[LETTERHEAD OF UBS GLOBAL AM (US)]
Exhibit 99.(5)(c)
March 31, 2006
UBS Financial Services Inc.
▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Ladies and Gentlemen:
Reference is made to the Dealer Agreement between UBS Global Asset Management
(US) Inc. ("UBS Global AM (US)") (formerly "▇▇▇▇▇▇▇ Advisors, Inc.") and UBS
Financial Services Inc. (formerly "UBS PaineWebber Inc.") dated July 24, 2001
(the "Dealer Agreement") with respect to the offering of shares of UBS PACE
Select Advisors Trust (the "Fund").
The purpose of this letter is to provide you with written notice that, as of
April 3, 2006, the Fund will offer two additional distinct series of shares of
beneficial interest, UBS PACE Alternative Strategies Investments and UBS PACE
High Yield Investments (the "New Series"), for which the Fund's board of
trustees ("Board") has established Class A, Class B, Class C, Class Y and Class
P shares. UBS Global AM (US), principal underwriter for each series of the Fund,
including the New Series, desires to retain UBS Financial Services Inc. as its
agent in connection with the offering and sale of the Shares of the New Series,
pursuant to the terms and conditions set forth in the Dealer Agreement with
respect to the Fund's existing series.
By signing below, you agree that, effective April 3, 2006, the term "Series" in
the Dealer Agreement shall be deemed to include UBS PACE Alternative Strategies
Investments and UBS PACE High Yield Investments, and any future series of the
Fund for which the Fund's Board has established Class A, Class B, Class C, Class
Y and/or Class P shares. Please indicate your acceptance of the foregoing by
executing two copies of this notification, returning one to us and retaining one
for your records.
Very truly yours,
UBS GLOBAL ASSET MANAGEMENT (US) INC.
By: By:
--------------------------- ---------------------------
Name: Name:
Title: Title:
Accepted:
UBS FINANCIAL SERVICES INC.
By: By:
--------------------------- ---------------------------
Name: Name:
Title: Title:
