Opportunity aheadAn environment primed for merger arbitrage success

The current landscape of heightened merger activity combined with limited trading demand should create a target-rich environment for a merger arbitrage strategy. This approach has typically exhibited low correlation to broad capital markets and other hedge fund strategies, potential loss limitation in times of market stress, and tends to benefit from rising interest rates. We believe UBS O’Connor’s Merger Arbitrage team is positioned to take advantage of the complex opportunities today’s markets provide.

For professional / institutional / qualified investors only

UBS Asset Management

2

Slow and steady growth fosters a healthy deal environment…

Although investors have faced numerous challenges since the financial crisis of 2008, things seem to be looking up. Economic growth appears to be hitting the sweet spot—positive but not over-

heated. This can benefit mergers & acquisitions (M&A) activity, which historically is closely tied to both the S&P 500 Index and gross domestic product (GDP).

The current environment creates attrac-tive opportunities for M&A activity—and for skilled merger arbitrage managers.

Figure 1: Quarterly number of global announced M&A transactions vs. S&P 500

Figure 2: Quarterly number of global announced M&A transactions vs. economic growth

0

200

400

600

800

1000

1200

50

100

150

200

250

1996

1997

1998

1999

2000

2001

2002

2003

2004

2005

2006

2007

2008

2009

2010

2011

2012

2013

2014

2015

2016

2017

Quarterly announced transactions S&P 500 quarterly

Num

ber o

f dea

lsN

umbe

r of d

eals

0

200

400

600

800

1000

1200

2017201520132011200920072005200320010

25

50

75

100

125

150

175

200

0

200

400

600

800

1000

1200

1996

1997

1998

1999

2000

2001

2002

2003

2004

2005

2006

2007

2008

2009

2010

2011

2012

2013

2014

2015

2016

2017

-6

-4

-2

0

2

4

6

8

10

Quarterly announced transactions

Unemployment rate MSCI World Index GDP quarterly growth

0

200

400

600

800

1,000

1,200

20172015201320112009200720052003200119991997-6

-4

-2

0

2

4

6

8

10

Quarterly announced transactions

U.S. Unemployment rateMSCI World IndexU.S. GDP quarterly growth

Num

ber o

f dea

ls

Fact: According to an Ernst & Young (EY) survey, 64% of executives polled believe the global economy is improving.1

Source: Morgan Stanley, Thompson Reuters.

Source: Morgan Stanley, Thompson Reuters.

1 EY Global Capital Confidence Barometer, April 2017. Ey.com/ccb.

3

2 Source: Thompson Reuters, “Companies cheer Trump tax cuts, but jobs are less certain to follow,” David Shepardson and Diane Bartz, April 26, 2017.3 Source: Dealogic.

…while the political landscape is evolving…

Recent elections are spurring political changes worldwide. While many expect the new US administration to positively impact the M&A environment in the US, uncertainty abroad is likely to add a layer of complexity to deal-making in the coming years.

Positive factorsCorporate tax reform. The Trump administration has made corporate tax reform a priority. One potential reform would reduce the onshore tax burden on U.S. corporations, while allowing the repatriation of assets held outside the country. Currently, large U.S. companies have nearly USD 1.8 trillion in cash stockpiled overseas that could be used for M&A activity.2 For reference, an earlier tax holiday in 2004 increased deal volume by 34%.3

Reduced regulation. Antitrust is usually the biggest threat to deal completions – and in 2016, we saw several regulatory challenges lead to high-profile deal breaks. However, Republican administra-tions tend to be less supportive of antitrust enforcement, and the current administration has already signaled its intention to take a more hands-off approach to M&A oversight.

Potential challengesBrexit. Many executives are tentative in their view of the UK’s economy in the wake of the UK referendum. While a departure from the EU may result in a positive outcome, we believe there are likely to be bumps in the road. Additionally, the referendum raises the question as to whether other European countries will follow suit.

Headwinds in China. Increased regulation and scrutiny on outbound investments in China may have an impact on deal activity. However, the Chinese government has stressed that this scrutiny is being imposed to control the quality of acquisitions, rather than to deter acquisitions altogether.

“ We believe the current political environment provides a tailwind for merger arbitrage, with reduced regulation and tax reform likely benefitting deal flow in the coming years. Additionally, cash balances, low funding costs and corporate confidence all remain supportive of continued corporate merger activity.”

Blake Hiltabrand, Head of Merger Arbitrage Research

and Senior Portfolio Manager at UBS O‘Connor

1 EY Global Capital Confidence Barometer, April 2017. Ey.com/ccb.

4

… in the midst of a supply and demand mismatch…

As the expected supply of M&A deals grows larger, the overall picture for merger arbitrage strategies is becoming brighter. Positive factors include:

Fewer players The advent of the Volcker Rule limited the ability of investment banks to engage in proprietary trading, and as a result, merger arbitrage buyers have faced less competition. The mismatch between supply and demand has caused M&A deal spreads to widen, creating favorable conditions for merger arbitrage managers.

Bigger rewards The median weighted average cost of capital (WACC) for S&P 500 companies has fallen to 7.6%, its lowest level since 2004 (see Figure 3). This means that, perhaps more than ever, companies are incentivized to invest, as there is better likelihood of making a profit after providing shareholder returns and interest expense is high. Even as interest rates are poised to rise slowly, the cost of capital is expected to remain low, presenting an opportunity for companies to pursue more aggressive acquisitions.

Excess capital for deployment With more than USD 800 billion in “dry powder” available for investment purposes, we believe private equity funds will likely feel pressure to deploy capital in the years ahead (see Figure 4). The competition between corporate buyers and private equity investors should lead to more money chasing deals.

USD

Billi

ons

0

2

4

6

8

10

12%

2016

2015

2014

2013

2012

2011

2010

2009

2008

2007

2006

2005

2004

2003

2002

2001

Median WACC

WAC

C

25th to 75th percentile

0

200

400

600

800

1000

2017

2016

2015

2014

2013

2012

2011

2010

2009

2008

2007

2006

USD

Billi

ons

Figure 3: Historical S&P 500 WACC analysis Figure 4: Private Equity Dry Powder (December 2006–December 2016)

Source: J.P. Morgan, FactSet, Bloomberg, Moody’s. S&P 500 index excludes financials.

Source: Prequin

5

…and executives are feeling the pressure to outpace competitors…

Fact: 33% percent of executives who participated in the survey plan to increase their deal completions over the next 12 months as a way to create inorganic growth.4

4 EY Global Capital Confidence Barometer, April 2017. Ey.com/ccb.

While the strengthening economy is expected to boost returns for prevailing companies, executives are forced to seek out sources for inorganic growth— or fall behind their competition.

As noted by EY, “Geopolitical issues may dominate the headlines, but boards are laser-focused on countermeasures against technological disruption and seizing new routes to growth. Those countermeasures will often involve M&A.”4

Digital innovationsDigital innovation places significant pressure on corporate growth. As executives try to stay ahead of the threat of disruption, they will most likely need to take a serious look at acquisitions that can enhance their digital capabilities.

Cross-border transactionsCompanies are under pressure to expand internationally in order to secure supply chains, increase customer reach and dominate make-or-break industries. Despite a recent increase in protectionist sentiments, cross-border deals have continued to surge in an ever-globalizing world.

6

… which may breed an abundance of opportunities for skilled merger arbitrage managers.

While the imbalance between supply (sellers) and demand (merger investors) has broadened the opportunity set for merger arbitrage, transactions have grown in complexity. Economic conditions, market regimes and political policies can change quickly. Even the positive U.S. regulatory outlook could be affected by instability in Washington.

Sitting back and watching spreads converge in a portfolio of acquisition situations is a practice of the past. We believe passive merger arbitrage managers are not equipped to adapt to changes in the regulatory landscape or analyze deal-specific risk and adjust position sizes accordingly.

Investors should look for a skilled merger arbitrage manager who can:

In our view successful merger arbitrage investing requires an experienced and active team of specialists who can perform the extensive due diligence needed to analyze each potential deal. Every deal is unique, and each carries a very specific risk profile.

Actively and accurately assess deal break risk, time horizon and likelihood of completion

Construct portfolios across a range of deal types and exposures

Dynamically work into and out of positions as qualitative news events unfold

Employ a repeatable process and a time-tested risk framework

7

… which may breed an abundance of opportunities for skilled merger arbitrage managers.

Experience. Team averages 23 years of industry experience, resulting in superior transaction underwriting.6

Resources. Ability to leverage insights and skill sets of 60+ investment profes-sionals across O’Connor, including Long/Short Equity specialists and the Credit team.6 This collaborative framework enhances trade expression.

Industry-leading, consistent risk management framework. Rigorous and dynamic deal grading allows for appropri-ate exposure to transactions with differing risk levels.

UBS O’Connor LLC (O’Connor) is a single-manager hedge fund manager with dedicated teams running a broad range of strategies. O’Connor has managed a Merger Arbitrage strategy since the launch of the flagship multi-strategy fund in 2000, and has demonstrated the ability to successfully navigate various market environments, including the global financial crisis of 2008-2009. The current Merger Arbitrage team has managed the strategy since 2005 (launching a standalone merger arbitrage fund in 2015) and oversees a total of USD 1.9 billion across various funds for the firm.5

The team has the following competitive advantages when compared to their peers:

Joe NewellHead of Merger Arbitrage • Has managed the Merger Arbitrage

strategy at O’Connor since 2005• 20 years with UBS/O’Connor • Trader on the floor of the Chicago

Board of Options• BS in Business Administration from

the Haas School of Business at the University of California, Berkeley

Blake HiltabrandHead of Merger Arbitrage Research and Senior Portfolio Manager• 10 years with O’Connor• Previously, Assistant Portfolio Manager

at Deephaven Capital and Amaranth Advisors

• Senior Analyst at Goldman Sachs focused on event-driven research

• BA in Economics from Wake Forest University

• CFA Charterholder

Gurpreet OttalPortfolio Manager• Portfolio Manager for the Merger

Arbitrage strategy at O’Connor since 2015

• Previously, Portfolio Manager of a global event-driven strategy at TT International

• CR Intrinsic, focusing on European and US event-driven situations

• Lehman Brothers in the Global Trading Strategies group

• MA in Economics from Cambridge University

5 Source: UBS O‘Connor. As of 1 May 2017.6 Source: UBS O‘Connor. As of 1 March 2017.

O’Connor’s robust Merger Arbitrage team

Where to turn?

8

Merger arbitrage is an event-driven hedge fund strategy that seeks to benefit from a corporate merger or acquisition by taking a long position in the target company while often selling short the acquiring company. The goal is to capture the price differential (“spread”) between a deal’s announced price and the pre-closing price of the target stock. Essentially, merger arbitrage invests in the likelihood of a deal successfully closing.

Hedge against equity risk. The financial crisis of 2008-09 saw equity markets plunge. The S&P 500 Index dropped 56.8% from its peak in October of 2007 to its trough in March of 2009. Conversely, the HFRX ED: Merger Arbitrage Index was up 1.97% during that period.7 Merger arbitrage was able to generate returns that were uncorrelated to equity market performance while also helping to protect capital during the decline.

While many event-driven strategies invest in ‘softer’ event catalysts, such as a management change, subsidiary spin-offs or rumors of acquisitions, the Merger Arbitrage strategy at O’Connor focuses on announced transactions and publicly disclosed negotiations, considered much ‘harder’ catalysts. We have high convic-tion in merger arbitrage strategies over typical event-driven funds, particularly given today’s merger environment.

As Figure 5 illustrates, merger arbitrage strategies have fared well even during market downturns.

Diversify within traditional and alternative portfolios. An allocation to merger arbitrage can help investors diversify their return sources while also managing risk. Merger arbitrage offers diversification even within a portfolio of alternative investments, because returns

Beyond today’s opportunities, we believe merger arbitrage has the potential to produce attractive risk-adjusted returns combined with loss limitation across market cycles. It can be a valuable allocation in a portfolio, offering investors potential protection from both market volatility and interest rate risk.

are dependent on specific deals rather than on broad market events.

Perform in a rising interest rate environment. After decades of per-sistently low interest rates, we appear to be entering a period of gradually rising rates. During the last two rising rate periods, merger arbitrage strategies outperformed bonds, as evidenced in Figure 6 below.

How a merger arbitrage allocation can benefit a portfolio

Potential portfolio benefits throughout various market scenarios

Figure 5: Merger Arbitrage versus equity markets: helps protect while participating

Figure 6: Merger Arbitrage historically outperforms bonds in periods of rising rates

7 Source: Bloomberg, CBOE. The HFRX ED: Merger Arbitrage Index is quoted in this instance due to the fact that daily return values are measured.

-8

-4

0

4

8

HFRI ED Merger Arbitrage Index S&P 500 TR Index

Aver

age

retu

rn (q

uarte

rly)

S&P up months S&P down months

Aver

age

reru

rn (m

onth

ly)

0

5

10

15

20

25

30%

HFRI Merger Arbitrage Index Barclays US Aggregate Bond Index

1/99–7/00 12/03–7/06 3/15–5/17

Source: Bloomberg Source: Bloomberg

9

We believe UBS O’Connor’s Merger Arbitrage team is uniquely positioned and resourced to take advantage of heightened M&A activity in an economy that continues to strengthen. As M&A players anxiously await the deployment of capital into the market, the supply/ demand mismatch will eventually force private equity into the game. In the meantime, as seasoned experts, O’Connor can navigate complex transactions and regulatory shifts in a constantly evolving environment.

“We believe that modest global GDP expectations will fuel a strong M&A market in 2017 as market participants continue to look to expand via acquisition. Low cost of capital, an improving regulatory backdrop, modest organic growth, and continued globalization will be supportive to strategic transactions. The beneficial environment for strategic deal activity coupled with the “dry powder” in the private equity market should lead to continued robust deal activity in 2017 and beyond.”

Joe Newell Head of Merger Arbitrage

at UBS O’Connor

In conclusion…

10

Endnotes

S&P 500 Total Return Index is the total return version of S&P 500 index. Dividends are reinvested on a daily basis. All regular cash dividends are assumed reinvested in the S&P 500 index on the ex-date. Special cash dividends trigger a price adjustment in the price return index.

HFRX ED: Merger Arbitrage Index is an investible index that focuses on strategies that employ an investment process primarily focused on opportunities in equity and equity related instruments of companies which are currently engaged in a corporate transaction. Merger Arbitrage involves primarily announced transac-tions, typically with limited or no exposure to situations which pre-, post-date or situations in which no formal announcement is expected to occur. Opportunities are frequently presented in cross border, collared and international transac-tions which incorporate multiple geographic regulatory institutions, with typically involve minimal exposure to corporate credits. Merger Arbitrage strategies typically have over 75% of positions in announced transactions over a given market cycle.

HFRI ED: Merger Arbitrage Index represents Merger Arbitrage strategies which employ an investment process primarily focused on opportunities in equity and equity related instruments of companies which are currently engaged in a corporate transaction. Merger Arbitrage involves primarily announced transac-tions, typically with limited or no exposure to situations which pre-, post-date or situations in which no formal announcement is expected to occur. Opportunities are frequently presented in cross border, collared and international transac-tions which incorporate multiple geographic regulatory institutions, with typically involve minimal exposure to corporate credits. Merger arbitrage strategies typically have over 75% of positions in announced transactions over a given market cycle.

Barclays US Aggregate Bond Index represents securities that are SEC-registered, taxable, and dollar denominated. The index covers the U.S. investment grade fixed rate bond market, with index components for government and corporate securities, mortgage pass-through securities, and asset-backed securities. These major sectors are subdivided into more specific indices that are calculated and reported on a regular basis.

The Risks Associated with Investing in a Hedge Fund generally:

• Limited Regulatory Oversight - Since Hedge Funds are typically private investments, they do not face the same oversight and scrutiny from financial regulatory entities such as the Securities and Exchange Commission (“SEC”) and are not subject to the same regulatory requirements as regulated investment companies, (i.e., open-end or closed-end mutual funds) including requirements for such entities to provide certain periodic pricing and valuation information to investors. Hedge fund offering documents are not reviewed or approved by the SEC or any US state securities administrator or any other regula-

tory body. Also, managers may not be required by law or regulation to supply investors with their portfolio holdings, pricing, or valuation information.

• Portfolio Concentration; Volatility - Many Hedge Funds may have a more concentrated or less diversified portfolio than an average mutual fund. While a more concentrated portfolio can have good results when a manager is correct, it can also cause a portfolio to have higher volatility.

• Strategy Risk - Many Hedge Funds employ a single investment strategy. Thus, a Hedge Fund or even a fund of Hedge Funds may be subject to strategy risk, associated with the failure or deterioration of an entire strategy. Strategy specific losses can result from excessive concentration by multiple Hedge Fund managers in the same investment or broad events that adversely affect particular strategies.

• Use of Leverage and Other Speculative Investment Practices - Since many Hedge Fund managers use leverage and speculative investment strategies such as options and short sales, investors should be aware of the potential risks. When used prudently and for the purpose of risk reduction, these instruments can add value to a portfolio. However, when leverage is used excessively and the market goes down, a portfolio can suffer tremendously. Also, managers can face additional risk when selling short. In theory, the loss associated with shorted stocks is infinite, because stocks can go up indefinitely. So, while selling short can add return and risk reduction to a portfolio, managers need to pay special attention to their short positions. In the same way, when options are used to hedge a portfolio (i.e., short calls and buy puts), the portfolio’s volatility can be reduced. However, when options are used to speculate (i.e., buy calls, short puts), a portfolio’s returns can suffer and the risk of the portfolio can increase.

• Valuations – Further there have been a number of high profile instances where Hedge Fund managers have mispriced portfolios, either as an act of fraud or negligence.

• Past Performance - Past performance is not necessarily indicative and is not a guarantee of a Hedge Fund’s future results or performance. Some Hedge Funds may have little or no operating history or performance and may use hypothetical or pro forma performance that may not reflect actual trading done by the manager or advisor and should be reviewed carefully. Investors should not place undue reliance on hypothetical or pro forma performance.

• Limited Liquidity - Investors in Hedge Funds often have limited rights to redeem or transfer their investments. In addition, since Hedge Funds are not listed on any exchange, it is not expected that there will be a secondary market for them. Repurchases may be available, but only on a limited basis. A Hedge Fund’s manager may deny a request to transfer if it determines that the transfer may result in adverse legal or tax consequences for the Hedge Fund.

• Tax Risks – Investors in certain jurisdictions and in Hedge Funds generally may be subject to pass-through tax treatment on their investment. This may result in an investor incurring tax liabilities during a year in which the investor does not receive a distribution of any cash from the Fund. In addition, an investor may not receive any or only limited tax information from Hedge Fund and funds of Hedge Funds may not receive tax information from underlying managers in a sufficiently timely manner to enable an investor to file its return without requesting an extension of time to file. In certain jurisdictions a lack of tax information may result in an Investor being taxed on a deemed basis at an adverse rate of tax.

• Fees and Expenses - Most Hedge Funds charge both an asset-based management fee and a performance-based incentive fee or allocation. In addition, many Hedge Funds are more actively traded than a long-only mutual fund and thus have greater commission expenses for securities trading. As a result, the fees and expenses associated with Hedge Fund investing may exceed those of a long-only mutual fund.

• Reliance on Fund Manager; Lack of Transparency - A Hedge Fund’s manager or adviser has total trading authority over the Hedge Fund. There is often a lack of transparency as to a Hedge Fund’s underlying investments. Because of this lack of transparency, an investor may be unable to monitor the specific investments made by the Hedge Fund or to know whether the invest-ments are consistent with the Hedge Fund’s historic investment philosophy or risk levels. Due to the risks mentioned above, it is important to perform proper due diligence in evaluating and choosing Hedge Fund managers to place your money with. There have been occasions when Hedge Fund managers took on too much risk in their portfolio and lost a substantial amount of their investors’ money. This document is for informational purposes only and is not intended to be construed as an invitation or offer of securities or to conclude a contract or to buy and sell any security or related financial instrument. Such an offer will only be made by means of a confidential offering memorandum. This material is confidential and intended solely for the information of the person to whom it has been delivered and may not be distributed in any jurisdiction where such distribution would consti-tute a violation of applicable law or regulations or to certain categories of investors. Recipients may not reproduce or transmit it, in whole or in part, to third parties. The program described herein is for sophisticated investors or profes-sional clients as the program by its nature involves a substantial degree of risk. This document is not to be distributed to or relied upon by retail clients under any circumstances. The information in this document does not constitute advice and does not take into consideration your investment objectives, legal, financial or tax situation or particular needs in any other respect. Investors should seek professional advice as to the suitability of the program. If conflicts exist between this document and the applicable offering memoran-dum, the offering memorandum takes precedence. Any returns presented may or may

11

not be indicative of the returns of the share class, series, and/or fund offered to you. Commissions and costs have a negative impact on performance. Should the currency of a financial product or service not match your reference currency, performance may rise or fall due to currency fluctuations. Your actual returns may be different and can be determined from the statements sent by the fund’s administrator.

Unless otherwise noted, the information used to create information presented was based solely on information collected and retained by the investment manager and is believed to be reliable, but its accuracy cannot be guaranteed. Informa-tion used herein may have been obtained from third party sources including affiliates and as such the investment manager makes no representations as to the accuracy of such source or information which is subject to change without notice to the recipient. Notwithstanding the foregoing, third party funds and managers have neither reviewed nor approved any of the charts, graphs or other materials prepared by UBS based on information contributed by such third party funds and managers. If contained in a presentation, the information herein is not intended to be read in isolation and may not provide a full explanation of all of the topics that were presented and discussed. All such information and opinions are subject to change without notice. Neither this document nor the securities nor any other financial instruments referred to herein have been registered or filed with or approved or disapproved by any regulatory authority of any country or jurisdiction, and no regulatory authority has passed upon or endorsed upon the merits of this product or the accuracy or adequacy of this document. UBS may have a position in and may make a purchase and/or sale of any of the securities or other financial instruments mentioned in this document. This document may contain statements that constitute “forward-looking statements”, including, but not limited to, statements relating to our future business development. While these forward-looking statements represent our judgments and future expectations concerning the development of our business, a number of risks, uncertainties and other important factors could cause actual developments and results to differ materially from our expectations. Any market or investment views expressed are not intended to be investment research. Source for all data and charts (if not indicated otherwise): UBS Asset Management, a business division of UBS AG.

The securities offered hereby (if this presentation concerns a Fund) are not deposits or other obligations of UBS or any other Bank, are not endorsed or guaranteed by UBS or any other Bank, are not insured by the Federal Deposit Insurance Corporation (FDIC) or any other Governmental Agency and involve investment risks, including loss of principal invested.

As an investor, you should read the Fund Documentation prior to investing in the Fund. An affiliate of the Investment Manager may serve as the Administrator of the Fund, and the Investment Manager may engage affiliates as Prime Brokers for the Fund. Past performance (whether simulated or actual) is not indicative of future

results. Potential for profit is accompanied by possibility of loss.

ANY LOSSES IN THE FUND WILL BE BORNE SOLELY BY INVESTORS IN THE FUND AND NOT BY UBS O’CONNOR LLC OR ITS AFFILIATES; THEREFORE, UBS O’CONNOR LLC’S LOSSES IN THE FUND WILL BE LIMITED TO LOSSES ATTRIBUTABLE TO THE OWNERSHIP INTERESTS IN THE FUND HELD BY UBS O’CONNOR LLC AND ANY AFFILIATES IN ITS CAPACITY AS INVESTOR IN THE FUND OR AS BENEFICIARY OF A RESTRICTED PROFIT INTEREST HELD BY UBS O’CONNOR LLC OR ANY AFFILIATE.

For Switzerland: This document has been issued by UBS AG, a company registered under the Laws of Switzerland, and its affiliates. The following paragraph refers only to fund(s) mentioned in this document, which are distributed in or from Switzerland, which are managed by UBS and/or any of its affiliates and having UBS Fund Management (Switzerland) AG as Representative in Switzerland. Any such fund(s) referenced herein are intended only for Swiss qualified investors pursuant to Art 10.3 of the Collective Investment Schemes Act (CISA) and are not allowed to be distributed to the retail public (i.e. non-qualified investors).

Information for Swiss qualified Investors: Representative in Switzerland is UBS Fund Management (Switzerland) AG, Aeschenplatz 6, 4052 Basel. Paying Agent in Switzerland: UBS Switzerland AG, Bahnhofstrasse 45, 8001 Zürich. The relevant Legal Fund Documents to this fund (s) are available free of charge from the Representa-tive in Switzerland. Before any investment, please read the latest Legal Fund Documents. The information herein is not intended to be construed as a solicitation or an offer to invest in the fund(s). Past performance is not a reliable indicator of future results. The performance shown does not take account of any commissions and costs charged when subscribing and redeeming. If the currency of the fund(s) is different from your reference currency, the return can increase or decrease as a result of currency fluctuations. This information pays no regard to the specific or future investment objectives, financial or tax situation or particular needs of any specific recipient. The details and opinions contained in this document are provided by UBS O’Connor LLC without any guarantee or warranty and are for the recipient’s personal use and information purposes only. This document and its contents have not been reviewed by any regulatory authority in Switzerland.

For USA: This document has been issued by UBS O’Connor LLC for distribution to professional clients or sophisticated investors only. Funds are offered through UBS Asset Management (US) Inc./UBS Financial Services Inc. (a member of FINRA and SIPC). UBS O’Connor LLC (an investment adviser registered with the US Securities and Exchange Commission) and UBS Financial Services Inc./UBS Asset Management (US) Inc. are wholly-owned subsidiaries of UBS AG.

For EMEA: This document has been issued by UBS O’Connor Limited, a company registered under the laws of the United Kingdom, however it has not been prepared in line with the Financial Conduct

Authority of the UK (FCA) requirements designed to promote the independence of investment research and is not subject to any prohibition on dealing ahead of the dissemination of investment research. In relation to each member state of the EEA which has implemented the Alternative Investment Fund Managers Directive (Directive (2011/61/EU), the “AIFMD”), this document may only be distributed, and Shares in the Fund may only be offered or placed, in a member state to the extent that: (i) the Fund is permitted to be marketed to professional investors in the relevant member state (as implemented in the local law/regulation of that member state); or (ii) this document may otherwise be lawfully distributed and/or the Shares in the Fund may otherwise be lawfully offered or placed in that member state (including at the initiative of the investor). In relation to each member state of the EEA which, at the date of this document, has not implement-ed the AIFMD, this document may only be distributed, and Share in the Fund may only be offered or place, to the extent that this document may be lawfully distributed and the Shares in the Fund may be lawfully offered or placed in that member state. Funds are offered to Professional Client and Eligible Counterparty customers in the UK through UBS O’Connor Limited, a direct wholly-owned subsidiary of UBS AG, and UBS Asset Management (US) Inc. (a member of FINRA and SIPC), an indirect wholly-owned subsidiary of UBS AG.

For Hong Kong: This document and its contents have not been reviewed by any regulatory authority in Hong Kong. No person may issue any invitation, advertisement or other document relating to the Interests whether in Hong Kong or elsewhere, which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to the Interests which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571) and any rules made thereunder. The use of simulated past perfor-mance is not permitted in this jurisdiction.

For Singapore: This document has not been registered with the Monetary Authority of Singapore pursuant to the exemptions under Sections 304 and 305 of the SFA. Accordingly, this document may not be circulated or distributed, nor may the Securities be offered or sold, whether directly or indirectly, to any person in Singapore other than (i) to an institutional investor pursuant to Section 304 of the SFA, (ii) to an accredited investor or other relevant person, or any person pursuant to Section 305(2) of the SFA, and in accordance with the conditions specified in Section 305 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

For Vietnam: This document does not contem-plate an offer to sell the securities in Vietnam and has not been approved by the State Securities Commission of Vietnam which takes no responsibility for its contents. No offer to purchase the securities will be made in Vietnam and this document is intended to be read by the address-

© UBS 2017. All rights reserved.17-0477 6/17www.ubs.com/am-us

UBS Asset Management (Americas) Inc. and UBS Financial Services Inc. are indirect subsidiaries of UBS Group AG.

ees only. Investors should themselves carefully balance the risks and the level of those risks before they make any decision to invest in the securities. Investors are responsible for obtaining all approvals required by the laws of Vietnam.

For Korea: The securities may not be offered, sold and delivered directly or indirectly, or offered or sold to any person for re-offering or resale, directly or indirectly, in Korea or to any resident of Korea except pursuant to the applicable laws and regulations of Korea, including the Capital Market and Financial Investment Business Act and the Foreign Exchange Transaction Law of Korea, the presidential decrees and regulations thereunder and any other applicable laws, regulations or rules of Korea. The securities have not been registered with the Financial Services Commission of Korea (FSC) for a public offering in Korea nor has it been registered with the FSC for distribution to non-qualified investors in Korea.

For People’s Republic of China: This document and its contents have not been reviewed by, delivered to or registered with any regulatory or other relevant authority in the People’s Republic of China (the “PRC”). This document is for

informational purposes and should not be construed as an offer or invitation to the public, direct or indirect, to buy or sell securities. This document is intended for limited distribution and only to the extent permitted under applicable laws in the PRC. No representations are made with respect to the eligibility of any recipients of this document to acquire interests in securities under the laws of the PRC.

The securities may not be offered or sold directly or indirectly in the People’s Republic of China (the “PRC”). Neither this document or information contained or incorporated by reference herein relating to the securities, which have not been and will not be submitted to or approved/verified by or registered with the China Securities Regulatory Commission (“CSRC”) or other relevant governmental authorities in the PRC pursuant to relevant laws and regulations, may be supplied to the public in the PRC or used in connection with any offer for the subscription or sale of the Securities in the PRC. The Securities may only be offered or sold to the PRC investors that are authorized to engage in the purchase of Securities of the type being offered or sold. PRC investors are responsible for obtaining all relevant

government regulatory approvals/licenses, verification and/or registrations themselves, including, but not limited to, any which may be required from the CSRC, the State Administration of Foreign Exchange and/or the China Banking Regulatory Commission, and complying with all relevant PRC regulations, including, but not limited to, all relevant foreign exchange regulations and/or foreign investment regulations.

For Canada: Services to Canadian persons for any strategy herein are provided by UBS Asset Management (Canada) Inc. UBS Asset Manage-ment (Canada) Inc., a Nova Scotia corporation, is a member of the UBS Asset Management business division of UBS AG, a publicly traded Swiss bank. UBS Asset Management (Canada) Inc. is an indirect wholly-owned subsidiary of UBS AG and is registered as portfolio manager and exempt market dealer (in all provinces of Canada), commodity trading manager (Ontario), investment fund manager (Ontario, Quebec and Newfound-land) and adviser—Commodity Futures (Manito-ba), all pursuant to Canadian securities law.

© Copyright UBS 2017. The key symbol and UBS are among the registered and unregistered trademarks of UBS. All rights reserved.