efc9-0945_emailedex102.htm


    Exhibit
10.2


    ASSIGNMENT
OF

    THE
ADVISORY AGREEMENT

    


    THIS ASSIGNMENT OF THE TRADING
AGREEMENT (this “Assignment”), is made as of this __ day of December,
2008, with an effective date of January __, 2008 (“Effective
Date”),  by and among AM TRADING SPC, a segregated
portfolio company formed under the laws of the Cayman Islands acting for and on
behalf of the segregated portfolio named AM TRADING SPC- MSP 41 Segregated Portfolio (the
“Assignor”) and ALPHAMETRIX WC
DIVERSIFIED FUND – MT0041, an exempted company incorporated under the
laws of the Cayman Islands with limited liability (the
“Assignee”).  All capitalised terms not defined herein shall have the
same meaning as used in the Advisory Agreement entered into by the Assignor and
the Trading Manager dated 25th day
of May 2007 (“Advisory Agreement”).

    


    RECITALS:

    


    WHEREAS, Assignor is the
master trading vehicle and segregated portfolio designated for the trading
manager Winton Capital
Management Ltd., organized under the laws of England and Wales (the
“Trading Manager”);

    


    WHEREAS, the Assignor and the
Trading Manager entered into the Advisory Agreement.

    


    WHEREAS, the Assignee has been
established as a stand-alone master trading vehicle for the Trading Manager and
desires to take over the Assignor’s obligations under the Advisory
Agreement;

    


    WHEREAS, the Assignor desires
to assign to Assignee all of the Assignor’s obligations under the Advisory
Agreement as of the Transfer Date.

    


    WHEREAS, the parties desire to
affect the transfer on a date that shall be mutually agreed upon between
Assignor and Assignee (the “Transfer Date”);

    


    WHEREAS, on the Transfer Date
all Financial Interests of the Assignor will be transferred to a new account
number in the name of Assignee.

    


    NOW, THEREFORE, in
consideration of the covenants, agreements and conditions set forth herein, the
parties agree as follows:

    


    1.          Assignment

    


    1.1           Assignment.   Assignor
hereby assigns and delegates all of the Assignor’s rights, titles and
obligations under the Advisory Agreement to the Assignee as of the Transfer
Date.

    


    1.2           Acceptance of
Assignment.     The Assignee hereby accepts the
Assignment as of the Transfer Date.

     

     

     

     

    
      
         

      

      
        1

        
          

        

      

      
         

      

    

    
Exhibit
10.2

     

     

    1.3           Effect of
Assignment.    As of the Transfer Date, the Assignee
shall assume all of the obligations of the Assignor under the Advisory
Agreement.

    


    1.4           Notification.   Assignor
and Assignee agree to notify Trading Manager of the Transfer Date and new
account number within a reasonable time prior to the Transfer
Date.  On and after the Transfer Date the Trading Manager will use the
new account number, provided all relevant give up agreements have been put in
place.

    


    2.           Continuing Obligations of
Assignor.   Notwithstanding this Assignment, the
Assignor’s obligations pursuant to Clause 7 (Standard of Liability and
Indemnities) and Clause 9 (Property Rights of the Advisor) of the Advisory
Agreement shall continue in force in respect of the acts and omissions of the
Assignor.  The Trading Manager does not release the Assignor from any
claims or remedies it may have against Assignor under the Advisory
Agreement.

    


    3.           Complete
Agreement.  This Assignment constitutes the entire agreement
between the parties with respect to the matters contemplated herein and
supersedes all negotiations, representations, warranties, and agreements entered
into prior to the date hereof with respect to the subject matter
hereof.

    


    4.           Counterparts.  This
Assignment may be executed in counterparts, each of which shall be deemed an
original but all of which together shall constitute one and the same
instrument.

    


    5.           Headings.  Headings
to sections and subsections in this Assignment are for the convenience of the
parties only and are not intended to affect the meaning or interpretation
hereof.

    


    6.           Severability.   The
parties to this Assignment agree that each provision of this Assignment is
considered severable from every other provision.   In the event
any provision is held invalid, void and unenforceable by a court of competent
jurisdiction, such provision will automatically be replaced by provisions which
are valid and enforceable.   All remaining provision shall remain
enforceable to the fullest extent permitted by law.  It is the intent
of the parties to this Assignment that the rendering invalid of any provisions
shall not affect the rights and obligations of each party under the remaining
provisions or interfere with the consummation of the transaction contemplated by
this Assignment.

    


    7.           Successor and
Assigns.  This Assignment may not be assigned by any party
without the written consent of the other party.  This Assignment shall
be binding upon and inure to the benefit of the parties hereto, their successors
and permitted assigns.

    


    8.           Other
Terms.    All other terms and conditions of the
Trading Agreement remain in effect and are continuing as of the date
hereof.

     

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

    
Exhibit
10.2

    


    


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

     

    
 

    AM TRADING SPC, a segregated
portfolio 

    company
formed under the laws of the Cayman 

    Islands
on behalf of itself and AM
Trading SPC-

    MSP 41 Segregated
Portfolio

    


    By:  ALPHAMETRIX,
LLC, as Sponsor

    


    By:  __________________________________

    Name:

    Title:

    


    ALPHAMETRIX
WC DIVERSIFIED FUND – 

    MT0041

    


    By:  ALPHAMETRIX,
LLC, as Sponsor

    


    By:

    


    By:
__________________________________

    Name:

    Title:

    


    


    


    AGREED
AND ACCEPTED AS OF THE DATE FIRST SET FORTH ABOVE.

    


    WINTON CAPITAL MANAGEMENT LTD.,
as Trading Manager

    


    By:
__________________________________

    Name:

    Title:

    


    3