ASSIGNMENT AND TRANSFER AGREEMENT
Exhibit
10.14
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.
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(a)
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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
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(b)
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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.
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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
000 X.
Xxxxxxx
Xxxxx
0000
Xxxxxxx,
Xxxxxxxx 00000
Attention:
Legal Department
Telephone:
(000) 000-0000
Email:
xxxxx@xxxxxxxxxxx.xxx
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.
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ASSIGNOR
UBS
Managed Fund Services Inc.
By: /s/ Xxxxxxx
Xxxxx
Name: Xxxxxxx
Xxxxx
Title: P resident and
CEO
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ASSIGNEE
AlphaMetrix,
LLC
By: /s/ Xxxxx Xxxx
Name: Xxxxx
Xxxx
Title:
President and CEO
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Agreed
and Acknowledged:
ADMINISTRATOR
DPM
Mellon, LLC
By:
/s/ X. X.
Xxxxxxx
Name: X. X.
Xxxxxxx
Title: Vice
President
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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/ Xxxxx
Xxxx
Name: Xxxxx
Xxxx
Title: President and
CEO
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Agreed
and Acknowledged:
AlphaMetrix
Managed Futures LLC (Aspect Series)
By: AlphaMetrix,
LLC
Its:
Manager
By:
/s/ Xxxxx
Xxxx
Name: Xxxxx
Xxxx
Title: President and
CEO
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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 | |||
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By: |
/s/
Xxxxx Xxxx
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Xxxxx
Xxxx, President and CEO
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| Witness: | AlphaMetrix Aspect Fund - MT0001 | |||
| By: | AlphaMetrix, LLC | |||
| Its: | Sponsor | |||
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By: |
/s/
Xxxxx Xxxx
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Xxxxx
Xxxx, President and CEO
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| Witness: | DPM Mellon, LLC | |||
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By: |
/s/
X. X. Xxxxxxx
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X.X.
Xxxxxxx, Vice President
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