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UBS AG — Capital/Financing Update 2014
Jul 30, 2014
35612_prs_2014-07-30_a67275da-a8c7-46d9-81d5-8fe5006e5861.zip
Capital/Financing Update
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Filed Pursuant to Rule 424(b)(2) Registration Statement No. 333-178960
CALCULATION OF REGISTRATION FEE
| Title of Each Class of Securities Offered | Maximum Aggregate Offering Price | Amount of Registration Fee (1) |
|---|---|---|
| Trigger Performance Securities linked to the performance of the Vanguard FTSE Emerging Markets ETF | ||
| due July 31, 2019 | $7,855,150.00 | $1,011.74 |
(1) Calculated in accordance with Rule 457(r) of the Securities Act of 1933.
PRICING SUPPLEMENT (To Prospectus dated January 11, 2012 and Product Supplement dated April 2, 2013)
UBS AG $7,855,150 Trigger Performance Securities
Linked to the performance of the Vanguard FTSE Emerging Markets ETF due July 31, 2019
Investment Description
UBS AG Trigger Performance Securities (the Securities) are unsubordinated, unsecured debt securities issued by UBS AG (UBS or the issuer) linked to the performance of the Vanguard FTSE Emerging Markets ETF (the underlying equity). At maturity, UBS will pay an amount in cash that is based on the direction and percentage change in the level of the underlying equity from the trade date to the final valuation date (the underlying return). If the underlying return is positive, UBS will repay your principal amount at maturity plus pay a return equal to the underlying return multiplied by the participation rate of 115.15%. If the underlying return is zero or negative and the closing price of the underlying equity on the final valuation date (the final price) is equal to or greater than the trigger price, UBS will repay the full principal amount at maturity. However, if the final price is less than the trigger price, UBS will repay less than the full principal amount at maturity, if anything, resulting in a loss on your investment that is proportionate to the negative underlying return. Investing in the Securities involves significant risks. The Securities do not pay interest. You may lose some or all of your principal amount. The contingent repayment of principal only applies if you hold the Securities to maturity. 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 your entire investment.
Features
q Participation in Positive Underlying Returns: If the underlying return is positive, UBS will repay your principal amount at maturity plus pay a return equal to the underlying return multiplied by the participation rate. If the underlying return is negative, investors may be exposed to the negative underlying return at maturity.
q Contingent Repayment of Principal at Maturity: If the underlying return is zero or negative and the final price is equal to or greater than the trigger price, UBS will repay your principal amount at maturity. However, if the final price is less than the trigger price, UBS will repay less than the full principal amount at maturity, if anything, resulting in a loss to investors that is proportionate to the negative underlying return. The contingent repayment of principal applies only if you hold the Securities to maturity. Any payment on the Securities, including any repayment of principal, is subject to the creditworthiness of UBS.
Key Dates
| Trade Date | July 28, 2014 |
|---|---|
| Settlement Date | July 31, 2014 |
| Final Valuation Date* | July 25, 2019 |
| Maturity Date* | July 31, 2019 |
- Subject to postponement in the event of a market disruption event, as described in the Trigger Performance Securities product supplement.
Notice to Investors: The Securities are significantly riskier than conventional debt instruments. The issuer is not necessarily obligated to repay the full principal amount of the Securities at maturity, and the Securities can have downside market risk similar to the underlying equity. This market risk is in addition to the credit risk inherent in purchasing a debt obligation of UBS. You should not purchase the Securities if you do not understand or are not comfortable with the significant risks involved in investing in the Securities.
You should carefully consider the risks described under Key Risks beginning on page 3 and under Risk Factors beginning on page PS-15 of the Trigger Performance Securities product supplement before purchasing any Securities. Events relating to any of those risks, or other risks and uncertainties, could adversely affect the market value of, and the return on your Securities. You may lose some or all of your investment in the Securities. The Securities will not be listed or displayed on any securities exchange or any electronic communications network.
Security Offering
These terms relate to Trigger Performance Securities linked to the Vanguard FTSE Emerging Markets ETF. The Securities are offered at a minimum investment of $1,000, or 100 Securities at $10.00 per Security, and integral multiples of $10.00 in excess thereof.
| Underlying Equity | Ticker | Participation Rate | Initial Price | Trigger Price | CUSIP | ISIN |
|---|---|---|---|---|---|---|
| Vanguard FTSE Emerging Markets ETF | VWO | 115.15% | $45.14 | $33.86, which is 75% of the Initial Price | 90273E316 | US90273E3163 |
The estimated initial value of the Securities as of the trade date is $9.102 for Securities linked to the shares of Vanguard FTSE Emerging Markets ETF. The estimated initial value of the Securities was determined as of the close of the relevant markets on the date of this pricing supplement 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 Key Risks Fair value considerations and Limited or no secondary market and secondary market price considerations on pages 3 and 4 of this pricing supplement.
See Additional Information about UBS and the Securities on page ii. The Securities will have the terms specified in the Trigger Performance Securities product supplement relating to the Securities, dated April 2, 2013, the accompanying prospectus and this pricing supplement.
Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the adequacy or accuracy of this pricing supplement, the Trigger Performance Securities 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.
| Offering of Securities | Issue Price to Public — Total | Per Security | Underwriting Discount — Total | Per Security | Proceeds to UBS AG — Total | Per Security |
|---|---|---|---|---|---|---|
| Securities linked to the performance of the Vanguard FTSE Emerging Markets ETF | $7,855,150.00 | $10.00 | $274,930.25 | $0.35 | $7,580,219.75 | $9.65 |
| UBS Financial Services Inc. |
|---|
| Pricing Supplement dated July 28, 2014 |
Additional Information about UBS and the Securities
UBS has filed a registration statement (including a prospectus, as supplemented by a product supplement for the securities we may offer, including the Securities), with the Securities and Exchange Commission, or SEC, for the offering to which this pricing supplement relates. Before you invest, 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 without cost by visiting EDGAR on the SEC website at www.sec.gov. Our Central Index Key, or CIK, on the SEC website is 0001114446. Alternatively, UBS will arrange to send you the prospectus and the Trigger Performance Securities product supplement if you so request by calling toll-free 877-387-2275.
You may access these documents on the SEC website at www.sec.gov as follows:
¨ Product supplement for Trigger Performance Securities dated April 2, 2013:
http://www.sec.gov/Archives/edgar/data/1114446/000119312513138851/d511893d424b2.htm
¨ Prospectus dated January 11, 2012:
http://www.sec.gov/Archives/edgar/data/1114446/000119312512008669/d279364d424b3.htm
References to UBS, we, our and us refer only to UBS AG and not to its consolidated subsidiaries. In this pricing supplement, Securities refer to the Trigger Performance Securities that are offered hereby, unless the context otherwise requires. Also, references to the Trigger Performance Securities product supplement mean the UBS product supplement, dated April 2, 2013 and references to accompanying prospectus mean the UBS prospectus titled Debt Securities and Warrants, dated January 11, 2012.
This pricing supplement, together with the documents listed above, contains the terms of the Securities and supersedes all other prior or contemporaneous oral statements as well as any other written materials including pricing terms, correspondence, trade ideas, structures for implementation, sample structures, brochures or other educational materials of ours. You should carefully consider, among other things, the matters set forth in Key Risks beginning on page 3 and in Risk Factors in the accompanying product supplement, as the Securities involve risks not associated with conventional debt securities. We urge you to consult your investment, legal, tax, accounting and other advisors before deciding to invest in the Securities.
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.
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Investor Suitability
The Securities may be suitable for you if:
¨ You fully understand the risks inherent in an investment in the Securities, including the risk of loss of your entire initial investment.
¨ You can tolerate a loss of all or a substantial portion of your investment and are willing to make an investment that may have the same downside market risk as the underlying equity.
¨ You believe the underlying equity will appreciate over the term of the Securities.
¨ You are willing to invest in the Securities based on the participation rate indicated on the cover hereof.
¨ 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 price of the underlying equity.
¨ You do not seek current income from your investment and are willing to forgo any dividends paid on the underlying equity.
¨ You are willing to hold the Securities to maturity and accept that there may be little or no secondary market for the Securities.
¨ You seek an investment with exposure to companies in emerging markets.
¨ 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 inherent in an investment in the Securities, including the risk of loss of your entire initial investment.
¨ You require an investment designed to provide a full return of principal at maturity.
¨ You cannot tolerate a loss of all or a substantial portion of your investment and are unwilling to make an investment that may have the same downside market risk as the underlying equity.
¨ You believe that the price of the underlying equity will decline during the term of the Securities and is likely to be less than the trigger price on the final valuation date.
¨ You are unwilling to invest in the Securities based on the participation rate indicated on the cover hereof.
¨ 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 price of the underlying equity.
¨ You seek current income from this investment or prefer to receive the dividends paid on the underlying equity.
¨ You are unable or unwilling to hold the Securities to maturity or you seek an investment for which there will be an active secondary market.
¨ You do not seek an investment with exposure to companies in emerging markets.
¨ You are not willing to assume the credit risk of UBS for all payments under the Securities, including any repayment of principal
The investor suitability considerations identified above are not exhaustive. Whether or not the Securities are a suitable investment for you will depend on your individual circumstances and you should reach an investment decision only after you and your investment, legal, tax, accounting and other advisors have carefully considered the suitability of an investment in the Securities in light of your particular circumstances. You should also review Key Risks beginning on page 3 of this pricing supplement and the more detailed Risk Factors beginning on PS-15 of the Trigger Performance Securities product supplement for risks related to an investment in the Securities.
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Final Terms
| Issuer | UBS AG, London Branch |
|---|---|
| Principal Amount | $10.00 per Security (subject to a minimum investment of 100 Securities) |
| Term | Approximately 5 years. |
| Underlying Equity | Vanguard FTSE Emerging Markets ETF |
| Participation Rate | 115.15%. |
| Payment at Maturity (per Security) | If the underlying return is positive, UBS will pay you an amount in cash equal to: $10 + ($10 × Underlying Return × Participation Rate) If the underlying return is zero or negative and the final price is equal to or |
| greater than the trigger price , UBS will pay you an amount in cash equal to your principal amount, or $10 per Security. If the final price is less than the trigger price, UBS will pay you an amount that is less than your principal amount, if anything, resulting in a loss on | |
| your investment that is proportionate to the negative underlying return: $10 + ($10 × Underlying Return) | |
| Underlying Return | Final Price Initial Price Initial Price |
| Initial Price | $45.14, which is the closing price of the underlying equity on the trade date. |
| Final Price | The closing price of the underlying equity on the final valuation date. |
| Trigger Price | $33.86, which is 75% of the initial price. |
Investment Timeline
| Trade Date | The initial price is observed. The participation rate is set. |
|---|---|
| ● | |
| Maturity Date | If the underlying return is positive, UBS will pay you a cash payment at maturity equal to: $10 + ($10 × Underlying Return × |
| Participation Rate) If the underlying return is zero or negative and the final | |
| price is equal to or greater than the trigger price, UBS will pay you a cash payment equal to your principal amount, or $10 per Security. If the underlying return is negative and the final price is less than the trigger price, UBS will pay you a cash payment at maturity that is less than your | |
| principal amount, if anything, equal to: $10 + | |
| ($10 × Underlying Return). In such scenario, you will suffer a | |
| loss on your initial investment in an amount that is proportionate to the negative underlying return. |
Investing in the Securities involves significant risks. You may lose some or all of your initial investment. 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 your entire investment.
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Key Risks
An investment in the Securities involves significant risks. Some of the risks that apply to the Securities are summarized here, but we urge you to read the more detailed explanation of risks relating to the Securities generally in the Risk Factors section of the Trigger Performance Securities product supplement. We also urge you to consult your investment, legal, tax, accounting and other advisors before you invest in the Securities.
¨ Risk of loss The Securities differ from ordinary debt securities in that the issuer will not necessarily repay the full principal amount of the Securities. If the underlying return is negative, UBS will repay you the principal amount of your Securities in cash only if the final price is equal to or greater than the trigger price and will only make such payment at maturity. If the final price is less than the trigger price, you will lose some or all of your initial investment in an amount proportionate to the decline in the price of the underlying equity from the trade date to the final valuation date.
¨ The contingent repayment of principal applies only at 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 the underlying equity is equal to or greater than the trigger price.
¨ The participation rate applies only at 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, the price you receive will likely not reflect the full economic value of the participation rate or the Securities themselves and the return you realize may be less than the underlying return even if such return is positive. You can receive the full benefit of the participation rate only if you hold your Securities to maturity.
¨ No interest payments UBS will not pay any interest with respect to the Securities.
¨ Credit risk of UBS The Securities are unsubordinated, unsecured debt obligations of the issuer, 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, the actual and perceived creditworthiness of UBS may affect the market value of the Securities and, in the event 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 your entire initial investment.
¨ Market risk The price of the underlying equity can rise or fall sharply due to factors specific to that underlying equity or the securities constituting the assets of the underlying equity (the underlying constituents). These factors may include price volatility, earnings, financial conditions, corporate, industry and regulatory developments, management changes and decisions and other events, as well as general market factors, such as general market volatility and levels, interest rates and economic and political conditions. We urge you to review financial and other information filed periodically by the underlying equity with the SEC.
¨ Fair value considerations.
¨ The issue price you pay for the Securities exceeds their estimated initial value The issue price you pay for the Securities exceeds 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 have determined the estimated initial value of the Securities by reference to our internal pricing models and it is set forth in this pricing supplement. The pricing models used to determine the estimated initial value of the Securities incorporate certain variables, including the price, volatility and expected dividends on the underlying equity and underlying constituents, 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 is less than the issue price you pay for the Securities.
¨ 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.
¨ 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.
¨ 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 may make a market in the Securities, although they are not required to do so and may
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stop making a market at any time. 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.
¨ 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 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 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 Financial Services Inc. and UBS Securities LLC reflect this temporary positive differential on their customer statements. Investors should inquire as to the valuation provided on customer account statements provided by unaffiliated dealers.
¨ Price of Securities prior to maturity The market price of the Securities will be influenced by many unpredictable and interrelated factors, including the price of the underlying equity; the volatility of the underlying equity; the dividend rate paid on the underlying equity; 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; the creditworthiness of UBS and the then current bid-ask spread for the Securities.
¨ 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 LLCs 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.
¨ Owning the Securities is not the same as owning the underlying equity or underlying constituents The return on your Securities may not reflect the return you would realize if you actually owned the underlying equity or underlying constituents. For instance, you will not receive or be entitled to receive any dividend payments or other distributions during the term of the Securities, and any such dividends or distributions will not be factored into the calculation of the payment at maturity on your Securities. In addition, as an owner of the Securities, you will not have voting rights or any other rights that a holder of the underlying equity or the underlying constituents, if applicable, may have.
¨ No assurance that the investment view implicit in the Securities will be successful It is impossible to predict whether the price of the underlying equity will rise or fall. The closing price of the underlying equity will be influenced by complex and interrelated political, economic, financial and other factors that affect the underlying equity. You should be willing to accept the downside risks of owning equities in general and the underlying equity in particular, and to assume the risk that, you may lose some or all of your initial investment.
¨ There is no affiliation between UBS and the issuers of the underlying constituents (the underlying constituent issuers), and UBS is not responsible for any disclosure by such issuers We are not affiliated with the underlying constituent issuers. However, we and our affiliates may currently or from time to time in the future engage in business with the underlying constituent issuers. We do not disclaim liability or responsibility for any information disclosed herein regarding the underlying equity. However, UBS has not conducted any independent review or due diligence of any publicly available information with respect to the underlying equity. You, as an investor in the Securities, should make your own investigation into the underlying equity and the underlying constituent issuers. The underlying constituent issuers are not involved in the Securities offered hereby in any way and have no obligation of any sort with respect to your Securities. The underlying constituent issuers have no obligation to take your interests into consideration for any reason, including when taking any corporate actions that might affect the value of your Securities.
¨ The calculation agent can make adjustments that affect the payment to you at maturity For certain corporate events affecting the underlying equity, the calculation agent may make adjustments to the initial price or trigger price. However, the calculation agent will not make an adjustment in response to all events that could affect the underlying equity. If an event occurs that does not require the calculation agent to make an adjustment, the value of the Securities may be materially and adversely affected. In addition, all determinations and calculations concerning any such adjustments will be made by the calculation agent. You should be aware that the calculation agent may make any such adjustment, determination or calculation in a manner that differs from that discussed in the product supplement as necessary to achieve an equitable result. Following a delisting or discontinuance of the underlying equity, the amount you receive at maturity may be based on a share of another exchange traded fund. The occurrence of these events and the consequent adjustments may materially and adversely affect the value of the Securities. For more information, see the section General
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Terms of the Securities Antidilution Adjustments and Delisting, Discontinuance or Modification of an ETF in the product supplement. Regardless of any of the events discussed above, any payment on the Securities is subject to the creditworthiness of UBS.
¨ The value of the underlying equity may not completely track the value of the securities in which the underlying equity invests Although the trading characteristics and valuations of the underlying equity will usually mirror the characteristics and valuations of the securities in which the underlying equity invests, its value may not completely track the value of the securities in which the underlying equity invests. The value of the underlying equity will reflect transaction costs and fees that the securities in which the underlying equity invests do not have. In addition, although the underlying equity may be currently listed for trading on an exchange, there is no assurance that an active trading market will continue for the underlying equity or that there will be liquidity in the trading market.
¨ Fluctuation of NAV The net asset value (the NAV) of an exchange traded fund may fluctuate with changes in the market value of such exchange traded funds securities holdings. The market prices of the underlying equity may fluctuate in accordance with changes in NAV and supply and demand on the applicable stock exchanges. In addition, the market price of the underlying equity may differ from its NAV per share; the underlying equity may trade at, above or below their NAV per share.
¨ Failure of the underlying equity to track the level of the underlying index While the underlying equity is designed and intended to track the level of a specific index (an underlying index), various factors, including fees and other transaction costs, will prevent the underlying equity from correlating exactly with changes in the level of such underlying index. Accordingly, the performance of the underlying equity will not be equal to the performance of its underlying index during the term of the Securities.
¨ The underlying equity recently completed a transition to tracking a new underlying index Prior to January 2013, the underlying equity tracked the MSCI Emerging Markets Index. In January 2013, The Vanguard Group, Inc. announced that the underlying equity would instead track the FTSE Emerging Index. The principal difference between the two indices is that the FTSE Emerging Index does not contain South Korean companies. Beginning January 10, 2013 the underlying equity ceased tracking the MSCI Emerging Markets Index and began temporarily tracking the FTSE Emerging Transition Index (the Transition Index). The Transition Index was a dynamic index representing the components of the FTSE Emerging Index plus South Korean equity exposure. The Transition Index was designed to gradually reduce South Korean equity exposure by approximately 4% each week over a period of 25 weeks while proportionately adding exposure to stocks of companies located in other countries based on their weightings in the FTSE Emerging Index. On June 28, 2013, the underlying equity ceased tracking the Transition Index and began tracking the FTSE Emerging Index. As a result of this transition, the underlying equity will no longer seek to track, and therefore will not benefit from any potential future appreciation in, the South Korean equity markets. Moreover, the historical performance of the underlying equity prior to June 28, 2013 reflected the contribution of the South Korean equity markets and investors in the Securities should bear this difference in mind when evaluating the historical data. See Vanguard FTSE Emerging Markets ETF in this pricing supplement for more information.
¨ The Securities are subject to currency exchange rate risk The Vanguard FTSE Emerging Markets ETF (VWO Fund) invests in securities that are traded and quoted in foreign 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 securities trade. The values of the currencies of the countries in which the VWO 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, foreign governments, central banks or supranational entities, the imposition of currency controls or other national or global political or economic developments. An investors 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 VWO 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 VWO Fund invests 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 VWO Fund and therefore, 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. Securities 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. governments 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. Finally, it will likely be more costly and difficult to enforce the laws or regulations of a non-U.S. country or exchange.
¨ The Securities are subject to emerging markets risk The Securities are linked to shares of the VWO Fund and therefore, are subject to emerging markets risk. Investments in securities linked directly or indirectly to emerging market equity securities involve many risks, including, but not limited to: economic, social, political, financial and military conditions in the emerging market; regulation by national, provincial, and local governments; less liquidity and smaller market capitalizations than exist in the case of many large U.S. companies; different accounting and disclosure standards; and political uncertainties. Securities of emerging market companies may be more volatile and may be affected by market developments differently than U.S. companies. Government interventions to stabilize
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securities markets and cross-shareholdings may affect prices and volume of trading of the securities of emerging market companies. Economic, social, political, financial and military factors could, in turn, negatively affect such companies value. These factors could include changes in the emerging market governments economic and fiscal policies, possible imposition of, or changes in, currency exchange laws or other laws or restrictions applicable to the emerging market companies or investments in their securities, and the possibility of fluctuations in the rate of exchange between currencies. Moreover, emerging market economies may differ favorably or unfavorably from the U.S. economy in a variety of ways, including growth of gross national product, rate of inflation, capital reinvestment, resources and self-sufficiency. You should carefully consider the risks related to emerging markets, to which the Securities are susceptible, before making a decision to invest in the Securities.
¨ Potential UBS impact on price Trading or transactions by UBS or its affiliates in the underlying equity, the underlying constituents and/or over-the-counter options, futures or other instruments with returns linked to the performance of the underlying equity or underlying constituents may adversely affect the performance and, therefore, the market value of the Securities.
¨ Potential conflict of interest UBS and its affiliates may engage in business with the issuer of the underlying equity, which may present a conflict between the obligations of UBS and you, as a holder of the Securities. There are also potential conflicts of interest between you and the calculation agent, which will be an affiliate of UBS. As UBS determines the economic terms of the Securities, including the participation rate and trigger price, and such terms include 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.
¨ 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 equity to which the Securities are linked.
¨ Under certain circumstances, the Swiss Financial Market Supervisory Authority (FINMA) has the power to take actions that may adversely affect the Securities Pursuant to article 25 et seq. of the Swiss Banking Act, FINMA has broad statutory powers to take measures and actions in relation to UBS if it (i) is overindebted, (ii) has serious liquidity problems or (iii) fails to fulfill the applicable capital adequacy provisions after expiration of a deadline set by FINMA. If one of these prerequisites is met, the Swiss Banking Act grants significant discretion to FINMA to open restructuring proceedings or liquidation (bankruptcy) proceedings in respect of, and/or impose protective measures in relation to, UBS. 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. In a restructuring proceeding, the resolution plan may, among other things, (a) provide for the transfer of UBSs assets or a portion thereof, together with debts and other liabilities, and contracts of UBS, to another entity, (b) provide for the conversion of UBSs debt and/or other obligations, including its obligations under the Securities, into equity, and/or (c) potentially provide for haircuts on obligations of UBS, including its obligations under the Securities. Although no precedent exists, if one or more measures under the revised regime were imposed, such 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.
¨ Dealer incentives UBS and its affiliates act in various capacities with respect to the Securities. We and our affiliates may act as a principal, agent or dealer in connection with the sale of the Securities. Such affiliates, including the sales representatives, will derive compensation from the distribution of the Securities and such compensation may serve as an incentive to sell these Securities instead of other investments. We will pay total underwriting compensation in an amount equal to the underwriting discount listed on the cover hereof per Security to any of our affiliates acting as agents or dealers in connection with the distribution of the Securities. 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.
¨ Uncertain tax treatment Significant aspects of the tax treatment of the Securities are uncertain. You should consult your tax advisor about your own tax situation. See What Are the Tax Consequences of the Securities beginning on page 8.
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Hypothetical Examples and Return Table of the Securities at Maturity
The examples and table below illustrate the Payment at Maturity for a $10.00 Security on a hypothetical offering of the Securities, with the following assumptions:*
| Term: | Approximately 5 years |
|---|---|
| Initial Price: | $40.00 |
| Trigger Price: | $30.00 (75% of Initial Price) |
| Participation Rate: | 115.15% |
| Range of Underlying return: | -100% to 40% |
- The actual initial price and trigger price are indicated on the cover hereof.
The examples are provided for illustrative purposes only and are purely hypothetical. The numbers in the examples and in the table below have been rounded for ease of analysis.
Example 1: The underlying return is 20%.
Since the underlying return is positive, the payment at maturity per Security will be calculated as follows:
$10 + ($10 × 20% × 115.15%) = $12.303 per Security (a 23.03% total return).
Example 2: The underlying return is -20% and the final price is equal to or greater than the trigger price.
Since the underlying return is negative but the final price is equal to or greater than the trigger price of $30.00, UBS will repay the full principal amount and the payment at maturity is equal to $10.00 per Security (a zero percent total return).
Example 3: The underlying return is -60%, making the final price less than the trigger price.
Since the underlying return is negative and the final price is less than the trigger price, UBS will pay you less than the full principal amount of your Securities and your investment in the Securities will be fully exposed to the decline of the underlying equity. In this example, the payment at maturity is calculated as follows:
$10 + ($10 × -60%) = $10 - $6 = $4 per Security (a 60% loss).
If the final price is less than the trigger price on the final valuation date, your investment in the Securities is fully exposed to the decline of the underlying equity and you will lose some or all of your principal at maturity.
| Underlying Equity — Final Price | Underlying Return (1) | Payment and Return at Maturity — Payment at Maturity | Security Total Return at Maturity |
|---|---|---|---|
| $56.00 | 40.00% | $14.6060 | 46.060% |
| $52.00 | 30.00% | $13.4545 | 34.545% |
| $48.00 | 20.00% | $12.3030 | 23.030% |
| $44.00 | 10.00% | $11.1515 | 11.515% |
| $40.00 | 0.00% | $10.0000 | 0.000% |
| $36.00 | -10.00% | $10.0000 | 0.000% |
| $32.00 | -20.00% | $10.0000 | 0.000% |
| $30.00 | -25.00% | $10.0000 | 0.000% |
| $28.00 | -30.00% | $7.0000 | -30.000% |
| $24.00 | -40.00% | $6.0000 | -40.000% |
| $20.00 | -50.00% | $5.0000 | -50.000% |
| $16.00 | -60.00% | $4.0000 | -60.000% |
| $12.00 | -70.00% | $3.0000 | -70.000% |
| $8.00 | -80.00% | $2.0000 | -80.000% |
| $4.00 | -90.00% | $1.0000 | -90.000% |
| $0.00 | -100.00% | $0.0000 | -100.000% |
(1) The underlying return excludes any cash dividend payments.
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What Are the Tax Consequences of the Securities?
The United States federal income tax consequences of your investment in the Securities are uncertain. Some of these tax consequences are summarized below, but we urge you to read the more detailed discussion in Supplemental U.S. Tax Considerations beginning on page PS-44 of the Trigger Performance Securities product supplement and discuss the tax consequences of your particular situation with your tax advisor.
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. Pursuant to the terms of the Securities, UBS and you agree, in the absence of an administrative or judicial ruling to the contrary, to characterize your Securities as a pre-paid derivative contract with respect to the underlying equity. If your Securities are so treated, you should generally recognize gain or loss upon the sale or maturity of your Securities in an amount equal to the difference between the amount you receive at such time and the amount you paid for your Securities. Subject to the constructive ownership rules discussed below, such gain or loss should be long-term capital gain or loss if you hold your Securities for more than one year, in an amount equal to the difference between the amount you receive at such time and the amount you paid for your Securities (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.
Because the Securities reference an underlying equity in an exchange-traded fund, it is possible that the constructive ownership transaction rules of Section 1260 of the Internal Revenue Code of 1986 (the Code) may apply, in which case the tax consequences of sale, exchange or maturity of the Securities could be affected materially and adversely. Under the constructive ownership rules, if an investment in the Securities is treated as a constructive ownership transaction, any long-term capital gain recognized by a U.S. holder in respect of such Securities will be recharacterized as ordinary income to the extent such gain exceeds the amount of net underlying long-term capital gain (as defined in Section 1260 of the Code) of the U.S. holder (the Excess Gain). In addition, an interest charge would also apply to any deemed underpayment of tax in respect of any Excess Gain to the extent such gain would have resulted in gross income inclusion for the U.S. holder in taxable years prior to the taxable year of the sale, exchange or maturity of the Security (assuming such income accrued such that the amount in each successor year is equal to the income in the prior year increased at a constant rate equal to the applicable federal rate as of the date of sale, exchange or maturity of the Security).
If such treatment applies, it is not clear to what extent any long-term capital gain recognized by a U.S. holder in respect of a Security would be recharacterized as ordinary income and subject to the interest charge described above, in part, because it is not clear how the net underlying long-term capital gain would be computed in respect of a Security. Under Section 1260, the net underlying long-term capital gain is generally the net long-term capital gain a taxpayer would have recognized by investing in the underlying pass-thru entity at the inception of the constructive ownership transaction and selling on the date the constructive ownership transaction is closed out (i.e. at maturity or earlier disposition). It is possible that because the U.S. holder does not share in distributions made on the underlying equity, these distributions could be excluded from the calculation of the amount and character of gain, if any, that would have been realized had the U.S. holder held the underlying equity directly and that the application of constructive ownership rules may not recharacterize adversely a significant portion of the long-term capital gain you may recognize with respect to the Securities. However, it is also possible that all or a portion of your gain with respect to the Securities could be treated as Excess Gain if the net underlying long-term capital gain could equal the amount of long-term capital gain a United States holder would have recognized if on the issue date of the Securities the holder had invested the principal amount of the Securities in shares of the underlying equity that is treated as a pass-thru entity for purposes of Section 1260 of the Code and sold those shares for their fair market value on the date the Securities are sold, exchanged or retired. In addition, all or a portion of your gain recognized with respect to the Securities could be Excess Gain if you purchase the Securities for an amount that is less than the principal amount of the Securities or if the return on the Securities is adjusted to take into account any extraordinary dividends that are paid on the shares of the underlying equity. Furthermore, unless otherwise established by clear and convincing evidence, the net underlying long-term capital gain is treated as zero. Accordingly, it is possible that all or a portion of any gain on the sale or settlement of a Security after one year could be treated as Excess Gain from a constructive ownership transaction, which gain would be recharacterized as ordinary income, and subject to an interest charge. Because the application of the constructive ownership rules to the Securities is unclear, you are urged to consult your tax advisors regarding the potential application of the constructive ownership rules to an investment in the Securities.
In the opinion of our counsel, Cadwalader, Wickersham & Taft LLP, 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 debt instrument, or pursuant to some other characterization (including possible treatment as a constructive ownership transaction as discussed above), such that the timing and character of your income from the Securities could differ materially from the treatment described under Supplemental U.S. Tax Considerations Alternative Treatments on page PS-46 of the Trigger Performance Securities product supplement, and that the timing and character of income or loss on your Securities could be materially and adversely affected. The risk that the Securities may be recharacterized for United States federal income tax purposes as instruments giving rise to current ordinary income (even before receipt of any cash) and short-term capital gain or loss (even if held for more than one year), is higher than with other equity-linked securities that do not guarantee full repayment of principal.
The Internal Revenue Service, for example, might assert that the Securities should be recharacterized for United States federal income tax purposes as instruments giving rise to current ordinary income (even before receipt of any cash), or that you should be required to recognize taxable gain on any rebalancing or rollover of the underlying equity.
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In 2007, the Internal Revenue Service released a notice that may affect the taxation of holders of the Securities. According to the notice, the Internal Revenue Service and the Treasury Department are actively considering whether the holder of an instrument similar to the Securities should be required to accrue ordinary income on a current basis, and they are seeking taxpayer comments on the subject. It is not possible to determine what guidance they will ultimately issue, if any. It is possible, however, that under such guidance, holders of the Securities will ultimately be required to accrue income currently and this could be applied on a retroactive basis. The Internal Revenue Service and the Treasury Department are also considering other relevant issues, including whether additional gain or loss from such instruments should be treated as ordinary or capital, whether foreign holders of such instruments should be subject to withholding tax on any deemed income accruals, and whether the special constructive ownership rules of Section 1260 of the Code should be applied to such instruments. Holders are urged to consult their tax advisors concerning the significance, and the potential impact, of the above considerations. Except to the extent otherwise required by law, UBS intends to treat your Securities for United States federal income tax purposes in accordance with the treatment described above and under Supplemental U.S. Tax Considerations beginning on page PS-41 of the Trigger Performance Securities product supplement, unless and until such time as the Treasury Department and the Internal Revenue Service determine that some other treatment is more appropriate.
Medicare Tax on Net Investment Income . U.S. holders that are individuals, estates, and 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), or $125,000 for a married individual filing a separate return. 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 . Certain individuals that own specified foreign financial assets may be required to file information with respect to such assets with their tax returns, especially if such assets are held outside the custody of a U.S. financial institution. You are urged to consult your tax adviser as to the application of this legislation to your ownership of the Securities.
Non-U.S. Holders. Subject to Section 871 (m) and FATCA (as discussed below), if you are not a U.S. holder, you should generally not be subject to United States withholding tax with respect to payments on your Securities or to generally applicable information reporting and backup withholding requirements with respect to payments on your Securities if you comply with certain certification and identification requirements as to your foreign status (by providing us (and/or the applicable withholding agent) with a fully completed and duly executed appropriate Internal Revenue Service (IRS) Form W-8). Gain from the sale or exchange of a Security or settlement at maturity generally will not be subject to U.S. tax unless such gain is effectively connected with a trade or business conducted by the non-U.S. holder in the United States or unless 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 sale, exchange or settlement and certain other conditions are satisfied.
Section 871(m) of the Code requires withholding (up to 30%, depending on whether a treaty applies) on certain financial instruments to the extent that the payments or deemed payments on the financial instruments are contingent upon or determined by reference to U.S.-source dividends. Under proposed U.S. Treasury Department regulations (if finalized in their current form), certain payments or deemed payments with respect to certain equity-linked instruments (specified ELIs) that reference U.S. stocks (including the constituent stocks of the underlying equity), may be treated as dividend equivalents (dividend equivalents) that are subject to U.S. withholding tax at a rate of 30% (or lower treaty rate). Under these proposed regulations, withholding may be required even in the absence of any actual dividend related payment or adjustment made pursuant to the terms of the instrument. If adopted in their current form, the proposed regulations may impose a withholding tax on payments or deemed payments made on the Securities on or after January 1, 2016 that are treated as dividend equivalents for Securities acquired on or after March 5, 2014. Under a recent IRS Notice, the IRS announced that the IRS and the Treasury Department intend that final Treasury regulations will provide that specified ELIs will exclude equity-linked instruments issued prior to 90 days after the date the final Treasury regulations are published. Accordingly, we generally expect that non-U.S. holders of the Securities should not be subject to tax under Section 871(m). However, it is possible that such withholding tax could apply to the Securities under these proposed rules if the non-U.S. holder enters into certain subsequent transactions in respect of the underlying equity. If withholding is required, we (or the applicable paying agent) would be entitled to withhold such taxes without being required to pay any additional amounts with respect to amounts so withheld. Non-U.S. holders should consult with their tax advisors regarding the application of Section 871(m) and the regulations thereunder in respect of their acquisition and ownership of the Securities.
Foreign Account Tax Compliance Act . The Foreign Account Tax Compliance Act (FATCA) was enacted on March 18, 2010, and imposes a 30% U.S. withholding tax on withholdable payments (i.e., certain U.S. source payments, including interest (and OID), dividends, other fixed or determinable annual or periodical gain, profits, and income, and on the gross proceeds from a disposition of property of a type which can produce U.S. source interest or dividends) and pass-thru payments (i.e., certain payments attributable to withholdable payments) made to certain foreign financial institutions (and certain of their affiliates) unless the payee foreign financial institution agrees (or is required), among other things, to disclose the identity of any U.S. individual with an account of the institution (or the relevant affiliate) and to annually report certain information about such account. FATCA also requires withholding agents making withholdable payments to certain foreign entities that do not disclose the name, address, and taxpayer identification number of any substantial U.S. owners (or certify that they do not have any substantial United States owners) withhold tax at a rate of 30%. Under certain circumstances, a holder may be eligible for refunds or credits of such taxes.
Pursuant to final and temporary Treasury regulations, the withholding and reporting requirements under FATCA will generally apply to certain withholdable payments made on or after July 1, 2014, certain gross proceeds on sale or disposition occurring after December 31, 2016, and certain foreign pass-thru payments made after December 31, 2016 (or, if later, the date that final regulations defining the term
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foreign pass-thru payment are published). Pursuant to these Treasury regulations, withholding tax under FATCA would not be imposed on foreign pass-thru payments pursuant to obligations that are executed on or before the date that is six months after final regulations regarding such payments are published (and such obligations are not subsequently modified in a material manner) or on withholdable payments solely because the relevant obligation is treated as giving rise to a dividend equivalent (pursuant to Section 871(m) and the regulations thereunder) where such obligation is executed on or before the date that is six months after the date on which obligations of its type are first treated as giving rise to dividend equivalents. If, however, withholding is required, we (or the applicable paying agent) will not be required to pay additional amounts with respect to the amounts so withheld.
Significant aspects of the application of FATCA are not currently clear. Investors should consult their own advisor about the application of FATCA, in particular if they may be classified as financial institutions (or if they hold the Securities through a foreign entity) under the FATCA rules.
Proposed Legislation
The House Ways and Means Committee has released in draft form certain proposed legislation relating to financial instruments. If enacted, the effect of this legislation generally would be 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. You are urged to consult your tax advisor regarding the draft legislation and its possible impact on you.
Prospective purchasers of the Securities are urged to consult their own 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 the jurisdiction of the issuers of the underlying constituents).
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Vanguard FTSE Emerging Markets ETF
We have derived all information contained herein regarding the Vanguard FTSE Emerging Markets ETF (the VWO Fund) from publicly available information. Such information reflects the policies of, and is subject to change by The Vanguard Group, Inc. (Vanguard), the investment adviser of the VWO Fund. UBS has not undertaken an independent review or due diligence of any publicly available information regarding the VWO Fund.
VWO Fund is an exchange-traded class of shares issued by the Vanguard Emerging Markets Stock Index Fund and is maintained and managed by Vanguard. Vanguard is a mutual fund and is jointly owned by the funds it oversees and thus, indirectly by the shareholders in those funds. The Vanguard Trust is a registered investment company that consists of separate funds, each of which may consist of different share classes, including ETF shares. The VWO Fund currently tracks the performance of the FTSE Emerging Index (the Underlying Index). The Underlying Index was developed by FTSE International Limited (FTSE) and is calculated, maintained and published by FTSE International Limited (FTSE).
Historically, the VWO Fund sought to track the performance of the MSCI Emerging Markets Index. Starting in January of 2013, the VWO Fund began a two-step transition process to instead track the performance of the Underlying Index. First, in January 2013, the VWO Fund began tracking the performance of the Transition Index. Second, on June 28, 2013, the VWO Fund began tracking the Underlying Index. The Transition Index was created to provide Vanguard with the ability to transition existing emerging markets funds to the Underlying Index over a period of approximately six months in a manner designed to reduce the impact on its existing fund shareholders. For additional information, see Risk Factors The underlying equity recently completed a transition to tracking a new underlying index above.
As of February 27, 2014, the net expense ratio of the VWO Fund is expected to accrue at an annual rate of 0.15% of the VWO Funds daily net asset value. Expenses of the VWO Fund reduce the net value of the assets held by the VWO Fund and, therefore, reduce value of the shares of the VWO Fund.
The Underlying Index includes approximately 889 common stocks of companies located in emerging markets around the world. As of May 31, 2014, the VWO Funds five largest countries as a percentage of common stock were China, Taiwan, Brazil, India and South Africa and its five largest company holdings were: Taiwan Semiconductor Manufacturing Co. Ltd. (2.80%), Tencent Holdings Ltd. (1.90%), Petroleo Brasileiro SA (1.70%), China Construction Bank Corp. (1.60%), and China Mobile Ltd. (1.50%).
Information filed by Vanguard International Equity Index Funds with the SEC under the Securities Act of 1933, the Securities Exchange Act of 1934 and/or the Investment Company Act of 1940 can be found by reference to its SEC file number: 033-32548 and 811-05972. The VWO Funds website is https://institutional.vanguard.com/VGApp/iip/site/institutional/investments/productoverview?fundId=0964. We are not incorporating by reference the website or any material it includes in this pricing supplement. Shares of the VWO Fund are listed on the NYSE Arca under ticker symbol VWO.
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Historical Information
The following table sets forth the quarterly high and low closing price for the Vanguard FTSE Emerging Markets ETF, based on the daily closing price as reported by Bloomberg Professional ® service (Bloomberg), without independent verification. UBS has not conducted any independent review or due diligence of publicly available information obtained from Bloomberg. The closing price of the Vanguard FTSE Emerging Markets ETF on July 28, 2014 was $45.14. Prior to January 2013, the performance of the underlying equity resulted from its tracking of the MSCI Emerging Markets Index. Therefore, the underlying equitys historical pricing may be of limited value in assessing its performance. Past performance of the underlying equity is not indicative of the future performance of the underlying equity.
| Quarter Begin | Quarter End | Quarterly Closing High | Quarterly Closing Low | Quarterly Close |
|---|---|---|---|---|
| 1/4/2010 | 3/31/2010 | $42.80 | $36.85 | $42.18 |
| 4/1/2010 | 6/30/2010 | $43.98 | $36.38 | $37.99 |
| 7/1/2010 | 9/30/2010 | $45.40 | $38.22 | $45.40 |
| 10/1/2010 | 12/31/2010 | $49.32 | $45.54 | $48.15 |
| 1/3/2011 | 3/31/2011 | $48.92 | $45.00 | $48.92 |
| 4/1/2011 | 6/30/2011 | $50.71 | $46.44 | $48.62 |
| 7/1/2011 | 9/30/2011 | $49.52 | $35.89 | $35.89 |
| 10/3/2011 | 12/30/2011 | $43.47 | $35.20 | $38.21 |
| 1/3/2012 | 3/30/2012 | $45.09 | $38.57 | $43.47 |
| 4/2/2012 | 6/29/2012 | $43.99 | $37.08 | $39.95 |
| 7/2/2012 | 9/28/2012 | $43.25 | $38.28 | $41.75 |
| 10/1/2012 | 12/31/2012 | $44.53 | $40.44 | $44.53 |
| 1/2/2013 | 3/28/2013 | $45.45 | $42.24 | $42.89 |
| 4/1/2013 | 6/28/2013 | $44.79 | $36.53 | $38.78 |
| 7/1/2013 | 9/30/2013 | $42.94 | $37.16 | $40.11 |
| 10/1/2013 | 12/31/2013 | $42.91 | $39.96 | $41.14 |
| 1/2/2014 | 3/31/2014 | $40.58 | $36.67 | $40.58 |
| 4/1/2014 | 6/30/2014 | $43.86 | $40.46 | $43.13 |
| 7/1/2014* | 7/28/2014* | $45.14 | $43.52 | $45.14 |
- As of the date of this pricing supplement, available information for the third calendar quarter of 2014 includes data for the period from July 1, 2014 through July 28, 2014. Accordingly, the Quarterly Closing High, Quarterly Closing Low and Quarterly Close data indicated are for this shortened period only and do not reflect complete data for the third calendar quarter of 2014.
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The graph below illustrates the performance of the underlying equity from January 3, 2006 through July 28, 2014, (which includes its tracking of the MSCI Emerging Markets Index and the FTSE Emerging Transition Index) based on information from Bloomberg. The dotted line represents the trigger price of $33.86, which is equal to 75% of the closing price of the underlying equity on July 28, 2014. Past performance of the underlying equity is not indicative of the future performance of the underlying equity.
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Supplemental Plan of Distribution (Conflicts of Interest); Secondary Markets (if any)
We have agreed to sell to UBS Securities LLC and UBS Securities LLC has agreed to purchase, all of the Securities at the issue price to the public less the underwriting discount indicated on the cover of this pricing supplement, the document filed pursuant to Rule 424(b) containing the final pricing terms of the Securities. UBS Securities LLC has agreed to resell all of the Securities to UBS Financial Services Inc. at a discount from the issue price to the public equal to the underwriting discount indicated on the cover of this pricing supplement.
Conflicts of Interest Each of UBS Securities LLC and UBS Financial Services Inc. is an affiliate of UBS and, as such, has a conflict of interest in this offering within the meaning of FINRA Rule 5121. In addition, UBS will receive the net proceeds (excluding the underwriting discount) from the initial public offering of the Securities, thus creating an additional conflict of interest within the meaning of Rule 5121. Consequently, the offering is being conducted in compliance with the provisions of Rule 5121. Neither UBS Securities LLC nor UBS Financial Services Inc. is 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 LLCs or any affiliates 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 12 months 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 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 Key Risks Fair value considerations and Key Risks Limited or no secondary market and secondary market price considerations on pages 3 and 4 of this pricing supplement.
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