UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                    FORM 10

                  GENERAL FORM FOR REGISTRATION OF SECURITIES
  Pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934

                    UBS MANAGED FUTURES LLC (ASPECT SERIES)
            (Exact name of registrant as specified in its charter)

                  DELAWARE                             In Process
      -------------------------------              -------------------
      (State or other jurisdiction of                (I.R.S. Employer
       incorporation or organization)              Identification No.)





                      c/o UBS MANAGED FUND SERVICES INC.
                            One North Wacker Drive
                                  31st Floor
                            Chicago, Illinois 60606
              (Address of principal executive offices) (zip code)

                                (877) 272-2613
             (Registrant's telephone number, including area code)

                          --------------------------

                                  Copies to:

                               David R. Sawyier
                               Sidley Austin LLP
                                Bank One Plaza
                             10 S. Dearborn Street
                            Chicago, Illinois 60603

Securities to be registered pursuant to Section 12(b) of the Act: NONE

Securities to be registered pursuant to Section 12(g) of the Act:
Units of Limited Liability Company Interest
- -------------------------------------------
    (Title of Class)








                                                  Table of Contents

                                                                                                               
Item 1:  Business.................................................................................................1

Item1A:  Risk Factors.............................................................................................21

Item 2:  Financial Information....................................................................................31

Item 3:  Properties...............................................................................................31

Item 4:  Security Ownership of Certain Beneficial Owners and Management...........................................31

Item 5:  Directors and Executive Officers.........................................................................31

Item 6:  Executive Compensation...................................................................................35

Item 7:  Certain Relationships and Related Transactions...........................................................35

Item 8:  Legal Proceedings........................................................................................36

Item 9:  Market Price of and Dividends on the Registrant's Common Equity and Related Stockholder Matters..........37

Item 10:  Recent Sales of Unregistered Securities.................................................................37

Item 11:  Description of Registrant's Securities to be Registered.................................................37

Item 12:  Indemnification of Directors and Executive Officers.....................................................40

Item 13:  Financial Statements and Supplementary Data.............................................................40

Item 14:  Changes in and Disagreements with Accountants on Accounting and Financial Disclosure....................41

Item 15:  Financial Statements and Exhibits.......................................................................41







Item 1: BUSINESS

UBS MANAGED FUTURES LLC (ASPECT SERIES)

ORGANIZATIONAL CHART

The organizational chart below illustrates the relationships among the various
service providers of this offering. UBS Managed Fund Services Inc. is the
sponsor (the "Sponsor") of UBS Managed Futures LLC (the "Platform") of which
UBS Managed Futures LLC (Aspect Series) (the "Aspect Series") is a "segregated
series." The Aspect Series' commodity trading advisor ("CTA") is not
affiliated with the Sponsor or the Platform.





                                                                                   

                                                                                                       ---------------
                                                                                                           Non-U.S.
                                                                                                          Investors
                                                                                                       ---------------
                                                                                                              |
                                                                                                              |
                                                                                                              |
                                                                                                              V
                                                                                                  ---------------------------
                                                                   ---------------
                                                                         U.S.                      UBS Managed Futures SPC
                                                                      Investors
                                                                   ---------------              / ---------------------------
                                                                          |                    /
                                                                          |                   /
                                                                          |                  /
                                                                          V                 V
                                               ---------------------------------------------------

                                                               UBS Managed Futures LLC

                                             / --------------------------------------------------- \
                        Aspect Series      /  Series B /          Series C|         Series D\ Series E\
                                         /            /                   |                  \           \
                                       /             /                    |                   \            \
                                     /              /                     |                    \             \
                                    \/             V                      V                     V            \/
                      -----------------     -----------------     -----------------     -----------------     -----------------
CTA's trade on             Aspect                 CTA B                 CTA C                 CTA D                 CTA E
behalf of Trading          Capital
Funds                      Limited
                      -----------------     -----------------     -----------------     -----------------     -----------------
                              |                     |                     |                     |                     |
                              |                     |                     |                     |                     |
                              |                     |                     |                     |                     |
                              V                     V                     V                     V                     V
                      -----------------     -----------------     -----------------     -----------------     -----------------
                         UBS Managed         Trading Fund B        Trading Fund C        Trading Fund D        Trading Fund E
                       Futures (Aspect)
                             LLC
                      -----------------     -----------------     -----------------     -----------------     -----------------
                                     \                   \                |                  /                    /
                                       \                  \               |                 /                   /
                                         \                 \              |                /                  /
                                           \                \             |               /                 /
                                             \               \            |              /                /
                                               \              \           |             /               /
                                                 \             \          |            /              /
                                                   \            \         |           /             /
                                                     \           V        V          V            /
                                                       \  -----------------------------------   /
                    Each Trading Fund will               \                                    /
                    have a managed account               \/       UBS Securities LLC         \/
                    at UBS Securities LLC
                                                          -----------------------------------




                        ------------------------------

The Aspect Series is the only Series (as defined below) currently being
offered by the Platform. Although it is intended that other Series will be
offered, there can be no assurance that this will occur.

Other than the trading advisors, all of the entities indicated in the
organizational chart are UBS affiliates. See "Conflicts of Interest" beginning
at page 18 and "Certain Relationships and Related Transactions" beginning at
page 35.

For convenience, UBS Managed Fund Services Inc. and entities affiliated with
it are sometimes collectively referred to as "UBS."





(a) General development of business

The Platform is a Delaware limited liability company, formed on July 25, 2006
that utilizes professional trading advisors to engage in the trading of
commodity futures contracts, other commodity interests, options, and forward
contracts. The Aspect Series will commence trading on November 1, 2006 (or
such later date as the Units for the Aspect Series are hereby registered with
the Securities and Exchange Commission ("SEC") or as determined by the
Sponsor).

The Platform has been formed as a "series limited liability company" issuing
different series (each a "Series") of units of limited liability company
interest ("Units"). The Series are legally segregated from each other such
that one Series should not be liable for the obligations of any other Series.

Each Series will invest substantially all of its capital in a wholly-owned
subsidiary or an existing fund (each a "Trading Fund") managed by a
professional managed futures advisor (a "Trading Advisor"). Each Series and
its Trading Fund are collectively referred to as a "Series."

The Platform is being sponsored by the Sponsor and has been formed with the
objective of providing a platform on which sophisticated investors may
customize their own managed futures portfolios by allocating capital among the
different Series. Investors who invest in the Platform ("Members") may obtain
exposure to the different Trading Advisors.

The Aspect Series is the initial Series which has been placed on the Platform.
The Sponsor's intention is to make a number of additional Series available
over time. However, the Sponsor cannot predict how many Series will ultimately
be made available, or when such additional Series will become available.

UBS Managed Futures (Aspect) LLC ("Aspect LLC") is the Trading Fund for the
Aspect Series, for which Aspect Capital Limited ("Aspect") serves as trading
advisor. The terms "Trading Fund," "Trading Advisor," "Series," "Units," and
"Members" as used herein shall reference Aspect LLC, Aspect, the Aspect
Series, the Units of the Aspect Series and investors in such Units,
respectively, unless the context requires otherwise. The Aspect Series and
Aspect LLC are collectively referred to as the "Series," unless the context
requires otherwise.

Under the Platform's Limited Liability Company Operating Agreement and the
Series' Separate Series Agreement (collectively, the "Operating Agreement"),
the Series has delegated the exclusive management of all aspects of the
business and administration of the Series to the Sponsor, a Delaware
corporation. The Sponsor may also delegate certain administrative services to
an affiliate or third-party administrator. The Sponsor currently has engaged
DPM Mellon, LLC, 400 Atrium Drive, Somerset, New Jersey, USA, 08873 (the
"Administrator") to provide certain administrative services to the Series as
delegated by the Sponsor.

Although Members have no right to participate in the control or management of
the Series, they are entitled to: (i) vote on or approve certain changes to
the Operating Agreement; (ii) remove the Sponsor; (iii) receive annual audited
financial statements and monthly information as the Commodity Futures Trading
Commission ("CFTC") requires and timely tax information; (iv) inspect the
Series books and records; and (v) redeem Units.


                                      2



The Sponsor may make certain amendments to the Operating Agreement without the
need of obtaining Members' consent including, but not limited to, in any
manner that does not materially adversely affect the rights of the Members as
a whole. These amendments can also be for clarification of inaccuracies or
ambiguities, to avoid certain events as set forth in the Operating Agreement
or to include any other changes the Sponsor deems advisable in order to comply
with the law or the Operating Agreement.

The Platform anticipates that Series should be treated as a separate
partnership for U.S. federal income tax purposes.

As of October 31, 2006, the Series had not commenced operations.

(b)  Financial Information about segments

The Series' business constitutes only one segment for financial reporting
purposes, i.e. a speculative "commodity pool." The Series does not engage in
sales of goods or services.

(c)  Narrative description of business

General

The Trading Advisor will manage the assets of the Series pursuant to its
Aspect Diversified Program (the "Program"). The Program is a broadly
diversified global trading system that deploys multiple trading strategies
that seek to identify and exploit directional moves in market behavior of a
broad range of global financial instruments including (but not limited to)
futures contracts in bonds, currencies, interest rates, equities, equity
indices, debt securities, selected physical commodities and derivatives. By
maintaining comparatively small exposure to any individual market, the aim is
to achieve real diversification.

The core objectives of the Program are to:

(i) produce strong medium-term capital appreciation;

(ii) seek and exploit profit opportunities in both rising and falling markets
using a disciplined quantitative and systematic investment process;

(iii) ensure real diversification away from overall movements in traditional
bond and stock markets and thereby play a valuable role in enhancing the
risk/return profile of traditional investment portfolios; and

(iv) minimize risk by operating in a diverse range of markets and sectors
using a consistent investment process that adheres to pre-defined and
monitored risk limits and determines market exposure in accordance with
factors including (but not limited to) market correlation, volatility,
liquidity and the cost of market access.

The investment approach that underpins the Program is proprietary. The Trading
Advisor's investment philosophy has remained consistent and involves a
scientific approach to investment driven by the Trading Advisor's belief that
market behavior is not random but rather contains


                                      3



statistically measurable and predictable price movements and anomalies which,
through sophisticated quantitative research and a disciplined approach, can be
successfully identified and exploited for profit.

The Program employs a fully automated system to collect, process and analyze
market data (including current and historical price data) and identify and
exploit directional moves (or "trends") in market behavior, trading across a
variety of frequencies to exploit trends over a range of timescales. Positions
are taken according to the aggregate signal and are adjusted to control risk.

The Program is a broadly diversified global trading system that deploys
multiple trading strategies that seek to identify and exploit directional
moves in market behavior of a broad range of global financial instruments
including (but not limited to) bonds, currencies, interest rates, equities,
equity indices, debt securities and selected physical commodities and
derivatives. By maintaining comparatively small exposure to any individual
market, the aim is to achieve real diversification. The Program seeks to
maintain positions in a variety of markets. Market concentration varies
according to the strength of signals, volatility and liquidity, amongst other
factors.

Allocation Methodology

Allocations to the strategy, markets and asset classes traded by the Program
are reviewed on a regular basis using a robust and stable quantitative
methodology which takes into account a range of factors that may include
liquidity, risk and expected returns. The Program does not have any inherent
preference for, or bias towards, any market, asset class or instrument but
rather aims to maximize returns within liquidity constraints.

Risk Management

A fundamental principle of the Trading Advisor's investment approach is the
importance of a robust risk management framework. The Trading Advisor employs
a value-at-risk methodology and other risk management procedures to monitor
the risk of the Program within pre-defined guidelines. Additionally, the
Trading Advisor has developed mechanisms to control risk at both an individual
market and portfolio level. In order to monitor and respond to changes in the
trading conditions in a market at all times, the Trading Advisor believes a
high level of transparency is required. This transparency is achieved by
generally investing in liquid instruments with real time pricing, although
this may not be possible in all markets or all instruments.

Market Access and Trading Costs

The Trading Advisor appreciates the importance of executing trades in a cost
efficient manner and the significance of market impact and trading costs on
the Series' performance. The Trading Advisor takes into account the liquidity
of the markets in which it executes trades so as to endeavor to provide
optimal market execution results (including executing electronically wherever
beneficial).


                                      4



Research Commitment and Program Development

The Trading Advisor's commitment to developing market-leading research means
that it invests heavily in its research capability and that it is continually
developing the Program and searching for new markets, instruments, asset
classes and strategies to incorporate in it with the aim of improving
risk/return characteristics, diversification and capacity. Members are advised
that the Trading Advisor retains the right to develop and make changes to the
Program at its sole discretion. The Program is proprietary and highly
confidential to the Trading Advisor. Accordingly, the description of the
Program as contained herein is general only and is not intended to be
exhaustive or absolute.

Trading Over-the-Counter with Brokers

The Series will normally buy or sell over-the-counter derivatives with a
broker who enters into transactions for its own account (in other words on a
principal-to-principal basis with the Series), rather than as agent. This
practice will not apply to a derivatives transaction with any broker acting as
principal which advances full and appropriate collateral to the Series in
respect of the derivatives transaction in line with normal market practice for
collateralized transactions of that type.

There is no assurance that the Series' investment program will achieve its
objective, and the Series' actual investment results may vary substantially
from its investment objective.

The Series accesses the Program through the Trading Fund.

The Sponsor

UBS Managed Fund Services Inc., a Delaware corporation, is a wholly-owned,
indirect subsidiary of UBS AG and is a part of the UBS group of
companies. The Sponsor will act as the sponsor and the commodity pool operator
of the Platform and the Series. The principal business office of the Sponsor
and the Series, and the location where the Sponsor's books and records, as
well as the Series' books and records, will be kept, is One North Wacker
Drive, 31st Floor, Chicago, Illinois 60606. The Sponsor's telephone number is
(877) 272-2613.

The Sponsor has been registered with the CFTC as a commodity pool operator
("CPO") and CTA under the Commodity Exchange Act, as amended ("CEA"), and has
been a member of the National Futures Association ("NFA") since July 2003. The
Sponsor has not managed assets, whether through funds or otherwise,
previously.(1)

The principals of the Sponsor do not intend to invest in the Units, although
they may do so in the future. The Sponsor will invest $10,000 in the Series in
order to qualify as the "tax matters partner" of the Series.


- ----------------------
(1) The Sponsor has, however, operated a single exempt pool managed by an
unaffiliated third party. The performance of the pool is not disclosed in the
Platform's Confidential Disclosure Document pursuant to CFTC Rule 4.7(b)(ii)
as such performance (having been directed by an unaffiliated third party) is
not material to the Platform.


                                      5



The Sponsor will not itself select the combination of Series of the Platform
in which the various Members will invest. The Sponsor will be available to
consult with the Members concerning the structural features (e.g., advisory
fees, brokerage commissions, redemption provisions, etc.) of, as well as
concerning the nature and the expected characteristics (e.g., systematic,
discretionary, technical or fundamental) of the strategies used by, the
different Series of the Platform. However, in all cases, the Members
themselves must decide to which Series of the Platform they wish to allocate
their capital.

In discussing with each Member the distinguishing features of each of the
Series of the Platform, the Sponsor will rely entirely on information
furnished to it by such Series' Trading Advisors (and which the Sponsor has no
ability to verify independently).

The Administrator

The Administrator provides certain administrative services to the Series as
delegated by the Sponsor. The Administrator, together with its affiliates,
offers a portfolio of integrated fund administration services that includes:
investment accounting, financial reporting, multiple broker and trader
reconciliation; systems generated net asset value calculations, risk
transparency and other fund administrative services.

The Series will enter into an administrative services agreement with the
Administrator. The Administrator will be paid the Administrative Fee (as
defined below) for its services. It should be noted that in providing its
services, the Administrator does not act as a guarantor of the Units herein
described.

The Trading Advisor

The Series will have a single Trading Advisor.

The Trading Advisor was established in 1997 by Martin Lueck, Anthony Todd,
Eugene Lambert and Michael Adam, all of whom were involved in the development
of Adam, Harding and Lueck Limited ("AHL," now called ED&F Man Investment
Products Limited), one of the world's largest CTAs in terms of assets under
management. The Trading Advisor is a limited liability company registered in
England and Wales (registration number 3491169), which is regulated in the
United Kingdom by the Financial Services Authority. Since October 1999, the
Trading Advisor has been a member of the NFA, registration number 0296934, and
has been registered with the CFTC as a CTA and CPO. The Trading Advisor has
also been registered with the NFA as a principal of its CTA subsidiary Aspect
Capital Inc. (registration number 0346983) since August 2004. The Trading
Advisor has also been registered with the SEC as an investment adviser since
October 2003. The main business address of the Trading Advisor is Nations
House, 103 Wigmore Street, London, W1U 1QS, England. The Trading Advisor's
telephone number in London is +44 20 7170 9700.

The Sponsor has appointed the Trading Advisor to have discretionary authority
and responsibility for independently directing the Trading Fund's trading
pursuant to the Program, as the same may be modified from time to time by
mutual agreement between the Sponsor and the Trading Advisor. The Trading
Advisor may, on behalf of the Series, execute transactions in various futures
instruments on either a principal or an agency basis, with or through
affiliates of


                                      6



the Sponsor or third parties. This limited authority granted the
Trading Advisor is a continuing power and shall continue in effect with
respect to the Trading Advisor until terminated pursuant to the advisory
agreement among the Trading Advisor, the Sponsor and the Trading Fund.

The management and operation of the Trading Fund and the determination of its
policies is vested exclusively in the Sponsor. The Sponsor shall have the
authority and power on behalf and in the name of the Trading Fund to carry out
any and all of the objectives and purposes of the Trading Fund set forth in
the Trading Fund's Limited Liability Company Operating Agreement, and to
perform all acts and enter into and perform all contracts and other
undertakings which the Sponsor may deem necessary or advisable in connection
with such objectives and purposes or incidental thereto; provided that, the
Trading Advisor shall at all times have discretionary authority and
responsibility for independently directing the Trading Fund's trading. All
actions and determinations to be made by the Sponsor hereunder shall, unless
otherwise expressly provided, be made in the Sponsor's sole and absolute
discretion.

The advisory agreement among the Trading Advisor, the Sponsor and the Trading
Fund will be effective for three years after trading commences and will be
renewed automatically for additional one-year terms unless terminated. The
agreement may be terminated at any time at the election of the Sponsor in its
sole discretion upon at least one day's prior written notice to the Trading
Advisor. The Trading Advisor has the right to terminate the agreement at any
time upon sixty days' written notice to the Trading Fund and the Sponsor,
appropriate under the circumstances, in the event (i) of the receipt by the
Trading Advisor of an opinion of independent counsel satisfactory to the
Trading Advisor and the Trading Fund that by reason of the Trading Advisor's
activities with respect to the Trading Fund, it is required to register as an
investment adviser under the Investment Advisers Act of 1940, as amended, or
under the laws of any state and it is not so registered; (ii) that the
registration of the Sponsor as a CPO under the CEA, or its NFA membership in
such capacity, is revoked, suspended, terminated or not renewed; (iii) the
Sponsor imposes additional trading limitation(s) pursuant to the advisory
agreement which the Trading Advisor does not agree to follow in its management
of the Trading Fund, or the Sponsor overrides trading instructions of the
Trading Advisor or does not consent to a material change to the trading
strategy requested by the Trading Advisor; (iv) if the Trading Fund's capacity
decreases to less than $10 million as the result of redemptions, reallocations
or extraordinary expenses, but not trading losses, as of the close of business
on any business day; (v) the Sponsor elects (pursuant to the advisory
agreement) to have the Trading Advisor use a different trading strategy in the
Trading Advisor's management of the Trading Fund's assets from that which the
Trading Advisor is then using to manage such assets and the Trading Advisor
objects to using such different strategy; (vi) there is an unauthorized
assignment of the advisory agreement by the Trading Fund or the Sponsor; (vii)
there is a material breach of the advisory agreement by the Trading Fund
and/or the Sponsor after giving written notice to the Sponsor which identifies
such breach and such material breach has not been cured within ten business
days following receipt of such notice by the Sponsor; or (viii) other good
cause is shown and the written consent of the Sponsor is obtained (which shall
not be withheld unreasonably).

The advisory agreement provides that the Trading Advisor and its officers,
employees and controlling persons ("Trading Advisor Affiliates") shall have no
liability to the Sponsor, the Series, the Trading Fund or to any Members, and
shall be indemnified by the Trading Fund against, any loss, liability, claim,
damage or expense (including the reasonable cost of


                                      7



investigating or defending any alleged loss, liability, claim, damage or
expense and reasonable counsel fees incurred in connection therewith), for
conduct undertaken as a trading advisor to the Trading Fund or otherwise
relating to any action or omission of the Trading Advisor or the Trading
Advisor Affiliates (or alleged action or omission) in connection with the
advisory agreement; provided that, such action or omission (or alleged action
or omission) does not constitute negligence, misconduct or breach of the
advisory agreement or any fiduciary obligation to the Trading Fund and was
done in good faith and in a manner reasonably believed to be in, or not
opposed to, the best interests of the Trading Fund. This indemnity will not
increase the liability of the Series beyond the amount of its capital and
profits (exclusive of distributions or other returns of capital, including
redemptions), if any, in the Trading Fund.

The Series has been formed with the specific purpose of being managed by the
Trading Advisor. In the event of a termination of the advisory agreement the
Series will itself dissolve.

The Trading Advisor and its respective principals will not invest in the
Units.

The Series

Aspect LLC is the Trading Fund for the Series, the first Series being offered.

Over time, the Platform intends to offer Members a selection of different
Series of the Platform managed by different CTAs collectively employing a
range of technical, fundamental, systematic and/or discretionary trading
strategies.

The terms of the Series are governed by the Operating Agreement.

The Offering

All Units are offered through the Selling Agents (as defined below). All Units
initially will be issued at $1,000 per Unit, and thereafter at the net asset
value (as described below, "Net Asset Value") per Unit on the first business
day of each month. Fractional Units will be issued.

The minimum initial subscription to the Series is $10,000, and the minimum
additional investment which may be made by an existing Member is $5,000.
Amounts invested in addition to these minimums may be made in whole increments
of $1,000.

The Sponsor may waive or reduce the initial and subsequent minimum investment,
as well as the minimum increment, requirements for certain Members without
entitling any other Member to any such waiver or reduction.

During the Series' initial offering period, amounts tendered for subscription
will be debited from a subscriber's account promptly after their purchase or
exchange order is accepted, and deposited in the Series' escrow account at the
Administrator. Subscribers' Financial Advisors (as defined hereinafter) will
notify them of the date on which subscriptions will be so debited. Interest
actually earned on subscriptions while held in escrow will be paid to the
Series promptly after the initial issuance of the Units. After the Series'
initial offering, no escrow account will be used. Rather, Members' accounts
will be debited on or about the issuance date of Units and the


                                      8



debit amount, less any applicable Placement Fee, will be invested directly in
the Series. No interest will be payable in respect of any such subscriptions.

The Platform does not intend to issue any Units before acceptable
subscriptions for at least $15,000,000 of the Units are received. However, the
Sponsor may elect to have the Platform issue the Units before reaching the
$15,000,000 threshold if the Sponsor believes that the Series will have
sufficient capital to support the Trading Advisor's trading strategies. If the
$15,000,000 threshold (or such other threshold determined by the Sponsor) is
not reached before the Units are to be issued, the assets held in escrow for
the Series, including any interest earned on such assets, shall be promptly
returned to potential investors. There is no maximum number of Units that the
Series may offer to investors (although the Series may offer Units only to the
extent that the Trading Advisor is prepared to accept additional capital under
management from the Series).

The Series is initially being offered as of August 15, 2006 through November
1, 2006 (or such later date as the Units of the Series are registered hereby
or as determined by the Sponsor). Thereafter, Units generally will be
available as of the beginning of each calendar month, and there is currently
no maximum aggregate subscription amount that may be contributed to the
Series.

Each Series of the Platform is subject to uniform fees (although the Sponsor
may waive, reduce or rebate certain fees with respect to certain Members
without entitling any other Member to any such waiver, reduction or rebate).
The Trading Advisor fees and per side brokerage commission rates may differ.

The Units are privately offered on a continuous basis under Regulation D of
the Securities Act of 1933, as amended (the "Securities Act"), and Rule 506
thereunder.

     Selling Agents

The Units are currently offered through UBS Financial Services Inc. and UBS
International Inc., although the Sponsor may allow other parties to offer the
Units (UBS Financial Services Inc., UBS International Inc. and such other
selling agents duly selected by the Sponsor collectively, the "Selling Agents"
and individually, as applicable, the "Selling Agent"). The Selling Agents may
also retain one or more affiliates as sub-agents in connection with the
distribution of the Units.

     Clearing Broker

UBS Securities LLC (the "Clearing Broker") is an indirect wholly owned
subsidiary of UBS AG and maintains its principal business at 677
Washington Boulevard, Stamford, Connecticut 06901. The Clearing Broker is the
futures clearing broker for the Series. The Clearing Broker is registered with
the National Association of Securities Dealers, Inc. ("NASD") as a
broker-dealer and with the CFTC as a futures commission merchant and is a
member of the NFA. The Clearing Broker is a member of various U.S. futures and
securities exchanges.

The Series will clear all of its futures trades through the Clearing Broker,
although the Trading Advisor has the flexibility to select its own executing
brokers.


                                      9



     Subscription Procedures

Completed UBS Managed Futures LLC Subscription Agreements should be received
by UBS Alternative Investment Group no later than seven calendar days prior to
the first day of any month in which a Member intends to invest. The Sponsor
may, however, accept subscriptions at other times in its sole discretion.
Existing Members may make additional investments by completing, and submitting
to UBS Alternative Investment Group, a short-form Subscription Agreement as
provided by the Sponsor.

     Exchanges

When multiple Series of the Platform are established, Members will be allowed
to exchange the Units of the different Series, if available, generally as of
the end of each calendar month provided that requests for such exchanges are
submitted to the Sponsor on or prior to the 15th day of such calendar month or
the following business day. For all intents and purposes, exchanges will be
treated as redemptions from the Series from which Units are exchanged and
subscriptions into the Series into which Units are exchanged. The ability to
exchange Units may be restricted or terminated in the sole discretion of the
Sponsor at any time. Exchanges may be made in $10,000 minimums and are subject
to certain other restrictions.

     Custody of Assets

It is anticipated that a substantial amount of the Series' assets will be held
in customer accounts at the Clearing Broker, although they may be held at
other affiliates of the Clearing Broker.

Only assets held to margin CFTC-regulated futures contracts may be held in
CFTC-regulated "segregated funds" accounts. "Segregated funds" accounts are
insulated from liability for any claims against a broker other than those of
other custodians. The Sponsor estimates that in general approximately 15% to
35% of the Series' capital will be held "in segregation." The bulk of the
Series' capital will not be held in segregation, but rather in custody or
other client accounts maintained by affiliates of the Clearing Broker. Subject
to any applicable regulatory restrictions, these affiliates may make use of
such capital which is treated as a liability or deposit owed by such
affiliates to the Series. However, if such an affiliate were to incur
financial difficulties, the Series' assets could be lost (the Series becoming
only a general creditor of such affiliate) and, even if not lost, could be
unavailable to the Series for an extended period.

The Sponsor considers the Clearing Broker's policies regarding the safekeeping
of the Series' assets to be fully consistent with industry practices. However,
prospective investors must recognize that the Series' capital may be subject
to the risk of its custodians' solvency.

     Interest

The Series generally will earn interest, as described below, on the cash
actually held by the Series, plus unrealized gain and loss marked to market
daily on open positions (the "Cash Assets"). The Series will not earn interest
income on the Series' gains or losses on its open forward, commodity option
and certain non-U.S. futures positions as such gains and losses are not
collected or paid until such positions are closed out. Interest is earned only
on monies actually held in the Series' account.


                                      10



The Series' Cash Assets may be greater than, less than or equal to the Series'
Net Asset Value (on which the redemption value of the Units is based)
primarily because Net Asset Value reflects all gains and losses on open
positions as well as accrued but unpaid expenses.

The Clearing Broker will pay interest as of the end of each month at a rate
equal to the prevailing Federal Funds rate less 0.50% (i.e., if the prevailing
Federal Funds rate is 3.50% per annum the Clearing Broker would pay the Series
3.00% per annum) on the Series' average daily Cash Assets. The Clearing Broker
retains the additional economic benefit (which may be significant) derived
from possession of the Series' Cash Assets.

The Clearing Broker, in the course of acting as commodity broker for the
Series, lends certain currencies to, and holds certain foreign currency
balances on behalf of the Series. If, for example, the Series needed to make a
margin deposit in French Francs, the Clearing Broker would lend the Series the
French Francs, charging a local short-term rate plus a spread of up to 1.0%
per annum (at current rates). Should the Series hold French Franc balances in
its account, the Clearing Broker will credit the Series with interest at the
same local short-term rate less a spread of up to 2.0% per annum (at current
rates).

The Clearing Broker will follow its standard procedures for crediting and
charging interest to the Series. The Clearing Broker is able to generate
significant economic benefit from doing so, especially as the Clearing Broker
is able to meet the margin requirements imposed on its customers as a group,
whereas each customer must margin its account on a stand-alone basis.
Consequently, the Clearing Broker may record a loan of French Francs (in the
above example) to the Series' account which the Clearing Broker charges
interest even though the Clearing Broker itself does not have to deposit any
French Francs at the applicable clearinghouse.

     Net Asset Value

The Platform's investment in the Trading Fund will be made through the Series.
To the extent possible, the Series will be accounted for as if it were a
separate company (and the Series should not be liable for the obligations of
any other Series of the Platform). The Platform will calculate the Net Asset
Value per Unit of the Series as of the close of business on the last business
day of each calendar month and such other dates as the Sponsor may determine
in its discretion. The Series' Net Asset Value as of any such date generally
will equal the value of the Series' assets under the management of the Trading
Advisor as of such date, plus any other assets held by the Series, minus
accrued brokerage commissions, Sponsor's, Administrative, Management and
Performance Fees, organizational expense amortization, the reimbursement of
the Sponsor for operating costs paid by it and other liabilities of the
Series. The Series' Net Asset Value per Unit then will be calculated by
dividing the Net Asset Value of the Series by the number of Units outstanding
in the Series.

The Sponsor, or such party as may be duly appointed by the Sponsor, will value
the Series' managed futures positions. The liquidating value of a commodity
futures contract or option traded on a United States commodity exchange will
be based upon the settlement price on the commodity exchange on which the
particular commodity futures contract or option is traded; provided that, if a
contract or option cannot be liquidated on the day with respect to which the
Net Asset Value is being determined, the basis for determining the liquidating
value of such


                                      11



contract or option shall be such value as the Sponsor may deem fair and
reasonable.

The liquidating value of a futures, forward or options contract not traded on
a United States exchange is its liquidating value, determined based upon
policies established by the Sponsor, on a basis consistently applied for each
different variety of contract.

The Net Asset Value of the Series shall be determined in U.S. dollars, and any
positions denominated in other currencies are translated at prevailing
exchange rates as determined by the Sponsor.

Any other assets held by the Series shall be valued in such manner as the
Sponsor may determine to reflect fair market value and the accrual of
interest.

The Sponsor, or such party as may be duly appointed by the Sponsor to
calculate the Net Asset Value, is authorized to make all Net Asset Value
determinations (including, without limitation, for purposes of determining
redemption payments and calculating Sponsor's and Administrative Fees) on the
basis of estimated numbers. The Sponsor or such other party shall not (unless
it otherwise determines) make retroactive adjustments in order to reflect the
difference between estimated and final numbers, but rather shall reflect such
difference (including, for purposes of calculating redemption payments and
Sponsor's and Administrative Fees) in the accounting period when such
differences are determined.

The Sponsor may suspend the calculation of the Net Asset Value of the Units
during any period for which the Sponsor is unable to value a material portion
of the Trading Fund's positions. The Sponsor will give notice of any such
suspension to the Members.

Redemptions shall, after the date thereof (as the same may be suspended as
described herein), be deemed to have been paid out of the Series as of such
date, and shall no longer be included in the Series' assets or liabilities
(irrespective of when actually paid out).

Financial Terms

The following is a summary of the fees and expenses applicable to the Series:

Description of Current Charges.
- ------------------------------




- ----------------------- --------------------- ---------------------------------------------------------------
                        Nature of
Recipient               Payment               Amount of Payment
- ----------------------- --------------------- ---------------------------------------------------------------
                                        
The Sponsor             Sponsor's Fees        The Sponsor will receive a flat-rate monthly sponsor fee of
                        (asset-based)         0.02083 of 1% (a 0.25% annual rate) of the Series' month-end
                                              Net Asset Value (the "Sponsor's Fee").

                                              The Sponsor may waive or reduce the Sponsor's Fees for certain
                                              Members without entitling any other Member to any such waiver
                                              or reduction.
- ----------------------- --------------------- ---------------------------------------------------------------


                                                     12



- ----------------------- --------------------- ---------------------------------------------------------------
                        Nature of
Recipient               Payment               Amount of Payment
- ----------------------- --------------------- ---------------------------------------------------------------
The                     Administrative        For its performance of administrative services, the
Administrator           Fee                   Administrator will receive a flat-rate monthly fee as to be
                                              determined by the Sponsor and the Administrator but not to
                                              exceed 0.0167 of 1% of the Series' month-end Net Asset Value (a
                                              0.20% annual rate) (the "Administrative Fee").
- ----------------------- --------------------- ---------------------------------------------------------------
UBS Securities LLC      Brokerage             The principal operating costs of the Series are the per side
and UBS AG              Commissions           brokerage commissions paid to the Clearing Broker (a portion
                                              of which is paid to the Series' executing brokers, which may or
                                              may not include the Clearing Broker, as commissions for their
                                              execution services) and the currency forward contract ("F/X")
                                              dealer spreads paid to UBS AG and others.

                                              The Series' brokerage commissions will be paid on the
                                              completion or liquidation of one-half of a trade and are
                                              referred to as "per side" commissions, which cover either the
                                              initial purchase (or sale) or the subsequent offsetting sale
                                              (or purchase) of a single commodity futures contract. If 100
                                              contracts are included in a single trade, 200 per side
                                              commissions are charged; 100 when the position is acquired and
                                              100 when it is liquidated. The brokerage commission rates
                                              charged in respect of different Trading Advisors of the
                                              Platform will vary based on the frequency of their trading.
                                              Faster turnover Trading Advisors may be charged a lower per
                                              side rate in an attempt to maintain the overall brokerage costs
                                              of the different Series of the Platform at generally comparable
                                              levels. However, the commission expenses of the different
                                              Series of the Platform, both in the aggregate and on a "per
                                              side" basis, will vary, perhaps materially.

                                              The "per side" commissions for U.S. markets paid by the Series
                                              will be approximately $4 per side plus fees (except in the case
                                              of certain foreign contracts on which the rates may be as high
                                              as $50 per side plus fees due, in part, to the large size of
                                              the contracts traded). In general, the Sponsor estimates that
                                              aggregate brokerage commission charges (including F/X spreads
                                              --see below) will not exceed 3.5%, and should range between
                                              approximately 1%
- ----------------------- --------------------- ---------------------------------------------------------------


                                                     13



- ----------------------- --------------------- ---------------------------------------------------------------
                        Nature of
Recipient               Payment               Amount of Payment
- ----------------------- --------------------- ---------------------------------------------------------------
                                              and 3% per annum of the Series' average month-end assets.
- ----------------------- --------------------- ---------------------------------------------------------------
UBS AG or Other         Currency (F/X)        Many of the Series' currency trades will be executed in the
Currency Dealers        Dealer Spreads        spot and forward foreign exchange markets (the "F/X Markets")
                                              in which there are no direct execution costs. Instead, the
                                              banks and dealers in the F/X Markets, including UBS AG,
                                              take a "spread" between the prices at which they are prepared
                                              to buy and sell a particular currency, and such spreads are
                                              built into the pricing of the spot or forward contracts with
                                              the Series. A significant portion of the Series' foreign
                                              currency trades will be executed through UBS AG, an
                                              affiliate of the Sponsor.
- ----------------------- --------------------- ---------------------------------------------------------------
The Trading             Management            The "Management Fee" will equal 2% per annum (calculated
Advisor                 Fees                  monthly) of the Net Asset Value of the Series.
                        (asset-based)
- ----------------------- --------------------- ---------------------------------------------------------------
                                              The Trading Advisor has agreed to share 0.50% of the Management
                                              Fee with UBS Financial Services Inc., an affiliate of the
                                              Sponsor.
- ----------------------- --------------------- ---------------------------------------------------------------
The Trading             Performance           The "Performance Fee" will equal 20% of the New Net Trading
Advisor                 Fees                  Profits (as defined below) of the Series for each quarter.

                                              "New Net Trading Profits" during each quarter means the excess,
                                              if any, of the cumulative level of net trading profits
                                              attributable to the Series at the end of such quarter over the
                                              highest level of cumulative net trading profit as of the end of
                                              any preceding quarter (the "High Water Mark"). Performance Fees
                                              do not, while losses do, reduce cumulative net trading profits.

                                              Net trading profits will not include interest income.

                                              To the extent that any withdrawals are made from the Series,
                                              the High Water Mark is proportionately reduced and a
                                              proportionate Performance Fee paid (if accrued).
- ----------------------- --------------------- ---------------------------------------------------------------


                                                     14



- ----------------------- --------------------- ---------------------------------------------------------------
                        Nature of
Recipient               Payment               Amount of Payment
- ----------------------- --------------------- ---------------------------------------------------------------
The Sponsor             Organizational and    The Sponsor will advance expenses incurred in connection with
                        Initial Offering      the organization of the Platform and the Series and the
                        Costs                 initial offering of the Units. Such costs are estimated to
                                              approximate $100,000, although they could exceed this estimate.
                                              The Series will reimburse the Sponsor for these costs from the
                                              proceeds of the initial issuance of the Units. Such costs are
                                              amortized against Net Asset Value in 60 monthly installments,
                                              beginning with the first month-end after the initial issuance
                                              of such Units. The Sponsor believes that such treatment is more
                                              equitable than expensing the entire amount during the first
                                              year of operations, as is required by U.S. generally accepted
                                              accounting principles. Accordingly, the auditor's opinion on
                                              the Platform's and the Series' financial statements may contain
                                              a qualification to reflect this treatment.
- ----------------------- --------------------- ---------------------------------------------------------------
The Member's            Placement Fee         Each Member or Member-related account is subject to an upfront,
Financial               and Sales             waivable placement fee of 0%-2.0% (the "Placement Fee") of the
Advisor (as             Commissions           subscription price of the Units, which will be paid once by the
defined below)                                relevant Member (not by the Platform, the Series or the Sponsor)
or the Selling                                on such Member's initial subscription to the Series during any
Agent                                         twelve month period. The Placement Fee is deducted from, not
                                              added to, subscription amounts, so that a Member who subscribes
                                              $10,000 for the Units will, after a 2.0% Placement Fee, make a
                                              net investment of $9,800 in the Series. The Placement Fee to
                                              which Members are subject will vary among Members, but a lower
                                              Placement Fee for one Member will not entitle any other Member
                                              to any such Placement Fee. Each Member also will pay an ongoing
                                              sales commission (the "Sales Commission") equal to 2% per annum
                                              of the month-end Net Asset Value of a Member's investment in
                                              the Series.
- ----------------------- --------------------- ---------------------------------------------------------------
Service                 Operating Costs       The Series will pay its own operating costs, including, without
Providers                                     limitation: ongoing offering expenses; execution and clearing
                                              brokerage commissions (as described below); forward and


                                                     15



- ----------------------- --------------------- ---------------------------------------------------------------
                        Nature of
Recipient               Payment               Amount of Payment
- ----------------------- --------------------- ---------------------------------------------------------------
                                              other over-the-counter trading spreads; administrative,
                                              transfer, exchange and redemption processing, legal,
                                              regulatory, reporting, filing, tax, audit, escrow, accounting
                                              and printing fees and expenses, as well as extraordinary
                                              expenses. Such operating costs are allocated pro rata among the
                                              Units based on their respective Net Asset Values. These
                                              expenses are paid in addition to other expenses described
                                              below.

                                              The Sponsor has retained outside service providers to supply
                                              certain services to the Platform, including, without
                                              limitation, tax reporting, accounting and escrow services.
                                              Operating costs include the Series' allocable share of the fees
                                              and expenses of such outside service providers, as well as the
                                              fees and expenses of any UBS entity or other service provider
                                              which may provide such (or other) services in the future.
- ----------------------- --------------------- ---------------------------------------------------------------



Break Even Analysis

In order for a Member to break even on an investment in the Series during the
first year, an initial investment of $10,000 must earn trading profits of
$447.50, or 4.475% (assuming interest income of 4.275%).


                                                     16






                                                          Breakeven Table


                                     First Twelve-Month      First Twelve-Month       Second Twelve-Month     Second Twelve-Month
Expenses                             Percentage of Net          Dollar Amount         Percentage of Net         Dollar Amount
- --------                                Asset Value           ($10,000 Initial           Asset Value          ($10,000 Initial Net
                                        -----------            Investment)(1)            -----------            Asset Value)(6)
                                                               --------------                                   ---------------
                                                                                                        
Placement Fee(2)                            2.00%                   $200.00                  _____                    _____

Sales Commission                            2.00%                   $200.00                  2.00%                   $200.00

Offering and Operating Costs(3)             0.50%                   $50.00                   0.50%                    $50.00

Sponsor's Fees                              0.25%                   $25.00                   0.25%                    $25.00

Administrative Fees                         0.20%                   $20.00                   0.20%                    $20.00

Brokerage Commissions                       0.80%                   $80.00                   0.80%                    $80.00

Management Fees                             2.00%                   $200.00                  2.00%                   $200.00

Performance Fees(4)                         1.00%                   $100.00                  1.00%                   $100.00

Interest Income(5)                        (4.275%)                 ($427.50)                (4.275%)                ($427.50)

TWELVE-MONTH BREAKEVEN                     4.475%                   $447.50                  2.475%                   247.50



     (1)  Assumes a constant $10,000 Net Asset Value.

     (2)  The Placement Fee is a one-time, waivable fee, as described herein.
          Although the Placement Fee may vary among Members from 0%-2%, this
          calculation assumes a 2% Placement Fee. For purposes of calculating
          the other fees in the Breakeven Table, the Placement Fee does not
          reduce the $10,000 initial investment (although it will do so in the
          actual operation of the Series).

     (3)  The Series will pay its execution brokerage commissions and trading
          spreads and its administrative, transfer, exchange and redemption
          processing, legal, regulatory, reporting, filing, tax, audit,
          escrow, accounting and printing fees and expenses, as well as
          ongoing offering and extraordinary expenses. The Series will also
          reimburse the Sponsor for organization costs over the first 60
          months of the Series' operations. The Sponsor estimates that the
          Series will bear expenses, including the reimbursement of
          organization costs, at a rate of 0.50% of Net Asset Value.

     (4)  This estimate assumes overall performance of 5%. Investors should
          note that the Trading Advisor could receive substantial Performance
          Fees from the Series during breakeven or losing periods.

     (5)  This estimate of interest income is based on the investment of 90%
          of the Series' assets at the prevailing Federal Funds rate minus
          0.50%.

     (6)  Assumes a constant $10,000 Net Asset Value.


                                      17



Regulation

The Sponsor and the Trading Advisor are registered with the CFTC as CPOs and
CTAs and are members of the NFA in such capacities. Other than in respect of
the registration requirements pertaining to the Series' securities under
Section 12(g) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), the Platform and the Series are generally not subject to
regulation by the SEC. The Trading Advisor is also regulated by the Financial
Service Authority of the United Kingdom.

Conflicts of Interest

The Sponsor and each person affiliated with the Sponsor and their respective
officers, directors, controlling persons within the meaning of Section 15 of
Securities Act of 1933, as amended, employees, partners and shareholders
("Affiliates") will, should the occasion arise, assert that Members have
consented to the following conflicts of interest by subscribing to the Series.

Sponsor-Affiliated Entities

Other than the Trading Advisor and the Administrator, all parties involved in
the operations of the Platform and the Series may be affiliated with the
Sponsor. Consequently, many of the business terms of the Platform and the
Series will not be negotiated at arm's-length. Were Members to seek redress
from the Sponsor or its Affiliates for damages relating to the offering of the
Units or the operations of the Platform or the Series, they (i) would be
unlikely to have recourse against any Sponsor entity which is not a direct
party to an agreement with the Platform or the Series and (ii) would be likely
to have such recourse, even in the case of such entities, only on a derivative
basis, suing not individually but in the right of the Platform or the Series.

The Trading Advisor has agreed to share a portion of its Management Fees with
UBS Financial Services Inc., an affiliate of the Sponsor. Other Trading
Advisors of the Platform may similarly agree to share a portion of their
management fees and/or performance fees. As a result, the Sponsor may favor
investment by Members in Trading Advisors of the Platform that engage in such
fee sharing or in those Trading Advisors that share a greater portion of such
fees rather than in those Trading Advisors that do not engage in such fee
sharing or that share a lesser such portion.

Clearing Broker and F/X Dealer

The Clearing Broker executes trades for different clients in the same markets
at the same time. Consequently, other clients may receive better prices on the
same trades than the Series, causing the Series to pay higher prices for its
positions.

Many Clearing Broker clients pay lower brokerage rates than the Series.
Brokerage commissions significantly decrease the Series' performance, and the
cumulative effect of the higher rates paid by the Series is material.

The Clearing Broker and the F/X dealer each must allocate their resources
among many different clients. They have financial incentives to favor certain
accounts over the Series. Because of the competitive nature of the markets in
which the Series trades, to the extent that any of the


                                      18



Clearing Broker and the F/X dealer prefer other clients over the Series, the
Series is likely to incur losses.

The Clearing Broker and the F/X dealer do not have to compete to provide
services to the Series; consequently, there is no independent check on the
quality of their services.

The Sponsor

Relationships among the Sponsor Affiliates

The Sponsor and its Affiliates are the Platform's and Series' primary service
providers, other than the Trading Advisor and the Administrator, and will
remain so even if using other firms would be more advantageous for the
Platform or the Series.

Other Funds or Accounts Sponsored by the Sponsor

The Sponsor might be able to add more value to the Platform and the Series
were certain Sponsor personnel to focus exclusively on managing the Platform
and the Series, but the Sponsor may in the future operate, in addition to the
Platform and the Series, other funds and accounts because such funds and
accounts will generate significant revenues for it, and also will diversify
the Sponsor's exposure to one or more of such accounts performing poorly.

There is, in general, a shortage of qualified futures trading advisors
available to manage customer assets. As a result, should the Sponsor manage
other funds or accounts, the Sponsor may have a conflict of interest in
selecting the Trading Advisors for the Series of the Platform and for such
other funds or accounts.

The Sponsor may from time to time have a conflict of interest between
facilitating the ongoing offering of the Units and making Trading Advisor or
other changes which the Sponsor would otherwise believe to be in the best
interests of the Platform or the Series.

Certain clients of the Sponsor pay materially lower brokerage rates than does
the Series. In the case of a number of such clients, particularly clients with
an account as large as that of the Series, the lower fees charged are in large
part attributable to the significant costs incurred by the Sponsor and UBS in
sponsoring the Platform and the Series and distributing the Units being
embedded in the Series' fees described herein. In the case of institutional
accounts, no sponsorship or distribution costs are incurred by the Sponsor or
its Affiliates, so the Clearing Broker can lower brokerage commissions without
reducing the net revenue received by the Sponsor or its Affiliates.
Nevertheless, even factoring in sponsorship and distribution costs, certain
institutional clients of the Clearing Broker receive, as a result of
arm's-length negotiations, better commission rates than the Series.

Because the Series pays brokerage commissions and forward trading spreads to
the Clearing Broker and UBS AG, respectively, on a per side basis, the
Sponsor may have an incentive to select Trading Advisors for the Platform
which trade in higher volume, generating more revenue for the Clearing Broker
and UBS AG, as the case may be.


                                      19



The Trading Advisor

Other Clients and Business Activities of the Trading Advisor

The Series might benefit significantly from an exclusive focus by the Trading
Advisor on the Series rather than on the Trading Advisor's other accounts,
including accounts owned by its principals. The Series could be adversely
affected by the fact that the Trading Advisor trades other accounts at the
same time that it is managing the Series' account. The Trading Advisor has
numerous different clients and financial incentives to favor certain of such
clients over the Series. Other client accounts managed by the Trading Advisor
may significantly outperform the Series. The Trading Advisor and its
principals devote a substantial portion of their business time to ventures and
accounts other than managing the Series, including, in some cases, ventures
which are unrelated to futures trading. The Trading Advisor acts, or may in
the future act, as sponsor of its own single- or multi-advisor futures funds,
and such funds may, from time to time, be in direct competition with the
Series for positions in the market.

Brokers and Dealers Selected by Trading Advisor

The Trading Advisor may require, as a condition of its managing the Series,
that the Series trade through certain non-UBS brokers with which the Trading
Advisor has ongoing business dealings (even though UBS Securities LLC remains
the Clearing Broker for the Series). As a result, the Trading Advisor may have
a conflict of interest between insisting on the use of such brokers and using
the brokers most advantageous for the Series.

The Trading Advisor may execute a number of the trades for the Series through
executing brokers affiliated with the Trading Advisor.

Performance Fees

The fact that the Trading Advisor is eligible to receive Performance Fees may
cause it to trade in a more speculative fashion than it otherwise would.

Financial Advisors

The "Financial Advisors" are the individual UBS brokers who deal directly with
UBS clients. Financial Advisors are compensated, in part, on the basis of the
amount of securities commissions which they generate from client transactions.
Financial Advisors receive the Placement Fee and Selling Commissions on the
Units they sell and have a financial incentive to encourage investors to
purchase and not to redeem their Units.

Proprietary Trading

The Clearing Broker and the Trading Advisor, their respective affiliates,
principals and related persons may trade in the commodity markets for their
own accounts as well as for the accounts of their clients. Records of this
trading will not be available for inspection by the Members. Such persons may
take positions which are the same as or opposite to those held by the Series.
Members should be aware that -- as a result of a neutral allocation system,
testing a new trading system, trading their proprietary accounts more
aggressively or other actions not in violation of


                                      20



their fiduciary or other duties -- such persons may from time to time take
positions in their proprietary accounts ahead of the positions taken for the
Series, as well as that on occasion orders may be filled more advantageously
for the account of one or more such persons than for the Series' account. The
Sponsor and its principals will not trade for their own accounts.

Reports

Each month the Sponsor sends such information to the Members as the CFTC
requires to be given, as well as any such other information as the Sponsor may
deem appropriate. Members also will receive audited financial statements and
timely tax information necessary for the preparation of their annual federal
income tax returns. It is also anticipated that the Units will be registered
under the Securities Exchange Act of 1934. When the Units are registered, the
Series will file quarterly and annual reports with the SEC.

     (i) through (xii) - not applicable.

     (xiii) the Series has no employees.

(d)  Financial Information About Geographic Areas

The Series trades on a number of foreign commodity exchanges. The Series does
not engage in the sales of goods or services.

Item1A: RISK FACTORS

General

Members May Lose All or Substantially All of Their Investment

Members must be prepared to lose all or substantially all of their investment.
The Series will have no "principal protection" feature assuring the return of
Members' initial investment as of a specified future date.

No Performance History

The Platform and the Series are newly-formed entities and have no performance
history. The Platform is the first futures "platform" to be operated by the
Sponsor, and there can be no assurance that the Platform's investment
objectives will be achieved.

Past Performance Not Necessarily Indicative of Future Results

Past performance is not necessarily indicative of future results. The Trading
Advisor's past performance may not be representative of how it may trade in
the future for the Series and does not reflect the additional fees charged by
the Series and the Platform.

Reliance on Trading Advisor Information

The Sponsor and the Members will be entirely dependent on the information
furnished to them by the Trading Advisor. There have been a number of recent
instances in which the sponsors of


                                      21



private investment funds have acted fraudulently, resulting in massive losses
to investors. In investing in the Platform and the Series, Members will be
subject to all the risks of entrusting capital, to unaffiliated third parties.

The Opportunity Costs of Multiple Series

Should more Series be added to the Platform, there can be no assurance that
the losses by certain Series of the Platform selected by a Member will not
offset, or more than offset, any profits achieved by the others. Opposite
positions held by different Series of the Platform held by the same Member
will be economically offsetting. Further, various Trading Advisors of the
Platform will from time to time compete for the same positions, potentially
affecting the value of such positions in a manner adverse to the Platform.

Alternative investments have generally achieved (although not always) their
risk control objectives, but often have not achieved their rate of return
objectives. If more Series are added to the Platform, Members will have the
ability to select concentrated combinations of such Series and thereby
potentially reduce the inherent opportunity costs of broadly diversified
strategies, but substantial opportunity costs will remain.

Competition in Non-Traditional Investment Industry

The non-traditional investment industry is extremely competitive. In recent
years there has been a marked increase in the number of, and flow of capital
into, investment vehicles established in order to implement non-traditional or
"alternative" investment strategies. As a result, there has been greater
competition for investment opportunities, or increased price volatility and
decreased liquidity with respect to certain positions. The Series will compete
with other investment vehicles, as well as investment and commercial banking
firms, which have substantially greater resources, in terms of financial
wherewithal and research staffs, than may be available to the Platform and the
Series.

Increased Assets Under Management

There appears to be a tendency for the rates of return achieved by managed
futures advisors to decline as assets under management increase. It is
unlikely that the Trading Advisor will agree to limit the amount of additional
equity which it may manage, and the Trading Advisor may be at or near its
all-time high in assets under management. In addition to the Trading Advisor
potentially being at or near its all-time high in assets under management, the
aggregate capital committed to the managed futures sector in general is also
at an all-time high. The more capital that is traded in these markets, the
greater the competition for a finite number of positions and the less the
profit potential for all strategies.

Structural Risks

Substantial Charges

The Series will be subject to substantial charges. Moreover, certain of these
charges -- brokerage commissions and F/X spreads -- depend on trading
frequency and, under certain market conditions, may substantially exceed
estimated levels.


                                      22



No Assurance of the Trading Advisor's Continued Service

There is no assurance that the Trading Advisor will be willing or able to
continue to provide advisory services to the Series for any meaningful length
of time. In addition, the Sponsor may at any time terminate the advisory
agreement with the Trading Advisor and dissolve the Series (including for
economic reasons relating to the small capitalization of the Series).

Importance of Trading Advisor Principals

The Trading Advisor consists of a limited number of principals and key
employees. If the services of any of such principals or key employees became
unavailable (for example, by reason of death, disability or retirement), the
Series could sustain losses.

Trading Advisor Risk

The Series is subject to the risk of the bad judgment, negligence or
misconduct of the Trading Advisor. There have been a number of instances in
recent years in which private investment funds have incurred substantial
losses due to manager misconduct.

Redemptions Restricted

Members' limited ability to redeem Units could result in there being a
substantial difference between a Unit's redemption value and its Net Asset
Value as of the date by which irrevocable redemption requests must be
received.

Changes in Trading Strategy

The Trading Advisor may make material changes in its trading strategies
without the knowledge of the Sponsor. Particularly given the "black box"
character of many managed futures strategies, it is virtually impossible for
the Sponsor to detect strategy changes.

Conflicts of Interest

The Platform and the Series are subject to a number of material actual and
potential conflicts of interest, raising the possibility that Members will be
disadvantaged to the benefit of the Sponsor, the Trading Advisor or their
respective principals and affiliates. No formal policies or procedures have
been adopted to resolve these conflicts. See "Conflicts of Interest."

The Series Could Lose Assets and Have Its Trading Disrupted Due to the
Bankruptcy of One of the Parties

The Series is subject to the risk of the insolvency of its counterparties
(such as broker-dealers, futures commission merchants, banks or other
financial institutions, exchanges or clearinghouses).

The Series' assets could be lost or impounded during a counterparty's
bankruptcy or insolvency proceedings and a substantial portion or all of the
Series' assets may become unavailable to it either permanently or for a matter
of years. Were any such bankruptcy or insolvency to occur,


                                      23



the Sponsor might decide to liquidate the Series or suspend, limit or
otherwise alter trading, perhaps causing the Series to miss significant profit
opportunities.

Under CFTC regulations, the Clearing Broker is required to maintain in a
segregated account the portion of the Series' assets held by it. If the
Clearing Broker fails to do so, the Series may be subject to risk of loss of
funds in the event of the Clearing Broker's bankruptcy. Even if such funds are
properly segregated, the Series may still be subject to a risk of a loss of
its funds on deposit with the Clearing Broker should another customer of the
Clearing Broker, or the Clearing Broker itself, fail to satisfy deficiencies
in such other customer's accounts. Bankruptcy law applicable to all U.S.
futures brokers requires that, in the event of the bankruptcy of such a
broker, all property held by the broker, including certain property
specifically traceable to the customer, will be returned, transferred or
distributed to the broker's customers only to the extent of each customer's
pro rata share of all property available for distribution to customers. If the
Clearing Broker were to become bankrupt, it is possible that the Series would
be able to recover none or only a portion of its assets held by the Clearing
Broker.

There are increased risks in dealing with offshore brokers and unregulated
trading counterparties, including the risk that assets may not benefit from
the protection afforded to "customer funds" deposited with regulated brokers
and dealers. The Series may be required to post margin for its foreign
exchange transactions with foreign exchange dealers who are not required to
segregate customer funds. In the case of a counterparty's bankruptcy or
inability to satisfy substantial deficiencies in other customer accounts, the
Series may recover, even in respect of property specifically traceable to the
Series, only a pro rata share of all property available for distribution to
all of such broker's or dealer's customers.

The Series may effect transactions on "over-the-counter" or "inter-dealer"
markets. The participants in these markets typically are not subject to the
type of strict credit evaluation and regulatory oversight applicable to
members of "exchange-based" markets, and transactions in these markets
typically are not settled through exchanges or clearinghouses that guarantee
the trades of their participants. Rather, the responsibility for performing
under a particular transaction rests solely with the counterparty to such
transactions. To the extent the Series invests in swaps, derivatives or
synthetic instruments or other over-the-counter transactions in these markets,
the Series is subject to the credit risk of the parties with which it trades
and deposits collateral. The Series is also subject to the risk that a
counterparty may not settle a transaction because such counterparty is
unwilling or unable to do so (for example, because of a credit or liquidity
problem affecting the counterparty), potentially resulting in significant
losses -- perhaps in respect of an offsetting position on which the Series
remains obligated to perform.

The Sponsor has no control over selection of many of the counterparties by the
Trading Advisor, and the Series is generally not restricted from dealing with
any particular counterparty (regulated or unregulated), or from concentrating
any or all of its transactions with a single counterparty or limited number of
counterparties, except the Clearing Broker. In addition, the Sponsor has no
ability to assess the extent to which the Series maintains its assts in
unregulated accounts subject to the bankruptcy of the counterparties holding
such assets.


                                      24



Regulatory Changes Could Restrict the Series' Operations

The Series will implement speculative, highly leveraged strategies. From time
to time there is governmental scrutiny of these types of strategies and
political pressure to regulate their activities. For example, foreign
governments have from time to time blamed the declines of their currencies on
speculative currency trading and imposed restrictions on speculative trading
in certain markets.

Regulatory changes could adversely affect the Series by restricting its
markets, limiting its trading and/or increasing the taxes to which Members are
subject. The Sponsor is not aware of any pending or threatened regulatory
developments which might adversely affect the Series. However, adverse
regulatory initiatives could develop suddenly and without notice.

Dilution of a Member's Economic Interest

A Member's economic interest in the Platform, in futures or in the Series is
subject to dilution in certain cases. There is a dilution of the economic
interest of the Members who are invested in the Series during periods in which
a Performance Fee has accrued or net trading profits are below the High Water
Mark. This dilution occurs because Members who subscribe for Units at a Net
Asset Value reduced by accrued Performance Fees share in any subsequent
reversals of the Performance Fees accrued at the time of their investment; or,
conversely, because Members who subscribe for Units at a time when the net
trading profits are below the High Water Mark share in the reduction of the
Performance Fees otherwise due in respect of future profits, although they
were not subject to the losses which decreased the net trading profits to that
level.

Performance Fees

The Performance Fees paid to the Trading Advisor may give it an incentive to
engage in more speculative investing and trading strategies in an effort to
increase its rate of return. The calculation of the Performance Fee will not
include interest income in determining any increase in value of the Units.
However, the Trading Advisor will have little, if any, to do with the interest
income earned by the Series. Performance Fees will not be calculated on the
basis of any individual Member's investment experience but rather on the basis
of the performance of the Series as a whole.

No Representation of Members

Prospective investors have not been represented in any of the negotiations
relating to the formation of the Platform or the Series or the determination
of any of their business terms. The business terms of the Series will not be
negotiated at arm's-length with any Member.

Risk Factors Specific to Exchanges

If more Series are added to the Platform and the Sponsor allows exchanges, the
risk of exchanging into the Units of a Series are the same as directly
investing in such Series. Exchanging Members may redeem out of a Series of the
Platform about to outperform and invest into a Series about to underperform.
The performance of speculative investments such as the Series is
unpredictable, and any attempt to time exchanges between different Series of
the


                                      25



Platform is likely to result in losses over time. The prospects for, as well
as the Net Asset Value per Unit of, a Series of the Platform into which a
Member exchanges may change materially between the time that an irrevocable
decision to exchange must be made and the time that such Units are acquired in
the exchange. Any accrued Performance Fees will be paid when a Member
exchanges out of any such Series.

Mandatory Redemptions

The Sponsor may cause the Series to redeem part or all of the Units held by
any particular Member if the Sponsor determines that (a) such Member's
continued holding of Units could result in adverse consequences to the
Platform, the Series or the Trading Fund, (b) such Member's investment in the
Units, or aggregate investment in the Platform, is below the minimum level
established by the Sponsor (including any increase in such minimum level that
the Sponsor may implement in the future), or (c) for any other reason.
Mandatory redemption of a Member's Units could occur before such Units have
had a realistic chance of being profitable.

Cross-Series Liability Risk

Different Series of the Platform are permitted to trade with different trading
methods including various degrees of leverage, thereby creating the
possibility that losses attributable to one Series of the Platform could
exceed its assets, thereby causing Members of other Series to be subject to
losses. The Sponsor views cross-Series liability as a remote risk due to the
fact that each Series of the Platform should be viewed as a separate legal
entity and will invest in a separate Trading Fund, but such risk cannot be
completely eliminated, and is a risk to which all Members must consent as a
condition of being admitted to the Series.

Trading Risks

Volatile Markets; Highly Leveraged Trading

Futures and forward trading is highly leveraged, and market price levels are
volatile and materially affected by unpredictable factors such as weather and
governmental intervention. The combination of leverage and volatility creates
a high degree of risk. Additionally, although the Trading Advisor may initiate
stop-loss orders on certain positions to limit downside exposure, there can be
no assurance that any such stop-loss order will be executed at the desired
price or time.

Importance of General Market Conditions

Overall market or economic conditions -- which neither the Sponsor nor the
Trading Advisor can predict or control -- have a material effect on the
performance of any managed futures strategy. Furthermore, such overall
conditions can adversely affect the performance of the Trading Advisor at or
about the same time as they adversely affect other Trading Advisors on the
Platform, despite implementing different and independent strategies.


                                      26



No Assurance of Non-Correlation; Limited Value of Non-Correlation Even if
Achieved

Not only is the past performance of the Trading Advisor not necessarily
indicative of its future results (due to the speculative character of managed
futures), but also there can be no assurance that the Series' results will be
non-correlated with (i.e., unrelated to) the general stock and bond markets.
If the Series' performance is not non-correlated to these markets, the Series
cannot help diversify an overall portfolio.

Investors should evaluate an investment in the Series in terms of the
alternative of an investment in a cash equivalent, such as 91-day Treasury
bills, which can be relied upon to (i) be generally non-correlated with equity
and debt price levels, (ii) generate a positive yield and cash flow, (iii) be
highly liquid, (iv) have almost no risk of loss of principal and (v) incur
virtually no costs or expenses.

Even if the Series' performance is generally both profitable and
non-correlated to the general stock and bond markets, there are highly likely
to be significant periods during which the Series' results are similar to
those of a Member's stock and bond holdings, thereby reducing or eliminating
the Series' diversification benefits. During unfavorable economic cycles, an
investment in the Series may increase rather than mitigate a portfolio's
aggregate losses.

Discretionary Strategies

The Trading Advisor may use discretionary rather than systematic traders. Such
traders may be prone to emotionalism and a lack of discipline in their
trading. Relying on subjective trading judgment may produce less consistent
results than those obtained by more systematic approaches.

Technical Analysis

The Trading Advisor may use technical analysis in employing its trading
program. Technical strategies rely on information intrinsic to the market
itself -- prices, price patterns, volume, volatility, etc. -- to determine
trades. These strategies can incur major losses when factors exogenous to the
markets themselves -- political events, natural catastrophes, acts of war or
terrorism, etc. -- dominate the markets.

Trend-Following Systems

The Trading Advisor may use trend-following systems in employing its trading
program. Trend-following trading systems anticipate that more than half of
their trades will be unprofitable and seek to achieve overall profitability by
substantial gains made on a limited number of positions. These strategies can
generally only be successful in markets in which strong price trends occur. In
stagnant markets in which such trends do not occur, or in "whipsaw markets" in
which apparent trends develop but then quickly reverse, trend-following
trading systems are likely to incur substantial losses.


                                      27



Fundamental Analysis

The Trading Advisor may use fundamental analysis in employing its trading
program. Fundamental analysis is premised on the assumption that markets are
not perfectly efficient, that informational advantages and mispricings do
occur and that econometric analysis can identify trading opportunities.
Fundamental analysis may incur substantial losses if such economic factors are
not correctly analyzed, not all relevant factors are identified and/or market
forces cause mispricings to continue despite the trader having correctly
identified such mispricings. Fundamental analysis may also be more subject to
human error and emotional factors than technical analysis.

Forward Trading

None of the CFTC, the NFA, futures exchanges or banking authorities currently
regulate forward trading. Because a principal portion of the Series' currency
trading will take place in the forward markets, prospective investors must
recognize that much of the Series' activity takes place in unregulated markets
rather than on futures exchanges subject to the jurisdiction of the CFTC or
other regulatory bodies. The Series' assets on deposit with the currency
forward counterparties with which the Series trades will not be protected by
the same segregation requirements imposed on CFTC-regulated commodity brokers
in respect of customer funds deposited with them. Although the Series will
deal only with major financial institutions as currency forward
counterparties, the insolvency or bankruptcy of a currency forward
counterparty could subject the Series to the loss of its entire deposit with
such counterparty. The forward markets are well established. However, it is
impossible to predict how, given certain unusual market scenarios, the
unregulated nature of these markets might affect the Series. In addition, the
prices offered for the same forward contract may vary significantly among
different forward market participants. Forward market counterparties are under
no obligation to enter into forward transactions with the Series, including
transactions through which the Series is attempting to liquidate open
positions.

Exchange of Futures for Physicals

The Trading Advisor may engage in "exchange of futures for physical" ("EFP")
transactions. An EFP permits positions to be established in the forward or
cash markets during off-hours when futures exchanges are closed or at prices
different from those prevailing on the exchange, which positions are then
exchanged for futures contracts. The pricing of EFPs may, accordingly, vary
from the pricing of exchange-traded futures, and additional transaction costs
are included in exchanging the forward or cash position for the equivalent
futures position.

Trade Execution Risk

The Trading Advisor may use executing brokers unaffiliated with UBS. In the
event of a trading error, the Series may have no effective remedy against such
executing brokers.


                                      28



Illiquid Markets

Certain positions held by the Series may become illiquid, preventing the
Trading Advisor from acquiring positions otherwise indicated by its strategy
or making it impossible for the Trading Advisor to close out positions against
which the market is moving.

Certain futures markets are subject to "daily price limits," restricting the
maximum amount by which the price of a particular contract can change during
any given trading day. Once a contract's price has moved "the limit," it may
be impossible or economically non-viable to execute trades in such contract.
From time to time, prices have moved "the limit" for a number of consecutive
days, making it impossible for traders against whose positions the market was
moving to prevent large losses.

Possible Effects of Speculative Position Limits

The CFTC and the United States commodities exchanges have established limits
referred to as "speculative position limits" on the maximum net long or net
short speculative positions that any person may hold or control in any
particular futures or options contracts traded on United States commodities
exchanges. All accounts owned or managed by the Trading Advisor will be
combined for position limit purposes. The Trading Advisor could be required to
liquidate positions held for the Series in order to comply with such limits.
Any such liquidation could result in substantial costs to the Series.

Trading on Non-U.S. Exchanges

The Trading Advisor will trade on futures exchanges outside the U.S. on behalf
of the Series. Trading on such exchanges is not regulated by any U.S.
government agency and may involve certain risks not applicable to trading on
U.S. exchanges. For example, some non-U.S. exchanges, in contrast to U.S.
exchanges, are "principals' markets" similar to the forward markets in which
performance is the responsibility only of the individual member with whom the
Series has entered into a futures contract and not of any exchange or clearing
corporation. In such cases, the Series will be subject to the risk of the
inability or refusal to perform with respect to the individual member with
whom the Series has entered into a futures contract. Trading on foreign
exchanges involves the additional risks of expropriation, burdensome or
confiscatory taxation, moratoriums, exchange or investment controls and
political or diplomatic disruptions, each of which might materially adversely
affect the Series' trading activities. In trading on foreign exchanges, the
Series also will be subject to the risk of changes in the exchange rates
between the U.S. dollar and the currencies in which the foreign contracts are
settled. In addition, the U.S. tax treatment of foreign futures trading is
adverse compared to the tax treatment of U.S. futures trading.

Limits of Risk Disclosures

The futures and forward markets, the Trading Advisor's strategies and
prevailing economic conditions are continually changing. Furthermore, the
Trading Advisor's strategies are proprietary and confidential. The summary
list of risk factors contained herein may not reflect all the speculative
risks to which the Series may be subject. Prospective investors must be aware
that they may lose all or substantially all of their investment in the Series.


                                      29



Tax Risks

Members Are Taxed Every Year on Their Share of the Series' Profits -- Not Only
When They Redeem as Would Be the Case if They Held Stocks or Bonds

Members are taxed each year on their share of the Series' income and gains,
irrespective of whether they redeem any Units. Members will receive a Schedule
K-1 reflecting their share of the taxable gains and losses of the Series
during the preceding year.

All performance information included in the Confidential Disclosure Document
is presented on a pre-tax basis; the investors who experienced such
performance had to pay the related taxes from other sources. Over time, the
compounding effects of the annual taxation of the Series' income are material
to the economic consequences of investing in such Series. For example, a 10%
compound annual rate of return over five years would result in an initial
$10,000 investment compounding to $16,105. However, if one factors in a 30%
tax rate each year (the blended tax rate on many of the futures contracts
traded by the Series is currently 30%), the result would be $14,025.

The  Series' Trading Gains Taxed at Higher Capital Gains Rate

Members will be taxed on their share of any trading profits of the Series at
both short- and long-term capital gain rates depending on the mix of U.S.
exchange-traded contracts and non-U.S. contracts traded. These tax rates will
be determined irrespective of how long a Member holds Units. Consequently, the
tax rate on the Series' trading gains may be higher than those applicable to
other investments held by a Member for a comparable period.

Tax Could Be Due From Members on Their Share of the Series' Interest Income
Despite Overall Losses

Members may be required to pay tax on their allocable share of the Series'
interest income, even if the Series incurs overall losses. Trading losses can
only be used to offset trading gains and $3,000 of ordinary income (including
interest income) each year. Consequently, if a Member were allocated $5,000 of
interest income and $10,000 of net trading losses, such Member would owe tax
on $2,000 of interest income even though such investor would have a $5,000
loss for the year. The $7,000 capital loss would carry forward, but subject to
the same limitation on its deductibility against interest income.

"Investment Advisory Fees"

Members could be required by the Internal Revenue Service to treat the Trading
Advisor's Management and Performance Fees, as well as the Sponsor's and
Administrative Fees and certain other expenses of the Series, as "investment
advisory fees," which are subject to substantial restrictions on deductibility
for individual taxpayers.


                                      30



Tax Audit

There can be no assurance that the Platform's or the Series' tax returns will
not be audited by the Internal Revenue Service. If such an audit were to
result in an adjustment, Members could be required to pay back taxes, interest
and penalties.

Item 2: FINANCIAL INFORMATION

Not applicable.

Item 3: PROPERTIES

The Series does not own or use any physical properties in the conduct of its
business.

The Series' administrative office is the administrative offices of the Sponsor
(One North Wacker Drive, 31st Floor, Chicago, Illinois 60606).

The Series does not currently have any assets and will not have assets until
November 1, 2006.

Item 4: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

(a)  Security ownership of certain beneficial owners.

As of October 31, 2006, no person or "group" is known to be or have been the
beneficial owner of more than 5% of the Units.

(b)  Security ownership of management

As of October 31, 2006, the management and the principals of the Sponsor did
not own any Units, the Trading Advisor did not own any Units, and none of the
Sponsor, its management and principals or the Trading Advisor had the right to
acquire beneficial ownership of any Units.

(c)  Changes in Control

None.

Item 5: DIRECTORS AND EXECUTIVE OFFICERS

(a) and (b) Identification of directors and executive officers.

As a "segregated series" of a limited liability company, the Series itself has
no officers or directors and is managed by the Sponsor.

The following are the principal officers and managers of the Sponsor.

Pierre P. Burke. Mr. Burke is a Director of the Sponsor. He has over twenty
years' experience in the derivatives markets, working for UBS originally in
July 1997 in Toronto and since December 2000 as Vice President of Structured
Products, UBS Securities Canada Inc. In this


                                      31



role, he has been involved in the structuring of private and public
alternative investments, including managed futures. In June 1998 Mr. Burke
worked in a private partnership called Thales Alternative Investments Inc. in
the design and sale of a private alternative investment fund focused on a
multi-CTA and fund of fund hedge fund program. Mr. Burke worked for Royal Bank
of Canada for sixteen years beginning in November 1981 in Montreal and
Toronto, the majority of which was in fixed income derivatives where he had
several roles including head of sales. Mr. Burke holds a Master of Business
Administration from the University of Toronto and a Bachelor of Commerce from
Concordia University.

Julie M. DeMatteo. Ms. DeMatteo is President and Chief Executive Officer of
the Sponsor and a principal of the Sponsor. She has worked in the futures
industry for over twenty years in various capacities. Ms. DeMatteo has been
affiliated with the Sponsor since 2003, acting as counsel to the firm and most
recently overseeing its daily affairs. Prior to becoming directly affiliated
with the Sponsor, she served as Executive Director and Senior Counsel to the
UBS exchange traded derivatives business. In this capacity, she advised on the
structuring and operation of the Sponsor and provided counsel to the business
regarding its initiatives in the managed futures market. Prior to joining UBS
in 2000, Ms. DeMatteo was affiliated with ING (US) Securities, Futures and
Options, Inc. as Director of Legal and Compliance. Prior to that, Ms. DeMatteo
was employed by BA Futures, Inc. as General Counsel since 1991. In this
capacity, she advised on the offering of firm sponsored managed futures
products and focused on issues related to the CTA market and futures
regulation, generally. Prior to practicing law, Ms. DeMatteo, was employed in
accounting functions by both BA Futures, Inc. and Barnes and Co. She also was
employed as an auditor in the Office of Investigations and Audits by both the
Chicago Board of Trade and Chicago Mercantile Exchange. She holds a Bachelor
of Science in Accounting and Finance from Eastern Illinois University and a
Juris Doctorate from Loyola University College of Law.

Richard Meade. Mr. Meade is Chief Operating Officer of the Sponsor. He has
worked in the futures industry for over thirteen years in Europe and the U.S.
Mr. Meade has been affiliated with the Sponsor since 2003 acting in a business
development capacity and consultant on all aspects of managed futures
clearing. Prior to becoming directly affiliated with the Sponsor, he served as
North American Head of Client Relationship Management in UBS' Exchange Traded
Derivatives group. Prior to joining UBS in 2003, Mr. Meade was affiliated with
Goldman Sachs Futures as Vice President and Head of North American Client
Services. Before transferring to New York in 1996 with Goldman Sachs, Mr.
Meade worked on the development of their new clearing entity in London and
helped establish the Goldman Sachs Paris office. He had previously worked as
an English teacher in France and the French Caribbean before joining Goldman
Sachs in 1993. He holds a Bachelor of Arts in French and German from the
University of Nottingham, England.

Randall Otte. Mr. Otte is the Chief Administrative Officer of the Sponsor. Mr.
Otte has over 30 years experience in the financial services industry,
specifically in the futures and options markets. He has been with UBS since
2000, serving first as Director of the North American Client Services Group
and then Chicago Business Manager with the Exchange Traded Derivatives
business group. Before this assignment, Mr. Otte served for seventeen years as
COO for the Capital Markets Futures Group of PaineWebber (a predecessor firm
to UBS). Prior to UBS, Mr. Otte worked for the Chicago Board of Trade's Office
of Investigations and Audits,


                                      32



Financial Review Group. Mr. Otte received a B.S. in Economics and Business
Administration from Valparaiso University and a M.B.A. in Finance from
Northwestern University.

UBS AG. UBS AG was formed on June 29, 1998, when Union Bank of Switzerland
(founded 1862) and Swiss Bank Corporation (founded 1872) merged. UBS AG is
incorporated and domiciled in Switzerland and operates under Swiss Company Law
and Swiss Federal Banking Law as an Aktiengesellschaft, a corporation that has
issued shares of common stock to investors. UBS AG shares are listed on the
SWX Swiss Exchange (traded through its trading platform virt-x), on the New
York Stock Exchange and on the Tokyo Stock Exchange.

UBS USA Inc.  UBS USA Inc. is an affiliate of UBS AG.

The principals of the Trading Advisor and their business backgrounds are as
follows:

Martin Lueck, Research Director Products, co-founded the Trading Advisor in
1997, and has been an NFA-registered principal and associated person of the
Trading Advisor from October 1999 to the present. Mr. Lueck has also been
registered with NFA as a principal of the Trading Advisor's CTA subsidiary
Aspect Capital Inc. since October 2004 and as an associated person of Aspect
Capital Inc. since December 2004. From December 1995 to December 1997, Mr.
Lueck developed a publishing business. From February 1987, when Mr. Lueck
founded AHL together with Messrs. Adam and Harding, until September 1994, when
AHL was sold to Man Group plc, Mr. Lueck was with AHL. He initially focused on
trading system research before taking on responsibility for the further
development of the proprietary software language which provided the platform
for all of AHL's product engineering and implementation. During the period
from August 1989 to April 1996, Mr. Lueck was registered with NFA as a
principal and associated person of AHL. Mr. Lueck was a Director of Research
at Brockham Securities Limited, a London based CTA, from October 1984 to
February 1987 and an executive at Nomura International from January to October
1984. Mr. Lueck holds an M.A. in Physics from Oxford University.

Anthony Todd, Chief Executive Officer, is a co-founder of the Trading Advisor,
and has been an NFA-registered principal and associated person of the Trading
Advisor from October 1999 to the present. Before establishing the Trading
Advisor, Mr. Todd worked for five years (from March 1992 to October 1997) at
AHL initially as Director of Financial Engineering and Product Development,
before moving to Switzerland as Director of Marketing and Institutional Sales.
Prior to this role, Mr. Todd was a strategy consultant at Mars & Co., a Paris
based consultancy, from September 1990 to March 1992. From July 1989 to July
1990, Mr. Todd studied at INSEAD, Boulevard De Constance, in France, and from
1982 to June 1989 he was with UBS in London as Assistant Director in the
International Government Bond Group. Mr. Todd holds a B.A. in Physics from
Oxford University and an M.B.A. from INSEAD.

Robert Wakefield, Chief Operations Officer, joined the Trading Advisor in May
2000 having spent six years, from June 1993 until September 1999, working for
Tullett and Tokyo in London and New York on their institutional futures and
options sales desk, and then for ED&F Man International from September 1999 to
April 2000. His responsibilities were the building and servicing of a large,
high volume, institutional client base executing futures, exchange traded
options, bonds and equities. Mr. Wakefield has extensive experience in the
mechanics of


                                      33



financial markets and Automated Trading Platforms. Mr. Wakefield has been an
NFA-registered principal of the Trading Advisor from January 2004 to the
present.

Michael Adam, Chief Investor Officer, co-founded the Trading Advisor in 1997,
and has been an NFA-registered principal of the Trading Advisor from January
2004 to the present. In 1994, Mr. Adam co-founded a software company, called
Inventure, where he acted as Chairman until 1997, when he resigned to start
the Trading Advisor. Inventure provided the foreign exchange option evaluation
software, Fenics, and the trader analytical tool, Ranger, formerly developed
for Paul Tudor Jones. From 1993 to 1994, Mr. Adam was Managing Director of AHL
in London, which he co-founded with Martin Lueck and David Harding in February
1987. During the period from May 1989 to February 1995, Mr. Adam was
registered with NFA as a principal and associated person of AHL. From 1991 to
1993, Mr. Adam was Managing Director of Adam Harding & Lueck AG in
Switzerland, with responsibility for building its brokerage, execution and
administrative operations. Mr. Adam was a Director of Brockham Securities
Limited from July 1982 to February 1987, with particular responsibility for
the design and implementation of quantitative trading systems. Mr. Adam also
currently serves as a non-executive Director of GFInet, a leading derivatives
broker. Mr. Adam was awarded a scholarship to study Physics at Magdalen
College, Oxford.

Gavin Ferris, Chief Architect, joined the Trading Advisor in January 2006 and
heads up the creation of the Trading Advisor's next generation systematic
architecture. Prior to joining the Trading Advisor, from October 2003, he was
the Chief Executive Officer and co-founder of Crescent Technology Ltd, which
designs statistical trading systems for hedge funds. Between May 2003 and
October 2003 Mr. Ferris was the Chief Technology Officer for Crescent Asset
Management Ltd, an Econometric Software Development company with oversight of
all software development at the company. Between March 1997 and August 2003,
he was the Chief Technology Officer, co-founder and Board Director of
RadioScape, a world leader in digital signal processing. At RadioScape, Mr.
Ferris was responsible for the oversight of all software development and had a
significant role in developing key Intellectual Property. He held the position
of lead software engineer of the core technology group, heading up the
development of the Nile production management software system at DreamWorks
SKG Feature animation production from July 1995 to February 1997. Mr. Ferris
holds a 1st class degree and PhD from Cambridge University.

(c) Identification of certain significant employees

None.

(d) Family relationships

None.

(e) Business experience

See Item 5 (a) and (b) above.


                                      34



(g) Involvement in certain legal proceedings

None.

(h) Promoters and control persons

Not applicable.

Item 6: EXECUTIVE COMPENSATION

The officers of the Sponsor are remunerated by UBS in their respective
positions. The Series does not itself have any officers, directors or
employees. As described in Item 1(c) above, the Series pays the Sponsor, the
Trading Advisor and others various forms of compensation for the services
performed for the Series described above. The officers receive no "other
compensation" from the Series. There are no compensation plans or arrangements
relating to a change in control of either the Series, the Platform or the
Sponsor.

Item 7: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

(a)  Transactions Between UBS and the Platform or the Series

Certain of the service providers to the Platform and the Series, other than
the Trading Advisor, the Administrator, the Series' independent auditors and
outside counsel to the Sponsor, are affiliates of UBS, including the exclusive
Clearing Broker for the Series. The Sponsor has negotiated with the Trading
Advisor regarding the level of its advisory fees and certain other terms of
its advisory agreement. However, none of the fees paid by the Series to any
UBS party will be negotiated, and they may be higher than would have been
obtained in arm's-length bargaining.

The Series pays UBS substantial brokerage commissions as well as bid-ask
spreads on forward currency trades. The Series also pays the Clearing Broker
interest on short-term loans extended by the Clearing Broker to cover losses
on foreign currency positions, and UBS retains certain economic benefits from
possession of the Series' capital.
See "Interest Income Arrangements."

In the case of EFP transactions with the F/X dealer, UBS recognizes certain
incremental profits from the "differential" at which the Series' cash currency
positions are exchanged for futures.

Certain entities in the UBS organization are the beneficiaries of certain of
the revenues generated from the Series. The Sponsor controls the management of
the Series and serves as its sponsor. Although the Sponsor will not sell any
assets, directly or indirectly, to the Series, affiliates of the Sponsor will
make substantial profits from the Series due to the foregoing revenues.

No loans have been, are or will be outstanding between the Sponsor or any of
its principals and the Series.


                                      35



(b)  Certain Business Relationships

See Item 1(c) "Narrative Description of Business -- Financial Terms" for a
discussion of other business dealings between the Sponsor and the Platform or
the Series.

(c)  Indebtedness Of Management

The Series is prohibited from making any loans to management.

(d)  Not applicable.

Item 8: LEGAL PROCEEDINGS

There have been no administrative, civil or criminal actions, whether pending
or concluded, against the Sponsor or any of its individual principals during
the past five years which would be considered "material" as that term is used
in Item 103 of Regulation S-K, except as described below.

There have been no administrative, civil or criminal actions, whether pending
or concluded, against the Clearing Broker or any of its individual principals
during the past five years which would be considered "material" as that term
is defined in Section 4.24(l)(2) of the Regulations of the CFTC, except as may
be described below.

The Clearing Broker was involved in the 2003 Global Research Analyst
Settlement. This settlement is part of the global settlement that the Clearing
Broker and nine other firms have reached with the SEC, NASD, New York Stock
Exchange ("NYSE") and various state regulators. As part of the settlement, the
Clearing Broker has agreed to pay $80,000,000 divided among retrospective
relief, procurement of independent research and investor education. The
Clearing Broker has also undertaken to adopt enhanced policies and procedures
reasonably designed to address potential conflicts of interest arising from
research practices.

Further, the Clearing Broker, like most large, full service investment banks
and broker-dealers, receives inquiries and is sometimes involved in
investigations by the SEC, NYSE and various other regulatory organizations and
government agencies. The Clearing Broker fully cooperates with the authorities
in all such requests. The Clearing Broker regularly reports to the SEC on Form
B-D investigations that result in orders. These reports are publicly
available.

The Clearing Broker will act only as clearing broker for the Series and as
such will be paid commissions for executing and clearing trades on behalf of
the Series. The Clearing Broker has not passed upon the adequacy or accuracy
of this registration statement. The Clearing Broker neither will act in any
supervisory capacity with respect to the Sponsor nor participate in the
management of the Sponsor or the Series.


                                      36



Item 9: MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS.

(a)  Market information

There is no trading market for the Units, and none is likely to develop. No
Member may assign, encumber, pledge, hypothecate or otherwise transfer
(collectively, "Transfer") any of such Member's Units without the consent of
the Sponsor, and any such Transfer of Units, whether voluntary, involuntary or
by operation of law, to which the Sponsor does not consent shall result in the
Units so Transferred being mandatorily redeemed as of the end of the month
during which such purported Transfer occurred; provided, however, that a
Member may Transfer the economic benefits of ownership of its Units without
regard to such consent.

(b)  Holders

As of October 31, 2006, there were no holders of Units.

(c)  Dividends

The Sponsor has sole discretion in determining what distributions, if any, the
Series will make to Members.

(d)  Not applicable.

Item 10: RECENT SALES OF UNREGISTERED SECURITIES

Not applicable.

Item 11: DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.

The securities to be registered consist of Units of Limited Liability Company
Interests of the Series.

The Operating Agreement effectively gives the Sponsor, as Sponsor, full
control over the management of the Platform and the Series. Members have no
voice in their operations. In addition, the Sponsor in its operation of the
Platform and the Series is specifically authorized to engage in the
transactions described herein (including those involving Affiliates of the
Sponsor), and is exculpated and indemnified by the Platform and the Series
against claims sustained in connection with the Platform and the Series,
provided that such claims were not the result of the Sponsor's willful
misfeasance, bad faith or gross negligence.

Although Members have no right to participate in the control or management of
the Platform and the Series, they are entitled to: (i) vote on or approve
certain changes to the Operating Agreement; (ii) remove the Sponsor, (iii)
receive annual audited financial statements, monthly information as the CFTC
requires and timely tax information; (iv) inspect the Series' books and
records; and (v) redeem Units.


                                      37



Members participating in the Series may inspect the books of account of the
Series during normal business hours at the office of the Series, and upon at
least ten business days' prior notice, for any valid, non-commercial,
equitable purposes relating to such Member's status as a Member or as required
by law. Members' inspection rights will not include the right to copy any
books or records, will be limited to the financial ledgers of the Series in
which such Members participate or information relating to the Series in which
the Member does not participate, and shall specifically not include the right
to inspect: (i) trading records; (ii) the Platform's, the Series' or the
Trading Fund's portfolio at any point in time; (iii) proprietary information
relating to the strategies implemented by the Sponsor or any Affiliate thereof
on behalf of the Series; or (iv) the names or other identifying features of
other Members.

The Operating Agreement provides for the economic and tax allocations of the
Platform's profit and loss. Economic allocations are based on Members' Units,
and the tax allocations generally attempt to equalize tax and capital accounts
by, for example, making a priority allocation of taxable income to Members who
redeem at a profit.

The Sponsor may make certain amendments to the Operating Agreement without the
need of obtaining Members' consent including, but not limited to, in any
manner that does not materially adversely affect the rights of the Members as
a whole. These amendments can also be for clarification of inaccuracies or
ambiguities, to avoid certain events as set forth in the Operating Agreement
or to include any other changes the Sponsor deems advisable in order to comply
with the law or the Operating Agreement.

     (a)(1)(i) Dividend Rights. The Sponsor does not intend to make any
distributions. Consequently, Members must either redeem Units or pay the taxes
attributable to their investment in the Series from other sources.

     (ii) Not applicable.

     (iii) Not applicable.

     (iv) Redemption Provisions. Units may be redeemed as of the end of any
calendar month (each, a "Redemption Date") at the Net Asset Value per Unit at
such Redemption Date. Redemption requests must be submitted on or prior to the
15th day of the calendar month of such Redemption Date or the following
business day. The Sponsor may permit redemptions at other times and on shorter
notice.

The Net Asset Value of redeemed Units is determined as of the Redemption Date
for purposes of determining the redemption proceeds due to Members. Members
will remain subject to fluctuations in such Net Asset Value during the period
between submission of their redemption requests and the applicable Redemption
Date. The Net Asset Value of Units on the designated Redemption Date may
differ materially from the Net Asset Value of such Units as of the date on
which an irrevocable redemption request must be submitted.

When Units are redeemed (or exchanged), any accrued fees (including
Performance Fees) and brokerage commissions reduce the redemption proceeds
paid to Members.


                                      38



The Sponsor may cause the Series to mandatorily redeem part or all of the
Units held by any particular Member. Redemption proceeds generally will be
distributed on the 15th day of the calendar month following a Redemption Date,
although there can be no assurance as to the timing of such payments. All
redemption proceeds will be paid in cash. The Sponsor may suspend the
calculation of the Net Asset Value of the Series' Units during any period for
which the Sponsor is unable to value a material portion of the corresponding
Trading Fund's positions. If the calculation of Net Asset Value is suspended,
redemptions will be suspended as well. Redemptions also may be suspended if
the Sponsor believes that not suspending redemptions would be materially
adverse to the continuing Members. The Sponsor will give notice of any such
suspension to all Members in the Series.

     (v) Voting Rights. None of the Units carry any voting rights. However,
the owners of the Units do have the power to approve an amendment to the
Operating Agreement, with the consent of the Sponsor, by obtaining consent of
more than fifty percent of the aggregate value of the Units then owned by the
Members as described in the Operating Agreement. Members of the Series also
may vote to remove the Sponsor as set forth in the Operating Agreement.

     (vi) Not applicable.

     (vii) Liquidation Rights. Upon the occurrence of an event causing the
dissolution of the Series or the Platform, payment of creditors and
distribution of the Series' or the Platform's assets will be effected as soon
as practicable in accordance with the Delaware Limited Liability Company Act.
In such event, each Member will share in the assets of the Series or the
Platform pro rata in accordance with its or his respective Units therein, less
any amount owing by such Member to the Series or the Platform.

     (viii) Not applicable.

     (ix) Liability Imposed on the Stockholders. Except as otherwise provided
by law, liability of Members for the liabilities of the Platform is limited to
the capital contribution of the Member plus its or his share of undistributed
profits and assets, if any, including any obligation under law to return to
the Platform distributions and returns of contributions.

     (x) Restriction on Alienability. Units are subject to restriction on
alienability. No Member Transfer any of such Member's Units without the
consent of the Sponsor, and any such Transfer of Units, whether voluntary,
involuntary or by operation of law, to which the Sponsor does not consent
shall result in the Units so Transferred being mandatorily redeemed as of the
end of the month during which such purported Transfer occurred; provided,
however, that a Member may Transfer the economic benefits of ownership of its
Units without regard to such consent.

     (xi) Not applicable.

     (a)(2) Not applicable.

     (a)(3) Not applicable.

     (a)(4) Not applicable.


                                      39



     (a)(5) Not applicable.

     (b) Not applicable.

     (c) Not applicable.

     (d) Other Securities. Securities to be registered consist of Units of
Limited Liability Company Interest of the Series.

     (e) Not applicable.

     (f) Not applicable.

Item 12: INDEMNIFICATION OF DIRECTORS AND EXECUTIVE OFFICERS

The Operating Agreement provides that the Sponsor and its Affiliates (each of
the Sponsor and its Affiliates, an "Indemnified Party"), shall have no
liability to the Platform or to any Member, and shall be indemnified by the
Platform against, any loss, liability, claim, damage or expense (including the
reasonable cost of investigating or defending any alleged loss, liability,
claim, damage or expense and reasonable counsel fees incurred in connection
therewith), as incurred, arising in connection with any action or inaction of
an Indemnified Party, provided, however, that in no case is the foregoing
exculpation and indemnity to be deemed to protect an Indemnified Party against
any liability to the Platform or any Member to which an Indemnified Party
would otherwise be subject by reason of willful misfeasance, bad faith or
gross negligence in the performance of their duties or by reason of the
reckless disregard of their obligations and duties under the Operating
Agreement.

The Platform shall not bear the cost of that portion of any insurance which
insures any party against any liability the indemnification of which is herein
prohibited. The Platform will not advance to an Indemnified Party sums
necessary to pay legal expenses and other costs incurred as a result of any
legal action initiated against such Indemnified Party.

In no event shall any indemnification obligations of the Platform subject a
Member to any liability in excess of that contemplated by the Operating
Agreement.

In the event the Platform is made a party to any claim, dispute or litigation
or otherwise incurs any loss or expense as a result of or in connection with
any Member's activities, obligations or liabilities unrelated to the
Platform's business, such Member shall indemnify and reimburse the Platform
for all loss and expense incurred, including reasonable attorneys' fees.

The Limited Liability Company Operating Agreement for the Trading Fund
similarly indemnifies the Sponsor under the same standard of liability.

Item 13: FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The financial statements required by this item are not applicable.


                                      40



The supplementary financial information specified by Item 302 of Regulation
S-K is not applicable.

Item 14: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

Not applicable.

Item 15: FINANCIAL STATEMENTS AND EXHIBITS

(a)  Not applicable.

(b)  Exhibits.

     The following exhibits are filed herewith.




- ------------------------ ---------------------------------------------------------------------------------------------
    Exhibit Number       Description of Document
    --------------       -----------------------
- ------------------------ ---------------------------------------------------------------------------------------------
                      
          3.1            Certificate of Formation of UBS Managed Futures LLC
- ------------------------ ---------------------------------------------------------------------------------------------
          4.1            Limited Liability Company Operating Agreement of UBS Managed Futures LLC (including a form
                         Separate Series Agreement for the Series as Exhibit A thereto).
- ------------------------ ---------------------------------------------------------------------------------------------
         10.1            Form of Subscription Agreement.
- ------------------------ ---------------------------------------------------------------------------------------------




                                      41



SIGNATURES

     Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, as amended, the registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized.

Dated: October 31, 2006

                                    UBS MANAGED FUTURES LLC (ASPECT SERIES)

                                    By:  UBS Managed Fund Services Inc.
                                         Sponsor



                                    By:  _________________________________
                                    Name:  Julie DeMatteo
                                    Title: President and Chief Executive
                                           Officer


                                      42