exv10w39






EXHIBIT 10.39





	 	 	 
	

	 	UBS Financial Services Inc.

1200 Harbor Boulevard

Weehawken, NJ 07086
	 
	 	 
	 

	 	James M. Pierce

Co-Head

Wealth Management Advisor Group US
	 
	 	 
	ADVANCED ENERGY INDUSTRIES INC

ATTN: JESSICA ANDERSON

1625 SHARP POINT DRIVE

FORT COLLINS CO 80525-4423

	 	James D. Price

Co-Head

Wealth Management Advisor Group US


www.ubs.com 

October 8, 2008


Branch Telephone Number

+ 1-816-751-5200

	 
	 	 
	 

	 	Account Number: El 34989





We are pleased to offer you a way to liquidate certain of your auction rate securities (ARS). UBS
has designed a solution that gives you the option to hold your ARS or sell the securities back to
UBS. This solution is available for ARS that were held in a UBS account on February 13, 2008, and
that are not successfully clearing at auction (Eligible ARS).



UBS is offering you “Auction Rate Securities Rights” (Rights) to sell Eligible ARS at par value to
UBS at any time during a two-year time period. These Rights are nontransferable securities
registered with the U.S. Securities and Exchange Commission (SEC). This is a limited time offer
that will expire on November 14, 2008. Accepting this offer may impact your legal rights. Not
accepting this offer may have repercussions on outstanding loans secured by Eligible ARS. As a
result, it is important that you review the prospectus carefully.



The key features and terms of the offer are summarized below. For complete details,
please see the enclosed prospectus.





	•	 	UBS is offering you nontransferable Rights to sell Eligible ARS, held in the UBS account
identified above, at par value to UBS at any time during the period of June 30, 2010, through July 2, 2012.






	 	•	 	You may instruct your UBS Financial Advisor to exercise these Rights at any time during this time period;
	 
	 	•	 	If you do not exercise your Rights, the Eligible ARS will continue to accrue interest or
dividends as determined by the auction process;
	 
	 	•	 	If you do not exercise your Rights before July 2, 2012, they will expire and UBS will
have no further obligation to buy your Eligible ARS.






	•	 	Clients who accept this offer give UBS the discretion to purchase or sell their Eligible
ARS at any time after accepting the firm’s offer and without other prior notice.






	 	•	 	UBS will purchase tax-exempt Auction Preferred Stock (a specific type of ARS also known
as APS) at any time after clients accept the firm’s Rights offer;
	 
	 	•	 	UBS will only exercise its discretion to purchase or sell Eligible ARS for the
purpose of restructurings, dispositions or other solutions that will provide clients with par value for their
Eligible ARS;
	 
	 	•	 	In purchasing Eligible ARS or selling Eligible ARS on behalf of clients, including
tax-exempt APS, UBS will act in its capacity as broker-dealer and will execute these transactions on a principal basis regardless of the type
of client accounts in which the Eligible ARS are held. Please see pages 27-28 in the enclosed prospectus for more information;
	 
	 	•	 	UBS will pay clients par value for their Eligible ARS within one day of settlement of the transaction;
	 
	 	•	 	Eligible ARS are subject to issuer redemptions at any time.




UBS AG has filed a registration statement (including a prospectus) with the SEC for the offering to
which this communication relates. Before you make an investment decision, you should read the
prospectus in that registration statement and other documents that UBS has filed with the SEC for
more complete information about UBS and this offering. You may get these documents for free by
visiting EDGAR on the SEC Web site at www.secgovor by calling UBS’s ARS Client Service Center at +1
-800-253-1974.




			
	 	 	 
	UBS Financial Services Inc. and UBS International Inc. are subsidiaries of UBS AG.
	 	1C-ARS0






 









 





UBS Financial Services Inc.










	•	 	Clients who accept this offer release UBS and its employees/agents from all claims except
claims for consequential damages directly or indirectly relating to its marketing and sale of ARS and expressly agree
not to seek any damages or costs (punitive damages, attorney fees, etc.) other than consequential damages.
Clients also will not serve as a class representative or receive benefits under any class action settlement or
investor fund.
	 
	•	 	UBS will provide clients who accept the offer “no net cost” loans up to the par value of Eligible ARS until June 30, 2010. Please see pages 36-39 in the enclosed prospectus for more information.
	 
	•	 	UBS will reimburse all clients who participated in prior UBS ARS loan programs after February
13, 2008, for the difference between the cost of the loan and the applicable interest paid on the Eligible ARS.




THIS OFFER EXPIRES ON NOVEMBER 14, 2008. Please complete, sign and date the enclosed form and
return it in the postage-paid envelope if you wish to accept this offer. We must receive your
signed acceptance form no later than November 14, 2008.



You may receive multiple letters from us depending on the type of ARS you own or if you have
ARS in multiple accounts. Please note you must return a form for each letter
you receive to accept all available offers relating to your ARS holdings. Please read each
response form carefully as the terms may vary.



A list of your Eligible ARS in the account identified on the first page of this letter is
attached. Additional information about your Eligible ARS, including the most recent interest
rates and dividend yields, is available at www. ubs. com/auctionratesecurities.



If you have any questions about your Eligible ARS or this offer, please contact your UBS Financial
Advisor or Branch Manager at the telephone number listed at the top of this letter. Please note
that UBS Financial Advisors and Branch Managers cannot provide legal or tax advice regarding this
offer. Instructions to exercise your Rights should be directed to your UBS Financial Advisor or
Branch Manager.



We regret any hardship that the failure of the ARS markets may have caused you. We hope that
the offer described above and discussed in detail in the prospectus provides resolution for
you regarding this matter. We look forward to continuing our relationship with you and to
serving your future investment needs.



Thank you for your business and for maintaining your relationship
with UBS.




Sincerely,




	 	 	 	 	 	 	 
	/s/ James M. Pierce

	 	 
	 	/s/ James D. Price
	 	 
	 

	 	 	 	 	 	 
	James M. Pierce

	 	 	 	James D. Price	 	 





UBS Financial Services Inc. serves as the clearing firm for UBS International Inc.
Accordingly, the information and terms contained in this letter and the accompanying
materials are directed to clients of both UBS Financial Services Inc and UBS International
Inc.




			
	 	 	 
	UBS Financial Services Inc. and UBS International Inc. are subsidiaries of UBS AG.
	 	1C-ARS0







 











 







			
	 	 	 
	
	 	UBS Financial Services Inc.






Please complete and sign this form.




We must
receive it by November 14, 2008.




Acceptance of UBS’s offer relating to auction rate securities



By signing below and returning this form, I accept UBS’s offer of Rights relating to my Eligible
ARS in the account listed below. I understand and acknowledge the following:





	•	 	All Eligible ARS must remain in my UBS account listed below until I exercise my Rights to
sell my Eligible ARS to UBS or they are redeemed by the issuer or purchased or sold on my behalf by UBS;
	 
	•	 	I will instruct my UBS Financial Advisor or Branch Manager if and when I want to exercise my Rights and sell my Eligible
ARS to UBS during the period of June 30, 2010, through July 2, 2012;
	 
	•	 	The acceptance of UBS’s offer constitutes consent (to the extent legally required) for UBS,
acting as principal, to purchase my Eligible ARS or to sell them on my behalf at any time in its sole discretion and without other
prior notice to me, from the date that I accept this offer through July 2, 2012;
	 
	•	 	If UBS purchases, sells or otherwise disposes of my Eligible ARS, it will deposit the par
value in my account within one business day of settlement of the transaction;
	 
	•	 	I release UBS and its employees/agents from all claims except claims for consequential
damages directly or indirectly relating to its marketing and sale of ARS and expressly agree that I will not seek any damages or costs
(punitive damages, attorney fees, etc.) other than consequential damages. I also will not serve as a class representative or
receive benefits under any class action settlement or investor fund;
	 
	•	 	If the account named below is in the name of a corporation, partnership, trust or other
entity, I represent and warrant that I have the power and authority to accept this offer on behalf of that entity.





	 	 	 
	

ADVANCED ENERGY INDUSTRIES INC 

ATTN: JESSICA ANDERSON 

1625 SHARP POINT DRIVE 

FORT COLLINS CO 80525-4423

	 	Please complete and sign this form.

We must receive it by November 14, 2008.


Mail   UBS Financial Services Inc.
 ATTN: ARS Group

1000 Harbor Boulevard

Weehawken, NJ 07086

	 
	 	 
	Account Number: EI 34989

	 	Fax     +1-201-442-7766







	 	 	 	 	 	 	 
	Account owner signature

	 	/s/ Lawrence D. Firestone
 

	 	 	Date 	10/23/08
 

	 
	 	 	 	 	 	 
	Additional party signature

	 	/s/ Hans Georg Betz

 

	 	 	Date 	10/23/08
 

	 
	 	 	 	 	 	 
	Daytime telephone number

	 	 
	 	 	 	 





If you have questions, please contact your UBS Financial Advisor or Branch Manager
at +1-816-751-5200.

Clients outside the U.S. may call +1-201-352-0105 collect.



We kindly request that you do not include comments or questions on this form as it could delay
processing of your instructions.



UBS AG has filed a registration statement (including a prospectus) with the SEC for the offering to
which this communication relates. Before you make an investment decision, you should read the
prospectus in that registration statement and other documents that UBS has filed with the SEC for
more complete information about UBS and this offering. You may get these documents for free by
visiting EDGAR on the SEC Web site at www.sec.gov or by calling UBS’s ARS Client Service Center at
+1-800-253-1974.



UBS Financial Services Inc. serves as the clearing firm for UBS International Inc. Accordingly, the
information and terms contained in this letter and the accompanying materials are directed to
clients of both UBS Financial Services Inc and UBS International Inc.




			
	 	 	 
	© 2008 UBS Financial Services Inc. All rights reserved. Member SIPC.
	 	1C-ARS0











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