UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------
FORM 10-K
---------
(Mark One)
|X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the Fiscal Year Ended December 31, 2006
or
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ____________ to
Commission file number: 000-52192
---------
UBS MANAGED FUTURES LLC (ASPECT SERIES)
(Exact name of registrant as specified in its charter)
---------
Delaware 03-0607985
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
c/o UBS MANAGED FUND SERVICES INC.
One North Wacker Drive
31st Floor
Chicago, Illinois 60606
(Address of Principal Executive Offices)
(877) 272-2613
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Units of Limited
Liability Company Interest
Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. Yes |_| No |X|
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. Yes |_| No |X|
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes |X| No |_|
Indicate by check mark if the disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. |_|
Indicate by check mark whether the Registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check
one):
Large accelerated filer |_| Accelerated filer |_| Non-accelerated filer |X|
Indicate by check mark whether the Registrant is a shell company (as defined
in Rule 12b-2 of the Securities Exchange Act of 1934). Yes |_| No |X|
State the aggregate market value of the voting and non-voting common equity
held by non-affiliates computed by reference to the price at which the common
equity was last sold, or the average bid and asked price of such common
equity, as of the last business day of the Registrant's most recently
completed second fiscal quarter. Not Applicable.
DOCUMENTS INCORPORATED BY REFERENCE
The Registrant's Financial Statements and Report of Independent Registered
Public Accounting Firm for the period ended December 31, 2006 is incorporated
by reference into Part II, Item 8, and Part IV hereof and included beginning
on page F-1 hereof.
- ------------------------------------------------------------------------------
ii
UBS MANAGED FUTURES LLC (ASPECT SERIES)
ANNUAL REPORT FOR 2006 ON FORM 10-K
Table of Contents
- -----------------
Page
----
PART I
------
Item 1. BUSINESS 1
--------
Item 1A. RISK FACTORS 7
------------
Item 2. PROPERTIES 18
----------
Item 3. LEGAL PROCEEDINGS 19
-----------------
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 19
---------------------------------------------------
PART II
-------
Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER 19
----------------------------------------------------------
MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
-------------------------------------------------
Item 6. SELECTED FINANCIAL DATA 20
-----------------------
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION 20
-----------------------------------------------------------
AND RESULTS OF OPERATIONS
-------------------------
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 20
----------------------------------------------------------
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 20
-------------------------------------------
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING 20
-----------------------------------------------------------
AND FINANCIAL DISCLOSURE
------------------------
Item 9A. CONTROLS AND PROCEDURES 20
-----------------------
Item 9B. OTHER INFORMATION 20
-----------------
PART III
--------
Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE 20
------------------------------------------------------
Item 11. EXECUTIVE COMPENSATION 22
----------------------
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 23
--------------------------------------------------------------
AND RELATED STOCKHOLDER MATTERS
-------------------------------
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR 23
------------------------------------------------------------
INDEPENDENCE
------------
Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES 23
--------------------------------------
PART IV
-------
Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES 24
------------------------------------------
INDEX TO FINANCIAL STATEMENTS F-1
- -----------------------------
ACKNOWLEDGMENT Ack-1
- --------------
SIGNATURES S-1
- ----------
iii
PART I
Item 1: Business
--------
(a) General Development of Business
-------------------------------
UBS Managed Futures LLC (Aspect Series) (the "Series") is a "segregated
series" of UBS Managed Futures LLC (the "Platform") that utilizes a
professional trading advisor, Aspect Capital Limited (the "Trading Advisor"),
to engage in the trading of commodity futures contracts, other commodity
interests, options and forward contracts. The Platform was formed on July 25,
2006 as a Delaware "series limited liability company." The Platform is being
sponsored by UBS Managed Fund Services Inc. (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 different series of limited liability company interest, each
managed by a different professional trading advisor. The Series is the only
series of the Platform currently being offered. Although it is intended that
other series of the Platform will be offered, there can be no assurance that
this will occur. Upon commencement of trading operations, substantially all of
the funds received by the Series from investors are expected to be invested in
UBS Managed Futures (Aspect) LLC (the "Trading Fund"). The Series filed a Form
10, under the Securities Exchange Act of 1934, as amended, with the Securities
and Exchange Commission to register its units of limited liability company
interest (the "Units"), which registration became effective October 17, 2006.
Units had not been sold and the Series had not commenced trading operations as
of December 31, 2006.
For convenience, the Sponsor and entities affiliated with it are sometimes
collectively referred to herein as "UBS."
(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. Financial information regarding the Series'
business is set forth in Item 6 "Selected Financial Data" and in the Series'
financial statements included beginning on page F-1 hereof.
(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. It is
currently anticipated that the Trading Advisor initially will trade futures
contracts in agricultural, energies, metals, bonds, interest rates, equity
indices and currencies. The Trading Advisor will trade these contracts on
commodity exchanges and via various over-the-counter derivatives instruments.
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 ("medium-term" generally
referring to a three- to five-year time period);
(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
1
(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 (such as value at risk limitations) 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 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. In other
words, the Program is not restricted in the volume of its trading or the time
frames in which it holds futures contracts. Positions are taken according to
the aggregate signal and are adjusted to control risk (the "aggregate signal"
being the overall recommendation that a certain trading position be taken, as
generated by the multiple automated systems employed by the Trading Advisor).
For example, the Trading Advisor may adjust a position in order to comply with
the Program's risk control parameters where the aggregate signal indicates
taking the position but the position, if not adjusted, would exceed the
Program's risk control parameters. 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 certain liquidity constraints such as
speculative position limits, market disruptions, etc.
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.
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. Investors in the
Series ("Members") are advised that the Trading Advisor retains the right to
develop and make changes to the Program. 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 accesses the Program through the Trading Fund. Derivative contracts
will usually be entered into between the Trading Fund and a broker or other
counterparty as principal (and not as agent). Accordingly, the Trading Fund is
exposed to the risk of loss in the event that the relevant broker or
counterparty fails to comply with
2
the terms of a derivative contract due to insolvency or other reasons. The
insolvency of a broker or any counterparty involved in a derivative
transaction with the Trading Fund may lead to the account's derivative
positions being liquidated or closed out without the Trading Fund's consent.
In certain circumstances, the Trading Fund may not get back the assets it
deposited as collateral and may have to accept any available payments in
accordance with applicable laws.
Custody of Assets
- -----------------
It is anticipated that a substantial amount of the Series' assets will be held
in customer accounts at UBS Securities LLC (the "Clearing Broker"), an
indirect, wholly-owned subsidiary of UBS AG and an affiliate of the Sponsor,
although they may be held at other affiliates of the Clearing Broker.
Only assets held to margin Commodity Futures Trading Commission
("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 customers. 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' insolvency.
It is anticipated that between 65% and 85% of the Series' capital will be held
in cash or cash equivalents at any given time.
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 commodity futures 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.
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) ("Net
Asset Value") 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. To the extent the
Clearing Broker is able to generate returns in excess of the Federal Funds
Rate less 0.50% on the Series' Cash Assets, such returns will be retained by
the Clearing Broker. Therefore, the Clearing Broker may retain 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, will lend certain currencies to, and holds certain non-U.S. currency
balances on behalf of the Series. If, for example, the Series needed to make a
margin deposit in Swiss Francs, the Clearing Broker would lend the Series the
Swiss Francs, charging a local short-term rate plus a spread of up to 1.0% per
annum (at current rates). Should the Series hold Swiss 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).
3
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 Swiss 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
Swiss Francs at the applicable clearinghouse.
Description of Current Charges
- ------------------------------
- -----------------------------------------------------------------------------
Nature of
Recipient Payment Amount of Payment
- -----------------------------------------------------------------------------
The Sponsor Sponsor's Fee The Sponsor will receive a flat-rate
(asset-based) monthly sponsor fee of 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
Fee for certain Members without entitling any
other Member to any such waiver or reduction.
If the Sponsor waives or reduces the
Sponsor's Fee for certain Members, it will do
so by issuing such Members additional Units
or by rebating a portion of the Sponsor's Fee
to such Members.
- -----------------------------------------------------------------------------
DPM Mellon, LLC Administrative For its performance of administrative
Fee services, DPM Mellon, LLC (the
"Administrator") will receive a monthly
administrative fee as to be determined by the
Sponsor and the Administrator up to 0.0167 of
1% of the Series' month-end Net Asset Value
(a 0.20% annual rate), subject to a monthly
minimum of $10,000 (the "Administrative
Fee").
- -----------------------------------------------------------------------------
The Clearing Brokerage The principal operating costs of the
Broker and UBS Commissions Series are the per side brokerage commissions
AG 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.
- -----------------------------------------------------------------------------
4
- -----------------------------------------------------------------------------
Nature of
Recipient Payment Amount of Payment
- -----------------------------------------------------------------------------
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 non-U.S. 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% and 3% per annum of the
Series' average month-end assets. "Average
month-end assets" shall mean the average
month-end Net Asset Value for the
then-current fiscal year.
- -----------------------------------------------------------------------------
UBS AG or Currency Many of the Series' currency trades will be
Other Currency (F/X) Dealer executed in the spot and forward non-U.S.
Dealers Spreads 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' non-U.S.
currency trades may be executed through UBS
AG, an affiliate of the Sponsor.
- -----------------------------------------------------------------------------
The Trading Management The "Management Fee" will equal 2% per annum
Advisor Fees (calculated and paid monthly) of the Net
(asset-based) Asset Value of the Series.
The Trading Advisor has agreed to share 0.50%
of the Management Fee with UBS Financial
Services Inc. ("UBS FS"), an affiliate of the
Sponsor.
- -----------------------------------------------------------------------------
The Trading Performance The "Performance Fee" will equal 20% of the
Advisor Fees New Net Trading Profits (as defined
hereinafter) 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
profits as of the end of any preceding
quarter (the "High Water Mark"). Performance
Fees do not, while losses do, reduce
cumulative net trading profits. New Net
Trading Profits do not include interest
income.
To the extent that any redemptions are made
from the Series, the High Water Mark is
proportionately reduced and a proportionate
Performance Fee paid (if accrued).
- -----------------------------------------------------------------------------
5
- -----------------------------------------------------------------------------
Nature of
Recipient Payment Amount of Payment
- -----------------------------------------------------------------------------
The Sponsor Organizational The Sponsor will advance expenses incurred in
and Initial connection with the organization of the
Offering Costs Platform and the Series and the initial
offering of the Units. The amount of such
costs as of December 31, 2006 are as set
forth in the financial statements included
beginning on page F-1 hereof, although they
could ultimately exceed this amount. The
Sponsor has already advanced a portion of the
Series' organizational and initial offering
costs, and the Series will reimburse the
Sponsor for these and any other such costs
from the proceeds of the initial issuance of
the Units, provided that the initial offering
is successful. 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 (for financial and performance
reporting purposes, however, organizational
costs will be expensed as incurred and
certain incremental costs specified by
generally accepted accounting principles that
are directly attributable to the offering of
Units will be charged against the gross
proceeds of the offering and the indirect
costs of such offering will be expensed as
incurred). The amortization of such costs
will reduce the Net Asset Value of the Units
for purposes of determining subscriptions,
redemptions and any fees based on the Units'
Net Asset Value. The Sponsor may, but is not
obligated to, accelerate such amortization
and/or refund any such advanced expenses if
the Sponsor believes that doing so would be
in the best interests of the Series.
- -----------------------------------------------------------------------------
The Member's Placement Fee Each Member or Member-related account is
Financial and Sales subject to an upfront, waivable placement fee
Advisor ,UBS Commission of 0%-2% (the "Placement Fee") of the
FS or UBS subscription price of the Units, which will
International be paid once by the relevant Member (not by
Inc. the Platform, the Series or the Sponsor) on
such Member's initial subscription to the
Series during any twelve month period. No
Placement Fee will be charged in connection
with an exchange.
The Placement Fee payable on such initial
subscription is deducted from the
subscription amount, so that a Member who
subscribes $10,000 for the Units will, after
a 2% 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.
The Sponsor may waive or reduce the Sales
Commission for certain Members without
entitling any other Member to any such waiver
or reduction.
- -----------------------------------------------------------------------------
6
- -----------------------------------------------------------------------------
Nature of
Recipient Payment Amount of Payment
- -----------------------------------------------------------------------------
Service Operating & The Series will pay its own operating costs,
Providers Ongoing including, without limitation: ongoing
Offering Costs offering expenses; execution and clearing
brokerage commissions (as described above);
forward and 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 the 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.
The ongoing offering expenses payable by the
Series are not expected to exceed $50,000 per
year.
- -----------------------------------------------------------------------------
Regulation
- ----------
The Sponsor and the Trading Advisor are registered with the CFTC as commodity
pool operators and commodity trading advisors ("CTAs") and are members of the
National Futures Association ("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 Platform
and the Series are generally not subject to regulation by the Securities and
Exchange Commission. The Trading Advisor is also regulated by the Financial
Service Authority of the United Kingdom.
(i) through (xii) - not applicable.
(xiii) the Series has no employees.
(d) Financial Information About Geographic Areas
--------------------------------------------
The Series does not engage in material operations in foreign countries, nor is
a material portion of the Series' revenue derived from customers in foreign
countries. The Series will trade on a number of U.S. and non-U.S. commodity
exchanges. The Series will not engage in the sales of goods or services.
Item 1A: 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' investment as of a specified future date.
7
No Performance History; Risk that Investment Objectives May Not Be Achieved
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 Exposes the Series to Risk of Fraud
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 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.
Increasing Competition in Non-Traditional Investment Industry Increases
Volatility and Decreases Liquidity
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 and 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 May Result in Decreased Returns
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. As of November 1, 2006, the Trading
Advisor was managing approximately $3.980 billion overall, including
approximately $3.062 billion in the Program.
Structural Risks
- ----------------
Substantial Charges Will Decrease Returns
The Series will be subject to substantial charges, including an upfront
Placement Fee of up to 2%, ongoing Sales Commissions of 2%, the Sponsor's Fee
of 0.25%, the Administrative Fee of up to 0.20% (note that this rate could be
higher in situations where the Series' Net Asset Value is low and the Series
is subject to the monthly minimum charge of the Administrator), the
Performance Fee of 20% of New Net Trading Profits, the Management Fee of 2%,
offering and operating costs estimated to be 0.50% and brokerage commissions
estimated to be 0.80%. All such charges are cited in per annum terms, although
they will be charged more frequently than annually, as otherwise set forth
herein. Additionally, all fees listed here are charged against the Net Asset
Value of the Units held by a Member, except in the case of the Performance
Fee, which is charged against the New Net Trading Profits attributed to such
Member's Units. 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. All of the fees and
expenses discussed herein, except the Performance Fee, are paid regardless of
profitability and, even once profits are earned, Members will be subject to
the Performance Fee in addition to the other fees and expenses.
8
Reliance on Single Trading Advisor Results in a Lack of Diversification
The Trading Advisor has trading authority over the Trading Fund, and the
Trading Fund is dependent upon the services of the Trading Advisor. The use of
a single trading advisor results in a lack of diversification and,
consequently, higher risk.
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, on one business day's written notice,
terminate the advisory agreement among the Trading Advisor, the Sponsor and
the Trading Fund (the "Advisory Agreement") with the Trading Advisor and
dissolve the Series (including for economic reasons relating to the small
capitalization of the Series).
Unavailability of Trading Advisor Principals Could Result in Poor Performance
for the Series
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.
Trading Error Risk
Trades may be placed or executed in error due to: (a) technical errors such as
coding or programming errors in software, hardware problems and inaccurate
pricing information provided by third parties and (b) execution errors such as
keystroke, typographic or inadvertent drafting errors. Many exchanges have
adopted "obvious error" rules that prevent the entry and execution of trades
more than a specified amount away from the current best bid and offer on the
exchange. However, such rules may not be in place on the exchanges where the
Trading Advisor trades on behalf of the Series and may not be enforced even if
in effect. Moreover, such rules likely would not prevent the entry and
execution of a trade entered close to the market price but at an erroneous
size. Each of the Trading Advisor's accounts, including the Series, will enjoy
the profits and bear the losses of any such trading errors; provided that the
Series does not bear such losses if the Trading Advisor has not acted pursuant
to the standard of liability set forth in the Advisory Agreement.
Limited Liquidity of Units; Risk of Net Asset Value Declining Before Effective
Date of Redemption
An investment in the Units cannot be immediately liquidated by a Member. Units
may generally be transferred only with the consent of the Sponsor (which it
does not generally intend to give), and no market for the Units will exist at
any time. A Member may redeem Units as of the last business day of any month
on approximately 15 days' prior written notice to the Series. Because
withdrawal notices must be submitted significantly in advance of the actual
redemption date, the value received upon redemption may differ materially from
the Units' value at the time a decision to redeem is made. Because redemptions
are only permitted at month-end, investors are not able to select the value,
or even the approximate value, at which they are able to redeem their Units.
Changes in Trading Strategy Could Result in Losses
The Trading Advisor may make material changes in its trading strategies
without the knowledge of the Sponsor, which could result in trading losses or
lower profits than would have been the case had the Trading Advisor not made
any changes to its trading strategies. Particularly given the "black box"
character of many managed futures strategies, it is virtually impossible for
the Sponsor to detect strategy changes.
9
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. Below is a discussion of these
conflicts of interest:
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 any person affiliated with the Sponsor and their
respective officers, directors, controlling persons within the meaning of
Section 15 of the Securities Act, employees, partners and shareholders
(collectively, "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 FS, 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. In addition, UBS FS will both assist the Sponsor in the
selection of trading advisors and act as selling agent, along with UBS
International Inc., potentially receiving a portion of any management fees
and/or performance fees. As a result, UBS FS will have an incentive to
recommend trading advisors to the Sponsor that are willing to participate in
such fee sharing. Such incentives could result in the selection of trading
advisors based on their willingness to pay such fees and not completely on
their trading abilities.
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 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.
10
The principal officers and managers of the Sponsor are also employed and
compensated by the Clearing Broker. As a result, the Sponsor has an incentive
to use the Clearing Broker to clear the Series' trades even if other clearing
brokers would provide less expensive or higher quality services than those of
the Clearing Broker. In addition, because the Series will pay 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 which trade in higher volume, generating more revenue for the
Clearing Broker or UBS AG, as the case may be.
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.
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, as there is, in general, a
shortage of qualified futures trading advisors available to manage customer
assets.
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 Clearing Broker 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 will pay 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.
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. These competing accounts create a conflict
of interest for the Trading Advisor in selecting limited investment
opportunities for such accounts.
Brokers and Dealers Selected by Trading Advisor
- -----------------------------------------------
The Trading Advisor trades 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
11
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. Because the Trading
Advisor may indirectly benefit from trades executed through such affiliated
executing brokers, it may not have an incentive to negotiate the brokerage
terms most beneficial to the Series with respect to such trades.
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
Financial advisors are the individual UBS brokers who deal directly with UBS
clients (the "Financial Advisors"). The 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
Sales Commission 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 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 may also trade for their own accounts.
The Series Could Lose Assets and Have Its Trading Disrupted Due to the
Bankruptcy of One of its Counterparties or Service Providers
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, 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 that consists
of, or is used to margin or secure, commodity futures transactions. 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.
12
There are increased risks in dealing with offshore brokers and unregulated
trading counterparties, including the risk that assets may not benefit from
the segregation protection afforded to "customer funds" deposited with
regulated futures commission merchants. For instance, the Series may be
required to post margin for its non-U.S. exchange transactions with non-U.S.
exchange dealers who are not required to segregate customer funds. The recent
events surrounding the bankruptcy of Refco, Inc. and its related entities have
demonstrated the risks that may be associated in dealing with unregulated
trading counterparties.
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 the selection of many of the counterparties by
the Trading Advisor, and the Trading Advisor 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.
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, non-U.S.
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. Adverse regulatory initiatives could develop suddenly and without
notice.
Risk of Fewer Statutory Protections for Members Due to Limited Regulatory
Oversight
Neither the Series nor the Platform is registered as an investment company
under the Investment Company Act of 1940, as amended. Therefore, Members do
not have the benefit of the protections afforded by, nor is the Series or the
Platform subject to the restrictions resulting from, such statute,
registration and regulation.
Risk of 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 May Increase Likelihood of Speculative Trading
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 Fees 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
13
basis of any individual Member's investment experience but rather on the basis
of the performance of the Series as a whole.
Lack of Representation of Members Could Result in Unfavorable Terms
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
among such series, the risk of exchanging into the units of a series are the
same as directly investing in such series. Exchanging investors 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 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
an investor 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. In addition, if the net trading profits of a series
out of which an investor exchanges is below such series' high water mark, the
reduction of performance fees otherwise due in respect to future profits will
be forfeited by such investor and will have no effect on the calculation of
the performance fee due in respect of the series into which the investor
exchanges. Any accrued performance fees will be assessed when an investor
exchanges out of any such series.
Note that, as is the case with respect to redemptions, exchanges are treated
as taxable events. As a result, the investor will be obligated to pay any
gains in excess of the basis of the units exchanged.
The net asset value of the units of the series out of which an investor is
exchanging will be calculated as of the last day of the applicable month.
Members May Be Required to Redeem Before Full Realization of Profits
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, such as an event that would cause
the Platform, the Series or the Trading Fund (i) to be treated as an
association taxable as a corporation for income tax purposes, (ii) to be
considered to hold "plan assets" within the meaning of the Employee Retirement
Income Security Act of 1974, (iii) to engage in a "prohibited transaction" as
defined in Section 406 of ERISA or Section 4975 of the Code, (iv) to violate
any law or contractual provision or (v) any other reason as may be determined
by the Sponsor; (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. Units subject to mandatory redemption will be redeemed at
their current Net Asset Value, which will be calculated on the effective date
of such mandatory redemption as determined by the Sponsor.
Cross-Series Liability Risk
Different series of the Platform will be 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 investors in 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.
14
Trading Risks
- -------------
Volatile Markets; Highly Leveraged Trading Could Result in Increased Losses
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.
The futures instruments traded by the Series are inherently leveraged and the
Series expects to commit 15% to 35% of the Series' assets as margin at any one
time (although this amount could occasionally be substantially higher).
Historically, the Program has committed as margin 10% to 20% of assets managed
under the Program. It is estimated that the leverage employed by the Series
will equal, at a maximum, ten times the Net Asset Value of the Series,
although it could exceed this amount.
Changing General Market Conditions Could Adversely Affect the Performance of
the Series
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 any other trading advisors on the
Platform, despite implementing different and independent strategies.
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 Could Increase Volatility and/or Negatively Affect
Performance
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 Subjects the Series to Greater Exposure to Factors
Exogenous to the Markets Themselves
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.
15
Systematic Strategies Could Result in Dependence on General Market Conditions
over Which the Trading Advisor Has No Control
The Trading Advisor will use systematic strategies in employing its trading
program. There has been, in recent years, a substantial increase in interest
in technical futures trading systems, particularly systems established to take
advantage of major price movements ("trend-following systems"). As the capital
under the management of trading systems based on the same general principles
increases, an increasing number of traders may attempt to initiate or
liquidate substantial positions at or about the same time as the Series, or
otherwise alter historical trading patterns or affect the execution of trades,
to the significant detriment of the Series.
There is some tendency for managed futures products -- particularly those
managed by systematic, trend-following advisors -- to perform similarly during
the same or approximately the same periods. Prospective investors must
recognize that, irrespective of the skill and expertise of the Trading
Advisor, the success of the Series may be substantially dependent on general
market conditions over which the Trading Advisor has no control.
In addition, there has been an increase in the use of trading systems
employing counter-trend techniques that attempt to profit from the wide use of
trend following systems by running stop points or otherwise. The increased use
of such techniques could alter to the detriment of the Series the trading
patterns the Trading Advisor attempts to exploit.
Trend-Following Systems Could Incur Losses During Trendless or "Whipsaw"
Markets
The Trading Advisor will 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.
Fundamental Analysis is Subject to Human Error and Emotional Factors Which
Could Result in Poor Performance
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 Trading Advisor having
correctly identified such mispricings. Fundamental analysis may also be more
subject to human error and emotional factors than technical analysis.
Forward Trading is Subject to the Risks of Trading on Unregulated Markets and
Subjects the Series to Increased Counterparty Risk
None of the CFTC, the NFA, futures exchanges or banking authorities currently
regulates 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.
16
Exchange of Futures for Physicals May Cause the Series to Incur Increased
Trading Costs
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.
Trading in Illiquid Markets Could Result in the Series' Inability to Prevent
Large Losses
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.
Speculative Position Limits Could Require the Series to Prematurely Liquidate
Positions Resulting in Losses
The CFTC and the U.S. 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 U.S. 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 losses to the Series.
Trading on Non-U.S. Exchanges May Subject the Series' Trades to Less Robust
Regulatory Regimes and to Exchange Rate Risk
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 counterparty
with whom the Series has entered into a futures contract. Trading on non-U.S.
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 non-U.S. 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 non-U.S. contracts are
settled. In addition, the U.S. tax treatment of non-U.S. 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.
17
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. The Sponsor does not intend to make any
distributions. Consequently, in order to pay the taxes attributable to their
investment in a Series, Members must either redeem Units or pay such 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.
Unfavorable "Investment Advisory Fees" Tax Treatment
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.
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.
Prospective investors are strongly urged to consult their own tax advisors and
counsel with respect to the possible tax consequences of an investment in the
Series, particularly since such tax consequences may differ among investors.
Item 2: Properties
----------
The Series does not own or use any physical properties in the conduct of its
business.
The Series' administrative office is the administrative office of the Sponsor
(One North Wacker Drive, 31st Floor, Chicago, Illinois 60606).
18
Item 3: Legal Proceedings
-----------------
The Sponsor is not aware of any pending legal proceedings to which either the
Series is a party or to which any of its assets are subject. In addition there
are no pending material legal proceedings involving the Sponsor. UBS AG, an
affiliate of the Sponsor and the Series, as well as certain of its
subsidiaries and affiliates have been named as defendants in civil actions,
arbitration proceedings and claims arising out of their respective business
activities. Although the ultimate outcome of these actions cannot be predicted
at this time and the results of legal proceedings cannot be predicted with
certainty, it is the opinion of management that the result of these matters
will not be materially adverse to the business operations or financial
condition of the Sponsor or the Series.
Item 4: Submission of Matters to a Vote of Security Holders
---------------------------------------------------
None.
PART II
Item 5: Market for Registrant's Common Equity, Related Stockholder
----------------------------------------------------------
Matters and Issuer Purchases of Equity Securities
-------------------------------------------------
(a) Market Information
------------------
There is no trading market for the Units, and none is likely to develop. Once
the Series commences trading operations, Units may be redeemed at the Net
Asset Value per Unit as of the end of any calendar month. Redemption requests
must be submitted on or prior to the 15th day of the calendar month (or the
following business day) in which such Units are to be redeemed.
(b) Holders
-------
As of December 31, 2006, the Series had yet to commence trading operations,
and therefore there were no holders of Units.
(c) Dividends
---------
No distributions or dividends have been made on the Units, and the Sponsor has
no present intentions to make any.
(d) Securities Authorized for Issuance Under Equity Compensation Plans
------------------------------------------------------------------
Not applicable.
(e) Recent Sales of Unregistered Securities; Use of Proceeds from
-------------------------------------------------------------
Registered Securities
---------------------
As of December 31, 2006, there had not been any sales of unregistered
securities.
(f) Issuer Purchases of Equity Securities
-------------------------------------
None.
19
Item 6: Selected Financial Data
-----------------------
The following selected data has been derived from the audited financial
statements of the Series.
For the
Period Ended
December 31,
2006
--------------
Organizational costs $ 208,820
--------------
Net loss 208,820
==============
Total asset $ 109,591
Item 7: Management's Discussion and Analysis of Financial Condition and
---------------------------------------------------------------
Results of Operations
---------------------
The Series was created in October 2006 but had yet to commence trading
operations for the period ending December 31, 2006. Therefore, there were no
material operations on which to report.
Item 7A: Quantitative and Qualitative Disclosures About Market Risk
----------------------------------------------------------
The Series was created in October 2006 but had yet to commence trading
operations for the period ending December 31, 2006. Therefore, the Series was
not subject to any quantitative or qualitative market risks during such
period.
Item 8: Financial Statements and Supplementary Data
-------------------------------------------
Financial statements meeting the requirements of Regulation S-X appear
beginning on page F-1 of this report. The supplementary financial information
specified by Item 302 of Regulation S-K is included in this report under the
heading "Selected Financial Data" above.
Item 9: Changes in and Disagreements With Accountants on Accounting and
---------------------------------------------------------------
Financial Disclosure
--------------------
None.
Item 9A: Controls and Procedures
-----------------------
The Sponsor, with the participation of the Sponsor's principal executive
officer and principal financial officer, has evaluated the effectiveness of
the design and operation of its disclosure controls and procedures with
respect to the Series as of the end of the fiscal year for which this Annual
Report on Form 10-K is being filed, and, based on their evaluation, have
concluded that these disclosure controls and procedures are effective. There
were no significant changes in the Sponsor's internal controls with respect to
the Series or in other factors applicable to the Series that could
significantly affect these controls subsequent to the date of their
evaluation.
Item 9B: Other Information
-----------------
None.
PART III
Item 10: Directors, Executive Officers and Corporate Governance
------------------------------------------------------
(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.
20
The following are the principal officers and managers of the Sponsor. The
Board of Directors of the Sponsor has the ultimate authority in selecting the
Trading Advisor for the Series, although the Sponsor has worked closely with
UBS FS in the selection process. Although the individuals listed below are the
principal officers and managers of the Sponsor, each is also currently
employed and compensated by the Clearing Broker.
Julie M. DeMatteo. Ms. DeMatteo, age 43, is a Director and the President and
Chief Executive Officer 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, age 37, 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.
Per Dyrvik. Mr. Dyrvik, age 47, is a Director and the Treasurer of the
Sponsor. He is also a Managing Director and the Chief Financial Officer of UBS
Investment Bank for the Americas Region. He is responsible for the finance,
accounting, business unit controlling and financial change activities for the
North American and South American operations which is comprised of branch
operations of UBS AG, UBS Securities LLC, a registered broker-dealer and
investment banking operation, and various other operating entities including
derivatives trading, merchant banking and asset management businesses. Mr.
Dyrvik has been at UBS since February 1986. Prior to that he was Head of
Regulatory Reporting at Dean Witter Reynolds, Inc. after completing a
selective rotational training program at EF Hutton & Company in 1982. He
received a Bachelor of Arts in Accounting from the Business School at the
State University of New York in Albany.
Raul Esquivel. Mr. Esquivel, age 48, is a Director of the Sponsor. He is also
a Managing Director and the head of U.S. Equities at UBS Investment Bank. Mr.
Esquivel also heads the US Equity Operating Committee, and he is a board
member of UBS Investment Bank. Prior to these appointments in November 2005,
Mr. Esquivel was head of U.S. Equity Research at UBS Investment Research. Mr.
Esquivel has held positions in research and research management on Wall Street
for nearly 20 years. Prior to joining UBS, Mr. Esquivel was a senior vice
president in the health care research group at Kidder, Peabody. Before that,
he was affiliated with The Vertical Group, a money management, venture
capital, and institutional research firm specializing in medical devices and
instrumentation. Earlier in his career, Mr. Esquivel worked at Prudential
Securities, Eberstadt Fleming and JP Morgan. Mr. Esquivel holds a Master of
Business Administration from the Harvard Graduate School of Business and a
Bachelor of Arts in business administration, cum laude, from the University of
Miami.
Randall Otte. Mr. Otte, age 55, 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
21
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, Financial Review Group. Mr.
Otte received a Bachelor of Science in Economics and Business Administration
from Valparaiso University and a Master of Business Administration in Finance
from Northwestern University.
(c) Identification of Certain Significant Employees
-----------------------------------------------
None.
(d) Family Relationships
--------------------
None.
(e) Business Experience
-------------------
See Item 10 (a) and (b) above.
(f) Involvement in Certain Legal Proceedings
----------------------------------------
None.
(g) Section 16(a) Beneficial Ownership Reporting Compliance
-------------------------------------------------------
Julie M. DeMatteo, Richard Meade, Per Dyrvik, Raul Esquivel and Randall Otte,
directors and officers of the Sponsor (see Item 10 (a) and (b) above), and the
Sponsor filed their initial report on Form 3 after the Series became
registered under Section 12 of the Securities Exchange Act of 1934.
Subsequently, each of such directors and officers of the Sponsor and the
Sponsor filed their annual statement on Form 5 after the applicable deadline.
None of the directors and officers mentioned above or the Sponsor owns or has
owned any securities issued by the Series, and, accordingly, the number of
transactions not reported on a timely basis by them is zero.
(h) Code of Ethics
--------------
The Series has no employees, officers or directors and is managed by the
Sponsor. The Sponsor has adopted an Executive Code of Ethics that applies to
its principal executive officers, principal financial officer and principal
accounting officer. A copy of this Executive Code of Ethics may be obtained at
no charge by written request to UBS Managed Fund Services Inc., One North
Wacker Drive, 31st Floor, Chicago, Illinois 60606.
(i) Audit Committee Financial Expert
--------------------------------
Because the Series has no employees, officers or directors, the Series has no
audit committee. The Series is managed by the Sponsor. Per Dyrvik serves as
the Sponsor's "audit committee financial expert." Mr. Dyrvik is not
independent of the management of the Sponsor. The Sponsor is a privately owned
corporation managed by its shareholders. It has no independent directors.
Item 11: Executive Compensation
----------------------
The officers of the Sponsor are currently remunerated by the Clearing Broker
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.
22
Item 12: Security Ownership of Certain Beneficial Owners and Management and
------------------------------------------------------------------
Related Stockholder Matters
---------------------------
(a) Security Ownership of Certain Beneficial Owners
-----------------------------------------------
As of December 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 December 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.
(d) Securities Authorized for Issuance Under Equity Compensation Plans
------------------------------------------------------------------
None.
Item 13: Certain Relationships and Related Transactions, and Director
------------------------------------------------------------
Independence
------------
(a) Transactions Between UBS and the Platform or the Series
-------------------------------------------------------
The Series will pay UBS substantial brokerage commissions as well as bid-ask
spreads on forward currency trades. The Series also will pay the Clearing
Broker interest on short-term loans extended by the Clearing Broker to cover
losses on non-U.S. currency positions, and UBS retains certain economic
benefits from possession of the Series' capital. See "Interest" in Item 1(c)
above.
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.
(b) Review, Approval or Ratification of Transactions with Related Persons
---------------------------------------------------------------------
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
the 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.
No loans have been, are or will be, outstanding between the Sponsor or any of
its principals and the Series.
Item 14: Principal Accounting Fees and Services
--------------------------------------
(1) Audit Fees
----------
There were no aggregate fees incurred for professional services rendered by
Ernst and Young LLP in connection with the audit of the Series' financial
statements as of and for the period ended December 31, 2006.
23
(2) Audit-Related Fees
------------------
There were no other audit-related fees incurred for the period ended December
31, 2006 related to the Series.
(3) Tax Fees
--------
There were no aggregate fees incurred for professional services rendered Ernst
and Young LLP in connection with the tax compliance, advice and preparation of
the Series' tax returns for the period ended December 31, 2006.
(4) All Other Fees
--------------
No fees were incurred by Ernst and Young LLP, or any member firms of Ernst and
Young LLP and their respective affiliates, during the period ended December 31
2006 for any other professional services in relation to the Series.
(5) Pre-Approval Policies
---------------------
The audit committee of UBS AG pre-approves the engagement of the Series'
auditor for all services to be provided by the auditor.
PART IV
Item 15: Exhibits and Financial Statement Schedules
------------------------------------------
(a)(1) Financial Statements
--------------------
See financial statements beginning on page F-1 hereof.
(a)(2) Financial Statement Schedules
-----------------------------
Financial statement schedules have been omitted because they are not included
in the financial statements or notes hereto applicable or because equivalent
information has been included in the financial statements or notes thereto.
(a)(3) Exhibits Required by Item 601 of Regulation S-K
-----------------------------------------------
The following exhibits are included herewith.
- ------------------------------------------------------------------------------
Exhibit Number Description of Document
-------------- -----------------------
- ------------------------------------------------------------------------------
**1.1 Selling Agreement.
- ------------------------------------------------------------------------------
*3.1 Certificate of Formation of UBS Managed Futures LLC.
- ------------------------------------------------------------------------------
*4.1 Limited Liability Company Operating Agreement of UBS Managed
Futures LLC.
- ------------------------------------------------------------------------------
*4.2 Separate Series Agreement for the Series.
- ------------------------------------------------------------------------------
*10.1 Advisory Agreement.
- ------------------------------------------------------------------------------
**10.2 Representation Letter.
- ------------------------------------------------------------------------------
**10.3 Administration Agreement.
- ------------------------------------------------------------------------------
24
- ------------------------------------------------------------------------------
Exhibit Number Description of Document
-------------- -----------------------
- ------------------------------------------------------------------------------
**10.4 Escrow Agreement.
- ------------------------------------------------------------------------------
*10.5 Form of Customer Agreement.
- ------------------------------------------------------------------------------
**10.6 Form of Subscription Agreement.
- ------------------------------------------------------------------------------
*21.1 List of Subsidiaries.
- ------------------------------------------------------------------------------
31.1 Certification of Principal Executive Officer pursuant to Rule
13a-14(a) under the Securities Exchange Act of 1934.
- ------------------------------------------------------------------------------
31.2 Certification of Principal Financial Officer pursuant to Rule
13a-14(a) under the Securities Exchange Act of 1934.
- ------------------------------------------------------------------------------
32.1 Certification of Principal Executive Officer pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.
- ------------------------------------------------------------------------------
32.2 Certification of Principal Financial Officer pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.
- ------------------------------------------------------------------------------
* Incorporated by reference to the Series' Form 10/A previously filed on
November 2, 2006.
** Incorporated by reference to the Series' Form 10/A previously filed on
January 30, 2007.
25
INDEX TO FINANCIAL STATEMENTS
UBS Managed Futures LLC (Aspect Series)
Report of Independent Registered Public Accounting Firm F-2
- -------------------------------------------------------
Statement of Asset and Liability as of December 31, 2006 F-3
- --------------------------------------------------------
Statement of Operations and Change in Net Liability for the period F-4
- ------------------------------------------------------------------
ended December 31, 2006
- -----------------------
Notes to Financial Statements F-5
- -----------------------------
F-1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
UBS Managed Fund Services Inc.
We have audited the accompanying statement of asset and liability of UBS
Managed Futures LLC (Aspect Series) (the "Series") as of December 31, 2006 and
the related statement of operations and change in net liability for the period
from October 26, 2006 (Date of Organization) to December 31, 2006. These
financial statements are the responsibility of the Series' management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. We were not engaged to
perform an audit of the Series' internal control over financial reporting. Our
audit included consideration of internal control over financial reporting as a
basis for designing audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Series' internal control over financial reporting.
Accordingly, we express no such opinion. An audit also includes examining, on
a test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of UBS Managed Futures LLC
(Aspect Series) at December 31, 2006, and the results of its operations and
changes in net liability for the period then ended in conformity with U.S.
generally accepted accounting principles.
/s/ Ernst & Young LLP
Chicago, Illinois
March 27, 2007
F-2
UBS MANAGED FUTURES LLC (ASPECT SERIES)
(A Delaware Limited Liability Company)
--------------------------------------
STATEMENT OF ASSET AND LIABILITY
DECEMBER 31, 2006
Asset
Deferred offering costs $ 109,591
-----------
Total asset 109,591
Liability
Payable to Sponsor 318,411
-----------
Net liability $(208,820)
===========
See accompanying notes.
F-3
UBS MANAGED FUTURES LLC (ASPECT SERIES)
(A Delaware Limited Liability Company)
--------------------------------------
Statement of Operations and Change in Net Liability
For the Period from October 26, 2006 (Date of Organization) to
December 31, 2006
Expense
Organization costs $ 208,820
-----------
Net loss and Change in Net Liability $ 208,820
===========
See accompanying notes
F-4
UBS MANAGED FUTURES LLC (ASPECT SERIES)
(A Delaware Limited Liability Company)
------------------------------------
NOTES TO FINANCIAL STATEMENTS
(1) The Series
UBS Managed Fund Services Inc. (the "Sponsor"), an indirect subsidiary of UBS
AG, is the sponsor of UBS Managed Futures LLC (the "Platform") of which UBS
Managed Futures LLC (Aspect Series) (the "Series") is a "segregated series."
The Sponsor, over time, intends to offer investors a selection of different
trading advisors, each managing a different segregated series of the Platform.
The Series was organized on October 26, 2006 and has been inactive since that
date until March 16, 2007 (see "Subsequent Event" below) except for matters
relating to the Series' organization, the registration of the Series units of
limited liability company interests ("Units") under the Securities Exchange
Act of 1934 and the offering of such Units.
(2) Significant Accounting Policy
The Series' financial statements are prepared in accordance with U.S.
generally accepted accounting principles, which requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities at the date of the financial statements. Actual results may differ
from those estimates.
(3) Organization and Offering Costs
Pursuant to the Platform's Limited Liability Company Agreement and the
Separate Series Agreement of the Series, the fund has agreed to reimburse the
Sponsor for all organizational costs ($208,820 at December 31, 2006) and all
offering costs ($109,591 at December 31, 2006) upon successful initial
offering. Offering costs will be charged against gross proceeds of the Units
and organization costs are expensed when incurred.
(4) Subsequent Event
On March 15, 2007, the Series issued 5,000.00 Units to Aspect Capital Ltd.
(the "Trading Advisor") for $5,000,000 (the "Trading Advisor Investment") and
issued 2,760.620 Units for $2,760,620 to third parties. On March 16, 2007, the
Series commenced trading.
The Trading Advisor will be subject to the same redemption terms and
procedures as other investors with respect to its investment in the Series.
However, as soon as the Series reaches a capitalization of $10 million
(including the Trading Advisor Investment and any performance gains thereon)
(the "Capitalization Threshold"), the Trading Advisor shall be entitled to
redeem the Trading Advisor Investment (together with any performance gains
thereon), subject to the terms of the then current Confidential Disclosure
Document of the Platform (the "Disclosure Document"); provided, that the
Trading Advisor will only be entitled to redeem on any individual redemption
date allowed under the Disclosure Document in an amount of up to one-third of
the Trading Advisor Investment (together with any performance gains on that
proportion of the Trading Advisor Investment which may be redeemed). In
addition, the Trading Advisor will be able to make such redemptions only to
the extent that the capitalization of the Series does not decrease below the
Capitalization Threshold as of the applicable redemption date after accounting
for such redemptions and any redemptions of other investors of the Series
effective as of such redemption date. For the avoidance of doubt, the Trading
Advisor will not be obliged to make any additional investments into the
Series.
To the extent that the Trading Advisor has not already redeemed the entire
Trading Advisor Investment (together with any performance gains thereon)
before March 15, 2008, from that date onwards, the Trading Advisor shall be
entitled to redeem in full any proportion of the Trading Advisor Investment
(together with any performance gains thereon) which remains invested in the
Series subject to the terms of the Disclosure Document.
F-5
Acknowledgment
- --------------
To the best of my knowledge and belief, the information contained herein is
accurate and complete.
By: UBS Managed Fund Services Inc.
Sponsor
/s/ Per Dyrvik
- ------------------------------------------
Name: Per Dyrvik
Title: Director and the Treasurer
Ack-1
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized on the 27th day of
March, 2007.
Dated: March 27, 2007
UBS MANAGED FUTURES LLC (ASPECT SERIES)
By: UBS Managed Fund Services Inc.
Sponsor
By: /s/ Julie M. DeMatteo
-----------------------------------------------
Name: Julie M. DeMatteo
Title: President and Chief Executive Officer
S-1