efc8-1442_emailedex1014.htm


    Exhibit
10.14

     

     

     

    ASSIGNMENT
AND TRANSFER AGREEMENT

     

    This
ASSIGNMENT AND TRANSFER
AGREEMENT (this “Agreement”) is made
and entered into as of November 2, 2008 (the “Effective Date”), by
and between UBS Managed Fund Services Inc., a Delaware corporation (“Assignor”), and
AlphaMetrix, LLC, a Delaware limited liability company (“Assignee”) and is
acknowledged and consented to by DPM Mellon, LLC (the “Administrator”).

     

    RECITALS:

     

    WHEREAS, Assignor, the
Administrator and such other parties listed therein are each parties to an
Administration Agreement (the “Administration
Agreement”), dated October 30, 2006; and

     

    WHEREAS, Assignor desires to
assign, transfer and convey to Assignee, and Assignee desires to accept and
assume from Assignor, Assignor’s interests under the Administration Agreement,
with the effect that Assignee shall succeed to all rights, obligations, duties
and liabilities of Assignor under the Administration Agreement.  Any
capitalized terms not defined herein shall have the meaning given them in the
Administration Agreement.

     

    NOW THEREFORE, in
consideration of the agreements set forth herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
Assignor and Assignee hereby agree as follows:

     

    1. Acknowledgment; Assignment
and Transfer.

     

    
      	
              (a)  

            	
              Acknowledgment.  The
      parties hereto acknowledge and agree that this Agreement satisfies the
      consent requirements under Section 24 of the Administration Agreement, and
      the Administrator, by signing below expressly consents to the assignment
      of the Administration Agreement described herein.  The parties
      hereto further acknowledge that the Administrator has given notice of
      termination of the Administration Agreement, effective December 31, 2008
      and that the Administrator shall cease acting as the administrator of the
      fund on that date, but will work as necessary to issue the monthly close
      reports for the period ending on December 31, 2008, and nothing in this
      Agreement shall be deemed to extend or repeal such notice of
      termination

            


    

     

    
      	
              (b)  

            	
              Transfer and
      Assumption.  Effective on and as of the Effective Date,
      Assignor hereby irrevocably assigns, transfers and conveys to Assignee,
      and Assignee hereby accepts and assumes from Assignor, (i) all of
      Assignor’s rights and interest in, under and to the Administration
      Agreement and (ii) all of Assignor’s duties, obligations and
      liabilities associated with the Administration
  Agreement.

            


    

     

    2. Notice.  The portion of
Section 16 of the Administration Agreement listing the contact information for
the Funds is hereby deleted in its entirety and replaced with the
following:

     

    If
to the Funds:

     

    c/o
AlphaMetrix, LLC

    181 W.
Madison

    Suite
3825

    Chicago,
Illinois  60602

    Attention:
Legal Department

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

     

    Telephone:
(312) 267-8400

    Email:
hrauh@alphametrix.com

     

    3. Governing
Law.  This Agreement
and performance hereunder and all suits and special proceedings hereunder shall
be construed in accordance with the laws of the State of New
Jersey.

     

    4. Counterparts.  This Agreement
may be executed in multiple counterparts, all of which shall be considered one
and the same agreement, and shall become effective when one or more counterparts
have been signed by each of the parties hereto and delivered to the
other.

     

    5. Successors
and Assigns.  This Agreement shall be binding upon the
successors and assigns of Assignor and shall inure to the benefit of the
successors and assigns of Assignee.  Nothing expressed or implied in
this Agreement is intended or shall be construed to confer upon or give any
person other than Assignor and Assignee and each of their respective successors
and permitted assigns any rights or remedies under or by reason of this
Agreement or any transaction contemplated hereby.

     

    6. Entire
Agreement and Amendment.  This Agreement
contains the entire understanding of the parties with regard to the subject
matter contained herein, and supersedes all prior agreements, understandings or
letters of intent between the parties.  This Agreement shall not be
amended, modified or supplemented except by a written instrument signed by an
authorized representative of each of the parties.

     

    


     

    [Signature page
follows.]

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

     

    IN WITNESS WHEREOF, the
parties hereto have caused this Assignment and Transfer Agreement to be executed
and delivered by their respective officers as of the Effective Date indicated
above.

     

    
      
        
          	
                  ASSIGNOR

                   

                  UBS
      Managed Fund Services Inc.

                   

                   

                  By:  /s/ Richard
      Meade

                  Name:  Richard
      Meade

                  Title: P resident and
      CEO

                	
                  ASSIGNEE

                   

                  AlphaMetrix,
      LLC

                   

                  By:   /s/ Aleks Kins

                          
      Name:  Aleks
      Kins

                          
      Title:
      President and CEO

                
	
                   

                  Agreed
      and Acknowledged:

                   

                  ADMINISTRATOR

                   

                  DPM
      Mellon, LLC

                   

                  By:
      /s/ C. E.
      Minnaar

                  Name:  C. E.
      Minnaar

                  Title:  Vice
      President

                	 
      


        

      

    

    


     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
 

     

    
      
        
          	
                  Agreed
      and Acknowledged:

                   

                   

                  AlphaMetrix
      Managed Futures (Aspect), LLC

                   

                  By: AlphaMetrix
      Managed Futures LLC (Aspect Series)

                  Its:
      Sole Member

                   

                  By: AlphaMetrix,
      LLC

                  Its:
      Manager

                  By: /s/ Aleks
      Kins

                  Name:  Aleks
      Kins

                  Title:  President and
      CEO

                	
                  Agreed
      and Acknowledged:

                   

                   

                  AlphaMetrix
      Managed Futures LLC (Aspect Series)

                   

                  By: AlphaMetrix,
      LLC

                  Its:
      Manager

                   

                  By: 
      /s/ Aleks
      Kins

                  Name:  Aleks
      Kins

                  Title:  President and
      CEO

                


        

      

    

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

       

    

     

     

     

    
      APPENDIX NO. 1 TO THE
ADMINISTRATION AGREEMENT

       

      


       

      Dear Sir
or Madam,

       

      Pursuant
to Section 23 of the Administration Agreement initially entered into on October
30, 2006 (the “Administration Agreement”) by and among DPM Mellon, LLC, UBS
Managed Futures LLC (Aspect Series), UBS Managed Futures (Aspect) LLC and UBS
Managed Fund Services Inc., as amended, the undersigned Trading Fund agrees to
be bound by the terms and conditions of the Administration Agreement and to be
reflected as being a Trading Fund for purposes of the Administration Agreement,
with effect as of  November 2, 2008.

      


      Each of
the undersigned agrees to be bound by the terms and conditions of the
Administration Agreement, as amended.

      


      IN WITNESS WHEREOF, the
parties have set their hands and seals on the day first written
above.

       

       

      
        
          
            
              
                
                  
                    	Witness: 	 	AlphaMetrix,
    LLC	 
	 	 	 	 	 
	 	 	 	 	 
	
                             

                          	 	By: 	
                            /s/
      Aleks Kins

                          	 
	
                             

                          	 	 	
                             

                          	 
	
                             

                          	 	 	
                            Aleks
      Kins, President and CEO

                          	 


                  

                

              

            

          

        

      

       

       

      
         

        
          
            
              
                
                  
                    
                      
                        	Witness: 	 	AlphaMetrix Aspect Fund -
      MT0001	 
	 	 	By: 	AlphaMetrix,
      LLC	 
	 	 	Its: 	Sponsor	 
	 	 	 	 	 
	
                                 

                              	 	By: 	
                                /s/
      Aleks Kins

                              	 
	
                                 

                              	 	 	
                                 

                              	 
	
                                 

                              	 	 	
                                Aleks
      Kins, President and CEO

                              	 


                      

                    

                  

                

              

            

          

        

         

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

         

      

      
         

        
          
            
              
                
                  
                    
                      	Witness: 	 	DPM Mellon,
LLC	 
	 	 	 	 	 
	 	 	 	 	 
	
                               

                            	 	By: 	
                              /s/
      C. E. Minnaar

                            	 
	
                               

                            	 	 	
                               

                            	 
	
                               

                            	 	 	
                              C.E.
      Minnaar, Vice President