Form 6-K UBS AG For: Oct 31
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 6-K
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REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Date: October�31, 2014
Commission File Number: 1-15060
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UBS AG
(Registrant�s Name)
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Bahnhofstrasse 45, Zurich, Switzerland, and
Aeschenvorstadt 1, Basel, Switzerland
(Address of principal executive office)
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Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F��x������������ Form 40-F���
This Form 6-K is hereby incorporated by reference into the registration statement of UBS�AG on Form�F-3 (Registration Number 333-178960).
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This Form 6-K consists of the legal opinions which appear below.
[LETTERHEAD OF CADWALADER, WICKERSHAM�& TAFT LLP]
October�31, 2014
UBS AG
Bahnhofstrasse 45
CH-8098 Zurich
Switzerland
Ladies and Gentlemen:
We have acted as special counsel to UBS AG (the �Company�) in connection with the proposed sale by the Company and purchase by UBS Financial Services, Inc. (the �Underwriter�) of debt securities being issued on the date hereof identified in Annex A to this letter (the �Securities�), pursuant to the terms of the Amended and Restated Distribution Agreement, dated November�17, 2006 (the �Agreement�), among the Company, UBS Securities LLC and the Underwriter. The Securities are being issued pursuant to the Indenture, dated as of November�21, 2000, as amended and supplemented from time to time (as amended through the date hereof, the �Indenture�), between the Company and U.S. Bank Trust National Association.
In rendering the opinions set forth below, we have examined and relied upon the originals, copies or specimens, certified or otherwise identified to our satisfaction, of the Transaction Documents (as defined below) and such certificates, corporate and public records, agreements and instruments and other documents, including, among other things, the documents delivered on the date hereof, as we have deemed appropriate as a basis for the opinions expressed below. In such examination we have assumed the genuineness of all signatures, the authenticity of all documents, agreements and instruments submitted to us as originals, the conformity to original documents, agreements and instruments of all documents, agreements and instruments submitted to us as copies or specimens, the authenticity of the originals of such documents, agreements and instruments submitted to us as copies or specimens, the conformity of the text of each document filed with the Securities and Exchange Commission (the �Commission�) through the Commission�s Electronic Data Gathering, Analysis and Retrieval System to the printed document reviewed by us, the accuracy of the matters set forth in the documents, agreements and instruments we reviewed, and that such documents, agreements and instruments evidence the entire understanding between the parties and have not been amended, modified or supplemented in any manner material to the opinions expressed herein. As to matters of fact relevant to the opinions expressed herein, we have relied upon, and assumed the accuracy of, the representations and warranties contained in the Agreement and the Indenture and we have relied upon certificates and oral or written statements and other information obtained from the Company, the other parties to the transaction referenced herein, and public officials. Except as expressly set forth herein, we have not undertaken any independent investigation (including, without limitation, conducting any review, search or investigation of any public files, records or dockets) to determine the existence or absence of the facts that are material to our opinions, and no inference as to our knowledge concerning such facts should be drawn from our reliance on the representations of the Company and others in connection with the preparation and delivery of this letter.
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In particular, we have examined and relied upon: (a)�the Company�s Registration Statement on Form F-3 (File No.�333-178960) (the �Registration Statement�), including the Prospectus dated January�11, 2012, the Product Supplement dated May�15, 2014 relating to the Airbag Yield Optimization Notes, the Prospectus Supplement dated May�15, 2014 relating to the Airbag Yield Optimization Notes, the Product Supplement dated May�15, 2014 relating to the Contingent Absolute Return Autocallable Optimization Securities, the Prospectus Supplement dated May�15, 2014 relating to the Contingent Absolute Return Autocallable Optimization Securities, the Product Supplement dated August�15, 2014 relating to the Return Optimization Securities, the Prospectus Supplement dated August�15, 2014 relating to the Return Optimization Securities, the Product Supplement dated May�15, 2014 relating to the Trigger Phoenix Autocallable Optimization Securities, the Prospectus Supplement dated May�15, 2014 relating to the Trigger Phoenix Autocallable Optimization Securities, the Product Supplement dated May�15, 2014 relating to the Trigger Yield Optimization Notes, the Prospectus Supplement dated May�15, 2014 relating to the Trigger Yield Optimization Notes, the Final Terms Supplement dated October�28, 2014 relating to the ITUB Securities (as defined in Annex A hereto), the Final Terms Supplement dated October�28, 2014 relating to the NBR Securities (as defined in Annex A hereto), the Final Terms Supplement dated October�28, 2014 relating to the AAPL CARAOS Securities (as defined in Annex A hereto), the Final Terms Supplement dated October�28, 2014 relating to the TSLA Securities (as defined in Annex A hereto), the Final Terms Supplement dated October�28, 2014 relating to the AAPL1 ROS Securities (as defined in Annex A hereto), the Final Terms Supplement dated October�28, 2014 relating to the AAPL2 ROS Securities (as defined in Annex A hereto), the Final Terms Supplement dated October�28, 2014 relating to the AAPL1 TPAOS Securities (as defined in Annex A hereto), the Final Terms Supplement dated October�28, 2014 relating to the AAPL2 TPAOS Securities (as defined in Annex A hereto), the Final Terms Supplement dated October�28, 2014 relating to the APC1 Securities (as defined in Annex A hereto), the Final Terms Supplement dated October�28, 2014 relating to the APC2 Securities (as defined in Annex A hereto), the Final Terms Supplement dated October�28, 2014 relating to the FB Securities (as defined in Annex A hereto), the Final Terms Supplement dated October�28, 2014 relating to the FEYE TPAOS Securities (as defined in Annex A hereto), the Final Terms Supplement dated October�28, 2014 relating to the GILD Securities (as defined in Annex A hereto), the Final Terms Supplement dated October�28, 2014 relating to the MDVN Securities (as defined in Annex A hereto), the Final Terms Supplement dated October�28, 2014 relating to the FEYE TYON Securities (as defined in Annex A hereto) and the Final Terms Supplement dated October�28, 2014 relating to the X Securities (as defined in Annex A hereto), each constituting a part thereof, (b)�the Indenture, (c)�the Global Security dated October�31, 2014 representing the ITUB Securities, (d)�the Global Security dated October�31, 2014 representing the NBR Securities, (e)�the Global Security dated October�31, 2014 representing the AAPL CARAOS Securities, (f)�the Global Security dated October�31, 2014 representing the TSLA Securities, (g)�the Global Security dated October�31, 2014 representing the AAPL1 ROS Securities, (h)�the Global Security dated October�31, 2014 representing the AAPL2 ROS Securities, (i)�the Global Security dated October�31, 2014 representing the AAPL1 TPAOS Securities, (j)�the Global Security dated October�31, 2014 representing the AAPL2 TPAOS Securities, (k)�the Global Security dated October�31, 2014 representing the APC1 Securities, (l)�the Global Security dated October�31, 2014 representing the APC2 Securities, (m)�the Global Security dated October�31, 2014 representing the FB Securities, (n)�the Global Security dated October�31, 2014 representing the FEYE TPAOS Securities, (o)�the Global Security dated October�31, 2014 representing the GILD Securities, (p)�the Global Security dated October�31, 2014 representing the MDVN Securities, (q)�the Global Security dated October�31, 2014 representing the FEYE TYON Securities, (r)�the Global Security dated October�31, 2014 representing the X Securities, (s)�UBS AG Group Treasurer Resolutions dated (i)�December�22, 2008, (ii)�August�16, 2011 and (iii)�May�8, 2014, related to the establishment of the Company�s medium-term note program and (t)�the Officers� Certificate dated May�9, 2014, delivered pursuant to Section�301 of the Indenture related to the establishment of a series of debt securities of the Company entitled �Medium-Term Notes, Series A�.
Items (a)�to (t)�above are referred to in this letter as the �Transaction Documents�.
We have also assumed (x)�the legal capacity of all natural persons and (y)�(except to the extent expressly opined on herein) that all documents, agreements and instruments have been duly authorized, executed and delivered by all parties thereto, that all such parties are validly existing and in good standing under the laws of their respective jurisdictions of organization, that all such parties had the power and legal right to execute and deliver all such documents, agreements and instruments, and that such documents, agreements and instruments are legal, valid and binding obligations of such parties, enforceable against such parties in accordance with their respective terms. As used herein, �to our knowledge�, �known to us� or words of similar import mean the actual knowledge, without independent investigation, of any lawyer in our firm actively involved in representing the Company with respect to the transactions contemplated by the Agreement.
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We express no opinion concerning the laws of any jurisdiction other than the laws of the State of New York and applicable federal laws of the United States of America.
Based upon and subject to the foregoing, we are of the opinion that assuming the Securities have been duly authorized and executed by the Company and duly authenticated and delivered by the Trustee in the manner contemplated in the Indenture and paid for by and sold to the Underwriter pursuant to the Agreement, the Securities will be binding obligations of the Company, enforceable against the Company in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, receivership or other laws relating to or affecting creditors� rights generally, and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity), and subject to the effect of laws that may limit the waiver of rights or benefits under or defenses with respect to applicable usury laws.
We hereby consent to the filing of this letter as an exhibit to a Current Report on Form 6-K to be incorporated by reference in the Registration Statement as it relates to the Securities. This consent is not to be construed as an admission that we are a person whose consent is required to be filed with the Registration Statement under the provisions of the Securities Act of 1933, as amended.
In addition, we disclaim any obligation to update this letter or communicate with or advise you as to any changes in fact or law, or otherwise.
Very truly yours,
/s/ Cadwalader, Wickersham�& Taft LLP
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ANNEX A
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| Title of Securities |
�� | Aggregate�Principal Amount |
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| Airbag Yield Optimization Notes due May�3, 2016 (Linked to the American depositary shares of Ita� Unibanco Holdings S.A.) (the �ITUB Securities�) |
�� | $ | 100,000.00 | �� |
| Airbag Yield Optimization Notes due October�28, 2015 (Linked to the common stock of Nabors Industries Ltd.) (the �NBR Securities�) |
�� | $ | 225,000.00 | �� |
| Contingent Absolute Return Autocallable Optimization Securities due November�4, 2016 (Linked to the common stock of Apple Inc.) (the �AAPL CARAOS Securities�) |
�� | $ | 375,000.00 | �� |
| Contingent Absolute Return Autocallable Optimization Securities due November�4, 2015 (Linked to the common stock of Tesla Motors, Inc.) (the �TSLA Securities�) |
�� | $ | 300,000.00 | �� |
| Return Optimization Securities due November�4, 2016 (Linked to the common stock of Apple Inc.) (the �AAPL1 ROS Securities�) |
�� | $ | 205,000.00 | �� |
| Return Optimization Securities due November�4, 2016 (Linked to the common stock of Apple Inc.) (the �AAPL2 ROS Securities�) |
�� | $ | 240,000.00 | �� |
| Trigger Phoenix Autocallable Optimization Securities due November�4, 2016 (Linked to the common stock of Apple Inc.) (the �AAPL1 TPAOS Securities�) |
�� | $ | 250,000.00 | �� |
| Trigger Phoenix Autocallable Optimization Securities due November�4, 2016 (Linked to the common stock of Apple Inc.) (the �AAPL2 TPAOS Securities�) |
�� | $ | 260,000.00 | �� |
| Trigger Phoenix Autocallable Optimization Securities due November�4, 2015 (Linked to the common stock of Anadarko Petroleum Corporation) (the �APC1 Securities�) |
�� | $ | 375,000.00 | �� |
| Trigger Phoenix Autocallable Optimization Securities due November�4, 2015 (Linked to the common stock of Anadarko Petroleum Corporation) (the �APC2 Securities�) |
�� | $ | 265,000.00 | �� |
| Trigger Phoenix Autocallable Optimization Securities due November�4, 2015 (Linked to the common stock of Facebook, Inc.) (the �FB Securities�) |
�� | $ | 130,000.00 | �� |
| Trigger Phoenix Autocallable Optimization Securities due May�5, 2016 (Linked to the common stock of FireEye, Inc.) (the �FEYE TPAOS Securities�) |
�� | $ | 250,000.00 | �� |
| Trigger Phoenix Autocallable Optimization Securities due November�4, 2015 (Linked to the common stock of Gilead Sciences, Inc.) (the �GILD Securities�) |
�� | $ | 215,000.00 | �� |
| Trigger Phoenix Autocallable Optimization Securities due November�4, 2015 (Linked to the common stock of Medivation, Inc.) (the �MDVN Securities�) |
�� | $ | 300,000.00 | �� |
| Trigger Yield Optimization Notes due November�2, 2015 (Linked to the common stock of FireEye, Inc.) (the �FEYE TYON Securities�) |
�� | $ | 254,823.00 | �� |
| Trigger Yield Optimization Notes due November�2, 2015 (Linked to the common stock of United States Steel Corporation) (the �X Securities�) |
�� | $ | 161,069.30 | �� |
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[LETTERHEAD OF CADWALADER, WICKERSHAM�& TAFT LLP]
October�31, 2014
UBS AG
Bahnhofstrasse 45
CH-8098 Zurich
Switzerland
Ladies and Gentlemen:
We have acted as special counsel to UBS AG (the �Company�) in connection with the proposed sale by the Company and purchase by UBS Financial Services, Inc. (the �Underwriter�) of debt securities being issued on the date hereof identified in Annex A to this letter (the �Securities�), pursuant to the terms of the Amended and Restated Distribution Agreement, dated November�17, 2006 (the �Agreement�), among the Company, UBS Securities LLC and the Underwriter. The Securities are being issued pursuant to the Indenture, dated as of November�21, 2000, as amended and supplemented from time to time (as amended through the date hereof, the �Indenture�), between the Company and U.S. Bank Trust National Association.
In rendering the opinions set forth below, we have examined and relied upon the originals, copies or specimens, certified or otherwise identified to our satisfaction, of the Transaction Documents (as defined below) and such certificates, corporate and public records, agreements and instruments and other documents, including, among other things, the documents delivered on the date hereof, as we have deemed appropriate as a basis for the opinions expressed below. In such examination we have assumed the genuineness of all signatures, the authenticity of all documents, agreements and instruments submitted to us as originals, the conformity to original documents, agreements and instruments of all documents, agreements and instruments submitted to us as copies or specimens, the authenticity of the originals of such documents, agreements and instruments submitted to us as copies or specimens, the conformity of the text of each document filed with the Securities and Exchange Commission (the �Commission�) through the Commission�s Electronic Data Gathering, Analysis and Retrieval System to the printed document reviewed by us, the accuracy of the matters set forth in the documents, agreements and instruments we reviewed, and that such documents, agreements and instruments evidence the entire understanding between the parties and have not been amended, modified or supplemented in any manner material to the opinions expressed herein. As to matters of fact relevant to the opinions expressed herein, we have relied upon, and assumed the accuracy of, the representations and warranties contained in the Agreement and the Indenture and we have relied upon certificates and oral or written statements and other information obtained from the Company, the other parties to the transaction referenced herein, and public officials. Except as expressly set forth herein, we have not undertaken any independent investigation (including, without limitation, conducting any review, search or investigation of any public files, records or dockets) to determine the existence or absence of the facts that are material to our opinions, and no inference as to our knowledge concerning such facts should be drawn from our reliance on the representations of the Company and others in connection with the preparation and delivery of this letter.
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In particular, we have examined and relied upon: (a)�the Company�s Registration Statement on Form F-3 (File No.�333-178960) (the �Registration Statement�), including the Prospectus dated January�11, 2012, the Product Supplement dated August�6, 2014 relating to the Buffered Performance Securities, the Product Supplement dated January�13, 2012 relating to the Contingent Absolute Return Autocallable Optimization Securities, the Product Supplement dated July�8, 2014 relating to the Contingent Absolute Return Performance Securities, the Product Supplement dated October�10, 2014 relating to the Floating Rate Trigger Phoenix Autocallable Optimization Securities, the Product Supplement dated January�13, 2012 relating to the Notes Linked to a Currency or Commodity or a Basket Comprised of Currencies or Commodities, the Product Supplement dated January�10, 2013 relating to the Return Optimization Securities, the Product Supplement dated January�30, 2012 relating to the Return Optimization Securities, the Product Supplement dated February�26, 2014 relating to the Trigger Autocallable Optimization Securities, the Product Supplement dated February�28, 2012 relating to the Trigger Performance Securities, the Product Supplement dated January�13, 2012 relating to the Trigger Phoenix Autocallable Optimization Securities, the Product Supplement dated August�7, 2014 relating to the Trigger Step Performance Securities, the Pricing Supplement dated October�28, 2014 relating to the RTY FRTPAOS Securities (as defined in the Annex A hereto), the Pricing Supplement dated October�28, 2014 relating to the Basket Securities (as defined in the Annex A hereto), the Pricing Supplement dated October�28, 2014 relating to the CMCIER Securities (as defined in the Annex A hereto), the Pricing Supplement dated October�28, 2014 relating to the SPX TPS Securities (as defined in the Annex A hereto), the Pricing Supplement dated October�28, 2014 relating to the SPX TSPS Securities (as defined in the Annex A hereto), the Pricing Supplement dated October�29, 2014 relating to the SX5E BPS Securities (as defined in the Annex A hereto), the Pricing Supplement dated October�29, 2014 relating to the NG Securities (as defined in the Annex A hereto), the Pricing Supplement dated October�29, 2014 relating to the SX5E CARPS Securities (as defined in the Annex A hereto), the Pricing Supplement dated October�29, 2014 relating to the SX5E ROS (as defined in the Annex A hereto), the Pricing Supplement dated October�29, 2014 relating to the RTY1 TAOS Securities (as defined in the Annex A hereto), the Pricing Supplement dated October�29, 2014 relating to the RTY2 TAOS Securities (as defined in the Annex A hereto), the Pricing Supplement dated October�29, 2014 relating to the SX5E TPS Securities (as defined in the Annex A hereto) and the Pricing Supplement dated October�29, 2014 relating to the F Securities and the VRX Securities (each, as defined in the Annex A hereto), each constituting a part thereof, (b)�the Indenture, (c)�the Global Security dated October�31, 2014 representing the RTY FRTPAOS Securities, (d)�the Global Security dated October�31, 2014 representing the Basket Securities, (e)�the Global Security dated October�31, 2014 representing the CMCIER Securities, (f)�the Global Security dated October�31, 2014 representing the SPX TPS Securities, (g)�the Global Security dated October�31, 2014 representing the SPX TSPS Securities, (h)�the Global Security dated October�31, 2014 representing the SX5E BPS Securities, (i)�the Global Security dated October�31, 2014 representing the NG Securities, (j)�the Global Security dated October�31, 2014 representing the SX5E CARPS Securities, (k)�the Global Security dated October�31, 2014 representing the SX5E ROS Securities, (l)�the Global Security dated October�31, 2014 representing the RTY1 TAOS Securities, (m)�the Global Security dated October�31, 2014 representing the RTY2 TAOS Securities, (n)�the Global Security dated October�31, 2014 representing the SX5E TPS Securities, (o)�the Global Security dated October�31, 2014 representing the F Securities, (p)�the Global Security dated October�31, 2014 representing the VRX Securities, (q)�UBS AG Group Treasurer Resolutions dated (i)�December�22, 2008, (ii)�August�16, 2011 and (iii)�May�8, 2014, related to the establishment of the Company�s medium-term note program and (r)�the Officers� Certificate dated May�9, 2014, delivered pursuant to Section�301 of the Indenture related to the establishment of a series of debt securities of the Company entitled �Medium-Term Notes, Series A�.
Items (a)�to (r)�above are referred to in this letter as the �Transaction Documents�.
We have also assumed (x)�the legal capacity of all natural persons and (y)�(except to the extent expressly opined on herein) that all documents, agreements and instruments have been duly authorized, executed and delivered by all parties thereto, that all such parties are validly existing and in good standing under the laws of their respective jurisdictions of organization, that all such parties had the power and legal right to execute and deliver all such documents, agreements and instruments, and that such documents, agreements and instruments are legal, valid and binding obligations of such parties, enforceable against such parties in accordance with their respective terms. As used herein, �to our knowledge�, �known to us� or words of similar import mean the actual knowledge, without independent investigation, of any lawyer in our firm actively involved in representing the Company with respect to the transactions contemplated by the Agreement.
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We express no opinion concerning the laws of any jurisdiction other than the laws of the State of New York and applicable federal laws of the United States of America.
Based upon and subject to the foregoing, we are of the opinion that assuming the Securities have been duly authorized and executed by the Company and duly authenticated and delivered by the Trustee in the manner contemplated in the Indenture and paid for by and sold to the Underwriter pursuant to the Agreement, the Securities will be binding obligations of the Company, enforceable against the Company in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, receivership or other laws relating to or affecting creditors� rights generally, and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity), and subject to the effect of laws that may limit the waiver of rights or benefits under or defenses with respect to applicable usury laws.
We hereby consent to the filing of this letter as an exhibit to a Current Report on Form 6-K to be incorporated by reference in the Registration Statement as it relates to the Securities. This consent is not to be construed as an admission that we are a person whose consent is required to be filed with the Registration Statement under the provisions of the Securities Act of 1933, as amended.
In addition, we disclaim any obligation to update this letter or communicate with or advise you as to any changes in fact or law, or otherwise.
Very truly yours,
/s/ Cadwalader, Wickersham�& Taft LLP
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ANNEX A
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| Title of Securities |
�� | Aggregate�Principal Amount |
� | |
| Floating Rate Trigger Phoenix Autocallable Optimization Securities due November�3, 2017 (Linked to the Russell 2000� Index) (the �RTY FRTPAOS Securities�) |
�� | $ | 2,000,000.00 | �� |
| Return Optimization Securities due November�30, 2015 (Linked to an Equally Weighted Basket of Selected Equity Securities) (the �Basket Securities�) |
�� | $ | 232,000.00 | �� |
| Trigger Performance Securities due October�31, 2024 (Linked to the UBS Bloomberg Constant Maturity Commodity Index Excess Return) (the �CMCIER Securities�) |
�� | $ | 350,000.00 | �� |
| Trigger Performance Securities due October�31, 2019 (Linked to the S&P 500� Index) (the �SPX TPS Securities�) |
�� | $ | 874,200.00 | �� |
| Trigger Step Performance Securities due October�31, 2018 (Linked to the S&P 500� Index) (the �SPX TSPS Securities�) |
�� | $ | 2,759,250.00 | �� |
| Buffered Performance Securities due October�31, 2019 (Linked to the EURO STOXX 50� Index) (the �SX5E BPS Securities�) |
�� | $ | 1,868,700.00 | �� |
| Contingent Absolute Return Autocallable Optimization Securities due August�3, 2015 (Linked to the relevant nearby NYMEX-traded natural gas futures contracts) (the �NG Securities�) |
�� | $ | 2,741,000.00 | �� |
| Contingent Absolute Return Performance Securities due October�31, 2019 (Linked to the EURO STOXX 50� Index) (the �SX5E CARPS Securities�) |
�� | $ | 3,931,310.00 | �� |
| Return Optimization Securities due November�30, 2015 (Linked to the EURO STOXX 50� Index) (the �SX5E ROS Securities�) |
�� | $ | 1,101,660.00 | �� |
| Trigger Autocallable Optimization Securities due October�31, 2019 (Linked to the Russell 2000� Index) (the �RTY1 TAOS Securities�) |
�� | $ | 3,765,070.00 | �� |
| Trigger Autocallable Optimization Securities due October�31, 2016 (Linked to the Russell 2000� Index) (the �RTY2 TAOS Securities�) |
�� | $ | 4,079,100.00 | �� |
| Trigger Performance Securities due October�31, 2019 (Linked to the EURO STOXX 50� Index) (the �SX5E TPS Securities�) |
�� | $ | 6,080,850.00 | �� |
| Trigger Phoenix Autocallable Optimization Securities due April�29, 2016 (Linked to the common stock of Ford Motor Company) (the �F Securities�) |
�� | $ | 8,555,680.00 | �� |
| Trigger Phoenix Autocallable Optimization Securities due April�29, 2016 (Linked to the common stock of Valeant Pharmaceuticals International, Inc.) (the �VRX Securities�) |
�� | $ | 1,095,000.00 | �� |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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| UBS AG | ||
| By: | � | /s/ Kiye Sakai |
| � | Name: Kiye Sakai | |
| � | Title:�� Managing Director | |
| By: | � | /s/ Sarah Starkweather |
| � | Name: Sarah Starkweather | |
| � | Title:�� Executive Director | |
Date: 31�October 2014
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