SEC Division of Trading and Markets no-action letter: UBS AG

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON , DC 20549
DIVISION OF
TRAD ING AND MARKETS October 7, 2014
Sullivan & Cromwell LLP

1 New Fetter Lane

London, EC4A IAN
United Kingdom
Re: UBSAG

File No. TP 15-01

Dear Mr. Rockwell:
In your letter dated October 7, 2014, as supplemented by conversations with the staff, you request on behalf of UBS AG, a corporation organized under the laws of Switzerland ("UBS" and, together with its subsidiaries, the "Group"), and its wholly owned subsidiary UBS Group AG ("UBS Group"), an exemption from Rules 101 and 102 of Regulation M under the Securities Exchange Act of 1934 ("Exchange Act") in connection with an exchange offer by UBS (the "Exchange Offer"). You seek exemptive reliefto permit UBS, UBS Group, and UBS's Affiliates and Departments, including UBS IB, UBS Wealth Management, UBS Global Asset Management, and UBS GT, to conduct specified transactions (or Market Activities) outside the United States in UBS Group Shares during the Exchange Offer. Specifically, you request that: (i) UBS IB be permitted to continue to engage in market making and principal client facilitation activities as described in your letter; (ii) UBS IB be permitted to continue to engage in derivatives market making and hedging activities as described in your letter; (iii) UBS IB be permitted to continue to engage in unsolicited brokerage activities as described in your letter; (iv) UBS Wealth Management be permitted to continue to engage in wealth management activities as described in your letter; (v) UBS Global Asset Management be permitted to continue to engage in asset management activities as described in your letter; and (vi) UBS GT be permitted to continue to engage in employee share and option plan activities as described in your letter. You also seek exemptive relief to permit certain UBS Affiliates and Departments to conduct specified transactions (or Market Activities) in the United States in UBS Shares during the Exchange Offer. Specifically, you request that: (i) UBS Securities LLC be permitted to continue to engage in unsolicited brokerage activities as described in your letter; (ii) UBS Wealth Management Americas be permitted to continue to engage in wealth management activities as described in your letter; and (iii) UBS Global Asset Management be permitted to continue to engage in asset management activities as described in your letter.