UNITED
STATES SECURITIES AND EXCHANGE COMMISSION


Washington,
D.C.  20549








FORM
10-K







(Mark
One)


x
              ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934
  For
the fiscal year ended December 31, 2008
  or
 
  ̈
              TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934




For
the transition period from _____ to





Commission
file number: 000-52192







ALPHAMETRIX
MANAGED FUTURES LLC (ASPECT SERIES)


(Exact
name of registrant as specified in its charter)








Delaware
              
              03-0607985(State
      or other jurisdictionof
      incorporation or organization)
              
              (I.R.S.
      EmployerIdentification
      No.)





c/o
ALPHAMETRIX, LLC


181
West Madison


Suite
3825


Chicago,
Illinois 60602


(Address
of principal executive offices)





(312)267-8400


(Registrant’s
telephone number, including area code)







Securities
registered pursuant to Section 12(b) of the Act:None




Securities
registered pursuant to Section 12(g) of the Act:  Units of Limited Liability Company
Interest











Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.


Yes  oNo  ý





Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.


Yes  oNo  ý





Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.


Yes  ýNo  o





Indicate
by check mark if the disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§229.405 of this chapter) is not contained herein, and will not
be contained, to the best of the registrant’s knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K.


o





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.




Large
      accelerated filer  o
              Accelerated
      filer  oNon-accelerated
      filer    o
              (Do
      not check if a smaller reporting company)
              Smaller
      reporting company  ý


Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Act).


Yes  oNo  ý








The units
of limited liability company interest of the registrant are not publicly
traded.  Accordingly, there is no aggregate market value for the
registrant’s outstanding equity that is readily determinable.




As of
December 31, 2008, units of limited liability company interest of the registrant
with an aggregate net asset value of $71,216,262 were outstanding and held by
non-affiliates; units of limited liability company interest of the registrant
with an aggregate net asset value of $10,911 were outstanding and held by
AlphaMetrix, LLC, the sponsor of the registrant.




DOCUMENTS
INCORPORATED BY REFERENCE




The
registrant’s Financial Statements and Report of Independent Registered Public
Accounting Firm for the period ended December 31, 2008 are incorporated by
reference into Part II, Item 8, and Part IV hereof and filed as Exhibit 13.01
herewith.





ii










ALPHAMETRIX
FUTURES LLC (ASPECT SERIES)




ANNUAL
REPORT FOR 2008 ON FORM 10-K





Table of
Contents




PagePART
      IItem
      1.
                BUSINESS
                1Item
      1A.
                RISK
      FACTORSItem
      1B.
                UNRESOLVED
      STAFF COMMENTSItem
      2.
                PROPERTIESItem
      3.
                LEGAL
      PROCEEDINGSItem
      4.
                SUBMISSION
      OF MATTERS TO A VOTE OF SECURITY HOLDERSPART
      IIItem
      5.
                MARKET
      FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER  MATTERS AND
      ISSUER PURCHASES OF EQUITY SECURITIESItem
      6.
                SELECTED
      FINANCIAL DATAItem
      7.
                MANAGEMENT’S
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATIONSItem
      7A.
                QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKItem
      8.
                FINANCIAL
      STATEMENTS AND SUPPLEMENTARY DATAItem
      9.
                CHANGES
      IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
      DISCLOSUREItem
      9A(T).
                CONTROLS
      AND PROCEDURESItem
      9B.
                OTHER
      INFORMATIONPART
      IIIItem
      10.
                DIRECTORS,
      EXECUTIVE OFFICERS AND CORPORATE GOVERNANCEItem
      11.
                EXECUTIVE
      COMPENSATIONItem
      12.
                SECURITY
      OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
      STOCKHOLDER MATTERSItem
      13.
                CERTAIN
      RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
      INDEPENDENCEItem
      14.
                PRINCIPAL
      ACCOUNTING FEES AND SERVICESPART
      IVItem
      15.
                EXHIBITS,
      FINANCIAL STATEMENT SCHEDULESSIGNATURES
                S-1




iii








PART
I








Item
1:    Business





(a)           General Development of
Business





The
registrant AlphaMetrix Managed Futures LLC (Aspect Series) (the “Aspect Series”) is a
“segregated series” of AlphaMetrix Managed Futures LLC (the “Platform”).  AlphaMetrix,
LLC (the “Sponsor”) acts as the sponsor for both the Aspect Series and the
Platform.  The Platform was formed on July 25, 2006 as a Delaware
series limited liability company pursuant to the Delaware Limited Liability
Company Act.  The Aspect Series invests all or substantially all of
its assets in AlphaMetrix Managed Futures (Aspect) LLC (the “Trading Fund”), which invests
all or substantially all of its assets in AlphaMetrix Aspect Fund-MT0001 (the
“Master Fund”). The
Trading Fund and the Master Fund are advised by Aspect Capital Limited (the
“Trading
Advisor”).  The Aspect Series, the Trading Fund and the Master
Fund are collectively referred to herein as the “Series.”  The Series
engages in the speculative trading of bonds, currencies, interest rates,
equities, equity indices, debt securities and selected physical commodities and
derivatives.  UBS Securities LLC is the Series’ futures clearing
broker (the “Clearing
Broker”) and UBS AG is currently the foreign exchange clearing broker of
the Series, although the Series may execute foreign exchange trades through
another foreign exchange clearing broker at any time.  The Sponsor,
over time, intends to offer investors a selection of different trading advisors,
each managing a different segregated series of the Platform.  There
can be no assurance, however, that any series other than the Series will be
offered or that the Series will continue to be offered.  The Series
was organized on October 26, 2006 and commenced trading on March 16,
2007.  The Series filed a Form 10, under the Securities Exchange Act
of 1934, as amended, with the Securities and Exchange Commission to register the
units of limited liability company interest (“Units”), which registration
became effective October 17, 2006.





On
November 1, 2008, UBS Managed Fund Services Inc.’s (“UBS MFS” or the “former
sponsor”), UBS Securities LLC and the Sponsor executed a General Assignment and
Assumption Agreement that provided for the assignment of all UBS MFS’s
managerial interest in the Aspect Series, the Platform and the Trading Fund to
the Sponsor, subject to the consent of investors in the Aspect Series, and the
Sponsor assumed control of all rights and duties as sponsor of the Aspect
Series.  In connection with this Assignment, the Platform and the
Aspect Series changed their names as follows: the Aspect Series from UBS Managed
Futures LLC (Aspect Series) to AlphaMetrix Managed Futures LLC (Aspect Series),
the Platform from UBS Managed Futures LLC to Aspect Managed Futures LLC and the
Trading Fund from UBS Managed Futures (Aspect) LLC to AlphaMetrix Managed
Futures (Aspect) LLC.  In connection with this assignment, UBS MFS
redeemed its units on October 31, 2008 and on November 1, 2008, the Series
issued 8.120 Units to the Sponsor for $10,000.





The
Series may terminate upon the determination of the Sponsor to do so for any
reason (for the avoidance of doubt, the Sponsor shall be entitled, without any
violation of any contractual or fiduciary obligation to any investor in the
Series (a “Member”), to
dissolve the Series at any time).





(b)           Financial Information about
Segments





The
Series’ business constitutes only one segment for financial reporting purposes,
i.e. a speculative “commodity pool.”  The Series does not engage in
sales of goods or services.  Financial information regarding the
Series’ business is set forth in Item 6 “Selected Financial
Data” and in the Series’ Financial Statements filed as Exhibit 13.01
herewith.





(c)           Narrative Description of
Business





General





The
Trading Advisor manages the assets of the Series pursuant to its Aspect
Diversified Program (the “Program”).  The
Program is a broadly diversified global trading system that deploys multiple
trading strategies that seek to identify and exploit directional moves in market
behavior of a broad range of global financial instruments including




1




but not
limited to bonds, currencies, interest rates, equities, equity indices, debt
securities and selected physical commodities and derivatives.  By
maintaining comparatively small exposure to any individual market, the aim is to
achieve real diversification.  The Program seeks to maintain positions
in a variety of markets.  Market concentration varies according to the
strength of signals, volatility and liquidity, amongst other
factors.




The
Program employs a fully automated system to collect, process and analyze market
data (including current and historical price data) and identify and exploit
directional moves, or “trends”, in market behavior,
trading across a variety of frequencies to exploit trends over a range of
timescales.  Positions are taken according to the aggregate signal and
are adjusted to control risk.




The
investment objective of the Program is to generate significant medium term
capital growth independent of overall movements in traditional stock and bond
markets within a rigorous risk management framework.  This investment
objective is intended to be achieved via the investment policy for the Program,
which is to trade relevant asset classes applying the Program.




The core
objectives of the Program are:




(i)          to
produce strong medium-term capital appreciation; (“medium-term” generally
referring to a three- to five-year time period);




(ii)         to
seek and exploit profit opportunities in both rising and falling markets using a
disciplined quantitative investment process;




(iii)        to
seek non-correlation with the broad bond and stock markets and thereby play a
valuable role in enhancing the risk/return profile of traditional investment
portfolios; and




(iv)        to
minimize risk by operating in a diverse range of markets and sectors using a
consistent investment process that adheres to pre-defined and monitored risk
limits and determines market exposure in accordance with factors including (but
not limited to) market correlation, volatility, liquidity and the cost of market
access.




The
Series’ account traded pursuant to the Program may experience returns that
differ from other Trading Advisor accounts traded pursuant to the same Program
due to, among other factors: (a) regulatory constraints on the ability of the
Series to have exposure to certain contracts; (b) the Series’ selection of the
Clearing Broker, which affects access to markets; (c) the effect of intra-month
adjustments to the trading level of the account; (d) the manner in which the
account’s cash reserves are invested; (e) the size of the Series’ account; (f)
the Series’ functional currency, the U.S. dollar; and (g) the particular futures
contracts traded by the Series’ account.  Additionally, certain
markets may not be liquid enough to be traded for the Series’
account.




The
investment approach that underpins the Program is proprietary.  The
Trading Advisor’s investment philosophy has remained consistent and involves a
scientific approach to investment driven by the Trading Advisor’s belief that
market behavior is not random but rather contains statistically measurable and
predictable price movements and anomalies which, through sophisticated
quantitative research and a disciplined approach, can be successfully identified
and exploited for profit.




Allocation
Methodology




Allocations
to the strategy, markets and asset classes traded by the Program are reviewed on
a regular basis using a robust and stable quantitative methodology which takes
into account a range of factors that may include liquidity, risk and expected
returns.  The Program, subject to applicable investment policies, does
not have any inherent preference for, or bias towards, any market, asset class
or instrument but rather aims to maximize returns within liquidity constraints,
such as speculative position limits or market disruptions.




Market
Access and Trading Costs


The
Trading Advisor appreciates the importance of executing trades in a cost
efficient manner and the significance of market impact and trading costs on the
Series’ performance.  The Trading Advisor takes into account the
liquidity of the markets in which it executes trades so as to endeavor to
provide optimal market execution results (including executing electronically
wherever beneficial).




2




Risk
Management




A
fundamental principle of the Trading Advisor’s investment approach is the
importance of a robust risk management framework. The Trading Advisor employs a
value-at-risk methodology and other risk management procedures to monitor the
risk of the Program within pre-defined guidelines. Additionally, the Trading
Advisor has developed mechanisms to control risk at both an individual market
and portfolio level.  In order to monitor and respond to changes in
the trading conditions in a market at all times, the Trading Advisor believes a
high level of transparency is required.  This transparency is achieved
by generally investing in liquid instruments with real time pricing, although
this may not be possible in all markets or all instruments.




Research
Commitment and Program Development




The
Trading Advisor retains the right to develop and make changes to the Program at
its sole discretion, including (without limitation) the incorporation of new
markets, instruments, strategies and asset classes into the
Program.  The Series will be notified of such changes only if they
amount to material changes to the investment objective or investment policy of
the Program.




The
Program is proprietary and highly confidential to the Trading
Advisor.  Accordingly, the description of the Program as contained
herein is general only and is not intended to be exhaustive or
absolute.




Custody
of Assets





A
substantial amount of the Series’ assets are held in customer accounts at the
Clearing Broker, an indirect, wholly-owned subsidiary of an affiliate of the
former sponsor, although they may be held at other affiliates of the Clearing
Broker or other third-party clearing brokers selected by the
Sponsor.




Only
assets held to margin Commodity Futures Trading Commission (“CFTC”)-regulated futures contracts
may be held in CFTC-regulated “segregated funds”
accounts.  “Segregated funds” accounts are insulated from liability
for any claims against a broker other than those of other
customers.  As of December 31, 2008, 78.6% of the net assets of the
Series was held in segregated funds.  The bulk of the Series’ capital
is not held in segregation, but rather in custody or other client accounts
maintained by affiliates of the Clearing Broker.  Subject to any
applicable regulatory restrictions, these affiliates may make use of such
capital, which is treated as a liability or deposit owed by such affiliates to
the Series.  However, if such an affiliate were to incur financial
difficulties, the Series’ assets could be lost (the Series becoming only a
general creditor of such affiliate) and, even if not lost, could be unavailable
to the Series for an extended period.







The
Sponsor considers the Clearing Broker’s policies regarding the safekeeping of
the Series’ assets to be fully consistent with industry
practices.  However, the Series’ capital may be subject to the risk of
its custodians’ insolvency.  The Administrator (defined below) also
accesses a custody account established between the Platform, the Series and
Mellon Bank N.A. to hold small amounts of funds in order to pay expenses of the
Series and Platform.




Approximately
70% to 95% of the Series’ capital is held in cash or cash equivalents at any
given time.




Interest




The
Series generally earns interest, as described below, on the cash actually held
by the Series, plus unrealized gain and loss marked to market daily on open
positions (the “Cash
Assets”). The Series does not earn interest income on the Series’ gains
or losses on their open forward, commodity option and certain non-U.S. futures
positions because such gains and losses are not collected or paid until such
positions are closed out.  Interest is earned only on funds actually
held in the Series’ account.





3




The
Series’ Cash Assets may be greater than, less than or equal to such Series’ Net
Asset Value (as described in Item 6 “Selected Financial
Data,” “net asset value for all other purposes”) primarily because Net
Asset Value reflects all gains and losses on open positions as well as accrued
but unpaid expenses.




The
Clearing Broker pays interest as of the end of each month at a rate
corresponding to an annual rate equal to the prevailing Federal Funds Rate less
0.50% (meaning, if the prevailing Federal Funds Rate is 1.00% per annum, the
Clearing Broker would pay the Series 0.50% per annum) on the Series’ average
daily Cash Assets.  The Clearing Broker will retain any returns on the
Series’ Cash Assets in excess of the Federal Funds Rate less
0.50%.  The Clearing Broker retains the additional economic benefit
(which may be significant) derived from possession of the Series’ Cash Assets
and Dekla Financial, LLC (the “Introducing Broker”), an affiliate of the
Sponsor, may receive a portion of these revenues.




The
Clearing Broker, in the course of acting as commodity broker for the Series,
lends certain currencies to, and holds certain non-U.S. currency balances on
behalf of, the Series.  If, for example, the Series needed to make a
margin deposit in Swiss Francs, the Clearing Broker would lend the Series the
Swiss Francs, charging a local short-term rate plus a spread of up to 1.0% per
annum (at current rates).  Should the Series hold Swiss Franc balances
in its account, the Clearing Broker will credit the Series with interest at the
same local short-term rate less a spread of up to 2.0% per annum (at current
rates).




The
Clearing Broker follows its standard procedures for crediting and charging
interest to the Series.  The Clearing Broker is able to generate
significant economic benefit from doing so, especially as the Clearing Broker is
able to meet the margin requirements imposed on its customers as a group,
whereas each customer must margin its account on a stand-alone
basis.  Consequently, the Clearing Broker may record a loan of Swiss
Francs (in the above example) to the Series’ account which the Clearing Broker
charges interest even though the Clearing Broker itself does not have to deposit
any Swiss Francs at the applicable clearinghouse.




Description
of Current Expenses




The
Trading Advisor receives a 2% per annum management fee of the Series’ net asset
value for all other purposes.  Such fee is calculated and paid on a
monthly basis.  The Trading Advisor has agreed to share 0.50% of such
management fee with UBS Financial Services Inc., a selling agent for the Series
(“UBS
FS”).  The Trading Advisor also will receive a performance fee
equal to 20% of the new net trading profits of the Series for each
quarter.  New net trading profits during each quarter refers to the
excess, if any, of the cumulative level of net trading profits attributable to
the Series at the end of such quarter over the highest level of cumulative net
trading profits as of the end of any preceding quarter (the “High Water
Mark”).  Performance fees do not, while losses do, reduce
cumulative net trading profits.  New net trading profits do not
include interest income.  To the extent that any redemptions are made
from the Series, the High Water Mark is proportionately reduced and a
proportionate performance fee paid (if accrued).





The
Sponsor receives a monthly sponsor fee of 0.02083 of 1% (a 0.25% annual
rate)  of the Series’ month-end net asset value for all other
purposes, including interest income, of a Member’s investment in the Series for
such month.





DPM
Mellon, LLC (the “Administrator”) receives a
monthly fee as to be determined by the Sponsor and the Administrator up to
0.0167 of 1% of the Series’ net asset value for all other purposes as of the
beginning of each month (a 0.25% annual rate), subject to a monthly minimum of
$10,000. Effective December 31, 2008, the administration agreement between the
Administrator and the Platform, Series and Trading Fund was terminated, however,
the Administrator will provide services necessary to allow the Sponsor to
prepare reports for the Series for the period ending December 31, 2008. The
Sponsor has entered into an agreement with Spectrum Global Fund Administration,
LLC to act as the administrator for the Platform and the Series effective
January 1, 2009.





The
Series brokerage commissions are paid upon completion or liquidation of one-half
of a trade and are referred to as “per side” commissions, which cover either the
initial purchase (or sale) or the subsequent offsetting sale (or purchase) of a
single commodity futures contract.  The principal operating costs of
the Series are the per side brokerage commissions paid to the Clearing Broker
and the Introducing Broker (a portion of which is paid to the Series’ executing
brokers, which may or may not include the Clearing Broker, as commissions for
their execution services) and the currency forward contract (“F/X”) dealer spreads paid to
UBS AG and others.  The “per side”




4




commissions
for U.S. markets paid by the Series are approximately $4 per side plus fees
(except in the case of certain non-U.S. contracts on which the rates may be as
high as $50 per side plus fees due, in part, to the large size of the contracts
traded).





Many of
the Series’ currency trades are executed in the spot and forward non-U.S.
exchange markets (the “F/X
Markets”) in which there are no direct execution
costs.  Instead, the banks and dealers in the F/X Markets, including
UBS AG, take a “spread” between the prices at which they are prepared to buy and
sell a particular currency, and such spreads are built into the pricing of the
spot or forward contracts with the Series. A significant portion of the Series’
non-U.S. currency trades may be executed through UBS AG, an affiliate of the
former sponsor.  In general, the Sponsor estimates that aggregate
brokerage commission charges (including F/X spreads) will not exceed 3.5%, and
should range between approximately 0.5% and 3% per annum of the Series’ average
month-end assets (meaning the average month-end net asset value for all other
purposes for the then-current fiscal year).





The
former sponsor advanced expenses incurred in connection with the organization of
the Platform and the organization and initial offering of the Units of the
Series.  The Series reimbursed the former sponsor for these
costs.  For financial reporting purposes in conformity with U.S.
generally accepted accounting principles, the Series expensed the total
organizational costs of $208,820 when incurred and deducted the initial offering
costs of $119,732 from Members’ capital as of March 16, 2007, the date of
commencement of operations of the Series (“net asset value for financial
reporting” or the “net asset value per Unit for financial reporting” – see Item
6 “Selected Financial Data”.  For all other purposes, the Series
amortizes organizational and initial offering costs over a 60 month period (“net
asset value for all other purposes” or the “net asset value per Unit for all
other purposes”). The amortization of such costs reduce the net asset value for
all other purposes of the Units for purposes of determining subscriptions,
redemptions and any fees based on the Units’ net asset value for all other
purposes and for reporting performance for all purposes other than as related to
financial reporting.  However, the amount of such costs attributable
to the Platform’s organization that are not already amortized may be allocated
to and amortized by other Series for net asset value for all other purposes when
and if such other Series are added to the Platform or in a manner as the Sponsor
may otherwise determine.





Each
Member or Member-related account is subject to an upfront, waivable placement
fee of 0% to 2% of the subscription price of the Units, which will be paid once
by the relevant Member, not by the Platform, the Series or the Sponsor, on such
Member’s initial subscription to the Series during any twelve month
period.  No placement fee will be charged in connection with an
exchange.  The placement fee payable on such initial subscription is
deducted from the subscription amount.  The placement fee to which
Members are subject will vary among Members.  Each Member also will
pay an ongoing sales commission equal to 2% per annum of the month-end net asset
value for all other purposes, including interest income, of a Member’s
investment in the Series.  UBS FS, in consultation with the Sponsor,
may waive or reduce such sales commission for certain Members without entitling
any other Member to any such waiver or reduction.





The
Series will pay its own operating costs, including, without limitation: ongoing
offering expenses; execution and clearing brokerage commissions; forward and
other over the counter trading spreads; administrative, transfer, exchange and
redemption processing, legal, regulatory, reporting, filing, tax, audit, escrow,
accounting and printing fees and expenses, as well as extraordinary
expenses.  Such operating costs are allocated pro rata among the Units
based on their respective net asset values for all other
purposes.  These expenses are paid in addition to the other expenses
described below.





The
Sponsor has retained outside service providers to supply certain services,
including, without limitation, tax reporting, accounting and escrow
services.  Operating costs include the Series’ allocable share of the
fees and expenses of such outside service providers.





The
following table summarizes the expenses incurred by the Series for the year
ended December 31, 2008:





2008
                  
                  
                  2007Expenses
                  
                  Dollar
      Amount
                  
                  
                  %
      of Average Month-End Net Asset Value for Financial
    Reporting
                  
                  
                  Dollar
                    Amount
                  
                  
                  %
      of Average Month-End Net Asset Value for Financial
    ReportingPerformance
      fees
                  
                  $
                  2,807,721
                  
                  
                  
                  6.04
                  %
                  
                  
                  309,795
                  
                  
                  
                  2.09
                  %Management
      fees
                  
                  
                  952,226
                  
                  
                  
                  2.05
                  %
                  
                  
                  256,483
                  
                  
                  
                  1.73
                  %Sales
      Commissions
                  
                  
                  944,092
                  
                  
                  
                  2.03
                  %
                  
                  
                  256,028
                  
                  
                  
                  1.72
                  %Brokerage
      Commission
                  
                  
                  224,145
                  
                  
                  
                  0.48
                  %
                  
                  
                  89,861
                  
                  
                  
                  0.61
                  %Sponsor’s
      fees
                  
                  
                  118,012
                  
                  
                  
                  0.26
                  %
                  
                  
                  32,004
                  
                  
                  
                  0.22
                  %Other
      expenses
                  
                  
                  431,000
                  
                  
                  
                  0.93
                  %
                  
                  
                  313,355
                  
                  
                  
                  2.11
                  %Total
                  
                  $
                  5,477,196
                  
                  
                  
                  11.79
                  %
                  
                  
                  1,257,526
                  
                  
                  
                  8.48
                  %





5





The
foregoing table does not reflect the bid-ask spreads paid by the Series on its
forward trading, or the benefits which may be derived by UBS from the deposit of
certain of the Series’ assets maintained at the Clearing Broker.




The
Series’ average month-end net asset value for financial reporting during 2008
equaled $46,465,647.




During
2008 the Series earned $510,842 in interest income or approximately 1.09% of the
Series’ average month-end net asset value for financial reporting.





Regulation





The
Sponsor and the Trading Advisor are registered with the CFTC as commodity pool
operators and commodity trading advisors (“CTAs”) and are members of the
National Futures Association (“NFA”) in such
capacities.  The CFTC may suspend a commodity pool operator’s or
trading advisor’s registration if it finds that its trading practices tend to
disrupt orderly market conditions or in certain other situations.  In
the event that the registration of the Sponsor or of the Trading Advisor as a
commodity pool operator or a commodity trading advisor were terminated or
suspended, the Sponsor or Trading Advisor, as applicable, would be unable to
continue to manage the business of the Series.  Should the Sponsor’s
or Trading Advisor’s registration be suspended, termination of the Series might
result.  In addition to such registration requirements, the CFTC and
certain commodity exchanges have established limits on the maximum net long or
net short positions that any person may hold or control in particular
commodities.  Most exchanges also limit the changes in futures
contract prices that may occur during a single trading
day.   Currency forward contracts are not subject to regulation
by any U.S. government agency.





Other
than in respect of the registration requirements pertaining to the Series’
securities under Section 12(g) of the Securities Exchange Act of 1934, as
amended, the Platform and the Series are generally not subject to regulation by
the Securities and Exchange Commission.  The Trading Advisor is also
regulated by the Financial Service Authority of the United Kingdom.





(i) through (xii) – not
applicable.





(xiii) the Series has no
employees.





(d)           Financial Information About
Geographic Areas





The
Series does not engage in material operations in foreign countries, nor is a
material portion of the Series’ revenue derived from customers in foreign
countries.  The Series will trade on a number of U.S. and non-U.S.
commodities exchanges.  The Series will not engage in the sales of
goods or services.




Item
      1A:
              Risk
      Factors
 
 Not
applicable
 
 Not
applicable
   6
 
 Item 1B:
              Unresolved Staff
      Comments
 
 Not
applicable
 
 Item 2:
              Properties
 
 The
Series does not own or use any physical properties in the conduct of its
business.
 
 The
Series’ administrative office is the administrative office of the Sponsor (181
West Madison, Suite 3825, Chicago, IL  60602).  The Sponsor
performs administrative services for the Series from the Sponsor’s
offices.
 
 Item 3:
              Legal
      Proceedings
 
 The
Sponsor is not aware of any pending legal proceedings to which either the Series
is a party or to which any of its assets are subject.  In addition
there are no pending material legal proceedings involving the
Sponsor
 
 Item 4:
              Submission of Matters
      to a Vote of Security
Holders
 
 None.
 
 
 PART
II
 
 Item 5:
              Market for
      Registrant’s Common Equity, Related Stockholder Matters and Issuer
      Purchases of Equity
Securities





(a)           Market
Information





There is
no trading market for the Units, and none is likely to develop.  Units
may be redeemed at the net asset value per Unit for all other purposes as of the
end of any calendar month.  Redemption requests must be submitted on
or prior to the 15th day of the calendar month (or the following business day)
in which such Units are to be redeemed.





(b)           Holders





As of
December 31, 2008, there were 392 holders of Units, including the
Sponsor.





(c)           Dividends





No
distributions or dividends have been made on the Units, and the Sponsor has no
present intentions to make any.





(d)           Securities Authorized for
Issuance Under Equity Compensation Plans





None.





(e)           Recent Sales of Unregistered
Securities; Use of Proceeds from Registered Securities





The
Series did not sell any unregistered securities since it commenced operations on
March 16, 2007 that have not previously been included in the Series’ Quarterly
Reports on Form 10-Q or in a Current Report on Form 8-K.





(f)           Issuer Purchases of Equity
Securities





Pursuant
to the Platform’s Amended and Restated Limited Liability Company Agreement and
the Series’ Amended and Restated Separate Series Agreement, Members may redeem
their Units at the end of each calendar month at the then current month-end net
asset value per Unit for all other purposes, i.e. reflecting the amortization of
organizational and initial offering costs.  The redemption of Units
has no impact on the value of Units that remain




7




outstanding,
and Units are not reissued once redeemed.  The following table
summarizes the redemptions by Members during the fourth quarter of
2008:













Month
                            Units Redeemed
                            Redemption Date Net Asset Value per Unit for All
      Other PurposesOctober
      31, 2008
                            1,176.726
                            $          1,231.50November
      30, 2008
                            653.420
                            $          1,294.37December
      31, 2008
                            1,116.484
                            $          1,343.64Total
                            2,946.630




























8








Item 6:     Selected Financial
Data





The
following selected data has been derived from the audited Financial Statements
of the Series.























9





ALPHAMETRIX
MANAGED FUTURES LLC (ASPECT SERIES)
 Statements
of Financial Condition





December
      31, 2008
                                                                
                                                                
                                                                December
      31, 2007AssetsEquity
      in commodity trading account at clearing broker:Cash
                                                                
                                                                $
                                                                71,677,315
                                                                
                                                                
                                                                $
                                                                20,995,051Net
      unrealized appreciation on open contracts
                                                                
                                                                
                                                                2,715,317
                                                                
                                                                
                                                                
                                                                777,415Net
      payable related to unexpired contracts
                                                                
                                                                
                                                                (9,090
                                                                )
                                                                
                                                                
                                                                (14,822
                                                                )74,383,542
                                                                
                                                                
                                                                
                                                                21,757,644Cash
                                                                
                                                                
                                                                314,724
                                                                
                                                                
                                                                
                                                                92,369Net
      interest receivable
                                                                
                                                                
                                                                1,933
                                                                
                                                                
                                                                
                                                                63,269Total
      assets
                                                                
                                                                $
                                                                74,700,199
                                                                
                                                                
                                                                $
                                                                21,913,282Liabilities
      and Members’ CapitalLiabilitiesAccrued
      brokerage commissions
                                                                
                                                                $
                                                                5,627
                                                                
                                                                
                                                                $
                                                                4,631Accrued
      sales commission
                                                                
                                                                
                                                                121,422
                                                                
                                                                
                                                                
                                                                36,009Accrued
      sponsor’s fee
                                                                
                                                                
                                                                15,178
                                                                
                                                                
                                                                
                                                                4,501Accrued
      management fee
                                                                
                                                                
                                                                124,314
                                                                
                                                                
                                                                
                                                                35,963Accrued
      performance fee
                                                                
                                                                
                                                                1,613,251
                                                                
                                                                
                                                                
                                                                -Accrued
      operating costs and administrative fee
                                                                
                                                                
                                                                183,724
                                                                
                                                                
                                                                
                                                                99,345Subscriptions
      received in advance
                                                                
                                                                
                                                                131,000
                                                                
                                                                
                                                                
                                                                444,250Redemptions
      payable
                                                                
                                                                
                                                                1,500,154
                                                                
                                                                
                                                                
                                                                5,530,762Total
      liabilities
                                                                
                                                                
                                                                3,694,670
                                                                
                                                                
                                                                
                                                                6,155,461Members’
      CapitalMembers
      (52,994.33 and 14,690.08 units outstanding  at December 31, 2008
      and 2007,  respectively, unlimited units
    authorized)
                                                                
                                                                
                                                                70,994,651
                                                                
                                                                
                                                                
                                                                15,747,164Sponsor
      (8.12 and 9.94 units outstanding at December 31, 2008 and 2007,
      respectively, unlimited units authorized)
                                                                
                                                                
                                                                10,878
                                                                
                                                                
                                                                
                                                                10,657Total
      members’ capital
                                                                
                                                                
                                                                71,005,529
                                                                
                                                                
                                                                
                                                                15,757,821Total
      liabilities and members’ capital
                                                                
                                                                $
                                                                74,700,199
                                                                
                                                                
                                                                $
                                                                21,913,282








The
Sponsor paid all expenses incurred in connection with the organizational and
initial offering of the Units.  As described in the Series’ current
Confidential Disclosure Document, the Series reimbursed the Sponsor for these
costs in 2008.  For financial reporting purposes in conformity with
U.S. generally accepted accounting principles, the




10






Series
expensed the total organizational costs of $208,820.00 when incurred and
deducted the initial offering costs of $119,732 from Members’ capital as of
March 16, 2007 (the date of commencement of operations of the Series) (“net
asset value for financial reporting” or the “net asset value per Unit for
financial reporting”).  For all other purposes, including determining
the net asset value per Unit for subscription and redemption purposes, the
Series amortizes organizational and initial offering costs over a 60 month
period (“net asset value for all other purposes” or the “net asset value per
Unit for all other purposes”).The net asset value and net asset value per Unit
are as follows:














PAST
PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS





Item 7:     Management’s Discussion and
Analysis of Financial Condition and Results of
Operations





Reference is made to Item 6 “Selected Financial
Data” and Item 8 “Financial Statements and
Supplementary Data.”  The information contained therein is
essential to, and should be read in conjunction with, the following
analysis.





All
figures and performance returns noted in this Item 7 are based on the net asset
value and/or the net asset value per Unit for all other purposes, which complies
with U.S. generally accepted accounting principles, except with respect to
organizational and initial offering costs (which are being amortized over 60
months) as described in Item 6 “Selected Financial
Data.”  All figures and performance returns communicated to
Members are based on the net asset value and/or the net asset value per Unit for
all other purposes.








Operational
Overview





This
performance summary describes the manner in which the Series has performed in
the past and is not an indication of future performance.  While
certain market movements are attributable to various market factors, such
factors may or may not have caused such movements but they may have simply
occurred at or about the same time.





The
Series is unlikely to be profitable in markets in which trends do not
occur.  Static or erratic prices are likely to result in
losses.  Similarly, sharp trend reversals, which can be caused by many
unexpected events, can lead to major short-term losses, as well as
gains.





While
there is no assurance the Series will profit in any market condition, markets
having substantial and sustainable price movements offer the best profit
potential for the Series.





Liquidity





Virtually
all of the Series’ capital is held in cash or cash equivalents at the Clearing
Broker and is used to margin the Series’ futures and forward currency positions
and is withdrawn, as necessary, to pay redemptions and
expenses.




11




The
Series does not maintain any sources of financing other than that made available
by the Clearing Broker to fund foreign currency settlements for those
instruments transacted and settled in foreign currencies.  The Series
pays prevailing market rates for such borrowings.  A portion of the
assets maintained at the Clearing Broker are restricted cash required to meet
maintenance margin requirements. Included in cash deposits with the Clearing
Broker as of December 31, 2008 was restricted cash for margin requirements of
$5,111,823.  This cash becomes unrestricted if the underlying
positions it supports are liquidated.





Other
than potential market-imposed limitations on liquidity, due, for example, to
limited open interest in certain futures markets or to daily price fluctuation
limits, which are inherent in the Series’ futures and forward trading, the
Series’ assets are highly liquid and are expected to remain
so.  Because the Series’ assets are held in cash, it expects to be
able to liquidate all of its open positions or holdings quickly and at
prevailing market prices, except in unusual circumstances.  This
permits the Trading Advisor to enter and exit markets, leverage and deleverage
in accordance with its strategy.  From its commencement of operations
on March 16, 2007 through December 31, 2008, the Series experienced no
meaningful periods of illiquidity in any of the markets in which it
traded.  The Series processes redemptions on a monthly
basis.  The Series incurred redemptions of $4,915,292 (3,914.03 Units)
for the year ended December 31, 2008, and accrued $1,500,154 in redemptions
payable to Members at December 31, 2008.





Capital
Resources





The
Series’ Units may be offered for sale as of the beginning, and may be redeemed
as of the end, of each month.





The
amount of capital raised for the Series is not expected to have a significant
impact on its operations, as the Series has no significant capital expenditure
or working capital requirements other than for monies to pay trading losses,
brokerage commissions and charges.  Within broad ranges of
capitalization, the Series’ trading positions should increase or decrease in
approximate proportion to the size of the Series.





The
Series raises additional capital only through the sale of Units and capital is
increased through trading profits (if any).  The Series does not
maintain any sources of financing other than that made available by the Clearing
Broker to fund foreign currency settlements for those instruments transacted and
settled in foreign currencies.





The
Series may trade a variety of futures-related instruments, including (but not
limited to) instuments related to bonds, currencies, interest rates, equities,
equity indices, debt securities and selected physical commodities and
derivatives.  Risk arises from changes in the value of these contracts
(market risk) and the potential inability of counterparties or brokers to
perform under the terms of their contracts (credit risk).  Market risk
is generally to be measured by the face amount of the futures positions acquired
and the volatility of the markets traded.  The credit risk from
counterparty non-performance associated with these instruments is the net
unrealized gain, if any, on these positions plus the value of the margin or
collateral held by the counterparty.  The risks associated with
exchange-traded contracts are generally perceived to be less than those
associated with over-the-counter transactions, because exchanges typically (but
not universally) provide clearinghouse arrangements in which the collective
credit (in some cases limited in amount, in some cases not) of the members of
the exchange is pledged to support the financial integrity of the
exchange.  In over-the-counter transactions, on the other hand,
traders must rely solely on the credit of their respective individual
counterparties.  Margins that may be subject to loss in the event of a
default are generally required in exchange trading, and counterparties may
require margin or collateral in the over-the-counter markets.





The
Trading Advisor attempts to control risk in all aspects of the investment
process, although there can be no assurance that it will, in fact, succeed in
doing so.   The Series is designed to take market risk on a
systematic basis across a broad portfolio of liquid markets and to monitor and
minimize exposure to all other risks, such as credit and liquidity
risks.  The trading systems used include various proprietary systems
that are designed to control the risk taken at the individual position level as
well as at the overall portfolio level.  The Trading Advisor monitors
and controls market risk within limits at both sector and portfolio
levels.





The
financial instruments traded by the Series contain varying degrees of risk
whereby changes in the market values of the futures and forward contracts or the
Series’ satisfaction of the obligations may exceed the amount recognized in the
Statements of Financial Condition of the Series.




12





Due to
the nature of the Series’ business, substantially all its assets are represented
by cash and U.S. government obligations, while the Series maintains its market
exposure through open futures and forward contract positions.





The
Series’ futures contracts are settled by offset and are generally cleared by the
exchange clearinghouse function.  Open futures positions are marked to
market each trading day and the Series’ trading accounts are debited or credited
accordingly.  The Series’ spot and forward currency transactions
conducted in the interbank market are settled by netting offsetting positions or
payment obligations and by cash payments.





The value
of the Series’ cash and financial instruments is not materially affected by
inflation.  Changes in interest rates, which are often associated with
inflation, could cause the value of certain of the Series’ debt securities to
decline, but only to a limited extent.  More importantly, changes in
interest rates could cause periods of strong up or down market price trends,
during which the Series’ profit potential generally
increases.  However, inflation can also give rise to markets which
have numerous short price trends followed by rapid reversals, in which the
Series is likely to suffer losses.





Results of
Operations





General





The
Trading Advisor manages the assets of the Series pursuant to the Program (see
Item 1(c) “Narrative
Description of Business”).  The Trading Advisor was established
in 1997 by Anthony Todd, Dr. Eugene Lambert, Martin Lueck and Michael Adam, all
of whom were involved in the development of AHL (Adam, Harding and Lueck), now
part of Man Group plc, where they advanced the application of systematic
quantitative techniques in managed futures investment.  The Trading
Advisor has grown to a team of over 100 employees and manages approximately $4.3
billion as of December 31, 2008.  The Trading Advisor is a limited
liability company registered in England and Wales, which is regulated in the
United Kingdom by the Financial Services Authority.  Since October
1999, the Trading Advisor has been a member of NFA and has been registered with
the CFTC as a commodity trading advisor and commodity pool
operator.  The Trading advisor has also been registered with NFA as a
principal of its commodity trading advisor subsidiary Aspect Capital Inc. since
August 2004.  The Trading Advisor has also been registered with the
Securities and Exchange Commission as an investment adviser since October
2003.





The
Series commenced trading activities March 16, 2007 with an initial
capitalization of $7,760,620, of which $5,000,000 was contributed by the Trading
Advisor as seed capital.  On December 31, 2007 the Trading Advisor
redeemed the full value of its seed capital.  As of December 31, 2008,
the Series had a capitalization of $71,005,529 based on the net asset value for
all other purposes.








Performance
Summary





This
performance description is a brief summary of how the Series performed in the
past, not necessarily an indication of how it will perform in the
future.  In addition, the general causes to which certain price
movements are attributed may or may not in fact have caused such movements, but
simply occurred at or about the same time.  The Series’ past
performance is not necessarily indicative of how it will perform in the
future.





December
31, 2008





The
Series posted an overall gain for the period from January 1, 2008 to December
31, 2008 of 23.18%, based on the net asset value for all other purposes (refer
to Item 6 “Selected
Financial Data”).





13













The
energy sector, and particularly crude oil, posted strong gains for the
Series.  The first half of 2008 was marked by a long upward trend in
crude that saw prices go from $90 a barrel to record breaking highs at $147 a
barrel, a gain of over 50%.  After June, crude reversed and fell all
the way to $40 a barrel, another long and consistent trend
downwards.  The financial crisis caused a slump in economic activity
and demand destruction leading to this sharp reversal in oil
prices.  The Series was well positioned to take advantage of this
downward trend, particularly during the months of September through
December.  Natural gas followed the price of crude oil closely and
profited similarly.  Although historically not correlated to crude
oil, natural gas futures prices rose from $9 in January 2008 to $14 in June, and
proceeded to then fall all the way back to below $5 by the end of the
year.  The Series was able to capture and profit from both
trends.





The
agricultural commodity sector, which includes grains, softs and meats, saw
positive trends in the first two quarters of the year, and the Series benefitted
by taking long positions.  Sharp reversals around the month of July
caused the Series to give back its initial gains.  The models
repositioned themselves to take reduced long position exposure towards the
latter part of the year since the prices receded so far from their
highs.  Price movement for most grains, such as wheat, corn and
soybeans, softs such as coffee and cotton, and meats such as cattle and hogs,
were very similar and resembled the price movement in the energy
sector.  The first half of 2008 saw long upward trends that reversed
dramatically in July and August.  The Series experienced difficulty in
the transition months of July and August and reduced exposures going into the
fourth quarter.  Although all these markets tend not to be too highly
correlated historically, much larger fundamental forces, such as increased
demand from China early in the year, and then the financial crisis beginning in
late summer, caused very strong trends in both directions with turmoil in
between during the trend reversal.  The Series is designed to capture
and profit from trending markets, but the volatility increased so dramatically
that positions were reduced and losses were incurred in this sector for
2008.








Along
with energy, interest rates and bonds posted strong gains for the Series in
2008.  Profits came from both short-term interest rates as well as
long term government bonds, particularly in the fourth quarter.  The
continued turmoil in the financial sector, increased risk aversion among
investors and coordinated interest rate cuts by major central banks led to
extremely strong upward trends in the interest rate sector in the latter part of
the year.  The Series was able to take advantage of the flight to
quality in bonds and changes in short-term interest rate expectations, finishing
the year strongly.  The Series is designed to capture strong trends
both long and short, and it performed accordingly by capturing these upward
moves.





The
currency sector posted losses for the Series during the period.  The
currency sector saw increased volatility and sharp swings due to uncertainty in
government policies and a bleak global economic outlook.  The initial
part of the year saw the models short US Dollar until July in order to take
advantage of the downward trend of the US Dollar against many currencies,
particularly the Euro and Swiss Franc.  Sharp reversals in late summer
made it difficult for the system to reposition itself and react quickly leading
to difficult trading and negative performance for this sector.  The
sharp reversals in the global markets were due to risk aversion trades, relative
strengthening of US Dollar driven by a flight to safety, and changes in interest
rate policy in Australia and Europe.  The Series is not designed to
digest all these fundamental factors but is instead designed to capture trends
in price movement.  The quick reversals and dramatic increases in
price volatility caused the Series to reduce exposures and tread
cautiously.





The
metals sector was difficult to trade for most of the year.  The Series
initially posted marginal losses in both precious and industrial
metals.  Strong demand from China, particularly for industrial metals
in their build-up to the




14




Beijing
Olympics kept prices high.  After the Olympics and correspondingly
around mid-year, industrial metals reversed and traded down for most of the rest
of the year as stock build-ups and recessionary concerns put downward pressure
on industrial metals.  The Series captured the downward trend to post
gains by positioning itself on the short side of the trade, and so the fourth
quarter was the most profitable for this sector.  Precious metals,
specifically gold and silver, experienced strong though quick trends up and
down, and the speed of these trends made it difficult for the models to adjust
quickly enough.





The stock
indices sector was one of the most profitable sectors for the
Series.  The slowing global growth environment, recessionary concerns
for the US economy and increased risk aversion among investors saw the global
stock markets trend downward for most of the year.  The Series took
short positions early and held in order to take advantage of the bear market
trend.  The profits may have been better for this sector had it not
been for the unprecedented volatility in most global equity
indices.  The systematic risk management responded to this increased
volatility by reducing positions and navigating through the unchartered price
movements delicately.  Because of this, returns in the third and
fourth quarters were modest even though equity indices sold off
dramatically.





Variables
Affecting Performance





The
principal variables that determine the net performance of the Series are gross
profitability from the Series’ trading activity and interest
income.





The
Series’ assets are maintained at the Clearing Broker.  On assets held
in U.S. dollars, the Clearing Broker credits the Series with interest at the
prevailing Federal Funds Rate less 50 basis points per annum.  In the
case of non-U.S. dollar instruments, the Clearing Broker lends to the Series all
required non-U.S. currencies at a local short-term interest rate plus a spread
of up to 100 basis points per annum (at current rates).  For deposits
held in non-U.S. currencies, the Clearing Broker credits the local short-term
interest rate less a spread of up to 200 basis points per annum (at current
rates).





The
Series’ management, Sponsor’s and administrative fees and the sales commissions
are a constant percentage of the Series’ net asset value for all other
purposes.  Brokerage commissions, which are not based on a percentage
of the Series’ net assets, are based on the volume of trades executed and
cleared on behalf of the Series.  Brokerage commissions are based on
the actual number of contracts traded.  The performance fees payable
to the Trading Advisor are based on the new net trading profits, if any,
generated by the Series, excluding interest income and after reduction for
brokerage commissions and certain other fees and expenses.





For the
Series, there is generally no meaningful distinction between realized and
unrealized profits.  Most of the instruments traded on behalf of the
Series are highly liquid and can be closed out immediately.





Off-balance Sheet
Arrangements





The
Series has no applicable off-balance sheet arrangements of the type described in
Items 3.03(a)(4) of Regulation S-K.





Contractual
Obligations





The
Series does not enter into any contractual obligations or commercial commitments
to make future payments of a type that would be typical for an operating company
or that would affect its liquidity or capital resources.  The Series’
sole business is trading futures and forward currency contracts, both long
(contracts to buy) and short (contracts to sell).  All such contracts
are settled by offset, not delivery.  The Series’ Financial Statements
filed as Exhibit 13.01 herewith present a Condensed Schedule of Investments
setting forth net unrealized appreciation (depreciation) of the Series’ open
future and forward currency contracts, both long and short, at December 31,
2008.





Item
7A: Quantitative and
Qualitative Disclosures About Market Risk





Not
applicable; the Series is a smaller reporting company





Item
8:     Financial Statements and
Supplementary Data




15







Net
      Income by QuarterFour
      Quarters through December 31, 2008First
              
              
              Second
              
              
              Third
              
              
              FourthQuarter
              
              
              Quarter
              
              
              Quarter
              
              
              Quarter2008
              
              
              2008
              
              
              2008
              
              
              2008
              
              
              TotalTotal
      Income (Loss)
              
              
              2,572,891
              
              
              
              4,066,882
              
              
              
              (5,452,453
              )
              
              
              14,387,287
              
              
              
              15,574,607Total
      Expenses
              
              
              (782,405
              )
              
              
              (1,281,577
              )
              
              
              (709,630
              )
              
              
              (2,479,438
              )
              
              
              (5,253,051
              )Net
      Income (Loss)
              
              
              1,790,486
              
              
              
              2,785,305
              
              
              
              (6,162,083
              )
              
              
              11,907,849
              
              
              
              10,321,556Net
      Income (Loss) per Unit (1)
              
              
              46.03
              
              
              
              71.60
              
              
              
              (158.41
              )
              
              
              306.12
              
              
              
              265.34


(1) Based
on average number of Units for the year







Financial
Statements meeting the requirements of Regulation S-X appear in Exhibit 13.01 to
this report.  The supplementary financial information specified by
Item 302 of Regulation S-K is included in this report under Item 6 “Selected Financial
Data” above.





Item 9:     Changes in and Disagreements
With Accountants on Accounting and Financial Disclosure





None.





Item 9A(T):  Controls and
Procedures





The
Sponsor, with the participation of the Sponsor’s principal executive officer and
principal financial officer, has evaluated the effectiveness of the design and
operation of its disclosure controls and procedures with respect to the Series
as of the end of the fiscal year for which this Annual Report on Form 10-K is
being filed, and, based on their evaluation, have concluded that these
disclosure controls and procedures are effective.  There were no
significant changes in the Sponsor’s internal controls with respect to the
Series or in other factors applicable to the Series that could materially affect
these controls subsequent to the date of their evaluation.







Changes in Internal Control
over Financial Reporting




The
Sponsor assumed responsibility for internal controls over financial reporting
from the Series’ former sponsor  on November 1, 2008.  The
Sponsor kept such internal controls largely intact by retaining the
Administrator through year-end and hiring an employee who had worked for the
former sponsor solely with respect to the Series.  Accordingly, there
have been no material changes in internal control over financial reporting of
the Series.






Management’s Annual Report on Internal
Control over Financial Reporting






The
Sponsor is responsible for establishing and maintaining adequate internal
control over the financial reporting of the Series.  Internal control
over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) under the
Securities Exchange Act of 1934, as amended, as a process designed by, or under
the supervision of, a company’s principal executive and principal financial
officers and effected by a company’s board of directors, management and other
personnel, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with U.S. generally accepted accounting principles. The
Sponsor’s internal control over financial reporting includes those policies and
procedures that:






•  pertain
to the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the
Series;




16




•  provide
reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements of the Series in accordance with U.S.
generally accepted accounting principles, and that receipts and expenditures of
the Series are being made only in accordance with authorizations of management
and directors of the Sponsor; and






•  provide
reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use or disposition of the Series’ assets that could have a material
effect on its financial statements.






Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Projections of any evaluation of effectiveness
to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.




The
management of the Sponsor assessed the effectiveness of its internal control
over financial reporting with respect to the Series as of December 31,
2008.  In making this assessment, management used the criteria set
forth by the Committee of Sponsoring Organizations of the Treadway Commission
(COSO) in Internal Control — Integrated Framework.  Based on its
assessment, management has concluded that, as of December 31, 2008, the
Sponsor’s internal control over financial reporting with respect to the Series
is effective based on those criteria.




This
annual report does not include an attestation report of the Series’ registered
public accounting firm regarding internal control over financial
reporting.  Management’s report was not subject to attestation by the
Series’ registered public accounting firm pursuant to temporary rules of the
Securities and Exchange Commission that permit the company to provide only
management’s report in this annual report.





Item 9B:  Other
Information





None.





PART
III





Item 10:  Directors, Executive
Officers and Corporate Governance





(a) and
(b)  Identification of Directors
and Executive Officers





As a
segregated series of a limited liability company, the Series itself has no
officers or directors and is managed by the Sponsor.





The
following are the principal officers and managers of the Sponsor.





Aleks Kins.Mr.
Kins, age 38, has been President and Chief Executive Officer of AlphaMetrix, LLC
(“AlphaMetrix”) since he
founded AlphaMetrix in April 2005.  Mr. Kins is also the founder and a
principal of AlphaMetrix Alternative Investment Advisors, LLC, an independent
research affiliate of AlphaMetrix.  Mr. Kins is also an associated
person and principal of Dekla Financial, LLC, an affiliate of
AlphaMetrix.  Dekla is a registered introducing broker that serves as
the introducing broker for various commodity pools sponsored by AlphaMetrix and
other futures trading accounts.  Mr. Kins was the President and
co-founder of Access Asset Management, a registered CPO and CTA, from November
2000 through the founding of AlphaMetrix in April 2005.  Mr. Kins
received a B.A. in Economics from Brown University in 1993.





Dennis R. Zarr.  Mr.
Zarr, age 61, joined AlphaMetrix in February 2008 and is its Chief Operations
Officer.  Mr. Zarr is also an associated person and principal of
Dekla, an affiliate of AlphaMetrix.  From March 1993 until joining
AlphaMetrix, Mr. Zarr served as Senior Vice President and Director of Business
Development for Rand Financial Services, Inc., a registered futures commission
merchant.  Mr. Zarr received his B.S. in Finance from DePaul
University in 1970.





George Brown.  Mr.
Brown, age 53, joined AlphaMetrix in March 2008 and is its Chief Financial
Officer.   Mr. Brown served as a consultant for Nature’s Best, a
sports nutrition and protein beverages producer, from




17




December
2007 to February 2008, as Chief Financial Officer of Ultraguard Corporation, a
manufacturer of dual smoke/carbon monoxide detectors and wireless monitor
systems, from September 2005 to August 2007 and as Chief Financial Officer for
Old London Foods, Inc., a producer of branded crackers and co-packed private
label bread crumbs, from July 1997 until August 2007.  From September
2007 to December 2007, Mr. Brown was self-employed as a financial
consultant.  Mr. Brown received an M.B.A. in Finance from the
University of Chicago in 1979and a B.A. in Economics
(Morehead Scholarship) from the University of North Carolina in
1977.











(c)           Identification of Certain
Significant Employees





None.





(d)           Family
Relationships





Mr. Kins
and Mr. Brown are brothers-in-law.





(e)           Business
Experience





See Item
10(a) and (b) above.





(f)           Involvement in Certain Legal
Proceedings





None.





(g)           Section 16(a) Beneficial
Ownership Reporting Compliance





None





(h)           Code of
Ethics





The
Series has no employees, officers or directors and is managed by the
Sponsor.  The Sponsor has adopted an Executive Code of Ethics that
applies to its principal executive officers, principal financial officer and
principal accounting officer.  A copy of this Executive Code of Ethics
may be obtained at no charge by written request to AlphaMetrix, LLC, 181 West
Madison, Suite 3825, Chicago, Illinois 60602.








(i)           Audit Committee Financial
Expert





Because
the Series has no employees, officers or directors, the Series has no audit
committee.  The Series is managed by the Sponsor.  George
Brown serves as the Sponsor’s “audit committee financial
expert.”  George Brown is not independent of the management of the
Sponsor.  The Sponsor is a privately owned limited liability
company.  It has no independent directors.











Item
11:  Executive
Compensation





The
Series has no directors, officers or employees.  None of the
directors, officers or employees of the Sponsor receive compensation from the
Series.  The Sponsor receives a monthly sponsor fee of 0.02083 of 1%
(equivalent to an annual rate of approximately 0.25%) of the Series’ month-end
net asset value for all other purposes, including interest income, of a Member’s
investment in the Series for such month.  The officers of the Sponsor
receive no “other compensation” from the Series.  There are no
compensation plans or arrangements relating to a change in control of any of the
Series, the Platform or the Sponsor.





18





Item
      12:
            Security Ownership of
      Certain Beneficial Owners and Management and Related Stockholder
      Matters





(a)           Security Ownership of
Certain Beneficial Owners





Not
applicable.  All of the Platform’s manager interest is held by the
Sponsor.





(b)           Security Ownership of
Management





As of
December 31, 2008, the Trading Advisor and the executive officers and the
principals of the Sponsor did not own directly or indirectly any
Units.  As of December 31, 2008, the Sponsor owned directly 8.120
Units, which constituted 0.02% of the total Units outstanding, and did not own
any Units indirectly.





(c)           Changes in
Control





None.





(d)           Securities Authorized for
Issuance Under Equity Compensation Plans





None.




Item13:
            Certain Relationships and
      Related Transactions, and Director
  Independence





(a)           Transactions With Related
Persons





See Item
11 “Executive Compensation,” Item 12 “Security Ownership of Certain Beneficial
Owners and Management and Related Stockholder Matters,” and “Item 1(c)
“Narrative Description of Business.”  As of December 31, 2008, the Series
had paid the following:  brokerage commissions of $224,145 to the
Clearing Broker and UBS AG, the prime broker, of which Dekla Financial , LLC
(“Dekla” or the “Introducing Broker”) received
$35,480; Sponsor’s fees of $118,012 to the Sponsor; and selling commissions and
placement fees of $944,092 and $681,006, respectively, to UBS FS.




The
Introducing Broker is an affiliate of the Sponsor, is registered with the CFTC
as an “introducing broker”, and began acting as the introducing broker for the
Series’ futures and forward transactions effective November 1,
2008.  The existing terms and amount of brokerage commissions charged
related to the trading activities of the Series will not change, nor will the
cost to the Series for utilizing the Introducing Broker.. For this service, the
Introducing Broker receives a portion of the brokerage commissions paid to the
Clearing Broker by the Series (depending on the contracts
traded).  The Introducing Broker will in no case hold the assets of
the Series.  The Sponsor negotiates the per-transaction rates at which
such brokerage commissions are paid.  The Introducing Broker does not
currently, but may in the future, receive a portion of the forward currency
trading bid-ask spreads and the exchange for physicals (“EFP”) spreads paid by the
Series, and the Sponsor will negotiate such bid-ask spreads.  The
Sponsor negotiates the interest rates paid by the Clearing Broker on the Series’
assets, and the Introducing Broker may receive a substantial portion of the
interest income generated by such assets.  In addition, the Series
pays UBS bid-ask spreads on forward currency trades.  The Series also
pays the Clearing Broker interest on short-term loans extended by the Clearing
Broker to cover losses on non-US currency positions.  The Clearing
Broker and its affiliates have derived certain economic benefits from possession
of a portion of the Series’ assets, as well as from foreign exchange and EFP
trading, and some of the financial benefit of holding these assets, including
the Introducing Broker.




The
Sponsor controls the management of the Series and serves as its sponsor. 
Although the Sponsor will not sell any assets, directly or indirectly, to the
Series, affiliates of the Sponsor will make substantial profits from the Series
due to the foregoing arrangements.  No loans have been, are or will be,
outstanding between the Sponsor or any of its principals and the
Series.







(b)           Review, Approval or
Ratification of Transactions with Related Persons




19





None of
the fees paid by the Series to the Introducing Broker, an affiliate of the
Sponsor, have been or will be negotiated, and they may be higher than would have
been obtained in arm’s-length bargaining.  Due to the fact that many of the
parties involved in the operation of the Platform are affiliated with UBS MFS,
the former sponsor, many of the business terms of the Platform and the Series
were not negotiated at arm’s length.







(c)           Director
Independence





The
Series does not have directors.  None of the directors of the Sponsor
are independent.  See Item 10(a) and (b)  “Identification of Directors
and Executive Officers.”





Item 14:  Principal Accounting Fees
and Services





(1)           Audit
Fees





Aggregate
fees billed for professional services rendered by Ernst and Young LLP in
connection with the audit of the Series’ financial statements and reviews of
financial statements included in the Series’ Form 10-Q or for services that are
normally provided by the accountant in connection with statutory and regulatory
filings or engagements as of and for the year ended December 31, 2008 were
$147,000.  Aggregate fees billed for these services for the year ended
December 31, 2007 were $98,000 and for the period from October 26, 2006 (Date of
Organization) to December 31, 2006 were $8,000.








(2)           Audit-Related
Fees





There
were no fees for audit related services rendered by Ernst and Young LLP for the
year ended December 31, 2008 related to the Series.





(3)           Tax Fees





Aggregate
fees billed for professional services rendered by Ernst & Young LLP in
connection with tax compliance, tax advice and tax planning for the year ended
December 31, 2008, were approximately$42,000.





(4)           All Other
Fees





No fees
were incurred by Ernst and Young LLP, or any member firms of Ernst and Young LLP
and their respective affiliates, during the period ended December 31, 2008 for
any other professional services in relation to the Series.








(5)           Pre-Approval
Policies





The
Sponsor’s executive officers review the estimated audit fees prior to engaging
an auditor for the Series.





PART
IV





Item 15:  Exhibits, Financial
Statement Schedules





(a)(1)              Financial
Statements





See
Financial Statements filed herewith as Exhibit 13.01.





Affirmation
of AlphaMetrix, LLC.


Report of
Independent Registered Public Accounting Firm


Statements
of Financial Condition


Statements
of Operations




20




Statements
of Changes in Members’ Capital


Condensed
Schedules of Investments


Notes to
Financial Statements








(a)(2)              Financial Statement
Schedules





Financial
statement schedules not included in this Form 10-K have been omitted because
they are not required or are not applicable or because equivalent information
has been included in the Financial Statements filed herewith as Exhibit 13.01 or
notes thereto.





(a)(3)              Exhibits Required by Item
601 of Regulation S-K





The
following exhibits are included herewith.





Exhibit Number
                                                                        Description of Document**1.1
                                                                        Selling
      Agreement.*3.1
                                                                        Certificate
      of Formation of AlphaMetrix Managed Futures LLC.****4.1
                                                                        Amended
      and Restated Limited Liability Company Operating
  Agreement****4.2
                                                                        Amended
      and Restated Separate Series Agreement for the Series.****10.1
                                                                        Advisory
      Agreement.****10.2
                                                                        Representation
      Letter.**10.3
                                                                        Administration
      Agreement.*10.4
                                                                        Form
      of Customer Agreement.**10.5
                                                                        Form
      of Subscription Agreement.***10.6
                                                                        Assignment
      Agreement****10.7
                                                                        General
      Assignment and Assumption Agreement****10.8
                                                                        Administration
      Agreement Assignment13.01
                                                                        2008
      Financial Statements and Report of Independent Registered Public
      Accounting Firm.21.1
                                                                        List
      of Subsidiaries.31.1
                                                                        Certification
      of Principal Executive Officer pursuant to Rule 13a-14(a) under the
      Securities Exchange Act of 1934.31.2
                                                                        Certification
      of Principal Financial Officer pursuant to Rule 13a-14(a) under the
      Securities Exchange Act of 1934.32.1
                                                                        Certification
      of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as
      adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002.32.2
                                                                        Certification
      of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as
      adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002.





*
Incorporated by reference to the Series’ Form 10/A previously filed on November
2, 2006.


**
Incorporated by reference to the Series’ Form 10/A previously filed on January
30, 2007.


***
Incorporated by reference to the Series’ Form 8-K previously filed on October 1,
2008.


****
Incorporated by reference to the Series’ Form 8-K previously filed on November
6, 2008.





21





SIGNATURES




Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized on the 27th day of March,
2009.





Dated:
March 27,
2009





ALPHAMETRIX
MANAGED FUTURES LLC (ASPECT SERIES)





By:  AlphaMetrix,
LLC.


Sponsor





By: 
      /s/ Aleks Kins


Name:  Aleks
Kins


Title:  President
and Chief Executive Officer





Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the Sponsor of the registrant
in the capacities and on the date indicated.




Signature
                            
                            Title
      with Managing Owner
                            
                            Date/s/
      George Brown
                            
                            Chief
      Financial Officer
                            
                            March  27, 2009George
      Brown/s/
      Dennis Zarr
                            
                            Chief
      Operations Officers
                            
                            March  27, 2009Dennis
      Zarr








AlphaMetrix,
LLC


Sponsor
of Registrant


March 27,
2009








S-1


Exhibit
Index




Exhibit Number
                                                                                  Description of Document**1.1
                                                                                  Selling
      Agreement.*3.1
                                                                                  Certificate
      of Formation of AlphaMetrix Managed Futures LLC.****4.1
                                                                                  Amended
      and Restated Limited Liability Company Operating
  Agreement****4.2
                                                                                  Amended
      and Restated Separate Series Agreement for the Series.****10.1
                                                                                  Advisory
      Agreement.****10.2
                                                                                  Representation
      Letter.**10.3
                                                                                  Administration
      Agreement.*10.4
                                                                                  Form
      of Customer Agreement.**10.5
                                                                                  Form
      of Subscription Agreement.***10.6
                                                                                  Assignment
      Agreement****10.7
                                                                                  General
      Assignment and Assumption Agreement****10.8
                                                                                  Administration
      Agreement Assignment13.01
                                                                                  2008
      Financial Statements and Report of Independent Registered Public
      Accounting Firm.21.1
                                                                                  List
      of Subsidiaries.31.1
                                                                                  Certification
      of Principal Executive Officer pursuant to Rule 13a-14(a) under the
      Securities Exchange Act of 1934.31.2
                                                                                  Certification
      of Principal Financial Officer pursuant to Rule 13a-14(a) under the
      Securities Exchange Act of 1934.32.1
                                                                                  Certification
      of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as
      adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002.32.2
                                                                                  Certification
      of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as
      adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002.
 *
Incorporated by reference to the Series’ Form 10/A previously filed on November
2, 2006.


**
Incorporated by reference to the Series’ Form 10/A previously filed on January
30, 2007.


***
Incorporated by reference to the Series’ Form 8-K previously filed on October 1,
2008.


****
Incorporated by reference to the Series’ Form 8-K previously filed on November
6, 2008.










S-2