Exhibit 1.1
UBS MANAGED FUTURES PLATFORM
SELLING AGREEMENT
Private Placement of Units of Limited Liability Company Interest
Dated as of November 13, 2006
UBS MANAGED FUTURES PLATFORM
SELLING AGREEMENT
TABLE OF CONTENTS
Section 1. Representations and Warranties of the Sponsor.....................1
Section 2. Offering and Sale of Units........................................3
Section 3. Covenants of the Sponsor..........................................6
Section 4. Payment of Expenses and Fees......................................7
Section 5. Conditions of Closing.............................................7
Section 6. Indemnification and Exculpation...................................8
Section 7. Status of Parties.................................................9
Section 8. Representations, Warranties and Agreements to Survive Delivery....9
Section 9. Termination.......................................................9
Section 10. Notices and Authority to Act.....................................9
Section 11. Parties.........................................................10
Section 12. GOVERNING LAW...................................................10
Section 13. Requirements of Law.............................................10
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UBS MANAGED FUTURES PLATFORM
Private Placement of Units of Limited Liability Company Interest
SELLING AGREEMENT
November 13, 2006
UBS Financial Services Inc.
Alternative Investments ▇▇
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▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Dear Sirs:
Your affiliate, UBS Managed Fund Services Inc., a Delaware
corporation (referred to herein in its individual corporate capacity and as
sponsor as the "Sponsor"), has caused the formation of a "segregated series"
limited liability company pursuant to the Limited Liability Company Act of the
State of Delaware (the "Act") under the name UBS Managed Futures LLC (the
"Platform"). The Platform will issue "segregated series" of limited liability
company interest (each a "Series") each of which will invest substantially all
of its assets in a wholly-owned subsidiary or an existing fund (each a
"Trading Fund"; each Series and the Trading Fund into which it invests is
collectively referred to herein as a "Series") that will be managed by a
professional managed futures advisor (a "Trading Advisor") unaffiliated with
the Sponsor. This agreement represents the understanding that UBS Financial
Services Inc. and certain of its affiliates (collectively, the "Selling
Agent") will act as selling agent for each of the Series listed in Exhibit A
hereto.
Capitalized terms used herein, unless otherwise indicated, shall
have the meanings attributed to them in the Confidential Disclosure Document
of the Platform as may be amended or supplemented from time to time (the
"Memorandum").
Section 1. Representations and Warranties of the Sponsor. The Sponsor
represents and warrants to the Selling Agent, as follows:
(a) The Certificate of Formation (the "Certificate of Formation")
pursuant to which the Platform has been formed and the Limited Liability
Company Agreement of the Platform and the Separate Series Agreement of
each Series (collectively, the "LLC Agreement") each provides for the
subscription for and sale of each Series' units of limited liability
company interest ("Units"). All actions required to be taken by the
Sponsor and each Series as a condition to the sale of the Units to
subscribers who qualify as "accredited investors" within the meaning of
the Securities Act of 1933, as amended (the "1933 Act"), and as limited
in the Memorandum, has been, or prior to each Closing Time, as defined
in Section 2 hereof, will have been taken; and, upon payment of the
consideration therefor specified in all accepted Subscription
Agreements, the Units will constitute valid limited liability company
interests in the applicable Series.
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(b) The Platform is a limited liability company duly organized
pursuant to the Certificate of Formation and the Act and validly
existing under the laws of the State of Delaware with full power and
authority to conduct its business and operations, as described in the
Memorandum.
(c) Each Series is a series of limited liability company interest
of the Platform duly organized pursuant to the LLC Agreement and the Act
and validly existing under the laws of the State of Delaware with full
power and authority to conduct its business and operations, as described
in the Memorandum; each Series has received or will receive a
certificate of authority to do business in the State of New York as
provided by the New York Limited Liability Company Law.
(d) The Sponsor is duly organized and validly existing and in good
standing as a corporation under the laws of the State of Delaware and in
good standing as a foreign corporation under the laws of the State of
Illinois and in each other jurisdiction in which the nature or conduct
of its business requires such qualification and the failure to so
qualify would materially adversely affect each Series' or the Sponsor's
ability to perform its obligations hereunder.
(e) Each Series and the Sponsor have full power and authority
under applicable law to perform their respective obligations under the
LLC Agreement, the escrow agreement relating to the offering of the
Units (the "Escrow Agreement") and this Agreement, as described in the
Memorandum.
(f) The Memorandum as of its date of issue and at Closing Time
will not contain an untrue statement of a material fact or omit to state
a material fact necessary to make the statements therein, in light of
the circumstances under which such statements were made, not misleading.
This representation and warranty shall not, however, apply to any
statement or omission in the Memorandum made in reliance upon and in
conformity with information relating to the Trading Advisors and
furnished or approved in writing by the Trading Advisors, it being
acknowledged that each Trading Advisor has approved the information
relating to such Trading Advisor or its principals as set forth in the
Memorandum.
(g) Since the respective dates as of which information is given in
the Memorandum, there has not been any material adverse change in the
condition, financial or otherwise, business or prospects of the Sponsor
or any Series, whether or not arising in the ordinary course of
business.
(h) The LLC Agreement, the Escrow Agreement and this Agreement
have each been duly and validly authorized, executed and delivered by
the Sponsor, each Series and/or the Platform, and each constitutes a
valid, binding and enforceable agreement of the Sponsor, each Series
and/or the Platform, in accordance with its terms.
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(i) The execution and delivery of the LLC Agreement, the Escrow
Agreement and this Agreement, the incurrence of the obligations set
forth in such agreements and the consummation of the transactions
contemplated therein and in the Memorandum will not constitute a breach
of, or default under, any instrument by which either the Sponsor, any
Series or the Platform is bound or any order, rule or regulation
applicable to the Sponsor, any Series or the Platform of any court or
any governmental body or administrative agency having jurisdiction over
the Sponsor, any Series or the Platform.
(j) There is not pending, or, to the best of the Sponsor's
knowledge threatened, any action, suit or proceeding before or by any
court or other governmental body to which the Sponsor, any Series or the
Platform is a party, or to which any of the assets of the Sponsor, any
Series or the Platform is subject, which is not referred to in the
Memorandum and which might reasonably be expected to result in any
material adverse change in the condition (financial or otherwise),
business or prospects of the Sponsor, any Series or the Platform. The
Sponsor has not received any notice of an investigation or warning
letter from the National Futures Association ("NFA") or the Commodity
Futures Trading Commission ("CFTC") regarding non-compliance by the
Sponsor with the Commodity Exchange Act (the "Commodity Act") or the
regulations thereunder.
(k) The Sponsor has all federal and state governmental, regulatory
and commodity exchange approvals and licenses, and has effected all
filings and registrations with federal and state governmental agencies
required to conduct its business and to act as described in the
Memorandum or required to perform its obligations as described under the
LLC Agreement and this Agreement, and the performance of such
obligations will not contravene or result in a breach of any provision
of its certificate of incorporation, by-laws or any agreement, order,
law or regulation binding upon it. The principals of the Sponsor
identified in the Memorandum each has passed such licensing requirements
as may be required to act in the manner described in the Memorandum.
(l) The Platform and each Series have obtained all necessary
federal or state governmental, regulatory or commodity exchange
approvals or licenses, if any, and have made all necessary filings or
registrations with federal or state governmental agencies, if any, in
order to conduct their business, to act as contemplated by the
Memorandum and to issue and sell the Units.
Section 2. Offering and Sale of Units.
(a) The Selling Agent is hereby appointed the exclusive selling
agent of each Series listed in Exhibit A hereto (which list shall be
amended from time to time by consent of the Selling Agent and the
Sponsor) for an indefinite period of time (the "Offering Period") for
the purpose of finding acceptable subscribers for the Units through a
private offering of Units. Subject to the performance by the Sponsor of
all its obligations to be performed hereunder, and to the completeness
and accuracy in all material respects of all the representations and
warranties of the Sponsor contained herein, the Selling Agent hereby
accepts such agency and agrees on the terms and conditions herein set
forth to use its best efforts to find acceptable subscribers for the
Units according to the terms of the Memorandum.
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It is understood that the Selling Agent's agreement to use its
best efforts to find acceptable subscribers for the Units shall not
prevent it from acting as a selling agent or underwriter for the
securities of other issuers which may be offered or sold during the
Offering Period. The agency of the Selling Agent hereunder shall
continue until the Sponsor terminates the Offering Period (the date on
which the Offering Period terminates being hereinafter referred to as
the "Offering Termination Date"), including such additional period as
may be required to effect the closing of the sale of the Units, or the
Selling Agent terminates this Agreement upon 30 calendar days' notice to
the Sponsor.
(b) In the event the offering is commenced and acceptable
subscriptions for at least $10,000,000 (or such other amount as
determined by the Sponsor) of Units for a Series shall not have been
received, or such other conditions as determined by the Sponsor are not
met at such time as determined by the Sponsor, all funds received from
subscribers shall be returned in full, with any interest payable thereon
(irrespective of amount) pursuant to the Escrow Agreement; and thereupon
the Selling Agent's duties as agent and this Agreement shall terminate
with respect to such Series without further obligation hereunder on the
part of the Selling Agent, the Sponsor or such Series.
(c) The Sponsor shall notify the Selling Agent of the aggregate
number of Units for which the Sponsor has received acceptable
subscriptions, and, if the necessary requirements as determined by the
Sponsor are met, then payment of the purchase price for the Units may,
if the Sponsor so elects, be made at such time (the "Initial Closing
Time") and at such place as set forth in the Escrow Agreement.
(d) After the Initial Closing Time, the Sponsor shall notify the
Selling Agent of the aggregate value of Units for which the Sponsor has
accepted subscriptions for purchase as of each month-end (each
additional sale of Units hereinafter referred to as an "Additional
Closing Time").
At each of the Initial and any Additional Closing Time, all
interest earned on subscriptions while held in escrow will be credited
to the applicable Series.
(e) The Selling Agent shall be paid an upfront placement fee of
0%-2% (such percentage to be determined with respect to each investor by
the Selling Agent in consultation with the Sponsor) (the "Placement
Fee") of the subscription price of the Units of any Series, which shall
be paid by the relevant investor (not by the Series or by the Sponsor)
on such investor's subscription to a Series. A portion of such Placement
Fee shall be paid to the applicable Selling Agent's financial advisors
(the "Financial Advisors"), in the sole discretion of the Selling Agent.
The Selling Agent shall receive from the relevant investor (not
from the Series or the Sponsor), in addition to the Placement Fee,
additional compensation in the form of an ongoing sales commission (the
"Sales Commission") equal to 2% per annum of the month-end Net Asset
Value of an investor's investment in a Series and attributable to Units
sold by the Selling Agent which remain outstanding (including the month
as of the end of which such Unit is redeemed). A portion of such Sales
Commission will be paid
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to the Financial Advisors, in the sole discretion of the Selling Agent.
Such additional compensation shall be paid only on Units sold by
Financial Advisors who agree to provide the additional services
described below, as delegated by the Selling Agent, and who are
registered with the CFTC, as necessary, and who have satisfied all
applicable proficiency requirements (including those imposed by the
National Association of Securities Dealers, Inc. (the "NASD") as a
condition of receiving "trailing commissions").
The additional compensation described in the foregoing paragraph
shall only be paid to the Selling Agent, provided that the Selling Agent
continues to have all necessary registrations and is otherwise in
compliance with all applicable laws and regulations, and is contingent
upon the provision by the Selling Agent or, as determined by the Selling
Agent, a Financial Advisor (duly registered and qualified as to
proficiency with the CFTC and the NFA as described above) who sold
outstanding Units in his or her capacity as a registered representative
of the Selling Agent of additional services in connection with such
Units, including: (i) inquiring of the Sponsor from time to time, at the
request of an owner of such Units, as to the Net Asset Value of a Unit
of the Series held by such owner; (ii) inquiring of the Sponsor from
time to time, at the request of an owner of such Unit, regarding the
Trading Advisors and the Series; (iii) assisting, at the request of the
Sponsor, in the redemption or exchanges of Units sold by the Selling
Agent; and (iv) providing such other services to the owners of such
Units as the Sponsor may, from time to time, reasonably request. No
Sales Commissions shall be credited, paid or accrued on any Units sold
by Financial Advisors not currently eligible to receive such additional
compensation. Such additional compensation shall be accrued and paid on
a calendar-month basis.
The Selling Agent, in consultation with the Sponsor, may waive or
reduce the Sales Commission or Placement Fee for certain investors
without entitling any other investors to any such waiver or reduction.
Each Series shall pay the Selling Agent the Sales Commission or
Placement Fee applicable to such Series' investors by the 15th day of
the month following the month in which such Sales Commission or
Placement Fee had accrued, unless such Sales Commission or Placement Fee
has already been, or will be, deducted by the Selling Agent from such
investors' accounts held with the Selling Agent.
(f) The Selling Agent will use its best efforts to find eligible
persons to purchase the Units on the terms stated herein and in the
Memorandum. It is understood that the Selling Agent has no commitment
with regard to the sale of the Units other than to use its best efforts.
In connection with the offer and sale of the Units, the Selling Agent
represents that it will comply fully with all applicable laws, and the
rules of the NASD, the SEC, the CFTC, state securities administrators
and any other regulatory body. The Selling Agent shall not execute any
sales of Units from a discretionary account over which it has control
without prior written approval of the customer in whose name such
discretionary account is maintained.
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The Selling Agent agrees not to recommend the purchase of Units to
any subscriber unless the Selling Agent shall have reasonable grounds to
believe, on the basis of information obtained from the subscriber
concerning, among other things, the subscriber's investment objectives,
other investments, financial situation and needs, that the subscriber is
or will be in a financial position appropriate to enable the subscriber
to realize to a significant extent the benefits of the Series; the
subscriber has a fair market net worth sufficient to sustain the risks
inherent in participating in the Series, including loss of investment
and lack of liquidity; and the Units are otherwise a suitable investment
for the subscriber.
(g) The Selling Agent may sub-contract certain of its
responsibilities hereunder to an affiliate of the Selling Agent;
provided, that such affiliate have all necessary registrations and is
otherwise in compliance with all applicable laws and regulations and
that it otherwise comply with the provisions of this Agreement. Except
as contemplated hereby, none of the Selling Agent, the Platform, the
Series or the Sponsor shall, directly or indirectly, pay or award any
finder's fees, commissions or other compensation to any person engaged
by a potential investor for investment advice as an inducement to such
advisor to advise the purchase of Units; provided, however, the normal
sales commissions payable to a registered broker-dealer or other
properly licensed person for selling Units shall not be prohibited
hereby.
(h) As contemplated by Section 4 hereof, the Sponsor has advanced
the Platform's and each Series' organizational and offering costs. The
Series will reimburse the Sponsor for such costs from the proceeds of
the initial issuance of such Series' Units.
(i) All payments for subscriptions shall be made by debiting
subscriber's customer securities account maintained with the Selling
Agent as described in the Memorandum.
Section 3. Covenants of the Sponsor.
(a) The Sponsor will notify the Selling Agent immediately of the
issuance by the SEC, CFTC or any other federal or state regulatory body
of any order suspending the CFTC registration or NFA membership of the
Sponsor as a commodity pool operator, or any order or decree enjoining
the offering or the use of the then current Memorandum or of the
institution, or notice of the intended institution, of any action or
proceeding for that purpose.
(b) The Sponsor will take all necessary regulatory steps, make all
necessary ongoing regulatory filings and obtain all necessary regulatory
approvals to maintain the ongoing offering of the Units, unless the
Sponsor notifies the Selling Agent of the Offering Termination Date.
(c) If any event relating to or affecting the Sponsor or any
Series shall occur as a result of which it is necessary, in the
reasonable opinion of the Selling Agent, to amend or supplement the
Memorandum in order to make the Memorandum not materially misleading in
light of the circumstances existing at the time it is delivered to a
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subscriber, the Sponsor and each Series will forthwith prepare and
furnish to the Selling Agent, at the expense of the Sponsor, a
reasonable number of copies of an amendment or amendments of, or a
supplement or supplements to, the Memorandum which will amend or
supplement the Memorandum so that as amended or supplemented it will not
contain an untrue statement of a material fact or omit to state a
material fact necessary in order to make the statements therein, in
light of the circumstances existing at the time the Memorandum is
delivered to a subscriber, not misleading.
Section 4. Payment of Expenses and Fees. The Sponsor will advance
expenses incidental to the performance of the obligations of the Sponsor and
each Series hereunder, including: (i) the printing and delivery to the Selling
Agent in quantities as are necessary in the determination of the Sponsor of
copies of the Memorandum and any supplements or amendments thereto, and of any
supplemental sales materials; and (ii) the services of counsel and accountants
for the Sponsor and each Series.
Section 5. Conditions of Closing. The obligations of each of the parties
hereunder are subject to the accuracy of the representations and warranties of
the other parties hereto, to the performance by such other parties of their
respective obligations hereunder and to the following further conditions:
(a) The parties hereto shall have been furnished with such
additional information, opinions, certificates and documents, including
supporting documents relating to parties described in the Memorandum and
certificates signed by such parties with regard to information relating
to them and included in the Memorandum as they may reasonably require
for the purpose of enabling them to pass upon the sale of the Units as
herein contemplated and related proceedings, in order to evidence the
accuracy or completeness of any of the representations or warranties or
the fulfillment of any of the conditions herein contained; and all
actions taken by the parties hereto in connection with the sale of the
Units as herein contemplated shall be reasonably satisfactory in form
and substance to the Sponsor and the Selling Agent or to such
independent counsel selected by the Sponsor and the Selling Agent.
(b) At each Additional Closing Time, the parties hereto shall have
been furnished with such information, opinions and certified documents
as the Sponsor and the Selling Agent may deem to be necessary or
appropriate.
If any of the conditions specified in this Section 5 shall not
have been fulfilled when and as required by this Agreement to be
fulfilled, this Agreement and all obligations hereunder may be cancelled
by any party hereto by notifying the other parties hereto of such
cancellation in writing or by telegram at any time at or prior to the
Initial Closing Time, and any such cancellation or termination shall be
without liability of any party to any other party except as otherwise
provided in Section 6.
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Section 6. Indemnification and Exculpation.
(a) Indemnification by the Sponsor. Each Series, severally and not
jointly, agrees to indemnify and hold harmless the Selling Agent and
each person, if any, who controls the Selling Agent within the meaning
of Section 15 of the 1933 Act, as follows:
(i) against any and all loss, liability, claim, damage and
expense whatsoever arising out of any untrue statement or alleged
untrue statement of a material fact contained in the (or any
amendment thereto) or any omission or alleged omission therefrom
of a material fact required to be stated therein or necessary in
order to make the statements therein not misleading or arising out
of any untrue statement or alleged untrue statement of a material
fact contained in the Memorandum (or any amendment or supplement
thereto) or the omission or alleged omission therefrom of a
material fact necessary in order to make the statements therein,
in light of the circumstances under which they were made, not
misleading, unless such untrue statement or omission or alleged
untrue statement or omission was made in reliance upon and in
conformity with information relating to the Selling Agent or a
Trading Advisor or furnished or approved by the Selling Agent or a
Trading Advisor.
(ii) against any and all loss, liability, claim, damage and
expense whatsoever to the extent of the aggregate amount paid in
settlement of any litigation, or any investigation or proceeding
by any governmental agency or body commenced or threatened, or of
any claim whatsoever based upon any such untrue statement or
omission or any such alleged untrue statement or omission (any
settlement to be subject to indemnity hereunder only if effected
with the written consent of the Sponsor); and
(iii) against any and all expense whatsoever (including the
fees and disbursements of counsel) reasonably incurred in
investigating, preparing or defending against litigation, or any
investigation or proceeding by any governmental agency or body,
commenced or threatened, or any claim whatsoever based upon any
such untrue statement or omission, or any such alleged untrue
statement or omission, to the extent that any such expense is not
paid under clauses (i) or (ii) above.
In no case shall any Series be liable under this indemnity
agreement with respect to any claim made against any indemnified party
unless such Series shall be notified in writing of the nature of the
claim from which indemnity is sought within a reasonable time after the
assertion thereof, but failure to so notify such Series shall not
relieve such Series from any liability which it may have otherwise than
on account of this indemnity agreement. Each Series shall be entitled to
participate at its own expense in the defense or, if it so elects within
a reasonable time after receipt of such notice, to assume the defense of
that portion of any suit so brought relating to such Series'
indemnification obligations hereunder, which defense shall be conducted
by counsel chosen by it and satisfactory to the indemnified party or
parties, defendant or defendants therein. In the event that a Series
elects to assume the defense of any such suit and retain such counsel,
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the indemnified party or parties, defendant or defendants in the suit,
shall bear the fees and expenses of any additional counsel thereafter
retained by it or them.
In the event that indemnification otherwise due hereunder by its
terms is held to be unenforceable, the Selling Agent and the affected
Series shall contribute to the payment of the related claim in a manner
which reflects the relative fault and ability to have prevented the suit
as well as the relative benefit received from the offering of the Units
- i.e., the net proceeds of any Units in the case of any Series and the
Placement Fee and Sales Commission in the case of the Selling Agent.
The Sponsor agrees to notify the Selling Agent within a reasonable
time of the assertion of any claim in connection with the sale of the
Units against it or any of its officers or directors or any person who
controls the Sponsor within the meaning of Section 15 of the 1933 Act.
Section 7. Status of Parties. In selling the Units, the Selling Agent is
acting solely as an agent for the Series and not as a principal. The Selling
Agent will use its best efforts to assist the Series in obtaining performance
by each purchaser whose offer to purchase Units from the Series has been
accepted on behalf of the Series, but the Selling Agent shall not have any
liability to the Series in the event that Subscription Agreements are
improperly completed or any such purchase is not consummated for any reason.
Section 8. Representations, Warranties, Agreements and Covenants to
Survive Delivery. All representations, warranties, agreements and covenants
contained in this Agreement or contained in certificates of any party hereto
submitted pursuant hereto shall remain operative and in full force and effect,
regardless of any investigation made by, or on behalf of, the Selling Agent,
the Sponsor, or any person who controls any of the foregoing and shall survive
the Initial and each Additional Closing Time in the form restated and
reaffirmed as of each such Closing Time.
Section 9. Termination. The Sponsor has the right to terminate this
Agreement with regard to any one or more Series on its own behalf at any time
by giving notice to the Selling Agent. The Selling Agent has the right to
terminate this Agreement with regard to any one or more Series on its own
behalf at any time by giving notice to the Sponsor. The termination of this
Agreement shall not affect any obligations, representations, warranties and
covenants of the Sponsor or Selling Agent under this Agreement with respect to
Units sold or subscription agreements accepted prior to such termination.
Section 10. Survival. The obligation to settle accounts as well as the
indemnity provisions of this Agreement (as well as Section 12) shall survive
the termination of this Agreement.
Section 11. Notices and Authority to Act. All communications hereunder
shall be in writing and, if sent to the Sponsor, shall be mailed, delivered or
telegraphed and confirmed to it at UBS Fund Services Inc., ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇; if sent to any Series, such notice
shall be mailed, delivered or telegraphed and confirmed to it at [Name of
Series], c/o UBS Fund Services Inc., ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇
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60606; if sent to the Selling Agent, such notice shall be mailed, delivered or
telegraphed and confirmed to it at UBS Financial Services Inc., Alternative
Investments US, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇.
Section 12. Parties. This Agreement shall inure to the benefit of and be
binding upon the Selling Agent, each Series, the Sponsor and such parties'
respective successors to the extent provided herein. This Agreement and the
conditions and provisions hereof are intended to be and are for the sole and
exclusive benefit of the parties hereto and their respective successors,
assigns and controlling persons and parties indemnified hereunder, and for the
benefit of no other person, firm or corporation. No purchaser of a Unit shall
be considered to be a successor or assign solely on the basis of such
purchase.
Section 13. GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS
OF THE PARTIES CREATED HEREBY SHALL BE GOVERNED BY THE LAWS OF THE STATE OF
NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES, AND ALL PARTIES
CONSENT TO THE EXCLUSIVE JURISDICTION OF THE FEDERAL OR STATE COURTS LOCATED
IN CHICAGO, ILLINOIS.
Section 14. Requirements of Law. Whenever in this Agreement it is stated
that a party will take or refrain from taking a particular action, such party
may nevertheless refrain from taking or take such action if advised by counsel
that doing so is required by law or advisable to ensure compliance with law,
and shall not be subject to any liability hereunder for doing so, although
such action shall permit termination of the Agreement by the other parties
hereto.
Section 15. Each Series a Separate Legal Entity. The Series are legally
segregated from each other such that under Delaware law one Series is not
liable for the obligations of any other Series. Each reference to a Series in
this Agreement shall reference such Series separately and in no way shall be
construed so as to implicate that a Series will be liable for any obligation
of any other Series or that the Platform shall be liable for any such
obligations.
If the foregoing is in accordance with each party's understanding of its
agreement, each party is requested to sign and return to the Sponsor a
counterpart hereof, whereupon this instrument along with all counterparts will
become a binding agreement among them in accordance with its terms effective
as of the date first above written.
[The remainder of this page is intentionally left blank.]
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Very truly yours,
UBS MANAGED FUTURES LLC, on behalf of each Series UBS MANAGED FUND SERVICES INC.
currently, or to be, listed on Exhibit A
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
--------------------------------------------
By: UBS MANAGED FUND Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
SERVICES INC., Sponsor Title: President and Chief Executive Officer
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
----------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: President and Chief Executive Officer --------------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Director
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
-----------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Director
Confirmed and accepted effective as of
the date first above written:
UBS FINANCIAL SERVICES INC.
Selling Agent
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇
Title: Director
Date: December 27, 2006
11
EXHIBIT A
SCHEDULE OF SERIES
Dated as of November 13, 2006
1. UBS Managed Futures LLC (Aspect Series)
Exh.-1