Obligation UBSL 0% ( US90281F4384 ) en USD

Société émettrice UBSL
Prix sur le marché 100 %  ▲ 
Pays  Suisse
Code ISIN  US90281F4384 ( en USD )
Coupon 0%
Echéance 04/01/2022 - Obligation échue



Prospectus brochure de l'obligation UBS (London Branch) US90281F4384 en USD 0%, échue


Montant Minimal 1 000 USD
Montant de l'émission 5 292 000 USD
Cusip 90281F438
Notation Standard & Poor's ( S&P ) N/A
Notation Moody's N/A
Description détaillée UBS (London Branch) est une succursale de la banque suisse UBS, offrant une large gamme de services financiers aux particuliers, aux entreprises et aux institutions financières au Royaume-Uni et au-delà.

L'Obligation émise par UBSL ( Suisse ) , en USD, avec le code ISIN US90281F4384, paye un coupon de 0% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 04/01/2022







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424B2 1 ub54487844-424b2.htm PS - DECEMBER 13 SPX DUAL DIRECTIONAL BUFFERED PARTICIPATION MS (US90281F4384)
5485
December 2019
PRICING SUPPLEMENT
Dated December 13, 2019
Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-225551
(To Prospectus dated October 30, 2018,
Index Supplement dated October 31, 2018
and Product Supplement dated October 31, 2018)
STRUCTURED INVESTMENTS
Opportunities in U.S. Equities
Dual-Directional Buffered Participation Securities due January 4, 2022
$5,292,330 Based on the Value of the S&P 500® Index
Principal at Risk Securities
The Dual-Directional Buffered Participation Securities (the "securities") offer exposure to the performance of the S&P 500® Index (the "underlying index").
The securities are for investors who are wil ing to risk their principal and forgo current income and upside above the maximum payment at maturity in
exchange for the participation feature, which applies only to a limited range of positive performance of the underlying index, and the absolute underlying
return feature, which applies to the negative performance of the underlying index only if the percentage decline of the underlying index from the closing
level of the underlying index on the pricing date (the "initial level") to the closing level of the underlying index on the valuation date (the "final level") is
equal to or less than the buffer amount. At maturity, if the percentage change in the closing level of the underlying index from the pricing date to the
valuation date (the "underlying return") is positive, investors wil receive the stated principal amount of their investment plus the upside performance of the
underlying index, subject to the maximum payment at maturity. At maturity, if the underlying return is negative and the percentage decline from the initial
level to the final level is equal to or less than the buffer amount, investors wil receive the sum of (a) the stated principal amount of their investment plus
an amount equal to the product of (b) the stated principal amount multiplied by the absolute value of the negative underlying return (the "absolute
underlying return"). However, at maturity, if the underlying return is negative and the percentage decline from the initial level to the final level is greater
than the buffer amount, investors wil receive less than the stated principal amount, resulting in a loss that is proportionate to the percentage decline in
the underlying index from the initial level to the final level in excess of the buffer amount. Investors may lose up to 90.00% of the stated principal amount
of the securities. Accordingly, the securities do not guarantee the return of the full principal amount at maturity. The securities are
unsubordinated, unsecured debt obligations issued by UBS AG ("UBS"), and all payments on the securities are subject to the credit risk of
UBS. If UBS were to default on its payment obligations you may not receive any amounts owed to you under the securities and you could lose
all of your initial investment.
SUMMARY TERMS

Issuer:
UBS AG London Branch ("UBS")
Underlying index:
S&P 500® Index
Aggregate principal amount: $5,292,330
Stated principal amount:
$10 per security
Issue price:
$10 per security (see "Commissions and issue price" below), offered at a minimum investment of 100 securities
(representing a $1,000 investment)
Denominations:
$10 per security and integral multiples thereof
Interest:
None
Pricing date:
December 13, 2019
Original issue date:
December 18, 2019. Under Rule 15c6-1 of the Securities Exchange Act of 1934, as amended, trades in the secondary
market general y are required to settle in two business days, unless the parties to any such trade expressly agree
otherwise. Accordingly, purchasers who wish to trade the securities on any date prior to two business days before
delivery wil be required, by virtue of the fact that the securities are initial y expected to settle in three business days (T +
3), to specify alternative settlement arrangements to prevent a failed settlement of the secondary market trade.
Valuation date:
December 30, 2021, subject to postponement in the event of a market disruption event, as described in the
accompanying product supplement
Maturity date:
January 4, 2022, subject to postponement in the event of a market disruption event, as described in the accompanying
product supplement
Payment at maturity:
If the underlying return is positive:

The lesser of (a) $10 + Upside Payment and (b) Maximum Payment at Maturity

If the underlying return is zero or negative and the percentage decline from the initial level to the final level is equal
to or less than the buffer amount:


$10 + ($10 x Absolute Underlying Return)

In this scenario, you will receive a 1% positive return on the securities for each 1% negative return on the
underlying index. In no event will your return in this scenario exceed the buffer amount, which is less than
the maximum gain.

If the underlying return is negative and the percentage decline from the initial level to the final level is greater than
the buffer amount:

$10 + [$10 x (Underlying Return + Buffer Amount)]

Under these circumstances, you will lose a percentage of your stated principal amount equal to the
percentage decline of the underlying index from the initial level to the final level in excess of the buffer
amount and, in extreme situations, you could lose almost all of your initial investment.
Underlying return:
The quotient, expressed as a percentage, of (i) the final level of the underlying index minus the initial level of the
underlying index, divided by (i ) the initial level of the underlying index. Expressed as a formula: (Final Level - Initial
Level) / Initial Level
Absolute underlying return:
The absolute value of the underlying return. For example, if the underlying return is -5%, the absolute underlying return
wil be equal to 5%.
Upside payment:
$10 x Underlying Return
Maximum gain:
15.10%
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Initial level:
3,168.80, which is the closing level of the underlying index on the pricing date, as determined by the calculation agent
Final level:
The closing level of the underlying index on the valuation date, as determined by the calculation agent
Maximum payment at
$11.51 per security, which is equal to $10 + ($10 x Maximum Gain)
maturity:
Buffer amount:
10.00%
CUSIP:
90281F438
ISIN:
US90281F4384
Listing:
The securities wil not be listed or displayed on any securities exchange or any electronic communications network.
Agent:
UBS Securities LLC
Commissions and issue

Price to Public
Fees and Commissions(1)
Proceeds to Issuer
price:
Per security:

100%
2.00%(a)
97.50%
+ 0.50%(b)
2.50%
Total:

$5,292,330.00
$132,308.25
$5,160,021.75





(1)
UBS Securities LLC has agreed to purchase from UBS AG the securities at the price to public less a fee of $0.25 per $10.00 stated principal
amount of securities. UBS Securities LLC has agreed to resel al of the securities to Morgan Stanley Smith Barney LLC ("Morgan Stanley
Wealth Management") at an underwriting discount which reflects:
(a) a fixed sales commission of $0.20 per $10.00 stated principal amount of securities that Morgan Stanley Wealth Management sel s and
(b) a fixed structuring fee of $0.05 per $10.00 stated principal amount of securities that Morgan Stanley Wealth Management sel s, each
payable to Morgan Stanley Wealth Management. See "Supplemental plan of distribution (conflicts of interest); secondary markets (if any)".
The estimated initial value of the securities as of the pricing date is $9.77. The estimated initial value of the securities was determined as of the close of
the relevant markets on the date of this document by reference to UBS' internal pricing models, inclusive of the internal funding rate. For more information
about secondary market offers and the estimated initial value of the securities, see "Risk Factors -- Fair value considerations" and "-- Limited or no
secondary market and secondary market price considerations" on pages 15 and 16 of this document.
Notice to investors: the securities are significantly riskier than conventional debt instruments. The issuer is not necessarily obligated to repay
the full stated principal amount of the securities at maturity, and the securities may have downside market risk proportionate to an investment
in the underlying index subject to the buffer amount. This market risk is in addition to the credit risk inherent in purchasing a debt obligation
of UBS. You should not purchase the securities if you do not understand or are not comfortable with the significant risks involved in investing
in the securities.
You should carefully consider the risks described under ``Risk Factors'' beginning on page 15 and under ``Risk Factors'' beginning on page
PS-9 of the accompanying product supplement before purchasing any securities. Events relating to any of those risks, or other risks and
uncertainties, could adversely affect the market value of, and the return on, your securities. You may lose some or almost all of your initial
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 adequacy or accuracy of this document, the accompanying product supplement, the accompanying index supplement or the
accompanying prospectus. Any representation to the contrary is a criminal offense.
The securities are not bank deposits and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency.
Product supplement dated October 31, 2018
Index supplement dated October 31, 2018
Prospectus dated October 31, 2018

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Dual-Directional Buffered Participation Securities due January 4, 2022
$5,292,330 Based on the Value of the S&P 500® Index
Principal at Risk Securities

Additional Information about UBS and the Securities
UBS has filed a registration statement (including a prospectus as supplemented by a product supplement and an index supplement for
various securities we may offer, including the securities) with the Securities and Exchange Commission (the "SEC"), for the offering to
which this document relates. Before you invest, you should read these documents and any other documents relating to this offering that
UBS has filed with the SEC for more complete information about UBS and this offering. You may obtain these documents for free by
visiting EDGAR on the SEC website at www.sec.gov. Our Central Index Key, or CIK, on the SEC web site is 0001114446.
You may access these documents on the SEC website at www.sec.gov as follows:
Product supplement dated October 31, 2018:
http://www.sec.gov/Archives/edgar/data/1114446/000091412118002085/ub47016353-424b2.htm
Index supplement dated October 31, 2018:
http://www.sec.gov/Archives/edgar/data/1114446/000091412118002083/ub46174419-424b2.htm
Prospectus dated October 31, 2018:
http://www.sec.gov/Archives/edgar/data/1114446/000119312518314003/d612032d424b3.htm
References to "UBS", "we", "our" and "us" refer only to UBS AG and not to its consolidated subsidiaries. In this document, the
"securities" refers to the Dual-Directional Buffered Participation Securities that are offered hereby. Also, references to the "accompanying
prospectus" mean the UBS prospectus titled "Debt Securities and Warrants", dated October 31, 2018, references to the "accompanying
index supplement" mean the UBS index supplement, dated October 31, 2018 and references to the "accompanying product supplement"
mean the UBS product supplement titled "Market-Linked Securities Product Supplement", dated October 31, 2018.
You should rely only on the information incorporated by reference or provided in this document, the accompanying product supplement,
the accompanying index 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 document, the accompanying product supplement, the accompanying index supplement or the accompanying
prospectus is accurate as of any date other than the date on the front of the document.
UBS reserves the right to change the terms of, or reject any offer to purchase, the securities prior to their issuance. In the event of any
changes to the terms of the securities, UBS will notify you and you will be asked to accept such changes in connection with your
purchase. You may also choose to reject such changes in which case UBS may reject your offer to purchase.
In the event of any discrepancies between this document, the accompanying product supplement, the index supplement and the
accompanying prospectus, the following hierarchy will govern: first, this document; second, the accompanying product supplement;
third, the index supplement; and finally, the accompanying prospectus.
December 2019
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Dual-Directional Buffered Participation Securities due January 4, 2022
$5,292,330 Based on the Value of the S&P 500® Index
Principal at Risk Securities
Investment Overview
Dual-Directional Buffered Participation Securities
The Dual-Directional Buffered Participation Securities Based on the Value of the S&P 500® Index due January 4, 2022 can be used:
§
As an alternative to direct exposure to the underlying index that participates in the return for a certain range of positive performance
of the underlying index; however, by investing in the securities, you will not be entitled to receive any dividends paid with respect to
the stocks comprising the underlying index (the "underlying equity constituents") or any interest payments, and your return will not
exceed the maximum payment at maturity. You should carefully consider whether an investment that does not provide for any
dividends, interest payments or exposure to the positive performance of the underlying index beyond a level that exceeds the
maximum gain is appropriate for you.
§
To provide a return equal to the absolute underlying return in the event that the underlying return is negative and the percentage
decline from the initial level to the final level is equal to or less than the buffer amount.




Maturity:
Approximately 24.5 months

Buffer amount:
10.00%

Maximum payment at maturity:
$11.51 per security, which is equal to $10 + ($10 x Maximum Gain)

Maximum gain:
15.10%

Interest:
None

Minimum payment at maturity:
$1.00 (10.00% of the stated principal amount).

Listing:
The securities will not be listed or displayed on any securities exchange
or any electronic communications network.
December 2019
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Dual-Directional Buffered Participation Securities due January 4, 2022
$5,292,330 Based on the Value of the S&P 500® Index
Principal at Risk Securities
Key Investment Rationale
Investors can use the securities to (i) participate in positive returns up to the maximum gain, and (ii) obtain contingent protection against
a loss of the stated principal amount and earn the absolute underlying return in the event that the underlying return is zero or negative
and the percentage decline from the initial level to the final level is equal to or less than the buffer amount. At maturity, investors will
receive an amount in cash based upon the underlying return. Investors may lose some or almost all of their initial investment in the
securities.
Investors will not be entitled to receive any dividends paid with respect to the underlying equity constituents and the securities do not
pay periodic interest. You should carefully consider whether an investment that does not provide for any dividends or periodic interest or
exposure to the positive performance of the underlying index beyond a level that exceeds the maximum gain is appropriate for you. The
payment scenarios below do not show any effect of lost dividend yield over the term of the securities.


The securities offer investors an opportunity to participate in positive returns relative to a
Upside Performance
hypothetical direct investment in the underlying index within a certain range of positive
performance.


At maturity, if the underlying return of the securities is negative and the percentage decline
from the initial level to the final level is equal to or less than the buffer amount, you will
receive (a) your stated principal amount plus an amount equal to the product of (b) your
Absolute Underlying Return
stated principal amount multiplied by the absolute underlying return. In this scenario, you will
Scenario
receive a 1% positive return on the securities for each 1% negative return on the underlying
index. In no event will your return in this scenario exceed the buffer amount, which is less
than the maximum gain.


If the underlying return is positive, at maturity, the securities will be redeemed for the lesser of
Upside Scenario
(a) the stated principal amount of $10 plus the upside payment and (b) the maximum
payment at maturity.


If the final level is equal to the initial level, at maturity you will receive the stated principal
Par Scenario
amount at maturity.


If the underlying return is negative and the percentage decline from the initial level to the final
level is greater than the buffer amount, at maturity you will receive less than the stated
principal amount, resulting in a percentage loss of your initial investment equal to the
percentage decline from the initial level to the final level in excess of the buffer amount. For
Downside Scenario
example, if the underlying return is -50.00%, each security will redeem for $6.00, or 60.00%
of the stated principal amount. The minimum payment at maturity is only 10.00% of the
stated principal amount and you could lose some or almost all of your initial
investment.
December 2019
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Dual-Directional Buffered Participation Securities due January 4, 2022
$5,292,330 Based on the Value of the S&P 500® Index
Principal at Risk Securities
Investor Suitability
The securities may be suitable for you if:

You fully understand the risks of an investment in the securities, including the risk of loss of almost all of your initial investment.

You can tolerate a loss of some or almost all of your investment and are willing to make an investment that may have similar
downside market risk as that of a hypothetical investment in the underlying index or the underlying equity constituents.

You believe that the percentage decline of the underlying index from the initial level to the final level will be equal to or less than the
buffer amount and, if the percentage decline of the underlying index from the initial level to the final level is greater than the buffer
amount, you can tolerate receiving a payment at maturity that will be less than the stated principal amount and may be as low as the
minimum payment amount.

You believe that the level of the underlying index will appreciate over the term of the securities and that the percentage of
appreciation is unlikely to exceed the maximum gain indicated on the cover hereof, or that the level of the underlying index will
decline over the term of the securities from the initial level to the final level by a percentage that is less than or equal to the buffer
amount.

You can tolerate fluctuations in the price of the securities prior to maturity that may be similar to or exceed the downside fluctuations
in the level of the underlying index.

You do not seek current income from your investment and are willing to forgo any dividends paid on the underlying equity
constituents.

You understand and accept that your potential return on the securities is limited to the maximum gain and you are willing to invest in
the securities based on the maximum payment at maturity indicated on the cover hereof.

You are willing and able to hold the securities to maturity, a term of approximately 24.5 months, and accept that there may be little or
no secondary market for the securities.

You understand and are willing to accept the risks associated with the underlying index.

You are willing to assume the credit risk of UBS for all payments under the securities, and understand that if UBS defaults on its
obligations you may not receive any amounts due to you, including any repayment of principal.

You understand that the estimated initial value of the securities determined by our internal pricing models is lower than the issue
price and that should UBS Securities LLC or any affiliate make secondary markets for the securities, the price (not including their
customary bid-ask spreads) will temporarily exceed the internal pricing model price.
The securities may not be suitable for you if:

You do not fully understand the risks of an investment in the securities, including the risk of loss of almost all of your initial
investment.

You require an investment designed to provide a full return of principal at maturity.

You are not willing to make an investment that may have similar downside market risk as that of a hypothetical investment in the
underlying index or the underlying equity constituents.

You believe that the level of the underlying index will decline over the term of the securities and that the percentage decline of the
underlying index from the initial level to the final level will be greater than the buffer amount, or you cannot tolerate receiving a
payment at maturity that may be less than the stated principal amount and as low as the minimum payment amount.

You believe that the level of the underlying index will appreciate during the term of the securities and that the percentage of
appreciation is likely to exceed the maximum gain indicated on the cover hereof.

You seek an investment that has an unlimited return potential or you are unwilling to invest in the securities based on the maximum
payment at maturity indicated on the cover hereof.

You cannot tolerate fluctuations in the price of the securities prior to maturity that may be similar to or exceed the downside
fluctuations in the level of the underlying index.

You seek current income from your investment or prefer to receive any dividends paid on the underlying equity constituents.

You are unable or unwilling to hold the securities to maturity, a term of approximately 24.5 months, or seek an investment for which
there will be an active secondary market.

You do not understand or are unwilling to accept the risks associated with the underlying index.
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You are not willing to assume the credit risk of UBS for all payments under the securities, including any repayment of principal.
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Dual-Directional Buffered Participation Securities due January 4, 2022
$5,292,330 Based on the Value of the S&P 500® Index
Principal at Risk Securities
Fact Sheet
The securities offered are unsubordinated, unsecured debt securities issued by UBS, will pay no interest, do not guarantee the return of
the full stated principal amount at maturity and are subject to the terms described in the accompanying product supplement and
accompanying prospectus, as supplemented or modified by this document. At maturity, an investor will receive for each security that the
investor holds an amount in cash that may be greater than, equal to or less than the stated principal amount based upon (i) the
underlying return and (ii) if the underlying return is negative, whether the percentage change from the initial level to the final level is
greater than, equal to or less than the buffer amount. The securities do not guarantee the return of the full stated principal amount
at maturity and investors may lose some or almost all of their initial investment in the securities. All payments on the
securities are subject to the credit risk of UBS. If UBS were to default on its payment obligations you may not receive any
amount owed to you under the securities and you could lose all of your initial investment.
Expected Key Dates



Pricing date:
Original issue date
Valuation date:
Maturity date:
(settlement date):
December 13, 2019
December 18, 2019
December 30, 2021
January 4, 2022

Key Terms
Issuer:
UBS AG London Branch
Underlying index:
S&P 500® Index
Aggregate principal amount:
$5,292,330
Stated principal amount:
$10 per security
Issue price:
$10 per security, offered at a minimum investment of 100 securities
(representing a $1,000 investment)
Denominations:
$10 per security and integral multiples thereof
Interest:
None
Payment at maturity:
§ If the underlying return is positive:

The lesser of (a) $10 + Upside Payment and (b) Maximum Payment at Maturity

In no event will the payment at maturity exceed the maximum payment at
maturity.

§ If the underlying return is zero or negative and the percentage decline from the initial
level to the final level is equal to or less than the buffer amount:

$10 + ($10 x Absolute Underlying Return)

In this scenario, you will receive a 1% positive return on the securities for
each 1% negative return on the underlying index. In no event will your return
in this scenario exceed the buffer amount, which is less than the maximum
gain.

§ If the underlying return is negative and the percentage decline from the initial level to
the final level is greater than the buffer amount:

$10 + [$10 x (Underlying Return + Buffer Amount)]

Under these circumstances, you will lose a percentage of your stated
principal amount equal to the percentage decline of the underlying index
from the initial level to the final level in excess of the buffer amount and, in
extreme situations, you could lose almost all of your initial investment.
Underlying return:
The quotient, expressed as a percentage, of (i) the final level of the underlying index
minus the initial level of the underlying index, divided by (ii) the initial level of the
underlying index. Expressed as a formula:
(Final Level - Initial Level) / Initial Level
Absolute underlying return:
The absolute value of the underlying return. For example, if the underlying
return is -5%, the absolute underlying return will be equal to 5%.
Upside payment:
$10 x Underlying Return
Initial level:
3,168.80, which is the closing level of the underlying index on the pricing date,
as determined by the calculation agent
Final level:
The closing level of the underlying index on the valuation date, as determined
by the calculation agent
Maximum payment at maturity:
$11.51 per security, which is equal to $10 + ($10 x Maximum Gain)
Buffer amount:
10.00%
Maximum gain:
15.10%
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Risk factors:
Please see "Risk Factors" herein
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Dual-Directional Buffered Participation Securities due January 4, 2022
$5,292,330 Based on the Value of the S&P 500® Index
Principal at Risk Securities
General Information
Listing:
The securities will not be listed or displayed on any securities exchange or any
electronic communications network.
CUSIP:
90281F438
ISIN:
US90281F4384
Tax considerations:
The U.S. federal income tax consequences of your investment in the
securities are uncertain. There are no statutory provisions, regulations,
published rulings or judicial decisions addressing the characterization for
U.S. federal income tax purposes of securities with terms that are
substantially the same as the securities. 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" , including the section
"-- Securities Treated as Prepaid Derivatives or Prepaid Forwards" in the
accompanying product supplement and to discuss the tax consequences of
your particular situation with your tax advisor. This discussion is based
upon the Internal Revenue Code of 1986, as amended (the "Code"), final,
temporary and proposed U.S. Treasury Department (the "Treasury")
regulations, rulings and decisions, in each case, as available and in effect as
of the date hereof, all of which are subject to change, possibly with
retroactive effect. Tax consequences under state, local and non-U.S. laws are
not addressed herein. No ruling from the U.S. Internal Revenue Service (the
"IRS") has been sought as to the U.S. federal income tax consequences of
your investment in the securities, and the following discussion is not
binding on the IRS.
U.S. Tax Treatment. Pursuant to the terms of the securities, UBS and you agree, in
the absence of a statutory or regulatory change or an administrative determination
or judicial ruling to the contrary, to characterize the securities as prepaid derivative
contracts with respect to the underlying index. If your securities are so treated, you
should generally recognize gain or loss upon the taxable disposition of your
securities. Such gain or loss should generally be long-term capital gain or loss if
you hold your securities for more than one year (otherwise such gain or loss
should be short-term capital gain or loss if held for one year or less) in an amount
equal to the difference between the amount you receive at such time and the
amount you paid for your securities.
Based on certain factual representations received from us, our counsel,
Cadwalader, Wickersham & Taft LLP, is of the opinion that it would be
reasonable to treat your securities in the manner described above. However,
because there is no authority that specifically addresses the tax treatment of
the securities, it is possible that your securities could alternatively be treated
for tax purposes as a single contingent payment debt instrument, or
pursuant to some other characterization, such that the timing and character
of your income from the securities could differ materially and adversely from
the treatment described above, as described further under "Material U.S.
Federal Income Tax Consequences", including the section "-- Securities
Treated as Prepaid Derivatives or Prepaid Forwards", in the accompanying
product supplement.
There may be also a risk that the IRS could assert that the securities should not
give rise to long-term capital gain or loss because the securities offer, at least in
part, short exposure to the underlying index.
Notice 2008-2. In 2007, the IRS released a notice that may affect the taxation of
holders of the securities. According to Notice 2008-2, the IRS and the Treasury are
actively considering whether the holder of an instrument similar to the securities
should be required to accrue ordinary income on a current basis, and they are
seeking taxpayer comments on the subject. It is not possible to determine what
guidance they will ultimately issue, if any. It is possible, however, that under such
guidance, holders of the securities will ultimately be required to accrue income
currently and this could be applied on a retroactive basis. The IRS and the
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