0001104659-21-021712.txt : 20210212 0001104659-21-021712.hdr.sgml : 20210212 20210212143457 ACCESSION NUMBER: 0001104659-21-021712 CONFORMED SUBMISSION TYPE: 485BXT PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 20210212 DATE AS OF CHANGE: 20210212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UBS FUNDS CENTRAL INDEX KEY: 0000886244 IRS NUMBER: 367056204 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 485BXT SEC ACT: 1933 Act SEC FILE NUMBER: 033-47287 FILM NUMBER: 21625860 BUSINESS ADDRESS: STREET 1: C/O UBS ASSET MANAGEMENT (AMERICAS) INC STREET 2: ONE NORTH WACKER DR. CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 312-525-7100 MAIL ADDRESS: STREET 1: C/O UBS ASSET MANAGEMENT (AMERICAS) INC STREET 2: ONE NORTH WACKER DR. CITY: CHICAGO STATE: IL ZIP: 60606 FORMER COMPANY: FORMER CONFORMED NAME: BRINSON FUNDS INC DATE OF NAME CHANGE: 19920929 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UBS FUNDS CENTRAL INDEX KEY: 0000886244 IRS NUMBER: 367056204 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 485BXT SEC ACT: 1940 Act SEC FILE NUMBER: 811-06637 FILM NUMBER: 21625859 BUSINESS ADDRESS: STREET 1: C/O UBS ASSET MANAGEMENT (AMERICAS) INC STREET 2: ONE NORTH WACKER DR. CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 312-525-7100 MAIL ADDRESS: STREET 1: C/O UBS ASSET MANAGEMENT (AMERICAS) INC STREET 2: ONE NORTH WACKER DR. CITY: CHICAGO STATE: IL ZIP: 60606 FORMER COMPANY: FORMER CONFORMED NAME: BRINSON FUNDS INC DATE OF NAME CHANGE: 19920929 0000886244 S000063381 UBS Engage For Impact Fund C000225935 Class P2 485BXT 1 a20-35943_6485bxt.htm 485BXT

 

As filed with the U.S. Securities and Exchange Commission on February 12, 2021

File No. 033-47287

File No. 811-06637

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM N-1A

 

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

 

x

Pre-Effective Amendment No.

 

o

Post-Effective Amendment No. 149

 

x

 

and/or

 

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

 

x

Amendment No. 150

 

 

(Check appropriate box or boxes.)

 

THE UBS FUNDS

(Exact Name of Registrant as Specified in Charter)

 

One North Wacker, Chicago, Illinois 60606

(Address of Principal Executive Office) (Zip Code)

 

Registrant’s Telephone Number, including Area Code  312-525-7100

 

Keith A. Weller

UBS Asset Management (Americas) Inc.

One North Wacker Drive

Chicago, Illinois 60606

(Name and Address of Agent for Service)

 

Please send copies of all communications to:

 

Jana L. Cresswell, Esq.

Stradley Ronon Stevens & Young, LLP

2005 Market Street, Suite 2600

Philadelphia, PA 19103

(215) 564-8048

 

It is proposed that this filing will become effective (check appropriate box):

 

o   immediately upon filing pursuant to paragraph (b)

x  on February 22, 2021 pursuant to paragraph (b)

o   60 days after filing pursuant to paragraph (a)(1)

o   on [Date] pursuant to paragraph (a)(1)

o   75 days after filing pursuant to paragraph (a)(2)

o   on [Date] pursuant to paragraph (a)(2) of Rule 485

 

If appropriate, check the following box:

 

x   This post-effective amendment designates a new effective date for a previously filed post-effective amendment.

 

This Post-Effective Amendment relates only to Class P2 shares of the UBS Engage For Impact Fund.  No other information relating to any other series of the Registrant is amended or superseded hereby.

 

 

 


 

EXPLANATORY NOTE

 

Pursuant to Rule 485(b)(1)(iii) of the Securities Act of 1933, as amended, this Post-Effective Amendment Nos. 149/150 to the Registration Statement for The UBS Funds (the “Registrant”) is being filed solely for the purposes of (i) delaying the effectiveness of Post-Effective Amendment Nos. 148/149, which was filed with the U.S. Securities and Exchange Commission (“SEC”) via the EDGAR system pursuant to Rule 485(a)(1) on December 17, 2020 (Accession Number 0001104659-20-136919) relating solely to Class P2 shares of UBS Engage For Impact Fund (the “Fund”) series of the Registrant (“PEA 148/149”).

 

Accordingly, the prospectus and statement of additional information of the Registrant as filed in PEA 148/149 are incorporated herein by reference in their entirety into this filing. As stated on the cover page to this filing, this Post-Effective Amendment No. 149/150 is intended to become effective on February 22, 2021.

 


 

THE UBS FUNDS

 

PART C

 

OTHER INFORMATION

 

ITEM 28.                                         EXHIBITS

 

(a)                                 Articles of Incorporation.

 

(1)                                 Certificate of Trust of the Registrant dated August 9, 1993, as filed with the Office of the Secretary of State of the State of Delaware on August 13, 1993, is incorporated herein by reference to Post-Effective Amendment No. 21 to Registrant’s Registration Statement on Form N-1A (Nos. 33-47287 and 811-06637) as filed electronically with the U.S. Securities and Exchange Commission (the “SEC”) on September 15, 1998.

 

(i)                   Amendment to Certificate of Trust dated February 15, 2002 changing the Trust’s name to The UBS Funds, is incorporated herein by reference to Post-Effective Amendment No. 39 to Registrant’s Registration Statement on Form N-1A (Nos. 33-47287 and 811-06637) as filed electronically with the SEC on September 30, 2002.

 

(2)                                 Amended and Restated Agreement and Declaration of Trust (the “Declaration”) effective as of September 28, 2004, as amended April 26, 2012, is incorporated herein by reference to Post-Effective Amendment No. 111 to Registrant’s Registration Statement on Form N-1A (Nos. 33-47287 and 811-06637) as filed electronically with the SEC on October 28, 2013.

 

(i)                   Amendment No. 1 to the Amended and Restated Agreement and Declaration of Trust dated March 6, 2008 is incorporated herein by reference to Post-Effective Amendment No. 61 to Registrant’s Registration Statement on Form N-1A (Nos. 33-47287 and 811-06637) as filed electronically with the SEC on October 28, 2008.

 

(ii)                 Amendment No. 2 to the Amended and Restated Agreement and Declaration of Trust dated November 8, 2011 is incorporated herein by reference to Post-Effective Amendment No. 99 to Registrant’s Registration Statement on Form N-1A (Nos. 33-47287 and 811-06637) as filed electronically with the SEC on July 6, 2012.

 

(iii)                Attachment A to the Amended and Restated Agreement and Declaration of Trust dated December 3, 2020 is incorporated herein by reference to Post-Effective Amendment No. 148 to Registrant’s Registration Statement on Form N-1A (Nos. 33-47287 and 811-06637) as filed electronically with the SEC on December 17, 2020.

 

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(b)                                 By-Laws.

 

(1)                                 By-Laws of The UBS Funds (f/k/a The Brinson Funds) (April 25, 1995), are incorporated herein by reference to Post-Effective Amendment No. 17 to Registrant’s Registration Statement on Form N-1A (Nos. 33-47287 and 811-06637) as filed electronically with the SEC on August 29, 1996.

 

(i)                   Certificate of Vice President and Assistant Secretary reflecting amendments to the By-Laws dated July 1, 2002 is incorporated herein by reference to Post-Effective Amendment No. 37 to Registrant’s Registration Statement on Form N-1A (Nos. 33-47287 and 811-06637) as filed electronically with the SEC on July 19, 2002.

 

(ii)                 Certificate of Vice President and Assistant Secretary reflecting amendments to the By-Laws dated April 23, 2008 is incorporated herein by reference to Post-Effective Amendment No. 61 to Registrant’s Registration Statement on Form N-1A (Nos. 33-47287 and 811-06637) as filed electronically with the SEC on October 28, 2008.

 

(c)                                  Instruments Defining Rights of Security Holders.

 

(1)                                 Form of Specimen Share Certificate of The UBS Funds is incorporated herein by reference to Post-Effective Amendment No. 21 to Registrant’s Registration Statement on Form N-1A (Nos. 33-47287 and 811-06637) as filed electronically with the SEC on September 15, 1998.

 

(2)                                 The rights of security holders of the Registrant are further defined in the following sections of the Registrant’s By-Laws and Declaration and are herein incorporated by reference to such documents as applicable:

 

(i)                                     By-Laws.

 

Article II - “Meeting of Shareholders.”

 

(ii)                                  Declaration.

 

Article III — “Shares” and Article V — “Shareholders’ Voting Powers and Meetings.”

 

(d)                                 Investment Advisory Contracts.

 

(1)                 Investment Advisory Agreement dated July 1, 2002 between UBS Asset Management (Americas) Inc. (f/k/a UBS Global Asset Management (Americas) Inc.) (the “Advisor”) and the Registrant on behalf of the UBS Global Allocation Fund is incorporated herein by reference to Post-Effective Amendment No. 39 to Registrant’s Registration Statement on Form N-1A (Nos. 33-47287 and 811-06637) as filed electronically with the SEC on September 30, 2002.

 

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(i)                   Amendment Number One dated July 1, 2004 to Investment Advisory Agreement dated July 1, 2002 between the Advisor and the Registrant on behalf of the UBS Global Allocation Fund is incorporated herein by reference to Post-Effective Amendment No. 43 to Registrant’s Registration Statement on Form N-1A (Nos. 33-47287 and 811-06637) as filed electronically with the SEC on October 28, 2004.

 

(ii)                 Amendment Number Two dated July 1, 2005 to Investment Advisory Agreement dated July 1, 2002 between the Advisor and the Registrant on behalf of the UBS Global Allocation Fund is incorporated herein by reference to Post-Effective Amendment No. 61 to Registrant’s Registration Statement on Form N-1A (Nos. 33-47287 and 811-06637) as filed electronically with the SEC on October 28, 2008.

 

(iii)                Amendment Number Three dated June 2, 2006 to Investment Advisory Agreement dated July 1, 2002 between the Advisor and the Registrant on behalf of the UBS Global Allocation Fund is incorporated herein by reference to Post-Effective Amendment No. 61 to Registrant’s Registration Statement on Form N-1A (Nos. 33-47287 and 811-06637) as filed electronically with the SEC on October 28, 2008.

 

(iv)               Amendment Number Four dated December 30, 2015 to Investment Advisory Agreement dated July 1, 2002 between the Advisor and the Registrant on behalf of the UBS Global Allocation Fund is incorporated herein by reference to Post-Effective Amendment No. 123 to Registrant’s Registration Statement on Form N-1A (Nos. 33-47287 and 811-06637) as filed electronically with the SEC on October 28, 2016.

 

(2)                                 Investment Advisory Agreement dated April 25, 1995 between the Advisor and the Registrant on behalf of the UBS International Sustainable Equity Fund, f/k/a UBS Global Sustainable Equity Fund, f/k/a UBS International Equity Fund, f/k/a Global (Ex-U.S.) Equity Fund and Brinson Non-U.S. Equity Fund, is incorporated herein by reference to Post-Effective Amendment No. 21 to Registrant’s Registration Statement on Form N-1A (Nos. 33-47287 and 811-06637) as filed electronically with the SEC on September 15, 1998.

 

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(i)                   Certificate of the Secretary and resolutions redesignating the Global (Ex-U.S.) Equity Fund as the International Equity Fund, n/k/a UBS Global Sustainable Equity Fund are incorporated herein by reference to Post-Effective Amendment No. 33 to Registrant’s Registration Statement on Form N-1A (Nos. 33-47287 and 811-06637) as filed electronically with the SEC on December 7, 2000.

 

(ii)                 Amendment Number One dated July 1, 2004 to Investment Advisory Agreement dated April 25, 1995 between the Advisor and the Registrant on behalf of the UBS Global Sustainable Equity Fund, f/k/a UBS International Equity Fund is incorporated herein by reference to Post-Effective Amendment No. 43 to Registrant’s Registration Statement on Form N-1A (Nos. 33-47287 and 811-06637) as filed electronically with the SEC on October 28, 2004.

 

(iii)                Amendment Number Two dated December 30, 2015 to Investment Advisory Agreement dated April 25, 1995 between the Advisor and the Registrant on behalf of the UBS International Sustainable Equity Fund is incorporated herein by reference to Post-Effective Amendment No. 123 to Registrant’s Registration Statement on Form N-1A (Nos. 33-47287 and 811-06637) as filed electronically with the SEC on October 28, 2016.

 

(iv)               Amendment Number Three dated October 28, 2015 to Investment Advisory Agreement dated April 25, 1995 between the Advisor and the Registrant on behalf of the UBS International Sustainable Equity Fund is incorporated herein by reference to Post-Effective Amendment No. 126 to Registrant’s Registration Statement on Form N-1A (Nos. 33-47287 and 811-06637) as filed electronically with the SEC on October 27, 2017.

 

(v)                 Amendment to the Investment Advisory agreement between the Advisor and the Registrant on behalf of the UBS International Sustainable Equity Fund is incorporated herein by reference to Post-Effective Amendment No. 147 to Registrant’s Registration Statement on Form N-1A (Nos. 33-47287 and 811-06637) as filed electronically with the SEC on October 28, 2020.

 

(3)                                 Investment Advisory Agreement dated July 1, 2002 between the Advisor and the Registrant on behalf of the UBS U.S. Sustainable Equity Fund (f/k/a UBS U.S. Large Cap Equity Fund and UBS U.S. Equity Fund) is incorporated herein by reference to Post-Effective Amendment No. 39 to Registrant’s Registration Statement on Form N-1A (Nos. 33-47287 and 811-06637) as filed electronically with the SEC on September 30, 2002.

 

(i)                   Amendment Number One dated February 17, 2004 to Investment Advisory Agreement dated July 1, 2002 between the Advisor and the Registrant on behalf of the UBS U.S. Large Cap Equity Fund (f/k/a UBS U.S. Equity Fund) is incorporated herein by reference to Post-Effective Amendment No. 43 to Registrant’s Registration Statement on Form N-1A (Nos. 33-47287 and 811-06637) as filed electronically with the SEC on October 28, 2004.

 

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(ii)                 Amendment Number Two dated July 1, 2004 to Investment Advisory Agreement dated July 1, 2002 between the Advisor and the Registrant on behalf of the UBS U.S. Large Cap Equity Fund (f/k/a UBS U.S. Equity Fund) is incorporated herein by reference to Post-Effective Amendment No. 43 to Registrant’s Registration Statement on Form N-1A (Nos. 33-47287 and 811-06637) as filed electronically with the SEC on October 28, 2004.

 

(iii)                Amendment Number Three dated December 30, 2015 to Investment Advisory Agreement dated July 1, 2002 between the Advisor and the Registrant on behalf of the UBS U.S. Large Cap Equity Fund is incorporated herein by reference to Post-Effective Amendment No. 123 to Registrant’s Registration Statement on Form N-1A (Nos. 33-47287 and 811-06637) as filed electronically with the SEC on October 28, 2016.

 

(iv)               Amendment Number Four dated October 26, 2017 to Investment Advisory Agreement dated July 1, 2002 between the Advisor and the Registrant on behalf of the UBS U.S. Sustainable Equity Fund is incorporated herein by reference to Post-Effective Amendment No. 126 to Registrant’s Registration Statement on Form N-1A (Nos. 33-47287 and 811-06637) as filed electronically with the SEC on October 27, 2017.

 

(4)                                 Investment Advisory Agreement dated July 1, 2002 between the Advisor and the Registrant on behalf of the UBS U.S. Small Cap Growth Fund is incorporated herein by reference to Post-Effective Amendment No. 39 to Registrant’s Registration Statement on Form N-1A (Nos. 33-47287 and 811-06637) as filed electronically with the SEC on September 30, 2002.

 

(i)                Amendment Number One dated July 1, 2004 to Investment Advisory Agreement dated July 1, 2002 between the Advisor and the Registrant on behalf of the UBS U.S. Small Cap Growth Fund is incorporated herein by reference to Post-Effective Amendment No. 43 to Registrant’s Registration Statement on Form N-1A (Nos. 33-47287 and 811-06637) as filed electronically with the SEC on October 28, 2004.

 

(ii)              Amendment Number Two dated December 30, 2015 to Investment Advisory Agreement dated July 1, 2002 between the Advisor and the Registrant on behalf of the UBS U.S. Small Cap Growth Fund is incorporated herein by reference to Post-Effective Amendment No. 123 to Registrant’s Registration Statement on Form N-1A (Nos. 33-47287 and 811-06637) as filed electronically with the SEC on October 28, 2016.

 

5


 

(5)                                 Investment Advisory Agreement dated January 1, 2005 between the Advisor and the Registrant on behalf of the UBS Dynamic Alpha Fund is incorporated herein by reference to Post-Effective Amendment No. 61 to Registrant’s Registration Statement on Form N-1A (Nos. 33-47287 and 811-06637) as filed electronically with the SEC on October 28, 2008.

 

(i)                   Amendment Number One dated June 29, 2007 to Investment Advisory Agreement dated January 1, 2005 between the Advisor and the Registrant on behalf of the UBS Dynamic Alpha Fund is incorporated herein by reference to Post-Effective Amendment No. 61 to Registrant’s Registration Statement on Form N-1A (Nos. 33-47287 and 811-06637) as filed electronically with the SEC on October 28, 2008.

 

(ii)                 Amendment Number Two dated December 30, 2015 to Investment Advisory Agreement dated January 1, 2005 between the Advisor and the Registrant on behalf of the UBS Dynamic Alpha Fund is incorporated herein by reference to Post-Effective Amendment No. 123 to Registrant’s Registration Statement on Form N-1A (Nos. 33-47287 and 811-06637) as filed electronically with the SEC on October 28, 2016.

 

(6)                                 Form of Investment Advisory Agreement between the Advisor and the Registrant on behalf of the UBS Municipal Bond Fund is incorporated herein by reference to Post-Effective Amendment No. 114 to Registrant’s Registration Statement on Form N-1A (Nos. 33-47287 and 811-06637) as filed electronically with the SEC on October 28, 2014.

 

(i)                   Amendment Number One dated December 30, 2015 to Investment Advisory Agreement between the Advisor and the Registrant on behalf of the UBS Municipal Bond Fund is incorporated herein by reference to Post-Effective Amendment No. 123 to Registrant’s Registration Statement on Form N-1A (Nos. 33-47287 and 811-06637) as filed electronically with the SEC on October 28, 2016.

 

(7)                                 Investment Advisory Agreement between the Advisor and the Registrant on behalf of the UBS Total Return Bond Fund is incorporated herein by reference to Post-Effective Amendment No. 119 to Registrant’s Registration Statement on Form N-1A (Nos. 33-47287 and 811-06637) as filed electronically with the SEC on March 1, 2016.

 

(8)                                 Amended and Restated Investment Advisory Agreement between the Advisor and the Registrant on behalf of the UBS Emerging Markets Equity Opportunity Fund is incorporated herein by reference to Post-Effective Amendment No. 134 to Registrant’s Registration Statement on Form N-1A (Nos. 33-47287 and 811-06637) as filed electronically with the SEC on October 23, 2018.

 

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(9)                                 Investment Advisory Agreement between the Advisor and the Registrant on behalf of the UBS Engage For Impact Fund is incorporated herein by reference to Post-Effective Amendment No. 135 to Registrant’s Registration Statement on Form N-1A (Nos. 33-47287 and 811-06637) as filed electronically with the SEC on October 26, 2018.

 

(10)                          Investment Advisory Agreement between the Advisor and the Registrant on behalf of the UBS Sustainable Development Bank Bond Fund is incorporated herein by reference to Post-Effective Amendment No. 135 to Registrant’s Registration Statement on Form N-1A (Nos. 33-47287 and 811-06637) as filed electronically with the SEC on October 26, 2018.

 

(11)                          Investment Advisory Agreement between the Advisor and the Registrant on behalf of the UBS All China Equity Fund is incorporated herein by reference to Post-Effective Amendment No. 139 to Registrant’s Registration Statement on Form N-1A (Nos. 33-47287 and 811-06637) as filed electronically with the SEC on June 26, 2019.

 

(12)                          Investment Advisory Agreement between the Advisor and the Registrant on behalf of the UBS US Quality Growth At Reasonable Price Fund is incorporated herein by reference to Post-Effective Amendment No. 145 to Registrant’s Registration Statement on Form N-1A (Nos. 33-47287 and 811-06637) as filed electronically with the SEC on July 8, 2020.

 

(13)                          Investment Advisory Agreement between the Advisor and the Registrant on behalf of the UBS US Dividend Ruler Fund is incorporated herein by reference to Post-Effective Amendment No. 145 to Registrant’s Registration Statement on Form N-1A (Nos. 33-47287 and 811-06637) as filed electronically with the SEC on July 8, 2020.

 

(14)                          Expense Limitation Agreement between the Advisor and the Registrant on behalf of the UBS US Quality Growth At Reasonable Price Fund and UBS US Dividend Ruler Fund — Class P shares is incorporated herein by reference to Post-Effective Amendment No. 145 to Registrant’s Registration Statement on Form N-1A (Nos. 33-47287 and 811-06637) as filed electronically with the SEC on July 8, 2020.

 

(15)                          Expense Limitation Agreement between the Advisor and the Registrant on behalf of the UBS All China Equity Fund, UBS Dynamic Alpha Fund, UBS Global Allocation Fund, UBS Municipal Bond Fund, UBS Total Return Bond Fund, UBS U.S. Sustainable Equity Fund, UBS U.S. Small Cap Growth Fund, UBS Emerging Markets Equity Opportunity Fund, UBS Engage For Impact Fund, and UBS Sustainable Development Bank Bond Fund — Class A and Class P shares is incorporated herein by reference to Post-Effective Amendment No. 147 to Registrant’s Registration Statement on Form N-1A (Nos. 33-47287 and 811-06637) as filed electronically with the SEC on October 28, 2020.

 

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(16)                          Expense Limitation Agreement between the Advisor and the Registrant on behalf of the UBS All China Equity Fund, UBS Emerging Markets Equity Opportunity Fund, UBS International Sustainable Equity Fund, and UBS Sustainable Development Bank Bond Fund — Class P2 shares is incorporated herein by reference to Post-Effective Amendment No. 147 to Registrant’s Registration Statement on Form N-1A (Nos. 33-47287 and 811-06637) as filed electronically with the SEC on October 28, 2020.

 

(e)                                  Underwriting Contracts.

 

(1)                                 Amended and Restated Principal Underwriting Contract, dated November 5, 2001, as amended and restated on October 12, 2018 between UBS Asset Management (US) Inc. and the Registrant is incorporated herein by reference to Post-Effective Amendment No. 139 to Registrant’s Registration Statement on Form N-1A (Nos. 33-47287 and 811-06637) as filed electronically with the SEC on June 26, 2019.

 

(f)                                   Bonus or Profit Sharing Contracts.

 

Not Applicable.

 

(g)                                  Custodian Agreements.

 

(1)                                 Custodian Contract dated April 9, 2018, between the Registrant and State Street Bank and Trust Company is incorporated herein by reference to Post-Effective Amendment No. 129 to Registrant’s Registration Statement on Form N-1A (Nos. 33-47287 and 811-06637) as filed electronically with the SEC on May 18, 2018.

 

(i)                   Additional Series Letter adding UBS Engage For Impact Fund and UBS Sustainable Development Bank Bond Fund to the Custodian Contract is incorporated herein by reference to Post-Effective Amendment No. 135 to Registrant’s Registration Statement on Form N-1A (Nos. 33-47287 and 811-06637) as filed electronically with the SEC on October 26, 2018.

 

(ii)                 Amendment to the Custodian Contract, dated December 3, 2018, between the Registrant and State Street Bank and Trust Company is incorporated herein by reference to Post-Effective Amendment No. 139 to Registrant’s Registration Statement on Form N-1A (Nos. 33-47287 and 811-06637) as filed electronically with the SEC on June 26, 2019.

 

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(iii)                Additional Series Letter adding UBS US Quality Growth At Reasonable Price Fund and UBS US Dividend Ruler Fund to the Custodian Contract is incorporated herein by reference to Post-Effective Amendment No. 147 to Registrant’s Registration Statement on Form N-1A (Nos. 33-47287 and 811-06637) as filed electronically with the SEC on October 28, 2020.

 

(iv)               Additional Series Letter adding UBS All China Equity Fund to the Custodian Contract is filed herewith as Exhibit EX-99.g.1.iv.

 

(h)                                 Other Material Contracts.

 

(1)                                 Administration Contract, dated April 1, 2006, between UBS Asset Management (Americas) Inc. (f/k/a UBS Global Asset Management (Americas) Inc.) and the Registrant is incorporated herein by reference to Post-Effective Amendment No. 61 to Registrant’s Registration Statement on Form N-1A (Nos. 33-47287 and 811-06637) as filed electronically with the SEC on October 28, 2008.

 

(i)                   Amendment Number One, dated December 30, 2015, to the Administration Contract is incorporated herein by reference to Post-Effective Amendment No. 123 to Registrant’s Registration Statement on Form N-1A (Nos. 33-47287 and 811-06637) as filed electronically with the SEC on October 28, 2016.

 

(ii)                 Exhibit A to the Administration Contract is incorporated herein by reference to Post-Effective Amendment No. 145 to Registrant’s Registration Statement on Form N-1A (Nos. 33-47287 and 811-06637) as filed electronically with the SEC on July 8, 2020.

 

(2)                                 Transfer Agency and Related Services Agreement, dated August 20, 2001, between PFPC Inc. and the Registrant is incorporated herein by reference to Post-Effective Amendment No. 37 to Registrant’s Registration Statement on Form N-1A (Nos. 33-47287 and 811-06637) as filed electronically with the SEC on July 19, 2002.

 

(i)                   Amendment to Exhibit B to the Transfer Agency and Related Services Agreement, approved August 19, 2003, between PFPC Inc. and the Registrant is incorporated herein by reference to Post-Effective Amendment No. 40 to Registrant’s Registration Statement on Form N-1A (Nos. 33-47287 and 811-06637) as filed electronically with the SEC on October 28, 2003.

 

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(ii)                 Amendment to Exhibit A, dated June 30, 2010, to the Transfer Agency and Related Services Agreement is incorporated herein by reference to Post-Effective Amendment No. 84 to Registrant’s Registration Statement on Form N-1A (Nos. 33-47287 and 811-06637) as filed electronically with the SEC on June 30, 2010.

 

(iii)                Amendment to Exhibit A, dated November 24, 2010, to the Transfer Agency and Related Services Agreement is incorporated herein by reference to Post-Effective Amendment No. 89 to the Registrant’s Registration Statement on Form N-1A (Nos. 33-47287 and 811-06637) as filed electronically with the SEC on November 24, 2010.

 

(iv)               Transfer Agency and Related Services Agreement Amendment, dated December 31, 2009, between PNC Global Investment Servicing (U.S.) Inc. and the Registrant is incorporated herein by reference to Post-Effective Amendment No. 90 to the Registrant’s Registration Statement on Form N-1A (Nos. 33-47287 and 811-06637) as filed electronically with the SEC on October 28, 2011.

 

(v)                 Amendment to Exhibit A, dated April 17, 2012, to the Transfer Agency and Related Services Agreement is incorporated herein by reference to Post-Effective Amendment No. 96 to Registrant’s Registration Statement on Form N-1A (Nos. 33-47287 and 811-06637) as filed electronically with the SEC on April 17, 2012.

 

(vi)               Form of Amendment to Exhibit A to the Transfer Agency and Related Services Agreement is incorporated herein by reference to Post-Effective Amendment No. 114 to Registrant’s Registration Statement on Form N-1A (Nos. 33-47287 and 811-06637) as filed electronically with the SEC on October 28, 2014.

 

(vii)              Amendment to Exhibit A, dated December 3, 2015, to the Transfer Agency and Related Services Agreement is incorporated herein by reference to Post-Effective Amendment No. 119 to Registrant’s Registration Statement on Form N-1A (Nos. 33-47287 and 811-06637) as filed electronically with the SEC on March 1, 2016.

 

(viii)            Amendment No. Two to Transfer Agency and Related Services Agreement Amendment between BNY Mellon Investment Servicing (US) Inc. and the Registrant is incorporated herein by reference to Post-Effective Amendment No. 132 to Registrant’s Registration Statement on Form N-1A (Nos. 33-47287 and 811-06637) as filed electronically with the SEC on May 25, 2018.

 

(ix)               Amendment No. Three to Transfer Agency and Related Services Agreement Amendment between BNY Mellon Investment Servicing (US) Inc. and the Registrant is incorporated herein by reference to Post-Effective Amendment No. 143 to Registrant’s Registration Statement on Form N-1A (Nos. 33-47287 and 811-06637) as filed electronically with the SEC on April 24, 2020.

 

10


 

(x)                 Amendment No. Four to Transfer Agency and Related Services Agreement Amendment between BNY Mellon Investment Servicing (US) Inc. and the Registrant is incorporated herein by reference to Post-Effective Amendment No. 145 to Registrant’s Registration Statement on Form N-1A (Nos. 33-47287 and 811-06637) as filed electronically with the SEC on July 8, 2020.

 

(xi)               Amendment No. Five to Transfer Agency and Related Services Agreement between BNY Mellon Investment Servicing (US) Inc. and the Registrant is incorporated herein by reference to Post-Effective Amendment No. 148 to Registrant’s Registration Statement on Form N-1A (Nos. 33-47287 and 811-06637) as filed electronically with the SEC on December 17, 2020.

 

(xii)              Amendment No. Six to Transfer Agency and Related Services Agreement between BNY Mellon Investment Servicing (US) Inc. and the Registrant is filed herewith as Exhibit EX-99.h.2.xii.

 

(3)                                 Service Agreement, dated May 31, 2018, between the Registrant and State Street Bank and Trust Company is incorporated herein by reference to Post-Effective Amendment No. 134 to Registrant’s Registration Statement on Form N-1A (Nos. 33-47287 and 811-06637) as filed electronically with the SEC on October 23, 2018.

 

(i)                   Amendment to the Service Agreement is incorporated herein by reference to Post-Effective Amendment No. 147 to Registrant’s Registration Statement on Form N-1A (Nos. 33-47287 and 811-06637) as filed electronically with the SEC on October 28, 2020.

 

(ii)                 Amendment to the Service Agreement is filed herewith as Exhibit EX-99.h.3.ii.

 

(i)                                     Legal Opinion.

 

(1)                 Legal Opinion of Stradley Ronon Stevens & Young, LLP is incorporated herein by reference to Post-Effective Amendment No. 145 to Registrant’s Registration Statement on Form N-1A (Nos. 33-47287 and 811-06637) as filed electronically with the SEC on July 8, 2020.

 

(j)                                    Other Opinions.

 

(1)                 Powers of Attorney appointing Mark F. Kemper, Keith A. Weller, Eric Sanders and William T. MacGregor attorneys-in-fact and agents to Mark E. Carver, Frank K. Reilly, Joanne Kilkeary, Adela Cepeda,  J. Mikesell Thomas, Abbie J. Smith and John J. Murphy are incorporated herein by reference to Post-Effective Amendment No. 128 to Registrant’s Registration Statement on Form N-1A (Nos. 33-47287 and 811-06637) as filed electronically with the SEC on March 21, 2018.

 

11


 

(2)                 Power of Attorney appointing Mark F. Kemper, Keith A. Weller, Eric Sanders and William Lawlor attorneys-in-fact and agents to Igor Lasun is incorporated herein by reference to Post-Effective Amendment No. 134 to Registrant’s Registration Statement on Form N-1A (Nos. 33-47287 and 811-06637) as filed electronically with the SEC on October 23, 2018.

 

(3)                 Power of Attorney appointing Mark F. Kemper, Keith A. Weller, Eric Sanders, William Lawlor, Jana L. Cresswell, and Jamie M. Gershkow attorneys-in-fact and agents to Muhammad Gigani is filed herewith as Exhibit EX-99.j.3.

 

(4)                 Certificate of the Vice President and Assistant Secretary of the Registrant regarding authorization of Principal Executive Officer to sign Registration Statement dated October 19, 2018 is incorporated herein by reference to Post-Effective Amendment No. 134 to Registrant’s Registration Statement on Form N-1A (Nos. 33-47287 and 811-06637) as filed electronically with the SEC on October 23, 2018.

 

(5)                 Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm is incorporated herein by reference to Post-Effective Amendment No. 147 to Registrant’s Registration Statement on Form N-1A (Nos. 33-47287 and 811-06637) as filed electronically with the SEC on October 28, 2020.

 

(k)                                 Omitted Financial Statements.

 

Not Applicable.

 

(l)                                     Initial Capital Agreements.

 

(1)                 Letter of Understanding Relating to Initial Capital, dated July 1, 1992, is incorporated herein by reference to Post-Effective Amendment No. 21 to Registrant’s Registration Statement on Form N-1A (Nos. 33-47287 and 811-06637) as filed electronically with the SEC on September 15, 1998.

 

(m)                             Rule 12b-1 Plan.

 

(1)                 Shareholder Services Plan, dated October 29, 2001, as revised May 28, 2019, relating to Class A shares of UBS All China Equity Fund, UBS Dynamic Alpha Fund, UBS Engage For Impact Fund, UBS Global Allocation Fund, UBS International Sustainable Equity Fund, UBS U.S. Sustainable Equity Fund, UBS U.S. Small Cap Growth Fund, UBS Emerging Markets Equity Opportunity Fund, UBS Municipal Bond Fund, and UBS Total Return Bond Fund is incorporated herein by reference to Post-Effective Amendment No. 139 to Registrant’s Registration Statement on Form N-1A (Nos. 33-47287 and 811-06637) as filed electronically with the SEC on June 26, 2019.

 

12


 

(2)                 Shareholder Services Plan, dated October 23, 2018, relating to Class A shares of the UBS Sustainable Development Bank Bond Fund is incorporated herein by reference to Post-Effective Amendment No. 135 to Registrant’s Registration Statement on Form N-1A (Nos. 33-47287 and 811-06637) as filed electronically with the SEC on October 26, 2018.

 

(n)                                 Rule 18f-3 Plan.

 

(1)                 Amended and Restated Multiple Class Plan pursuant to Rule 18f-3, dated December 3, 2020, is incorporated herein by reference to Post-Effective Amendment No. 148 to Registrant’s Registration Statement on Form N-1A (Nos. 33-47287 and 811-06637) as filed electronically with the SEC on December 17, 2020.

 

(o)                                 Reserved

 

(p)                                 Codes of Ethics.

 

(1)                 Joint Code of Ethics of Registrant, the investment adviser and the principal underwriter of the Registrant is incorporated herein by reference to Post-Effective Amendment No. 133 to Registrant’s Registration Statement on Form N-1A (Nos. 33-47287 and 811-06637) as filed electronically with the SEC on August 8, 2018.

 

ITEM 29.                                         PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE REGISTRANT

 

None.

 

ITEM 30.                                         INDEMNIFICATION

 

Under the terms of the Delaware Statutory Trust Act (“DSTA”) and the Registrant’s Amended and Restated Agreement and Declaration of Trust, as amended (“Declaration of Trust”), no officer or trustee of the Registrant shall have any liability to the Registrant, its shareholders, or any other party for damages, except to the extent such limitation of liability is precluded by Delaware law, the Declaration of Trust or the By-Laws of the Registrant.

 

Subject to the standards and restrictions set forth in the Declaration of Trust, DSTA, Section 3817, permits a statutory trust to indemnify and hold harmless any trustee, beneficial owner or other person from and against any and all claims and demands whatsoever.  DSTA, Section 3803 protects trustees, officers, managers and other employees, when acting in such capacity, from liability to any person other than the Registrant or beneficial owner for any act, omission or

 

13


 

obligation of the Registrant or any trustee thereof, except as otherwise provided in the Declaration of Trust.

 

Indemnification of the Trustees and officers of the Registrant is provided for in Article VII, Sections 2 through 4 of the Registrant’s Declaration of Trust effective as of September 28, 2004, as amended, as follows:

 

Section 2. Indemnification and Limitation of Liability. The Trustees shall not be responsible or liable in any event for any neglect or wrong-doing of any officer, agent, employee, Manager or Principal Underwriter of the Trust, nor shall any Trustee be responsible for the act or omission of any other Trustee, and, subject to the provisions of the Bylaws, the Trust out of its assets may indemnify and hold harmless each and every Trustee and officer of the Trust from and against any and all claims, demands, costs, losses, expenses, and damages whatsoever arising out of or related to such Trustee’s performance of his or her duties as a Trustee or officer of the Trust; provided that nothing herein contained shall indemnify, hold harmless or protect any Trustee or officer from or against any liability to the Trust or any Shareholder to which he or she would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office.

 

Every note, bond, contract, instrument, certificate or undertaking and every other act or thing whatsoever issued, executed or done by or on behalf of the Trust or the Trustees or any of them in connection with the Trust shall be conclusively deemed to have been issued, executed or done only in or with respect to their or his or her capacity as Trustees or Trustee, and such Trustees or Trustee shall not be personally liable thereon.

 

Section 3.  Trustee’s Good Faith Action, Expert Advice, No Bond or Surety.  The exercise by the Trustees of their powers hereunder shall be binding upon everyone interested in or dealing with the Trust.  A Trustee shall be liable to the Trust and to any Shareholder solely for his or her own willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of the office of Trustee and shall not be liable for errors of judgment or mistakes of fact or law.  The Trustees may take advice of counsel or other experts with respect to the meaning and operation of this Declaration of Trust and shall be under no liability for any act or omission in accordance with such advice nor for failing to follow such advice.  The Trustees shall not be required to give any bond as such, nor any surety if a bond is required.

 

Section 4.  Insurance.  The Trustees shall be entitled and empowered to the fullest extent permitted by law to purchase with Trust assets insurance for liability and for all expenses, reasonably incurred or paid or expected to be paid by a Trustee or officer in connection with any claim, action, suit or proceeding in which he or she becomes involved by virtue of his or her capacity or former capacity with the Trust, whether or not the Trust would have the power to indemnify him or her against such liability under the provisions of this Article.

 

14


 

Indemnification of Registrant’s advisors, custodian, transfer agent, accounting services provider, administrator and distributor against certain stated liabilities is provided for in the following documents:

 

(a)                                 Each Series’ investment advisory agreement between the Registrant, on behalf of the series, and the Advisor, all of which are incorporated herein by reference, as follows:

 

(1)                                 Section 6 of the Investment Advisory Agreement on behalf of the UBS International Sustainable Equity Fund (f/k/a UBS Global Sustainable Equity Fund (f/k/a UBS International Equity Fund)), dated April 25, 1995, as amended;

 

(2)                                 Section 7 of the Investment Advisory Agreement on behalf of the UBS U.S. Sustainable Equity Fund, dated July 1, 2002;

 

(3)                                 Section 7 of the Investment Advisory Agreement on behalf of the UBS U.S. Small Cap Growth Fund, dated July 1, 2002;

 

(4)                                 Section 7 of the Investment Advisory Agreement on behalf of the UBS Global Allocation Fund, dated July 1, 2002;

 

(5)                                 Section 6 of the Amended and Restated Investment Advisory Agreement on behalf of the UBS Emerging Markets Equity Opportunity Fund, dated June 22, 2018;

 

(6)                                 Section 7 of the Investment Advisory Agreement on behalf of the UBS Dynamic Alpha Fund;

 

(7)                                 Section 7 of the Investment Advisory Agreement on behalf of the UBS Municipal Bond Fund;

 

(8)                                 Section 7 of the Investment Advisory Agreement on behalf of the UBS Total Return Bond Fund;

 

(9)                                 Section 7 of the Investment Advisory Agreement on behalf of the UBS Engage For Impact Fund;

 

(10)                          Section 7 of the Investment Advisory Agreement on behalf of the UBS Sustainable Development Bank Bond Fund; and

 

(11)                          Section 7 of the Investment Advisory Agreement on behalf of the UBS All China Equity Fund.

 

(12)                          Section 7 of the Investment Advisory Agreement on behalf of the UBS US Dividend Ruler Fund

 

15


 

(13)                          Section 7 of the Investment Advisory Agreement on behalf of the UBS US Quality Growth At Reasonable Price Fund

 

(c)                                  Section 9(a) of the Amended and Restated Principal Underwriting Contract between UBS Asset Management (US) Inc. and the Registrant on behalf of each series dated November 5, 2001, as amended and restated on October 12, 2018 which is incorporated herein by reference.

 

(e)                                  Sections 8 and 9 of the Administration Contract between UBS Asset Management (Americas) Inc. (f/k/a UBS Global Asset Management (Americas) Inc.) and the Registrant on behalf of each series, which is incorporated herein by reference.

 

Insofar as indemnification for liability arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

 

ITEM 31.                                         BUSINESS AND OTHER CONNECTIONS OF THE INVESTMENT MANAGER

 

The Advisor provides investment advisory services consisting of portfolio management for a variety of individuals and institutions. For information as to any other business, vocation or employment of a substantial nature in which the Registrant’s investment advisor and each officer of the Registrant’s investment advisor is or has been engaged for his or her own account or in the capacity of director, officer, employee, partner or trustee, within the last two fiscal years, see the Advisor’s Form ADV (File #801-34910) filed under the Investment Advisers Act of 1940, as amended. The Advisor’s Form ADV may be obtained, free of charge, at the SEC’s website at www.adviserinfo.sec.gov.

 

ITEM 32.                                         PRINCIPAL UNDERWRITER

 

(a)                                 UBS Asset Management (US) Inc. and UBS Asset Management (Americas) Inc. (collectively, “UBS AM”) — US serves as the principal underwriter or placement agent for the following investment companies, in addition to the registrant:

 

UBS Investment Trust,

UBS Series Funds,

Master Trust,

PACE Select Advisors Trust, and

 

16


 

SMA Relationship Trust.

 

(b)                                 UBS Asset Management (US) Inc. is the Registrant’s principal underwriter.  The information set forth below is furnished for those directors and officers of UBS Asset Management (US) Inc. who also serve as directors or officers of the Registrant.

 

Name and Business Address

 

Positions and Offices with
Underwriter

 

Positions and Offices
with the Registrant

 

 

 

 

 

Mark F. Kemper***

 

Managing Director, Senior Legal Counsel, and Secretary of UBS AM (US)

 

Vice President and Assistant Secretary

 

 

 

 

 

Eric Sanders***

 

Director (non-board), Associate General Counsel and Assistant Secretary at UBS AM (US)

 

Vice President and Assistant Secretary

 

 

 

 

 

Frank Pluchino**

 

Executive Director and Compliance Officer of UBS AM (US)

 

Chief Compliance Officer

 

 

 

 

 

Keith A. Weller***

 

Executive Director, Deputy General Counsel and Assistant Secretary of UBS AM (US)

 

Vice President and Secretary

 

 

 

 

 

Kathleen Horan*

 

Treasurer and Chief Financial Officer of UBS AM (US)

 

None

 

 

 

 

 

Barry Mullen*

 

Executive Director and Chief Compliance Officer of UBS AM (US)

 

None

 

 

 

 

 

Philip Stacey***

 

Executive Director, Associate General Counsel and Assistant Secretary at UBS AM (US)

 

Vice President and Assistant Secretary

 

 

 

 

 

William Lawlor***

 

Director (non-board), Associate General Counsel and Assistant Secretary at UBS AM (US)

 

Vice President and Assistant Secretary

 

17


 


*  This person’s business address is 1285 Avenue of the Americas, New York, New York 10019-6028.

 

**  This person’s business address is 787 Seventh Avenue, New York, NY 10019.

 

***  This person’s business address is One North Wacker Drive, Chicago, Illinois 60606.

 

(c)                                  Not Applicable.

 

ITEM 33.                                         LOCATION OF ACCOUNTS AND RECORDS

 

All accounts, books and other documents required to be maintained by Section 31(a) [15 U.S.C. 80a-3-(a)] and rules under that section, and CFTC Regulation 4.23, are maintained by State Street Bank and Trust Company (“State Street Bank and Trust Company”), at One Lincoln Street, Boston, Massachusetts 02111, and BNY Mellon Investment Servicing (US) Inc. (“BNY Mellon”), 760 Moore Road, King of Prussia, Pennsylvania 19406, with the exception of those maintained by the Registrant’s investment advisor, UBS Asset Management (Americas) Inc. at 1285 Avenue of the Americas, New York, NY 10019 and at One North Wacker Drive, Chicago, IL 60606.

 

State Street Bank and Trust Company provides general sub-administrative, accounting, portfolio valuation, and custodian services to the Registrant, and maintains records relating to these services. BNY Mellon serves as the Trust’s transfer and dividend disbursing agent and maintains records relating to these services.

 

ITEM 34.                                         MANAGEMENT SERVICES

 

There are no management related service contracts not discussed in Part A or Part B.

 

ITEM 35.                                         UNDERTAKINGS

 

Not Applicable.

 

18


 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the Investment Company Act of 1940, as amended, the Registrant certifies that it meets all of the requirements for effectiveness of this Registration Statement under Rule 485(b) under the Securities Act and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, and the State of Illinois, on the 12th day of February 2021.

 

 

THE UBS FUNDS

 

 

 

 

 

By:

/s/ Igor Lasun

 

 

Igor Lasun*

 

 

President and Principal Executive Officer

 

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated:

 

Signature

 

Title

 

Date

 

 

 

 

 

/s/ Igor Lasun

 

President and Principal Executive Officer

 

February 12, 2021

Igor Lasun*

 

 

 

 

 

 

 

 

 

/s/ Frank K. Reilly

 

Chairman and Trustee

 

February 12, 2021

Frank K. Reilly**

 

 

 

 

 

 

 

 

 

/s/ Joanne M. Kilkeary

 

Vice President, Principal Accounting Officer, and Treasurer

 

February 12, 2021

Joanne M. Kilkeary **

 

 

 

 

 

 

 

 

 

/s/ Adela Cepeda

 

Trustee

 

February 12, 2021

Adela Cepeda**

 

 

 

 

 

 

 

 

 

/s/ Abbie J. Smith

 

Trustee

 

February 12, 2021

Abbie J. Smith**

 

 

 

 

 

 

 

 

 

/s/ Muhammad Gigani

 

Trustee

 

February 12, 2021

Muhammad Gigani***

 

 

 

 

 

 

* By

/s/ Keith A. Weller

 

 

 

Keith A. Weller, Attorney-in-Fact

 

 

*(Pursuant to Power of Attorney, incorporated herein by reference)

 

 

**(Pursuant to Powers of Attorney, incorporated herein by reference)

 

 

***(Pursuant to Power of Attorney, filed herewith)

 


EX-99.G.1.IV 2 a20-35943_6ex99dgd1div.htm EX-99.G.1.IV

Exhibit 99.g.1.iv

 

Execution version

 

December 21, 2020

 

State Street Bank and Trust Company

Channel Center

1 Iron Street

Boston, Massachusetts 02210

Attention: Danielle Capobianco, Vice President

 

Re:  THE UBS FUNDS (the “Fund”)

 

Ladies and Gentlemen:

 

Please be advised that the undersigned Fund has established one new series of shares to be known as UBS ALL CHINA EQUITY FUND (the “Portfolio”).

 

In accordance with Section 18, the Additional Funds / Portfolios provision, of the Custodian Contract dated as of April 9, 2018, as amended, modified, or supplemented from time to time (the “Agreement”), by and between each UBS management investment company and State Street Bank and Trust Company (“State Street”), the undersigned Fund hereby requests that State Street act as Custodian for the new Portfolio under the terms of the Agreement.

 

Please indicate your acceptance of the foregoing by executing two copies of this letter agreement, returning one to the Fund and retaining one for your records.

 

 

Sincerely,

 

 

 

THE UBS FUNDS on behalf of:

 

UBS ALL CHINA EQUITY FUND

 

 

 

By:

/s/ Joanne Kilkeary

 

Name:

Joanne Kilkeary

 

Title:

Treasurer                                       , Duly Authorized

 

 

 

 

By:

/s/ Keith A. Weller

 

Name:

Keith A. Weller

 

Title:

Vice President and Secretary      , Duly Authorized

 

Agreed and Accepted:

 

STATE STREET BANK AND TRUST COMPANY

 

By:

/s/ Danielle Capobianco

 

Name:

Danielle Capobianco

 

Title:

Vice President                                         , Duly Authorized

 

 

Effective Date: December 21, 2020

 

1


EX-99.H.2.XII 3 a20-35943_6ex99dhd2dxii.htm EX-99.H.2.XII

Exhibit 99.h.2.xii

 

Execution

 

Amendment No. 6

To

Transfer Agency And Related Services Agreement

 

This Amendment No. 6 To Transfer Agency And Related Services Agreement (“Amendment No. 6”), dated as of January 20, 2021 (“Effective Date”), is being entered into by and between BNY Mellon Investment Servicing (US) Inc. (“BNYM”) and The UBS Funds (the “Trust”), on its own behalf and on behalf of each series of the Trust listed on Exhibit A to the Amended Agreement (as defined below).

 

Background

 

BNYM (under its former name, PFPC Inc.) and Trust (under its former name, The Brinson Funds) previously entered into the Transfer Agency And Related Services Agreement, made as of August 20, 2001, BNYM (under its former name, PNC Global Investment Servicing (U.S.) Inc.) and Trust entered into the Transfer Agency And Related Services Amendment, dated as of December 31, 2009, and BNYM and Trust entered into Amendment No. 2 To Transfer Agency And Related Services Agreement, dated as of May 30, 2018, Amendment No. 3 To Transfer Agency And Related Services Agreement dated as of November 7, 2019, Amendment No. 4 To Transfer Agency And Related Services Agreement dated as of June 4, 2020 and Amendment No. 5 To Transfer Agency And Related Services Agreement dated as of October 30, 2020 (collectively, the “Current Agreement”). The parties wish to amend the Current Agreement as set forth in this Amendment No. 6.

 

Terms

 

In consideration of the mutual promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, agree to all statements made above and as follows:

 

1.                                             Modifications to Current Agreement. The Current Agreement is hereby amended by deleting Exhibit A to the Current Agreement in its entirety and replacing it with Exhibit A attached to Amendment No. 6 between BNYM and Trust, dated January 20, 2021 (the “Amended Agreement”).

 

2.                                             Adoption of Amended Agreement by New Funds. Each Fund that has been added to Exhibit A by virtue of this Amendment No. 6 acknowledges and agrees that (i) by virtue of its execution of this Amendment No. 6, it becomes and is a party to the Current Agreement as amended by this Amendment No. 6 (“Amended Agreement”), and (ii) it is bound by all terms and conditions of the Amended Agreement. The term “Fund” has the same meaning in this Amendment No. 6 as it has in the Current Agreement.

 

3.                                             Remainder of Current Agreement. Except as specifically modified by this Amendment No. 6, all terms and conditions of the Current Agreement shall remain in full force and effect.

 

4.                                             Governing Law. The governing law provision of the Current Agreement shall be the governing law provision of this Amendment No. 6.

 

5.                                             Entire Agreement. This Amendment No. 6 constitutes the final, complete, exclusive and fully integrated record of the agreement of the parties with respect to the subject matter herein and the amendment of the Current Agreement with respect to such subject matter, and supersedes all prior and contemporaneous proposals, agreements, contracts, representations and understandings, whether written, oral or electronic, between the parties with respect to the same subject matter.

 

6.                                             Signatures; Counterparts. The parties expressly agree that this Amendment No. 6 may be executed in one or more counterparts and expressly agree that such execution may occur by manual signature

 

1


 

on a physically delivered copy of Amendment No. 6, by a manual signature on a copy of Amendment No. 6 transmitted by facsimile transmission, by a manual signature on a copy of Amendment No. 6 transmitted as an imaged document attached to an email, or by “Electronic Signature”, which is hereby defined to mean inserting an image, representation or symbol of a signature into an electronic copy of Amendment No. 6 by electronic, digital or other technological methods. Each counterpart executed in accordance with the foregoing shall be deemed an original, with all such counterparts together constituting one and the same instrument. The exchange of executed counterparts of this Amendment No. 6 or of executed signature pages to counterparts of this Amendment No. 6, in either case by facsimile transmission or as an imaged document attached to an email transmission, shall constitute effective execution and delivery of this Amendment No. 6 and may be used for all purposes in lieu of a manually executed and physically delivered copy of this Amendment No. 6.

 

IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment No. 6 To Transfer Agency And Services Agreement to be executed as of the Effective Date by its duly authorized representative indicated below. An authorized representative, if executing this Amendment No. 6 by Electronic Signature, affirms authorization to execute this Amendment No. 6 by Electronic Signature and that the Electronic Signature represents an intent to enter into this Amendment No. 6 and an agreement with its terms.

 

BNY Mellon Investment Servicing (US) Inc.

 

 

By:

/s/ Keith Hallman

 

 

 

 

Name:

Keith Hallman

 

 

 

 

Title:

Vice President

 

 

 

 

 

 

 

The UBS Funds

 

On behalf of itself and its Portfolios, each in its individual and separate capacity

 

 

 

By:

/s/ Joanne Kilkeary

 

 

 

 

Name:

Joanne Kilkeary

 

 

 

 

Title:

Treasurer

 

 

 

 

 

 

 

By:

/s/ Keith A. Weller

 

 

 

 

Name:

Keith A. Weller

 

 

 

 

Title:

Vice President and Secretary

 

 

2


 

EXHIBIT A

 

(Dated: January 20, 2021)

 

THIS EXHIBIT A is Exhibit A to that certain Transfer Agency And Related Services Agreement dated as of August 20, 2001 between BNY Mellon Investment Servicing (US) Inc. and The UBS Funds.

 

Portfolios

 

Classes

UBS DYNAMIC ALPHA FUND

 

A

 

 

P

 

 

 

UBS GLOBAL ALLOCATION FUND

 

A

 

 

P

 

 

 

UBS INTERNATIONAL SUSTAINABLE EQUITY FUND

 

A

 

 

P

 

 

 

 

 

P2

 

 

 

UBS U.S. SUSTAINABLE EQUITY FUND (1)

 

A

 

 

P

 

 

 

UBS U.S. SMALL CAP GROWTH FUND

 

A

 

 

P

 

 

 

UBS MUNICIPAL BOND FUND

 

A

 

 

P

 

 

 

UBS TOTAL RETURN BOND FUND

 

A

 

 

P

 

 

 

UBS EMERGING MARKETS EQUITY OPPORTUNITY FUND

 

P2

 

 

P

 

 

 

UBS ENGAGE FOR IMPACT FUND

 

A*

 

 

P

 

 

 

 

 

P2**

 

 

 

UBS SUSTAINABLE DEVELOPMENT BANK BOND FUND

 

A*

 

 

P

 

 

 

 

 

P2

 

 

 

UBS US QUALITY GROWTH AT REASONABLE PRICE FUND

 

P

 

 

 

UBS US DIVIDEND RULER FUND

 

P

 

 

 

 

 

 

UBS ALL CHINA EQUITY FUND

 

A*

 

 

P***

 

 

P2*

 

3


 


(1)

Expected to liquidate March 1, 2021. Once liquidated the Fund will not appear on future Exhibit A.

*

Services have not yet commenced. Commencement date will be provided on future Exhibit A.

**

Services expected to commence March 1, 2021.

***

Services expected to commence February 22, 2021.

 

4


EX-99.H.3.II 4 a20-35943_6ex99dhd3dii.htm EX-99.H.3.II

Exhibit 99.h.3.ii

 

Execution version

 

AMENDMENT TO SERVICE AGREEMENT

 

This Amendment to Service Agreement (the “Amendment”), dated and effective December 21, 2020, is by and between State Street Bank and Trust Company, a Massachusetts trust company (“State Street”), and each management investment company identified on Schedule A (each, a “Trust”).

 

WHEREAS, State Street and each Trust entered into a Service Agreement dated and effective as of May 31, 2018 (as amended, supplemented, restated or otherwise modified from time to time, the “Agreement”); and

 

WHEREAS, State Street and the undersigned Trust desire to amend the Agreement as more particularly set forth below.

 

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements hereinafter contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree to amend the Agreement, pursuant to the terms thereof, as follows:

 

1.                                      Amendment.

 

(a)         The UBS Funds has established one new series of shares to be known as UBS ALL CHINA EQUITY FUND  (the “New Fund”).

 

(b)         In accordance with Section 1, of the Agreement, the undersigned Trust hereby requests that State Street act as service provider for the New Fund under the terms of the Agreement.  In connection with such request, the undersigned New Fund hereby confirms to State Street, as of the date hereof, its representations and warranties set forth in Section 4 of the Agreement.

 

(c)          Schedule A is hereby amended in its entirety and replaced with the new Schedule A attached hereto.

 

(d)         Annex I to Schedule B6 is hereby amended in its entirety and replaced with the new Annex I attached hereto.

 

2.                                      Miscellaneous.

 

(a)                     Except as expressly amended hereby, all provisions of the Agreement shall remain in full force and effect.

 

(b)                     Capitalized terms used in this Amendment without definition shall have the respective meanings given to such terms in the Agreement.

 

(c)                      This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same

 


 

instrument.  Counterparts may be executed in either original or electronically transmitted form (e.g., faxes or emailed portable document format (PDF) form), and the parties hereby adopt as original any signatures received via electronically transmitted form.

 

[Remainder of page intentionally left blank.]

 


 

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their officers designated below as of the date first written above.

 

THE UBS FUNDS on behalf of:

 

UBS ALL CHINA EQUITY FUND

 

 

 

 

 

 

By:

/s/ Joanne Kilkeary

 

Name:

Joanne Kilkeary

 

Title:

Treasurer                                              , Duly Authorized

 

 

 

 

 

 

 

By:

/s/ Keith A. Weller

 

Name:

Keith A. Weller

 

Title:

Vice President and Secretary             , Duly Authorized

 

 

 

 

 

 

 

STATE STREET BANK AND TRUST COMPANY

 

 

 

 

 

 

By:

/s/ Danielle Capobianco

 

Name:

Danielle Capobianco

 

Title:

Vice President                                      , Duly Authorized

 

 

Amendment to Service Agreement

 


 

AMENDMENT TO SERVICE AGREEMENT

 

SCHEDULE A

Listing of Fund(s)

 

PACE® Select Advisors Trust

PACE Alternative Strategies Investments

PACE Global Real Estate Securities Investments

UBS Government Money Market Investments Fund (f/k/a PACE Government Money Market Investments)

PACE High Yield Investments

PACE Intermediate Fixed Income Investments

PACE International Emerging Markets Equity Investments

PACE International Equity Investments

PACE Global Fixed Income Investments (f/k/a PACE International Fixed Income Investments)

PACE Large Co Growth Equity Investments

PACE Large Co Value Equity Investments

PACE Mortgage-Backed Securities Fixed Income Investments

PACE Municipal Fixed Income Investments

PACE Small/Medium Co Growth Equity Investments

PACE Small/Medium Co Value Equity Investments

PACE Strategic Fixed Income Investments

 

Master Trust

Government Master Fund

Prime CNAV Master Fund

Prime Master Fund

Tax-Free Master Fund

Treasury Master Fund

ESG Prime Master Fund

 

UBS Series Funds

UBS Liquid Assets Government Fund

UBS Prime Investor Fund

UBS Prime Preferred Fund

UBS Prime Reserves Fund

UBS RMA Government Money Market Fund

UBS Select Government Institutional Fund

UBS Select Government Investor Fund

UBS Select Government Preferred Fund

UBS Select Prime Institutional Fund

UBS Select Prime Investor Fund

UBS Select Prime Preferred Fund

UBS Select Treasury Institutional Fund

UBS Select Treasury Investor Fund

UBS Select Treasury Preferred Fund

UBS Tax-Free Investor Fund

UBS Tax-Free Preferred Fund

UBS Tax-Free Reserves Fund

Limited Purpose Cash Investment Fund

UBS Select ESG Prime Preferred Fund

UBS Select ESG Prime Investor Fund

UBS Select ESG Prime Institutional Fund

UBS Ultra Short Income Fund

 


 

UBS Investment Trust (f/k/a Quantitative Allocation Fund)

UBS U.S. Allocation Fund

 

The UBS Funds

UBS Global Allocation Fund

UBS US Dividend Ruler Fund

UBS U.S. Sustainable Equity Fund

UBS U.S. Small Cap Growth Fund

UBS US Quality Growth At Reasonable Price Fund

UBS International Sustainable Equity Fund

UBS Dynamic Alpha Fund

UBS Municipal Bond Fund

UBS Total Return Bond Fund

UBS Emerging Market Equity Opportunity Fund

UBS Engage For Impact Fund

UBS Sustainable Development Bank Bond Fund

UBS All China Equity Fund

 

SMA Relationship Trust

SMA Relationship Trust Series M

 


 

AMENDMENT TO SERVICE AGREEMENT

 

ANNEX I TO SCHEDULE B6

 

Form N-PORT Services
and Quarterly Portfolio of Investments Services

 

Service Type:

 

 

 

PACE®SELECT ADVISORS TRUST

 

Standard N-PORT Reporting Solution (Data and Filing) and Quarterly Portfolio of Investments Services

 

 

 

PACE Alternative Strategies Investments

 

 

 

 

 

PACE Global Real Estate Securities Investments

 

 

 

 

 

UBS Government Money Market Investments Fund

 

 

 

 

 

PACE High Yield Investments

 

 

 

 

 

PACE Intermediate Fixed Income Investments

 

 

 

 

 

PACE International Emerging Markets Equity Investments

 

 

 

 

 

PACE International Equity Investments

 

Standard

 

 

 

PACE Global Fixed Income Investments

 

 

 

 

 

PACE Large Co Growth Equity Investments

 

 

 

 

 

PACE Large Co Value Equity Investments

 

 

 

 

 

PACE Mortgage-Backed Securities Fixed Income Investments

 

 

 

 

 

PACE Municipal Fixed Income Investments

 

 

 

 

 

PACE Small/Medium Co Growth Equity Investments

 

 

 


 

PACE Small/Medium Co Value Equity Investments

 

 

 

 

 

PACE Strategic Fixed Income Investments

 

 

 

 

 

UBS SERIES FUNDS

 

Standard N-PORT Reporting Solution (Data and Filing) and Quarterly Portfolio of Investments Services

 

 

 

UBS Ultra Short Income Fund

 

Standard

 

 

 

UBS INVESTMENT TRUST

 

Standard N-PORT Reporting Solution (Data and Filing) and Quarterly Portfolio of Investments Services

 

 

 

UBS U.S. Allocation Fund

 

Standard

 

 

 

THE UBS FUNDS

 

Standard N-PORT Reporting Solution (Data and Filing) and Quarterly Portfolio of Investments Services

 

 

 

UBS Global Allocation Fund

 

 

 

 

 

UBS US Dividend Ruler Fund

 

 

 

 

 

UBS U.S. Sustainable Equity Fund

 

 

 

 

 

UBS U.S. Small Cap Growth Fund

 

 

 

 

 

UBS US Quality Growth At Reasonable Price Fund

 

Standard

 

 

 

UBS International Sustainable Equity Fund

 

 

 

 

 

UBS Engage For Impact Fund

 

 

 

 

 

UBS Sustainable Development Bank Bond Fund

 

 

 


 

 

 

 

UBS Dynamic Alpha Fund

 

 

 

 

 

UBS Municipal Bond Fund

 

 

 

 

 

UBS Total Return Bond Fund

 

 

 

 

 

UBS Emerging Market Equity Opportunity Fund

 

 

 

 

 

UBS All China Equity Fund

 

 

 

 

 

SMA RELATIONSHIP TRUST

 

Standard N-PORT Reporting Solution (Data and Filing) and Quarterly Portfolio of Investments Services

 

 

 

SMA Relationship Trust Series M

 

Standard

 

Form N-CEN Services

 

PACE®SELECT ADVISORS TRUST

UBS SERIES FUNDS

UBS INVESTMENT TRUST

THE UBS FUNDS

SMA RELATIONSHIP TRUST

 

 

 


 

IN WITNESS WHEREOF, the undersigned, by their authorized representatives, have executed this Annex 1 as of the last signature date set forth below.

 

THE UBS FUNDS on behalf of:

 

UBS ALL CHINA EQUITY FUND

 

 

 

 

 

 

By:

/s/Joanne Kilkeary

 

Name:

Joanne Kilkeary

 

Title:

Treasurer                                            , Duly Authorized

 

 

 

 

 

 

 

By:

/s/ Keith A. Weller

 

Name:

Keith A. Weller

 

Title:

Vice President and Secretary             , Duly Authorized

 

 

 

 

 

 

STATE STREET BANK AND TRUST COMPANY

 

 

 

 

 

 

By:

/s/ Danielle Capobianco

 

Name:

Danielle Capobianco

 

Title:

Vice President                                     , Duly Authorized

 

 


EX-99.J.3 5 a20-35943_6ex99djd3.htm EX-99.J.3

Exhibit 99.j.3

 

POWER OF ATTORNEY

 

I, Muhammad Gigani, Trustee of The UBS Funds and SMA Relationship Trust (each a “Trust”), hereby constitute and appoint Mark F. Kemper, Keith A. Weller, Eric Sanders, William Lawlor, Jana L. Cresswell, and Jamie M. Gershkow, and each of them singly, my true and lawful attorney, with full power to sign for me, in my name and in my capacity as Trustee of the Trusts, any amendments to the current registration statements of the Trusts on Form N-1A (as filed with the U.S. Securities and Exchange Commission) and any registration statements of the Trusts on Form N-14, or any amendments thereto, to be filed with the U.S. Securities and Exchange Commission, and all instruments necessary or desirable in connection therewith, and hereby ratify and confirm my signature as it may be signed by said attorneys to these registration statements, amendments to such registration statements and other instruments.

 

Signature

 

Title

 

Date

 

 

 

 

 

/s/ Muhammad Gigani

 

Trustee

 

February 8, 2021

Muhammad Gigani

 

 

 

 

 


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