UBS OConnor LLC

Item 5 - Fees and Compensation

Overview

This section of the Firm 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; 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 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

UBS O’Connor LLC
Form ADV Part 2A: Firm Brochure

 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). In addition to these
 items, 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; and premises, recruitment and disaster recovery costs also fall within items in this category.
 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).

 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.

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Item 7 - Types of Clients

 Overview
 In this section of the Firm 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.

 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 2020-01) issued by the Department of Labor ("DOL"),
 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 2020-01.

 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
 failure to meet the filing or other requirements of tax proceedings with respect to securities held or

UBS O’Connor LLC
Form ADV Part 2A: Firm Brochure

 that were held in a Client account.