Regulatory Information Bulletin
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REGULATORY INFORMATION BULLETIN RB-12-16 February 8, 2012 TO: ETP Holders SUBJECT: VelocitySharesTM ETNs due February 3, 2032 (8 issues) Compliance and supervisory personnel should note that, among other things, this Information Bulletin discusses customer suitability regarding purchases of these exchange traded notes (“ETNs”) issued by the Credit Suisse AG (the “Issuer”). Please forward this Information Bulletin to other interested persons within your organization. The following ETNs have been approved for listing on NYSE Arca and will commence trading on February 8, 2012: Exchange-Traded Notes Symbol VelocitySharesTM 3x Inverse Brent Crude ETN linked to the S&P GSCI® DOIL Brent Crude Index Excess Return due February 3, 2032 VelocitySharesTM 3x Long Brent Crude ETN linked to the S&P GSCI® UOIL Brent Crude Index Excess Return due February 3, 2032 VelocitySharesTM 2x Inverse Copper ETN linked to the S&P GSCI® SCPR Copper Index Excess Return due February 3, 2032 VelocitySharesTM 2x Long Copper ETN linked to the S&P GSCI® Copper LCPR Index Excess Return due February 3, 2032 VelocitySharesTM 3x Inverse Natural Gas ETN linked to the S&P GSCI® DGAZ Natural Gas Index Excess Return due February 3, 2032 VelocitySharesTM 3x Long Natural Gas ETN linked to the S&P GSCI® UGAZ Natural Gas Index Excess Return due February 3, 2032 VelocitySharesTM 3x Long Crude ETN linked to the S&P GSCI® Crude UWTI Oil Index Excess Return due February 3, 2032 VelocitySharesTM 3x Inverse Crude ETN linked to the S&P GSCI® Crude DWTI Oil Index Excess Return due February 3, 2032 Background Information on the Securities As more fully explained in the Registration Statement No. 333-158199-10 for VelocitySharesTM ETNs due February 3, 2032 (the “Securities”), the ETNs are senior medium-term notes of the Issuer. The ETNs are linked to the performance of the applicable Index during the term of such ETNs. The ETNs are designed to reflect a leveraged long (2x or 3x) or leveraged inverse RB-12-16 February 8, 2012 Page 2 of 5 (minus 2x or minus 3x) exposure, as applicable, on a daily basis, to the S&P GSCI® Brent Crude Index ER, the S&P GSCI® Crude Oil Index ER, the S&P GSCI® Natural Gas Index ER or the S&P GSCI® Copper Index ER (each such index, an “Index” and collectively the “Indices”). Each Index comprises futures contracts on a single commodity and is calculated according to the methodology of the S&P GSCI® Index (the “S&P GSCI”). The fluctuations in the values of the Indices are intended generally to correlate with changes in the prices of such physical commodities in global markets. The S&P GSCI® Brent Crude Index ER, the S&P GSCI® Crude Oil Index ER, the S&P GSCI® Natural Gas Index ER and the S&P GSCI® Copper Index ER are composed entirely of Brent crude oil, WTI crude oil, natural gas and copper futures contracts, respectively. The Indices are determined, composed and calculated by Standard & Poor’s (“S&P” or the “Index Sponsor”). Payment at Maturity For each Security, unless previously redeemed or accelerated, on the Maturity Date investors will receive for each $50 stated principal amount of the investor’s ETNs a cash payment equal to the applicable Closing Indicative Value of such ETNs on the Final Valuation Date (the “Final Indicative Value”), as calculated by the Calculation Agents. If the Final Indicative Value is zero, the Maturity Redemption Amount will be zero. Closing Indicative Value The Closing Indicative Value for each series of ETNs on the Inception Date will equal $50 (the “Initial Indicative Value”). The Closing Indicative Value on each calendar day following the Inception Date for each series of ETNs will equal (1)(a) the Closing Indicative Value for such series of ETNs on the immediately preceding calendar day times (b) the Daily ETN Performance for such series of ETNs on such calendar day minus (2) the Daily Investor Fee for such series of ETNs on such calendar day. The Closing Indicative Value will never be less than zero. If the Intraday Indicative Value for any series of ETNs is equal to or less than zero at any time or the Closing Indicative Value is equal to zero on any Index Business Day for such series of ETNs, the Closing Indicative Value for such series of ETNs on that day, and all future days, will be zero. If any series of ETNs undergoes a split or reverse split, the Closing Indicative Value for such series of ETNs will be adjusted accordingly. VelocityShares Index & Calculation Services, a division of VelocityShares LLC or its affiliate is responsible for computing and disseminating the Closing Indicative Value. The Closing Indicative Value for each series of ETNs will be calculated and published each calendar day. Principal Risks Investment in the Securities will involve significant risks. The Securities are not secured debt and are riskier than ordinary unsecured debt securities. Significant risks include credit risk of Credit Suisse AG; acceleration risk; long holding period risk; commodity risk; index risk; concentration risk; leverage risk; regulatory risk; early redemption risk; and interest rate risk. In addition, as noted in the Prospectus, the Securities may trade at market prices that may differ from RB-12-16 February 8, 2012 Page 3 of 5 their NAV. The NAV of the Securities will fluctuate with changes in the market value of the Indices. The market prices of the Securities will fluctuate in accordance with changes in NAV as well as the supply and demand for the Securities on the Exchange. As stated in the Registration Statement for the ETNs, the ETNs are intended to be daily trading tools for sophisticated investors to manage daily trading risks. They are designed to achieve their stated investment objectives on a daily basis, but their performance over different periods of time can differ significantly from their stated daily objectives. The ETNs are riskier than securities that have intermediate or long-term investment objectives, and may not be suitable for investors who plan to hold them for a period other than one day. Accordingly, the ETNs should be purchased only by knowledgeable investors who understand the potential consequences of investing in the applicable Index and of seeking daily compounding leveraged long or leveraged inverse investment results, as applicable. Investors should actively and frequently monitor their investments in the ETNs, even intra-day. Additional risks are described in the Prospectus for the ETNs. Exchange Rules Applicable to Trading in the Securities The ETNs are considered equity securities, thus rendering trading in the securities subject to the Exchange’s existing rules governing the trading of equity securities. Trading Hours The Securities will trade on NYSE Arca in the Opening, Core and Late Trading Session or from 4:00 a.m. ET until 8:00 p.m. ET in accordance with NYSE Arca Equities Rule 7.34(a). Extended Hours Trading ETP Holders are reminded of NYSE Arca Equities Rule 7.34(e) regarding Customer Disclosure and that trading in the ETNs during the Exchange’s Opening and Late Trading Sessions may result in additional trading risks which include: (1) that the current underlying index value may not be updated during the Opening and Late Sessions, (2) the intraday indicative value may not be updated during the Opening and Late Trading Sessions, (3) lower liquidity in the Opening or Late Trading Sessions may impact pricing, (5) higher volatility in the Opening or Late Trading Sessions may impact pricing, (6) wider spreads may occur in the Opening or Late Trading Sessions, and (7), since the intraday indicative value is not calculated or widely disseminated during the Opening and Late Trading Sessions, an investor who is unable calculate an implied value for the ETNs in those sessions may be at a disadvantage to market professionals. Suitability NYSE Arca Equities Rule 9.2(a) (Diligence as to Accounts) provides that an ETP Holder, before recommending a transaction in any security, must have reasonable grounds to believe that the recommendation is suitable for the customer based on any facts disclosed by the customer as to RB-12-16 February 8, 2012 Page 4 of 5 its other security holdings and as to its financial situation and needs. Further, the rule provides, with a limited exception, that prior to the execution of a transaction recommended to a non-institutional customer, the ETP Holder must make reasonable efforts to obtain information concerning the customer’s financial status, tax status, investment objectives, and any other information that such ETP Holder believes would be useful to make a recommendation. ETP Holders that carry customer accounts are reminded that, in recommending transactions in the ETNs, they must have a reasonable basis to believe that (1) the recommendation is suitable for a customer given reasonable inquiry concerning the customer’s investment objectives, financial situation, needs, and any other information known by such member, and (2) the customer can evaluate the special characteristics, and is able to bear the financial risks, of an investment in the ETNs. ETP Holders must make reasonable efforts to obtain the following information: (1) the customer’s financial status; (2) the customer’s tax status; (3) the customer’s investment objectives; and (4) such other information used or considered to be reasonable by such member or registered representative in making recommendations to the customer. FINRA has implemented increased sales practice and customer margin requirements for FINRA members applicable to leveraged exchange-traded products (which include the ETNs) and options on such products, as described in FINRA Regulatory Notices 09-31 (June 2009), 09-53 (August 2009) and 09-65 (November 2009).