Offer by UBS AG Relating to Auction Rate Securities



 Exhibit 10.39 
  

					
	

	  	 	  	UBS Financial Services Inc.
	  		  	1200 Harbor Boulevard
	  		  	Weehawken, NJ 07086
			
		  		  	James M. Pierce
		  		  	Co-Head
		  		  	Wealth Management Advisor Group US
			
		  		  	James D. Price
		  		  	Co-Head
	RADISYS CORPORATION	  		  	Wealth Management Advisor Group US
	ATTN: BARB DOOLIN	  		  	
	5445 N.E. DAWSON CREEK DRIVE	  		  	www.ubs.com
	HILLSBORO OR 97124-5797	  		  	
			
		  		  	October 8, 2008
			
		  		  	Branch Telephone Number
		  		  	+1-206-628-8511
			
		  		  	Account Number: WI 10802

 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.sec.gov or 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,	  	 
		
	 


	  	 



	James M. Pierce	  	James D. Price

 UBS Financial Servicer 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









 Current rate and dividend information 
 To allow you to view the current interest rates and/or dividends your holdings are earning, we have created an online tool available at www.ubs.com/auctionratesecurities. 
 Simply enter the nine-digit CUSlP number(s) shown below to obtain the most current information about your securities. 
 Percentages displayed in the descriptions below are as of September 30, 2008. 
  

											
	 CUSIP
	  	 Description
	  	 CUSIP
	  	 Description
	  	 CUSIP
	  	 Description

	00432CAR2	  	ACCESS GROUP INC NTS BE/R/ RATE 03.485% MATURES 09/01/37	  	194262CZ2	  	COLLEGE LN CORP TR 1 02 TXBL ABS ARCS SR BE/R/ VARIABLE RATE RATE 05.426% MATURES 11/01/47	  	207784AH2	  	CONNECTICUT STUDENT LN F NDTN RV SER A-2 REV /R/ VARIABLE RATE RATE 03.989% MATURES 06/01/34
						
	452281HU5	  	ILLINOIS STU ASSlST VIII 5 28DY ARC RV TXBL BE/R/ VARIABLE RATE RATE 04.248% MATURES 03/01/45	  	452281HV3	  	ILLINOIS STU ASSIST VIII 6 28DY ARC RV TXBL BE/R/ VARIABLE RATE RATE 04.201% MATURES 03/01/45	  	454905AZ3	  	INDIANA SECOND MKT EDL SER 2004- REV STUDE /R/ VARIABLE RATE RATE 05.126% MATURES 09/01/44
						
	455900BJ8	  	INDIANA SECNDRY MRKT EDU SER 1 REV TAXABLE B/E/R/ VARATE PUTBND RATE 02.486% MATURES 12/01/47	  	49130NAB5	  	KENTUCKY HIGHER ED STUD LN INS RV ARCS SER A2/R/ VARIABLE RATE RATE 03.323% MATURES 5/01/28	  	49130NBE8	  	KENTUCKY HGHR ED STUD LN SER A-4 REV TXBL BE/R/ VARIABLE RATE RATE 03.920% MATURES 06/01/35
						
	49130NBP3	  	KENTUCKY HIGHER ED S/L SER A-5 RV TXBL B/E /R/ VARIABLE RATE RATE 03.970% MATURES 06/01/36	  	606072GF7	  	MISSOURI HGR EDUC LN SER C REV TAXABLE B/E/R/ VARIABLE RATE RATE 02.525% MATURES 06/01/31	  	644616AQ7	  	NEW HAMPSHIRE HGHR ED LN CRP ARCS AlRV TXBL BE/R/ VARIABLE RATE RATE 00.000% MATURES 12/01/36
						
	66704JAF5	  	NORTHSTAR GTEE INC DIVISION B TXBLE /R/ VARIABLE RATE RATE 03.156% MATURES 04/01/42	  	709163BX6	  	PA ST H/E ASST AGY REV. SER F-1 RV TAXABLE BE/R/ VARIABLE RATE RATE 04.220% MATURES 10/01/40	  	709163CE7	  	PA ST H/E ASST AGY SR SR J-4 REV TAXABLE B/E /R/ VARATE PUTBND RATE 03.523% MATURES 12/01/40
						
	917546GH0	  	UTAH ST BRD OF REGT S/L 28D TXBL 2006 DD-1 /R/ VARIABLE RATE RATE 03.911% MATURES 05/01/46	  	917546GJ6	  	UTAH ST BRD OF REGT S/L 28D TXBL 2006 DD-2 /R/ VARIABLE RATE RATE 03.781% MATURES 05/01/46	  		  	









					
	 


	  	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. 


  

							
		 		  	  
 Please complete and sign this form.
 We must receive it by November 14, 2008.

	RADISYS CORPORATION	 		  		  	
	ATTN: BARB DOOLIN	 		  		  	
	5445 N.E. DAWSON CREEK DRIVE	 		  	Mail	  	UBS Financial Services Inc.
	HILLSBORO OR 97124-5797	 		  		  	ATTN: ARS Group
		 		  		  	1000 Harbor Boulevard
		 		  		  	Weehawken, NJ 07086
		 		  		  	
	Account Number: WI 10802	 		  		  	
		 		  	 Fax
  
	  	+1-201-442-7766


  

											
	

	 	Account owner signature	 	 


	 		 	Date	 	 10-21-08

	 	  
 Additional party signature
	 	  
	 		 	Date	 	  

	 	  
 Daytime telephone number
	 	   503-615-1281
	 		 		 	


 If you have questions, please contact your UBS Financial Advisor or Branch Manager at
+1-206-628-8511. 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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