Exhibit 4.2
ASPECT SERIES
SEPARATE SERIES AGREEMENT
THIS SEPARATE SERIES AGREEMENT, dated as of October 26, 2006 (this
"Series Agreement"), is entered into by and between the undersigned.
Capitalized terms used herein and not otherwise defined are used as defined in
the Limited Liability Company Agreement of UBS Managed Futures LLC dated as of
October 26, 2006 (as amended from time to time, the "Master Agreement").
RECITALS
WHEREAS, UBS Managed Futures LLC (the "Platform") was heretofore
formed as a Delaware limited liability company pursuant to and is governed by
the Delaware Limited Liability Company Act, 6 Del. C. ss. 18-101, et seq., as
amended from time to time (the "Act") and the Master Agreement;
WHEREAS, the Platform hereby desires to establish and designate a
new Series (the "New Series"); and
WHEREAS, it is intended by the parties hereto that the debts,
liabilities, obligations and expenses incurred, contracted for or otherwise
existing with respect to the New Series be enforceable only against the assets
of the New Series, and not against the assets of the Platform generally or any
other Series, and none of the debts, liabilities, obligations and expenses
incurred, contracted for or otherwise existing with respect to the Platform
generally shall be enforceable against the assets of the New Series.
NOW THEREFORE, in consideration of the mutual promises and
obligations contained herein, the parties hereto, intending to be legally
bound, hereby agree as follows:
I. CREATION OF SERIES.
1. New Series.
In accordance with the Master Agreement, the Platform hereby
establishes effective as of September 15, 2006 and designates the New Series,
which shall be a "Series" for purposes of the Master Agreement. For all
purposes of the Act, this Series Agreement, together with each other Separate
Series Agreement and the Master Agreement constitute the "limited liability
company agreement" of the Platform within the meaning of the Act. The terms
and provisions of this Series Agreement may have the effect of altering,
supplementing or amending the terms and provisions of the Master Agreement
with respect to the New Series.
2. Name of New Series.
The name of the New Series created by this Series Agreement shall be
UBS Managed Futures LLC (Aspect Series).
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3. Trading Fund.
The New Series will invest substantially all of its capital in UBS
Managed Futures (Aspect) LLC (the "Trading Fund"). Notwithstanding anything in
the Master Agreement to the contrary, but subject to Section 2.1 of the Master
Agreement, the Sponsor, on behalf of the Platform on behalf of the New Series,
is hereby authorized and instructed to execute and deliver the Subscription
Agreement for the Platform and any and all other documents, agreements or
certificates contemplated by, or related to, the New Series' investments in
the Trading Fund.
4. For federal income tax purposes, the New Series intends that it
will be treated as a separate business entity and shall be treated as a
separate partnership. The Sponsor shall make entity classification elections
as under the applicable Treasury Regulations, as necessary, for the New Series
to be treated as a separate partnership.
II. MISCELLANEOUS PROVISIONS.
1. Incorporation by Reference.
"Article VIII -- Miscellaneous" of the Master Agreement is hereby
incorporated by reference into this Series Agreement, and shall apply to this
Series Agreement, mutatis mutandis, as if set forth in full herein.
2. Execution of Additional Instruments.
Each party hereto hereby agrees to execute such other and further
statements of interests and holdings, designations and other instruments
necessary to comply with applicable Law, as determined by the Sponsor in its
discretion.
3. Counterparts.
This Series Agreement may be executed in counterparts with the same
effect as if the parties had all executed the same copy. Facsimiles, digital
image files or any other electronic format of executed documents shall, for
all purposes of this Series Agreement, have the same force and effect as
executed originals.
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IN WITNESS WHEREOF, the parties hereto have executed this Separate
Series Agreement as of the date first above written.
SPONSOR
UBS MANAGED FUND SERVICES INC.
By: /s/ Xxxxx X. XxXxxxxx
--------------------------------------------
Name: Xxxxx XxXxxxxx
Title: President and Chief Executive
Officer
By: /s/ Xxxxx X. Xxxx
--------------------------------------------
Name: Xxxxx X. Xxxx
Title: Counsel
THE MEMBERS
By: UBS Managed Fund Services Inc.
Attorney-in-fact
By: /s/ Xxxxx X. XxXxxxxx
--------------------------------------------
Name: Xxxxx XxXxxxxx
Title: President and Chief Executive
Officer
By: /s/ Xxxxx X. Xxxx
--------------------------------------------
Name: Xxxxx X. Xxxx
Title: Counsel
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