UBS AG — Capital/Financing Update 2020

Feb 28, 2020

| The information in this preliminary
pricing supplement is not complete and may be changed. We may not sell these securities until the pricing supplement, the
accompanying product supplement and the accompanying prospectus (collectively, the “Offering Documents”) are delivered
in final form. The Offering Documents are not an offer to sell these securities and we are not soliciting offers to buy these
securities in any state where the offer or sale is not permitted. — ● | Subject to Completion Preliminary Pricing Supplement Dated February 28, 2020 Registration Statement No. 333-225551 | March 2020 Filed pursuant to Rule 424(b)(2) (To Prospectus dated October 31, 2018 and Product Supplement dated October 31, 2018) |
| --- | --- | --- |

Structured Investments

Opportunities in U.S. and International Equities

Trigger Callable Contingent Yield Securities due on or about June 5, 2025

$ n Based on the worst performing of the shares of the iShares ® MSCI EAFE ETF, the shares of the iShares ® Russell 2000 ETF and the shares of the SPDR ® S&P 500 ® ETF Trust

UBS AG Trigger Callable Contingent Yield Securities (the “securities”) are unsubordinated, unsecured debt securities issued by UBS AG (“UBS” or the “issuer”) linked to the worst performing of the shares of the iShares ® MSCI EAFE ETF, the shares of the iShares ® Russell 2000 ETF and the shares of the SPDR ® S&P 500 ® ETF Trust (each an “underlying fund” and together the “underlying funds”). If the closing price of each underlying fund is equal to or greater than its coupon barrier on the applicable coupon observation date, UBS will pay you a contingent coupon on the corresponding coupon payment date. If the closing price of any underlying fund is less than its coupon barrier on the applicable coupon observation date, no contingent coupon will be paid on the corresponding coupon payment date. UBS may elect, on or before any applicable coupon observation date (other than the final determination date), to call the securities at its discretion in whole, but not in part (an “issuer call”), on the coupon payment date corresponding to such coupon observation date (the “call settlement date”), regardless of the closing prices of the underlying funds on such coupon observation date. If UBS elects to call the securities prior to maturity, UBS will pay you on the call settlement date a cash payment per security equal to the stated principal amount plus any contingent coupon otherwise due, and no further payments will be made on the securities. If UBS does not elect to call the securities and a trigger event does not occur, UBS will pay you a cash payment per security at maturity equal to the stated principal amount, in addition to any contingent coupon otherwise due. If, however, UBS does not elect to call the securities and a trigger event occurs, UBS will pay you less than the full stated principal amount per security, if anything, at maturity, resulting in a loss on your initial investment that is proportionate to the decline in the closing price of the underlying fund with the largest percentage decline from its initial price to its final price (the “worst performing underlying fund”) over the term of the securities and you will lose a significant portion or all of your initial investment. A “trigger event” is deemed to have occurred if the closing price of any underlying fund is less than its trigger level on the “trigger observation date”, which is the final determination date. The securities are for investors who are willing to risk their principal and seek interest at a potentially above-market rate in exchange for the risk of receiving few or no contingent coupons if the closing price of any underlying fund is less than its coupon barrier on one or more coupon observation dates and the risk of an early call at UBS’ discretion. Investing in the securities involves significant risks. You will lose a significant portion or all of your initial investment if UBS does not elect to call the securities and a trigger event occurs. The securities will not pay a contingent coupon on a coupon payment date if the closing price of any underlying fund is less than its coupon barrier on the corresponding coupon observation date. UBS may elect to call the securities at its discretion regardless of the performance of the underlying funds. Higher contingent coupon rates are generally associated with a greater risk of loss. Investors will not participate in any appreciation of any of the underlying funds. The contingent repayment of principal only applies if you hold the securities until the call settlement date or the maturity date, as applicable. Any payment on the securities, including any repayment of principal, is subject to the creditworthiness of UBS. If UBS were to default on its payment obligations you may not receive any amounts owed to you under the securities and you could lose all of your initial investment.

SUMMARY TERMS — Issuer:	UBS AG London Branch
Underlying funds:	Shares of the iShares ® MSCI
EAFE ETF (Bloomberg Ticker: “EFA”) Shares of the iShares ® Russell
2000 ETF (Bloomberg Ticker: “IWM”) Shares of the SPDR ® S&P
500 ® ETF (Bloomberg Ticker: “SPY”)
Aggregate principal amount:	$ n
Stated principal amount:	$1,000 per security
Issue price:	$1,000 per security (see “Commissions and issue price” below)
Term:	Approximately 63 months, unless called earlier. In the event that we make any change
to the expected trade date and settlement date, the calculation agent may adjust the coupon observation dates, the trigger
observation date, as well as the final determination date and the related coupon payment dates (including the maturity date) to
ensure that the stated term of the securities remains the same.
Trade date:	Approximately March 2, 2020
Settlement date:	Approximately March 5, 2020 (3 business days after the trade date). We expect to
deliver the securities against payment on or about the third business day following the trade date. Under Rule 15c6-1 of the
Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in two business
days (T+2), unless the parties to a trade expressly agree otherwise. Accordingly, purchasers who wish to trade the securities in
the secondary market on any date prior to two business days before delivery of the securities will be required, by virtue of the
fact that each security initially will settle in three business days (T+3), to specify alternative settlement arrangements to
prevent a failed settlement of the secondary market trade.
Final determination date:	Approximately June 2, 2025 subject to postponement for certain market disruption
events and as described under “General Terms of the Securities — Market Disruption Events” and “—
Valuation Dates — Final Valuation Date” in the accompanying product supplement.
Maturity date:	Approximately June 5, 2025, subject to postponement for certain market disruption
events and as described under “General Terms of the Securities — Market Disruption Events”
and “— Payment Dates — Maturity Date” in the accompanying product supplement.
Issuer call feature:	UBS may elect, on or before any coupon observation date (other than the final
determination date), to call the securities at its discretion in whole, but not in part (an “issuer call”), on the
coupon payment date corresponding to such coupon observation date (the “call settlement date”), regardless of the
closing prices of the underlying funds on such coupon observation date.
Issuer call amount:	If UBS elects to call the securities, UBS will pay you on the call settlement date a
cash payment per security equal to the stated principal amount plus any contingent coupon otherwise due, and no further payments
will be made on the securities. Before UBS elects to call the securities, UBS will deliver written notice to the trustee by the
applicable coupon observation date.
:Contingent coupon	§	If the closing price of each underlying fund is equal to or greater
than its coupon barrier on the applicable coupon observation date (including the final determination date), UBS will pay you
the contingent coupon for that coupon observation date on the corresponding coupon payment date.
	§	If the closing price of any underlying fund is less than its coupon
barrier on the applicable coupon observation date, the contingent coupon for that coupon observation date will not accrue or be
payable and UBS will not make any payment to you on the corresponding coupon payment date.
	The contingent coupon is a fixed amount based
upon equal quarterly installments at the contingent coupon rate. The contingent coupon per security that would
be applicable to each coupon payment date for which the closing price of each underlying fund is equal to or greater than its
coupon barrier on the applicable coupon observation date will be: $20.25 Contingent coupons on the securities are
not guaranteed. UBS will not pay you the contingent coupon for any coupon observation date on which the closing price of any
underlying fund is less than its coupon barrier.
Contingent coupon rate:	The contingent coupon rate is 8.10% per annum.
Coupon payment dates:	Expected to be three business days following the applicable coupon observation date,
except that the coupon payment date for the final determination date will be the maturity date.
Coupon observation dates:	Approximately June 2, 2020, September 2, 2020, December 2, 2020, March 2, 2021, June
2, 2021, September 2, 2021, December 2, 2021, March 2, 2022, June 2, 2022, September 2, 2022, December 2, 2022, March 2, 2023,
June 2, 2023, September 5, 2023, December 4, 2023, March 4, 2024, June 3, 2024, September 3, 2024, December 2, 2024, March 3,
2025, June 2, 2025, subject to postponement for non-trading days and certain market disruption events (as described under
“General Terms of the Securities — Valuation Date — Final Valuation Date” and “— Market
Disruption Events” in the accompanying product supplement). We also refer to June 2, 2025 as the final determination
date.
Trigger event:	A trigger event is deemed to have occurred if
the closing price of any of the underlying funds is less than its respective trigger level on the trigger
observation date. In this case, you will be fully exposed to
the underlying return of the worst performing underlying fund.
Trigger observation date:	June 2, 2025, which is the final determination date. The final determination date is
subject to postponement for non-trading days and certain market disruption events, as described under “General Terms of
the Securities — Market Disruption Events” and “— Valuation Dates — Final Valuation Date” in
the accompanying product supplement.
Payment at maturity:	§	If UBS does not elect to call the securities and a trigger
event does not occur, UBS will pay you a cash payment per security on the maturity date equal to the stated principal amount of
$1,000 plus any contingent coupon otherwise due on the maturity date.
	§	If UBS does not elect to call the securities and a trigger
event occurs, UBS will pay you a cash payment per security on the maturity date that is significantly less than the stated
principal amount, if anything, equal to:
	$1,000 x (1 + Underlying Return of the Worst
Performing Underlying Fund) You will lose a significant portion or all
of your initial investment if UBS does not elect to call the securities and a trigger event occurs.
Underlying return:	With respect to each underlying fund, the
quotient, expressed as a percentage, of the following formula: Final Price – Initial Price Initial Price
Worst performing underlying fund:	The underlying fund with the lowest underlying return as compared to any other
underlying fund.
Final price:	The closing price of each underlying fund on the final determination date, as
determined by the calculation agent.
Initial price:	•, which is the closing price of the
shares of the iShares ® MSCI EAFE ETF on the trade date •, which is the closing price of the
shares of the iShares ® Russell 2000 ETF on the trade date •, which is the closing price of the
shares of the SPDR ® S&P 500 ® ETF on the trade date
Coupon barrier:	•, which is equal to 70% of the initial
price of the shares of the iShares ® MSCI EAFE ETF •, which is equal to 70% of the initial
price of the shares of the iShares ® Russell 2000 ETF •, which is equal to 70% of the initial
price of the shares of the SPDR ® S&P 500 ® ETF
Trigger level:	•, which is equal to 60% of the initial
price of the shares of the iShares ® MSCI EAFE ETF •, which is equal to 60% of the initial
price of the shares of the iShares ® Russell 2000 ETF •, which is equal to 60% of the initial
price of the shares of the SPDR ® S&P 500 ® ETF
CUSIP / ISIN:	90270K5C9/ US90270K5C92
Listing:	The securities will not be listed or displayed on any securities exchange or
electronic communications network.
Calculation agent:	UBS Securities LLC
Commissions and issue price:		Price to Public (1)	Fees and Commissions (1)	Proceeds to Issuer
Per security:		100.00%	1.66% (a)	98.15%
			+ 0.19% (b)
			1.85%
Total:		$ Ÿ	$ Ÿ	$ Ÿ

(1)
(a)	a fixed sales commission of $16.60 per
$1,000.00 stated principal amount of securities that Morgan Stanley Wealth Management sells and
(b)	a fixed structuring fee of $1.90 per $1,000.00 stated
principal amount of securities that Morgan Stanley Wealth Management sells,
each payable to Morgan Stanley Wealth
Management. See “Supplemental information regarding plan of distribution (conflicts of interest); secondary markets (if
any)".

The estimated initial value of the securities as of the trade date is expected to be between $933.40 and $963.40. The range of the estimated initial value of the securities was determined on the date hereof by reference to UBS’ internal pricing models, inclusive of the internal funding rate. For more information about secondary market offers and the estimated initial value of the securities, see “Risk Factors — Fair value considerations” and “— Limited or no secondary market and secondary market price considerations” beginning on page 13 of this document.

The securities involve risks not associated with an investment in ordinary debt securities. See “Risk Factors” beginning on page 11 herein and “Risk Factors” beginning on page PS-9 of the accompanying product supplement.

Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this document, the accompanying product supplement, or the accompanying prospectus. Any representation to the contrary is a criminal offense. The securities are not bank deposits and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency. You should read this document together with the accompanying product supplement and the accompanying prospectus, each of which can be accessed via the hyperlinks below, before you decide to invest.

Product supplement dated October 31, 2018 Prospectus dated October 31, 2018

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Trigger Callable Contingent Yield Securities due on or about June 5, 2025
$• Based on the worst performing of the shares of the iShares ® MSCI EAFE ETF, the shares of the iShares ® Russell 2000 ETF and the shares of the SPDR ® S&P 500 ® ETF Trust

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Additional Information about UBS and the Securities

UBS AG (“UBS”) has filed a registration statement (including a prospectus as supplemented by a product supplement) with the Securities and Exchange Commission (the “SEC”) for the securities to which this document relates. You should read these documents and any other documents relating to this offering that UBS has filed with the SEC for more complete information about UBS and this offering. You may obtain these documents for free from the SEC website at www.sec.gov. Our Central Index Key, or CIK, on the SEC web site is 0001114446.

You may access these documents on the SEC website at www.sec.gov as follows:

Prospectus dated October 31, 2018: http://www.sec.gov/Archives/edgar/data/1114446/000119312518314003/d612032d424b3.htm
Product Supplement dated October 31, 2018: http://www.sec.gov/Archives/edgar/data/1114446/000091412118002085/ub47016353-424b2.htm

References to “UBS”, “we”, “our” and “us” refer only to UBS AG and not to its consolidated subsidiaries. In this document, the “securities” refer to the Trigger Callable Contingent Yield Securities that are offered hereby. Also, references to the “accompanying prospectus” mean the UBS prospectus titled “Debt Securities and Warrants”, dated October 31, 2018 and references to the “accompanying product supplement” mean the UBS product supplement titled “Market-Linked Securities Product Supplement”, dated October 31, 2018.

You should rely only on the information incorporated by reference or provided in this document, the accompanying product supplement or the accompanying prospectus. We have not authorized anyone to provide you with different information. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information in this document, the accompanying product supplement or the accompanying prospectus is accurate as of any date other than the date on the front of the document.

UBS reserves the right to change the terms of, or reject any offer to purchase, the securities prior to their issuance. In the event of any changes to the terms of the securities, UBS will notify you and you will be asked to accept such changes in connection with your purchase. You may also choose to reject such changes in which case UBS may reject your offer to purchase.

In the event of any discrepancies between this document, the accompanying product supplement and the accompanying prospectus, the following hierarchy will govern: first, this document; second, the accompanying product supplement; and finally, the accompanying prospectus.

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Trigger Callable Contingent Yield Securities due on or about June 5, 2025
$• Based on the worst performing of the shares of the iShares ® MSCI EAFE ETF, the shares of the iShares ® Russell 2000 ETF and the shares of the SPDR ® S&P 500 ® ETF Trust

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Investment Summary

The Trigger Callable Contingent Yield Securities due on or about June 5, 2025 based on the worst performing of the shares of the iShares ® MSCI EAFE ETF, the shares of the iShares ® Russell 2000 ETF and the shares of the SPDR ® S&P 500 ® ETF Trust, which we refer to as the securities, provide an opportunity for investors to earn a contingent coupon, which will be an amount equal to $20.25 (equivalent to 8.10% per annum of the stated principal amount) per security, but only if the closing price of each underlying fund is equal to or greater than 70% of its respective initial price, which we refer to as the coupon barrier, on the applicable coupon observation date. The contingent coupon, if any, will be payable on the corresponding coupon payment date, which is expected to be three business days after the applicable coupon observation date. It is possible that the closing prices of one or more of the underlying funds could remain below their respective coupon barriers for extended periods of time or even throughout the term of the securities so that you may receive few or no contingent coupons.

If the closing price of any underlying fund is less than its coupon barrier on the applicable coupon observation date, the contingent coupon for that coupon observation date will not accrue or be payable and UBS will not make any payment to you on the corresponding coupon payment date. UBS may elect, on or before any applicable coupon observation date (other than the final determination date), to call the securities at its discretion in whole, but not in part (an “issuer call”), on the coupon payment date corresponding to such coupon observation date (the “call settlement date”), regardless of the closing prices of the underlying funds on such coupon observation date. If UBS elects to call the securities, UBS will pay you on the call settlement date a cash payment per security equal to the stated principal amount plus any contingent coupon otherwise due, and no further payments will be made on the securities. Before UBS elects to call the securities, UBS will deliver written notice to the trustee by the applicable coupon observation date. If UBS does not elect to call the securities and a trigger event does not occur, UBS will pay you a cash payment per security on the maturity date equal to the stated principal amount of $1,000 plus any contingent coupon otherwise due on the maturity date. If UBS does not elect to call the securities and a trigger event occurs, UBS will pay you a cash payment per security on the maturity date that is significantly less than the stated principal amount, if anything, equal to: (i) the stated principal amount times (ii) one plus the underlying return of the worst performing underlying fund. A trigger event is deemed to have occurred if the closing price of any underlying fund is less than its trigger level on the trigger observation date. You will lose a significant portion or all of your initial investment if UBS does not elect to call the securities and a trigger event occurs. The value of such cash payment will be significantly less than the stated principal amount of the securities and could be zero. Investors in the securities must be willing to accept the risk of losing a significant portion or all of their initial investment and also the risk of not receiving any contingent coupons. In addition, investors will not participate in any appreciation of the underlying funds.

UBS may elect to call the securities at its discretion prior to the maturity date. UBS is less likely to exercise its issuer call right when the closing price of any of the underlying funds is less than its coupon barrier. As such, UBS will be more likely to exercise its issuer call right when the closing price of each underlying fund is equal to or greater than its coupon barrier, which would otherwise result in an amount of interest payable on the securities that is greater than instruments of a comparable maturity and credit rating trading in the market. On the other hand, UBS will be less likely to exercise its issuer call right when the closing price of any underlying fund is less than its coupon barrier and/or when the final price of any underlying fund is expected to be less than its trigger level, such that you will receive no contingent coupons and/or that you will suffer a significant loss on your initial investment in the securities at maturity. Therefore, if UBS does not exercise its issuer call right, it is more likely that you will receive few or no contingent coupons and suffer a significant loss at maturity.

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Trigger Callable Contingent Yield Securities due on or about June 5, 2025
$• Based on the worst performing of the shares of the iShares ® MSCI EAFE ETF, the shares of the iShares ® Russell 2000 ETF and the shares of the SPDR ® S&P 500 ® ETF Trust

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Key Investment Rationale

The securities do not guarantee the payment of interest or the repayment of the stated principal amount. Instead, the securities offer the opportunity for investors to earn a contingent coupon equal to $20.25 (equivalent to 8.10% per annum of the stated principal amount) per security, but only if the closing price of each underlying fund is equal to or greater than 70% of its respective initial price, which we refer to as the coupon barrier, on the applicable coupon observation date. UBS may elect, on or before any applicable coupon observation date (other than the final determination date), to call the securities at its discretion in whole, but not in part, on the call settlement date for a cash payment equal to the stated principal amount per security plus any contingent coupon otherwise due. The payment at maturity, if any, will vary as follows:

Scenario 1	On or before any coupon observation date other than the final determination date, UBS elects to call the securities in whole, but not in part.
	§	On the call settlement date, the securities will be called and UBS will pay a cash payment equal to (i) the stated principal amount plus (ii) any contingent coupon otherwise due, and no further payments will be made on the securities.
	§	Investors will not participate in any appreciation of the underlying funds from their respective initial prices.
Scenario 2	UBS does not elect to call the securities and a trigger event does not occur.
	§	The closing price
of each underlying fund is equal to or greater than its respective trigger level.
	§	UBS will pay you a
cash payment per security on the maturity date equal to (i) the stated principal amount plus (ii) any contingent coupon
otherwise due on the maturity date.
	§	Investors will not
participate in any appreciation of the underlying funds from their respective initial prices.
Scenario 3	UBS does not elect to call the
securities prior to maturity and a trigger event occurs.
	§	The closing price
of any underlying fund is less than its respective trigger level.
	§	UBS will pay you a
cash payment per security on the maturity date, if anything, that is significantly less than the stated principal amount, equal
to (i) the stated principal amount times (ii) one plus the underlying return of the worst performing underlying
fund.
	§	Investors will
lose a significant portion or all of their initial investment in this scenario.

Investing in the securities involves significant risks. You may lose a significant portion or all of your initial investment. Any payment on the securities, including payments in respect of an issuer call, contingent coupon or any repayment of principal provided at maturity, is dependent on the ability of UBS to satisfy its obligations when they become due. If UBS were to default on its payment obligations, you may not receive any amounts due to you under the securities and you could lose all of your initial investment.

The securities will not pay a contingent coupon on a coupon payment date (including the maturity date) if the closing price of any underlying fund is less than its coupon barrier on the corresponding coupon observation date, and you may receive few or no contingent coupons during the term of the securities. UBS may elect, on or before any applicable coupon observation date (other than the final determination date), to call the securities on the call settlement date, regardless of the closing prices of the underlying funds on such coupon observation date. If UBS does not elect to call the securities and a trigger event occurs, you will lose a significant portion or all of your initial investment at maturity.

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Trigger Callable Contingent Yield Securities due on or about June 5, 2025
$• Based on the worst performing of the shares of the iShares ® MSCI EAFE ETF, the shares of the iShares ® Russell 2000 ETF and the shares of the SPDR ® S&P 500 ® ETF Trust

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Investor Suitability

The securities may be suitable for you if:

§ You fully understand the risks of an investment in the securities, including the risk of loss of a significant portion or all of your initial investment.

§ You can tolerate a loss of a significant portion or all of your investment and are willing to make an investment that may have the same downside market risk as an investment in the worst performing underlying fund.

§ You understand and accept that an investment in the securities is linked to the performance of the worst performing underlying fund and not a basket of the underlying funds, and that you will lose a significant portion or all of your initial investment if the closing price of any underlying fund is less than its trigger level on the trigger observation date.

§ You are willing to risk receiving no contingent coupons and believe the closing price of each underlying fund will be equal to or greater than its coupon barrier on each coupon observation date.

§ You believe a trigger event will not occur, meaning the closing price of each underlying fund will be equal to or greater than its trigger level on the trigger observation date.

§ You accept that the risks of each underlying fund are not mitigated by the performance of any other underlying fund and the risks of investing in securities with a return based on the performance of multiple underlying funds.

§ You understand and accept that you will not participate in any appreciation in the price of any of the underlying funds and that your potential return is limited to any contingent coupons received.

§ You can tolerate fluctuations in the price of the securities prior to maturity that may be similar to or exceed the downside fluctuations in the prices of the underlying funds.

§ You would be willing to invest in the securities based on the coupon barriers, trigger levels and contingent coupon rate specified on the cover hereof.

§ You do not seek guaranteed current income from your investment and are willing to forgo any dividends paid on the underlying funds.

§ You are willing to invest in securities that UBS may elect to call early at its discretion and you are otherwise willing to hold such securities to maturity and accept that there may be little or no secondary market for the securities.

§ You understand and are willing to accept the risks associated with the underlying funds.

§ You are willing to assume the credit risk of UBS for all payments under the securities, and understand that if UBS defaults on its obligations you may not receive any amounts due to you including any repayment of principal.

§ You understand that the estimated initial value of the securities determined by our internal pricing models is lower than the issue price and that should UBS Securities LLC or any affiliate make secondary markets for the securities, the price (not including their customary bid-ask spreads) will temporarily exceed the internal pricing model price.

The securities may not be suitable for you if:

§ You do not fully understand the risks of an investment in the securities, including the risk of loss of a significant portion or all of your initial investment.

§ You are not willing to make an investment that may have the same downside market risk as an investment in the worst performing underlying fund.

§ You do not understand or are unwilling to accept that an investment in the securities is linked to the performance of the worst performing underlying fund and not a basket of the underlying funds, and that you will lose a significant portion or all of your initial investment if the closing price of any underlying fund is less than its trigger level on the trigger observation date.

§ You require an investment designed to provide a full return of principal at maturity.

§ You are unwilling to risk receiving no contingent coupons during the term of the securities or believe that the closing price of at least one of the underlying funds will decline during the term of the securities and is likely to be less than its coupon barrier on a coupon observation date.

§ You believe a trigger event will occur, meaning the closing price of any underlying fund will be less than its trigger level on the trigger observation date.

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Trigger Callable Contingent Yield Securities due on or about June 5, 2025
$• Based on the worst performing of the shares of the iShares ® MSCI EAFE ETF, the shares of the iShares ® Russell 2000 ETF and the shares of the SPDR ® S&P 500 ® ETF Trust

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§ You cannot accept that the risks of each underlying fund are not mitigated by the performance of any other underlying fund and the risks of investing in securities with a return based on the performance of multiple underlying funds.

§ You seek an investment that participates in the full appreciation in the prices of the underlying funds or that has unlimited return potential.

§ You cannot tolerate fluctuations in the price of the securities prior to maturity that may be similar to or exceed the downside fluctuations in the prices of the underlying funds.

§ You would be unwilling to invest in the securities based on the coupon barriers, trigger levels or contingent coupon rate specified on the cover hereof.

§ You seek guaranteed current income from this investment or prefer to receive any dividends paid on the underlying funds.

§ You are unable or unwilling to hold securities that UBS may elect to call early at its discretion, or you are otherwise unable or unwilling to hold such securities to maturity or you seek an investment for which there will be an active secondary market.

§ You do not understand or are not willing to accept the risks associated with the underlying funds.

§ You are not willing to assume the credit risk of UBS for all payments under the securities, including any repayment of principal.

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Trigger Callable Contingent Yield Securities due on or about June 5, 2025
$• Based on the worst performing of the shares of the iShares ® MSCI EAFE ETF, the shares of the iShares ® Russell 2000 ETF and the shares of the SPDR ® S&P 500 ® ETF Trust

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How the Securities Work

The following diagrams illustrate the potential outcomes for the securities depending on (1) the closing prices, (2) whether UBS elects to call the securities and (3) the final prices.

Diagram #1: Coupon Observation Dates Other Than the Final Determination Date

Diagram #2: Payment at Maturity if No Issuer Call Occurs

For more information about the payout upon an issuer call or at maturity in different hypothetical scenarios, see “Hypothetical Examples” starting on page 8.

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Trigger Callable Contingent Yield Securities due on or about June 5, 2025
$• Based on the worst performing of the shares of the iShares ® MSCI EAFE ETF, the shares of the iShares ® Russell 2000 ETF and the shares of the SPDR ® S&P 500 ® ETF Trust

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Hypothetical Examples

The below examples are based on the following terms and are purely hypothetical (the actual terms of your security will be determined on the trade date and will be specified in the final pricing supplement; amounts may have been rounded for ease of analysis):

Hypothetical Initial Price:
Underlying Fund A:	$60.00
Underlying Fund B:	$150.00
Underlying Fund C:	$300.00
Hypothetical Coupon Barrier:
Underlying Fund A:	$42.00, which is 70% of the initial price
Underlying Fund B:	$105.00, which is 70% of the initial price
Underlying Fund C:	$210.00, which is 70% of the initial price
Hypothetical Trigger Level:
Underlying Fund A:	$36.00, which is 60% of the initial price
Underlying Fund B:	$90.00, which is 60% of the initial price
Underlying Fund C:	$180.00, which is 60% of the initial price
Hypothetical Term:	Approximately 63 months
Hypothetical Contingent Coupon:	$20.25 per security (equivalent to 8.10% per annum of the stated principal amount)
Stated Principal Amount:	$1,000.00 per security

In Examples 1 and 2, on a specified coupon observation date UBS elects and delivers written notice to the trustee to call the securities on the corresponding call settlement date. In Examples 3, 4 and 5, UBS does not elect to call the securities and the securities and remain outstanding until maturity.

Coupon Observation Dates	Example 1 – UBS elects on the first coupon observation date to call the securities. — Closing Price of Underlying Fund A	Closing Price of Underlying Fund B	Closing Price of Underlying Fund C	Contingent Coupon	Payment (per security)	Example 2 - UBS elects on the third coupon observation date to call the securities. — Closing Price of Underlying Fund A	Closing Price of Underlying Fund B	Closing Price of Underlying Fund C	Contingent Coupon	Payment (per security)
#1	$45.00 ( at or above coupon barrier)	$115.00 ( at or above coupon barrier)	$220.00 ( at or above coupon barrier)	—*	$1,020.25	$40.00 ( below coupon barrier)	$130.00 ( at or above coupon barrier)	$220.00 ( at or above coupon barrier)	$0	N/A
#2	N/A	N/A	N/A	N/A	N/A	$45.00 ( at or above coupon barrier)	$120.00 ( at or above coupon barrier)	$235.00 ( at or above coupon barrier)	$20.25	N/A
#3	N/A	N/A	N/A	N/A	N/A	$38.00 ( below coupon barrier)	$110.00 ( at
or above coupon barrier)	$230.00 ( at
or above coupon barrier)	—	$1,000.00
#4 - #20	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Final Determination Date	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Payment at Maturity	N/A					N/A

• The issuer call amount includes the contingent coupon otherwise due with respect to the coupon observation date on which UBS, at its sole discretion, elects to call the securities.

§ In Example 1 , UBS notifies the trustee on the first coupon observation date that it would like to call the securities and the closing price of each underlying fund is equal to or greater than its coupon barrier on such coupon observation date. You receive the issuer call amount (reflecting your principal amount plus the contingent coupon otherwise due), calculated as follows:

Stated Principal Amount + Contingent Coupon = $1,000.00 + $20.25 = $1,020.25

In this example, the issuer call feature limits the term of your investment to approximately 3 months and you may not be able to reinvest at comparable terms or returns. If the securities are subject to issuer call, you will stop receiving contingent coupons. Your total payment per security in this example is $1,020.25 (a 2.025% total return on the securities).

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$• Based on the worst performing of the shares of the iShares ® MSCI EAFE ETF, the shares of the iShares ® Russell 2000 ETF and the shares of the SPDR ® S&P 500 ® ETF Trust

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§ In Example 2 , UBS notifies the trustee on the third coupon observation date that it would like to call the securities and the closing price of underlying fund A is less than its coupon barrier on such coupon observation date. Accordingly, UBS will pay on the call settlement date a total of $1,000.00 per security (reflecting your principal amount). When added to the contingent coupon of $20.25 received in respect of the prior coupon observation dates, you will have received a total of $1,020.25. You will not receive any further payments on the securities.

In this example, the issuer call feature limits the term of your investment to approximately 9 months and you may not be able to reinvest at comparable terms or returns. If the securities are subject to an issuer call, you will stop receiving contingent coupons. Further, because at least one underlying fund is less than its coupon barrier on the third coupon observation date, you receive only $1,000.00 per security. Your total payment per security in this example is $1,020.25 (a 2.025% total return on the securities). You will not participate in any appreciation of any of the underlying funds .

Coupon Observation Dates	Example 3- UBS does not elect to call the securities and a trigger event does not occur. — Closing Price of Underlying Fund A	Closing Price of Underlying Fund B	Closing Price of Underlying Fund C	Contingent Coupon	Payment (per security)	Example 4- UBS does not elect to call the securities and a trigger event does not occur. — Closing Price of Underlying Fund A	Closing Price of Underlying Fund B	Closing Price of Underlying Fund C	Contingent Coupon	Payment (per security)
#1	$38.00 ( below coupon barrier)	$108.00 ( at or above coupon barrier)	$225.00 ( at or above coupon barrier)	$0	N/A	$37.00 ( below coupon barrier)	$135.00 ( at or above coupon barrier)	$240.00 ( at or above coupon barrier)	$0	N/A
#2	$39.00 ( below coupon barrier)	$115.00 (at or above coupon barrier)	$224.00 ( at or above coupon barrier)	$0	N/A	$40.00 ( below coupon barrier)	$138.00 ( at or above coupon barrier)	$270.00 ( at or above coupon barrier)	$0	N/A
#3 - #20	Various (all at or above coupon barrier)	Various (all below coupon barrier)	Various (all at or above coupon barrier)	$0	N/A	Various (all at or above coupon barrier)	Various (all below coupon barrier)	Various (all at or above coupon barrier)	$0	N/A
Final Determination Date	$72.00 ( at or above coupon barrier and trigger level)	$180.00 ( at or above coupon barrier and trigger level)	$360.00 ( at or above coupon barrier and trigger level)	$20.25	N/A	$45.00 ( at or above coupon barrier and trigger level)	$100.00 ( below coupon barrier; at or above trigger level)	$245.00 ( at or above coupon barrier and trigger level)	$0	N/A
Payment at Maturity	$1,020.25					$1,000.00

§ In Example 3 , UBS does not elect to call the securities and the final price of each underlying fund is equal to or greater than its coupon barrier and its trigger level. Because a trigger event has not occurred, at maturity, UBS will pay you the stated principal amount and, because the final price of each underlying fund is equal to or greater than its coupon barrier on the final determination date, a contingent coupon with respect to the final determination date. Your payment at maturity is calculated as follows:

Stated Principal Amount + Contingent Coupon = $1,000.00 + $20.25 = $1,020.25

In this example, you receive the stated principal amount per security plus the contingent coupon, equal to a total payment of $1,020.25 per security at maturity. Although all of the underlying funds have appreciated by 20% from their respective initial prices on the final determination date, you receive only $1,020.25 per security and do not benefit from such appreciation. Your total payment per security in this example is $1,020.25 (a 2.025% total return on the securities).

§ In Example 4 , UBS does not elect to call the securities and the final price of each underlying fund is equal to or greater than its trigger level, but the final price of underlying fund B is less than its coupon barrier. Because a trigger event has not occurred, at maturity, UBS will pay you the stated principal amount and, because the final price of underlying fund B is less than its coupon barrier on the final determination date, a contingent coupon will not be paid with respect to the final determination date. Your payment at maturity is the stated principal amount of $1,000.00.

In this example, you receive the stated principal amount per security, equal to a total payment of $1,000.00 per security at maturity. Your total payment per security in this example is $1,000.00 (a 0.00% total return on the securities). You will not participate in any appreciation of any of the underlying funds.

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$• Based on the worst performing of the shares of the iShares ® MSCI EAFE ETF, the shares of the iShares ® Russell 2000 ETF and the shares of the SPDR ® S&P 500 ® ETF Trust

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Coupon Observation Dates	Example 5 – UBS does not elect to call the securities and a trigger event occurs. — Closing Price of Underlying Fund A	Closing Price of Underlying Fund B	Closing Price of Underlying Fund C	Contingent Coupon	Payment (per security)
#1	$36.00 ( below coupon barrier)	$110.00 ( at or above coupon barrier)	$260.00 ( at or above coupon barrier)	$0	N/A
#2	$35.00 ( below coupon barrier)	$115.00 ( at or above coupon barrier)	$280.00 ( at or above coupon barrier)	$0	N/A
#3 - #20	Various (all at or above coupon barrier)	Various (all below coupon barrier)	Various (all at or above coupon barrier)	$0	N/A
Final Determination Date	$50.00 ( at or above coupon barrier and trigger level)	$60.00 ( below coupon barrier and trigger level)	$290.00 ( at or above coupon barrier and trigger level)	$0	N/A
Payment at Maturity	$400.00

§ In Example 5 , UBS does not elect to call the securities and the final price of underlying fund B is less than its coupon barrier and its trigger level. Accordingly, a trigger event occurs and, therefore, at maturity, you will be fully exposed to the negative return of the worst performing underlying fund. Your payment at maturity is calculated as follows:

$1,000.00 × (1 + Underlying Return of the Worst Performing Underlying Fund)

= $1,000.00 × (1 + -60%)

= $1,000.00 × 40%

= $400.00

In this example, because the final price of the worst performing underlying fund represents a 60.00% decline, you will receive a total cash payment per security equal to $400.00 (a 60.00% loss over the term of the securities).

We make no representation or warranty as to which of the underlying funds will be the least performing underlying fund for the purposes of calculating your actual payment at maturity.

Investing in the securities involves significant risks. The securities differ from ordinary debt securities in that UBS is not necessarily obligated to repay the full amount of your initial investment. If UBS does not elect prior to the final determination date to call the securities and a trigger event occurs, you will lose a significant portion or all of your initial investment. Specifically, if UBS does not elect to call the securities prior to maturity and a trigger event occurs, UBS will pay you a cash payment per security that will be significantly less than the stated principal amount, if anything, resulting in a percentage loss that is equal to the underlying return of the worst performing underlying fund over the term of the securities.

The securities will not pay a contingent coupon on a coupon payment date if the closing price of any underlying fund is less than its coupon barrier on the corresponding coupon observation date, and you may receive few or no contingent coupons during the term of the securities.

You will be exposed to the market risk of each underlying fund on each coupon observation date and on the final determination date and any decline in the price of one underlying fund may negatively affect your return and will not be offset or mitigated by a lesser decline or any potential increase in the price of any other underlying fund. Any payment to be made on the securities, including any repayment of principal, depends on the ability of UBS to satisfy its obligations as they come due. If UBS were to default on its payment obligations you may not receive any amounts owed to you under the securities and you could lose all of your initial investment.

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Risk Factors

The following is a non-exhaustive list of certain key risk factors for investors in the securities. For further discussion of these and other risks, you should read the section entitled “Risk Factors” in the accompanying product supplement. We urge to consult your investment, legal, tax, accounting and other advisors concerning an investment in the securities.

§ Risk of loss at maturity. The securities differ from ordinary debt securities in that UBS will not necessarily repay the full principal amount of the securities at maturity. If UBS does not elect to call the securities, UBS will repay you the principal amount of your securities in cash only if a trigger event does not occur, meaning the closing price of each underlying fund is equal to or greater than its trigger level on the trigger observation date, and will make such payment only at maturity. If UBS does not elect to call the securities and a trigger event occurs, meaning the closing price of any underlying fund is less than its trigger level on the trigger observation date, which is the final determination date, you will lose a significant percentage of your stated principal amount equal to the underlying return of the worst performing underlying fund and in extreme situations, you could lose all of your initial investment.

§ The stated payout from the issuer applies only if you hold your securities to maturity. You should be willing to hold your securities to maturity. If you are able to sell your securities prior to maturity in the secondary market, you may have to sell them at a loss relative to your initial investment even if the price of each underlying fund at such time is equal to or greater than its trigger level. All payments on the securities are subject to the creditworthiness of UBS.

§ You may not receive any contingent coupons with respect to your securities — UBS will not necessarily make periodic coupon payments on the securities. If the closing price of any underlying fund is less than its respective coupon barrier on a coupon observation date, UBS will not pay you the contingent coupon on the corresponding coupon payment date. This will be the case even if the closing prices of the other underlying funds are equal to or greater than their respective coupon barriers on that coupon observation date. If the closing price of any underlying fund is less tha n its coupon barrier on each coupon observation date, UBS will not pay you any contingent coupons during the term of, and you will not receive a positive return on, your securities. Generally, this non-payment of the contingent coupon coincides with a period of greater risk of principal loss on your securities.

§ Your potential return on the securities is limited, you will not participate in any appreciation of the underlying funds . The return potential of the securities is limited to the specified contingent coupon rate, regardless of any appreciation of the underlying funds. In addition, your return on the securities will vary based on the number of coupon observation dates, if any, for which the requirements of the contingent coupon have been met prior to maturity or an issuer call. Because UBS may call the securities at its discretion as early as the first potential call settlement date, the total return on the securities could be less than if the securities remained outstanding until maturity. Further, if UBS elects to call the securities, you will not receive any contingent coupons or any other payment in respect of any coupon observation dates after the call settlement date, and your return on the securities could be less than if the securities remained outstanding until maturity. If UBS does not elect to call the securities, you may be subject to the decline in the price of the worst performing underlying fund even though you cannot participate in any appreciation in the price of any underlying fund. As a result, the return on an investment in the securities could be less than the return on a direct investment in any or all of the underlying funds. In addition, as an owner of the securities, you will not have voting rights or any other rights of a holder of any underlying fund.

§ Greater expected volatility with respect to, and lower expected correlation among, the underlying funds generally reflects a higher contingent coupon rate and a higher expectation as of the trade date that the closing price of any of the underlying funds could be less than its trigger level on the trigger observation date of the securities. Greater expected volatility with respect to, and lower expected correlation among, the underlying funds reflects a higher expectation as of the trade date that the closing price of any of the underlying funds could be less than its trigger level on the trigger observation date of the securities. “Volatility” refers to the frequency and magnitude of changes in the price of an underlying fund. This greater expected risk will generally be reflected in a higher contingent coupon rate for that security. However, while the contingent coupon rate is set on the trade date based, in part, on the correlations of the underlying funds and each underlying fund’s volatility calculated using our internal models, an underlying fund’s volatility, and the correlation among the underlying funds, can change significantly over the term of the securities. The correlations referenced in setting the terms of the securities are calculated using our internal models and are not derived from the daily returns of the underlying funds over the period set forth under “Correlation of the Underlying Funds” below. The price of any underlying fund for your securities could fall sharply, which could result in the loss of a significant portion or all of your initial investment.

§ UBS may elect to call the securities and the securities are subject to reinvestment risk. UBS may elect to call the securities at its discretion prior to the maturity date. UBS is less likely to exercise its issuer call right when the closing price of any of the underlying funds is less than its coupon barrier. As such, UBS will be more likely to exercise its issuer call right when the closing price of each underlying fund is equal to or greater than its coupon barrier, which would otherwise result in an amount of interest payable on the securities that is greater than instruments of a comparable maturity and credit rating trading in the market. On the other hand, UBS will be less likely to exercise its issuer call right when the closing price of any underlying fund is less than its coupon barrier and/or when the final price of any underlying fund is expected to be less than its trigger level, such that you will receive no contingent coupons and/or that you will suffer a significant loss on your initial investment in the securities at maturity. Therefore, if UBS does not exercise its issuer call right, it is more likely that you will receive few or no contingent coupons and suffer a significant loss at maturity. Also, UBS is more likely to exercise its issuer call right

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when prevailing interest rates are low relative to the contingent coupon rate. In the event that prevailing interest rates are low relative to the contingent coupon rate and UBS elects to call the securities, the term of the securities will be reduced and you will not receive any payment on the securities after the applicable call settlement date. There is no guarantee that you will be able to reinvest the proceeds from an investment in the securities at a comparable rate of return for a similar level of risk. To the extent you are able to reinvest such proceeds in an investment comparable to the securities, you may incur transaction costs such as dealer discounts and hedging costs built into the price of the new securities. Because UBS may call the securities at its discretion as early as the first potential call settlement date, you should be prepared in the event UBS elects to call the securities. Further, UBS’ right to call the securities may also adversely impact your ability to sell your securities in the secondary market, if any exists.

§ An investment in securities with contingent coupon and issuer call features may be more sensitive to interest rate risk than an investment in securities without such features. Because of the issuer call and contingent coupon features of the securities, you will bear greater exposure to fluctuations in interest rates than if you purchased securities without such features. In particular, you may be negatively affected if prevailing interest rates begin to rise as discussed in the preceding risk factor, and the contingent coupon rate on the securities may be less than the amount of interest you could earn on other investments with a similar level of risk available at such time. In addition, if you tried to sell your securities at such time, the value of your securities in any secondary market transaction would also be adversely affected. Conversely, in the event that prevailing interest rates are low relative to the contingent coupon rate and UBS elects to call the securities, there is no guarantee that you will be able to reinvest the proceeds from an investment in the securities at a comparable rate of return for a similar level of risk.

§ You are exposed to the market risk of each underlying fund. Your return on the securities is not linked to a basket consisting of the underlying funds. Rather, it will be contingent upon the performance of each underlying fund. Unlike an instrument with a return linked to a basket of exchange-traded funds (“ETFs”), American depositary receipts, common stocks or other underlying assets, in which risk is mitigated and diversified among all of the components of the basket, you will be exposed equally to the risks related to each underlying fund. Poor performance by any one underlying fund will negatively affect your return and will not be offset or mitigated by the performance of any other underlying fund. For instance, you will receive a negative return equal to the underlying return of the worst performing underlying fund if the closing price of any underlying fund is less than its trigger level on the trigger observation date, even if the underlying return of another underlying fund is positive or has not declined as much. Further, you are subject to the market risk of each underlying fund on each coupon observation date and you will not receive a contingent coupon on a coupon payment date if the closing price of any underlying fund is less than its coupon barrier on the corresponding coupon observation date. Accordingly, your investment is subject to the market risk of each underlying fund.

§ Because the securities are linked to the worst performing underlying fund, you are exposed to a greater risk of receiving no contingent coupons and losing a significant portion or all of your initial investment at maturity than if the securities were linked to a single underlying fund or fewer underlying funds. The risk that you will not receive any contingent coupons and lose a significant portion or all of your initial investment in the securities is greater if you invest in the securities than the risk of investing in substantially similar securities that are linked to the performance of a single underlying fund or fewer underlying funds if their terms are otherwise substantially similar. With a greater total number of underlying funds, it is more likely that the closing price or final price, as applicable, of any of the underlying funds will be less than its respective coupon barrier on any coupon observation date and less than its trigger level on the trigger observation date than if the securities were linked to a single underlying fund or fewer underlying funds. In addition, if the performances of the underlying funds are not correlated to each other or are negatively correlated, the risk that you will not receive any contingent coupons or a trigger event will occur is even greater. Therefore, it is more likely that you will not receive any contingent coupons and that you will lose a significant portion or all of your initial investment at maturity.

§ Any payment on the securities is subject to the creditworthiness of UBS. The securities are unsubordinated unsecured debt obligations of UBS and are not, either directly or indirectly, an obligation of any third party. Any payment to be made on the securities, including any repayment of principal, depends on the ability of UBS to satisfy its obligations as they come due. As a result, UBS’ actual and perceived creditworthiness may affect the market value of the securities. If UBS were to default on its obligations, you may not receive any amounts owed to you under the terms of the securities and you could lose all of your initial investment.

§ Market risk. The return on the securities, which may be negative, is directly linked to the performance of the underlying funds and indirectly linked to the performance of the assets comprising each fund (the “underlying constituents”). The prices of the underlying funds can rise or fall sharply due to factors specific to each underlying fund, such as stock price volatility; earnings and financial conditions; corporate, industry and regulatory developments; management changes and decisions and other events; general market factors, such as general market levels, interest rates and economic and political conditions; and the composition of the underlying funds. We urge you to review information filed periodically by the issuers of the underlying funds (the “underlying fund issuers”) with the SEC.

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§ Fair value considerations.

o The issue price you pay for the securities will exceed their estimated initial value. The issue price you pay for the securities will exceed their estimated initial value as of the trade date due to the inclusion in the issue price of the underwriting discount, hedging costs, issuance costs and projected profits. As of the close of the relevant markets on the trade date, we will determine the estimated initial value of the securities by reference to our internal pricing models and the estimated initial value of the securities will be set forth in the final pricing supplement. The pricing models used to determine the estimated initial value of the securities incorporate certain variables, including the prices of the underlying funds, the volatility of the underlying funds, any dividends paid on the underlying funds, the correlation among the underlying funds, prevailing interest rates, the term of the securities and our internal funding rate. Our internal funding rate is typically lower than the rate we would pay to issue conventional fixed or floating rate debt securities of a similar term. The underwriting discount, hedging costs, issuance costs, projected profits and the difference in rates will reduce the economic value of the securities to you. Due to these factors, the estimated initial value of the securities as of the trade date will be less than the issue price you pay for the securities.

o The estimated initial value is a theoretical price; the actual price that you may be able to sell your securities in any secondary market (if any) at any time after the trade date may differ from the estimated initial value. The value of your securities at any time will vary based on many factors, including the factors described above and in “—Market risk” above and is impossible to predict. Furthermore, the pricing models that we use are proprietary and rely in part on certain assumptions about future events, which may prove to be incorrect. As a result, after the trade date, if you attempt to sell the securities in the secondary market, the actual value you would receive may differ, perhaps materially, from the estimated initial value of the securities determined by reference to our internal pricing models. The estimated initial value of the securities does not represent a minimum or maximum price at which we or any of our affiliates would be willing to purchase your securities in any secondary market at any time.

o Our actual profits may be greater or less than the differential between the estimated initial value and the issue price of the securities as of the trade date. We may determine the economic terms of the securities, as well as hedge our obligations, at least in part, prior to the trade date. In addition, there may be ongoing costs to us to maintain and/or adjust any hedges and such hedges are often imperfect. Therefore, our actual profits (or potentially, losses) in issuing the securities cannot be determined as of the trade date and any such differential between the estimated initial value and the issue price of the securities as of the trade date does not reflect our actual profits. Ultimately, our actual profits will be known only at the maturity of the securities.

§ Limited or no secondary market and secondary market price considerations.

o There may be little or no secondary market for the securities. The securities will not be listed or displayed on any securities exchange or any electronic communications network. There can be no assurance that a secondary market for the securities will develop. UBS Securities LLC and its affiliates intend, but are not required, to make a market in the securities and may stop making a market at any time. Even if there is a secondary market it may not provide enough liquidity to allow you to trade or sell the securities easily. If you are able to sell your securities prior to maturity you may have to sell them at a substantial loss. The estimated initial value of the securities does not represent a minimum or maximum price at which we or any of our affiliates would be willing to purchase your securities in any secondary market at any time.

o The price at which UBS Securities LLC and its affiliates may offer to buy the securities in the secondary market (if any) may be greater than UBS’ valuation of the securities at that time, greater than any other secondary market prices provided by unaffiliated dealers (if any) and, depending on your broker, greater than the valuation provided on your customer account statements. For a limited period of time following the issuance of the securities, UBS Securities LLC or its affiliates may offer to buy or sell such securities at a price that exceeds (i) our valuation of the securities at that time based on our internal pricing models, (ii) any secondary market prices provided by unaffiliated dealers (if any) and (iii) depending on your broker, the valuation provided on customer account statements. The price that UBS Securities LLC may initially offer to buy such securities following issuance will exceed the valuations indicated by our internal pricing models due to the inclusion for a limited period of time of the aggregate value of the underwriting discount, hedging costs, issuance costs and theoretical projected trading profit. The portion of such amounts included in our price will decline to zero on a straight line basis over a period ending no later than the date specified under “Supplemental information regarding plan of distribution (conflicts of interest); secondary markets (if any).” Thereafter, if UBS Securities LLC or an affiliate makes secondary markets in the securities, it will do so at prices that reflect our estimated value determined by reference to our internal pricing models at that time. The temporary positive differential relative to our internal pricing models arises from requests from and arrangements made by UBS Securities LLC with the selling agents of structured debt securities such as the securities. As described above, UBS Securities LLC and its affiliates intend, but are not required, to make a market for the securities and may stop making a market at any time. The price at which UBS Securities LLC or an affiliate may make secondary markets at any time (if at all) will also reflect its then current bid-ask spread for similar sized trades of structured debt securities. UBS Securities LLC reflects this temporary positive differential on their customer statements. Investors should inquire as to the valuation provided on customer account statements provided by unaffiliated dealers.

o Price of securities prior to maturity. The market price of the securities will be influenced by many unpredictable and interrelated factors, including the prices of the underlying funds; the volatility of the underlying funds; any dividends paid on the underlying funds; the correlation among the underlying funds; the time remaining to the maturity of the securities; interest rates in the markets; geopolitical conditions and economic, financial, political, force majeure and regulatory or judicial events; whether the underlying funds are currently or have been below their respective coupon barriers; the composition of the underlying funds; the availability of comparable instruments; and the creditworthiness of UBS.

o Impact of fees and the use of internal funding rates rather than secondary market credit spreads on secondary market prices. All other things being equal, the use of the internal funding rates described above under “—Fair value considerations” as well as the inclusion in the issue price of the underwriting discount, hedging costs, issuance costs and any projected profits are, subject to the temporary mitigating effect of UBS Securities LLC’s and its affiliates’ market making premium, expected to reduce the price at which you may be able to sell the securities in any secondary market.

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§ The securities are subject to currency exchange rate risk. The iShares ® MSCI EAFE ETF (the “EFA Fund”) invests in securities that are traded and quoted in non-U.S. currencies on non-U.S. markets. Therefore, holders of the securities will be exposed to currency exchange rate risk with respect to the currencies in which such underlying constituents trade. The values of the currencies of the countries in which the EFA Fund may invest may be subject to a high degree of fluctuation due to changes in interest rates, the effects of monetary policies issued by the United States, non-U.S. governments, central banks or supranational entities, the imposition of currency controls or other national or global political or economic developments. An investor's net exposure will depend on the extent to which the relevant non-U.S. currencies strengthen or weaken against the U.S. dollar and the relative weight of each non-U.S. security in the portfolio of the EFA Fund. If, taking into account such weighting, the U.S. dollar strengthens against the relevant non-U.S. currencies, the value of securities in which the EFA Fund invest will be adversely affected and the value of the securities may decrease.

§ The securities are subject to non-U.S. securities market risk. The securities are linked to shares of the EFA Fund and are subject to risks associated with non-U.S. securities markets. An investment in securities linked directly or indirectly to the value of securities issued by non-U.S. companies involves particular risks. Generally, non-U.S. securities markets may be more volatile than U.S. securities markets, and market developments may affect non-U.S. markets differently from U.S. securities markets. Direct or indirect government intervention to stabilize these non-U.S. markets, as well as cross shareholdings in non- U.S. companies, may affect trading prices and volumes in those markets. There is generally less publicly available information about non-U.S. companies than about those U.S. companies that are subject to the reporting requirements of the SEC, and non-U.S. companies are subject to accounting, auditing and financial reporting standards and requirements that differ from those applicable to U.S. reporting companies. Security prices in non-U.S. countries are subject to political, economic, financial and social factors that may be unique to the particular country. These factors, which could negatively affect the non-U.S. securities markets, include the possibility of recent or future changes in the non-U.S. government's economic and fiscal policies, the possible imposition of, or changes in, currency exchange laws or other non-U.S. laws or restrictions applicable to non-U.S. companies or investments in non-U.S. equity securities and the possibility of fluctuations in the rate of exchange between currencies. Moreover, certain aspects of a particular non-U.S. economy may differ favorably or unfavorably from the U.S. economy in important respects, such as growth of gross national product, rate of inflation, capital reinvestment, resources and self-sufficiency.

§ The securities are subject to small-capitalization stock risks. The securities are linked to the iShares ® Russell 2000 ETF and are subject to risks associated with small-capitalization companies. The iShares ® Russell 2000 ETF invests in companies that may be considered small-capitalization companies. These companies often have greater stock price volatility, lower trading volume and less liquidity than mid- and large-capitalization companies and therefore the respective fund’s share price may be more volatile than that of funds that invest a larger percentage of their assets in stocks issued by mid- and large-capitalization companies. Stock prices of small-capitalization companies are also more vulnerable than those of mid- and large-capitalization companies to adverse business and economic developments, and the stocks of small-capitalization companies may be thinly traded, making it difficult for the relevant fund to buy and sell them. In addition, small-capitalization companies are typically less stable financially than mid- and large-capitalization companies and may depend on a small number of key personnel, making them more vulnerable to loss of personnel. Small-capitalization companies are often given less analyst coverage and may be in early, and less predictable, periods of their corporate existences. Such companies tend to have smaller revenues, less diverse product lines, smaller shares of their product or service markets, fewer financial resources and less competitive strengths than mid- and large-capitalization companies and are more susceptible to adverse developments related to their products.

§ The underlying funds are ETFs and their value may not completely track the value of its underlying constituents. Although the trading characteristics and valuations of ETFs such as the underlying funds will usually mirror the characteristics and valuations of its underlying constituents, their values may not completely track the values of their underlying constituents. The values of the underlying funds will reflect transaction costs and fees that the underlying constituents do not have. In addition, although the underlying funds are currently listed for trading on an exchange, there is no assurance that an active trading market will continue for such underlying funds or that there will be liquidity in the trading market.

§ Fluctuation of NAV. The net asset value (the ``NAV'') of each underlying fund may fluctuate with changes in the market value of its underlying constituents. The market prices of the underlying funds may fluctuate in accordance with changes in NAV and supply and demand on the applicable stock exchanges. Furthermore, the underlying constituents of an underlying fund may be unavailable in the secondary market during periods of market volatility, which may make it difficult for market participants to accurately calculate the intraday NAV per share of that underlying fund and may adversely affect the liquidity and prices of the underlying funds, perhaps significantly. For any of these reasons, the market prices of the underlying funds may differ from their respective NAV per share and may trade at, above or below their NAV per share.

§ Failure of an underlying fund to track the level of its target index. While each underlying fund is designed and intended to track the level of a specific index as specified under “Information About the Underlying Funds” (its “target index”), various factors, including fees and other transaction costs, will prevent an underlying fund from correlating exactly with changes in the level of its target index. Additionally, although the performance of an underlying fund seeks to replicate the performance of its target index, an underlying fund may not invest in all the securities, futures contracts or commodities comprising its target index but rather may invest in a representative sample of the assets comprising its target index. Accordingly, the performance of each underlying fund will not be equal to the performance of its target index during the term of the securities.

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Trigger Callable Contingent Yield Securities due on or about June 5, 2025
$• Based on the worst performing of the shares of the iShares ® MSCI EAFE ETF, the shares of the iShares ® Russell 2000 ETF and the shares of the SPDR ® S&P 500 ® ETF Trust

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§ The underlying funds utilize a passive indexing investment approach. The underlying funds are not managed according to traditional methods of “active” investment management, which involve the buying and selling of securities based on economic, financial and market analysis and investment judgment. Instead, each underlying fund, utilizing a “passive” or indexing investment approach, attempts to approximate the investment performance of its target index by investing in a portfolio of stocks that generally replicate such target index. Therefore, unless a specific underlying constituent is removed from its target index, the applicable underlying fund generally would not sell a security because such the issuer of such underlying constituent (its “underlying constituent issuer”) was in financial trouble. In addition, the underlying funds are subject to the risk that the investment strategy of its investment adviser may not produce the intended results.

§ There can be no assurance that the investment view implicit in the securities will be successful. It is impossible to predict whether and the extent to which the prices of the underlying funds will rise or fall. There can be no assurance that the closing price of each underlying fund will be equal to or greater than its coupon barrier on each coupon observation date, or, if UBS does not elect to call the securities, that a trigger event will not occur. The prices of the underlying funds will be influenced by complex and interrelated political, economic, financial and other factors that affect the respective issuers of the underlying funds and the underlying constituents. You should be willing to accept the risks associated with the relevant markets tracked by each underlying index in general and each index constituent in particular, and the risk of losing a significant portion or all of your initial investment.

§ Potential conflicts of interest. We and our affiliates may engage in business related to the underlying funds, which may present a conflict between our obligations as issuer and you, as a holder of the securities. UBS may elect to call the securities pursuant to the issuer call feature. If UBS so elects, the decision may be based on factors contrary to those favorable to a holder of the securities, securities, such as, but not limited to, those described above under “— UBS may elect to call the securities and the securities are subject to reinvestment risk” and “— An investment in securities with contingent coupon and issuer call features may be more sensitive to interest rate risk than an investment in securities without such features”. There are also potential conflicts of interest between you and the calculation agent, which will be an affiliate of UBS. The calculation agent will determine the initial price and the final price of each underlying fund and whether the contingent coupon is payable to you on any coupon payment date and the payment at maturity of the securities, if any, based on observed closing prices of the underlying funds. can postpone the determination of the terms of the securities on the trade date, or the closing prices of the underlying funds on any observation date and any trigger observation date (including the final valuation date). Determinations made by the calculation agent, including with respect to the occurrence or non-occurrence of market disruption events, may affect the payout to you at maturity or whether the securities are redeemed early. As UBS determines the economic terms of the securities, including the contingent coupon rate, trigger levels and coupon barriers, and such terms include the underwriting discount, hedging costs, issuance costs and projected profits, the securities represent a package of economic terms. There are other potential conflicts of interest insofar as an investor could potentially get better economic terms if that investor entered into exchange-traded and/or OTC derivatives or other instruments with third parties, assuming that such instruments were available and the investor had the ability to assemble and enter into such instruments. Furthermore, given that UBS Securities LLC and its affiliates temporarily maintain a market making premium, it may have the effect of discouraging UBS Securities LLC and its affiliates from recommending sale of your securities in the secondary market.

In addition, we or one of our affiliates may enter into swap agreements or related hedging activities with the dealer or its affiliates in connection with the securities, which could cause the economic interests of UBS, the dealer or our or their respective affiliates to be adverse to your interests as an investor in the securities. If the dealer or any of its affiliates conduct hedging activities for us or our affiliate in connection with the securities and earns profits in connection with such hedging activities, such profit will be in addition to the underwriting compensation it receives for the sale of the securities to you. You should be aware that the potential to receive compensation both for hedging activities and sales may create a further incentive for the dealer to sell the securities to you.

§ No affiliation with the underlying fund issuers or their investment advisers. Neither the underlying fund issuers nor their respective investment advisers, as specified under “Information About the Underlying Funds”, are affiliates of ours nor are they involved with the securities in any way, and no such entity has any obligation to consider your interests in taking any corporate actions that might affect the value of, or any amounts payable on, the securities. We have obtained all information regarding the underlying funds from publicly available information and have not made any due diligence inquiry with respect to any underlying fund.

§ We may engage in business with or involving one or more underlying fund issuers or investment advisers without regard to your interests. We or our affiliates may presently or from time to time engage in business with the underlying fund issuers or investment advisers without regard to your interests and thus may acquire non-public information about the underlying funds. Neither we nor any of our affiliates undertakes to disclose any such information to you.

§ Potential UBS impact on an underlying fund. Trading or transactions by UBS or its affiliates in an underlying fund, listed and/or over the counter options, futures, exchange-traded funds or other instruments with return linked to the performance of that underlying fund, may adversely affect the market price(s) or level(s) of that underlying fund on any date of determination and, therefore, the market value of the securities and any payment on the securities.

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§ Potentially inconsistent research, opinions or recommendations by UBS. UBS and its affiliates publish research from time to time on financial markets and other matters that may influence the value of the securities, or express opinions or provide recommendations that are inconsistent with purchasing or holding the securities. Any research, opinions or recommendations expressed by UBS or its affiliates may not be consistent with each other and may be modified from time to time without notice. Investors should make their own independent investigation of the merits of investing in the securities and the underlying funds to which the securities are linked.

§ The securities are not bank deposits. An investment in the securities carries risks which are very different from the risk profile of a bank deposit placed with UBS or its affiliates. The securities have different yield and/or return, liquidity and risk profiles and would not benefit from any protection provided to deposits.

§ If UBS experiences financial difficulties, FINMA has the power to open restructuring or liquidation proceedings in respect of, and/or impose protective measures in relation to, UBS, which proceedings or measures may have a material adverse effect on the terms and market value of the securities and/or the ability of UBS to make payments thereunder. The Swiss Financial Market Supervisory Authority (“FINMA”) has broad statutory powers to take measures and actions in relation to UBS if (i) it concludes that there is justified concern that UBS is over-indebted or has serious liquidity problems or (ii) UBS fails to fulfill the applicable capital adequacy requirements (whether on a standalone or consolidated basis) after expiry of a deadline set by FINMA. If one of these pre-requisites is met, FINMA is authorized to open restructuring proceedings or liquidation (bankruptcy) proceedings in respect of, and/or impose protective measures in relation to, UBS. The Swiss Banking Act grants significant discretion to FINMA in connection with the aforementioned proceedings and measures. In particular, a broad variety of protective measures may be imposed by FINMA, including a bank moratorium or a maturity postponement, which measures may be ordered by FINMA either on a stand-alone basis or in connection with restructuring or liquidation proceedings. The resolution regime of the Swiss Banking Act is further detailed in the FINMA Banking Insolvency Ordinance (“BIO-FINMA”). In a restructuring proceeding, FINMA, as resolution authority, is competent to approve the resolution plan. The resolution plan may, among other things, provide for (a) the transfer of all or a portion of UBS’ assets, debts, other liabilities and contracts (which may or may not include the contractual relationship between UBS and the holders of securities) to another entity, (b) a stay (for a maximum of two business days) on the termination of contracts to which UBS is a party, and/or the exercise of (w) rights to terminate, (x) netting rights, (y) rights to enforce or dispose of collateral or (z) rights to transfer claims, liabilities or collateral under contracts to which UBS is a party, (c) the conversion of UBS’ debt and/or other obligations, including its obligations under the securities, into equity (a “debt-to-equity” swap), and/or (d) the partial or full write-off of obligations owed by UBS (a “write-off”), including its obligations under the securities. The BIO-FINMA provides that a debt-to-equity swap and/or a write-off of debt and other obligations (including the securities) may only take place after (i) all debt instruments issued by UBS qualifying as additional tier 1 capital or tier 2 capital have been converted into equity or written-off, as applicable, and (ii) the existing equity of UBS has been fully cancelled. While the BIO-FINMA does not expressly address the order in which a write-off of debt instruments other than debt instruments qualifying as additional tier 1 capital or tier 2 capital should occur, it states that debt-to-equity swaps should occur in the following order: first, all subordinated claims not qualifying as regulatory capital; second, all other claims not excluded by law from a debt-to-equity swap (other than deposits); and third, deposits (in excess of the amount privileged by law). However, given the broad discretion granted to FINMA as the resolution authority, any restructuring plan in respect of UBS could provide that the claims under or in connection with the securities will be partially or fully converted into equity or written-off, while preserving other obligations of UBS that rank pari passu with, or even junior to, UBS’ obligations under the securities. Consequently, holders of securities may lose all or some of their investment in the securities. In the case of restructuring proceedings with respect to a systemically important Swiss bank (such as UBS), the creditors whose claims are affected by the restructuring plan will not have a right to vote on, reject, or seek the suspension of the restructuring plan. In addition, if a restructuring plan has been approved by FINMA, the rights of a creditor to seek judicial review of the restructuring plan (e.g., on the grounds that the plan would unduly prejudice the rights of holders of securities or otherwise be in violation of the Swiss Banking Act) are very limited. In particular, a court may not suspend the implementation of the restructuring plan. Furthermore, even if a creditor successfully challenges the restructuring plan, the court can only require the relevant creditor to be compensated ex post and there is currently no guidance as to on what basis such compensation would be calculated or how it would be funded.

§ Uncertain tax treatment. Significant aspects of the tax treatment of the securities are uncertain. You should consult your tax advisor about your tax situation. See “Tax Considerations” herein and “Material U.S. Federal Income Tax Consequences”, including the section “— Securities Treated as Prepaid Derivatives or Prepaid Forwards with Associated Contingent Coupons”, in the accompanying product supplement.

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Trigger Callable Contingent Yield Securities due on or about June 5, 2025
$• Based on the worst performing of the shares of the iShares ® MSCI EAFE ETF, the shares of the iShares ® Russell 2000 ETF and the shares of the SPDR ® S&P 500 ® ETF Trust

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Information about the Underlying Funds

All disclosures contained in this document regarding each underlying fund for the securities are derived from publicly available information. UBS has not conducted any independent review or due diligence of any publicly available information with respect to any underlying fund. You should make your own investigation into each underlying fund.

Included on the following pages is a brief description of each underlying fund. This information has been obtained from publicly available sources. Set forth below is a table that provides the quarterly closing high and quarterly closing low for each underlying fund. The information given below is for the specified calendar quarters. We obtained the closing price information set forth below from Bloomberg Professional ® service (“Bloomberg”) without independent verification. You should not take the historical prices of the underlying funds as an indication of future performance.

iShares ® MSCI EAFE ETF

We have derived all information contained herein regarding the iShares ® MSCI EAFE ETF (the “EFA Fund”) from publicly available information. Such information reflects the policies of, and is subject to changes by BlackRock Fund Advisors (“BFA”), the investment advisor of the EFA Fund. UBS has not undertaken an independent review or due diligence of any publicly available information regarding the EFA Fund.

The EFA Fund is one of the separate investment portfolios that constitute iShares Trust. The EFA Fund seeks investment results that correspond generally to the price and yield performance, before fees and expenses, of the MSCI EAFE ® IndexSM (the “target index”). The EFA Fund will generally invest at least 90% of its assets in the securities of the target index and depositary receipts representing the securities of the target index. The EFA Fund also may invest the remainder of its assets in certain futures, options and swap contracts, cash and cash equivalents, including money market funds advised by BFA or its affiliates, as well as in securities not included in the target index, but which BFA believes will help the EFA Fund track the target index.

BFA uses a representative sampling strategy to manage the EFA Fund. Representative sampling is an indexing strategy that involves investing in a representative sample of the securities included in the target index that collectively has an investment profile similar to such target index. The securities selected are expected to have, in the aggregate, investment characteristics (based on market capitalization and industry weightings), fundamental characteristics (such as return variability and yield), and liquidity measures similar to those of the target index. The EFA Fund may or may not hold all of the securities that are included in the target index.

The target index was developed by MSCI Inc. (“MSCI”) and is calculated, maintained and published by MSCI. MSCI is under no obligation to continue to publish, and may discontinue or suspend the publication of the target index at any time. The target index has been developed by MSCI as an equity benchmark for its international stock performance.

As of December 31, 2019, ordinary operating expenses of the EFA Fund are expected to accrue at an annual rate of 0.32% of the EFA Fund’s average daily net asset value. Expenses of the EFA Fund reduce the net value of the assets held by the EFA Fund and, therefore, reduce the value of the shares of EFA Fund.

As of December 31, 2019, the top 10 constituent issuer holdings (by percentage) of the EFA Fund are Nestle SA (2.15%), Roche Holding AG (1.52%), Novartis AG (1.36%), Toyota Motor Corporation (1.08%), HSBC Holdings PLC (1.06%), SAP SE (0.89%), Total SA (0.88%), Astrazeneca PLC (0.88%), LVMH Moet Hennessy Louis Vuitton SE (0.86%) and BP PLC (0.05%).

As of December 31, 2019, the EFA Fund’s holding weightings by country (by percentage) are Japan (24.39%), United Kingdom (16.36%), France (11.%), Switzerland (9.28%), Germany (8.61%), Australia (6.76%), Netherlands (3.95%), Hong Kong (3.46%), Spain (2.82%), Sweden (2.67%) and Other (10.34%). The weighting percentages may not sum to 100% due to rounding.

As of December 31, 2019, the EFA Fund’s holding weightings by sector (by percentage) are Financials (18.45%), Industrials (14.92%), Health Care (12.09%), Consumer Discretionary (11.50%), Consumer Staples (11.19%), Materials (7.08%), Information Technology (7.02%), Communication (5.15%), Energy (4.83%), Utilities (3.70%), Real Estate (3.48%) and Cash and/or Derivatives (0.58%).

Information filed by iShares Trust with the SEC can be found by reference to its SEC file numbers: 333-92935 and 811-09729.

Shares of the EFA Fund are listed on the NYSE Arca under ticker symbol “EFA.”

Information from outside sources is not incorporated by reference in, and should not be considered part of, this document or any document incorporated herein by reference. UBS has not conducted any independent review or due diligence of any publicly available information with respect to the EFA Fund.

Information as of market close on February 26, 2020:

Bloomberg Ticker Symbol:	EFA	52 Week High (on January 17, 2020):	$70.38
Current Price:	$64.53	52 Week Low (on August 14, 2019):	$61.30
52 Weeks Ago (on February 26, 2019):	$64.62

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Historical Information

The table below sets forth the published high and low closing prices, as well as end-of-quarter closing price, of the underlying fund for the period specified. The closing price of the underlying fund on February 26, 2020 was $64.53. The associated graph shows the closing prices of the underlying fund for each trading day from January 1, 2010 to February 26, 2020. The dotted lines represent its hypothetical coupon barrier of $45.17 and its hypothetical trigger level of $38.72, which are equal to 70% and 60%, respectively, of its closing price on February 26, 2020. Its actual coupon barrier and trigger level will be set on the trade date. UBS has not conducted any independent review or due diligence of publicly available information obtained from Bloomberg. The historical performance of the underlying fund should not be taken as an indication of its future performance, and no assurance can be given as to the closing price of the underlying fund at any time, including on any coupon observation date or the trigger observation date.

iShares ® MSCI EAFE ETF	High	Low	Period End
2016
First Quarter	$57.80	$51.38	$57.13
Second Quarter	$59.87	$52.64	$55.81
Third Quarter	$59.86	$54.44	$59.13
Fourth Quarter	$59.20	$56.20	$57.73
2017
First Quarter	$62.60	$58.09	$62.29
Second Quarter	$67.22	$61.44	$65.20
Third Quarter	$68.48	$64.83	$68.48
Fourth Quarter	$70.80	$68.42	$70.31
2018
First Quarter	$75.25	$67.94	$69.68
Second Quarter	$71.90	$66.35	$66.97
Third Quarter	$68.98	$65.43	$67.99
Fourth Quarter	$68.07	$56.89	$58.78
2019
First Quarter	$65.61	$58.13	$64.86
Second Quarter	$66.99	$63.40	$65.73
Third Quarter	$66.68	$61.30	$65.21
Fourth Quarter	$69.66	$63.25	$69.44
2020
First Quarter (through February 26, 2020)	$70.38	$64.45	$64.53

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Trigger Callable Contingent Yield Securities due on or about June 5, 2025
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iShares ® Russell 2000 ETF

We have derived all information contained herein regarding the iShares ® Russell 2000 ETF (the “IWM Fund”) from publicly available information. Such information reflects the policies of, and is subject to changes by, BlackRock Fund Advisors (“BFA” or its “Investment Adviser”). UBS has not undertaken an independent review or due diligence of any publicly available information with respect to the IWM Fund.

The IWM Fund is one of the investment portfolios that constitute the iShares Trust. The IWM Fund seeks investment results that correspond generally to the price and yield performance, before fees and expenses of the Russell 2000 Index (the “Russell 2000”). The Russell 2000 measures the performance of the small-capitalization sector of the U.S. equity market and is provided by Russell Investment Group, an organization that is independent of the IWM Fund and BFA. The Russell Investment Group is under no obligation to continue to publish, and may discontinue or suspend the publication of the Russell 2000 at any time.

The Russell 2000 is a float-adjusted capitalization-weighted index of equity securities issued by the approximately 2,000 smallest issuers in the Russell 3000 Index. The IWM Fund invests in a representative sample of securities included in the Russell 2000 that collectively has an investment profile similar to the Russell 2000. The securities selected are expected to have, in the aggregate, investment characteristics (based on factors such as market capitalization and industry weightings), fundamental characteristics (such as return variability and yield), and liquidity measures similar to those of the Russell 2000. Due to the use of representative sampling, the IWM Fund may or may not hold all of the securities that are included in the Russell 2000.

As of December 31, 2019, ordinary operating expenses of the IWM Fund are expected to accrue at an annual rate of 0.19% of the IWM Fund’s average daily net asset value. Expenses of the IWM Fund reduce the net asset value of the assets held by the IWM Fund and, therefore, reduce the value of the shares of the IWM Fund.

As of December 31, 2019, the IWM Fund held stocks of U.S. companies in the following industry sectors: Health Care (18.16%), Financials (17.54%), Industrials (15.79%), Information Technology (13.52%), Consumer Discretionary (10.85%), Real Estate (7.78%), Materials (3.89%), Utilities (3.67%), Energy (3.18%), Consumer Staples (3.01%), Communication (2.30%) and Other (0.32%).

In making your investment decision you should review the prospectus related to the IWM Fund filed by BlackRock Fund Advisors.

We have not undertaken an independent review or due diligence of any publicly available information regarding the IWM Fund, and such information is not incorporated by reference in, and should not be considered part of, this document or any document incorporated herein by reference.

Shares of the IWM Fund are listed on the NYSE Arca under ticker symbol “IWM.”

Information filed by iShares Trust with the SEC can be found by reference to its SEC file numbers: 333-92935 and 811-09729 or its CIK Code 0001100663.

Information from outside sources is not incorporated by reference in, and should not be considered part of, this document or any document incorporated herein by reference. UBS has not conducted any independent review or due diligence of any publicly available information with respect to the IWM Fund.

Information as of market close on February 26, 2020:

Bloomberg Ticker Symbol:	IWM	52 Week High (on January 16, 2020):	$169.53
Current Price:	$154.50	52 Week Low (on August 27, 2019):	$144.85
52 Weeks Ago (on February 26, 2019):	$157.10

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Historical Information

The table below sets forth the published high and low closing prices, as well as end-of-quarter closing price, of the underlying fund for the period specified. The closing price of the underlying fund on February 26, 2020 was $154.50. The associated graph shows the closing prices of the underlying fund for each trading day from January 1, 2010 to February 26, 2020. The dotted lines represent its hypothetical coupon barrier of $108.15 and its hypothetical trigger level of $92.70, which are equal to 70% and 60%, respectively, of its closing price on February 26, 2020. Its actual coupon barrier and trigger level will be set on the trade date. UBS has not conducted any independent review or due diligence of publicly available information obtained from Bloomberg. The historical performance of the underlying fund should not be taken as an indication of its future performance, and no assurance can be given as to the closing price of the underlying fund at any time, including on any coupon observation date or the trigger observation date.

iShares ® Russell 2000 ETF	High	Low	Period End
2016
First Quarter	$110.62	$94.80	$110.62
Second Quarter	$118.43	$108.69	$114.97
Third Quarter	$125.70	$113.69	$124.21
Fourth Quarter	$138.31	$115.00	$134.85
2017
First Quarter	$140.36	$133.75	$137.48
Second Quarter	$142.10	$133.72	$140.92
Third Quarter	$148.18	$134.83	$148.18
Fourth Quarter	$154.30	$145.63	$152.46
2018
First Quarter	$159.96	$145.44	$151.83
Second Quarter	$169.97	$148.13	$163.77
Third Quarter	$173.02	$164.20	$168.55
Fourth Quarter	$166.33	$125.88	$133.90
2019
First Quarter	$158.24	$132.25	$153.09
Second Quarter	$160.71	$145.86	$155.50
Third Quarter	$157.90	$144.85	$151.34
Fourth Quarter	$166.68	$146.46	$165.67
2020
First Quarter (through February 26, 2020)	$169.53	$154.50	$154.50

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The SPDR ® S&P 500 ® ETF Trust

We have derived all information contained herein regarding the SPDR ® S&P 500 ® ETF Trust (the “SPY Fund”) from publicly available information. Such information reflects the policies of, and is subject to change by, PDR Services LLC, the sponsor of the SPY Fund or State Street Global Advisors Trust Company as trustee of the SPY Fund (the “Trustee”). UBS has not undertaken an independent review or due diligence of any publicly available information regarding the SPY Fund.

The SPY Fund is a unit investment trust that issues securities called “trust units” or “units” of the SPY Fund (the “SPDRs”), each of which represents a fractional undivided ownership interest in the SPY Fund. The SPY Fund is designed to generally correspond to the price and yield performance, before fees and expenses, of the S&P 500 ® Index (its “target index”). The Trustee on a nondiscretionary basis adjusts the composition of the portfolio of stocks held by the SPY Fund to conform to changes in the composition and/or weighting structure of the target index. Although the SPY Fund may at any time fail to own certain securities included within the target index, the SPY Fund will be substantially invested in the constituent stocks of the target index.

The target index was developed by Standard & Poor’s Financial Services LLC, a subsidiary of The McGraw-Hill Companies, Inc. (“S&P”) and is calculated, maintained and published by S&P. S&P is under no obligation to continue to publish, and may discontinue or suspend the publication of the target index at any time. The target index is composed of the selected stocks of five-hundred (500) United States companies, all of which are listed on national stock exchanges and spans over 25 separate industry groups. Since 1968, the target index has been a component of the U.S. Commerce Department’s list of Leading Indicators that track key sectors of the U.S. economy.

As of December 31, 2019, ordinary operating expenses of the SPY Fund are expected to accrue at an annual rate of 0.0945% of the SPY

Fund’s daily net asset value. Expenses of the SPY Fund reduce the net value of the assets held by the SPY Fund and, therefore, reduce the value of each unit of the SPY Fund.

As of December 31, 2019, the SPY Fund’s top holdings were stocks of U.S. companies in the following industry sectors: Information Technology (23.20%), Health Care (14.20%), Financials (12.96%), Communication Services (10.39%), Consumer Discretionary (9.77%), Industrials (9.48%), Consumer Staples (7.43%), Energy (5.43%), Utilities (3.33%) and Real Estate (3.09%).

In making your investment decision you should review the prospectus related to the SPY Fund. Shares of the SPY Fund are listed on the NYSE Arca under ticker symbol “SPY.”

Information from outside sources is not incorporated by reference in, and should not be considered part of, this document or any document incorporated herein by reference. UBS has not conducted any independent review or due diligence of any publicly available information with respect to the SPY Fund.

Information as of market close on February 26, 2020:

Bloomberg Ticker Symbol:	SPY	52 Week High (on February 19, 2020):	$338.34
Current Price:	$311.50	52 Week Low (on March 8, 2019):	$274.46
52 Weeks Ago (on February 26, 2019):	$279.32

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Historical Information

The table below sets forth the published high and low closing prices, as well as end-of-quarter closing price, of the underlying fund for the period specified. The closing price of the underlying fund on February 26, 2020 was $311.50. The associated graph shows the closing prices of the underlying fund for each trading day from January 1, 2010 to February 26, 2020. The dotted lines represent its hypothetical coupon barrier of $218.05 and its hypothetical trigger level of $186.90, which are equal to 60% and 70%, respectively, of its closing price on February 26, 2020. Its actual coupon barrier and trigger level will be set on the trade date. UBS has not conducted any independent review or due diligence of publicly available information obtained from Bloomberg. The historical performance of the underlying fund should not be taken as an indication of its future performance, and no assurance can be given as to the closing price of the underlying fund at any time, including on any coupon observation date or the trigger observation date.

SPDR ® S&P 500 ® ETF Trust	High	Low	Period End
2016
First Quarter	$206.10	$183.03	$205.56
Second Quarter	$212.39	$199.53	$209.53
Third Quarter	$219.09	$208.39	$216.30
Fourth Quarter	$227.76	$208.55	$223.53
2017
First Quarter	$239.78	$225.24	$235.74
Second Quarter	$244.66	$232.51	$241.80
Third Quarter	$251.23	$240.55	$251.23
Fourth Quarter	$268.20	$252.32	$266.86
2018
First Quarter	$286.58	$257.63	$263.15
Second Quarter	$278.92	$257.47	$271.28
Third Quarter	$293.58	$270.90	$290.72
Fourth Quarter	$291.73	$234.34	$249.92
2019
First Quarter	$284.73	$244.21	$282.48
Second Quarter	$295.86	$274.57	$293.00
Third Quarter	$302.01	$283.82	$296.77
Fourth Quarter	$322.94	$288.06	$321.86
2020
First Quarter (through February 26, 2020)	$338.34	$311.50	$311.50

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Trigger Callable Contingent Yield Securities due on or about June 5, 2025
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Correlation of the Underlying Funds

The graph below illustrates the daily performance of shares of the iShares ® MSCI EAFE ETF, the shares of the iShares ® Russell 2000 ETF and the shares of the SPDR ® S&P 500 ® ETF Trust from January 1, 2010 through February 26, 2020. For comparison purposes, each underlying fund has been normalized to have a closing price of 100.00 on January 1, 2010 by dividing the closing price of that underlying fund on each trading day by the closing price of that underlying fund on January 1, 2010 and multiplying by 100.00. We obtained the closing prices used to determine the normalized closing prices set forth below from Bloomberg, without independent verification.

The closer the relationship of the daily returns of the underlying funds over a given period, the more positively correlated those underlying funds are. The lower (or more negative) the correlation among the underlying funds, the less likely it is that those underlying funds will move in the same direction and therefore, the greater the potential for the closing price of one of those underlying funds to be less than its coupon barrier on a coupon observation date or less than its trigger level on the trigger observation date, as applicable. This is because the less positively correlated the underlying funds are, the greater the likelihood that at least one of the underlying funds will decrease in value. However, even if the underlying funds have a higher positive correlation, one or more of the underlying funds may be less than its coupon barrier or trigger level on the trigger observation date, respectively, as the underlying funds may decrease in value together. See “Risk Factors — Greater expected volatility with respect to, and lower expected correlation among, the underlying funds generally reflects a higher contingent coupon rate and a higher expectation as of the trade date that the closing price of any of the underlying funds could be less than its trigger level on the trigger observation date of the securities”, “— You are exposed to the market risk of each underlying fund” and “— Because the securities are linked to the worst performing underlying fund, you are exposed to a greater risk of receiving no contingent coupons and losing a significant portion or all of your initial investment at maturity than if the securities were linked to a single underlying fund or fewer underlying funds” herein.

Past performance of the underlying funds is not indicative of the future performance of the underlying funds.

This document relates only to the securities offered hereby and does not relate to the underlying funds or other securities linked to the underlying funds. We have derived all disclosures contained in this document regarding the underlying funds from the publicly available documents described in the preceding paragraphs. In connection with the offering of the securities, neither we nor the agent has participated in the preparation of such documents or made any due diligence inquiry with respect to the underlying funds.

Neither the issuer nor any of its affiliates makes any representation to you as to the performance of the underlying funds.

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Additional Information about the Securities

Please read this information in conjunction with the summary terms on the front cover of this document.

Additional Provisions:
Record date:	The record date for each coupon
payment date shall be the business day prior to such scheduled coupon payment date; provided , however , that any
contingent coupon payable at maturity or upon issuer call shall be payable to the person to whom the payment at maturity or
issuer call amount, as the case may be, shall be payable.
Trustee:	U.S. Bank Trust National
Association
Calculation agent:	UBS Securities LLC
Tax considerations:	The U.S. federal income tax
consequences of your investment in the securities are uncertain. There are no statutory provisions, regulations, published
rulings or judicial decisions addressing the characterization for U.S. federal income tax purposes of securities with terms that
are substantially the same as the securities. Some of these tax consequences are summarized below, but we urge you to read the
more detailed discussion in “Material U.S. Federal Income Tax Consequences”, including the section “—
Securities Treated as Prepaid Derivatives or Prepaid Forwards with Associated Contingent Coupon” in the accompanying
product supplement and to discuss the tax consequences of your particular situation with your tax advisor. This discussion is
based upon the Internal Revenue Code of 1986, as amended (the “Code”), final, temporary and proposed U.S. Treasury
Department (the “Treasury”) regulations, rulings and decisions, in each case, as available and in effect as of the
date hereof, all of which are subject to change, possibly with retroactive effect. Tax consequences under state, local and
non-U.S. laws are not addressed herein. No ruling from the U.S. Internal Revenue Service (the “IRS”) has been sought
as to the U.S. federal income tax consequences of your investment in the securities, and the following discussion is not binding
on the IRS.
	U.S. Tax Treatment. Pursuant to the terms of the securities, UBS and you agree, in the absence of a statutory or regulatory change or an
administrative determination or judicial ruling to the contrary, to characterize the securities as prepaid derivative contracts
with respect to the underlying funds. If your securities are so treated, any contingent coupon that is paid by UBS (including on
the maturity date or call settlement date) should be included in your income as ordinary income in accordance with your regular
method of accounting for U.S. federal income tax purposes.
	In addition, excluding amounts
attributable to any contingent coupon, you should generally recognize gain or loss upon the taxable disposition of your
securities in an amount equal to the difference between the amount you receive at such time (other than amounts or proceeds
attributable to a contingent coupon or any amount attributable to any accrued but unpaid contingent coupon) and the amount you
paid for your securities. Subject to the “constructive ownership rules” of Section 1260 discussed below, such gain
or loss should generally be long-term capital gain or loss if you have held your securities for more than one year (otherwise
such gain or loss should be short-term capital gain or loss if held for one year or less). The deductibility of capital losses
is subject to limitations. Although uncertain, it is possible that proceeds received from the taxable disposition of your
securities prior to a coupon payment date, but that could be attributed to an expected contingent coupon, could be treated as
ordinary income. You should consult your tax advisor regarding this risk.
	Based on certain factual
representations received from us, our counsel, Cadwalader, Wickersham & Taft LLP, is of the opinion that it would be
reasonable to treat your securities in the manner described above. However, because there is no authority that specifically
addresses the tax treatment of the securities, it is possible that your securities could alternatively be treated for tax
purposes as a single contingent payment debt instrument, or pursuant to some other characterization, (including possible
treatment as a “constructive ownership” transaction under Section 1260 of the Code), such that the timing and
character of your income from the securities could differ materially and adversely from the treatment described above, as
described further under “Material U.S. Federal Income Tax Consequences”, including the section “—
Securities Treated as Prepaid Derivatives or Prepaid Forwards with Associated Contingent Coupon” in the accompanying
product supplement.
	Section 1260. Because the
underlying funds would be treated as “pass-thru entities” for purposes of Section 1260 of the Code, it is possible
that the securities could be treated as a constructive ownership transaction under Section 1260 of the Code. If the securities
were treated as a constructive ownership transaction, certain adverse U.S. federal income tax consequences could apply (i.e.,
all or a portion of any long-term capital gain that you recognize upon the taxable disposition of your securities could be
recharacterized as ordinary income and you could be subject to an interest charge on deferred tax liability with respect to such
recharacterized gain). We urge you to read the discussion concerning the possible treatment of the securities as a constructive
ownership transaction under “Material U.S. Federal Income Tax Consequences— Securities Treated as Prepaid
Derivatives or Prepaid Forwards”, in the accompanying product supplement.

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| Section 1297. We will not attempt to ascertain whether any underlying issuer would be treated as a “passive foreign investment
company” (a “PFIC”) within the meaning of Section 1297 of the Code. If any such entity were so treated,
certain adverse U.S. federal income tax consequences might apply, upon the taxable disposition of the relevant securities. U.S.
holders should consult their tax advisors regarding the possible consequences to them if any such entity is or becomes a
PFIC. |
| --- |
| Notice 2008-2. In 2007,
the IRS released a notice requesting comments on the U.S. federal income tax treatment of “prepaid forward
contracts” and similar instruments, which might include the securities. Notice 2008-2 focuses in particular on whether to
require holders of these instruments to accrue income over the term of their investment. It also asks for comments on a number
of related topics, including the character of income or loss with respect to these instruments and the relevance of factors such
as the nature of the underlying property to which the instruments are linked. While the notice requests comments on appropriate
transition rules and effective dates, any Treasury regulations or other guidance promulgated after consideration of these issues
could materially and adversely affect the tax consequences of an investment in the securities, possibly with retroactive effect.
Both U.S. and non-U.S. holders should consult their tax advisors regarding the U.S. federal income tax consequences of an
investment in the securities, including possible alternative treatments and the issues presented by this notice. |
| Medicare Tax on Net Investment
Income. U.S. holders that are individuals, estates, or certain trusts are subject to an additional 3.8% tax on all or a
portion of their “net investment income,” which may include any income or gain realized with respect to the
securities, to the extent of their net investment income that when added to their other modified adjusted gross income, exceeds
$200,000 for an unmarried individual, $250,000 for a married taxpayer filing a joint return (or a surviving spouse), $125,000
for a married individual filing a separate return or the dollar amount at which the highest tax bracket begins for an estate or
a trust. The 3.8% Medicare tax is determined in a different manner than the income tax. U.S. holders should consult their tax
advisors with respect to their consequences with respect to the 3.8% Medicare tax. |
| Specified Foreign Financial
Assets . U.S. holders may be subject to reporting obligations with respect to their securities if they do not hold their
securities in an account maintained by a financial institution and the aggregate value of their securities and certain other
“specified foreign financial assets” (applying certain attribution rules) exceeds an applicable threshold.
Significant penalties can apply if a U.S. holder is required to disclose its securities and fails to do so. |
| Non-U.S. Holders . The U.S.
federal income tax treatment of the contingent coupons is unclear. Subject to Section 871(m) of the Code and FATCA, as discussed
below, our counsel is of the opinion that contingent coupons paid to a non-U.S. holder that provides us (and/or the applicable
withholding agent) with a fully completed and validly executed applicable IRS Form W-8 should not be subject to U.S. withholding
tax and we do not intend to withhold any tax on contingent coupons. However, it is possible that the IRS could assert that such
payments are subject to U.S. withholding tax, or that another withholding agent may otherwise determine that withholding is
required, in which case the other withholding agent may withhold up to 30% on such payments (subject to reduction or elimination
of such withholding tax pursuant to an applicable income tax treaty). We will not pay any additional amounts in respect of such
withholding. Subject to Section 897 of the Code and Section 871(m) of the Code, discussed below, gain from the taxable
disposition of a security generally should not be subject to U.S. tax unless (i) such gain is effectively connected with a trade
or business conducted by the non-U.S. holder in the U.S., (ii) the non-U.S. holder is a non-resident alien individual and is
present in the U.S. for 183 days or more during the taxable year of such taxable disposition and certain other conditions are
satisfied or (iii) the non-U.S. holder has certain other present or former connections with the U.S. |
| Section 897 . We will not
attempt to ascertain whether any underlying issuer would be treated as a “United States real property holding
corporation” (“USRPHC”) within the meaning of Section 897 of the Code. We also have not attempted to determine
whether the securities should be treated as “United States real property interests” (“USRPI”) as defined
in Section 897 of the Code. If any such entity and the securities were so treated, certain adverse U.S. federal income tax
consequences could possibly apply, including subjecting any gain to a non-U.S. holder in respect of a security upon a taxable
disposition of the securities to the U.S. federal income tax on a net basis, and the proceeds from such a taxable disposition to
a 15% withholding tax. Non-U.S. holders should consult their tax advisors regarding the potential treatment of an underlying
issuer as a USRPHC and the securities as USRPI. |
| Section 871(m). A 30%
withholding tax (which may be reduced by an applicable income tax treaty) is imposed under Section 871(m) of the Code on certain
“dividend equivalents” paid or deemed paid to a non-U.S. holder with respect to a “specified equity-linked
instrument” that references one or more dividend-paying U.S. equity securities or indices containing U.S. equity
securities. The withholding tax can apply even if the instrument does not provide for payments that reference dividends.
Treasury regulations provide that the withholding tax applies to all dividend equivalents paid or deemed paid on specified
equity-linked instruments that have a delta of one (“delta-one specified equity-linked instruments”) issued after
2016 and to all dividend equivalents paid or deemed paid on all other specified equity-linked instruments issued
after 2018. However, the IRS has issued guidance that states that the Treasury and the IRS intend to amend the effective dates
of the Treasury regulations to provide that withholding on dividend equivalents paid or deemed paid will not apply to specified
equity-linked instruments that are not delta-one specified equity-linked instruments and are issued before January 1,
2023. |

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| | Based on our
determination that the securities are not “delta-one” with respect to any underlying fund, our counsel is of the
opinion that the securities should not be delta-one specified equity-linked instruments and thus should not be subject to
withholding on dividend equivalents. Our determination is not binding on the IRS, and the IRS may disagree with this
determination. Furthermore, the application of Section 871(m) of the Code will depend on our determinations made upon issuance
of the securities. If withholding is required, we will not make payments of any additional amounts. |
| --- | --- |
| | Nevertheless, after issuance, it
is possible that your securities could be deemed to be reissued for tax purposes upon the occurrence of certain events affecting
the underlying funds or your securities, and following such occurrence your securities could be treated as delta-one specified
equity-linked instruments that are subject to withholding on dividend equivalents. It is also possible that withholding tax or
other tax under Section 871(m) of the Code could apply to the securities under these rules if you enter, or have entered, into
certain other transactions in respect of the underlying funds or the securities. If you enter, or have entered, into other
transactions in respect of the underlying funds or the securities, you should consult your tax advisor regarding the application
of Section 871(m) of the Code to your securities in the context of your other transactions. |
| | Because of the uncertainty
regarding the application of the 30% withholding tax on dividend equivalents to the securities, you are urged to consult your
tax advisor regarding the potential application of Section 871(m) of the Code and the 30% withholding tax to an investment in
the securities. |
| | Foreign Account Tax Compliance
Act. Legislation commonly referred to as the Foreign Account Tax Compliance Act (“FATCA”) generally imposes a
withholding tax of 30% on payments to certain non-U.S. entities (including financial intermediaries) with respect to certain
financial instruments, unless various U.S. information reporting and due diligence requirements have been satisfied. An
intergovernmental agreement between the United States and the non-U.S. entity’s jurisdiction may modify these
requirements. This legislation generally applies to certain financial instruments that are treated as paying U.S.-source
interest or other U.S.-source “fixed or determinable annual or periodical” income (“FDAP income”).
Withholding (if applicable) applies to payments of U.S.-source FDAP income and to payments of gross proceeds of the disposition
(including upon retirement) of certain financial instruments treated as providing for U.S.-source interest or dividends. As the
treatment of the securities is unclear, it is possible that any contingent coupon payment with respect to the securities could
be subject to the FATCA rules. It is also possible in light of this uncertainty that an applicable withholding agent will treat
gross proceeds of a disposition (including upon retirement) of the securities as being subject to the FATCA rules. If
withholding applies to the securities, we will not be required to pay any additional amounts with respect to amounts withheld.
Both U.S. and non-U.S. holders should consult their tax advisors regarding the potential application of FATCA to the
securities. |
| | Proposed Legislation. In
2007, legislation was introduced in Congress that, if it had been enacted, would have required holders of securities similar to
the securities purchased after the bill was enacted to accrue interest income over the term of such securities despite the fact
that there may be no interest payments over the entire term of such securities. |
| | Furthermore, in 2013, the House
Ways and Means Committee released in draft form certain proposed legislation relating to financial instruments. If it had been
enacted, the effect of this legislation generally would have been to require instruments such as the securities to be marked to
market on an annual basis with all gains and losses to be treated as ordinary, subject to certain exceptions. |
| | It is not possible to predict
whether any similar or identical bills will be enacted in the future, or whether any such bill would affect the tax treatment of
your securities. You are urged to consult your tax advisor regarding the possible changes in law and their possible impact on
the tax treatment of your securities. |
| | Both U.S. and non-U.S. holders
are urged to consult their tax advisors concerning the application of U.S. federal income tax laws to their particular
situations, as well as any tax consequences of the purchase, beneficial ownership and disposition of the securities arising
under the laws of any state, local, non-U.S. or other taxing jurisdiction (including those of the underlying
issuers). |
| Use of proceeds and hedging: | We will use the net proceeds we
receive from the sale of the securities for the purposes we describe in the accompanying product supplement under
“Use of Proceeds.” We and/or our affiliates may also use those proceeds in transactions intended to hedge our
obligations under the securities as described below. |
| | In connection with the sale of the
securities, we and/or our affiliates may enter into hedging transactions involving the execution of long-term or short-term
interest rate swaps, futures and option transactions or purchases and sales of securities before, on and after the trade date of
the securities. From time to time, we and/or our affiliates may enter into additional hedging transactions or unwind those we
have entered into. |
| | We and/or our affiliates may
acquire a long or short position in securities similar to the securities from time to time and may, in our or their sole
discretion, hold or resell those securities. |
| | The hedging activity discussed
above may adversely affect the market value of the securities from time to time and the payment at maturity, if any. See
“Risk Factors” in this document for a discussion of these adverse effects. |

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| Supplemental information regarding plan of distribution (conflicts of interest); secondary markets (if any): | Pursuant to the terms
of a distribution agreement, UBS will agree to sell to UBS Securities LLC, and UBS Securities LLC will agree to purchase from
UBS, the stated principal amount of the securities specified on the front cover of this document at the price to public less a
fee of $18.50 per security. UBS Securities LLC will agree to resell all of the securities to Morgan Stanley Wealth Management
with an underwriting discount of $18.50 reflecting a fixed structuring fee of $1.90 and a fixed sales commission of $16.60 per
$1,000.00 stated principal amount of securities that Morgan Stanley Wealth Management sells. |
| --- | --- |
| | UBS, UBS Securities LLC or any
other affiliate of UBS may use this document, the accompanying product supplement and the accompanying prospectus in a
market-making transaction for any securities after their initial sale. In connection with the offering, UBS, UBS Securities LLC,
any other affiliate of UBS or any other securities dealers may distribute this document, the accompanying product supplement and
the accompanying prospectus electronically. Unless UBS or its agent informs the purchaser otherwise in the confirmation of sale,
this document, the accompanying product supplement and the accompanying prospectus are being used in a market-making
transaction. |
| | Conflicts of Interest. UBS Securities LLC is an affiliate of UBS and, as such, has a “conflict of interest” in this offering
within the meaning of Financial Industry Regulatory Authority, Inc. (“FINRA”) Rule 5121. In addition, UBS will
receive the net proceeds (excluding the underwriting discount) from the initial public offering of the securities and, thus
creates an additional conflict of interest within the meaning of FINRA Rule 5121. UBS Securities LLC is not permitted to sell
securities in this offering to an account over which it exercises discretionary authority without the prior specific written
approval of the account holder. |
| | UBS Securities LLC and its
affiliates may offer to buy or sell the securities in the secondary market (if any) at prices greater than UBS’ internal
valuation. The value of the securities at any time will vary based on many factors that cannot be predicted. However,
the price (not including UBS Securities LLC’s or any affiliate’s customary bid-ask spreads) at which UBS Securities
LLC or any affiliate would offer to buy or sell the securities immediately after the trade date in the secondary market is
expected to exceed the estimated initial value of the securities as determined by reference to our internal pricing models. The
amount of the excess will decline to zero on a straight line basis over a period ending no later than 6 weeks after the trade
date, provided that UBS Securities LLC may shorten the period based on various factors, including the magnitude of purchases and
other negotiated provisions with selling agents. Notwithstanding the foregoing, UBS Securities LLC and its affiliates intend,
but are not required, to make a market for the securities and may stop making a market at any time. For more information about
secondary market offers and the estimated initial value of the securities, see “Risk Factors — Fair value
considerations” and “— Limited or no secondary market and secondary market price considerations” in this
document. |
| Prohibition of sales to EEA retail investors: | The securities are not intended to
be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail
investor in the European Economic Area (“EEA”). For these purposes, a retail investor means a person who is one (or
more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU, as amended (“MiFID
II”); (ii) a customer within the meaning of Directive 2002/92/EC, as amended, where that customer would not qualify as a
professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in
Directive 2003/71/EC, as amended. Consequently no key information document required by Regulation (EU) No 1286/2014, as amended
(the “PRIIPs Regulation”), for offering or selling the securities or otherwise making them available to retail
investors in the EEA has been prepared and therefore offering or selling the securities or otherwise making them available to
any retail investor in the EEA may be unlawful under the PRIIPs Regulation. |

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You should rely only on the information incorporated by reference or provided in this preliminary pricing supplement, the accompanying product supplement or the accompanying prospectus. We have not authorized anyone to provide you with different information. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information in this preliminary pricing supplement is accurate as of any date other than the date on the front of the document.

TABLE OF CONTENTS
Preliminary Pricing Supplement
Summary Terms	1
Additional Information about UBS and the Securities	2
Investment Summary	3
Key Investment Rationale	4
Investor Suitability	5
How the Securities Work	7
Hypothetical Examples	8
Risk Factors	11
Information about the Underlying Funds	17
Additional Information about the Securities	27

Product Supplement
Product Supplement Summary	PS-1
Specific Terms of Each Security Will Be Described in the Applicable Supplements	PS-1
The Securities are Part of a Series	PS-1
Denomination	PS-2
Coupons	PS-2
Early Redemption	PS-3
Payment at Maturity for the Securities	PS-3
Defined Terms Relating to Payment on the Securities	PS-4
Valuation Dates	PS-5
Valuation Periods	PS-6
Payment Dates	PS-6
Closing Level	PS-7
Intraday Level	PS-7
What are the Tax Consequences of the Securities?	PS-8
Risk Factors	PS-9
General Terms of the Securities	PS-29
Use of Proceeds and Hedging	PS-52
Material U.S. Federal Income Tax Consequences	PS-53
Certain ERISA Considerations	PS-75
Supplemental Plan of Distribution (Conflicts of Interest)	PS-76

Prospectus
Introduction	1
Cautionary Note Regarding Forward-Looking Statements	3
Incorporation of Information About UBS AG	5
Where You Can Find More Information	6
Presentation of Financial Information	7
Limitations on Enforcement of U.S. Laws Against UBS, Its Management and Others	7
UBS	8
Swiss Regulatory Powers	11
Use of Proceeds	12
Description of Debt Securities We May Offer	13
Description of Warrants We May Offer	33
Legal Ownership and Book-Entry Issuance	48
Considerations Relating to Indexed Securities	53
Considerations Relating to Securities Denominated or Payable in or Linked to a Non-U.S. Dollar Currency	56
U.S. Tax Considerations	59
Tax Considerations Under the Laws of Switzerland	70
Benefit Plan Investor Considerations	72
Plan of Distribution	74
Conflicts of Interest	75
Validity of the Securities	76
Experts	76

$ n UBS AG Trigger Callable Contingent Yield Securities due on or about June 5, 2025

Preliminary Pricing Supplement dated February 28, 2020 (To Product Supplement dated October 31, 2018 and Prospectus dated October 31, 2018)

UBS Investment Bank UBS Securities LLC