Exhibit 10.6
[LOGO OMITTED] UBS Wealth
Management
UBS Managed Futures LLC (Aspect Series)
Form of Subscription Agreement
Investors
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Please:
o Complete pages 3 and 4 and return the entire booklet to
your Financial Advisor.
o Only fully completed booklets (no faxes, no copies) will
be accepted.
o Do not tear out pages.
o Retain a copy for your files.
o Read Schedule I, the Series Agreement and the Privacy Notice
on pages 2 and 6-9.
Have you completed all sections on pages 3 and 4?
Financial Advisors/Branch Managers:
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o Complete page 5 of this booklet.
o This booklet and the prospective investor's CAI Statement of
net worth must be received by Alternative Investments US no
later than 7 full calendar days before the first day of the
month in which the investor plans to invest.
o Send completed booklet and CAI Statement
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(with appropriate supervisory signatures) to:
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UBS Financial Services Inc.
Alternative Investments US
1285 Avenue of the Americas
New York, NY 10019
Attn: Operations - 37th Floor
UBS Financial Services Inc.
Instructions for Completing the Subscription Agreement
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Prospective investors should read the Confidential Disclosure Document (Parts
One(A), One(B) and Two) and UBS Managed Futures LLC's Limited Liability
Company Agreement, as well as this booklet prior to subscribing.
Please complete pages 3 and 4 of the Subscription Agreement and promptly
return the entire booklet to your Financial Advisor. Retain a copy for your
files.
Please note that capitalized terms not otherwise defined herein have those
meanings ascribed to such terms in the Confidential Disclosure Document.
Please consult your Financial Advisor.
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A. Payment Information:
o Indicate payment amount.
o Provide your Brokerage Account Number.
o Be sure that the funds are drawn on an account that corresponds
exactly to the name of the investor.
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B. Investor Information:
o Include the investor's state of residence or principal place of
business and Social Security/Tax ID Number.
o Provide the investor's mailing address exactly as it should appear
on address labels.
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C. Investor Type:
Please indicate the applicable investor type - check only one box.
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D. Accredited Investor Representation:
Please read Schedule I on page 2 and check the appropriate box.
Generally, an "accredited investor" for the purpose of this Subscription
Agreement has a net worth in excess of $1 million for individuals
(together with spouse) or total assets in excess of $5 million for
entities.
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E. Investor Acknowledgement:
Please read the acknowledgement (Section E) carefully and initial (b)
and (d) on page 3.
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F. Foundations:
Investors that are "Foundations," as determinded by the Sponsor, should
read Section F and initial the space provided.
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G. Email Consent:
Please read Section G and, if you so choose, initial the space provided
to approve receipt of various materials in electronic form.
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H. Investor Signature:
Please sign the appropriate box on page 4.
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Private and Confidential 1
UBS Managed Futures LLC (Aspect Series)
Schedule I
Please refer to the representations below in order to complete Section D on
page 3.
ACCREDITED INVESTOR STATUS
The investor must certify that it is an accredited investor under Regulation D
meeting the net worth requirements (rather than the income requirements) (an
"accredited investor"). As used herein, "net worth" means the excess of total
assets at fair market value, including home, over total liabilities. For the
purpose of determining "net worth," the principal residence owned by an
individual shall be valued at either (A) cost, including the cost of
improvements, net of current encumbrances upon the property, or (B) the
appraised value of the property as determined by an institutional lender, net
of current encumbrances upon the property.
ACCREDITED INVESTOR STATUS
I. Individuals, Joint Tenants and IRAs
The investor, either individually or together with the investor's spouse, has
a net worth in excess of $1 million.
II. Trusts
(a) The trust has total assets in excess of $5 million, it was not formed for
the specific purpose of investing in the Series, and its investment in the
Series is directed by a person who has such knowledge and experience in
financial and business matters that he or she is capable of evaluating the
merits and risks of an investment in the Series.
(b) Each grantor of the trust has the power to revoke the trust and regain
title to the trust assets, and each grantor is an accredited investor.
(c) The trustee of the trust is a "bank" as defined in Section 3(a)(2) of the
Securities Act of 1933, as amended (the "Securities Act") or a savings and
loan association or other institution referred to in Section 3(a)(5)(A) of the
Securities Act.
III. Retirement Plans
(a) The plan has total assets in excess of $5 million.
(b) Each participant in the plan is an accredited investor.
(c) The plan is participant directed, with investment decisions made solely by
persons who are accredited investors.
(d) Investment decisions for the plan are made by a "plan fiduciary" as
defined in Section 3(21) of ERISA that is a bank, insurance company,
registered investment adviser or savings and loan association.
IV. Corporations, Partnerships, Limited Liability Companies and Other Entities
(a) The investor is a corporation, partnership, limited liability company,
Massachusetts or similar business trust, or an organization described in
Section 501(c)(3) of the Code, not formed for the specific purpose of
investing in the Series, with total assets in excess of $5 million.
(b) Each shareholder, partner, or other equity owner of the investor, as the
case might be, is an accredited investor.
(c) The investor is a "bank" as defined in Section 3(a)(2) of the Securities
Act or a "savings and loan association" or other institution referred to in
Section 3(a)(5)(a) of the Securities Act, whether acting in its individual or
fiduciary capacity.
(d) The investor is a "broker or dealer" registered pursuant to Section 15 of
the Securities Exchange Act of 1934, as amended.
(e) The investor is an "insurance company" as defined in Section 2(13) of the
Securities Act.
(f) The investor is an "investment company" registered under the Investment
Company Act of 1940, as amended (the "Investment Company Act.")
(g) The investor is a "small business investment company" licensed by the U.S.
Small Business Administration under Section (301)(c) or (d) of the Small
Business Investment Act of 1958, as amended.
(h) The investor is a "business development company" as defined in Section
2(a)(48) of the Investment Company Act or a "private business development
company" defined in Section 202(a)(22) of the Investment Advisers Act of 1940,
as amended.
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Private and Confidential 2
UBS Managed Futures LLC (Aspect Series
Subscription Agreement Return entire booklet - Do not tear out pages
Check only one box in each Sections C and D.
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A. UBS Managed Futures LLC (Aspect Series) Brokerage Account #: |_||_| |_||_||_||_||_| |_||_|
(Funds must be currently available)
Payment Amount: $________________________
(Note: Your account will also be debited for any placement fee, if charged.)
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B. Investor Information:
SSN/Tax ID #: |_||_||_| |_||_| |_||_||_||_| State: ____________________________ Phone: |_||_||_||_||_||_||_||_||_||_|
(Investor Residence/Principal
Place of Business)
Mr._______ Mrs._______ Ms.________ Miss_________ Dr.________ Other_________ Fax:|_||_||_||_||_||_||_||_||_||_|
Investor
Address: |_||_||_||_||_||_||_||_||_||_||_||_||_||_||_||_||_||_||_||_||_||_||_||_||_||_||_||_||_||_||_||_||_||_||_||_||_|
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Attention |_||_||_||_||_||_||_||_||_||_||_||_||_||_||_||_||_||_||_||_||_||_||_||_||_||_||_||_||_||_||_||_||_||_||_||_||_|
(Name): |_||_||_||_||_||_||_||_||_||_||_||_||_||_||_||_||_||_||_||_||_||_||_||_||_||_||_||_||_||_||_||_||_||_||_||_||_|
E-mail: |_||_||_||_||_||_||_||_||_||_||_||_||_||_||_||_||_||_||_||_||_||_||_||_||_||_||_||_||_||_||_||_||_||_||_||_||_|
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C. Investor Type: D. Accredited Investor Representation:
Check only one box. The investor is an "accredited investor" as described in
Schedule I [generally, net worth in excess of $1 million
for individuals (together with spouse) or total assets in
excess of $5 million for entities]. Please read Schedule I
on page 2 and check one appropriate box.
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|_| Individuals/Joint Accounts |_| (I)
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|_| IRAs |_| (I)
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|_| Revocable Trust |_| (II)a or |_| (II)b or |_| (II)c
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|_| Irrevocable Trust |_| (II)a or |_| (II)c
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|_| Participant Directed Retirement Plan |_| (III)c
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|_| Other Retirement Plans |_| (III)a or |_| (III)b or |_| (III)d
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|_| Corporations, Partnerships, Limited Liability |_| (IV)a or |_| (IV)b or |_| (IV)c or
Companies and Other Entities |_| (IV)d or |_| (IV)e or |_| (IV)f or
|_| (IV)g or |_| (IV)h
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E. Investor Acknowledgement: By signing below, the investor acknowledges, represents and agrees that:
(a) It has received, carefully read and will be bound by this Subscription Agreement (including pages 6-9) and the
Platform's Limited Liability Company Agreement (the "LLC Agreement") (collectively, the "Agreements"), including
the pre-dispute arbitration clause that appears in Section VI on page 8 hereof and in Section 8.14 of the LLC
Agreement, and agrees that signing below constitutes the execution and receipt of the Agreements.
(b) ____________ ____________ It has received a copy of the Confidential Disclosure Document (including Parts One(A),
Initial Initial One(B) and Two), has read it and understands it and is aware of the Series' limited
(If joint both investors provisions for transferability and redemption.
must initial)
(c) The execution of this Subscription Agreement authorizes UBS Financial Services Inc. or UBS International Inc.,
as applicable (the "Selling Agent"), to issue a check or wire funds in the amount of the investor's net
investment and the amount of the placement fee, if any, from the brokerage account specified above to an escrow account
established by the Series, in the case of the initial offering of the Series, or to the Series' account, in the case of
subsequent offerings, for the investor's net investment and to the Selling Agent in satisfaction of the investors
placement fee, if any.
(d) ____________ ____________ It is NOT (A) a non-resident alien or (B) a foreign corporation, foreign
Initial Initial partnership, foreign trust or foreign estate (as those terms are defined in
(If joint both investors the Internal Revenue Code of 1986, as amended, including income tax
must initial) regulations (the "Code") for purposes of U.S. federal income taxation. It
agrees to notify the Series within 60 days of the date that it becomes a
foreign person or entity. It further certifies that (i) its name, U.S. tax identification number, home address
(in the case of an individual) and business address (in the case of an entity), as they appear in your records,
are true and correct and (ii) it is not subject to backup withholding because it is exempt from backup
withholding or it has not been notified by the Internal Revenue Service that it is subject to backup withholding
as a result of a failure to report all interest or dividends. It understands that these certifications, which
are made under penalty of perjury, may be disclosed to the Internal Revenue Service by the Series or its agents and
that any false statement contained in this paragraph could be punished by fine and/or imprisonment.
(e) It confirms that with respect to the information maintained by the Selling Agent regarding the investor's
portfolio held at the Selling Agent, the investment objective and risk profile applicable to that portion of
such portfolio invested in the Series are, respectively, "capital appreciation" and "aggressive/speculative."
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Please continue on page 4.
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Private and Confidential 3
UBS Managed Futures LLC (Aspect Series)
Subscription Agreement
Return entire booklet -- Do not tear out pages
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F. Foundations:
____________ I am a "Foundation," as determined by the Sponsor, and I
Initial acknowledge and represent to the Series that:
o I am a "private foundation" within the meaning of the Code;
o I have received and reviewed a copy of the Confidential Disclosure
Document, including any discussion therein concerning the tax aspects
of investing in the Series;
o The Selling Agent has not provided me with any advice as to what may
or may not constitute an investment that could jeopardize the
carrying out of any of my exempt purposes;
o The Selling Agent has not provided me, and does not intend to provide
me, with any individualized tax or legal advice regarding an
investment in the Series; and
o The Selling Agent has encouraged me to contact my own financial or
tax advisor regarding any questions I may have about the impact of
the Code or other laws with respect to my proposed investment in the
Series.
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G. Email Consent:
By signing below, the investor represents and warrants that it consents
to the Platform, the Series, the Sponsor, the Trading Advisors or their
agents sending disclosure documents, offering materials, statements,
reports and other communications regarding the Series and the investor's
investment in the Series (including net asset value information and
subscription and redemption activity) in electronic form.
_______________ _________________
Initial Initial
(If joint both investors must initial)
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H. Investor Signatures:
Please sign in the appropriate box below.
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1. For Individuals, IRAs and Joint Accounts only:
(If joint both investors must initial)
_____________________________________________ _______________________________________________________________
Signature Date Additional Investor Signature (e.g., joint account) Date
_____________________________________________ _______________________________________________________________
Print Name Print Name of Additional Investor
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2. All Other Investors:
o For Entities (e.g., corporations, partnerships, limited liability companies), indicate Name of Entity, Date of Entity
Formation and Authorized Signatory.
o For Benefit Plans/Trusts, indicate names of all Trustees and Person(s) exercising investment discretion with respect to
Benefit Plan or Trust. If Plan is Participant Directed, Trustee(s) AND Participant must sign. If UBS Fiduciary Trust
Company is a corporate trustee, it may only execute upon the direction of the Named Fiduciary of the Plan.
_______________________________________________________________
Print Name of Entity/Plan or Trust Date of Entity Formation
(if applicable)
_____________________________________________________ _______________________________________________________________
By: Authorized Signatory Date Signature Date
_____________________________________________________ _______________________________________________________________
Print Name Title Print Name Title
_____________________________________________________ _______________________________________________________________
Signature Date Signature Date
_____________________________________________________ _______________________________________________________________
Print Name Title Print Name Title
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Make sure you have completed all applicable sections on pages 3 and 4.
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Private and Confidential 4
FOR FINANCIAL ADVISORS/BRANCH MANAGERS
This page must be completed and signed by the Financial Advisor and Branch
Manager.
The Financial Advisor must complete net worth and suitability documentation to
fulfill suitability obligations to the prospective investor. This entire
booklet and the prospective investor's Client Account Information ("CAI")
Statement of net worth must be received by Alternative Investments US no later
than 7 calendar days prior to the first day of the month in which the investor
plans to invest.
Please send completed booklet and CAI Statement (with appropriate supervisory
signatures) to:
UBS Financial Services Inc.
Alternative Investments US
1285 Avenue of the Americas
New York, New York 10019
Attn: Operations - 37th Floor.
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Investor Suitability:
With regard to the proposed investment of the aforementioned client in the
Series, I, as Financial Advisor to the client, by signing below, certify that
I have:
(1) informed the client of all pertinent facts relating to the liquidity and
transferability of the Units of the Series;
(2) reasonable grounds to believe (on the basis of information obtained from
the client concerning the client's age, investment objectives, investment
experience, income, net worth, financial situation and needs, other
investments and any other information known by me, including the attached
CAI Statement) that:
(a) an investment in the Series is suitable and appropriate for the client;
(b) the client meets all applicable minimum income, net worth, liquid
assets and other objective suitability standards;
(c) the client can reasonably benefit (including realizing any intended tax
benefit, if applicable) from the Series based on the client's financial
position, overall investment objectives and portfolio structure;
(d) the client can bear the economic risks of the investment in the Series;
(e) the client appears to have an understanding of:
(i) the fundamental risks of the Series (including that the client
may lose his or her entire investment);
(ii) the restrictions on the liquidity and transferability of the
Units of the Series;
(iii) the background and qualifications of the Sponsor and Trading
Advisor of the Series;
(iv) the tax consequences with respect to an investment in the Series;
and
(f) this investment in the Series does not exceed 10% of the client's net
worth on the CAI Statement.
Regarding Item 2(b) above, in the event that the client is an entity (such as
a trust or partnership) that does not itself meet the minimum investment
requirements (such as net worth); I have ascertained from the appropriate
parties (such as the client's trustee or general partner) that all of the
client's beneficial owners meet such requirements.
Print Name of Financial Advisor: Account #:
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Financial Advisor Signature: Placement Fee: % (0-2%; MUST BE COMPLETED)
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(Fee will be charged in addition to net investment.)
Date: (MUST BE COMPLETED)
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Note: The CAI Statement that accompanies this form must be Branch Code/FA #/Division:
dated before or the same day this application is signed. --------------------------------
Financial Advisors must reconcile the information listed on Financial Advisor Telephone #:
this Subscription Agreement with the client's account records, -----------------------------
including updating the client's net worth, objectives and any
other relevant information. Financial Advisor E-mail Address:
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Branch Manager Signature:
I certify that I have reviewed the completed Investor Suitability section
above, the Subscription Agreement and the CAI Statement, and I agree, based
upon the information known to me, with the Financial Advisor's determination
that the investment being subscribed for is suitable and appropriate for the
client.
Print Name of Branch Manager:_________________
(MUST BE COMPLETED)
Branch Manager Signature: ____________________ Date:___________________________
If the above named account is an IRA of Note: The CAI Statement that
the Selling Agent, then the Branch accompanies this form must be
Manager, as a result, also signs as the dated before or the same day this
custodian of the IRA and accepts and application is signed.
agrees to this subscription.
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Private and Confidential 5
Series Agreement
The undersigned (the "Undersigned") wishes to become an investor in one or
more segregated series (each a "Series") of UBS Managed Futures LLC (the
"Platform"), a Delaware limited liability company organized in such segregated
series, which invest substantially all of their assets in wholly-owned
subsidiaries or existing funds (each a "Trading Fund"; each Series into which
the Undersigned is subscribing and such Series' Trading Fund are collectively
referred to as the "Series," unless the context otherwise requires) and to
purchase units of limited liability company interest ("Units") in the
particular Series indicated herein upon the terms and conditions set forth
herein and in the Confidential Disclosure Document of the Platform as the same
may be updated or modified from time to time (including Parts One(A), One(B)
and Two, the "Memorandum"), and the Limited Liability Company Agreement of the
Platform and the Separate Series Agreement of the applicable Series, as the
same may be amended from time to time (collectively, the "LLC Agreement").
Terms not otherwise defined herein have the meanings attributed to them in the
Memorandum.
Accordingly, the Undersigned agrees as to each Series severally and not
jointly as follows:
I. APPLICATION FOR UNITS
(A) The Undersigned agrees to become an investor in the Series (an
"Investor"), and in connection therewith, subscribes for and agrees to
purchase Units in and to make a capital contribution (a "Capital
Contribution") to the Series. Payment in good funds for Units (the "Payment")
must be received 7 calendar days prior to the first day of the month in which
the Undersigned plans to invest (the "Closing Date"). The minimum initial
subscription is $10,000, including placement fees, if any. UBS Managed Fund
Services Inc. (the "Sponsor") may vary the minimum investment from time to
time. Payments for Units may not earn interest.
(B) The Undersigned understands and agrees that the Sponsor reserves the right
to reject this subscription for Units for any reason or no reason, in whole or
in part, and at any time prior to its acceptance. If the subscription is
rejected, the Payment with or without interest, as applicable, will be
returned promptly to the Undersigned and this Series Agreement (the
"Agreement") shall have no force or effect. Upon acceptance of this
subscription by the Sponsor, the Undersigned shall become an Investor in the
Series.
II. REPRESENTATIONS AND COVENANTS
(A) If an individual, the Undersigned (including each individual of a joint
subscription) is at least 21 years old and is legally competent to execute and
deliver this Agreement and to comply with the terms of this Agreement, as well
as to discharge the Undersigned's obligations to the Series. If an entity
(e.g., a corporation, partnership, limited liability company or trust), the
Undersigned is duly authorized and qualified to become an Investor.
(B) The person executing and delivering the Agreement on behalf of the
subscription (the "Signatory"; the Undersigned and the Signatory to be
referred to collectively as the Undersigned, unless the context otherwise
requires) has been duly authorized by the Undersigned to do so. The
Undersigned has full right and power to comply with the terms of this
Agreement, as well as to discharge its obligations to the Series, including
under the LLC Agreement.
Entity Investors must confirm that they are authorized to invest in the
Series, which is a speculative, non-traditional investment. Many entity
Investors may not, in fact, be authorized -- pursuant to their charter
documents, investment policies or other applicable provisions -- to invest in
the Series.
(C) If the Undersigned is an entity, the Undersigned was not formed
for the specific purpose of investing in any one Series and no more
than 40% of its assets are invested in any one Series or in the
Platform as a whole. Investors in the Undersigned participate in
investments made by the Undersigned on a pro rata basis in accordance
with each such Investor's interest in the Undersigned (except as
necessary to comply with applicable laws or regulations).
(D) The Undersigned acknowledges that: (i) the transfer of the Undersigned's
Units is subject to restrictions in the LLC Agreement and requires the consent
of the Sponsor, which consent may be withheld in its sole discretion; provided
that, an Investor may assign or transfer the economic benefits of
ownership of its Units without regard to such consent; (ii) the Units may not
be transferred to any person that is not an "accredited investor" as that term
is used in Schedule I attached hereto; (iii) investments in the Series are
illiquid; (iv) no market exists for the Units, and none is expected to
develop; and (v) Units will not be listed on any exchange or otherwise
regularly traded.
(E) The Undersigned has received, carefully read and understands the LLC
Agreement and the Memorandum outlining, among other things, the organization
and investment objective and policies of, and the risks and expenses of an
investment in, the Series. The Undersigned acknowledges that in making a
decision to subscribe for Units, the Undersigned has relied solely upon the
Memorandum, the LLC Agreement and independent investigations made by the
Undersigned. The Undersigned's investment in the Units is consistent with the
investment purposes, objectives and cash flow requirements of the Undersigned
and will not adversely affect the Undersigned's overall need for
diversification and liquidity.
The Undersigned has been provided an opportunity to obtain any additional
information concerning the offering, the Series and all other information
to the extent the Series, the Sponsor, or UBS Financial Services Inc. or UBS
International Inc., and their affiliates (individually or collectively, as the
case may be, the "Selling Agent") possesses such information or can acquire
it without unreasonable effort or expense, and has been given the opportunity
to ask questions of, and receive answers from, the Sponsor or the Selling
Agent concerning the terms and conditions of the offering and other matters
pertaining to this investment. In making its decision to purchase the Units,
the Undersigned has relied solely upon its own independent investigations.
The Undersigned is not relying on the Series, the Sponsor or the Selling
Agent, or any other person or entity with respect to the legal, tax and other
economic considerations involved in this investment other than the
Undersigned's own advisers.
(F) The Undersigned has not reproduced, duplicated or delivered the
Memorandum, the LLC Agreement or this Agreement to any other person, except to
the Undersigned's professional advisers or as instructed by the Sponsor.
(G) The Undersigned has such knowledge and experience in financial and
business matters that the Undersigned is capable of evaluating the merits and
risks of the Undersigned's investment in the Series and is able to bear such
risks, and has obtained, in the Undersigned's judgment, sufficient information
from the Series or its authorized representatives to evaluate the merits and
risks of such investment. The Undersigned has evaluated the risks of investing
in the Series, understands there are substantial risks of loss incidental to
the purchase of Units, and has determined that the Units are a suitable
investment for the Undersigned.
(H) The Undersigned confirms that none of the Sponsor, the Series, the Selling
Agent or any associate, affiliate, representative or adviser of any of the
foregoing, guarantees the success of an investment in the Series or that
substantial losses will not be incurred on such investment.
(I) The Undersigned is aware of the limited provisions for transferability and
redemption from the Series and has read the relevant sections in the
Memorandum or the LLC Agreement. The Undersigned has no need for liquidity
in this investment, can afford a complete loss of the investment in the Units
and can afford to hold the investment for an indefinite period of time.
(J) The Undersigned is acquiring the Units for its own account, for investment
purposes only and not with a view toward distributing or reselling the Units
in whole or in part.
(K) The Undersigned understands the method of compensation under the LLC
Agreement between the Series and the Sponsor and the method of compensation
between the relevant Trading Advisor and Trading Fund, including the
Performance Fee and its risks, including that:
(1) The Performance Fee may create an incentive for the Trading Advisor to
cause the relevant Trading Fund to make investments that are riskier or more
speculative than would be the case in the absence of a Performance Fee; and
(2) The Trading Advisor may receive increased compensation since the
Performance Fee may be calculated on a basis which includes realized and
unrealized appreciation.
(L) If the Undersigned is a tax-exempt entity, the Undersigned acknowledges
that the Series may use leverage in connection with its trading activities and
that the Undersigned may incur income tax liability with respect to its share
of net profits from such leveraged transactions to the extent they are treated
as giving rise to "unrelated business taxable income" ("UBTI"). In addition,
if the Undersigned is an IRA, the Undersigned acknowledges that it may be
required to make payments, including estimated payments, and file an income
tax return for any taxable year in which it has UBTI. To file the return, it
may be necessary for the IRA to obtain an Employer Identification Number.
(M) If the Undersigned is an employee benefit plan as defined in and subject
to the Employee Retirement Income Security Act of 1974, as amended ("ERISA"),
or a plan as defined in and subject to Section 4975 of the Internal Revenue
Code of 1986, as amended (the "Code") (each a "Plan"), the fiduciary executing
this Agreement on behalf of the Plan (the "Fiduciary"), which in the case of
an IRA is the individual who established the Plan, represents and warrants to
each Series severally and not jointly that:
(1) The Fiduciary has considered the following with respect to the Plan's
investment in the Series and has determined that, in review of such
considerations, the purchase of the Units is consistent with the Fiduciary's
responsibilities under ERISA:
(a) The fiduciary investment standards under ERISA in the context of the
Plan's particular circumstances;
(b) The permissibility of an investment in the Series under the documents
governing the Plan and the Fiduciary; and
(c) The risks associated with an investment in the Series and the fact that
the Undersigned may be unable to redeem its Units. However, the Series may
redeem Units at certain times and under certain conditions set forth in the
Memorandum.
(2) The Fiduciary (a) is solely responsible for the decision to invest in the
Series; (b) is independent of the Series, the Sponsor, the Selling Agent, the
Trading Advisor, the Clearing Broker, the foreign exchange dealer, the
Financial Advisors facilitating the purchase and each of their affiliates; and
(c) is qualified to make such investment decision.
(3) None of the Sponsor, the Administrator, the Trading Advisor of the Series
of the Platform in which the Undersigned wishes to become an investor, the
Clearing Broker, UBS AG, any Financial Advisor facilitating this subscription,
any Selling Agent, any of their respective affiliates or any of their
respective agents or employees: (i) has investment discretion with respect to
the investment of assets of the Plan used to purchase Units; (ii) has
authority or responsibility to or regularly gives investment advice with
respect to the assets of the Plan used to purchase Units for a fee and
pursuant to an agreement or understanding that such advice will serve as a
primary basis for investment decisions with respect to the Plan and that such
advice will be based on the particular investment needs of the Plan; or (iii)
is an employer maintaining or contributing to the Plan.
(4) If UBS Fiduciary Trust Company is the corporate trustee of the Plan, the
Fiduciary has directed UBS Fiduciary Trust Company to execute this Agreement
and the Fiduciary agrees that all of the representations and covenants made
hereunder by the "Undersigned" apply solely to the Fiduciary and the Plan and
not to UBS Fiduciary Trust Company.
Private and Confidential 6
Series Agreement
(N) The Undersigned understands that:
(1) The Series and the Sponsor have no financial or operating history;
(2) No federal or state agency has passed upon the Units or made any findings
or determination as to fairness of this investment;
(3) The representations, warranties, agreements, undertakings and
acknowledgments made by the Undersigned in this Agreement will be relied upon
by the Series, the Sponsor and the Selling Agent in determining the
Undersigned's suitability as a purchaser of Units and the Series' compliance
with federal and state securities laws, and shall survive the Undersigned's
admission as an Investor;
(4) A placement fee of up to 2% of the Capital Contribution may be charged by
the Selling Agent in connection with this investment and only the net amount,
after deduction of the placement fee, will be invested in the Series;
(5) The Selling Agent's Financial Advisors receive compensation from the
Selling Agent, including compensation based upon assets under management, and
a portion of the placement fee, if applicable;
(6) The Selling Agent is not guaranteeing or assuming responsibility for the
operation or possible liabilities of the Sponsor, the Platform, any Series,
any Trading Advisor or any Trading Fund;
(7) The Sponsor is an indirect subsidiary of UBS AG, as well as an affiliate
of the Selling Agent. The Undersigned further understands that the Sponsor may
transfer its interest as Sponsor as described in the LLC Agreement; and
(8) As disclosed in the Memorandum, UBS Securities LLC, an affiliate of the
Sponsor, receives substantial brokerage commissions from the Trading Funds.
Such brokerage commissions were not negotiated at arm's-length.
(O) The Undersigned acknowledges and agrees to the investment of the Series'
cash as described under "Interest Income" in the Part One(A): UBS Managed
Futures LLC General Information of the Memorandum.
(P) The Undersigned acknowledges and understands that the Sponsor may make the
Schedule K-1s prepared for the Undersigned in connection with the
Undersigned's investments in the Series accessible to the Undersigned's
Financial Advisor, and consents to its Financial Advisor having access to the
Undersigned's Schedule K-1s.
(Q) If the Undersigned is an entity, the person executing and delivering this
Agreement on behalf of the Undersigned will furnish to the Series a true and
correct copy of any formation documents of the Undersigned, including all
amendments thereto.(1)
(R) All information which the Undersigned has provided to the Series, the
Sponsor or the Selling Agent concerning the Undersigned, the Undersigned's
status, financial position, knowledge and experience of financial, tax and
business matters, or, in the case of an Undersigned that is an entity, the
knowledge and experience of financial, tax and business matters of the person
making the investment decision on behalf of such entity, is correct and
complete as of the date set forth herein and if there should be any material
change in such information, the Undersigned will immediately notify the
Sponsor and the Selling Agent and furnish such revised or corrected
information to the Sponsor.
(S) The Undersigned understands that the value of the Units and redemptions
under the LLC Agreement, and the performance of the Series, may be based on
unaudited and, in some cases, estimated valuations of the Series' investments
and that any valuation provided in the Undersigned's account statement may be
an unaudited, estimated value.
(T) If the Undersigned is a foundation, as determined by the Sponsor, the
Undersigned acknowledges that its directors and officers have carefully
considered the Series in light of the Undersigned's investment policies,
objectives and risk tolerances. This includes a review of the Memorandum.
Effective as of the date hereof, the Undersigned's directors have voted
unanimously to make an allocation through the Series in the amount set forth
herein to managed futures. While the Sponsor, a Financial Advisor, the Selling
Agent or their affiliates may have introduced the Undersigned to the Series as
part of an overall investment recommendation, the directors of the Undersigned
recognize that they are acting as fiduciaries for the Undersigned in choosing
to make such an investment and thus bear ultimate responsibility for the
suitability of the decision. As such, the directors and officers of the
Undersigned acknowledge that they have considered the liquidity, transparency,
tax situation and other risks and considerations detailed in the Memorandum
and the LLC Agreement and concur that the allocation to managed futures
through the Series is a suitable investment decision for the Undersigned.
(U) The Undersigned agrees that the representations, warranties and agreements
contained in this Agreement shall be deemed to be repeated as of the date the
Undersigned purchases Units of any Series.
(V) The Undersigned agrees that the representations, warranties and agreements
contained in this Agreement, and all other information regarding the
Undersigned set forth herein and any or all other information which the
Undersigned discloses to his or her Financial Advisor, may be used as a
defense in any actions relating to the Series or the offering of its Units,
and that it is only on the basis of such representations, warranties,
agreements and other information that the Sponsor may be willing to accept the
Undersigned's subscription to the Series.
(W) The Undersigned's subscription monies were not derived from activities
that may contravene U.S. (federal or state) or international anti-money
laundering laws and regulations. The Undersigned is not (i) an individual,
entity or organization named on a United States Office of Foreign Assets
Control ("OFAC") "watch list" and does not have any affiliation with any kind
of such individual, (ii) a foreign shell bank, (iii) a person or entity
resident in or whose subscription funds are transferred from or through a
jurisdiction identified as non-cooperative by the Financial Action Task Force
or (iv) a senior foreign political figure,(2) an immediate family member(3) or
close associate(4) of a senior foreign political figure within the meaning of
the USA PATRIOT Act of 2001, as amended.(5) The Undersigned agrees to promptly
notify the Sponsor should it become aware of any change in the information set
forth in this representation. The Undersigned acknowledges that, by law, the
Sponsor may be obligated to "freeze the account" of the Undersigned, either by
prohibiting additional subscriptions, declining any redemption requests and/or
segregating the assets in the account in compliance with governmental
regulations, and the Sponsor may also be required to report such action and to
disclose the Undersigned's identity to OFAC. The Undersigned represents and
warrants that all of the information which it has provided to the Series in
connection with this Agreement is true and correct, and agrees to provide any
information the Sponsor or its agents deem necessary to comply with its
anti-money laundering program and related responsibilities from time to time.
If the Undersigned has indicated in this Agreement that it is an intermediary
subscribing in the Series as a record owner in its capacity as agent,
representative or nominee on behalf of one or more underlying investors
("Underlying Investors"), it agrees that the representations, warranties and
covenants are made by it on behalf of itself and the Underlying Investors.
III. GENERAL
(A) The Undersigned agrees to indemnify and hold harmless each Series in which
it invests (severally and not jointly), the Sponsor, each principal and
officer of the Sponsor, the Selling Agent, and each of their affiliates, and
each other person, if any, who controls, is controlled by, or is under common
control with, any of the foregoing, within the meaning of Section 15 of the
Securities Act of 1933, as amended (the "Securities Act"), against any and all
loss, liability, claim, damage and expense whatsoever (including all expenses
reasonably incurred in investigating, preparing or defending against any claim
whatsoever) arising out of or based upon (i) any false representation or
warranty made by the Undersigned, or breach or failure by the Undersigned to
comply with any covenant or agreement made by the Undersigned, in this
Agreement or in any other document furnished by the Undersigned to any of the
foregoing in connection with this transaction or (ii) any action for
securities law violations instituted by the Undersigned which is finally
resolved by judgment against the Undersigned.
(B) The Undersigned hereby appoints the Sponsor as its true and lawful
representative and attorney-in-fact, in its name, place and stead to make,
execute, sign, acknowledge, swear to and file:
(i) Any corporate certificate, business certificate, fictitious name
certificate, or amendment thereto, or other instrument or document of any kind
necessary or desirable to accomplish the business purpose and objective of the
Series or the Platform, or required by any applicable federal, state, local or
foreign law;
(ii) The LLC Agreement and any amendment duly approved as provided therein;
and
(iii) Any and all instruments, certificates and other documents which may be
deemed necessary or desirable to effect the winding-up and termination of the
Series or the Platform.
This power of attorney is coupled with an interest, is irrevocable, and shall
survive and shall not be affected by the subsequent death, disability,
incompetency, termination, bankruptcy, insolvency or dissolution of the
Undersigned; provided, however, that this power of attorney will terminate
upon the substitution of another Investor for all of the Undersigned's
investment in the Series or upon the withdrawal of the Undersigned from the
Series pursuant to any periodic redemption or otherwise. The Undersigned
hereby waives any and all defenses which may be available to contest, negate
or disaffirm the actions of the Sponsor taken in good faith under such power
of attorney.
(C) If any provision of this Agreement is invalid or unenforceable under any
applicable law, then such provision shall be deemed inoperative to the extent
that it may conflict therewith and shall be deemed modified to conform with
such applicable law. Any provision hereof which may be held invalid or
unenforceable under any applicable law shall not affect the validity or
enforceability of any other provisions hereof, and to this extent the
provisions hereof shall be severable.
(D) The Undersigned certifies that it is not required to be registered as a
futures commission merchant, introducing broker, commodity pool operator,
commodity trading advisor or leveraged transaction merchant nor is it an
investment pool required to be operated by a registered commodity pool
operator.(6)
(E) The Undersigned agrees that if it is a participant-directed defined
contribution plan, an employee benefit plan qualified under ERISA that is both
voluntary and contributory, or a "charitable remainder trust" within the
meaning of Section 664 of the Code, the Undersigned will contact the Sponsor
and will be required to provide additional documentation.
IV. TRUSTEE, AGENT, REPRESENTATIVE OR NOMINEE
If the Undersigned is acting as trustee, agent, representative or nominee for,
or will enter into a swap, structured note or other derivative instrument, the
return from which is based in whole or in part on the return of the Series (a
"Swap") with a third party (a "Third Party"), the Undersigned will notify the
Sponsor that it is acting in such capacity and the Undersigned understands and
acknowledges that the representations, warranties and agreements made herein
are made by the Undersigned (A) with respect to the Undersigned and (B) with
respect to the Third Party. The Undersigned further represents and warrants
that (i) it has all requisite power and authority from said Third Party to
execute and perform the obligations under this Agreement and (ii) with respect
to a Third Party entering into a Swap: (a) the Third Party is authorized under
its constituent documents and applicable law to enter into the Swap and would
also be so authorized to invest directly in the
Private and Confidential 7
Series Agreement
Series; (b) the Third Party has received and reviewed a copy of the Memorandum
and the LLC Agreement; (c) the Third Party acknowledges that the Series and
its affiliates are not responsible for the legality, suitability or tax
consequences of the Swap and that the Undersigned is not an agent of the
Series; and (d) the Third Party is an "eligible swap participant" under the
Commodity Futures Trading Commission rules, and an "accredited investor" as
that term is used herein. The Undersigned agrees to indemnify each Series in
which it invests (severally and not jointly), the Sponsor, the Selling Agent,
and each of their affiliates, and their officers and agents for any and all
costs, fees and expenses (including legal fees and disbursements) in
connection with any damages resulting from the Undersigned's or the Third
Party's misrepresentation or misstatement contained herein, or the
Undersigned's lack of proper authorization from the Third Party to enter into
this Agreement or perform the obligations hereunder. Nothing herein
constitutes an agreement or statement by the Series or Selling Agent as to the
legality of a Swap or the suitability of a Swap for the Third Party.
V. ADDITIONAL INFORMATION
The Sponsor or its agents may request from the Undersigned such additional
information as they may deem necessary to evaluate the eligibility of the
Undersigned to acquire Units, and may request from time to time such
information as they may deem necessary to determine the eligibility of the
Undersigned to hold Units or to enable the Sponsor to determine the Series'
compliance with applicable regulatory requirements or its tax status, and the
Undersigned agrees to provide such information as may reasonably be requested.
VI. DISPUTE RESOLUTION
The Undersigned, the Sponsor, the Selling Agent and the Series (the "Parties")
hereby agree that the Parties shall submit all controversies arising among
them in connection with the Series or its businesses or concerning any
transaction, dispute or the construction, performance or breach of this or any
other agreement, whether entered into prior to, on or subsequent to the date
hereof to arbitration in accordance with the provisions set forth below and
understand that:
Arbitration is final and binding on the Parties.
The Parties are waiving their rights to seek remedies in court, including the
right to jury trial.
Pre-arbitration discovery generally is more limited than and different from
court proceedings.
The arbitrator's award is not required to include factual findings or legal
reasoning, and a Party's right to appeal or to seek modification of rulings by
arbitrators is strictly limited.
A panel of arbitrators will typically include a minority of arbitrators who
were or are affiliated with the securities industry.
Controversies shall be determined by arbitration before, and only before, an
arbitration panel convened by The New York Stock Exchange, Inc. or the
National Association of Securities Dealers, Inc. The Parties may also select
any other national securities exchange's arbitration forum upon which the
Sponsor is legally required to arbitrate the controversy.
Such arbitration shall be governed by the rules of the organization convening
the panel. Judgment on any award of any such arbitration may be entered in the
Supreme Court of the State of New York or in any other court having
jurisdiction of the Party or Parties against whom such award is rendered. Each
Party agrees that the determination of the arbitrators shall be binding and
conclusive upon them. No Party shall bring a putative or certified class
action to arbitration, nor seek to enforce any pre-dispute arbitration
agreement against any Party who has initiated in court a putative class
action; or who is a member of a putative class who has not opted out of the
class with respect to any claims encompassed by the putative class action
unless and until: (A) the class certification is denied; or (B) the class is
decertified; or (C) the Party is excluded from the class by court. The
forbearance to enforce an agreement to arbitrate shall not constitute a waiver
of any rights under this Agreement except to the extent stated herein.
VII. MISCELLANEOUS
All information provided by the Undersigned in this Agreement will be treated
confidentially by the Series, the Sponsor and the Selling Agent. However, the
Series, the Sponsor or the Selling Agent may present this Agreement and the
information provided herein to such parties as deemed advisable if (A) called
upon to establish that the offer and sale of the Units is exempt from
registration under applicable law or (B) the information is relevant to an
issue in any action, suit or proceeding to which the Series, the Sponsor, the
Selling Agent or their affiliates are party or by which they are or may be
bound. The Undersigned understands that this Agreement and the
representations, warranties, agreements and other provisions hereof: (C) shall
be binding upon the Undersigned and the Undersigned's legal representatives,
successors and assigns and (D) shall survive the Undersigned's admission as an
Investor.
This Agreement may be executed through the use of separate signature pages or
in any number of counterparts. Each counterpart shall, for all purposes,
constitute one agreement binding on all the parties, notwithstanding that all
parties do not execute the same counterpart.
VIII. EACH SERIES A SEPARATE LEGAL ENTITY
The Series are legally segregated from each other such that under Delaware law
one Series is not liable for the obligations of any other Series. Each
reference to a Series in this Agreement shall reference such Series separately
and in no way shall be construed so as to implicate that a Series will be
liable for any obligation of any other Series or that the Platform shall be
liable for any such obligations.
IX. LEGENDS
IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION
OF THE SERIES AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS
INVOLVED. THE SERIES HAS NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE
SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING
AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THE
MEMORANDUM OR THE TRADING ADVISOR DESCRIPTIONS THEREIN. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
THE UNITS ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY
NOT BE TRANSFERRED OR RESOLD EXCEPT (A) WITH THE PRIOR WRITTEN CONSENT OF THE
SPONSOR; PROVIDED THAT AN INVESTOR MAY ASSIGN OR TRANSFER THE ECONOMIC
BENEFITS OF OWNERSHIP OF ITS UNITS WITHOUT REGARD TO SUCH CONSENT, (B) AS
PERMITTED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS
PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM AND (C) AS PERMITTED UNDER THE
INVESTMENT COMPANY ACT OF 1940, AS AMENDED. INVESTORS SHOULD BE AWARE THAT
THEY MAY BE REQUIRED TO BEAR THE RISKS OF AN INVESTMENT IN THE SERIES FOR AN
INDEFINITE PERIOD OF TIME.
THE INVESTOR (AND EACH EMPLOYEE, REPRESENTATIVE OR OTHER AGENT OF THE
INVESTOR) MAY DISCLOSE TO ANY AND ALL PERSONS, WITHOUT LIMITATION OF ANY KIND,
THE TAX TREATMENT AND TAX STRUCTURE OF THE TRANSACTION AND ALL MATERIALS OF
ANY KIND (INCLUDING OPINIONS OR OTHER TAX ANALYSES) THAT ARE PROVIDED TO THE
INVESTOR RELATING TO SUCH TAX TREATMENT AND TAX STRUCTURE.
GEORGIA INVESTORS. THE UNITS WILL BE SOLD IN RELIANCE ON THE EXEMPTION FROM
SECURITIES REGISTRATION CONTAINED IN PARAGRAPH 13 OF CODE SECTION 10-5-9 OF
THE GEORGIA SECURITIES ACT OF 1973, AND MAY NOT BE SOLD OR TRANSFERRED EXCEPT
IN A TRANSACTION WHICH IS EXEMPT FROM SUCH ACT OR PURSUANT TO AN EFFECTIVE
REGISTRATION UNDER SUCH ACT.
- -----------------
Notes:
(1) If the Undersigned is a municipality, it must furnish a copy of its
organizational documents, including any amendments thereto, and any statutes,
rules or regulations governing the investment activities of the municipality
to the Sponsor prior to investing in the Series.
(2) A "senior foreign political figure" is defined as a senior official in the
executive, legislative, administrative, military or judicial branches of a
non-U.S. government (whether elected or not), a senior official of a major
non-U.S. political party, or a senior executive of a non-U.S. government-owned
corporation. In addition, a "senior foreign political figure" includes any
corporation, business or other entity that has been formed by, or for the
benefit of, a senior foreign political figure.
(3) "Immediate family" of a senior foreign political figure typically includes
the figure's parents, siblings, spouse, children and in-laws.
(4) A "close associate" of a senior foreign political figure is a person who is
widely and publicly known to maintain an unusually close relationship with the
senior foreign political figure, and includes a person who is in a position to
conduct substantial domestic and international financial transactions on
behalf of the senior foreign political figure.
(5) The United States "Uniting and Strengthening America by Providing
Appropriate Tools Required to Intercept and Obstruct Terrorism Act of
2001", Pub. L. No. 107-56 (2001).
(6) If the Undersigned cannot make this certification, the Sponsor will ask the
Undersigned for confirmation regarding its registered status.
Private and Confidential 8
Privacy Notice
This notice describes the privacy policy of the segregated series of UBS
Managed Futures LLC (each a "Series"). Each Series is committed to protecting
the personal information that it collects about individuals who are
prospective, former or current investors. Each Series collects personal
information for business purposes to process requests and transactions and to
provide customer service. "Personal Information" is obtained from the
following sources:
o Subscription Agreements and other forms, which may include your name(s),
address, social security number or tax identification number;
o Written and electronic correspondence, including telephone contacts; and
o Transaction history, including information about Series' transactions
and balances in your accounts with UBS Financial Services Inc. or UBS
International Inc. or their affiliates or other Series' holdings and any
affiliation with UBS AG and its subsidiaries.
Each Series limits access to Personal Information to those employees who need
to know that information in order to process transactions and service
accounts. Employees are required to maintain and protect the confidentiality
of Personal Information. Each Series maintains physical, electronic and
procedural safeguards to protect Personal Information.
Each Series may share Personal Information described above with its affiliates
for business purposes, such as to facilitate the servicing of accounts. Each
Series may share the Personal Information described above for business
purposes with a non-affiliated third party only if the entity is under
contract to perform transaction processing, servicing or maintaining investor
accounts on behalf of such Series. Each Series may also disclose Personal
Information to regulatory authorities or otherwise as permitted by law.
Each Series endeavors to keep its customer files complete and accurate. Each
Series should be notified if any information needs to be corrected or updated.
[LOGO OMITTED] UBS Wealth
Management
(C)2006 UBS Financial Services Inc.
All Rights Reserved o Member SIPC
UBS Financial Services Inc. is a service mark of UBS AG.
www.ubs.com/financialservicesinc