UBS Asset Management Americas LLC

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 (a European regulated collective investment fund) , AIFs
(alternative investment funds), 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 generally seeks 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

UBS Asset Management (Americas) LLC
UBS AM
Form ADV Part 2A

fee to UBS AM. However, the CITs generally do not pay any additional advisory fees to UBS AM to avoid
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
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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

We provide investment advice to a variety of clients. Our clients generally include Institutional investors
(such as retirement plans and other employee benefit plans, governmental entities, endowments and
foundations), financial intermediaries, pooled investment vehicles, and, where applicable, certain
individuals and family entities.

Our clients may include, among others, 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 and endowments; U.S. state and local governments,
foreign governments and supranational entities; financial intermediaries and quasi‑government
organizations; insurance companies; banking or thrift institutions; registered and unregistered
investment companies; individuals; personal trusts; investment advisers; and corporations. We also
advise affiliates that act as trustee or fiduciary of various pooled trusts and funds and advise various
limited partnerships for which we or an affiliate act as investment manager or general partner. In
addition, we act as an investment manager and sub-adviser for wrap fee programs and provide advisory
services to model‑based programs, where applicable.

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. Eligibility requirements vary by vehicle and are
described in the applicable offering or governing documents; investors must meet the relevant criteria
in order to invest.

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 the Employee Retirement
Income Security Act of 1974 ("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 plan, it
also serves as an investment manager as defined in ERISA Section 3(38).

UBS Asset Management (Americas) LLC
UBS AM
Form ADV Part 2A

When providing services to ERISA plan clients, 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
Department of Labor, which, among other conditions, requires UBS AMA LLC to maintain, implement
and follow written policies and procedures related to its ERISA client accounts. ERISA plan clients have
a right to obtain a copy of the written procedures developed in connection with the individual PTE.

   -   On May 5, 2025, Credit Suisse Services AG, a legacy Credit Suisse wealth management entity
       unrelated to the asset management business of UBS, pled guilty in connection with a conviction
       ("Conviction") and a parallel non-prosecution agreement ("NPA") with the U.S. Department of
       Justice to settle a long-running criminal investigation into Credit Suisse Group’s failure to
       implement a prior plea agreement from 2014 with respect to its legacy Switzerland-booked, cross-
       border wealth management business with U.S. taxpayers (the Conviction and the NPA together,
       the "CS Tax Resolution"). UBS was not involved in the underlying conduct, which predated its
       acquisition of Credit Suisse Group. The CS Tax Resolution would have constituted disqualifying
       events under PTE 2025-03, which would have prevented UBS AMA LLC and certain other
       Affiliated QPAMs (as defined in PTE 2025-03) from managing ERISA retirement plan assets
       ("ERISA Plans"). However, Section I(i) of the QPAM Exemption PTE 84-14 grants a 1-year
       transition period (the "Transition Period",) during which UBS AMA LLC can continue to operate
       as a QPAM for existing (but not new) ERISA Plan clients under certain conditions. During the
       Transition Period, UBS AMA LLC may use PTE 84-14 for ERISA Plan clients that had a pre-existing
       Written Management Agreement with UBS AMA LLC as of May 5, 2025. The Transition Period
       will last until the earlier of (a) May 5, 2026, or (b) the effective date of a new individual exemption,
       which, as of the date of this Brochure, was published by the Department of Labor for comment
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