Exhibit 10.2
November 28, 2006
UBS Financial Services Inc.,
UBS Managed Fund Services Inc.,
UBS Managed Futures LLC (Aspect Series),
UBS Managed Futures SPC, for the account of
UBS Managed Futures (Aspect Segregated Portfolio),
UBS Managed Futures (Aspect) LLC
c/o UBS Managed Fund Services Inc.
One North Wacker Drive
31st Floor
Chicago, Illinois 60606
RE: Offering of Units of Limited Liability Company Interest in UBS Managed
Futures LLC (Aspect Series) and Redeemable Participating Shares in UBS Managed
Futures (Aspect Segregated Portfolio)
Aspect Capital Limited:
This letter (this "Letter Agreement"), together with the UBS Managed Futures
Platform Advisory Agreement (the "Advisory Agreement") executed and delivered
as of September 25, 2006, confirms our mutual understanding regarding the
proposed formation of: (i) UBS Managed Futures LLC (Aspect Series) (the
"Onshore Series"), established under the law of the State of Delaware as a
"segregated series" of UBS Managed Futures LLC (the "U.S. Platform"), a
Delaware series limited liability company; (ii) UBS Managed Futures (Aspect
Segregated Portfolio) (the "Offshore Series"), a "segregated portfolio" of UBS
Managed Futures SPC (the "Offshore Platform"), a Cayman Islands exempted
segregated portfolio company; and (iii) UBS Managed Futures (Aspect) LLC (the
"Trading Fund"), a Delaware limited liability company into which the Onshore
Series (directly) and the Offshore Series (indirectly through the Onshore
Series) will each invest substantially all of their capital. The Onshore
Series, the Offshore Series and the Trading Fund are collectively referred to
herein as the "Series."
The Series will be sponsored (in reliance on the representations and
warranties set forth herein) and administered by UBS Managed Fund Services
Inc. (the "Sponsor"). The trading of the Series will be managed by the
undersigned (the "Trading Advisor") on a fully-discretionary basis and UBS
Financial Services Inc. and certain of its affiliates (collectively, the
"Selling Agent") will act as selling agent for the units of limited liability
company interest and redeemable participating shares (collectively,
"Interests") of the Series. For the avoidance of doubt, the Sponsor is forming
and marketing the Series specifically in order, and on the basis, that it be
managed by the Trading Advisor.
This Letter Agreement is given for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, and in entering into
this Letter Agreement the parties hereto intend to be legally bound.
Defined terms used herein and not otherwise defined shall have the meanings
set forth in the Advisory Agreement.
The Offering
1. The Selling Agent shall use reasonable efforts to distribute the Interests
privately. The Selling Agent shall act solely as an agent in attempting to
distribute the Interests and shall in no respect have any indemnity obligation
with respect to the Interests nor shall the Selling Agent in any respect be
deemed to have guaranteed that any minimum amount of Interests shall be sold.
2. The Trading Advisor hereby consents to the distribution of (a) the Series'
Confidential Disclosure Document, as supplemented and amended from time to
time (collectively, the "Memorandum"), as well as all other sales and
promotional material relating to the Series distributed by the Selling Agent
or the Sponsor with respect to the Series with the information therein with
respect to the Trading Advisor and related parties as approved by the Trading
Advisor, and (b) all other written information approved by the Trading Advisor
for distribution (collectively, the "Trading Advisor Information" and,
together with the Memorandum, the "Approved Trading Advisor Information"). The
Trading Advisor covenants: (c) to promptly inform the Sponsor of any material
changes to the Trading Advisor Information; (d) to maintain the Trading
Advisor's capability to manage the Series pursuant to the trading program and
strategy (the "Program") contemplated by the Memorandum (including, without
limitation, not accepting other accounts to be managed pursuant to the Program
if doing so would impair the Trading Advisor's ability to manage the Series
due to speculative position limits or otherwise); and (e) to cooperate with
the Selling Agent to the extent necessary for the Selling Agent to market the
Series as well as to perform ongoing due diligence relating to the Trading
Advisor.
The Selling Agent and Sponsor hereby each confirm that it shall only
disclose the Approved Trading Advisor Information to investors or potential
investors as part of its investor reporting with respect to the Series (for
the avoidance of doubt, any other information or sales and promotional
material shall not be disclosed to investors or potential investors unless the
Selling Agent or Sponsor has first obtained the prior written consent of the
Trading Advisor, such consent not to be unreasonably withheld or delayed).
When disclosing any Approved Trading Advisor Information to its investors, the
Selling Agent or the Sponsor shall inform each investor that the information
is confidential and has been prepared solely for such client's internal use,
and that under no circumstances should such information be shared with any
third party without the Sponsor's and/or Selling Agent's prior written
consent. The Selling Agent and Sponsor each acknowledge and agree that any
reports which contain the Approved Trading Advisor Information shall contain a
disclaimer to the effect that: (i) such report is being provided for
information purposes only and does not constitute an offer to sell, or a
solicitation of an offer to purchase any interests in any underlying pooled
vehicles or managers named therein; and (ii) such report is for use by
sophisticated and professional investors only who possess the appropriate
appetite for risk and, as such, is not suitable for private individuals.
3. The Trading Advisor hereby consents to the name "UBS Managed Futures LLC
(Aspect Series)" and "UBS Managed Futures (Aspect Segregated Portfolio)" as
the designated names of the Onshore Series and Offshore Series, respectively,
and "UBS Managed Futures (Aspect) LLC" as the designated name of the Trading
Fund; provided that the right to use such names shall end upon the termination
of this Letter Agreement and/or the Advisory Agreement.
4. The Trading Advisor acknowledges that the Series is one of the private
managed futures funds managed as part of the UBS Managed Futures Platform
established by the Sponsor and its affiliates, and that the processes used to
maintain such platform are the sole, proprietary, confidential and valuable
property of the Sponsor. The Trading Advisor further acknowledges that the
names "UBS Managed Futures LLC (Aspect
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Series)," "UBS Managed Futures (Aspect Segregated Portfolio)," "UBS Managed
Futures (Aspect) LLC" (subject to the terms above and excluding the "Aspect"
name), "UBS Managed Futures LLC," "UBS Managed Futures SPC" and "UBS" and any
derivative or logo or trademark or service mark or trade name associated
therewith are the valuable property of the Sponsor and its affiliates. The
Trading Advisor Parties shall have the right to use such name(s), derivatives,
logos, trademarks or service marks or trade names ("Brand Content") only with
the prior written approval of the Sponsor, in its sole discretion, except that
no such approval shall be required for the use of the "Aspect" name. Upon
termination of this Letter Agreement, the Trading Advisor Parties shall
forthwith cease to use any such Brand Content.
Compliance with Law
5. (a) The Selling Agent represents and agrees that it shall comply in all
material respects with all material applicable laws in connection with the
offer and sale of the Interests.
(b) The Sponsor represents and warrants that it shall comply in all
material respects with all material applicable laws in connection with the
Sponsor's sponsorship of the Series.
6. The Trading Advisor represents and warrants that it shall comply in all
material respects with all material applicable laws in performing its services
hereunder.
Indemnification
7. The Sponsor and UBS AG and each person affiliated with the Sponsor and UBS
AG and their respective officers, directors, controlling persons within the
meaning of Section 15 of Securities Act of 1933, as amended, employees,
partners and shareholders (each a "UBS Party") shall be indemnified by the
Trading Advisor against any direct 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) incurred by any UBS Party resulting from a demand,
claim, lawsuit or proceeding arising out of any untrue statement or omission
of a material fact (considered in light of the circumstances under which such
statement or omission was made) contained in or omitted from the Trading
Advisor Information, or arising out of a breach of the Trading Advisor's
representations, warranties and covenants herein.
The procedural aspects of the foregoing indemnity shall be as set forth
in the Advisory Agreement, mutatis mutandis.
Access to Information: Confidentiality
8. Upon the reasonable request of, and upon reasonable notice of not less than
three Business Days from, the Sponsor, the Trading Advisor shall permit the
Sponsor to review at the Trading Advisor's offices during normal business
hours such trading records as it reasonably may request for the purpose of
confirming that the Trading Fund has been treated equitably on an overall
basis with respect to advice rendered during the term of this Agreement by the
Trading Advisor in relation to other accounts managed by the Trading Advisor
pursuant to the Program (for the avoidance of doubt, the parties acknowledge
that the Sponsor may inspect, subject to such restrictions as the Trading
Advisor may reasonably deem necessary or advisable so as to preserve the
confidentiality of proprietary information and the identity of its clients:
(i) such trading records of the accounts managed by the Trading Advisor
pursuant to the Program and (ii) certain performance information of other
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accounts traded pursuant to the Program, during normal business hours as the
Sponsor reasonably may request; in each case provided, however, that the
Trading Advisor shall not be required by the foregoing to reveal any
information the disclosure of which would cause the Trading Advisor to breach
any other contractual confidentiality obligations to which the Trading Advisor
is subject). The Trading Advisor may, in its discretion, withhold from any
such report or inspection the identity of the client for whom any such account
is maintained, and in any event the Sponsor shall keep confidential all such
information obtained by it from the Trading Advisor.
9. Each party agrees that it shall hold in strict confidence and shall not
disclose to any third party or to any of its own employees other than on a
`need to know' basis any and all data and information obtained from another
party (unless such information is or becomes readily ascertainable from public
information or trade sources) and shall ensure that its officers, employees
and authorized representatives do not disclose such information to others
without the prior written consent (except in the case of audit) of the party
from whom it was obtained, except if disclosure is required by a regulatory
body or the Series' auditors, or in the opinion of counsel such disclosure is
required by law, and then only with as much prior written notice to the other
party as is practical under the circumstances. For the avoidance of doubt, the
Trading Advisor Parties shall not discuss the Series with any person other
than its attorneys, auditors and other advisors, including any members of the
press without the prior approval of the Sponsor.
10. The UBS Parties shall not distribute or circulate any sales literature or
promotional or other material that contains any reference to the Trading
Advisor Parties without the prior written approval of the Trading Advisor or
the relevant Trading Advisor Party, as appropriate (provided that additional
approval need not be obtained for reprinted materials that had received prior
approval unless the Trading Advisor notifies a UBS Party that such materials
are no longer approved).
11. No party shall use the name of any other party or its affiliates in any
publicity release or advertising without the prior written consent of such
party, which consent may be withheld in its sole discretion.
12. No Trading Advisor Party shall seek to market the Interests except in
conjunction with, and as agreed to by, the Sponsor.
Capacity
13. The Trading Advisor agrees to make its advisory services available to the
Series for up to at least US$250 million in net capital contributions to the
Series through the twelfth calendar month-end following the Initial Closing
Date of the Series, unless otherwise required by market conditions (as
reasonably determined by the Trading Advisor). The UBS Parties understand that
the Trading Advisor shall consider making additional investment capacity
available thereafter in its sole discretion.
Fee Arrangement
14. The Trading Advisor shall charge the Series a monthly Management Fee of 2%
of the Net Asset Value of the Trading Fund and a quarterly Performance Fee of
20% of the New Net Trading Profits generated by the Trading Advisor as set
forth in the Advisory Agreement. In order to defray the costs of UBS Financial
Services Inc. in marketing the Interests, the Trading Advisor shall pay UBS
Financial Services Inc. a monthly amount equal to 25% of the Management Fee
(equivalent to 50 basis points applying the current Management
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Fee) within 28 days of the end of each calendar month provided that the
Trading Advisor has actually received payment of the Management Fee from the
Trading Fund. For the avoidance of doubt, (i) any amounts paid by the Trading
Advisor to UBS Financial Services Inc. hereunder shall be deemed to be
inclusive of value added tax or any other taxes or charges analogous to value
added tax or otherwise that may be applicable; and (ii) any deferral by the
Trading Advisor of its portion of the Management Fee shall not affect its
obligation to UBS Financial Services Inc.
Clearing Costs and Other Fees
15. The Sponsor hereby agrees and shall use its reasonable best efforts, on an
ongoing basis, to: (i) monitor and review all brokerage arrangements; (ii)
compare the fees charged by UBS AG-affiliated brokers to market standards; and
(iii) assess the impact of brokerage expenses on the performance of the
Series.
General
16. The obligations of each party hereto to consummate the transactions
provided for herein are subject to all representations and warranties of the
other parties contained herein being true and correct in all material respects
as of the date hereof and as of the date of the transactions contemplated
hereby, as well as to all of the conditions set forth in the Advisory
Agreement.
17. For the avoidance of doubt, no provision of this Letter Agreement shall be
deemed to constitute a waiver of any person's rights or claims under any
federal or state securities laws.
18. The representations, warranties, covenants and indemnities set forth
herein shall survive any sale of Interests and any termination of this Letter
Agreement.
19. This Letter Agreement shall inure to the benefit of and be binding upon
the Selling Agent, the Trading Advisor Parties and the indemnified persons
hereof and each of their respective successors and assigns.
20. The governing law, counterparties, method of execution, rules of
interpretation, notice and other procedural provisions set forth in the
Advisory Agreement shall be equally applicable to this Letter Agreement.
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If the foregoing correctly embodies our mutual agreement relating
to the subject matter referred to herein, please execute and re-deliver to us
a copy of this Letter Agreement whereupon it shall become a binding agreement
among us.
Sincerely,
UBS MANAGED FUND SERVICES INC. UBS MANAGED FUTURES (ASPECT) LLC
By: /s/ Julie M. DeMatteo By: UBS Managed Fund Services Inc.
----------------------------
Name: Julie M. DeMatteo
Title: Executive Director By: /s/ Julie M. DeMatteo
----------------------------
Name: Julie M. DeMatteo
By: /s/ Richard Meade Title: Executive Director
----------------------------
Name: Richard Meade
Title: Director By: /s/ Richard Meade
----------------------------
Name: Richard Meade
Title: Director
UBS MANAGED FUTURES LLC (ASPECT SERIES) ASPECT CAPITAL LIMITED
By: UBS Managed Fund Services Inc. By: /s/ James Walker
-----------------------------
Name: James Walker
By: /s/ Julie M. DeMatteo Title: Chief Financial Officer
---------------------------------
Name: Julie M. DeMatteo
Title: Executive Director
By: /s/ Richard Meade
---------------------------------
Name: Richard Meade
Title: Director
UBS MANAGED FUTURES SPC, for the account
of UBS MANAGED FUTURES (ASPECT SEGREGATED
PORTFOLIO)
By: /s/ Julie M. DeMatteo
---------------------------------
Name: Julie M. DeMatteo
Title: Director
By: /s/ Richard Meade
---------------------------------
Name: Richard Meade
Title: Director
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Agreed and Accepted:
UBS FINANCIAL SERVICES INC.
By: /s/ Eric Brotman
--------------------------------
Name: Eric Brotman
Title: Director
cc: UBS Securities LLC
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