As filed with the U.S. Securities and Exchange Commission on June 14, 2022
File No. 033-47287
File No. 811-06637
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 | x |
Pre-Effective Amendment No. | ¨ |
Post-Effective Amendment No. 154 | x |
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 | x |
Amendment No. 155 |
(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 888-793-8637
Keith
A. Weller
UBS Asset Management (Americas) Inc.
One North Wacker
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
Approximate Date of Proposed Public Offering: As soon as practicable after the effective date of this registration statement.
It is proposed that this filing will become effective (check appropriate box):
x | immediately upon filing pursuant to paragraph (b) |
¨ | on [Date] pursuant to paragraph (b) |
¨ | 60 days after filing pursuant to paragraph (a)(1) |
¨ | on [Date] pursuant to paragraph (a)(1) |
¨ | 75 days after filing pursuant to paragraph (a)(2) |
¨ | on [Date] pursuant to paragraph (a)(2) of Rule 485. |
If appropriate, check the following box:
¨ | This post-effective amendment designates a new effective date for a previously filed post-effective amendment. |
Explanatory Note: This Post-Effective Amendment relates only to the Class A, P, and P2 shares of the UBS Multi Income Bond Fund and the Class P2 shares of the UBS U.S. Small Cap Growth Fund. No other information relating to any other series or class of the Registrant is amended or superseded hereby. This Post-Effective Amendment Nos. 154/155 to the Registration Statement for the Registrant is being filed solely for purpose of providing the Consent of Ernst & Young, LLP, the Independent Registered Public Accounting Firm of the Registrant. The prospectuses and statement of additional information relating to the Class A, Class P and Class P2 shares of the UBS Multi Income Bond Fund and the Class P2 shares of the UBS U.S. Small Cap Growth as filed in Post-Effective No. 153/154 are incorporated herein by reference in their entirety into this filing.
THE UBS FUNDS
PART C
OTHER INFORMATION
ITEM 28. | EXHIBITS |
(a) | Articles of Incorporation. |
1 |
(b) | By-Laws. |
(c) | Instruments Defining Rights of Security Holders. |
(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.”
2 |
(d) | Investment Advisory Contracts. |
3 |
4 |
5 |
6 |
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(e) Underwriting Contracts.
(f) | Bonus or Profit Sharing Contracts. |
Not Applicable.
8 |
(g) | Custodian Agreements. |
(h) | Other Material Contracts. |
9 |
10 |
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(i) | Legal Opinion. |
(j) | Other Opinions. |
(5) | Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm is filed herewith as Exhibit EX-99.j.5. |
(k) | Omitted Financial Statements. |
Not Applicable.
12 |
(l) | Initial Capital Agreements. |
(m) | Rule 12b-1 Plan. |
(n) | Rule 18f-3 Plan. |
(o) | Reserved |
(p) | Codes of Ethics. |
ITEM 29. | PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE REGISTRANT |
None.
13 |
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 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.
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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.
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: |
(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; |
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(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 |
(13) | Section 7 of the Investment Advisory Agreement on behalf of the UBS US Quality Growth At Reasonable Price Fund |
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.
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ITEM 32. | PRINCIPAL UNDERWRITER |
(a) | UBS Asset Management (US) Inc. (“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
SMA Relationship Trust.
(b) | UBS AM (US) is the Registrant’s principal underwriter. The information set forth below is furnished for the directors and officers of UBS AM (US): |
Name and Business Address | Positions and Offices with Underwriter |
Positions and Offices with the Registrant | ||
Mark F. Kemper** | Managing Director, General Counsel, and Assistant Secretary of UBS AM (US) |
Vice President and Assistant Secretary | ||
Eric Sanders** | Director (non-board), Associate General Counsel and Assistant Secretary of UBS AM (US) |
Vice President and Assistant Secretary | ||
Keith A. Weller** | Executive Director, Deputy General Counsel and Assistant Secretary of UBS AM (US) |
Vice President and Secretary | ||
Barry Mullen* | Executive Director, Chief Compliance Officer, and BSA/AML Officer of UBS AM (US) |
None | ||
Philip Stacey** | Executive Director, Associate General Counsel and Assistant Secretary of UBS AM (US) |
Vice President and Assistant Secretary |
17 |
Name and Business Address | Positions and Offices with Underwriter |
Positions and Offices with the Registrant | ||
Michael Belasco** | Board Director, President, Chief Executive Officer, Managing Director, and Head of Americas Wholesale and Wealth Management Client Coverage for UBS AM (US) | None | ||
John Krieg** |
Board Director, Managing Director, and Head of Institutional Client Coverage – Americas for UBS AM (US) |
None | ||
Michael J. Calhoun** |
Executive Director, Associate General Counsel and Assistant Secretary of UBS AM (US) |
|||
Kathleen Horan*** | Treasurer, Chief Financial Officer and Executive Director of UBS AM (US) | None | ||
* 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.
*** This person’s business address is 1000 Harbor Boulevard, Weehawken, New Jersey 07086.
(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 787 Seventh Avenue, 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.
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ITEM 34. | MANAGEMENT SERVICES |
There are no management related service contracts not discussed in Part A or Part B.
ITEM 35. | UNDERTAKINGS |
Not Applicable.
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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 14th day of June 2022.
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 | June 14, 2022 | ||
Igor Lasun* | ||||
/s/ Joanne M. Kilkeary | Vice President, | June 14, 2022 | ||
Joanne M. Kilkeary ** | Principal Accounting Officer,and Treasurer | |||
/s/ Adela Cepeda | Chairperson and Trustee | June 14, 2022 | ||
Adela Cepeda** | ||||
/s/ Abbie J. Smith | Trustee | June 14, 2022 | ||
Abbie J. Smith** | ||||
/s/ Muhammad Gigani | Trustee | June 14, 2022 | ||
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, incorporated herein by reference) |
EXHIBITS INDEX
EXHIBITS | EXHIBIT NO. | |
Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm | EX-99.j.5 |
Exhibit (j)(5)
Consent of Independent Registered Public Accounting Firm
We consent to the reference to our firm under the captions “Financial highlights” in the Prospectus and “Arrangements to disclose portfolio holdings to service providers and fiduciaries”, “Financial statements and report of independent registered public accounting firm” and “Independent registered public accounting firm” in the Statement of Additional Information, each dated June 13, 2022 and each included in this Post-Effective Amendment No. 154 to the Registration Statement (Form N-1A, File No. 033-47287) of The UBS Funds.
We consent to the incorporation by reference of our report dated August 27, 2021, with respect to the financial statements and financial highlights of UBS Multi Income Bond Fund (formerly, UBS Total Return Bond Fund) and UBS U.S. Small Cap Growth Fund (two funds constituting The UBS Funds) included in the Annual Report to Shareholders (Form N-CSR) for the year ended June 30, 2021, into this Registration Statement, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
New York, New York
June 14, 2022
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