Financial Planning Services - UBS

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UBS Financial Services Inc.1000 Harbor BoulevardWeehawken, NJ comSEC File Number 801-7163August 18, 2022Financial Planning ServicesThis brochure provides information about the qualifications and businesspractices of UBS Financial Services Inc. and our financial planning services thatyou should consider before becoming a client of this program.If you have any questions about the content of this brochure, please contact usat 888-526-7454. The information in this brochure has not been approved orverified by the United States Securities and Exchange Commission or by any statesecurities authority.Additional information about UBS Financial Services Inc. is also available on theSEC’s website at note that registration as an investment adviser does not imply a certainlevel of skill or training.We will not provide another copy of the Form ADV Disclosure Brochure duringyour Financial Planning engagement unless there are material changes to thedocument we originally provided to you. Annually, if applicable, we will provideyou with a copy of our updated Form ADV Disclosure Brochure or a summary ofmaterial changes from the brochure previously provided to you. The brochure isalso available at retain this document for future references as it contains important information aboutour Financial Planning Services. You may obtain a copy of the current Form ADV Disclosureat any time by contacting your Financial Advisor.

ITEM 2. MATERIAL CHANGESThis section describes the material changes to our Financial Planning Services Form ADV Disclosure Brochure since the annualamendment of our Form ADV on March 31, 2022.Item 9.B., Disciplinary History, has been updated to add the following:Date of Action: July 27, 2022Brought By: Securities and Exchange CommissionEntity: UBS Financial Services Inc.On July 27, 2022, UBS Financial Services Inc. consented to and became the subject of an order by the U.S. Securities andExchange Commission ("SEC") for the failure to adequately develop and implement a written Identity Theft Prevention Programas required by Rule 201 of Regulation S-ID (17 C.F.R. § 248.201).Disposition: Without admitting or denying the findings in the order, UBS consented to the entry of an Order InstitutingAdministrative and Cease-and-Desist Proceedings pursuant to Sections 15(b) and 21C of the Securities Exchange Act of 1934,and Sections 203(e) and 203(k) of the Investment Advisers Act of 1940 (the “Order”). Pursuant to the Order, from at leastJanuary 1, 2017 to October 3, 2019, UBS violated Rule 201 of Regulation S-ID because its written Identity Theft PreventionProgram lacked reasonable policies and procedures to: (i) identify relevant red flags for the covered accounts UBS offered andmaintained, and incorporate those red flags into its Program; (ii) detect red flags that have been incorporated into its Program;(iii) respond appropriately to detected red flags to prevent and mitigate identity theft; and (iv) ensure that the Program wasupdated periodically. There was no finding of customer harm.UBS agreed to pay a civil money penalty in the amount of 925,000.00.Date of Action: June 29, 2022Brought By: Securities and Exchange CommissionEntity: UBS Financial Services Inc.On June 29. 2022, UBS Financial Services Inc. consented to and became the subject of an order by the U.S. Securities andExchange Commission ("SEC") in connection with allegedly inadequate training of its Financial Advisors offering the YieldEnhancement Strategy (“YES Strategy”) to clients in the UBS Portfolio Management Program during February 2016 to February2017.Disposition: Without admitting or denying the findings in the order, UBS consented to the entry of an Order InstitutingAdministrative and Cease-and-Desist Proceedings pursuant to Sections 15(b) of the Securities Exchange Act of 1934 andSections 203(e) and 203(k) of the Investment Advisers Act of 1940, making Findings, and Imposing Remedial Sanctions and aCease-and-Desist Order (“Order”). Pursuant to the Order, UBS willfully violated Section 206(4) of the Advisers Act and Rule206(4)-7, which requires a registered investment adviser to adopt and implement written compliance policies and proceduresreasonably designed to prevent violations of the Advisers Act and the rules thereunder.UBS agreed to pay disgorgement, prejudgment interest, and a civil monetary penalty totaling 24.6 million as follows: (i)disgorgement of 5.8 million plus prejudgment interest of 1.4 million for a total of 7.2 million, which was deemed satisfiedby the payments previously made by UBS to investors in excess of that amount; and (ii) a civil monetary penalty in the amountof 17.4 million.Page 2 of 28

ITEM 3.TABLE OF CONTENTSITEM 2. MATERIAL CHANGES . 2ITEM 4. ADVISORY BUSINESS . 7A.Our Corporate Structure . 7B.Our Advisory Services . 7C.How We Tailor Our Advisory Services . 9D.Provision of Portfolio Management Services in Wrap Fee Programs . 10E.Assets Under Management . 10ITEM 5. FEES AND COMPENSATION . 10A.Financial Planning Fees . 10B.Billing Practices . 11C.Fees/Other Charges Not Covered by Your Financial Planning Fee . 11D.Payment of Fees and Refunds . 11E.Compensation to Financial Advisors Who Recommend Advisory Programs . 11ITEM 6. PERFORMANCE BASED FEES AND SIDE BY SIDE MANAGEMENT . 13ITEM 7. TYPES OF CLIENTS . 13A.Type of Clients . 14B.Requirements for Financial Planning Services . 14ITEM 8. METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS . 15ITEM 9. ADDITIONAL INFORMATION . 16A.Executive Officers and Board of Directors . 16B.Disciplinary History . 18ITEM 10. OTHER FINANCIAL INDUSTRY ACTIVITIES AND. 21AFFILIATIONS . 21ITEM 11. INVESTMENT ADVISER CODE OF ETHICS, PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS AND PERSONALTRADING . 21A.Investment Adviser Code of Ethics . 21B.Participation or Interest in Client Transactions . 22ITEM 12.BROKERAGE PRACTICES . 26ITEM 13.REVIEW OF ACCOUNTS . 26ITEM 14. CLIENT REFERRALS AND OTHER COMPENSATION . 27ITEM 15. CUSTODY . 27ITEM 16. INVESTMENT DISCRETION . 27ITEM 17. VOTING CLIENT SECURITIES. 27ITEM 18. FINANCIAL INFORMATION . 28Page 3 of 28

ABOUT UBS FINANCIAL SERVICES Financial Services Inc. (“UBS”) is one of the nation’s leadingsecurities firms, serving the investment and capital needs ofindividual, corporate and institutional clients. We are a memberof all principal securities and commodities exchanges in the UnitedStates including the New York Stock Exchange (“NYSE”). Ourparent company, UBS Group AG is a global, integratedinvestment services firm and one of the world’s leading banks.We are registered to act as a broker-dealer, investment adviser,and futures commission merchant.It is important to understand that investment advisory andbrokerage services are separate and distinct and each is governedby different laws and separate arrangements that we may havewith you. The specific services we provide, our relationship with youand our legal duties to you in each arrangement are described inour applicable contracts with you.As a registered investment adviser, we complete Part I of FormADV, which contains additional information about our businessand our affiliates. This information is publicly available throughour filings with the U.S. Securities and Exchange Commission(SEC) at information is current as of the date of this Brochure and issubject to change at our discretion.Conducting Business with UBS: Investment Advisory andBroker Dealer ServicesAs a wealth management firm providing services to clients in theUnited States, UBS Financial Services Inc. is registered with theU.S. Securities and Exchange Commission (SEC) as a brokerdealer and an investment adviser, offering both investmentadvisory and brokerage services.1Our clients work with their Financial Advisors to determine theservices that are most appropriate given their financial goals andcircumstances. Based on the services you request, we can act asan investment adviser, as a broker-dealer, or as both. Forexample, we offer financial planning for a fee as an investmentadvisory service. Once we deliver a financial plan to you, you candecide whether to implement the financial plan via brokerageaccounts, advisory programs or a combination, depending onyour needs and preferences. Most of our Financial Advisors arequalified and licensed to provide both brokerage as well asinvestment advisory services.This section summarizes the key distinctions between brokerage andinvestment advisory services and our respective duties andobligations. We encourage you to review this information carefully,along with your applicable contracts, and discuss it with yourFinancial Advisor.Our Services as an Investment Adviser and Relationshipwith YouWe believe that professional investment advisory programscan help investors pursue their investment objectives.However, the fees and expenses associated with advisoryservices may exceed those that apply to brokerage services.Advisory products are not for everyone. Please speak withyour Financial Advisor for additional information. In our capacity as an investment adviser under theInvestment Advisers Act, we offer a number of investmentadvisory services and programs,includingfinancialplanning for a fee, discretionary investment managementand non-discretionary, investment advisory programs, andadvice on the selection of investment managers, mutualfunds, exchange traded funds and other securities offeredthrough our investment advisory programs. The fees for these services and programs are calculated as apercentage of assets in the account or a flat or annual feeand are charged on an ongoing basis. When we act as your investment adviser, we will enterinto a written agreement with you expressly acknowledgingour investment advisory relationship with you anddescribing our specific obligations to you. At thebeginning of our advisory relationship, we will give you ourForm ADV brochure which provides detailed informationabout, among other things: the program(s) you select; theadvisory services we provide; our fees, personnel, otherbusiness activities and financial industry affiliations; andconflicts between our interests and your interests.You may obtain information about your Financial Advisor, theirlicenses, educational background, employment history, and ifthey have had any problems with regulators or received seriouscomplaints from investors through the FINRA BrokerCheckservice available from FINRA at or from Responsibilities as an Investment AdviserIn addition, some of our Financial Advisors hold educationalcredentials, such as the Certified Financial Planner TM (CFP )2designation. Holding a professional designation typicallyindicates that the Financial Advisor has completed certain coursesor continuing education. However, a Financial Advisor'sprofessional designation does not change the obligations of UBS asa firm in providing investment advisory or brokerage services toExamples of our advisory programs and services include our fee- based financial planningservices and our ACCESS, Portfolio Management Program, Managed Accounts Consulting,UBS CAP Program, UBS Institutional Consulting, Retirement Plan Consulting ServicesProgram, UBS Strategic Advisor, UBS Strategic Wealth Portfolio, UBS Advice PortfolioProgram, PACE programs and Advisor Allocation Program. Examples of our brokerageaccounts include our Resource Management Account and the International ResourceManagement Account.1Page 4 of 28When you participate in one of our investment advisoryprograms, we are considered to have a fiduciary relationship withyou under the Investment Advisers Act of 1940. Ourresponsibilities include the obligation to: Disclose: Disclose all material facts, includingCertified Financial Planner Board of Standards Inc. owns the certification marks CFP ,Certified Financial PlannerTM and federally registered CFP (with flame design) in the U.S.,which it awards to individuals who successfully complete CFP Board’s initial and ongoingcertification requirements.2

conflicts between our interests and your interests,to you.Inform: Inform you if we or our affiliates receiveadditional compensation from you or a third-party as aresult of our relationship with you.Seek best execution: Where we direct trading, to seekbest execution of your securities transactions.Obtain consent for principal trades and agency crosstrades: Obtain your informed consent after providingappropriate disclosure before engaging in transactionswith you for our own account or that of an affiliate(principal trades) or transactions where we or ouraffiliates act as a broker for parties on both sides of thetransactions.Treat you fairly: Treat you and our other advisoryclients fairly and equitably, without unfairly favoringone client to the disadvantage of another.Act in your best interest: Act in what we reasonablybelieve to be your best interests and in the event of aconflict of interest, place your interests before our own.Make informed recommendations: Provide investmentadvice and recommendations that we reasonablydetermine are appropriate for you given your individualfinancial situation, investment objectives and goals andthat are consistent with any restrictions you have placed onus.When we provide investment advisory services, our fiduciarystatus under the federal retirement laws depends on the natureof the specific services we have agreed to provide to you. Pleasesee your applicable agreement and related disclosures for moreinformation.Ongoing advice and monitoringIf specified in your client agreement:We will provide advice and management services (asapplicable) on an ongoing basis.We will also monitor your account investments (includingcash and cash equivalents) and provide investmentrecommendations on an ongoing basis.Conflict of interest—asset-based compensation When we act as your investment adviser, we and ourrepresentatives earn more when you invest more in youradvisory account, and we earn the same advisory feerate regardless of how frequently you trade. We alsoreceive payments from third parties, including theinvestment products in which you invest, and theirsponsors. These third-party fees are disclosed in ourForm ADV Brochure and the prospectus and otheroffering documents for the applicable investmentproducts. This creates an incentive for us to recommend that you: Increase the assets in your advisory accounts toincrease our fees; Invest in investment products that result in greatercompensation to us (including products and servicesprovided by us and our affiliates or those for which wereceive a portion of product-level fees that you pay),and IPOs; and Maintain cash balances in a sweep investment.Conflict of Interest—principal trades and underwriting We may trade with you for our own accounts—a practiceknown as “principal trading.” This means that we canbuy investments from you, or sell them to you, includingsecurities that we buy in bulk (or in an underwriting/IPO)and then distribute to individual investors. But, we canonly do this upon written disclosure and with yourspecific consent to each transaction. When we trade on a principal basis, we earncompensation by marking up the price of securities we sellto you, or by marking down the price of securities we buyfrom you, and from discounts and selling concessions forunderwritings and IPOs. This creates a UBS firm-level incentive to: Offer securities that we have in inventory or where weare participating in an underwriting syndicate; and Execute your trade against our proprietary accounts.Types of securities commonly traded on a principal basis includefixed income securities, IPOs, certain closed-end funds andmunicipal securities.By choosing an investment advisory program for yourpersonal assets, you understand these conflicts andlimitations and that, for our wrap fee programs, you willpay a separate ongoing asset-based fee for our services.You also acknowledge that this Form ADV DisclosureBrochure and “Your Relationship with UBS” disclosure contain more detaileddiscussions of these conflicts, compensation practices andlimitations. The Form ADV Disclosure Brochures for all ofour advisory programs can be found If you have any questions orconcerns, please talk to your Financial Advisor.If you do not want to pay for fee-based ongoing investmentadvice and monitoring through an investment advisoryprogram, then consider opening a brokerage account with usinstead.Termination of your advisory account or agreement will end ourinvestment advisory fiduciary relationship with you under theInvestment Advisers Act as it pertains to the terminated account orservices and, depending on the terms of your investment advisoryagreement with us, will cause your account to be converted to, anddesignated as, a brokerage account only.When we provide “investment advice” (as defined in Departmentof Labor regulation section 2510.3-21) to you regarding yourretirement accounts, we are fiduciaries within the meaning of TitleI of the Employee Retirement Income Security Act and/or theInternal Revenue Code, as applicable, which are laws governingretirement accounts.Our Services as a Broker-Dealer and Relationship with YouAlthough a brokerage relationship can be a cost-effectiveway of investing your assets, it is not for everyone. As abrokerage client, you need to understand and agree to ourservice limitations and conflicts. As a full-service broker-dealer, our services are not limitedto taking customer orders and executing securitiestransactions. In our capacity as a broker-dealer, we provide avariety of services relating to investments in securities,Page 5 of 28

including investment research, trade execution and custodyservices. We may also make recommendations to ourbrokerage clients about whether to buy, sell or holdsecurities, and/or access banking-related services such ascredit cards, mortgages, credit lines and margin for youraccounts. We do not make investment decisions for you ormanage your accounts on a discretionary basis. We will onlybuy or sell securities for brokerage clients based on specificdirections from you. We do not make investment decisionsfor clients or manage their accounts on a discretionary basis.We will only buy or sell securities for brokerage clients basedon specific directions from you.We receive transaction-based compensation for trades youdecide to enter into, which includes commissions,administrative fees and compensation from third parties thatare disclosed to you.Unlike how we charge for investment advisory services, wedo not charge or receive a separate fee for our advice orrecommendations and our recommendations are providedsolely incidental to our brokerage services. Our Responsibilities to You as a Broker-Dealer When UBS acts as a broker-dealer, including when we recommendsecurities transactions and/or banking-related services in youraccount, or make any recommendation on an account that hasterminated investment advisory services, UBS does not act as aregistered investment adviser. When we act as your broker-dealer, we are subject to the SecuritiesExchange Act of 1934, the Securities Act of 1933, the rules of selfregulatory organizations such as the Financial Industry RegulatoryAuthority (FINRA), the rules of the New York Stock Exchange andapplicable state laws. When you have a brokerage account with us,we have the following responsibilities: Fairness obligation: We have a duty to deal fairly with you.Consistent with our duty of fairness, we are obligated to makesure that the prices you receive when we execute transactionsfor you are reasonable and fair in light of prevailing marketconditions and that the commissions and other fees we chargeyou are not excessive.Seek best execution: Where we direct trading, to seek bestexecution of your securities transactions.Suitability: We must have a reasonable basis for believing thatany securities recommendations we make to you are suitableand appropriate for you, given your individual financialcircumstances, needs and goals.Best interest: If you are an ”individual wealth managementclient” We must have a reasonable basis for believing that arecommendation of any securities transaction or investmentstrategy involving securities is in your best interest, withoutplacing the financial or other interest of the firm or FinancialAdvisor ahead of your interests. As part of our best interestobligation, we must provide written full and fair disclosure ofall material facts relating to the scope and terms of ourrelationship with you. “Individual Wealth ManagementClient” is a natural person, or the legal representative of anatural person, who receives a recommendation from UBSand uses it primarily for personal, family or householdpurposes.Principal trading: We are permitted to buy securities fromyou or sell securities to you from our (or our affiliates)Page 6 of 28 own inventory, known as “principal trading” and earn aprofit on those transactions. When we engage in principal trades,we disclose the capacity in which we acted on your tradeconfirmation, though we are not required to communicate this orobtain your consent in advance or to inform you of the profitearned on the trades. Absent special circumstances, we are notheld to the same legal standards that apply when providinginvestment advisory services to you. Our legal obligations todisclose detailed information to you about the nature and scopeof our business, personnel, fees, conflicts between our interestsand your interests and other matters are more limited than whenwe are providing investment advisory services to you.Notwithstanding the foregoing, principal trading is subject tocertain restrictions - and in many cases not allowed - withrespect to retirement plans subject to ERISA.No monitoring: We have no duty to provide ongoingrecommendations or monitor your investments. We are notobligated to provide recommendations to you, or to updaterecommendations made previously, and not doing so shouldnot be viewed as a recommendation to hold an investment.Your responsibility: You are responsible for independentlyensuring that the investments in your accounts remainappropriate given your investment objective, risk tolerance,financial circumstances and investment needs.Transaction-based compensation: We receive transactionbased compensation for trades you decide to enter into,which includes commissions, administrative fees andcompensation from third parties that are disclosed to you.No separate fee for advice: Unlike how we charge forinvestment advisory services, we do not charge or receive aseparate fee for our advice or recommendations and ourrecommendations are provided solely as incidental to ourbrokerage services.Conflict of interest: Transaction compensation When we act as a broker-dealer, we are compensated by thecommissions and fees you pay us as well as throughrevenue we receive from third-parties that often includethe sponsors of investment products on our platform. YourFinancial Advisor does not receive a portion of all of theseamounts so that some conflicts apply at the Financial Advisorlevel and some apply only to UBS at the firm level.Financial Advisor conflicts include incentivesrecommend: Investments that result in greater compensation. That you trade more frequently.toUBS firm-level conflicts include incentives to: Offer products and services that we or ouraffiliates create. Offer products and services from companies thatoffer us revenue. Maintain a sweep program for uninvested cashbalances using our affiliate bank or moneymarket funds of our affiliates. Route trades to our affiliate for execution.Conflict of interest: Principal trades and underwriting We may trade with you for our own accounts. This means

that we can buy investments from you, or sell them to you,including securities that we buy in bulk [or in anunderwriting/initial public offering (IPO)] and thendistribute to individual investors.When we trade on a principal basis, we earn compensationby marking up the price of securities we sell to you, orby marking down the price of securities we buy fromyou, and from discounts and selling concessions forunderwritings and IPOs. This creates a UBS firm-level incentive to: Offer securities that we have in inventory or where we areparticipating in an underwriting syndicate; and Execute your trade against our proprietary accounts.Types of securities commonly traded on a principal basis includefixed income securities, IPOs, certain closed-end funds andmunicipal securities.ITEM 4. ADVISORY BUSINESSThis brochure describes our financial planning services for a fee,also referred to as our Financial Planning Advisory Services(Financial Planning Services). When we charge a fee for FinancialPlanning Services, we act in the capacity of an investmentadviser. We also provide financial planning services (as well asaspects of these services, such as an asset allocation analysis),free of charge in our capacity as a broker-dealer. In decidingwhether to obtain the Financial Planning Services for a fee, youshould consider whether you prefer to enter into a fiduciaryrelationship with us under the Investment Advisers Act that isgoverned by a written services agreement outlining the servicesyou will receive and the duration of the engagement, the scopeand complexity of your planning needs and whether you wantthe engagement to extend beyond the delivery of the financialplan. Throughout this document, references to FinancialPlanning Services mean those services subject to a fee andprovided to you as an investment adviser.A.Our Corporate StructureUBS Financial Services Inc. was organized as a Delawarecorporation on June 30, 1969. UBS Fina

In addition, some of our Financial Advisors hold educational credentials, such as the Certified Financial Planner TM (CFP )2 designation. Holding a professional designation typically indicates that the Financial Advisor has completed certain courses or continuing education. However, a Financial Advisor's

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UBS Bank USA and UBS FSI are subsidiaries of UBS AG. Resource Management Account, RMA and Business Services Account BSA are registered service marks of UBS FSI. The UBS Preferred Visa Signature credit card is issued by UBS Bank USA pursuant to a license from Visa U.S.A. Incorporated. Visa is a registeredFile Size: 512KBPage Count: 60

Visa Signature is a registered service mark of Visa International. The UBS Visa debit card, UBS Visa Signature credit card and UBS Preferred Visa Signature credit card are issued and administered by UBS Bank USA with permission from Visa U.S.A. Incorporated. Credit lines are provided by UBS Bank USA, an affiliate of UBS Financial Services Inc .

positioning you via the fund to take full advantage of top-rated UBS brokerage, global custody services and asset servicing platform. Running your fund through UBS Wealth Management will also give you a broader access to the UBS global resources and investment universe. The process will differ depending on the jurisdiction of the fund.

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Election by Bank USA to Resume Accepting Deposits 7 V. UBS AG and the AG Stamford Branch 7 Overview of UBS AG and the AG Stamford Branch 7 Availability of Certain UBS Group AG Documents 8 VI. Viewing Information About Your Deposit Accounts 8 VII. Changes to the Bank Sweep Programs 8 VIII. Notices 8 I

UBS . UBS Americas Holding LLC. 1285 Avenue of the Americas . New York, NY 10019 Tel. : 1-212-713-2000 . . August 7, 2018 . ru . Mr. Brent J. Fields Secretary . U.S. Securities and Exchange Commission 100 F Street N.E. Washington DC 20549-1090 . Re: Proposed Regulation Best Interest, File Number S7-07-18

21 ubs fund services (luxembourg) sa, access international . 38 financier ltd., ubs ag, ubs (luxembourg) sa, maitre alain 39 rukavina, in his capacity as liquidator and representative . (cayman) limited, hsbc securities services (bermuda) 11 limited, hsbc bank usa, n.a., hsbc institutional trust .

UBS Fund Services (Cayman) Ltd, P.O. Box 852GT, Grand Cayman, Cayman Islands. Tel: 1 345 914 1000 Fax: 1 345 914 4060 Email: Auditor BDO (Cayman Islands) , PO Box 31118 2nd Floor, Building 3 Governors Square, 23 Lime Tree Bay Avenue, Grand Cayman KY1 1205, Cayman Islands