Supplemental Plan of Distribution
All sales of the Securities will be made to certain fee-based
advisory accounts for which UBS is an investment advisor at a
purchase price of $10.00 per $10.00 principal amount Security. UBS,
acting as placement agent for such advisory accounts, will purchase
the Securities from a dealer that is not affiliated with UBS or JPMS,
and that dealer will purchase the Securities from JPMS. JPMS will pay
all of the selling commissions it receives from us to that dealer. In
no event will these selling commissions exceed $0.05 per $10.00
principal amount Security. UBS will forgo any commissions related to
these sales. Investors who purchase and hold the Securities in
fee-based advisory accounts will pay advisory fees to UBS based on
the amount of assets held in those accounts, including the Securities.
Subject to regulatory constraints, JPMS intends to offer to purchase
the Securities in the secondary market, but it is not required to
do so.
We or 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, and
JPMS and/or an affiliate may earn additional income as a result of
payments pursuant to the swap or related hedge transactions. See
"Supplemental Use of Proceeds" in this pricing supplement and "Use of
Proceeds and Hedging" beginning on page PS-43 of the accompanying
product supplement no. UBS-1a-I.
JPMS's Estimated Value of the Securities
JPMS's estimated value of the Securities set forth on the cover of
this pricing supplement is equal to the sum of the values of the
following hypothetical components: (1) a fixed-income debt component
with the same maturity as the Securities, valued using our internal
funding rate for structured debt described below, and (2) the
derivative or derivatives underlying the economic terms of the
Securities. JPMS's estimated value does not represent a minimum price
at which JPMS would be willing to buy your Securities in any
secondary market (if any exists) at any time. The internal funding
rate used in the determination of JPMS's estimated value generally
represents a discount from the credit spreads for our conventional
fixed-rate debt. For additional information, see "Key Risks Risks
Relating to the Securities Generally JPMS's Estimated Value Is Not
Determined by Reference to Credit Spreads for Our Conventional
Fixed-Rate Debt." The value of the derivative or derivatives
underlying the economic terms of the Securities is derived from
JPMS's internal pricing models. These models are dependent on inputs
such as the traded market prices of comparable derivative instruments
and on various other inputs, some of which are market-observable, and
which can include volatility, dividend rates, interest rates and
other factors, as well as assumptions about future market events
and/or environments. Accordingly, JPMS's estimated value of the
Securities is determined when the terms of the Securities are set
based on market conditions and other relevant factors and assumptions
existing at that time. See "Key Risks Risks Relating to the
Securities Generally JPMS's Estimated Value Does Not Represent
Future Values of the Securities and May Differ from Others'
Estimates."
JPMS's estimated value of the Securities will be lower than the
original issue price of the Securities because costs associated with
selling, structuring and hedging the Securities are included in the
original issue price of the Securities. These costs include the
selling commissions paid to an unaffiliated dealer, the projected
profits, if any, that our affiliates expect to realize for assuming
risks inherent in hedging our obligations under the Securities and
the estimated cost of hedging our obligations under the Securities.
Because hedging our obligations entails risk and may be influenced by
market forces beyond our control, this hedging may result in a profit
that is more or less than expected, or it may result in a loss. We or
one or more of our affiliates will retain any profits realized in
hedging our obligations under the Securities. See "Key Risks Risks
Relating to the Securities Generally JPMS's Estimated Value of the
Securities Will Be Lower Than the Original Issue Price (Price to
Public) of the Securities" in this pricing supplement.
Secondary Market Prices of the Securities
For information about factors that will impact any secondary market
prices of the Securities, see "Key Risks Risks Relating to the
Securities Generally Secondary Market Prices of the Securities Will
Be Impacted by Many Economic and Market Factors" in this pricing
supplement. In addition, we generally expect that some of the costs
included in the original issue price of the Securities will be
partially paid back to you in connection with any repurchases of your
Securities by JPMS in an amount that will decline to zero over an
initial predetermined period that is intended to be up to two months.
The length of any such initial period reflects secondary market
volumes for the Securities, the structure of the Securities, whether
our affiliates expect to earn a profit in connection with our hedging
activities, the estimated costs of hedging the Securities and when
these costs are incurred, as determined by JPMS. See "Key Risks
Risks Relating to the Securities Generally The Value of the
Securities as Published by JPMS (and Which May Be Reflected on
Customer Account Statements) May Be Higher Than JPMS's Then-Current
Estimated Value of the Securities for a Limited Time Period."
Supplemental Use of Proceeds
The Securities are offered to meet investor demand for products that
reflect the risk-return profile and market exposure provided by the
Securities. See "Hypothetical Examples and Return Table" and
"Hypothetical Examples of Calculations of the Closing Levels of the
Basket" in this pricing supplement for an illustration of the
risk-return profile of the Securities and "The Basket" and "The
Underlying Stocks" in this pricing supplement for a description of
the market exposure provided by the Securities.
The original issue price of the Securities is equal to JPMS's
estimated value of the Securities plus the selling commissions paid
to an unaffiliated dealer, plus (minus) the projected profits
(losses) that our affiliates expect to realize for assuming risks
inherent in hedging our obligations under the Securities, plus the
estimated cost of hedging our obligations under the Securities.