efc9-1043_ex101.htm


    ALPHAMETRIX
MANAGED FUTURES PLATFORMS

     

    AMENDED
AND RESTATED

     

    ADVISORY
AGREEMENT

     

    Dated
as of October 13, 2009

     

    __________________________________________

     

    among

     

    ALPHAMETRIX
ASPECT FUND – MT0001

     

    ALPHAMETRIX
MANAGED FUTURES LLC (ASPECT SERIES)

     

    ALPHAMETRIX
MANAGED FUTURES II LLC (ASPECT CS SERIES)

     

    ALPHAMETRIX,
LLC

     

    and

     

    ASPECT
CAPITAL LIMITED

     

    __________________________________________

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    ALPHAMETRIX
MANAGED FUTURES PLATFORMS

     

    AMENDED
AND RESTATED ADVISORY AGREEMENT

     

    __________________________________________

     

    TABLE
OF CONTENTS

     

    


     

    Section                                                                                                                                              Page

     

    
      
        	
                1.

              	
                Duties
      of the Trading Advisor

              	
                2

              
	
                2.

              	
                Standard
      of Liability; Indemnification

              	
                4

              
	
                3.

              	
                Limits
      on Claims

              	
                5

              
	
                4.

              	
                Trading
      Advisor’s Closing Obligations

              	
                6

              
	
                5.

              	
                Independent
      Contractor Status

              	
                7

              
	
                6.

              	
                Confidentiality

              	
                7

              
	
                7.

              	
                Clearing
      Broker; Executing Broker

              	
                8

              
	
                8.

              	
                Brokerage
      Confirmations and Reports

              	
                8

              
	
                9.

              	
                Fees

              	
                8

              
	
                10.

              	
                Term
      and Termination; Removal of the Sponsor

              	
                9

              
	
                11.

              	
                Liquidation
      of Positions

              	
                10

              
	
                12.

              	
                Other
      Accounts of the Trading Advisor; Exclusivity

              	
                11

              
	
                13.

              	
                Speculative
      Position Limits

              	
                12

              
	
                14.

              	
                Redemptions,
      Exchanges, Distributions, Subscriptions

              	
                12

              
	
                15.

              	
                The
      Trading Advisor’s Representations and Warranties

              	
                12

              
	
                16.

              	
                The
      Sponsor’s Representations and Warranties

              	
                14

              
	
                17.

              	
                Assignment

              	
                16

              
	
                18.

              	
                Successors

              	
                17

              
	
                19.

              	
                Amendment
      or Modification or Waiver; Amendment and Restatement

              	
                17

              
	
                20.

              	
                Notices

              	
                17

              
	
                21.

              	
                Governing
      Law

              	
                18

              
	
                22.

              	
                Survival

              	
                18

              
	
                23.

              	
                Disclosure
      Document Modifications

              	
                18

              
	
                24.

              	
                Promotional
      Literature

              	
                18

              
	
                25.

              	
                No
      Waiver

              	
                19

              
	
                26.

              	
                No
      Liability of Members

              	
                19

              
	
                27.

              	
                Third-Party
      Beneficiaries

              	
                19

              
	
                28.

              	
                Headings

              	
                19

              
	
                29.

              	
                Complete
      Agreement

              	
                19

              
	
                30.

              	
                Counterparts

              	
                19

              
	
                31.

              	
                Miscellaneous

              	
                19

              


      

    

    
_______________

     

    


      
        	
                Appendix
      A — Fee Schedule

              	
                A-11

              
	
                Appendix
      B — Trading Policies

              	
                B-11

              
	
                Appendix
      C — List of Futures Interests

              	
                C-11

              
	
                Appendix
      D — Determination of Net Asset Value

              	
                D-11

              


      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    ALPHAMETRIX
MANAGED FUTURES PLATFORMS

     

    AMENDED
AND RESTATED ADVISORY AGREEMENT

     

    __________________________________________

     

    This
Amended and Restated Advisory Agreement (the “Agreement”), made as of this
13th day of October, 2009, among ALPHAMETRIX ASPECT FUND – MT0001, a Cayman
Islands company (the “Trading
Fund”), ALPHAMETRIX MANAGED FUTURES LLC (ASPECT SERIES), a series of
AlphaMetrix Managed Futures LLC, a Delaware limited liability company,
ALPHAMETRIX MANAGED FUTURES II LLC (ASPECT CS SERIES), a series of AlphaMetrix
Managed Futures II LLC, a Delaware limited liability company, ALPHAMETRIX, LLC,
a Delaware limited liability company (the “Sponsor”) and ASPECT CAPITAL
LIMITED (the “Trading
Advisor”), a limited liability company registered in England and
Wales;

     

    WHEREAS,
the Trading Fund, the Sponsor and the Trading Advisor entered into an advisory
agreement dated as of November 1, 2008 (the “Original Agreement”) with
respect to the direction of investment and reinvestment of the Trading Fund’s
assets by the Trading Advisor upon the terms and conditions set forth
therein;

     

    WHEREAS,
the parties hereto wish to amend and restate in its entirety the Original
Agreement (and the appendices attached thereto) to make certain changes desired
by the parties;

     

    WHEREAS,
the Trading Fund has been organized to trade, buy, sell or otherwise acquire,
hold or dispose of forward contracts (including, for the avoidance of doubt,
London Metal Exchange and foreign exchange forwards), futures contracts for
commodities, financial instruments and currencies, rights pertaining thereto and
options thereon or on physical commodities (collectively, “Futures Interests”) and engage
in all activities incident thereto;

     

    WHEREAS,
ALPHAMETRIX MANAGED FUTURES LLC (ASPECT SERIES), a series of a Delaware limited
liability company (the “Aspect
Series”) previously invested substantially all of the proceeds of the
sale of its units of limited liability company interest (“Aspect Series Units”) in
ALPHAMETRIX MANAGED FUTURES (ASPECT) LLC, a Delaware limited liability company
(the “Intermediate
Fund”), which in turn invested substantially all of the proceeds it
received from the Aspect Series in the Trading Fund;

     

    WHEREAS,
as of August 31, 2009 the Intermediate Fund was dissolved and as of such date
the Aspect Series invests substantially all of the proceeds of the Aspect Series
Units in the Trading Fund;

     

    WHEREAS,
ALPHAMETRIX MANAGED FUTURES II LLC (ASPECT CS SERIES), a series of a Delaware
limited liability company (the “Aspect CS Series” and together
with the Aspect Series, each a “Series”) will invest
substantially all of the proceeds of the sale of its units of limited liability
company interest (together with the Aspect Series Units, “Units”) in the Trading
Fund;

     

    WHEREAS,
the Aspect Series is a “protected cell” of AlphaMetrix Managed Futures LLC, a
series limited liability company established under the law of the State of
Delaware (the “Original  Platform”);

     

    WHEREAS,
the Aspect CS Series is a “protected cell” of AlphaMetrix Managed Futures II
LLC, a series limited liability company established under the law of the State
of Delaware (together with the Original Platform, the “Platforms”);

     

     

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    WHEREAS,
the Sponsor will act as sponsor of the Trading Fund;

     

    WHEREAS,
the Sponsor has selected the Trading Advisor to have authority over the Trading
Fund’s trading of Futures Interests;

     

    WHEREAS,
the Trading Advisor is willing to manage the Trading Fund’s Futures Interest
trading;

     

    WHEREAS,
the Trading Fund’s trading of Futures Interests is described in the Platforms’
Confidential Disclosure Documents, as supplemented and amended from time to time
(collectively, the “Memorandum”), which will be
filed with the National Futures Association (the “NFA”) pursuant to the
Commodity Exchange Act, as amended (the “CEA”), the commodity pool
operator and commodity trading advisor regulations promulgated under the CEA
(the “Commodity
Regulations”) by the Commodity Futures Trading Commission (“CFTC”), and NFA rules
promulgated under the CEA (the “NFA Rules”);

     

    WHEREAS,
the Sponsor may in the future form commodity pools that will, or cause existing
pools to, invest the proceeds of their sale of shares, units or other equity
interests (such shares, units or interests, collectively with the Units, “Equity Interests”) directly
or indirectly in the Trading Fund; and

     

    WHEREAS,
the Trading Advisor’s current Disclosure Document delivered to the Sponsor (the
“Disclosure Document”)
has been filed with the NFA pursuant to the CEA.

     

    NOW,
THEREFORE, the parties hereto do hereby agree as follows, for good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, and
in entering into this Agreement the parties intend to be legally
bound:

     

    1.   Duties of the Trading
Advisor.

     

    (a) (i)           The
Sponsor shall appoint the Trading Advisor to have discretionary authority and
responsibility for independently directing the Futures Interest trading pursuant
to the trading program and strategy agreed upon by the Sponsor and the Trading
Advisor and disclosed in the Memorandum (the “Program”), as the same may be
modified from time to time by the Trading Advisor as a result of its ongoing
commitment to research and development.  Any such change will not be
deemed to constitute a material change to the Investment Objective or Investment
Policy (each term as defined in the Disclosure Document) and may be made without
prior notification to the Sponsor.  However, any material change to
the Investment Objective or Investment Policy (each term as defined in the
Disclosure Document) (such change to be determined as material in the Trading
Advisor’s reasonable discretion) will only be made upon giving the Sponsor at
least twenty Business Days’ prior written notice (a “Business Day” means any day on
which banks in New York City are not required or authorized to
close).  The Trading Advisor may, on behalf of the Trading Fund and
subject to Section 1(a)(iii) and Section 7, execute transactions in Futures
Interests on either a principal or an agency basis, with or through such
clearing brokers as approved by the Sponsor and executing brokers selected by
the Trading Advisor, provided that the Trading Fund shall be a party to all
“give-up” agreements, from time to time.  This limited authority
granted to the Trading Advisor is a continuing power and shall continue in
effect with respect to the Trading Advisor until terminated
hereunder.

     

    (ii)           In
the event the Trading Advisor proposes to make any material changes to the
Program, the Trading Advisor will so inform the Sponsor and will not make any
such change — with respect to the Trading Fund, not the Trading Advisor’s other
accounts — to which the Sponsor objects (in which case 

     

     

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

     

     

    the
Trading Advisor will be free to terminate this Agreement pursuant to Section
10).  “Material
changes” for such purposes shall not include simply adding or removing a
Futures Interest to or from the group of Futures Interests traded on behalf of
the Trading Fund (subject to Sections 1(b) and 1(c)).

     

    (iii)           The
management and operation of the Trading Fund and the determination of its
policies shall be vested exclusively in the Sponsor by the Board of Directors of
the Trading Fund.  The Sponsor shall have the authority and power on
behalf and in the name of the Trading Fund to carry out any and all of the
objectives and purposes of the Trading Fund set forth in the Trading Fund’s
Articles of Association and Trading Management Agreement, and to perform all
acts and enter into and perform all contracts and other undertakings which the
Sponsor may deem necessary or advisable in connection with such objectives and
purposes or incidental thereto; provided that the Trading Advisor shall at all
times have discretionary authority and responsibility for independently
directing the Futures Interest trading pursuant to Section
1(a)(i).  For the avoidance of doubt, notwithstanding the fact that
the Trading Advisor is not authorized to enter into any agreements or
undertakings on behalf of the Trading Fund and may trade Futures Interests for
the Trading Fund only pursuant to the Program, it may enter into such give-up
agreements with the executing brokers as the Trading Advisor considers necessary
or appropriate in its reasonable discretion;  provided, however, that
the Trading Fund shall be a signatory to such give-up agreements, unless the
Sponsor and the Trading Advisor otherwise mutually agree.

     

    (iv)           All
actions and determinations to be made by the Sponsor hereunder shall, unless
otherwise expressly provided, be made in the Sponsor’s sole and absolute
discretion.

     

    (b)   The
Trading Advisor is aware that certain futures and options on futures — generally
certain stock index futures and options (for the avoidance of doubt, including,
but not limited to, all non-CFTC-approved contracts) — may not be traded on
behalf of United States persons and agrees not to trade such Futures Interests
for the account of the Trading Fund.

     

    (c)   The
Trading Advisor agrees to the terms set forth in “Appendix B — Trading
Policies.”

     

    (d)   Subject
to adequate assurances of confidentiality, the Trading Advisor agrees that it
will discuss with the Sponsor upon request any trading methods, programs,
systems or strategies used by it for trading customer accounts which differ from
the Program, provided, that nothing contained in this Agreement shall require
the Trading Advisor to disclose with respect to such accounts that it deems to
be proprietary or confidential information.

     

    (e)   The
Trading Advisor agrees to provide the Sponsor with such information concerning
the Trading Advisor as the Sponsor may reasonably request (other than the
identity of the Trading Advisor’s other customers or proprietary or confidential
information concerning the Program and/or details of any other trading methods,
programs, systems or strategies used by it for trading other customers’
accounts, except as may be required under Section 12(d) or (e)), subject to
receipt of adequate assurances of confidentiality, including, but not limited
to, information regarding any actual or prospective change in control, key
personnel, the Program or financial condition, provided, that nothing contained
in this Agreement shall require the Trading Advisor to disclose with respect to
itself what it deems to be proprietary or confidential information.

     

    (f)   During
the term of this Agreement, the Trading Advisor agrees to provide the Sponsor
with updated information related to the Program’s performance results (which
information shall be kept confidential as provided in Section (e)) within a
reasonable period of time after the end of each month or at other times as may
be agreed from time to time between the Trading Advisor and the
Sponsor.

     

     

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

    (g)   The
Trading Advisor shall be responsible for promptly reviewing all oral and written
confirmations it receives to determine that the trades made for the Trading Fund
were made in accordance with the Trading Advisor’s instructions.  If
the Trading Advisor determines that an error was made in connection with a trade
or that a trade was made other than in accordance with the Trading Advisor’s
instructions, the Trading Advisor shall promptly notify the Sponsor of this fact
where such error is not corrected within three Business Days of the Trading
Advisor’s making such determination, and shall consult with the Sponsor with
regard to the best course of action for the Trading Fund.  All risks
relating to transactions ordered by the Trading Advisor on behalf of the Trading
Fund (including any trading or system error that has occurred in good faith)
shall be borne by the Trading Fund as principal and, accordingly, all gains or
losses accruing shall belong to or be borne by the Trading Fund; provided that,
if a trading error resulting in losses is due to an action or omission of the
Trading Advisor not meeting the applicable standard of conduct set forth in
Section 2(a), such loss shall be borne by the Trading Advisor.

     

    (h)   The
Sponsor and the Trading Fund agree that the Trading Advisor shall be the sole
trading advisor to the Trading Fund absent the Trading Advisor’s prior written
consent.

     

    2.   Standard of Liability;
Indemnification.

     

    (a)   The
Trading Advisor and its affiliates and each of their officers, employees,
directors, shareholders and controlling persons (the “Trading Advisor Parties”)
shall have no liability to the Sponsor, the Aspect Series, the Aspect CS Series,
any other entity that now or in the future invests in the Trading Fund, the
Trading Fund or to any owners of Equity Interests (the “Members”), and shall be
indemnified by the Trading Fund against any loss, liability, claim, damage or
expense (including the reasonable cost of investigating or defending any alleged
loss, liability, claim, damage or expense and reasonable counsel fees incurred
in connection therewith) (“Losses”), for conduct
undertaken as a trading advisor to the Trading Fund or otherwise relating to any
action or omission of the Trading Advisor Parties (or alleged action or
omission) in connection with this Agreement; provided that, such action or
omission (or alleged action or omission) does not constitute gross negligence,
willful misconduct or breach of this Agreement or any fiduciary duty owed by the
Trading Advisor to the Trading Fund and was done in a manner reasonably believed
to be in, or not opposed to, the best interests of the Trading
Fund.  The indemnity provision contained in this Section 2(a) shall
not increase the liability of each of the Aspect Series and the Aspect CS Series
beyond the amount of its capital and profits (exclusive of distributions or
other returns of capital, including redemptions), if any, in the Trading
Fund.

     

    (b)   In the
event the Sponsor, the Aspect Series, the Aspect CS Series, any other entity
that now or in the future invests in the Trading Fund, or the Trading Fund or
their respective principals, affiliates, officers, employees and controlling
persons (collectively, the “Sponsor Parties”) is made a
party to any threatened, pending or completed action, arbitration, claim,
demand, dispute, lawsuit or other proceeding (each a, “Proceeding”) or otherwise
incurs any Losses as a result of, or in connection with, the activities or
claimed activities of any Trading Advisor Party unrelated to the Trading Fund’s
business, the Trading Advisor shall indemnify, defend and hold harmless such
Sponsor Parties against any direct Losses incurred in connection therewith,
except in circumstances where such Proceeding arises either solely or partly as
a result of the gross negligence, willful misconduct or breach of this Agreement
or any fiduciary obligation owed by the relevant Sponsor Parties.

     

    (c)   The
Trading Advisor Parties shall not be liable to the Sponsor Parties (to the
extent permitted by any applicable laws, statutes, rules, regulations or orders
and so far as not inconsistent with the provisions of this Agreement) including
but not limited to any liability arising from the act or omission of any
Clearing Broker (as defined in Section 7), Executing Broker (as defined in
Section 7) or other counterparty, except that the Trading Advisor Parties shall
be liable to the Sponsor Parties for acts 

     

     

     

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

    by the
Trading Advisor Parties with respect to the provision of services hereunder
which constitute gross negligence, willful misconduct or breach of this
Agreement by a Trading Advisor Party.

     

    (d) (i)           Promptly
after receipt by any of the indemnified parties under this Agreement of notice
of any Proceeding, the party or parties seeking indemnification (the “Indemnitee”) shall notify the
party from which indemnification is sought (the “Indemnitor”) in writing of the
commencement thereof if a claim with respect thereof is to be made under this
Agreement.  Failure to notify an Indemnitor on a timely basis shall
only qualify the right to indemnity hereunder to the extent that such failure is
prejudicial to the Indemnitor.

     

    (ii)           The
Indemnitor shall be entitled to participate in the defense of any such
Proceeding and to assume the defense thereof with the assistance of counsel
reasonably satisfactory to the Indemnitee(s).  In any such Proceeding,
the Indemnitee(s) shall have the right to retain its or their own counsel, but
the fees and expenses of such counsel shall be at such Indemnitee’s own expense
unless (A) otherwise agreed by the Indemnitor and such Indemnitee or (B) the
named parties to any such Proceeding (including any impleaded parties) include
both the Indemnitor and the Indemnitee(s), and representation of the foregoing
parties by the same counsel would be inappropriate due to actual or potential
differing interests between them or the existence of different or additional
defenses (it being understood, however, that the Indemnitor shall not be liable
for legal fees or other expenses of more than one separate firm of attorneys for
all such Indemnitee(s), which firm shall be designated in writing by such
Indemnitees and be reasonably acceptable to the Indemnitor).  The
Indemnitee(s) shall cooperate with the Indemnitor in connection with any such
Proceeding and, subject to the Indemnitor’s ongoing obligation of
confidentiality with regard to such information, shall make all personnel, books
and records relevant to the Proceeding available to the Indemnitor and grant
such authorizations or powers of attorney to the agents, representatives and
counsel of the Indemnitor as the Indemnitor may reasonably consider desirable in
connection with the defense of any such Proceeding.

     

    (e)   None of
the indemnifications contained in this Section 2 shall be applicable with
respect to default judgments, confessions of judgment or settlements entered
into by the party or parties claiming indemnification without the prior written
consent, which shall not be unreasonably withheld, of the party obligated to
indemnify such party.

     

    (f)   The
Sponsor may not redeem or otherwise distribute or withdraw assets from the
Trading Fund for the purpose of eliminating or reducing assets available to
satisfy a claim for indemnification of the Trading Advisor pursuant to this
Agreement.  For the avoidance of doubt, the preceding sentence shall
not be construed as restricting the right of the Sponsor to make redemptions
from the Trading Fund for the purpose of satisfying redemption or withdrawal
requests of holders of Equity Interests.

     

    (g)   The
provisions of this Section 2 shall survive the termination of this
Agreement.

     

    3.   Limits on
Claims.

     

    (a)   The
Trading Advisor agrees that it will not take any of the following actions
against the Aspect Series, Aspect CS Series or the Platforms: (i) seek a decree
or order by a court having jurisdiction in the premises (A) for relief in
respect of the Aspect Series, Aspect CS Series or the Platforms in an
involuntary case or proceeding under the Federal Bankruptcy Code or any other
federal or state bankruptcy, insolvency, reorganization, rehabilitation,
liquidation or similar law or (B) adjudging the Aspect Series, Aspect CS Series
or the Platforms bankrupt or insolvent, or seeking reorganization,
rehabilitation, liquidation, arrangement, adjustment or composition of or in
respect of the Aspect Series, Aspect CS Series or the Platforms under the
Federal Bankruptcy Code or any other applicable federal or state law, or
appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator
(or other similar 

     

     

     

    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    

     

    official)
of the Aspect Series, Aspect CS Series or the Platforms or of any substantial
part of any of their properties, or ordering the winding up or liquidation of
any of their affairs; (ii) seek a petition for relief, reorganization or to take
advantage of any law referred to in the preceding clause; or (iii) file an
involuntary petition for bankruptcy (collectively, “Bankruptcy or Insolvency
Action”).

     

    (b)   In
addition, the Trading Advisor agrees that for any obligations due and owing to
it by the Trading Fund, the Trading Advisor will look solely and exclusively to
the assets of the Trading Fund to satisfy its claims and will not seek to attach
or otherwise assert a claim against the assets of the Aspect Series, the Aspect
CS Series, the Platforms, the Sponsor or any of their affiliates, whether there
is a Bankruptcy or Insolvency Action taken or otherwise, except that the Aspect
Series and the Trading Fund agree to be held jointly and severally liable for
any Management Fees or Performance Fees due on the Aspect Series’ interest in
the Trading Fund, and the Trading Fund and the Aspect CS Series agree to be held
jointly and severally liable for any Management Fees or Performance Fees due on
the Aspect CS Series’ interest in the Trading Fund.  For the avoidance
of doubt, the Aspect CS Series and the Aspect Series shall in no way be liable
for Management Fees or Performance Fees due on the each other’s interests in the
Trading Fund.  The parties agree that this provision will survive the
termination of this Agreement, whether terminated in a Bankruptcy or Insolvency
Action or otherwise.

     

    (c)   This
Agreement has been made and executed by and on behalf of the Trading Fund and
the Sponsor, and the obligations of the Trading Fund and/or the Sponsor set
forth herein are not binding upon any of the Members of the Aspect CS Series or
the Aspect Series individually but are binding only upon the assets and property
of the Trading Fund and no resort shall be had to the Members’ personal property
for the satisfaction of any obligation or claim hereunder.  In
addition, no resort shall be had to the assets of the Aspect CS Series or the
Aspect Series, except with regard to Management Fees and Performance Fees as
described in Section 3(b), for the satisfaction of any obligation or claim
hereunder. Subject to Appendix A, for the avoidance of doubt, the parties hereto
acknowledge and agree that the Platforms are organized in series pursuant to
Section 18-215(b) of the Delaware Limited Liability Company Act.  As
such, the debts, liabilities, obligations and expenses incurred, contracted for
or otherwise existing with respect to each Series shall be enforceable against
the assets of such Series only, and not against the assets of the Platforms
generally or the assets of any other Series.

     

    4.   Trading Advisor’s Closing
Obligations.

     

    If
requested by the Sponsor, on or prior to each closing date during the continuous
offering of the Aspect Series (each a “Closing Date”), the Trading
Advisor shall deliver or cause to be delivered, at the expense of the Trading
Advisor, to the Selling Agents (as defined in the Memorandum, “Selling Agents”), the Aspect
Series, the Trading Fund and the Sponsor, the reports, certificates and
documents described below addressed to them and, except as may be set forth
below, dated as of the Closing Date.

     

    (a)   a report
from the Trading Advisor which shall present, for the period from the date after
the last day covered by the Trading Advisor’s performance information as set
forth in the Part Two:  Series Information of the Memorandum to the
latest practicable month–end before the Closing Date, figures which shall show
the actual past performance of the Program (or, if such actual past performance
information is unavailable, then the estimated past performance) for such period
as well as any pro forma performance information for such period reasonably
requested by the Sponsor, and which shall certify that, to the best of its
knowledge, such figures are complete and accurate in all material
respects;

     

    (b)   a
certificate of the Trading Advisor in the form proposed prior to the Closing
Date by counsel to the Sponsor, with such changes in such form as are proposed
by the Trading Advisor or its counsel and are acceptable to the Sponsor and its
counsel so as to make such form mutually acceptable to the Sponsor, the Trading
Advisor and their respective counsel, to the effect that:

     

     

     

    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

    

     

    (1)   the
representations and warranties of the Trading Advisor contained in this
Agreement are true and correct in all material respects on the date of the
certificate as though made on such date;

     

    (2)   nothing
has come to the Trading Advisor’s attention which would cause the Trading
Advisor to believe that, at any time from: (A) the time the forms required to
register the Units under the Securities Exchange Act of 1934, as amended (such
forms, collectively, the “Form
10”), initially became effective to (B) the Closing Date, the Form 10, as
amended from time to time, or the Memorandum, as supplemented or amended from
time to time, with respect to the Trading Advisor Parties, or with respect to
the Program or performance information, contained an untrue statement of a
material fact or omitted to state a material fact required to be stated therein
or necessary to make the statements therein, in light of the circumstances in
which they were made, not misleading; and

     

    (3)   the
Trading Advisor has performed all covenants and agreements herein contained to
be performed on its part at or prior to the Closing Date.

     

    5.   Independent Contractor
Status.

     

    The
Trading Advisor shall for all purposes herein be deemed to be an independent
contractor with respect to the Sponsor and the Trading Fund, and shall, unless
otherwise expressly authorized, have no authority to act for or to represent the
Trading Fund, the Sponsor, any other commodity trading advisor of the Platforms
or the Selling Agents in any way or otherwise be deemed to be a general agent,
joint venturer or partner of the Trading Fund, the Sponsor, any other commodity
trading advisor of the Platforms or the Selling Agents, or in any way be
responsible for the acts or omissions of the Trading Fund, the Sponsor, any
other commodity trading advisor of the Platforms or the Selling Agents as long
as it is acting independently of such persons.

     

    6.   Confidentiality.

     

    The
Sponsor acknowledges that the Program is the confidential property of the
Trading Advisor.  Nothing in this Agreement shall require the Trading
Advisor to disclose the confidential or proprietary details of the Program
and/or the Trading Advisor’s trading programs generally, its systems,
methodologies, trading techniques, research, strategies, models and other
commercial information, except only to the extent that such disclosure may be
legally compelled under applicable law or may be required under Section 12(d) or
(e).  The Sponsor further agrees that it will keep confidential and
will not disclose to any third party (including any Members) or to its own
employees other than on a “need to know” basis the Trading Advisor’s trading
advice to the Trading Fund, except as, and to the extent that, it may be
determined by the Sponsor to be expressly required by: (i) any law or statute;
(ii) governmental, regulatory or self-regulatory agency or organization, rule,
regulation or order; (iii) the request of any governmental, regulatory or
self-regulatory agency or organization; (iv) valid legal process; or (v) as
otherwise authorized by the Trading Advisor from time to time.  The
Trading Fund and the Sponsor further agree that they shall not copy, disclose,
misuse, misappropriate or reverse engineer or otherwise appropriate or make use
of in any manner the investment and trading strategies, systems, algorithms,
models, techniques, methods, policies, programs and analyses previously,
currently or hereafter used by the Trading Advisor in the conduct of its
business including all data, details, components, specifications, codes,
formulae, know-how (technical or otherwise), electronic data processing systems,
computer software programs and computer hardware systems relating to the
foregoing, and all embodiments, articulations, applications, expressions and
reproductions of any of the foregoing including, without limitation, documents,
notes, print-outs, work papers, charts, diskettes, tapes and
manuals.  For the avoidance of doubt, all performance information
relating to the Program, the Trading Fund, the Aspect 

     

     

     

    
      
        
        

      

      
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    Series
and the Aspect CS Series that is provided on an intra-month basis, and all
exposure reports, shall be deemed confidential information and not distributed
to Members or any other party, except as otherwise indicated in clauses (i)
through (v) above.

     

    7.   Clearing Broker; Executing
Broker.

     

    (a)   All
Futures Interest trades, including foreign exchange trades, for the accounts of
the Trading Fund shall be cleared through such commodity clearing broker or
brokers as the Sponsor directs.  The Trading Fund will clear Futures
Interest trades through Credit Suisse Securities (USA) LLC (“Credit Suisse Securities” or
the “Clearing
Broker”).

     

    (b)   All
foreign exchange trades for the accounts of the Trading Fund shall be executed
through such commodity broker or brokers and banks (or other forward dealers) as
the Trading Advisor may consider necessary or appropriate in its reasonable
discretion and which are pre-approved by the Sponsor, which approval shall not
be unreasonably withheld.

     

    (c)   All
Futures Interest trades, other than foreign exchange trades, for the accounts of
the Trading Fund shall be executed through such commodity broker or brokers and
banks (the “Executing
Brokers”) as the Trading Advisor may consider necessary or appropriate in
its reasonable discretion if such broker(s) agree to “give up” all transactions
to the Clearing Broker for clearance subject to Section 1(a)(iii).  If
the Trading Fund is not a signatory to the resulting give-up agreements pursuant
to Section 1(a)(iii), the Trading Advisor shall notify the Sponsor and the
Trading Fund from time to time in writing of the Executing Brokers selected by
the Trading Advisor.

     

     (d)           The
Sponsor has retained UBS Financial Services Inc. as a selling agent for the
Aspect Series and will retain Credit Suisse Securities as a selling agent for
the Aspect CS Series; provided however that the Sponsor shall obtain the Trading
Advisor’s prior written consent prior to appointing any other selling agents for
the Aspect Series or the Aspect CS Series.

     

    8.   Brokerage Confirmations and
Reports.

     

    The
Sponsor will instruct the Clearing Broker to furnish the Trading Advisor with
copies of all trade confirmations, daily equity runs and monthly trading
statements relating to the Trading Fund.  The Trading Advisor will
maintain records and will monitor all open positions relating thereto; provided,
however, that the Trading Advisor shall not be responsible for any errors by the
Clearing Broker or any other brokers appointed pursuant to Section 7 as long as
the Trading Advisor’s actions or omissions, if any, relating to such error are
consistent with the standard set forth in Section 2(a).  The Sponsor
will also furnish the Trading Advisor with a copy of the form of all reports,
including but not limited to, monthly, quarterly and annual reports, sent to the
Members, and copies of all reports filed with the Securities and Exchange
Commission, the CFTC or the NFA.  The Trading Advisor shall, at the
Sponsor’s request, make a good faith effort to provide the Sponsor with copies
of all trade confirmations, daily equity runs, monthly trading reports or other
reports sent to the Trading Advisor by the Clearing Broker regarding the Trading
Fund, provided that such confirmations and reports are actually in the Trading
Advisor’s possession or control, as the Sponsor deems appropriate and in
circumstances where the Sponsor cannot obtain copies of these confirmations and
reports on its own behalf.  Upon request, the Sponsor will provide the
Trading Advisor with accurate information with respect to the Trading
Fund.

     

    9.   Fees.

     

    (a)   In
consideration of and in compensation for the performance of the Trading
Advisor’s services under this Agreement, the Trading Advisor shall receive from
the Trading Fund a management

     

     

     

    
      
        
        

      

      
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     fee
(the “Management Fee”)
and a performance fee (the “Performance Fee”) as set forth
in the “Appendix A — Fee Schedule” hereto.

     

    (b)   Management
Fees and Performance Fees (including, if applicable, any United Kingdom value
added tax or any analogous taxation thereon) shall be paid within twenty
Business Days following the end of the period for which they are payable, unless
the Sponsor is unable to value a material portion of the Trading Fund’s
positions, in which case the Management Fees and Performance Fees will be paid
as soon as reasonably possible after such positions have been
valued.  For the avoidance of doubt, all fees and expenses payable
under this Agreement shall be stated exclusive of any United Kingdom value added
tax or any analogous taxation payable or chargeable thereon and, if applicable,
the Trading Fund shall pay to the Trading Advisor an amount equal to any United
Kingdom value added tax or any analogous taxation so chargeable against
production by the Trading Advisor of an appropriate tax invoice addressed to the
Trading Fund.  If a Performance Fee shall have been paid by the
Trading Fund to the Trading Advisor in respect of any calendar quarter and the
Trading Advisor shall incur subsequent losses in trading on behalf of the
Trading Fund, the Trading Advisor shall nevertheless be entitled to retain
amounts previously paid to it in respect of New Net Trading Profits (as defined
in Appendix A).

     

    (c)   The
Trading Advisor will be provided by the Sponsor with the data used by the
Sponsor to compute the foregoing fees within twenty Business Days of the end of
the relevant period.

     

    (d)   For
purposes of allocating fees hereunder, the Trading Fund shall issue a separate
series of shares with respect to, or otherwise separately account for, the
Aspect Series, the Aspect CS Series, and any series of the AlphaMosaic
Platform.  Additional series may be issued to new investors with the
prior written consent of the Trading Advisor.

     

    10.   Term and Termination;
Removal of the Sponsor.

     

    (a)   This
Agreement shall commence on the date hereof and, unless sooner terminated
pursuant to sections (b), (c), (e) or (f) of this Section 10, shall continue in
effect until the close of business on March 31, 2010 (the “Initial
Term”).  After the expiration of the Initial Term, unless
sooner terminated, this Agreement shall be renewed automatically on the same
terms and conditions set forth herein for successive additional one-year terms,
each of which shall commence on the first day of the month subsequent to the
conclusion of the then-current term.  Notice of any such termination
shall require thirty (30) days’ prior written notice.

     

    (b)   This
Agreement may be terminated at any time at the election of the Sponsor in its
sole discretion upon at least one Business Day’s prior written notice to the
Trading Advisor.  The Sponsor will use its reasonable best efforts to
cause any termination to occur as of a month-end.

     

    (c)   The
Trading Advisor shall have the right to terminate this Agreement at any time
upon ten (10) days’ written notice to the Trading Fund and the Sponsor in the
event (i) of the receipt by the Trading Advisor of an opinion of independent
counsel satisfactory to the Trading Advisor and the Trading Fund that by reason
of the Trading Advisor’s activities with respect to the Trading Fund, it is
required to register as an investment adviser under the Investment Advisers Act
of 1940, as amended, or under the laws of any state and it is not so registered;
(ii) that the registration of the Sponsor as a commodity pool operator under the
CEA, or its NFA membership in such capacity, is revoked, suspended, terminated
or not renewed; (iii) the Sponsor imposes additional trading limitation(s)
pursuant to Section 1 of this Agreement which the Trading Advisor does not agree
to follow in its management of the Trading Fund, or the Sponsor overrides
trading instructions of the Trading Advisor or does not consent to a material
change to the Program requested by the Trading Advisor; (iv) the Sponsor elects
(pursuant to Section 1 of this Agreement) to have the Trading Advisor use a
different program in the 

     

     

     

     

    
      
        
        

      

      
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    Trading
Advisor’s management of the Trading Fund’s assets from that which the Trading
Advisor is then using to manage such assets and the Trading Advisor objects to
using such different program; (v) there is an unauthorized assignment of this
Agreement by the Trading Fund or the Sponsor; (vi) there is a material breach of
this Agreement by the Trading Fund and/or the Sponsor after giving written
notice to the Sponsor which identifies such breach and such material breach has
not been cured within ten Business Days following receipt of such notice by the
Sponsor; or (vii) other good cause is shown and the written consent of the
Sponsor is obtained (which shall not be unreasonably withheld or
delayed).  In the event that the Trading Advisor terminates the
Agreement in accordance with this clause 10(c), the Trading Advisor shall use
reasonable endeavours to liquidate the assets of the Account in an orderly and
mutually agreed upon fashion given the market conditions at the time and the
nature of the positions held in the Account with due regard for the best
interests of the Trading Fund.

     

    (d)   Notwithstanding
any other provisions to the contrary, the Trading Advisor or the Trading Fund
may terminate this Agreement upon thirty (30) days’ prior written
notice.  In the event that the Trading Advisor terminates the
Agreement in accordance with this clause 10(d), the Trading Advisor shall use
reasonable endeavours to liquidate the assets of the Account in an orderly and
mutually agreed upon fashion given the market conditions at the time and the
nature of the positions held in the Account with due regard for the best
interests of the Trading Fund.

     

    (e)   In the
event that this Agreement is terminated pursuant to this Section 10 the Trading
Advisor shall be entitled to, and the Trading Fund shall pay, the Management Fee
and the Performance Fee, if any, which shall be computed (i) with respect to the
Management Fee, on a pro
rata basis, based upon the portion of the month for which the Trading
Advisor had such assets under management, and (ii) with respect to the
Performance Fee, if any, as if the effective date of termination was the last
day of the then current calendar quarter.  The rights of the Trading
Advisor to fees earned through the earlier to occur of the date of expiration or
termination shall survive this Agreement until satisfied.

     

    (f)   This
Agreement shall terminate:

     

     

    (1)           immediately
if the performance of this Agreement shall become illegal under the laws of
England; or

     

    (2)           immediately
if the Trading Advisor ceases to hold the appropriate authorization under Part
IV of the United Kingdom’s Financial Services and Markets Act 2000 enabling the
Trading Advisor to carry out its duties under this Agreement; or

     

    (3)           immediately
in the event that the Trading Advisor, the Sponsor or the Trading Fund has
become insolvent, a valid and binding petition is presented for the winding up
of any of them (other than a voluntary liquidation for the purpose of
reconstruction or amalgamation forthwith to be carried into effect) or seeks to
enter into a formal arrangement with its creditors.

    


    (g)   Notwithstanding
anything to the contrary (implied or explicit) in this Agreement, a majority by
the Units of the Aspect Series or the Aspect CS Series can vote (in a meeting or
by written consent) to remove the Sponsor with respect to the Aspect Series or
the Aspect CS Series, respectively, and replace the Sponsor with a third party
of their choice.  If the Sponsor is so removed for both the Aspect
Series and the Aspect CS Series, this Agreement, the Aspect Series, the Aspect
CS Series and the Trading Fund shall be terminated.

     

     

     

    
      
        
        

      

      
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    11.   Liquidation of
Positions.

     

    The
Trading Advisor agrees to liquidate open positions in the amount that the
Sponsor informs the Trading Advisor, in writing via facsimile or email, that the
Sponsor considers necessary or advisable to liquidate in order to (i) effect any
termination or reallocation pursuant to this Agreement, (ii) fund its pro rata share of any
redemption, exchange, distribution or Trading Fund expense or (iii) comply with
any other provision herein.  The Sponsor shall not, however, have
authority to instruct the Trading Advisor as to which specific open positions to
liquidate, except as otherwise provided herein.  The Sponsor shall
provide the Trading Advisor with such reasonable prior notice of such
liquidation as is practicable under the circumstances and will endeavor to
provide at least one Business Days’ prior notice.  The Trading Fund
and the Sponsor hereby acknowledge that any such liquidation of positions in the
circumstances contemplated in this Section 11 may reduce the value of such
positions relative to the amount that may have been realized if the same had
remained subject to the normal course of application of the Program, and that
the Trading Advisor shall have no liability for any such reduction in value if
such liquidation is made in a manner consistent with the standard set forth in
Section 2(a).

     

    12.   Other Accounts of the
Trading Advisor; Exclusivity.

     

    (a)   The
Trading Advisor shall be free to manage and trade accounts for other investors
(including other public and private commodity pools) during the term of this
Agreement and to use the same or other information and trading approach utilized
in the performance of services for the Trading Fund for such other accounts so
long as the Trading Advisor’s ability to carry out its obligations and duties to
the Trading Fund pursuant to this Agreement is not materially impaired
thereby.  In addition, the Trading Advisor Parties also will be
permitted to trade in Futures Interests using the Program or otherwise for their
own accounts, so long as the Trading Advisor’s ability to carry out its
obligations and duties to the Trading Fund pursuant to this Agreement is not
materially impaired thereby.  Neither the Trading Advisor nor the
Trading Advisor Parties shall be liable to account to the Sponsor or the Trading
Fund for any profit, commission or remuneration made or received from or by
reason of such transactions or any connected transactions and the Trading
Advisor’s fees shall not, unless otherwise provided, be abated
thereby.

     

    (b)   The
Trading Fund and the Sponsor each agree that the Trading Advisor may (but only
in accordance with the rules set out in the Financial Services Authority (“FSA”) Handbooks (the “FSA Rules”)) combine orders
for the Trading Fund with the Trading Advisor’s own orders or orders of any
Trading Advisor Party, or with the orders of any other client of the Trading
Advisor and that such combination of orders may, on some occasions, produce a
more favorable price and, on others, a less favorable price than that which the
Trading Fund would have obtained had the Trading Fund’s order been executed
separately.

     

    (c)   The
Trading Advisor agrees, in its management of accounts other than the account of
the Trading Fund, that it will not knowingly or deliberately favor on an overall
basis any other account managed or controlled by it or any of the Trading
Advisor Parties (in whole or in part) over the Trading Fund.  The
preceding sentence shall not be interpreted to preclude (i) the Trading Advisor
from charging another client fees which differ from the fees to be paid to it
hereunder or otherwise establishing business terms for an account that are
different than (and superior to) the business terms of the Trading Fund or the
Series; (ii) the use of a different trading approach for another account,
including a trading approach that is more profitable and/or less volatile than
the Program; or (iii) an adjustment by the Trading Advisor in the implementation
of the Program which is undertaken by the Trading Advisor in good faith in order
to accommodate additional accounts.  The Trading Advisor, upon
reasonable request and receipt of adequate assurances of confidentiality, shall
provide the Sponsor with an explanation of the differences, if any, in
performance between the Trading Fund and any other similar account traded
pursuant to the Program for which the Trading Advisor acts as a commodity
trading advisor (in whole or in part).

     

     

     

     

    
      
        
        

      

      
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    (d)   Upon the
reasonable request of, and upon reasonable notice of not less than three
Business Days from, the Sponsor, the Trading Advisor shall permit the Sponsor to
review at the Trading Advisor’s offices during normal business hours such
trading records as it reasonably may request for the purpose of confirming that
the Trading Fund has been treated equitably on an overall basis with respect to
advice rendered during the term of this Agreement by the Trading Advisor in
relation to other accounts managed by the Trading Advisor pursuant to the
Program (for the avoidance of doubt, the parties acknowledge that the Sponsor
may inspect, subject to such restrictions as the Trading Advisor may reasonably
deem necessary or advisable so as to preserve the confidentiality of proprietary
information and the identity of its clients:  (i) such trading records
of the accounts managed by the Trading Advisor pursuant to the Program and (ii)
certain performance information of other accounts traded pursuant to the
Program, during normal business hours as the Sponsor reasonably may request; in
each case provided, however, that the Trading Advisor shall not be required by
the foregoing to reveal any information the disclosure of which would cause the
Trading Advisor to breach any other contractual confidentiality obligations to
which the Trading Advisor is subject).  The Trading Advisor may, in
its discretion, withhold from any such report or inspection the identity of the
client for whom any such account is maintained, and in any event the Sponsor
shall keep confidential all such information obtained by it from the Trading
Advisor.

     

    13.   Speculative Position
Limits.

     

    If, at
any time during the term of this Agreement, it appears to the Trading Advisor
that it may be required to aggregate the Trading Fund’s positions with the
positions of any other accounts the Trading Advisor or any other Trading Advisor
Party owns or controls for purposes of applying the speculative position limits
of the CFTC, any exchange, self-regulatory body or governmental authority, the
Trading Advisor will notify the Sponsor as promptly as reasonably practicable
under the circumstances if the Trading Fund’s positions under the Trading
Advisor’s management are included in an aggregate amount which equals or exceeds
the applicable speculative limit.  The Trading Advisor agrees that, if
its trading recommendations pursuant to the Program are altered because of the
potential application of speculative position limits, the Trading Advisor will
modify its trading instructions to the Trading Fund and its other accounts in a
good faith effort to achieve an equitable treatment of all accounts (for the
avoidance of doubt, the Trading Advisor will liquidate Futures Interest
positions and/or limit the taking of new positions in all accounts it manages,
including the Trading Fund, as nearly as possible in proportion to the assets
available for trading of the respective accounts to the extent necessary to
comply with applicable speculative position limits).  The Trading
Advisor presently believes that the Program can be implemented for the benefit
of the Trading Fund notwithstanding the possibility that, from time to time,
speculative position limits may become applicable.

     

    14.   Redemptions, Exchanges,
Distributions, Subscriptions.

     

    The
Sponsor will use its reasonable efforts to give the Trading Advisor at least
three Business Days’ prior written notice of any proposed redemptions, exchanges
or distributions as well as of any pending subscriptions.

     

    15.   The Trading Advisor’s
Representations and Warranties.

     

    The
Trading Advisor represents and warrants to the Sponsor and the Trading Fund
that:

     

    (a)   All
references to the Trading Advisor, its principals and the Program in the
Memorandum are complete and accurate in all material respects as of the date of
such Memorandum and the Memorandum does not contain any untrue statement of a
material fact regarding the Trading Advisor, its principals or the Program or
omit to state a material fact regarding the Trading Advisor, its 

     

     

     

    
      
        
        

      

      
        -12-

        
          

        

      

      
        
        

      

    

     

    principals
or the Program which is necessary to make the statements therein not
misleading.

     

    (b)   The
information with respect to the Trading Advisor set forth in the actual
performance tables in the Memorandum complies in all material respects with the
CFTC rules.  The Disclosure Document complies in all material respects
with the applicable regulations promulgated under the CEA by the CFTC and the
NFA Rules.

     

    (c)   The
Trading Advisor is duly registered under the CEA as a commodity trading advisor,
is a member of the NFA in such capacity, is in compliance with such other
registration and licensing requirements as shall be necessary to enable it to
perform its obligations hereunder and agrees to maintain and renew such
registrations and licenses during the term of this Agreement.

     

    (d)   The
Trading Advisor has complied, and will continue to comply, in all material
respects with all laws, statutes, rules, regulations and orders having
application to its business, properties and assets, the violation of which might
reasonably be expected, in the Trading Advisor’s best knowledge and belief, to
materially and adversely affect its ability to comply with and perform its
obligations under this Agreement.  As of the date hereof, there are no
threatened, pending or completed actions, arbitrations, claims, demands,
disputes, lawsuits or other proceedings, notices of investigation or
investigations pending or, to the best knowledge and belief of the Trading
Advisor, threatened against any Trading Advisor Party regarding noncompliance
with any applicable laws, statutes, rules, regulations or orders, or at law or
in equity, or before or by any court, any foreign, federal, state, municipal or
other governmental department, commission, board, bureau, agency or
instrumentality, or any governmental, regulatory or self-regulatory agency,
organization, exchange or other body, in each case in which an adverse decision
might reasonably be expected, in the Trading Advisor’s best knowledge and
belief, to materially and adversely affect its ability to comply with or perform
its obligations under this Agreement or result in a material adverse change in
the condition, financial or otherwise, business or prospects of the Trading
Advisor.

     

    (e)   The
Trading Advisor is duly organized, validly existing and in good standing under
the laws of the jurisdiction of its formation and has full power and authority
to enter into this Agreement and to provide the services required of it
hereunder.  The Trading Advisor is qualified to conduct business and
is in good standing in every jurisdiction in which the nature or conduct of its
business requires such qualification and the failure to qualify might reasonably
be expected to have a materially adverse effect on its ability to comply with or
perform its obligations under this Agreement (it being understood that any
decision as to the jurisdiction or jurisdictions in which the Trading Advisor
shall conduct its business is within the sole discretion of the Trading
Advisor).

     

    (f)   The
execution and delivery of this Agreement and the incurrence and performance of
the obligations contemplated in this Agreement by the Trading Advisor will not
conflict with, violate, breach or constitute a default under any term or
provision of its certificate of incorporation, by-laws or other charter or
governing documents, or any indenture, mortgage, deed of trust, loan agreement
or other agreement or instrument to which the Trading Advisor is a party, or by
which it is bound, or to which any of the property or assets of the Trading
Advisor is subject, or any laws, statutes, rules, regulations, orders or other
legal requirement applicable to the Trading Advisor or to the property or assets
of the Trading Advisor of any court or any regulatory authority having
jurisdiction over the Trading Advisor.

     

    (g)   This
Agreement has been duly and validly authorized, executed and delivered by the
Trading Advisor and is a valid and binding agreement of the Trading Advisor
enforceable in accordance with its terms.

     

     

     

     

    
      
        
        

      

      
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    (h)   At any
time during the term of this Agreement that a disclosure document relating to
any Equity Interests is required to be delivered in connection with the offer
and sale thereof, the Trading Advisor agrees upon the request of the Sponsor to
provide the Sponsor with such information as shall be necessary so that, as to
the Trading Advisor Parties, such disclosure document is complete and accurate
in all material respects.

     

    (i)   The
Trading Advisor is not bankrupt or insolvent.

     

    (j)   The
Trading Advisor will use its reasonable best efforts to implement a fair and
consistent allocation policy which seeks to ensure that all clients are treated
equitably and positions allocated as nearly as possible in proportion to the
assets available for trading of the accounts managed or controlled by
it.

     

    All
representations, warranties and covenants contained in this Agreement shall be
continuing during the term of this Agreement and shall survive the termination
of this Agreement with respect to any matter arising while this Agreement was in
effect.  The Trading Advisor hereby agrees that as of the date of this
Agreement it is, and during its term shall be, in compliance with its
representations, warranties and covenants herein contained.  In
addition, if at any time any event occurs which would make such representations,
warranties or covenants not true, the Trading Advisor will promptly notify the
other parties of such facts in the manner provided below.  All
representations, warranties and covenants herein contained shall inure to the
benefit of the party to whom it is addressed and its respective heirs,
executors, administrators, legal representatives, successors and permitted
assigns.

     

    16.   The Sponsor’s
Representations and Warranties.

     

    The
Sponsor represents and warrants to the Trading Advisor for itself and the
Trading Fund, Aspect Series and Aspect CS Series that:

     

    (a)   The
Memorandum and marketing materials relating to the Equity Interests as
supplemented and amended from time to time are complete and accurate in all
material respects and do not contain any untrue statement of a material fact or
omit to state a material fact which is necessary to make the statements therein
not misleading, except that the foregoing representation does not apply to any
statement or omission concerning any Trading Advisor Party in the Memorandum,
made in reliance upon, and in conformity with, information furnished to the
Sponsor by or on behalf of any Trading Advisor Party expressly for use in the
Memorandum.

     

    (b)   The
Sponsor is a limited liability company duly organized, validly existing and in
good standing under the laws of the State of Delaware and has full power and
authority to perform its obligations under this Agreement.  The
Sponsor will be qualified to conduct business and will be in good standing in
every jurisdiction in which the nature or conduct of its business requires such
qualification and the failure to qualify might reasonably be expected to have a
materially adverse effect on its ability to comply with or perform its
obligations under this Agreement (it being understood that any decision as to
the jurisdiction or jurisdictions in which the Sponsor shall conduct its
business is within the sole discretion of the Sponsor).

     

    (c)   The
Sponsor, Trading Fund, Aspect Series and Aspect CS Series have the capacity and
authority to enter into this Agreement.

     

    (d)   This
Agreement has been duly and validly authorized, executed and delivered on behalf
of the Sponsor, Trading Fund, Aspect Series and Aspect CS Series and is a valid
and binding agreement

     

     

     

    
      
        
        

      

      
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     of
the Sponsor, Trading Fund, Aspect Series and Aspect CS Series enforceable in
accordance with its terms.

     

    (e)   The
execution and delivery of this Agreement and the incurrence and performance of
the obligations contemplated in this Agreement by the Sponsor, Trading Fund,
Aspect Series and Aspect CS Series, respectively, will not conflict with,
violate, breach or constitute a default under any term or provision of the
certificates of incorporation, by-laws or other charter or governing documents
of the Sponsor, Trading Fund, Aspect Series or Aspect CS Series, or any
indenture, mortgage, deed of trust, loan agreement or other agreement or
instrument to which the Sponsor, Trading Fund, Aspect Series or Aspect CS Series
is a party, or by which either the Sponsor, Trading Fund, Aspect Series or
Aspect CS Series is bound, or to which any of the property or assets of the
Sponsor, Trading Fund, Aspect Series or Aspect CS Series, as the case may be, is
subject, or any law, statute, rule, regulation, order or other legal requirement
applicable to the Sponsor, Trading Fund, Aspect Series or Aspect CS Series or to
the property or assets of the Sponsor, Trading Fund, Aspect Series or Aspect CS
Series of any court or any regulatory authority having jurisdiction over the
Sponsor, Trading Fund, Aspect Series or Aspect CS Series.

     

    (f)   The
Sponsor is registered as a commodity pool operator and is a member of the NFA,
and it will maintain and renew such registration and membership during the term
of this Agreement.

     

    (g)   The
Trading Fund is a company organized and validly existing under the laws of the
Cayman Islands and has full power and authority to enter into this Agreement and
to perform its obligations under this Agreement.  The Aspect Series
and the Aspect CS Series are validly existing series of AlphaMetrix Managed
Futures LLC and AlphaMetrix Managed Futures II LLC, respectively, each of which,
is a limited liability company organized and validly existing under the laws of
the State of Delaware, respectively, and the Aspect Series and the Aspect CS
Series each has full power and authority to enter into this Agreement and to
perform its obligations under this Agreement  The Trading Fund, Aspect
Series and Aspect CS Series will be qualified to conduct business and will be in
good standing in every jurisdiction in which the nature or conduct of their
business requires such qualification and the failure to qualify might reasonably
be expected to have a materially adverse effect on their ability to comply with
or perform their obligations under this Agreement (it being understood that any
decision as to the jurisdiction or jurisdictions in which the Trading Fund,
Aspect Series or Aspect CS Series shall conduct its business is within the sole
discretion of the Trading Fund, Aspect Series or Aspect CS Series,
respectively).

     

    (h)   The
Sponsor, Trading Fund, Aspect Series and Aspect CS Series have each complied,
and will continue to comply in all material respects with all laws, statutes,
rules, regulations and orders having application to its business, properties and
assets, the violation of which might reasonably be expected, in the Sponsor’s or
the Trading Fund’s, Aspect Series’ or Aspect CS Series’ best knowledge and
belief, to materially and adversely affect its ability to comply with and
perform its obligations under this Agreement and in connection with the offering
of any Equity Interests.  As of the date hereof, there are no
threatened, pending or completed actions, arbitrations, claims, demands,
disputes, lawsuits or other proceedings, notices of investigation or
investigations pending or, to the best knowledge and belief of the Sponsor,
Trading Fund, Aspect Series or Aspect CS Series threatened against the Sponsor,
Trading Fund, Aspect Series or Aspect CS Series, as the case may be, regarding
noncompliance with any applicable laws, statutes, rules, regulations or orders,
or at law or in equity, or before or by any court, any foreign, federal, state,
municipal or other governmental department, commission, board, bureau, agency or
instrumentality, or any governmental, regulatory or self-regulatory agency,
organization, exchange or other body, in which an adverse decision might
reasonably be expected, in the Sponsor’s or the Trading Fund’s, Aspect Series’
or Aspect CS Series’ best knowledge and belief, to materially and adversely
affect its ability to comply with or perform its obligations under this
Agreement or result in a material adverse 

     

     

     

    
      
        
        

      

      
        -15-

        
          

        

      

      
        
        

      

    

     

    change in
the condition, financial or otherwise, business or prospects of the Sponsor,
Trading Fund, Aspect Series or Aspect CS Series.

     

    (i)   None of
the Sponsor, the Trading Fund, the Aspect Series or the Aspect CS Series is
bankrupt or insolvent.

     

    (j)   Each of
the Sponsor, Trading Fund, Aspect Series and Aspect CS Series have read and
understood the Disclosure Document (including the Risk Disclosure Statement
contained therein) and they are aware of the risks inherent in the Program
(including, without limitation, the risks inherent in trading in the Futures
Interests envisaged by the Program).

     

    (k)   The
Trading Fund shall be exclusively owned by the Aspect Series, the Aspect CS
Series and (directly or indirectly) the AlphaMosaic Platform.  As of
August 31, 2009, the Intermediate Fund was dissolved and no longer invests in
the Trading Fund.  Additional entities may invest in the Trading Fund
with the prior written consent of the Trading Advisor.

     

    (l)   Subject
to the other provisions contained herein, the Sponsor shall provide the Trading
Advisor with advance written notice of at least one week regarding any
structural changes to the Trading Fund, the Aspect Series or the Aspect CS
Series.  The parties agree that any such restructuring shall not have
any adverse affect on the Trading Advisor or its ability to provide investment
management services to the Trading Fund.

     

    (m)   The
Trading Fund is not a “benefit plan investor” (as defined below) and the Trading
Fund and Sponsor agree to notify the Trading Advisor immediately if the Trading
Fund becomes a benefit plan investor.  As used herein, “benefit plan
investor” means (a) any “employee benefit plan” as defined in, and subject to
the fiduciary responsibility provisions of, the U.S. Employee Retirement Income
Security Act of 1974, as amended (“ERISA”), (b) any “plan” as defined in and
subject to Section 4975 of the U.S. Internal Revenue Code of 1986, as amended
(the “Code”), and (c) any entity deemed for any purpose of ERISA or Section 4975
of the Code to hold "plan assets" of any such employee benefit plan or plan due
to investments made in such entity by already described benefit plan investors
(as determined under Section 3(42) of ERISA).

     

    (n)   The
Trading Fund is a “qualified eligible person” as that term is defined in CFTC
Regulation 4.7.

     

    All
representations, warranties and covenants contained in this Agreement shall be
continuing during the term of this Agreement and shall survive the termination
of this Agreement with respect to any matter arising while this Agreement was in
effect.  The Sponsor, Trading Fund, Aspect Series and Aspect CS Series
hereby each agree that as of the date of this Agreement each of them is, and
during its term shall be, in compliance with its respective representations,
warranties and covenants herein contained.  In addition, if at any
time any event occurs which would make such representations, warranties or
covenants not true, the Sponsor, Trading Fund, Aspect Series and Aspect CS
Series will each promptly notify the other parties of such facts in the manner
provided below.  All representations, warranties and covenants herein
contained shall inure to the benefit of the party to whom it is addressed and
its respective heirs, executors, administrators, legal representatives,
successors and permitted assigns.

     

    17.   Assignment.

     

    This
Agreement may not be assigned by any of the parties hereto without the express
prior written consent of the other parties hereto.  Notwithstanding
the above, the Sponsor and the Trading Advisor may assign its respective
interest in this Agreement (a) to an affiliate of the Sponsor or the


     

     

     

    
      
        
        

      

      
        -16-

        
          

        

      

      
        
        

      

    

     

    Trading
Advisor, as the case may be, upon notice only (which need not be prior notice)
to the other parties hereto, or (b) in connection with the sale or transfer of
all or a material portion of the Sponsor’s or the Trading Advisor’s respective
equity or assets.

     

    18.   Successors.

     

    This
Agreement shall be binding upon and inure to the benefit of the parties hereto
and the successors and permitted assigns of each of them, and no other person
(except as otherwise provided herein) shall have any right or obligation under
this Agreement.  The terms “successors” and “assigns” shall not
include any Members.

     

    19.   Amendment or Modification or
Waiver; Amendment and Restatement.

     

    This
Agreement may not be amended or modified, nor may any of its provisions be
waived, except upon the prior written consent of the parties
hereto.  This Agreement amends and restates the Original Agreement in
its entirety and supersedes that certain letter agreement between the Sponsor
and the Trading Advisor dated December 1, 2008.

     

    20.   Notices.

     

    Except as
otherwise provided herein, all notices required to be delivered under this
Agreement shall be effective only if in writing and shall be deemed given by the
party required to provide notice when received by the party to whom notice is
required to be given and shall be delivered personally or by registered mail,
postage prepaid, return receipt requested, or by facsimile or email, as follows
(or to such other address as the party entitled to notice shall hereafter
designate by written notice to the other parties):

     

    
      	
              If
      to the Sponsor:

               


              ALPHAMETRIX,
      LLC

              181
      West Madison

              Suite
      3825

              Chicago,
      Illinois  60602

              Attn:  Legal
      Department

              Facsimile:  312.267.8484

              Email:
      ltamburini@alphametrix.com


            	
              If
      to the Trading Fund:

               


              ALPHAMETRIX
      ASPECT FUND – MT001

              c/o
      AlphaMetrix, LLC

              181
      West Madison

              Suite
      3825

              Chicago,
      Illinois  60602

              Attn:  Legal
      Department

              Facsimile:  312.267.8484

              Email:
      ltamburini@alphametrix.com


            
	
              If
      to the Aspect Series:

               


              ALPHAMETRIX
      MANAGED FUTURES LLC (ASPECT SERIES)

              c/o
      AlphaMetrix, LLC

              181
      West Madison

              Suite
      3825

              Chicago,
      Illinois  60602

              Attn:  Legal
      Department

              Facsimile:  312.267.8484

              Email:
      ltamburini@alphametrix.com

            	
              If
      to the Aspect CS Series:

              
ALPHAMETRIX
      MANAGED FUTURES II LLC (ASPECT CS SERIES)

              c/o
      AlphaMetrix, LLC

              181
      West Madison

              Suite
      3825

              Chicago,
      Illinois  60602

              Attn:  Legal
      Department

              Facsimile:  312.267.8484

              Email:
      ltamburini @alphametrix.com


            


    

     

     

     

     

    
      
        
        

      

      
        -17-

        
          

        

      

      
        
        

      

    

    
 

    
      	
              If
      to the Trading Advisor:

              
ASPECT
      CAPITAL LIMITED

              Nations
      House

              103
      Wigmore Street

              London,
      W1U 1QS

              England

              Attn:  Legal
      Department

              Facsimile:  +44
      (20) 7170-9680

              Email:
      legal@aspectcapital.com

            	 
      


    

    


    21.   Governing
Law.

     

    Each
party agrees that this Agreement shall be governed by and construed in
accordance with the laws of the State of New York without regard to
conflict of laws principles, and all parties consent to the exclusive
jurisdiction of the federal or state courts located in Chicago, Illinois,
U.S.A.

     

    22.   Survival.

     

    All
representations, warranties and covenants in this Agreement, or contained in
certificates required to be delivered hereunder shall survive the termination of
this Agreement, with respect to any matter arising while this Agreement was in
effect.  Furthermore, all representations, warranties and covenants
hereunder shall inure to the benefit of each of the parties to this Agreement
and their respective successors and permitted assigns.

     

    23.   Disclosure Document
Modifications.

     

    The
Trading Advisor shall promptly furnish the Sponsor with a copy of all
modifications to the Disclosure Document when available for
distribution.  Upon receipt of any modified Disclosure Document by the
Sponsor, the Sponsor will provide the Trading Advisor with an acknowledgement of
receipt thereof.

     

    24.   Promotional
Literature.

     

    (a)   Each
party agrees that prior to using any promotional literature (including but not
limited to pitchbooks, summary sheets or databases) in which reference to the
other parties hereto is made, they shall: (i) furnish a copy of such information
to each of the other parties for their consideration and approval prior to the
use of such information; (ii) provide such other parties with a reasonable
period within which to review and approve such promotional literature, such
approval not to be unreasonably withheld or delayed; and (iii) will not make use
of any promotional literature containing references to such other parties to
which such other parties object, except as otherwise required by law or
regulation.

     

    (b)           The
parties hereby agree that the Trading Advisor shall not be responsible for
compliance with applicable law for marketing pages relating to the Aspect
Series, the Aspect CS Series or the Platforms; provided however that the Trading
Advisor shall be responsible for compliance with applicable law with respect to
the accuracy of performance and other information with respect to the Trading
Advisor and its trading strategy provided to the Sponsor by the Trading Advisor
in writing for inclusion in such marketing pages.

     

     

     

    
      
        
        

      

      
        -18-

        
          

        

      

      
        
        

      

    

     

     

    25.   No
Waiver.

     

    No
failure or delay on the part of any party hereto in exercising any right, power
or remedy hereunder shall operate as a waiver thereof, nor shall any single or
partial exercise of any such right, power or remedy preclude any other or
further exercise thereof or the exercise of any other right, power or
remedy.  Any waiver granted hereunder must be in writing and shall be
valid only in the specific instance in which given.

     

    26.   No Liability of
Members.

     

    This
Agreement has been made and executed by and on behalf of the Trading Fund, the
Aspect Series and the Aspect CS Series and the obligations of the Trading Fund,
the Aspect Series, the Aspect CS Series and/or the Sponsor set forth herein are
not binding upon any of the Members individually, but rather, are binding only
upon the assets and property of the Trading Fund, the Aspect Series, the Aspect
CS Series and, to the extent provided herein, upon the assets and property of
the Sponsor.

     

    27.   Third-Party
Beneficiaries.

     

    The
Trading Advisor Parties and the Sponsor Parties shall be third-party
beneficiaries of the applicable provisions of this Agreement.

     

    28.   Headings.

     

    Headings
to Sections herein are for the convenience of the parties only, and are not
intended to be or to affect the meaning or interpretation of this
Agreement.

     

    29.   Complete
Agreement.

     

    This
Agreement and the representation letter dated as of November 1, 2008 together
constitute the entire agreement between the parties with respect to the matters
referred to herein, and no other agreement, verbal or otherwise, shall be
binding upon the parties hereto.

     

    30.   Counterparts.

     

    This
Agreement may be executed in one or more counterparts, each of which shall be
deemed an original but all of which together shall constitute one and the same
instrument.  Signatures on this Agreement may be communicated by
facsimile or electronic mail transmission and shall be binding upon the parties
so transmitting their signatures.  Counterparts with original
signatures shall be provided to the other parties following the applicable
facsimile or electronic mail transmission; provided that, the failure to provide
the original counterpart shall have no effect on the validity or the binding
nature of this Agreement.

     

    31.   Miscellaneous.

     

    (a)   The
Trading Advisor is authorized and regulated by the FSA.

     

    (b)   The
Sponsor and the Trading Fund each acknowledge and agree that:

     

    (1)   no
assurance, representation, warranty or guarantee has been given to the Sponsor
or the Trading Fund by the Trading Advisor or any other person that the
provision of 

     

     

     

    
      
        
        

      

      
        -19-

        
          

        

      

      
        
        

      

    

     

     
services by the Trading Advisor hereunder or the Program will generate profits
(or not generate losses) or that past results are indicative of future
performance; and

     

    (2)   the
Trading Advisor has classified the Trading Fund as an “Intermediate Customer” as
that term is defined in the FSA Rules.

     

    (c)   If any
provision hereof is, or at any time becomes, illegal, invalid or unenforceable
in any respect under any applicable law, such provision shall be deemed
rescinded or modified to conform with such applicable law and neither the
legality, validity or enforceability of the remaining provisions hereof nor the
legality, validity or enforceability of such provision be affected or impaired
thereby.

     

    (d)   Neither
the Trading Fund nor the Sponsor will be an eligible claimant under the
Financial Services Compensation Scheme (as defined in the FSA Rules) in the
event of default by the Trading Advisor.

     

    (e)   Termination
of this Agreement shall be without prejudice to the completion of transactions
already initiated and shall not affect the rights and obligations of the parties
hereto which came into existence prior to the termination.  Such
transactions shall be completed by the Trading Advisor as soon as
practicable.

     

    (f)   Save as
contemplated in this Agreement, unless otherwise agreed by the parties, the
Trading Advisor will not borrow on behalf of the Trading Fund or bring about
transactions for the Trading Fund, such that the Trading Fund (or the Sponsor)
incurs obligations as an underwriter or sub-underwriter.

     

    (g)   The
Trading Advisor shall not enter into soft commission agreements.

     

    (h)   The
Trading Advisor shall endeavor to enter into transactions on behalf of the
Trading Fund at a price and in circumstances that it considers to be the best it
can reasonably obtain in the circumstances.  However, the Trading
Advisor shall not owe the Trading Fund a duty of best execution under the FSA
Rules.

     

    (i)   Regulation
4.7(c) Legend.

     

    PURSUANT
TO AN EXEMPTION FROM THE U.S. COMMODITY FUTURES TRADING COMMISSION IN CONNECTION
WITH ACCOUNTS OF QUALIFIED ELIGIBLE PERSONS, THIS BROCHURE OR ACCOUNT DOCUMENT
IS NOT REQUIRED TO BE, AND HAS NOT BEEN, FILED WITH THE
COMMISSION.  THE COMMODITY FUTURES TRADING COMMISSION DOES NOT PASS
UPON THE MERITS OF PARTICIPATING IN A TRADING PROGRAM OR UPON THE ADEQUACY OR
ACCURACY OF COMMODITY TRADING ADVISOR DISCLOSURE.  CONSEQUENTLY, THE
COMMODITY FUTURES TRADING COMMISSION HAS NOT REVIEWED OR APPROVED THIS TRADING
PROGRAM OR THIS BROCHURE OR ACCOUNT DOCUMENT.

    


     

    [Remainder
of page intentionally left blank]

    


     


    
      
         


      

      
        -20- 


        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, this Agreement has been executed for and on behalf of the
undersigned as of the day and year first above written.

     

    
      	
              ALPHAMETRIX
      ASPECT FUND – MT0001

               

              By:           ALPHAMETRIX,
      LLC

              Its:           Sponsor

               

               

              By:          ___________________

              Name:

              Title:

              Date:
      October __, 2009

               

            	
              ALPHAMETRIX
      MANAGED FUTURES LLC (ASPECT SERIES)

              A
      series of ALPHAMETRIX MANAGED FUTURES LLC

               

                   By:           ALPHAMETRIX,
      LLC

              Its:    Sponsor

               

               

              By:   ___________________

                      
      Name:

                      
      Title:

              Date:
      October __, 2009


            
	
              ALPHAMETRIX
      MANAGED FUTURES II LLC (ASPECT CS SERIES), a series of ALPHAMETRIX MANAGED
      FUTURES II LLC

               

                   By:           ALPHAMETRIX,
      LLC

              Its:           
      Sponsor

               

               

              By:           ___________________

                      
      Name:

                      
      Title:

              Date:
      October __, 2009


            	
              ALPHAMETRIX,
      LLC



              By:           ___________________

              Name:

              Title:

              Date:
      October __, 2009

               

            
	
              ASPECT
      CAPITAL LIMITED

               

               

              By:           ___________________

              Name:

              Title:

              Date:
      October __, 2009


            	 
      


    

    


     

    


     

     

    
      
         


      

      
        -21- 


        
          

        

      

      
         


      

    


    APPENDIX
A

     

    FEE
SCHEDULE

     

    This Appendix A shall be effective for
each Series that invests in the Trading Fund.  The parties shall agree
on Management and Performance Fees, and appropriate revisions to this Appendix
A, in the event of investments in the Trading Fund by the AlphaMosaic Platform
(directly or indirectly) or such other entities as may invest in accordance with
Section 16(k) of the Agreement.  All capitalized terms not otherwise
defined herein shall have the meanings given them in the Memorandum as of the
date hereof.

    


    (a)           The
Trading Fund shall pay brokerage commissions and related expenses at the rates
described in the Memorandum as of the date hereof, to which the Trading Advisor
consents.

     

    (b)           (1)           The
Trading Fund shall pay to the Trading Advisor a monthly Management Fee equal to
the aggregate of 1/12th of 2% percent of the Net Asset Value (as hereinafter
defined) of each Series that invests in the Trading Fund (approximately 2%
annually), as accrued and calculated separately for each Series.  Each
Series shall be jointly and severally liable together with the Trading Fund with
respect to that portion of the Trading Fund’s assets attributable to such Series
for such Series’ pro rata
portion of the Management Fee, but no Series shall be liable for the
Management Fee of any other Series.  For purposes of calculating the
Management Fee payable to the Trading Advisor, the Net Asset Value (as
hereinafter defined) of each Series shall be determined before reduction for any
Management Fees, Performance Fees, Sponsor’s Fees, ongoing Sales Commissions or
extraordinary fees accrued by such Series as of such month-end and before giving
effect to any capital contributions made as of the beginning of the month
immediately following such month-end and before any distributions or redemptions
accrued during or as of such month-end, but after all other expenses as of such
month-end.  In the event that a Member redeems some or all of its
Equity Interests or exchanges some or all of its Equity Interests for Equity
Interests in another Series, the Trading Fund is dissolved or terminated or this
Agreement is terminated as of any date other than the last day of a calendar
month, the Management Fee for such month shall be paid on a pro-rated basis
based on the ratio that the number of days in the calendar month through the
date of such event bears to the total number of days in the calendar
month.

     

    (2)           “Net Asset Value” of the
Trading Fund and each Series shall mean its net asset value calculated pursuant
to the method outlined in Appendix D, attached hereto.

     

    (c)           (1)           The
Trading Fund shall pay to the Trading Advisor a Performance Fee, which shall be
accrued and calculated separately for each Series, of 20% of the aggregate “New
Net Trading Profits” (as hereinafter defined) for each Series generated by the
Trading Advisor, as including realized and unrealized gains and losses thereon,
as of the close of business on the last day of each calendar quarter, which for
the avoidance of doubt shall be each of March 31, June 30, September 30 and
December 31 in every calendar year (the “Performance Fee Measurement
Date”).  Each Series shall be jointly and severally liable
together with the Trading Fund with respect to that portion of the Trading
Fund’s assets attributable to such Series for such Series’ pro rata portion of the
Performance Fee, but no Series shall be liable for the Performance Fee of any
other Series.

     

    (2)           “New Net Trading Profits” for a
Series during each quarter shall mean the excess, if any, of the cumulative
level of Net Trading Profits (as hereinafter defined) attributable to such
Series as of the Performance Fee Measurement Date over the highest level of such
Series’ cumulative Net Trading Profit as of the end of any preceding Performance
Fee Measurement Date, subject to (c)(4) below, or $0, in the case of the first
Performance Fee Measurement Date resulting in a positive New Net 

     

     

     

    
      
        
        

      

      
        A-1

        
          

        

      

      
        
        

      

    

     

    Trading
Profits (for each Series, the “High Water Mark”), provided
that for purposes of this Appendix A, the first Performance Fee Measurement Date
resulting in a positive New Net Trading Profits shall be determined from the
date the Trading Advisor began trading for the Series, i.e., the High-Water Mark
shall not be reset in connection with the execution of the Agreement of which
this Appendix A forms a part.

     

    (3)           (a)           “Net Trading Profits” shall be
computed as of each Performance Fee Measurement Date and shall include such
profits attributable to each Series (as outlined below) since the Trading
Advisor began trading for such Series (the “Performance Fee Measurement
Period”).  Net Trading Profits for any Performance Fee
Measurement Period shall be the net profits attributable to each Series, if any,
from the Trading Advisor’s trading (including (i) cumulative gross realized
trading profit (or loss) plus or minus (ii) the change in unrealized trading
profit (or loss) on open positions, minus such Series’ pro rata portion of (iii)
transaction-related fees and expenses including brokerage commission, exchange
fees, NFA fees and give-up fees, minus (iv) such Series’ share of the Management
Fee.  Performance Fees do not reduce cumulative Net Trading
Profits.  In addition, with respect to the Aspect CS Series,
organizational and initial offering costs, Placement Fees, ongoing Sales
Commissions, Service Provider Fees , operating expenses of the Aspect CS Series
not covered by the Service Provider Fees and Sponsor’s Fees do not reduce
cumulative Net Trading Profits.  With respect to the Aspect Series,
organizational and initial offering costs, Placement Fees, Administration Fees,
ongoing Sales Commissions and operating expenses of the Aspect Series do not
reduce cumulative Net Trading Profits.  Interest income or expense is
not taken into account in calculating Net Trading Profits for the Aspect
Series.

     

    (b)           For
the avoidance of doubt, Net Trading Profits shall exclude capital contributions
to the Series, distributions or redemptions.

     

    (4)           The
High Water Mark for each Series shall be proportionately reduced to reflect
redemptions from such Series by being multiplied by the fraction, the numerator
of which is such Series’ assets immediately after such reduction and the
denominator of which is such Series’ assets immediately prior to such
reduction.

     

    (5)           If
a withdrawal or distribution occurs at any date that is not a Performance Fee
Measurement Date, the date of the withdrawal or distribution shall be treated as
if it were a Performance Fee Measurement Date for purposes of calculating the
Performance Fee, if any, due with respect to the withdrawal or
distribution.  The High Water Mark shall be reduced as provided in
(4), but no new High Water Mark shall be set except as of a Performance Fee
Measurement Date.  The amount of the Performance Fee due shall be
equal to the Performance Fee that would have been due had the date of the
withdrawal or distribution been a Performance Fee Measurement Date multiplied by
the fraction the numerator of which is the amount withdrawn or distributed, and
the denominator of which is the Net Asset Value of such Series immediately
before such withdrawal or distribution (in each case prior to reduction of the
accrued Performance Fee).  The amount of the Performance Fee shall be
added to the amount of the withdrawal or distribution (and included as part
thereof) for purposes of the foregoing calculations, and the fraction calculated
prior to reduction for any accrued Performance Fee.

     

    (6)           For
the avoidance of doubt, if the Sponsor determines to waive or reduce the
Management Fee or Performance Fee with respect to any investor in a Series or
the AlphaMosaic Platform, then the Trading Advisor shall still be paid the full
amounts described herein and the Sponsor shall reimburse the Trading Fund for
any such waivers or reductions.

     

    


     


    
      
        
           

        

         


      

      
         
A-2

        
          

        

      

      
         


      

    


    APPENDIX
B

     

    TRADING
POLICIES

     

    (a)   The
Trading Advisor shall provide the Sponsor as of the date of this Agreement with
a list set forth under “Appendix C — List of Futures Interests,” as may be
changed or updated from time to time by agreement of the Sponsor and the Trading
Advisor (the “List”) of
all types of Futures Interests traded by the Trading Advisor on behalf of the
Trading Fund (“Products”) and the exchanges
on which such Futures Interests are traded (“Exchanges”).  The
Trading Advisor shall provide the Sponsor with prior written notice of any
Product or Exchange to be included on the List and following such notification
and the Sponsor’s approval (which shall not be unreasonably withheld), such
Product or Exchange shall be added to the List.

     

    (b)   If as of
any month-end while this Agreement is in effect, the Trading Fund has
experienced a peak-to-valley drawdown of 35% of the Net Asset Value of the
Trading Fund as of a prior month-end, the Trading Advisor shall give written
notice to the Sponsor within two Business Days after such peak-to-valley
drawdown.

     

    (c) If at any
time while this Agreement is in effect, the percentage of the Trading Fund’s
capital committed as margin (the “Margin Percentage”) is equal
to or greater than 25%, the Sponsor shall give written notice to the Trading
Advisor within two Business Days after the Margin Percentage reaches 25% and,
where appropriate, shall have the right to instruct the Trading Advisor, within
a reasonable amount of time, to decrease the Margin Percentage to such Margin
Percentage as deemed appropriate by the Sponsor in its sole
discretion.  The Trading Advisor shall comply with such instruction,
and notify the Sponsor of the Trading Advisor’s compliance, within five Business
Days of receiving the instruction, or such other longer period as may be
necessary under the prevailing circumstances.

     


    
      
        
           

        

         


      

      
        B-1 


        
          

        

      

      
         


      

    


    APPENDIX
C

     

    LIST
OF FUTURES INTERESTS

     

    Regardless
of the information below, the Trading Advisor shall not trade any non-CFTC
approved Futures Interests.

     

    
      	
              Agriculturals

            
	
              Canola
      (ICE Canada)

            
	
              Cattle
      Feeder (CME)

            
	
              Cocoa
      (ICE)

            
	
              Coffee
      'C' (ICE)

            
	
              Corn
      (CBT)

            
	
              Cotton
      No. 2 (ICE)

            
	
              Frozen
      Orange Juice (FCOJ-A) (ICE)

            
	
              Lean
      Hogs (CME)

            
	
              Live
      Cattle (CME)

            
	
              No.
      7 Cocoa (LIFFE)

            
	
              Oats
      (CBT)

            
	
              Robusta
      Coffee (LIFFE)

            
	
              Soy
      Bean Oil (CBT)

            
	
              Soya
      Beans (CBT)

            
	
              Soybean
      Meal (CBT)

            
	
              Sugar
      (ICE)

            
	
              Wheat
      (CBT)

            
	
              White
      Sugar (LIFFE)

            
	
              Crude
      Palm Oil (BUMA)

            
	
              Kansas
      City Wheat (KCBT)

            
	
              Lumber
      (CME)

            
	
              Milk
      (CME)

            
	
              Milling
      Wheat No. 2 (ENEXTP)

            
	
              Minneapolis
      Wheat (MGE)

            
	
              Rough
      Rice (CBOT)

            
	
              Rubber
      (TOCOM)

            
	 
      
	
              Bonds

            
	
              Australian
      10 Year Government Bond (SFE)

            
	
              Australian
      3 Year Government Bond (SFE)

            
	
              British
      Long Gilt (LIFFE)

            
	
              Canadian
      10 Year Government Bond (Montreal Exchange)

            
	
              Euro
      Bobl (EUREX)

            
	
              Euro
      Bund (EUREX)

            
	
              Euro
      Schatz (EUREX)

            
	
              Japanese
      10 Year Government Bond (TSE)

            
	
              Japanese
      10 Year Government Bond Mini (Singapore
  Exchange)

            


       

       

       

      
        
          
          

        

        
          C-1

          
            

          

        

        
          
          

        

      

       

       

      	
              US
      10 Year Treasury Note (CBT)

            
	
              US
      2 Year Treasury Note (CBT)

            
	
              US
      30 Year Treasury Bond (CBT)

            
	
              US
      5 Year Treasury Note (CBT)

            
	
              Euro
      2 Year Swapnote (LIFFE)

            
	
              Euro
      Buxl (EUREX)

            
	
              Swiss
      Confederation Bond (EUREX)

            
	
              US
      10 Year Interest Swapnote (CBOT)

            
	
              US
      5 Year Interest Swapnote (CBOT)

            
	 
      
	
              Currencies

            
	
              Australian
      Dollar

            
	
              British
      Sterling

            
	
              Canadian
      Dollar

            
	
              Czech
      Koruna

            
	
              Euro

            
	
              Hungarian
      Forint

            
	
              Japanese
      Yen

            
	
              Mexican
      Peso

            
	
              New
      Zealand Dollar

            
	
              Norwegian
      Krone

            
	
              Polish
      Zloty

            
	
              Singapore
      Dollar

            
	
              South
      African Rand

            
	
              Swedish
      Krona

            
	
              Swiss
      Franc

            
	
              US
      Dollar

            
	
              Australian
      Dollar Currency Future (CME)

            
	
              Canadian
      Dollar Currency Future (CME)

            
	
              Swiss
      Franc Currency Future (CME)

            
	
              Euro
      Currency Future (CME)

            
	
              British
      Pound Currency Future (CME)

            
	
              Japanese
      Yen Currency Future (CME)

            
	
              Mexican
      Peso Currency Future (CME)

            
	 
      
	
              Energies

            
	
              Brent
      Crude Oil (ICE London)

            
	
              Crude
      Oil (NYMEX)

            
	
              Gas
      Oil (ICE London)

            
	
              Heating
      Oil (NYMEX)

            
	
              Natural
      Gas (NYMEX)

            
	
              Reformulated
      Gasoline Blendstock for Oxygen Blending (RBOB) (NYMEX)

            
	
              Goldman
      Sachs Commodity Index (CME)

            
	 
      
	
              Interest
      Rates

            
	
              90
      Day Sterling Libor (LIFFE)

            
	
              Australian
      90 Day Bank Bills (SFE)

            
	
              Canadian
      Bankers Acceptance (Montreal Exchange)

            


       

       

       

      
        
          
          

        

        
          C-2

          
            

          

        

        
          
          

        

      

       

       

      	
              Euribor
      (LIFFE)

            
	
              Eurodollar
      (CME)

            
	
              Euroswiss
      (LIFFE)

            
	
              Euroyen
      (3 Month) (Tokyo Financial Exchange)

            
	
              1
      Month LIBOR (CME)

            
	
              30
      Day Fed Funds (CBOT)

            
	
              New
      Zealand 90 Day Bank Bills (SFE)

            
	 
      
	
              Metals

            
	
              Aluminium
      (High Grade) (LME)

            
	
              Copper
      (LME)

            
	
              Copper
      (High Grade) (COMEX)

            
	
              Gold
      (100 Oz) (COMEX)

            
	
              Lead
      (High Grade) (LME)

            
	
              Nickel
      (High Grade) (LME)

            
	
              Platinum
      (NYMEX)

            
	
              Silver
      (COMEX)

            
	
              Zinc
      (High Grade) (LME)

            
	
              Palladium
      (NYMEX)

            
	
              Palladium
      (TOCOM)

            
	
              Platinum
      (TOCOM)

            
	
              Tin
      (LME)

            
	 
      
	
              Stock
      Indices

            
	
              Australian
      SPI-200 Index (SFE)

            
	
              Canadian
      S&P/TSE 60 Index (Montreal Exchange)

            
	
              DJ
      Euro Stoxx 50 (EUREX)

            
	
              Dow
      Jones Industrial Average E-Mini (CBT)

            
	
              French
      CAC 40 Index (EURONEXT Paris)

            
	
              FTSE
      100 Index (LIFFE)

            
	
              German
      DAX Index (EUREX)

            
	
              Hong
      Kong Hang Seng Index (HKFE)

            
	
              Italian
      MIB/S&P 40 Index (Borsa Italiana IDEM)

            
	
              Japanese
      NIKKEI Index (Singapore Exchange)

            
	
              Japanese
      TOPIX Index (TSE)

            
	
              NASDAQ
      100 E-Mini (CME)

            
	
              S&P
      500 E-Mini (CME)

            
	
              Spanish
      IBEX 35 Index (MEFF)

            
	
              Swedish
      OMX Index (Stockholm Exchange)

            
	
              Taiwanese
      MSCI Index (Singapore Exchange)

            
	
              Dutch
      AEX Index (ENEXTA)

            
	
              German
      DAX Midcap Index (EUREX)

            
	
              Russell
      2000 E-Mini (CME)

            
	
              S&P
      400 Midcap E-Mini (CME)

            
	
              South
      African FTSE/JSE Top 40 Index (SAFEX)

            
	
              Chinese
      H-Shares Index (HKEX)

            
	
              MSCI
      Pan-Euro Index (LIFFE)

            
	
              MSCI
      Singapore Index (SGX)

            


       

       

       

      
        
          
          

        

        
          C-3

          
            

          

        

        
          
          

        

      

       

       

      	
              Japanese
      Nikkei 225 Index (CME)

            
	
              S&P
      500 Volatility Index (CBOE)

            
	
              Indian
      S&P CNX Nifty Index (SGX)

            
	
              German
      TECDAX Index (EUREX)

            
	
              Korean
      Kospi 200 Index (CME)

            


    

    


     


    
      
        
           

        

         


      

      
        C-4 


        
          

        

      

      
         


      

    


    APPENDIX
D

    


    Determination
of Net Asset Value.

     

    (1)   The
Sponsor, or such party as may be duly appointed by the Sponsor, shall determine
the net asset value using the following principles as communicated to the
Trading Advisor.

     

    (2)   For each
Series, the net asset value of such Series will equal the value of such Series’
pro rata portion of the
Trading Fund’s assets under the management of the Trading Advisor, including
open positions, plus any other assets held by the Series and such Series’ pro rata portion of any other
assets held by the Trading Fund, minus accrued brokerage commissions and
fees.

     

    (3)   The
liquidating value of a commodity futures contract or option traded on a U.S.
commodity exchange shall be based upon the settlement price on the commodity
exchange on which the particular commodity futures contract or option is traded;
provided that, if a contract or option cannot be liquidated on the day with
respect to which net asset value is being determined, the basis for determining
the liquidating value of such contract or option shall be such value as the
Sponsor or its appointee may deem fair and reasonable.

     

        (i)    The
liquidating value of a futures, forward or options contract not traded on a U.S.
exchange shall be its liquidating value, determined based upon policies
established by the Sponsor or its appointee, on a basis consistently applied for
each different variety of contract.  The net asset value of the Series
is determined in U.S. dollars, and any positions denominated in other currencies
are translated at prevailing exchange rates as determined by the
Sponsor.

     

     (ii)    No value
shall be ascribed to goodwill or any other intangible asset.

     

    (4)   Any other
assets are valued in such manner as the Sponsor may determine to reflect fair
market value and the accrual of interest.

     

    (5)   Solely
for purposes of calculating the Management Fee payable to the Trading Advisor,
the Net Asset Value of each Series shall be determined before reduction for any
Management Fees, Performance Fees, Sponsor’s Fees, ongoing Sales Commissions or
extraordinary fees accrued by such Series as of such month-end and before giving
effect to any capital contributions made as of the beginning of the month
immediately following such month-end and before any distributions or redemptions
accrued during or as of such month-end, but after all other expenses as of such
month-end.

     

     

     

    D-1