Overview This section of the Firm Brochure contains a general description of our firm, as well as information regarding our ownership structure, the types of advisory services we provide and the investment instruments we use, how we tailor advisory services to client needs, and our participation in wrap fee programs.
General description and ownership
UBS Asset Management (Americas) Inc., a Delaware corporation, is a wholly-owned subsidiary of UBS Group AG, a publicly traded Swiss corporation (SIX and NYSE: UBS) ("UBS"). UBS Asset Management (Americas) Inc. is registered with the U.S. Securities and Exchange Commission ("SEC") as an investment adviser pursuant to the Investment Advisers Act of 1940, as amended ("Advisers Act"). UBS Asset Management (Americas) Inc. is part of the UBS Asset Management business division of UBS Group AG. The operational structure of UBS Group AG is comprised of the Corporate Center and four business divisions: Wealth Management, Personal & Corporate Banking, Asset Management and the Investment Bank. The UBS Asset Management business division was formed through the merger of Union Bank of Switzerland and Swiss Bank Corporation in 1998. In 2000, the merger culminated in the integration of the investment teams of the respective asset management businesses: UBS Asset Management, Brinson Partners (Chicago firm established in the 1980s) and Phillips & Drew (London firm established in 1895). In 2002, with the integration complete, the firm rebranded as UBS Global Asset Management, known today as UBS Asset Management.

Throughout this Firm Brochure, UBS Asset Management (Americas) Inc. will be referred to as UBS AM, and the asset management business division of UBS will be referred to as UBS Asset Management.
Types of advisory services
The UBS Asset Management business division is itself divided into multiple separate businesses that provide asset management services globally. 1. The Equities, Fixed Income, and Investment Solutions businesses are covered by this Firm Brochure and are described more fully herein. 2. O’Connor is a single manager hedge fund specialist with global reach, combining significant, actual experience in trading, risk management and alternative investments. 3. Hedge Fund Solutions ("HFS") offers a full spectrum of hedge fund solutions and advisory services including a wide range of multi-manager strategies which provide broad based, diversified exposure to the hedge fund asset class with various risk and return profiles. 4. Real Estate & Private Markets ("REPM") includes direct real estate ("RE"), infrastructure direct investment ("IDI") and multi-managers ("MM"). The RE business primarily performs direct real estate investment management services. IDI and MM businesses primarily construct bespoke portfolios and funds. 5. Fund Management Services ("FMS") provides administrative services primarily to traditional investment funds domiciled outside of the United States. The O'Connor, HFS, RE and FMS businesses are not covered by this Firm Brochure. UBS Asset Management 6 While the IDI and MM businesses are covered by this Firm Brochure, the IDI and MM businesses are not included in the firm definition of UBS Asset Management as it relates to our compliance with the Global Investment Performance Standards ("GIPS") regarding composite performance, and as a result, the IDI and MM businesses do not calculate their performance in accordance with GIPS. UBS AM presents multi-asset class marketing materials to certain prospective clients that may include materials for O'Connor, Hedge Fund Solutions, and REPM, along with Equities, Fixed Income, and Investment Solutions in the same presentation. A presentation like this would contain both GIPS compliant and non-GIPS compliant materials. UBS AM is a member of an investment platform which provides a diverse range of investment supervisory services in the following areas: equities, fixed income, asset allocation, currencies, strategic investment advisory, infrastructure, private equity and real estate. Further descriptions of the investment services we provide can be found below, and we may, in our discretion, provide services to clients based on customized needs that are not described in this Firm Brochure. UBS AM may seek the advice and assistance of its non-U.S. affiliates within UBS Asset Management in providing investment supervisory services to its U.S. clients (in such capacity, "Participating Affiliates"). UBS AM may, in its discretion, delegate all or a portion of its advisory or other functions (including placing trades on behalf of clients) to any Participating Affiliate. The employees of such Participating Affiliates may provide portfolio management, research, financial analysis, order placement, and other services to UBS AM's U.S. clients. Such employees will be acting as associated persons of UBS AM in providing such services under the direct supervision and oversight of UBS AM. UBS AM remains responsible for the advice and services provided and clients will not pay additional investment advisory fees as a result of such advice and services being rendered by such associated persons, absent disclosure and express client consent. UBS AM has a global services agreement in place with its Participating Affiliates, which is structured in accordance with a series of SEC no-action relief letters mandating that Participating Affiliates remain subject to the regulatory supervision of both UBS AM and the SEC in certain respects. UBS AM may also manage assets for O'Connor, HFS, or REPM and may engage them to manage assets on behalf of UBS AM's clients. UBS AM provides discretionary investment management services and non-discretionary investment advisory services to clients that are employee benefit plans covered by the Employee Retirement Income Security Act of 1974 and the rules and regulations thereunder (collectively "ERISA"). For ERISA plan clients, UBS AM is typically a “covered service provider” to the plan for purposes of ERISA Section 408(b)(2). UBS AM provides services to ERISA plans both as a registered investment adviser under the Advisers Act and as a fiduciary under Section 3(21) of ERISA. In addition to institutional separate accounts for ERISA clients, UBS AM may serve as an ERISA fiduciary to plans whose assets we manage through wrap fee programs or through certain investment vehicles (e.g., private funds, collective investment trusts, etc.) whose assets are treated as plan assets under ERISA. This Firm Brochure provides additional information on the services provided by UBS AM to ERISA plans as well as direct and indirect compensation that our firm may receive in connection with managing ERISA plan assets. UBS AM provides individualized discretionary investment management services and non-discretionary investment advisory services to investment companies and various types of institutional and individual clients. UBS AM primarily provides active investment strategies to its clients and principally employs fundamental analysis in managing client accounts by attempting to identify discrepancies between current market prices and our estimate of fundamental value. In addition to fundamental analysis, UBS AM may employ growth equity, quantitative and enhanced index investment strategies in addition to multi-manager strategies where UBS AM engages third-party investment sub-advisers who may employ other investment philosophies, in addition to those used by UBS AM. UBS Asset Management manages certain client accounts pursuant to model strategies applied across all clients having similar benchmarks and investment guidelines. As a result of managing client assets in UBS Asset Management 7 accordance to a specific model, new accounts that invest in a model may initially invest in securities whose attributes fall outside the ranges typically associated with the specific investment mandate. For example, this may occur due to the appreciation or depreciation of the market capitalization of securities included in the model prior to the initiation of the new account. In addition, a client account may specify industry or sector allocation limits which are complied with based on standard sector or industry classifications rather than similar classifications used by the provider of the benchmark for the account. Lastly, when contributions and withdrawals are made to or from an account managed pursuant to a model, the transactions made to satisfy a client’s contribution or withdrawal may, depending on liquidity or other factors, have an effect on the market price of such securities held in other client accounts managed pursuant to the same model. UBS AM may also employ passive, active-passive and enhanced index strategies in managing certain client accounts or may invest certain clients' assets in funds or separate accounts managed by sub-advisers who use these strategies. Passive strategies are intended to replicate the investment performance of a specified index, gross of fees. Active-passive strategies involve active allocation to markets and passive selection of securities within those markets. Enhanced index strategies attempt to outperform a specified index while controlling risk relative to the index. Where UBS AM has not assumed discretionary investment authority, we will typically make periodic investment recommendations and provide our research and analysis supporting such recommendations to our clients involving securities to be purchased or sold including the amounts of such purchase or sale. In adopting our recommendation, a client may execute the transaction directly or may request UBS AM, as an accommodation, to place the orders for the purchase or sale of the securities recommended. In such cases, we will either determine the executing broker or a client may direct that such transaction be effected through a particular broker. These non-discretionary client accounts typically will not receive a recommendation or allocation to initial or secondary public offerings which are generally allocated by underwriters based on trading volumes generated by UBS AM’s discretionary clients. UBS AM has engaged the services of third-party pricing vendors to provide prices for securities held in client accounts. From time to time additional sources such as broker quotes or market prices are also used. Portfolio managers are primarily responsible for monitoring the pricing and liquidity of securities held in client accounts. If a portfolio manager questions the pricing of a security, he/she is required to contact UBS AM’s Global Valuation Committee, which is composed of personnel from the investment, market risk control, fund accounting and operations areas of the firm. If the valuation committee agrees that the primary and secondary pricing sources are not accurate, the committee will implement a fair value methodology (such as model or matrix pricing) to value the security using all information available to it including input from the portfolio manager. Individual securities or sectors of securities may be fair valued in response to issuer specific or market events. In addition, the valuation committee has engaged a third- party vendor to provide fair value pricing factors for all foreign equity securities and certain foreign equity futures held by certain pooled funds managed by UBS AM. These pricing factors are used to adjust the prices of securities held by the pooled funds to prevent market timing or arbitrage opportunities based on the movement of various markets around the world. The fair valuation of securities held in client accounts may result in instances where a security held in one account is priced at a different level than the same security held in another account. UBS AM has implemented various procedures reasonably designed to monitor and identify illiquid and stale priced securities. Any significant pricing or valuation issues identified are brought to UBS AM's global valuation committee for consideration. Valuation procedures will vary for infrastructure assets based on the region. UBS AM uses various institutional delivery systems for trade confirmation and settlement including, but not limited to, the Depository Trust & Clearing Corporation, Options Clearing Corporation, Chicago Mercantile Exchange, Canadian Depository for Securities Limited, Brazilian Clearing and Depository Corporation, Hong Kong Exchanges and Clearing Limited, Singapore Exchange Limited, Tokyo Stock Exchange, Clearnet SBF SA, Eurex Clearing AG, London Clearing House, Euroclear and Clearstream (Deutsche Borse Group). UBS Asset Management 8
Types of instruments
Types of investments which UBS AM offers investment advice on include, but are not limited to: (1) exchange-listed securities, securities traded over-the-counter, privately-placed securities and foreign issues; (2) warrants and rights; (3) debt securities issued by corporations, supranationals and financial institutions; (4) commercial paper and other money-market instruments; (5) certificates of deposit; (6) municipal securities; (7) mutual fund shares, including closed-end and exchange-traded funds; (8) government and government sponsored enterprises securities; (9) time deposits maintained inside or outside the U.S., held in book-entry form by the custodian of the client's assets; (10) foreign government and foreign government agency securities; (11) repurchase agreements; (12) bank loans and loan participations; (13) master notes; (14) mortgages (agency and non-agency mortgage-backed securities and real estate); (15) convertible securities, distressed debt, preferred stock, and pass-through participation certificates in pools of real estate mortgages, credit card receivables, and auto loan receivables (asset-backed securities); (16) insurance company separate accounts; (17) collateralized debt obligations; (18) commodities and currencies; (19) inflation protected securities; (20) depositary receipts; and (21) various derivative instruments, including: options contracts on securities and commodities, futures contracts, forward and spot currency contracts, swaps (including, but not limited to interest rate swaps, total return swaps, portfolio swaps, credit default swaps and swaps on indices), participation notes, structured notes and various types of agency and non- agency asset-backed securities. UBS AM may also invest client assets in pooled funds and funds-of-funds managed by UBS AM and/or its affiliates or by unaffiliated investment managers, including, but not limited to, alternative investment funds (e.g., hedge funds, private equity funds, etc.), real estate, publicly traded and private real estate investment trusts ("REITS"), unit investment trusts and collective investment trusts. UBS AM may offer advice with respect to partnership interests or other pooled interests investing in private equity investments, including venture capital, mezzanine, and LBO, and real estate, infrastructure and other alternative investments to clients whose investment objectives are consistent with those types of vehicles.
Tailoring advisory services to client needs
UBS AM designs its investment management services to meet the needs and objectives of each client. We use our best efforts to increase the value of a client’s assets under management through the investment and reinvestment of assets as limited by and subject to the terms of clients’ written investment guidelines and agreed risk tolerances. Our active management process involves the allocation of investments among asset classes, markets, regions and countries in addition to the selection of various types of instruments noted above on behalf of client accounts. UBS AM may invest in derivative instruments for the purpose of obtaining exposure to securities, currencies, commodities or markets, or to hedge or otherwise alter the risk and return characteristics of a portfolio. We do not use derivatives to leverage a portfolio absent authority to do so in client guidelines. We may invest in securities on a long-only basis or, where clients permit, may also enter into short-sales of securities or short derivatives positions. We do not manage portfolios for the purpose of providing for a client’s liquidity needs, with the exception of certain short-term fixed income assignments and when expressly required by a client’s guidelines. We may furnish advice or provide investment management services on matters not involving securities including actively managing foreign currency exposure of portfolios invested in assets denominated in currencies other than the client’s base currency, as well as investments in commodities and financial futures and derivative instruments. We also provide strategic investment advisory services that include a range of services including investment policy development, total portfolio construction and management incorporating alternative assets, risk management services, global tactical asset allocation and multi-manager research and portfolio construction. In addition, strategic investment advisory services include asset/liability management and fiduciary outsourcing for pension funds, foundations and endowments. UBS Asset Management 9
Providing portfolio management services to wrap fee programs
From time to time, UBS AM is retained by clients of broker-dealers or other investment advisers ("sponsors") under “wrap-fee” arrangements offered by these sponsors wherein the client selects UBS AM from among the investment advisers presented to the client by the sponsor. The sponsor has primary responsibility for client communications and service, and UBS AM provides investment management services to the clients. The sponsor generally arranges for payment of UBS AM’s advisory fees on behalf of the client, monitors and evaluates our performance, executes the client’s portfolio transactions and, in certain cases, provides custodial services for the client’s assets, all for a single fee paid by the client to the sponsor. To the extent the single fee also includes transaction costs, clients will pay additional costs when UBS AM executes trades with broker-dealers other than the sponsor. See below for a further description of such costs. UBS AM offers discretionary investment management services to individuals and institutions who are clients of UBS Financial Services Inc. ("UBS Financial Services"), an affiliate, as well as other affiliated and unaffiliated broker-dealers and investment advisers. UBS Financial Services’ clients may obtain UBS AM’s services through either our Private Wealth Solutions ("PWS") wrap program or UBS Financial Services' ACCESS ("ACCESS"), Managed Accounts Consulting ("MAC"), Strategic Wealth Portfolio ("SWP") or UBS Outsourced Chief Investment Officer ("OCIO") wrap programs. Summaries of these programs are provided below but clients should review the applicable Form ADV Part 2A wrap fee program brochures for important additional information. Clients in the PWS, ACCESS, SWP and OCIO programs pay an inclusive "wrap" fee that includes all investment management services, as well as custodial, execution and other services with or through an affiliated broker-dealer. The wrap fee does not include (i) commissions on transactions effected through broker-dealers other than the sponsor or the sponsor's affiliates; (ii) mark-ups/mark-downs on principal transactions with UBS Financial Services or other broker-dealers; (iii) custody fees imposed by other financial institutions if agreed to by the sponsor, and the client chooses to custody assets at other financial institutions; (iv) internal trust fees; (v) charges imposed by law; (vi) costs relating to trading in foreign securities (other than commissions otherwise payable to sponsor or sponsor’s affiliates); (vii) Depositary Receipt (“DR”) conversion fees; (viii) foreign dividend fees; (ix) internal charges and fees that may be imposed by any collective investment vehicles, such as open-end mutual funds, ETFs, closed-end funds, index shares, unit investment trusts, real estate investment trusts, collective investment trusts, or alternative investment funds that may be included as an investment in a portfolio; and (x) other specialized charges, such as transfer taxes, exchange and SEC transaction fees. UBS AM will generally attempt to place trades for execution on behalf of wrap accounts with the sponsor because the program fee typically includes execution costs. However, from time-to-time, UBS AM will execute trades away from the sponsor. Additionally, in general with respect to equity mandates, UBS AM may, at its discretion, consolidate model driven changes on behalf of wrap accounts with institutional and mutual fund accounts to achieve best execution. The wrap fee accounts will then be stepped out to the sponsor for settlement. As a result, costs related to trades executed away from the sponsor such as dealer spreads, mark-ups, mark-downs, exchange fees and other miscellaneous charges may be in addition to the all-inclusive program fee. The sponsor or one of its affiliates will also charge interest on any outstanding loan balances to clients who borrow money from the sponsor or such affiliate. The client also may be charged additional fees by the affiliated broker- dealer for specific account services, such as ACAT transfers, annual and termination fees for retirement accounts, Resource Management Accounts® or Business Services Accounts® and wire transfer charges. With regard to PWS municipal securities portfolio accounts, at UBS AM's sole discretion, it may or may not accept the contribution of municipal fixed income securities to fund a municipal securities account. If such securities are accepted, UBS AM may attempt to sell any securities transferred to the PWS account, either at the time the PWS account is initially funded or at a later time, which are not, in UBS AM's sole opinion, appropriate for the PWS account's municipal securities portfolio strategy. If, under normal market conditions, after ninety days of attempting to sell the securities, UBS AM has been unable to obtain UBS Asset Management 10 reasonable bids for them, it will have the right, in its discretion, at any time upon notice to the client to cease exercising discretion over, or providing any advice with respect to, the relevant securities. If UBS AM exercises its right, provides notice to the client and thereafter ceases exercising discretion over, or providing any advice with respect to, the securities, the client, and not UBS AM, will be solely responsible for any and all decisions to continue to hold or sell the securities, and UBS AM will cease having any responsibility for the securities. By opening a PWS municipal securities portfolio account and funding it with municipal securities already held by the client (or transferring the securities in the case of a subsequent contribution to the account), the client agrees that UBS AM will have no liability to the client or any other party if UBS AM determines at some point in the future to cease exercising discretion over, or providing any advice with respect to, any of the securities. The client should carefully consider these matters before
funding a PWS account with securities (or transferring the securities in the case of a subsequent
contribution to the Account) and a client should not fund an account with securities or transfer
them if the client is not prepared to accept investment discretion over them at some time in the
future, which may be at a time when the securities are completely illiquid, requiring the client to
hold them for an indefinite time. UBS AM may use affiliated money market funds or interest bearing deposit accounts ("Deposit Accounts") at UBS Bank USA (the "Bank"), an FDIC member institution and an affiliate of UBS AM, for our wrap accounts, for cash allocation, temporary investment purposes or otherwise. UBS AM, or our affiliates, earn advisory or other fees for providing services to these funds. This compensation is in addition to the fees paid by clients for investment advice. UBS Financial Services receives, to the extent permitted by applicable law, an annual fee of up to $25 from the Bank for each account that sweeps in Deposit Accounts at the Bank. PWS Program. Additional information concerning wrap fees, commissions and the PWS program is provided in the UBS Asset Management (Americas) Inc. Private Wealth Solutions Program Wrap Fee Program Brochure (Form ADV Part 2A), which is provided to all prospective clients of this program. ACCESS Program. ACCESS offers the client the portfolio management services of a select, pre-screened group of Separately Managed Account ("SMA") Managers. ACCESS is a sub-advisory program in which the client hires UBS Financial Services to assist him or her in the process of SMA Manager selection and authorizes UBS Financial Services to hire the manager on the client’s behalf. ACCESS services also include custody at UBS Financial Services, trading and execution through UBS Financial Services, and performance reporting. UBS AM is one of the SMA Managers in the ACCESS program. MAC Program. MAC is a consulting program that allows the client to select an SMA Manager and receive performance reporting on the eligible assets in his or her MAC account. Unlike in the ACCESS program, in MAC the client’s relationship and the client’s investment agreement are directly with the SMA Manager. UBS Financial Services acts as the client’s consultant, but the client delegates discretionary authority directly to the SMA Manager. Through the MAC program, clients pay a "wrap" fee to UBS Financial Services plus UBS AM’s investment management fee, if UBS AM is the SMA Manager. The wrap fee generally includes UBS Financial Services trade execution, custodial and consulting services. SWP Program. The SWP Program is a fee-based advisory program with discretionary and non-discretionary sub-accounts. The discretionary sub-accounts are managed by affiliated and non-affiliated investment managers while clients maintain trading authority over the non-discretionary sub-account, which include mutual funds and exchange traded funds. UBS AM mutual funds and SMA strategies are available for taxable accounts in the SWP program. UBS Asset Management 11 OCIO Program. OCIO is an advisory and discretionary investment management program designed to offer institutions (e.g., endowments, foundations, defined benefit pension plans) a way to delegate certain of their fiduciary responsibilities to UBS Financial Services and UBS AM. In order to participate in the OCIO program, a client must enter into an OCIO Consulting and Investment Management Services Agreement with UBS Financial Services and UBS AM, respectively. UBS Financial Services provides non-discretionary advisory services and assists the client in the development, preparation and periodic review of an investment policy statement ("IPS"). The IPS considers the client's overall investment policies, objectives and guidelines and includes asset allocation guidelines as well as any investment restrictions and preferences. UBS Financial Services also provides portfolio evaluation and review services, custody, and brokerage services for clients in the OCIO program. UBS AM provides OCIO clients with discretionary investment management services, which include asset allocation decisions and selection of investment managers and investment vehicles. For qualified defined benefit pension plans in the OCIO program, UBS-AM utilizes a liability-driven investment (LDI) strategy that incorporates the risk profile of the benefit liabilities in the determination of the risk profile of the portfolio assets. In this manner, the strategy seeks to help manage the volatility of the plan's funding status. In providing its services in the OCIO Program, UBS AM has full discretion to invest the assets in the account in any mutual funds, exchange-traded funds, exchange-traded notes, commingled funds, collective trusts, liquid alternative investment funds, and, if permitted by the IPS, privately-offered alternative investment funds (including hedge funds-of-funds) selected by UBS-AM, subject to any restrictions set forth in the client's OCIO Agreement or IPS. UBS AM may select portfolios or investment vehicles managed by third parties or managed by UBS AM or its affiliates, including UBS Asset Management Trust Company and UBS Hedge Fund Solutions LLC. The OCIO wrap fee includes UBS Financial Services' advisory, custodial, and trade execution services as well as UBS AM's discretionary investment management and, if applicable, pension risk management services. OCIO clients will not pay any additional fees or compensation to UBS AM or its affiliates in connection with investments in portfolios or investment vehicles managed by UBS AM or its affiliates, but will normally bear investment and operating expenses associated with such investment vehicles. OCIO clients will bear all investment and operating costs and expenses associated with third party investment vehicles, including, but not limited to, investment advisory fees paid to third party investment managers. UBS AM will generally place trades for execution on behalf of OCIO accounts with UBS Financial Services because the OCIO wrap fee typically includes execution costs. However, from time-to-time, UBS AM will execute trades away from UBS Financial Services. As a result, costs related to the transaction such as dealer spreads, mark-ups, mark- downs, exchange fees and other miscellaneous charges may be in addition to the wrap fee.
Restrictions regarding certain types of services and investments
UBS AM and UBS adhere to global policies that require compliance with relevant regulatory and legal requirements. An example of such a requirement would be sanctions, which are any measure or restriction (including those often referred to as embargoes), taken by one or more countries, their respective government agencies or by an international organization, which is aimed at restricting dealings of any kind with or involving another country, specific persons, legal entities, organizations or goods. UBS AM and UBS may restrict business activities with certain countries, governments, government controlled entities, territories or persons. In some cases, business activities are expressly prohibited, where other cases may require pre-approval from regional compliance personnel before any business activity can be considered. In addition, UBS AM and UBS have policies in place that prohibit securities of certain companies to be included in actively managed retail or institutional funds and in discretionary mandates. Such prohibitions include, but are not limited to, a ban on companies involved in the development, production or purchase of cluster munitions and anti-personnel mines, pursuant to a Swiss federal Act on War Materials. UBS AM is a part of a global financial services firm and may be precluded from acquiring or selling certain securities or investments on behalf of itself and clients as a result of inside information, conflicts of interests or other applicable laws or regulations. UBS AM is subject to certain provisions of the Bank Holding Company Act (“BHCA”) by reason of being owned by a foreign bank, UBS. The BHCA may in certain UBS Asset Management 12 circumstances limit our clients’ ownership of stock issued by other U.S. companies and other bank holding companies that are subject to the BHCA. UBS AM client accounts generally will not be able to invest in securities issued by UBS (except for accounts following a passive or quantitative strategy). Similarly, other state and federal laws may restrict our clients’ aggregate ownership of stock issued by certain companies. As a result of these possible limitations, UBS AM may not be able to purchase securities that our model would otherwise indicate we should and therefore your account would not participate in the "upside" of such purchase (if any).
Assets under management
Client assets under management for UBS Asset Management (Americas) Inc. as of December 31, 2018 are as follows: US Dollar Amount Discretionary: $ 158,148,708,435 Non-Discretionary $21,291,585,720 Total: $179,440,294,155 As noted above and in Item 5, UBS AM provides strategic investment advisory services, generally to pension plans, where we advise on the total asset level, but may not directly manage all of a client’s assets. UBS Asset Management 13 please register to get more info

Open Brochure from SEC website
Pooled Investment Vehicles $41,784,660,780
Discretionary $168,573,301,896
Non-Discretionary $23,671,065,952
Registered Web Sites

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