Exhibit 1.1
UBS MANAGED FUTURES PLATFORM
FORM OF SELLING AGREEMENT
Private Placement of Units of Limited Liability Company Interest
Dated as of October __, 2006
UBS MANAGED FUTURES PLATFORM
SELLING AGREEMENT
TABLE OF CONTENTS
-----------------
Section 1. Representations and Warranties of the Sponsor....................1
Section 2. Offering and Sale of Units.......................................3
Section 3. Covenants of the Sponsor.........................................6
Section 4. Payment of Expenses and Fees.....................................6
Section 5. Conditions of Closing............................................7
Section 6. Indemnification and Exculpation..................................7
Section 7. Status of Parties................................................9
Section 8. Representations, Warranties and Agreements to Survive Delivery...9
Section 9. Termination......................................................9
Section 10. Notices and Authority to Act....................................9
Section 11. Parties.........................................................9
Section 12. GOVERNING LAW...................................................9
Section 13. Requirements of Law............................................10
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UBS MANAGED FUTURES PLATFORM
Private Placement of Units of Limited Liability Company Interest
SELLING AGREEMENT
October __, 2006
UBS Financial Services Inc.
UBS International Inc.
Alternative Investments XX
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Dear Sirs:
Your affiliate, UBS Managed Fund Services Inc., a Delaware
corporation (referred to herein in its individual corporate capacity and as
sponsor as the "Sponsor"), has caused the formation of a "segregated series"
limited liability company pursuant to the Limited Liability Company Act of the
State of Delaware (the "Act") under the name UBS Managed Futures LLC (the
"Platform"). The Platform will issue "segregated series" of limited liability
company interest (each a "Series") each of which will invest substantially all
of its assets in a wholly-owned subsidiary or an existing fund (each a
"Trading Fund"; each Series and the Trading Fund into which it invests is
collectively referred to herein as a "Series") that will be managed by a
professional managed futures advisor (a "Trading Advisor") unaffiliated with
the Sponsor. This agreement represents the understanding that UBS Financial
Services Inc., UBS International Inc. and certain of their affiliates
(collectively, the "Selling Agent") will act as selling agent for each of the
Series listed in Exhibit A hereto.
Capitalized terms used herein, unless otherwise indicated,
shall have the meanings attributed to them in the Confidential Disclosure
Document of the Platform as may be amended or supplemented from time to time
(the "Memorandum").
Section 1. Representations and Warranties of the Sponsor. The
Sponsor represents and warrants to the Selling Agent, as follows:
(a) The Certificate of Formation (the "Certificate of
Formation") pursuant to which the Platform has been formed and the
Limited Liability Company Agreement of the Platform and the Separate
Series Agreement of each Series (collectively, the "LLC Agreement")
each provides for the subscription for and sale of each Series' units
of limited liability company interest ("Units"). All actions required
to be taken by the Sponsor and each Series as a condition to the sale
of the Units to subscribers who qualify as "accredited investors"
within the meaning of the Securities Act of 1933, as amended (the
"1933 Act"), and as limited in the Memorandum, has been, or prior to
each Closing Time, as defined in Section 2 hereof, will have been
taken; and, upon payment of the consideration therefor specified in
all accepted Subscription Agreements, the Units will constitute valid
limited liability company interests in the applicable Series.
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(b) The Platform is a limited liability company duly organized
pursuant to the Certificate of Formation and the Act and validly
existing under the laws of the State of Delaware with full power and
authority to conduct its business and operations, as described in the
Memorandum.
(c) Each Series is a series of limited liability company
interest of the Platform duly organized pursuant to the LLC Agreement
and the Act and validly existing under the laws of the State of
Delaware with full power and authority to conduct its business and
operations, as described in the Memorandum; each Series has received
or will receive a certificate of authority to do business in the
State of New York as provided by the New York Limited Liability
Company Law.
(d) The Sponsor is duly organized and validly existing and in
good standing as a corporation under the laws of the State of
Delaware and in good standing as a foreign corporation under the laws
of the State of Illinois and in each other jurisdiction in which the
nature or conduct of its business requires such qualification and the
failure to so qualify would materially adversely affect each Series'
or the Sponsor's ability to perform its obligations hereunder.
(e) Each Series and the Sponsor have full power and authority
under applicable law to perform their respective obligations under
the LLC Agreement, the Escrow Agreement relating to the offering of
the Units (the "Escrow Agreement") and this Agreement, as described
in the Memorandum.
(f) The Memorandum as of its date of issue and at Closing Time
will not contain an untrue statement of a material fact or omit to
state a material fact necessary to make the statements therein, in
light of the circumstances under which such statements were made, not
misleading. This representation and warranty shall not, however,
apply to any statement or omission in the Memorandum made in reliance
upon and in conformity with information relating to the Trading
Advisors and furnished or approved in writing by the Trading
Advisors, it being acknowledged that each Trading Advisor has
approved the information relating to such Trading Advisor or its
principals as set forth in the Memorandum.
(g) Since the respective dates as of which information is
given in the Memorandum, there has not been any material adverse
change in the condition, financial or otherwise, business or
prospects of the Sponsor or any Series, whether or not arising in the
ordinary course of business.
(h) The LLC Agreement, the Escrow Agreement and this Agreement
have each been duly and validly authorized, executed and delivered by
the Sponsor, each Series and/or the Platform, and each constitutes a
valid, binding and enforceable agreement of the Sponsor, each Series
and/or the Platform, in accordance with its terms.
(i) The execution and delivery of the LLC Agreement, the
Escrow Agreement and this Agreement, the incurrence of the
obligations set forth in such agreements and the consummation of the
transactions contemplated therein and in the Memorandum will not
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constitute a breach of, or default under, any instrument by which
either the Sponsor, any Series or the Platform is bound or any order,
rule or regulation applicable to the Sponsor, any Series or the
Platform of any court or any governmental body or administrative
agency having jurisdiction over the Sponsor, any Series or the
Platform.
(j) There is not pending, or, to the best of the Sponsor's
knowledge threatened, any action, suit or proceeding before or by any
court or other governmental body to which the Sponsor, any Series or
the Platform is a party, or to which any of the assets of the
Sponsor, any Series or the Platform is subject, which is not referred
to in the Memorandum and which might reasonably be expected to result
in any material adverse change in the condition (financial or
otherwise), business or prospects of the Sponsor, any Series or the
Platform. The Sponsor has not received any notice of an investigation
or warning letter from the National Futures Association ("NFA") or
the Commodity Futures Trading Commission ("CFTC") regarding
non-compliance by the Sponsor with the Commodity Exchange Act (the
"Commodity Act") or the regulations thereunder.
(k) The Sponsor has all federal and state governmental,
regulatory and commodity exchange approvals and licenses, and has
effected all filings and registrations with federal and state
governmental agencies required to conduct its business and to act as
described in the Memorandum or required to perform its obligations as
described under the LLC Agreement and this Agreement, and the
performance of such obligations will not contravene or result in a
breach of any provision of its certificate of incorporation, by-laws
or any agreement, order, law or regulation binding upon it. The
principals of the Sponsor identified in the Memorandum each has
passed such licensing requirements as may be required to act in the
manner described in the Memorandum.
(l) The Platform and each Series have obtained all necessary
federal or state governmental, regulatory or commodity exchange
approvals or licenses, if any, and has made all necessary filings or
registrations with federal or state governmental agencies, if any, in
order to conduct its business, to act as contemplated by the
Memorandum and to issue and sell the Units.
Section 2. Offering and Sale of Units.
(a) The Selling Agent is hereby appointed the exclusive
selling agent of each Series listed in Exhibit A hereto (which list
shall be amended from time to time by consent of the Selling Agent
and the Sponsor) for an indefinite period of time (the "Offering
Period") for the purpose of finding acceptable subscribers for the
Units through a private offering of Units. Subject to the performance
by the Sponsor of all its obligations to be performed hereunder, and
to the completeness and accuracy in all material respects of all the
representations and warranties of the Sponsor contained herein, the
Selling Agent hereby accepts such agency and agrees on the terms and
conditions herein set forth to use its best efforts to find
acceptable subscribers for the Units according to the terms of the
Memorandum.
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It is understood that the Selling Agent's agreement to use its
best efforts to find acceptable subscribers for the Units shall not
prevent it from acting as a selling agent or underwriter for the
securities of other issuers which may be offered or sold during the
Offering Period. The agency of the Selling Agent hereunder shall
continue until the Sponsor terminates the Offering Period (the date
on which the Offering Period terminates being hereinafter referred to
as the "Offering Termination Date"), including such additional period
as may be required to effect the closing of the sale of the Units, or
the Selling Agent terminates this Agreement upon 30 calendar days'
notice to the Sponsor.
(b) In the event the offering is commenced and acceptable
subscriptions for at least $10,000,000 (or such other amount as
determined by the Sponsor) of Units for a Series shall not have been
received, or such other conditions as determined by the Sponsor are
not met at such time as determined by the Sponsor, all funds received
from subscribers shall be returned in full, with any interest payable
thereon (irrespective of amount) pursuant to the Escrow Agreement;
and thereupon the Selling Agent's duties as agent and this Agreement
shall terminate with respect to such Series without further
obligation hereunder on the part of the Selling Agent, the Sponsor or
such Series.
(c) The Sponsor shall notify the Selling Agent of the
aggregate number of Units for which the Sponsor has received
acceptable subscriptions, and, if the necessary requirements as
determined by the Sponsor are met, then payment of the purchase price
for the Units may, if the Sponsor so elects, be made at such time
(the "Initial Closing Time") and at such place as set forth in the
Escrow Agreement.
(d) After the Initial Closing Time, the Sponsor shall notify
the Selling Agent of the aggregate value of Units for which the
Sponsor has accepted subscriptions for purchase as of each month-end
(each additional sale of Units hereinafter referred to as an
"Additional Closing Time").
At each of the Initial and any Additional Closing Time, all
interest earned on subscriptions while held in escrow will be
credited to the applicable Series.
(e) The Selling Agent shall be paid an upfront placement fee
of 0%-2% (such percentage to be determined with respect to each
investor by the Selling Agent in consultation with the Sponsor) (the
"Placement Fee") of the subscription price of the Units of any
Series, which shall be paid once by the relevant investor (not by the
Series or by the Sponsor) on such investor's initial subscription to
a Series during any twelve month period as set forth in the
Memorandum. A portion of such Placement Fee will be paid to the
applicable Selling Agent's financial advisors (the "Financial
Advisors"), in the sole discretion of the Selling Agent.
Financial Advisors will receive, in addition to the Placement
Fee, additional compensation in the form of an ongoing sales
commission (the "Sales Commission") equal to 2% per annum of the
month-end Net Asset Value of an investor's investment in a Series and
attributable to Units sold by a Financial Advisor which remain
outstanding (including the month as of the end of which such Unit is
redeemed). Such additional
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compensation shall be paid only on Units sold by Financial Advisors
who agree to provide the additional services described below, and who
are registered with the CFTC, as necessary, and who have satisfied
all applicable proficiency requirements (including those imposed by
the National Association of Securities Dealers, Inc. (the "NASD") as
a condition of receiving "trailing commissions").
The Selling Agent, in consultation with the Sponsor, may
waive or reduce the Sales Commission for certain investors without
entitling any other investors to any such waiver or reduction.
The additional compensation described in the foregoing paragraph
shall only be paid to otherwise eligible Financial Advisors, provided
that the Selling Agent continues to be have all necessary
registrations and is otherwise in compliance with all applicable laws
and regulations, and is contingent upon the provision by a Financial
Advisor (duly registered and qualified as to proficiency with the
CFTC and the NFA as described above) who sold outstanding Units in
his or her capacity as a registered representative of the Selling
Agent of additional services in connection with such Units,
including: (i) inquiring of the Sponsor from time to time, at the
request of an owner of such Units, as to the Net Asset Value of a
Unit of the Series held by such owner; (ii) inquiring of the Sponsor
from time to time, at the request of an owner of such Unit, regarding
the Trading Advisors and the Series; (iii) assisting, at the request
of the Sponsor, in the redemption or exchanges of Units sold by such
Financial Advisor; and (iv) providing such other services to the
owners of such Units as the Sponsor may, from time to time,
reasonably request. No Sales Commissions shall be credited, paid or
accrued on any Units sold by Financial Advisors not currently
eligible to receive such additional compensation. Such additional
compensation shall be accrued and paid on a calendar-month basis.
(f) The Selling Agent will use its best efforts to find eligible
persons to purchase the Units on the terms stated herein and in the
Memorandum. It is understood that the Selling Agent has no commitment
with regard to the sale of the Units other than to use its best
efforts. In connection with the offer and sale of the Units, the
Selling Agent represents that it will comply fully with all
applicable laws, and the rules of the NASD, the SEC, the CFTC, state
securities administrators and any other regulatory body. The Selling
Agent shall not execute any sales of Units from a discretionary
account over which it has control without prior written approval of
the customer in whose name such discretionary account is maintained.
The Selling Agent agrees not to recommend the purchase of
Units to any subscriber unless the Selling Agent shall have
reasonable grounds to believe, on the basis of information obtained
from the subscriber concerning, among other things, the subscriber's
investment objectives, other investments, financial situation and
needs, that the subscriber is or will be in a financial position
appropriate to enable the subscriber to realize to a significant
extent the benefits of the Series; the subscriber has a fair market
net worth sufficient to sustain the risks inherent in participating
in the Series, including loss of investment and lack of liquidity;
and the Units are otherwise a suitable investment for the
subscriber.
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(g) Except as contemplated hereby, none of the Selling Agent,
the Platform, the Series or the Sponsor shall, directly or
indirectly, pay or award any finder's fees, commissions or other
compensation to any person engaged by a potential investor for
investment advice as an inducement to such advisor to advise the
purchase of Units; provided, however, the normal sales commissions
payable to a registered broker-dealer or other properly licensed
person for selling Units shall not be prohibited hereby.
(h) As contemplated by Section 4 hereof, the Sponsor has
advanced the Platform's and each Series' organizational and offering
costs. The Series will reimburse the Sponsor for such costs from the
proceeds of the initial issuance of such Series' Units.
(i) All payments for subscriptions shall be made by debiting
subscriber's customer securities account maintained with the Selling
Agent as described in the Memorandum.
Section 3. Covenants of the Sponsor.
(a) The Sponsor will notify the Selling Agent immediately of
the issuance by the SEC, CFTC or any other federal or state
regulatory body of any order suspending the CFTC registration or NFA
membership of the Sponsor as a commodity pool operator, or any order
or decree enjoining the offering or the use of the then current
Memorandum or of the institution, or notice of the intended
institution, of any action or proceeding for that purpose.
(b) The Sponsor will take all necessary regulatory steps, make
all necessary ongoing regulatory filings and obtain all necessary
regulatory approvals to maintain the ongoing offering of the Units,
unless the Sponsor notifies the Selling Agent of the Offering
Termination Date.
(c) If any event relating to or affecting the Sponsor, the
Platform or any Series shall occur as a result of which it is
necessary, in the reasonable opinion of the Selling Agent, to amend
or supplement the Memorandum in order to make the Memorandum not
materially misleading in light of the circumstances existing at the
time it is delivered to a subscriber, the Sponsor, the Platform and
each Series will forthwith prepare and furnish to the Selling Agent,
at the expense of the Sponsor, a reasonable number of copies of an
amendment or amendments of, or a supplement or supplements to, the
Memorandum which will amend or supplement the Memorandum so that as
amended or supplemented it will not contain an untrue statement of a
material fact or omit to state a material fact necessary in order to
make the statements therein, in light of the circumstances existing
at the time the Memorandum is delivered to a subscriber, not
misleading.
Section 4. Payment of Expenses and Fees. The Sponsor will advance
expenses incidental to the performance of the obligations of the Sponsor, the
Platform and each Series hereunder, including: (i) the printing and delivery
to the Selling Agent in quantities as are necessary in the determination of
the Sponsor of copies of the Memorandum and any supplements or amendments
thereto, and of any supplemental sales materials; and (ii) the services of
counsel and accountants for the Sponsor, the Platform and each Series.
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Section 5. Conditions of Closing. The obligations of each of the
parties hereunder are subject to the accuracy of the representations and
warranties of the other parties hereto, to the performance by such other
parties of their respective obligations hereunder and to the following further
conditions:
(a) At the Initial Closing Time, the Sponsor shall deliver a
certificate to the effect that: (i) the representations and
warranties of the Sponsor contained herein are true and correct with
the same effect as though expressly made at the Initial Closing Time
and in respect of the Memorandum as in effect at the Initial Closing
Time; and (ii) the Sponsor has performed all covenants and agreements
herein contained to be performed on its part at or prior to the
Initial Closing Time.
(b) The parties hereto shall have been furnished with such
additional information, opinions, certificates and documents,
including supporting documents relating to parties described in the
Memorandum and certificates signed by such parties with regard to
information relating to them and included in the Memorandum as they
may reasonably require for the purpose of enabling them to pass upon
the sale of the Units as herein contemplated and related proceedings,
in order to evidence the accuracy or completeness of any of the
representations or warranties or the fulfillment of any of the
conditions herein contained; and all actions taken by the parties
hereto in connection with the sale of the Units as herein
contemplated shall be reasonably satisfactory in form and substance
to the Sponsor and the Selling Agent or to such independent counsel
selected by the Sponsor and the Selling Agent.
(c) At each Additional Closing Time, the parties hereto shall
have been furnished with such information, opinions and certified
documents as the Sponsor and the Selling Agent may deem to be
necessary or appropriate.
If any of the conditions specified in this Section 5 shall
not have been fulfilled when and as required by this Agreement to be
fulfilled, this Agreement and all obligations hereunder may be
cancelled by any party hereto by notifying the other parties hereto
of such cancellation in writing or by telegram at any time at or
prior to the Initial Closing Time, and any such cancellation or
termination shall be without liability of any party to any other
party except as otherwise provided in Section 6.
Section 6. Indemnification and Exculpation.
(a) Indemnification by the Sponsor. Each Series, severally
and not jointly, agrees to indemnify and hold harmless the Selling
Agent and each person, if any, who controls the Selling Agent within
the meaning of Section 15 of the 1933 Act, as follows:
(i) against any and all loss, liability, claim, damage and
expense whatsoever arising out of any untrue statement or
alleged untrue statement of a material fact contained in the
(or any amendment thereto) or any omission or alleged omission
therefrom of a material fact required to be stated therein or
necessary in order to make the statements therein not
misleading or arising out of any untrue statement or alleged
untrue statement of a material fact contained in
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the Memorandum (or any amendment or supplement thereto) or
the omission or alleged omission therefrom of a material fact
necessary in order to make the statements therein, in light of
the circumstances under which they were made, not misleading,
unless such untrue statement or omission or alleged untrue
statement or omission was made in reliance upon and in
conformity with information relating to the Selling Agent or a
Trading Advisor or furnished or approved by the Selling Agent
or a Trading Advisor.
(ii) against any and all loss, liability, claim, damage
and expense whatsoever to the extent of the aggregate amount
paid in settlement of any litigation, or any investigation or
proceeding by any governmental agency or body commenced or
threatened, or of any claim whatsoever based upon any such
untrue statement or omission or any such alleged untrue
statement or omission (any settlement to be subject to
indemnity hereunder only if effected with the written consent
of the Sponsor); and
(iii) against any and all expense whatsoever (including
the fees and disbursements of counsel) reasonably incurred in
investigating, preparing or defending against litigation, or
any investigation or proceeding by any governmental agency or
body, commenced or threatened, or any claim whatsoever based
upon any such untrue statement or omission, or any such alleged
untrue statement or omission, to the extent that any such
expense is not paid under clauses (i) or (ii) above.
In no case shall any Series be liable under this indemnity
agreement with respect to any claim made against any indemnified
party unless such Series shall be notified in writing of the nature
of the claim from which indemnity is sought within a reasonable time
after the assertion thereof, but failure to so notify such Series
shall not relieve such Series from any liability which it may have
otherwise than on account of this indemnity agreement. Each Series
shall be entitled to participate at its own expense in the defense
or, if it so elects within a reasonable time after receipt of such
notice, to assume the defense of that portion of any suit so brought
relating to such Series' indemnification obligations hereunder,
which defense shall be conducted by counsel chosen by it and
satisfactory to the indemnified party or parties, defendant or
defendants therein. In the event that a Series elects to assume the
defense of any such suit and retain such counsel, the indemnified
party or parties, defendant or defendants in the suit, shall bear
the fees and expenses of any additional counsel thereafter retained
by it or them.
In the event that indemnification otherwise due hereunder by
its terms is held to be unenforceable, the Selling Agent and the
affected Series shall contribute to the payment of the related claim
in a manner which reflects the relative fault and ability to have
prevented the suit as well as the relative benefit received from the
offering of the Units - i.e., the net proceeds of any Units in the
case of any Series and the Placement Fee and Sales Commission in the
case of the Selling Agent.
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The Sponsor agrees to notify the Selling Agent within a
reasonable time of the assertion of any claim in connection with the
sale of the Units against it or any of its officers or directors or
any person who controls the Sponsor within the meaning of Section 15
of the 1933 Act.
Section 7. Status of Parties. In selling the Units, the Selling Agent
is acting solely as an agent for the Series and not as a principal. The
Selling Agent will use its best efforts to assist the Series in obtaining
performance by each purchaser whose offer to purchase Units from the Series
has been accepted on behalf of the Series, but the Selling Agent shall not
have any liability to the Series in the event that Subscription Agreements are
improperly completed or any such purchase is not consummated for any reason.
Section 8. Representations, Warranties and Agreements to Survive
Delivery. All representations, warranties and agreements contained in this
Agreement or contained in certificates of any party hereto submitted pursuant
hereto shall remain operative and in full force and effect, regardless of any
investigation made by, or on behalf of, the Selling Agent, the Sponsor, or any
person who controls any of the foregoing and shall survive the Initial and
each Additional Closing Time in the form restated and reaffirmed as of each
such Closing Time.
Section 9. Termination. The Sponsor has the right to terminate this
Agreement with regard to any one or more Series on its own behalf at any time
by giving notice to the Selling Agent.
Section 10. Notices and Authority to Act. All communications
hereunder shall be in writing and, if sent to the Sponsor, shall be mailed,
delivered or telegraphed and confirmed to it at UBS Fund Services Inc., Xxx
Xxxxx Xxxxxx Xxxxx, 00xx Xxxxx, Xxxxxxx, Xxxxxxxx 00000; if sent to any
Series, such notice shall be mailed, delivered or telegraphed and confirmed to
it at [Name of Series], c/o UBS Fund Services Inc., Xxx Xxxxx Xxxxxx Xxxxx,
00xx Xxxxx, Xxxxxxx, Xxxxxxxx 00000; if sent to the Selling Agent, such notice
shall be mailed, delivered or telegraphed and confirmed to it at UBS Financial
Services Inc., Alternative Investments US, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx
Xxxx, Xxx Xxxx, 00000.
Section 11. Parties. This Agreement shall inure to the benefit of and
be binding upon the Selling Agent, each Series, the Sponsor and such parties'
respective successors to the extent provided herein. This Agreement and the
conditions and provisions hereof are intended to be and are for the sole and
exclusive benefit of the parties hereto and their respective successors,
assigns and controlling persons and parties indemnified hereunder, and for the
benefit of no other person, firm or corporation. No purchaser of a Unit shall
be considered to be a successor or assign solely on the basis of such
purchase.
Section 12. GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES CREATED HEREBY SHALL BE GOVERNED BY THE LAWS OF THE
STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES, AND ALL
PARTIES CONSENT TO THE EXCLUSIVE JURISDICTION OF THE FEDERAL OR STATE COURTS
LOCATED IN CHICAGO, ILLINOIS.
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Section 13. Requirements of Law. Whenever in this Agreement it is
stated that a party will take or refrain from taking a particular action, such
party may nevertheless refrain from taking or take such action if advised by
counsel that doing so is required by law or advisable to ensure compliance
with law, and shall not be subject to any liability hereunder for doing so,
although such action shall permit termination of the Agreement by the other
parties hereto.
Section 14. Each Series a Separate Legal Entity. The Series are
legally segregated from each other such that under Delaware law one Series is
not liable for the obligations of any other Series. Each reference to a Series
in this Agreement shall reference such Series separately and in no way shall
be construed so as to implicate that a Series will be liable for any
obligation of any other Series or that the Platform shall be liable for any
such obligations.
If the foregoing is in accordance with each party's understanding
of its agreement, each party is requested to sign and return to the Sponsor a
counterpart hereof, whereupon this instrument along with all counterparts will
become a binding agreement among them in accordance with its terms effective
as of the date first above written.
Very truly yours,
UBS MANAGED FUTURES LLC, on behalf of
each Series currently, or to be, listed
on Exhibit A.
By: UBS MANAGED FUND SERVICES INC.
Sponsor
By:________________________________
Name:
Title:
By:________________________________
Name:
Title:
UBS MANAGED FUND SERVICES INC.
By:________________________________
Name:
Title:
By:________________________________
Name:
Title:
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Confirmed and accepted as of
the date first above written:
UBS FINANCIAL SERVICES INC.
Selling Agent
By: __________________________
Name:
Title:
By: __________________________
Name:
Title:
UBS INTERNATIONAL INC.
Selling Agent
By: __________________________
Name:
Title:
By: __________________________
Name:
Title:
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EXHIBIT A
SCHEDULE OF SERIES
Dated as of October __, 2006
1. UBS Managed Futures LLC (Aspect Series)
Exh.-1
