UBS ASSET MANAGEMENT (AMERICAS) LLC

UBS Asset Management (Americas) LLC Credit Investments Group Form ADV Part 2A Form ADV Part 2A Brochure Item 1: Cover Page Credit Investments Group, a distinct business unit of UBS Asset Management (Americas) LLC 787 7th Avenue New York, NY 10019 (212) 713-2000 https://www.ubs.com/us/en/assetmanagement SEC File Number 801-34910 March 31, 2025 This brochure (“Brochure”) provides information about the qualifications and business practices of the Credit Investments Group, a distinct business unit of UBS Asset Management (Americas) LLC. If you have any questions about the contents of this Brochure, please contact OL-CIG_ADV@ubs.com. The information in this Brochure has not been approved or verified by the United States Securities and Exchange Commission (the "SEC ") or by any state securities authority. Additional information about UBS Asset Management (Americas) LLC also is available on the SEC’s website at www.adviserinfo.sec.gov. You can search this site by a unique identifying number, known as a CRD number. UBS Asset Management (Americas) LLC’s CRD number is 106838. UBS Asset Management (Americas) LLC is registered as an investment adviser pursuant to the Investment Advisers Act of 1940, as amended. Registration with the SEC or any state securities authority does not imply a certain level of skill or training. Page 1 of 53  UBS Asset Management (Americas) LLC Credit Investments Group Form ADV Part 2A Item 2: Material Changes UBS Asset Management (Americas) LLC (“UBS AMA LLC”) filed its last annual update to the Brochure on March 30, 2024 and its latest updates on June 7, 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 unit”), was launched by combining the alternatives multi-manager selection franchises from the Asset Management division 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 the direct real asset business (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. The investment governance framework for the investment verticals within UGA remain unchanged until further adjustment of policies and procedures. 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. 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 CIG, 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. Page 2 of 53  UBS Asset Management (Americas) LLC Credit Investments Group Form ADV Part 2A Item 3: Table of Contents 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 ..........................................................................................32 Item 10: Other Financial Industry Activities and Affiliations ..................................................34 Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Trading . ........................................................................................................................................41 Item 12: Brokerage Practices .............................................................................................. 45 Item 13: Review of Accounts ..............................................................................................48 Item 14: Client Referrals and Other Compensation .............................................................49 Item 15: Custody ...............................................................................................................50 Item 16: Investment Discretion ...........................................................................................51 Item 17: Voting Client Securities.........................................................................................52 Item 18: Financial Information ............................................................................................53 Page 3 of 53  UBS Asset Management (Americas) LLC Credit Investments Group 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 their 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 common 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. Page 4 of 53  UBS Asset Management (Americas) LLC Credit Investments Group Form ADV Part 2A Item 4: Advisory Business Overview This section of the Brochure contains a general description of UBS Asset Management (Americas) LLC (“UBS AMA LLC”) and its organizational and ownership structure, and specific information related to the Credit Investments Group (also referred to as “we,” “our,” or “CIG”), a distinct business unit of UBS AMA LLC, including the types of advisory services we provide and the investment instruments we use, how we tailor advisory services to client needs, and, if applicable, our participation in managed account programs (wrap fee 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, now known 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 Delaware limited liability company in anticipation of two internal legal entity transactions and 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 of1940, as amended (the “Investment Company Act” or “1940 Act”). As part of the CSAM merger, certain legacy CSAM businesses that are in run-off or wind-down mode were incorporated into UBS AM. 2. O’Connor provides discretionary and non-discretionary investment advisory services to several 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 specialist with global reach, combining significant experience in trading, risk management and alternative Page 5 of 53  UBS Asset Management (Americas) LLC Credit Investments Group Form ADV Part 2A investments. The Commodities business within CSAM LLC was integrated into this business unit as part of the CSAM Merger. 3. Unified Global Alternatives (“UGA”) offers a comprehensive spectrum of multi-manager alternatives investment solutions and advisory services, including a wide range of multi-manager strategies and co- investment opportunities which provide broad based, diversified exposure to hedge fund, private credit, private equity, real estate and infrastructure asset classes with various risk and return profiles. 4. 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, private funds and other commingled vehicles. This Brochure is intended to cover the CIG business unit and its operations. Certain business units listed above have separate respective Brochures, which may be provided upon request. CIG's General Advisory Services CIG offers discretionary and non-discretionary investment management services 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 CLOs) for various types of clients through a variety of vehicles including, but not limited to, Undertakings for Collective Investment in Transferable Securities (“UCITS”), U.S. and non-U.S. private pooled investment vehicles that may be organized as domestic and offshore limited partnerships, limited liability companies or similar investment vehicles; structured investments vehicles (such as CLOs); special purpose vehicles; alternative investment vehicles; co-investment vehicles; and single investor funds (“Private Funds”), U.S. investment companies registered under the Investment Company Act (“Registered Funds” and together with the Private Funds, and UCITS, "Funds"), and separately managed accounts for various types of clients, including public and private pension plans, corporations, not for profits, insurance companies, high net worth individuals and other business entities (“Accounts”). These advisory clients are referred to broadly as “clients” in this brochure. Specific investment objectives, strategies, risks, fees and expenses are described in detail in each client’s investment advisory or management agreement, indentures, offering documents and/or other governing documents (each as applicable, and collectively, “Governing Documents”). CIG also serves as a collateral manager for CLOs, a type of private fund, which invests primarily in U.S. and European loans and high yield bonds. In addition, CIG has a direct lending business focused on directly originating secured non-investment grade loans from financial sponsors and corporates in the upper middle market. CIG’s direct lending team is primarily responsible for the origination, structuring and execution of investments. CIG’s portfolio management teams typically use fundamental, company-specific credit analyses when formulating investment advice or managing client assets but may also include technical factors that may Page 6 of 53  UBS Asset Management (Americas) LLC Credit Investments Group Form ADV Part 2A influence trading levels and pricing, such as new issue calendar volumes, research cover and track record of the lead underwriter or agent. CIG may use additional or alternative approaches as it deems necessary or appropriate. Additionally, UBS AMA LLC frequently seeks the advice and assistance of its non-U.S. affiliates within UBS Asset Management when providing investment supervisory services to its clients (in such capacity, “Participating Affiliates”). Please see Item 10 Other Financial Industry Activities and Affiliates for further information. UBS AMA LLC may, in its discretion, delegate all or a portion of its advisory or other functions (including placing trades on behalf of clients) to a Participating Affiliate. The employees of such Participating Affiliates may provide portfolio management, research, financial analysis, order placement, and other services to CIG’s clients. Such employees will be acting as associated persons of UBS AMA LLC and of CIG in providing such services under the direct supervision of CIG. CIG remains responsible for the advice and services provided and clients will not pay an additional investment advisory fee as a result of such advice and services rendered by those associated persons, absent disclosure and express client consent. UBS AMA LLC has a global services agreement in place with its Participating Affiliates that 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. UBS AMA LLC may also act as a sub-adviser to Funds and Accounts managed by its Participating Affiliates which may invest in varying mixtures of leveraged loans, high yield bonds and CLO tranches and other investments as outlined in the applicable Governing Documents. UBS AMA LLC and its Participating Affiliates may currently or in the future sponsor or advise other investment vehicles or portfolios of a similar nature. CIG currently does not participate in any wrap fee programs. Types of Instruments CIG primarily manages portfolios comprised of: • • • senior secured bank loans and leveraged finance assets, including new issue and secondary offerings of senior secured and unsecured loans, second-lien loans, high yield bonds, mezzanine loans, and privately originated secured first- and second-lien loans; other alternative investments, which currently consist primarily of CLO equity and debt securities and unrated CLO warehouse investments, but can also include investments in other structured credit products, residential and commercial mortgage-backed securities, collateralized debt obligations., other asset-backed securities, derivatives and other structured and non-structured products; and, securities or instruments not referenced provided such actions are in the best interests of the client and disclosed within the Governing Documents for the client. Investment Limitations As part of UBS, CIG sits within a global financial services firm and, consequently, may be precluded from acquiring or selling certain securities or investments on behalf of itself or its clients as a result of inside information, conflicts of interest or applicable laws or regulations. Ultimate ownership by a foreign bank subjects UBS AMA LLC, including CIG and other business units, to certain provisions of the Bank Holding Company Act (“BHCA”). The BHCA, in certain circumstances, limits the ability of CIG to invest in stock issued by other U.S. companies and other bank holding companies that are subject to the BHCA. CIG may invest in securities or investments issued by UBS within the limits and restrictions set forth by applicable law. In addition, UBS AMA LLC and UBS adhere to global policies that require compliance with relevant legal and regulatory requirements. An example of such a requirement would be sanctions, which are any measure or restriction (including those often referred to as embargoes) taken by one or more countries, their respective government agencies or by an international organization, aimed at restricting dealings of any kind with or involving another country, specific persons, legal entities, organizations or goods. UBS AMA LLC and UBS Page 7 of 53  UBS Asset Management (Americas) LLC Credit Investments Group Form ADV Part 2A may also deem certain additional countries or industries to be high risk and may restrict business activities with certain countries, governments, government-controlled entities, territories or persons. In some cases, business activities are expressly prohibited, where other cases may require pre-approval from regional compliance personnel before any business activity can be undertaken. Assets under Management Client regulatory assets under management for CIG and for UBS AMA LLC, respectively, as of December 31, 2024 are as follows: US Dollar Amount CIG Discretionary: $50,080,502,256 CIG Non-Discretionary: $0 CIG Total: $50,080,502,256 UBS AMA LLC Discretionary $522,117,667,258 $20,128,324,017 UBS AMA LLC Non- Discretionary UBS AMA LLC Total: $542,245,991,275 Page 8 of 53  UBS Asset Management (Americas) LLC Credit Investments Group Form ADV Part 2A Item 5: Fees and Compensation Overview This section of the Brochure contains information regarding how CIG is compensated for investment advisory services. Management and Other Fees CIG has a standard fee schedule, which is summarized below. When providing investment advisory services, CIG commonly receives (except in the case of CLOs as described below) a management fee from a client in an amount equal to a percentage of the net assets under management as determined at the end of each calendar quarter, and may receive an incentive or performance fee generally consisting of a percentage of the client's profit or cash distributions, if any, subject in certain cases to a loss carry forward provision or a preferred return hurdle. Management fees for certain clients may also be calculated as a percentage of invested or committed capital or gross assets. The management fees and performance-based fees charged are not inclusive of all the fees and expenses that a client may pay or that may be borne by a client, including fees and expenses described elsewhere in this Item 5 under “Other Fees and Expenses.” Details of management fees and performance-based fees payable to CIG by its clients are outlined in each client’s relevant Governing Documents. Typically, management fees and performance-based fees payable to CIG are separate, distinct and in addition to other expenses that may be charged to clients and disclosed in their applicable Governing Documents. Please see Item 6: Performance-Based Fees and Compensation for more details with respect to the payment of performance-based fees and potential conflicts. When providing investment advisory services to Funds and Accounts, CIG may receive advisory fees from those Funds and Accounts, and in cases where CIG acts as a sub-adviser to a Fund or Account, CIG may receive advisory fees from the primary investment adviser to such Fund or Account. Conversely, a portion of the management fees received by CIG may, in the case of certain Funds or Accounts, be paid to those Funds' or Accounts’ sub-advisers. Under certain circumstances and where permissible by regulations, the investment of an investor’s assets in a Fund or Account may result in multiple layers of fees paid to CIG and by such Fund or Account. Any such layered fees would be disclosed in the particular Governing Documents associated with the investment. CIG may impose minimum fees or fee equivalents above or below those stated herein for certain clients depending on a number of factors, including the type of client, type of mandate, changing market conditions, and pre-existing relationships. Such minimum fees may be increased or decreased, depending on the specific circumstances of an individual client. CIG’s current basic annual management fee schedule for Accounts is as follows: Leveraged Loans 0.50% on first $50 mil. of assets 0.45% on next $50 mil. of assets 0.40% on assets over $100 mil. High Yield Bonds 0.50% on first $50 mil. of assets 0.45% on next $50 mil. of assets 0.40% on assets over $100 mil. Page 9 of 53  UBS Asset Management (Americas) LLC Credit Investments Group Form ADV Part 2A Multi-asset Credit 0.50% on first $50 mil. of assets 0.45% on next $50 mil. of assets 0.40% on assets over $100 mil. CLO Equity Strategy 1.50% on first $50 mil. of assets 1.25% on next $50 mil. of asset 1.00% on assets over $100 mil. Direct Lending Strategy 1.00% on first $100 mil. of assets 0.75% thereafter With respect to investment advisory services provided to CLOs, CIG will typically receive a “base management fee” and a “subordinated management fee,” each as a percentage of the aggregate principal balance of assets held by the CLO (subject to certain haircuts and exclusions), pursuant to the Governing Documents, which are provided and/or made available to prospective investors. In addition, CIG typically is entitled to an “incentive management fee” after a certain internal rate of return has been achieved on the subordinated notes and typically consists of a percentage of residual proceeds that would otherwise be distributable to the subordinated noteholders. For certain CLOs, CIG may receive a structuring fee, an initial incentive management fee or other fees in connection with the closing of the CLO transaction. Fee terms for the CLOs are set forth in in the relevant Governing Documents provided to investors. Further, purchases of CIG- managed CLOs, by other Funds or Accounts managed by CIG are subject to certain management fee offsets or reductions as set forth in applicable entities the Governing Documents. Notwithstanding this discussion of fees in this section and in Item 6: Performance-Based Fees and Compensation below, Governing Documents can provide for a fee structure pursuant to which CIG is compensated based on entirely different criteria, metrics, or circumstances than those described herein. Fees payable by Funds and Accounts advised by CIG are described in those Funds' or Accounts’ Governing Documents. Fee Negotiation Management and performance-based fees charged by CIG are negotiable and may differ based upon a number of factors, including without limitation, overall fee arrangements, account complexity, overall relationship with UBS, the CLO market (in the case of CLOs), account size, assets under management and/or the terms of similar products or strategies managed by CIG. As a result, one client may pay a higher fee than another for which CIG is providing substantially similar services. The actual fee rate paid by each client will be set forth in the Governing Documents. Fees paid by the client to CIG may be higher or lower than the cost of similar services offered through other financial firms. Fees for certain clients may be waived, reduced or calculated differently with respect to certain investors, including CIG’s employees or affiliates, at CIG’s sole discretion and as permitted by the client’s Governing Documents and applicable law. CIG employees and the employees of its affiliates also are permitted to establish Accounts with CIG that may be subject to reduced management fees or may be permitted to invest in one or more Funds on a reduced or waived fee and/or expense basis. In addition, certain of CIG’s employees have access to additional funding to facilitate investing in Funds. CIG believes that incentives that promote employee investments in Funds offered to clients reflects an alignment of interests as between CIG and its clients, but also acknowledges that such investment could create the potential for a conflict of interest. Accordingly, UBS AMA LLC has policies and procedures in place to address employee investments in Funds. Page 10 of 53  UBS Asset Management (Americas) LLC Credit Investments Group Form ADV Part 2A Most Favored Nations Clauses CIG may enter into “most favored nations” clauses wherein CIG agrees that the fees charged to a client shall not be more than the most favorable rates CIG may offer to any other comparable client for similar services (i.e., a client for whom CIG manages a portfolio of similar size and type, under similar terms and conditions, and with similar commercial expectations). Exceptions to these clauses generally include, but are not limited to, performance or incentive fees, relationship discount arrangements, clients affiliated with CIG or UBS AMA LLC, or clients that were initial investors (founders) in a strategy. Other Fees and Expenses Clients are generally responsible for their own account expenses. Clients also will be responsible for expenses, which include commissions and/or sales loads, management fees and distribution/servicing fees, to the extent a client’s assets are invested in Funds or Accounts, that have their own fee and expense structures. Subject to the requirements of applicable law, applicable Governing Documents and the consent of each client, CIG is permitted to invest client assets in Funds or Accounts that it manages or those managed by our Participating Affiliates. CIG may use one or more custodians or prime brokers to provide custodial services in connection with the management of client assets. The cost of these services is not included in the management fees described above. Clients are responsible for the payment of any additional costs charged by the custodial service providers. The management fees charged by CIG also do not include the amount of any costs, expenses or commissions that a broker or dealer will charge in connection with transactions executed on behalf of client accounts. In addition, a custodian or registered broker will impose certain costs or charges associated with servicing client accounts, such as margin interest, costs related to exchanging foreign currencies, odd lot differentials, regulatory fees, transfer taxes, exchange fees, wire transfer or postage fees, foreign clearing, settlement and custodial fees, and other fees or taxes required by law. For more information related to brokerage and other transactions costs, please see Item 12. Accounts with special investment guidelines or other special circumstances or requirements will be charged differently based on the services rendered. Some existing clients will pay different (higher or lower) fees that are not available to new or other existing clients. Assets or accounts of UBS AMA LLC’s Participating Affiliates also may be charged fees and expenses that are different from, and in most cases, lower than those charged to unaffiliated client accounts or assets. Accounts of the Participating Affiliates also may not be charged certain fees and expenses. Differences in fees and expenses can result in favoring some clients over others and will affect expectations as to future returns and risk. UBS AMA LLC will pay a portion of the advisory fee to any of its affiliates or entities or persons not affiliated with the UBS AMA LLC for certain clients referred to it by such entities or persons. Such fees are paid in accordance with applicable law. In addition, investors in Funds and Accounts will bear certain direct and indirect expenses associated with their investment. Expenses that are typically borne by these clients, and thus indirectly by investors in those Funds and Accounts, may include, without limitation: (i) expenses for administrators, valuation experts, accountants and other service providers; (ii) costs incurred in printing and distributing reports to investors; (iii) expenses for consulting services, including the review of marketing materials; (iv) all out-of-pocket expenses incurred in structuring, acquiring, holding and disposing of investments; (v) broken deal expenses; (vi) prime brokerage fees, bank service fees and other expenses incurred in connection with investments; (vii) fees and expenses related to borrowing; (viii) costs of litigation, directors & officers liability or other insurance and indemnification or extraordinary expense or liability relating to the affairs of the Fund; (ix) 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; (x) expenses for regulatory reporting; (xi) fees and expenses related to the organization, operation or maintenance of intermediate entities used to facilitate the Fund’s or Account’s investment activities; (xii) expenses of winding up or liquidating the Fund or Account; (xiii) any taxes, fees or other governmental charges and expenses incurred in connection with any tax audit, investigation, settlement or review of the Funds or Page 11 of 53  UBS Asset Management (Americas) LLC Credit Investments Group Form ADV Part 2A Accounts; and (xiv) fees and expenses related to services rendered to a fund by a non-affiliated adviser or one of its affiliates. The applicable Governing Documents of each client sets forth the basis on which CIG’s fees may be reduced, and also provides a detailed description of the various expenses, in addition to the management and performance-based fees, that will be borne by that client, as well as potential conflicts of interest. Investors should review the Governing Documents carefully before making an investment. Payment of Fees Generally, fees may be paid in advance or arrears. The fees are then generally charged or billed on a quarterly basis and may be payable in advance or in arrears of the services rendered, depending on contractual agreement. In the event of termination, fees are normally charged on a pro rata basis through the date of termination, and any excess fees paid in advance are refunded. Generally, contract terminations can occur at the option of either CIG or the client and are generally effective upon receipt of 30- or 60-days’ written notice. CIG may agree with clients to make time weighted adjustments to quarterly fee calculations for asset flows representing an agreed percentage of the total assets under management during a quarter. Fees are negotiable and can vary from the schedules above to reflect circumstances that apply to a specific client or account. CIG may impose minimum fees or fee equivalents above or below those stated herein for client accounts depending on a number of factors, including the type of client, type of mandate, changing market conditions, and pre-existing relationships with CIG. Such minimum fees may be increased or decreased depending on the specific circumstances of an individual client. Fees payable by U.S. and foreign registered investment companies and Private Funds and Accounts advised by CIG, are described in greater detail in the products’ respective offering documentation. Under certain circumstances and where permissible by regulations, the investment of an investor’s assets in a Private Fund or Account may result in multiple layers of fees paid to CIG and such Private Fund or Account. Any such layered fees would be disclosed in the particular Governing Documents associated with the investment. Additional Compensation and Potential Conflicts of Interest Neither CIG nor its employees expect to receive a brokerage commission or any other compensation attributable to the sale of securities or investment products. However, CIG, its affiliates, its employees and clients, may receive other fees such as break-up or loan origination fees from companies in which Funds or Accounts may invest. Such fees may or may not be paid to, in whole or in part, the Funds or Accounts. CIG invests client assets in numerous borrowers and issuers and client portfolios may include loans and securities, including equity and/or debt securities obtained as a result of insolvency, debt restructuring or other proceedings and negotiations. Conflicts could arise when CIG makes investments in loans or senior securities, or securities with competing interests for different investment strategies. Page 12 of 53  UBS Asset Management (Americas) LLC Credit Investments Group Form ADV Part 2A Item 6: Performance-Based Fees and Side-By-Side Management Overview This section of the Brochure contains information regarding performance-based fees and describes how we manage the conflicts of interest that may arise in managing client accounts. Performance-Based Fees In certain instances, CIG may be compensated under performance-based fee arrangements in accordance with the Advisers Act, including Rule 205-3 thereunder, applicable regulations and opinions of the Department of Labor under the Employee Retirement Income Security Act of 1974 (“ERISA”) for employee benefit plan clients subject to ERISA, and any other applicable laws or regulations. As described in Item 5: Fees and Compensation, CIG may charge clients a negotiated performance fee based on a share of capital gains or capital appreciation of the assets under management, excess distributions remaining after payment of required amounts, for CLOs, a percentage of residual proceeds otherwise distributable to the subordinated noteholders upon achieving a certain internal rate of return, or based on some other measure, as agreed between CIG and its client. In some instances, the fee calculation will include a base or hurdle rate that must be exceeded before the fee is payable or, if losses have been incurred, a “high water mark”, which is a certain internal rate of return that must be achieved before the fee is payable, or a clawback of fees previously paid. Side-by-side Management Conflicts “Side-by-side management” refers to the concurrent management of multiple client accounts. As described above, CIG manages a variety of Funds and Accounts that pursue investment objectives and strategies that may be similar. Side-by-side management gives rise to a potential conflict when CIG’s interest may not be aligned with the best interest of one or more of its clients including the incentive to allocate opportunities to accounts that have been underperforming in an investment strategy; allocation of investment opportunities that favor performance fee-based accounts over advisory fee only accounts; allocation of investment opportunities that favor higher fee-paying clients; allocation of investment opportunities that favor accounts in which employees have a pecuniary interest; or a reluctance by CIG to mark down fair valued/illiquid investments in order to avoid: (i) a decline in performance; or (ii) an increase in performance volatility in a Fund or Account. Potential conflicts of interest may also arise with the allocation of limited investment opportunities to the extent that CIG has an incentive to allocate investments that are more likely to generate excess distributions, but that are also riskier or are expected to increase in value to certain accounts as allocated, including accounts with higher fee structures. In addition to having different fee structures, Funds or Accounts may hold inconsistent positions due to differences in investment objectives and strategies. At times, members of an investment management team may make an investment decision for one client that differs from an investment decision for another client or, alternatively, different teams within CIG may make different investment decisions for clients depending on the investment strategies they employ. At times, conflicts may exist when CIG and its affiliates invest, on behalf of our clients, in more than one part of the capital structure of the same issuer. UBS AMA LLC, and CIG have policies and procedures designed to manage this potential conflict of interest. To address actual and potential conflicts of interest regarding performance-based fees, CIG had adopted policies and procedures regarding the aggregation and allocation of investments, which are designed to ensure that all clients are treated fairly and equitably over time and to prevent this form of conflict from influencing the allocation of investment opportunities among client accounts. CIG may allocate the same investment opportunity among different clients. Generally, CIG will make investment decisions for client accounts in a manner that we determine is appropriate for each client in view of relative amounts of capital available or new investments, each client’s investment guidelines and objectives, and the current portfolio of our clients at the time the investment decision is made. As a result and in certain situations, priority or Page 13 of 53  UBS Asset Management (Americas) LLC Credit Investments Group Form ADV Part 2A weighted allocations may occur with respect to certain accounts, including but not limited to situations where clients have differing: (i) account restrictions, limitations and guidelines; (ii) cash available for investments; (iii) liquidity concerns; (iv) portfolio diversification targets or sector weightings; (v) tax or regulatory considerations; (vi) leverage limitations or volatility targets; (vii) ramp-up or ramp-down instances; or (viii) counterparty relationships. The Asset Management Risk Control team reviews Funds and Accounts for dispersion of investment performance and performance attribution analysis among similarly managed Funds and Accounts to assess variations in returns and meet periodically with CIG to discuss their analysis. Page 14 of 53  UBS Asset Management (Americas) LLC Credit Investments Group Form ADV Part 2A Item 7: Types of Clients Overview In this section of the Brochure, we provide information about the types of clients to whom we provide investment advice. We also discuss the conditions we may impose on the management of client accounts. Fund or Account Clients CIG acts as the investment adviser or sub-adviser for various U.S. and non-U.S. public and Private Funds, Accounts and Registered Funds. Investments in Private Funds and Accounts may be intended only for certain financially sophisticated institutions, companies and individuals who can bear the risk of loss for some or all of their investment. For certain types of Private Funds and Accounts offered to U.S. investors, those investors must generally satisfy certain investor sophistication requirements, including that the client is an “accredited investor” (as defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended; 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 of 1933, as amended; and/or a “qualified eligible person” under Rule 4.7 of the Commodity Exchange Act. For non-U.S. Private Funds, investors must be non-U.S. persons (as such term is defined in Regulation S promulgated under the Securities Act). Generally speaking, investors in Registered Funds are not subject to investor sophistication requirements, but such investors must still be prepared to bear the risk of loss for some or all of an investment. ERISA Clients CIG 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, CIG is usually a “covered service provider” to the plan for purposes of ERISA Section 408(b)(2). CIG 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, CIG intends to avail itself of available prohibited transaction exemptions, primarily Prohibited Transaction Exemption (“PTE”) 84-14 (the “QPAM Exemption”). To the extent CIG and 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 2025-03. 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 All clients are required to enter into a written investment advisory agreement prior to the establishment of an advisory relationship. In addition, UBS AMA LLC conducts anti-money laundering/know your customer (“AML/KYC”) due diligence on clients in accordance with UBS Asset Management AML/KYC procedures. This process requires the collection of information from clients, including, without limitation, legal entity Page 15 of 53  UBS Asset Management (Americas) LLC Credit Investments Group Form ADV Part 2A formation documents, officers lists, tax forms and sources of wealth and funds. As described in Item 5 Fees and Compensation, CIG will generally impose minimum account sizes (or fee equivalents) for client accounts, depending upon a number of factors including the type of client, type of mandate, and/or pre-existing relationship with CIG or UBS. Such minimum account sizes may be increased or decreased depending upon the specific circumstances of an individual client. If the value of an account is less than the required minimum as a result of a client’s withdrawal of assets from the account, CIG may elect to terminate the relationship with the client. Exceptions are made at CIG’s sole discretion. Although we may advise a Fund or Account and place no limits on the size of that account, those who want to invest in the Fund or Account will generally be required to invest a minimum amount which varies depending on the Fund or Account. These requirements are disclosed in each respective entities’ Governing Documents. Exceptions are made at CIG’s sole discretion. Legal Proceedings CIG does not generally advise or act for clients as a legal advisor with respect to legal proceedings, including class actions, bankruptcies, or other similar legal matters with respect to investments held or that were held in a client account. From time to time, however, CIG may act as an attorney-in-fact or otherwise advise Funds and Accounts in certain circumstances. CIG encourages clients to contact their custodians to ensure they are receiving the proper notification of any such legal proceedings. Further, CIG encourages clients to seek the advice of counsel regarding the participation and filing requirements associated with such matters. Unless otherwise expressly indicated, CIG will not be responsible for any failure to meet the filing or other requirements of legal proceedings with respect to investments held or that were held in a client account. Tax Matters Neither CIG nor UBS AMA LLC advise or act for clients on tax matters. CIG encourages clients to seek independent professional advice on any taxation matters. CIG 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. Page 16 of 53  UBS Asset Management (Americas) LLC Credit Investments Group Form ADV Part 2A Item 8: Methods of Analysis, Investment Strategies and Risk of Loss Overview This section of the Brochure describes the methods of analysis we use to formulate investment advice and manage assets. We also discuss the material risks that clients should generally consider when investing with CIG. Methods of Analysis and Investment Strategies While our methods of analysis and investment strategies may vary to some extent across clients, in general, CIG focuses on investments in the global credit and fixed income markets and we are able to invest anywhere in the capital structure, including securities, loans and structured products. CIG may also employ a variety of additional investment strategies, including but not limited to investments in and arbitrage of commodity futures, swaps and options; investments in various derivative instruments for hedging purposes or to create exposure in lieu of holding actual securities or other instruments; or investments in currencies, including through forward contracts and investments in preferred equity, mezzanine debt and common equity. Credit selection is based on a bottom-up approach using fundamental research, capital structure and situational expertise, and we also may employ proprietary modeling techniques as well as quantitative and qualitative analysis. Overall, our investment approach generally draws upon several disciplines and strengths, including, but not limited to: fundamental, bottom-up credit analysis; credit trading and execution capabilities; customization of tailored credit solutions; and securitization and structuring expertise • • • • For corporate credit investments generally, the investment process involves an in-depth screening and assessment process for each potential investment under consideration. CIG conducts a fundamental analysis of the name and a financial analysis to evaluate the credit risks of an issuer. CIG derives the information used to make investment decisions on behalf of its clients from both internal and external resources. We may periodically seek the advice of economists and other investment professionals and consultants, internal and external, 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, among others. CIG will also consider relevant documentation, including credit agreements for each potential investment, to ensure they are structured and documented in accordance with applicable restrictions and requirements. For certain investment strategies, environmental, social and governance (“ESG”) factors are considered in the research process, which, alongside other qualitative considerations and financial metrics, may provide a more complete view of the risk/return characteristics of a potential investment. CIG may seek to incorporate ESG risk factors, in addition to other factors, into the research process to further assess medium- and longer-term risks of an issuer, including but not limited to potential reputational risk characteristics of a transaction. As CIG’s portfolio management teams use a variety of methods to identify, analyze and assess potential and existing investment opportunities, existing and potential investors should review the more detailed descriptions of those methods that are included in the relevant Governing Documents. Page 17 of 53  UBS Asset Management (Americas) LLC Credit Investments Group Form ADV Part 2A Material Risks Investments in a Fund or Account managed by CIG involve a significant degree of risk. Neither CIG nor UBS AMA LLC can guarantee that it or any client will achieve investment objectives. A prospective client or investor in a Fund or Account should only invest with CIG if such investor is able to withstand a total loss of its investment and who have limited need for liquidity. Prospective investors should not construe the performance of any Fund or Account managed by CIG as providing any assurances regarding future performance. An investment in a Fund or Account managed by CIG is not a deposit in a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Losses in Funds and Accounts will be borne solely by investors and not by CIG, UBS AMA LLC, or its affiliates (other than in its capacity as an investor or beneficiary of a restricted profit interest). Additionally, risks associated with the financial markets, investments in non-investment grade or distressed companies, the use of swaps, futures, options, hedging and short sale trading strategies, counterparty or prime broker risk, and investments in non-U.S. securities, among others, may impact client investments. Although strategies employed by CIG do not generally involve frequent trading of securities or other investments, from time to time certain market conditions may result in frequent trading that may affect investment performance through increased brokerage and transactions costs and taxes. In addition to the risks above, the below risks are relevant to clients and investors contemplating an investment in a Fund or Account managed by CIG. This list of risk factors below is not a complete enumeration or explanation of the risks involved in a strategy, as the particular risks applicable to a client account will depend on the nature of the account, its investment strategy or strategies, and the types of securities or instruments held. While CIG seeks to manage accounts in a manner where risks are appropriate to the strategy or objective, it is often not possible or desirable to fully mitigate risks. Prospective clients and investors should read this Brochure, along with any prospectus, offering memoranda, and any other Governing Documents before making an investment for specific information on investment strategies employed and risks applicable to their investment. Clients should also consult with their own legal, financial, and tax advisors before deciding whether to make an investment. General Risks Management Risk The investment strategies, techniques and risk analyses employed by CIG may not produce their desired results. CIG may be incorrect in its assessment of the value of securities or instruments, or its assessment of markets or interest rate trends, which can result in losses to investments. Also, in some cases, derivatives or other investments may be unavailable or CIG may choose not to use them under market conditions where their use, in hindsight, may be determined to have been beneficial. Personnel Risk CIG 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. Portfolio Liquidity Risk Unless otherwise agreed upon by a client and CIG, we will not be responsible for the client’s overall asset allocation or liquidity needs. In addition, certain of our strategies may be non-diversified, hold illiquid assets and/or hold a low number of investments. There is a risk that investments cannot be readily sold at the desired time or price, and CIG may have to accept a lower price or may not be able to sell the investment at all. An inability to sell an investment can adversely affect the value of investments or prevent CIG from taking advantage of other investment opportunities. Liquid portfolio investments may become illiquid or less liquid after purchase due to low trading volume, adverse investor perceptions and/or other market developments. In recent years, the number and capacity of dealers that make markets in fixed income securities has decreased. Consequently, the decline in dealers engaging in market making trading activities may increase liquidity risk, which can be more pronounced in periods of market turmoil. Liquidity risk may be magnified in Page 18 of 53  UBS Asset Management (Americas) LLC Credit Investments Group Form ADV Part 2A a rising interest rate environment or when investor redemptions from the Funds and Accounts may be higher than normal, causing increased supply in the market due to selling activity. Liquidity risk includes the risk that a client may experience significant net redemptions at a time when it cannot find willing buyers for its portfolio investments and can only sell its portfolio securities/investments at a material loss. Market Conditions and Volatility Market and economic conditions have, from time to time, caused significant disruption in the markets. The prices of a client’s investments, including, without limitation, common equity and related equity derivative instruments, high-yield securities, loans, convertible securities and derivatives, including futures and option prices, can be highly volatile. Price movements of forward, futures and other derivative contracts in which a client’s assets may be invested are influenced by, among other things, interest rates, changing supply and demand relationships, trade, fiscal, monetary and exchange control programs, policies of governments and national and international political and economic events. In addition, governments from time to time intervene, directly and by regulation, in certain markets, particularly those in government bonds, currencies, financial instruments, futures and options. Such intervention is often intended to directly influence prices and may, together with other factors, cause all of such markets to move rapidly in the same direction because of, among other things, interest rate fluctuations. A client also is subject to the risk of the failure of any exchanges on which its positions trade or of their clearinghouses. These factors and general market conditions could have a material adverse impact on a client’s portfolio. Non-Diversification Risk A Fund or Account bears the risk that it may be more volatile than a diversified portfolio when it invests in assets in a smaller number of issuers. The gains and losses on a single security or investment may, therefore, have a greater impact on the portfolio. In addition, a strategy that invests in a relatively small number of issuers or of investments is therefore more susceptible to risks associated with a single economic, political or regulatory occurrence than a more diversified strategy might be. Legal, Tax and Regulatory Risks Legal, tax and regulatory developments may adversely affect an investment vehicle during the term of the investment. In addition, the securities and futures markets are subject to comprehensive statutes, regulations and margin requirements, other regulators and self-regulatory organizations and exchanges authorized to take extraordinary actions in the event of market emergencies. The regulation of derivatives transactions and funds that engage in such transactions is an evolving area of law and is subject to change by government and judicial actions. The regulatory environment for private funds is subject to change. Legislative and regulatory changes in the U.S., Europe and other countries could affect an investment vehicle and its respective trading activities. Changes in the regulation of private funds and separately managed accounts and their trading activities may adversely affect the ability of an investment vehicle to pursue its investment strategy, its ability to obtain leverage and financing and the value of investments held by an investment vehicle. It is impossible to predict what, if any, changes in laws and regulations may occur, but any laws and regulations which restrict the ability of a Fund or Account to trade in securities or the ability of an investment vehicle to employ, or brokers and other counterparties to extend, credit in its trading (as well as other regulatory changes that result) could have a material adverse impact on an investment vehicles portfolio. Any such changes are expected to materially impact CIG and its affiliates, certain investment vehicles and/or their investments, as well as increasing their expenses. Significant time and resources may be required to comply with new regulations, which potentially will detract from the time and resources dedicated to the investment vehicles. The investment vehicles and CIG will also be subject to regulation in jurisdictions in which they engage business. An investor should understand that an investment vehicle’s business is dynamic and is expected to change over time. Therefore, an investment vehicle may be subject to new or additional regulatory constraints in the future. The Governing Documents and any other documents received in connection with an investment in an investment vehicle cannot address or anticipate every possible current or future regulation that may affect an investment vehicle, CIG or their respective businesses. Such regulations may have a significant impact on the operations of the investment vehicle, including, without limitation, restricting the types of investments the Fund or Account may make, preventing the Fund or Account from exercising its voting rights Page 19 of 53  UBS Asset Management (Americas) LLC Credit Investments Group Form ADV Part 2A with regard to certain financial instruments and requiring the Fund or Account to disclose the identity of their investors. Volcker Rule Compliance UBS Group AG and its subsidiaries and affiliates, including UBS AMA LLC and CIG are subject to the prohibitions and restrictions of Section 13 of the Bank Holding Company Act, commonly known as the “Volcker Rule,” and the implementing regulations thereunder (the “Implementing Regulations”). The Volcker Rule generally prohibits “banking entities” from sponsoring and investing in “covered funds,” except as permitted pursuant to certain available exemptions. The term “covered fund” includes privately offered funds that rely on Sections 3(c)(1) or 3(c)(7) of the Investment Company Act to avoid being treated as "investment companies" under that Act. For non-U.S. banking entities like UBS Group, a non-U.S. organized fund that is offered and sold solely outside the United States may fall outside the definition of "covered fund." This category of funds oftentimes is referred to as "foreign excluded funds." In June 2020, U.S. federal financial regulators adopted revisions to certain covered fund provisions of the Implementing Regulations, which revisions become effective on October 1, 2020 ("Covered Fund Revisions"). The Covered Fund Revisions permit UBS to enter into certain previously prohibited covered transactions with a Fund, or any covered fund it controls, including certain transactions that are certain riskless principal transactions, and certain short-term extensions of credit, or asset purchases in exempt from the quantitative limits, collateral requirements, and low-quality asset prohibition under Section 23A of the U.S. Federal Reserve Act, the ordinary course of business in connection with payment, clearing and settlement activities. Further a Fund will be subject to the "market terms" requirements of Section 23B of the U.S. Federal Reserve Act. CIG will endeavor to minimize the impact of the Volcker Rule and the Implementing Regulations, but UBS’s interests in determining what actions to take in complying with the Volcker Rule may conflict with the interests of CIG or a particular client or counterparty, all of which may be adversely affected by such actions. In addition, further restrictions and limitations on UBS may emerge as additional regulatory guidance and interpretations are provided by the relevant regulatory agencies on the Volcker Rule and the Implementing Regulations and as the Implementing Regulations may be revised from time to time. To this end, and despite the issuance of the Implementing Regulations, certain aspects of the Volcker Rule remain unclear and susceptible to alternative interpretations. Portfolio Valuation Valuations of a client’s portfolio, which will affect the amount of CIG’s management fee and/or performance fee, involve uncertainties and discretionary determinations. Third-party pricing information may not be generally available regarding a significant portion of a client’s investments in certain asset classes, and in some circumstances, valuation models will be relied upon in order to value a client’s assets. CIG is not required and does not expect to receive independent third-party verification of these valuation models created by CIG. In addition, to the extent third-party pricing information is available, a disruption in the secondary markets for a client’s investments may limit the ability to obtain accurate market quotations for purposes of valuing those investments. Further, because of the overall size and concentrations in particular markets and maturities of positions that may be held by a client from time to time, the liquidation values of those securities and other investments may differ significantly from the interim valuations of those investments derived from the valuation methods described herein. Cybersecurity Risk As the use of technology has become more prevalent in the course of business, a strategy, Fund or Account, 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, Fund or Account or its service providers or the issuers of investments in which a strategy Fund or Account 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 client account’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). Page 20 of 53  UBS Asset Management (Americas) LLC Credit Investments Group Form ADV Part 2A Cybersecurity failures or breaches affecting a strategy or a client’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, Fund or Account’s ability to calculate its net asset value, impediments to trading, the inability to transact business, destruction to equipment and systems, violations of applicable privacy and other laws, regulatory fines, penalties, reputational damage, reimbursement or other compensation costs, and/or additional compliance costs. In addition, substantial costs may be incurred in order to prevent any cybersecurity breaches in the future. While UBS AMA LLC has established business continuity plans in the event of, and risk management systems to prevent, such cybersecurity breaches, there are inherent limitations in such plans and systems including the possibility that certain risks have not been identified. Furthermore, CIG does not directly control the cybersecurity plans and systems put in place by a strategy, Fund or Account’s other service providers or any other third parties whose operations may affect a strategy, Fund or Account or its investors. The strategy, Fund or Account and its investors could be negatively impacted as a result. Investment Risks Risks of Fixed Income Investments Risk associated with investing in fixed income securities include: • Interest rate risk: The risk that changing interest rates may adversely affect the value of an investment. An increase in prevailing interest rates typically causes the value of fixed income investments to fall. Changes in interest rates will likely affect the value of longer-duration fixed income investments more than shorter-term investments and higher-quality investments more than lower-quality securities. When interest rates are falling, some fixed income investments provide that the issuer may repay them earlier than the maturity date, and if this occurs the Fund or Account may have to invest these repayments at lower interest rates. A fixed income portfolio may face a heightened level of interest rate risk due to certain changes in monetary policy, such as certain types of interest rate changes by the Federal Reserve. Interest rate changes can be sudden and unpredictable, and are influenced by a number of factors including government policy, inflation expectations and supply and demand. A substantial increase in interest rates may have an adverse impact on the liquidity of a security, especially those with longer maturities. Changes in government monetary policy, including changes in tax policy or changes in a central bank’s implementation of specific policy goals, may have a substantial impact on interest rates. There can be no guarantee that any particular government or central bank policy will be continued, discontinued or changed nor that any such policy will have the desired effect on interest rates. The risks associated with rising interest rates have been pronounced as interest rates have risen from historically low rates. During periods when interest rates are low or there are negative interest rates, fixed income portfolio’s yield (and total return) also may be low or the portfolio may be unable to maintain positive returns or minimize the volatility of the portfolio’s net asset value. • Credit risk: The issuer may default on its obligation to pay principal or interest, may have its credit rating downgraded by a rating organization or may be perceived by the market to be less creditworthy. Lower-rated bonds or loans are more likely to be subject to an issuer’s default than investment grade (higher-rated) bonds or loans. Lower-rated bonds or loans may have less liquidity and be more difficult to value particularly in declining markets. • Prepayment risk: If interest rates decline, the issuer of an investment may exercise its right to prepay principal earlier than scheduled, forcing the account to reinvest in lower yielding investments. • Extension risk: If interest rates rise, the average life of investments backed by debt obligations is extended because of slower than expected payments. This will lock in a below-market interest rate, increase the investment’s duration and reduce the value of the investment. • 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. Page 21 of 53  UBS Asset Management (Americas) LLC Credit Investments Group Form ADV Part 2A • High yield risk: Investments in high yield securities and unrated securities of similar credit quality (commonly known as “junk bonds”) have historically been subject to greater levels of credit and liquidity risk than investment grade securities. High yield securities are considered predominately speculative with respect to the issuer’s continuing ability to make principal and interest payments. Loans Loan investments are subject to unique risks, including, without limitation: (i) the possible invalidation of an investment transaction as a fraudulent conveyance under relevant creditors’ rights laws; (ii) so- called lender- liability claims by the issuer of the obligations; (iii) environmental liabilities that may arise with respect to collateral securing the obligations; and (iv) limitations on the ability of a client to directly enforce its rights with respect to participations. In analyzing each bank loan or participation, CIG compares the relative significance of the risks against the expected benefits of the investment. Successful claims by third parties arising from these and other risks will be borne by the client. Investments in loan participations may also subject a client to the risk of counterparty default. Loans may, in certain circumstances, require substantial workout negotiations or restructuring that may entail, among other things, a substantial reduction in the interest rate and a substantial write-down of principal. In addition, when a client holds a participation interest in a loan, it may not have voting rights with respect to any waiver of enforcement of any restrictive covenant breached by a borrower. Selling institutions commonly reserve the right to administer the participations sold by them as they see fit (unless their actions constitute gross negligence or willful misconduct) and to amend the documentation evidencing the obligations in all respects. However, most participation agreements provide that the selling institutions may not vote in favor of any amendment, modification or waiver that forgives principal, interest or fees, reduces principal, interest or fees that are payable, postpones any payment of principal (whether a scheduled payment or a mandatory prepayment), interest or fees or releases any material guarantee or security without the consent of the participant, at least to the extent the participant would be affected by any such amendment, modification or waiver. Selling institutions voting in connection with a potential waiver of a restrictive covenant may have interests different from those of the client, and such selling institutions might not consider the interests of the client in connection with their votes. In addition, many participation agreements that provide voting rights to the holder of the participation further provide that if the holder does not vote in favor of amendments, modifications or waivers, the selling lender may repurchase such participation at par. Holders of participation interests in loans are subject to additional risks not applicable to a holder of a direct interest in a loan. In the event of the insolvency of the selling institution, under the laws of the United States and the various States thereof, a holder of a participation interest in a loan may be treated as a general creditor of the selling institution and may not have any exclusive or senior claim with respect to the selling institution’s interest in, or the collateral with respect to, the loan. Consequently, the holder of a participation interest in a loan will be subject to the credit risk of the selling institution as well as of the borrower. Participants also often do not benefit from the collateral, if any, supporting the loans in which they have a participation interest because participation interests in loans often do not provide a purchaser with direct rights to enforce compliance by the borrower with the terms of the loan agreement or any rights of set- off against the borrower. CIG is not required, and does not expect, to perform independent credit analyses of the selling institutions. Debt obligations in the form of loans are subject to additional liquidity risks. Loans are not generally traded in organized markets but are traded by banks, dealers and other institutional investors engaged in syndications and loan participations, respectively. Consequently, there can be no assurance that there will be any market for any loan if the issuer is required to sell or otherwise dispose of such loan. Depending on the terms of the underlying loan documentation, consent of the borrower may be required for an assignment, and a purported assignee may not have any direct right to enforce compliance by the obligor with the terms of the loan agreement in the absence of this consent. There can be no assurance that future levels of supply and demand in loan trading will provide an adequate degree of liquidity or that the current level of liquidity will continue. Because of the provision to holders of such loans of confidential information relating to the borrower, the unique and customized nature of the loan agreement, and the private syndication of the loan, loans are not as easily purchased or sold as a publicly traded security. Page 22 of 53  UBS Asset Management (Americas) LLC Credit Investments Group Form ADV Part 2A Investments in Secured Loans Secured loans involve various degrees of risk of a loss of capital. The factors affecting an issuer’s secured leveraged loans, and its overall capital structure, are complex. Some secured loans may not necessarily have priority over all other debt of an issuer. For example, some secured loans may permit other secured obligations (such as overdrafts, swaps or other derivatives made available by members of the syndicate to the company), or involve secured loans only on specified assets of an issuer (e.g., excluding real estate). Issuers of secured loans may have two tranches of secured debt outstanding each with secured debt on separate collateral. Furthermore, the description of the liens referred to herein generally only applies to domestic assets and not non-U.S. assets. For the avoidance of doubt, non-U.S. assets may be included in the assets of a portfolio. In the event of Chapter 11 filing by an issuer, the Bankruptcy Reform Act of 1978, as amended authorizes the issuer to use a creditor’s collateral and to obtain additional credit by grant of a priority lien on its property, senior even to liens that were first in priority prior to the filing, as long as the issuer provides what the presiding bankruptcy judge considers to be “adequate protection” which may but need not always consist of the grant of replacement or additional liens or the making of cash payments to the affected secured creditor. The imposition of priority liens on a client's collateral would adversely affect the priority of the liens and claims held by the client and could adversely affect the client's recovery on the affected loans. Any secured debt is secured only to the extent of its lien and only to the extent of underlying assets or incremental proceeds on already secured assets. Moreover, underlying assets are subject to credit, liquidity, and interest rate risk. Distressed Investments Assets in client portfolios may become distressed investments (e.g., debt, equity, private claims and obligations of domestic and foreign entities experiencing significant financial difficulties, such as loan participations and assignments, trade claims and similar instruments), and clients may be exposed to significant risks. Among these risks are: (i) the difficulty in obtaining information as to the issuer’s true condition; (ii) regulatory risk, including laws related to fraudulent conveyances, voidable preferences, lender liability and bankruptcy; (iii) market risk; (iv) litigation risk; (v) liquidity risk; and (vi) at times, collection risk (especially with respect to sovereign debt). Moreover, to the extent a client invests in distressed sovereign debt obligations, it will be subject to additional risks and considerations not present in private distressed investments, including the uncertainties involved in enforcing and collecting debt obligations against sovereign nations, which may be affected by world events, changes in U.S. foreign policy and other factors outside of our control. Distressed investments may also be adversely affected by state and federal laws related to, among other things, fraudulent conveyances, voidable preferences, lender liability and a bankruptcy court’s discretionary power to disallow, subordinate or disenfranchise particular claims. In addition, distressed investments may be adversely affected by numerous uncertainties related to out-of-court restructurings and exchange offerings. Furthermore, the market prices of distressed investments are highly volatile, and spread between the bid and asked prices of such instruments are unusually wide. Structured Securities CIG may invest client assets in strategies that consist of structured instruments, such as structured notes and warrants, and are offered and sold pursuant to a registration statement filed with the SEC or in a transaction exempt from registration under the U.S. Securities Act of 1933, as amended (the "Securities Act"). CIG may invest in structured investments issued by third-party issuers and may also invest directly in the referenced asset(s) or underlying exposure (i.e., the index) for a period of time in an effort to maintain the exposure intended by the strategies. The terms and risks of each structured investment vary materially depending on the creditworthiness of the issuer, the nature of the referenced asset and the maturity of the instrument, among other factors. Investments in CDOs and CLOs CIG manages CLOs. In addition, certain Funds or Accounts managed by CIG may invest in CDOs or CLOs. These obligations present certain risks that are similar to those of the other types of fixed-income obligations in which clients may invest. Multiple tranches of securities are issued by the CDO or CLO, offering investors various maturity, yield and credit risk characteristics. Tranches are categorized as senior, mezzanine and subordinated/equity, according to their degree of credit risk. If there are defaults or the CDO's or CLO's collateral otherwise underperforms, scheduled payments to senior tranches take precedence over those of Page 23 of 53  UBS Asset Management (Americas) LLC Credit Investments Group Form ADV Part 2A mezzanine tranches, and scheduled payments to mezzanine tranches take precedence over those of subordinated/equity tranches. In addition, the subordinated notes of a CDO or CLO generally do not benefit from any creditors’ rights or ability to exercise remedies under the indenture. The subordinated notes are not guaranteed by another party. Subordinated notes are subject to greater risk than the more senior, secured notes issued by the CDO or CLO. Investing in CDOs or CLOs also will entail a variety of risks, such as prepayment risk, credit risk, liquidity risk, market risk, structural risk, legal risk and interest rate risk. In addition, the performance will be affected by a variety of factors, including its priority in the capital structure of the issuer thereof, the availability of any credit enhancement, the level and timing of payments and recoveries on and the characteristics of the underlying loans or other assets that are being securitized, remoteness of those assets from the originator or transferor, the adequacy of and ability to realize upon any related collateral and the capability of the servicer or manager of the securitized assets. CDOs and CLOs often represent a leveraged investment and may have significant volatility in value. The possibility of increased volatility and default rates in the structured finance sector may also adversely affect the price and liquidity of the CLOs included in the Fund’s or Account’s investments. Issuers of CDO or CLO securities may acquire interests in loans and other debt obligations by way of sale, assignment or participation. The purchaser of an assignment typically becomes a lender under the credit agreement with respect to the loan or debt obligation; however, its rights can be more restricted than those of the assigning institution. In purchasing participations, an issuer of these securities will usually have a contractual relationship only with the selling institution and not the borrower. The CDO/CLO generally will have neither the right to directly enforce compliance by the borrower with the terms of the loan agreement, nor any rights of set- off against the borrower, nor any rights to object to certain changes to the loan agreement agreed to by the selling institution. The CDO/CLO may not directly benefit from the collateral supporting the related loan and may be subject to any rights of set-off the borrower has against the selling institution. In addition, in the event of insolvency of the selling institution, under the laws of the states and the United States of America, the CDO or CLO may be subject to the credit risk of the selling institution as well as of the borrower. The underlying collateral of any CDO or CLO might not be diverse. For instance, the concentration of an underlying loan collateral portfolio in any one obligor would subject an investor in the CDO or CLO (especially if the client held the equity tranche of the CDO or CLO) to a greater degree of risk with respect to defaults by such obligor. Similarly, the concentration of a portfolio in any one industry would subject an investor in the CDO or CLO (especially if the client held the equity tranche of the CLO) to a greater degree of risk with respect to economic downturns relating to such industry. Total Return Swaps Certain clients of CIG will obtain synthetic exposure to investment strategies through the use of one or more total return swaps. Total return swaps are contracts in which one party (i.e., the client) agrees to make periodic payments to another party (i.e., the counterparty, which may be an affiliate of CIG) based on the change in market value of the assets underlying the contract, which may include a specified security, basket of securities or securities indices during the specified period, in return for periodic payments based on a fixed or variable interest rate or the total return from other underlying assets. The total rate of return of the assets underlying the contract on which the swap is based may exhibit substantial volatility and in any given period may be positive or negative. The client’s investment in a total return swap is subject to leverage risk because, in addition to its total net assets, the client would be subject to investment exposure on the notional amount of the swap. In addition, there is the risk that the total return swap may be terminated by the client or the counterparty in accordance with its terms or as a result of regulatory changes. Asset Backed Security ("ABS") Investments ABSs are highly complex investments. Their complexity gives rise to the risk that investors, parties involved in their creation and issuance, and other parties with an interest in them may not have the same understanding of how these investments behave, or the rights that the various interested parties have with respect to them. In addition, due to their complex structure, ABS may be difficult to value and may have reduced liquidity. Page 24 of 53  UBS Asset Management (Americas) LLC Credit Investments Group Form ADV Part 2A CIG may invest client assets in ABS that are subordinate in right of payment and rank junior to other securities that are secured by or represent an ownership interest in the same pool of assets. Investments in subordinated ABS involve greater credit risk of default than the senior classes of the issue or series. Many of the default- related risks of “whole loan” mortgages will be magnified in subordinated securities. Default risks will likely be further pronounced in the case of ABS secured by, or evidencing an interest in, a relatively small or less diverse pool of underlying loans. Certain subordinated securities (i.e., first loss securities) absorb all losses from default before any other class of securities is at risk, particularly if such securities have been issued with little or no credit enhancement or equity. Such securities therefore possess some of the attributes typically associated with equity investments. Foreign Investments Prices of a client's investments in foreign investments may go down because of unfavorable foreign government actions, political instability or the absence of accurate information about foreign issuers. In addition, political, diplomatic, or regional conflicts, terrorism or war, social and economic instability, and internal or external policies or economic sanctions limiting or restricting foreign investment, the movement of assets or other economic activity may affect the value and liquidity of foreign securities. The imposition of sanctions by governmental or supranational authorities on securities may hamper or prevent the trading of such investments and thus significantly lower their value. Also, a decline in the value of foreign currencies relative to the U.S. dollar will reduce the value of investments denominated in those currencies. In addition, foreign investments are sometimes less liquid and harder to sell and to value than investments of U.S. issuers. Each of these risks is more severe for investments of issuers in emerging market countries. Use of Derivatives Funds or Accounts managed by CIG may be permitted to invest in a variety of derivative instruments, including the purchasing and selling of credit default swap protection. The risks posed by derivatives include, but are not limited to: (i) credit risks (the exposure to the possibility of loss resulting from a counterparty’s failure to meet its financial obligations); (ii) market risks (adverse movements in the price of a financial asset or commodity); (iii) legal risks (an action by a court or by a regulatory or legislative body that could invalidate a financial contract); (iv) operational risks (inadequate controls, deficient procedures, human error, system failure or fraud); (v) documentation risks (exposure to losses resulting from inadequate documentation); (vi) liquidity risks (exposure to losses created by the inability to prematurely terminate a derivative); (vii) system risks (the risk that financial difficulties in one institution or a major market disruption will cause uncontrollable financial harm to the financial system); (viii) concentration risks (exposure to losses from concentration of closely-related risks such as exposure to a particular industry or exposure linked to a particular entity); and (ix) settlement risks (the risk that a party to a contract faces when it has performed its obligations under a contract but has not yet received value from its counterparty). Government Securities Risk Yields available from U.S. Government and agency securities are generally lower than yields from many other fixed income investments. Further, there is a risk that the U.S. Government will not provide financial support to U.S. government agencies, instrumentalities or sponsored enterprises if it is not obligated to do so by law. Although many types of Government Securities, such as those issued by the Federal National Mortgage Association (“Fannie Mae”), Federal Home Loan Mortgage Corporation (“Freddie Mac”) and Federal Home Loan Banks may be chartered or sponsored by Acts of Congress, their securities are neither issued nor guaranteed by the U.S. Department of the Treasury and, therefore, are not backed by the full faith and credit of the United States. Use of Leverage For certain clients, CIG will employ leverage in a number of ways including purchasing instruments with the use of borrowed funds, selling securities short, trading options or futures contracts, using total return swaps, structured notes, asset-based lending facilities and repurchase agreements. The more leverage employed, the more likely it is that a substantial change will occur, either up or down, in the value of the instrument. Page 25 of 53  UBS Asset Management (Americas) LLC Credit Investments Group Form ADV Part 2A Borrower Fraud Investing in loans or other debt instruments involves the possibility of material misrepresentation or omission on the part of the relevant borrower. CIG will generally rely upon the accuracy and completeness of representations made by borrowers to the extent reasonable when it makes investment recommendations but cannot guarantee such accuracy or completeness. Benchmark Rate Risk To the extent that a Fund or Account’s investments, borrowing facilities, hedging activities, or other assets or structures are tied to interest rates based on benchmark or reference rates, the Fund or Account may be subject to certain material risks, including the risk that a benchmark or reference rate is terminated, ceases to be published or otherwise ceases to be broadly used by the market. Regulators, central banks, governments and other market participants have transitioned historical instruments to new benchmark rates. Such transitions have the potential to: increase volatility or illiquidity in markets; cause delays in or reductions to financing options for Funds and Accounts and issuers in which Funds and Accounts are invested; increase the cost of borrowing; reduce the value of certain instruments or the effectiveness of certain hedges; cause uncertainty under applicable legal documentation; or otherwise impose costs and administrative burdens relating to factors that include document amendments and changes in systems. Private placement risk Certain portfolios may hold securities that are neither listed on a stock exchange nor traded OTC, including privately placed securities and limited partnerships. As a result of the absence of a public trading market for these securities, they may be less liquid than publicly traded securities. Short sales risk Short sales involve the risk that the client will incur a loss by subsequently buying a security at a higher price than the price at which the client previously sold the security short. This would occur if the securities lender required the client to deliver the securities the client had borrowed at the commencement of the short sale and the client was unable to either purchase the security at a favorable price or to borrow the security from another securities lender. If this occurs at a time when other short sellers of the security also want to close out their positions, a "short squeeze" can occur. A short squeeze occurs when demand is greater than supply for the security sold short. Moreover, because the loss on a short sale arises from increases in the value of the security sold short, such loss is theoretically unlimited. By contrast, the loss on a long position arises from decreases in the value of the security and therefore is limited by the fact that a security's value cannot drop below zero. The risks associated with short sales increase when the client 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. Cash/cash equivalents risk To the extent a Fund or Account 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, if any or other portfolios that remain fully invested. Market Risk The market value of a client's 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 and environmental disasters, recessions, rapid inflation, the imposition of international sanctions, pandemics or other public health threats could also significantly impact a client and its investments. These risks may be magnified if certain events of developments adversely interrupt the global Page 26 of 53  UBS Asset Management (Americas) LLC Credit Investments Group Form ADV Part 2A supply chain, and could affect companies worldwide. Volatility Risk CIG may invest in volatile instruments such as derivatives, which are frequently valued based on implied volatilities of such derivatives compared to the historical volatility of underlying financial instruments. Fluctuations or prolonged changes in the volatility of such financial instruments, therefore, can adversely affect the value of investments held by clients. In addition, many non-U.S. financial markets are not as developed or as efficient as those in the U.S., and as a result, price volatility may be higher for investments in non-U.S. financial markets. Systemic Risk Credit risk may arise through a default by one of several large institutions that are dependent on one another to meet their liquidity or operational needs, so that a default by one institution causes a series of defaults by the other institutions. This is sometimes referred to as a “systemic risk” and may adversely affect financial intermediaries, such as clearing agencies, clearing houses, banks, securities firms and exchanges, with which CIG may interact on a daily basis. Systemic risk could result in increased volatility of financial markets and a greater risk of counterparty default. International Conflicts Wars and other international conflicts, such as the Israel-Palestinian conflict and the ongoing military conflict between Russia and the Ukraine has caused disruption to global financial systems, trade and transport, among other things. In response, multiple other countries have put in place sanctions and other severe restrictions or prohibitions on certain of the countries involved, as well as related individuals and businesses. However, the ultimate impact of these conflicts and their effect on global economic and commercial activity and conditions, and on the operations, financial condition and performance of Funds, Accounts, or any particular industry, business or investee country and the duration and severity of those effects, is impossible to predict Financial Institution Risk; Distress Events An investment in a Fund or Account is subject to the risk that one of the Fund’s or Account’s banks, brokers, hedging counterparties, lenders or other custodians of some or all of the Fund’s or Accounts 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, CIG, the Funds, Accounts 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 CIG to manage the Funds and Accounts and their investments, and on the ability of CIG, any Fund or Account and/or portfolio companies in which a Fund or Account invests 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 a Fund or Account to pay fees and expenses in the event the Fund or Account 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 or Account to acquire or dispose of investments at prices that the relevant managing entity believes reflect the fair value of such investments and/or the inability of portfolio companies to make payroll, fulfill obligations and maintain operations. Although CIG expects to exercise contractual remedies under the Page 27 of 53  UBS Asset Management (Americas) LLC Credit Investments Group Form ADV Part 2A 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. Many Financial Institutions require, as a condition to using their services or otherwise, that CIG and/or the relevant Fund or Account maintain all or a set amount or percentage of their respective accounts or assets with a qualified custodian, which heightens the risks associated with a Distress Event with respect to such custodians. Although CIG seeks to do business with custodians that it believes are creditworthy and capable of fulfilling their respective obligations to the Funds, CIG is under no obligation to use a minimum number of custodians with respect to any Fund, or to maintain account balances at or below the relevant insured amounts. Artificial Intelligence The Funds and Accounts 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. Referrals from Affiliates Employees of UBS AMA LLC's affiliates may receive payments from CIG or a client in the event the employee refers an opportunity that results in an investment by CIG on behalf of that client in a portfolio company or financial instrument. Any incentive payments are made consistent with client guidelines and UBS AMA LLC’s policies and procedures, which address related conflicts of interest. Identifying attractive investment opportunities at favorable prices is difficult and involves a high degree of uncertainty. There can be no assurance as to the number of investment opportunities that will be made available to clients of CIG as a result of referrals. Non-Public Information In the ordinary course of business, CIG or its affiliates will come into possession of material non-public information with respect to an issuer of securities or other instruments (e.g., bank debt or investments involving a restructuring) in which a client has invested, or in which CIG intends to or is researching as a potential investment for its clients. Possessing such information may limit the ability of CIG to buy or sell such securities or other instruments on behalf of its clients. Accordingly, CIG may be prohibited from buying or selling such securities or other instruments on behalf of its clients at times when CIG might otherwise wish to buy or sell such investments. Investment in Funds Risks Possibility of different information rights Certain investors in a Fund may receive information regarding the Fund’s portfolio that is not generally available to other shareholders and, as a result, may be able to take actions (i.e., redeem their shares) on the basis of such information which, in the absence of such information, other shareholders do not take. In addition, the Fund’s swap counterparties may receive information regarding the Fund’s portfolio that is not generally available to other shareholders and, if such parties or their affiliates invest in the Fund, may be able to take actions (i.e., redeem their shares) on the basis of such information which, in the absence of such information, other shareholders do not take. Page 28 of 53  UBS Asset Management (Americas) LLC Credit Investments Group Form ADV Part 2A Illiquidity Risk An investment in certain Funds or Accounts, including, but not limited to, Funds or Accounts with direct lending investment strategies, will require a long-term commitment, with no certainty of return. There most likely will be little or no near-term cash flow available to investors. In addition, the securities issued by Funds or Accounts typically cannot be sold by an investor except pursuant to a registration statement filed under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or in a private placement or other transaction exempt from registration under the Securities Act and that complies with any applicable non-U.S. securities laws. Interests in such a Private Fund have not been registered under the Securities Act or any other applicable securities laws. In these cases, there is no public market for such interests and none is be expected to develop. In addition, investors in such a Private Fund will generally be restricted from transferring their ownership interests in the Private Fund. Investors may be prohibited from withdrawing capital from certain Private Funds and, as such, will not be able to liquidate their investments prior to the end of the Private Fund’s term. Systems and Operational Risks Generally Clients depend on CIG to develop and implement appropriate systems for their activities. In particular, Funds and Accounts rely heavily and on a daily basis on financial, accounting and other data processing systems. In addition, Funds and Accounts rely on information systems to store sensitive information about the Fund or Account and its investors, as well as CIG and its affiliates. Certain of CIG’s activities with respect to its clients will be dependent upon systems operated by third parties, including brokers, prime brokers, administrators, market counterparties and other service providers, and CIG may not be in a position to verify the risks or reliability of such third party systems. Failure in such systems and similar clearance and settlement facilities or with other parties could result in mistakes made in the confirmation or settlement of transactions, or in transactions not being properly booked, evaluated or accounted for. Disruptions in CIG’s operations may cause a client to suffer, among other things, financial loss, the disruption of trading or investment operations, liability to third parties, regulatory intervention or reputational damage. Any of the foregoing failures or disruptions could have a material adverse effect on a client. System Failure As CIG makes extensive use of computer hardware, systems and software, clients may be exposed to risks caused by failures of IT infrastructure and data. In addition, outright failure or a partial impairment (whether due to external situations or internal file corruption) of the underlying hardware, operating system, software or network may leave CIG unable to trade either generally or in certain of a client’s strategies, and this may expose the client to risk should the outage coincide with turbulent market conditions. To ameliorate this risk, backup and failover plans have been put in place by CIG. Nevertheless, in the worst case, CIG may have to liquidate a client’s entire portfolio as the only safe way to proceed should a crippling system outage occur. Data Feed Failure CIG utilizes data feeds from a number of sources. If these data feeds were to be corrupted, compromised, or discontinued in any manner, or not delivered or accessible in a timely manner, the models may not be properly formulated. This failure to receive the data feeds or receive the data feeds in a timely manner may leave CIG unable to trade on behalf of a client or may result in trades that are not aligned with CIG’s intended goal, and this may expose the client to risk of loss or loss of opportunities, in particular if the loss of the data feed coincides with turbulent market conditions. If the data feeds are compromised or discontinued in any material manner or if the data feeds are not delivered or accessible in a timely manner, it may result in a loss to the client, which could be material. Absence of Regulatory Oversight Although certain Private Funds or Accounts managed by CIG may be considered similar in some ways to an investment company, they are not required and do not intend to register as such under the Investment Company Act and, accordingly, investors in those vehicles are not accorded the protections of the Investment Company Act. Page 29 of 53  UBS Asset Management (Americas) LLC Credit Investments Group Form ADV Part 2A 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 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-sponsored Fund or Account advised by CIG. 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. Prospective investors in any Fund or Account should consult their own tax advisors regarding all aspects of FATCA as it affects their particular circumstances. Tax Treatment There may be changes in tax laws or interpretations of such tax laws adverse to a Private Fund (i.e., partnership) or its limited partners. There can be no assurance that the structure of a partnership or of any investment will be tax-efficient to any particular limited partner. Also, there can be no assurance that a partnership will have sufficient cash flow to permit it to make annual distributions in the amount necessary to permit Limited Partners to pay all tax liabilities resulting from their ownership of the partnership’s interests. Prospective investors are urged to consult their tax own advisers with reference to their specific tax situations. Environmental, Social and Governance (“ESG”) Matters CIG seeks to incorporate certain ESG factors into its investment process in certain investment strategies in accordance with its procedures and subject to its fiduciary duty and any applicable legal, regulatory or contractual requirements. There is no guarantee that CIG will be able successfully to implement its ESG practices while achieving its investment strategy. In addition, applying ESG factors to investment decisions is qualitative and subjective by nature, and there is no guarantee that the criteria utilized by CIG, or any judgment exercised by CIG, will reflect the beliefs or values of any particular investor. There are also significant differences in interpretations of what ESG characteristics mean by region, industry and topic, as well as the interpretations of their scope and materiality. CIG’s interpretations and decisions are expected to differ from others’ views and could also evolve over time. In addition, in evaluating an investment, CIG expects to depend upon information and data provided by a number of sources, including the relevant investments and/or various reporting sources which could be incomplete, inaccurate or unavailable, and which could cause CIG to incorrectly assess a company’s ESG practices and/or related risks and opportunities. CIG does not intend independently to verify all ESG information reported by investments or third parties. Further, considering ESG qualities when evaluating an investment could result in the selection or exclusion of certain investments based on CIG’s view of certain ESG-related and other factors and could cause the relevant Funds or Accounts not to make an investment that they would have made or to make a management decision with respect to an investment differently than they would have made in the absence of the ESG practices. For avoidance of doubt, however, CIG does not expect to subordinate a Fund’s or Account’s investment returns or increase a Fund’s or Account’s investment risks as a result of (or in connection with) the consideration of any ESG factors. Page 30 of 53  UBS Asset Management (Americas) LLC Credit Investments Group Form ADV Part 2A Further, ESG practices are evolving rapidly and there are different principles, frameworks, methodologies, and tracking tools being implemented by other asset managers, and CIG’s adoption and adherence to various such principles, frameworks, methodologies and tools is expected to vary over time. There is also a growing regulatory interest across jurisdictions in improving transparency regarding the definition, measurement and disclosure of ESG factors. CIG’s ESG practices could become subject to additional regulation in the future, and CIG cannot guarantee that its current approach will meet future regulatory requirements or predict the manner in which any such future requirements (including any enforcement with respect thereto) could affect a Fund, Account or its investments, including with respect to future administrative burdens and costs. Management risk The risk that the investment strategies, techniques and risk analyses employed by CIG may not produce the desired results. CIG’s judgments about the fundamental value of securities or investments or other factors that determine the attractiveness of investments acquired for a portfolio may prove to be incorrect. In addition, CIG's judgments about asset allocations, exposure to foreign currencies, credits, rates and other macro-economic factors may prove to be incorrect. In some cases, investments may be unavailable or the firm may choose not to use them under market conditions when their use, in hindsight, may be determined to have been beneficial. Other Risks In addition to the risks discussed above, clients may be subject to the following additional investment risks: (i) counterparty risk; (ii) foreign currency risks; (iii) commodities risk; (iv) increased government regulation; or (v) duplication or “layering” of expenses. Potential conflicts of interest also may arise from the relationship between CIG and any of its affiliates. Those conflicts are discussed in greater detail in Item 10 of this Brochure. For a complete discussion of an Account’s or a Fund’s strategies and the principal investments risks of those strategies, please read carefully the Governing Documents and any other documents received in connection with your investment. CIG's investment advisory activities, including client investments in Funds, Accounts or underlying portfolio company operations, are subject to various other risks and material adverse effects from events beyond the control of CIG, including terrorist attacks, cyberattacks, military conflicts, economic or political sanctions, disease pandemics, political unrest or natural disasters. To ameliorate these risks, business continuity plans have been put in place by UBS AMA LLC and its affiliates. Nevertheless, despite these efforts and plans, there can be no guarantee these events will not adversely affect CIG's advisory activities. Page 31 of 53  UBS Asset Management (Americas) LLC Credit Investments Group Form ADV Part 2A Item 9: Disciplinary Information Overview This section of the Brochure describes the any legal or disciplinary events that are material to a client’s or prospective client’s evaluation of our advisory business or the integrity of our management. 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 policies 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 U.S. Securities and Exchange Commission (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 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 Page 32 of 53  UBS Asset Management (Americas) LLC Credit Investments Group Form ADV Part 2A 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 CSAM, with UBS AMA LLC as the surviving entity. UBS AMA LLC now acts as registered investment adviser to the CS Funds. On December 13, 2023, the SEC entered an administrative cease-and-desist order (the “Order”) against the Credit Suisse Investment Advisers and CSSU. The Credit Suisse Investment Advisers and CSSU consented to the Order without admitting or denying the findings therein. The SEC alleged in the Order that the Consent Judgment caused the Credit Suisse Investment Advisers and CSSU to be deemed ineligible to provide the Services to registered investment companies, including the CS Funds, under Section 9(a) of the 1940 Act and that, during the period from October 24, 2022 to June 7, 2023, the Credit Suisse Investment Advisers acted as investment adviser and CSSU acted as principal underwriter to the CS Funds in violation of Section 9(a) of the 1940 Act. Under the terms of the Order, the Credit Suisse Investment Advisers and CSSU were censured and agreed to cease and desist from committing or causing any violations and any future violations of Section 9(a) of the 1940 Act. The Credit Suisse Investment Advisers and CSSU agreed to pay disgorgement, prejudgment interest and civil penalties totaling $10,080,220. Other Matters UBS AMA LLC has made available other disciplinary items in Part I, Item 11 of the ADV which can be found on the SEC’s website at www.adviserinfo.sec.gov. As UBS AMA LLC is under the ultimate control of UBS Group, it has U.S and non-U.S. affiliates that engage in a variety of financial services activities. UBS AMA LLC may be required to disclose certain disciplinary events involving those affiliates. In addition, such actions may require UBS AMA LLC to seek exemptive or other relief from the SEC or other regulators to permit it to continue conducting its investment advisory business. There is no assurance that such relief will be granted or, if granted, what terms or conditions UBS AMA LLC may need to agree to with respect to its business because of the conduct of its business units and affiliates. Page 33 of 53  UBS Asset Management (Americas) LLC Credit Investments Group Form ADV Part 2A Item 10: Other Financial Industry Activities and Affiliations Overview This section of the Brochure contains information about our financial industry activities and affiliations. We provide information about the material relationships and arrangements we have with advisory affiliates or any persons under common control with our 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. UBS Asset Management (US) Inc., an affiliate of UBS AMA LLC, is a registered broker-dealer and a member of the Financial Industry Regulatory Authority "FINRA") for the limited purpose of facilitating the distribution of collective investment vehicles, such as mutual funds managed by UBS AMA LLC and its affiliates. A number of UBS AMA LLC’s management persons and personnel are also principals or registered representatives of UBS Asset Management (US) Inc. Futures Commission Merchant, Commodity Pool Operator, or Commodity Trading Advisor 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 AN 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 NFA as futures commodities merchants (“FCMs”) CPOs, and/or CTAs: UBS Securities LLC (FCM, CPO, and CTA), 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 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. Page 34 of 53  UBS Asset Management (Americas) LLC Credit Investments Group Form ADV Part 2A • Affiliated Broker-Dealers, Municipal Securities Dealers and Government Securities Broker-Dealers: The following affiliates of UBS AMA LLC are broker-dealers registered in the United States: UBS Securities LLC; UBS Financial Services Inc.; UBS Asset Management (US) Inc.; UBS Fund Services (USA) LLC; and Credit Suisse Securities (USA) LLC. Certain of these affiliates are also registered as municipal securities dealers and/or government securities broker-dealers. In addition, UBS AMA LLC has numerous broker- dealer affiliates operating outside the United States. A complete list of affiliated broker-dealers is available to clients upon request. If consistent with applicable law and contractual arrangements with clients, some transactions for client accounts may be executed through our broker-dealer affiliates, which may earn commissions in connection with such transactions. These affiliates are compensated by clients for executing the transactions; however, UBS AMA LLC has no agreements with its affiliates that obligate it to direct client transactions to such affiliates and UBS AMA LLC receives no compensation from its affiliates in connection with such transactions. All such transactions are executed in compliance with our duty to seek best execution, the Advisers Act, and other applicable law. UBS AMA LLC does not generally act as principal or broker in connection with client transactions. In connection with transactions in which our affiliated broker-dealers may act as principal, UBS AMA LLC, in compliance with applicable regulatory requirements, will disclose to the advisory client the terms of the trade, that the trade will be conducted on a principal basis and obtain the client’s informed consent prior to completion of each such transaction. UBS AMA LLC will recommend that a client engage in such a transaction only when we 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. 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. Page 35 of 53  UBS Asset Management (Americas) LLC Credit Investments Group Form ADV Part 2A UBS AMA LLC and its affiliates are authorized to effect agency transactions through an affiliated broker- dealer for its clients that are registered investment companies (the "Mutual Funds") pursuant to procedures adopted in accordance with Rule 17e-1 under the Investment Company Act (and approved by the Mutual Funds' Boards of Directors/Trustees). Rule 17e-1 is intended to ensure that all brokerage commissions paid by the Mutual Funds are reasonable and fair. Further, any transactions between the Mutual Funds and any other advisory account for which we also act as investment adviser are effected consistent with the requirements and conditions of Rule 17a-7 under the Investment Company Act. • 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-end or closed-end investment companies registered under the Investment Company Act to qualifying investors: investment portfolios of the funds under PACE Select Advisors Trust. o The UBS Funds o PACE Select Advisors Trust. Please note that in most cases, various sub-advisers manage the o 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. o SMA Relationship Trust o UBS Investment Trust o UBS Series Funds o UGA A&Q Funds – A&Q Multi-Strategy Fund, A&Q Technology Fund, LLC, A&Q Long/Short Strategies Fund LLC o Credit Suisse Commodity Return Strategy Fund o Credit Suisse Commodity Return Strategy Portfolio o Credit Suisse High Yield Bond Fund Inc. o Credit Suisse Asset Management Income Fund, Inc. o Credit Suisse Floating Rate High Income Fund o 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 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 Page 36 of 53  UBS Asset Management (Americas) LLC Credit Investments Group Form ADV Part 2A materials for RE and Farmland, along with strategy or fund information related to various UBS AMA LLC products or services, in the same presentation. Such presentations would contain both GIPS compliant and non-GIPS compliant materials. In addition, UBS Asset Management division includes various “Participating Affiliates” operating outside the United States that provide investment management services. UBS AMA LLC may, in its discretion, 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 because 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 AMA LLC client accounts. Such advisory affiliates include, but are not limited to: o UBS Asset Management (Australia) Ltd. o UBS Asset Management (Canada) Inc. o UBS Asset Management (Deutschland) GmbH o UBS Asset Management (Hong Kong) Limited o UBS Asset Management (Italia) SGR S.p.A o UBS Asset Management (Japan) Limited o UBS Asset Management (Shanghai) Limited o UBS Asset Management (Singapore) Ltd. o UBS Asset Management Switzerland AG o UBS Asset Management (Taiwan) Ltd. o UBS Asset Management (UK) Ltd. o UBS Farmland Investors, LLC o UBS Realty Investors, LLC o Credit Suisse Asset Management Limited o Credit Suisse (Singapore) Ltd. o Credit Suisse Investment Management (Shanghai) Co. Ltd. o Aventicum Capital Management (Qatar) LLC Advisory affiliates that provide fund administration services outside the United States, include, without limitation: o UBS Asset Management Funds Ltd. o UBS Fund Management (Ireland) Ltd. o UBS Fund Management (Switzerland) AG o UBS Fund Services (Luxembourg) S.A. o 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. Page 37 of 53  UBS Asset Management (Americas) LLC Credit Investments Group Form ADV Part 2A 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. • 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 a variety of financial services activities. In the regular course of business, UBS Group and its affiliates may engage in activities where their interests or the interests of their clients conflict with the interests of CIG’s clients. The potential conflicts of interest for a particular Fund or Account that may arise due to the broad spectrum of activities engaged in by the UBS Group, UBS AMA LLC and its affiliates are described in detail in the applicable Governing Documents. These potential conflicts, which may arise in the regular course of business include, but are not limited to: (i) UBS Group and its affiliates may receive investment banking fees from portfolio companies or parties involved in transactions with CIG’s clients; (ii) UBS Group or its affiliates may act, or may seek to act, as a financial adviser to third parties in connection with the sale or purchase of securities or businesses meeting the investment objectives of CIG’s clients, which may prevent CIG from investing on behalf of clients 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 CIG’s is also seeking to buy on behalf of a client, or a potential buyer of an existing portfolio company or any assets or businesses held by an existing portfolio company; Page 38 of 53  UBS Asset Management (Americas) LLC Credit Investments Group Form ADV Part 2A (iv) CIG’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 CIG’s own clients) is expected to or seeks to participate or (b) in a company in which the UBS group, its affiliates or one of their clients (or one of CIG’s own clients) already has made, or concurrently will make or seek to make, an investment; (v) A client of CIG may hold a different class of securities of the same issuer than another client of CIG or a different class than UBS Group, its affiliates, or one of their clients; (vi) Purchases or sales of securities, assets, or businesses whose securities are held by a client of CIG may be made from or to UBS Group, a UBS Group affiliate or one of their clients (or another client of CIG); (vii) Proceeds from the sale of investments by one of CIG’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 CIG’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 CIG’s clients; (ix) CIG’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 CIG’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 CIG’s clients and may take actions harmful to CIG’s clients. CIG 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 and procedures include electronic and physical barriers to prevent the misuse of confidential information within UBS Group. In managing client portfolios, CIG may acquire investments representing parts or levels of an issuer’s capital structure different than those held in other client portfolios. CIG acknowledges there will be conflicts of interest in managing such investments in distressed situations. For example, CIG, on behalf of a client, will on occasion 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 CIG receiving confidential information that may, as a result of applicable securities laws or the internal procedures of CIG, limit or otherwise constrain CIG’s flexibility in purchasing or selling securities or other obligations with respect to all client portfolios. At times, CIG, 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, CIG may choose to implement information barrier procedures to allow investments to be managed independently by preventing the transmission of private side information to those managing public side client holdings. These procedures are designed to balance the various investment interests of all clients during distressed situations, manage potential conflicts between clients, and satisfy fiduciary duties owed to all clients. Investment banking affiliates of CIG may advise buyers acquiring a distressed company, while CIG serves on the creditors’ committee of the company as a result of Page 39 of 53  UBS Asset Management (Americas) LLC Credit Investments Group Form ADV Part 2A its clients’ equity or debt holdings of the company. CIG has established information barrier procedures as well. In addition, other potential conflicts of interest may arise due to the activities of CIG and its personnel. These potential conflicts include, but are not limited to, the following: (i) personnel of CIG may serve as directors of certain companies in which CIG’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 CIG’s clients; and (ii) personnel of CIG may serve in various other capacities and will devote such time to each of CIG’s clients as CIG, in its sole discretion, deems necessary to carry out the operations of each client effectively. CIG 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 CIG or its affiliates creates a potential conflict of interest because CIG could benefit from disproportionately allocating investment opportunities to those client accounts subject to performance fees. CIG has adopted procedures designed to ensure that investment opportunities are allocated fairly among eligible accounts (i.e., clients with similar investment strategies) over time. 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 CIG’s clients and UBS Group and its affiliates or their clients (or another client of CIG) will be discussed and resolved on a case-by-case basis by senior officers of UBS Group and its affiliates and representatives of CIG, or internally by CIG, 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 CIG’s clients or any one of CIG’s clients. To the extent possible, CIG will seek to engage in arm’s-length transactions in which UBS Group and its affiliates have a direct or indirect financial interest. Expert Research Networks CIG 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 and CIG have procedures in place that seek to address such conflicts, including managing the risks of receiving inside information. Direct Lending Origination Conflict A conflict may arise when Funds and Accounts advised by CIG have lent funds to a borrower and a direct lending opportunity arises whereby a direct lending investment by CIG would be extended to the same borrower (e.g., providing additional financing, supporting the refinancing of existing debt, etc.). In such case, this transaction could be viewed as potentially benefiting either the Funds and Accounts with current holdings or those involved in the direct lending financing, positions in the borrower. CIG maintains procedures to address this potential conflict, including ensuring that the transaction is in the best interest of our clients. Additional information regarding this potential conflict can be found in the applicable Governing Document. Page 40 of 53  UBS Asset Management (Americas) LLC Credit Investments Group Form ADV Part 2A Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Trading Overview This section of the Brochure contains a summary of our Code of Ethics. We also describe circumstances where we may recommend, buy, or sell investments 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 for identifying, escalating, and addressing any potential or actual conflicts of interest that may present themselves between employees, officers and directors of UBS AMA LLC and UBS AMA LLC’s clients. The Code incorporates the following general principles which all employees are required to uphold: • UBS AMA LLC and its employees must at all times place the interest of its clients ahead of their own; • No principal or employee of UBS AMA LLC may buy or sell securities for his or her personal account portfolio(s) where their investment decision is a result of information received because 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 pre-clearance 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 Initial Public Offerings. 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 Initial Public Offerings under certain conditions and with pre-clearance. 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 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. Page 41 of 53  UBS Asset Management (Americas) LLC Credit Investments Group Form ADV Part 2A All UBS AMA LLC employees are required, upon hire and annually, to confirm receipt of the Code and to attest to their compliance with the policies and procedures therein. Employees are also required to: (i) disclose any covered personal accounts, as defined in the Code, within 10 calendar days of becoming an employee of UBS AMA LLC, including certain immediate family member accounts; (ii) submit initial and annual holdings reports disclosing their personal securities holdings in any covered personal accounts; (iii) submit quarterly reports disclosing all personal securities transactions in any covered personal accounts; and (iv) report any violations of the Code promptly to the Head of Compliance of the applicable business unit. Holdings and transactions may be periodically reviewed by 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, 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 the Code to any client or prospective client upon request. Participation or Interest in Client Transactions General CIG may purchase or sell, or recommend for purchase or sale, for clients investments 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, CIG may recommend to our clients, or purchase for our clients, investments of issuers in which UBS has an interest. We may also invest in or recommend for purchase for our clients investments 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, which includes CIG as a separate business unit, is structured as a separate and distinct business from our affiliates that conduct banking, investment banking, broker-dealer (other than pooled fund distribution), wealth management or a variety of other financial services businesses. In providing such services, our affiliates may have access to material, non-public information. In order to prevent the improper communication of such inside information, UBS AMA LLC and its affiliates have established policies and procedures designed to prevent the misuse of such information and the spread of such information within or across business divisions. CIG’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, CIG may be precluded from effecting or recommending transactions in particular investment for its clients that we may otherwise believe are an attractive investment. Material, nonpublic information may also become available to CIG 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. From time to time, CIG and our affiliates may engage in cross-marketing their services to clients and prospects. As noted above, CIG and our affiliates have policies and procedures in place to prevent the improper flow of information to or from CIG as a result of such cross-marketing opportunities. CIG expects to execute trades through its related persons on both a principal and agency basis, as discussed in further detail below. All such activities will be conducted in accordance with the CIG’s duty to seek best execution for its clients and otherwise in accordance with applicable law, including Section 206 of the Advisers Page 42 of 53  UBS Asset Management (Americas) LLC Credit Investments Group Form ADV Part 2A Act and the rules thereunder. These activities, if required or appropriate, will include appropriate disclosure to and receipt of consent from an independent source such as a conflicts review service provider, an advisory committee, an independent adviser or an authorized representative of the relevant client. Further, when engaging in such transactions, CIG will seek to comply, as applicable, with the Advisers Act, the Investment Company Act, the ERISA, and/or other applicable laws, rules or regulations, including any interpretations, modifications, exemptions or other relief or permission from or by the SEC, SEC staff, the U.S. Department of Labor (the “DOL”), DOL staff or other authority with appropriate jurisdiction. UBS AMA LLC, and CIG have established policies, procedures and disclosures designed to address and monitor potential conflicts of interest arising in connection with trading between accounts of its clients and UBS AMA LLC and its affiliates. As a result of differences in client objectives, strategies and risk tolerances, CIG may give different advice or make different recommendations to different clients that are authorized to invest in the same investments. In addition, our investment advice may differ from advice given by other business divisions within 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. Underwritings In conformance with clients’ investment objectives and subject to compliance with applicable law, CIG may purchase securities or investments for client accounts during an underwriting or other offering of securities in which an affiliated broker-dealer acts as a manager, co-manager, underwriter or placement agent, or receives a benefit in the form of management, underwriting, or other fees paid to members of an underwriting syndicate. Affiliates of ours may act in other capacities in such offerings for which a fee, compensation, or other benefit will be received. From time to time, our affiliates will be current investors in, or lenders to, companies engaged in an offering of securities or other investments which we may purchase on behalf of clients, and the proceeds of such purchases may be used to pay off or retire the interests of our affiliates. Such purchases may provide a direct or indirect benefit to our affiliates acting as a selling holder, through the return of capital or otherwise. CIG may also participate in offerings of investments in which a related person may serve as trustee, depositor, originator, arranger, service agent or other service provider in which fees will be paid to such related person. Further, a related person may act as originator and/or servicing agent of loans or receivables for an offering in which we may invest client assets. Participation in such offering may directly or indirectly relieve obligations of related persons. For clients subject to ERISA, such investments will be made in accordance with the terms of applicable prohibited transaction exemptions. Principal Transactions To the extent permitted by applicable law, CIG may enter into transactions and buy or sell securities or instruments for the account of certain clients when one or more affiliates of UBS AMA LLC acts as principal or otherwise makes a market in such securities or investments or when an affiliate is the underwriter of such securities or investments. Use of such affiliates will create conflicts of interest due to the conflicting loyalties between the affiliate and CIG’s clients. To mitigate this conflict of interest, when CIG enters into a principal transaction it employs either a designated Conflicts Review Board, the independent board of directors of the related Fund or Account or an authorized representative of the client to obtain consent to the transaction. In addition, a review process is used to ensure that consent for the transaction is received and complies with applicable law. Failure to obtain consent may result in unwinding or “breaking” the trade at the expense of CIG. However, in selecting any affiliate, CIG will use the same criteria as it uses to select any other broker or dealer, including a fiduciary obligation and to seek best execution. Page 43 of 53  UBS Asset Management (Americas) LLC Credit Investments Group Form ADV Part 2A Cross Transactions CIG may buy or sell securities or investments for clients when an affiliate of UBS AMA LLC serves as broker for both the CIG’s client and the party on the other side of the transaction. CIG also may direct a client to sell investments to another client, subject to applicable guidelines. If CIG engages in such transactions, it will receive no compensation in connection therewith and will seek to comply with applicable law. To the extent an affiliated broker-dealer of UBS AMA LLC receives compensation in connection with such a transaction, CIG will disclose the dual capacity in which the affiliated broker is acting and will obtain the consent of the client prior to effecting the transaction, unless the client, prior to effecting the transaction, has granted permission to engage in these types of transactions in accordance with Rule 206(3)-2 under the Advisers Act. Cross transactions include trades between Private Funds or Accounts advised by CIG or its affiliates. Cross transactions will enable CIG to purchase or sell a block of securities or other instruments for a client at a set price and possibly avoid an unfavorable price movement that may be created through entrance into the market with such purchase or sell order. In all cases, if CIG engages in a cross transaction, it will do so if it believes it is in the best interest of all clients participating in the transaction. This may have a potentially conflicting division of responsibilities to both parties to a principal or cross transaction. For additional information concerning the interests of CIG and its affiliates in client transactions, see Item 10 above. Investments in Funds and Accounts When permitted by applicable law and the client's investment guidelines, and when considered by CIG to be in the best interests of a client, we may recommend to clients and may invest client assets in various Funds and Accounts managed by CIG or an affiliate. UBS AMA LLC may or may not receive compensation for such services from the Funds and Accounts. As previously noted, under certain circumstances and where permissible by regulations, the investment of an investor’s assets in a Fund or Account may result in multiple layers of fees paid to CIG and such Fund or Account. Any such layered fees would be disclosed in the Governing Documents associated with the investment. Page 44 of 53  UBS Asset Management (Americas) LLC Credit Investments Group Form ADV Part 2A Item 12: Brokerage Practices 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 relative to their competitive bid/ask execution levels 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 Brokers and Dealers; Commission Rates CIG has a fiduciary duty to its clients to seek best execution when effecting transactions on their behalf. In executing, placing or transmitting orders for its clients, CIG seeks to fulfill its best execution fiduciary responsibilities by taking sufficient or reasonable steps to obtain the best possible results. As part of best execution, CIG takes into account a variety of factors which include, without limitation, execution criteria, execution factors, execution venues, research, and where applicable, counterparty selection, in addition to any other relevant factors. In the course of executing client transactions, CIG may also utilize the execution services of a counterparty (including a related person) rather than trading directly with a market maker for certain financial instruments, when CIG believes it is in the best interest of a client. Each security, loan, or derivative transaction will be placed with specific broker-dealers or other counterparties selected by CIG with the overriding goal of receiving “best execution” at a fair, competitive bid/ask execution brokerage cost. CIG will seek to select broker-dealers (which may include its affiliates) and other trading counterparties based on a variety of factors, including, without limitation, portfolio characteristics (including portfolio investment guidelines/restrictions and regulations that may affect how orders are placed for the client), the characteristics of the order, the characteristics of the financial instruments that are the subject of that order, execution capabilities with respect to the relevant type of order, commissions charged, the reputation and financial condition of the firm, and research or brokerage services provided by the counterparty. The use of affiliated broker-dealers creates certain conflicts of interests, including the fact that the affiliate and certain of its employees may receive additional compensation. CIG will determine the overall reasonableness of the bid/ask execution levels, brokerage commissions or dealer spreads and other transaction costs on client transactions by taking into account various factors, including, but not limited to, current market conditions, size and timing of the order, depth of the market, bid and ask levels, per share price, difficulty of execution, the time taken to conclude the transaction, the extent of the broker-dealer’s commitment, if any, of its own capital, and the transaction size. In the course of executing client transactions, and when in the best interests of our clients, we may utilize the execution services of a broker-dealer (including a related person) other than the market-maker for certain over-the- counter transactions. These approaches bear different costs that we take into consideration as part of our execution strategy in the best interest of our clients. Leveraged loans and distressed debt transactions are subject to settlement periods in excess of the typical settlement periods for securities (i.e., publicly traded equities, corporate bonds). Settlement periods for leveraged loans range from seven days or longer. The seller is the owner of record until the settlement date and as such, is paid the requisite interest and fees from the administrative agent bank through that date. As part of the settlement process, the buyer is entitled to a certain portion of the requisite interest and fees based upon the standard industry settlement date ranges for secondary and primary loans. Should the actual settlement date go beyond the standard industry settlement date ranges referred to above for reasons not caused by the buyer or as a result of certain other defined exemptions, the buyer would be entitled to a certain portion of the requisite interest and fees for the settlement period beyond the industry standard date ranges. Page 45 of 53  UBS Asset Management (Americas) LLC Credit Investments Group Form ADV Part 2A Soft Dollars CIG does not currently have any commission sharing agreements with any of its brokers and does not engage in soft dollar practices. However, if it did, commissions for the combination of execution and research services that meet CIG’s standards may be higher than for execution services alone or for services that fall below CIG’s standards. Further, CIG would only seek to receive brokerage or research services in connection with securities transactions in a manner consistent with the “safe harbor” provisions of Section 28(e) of the Securities Exchange Act of 1934, as amended. To the extent that CIG provides advisory services to multiple clients, research would be used to service all of CIG's clients, not just those paying for it, and the benefits would not necessarily be allocated proportionately to the accounts generating soft dollar credits. Trade Aggregation, Allocation and Errors With respect to clients that invest directly in investment securities or other assets, if CIG believes that the purchase or sale of an investment is in the best interest of more than one Fund or more than one Account, it may (but is not obligated to) aggregate the orders to be sold or purchased to obtain favorable execution or lower brokerage commissions, to the extent practicable and when permitted by the Governing Documents, applicable laws and regulations. Although no specific method of allocation of transactions (as well as expenses incurred in the transactions) is expected to be used, when trades are aggregated, the transactions, as well as the expenses incurred in the transactions, will be allocated by CIG according to procedures designed to seek to ensure that such allocation is fair and equitable over time and consistent with CIG's fiduciary duty and client guidelines in order to construct a fully invested portfolio (including its duty to seek to obtain best execution of trades). Aggregation of orders under this circumstance should, on average, decrease the costs of execution. Generally, each client that participates in an aggregated transaction will typically receive a price for the aggregated order in that investment on a given business day, by broker, with transaction costs shared pro rata based on each client's allocations to the relevant trade. Client accounts that may be aggregated may include Funds and Accounts managed by CIG's affiliates and accounts in which CIG and its affiliates and their respective officers, directors, agents or employees own interests or may benefit directly or indirectly Depending upon markets conditions, the aggregation of orders may result in higher or lower average prices paid or received. Orders which are not aggregated are entered at the market prices prevailing at the time of the transaction. Accordingly, trades that are not aggregated and entered at different times during the same day may result in different pricing. In addition, derivative transactions may be priced by the counterparty or pursuant to the respective documentation for the derivative transactions. Thus, the instruments in client portfolios may be priced at different levels as a result of the timing of execution. While CIG seeks to minimize the price disparity that may result, there can be no assurance that consistent pricing will be achieved among clients. Further, there is no assurance that clients with similar strategies will hold the same investments or perform in a similar manner. As noted below, CIG may not be able to aggregate transactions for clients who direct the use of a particular broker-dealer. In those instances, the client also may not benefit from any improved execution or lower commissions that may be available for such transactions. Similar to CIG's process to aggregate trades, allocations of investment opportunities are made in a manner which CIG deems to be fair and equitable to clients over time. Additionally, due to the nature of certain assets as well as specific client guidelines, a pro-rata allocation of trading opportunities is not always feasible and as a result such allocations are driven primarily by a number of factors, including client guidelines, Governing Documents, legal and tax considerations and CIG's internal investment procedures. Under certain circumstances, clients will not be charged the same commission or commission equivalent rates in connection with a bunched or aggregated order. The effect of the aggregation therefore, on some occasions could either advantage or disadvantage a particular client. CIG's internal investment procedures are based in general on its overall view of market conditions relative to each portfolio including such factors as the nature and size Page 46 of 53  UBS Asset Management (Americas) LLC Credit Investments Group Form ADV Part 2A of existing and other portfolios under management as the nature and size of existing holdings and cash positions. For example, consideration may be given to Funds and Accounts which are ramping up or have sizable inflows or outflows of funds. Allocations may be made to client accounts managed in a similar manner in order to provide similar size exposure to investments. For more information about trade allocation practices for a particular Fund or Account, please refer to the applicable Governing Documents. Errors CIG's policies, procedures and systems have been reasonably designed to minimize potential errors when managing client assets. While CIG employs policies and procedures to avoid errors, it should be noted that any policy or procedure developed could not possibly anticipate every potential error. For example, errors may occur in the investment decision-making process (e.g., a decision may be to purchase an investment or an amount of an investment that violates client guidelines), in the trading process (e.g., a buy order may be executed as a sell order or vice versa), or as operational or settlement errors. We endeavor to identify such errors at the earliest possible time, correct them as soon as practicable, including but not limited to reallocation, where appropriate and documentation. Depending on the type and severity of the error, the firm will typically undertake a review to determine whether a potential systemic weakness exists which requires adjustment in order to reasonably prevent reoccurrences of such errors. Broker or Dealer to be Used Most clients for whom CIG serves as investment adviser leave the selection of brokers or dealers to effect security and investment transactions to the discretion of CIG. In certain circumstances, including with respect to certain arrangements with third-party platforms, CIG may be instructed which brokers and dealers to use or not to use to execute securities transactions. The use of these designated brokers or dealers for brokerage purposes will, at all times, be subject to CIG's overriding goal of receiving “best execution” at a fair, competitive execution level or brokerage cost, for its clients, but it may not be possible for CIG to obtain for affected clients the lower rates or costs that might be obtainable if CIG had full discretion in the selection of the executing firm. Other Affiliated Transactions To the extent an affiliate is a participating underwriter in a syndicate, the affiliate may receive an indirect benefit from the purchase of shares, notes, securities or investments, as applicable, from the underwritings by client accounts. Purchases from an underwriting syndicate in which an affiliate is a participating underwriter for clients who are subject to ERISA or the Investment Company Act will be made in compliance with the terms of Prohibited Transaction Exemption 75-1, or other applicable exemption, and Rule 10f-3 under the Investment Company Act, or other applicable rule, respectively. Secondary transactions between CIG client accounts and affiliate brokers are conducted in accordance with Section 206(3) of the Investment Advisers Act, and pursuant to policies and procedures designed to manage potential conflicts of interest. See Item 10: Other Financial Industry Activities and Affiliations, for further information on client consent requirements for principal and agency cross transactions with an affiliate broker. Page 47 of 53  UBS Asset Management (Americas) LLC Credit Investments Group Form ADV Part 2A Item 13: Review of Accounts Overview This section of the Brochure describes our process for reviewing client accounts. We also describe the types of reports we provide to clients. Generally, CIG meets with each institutional client on a periodic basis, such as quarterly, semi-annually or annually, in order to review investment strategy, performance and administrative matters. CIG has processes in place for reviewing portfolio transactions for consistency with investment objectives, suitability, and that over time investment opportunities are fairly allocated among eligible accounts. There is considerable variation in the number of accounts assigned to different client portfolio managers, middle office professionals, and client coverage professionals, depending upon such factors as the type of account, the amount of assets under management, the nature of the investment goals and objectives and the location of the client. The nature and frequency of reporting to clients will vary depending upon a number of factors, including the investment program chosen by the client, the needs of the client, and the terms of the contract and other discussions between the client and CIG. Accounting and performance written reports are generated for each client on a periodic basis. CIG also reconciles every account independently against bank or brokerage statements to seek to ensure that income is properly credited to the account and that errors will not go undetected. Generally, assets for which market quotations are readily available are assigned an independent mark and all other assets are assigned a “fair value,” subject to policies and procedures on valuation and oversight by the CIG Business Pricing Forum comprised of representatives from various functions, including CIG senior management. Page 48 of 53  UBS Asset Management (Americas) LLC Credit Investments Group Form ADV Part 2A Item 14: Client Referrals and Other Compensation Overview This section of the Brochure describes our process for client referrals and related compensation arrangements. Affiliated or unaffiliated persons ("promoters") may, from time to time, refer, solicit, or introduce clients to CIG or investors in Private Funds advised by CIG. CIG, including through UBS AMA LLC, may compensate certain promoters consistent with the requirements of applicable law and regulation, including the Advisers Act as well as applicable state/local laws and regulations. For instance, we may pay a promoter a recurring fee, a one-time fee or a portion of the advisory fees or revenues that we earn for managing client or investor assets referred to us by the promoter. The costs of such referral fees are typically paid entirely by CIG, including through UBS AMA LLC, and do not result in any additional charges to the client or investor. However, certain referral arrangements may result in additional costs to a client or investor in addition to CIG's advisory fee. UBS AMA LLC's 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. UBS AMA LLC 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. CIG will conduct these activities in accordance with Rule 206(4)-1 under the Advisers Act (the “Marketing Rule”) which includes certain requirements when compensating persons who refer prospective clients or investors to CIG. Clients and investors receive specific disclosures related to these arrangements as required by the Marketing Rule and applicable law. In addition, 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 CIG (or UBS AMA LLC generally). UBS AMA LLC employees may occasionally refer clients to our affiliates and may be compensated by such affiliates, consistent with the requirements of applicable law and regulation. Where we have the discretion to allocate client assets we are managing to an affiliate for management as a sub-adviser, we will not receive any referral fees as a result of such allocation. Clients may also retain their own consultants to whom they pay fees directly. UBS AMA LLC 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 UBS AMA LLC’s investment processes may occasionally attend internal investment strategy meetings, provided that the consultant has executed a confidentiality agreement prior to attending the meetings. Page 49 of 53  UBS Asset Management (Americas) LLC Credit Investments Group Form ADV Part 2A Item 15: Custody Overview This section of the Brochure describes our custody of Client assets. Neither UBS AMA LLC nor CIG seeks to maintain direct custody of client assets. However, under Rule 206(4)- 2 under the Advisers Act, “custody” is broadly defined to also include holding indirectly client funds or securities, or having any authority to obtain possession of them. In particular, in respect to CIG's clients, CIG would be considered to have custody either: (i) with respect to Accounts, because CIG is authorized under the client’s agreement with CIG to withdraw the client’s funds or securities maintained with a third-party custodian upon CIG's instruction to the third-party custodian; and (ii) with respect to Funds, CIG or an affiliate of CIG may serve in a capacity (such as general partner of a limited partnership, managing member of a limited liability company or a comparable position for another type of pooled investment vehicle, or trustee of a trust) that gives it legal ownership of or access to the Funds’ funds or securities. In order to avoid any conflict of interest that indirect custody of client assets may cause, CIG would, where relevant, comply with the applicable conditions of Rule 206(4)-2. In particular, CIG sends periodic account statements to our clients. We believe, after due inquiry, that our clients’ qualified custodians send periodic account statements to them as well. Additionally, Private Funds may engage independent public accountants to conduct an annual audit in accordance with Rule 206(4)-2. If the investors in such Private Funds receive audited financial statements prepared in accordance with U.S. generally accepted accounting principles ("GAAP"), within 120 days of each Private 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 this rule. In limited instances for (i) Accounts for which CIG would have custody for reasons other than authority to pay advisory fees or (ii) Funds for which CIG is not required or is unable to timely deliver audited financial statements of the Fund to its investors, UBS AMA LLC would be required to undergo an annual surprise examination for such Funds or Accounts. The auditor's procedures for a surprise examination would include confirmation of assets and confirmation of contributions and withdrawals. In addition, for certain Funds, UBS Group affiliates may be utilized for custodial services and other securities transactions that could result in CIG being deemed to have custody of the Fund’s assets. When such situations arise, CIG's affiliates will engage a third-party accounting firm to perform an internal control review to satisfy the requirements of the custody rule. To ensure the safekeeping of their assets, clients should review and reconcile any account statements received from CIG with those received from their qualified custodian, and should promptly notify CIG and their qualified custodian if any discrepancies are identified. Page 50 of 53  UBS Asset Management (Americas) LLC Credit Investments Group Form ADV Part 2A Item 16: Investment Discretion Overview This section of the Brochure describes our discretionary arrangements when providing investment advisory services to Clients. UBS AMA LLC, including CIG, offers both discretionary (clients who have authorized UBS AMA LLC to execute transactions for their accounts without prior approval) and non-discretionary (clients who require that transactions be either traded by or authorized by them in advance) investment management services. In either circumstance, clients may limit or prohibit CIG from engaging in certain transactions due to asset allocation ranges, restrictions on the purchase of particular classes of securities or specific issuers, or other investment factors or account requirements or guidelines. In addition, clients may further limit our authority by requiring that all or a portion of the client’s transactions be executed through client’s designated broker-dealer (“client directed brokerage”). Before CIG will assume discretionary authority for a client, the client and CIG must enter into an investment management agreement granting us authority to execute trades for the client. Restrictions and limitations applicable to Fund or Accounts are disclosed within their Governing Documents. Page 51 of 53  UBS Asset Management (Americas) LLC Credit Investments Group Form ADV Part 2A Item 17: Voting Client Securities Overview This section of the Brochure describes how CIG manages proxy votes on behalf of our Clients. Underlying Investments in a Fund or Account may not typically convey traditional voting rights, and the occurrence of corporate governance or other consent or voting matters for this type of investment is substantially less than that encountered in connection with registered equity securities. On occasion, however, an investor may receive a notice associated with an underlying investment seeking the consent of or voting by holders (“proxies”). CIG is required to describe its proxy voting policies and procedures and, upon the request of any client, to provide such person with (i) the actual policies and procedures and (ii) information about votes cast on behalf of such client. These policies and procedures: (i) address CIG’s overall policy to vote client proxies in the best interest of clients. and in a manner that maximizes the value of the client’s investments; (ii) identify the persons responsible for monitoring corporate actions, determining whether and how to vote proxies and submitting proxies and (iii) describe CIG’s approach to addressing material conflicts of interest that may arise in connection with the consideration of a proxy. In general, proxies will be voted in the best interests of its clients, where appropriate, in the best interests of its clients, where appropriate, in consultation with the services of an independent third party – Institutional Shareholder Services Inc. (“ISS”) which provides issue analysis and vote recommendations for proxy proposals and consultation with a client’s investment professional that is responsible for the relevant portfolio investment. CIG's investment professionals will vote proxies in a manner they believe to be consistent with the best interest of clients. The investment professionals monitor potential conflicts and will take appropriate measures to mitigate any such conflicts. From time to time, conflicts can be expected to arise between the interests of a client, on the one hand, and the interests of CIG and its affiliates, on the other hand. If CIG determines that it has, or may be perceived to have, a conflict of interest when voting a proxy, CIG will address matters involving such conflicts of interest on a case-by- case basis in a fair and equitable manner, seeking to take appropriate measures to mitigate any such conflicts subject to legal, regulatory, contractual or other applicable considerations. Most discretionary clients give CIG the authority to vote proxies on their behalf. However, clients may opt to retain the right to vote proxies for securities in their account. If a client has retained proxy voting rights, the client is responsible for making arrangements to receive proxies and other solicitations directly from its custodian or transfer agents for the issuers. CIG does not generally communicate its proxy recommendations to such clients, but such clients may request to consult CIG with questions about a particular proxy. Records of proxy materials and votes are maintained by CIG. A copy of CIG’s full proxy voting policy is available to clients upon request. Additionally, information about how we voted proxies for securities held in a client’s account will be made available to that client upon request. Page 52 of 53  UBS Asset Management (Americas) LLC Credit Investments Group Form ADV Part 2A Item 18: Financial Information Overview This section of the Brochure describes our financial condition, including whether CIG has been the subject of any bankruptcy petition and whether we require fee payment in advance. CIG is not required to attach a balance sheet since we do not require or solicit the payment of fees six months or more 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 clients. Neither CIG nor UBS AMA LLC has ever been the subject of a bankruptcy proceeding. Page 53 of 53 

UBS Asset Management LLC GRA Americas Fo rm ADV Part 2A Form ADV Part 2A Brochure Item 1 – Cover Page SEC File Number 801-34910 Global Real Assets (GRA) Americas, a distinct business unit of UBS Asset Management (Americas) LLC 787 7th Avenue New York, NY 10019 (212) 713-2000 https://www.ubs.com/us/en/assetmanagement/capabilities/infrastructure.html March 31, 2025 This brochure (“Brochure”) provides information about the qualifications and business practices of UBS Asset Management (Americas) LLC. If you have any questions about the contents of this Firm Brochure, please contact OL- GRA_ADV@ubs.com. The information in this Brochure has not been approved or verified by the United States Securities and Exchange Commission (the “SEC “) or by any state securities authority. Additional information about UBS Asset Management (Americas) LLC (“UBS AMA LLC”) is also available on the SEC’s website at www.adviserinfo.sec.gov. You can search this site by a unique identifying number, known as a CRD number. Our Firm’s CRD number is 106838. UBS Asset Management (Americas) LLC is registered as an investment adviser pursuant to the Investment Advisers Act of 1940, as amended. Registration with the SEC or any state securities authority does not imply a certain level of skill or training. ’ 1  UBS Asset Management LLC GRA Americas Fo rm ADV Part 2A Item 2: Material Changes UBS Asset Management (Americas) LLC (“UBS AMA LLC” ) filed its most recent annual update to the Brochure on March 30, 2024, and its latest other-than-annual update on June 7, 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 unit”) was launched by combining the alternatives multi-manager selection franchises from the Asset Management division and Global Wealth Management division of UBS AG. UGA absorbed the former distinct business units of UBS AMA LLC, 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”) from Credit Suisse Securities (USA) LLC (“CSSU”) were assigned to UBS AMA LLC as part of the UGA business unit, as of March 1, 2025. The investment governance framework for the investment verticals within UGA remain unchanged until further adjustment of policies and procedures. Accordingly, the organizational structure of UBS AMA LLC comprises the following businesses (1) the institutional advisory and fund business unit (“UBS AM”); (2) the multi-manager hedge fund, private credit, private equity, real estate and infrastructure advisory unit (“UGA”); (3) the single manager hedge fund and commodity unit (“O’Connor”); (4) the Credit Investments Group (“CIG”), a global non-investment grade credit manager and (5) the direct infrastructure advisory business, which is managed as part of the (“Global Real Assets Americas” or “GRA Americas”) business unit. The direct real estate and direct farmland investment businesses of GRA Americas operate through two affiliated registered investment advisers, as described in Item 4 – Advisory Business of this Brochure. We may update this Brochure at any time and will either send you a copy or offer to send you a copy (either electronically or in hard copy) as may be necessary or required, but at least on an annual basis. Clients and prospective clients should review this entire brochure carefully. Additional information about GRA Americas, including a copy of this and Brochures for other business units within UBS AMA LLC, is also available on the SEC’s website at www.adviserinfo.sec.gov. 2  UBS Asset Management LLC GRA Americas Fo rm ADV Part 2A Item 3 – Table of Contents Item 1 – Cover Page ............................................................................................................................................. 1 Item 2: Material Changes ..................................................................................................................................... 2 Privacy Notice....................................................................................................................................................... 4 Item 4: Advisory Business ..................................................................................................................................... 5 Item 5: Fees and Compensation ........................................................................................................................... 9 Item 6: Performance-Based Fees and Side-By-Side Management ......................................................................... 10 Item 7: Types of Clients ...................................................................................................................................... 11 Item 8: Methods of Analysis, Investment Strategies and Risk of Loss ................................................................... 38 Item 9: Disciplinary Information .......................................................................................................................... 52 Item 10: Other Financial Industry Activities and Affiliations .................................................................................. 54 Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Trading .............................. 61 Item 12: Brokerage Practices .............................................................................................................................. 64 Item 13: Review of Accounts .............................................................................................................................. 65 Item 14: Client Referrals and Other Compensation ............................................................................................. 66 Item 15: Custody ............................................................................................................................................... 67 Item 16: Investment Discretion ........................................................................................................................... 68 Item 17: Voting Client Securities ........................................................................................................................ 69 Item 18: Financial Information ............................................................................................................................ 70 3  UBS Asset Management LLC GRA Americas Fo rm 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 individuals who need to know that information in order 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 their 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 that are controlled by a member of UBS AMA LLC or that control or are under common 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. 4  UBS Asset Management LLC GRA Americas Fo rm ADV Part 2A Item 4: Advisory Business Overview This section of the Brochure contains a general description of UBS Asset Management (Americas) LLC (“UBS AMA LLC” ) and its organizational and ownership structure, and specific information related to the UBS GRA Americas (also referred to as “we,” “our,” or “GRA Americas”), a distinct business unit of UBS AMA LLC, including the types of advisory services we provide and the investment instruments we use, how we tailor advisory services to client needs, and, if applicable, our participation in managed account programs . General description and ownership UBS Asset Management (Americas) LLC is an indirect, wholly owned subsidiary of UBS Group AG (“UBS”), a publicly traded company (NYSE: UBS). As of the date of this Brochure, UBS Americas Inc. directly owns 75.3% 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, now known 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 Delaware limited liability company in anticipation of two internal legal entity transactions and the global integration with Credit Suisse. On April 1, 2024, UBS AMA LLC absorbed two of its wholly owned subsidiaries, UBS Hedge Fund Solutions, LLC and UBS O’Connor, LLC, and on May 1, 2024, UBS AMA LLC merged with CSAM, with UBS AMA LLC as the surviving entity in all three transactions (the latter referred to herein as the “CSAM Merger”). 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 the UBS AMA LLC that offers Active Equities, Active Fixed Income, Active Multi-Asset Portfolio Engineering & Trading ("PE&T") and Partnership Solutions investment strategies, as well as advisory services to funds registered under the Investment Company Act of 1940, as amended (the "Investment Company Act” or the “1940 Act”). As part of the CSAM merger, certain legacy CSAM businesses that are in run-off or wind- down mode were incorporated into UBS AM. 2. Global Real Assets Americas (“GRA Americas”) is comprised of the direct infrastructure business area 5  UBS Asset Management LLC GRA Americas Fo rm ADV Part 2A 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. The direct infrastructure business is covered in this Brochure and are described more fully herein. 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 result of the CSAM Merger. 4. Unified Global Alternatives (“UGA”) offers a comprehensive spectrum of multi-manager alternatives investment solutions and advisory services, including a wide range of multi-manager strategies and co- investment opportunities which provide broad based, diversified exposure to hedge fund, private credit, private equity, real estate and infrastructure asset classes with various risk and return profiles. 5. Credit Investments Group (“Credit Investments Group” or “CIG”) was added as a business unit in UBS AMA LLC following the CSAM Merger. The Credit Investment Group was established in 1997 and specializes in the management of portfolios of leveraged loans, high-yield bonds, 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 GRA Americas business and its operations. Other business units listed above may offer separate respective Brochures, which may be provided upon request. Types of advisory services GRA Americas primarily offers investment advisory services to clients including certain commingled private funds and separately managed accounts that wish to invest in direct infrastructure, including energy storage and/or eco transport assets/strategies.. Additionally, GRA Americas may seek the advice and assistance of its non-U.S. affiliates within the UBS Asset Management business division in providing investment supervisory services to its U.S. clients (in such capacity, "Participating Affiliates"). Please see Item 10 Other Financial Industry Activities and Affiliates for further information. ERISA Clients GRA Americas may provide discretionary investment management services and non-discretionary investment advisory services to clients that are employee benefit plans covered by Title I of ERISA. For ERISA plan clients, GRA Americas is usually a “covered service provider” to the plan for purposes of ERISA Section 408(b)(2). GRA Americas may provide services to ERISA plans both as a registered investment adviser under the Advisers Act and as a fiduciary within the meaning of ERISA Section 3(21). When providing discretionary investment management services to ERISA plan, it also serves as an investment manager as defined in ERISA Section 3(38). 6  UBS Asset Management LLC GRA Americas Fo rm ADV Part 2A When providing services to ERISA plan clients, GRA Americas intends to avail itself of available prohibited transaction exemptions, primarily Prohibited Transaction Exemption (“PTE”) 84-14 (the “QPAM Exemption”). To the extent UBS AMA LLC relies on the QPAM Exemption, it must also comply with the UBS individual Prohibited Transaction Exemption 2025-03 (“PTE 2025-03”), issued by the Department of Labor, which, among other conditions, requires UBS AMA LLC to maintain, implement and follow written policies and procedures related to its ERISA client accounts. ERISA plan clients have a right to obtain a copy of the written procedures developed in connection with the individual PTE. 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. Types of instruments Types of investments which GRA Americas offers investment advice on include, but are not limited to: - Pooled funds managed by GRA Americas and/or its affiliates or by unaffiliated investment managers, including, but not limited to, alternative investment funds and direct infrastructure, including energy storage and eco transportation assets - Partnership interests or other pooled interests investing in private equity investments, including venture capital, mezzanine, leveraged buyout ("LBO"), infrastructure and other alternative investments. Tailoring advisory services to client needs GRA Americas primarily provides both discretionary investment management services (clients who have authorized our firm to execute transactions for their accounts without prior approval) and institutional separately managed accounts ("SMAs") (collectively, "Clients"). Specific investment objectives, strategies, risks, fees and expenses are described in detail in each Client's investment management agreement, confidential offering memorandum and/or other governing documents (each as applicable, and collectively, "Governing Documents"). Each of GRA Americas’ funds are considered to be a client of the UBS AMA LLC. Accordingly, investors in the funds are not deemed to be advisory clients of the UBS AMA LLC and do not impose restrictions on how we invest the commingled funds above and beyond the restrictions set forth in each fund’s respective governing documents. Clients who invest through individually managed accounts may be viewed as advisory clients if such clients are obtaining securities-related advice with respect to any ancillary cash generated by the asset. These clients can impose investment guidelines or restrictions tailored to their needs under their advisory agreements. Separately managed account clients determine investment guidelines and restrictions, such as limitations on how much can be invested in the relevant asset classes or how much can be invested in any one geographic region. Any such guidelines are communicated to us in writing. We then tailor an overall strategy and an investment plan designed to conform to the objectives, guidelines and restrictions. If an investment decision involves any action not permitted under the applicable guidelines, the approval of the client is required prior to taking such action. 7  UBS Asset Management LLC GRA Americas Fo rm ADV Part 2A Investment Limitation UBS AMA LLC and UBS adhere to global policies that require compliance with relevant legal and regulatory requirements. An example of such a requirement would be sanctions, which are any measure or restriction (including those often referred to as embargoes) taken by one or more countries, their respective government agencies or by an international organization, aimed at restricting dealings of any kind with or involving another country, specific persons, legal entities, organizations or goods. UBS AMA LLC and UBS may also deem certain additional countries or industries to be high risk and may restrict business activities with certain countries, governments, government-controlled entities, territories or persons. In some cases, business activities are expressly prohibited, where other cases may require pre-approval from regional compliance personnel before any business activity can be undertaken. Assets under management Client regulatory assets under management for GRA Americas. as of December 31, 2024 are as follows: US Dollar Amount $0 GRA Americas Discretionary: $0 GRA Americas Non- Discretionary: GRA Americas Total: $0 $ 20,128,324,017 UBS AMA LLC Discretionary $ 522,117,667,258 UBS AMA LLC Non- Discretionary: UBS AMA LLC Total: $ 542,245,991,275 When counting and classifying regulatory assets under management only include those accounts and assets where we provide securities related advice or meet the definition of private funds. GRA Americas manages $1,358,640,286 in infrastructure investments as of December 31, 2024. 8  UBS Asset Management LLC GRA Americas Fo rm ADV Part 2A Item 5: Fees and Compensation Overview This section of the Brochure contains information regarding how we are compensated for our advisory services. We manage assets for clients in separately managed accounts, commingled funds and/or a combination of both. Separate Account Management and Fund Management Fees GRA Americas does not maintain a set fee schedule for separately managed accounts. Fee schedules are negotiable and vary substantially from one account to another based upon, among other things: the complexity and value of services chosen; client objectives; the investment amount; the anticipated number and type of investments involved; the scope and intensity of client servicing; and reporting. GRA Americas acts as investment manager to private and/or not registered funds. GRA Americas fees for such services are based on each investment vehicle's particular structure, investment process and other factors. GRA Americas may receive a management and performance fee for management of such funds. The amount and structure of the management fee and/or performance fee varies from fund to fund (and may vary significantly depending on the investment fund) and is set forth in the relevant offering document for each fund. In certain cases, private funds may not have a management fee outside of the pooled investment vehicle, which may be based on a separate fee schedule agreed upon by GRA Americas and the applicable investor. Other fees or expenses Clients will pay all costs, expenses and fees incurred in operating the fund or account, including costs, expenses and fees incurred for legal, accounting, audit, third-party valuation services, insurance and indemnification, preparation of financial statements and reports to Limited Partners, tax and other consulting services (including engineering and environmental consulting), and other costs, expenses, and fees incurred in the evaluation, acquisition, financing, leasing, development, management, operation, valuation, monitoring and disposition of investments (including such expenses incurred in connection with transactions that are not consummated for any reason). In addition, the commingled funds will reimburse reasonable expenses incurred by members of the fund's advisory council (and where applicable Independent Directors of the Board), which is an advisory committee composed of representatives of certain fund investors which can be consulted with respect to certain fund matters. We can share a portion of our management fees with our affiliates and one of our commingled funds operates a founding investor program where certain investors that met certain minimum investing standards and that constituted the initial investors in the fund participate in a portion of the variable fees paid to GRA Americas for a limited period. To the extent a Fund enters into joint ventures, the development and operating partners will generally be entitled to receive from the joint ventures management and other fees, as well as a promoted interest, which will be an expense of the Fund. Asset based management fees, performance-based fees and applicable expenses/costs are disclosed in more detail in each fund's confidential offering documents or in the agreement with a client governing an individual account. Fee negotiation Fee schedules for the commingled funds we manage are documented in the fund’s respective private placement memorandum ("PPM") or Governing Documents and clients in these funds pay fees according to these documented fee schedules. These fees are not negotiable since the fee schedules vary between investors. Deposits and redemptions are only accepted or processed as per Fund’s PPM redemption rules. (subject to 9  UBS Asset Management LLC GRA Americas Fo rm ADV Part 2A investment capacity or available cash). In addition, if there are organizational and initial offering expenses relating to certain investors, for example, when setting up a new share class, parallel or feeder fund, these investors, rather than the funds, generally will be subject to these expenses. Payment of fees Generally, GRA Americas does not deduct fees from client accounts, but Clients may request that their fees be deducted from their account with board approval. Management fees and performance-based fees may be reduced, waived or calculated differently for different Clients of GRA Americas, and are separate, distinct and in addition to other expenses that may be charged to Clients and disclosed in their applicable Governing Documents. GRA Americas may bill fees based upon the market value of a Client’s account as computed by the Client’s fund administrator or as shown on our internal portfolio accounting tools and may deduct fees from Client accounts after receipt of approval from the fund board. Item 6: Performance-Based Fees and Side-By-Side Management Overview In this section of the Brochure, we explain that we have performance-based fee arrangements with clients. We also describe how we manage the conflicts of interests that may arise in managing performance-based accounts alongside other accounts. GRA Americas may receive a performance-based fee, based on a percentage of profits earned within the applicable determination period as set forth in the respective Governing Documents. The term “profits” refers to an increase in the value of the net asset value of an account during the calculation period which is attributable to the net realized and unrealized gains arising from the account’s investment activities. Any performance-based fees or allocations are structured in accordance with the provisions under the Investment Advisers Act of 1940, as amended ("Advisers Act"). Such performance-based compensation is calculated and paid either quarterly or annually, as disclosed in the respective Governing Documents, and is typically subject to a “high water mark,” such that a performance-based fee or allocation may only be paid after recoupment of all prior investment losses. Clients should be aware generally that performance-based fee arrangements may create an incentive to recommend investments which may be riskier or more speculative than those which would be recommended under a different fee arrangement. Performance-based fees may create an incentive to favor accounts with higher performance fees over accounts with lower performance fees in the allocation of investment opportunities. GRA Americas seeks to resolve these potential conflicts of interest by implementing appropriate conflict mitigation processes. In addition, since the performance compensation may be calculated on a basis that includes unrealized appreciation of a Client's net asset value, such compensation may be greater than if it were based solely on realized gains. Any performance-based fees and allocations may be reduced, waived, or modified for different Clients of GRA Americas, at UBS AMA LLC’s sole discretion. 10  UBS Asset Management LLC GRA Americas Fo rm ADV Part 2A Item 7: Types of Clients Overview In this section of the Brochure, we provide information about the types of clients to whom we provide investment advice. We also discuss the conditions we may impose on the management of client accounts. General introduction GRA Americas primarily provides investment advisory services to various types of private/not registered pooled investment vehicles and institutional SMAs. Clients are required to enter into an investment advisory or investment management agreement prior to the establishment of an advisory relationship. ERISA Clients GRA Americas may provide both discretionary investment management services and non-discretionary investment advisory services to clients that are employee benefit plans covered by Title I of ERISA. For ERISA plan clients, UBS AM is usually a "covered service provider" to the plan for purposes of ERISA Section 408(b)(2). GRA Americas may provide services to ERISA plans both as a registered investment adviser under the Advisers Act and as a fiduciary within the meaning of ERISA Section 3(21). When providing discretionary investment management services to ERISA plans, it also serves as an investment manager as defined in ERISA Section 3(38). In addition to institutional separate accounts for ERISA clients, GRA Americas may serve as an ERISA fiduciary to plans whose assets we manage through wrap fee programs or through certain investment vehicles (e.g., private funds, collective investment trusts, etc.) whose assets are treated as plan assets under ERISA. If providing services to ERISA plan accounts, GRA Americas intends to avail itself of available prohibited transaction exemptions, primarily may rely on class Prohibited Transaction Exemption (PTE) 84-14 (the "QPAM exemption"). To the extent GRA Americas relies on the QPAM exemption, it must also comply with individual PTE 2023-14, issued by the Department of Labor, which, among other conditions, requires GRA Americas to maintain, implement and follow written policies and procedures. ERISA plan clients have a right to obtain a copy of the written policies and procedures developed in connection with the individual PTEs. However, GRA Americas may rely on exemptions other than the QPAM exemption. For example, it may rely on Prohibited Transaction Class Exemption 91-38 (“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 GRA Americas and relied on. Conditions for managing accounts GRA Americas generally requires minimum account investments, although this may be waived under certain circumstances. For certain types of investment strategies or pooled vehicles offered or managed by GRA Americas, U.S. Clients (and U.S. investors in certain of those pooled vehicles) must generally satisfy certain investor sophistication requirements, including that the Client is an "accredited investor” as defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”); a "qualified purchaser" within the meaning of section 2(a)(51) of the Investment Company Act; a "qualified institutional buyer” as defined in Rule 144A under the Securities Act; and/or a "qualified eligible person" as defined in Rule 4.7 of the Commodity Exchange Act. Legal proceedings—class actions and other matters 11  UBS Asset Management LLC GRA Americas Fo rm ADV Part 2A For SMAs, GRA Americas will not advise or act for the Client in legal proceedings, including class actions, bankruptcies or other similar legal matters with respect to securities held or that were held in a Client account. GRA Americas encourages Clients to contact their custodians to ensure they are receiving the proper notification of any such legal proceedings. Further, we encourage Clients to seek the advice of counsel regarding the participation and filing requirements associated with such matters. GRA Americas will not be responsible for any failure to meet the filing or other requirements of legal proceedings with respect to securities held or that were held in a Client account. Tax matters GRA Americas will not advise or act for a client or investors on tax matters. We encourage clients and investors (including non-U.S. investors) to consult their own legal and tax advisers for potential U.S. and/or local country legal or tax implications on any investment. 12  UBS Asset Management LLC GRA Americas Form ADV Part 2A Item 8: Methods of Analysis, Investment Strategies and Risk of Loss Overview This section of the Brochure describes the methods of analysis we use to formulate investment advice and manage assets. We also discuss the material risks that clients should generally consider when investing in any of our strategies. General introduction As stated in Item 4 Advisory Business, GRA Americas offers investment advisory and portfolio management services to clients including certain commingled funds primarily through our Direct Infrastructure, including Energy Storage and/or Eco Transport businesses. We may add investment groups, and our current investment groups may offer additional strategies at any time. Analyses and Investment Strategies for GRA Americas Infrastructure -Direct Investment (INFRA) Infrastructure assets, including energy storage and eco transport assets are the permanent assets that a society requires to facilitate the orderly operations of its economy. Transportation networks, health and education facilities, communications networks, water, energy and renewable energy distribution systems provide essential services to communities. Examples of infrastructure assets include: • Transportation assets, such as toll roads and airports; • Utility, energy and renewable energy assets, such as water, power generation, electricity and gas networks and fuel storage facilities, wind, solar and battery storage facilities; • Communications infrastructure, such as transmission towers; and • Social infrastructure, such as education, recreation, and healthcare facilities. The high barriers to entry and the monopoly-like characteristics of typical infrastructure assets mean that their financial performance should not be as sensitive to the economic cycle as many other asset classes. Investments are generally low risk given the stable and growing demand for the essential services provided, together with the regulation of the businesses and/or long-term contractual protection of revenues. GRA Americas business area consists of Infrastructure direct investments, including energy storage and eco transport investments. For our wider global infrastructure direct investments, a dedicated team manages direct investments in infrastructure equity and debt investments globally. The investment capabilities provide institutional and other long-term investors the opportunity to generate attractive risk-adjusted returns in real assets. In GRA Americas, the business incorporates ESG factors into their investment processes starting with due diligence. Our approach is to integrate sustainability where possible, leveraging best practices. The description of services offered as well as strategies or securities used by GRA Americas on behalf of its clients should not be understood to limit or constrain our investment activities. GRA Americas remains free to offer any advisory services, engage in any investment strategy and make any investment that we consider appropriate, subject to our clients’ objectives and guidelines. The investment strategies GRA Americas pursues are speculative and entail substantial risk. There can be no assurance that any of our clients will achieve their investment objectives; therefore, such activities could result in a substantial loss of capital. 38  UBS Asset Management LLC GRA Americas Form ADV Part 2A Material risks All investments carry a certain degree of risk, and GRA Americas cannot guarantee that it or any client will achieve its investment objective. A client may lose money by investing a strategy managed by GRA Americas. An investment with GRA Americas is not a deposit in a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. In particular, investments in direct assets can be very illiquid. For instance, events such as the deterioration of credit markets and increased volatility during certain time periods of illiquidity or stress resulted in a historically unprecedented lack of liquidity and decline in asset values. This risk factors described herein are not a complete enumeration or explanation of the risks involved in any particular fund or account, as the particular risks applicable to each fund or account will depend on the nature of the fund or account, its investment strategy or strategies and the types of investments held. The value of investments and the income from them will go up as well as down and the possibility of loss does exist, and investments in our funds or and accounts are not guaranteed by GRA Americas, UBS or any of their respective affiliates. In view of the risks associated with an investment in GRA Americas financial products and services, only investors able to bear the economic risk of their investment for an indefinite period and those able to afford a loss of their entire investment should consider investing. Our past performance and activities provide no assurance of future results. In addition, our fees and expenses reduce investment returns. Prospective clients should read this entire Brochure. A more detailed and specific enumeration and explanation of risks factors is contained in each fund's offering materials. Clients should also consult with their own legal, financial, and tax advisors before deciding whether to invest in a strategy. Below are some of the specific risks of investing with UBS AMA LLC, and a summary of certain risks that may be associated with our strategies. However, it is not possible to identify all of the risks associated with investing. This list of risk factors is not a complete enumeration or explanation of the risks involved in a strategy, as the particular risks applicable to a client account will depend on the nature of the account, its investment strategy or strategies and the types of securities or other investments held. While UBS AMA LLC seeks to manage accounts in a manner where risks are appropriate to the strategy or objective, it is often not possible or desirable to fully mitigate risks. • Management risk: The risk that the investment strategies, techniques and risk analyses employed by GRA Americas may not produce the desired results. GRA Americas may be incorrect in its assessment of the value of securities or assessment of market or interest rate trends, which can result in losses to investments. Also, in some cases, derivatives or other investments may be unavailable or GRA Americas may choose not to use them under market conditions when their use, in hindsight, may be determined to have been beneficial. • Market risk: The risk that the market value of the investments may fluctuate, sometimes rapidly or unpredictably, as the stock and fixed-income markets fluctuate. Market risk may affect a single issuer, industry or sector of the economy, or it may affect the market as a whole. In addition, turbulence in financial markets and reduced liquidity in equity and/or fixed-income markets may negatively affect investments. Global economies and financial markets are becoming increasingly interconnected, and conditions and events in one country, region or financial market may adversely impact issuers in a different country, region or financial market. Events such as war, acts of terrorism, natural disasters, recessions, rapid inflation, the imposition of international sanctions, pandemics or other public health threats could also significantly impact in a strategy or fund and its investments. These risks may be magnified if certain events of developments adversely interrupt the global supply chain, and could affect companies worldwide. Recent examples include pandemic risks related to the novel coronavirus (“COVID-19”) and the aggressive measures taken worldwide in response by (i) governments, including closing borders, restricting travel and imposing prolonged quarantines of, or similar restrictions on, large populations, and (ii) businesses, including forced or voluntary closures, changes to operations and reductions of staff. The effects of COVID- 19 have contributed to increased volatility in global financial markets and may affect certain countries, 39  UBS Asset Management LLC GRA Americas Form ADV Part 2A regions, companies, industries and market sectors more dramatically than others. The COVID-19 pandemic has had, and any other outbreak of an infectious disease or serios environmental or public health concern could have, significant negative impact on economic and market conditions, could exacerbate pre-existing political, social and economic risks in certain countries or regions and could trigger a prolonged period of global economic slowdown. It is not known how long the impact of the COVID-19 pandemic will, or future impacts of other significant events would, last or the severity thereof. To the extent investments are overweight in certain countries, regions, companies, industries or market sectors, such positions will increase the risk of loss from adverse developments affecting those countries, regions, companies, industries or sectors. • Risk of loss: Investing in securities/assets involves risk of loss that clients should be prepared to bear. The investment decisions that GRA Americas makes for a client are subject to various market, currency, economic, political and business risks, and our investment decisions based on such factors will not always be profitable. • No guarantee of investment objectives: GRA Americas does not guarantee or warrant that a client’s account will achieve its investment objectives, performance expectations, risk and/or return targets. • No government guarantee: An investment in an account or fund managed by GRA Americas is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. • Personnel risk: GRA Americas generally utilizes a team approach to managing investment portfolios. However, certain strategies may be dependent upon the expertise of certain key personnel, and any future unavailability of their services could have an adverse impact on the performance of clients invested in such strategies. • Diversification and liquidity risk: Unless otherwise agreed upon by a client and GRA Americas, we will not be responsible for the client’s overall diversification, asset allocation, or liquidity needs. In addition, certain of our strategies may be non-diversified, hold illiquid assets and/or hold a low number of investments. An investment in a fund or account managed by GRA Americas may require significant written prior notice and at predetermined intervals throughout the year, meaning such an investment may not be suitable for someone who needs immediate liquidity associated with an investment. Additionally, investments in a fund or account may be subject to gates and other redemption restrictions which may restrict liquidity. • Non-diversification risk: The risk that a fund or mandate will be more volatile than a diversified portfolio because it invests its assets in a smaller number of issuers. The gains and losses on a single security or investment may, therefore, have a greater impact on a portfolio. In addition, a strategy that invests in a relatively small number of issuers or of investments is more susceptible to risks associated with a single economic, political or regulatory occurrence than a more diversified strategy mightbe. • 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 ordinaryincome. • 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 40  UBS Asset Management LLC GRA Americas Form ADV Part 2A changes may adversely affect the value of client investments, the opportunities to pursue client investment strategies and objectives, and may negatively impact the performance of client accounts. The Volcker Rule restricts the ability of the investment manager to a pooled investment fund, meeting the definition of a "covered fund", from engaging in certain types of transactions on behalf of the covered fund with its affiliates. The types of transactions generally restricted are those involving credit risk between the advisor and the affiliated counterparty. These restrictions could adversely impact covered funds by preventing them from obtaining seed capital, loans or other commercial benefits from UBS. • Sustainability factor risk and risk of impact investing: Because a fund or mandate uses sustainability factors to assess and exclude certain investments for nonfinancial reasons, a fund or mandate may forego some market opportunities available to the fund or mandate that do not use these factors. As a result, its sustainability factors used in its investment process and the advisor’s impact investing approach will likely make the fund or mandate perform differently from the fund or mandate that relies solely or primarily on financial metrics, and its sustainability factors may be linked to long-term rather than short-term returns. The sustainability factors and the advisor’s impact investing approach may cause its industry allocation to deviate from that of fund or mandate without these considerations. • LIBOR discontinuance or unavailability risk: Certain of the funds’ investments and payment obligations may be (or previously were) based on the London Interbank Offer Rate (“LIBOR”). LIBOR was a leading floating benchmark used in loans, notes, derivatives and other instruments or investments. As a result of benchmark reforms, publication of most LIBOR settings has ceased. Some LIBOR settings continue to be published, but only on a temporary, synthetic and non-representative basis. Regulated entities have generally ceased entering into new LIBOR contracts in connection with regulatory guidance or prohibitions. A fund may continue to invest in instruments that continue to reference LIBOR or otherwise use LIBOR reference rates due to favorable liquidity or pricing, however, new LIBOR assets may no longer be available. Regulators and market participants have been working together to identify or develop successor reference rates and necessary adjustments to associate spreads (i.e., the amounts above the relevant reference rates paid by borrowers in the market) (if any). Replacement rates that have been identified include the Secured Overnight Financing Rate (“SOFR”), which is intended to replace US dollar LIBOR and measures the cost of overnight borrowings through repurchase agreement transactions collateralized with US Treasury securities, and the Sterling Overnight Index Average Rate (“SONIA”), which is intended to replace GBP LIBOR and measures the overnight interest rate paid by banks for unsecured transactions in the sterling market, although other replacement rates could be adopted by market participants. Additionally, legislation relating to the discontinuation of LIBOR and the use of replacement rates has been proposed or adopted at the state and federal levels. At this time, it is not possible to predict the effect of the establishment of SOFR, SONIA or any other replacement rates. Additionally, industry trade associations and participants are focusing on the transition mechanisms by which reference rates (including LIBOR) and spreads (if any) in existing contracts or instruments may be amended, whether through market-wide protocols, fallback contractual provisions, bespoke negotiations or amendments or otherwise. Various pieces of legislation, including enacted legislation from the states of New York and Alabama and the US Congress, may have affected the transition of LIBOR-based instruments as well by permitting trustees and calculation agents to transition instruments without effective LIBOR fallback language to a successor reference rate. Such pieces of legislation also include safe harbors from liability, which may limit the recourse a holder may have if the successor reference rate does not fully 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 41  UBS Asset Management LLC GRA Americas Form ADV Part 2A modification of the terms of a debt instrument to replace an operative rate that uses a discontinued IBOR with a qualified rate (as defined in the final regulations) including true up payments equalizing the fair market value of contracts before and after such IBOR transition, to add a qualified rate as a fallback rate to a contract whose operative rate uses a discontinued IBOR or to replace a fallback rate that uses a discontinued IBOR with a qualified rate would not be taxable. The Internal Revenue Service may provide additional guidance, with potential retroactive effect. At this time, it is not possible to exhaustively identify or predict the effect of any changes to reference rates, any establishment of alternative reference rates or any other reforms to reference rates. The elimination of LIBOR or reforms to the determination or supervision of reference rates may affect the value, liquidity or return on, and may cause increased volatility in markets for, certain fund investments and may result in costs incurred in connection with closing out positions and entering into new trades, adversely impacting a fund’s overall financial condition or results of operations. In the event that a floating rate benchmark is discontinued, UBS AMA LLC and/or its affiliates may have discretion to determine a successor or substitute reference rate, including any price or other adjustments to account for differences between the successor or substitute reference rate and the previous rate. Such successor or substitute reference rate and any adjustments selected may negatively impact the fund’s investments, performance or financial condition, and may expose the fund to additional tax, accounting and regulatory risks. • Models: Risk of Programming and Modeling Errors: UBS AMA LLC's research and modeling process is extremely complex and involves financial, economic, econometric and statistical theories, research and modeling; the results of that process must then be translated into computer code. Although UBS AMA LLC seeks to hire individuals skilled in each of these functions and to provide appropriate levels of oversight, the complexity of the individual tasks, the difficulty of integrating such tasks, and the limited ability to perform "real world" testing of the end product raises the chances that the finished model may contain an error; one or more of such errors could adversely affect a client’s portfolio. If a model or a portion of the model proves to be incorrect or incomplete, any decisions made in reliance thereon expose a client’s portfolio to potential risks of loss. This is also true for third party models that are supplied by external entities. In addition, some of the models used by UBS AMA LLC are predictive in nature. The use of predictive models has inherent risks. Because predictive models are usually constructed based on historical data supplied by third parties, the success of relying on such models may depend heavily on the accuracy and reliability of the supplied historical data. All models rely on correct market data inputs. If incorrect market data is entered into even a well-founded model, the resulting information will be incorrect. However, even if market data is input correctly, "model prices" will often differ substantially from market prices, especially for securities with complex characteristics, such as derivative securities. • Indexed portfolio risks: For indexed portfolios that seek to track or match the performance of a particular index, UBS AMA LLC does not generally take steps to reduce the portfolio's market exposure or to lessen the effects of declining markets. In addition, an indexed portfolio's performance may not be identical to the performance of its index due to various factors, including, without limitation, the fees and expenses borne by the portfolio, the timing of trade execution, and cash flows into and out of theportfolio. Investors may not invest directly in an index. Indices are not managed, and do not reflect management fees and transactions costs generally associated with certain investments or advisory services. • Risk of equity instruments: Risks associated with investing in equity securities include: The stock markets where a portfolio’s investments are traded may go down. – – An adverse event, such as negative press reports about a company in the portfolio, may depress the value of the company’s stock. – Small- and mid-capitalization risk—The risk that investments in small and medium size companies may be more volatile than investments in larger companies, as small and medium size companies generally experience higher growth and failure rates. In addition, it may be more difficult to obtain information about small and mid- capitalization companies and their securities may be more difficult to value. The trading volume of these securities is normally lower than that of larger companies. Such securities may be less liquid than others and could make it difficult to sell a security at a time or price desired. Changes in the demand for these securities generally have a disproportionate effect on their market price, tending to make prices rise more in response to buying demand and fall more in response to selling pressure. 42  UBS Asset Management LLC GRA Americas Form ADV Part 2A • Risk of fixed income investments: Risk associated with investing in fixed income securities include: – Interest rate risk: The risk that changing interest rates may adversely affect the value of an investment. An increase in prevailing interest rates typically causes the value of fixed income securities to fall. Changes in interest rates will likely affect the value of longer-duration fixed income securities more than shorter-term securities and higher-quality securities more than lower-quality securities. When interest rates are falling, some fixed income securities provide that the issuer may repay them earlier than the maturity date, and if this occurs the fund may have to invest these repayments at lower interest rates. A fixed income portfolio may face a heightened level of interest rate risk due to certain changes in monetary policy, such as certain types of interest rate changes by the Federal Reserve. Interest rate changes can be sudden and unpredictable and are influenced by a number of factors including government policy, inflation expectations and supply and demand. A substantial increase in interest rates may have an adverse impact on the liquidity of a security, especially those with longer maturities. Changes in government monetary policy, including changes in tax policy or changes in a central bank’s implementation of specific policy goals, may have a substantial impact on interest rates. There can be no guarantee that any particular government or central bank policy will be continued, discontinued or changed nor that any such policy will have the desired effect on interest rates. The risks associated with rising interest rates may be more pronounced in the near future as interest rates rise from historically low rates. During periods when interest rates are low or there are negative interest rates, fixed income portfolio’s yield (and total return) also may be low, or the portfolio may be unable to maintain positive returns or minimize the volatility of the portfolio’s net asset value. – Credit risk: The issuer may default on its obligation to pay principal or interest, may have its credit rating downgraded by a rating organization or may be perceived by the market to be less creditworthy. Lower- rated bonds are more likely to be subject to an issuer’s default than investment grade (higher-rated) bonds. Lower-rated bonds may have less liquidity and be more difficult to value particularly in declining markets. – Prepayment risk: If interest rates decline, the issuer of a security may exercise its right to prepay principal earlier than scheduled, forcing the account to reinvest in lower yielding securities. – Extension risk: If interest rates rise, the average life of securities backed by debt obligations is extended because of slower than expected payments. This will lock in a below-market interest rate, increase the security’s duration and reduce the value of the security. – Counterparty risk: The risk that the counterparty to the transaction will default on its obligations under the relevant contract, including due to its financial failure or insolvency, and the related risks of having concentrated exposure to such a counterparty. • Municipal securities risk: Municipal securities are subject to interest rate, credit, illiquidity, market and political risks. The ability of a municipal issuer to make payments and the value of municipal securities can be affected by uncertainties in the municipal securities market, including litigation, the strength of the local or national economy, the issuer’s ability to raise revenues through tax or other means, and the bankruptcy of the issuer affecting the rights of municipal securities holders and budgetary constraints of local, state and federal governments upon which the issuer may be relying for funding. Municipal securities and issuers of municipal securities may be more susceptible to downgrade, default and bankruptcy as a result of recent periods of economic stress. In addition, the municipal securities market can be significantly affected by political changes, including legislation or proposals at either the state or the federal level to eliminate or limit the tax-exempt status of municipal bond interest or the tax-exempt status of a municipal bond fund’s dividends. Similarly, reductions in tax rates may make municipal securities less attractive in comparison to taxable bonds. Legislatures also may be unable or unwilling to appropriate funds needed to pay municipal securities obligations. These events can cause the value of the municipal securities held by a portfolio to fall and might adversely affect the tax-exempt status of a fund’s investments or of the dividends that a portfolio pays. Lower-rated municipal securities are subject to greater credit and market risk than higher quality municipal securities. In addition, third-party credit quality or liquidity enhancements are frequently a characteristic of the structure of municipal securities. Problems encountered by such third-parties (such as issues negatively impacting a municipal bond insurer or bank issuing a liquidity enhancement facility) may negatively impact a municipal security even though the related municipal issuer is not experiencing problems. Municipal bonds secured by revenues from public housing authorities may be subject to additional uncertainties relating to the possibility that proceeds may exceed supply of 43  UBS Asset Management LLC GRA Americas Form ADV Part 2A available mortgages to be purchased by public housing authorities, resulting in early retirement of bonds, or that homeowner repayments will create an irregular cash flow. Further, unlike many other types of securities, offerings of municipal securities traditionally have not been subject to regulation by, or registration with, the SEC, resulting in a relative lack of information about certain issuers of municipal securities. • Foreign investing risk: The risk that prices of a fund or mandate’s investments in foreign securities may go down because of unfavorable foreign government actions, political instability or the absence of accurate information about foreign issuers. In addition, political, diplomatic, or regional conflicts, terrorism or war, social and economic instability, and internal or external policies or economic sanctions limiting or restricting foreign investment, the movement of assets or other economic activity may affect the value and liquidity of foreign securities. The imposition of sanctions by governmental or supranational authorities on securities may hamper or prevent the trading of such securities and thus significantly lower their value. Also, a decline in the value of foreign currencies relative to the US dollar will reduce the value of securities denominated in those currencies. In addition, foreign securities are sometimes less liquid and harder to sell and to value than securities of US issuers. Each of these risks is more severe for securities of issuers in emerging market countries. • Emerging market risk: The risk that investments in emerging market issuers may decline in value because of unfavorable foreign government actions, greater risks of political instability or the absence of accurate information about emerging market issuers. Further, emerging countries may have economies based on only a few industries and securities markets that trade only a small number of securities and employ settlement procedures different from those used in the United States. Prices on these exchanges tend to be volatile and, in the past, securities in these countries have offered greater potential for gain (as well as loss) than securities of companies located in developed countries. Issuers may not be subject to uniform accounting, auditing and financial reporting standards and there may be less publicly available financial and other information about such issuers, comparable to US issuers. Governments in emerging market countries are often less stable and more likely to take extralegal action with respect to companies, industries, assets, or foreign ownership than those in more developed markets. Moreover, it can be more difficult for investors to bring litigation or enforce judgments against issuers in emerging markets or for US regulators to bring enforcement actions against such issuers. Further, investments by foreign investors are subject to a variety of restrictions in many emerging countries. Countries such as those in which a fund or mandate may invest may experience high rates of inflation or deflation, high interest rates, exchange rate fluctuations or currency depreciation, large amounts of external debt, balance of payments and trade difficulties and extreme poverty and unemployment. • Investments in Russian securities: Following Russia’s invasion of Ukraine in February 2022, the United States and other governments have imposed significant sanctions on certain Russian companies and Russia more broadly. In particular, US sanctions prohibit any "new investment" in Russia which is defined to include any new purchases of Russian securities. US persons also are required to freeze securities issued by certain Russian entities identified on the List of Specially Designated Nationals, which includes several large publicly traded Russian banks and other companies. Russia has issued various countermeasures that affect the ability of non-Russian persons to trade in Russian securities. These developments have significantly impacted the value and liquidity of Russian securities as well as the ability of a strategy or a fund to buy, sell, receive, or deliver those securities. They also have impacted the value of the ruble and the Russian economy in general. It is possible that the United States and other governments may impose even more significant sanctions against Russia if the Ukraine invasion continues. • Investments in China: There are special risks associated with investments in China (including Chinese companies listed on US and Hong Kong exchanges), Hong Kong and Taiwan, including exposure to currency fluctuations, less liquidity, expropriation, confiscatory taxation, nationalization and exchange control regulations (including currency blockage). Inflation and rapid fluctuations in inflation and interest rates have had, and may continue to have, negative effects on the economy and securities markets of China, Hong Kong and Taiwan. In addition, investments in Taiwan and Hong Kong could be adversely affected by their respective political and economic relationship with China. China, Hong Kong and Taiwan are deemed by the investment manager to be emerging markets countries, which means an investment in these countries has more heightened risks than general foreign investing due to a lack of established legal, political, business and social frameworks and accounting standards or auditor oversight in these countries 44  UBS Asset Management LLC GRA Americas Form ADV Part 2A to support securities markets as well as the possibility for more widespread corruption and fraud. In addition, the standards for environmental, social and corporate governance matters in China, Hong Kong and Taiwan tend to be lower than such standards in more developed economies. There may be significant obstacles to obtaining information necessary for investigations into or litigation against companies located in or operating in China and shareholders may have limited legal remedies. Certain securities issued by companies located or operating in China, such as China A-shares, are subject to trading restrictions, quota limitations and less market liquidity. Significant portions of the Chinese securities markets may become rapidly illiquid, as Chinese issuers have the ability to suspend the trading of their equity securities, and have shown a willingness to exercise that option in response to market volatility and other events. The liquidity of Chinese securities may shrink or disappear suddenly and without warning as a result of adverse economic, market or political events, or adverse investor perceptions, whether or not accurate. Export growth continues to be a major driver of China’s rapid economic growth. As a result, a reduction in spending on Chinese products and services, a shutdown in the housing construction and development markets, institution of tariffs or other trade barriers, trade or political disputes with China’s major trading partners, or a downturn in any of the economies of China’s key trading partners may have an adverse impact on the Chinese economy. Trade disputes may trigger a significant reduction in international trade, the oversupply of certain manufactured goods, substantial price reductions of goods and possible failure of individual companies and/or large segments of China’s export industry, which could have a negative impact on a strategy or fund’s performance. Events such as these and their consequences are difficult to predict, and it is unclear whether further tariffs may be imposed or other escalating actions may be taken in the future. Additionally, developing countries, such as those in Greater China, may subject a strategy or fund’s investments to a number of tax rules, and the application of many of those rules may be uncertain. Moreover, China has implemented a number of tax reforms in recent years, and may amend or revise its existing tax laws and/or procedures in the future, possibly with retroactive effect. Changes in applicable Chinese tax law could reduce the after-tax profits of a strategy or fund, directly or indirectly, including by reducing the after-tax profits of companies in China in which a strategy or fund invests. Chinese taxes that may apply to a strategy or fund’s investments include income tax or withholding tax on dividends, interest or gains earned by a strategy or fund, business tax and stamp duty. Uncertainties in Chinese tax rules could result in unexpected tax liabilities for a strategy or fund. In December 2020, the US Congress passed the Holding Foreign Companies Accountable Act ("HFCAA"). The HFCAA provides that after three consecutive years of determinations by the US Public Company Accounting Oversight Board ("PCAOB") that positions taken by authorities in the People’s Republic of China obstructed the PCAOB’s ability to inspect and investigate registered public accounting firms in mainland China and Hong Kong completely, the companies audited by those firms would be subject to a trading prohibition on US markets. On August 26, 2022, the PCAOB signed a Statement of Protocol with the China Securities Regulatory Commission and the Ministry of Finance of the People’s Republic of China to grant the PCAOB access to inspect and investigate registered public accounting firms in mainland China and Hong Kong completely, consistent with US law. To the extent the PCAOB remains unable to inspect audit work papers and practices of PCAOB-registered accounting firms in China with respect to their audit work of US reporting companies, such inability may impose significant additional risks associated with investments in China. Further, to the extent a strategy or a fund invests in the securities of a company whose securities become subject to a trading prohibition, a strategy of a funds’ ability to transact in such securities, and the liquidity of the securities, as well as their market price, would likely be adversely affected. • Asset-backed and mortgage-backed securities risks: Certain strategies may invest in securitized debt, including asset-backed securities ("ABS") and/or mortgage-backed securities ("MBS"). The investment characteristics of MBS and ABS may differ from traditional debt securities in that interest and principal payments are made more frequently, principal may be prepaid at any time and a number of state and federal law govern and may limit right to the underlying collateral. UBS AMA LLC may invest in mortgage- and asset-backed securities that are subject to prepayment or call risk, which is the risk that the borrower’s payments may be received earlier or later than expected due to changes in prepayment rates on underlying loans. Faster prepayments often happen when interest rates are falling. As a result, UBS AMA LLC may reinvest these early payments at lower interest rates, thereby reducing UBS AMA LLC’s income. Conversely, when interest rates rise, 45  UBS Asset Management LLC GRA Americas Form ADV Part 2A prepayments may happen more slowly, causing the security to lengthen in duration. Longer duration securities tend to be more volatile. Securities may be prepaid at a price less than the original purchase value. An unexpectedly high rate of defaults on the mortgages held by a mortgage pool may adversely affect the value of mortgage-backed securities and could result in losses to UBS AMA LLC. • Derivatives risks: The value of "derivatives"—so called because their value "derives" from the value of an underlying asset, reference rate or index—may rise or fall more rapidly than other investments. It is possible for a portfolio to lose more than the amount it invested in the derivative. When using derivatives for hedging purposes, the client's overall returns may be reduced if the hedged investment experiences a favorable price movement. In addition, if a portfolio has insufficient cash to meet daily variation margin or payment requirements, it may have to sell securities at a time when it may be disadvantageous to do so. The risks of investing in derivative instruments also include market, leverage, and management risks. Derivatives relating to fixed income markets are especially susceptible to interest rate risk and credit risk. In addition, many types of swaps and other derivatives may be subject to liquidity risk, counterparty risk, credit risk and mispricing or valuation complexity. Derivatives also involve the risk that changes in the value of a derivative may not correlate as anticipated with the underlying asset, rate, index or overall securities markets, thereby reducing their effectiveness. These derivatives risks are different from, and may be greater than, the risks associated with investing directly in securities and other instruments. Changes in regulation relating to the use of derivatives and related instruments could potentially limit or impact the ability to invest in derivatives, limit the ability to employ certain strategies that use derivatives and/or adversely affect the value of derivatives. • Leverage risk associated with financial instruments: The use of certain financial instruments, including derivatives and other types of transactions used for investment (non-hedging) purposes, and the engagement in certain practices, such as the investment of proceeds received in connection with short sales to increase potential returns may cause a portfolio to be more volatile than if it had not been leveraged. The use of leverage may also accelerate the velocity of losses and can result in losses that exceed the amount originally invested. • Initial public offerings (“IPOs”) risk: The purchase of shares issued in IPOs may expose a portfolio to the risks associated with issuers that have no operating history as public companies, as well as to the risks associated with the sectors of the market in which the issuer operates. The market for IPO shares may be volatile, and share prices of newly-public companies may fluctuate significantly over a short period of time. • Private placement risk: Certain portfolios may hold securities/investments that are neither listed on a stock exchange nor traded OTC, including privately placed securities and limited partnerships. As a result of the absence of a public trading market for these securities/investments, they may be less liquid than publicly traded securities. • Short sales risk: Short sales involve the risk that the client will incur a loss by subsequently buying a security at a higher price than the price at which the client previously sold the security short. This would occur if the securities lender required the client to deliver the securities the client had borrowed at the commencement of the short sale and the client was unable to either purchase the security at a favorable price or to borrow the security from another securities lender. If this occurs at a time when other short sellers of the security also want to close out their positions, a "short squeeze" can occur. A short squeeze occurs when demand is greater than supply for the security sold short. Moreover, because the loss on a short sale arises from increases in the value of the security sold short, such loss is theoretically unlimited. By contrast, the loss on a long position arises from decreases in the value of the security and therefore is limited by the fact that a security's value cannot drop below zero. The risks associated with short sales increase when the client invests the proceeds received upon the initial sale of the security because the client can suffer losses on both the short position and the long position established with the short sale proceeds. It is possible that the client's securities held long will decline in value at the same time that the value of the securities sold short increases, thereby increasing the potential for loss. • Illiquid securities: Illiquid securities involve the risk that investments may not be readily sold at the desired time or price. Securities that are illiquid, that are not publicly traded and/or for which no market is currently available may be difficult to purchase or sell, which may impact the price or timing of a transaction. An inability to sell securities can adversely affect an account's value or prevent an account from taking advantage 46  UBS Asset Management LLC GRA Americas Form ADV Part 2A of other investment opportunities. Lack of liquidity may cause the value of investments to decline and illiquid investments or investments that trade in lower volumes may be more difficult to value. Certain strategies (e.g., multi-asset portfolios, private equity, real estate, infrastructure, etc.) may invest in illiquid assets. Exposure to an illiquid asset class will be made by purchasing interests in a privately offered pooled investment vehicle ("illiquid asset vehicle"). Investment in an illiquid asset vehicle poses similar risks as direct investments in illiquid securities. In addition, investment in an illiquid asset vehicle will be subject to the terms and conditions of the illiquid asset vehicle’s investment policy and governing documents, which often include provisions that may involve investor lock-in periods, mandatory capital calls, redemption restrictions, infrequent valuation of assets, etc. In addition, investments in illiquid securities or vehicles may normally involve investment in non-marketable securities where there is limited transparency. If obligated to sell an illiquid security prior to an expected maturity date, particularly with an infrastructure investment, it may not be possible to realize fair value. Investments in illiquid securities or vehicles may include restrictions on withdrawal rights and shares may not be freely transferable. A client may not be able to liquidate its investment in the event of an emergency or any other reason. • Investments in pooled investment funds: In lieu of direct investment, certain strategies may invest in one or more pooled investment funds managed by UBS AMA LLC or its affiliates ("affiliated funds") or by unaffiliated third party managers ("unaffiliated funds"), including, mutual funds, ETFs, collective investment funds, private funds, offshore funds, private equity funds, real estate funds, etc. A fund’s investments will be made in accordance with the fund’s offering documents (e.g., prospectus, offering memorandum, etc.) and governing instruments. In addition, to the extent a strategy invests in a pooled investment fund, there may be additional risks discussed in the fund’s offering documents or governing instruments which are not discussed in this Brochure. Prior to investing an account in a fund, UBS AMA LLC will assess whether it believes the investment is consistent with the client’s investment guidelines as well as applicable law and regulation (e.g., Investment Company Act, ERISA, etc.). A client will generally bear, indirectly, fund investment expenses (e.g., brokerage commissions to execute portfolio trades, etc.) and operating costs (e.g., administration, custody, audit, etc.). When a client’s account invests in an affiliated fund, the client will not normally pay any additional investment management fees to UBS AMA LLC in connection with investing in the affiliated fund, unless otherwise agreed upon with the client. When investing in an unaffiliated fund, the client will normally bear, indirectly, fees paid by the fund to its investment manager. • Investment in ETFs: A fund or mandate’s investment in ETFs may subject a fund or mandate to additional risks than if a fund or mandate would have invested directly in the ETF’s underlying securities. While the risks of owning shares of an ETF generally reflect the risks of owning the underlying securities the ETF is designed to track, lack of liquidity in an ETF can result in its value being more volatile than the underlying portfolio securities. In addition, shares of ETFs typically trade on securities exchanges, which may subject a fund or mandate to the risk that an ETF in which a fund or mandate invests may trade at a premium or discount to its net asset value and that trading an ETF’s shares may be halted if the listing exchange’s officials deem such action appropriate. Also, an ETF may not replicate exactly the performance of the benchmark index it seeks to track for a number of reasons, including transaction costs incurred by the ETF, the temporary unavailability of certain index securities in the secondary market or discrepancies between the ETF and the index with respect to the weighting or number of instruments held by the ETF. In addition, a passively managed ETF would not necessarily sell a security because the issuer of the security was in financial trouble unless the security is removed from the index that the ETF seeks to track. Investing in an ETF may also be more costly than if a fund or mandate had owned the underlying securities directly. A fund or mandate, 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 47  UBS Asset Management LLC GRA Americas Form ADV Part 2A and management of the properties it owns. In addition, a REIT may be more susceptible to adverse developments affecting a single project or market segment than a more diversified investment. Loss of status as a qualified REIT under the U.S. federal tax laws could adversely affect the value of a particular REIT or the market for REITs as a whole. Some REITs may have limited diversification, making them more susceptible to adverse developments affecting a single project or market segment than more broadly diversified investments. Also, the performance of a REIT may be affected by its failure to qualify for tax-free pass-through of income, or by the REIT's failure to maintain exemption from registration under the Investment Company Act. • Portfolio turnover risk: High portfolio turnover from frequent trading will increase transaction costs and may increase the portion of a client’s capital gains that are realized for tax purposes in any given year. This, in turn, may increase a client’s taxable distributions in that year. Frequent trading also may increase the portion of a client’s realized capital gains that is considered "short-term" for tax purposes. Shareholders will pay higher taxes on distributions that represent short-term capital gains than they would pay on distributions that represent long-term capital gains. UBS AMA LLC does not restrict the frequency of trading in order to limit expenses or the tax effect that its distributions may have on shareholders. • Cybersecurity risk: As the use of technology has become more prevalent in the course of business, a strategy or fund, like other business organizations, has become more susceptible to operational, information security and related risks through breaches in cybersecurity. In general, cybersecurity failures or breaches of a strategy or fund or its service providers or the issuers of securities in which a strategy or fund invests may result from deliberate attacks or unintentional events and may arise from external or internal sources. Cybersecurity breaches may involve unauthorized access to a strategy or fund’s digital information systems (e.g., through "hacking" or malicious software coding), but may also result from outside attacks such as denial-of-service attacks (i.e., efforts to make network services unavailable to intended users). Cybersecurity failures or breaches affecting a strategy or fund’s investment advisor or any other service providers (including, but not limited to, accountants, custodians, transfer agents and financial intermediaries) have the ability to cause disruptions and impact business operations, potentially resulting in financial losses, interference with a strategy or fund’s ability to calculate its net asset value, impediments to trading, the inability to transact business, destruction to equipment and systems, violations of applicable privacy and other laws, regulatory fines, penalties, reputational damage, reimbursement or other compensation costs, and/or additional compliance costs. In addition, substantial costs may be incurred in order to prevent any cybersecurity breaches in the future. While the UBS AMA LLC has established business continuity plans in the event of, and risk management systems to prevent, such cybersecurity breaches, there are inherent limitations in such plans and systems including the possibility that certain risks have not been identified. Furthermore, UBS AMA LLC does not directly control the cybersecurity plans and systems put in place by a strategy or fund’s other service providers or any other third parties whose operations may affect a strategy or fund or its shareholders. The strategy or fund and its shareholders could be negatively impacted as a result. • Cash/cash equivalents risk: To the extent a fund or mandate holds cash or cash equivalents rather than securities or other instruments in which it primarily invests, its risks losing opportunities to participate in market appreciation and may experience potentially lower returns than its benchmark or other portfolios that remain fully invested. • Master limited partnerships: Master limited partnerships (“MLPs”) are limited partnerships in which ownership 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. 48  UBS Asset Management LLC GRA Americas Form ADV Part 2A • Money market fund regulatory risk: The SEC adopted changes to the rules that govern SEC registered money market funds in July 2023. These changes include, among other things: (1) substantially increasing the required minimum levels of liquid assets a fund must hold; (2) allowing government money market funds to engage in certain practices in order to maintain a stable NAV in a negative interest rate environment; and (3) enhancing reporting requirements for all money market funds. These changes have a phase in period with significant changes taking effect on April 2, 2024. These changes may affect the performance, yield, and operating expenses of certain UBS AMA LLC money market funds. • Artificial Intelligence Risk: The 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. General GRA Americas strategy risks Infrastructure Risk In addition to the applicable risks listed above, investments in infrastructure and private equity investments may involve other specific risks. 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 49  UBS Asset Management LLC GRA Americas Form ADV Part 2A unique characteristics that will influence their distinctive risk profile. In addition, the investments will be subject to typical investment risks such as the price paid, ongoing management and (ultimately) liquidity. As a result, and, as is the case with most investments, it is important to ensure the risks are fully understood at the outset and the portfolio appropriately diversified and balanced. Valuation risk. An appraisal or a valuation of an infrastructure asset is only an estimate of the value and is not a precise measure of realizable value. Ultimate realization of the market value of an asset depends to a great extent on economic and other conditions. Further, appraised values do not necessarily represent the price at which an asset would sell since market prices of infrastructure or private equity assets can only be determined by negotiations between a willing buyer and seller. If an asset were liquidated, the realized value may be more than or less than the appraised value or other valuation of such investment. Lack of liquidity risks: Physical infrastructure investments held by infrastructure funds may be illiquid and there may be no public market for infrastructure investments of the nature of those contemplated by infrastructure funds. The eventual liquidity of investments made by the infrastructure funds will depend, amongst other things, on the success of the realization strategy proposed for each investment by such infrastructure 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 effected and/or to obtain reliable information about the value of those real estate fund interests as distinct from that of the underlying real estate. Additional risks Regulation with Respect to Private Funds and Advisers. In August 2023, the SEC voted to adopt rules and amendments to existing rules under the Advisers Act (collectively, the “Private Funds Rules”) specifically related to investment advisers and their activities with respect to the private funds they advise. In particular, the Private Funds Rules will, among other things, (i) impose quarterly reporting by private funds to investors that is required to contain detailed information; (ii) require registered investment advisers to obtain an annual audit for all private funds that meet the requirements of the existing Advisers Act custody rule; (iii) require registered investment advisers to obtain a fairness or valuation opinion and make certain disclosures in connection with adviser-led secondary transactions (also known as GP-led secondaries); (iv) restrict advisers from engaging in certain practices unless they satisfy certain disclosure requirements and, in some cases, consent requirements; (v) restrict advisers from providing certain forms of preferential treatment to private fund investors related to liquidity and information rights if they would be reasonably expected to have a material negative effect on other investors and otherwise require advisers to make certain disclosures regarding preferential treatment of investors; and (vi) prohibit an adviser from having a private fund bear the costs of any fees or expenses related to an investigation resulting in a court or governmental authority imposing a sanction for violating the Advisers Act. It is generally anticipated that these rules will have a significant effect on private fund advisers and their operations, including by increasing regulatory and compliance costs and burdens and heightening the risk of regulatory inquiries and actions (including public regulatory sanctions) and limiting our ability or willingness to negotiate certain types of individualized terms with investors in the Clients or similar pools of assets. Private fund investors are expected to bear (either directly or indirectly through their portfolio companies) certain regulatory and compliance costs relating to the Private Funds Rules, which could include (without limitation): fees, costs and expenses incurred in connection with preparing and distributing to investors the quarterly statements required by the rules; soliciting and obtaining from investors any consents required by the rules; providing investors with any notices or disclosures required by the rules; and obtaining and distributing to investors fairness or valuation opinions in connection with adviser-led secondary transactions (including fees paid to third parties engaged by us or the Client to perform or assist with such actions or processes), 50  UBS Asset Management LLC GRA Americas Form ADV Part 2A which fees, costs and expenses could be expected to be material. Clients may be subject to material risks other than those described above based on the specifics of their investment. Additional risks pertaining to specific Clients are disclosed in the respective Governing Documents. Clients should carefully review the full description of risks presented in such documents. Operating Events/Errors Human error, operational error or failure attributable to GRA Americas ("Operating Events/Errors") occasionally may occur in connection with the management of funds and client accounts. GRA Americas follows global Asset Management policies and procedures that address identification and correction of Operating Events/Errors, and resolves matters in a manner consistent with high standards of integrity and ethical conduct. Senior management, in conjunction with Product Control and the Legal and Compliance Departments, will determine:(1) whether an Operating Event/Error has, in fact, occurred and the nature of such Operating Event/Error; (2) any impact of an Operating Event/Error on Client accounts; (3) any necessary corrective action; and (4) the appropriate measures to prevent a recurrence of the error. GRA Americas has full discretion to resolve a particular Operational Event/Error in a manner other than specified above after a complete investigation and evaluation of the circumstances surrounding the event. 51  UBS Asset Management LLC GRA Americas Form ADV Part 2A Item 9: Disciplinary Information Overview In this section of the Brochure, we are required to disclose legal or disciplinary events that are material to a Client’s or prospective Client’s evaluation of our advisory business or the integrity of our management. 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 policies 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 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. 52  UBS Asset Management LLC GRA Americas Form ADV Part 2A On December 13, 2023, the SEC entered an administrative cease-and-desist order (the “Order”) against the Credit Suisse Investment Advisers and CSSU. The Credit Suisse Investment Advisers and CSSU consented to the Order without admitting or denying the findings therein. The SEC alleged in the Order that the Consent Judgment caused the Credit Suisse Investment Advisers and CSSU to be deemed ineligible to provide the Services to registered investment companies, including the CS Funds, under Section 9(a) of the 1940 Act and that, during the period from October 24, 2022 to June 7, 2023, the Credit Suisse Investment Advisers acted as investment adviser and CSSU acted as principal underwriter to the CS Funds in violation of Section 9(a) of the 1940 Act. Under the terms of the Order, the Credit Suisse Investment Advisers and CSSU were censured and agreed to cease and desist from committing or causing any violations and any future violations of Section 9(a) of the 1940 Act. The Credit Suisse Investment Advisers and CSSU agreed to pay disgorgement, prejudgment interest and civil penalties totaling $10,080,220. Other Matters UBS AMA LLC has made available other disciplinary items in Part I, Item 11 of the ADV which can be found on the SEC’s website at www.adviserinfo.sec.gov. As UBS AMA LLC is under the ultimate control of UBS Group, it has U.S and non- U.S. affiliates that engage in a variety of financial services activities. UBS AMA LLC may be required to disclose certain disciplinary events involving those affiliates. In addition, such actions may require UBS AMA LLC to seek exemptive or other relief from the SEC or other regulators to permit it to continue conducting its investment advisory business. There is no assurance that such relief will be granted or, if granted, what terms or conditions UBS AMA LLC may need to agree to with respect to its business because of the conduct of its business units and affiliates. 53  UBS Asset Management LLC GRA Americas Form ADV Part 2A Item 10: Other Financial Industry Activities and Affiliations Overview This section of the Brochure contains information about our financial industry activities and affiliations. We provide information about the material relationships and arrangements we have with advisory affiliates or any persons under common control with UBS AMA LLC, including broker-dealers, investment companies and other pooled vehicles, affiliated investments advisers, financial planners, banking institutions and other similar entities. We identify if any of these relationships or arrangements creates a material conflict of interests with clients and discuss how we address these conflicts. Broker-Dealer registration UBS AMA LLC is not registered as a broker-dealer. One of its affiliate UBS Asset Management (US) Inc. is a registered broker-dealer and a member of the Financial Industry Regulatory Authority ("FINRA") for the limited purpose of facilitating the distribution of collective investment vehicles, such as mutual funds, managed by UBS AMA LLC and its affiliates. A number of UBS AMA LLC's management persons and personnel are also principals or registered representatives of UBS Asset Management (US) Inc. Futures Commission Merchant (“FCMs”), Commodity Pool Operator (“CPOs”), or Commodity Trading Advisor (“CTAs”) UBS AMA LLC is registered with the Commodity Futures Trading Commission ("CFTC") as a commodity pool operator ("CPO") and a commodity trading advisor ("CTA") and is a member of the National Futures Association ("NFA"). Information on the registration status of specific investment funds is available upon request. UBS AMA LLC filed a notice of claim for exemption pursuant to CFTC Rule 4.7 in April 1996. Rule 4.7 exempts a CTA and a CPO who file a notice of claim for exemption from having to provide a CFTC-mandated Disclosure Document to certain highly accredited clients, defined as qualified eligible participants ("QEPs") who consent to their account being Rule 4.7 exempt QEP accounts. Upon receiving consent, UBS AMA LLC is exempt from the requirement to provide a Disclosure Document with respect to its Rule 4.7 exempt QEP accounts. PURSUANT TO AN EXEMPTION FROM THE COMMODITY FUTURES TRADING COMMISSION IN CONNECTION WITH ACCOUNTS OF QUALIFIED ELIGIBLE PERSONS, THIS BROCHURE IS NOT REQUIRED TO BE, AND HAS NOT BEEN, FILED WITH THE CFTC. THE CFTC DOES NOT PASS UPON THE MERITS OF PARTICIPATING IN A TRADING PROGRAM OR UPON THE ADEQUACY OR ACCURACY OF COMMODITY TRADING ADVISOR DISCLOSURE. CONSEQUENTLY, THE CFTC HAS NOT REVIEWED OR APPROVED THIS TRADING PROGRAM OR BROCHURE. The following affiliates of UBS AMA LLC are registered with the NFA as futures commodities merchants (“FCMs”) CPOs, and/or CTAs: UBS Securities LLC (FCM, CPO, and CTA), UBS Financial Services Inc. (FCM), UBS Fund Advisor, LLC (CPO), and Credit Suisse Securities (USA) LLC (FCM). Use of Related Persons—Material Relationships and Arrangements UBS AMA LLC is an indirect wholly owned subsidiary of UBS, a Swiss corporation headquartered in Zurich and Basel, Switzerland. As a large, globally diversified financial services firm, UBS' direct and indirect affiliates and related persons include various broker-dealers, FCMs, CPOs, CTAs, investment advisers, pension consultants, banking organizations and other financial services firms. UBS AMA LLC has arrangements that are material to its advisory business with UBS and certain of its affiliates. UBS AMA LLC may also have arrangements to purchase certain investment advisory, brokerage and incidental services, corporate finance advisory services and foreign exchange services from some UBS affiliates. A list of certain UBS subsidiaries is available in the UBS annual report, which is publicly available at www.ubs.com. 54  UBS Asset Management LLC GRA Americas Form ADV Part 2A • Affiliated Broker-Dealers, Municipal Securities Dealers and Government Securities Broker-Dealers: The following affiliates of UBS AMA LLC are broker-dealers registered in the United States: UBS Securities LLC; UBS Financial Services Inc.; UBS Asset Management (US) Inc.; UBS Fund Services (USA) LLC; and Credit Suisse Securities (USA) LLC. Certain of these affiliates are also registered as municipal securities dealers and/or government securities broker-dealers. In addition, UBS AMA LLC has numerous broker-dealer affiliates operating outside the United States. A complete list of affiliated broker-dealers is available to clients upon request. If consistent with applicable law and contractual arrangements with clients, some transactions for client accounts may be executed through our broker-dealer affiliates, which may earn commissions in connection with such transactions. These affiliates are compensated by clients for executing the transactions; however, UBS AMA LLC has no agreements with its affiliates that obligate it to direct client transactions to such affiliates and UBS AMA LLC receives no compensation from its affiliates in connection with such transactions. All such transactions are executed in compliance with our duty to seek best execution, the Advisers Act, and other applicable law. UBS AMA LLC does not generally act as principal or broker in connection with client transactions. In connection with transactions in which our affiliated broker-dealers may act as principal, UBS AMA LLC, in compliance with applicable regulatory requirements, will disclose to the advisory client the terms of the trade, that the trade will be conducted on a principal basis and obtain the client’s informed consent prior to completion of each such transaction. UBS AMA LLC will recommend that a client engage in such a transaction only when we reasonably believe that we will satisfy our duty to seek best execution. UBS AMA LLC and our affiliates will not engage in principal transactions for clients subject to the Investment Company Act or ERISA, except to the extent permitted by exemptive order, applicable regulation or prohibited transaction exemption. UBS AMA LLC’s affiliated broker-dealers may, subject to applicable law, execute agency cross transactions on behalf of clients only if appropriate client consent is obtained and the required disclosure is made. An "agency cross transaction" is a transaction in which one of our affiliates acts as broker for clients on both sides of the same transaction, and receives a commission from each client. Since our affiliate may receive compensation from parties on both sides of such transactions, UBS AMA LLC and its affiliate may have a potentially conflicting division of loyalties and responsibilities. Consent to agency cross transactions may be revoked by a client at any time by written notice to UBS AMA LLC. UBS AMA LLC may execute securities and futures transactions with broker-dealers that do not have their own clearing facilities and who may clear such transactions through an affiliate of ours. In such cases, our affiliate will receive a clearing fee. UBS AMA LLC’s affiliates have direct or indirect interests in electronic communication networks and alternative trading systems (collectively "ECNs"). UBS AMA LLC, in accordance with its fiduciary obligation to seek best execution, may execute client trades through ECNs in which its related persons have, or may acquire, an interest. A related person may receive compensation based upon its ownership percentage in relation to the transaction fees charged by the ECNs. UBS AMA LLC will execute through an ECN in which a related person has an interest only in situations where we reasonably believe such transactions will be in the best interests of our clients and the requirements of applicable law have been satisfied. In accordance with Section 11(a) of the Securities Exchange Act of 1934, as amended, and the rules thereunder, UBS AMA LLC’s affiliates may effect transactions for our client accounts on a national securities exchange of which an affiliate is an equity owner and/or a member and may retain compensation in connection with those transactions. UBS AMA LLC may effect transactions through an affiliate on behalf of clients on an agency basis. For clients with respect to which we are a "fiduciary" as defined in ERISA, such transactions will be effected in accordance with the terms of Prohibited Transaction Exemption 86-128 or other applicable prohibited transaction exemptions. 55  UBS Asset Management LLC GRA Americas Form ADV Part 2A UBS AMA LLC and its affiliates are authorized to effect agency transactions through an affiliated broker- dealer for its clients that are registered investment companies (the "Mutual Funds") pursuant to procedures adopted in accordance with Rule 17e-1 under the Investment Company Act (and approved by the Mutual Funds' Boards of Directors/Trustees). Rule 17e-1 is intended to ensure that all brokerage commissions paid by the Mutual Funds are reasonable and fair. Further, any transactions between the Mutual Funds and any other advisory account for which we also act as investment adviser are effected consistent with the requirements and conditions of Rule 17a-7 under the Investment Company Act. UBS AMA LLC may also effect "cross" transactions between client accounts in which we will cause one client to purchase securities/investment held by another client of ours. Such transactions are only conducted in accordance with applicable law when we deem the transaction to be in the best interest of both clients and at a price determined by reference to independent market conditions, and which we believe to constitute "best execution" for both clients. We will not execute a cross transaction through an affiliated broker-dealer, and neither UBS AMA LLC nor any of its affiliates will receive any compensation in connection with a cross transaction. We will effect cross transactions with any client subject to ERISA only as permitted by ERISA Section 408(b)(19) or other applicable prohibited transaction exemption. In the case of crossing municipal securities, • Investment Companies and Other Pooled Investment Vehicles: UBS AMA LLC is the investment adviser or sub-adviser for various investment companies registered under the Investment Company Act, as well as pooled investment vehicles exempt from registration under the Investment Company Act, including private investment companies 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-end or closed end investment companies registered under the Investment Company Act to qualifying investors: – The UBS Funds – PACE Select Advisors Trust. Please note that in most cases, various sub-advisers manage the investment portfolios of the funds under PACE Select Advisors Trust. – Master Trust. Please note that interests in Master Trust are issued solely in private placements transactions that do not involve a "public offering" within the meaning of Section 4(2) of the Securities Act of 1933. Investments in Master Trust may only be made by "accredited investors" within the meaning of Regulation D under the Securities Act of 1933. – SMA Relationship Trust – UBS Investment Trust – UBS Series Funds – UGA A&Q RICs – A&Q Multi-Strategy Fund, A&Q Technology Fund LLC, A&Q Long/Short Strategies Fund LLC – Credit Suisse Commodity Return Strategy Funds – 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 56  UBS Asset Management LLC GRA Americas Form ADV Part 2A • Other Pooled Investment Vehicles: UBS AMA LLC offers various pooled investment vehicles through its each of its business units. A complete list of fund vehicles can be provided upon request. • Other Investment Advisers: UBS AMA LLC is one of the investment advisory entities within the UBS Asset Management division. RE and Farmland are also SEC-registered investment advisers in the division. UBS AMA LLC presents multi-asset class marketing materials to certain prospective clients that may include materials for RE and Farmland, along with strategy or fund information related to various UBS AMA LLC products or services, in the same presentation. Such presentations would contain both GIPS compliant and non-GIPS compliant materials. In addition, UBS Asset Management division includes various Participating Affiliates operating outside the United States that provide investment management services. UBS AMA LLC may, in its discretion, 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 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 57  UBS Asset Management LLC GRA Americas Form ADV Part 2A • 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 AMA LLC provides investment sub-advisory services to the Trust Company with respect to certain CITs. The Trust Company provides fiduciary services to employee benefit retirement plans and serves as the investment manager and trustee for various CITs, including UBS (US) Group Trust and certain closed-end CITs. The CITs are investment vehicles through which ERISA retirement plans, governmental plans, and other eligible retirement plans commingle their assets for investment purposes. The CITs are exempt from registration under the Investment Company Act. • Pension Consultants: UBS AMA LLC may provide pension consulting services to certain of its clients, subject to compliance with applicable rules and regulations, including ERISA. In addition, certain of our affiliates, including UBS Financial Services, may also provide pension consulting services to their clients. • Limited Partnership Sponsorships: UBS AMA LLC is the general partner of certain private equity limited partnerships in which clients were previously solicited to invest, but which are no longer open to new investors. UBS AMA LLC has engaged Adams Street Partners LLC, an unaffiliated registered investment adviser, to sub-advise these limited partnerships. • Recommending or selecting other investment advisers and sub-advisers: UBS AMA LLC may recommend or select other investment advisers or sub-advisers for clients; however, we do not receive direct or indirect compensation from those advisers or sub-advisers. • Other: Certain subsidiaries of UBS Group AG, including UBS Business Solutions US LLC, UBS Business Solutions AG, UBS Business Solutions Poland sp. z.o.o., and UBS Business Solutions (India) Private Limited provide certain services to UBS's affiliates and subsidiaries, including UBS AMA LLC. Services currently include Finance, Risk Control, Compliance, Legal, Human Resources, Technology, and Operations. Additional considerations As described previously, UBS AMA LLC will generally be deemed a related party with respect to UBS Group, including its various directly and indirectly owned subsidiaries. These entities engage in a variety of financial services activities. In the regular course of business, UBS Group and its affiliates may engage in activities where their interests or the interests of their clients conflict with the interests of UBS AMA LLC’s clients. The potential conflicts of interest that may arise due to the broad spectrum of activities engaged in by UBS Group, UBS AMA LLC and its affiliates are described in detail in the 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; UBS Group or its affiliates may act, or may seek to act, as a financial advisor to third parties in (ii) 58  UBS Asset Management LLC GRA Americas Form ADV Part 2A connection with the sale or purchase of securities or businesses meeting the investment objectives of UBS AMA LLC’s clients, which may prevent UBS AMA LLC’s clients from investing in the securities or businesses being sold; (iii) UBS Group and its affiliates may act, or may seek to act, as financial adviser to a potential third- party buyer of a potential investment that UBS AMA LLC’s clients are also seeking to buy, or a potential buyer of an existing portfolio company or any assets or businesses held by an existing portfolio company; (iv) UBS AMA LLC’s clients may be offered an opportunity to make an investment: (a) in connection with a transaction in which UBS Group, its affiliates or one of their clients (or one of UBS AMA LLC’s own clients) is expected to or seeks to participate; or (b) in a company in which UBS Group, its affiliates or one of their clients (or one of UBS AMA LLC’s own clients) already has made, or concurrently will make or seek to make, an investment; (v) a client of UBS AMA LLC may hold 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 59  UBS Asset Management LLC GRA Americas Form ADV Part 2A or other groups to ensure preservation or enhancement of the client’s position as a creditor or equity holder in bankruptcy or insolvency proceedings or otherwise be engaged in financial restructuring activities in a variety of capacities. Such activities may result in UBS AMA LLC receiving confidential information that may, as a result of applicable securities laws or the internal policies of UBS AMA LLC, limit or otherwise constrain UBS AMA LLC’s flexibility in purchasing or selling securities or other obligations with respect to all client portfolios. At times, UBS AMA LLC, in an effort to avoid such restrictions or limitations for client portfolios, may elect not to receive confidential information, which may be relevant to the client portfolios, that other market participants are eligible to receive or have received. However, UBS AMA LLC may choose to implement information barrier procedures to allow investments to be managed independently by preventing the transmission of private side information to those managing public side client holdings. These procedures are designed to balance the various investment interests of all clients during distressed situations, manage potential conflicts between clients, and satisfy fiduciary duties owed to all clients. Investment banking affiliates of UBS AMA LLC may advise buyers acquiring a distressed company, while UBS AMA LLC serves on the creditors’ committee of the company as a result of its clients’ equity or debt holdings of the company. UBS AMA LLC has established information barrier procedures to address these instances. In addition, other potential conflicts of interest may arise due to the activities of UBS AMA LLC and its personnel. These potential conflicts include, but are not limited to, the following: (i) personnel of UBS AMA LLC may serve as directors of certain companies in which UBS AMA LLC’s clients have an interest, and, in that capacity, will be required to make decisions that consider the best interests of the portfolio company rather than the individual interests of UBS AMA LLC’s clients; and (ii) personnel of UBS AMA LLC may serve in various other capacities and will devote such time to each of UBS AMA LLC’s clients as UBS AMA LLC, in its sole discretion, deems necessary to carry out the operations of each client effectively. UBS AMA LLC and its affiliates provide investment advisory and other services to various clients and may give advice or take other actions in the performance of those services to some clients that may differ materially from the advice given, or the timing or nature of actions taken, with respect to other clients. As noted above in Item 6, the receipt of performance fees by UBS AMA LLC or its affiliates creates a potential conflict of interest because UBS AMA LLC could benefit from disproportionately allocating investment opportunities to those client accounts subject to performance fees. UBS AMA LLC has adopted policies and procedures designed to ensure that investment opportunities are allocated fairly among eligible accounts (i.e., clients with similar investment strategies) over time. Expert Research Networks UBS AMA LLC may utilize expert network services to obtain market, sector, company or other information. There may be a conflict of interest in such arrangements as the experts are financially incentivized to provide information in order to maintain their position within the network. UBS AMA LLC has procedures in place that seek to address such conflicts, including managing the risks of receiving inside information. Monitoring of conflicts of interest UBS AMA LLC has established policies and procedures to identify and address potential conflicts of interest. Any conflicts of interest that arise between one of UBS AMA LLC’s clients and UBS Group and its affiliates or their clients (or another client of UBS AMA LLC) will be discussed and resolved on a case by case basis by senior officers of UBS Group and its affiliates and representatives of UBS AMA LLC, or internally by UBS AMA LLC, as applicable. Any such discussions will take into consideration the interests of the relevant parties and the circumstances giving rise to the potential conflict. Potential conflicts will not necessarily be resolved in favor of UBS AMA LLC’s clients or any one of UBS AMA LLC’s clients. To the extent possible, UBS AMA LLC will seek to engage in arm’s-length transactions in which UBS Group and its affiliates have a direct or indirect financial interest. Although GRA Americas may have apparent conflicts of interest between certain Clients and its affiliates, we believe that we have adopted adequate policies and procedures to address such concerns, including appropriate disclosures, as well as our continuing duty to seek best execution. 60  UBS Asset Management LLC GRA Americas Form ADV Part 2A Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Trading Overview This section of the Brochure contains a summary of our Code of Ethics. We also describe circumstances where we may recommend, buy or sell securities for client accounts in which we (or a related person) may have a material financial interest. This description includes information on the conflicts of interests that may arise and how we address these conflicts. Code of Ethics: Proprietary and Employee Securities Transactions UBS AMA LLC has adopted a Code of Ethics ("Code") designed to meet the requirements of Rule 204A-1 of the Advisers Act and which sets forth ethical standards of business conduct required from all employees, including compliance with any other applicable securities laws. The Code is intended, among other things, to ensure that personal investing activities by employees and certain of their family members are consistent with our fiduciary duty to clients. The Code sets forth policies and procedures on identifying, escalating and addressing any potential or actual conflicts of interest that may present themselves between employees, officers and directors of UBS AMA LLC and UBS AMA LLC’s clients. The Code incorporates the following general principles which all employees are required to uphold: • UBS AMA LLC and its employees must at all times place the interest of its clients ahead of their own; • No principal or employee of UBS AMA LLC may buy or sell securities for his or her personal account portfolio(s) where their investment decision is a result of information received as a result of his or her employment unless the information is also available to the investing public; 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 all securities transactions. UBS AMA LLC views certain transactions as especially likely to create a conflict of interest with its clients, and therefore prohibits employees from engaging in the following types of transactions: (i) short sales; (ii) purchase or sale of futures that are not traded on an exchange, as well as options on any type of futures; and (iii) IPOs. Investments in limited offerings are permitted, with preclearance for any new investments or additional capital investments. UBS AMA LLC also permits options trading under certain conditions and with preclearance. All employees of UBS AMA LLC and our affiliates may from time to time have acquired or sold, or may subsequently acquire or sell, for their personal accounts, securities that may also be held, or have been purchased or sold, for the accounts of our clients. Our Code imposes certain "lockout" periods whereby certain employees may not be able to trade in a particular security if we are recommending a transaction in that security for clients. These lockout periods are subject to certain exceptions upon approval by a compliance officer. Employees also are required to hold securities, including mutual funds we advise or sub-advise, for a period of at least 30 days. Additionally, in order to ensure that employees are not distracted from servicing advisory clients, employees are discouraged from engaging in any personal trading activity that consumes excessive time and attention or interferes with the performance of their duties for UBS AMA LLC or UBS AMA LLC clients. The trading restrictions generally do not apply to accounts in which an employee has an interest but which is subject to a discretionary investment management agreement, whether with an affiliate or an unaffiliated manager. Additionally, our employees may be investors in certain pooled vehicles for which we or an affiliate acts as investment adviser. For purposes of the Code, such investment vehicles are treated as clients and are not subject to the personal trading restrictions described above. All UBS AMA LLC employees are required, upon hire and on at least an annual basis, to confirm receipt of the Code and to attest their compliance with the policies and procedures therein. Employees are also required to: (i) disclose any 61  UBS Asset Management LLC GRA Americas Form ADV Part 2A covered personal accounts, as defined in the Code, within 10 calendar days of becoming an employee of UBS AMA LLC, including certain immediate family member accounts; (ii) submit initial and annual holdings reports disclosing their personal securities holdings in any covered personal accounts; (iii) submit quarterly reports disclosing all personal securities transactions in any covered personal accounts; and (iv) report any violations of the Code promptly to the Head of Compliance of the applicable business unit. Holdings and transactions may be periodically reviewed by the control functions, and any violations are appropriately escalated to the CCO and resolved in accordance with Rule 204A-1, UBS AMA LLC policies and any other federal securities laws, as applicable. UBS AMA LLC has also established separate policies and procedures designed to detect other conflicts of interest and prevent insider trading. All employees are provided with such policies and are required to complete comprehensive compliance training on at least an annual basis. UBS AMA LLC will provide a copy of our Code of Ethics to any client or prospective client upon request. Participation or interest in client transactions General UBS AMA LLC may purchase or sell, or recommend for purchase or sale, for our investment advisory clients securities of companies: (i) with respect to which our affiliates act as an investment banker or financial adviser; (ii) with which our affiliates have other confidential relationships; (iii) in which our affiliates maintain a position or make a market; or (iv) in which the affiliate or its officers, directors or employees own securities or otherwise have an interest if it determines such transactions to be in the best interest of its clients. Except to the extent prohibited by law or regulation or by client instruction, UBS AMA LLC may recommend to our clients, or purchase for our clients, securities of issuers in which UBS has an interest. We may also invest in or recommend for purchase for our clients securities issued by a company for whose pension plan we act as investment manager or otherwise with whom we have a client relationship (i.e. ERISA clients). To minimize potential conflicts of interests, UBS AMA LLC’s investment advisory business is structured as a separate and distinct business from our affiliates that conduct banking, investment banking, broker-dealer (other than pooled fund distribution), wealth management or a variety of other financial services businesses. In providing such services, our affiliates may have access to material, non-public information. In order to prevent the improper communication of such inside information, UBS AMA LLC and its affiliates have established policies and procedures designed to prevent the misuse of such information and the spread of such information within or across business divisions. UBS AMA LLC’s business processes and information systems are designed to prevent sensitive information regarding affiliates’ businesses from being shared with or accessed by our personnel and to prevent sensitive information regarding our business from being shared with or accessed by our affiliates. However, despite these information barriers, as a result of applicable law or potential conflicts of interests, UBS AMA LLC may be precluded from effecting or recommending transactions in particular securities for its clients that we may otherwise believe are an attractive investment. Material, nonpublic information may also become available to UBS AMA LLC through our client relationships or other activities. This information will not knowingly be passed on to our investment advisory clients, or used for our or their benefit, or for any other purpose. The highest priority of every investment professional at UBS AMA LLC is to pursue each client’s investment goals through independent analysis and portfolio management. At all times, our research, security selection and trade execution is performed strictly and solely in adherence to the investment principles established independently by UBS AMA LLC, and in full compliance with all applicable banking, securities and fiduciary laws and regulations. To the extent we cause transactions for client accounts to be executed through affiliates (which will only be done in compliance with applicable law, as described above), UBS AMA LLC receives no additional remuneration with respect to such transactions. The compensation of our personnel is dependent solely on the results of our investment advisory business. From time to time, UBS AMA LLC and our affiliates may engage in cross-marketing their services to clients and prospects. As noted above, UBS AMA LLC and our affiliates have policies and procedures in place to prevent the improper flow of information to or from UBS AMA LLC as a result of such cross-marketing opportunities. 62  UBS Asset Management LLC GRA Americas Form ADV Part 2A UBS Asset Management and our affiliates have relationships with a number of clients who, directly or through one or more affiliates, issue publicly-traded securities. UBS AMA LLC may, in compliance with client investment guidelines and applicable law, purchase on behalf of our clients securities issued by another client. UBS Asset Management has a number of policies and procedures designed to manage this potential conflict of interest. As a result of differences in client objectives, strategies and risk tolerances, UBS AMA LLC may give different advice or make different recommendations to different clients that are authorized to invest in the same fund/assets/securities. In addition, our investment advice may differ from advice given by other business divisions within UBS or by other portfolio managers of UBS, as our investment advisory business is structured as a separate and distinct business from our affiliates that conduct banking, investment banking, broker-dealer (other mutual fund distribution), wealth management, investment management or a variety of other financial services businesses. Conflicts exist when UBS AMA LLC and/or our affiliates invest, on behalf of our clients, in more than one part of the capital structure of the same investment opportunities. UBS AMA LLC has a number of policies and internal controls designed to manage this potential conflict of interest. Investments in Funds When permitted by applicable law and the client's investment guidelines, and when considered by UBS AMA LLC to be in the best interests of a client, we may recommend to clients and we may invest assets of client accounts in various closed-end and open-end investment companies, collective investment trusts and other pooled investment funds managed by UBS AMA LLC or an affiliate. UBS AMA LLC may or may not receive compensation for such services from the funds. Absent disclosure and client consent to paying fees at both levels, we will generally waive our management fee with respect to assets so invested to the extent of the compensation we or our affiliates receive for investment advisory services rendered with respect to such pooled investment vehicles; however, clients will pay custody, administration, audit and other fund fees and expenses in connection with such investments. UBS AMA LLC, on behalf of clients, may invest in private equity offerings in which an advisory affiliate and/or related person may also invest. With respect to such investments, our advisory affiliates and/or related persons may buy and sell at times and prices which may be more or less favorable than prices paid or received by our clients. 63  UBS Asset Management LLC GRA Americas Form ADV Part 2A Item 12: Brokerage Practices Overview This section of the Brochure contains information regarding our brokerage practices, including the selection of broker-dealers and other execution counterparties and in negotiating fee commissions and other transaction costs on behalf of our client accounts. Additionally, we discuss the aggregation and allocation of client orders. Since GRA Americas is primarily an allocator to other pooled investment vehicles and invests in direct assets on behalf of clients, it is unusual for us to engage on a frequent basis in securities-type transactions with broker- dealers. Aggregation and allocation of orders It is our policy to allocate, to the extent possible, investment opportunities on a fair and equitable basis. The factors that GRA Americas may consider in allocating investments among the direct assets and the other clients include, without limitation: the fund’s or the other clients’ investment strategies, concentrations and diversification within such entity’s portfolios; tax and regulatory issues; the nature and size of existing portfolio holdings and cash positions; risk/return objectives; and anticipated redemptions and subscriptions (liquidity). In certain circumstances, GRA Americas may give special consideration if the funds or other clients have a substantial amount of available cash. With respect to new investment opportunities, GRA Americas determine whether the funds and any other clients are suitable and eligible to receive such opportunities, taking into consideration the factors described above. Furthermore, certain funds are subject to legal/regulatory restrictions that other funds are not and this may have an impact on the manner in which some securities are allocated. GRA Americas has no obligation to invest in or withdraw from a portfolio fund for the funds or other clients, even though GRA Americas may invest in or withdraw from a portfolio fund/direct investments for the accounts of other clients if GRA Americas believes in good faith that such transaction or investment would be unsuitable, impractical or undesirable. In cases where an investment opportunity may be limited, GRA Americas has established procedures to seek to ensure that all clients are treated equitably and fairly. We receive no additional services that we would otherwise pay for, such as research, from brokers or other third parties (i.e. soft dollars) in exchange for services. Also, in selecting or recommending brokers, we do not consider whether or not we receive or a related person receives client referrals from a broker or third party, nor do we direct transactions to any broker in return for client referrals. . 64  UBS Asset Management LLC GRA Americas Form ADV Part 2A Item 13: Review of Accounts Overview This section of the Brochure describes our process for reviewing client accounts. We also describe the types of reports we provide to clients. Account review Each account is reviewed by one or more portfolio managers on a regular and continuous basis. The review process typically includes ongoing consideration of major market and economic developments and their effects on the securities held in each account. In addition, the review process will typically involve a review and analysis of the performance of the individual positions held in each account, the performance of the entire portfolio of securities held in the account generally, and the risks inherent in the individual positions and portfolio as a whole. Additionally, all of GRA Americas’ accounts are independently reviewed by UBS Group Risk Control. Members of Group Risk Control do not report to the business head of the relevant GRA Americas’ asset class, but rather to other channels throughout UBS. Valuation reviews For our illiquid assets, the portfolio manager will prepare a detailed financial model of the investment to determine an appropriate purchase price that is reflective of the intrinsic value. The acquisition valuation model for an asset is generally used after acquisition as the asset management valuation model. An external financial adviser may be tasked with preparing the valuation model, and an external consultant tasked with auditing the financial model. Client reporting When it comes to information, we establish dialogue with our clients through phone conversations, periodic written reports, and periodic investment meetings. We attempt to make our staff as available as necessary to the client and/or consultant to provide the information requested. Our Client Relationship Coverage Representatives are generally available upon request to meet with each client annually. Senior portfolio managers or portfolio managers are available, upon request, to attend client meetings as well. Private fund Clients engage independent public accountants, registered with and subject to regular inspection by the Public Company Accounting Oversight Board (“PCAOB”), to conduct an annual audit for the fund and in accordance with Rule 206(4)-2 (the “Custody Rule”). Investors in the private funds will receive such audited financials within 120 days of the respective fund’s fiscal year end, in accordance with the Rule. Additionally, the private funds Management Board will generally receive annual audited statements from GRA Americas regarding each private fund that it governs. Generally, SMA clients, as well as investors in our funds, periodically receive unaudited report that detail the fund’s activity, performance investment strategy, and information necessary to complete their tax filings, as applicable. 65  UBS Asset Management LLC GRA Americas Form ADV Part 2A Item 14: Client Referrals and Other Compensation Overview This section of the Brochure describes our process for client referrals and related compensation arrangements. Affiliated or unaffiliated persons ("promoters") may, from time to time, refer, solicit, or introduce clients to GRA Americas may compensate certain promoters consistent with the requirements of applicable law and regulation, including the Advisers Act as well as applicable state/local laws and regulations. We may pay a promoter a recurring fee, a one-time fee or a portion of the advisory fees or revenues that we earn for managing client or investor assets referred to us by the promoter. The costs of such referral fees are typically paid entirely by GRA Americas and do not result in any additional charges to the client or investor. However, certain referral arrangements may result in additional costs to a client or investor in addition to GRA Americas’ advisory fee. In such instances, GRA Americas’ will disclose the additional costs as well as the differential, if any, among clients or investors with respect to the amount or level of advisory fees if such differential is attributable to the existence of the referral arrangement. In addition, our client service representatives and certain of our affiliates’ employees may receive incentive compensation, a portion of which may be attributable to solicitation or sales activities. GRA Americas may also enter into arrangements to reimburse our and our affiliates’ employees for certain business expenses incurred in the solicitation of prospective clients or investors. All arrangements to pay promoters or placement agents for soliciting or doing business with a government client or investor must comply with the Advisers Act as well as any applicable state/local laws or regulations regarding the use of placement agents. GRA Americas has implemented policies and procedures regarding political contributions and doing business with government entities in accordance applicable laws and regulations, including Rule 206(4)-5 under the Advisers Act. All of our employees are required to receive written preclearance for any political contributions through our centralized compliance department to ensure compliance with applicable political contribution restrictions. Furthermore, we do not normally allow political contributions to be made by UBS AMA LLC. GRA Americas employees may occasionally refer clients to our affiliates and may be compensated by such affiliates, consistent with the requirements of applicable law and regulation. Where we have the discretion to allocate client assets we are managing to an affiliate for management as a sub- adviser, we will not receive any referral fees as a result of such allocation. Clients may also retain their own consultants to whom they pay fees directly. GRA Americas and its affiliates may, from time to time, retain these consultants and pay them fees for various services provided to UBS AMA LLC such as pension consulting, market data, educational conferences, or, separate research projects. Consultants performing due diligence on GRA Americas’ investment processes may occasionally attend internal investment strategy meetings, provided that the consultant has executed a confidentiality agreement prior to attending the meetings. 66  UBS Asset Management LLC GRA Americas Form ADV Part 2A Item 15: Custody Overview This section of the Brochure describes our custody of client assets. GRA Americas does not maintain physical custody of any client assets and we do not provide securities-related advice to any advisory clients. All our clients’ assets are maintained by qualified custodians. The term “custody,” however, is broadly defined by the SEC under Rule 206(4)-2 (the “Custody Rule”), and we perform certain activities that result in GRA Americas being deemed to have custody. In accordance with the Rule, for those Clients who are pooled investment vehicles, the investors in the Client receive audited financial statements within 120 days of the end of its fiscal year. If GRA Americas is deemed to have custody of Clients’ assets that are not pooled investment vehicles, GRA Americas sends periodic account statements to Clients. We believe, after due inquiry, that our Clients’ qualified custodians send periodic account statements to them as well. To ensure the safekeeping of their assets, clients should review and reconcile any account statements received from GRA Americas with those received from their qualified custodian, and should promptly notify GRA Americas and their qualified custodian if any discrepancies are identified. 67  UBS Asset Management LLC GRA Americas Form ADV Part 2A Item 16: Investment Discretion Discretionary authority Overview This section of the Brochure describes our discretionary arrangements when providing investment advisory services to Clients. GRA Americas may provide discretionary investment management services to certain of its Clients. When permitted by a Client's Governing Documents, GRA Americas will make investment related decisions without consulting a Client. These decisions involve determinations regarding which direct asset are purchased and sold, the total amount of assets to be bought and sold and the prices at which such asset are purchased/sold. GRA Americas discretionary authority in making investment related decisions may be limited by account investment guidelines, investment objectives and restrictions, as agreed between GRA Americas and the Client. Clients may limit GRA Americas’ discretionary authority. Any such restrictions or limitations applicable to a Client are disclosed in their Governing Documents. 68  UBS Asset Management LLC GRA Americas Form ADV Part 2A: Item 17: Voting Client Securities Overview This section of the Brochure describes how GRA Americas manages proxy votes on behalf of our clients. The invested assets of GRA Americas’ asset classes typically do not have proxies attached to them. The third- parties we use to manage cash for some of our funds or clients generally do not engage in, but is not precluded from, voting proxies related to cash investments. 69  UBS Asset Management LLC GRA Americas Form ADV Part 2A Item 18: Financial Information This section of the Brochure describes our financial condition, including whether UBS AMA LLC has been the subject of any bankruptcy petition and whether we require fee payment in advance. To the best of our knowledge, there are no financial conditions to disclose at the present time that we believe are reasonably likely to impair our ability to meet our contractual commitments to our clients. Neither GRA Americas nor UBS AMA LLC have ever been the subject of a bankruptcy petition at any time during the past ten years. 70 

UBS Asset Management (Americas) LLC O’Connor Form ADV Part 2A Form ADV Part 2A Brochure Item 1 - Cover Page SEC File Number 801-34910 O’Connor, a distinct business unit of UBS Asset Management (Americas) LLC 787 Seventh Avenue New York, NY 10019 (212) 713-2000 https://www.ubs.com/us/en/assetmanagement/capabilities /hedge-funds/oconnor.html March 31, 2025 This brochure “Brochure” provides information about the qualifications and business practices of O'Connor, a distinct business unit of UBS Asset Management (Americas) LLC (“UBS AMA LLC”). If you have any questions about the contents of this brochure, please send an email to OL- OCONNOR_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 also is 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. The CRD number for UBS Asset Management (Americas) LLC 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. Page 1 of 49  UBS Asset Management (Americas) LLC O’Connor Form ADV Part 2A Item 2 - Material Changes O’Connor filed its most recent annual update to the Brochure on March 30, 2024, and its latest other-than- annual update on June 7, 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 unit”), 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, the Direct Equity Partners Investment Program (“DEP Program”) from Credit Suisse Securities (USA) LLC (“CSSU”) was integrated into UGA due to the acquisition of Credit Suisse Group AG by UBS Group AG effective June 12, 2023. The investment governance framework for the investment verticals within UGA remain unchanged until further adjustment of policies and procedures. 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”) 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 UBS AMA LLC, 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. Page 2 of 49  UBS Asset Management (Americas) LLC O’Connor Form ADV Part 2 Priv acy 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 their 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 common 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. Page 3 of 49  UBS Asset Management (Americas) LLC O’Connor Form ADV Part 2 Item 3 – Table of Contents Item 1 - Cover Page ..................................................................................................................................... 1 Item 2 - Material Changes ........................................................................................................................... 2 Item 3 – Table of Contents .......................................................................................................................... 4 Item 4 - Advisory Business ........................................................................................................................... 5 Item 5 - Fees and Compensation ................................................................................................................ 9 Item 6 - Performance-Based Fees and Side-By-Side Management .......................................................... 11 Item 7 - Types of Clients ............................................................................................................................ 12 Item 8 - Methods of Analysis, Investment Strategies and Risk of Loss .................................................. 14 Item 9 - Disciplinary Information ............................................................................................................... 27 Item 10 - Other Financial Industry Activities and Affiliations ................................................................... 29 Item 11 - Code of Ethics, Participation or Interest in Client Transactions and Personal Trading ........... 36 Item 12 - Brokerage Practices .................................................................................................................... 40 Item 13 - Review of Accounts ................................................................................................................... 44 Item 14 - Client Referrals and Other Compensation ................................................................................ 45 Item 15 - Custody....................................................................................................................................... 46 Item 16 - Investment Discretion ................................................................................................................ 47 Item 17 - Voting Client Securities .............................................................................................................. 48 Item 18 - Financial Information ................................................................................................................. 49 Page 4 of 49  UBS Asset Management (Americas) LLC O’Connor Form ADV Part 2 Item 4 - Advisory Business Overview This section of the Brochure contains a general description of UBS Asset Management (Americas) LLC (“UBS AMA LLC”) and its organizational and ownership structure, and specific information related to O’Connor (also referred to as “we,” “our,” or “O’Connor”), a distinct business unit of UBS AMA LLC, including the types of advisory services we provide and the investment instruments we use, how we tailor advisory services to client needs, and, if applicable, our participation in managed account programs (wrap fee 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 Delaware limited liability company in anticipation of two internal legal entity transactions and integration with Credit Suisse. On April 1, 2024, UBS AMA LLC absorbed two of its wholly owned subsidiaries, UBS Hedge Fund Solutions, LLC and UBS O’Connor LLC, and on May 1, 2024, UBS AMA LLC 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 continue to operate 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”). As part of the CSAM Merger, certain legacy CSAM businesses that are in run-off or wind-down mode were incorporated into UBS AM. 2. O’Connor provides discretionary and non-discretionary investment advisory services to several 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 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. 3. Unified Global Alternatives ("UGA") offers a comprehensive spectrum of multi-manager alternatives investment solutions and advisory services, including a wide range of multi-manager strategies and co-investment opportunities which provide broad based, diversified exposure to hedge fund, private credit, private equity, real estate and infrastructure asset classes with various risk and return profiles. 4. 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 Page 5 of 49  UBS Asset Management (Americas) LLC O’Connor Form ADV Part 2 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 O’Connor business and its operations. Other business units listed above may offer separate respective Brochures, which may be provided upon request. ERISA Clients O’Connor 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, O’Connor is usually a “covered service provider” to the plan for purposes of ERISA Section 408(b)(2).  O’Connor 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, O’Connor 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. Types of advisory services O'Connor primarily provides both discretionary investment management services (clients who have authorized us to execute transactions for their accounts without prior approval) and non-discretionary investment advisory services (clients who require that transactions be either traded by or authorized by them in advance) to various types of pooled investment vehicles, (which may or may not be exempt from registration), and institutional separately managed accounts ("SMAs") (collectively, "Clients"). Specific investment objectives, strategies, risks, fees and expenses are described in detail in each Client's investment management agreement, confidential offering memorandum and/or other governing documents (each as applicable, and collectively, "Governing Documents"). Certain of O’Connor’s private investment vehicle Clients may operate under a fund-of-fund, multi- manager, or multi-strategy structure, where O’Connor selects a portfolio of different underlying funds or Page 6 of 49    UBS Asset Management (Americas) LLC O’Connor Form ADV Part 2 strategies for such Clients. O’Connor may also engage the services of sub-advisors for certain of its Client accounts. O'Connor generally uses a combination of fundamental and/or quantitative analysis when formulating its investment advice or managing Client assets, but may use additional or alternative approaches as it deems necessary or appropriate. Additionally, O’Connor may seek the advice and assistance of its non-U.S. affiliates within the UBS Asset Management business division in providing investment supervisory services to its U.S. clients (in such capacity, "Participating Affiliates"). Please see Item 10 Other Financial Industry Activities and Affiliates for further information. Types of instruments Generally speaking, O'Connor has wide latitude in the investments in which it may offer advice on, including, but not limited to: (1) exchange-listed securities, securities traded over-the-counter, privately- placed securities and foreign issues; (2) warrants and rights; (3) debt securities issued by corporations, supranationals and financial institutions; (4) commercial paper and other money-market instruments; (5) certificates of deposit; (6) municipal securities; (7) mutual fund shares, including closed-end and exchange-traded funds ("ETFs"); (8) government and government-sponsored enterprises securities; (9) time deposits maintained inside or outside the U.S., held in book-entry form by the custodian of the Client's assets; (10) foreign government and foreign government agency securities; (11) repurchase agreements; (12) bank loans and loan participations; (13) master notes; (14) mortgages (agency and non- agency mortgage-backed securities and real estate); (15) convertible securities, distressed debt, preferred stock, and pass-through participation certificates in pools of real estate mortgages, credit card receivables, and auto loan receivables (asset-backed securities); (16) other loans; (17) collateralized debt obligations or collateralized loan obligations ("CLOs"); (18) foreign exchange ("FX") commodities and currencies; (19) inflation protected securities; (20) depositary receipts; (21) various derivative instruments, including: options contracts on securities and commodities, futures contracts, forward and spot currency contracts, swaps (including, but not limited to interest rate swaps, contracts for difference, total return swaps, portfolio swaps, credit default swaps ("CDS") and swaps on indices), participation notes, structured notes and various types of agency and non-agency asset-backed securities; (22) other pooled investment vehicles; (23) special purpose acquisition vehicles ("SPACs"); (24) various derivative instruments, including notes and participation agreements related to the supply-chain and accounts receivable financing of companies (“Working Capital”); (25) various derivative instruments, including futures, options and swaps, and physical certificates related to the credit/allowances related to carbon offsets, greenhouse gas emissions and similar environmentally related opportunities (“Carbon Trading”); and (26) other credit related instruments. Restrictions regarding certain types of services and investments O'Connor 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) subjects O’Connor to certain provisions of the Bank Holding Company Act (“BHCA”). The BHCA may, in certain circumstances, limit our Client's ownership of stock issued by other U.S. companies and other bank holding companies that are subject to the BHCA. O'Connor Client accounts generally will not be able to invest in securities solely issued by UBS. O'Connor or 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. O'Connor or 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. Page 7 of 49  UBS Asset Management (Americas) LLC O’Connor Form ADV Part 2 In addition, O'Connor has policies in place that prohibit securities of certain companies to be included in institutional funds and in discretionary mandates. Such prohibitions include, but are not limited to, a ban on companies involved in the development, production or purchase of cluster munitions and anti- personnel mines, pursuant to the Swiss Federal Act on War Materials. Similarly, other state, federal or national laws may restrict our Client's aggregate ownership of stock issued by certain companies. As a result of these possible limitations, O'Connor may not be able to purchase securities that our models would otherwise indicate that we should, and therefore an account would not participate in the "upside" of such purchase (if any). Assets under management Client regulatory assets under management for O’Connor as of December 31, 2024 are as follows: US Dollar Amount Discretionary: $16,506,455,738 Non-Discretionary $0 Total: $16,506,455,738 Page 8 of 49  UBS Asset Management (Americas) LLC O’Connor Form ADV Part 2 Item 5 - Fees and Compensation Overview This section of the Brochure contains information regarding how we are compensated for our advisory services. We manage assets for clients in pooled investment vehicles or separately managed accounts. Management fees O'Connor does not have a standard fee schedule. Fees and expenses are described in detail within each Client account's respective Governing Documents. However, in providing investment advisory services, O’Connor commonly receives a management fee from a Client in an amount equal to a percentage of the net assets managed by O’Connor as determined at the end of a month or quarter, respectively. Fees may be calculated based on the aggregated market value of all assets under management and may include allocations to cash. In the event of termination during a monthly or quarterly period, prorated adjustments in management fees are made, as appropriate. O’Connor may receive a performance-based fee, based on a percentage of profits earned within the applicable determination period, and in addition to its management fee. Typically, management fees and performance-based fees payable to O’Connor are separate, distinct, and in addition to other expenses that may be charged to Clients and disclosed in their applicable Governing Documents. Please see Item 6 Performance-Based Fees and Compensation below for details of such fees. Other fees Unless otherwise negotiated, Clients will pay transaction-related costs including, without limitation; brokerage commissions and/or spreads; exchange, regulatory and user fees; interest on margin accounts and other indebtedness; independent asset verification performance by a third party; borrowing charges on securities sold short; custodial fees; bank service fees; withholding and transfer fees; fees and expenses relating to investments in ETFs; expenses related to currency exchanges and currency hedging; professional fees (including, without limitation, expenses of consultants and experts) relating to portfolio instruments; legal fees; travel expenses; expenses incurred in connection with trade execution, clearance, settlement, confirmation and/or reconciliation; research expenses paid through "Research Payment Accounts" (RPAs); research expenses paid through soft dollar arrangements; fees and expenses related to prime brokerage, transaction counterparties and/or other service providers; investment-related expenses, regardless of whether or not investments are consummated; expenses related to obtaining any licenses or permits relating to investment for the Client, expenses related to logistical services, market data, and information technology, hardware, applications and software that will not be obtained through the use of soft dollars and other expenses related to the purchase, sale or transmittal of securities and other instruments. In addition, Clients will likely assume the cost for other expenses. Such expenses unrelated to investments include, but are not limited to: fees for data and software providers; research expenses not paid through RPAs or soft dollar arrangements; technology expenses related to research and development, legal, accounting, audit and tax preparation and tax structuring expenses; entity-level taxes; governmental fees; expenses related to the maintenance of a fund's registered office; expenses related to the establishment and operation of fund subsidiaries; expenses related to obtaining any licenses or permits; corporate licensing fees; the Management Board's and Officer's liability insurance premiums or fees and expenses (including travel); corporate secretarial services expenses; Anti-Money Laundering (“AML”) Officer expenses; expenses incurred in connection with the offer and sale of shares of a fund (including any expenses and fees associated with the creation of additional classes and series of shares such as fees and expenses associated with the preparation or amendment of Governing Documents and amendments or supplements to offering documents and any costs of printing, preparing and distributing explanatory memoranda); administration fees; Employee Retirement Income Security Act of 1974, as amended, ("ERISA") bonding costs (if applicable); and expenses incurred in providing information to shareholders (including any fees associated with translation of fund documents and reports). Page 9 of 49  UBS Asset Management (Americas) LLC O’Connor Form ADV Part 2 Finally, in addition to these items, certain overhead expenses of O’Connor, including, without limitation: personnel costs relating to finance, control, operational, legal, compliance, risk management, technology (research and development), trading and investment; market data services; general operations and administrative costs; business travel; regulatory expenses and fees (including, but not limited to, expenses incurred in connection with complying with regulatory reporting obligations, as well as out-of-pocket costs of preparing regulatory filings related to the Client or O’Connor as it relates to the Client); expenses attributable to legal, tax, compliance, accounting, auditing, IT, marketing, media relations and other professional services; and premises, recruitment and disaster recovery costs also may be passed through to certain Clients. Some Clients may have the amount of certain expenses capped at a maximum amount, generally determined by a percentage of assets under management for the Client(s) while other Clients may bear all of these types of expenses. To the extent utilized, sub-advisers do not receive any compensation directly from a Client for the investment services/advice they provide unless permitted by a Client’s Governing Documents. O’Connor, not Clients, compensates the affiliated sub-advisers for their advice rendered. O’Connor may also invest in commingled funds which, if managed by unaffiliated managers, may charge management and/or performance fees and other expenses which can be passed on to Clients subject to their applicable Governing Documents. Fee negotiation Management fees and performance-based fees may be reduced, waived or calculated differently for different Clients of O’Connor. Most Favored Nations clauses O'Connor 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 we offer to any other comparable Client for similar services (i.e., a Client for whom O'Connor 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 Generally, O’Connor does not deduct fees from client accounts, but Clients may request that their fees be deducted from their account with board approval. Management fees and performance-based fees may be reduced, waived or calculated differently for different Clients of O’Connor, and are separate, distinct and in addition to other expenses that may be charged to Clients and disclosed in their applicable Governing Documents. O’Connor may bill fees based upon the market value of a Client’s account as computed by the Client’s fund administrator or as shown on our internal portfolio accounting system and may deduct fees from Client accounts after receipt of approval from the fund board. We reconcile our internal system to the Client’s fund administrator records at least monthly when billing is based on our system. To the extent there are differences between the market value shown on the fund administrator records versus on our records, material discrepancies will be addressed but immaterial discrepancies will not. Page 10 of 49  UBS Asset Management (Americas) LLC O’Connor Form ADV Part 2 Item 6 - Performance-Based Fees and Side-By-Side Management 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. O’Connor may receive a performance-based fee, based on a percentage of profits earned within the applicable determination period as set forth in the respective Governing Documents. The term “profits” refers to an increase in the value of the net asset value of an account during the calculation period which is attributable to the net realized and unrealized gains arising from the account’s investment activities. Any performance-based fees or allocations are structured in accordance with the provisions under the Investment Advisers Act of 1940, as amended ("Advisers Act"). Such performance-based compensation is calculated and paid either quarterly or annually, as disclosed in the respective Governing Documents, and is typically subject to a “high water mark,” such that a performance-based fee or allocation may only be paid after recoupment of all prior investment losses. Clients should be aware generally that performance-based fee arrangements may create an incentive to recommend investments which may be riskier or more speculative than those which would be recommended under a different fee arrangement. 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. Performance-based fees may create an incentive to favor accounts with higher performance fees over accounts with lower performance fees in the allocation of investment opportunities. O’Connor seeks to resolve these potential conflicts of interest by implementing appropriate conflict mitigation processes. In addition, since the performance compensation may be calculated on a basis that includes unrealized appreciation of a Client's net asset value, such compensation may be greater than if it were based solely on realized gains. Any performance-based fees and allocations may be reduced, waived, or modified for different Clients of O'Connor, at our sole discretion. Page 11 of 49  UBS Asset Management (Americas) LLC O’Connor Form ADV Part 2 Item 7 - Types of Clients Overview In this section of the Brochure, we provide information about the types of Clients to whom we provide investment advice. We also discuss the conditions we may impose on the management of Client accounts. General introduction O'Connor primarily provides investment advisory services to various types of pooled investment vehicles and institutional SMAs. Clients are required to enter into an investment advisory or investment management agreement prior to the establishment of an advisory relationship. ERISA Clients O’Connor may provide discretionary investment management services to Clients that are employee benefit plans covered by applicable regulations and opinions of ERISA. In such instances for ERISA plan Clients, O’Connor is typically a “covered service provider” to the plan for purposes of ERISA Section 408(b)(2). We provide services to ERISA plans both as a registered investment adviser under the Advisers Act and as a fiduciary under Section 3(21) of ERISA. When providing discretionary investment management services to ERISA plans, we will also serve as an investment manager as defined in ERISA Section 3(38). In providing such services, we may rely on Prohibited Transaction Exemption 84-14 (the "QPAM exemption"). To the extent that O'Connor relies on the QPAM exemption, we must also comply with an individual Prohibited Transaction Exemption (PTE 2025-03) issued by the Department of Labor, requiring O'Connor to maintain, implement and follow written policies and procedures. ERISA plan Clients have a right to obtain a copy of the written policies and procedures developed in connection with PTE 2025-03. Conditions for managing accounts O'Connor generally requires minimum account investments, although this may be waived under certain circumstances. For certain types of investment strategies or pooled vehicles offered or managed by O'Connor, U.S. Clients (and U.S. investors in certain of those pooled vehicles) must generally satisfy certain investor sophistication requirements, including that the Client is an "accredited investor” as defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”); a "qualified purchaser" within the meaning of section 2(a)(51) of the Investment Company Act; a "qualified institutional buyer” as defined in Rule 144A under the Securities Act; and/or a "qualified eligible person" as defined in Rule 4.7 of the Commodity Exchange Act. Legal proceedings—class actions and other matters For SMAs, O’Connor 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. O’Connor 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. O’Connor 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 O’Connor will not advise or act for the Client on tax matters. We encourage Clients to seek independent professional tax advice on any taxation matters. O’Connor will not be responsible for any Page 12 of 49  UBS Asset Management (Americas) LLC O’Connor Form ADV Part 2 failure to meet the filing or other requirements of tax proceedings with respect to securities held or that were held in a Client account. Page 13 of 49  UBS Asset Management (Americas) LLC O’Connor Form ADV Part 2 Item 8 - Methods of Analysis, Investment Strategies and Risk of Loss Overview This section of the Brochure describes the methods of analysis we use to formulate investment advice and manage assets. We also discuss the material risks that Clients should generally consider when investing with O’Connor. Methods of analysis Investment objectives, strategies and risks are described within each Client's respective Governing Documents; however, O'Connor generally uses various forms of analysis when formulating its investment advice or managing Client assets. Despite the forgoing, nothing limits O'Connor from utilizing other methods of analysis as it sees fit. For example, O’Connor may also take environmental, social and governance (“ESG”) considerations into account when making investment decisions through the use of an ESG Dashboard that combines multiple ESG data sources in order to identify companies with material ESG risks. O’Connor will attempt to measure the intrinsic value of a company by looking at economic and financial factors (including the overall economy, industry conditions, and the financial condition and management of the company itself) to determine if the company is underpriced or overpriced. This type of analysis is conducted primarily from a bottom-up view. This bottom-up analysis typically involves continually monitoring companies looking for change or fundamental trends. Views are also taken as a result of various macroeconomic factors such including, without limitation: yield curve, credit spreads, consumer and commercial credit trends, security issuance and fund flows. Typically, this analysis drives O’Connor’s view of the relative fundamental valuation metrics that each company should trade at given the quality of management, company positioning in the marketplace, the effect of changes in the macroeconomic or regulatory environment on the company or the sector to which it belongs. While O’Connor will also look to identify markets and sectors that may be benefitted or h a r m e d by the current macroeconomic environment, generally, we do not attempt to use fundamental analysis to anticipate market movements. This type of analysis presents a potential risk, as the price of a security can move up or down along with the overall market, regardless of the economic and financial factors considered in evaluating such security. In addition, O’Connor attempts to analyze a variety of factors to make long and short investments designed to capture systemic price anomalies. These factors include, but are not limited to: technical, valuation, profitability and macroeconomic indicators such as measures of price appreciation; and dividend payments, forward earnings forecasts and long-term interest rates. O'Connor uses various sources of information, including, but not limited to; financial newspapers and magazines, inspections of corporate activities, sell-side research materials, buy-side research materials, corporate rating services, timing services, annual reports, prospectuses and other filings with the SEC, company press releases, industry publications, industry conferences, and industry consultants. Investment strategies O'Connor employs a number of investment strategies in connection with its investment management services. Clients should carefully read the relevant Governing Documents for specific information applicable to that particular account and to ensure that the investment is appropriate considering, among other things, their own investment objectives, risk tolerance, and time horizons. When managing Client assets, O’Connor will generally use one or more of the following strategies. Long/short equity The long/short equity strategy seeks to generate strong risk adjusted returns by trading in stocks, derivatives, indices (through futures and options) and other securities of companies. The investment strategy may take directional views and therefore has a net long or short exposure in the covered regions, sectors and sub-sectors. Investment decisions are primarily based on fundamental comparisons. Such "bottom-up" analysis is combined with a "top-down" view of opportunities across the various Page 14 of 49  UBS Asset Management (Americas) LLC O’Connor Form ADV Part 2 sectors. We believe that the combination of bottom-up and top- down analysis will allow us to identify the most attractive long and short opportunities both across and within sectors and geographies. Convertible arbitrage O'Connor employs a screening process to identify areas of inefficiency in the global convertibles market through its proprietary and third party valuation and hedging models, which include convertible bond, option, and bond and swap pricing models. O'Connor expects to purchase or sell convertible bonds, convertible preferred stock, warrants or options that we determine are inexpensive or expensive relative to their component parts, including, but not limited to, underlying equity securities. These typically are hedged by buying or selling the underlying securities or derivative instruments in accordance with model and experience driven ratios. O'Connor seeks to profit from these positions through receipt of coupon interest or net dividend payments, rebates on short transactions with the issuer and changes in the relative market value of the instruments. Convertible arbitrage positions may be held for a significant period of time to realize the expected profit, and at times may be susceptible to liquidity gaps. O'Connor attempts to minimize the negative impact of price movements in the underlying securities with a general goal of being equity and rate neutral. The investment management process involves identifying and exploiting situations where the opportunity for convergence between theoretical value and the market price exists. The general investment process includes: (1) researching prospective securities and the issuing companies; (2) selecting convertible securities that offer what we believe to be superior potential returns relative to their underlying securities; and (3) determining how best to hedge some of the risks associated with these investments. Merger arbitrage Generally, in merger arbitrage, the goal is to lock in or otherwise trade in the spread by purchasing or selling securities of the target or subject of an announced merger, acquisition or contest for control, and shorting or buying the deal consideration. The consideration to be received by shareholders of the target company upon completion of a transaction is typically g re a te r than the market price of the target company throughout the period prior to a deal closing. This price differential reflects the discount the market has assigned to the deal consideration given the time value of money and the uncertainty as to whether the transaction will ultimately be completed. In order to capture the spread, generally, O'Connor purchases shares of the target which, as a result of the merger agreement or other event, have effectively become a proxy for the receipt of the deal consideration upon the completion of the transaction. In certain instances, we may invest in other instruments, including bank debt, bonds, CDS and equity swaps. Deal consideration can come in the form of cash, shares of the bidder, or a combination of both. In transactions where all or a portion of the deal consideration includes the shares of the bidder, a short position is often established in these shares. In transactions where all of the deal consideration is cash, generally a l o n g position is taken in shares of the target. By establishing a short position, we seek to protect from reductions in the deal consideration resulting from fluctuations in the shares of the bidder. Spreads will be purchased when O'Connor determines that the market has overestimated the risks inherent in a deal resulting in an excessively wide spread. O'Connor employs a research-driven approach to its merger arbitrage activities. In each situation, we evaluate the profit potential and potential obstacles to a successful conclusion of the deal. This analysis is performed by considering various legal, tax and regulatory factors which will ultimately affect the transaction. In addition, a fundamental analysis of the parties to the transaction will be performed by drawing upon various resources, typically including prior company releases and filings, as well as industry and company-specific reports published by the various major brokerage firms. The analysis with respect to each existing and potential merger arbitrage position will be regularly scrutinized through continued monitoring of the regulatory process, company fundamentals and general movements in the capital markets. O'Connor expects that such ongoing analysis will enable it to identify opportunities where taking profits or attempting to minimize losses by liquidating certain long positions, or covering short positions, is appropriate. O'Connor expects to use both stock and options in both equities and indices to minimize deal-specific and market risk where and when possible. Page 15 of 49  UBS Asset Management (Americas) LLC O’Connor Form ADV Part 2 Capital Structure Arbitrage The Capital Structure Arbitrage strategy seeks to generate absolute returns by investing in corporate assets across a company's capital structure. We currently focus on North American and western European corporate entities in respect of this strategy. We believe that price inefficiencies (i.e. that the inherent value of securities are not reflected in their price) are created by market structures where investors tend to focus on only one component of a corporate capital structure generally debt or equity. We seek to exploit these price inefficiencies (namely an imbalance between the price of a company's debt and its equity), typically by taking a long position in one component of a company's capital structure and a corresponding short position in another component, in order that when the prices ultimately correct, the strategy will profit. O’Connor thereby takes a view on not only the value of the corporate entity itself, but also on how that value is allocated to specific securities of that company. The Capital Structure Arbitrage strategy seeks to identify situations with near-to-intermediate term catalysts, which will cause the inherent value of the identified securities to be realized. These catalysts may be corporate actions, including merger and acquisition activity, spin outs and split offs, special dividends and/or changes in corporate strategy or management. Catalysts may also be economic or market forces such as financial stress, litigation, or business cycles applied to companies with high operating leverage. O’Connor employs a fundamental research driven approach to valuing the individual capital structure components through an analysis focused on four variables: (i) asset value; (ii) asset volatility; (iii) liquidity; and (iv) rights of the security holder. This fundamental research will include industry level research and analysis of public filings of the corporation, including financial statements and creditor agreements, as well as applying quantitative modelling to value individual securities. Only those situations which we believe present attractive risk-reward trade-offs (i.e. that the potential for profit is determined to outweigh the risk of loss) on a stand-alone basis are eligible for investment in this strategy. We will seek to hedge broader market risk, interest rate risk and FX risk to the extent they would otherwise arise in the Capital Structure Arbitrage strategy investments. Special Purpose Acquisition Companies (“SPACs”) O’Connor employs a research-driven approach to its SPAC strategy. Prior to acquiring shares in a SPAC, O’Connor evaluates the SPAC sponsor and the terms and conditions of the SPAC. O’Connor evaluates the profit potential and analyzes the fundamental and regulatory factors which will ultimately affect a successful acquisition by a SPAC. The fundamental analysis of the parties to the acquisition will be performed by drawing upon various resources, typically including prior company releases and filings, as well as industry and company-specific reports published by the various major brokerage firms. The analysis with respect to each existing and potential SPAC position will be regularly scrutinized through continued monitoring of the regulatory process, company fundamentals and general movements in the capital markets. Credit O'Connor generally expects to employ fundamental and technical based credit opportunity trading strategies utilizing long and short risk. We will consider, among other factors, macro views on the global credit markets to identify which debt securities and credit instruments contain what we believe to be the most attractive risk-adjusted investment opportunities. Generally, we will u se fundamental "bottom up" analysis to determine the credit profile and relative value of selected credit instruments. In addition to fundamental factors, O'Connor will also rely on certain technical factors (e.g., market liquidity) to determine the weighting of portfolio positions. O'Connor may express its credit views by taking long risk, short risk and other positions on a company's capital structure to seek to exploit perceived mis- pricings based on company specific valuation matrices, which examine several metrics such as enterprise value, debt-to-equity ratios, return on equity and asset coverage. At times, we may seek protection through short exposure in major credit and equity indices as well as cash and derivative instruments; however, O'Connor does not seek to maintain market neutrality within this portfolio. The investment goal is to generate alpha through position selection regardless of market direction. At times, the credit trading strategies may also be opportunistic to take advantage of what we believe to be short term market opportunities and dislocation, as well as other catalyst-driven arbitrage opportunities. Page 16 of 49  UBS Asset Management (Americas) LLC O’Connor Form ADV Part 2 Capital Solutions As part of O'Connor's credit strategy, we may make customized secured loans and other types of loans that are structured to meet the individual needs of each borrower while seeking to control O'Connor's risks. Through this sub-strategy, O'Connor seeks to provide equity-like returns while benefitting from structural protections of debt and low correlation to the market through customized secured loans; other types of loans; structured transactions; preferred equity and other equity and credit instruments. We will focus these investments on tactical situations (including event-driven, storied credits; pre-initial public offering loans; holding company loans; hybrid loans; transitional lending; investments in various asset classes; CLO tranches; and loans to distressed companies); high-yield, asset backed securities (including mezzanine tranches, whole business securitization loans and collateralized loan obligations); contract monetization (including project finance, hard asset lease finance and credit tenant lease financing); and middle market loans (including direct lending, business development company finance, small business investment company finance and broadly syndicated loans). We may also seed specific business lines within these asset classes. O'Connor may enter into other types of structured transactions in order to implement these capital solutions investments. We will conduct due diligence and risk analysis prior to investing. Such due diligence measures include meetings with owners, financial due diligence, legal review of key operating documents and obtaining third-party expert reports. To analyze risk, O'Connor will conduct downside, bankruptcy and tax analysis and will consider efficient exit options for each investment. O'Connor will also conduct a periodic credit review of its investment portfolio and may restructure investments as necessary. In certain cases, we will hold investments for their full term. In other cases, however, we may sell all or part of an investment prior to maturity, seeking to capitalize on advantageous market conditions. China Long/Short Equity The China long/short equity strategy seeks to generate capital appreciation by investing long and short in the equity of, or equity derivatives or equity index derivatives referenced to companies domiciled in the People's Republic of China (the "PRC" or "China") and listed in the PRC, Hong Kong, Taiwan or the United States. The China long/short equity strategy will utilize a combination of equity hedge strategies as well as relative value. Equity hedge strategies will invest in publicly traded equities using fundamental research to generate alpha from stock picking. Portfolio construction is based primarily on fundamental bottom-up research combined with a top-down macro analysis. Relative value covers non-directional strategies that use arbitrage to exploit valuation discrepancies and other opportunities between different stocks in the same sector or those listed in different countries. O’Connor may implement the China long/short equity strategy by investing in China A-shares that are listed or traded on markets in the PRC. The strategy may invest in China A-shares directly through the Shanghai-Hong Kong Stock Connect and/or the Shenzhen-Hong Kong Stock Connect securities trading and clearing programs ("Stock Connect") and, subject to O’Connor or an affiliate receiving the required registration, through the Qualified Foreign Institutional Investor regime ("QFII") or Renminbi Qualified Institutional Investor regime ("RQFII"), or indirectly by acquiring participatory notes, swaps and other similar securities and instruments ("Access Products") issued by institutions permitted to invest in the China A-share markets. We may also implement the China long/short equity strategy through investment in securities that are listed or traded on markets in Hong Kong, Taiwan or the United States and may, in the future, determine to expand the scope of the Fund's China-focused strategy to include investment in the PRC credit markets. Working Capital This strategy seeks to achieve its investment objective primarily through investments in the finance of accounts receivables/accounts payables, negotiable bills of exchange, drafts and promissory notes, and various other working capital finance, supply chain finance or trade finance assets (which may or may not be supported by irrevocable payment undertakings and/or corporate payment undertakings) (each a “Working Capital Asset” and together, the “Working Capital Assets”) relating to the supply of goods and services (including, in some cases, relating to payment obligations with respect to software, royalties, inventories and other tangible and intangible assets) by a corporate supplier (each a Page 17 of 49  UBS Asset Management (Americas) LLC O’Connor Form ADV Part 2 “Supplier” and primarily corporates) to a corporate buyer of such goods and services (each, a “Buyer”) (each, a “Working Capital Transaction” and together, the “Working Capital Transactions”). Working Capital Transactions come in many forms and utilize a broad range of structures. In addition, it is common in the trade finance marketplace for the same product to be referred to by several names, even, in many cases, between financial institutions operating in the same geographic market. Generally speaking, however, Working Capital Transactions may be grouped into two categories, Buyer- led Working Capital Transactions and Supplier-led Working Capital Transactions. Buyer-led Working Capital Transactions (commonly known as payables finance, confirmed payables finance, reverse discounting and supply chain finance among other terms) are arranged by a single Buyer (or group of Buyers in the same corporate family) with the purpose of releasing working capital for either the Supplier or the Buyer from the Buyer’s supply chain. This is commonly achieved by the Buyer engaging a finance provider to manage the payment of its accounts payable to its Suppliers and, where requested by a Supplier, providing finance to any such Supplier in respect to the relevant accounts payable/accounts receivable. The finance provider is willing to provide finance to the Suppliers because the Buyer typically provides the finance provider with certain confirmations and waivers in respect of its accounts payable. Such confirmations may or may not include an irrevocable payment undertaking or corporate payment undertaking. The finance provided to the Suppliers typically takes the form of discounting the accounts receivable on a without-recourse basis (and such discounting may or may not involve the purchase of the accounts receivable or any negotiable bills of exchange, drafts and promissory notes evidencing such accounts receivable). Supplier-led Working Capital Transactions (commonly known as receivables discounting, invoice discounting, factoring, forfeiting and bill/draft purchasing among other terms) are arranged by a single Supplier (or group of Suppliers in the same corporate family) with the purpose of obtaining finance against its accounts receivable. The finance provided to the Supplier by the finance provider typically takes the form of discounting the accounts receivable (and such discounting typically involves the purchase of the accounts receivable or any negotiable bills of exchange, drafts and promissory notes evidencing such accounts receivable). The financing may be provided on a with-recourse or without- recourse basis, may or may not be disclosed to the Buyers, and may or may not involve the redirection of collections to the finance provider. O’Connor invests in Working Capital Assets through various means including without limitation: (i) by purchasing such Working Capital Assets directly from an entity (each an Originator) that provides the related Working Capital Transaction to the Supplier or Buyer and who first originates or acquires such Working Capital Asset from the Supplier or Buyer, as applicable; (ii) by purchasing from an Originator a participation interest in such Working Capital Assets, where such participation may be constructed as a New York law participation (where we obtain certain property rights in the Working Capital Assets and is generally not exposed the insolvency risk of the Originator) or a debtor-creditor participation (where the Fund does not obtain any property rights in the Working Capital Assets but may have certain rights to “elevate” its position and obtain property rights in the Working Capital Assets if the party to which we have recourse or the Originator defaults); (iii) by being declared by an Originator as the beneficiary of a trust in respect of such Working Capital Assets; (iv) by purchasing one or more zero coupon global notes (Notes) issued by one or more special purpose vehicles who have originated (in which case, such special purpose vehicle would be an Originator) or otherwise acquired from another Originator such Working Capital Assets; (v) by investing via swap or synthetic transfer and other possible forms; and (vi) by investing in investment funds which have acquired an interest in such Working Capital Assets. We may also enter into master assignment agreements with various counterparties in order to gain exposure to Working Capital Assets. Where we invest in investment funds, these may be either regulated or unregulated, and will typically provide exposure to Working Capital Assets. In certain cases, the Fund will invest in Working Capital Assets originated in connection with one or more third party electronic platforms commonly utilized by Suppliers, Buyers or Originators to support Working Capital Transactions (each, a “Platform”). A Platform may itself be an Originator or it may only be engaged to provide services to an Originator. Page 18 of 49  UBS Asset Management (Americas) LLC O’Connor Form ADV Part 2 Opportunistic This strategy is, among other things, used as a tool to implement, in O'Connor's discretion, a hedge against unwanted exposures that exist at the aggregate portfolio level on the overall portfolio, as well as seeking to capitalize, from time to time, on opportunities that arise in the markets. Opportunities that may be included in this strategy include the origination of and participation in customized secured loans. The nature of these investments is opportunistic and may employ a wide variety of trades and security types. With respect to overlay trades, O'Connor, in its discretion, may place market hedges with either long or short exposure if the rest of O'Connor's sub-strategies within the portfolio in aggregate produce unintended market exposures. We may make tactical investments which seek to take advantage of investment opportunities not generally available to other market participants. Such investments may be expressed in a variety of ways and include, but are not limited to, direct investments in private companies, or investments with/in third-party managers that follow unique or specialized investment strategies, such as private equity type investments. O'Connor will evaluate each of these opportunities and will only make investments when we believe the benefits associated with the given opportunities are in line with the Client's overall investment objective. Commodities The commodities strategy seeks to achieve a high level of capital appreciation by investing in the commodity markets using quantitative and fundamental analysis while maintaining relatively low volatility and minimal net commodity exposure. The commodities strategy utilizes a variety of strategies focused on valuation and fundamental drivers of returns of commodities and commodity contracts of different maturities, with a core focus on relative value, implemented at the discretion of the portfolio manager. The commodities strategy is overseen by an experienced portfolio management team, constantly evaluating trading strategies and opportunities. The portfolio will largely consist of offsetting short and long positions in individual commodities along with short and long positions in different maturities of the same commodity (calendar spreads), in addition to select directional positions. To gain exposure to the commodity markets, the commodities strategy may invest in commodity-linked derivative instruments backed by a portfolio of conservative short-term fixed income securities and money market instruments (i.e., U.S. treasuries, U.S. agencies and cash). Derivatives used may include liquid futures on individual commodities, options on commodity futures, index-linked swaps, OTC individual commodity swaps, along with other instruments in U.S. dollars and other currencies. The descriptions set forth in this Brochure of services offered as well as strategies or securities used by O’Connor on behalf of its Clients and should not be understood to limit or constrain O’Connor’s investment activities. O’Connor remains free to offer any advisory services, engage in any investment strategy and make any investment, including anything not described in this Brochure that we consider appropriate, subject to the objectives and guidelines of each Client and relevant regulatory restraints. The investment strategies O’Connor pursues are speculative and entail substantial risk. Material risks Clients should understand that all investment strategies and the investments made pursuant to such strategies involve risk of loss, including the potential loss of the entire investment, which Clients should be prepared to bear. The investment performance and the success of any investment strategy or particular investment can never be predicted or guaranteed, and the value of a Client’s investments will fluctuate due to market conditions and other factors. Below is a summary of certain risks that may be associated with our strategies. This list of risk factors is not a complete enumeration or explanation of the risks involved in a strategy, as the particular risks applicable to a Client account will depend on the nature of the account, its investment strategy or strategies and the types of securities or other investments held. While O'Connor seeks to manage accounts so that risks are appropriate to the strategy or objective, it is often not possible or desirable to Page 19 of 49  UBS Asset Management (Americas) LLC O’Connor Form ADV Part 2 fully mitigate risks. Prospective Clients should read this entire Brochure, as well as their respective Governing Documents, and consult with their own legal, financial, and tax advisors before deciding whether to invest. If a conflict exists between this Brochure and any Governing Document, then the respective Governing Document will prevail. Management risk: The risk that the investment strategies, techniques and risk analyses employed by O’Connor may not produce the desired results. O'Connor's judgments about the fundamental value of securities or other factors t h a t d e t e r m i n e the attractiveness of investments acquired for a portfolio may prove to be incorrect. In addition, O'Connor's judgments about asset allocations, exposure to foreign currencies, credits, rates and o t h e r macro-economic factors may prove to be incorrect. In some cases, investments may be unavailable or we may choose not to use them under market conditions when their use, in hindsight, may be determined to have been beneficial. Risk of loss: Investing in securities involves risk of loss that Clients should be prepared to bear. The investment decisions that O'Connor 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: O'Connor 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 managed by O'Connor is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Personnel risk: O'Connor 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 O'Connor, we will not be responsible for the Client’s overall diversification, asset allocation or liquidity needs. In addition, certain of our strategies may be non-diversified and hold a low number of investments. Tax risk: Clients should consult their tax advisors regarding the tax consequences of their investments. O'Connor is not a tax advisor. Although certain of its investment strategies may consider the potential tax implications of investment decision, such implications are not generally the primary factors affecting investment decisions. Risks of real estate investments: The value and marketability of real estate investments are subject to many factors beyond the control of O'Connor, including adverse changes in economic conditions, adverse local market conditions and risks associated with the acquisition, financing, ownership, operation and disposal of real estate. 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 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. 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 Page 20 of 49  UBS Asset Management (Americas) LLC O’Connor Form ADV Part 2 financial services industry and markets in ways that are difficult to assess. The rules and the differences in them among various jurisdictions may make it more costly and time consuming to effect investment transactions in various markets around the world. The broader impacts of the sweeping regulatory reform on markets generally and pricing and liquidity of financial instruments are unknown. These changes may adversely affect the value of Client investments, the opportunities to pursue Client investment strategies and objectives, and may negatively impact the performance of Client accounts. The Volcker Rule restricts the ability of the investment manager to a pooled investment fund meeting the definition of a "covered fund," and prevents the investment manager 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 fund 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. Additionally, O'Connor, as a member of UBS AM, is currently operating under individual Prohibited Transaction Exemptions, as set forth under ERISA. There is risk that the DOL could choose to modify or impose additional constraints or revoke them entirely. In any of these cases, O'Connor's ability to provide investment management services to accounts subject to ERISA would be negatively affected. Models - Risk of Programming and Modeling Errors: O'Connor's research and modeling process is extremely complex and involves financial, economic, econometric and statistical theories. Although O'Connor seeks to hire individuals skilled in each of these functions and to provide appropriate levels of oversight, the complexity of the individual tasks, the difficulty of integrating such tasks, and the limited ability to perform "real world" testing of the end product raises the chances that the finished model may contain an error; one or more of such errors could adversely affect a Client’s portfolio. If a model or a portion of the model proves to be incorrect or incomplete, any decisions made in reliance thereon expose a Client’s portfolio to potential risks of loss. In addition, some of the models used by O'Connor are predictive in nature. The use of predictive models has inherent risks. Because predictive models are usually constructed based on historical data supplied by third parties, the success of relying on such models may depend heavily on the accuracy and reliability of the supplied historical data. All models rely on correct market data inputs. If incorrect market data is entered into even a well-founded model, the resulting information will be incorrect. However, even if market data is input correctly, “model prices” will often differ substantially from market prices, especially for securities with complex characteristics, such as derivative securities. Risk of equity instruments: Risks associated with investing in equity securities include: (1) the stock markets where a portfolio’s investments are traded may go down; (2) an adverse event, such as negative press reports about a company in the portfolio, may depress the value of the company’s stock; or (3) small to mid-capitalization companies may have less diversified product or service offerings and less liquidity in the markets which increases their volatility, among other things. Risk of fixed income investments: Risk associated with investing in fixed income securities include: (1) 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; (2) credit risk: The issuer may default on its obligation to pay principal or interest, may have its credit rating downgraded by a rating organization or may be perceived by the market to be less creditworthy. Lower-rated bonds are more likely to be subject to an issuer’s default than investment grade (higher-rated) bonds. Lower-rated bonds may have less liquidity and be more difficult to value particularly in declining markets; (3) 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; (4) 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; (5) counterparty risk: The risk that the counterparty to the transaction will default on its obligations; and (6) municipal securities risk: State and local government securities may be more susceptible to credit risk as a result of economic stress. Factors contributing to the economic stress on state and local government securities may include: lower tax collections as a result of lower home Page 21 of 49  UBS Asset Management (Americas) LLC O’Connor Form ADV Part 2 values; lower sales tax revenue as a result of reduced consumer spending; lower income tax revenue as result of higher unemployment rates; and budgetary constraints of local, state and federal governments upon which the tax-free issuers may be relying for funding. Foreign country and emerging market risks: Risk associated with investing in foreign and emerging markets include: (1) 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; (2) 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; (3) political and social instability, war and civil unrest; (4) 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; (5) changes in foreign currency exchange rates and in exchange control regulations may adversely affect the value of securities denominated or traded in non- U.S. currencies; and (6) impositions of sanctions by governmental or supranational authorities on companies in which we have positions that may hamper or prevent the trading of securities in such companies. The risks described above are more severe for emerging markets than for non-U.S. developed markets. Smaller company size risk: The securities of smaller companies are often more difficult to value or dispose of, more difficult to obtain information about, and more volatile than stocks of larger, more established companies. In addition, the markets for investments in smaller capitalized companies may not be actively traded, which increases the risk that O'Connor may have difficulty selling securities for an account. Asset-backed and mortgage-backed securities risks: Certain strategies may invest in securitized debt, including asset-backed securities (“ABS”) and/or mortgage-backed securities (“MBS”). The investment characteristics of MBS and ABS may differ from traditional debt securities in that interest and principal payments are made more frequently, principal may be prepaid at any time and a number of state and federal law govern and may limit right to the underlying collateral. Derivatives risks: The value of “derivatives”—so called because their value “derives” from the value of an underlying asset, reference rate or index—may rise or fall more rapidly than other investments. The primary risks of loss associated with derivatives include: (1) market risk – the risk that the market value of an investment will fluctuate, sometimes rapidly or unpredictably, as the stock and bond markets fluctuate. Market risk may affect a single issuer, industry or sector of the economy, or it may affect the market as a whole. Moreover, changing market, economic, political and social conditions in one country or geographic region could adversely impact market, economic, political and social conditions in other countries or regions; (2) credit risk – the risk that the counterparty to the transaction will default on its obligations 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 may be more difficult to value, particularly in declining markets; (3) liquidity risk – the risk that the instrument will not be readily marketable. Liquidity risk may be magnified in a rising interest rate environment, causing increased supply in the market due to selling activity. Liquidity risk includes the risk that we will experience significant net redemptions at a time when we cannot find willing buyers for its portfolio securities or can only sell its portfolio securities as a material loss; and (4) valuation risk – the risk that the instrument may have only one pricing source. Ultimate realization of the market value of an asset depends to a great extent on economic and other conditions. 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 Page 22 of 49  UBS Asset Management (Americas) LLC O’Connor Form ADV Part 2 pose the risk of losing more than the amount invested. These derivatives risks are different from, and may be greater than, the risks associated with investing directly in securities and other instruments. Leverage risk: Derivatives that involve leverage can result in losses to the Client’s portfolio that exceeds 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 (“IPOs”) risks: The purchase of shares sold in IPOs may expose a portfolio to the risks associated with issuers that have no operating history as public companies, as well as to the risks associated with the sectors of the market in which the issuer operates. The market for IPO shares may be volatile, and share prices of newly-public companies may fluctuate significantly over a short period of time. Short sales risk: Short sales involve the risk that the Client will incur a loss by subsequently buying a security at a higher price than the price at which the Client previously sold the security short. This would occur if the securities lender required the Client to deliver the securities the Client had borrowed at the commencement of the short sale and the Client was unable to either purchase the security at a favorable price or to borrow the security from another securities lender. If this occurs at a time when other short sellers of the 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. Moreover, because the loss on a short sale arises from increases in the value of the security sold short, such loss is theoretically unlimited. Non-publicly traded securities, private placements and restricted securities: Private placements are not subject to some of the laws and regulations that are designed to protect investors, such as the comprehensive disclosure requirements that apply to registered offerings; therefore, they may be more risky than publicly traded securities. 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 may also be difficult to value. Investments that are illiquid or that trade in lower volumes may be more difficult to value. Investments in pooled investment funds: In lieu of direct investment, certain strategies may invest in one or more pooled investment funds managed by O'Connor or its affiliates ("affiliated funds") or by unaffiliated third party managers ("unaffiliated funds"), including, mutual funds, ETFs, collective investment funds, private funds, offshore funds, private equity funds, real estate funds, etc. A fund’s investments will be made in accordance with the fund’s offering documents and governing instruments. In addition, to the extent a strategy invests in a pooled investment fund, there may be additional risks discussed in the fund’s offering documents or governing instruments which are not discussed in this Brochure. Prior to investing an account in a fund, O'Connor will assess whether it believes the investment is consistent with the Client’s investment guidelines as well as applicable law and regulation. A Client will generally bear, indirectly, fund investment expenses (e.g., brokerage commissions to execute portfolio trades, etc.) and operating costs (e.g., administration, custody, audit, etc.). When a Client’s account invests in an affiliated fund, the Client will not normally pay any additional investment management fees to O'Connor in connection with investing in the affiliated fund. When investing in an unaffiliated fund, the Client will normally bear, indirectly, fees paid by the fund to its investment manager. Page 23 of 49  UBS Asset Management (Americas) LLC O’Connor Form ADV Part 2 Real Estate Investment Trusts (“REITs”): An investment in REITs includes the possibility of a decline in the value of real estate, possible lack of available money for loans to purchase real estate, risks related to general and local economic conditions, overbuilding and increased competition, increases in property taxes and operating expenses, prolonged vacancies in rental properties, changes in zoning laws, casualty or condemnation losses, variations in rental income, changes in neighborhood values, the appeal of properties to tenants, costs of clean up and liability to third parties resulting from environmental problems, costs associated with damage from natural disasters not covered by insurance, increases in interest rates and changes to tax and regulatory requirements. Loss of status as a qualified REIT under the U.S. federal tax laws could also adversely affect the value of a particular REIT or the market for REITs as a whole. Risks Associated with Investments in Businesses and Loans to High Net Worth Individuals: Operating results for privately held companies and the liquidity of high net worth individuals in a specified period will each be difficult to predict. Such investments involve a high degree of business and financial risk that can result in substantial losses. SPACs: SPACs have a distinctive deal structure, and are therefore subject to many risks, including; liquidity risk, valuation risk, complex structure risk (warrants and shares) and management risk (the ability for management to identify acquisition targets). Futures Contracts: The value of futures depends upon the price of the securities, commodities, instruments, indices or other financial measures underlying them. The prices of futures are highly volatile, and price movements of futures contracts can be influenced by, among other things, interest rates, inflation, non-U.S. exchange rates, changing supply and demand relationships, trade, fiscal, monetary and exchange control programs and policies of governments, and national and international political and economic events and policies. In addition, investments in futures are also subject to the risk of the failure of any of the exchanges on which the Client’s positions trade or of its clearinghouses or futures commission merchants. Futures positions may be illiquid because certain exchanges limit fluctuations in certain futures contract prices during a single day by regulations referred to as “daily price fluctuation limits” or “daily limits.” Under such daily limits, during a single trading day no trades may be executed at prices beyond the daily limits. Once the price of a particular futures contract has increased or decreased by an amount equal to the daily limit, positions in that contract can neither be taken nor liquidated unless traders are willing to effect trades at or within the limit. This could prevent the Client from promptly liquidating unfavorable positions and subject the Client to substantial losses or could prevent the Client from entering into desired trades. In extraordinary circumstances, a futures exchange, the CFTC or another similar non-United States regulatory body or agency could suspend trading in a particular futures contract, or order liquidation or settlement of all open positions in such contract. Commodities: The prices of commodities contracts are highly volatile. Price movements of commodities are influenced by, among other things, interest rates, changing supply and demand relationships, trade, fiscal, monetary and exchange control programs and policies of governments, and national and international political and economic events and policies. The value of certain futures, options and swap agreements also depends upon the price of the commodities underlying them. In addition, the Fund’s assets are subject to the risk of the failure of any of the exchanges on which their positions trade or of their clearinghouse or counterparts. Most U.S. commodities exchanges limit fluctuations in certain commodity interest prices during a single day by imposing what are known as “daily price fluctuation limits” or “daily limits.” The existence of daily limits may reduce liquidity or effectively curtail trading in particular markets. Once the price of a particular contract has increased or decreased by the daily limit, effectively, positions in the contract can neither be taken nor liquidated. Contract prices in various commodities have occasionally moved the daily limit for several consecutive days with little or no trading. Similar occurrences could prevent the Fund from promptly liquidating unfavorable positions and subject it to substantial losses that could exceed the margin initially committed to these trades. Daily limits may reduce liquidity, but do not limit ultimate losses, as daily limits apply on a day-to-day basis. In addition, even if contract prices have not moved the daily limit, the Fund may not be able to execute trades at favorable prices if there is only light trading in the contracts involved. Page 24 of 49  UBS Asset Management (Americas) LLC O’Connor Form ADV Part 2 As part of its emergency powers, an exchange or the CFTC can suspend or limit trading in a particular contract, order immediate liquidation and settlement of a particular contract, or order that trading in a particular contract be conducted for liquidation only. The possibility also exists that non-United States governments may intervene to stabilize or fix exchange rates, restricting or substantially eliminating trading in certain affected currencies. Cybersecurity: O’Connor, like all companies, may be susceptible to operational and information security risks. Cybersecurity failures or breaches of O’Connor or its service providers or the issuers of securities in which we invest have the ability to cause disruptions and impact business operations, potentially resulting in financial losses, the inability to transact business, violations of applicable privacy and other laws, regulatory fines, penalties, reputational damage, reimbursement or other compensation costs, and/or additional compliance costs. Although O’Connor takes protective measures, we may be vulnerable to unauthorized access, computer viruses or other events that could impact security. O’Connor currently and in the future is expected to routinely communicate by email or other electronic means. E-mail messages may not be secure, may contain computer viruses or other defects, may not be accurately replicated on other systems, or may be intercepted and read by others, deleted, or modified without the knowledge of the sender or intended recipient. Inflation: Inflation and rapid fluctuations in inflation rates have had in the past, and may in the future have, negative effects on economies and financial markets. Wage and price controls have been imposed at times in certain countries in an attempt to control inflation, which could significantly affect the operation of the issuers of securities or other investments in which the Fund invests. Governmental efforts to curb inflation often have negative effects on the level of economic activity. As such, inflation and rapid fluctuations in inflation rates may adversely affect the financial performance of the Fund. Risks of Natural Disasters, Terrorist Attacks and War: The global economy is subject to risks relating to terrorist attacks or acts of war, including Russia's invasion of Ukraine in 2022, causing significant loss of life and property damage and disruptions in the markets. Economic and diplomatic sanctions may be in place or imposed on certain states and military action may be commenced. In addition, countries and regions in which the Fund invests, where the Investment Manager has offices or where the Fund or the Investment Manager otherwise does business are susceptible to natural disasters, fires, floods, earthquakes and hurricanes. The occurrence of a natural disaster could adversely affect and severely disrupt the business operations, economies and financial markets of many countries (even beyond the site of the natural disaster). Such events have created, and continue to create, economic and political uncertainties and have contributed to global economic instability. Ultimately, the potential impact of such events is unclear, but such events could have a material effect on general economic conditions, market liquidity or the operations of the O’Connor or its Clients. 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 AM. There is also risk exposure arising from the use of AI by bad actors to commit fraud, misappropriate funds, and facilitate cyberattacks. Clients may be subject to material risks other than those described above based on the specifics of their investment. Additional risks pertaining to specific Clients are disclosed in the respective Governing Documents. Clients should carefully review the full description of risks presented in such documents. Page 25 of 49  UBS Asset Management (Americas) LLC O’Connor Form ADV Part 2 Operating events/errors Human error, operational error or failure attributable to O’Connor ("Operating Events/Errors") occasionally may occur in connection with the management of funds and client accounts. O’Connor 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 Product Control 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. O’Connor 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. Page 26 of 49  UBS Asset Management (Americas) LLC O’Connor Form ADV Part 2 Item 9 - Disciplinary Information Overview In this section of the Brochure, we are required to disclose legal or disciplinary events that are material to a Client’s or prospective Client’s evaluation of our advisory business or the integrity of our management. Following the integration of CSAM into UBS AMA LLC, the information below has been updated to include disciplinary events previously disclosed in its respective Form ADV Brochures. 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 restructured 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 policies 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 U.S. Securities and Exchange Commission (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 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 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 (“UBS”). 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 Page 27 of 49  UBS Asset Management (Americas) LLC O’Connor Form ADV Part 2 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 Funds in violation of Section 9(a) of the 1940 Act. Under the terms of the Order, the Credit Suisse Investment Advisers and CSSU were censured and agreed to cease and desist from committing or causing any violations and any future violations of Section 9(a) of the 1940 Act. The Credit Suisse Investment Advisers and CSSU agreed to pay disgorgement, prejudgment interest and civil penalties totaling $10,080,220. Other Matters UBS AMA LLC has made available other disciplinary items in Part I, Item 11 of the ADV which can be found on the SEC’s website at www.adviserinfo.sec.gov. As UBS AMA LLC is under the ultimate control of UBS Group, it has U.S and non-U.S. affiliates that engage in a variety of financial services activities. UBS AMA LLC may be required to disclose certain disciplinary events involving those affiliates. In addition, such actions may require UBS AMA LLC to seek exemptive or other relief from the SEC or other regulators to permit it to continue conducting its investment advisory business. There is no assurance that such relief will be granted or, if granted, what terms or conditions UBS AMA LLC may need to agree to with respect to its business because of the conduct of its business units and affiliates. Page 28 of 49  UBS Asset Management (Americas) LLC O’Connor Form ADV Part 2 Item 10 - Other Financial Industry Activities and Affiliations Overview This section of the Brochure contains information about our financial industry activities and affiliations. We provide information about the material relationships and arrangements we have with advisory affiliates or persons under common control with UBS AMA LLC, including broker-dealers, pooled investment 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. UBS Asset Management (US) Inc. and Credit Suisse Securities (USA) LLC, each an affiliate, are both a registered broker-dealer and a member of the Financial Industry Regulatory Authority ("FINRA") for the limited purpose of facilitating the distribution of collective investment vehicles, such as mutual funds, managed by UBS AMA LLC and its affiliates. A number of UBS AMA LLC's management persons and personnel are also principals or registered representatives of UBS Asset Management (US) Inc. Futures Commission Merchant, Commodity Pool Operator, or Commodity Trading Advisor 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. Upon receiving consent, UBS AMA LLC is exempt from the requirement to provide a Disclosure Document with respect to its Rule 4.7 exempt QEP accounts. PURSUANT TO AN EXEMPTION FROM THE COMMODITY FUTURES TRADING COMMISSION IN CONNECTION WITH ACCOUNTS OF 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 NFA as futures commodities merchants (“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 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 AMA LLC 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 these affiliates are also registered as municipal securities dealers and/or government securities broker-dealers. In addition, UBS AMA LLC has numerous broker-dealer affiliates operating outside the United States. A complete list of affiliated broker-dealers is available to Clients upon request. Page 29 of 49  UBS Asset Management (Americas) LLC O’Connor Form ADV Part 2 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. 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 effected consistent with the requirements and conditions of Rule 17a-7 under the Investment Company Act. UBS AMA LLC may also effect "cross" transactions between client accounts in which we will cause one client to purchase securities 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, Page 30 of 49  UBS Asset Management (Americas) LLC O’Connor Form ADV Part 2 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 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 funds managed by UBS AMA LLC, as of the date of this Brochure. Certain employees of UBS AMA LLC may be officers and/or directors/trustees of the funds listed below. DISCLAIMER: THE INFORMATION PROVIDED IN THIS BROCHURE IS INTENDED SOLELY FOR COMPLYING WITH FORM ADV DISCLOSURE REQUIREMENTS. THIS BROCHURE DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES. NOTHING IN THIS BROCHURE SHALL LIMIT OR RESTRICT THE PARTICULAR TERMS OF ANY SPECIFIC OFFERING. OFFERS WILL BE MADE ONLY TO QUALIFIED INVESTORS BY MEANS OF A PROSPECTUS OR CONFIDENTIAL PRIVATE OFFERING MEMORANDUM PROVIDING INFORMATION AS TO THE SPECIFICS OF THE OFFERING. NO OFFER OF ANY INTEREST IN ANY PRODUCT WILL BE MADE IN ANY JURISDICTION IN WHICH THE OFFER, SOLICITATION OR SALE IS NOT PERMITTED, OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER, SOLICITATION OR SALE. Registered Investment Companies: Each of the following investment company groups offer one • or more open-end investment companies registered under the Investment Company Act to qualifying investors: o o o o o o o 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 UGS A&Q Funds – A&Q Multi-Strategy Fund, A&Q Technology Fund LLC, A&Q Long/Short Strategies 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 o o o o o o 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 Page 31 of 49  UBS Asset Management (Americas) LLC O’Connor Form ADV Part 2 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 because 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 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: 1. UBS Asset Management Funds Ltd. 2. UBS Fund Management (Ireland) Ltd. 3. UBS Fund Management (Switzerland) AG 4. UBS Fund Services (Luxembourg) S.A. 5. 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 Page 32 of 49  UBS Asset Management (Americas) LLC O’Connor Form ADV Part 2 and certain closed-end CITs. The CITs are investment vehicles through which ERISA retirement plans, governmental plans, and other eligible retirement plans commingle their assets for investment purposes. The CITs are exempt from registration under the Investment Company Act. Pension Consultants: UBS AMA LLC may provide pension consulting services to certain of its • Clients, subject to compliance with applicable rules and regulations, including ERISA. In addition, certain of our affiliates, including UBS Financial Services, may also provide pension consulting services to their Clients. Limited Partnership Sponsorships: UBS 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. UBS AM has engaged Adams Street Partners LLC, an unaffiliated registered investment adviser, to sub-advise these limited partnerships. Recommending or selecting other investment advisers and sub-advisers: UBS AMA LLC may • recommend or select other investment advisers or sub-advisers for Clients; however, we do not receive direct or indirect compensation from those advisers or sub-advisers. Other: Certain subsidiaries of UBS Group AG, including UBS Business Solutions US LLC, UBS • Business Solutions AG, UBS Business Solutions Poland sp. z.o.o., and UBS Business Solutions (India) Private Limited provide certain services to UBS's affiliates and subsidiaries, including UBS AMA LLC. Services currently include Finance, Risk Control, Compliance, Legal, Human Resources, Technology, and Operations. Additional considerations As described previously, UBS AMA LLC will generally be deemed a related party with respect to UBS Group, including its various directly and indirectly owned subsidiaries. These entities engage in a variety of financial services activities. In the regular course of business, UBS Group and its affiliates may engage in activities where their interests or the interests of their clients conflict with the interests of UBS AMA LLC’s clients. The potential conflicts of interest that may arise due to the broad spectrum of activities engaged in by UBS Group, UBS AMA LLC and its affiliates are described in detail in the 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; 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 Page 33 of 49  UBS Asset Management (Americas) LLC O’Connor Form ADV Part 2 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 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. Page 34 of 49  UBS Asset Management (Americas) LLC O’Connor Form ADV Part 2 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 For certain UBS AMA LLC clients, 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. Page 35 of 49  UBS Asset Management (Americas) LLC O’Connor Form ADV Part 2 Item 11 - Code of Ethics, Participation or Interest in Client Transactions and Personal Trading Overview This section of the Brochure contains a summary of our Code of Ethics. We also describe circumstances where we may recommend, buy, or sell securities for client accounts in which we (or a related person) may have a material financial interest. This description includes information on the conflicts of interests that may arise and how we address these conflicts. Code of Ethics: Proprietary and Employee Securities Transactions UBS AMA LLC has adopted a Code of Ethics ("Code") designed to meet the requirements of Rule 204A-1 of the Advisers Act and which sets forth ethical standards of business conduct required from all employees, including compliance with any other applicable securities laws. The Code is intended, among other things, to ensure that personal investing activities by employees and certain of their family members are consistent with our fiduciary duty to clients. The Code sets forth policies and procedures for identifying, escalating, and addressing any potential or actual conflicts of interest that may present themselves between employees, officers and directors of UBS AMA LLC and UBS AMA LLC’s clients. The Code incorporates the following general principles which all employees are required to uphold: • UBS AMA LLC and its employees must at all times place the interest of its clients ahead of their own; • No principal or employee of UBS AMA LLC may buy or sell securities for his or her personal account portfolio(s) where their investment decision is a result of information received because 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 pre-clearance for all securities transactions. UBS AMA LLC views certain transactions as especially likely to create a conflict of interest with its clients, and therefore prohibits employees from engaging in the following types of transactions: (i) short sales; (ii) purchase or sale of futures that are not traded on an exchange, as well as options on any type of futures; and (iii) IPOs. Investments in limited offerings are permitted, with preclearance for any new investments or additional capital investments. UBS AMA LLC also permits options trading under certain conditions and with pre-clearance. 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 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 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 to their compliance with the policies and procedures therein. Employees are also required to: (i) disclose any covered personal accounts, as defined in the Code, within 10 calendar days of becoming an employee of O’Connor, including certain immediate family member accounts; (ii) submit initial and annual holdings reports disclosing their personal securities holdings in any covered personal accounts; (iii) submit quarterly reports disclosing all personal securities transactions in any covered personal accounts; and (iv) Page 36 of 49  UBS Asset Management (Americas) LLC O’Connor Form ADV Part 2 report any violations of the Code promptly to the Head of Compliance of the applicable business unit. Holdings and transactions may be periodically reviewed by 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, 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. You may request a copy of our Code of Ethics by sending an email to OCONNOR_ADV@ubs.com. Participation in client transactions As described in Item 10 above, certain Clients of O’Connor engage in transactions with affiliates of O’Connor as counterparty, and may do so in the future. Certain of our private funds may have a substantial investment, directly or indirectly, by our related persons. Transactions with affiliates O’Connor may purchase or sell, or recommend for purchase or sale, 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, O’Connor 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, O’Connor’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, nonpublic information. In order to prevent the improper communication of such inside information, O’Connor 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. O’Connor’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, O’Connor 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 O’Connor through our Client relationships or other activities. This information will not knowingly be passed on to our Clients, or used for our or their benefit, or for any other purpose. The highest priority of every investment professional at O’Connor 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 O’Connor, 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), O’Connor 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. Page 37 of 49  UBS Asset Management (Americas) LLC O’Connor Form ADV Part 2 From time to time, O’Connor and our affiliates may engage in cross-marketing their services to Clients and prospects. As noted above, O’Connor and our affiliates have policies and procedures in place to prevent the improper flow of information to or from O’Connor 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. O’Connor 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, O’Connor 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, 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 O’Connor and/or our affiliates invest, on behalf of our Clients, in more than one part of the capital structure of the same issuer. O’Connor 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 O’Connor may purchase on behalf of our Clients. Underwritings In conformance with Clients’ investment objectives and subject to compliance with applicable law, O’Connor may purchase securities for Client accounts during an underwriting or other offering of securities in which an affiliated broker-dealer acts as a manager, co-manager, underwriter or placement agent, or receives a benefit in the form of management, underwriting, or other fees paid to members of an underwriting syndicate. Affiliates of ours may act in other capacities in such offerings for which a fee, compensation, or other benefit will be received. From time to time, our affiliates will be current investors in, or lenders to, companies engaged in an offering of securities which we may purchase on behalf of Clients, and the proceeds of such purchases may be used to pay off or retire the interests of our affiliates. Such purchases may provide a direct or indirect benefit to our affiliates acting as a selling shareholder, through the return of capital or otherwise. O’Connor may also participate in certain offerings of securities in which a related person may serve as trustee, depositor, originator, service agent or other service provider in which fees will be paid to such related person. Further, a related person may act as originator and/or servicing agent of loans or receivables for an offering in which we may invest Client assets. Participation in such offering may directly or indirectly relieve obligations of related persons. For Clients subject to ERISA, such investments will be made in accordance with the terms of applicable prohibited transaction exemptions. Investments in funds When permitted by applicable law and the client's investment guidelines, and when considered by O’Connor to be in the best interests of a client, we may recommend to clients and we may invest assets of client accounts in various closed-end and open-end investment companies, collective investment trusts and other pooled investment funds managed by O’Connor or an affiliate. O’Connor 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. O’Connor, on behalf of clients, may invest in private equity offerings in which an advisory affiliate and/or Page 38 of 49  UBS Asset Management (Americas) LLC O’Connor Form ADV Part 2 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. Page 39 of 49  UBS Asset Management (Americas) LLC O’Connor Form ADV Part 2 Item 12 - Brokerage Practices 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. Best execution O’Connor has a fiduciary duty to its Clients to seek best execution when effecting transactions in Client accounts. In executing, placing or transmitting orders for its Clients, O’Connor seeks to obtain best execution by taking all sufficient or reasonable steps, as applicable, to obtain the best possible results, and taking into consideration execution criteria, execution factors, execution venues, research, and where applicable, counterparty selection, in addition to any other relevant factors. In the course of executing Client transactions, when we believe it is in the best interest of our Clients, we may utilize the execution services of a counterparty (including a related person) rather than trading directly with a market maker for certain financial instruments. These approaches bear different costs that we take into consideration as part of our execution strategy in the best interest of our Clients. O'Connor will seek to select broker-dealers (which may include its affiliates) and other trading counterparties after consideration of various factors including, without limitation, their financial stability, execution capabilities and trading expertise to execute and settle transactions for Client accounts. In determining which broker-dealer may provide best execution for a particular transaction or series of transactions, O'Connor considers the totality of the services that a broker-dealer can provide, including but not limited to: execution price; capability to execute difficult trades (possible market impact, size of the order and market liquidity); commitment of capital; opportunity for block transactions; access to IPOs and other new issues; research; confidentiality; clearance and settlement; responsiveness; access to markets; and/or financial stability. This means that a broker-dealer offering the most favorable commission or spread may not be selected to execute a particular transaction. We will seek to negotiate favorable commissions and spreads on all transactions. We will determine the overall reasonableness of the brokerage commissions and other transaction costs on Client transactions by taking into account various factors, including, but not limited to, the following: current market conditions; size and timing of the order; depth of the market; per share price; difficulty of execution; the time taken to conclude the transaction; the extent of the broker- dealer’s commitment, if any, of its own capital; and the amount involved in the transaction. To facilitate O'Connor's review and consideration of these factors, we utilize, among other things, internal surveys and various transaction cost analysis tools. In the course of executing Client transactions, when in the best interests of our Clients, we may utilize the execution services of a broker (including a related person) other than trading directly with the market-maker for certain financial instruments, including over- the-counter securities transactions. As a result, Clients may be charged a commission as well as an undisclosed mark-up or markdown on such transactions. Investment management agreements with certain of our Clients authorize O’Connor to make use of “soft dollars benefits,” as described below. In addition, by executing the subscription documents of a private fund managed by O'Connor, Clients agree that O’Connor has the authority to engage in such practices. Page 40 of 49  UBS Asset Management (Americas) LLC O’Connor Form ADV Part 2 Soft dollar benefits While we select brokers primarily on the basis of their execution capabilities, O’Connor may cause a Client to pay a commission to brokers or dealers for effecting a transaction in excess of the amount another broker or dealer would have charged for effecting the same transaction in exchange for certain research and brokerage services. Although the use of client brokerage commissions to obtain research or other products or services inherently benefits O’Connor, this approach is only used when we have determined in good faith that the commission is reasonable in relation to the value of the execution, brokerage and/or research services (“soft dollar benefits”) provided by the broker. Inherent in this conflict of interest is the fact that, generally, the greater the amount of brokerage services directed to a particular broker, the greater amount of soft dollar credits that will be granted from such broker to O’Connor. Furthermore, as permitted, the cost of product and services purchased with soft dollars will be borne pro rata among Clients, and some products and services may be used to benefit Clients other than those whose trades generated the soft dollar credits paid to obtain such products and services. Also, some Clients may not contribute any commission dollars towards soft dollar services and may still benefit from soft dollar services. Research provided to O’Connor by broker-dealers may be proprietary research created or developed by an affiliate or may be research created or developed by a third party. Such arrangements with broker- dealers may include executions through electronic trading systems. O’Connor generally will obtain the following products/services that meet the definition of “research” under the Section 28(e) safe harbor of the Securities Exchange Act of 1934 (the “Exchange Act”), such as research reports (in various formats) on particular companies, industries, sectors, markets (general and specific) and geographic regions; economic surveys and analyses; recommendations as to specific securities; on-line quotations; news and research services; trade execution; portfolio and risk management systems/software (which may include fees charged by consultants to build and/or maintain such systems); and market data services, including alternative data services, pricing services and feeds. All of the foregoing provide assistance to O’Connor in the performance of its investment decision-making responsibilities on behalf of its Clients. The items listed above may be allocated to O’Connor by one or more of its affiliates based on the number of investment professionals we employ. These allocations are reviewed, but are not independently calculated by O’Connor. Therefore, it is possible that O’Connor will be allocated slightly more or less than its pro rata share of these allocated expenses. Some products or services do not fall within the safe harbor of section 28(e) of the Exchange Act, in part because O’Connor can negotiate greater discounts from vendors by negotiating global agreements with its affiliates. In some instances, this would require the broker-dealers responsible for payment for the service utilized by O’Connor to send the payment directly to such affiliate that paid the global bill, which would also fall outside of the safe harbor of Section 28(e). When entering into a soft dollar arrangement with a broker-dealer, O’Connor will identify a level of business it expects to conduct with that broker-dealer based on our historic trading levels with that entity and with the assumption the broker or dealer will continue to provide Client transactions with best execution. The actual amount of business transaction volume is allocated on the basis of the multiple factors described above. Additionally and as applicable, O’Connor may use soft dollars generated from Client transactions to obtain non-research products and services, including without limitation: software and hardware for O’Connor’s risk management, portfolio management, compliance, accounting, trade allocation and other internal systems and technological infrastructure (which may be allocated to it by one of more of its affiliates or shared by sub-advisers) that may be used by O’Connor’s trading and non-trading professionals; consulting services, including consultant’s travel and related expenses associated with the maintenance and development of such equipment and systems previously described; depreciation of hardware allocated by its parent company; corporate actions; data services; non-research publications and subscriptions; and/or legal, audit and other professional consulting bills of certain Clients by O’Connor. Page 41 of 49  UBS Asset Management (Americas) LLC O’Connor Form ADV Part 2 Aggregation and allocation of orders Internally, O'Connor uses the terms "business unit", "sub-business unit", or "strategy" which we view as a particular portfolio, theme, or investment strategy, (i.e. environmental focus, risk arbitrage, among others) which are managed by one or more portfolio managers. As described in Item 6 above, investment decisions are typically made at the business unit level and, in many cases, the same investment opportunity is allocated to multiple Clients based on their investment objectives as described in their respective Governing Documents. Clients should be aware that not all Clients receive exposure to all business units. When a single business unit buys or sells a security, the order is generally aggregated and allocated on a pro rata basis to Clients that receive exposure to that business unit. O'Connor effects the transaction in a manner designed to reasonably ensure that no participating Client is favored over any other Client. Specifically, each Client that participates in an aggregated transaction will receive the average share price with respect to that trade. In some instances, this may adversely affect the size of the position or have a dilutive effect on the position held by a Client or the price paid or received by a Client, when compared with the position size or price that would have been received had no aggregation occurred. When multiple business units place orders in the same security on the same day, the two (or more) orders may, or may not be aggregated together. If a single business unit allocates to more than one Client, we use reasonable efforts to allocate investment opportunities (which includes any limited availability offerings) in a manner which we believe is fair and equitable over time, but there can be no assurance that any Client will participate in any particular investment opportunity on an equal basis with any other Client. Generally, exceptions to allocations effected across Client accounts in a manner other than pro rata are subject to review by O'Connor's Compliance department, and all trades are subject to our best execution obligations. We accomplish allocation goals through several types of trading, including, among others, cross trades and program trades. Certain business units may take more time to achieve their allocation goals than others and may cause allocations that are out of alignment from the agreed upon capital allocations. This may occur for prolonged periods of time. O'Connor may cause certain Clients to participate in the same investments in a different manner than others for various reasons, such as investment objectives, or regulatory or other operational constraints, including differing liquidity offered to investors of Clients. O'Connor seeks to avoid de minimis allocations among its Clients, (based on the sole discretion of the portfolio manager), resulting in a compounding effect (i.e. out of alignment) in certain business units over time. When considering which Client may receive an investment allocation, O'Connor may consider: contractual provisions; tax regimes and implications; investment objectives and strategies; current holdings; risk limits; margin, leverage or financing requirements or constraints; the effects of odd lots or small trade sizes; the nature of certain securities markets (i.e. credit, convertibles); our ability to efficiently allocate trades among Clients; periodic capital flows; whether an account is in startup or wind down; subscriptions or redemptions; as well as any other quantifiable or non-quantifiable factor. Additionally, some Clients are subject to legal or regulatory restrictions that other Clients are not; which will have an impact on the manner in which some securities are allocated. We may use various allocation methodologies and practices for different instruments or markets and our practices may change over time. For U.S. equities, O'Connor will generally allocate IPOs among Clients based on the relative eligible capital within each legal vehicle and in a fair and equitable manner. IPOs for SPACs will be allocated based upon the capital allocated to the SPAC strategy across Clients. International IPOs will be allocated among eligible Clients pro rata, based on the capital of the respective Client. In some cases, a "discount factor" may be applied to a Client's capital weighting. When determining if a Client is eligible for an IPO, O'Connor may take into consideration such factors as regulatory restrictions, investment objectives, time horizons, investment strategies, current portfolio holdings and weightings, tax regimes, working capital, risk levels, trading volume attributable to each strategy with the broker from which the IPO opportunity arises and any other factor that O'Connor deems in the best interest of a Client. To the extent shares available in an IPO are not sufficient to allocate on a pro rata basis in a manner that would be meaningful for a Client, the shares may be allocated in another manner determined in good faith to be a fair allocation. Due to client objectives, regulatory restrictions, or other reasons, certain Clients, or Page 42 of 49  UBS Asset Management (Americas) LLC O’Connor Form ADV Part 2 share classes of a particular Client may not be eligible to participate in IPOs. When allocating IPOs and secondary offerings outside of the U.S. or secondar offerings in the U.S., O’Connor will primarily allocate to business units dedicated to purchasing and selling such offerings. These business units will generally allocate to Client(s) who have exposure to the business unit on a capital weighted basis. Certain Clients may not receive allocations from these business units due to regulatory restrictions, Client objectives or other reasons. Other business units may participate in these offerings if portfolio managers or analysts deem it to be appropriate and the security meets the objectives of the respective business unit. When additional business unit portfolio managers request to participate in these offerings, the portfolio manager of the relevant capital markets business unit will have the primary responsibility and discretion to allocate such securities between the various business units. The portfolio manager may take into consideration various factors such as the overall capital allocated to each business unit, whether the business unit currently has exposure to the issuer’s security or has invested in the issuer’s securities in the past, the portfolio manager’s appetite to hold such securities, as well as other factors. After the securities are allocated among business units, they are generally allocated to each Client based on their allocation to a business unit. On at least a monthly basis, O'Connor, through a robust process, allocates capital among business units, and may change capital weightings and/or leverage employed among its business units. Usually, this is done based on our sole opinion as to the future prospects of certain business units. Trade errors Although O’Connor employees exercise due care in making and implementing investment decisions, O’Connor may, from time to time, make errors with respect to trades made on behalf its Clients. A non- exhaustive list of examples may include: (1) the placement of orders (either purchases or sales) in excess of or less than the intended amount; (2) the sale/purchase of the a security where the intent was to purchase/sell; (3) the purchase or sale of the wrong security; (4) keystroke errors when entering electronic transactions; and (5) miscommunication among employees. As a general matter, if O’Connor commits a trade error that results in a net loss for a Client, O’Connor will credit an amount equal to the net loss to that Client as soon as reasonably practical considering all relevant factors, 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), O’Connor will endeavor to recover such amounts from the responsible party. Notwithstanding the foregoing, O’Connor has full discretion to resolve a particular trade error in a manner other than specified above after a complete investigation and evaluation of the circumstances surrounding the event, including the reallocation of trades among Clients. Page 43 of 49  UBS Asset Management (Americas) LLC O’Connor Form ADV Part 2 Item 13 - Review of Accounts Overview This section of the Brochure describes our process for reviewing client accounts. We also describe the types of reports we provide to clients. Account review Each account is reviewed by one or more portfolio managers on a regular and continuous basis. The review process typically includes ongoing consideration of major market and economic developments and their effects on the securities held in each account. In addition, the review process will typically involve a review and analysis of the performance of the individual positions held in each account, the performance of the entire portfolio of securities held in the account generally, and the risks inherent in the individual positions and portfolio as a whole. Additionally, all of O'Connor's accounts are independently reviewed by UBS Group Risk Control. Members of Group Risk Control do not report to the business head of O'Connor, but rather to other channels throughout UBS. Valuation reviews O’Connor adheres to the UBS Global 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 Forum responsible for oversight of the valuation process and ensuring the integrity and consistency of valuation principles applied within O’Connor. 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 Forum is generally comprised by different members of the Operations, Product Control, Fund Services, Risk Control or third party pricing/valuation vendors supervised by O’Connor. Client reporting Private fund Clients engage independent public accountants, registered with and subject to regular inspection by the Public Company Accounting Oversight Board (“PCAOB”), to conduct an annual audit for the fund and in accordance with Rule 206(4)-2 (the “Custody Rule”). Investors in the private funds will receive such audited financials within 120 days of the respective fund’s fiscal year end, in accordance with the Rule. Additionally, the private funds Management Board will generally receive annual audited statements from O'Connor regarding each private fund that it governs. 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. Page 44 of 49  UBS Asset Management (Americas) LLC O’Connor Form ADV Part 2 Item 14 - Client Referrals and Other Compensation Overview This section of the Brochure describes our process for client referrals and related compensation arrangements. O’Connor may compensate solicitors, placement agents, distributors, or marketers (any of which could include affiliates) for new Clients, pursuant to a written agreement consistent with the requirements of Rule 206(4)-3 under the Advisers Act and applicable state laws and regulations, if applicable. O’Connor compensates such persons who introduce investors to accounts managed by O’Connor out of a portion of the fees collected by O’Connor (such expenses are borne by O’Connor and not the Client). The duration of fees shared for each such arrangement varies on a case-by-case basis. Representatives of O’Connor may, from time to time, speak at conferences and participate in programs sponsored by the prime brokers servicing its Clients. These conferences and programs are a means for O’Connor to be introduced to prospective investors or Clients and are considered a value added service by the prime brokers. The prime brokers are generally not compensated by O’Connor for providing such “capital introduction” opportunities. However, a potential conflict exists, in that the provision of these capital introduction opportunities, as well as any other services, by a prime broker may influence O’Connor in deciding whether to recommend the services of such prime broker in connection with the custody and execution related to Client transactions. Additionally, these capital introduction services could be deemed to be part of the bundled services and fees that are charged to O’Connor’s Clients and not to O’Connor itself, thus providing O’Connor with a benefit and an additional conflict of interest when recommending prime brokers to its Clients. These capital introduction opportunities are usually subject to written agreements between the prime broker and O'Connor. O’Connor may also compensate consultants, introducers, banks or broker-dealers (any of which could include affiliates) with respect to originating, identifying and sourcing of investment opportunities for our Capital Solutions strategy. Such compensation may be borne by either O’Connor (out of a portion of its fees collected from the Client) or a Client (as a portion of the Client’s expenses), depending on provisions within the Client’s Governing Documents. Page 45 of 49  UBS Asset Management (Americas) LLC O’Connor Form ADV Part 2 Item 15 - Custody Overview This section of the Brochure describes our custody of Client assets. O’Connor 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 under Rule 206(4)-2 (the “Custody Rule”), and we perform certain activities that result in O’Connor being deemed to have custody. In accordance with the Custody Rule, for those Clients who are pooled investment vehicles, the investors in the Client receive audited financial statements within 120 days of the end of its fiscal year (180 days for fund of funds). If O’Connor is deemed to have custody of Clients’ assets that are not pooled investment vehicles, O’Connor sends periodic account statements to Clients. We believe, after due inquiry, that our Clients’ qualified custodians send periodic account statements to them as well. To ensure the safekeeping of their assets, clients should review and reconcile any account statements received from O’Connor with those received from their qualified custodian, and should promptly notify O’Connor and their qualified custodian if any discrepancies are identified. Page 46 of 49  UBS Asset Management (Americas) LLC O’Connor Form ADV Part 2 Item 16 - Investment Discretion Overview This section of the Brochure describes our discretionary arrangements when providing investment advisory services to Clients. O’Connor may provide discretionary investment management services to certain of its Clients. When permitted by a Client's Governing Documents, O’Connor and its sub-advisers, (one or more of which may be affiliates) will make investment related decisions without consulting a Client. These decisions involve determinations regarding which securities are bought and sold, the total amount of securities to be bought and sold, the brokers with whom orders for the purchase and sale of securities are placed for execution and the prices and commission rates at which such securities transactions are effected. O’Connor’s discretionary authority in making investment related decisions may be limited by account guidelines, investment objectives and trading restrictions, as agreed between O’Connor and the Client. Clients may limit O’Connor’s discretionary authority with respect to brokerage by directing that transaction be effected or not effected through specified brokers. Any restrictions or limitations applicable to a Client are disclosed in their Governing Documents. Page 47 of 49  UBS Asset Management (Americas) LLC O’Connor Form ADV Part 2 Item 17 - Voting Client Securities Overview This section of the Brochure describes how O’Connor managing proxy votes on behalf of our Clients. Unless Clients have reserved voting rights to themselves, O’Connor will direct the voting of proxies on securities held in their account. O’Connor’s proxy policy is based on our belief that voting rights have economic value and must be treated accordingly. Generally, O’Connor expects the boards of directors of companies issuing securities held in Client accounts to act as stewards of the financial assets of the company, to exercise good judgment and practice diligent oversight over the management of the company. While there is not an absolute set of rules that determine appropriate corporate governance under all circumstances and no set of rules will guarantee ethical behavior, there are certain benchmarks, which, if substantial progress is made, give evidence of good corporate governance. O’Connor has delegated an independent proxy voting and research service the authority to exercise the voting rights associated with certain holdings. Our delegation was made with the direction that the votes be exercised in accordance with O’Connor’s proxy voting policy, which includes the ability of O’Connor’s portfolio managers to override the recommendation of the independent service provider. Since O'Connor and its affiliates are active participants in securities markets around the world and are involved in and with various lines of business, client relationships or investment activities, it is possible that actual or perceived conflicts of interest may arise between or among these groups. In addition to delegating proxy voting as noted above, O’Connor has imposed information barriers between it and its affiliates who conduct banking, investment banking and broker-dealer activities. If an O’Connor portfolio manager believes that the voting of a particular proxy presents a conflict of interest that is not otherwise mitigated, then the portfolio manager is required to contact the Compliance Department prior to the voting of such a proxy. A copy of O’Connor’s full proxy voting policy is available to Clients upon request. Page 48 of 49  UBS Asset Management (Americas) LLC O’Connor Form ADV Part 2 Item 18 - Financial Information Overview This section of the Brochure describes our financial condition, including whether O’Connor 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 O’Connor nor UBS AMA LLC has ever been the subject of a bankruptcy proceeding. Page 49 of 49 

UBS Asset Management (Americas) LLC UBS AM Form ADV Part 2A Form ADV Part 2A Brochure Item 1: Cover Page UBS AM, a distinct business unit of UBS Asset Management (Americas) LLC 787 7th Avenue New York, NY 10019 (212) 713-2000 https://www.ubs.com/us/en/assetmanagement SEC File Number 801-34910 March 31, 2025 This brochure ("Brochure") provides information about the qualifications and business practices of UBS Asset Management (Americas) LLC. If you have any questions about the contents of this Brochure, please contact OL-AM_TRADITIONAL_ADV@ubs.com. The information in this Brochure has not been approved or verified by the United States Securities and Exchange Commission (the "SEC ") or by any state securities authority. Additional information about UBS Asset Management (Americas) LLC ("UBS AMA LLC "). also is available on the SEC’s website at www.adviserinfo.sec.gov. You can search this site by a unique identifying number, known as a CRD number. Our 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. Page 1 of 79  UBS Asset Management (Americas) LLC UBS AM Form ADV Part 2A Item 2: Material Changes UBS Asset Management (Americas) LLC ("UBS AMA LLC") filed its most recent annual update to the Brochure on March 30, 2024, and its latest other-than-annual update on June 7, 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. The investment governance framework for the investment verticals within UGA remain unchanged until further adjustment of policies and procedures. 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 UBS AM, including a copy of this and Brochures for business units within UBS AMA LLC, is also available on the SEC’s website at www.adviserinfo.sec.gov. Page 2 of 79  UBS Asset Management (Americas) LLC UBS AM Form ADV Part 2A Item 3: Table of Contents Table of Contents 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 ........................................................................................................... 15 Item 6: Performance-Based Fees and Side-By-Side Management .......................................................... 21 Item 7: Types of Clients ........................................................................................................................ 22 Item 8: Methods of Analysis, Investment Strategies and Risk of Loss ..................................................... 24 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 ................................................................................................................ 54 Item 13: Review of Accounts ................................................................................................................ 62 Item 14: Client Referrals and Other Compensation ............................................................................... 66 Item 15: Custody ................................................................................................................................. 67 Item 16: Investment Discretion ............................................................................................................. 68 Item 17: Voting Client Securities .......................................................................................................... 69 Item 18: Financial Information .............................................................................................................. 72 Appendix A — Separate Account Fee Schedules .................................................................................. 73 Page 3 of 79  UBS Asset Management (Americas) LLC UBS AM 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. Page 4 of 79  UBS Asset Management (Americas) LLC UBS AM Form ADV Part 2A Item 4: Advisory Business Overview This section of the Brochure contains a general description of UBS Asset Management (Americas) LLC ("UBS AMA LLC " ) and its organizational and ownership structure, and specific information related to the UBS AM (also referred as “we,” “our, or ”UBS AM ” ), a distinct business unit of UBS AMA LLC, including the types of advisory services we provide and the investment instruments we use, how we tailor advisory services to client needs, and our participation in managed account programs (wrap fee 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, 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 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 "1940 Act"). As part of the CSAM Merger, certain legacy CSAM businesses that are in run-off or wind-down mode were incorporated into UBS AM. 2. 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 Page 5 of 79  UBS Asset Management (Americas) LLC UBS AM Form ADV Part 2A trading, risk management and alternative investments. O’Connor commodities business was added as a result of the CSAM Merger. 3. Unified Global Alternatives ("UGA") offers a comprehensive spectrum of multi-manager alternatives investment solutions and advisory services, including a wide range of multi-manager strategies and co-investment opportunities which provide broad based, diversified exposure to hedge fund, private credit, private equity, real estate and infrastructure asset classes with various risk and return profiles. 4. 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, separate managed accounts, registered investment companies and other commingled vehicles. This Brochure is intended to cover the UBS AM business and its operations. Other business units listed above have separate respective Brochures, which may be provided upon request. General advisory services UBS AM is a full-service asset manager providing investment services to various types of individual and institutional investors, including investment companies. We provide investment advisory, sub-advisory and portfolio management services, including asset allocation and strategic investment strategies. These services are primarily delivered through our investment groups: Active Equities, Active Fixed Income, Active Multi-Asset, Portfolio Engineering & Trading and Partnership Solutions. We provide individualized discretionary investment management services and non-discretionary investment advisory services to our clients in accordance with investment guidelines set forth in each client’s investment advisory, investment management or sub-advisory agreement. UBS AM primarily provides active investment strategies to its clients and principally employs fundamental analysis in managing client accounts by attempting to identify discrepancies between current market prices and our estimate of fundamental value. UBS AM may employ multi-manager strategies where UBS AM engages affiliated or third-party investment sub-advisers who may employ other investment philosophies in addition to those used by UBS AM. In such cases, our management for such relationships includes, but is not limited to, the selection and monitoring of the sub-advisers and oversight of various fund service providers. UBS AM may also employ quantitative, passive or indexed, active-indexed, and enhanced index strategies in managing certain client accounts or may invest certain clients' assets in funds or separate accounts managed by sub-advisers who use these strategies. Indexed strategies are intended to replicate the investment performance of a specified index, gross of fees. Active-indexed strategies involve active Page 6 of 79  UBS Asset Management (Americas) LLC UBS AM Form ADV Part 2A allocation to markets and selection of passive/indexed securities within those markets. Enhanced index strategies attempt to outperform a specified index while controlling risk relative to the index. We also provide strategic investment advisory services that include a range of services including investment policy development, total portfolio construction and management incorporating alternative assets, risk management services, global tactical asset allocation and multi-manager research and portfolio construction. In addition, our strategic investment advisory services include asset/liability management and fiduciary outsourcing for pension funds, foundations and endowments. When providing such strategic advisory services, UBS AM may advise on the total asset level, but may not directly manage all of a client’s assets. UBS AM frequently seeks the advice and assistance of its non-U.S. affiliates within UBS Asset Management when providing investment supervisory services to its clients (in such capacity, "Participating Affiliates"). Please see Item 10 Other Financial Industry Activities and Affiliates for further information. UBS AM may, in its discretion, delegate all or a portion of its advisory or other functions (including 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 AM's clients. Such employees will be acting as associated persons of UBS AM in providing such services under the direct supervision and oversight of UBS AM. UBS AM 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 AM 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 AM and the SEC in certain respects. UBS AM may also manage assets for O'Connor, UGA, GRA Americas and CIG and it may engage them to manage assets on behalf of UBS AM's clients. UBS AM claims compliance with the Global Investment Performance Standards ("GIPS") regarding composite performance, with the exception of certain excluded businesses or mandates. Certain sub- advisory services more fully detailed in the schedule of composite performance included in relevant marketing materials are excluded. Model programs In connection with certain programs pursuant to which independent investment advisers and other financial institutions ("Model Program Sponsors") provide advisory services to their clients (the "Model Programs"), certain Model Program Sponsors have retained UBS AM to provide model investment portfolios for use in the Model Programs (the "Model Portfolios"). In some cases, the Model Program Sponsor may retain UBS AM to provide periodic or ongoing advice with respect to updates to the Model Portfolio. The Model Portfolios may consist of a portfolio of mutual funds sponsored by UBS AM or other securities and investment products, and the Model Program Sponsor may restrict the purchase or sale of certain securities and investment products. UBS AM generally creates the Model Portfolios for a hypothetical investor with investment objectives specified by the Model Program Sponsor. As a general matter, an investor in the Model Program or the investor's adviser has the responsibility to: (i) determine whether a Model Portfolio is suitable and appropriate for the investor; and (ii) tailor the Model Portfolio, as necessary, to fit an investor's financial situation and objectives. Under the terms of the Model Programs, the Model Program Sponsor or an investor's adviser generally has the ability to modify the Model Portfolios. In addition to the delivery of Model Portfolios to third parties described above, UBS AM manages certain client accounts pursuant to model strategies applied across all clients having similar risk tolerance and investment guidelines. As a result of managing client assets in accordance with a specific model, new accounts investing in a model may initially invest in securities whose attributes fall outside the ranges Page 7 of 79  UBS Asset Management (Americas) LLC UBS AM Form ADV Part 2A typically associated with the specific investment mandate. For example, this may occur due to the appreciation or depreciation of the market capitalization of securities included in the model prior to the initiation of the new account. In addition, a client account may specify industry or sector allocation limits based on standard sector or industry classifications rather than similar classifications used by the provider of the benchmark for the account. Lastly, when contributions and withdrawals are made to or from an account managed pursuant to a model, the transactions made to satisfy a client’s contribution or withdrawal may, depending on liquidity or other factors, have an effect on the market price of such securities held in other client accounts managed pursuant to the same model. Types of instruments Types of investments which UBS AM offers investment advice on include, but are not limited to: 1) Exchange-listed securities, securities traded over-the-counter, privately-placed securities and foreign issues. 2) Warrants and rights. 3) Debt securities issued by corporations, supranationals, financial institutions and other issuers. 4) Commercial paper and other money-market instruments. 5) Certificates of deposit. 6) Municipal securities. 7) Mutual fund shares, including closed-end and exchange-traded funds. 8) Government and government-sponsored enterprises securities. 9) Time deposits maintained inside or outside the U.S., held in book-entry form by the custodian of the client's assets. 10) Foreign government and foreign government agency securities. 11) Repurchase agreements. 12) Bank loans and loan participations. 13) Masternotes. 14) Mortgages (agency and non-agency mortgage-backed securities and real estate). 15) Convertible securities, distressed debt, preferred stock, and pass-through participation certificates in pools of real estate mortgages, credit card receivables, and auto loan receivables (asset-backed securities). 16) Insurance company separate accounts. 17) Collateralized debt obligations and collateralized loan obligations 18) Commodities and currencies. 19) Inflation protected securities. Page 8 of 79  UBS Asset Management (Americas) LLC UBS AM Form ADV Part 2A 20) Depositary receipts. 21) Derivative instruments and structured products, including but not limited to options contracts on securities and commodities, futures contracts, forward and spot currency contracts (including non-deliverable forwards), swaps (including, but not limited to interest rate swaps, total return swaps, portfolio swaps, credit default swaps and swaps on indices), participation notes, structured notes, credit linked notes and various types of agency and non- agency asset-backed securities. 22) Pooled funds and funds-of-funds managed by UBS AM and/or its affiliates or by unaffiliated investment managers, including, but not limited to, alternative investment funds (e.g., hedge funds, private equity funds, etc.), real estate multi-manager or fund-of-funds strategies, direct and fund-of funds infrastructure, publicly traded and private real estate investment trusts ("REITs"), unit investment trusts and collective investment trusts. 23) Partnership interests or other pooled interests investing in private equity investments, including venture capital, mezzanine, leveraged buyout ("LBO"), real estate, infrastructure and other alternative investments. Tailoring advisory services to client needs UBS AM designs its investment management services to meet the needs and objectives of each client. We use our best efforts to increase the value of a client’s assets under management through the investment and reinvestment of assets as limited by and subject to the terms of clients’ written investment guidelines or investment policy statements and agreed risk tolerances. Our active management process involves the allocation of investments among asset classes, markets, regions and countries, and currencies in addition to the selection of various types of instruments noted above on behalf of client accounts. UBS AM may invest in derivative instruments in order to obtain exposure to securities, currencies, commodities or markets, or to hedge or otherwise alter the risk and return characteristics of a portfolio. We do not use derivatives to leverage a portfolio absent a client’s written authority to do so. We may invest in securities on a long-only basis or, where clients permit, may also enter into short-sales of securities or short derivatives positions. We do not manage portfolios for the purpose of providing for a client’s liquidity needs, with the exception of certain short-term fixed income assignments and when expressly required by a client. We may furnish advice or provide investment management services on matters not involving securities, including actively managing foreign currency exposure of portfolios invested in assets denominated in currencies other than the client’s base currency, as well as investments in commodities, real assets, and financial futures and derivative instruments. Restrictions regarding certain types of services and investments UBS AM 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 interest or applicable laws or regulations. UBS AM is subject to certain provisions of the Bank Holding Company Act ("BHCA") as a result of being a subsidiary of UBS, which is a foreign financial holding company. The BHCA may, in certain circumstances, limit our clients’ ownership of stock issued by other U.S. companies and other bank holding companies that are subject to the BHCA. UBS AM client Page 9 of 79  UBS Asset Management (Americas) LLC UBS AM Form ADV Part 2A accounts will not generally be able to invest in securities issued by UBS (except for certain accounts managed using an indexed or model-driven investment strategy). Similarly, other federal , state and foreign laws may restrict our clients’ aggregate ownership of stock issued by certain companies. As a result of these possible limitations, UBS AM may not be able to purchase securities that our model would otherwise indicate we should and, therefore, affected client accounts would not participate in the "upside" of such purchase (if any). UBS AM and UBS adhere to global policies that require compliance with relevant legal and regulatory requirements. An example of such a requirement would be sanctions, which are any measure or restriction (including those often referred to as embargoes) taken by one or more countries, their respective government agencies or by an international organization, aimed at restricting dealings of any kind with or involving another country, specific persons, legal entities, organizations or goods. UBS AM and UBS may also deem certain additional countries or industries to be high risk and may restrict business activities with certain countries, governments, government-controlled entities, territories or persons. In some cases, business activities are expressly prohibited, where other cases may require pre- approval from regional compliance personnel before any business activity can be undertaken. UBS AM typically makes investments for clients in accordance with written investment guidelines or other investment specific documentation for each mandate. Investment services may be tailored for each client’s specific needs and objectives, including restrictions on investing in certain securities or types of securities. UBS AM has procedures and controls to monitor compliance with each client’s specific investment guidelines. Providing portfolio management services to wrap fee programs From time to time, UBS AM is retained by clients of broker-dealers or other investment advisers ("sponsors") under managed account programs referred to as "wrap fee" arrangements offered by these sponsors, where the sponsor or the client selects UBS AM from among the investment advisers in the program. The sponsor has primary responsibility for client communications and service, and UBS AM provides investment management or advisory services to the clients. The sponsor generally arranges for payment of UBS AM’s advisory fees on behalf of the client, monitors and evaluates our performance, executes the client’s portfolio transactions and, in certain cases, provides custodial services for the client’s assets, all for a single wrap fee paid by the client to the sponsor. To the extent the single fee also includes transaction costs, clients will pay additional costs when UBS AM executes trades with broker-dealers other than the sponsor. See Item 5 Fees and Compensation for a further description of such costs. UBS AM offers discretionary investment management services to individuals and institutions who are clients of UBS Financial Services Inc. ("UBS Financial Services"), an affiliate, as well as other affiliated and unaffiliated broker-dealers and investment advisers. UBS Financial Services’ clients may obtain UBS AM’s services through the following wrap programs sponsored by UBS Financial Services: ACCESS; Managed Accounts Consulting ("MAC"); UBS Strategic Wealth Portfolio ("SWP"); Advisor Allocation Program ("AAP"); UBS Consolidated Advisory Program ("UBS-CAP"); or Advice Portfolio Program. Summaries of these programs are provided below, but wrap program clients should review the applicable Form ADV Part 2A wrap fee program brochures for important additional information. ACCESS Program. ACCESS offers clients the portfolio management services of a select, pre-screened group of Separately Managed Account ("SMA") strategies. ACCESS is a sub-advisory program in which the client hires UBS Financial Services ("Program Sponsor") to assist in the process of SMA strategy selection and authorizes the Program Sponsor to hire the managers on their behalf. ACCESS services also include custody at UBS Financial Services, trading and execution through UBS Financial Services, and performance reporting. In the ACCESS program, clients delegate discretion to the Program Sponsor, and direct the Program Page 10 of 79  UBS Asset Management (Americas) LLC UBS AM Form ADV Part 2A Sponsor to hire sub-advisors to manage assets or implement the selected strategies through model portfolio providers or overlay managers ("SMA Managers"), subject to client approval. UBS AM is one of the SMA Managers in the ACCESS program, and offers various SMAs strategies, including multi- asset portfolios, equity only and fixed income only portfolios. For certain of the multi-asset portfolios, the broad asset allocation for the portfolios is aligned with UBS WM Chief Investment Office’s ("CIO") Capital Market Assumptions and strategic asset allocations and reflects the CIO’s active asset allocation views. These portfolios are referred to as the House View Multi- Asset Portfolios (collectively, the "Portfolios"). For other multi-asset portfolios in the ACCESS Program, there are ongoing workshops to potentially align the strategic and active asset allocation with CIO’s for those portfolios. These portfolios are normally referred to as AM MAPs (multi-asset portfolios). UBS AM implements each ACCESS Program portfolio in the clients’ accounts, subject to investment restrictions, if any, requested by the client and accepted by UBS AM, in its sole discretion. UBS AM will seek to adhere to these investment restrictions on a reasonable basis. However, if the portfolio selected is based on a strategy that utilizes commingled vehicles (for example, mutual funds, exchange traded funds or alternative investments), any restrictions placed on the account will not be implemented in the commingled vehicle or the securities purchased by the commingled vehicle. Accounts with investment restrictions may perform differently from accounts without restrictions, and performance may be lower. For different clients or groups of clients, UBS AM may use different screening tools for monitoring restrictions and client guidelines. Therefore, clients that impose similar restrictions may or may not have similar investments in their accounts. Additionally, accounts with withdrawals and contributions and accounts with tax-loss harvesting requests may perform differently from accounts without these activities and may achieve lower performance. With regard to ACCESS portfolio accounts, UBS AM, in its sole discretion, may or may not accept the contribution of securities to fund a client account. If such securities are accepted, UBS AM may attempt to sell any securities transferred to the account, either at the time the account is initially funded or at a later time, which are not, in UBS AM's sole opinion, appropriate for the account's portfolio strategy. If, under normal market conditions, after seven business days, UBS AM has been unable to obtain reasonable bids for them, it will have the right, in its discretion, upon notice to the client, to cease exercising discretion over, or providing any advice with respect to, the relevant securities. If UBS AM exercises its right, provides notice to the client and thereafter ceases exercising discretion over, or providing any advice with respect to, the securities, the client, and not UBS AM, will be solely responsible for any and all decisions to continue to hold or sell the securities, and UBS AM will cease having any responsibility for the securities. By opening an ACCESS fixed income securities portfolio account and funding it with securities already held by the client (or transferring the securities in the case of a subsequent contribution to the account), the client agrees that UBS AM will have no liability to the client or any other party if UBS AM determines at some point in the future to cease exercising discretion over, or providing any advice with respect to, any of the securities. Clients should carefully consider these matters before funding an ACCESS account with securities (or transferring the securities in the case of a subsequent contribution to the account) and clients should not fund an account with securities or transfer them if the client is not prepared to accept investment discretion over them at some time in the future, which may be at a time when the securities are completely illiquid, requiring the client to hold them for an indefinite time. MAC Program. Managed Accounts Consulting ("MAC") is a consulting program that allows the client to select an SMA Manager in his or her MAC account. Unlike in the ACCESS program, in MAC the client’s relationship and the client’s investment agreement are directly with the SMA Manager. Page 11 of 79  UBS Asset Management (Americas) LLC UBS AM Form ADV Part 2A UBS Financial Services acts as the client’s consultant, but the client delegates discretionary authority directly to the SMA Manager. Through the MAC program, clients pay a wrap fee to UBS Financial Services plus UBS AM’s investment management fee, if UBS AM is the SMA Manager. The wrap fee generally includes UBS Financial Services trade execution, custodial and consulting services. SWP. UBS Strategic Wealth Portfolio Program ("SWP") is a non-discretionary unified managed account ("UMA") program, in which UBS Financial Services provides the client with a personalized asset allocation proposal after the client selects an allocation. The client’s SWP account is then invested in a minimum of three sub-accounts or at least two separately managed sub-accounts. The separately managed sub-accounts are managed on a discretionary basis by the selected separately managed account managers, and the separately managed account managers are responsible for rebalancing the separately managed sub-accounts that they manage. UBS AM serves as an separately managed account manager in the SWP Program. Sub-accounts with mutual funds and ETFs are non-discretionary and managed by the client. AAP. The Advisor Allocation Program ("AAP") is a fee-based, discretionary investment advisory program in which a UBS Financial Services financial advisor establishes a target allocation based on the account risk profile and selects investments that can include a combination of mutual funds, exchange traded funds ("ETFs") and separately managed account strategies managed by affiliated and non- affiliated investment managers. UBS-CAP. The UBS Consolidated Advisory Program ("UBS-CAP"), an advisory program offered by UBS Financial Services, allows clients to obtain holistic portfolio advice under a single advisory agreement. UBS Financial Services provides assistance to clients in the development and preparation of a portfolio level asset allocation and an investment policy guideline. Clients can implement their asset allocation and the results of investment searches through one or several advisory programs offered by UBS Financial Services, including ACCESS, MAC and SWP. UBS Financial Services will provide quarterly portfolio evaluation and review of all accounts in each client’s UBS-CAP portfolio on a consolidated basis. There is an option in UBS-CAP where a client may appoint UBS AM as a fully discretionary manager. In cases where UBS AM is appointed as a fully discretionary manager, it may use its investment discretion to allocate a client’s assets to products managed by UBS AM as well as unaffiliated asset managers. APP. The UBS Advice Portfolio Program ("APP") is a wrap fee program that offers investment advice, custody, trading/execution and performance reporting for an asset-based fee. APP offers clients a digital solution in which the client delegate investment discretion over their assets to a UBS investment management team under a specific investment strategy/style selected by the client. UBS Financial Services is the wrap fee sponsor, and UBS AM is responsible for the development and ongoing maintenance of the model portfolios used in the APP. APP leverages a proprietary portfolio management algorithm licensed from Nvest, Inc, parent company of SigFig Wealth Management LLC, for ongoing monitoring, rebalancing and tax loss harvesting. Using the strategic asset allocation framework prepared by UBS Financial Services for both taxable and non-taxable accounts, UBS AM is responsible for selecting securities for all of the model portfolios. UBS AM then inputs the model portfolios, including the selected securities and desired weightings, into the algorithm. Once a client is enrolled in APP, an algorithm will review each client’s account on a daily basis to determine if rebalancing is necessary or, if selected, if tax harvesting opportunities are available. UBS AM will receive the daily output from the algorithm and is responsible for trade execution in the client’s account. Page 12 of 79  UBS Asset Management (Americas) LLC UBS AM Form ADV Part 2A Providing manager selection services in other programs Retirement Plan Manager Program: The Retirement Plan Manager program ("RPM"), operated by UBS Financial Services, offers discretionary and non-discretionary investment advisory services to sponsors of participant-directed defined contribution retirement plans. RPM services include selection, review and removal or replacement of investments offered on the RPM Approved List, which provides the investments that are permitted in the RPM Program and for which a review has been conducted ('Investment Menu Discretion"). Financial Advisors from UBS Financial Services select from the RPM Approved List. UBS Financial Services provides investment policy assistance, investment reporting, education and plan program support. UBS Financial Services delegates Investment Menu Discretion to UBS AM pursuant to a sub-advisory agreement. UBS AM directs UBS Financial Services on which investment options to include in the RPM Approved List from which each RPM client’s investment menu is constructed. Additions and removals or replacements of investment options from the RPM Approved List will be reviewed and approved by UBS AM Manager Research and Selection team’s Research Forums. RPM clients should review UBS Financial Services’ Form ADV Part 2A Retirement Plan Consulting Program Brochure for important additional information regarding the RPM Program. Credit Suisse legacy businesses As part of the CSAM Merger, effective May 1, 2024, the following legacy CSAM businesses were incorporated into UBS AM: Insurance Linked Strategies P&C; Employee Plans Team/Illiquid Fund Services; and Private Banking Feeder Fund business (together, the "Run-off CSAM Businesses"). All these businesses are either in run-off or being actively wound-down in an orderly manner. Accordingly, their respective investment strategies are no longer in offering to new and existing investors. Insurance Linked Strategies P&C ("ILS P&C"): The ILS P&C funds sought to earn attractive risk-adjusted returns through the direct or indirect acquisition of discontinued (i.e., "run-off") property and casualty insurance portfolios from insurers, reinsurers and/or other entities (including, without limitation, self- insured organizations) at favorable pricing and through efficient management of the payment of future claims and the assets supporting such liabilities and make investments in other forms of insurance linked assets. ILS P&C’s focus generally excluded the market that represents catastrophe-related risk. A non- affiliated sub-adviser performed certain advisory services in connection with this strategy, which is currently being wound down and is expected to be fully closed by the end of Q3 2025. Employee Plans Team/Illiquid Fund Services ("IFS") : The funds created by the IFS Team are structured to invest in: (i) a mirror-image portfolio with another fund and to dispose of investments made in “lock step” with such fund; (ii) one or more particular classes or series of securities of a portfolio company, another fund or an existing investment portfolio; or (iii) certain types of investment opportunities as described in the fund’s offering memorandum with the actual investments identified by CSAM (or now UBS AMA LLC) and made during a designated commitment or similar period. The only permitted investors in such funds are former and current employees of CSAM or UBS AMA LLC. Page 13 of 79  UBS Asset Management (Americas) LLC UBS AM Form ADV Part 2A Legacy strategies, including the Private Banking Feeder Fund Business: The applicable team provided investment advisory services to various existing funds that were structured as funds-of-funds or feeder funds which pursued their investment objectives by investing in certain underlying third-party private equity participating funds, which themselves purchase securities or other assets. The legacy strategies are currently being liquidated and are expected to be fully closed by the end of Q3 2025. Assets under management Client regulatory assets under management for UBS AM and for UBS AMA LLC, respectively, as of December 31, 2024 are as follows: US Dollar Amount UBS AM Discretionary: 423,536,962,705 UBS AM Non-Discretionary: 4,722,595,060 UBS AM Total: 428,259,557,765 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 Page 14 of 79  UBS Asset Management (Americas) LLC UBS AM Form ADV Part 2A Item 5: Fees and Compensation Overview This section of the Brochure contains information regarding how we are compensated for our advisory services. We manage assets for clients in separately managed accounts, commingled funds and/or a combination of both. Our fee schedule, where available, for the various strategies we manage is included in Appendix A. Separate account management and certain commingled fund management fees In providing investment advisory services, UBS AM is normally compensated on the basis of fees calculated as a percentage of assets under management, subject to a minimum fee and a minimum account size. The "minimum invested" assets shown in our fee schedules in Appendix A below indicate minimum account sizes for separately managed portfolios (other than for portfolios managed through wrap programs in which UBS AM participates as an investment manager). The "minimum fees" indicated are per annum. Please see Appendix A for a complete list of separate account fee schedules. We provide services to clients where we advise on the total asset level, but may not directly manage all the client assets; this generally occurs with the management of pension plan assets. We may provide pension risk advice, asset allocation recommendations or other strategic investment advice on an entire plan where we also directly manage a portion of the client’s total assets. For these accounts, UBS AM will structure its fees in a manner designed to mitigate any conflicts of interests that arise from directly managing assets as well as managing asset allocations at the total plan level. Certain client accounts may, pursuant to an investment advisory agreement, invest all or a portion of their assets in one or more mutual funds, UCITS, AIFs, separately-managed accounts or other funds managed by UBS AM or an affiliate. In those instances, there is a potential for the client to pay a fee to UBS AM at the level of the investment advisory agreement and also pay fees to UBS AM and/or its affiliates at the underlying fund or SMA level. Absent disclosure to and consent from the client, UBS AM will take steps to avoid duplicate fees being charged to the client. To do so, the account will either be invested in a fund share class in which UBS AM’s management fee does not accrue or is waived (e.g., Class P2 shares of mutual funds) or a credit for the fees earned in the fund will be applied to the fee earned at the level of the investment advisory agreement. However, in some instances with disclosure to and consent from the client, UBS AM will retain fees earned at the level of the investment advisory agreement as well as fees earned from managing the funds or SMAs in which UBS AM invested on behalf of the client. This fee structure involves conflicts of interests as UBS AM has an incentive to invest in products that will increase the fees it earns rather than products managed by third parties. UBS AM has a number of policies and internal controls designed to manage this conflict of interests which is fully disclosed in investment management agreements or other disclosure documents. Certain employee retirement benefit plan clients' assets may be invested in collective investment trust funds ("CITs") maintained by UBS Asset Management Trust Company (the "Trust Company"). The CITs are investment vehicles through which certain retirement benefit plans and governmental plans commingle their assets for investment purposes. The CITs are exempt from registration under the Investment Company Act. 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. The Trust Company is responsible for the investments made by the CITs, but UBS AM provides investment sub-advisory services to the Trust Company with respect to CITs. The Trust Company may charge a management fee for providing such services and the Trust Company may pay a sub-advisory fee to UBS AM. However, the CITs generally do not pay any additional advisory fees to UBS AM to avoid Page 15 of 79  UBS Asset Management (Americas) LLC UBS AM Form ADV Part 2A duplicate fees being charged to a client for the services provided by the Trust Company and UBS AM. In order to invest in a CIT, a client must enter into a participation agreement with the Trust Company pursuant to which the Trust Company is paid management fees or an investment management agreement with UBS AM pursuant to which UBS AM is paid for investment advisory fees. UBS AM clients investing in CITs pursuant to an investment management agreement will normally be invested in gross-of-fee unit classes where the Trust Company does not charge a management fee. If permitted by a client’s investment guidelines, UBS AM may invest a client account into other pooled funds, such as exchange-traded funds or mutual funds focused on a particular country, region or asset class, in order to quickly and efficiently obtain market exposure. These pooled funds will typically charge management fees with respect to invested assets, in addition to those fees charged by UBS AM. To the extent assets are invested in a pooled fund managed by UBS AM or its affiliates, a fee credit or rebate will be provided to prevent payment of duplicate fees on those assets to UBS AM, absent disclosure and client consent to paying fees at both levels. Clients using our multi-manager investment strategy may also pay management fees to third-party sub-advisers in addition to paying our fees. UBS AM may also act as investment manager to private and/or not registered funds. UBS AM's fees for such services are based on each investment vehicle's particular structure, investment process and other factors. UBS AM may receive a management and performance fee for management of such funds. The amount and structure of the management fee and/or performance fee varies from fund to fund (and may vary significantly depending on the investment fund) and is set forth in the relevant offering document for each fund. In certain cases, private funds may not have a management fee outside of the pooled investment vehicle, which may be based on a separate fee schedule agreed upon by UBS AM and the applicable investor. Certain pooled investment vehicles are also subject to subscription and/or redemption/withdrawal fees, including in connection with soft locks (i.e., early redemption penalties), described in the relevant offering documentation. When UBS AM invests client assets in pooled funds, whether managed by UBS AM, its affiliates or unaffiliated third parties, clients will pay fund operating costs such as fund administration, custody, audit and other similar expenses customarily paid for by pooled funds. For certain proprietary funds, such as the UBS Funds, UBS AM or its affiliates will be compensated for any administration, distribution, and/or shareholder services provided to or on behalf of these funds, which compensation is in addition to any investment advisory fees paid directly to UBS AM by our clients. UBS AM also offers Outsourced Chief Investment Officer ("OCIO") services to third party clients. Due to the varying investment needs of the clients and the services UBS AM provides, the fees for these arrangements are separately negotiated with the individual clients. For certain consulting relationships, fixed fees are available based upon the amount of supervision and advice required. Clients will also pay transaction costs, in the form of commissions and spreads, to banks, broker-dealers, futures commission merchants and other counterparties in connection with the acquisition and sale of portfolio securities and other instruments in the client’s account or a pooled fund managed by UBS AM. Please see Item 12 Brokerage Practices for a further discussion regarding UBS AM’s brokerage practices. Registered investment companies fees UBS AM provides discretionary investment management services to a number of open-end registered investment companies or mutual funds (collectively, the "Mutual Funds"). UBS AM typically receives a monthly fee, based on an annual percentage of each Mutual Fund’s average daily net assets, in accordance with the investment advisory or investment sub-advisory agreement applicable to that Mutual Fund, and as disclosed in each Mutual Fund’s prospectus and statement of additional information. UBS AM may also earn fees for performing fund administration related services for certain Page 16 of 79  UBS Asset Management (Americas) LLC UBS AM Form ADV Part 2A Mutual Funds. Model program fees For Model Program services, the Model Program Sponsor generally pays UBS AM a quarterly fee, based on an annual percentage of assets in the Model Program managed pursuant to the Model Portfolios. For Model Portfolios comprised of equity securities, Model Program Sponsors generally pay UBS AM fees that range from 0.25% to 0.45% based on the asset class included in the Model Programs. Such fees may be assessed separately on the assets of each client of the Model Program Sponsor or may be assessed on aggregate assets invested in a particular asset class. These fees are in addition to the fees UBS AM and its affiliates earn for providing services to the funds that comprise the Model Portfolios. UBS AM or the Model Program Sponsor may impose a minimum account size in connection with a Model Program. Wrap fee programs UBS AM’s compensation pursuant to wrap fee arrangements may be lower than our standard fee schedule; however, the overall cost of a wrap fee arrangement may be higher than the client would otherwise experience by paying UBS AM’s standard fees and negotiating commissions with a broker- dealer that are payable on a per transaction basis (either directly in directed brokerage arrangements or through UBS AM when we are authorized to select a broker or dealer), depending on the extent to which securities transactions are or are not initiated for the client by UBS AM during the period covered by the arrangement. For the ACCESS, SWP, AAP, MAC, UBS-CAP, and Advice Portfolio programs, the investment advisory fee paid to UBS AM will vary depending on the program and strategy selected. Clients in the ACCESS, SWP, AAP, and Advice Portfolio programs pay an inclusive wrap fee that includes all investment management services, as well as custodial, execution and other services with or through an affiliated broker- dealer. The wrap fee does not include: (i) commissions on transactions effected through broker-dealers other than the sponsor or the sponsor's affiliates; (ii) mark-ups/mark-downs on principal transactions with UBS Financial Services or other broker-dealers; (iii) custody fees imposed by other financial institutions if agreed to by the sponsor, and the client chooses to custody assets at other financial institutions; (iv) internal trust fees; (v) charges imposed by law; (vi) costs relating to trading in foreign securities (other than commissions otherwise payable to sponsor or sponsor’s affiliates); (vii) Depositary Receipt ("DR") conversion fees; (viii) foreign dividend fees; (ix) internal expenses, charges and fees that may be imposed by any collective investment vehicles, such as open-end mutual funds, ETFs, closed-end funds, index shares, unit investment trusts, real estate investment trusts, collective investment trusts, or alternative investment funds that may be included as an investment in a portfolio; (x) ADR Sponsor fees; and (xi) other specialized charges, such as premium services investment management fees for certain investment strategies, transfer taxes, exchange and SEC transaction fees. UBS AM will generally attempt to place trades for execution on behalf of wrap accounts with the sponsor because the program fee typically includes execution costs. However, from time-to-time, UBS AM will execute trades away from the sponsor. For equity mandates, UBS AM may, at its discretion, consolidate model driven changes on behalf of wrap accounts with institutional and mutual fund accounts in order to seek to achieve best execution. The wrap fee accounts will then be "stepped out" to the wrap program sponsor for settlement. As a result, costs related to trades executed away from the sponsor such as dealer spreads, mark-ups, mark-downs, exchange fees and other miscellaneous charges may be in addition to the all-inclusive program fee. The sponsor or one of its affiliates will also charge interest on any outstanding loan balances to clients who borrow money from the sponsor or such affiliate. The client also may be charged additional fees by the affiliated broker-dealer for specific account services, such as ACAT transfers, annual and termination fees for retirement accounts, Resource Management Accounts® or Business Services Accounts® and wire transfer charges. Page 17 of 79  UBS Asset Management (Americas) LLC UBS AM Form ADV Part 2A For the ACCESS, SWP, AAP, UBS-CAP, and Advice Portfolio programs, UBS Financial Services, the programs' sponsor, generally pays UBS AM an investment management fee based on the annual percentage of assets under management in a program strategy from the sponsor's own resources. Clients are not billed for the payment of this investment management fee. In addition, for the ACCESS, AAP and SWP Programs, depending on the selected program strategy, UBS AM will receive a premium services investment management fee ranging from 0.05% to 0.35% of assets under management that is billed directly by UBS Financial Services to clients participating in the ACCESS, SWP or AAP programs and paid in addition to the overall ACCESS, SWP or AAP program fee. The premium services investment management fee is charged in accordance with UBS Financial Services‘ billing practices and is described in the respective program documents and UBS Financial Services’ Form ADV. For the UBS-CAP program where UBS AM is a discretionary manager, if UBS AM invests client assets in mutual funds, ETFs or other commingled funds, the client will also pay the fees and costs charged by the funds, including funds that are managed by and pay fees to UBS AM or its affiliates. UBS-CAP may include an asset allocation strategy where UBS AM has discretion to invest client assets in funds or accounts that are managed by UBS AM and its affiliates or a thirty party. If UBS AM allocates to a fund managed by it or its affiliates. UBS AM and its affiliates will receive investment management fees for managing that fund and UBS AM will receive fees for allocation services. UBS-CAP clients acknowledge and agree to a fee disclosure, consent and conflict waiver. Note that if UBS AM is a discretionary manager in UBS-CAP, ERISA clients are not eligible to participate in UBS-CAP. For the MAC program, the range of annual fees charged by investment managers, including UBS AM, is negotiated between the client and the investment manager. Fees are based on a percentage of assets under management and generally range from 0.02% to 2.50% for all accounts. In addition, fees charged by investment managers can vary significantly, depending on the type of investment services offered. UBS AM may group sub-accounts together, or may offer relationship discounts for multiple assignments of a client or group of related clients. Clients may pay fees different from the schedules listed herein based upon the schedules in effect when our or our affiliates’ services were retained. In the wrap fee program, UBS AM may use affiliated money market funds or interest bearing deposit accounts ("Deposit Accounts") at UBS Bank USA (the "Bank"), an FDIC member institution and an affiliate of UBS AM, for cash allocation, temporary investment purposes, or as it otherwise determines appropriate. UBS AM, or our affiliates, earn advisory or other fees for providing services to these funds. This compensation is in addition to the fees paid by clients for investment advice. UBS Financial Services receives, to the extent permitted by applicable law, an annual fee of up to $50 from the Bank for each account that sweeps in Deposit Accounts at the Bank. Additional information concerning wrap fees, commissions and the UBS Financial Services ACCESS, MAC, SWP, AAP, UBS-CAP, and Advice Portfolio programs are provided in the UBS Financial Services Wrap Fee Program Brochure, which is provided to all prospective clients of these programs. RPM program For the RPM program, UBS Financial Services, the program's sponsor, pays UBS AM a fee from it’s own resources. Clients are not billed for the payment of this fee. RPM clients should review UBS Financial Services’ Form ADV Part 2A Retirement Plan Consulting Program Brochure for additional information regarding the RPM Program fees. Credit Suisse legacy businesses Insurance Linked Strategies P&C ("ILS P&C"): UBS AM generally receives a management fee calculated in arrears, accrued monthly and payable on the first day of each calendar quarter in respect of the preceding three months (or portion thereof for subscriptions made other than as of the beginning of a Page 18 of 79  UBS Asset Management (Americas) LLC UBS AM Form ADV Part 2A calendar quarter). The non-affiliated sub-adviser is compensated out of the management fee received by UBS AM. For funds and/or strategies that are in wind down or in liquidation, no management fees are charged. Employee Plans Team/Illiquid Fund Services (“IFS”): Generally, UBS AM does not receive any management fees from the funds managed by the IFS Team. With respect to certain funds, however, UBS AM will receive an annual fee from those funds generally in the range of 1.0% to 2.0% of the fund’s assets or capital commitments from terminated employees. In addition, with respect to certain funds, UBS AM will receive an annual administration fee from those funds generally equal to 0.30% of the fund’s assets or capital commitments or an amount required to reimburse UBS AM for administration and reporting costs. The fees accrue quarterly and are generally collected through proceeds from the sale of assets held by the fund and or dividend and interest income earned by the fund. Legacy strategies, including the Private Banking Feeder Fund Business: The legacy strategies are currently being liquidated and are expected to be fully closed by the end of Q3 2025. Fee negotiation Fees, minimum fees, and minimum account sizes may be negotiated on a basis differing from the schedules listed in Appendix A if circumstances warrant. Such circumstances include, among other things, the size of the account and the amount and types of services to be provided, as well as our capacity for the type of assignment (including whether it is a new capability). Clients that negotiate fees with different breakpoints may pay a higher fee than as listed in Appendix A as a result of fluctuations in the client’s assets under management and/or account performance. Fee schedules for sub-advisory relationships with other financial institutions and for managed account programs may differ from the schedules provided in Appendix A. Fees for accounts managed on behalf of our affiliates may differ from the provided schedules. UBS AM may group sub-accounts together, or may offer relationship discounts for multiple assignments of a client or group of related clients. Clients may pay fees different from the schedules listed herein based upon the schedules in effect when our, or our affiliates, services were retained. Most favored nations clauses UBS AM 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 we offer to any other comparable client for similar services (i.e., a client for whom UBS AM manages a portfolio of similar size and type, under similar terms and conditions, and with similar commercial expectations). Exceptions to these clauses generally include, but are not limited to, performance or incentive fees, relationship discount arrangements, clients affiliated with UBS AM and clients that were initial investors (founders) in a strategy. Payment of fees Generally, UBS AM does not deduct fees from client accounts, but clients may request that their fees be deducted from their account. Fees are generally charged quarterly, but may be charged more or less frequently, and are generally payable in arrears in U.S. dollars based upon the market value of assets under management at the beginning or end of a quarter. If an advisory relationship begins after the first day of a quarter or terminates before the last day of a quarter, fees are prorated accordingly. We do not typically charge fees in advance; however, if a client pays in advance, the client will receive a refund of any pre-paid fee attributable to any period after the termination. To obtain a refund, the client should contact his or her client relationship manager or the contacts noted above. Pro rata adjustments in advisory fees may be made for material contributions and withdrawals made during the billing period. Page 19 of 79  UBS Asset Management (Americas) LLC UBS AM Form ADV Part 2A Generally, fees will be calculated based upon the aggregate market value of all assets under management within the client's account, including accrued interest and allocations to cash. To the extent any such assets of the account are invested in a money market investment fund managed by the client's trustee/custodian, the client's trustee/custodian will typically charge management fees with respect to such assets, in addition to management fees charged by UBS AM. UBS AM may bill fees based upon the market value of a client’s account as computed by the client’s custodian or as shown on our internal portfolio accounting system. We reconcile our internal system to the client’s custodian records at least monthly when billing is based on our system. To the extent there are differences between the market value shown on the custodian records versus on our records, material discrepancies will be addressed but immaterial discrepancies will not. Additional considerations The applicable offering memorandum of each strategy or fund prospectus sets forth the basis on which UBS AM’s fees may be reduced, and provides a detailed description of the various expenses, in addition to the management and performance-based fees, that will be borne by that client, as well as potential conflicts of interest. Investors should review the offering memorandum or fund prospectus carefully before making an investment. Page 20 of 79  UBS Asset Management (Americas) LLC UBS AM Form ADV Part 2A Item 6: Performance-Based Fees and Side-By-Side Management Overview In this section of the Brochure, we explain that we have performance-based fee arrangements with clients. We also describe how we manage the conflicts of interests that may arise in managing performance-based accounts alongside other accounts. Acceptance of performance-based fees In certain instances, UBS AM may be compensated under performance-based fee arrangements in compliance with Rule 205-3 under the Advisers Act, applicable regulations and opinions of the Department of Labor under the Employee Retirement Income Security Act of 1974 ("ERISA") for employee benefit plan clients subject to ERISA, and any other applicable laws or regulations. Performance-based fee arrangements generally involve an asset-based management fee and a performance fee at differing levels of performance relative to an agreed upon benchmark. Performance fees may include a minimum and maximum fee payable, a high water mark and may go up or down depending on performance (e.g., a fulcrum fee). Performance-based fee arrangements are subject to negotiation with the client. The receipt of performance fees by UBS AM creates a potential conflict of interest because UBS AM could benefit from disproportionately allocating investment opportunities to those client accounts subject to performance fees. UBS AM 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. Side-by-side management of performance-based and other accounts UBS AM manages both accounts that are charged a performance-based fee and accounts that are charged a flat fee or an asset-based fee. Conflicts of interests may arise when managing these accounts side-by- side, as there may be an incentive to favor accounts for which we receive a performance-based fee. UBS AM seeks to mitigate these potential conflicts by implementing a number of compliance policies and business processes. Specifically, prior to implementing performance-based fee arrangements, these arrangements are reviewed by UBS AM to assess whether the proposed fee arrangement would unfairly disadvantage any of our clients. In addition, many of our strategies are managed on a model basis, meaning the portfolio managers manage a model for the strategy, and translation of the models into individual client portfolios is handled by multiple other functions within UBS AM. This division of labor imparts checks and balances into the portfolio management process that minimizes the potential for one account to be favored over another. Our performance measurement team along with compliance personnel monitor for dispersion of investment performance among similarly managed accounts to confirm that no accounts are favored ahead of another. We also have a comprehensive Best Execution policy, which incorporates trade allocation requirements. Monitoring of trade allocation is completed by compliance in an effort to ensure fair and equitable allocation of investments among client accounts. Additionally, portfolio holdings, position sizes and industry and sector exposures tend to be similar across accounts, which may minimize the potential for conflicts of interests. Page 21 of 79  UBS Asset Management (Americas) LLC UBS AM Form ADV Part 2A Item 7: Types of Clients Overview In this section of the Brochure, we provide information about the types of clients to whom we provide investment advice. We also discuss the conditions we may impose on the management of client accounts. General introduction UBS AM provides investment advice to all types of clients, including: pension, welfare and other employee benefit plans of corporations, state and local governments, and labor unions; other tax exempt organizations such as charitable foundations, educational institutions, endowments; U.S. state and local governments, foreign governments and supranationals; financial intermediaries and quasi- government organizations; insurance companies; banking or thrift institutions; registered and unregistered investment companies; individuals; personal trusts; investment advisers and corporations. UBS AM also advises affiliates that act as trustee or fiduciary of various pooled trusts and funds and advises various limited partnerships for which it or an affiliate acts as investment manager or general partner. UBS AM also acts as the investment manager for wrap fee programs and provides advisory services to Model Programs. Investment Company clients UBS AM is the investment adviser or sub-adviser for various investment companies registered under the Investment Company Act, as well as pooled investment vehicles exempt from registration under the Investment Company Act, including private funds and offshore funds. Investments in certain funds exempt from registration may be intended only for certain financially sophisticated institutions, companies and individuals who can bear the risk of loss for some or all of an investment. For certain types of funds offered to U.S. investors, U.S. investors must generally satisfy certain investor sophistication requirements, including that the client is an "accredited investor" under Rule 501(a) of Regulation D under the Securities Act of 1933, as amended; a "qualified purchaser" within the meaning of section 2(a)(51) of the Investment Company Act; a "qualified institutional buyer" under Rule 144A under the Securities Act of 1933, as amended; and/or a "qualified eligible person" under Rule 4.7 of the Commodity Exchange Act. ERISA clients UBS AM provides both discretionary investment management services and non-discretionary investment advisory services to clients that are employee benefit plans covered by Title I of ERISA. For ERISA plan clients, UBS AM is usually a "covered service provider" to the plan for purposes of ERISA Section 408(b)(2). UBS AM 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 plans, it also serves as an investment manager as defined in ERISA Section 3(38). In addition to institutional separate accounts for ERISA clients, UBS AM may serve as an ERISA fiduciary to plans whose assets we manage through wrap fee programs or through certain investment vehicles (e.g., private funds, collective investment trusts, etc.) whose assets are treated as plan assets under ERISA. When providing services to ERISA plan accounts, UBS AM 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 Page 22 of 79  UBS Asset Management (Americas) LLC UBS AM Form ADV Part 2A 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 UBS AM has certain requirements for opening or maintaining an account. All clients are required to enter into a written investment advisory agreement prior to the establishment of an advisory relationship. In addition, UBS AM conducts anti-money laundering/know your customer ("AML/KYC") due diligence on clients in accordance with its AML/KYC procedures. This process involves the collection of information from clients, including, without limitation, legal entity formation documents, officers lists, tax forms, and sources of wealth and funds. As described in Item 5 Fees and Compensation, for institutional account management, UBS AM generally requires minimum fees and minimum account sizes as set forth in Appendix A. Advisory agreements generally provide for termination on not more than 30 days' written notice. Minimum fees and account sizes for wrap programs in which we participate as an investment manager are set between us and the sponsor of the wrap program, on a program specific basis. Minimums for wrap fee programs for which UBS AM is the sponsor are described in the disclosure brochures for those programs. Legal proceedings—class actions and other matters For separately managed accounts, UBS AM does not normally advise or act for the client in legal proceedings, including class actions, bankruptcies or other similar legal matters with respect to securities or other financial instruments held or that were held in a client account. UBS AM encourages clients to contact their custodians or other service providers to ensure they are receiving the proper notification of any such legal proceedings. Further, UBS AM encourages clients to seek the advice of counsel regarding the participation and filing requirements associated with such matters. UBS AM 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 UBS AM does not advise or act for the client on tax matters. UBS AM encourages clients to seek independent professional advice on any taxation matters. UBS AM 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. Page 23 of 79  UBS Asset Management (Americas) LLC UBS AM Form ADV Part 2A Item 8: Methods of Analysis, Investment Strategies and Risk of Loss Overview This section of the Brochure describes the methods of analysis we use to formulate investment advice and manage assets. We also discuss the material risks that clients should generally consider when investing in any of our strategies. General introduction As stated in Item 4 Advisory Business, UBS AM provides investment advisory, sub-advisory and portfolio management services, including asset allocation and strategic investment strategies, primarily through UBS Asset Management’s Active Equities, Active Fixed Income, Active Multi-Asset, Portfolio Engineering & Trading and Partnership Solutions investment groups. We may add investment groups, and our current investment groups may offer additional strategies at any time. Investment strategies for Active Equities, Active Fixed income, Active Multi-Asset, Portfolio Engineering & Trading and Partnership Solutions. Active Equities, Active Fixed income, Active Multi-Asset, Portfolio Engineering & Trading and Partnership Solutions teams manage portfolios primarily based on a long-term, fundamental analysis described above, but may also employ different strategies as dictated by client investment guidelines and/or market conditions. Certain investment strategies and/or market conditions may present greater investment risks than others. We may manage portfolios based on relative return strategies where a client specifies an index to which their account should be managed or, based on non- relative return strategies where risk/return, portfolio construction decisions are made, without reference to an index. Clients may specify ex ante, or forward-looking risk/return targets or objectives, in their investment guidelines that we will use in the portfolio construction process. Such risk/return targets are generally not used ex post, or after the fact, as indications of levels of actual portfolio returns. UBS AM primarily employs investment strategies that are long-only at the security level but may allow long and/or short positions in markets, currencies or other portfolio factors through the use of derivatives. We may also employ long/short investment strategies that purchase securities on margin and/or sell securities short where permitted by client guidelines. For separately managed accounts in wrap fee programs, individual account holdings and performance may vary from the stated strategy composite due to a variety of factors including, but not limited to, account size, target weight, security prices, lot sizes, restrictions /substitutions and tax considerations. In addition to the investment teams mentioned above, UBS AM may add additional investment groups that manage other strategies and its current investment groups may offer additional strategies at any time. The methods of analysis and investment strategies not specifically mentioned will generally be similar to those set forth herein. Analyses for Active Equities and Active Fixed Income UBS AM employs a number of investment strategies in connection with its investment management services, depending upon the type of client, investment discipline chosen and a client’s investment guidelines and objectives. World economies and financial markets are interactive. Thus, investment management, both within and across global equity and bond markets, must be based upon comprehensive knowledge and analyses of integrated investment fundamentals. UBS AM’s intrinsic value equity investment process estimates expected future cash flows to investors, incorporating analysts’ considerations of company management, competitive advantage, and core Page 24 of 79  UBS Asset Management (Americas) LLC UBS AM Form ADV Part 2A competencies. These value estimates are then discounted to the present and compared to current market prices and ranked against other stocks. Portfolios are then constructed by purchasing those stocks believed to be undervalued (or selling short those believed to be overvalued for accounts that permit short-selling), with consideration given to market sensitivity, common factor exposures and industry weightings. Our growth equity investment process engages in classic growth-style investing. We seek to invest in companies that we believe have superior growth prospects where estimates of the length and/or magnitude of earnings growth exceeds market expectations. Our quantitative investments strategies employ proprietary analytics and quantitative methods in elements of the investment process. The strategies are united in a common philosophy that emphasizes systematic approaches combined with human involvement in seeking the delivery of consistent investment performance. In UBS AM’s fixed income investment area, sector selection, security selection, duration management and yield curve positioning all play an integral role in building portfolios. Top-down factors, including sector positioning and duration/yield curve, define strategy and set a quantitative framework (asset allocation is determined at the sector level). After establishing these parameters, sector specialists and credit analysts work in close collaboration to select securities to build optimal portfolios. With the exception of certain fixed income strategies, UBS AM incorporates sustainability in its research process and the investment decision-making process with the objective to enhance returns and mitigate risk. The integration of environmental, social and governance ("ESG") considerations is driven by a focus on taking better account of the most financially relevant sustainability factors that impact investment decisions, rather than being driven by ethical principles or norms. The analysis of ESG factors draws on different ESG data sources, both qualitative and quantitative, covering a wide range of topics including carbon footprint, climate risk, health and well-being, human rights, supply chain management, fair customer treatment and governance. The assessment of the material impact of ESG issues on the investment case is required as part of the fundamental assessment process of fundamental analysts within active equities and certain active fixed income strategies. UBS AM may still invest in securities with a higher ESG risk profile where the portfolio managers believe the potential financial return outweighs the risks identified. In addition, UBS AM offers Sustainability Investing Focus ("SI Focus") strategies where the portfolio construction process includes ESG risk screening which is intended to lead to a better sustainability profile than the benchmark. This approach applies exclusions related to conduct-based standards such as the United Nations Global Compact, or product-based exclusions such as tobacco, military weapons, and genetically modified organisms for the agricultural sector. Moreover, SI Focus strategies may apply additional ESG positive screening to identify securities of companies that we believe are attractive based on specific sustainability factors and ESG considerations such as "low carbon", "better ESG ratings", or "improved gender diversity". UBS AM then combines this information with additional financial analysis and research to identify companies that we believe will provide attractively valued and sustainable investment opportunities. UBS AM also offers dedicated Impact strategies, whereby a client has chosen to have its portfolio constructed and managed with the intention to generate positive, measurable social and/or environmental impact alongside a financial return. Impact investments aim to link investments and/or investor actions to these real-world outcomes. UBS AM may also employ indexed or risk-controlled strategies to its selection of securities and construction of portfolios. Page 25 of 79  UBS Asset Management (Americas) LLC UBS AM Form ADV Part 2A Analyses for Active Multi-Asset In Active Multi-Asset, our investment teams seek to add value through disciplined research in (1) macro analysis (economic conditions, business cycles, monetary and fiscal policies), (2) fundamental assessment of asset prices, as well as (3) behavioral / market sentiments across asset classes. The research process is applied across capital markets (at the asset class, country, and currency levels), and within capital markets (through sector, sub-sector and individual security selection). Portfolios are monitored and rebalanced with both risk and return considerations in mind. As part of the multi-asset investment process, we also evaluate managers to be included in portfolios through a robust manager research process that combines the expertise of both the Active Multi-Asset and the Partnership Solutions teams. Through in-depth, comprehensive research conducted by both our portfolio managers and research analysts from both teams, we can evaluate external and internal strategies to assess whether they meet UBS Asset Management's standards as well as their overall suitability for use within UBS AM multi-asset, multi-manager portfolios. Analyses for Portfolio Engineering & Trading UBS AM may also employ quantitative, passive or indexed, active-indexed, and enhanced index strategies in managing certain client accounts or may invest certain clients' assets in funds or separate accounts managed by sub-advisers who use these strategies. Indexed strategies are intended to replicate the investment performance of a specified index, gross of fees. Active-indexed strategies involve active allocation to markets and selection of passive/indexed securities within those markets. Enhanced index strategies attempt to outperform a specified index while controlling risk relative to the index. Personalized Tax Management UBS AM’s Personalized Tax Management ("PTM") is a premium service offered on select SMA strategies in the ACCESS program. The PE&T team, which operates the PTM program, seeks to minimize the impact of capital gains taxes in client accounts by (1) active capital gain deferral (delaying the realization of unrealized capital gains) and (2) active tax-loss harvesting. The risk aware approach assesses the costs and tax impacts of every trade in a client’s portfolio by reviewing their tax consequences and related risk to achieving the expected returns of the investment strategy model. PTM is customized for every client portfolio individually (at that client’s tax lot level) and taking into account client-specific tax rates as well as external capital gain and loss information that the client provides to their UBS Financial Services Inc. Financial Advisor. Please note that utilization of any strategy with PTM should not be construed as tax advice, nor should it be considered a substitute for professional tax advice. UBS AM does not guarantee that the application of PTM will result in reducing or causing the estimated tax liability of client’s tax-managed account or client’s aggregate tax liability to net to zero. Analyses for Partnership Solutions The Partnership Solutions group is a full service, investments and technology solutions business. We craft tailored solutions designed specifically to address the unique needs and challenges faced by investors globally. Our services can be categorized across three core offerings: (1) overall investment program design and management, (2) customized mandates, and (3) advisory and implementation services and tools. The methods of analysis used to formulate investment advice vary depending on the service being offered, but may include preparing and sharing capital market assumptions (i.e., our sharing our long-term global inflation, interest rate, growth and asset class return, risk and correlation assumptions to support and guide the construction of “optimal” policy portfolios), modelling strategic asset allocations for clients based on their unique objectives and constraints and the inputs from our capital market assumptions, conducting in-depth manager research and selection leveraging both quantitative and qualitative methods, conducting and providing risk analytics by leveraging our Page 26 of 79  UBS Asset Management (Americas) LLC UBS AM Form ADV Part 2A proprietary risk system and providing a comprehensive evaluation of the drivers of risk and return across a client’s entire investment portfolio, and conducting quantitative research and modelling. Sources of information In conducting its investment analyses, UBS AM uses various sources of information, including, but not limited to, the following: financial newspapers, magazines, electronic data services, third-party ESG data providers, and benchmarks; inspections of corporate activities; research materials prepared by others; public regulatory filings, such as annual reports, prospectuses and other filings with the SEC or other regulatory authorities; company press releases and market data services. Original research developed by UBS AM and our affiliates will also be utilized for certain investment strategies. UBS AM and/or its affiliates use "uncommon" or non-conventional sources of information where, using a long-term focus, analysts gather information concerning the ability of individual companies to generate profits, as well as analyze industry competitive strategy, structure, and global integration. On- site company visits examine the characteristics of each company, (i.e., balance sheet fundamentals, culture, productivity, pricing, etc.). Analysts attempt to identify the critical variables and assumptions underlying a valuation analysis. These valuations and insights, in conjunction with observed market prices, define relative attractiveness comparisons within and across markets. From this research, we form critical inputs into our valuation models which are then used as a ranking tool to determine the relative attractiveness of individual securities and markets. Material risks All investments carry a certain amount of risk, and UBS AM cannot guarantee that it or any client will achieve its investment objective. A client may lose money by investing a strategy managed by UBS AM. An investment with UBS AM is not a deposit in a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Below are some of the specific risks of investing with UBS AM, and a summary of certain risks that may be associated with our strategies. However, it is not possible to identify all of the risks associated with investing. This list of risk factors is not a complete enumeration or explanation of the risks involved in a strategy, as the particular risks applicable to a client account will depend on the nature of the account, its investment strategy or strategies and the types of securities or other investments held. While UBS AM seeks to manage accounts in a manner where risks are appropriate to the strategy or objective, it is often not possible or desirable to fully mitigate risks. Prospective clients should read this entire Brochure. Clients who invest in funds managed by UBS AM should carefully read the relevant prospectus or offering memorandum for specific information applicable to that particular vehicle. Clients should also consult with their own legal, financial, and tax advisors before deciding whether to invest in a strategy or fund. • Management risk: The risk that the investment strategies, techniques and risk analyses employed by UBS AM may not produce the desired results. UBS AM may be incorrect in its assessment of the value of securities or assessment of market or interest rate trends, which can result in losses to investments. Also, in some cases, derivatives or other investments may be unavailable or UBS AM may choose not to use them under market conditions when their use, in hindsight, may be determined to have been beneficial. • Market risk: The risk that the market value of the investments may fluctuate, sometimes rapidly or unpredictably, as the stock and fixed-income markets fluctuate. Market risk may affect a single issuer, industry or sector of the economy, or it may affect the market as a whole. In addition, Page 27 of 79  UBS Asset Management (Americas) LLC UBS AM Form ADV Part 2A 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 and environmental disasters, recessions, rapid inflation, the imposition of international sanctions, pandemics or other public health threats could also significantly impact in a strategy or fund and its investments. These risks may be magnified if certain events of developments adversely interrupt the global supply chain, and could affect companies worldwide. Recent examples include pandemic risks related to the novel coronavirus ("COVID-19") and the aggressive measures taken worldwide in response by (i) governments, including closing borders, restricting travel and imposing prolonged quarantines of, or similar restrictions on, large populations, and (ii) businesses, including forced or voluntary closures, changes to operations and reductions of staff. The effects of COVID-19 have contributed to increased volatility in global financial markets and may affect certain countries, regions, companies, industries and market sectors more dramatically than others. The COVID-19 pandemic has had, and any other outbreak of an infectious disease or serios environmental or public health concern could have, significant negative impact on economic and market conditions, could exacerbate pre-existing political, social and economic risks in certain countries or regions and could trigger a prolonged period of global economic slowdown. Although the World Health Organization and the United States ended their declarations of COVID-19 as a global health emergency in May 2023, the full impact of COVID- 19, and future impacts of other significant events, are unpredictable. To the extent investments are overweight in certain countries, regions, companies, industries or market sectors, such positions will increase the risk of loss from adverse developments affecting those countries, regions, companies, industries or sectors. • Risk of loss: Investing in securities involves risk of loss that clients should be prepared to bear. The investment decisions that UBS AM 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: UBS AM does not guarantee or warrant that a client’s account will achieve its investment objectives, performance expectations, risk and/or return targets. • No government guarantee: An investment in an account or fund managed by UBS AM is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. • Personnel risk: UBS AM 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 UBS AM, we will not be responsible for the client’s overall diversification, asset allocation, or liquidity needs. In addition, certain of our strategies may be non-diversified, hold illiquid assets and/or hold a low number of investments. There is a risk that investments cannot be readily sold at the desired time or price, and UBS AM may have to accept a lower price or may not be able to sell the security or investment at all. An inability to sell securities or the investment can adversely affect the value of investments or prevent UBS AM from taking advantage of other investment opportunities. Liquid portfolio investments may become illiquid or less liquid after purchase due to low trading volume, adverse investor perceptions and/or other market developments. In recent years, the number and capacity of dealers that make markets in fixed income securities has decreased. Consequently, the decline in dealers engaging in market making trading activities may increase liquidity risk, which Page 28 of 79  UBS Asset Management (Americas) LLC UBS AM Form ADV Part 2A can be more pronounced in periods of market turmoil. Liquidity risk may be magnified in a rising interest rate environment or when investor redemptions from fixed income funds may be higher than normal, causing increased supply in the market due to selling activity. Liquidity risk includes the risk that a fund may experience significant net redemptions at a time when it cannot find willing buyers for its portfolio securities or investments or can only sell its portfolio securities/investments at a material loss. • Non-diversification risk: The risk that a fund or mandate will be more volatile than a diversified portfolio because it invests its assets in a smaller number of issuers. The gains and losses on a single security or investment may, therefore, have a greater impact on a portfolio. In addition, a strategy that invests in a relatively small number of issuers or of investments is more susceptible to risks associated with a single economic, political or regulatory occurrence than a more diversified strategy might be. • Tax liability risk: Tax liability risk is the risk of noncompliant conduct by a municipal bond issuer, resulting in distributions issued to shareholders that may be taxed as ordinary income. • Regulatory risk: Following the 2008 financial crisis, many jurisdictions passed legislation and issued or proposed regulatory rules broadly affecting the financial services industry and markets. In the U.S., the Dodd-Frank Wall Street Reform and Consumer Protection Act ("Dodd-Frank"), which includes the Volcker Rule, implemented extensive changes in the regulation of over-the-counter derivatives, regulatory capital requirements, bank proprietary trading and covered fund activities and compliance with consumer financial laws, among others. In the European Union, the Markets in Financial Instruments Directive II ("MiFID II") included a number of significant changes to the financial markets in the EU, including changes to the regulation of financial instruments and the venues in which they are traded. These rules, among many others changing tax and other regulatory matters, affect the financial services industry and markets in ways that are difficult to assess. The rules and the differences in them among various jurisdictions may make it more costly and time consuming to effect investment transactions in various markets around the world. The broader impacts of the sweeping regulatory reform on markets generally and pricing and liquidity of financial instruments are unknown. These changes may adversely affect the value of client investments, the opportunities to pursue client investment strategies and objectives, and may negatively impact the performance of client accounts. The Volcker Rule restricts the ability of the investment manager to a pooled investment fund, meeting the definition of a "covered fund", from engaging in certain types of transactions on behalf of the covered fund with its affiliates. The types of transactions generally restricted are those involving credit risk between the advisor and the affiliated counterparty. These restrictions could adversely impact covered funds by preventing them from obtaining seed capital, loans or other commercial benefits from UBS. • Sustainability factor risk and risk of impact investing: Because a UBS AM SI Focus or Impact fund or mandate uses sustainability factors to assess and, in certain cases, exclude certain investments for nonfinancial reasons, it may forego some market opportunities available to other funds or mandates that do not use these factors. As a result, the sustainability factors used in its investment process and UBS AM’s impact investing approach will likely make the fund or mandate perform differently from others that rely solely or primarily on financial metrics, and these sustainability factors may be linked to long-term rather than short-term returns. The sustainability factors and UBS AM’s impact investing approach may cause its industry allocation to deviate from that of others without these considerations. • Models: Risk of Programming and Modeling Errors: UBS AM's research and modeling process is extremely complex and involves financial, economic, econometric and statistical theories, research and modeling; the results of that process must then be translated into computer code. Although Page 29 of 79  UBS Asset Management (Americas) LLC UBS AM Form ADV Part 2A UBS AM seeks to hire individuals skilled in each of these functions and to provide appropriate levels of oversight, the complexity of the individual tasks, the difficulty of integrating such tasks, and the limited ability to perform "real world" testing of the end product raises the chances that the finished model may contain an error; one or more of such errors could adversely affect a client’s portfolio. If a model or a portion of the model proves to be incorrect or incomplete, any decisions made in reliance thereon expose a client’s portfolio to potential risks of loss. This is also true for third party models that are supplied by external entities. In addition, some of the models used by UBS AM are predictive in nature. The use of predictive models has inherent risks. Because predictive models are usually constructed based on historical data supplied by third parties, the success of relying on such models may depend heavily on the accuracy and reliability of the supplied historical data. All models rely on correct market data inputs. If incorrect market data is entered into even a well-founded model, the resulting information will be incorrect. However, even if market data is input correctly, "model prices" will often differ substantially from market prices, especially for securities with complex characteristics, such as derivative securities. • Indexed portfolio risks: For indexed portfolios that seek to track or match the performance of a particular index, UBS AM does not generally take steps to reduce the portfolio's market exposure or to lessen the effects of declining markets. In addition, an indexed portfolio's performance may not be identical to the performance of its index due to various factors, including, without limitation, the fees and expenses borne by the portfolio, the timing of trade execution, and cash flows into and out of the portfolio. Investors may not invest directly in an index. Indices are not managed, and do not reflect management fees and transactions costs generally associated with certain investments or advisory services. • Risk of equity instruments: Risks associated with investing in equity securities include: – The stock markets where a portfolio’s investments are traded may go down. – An adverse event, such as negative press reports about a company in the portfolio, may depress the value of the company’s stock. – Small- and mid-capitalization risk—The risk that investments in small and medium size companies may be more volatile than investments in larger companies, as small and medium size companies generally experience higher growth and failure rates. In addition, it may be more difficult to obtain information about small and mid-capitalization companies and their securities may be more difficult to value. The trading volume of these securities is normally lower than that of larger companies. Such securities may be less liquid than others and could make it difficult to sell a security at a time or price desired. Changes in the demand for these securities generally have a disproportionate effect on their market price, tending to make prices rise more in response to buying demand and fall more in response to selling pressure. • Risk of fixed income investments: Risk associated with investing in fixed income securities include: – Interest rate risk: The risk that changing interest rates may adversely affect the value of an investment. An increase in prevailing interest rates typically causes the value of fixed income securities to fall. Changes in interest rates will likely affect the value of longer-duration fixed income securities more than shorter-term securities and higher-quality securities more than lower-quality securities. When interest rates are falling, some fixed income securities provide that the issuer may repay them earlier than the maturity date, and if this occurs the fund may have to invest these repayments at lower interest rates. A fixed income portfolio may face a heightened level of interest rate risk due to certain changes in monetary policy, such as certain types of interest rate changes by the Federal Reserve. Interest rate changes can be sudden and unpredictable, and are influenced by a number of factors including government policy, inflation expectations and supply and demand. A substantial increase in interest rates may have an adverse impact on the liquidity of a security, especially those with longer maturities. Changes Page 30 of 79  UBS Asset Management (Americas) LLC UBS AM Form ADV Part 2A in government monetary policy, including changes in tax policy or changes in a central bank’s implementation of specific policy goals, may have a substantial impact on interest rates. There can be no guarantee that any particular government or central bank policy will be continued, discontinued or changed nor that any such policy will have the desired effect on interest rates. The risks associated with rising interest rates may be more pronounced in the near future as interest rates rise from historically low rates. During periods when interest rates are low or there are negative interest rates, fixed income portfolio’s yield (and total return) also may be low or the portfolio may be unable to maintain positive returns or minimize the volatility of the portfolio’s net asset value. – Credit risk: The issuer may default on its obligation to pay principal or interest, may have its credit rating downgraded by a rating organization or may be perceived by the market to be less creditworthy. Lower-rated bonds are more likely to be subject to an issuer’s default than investment grade (higher-rated) bonds. Lower-rated bonds may have less liquidity and be more difficult to value particularly in declining markets. – Prepayment risk: If interest rates decline, the issuer of a security may exercise its right to prepay principal earlier than scheduled, forcing the account to reinvest in lower yielding securities. – Extension risk: If interest rates rise, the average life of securities backed by debt obligations is extended because of slower than expected payments. This will lock in a below-market interest rate, increase the security’s duration and reduce the value of the security. – Counterparty risk: The risk that the counterparty to the transaction will default on its obligations under the relevant contract, including due to its financial failure or insolvency, and the related risks of having concentrated exposure to such a counterparty. • Municipal securities risk: Municipal securities are subject to interest rate, credit, illiquidity, market and political risks. The ability of a municipal issuer to make payments and the value of municipal securities can be affected by uncertainties in the municipal securities market, including litigation, the strength of the local or national economy, the issuer’s ability to raise revenues through tax or other means, and the bankruptcy of the issuer affecting the rights of municipal securities holders and budgetary constraints of local, state and federal governments upon which the issuer may be relying for funding. Municipal securities and issuers of municipal securities may be more susceptible to downgrade, default and bankruptcy as a result of recent periods of economic stress. In addition, the municipal securities market can be significantly affected by political changes, including legislation or proposals at either the state or the federal level to eliminate or limit the tax-exempt status of municipal bond interest or the tax-exempt status of a municipal bond fund’s dividends. Similarly, reductions in tax rates may make municipal securities less attractive in comparison to taxable bonds. Legislatures also may be unable or unwilling to appropriate funds needed to pay municipal securities obligations. These events can cause the value of the municipal securities held by a portfolio to fall and might adversely affect the tax-exempt status of a fund’s investments or of the dividends that a portfolio pays. Lower-rated municipal securities are subject to greater credit and market risk than higher quality municipal securities. In addition, third-party credit quality or liquidity enhancements are frequently a characteristic of the structure of municipal securities. Problems encountered by such third-parties (such as issues negatively impacting a municipal bond insurer or bank issuing a liquidity enhancement facility) may negatively impact a municipal security even though the related municipal issuer is not experiencing problems. Municipal bonds secured by revenues from public housing authorities may be subject to additional uncertainties relating to the possibility that proceeds may exceed supply of available mortgages to be purchased by public housing authorities, resulting in early retirement of bonds, or that homeowner repayments will create an irregular cash flow. Further, unlike many other types of securities, offerings of municipal securities traditionally have not been subject to regulation by, or registration with, the SEC, resulting in a relative lack of information about certain issuers of municipal securities. • Foreign investing risk: The risk that prices of a fund or mandate’s investments in foreign securities may go down because of unfavorable foreign government actions (such as expropriation or Page 31 of 79  UBS Asset Management (Americas) LLC UBS AM Form ADV Part 2A nationalization) or regulation, political instability or the absence of accurate or publicly available information about foreign issuers. In addition, political, diplomatic, or regional conflicts, terrorism or war, social and economic instability, and internal or external policies or economic sanctions limiting or restricting foreign investment, the movement of assets or other economic activity may affect the value and liquidity of foreign securities. The imposition of sanctions by governmental or supranational authorities on securities may hamper or prevent the trading of such securities and thus significantly lower their value. Also, a decline in the value of foreign currencies relative to the US dollar will reduce the value of securities denominated in those currencies. In addition, foreign securities are sometimes less liquid and harder to sell and to value than securities of US issuers. Each of these risks is more severe for securities of issuers in emerging market countries. • Emerging market risk: The risk that investments in emerging market issuers may decline in value because of unfavorable foreign government actions, greater risks of political instability or the absence of accurate information about emerging market issuers. Further, emerging countries may have economies based on only a few industries and securities markets that trade only a small number of securities and employ settlement procedures different from those used in the United States. Prices on these exchanges tend to be volatile and, in the past, securities in these countries have offered greater potential for gain (as well as loss) than securities of companies located in developed countries. Issuers may not be subject to uniform accounting, auditing and financial reporting standards and there may be less publicly available financial and other information about such issuers, comparable to US issuers. Governments in emerging market countries are often less stable and more likely to take extralegal action with respect to companies, industries, assets, or foreign ownership than those in more developed markets. Moreover, it can be more difficult for investors to bring litigation or enforce judgments against issuers in emerging markets or for US regulators to bring enforcement actions against such issuers. Further, investments by foreign investors are subject to a variety of restrictions in many emerging countries. Countries such as those in which a fund or mandate may invest may experience high rates of inflation or deflation, high interest rates, exchange rate fluctuations or currency depreciation, large amounts of external debt, balance of payments and trade difficulties and extreme poverty and unemployment. • Investments in Russian securities: Following Russia’s invasion of Ukraine in February 2022, the United States and other governments have imposed significant sanctions on certain Russian companies and Russia more broadly. In particular, US sanctions prohibit any "new investment" in Russia which is defined to include any new purchases of Russian securities. US persons also are required to freeze securities issued by certain Russian entities identified on the List of Specially Designated Nationals, which includes several large publicly traded Russian banks and other companies. Russia has issued various countermeasures that affect the ability of non-Russian persons to trade in Russian securities. Moreover, the Russian government has taken actions that impact the custody of equity securities of Russian issuers, which may be detrimental to a fund or account’s ability to locate and recover the relevant assets. These developments have significantly impacted the value and liquidity of Russian securities as well as the ability of a fund or account to buy, sell, receive, or deliver those securities. They also have impacted the value of the ruble and the Russian economy in general. It is possible that the United States and other governments may impose even more significant sanctions against Russia if the Ukraine invasion continues. • to currency fluctuations, less liquidity, expropriation, confiscatory Investments in China: There are special risks associated with investments in China (including Chinese companies listed on US and Hong Kong exchanges), Hong Kong and Taiwan, including exposure taxation, nationalization and exchange control regulations (including currency blockage). Inflation and rapid fluctuations in inflation and interest rates have had, and may continue to have, negative effects on the economy and securities markets of China, Hong Kong and Taiwan. In addition, investments in Taiwan and Hong Kong could be adversely affected by their respective political and economic relationship with China. China, Hong Kong and Taiwan are deemed by the investment manager to be emerging markets countries, which means an investment in these countries has more Page 32 of 79  UBS Asset Management (Americas) LLC UBS AM Form ADV Part 2A heightened risks than general foreign investing due to a lack of established legal, political, business and social frameworks and accounting standards or auditor oversight in these countries to support securities markets as well as the possibility for more widespread corruption and fraud. In addition, the standards for environmental, social and corporate governance matters in China, Hong Kong and Taiwan tend to be lower than such standards in more developed economies. There may be significant obstacles to obtaining information necessary for investigations into or litigation against companies located in or operating in China and shareholders may have limited legal remedies. Certain securities issued by companies located or operating in China, such as China A-shares, are subject to trading restrictions, quota limitations and less market liquidity. Significant portions of the Chinese securities markets may become rapidly illiquid, as Chinese issuers have the ability to suspend the trading of their equity securities, and have shown a willingness to exercise that option in response to market volatility and other events. The liquidity of Chinese securities may shrink or disappear suddenly and without warning as a result of adverse economic, market or political events, or adverse investor perceptions, whether or not accurate. Export growth continues to be a major driver of China’s rapid economic growth. As a result, a reduction in spending on Chinese products and services, a shutdown in the housing construction and development markets, institution of tariffs or other trade barriers, trade or political disputes with China’s major trading partners, or a downturn in any of the economies of China’s key trading partners may have an adverse impact on the Chinese economy. Trade disputes may trigger a significant reduction in international trade, the oversupply of certain manufactured goods, substantial price reductions of goods and possible failure of individual companies and/or large segments of China’s export industry, which could have a negative impact on a strategy or fund’s performance. Events such as these and their consequences are difficult to predict and it is unclear whether further tariffs may be imposed or other escalating actions may be taken in the future. Additionally, developing countries, such as those in Greater China, may subject a strategy or fund’s investments to a number of tax rules, and the application of many of those rules may be uncertain. Moreover, China has implemented a number of tax reforms in recent years, and may amend or revise its existing tax laws and/or procedures in the future, possibly with retroactive effect. Changes in applicable Chinese tax law could reduce the after-tax profits of a strategy or fund, directly or indirectly, including by reducing the after-tax profits of companies in China in which a strategy or fund invests. Chinese taxes that may apply to a strategy or fund’s investments include income tax or withholding tax on dividends, interest or gains earned by a strategy or fund, business tax and stamp duty. Uncertainties in Chinese tax rules could result in unexpected tax liabilities for a strategy or fund. In December 2020, the US Congress passed the Holding Foreign Companies Accountable Act ("HFCAA"). The HFCAA provides that after three consecutive years of determinations by the US Public Company Accounting Oversight Board ("PCAOB") that positions taken by authorities in the People’s Republic of China obstructed the PCAOB’s ability to inspect and investigate registered public accounting firms in mainland China and Hong Kong completely, the companies audited by those firms would be subject to a trading prohibition on US markets. On August 26, 2022, the PCAOB signed a Statement of Protocol with the China Securities Regulatory Commission and the Ministry of Finance of the People’s Republic of China to grant the PCAOB access to inspect and investigate registered public accounting firms in mainland China and Hong Kong completely, consistent with US law. To the extent the PCAOB remains unable to inspect audit work papers and practices of PCAOB-registered accounting firms in China with respect to their audit work of US reporting companies, such inability may impose significant additional risks associated with investments in China. Further, to the extent a strategy or a fund invests in the securities of a company whose securities become subject to a trading prohibition, a strategy of a funds’ ability to transact in such securities, and the liquidity of the securities, as well as their market price, would likely be adversely affected. Page 33 of 79  UBS Asset Management (Americas) LLC UBS AM Form ADV Part 2A • Asset-backed and mortgage-backed securities risks: Certain strategies may invest in securitized debt, including asset-backed securities ("ABS") and/or mortgage-backed securities ("MBS"). The investment characteristics of MBS and ABS may differ from traditional debt securities in that interest and principal payments are made more frequently, principal may be prepaid at any time and a number of state and federal law govern and may limit right to the underlying collateral. UBS AM may invest in mortgage- and asset-backed securities that are subject to prepayment or call risk, which is the risk that the borrower’s payments may be received earlier or later than expected due to changes in prepayment rates on underlying loans. Faster prepayments often happen when interest rates are falling. As a result, UBS AM may reinvest these early payments at lower interest rates, thereby reducing UBS AM’s income. Conversely, when interest rates rise, prepayments may happen more slowly, causing the security to lengthen in duration. Longer duration securities tend to be more volatile. Securities may be prepaid at a price less than the original purchase value. An unexpectedly high rate of defaults on the mortgages held by a mortgage pool may adversely affect the value of mortgage-backed securities and could result in losses to UBS AM. • Derivatives risks: The value of "derivatives"—so called because their value "derives" from the value of an underlying asset, reference rate or index—may rise or fall more rapidly than other investments. It is possible for a portfolio to lose more than the amount it invested in the derivative. When using derivatives for hedging purposes, the client's overall returns may be reduced if the hedged investment experiences a favorable price movement. In addition, if a portfolio has insufficient cash to meet daily variation margin or payment requirements, it may have to sell securities at a time when it may be disadvantageous to do so. The risks of investing in derivative instruments also include market, leverage, and management risks. Derivatives relating to fixed income markets are especially susceptible to interest rate risk and credit risk. In addition, many types of swaps and other derivatives may be subject to liquidity risk, counterparty risk, credit risk and mispricing or valuation complexity. Derivatives also involve the risk that changes in the value of a derivative may not correlate as anticipated with the underlying asset, rate, index or overall securities markets, thereby reducing their effectiveness. These derivatives risks are different from, and may be greater than, the risks associated with investing directly in securities and other instruments. Changes in regulation relating to the use of derivatives and related instruments could potentially limit or impact the ability to invest in derivatives, limit the ability to employ certain strategies that use derivatives and/or adversely affect the value of derivatives. • Leverage risk associated with financial instruments: The use of certain financial instruments, including derivatives and other types of transactions used for investment (non-hedging) purposes, and the engagement in certain practices, such as the investment of proceeds received in connection with short sales to increase potential returns may cause a portfolio to be more volatile than if it had not been leveraged. The use of leverage may also accelerate the velocity of losses and can result in losses that exceed the amount originally invested. • Initial public offerings (“IPOs”) risk: The purchase of shares issued in IPOs may expose a portfolio to the risks associated with issuers that have no operating history as public companies, as well as to the risks associated with the sectors of the market in which the issuer operates. The market for IPO shares may be volatile, and share prices of newly-public companies may fluctuate significantly over a short period of time. • Private placement risk: Certain portfolios may hold securities that are neither listed on a stock exchange nor traded OTC, including privately placed securities and limited partnerships. As a result of the absence of a public trading market for these securities, they may be less liquid than publicly traded securities. • Short sales risk: Short sales involve the risk that the client will incur a loss by subsequently buying a security at a higher price than the price at which the client previously sold the security short. This Page 34 of 79  UBS Asset Management (Americas) LLC UBS AM Form ADV Part 2A would occur if the securities lender required the client to deliver the securities the client had borrowed at the commencement of the short sale and the client was unable to either purchase the security at a favorable price or to borrow the security from another securities lender. If this occurs at a time when other short sellers of the security also want to close out their positions, a "short squeeze" can occur. A short squeeze occurs when demand is greater than supply for the security sold short. Moreover, because the loss on a short sale arises from increases in the value of the security sold short, such loss is theoretically unlimited. By contrast, the loss on a long position arises from decreases in the value of the security and therefore is limited by the fact that a security's value cannot drop below zero. The risks associated with short sales increase when the client invests the proceeds received upon the initial sale of the security because the client can suffer losses on both the short position and the long position established with the short sale proceeds. It is possible that the client's securities held long will decline in value at the same time that the value of the securities sold short increases, thereby increasing the potential for loss. • Illiquid securities: Illiquid securities involve the risk that investments may not be readily sold at the desired time or price. Securities that are illiquid, that are not publicly traded and/or for which no market is currently available may be difficult to purchase or sell, which may impact the price or timing of a transaction. An inability to sell securities can adversely affect an account's value or prevent an account from taking advantage of other investment opportunities. Lack of liquidity may cause the value of investments to decline and illiquid investments or investments that trade in lower volumes may be more difficult to value. Certain strategies (e.g., multi-asset portfolios, private equity, real estate, infrastructure, etc.) may invest in illiquid assets. Exposure to an illiquid asset class will be made by purchasing interests in a privately offered pooled investment vehicle ("illiquid asset vehicle"). Investment in an illiquid asset vehicle poses similar risks as direct investments in illiquid securities. In addition, investment in an illiquid asset vehicle will be subject to the terms and conditions of the illiquid asset vehicle’s investment policy and governing documents, which often include provisions that may involve investor lock-in periods, mandatory capital calls, redemption restrictions, infrequent valuation of assets, etc. In addition, investments in illiquid securities or vehicles may normally involve investment in non-marketable securities where there is limited transparency. If obligated to sell an illiquid security prior to an expected maturity date, particularly with an infrastructure investment, it may not be possible to realize fair value. Investments in illiquid securities or vehicles may include restrictions on withdrawal rights and shares may not be freely transferable. A client may not be able to liquidate its investment in the event of an emergency or any other reason. • Investments in pooled investment funds: In lieu of direct investment, certain strategies may invest in one or more pooled investment funds managed by UBS AM or its affiliates ("affiliated funds") or by unaffiliated third party managers ("unaffiliated funds"), including, mutual funds, ETFs, collective investment funds, private funds, offshore funds, private equity funds, real estate funds, etc. A fund’s investments will be made in accordance with the fund’s offering documents (e.g., prospectus, offering memorandum, etc.) and governing instruments. In addition, to the extent a strategy invests in a pooled investment fund, there may be additional risks discussed in the fund’s offering documents or governing instruments which are not discussed in this Brochure. Prior to investing an account in a fund, UBS AM will assess whether it believes the investment is consistent with the client’s investment guidelines as well as applicable law and regulation (e.g., Investment Company Act, ERISA, etc.). A client will generally bear, indirectly, fund investment expenses (e.g., brokerage commissions to execute portfolio trades, etc.) and operating costs (e.g., administration, custody, audit, etc.). When a client’s account invests in an affiliated fund, the client will not normally pay any additional investment management fees to UBS AM in connection with investing in the affiliated fund, unless otherwise agreed upon with the client. When investing in an unaffiliated fund, the client will normally bear, indirectly, fees paid by the fund to its investment manager. Page 35 of 79  UBS Asset Management (Americas) LLC UBS AM Form ADV Part 2A • Investment in ETFs: A fund or mandate’s investment in ETFs may subject a fund or mandate to additional risks than if a fund or mandate would have invested directly in the ETF’s underlying securities. While the risks of owning shares of an ETF generally reflect the risks of owning the underlying securities the ETF is designed to track, lack of liquidity in an ETF can result in its value being more volatile than the underlying portfolio securities. In addition, shares of ETFs typically trade on securities exchanges, which may subject a fund or mandate to the risk that an ETF in which a fund or mandate invests may trade at a premium or discount to its net asset value and that trading an ETF’s shares may be halted if the listing exchange’s officials deem such action appropriate. Also, an ETF may not replicate exactly the performance of the benchmark index it seeks to track for a number of reasons, including transaction costs incurred by the ETF, the temporary unavailability of certain index securities in the secondary market or discrepancies between the ETF and the index with respect to the weighting or number of instruments held by the ETF. In addition, a passively managed ETF would not necessarily sell a security because the issuer of the security was in financial trouble unless the security is removed from the index that the ETF seeks to track. Investing in an ETF may also be more costly than if a fund or mandate had owned the underlying securities directly. A fund or mandate, and indirectly, shareholders of a fund or mandate, bear a proportionate share of the ETF’s expenses, which include management and advisory fees and other expenses. In addition, a fund or mandate will pay brokerage commissions in connection with the purchase and sale of shares of ETFs. • Real estate securities and REITs risk: A portfolio’s performance may be affected by adverse developments in the real estate industry. Real estate values may be affected by a variety of factors, including: local, national or global economic conditions; changes in zoning or other property-related laws; environmental regulations; interest rates; tax and insurance considerations; overbuilding; property taxes and operating expenses; or declining values in a neighborhood. Similarly, a REIT’s performance depends on the types, values, locations and management of the properties it owns. In addition, a REIT may be more susceptible to adverse developments affecting a single project or market segment than a more diversified investment. Loss of status as a qualified REIT under the U.S. federal tax laws could adversely affect the value of a particular REIT or the market for REITs as a whole. Some REITs may have limited diversification, making them more susceptible to adverse developments affecting a single project or market segment than more broadly diversified investments. Also, the performance of a REIT may be affected by its failure to qualify for tax-free pass-through of income, or by the REIT's failure to maintain exemption from registration under the Investment Company Act. • Portfolio turnover risk: High portfolio turnover from frequent trading will increase transaction costs and may increase the portion of a client’s capital gains that are realized for tax purposes in any given year. This, in turn, may increase a client’s taxable distributions in that year. Frequent trading also may increase the portion of a client’s realized capital gains that is considered "short-term" for tax purposes. Shareholders will pay higher taxes on distributions that represent short-term capital gains than they would pay on distributions that represent long-term capital gains. UBS AM does not restrict the frequency of trading in order to limit expenses or the tax effect that its distributions may have on shareholders. • Cybersecurity risk: As the use of technology has become more prevalent in the course of business, a strategy or fund , like other business organizations, has become more susceptible to operational, information security and related risks through breaches in cybersecurity. In general, cybersecurity failures or breaches of a strategy or fund or its service providers or the issuers of securities in which a strategy or fund invests may result from deliberate attacks or unintentional events and may arise from external or internal sources. Cybersecurity breaches may involve unauthorized access to a strategy or fund’s digital information systems (e.g., through "hacking" or malicious software Page 36 of 79  UBS Asset Management (Americas) LLC UBS AM Form ADV Part 2A coding), but may also result from outside attacks such as denial-of-service attacks (i.e., efforts to make network services unavailable to intended users). Cybersecurity failures or breaches affecting a strategy or fund’s investment advisor or any other service providers (including, but not limited to, accountants, custodians, transfer agents and financial intermediaries) have the ability to cause disruptions and impact business operations, potentially resulting in financial losses, interference with a strategy or fund’s ability to calculate its net asset value, impediments to trading, the inability to transact business, destruction to equipment and systems, violations of applicable privacy and other laws, regulatory fines, penalties, reputational damage, reimbursement or other compensation costs, and/or additional compliance costs. In addition, substantial costs may be incurred in order to prevent any cybersecurity breaches in the future. While the UBS AM 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. • 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. • 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. Operating Events/Errors Human error, operational error or failure attributable to UBS AM or a service provider it selects Page 37 of 79  UBS Asset Management (Americas) LLC UBS AM Form ADV Part 2A ("Operating Events/Errors") occasionally may occur in connection with the management of funds and client accounts. UBS AM 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. UBS AM will reimburse client accounts for direct and actual losses, including interest if required by law, incurred as a result of Operating Events/Errors it causes as soon as reasonably practicable, and client accounts will generally retain any net gain that resulted from an Operating Event/Error. Senior management, in conjunction with 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. Page 38 of 79  UBS Asset Management (Americas) LLC UBS AM Form ADV Part 2A Item 9: Disciplinary Information 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 policies 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 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 Page 39 of 79  UBS Asset Management (Americas) LLC UBS AM Form ADV Part 2A 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 additions, such actions may require UBS AMA LLC to seek exemptive or other relief from the SEC or other regulators to permit it to continue to conduct 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. Page 40 of 79  UBS Asset Management (Americas) LLC UBS AM Form ADV Part 2A Item 10: Other Financial Industry Activities and Affiliations Overview This section of the Brochure contains information about our financial industry activities and affiliations. We provide information about the material relationships and arrangements we have with advisory affiliates or any persons under common control with UBS AMA LLC, including broker-dealers, investment companies and other pooled vehicles, affiliated investments advisers, financial planners, banking institutions and other similar entities. We identify if any of these relationships or arrangements creates a material conflict of interests with clients, and discuss how we address these conflicts. Broker-Dealer registration UBS AMA LLC is not registered as a broker-dealer. One of its 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 (“FCMs”), 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 AN 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 CFTE 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 business with UBS and certain of its affiliates. UBS AMA LLC may also have arrangements to purchase certain investment advisory, brokerage and Page 41 of 79  UBS Asset Management (Americas) LLC UBS AM Form ADV Part 2A 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 AMA LLC are broker-dealers registered in the United States: UBS Securities LLC; UBS Financial Services Inc.; UBS Asset Management (US) Inc.; UBS Fund Services (USA) LLC. 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. 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 Page 42 of 79  UBS Asset Management (Americas) LLC UBS AM Form ADV Part 2A 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 effected consistent with the requirements and conditions of Rule 17a-7 under the Investment Company Act. UBS AMA LLC may also effect "cross" transactions between client accounts in which we will cause one client to purchase securities 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-end or closed end investment companies registered under the Investment Company Act to qualifying investors: – The UBS Funds Page 43 of 79  UBS Asset Management (Americas) LLC UBS AM Form ADV Part 2A – PACE Select Advisors Trust. Please note that in most cases, various sub-advisers manage the investment portfolios of the funds under PACE Select Advisors Trust. – Master Trust. Please note that interests in Master Trust are issued solely in private placements transactions that do not involve a "public offering" within the meaning of Section 4(2) of the Securities Act of 1933. Investments in Master Trust may only be made by "accredited investors" within the meaning of Regulation D under the Securities Act of 1933. – SMA Relationship Trust – UBS Investment Trust – UBS Series Funds – UGA A&Q Funds – A&Q Multi-Strategy Fund, A&Q Technology Fund LLC, A&Q Long/Short Strategies 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 and Farmland are also SEC-registered investment advisers in the division. UBS AMA LLC presents multi-asset class marketing materials to certain prospective clients that may include materials for RE and Farmland, along with strategy or fund information related to various UBS AMA LLC products or services, in the same presentation. Such presentations would contain both GIPS compliant and non-GIPS compliant materials. In addition, UBS Asset Management division includes various "Participating Affiliates" operating outside the United States that provide investment management services. UBS AMA LLC may, in its discretion, 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 AMA LLC client accounts. Such advisory affiliates include, but are not limited to: Page 44 of 79  UBS Asset Management (Americas) LLC UBS AM Form ADV Part 2A – 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. Page 45 of 79  UBS Asset Management (Americas) LLC UBS AM Form ADV Part 2A • 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 a variety of financial services activities. In the regular course of business, UBS Group and its affiliates may engage in activities where their interests or the interests of their clients conflict with the interests of UBS AMA LLC’s clients. The potential conflicts of interest that may arise due to the broad spectrum of activities engaged in by UBS Group, UBS AMA LLC and its affiliates are described in detail in the 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; a client of UBS AMA LLC may hold a different class of securities of the same issuer than (v) Page 46 of 79  UBS Asset Management (Americas) LLC UBS AM Form ADV Part 2A 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 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, Page 47 of 79  UBS Asset Management (Americas) LLC UBS AM Form ADV Part 2A 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. Page 48 of 79  UBS Asset Management (Americas) LLC UBS AM Form ADV Part 2A Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Trading Overview This section of the Brochure contains a summary of our Code of Ethics. We also describe circumstances where we may recommend, buy or sell securities for client accounts in which we (or a related person) may have a material financial interest. This description includes information on the conflicts of interests that may arise and how we address these conflicts. Code of Ethics: Proprietary and employee securities transactions UBS AMA LLC has adopted a Code of Ethics ("Code") designed to meet the requirements of Rule 204A- 1 of the Advisers Act and 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 UBS AMA LLC may buy or sell securities for his or her personal account portfolio(s) where their investment decision is a result of information received as a result of his or her employment unless the information is also available to the investing public; 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 restrictions generally do not apply to accounts in which an Page 49 of 79  UBS Asset Management (Americas) LLC UBS AM Form ADV Part 2A 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 member 2 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 the 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 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 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. Page 50 of 79  UBS Asset Management (Americas) LLC UBS AM Form ADV Part 2A 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. Underwritings In conformance with clients’ investment objectives and subject to compliance with applicable law, UBS AMA LLC may purchase securities for client accounts during an underwriting or other offering of securities in which an affiliated broker-dealer acts as a manager, co-manager, underwriter or placement agent, or receives a benefit in the form of management, underwriting, or other fees paid to members of an underwriting syndicate. Affiliates of ours may act in other capacities in such offerings for which a fee, compensation, or other benefit will be received. From time to time, our affiliates will be current investors in, or lenders to, companies engaged in an offering of securities which we may purchase on behalf of clients, and the proceeds of such purchases may be used to pay off or retire the interests of our affiliates. Such purchases may provide a direct or indirect benefit to our affiliates acting as a selling Page 51 of 79  UBS Asset Management (Americas) LLC UBS AM Form ADV Part 2A shareholder, through the return of capital or otherwise. UBS AMA LLC may also participate in structured fixed income offerings of securities in which a related person may serve as trustee, depositor, originator, service agent or other service provider in which fees will be paid to such related person. Further, a related person may act as originator and/or servicing agent of loans or receivables for a structured fixed income offering in which we may invest client assets. Participation in such offering may directly or indirectly relieve obligations of related persons. For clients subject to ERISA, such investments will be made in accordance with the terms of applicable prohibited transaction exemptions. Investments in funds When permitted by applicable law and the client's investment guidelines, and when considered by UBS AMA LLC to be in the best interests of a client, we may recommend to clients and we may invest assets of client accounts in various closed-end and open-end investment companies, collective investment trusts and other pooled investment funds managed by UBS AMA LLC or an affiliate. UBS AMA LLC may or may not receive compensation for such services from the funds. Absent disclosure and client consent to paying fees at both levels, we will generally waive our management fee with respect to assets so invested to the extent of the compensation we or our affiliates receive for investment advisory services rendered with respect to such pooled investment vehicles; however, clients will pay custody, administration, audit and other fund fees and expenses in connection with such investments. UBS AMA LLC, on behalf of clients, may invest in private equity offerings in which an advisory affiliate and/or related person may also invest. With respect to such investments, our advisory affiliates and/or related persons may buy and sell at times and prices which may be more or less favorable than prices paid or received by our clients. Model programs UBS AMA LLC may have interests that conflict with the interests of investors investing in a Model Portfolio pursuant to a Model Program. For example, UBS AMA LLC and our affiliates receive asset- based and other fees for providing advisory and other services to mutual funds that we manage, including those mutual funds that we may select to form a part of a Model Portfolio. Thus, we have an incentive to include such mutual funds in any Model Portfolio we create. The advisory and other fees charged by such mutual funds will be indirectly borne by investors in the Model Portfolios and are in addition to any fees charged by the Program and Program Sponsor. In addition, to the extent the profitability of a particular mutual fund or other product is greater than the profitability of another product, we will have an incentive to include the most profitable product in the Model Portfolio. Model Program Sponsors may also pay UBS AMA LLC for our services in connection with furnishing the Model Portfolios. To the extent that our profitability earned for services in connection with one Model Program or Model Portfolio is higher than the profitability earned for another Model Program or Model Portfolio, we will have an incentive to devote more resources to the more profitable Model Program or Model Portfolio. Wrap fee programs In certain wrap fee programs, such as UBS-CAP, UBS AMA LLC may have authority to create and actively- manage investment portfolios on behalf of UBS Financial Services clients that are designed to invest across a wide array of assets, including investments in traditional and alternative investment strategies. These investments may include SMA strategies, mutual funds, ETFs and alternative investment strategies. These products may be managed by third-party managers or by UBS AMA LLC (including affiliates of UBS AMA LLC). Page 52 of 79  UBS Asset Management (Americas) LLC UBS AM Form ADV Part 2A UBS AMA LLC may receive a premium services investment management fee that is billed directly by UBS Financial Services to clients depending on the types of strategies utilized. Similarly, UBS AMA LLC and our affiliates may receive asset-based and performance-based fees for providing advisory and other services to certain SMA strategies, mutual funds and alternatives investment strategies. This creates an incentive for UBS AMA LLC to invest clients in SMAs, mutual funds and alternative investment strategies managed by UBS AMA LLC and its affiliates rather than third party funds, which may have lower management fees than products managed by UBS AMA LLC and its affiliates. Page 53 of 79  UBS Asset Management (Americas) LLC UBS AM Form ADV Part 2A Item 12: Brokerage Practices 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. Arrangements to receive brokerage and services from brokers are often referred to as “soft dollars,” "client commission arrangements or "commission sharing arrangements" (“CSAs”) (collectively referred to as “CCAs“ in this Brochure). Clients may request that we direct commissions for their accounts to specific brokers, and we discuss our practices with respect to directed brokerage. In addition, we discuss the aggregation and allocation of orders. Selection of brokers and dealers and commission rates UBS AM has a fiduciary duty to its clients to seek best execution when effecting transactions on behalf of clients. In executing, placing or transmitting orders for its clients, UBS AM seeks to obtain best execution by taking all sufficient or reasonable steps, as applicable, to obtain the best possible results, and taking into consideration execution criteria, execution factors, execution venues, research, and where applicable, counterparty selection, in addition to any other relevant factors. In the course of executing client transactions, when we believe it is in the best interest of our clients, we may utilize the execution services of a counterparty (including a related person) rather than trading directly with a market maker for certain financial instruments. These approaches bear different costs that we take into consideration as part of our execution strategy in the best interest of our clients. UBS AM will seek to select broker-dealers (which may include its affiliates) and other trading counterparties on the basis of consideration of various factors, including, without limitation, the characteristics of the portfolio, including portfolio investment guidelines/restrictions and regulations that may affect how orders are placed for the client; the characteristics of the order; the characteristics of the financial instruments that are the subject of that order; the characteristics of the counterparty selected to execute the order; and research or brokerage services provided by the counterparty. The use of affiliated brokers creates certain conflicts of interests, including the fact that the affiliate and certain of its employees may receive additional compensation based on the commissions charged and the number of trades in the account. In determining which broker-dealer may provide best execution for a particular transaction or series of transactions, UBS AM also considers execution factors which include, without limitation: the price of execution and depth of quote; costs associated with execution (for example, expenses incurred by the client including execution, clearing and settlement fees and any other fees paid to a counterparty or third party involved in the execution of the order); speed of execution; size; nature of the order; the likelihood of execution; the likelihood of settlement; liquidity profile; and any other consideration relevant to the execution of an order. In addition, we may consider the capability to execute difficult trades (possible market impact, size of the order and market liquidity); commitment of capital; opportunity for block transactions; access to IPOs and other new issues; confidentiality; clearance and settlement; responsiveness; access to markets; and financial stability. This means that a broker-dealer offering the most favorable commission or spread may not be selected to execute a particular transaction. We will seek to negotiate favorable commissions and spreads on all transactions (other than client-directed brokerage). Trades for actively-managed clients may be placed at either full service or execution-only commission rates while trades for certain clients (e.g., passively- managed, MiFID II, et al.) are placed only at execution-only rates. We will determine the overall reasonableness of the brokerage commissions and other transaction costs Page 54 of 79  UBS Asset Management (Americas) LLC UBS AM Form ADV Part 2A on client transactions by taking into account various factors, including, but not limited to, the following: current market conditions; size and timing of the order; depth of the market; per share price; difficulty of execution; the time taken to conclude the transaction; the extent of the broker-dealer’s commitment, if any, of its own capital; and the amount involved in the transaction. In the course of executing client transactions and when in the best interests of our clients, we may utilize the execution services of a broker (including a related person) other than the market-maker for certain over-the-counter securities transactions. As a result, clients may be charged a commission as well as an undisclosed mark-up or markdown on such transactions. UBS AM will coordinate portfolio management and trading activities among our clients and our advisory affiliates when such coordination is believed to be in the best interest of clients. Such transactions will be executed through one of our trading desks in accordance with our current trading policy and procedures, including the following: trade allocations; purchase of new issues; cross-trading; directed brokerage; and research or services. Indications of interest of new issues will be aggregated for clients of ours and our advisory affiliates in accordance with UBS AM’s allocation policy. From time to time, UBS AM has implemented trade order volume controls for clients of related persons and for advised wrap programs that received our Model Portfolio information in order to minimize potential market impact execution costs of trading the same securities outside of our trading desk. In the course of monitoring such trading activities, UBS AM attempts to objectively ensure that all clients, as well as clients of advisory affiliates and related persons, are treated equitably. Where UBS AM has not assumed discretionary investment authority, we will typically make periodic investment recommendations and provide our research and analysis supporting such recommendations to our clients involving securities to be purchased or sold, including the amounts of such purchase or sale. In adopting our recommendation, a client may execute the transaction directly or may request UBS AM, as an accommodation, to place the orders for the purchase or sale of the securities recommended. In such cases, we will either determine the executing broker or a client may direct that such transaction be effected through a particular broker. These non-discretionary client accounts typically will not receive a recommendation or allocation to initial or secondary public offerings which are generally allocated by underwriters based on trading volumes generated by UBS AM’s discretionary clients. UBS AM uses various institutional delivery systems for trade confirmation and settlement including, but not limited to, the Depository Trust & Clearing Corporation, Options Clearing Corporation, Chicago Mercantile Exchange, Canadian Depository for Securities Limited, Brazilian Clearing and Depository Corporation, Hong Kong Exchanges and Clearing Limited, Singapore Exchange Limited, Tokyo Stock Exchange, Clearnet SBF SA, Eurex Clearing AG, London Clearing House, Euroclear and Clearstream (Deutsche Borse Group). Research and brokerage services ("CCAs") While we select brokers primarily on the basis of their execution capabilities, UBS AM may cause a client to pay a commission to brokers or dealers for effecting a transaction in excess of the amount another broker or dealer would have charged for effecting that same transaction in exchange for certain research and brokerage services. Although the use of client brokerage commissions to obtain research or other products or services inherently benefits UBS AM because we do not have to produce or pay for the research, products, or services, this approach is only used when we have determined in good faith that the commission is reasonable in relation to the value of the execution, brokerage and/or research services ("soft dollar benefits") provided by the broker. Research services provided to UBS AM by brokers pursuant to CCAs are reviewed to ensure that they meet the standards of Section 28(e) of the Securities Exchange Act of 1934, as amended ("Section 28(e)"). Research provided to UBS AM by broker-dealers may be proprietary research created or developed by an affiliated broker-dealer or may be third party research created or developed by a third Page 55 of 79  UBS Asset Management (Americas) LLC UBS AM Form ADV Part 2A party. Research services are either provided directly by affiliated broker-dealers or generated by third parties and provided by a brokerage firm through a CSA. Our CCAs for the receipt of research services from brokers may create conflicts of interests, in that we have an incentive to choose a broker or dealer that provides research services instead of one that charges a lower commission rate but does not provide any research. We follow certain procedures to execute client transactions with a particular broker-dealer in return for soft dollar benefits we receive. UBS AM and our advisory affiliates utilize a common portfolio and trading platform for our clients. Certain investment professionals and other employees of UBS AM are officers of advisory affiliates and related persons, and may provide investment advisory services to clients of such affiliated entities. UBS AM’s personnel also provide research and trading support to personnel of certain advisory affiliates. Research-related costs may be shared by advisory affiliates and related persons and may benefit the clients of such advisory affiliates. Since research services are shared among UBS AM and its advisory affiliates, we maintain a global aggregated research commission budget for UBS AM and its CCA- eligible advisory affiliates. Therefore, research services that benefit our clients may be paid for by CCA research commissions generated by clients of our advisory affiliates. Similarly, research services paid for by CCA research commissions generated by our clients may benefit advisory affiliates and their clients. UBS AM does not allocate the relative costs or benefits of research received from brokers or dealers among particular clients because we believe that the research received is, in the aggregate, of assistance in fulfilling our overall responsibilities to our clients. The research may be used in connection with the management of accounts other than those for which trades are executed by the brokers or dealers providing the research. UBS AM may receive a variety of research services and information on many topics, which we can use in connection with our management responsibilities with respect to the various accounts over which we exercise investment discretion or otherwise provide investment advice. These topics include, among others: issuers, industries, securities, economic factors and trends, portfolio strategy, and other information that may affect the U.S. or foreign economies, security prices, or management of the portfolio. For equity transactions, UBS AM negotiates a rate schedule with broker-dealers. This rate schedule includes an execution commission and, for full service trades, a CCA research commission for each equity transaction. For full service trades, the CCA research commission may represent up to 95% of the total commission for an equity transaction. For actively managed equity investment strategies, we maintain a research budget for each strategy and once CCA research commissions for a strategy are in line with the research budget, we may place trades at execution-only rates for accounts in that particular strategy. Thus, trades placed for actively managed equity accounts may be placed at either full service or execution-only rates. For fixed income, currency and derivative transactions, counterparties do not provide UBS AM with third party research services. We believe that any research provided by fixed income, currency and derivative counterparties is incidental to their execution services. UBS AM and its advisory affiliates place trades for certain clients (e.g., passively managed, MiFID II, et al.) at execution-only rates and no CCA research commissions are generated by those trades. Execution- only accounts may pay different amounts than other accounts in connection with the same trade because execution-only accounts do not pay any CCA research commissions. As a result, such clients may not pay a pro rata share of all costs (i.e., research payments) associated with an aggregated order, although such clients will continue to pay the same average security price and execution costs (measured by execution rate). UBS AM and its advisory affiliates may pay for research pertaining to such clients using its own resources. Types of research services received Page 56 of 79  UBS Asset Management (Americas) LLC UBS AM Form ADV Part 2A Research provided to UBS AM by broker-dealers may include the following products/services: research reports (in various formats) on particular companies, industries, sectors, markets (general and specific) and geographic regions; economic surveys and analyses; recommendations as to specific securities; online quotations, news and research services; trade execution, portfolio and risk management systems/software (which may include fees charged by consultants to build and/or maintain such systems); market data services, including alternative data services, pricing services and feeds; and personal meetings with security analysts, economists and investment consultants. Research services are either provided directly by broker-dealers or generated by third parties and provided by a broker through a CCA. All of the above research services then provide assistance to UBS AM in the performance of its investment decision making responsibilities on behalf of its clients. Products and services that we believe do not meet the standards of Section 28(e) are not acquired with client brokeragecommissions. Certain services may be "mixed use", and used for research purposes as well as other purposes, such as compliance or account administration. Payment for these mixed use services is made as follows: the portion allocated to research is paid by broker-dealers through CCA research commissions in accordance with Section 28(e), and the portion not eligible for the Section 28(e) safe harbor is paid by directly UBS AM or its applicable affiliate with the UBS Asset Management division. The ability to determine what amounts are paid by UBS AM or its applicable affiliate with the UBS Asset Management division versus amounts paid by clients through CCA research commissions presents a conflict of interests. To mitigate the conflict, the allocation is determined by our Equities Research Working Group in good faith and based on objective criteria, to the extent available, of the amounts used for research and non-research purposes. Research services received from broker-dealers may be supplemental to our own research efforts and, when utilized, are subject to internal analysis before being incorporated into our investment process. As a practical matter, it would not be possible for UBS AM and its affiliates within the UBS Asset Management division to generate all of the information presently provided by brokers and dealers. UBS AM may receive in-house or proprietary research from dealers that execute trades on a principal basis for our clients. The research received will be of the type described above, excluding third- party research services. Brokerage for client referrals When selecting or recommending broker-dealers, UBS AM does not consider whether it or a related person receives client referrals from a broker-dealer or third party. Client directed brokerage UBS AM does not recommend, request or require that a client provide direction to execute transactions through a specified broker-dealer. However, a client may request that UBS AM direct all or a portion of commissions for their accounts to specified brokers that provide research, commission recapture and other services directly to such client. UBS AM may not be able to freely negotiate commission rates or select brokers on the basis of best available price and most favorable execution for these client directed brokerage transactions. In addition, transactions directed in this manner may not be aggregated for execution with transactions in the same securities for other clients. Where available, we may use "step- out" trade mechanisms to effect client directed brokerage transactions along with aggregated orders that are not directed. A step-out trade allows for execution through one broker-dealer who steps out of a portion of the trade in favor of the client’s directed broker-dealer. The commission is charged by the client’s directed broker or clearing broker and the executing broker-dealer receives no compensation for the portion of the trade that was stepped-out. If UBS AM is not able to arrange for step-out transactions to facilitate client directed brokerage arrangements, we may execute directed transactions after executing transactions in the same security that are not directed to a particular broker-dealer. As a result, clients that have directed brokerage arrangements may pay higher commissions or receive less favorable net prices or may experience sequencing delays than would be the case if UBS AM were Page 57 of 79  UBS Asset Management (Americas) LLC UBS AM Form ADV Part 2A authorized to choose the broker through which to execute transactions for the client’s account. Pursuant to certain of the wrap fee arrangements between UBS AM and the wrap fee Program Sponsors, we have discretion to select brokers or dealers other than the wrap fee Program Sponsors (or their designees) when necessary to fulfill our duty to seek best execution of transactions for client accounts. However, brokerage commissions and other charges for transactions not effected through the wrap fee Program Sponsors (or their designees) may be charged to the client, whereas the wrap fee covers the cost of brokerage commissions and other transaction fees on transactions effected through the wrap fee Program Sponsors (or their designees). For this reason, it is likely that most transactions for such clients will be effected through the Program Sponsors (or their designees). UBS AM is not in a position to negotiate commission rates with the Program Sponsors on behalf of wrap fee clients, or to monitor or evaluate the commission rates being paid by such clients or the nature and quality of the services they obtain from the Program Sponsors. UBS AM and its advisory affiliates endeavor to treat all advisory accounts fairly in the execution of client orders. However, from time to time, wrap fee clients may experience sequencing delays, lost opportunity and market impact costs when executing transactions through the wrap sponsor. A client who participates in the wrap fee program arrangement with the wrap fee Program Sponsors should consider that, depending upon the level of the wrap fee charged by the Program Sponsors, the amount of portfolio activity in the client’s account, the value of custodial and other services which are provided under the arrangement, and other factors, the wrap fee may or may not exceed the aggregate cost of such services if they were to be provided separately. Aggregation and allocation of orders UBS AM may purchase or sell the same security or instruments for more than one client account, including clients of advisory affiliates, simultaneously. These accounts include advisory clients, pooled investment vehicles, partnerships and investment companies for which UBS AM and our related persons act as investment manager, administrator or underwriter, and in which UBS AM and our officers, employees, advisory affiliates and related persons have a financial interest, as well as accounts of pension plans covering our employees and advisory affiliates and seed capital accounts ("Proprietary Accounts"). With respect to equity securities, when appropriate, orders for the same security are aggregated or "batched" to facilitate best execution and to reduce brokerage commissions and other costs. UBS AM effects batched transactions in a manner designed to ensure that no participating client, including any Proprietary Account, is favored over any other client. Specifically, each client and Proprietary Account that participate in a batched transaction will receive the average share price for all the fills in that security on that business day, with respect to that batched order. With respect to equity securities traded through a market or exchange, securities purchased or sold in a batched transaction are allocated on a pro rata basis based on eligible shares, unless certain exceptions noted below apply, to the participating client accounts and Proprietary Accounts in proportion to the value of the initial order based on account size. UBS AM may, however, increase or decrease the amount of securities allocated to a particular account to avoid odd-lot or a small number of shares being allocated to an account. Additionally, if we are unable to fully execute an aggregated order and determine that it would be impractical to allocate a small number of securities among the accounts participating in the transaction on a pro rata basis, we may allocate such securities to less than all of the participating accounts in a manner determined in good faith to be a fair allocation. The accounts not receiving an allocation may be given priority on subsequent trading days in order to catch them up with the remaining accounts. Additional exceptions to a pro rata allocation method are when a client’s total order is small compared to orders for other client accounts being traded. Page 58 of 79  UBS Asset Management (Americas) LLC UBS AM Form ADV Part 2A With respect to fixed income securities, UBS AM seeks to allocate trades on a pro-rata, average price basis. However, due to the limited supply of certain securities and the differing portfolio characteristics among accounts, we will often allocate fixed income securities using a method other than pro-rata, based upon pre-determined criteria, such as duration or credit quality. We make these allocations in good faith with the goal of ensuring that a fair and equitable allocation will occur over time. In addition, accounts with a specialized investment strategy and/or mandate may receive priority in the allocation process with respect to certain securities. IPOs, secondaries and new offerings will generally be allocated among eligible clients on a pro rata basis. To the extent shares available in an IPO or new issue are not sufficient to allocate on a pro rata basis in a manner that would be meaningful for clients, the shares may be allocated in another manner determined in good faith to be a fair allocation. Additionally, IPOs may be allocated based on the objectives and guidelines of the particular accounts, the trading volume attributable to each model strategy with the broker from which the IPO opportunity arises, the size of the orders placed on behalf of each model strategy, the length of time the security is likely to be held within a particular strategy and the assets under management in a particular model strategy. IPOs and secondaries typically are not purchased for wrap account clients or for non-discretionary clients. Certain clients may be ineligible to participate in an IPO or secondary offering due to legal or regulatory restrictions. UBS AM may place separate batched orders for the same security for full service commission trades and execution-only trades. As a result, clients in one batched transaction may pay a different security price and different transaction costs than clients in the other batched transaction. Instead of placing separate batched orders for full service and execution-only trades, UBS AM may also aggregate orders for full service commission trades with execution-only trades. To ensure that such orders are aggregated and allocated in a fair and reasonable manner that will not systematically disadvantage any client: (i) each account in the aggregated order will pay the average price for the security and the same cost of execution (measured by rate); (ii) the payment for research in connection with the aggregated order will be consistent with each applicable jurisdiction’s regulatory requirements and disclosures to clients; and (iii) subsequent allocation of such trade will conform to UBS AM’s allocation statement or UBS AM’s allocation procedures. In some instances, the procedures described above may adversely affect the size of the position or the price paid or received by the client, as compared with the position size or price that would have been received had no aggregation occurred. Conversely, clients that direct brokerage to particular broker- dealers may be precluded from batched orders to the extent necessary to comply with client's directions and thus may not benefit from aggregated orders. UBS AM will also allocate trades for the same security on behalf of multiple accounts on a basis other than pro rata when necessary due to differing levels of liquidity in client accounts. This may occur when sales required to raise liquidity for purchases are completed at different times for each account, when trades are required as a result of asset allocation changes, based on the investment objectives of accounts, and when a client is making a contribution to or withdrawal from its account. While we may effect trades in these circumstances prior to trading for other accounts, we will seek to ensure that all allocations are fair and equitable over time. Although UBS AM may believe that it is both desirable and suitable for a particular security or other investment be purchased or sold for the account of more than one client, there may be instances when there is a limited supply or demand for that security or investment. In these instances, we generally allocate the opportunity to purchase or sell that security or investment among client accounts according to client needs and objectives. While we seek to assure fair and equitable treatment over time, there can be no assurance of equality of treatment among all clients or that any one investment will be proportionally allocated among clients according to any particular or predetermined standards or criteria. Page 59 of 79  UBS Asset Management (Americas) LLC UBS AM Form ADV Part 2A UBS AM provides investment advisory services to some accounts over which we do not have investment discretion including affiliated and third party model based programs ("Non-Discretionary Accounts"). Non- Discretionary Accounts will typically be notified of recommended changes to a model simultaneously with the accounts over which we have investment discretion, ("Discretionary Accounts"). However, UBS AM may determine in its sole discretion to place transactions of our Discretionary Accounts ahead of Non- Discretionary accounts based on a number of factors, including size of the overall trade, a particular broker- dealer’s commitment of capital, liquidity, subscription and redemption activity, conditions of the market (such as volatility, market dislocation / disruption), or confidentiality. In those events, the Non-Discretionary accounts may or may not receive executions as favorable as those received by our Discretionary Accounts because of the delay. When we decide to place Discretionary Accounts ahead of Non-Discretionary Accounts, we will make a good faith effort to notify Non-Discretionary accounts of the model changes promptly after discretionary trading is completed. Even though UBS AM may provide our recommended changes to a model simultaneously to Non- Discretionary Account and Discretionary Accounts, UBS AM may have already commenced trading before the manager of a Non-Discretionary Account has received or had the opportunity to fully evaluate or to act on our recommendations. In this circumstance, trades ultimately placed by a manager of a Non-Discretionary Account may be subject to price movements, particularly with large orders or where the securities are thinly traded, which may result in the Non-Discretionary Account receiving prices that are less favorable than the prices obtained by UBS AM for its Discretionary Accounts. On the other hand, a manager of a Non-Discretionary Account may initiate trading based on our recommendations before or at the same time UBS AM is also trading for its Discretionary Accounts. Particularly with large orders where the securities are thinly traded, this could result in UBS AM‘s Discretionary Accounts receiving prices that are less favorable than prices that might otherwise have been obtained absent the other manager’s trading activity. Because UBS AM does not control a manager’s execution of transactions for Non-Discretionary accounts, UBS AM cannot control the market impact of such transactions. However, UBS AM believes that all accounts will have the same long-term opportunity for substantially similar performance. UBS AM may have investment management discretion over accounts where we receive a model from a third party investment adviser. In these instances, the third party investment adviser will follow their trading policies regarding the sequencing of orders for model programs, including the timing of delivery of the model. UBS AM may or may not receive information regarding the model simultaneously with other accounts of the third party manager. As a result, UBS AM may not receive executions as favorable as those accounts managed by the third party manager. From time to time, UBS AM may reallocate securities from one client account to a second client account in order to correct an error. Such reallocations may only be effected with prior approval of our Compliance department. UBS AM will only make the reallocation prior to settlement of the trade, and only if the reallocation represents a legitimate investment decision on behalf of each account involved. UBS AM will trade for an account only when an account is deemed in "good order". Good order is defined as an "account available for trading when the following conditions have been met: (i) all portfolio positions have been confirmed for CUSIP and lot size (i.e., coupon payments, full-partial calls and redemptions reviewed and reflected); (ii) all portfolio securities are priced for the day of trading; (iii) all portfolio securities cost bases are accurate; (iv) all requested portfolio cash withdrawals/deposits are confirmed and reflected; (v) all portfolio termination requests are confirmed/reflected; (vi) changes and alternations in portfolio coding and restrictions are up-to-date; and (vii) new portfolios containing securities have all securities properly coded for inherited process. Market conditions, technology failures, illiquid securities, securities with limited redemption schedules, trading volumes, and orderly purchase and redemption procedures may cause a Page 60 of 79  UBS Asset Management (Americas) LLC UBS AM Form ADV Part 2A delay in the account being deemed in good order. Processing dates of account information may be adjusted to ensure accurate reviews of account information. Other affiliated transactions UBS AM may designate any broker or dealer to receive selling concessions, discounts or other allowances or may otherwise deal with any broker or dealer in connection with the acquisition of securities in underwritings. To the extent an affiliate is a participating underwriter in a syndicate, the affiliate may receive an indirect benefit from the purchase of shares by client accounts. UBS AM will not cause client accounts to purchase shares of securities in an underwriting directly from an affiliate. Purchases in an underwriting syndicate for clients who are subject to ERISA or the Investment Company Act will be made in compliance with the terms of Prohibited Transaction Exemption 75-1, or other applicable exemption, and Rule 10f-3 under the Investment Company Act, respectively. Page 61 of 79  UBS Asset Management (Americas) LLC UBS AM Form ADV Part 2A Item 13: Review of Accounts Overview This section of the Brochure describes our process for reviewing client accounts. We also describe the types of reports we provide to clients. Account review procedures Before an Institutional account is officially opened and trading begins, client guidelines are reviewed and are distributed in a pre-funding meeting attended by the legal, compliance, client servicing (or relationship management team), operations, investment, and trading groups. Following an account funding, revisions or changes to guidelines are communicated and reviewed with the same groups prior to implementation. Transactions reviews for Active Equity, Active Fixed Income, Active Multi-Asset and Portfolio Engineering & Trading The Active Equities management team monitors the portfolio risk exposures and characteristics of all of the active equities strategies managed on UBS AM's platform. In addition, the Active Equities management team formally conducts regular deep-dive reviews centered on investment processes in a setting called the Investment Process Forum. The objective of the Forum is to ensure portfolio managers are true to their stated investment processes and to fortify the culture of continual introspection and process refinement. The Active Fixed Income Investment Forum meets at least quarterly to discuss and establish key strategic global views. This Forum reviews markets and establishes key macro themes and risks. They also forecast market factors and identify investment ideas for their asset class. The Forum then disseminates these views to the various portfolio management teams. The Quarterly Performance Review Forum also reviews the performance of the fixed income strategies. The Active Multi-Asset ("AMA") Investment Committee is the formal forum for monitoring of markets, tactical asset allocation decision making, and evaluation of new investment proposals. In addition, there is a Risk and Performance Forum holds formal portfolio review meetings where the portfolio management teams are assessed on various factors, including portfolio performance relative to their return objectives, and risk positioning of the portfolio versus the respective risk budget. On a portfolio level, each institutional account has one or more assigned portfolio managers that are responsible for portfolio construction. The portfolio managers work with the clients to formulate the investment policies for each institutional account. The portfolio managers make decisions on the purchase, sale or retention of the assets held in client accounts in accordance with these investment policies. The Portfolio Engineering & Trading’s Index Equity and Index Fixed Income teams monitor portfolio tracking error and risk exposure and characteristics relative to the index and on a daily basis. All index and rules-based portfolios are subject to the independent monitoring of the independent Risk Control team. Risk Control is mandated with providing independent monitoring of the effectiveness of risk management and oversees risk-taking activities. Passive Risk meetings for equities and fixed income take place on a quarterly basis and include representatives from Risk Control and the investment team, with ad hoc meetings taking place as required. Risk meetings for systematic equity strategies are held on a bi-monthly basis. Examples of topics covered include adherence to ex-ante tracking error limits, liquidity risk and credit risk. Within Portfolio Engineering & Trading, the SMA Overlay & Implementation Group is responsible for the implementation, trade execution, rebalancing for all discretionary portfolios. This will include new purchases, liquidations, contributions, withdrawals and terminations. The SMA Overlay & Page 62 of 79  UBS Asset Management (Americas) LLC UBS AM Form ADV Part 2A Implementation Group is also responsible for monitoring each client account to confirm that it is within established tolerances regarding asset allocation. Transactions are executed by portfolio managers or order placement specialists, and confirmations for all trades in client accounts are reviewed daily. Transaction details may be sent to the client or the custodian daily. Transaction details are also reconciled to the report of the trustee or custodian by an account administrator monthly. UBS AM currently has various manual and automated pre- and post-trade monitoring processes and systems in place. For different clients or groups of clients, we may use different screening tools for monitoring restrictions and client guidelines. Therefore, clients that impose similar restrictions may or may not have similar portfolios. In addition to the account review processes described above, our client servicing, compliance, legal, and investment teams conduct regular and periodic reviews of client accounts, including review of portfolio holdings, legal documentation and restrictions, Know Your Customer documentation and other client information (e.g., Qualified Institutional Buyer status under Rule 144A, restricted person status under FINRA Rules 5130/5131, etc.), authorized signers lists, investment guidelines, fees and billing cycle, reporting and performance, and such other matters as UBS AM deems appropriate. The supervised persons who conduct these reviews may include client service managers, portfolio managers, in-house legal counsels, compliance officers, and portfolio managers. Finally, wrap accounts are serviced by their Financial Advisors, who are informed on an ongoing basis of their client account transactions, holdings and performance. Transactions reviews for Partnership Solutions Managed Account Solutions Investment Committee ("MAS-IC"). MAS-IC is responsible for the approval of the security selection, portfolio construction as well as ongoing evaluation and monitoring of the UBS AM strategies within UBS House View and Systematic Allocation Portfolio ("SAP") portfolio suites, and all UBS AM strategies offered through Advice Portfolio Program ("UBS Advice"). The MAS-IC reviews the asset allocation weights recommended by the CIO, and, in consideration of the various model investment mandates, evaluate the applicability of the recommended strategic and/or tactical asset allocations. The MAS-IC also takes into consideration the levels of risk taken within each portfolio as it relates to compliance within the risk bands for a given risk profile. Model allocations are also reviewed to determine the practical implementation of trades and positions within client accounts. Valuation reviews UBS AM has engaged the services of third-party pricing vendors to provide prices/values for securities/assets held in client accounts. From time-to-time additional sources such as broker quotes or market prices are also used. Portfolio managers are primarily responsible for monitoring the pricing and liquidity of securities/assets held in client accounts, and UBS AM has implemented various procedures that it believes are reasonably designed to monitor and identify illiquid and/or stale priced securities/assets. If a portfolio manager questions the pricing of a security, he/she is required to contact UBS AM’s Global Valuation Committee, which is composed of personnel from the investment, market risk control, fund accounting and operations areas of UBS AM. If the Valuation Committee agrees that the primary and secondary pricing sources are not accurate, the Committee will implement a fair value methodology (such as model or matrix pricing) to value the security using all information available to it, including input from the portfolio manager. Individual securities or sectors of securities may be fair valued in response to issuer specific or market events. Page 63 of 79  UBS Asset Management (Americas) LLC UBS AM Form ADV Part 2A In addition, the Valuation Committee may engage a third- party vendor to provide fair value pricing factors for all foreign equity securities and certain foreign equity futures held by certain pooled funds managed by UBS AM. These pricing factors are used to adjust the prices of securities held by the pooled funds to prevent market timing or arbitrage opportunities based on the movement of various markets around the world. The fair valuation of securities held in client accounts may result in instances where a security held in one account is priced at a different level than the same security held in another account. UBS AM has implemented various procedures reasonably designed to monitor and identify illiquid and stale priced securities. Any significant pricing or valuation issues identified are brought to UBS AM's global valuation committee for consideration. Valuation procedures will vary for infrastructure assets based on the region. Client reporting There is a considerable variation in the number of accounts assigned to different portfolio managers, client relationship managers and client service managers. These depend on such factors as the type of account, the amount of assets under management, the nature of the investment goals, objectives and the location of the client. The nature and frequency of reporting to clients will vary depending upon several factors, including the investment program chosen by the client, the needs of the client, and the terms of the contract and other discussions between the client and UBS AM. Typically, clients and/or their custodian banks and /or third party service providers are regularly furnished with trade confirmations (from the executing broker), written portfolio appraisal reports and summaries, written purchase and sales reports and written performance reviews with respect to their investment advisory accounts. All reports (other than trade confirmations) are sent on either a monthly, quarterly or semi-annual basis, depending on the client’s needs. Reports for wrap clients are typically sent by the wrap fee Program Sponsor. Portfolio appraisal reports and summaries generally classify the securities in a client portfolio by industry, cost, market value, respective percentages of the total portfolio, current yield, and market value. Transaction summaries are furnished monthly or quarterly as the client requests. The monthly summaries show the activity in any one account and include the security, the number of shares of each security traded, costs, proceeds from sales, current market value and realized gains or losses. This information is recapped on a quarterly basis when agreed upon with the client. Performance reviews usually contain information as to the market value of the total portfolio, contributions and withdrawals, rate of return and comparisons to various published indices. These reviews generally reflect this information by month, by quarter and by year and rate of return since the inception of the account. At the client’s request, a cumulative monthly statement may also be provided, setting forth the commissions paid by the account on all equity transactions since the beginning of the calendar year in terms of total dollars and cents per share. UBS AM encourages frequent reviews with clients, particularly early in the relationship. Generally, we meet with each institutional client on a periodic basis, such as quarterly, semi- annually or annually, in order to review investment strategy, performance and administrative matters. Although we typically do not hold formal periodic meetings with clients investing in wrap programs in Page 64 of 79  UBS Asset Management (Americas) LLC UBS AM Form ADV Part 2A which we are a participating manager, we will make personnel available upon request to respond to questions from a client's financial adviser about the investments made in his/her account. Page 65 of 79  UBS Asset Management (Americas) LLC UBS AM Form ADV Part 2A Item 14: Client Referrals and Other Compensation Overview This section of the Brochure describes our process for client referrals and related compensation arrangements. Client referrals Affiliated or unaffiliated persons ("promoters") may, from time to time, refer, solicit, or introduce clients to UBS AM or investors in private funds advised by UBS AM. UBS AM may compensate certain promoters consistent with the requirements of applicable law and regulation, including the Advisers Act as well as applicable state/local laws and regulations. We may pay a promoter a recurring fee, a one-time fee or a portion of the advisory fees or revenues that we earn for managing client or investor assets referred to us by the promoter. The costs of such referral fees are typically paid entirely by UBS AM and do not result in any additional charges to the client or investor. However, certain referral arrangements may result in additional costs to a client or investor in addition to UBS AM's advisory fee. In such instances, UBS AM 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. UBS AM 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 AM 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. UBS AM employees may occasionally refer clients to our affiliates and may be compensated by such affiliates, consistent with the requirements of applicable law and regulation. Where we have the discretion to allocate client assets we are managing to an affiliate for management as a sub-adviser, we will not receive any referral fees as a result of such allocation. Clients may also retain their own consultants to whom they pay fees directly. UBS AM and its affiliates may, from time to time, retain these consultants and pay them fees for various services provided to UBS AM such as pension consulting, market data, educational conferences, or, separate research projects. Consultants performing due diligence on UBS AM’s investment processes may occasionally attend internal investment strategy meetings, provided that the consultant has executed a confidentiality agreement prior to attending the meetings. Page 66 of 79  UBS Asset Management (Americas) LLC UBS AM Form ADV Part 2A Item 15: Custody 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"). UBS AM provides periodic account statements via our UBS AM 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 UBS AM with those received from their qualified custodian, and should promptly notify UBS AM and their qualified custodian if any discrepancies are identified. Page 67 of 79  UBS Asset Management (Americas) LLC UBS AM Form ADV Part 2A Item 16: Investment Discretion Overview This section of the Brochure describes our discretionary arrangements when providing investment advisory services to clients. Discretionary authority UBS AM offers both discretionary (clients who have authorized UBS AM to execute transactions for their accounts without prior approval) and non-discretionary (clients who require that transactions be either traded by or authorized by them in advance) investment management services. In either circumstance, clients may limit or prohibit UBS AM from engaging in certain transactions due to asset allocation ranges, restrictions on the purchase of particular classes of securities or specific issuers, or other investment factors or account requirements. In addition, clients may further limit our authority by requiring that all or a portion of the client’s transactions be executed through client’s designated broker- dealer ("client directed brokerage"). Before UBS AM will assume discretionary authority for a client, the client and UBS AM must enter into an investment management agreement granting us authority to execute trades for the client. Page 68 of 79  UBS Asset Management (Americas) LLC UBS AM Form ADV Part 2A Item 17: Voting Client Securities Overview This section of the Brochure describes our proxy voting policies and procedures. UBS AM believes that the consideration of material ESG factors within the investment decision process can protect and enhance the value of our clients' investments, and lead to better investment decisions, adding value to portfolios within the same risk/return profile. We believe effective stewardship is a core part of our responsibility to manage client assets in a way that achieves their stated investment objectives. In this regard, in addition to being signatories to the UN Principles for Responsible Investment, we are also signatories to codes of best practice in respect of investor stewardship in Hong Kong, Japan, Singapore, Taiwan and the UK. We adhere to the principles of the Swiss Stewardship code and ICGN Global Stewardship Principles. We believe that engaging with investee companies enables us to identify longer-term issues that drive company value and contribute to the success of the investment over time. Our engagement with companies and issuers may cover a wide range of topics, related to material matters including business strategy, corporate governance, and longer-term sustainability factors that have an impact on company performance. Where relevant this may include issues such as climate change, environmental management and human capital. We aim to be engaged shareholders and encourage companies to have strong and effective governance and a high standard of corporate behavior. These efforts involve reaching out to both executive and, ideally, non-executive, board members in order to understand the company’s strategy and to provide our feedback on which measures can be taken to enhance long-term value and mitigate risk, when deemed necessary from an investment perspective. Proxy voting policies Unless clients have reserved voting rights to themselves, UBS AM will direct the voting of proxies on securities held in client accounts. Our proxy voting policy is based on our belief that voting rights have economic value and must be treated accordingly. Where clients of UBS AM have delegated to us the discretion to exercise the voting rights for shares they beneficially own, we have a fiduciary duty to vote such shares in the clients’ best interest and in a manner which achieves the best economic outcome for their investments. Generally, we expect the boards of directors of companies we invest in on behalf of clients to act as stewards of the financial assets of the company, to exercise good judgment and practice diligent oversight of the management of the company. While there is no absolute set of rules that determine appropriate corporate governance under all circumstances and no set of rules will guarantee ethical behavior, there are certain benchmarks, which, if substantial progress is made, give evidence of good corporate governance. When UBS AM’s view of a company’s management is favorable, we generally support current management initiatives. When our view is that changes to the management structure may increase shareholder value, we may not support existing management proposals. In general, UBS AM: (1) opposes proposals which act to entrench management; (2) believes that boards should be independent of company management and composed of persons with requisite skills, knowledge and experience; (3) opposes structures which impose financial constraints on changes in control; (4) believes remuneration should be commensurate with responsibilities and performance; and (5) believes that appropriate steps should be taken to ensure the independence of auditors. UBS AM may delegate to an independent proxy voting and research service the authority to exercise the voting rights associated Page 69 of 79  UBS Asset Management (Americas) LLC UBS AM Form ADV Part 2A with certain client holdings. Except as provided below with respect to Proxy Voting Policy For Certain Portfolios in the ACCESS, SWP, AAP, MAC and the Advice Portfolio Programs, any such delegation shall be made with the direction that the votes be exercised in accordance with UBS AM’s proxy voting policies. UBS AM has implemented procedures designed to identify whether we have a conflict of interest in voting a particular proxy proposal, which may arise as a result of our or our affiliates' client relationships, marketing efforts or banking, investment banking and broker-dealer activities. To address certain conflicts, we have imposed information barriers between ourselves and our affiliates who conduct banking, investment banking and broker-dealer activities and have implemented procedures to prevent business, sales and marketing issues from influencing our proxy votes. Whenever we are aware of a conflict with respect to a particular proxy, the vote will be cast strictly in line with our policy guidelines. Actual/potential conflicts are reviewed and approved by our Stewardship Committee, to ensure that our principles are consistently applied. Most discretionary clients give UBS AM the authority to vote proxies on their behalf. However, clients may opt to retain the right to vote proxies for securities in their account. If a client has retained proxy voting rights, the client is responsible for making arrangements to receive proxies and other solicitations directly from its custodian or transfer agents for the issuers. UBS AM does not generally communicate its proxy recommendations to such clients, but such clients may request to consult UBS AM with questions about a particular proxy. A copy of UBS AM’s full proxy voting policy is available to clients upon request. Additionally, information about how we voted proxies for securities held in a client’s account will be made available upon request. Proxy voting policy for certain portfolios in the wrap fee program Clients in the ACCESS, SWP, AAP, UBS-CAP, MAC and Advice Portfolio Program where UBS AM offers discretionary investment management services have the option to elect to vote their own proxies. With respect to (i) the Advice Portfolio Program, (ii) the Portfolios (as defined in Item 4 Advisory Business above) and (iii) the certain ACCESS, SWP, AAP and MAC portfolios that largely invest in pooled investment companies , unless clients have reserved voting rights to themselves, UBS AM has engaged and has delegated proxy voting authority over these accounts to Institutional Shareholder Services Inc. ("ISS"), a proxy voting service. UBS AM may also withdraw its proxy voting delegation from ISS and vote the proxies in accordance with UBS AM’s proxy voting policy. If this occurs, clients in these Portfolios will receive notice of such change in proxy voting delegation. Anytime during which proxy voting authority is delegated to ISS, UBS AM will pay ISS fees and expenses related to proxy services, but not those of any separate proxy voting agent that a client may engage. If UBS AM designates ISS to vote proxies on behalf of the clients (a "Proxy Voting Agent"), the Proxy Voting Agent will serve as the agent and attorney-in-fact to receive and vote all proxies and will be responsible for voting on matters requiring a proxy vote for the securities held in the client accounts and in accordance with its proxy voting guidelines, the ISS United States Proxy Voting Guidelines Benchmark Policy Recommendations. ISS will not vote in the following circumstances: (a) the securities are no longer held in the account; or (b) the proxy or other relevant materials are not received by ISS in sufficient time to allow an appropriate analysis or to allow a vote to be cast by the voting deadline. In addition, ISS generally does not make recommendations, and will not vote proxies or file claims in respect to bankruptcies and class actions, limited partnership or bond issues, preferred stock, and certain foreign securities, if voting may cause the sale of the security to be prohibited under foreign law for a period of time, usually the time between the record and meeting dates ("share blocking"). Also, ISS will not vote or advise clients on other corporate actions, like tender offers, which do not require a proxy or are not solicited via a proxy. Page 70 of 79  UBS Asset Management (Americas) LLC UBS AM Form ADV Part 2A ISS' United States Proxy Voting Guidelines Benchmark Policy Recommendations, United States Concise Proxy Voting Guidelines Benchmark Policy Recommendations summary are available at https://www.ubs.com/us/en/assetmanagement/capabilities/separately-managed-accounts.html. Copies of ISS’ proxy voting policy & summary and ISS’s Form ADV Part 2A are available upon request. Clients may also request specific information as to how proxies for account securities were voted. Please contact your Financial Advisor regarding these requests. UBS AM reserves the right, in its discretion, to designate a different independent Proxy Voting Agent to act as agent and attorney-in-fact to vote proxies for accounts and to pay for such proxy service related fees and expenses. Page 71 of 79  UBS Asset Management (Americas) LLC UBS AM Form ADV Part 2A Item 18: Financial Information 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 UBS AM nor UBS AMA LLC has ever been the subject of a bankruptcy petition at any time during the past ten years. Page 72 of 79  UBS Asset Management (Americas) LLC UBS AM Form ADV Part 2A Appendix A — Separate Account Fee Schedules US EQUITIES Assets under Management Annual Fee% of Assets US Equity Large Cap Diversified Growth First $50,000,000 Next $50,000,000 Next $150,000,000 Next $250,000,000 Thereafter Minimum Investment Minimum Fee 0.4926% 0.3925% 0.3498% 0.3134% 0.2830% $50,000,000 $250,000 US Equity Large Cap Select Growth First $50,000,000 Next $50,000,000 Next $150,000,000 Next $250,000,000 Thereafter Minimum Investment Minimum Fee 0.4926% 0.3925% 0.3498% 0.3134% 0.2830% $50,000,000 $250,000 US Equity Small Cap Growth First $50,000,000 Next $50,000,000 Next $150,000,000 Next $250,000,000 Thereafter Minimum Investment Minimum Fee 0.5844% 0.4793% 0.4542% 0.4382% 0.4285% $50,000,000 $250,000 US Sustainable Equity First $50,000,000 Next $50,000,000 Next $150,000,000 Next $250,000,000 Thereafter Minimum Investment Minimum Fee 0.4926% 0.3925% 0.3498% 0.3134% 0.2830% $50,000,000 $250,000 Page 73 of 79  UBS Asset Management (Americas) LLC UBS AM Form ADV Part 2A GLOBAL EQUITIES Assets under Management Annual Fee% of Assets Global Engage for Impact Equity First $50,000,000 Next $50,000,000 Next $150,000,000 Next $250,000,000 Thereafter Minimum Investment Minimum Fee 0.4955% 0.3938% 0.3506% 0.3139% 0.2833% $50,000,000 $250,000 Global Equity Ex-US First $50,000,000 Next $50,000,000 Next $150,000,000 Next $250,000,000 Thereafter Minimum Investment Minimum Fee 0.6442% 0.5119% 0.4557% 0.4081% 0.3683% $50,000,000 $250,000 Global Ex-US Sustainable Equity First $50,000,000 Next $50,000,000 Next $150,000,000 Next $250,000,000 Thereafter Minimum Investment Minimum Fee 0.6442% 0.5119% 0.4557% 0.4081% 0.3683% $50,000,000 $250,000 Global Sustainable Equity First $50,000,000 Next $50,000,000 Next $150,000,000 Next $250,000,000 Thereafter Minimum Investment Minimum Fee 0.6442% 0.5119% 0.4557% 0.4081% 0.3683% $50,000,000 $250,000 Page 74 of 79  UBS Asset Management (Americas) LLC UBS AM Form ADV Part 2A EMERGING MARKETS EQUITIES Assets under Management Annual Fee% of Assets All China Equity First $100,000,000 Next $150,000,000 Next $250,000,000 Thereafter Minimum Investment Minimum Fee 0.7177% 0.6088% 0.5866% 0.5729% $100,000,000 $500,000 China A Equity First $100,000,000 Next $150,000,000 Next $250,000,000 Thereafter Minimum Investment Minimum Fee 0.7177% 0.6088% 0.5866% 0.5729% $100,000,000 $500,000 China Equity Opportunity First $100,000,000 Next $150,000,000 Next $250,000,000 Thereafter Minimum Investment Minimum Fee 0.7177% 0.6088% 0.5866% 0.5729% $100,000,000 $500,000 Emerging Markets Equity First $100,000,000 Next $150,000,000 Next $250,000,000 Thereafter Minimum Investment Minimum Fee 0.6292% 0.5125% 0.4886% 0.4740% $75,000,000 $250,000 Emerging Markets Equity High-Alpha Long- term Opportunity (HALO) First $100,000,000 Next $150,000,000 Next $250,000,000 Thereafter Minimum Investment Minimum Fee 0.7177% 0.6088% 0.5866% 0.5729% $100,000,000 $500,000 Greater China Equity First $100,000,000 Next $150,000,000 Next $250,000,000 Thereafter Minimum Investment Minimum Fee 0.6398% 0.5373% 0.5163% 0.5035% $100,000,000 $500,000 Page 75 of 79  UBS Asset Management (Americas) LLC UBS AM Form ADV Part 2A Assets under Management Annual Fee% of Assets India Equity First $100,000,000 Next $150,000,000 Next $250,000,000 Thereafter Minimum Investment Minimum Fee 0.6398% 0.5373% 0.5163% 0.5035% $100,000,000 $500,000 Page 76 of 79  UBS Asset Management (Americas) LLC UBS AM Form ADV Part 2A INDEX EQUITIES Assets under Management Annual Fee% of Assets First $100,000,000 0.1099% Climate Aware World Equity Rules- Based Strategy Next $150,000,000 Next $250,000,000 Thereafter Minimum Investment Minimum Fee 0.0516% 0.0397% 0.0324% $100,000,000 $100,000 Emerging Markets Equity Indexed First $100,000,000 Next $150,000,000 Next $250,000,000 Thereafter Minimum Investment Minimum Fee 0.1223% 0.0483% 0.0331% 0.0238% $100,000,000 $100,000 Global Equity Indexed First $100,000,000 Next $150,000,000 Next $250,000,000 Thereafter Minimum Investment Minimum Fee 0.0775% 0.0309% 0.0214% 0.0155% $100,000,000 $75,000 MSCI USA Minimum Volatility Index Strategy First $100,000,000 Next $150,000,000 Next $250,000,000 Thereafter Minimum Investment Minimum Fee 0.0887% 0.0354% 0.0245% 0.0179% $100,000,000 $75,000 First $100,000,000 0.0969% MSCI World ex USA Minimum Volatility Index Strategy Next $150,000,000 Next $250,000,000 Thereafter Minimum Investment Minimum Fee 0.0386% 0.0267% 0.0194% $100,000,000 $75,000 Page 77 of 79  UBS Asset Management (Americas) LLC UBS AM Form ADV Part 2A FIXED INCOME Assets under Management Annual Fee% of Assets Emerging Markets Debt Corporate First $100,000,000 Next $150,000,000 Next $250,000,000 Thereafter Minimum Investment Minimum Fee 0.5101% 0.3768% 0.3495% 0.3328% $100,000,000 $250,000 Emerging Markets Debt USD First $100,000,000 Next $150,000,000 Next $250,000,000 Thereafter Minimum Investment Minimum Fee 0.4933% 0.3703% 0.3451% 0.3297% $100,000,000 $250,000 Global Dynamic First $100,000,000 Next $150,000,000 Next $250,000,000 Thereafter Minimum Investment Minimum Fee 0.4538% 0.4055% 0.3957% 0.3896% $100,000,000 $500,000 Municipal Bond First $100,000,000 Next $150,000,000 Next $250,000,000 Thereafter Minimum Investment Minimum Fee 0.1781% 0.1287% 0.1186% 0.1124% $100,000,000 $100,000 Short Duration Bond First $100,000,000 Next $150,000,000 Next $250,000,000 Thereafter Minimum Investment Minimum Fee 0.1792% 0.1363% 0.1204% 0.1081% $100,000,000 $100,000 US High Yield Bond First $100,000,000 Next $150,000,000 Next $250,000,000 Thereafter Minimum Investment Minimum Fee 0.4575% 0.3564% 0.3357% 0.3231% $100,000,000 $250,000 Page 78 of 79  UBS Asset Management (Americas) LLC UBS AM Form ADV Part 2A Assets under Management Annual Fee% of Assets Emerging Markets Debt Indexed First $ 100,000,000 Next $150,000,000 Next $250,000,000 Thereafter Minimum Investment Minimum Fee 0.2097% 0.0821% 0.0560% 0.0400% $100,000,000 $150,000 Page 79 of 79 

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 March 31, 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 Item 2 Material Changes UBS Asset Management (Americas) LLC (“UBS AMA LLC”) filed its last annual update to the Brochure on March 30, 2024 and its latest other-than-annual update on June 7, 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”). The investment governance framework for the investment verticals within UGA remain unchanged until further adjustment of policies and procedures. 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. Page 2 of 63  UBS Asset Management (Americas) LLC Unified Global Alternatives Form ADV Part 2A Item 3 Table of Contents 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 .......................................................................................................................... 55 Item 14 Client Referrals and Other Compensation ........................................................................................ 58 Item 15 Custody ............................................................................................................................................ 60 Item 16 Investment Discretion ....................................................................................................................... 61 Item 17 Voting Client Securities .................................................................................................................... 62 Item 18 Financial Information ........................................................................................................................ 63 Page 3 of 63  UBS Asset Management (Americas) LLC Unified Global Alternatives 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. Page 4 of 63  UBS Asset Management (Americas) LLC Unified Global Alternatives Form ADV Part 2A Item 4 Advisory Business Overview This section of the Brochure contains a general description of UBS Asset Management (Americas) LLC (“UBS AMA LLC” and its organizational and ownership structure, and specific information related to 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. Page 5 of 63  UBS Asset Management (Americas) LLC Unified Global Alternatives 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). Additionally, UGA provides investment advisory services to affiliated entities, institutional entities, intermediary firms, family offices, and ultra-high net worth investors. 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. Page 6 of 63  UBS Asset Management (Americas) LLC Unified Global Alternatives Form ADV Part 2A 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 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”). Page 7 of 63  UBS Asset Management (Americas) LLC Unified Global Alternatives Form ADV Part 2A 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 Page 8 of 63  UBS Asset Management (Americas) LLC Unified Global Alternatives Form ADV Part 2A Item 5 Fees and Compensation Overview This section of the Brochure contains information regarding how we are compensated for our advisory services. We manage assets for clients in 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. 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 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 Page 9 of 63  UBS Asset Management (Americas) LLC Unified Global Alternatives Form ADV Part 2A 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) 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, Page 10 of 63  UBS Asset Management (Americas) LLC Unified Global Alternatives Form ADV Part 2A 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. Such conflicts are discussed further in Items VIII and X herein. 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 XII 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 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 Page 11 of 63  UBS Asset Management (Americas) LLC Unified Global Alternatives Form ADV Part 2A 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. Page 12 of 63  UBS Asset Management (Americas) LLC Unified Global Alternatives Form ADV Part 2A Item 6 Performance-Based Fees and Side-By-Side Management 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 Page 13 of 63  UBS Asset Management (Americas) LLC Unified Global Alternatives Form ADV Part 2A 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. Page 14 of 63  UBS Asset Management (Americas) LLC Unified Global Alternatives Form ADV Part 2A Item 7 Types of Clients Overview In this section of the Brochure, we provide information about the types of clients to whom we provide investment advice. We also discuss the conditions we may impose on the management of client accounts. General introduction 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 Page 15 of 63  UBS Asset Management (Americas) LLC Unified Global Alternatives Form ADV Part 2A 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. Page 16 of 63  UBS Asset Management (Americas) LLC Unified Global Alternatives Form ADV Part 2A Item 8 Methods of Analysis, Investment Strategies and Risk of Loss Overview This section of the Brochure describes the methods of analysis we use to formulate investment advice and manage assets. We also discuss the material risks that clients should generally consider when investing in any of our strategies. General introduction As stated in Item 4 Advisory Business, 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. Page 17 of 63  UBS Asset Management (Americas) LLC Unified Global Alternatives Form ADV Part 2A 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 DEP Program 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 Page 18 of 63  UBS Asset Management (Americas) LLC Unified Global Alternatives Form ADV Part 2A 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. Page 19 of 63  UBS Asset Management (Americas) LLC Unified Global Alternatives Form ADV Part 2A 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. Page 20 of 63  UBS Asset Management (Americas) LLC Unified Global Alternatives Form ADV Part 2A • 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. Page 21 of 63  UBS Asset Management (Americas) LLC Unified Global Alternatives Form ADV Part 2A 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 Page 22 of 63  UBS Asset Management (Americas) LLC Unified Global Alternatives Form ADV Part 2A 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. Page 23 of 63  UBS Asset Management (Americas) LLC Unified Global Alternatives Form ADV Part 2A • 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 Page 24 of 63  UBS Asset Management (Americas) LLC Unified Global Alternatives Form ADV Part 2A 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; Page 25 of 63  UBS Asset Management (Americas) LLC Unified Global Alternatives Form ADV Part 2A 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 Page 26 of 63  UBS Asset Management (Americas) LLC Unified Global Alternatives Form ADV Part 2A 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 Page 27 of 63  UBS Asset Management (Americas) LLC Unified Global Alternatives Form ADV Part 2A 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. Page 28 of 63  UBS Asset Management (Americas) LLC Unified Global Alternatives Form ADV Part 2A 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 Page 29 of 63  UBS Asset Management (Americas) LLC Unified Global Alternatives Form ADV Part 2A 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 Page 30 of 63  UBS Asset Management (Americas) LLC Unified Global Alternatives Form ADV Part 2A 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 Page 31 of 63  UBS Asset Management (Americas) LLC Unified Global Alternatives Form ADV Part 2A 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 Page 32 of 63  UBS Asset Management (Americas) LLC Unified Global Alternatives Form ADV Part 2A 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 Page 33 of 63  UBS Asset Management (Americas) LLC Unified Global Alternatives Form ADV Part 2A 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 Page 34 of 63  UBS Asset Management (Americas) LLC Unified Global Alternatives Form ADV Part 2A 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 Page 35 of 63  UBS Asset Management (Americas) LLC Unified Global Alternatives Form ADV Part 2A 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 Page 36 of 63  UBS Asset Management (Americas) LLC Unified Global Alternatives Form ADV Part 2A 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. Page 37 of 63  UBS Asset Management (Americas) LLC Unified Global Alternatives Form ADV Part 2A 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. Page 38 of 63  UBS Asset Management (Americas) LLC Unified Global Alternatives Form ADV Part 2A Item 9 Disciplinary Information 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 Page 39 of 63  UBS Asset Management (Americas) LLC Unified Global Alternatives Form ADV Part 2A 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. Page 40 of 63  UBS Asset Management (Americas) LLC Unified Global Alternatives Form ADV Part 2A Item 10 Other Financial Industry Activities and Affiliations Overview This section of the Brochure contains information about our financial industry activities and affiliations. We provide information about the material relationships and arrangements we have with advisory affiliates or any persons under common control with UBS AMA LLC, including broker-dealers, investment companies and other pooled vehicles, affiliated investments advisers, financial planners, banking institutions and other similar entities. We identify if any of these relationships or arrangements creates a material conflict of interests with clients, and discuss how we address these conflicts. Broker-Dealer registration UBS AMA LLC is not registered as a broker-dealer. One of its 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 Page 41 of 63  UBS Asset Management (Americas) LLC Unified Global Alternatives Form ADV Part 2A 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. Page 42 of 63  UBS Asset Management (Americas) LLC Unified Global Alternatives Form ADV Part 2A 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- Page 43 of 63  UBS Asset Management (Americas) LLC Unified Global Alternatives Form ADV Part 2A 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 Page 44 of 63  UBS Asset Management (Americas) LLC Unified Global Alternatives Form ADV Part 2A 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. Page 45 of 63  UBS Asset Management (Americas) LLC Unified Global Alternatives Form ADV Part 2A • 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; Page 46 of 63  UBS Asset Management (Americas) LLC Unified Global Alternatives Form ADV Part 2A (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 Page 47 of 63  UBS Asset Management (Americas) LLC Unified Global Alternatives Form ADV Part 2A 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. Page 48 of 63  UBS Asset Management (Americas) LLC Unified Global Alternatives Form ADV Part 2A 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 Page 49 of 63  UBS Asset Management (Americas) LLC Unified Global Alternatives Form ADV Part 2A 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. Page 50 of 63  UBS Asset Management (Americas) LLC Unified Global Alternatives Form ADV Part 2A 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 Page 51 of 63  UBS Asset Management (Americas) LLC Unified Global Alternatives Form ADV Part 2A 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. Page 52 of 63  UBS Asset Management (Americas) LLC Unified Global Alternatives Form ADV Part 2A Item 12 Brokerage Practices 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. Page 53 of 63  UBS Asset Management (Americas) LLC Unified Global Alternatives Form ADV Part 2A 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 investments among the funds/direct assets and the other clients include, without limitation: the fund’s or the other clients’ investment strategies, concentrations and diversification within such entity’s portfolios; tax and regulatory issues; the nature and size of existing portfolio holdings and cash positions; risk/return objectives; and anticipated redemptions and subscriptions (liquidity). In certain circumstances, 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, 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. Page 54 of 63  UBS Asset Management (Americas) LLC Unified Global Alternatives Form ADV Part 2A Item 13 Review of Accounts Overview This section of the Brochure describes our process for reviewing client accounts. We also describe the types of reports we provide to clients. Account review 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. The Investment Review Committee (“RC”) was established to serve as a final control for investment decisions. Members of the RC include the SIF members, General Counsel, Chief Compliance Officer, a Senior Investment Operations team representative, a Senior Fund Accountant and RC Secretary. The RC reviews month-end trade processes, the approval of new funds, pending open issues or risks, and various business topics. The CIO and Deputy Head of UGA have the ability to veto fund approvals and portfolio decisions. 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 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. The Registrant’s investment professionals review the portfolios of Investment Deals held by DEP Program participants periodically and on an on-going basis and provide reports in a manner, and at a frequency, as may have been negotiated with the participants or as set forth in the relevant Investing Entities’ documentation. In addition, DEP Program participants generally are provided with periodic reports and relevant tax reporting information. Special reports may be developed to meet or respond to specific requirements or inquiries of a DEP Program participant. Page 55 of 63  UBS Asset Management (Americas) LLC Unified Global Alternatives Form ADV Part 2A UGA, or its affiliates, has entered side letters with one or more DEP Program participants that have the effect of establishing rights under, or altering or supplementing the terms of, the Investing Entity's governing documents. As a result, certain DEP Program participants receive additional benefits, such as reductions in fees other DEP Program participants do not receive. Such participants have no recourse against the relevant Investing Entity, UGA or any of its affiliates if certain DEP Program participants receive additional or different rights or terms because of such side letters. 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. 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. Page 56 of 63  UBS Asset Management (Americas) LLC Unified Global Alternatives Form ADV Part 2A 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. Page 57 of 63  UBS Asset Management (Americas) LLC Unified Global Alternatives Form ADV Part 2A Item 14 Client Referrals and Other Compensation Overview This section of the Brochure describes our process for client referrals and related compensation arrangements. 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. Page 58 of 63  UBS Asset Management (Americas) LLC Unified Global Alternatives Form ADV Part 2A The DEP Program is not accepting new participants and the existing DEP Program investments are generally not available to new investors. Employees of the Registrant or of any of its affiliates who refer clients or deals to other divisions of UBS Group for products or services are generally entitled to receive incentive compensation for the referral which does not increase the fees or expenses paid by the client for the product or service. The relationship between the solicitor-employee and the Registrant is disclosed to the prospective DEP Program participant at the time of the solicitation, if applicable. 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. Page 59 of 63  UBS Asset Management (Americas) LLC Unified Global Alternatives Form ADV Part 2A Item 15 Custody 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. Page 60 of 63  UBS Asset Management (Americas) LLC Unified Global Alternatives Form ADV Part 2A Item 16 Investment Discretion 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. Page 61 of 63  UBS Asset Management (Americas) LLC Unified Global Alternatives Form ADV Part 2A Item 17 Voting Client Securities 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. Page 62 of 63  UBS Asset Management (Americas) LLC Unified Global Alternatives Form ADV Part 2A Item 18 Financial Information 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. Page 63 of 63