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UBS AG — Capital/Financing Update 2015
Jul 14, 2015
35612_prs_2015-07-14_a9f6d7f4-dcd7-4742-9b12-7b87ccd7011e.zip
Capital/Financing Update
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Table of Contents
Filed Pursuant to Rule 424(b)(2) Registration Statement No. 333-204908
CALCULATION OF REGISTRATION FEE
| Title of Each Class of Securities Offered | Amount of Securities to be Registered | Maximum Aggregate Offering
Price | Amount of Registration Fee (1) |
| --- | --- | --- | --- |
| Debt Securities of UBS AG | 4,000,000 | $100,000,000 | $11,620.00 |
(1) Calculated in accordance with Rule 457(r) of the Securities Act of 1933.
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PROSPECTUS SUPPLEMENT dated July 14, 2015 (To Prospectus dated June 12, 2015)
$100,000,000 ETRACS 2xMonthly Leveraged S&P MLP Index ETN due July 14, 2045
The ETRACS 2×Monthly Leveraged S&P MLP Index ETN due July 14, 2045 (the Securities) are senior unsecured debt securities issued by UBS AG (UBS) that provide two times leveraged long exposure to the compounded monthly performance of the S&P MLP Index (the Index), reduced by (i) an Accrued Tracking Fee (as described below) based on an Annual Tracking Fee of 0.95% per annum and (ii) the Accrued Financing Charges (as described below). Investing in the Securities involves significant risks. The Securities do not guarantee any return of your initial investment. You may lose some or all of your principal at maturity, early redemption, acceleration or upon exercise by UBS of its call right if the compounded leveraged monthly return of the Index (calculated as described herein) is not sufficient to offset the combined negative effect of the Accrued Tracking Fee and the Accrued Financing Charges, and the Redemption Fee Amount, if applicable. The Securities are two times leveraged with respect to the Index and, as a result, will benefit from two times any beneficial, but will be exposed to two times any adverse, compounded monthly performance of the Index. The Securities may pay a quarterly coupon during their term. You will receive a cash payment at maturity, acceleration or upon exercise by UBS of its call right, based on the compounded leveraged monthly performance of the Index less the Accrued Tracking Fee and the Accrued Financing Charges, as described herein. You will receive a cash payment upon early redemption based on the compounded leveraged monthly performance of the Index less the Accrued Tracking Fee, the Accrued Financing Charges and the Redemption Fee amount. Payment at maturity, upon early redemption, call or acceleration is subject to the creditworthiness of UBS. In addition, the actual and perceived creditworthiness of UBS will affect the market value, if any, of the Securities prior to maturity, call, acceleration or early redemption. The principal terms of the Securities are as follows:
| Issuer: | UBS AG (London Branch) |
|---|---|
| Initial Trade Date: | July 14, 2015 |
| Initial Settlement Date: | July 17, 2015 |
| Term: | 30 years, subject to your right to require UBS to redeem your Securities on any Redemption Date, the UBS Call Right or acceleration upon minimum indicative value or intraday |
| index value, each as described below. | |
| Maturity Date: | July 14, 2045, subject to adjustments |
| Denomination/Face Amount: | $25.00 per Security |
| Coupon Amount: | For each Security you hold on the applicable Coupon Record Date you may receive on each Coupon Payment Date an amount in cash equal to the Coupon Amount, if any. As further |
| described in Specific Terms of the Securities Coupon Payment beginning on page S-52, the Coupon Amount will equal the sum of the cash distributions that a hypothetical holder of Index Constituent Securities would have been | |
| entitled to receive in respect of the Index Constituent Securities during the relevant period, reduced by the Accrued Tracking Fee. The final Coupon Amount, if any, will be included in the Cash Settlement Amount. | |
| Coupon Payment Date: | The 15 th Index Business Day following each Coupon Valuation Date, commencing on October 21, 2015, |
| provided that the final Coupon Payment Date will be the Maturity Date. | |
| Underlying Index: | The return on the Securities is linked to the performance of the S&P MLP Index. The Index is designed to measure leading Master Limited Partnerships (MLPs) and |
| limited liability companies (LLCs) that trade on major U.S. exchanges. As the vast majority of traded partnerships have operations in the oil and gas industries, the Index focuses on companies in the Global Industry Classification | |
| Standard ® (GICS) Energy Sector and the GICS Gas Utilities Industry. For a detailed description of the Index, see S&P MLP Index beginning on | |
| page S-39. | |
| Payment at Maturity: | For each Security, unless earlier redeemed or called, you will receive at maturity a cash payment equal to (a) the product of (i) the Current Principal Amount and (ii) the Index |
| Factor as of the last Index Business Day in the Final Measurement Period plus (b) the final Coupon Amount, minus (c) the Accrued Tracking Fee as of the last Index Business Day in the Final Measurement Period minus (d) the | |
| Accrued Financing Charges as of the last Index Business Day in the Final Measurement Period plus (e) the Stub Reference Distribution Amount as of the last Index Business Day in the Final Measurement Period, if any. We refer to this cash | |
| payment as the Cash Settlement Amount. If the amount so calculated is equal to or less than zero, the payment at maturity will be zero. | |
| UBS Call Right: | On any Business Day on or after July 18, 2016 through and including the Maturity Date (the Call Settlement Date), UBS may at its option redeem all, but not less than |
| all, issued and outstanding Securities. To exercise its Call Right, UBS must provide notice to the holders of the Securities not less than eighteen calendar days prior to the Call Settlement Date. Upon early redemption in the event UBS exercises | |
| this right, you will receive a cash payment equal to the Call Settlement Amount, which will be calculated as described herein and paid on the Call Settlement Date. If the amount so calculated is equal to or less than zero, the payment upon exercise | |
| of the Call Right will be zero. |
See Risk Factors beginning on page S- 22 for additional risks related to an investment in the Securities.
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 prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.
| UBS Investment Bank |
|---|
| Prospectus Supplement dated July 14, 2015 |
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| Early Redemption: | You may elect to require UBS to redeem your Securities, in whole or in part, prior to the Maturity Date on any Index Business Day commencing on July 23, 2015 through and
including the final Redemption Date, subject to a minimum redemption amount of at least 50,000 Securities. UBS reserves the right from time to time to waive this minimum redemption amount in its sole discretion on a case-by-case basis. You should
not assume you will be entitled to the benefit of any such waiver. If you redeem your Securities, you will receive a cash payment equal to the Redemption Amount, which will be determined on the applicable Redemption Valuation Date and paid on the
applicable Redemption Date. You must comply with the redemption procedures described under Specific Terms of the Securities Early Redemption at the Option of the Holders and Specific Terms of the Securities Redemption
Procedures beginning on pages S-57 and S-59, respectively, in order to redeem your Securities. |
| --- | --- |
| First Redemption Date: | July 23, 2015 |
| Final Redemption Date: | July 7, 2045 |
| Redemption Procedures: | To redeem your Securities prior to the Maturity Date, you must instruct your broker to deliver a notice of redemption to UBS by email no later than 12:00 p.m. (New York City
time) on the Index Business Day on which you elect to exercise your redemption right and you and your broker must follow the procedures described herein. If you fail to comply with these procedures, your notice will be deemed ineffective. UBS
reserves the right from time to time to waive, in its sole discretion, any of the requirements contained in the redemption procedures described under Specific Terms of the Securities Early Redemption at the Option of the Holders
and Specific Terms of the Securities Redemption Procedures beginning on pages S-57 and S-59, respectively. UBS also reserves the right from time to time to accelerate, in its sole discretion on a case-by-case basis, the Redemption
Valuation Date to the date on which the notice of redemption is received by UBS rather than the following Index Business Day. You should not assume you will be entitled to the benefit of any such waiver or acceleration. |
| Redemption Amount: | Subject to your compliance with the procedures described under Specific Terms of the Securities Early Redemption at the Option of the Holders, upon early
redemption, you will receive per Security a cash payment on the relevant Redemption Date equal to (a) the product of (i) the Current Principal Amount and (ii) the Index Factor as of the Redemption Valuation Date plus (b) the Coupon Amount with
respect to the Coupon Valuation Date immediately preceding the Redemption Valuation Date if on the Redemption Valuation Date the Coupon Ex-Date with respect to such Coupon Amount has not yet occurred, plus (c) the Adjusted Coupon Amount, if any,
minus (d) the Adjusted Tracking Fee Shortfall, if any, as of the Redemption Valuation Date, minus (e) the Accrued Financing Charges as of the Redemption Valuation Date minus (f) the Redemption Fee Amount. We refer to this cash payment as the
Redemption Amount. For purposes of calculating the Redemption Amount, either the Adjusted Coupon Amount will be included or the Adjusted Tracking Fee Shortfall will be subtracted, but not both. |
| Redemption Fee Amount: | The product of (a) 0.10%, (b) the Current Principal Amount and (c) the Index Factor as of the Redemption Valuation Date. UBS reserves the right from time to time to waive the
Redemption Fee Amount in its sole discretion. You should not assume you will be entitled to the benefit of any such waiver. |
| Call Settlement Amount: | In the event UBS exercises its Call Right, you will receive per Security a cash payment on the relevant Call Settlement Date equal to (a) the product of (i) the Current Principal
Amount and (ii) the Index Factor as of the last Index Business Day in the Call Measurement Period plus (b) the Coupon Amount with respect to the Coupon Valuation Date immediately preceding the Call Valuation Date if on the last Index
Business Day in the Call Measurement Period the Coupon Ex-Date with respect to such Coupon Amount has not yet occurred, plus (c) the Adjusted Coupon Amount, if any, minus (d) the Accrued Tracking Fee as of the last Index Business Day
in the Call Measurement Period, minus (e) the Accrued Financing Charges as of the last Index Business Day in the Call Measurement Period plus (f) the Stub Reference Distribution Amount as of the last Index Business Day in the Call
Measurement Period, if any. We refer to this cash payment as the Call Settlement Amount. |
| Acceleration upon Minimum Indicative Value or Intraday Index Value: | If, at any time, (1) the indicative value on any Index Business Day equals $5.00 or less or (2) the intraday index value on any Index Business Day decreases 30% from the most
recent Monthly Initial Closing Level (each such day, an Acceleration Date), all issued and outstanding Securities will be automatically accelerated and mandatorily redeemed by UBS (even if the indicative value would later exceed $5.00 or
the intraday index value would increase from the -30% level on such Acceleration Date or any subsequent Index Business Day) for a cash payment equal to the Acceleration Amount. The Acceleration Amount will equal (a) the product of
(i) the Current Principal Amount and (ii) the Index Factor as of the last Index Business Day in the Acceleration Valuation Period plus (b) the Coupon Amount with respect to the Coupon Valuation Date immediately preceding the Acceleration Date
if on the last Index Business Day in the Acceleration Valuation Period the Coupon Ex-Date with respect to such Coupon Amount has not yet occurred, plus (c) the Adjusted Coupon Amount, if any, minus (d) the Accrued Tracking Fee as of the last Index
Business Day in the Acceleration Valuation Period, minus (e) the Accrued Financing Charges as of the last Index Business Day in the Acceleration Valuation Period plus (f) the Stub Reference Distribution Amount as of the last Index Business Day
in the Acceleration Valuation Period, if any. If the minimum indicative value or intraday index value threshold has been breached, you will receive on the Acceleration Settlement Date only the Acceleration Amount in respect of your investment in the
Securities. The Acceleration Settlement Date will be the third Business Day following the last Index Business Day of the Acceleration Valuation Period. |
(cover continued on next page)
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| Index Factor: | 1 + (2 × Index Performance Ratio) |
|---|---|
| Index Performance Ratio: | On any Index Business Day during the Final Measurement Period, the Acceleration Valuation Period or the Call Measurement Period, or on any Monthly Valuation Date or Redemption |
| Valuation Date, as applicable: | |
| Index Valuation Level Monthly Initial Closing Level Monthly Initial Closing Level | |
| Current Principal Amount: | For the period from the Initial Settlement Date to July 31, 2015 (such period, the initial calendar month), the Current Principal Amount will equal $25.00 per |
| Security. For each subsequent calendar month, the Current Principal Amount for each Security will be reset as follows on the Monthly Reset Date: | |
| New Current Principal Amount = previous Current Principal Amount × Index Factor on the applicable Monthly Valuation Date | |
| Accrued Financing Charges on the applicable Monthly Valuation Date | |
| Monthly Initial Closing Level: | For the initial calendar month, 2347.11, the Index Closing Level on July 14, 2015 as reported on the NYSE and Bloomberg L.P. For each subsequent calendar month, the Monthly |
| Initial Closing Level on the Monthly Reset Date equals the Index Closing Level on the Monthly Valuation Date for the previous calendar month. | |
| Index Valuation Level | As determined by the Security Calculation Agent, the arithmetic mean of the Index Closing Levels measured on each Index Business Day during the Final Measurement Period, Call |
| Measurement Period or Acceleration Valuation Period (each, a Measurement Period), as applicable, or the Index Closing Level on any Monthly Valuation Date or Redemption Valuation Date, provided that if the Redemption Valuation Date falls | |
| in any Measurement Period, for the purposes of calculating the Index Performance Ratio as of the Redemption Valuation Date, the Index Valuation Level on any date of determination during such Measurement Period shall equal (a) 1/5 times (b) | |
| (i) the sum of the Index Closing Levels on each Index Business Day from, and including, the Call Valuation Date, Acceleration Date or the Calculation Date, as applicable, to, but excluding, the date of determination, plus (ii) the number of | |
| Index Business Days from and including the date of determination to and including the last Index Business Day in such Measurement Period, times the Index Closing Level on such date of determination. | |
| Index Closing Level: | The closing level of the Index on any date of determination, as reported on the NYSE and Bloomberg L.P. |
| Security Calculation Agent: | UBS Securities LLC |
| Calculation Date: | July 5, 2045, unless such day is not an Index Business Day, in which case the Calculation Date will be the next Index Business Day, subject to adjustments. |
| Listing: | The Securities have been approved for listing, subject to official notice of issuance, on NYSE Arca under the symbol MLPV. There can be no assurance that an active |
| secondary market will develop; if it does, we expect that investors will purchase and sell the Securities primarily in this secondary market. | |
| Intraday Indicative Value Symbol of the Securities: | MLPV.IV (Bloomberg); ^MLPV-IV (Yahoo! Finance) |
| CUSIP Number: | 90274D 531 |
| ISIN Number: | US90274D5317 |
| Additional Key Terms: | See Prospectus Supplement Summary Additional Key Terms on page S-8. |
On the Initial Trade Date, we sold $25,000,000 face amount of Securities to UBS Securities LLC at 100% of their aggregate face amount. After the Initial Trade Date, from time to time we may sell a portion of the Securities at market prices prevailing at the time of sale, at prices related to market prices or at negotiated prices. We will receive proceeds equal to 100% of the price at which the Securities are sold to the public, less any commissions paid to UBS Securities LLC. UBS Securities LLC may charge normal commissions with any purchase or sale of the Securities and may receive a portion of the Annual Tracking Fee. Please see Supplemental Plan of Distribution on page S-81 for more information.
We may use this prospectus supplement in the initial sale of the Securities. In addition, UBS Securities LLC or another of our affiliates may use this prospectus supplement in market-making transactions in any Securities after their initial sale. Unless we or our agent informs you otherwise in the confirmation of sale or in a notice delivered at the same time as the confirmation of sale, this prospectus supplement is being used in a market-making transaction.
The Securities are not deposit liabilities of UBS AG and are not FDIC insured.
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The ETRACS exchange-traded notes being offered as described in this prospectus supplement and the accompanying prospectus constitute one offering in a series of offerings of UBS AG ETRACS exchange-traded notes. We are offering and may continue to offer from time to time ETRACS linked to different underlying indices and with the same or different terms and conditions, relative to those set forth in this prospectus supplement. You should be sure to refer to the prospectus supplement for the particular offering of ETRACS in which you are considering an investment.
This prospectus supplement contains the specific financial and other terms that apply to the securities being offered herein. Terms that apply generally to all our Medium-Term Notes, Series B, are described under Description of Debt Securities We May Offer in the accompanying prospectus. The terms described here ( i.e ., in this prospectus supplement) modify or supplement those described in the accompanying prospectus and, if the terms described here are inconsistent with those described there, the terms described here are controlling. The contents of any website referred to in this prospectus supplement are not incorporated by reference in this prospectus supplement or the accompanying prospectus.
You may access the accompanying prospectus dated June 12, 2015 at:
http://www.sec.gov/Archives/edgar/data/1114446/000119312515222010/d935416d424b3.htm
You should rely only on the information incorporated by reference or provided in this prospectus 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 prospectus supplement is accurate as of any date other than the date on the front of the document.
TABLE OF CONTENTS
| Prospectus Supplement | |
|---|---|
| Prospectus Supplement Summary | S-1 |
| Hypothetical Examples | S-16 |
| Risk Factors | S-22 |
| S&P MLP Index | S-39 |
| Valuation of the Index and the Securities | S-49 |
| Specific Terms of the Securities | S-51 |
| Use of Proceeds and Hedging | S-70 |
| Material U.S. Federal Income Tax Consequences | S-71 |
| Benefit Plan Investor Considerations | S-79 |
| Supplemental Plan of Distribution | S-81 |
| Notice of Early Redemption | A-1 |
| Brokers Confirmation of Redemption | B-1 |
| 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 AG, Its Management and Others | 7 |
| UBS | 8 |
| Swiss Regulatory Powers | 12 |
| Use of Proceeds | 13 |
| Description of Debt Securities We May Offer | 14 |
| Description of Warrants We May Offer | 34 |
| Legal Ownership and Book-Entry Issuance | 49 |
| Considerations Relating to Indexed Securities | 54 |
| Considerations Relating to Securities Denominated or Payable in or Linked to a Non-U.S. Dollar Currency | 57 |
| U.S. Tax Considerations | 60 |
| Tax Considerations Under the Laws of Switzerland | 71 |
| Benefit Plan Investor Considerations | 73 |
| Plan of Distribution | 75 |
| Conflicts of Interest | 76 |
| Validity of the Securities | 77 |
| Experts | 77 |
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Prospectus Supplement Summary
The following is a summary of terms of the Securities, as well as a discussion of factors you should consider before purchasing the Securities. The information in this section is qualified in its entirety by the more detailed explanations set forth elsewhere in this prospectus supplement and in the accompanying prospectus. Please note that references to UBS, we, our and us refer only to UBS AG and not to its consolidated subsidiaries.
We may, without your consent, create and issue additional securities having the same terms and conditions as the Securities. We may consolidate the additional securities to form a single class with the outstanding Securities.
This section summarizes the following aspects of the Securities:
- What are the Securities and how do they work?
- How do you redeem your Securities?
- What are some of the risks of the Securities?
- Is this the right investment for you?
- What are the tax consequences ?
What are the Securities and how do they work?
The Securities are senior unsecured medium-term notes issued by UBS with a two times leveraged return linked to the compounded monthly performance of the S&P MLP Index (the Index). If the Index increases over any calendar month (a beneficial monthly performance), the return on the Index for the Securities will increase by two times the movement of the Index. If the Index decreases over any calendar month (an adverse monthly performance), the return on the Index for the Securities will decrease by two times the movement of the Index. The Securities may pay a quarterly Coupon Amount based on distributions made with respect to the Index Constituents as discussed below.
Unlike ordinary debt securities, the Securities do not guarantee any return of principal at maturity or call, or upon early redemption or acceleration. You may lose some or all of your initial investment. In addition, you are not guaranteed any coupon payment. Because the amount of any Coupon Amount is uncertain and could be zero, you should not expect to receive regular periodic coupon payments.
The Index
The Index is designed to measure leading Master Limited Partnerships (MLPs) and limited liability companies (LLCs) that trade on major U.S. exchanges. As the vast majority of traded partnerships have operations in the oil and gas industries, the Index focuses on companies in the Global Industry Classification Standard ® (GICS) Energy Sector and the GICS Gas Utilities Industry. For a detailed description of the Index, see S&P MLP Index beginning on page S-39.
We refer to the MLPs and LLCs included in the S&P MLP Index as the Index Constituents, and to the stock of such MLPs and LLCs that is included in the Index as the Index Constituent Securities.
Leveraged Investment Returns
The Securities seek to approximate the monthly returns that might be available to investors through a leveraged long investment in the Index Constituent Securities. A leveraged long investment strategy involves the practice of borrowing money from a third party lender at an agreed-upon rate of interest and using the borrowed money together with investor capital to purchase assets ( e . g ., equity securities). A leveraged long investment strategy terminates with the sale of the underlying assets and repayment of the third party lender, provided that the proceeds of the sale of underlying assets are sufficient to repay
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the loan. By implementing a leveraged strategy, the leveraged investor seeks to benefit from an anticipated increase in the value of the assets between the purchase and sale of such assets, and assumes that the increase in value of the underlying assets will exceed the cumulative interest due to the third party lender over the term of the loan. A leveraged investor will incur a loss if the value of the assets does not increase sufficiently to cover payment of the interest. In order to seek to replicate a leveraged long investment strategy in the Index Constituent Securities, the Securities provide that each $25 invested by investors on the Initial Trade Date is leveraged through a notional loan of $25 on the Initial Trade Date. Investors are thus considered to have notionally borrowed $25, which, together with the $25 invested, represents a notional investment of $50 in the Index Constituent Securities on the Initial Trade Date. During the term of your Securities, the leveraged portion of the notional investment, which will be equal to the Current Principal Amount, accrues financing charges for the benefit of UBS referred to as Accrued Financing Charges, which seek to represent the monthly amount of interest that leveraged investors might incur if they sought to borrow funds at a similar rate from a third-party lender. Upon maturity, call, acceleration or redemption, the investment in the Index Constituent Securities is notionally sold at the then-current values of the equity securities, and the investor then notionally repays UBS an amount equal to the principal of the notional loan plus accrued interest. The payment at maturity, call, acceleration or redemption under the Securities, therefore, generally represents the profit or loss that the investor would receive by applying a leveraged long investment strategy, after taking into account, and making assumptions for, the accrued financing charges that are commonly present in such leveraged long investment strategies. In order to mitigate the risk to UBS that the value of the Index Constituent Securities is not sufficient to repay the principal and Accrued Financing Charges of the notional loan, an automatic early termination of the Securities is provided for under the Acceleration upon Minimum Indicative Value or Intraday Index Value provisions hereunder.
The Accrued Financing Charges seek to compensate UBS for providing investors with the potential to receive a leveraged participation in movements in the Index Closing Level of the Index. Such charges will reduce any amount that you will be entitled to receive at maturity, early redemption, call or acceleration. These charges are intended to approximate the financing costs that investors may have otherwise incurred had they sought to borrow funds at a similar rate from a third party to invest in the Securities. These charges accrue and compound on a daily basis during the applicable period.
Accrued Financing Charges: On the Initial Trade Date, the Accrued Financing Charges for each Security will equal $0. On any subsequent Monthly Valuation Date, the Accrued Financing Charges for each Security will equal the product of (i) the Financing Level on the immediately preceding Monthly Valuation Date times (ii) the Financing Rate times (iii) the number of calendar days from, but excluding, the immediately preceding Monthly Valuation Date to, and including, the then current Monthly Valuation Date divided by (iv) 360. The Accrued Financing Charges as of the last Index Business Day in the Final Measurement Period, the Call Measurement Period or the Acceleration Valuation Period, or as of the Redemption Valuation Date, as applicable, is an amount equal to the product of (i) the Financing Level on the immediately preceding Monthly Valuation Date times (ii) the Financing Rate times (iii) the number of calendar days from, but excluding, the immediately preceding Monthly Valuation Date to, and including, such last Index Business Day in the Final Measurement Period, the Call Measurement Period or the Acceleration Valuation Period, or the Redemption Valuation Date, as applicable, divided by (iv) 360.
Financing Level: On the Initial Trade Date, the Financing Level for each Security will equal $25. On any subsequent Monthly Valuation Date after the first Monthly Valuation Date, the Financing Level for each Security will equal the Current Principal Amount.
Financing Rate: The Financing Rate will equal 1% plus the London interbank offered rate (British Bankers Association) for three-month deposits in U.S. Dollars, which is displayed on Reuters page
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LIBOR01 (or any successor service or page for the purpose of displaying the London interbank offered rates of major banks, as determined by the Security Calculation Agent), as of 11:00 a.m., London time, on the day that is two London business days prior to the immediately preceding Monthly Valuation Date. London business day means each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which banking institutions in London generally are authorized or obligated by law, regulation or executive order to close and is also a day on which dealings in U.S. dollars are transacted in the London interbank market.
Payment at Maturity, Call, Redemption or Acceleration
The Securities do not guarantee any return of principal at, or prior to, maturity or call, or upon early redemption or acceleration. Instead, at maturity, you will receive a cash payment equal to (a) the product of (i) the Current Principal Amount and (ii) the Index Factor as of the last Index Business Day in the Final Measurement Period plus (b) the final Coupon Amount minus (c) the Accrued Tracking Fee as of the last Index Business Day in the Final Measurement Period, minus (d) the Accrued Financing Charges as of the last Index Business Day in the Final Measurement Period plus (e) the Stub Reference Distribution Amount as of the last Index Business Day in the Final Measurement Period, if any. We refer to this cash payment as the Cash Settlement Amount. If the amount calculated above is equal to or less than zero, the payment at maturity will be zero.
You may lose some or all of your investment at maturity. The combined negative effect of the Accrued Tracking Fee and Accrued Financing Charges will reduce your final payment. If the compounded leveraged monthly return of the Index is insufficient to offset the negative effect of the Accrued Tracking Fee and the Accrued Financing Charges over the relevant period you have held your Securities, less any Coupon Amounts, any Stub Reference Distribution Amount and/or Adjusted Coupon Amount, as applicable, or if the compounded leveraged monthly return of the Index is negative, you will lose some or all of your investment at maturity . See Specific Terms of the Securities Cash Settlement Amount at Maturity beginning on page S-54.
As a result of compounding, the performance of the Securities for periods greater than one month is likely to be either greater than or less than two times the performance of the Index, before accounting for the Accrued Tracking Fee and the Accrued Financing Charges.
In addition, as discussed below, because the Current Principal Amount is reset each month and is subject to the Accrued Tracking Fee and the Accrued Financing Charges, the Securities do not offer a return based on the simple performance of the Index from the Initial Settlement Date to the Maturity Date. Instead, the amount you receive at maturity or call, or upon early redemption or acceleration, will be contingent upon the compounded monthly performance of the Index during the term of the Securities, subject to the combined negative effect of the Accrued Tracking Fee and the Accrued Financing Charges. Accordingly, even if over the term of the Securities, the Index has demonstrated an overall beneficial performance ( i . e ., the Index increases), there is no guarantee that you will receive at maturity or call, or upon early redemption or acceleration, your initial investment back or any return on that investment. This is because the amount you receive at maturity or call, or upon an early redemption or acceleration, depends on how the Index has performed in each month on a compounded, leveraged basis prior to maturity or call, or upon an early redemption or acceleration, and consequently, how the Current Principal Amount has been reset in each month. In particular, significant adverse monthly performances for your Securities may not be offset by any beneficial monthly performances of the same magnitude.
The amount of your payment upon maturity, redemption, call or acceleration will depend, in part, upon the level of the Index. However, positive or negative monthly changes in the Index Closing Level or the Index Valuation Level will not solely determine the return on your Securities due to the combined effects of leverage, monthly compounding and any applicable fees and financing charges.
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Current Principal Amount: For the period from the Initial Settlement Date to July 31, 2015 (such period, the initial calendar month), the Current Principal Amount will equal $25.00 per Security. For each subsequent calendar month, the Current Principal Amount for each Security will be reset as follows on the Monthly Reset Date:
New Current Principal Amount = previous Current Principal Amount × Index Factor on the applicable
Monthly Valuation Date Accrued Financing Charges on the applicable Monthly Valuation Date
Index Factor: The Index Factor will be calculated as follows:
1 + (2 × Index Performance Ratio)
Index Performance Ratio : The Index Performance Ratio on any Index Business Day during the Final Measurement Period, the Acceleration Valuation Period or the Call Measurement Period, or on any Monthly Valuation Date or Redemption Valuation Date, as applicable, will be calculated as follows:
| Index Valuation Level Monthly Initial Closing Level |
|---|
| Monthly Initial Closing Level |
where the Monthly Initial Closing Level for the initial calendar month is 2347.11, the Index Closing Level on July 14, 2015. For each subsequent calendar month, the Monthly Initial Closing Level will equal the Index Closing Level on the Monthly Valuation Date for the previous calendar month.
The Final Measurement Period is the five Index Business Days from and including the Calculation Date, subject to adjustment as described under Specific Terms of the Securities Market Disruption Event beginning on page S-64.
The Index Valuation Level will equal the arithmetic mean of the Index Closing Levels measured on each Index Business Day during the applicable Measurement Period, or the Index Closing Level on any Monthly Valuation Date or Redemption Valuation Date, as determined by the Security Calculation Agent, provided that if the Redemption Valuation Date falls in any Measurement Period, for the purposes of calculating the Index Performance Ratio as of the Redemption Valuation Date, the Index Valuation Level on any date of determination during such Measurement Period shall equal (a) 1/5 times (b) (i) the sum of the Index Closing Levels on each Index Business Day from, and including, the Call Valuation Date, Acceleration Date or the Calculation Date, as applicable, to, but excluding, the date of determination, plus (ii) the number of Index Business Days from and including the date of determination to and including the last Index Business Day in such Measurement Period, times the Index Closing Level on such date of determination.
Measurement Period means the Final Measurement Period, Call Measurement Period or Acceleration Valuation Period, as applicable.
Annual Tracking Fees: As of any date of determination, an amount per Security equal to the product of (i) 0.95% per annum and (ii) the Current Indicative Value as of the immediately preceding Index Business Day. See Additional Key Terms below for a description of the manner in which Accrued Tracking Fees are calculated.
For a further description of how your payment at maturity or call, or upon early redemption or acceleration, will be calculated, see Specific Terms of the Securities Cash Settlement Amount at Maturity, Early Redemption at the Option of the Holders, UBSs Call Right and Acceleration upon Minimum Indicative Value or Intraday Index Value beginning on pages S-54, S-57, S-60 and S-62, respectively.
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How and why is the Current Principal Amount reset?
Initially, the Current Principal Amount is equal to $25 per Security. At the start of each subsequent calendar month, the Current Principal Amount is reset by applying the Index Factor to, and subtracting the Accrued Financing Charges for the immediately preceding month from, the previous Current Principal Amount.
For example, if for August the Current Principal Amount is $20 and the Index Factor is equal to 0.90, the Current Principal Amount for September will equal $20 times 0.90 minus the Accrued Financing Charges for August. Subsequently, the Index Factor and Accrued Financing Charges for September will be applied to the Current Principal Amount for September to derive the Current Principal Amount for October.
The Current Principal Amount is reset each calendar month to ensure that a consistent degree of leverage is applied to any performance of the Index. If the Current Principal Amount is reduced by an adverse monthly performance, the Index Factor of any further adverse monthly performance will lead to a smaller dollar loss when applied to that reduced Current Principal Amount than if the Current Principal Amount were not reduced. Equally, however, if the Current Principal Amount increases, the dollar amount lost for a certain level of adverse monthly performance will increase correspondingly.
Resetting the Current Principal Amount also means that the dollar amount which may be gained from any beneficial monthly performance will be contingent upon the Current Principal Amount. If the Current Principal Amount is above $25, then any beneficial monthly performance will result in a gain of a larger dollar amount than would be the case if the Current Principal amount were reduced below $25. Conversely, as the Current Principal Amount is reduced towards zero, the dollar amount to be gained from any beneficial monthly performance will decrease correspondingly.
See Specific Terms of the Securities Cash Settlement Amount at Maturity beginning on page S-54.
Coupon Amounts
For each Security you hold on the applicable Coupon Record Date, you may receive on each Coupon Payment Date an amount in cash equal to the difference between the Reference Distribution Amount, calculated as of the corresponding Coupon Valuation Date, and the Accrued Tracking Fee, calculated as of the corresponding Coupon Valuation Date (the Coupon Amount). To the extent the Reference Distribution Amount on a Coupon Valuation Date is less than the Accrued Tracking Fee on the corresponding Coupon Valuation Date, there will be no Coupon Amount payment made on the corresponding Coupon Payment Date, and an amount equal to the difference between the Accrued Tracking Fee and the Reference Distribution Amount (the Tracking Fee Shortfall) will be included in the Accrued Tracking Fee for the next Coupon Valuation Date. This process will be repeated to the extent necessary until the Reference Distribution Amount for a Coupon Valuation Date is greater than the Accrued Tracking Fee for the corresponding Coupon Valuation Date. If there is a Tracking Fee Shortfall as of the last Coupon Valuation Date, that amount will be taken into account in determining the Cash Settlement Amount. See Specific Terms of the Securities Coupon Payment beginning on page S-52.
Early Redemption
You may elect to require UBS to redeem your Securities, in whole or in part, prior to the Maturity Date on any Index Business Day commencing on July 23, 2015 through and including the final Redemption Date, subject to a minimum redemption amount of at least 50,000 Securities. UBS reserves the right from time to time to waive this minimum redemption amount in its sole discretion on a case-by-case basis.
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You should not assume you will be entitled to the benefit of any such waiver. If you redeem your Securities, you will receive a cash payment equal to the Redemption Amount, as defined below. You must comply with the redemption procedures described below in order to redeem your Securities. To satisfy the minimum redemption amount, your broker or other financial intermediary may bundle your Securities for redemption with those of other investors to reach this minimum amount of 50,000 Securities
Upon early redemption, you will receive per Security a cash payment on the relevant Redemption Date equal to (a) the product of (i) the Current Principal Amount and (ii) the Index Factor as of the Redemption Valuation Date plus (b) the Coupon Amount with respect to the Coupon Valuation Date immediately preceding the Redemption Valuation Date if on the Redemption Valuation Date the Coupon Ex-Date with respect to such Coupon Amount has not yet occurred, plus (c) the Adjusted Coupon Amount, if any, minus (d) the Adjusted Tracking Fee Shortfall, if any, as of the Redemption Valuation Date, minus (e) the Accrued Financing Charges as of the Redemption Valuation Date minus (f) the Redemption Fee Amount. We refer to this cash payment as the Redemption Amount.
We reserve the right from time to time to waive the Redemption Fee Amount in our sole discretion and on a case-by-case basis. There can be no assurance that we will elect to waive this fee and you should not assume you will be entitled to such fee waiver.
For purposes of calculating the Redemption Amount, either the Adjusted Coupon Amount will be included or the Adjusted Tracking Fee Shortfall will be subtracted, but not both. If the amount calculated above is equal to or less than zero, the payment upon early redemption will be zero. The combined negative effect of the Accrued Tracking Fee, Accrued Financing Charges and Redemption Fee Amount will reduce your Redemption Amount. If the compounded leveraged monthly return of the Index is insufficient to offset the negative effect of the applicable fees and financing charges (less any Coupon Amounts and/or Adjusted Coupon Amounts), or if the compounded leveraged monthly return of the Index is negative, you will lose some or all of your investment upon early redemption. See Specific Terms of the Securities Early Redemption at the Option of the Holders beginning on page S-57 and Redemption Procedures beginning on page S-59.
Redemption Valuation Date: The first Index Business Day following the date that a redemption notice and redemption confirmation, each as described under Specific Terms of the Securities Early Redemption at the Option of the Holders Redemption Requirements, are delivered. Any applicable Redemption Valuation Date is subject to adjustment as described under Specific Terms of the Securities Market Disruption Event.
Adjusted Coupon Amount : With respect to any applicable Redemption Valuation Date or Call Valuation Date, as applicable, a coupon payment, if any, in an amount in cash equal to the difference between the Adjusted Reference Distribution Amount, calculated as of the applicable Redemption Valuation Date or Call Valuation Date, as applicable, and the Adjusted Tracking Fee, calculated as of such Redemption Valuation Date or Call Valuation Date, to the extent that the Adjusted Reference Distribution Amount, calculated as of such Redemption Valuation Date or Call Valuation Date, is greater than or equal to the Adjusted Tracking Fee, calculated as of such Redemption Valuation Date or Call Valuation Date.
Redemption Procedures
To redeem your Securities prior to the Maturity Date, you must instruct your broker to deliver a redemption notice to UBS by email no later than 12:00 p.m. (New York City time) on the Index Business Day on which you elect to exercise your redemption right and you and your broker must follow the procedures described herein. If you fail to comply with these procedures, your notice will be deemed ineffective. See also Description of the Debt Securities We May Offer Redemption and Payment in the accompanying prospectus.
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UBSs Call Right
On any Business Day on or after July 18, 2016 through and including the Maturity Date (the Call Settlement Date), UBS may at its option redeem all, but not less than all, issued and outstanding Securities. To exercise its Call Right, UBS must provide notice to the holders of the Securities not less than eighteen calendar days prior to the Call Settlement Date specified by UBS. In the event UBS exercises this right, you will receive a cash payment equal to (a) the product of (i) the Current Principal Amount and (ii) the Index Factor as of the last Index Business Day in the Call Measurement Period plus (b) the Coupon Amount with respect to the Coupon Valuation Date immediately preceding the Call Valuation Date if on the last Index Business Day in the Call Measurement Period the Coupon Ex-Date with respect to such Coupon Amount has not yet occurred, plus (c) the Adjusted Coupon Amount, if any, minus (d) the Accrued Tracking Fee as of the last Index Business Day in the Call Measurement Period, minus (e) the Accrued Financing Charges as of the last Index Business Day in the Call Measurement Period plus (f) the Stub Reference Distribution Amount as of the last Index Business Day in the Call Measurement Period, if any. We refer to this cash payment as the Call Settlement Amount. If UBS issues a call notice on any calendar day, the Call Valuation Date will be the last Business Day of the week following the week in which the call notice is issued, generally Friday, subject to a minimum five calendar day period commencing on the date of the issuance of the call notice and ending on the related Call Valuation Date. If UBS issues a call notice on a Friday, the related Call Valuation Date will fall on the following Friday. The Call Settlement Date will be the third Business Day following the last Index Business Day in the Call Measurement Period.
Call Measurement Period : The five Index Business Days from and including the Call Valuation Date, subject to adjustment as described under Specific Terms of the Securities Market Disruption Event.
Acceleration Upon Minimum Indicative Value or Intraday Index Value
If, at any time, (1) the indicative value on any Index Business Day equals $5.00 or less or (2) the intraday index value on any Index Business Day decreases 30% from the most recent Monthly Initial Closing Level (each such day, an Acceleration Date), all issued and outstanding Securities will be automatically accelerated and mandatorily redeemed by UBS (even if the indicative value would later exceed $5.00 or the intraday index value would increase from the -30% level on such Acceleration Date or any subsequent Index Business Day) for a cash payment equal to the Acceleration Amount.
Acceleration Amount: The Acceleration Amount will equal (a) the product of (i) the Current Principal Amount and (ii) the Index Factor as of the last Index Business Day in the Acceleration Valuation Period plus (b) the Coupon Amount with respect to the Coupon Valuation Date immediately preceding the Acceleration Date if on the last Index Business Day in the Acceleration Valuation Period the Coupon Ex-Date with respect to such Coupon Amount has not yet occurred, plus (c) the Adjusted Coupon Amount, if any, minus (d) the Accrued Tracking Fee as of the last Index Business Day in the Acceleration Valuation Period, minus (e) the Accrued Financing Charges as of the last Index Business Day in the Acceleration Valuation Period plus (f) the Stub Reference Distribution Amount as of the last Index Business Day in the Acceleration Valuation Period, if any.
If the minimum indicative value or intraday index value threshold has been breached, you will receive on the Acceleration Settlement Date only the Acceleration Amount in respect of your investment in the Securities. The Acceleration Settlement Date will be the third Business Day following the last Index Business Day of the Acceleration Valuation Period. The Acceleration Valuation Period will be the five Index Business Days from but excluding the Acceleration Date, subject to adjustment as described under Specific Terms of the Securities Market Disruption Event. UBS must provide notice to the holders of the Securities that the minimum indicative value or intraday index value threshold has been breached not less than five calendar days prior to the Acceleration Settlement Date. For a detailed description of how the intraday indicative value of the Securities is calculated see Valuation of the Index and the Securities Intraday Security Values.
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Additional Key Terms
| Annual Tracking Fee: | As of any date of determination, an amount per Security equal to the product of (i) 0.95% per annum and (ii) the Current Indicative Value as of the immediately preceding
Index Business Day. |
| --- | --- |
| Accrued Tracking Fee: | (1) The Accrued Tracking Fee with respect to the first Coupon Valuation
Date is an amount equal to the product of (a) the Annual Tracking Fee as of the first Coupon Valuation Date and (b) a fraction, the numerator of which is the total number of calendar days from and
excluding the Initial Trade Date to and including the first Coupon Valuation Date, and the denominator of which is 365. (2) The Accrued Tracking Fee with respect to any Coupon Valuation Date other than the
first Coupon Valuation Date is an amount equal to (a) the product of (i) the Annual Tracking Fee as of such Coupon Valuation Date and (ii) a fraction, the numerator of which is the total number of calendar days from and excluding
the immediately preceding Coupon Valuation Date to and including such Coupon Valuation Date, and the denominator of which is 365, plus (b) the Tracking Fee Shortfall as of the immediately preceding Coupon Valuation Date, if
any. See Specific Terms of the Securities Coupon
Payment beginning on page S-52. (3) The Accrued Tracking Fee as of the last Index Business Day in the Final Measurement Period is an amount equal to (a) the product of
(i) the Annual Tracking Fee calculated as of the last Index Business Day in the Final Measurement Period and (ii) a fraction, the numerator of which is the total number of calendar days from and excluding the Calculation Date to and including the
last Index Business Day in the Final Measurement Period, and the denominator of which is 365, plus (b) the Tracking Fee Shortfall as of the last Coupon Valuation Date, if any. See Specific Terms of the Securities Cash Settlement Amount at
Maturity beginning on page S-54. (4) The Accrued Tracking Fee as of the last Index Business Day in the Call Measurement Period is an amount equal to (a) the product of
(i) the Annual Tracking Fee calculated as of the last Index Business Day in the Call Measurement Period and (ii) a fraction, the numerator of which is the total number of calendar days from and excluding the Call Valuation Date to and including the
last Index Business Day in the Call Measurement Period, and the denominator of which is 365, plus (b) the Adjusted Tracking Fee Shortfall, if
any. |
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| | See Specific Terms of the Securities UBSs
Call Right beginning on page S-60. (5) The Accrued Tracking Fee as of the last Index Business Day in the Acceleration Valuation Period is an amount equal to (a) the product of
(i) the Annual Tracking Fee calculated as of the last Index Business Day in the Acceleration Valuation Period and (ii) a fraction, the numerator of which is the total number of calendar days from and excluding the Acceleration Date to and including
the last Index Business Day in the Acceleration Measurement Period, and the denominator of which is 365, plus (b) the Adjusted Tracking Fee Shortfall, if any. See Specific Terms of the Securities Acceleration upon Minimum
Indicative Value or Intraday Index Value beginning on page S-62. |
| --- | --- |
| Adjusted Reference Distribution Amount: | As of any Redemption Valuation Date, the Call Valuation Date or the Acceleration Date, as applicable, an amount equal to the gross cash distributions that a Reference Holder would
have been entitled to receive in respect of the Index Constituent Securities held by such Reference Holder on the record date with respect to any Index Constituent Security for those cash distributions whose ex-dividend date
occurs during the period from and excluding the immediately preceding Coupon Valuation Date (or if the Redemption Valuation Date occurs prior to the first Coupon Valuation Date, the period from and excluding the Initial Trade Date) to and including
such Redemption Valuation Date, the Call Valuation Date or the Acceleration Date. |
| Adjusted Tracking Fee: | As of any Redemption Valuation Date, the Call Valuation Date, or the Acceleration Date, as applicable, an amount equal to (a) the Tracking Fee Shortfall as of the immediately
preceding Coupon Valuation Date plus (b) the product of (i) the Annual Tracking Fee as of such Redemption Valuation Date, or the Call Valuation Date or the Acceleration Date, and (ii) a fraction, the numerator of which is the total number of
calendar days from and excluding the immediately preceding Coupon Valuation Date (or if the Redemption Valuation Date occurs prior to the first Coupon Valuation Date, the period from and excluding the Initial Trade Date) to and including such
Redemption Valuation Date, or the Call Valuation Date or the Acceleration Date, and the denominator of which is 365. |
| Adjusted Tracking Fee Shortfall: | To the extent that the Adjusted Reference Distribution Amount, calculated on any Redemption Valuation Date, or the Call Valuation Date or the Acceleration Date, as applicable, is
less than the Adjusted Tracking Fee, calculated on such Redemption Valuation Date, or the Call Valuation Date or the Acceleration Date, the difference between the Adjusted Tracking Fee and the Adjusted Reference Distribution Amount. |
| Reference Distribution Amount: | (i) As of the first Coupon Valuation Date, an amount equal to the gross cash distributions that a Reference Holder would have been entitled to receive in respect of the Index
Constituent Securities held by such Reference Holder on the record date with respect to any Index Constituent Security for those cash distributions whose ex-dividend
date |
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| | occurs during the period from and excluding the Initial Trade Date to and including the first Coupon Valuation Date; and (ii) as of any other Coupon Valuation Date, an amount equal
to the gross cash distributions that a Reference Holder would have been entitled to receive in respect of the Index Constituent Securities held by such Reference Holder on the record date with respect to any Index Constituent Security
for those cash distributions whose ex-dividend date occurs during the period from and excluding the immediately preceding Coupon Valuation Date to and including such Coupon Valuation Date. Notwithstanding the foregoing, with respect to
cash distributions for an Index Constituent Security which is scheduled to be paid prior to the applicable Coupon Ex-Date, if, and only if, the issuer of such Index Constituent Security fails to pay the distribution to holders of such Index
Constituent Security by the scheduled payment date for such distribution, such distribution will be assumed to be zero for the purposes of calculating the applicable Reference Distribution Amount. |
| --- | --- |
| | See Specific Terms of the Securities Early Redemption at the Option of the Holders beginning on page S-57 and UBSs Call Right
beginning on page S-60. |
| Coupon Valuation Date: | The 30 th of March, June, September and December of each calendar year during the term of the Securities or if such date is not an Index Business Day, then the first Index Business Day following such date,
provided that the final Coupon Valuation Date will be the Calculation Date. The first Coupon Valuation Date will be September 30, 2015. |
| Current Indicative Value: | As determined by the Security Calculation Agent as of any date of determination, an amount per Security, equal to |
| | ● |
| Index Divisor: | As of any date of determination, the divisor used by the Index Calculation Agent to calculate the level of the Index, as further described under S&P MLP Index
Index Equations. |
| Index Calculation Agent: | S&P Dow Jones Indices LLC, a division of the McGraw-Hill Companies, Inc. (SPDJI) |
Selected Risk Considerations
An investment in the Securities involves risks. Selected risks are summarized here, but we urge you to read the more detailed explanation of risks described under Risk Factors beginning on page S-22.
Ø You may lose some or all of your investment The Securities do not guarantee any return on your initial investment. The Securities are exposed to two times any monthly decline in the level of the Index. The combined negative effect of the Accrued Tracking Fee, Accrued Financing Charges and Redemption Fee Amount, if applicable, will reduce your final payment. If the compounded leveraged monthly return of the Index is insufficient to offset the negative effect of the Accrued Tracking Fee and the Accrued Financing Charges over the relevant period you have held your Securities, and Redemption Fee Amount, if applicable, less any Coupon Amounts, any Stub Reference Distribution Amount and/or Adjusted Coupon Amount, as applicable, or if the compounded leveraged monthly return of the Index is negative, you will lose some or all of your investment at maturity, call, acceleration or upon early redemption.
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Ø Correlation and compounding Risk A number of factors may affect the Securitys ability to achieve a high degree of correlation with the performance of the Index, and there can be no guarantee that the Security will achieve a high degree of correlation. Because the Current Principal Amount is reset monthly, you will be exposed to compounding of monthly returns. As a result, the performance of the Securities for periods greater than one month is likely to be either greater than or less than the Index performance times the leverage factor of two, before accounting for Accrued Tracking Fees and Accrued Financial Charges, and the Redemption Fee Amount, if any. In particular, significant adverse monthly performances of your Securities may not be offset by subsequent beneficial monthly performances of equal magnitude.
Ø Leverage risk The Securities are two times leveraged long with respect to the Index, which means that you will benefit two times from any beneficial, but will be exposed to two times any adverse, monthly performance of the Index, before the combined negative effect of the Accrued Tracking Fee, the Accrued Financing Charges and Redemption Fee Amount, if any.
Ø Market risk The return on the Securities, which may be positive or negative, is linked to the compounded leveraged monthly return on the Index. The return on the Index is measured by the Index Performance Ratio, which, in turn, is affected by a variety of market and economic factors, interest rates in the markets and economic, financial, political, regulatory, judicial or other events that affect the markets generally.
Ø Credit of issuer The Securities are senior 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 payment at maturity, upon early redemption, call or acceleration, depends on the ability of UBS to satisfy its obligations as they come due. As a result, the actual and perceived creditworthiness of UBS will affect the market value, if any, of the Securities prior to maturity, call, acceleration or early redemption. In addition, 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.
Ø Potential over-concentration in a particular industry There is only one industry energy related to the Index Constituents. An investment in the Securities will increase your portfolios exposure to fluctuations in the energy industry.
Ø You are not guaranteed a coupon payment You will not receive a coupon payment on a Coupon Payment Date if the Reference Distribution Amount is less than the Accrued Tracking Fee. Similarly, you will not receive a coupon payment on a Redemption Date, the Call Settlement Date or the Acceleration Settlement Date if the Adjusted Reference Distribution Amount is less than the Adjusted Tracking Fee, and in the case of a redemption, the Redemption Fee Amount. Because the amount of any Coupon Amount is uncertain and could be zero, you should not expect to receive regular periodic coupon payments.
Ø A trading market for the Securities may not develop Although the Securities are listed on NYSE Arca, a trading market for the Securities may not develop. Certain affiliates of UBS may engage in limited purchase and resale transactions in the Securities, although they are not required to and may stop at any time. We are not required to maintain any listing of the Securities on NYSE Arca or any other exchange. In addition, we are not obliged to, and may not, sell the full aggregate principal amount of the Securities. We may suspend or cease sales of the Securities at any time, at our discretion.
Ø Requirements upon early redemption You must satisfy the requirements described herein for your redemption request to be considered, including the minimum redemption amount of at least 50,000 Securities, unless we determine otherwise or your broker or other financial intermediary bundles your Securities for redemption with those of other investors to reach this minimum requirement. In addition, the payment you receive upon early redemption will be reduced by the Redemption Fee
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Amount. While UBS reserves the right to waive the minimum redemption amount or the Redemption Fee Amount from time to time in its sole discretion, there can be no assurance that UBS will choose to waive any redemption requirements or fees or that any holder of the Securities will benefit from UBSs election to do so.
Ø Your redemption election is irrevocable You will not be able to rescind your election to redeem your Securities after your redemption notice is received by UBS. Accordingly, you will be exposed to market risk in the event market conditions change after UBS receives your offer and the Redemption Amount is determined on the Redemption Valuation Date.
Ø Potential automatic acceleration In the event the indicative value of the Securities is equal to $5.00 or less on any Index Business Day or the intraday index value on any Index Business Day decreases 30% from the most recent Monthly Initial Closing Level, the Securities will be automatically accelerated and mandatorily redeemed by UBS and you will receive a cash payment equal to the Acceleration Amount as determined during the Acceleration Valuation Period. The Acceleration Amount you receive on the Acceleration Settlement Date may be significantly less than $5.00 per Security and may be zero if the level of the Index continues to decrease during trading on one or more Index Business Days during the Acceleration Valuation Period as measured by the Index Performance Ratio on one or more Index Business Days during the Acceleration Valuation Period.
Ø Uncertain tax treatment Significant aspects of the tax treatment of the Securities are uncertain. You should consult your own tax advisor about your own tax situation.
Ø UBSs Call Right UBS may elect to redeem all outstanding Securities at any time on or after July 18, 2016, as described under Specific Terms of the Securities UBSs Call Right beginning on page S-60. If UBS exercises its Call Right, the Call Settlement Amount may be less than your initial investment in the Securities.
The Securities may be a suitable investment for you if:
Ø You seek an investment with a return linked to two times the monthly performance of the Index, which will provide exposure to energy MLPs and LLCs, and Coupon Amounts which are dependent on distributions made with respect to the Index Constituent Securities.
Ø You understand (i) leverage risk, including the risks inherent in maintaining a constant two times leverage on a monthly basis, and (ii) the consequences of seeking monthly leveraged investment results generally, and you intend to actively monitor and manage your investment.
Ø You believe the compounded leveraged monthly return of the Index and the Coupon Amounts will be sufficient to offset the combined negative effect of the applicable fees built into the calculation of your payment at maturity or call or upon early redemption or acceleration.
Ø You are willing to accept the risk that you may lose some or all of your investment.
Ø You are willing to hold securities that may be redeemed early by UBS, pursuant to the UBS Call Right, on or after July 18, 2016.
Ø You are willing to hold securities that have a long-term maturity (30 years).
Ø You are willing to receive a lower amount of distributions than you would if you owned interests in the Index Constituents directly.
Ø You are willing to accept the risk of fluctuations in the energy industry, in general, and the risks inherent in a concentrated investment in energy MLPs and LLCs, in particular.
Ø You are willing to accept the risk that the price at which you are able to sell the Securities may be significantly less than the amount you invested.
Ø You seek current income from your investment.
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Ø You are not seeking an investment for which there will be an active secondary market.
Ø You are comfortable with the creditworthiness of UBS, as issuer of the Securities.
The Securities may not be a suitable investment for you if:
Ø You do not seek an investment with a return linked to two times the monthly performance of the Index, which will provide exposure to energy MLPs and LLCs, and Coupon Amounts which are dependent on distributions made with respect to the Index Constituent Securities.
Ø You do not understand (i) leverage risk, including the risks inherent in maintaining a constant two times leverage on a monthly basis, and (ii) the consequences of seeking monthly leveraged investment results generally, and you do not intend to actively monitor and manage your investment.
Ø You believe that the compounded leveraged monthly return of the Index will be negative during the term of the Securities or the compounded leveraged monthly return will not be sufficient to offset the combined negative effect of the applicable fees built into the calculation of the payment at maturity.
Ø You are not willing to accept the risk that you may lose some or all of your investment.
Ø You are not willing to hold securities that may be redeemed early by UBS, pursuant to the UBS Call Right, on or after July 18, 2016.
Ø You are not willing to hold securities that have a long-term maturity (30 years).
Ø You are not willing to be exposed to the risk of fluctuations in the energy prices, in general, and the risks inherent in a concentrated investment in energy MLPs and LLCs, in particular.
Ø You are not willing to accept the risk that the price at which you are able to sell the Securities may be significantly less than the amount you invested.
Ø You prefer the lower risk and therefore accept the potentially lower returns of fixed-income investments with comparable maturities and credit ratings.
Ø You seek an investment for which there will be an active secondary market.
Ø You are not comfortable with the creditworthiness of UBS, as issuer of the Securities.
Who calculates and publishes the Index?
The level of the Index is calculated by the Index Sponsor and disseminated by the NYSE approximately every fifteen seconds (assuming the level of the Index has changed within such fifteen-second interval) from 9:30 a.m. to 4:30 p.m., New York City time, and a daily Index level is published at approximately 5:00 p.m., New York City time, on each Exchange Business Day. Index information, including the Index level, is available from the NYSE and Bloomberg L.P. (Bloomberg) under the symbol SPMLP. Index levels can also be obtained from the official website of SPDJI, www.spdji.com. The historical performance of the Index is not indicative of the future performance of the Index or the level of the Index on the Final Valuation Date or applicable Redemption Valuation Date or Call Valuation Date, as the case may be.
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 Material U.S. Federal Income Tax Consequences on page S-71.
Pursuant to the terms of the Securities, you and we agree, in the absence of a statutory, regulatory, administrative or judicial ruling to the contrary, to characterize the Securities as a coupon-bearing
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pre-paid forward contract with respect to the Index. In addition, you and we agree, in the absence of a statutory, regulatory, administrative or judicial ruling to the contrary, to treat the Coupon Amount (including amounts received upon the sale, exchange, redemption or maturity of the Securities in respect of accrued but unpaid Coupon Amounts) and the Stub Reference Distribution Amount, if any, as amounts that should be included in ordinary income for tax purposes at the time such amounts accrue or are received, in accordance with your regular method of tax accounting for tax purposes. You will be required to treat the Coupon Amounts and the Stub Reference Distribution Amount, if any, in such a manner despite the fact that (i) a portion of the such amounts may be attributable to distributions on the Index Constituent Securities that are not attributable to income allocations or that are attributable to allocations of long-term capital gain which is currently subject to tax at tax rates more favorable than ordinary income and (ii) there may be other possible treatments of such amounts that would be more advantageous to holders of Securities. If your Securities are so treated (and subject to the discussion below regarding the application of Section 1260 of the Internal Revenue Code of 1986, as amended (the Code)), you should generally recognize capital gain or loss upon the sale, exchange, redemption or maturity of your Securities in an amount equal to the difference between the amount realized (other than any amount attributable to the Coupon Amounts and the Stub Reference Distribution Amount, if any, which will be treated as ordinary income) and the amount you paid for your Securities. Such gain or loss should generally be long-term capital gain or loss if you held your Securities for more than one year.
In the opinion of our counsel, Sullivan & Cromwell LLP, the Securities should be treated in the manner described above. However, because there is no authority that specifically addresses the tax treatment of the Securities, it is possible that the Securities could be treated for tax purposes in an alternative manner described under Material U.S. Federal Income Tax Consequences on page S-71.
It is possible that your Securities could be treated as a constructive ownership transaction which would be subject to the constructive ownership rules of Section 1260 of the Code. Under Section 1260 of the Code, special tax rules apply to an investor that enters into a constructive ownership transaction with respect to an equity interest in a pass-thru entity. For this purpose, (i) a constructive ownership transaction includes entering into a forward contract with respect to a pass-thru entity, and (ii) an entity that is treated as a partnership for tax purposes is considered to be a pass-thru entity. We understand that the Index is currently primarily composed of entities that are treated as partnerships for tax purposes. It is not entirely clear how Section 1260 of the Code applies in the case of an index that primarily references pass-thru entities like the Index. Although the matter is not free from doubt, it is likely that Section 1260 of the Code should also apply to the portion of your return on the Securities that is determined by reference to the Index Constituents that are pass-thru entities (the Pass-Thru Index Constituents). If such portion of your Securities is subject to Section 1260 of the Code, then any long-term capital gain that you realize upon the sale, exchange, redemption or maturity of your Securities that is attributable to the Pass-Thru Index Constituents would be recharacterized as ordinary income (and you would be subject to an interest charge on the deferred tax liability with respect to such capital gain) to the extent that such capital gain exceeds the amount of long-term capital gain that you would have realized had you purchased an actual interest in the Pass-Thru Index Constituents (in an amount equal to the leveraged notional amount of the Pass-Thru Index Constituents that are referenced by the Securities) on the date that you purchased your Securities and sold your interest in the Pass-Thru Index Constituents on the date of the sale, exchange, redemption or maturity of the Securities (the Excess Gain Amount). If your Securities are subject to these rules, the Excess Gain Amount will be presumed to be equal to all of the gain that you recognized in respect of the Securities that is attributable to the Pass-Thru Index Constituents (in which case all of such gain would be recharacterized as ordinary income that is subject to an interest charge) unless you provide clear and convincing evidence to the contrary. You should review the discussion of Section 1260 on page S-72 and are urged consult your own tax advisor regarding the potential application of these rules.
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The Internal Revenue Service (the IRS) released a notice in 2007 that may affect the taxation of holders of the Securities. According to the notice, the IRS and the Treasury Department are actively considering, among other things, whether holders of instruments such as the Securities should be required to accrue ordinary income on a current basis (possibly in excess of the Coupon Amounts), whether gain or loss upon the sale, exchange, redemption or maturity of such instruments should be treated as ordinary or capital, whether foreign holders of such instruments should be subject to withholding tax, and whether the special constructive ownership rules of Section 1260 of the Code should be applied to such instruments. Similarly, the IRS and the Treasury Department have current projects open with regard to the tax treatment of pre-paid forward contracts and contingent notional principal contracts. While it is impossible to anticipate how any ultimate guidance would affect the tax treatment of instruments such as the Securities (and while any such guidance may be issued on a prospective basis only), such guidance could be applied retroactively and could in any case increase the likelihood that you will be required to accrue income (possibly in excess of the Coupon Amounts) over the term of an instrument such as the Securities. The outcome of this process is uncertain.
Furthermore, in 2007, legislation was introduced in Congress that, if enacted, would have required holders of the Securities purchased after the bill was enacted to accrue interest income over the term of the Securities in an amount that could exceed the Coupon Amounts that are paid on the Securities. It is not possible to predict whether a similar or identical bill will be enacted in the future and whether any such bill would affect the tax treatment of your Securities.
Holders are urged to consult their tax advisors concerning the significance and the potential impact of the above considerations. We intend to treat your Securities for United States federal income tax purposes in accordance with the treatment described above and under Material U.S. Federal Income Tax Consequences on page S-71 unless and until such time as there is a change in law or the Treasury Department and IRS determines that some other treatment is more appropriate.
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 the 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, 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. 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.
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Hypothetical Examples
Hypothetical Coupon Amount Calculation
The following table illustrates the hypothetical Coupon Amount payable on each Annual Coupon Payment Date over a hypothetical period of five quarters. Each of the hypothetical Coupon Amounts set forth below is for illustrative purposes only and may not be the actual Coupon Amount payable to a purchaser of the Securities on any Coupon Payment Date. The actual Coupon Amount payable on any Coupon Payment Date will be determined by reference to the Reference Distribution Amount calculated as of the corresponding Coupon Valuation Date and the Accrued Tracking Fee (including any Tracking Fee Shortfall) calculated as of the corresponding Coupon Valuation Date and may be substantially different from any amounts set forth below. The numbers appearing in the following table and examples have been rounded for ease of analysis. You may not be paid, and are not guaranteed, a Coupon Amount during the term of the Securities.
| Quarter — Quarter 1 | 25.15 | 0.9528 | 0.0589 | 0.0589 | 0.8939 | 0 |
|---|---|---|---|---|---|---|
| Quarter 2 | 24.50 | 0.6512 | 0.0574 | 0.0574 | 0.5938 | 0 |
| Quarter 3 | 25.75 | 0.0000 | 0.0603 | 0.0603 | 0.0000 | 0.0603 |
| Quarter 4 | 25.00 | 0.0330 | 0.0586 | 0.1189 | 0.0000 | 0.0859 |
| Quarter 5 | 26.05 | 1.0152 | 0.0610 | 0.1469 | 0.8683 | 0 |
- Assuming that the total number of calendar days in each quarter is 90.
For additional information and key terms related to the Coupon Amount, please see Specific Terms of the Securities Coupon Payment.
Hypothetical Payment at Maturity Call or Acceleration, or upon Early Redemption
The following examples illustrate how the Securities would perform at maturity or call, or upon early redemption, in hypothetical circumstances. We have included examples in which the Index Closing Level increases at a constant rate of 1.25% per month for twelve months (Example 1), as well as examples in which the Index Closing Level decreases at a constant rate of 1.25% per month for twelve months (Example 2). In addition, Example 3 shows the Index Closing Level increasing by 1.25% per month for the first six months and then decreasing by 1.25% per month for the next 6 months, whereas Example 4 shows the reverse scenario of the Index Closing Level decreasing by 1.25% per month for the first six months, and then increasing by 1.25% per month for the next six months. For ease of analysis and presentation, the following examples assume that the term of the Securities is twelve months, no Coupon Amount was paid during the term of the Securities, the Reference Distribution Amount for each applicable period is zero, no Stub Reference Distribution Amount will be paid at maturity or call and no Adjusted Coupon Amount will be paid upon call or early redemption, and that no acceleration upon minimum indicative value or intraday index value has occurred. The Financing Rate is assumed to be 1.300%. These examples highlight the effect of the two times leverage and monthly compounding, and the impact of the Accrued Tracking Fee and Accrued Financing Charges on the payment at maturity or
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Hypothetical Examples
call, or upon early redemption, under different circumstances. Because the Accrued Tracking Fee and Accrued Financing Charges take into account the performance of the Index, as measured by the Index Closing Level, the absolute level of the Accrued Tracking Fee and Accrued Financing Charges are dependent on the path taken by the Index Closing Level to arrive at its ending level. The figures in these examples have been rounded for convenience. The Cash Settlement Amount figures for month twelve are as of the hypothetical Calculation Date, and given the indicated assumptions, a holder will receive payment at maturity or call, or upon early redemption, in the indicated amount, according to the indicated formula.
Example 1
Assumptions:
| Annual Tracking Fee:* | 0.95% |
|---|---|
| Financing Rate: | 1.300% |
| Denomination/Face Amount: | $25.00 |
| Initial Index Level: | 490.00 |
| Redemption Fee Amount: | 0.10% |
| Month End | Index Closing Level** | Index Performance Ratio | Index Factor | Accrued Financing Charges* | Current Principal Amount | Annual Tracking Fee for the Applicable Year | Accrued Tracking Fee | Cash Settlement Amount/ Call Settlement Amount | Redemption Amount |
|---|---|---|---|---|---|---|---|---|---|
| A | B | C | D | E | F | G | H | I | J |
| ((Index Valuation Level - Monthly | |||||||||
| Initial Closing Level) / Monthly Initial Closing Level) | 1 + (2 x C) | (Current Principal Amount x Financing Rate x Act/360) | (previous Current Principal Amount x D - E) | (C x Annual Tracking Fee) | (Cumulative Total of G) | (F - H) | (I - Redemption Fee Amount) | ||
| 1 | 2328.75 | 0.0125 | 1.025 | 0.0271 | $ 25.60 | $ 0.0200 | $ 0.0200 | $ 25.58 | $ 25.55 |
| 2 | 2357.86 | 0.0125 | 1.025 | 0.0277 | $ 26.21 | $ 0.0205 | $ 0.0405 | $ 26.17 | $ 26.14 |
| 3 | 2387.33 | 0.0125 | 1.025 | 0.0284 | $ 26.84 | $ 0.0210 | $ 0.0614 | $ 26.78 | $ 26.75 |
| 4 | 2417.17 | 0.0125 | 1.025 | 0.0291 | $ 27.48 | $ 0.0215 | $ 0.0829 | $ 27.40 | $ 27.37 |
| 5 | 2447.39 | 0.0125 | 1.025 | 0.0298 | $ 28.14 | $ 0.0220 | $ 0.1048 | $ 28.03 | $ 28.00 |
| 6 | 2477.98 | 0.0125 | 1.025 | 0.0305 | $ 28.81 | $ 0.0225 | $ 0.1273 | $ 28.68 | $ 28.65 |
| 7 | 2508.96 | 0.0125 | 1.025 | 0.0312 | $ 29.50 | $ 0.0230 | $ 0.1504 | $ 29.35 | $ 29.32 |
| 8 | 2540.32 | 0.0125 | 1.025 | 0.0320 | $ 30.20 | $ 0.0236 | $ 0.1739 | $ 30.03 | $ 30.00 |
| 9 | 2572.07 | 0.0125 | 1.025 | 0.0327 | $ 30.93 | $ 0.0241 | $ 0.1981 | $ 30.73 | $ 30.70 |
| 10 | 2604.22 | 0.0125 | 1.025 | 0.0335 | $ 31.67 | $ 0.0247 | $ 0.2228 | $ 31.44 | $ 31.41 |
| 11 | 2636.78 | 0.0125 | 1.025 | 0.0343 | $ 32.42 | $ 0.0253 | $ 0.2481 | $ 32.17 | $ 32.14 |
| 12 | 2669.74 | 0.0125 | 1.025 | 0.0351 | $ 33.20 | $ 0.0259 | $ 0.2741 | $ 32.92 | $ 32.89 |
| Cumulative Index Return | 16.08% | ||||||||
| Return on Securities | 31.57% |
- The Annual Tracking Fee is calculated on an actual/365 basis and the Accrued Financing Charges are calculated on an actual/360 basis. However, 30 day months are assumed for the above calculations.
** The Index Closing Level is also: (i) the Monthly Initial Closing Level for the following month; and (ii) the Index Valuation Level for calculating the Call Settlement Amount, the Redemption Amount and the Cash Settlement Amount.
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Hypothetical Examples
Example 2
Assumptions:
| Annual Tracking Fee:* | 0.95% |
|---|---|
| Financing Rate: | 1.300% |
| Denomination/Face Amount: | $25.00 |
| Initial Index Level: | 490.00 |
| Redemption Fee Amount: | 0.10% |
| Month End | Index Closing Level** | Index Performance Ratio | Index Factor | Accrued Financing Charges* | Current Principal Amount | Annual Tracking Fee for the Applicable Year | Accrued Tracking Fee | Cash Settlement Amount/ Call Settlement Amount | Redemption Amount |
|---|---|---|---|---|---|---|---|---|---|
| A | B | C | D | E | F | G | H | I | J |
| ((Index Valuation Level - Monthly | |||||||||
| Initial Closing Level) / Monthly Initial Closing Level) | 1 + (2 x C) | (Current Principal Amount x Financing Rate x Act/360) | (previous Current Principal Amount x D - E) | (C x Annual Tracking Fee) | (Cumulative Total of G) | (F - H) | (I - Redemption Fee Amount) | ||
| 1 | 2271.25 | -0.0125 | 0.975 | 0.0271 | $ 24.35 | $ 0.0190 | $ 0.0190 | $ 24.33 | $ 24.30 |
| 2 | 2242.86 | -0.0125 | 0.975 | 0.0264 | $ 23.71 | $ 0.0185 | $ 0.0375 | $ 23.68 | $ 23.65 |
| 3 | 2214.82 | -0.0125 | 0.975 | 0.0257 | $ 23.09 | $ 0.0180 | $ 0.0556 | $ 23.04 | $ 23.02 |
| 4 | 2187.14 | -0.0125 | 0.975 | 0.0250 | $ 22.49 | $ 0.0176 | $ 0.0731 | $ 22.42 | $ 22.40 |
| 5 | 2159.80 | -0.0125 | 0.975 | 0.0244 | $ 21.91 | $ 0.0171 | $ 0.0902 | $ 21.82 | $ 21.79 |
| 6 | 2132.80 | -0.0125 | 0.975 | 0.0237 | $ 21.33 | $ 0.0167 | $ 0.1069 | $ 21.23 | $ 21.21 |
| 7 | 2106.14 | -0.0125 | 0.975 | 0.0231 | $ 20.78 | $ 0.0162 | $ 0.1231 | $ 20.65 | $ 20.63 |
| 8 | 2079.81 | -0.0125 | 0.975 | 0.0225 | $ 20.24 | $ 0.0158 | $ 0.1389 | $ 20.10 | $ 20.08 |
| 9 | 2053.82 | -0.0125 | 0.975 | 0.0219 | $ 19.71 | $ 0.0154 | $ 0.1543 | $ 19.55 | $ 19.53 |
| 10 | 2028.14 | -0.0125 | 0.975 | 0.0214 | $ 19.19 | $ 0.0150 | $ 0.1693 | $ 19.02 | $ 19.01 |
| 11 | 2002.79 | -0.0125 | 0.975 | 0.0208 | $ 18.69 | $ 0.0146 | $ 0.1839 | $ 18.51 | $ 18.49 |
| 12 | 1977.76 | -0.0125 | 0.975 | 0.0203 | $ 18.21 | $ 0.0142 | $ 0.1981 | $ 18.01 | $ 17.99 |
| Cumulative Index Return | -14.01% | ||||||||
| Return on Securities | -28.04% |
- The Annual Tracking Fee is calculated on an actual/365 basis and the Accrued Financing Charges are calculated on an actual/360 basis. However, 30 day months are assumed for the above calculations.
** The Index Closing Level is also: (i) the Monthly Initial Closing Level for the following month; and (ii) the Index Valuation Level for calculating the Call Settlement Amount, the Redemption Amount and the Cash Settlement Amount.
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Hypothetical Examples
Example 3
Assumptions:
| Annual Tracking Fee:* | 0.95% |
|---|---|
| Financing Rate: | 1.300% |
| Denomination/Face Amount: | $25.00 |
| Initial Index Level: | 490.00 |
| Redemption Fee Amount: | 0.10% |
| Month End | Index Closing Level** | Index Performance Ratio | Index Factor | Accrued Financing Charges* | Current Principal Amount | Annual Tracking Fee for the Applicable Year | Accrued Tracking Fee | Cash Settlement Amount/ Call Settlement Amount | Redemption Amount |
|---|---|---|---|---|---|---|---|---|---|
| A | B | C | D | E | F | G | H | I | J |
| ((Index Valuation Level - Monthly | |||||||||
| Initial Closing Level) / Monthly Initial Closing Level) | 1 + (2 x C) | (Current Principal Amount x Financing Rate x Act/360) | (previous Current Principal Amount x D - E) | (C x Annual Tracking Fee) | (Cumulative Total of G) | (F - H) | (I - Redemption Fee Amount) | ||
| 1 | 2328.75 | 0.0125 | 1.025 | 0.0271 | $ 25.60 | $ 0.0200 | $ 0.0200 | $ 25.58 | $ 25.55 |
| 2 | 2357.86 | 0.0125 | 1.025 | 0.0277 | $ 26.21 | $ 0.0205 | $ 0.0405 | $ 26.17 | $ 26.14 |
| 3 | 2387.33 | 0.0125 | 1.025 | 0.0284 | $ 26.84 | $ 0.0210 | $ 0.0614 | $ 26.78 | $ 26.75 |
| 4 | 2417.17 | 0.0125 | 1.025 | 0.0291 | $ 27.48 | $ 0.0215 | $ 0.0829 | $ 27.40 | $ 27.37 |
| 5 | 2447.39 | 0.0125 | 1.025 | 0.0298 | $ 28.14 | $ 0.0220 | $ 0.1048 | $ 28.03 | $ 28.00 |
| 6 | 2477.98 | 0.0125 | 1.025 | 0.0305 | $ 28.81 | $ 0.0225 | $ 0.1273 | $ 28.68 | $ 28.65 |
| 7 | 2447.01 | -0.0125 | 0.975 | 0.0312 | $ 28.06 | $ 0.0219 | $ 0.1492 | $ 27.91 | $ 27.88 |
| 8 | 2416.42 | -0.0125 | 0.975 | 0.0304 | $ 27.33 | $ 0.0213 | $ 0.1706 | $ 27.16 | $ 27.13 |
| 9 | 2386.21 | -0.0125 | 0.975 | 0.0296 | $ 26.61 | $ 0.0208 | $ 0.1914 | $ 26.42 | $ 26.40 |
| 10 | 2356.39 | -0.0125 | 0.975 | 0.0288 | $ 25.92 | $ 0.0202 | $ 0.2116 | $ 25.71 | $ 25.68 |
| 11 | 2326.93 | -0.0125 | 0.975 | 0.0281 | $ 25.24 | $ 0.0197 | $ 0.2313 | $ 25.01 | $ 24.99 |
| 12 | 2297.84 | -0.0125 | 0.975 | 0.0273 | $ 24.58 | $ 0.0192 | $ 0.2505 | $ 24.33 | $ 24.31 |
| Cumulative Index Return | -0.09% | ||||||||
| Return on Securities | -2.76% |
- The Annual Tracking Fee is calculated on an actual/365 basis and the Accrued Financing Charges are calculated on an actual/360 basis. However, 30 day months are assumed for the above calculations.
** The Index Closing Level is also: (i) the Monthly Initial Closing Level for the following month; and (ii) the Index Valuation Level for calculating the Call Settlement Amount, the Redemption Amount and the Cash Settlement Amount.
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Hypothetical Examples
Example 4
Assumptions:
| Annual Tracking Fee:* | 0.95% |
|---|---|
| Financing Rate: | 1.300% |
| Denomination/Face Amount: | $25.00 |
| Initial Index Level: | 490.00 |
| Redemption Fee Amount: | 0.10% |
| Month End | Index Closing Level** | Index Performance Ratio | Index Factor | Accrued Financing Charges* | Current Principal Amount | Annual Tracking Fee for the Applicable Year | Accrued Tracking Fee | Cash Settlement Amount/ Call Settlement Amount | Redemption Amount |
|---|---|---|---|---|---|---|---|---|---|
| A | B | C | D | E | F | G | H | I | J |
| ((Index Valuation Level - Monthly Initial | |||||||||
| Closing Level) / Monthly Initial Closing Level) | 1 + (2 x C) | (Current Principal Amount x Financing Rate x Act/360) | (previous Current Principal Amount x D - E) | (C x Annual Tracking Fee) | (Cumulative Total of G) | (F - H) | (I - Redemption Fee Amount) | ||
| 1 | 2271.25 | -0.0125 | 0.975 | 0.0271 | $ 24.35 | $ 0.0190 | $ 0.0190 | $ 24.33 | $ 24.30 |
| 2 | 2242.86 | -0.0125 | 0.975 | 0.0264 | $ 23.71 | $ 0.0185 | $ 0.0375 | $ 23.68 | $ 23.65 |
| 3 | 2214.82 | -0.0125 | 0.975 | 0.0257 | $ 23.09 | $ 0.0180 | $ 0.0556 | $ 23.04 | $ 23.02 |
| 4 | 2187.14 | -0.0125 | 0.975 | 0.0250 | $ 22.49 | $ 0.0176 | $ 0.0731 | $ 22.42 | $ 22.40 |
| 5 | 2159.80 | -0.0125 | 0.975 | 0.0244 | $ 21.91 | $ 0.0171 | $ 0.0902 | $ 21.82 | $ 21.79 |
| 6 | 2132.80 | -0.0125 | 0.975 | 0.0237 | $ 21.33 | $ 0.0167 | $ 0.1069 | $ 21.23 | $ 21.21 |
| 7 | 2159.46 | 0.0125 | 1.025 | 0.0231 | $ 21.84 | $ 0.0171 | $ 0.1239 | $ 21.72 | $ 21.70 |
| 8 | 2186.45 | 0.0125 | 1.025 | 0.0237 | $ 22.37 | $ 0.0175 | $ 0.1414 | $ 22.23 | $ 22.20 |
| 9 | 2213.79 | 0.0125 | 1.025 | 0.0242 | $ 22.90 | $ 0.0179 | $ 0.1593 | $ 22.74 | $ 22.72 |
| 10 | 2241.46 | 0.0125 | 1.025 | 0.0248 | $ 23.45 | $ 0.0183 | $ 0.1776 | $ 23.27 | $ 23.25 |
| 11 | 2269.48 | 0.0125 | 1.025 | 0.0254 | $ 24.01 | $ 0.0187 | $ 0.1963 | $ 23.81 | $ 23.79 |
| 12 | 2297.84 | 0.0125 | 1.025 | 0.0260 | $ 24.58 | $ 0.0192 | $ 0.2155 | $ 24.37 | $ 24.34 |
| Cumulative Index Return | -0.09% | ||||||||
| Return on Securities | -2.62% |
- The Annual Tracking Fee is calculated on an actual/365 basis and the Accrued Financing Charges are calculated on an actual/360 basis. However, 30 day months are assumed for the above calculations.
** The Index Closing Level is also: (i) the Monthly Initial Closing Level for the following month; and (ii) the Index Valuation Level for calculating the Call Settlement Amount, the Redemption Amount and the Cash Settlement Amount.
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Hypothetical Examples
You may receive Coupon Amounts during the term of the Securities, a Stub Reference Distribution Amount at maturity, call or acceleration, or an Adjusted Coupon Amount upon call, acceleration or early redemption, which would cause the return received by a hypothetical holder of Security to be higher than that set forth in the hypothetical examples above. The hypothetical returns displayed in all of the examples above do not reflect any Coupon Amounts you may be entitled to receive during the term of the Securities, any Stub Reference Distribution Amount you may be entitled to receive at maturity, call or acceleration, or any Adjusted Coupon Amount you may be entitled to receive upon call, acceleration or early redemption. If any Coupon Amounts were paid during the term of the Securities, any Stub Reference Distribution Amount was paid upon maturity, call or acceleration, or any Adjusted Coupon Amount were payable upon call, acceleration or early redemption, the hypothetical Cash Settlement Amounts, Call Settlement Amounts, Acceleration Amounts or Redemption Amounts displayed above would have been higher (as a portion of the Accrued Tracking Fee would have been offset in calculating the Coupon Amounts or Adjusted Coupon Amount and/or the Cash Settlement Amounts, Call Settlement Amounts or Acceleration Amounts would have been increased by the Stub Reference Distribution Amount).
We cannot predict the actual Index Closing Level on any Index Business Day or the market value of your Securities, nor can we predict the relationship between the Index Closing Level and the market value of your Securities at any time prior to the Maturity Date. The actual amount that a holder of the Securities will receive at maturity, call or acceleration, or upon early redemption, as the case may be, and the rate of return on the Securities will depend on whether the compounded leveraged monthly return of the Index will be sufficient to offset the combined negative effects of the Accrued Tracking Fee and the Accrued Financing Charges over the relevant period, and the Redemption Fee Amount, and whether any Coupon Amount was paid during the term of the Securities, any Stub Reference Distribution Amount is payable at maturity, call or acceleration or any Adjusted Coupon Amount is payable upon call or acceleration or early redemption. Moreover, the assumptions on which the hypothetical returns are based are purely for illustrative purposes. Consequently, the amount, in cash, to be paid in respect of your Securities, if any, on the Maturity Date, Call Settlement Date, Acceleration Settlement Date or the relevant Redemption Date, as applicable, may be very different from the information reflected in the tables above.
The hypothetical examples above are provided for purposes of information only. The hypothetical examples are not indicative of the future performance of the Index, as measured by the Index Closing Level, on any Index Business Day, the Index Valuation Level, or what the value of your Securities may be. Fluctuations in the hypothetical examples may be greater or less than fluctuations experienced by the holders of the Securities. The performance data shown above is for illustrative purposes only and does not represent the actual future performance of the Securities.
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Risk Factors
Your investment in the Securities involves significant risks. The Securities are not secured debt and are riskier than ordinary unsecured debt securities. Unlike ordinary debt securities, the return on the Securities is linked to the leveraged performance of the Index and any distributions made with respect to the Index Constituents. The Securities are two times leveraged with respect to the Index and, as a result, will benefit from two times any beneficial, but will be exposed to two times any adverse, monthly performance of the Index. As described in more detail below, the trading price of the Securities may vary considerably before the Maturity Date, due to, among other things, fluctuations in the energy market to which the Index Constituents are tied and other events that are difficult to predict and beyond our control. Investing in the Securities is not equivalent to investing directly in the Index Constituents or the Index itself. This section describes the most significant risks relating to an investment in the Securities. We urge you to read the following information about these risks as well as the risks described under Considerations Relating to Indexed Securities in the accompanying prospectus, together with the other information in this prospectus supplement and the accompanying prospectus, before investing in the Securities .
The Securities do not guarantee a minimum payment or payment of the stated principal amount at maturity or call, or upon acceleration or early redemption, nor do they pay interest or guarantee payment of any Coupon Amount. You may lose all or a significant portion of your investment in the Securities.
The Securities do not guarantee a minimum payment or payment of the stated principal amount at maturity or call, or upon acceleration or early redemption and you may receive less, and possibly significantly less, than the amount you originally invested. The cash payment (if any) that you receive on your Securities at maturity or call or upon acceleration or early redemption will be based primarily on any increase or decrease in the level of the Index, and will be reduced by the Accrued Tracking Fee and the Accrued Financing Charges and, if applicable, the Redemption Fee Amount. In addition, any Coupon Amount will be reduced by the Accrued Tracking Fee, which includes any applicable Tracking Fee Shortfall. In addition, the terms of the Securities differ from those of ordinary debt securities in that the Securities neither pay interest nor guarantee payment of any Coupon Amount. As a result, you may lose all or a significant amount of your investment in the Securities if the level of the Index decreases or does not increase by an amount sufficient, together with the Coupon Amounts, to offset those fees. Furthermore, even if the level of the Index increases, your return on the Securities may not be enough to compensate you for any loss in value due to inflation and other factors relating to the value of money over time.
Even if the Index Valuation Level at maturity or call, or upon early redemption or acceleration, has moved beneficially relative to the Index Closing Level at the time you purchased the Securities, or the applicable Index Valuation Level is greater than the Index Closing Level on the Initial Trade Date, you may receive less than your initial investment in the Securities.
Because the return on your Securities at maturity or call, or upon redemption or acceleration, is dependent upon the month over month performance of the Index prior to the Maturity Date, Call Settlement Date, Acceleration Settlement Date or Redemption Date, and is also subject to the Accrued Tracking Fee (including the Tracking Fee Shortfall or the Adjusted Tracking Fee Shortfall, as applicable) and the Accrued Financing Charges, even if the Index Valuation Level at maturity or call, or upon early redemption or acceleration, has moved beneficially relative to the Index Closing Level at the time you purchased the Securities, or the Monthly Initial Closing Level is greater than the Index Closing level on the Initial Trade Date, there is no guarantee that you will receive a positive return on, or a full return of,
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your initial investment. In addition, if you redeem your Securities prior to maturity, you will be charged a Redemption Fee Amount equal to 0.10% of the product of the Current Principal Amount and the Index Factor as of the Redemption Valuation Date, unless we determine to waive the Redemption Fee Amount in our sole discretion. The leveraged monthly return will need to offset the impact of the Accrued Tracking Fee and the Accrued Financing Charges each month for the Current Principal Amount to increase. Further, even if at maturity or call, or upon earlier redemption or acceleration, the Index Valuation Level has moved beneficially relative to the Index Closing Level at the time you purchased the Securities, or the Monthly Initial Closing Level is greater than the Index Closing Level on the Initial Trade Date, this may not be enough to offset prior months of adverse monthly performance which could have reduced the Current Principal Amount below its value at the time you purchased the Securities. Similarly, any beneficial movement of the Index Closing Level during a month will not be reflected in the Current Principal Amount unless that beneficial movement is sustained at the end of the month.
The Securities are not suitable for all investors. In particular, the Securities should be purchased only by investors who understand leverage risk and the consequences of seeking monthly leveraged investment results, and who intend to actively monitor and manage their investments.
The Securities are not suitable for all investors. In particular, the Securities entail leverage risk and should be purchased only by investors who understand leverage risk, including the risks inherent in maintaining a constant two times leverage on a monthly basis, and the consequences of seeking monthly leveraged investment results generally. Investing in the Securities is not equivalent to a direct investment in the Index because the Current Principal Amount is reset each month, resulting in the compounding of monthly returns. The Current Principal Amount is also subject to the Accrued Tracking Fee and the Accrued Financing Charges, which can adversely affect returns. The amount you receive at maturity, call or acceleration, or upon an earlier redemption, will be contingent upon the compounded leveraged monthly performance of the Index during the term of the Securities. There is no guarantee that you will receive at maturity, call or acceleration, or upon an earlier redemption, your initial investment back or any return on that investment. Significant adverse monthly performances for your Securities may not be offset by any beneficial monthly performances of the same magnitude.
Due to the effect of compounding, if the Current Principal Amount increases, any subsequent adverse monthly performance will result in a larger dollar reduction from the Current Principal Amount than if the Current Principal Amount remained constant.
If the Current Principal Amount increases, the dollar amount which you can lose in any single month from an adverse monthly performance will increase correspondingly so that the dollar amount lost will be greater than if the Current Principal Amount were maintained at a constant level. This means that if you invest in the Securities, you could lose more than 2% of your initial investment for each 1% of adverse monthly performance of the Index.
Due to the effect of compounding, if the Current Principal Amount decreases, any subsequent beneficial monthly performance will result in a smaller dollar increase on the Current Principal Amount than if the Current Principal Amount remained constant.
If the Current Principal Amount decreases, the dollar amount which you can gain in any single month from a beneficial monthly performance will decrease correspondingly. This is because the Index Factor will be applied to a smaller Current Principal Amount. As such, the dollar amount which you can gain from any beneficial monthly performance will be less than if the Current Principal Amount were maintained at a constant level. This means that if the Current Principal Amount decreases, it will take larger beneficial monthly performances to restore the value of your investment back to the amount of
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your initial investment than would have been the case if the Current Principal Amount were maintained at a constant level. Further, if you invest in the Securities, you could gain less than 2% of your initial investment for each 1% of beneficial monthly performance.
The Accrued Financing Charges may be greater than financing costs that you would incur if you borrowed funds from a third party.
The Accrued Financing Charges seek to compensate UBS for providing investors with the potential to receive a leveraged participation in movements in the level of the Index, and are intended to approximate the financing costs that investors may have otherwise incurred had they sought to borrow funds at a similar rate from a third party to invest in the Securities. However, there is no guarantee that the Accrued Financing Charges will correspond to the lowest level of financing costs that may be available to you. If the Accrued Financing Charges are greater than the financing costs you may otherwise incur or accrue from borrowing available funds from a third party for the same time period, your return on the Securities may be less than your return on an investment in a different instrument linked to the performance of the Index where you used funds borrowed on more favorable terms from the third party to leverage your investment in such instrument.
Changes in the LIBOR rate may affect the value of your Securities.
Your payment at maturity or call, or upon acceleration or redemption, will be reduced, in part, by the Accrued Financing Charges over the relevant period, which is linked, in part, to the three-month U.S. Dollar LIBOR rate. As a result, if the three-month U.S. Dollar LIBOR rate increases during the term of the Securities, the Accrued Financing Charges will increase at a faster rate, which will reduce the amount payable on your Securities at maturity or call, or upon acceleration or redemption, and may adversely affect the market value of your Securities.
In addition, concerns about the under-reporting and manipulation of interbank lending rates, which are used to calculate LIBOR, have existed since 2008. Final rules for the regulation and supervision of LIBOR by the Financial Conduct Authority (the FCA) were published and came into effect on April 2, 2013 (the FCA Rules). In particular, the FCA Rules include requirements that (1) an independent LIBOR administrator monitor and survey LIBOR submissions to identify breaches of practice standards and/or potentially manipulative behavior, and (2) firms submitting data to LIBOR establish and maintain a clear conflicts of interest policy and appropriate systems and controls. In addition, ICE Benchmark Rate Administration Ltd. (the ICE Administration) has been appointed as the independent LIBOR administrator, effective February 1, 2014.
It is not possible to predict the effect of the FCA Rules, any changes in the methods pursuant to which the LIBOR rates are determined and any other reforms to LIBOR that will be enacted in the U.K. and elsewhere, which may adversely affect the trading market for LIBOR-based securities. Any such changes or reforms to LIBOR may result in a sudden or prolonged increase or decrease in reported LIBOR rates, which could have an adverse impact on the value of your Securities. In addition, any changes announced by the FCA, the ICE Administration or any other successor governance or oversight body, or future changes adopted by such body, in the method pursuant to which the LIBOR rates are determined may result in a sudden or prolonged increase or decrease in the reported LIBOR rates. If that were to occur, the Accrued Financing Charges and the value of your Securities may be affected.
You are not guaranteed a coupon payment.
You will not receive a coupon payment on a Coupon Payment Date if the Reference Distribution Amount, calculated as of the corresponding Coupon Valuation Date, is less than the Accrued Tracking Fee, calculated as of the corresponding Coupon Valuation Date. The resulting Tracking Fee Shortfall,
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which is the difference between the Accrued Tracking Fee and the Reference Distribution Amount, will be included in the Accrued Tracking Fee for the next Coupon Valuation Date. This process will be repeated to the extent necessary until the Reference Distribution Amount for a Coupon Valuation Date is greater than the Accrued Tracking Fee for the corresponding Coupon Valuation Date. The Tracking Fee Shortfall as of the final Coupon Valuation Date, if any, will be included in the calculation of the Accrued Tracking Fee as of the last Index Business Day in the Final Measurement Period.
Similarly, you will not receive a coupon payment on a Redemption Date, the Call Settlement Date or the Acceleration Settlement Date if the Adjusted Reference Distribution Amount, calculated as of Redemption Valuation Date, the Call Valuation Date or the Acceleration Valuation Date, as applicable, is less than the Adjusted Tracking Fee and Redemption Fee Amount, calculated as of the Redemption Valuation Date, or the Adjusted Tracking Fee calculated as of the Call Valuation Date or the Acceleration Valuation Date, as applicable. The resulting Adjusted Tracking Fee Shortfall, which is the difference between the Adjusted Tracking Fee and the Adjusted Reference Distribution Amount, will be included in the calculation of the Accrued Tracking Fee as of the Redemption Valuation Date or the last Index Business Day in the Call Measurement Period or the Acceleration Valuation Period, as applicable.
The Index Valuation Level may be less than the Index Closing Level on the Maturity Date, Acceleration Date or Call Settlement Date, or at other times during the term of the Securities.
The Index Closing Level on the Maturity Date, a Redemption Date or Call Settlement Date, any Index Business Day in the Acceleration Valuation Period or at other times during the term of the Securities, including dates near the Final Measurement Period, the Redemption Valuation Date, Acceleration Valuation Period or Call Measurement Period, as applicable, could be higher than the Index Valuation Level, because the Index Valuation Level is calculated based on the Index Closing Levels measured on each Index Business Day in the Final Measurement Period, Call Measurement Period, or Acceleration Valuation Period, or on the Redemption Valuation Date, as applicable. This difference could be particularly large if there is a significant increase in the Index Closing Level after the Final Measurement Period, Call Measurement Period, or Acceleration Valuation Period, or on a Redemption Valuation Date, as applicable, if there is a significant decrease in the Index Closing Level around the Final Measurement Period, Call Measurement Period, or Acceleration Valuation Period, or on a Redemption Valuation Date, as applicable, or if there is significant volatility in the Index Closing Levels during the term of the Securities.
The Securities may be automatically accelerated and mandatorily redeemed, resulting in a loss of some or all of your investment.
In the event the indicative value of the Securities equals $5.00 or less on any Index Business Day or the intraday index value on any Index Business Day decreases 30% from the most recent Monthly Initial Closing Level, the Securities will be automatically accelerated and mandatorily redeemed by UBS and you will receive the Acceleration Amount as determined by the Security Calculation Agent as described herein. The Acceleration Amount you receive on the Acceleration Settlement Date may be significantly less than $5.00 per Security and may be zero if the level of the Index continues to decrease during one or more Index Business Days during the Acceleration Valuation Period. As a result, depending on the level of the Index on such Index Business Day, you may lose some or all of your investment in such event. The Securities will be automatically accelerated and redeemed even if the indicative value on that Index Business Day or any subsequent Index Business Day would exceed $5.00 or if the intraday index value increases from the -30% level, as compared to the previous Monthly Valuation Date. High volatility and/or unexpected market conditions in the natural gas industry could result in significant movements in the level of the Index, which, in turn, may trigger the automatic acceleration and mandatory redemption of the Securities.
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There are restrictions on the minimum number of Securities you may redeem and on the procedures and timing for early redemption.
You must redeem at least 50,000 Securities at one time in order to exercise your right to redeem your Securities on any Redemption Date, unless we elect to waive the minimum redemption amount in our sole discretion, on a case-by-case basis, or your broker or other financial intermediary bundles your Securities for redemption with those of other investors to reach this minimum requirement. You should not assume you will be entitled to the benefit of any such waiver. You may only redeem your Securities on a Redemption Date if we receive a notice of redemption from your broker by no later than 12:00 p.m. (New York City time) and a confirmation of redemption by no later than 5:00 p.m. (New York City time) on the Business Day prior to the applicable Redemption Valuation Date. If we do not receive your notice of redemption by 12:00 p.m. (New York City time), or the confirmation of redemption by 5:00 p.m. (New York City time) on the Business Day prior to the applicable Redemption Valuation Date, your notice will not be effective and we will not redeem your Securities on the applicable Redemption Date. Your notice of redemption will not be effective until we confirm receipt. In addition, we may request a medallion signature guarantee or such assurances of delivery as we may deem necessary in our sole discretion. See Specific Terms of the Securities Early Redemption at the Option of the Holders and Redemption Procedures beginning on pages S-57 and S-59, respectively, for more information. We also reserve the right from time to time to accelerate, in our sole discretion on a case-by-case basis, the Redemption Valuation Date to the date on which the notice of redemption is received by UBS rather than the following Index Business Day. You should not assume you will be entitled to the benefit of any such acceleration.
You will not know the Redemption Amount at the time you elect to request that we redeem your Securities.
You will not know the Redemption Amount you will receive at the time you elect to request that we redeem your Securities. Your notice to us to redeem your Securities is irrevocable and must be received by us no later than 12:00 p.m., New York City time, on the Business Day immediately preceding the applicable Redemption Valuation Date and a completed and signed confirmation of such redemption must be received by us no later than 5:00 p.m., New York City time, on the same date. The Redemption Valuation Date is the Index Business Day following the date on which such notice and confirmation are received by us, except that we reserve the right from time to time to accelerate, in our sole discretion on a case-by-case basis, the Redemption Valuation Date to the date on which the notice of redemption is received by UBS rather than the following Index Business Day. You should not assume you will be entitled to the benefit of any such acceleration. You will not know the Redemption Amount until after the Redemption Valuation Date, and we will pay you the Redemption Amount, if any, on the Redemption Date, which is the third Business Day following the Redemption Valuation Date. As a result, you will be exposed to market risk in the event the market fluctuates after we confirm the validity of your notice of election to exercise your rights to have us redeem your Securities, and prior to the relevant Redemption Date.
Owning the Securities is not the same as owning interests in the Index Constituents or a security directly linked to the performance of the Index.
The return on your Securities will not reflect the return you would have realized if you had actually owned interests in the Index Constituents or a security directly linked to the two times leveraged long performance of the Index, compounded monthly, measured using any method other than closing levels, and held such investment for a similar period. Any return on your Securities includes the negative effect of the Accrued Tracking Fee, the Accrued Financing Charges and any Redemption Fee Amount. Furthermore, if the Index Closing Level increases during the term of the Securities, the market value of the Securities may not increase by the same amount or may even decline.
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You have no interests in any of the Index Constituents underlying the Index or rights to receive any equity securities.
Investing in the Securities will not make you a holder of any interest in an Index Constituent. Neither you nor any other holder or owner of the Securities will have any voting rights, any right to receive distributions or any other rights with respect to the Index Constituent Securities. The Cash Settlement Amount, Acceleration Amount, Call Settlement Amount or Redemption Amount, if any, will be paid in U.S. dollars, and you will have no right to receive delivery of any interests in the Index Constituents.
The market value of the Securities may be influenced by many unpredictable factors.
The market value of your Securities may fluctuate between the date you purchase them and the last Index Business Day in the Final Measurement Period when the Security Calculation Agent will determine your payment at maturity (if they are not subject to a call, acceleration or early redemption). Therefore, you may sustain a significant loss if you sell the Securities in the secondary market. Several factors, many of which are beyond our control, will influence the market value of the Securities. We expect that, generally, the level of the Index will affect the market value of the Securities more than any other factor. Other factors that may influence the market value of the Securities include:
Ø the volatility of the Index ( i.e. , the frequency and magnitude of changes in the Index Closing Level);
Ø the market prices of the Index Constituent Securities;
Ø the dividend or distribution rate paid by the Index Constituents;
Ø the time remaining to the maturity of the Securities;
Ø supply and demand for the Securities, including to the extent affected by inventory positions with UBS or any market maker;
Ø economic, financial, political, regulatory, geographical, agricultural, judicial or other events that affect the level of the Index or the market prices of the Index Constituent Securities, or that affect markets generally; and
Ø the actual and perceived creditworthiness of UBS.
These factors interrelate in complex ways, and the effect of one factor on the market value of your Securities may offset or enhance the effect of another factor in an unpredictable manner.
The liquidity of the market for the Securities may vary materially over time, and may be limited if you do not hold at least 50,000 Securities.
As stated on the cover of this prospectus supplement, we sold a portion of the Securities following the Initial Trade Date, and the remainder of the Securities may be offered and sold from time to time, through UBS Securities LLC, our affiliate, as agent, to investors and dealers acting as principals. Also, the number of Securities outstanding or held by persons other than our affiliates could be reduced at any time due to early redemptions of the Securities. We may suspend or cease sales of the Securities at any time, at our discretion. Accordingly, the liquidity of the market for the Securities could vary materially over the term of the Securities. While you may elect to redeem your Securities prior to maturity, early redemption is subject to the conditions and procedures described elsewhere in this prospectus supplement, including the condition that you must redeem at least 50,000 Securities at one time in order to exercise your right to redeem your Securities on any Redemption Date. Furthermore, on a Call Settlement Date on any Business Day on or after July 18, 2016, through and including the Maturity Date, we may elect to redeem all, but not less than all, issued and outstanding Securities.
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The Securities may trade at a substantial premium to or discount from the intraday indicative value.
The market value of the Securities is influenced by many unpredictable factors, some of which may cause the price at which the Securities can be sold in the secondary market to vary substantially from the intraday indicative value that is calculated and disseminated throughout trading hours. For example, if UBS were to suspend sales of the Securities for any reason, the liquidity of the market for the Securities could be affected, potentially leading to insufficient supply, causing the market price of the Securities to increase. Such an increase could represent a premium over the intraday indicative value of the Securities. Before trading in the secondary market, you should compare the intraday indicative value of the Securities with the then-prevailing trading price of the Securities. Furthermore, unless UBS indicates otherwise, if UBS were to suspend selling additional Securities, it would reserve the right to resume selling additional Securities at any time, which might result in the reduction or elimination of any premium in the market price over the intraday indicative value.
Conversely, suspension of additional issuances of the Securities can also result in a significant reduction in the number of outstanding Securities if investors subsequently exercise their early redemption right. If the total number of outstanding Securities has fallen to a level that is close to or below the minimum redemption amount, you may not be able to purchase enough Securities to meet the minimum size requirement in order to exercise your early redemption right. The unavailability of the redemption right could result in the Securities trading in the secondary market at discounted prices below the intraday indicative value. Having to sell your Securities at a discounted market price below the intraday indicative value of the Securities could lead to significant losses or the loss of your entire investment. Prior to making an investment in the Securities, you should take into account whether or not the market price is tracking the intraday indicative value of the Securities.
The Index Sponsor may, in its sole discretion, discontinue the public disclosure of the intraday indicative value of the Index and the end-of-day closing value of the Index.
The Securities have been approved for listing, subject to official notice of issuance, on NYSE Arca under the symbol MLPV. The Index Sponsor is not under any obligation to continue to calculate the intraday indicative value of the Index and end-of-day official closing value of the Index or required to calculate similar values for any successor index. If the Index Sponsor discontinues such public disclosure, we may not be able to provide the intraday indicative values related to the Index required to maintain any listing of the Securities on the NYSE Arca. If the Securities become delisted, the liquidity of the market for the Securities may be materially and adversely affected and you may sustain significant losses if you sell your Securities in the secondary market. We are not required to maintain any listing of the Securities on NYSE Arca or any other exchange.
The Index Sponsor may adjust the Index in a way that affects the Index Closing Level, and the Index Sponsor has no obligation to consider your interests as a holder of the Securities.
The Index Sponsor is responsible for calculating and publishing the Index, and can add, delete or substitute the Index Constituent Securities or make other methodological changes that could change the Index Closing Level. You should realize that the changing of equity securities included in the Index may affect the Index, as a newly added equity security may perform significantly better or worse than the equity security or securities it replaces. Additionally, the Index Sponsor may alter, discontinue or suspend calculation or dissemination of the Index. Any of these actions could adversely affect the value of the Securities. The Index Sponsor has no obligation to consider your interests as a holder of the Securities in calculating or revising the Index. See S&P MLP Index.
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Changes in our credit ratings may affect the market value of the Securities.
Our credit ratings are an assessment of our ability to pay our obligations, including those on the Securities. Consequently, actual or anticipated changes in our credit ratings may affect the market value of the Securities. However, because the return on the Securities is dependent upon certain factors in addition to our ability to pay our obligations on the Securities, an improvement in our credit ratings will not reduce the other investment risks related to the Securities. Therefore, an improvement in our credit ratings may or may not have a positive effect on the market value of the Securities.
Actual and perceived creditworthiness of UBS may affect the market value of the Securities.
The Securities are senior 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 payment at maturity or call, or upon early redemption, depends on the ability of UBS to satisfy its obligations as they come due. As a result, the actual and perceived creditworthiness of UBS will affect the market value, if any, of the Securities prior to maturity, call or acceleration, or upon early redemption. In addition, in the event UBS were to default on its obligations, you might not receive any amounts owed to you under the terms of the Securities.
The Securities are part of a series of debt securities entitled Medium-Term Notes, Series B and do not benefit from the co-obligation of UBS Switzerland AG.
UBS AG Exchange Traded Access Securities (ETRACS) issued prior to the date of the transfer by UBS AG to UBS Switzerland AG of UBS AGs Retail & Corporate and Wealth Management business booked in UBS AGs booking center in Switzerland (the Asset Transfer Date) are part of a series of debt securities entitled Medium-Term Notes, Series A. UBS Switzerland AG is a co-obligor of such debt securities. However, the Securities are part of a separate series of debt securities entitled Medium-Term Notes, Series B, and were issued after the Asset Transfer Date. As a result, UBS Switzerland AG is not a co-obligor of the Securities and has no liability with respect to the Securities. If UBS AG fails to perform and observe every covenant of the indenture to be performed or observed by UBS AG with respect to the Securities, holders of the Securities will have recourse only against UBS AG, and not against UBS Switzerland AG.
Changes that affect the composition and calculation of the Index will affect the market value of the Securities and the Cash Settlement Amount, Call Settlement Amount, Acceleration Amount or Redemption Amount.
The amount payable on the Securities and their market value could be affected if the Index Sponsor, in its sole discretion, discontinues or suspends calculation of the Index in which case it may become difficult to determine the market value of the Securities. If events such as these occur, or if the Index Valuation Level is not available because of a market disruption event or for any other reason, the Security Calculation Agent will make a good faith estimate in its sole discretion of the Index Valuation Level that would have prevailed in the absence of the market disruption event. If the Security Calculation Agent determines that the publication of the Index is discontinued and that there is no successor index on the date when the Index Valuation Level is required to be determined, the Security Calculation Agent will instead make a good faith estimate in its sole discretion of the Index Valuation Level.
There are uncertainties regarding the Index because of its limited performance history.
The Index was launched on September 6, 2007, and therefore has a limited history. The Index Sponsor has calculated the returns that hypothetically might have been generated had the Index been created in the past, but those calculations are subject to many limitations. Unlike historical performance, such
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calculations do not reflect actual trading, liquidity constraints, fees, and other costs. In addition, the models used to calculate these hypothetical returns are based on certain data, assumptions and estimates. Different models or models using different data, assumptions or estimates might result in materially different hypothetical performance. In addition, because the Index has no history prior to September 6, 2007, limited historical information will be available for you to consider in making an independent investigation of the Index performance, which may make it difficult for you to make an informed decision with respect to an investment in the Securities.
Estimated historical, and historical, levels of the Index should not be taken as an indication of future performance during the term of the Securities.
The actual performance of the Index over the term of the Securities, as well as the amount payable at maturity, call or acceleration, or upon early redemption, may bear little relation to the historical performance of the Index, which is limited as of the date of this prospectus supplement, or the past estimated historical performance of the Index. The performance of the Index Constituent Securities will determine the Index Closing Level on any Index Business Day and on any given Monthly Valuation Date, Redemption Date, the Maturity Date, Call Settlement Date, Acceleration Settlement Date or at other times during the term of the Securities. In addition, the effect of leverage and compounding will cause the return on the Securities to be different from what historical levels of the Index may indicate.
There may not be an active trading market in the Securities; sales in the secondary market may result in significant losses.
The Securities are listed on NYSE Arca. However, we are not required to maintain any listing of the Securities on NYSE Arca or any other exchange. Certain affiliates of UBS may engage in limited purchase and resale transactions in the Securities, although they are not required to do so and may stop at any time. If an active secondary market develops, we expect that investors will purchase and sell the Securities primarily in this secondary market. Even if an active secondary market for the Securities develops, it may not provide significant liquidity or trade at prices advantageous to you. As a result, if you sell your Securities in the secondary market, you may have to do so at a discount from the issue price or the intraday indicative value of the Securities and you may suffer significant losses.
Trading and other transactions by UBS or its affiliates in the Index Constituent Securities, futures, options, exchange-traded funds or other derivative products on such Index Constituent Securities or the Index may impair the market value of the Securities.
As described below under Use of Proceeds and Hedging on page S-70, UBS or its affiliates may hedge their obligations under the Securities by purchasing the Index Constituent Securities, futures or options on the Index Constituent Securities or the Index, or exchange-traded funds or other derivative instruments with returns linked or related to changes in the performance of the Index Constituent Securities or the Index, and they may adjust these hedges by, among other things, purchasing or selling the Index Constituent Securities, futures, options, or exchange-traded funds or other derivative instruments with returns linked or related to changes in the performance of the Index Constituent Securities or the Index at any time. Although they are not expected to, any of these hedging activities may adversely affect the market price of such Index Constituent Securities and/or the Index Closing Level and, therefore, the market value of the Securities. It is possible that UBS or its affiliates could receive substantial returns from these hedging activities while the market value of the Securities declines.
UBS or its affiliates may also engage in trading in the Index Constituent Securities and other investments relating to the Index Constituent Securities or the Index on a regular basis as part of our general broker-dealer and other businesses, for proprietary accounts, for other accounts under management or to
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facilitate transactions for customers, including block transactions. Any of these activities could adversely affect the market price of the Index Constituent Securities and the Index Closing Level and, therefore, the market value of the Securities. UBS or its affiliates may also issue or underwrite other securities or financial or derivative instruments with returns linked or related to changes in the performance of any Index Constituent Securities or the Index. By introducing competing products into the marketplace in this manner, UBS or its affiliates could adversely affect the market value of the Securities.
We and our affiliates may publish research, express opinions or provide recommendations that are inconsistent with investing in or holding the Securities. Any such research, opinions or recommendations could affect the level of the Index Constituent Securities, the Index or the market value of the Securities.
UBS and its affiliates publish research from time to time on stocks or commodities 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. The Securities are linked to an Index that is intended to measure the composite performance of energy MLPs and LLCs. Investors should make their own independent investigation of the merits of investing in the Securities and the Index to which the Securities are linked.
UBS and its affiliates have no affiliation with the Index Sponsor and are not responsible for their public disclosure of information.
We and our affiliates are not affiliated with the Index Sponsor (except for licensing arrangements discussed under S&P MLP Index License Agreement) and have no ability to control or predict its actions, including any errors in or discontinuation of public disclosure regarding methods or policies relating to the calculation of the Index. If the Index Sponsor discontinues or suspends the calculation of the Index, it may become difficult to determine the market value of the Securities and the payment at maturity, call, acceleration or redemption. The Security Calculation Agent may designate a successor index in its sole discretion. If the Security Calculation Agent determines in its sole discretion that no successor index comparable to the Index exists, the payment you receive at maturity, redemption, acceleration or call will be determined by the Security Calculation Agent in its sole discretion. See Specific Terms of the Securities Market Disruption Event on page S-64 and Specific Terms of the Securities Security Calculation Agent on page S-63. The Index Sponsor is not involved in the offer of the Securities in any way and has no obligation to consider your interest as an owner of the Securities in taking any actions that might affect the market value of your Securities.
We have derived the information about the Index Sponsor and the Index from publicly available information, without independent verification. Neither we nor any of our affiliates assume any responsibility for the adequacy or accuracy of the information about the Index Sponsor or the Index contained in this prospectus supplement. You, as an investor in the Securities, should make your own independent investigation into the Index Sponsor and the Index.
The business activities of UBS or its affiliates may create conflicts of interest.
As noted above, UBS and its affiliates expect to engage in trading activities related to the Index and the Index Constituent Securities that are not for the account of holders of the Securities or on their behalf. These trading activities may present a conflict between the holders interest in the Securities and the interests UBS and its affiliates will have in their proprietary accounts, in facilitating transactions, including options and other derivatives transactions, for their customers and in accounts under their management. These trading activities, if they influence the Index Closing Level, could have an adverse impact on the market value of the Securities.
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Risk Factors
An Index Constituent may be replaced upon the occurrence of certain adverse events.
An exchange may replace or delist an MLP or LLC included in the Index. Procedures have been established by the Index Sponsor to address such events, which may include, among other things, a market disruption event (as it pertains to the Index) or the replacement or delisting of an MLP or LLC. There can be no assurance, however, that a market disruption event (as it pertains to the Index), the replacement or delisting of the Index Constituents, or any other force majeure event, will not have an adverse or distortive effect on the Index Closing Level or the manner in which it is calculated and, therefore, may have any adverse impact on the value of the Securities. An Index Constituent may also be removed from the Index, as described under S&P MLP Index Index Construction and Index Maintenance.
There are potential conflicts of interest between you and the Security Calculation Agent.
Our affiliate, UBS Securities LLC, will serve as the Security Calculation Agent. UBS Securities LLC will, among other things, decide the amount of the return paid out to you on the Securities at maturity or call, or upon early redemption or acceleration. For a fuller description of the Security Calculation Agents role, see Specific Terms of the Securities Security Calculation Agent on page S-63. The Security Calculation Agent will exercise its judgment when performing its functions. For example, the Security Calculation Agent may have to determine whether a market disruption event affecting the Index Constituent Securities or the Index has occurred or is continuing on a day during the Call Measurement Period, Acceleration Valuation Period or the Final Measurement Period, or on a Monthly Valuation Date or on the Redemption Valuation Date. This determination may, in turn, depend on the Security Calculation Agents judgment whether the event has materially interfered with our ability to unwind our hedge positions. Since these determinations by the Security Calculation Agent may affect the market value of the Securities, the Security Calculation Agent may have a conflict of interest if it needs to make any such decision.
The Security Calculation Agent can postpone the determination of the Index Valuation Level and thus the applicable Redemption Date, the Call Settlement Date, the Acceleration Settlement Date or the Maturity Date if a market disruption event occurs during the applicable measurement period.
The determination of the Index Valuation Level may be postponed if the Security Calculation Agent determines that a market disruption event has occurred or is continuing during the Final Measurement Period, the Acceleration Valuation Period or the Call Measurement Period, or on the Redemption Valuation Date. If such a postponement occurs, then the Security Calculation Agent will instead use the Index Closing Level on the first Index Business Day after that day on which no market disruption event occurs or is continuing. In no event, however, will the Final Measurement Period, Call Measurement Period, Acceleration Valuation Period or Redemption Valuation Date for the Securities be postponed by more than three Index Business Days. As a result, the applicable Redemption Date, the Call Settlement Date, the Acceleration Settlement Date or the Maturity Date for the Securities could also be postponed, although not by more than three Index Business Days. If the Final Measurement Period, Call Measurement Period, Acceleration Valuation Period, or Redemption Valuation Date is postponed to the last possible day, but a market disruption event occurs or is continuing on such last possible day, that day will nevertheless be the final day in the Final Measurement Period, Acceleration Valuation Period, or the Call Measurement Period, or will be the Redemption Valuation Date. If a market disruption event is occurring on the last possible day in the Final Measurement Period, Acceleration Valuation Period or the Call Measurement Period, or on the Redemption Valuation Date, then the Security Calculation Agent will make a good faith estimate in its sole discretion of the Index Closing Level that would have prevailed in the absence of the market disruption event. See Specific Terms of the Securities Market Disruption Event.
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The Security Calculation Agent can postpone the determination of the Index Closing Level and thus the applicable Monthly Valuation Date if a market disruption event occurs on the Monthly Valuation Date.
The determination of the Index Closing Level may be postponed if the Security Calculation Agent determines that a market disruption event has occurred or is continuing on the Monthly Valuation Date. If such a postponement occurs, then the Security Calculation Agent will instead use the Index Closing Level on the first Exchange Business Day on which no Market Disruption Event with respect to the Index occurs or is continuing and the Monthly Reset Date will be the next following Exchange Business Day. In no event, however, will the Monthly Valuation Date for the Securities be postponed by more than three Index Business Days. As a result, the applicable Monthly Reset Date for the Securities could also be postponed, although not by more than three Exchange Business Days. If the Monthly Valuation Date is postponed to the last possible day, but a market disruption event occurs or is continuing on such last possible day, that day will nevertheless be the Monthly Valuation Date and the Monthly Reset Date will be the next following Exchange Business Day. If a market disruption event is occurring on the Monthly Valuation Date, then the Security Calculation Agent will make a good faith estimate in its sole discretion of the Index Closing Level that would have prevailed in the absence of the market disruption event. See Specific Terms of the Securities Market Disruption Event.
We reserve the right from time to time to waive the minimum redemption amount, waive the Redemption Fee Amount and/or accelerate the Redemption Valuation Date to the date on which the notice of redemption is received by us rather than the following Index Business Day, in each case in our sole discretion and on a case-by-case basis. However, there can be no assurance that we will choose to do so, that we will do so for any particular holder, or that any holder will benefit from our exercise of such rights. You should not assume that you will be entitled to the benefit of any such waiver or acceleration.
As described under Specific Terms of the Securities Early Redemption at the Option of the Holders and Specific Terms of the Securities Redemption Procedures on pages S-57 and S-59, respectively, the right of holders of the Securities to elect to require us to redeem their Securities is subject to a minimum redemption amount of at least 50,000 Securities. In addition, the amount that holders of the Securities will receive upon early redemption will be reduced by the Redemption Fee Amount. However, we reserve the right from time to time to waive the minimum redemption amount and/or the Redemption Fee Amount in our sole discretion on a case-by-case basis. However, there can be no assurance that we will choose waive any redemption requirements or that any holder of the Securities will benefit from our election to do so. You should not assume that you will be entitled to the benefit of any such waiver.
Furthermore, as described in Specific Terms of the Securities Redemption Procedures, the Redemption Valuation Date with respect to any particular exercise of the redemption right will generally be the first Index Business Day following the date that we receive the applicable redemption notice and redemption confirmation. However, we reserve the right from time to time to accelerate, in our sole discretion on a case-by-case basis, the Redemption Valuation Date to the date on which the notice of redemption is received by UBS rather than the following Index Business Day. There can be no assurance that we will choose to accelerate the Redemption Valuation Date for any holder of the Securities or that any holder of the Securities will benefit from our election to do so. You should not assume that you will be entitled to the benefit of any such acceleration.
We will be under no obligation to exercise the rights described above, or to make any announcement regarding any decision by us to exercise such rights. As a result, when considering making an investment in the Securities, you should assume that we will not choose to exercise any of the rights described above,
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or that if we do exercise such rights, we will choose not to do so with respect to any redemption requests that you submit. Instead, you should assume that, with respect to the early redemption of your Securities, all requirements and procedures that are described in this prospectus supplement, including the Redemption Fee Amount and the minimum 50,000 Securities redemption amount, will apply at all times.
The Index Constituents are concentrated in the energy industry.
As of the date of this prospectus supplement, the Index Constituent Securities represent MLPs and LLCs that belong to Global Industry Classification Standard (GICS) Energy Section (GICS Code 10) or the Gas Utilities Industry (GICS Code 551020), which means their primary lines of business are directly associated with the energy industry, including the oil and gas sector. In addition, many of the MLPs and LLCs included in the Index are smaller, non-diversified businesses that are exposed to the risks associated with such businesses, including the lack of capital funding to sustain or grow businesses and potential competition from larger, better financed and more diversified businesses. In addition, the MLPs and LLCs in the energy industry are significantly affected by a number of factors including:
Ø worldwide and domestic supplies of, and demand for, crude oil, natural gas, natural gas liquids, hydrocarbon products and refined products;
Ø changes in tax or other laws affecting master limited partnerships or limited liability companies generally;
Ø regulatory changes affecting pipeline fees and other regulatory fees in the energy sector;
Ø changes in the relative prices of competing energy products;
Ø the impact of environmental laws and regulations and technological changes affecting the cost of producing and processing, and the demand for, energy products;
Ø decreased supply of hydrocarbon products available to be processed due to fewer discoveries of new hydrocarbon reserves, short- or long-term supply disruptions or otherwise;
Ø risks of regulatory actions and/or litigation, including as a result of leaks, explosions or other accidents relating to energy products;
Ø uncertainty or instability resulting from an escalation or additional outbreak of armed hostilities or further acts of terrorism in the United States, or elsewhere; and
Ø general economic and geopolitical conditions in the United States and worldwide.
These or other factors or the absence of such factors could cause a downturn in the energy industry generally or regionally and could cause the value of some or all of the Index Constituent Securities to decline during the term of the Securities, which would adversely affect the market value of the Securities.
Energy market risks may affect the trading value of the Securities and the amount you will receive at maturity.
We expect that the Index Closing Level will fluctuate in accordance with changes in the financial condition of the Index Constituents and certain other factors. The financial condition of the Index Constituents may become impaired or the general condition of the energy market may deteriorate, either of which may cause a decrease in the Index Closing Level and thus in the value of the Securities. Securities are susceptible to general market fluctuations and to volatile increases and decreases in value, as market confidence in and perceptions regarding the Index Constituents change. Investor perceptions of the Index Constituents are based on various and unpredictable factors, including expectations regarding government, economic, monetary, tax and fiscal policies, inflation and interest rates, economic expansion or contraction, and global or regional political, economic, and banking crises. The Index Closing Level is expected to fluctuate until the Maturity Date.
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The Index Constituents are concentrated in the oil and gas industries, and risks related to oil and gas may affect the trading value of the Securities and the amount you will receive at maturity.
The revenue, profitability and cash flow of the Index Constituents depend on the prices for oil, natural gas and other hydrocarbons. The prices they receive for their production will be volatile and a drop in prices can significantly affect their financial results, which may affect the value of the Securities and the amount you will receive at maturity. Additionally, oil and natural gas prices may fluctuate widely in response to relatively minor changes in supply and demand, market uncertainty and a variety of additional factors that are beyond the control of the Index Constituents, such as:
Ø regulations which may prevent or limit the export of oil, natural gas and other hydrocarbons;
Ø the amount of added production from development of unconventional oil and natural gas reserves;
Ø the price and quantity of foreign imports of oil, natural gas and other hydrocarbons;
Ø the level of consumer product demand;
Ø weather conditions;
Ø the value of the U.S. dollar relative to the currencies of other countries;
Ø political and economic conditions and events in foreign oil and natural gas producing countries, including embargoes, continued hostilities in the Middle East and other sustained military campaigns, conditions in South America, China and Russia, and acts of terrorism or sabotage;
Ø the ability of members of the Organization of Petroleum Exporting Countries to agree to and maintain oil price and production controls;
Ø technological advances affecting energy production and consumption;
Ø domestic and foreign governmental regulations and taxation;
Ø the impact of energy conservation efforts;
Ø the proximity and capacity of oil, natural gas and other hydrocarbon pipelines and other transportation facilities to our production; and
Ø the price and availability of alternative fuels, such as solar, coal, nuclear and wind energy.
Low oil, natural gas and other hydrocarbon prices may decrease the Index Constituents revenues, and may also reduce the amount of oil, natural gas or other hydrocarbons that they can economically produce, which may reduce the trading value of the Securities and the amount you will receive at maturity.
The Index Constituents may also incur significant costs and liabilities as a result of environmental requirements applicable to the operation of wells, gathering systems, and other oil and gas facilities. Failure to comply with these laws and regulations, including laws and regulations related to climate change and greenhouse gases, may trigger a variety of administrative, civil and criminal enforcement measures, including the assessment of monetary penalties, the imposition of remedial requirements, and the issuance of orders enjoining future operations. Moreover, more stringent laws may be adopted in the future. The incurrence of such environmental costs and liabilities may affect the financial condition and results of operations of the Index Constituents, and therefore the value of the Securities and the amount you will receive at maturity.
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In addition, legislative and regulatory initiatives relating to hydraulic fracturing could result in increased costs and additional operating restrictions or delays. Hydraulic fracturing is an important and common practice that is used to stimulate production of hydrocarbons, particularly natural gas, from dense rock formations. The hydraulic fracturing process involves the injection of a large volume of water, sand and chemicals under pressure into the formation to fracture the surrounding rock and stimulate production. The Index Constituents may use hydraulic fracturing techniques in drilling and completing development wells, depending on the area where the wells are situated and the targeted geological formation. Hydraulic fracturing is typically regulated by state oil and natural gas commissions, but the Environmental Protection Agency has asserted federal regulatory authority pursuant to the Safe Drinking Water Act over certain hydraulic fracturing activities involving the use of diesel. In addition, legislation has repeatedly been introduced before Congress to provide for federal regulation of hydraulic fracturing under the Safe Drinking Water Act and to require disclosure of the chemicals used in the fracturing process. At the state and local levels, some jurisdictions have adopted, and others are considering adopting, requirements that could impose more stringent permitting, public disclosure or well construction requirements on hydraulic fracturing activities, as well as bans on hydraulic fracturing activities. In the event that new or more stringent federal, state, or local legal restrictions relating to the hydraulic fracturing process are adopted in areas where the Index Constituents operate, the Index Constituents could incur potentially significant added costs to comply with such requirements, experience delays or curtailment in the pursuit of drilling, development, or production activities, and perhaps even be precluded from drilling wells, all of which could adversely affect the trading value of the Securities and the amount you will receive at maturity.
Index calculation disruption events may require an adjustment to the calculation of the Index.
At any time during the term of the Securities, the intraday and daily calculations of the level of the Index may be adjusted in the event that the Index Calculation Agent determines that any of the following Index calculation disruption events exists: the termination or suspension of, or material limitation or disruption in the trading of any of the Index Constituents. Any such Index calculation disruption events may have an adverse impact on the Index Closing Level or the manner in which it is calculated and, therefore, may have an adverse affect on the market value of the Securities. See Specific Terms of the Securities Market Disruption Event.
UBS may redeem the Securities prior to the Maturity Date.
On any Business Day on or after July 18, 2016, UBS may elect to redeem all, but not less than all, the outstanding Securities upon not less than eighteen calendar days prior notice.
If UBS elects to redeem your Securities pursuant to the UBS Call Right, you may not be able to reinvest at comparable terms or returns.
If UBS were to be subject to restructuring proceedings, the market value of the Securities may be adversely affected.
Under certain circumstances, the Swiss Financial Market Supervisory Authority (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. 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, FINMA is authorized to open restructuring proceedings ( Sanierungsverfahren ) or
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liquidation (bankruptcy) proceedings ( Bankenkonkurs ) in respect of, and/or impose protective measures ( Schutzmassnahmen ) in relation to, UBS. The Swiss Banking Act, as last amended as of January 1, 2013, 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 ( Stundung ) or a maturity postponement ( Fälligkeitsaufschub ), 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. As of the date of this prospectus supplement, there are no precedents as to what impact the revised regime would have on the rights of holders of the Securities or the ability of UBS to make payments thereunder if one or several of the measures under the revised insolvency regime were imposed in connection with a resolution of UBS.
Significant aspects of the tax treatment of the Securities are uncertain.
Significant aspects of the tax treatment of the Securities are uncertain. We do not plan to request a ruling from the IRS regarding the tax treatment of the Securities, and the IRS or a court may not agree with the tax treatment described in this prospectus supplement. Please read carefully the section entitled What are the tax consequences of the Securities? in the summary section on page S-13, the section entitled Material U.S. Federal Income Tax Consequences on page S-71, and the section U.S. Tax Considerations in the accompanying prospectus. You should consult your tax advisor about your own tax situation.
It is possible that your Securities could be treated as a constructive ownership transaction which would be subject to the constructive ownership rules of Section 1260 of the Code. Under Section 1260 of the Code, special tax rules apply to an investor that enters into a constructive ownership transaction with respect to an equity interest in a pass-thru entity. For this purpose, (i) a constructive ownership transaction includes entering into a forward contract with respect to a pass-thru entity, and (ii) an entity that is treated as a partnership for tax purposes is considered to be a pass-thru entity. We understand that the Index is currently primarily composed of entities that are treated as partnerships for tax purposes. It is not entirely clear how Section 1260 of the Code applies in the case of an index that primarily references pass-thru entities like the Index. Although the matter is not free from doubt, it is likely that Section 1260 of the Code should also apply to the portion of your return on the Securities that is determined by reference to the Index Constituents that are pass-thru entities(the Pass-Thru Index Constituents). If such portion your Securities is subject to these rules, then any long-term capital gain that you realize upon the sale, exchange or maturity of your Securities that is attributable to the Pass-Thru Index Constituents would be recharacterized as ordinary income (and you would be subject to an interest charge on the deferred tax liability with respect to such capital gain) to the extent that such capital gain exceeds the amount of long-term capital gain that you would have realized had you purchased an actual interest in the Pass-Thru Index Constituents (in an amount equal to the leveraged notional amount of the Pass-Thru Index Constituents that are referenced by the Securities) on the date that you purchased your Securities and sold your interest in the Pass-Thru Index Constituents on the date of the sale, exchange, redemption or maturity of the Securities (the Excess Gain Amount). If your Securities are subject to Section 1260 of the Code, the Excess Gain Amount will be presumed to be equal to all of the gain that you recognized in respect of the Securities that is attributable to the Pass-Thru Index Constituents (in which case all of such gain would be recharacterized as ordinary income that is subject to an interest charge) unless you provide clear and convincing evidence to the contrary. You should review the discussion of Section 1260 on page S-72 and are urged consult your own tax advisor regarding the potential application of these rules.
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The IRS released a notice in 2007 that may affect the taxation of holders of the Securities. According to the notice, the IRS and the Treasury Department are actively considering, among other things, whether holders of instruments such as the Securities should be required to accrue ordinary income on a current basis (possibly in excess of the Coupon Amounts), whether gain or loss upon the sale, exchange, redemption or maturity of such instruments should be treated as ordinary or capital, whether foreign holders of such instruments should be subject to withholding tax, and whether the special constructive ownership rules of Section 1260 of the Code should be applied to such instruments. Similarly, the IRS and the Treasury Department have current projects open with regard to the tax treatment of pre-paid forward contracts and contingent notional principal contracts. While it is impossible to anticipate how any ultimate guidance would affect the tax treatment of instruments such as the Securities (and while any such guidance may be issued on a prospective basis only), such guidance could be applied retroactively and could in any case increase the likelihood that you will be required to accrue income (possibly in excess of the Coupon Amounts) over the term of an instrument such as the Securities. The outcome of this process is uncertain.
Furthermore, in 2007, legislation was introduced in Congress that, if enacted, would have required holders of the Securities purchased after the bill was enacted to accrue interest income over the term of the Securities in an amount that could exceed the Coupon Amounts that are paid on the Securities. It is not possible to predict whether a similar or identical bill will be enacted in the future and whether any such bill would affect the tax treatment of your Securities.
Holders are urged to consult their tax advisors concerning the significance and the potential impact of the above considerations. We intend to treat your Securities for United States federal income tax purposes in accordance with the treatment described above and under Material U.S. Federal Income Tax Consequences on page S-71 unless and until such time as there is a change in law or the Treasury Department and IRS determines that some other treatment is more appropriate.
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We have derived all information contained in this prospectus supplement regarding the S&P MLP Index, including, without limitation, its make-up, performance, method of calculation and changes in its constituents, from publicly available sources. Such information reflects the policies of and is subject to change by S&P Dow Jones Indices LLC, a division of the McGraw-Hill Companies, Inc. (SPDJI or the Index Sponsor). We make no representation or warranty as to the accuracy or completeness of such information. The S&P MLP Index is calculated, maintained and published by the Index Sponsor. The Index Sponsor has no obligation to continue to publish, and may discontinue the publication of, the Index.
The S&P MLP Index (the Index) is a price-return index calculated on a real-time basis beginning when the first traded price of any of the Index Constituent Securities is received by SPDJI. Prices are delivered to the New York Stock Exchange (NYSE) every 15 seconds and subsequently published to data vendors under the ticker symbol SPMLP.
The Securities are linked to the performance, two times leveraged and compounded monthly, measured by reference to its closing level, of the Index.
Introduction
The Index is designed to measure leading Master Limited Partnerships (MLPs) and limited liability companies (LLCs) that trade on major U.S. exchanges. MLPs are limited liability partnerships that are publicly traded on a securities exchange. Publicly traded LLCs have a similar legal structure to MLPs and share the same tax characteristics. As the vast majority of traded partnerships have operations in the oil and gas industries, the Index focuses on companies in the Global Industry Classification Standard ® (GICS) Energy Sector and the GICS Gas Utilities Industry. Index values are available at the Index Sponsors website, www.spdji.com. Information contained in the Index Sponsors website is not incorporated by reference in, and should not be considered a part of, this prospectus supplement. We make no representation or warranty as to the accuracy or completeness of information contained on the Index Sponsors website.
Index Construction
Base date and value
The base date of the Index is July 20, 2001, and the base value on such date was 1000. The Index was comprised of 79 Index Constituent Securities as of June 30, 2015.
Eligibility Criteria
To qualify for membership in the Index, an Index Constituent Security must satisfy the following criteria:
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Be a publicly traded partnership with either an MLP or an LLC company structure.
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Be listed on the New York Stock Exchange (NYSE) (including NYSE Arca and the NYSE MKT), the NASDAQ Global Select Market, the NASDAQ Select Market or the NASDAQ Capital Market.
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Belong to the GICS Energy Sector (GICS Code 10) or Gas Utilities Industry (GICS Code 551020).
Timing of Changes
Index Constituent membership is reviewed once a year at the October rebalancing. The reference date for such additions and deletions is after the closing of the last trading date of September. Index Constituent changes and weight adjustments occur after the closing of the third Friday of October. See Index Maintenance below.
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Index Inclusion Criteria
At each annual rebalancing, a stock that meets the eligibility criteria above is added to the Index if the following requirements are met:
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Float-adjusted market capitalization of at least US$300 million as of the rebalancing reference date.
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Average daily value traded of at least US$2 million for the three months prior to the rebalancing reference date.
No additions are made to the Index between rebalancings.
Index Exclusion Criteria
An Index Constituent Security may be deleted from the Index for the following reasons:
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During the October rebalancing, if the Index Constituent Security no longer has a float-adjusted market capitalization of at least US$250 million as of the rebalancing reference date.
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During the October rebalancing, if the Index Constituent Security no longer has an average daily value traded of at least US$1.5 million for the three months prior to the rebalancing reference date.
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Between rebalancings, if the Index Constituent is subject to certain corporate events such as mergers, acquisitions, bankruptcies, takeovers or delistings.
In cases of mergers involving two Index Constituents, the merged company deemed to be the acquirer in the transaction remains in the Index, provided it meets all eligibility requirements. If the acquisition payment is stock-based, the acquirers Index shares increase proportionately to the terms of the transactions. If the acquisition payment is not stock-based, the acquirers Index shares remain at pre-merger levels.
Modified Market Capitalization Weighting
The Index is calculated based on a modified market capitalization weighting scheme, using the divisor methodology used in S&P Dow Jones equity indices. (See Calculation of the Index.)
At each annual rebalancing, no Index Constituent Security can have a weight of more than 15% in the Index and all Index Constituent Securities with a weight greater than 4.5%, based on float-adjusted market capitalization, are not allowed, as a group, to exceed 45% of the Index.
In order to uphold these parameters, the Index uses a modified market capitalization-weighting scheme. Modifications are made to market capitalization weights, if required, to reflect available float, while applying single stock and concentration limit capping to the Index Constituent Securities.
There are two steps in the construction of the Index. The first is the selection of the Index Constituent Securities, and the second is the weighting of the Index Constituent Securities as follows.
Index Constituent Security Selection
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A list is compiled of all publicly traded partnerships that meet the eligibility criteria described above.
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For each stock, the average three-month daily value traded (Liquidity) and float-adjusted market capitalization, as of the reference date, are measured.
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- All non-current Index Constituent Securities with a market capitalization of less than US$300 million and/or Liquidity of less than US$2 million are removed, along with all current Index Constituent Securities with a market capitalization of less than US$250 million and/or Liquidity of less than US$1.5 million. The remaining stocks become Index Constituent Securities.
Index Constituent Security Weightings
At each rebalancing, the weight for each Index Constituent Security is set in the following manner:
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With data reflected on the rebalancing reference date, each Index Constituent Security is weighted by float-adjusted market capitalization.
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If any Index Constituent Security has a weight greater than 15% that Index Constituent Security has its weight capped at 15%.
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All excess weight is proportionally redistributed to all uncapped Index Constituent Securities.
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After this redistribution, if the weight of any other Index Constituent Security, then, exceeds 15%, the process is repeated iteratively until no Index Constituent Securities breach the 15% weight cap.
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The weights of all Index Constituent Securities which have a weight greater than 4.5% are added together. If the total weight of these Index Constituent Securities is less than 45% then the capping is completed.
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If the total weight of all Index Constituent Securities which have a weight greater than 4.5% is greater than 45%, then the Index Constituent Securities in question are ranked in descending order based on weight, summed cumulatively, and the first Index Constituent Security that brings the total weight of the group above 45% is, then, capped. This Index Constituent Security is capped to a weight equal to the larger of (1) 4.5% or (2) the difference between 45% and the total weight of all the Index Constituent Securities larger than the Index Constituent Security in question.
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All Index Constituent Securities with weights greater than 4.5%, but with lower weights than the Index Constituent Security capped in step 6, are capped to a weight of 4.5%.
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All excess weight is proportionally redistributed to all Index Constituent Securities with a weight less than 4.5%
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After this redistribution, if the weight of any Index Constituent Security that was originally less than 4.5% then exceeds 4.5%, the process is repeated iteratively until no Index Constituent Securities breach the 4.5% weight cap.
Calculation of the Index
The Index Level is equal to the Index Market Value divided by the Index Divisor.
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where:
P i = price of stock i
Shares i = Number of shares of stock i outstanding
IWF i = stock i s float factor
Float Factor
The float factor of a stock reflects the amount of the stocks shares available to investors rather than all of the outstanding shares. The percentage of shares available to investors is calculated as (available float shares)/(total shares outstanding). This methodology is designed to eliminate blocks of ownership held for purposes of control rather than investment. SPDJI uses a 5% minimum threshold for control blocks.
For example, if 10% of the stock is owned by officers and directors of the company, then the available float (the float factor) is 90%/100%, or 0.9. However, if officers and directors only owned 3%, and there were no other control holders owning in excess of 5%, then the available float is 100%/100%, or 1.00. However, if officers and directors owned 3% and another control holders together owned 20%, then the available float would be 77%/100%, or 0.77, since 23% of the total shares outstanding would be considered to be held for control.
Adjusted Stock Market Value
However, the market capitalization calculated is adjusted by means of an adjustment factor in order to establish the appropriate weighting for each stock (see Index Construction Index Constituent Security Weightings above).
Adjusted Stock Market Value = P i * Shares i * IWF i * AWF i
where:
AWF i = the adjustment factor of stock i assigned at each rebalancing date, t , which adjusts the market capitalization for all Index Constituent Securities to achieve the required weight, while maintaining the total market value of the overall Index.
The AWF for each Index Constituent Security, i , on rebalancing date, t , is calculated by
where:
Z = an Index specific constant set for the purpose of deriving the AWF and, therefore, each stocks share count used in the Index calculation (referred to as modified Index shares)
W i,t = weight of stock i on rebalancing date t .
FloatAdjustedMarketValue i,t = the Float Adjusted Market Value of stock i on rebalancing date t .
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Index Divisor
The Index Divisor is defined based on the Index Level and Index Market Value defined above. The Index Level is not altered by Index rebalancings. However, since prices and outstanding shares will have changed since the last rebalancing, the Index Divisor will change at the rebalancing:
where:
Index Maintenance
Rebalancing Frequency
The Index undergoes a major rebalancing once a year in October, coinciding with the annual review of the qualifying universe. The rebalancing effective date is after the close of the third Friday in October. The reference date is after the close of the last trading date in September.
Index Constituent Securities are weighted and assigned Index shares using the closing prices as of the second Friday of October as the reference price. Since Index shares are assigned based on prices one week prior to the rebalancing, the actual weight of each Index Constituent Security at the rebalancing differs from the target equal weights due to market movements.
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Index Adjustments
| Corporate Action | Adjustment Made to Index | Divisor Adjustment |
|---|---|---|
| Spin-Off | In general, both the parent company and spin-off company remain in the Index until the next Index rebalancing, regardless of whether | |
| they conform to the theme of the Index. When there is no market-determined price available for the spin-off company, the spun-off company is added to the Index at zero price at the close of the day before the ex-date. However, if (a) the next Index | ||
| rebalancing is more than three months away and (b) either the parent company or the spun-off company is clearly not eligible for the Index, then the spun-off company will be reviewed by the Index Committee on a case-by-case basis and the appropriate | ||
| treatment will be preannounced. If a decision is made to keep the spun-off | ||
| company and drop the parent, because of a determination that the spun-off company is within the theme of the Index while the parent company no longer meets such requirements, the weight of the parent stock is distributed proportionately across the | ||
| rest of the Index. Alternately, if a decision is made to drop the spun-off | ||
| company and keep the parent, because it has been determined that the parent company is within the theme of the Index while the spun-off company does not meet such requirements, the weight of the spun-off company is distributed proportionately across | ||
| the rest of the Index. | No | |
| Rights Offering | The price is adjusted to the price of the parent company minus (the price of the rights offering/rights ratio). Index shares change so that the companys weight remains the | |
| same as its weight before the rights offering. | No | |
| Stock Dividend, Stock Split, Reverse Stock Split | Index shares are multiplied by and the price is divided by the split factor. | No |
| Share Issuance or Share Repurchase | None. Actual shares outstanding of the company play no role in the daily Index calculation. | No |
| Special Dividends | The price of the Index Constituent Security making the special dividend payment is reduced by the per-share special dividend amount after the close of trading on the day before the | |
| ex-date | Yes | |
| Delisting, acquisition or any other corporate action resulting in the deletion of the Index Constituent Security from the Index | The Index Constituent Security is dropped from the Index. If the acquirer is an Index Constituent and the acquisition is stock-based, the Index shares of the acquirer increase | |
| proportionately to the terms of the transaction. The weight lost by the deletion and any applicable Index share changes causes the weights of all other Index Constituent Securities to change proportionately. | Yes |
Index Governance
The Americas Thematic and Strategy Index Committee (the Index Committee) maintains the Index. At each meeting, the Index Committee reviews pending corporate actions that may affect Index Constituents, statistics comparing the composition of the Index to the market, companies that are being
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considered as candidates for addition to the Index, and any significant market events. In addition, the Index Committee may revise Index policy covering rules for selecting companies, treatment of dividends, share counts or other matters.
The Index Sponsor considers information about changes to its indices and related matters to be potentially market moving and material. Therefore, all Index Committee discussions are confidential.
Index Policy
Announcements
All Index Constituents are evaluated daily for data needed to calculate Index levels and returns. All events affecting the daily Index calculation are typically announced five days in advance via the Index Corporate Action report.
All methodology changes are posted to the S&P Dow Jones Indices website. The latest available version is posted on the Index Sponsors website at www.spdji.com.
Holiday Schedule
The Index is calculated all business days of the year when the US equity markets are open.
Unscheduled Market Closures
In situations where an exchange is forced to close early due to unforeseen events, such as computer or electric power failures, weather conditions or other events, S&P Dow Jones Indices will calculate the closing price of the Index based on (1) the closing prices published by the exchange, or (2) if no closing price is available, the last regular trade reported for each Index Constituent Security before the exchange closed. If an exchange fails to open due to unforeseen circumstances, S&P Dow Jones Indices treats this closure as a standard market holiday. The Index will use the prior days closing prices and shift any corporate actions to the following business day. If all exchanges fail to open or in other extreme circumstances, S&P Dow Jones Indices may determine not to publish the Index for that day.
Recalculation Policy
S&P Dow Jones Indices reserves the right to recalculate the Index under certain limited circumstances. S&P Dow Jones Indices may choose to recalculate and republish the Index if it is found to be incorrect or inconsistent within two trading days of the publication of the Index level in question for one of the following reasons:
-
Incorrect or revised closing price
-
Missed corporate event
-
Late announcement of a corporate event
-
Incorrect application of corporate action or Index methodology
Any other restatement or recalculation of the Index is only done under extraordinary circumstances to reduce or avoid possible market impact or disruption as solely determined by the Index Committee.
Treatment of Distributions
The Index is a price-return index that does not account for distributions.
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Historical and Estimated Historical Performance
The level of the Index is deemed to have been 1000 on July 20, 2001, which is referred to as the Index commencement date. The Index Sponsor began calculating the Index on September 6, 2007. Therefore, the historical information for the period from the Index commencement date until September 6, 2007 is hypothetical and is provided as an illustration of how the Index would have performed during the period had the Index Sponsor begun calculating the Index on the Index commencement date using the methodology it currently uses. This data does not reflect actual performance, nor was a contemporaneous investment model run of the Index. Only historical information for the period from and after September 6, 2007 is based on the actual performance of the Index.
Any historical and estimated historical upward or downward trend in value of the Index during any period shown below is not an indication that the value of the Index is more or less likely to increase or decrease at any time during the term of the Securities. The historical or estimated historical Index price returns or total returns do not give an indication of future performance of the Index. UBS cannot make any assurance that the future performance of the Index or the Index Constituent Securities will result in holders of the Securities receiving a positive return on their investment.
The table below shows the estimated historical and historical performance of each of the Index and the price return version of the Index from December 31, 2004 through July 10, 2015.
Estimated Historical and Historical Results for
the period December 31, 2004 through July 10, 2015
| Year | Index — Ending Level | Annual Return | Price Return Index — Ending Level | Annual Return |
|---|---|---|---|---|
| 2004 | 1330.08 | N/A | 1,687.83 | N/A |
| 2005 | 1301.97 | -2.11% | 1,754.14 | 3.93% |
| 2006 | 1539.30 | 18.23% | 2,208.58 | 25.91% |
| 2007 | 1595.02 | 3.62% | 2,416.44 | 9.41% |
| 2008 | 924.98 | -42.01% | 1,511.22 | -37.46% |
| 2009 | 1514.29 | 63.71% | 2,701.93 | 78.79% |
| 2010 | 1920.41 | 26.82% | 3,652.17 | 35.17% |
| 2011 | 2072.07 | 7.90% | 4,180.53 | 14.47% |
| 2012 | 2050.70 | -1.03% | 4,387.47 | 4.95% |
| 2013 | 2517.83 | 22.78% | 5,692.74 | 29.75% |
| 2014 | 2572.19 | 2.16% | 6,128.78 | 7.66% |
| 2015 (through 7/10/15) | 2314.51 | -10.02% | 5,675.15 | -7.40% |
ESTIMATED HISTORICAL OR PAST HISTORICAL PERFORMANCE
IS NOT INDICATIVE OF FUTURE RESULTS.
The table below shows the estimated historical and historical performance of the Index from December 31, 2004 through July 10, 2015 in comparison with the Alerian MLP Index and the S&P 500 ® Index.
| Total Return | 236.24% | 227.27% | 113.56% |
|---|---|---|---|
| Annualized Return | 12.21% | 11.92% | 7.47% |
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- The data for the Index for the period prior to its inception on September 6, 2007 is estimated and is derived by using the Indexs calculation methodologies with historical prices.
Historical information presented is as of July 10, 2015, and is furnished as a matter of information only. Estimated historical and historical performance of the Index is not an indication of future performance. Future performance of the Index may differ significantly from estimated historical and historical performance, either positively or negatively.
The graph below is based on the levels of the total return versions of the Index, the Alerian MLP Index and the S&P 500 ® Index.
- The data for the Index for the period prior to its inception on September 6, 2007 is estimated and is derived by using the Indexs calculation methodology with historical prices.
License Agreement
SPDJI and UBS have entered into a non-exclusive license agreement providing for the license to UBS, and certain of its affiliates, in exchange for a fee, of the right to use the Index, in connection with securities, including the Securities. The Index is owned and published by SPDJI.
Disclaimer
The license agreement between SPDJI and UBS provides that the following language must be set forth in this prospectus supplement:
The S&P MLP Index (the Index) is a product of S&P Dow Jones Indices LLC (SPDJI), and has been licensed for use by UBS AG (UBS). Standard & Poors ® and S&P ® are registered trademarks of Standard & Poors Financial Services LLC (S&P); Dow Jones ® is a registered trademark of Dow Jones
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Trademark Holdings LLC (Dow Jones); and these trademarks have been licensed for use by SPDJI and sublicensed for certain purposes by UBS. The Securities are not sponsored, endorsed, sold or promoted by SPDJI, Dow Jones, S&P, any of their respective affiliates (collectively, S&P Dow Jones Indices). S&P Dow Jones Indices makes no representation or warranty, express or implied, to the owners of the Securities or any member of the public regarding the advisability of investing in securities generally or the Securities particularly or the ability of the Index to track general market performance. S&P Dow Jones Indices only relationship to UBS with respect to the Index is the licensing of the Index and certain trademarks, service marks and/or trade names of S&P Dow Jones Indices and/or its licensors. The Index is determined, composed and calculated by S&P Dow Jones Indices without regard to UBS or the Securities . S&P Dow Jones Indices have no obligation to take the needs of UBS or the owners of the Securities into consideration in determining, composing or calculating the Index. S&P Dow Jones Indices are not responsible for and have not participated in the determination of the prices, and amount of the Securities or the timing of the issuance or sale of the Securities or in the determination or calculation of the equation by which the Securities are to be converted into cash, surrendered or redeemed, as the case may be. S&P Dow Jones Indices have no obligation or liability in connection with the administration, marketing or trading of the Securities . There is no assurance that investment products based on the Index will accurately track index performance or provide positive investment returns. S&P Dow Jones Indices LLC is not an investment advisor. Inclusion of a security within an index is not a recommendation by S&P Dow Jones Indices to buy, sell, or hold such security, nor is it considered to be investment advice.
S&P DOW JONES INDICES DOES NOT GUARANTEE THE ADEQUACY, ACCURACY, TIMELINESS AND/OR THE COMPLETENESS OF THE INDEX OR ANY DATA RELATED THERETO OR ANY COMMUNICATION, INCLUDING BUT NOT LIMITED TO, ORAL OR WRITTEN COMMUNICATION (INCLUDING ELECTRONIC COMMUNICATIONS) WITH RESPECT THERETO. S&P DOW JONES INDICES SHALL NOT BE SUBJECT TO ANY DAMAGES OR LIABILITY FOR ANY ERRORS, OMISSIONS, OR DELAYS THEREIN. S&P DOW JONES INDICES MAKE NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES, OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE OR AS TO RESULTS TO BE OBTAINED BY UBS, OWNERS OF THE SECURITIES, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE INDEX OR WITH RESPECT TO ANY DATA RELATED THERETO. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT WHATSOEVER SHALL S&P DOW JONES INDICES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, TRADING LOSSES, LOST TIME OR GOODWILL, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE. THERE ARE NO THIRD PARTY BENEFICIARIES OF ANY AGREEMENTS OR ARRANGEMENTS BETWEEN S&P DOW JONES INDICES AND UBS, OTHER THAN THE LICENSORS OF S&P DOW JONES INDICES.
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Valuation of the Index and the Securities
Intraday Index Values
On each Index Business Day, the Index Sponsor will calculate and publish the intraday indicative value of the Index every 15 seconds during normal trading hours on Bloomberg under the ticker symbol SPMLP. The actual Index closing level may vary, and on a cumulative basis over the term of the Securities may vary significantly, from the intraday indicative value of the Index.
The Index Sponsor is not affiliated with UBS and does not approve, endorse, review or recommend the Index or the Securities. The information used in the calculation of the intraday indicative value of the Index will be derived from sources the Index Sponsor deems reliable, but the Index Sponsor and its affiliates do not guarantee the correctness or completeness of the intraday indicative value or other information furnished in connection with the Securities or the calculation of the Index. The Index Sponsor makes no warranty, express or implied, as to results to be obtained by UBS, UBS customers, holders of the Securities, or any other person or entity from the use of the intraday indicative value of the Index or any data included therein. the Index Sponsor makes no express or implied warranties, and expressly disclaims all warranties of merchantability or fitness for a particular purpose with respect to the intraday indicative value of the Index or any data included therein. The Index Sponsor, its employees, subcontractors, agents, suppliers and vendors shall have no liability or responsibility, contingent or otherwise, for any injury or damages, whether caused by the negligence of the Index Sponsor, its employees, subcontractors, agents, suppliers or vendors or otherwise, arising in connection with the indicative value of the Index or the Securities, and shall not be liable for any lost profits, losses, punitive, incidental or consequential damages. The Index Sponsor shall not be responsible for or have any liability for any injuries or damages caused by errors, inaccuracies, omissions or any other failure in, or delays or interruptions of, the indicative value, from whatever cause. The Index Sponsor is not responsible for the selection of or use of the Index or the Securities, the accuracy and adequacy of the Index or information used by UBS and the resultant output thereof.
The intraday indicative calculation of the level of the Index will be provided for reference purposes only. Published calculations of the level of the Index from the Index Sponsor may occasionally be subject to delay or postponement. Any such delays or postponements will affect the current level of the Index and therefore the value of the Securities in the secondary market. The intraday indicative value of the Index published every 15 seconds will be based on the intraday prices of the Index Constituent Securities.
Intraday Security Values
An intraday indicative value meant to approximate the expected trading value of the Securities in a liquid market will be calculated by the NYSE and published to Bloomberg (based in part on information provided by SPDJI) or a successor via the facilities on the Consolidated Tape Association under the symbol MLPV.IV. In connection with your Securities, we use the term indicative value to refer to the value at a given time and date equal to (i) Current Principal Amount multiplied by the Index Factor calculated using the intraday indicative value of the Index as of such time as the Index Valuation Level, minus (ii) the Adjusted Tracking Fee Shortfall, if any, as of such time and date assuming such time and date is the Redemption Valuation Date, minus (iii) the Accrued Financing Charges as of such time and date, assuming such time and date is the Redemption Valuation Date, plus (iv) assuming such time and date is the Redemption Valuation Date, the Coupon Amount with respect to the Coupon Valuation Date if on such Redemption Valuation Date the Coupon Ex-Date with respect to such Coupon Amount has not yet occurred plus (v) the Adjusted Coupon Amount, if any, as of such time and date.
The intraday indicative value calculation will be used to determine whether the Securities will be accelerated, as discussed under Specific Terms of the Securities Acceleration Upon Minimum
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Indicative Value or Intraday Index Value. It is not intended as a price or quotation, or as an offer or solicitation for the purchase, sale, or termination of your Securities, nor will it reflect hedging or other transactional costs, credit considerations, market liquidity or bid-offer spreads. The levels of the Index provided by the Index Sponsor will not necessarily reflect the depth and liquidity of the Index Constituent Securities. For this reason and others, the actual trading price of the Securities may be different from their indicative value.
The calculation of the intraday indicative value shall not constitute a recommendation or solicitation to conclude a transaction at the level stated, and should not be treated as giving investment advice.
The publishing of the intraday indicative value of the Securities by Bloomberg may occasionally be subject to delay or postponement. The actual trading price of the Securities may be different from their intraday indicative value. The intraday indicative value of the Securities published at least every 15 seconds during the NYSE Arcas Core Trading Session, which is currently from 9:30 a.m. to 4:00 p.m., New York City time, will be based on the intraday indicative values of the Index, and may not be equal to the payment at maturity, call or acceleration, or upon early redemption.
These intraday indicative value calculations have been prepared as of a particular time and date and will therefore not reflect subsequent changes in market values or prices or in any other factors relevant to their determination.
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Specific Terms of the Securities
In this section, references to holders mean those who own the Securities registered in their own names, on the books that we or the trustee maintains for this purpose, and not those who own beneficial interests in the Securities registered in street name or in the Securities issued in book-entry form through The Depository Trust Company (DTC) or another depositary. Owners of beneficial interests in the Securities should read the section entitled Legal Ownership and Book-Entry Issuance in the accompanying prospectus.
The Securities are part of a series of debt securities entitled Medium-Term Notes, Series B that we may issue, from time to time, under the indenture more particularly described in the accompanying prospectus. This prospectus supplement summarizes specific financial and other terms that apply to the Securities. Terms that apply generally to all Medium-Term Notes, Series B are described in Description of Debt Securities We May Offer in the accompanying prospectus. The terms described here ( i.e. , in this prospectus supplement) supplement those described in the accompanying prospectus and, if the terms described here are inconsistent with those described there, the terms described here are controlling.
The Securities are part of a single series of senior debt securities issued under our indenture, dated as of June 12, 2015 between us and U.S. Bank Trust National Association, as trustee.
Please note that the information about the price to the public and the net proceeds to UBS on the front cover of this prospectus supplement relates only to the initial sale of the Securities. If you have purchased the Securities in a secondary market transaction after the initial sale, information about the price and date of sale to you will be provided in a separate confirmation of sale.
We describe the terms of the Securities in more detail below.
The Securities do not guarantee any return of principal at, or prior to, maturity, call or acceleration, or upon early redemption. Instead, at maturity, you will receive a cash payment the amount of which will vary depending on the compounded leveraged monthly return of the Index calculated in accordance with the formulae set forth below and will be reduced by the Accrued Tracking Fee and the Accrued Financing Charges as of the last Index Business Day in the Final Measurement Period. We refer to this cash payment as the Cash Settlement Amount. If the amount so calculated is equal to or less than zero, the Cash Settlement Amount will be zero and you will not receive a cash payment.
For each Security you hold, you may receive on each Coupon Payment Date an amount in cash equal to the difference between the Reference Distribution Amount, calculated as of the corresponding Coupon Valuation Date, and the Accrued Tracking Fee, calculated as of the corresponding Coupon Valuation Date. To the extent the Reference Distribution Amount on a Coupon Valuation Date is less than the Accrued Tracking Fee on the corresponding Coupon Valuation Date, there will be no Coupon Amount payment made on the corresponding Coupon Payment Date, and a Tracking Fee Shortfall, as described below, will be included in the Accrued Tracking Fee for the next Coupon Valuation Date. If there is a Tracking Fee Shortfall as of the last Coupon Valuation Date, that amount will be taken into account in determining the Cash Settlement Amount.
If you exercise your right to have us redeem your Securities, for each Security you will receive a cash payment on the Redemption Date equal to (a) the product of (i) the Current Principal Amount and (ii) the Index Factor as of the Redemption Valuation Date plus (b) the Coupon Amount with respect to the Coupon Valuation Date immediately preceding the Redemption Valuation Date if on the Redemption Valuation Date the Coupon Ex-Date with respect to such Coupon Amount has not yet occurred, plus (c) the Adjusted Coupon Amount, if any, minus (d) the Adjusted Tracking Fee Shortfall, if any, as of the
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Redemption Valuation Date minus (e) the Accrued Financing Charges as of the Redemption Valuation Date minus (f) the Redemption Fee Amount. We refer to this cash payment as the Redemption Amount. We reserve the right from time to time to waive the Redemption Fee Amount in our sole discretion and on a case-by-case basis. There can be no assurance that we will elect to waive this fee and you should not assume you will be entitled to such fee waiver. For purpose of calculating the Redemption Amount, either the Adjusted Coupon Amount will be included or the Adjusted Tracking Fee Shortfall will be subtracted, but not both.
Subject to your compliance with the procedures described under Early Redemption at the Option of the Holders and Redemption Procedures and the potential postponements and adjustments as described under Market Disruption Event, you may submit a request on any Business Day during the term of the Securities to have us redeem your Securities, provided that you request that we redeem a minimum of 50,000 Securities. We reserve the right from time to time to waive this minimum redemption amount in our sole discretion on a case-by-case basis. You should not assume you will be entitled to the benefit of any such waiver. For any applicable redemption request, the Redemption Valuation Date will be the first Index Business Day following the date that the applicable redemption notice and redemption confirmation are delivered, except that we reserve the right from time to time to accelerate, in our sole discretion on a case-by-case basis, the Redemption Valuation Date to the date on which the notice of redemption is received by UBS rather than the following Index Business Day. You should not assume you will be entitled to the benefit of any such acceleration. The Securities will be repurchased and the holders will receive payment for their Securities on the third Business Day following the Redemption Valuation Date (the Redemption Date). If a Market Disruption Event is continuing or occurs on the scheduled Redemption Valuation Date with respect to any of the Index Constituent Securities, the Redemption Valuation Date may be postponed as described under Market Disruption Event.
Coupon Payment
For each Security you hold on the applicable Coupon Record Date, on each Coupon Payment Date you will receive an amount in cash equal to the difference between the Reference Distribution Amount, calculated as of the corresponding Coupon Valuation Date, and the Accrued Tracking Fee, calculated as of the corresponding Coupon Valuation Date (the Coupon Amount).
To the extent the Reference Distribution Amount on any Coupon Valuation Date is less than the Accrued Tracking Fee on the corresponding Coupon Valuation Date, there will be no Coupon Amount payment made on the corresponding Coupon Payment Date, and an amount equal to the difference between the Accrued Tracking Fee and the Reference Distribution Amount (the Tracking Fee Shortfall) will be included in the Accrued Tracking Fee for the next Coupon Valuation Date. This process will be repeated to the extent necessary until the Reference Distribution Amount for a Coupon Valuation Date is greater than the Accrued Tracking Fee for the corresponding Coupon Valuation Date. The final Coupon Amount will be included in the Cash Settlement Amount.
The Coupon Payment Date means the 15 th Index Business Day following each Coupon Valuation Date. The final Coupon Payment Date will be the Maturity Date, subject to adjustment as described herein. The first Coupon Payment Date will be October 21, 2015.
The Coupon Valuation Date means the 30 th of March, June, September and December of each calendar year during the term of the Securities or if such date is not an Index Business Day, then the first Index Business Day following such date, provided that the final Coupon Valuation Date will be the Calculation Date, subject to adjustment described herein. The first Coupon Valuation Date will be September 30, 2015.
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Specific Terms of the Securities
The Coupon Record Date means the ninth Index Business Day following each Coupon Valuation Date.
The Coupon Ex-Date, with respect to a Coupon Amount, means the first Exchange Business Day on which the Securities trade without the right to receive such Coupon Amount. Under current NYSE Arca practice, the Coupon Ex-Date will generally be the second Exchange Business Day prior to the applicable Coupon Record Date.
The Reference Distribution Amount means (i) as of the first Coupon Valuation Date, an amount equal to the gross cash distributions that a Reference Holder would have been entitled to receive in respect of the Index Constituent Securities held by such Reference Holder on the record date with respect to any Index Constituent Security, for those cash distributions whose ex-dividend date occurs during the period from and excluding the Initial Trade Date to and including the first Coupon Valuation Date; and (ii) as of any other Coupon Valuation Date, an amount equal to the gross cash distributions that a Reference Holder would have been entitled to receive in respect of the Index Constituent Securities held by such Reference Holder on the record date with respect to any Index Constituent Security for those cash distributions whose ex-dividend date occurs during the period from and excluding the immediately preceding Coupon Valuation Date to and including such Coupon Valuation Date.
Notwithstanding the foregoing, with respect to cash distributions for an Index Constituent Security which is scheduled to be paid prior to the applicable Coupon Ex-Date, if, and only if, the issuer of such Index Constituent Security fails to pay the distribution to holders of such Index Constituent Security by the scheduled payment date for such distribution, such distribution will be assumed to be zero for the purposes of calculating the applicable Reference Distribution Amount.
The Reference Holder is, as of any date of determination, a hypothetical holder of a number of units of each Index Constituent Security equal to two times (i) the published unit weighting of that Index Constituent Security as of that date, divided by (ii) the product of (a) the Index Divisor as of that date, and (b) the Monthly Initial Closing Level divided by the Current Principal Amount.
record date means, with respect to a distribution on an Index Constituent Security, the date on which a holder of the Index Constituent Security must be registered as a unitholder of such Index Constituent Security in order to be entitled to receive such distribution.
ex-dividend date means, with respect to a distribution on an Index Constituent Security, the first Business Day on which transactions in such Index Constituent Security trade on the Primary Exchange without the right to receive such distribution.
The Annual Tracking Fee means, as of any date of determination, an amount per Security equal to the product of (i) 0.95% per annum times (ii) the Current Indicative Value as of the immediately preceding Index Business Day.
The Accrued Tracking Fee is:
(1) with respect to the first Coupon Valuation Date, an amount equal to the product of
(a) the Annual Tracking Fee as of the first Coupon Valuation Date and
(b) a fraction, the numerator of which is the total number of calendar days from and excluding the Initial Trade Date to and including the first Coupon Valuation Date, and the denominator of which is 365; and
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(2) with respect to any Coupon Valuation Date other than the first Coupon Valuation Date, an amount equal to
(a) the product of
(i) the Annual Tracking Fee as of such Coupon Valuation Date and
(ii) a fraction, the numerator of which is the total number of calendar days from and excluding the immediately preceding Coupon Valuation Date to and including such Coupon Valuation Date, and the denominator of which is 365, plus
(b) the Tracking Fee Shortfall as of the immediately preceding Coupon Valuation Date. If there is a Tracking Fee Shortfall on the last Coupon Valuation Date, it will be taken into account in determining the Cash Settlement Amount, as described below.
The Current Indicative Value, as determined by the Security Calculation Agent, means, as of any date of determination, an amount per Security equal to:
Cash Settlement Amount at Maturity
The Maturity Date is July 14, 2045, which will be the third Business Day following the last Index Business Day in the Final Measurement Period, subject to adjustment as described below under Market Disruption Event.
For each Security, unless earlier called, redeemed or accelerated, you will receive at maturity a cash payment equal to
(a) the product of
(i) the Current Principal Amount and (ii) the Index Factor as of the last Index Business Day in the Final Measurement Period plus
(b) the final Coupon Amount, minus
(c) the Accrued Tracking Fee as of the last Index Business Day in the Final Measurement Period, minus
(d) the Accrued Financing Charges as of the last Index Business Day in the Final Measurement Period plus
(e) the Stub Reference Distribution Amount as of the last Index Business Day in the Final Measurement Period, if any.
We refer to this cash payment as the Cash Settlement Amount.
If the amount calculated above is equal to or less than zero, the payment at maturity will be zero.
You may lose some or all of your investment at maturity. The combined negative effect of the Accrued Tracking Fee (including any Tracking Fee Shortfall) and the Accrued Financing Charges will reduce your final payment. If the compounded leveraged monthly return of the Index is insufficient to offset the negative effect of the applicable fees and financing charges (less any Coupon Amounts and any Stub Reference Distribution Amounts), or if the compounded leveraged monthly return of the Index is negative, you will lose some or all of your investment at maturity.
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Specific Terms of the Securities
The Accrued Tracking Fee as of the last Index Business Day in the Final Measurement Period is an amount equal to (a) the product of (i) the Annual Tracking Fee (as defined on page S-53) calculated as of the last Index Business Day in the Final Measurement Period times (ii) a fraction, the numerator of which is the total number of calendar days from and excluding the Calculation Date to and including the last Index Business Day in the Final Measurement Period, and the denominator of which is 365, plus (b) the Tracking Fee Shortfall as of the last Coupon Valuation Date, if any.
The denomination and Face Amount of each Security is $25. The Securities may be issued and sold over time at then-current market prices which may be significantly higher or lower than the face amount.
The Current Principal Amount for the period from the Initial Settlement Date to July 31, 2015 (such period, the initial calendar month) will equal $25.00 per Security. For each subsequent calendar month, the Current Principal Amount for each Security will be reset as follows on the Monthly Reset Date:
New Current Principal Amount = previous Current Principal Amount Index Factor on the applicable Monthly Valuation Date Accrued Financing Charges on the applicable Monthly Valuation Date
For each calendar month, the Monthly Reset Date is the first Exchange Business Day of that month beginning on August 3, 2015 and ending on July 3, 2045, subject to adjustment as described under Market Disruption Event.
For each Monthly Reset Date, the Monthly Valuation Date is the last Exchange Business Day of the previous calendar month beginning on July 31, 2015 and ending on June 30, 2045, subject to adjustment as described under Market Disruption Event.
The Index Factor is: 1 + (2 × Index Performance Ratio)
The Index Performance Ratio on any Index Business Day during the Final Measurement Period, the Acceleration Valuation Period or the Call Measurement Period, or on any Monthly Valuation Date or Redemption Valuation Date, as applicable, is calculated as follows:
| Index Valuation Level Monthly Initial Closing Level |
|---|
| Monthly Initial Closing Level |
where the Monthly Initial Closing Level for the initial calendar month is 2347.11, the Index Closing Level on July 14, 2015. For each subsequent calendar month, the Monthly Initial Closing Level will equal the Index Closing Level on the Monthly Valuation Date for the previous calendar month.
The Index Closing Level will equal the closing level of the Index on any date of determination, as reported on the NYSE and Bloomberg L.P.
The Index Valuation Level will equal the arithmetic mean of the Index Closing Levels measured on each Index Business Day during the applicable Measurement Period, or the Index Closing Level on any Monthly Valuation Date or Redemption Valuation Date, as determined by the Security Calculation Agent, provided that if the Redemption Valuation Date falls in any Measurement Period, for the purposes of calculating the Index Performance Ratio as of the Redemption Valuation Date, the Index Valuation Level on any date of determination during such Measurement Period shall equal (a) 1/5 times (b) (i) the sum of the Index Closing Levels on each Index Business Day from, and including, the Call Valuation Date, Acceleration Date or the Calculation Date, as applicable, to, but excluding, the date of
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determination, plus (ii) the number of Index Business Days from and including the date of determination to and including the last Index Business Day in such Measurement Period, times the Index Closing Level on such date of determination.
Measurement Period means the Final Measurement Period, Call Measurement Period or Acceleration Valuation Period, as applicable.
On the Initial Trade Date, the Financing Level for each Security will equal $25. On any subsequent Monthly Valuation Date after the first Monthly Valuation Date, the Financing Level for each Security will equal the Current Principal Amount.
On the Initial Trade Date, the Accrued Financing Charges for each Security will equal $0. On any subsequent Monthly Valuation Date, the Accrued Financing Charges for each Security will equal the product of (i) the Financing Level on the immediately preceding Monthly Valuation Date times (ii) the Financing Rate times (iii) the number of calendar days from, but excluding, the immediately preceding Monthly Valuation Date to, and including, the then current Monthly Valuation Date divided by (iv) 360. The Accrued Financing Charges as of the last Index Business Day in the Final Measurement Period, the Call Measurement Period or the Acceleration Valuation Period, or as of the Redemption Valuation Date, as applicable, is an amount equal to the product of (i) the Financing Level on the immediately preceding Monthly Valuation Date times (ii) the Financing Rate times (iii) the number of calendar days from, but excluding, the immediately preceding Monthly Valuation Date to, and including, such last Index Business Day in the Final Measurement Period, the Call Measurement Period, or the Acceleration Valuation Period, or the Redemption Valuation Date, as applicable, divided by (iv) 360.
The Financing Level for each Security on the Initial Trade Date will equal $25. On any subsequent Monthly Valuation Date after the first Monthly Valuation Date, the Financing Level for each Security will equal the Current Principal Amount.
The accrued financing charges seek to compensate UBS for providing investors with the potential to receive a leveraged participation in movements in the Index Closing Level and are intended to approximate the monthly financing costs that investors may have otherwise incurred had they sought to borrow funds at a similar rate from a third party to invest in the Securities.
The Financing Rate will equal 1% plus the London interbank offered rate (British Bankers Association) for three-month deposits in U.S. Dollars, which is displayed on Reuters page LIBOR01 (or any successor service or page for the purpose of displaying the London interbank offered rates of major banks, as determined by the Security Calculation Agent), as of 11:00 a.m., London time, on the day that is two London business days prior to the immediately preceding Monthly Valuation Date. London business day means each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which banking institutions in London generally are authorized or obligated by law, regulation or executive order to close and is also a day on which dealings in U.S. dollars are transacted in the London interbank market.
The Final Measurement Period means the five Index Business Days from and including the Calculation Date, subject to adjustment as described under Market Disruption Event.
The Stub Reference Distribution Amount means, as of the last Index Business Day in the Final Measurement Period, the Call Measurement Period or the Acceleration Valuation Period, as applicable, an amount equal to the gross cash distributions that a Reference Holder would have been entitled to receive in respect of the Index Constituent Securities held by such Reference Holder on the record date with respect to any Index Constituent Security, for those cash distributions whose ex-dividend date
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occurs during the period from and excluding the first Index Business Day in the Final Measurement Period, the Call Measurement Period or the Acceleration Valuation Period, as applicable, to and including the last Index Business Day in the Final Measurement Period, the Call Measurement Period or the Acceleration Valuation Period, as applicable, provided, that for the purpose of calculating the Stub Reference Distribution Amount, the Reference Holder will be deemed to hold four-fifths, three-fifths, two-fifths and one-fifth of the shares of each Index Constituent Security it would otherwise hold on the second, third, fourth and fifth Index Business Day, respectively, in such Final Measurement Period, the Call Measurement Period or the Acceleration Valuation Period.
The Index Calculation Agent means the entity that calculates and publishes the level of the Index, which is currently S&P Dow Jones Indices LLC, a division of the McGraw-Hill Companies, Inc.
The Calculation Date means July 5, 2045, unless such day is not an Index Business Day, in which case the Calculation Date will be the next Index Business Day, subject to adjustments.
Index Business Day means any day on which the Primary Exchange and each Related Exchange are scheduled to be open for trading.
Exchange Business Day means any day on which the primary exchange or market for trading of the Securities is scheduled to be open for trading.
Primary Exchange means, with respect to each Index Constituent Security or each constituent underlying a successor index, the primary exchange or market of trading such Index Constituent Security or such constituent underlying a successor index.
Related Exchange means, with respect to each Index Constituent Security or each constituent underlying a successor index, each exchange or quotation system where trading has a material effect (as determined by the Security Calculation Agent) on the overall market for futures or options contracts relating to such Index Constituent Security or such constituent underlying a successor index.
Early Redemption at the Option of the Holders
Subject to your compliance with the procedures described below and the potential postponements and adjustments as described under Market Disruption Event, you may submit a request to have us redeem your Securities on any Index Business Day no later than 12:00 p.m., New York City time, and a confirmation of redemption by no later than 5:00 p.m., New York City time, on any Index Business Day, provided that you request that we redeem a minimum of 50,000 Securities. We reserve the right from time to time to waive this minimum redemption amount in our sole discretion on a case-by-case basis. You should not assume you will be entitled to the benefit of any such waiver. For any applicable redemption request, the Redemption Valuation Date will be the first Index Business Day following the date that the applicable redemption notice and redemption confirmation are delivered, except that we reserve the right from time to time to accelerate, in our sole discretion on a case-by-case basis, the Redemption Valuation Date to the date on which the notice of redemption is received by UBS rather than the following Index Business Day. You should not assume you will be entitled to the benefit of any such acceleration. To satisfy the minimum redemption amount, your broker or other financial intermediary may bundle your Securities for redemption with those of other investors to reach this minimum amount of 50,000 Securities.
The Securities will be redeemed and the holders will receive payment for their Securities on the third Business Day following the applicable Redemption Valuation Date (the Redemption Date). The first Redemption Date will be July 23, 2015, and the final Redemption Date will be July 7, 2045. In addition,
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if a call notice has been issued or if acceleration has been triggered, the last Redemption Valuation Date will be the fifth Index Business day prior to the Call Settlement Date or Acceleration Settlement Date, as applicable. If a Market Disruption Event is continuing or occurs on the applicable scheduled Redemption Valuation Date with respect to any of the Index Constituent Securities, such Redemption Valuation Date may be postponed as described under Market Disruption Event.
If you exercise your right to have us redeem your Securities, subject to your compliance with the procedures described under Redemption Procedures, for each applicable Security you will receive a cash payment on the relevant Redemption Date equal to
(a) the product of
(i) the Current Principal Amount and (ii) the Index Factor as of the Redemption Valuation Date, plus
(b) the Coupon Amount with respect to the Coupon Valuation Date immediately preceding the Redemption Valuation Date if on the Redemption Valuation Date the Coupon Ex-Date with respect to such Coupon Amount has not yet occurred, plus
(c) the Adjusted Coupon Amount, if any, minus
(d) the Adjusted Tracking Fee Shortfall, if any, as of the Redemption Valuation Date minus
(e) the Accrued Financing Charges as of the Redemption Valuation Date minus
(f) the Redemption Fee Amount.
We refer to this cash payment as the Redemption Amount. We reserve the right from time to time to waive the Redemption Fee Amount in our sole discretion and on a case-by-case basis. There can be no assurance that we will elect to waive this fee and you should not assume you will be entitled to such fee waiver.
For purposes of calculating the Redemption Amount, either the Adjusted Coupon Amount will be included or the Adjusted Tracking Fee Shortfall will be subtracted, but not both.
If the amount calculated above is equal to or less than zero, the payment upon early redemption will be zero.
We will inform you of such Redemption Amount on the first Business Day following the applicable Redemption Valuation Date.
You may lose some or all of your investment upon early redemption. The combined negative effect of the Adjusted Tracking Fee, the Accrued Financing Charges and the Redemption Fee Amount will reduce your final payment. If the compounded leveraged monthly return of the Index is insufficient to offset the negative effect of the applicable fees and financing charges (less any Coupon Amounts and/or Adjusted Coupon Amounts), or if the compounded leveraged monthly return of the Index is negative, you will lose some or all of your investment upon early redemption.
The Adjusted Coupon Amount, with respect to any Redemption Valuation Date, is an amount in cash equal to the difference between the Adjusted Reference Distribution Amount, calculated as of the applicable Redemption Valuation Date, and the Adjusted Tracking Fee, calculated as of such Redemption Valuation Date, to the extent that the Adjusted Reference Distribution Amount, calculated as of such Redemption Valuation Date, is greater than or equal to the Adjusted Tracking Fee, calculated as of such Redemption Valuation Date.
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The Adjusted Reference Distribution Amount, as of any Redemption Valuation Date, is an amount equal to the gross cash distributions that a Reference Holder would have been entitled to receive in respect of the Index Constituent Securities held by such Reference Holder on the record date with respect to an Index Constituent Security, for those cash distributions whose ex-dividend date occurs during the period from and excluding the immediately preceding Coupon Valuation Date (or if the Redemption Valuation Date occurs prior to the first Coupon Valuation Date, the period from and excluding the Initial Trade Date) to and including such Redemption Valuation Date.
The Adjusted Tracking Fee, as of any Redemption Valuation Date, is an amount equal to (a) the Tracking Fee Shortfall as of the immediately preceding Coupon Valuation Date plus (b) the product of (i) the Annual Tracking Fee as of such Redemption Valuation Date and (ii) a fraction, the numerator of which is the total number of calendar days from and excluding the immediately preceding Coupon Valuation Date (or if the Redemption Valuation Date occurs prior to the first Coupon Valuation Date, the period from and excluding the Initial Trade Date) to and including such Redemption Valuation Date, and the denominator of which is 365.
The Adjusted Tracking Fee Shortfall, as of any Redemption Valuation Date, is the difference between the Adjusted Tracking Fee and the Adjusted Reference Distribution Amount, to the extent that the Adjusted Reference Distribution Amount, calculated as of such Redemption Valuation Date, is less than the Adjusted Tracking Fee, calculated as of such Redemption Valuation Date.
Some of the defined terms used in this section have different applications when used in determining the Call Settlement Amount. For the definitions of the terms relevant to a call, please refer to UBSs Call Right.
We discuss these matters in the accompanying prospectus under Description of Debt Securities We May Offer Redemption and Payment.
The Redemption Amount is meant to induce arbitrageurs to counteract any trading of the Securities at a premium or discount to their indicative value, though there can be no assurance that arbitrageurs will employ the redemption feature in this manner.
Redemption Procedures
To redeem your Securities, you must instruct your broker or other person through whom you hold your Securities to take the following steps through normal clearing system channels:
Ø deliver a notice of redemption, which is attached to this prospectus supplement as Annex A, to UBS via email no later than 12:00 p.m. (New York City time) on the Index Business Day on which you elect to exercise your redemption right. If we receive your notice by the time specified in the preceding sentence, we will respond by sending you a form of confirmation of redemption which is attached to this prospectus supplement as Annex B;
Ø deliver the signed confirmation of redemption to us via facsimile in the specified form by 5:00 p.m. (New York City time) on the same day. We or our affiliate must acknowledge receipt in order for your confirmation to be effective;
Ø instruct your DTC custodian to book a delivery vs. payment trade with respect to your Securities on the applicable Redemption Valuation Date at a price equal to the Redemption Amount; and
Ø cause your DTC custodian to deliver the trade as booked for settlement via DTC at or prior to 12:00 p.m. (New York City time) on the applicable Redemption Date.
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Different brokerage firms may have different deadlines for accepting instructions from their customers. Accordingly, as a beneficial owner of the Securities, you should consult the brokerage firm through which you own your interest for the relevant deadline. If your broker delivers your notice of redemption after 12:00 p.m. (New York City time), or your confirmation of redemption after 5:00 p.m. (New York City time), on the Business Day prior to the applicable Redemption Valuation Date, your notice will not be effective, you will not be able to redeem your Securities until the following Redemption Date and your broker will need to complete all the required steps if you should wish to redeem your Securities on any subsequent Redemption Date. In addition, UBS may request a medallion signature guarantee or such assurances of delivery as it may deem necessary in its sole discretion. All instructions given to participants from beneficial owners of Securities relating to the right to redeem their Securities will be irrevocable.
We reserve the right from time to time to waive the minimum redemption amount or the Redemption Fee Amount in our sole discretion on a case-by-case basis. In addition, we reserve the right from time to time to accelerate, in our sole discretion on a case-by-case basis, the Redemption Valuation Date to the date on which the notice of redemption is received by UBS rather than the following Index Business Day. You should not assume you will be entitled to the benefit of any such waiver or election to accelerate the Redemption Valuation Date.
UBSs Call Right
We have the right to redeem all, but not less than all, of the Securities upon not less than eighteen calendar days prior notice to the holders of the Securities, such redemption to occur on any Business Day that we may specify on or after July 18, 2016 through and including the Maturity Date (the Call Settlement Date). Upon early redemption in the event we exercise this right, you will receive a cash payment equal to
(a) the product of
(i) the Current Principal Amount and (ii) the Index Factor as of the last Index Business Day in the Call Measurement Period, plus
(b) the Coupon Amount with respect to the Coupon Valuation Date immediately preceding the Call Valuation Date if on the last Index Business Day in the Call Measurement Period the Coupon Ex-Date with respect to such Coupon Amount has not yet occurred, plus
(c) the Adjusted Coupon Amount, if any, minus
(d) the Accrued Tracking Fee as of the last Index Business Day in the Call Measurement Period, minus
(e) the Accrued Financing Charges as of the last Index Business Day in the Call Measurement Period, plus
(f) the Stub Reference Distribution Amount as of the last Index Business Day in the Call Measurement Period, if any.
We refer to this cash payment as the Call Settlement Amount.
If the amount calculated above is equal to or less than zero, the payment upon early redemption will be zero.
If UBS issues a call notice on any calendar day, the Call Valuation Date will be the last Business Day of the week following the week in which the call notice is issued, generally Friday. If UBS issues a call notice on a Friday, the related Call Valuation Date will fall on the following Friday.
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We will inform you of such Call Settlement Amount on the first Business Day following the last Index Business Day in the Call Measurement Period.
The holders will receive payment for their Securities on the third Business Day following the last Index Business Day in the Call Measurement Period (the Call Settlement Date). If a Market Disruption Event is continuing or occurs on the scheduled Call Valuation Date with respect to any of the Index Constituent Securities, such Call Valuation Date may be postponed as described under Market Disruption Event.
The Call Measurement Period means the five Index Business Days from and including the Call Valuation Date, subject to adjustments as described under Market Disruption Event.
You may lose some or all of your investment upon a call. The combined negative effect of the Accrued Tracking Fee and the Accrued Financing Charges will reduce your final payment. If the compounded leveraged monthly return of the Index is insufficient to offset the negative effect of the applicable fees and financing charges (less any Coupon Amounts, Stub Reference Distribution Amounts and/or Adjusted Coupon Amounts), or if the compounded leveraged monthly return of the Index is negative, you will lose some or all of your investment upon a call.
The Accrued Tracking Fee as of the last Index Business Day in the Call Measurement Period is an amount equal to
(a) the product of
(i) the Annual Tracking Fee calculated as of the last Index Business Day in such Call Measurement Period, and (ii) a fraction, the numerator of which is the total number of calendar days from and excluding the Call Valuation Date to and including the last Index Business Day in such Call Measurement Period, and the denominator of which is 365, plus
(b) the Adjusted Tracking Fee Shortfall (as defined below), if any.
The Adjusted Coupon Amount, with respect to the Call Valuation Date, is an amount in cash equal to the difference between the Adjusted Reference Distribution Amount (as defined below), calculated as of the Call Valuation Date, and the Adjusted Tracking Fee (as defined below), calculated as of the Call Valuation Date. To the extent the Adjusted Reference Distribution Amount is less than the Adjusted Tracking Fee, the Call Settlement Amount will not include the Adjusted Tracking Fee Shortfall (as defined below) and will be included in the calculation of the Accrued Tracking Fee as of the last Index Business Day in the Call Measurement Period.
The Adjusted Reference Distribution Amount, as of the Call Valuation Date, is an amount equal to the gross cash distributions that a Reference Holder would have been entitled to receive in respect of the Index Constituent Securities held by such Reference Holder on the record date with respect to an Index Constituent Security, for those cash distributions whose ex-dividend date occurs during the period from and excluding the immediately preceding Coupon Valuation Date to and including the Call Valuation Date.
The Adjusted Tracking Fee, as of the Call Valuation Date, is an amount equal to (a) the Tracking Fee Shortfall as of the immediately preceding Coupon Valuation Date plus (b) the product of (i) the Annual Tracking Fee as of the Call Valuation Date and (ii) a fraction, the numerator of which is the total number of calendar days from and excluding the immediately preceding Coupon Valuation Date to and including the Call Valuation Date, and the denominator of which is 365.
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The Adjusted Tracking Fee Shortfall, as of the Call Valuation Date, is the difference between the Adjusted Tracking Fee and the Adjusted Reference Distribution Amount, to the extent that the Adjusted Reference Distribution Amount, calculated as of the Call Valuation Date, is less than the Adjusted Tracking Fee, calculated as of the Call Valuation Date.
Some of the defined terms used in this section have different applications when used in determining the Redemption Amount. For the definition of the terms relevant to early redemption, please refer to Early Redemption at the Option of the Holders.
Acceleration upon Minimum Indicative Value or Intraday Index Value
If, at any time, (1) the indicative value on any Index Business Day equals $5.00 or less or (2) the intraday index value on any Index Business Day decreases 30% from the most recent Monthly Initial Closing Level, all issued and outstanding Securities will be automatically accelerated and mandatorily redeemed by UBS (even if the indicative value would later exceed $5.00 on such Acceleration Date or any subsequent Index Business Day or the intraday index value would increase from the -30% level) for a cash payment equal to the Acceleration Amount. The Acceleration Amount will equal
(a) the product of
(i) the Current Principal Amount and (ii) the Index Factor as of the last Index Business Day in the Acceleration Valuation Period plus
(b) the Coupon Amount with respect to the Coupon Valuation Date immediately preceding the Acceleration Date if on the last Index Business Day in the Acceleration Valuation Period the Coupon Ex-Date with respect to such Coupon Amount has not yet occurred, plus
(c) the Adjusted Coupon Amount, if any, minus
(d) the Accrued Tracking Fee as of the last Index Business Day in the Acceleration Valuation Period, minus
(e) the Accrued Financing Charges as of the last Index Business Day in the Acceleration Valuation Period plus
(f) the Stub Reference Distribution Amount as of the last Index Business Day in the Acceleration Valuation Period, if any.
If the minimum indicative value or intraday index value threshold has been breached, you will receive on the Acceleration Settlement Date only the Acceleration Amount in respect of your investment in the Securities. The Acceleration Settlement Date will be the third Business Day following the last Index Business Day of the Acceleration Valuation Period. The Acceleration Valuation Period will be the five Index Business Days from but excluding the Acceleration Date, subject to adjustment as described under Market Disruption Event. Subject to the prior verification by the Security Calculation Agent that the indicative value on intraday index value of $5.00 or less was accurately calculated by the NYSE or that the decrease in the intraday index value of 30% from the most recent Monthly Initial Closing Level was accurately calculated by the Index Calculation Agent, as applicable, UBS must provide notice to the holders of the Securities that the minimum indicative value or intraday index value threshold, as applicable, has been breached not less than five calendar days prior to the Acceleration Settlement Date. For a detailed description of how the intraday indicative value of the Securities and the intraday index value of the Index are calculated see Valuation of the Index and the Securities.
You may lose some or all of your investment upon acceleration. The combined negative effect of the Accrued Tracking Fee and the Accrued Financing Charges will reduce your final payment. If the compounded leveraged monthly return of the Index is insufficient to offset the negative effect of the
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applicable fees and financing charges (less any Coupon Amounts, Stub Reference Distribution Amounts and/or Adjusted Coupon Amounts), or if the compounded leveraged monthly return of the Index is negative, you will lose some or all of your investment upon acceleration.
The Accrued Tracking Fee as of the last Index Business Day in the Acceleration Valuation Period is an amount equal to:
(a) the product of
(i) the Annual Tracking Fee calculated as of the last Index Business Day in such Acceleration Valuation Period, and (ii) a fraction, the numerator of which is the total number of calendar days from and excluding the Acceleration Date to and including the last Index Business Day in the Acceleration Valuation Period, and the denominator of which is 365,
plus
(b) the Adjusted Tracking Fee Shortfall (as defined below), if any.
The Adjusted Coupon Amount, with respect to the Acceleration Date, is an amount in cash equal to the difference between the Adjusted Reference Distribution Amount (as defined below), calculated as of the Acceleration Date, and the Adjusted Tracking Fee (as defined below), calculated as of such Acceleration Date. To the extent the Adjusted Reference Distribution Amount is less than the Adjusted Tracking Fee, the Acceleration Amount will not include the Adjusted Tracking Fee Shortfall (as defined below) and will be included in the calculation of the Accrued Tracking Fee as of the last Index Business Day in the Acceleration Valuation Period.
The Adjusted Reference Distribution Amount, as of the Acceleration Date, is an amount equal to the gross cash distributions that a Reference Holder would have been entitled to receive in respect of the Index Constituent Securities held by such Reference Holder on the record date with respect to an Index Constituent Security, for those cash distributions whose ex-dividend date occurs during the period from and excluding the immediately preceding Coupon Valuation Date to and including the Acceleration Date.
The Adjusted Tracking Fee, as of the Acceleration Date, is an amount equal to (a) the Tracking Fee Shortfall as of the immediately preceding Coupon Valuation Date plus (b) the product of (i) the Annual Tracking Fee as of such Acceleration Date and (ii) a fraction, the numerator of which is the total number of calendar days from and excluding the immediately preceding Coupon Valuation Date to and including such Acceleration Date, and the denominator of which is 365.
The Adjusted Tracking Fee Shortfall, as of the Acceleration Date, is the difference between the Adjusted Tracking Fee and the Adjusted Reference Distribution Amount, to the extent that the Adjusted Reference Distribution Amount, calculated as of such Acceleration Date, is less than the Adjusted Tracking Fee, calculated as of such Acceleration Date.
Some of the defined terms used in this section have different applications when used in determining the Redemption Amount or the Call Settlement Amount. For the definition of the terms relevant to early redemption or a call, please refer to Early Redemption at the Option of the Holders or UBSs Call Right, respectively.
Security Calculation Agent
UBS Securities LLC will act as the Security Calculation Agent. The Security Calculation Agent will determine, among other things, the Current Principal Amount, the Index Factor, the Index Performance
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Ratio, the Index Valuation Level, the Financing Level, the Accrued Financing Charges, the Coupon Amount, the Adjusted Coupon Amount, if any, the Reference Distribution Amount, the Stub Reference Distribution Amount, if any, the Adjusted Reference Distribution Amount, the Accrued Tracking Fee (including the Annual Tracking Fee, any Tracking Fee Shortfall and any Adjusted Tracking Fee Shortfall), the Adjusted Tracking Fee, the Redemption Fee Amount, the Cash Settlement Amount, if any, that we will pay you at maturity, the Coupon Ex-Dates, the Coupon Record Dates, the Redemption Amount, if any, that we will pay you upon redemption, if applicable, the Acceleration Amount, the Call Settlement Amount, if any, that we will pay you in the event that UBS calls the Securities, and whether any day is a Business Day, Index Business Day or an Exchange Business Day. The Security Calculation Agent will also be responsible for determining whether a Market Disruption Event has occurred, whether the Index has been discontinued and whether there has been a material change in the Index. All determinations made by the Security Calculation Agent will be at the sole discretion of the Security Calculation Agent and will, in the absence of manifest error, be conclusive for all purposes and binding on you and on us. We may appoint a different Security Calculation Agent from time to time after the date of this prospectus supplement without your consent and without notifying you.
The Security Calculation Agent will provide written notice to the trustee at its New York office, on which notice the trustee may conclusively rely, of the amount to be paid at maturity, call or acceleration, or upon early redemption, or on a Coupon Payment Date on or prior to 12:00 p.m., New York City time, on the Business Day immediately preceding the Maturity Date, any Redemption Date, any Call Settlement Date, Acceleration Settlement Date or any Coupon Payment Date, as applicable.
All dollar amounts related to determination of the Coupon Amount, the Adjusted Coupon Amount, if any, the Reference Distribution Amount, the Stub Reference Distribution Amount, if any, the Adjusted Reference Distribution Amount, the Accrued Tracking Fee (including the Annual Tracking Fee, any Tracking Fee Shortfall and any Adjusted Tracking Fee Shortfall), the Adjusted Tracking Fee, the Redemption Amount and Redemption Fee Amount, if any, per Security, the Call Settlement Amount, if any, per Security, the Current Principal Amount, the Acceleration Amount, the Financing Level, the Accrued Financing Charges, and the Cash Settlement Amount, if any, per Security, will be rounded to the nearest ten-thousandth, with five one hundred-thousandths rounded upward ( e.g. , .76545 would be rounded up to .7655); and all dollar amounts paid on the aggregate principal amount of Securities per holder will be rounded to the nearest cent, with one-half cent rounded upward.
Market Disruption Event
To the extent a Market Disruption Event with respect to the Index has occurred or is continuing on an Averaging Date (as defined below), the Index Closing Level for such Averaging Date will be determined by the Security Calculation Agent or one of its affiliates on the first succeeding Index Business Day on which a Market Disruption Event does not occur or is not continuing (the Deferred Averaging Date) with respect to the Index irrespective of whether, pursuant to such determination, the Deferred Averaging Date would fall on a date originally scheduled to be an Averaging Date. If the postponement described in the preceding sentence results in the Index Closing Level being calculated on a day originally scheduled to be an Averaging Date, for purposes of determining the Index Closing Level on any Averaging Date, the Security Calculation Agent or one of its affiliates, as the case may be, will apply the Index Closing Level for such Deferred Averaging Date (i) on the date(s) of the original Market Disruption Event and (ii) such Averaging Date. For example, if the applicable Measurement Period for purposes of calculating the Call Settlement Amount is based on the arithmetic mean of the Index Closing Levels on October 3, October 4, October 5, October 6 and October 7, and there is a Market Disruption Event with respect to the Index on October 3, but no other Market Disruption Event during such Measurement Period, then the Index Closing Level on October 4 will be used twice to calculate the Call Settlement Amount, and the Call Settlement Amount will be determined based on the arithmetic mean of
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the Index Closing Levels on October 4, October 4, October, 5, October 6 and October 7. The same approach would be applied if there is a Market Disruption Event during any Measurement Period.
To the extent a Market Disruption Event with respect to the Index has occurred or is continuing on the Redemption Valuation Date or any Monthly Valuation Date, the Index Closing Level for such Redemption Valuation Date or Monthly Valuation Date, as applicable, will be determined by the Security Calculation Agent or one of its affiliates on the first succeeding Index Business Day on which a Market Disruption Event does not occur or is not continuing with respect to the Index. For example, if the Redemption Valuation Date, for purposes of calculating a Redemption Amount, is based on the Index Closing Level on October 3 and there is a Market Disruption Event with respect to the Index on October 3, then the Index Closing Level on October 4 will be used to calculate the Redemption Amount, assuming that no such Market Disruption Event has occurred or is continuing on October 4.
In no event, however, will any postponement pursuant to the two immediately preceding paragraphs result in the final Averaging Date, Monthly Valuation Date or the Redemption Valuation Date, as applicable, occurring more than three Index Business Days following the day originally scheduled to be such final Averaging Date, Monthly Valuation Date or Redemption Valuation Date. If a Market Disruption Event has occurred or is continuing with respect to the Index on the third Index Business Day following the date originally scheduled to be the final Averaging Date, Monthly Valuation Date or Redemption Valuation Date, as applicable, the Security Calculation Agent or one of its affiliates will determine the Index Closing Level based on its good faith estimate of the Index Closing Level that would have prevailed on such third Index Business Day but for such Market Disruption Event. If any Monthly Valuation Date is postponed as described above, the succeeding Monthly Reset Date will occur on the next Index Business Day following the postponed Monthly Valuation Date.
An Averaging Date means each of the Index Business Days during the Final Measurement Period, the Call Measurement Period or the Acceleration Valuation Period, as applicable, subject to adjustment as described herein.
Any of the following will be a Market Disruption Event with respect to the Index, in each case as determined by the Security Calculation Agent in its sole discretion:
(a) suspension, absence or material limitation of trading in a material number of Index Constituent Securities for more than two hours or during the one-half hour before the close of trading in the applicable market or markets;
(b) suspension, absence or material limitation of trading in option or futures contracts relating to the Index or to a material number of Index Constituent Securities in the primary market or markets for those contracts for more than two hours of trading or during the one-half hour before the close of trading in that market;
(c) the Index is not published; or
(d) in any other event, if the Security Calculation Agent determines in its sole discretion that the event materially interferes with our ability or the ability of any of our affiliates to unwind all or a material portion of a hedge with respect to the Securities that we or our affiliates have effected or may effect as described in the section entitled Use of Proceeds and Hedging.
The following events will not be Market Disruption Events with respect to the Index:
(a) a limitation on the hours or numbers of days of trading, but only if the limitation results from an announced change in the regular business hours of the relevant market; or
(b) a decision to permanently discontinue trading in the option or futures contracts relating to the Index or any Index Constituent Securities.
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For this purpose, an absence of trading in the primary securities market on which option or futures contracts related to the Index or any Index Constituent Securities are traded will not include any time when that market is itself closed for trading under ordinary circumstances.
Redemption Price Upon Optional Tax Redemption
We have the right to redeem the Securities in the circumstances described under Description of Debt Securities We May Offer Optional Tax Redemption in the accompanying prospectus. If we exercise this right, the redemption price of the Securities will be determined by the Security Calculation Agent in a manner reasonably calculated to preserve your and our relative economic position.
Default Amount on Acceleration
If an event of default occurs and the maturity of the Securities is accelerated, we will pay the default amount in respect of the principal of the Securities at maturity. We describe the default amount below under Default Amount.
In addition to the default amount described below, we will also pay the Coupon Amount per Security, if any, with respect to the final Coupon Payment Date, as described above under Coupon Payment, calculated as if the date of acceleration was the last Index Business Day in the Final Measurement Period and the four Index Business Days immediately preceding the date of acceleration were the corresponding Index Business Days in the accelerated Final Measurement Period, with the fourth Index Business Day immediately preceding the date of acceleration being the accelerated Calculation Date and the accelerated final Coupon Valuation Date, and the Index Business Day immediately preceding the date of acceleration being the relevant final Coupon Valuation Date.
For the purpose of determining whether the holders of our Medium-Term Notes, Series B, of which the Securities are a part, are entitled to take any action under the indenture, we will treat the outstanding principal amount of the Medium-Term Notes, Series B, as constituting the outstanding principal amount of the Securities. Although the terms of the Securities may differ from those of the other Medium-Term Notes, Series B, holders of specified percentages in principal amount of all Medium-Term Notes, Series B, together in some cases with other series of our debt securities, will be able to take action affecting all the Medium-Term Notes, Series B, including the Securities. This action may involve changing some of the terms that apply to the Medium-Term Notes, Series B, accelerating the maturity of the Medium-Term Notes, Series B after a default or waiving some of our obligations under the indenture. We discuss these matters in the attached prospectus under Description of Debt Securities We May Offer Default, Remedies and Waiver of Default and Description of Debt Securities We May Offer Modification and Waiver of Covenants.
Default Amount
The default amount for the Securities on any day will be an amount, in U.S. dollars for the principal of the Securities, equal to the cost of having a qualified financial institution, of the kind and selected as described below, expressly assume all our payment and other obligations with respect to the Securities as of that day and as if no default or acceleration had occurred, or to undertake other obligations providing substantially equivalent economic value to you with respect to the Securities. That cost will equal:
Ø the lowest amount that a qualified financial institution would charge to effect this assumption or undertaking, plus
Ø the reasonable expenses, including reasonable attorneys fees, incurred by the holders of the Securities in preparing any documentation necessary for this assumption or undertaking.
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During the default quotation period for the Securities, which we describe below, the holders of the Securities and/or we may request a qualified financial institution to provide a quotation of the amount it would charge to effect this assumption or undertaking. If either party obtains a quotation, it must notify the other party in writing of the quotation. The amount referred to in the first bullet point above will equal the lowest or, if there is only one, the only quotation obtained, and as to which notice is so given, during the default quotation period. With respect to any quotation, however, the party not obtaining the quotation may object, on reasonable and significant grounds, to the assumption or undertaking by the qualified financial institution providing the quotation and notify the other party in writing of those grounds within two Business Days after the last day of the default quotation period, in which case that quotation will be disregarded in determining the default amount.
Default Quotation Period
The default quotation period is the period beginning on the day the default amount first becomes due and ending on the third Business Day after that day, unless:
Ø no quotation of the kind referred to above is obtained, or
Ø every quotation of that kind obtained is objected to within five Business Days after the due date as described above.
If either of these two events occurs, the default quotation period will continue until the third Business Day after the first Business Day on which prompt notice of a quotation is given as described above. If that quotation is objected to as described above within five Business Days after that first Business Day, however, the default quotation period will continue as described in the prior sentence and this sentence.
In any event, if the default quotation period and the subsequent two Business Day objection period have not ended before the Calculation Date, then the default amount will equal the Face Amount of the Securities.
Qualified Financial Institutions
For the purpose of determining the default amount at any time, a qualified financial institution must be a financial institution organized under the laws of any jurisdiction in the United States of America, Europe or Japan, which at that time has outstanding debt obligations with a stated maturity of one year or less from the date of issue and rated either:
Ø A-1 or higher by Standard & Poors Financial Services LLC, a subsidiary of The McGraw-Hill Companies, Inc., or any successor, or any other comparable rating then used by that rating agency, or
Ø P-1 or higher by Moodys Investors Service or any successor, or any other comparable rating then used by that rating agency.
Discontinuance of or Adjustments to the Index or Termination of Our License Agreement with the Index Sponsor
If the Index Sponsor discontinues publication of the Index, or if our license agreement with the Index Sponsor terminates, and any other person or entity publishes an index that the Security Calculation Agent determines is comparable to the Index and the Security Calculation Agent approves such index as a successor index, then the Security Calculation Agent will determine the Index Closing Level on the applicable dates of determination and the amount payable at maturity, call, acceleration or upon early redemption by reference to such successor index.
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Upon any selection by the Security Calculation Agent of a successor Index, the Security Calculation Agent will cause written notice thereof to be furnished to the trustee, to us and to the holders of the Securities.
If SPDJI discontinues publication of the Index, or if our license agreement with the Index Sponsor terminates, prior to, and such discontinuation or termination is continuing on the Calculation Date or any Index Business Day during the Final Measurement Period, Call Measurement Period or Acceleration Valuation Period, or on the Redemption Valuation Date or on any Monthly Valuation Date, as applicable, or on any other relevant date on which the Index Closing Level is to be determined and the Security Calculation Agent determines that no successor index is available at such time, or the Security Calculation Agent has previously selected a successor index and publication of such successor index is discontinued prior to, and such discontinuation is continuing on the Calculation Date or any Index Business Day during the Final Measurement Period, Call Measurement Period, or Acceleration Valuation Period, or on the Redemption Valuation Date or on any Monthly Valuation Date, as applicable, or any other relevant date on which the Index Closing Level is to be determined, then the Security Calculation Agent will determine the Index Closing Level using the Index Closing Level on the last Index Business Day immediately prior to such discontinuation or unavailability, as adjusted for certain corporate actions. In such event, the Security Calculation Agent will cause notice thereof to be furnished to the trustee, to us and to the holders of the Securities.
Notwithstanding these alternative arrangements, discontinuation of the publication of the Index or successor index, as applicable, may adversely affect the value of the Securities.
If at any time the method of calculating the Index or a successor index, or the value thereof, is changed in a material respect, or if the Index or a successor index is in any other way modified so that the Index Closing Level of the Index or such successor index does not, in the opinion of the Security Calculation Agent, fairly represent the Index Closing Level of the Index or such successor index had such changes or modifications not been made, then the Security Calculation Agent will make such calculations and adjustments as, in the good faith judgment of the Security Calculation Agent, may be necessary in order to arrive at an Index Closing Level of an index comparable to the Index or such successor index, as the case may be, as if such changes or modifications had not been made, and the Security Calculation Agent will calculate the Index Closing Level for the Index or such successor index with reference to the Index or such successor index, as adjusted. The Security Calculation Agent will accordingly calculate the Index Closing Level, the Index Valuation Level, the Index Performance Ratio, the Coupon Amount, the Adjusted Coupon Amount, if any, the Reference Distribution Amount, the Stub Reference Distribution Amount, if any, the Adjusted Reference Distribution Amount, the Accrued Tracking Fee (including the Annual Tracking Fee, any Tracking Fee Shortfall and any Adjusted Tracking Fee Shortfall), the Adjusted Tracking Fee, the Redemption Fee Amount, if any, the Cash Settlement Amount, if any, that we will pay you at maturity, the Redemption Amount, if any, upon early redemption, if applicable, the Call Settlement Amount, if any, that we will pay you in the event UBS calls the Securities, the Acceleration Amount that we will pay you in the event of an acceleration upon minimum indicative value and the Monthly Initial Closing Level based on the Index Closing Level calculated by the Security Calculation Agent, as adjusted. Accordingly, if the method of calculating the Index or a successor index is modified so that the level of the Index or such successor index is a fraction of what it would have been if there had been no such modification ( e.g. , due to a split in the Index), which, in turn, causes the Index Closing Level of the Index or such successor index to be a fraction of what it would have been if there had been no such modification, then the Security Calculation Agent will make such calculations and adjustments in order to arrive at an Index Closing Level for the Index or such successor index as if it had not been modified ( e.g. , as if such split had not occurred).
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All determinations and adjustments to be made by the Security Calculation Agent may be made in the Security Calculation Agents sole discretion. See Risk Factors in this prospectus supplement for a discussion of certain conflicts of interest which may arise with respect to the Security Calculation Agent.
Manner of Payment and Delivery
Any payment on or delivery of the Securities at maturity, call or acceleration, or upon early redemption, will be made to accounts designated by you and approved by us, or at the corporate trust office of the trustee in New York City, but only when the Securities are surrendered to the trustee at that office. We also may make any payment or delivery in accordance with the applicable procedures of the depositary.
Business Day
When we refer to a Business Day or a New York Business Day with respect to the Securities, we mean a day that is a Business Day of the kind described in Description of Debt Securities We May Offer Payment Mechanics for Debt Securities in the accompanying prospectus.
Modified Business Day
As described in Description of Debt Securities We May Offer Payment Mechanics for Debt Securities in the attached prospectus, any payment on the Securities that would otherwise be due on a day that is not a Business Day may instead be paid on the next day that is a Business Day, with the same effect as if paid on the original due date, except as described under Cash Settlement Amount at Maturity, UBSs Call Right and Early Redemption at the Option of the Holders above.
Reissuances or Reopened Issues
We may, at our sole discretion, reopen or reissue the Securities. We intend to issue the Securities initially in an amount having the aggregate offering price specified on the cover of this prospectus supplement. However, we may issue additional Securities in amounts that exceed the amount on the cover at any time, without your consent and without notifying you. The Securities do not limit our ability to incur other indebtedness or to issue other securities. Also, we are not subject to financial or similar restrictions by the terms of the Securities. For more information, please refer to Description of Debt Securities We May Offer Amounts That We May Issue in the accompanying prospectus.
These further issuances, if any, will be consolidated to form a single class with the originally issued Securities and will have the same CUSIP number and will trade interchangeably with the Securities immediately upon settlement. Any additional issuances will increase the aggregate Principal Amount of the outstanding Securities of the class, plus the aggregate Principal Amount of any Securities bearing the same CUSIP number that are issued pursuant to any future issuances of Securities bearing the same CUSIP number. The price of any additional offering will be determined at the time of pricing of that offering.
Booking Branch
The Securities will be booked through UBS AG, London Branch.
Clearance and Settlement
The DTC participants that hold the Securities through DTC on behalf of investors will follow the settlement practices applicable to equity securities in DTCs settlement system with respect to the primary distribution of the Securities and secondary market trading between DTC participants.
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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 attached prospectus under Use of Proceeds. We or our affiliates may also use those proceeds in transactions intended to hedge our obligations under the Securities as described below.
In anticipation of the sale of the Securities, we or our affiliates expect to enter into hedging transactions involving purchases of securities included in or linked to the Index and/or listed and/or over-the-counter options, futures or exchange-traded funds on the Index Constituent Securities or the Index prior to and/or on the Initial Trade Date. From time to time, we or our affiliates may enter into additional hedging transactions or unwind those we have entered into. In this regard, we or our affiliates may:
Ø acquire or dispose of long or short positions of Index Constituent Securities or other securities of issuers of the Index Constituent Securities,
Ø acquire or dispose of long or short positions in listed or over-the-counter options, futures, exchange-traded funds or other instruments based on the level of the Index or the value of the Index Constituent Securities,
Ø acquire or dispose of long or short positions in listed or over-the-counter options, futures, or exchange-traded funds or other instruments based on the level of other similar market indices or MLPs or LLCs, or
Ø any combination of the above three.
We 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.
We or our affiliates may close out our or their hedge on or before the last Index Business Day in the Final Measurement Period. That step may involve sales or purchases of any of the Index Constituent Securities, listed or over-the-counter options or futures on the Index Constituent Securities or listed or over-the-counter options, futures, exchange-traded funds or other instruments based on indices designed to track the performance of the Index.
The hedging activity discussed above may adversely affect the market value of the Securities from time to time. See Risk Factors on page S-22 for a discussion of these adverse effects.
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The following is a general description of the material United States federal tax considerations relating to the Securities. It does not purport to be a complete analysis of all tax considerations relating to the Securities. Prospective purchasers of the Securities should consult their tax advisers as to the consequences under the tax laws of the country of which they are resident for tax purposes and the tax laws of the United States of acquiring, holding and disposing of the Securities and receiving payments under the Securities. This summary is based upon the law as in effect on the date of this prospectus supplement and is subject to any change in law that may take effect after such date.
The discussion below supplements, and to the extent inconsistent replaces, the discussion under U.S. Tax Considerations in the attached prospectus. This discussion applies to you only if you hold your Securities as capital assets for tax purposes. This section does not apply to you if you are a member of a class of holders subject to special rules, such as:
Ø a dealer in securities,
Ø a trader in securities that elects to use a mark-to-market method of tax accounting for your securities holdings,
Ø a bank,
Ø a life insurance company,
Ø a tax-exempt organization,
Ø a person subject to alternative minimum tax,
Ø a person that purchases or sells the Securities as part of a wash sale for tax purposes,
Ø a person that owns Securities as part of a straddle or a hedging or conversion transaction for tax purposes, or
Ø a United States holder (as defined below) whose functional currency for tax purposes is not the U.S. dollar.
This discussion is based on the Internal Revenue Code of 1986, as amended (the Code), its legislative history, existing and proposed regulations under the Code, published rulings and court decisions, all as currently in effect. These laws are subject to change, possibly on a retroactive basis.
If a partnership holds the Securities, the United States federal income tax treatment of a partner will generally depend on the status of the partner and the tax treatment of the partnership. A partner in a partnership holding the Securities should consult its tax advisor with regard to the United States federal income tax treatment of an investment in the Securities.
Except as otherwise described below under Unrelated Business Taxable Income, the discussion below does not apply to tax-exempt organizations.
Except as otherwise noted under Non-United States Holders below, this discussion is only applicable to you if you are a United States holder. You are a United States holder if you are a beneficial owner of a Security and you are: (i) a citizen or resident of the United States; (ii) a domestic corporation; (iii) an estate whose income is subject to United States federal income tax regardless of its source; or (iv) a trust if a United States court can exercise primary supervision over the trusts administration and one or more United States persons are authorized to control all substantial decisions of the trust.
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NO STATUTORY, REGULATORY, JUDICIAL OR ADMINISTRATIVE AUTHORITY DIRECTLY DISCUSSES HOW THE SECURITIES SHOULD BE TREATED FOR UNITED STATES FEDERAL INCOME TAX PURPOSES. AS A RESULT, THE UNITED STATES FEDERAL INCOME TAX CONSEQUENCES OF YOUR INVESTMENT IN THE SECURITIES ARE UNCERTAIN. ACCORDINGLY, WE URGE YOU TO CONSULT YOUR TAX ADVISOR AS TO THE TAX CONSEQUENCES OF HAVING AGREED TO THE REQUIRED TAX TREATMENT OF YOUR SECURITIES DESCRIBED BELOW AND AS TO THE APPLICATION OF STATE, LOCAL OR OTHER TAX LAWS TO YOUR INVESTMENT IN YOUR SECURITIES.
In the opinion of our counsel, Sullivan & Cromwell LLP, the Securities should be treated as a coupon-bearing pre-paid forward contract with respect to the Index and the terms of the Securities require you and us (in the absence of a statutory, regulatory, administrative or judicial ruling to the contrary) to treat the Securities for all tax purposes in accordance with such characterization. In addition, you and we agree, in the absence of a statutory, regulatory, administrative or judicial ruling to the contrary, to treat the Coupon Amount (including amounts received upon the sale, exchange, redemption or maturity of the Securities in respect of accrued but unpaid Coupon Amounts) and the Stub Reference Distribution Amount, if any, as amounts that should be included in ordinary income for tax purposes at the time such amounts accrue or are received, in accordance with your regular method of tax accounting. You will be required to treat the Coupon Amounts and the Stub Reference Distribution Amount, if any, in such a manner despite the fact that (i) a portion of such amounts may be attributable to distributions on the Index Constituent Securities that are not attributable to income allocations or that are attributable to allocations of long-term capital gain which is currently subject to tax at tax rates more favorable than ordinary income and (ii) there may be other possible treatments of the such amounts that would be more advantageous to holders of Securities. If the Securities are so treated (and subject to the discussion below regarding the application of Section 1260 of the Code), you should generally recognize capital gain or loss upon the sale, exchange, redemption or maturity of your Securities in an amount equal to the difference between the amount you receive at such time (other than any amount attributable to Coupon Amounts and the Stub Reference Distribution Amount, if any, which will be treated as ordinary income) and the amount you paid for your Securities. Such gain or loss should generally be long-term capital gain or loss if you held your Securities for more than one year. In general, your tax basis in your Securities will be equal to the price you paid for them. Capital gain of a non-corporate United States holder is generally taxed at preferential rates where the property is held for more than one year. The deductibility of capital losses is subject to limitations. Your holding period for your Securities will generally begin on the date after the issue date ( i.e. , the settlement date) for your Securities and, if you hold your Securities until maturity, your holding period will generally include the maturity date.
Section 1260 of the Code . It is possible that your Securities could be treated as a constructive ownership transaction which would be subject to the constructive ownership rules of Section 1260 of the Code. Under Section 1260 of the Code, special tax rules apply to an investor that enters into a constructive ownership transaction with respect to an equity interest in a pass-thru entity. For this purpose, (i) a constructive ownership transaction includes entering into a forward contract with respect to a pass-thru entity, and (ii) an entity treated as a partnership for tax purposes is considered to be a pass-thru entity. We understand that the Index is currently primarily composed of entities that are treated as partnerships for tax purposes. It is not entirely clear how Section 1260 of the Code applies in the case of an index that primarily references pass-thru entities like the Index. Although the matter is not free from doubt, it is likely that Section 1260 should also apply to the portion of your return on the Securities that is determined by reference to the Index Constituents that are pass-thru entities (the Pass-Thru Index Constituents). If such portion of your Securities is subject to Section 1260, then any long-term capital gain that you realize upon the sale, exchange or maturity of your Securities that is attributable to the Pass-Thru Index Constituents would be recharacterized as ordinary income (and you would be subject to
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an interest charge on the deferred tax liability with respect to such capital gain) to the extent that such capital gain exceeds the net underlying long-term capital gain i . e ., the amount of long-term capital gain that you would have realized had you purchased an actual interest in the Pass-Thru Index Constituents (in an amount equal to the leveraged notional amount of the Pass-Thru Index Constituents that are referenced by the Securities) on the date that you purchased your Securities and sold your interest in such Pass-Thru Index Constituents on the date of the sale, exchange, redemption or maturity of the Securities (the Excess Gain Amount). If your Securities are subject to these rules, the Excess Gain Amount will be presumed to be equal to all of the gain that you recognized in respect of the Securities that is attributable to the Pass-Thru Index Constituents (in which case all of such gain would be recharacterized as ordinary income that is subject to an interest charge) unless you provide clear and convincing evidence to the contrary.
It is not clear how the long-term capital gain for the underlying components of the Index should be determined under Section 1260 of the Code in the case of an instrument, like the Securities, that is linked to an index that is rebalanced periodically. One possibility is that the long-term capital gain realized on a sale, exchange or maturity of a Security that is attributable to the Pass-Thru Index Constituents would be subject to potential recharacterization as ordinary income, and subject to an interest charge, to the extent it exceeds the amount of long-term capital gain you can establish would have been realized if you had invested directly in such Pass-Thru Index Constituents on the date you purchased your Securities and rebalanced your portfolio as and when the Index rebalanced. In addition, it is unclear whether the Excess Gain Amount should be based on the aggregate of such Pass-Thru Index Constituents or on each Pass-Thru Index Constituent individually. If the determination must be based on each Pass-Thru Index Constituent individually it is more likely that the recharacterization and interest charge provisions of Section 1260 would apply to your Securities. Furthermore, it is not clear how and whether the Excess Gain Amount should be adjusted to take into account the Accrued Tracking Fee, Accrued Financing Charges and Redemption Fee with respect to the Securities.
Whether you will realize capital gain in excess of any net underlying long-term capital gain for purposes of Section 1260 of the Code will depend on a number of factors that we cannot predict. First, the Excess Gain Amount will depend in part upon the amount of distributions that are made by each Pass-Thru Index Constituent (and thus the corresponding Coupon Amount) and the amount of ordinary income and short-term capital gain that is allocated to a direct investor in each Pass-Thru Index Constituent.
Second, the Excess Gain Amount will depend in part upon the amount of ordinary income that a direct investor in each Pass-Thru Index Constituent would recognize upon a sale of a direct interest in each Pass-Thru Index Constituent in respect of any Section 751 assets that are held by the Pass-Thru Index Constituents. You should be aware that some of the Pass-Thru Index Constituents could have a significant amount of Section 751 assets which could cause your Securities to have a positive Excess Gain Amount that would be subject to Section 1260.
Third, the Index is scheduled to rebalance annually, the effective date of which will be after the close of the third Friday in October (the Index may also be adjusted on the occurrence of special corporate actions). Accordingly, depending on the date of the rebalancing, a holder that instead purchases the Pass-Thru Index Constituents may recognize short-term capital gain upon the rebalancing of such holders portfolio in the same manner as the Index is rebalanced. By contrast, absent the application of Section 1260 of the Code to the Securities, a holder of Securities should generally not recognize any short-term capital gain upon the sale, redemption or maturity of the Securities as long as such holder holds the Securities for more than one year. The rebalancing of the Index could therefore cause your Securities to have a positive Excess Gain Amount that would be subject to Section 1260.
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Because you will only be able to avoid the application of Section 1260 of the Code to your Securities if you can demonstrate through clear and convincing evidence that the Excess Gain Amount in respect of your Securities is zero, it may be administratively difficult for you to demonstrate whether and to what extent the preceding paragraphs should apply to your Securities. It is therefore possible that you will be required to treat the entire gain that you recognize upon the sale, exchange, redemption or maturity of the Securities as ordinary income that is subject to an interest charge even if there is no Excess Gain Amount in respect of your Securities if you cannot provide clear and convincing evidence to substantiate that position.
Because the application of Section 1260 constructive ownership rules to the Securities is unclear you are strongly urged to consult your tax advisor regarding the potential application of such rules to your investment in the securities.
Alternative Treatments . The IRS released a notice in 2007 that may affect the taxation of holders of the Securities. According to the notice, the IRS and the Treasury Department are actively considering, among other things, whether holders of instruments such as the Securities should be required to accrue ordinary income on a current basis (possibly in excess of the Coupon Amounts), whether gain or loss upon the sale, exchange, redemption or maturity of such instruments should be treated as ordinary or capital, whether foreign holders of such instruments should be subject to withholding tax, and whether the special constructive ownership rules of Section 1260 of the Code should be applied to such instruments. Similarly, the IRS and the Treasury Department have current projects open with regard to the tax treatment of pre-paid forward contracts and contingent notional principal contracts. While it is impossible to anticipate how any ultimate guidance would affect the tax treatment of instruments such as the Securities (and while any such guidance may be issued on a prospective basis only), such guidance could be applied retroactively and could in any case increase the likelihood that you will be required to accrue income (possibly in excess of the Coupon Amounts) over the term of an instrument such as the Securities. The outcome of this process is uncertain. Holders are urged to consult their tax advisors concerning the significance and the potential impact of the above considerations. UBS intends to treat your Securities for United States federal income tax purposes in accordance with the treatment described above unless and until such time as there is a change in law or the Treasury Department or IRS determines that some other treatment is more appropriate.
Furthermore, in 2007, legislation was introduced in Congress that, if enacted, would have required holders of the Securities purchased after the bill was enacted to accrue interest income (possibly in excess of the Coupon Amounts) over the term of the Securities. It is not possible to predict whether a similar or identical bill will be enacted in the future and whether any such bill would affect the tax treatment of your Securities.
In addition, it is possible that the Securities could be treated as a debt instrument subject to the special tax rules governing contingent debt instruments. If the Securities are so treated, you would be required to accrue interest income over the term of your Securities based upon the yield at which we would issue a non-contingent fixed-rate debt instrument with other terms and conditions similar to your Securities. You would recognize gain or loss upon the sale, exchange, redemption, or maturity of your Securities in an amount equal to the difference, if any, between the amount you receive at such time and your adjusted basis in your Securities. In general, your adjusted basis in your Securities would be equal to the amount you paid for your Securities, increased by the amount of interest you previously accrued with respect to your Securities and decreased by the projected amount of the Coupon Amounts previously made on your Securities. Any gain you recognize upon the sale, exchange, redemption, or maturity of your Securities would be ordinary income and any loss recognized by you at such time would be ordinary loss to the extent of interest you included in income in the current or previous taxable years in respect of
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your Securities, and thereafter, would be capital loss. In addition, you would be required to compute a projected payment schedule for the Securities, and you would be required to adjust your income or loss from the Securities to take into account any differences between the projected amount of each Coupon Amount and the actual amount of each Coupon Amount.
If the Securities are treated as a contingent debt instrument and you purchase your Securities in the secondary market at a price that is at a discount from, or in excess of, the adjusted issue price of the Securities, such excess or discount would not be subject to the generally applicable market discount or amortizable bond premium rules described under U.S. Tax Considerations Taxation of Debt Securities Market Discount and U.S. Tax Considerations Taxation of Debt Securities Debt Securities Purchased at a Premium in the accompanying prospectus but rather would be subject to special rules set forth in Treasury Regulations governing contingent debt instruments. Accordingly, if you purchase your Securities in the secondary market, you should consult your tax advisor as to the possible application of such rules to you.
It is also possible that the Securities could be treated as a series of forward contracts each of which matures on the next rebalancing date. If your Securities were properly characterized in such a manner, you would be treated as disposing of your Securities on each rebalancing date in return for new forward contracts that mature on the next rebalancing date, and you would accordingly likely recognize capital gain or loss on each rebalancing date (which would be short-term or long-term depending on the period between the rebalancing and the prior rebalancing) equal to the difference between your basis in your Securities (which would be adjusted to take into account any prior recognition of gain or loss) and their fair market value on such date. The amount of loss recognized in this case could be deferred on account of the wash sale rules of Section 1091 of the Code.
It is also possible that the Coupon Amounts (including amounts received upon the sale, exchange, redemption or maturity of the Securities in respect of accrued but unpaid Coupon Amounts) and the Stub Reference Distribution Amount, if any, paid on your Securities could be treated all or in part as contract fees in respect of a forward contract. The United States federal income tax treatment of such contract fees is uncertain. Additionally, it is possible that such amounts should not be treated as ordinary income but rather should be treated as a return of principal that would reduce your basis in the Securities.
In addition, the IRS could potentially assert that you should be required to treat amounts attributable to the Accrued Tracking Fee, the Accrued Financing Charges, or the Redemption Fee Amount as amounts of expense. The deduction of any such deemed expenses would generally be subject to the 2% floor on miscellaneous itemized deductions. Such amounts would correspondingly increase the amount of gain or decrease the amount of loss that you recognize with respect to your Securities, including increasing the amount of ordinary income you recognize over the term of the Securities. In addition, if such amounts are treated as items of expense that reduce the amount received at maturity or redemption, it is more likely that you would have an Excess Gain Amount for Section 1260 purposes because the amount of capital gain that you would (absent Section 1260) be treated as recognizing in respect of your Securities would be increased by each item of expense.
In addition, the IRS could assert that you should be treated as if you owned the Index Constituent Securities and directly incurred the Accrued Tracking Fee, the Accrued Financing Charges or the Redemption Fee Amount, if any, in which case (i) you would recognize gain or loss (subject to the application of the wash sale rules of Section 1091 of the Code) with respect to an Index Constituent Security when the amount of any Index Constituent Security referenced by the Index is reduced, (ii) you would be treated as a partner in the Pass-Thru Index Constituents for tax purposes and you would be subject to federal and state filing requirement applicable to such partner, and (iii) you would be required
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to treat amounts attributable to the Accrued Tracking Fee, Accrued Financing Charges or the Redemption Fee Amount, if any, in the manner described in the preceding paragraph.
Because of the absence of authority regarding the appropriate tax characterization of your Securities, it is possible that the IRS could seek to characterize your Securities in a manner that results in tax consequences to you that are different from those described above. For example, the IRS could possibly assert that (i) some or all of the gain or loss that you recognize upon the sale, exchange, redemption or maturity of your Securities should be treated as ordinary gain or loss, (ii) you should be required to recognize taxable gain upon the resetting of the Current Principal Amount, or (iii) your Securities should be treated as a notional principal contract for tax purposes. You should consult your tax adviser as to the tax consequences of such characterizations and any possible alternative characterizations of your Securities for U.S. federal income tax purposes.
Medicare Tax. If you are an individual or estate, or a trust that does not fall into a special class of trusts that is exempt from such tax, you are subject to a 3.8% tax (the Medicare Tax) on the lesser of (1) your net investment income (or undistributed net investment income in the case of an estate or trust) for the relevant taxable year and (2) the excess of your modified adjusted gross income for the taxable year over a certain threshold (which in the case of individuals is between $125,000 and $250,000, depending on the individuals circumstances). Your net investment income includes any net gain recognized upon the disposition of Securities, unless such net gain is derived in the ordinary course of the conduct of a trade or business (other than a trade or business that consists of certain passive or trading activities). It is not clear, however, whether the Medicare Tax applies to any Coupon Amounts and Stub Reference Distribution Amount, if any, that you receive on the Securities, unless such Coupon Amounts and Stub Reference Distribution Amount, if any, are derived in the ordinary course of the conduct of a trade or business (in which case the Coupon Amounts and the Stub Reference Distribution Amount, if any, should be treated as net investment income if they are derived in a trade or business that consists of certain trading or passive activities and should otherwise not be treated as net investment income). Accordingly, if you are a United States holder that does not hold the Securities in the ordinary conduct of a trade or business, you should consult your tax advisor regarding the application of the Medicare tax to the Coupon Amounts and the Stub Reference Distribution Amount.
Information with Respect to Foreign Financial Assets . Owners of specified foreign financial assets with an aggregate value in excess of $50,000 (and in some circumstances, a higher threshold), may be required to file an information report with respect to such assets with their tax returns. Specified foreign financial assets include any financial accounts maintained by foreign financial institutions as well as any of the following (which may include your Securities), but only if they are held for investment and not held in accounts maintained by financial institutions: (i) stocks and securities issued by non-U.S. persons, (ii) financial instruments and contracts that have non-U.S. issuers or counterparties, and (iii) interests in foreign entities. Holders are urged to consult their tax advisors regarding the application of this reporting requirement to their ownership of the Securities.
Unrelated Business Taxable Income. A United States holder that is a tax-exempt organization for U.S. federal income tax purposes and therefore generally exempt from U.S. federal income taxation, will nevertheless be subject to tax to the extent income or gain from the Securities constitutes unrelated business taxable income (UBTI). Although the matter is not free from doubt, income or gain from the Securities should not constitute UBTI to a United States holder that is a tax-exempt organization unless such holder has incurred debt-financing in respect of its acquisition or ownership of the Securities. As noted above, it is possible that the Securities could be treated as other than a forward contract in respect of the Index. Under one such alternative characterization, you could be treated as directly owning the Index Constituent Securities. If your Securities are so treated, a portion of any income or gain that you recognize with respect to the Securities would likely constitute UBTI.
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Material U.S. Federal Income Tax Consequences
Treasury Regulations Requiring Disclosure of Reportable Transactions . Treasury regulations require United States taxpayers to report certain transactions (Reportable Transactions) on IRS Form 8886. An investment in the Securities or the sale, exchange, redemption or maturity of the Securities should generally not be treated as a Reportable Transaction under current law, but it is possible that future legislation, regulations or administrative rulings could cause your investment in the Securities or the sale, exchange, redemption or maturity of the Securities to be treated as a Reportable Transaction. You should consult with your tax advisor regarding any tax filing and reporting obligations that may apply in connection with acquiring, owning and disposing of Securities.
Backup Withholding and Information Reporting . Notwithstanding that we do not intend to treat the Securities as debt for tax purposes, we intend to apply the information reporting and backup withholding rules that are described under U.S. Tax Considerations Taxation of Debt Securities Backup Withholding and Information Reporting in the accompanying prospectus to any payments made on your Securities.
Non-United States Holders . The following section addresses the tax treatment of a non-United States holder of Securities. You are a non-United States holder if you are a beneficial owner of a Security and you are, for United States federal income tax purposes: (i) a nonresident alien individual; (ii) a foreign corporation; or (iii) an estate or trust that in either case is not subject to United States federal income tax on a net income basis on income or gain from a Security.
Due to the uncertainty regarding the tax characterization of the Securities there is a substantial uncertainty regarding the tax treatment of non-United States holders. Given this uncertainty, we intend to withhold 30% of the Coupon Amounts and the Stub Reference Distribution Amount, if any, paid to you, unless: (i) the Coupon Amounts and the Stub Reference Distribution Amount are eligible for a reduced withholding tax rate under an applicable treaty under any possible characterization of such amounts, or (ii) that income is effectively connected with your conduct of a trade or business in the United States (in which case, in order to avoid withholding, you will be required to provide a properly executed IRS Form W-8ECI). Any effectively connected income from your Securities, including also any gain from the sale, exchange, redemption or settlement of your Securities that is or is treated as effectively connected with your conduct of a United States trade or business, will be subject to U.S. federal income tax, and will require you to file U.S. federal income tax returns, in each case in the same manner as if you were a United States holder. In addition, if you are a corporate non-United States holder, any effectively connected income from your Securities may, under certain circumstances, be subject to an additional branch profits tax at a 30% rate or at a lower rate if you are eligible for the benefits of an income tax treaty that provides for a lower rate.
In addition, if you own or are treated as owning more than 5% of the Securities or if the Securities are not considered regularly traded on an established securities market, you could be treated as owning (i) a United States real property interest within the meaning of Section 897 of the Code, in which case any gain from the sale, exchange, redemption or settlement of your Securities would be deemed to be effectively connected income, that would generally be subject to tax in the manner described in the previous paragraph, and (ii) amounts that you receive upon the sale, exchange, redemption or maturity of your Securities could be subject to a withholding tax. If withholding is required, we intend to withhold upon the full amount of any payment you receive (currently 10% of gross proceeds), without regards to the portion of the Securities that is attributable to a United States real property interest.
In addition, it is possible you could be subject to a 30% withholding tax under the Foreign Account Tax Compliance Act (FATCA) if you sell the Securities on or after January 1, 2017. You should consult your tax advisor regarding the possibility of FATCA withholding tax applying to your Securities.
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Material U.S. Federal Income Tax Consequences
If we or other payors impose any of the withholding taxes described above (or any other withholding tax), we will not be required to pay any additional amounts with respect to amounts so withheld, and we will not be required to take any action in order to enable you to avoid the imposition of such withholding tax.
As noted above, because of the absence of authority regarding the appropriate tax characterization of your Securities, it is possible that the IRS could seek to characterize your Securities in a manner that results in tax consequences to you that are different from those described above. Under one such alternative characterization, you could be treated as directly owning the components of the Index. If your Securities are so treated, you would be treated as engaged in a United States trade or business as a result of the inclusion of the Pass-Thru Index Constituents in the Index, and you would consequently be required to file U.S. federal and state (and possibly local) income tax returns in respect of your deemed ownership of the Pass-Thru Index Constituents and you would be subject to net income tax at the marginal tax rates applicable to U.S. holders. In addition, a non-United States holder that is a foreign corporation could potentially be subjected to the United States branch profits tax.
You may be subject to otherwise applicable information reporting and backup withholding requirements with respect to payments on your Securities unless you comply with certain certification and identification requirements as to your foreign status. In addition, we and other payors may be required to report payments of Coupon Amounts and the Stub Reference Distribution Amount, if any, on your Securities on IRS Form 1042-S even if the payments are not otherwise subject to the information reporting requirements described above.
Prospective non-United States holders are urged to consult their tax advisors with respect to the tax consequences to them of an investment in the Securities, including any possible alternative characterizations and treatments.
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Benefit Plan Investor Considerations
A fiduciary of a pension, profit-sharing or other employee benefit plan subject to the U.S. Employee Retirement Income Security Act of 1974, as amended (ERISA) (each, a Plan), should consider the fiduciary standards of ERISA in the context of the Plans particular circumstances before authorizing an investment in the Securities. Among other factors, the fiduciary should consider whether the investment would satisfy the prudence and diversification requirements of ERISA and would be consistent with the documents and instruments governing the Plan, and whether the investment would involve a prohibited transaction under ERISA or the U.S. Internal Revenue Code (the Code).
Section 406 of ERISA and Section 4975 of the Code prohibit Plans, as well as individual retirement accounts, Keogh plans and any other plans that are subject to Section 4975 of the Code (also Plans), from engaging in certain transactions involving plan assets with persons who are parties in interest under ERISA or disqualified persons under the Code with respect to the Plan. A violation of these prohibited transaction rules may result in excise tax or other liabilities under ERISA or the Code for those persons, unless exemptive relief is available under an applicable statutory, regulatory or administrative exemption. Employee benefit plans that are governmental plans (as defined in Section 3(32) of ERISA), certain church plans (as defined in Section 3(33) of ERISA) and non-U.S. plans (as described in Section 4(b)(4) of ERISA) (Non-ERISA Arrangements) are not subject to the requirements of Section 406 of ERISA or Section 4975 of the Code but may be subject to similar provisions under applicable federal, state, local, non-U.S. or other laws (Similar Laws).
The acquisition of the Securities by a Plan or any entity whose underlying assets include plan assets by reason of any Plans investment in the entity (a Plan Asset Entity) with respect to which we, UBS Securities LLC, UBS Financial Services Inc. and other of our affiliates is or becomes a party in interest or disqualified person may result in a prohibited transaction under ERISA or Section 4975 of the Code, unless the Securities are acquired pursuant to an applicable exemption. The U.S. Department of Labor has issued five prohibited transaction class exemptions, or PTCEs, that may provide exemptive relief if required for direct or indirect prohibited transactions that may arise from the purchase or holding of the Securities. These exemptions are PTCE 84-14 (for certain transactions determined by independent qualified professional asset managers), PTCE 90-1 (for certain transactions involving insurance company pooled separate accounts), PTCE 91-38 (for certain transactions involving bank collective investment funds), PTCE 95-60 (for transactions involving certain insurance company general accounts), and PTCE 96-23 (for transactions managed by in-house asset managers). In addition, ERISA Section 408(b)(17) and Section 4975(d)(20) of the Code may provide an exemption for the purchase and sale of the Securities, provided that neither the issuer of the Securities nor any of its affiliates have or exercise any discretionary authority or control or render any investment advice with respect to the assets of any Plan involved in the transaction, and provided further that the Plan pays no more and receives no less than adequate consideration in connection with the transaction (the service provider exemption). There can be no assurance that all of the conditions of any such exemptions will be satisfied.
Any purchaser or holder of the Securities or any interest therein will be deemed to have represented by its purchase and holding of the Securities that it either (1) is not a Plan, a Plan Asset Entity or a Non-ERISA Arrangement and is not purchasing the Securities on behalf of or with the assets of any Plan, a Plan Asset Entity or Non-ERISA Arrangement or (2) the purchase or holding of the Securities will not result in a non-exempt prohibited transaction or a similar violation under any applicable Similar Laws.
Due to the complexity of these rules and the penalties that may be imposed upon persons involved in non-exempt prohibited transactions, it is important that fiduciaries or other persons considering purchasing the Securities on behalf of or with the assets of any Plan, a Plan Asset Entity or Non-ERISA Arrangement consult with their counsel regarding the availability of exemptive relief under any of the
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Benefit Plan Investor Considerations
PTCEs listed above, the service provider exemption or the potential consequences of any purchase or holding under Similar Laws, as applicable. Purchasers of the Securities have exclusive responsibility for ensuring that their purchase and holding of the Securities do not violate the fiduciary or prohibited transaction rules of ERISA or the Code or any similar provisions of Similar Laws. The sale of any of the Securities to a Plan, Plan Asset Entity or Non-ERISA Arrangement is in no respect a representation by us or any of our affiliates or representatives that such an investment meets all relevant legal requirements with respect to investments by any such Plans, Plan Asset Entities or Non-ERISA Arrangements generally or any particular Plan, Plan Asset Entity or Non-ERISA Arrangement or that such investment is appropriate for such Plans, Plan Asset Entities or Non-ERISA Arrangements generally or any particular Plan, Plan Asset Entity or Non-ERISA Arrangement.
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Supplemental Plan of Distribution
On the Initial Trade Date, we sold $25,000,000 face amount of Securities to UBS Securities LLC at 100% of their aggregate face amount. After the Initial Trade Date, from time to time we may sell a portion of the Securities at market prices prevailing at the time of sale, at prices related to market prices or at negotiated prices. We will receive proceeds equal to 100% of the price at which the Securities are sold to the public, less any commissions paid to UBS Securities LLC. UBS Securities LLC may charge normal commissions in connection with any purchase or sale of the Securities and may receive a portion of the Annual Tracking Fee. Additional Securities may be offered and sold from time to time through UBS Securities LLC, as agent, to investors and to dealers acting as principals for resale to investors. We are not, however, obliged to, and may not, sell the full aggregate principal amount of the Securities. We may suspend or cease sales of the Securities at any time, at our discretion. For more information about the plan of distribution and possible market-making activities, see Plan of Distribution in the accompanying prospectus.
Broker-dealers may make a market in the Securities, although none of them are obligated to do so and any of them may stop doing so at any time without notice. This prospectus (including this prospectus supplement and the accompanying prospectus) may be used by such dealers in connection with market-making transactions. In these transactions, dealers may resell a Security covered by this prospectus that they acquire from other holders after the original offering and sale of the Securities, or they may sell a Security covered by this prospectus in short sale transactions.
As described in more detail under Use of Proceeds and Hedging on page S-70, we or one of our affiliates may enter into swap agreements or related hedge transactions with one of our other affiliates or unaffiliated counterparties in connection with the sale of the Securities. UBS and/or its affiliates may earn additional income as a result of payments pursuant to these swap or related hedge transactions.
Broker-dealers and other persons are cautioned that some of their activities may result in their being deemed participants in the distribution of the Securities in a manner that would render them statutory underwriters and subject them to the prospectus delivery and liability provisions of the U.S. Securities Act of 1933. Among other activities, broker-dealers and other persons may make short sales of the Securities and may cover such short positions by borrowing Securities from UBS or its affiliates or by purchasing Securities from UBS or its affiliates subject to its obligation to repurchase such Securities at a later date. As a result of these activities, these market participants may be deemed statutory underwriters. A determination of whether a particular market participant is an underwriter must take into account all the facts and circumstances pertaining to the activities of the participant in the particular case, and the example mentioned above should not be considered a complete description of all the activities that would lead to designation as an underwriter and subject a market participant to the prospectus-delivery and liability provisions of the U.S. Securities Act of 1933. This prospectus will be deemed to cover any short sales of Securities by market participants who cover their short positions with Securities borrowed or acquired from us or our affiliates in the manner described above.
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 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. 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.
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ANNEX A
NOTICE OF EARLY REDEMPTION
Subject: ETRACS Notice of Early Redemption, CUSIP No. 90274D 531
[BODY OF EMAIL]
Name of broker: [ ]
Name of beneficial holder: [ ]
Number of Securities to be redeemed: [ ]
Applicable Redemption Valuation Date: [ ], 20[ ] *
Broker Contact Name: [ ]
Broker Telephone #: [ ]
Broker DTC # (and any relevant sub-account): [ ]
The undersigned acknowledges that in addition to any other requirements specified in the prospectus supplement relating to the Securities being satisfied, the Securities will not be redeemed unless (i) this notice of redemption is delivered to UBS Securities LLC by 12:00 p.m. (New York City time) on the Business Day prior to the applicable Redemption Valuation Date; (ii) the confirmation, as completed and signed by the undersigned is delivered to UBS Securities LLC by 5:00 p.m. (New York City time) on the same day the notice of redemption is delivered; (iii) the undersigned has booked a delivery vs. payment (DVP) trade on the applicable Redemption Valuation Date, facing UBS Securities LLC DTC 642 and (iv) the undersigned instructs DTC to deliver the DVP trade to UBS Securities LLC as booked for settlement via DTC at or prior to 12:00 p.m. (New York City time) on the applicable Redemption Date.
The undersigned further acknowledges that the undersigned has read the section Risk Factors You will not know the Redemption Amount at the time you elect to request that we redeem your Securities in the prospectus supplement relating to the Securities and the undersigned understands that it will be exposed to market risk on the Redemption Valuation Date and through the Index Business Day subsequent to the Redemption Valuation Date.
- Subject to adjustment as described in the prospectus supplement relating to the Securities.
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ANNEX B
BROKERS CONFIRMATION OF REDEMPTION
[TO BE COMPLETED BY BROKER]
Dated:
UBS Securities LLC
UBS Securities LLC, as Security Calculation Agent
Fax: (203) 719-0943
To Whom It May Concern:
The holder of UBS AG $[ ] Medium-Term Notes, Series B, 2×Monthly Leveraged S&P MLP Index ETN due July 14, 2045, CUSIP No. 90274D 531, redeemable for a cash amount based on S&P MLP Index (the Securities) hereby irrevocably elects to exercise, on the Redemption Date of [ holder to specify ]*, with respect to the number of Securities indicated below, as of the date hereof, the redemption right as described in the prospectus supplement relating to the Securities (the Prospectus). Terms not defined herein have the meanings given to such terms in the Prospectus.
The undersigned certifies to you that it will (i) book a DVP trade on the applicable Redemption Valuation Date with respect to the number of Securities specified below at a price per Security equal to the Redemption Amount, facing UBS Securities LLC DTC 642 and (ii) deliver the trade as booked for settlement via DTC at or prior to 12:00 p.m. (New York City time) on the applicable Redemption Date.
The undersigned acknowledges that in addition to any other requirements specified in the Prospectus being satisfied, the Securities will not be redeemed unless (i) this confirmation is delivered to UBS Securities LLC by 5:00 p.m. (New York City time) on the same day the notice of redemption is delivered; (ii) the undersigned has booked a DVP trade on the applicable Redemption Valuation Date, facing UBS Securities LLC DTC 642; and (iii) the undersigned will deliver the DVP trade to UBS Securities LLC as booked for settlement via DTC at or prior to 12:00 p.m. (New York City time) on the applicable Redemption Date.
| Very truly yours, |
|---|
| [NAME OF DTC PARTICIPANT HOLDER] |
| Name: |
| Title: |
| Telephone: |
| Fax: |
| E-mail: |
Number of Securities surrendered for redemption:
DTC # (and any relevant sub-account):
Contact Name:
Telephone:
Fax:
E-mail:
(At least 50,000 Securities must be redeemed at one time to exercise the right to early redemption on any redemption date.)
- Subject to adjustment as described in the prospectus supplement relating to the Securities.
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You should rely only on the information incorporated by reference or provided in this prospectus 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 prospectus supplement is accurate as of any date other than the date on the front of the document.
TABLE OF CONTENTS
| Prospectus Supplement | |
|---|---|
| Prospectus Supplement Summary | S-1 |
| Hypothetical Examples | S-16 |
| Risk Factors | S-22 |
| S&P MLP Index | S-39 |
| Valuation of the Index and the Securities | S-49 |
| Specific Terms of the Securities | S-51 |
| Use of Proceeds and Hedging | S-70 |
| Material U.S. Federal Income Tax Consequences | S-71 |
| Benefit Plan Investor Considerations | S-79 |
| Supplemental Plan of Distribution | S-81 |
| Notice of Early Redemption | A-1 |
| Brokers Confirmation of Redemption | B-1 |
| 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 AG, Its Management and Others | 7 |
| UBS | 8 |
| Swiss Regulatory Powers | 12 |
| Use of Proceeds | 13 |
| Description of Debt Securities We May Offer | 14 |
| Description of Warrants We May Offer | 34 |
| Legal Ownership and Book-Entry Issuance | 49 |
| Considerations Relating to Indexed Securities | 54 |
| Considerations Relating to Securities Denominated or Payable in or Linked to a Non-U.S. Dollar Currency | 57 |
| U.S. Tax Considerations | 60 |
| Tax Considerations Under the Laws of Switzerland | 71 |
| Benefit Plan Investor Considerations | 73 |
| Plan of Distribution | 75 |
| Conflicts of Interest | 76 |
| Validity of the Securities | 77 |
| Experts | 77 |
$100,000,000 ETRACS 2xMonthly Leveraged
S&P MLP Index ETN due July 14, 2045
Prospectus Supplement dated July 14, 2015
(To Prospectus dated June 12, 2015)
UBS Investment Bank