UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c)
of the Securities Exchange Act of 1934 (Amendment No. )
Check the appropriate box: | |
o | Preliminary Information Statement |
o | Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) |
x | Definitive Information Statement |
| PACE® Select Advisors Trust |
| (Name of Registrant As Specified In Its Charter) |
Payment of Filing Fee (Check the appropriate box): | |
x | No fee required |
o | Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11 |
(1) | Title of each class of securities to which transaction applies: |
|
|
(2) | Aggregate number of securities to which transaction applies: |
|
|
(3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): |
|
|
(4) | Proposed maximum aggregate value of transaction: |
|
|
(5) | Total fee paid: |
|
|
o | Fee paid previously with preliminary materials. |
o | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
(1) | Amount Previously Paid: |
|
|
(2) | Form, Schedule or Registration Statement No.: |
|
|
(3) | Filing Party: |
|
|
(4) | Date Filed: |
|
|
PACE® International Emerging Markets Equity Investments
PACE® Select Advisors Trust | Information Statement
1285 Avenue of the Americas
New York, New York 10019-6028
December 10, 2019
Dear Shareholder,
UBS Asset Management (Americas) Inc. ("UBS AM"), the manager of PACE International Emerging Markets Equity Investments ("Fund"), selects subadvisors for the Fund, a portfolio of PACE Select Advisors Trust ("Trust"), subject to approval of the board of trustees ("Board" or "Trustees") of the Trust. A significant service you receive with the Fund is the on-going oversight by UBS AM of the Fund's subadvisors. We are pleased to inform you that, at the recommendation of UBS AM, the Board has appointed RWC Asset Advisors (US) LLC ("RWC") to serve as a new subadvisor to the Fund. RWC assumed investment advisory responsibility with respect to a portion of the Fund's portfolio on September 11, 2019.
Mondrian Investment Partners Limited ("Mondrian"), William Blair Investment Management, LLC and LMCG Investments, LLC ("LMCG") also currently serve as subadvisors of the Fund, and each will continue to be responsible for managing a separate portion of the Fund's assets (each separate portion, an "Allocated Portion"). Each subadvisor manages a portion of the Fund's portfolio as allocated by UBS AM and overseen by the Board, with each employing different investment strategies, as discussed in the Fund's prospectus. The relative value of each subadvisor's share of the Fund's assets may change over time.
S1713
Please note that, in reliance on exemptive relief obtained by UBS AM and the Trust from the U.S. Securities and Exchange Commission ("SEC"), the appointment of RWC and the approval of a corresponding investment subadvisory agreement between UBS AM and RWC ("Subadvisory Agreement") on the Fund's behalf do not require a shareholder vote. Therefore, we are not asking you for a proxy, and you are requested not to send us a proxy. The purpose of this document is to provide you with additional information about these changes that we are required to make available to you.
ii
Information regarding the PACESM Select Advisors Program
The PACESM Select Advisors Program ("PACE Program") and the Trust are designed to assist you in devising an asset allocation strategy to meet your individual needs. Through the PACE Program, UBS Financial Services Inc. combines its ability to evaluate your investment objectives and risk tolerance, based on information that you provide, with professional investment advice and provides a suggested allocation of your assets among the portfolios of the Trust that conforms to the evaluation of those tolerances and objectives. Class P shares of the Trust are offered through the PACE Program, certain other advisory programs and through certain brokerage platforms. Other share classes are offered to investors not participating in the PACE Program or the applicable other advisory programs and brokerage platforms.
Information regarding UBS AM
UBS AM is the manager and primary provider of investment advisory services to each portfolio of the Trust, including the Fund. Pursuant to an investment management and administration agreement with the Trust ("Management Agreement"), UBS AM administers the Trust's affairs and has the ultimate authority, subject to oversight of the Trust's Board, to oversee the subadvisors for the Fund and recommend their hiring, termination and replacement and to allocate assets among the Fund's subadvisors. UBS AM continuously supervises and monitors the performance of each subadvisor on a quantitative and qualitative basis and regularly evaluates each subadvisor's investment strategy and investment performance as well as the consistency of the subadvisor's investment approach with the Fund's investment objective. In evaluating each subadvisor, UBS AM reviews a number of factors, including, but not limited to, the subadvisor's past investment performance during various market conditions, continued ability to meet the applicable fund's investment objective, investment management philosophy and processes employed, experience and qualifications of key personnel, financial condition and stability, the correlation
iii
of the subadvisor's investment approach with those of other subadvisors of the applicable fund and the structure of the fund's overall portfolio.
UBS Asset Management (US) Inc. ("UBS AM (US)"), an affiliate of UBS AM, serves as the principal underwriter of each portfolio's shares under an underwriting contract that requires UBS AM (US) to use its best efforts, consistent with its other businesses, to sell each portfolio's shares. Pursuant to an agreement with UBS AM (US), UBS Financial Services Inc. also serves as a dealer for the portfolios' shares. As of September 30, 2019, UBS AM had approximately $199 billion in assets under management. UBS AM is an indirect asset management subsidiary of UBS Group AG and a member of the UBS Asset Management Division, which had approximately $858 billion in assets under management worldwide as of September 30, 2019. UBS Group AG is an internationally diversified organization headquartered in Zurich, Switzerland with operations in many areas of the financial services industry. The principal business offices of UBS AM and UBS AM (US) are located at One North Wacker Drive, Chicago, Illinois 60606 and at 1285 Avenue of the Americas, New York, New York 10019-6028. The principal business office of UBS Financial Services Inc. is located at 1285 Avenue of the Americas, New York, New York 10019-6028.
iv
Table of Contents | |||||||
Information regarding the PACESM Select Advisors Program | iii | ||||||
Information regarding UBS AM | iii | ||||||
PACE International Emerging Markets Equity Investments | 1 | ||||||
Background | 1 | ||||||
Investment strategies of RWC | 1 | ||||||
New Subadvisory Agreement | 2 | ||||||
Trustees' considerations | 3 | ||||||
SEC exemptive order | 6 | ||||||
Additional information about UBS AM, UBS AM (US) and UBS Group AG | 6 | ||||||
Additional information about RWC | 7 | ||||||
Reports to shareholders | Back cover |
v
This page intentionally left blank.
vi
PACE International Emerging Markets Equity Investments
Background
At the recommendation of UBS AM, the Board appointed RWC as a new subadvisor for the Fund and approved the Subadvisory Agreement at a meeting held on November 27-28, 2018. RWC assumed investment advisory responsibilities and the Subadvisory Agreement became effective on September 11, 2019. The Trustees determined to approve the Subadvisory Agreement after a thorough analysis of the proposed service to be provided by RWC. The material factors considered by the Trustees in approving the Subadvisory Agreement are set forth below under "PACE International Emerging Markets Equity Investments—Trustees' considerations."
Investment strategies of RWC
With respect to its Allocated Portion, RWC combines top-down analyses of economic, political and social factors with bottom-up quantitative and qualitative fundamental research to seek to identify countries, sectors and companies with attractive risk/return profiles based, in part, on RWC's experience investing in a wide range of markets at various stages of development. RWC's strategy focuses on companies that demonstrate robust growth characteristics and are undervalued by investors. RWC first performs qualitative and quantitative macroeconomic research regarding environment and potential tailwinds and headwinds for regions and countries, which then drives its bottom-up research on specific companies. Macroeconomic factors that RWC considers in its investment process include strength of the business cycle, inflation management, foreign exchange reserves, current account balance, fiscal policy, gross domestic product growth, and monetary policy. These factors are subsequently analyzed along with institutional and political factors. RWC may adjust its strategy to help manage the segment's liquidity and position sizing, and may sell a security that reaches its price target or that is negatively impacted by changes in macroeconomic conditions or geographic-, sector- or issuer-specific factors.
1
New Subadvisory Agreement
Under the Subadvisory Agreement, subject to the supervision and direction of the Trustees and review by UBS AM and any written guidelines adopted by the Board or UBS AM, RWC will provide a continuous investment program for the Fund (or any Allocated Portion thereof) including investment research and discretionary management with respect to all securities and investments and cash equivalents, and make decisions with respect to, and place orders for, all purchases and sales of the Fund's investments for its Allocated Portion, all in accordance with the Fund's investment objective, policies and restrictions as stated in the Trust's currently effective registration statement under the Investment Company Act of 1940, as amended ("Investment Company Act").
Under the Subadvisory Agreement, RWC will bear all expenses incurred by it in connection with its services to its Allocated Portion of the Fund, but RWC will not be responsible for any expenses incurred by the Trust, the Fund or UBS AM.
For the services provided and the expenses assumed by RWC under the Subadvisory Agreement, UBS AM (not the Fund) will pay to RWC a fee, computed daily and payable monthly, based on an annual percentage of the average daily net assets of its Allocated Portion of the Fund.
The Subadvisory Agreement will remain in effect for two years after its effective date and will continue thereafter for successive periods of twelve months each, provided that its continuance is approved at least annually (i) by a vote of a majority of the Trustees who are not "interested persons" (as defined in the Investment Company Act) of the Trust ("Independent Trustees"), cast in person at a meeting called for the purpose of voting on such approval or (ii) by vote of a majority of the outstanding voting securities of the Fund.
The Subadvisory Agreement provides that it will terminate automatically in the event of its "assignment," as defined in the Investment Company Act, or upon the termination of the Fund's Management
2
Agreement with UBS AM. The Subadvisory Agreement provides for termination, without payment of any penalty, by vote of the Board or by a vote of a majority of the Fund's outstanding voting securities on 30 days' written notice to RWC. UBS AM also may terminate the Subadvisory Agreement, without payment of any penalty: (i) upon 120 days' written notice to RWC; (ii) upon material breach by RWC of any of the representations, warranties and agreements contained in the Subadvisory Agreement which is either incapable of remedy or not remedied upon 30 days' written notice to RWC; or (iii) immediately if, in the reasonable judgment of UBS AM, RWC becomes unable to discharge its duties and obligations under the Subadvisory Agreement, including circumstances such as financial insolvency or other circumstances that could adversely affect the Fund. The Subadvisory Agreement provides that RWC may terminate the Subadvisory Agreement, without payment of any penalty, on 120 days' written notice to UBS AM.
As described below under "Additional Information—SEC Exemptive Order," UBS AM has received an exemptive order from the SEC enabling it to enter into an investment subadvisory agreement with a subadvisor that has not been approved by a vote of the majority of the outstanding voting securities of a portfolio if certain conditions are met.
The Subadvisory Agreement provides that RWC shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Fund, the Trust or its shareholders or by UBS AM in connection with the matters to which the Subadvisory Agreement relates, except a loss resulting from willful misfeasance, bad faith or negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under the Subadvisory Agreement.
Trustees' considerations
Background—At a meeting of the Board on November 27-28, 2018, the members of the Board, including the Independent Trustees, considered and approved the proposed Subadvisory Agreement between UBS AM and RWC with respect to the Fund. Management discussed
3
with the Board its proposal to reduce the target allocations of the Fund's assets managed by LMCG and by Mondrian and to reallocate the resulting differences in proposed target allocations to RWC. In considering the approval of the Subadvisory Agreement, the Board was able to draw on its knowledge of the Trust, its funds and UBS AM. The Board recognized its familiarity with UBS AM and the investment management and subadvisory agreements for this and the other funds of the Trust, including the extensive materials the Board had previously reviewed in connection with the annual reconsideration of the contracts for the funds. The Board also received a memorandum from UBS AM discussing UBS AM's reasons for recommending RWC as a subadvisor to the Fund.
In its consideration of the approval of the Subadvisory Agreement, the Board considered the following factors:
Nature, extent and quality of the services under the Subadvisory Agreement—The Board's evaluation of the services to be provided by RWC to the Fund took into account the Board's knowledge and familiarity gained as Trustees of funds in the UBS New York fund complex, including the Trust and its funds. It reviewed the purposes and investment objective of the Fund and UBS AM's overall plan to meet the Fund's stated purposes and objective. The Board considered management's reasons for recommending the appointment of RWC as a subadvisor to the Fund, including its "due diligence" concerning RWC and its belief that RWC's emerging markets equity strategy would benefit the Fund by, among other reasons, improving the Fund's ability to generate risk-adjusted returns and its performance during down markets and over full business cycles. The Board also received materials from RWC detailing its investment philosophy and met with representatives of RWC, who discussed with the Board that investment philosophy and process and the backgrounds and qualifications of the portfolio management team. The Board concluded that, overall, it was satisfied with the nature, extent and quality of services expected to be provided to the Fund under the proposed Subadvisory Agreement.
4
Subadvisory fee—The Board reviewed and considered the proposed contractual subadvisory fee to be payable by UBS AM to RWC in light of the nature, extent and quality of the subadvisory services anticipated to be provided by RWC. The Board noted that the proposed contractual subadvisory fee would result in a net increase in the subadvisory fees paid by UBS AM with respect to the Fund. The Board determined that the proposed subadvisory fee was reasonable in light of the nature, extent and quality of the services proposed to be provided to the Fund under the Subadvisory Agreement.
Fund performance—The Board received and considered performance information for the strategy provided by RWC. The Board also noted that, as RWC would be a new subadvisor to the Fund, the current performance of the Fund was not a significant factor in the consideration of the approval of the Subadvisory Agreement.
Advisor profitability—Profitability of RWC or its affiliates or UBS AM or its affiliates in providing services to the Fund was not a significant factor considered by the Board, as the subadvisory fee would be paid by UBS AM out of the management fee paid to it by the Fund, and not by the Fund.
Economies of scale—The Board noted that, as the subadvisory fee for the Fund would be paid by UBS AM, not by the Fund, consideration of economies of scale with respect specifically to the subadvisory fee was not relevant.
Other benefits to RWC—The Board was informed by management that RWC's relationship with the Fund would be limited to its provision of subadvisory services to the Fund and that therefore management believed that RWC would not receive tangible ancillary benefits as a result of its relationship with the Fund, with the exception of possible benefits from soft dollars (e.g., research credits related to transaction commissions) for the Fund (which would also potentially benefit the Fund). The Board recognized that RWC could receive intangible benefits from its association with the Fund, such as increased name recognition or publicity from being selected as a subadvisor to the Fund
5
after an extensive review process. Similarly, the Fund could benefit from having a subadvisor with an established or well-regarded reputation.
In light of all of the foregoing, the Board, including a majority of the Independent Trustees, approved the proposed Subadvisory Agreement for the Fund. No single factor reviewed by the Board was identified by the Board as the principal factor in determining whether to approve the Subadvisory Agreement. The Independent Trustees were advised by separate independent legal counsel throughout the process.
Additional information
SEC exemptive order
In October 2012, UBS AM and the Trust received an amended exemptive order ("Amended Order") from the SEC exempting them from certain provisions of the Investment Company Act. Specifically, the Amended Order permits the Trust and UBS AM, so long as certain conditions are satisfied, to enter into an investment subadvisory agreement with a subadvisor that has not been approved by a vote of the majority of the outstanding voting securities of a portfolio. The Amended Order generally requires that shareholders of each affected portfolio be notified of an investment subadvisory agreement that has been entered into within 90 days of the effectiveness of the investment subadvisory agreement, and that the portfolio make available to shareholders information similar to that which would have been included in a proxy statement to shareholders.
Additional information about UBS AM, UBS AM (US) and UBS Group AG
UBS AM, a Delaware corporation, is the manager and administrator of the Fund. UBS AM (US), a Delaware corporation, serves as the principal underwriter of the Fund. UBS AM's and UBS AM (US)'s principal business offices are located at One North Wacker Drive, Chicago, Illinois 60606 and at 1285 Avenue of the Americas, New York, New York 10019-6028. UBS AM and UBS AM (US) are indirect subsidiaries
6
of UBS Group AG. UBS AM is a member of the UBS Asset Management Division, which had approximately $858 billion in assets under management worldwide as of September 30, 2019 and is an investment advisor registered with the SEC. UBS Group AG is an internationally diversified organization with headquarters in Zurich, Switzerland with operations in many areas of the financial services industry. As of September 30, 2019, UBS AM had approximately $199 billion in assets under management.
Additional information about RWC
RWC's principal address is 2640 South Bayshore Drive, Suite 201, Miami, Florida 33133. As of September 30, 2019, RWC had approximately $18.37 billion in assets under management. John Malloy is primarily responsible for the day-to-day management of the portion of the Fund managed by RWC.
The principal executive officers and directors of RWC, as of the date of this document, are set forth below:
Name and Address | Position with RWC* | ||||||
Dan Mannix Verde 4th Floor, 10 Bressenden Place, London, SW1E 5DH, UK | Chief Executive Officer | ||||||
Cressida Williams Verde 4th Floor, 10 Bressenden Place, London, SW1E 5DH, UK | Chief Financial Officer | ||||||
Paul Larché Verde 4th Floor, 10 Bressenden Place, London, SW1E 5DH, UK | Chief Operating Officer | ||||||
John Innes Verde 4th Floor, 10 Bressenden Place, London, SW1E 5DH, UK | Director |
* None of the principal executive officers or directors above have principal employment other than their positions with RWC and its affiliates.
7
Below is information concerning other U.S. registered investment companies with investment objectives similar to that of RWC's Allocated Portion of the Fund, for which RWC acts as an investment adviser:
Fund | Assets under management* (as of November 30, 2019) | Management fee rate (as a percentage of average daily net assets) | |||||||||
Fund 1 | $152.4 million | 0.90 | % | ||||||||
Fund 2 | $211.4 million | 0.65 | % |
* Approximate value.
During the last fiscal year, the Fund did not pay commissions to any affiliated broker of RWC and did not pay any fees to RWC or its affiliates for services provided to the Fund.
8
Reports to shareholders
The Trust will furnish, without charge, a copy of the most recent Annual Report and the most recent Semiannual Report succeeding the Annual Report, if any, to shareholders of the Trust upon request. Requests for reports should be made by calling the Trust's transfer agent, BNY Mellon Investment Servicing (US) Inc., 400 Bellevue Parkway, Wilmington, Delaware 19809, toll-free at 1-800-647 1568.
*****
If you have any questions, please contact your investment professional.
December 10, 2019
1285 Avenue of the Americas
New York, NY 10019-6028
© UBS 2019. All rights reserved.
UBS Asset Management (Americas) Inc. is a subsidiary of UBS Group AG.
www.ubs.com/am-us
PACE® International Emerging Markets Equity Investments
PACE® Select Advisors Trust | Information Statement—Notice
1285 Avenue of the Americas
New York, New York 10019-6028
IMPORTANT NOTICE OF INTERNET AVAILABILITY OF INFORMATION STATEMENT
December 10, 2019
This communication presents only an overview of the more complete Information Statement that is available to you on the Internet relating to PACE International Emerging Markets Equity Investments ("Fund"), a portfolio of PACE Select Advisors Trust ("Trust"). We encourage you to access and review all of the important information contained in the Information Statement.
UBS Asset Management (Americas) Inc. ("UBS AM"), the manager of the Fund, selects subadvisors for the Fund, a portfolio of the Trust, subject to approval of the board of trustees ("Board" or "Trustees") of the Trust. A significant service you receive with the Fund is the on-going oversight by UBS AM of the Fund's subadvisors. We are pleased to inform you that, at the recommendation of UBS AM, the Board has appointed RWC Asset Advisors (US) LLC ("RWC") to serve as a new subadvisor to the Fund. RWC assumed investment advisory responsibility with respect to a portion of the Fund's portfolio on September 11, 2019.
Mondrian Investment Partners Limited, William Blair Investment Management, LLC and LMCG Investments, LLC also currently serve as subadvisors of the Fund, and each will continue to be responsible for managing a separate portion of the Fund's assets. Each subadvisor manages a portion of the Fund's portfolio as allocated by UBS AM and overseen by the Board, with each employing different investment strategies, as discussed in the Fund's prospectus. The relative value of each subadvisor's share of the Fund's assets may change over time. Additional information about UBS AM, RWC, the subadvisory agreement between UBS AM and RWC with respect to the Fund ("Subadvisory Agreement"), and the Board's approval of the Subadvisory Agreement is contained in the Information Statement.
Please note that, in reliance on exemptive relief obtained by UBS AM and the Trust from the U.S. Securities and Exchange Commission, the appointment of RWC and the approval of the Subadvisory Agreement on the Fund's behalf do not require a shareholder vote. Therefore, we are not asking you for a proxy, and you are requested not to send us a proxy.
This Notice of Internet Availability of the Information Statement is being mailed on or about December 20, 2019 to the Fund's shareholders of record as of December 11, 2019. The full Information Statement will be available for printing on the Fund's website at www.ubs.com/us/en/asset-management/individual-investors-and-financial-advisors/products/ii_pace.html until at least March 19, 2020. A paper or email copy of the full Information Statement may be obtained, without charge, by contacting the Fund at (888) 793 8637 (select option number 1). If you would like to receive a paper or e-mail copy of the full Information Statement, you must request one.