EXHIBIT 10.6


                                       ----------------------------------------
LOGO        UBS     Wealth             This document is for Financial Advisor
OMITTED             Management         use only. Clients who wish to subscribe
                                       must receive "numbered" offering
                                       materials from the Platform's
                                       Administrator. Complete a Client
For Internal Use Only                  Literature Request Form to have offering
                                       materials sent to your client.
                                       ----------------------------------------


UBS Managed Futures LLC
Form of Subscription Agreement



Investors
===============================================================================
Please:

o     Comtplete pages 3 and 4 and return the entire booklet, (with payment),
      to your Financial Advisor.


o     Only fully completed booklets (no faxes, no copies) will be accepted.

o     Do not tear out pages.

o     Retain a copy for your files.


o     Read the Platform Agreement, Schedule 1 and the Privacy Notice on pages
      2 and 6-9.


Have you completed all sections on pages 3 and 4?

Financial Advisors/Branch Managers:

o     Complete page 5 of this booklet.

o     This booklet and the prospective investor's CAI Statement of net worth
      must be received by Alternative Investments US no later than 7 full
      calendar days before the first day of the month in which the investor
      plans to invest.

o     Send completed booklet and CAI Statement (with appropriate supervisory
      signatures) to:

          UBS Financial Services Inc.
          Alternative Investments US
          1285 Avenue of the Americas
          New York, NY 10019
          Attn: Operations - 37th Floor







UBS Financial Services Inc.


<PAGE>



Instructions for Completing the Subscription Agreement
===============================================================================

Prospective investors should read the Confidential Disclosure Document (parts
one and two) and the Platform's Limited Liability Company Agreement, as well
as this booklet prior to subscribing.

Please complete pages 3 and 4 of the Subscription Agreement and promptly
return the entire booklet, (together with payment), to your Financial Advisor.
Retain a copy for your files.

Please note that capitalized terms not otherwise defined herein have those
meanings ascribed to such terms in the Confidential Disclosure Document.
Please consult your Financial Advisor or call Alternative Investments US at
800-848-1814 for assistance.
-------------------------------------------------------------------------------


A.    Payment Information:


      o     Indicate payment amount.

      o     Provide your Brokerage Account Number.

      o     Be sure that the funds are drawn on an account that corresponds
            exactly to the name of the investor.
-------------------------------------------------------------------------------


B.    Investor Information:


      o     Include the investor's state of residence or principal place of
            business and Social Security/Tax ID Number.

      o     Provide the investor's mailing address exactly as it should appear
            on address labels.
-------------------------------------------------------------------------------


C.    Investor Type:


      Please indicate the applicable investor type - check only one box.

      NOTE: The Platform will not accept Subscription Agreements from
      charitable remainder trusts.
-------------------------------------------------------------------------------


D.    Accredited Investor Representation:


      Please read Schedule 1 on page 2 and check the appropriate box.
      Generally, an "accredited investor" for the purpose of investing in the
      Platform has a net worth in excess of $1 million for individuals
      (together with spouse) or total assets in excess of $5 million for
      entities.
-------------------------------------------------------------------------------

E.    Client Acknowledgement:

      Please read the acknowledgement (Section E) carefully and initial both
      (b) and (d) on page 3. Please indicate the amount of the placement fee,
      if any, in (c).
-------------------------------------------------------------------------------

F.    Foundations:

      Investors that are "Foundations," as determinded by the Sponsor, should
      read Section F and initial the space provided.
-------------------------------------------------------------------------------

G.    Email Consent:

      Please read Section G and, if you so choose, initial the space provided
      to approve receipt of various Platform materials in electronic form.
-------------------------------------------------------------------------------

H.    Client Signature:

      Please sign the appropriate box on page 4.


================================================================================
Questions? Call 800-848-1814                              For Internal Use Only


                                      1
<PAGE>


UBS Managed Futures LLC
Schedule I

Please refer to the representations below in order to complete section D on
page 3.

ACCREDITED INVESTOR STATUS

The Undersigned must certify that it is an accredited investor under
Regulation D meeting the net worth requirements (rather than the income
requirements). As used herein, "net worth" means the excess of total assets at
fair market value, including home, over total liabilities. For the purpose
of determining "net worth," the principal residence owned by an individual
shall be valued at either (A) cost, including the cost of improvements, net of
current encumbrances upon the property, or (B) the appraised value of the
property as determined by an institutional lender, net of current
encumbrances upon the property.

ACCREDITED INVESTOR STATUS

I.    Individuals, Joint Tenants and IRAs

The Undersigned, either individually or together with the Undersigned's
spouse, has a net worth in excess of $1 million.

II.   Trusts

(a) The trust has total assets in excess of $5 million, it was not formed for
the specific purpose of investing in the Platform, and its investment in the
Platform is directed by a person who has such knowledge and experience in
financial and business matters that he or she is capable of evaluating the
merits and risks of an investment in the Platform.

(b) Each grantor of the trust has the power to revoke the trust and regain
title to the trust assets, and each grantor is an accredited investor.

(c) The trustee of the trust is a "bank" as defined in Section 3(a)(2) of the
Securities Act or a savings and loan association or other institution referred
to in Section 3(a)(5)(A) of the Securities Act.

III.  Retirement Plans

(a) The plan has total assets in excess of $5 million.

(b) Each participant in the plan is an accredited investor.

(c) The plan is participant directed, with investment decisions made solely
by persons who are accredited investors.

(d) Investment decisions for the plan are made by a "plan fiduciary" as
defined in Section 3(21) of ERISA that is a bank, insurance company,
registered investment adviser or savings and loan association.

IV.   Corporations, Partnerships, Limited Liability Companies and Other
      Entities

(a) The Undersigned is a corporation, partnership, limited liability company,
Massachusetts or similar business trust, or an organization described in
Section 501(c)(3) of the Code, not formed for the specific purpose of
investing in the Platform, with total assets in excess of $5 million.

(b) Each shareholder, partner, or other equity owner of the Undersigned, as
the case might be, is an accredited investor.

(c) The Undersigned is a "bank" as defined in Section 3(a)(2) of the
Securities Act or a "savings and loan association" or other institution
referred to in Section 3(a)(5)(a) of the Securities Act, whether acting in its
individual or fiduciary capacity.

(d) The Undersigned is a "broker or dealer" registered pursuant to Section 15
of the Securities Exchange Act of 1934, as amended.

(e) The Undersigned is an "insurance company" as defined in Section 2(13) of
the Securities Act.

(f) The Undersigned is an "investment company" registered under the Investment
Company Act.

(g) The Undersigned is a "small business investment company" licensed by the
U.S. Small Business Administration under Section (301)(c) or (d) of the Small
Business Investment Act of 1958, as amended.

(h) The Undersigned is a "business development company" as defined in Section
2(a)(48) of the Investment Company Act or a "private business development
company" defined in Section 202(a)(22) of the Investment Advisers Act of 1940,
as amended.


================================================================================
Questions? Call 800-848-1814                              For Internal Use Only


                                      2
<PAGE>


UBS Managed Futures LLC           Return entire booklet -- Do not tear out pages
Subscription Agreement           Check only one box in each of sections C and D.
================================================================================

<TABLE>
<CAPTION>

<S>                                                         <C>
A.    UBS Managed Futures LLC (Aspect Series)               Brokerage Account #:

         Payment Amount: $________________________                              (Funds must be currently available)
         (Note: Your account will also be debited for any placement fee, if changed.)
----------------------------------------------------------------------------------------------------------------------------
B.       Investor Information:

         SSN/Tax ID #:                                State: __________________________________           Phone:
                                                      (Investor Residence/Principal Place of Business)
                      Mr._______  Mrs._______  Ms.________ Miss_________  Dr.________    Other_________     Fax:
         Investor
         Address:

                                           Not for Public Use

         Attention
         (Name):

         E-mail:
----------------------------------------------------------------------------------------------------------------------------

C.   Investor Type:                                             D.    Accredited Investor Representation:
     Check only one box.                                              The investor is an "accredited investor"
     No charitable remainder trusts.                                  as described in Schedule I [generally,
                                                                      net worth in excess of $1 million for
                                                                      individuals (together with spouse) or
                                                                      total assets in excess of $5 million for
                                                                      entities]. Please read Schedule I on
                                                                      page 2 and check one appropriate box.

     |_| Individuals/IRAs/Joint Accounts                              |_| (I)
     |_| Revocable Trust                                              |_| (II)a or       |_| (II)b or      |_| (II)c
     |_| Irrevocable Trust                                            |_| (II)a or       |_| (II)c
     |_| Participant Directed Retirement Plan                         |_| (III)c
     |_| Other Retirement Plans                                       |_| (III)a or      |_| (III)b or     |_| (III)d
     |_| Corporations, Partnerships, Limited Liability                |_| (IV)a or       |_| (IV)b or      |_| (IV)c or
     |_| Companies and Other Entities                                 |_| (IV)d or       |_| (IV)e or      |_| (IV)f or
                                                                      |_| (IV)g or       |_| (IV)h
----------------------------------------------------------------------------------------------------------------------------

E.    Client Acknowledgement: By signing below, the investor acknowledges,
      represents and agrees that:

      (a)   It has received, carefully read and will be bound by this Subscription Agreement (including pages 6-9) and the
            Platform's Limited Liability Company Agreement (the "LLC Agreement") (collectively, the "Agreements"), including
            the pre-dispute arbitration clause that appears in Section VI on page 8 hereof and in Section 8.14 of the LLC
            Agreement, and agrees that signing below constitutes the execution and receipt of the Agreements.

      (b)   ____________     ____________    It has received a copy of the Confidential Disclosure Document, has read it and
            Initial          Initial         understands it and is aware of the Platform's limited provisions for
             (If joint both investors        transferability and redemption.
                 must initial)

      (c)   The execution of this Subscription Agreement authorizes UBS Financial Services Inc. or UBS International Inc.,
            as applicable (the "Selling Agent"), to issue a check or wire funds in the amount of the investor's net
            investment and the amount of the placement fee, if any, from the brokerage account specified above to the
            Platform's account for the investor's net investment and to the Selling Agent in satisfaction of the investor's
            placement fee, if any. The placement fee to be charged to the investor will equal ________%.

      (d)   ____________     ____________    It is NOT (A) a non-resident alien or (B) a foreign corporation, foreign
            Initial          Initial         partnership,  foreign trust or foreign estate (as those terms are defined in
             (If joint both investors        the Internal Revenue  Code of 1986, as amended, including income tax
                 must initial)               regulations (the "Code") for purposes of U.S. federal income taxation. It
                                             agrees to notify the Platform within 60 days of the date that it becomes a
            foreign person or entity. It further certifies that (i) its name, U.S. tax identification number, home address
            (in the case of an individual) and business address (in the case of an entity), as they appear in your records,
            are true and correct and (ii) it is not subject to backup withholding because it is exempt from backup
            withholding or it has not been notified by the Internal Revenue Service that it is subject to backup withholding
            as a result of a failure to report all interest or dividends. It understands that these certifications, which
            are made under penalty of perjury, may be disclosed to the Internal Revenue Service by the Platform and that any
            false statement contained in this paragraph could be punished by fine and/or imprisonment.

      (e)   It confirms that with respect to the information maintained by the Selling Agent regarding the investor's
            portfolio held at the Selling Agent, the investment objective and risk profile applicable to that portion of
            such portfolio invested in the Platform are, respectively, "capital appreciation" and "aggressive/speculative."
----------------------------------------------------------------------------------------------------------------------------
</TABLE>

      Please continue on page 4.






================================================================================
Questions? Call 800-848-1814                              For Internal Use Only


                                      3
<PAGE>


UBS Managed Futures LLC
Subscription Agreement            Return entire booklet -- Do not tear out pages
================================================================================

F.    Foundations:
      _________ I am a "Foundation," as determined by the Sponsor, and I
       Initial  acknowledge and represent to the Platform that:

      o     I am a "private foundation" within the meaning of the Code;

      o     I have received and reviewed a copy of the Confidential Disclosure
            Document, including any discussion therein concerning the tax
            aspects of investing in the Platform;

      o     The Selling Agent has not provided me with any advice as to what
            may or may not constitute an investment that could jeopardize the
            carrying out of any of my exempt purposes;

      o     The Selling Agent has not provided me, and does not intend to
            provide me, with any individualized tax or legal advice regarding
            an investment in the Plaftorm; and

      o     The Selling Agent has encouraged me to contact my own financial or
            tax advisor regarding any questions I may have about the impact of
            the Code or other laws with respect to my proposed investment in
            the Platform.
--------------------------------------------------------------------------------

G.    Email Consent:

      By signing below, the investor represents and warrants that it consents
      to the Platform, the Series, the Sponsor, the Trading Advisors or the
      Administrator sending disclosure documents, offering materials,
      statements, reports and other communications regarding the Platform and
      the investor's investment in the Platform (including net asset value
      information and subscription and redemption activity) in electronic
      form.

      Initial__________ Initial __________
      (If joint both investors must initial)
--------------------------------------------------------------------------------

H.    Client Signatures:

      Please sign in the appropriate box below.

<TABLE>
<CAPTION>

1. For Individuals, IRAs and Joint Accounts only:
(If joint both investors must initial)
<S>                                                      <C>
----------------------------------------------------     ----------------------------------------------------
Signature                           Date                 Additional Investor Signature          Date
                                                         (e.g., joint account)

----------------------------------------------------     ----------------------------------------------------
Print Name                                               Print Name of Additional
                                                         Investor



2. All Other Investors:


o     For Entities (e.g., corporations, partnerships, limited liability companies), indicate Name of Entity, Date of Entity
      Formation and Authorized Signatory.


o     For Benefit Plans/Trusts (no charitable remainder trusts), indicate names of all Trustees and Person(s) exercising
      investment discretion with respect to Benefit Plan or Trust. If Plan is Participant Directed, Trustee(s) AND
      Participant must sign. If UBS Fiduciary Trust Company is a corporate trustee, it may only execute upon the direction
      of the Named Fiduciary of the Plan.


                                                         ----------------------------------------------------
                                                         Print Name of Entity/Plan or           Date of Entity
                                                         Trust                                  Formation (if
                                                                                                applicable)
----------------------------------------------------     ----------------------------------------------------
By: Authorized Signatory            Date                 Signature                              Date

----------------------------------------------------     ----------------------------------------------------
Print Name                          Title                Print Name                             Title

----------------------------------------------------     ----------------------------------------------------
Signature                           Date                 Signature                              Date

----------------------------------------------------     ----------------------------------------------------
Print Name                          Title                Print Name                             Title
</TABLE>

Make sure you have completed all applicable sections on pages 3 and 4.





================================================================================
Questions? Call 800-848-1814                               For Internal Use Only


                                      4
<PAGE>


FOR FINANCIAL ADVISORS/BRANCH MANAGERS


This page must be completed and signed by the Financial Advisor and Branch
Manager.


The Financial Advisor must complete net worth and suitability documentation to
fulfill suitability obligations to the prospective investor. This entire
booklet and the prospective investor's Client Account Information ("CAI")
Statement of net worth must be received by Alternative Investments US no later
than 7 calendar days prior to the first day of the month in which the investor
plans to invest.


Please send completed booklet and CAI Statement (with appropriate supervisory
signatures) to:


UBS Financial Services Inc.
Alternative Investments US
1285 Avenue of the Americas
New York, New York 10019
Attn: Operations - 37th Floor.
--------------------------------------------------------------------------------
Investor Suitability:

With regard to the proposed investment of the aforementioned client in the
Platform, I, as Financial Advisor to the client, by signing below, certify
that I have:

(1)   informed the client of all pertinent facts relating to the liquidity and
      transferability of the Platform; and

(2)   have reasonable grounds to believe (on the basis of information obtained
      from the client concerning the client's age, investment objectives,
      investment experience, income, net worth, financial situation and needs,
      other investments and any other information known by me, including the
      attached CAI Statement) that:

      (a)   an investment in the Platform is suitable and appropriate for the
            client;


      (b)   the client meets all applicable minimum income, net worth, liquid
            assets and other objective suitability standards;


      (c)   the client can reasonably benefit (including realizing any
            intended tax benefit, if applicable) from the Platform based on
            the client's financial position, overall investment objectives and
            portfolio structure;

      (d)   the client can bear the economic risks of the investment in the
            Platform; and

      (e)   the client appears to have an understanding of:

            (i)   the fundamental risks of the Platform (including that the
                  client may lose his or her entire investment);

            (ii)  the restrictions on the liquidity and transferability of the
                  Platform;

            (iii) the background and qualifications of the Sponsor and Trading
                  Advisors of the Platform; and

            (iv)  the tax consequences with respect to an investment in the
                  Platform.

      (f)   this investment in the Platform does not exceed 10% of the
            client's net worth on the CAI Statement.


Regarding Item 2(b) above, in the event that the client is an entity (such as
a trust or partnership) that does not itself meet the minimum investment
requirements (such as net worth); I have ascertained from the appropriate
parties (such as the client's trustee or general partner) that all of the
client's beneficial owners meet such requirements.


<TABLE>
<CAPTION>

<S>                                                                  <C>
Print Name of Financial Advisor:_________________________________    Account #: ___________________________________________


Financial Advisor Signature: ____________________________________    Placement Fee:             % (0-2%; MUST BE COMPLETED)
                                                                                   ----------------------------------------
                                                                     (Fee will be charged in addition to net investment.)
Date:                                         (MUST BE COMPLETED)
      -----------------------------------------------------------
Note: The CAI Statement that accompanies this form must be           Branch Code/FA #/Division:
dated before or the same day this application is signed.

Financial Advisors must reconcile the information                    Financial Advisor Telephone #:
listed on this application with the client's account
records, including updating the client's net worth,                  Financial Advisor E-mail Address:
objectives and any other relevant information.
----------------------------------------------------------------------------------------------------------------------------


Branch Manager Signature:


I certify that I have reviewed the completed Investor Suitability section
above, the Subscription Agreement and the CAI Statement, and I agree, based
upon the information known to me, with the Financial Advisor's determination
that the investment being subscribed for is suitable and appropriate for the
client.



Print Name of Branch Manager: __________________________________


Branch Manager Signature: ______________________________________     Date:                         (MUST BE COMPLETED)
                                                                           ------------------------------------------------

If the above named account is an IRA of the Selling Agent,           Note: The CAI Statement that accompanies this form must
then the Branch Manager, as a result, also signs as the              be dated before or the same day this application is
custodian of the IRA and accepts and agrees to this                  signed.
subscription.
</TABLE>






================================================================================
Questions? Call 800-848-1814                               For Internal Use Only


                                      5
<PAGE>


Platform Agreement

The undersigned (the "Undersigned") wishes to become an investor in UBS
Managed Futures LLC (the "Platform"), a Delaware limited liability company
organized in segregated series (each a "Series"), which invest substantially
all of their assets in wholly-owned subsidiaries or existing funds (each a
"Trading Fund" the Series into which the Undersigned is subscribing and such
series' Trading Fund are collectively referred to as the "Platform," unless
the context otherwise requires) and to purchase units of limited liability
company interest ("Units") in a particular Series indicated herein upon the
terms and conditions set forth herein and in the Confidential Disclosure
Document of the Platform, as the same may be updated or modified from time to
time (including Parts One and Two, the "Memorandum"), and the Limited
Liability Company Agreement of the Platform, as the same may be amended from
time to time (the "LLC Agreement"). Terms not otherwise defined herein have
the meanings attributed to them in the Memorandum.


Accordingly, the Undersigned agrees as follows:


I. APPLICATION FOR UNITS

(A) The Undersigned agrees to become an investor in the Platform (an
"Investor"), and in connection therewith, subscribes for and agrees to
purchase Units in and to make a capital contribution (a "Capital
Contribution") to the Platform. Payment in good funds for Units (the
"Payment") must be received 7 calendar days prior to the first day of the
month in which the Undersigned plans to invest (the "Closing Date"). The
minimum initial subscription is $10,000, including placement fees, if any. The
Platform may vary the minimum investment from time to time. Payments for Units
may not earn interest.

(B) The Undersigned understands and agrees that UBS Managed Fund Series Inc.
(the "Sponsor") reserves the right to reject this subscription for Units for
any reason or no reason, in whole or in part, and at any time prior to its
acceptance. If the subscription is rejected, the Payment with or without
interest, as applicable, will be returned promptly to the Undersigned and this
Investor Platform Agreement (the "Agreement") shall have no force or effect.
Upon acceptance of this subscription by the Platform, the Undersigned shall
become an Investor in the Plaform.


II. REPRESENTATIONS AND COVENANTS


(A) If an individual, the Undersigned (including each individual joint
Undersigned) is at least 21 years old and is legally competent to execute and
deliver this Agreement and to comply with the terms of this Agreement, as well
as to discharge the Undersigned's obligations to the Platform. If an entity
(e.g., a corporation, partnership, limited liability company or trust), the
Undersigned is duly authorized and qualified to become an Investor.

(B) The person executing and delivering the Agreement on behalf of the
Undersigned (the "Signatory"; the Undersigned and the Signatory to be referred
to collectively as the Undersigned, unless the context otherwise requires) has
been duly authorized by the Undersigned to do so. The Undersigned has full
right and power to comply with the terms of this Agreement, as well as to
discharge its obligations to the Platform, including under the LLC Agreement.

Entity Investors must confirm that they are authorized to invest in the
Platform, which is a speculative, non-traditional investment. Many entity
Investors may not, in fact, be authorized -- pursuant to their charter
documents, investment policies or other applicable provisions -- to invest in
the Platform.


(C) If the Undersigned is an entity, the Undersigned was not formed for the
specific purpose of investing in the Platform and no more than 40% of its
assets are invested in the Platform. Investors in the Undersigned participate
in investments made by the Undersigned on a pro rata basis in accordance with
each such investor's interest in the Undersigned (except as necessary to
comply with applicable laws or regulations).

(D) The Undersigned acknowledges that: (i) the transfer of the Undersigned's
Units is subject to restrictions in the LLC Agreement and requires the consent
of the Sponsor, which consent may be withheld in its sole discretion; provided
that, an Investor may assign or transfer the economic benefits of ownership of
its Units without regard to such consent; (ii) the Units may not be
transferred to any person that is not an "accredited investor" as that term is
used herein; (iii) investments in the Platform are illiquid; (iv) no market
exists for the Units, and none is expected to develop; and (v) Units will not
be listed on any exchange or otherwise regularly traded.


(E) The Undersigned has received, carefully read and understands the LLC
Agreement and the Memorandum outlining, among other things, the organization
and investment objective and policies of, and the risks and expenses of an
investment in, the Platform. The Undersigned acknowledges that in making a
decision to subscribe for Units, the Undersigned has relied solely upon the
Memorandum, the LLC Agreement and independent investigations made by the
Undersigned. The Undersigned's investment in the Units is consistent with the
investment purposes, objectives and cash flow requirements of the Undersigned
and will not adversely affect the Undersigned's overall need for
diversification and liquidity.

The Undersigned has been provided an opportunity to obtain any additional
information concerning the offering, the Platform and all other information to
the extent the Platform, the Sponsor, or UBS Financial Services Inc. or UBS
International Inc., and their affiliates (individually or collectively, as the
case may be, the "Selling Agent"), possesses such information or can acquire
it without unreasonable effort or expense, and has been given the opportunity
to ask questions of, and receive answers from, the Sponsor or the Selling
Agent concerning the terms and conditions of the offering and other matters
pertaining to this investment. In making its decision to purchase the Units,
the Undersigned has relied solely upon its own independent investigations. The
Undersigned is not relying on the Platform, the Sponsor or the Selling Agent,
or any other person or entity with respect to the legal, tax and other
economic considerations involved in this investment other than the
Undersigned's own advisers.

(F) The Undersigned has not reproduced, duplicated or delivered the
Memorandum, the LLC Agreement or this Agreement to any other person, except to
the Undersigned's professional advisers or as instructed by the Sponsor.

(G) The Undersigned has such knowledge and experience in financial and
business matters that the Undersigned is capable of evaluating the merits and
risks of the Undersigned's investment in the Platform and is able to bear such
risks, and has obtained, in the Undersigned's judgment, sufficient information
from the Platform or its authorized representatives to evaluate the merits and
risks of such investment. The Undersigned has evaluated the risks of investing
in the Platform, understands there are substantial risks of loss incidental to
the purchase of Units, and has determined that the Units are a suitable
investment for the Undersigned.

(H) The Undersigned confirms that none of the Sponsor, the Platform, the
Selling Agent or any associate, affiliate, representative or adviser of any of
the foregoing, guarantees the success of an investment in the Platform or that
substantial losses will not be incurred on such investment.

(I) The Undersigned is aware of the limited provisions for transferability and
redemption from the Platform and has read the relevant sections in the
Memorandum or the LLC Agreement. The Undersigned has no need for liquidity in
this investment, can afford a complete loss of the investment in the Units and
can afford to hold the investment for an indefinite period of time.

(J) The Undersigned is acquiring the Units for its own account, for investment
purposes only and not with a view toward distributing or reselling the Units
in whole or in part.


(K) The Undersigned understands the method of compensation under the LLC
Agreement between the Platform and the Sponsor and the method of compensation
between the relevant Trading Advisor and Trading Fund, including the
Performance Fee and its risks, including that:


(1) The Performance Fee may create an incentive for the Trading Advisor to
cause the relevant Trading Fund to make investments that are riskier or more
speculative than would be the case in the absence of a Performance Fee; and


(2) The Trading Advisor may receive increased compensation since the
Performance Fee may be calculated on a basis which includes realized and
unrealized appreciation.

(L) If the Undersigned is a tax-exempt entity, the Undersigned acknowledges
that the Platform may use leverage in connection with its trading activities
and that the Undersigned may incur income tax liability with respect to its
share of net profits from such leveraged transactions to the extent they are
treated as giving rise to "unrelated business taxable income" ("UBTI"). In
addition, if the Undersigned is an IRA, the Undersigned acknowledges that it
may be required to make payments, including estimated payments, and file an
income tax return for any taxable year in which it has UBTI. To file the
return, it may be necessary for the IRA to obtain an Employer Identification
Number.


(M) If the Undersigned is an employee benefit plan as defined in and subject
to the Employee Retirement Income Security Act of 1974, as amended ("ERISA"),
or a plan as defined in and subject to Section 4975 of the Internal Revenue
Code of 1986, as amended (the "Code") (each a "Plan"), the fiduciary executing
this Agreement on behalf of the Plan (the "Fiduciary"), which in the case of
an IRA is the individual who established the Plan, represents and warrants to
the Platform that:

(1) The Fiduciary has considered the following with respect to the Plan's
investment in the Platform and has determined that, in review of such
considerations, the purchase of the Units is consistent with the Fiduciary's
responsibilities under ERISA:


(a) The fiduciary investment standards under ERISA in the context of the
Plan's particular circumstances;

(b) The permissibility of an investment in the Platform under the documents
governing the Plan and the Fiduciary; and


(c) The risks associated with an investment in the Platform and the fact that
the Undersigned may be unable to redeem its Units. However, the Platform may
redeem Units at certain times and under certain conditions set forth in the
Memorandum.

(2) The Fiduciary (a) is solely responsible for the decision to invest in the
Platform; (b) is independent of the Platform, the Sponsor, the Selling Agent,
the Trading Advisor, the Clearing Broker, the foreign exchange dealer, the
Financial Advisors facilitating the purchase and each of their affiliates; (c)
is qualified to make such investment decision; and (d) in making such
decision, has not relied on any advice or recommendation of the Sponsor, the
Selling Agent or any of their employees or affiliates.


(3) If UBS Fiduciary Trust Company is the corporate trustee of the Plan, the
Fiduciary has directed UBS Fiduciary Trust Company to execute this Agreement
and the Fiduciary agrees that all of the representations and covenants made
hereunder by the "Undersigned" apply solely to the Fiduciary and the Plan and
not to UBS Fiduciary Trust Company.

(N) The Undersigned understands that:


(1) The Platform and the Sponsor have no financial or operating history;

(2) No federal or state agency has passed upon the Units or made any findings
or determination as to fairness of this investment;

(3) The representations, warranties, agreements, undertakings and
acknowledgments made by the Undersigned in this Agreement will be relied upon
by the Platform, the Sponsor and the Selling Agent in determining the
Undersigned's suitability as a purchaser of Units and the Platform's
compliance with federal and state securities laws, and shall survive the
Undersigned's admission as an Investor;


Questions? Call 800-848-1814                               For Internal Use Only

                                      6
<PAGE>


Platform Agreement

(4) A placement fee of up to 2% of the Capital Contribution may be charged by
the Selling Agent in connection with this investment and only the net amount,
after deduction of the placement fee, will be invested in the Platform;

(5) The Selling Agent's Financial Advisors receive compensation from the
Selling Agent, including compensation based upon assets under management, and
a portion of the placement fee, if applicable;

(6) The Selling Agent is not guaranteeing or assuming responsibility for the
operation or possible liabilities of the Sponsor, the Platform, any Series,
any Trading Advisor or any Trading Fund;

(7) The Sponsor is an indirect subsidiary of UBS AG ("UBS"), as well as an
affiliate of the Selling Agent. The Undersigned further understands that the
Sponsor may transfer its interest as Sponsor as described in the LLC
Agreement; and

(8) As disclosed in the Memorandum, UBS Securities LLC, an affiliate of the
Sponsor, receives substantial brokerage commissions from the Trading Funds.
Such brokerage commissions were not negotiated at arm's-length.

(O) The Undersigned acknowledges and agrees to the investment of the
Platform's cash as described under "Interest Income" in the Part One(A): UBS
Managed Futures LLC General Information of the Memorandum.

(P) The Undersigned acknowledges and understands that the Sponsor may make the
Schedule K-1s prepared for the Undersigned in connection with the
Undersigned's investments in the Platform accessible to the Undersigned's
Financial Advisor, and consents to its Financial Advisor having access to the
Undersigned's Schedule K-1s.

(Q) If the Undersigned is an entity, the person executing and delivering this
Agreement on behalf of the Undersigned will furnish to the Platform a true and
correct copy of any formation documents of the Undersigned, including all
amendments thereto.(1)


(R) All information which the Undersigned has provided to the Platform, the
Sponsor or the Selling Agent concerning the Undersigned, the Undersigned's
status, financial position, knowledge and experience of financial, tax and
business matters, or, in the case of an Undersigned that is an entity, the
knowledge and experience of financial, tax and business matters of the person
making the investment decision on behalf of such entity, is correct and
complete as of the date set forth herein and if there should be any material
change in such information, the Undersigned will immediately notify the
Sponsor and the Selling Agent and furnish such revised or corrected
information to the Sponsor.


(S) The Undersigned understands that the value of the Units and redemptions
under the LLC Agreement, and the performance of the Platform, may be based on
unaudited and, in some cases, estimated valuations of the Platform's
investments and that any valuation provided in the Undersigned's account
statement may be an unaudited, estimated value.

(T) If the Undersigned is a foundation, as determined by the Sponsor, the
Undersigned acknowledges that its directors and officers have carefully
considered the Platform in light of the Undersigned's investment policies,
objectives and risk tolerances. This includes a review of the Memorandum.
Effective as of the date hereof, the Undersigned's directors have voted
unanimously to make an allocation through the Platform in the amount set forth
herein to managed futures. While the Sponsor, a Financial Advisor, the Selling
Agent or their affiliates may have introduced the Undersigned to the Platform
as part of an overall investment recommendation, the directors of the
Undersigned recognize that they are acting as fiduciaries for the Undersigned
in choosing to make such an investment and thus bear ultimate responsibility
for the suitability of the decision. As such, the directors and officers of
the Undersigned acknowledge that they have considered the liquidity,
transparency, tax situation and other risks and considerations detailed in the
Memorandum and the LLC Agreement and concur that the allocation to managed
futures through the Platform is a suitable investment decision for the
Undersigned.

(U) The Undersigned agrees that the representations, warranties and agreements
contained in this Agreement shall be deemed to be repeated as of the date the
Undersigned purchases Units of any Series.

(V) The Undersigned agrees that the representations, warranties and agreements
contained in this Agreement, and all other information regarding the
Undersigned set forth herein and any or all other information which the
Undersigned discloses to his or her Financial Advisor, may be used as a
defense in any actions relating to the Platform or the offering of its Units,
and that it is only on the basis of such representations, warranties,
agreements and other information that the Sponsor may be willing to accept the
Undersigned's subscription to the Platform.

(W) The Undersigned's subscription monies were not derived from activities
that may contravene U.S. (federal or state) or international anti-money
laundering laws and regulations. The Undersigned is not (i) an individual,
entity or organization named on a United States Office of Foreign Assets
Control ("OFAC") "watch list" and does not have any affiliation with any kind
of such individual, (ii) a foreign shell bank, (iii) a person or entity
resident in or whose subscription funds are transferred from or through a
jurisdiction identified as non-cooperative by the Financial Action Task Force
or (iv) a senior foreign political figure,3 an immediate family member4 or
close associate5 of a senior foreign political figure within the meaning of
the USA PATRIOT Act of 2001, as amended.6 The Undersigned agrees to promptly,
notify the Sponsor should it become aware of any change in the information set
forth in this representation. The Undersigned acknowledges that, by law, the
Sponsor may be obligated to "freeze the account" of the Undersigned, either by
prohibiting additional subscriptions, declining any redemption requests and/or
segregating the assets in the account in compliance with governmental
regulations, and the Sponsor may also be required to report such action and to
disclose the Undersigned's identity to OFAC. The Undersigned represents and
warrants that all of the information which it has provided to the Platform in
connection with this Agreement is true and correct, and agrees to provide any
information the Sponsor or its agents deem necessary to comply with its
anti-money laundering program and related responsibilities from time to time.
If the Undersigned has indicated in this Agreement that it is an intermediary
subscribing in the Platform as a record owner in its capacity as agent,
representative or nominee on behalf of one or more underlying investors
("Underlying Investors"), it agrees that the representations, warranties and
covenants are made by it on behalf of itself and the Underlying Investors.


III. GENERAL


(A) The Undersigned agrees to indemnify and hold harmless the Platform, the
Sponsor, each principal and officer of the Sponsor, the Selling Agent, and
each of their affiliates, and each other person, if any, who controls, is
controlled by, or is under common control with, any of the foregoing, within
the meaning of Section 15 of the Securities Act of 1933, as amended (the
"Securities Act"), against any and all loss, liability, claim, damage and
expense whatsoever (including all expenses reasonably incurred in
investigating, preparing or defending against any claim whatsoever) arising
out of or based upon (i) any false representation or warranty made by the
Undersigned, or breach or failure by the Undersigned to comply with any
covenant or agreement made by the Undersigned, in this Agreement or in any
other document furnished by the Undersigned to any of the foregoing in
connection with this transaction or (ii) any action for securities law
violations instituted by the Undersigned which is finally resolved by judgment
against the Undersigned.


(B) The Undersigned hereby appoints the Sponsor as its true and lawful
representative and attorney-in-fact, in its name, place and stead to make,
execute, sign, acknowledge, swear to and file:

(i) Any corporate certificate, business certificate, fictitious name
certificate, or amendment thereto, or other instrument or document of any kind
necessary or desirable to accomplish the business, purpose and objective of
the Platform, or required by any applicable federal, state, local or foreign
law;

(ii) The LLC Agreement and any amendment duly approved as provided therein;
and

(iii) Any and all instruments, certificates and other documents which may be
deemed necessary or desirable to effect the winding-up and termination of the
Platform.


This power of attorney is coupled with an interest, is irrevocable, and shall
survive and shall not be affected by the subsequent death, disability,
incompetency, termination, bankruptcy, insolvency or dissolution of the
Undersigned; provided, however, that this power of attorney will terminate
upon the substitution of another Investor for all of the Undersigned's
investment in the Platform or upon the withdrawal of the Undersigned from the
Platform pursuant to any periodic redemption or otherwise. The Undersigned
hereby waives any and all defenses which may be available to contest, negate
or disaffirm the actions of the Sponsor taken in good faith under such power
of attorney.


(C) If any provision of this Agreement is invalid or unenforceable under any
applicable law, then such provision shall be deemed inoperative to the extent
that it may conflict therewith and shall be deemed modified to conform with
such applicable law. Any provision hereof which may be held invalid or
unenforceable under any applicable law shall not affect the validity or
enforceability of any other provisions hereof, and to this extent the
provisions hereof shall be severable.


(D) The Undersigned certifies that it is not required to be registered as a
futures commission merchant, introducing broker, commodity pool operator,
commodity trading advisor or leveraged transaction merchant nor is it an
investment pool required to be operated by a registered commodity pool
operator.(2)

(E) The Undersigned agrees that if it is a participant-directed defined
contribution plan, an employee benefit plan qualified under ERISA that is both
voluntary and contributory, or a "charitable remainder trust" within the
meaning of Section 664 of the Code, the Undersigned will contact the Sponsor
and will be required to provide additional documentation.


IV. TRUSTEE, AGENT, REPRESENTATIVE OR NOMINEE


If the Undersigned is acting as trustee, agent, representative or nominee for,
or will enter into a swap, structured note or other derivative instrument, the
return from which is based in whole or in part on the return of the Platform
(a "Swap") with a third party (a "Third Party"), the Undersigned will notify
the Sponsor that it is acting in such capacity and the Undersigned understands
and acknowledges that the representations, warranties and agreements made
herein are made by the Undersigned (A) with respect to the Undersigned and (B)
with respect to the Third Party. The Undersigned further represents and
warrants that (i) it has all requisite power and authority from said Third
Party to execute and perform the obligations under this Agreement and (ii)
with respect to a Third Party entering into a Swap: (a) the Third Party is
authorized under its constituent documents and applicable law to enter into
the Swap and would also be so authorized to invest directly in the Platform;
(b) the Third Party has received and reviewed a copy of the Memorandum and the
LLC Agreement; (c) the Third Party acknowledges that the Platform and its
affiliates are not responsible for the legality, suitability or tax
consequences of the Swap and that the Undersigned is not an agent of the
Platform; and (d) the Third Party is an "eligible swap participant" under the
Commodity Futures Trading Commission rules, and an "accredited investor" as
that term is used herein. The Undersigned agrees to indemnify the Platform,
the Sponsor, the Selling Agent, and each of their affiliates, and their
officers and agents for any and all costs, fees and expenses (including legal
fees and disbursements) in connection with any damages resulting from the
Undersigned's or the Third Party's misrepresentation or misstatement contained
herein, or the Undersigned's lack of proper authorization from the Third Party
to enter into this Agreement or perform the obligations hereunder. Nothing
herein constitutes an agreement or statement by the Platform or Selling Agent
as to the legality of a Swap or the suitability of a Swap for the Third Party.


Questions? Call 800-848-1814                               For Internal Use Only

                                      7
<PAGE>


Platform Agreement

V. ADDITIONAL INFORMATION

The Sponsor or the Administrator may request from the Undersigned such
additional information as it may deem necessary to evaluate the eligibility of
the Undersigned to acquire Units, and may request from time to time such
information as it may deem necessary to determine the eligibility of the
Undersigned to hold Units or to enable the Sponsor to determine the Platform's
compliance with applicable regulatory requirements or its tax status, and the
Undersigned agrees to provide such information as may reasonably be requested.


VI. DISPUTE RESOLUTION

The Undersigned, the Sponsor, the Selling Agent and the Platform (the
"Parties") hereby agree that the Parties shall submit all controversies
arising among them in connection with the Platform or its businesses or
concerning any transaction, dispute or the construction, performance or breach
of this or any other agreement, whether entered into prior to, on or
subsequent to the date hereof to arbitration in accordance with the provisions
set forth below and understand that:

Arbitration is final and binding on the Parties.

The Parties are waiving their rights to seek remedies in court, including the
right to jury trial.

Pre-arbitration discovery generally is more limited than and different from
court proceedings.

The arbitrator's award is not required to include factual findings or legal
reasoning, and a Party's right to appeal or to seek modification of rulings by
arbitrators is strictly limited.

A panel of arbitrators will typically include a minority of arbitrators who
were or are affiliated with the securities industry.

Controversies shall be determined by arbitration before, and only before, an
arbitration panel convened by The New York Stock Exchange, Inc. ("NYSE") or
the National Association of Securities Dealers, Inc. (the "NASD"). The Parties
may also select any other national securities exchange's arbitration forum
upon which the Sponsor is legally required to arbitrate the controversy. Such
arbitration shall be governed by the rules of the organization convening the
panel. Judgment on any award of any such arbitration may be entered in the
Supreme Court of the State of New York or in any other court having
jurisdiction of the Party or Parties against whom such award is rendered. Each
Party agrees that the determination of the arbitrators shall be binding and
conclusive upon them.

No Party shall bring a putative or certified class action to arbitration, nor
seek to enforce any pre-dispute arbitration agreement against any Party who
has initiated in court a putative class action; or who is a member of a
putative class who has not opted out of the class with respect to any claims
encompassed by the putative class action unless and until: (A) the class
certification is denied; or (B) the class is decertified; or (C) the Party is
excluded from the class by court. The forbearance to enforce an agreement to
arbitrate shall not constitute a waiver of any rights under this Agreement
except to the extent stated herein.

VII. MISCELLANEOUS


All information provided in this Agreement will be treated confidentially by
the Platform, the Sponsor and the Selling Agent. However, the Platform, the
Sponsor or the Selling Agent may present this Agreement and the information
provided herein to such parties as deemed advisable if (A) called upon to
establish that the offer and sale of the Units is exempt from registration
under applicable law or (B) the information is relevant to an issue in any
action, suit or proceeding to which the Platform, the Sponsor, the Selling
Agent or their affiliates are party or by which they are or may be bound. The
Undersigned understands that this Agreement and the representations,
warranties, agreements and other provisions hereof: (a) shall be binding upon
the Undersigned and the Undersigned's legal representatives, successors and
assigns and (b) shall survive the Undersigned's admission as an Investor.


This Agreement may be executed through the use of separate signature pages or
in any number of counterparts. Each counterpart shall, for all purposes,
constitute one agreement binding on all the parties, notwithstanding that all
parties do not execute the same counterpart.


IX. LEGENDS


IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION
OF THE PLATFORM AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS
INVOLVED. THE PLATFORM HAS NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE
SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING
AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THE
MEMORANDUM OR THE TRADING ADVISOR DESCRIPTIONS THEREIN. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.


THE UNITS ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY
NOT BE TRANSFERRED OR RESOLD EXCEPT (A) WITH THE PRIOR WRITTEN CONSENT OF THE
SPONSOR; PROVIDED THAT AN INVESTOR MAY ASSIGN OR TRANSFER THE ECONOMIC
BENEFITS OF OWNERSHIP OF ITS UNITS WITHOUT REGARD TO SUCH CONSENT, (B) AS
PERMITTED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS
PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM AND (C) AS PERMITTED UNDER THE
INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE "INVESTMENT COMPANY ACT").
INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE RISKS OF AN
INVESTMENT IN THE PLATFORM FOR AN INDEFINITE PERIOD OF TIME.


THE INVESTOR (AND EACH EMPLOYEE, REPRESENTATIVE OR OTHER AGENT OF THE
INVESTOR) MAY DISCLOSE TO ANY AND ALL PERSONS, WITHOUT LIMITATION OF ANY KIND,
THE TAX TREATMENT AND TAX STRUCTURE OF THE TRANSACTION AND ALL MATERIALS OF
ANY KIND (INCLUDING OPINIONS OR OTHER TAX ANALYSES) THAT ARE PROVIDED TO THE
INVESTOR RELATING TO SUCH TAX TREATMENT AND TAX STRUCTURE.


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


Notes:


1 If the Undersigned is a municipality, it must furnish a copy of its
organizational documents, including any amendments thereto, and any statutes,
rules or regulations governing the investment activities of the municipality
to the Sponsor prior to investing in the Platform.

2 If the Undersigned cannot make this certification, the Sponsor will ask the
Undersigned for confirmation regarding its registered status.


3 A "senior foreign political figure" is defined as a senior official in the
executive, legislative, administrative, military or judicial branches of a
non-U.S. government (whether elected or not), a senior official of a major
non-U.S. political party, or a senior executive of a non-U.S. government-owned
corporation. In addition, a "senior foreign political figure" includes any
corporation, business or other entity that has been formed by, or for the
benefit of, a senior foreign political figure.


4 "Immediate family" of a senior foreign political figure typically includes
the figure's parents, siblings, spouse, children and in-laws.

5 A "close associate" of a senior foreign political figure is a person who is
widely and publicly known to maintain an unusually close relationship with the
senior foreign political figure, and includes a person who is in a position to
conduct substantial domestic and international financial transactions on
behalf of the senior foreign political figure.


6 The United States "Uniting and Strengthening America by Providing
Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001",
Pub. L. No. 107-56 (2001).


Questions? Call 800-848-1814                               For Internal Use Only

                                      8
<PAGE>


Privacy Notice


This notice describes the privacy policy of the UBS Managed Futures LLC (the
"Platform"). The Platform is committed to protecting the personal information
that it collects about individuals who are prospective, former or current
investors. The Platform collects personal information for business purposes to
process requests and transactions and to provide customer service. "Personal
Information" is obtained from the following sources:

o     Subscription Agreements and other forms, which may include your name(s),
      address, social security number or tax identification number;


o     Written and electronic correspondence, including telephone contacts; and


o     Transaction history, including information about Platform transactions
      and balances in your accounts with UBS Financial Services Inc. or UBS
      International Inc. or their affiliates or other Platform holdings and
      any affiliation with UBS AG and its subsidiaries.

The Platform limits access to Personal Information to those employees who need
to know that information in order to process transactions and service
accounts. Employees are required to maintain and protect the confidentiality
of Personal Information. The Platform maintains physical, electronic and
procedural safeguards to protect Personal Information.


The Platform may share Personal Information described above with its
affiliates for business purposes, such as to facilitate the servicing of
accounts. The Platform may share the Personal Information described above for
business purposes with a non-affiliated third party only if the entity is
under contract to perform transaction processing, servicing or maintaining
investor accounts on behalf of the Platform. The Platform may also disclose
Personal Information to regulatory authorities or otherwise as permitted by
law.

The Platform endeavors to keep its customer files complete and accurate. The
Platform should be notified if any information needs to be corrected or
updated.











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