SEC Division of Corporation Finance no-action letter: UBS AG

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

DIVISION OF
CORPORATION FINANCE
May 10, 2012
Ms. Colleen Mahoney
Skadden, Arps, Slate, Meagher & Flom LLP
1440 New York Avenue, NW
Washington, DC 20005

Re: In the Matter of UBS Financial Services Inc. of Puerto Rico (FL-3491) UBS AG – Waiver Request of Ineligible Issuer Status under Rule 405 of the Securities Act Dear Ms. Mahoney:
This is in response to your letter dated April 24, 2012, written on behalf of UBS AG (Company) and its subsidiary, UBS Financial Services Inc. of Puerto Rico (UBS PR), and constituting an application for relief from the Company being considered an “ineligible issuer” under Rule 405(1)(vi) of the Securities Act of 1933 (Securities Act). The Company requests relief from being considered an “ineligible issuer” under Rule 405, due to the entry on May 1, 2012, of a Commission Order (Order) pursuant to Section 8A of the Securities Act, Sections 15(b) and 21C of the Securities Exchange Act of 1934 (Exchange Act) , naming UBS PR as a respondent. The Order requires that, among other things, UBS PR cease and desist from committing or causing any violations and any future violations of Sections 17(a) of the Securities Act, Sections 10(b) and 15(c) of the Exchange Act, and Rule 10b-5 of the Exchange Act. Based on the facts and representations in your letter, and assuming the Company and UBS PR comply with the Order, the Commission, pursuant to delegated authority has determined that the Company has made a showing of good cause under Rule 405(2) and that the Company will not be considered an ineligible issuer by reason of the entry of the Order. Accordingly, the relief described above from the Company being an ineligible issuer under Rule 405 of the Securities Act is hereby granted, and the effectiveness of such relief is as of the date of the entry of the Order. Any different facts from those represented or non-compliance with the Order might require us to reach a different conclusion. Sincerely, /s/ Mary Kosterlitz Chief, Office of Enforcement Liaison Division of Corporation Finance