Contract
Exhibit 10.15
November
1, 2008
AlphaMetrix,
LLC
AlphaMetrix
Aspect Fund – MT0001
AlphaMetrix
Managed Futures LLC (Aspect Series),
AlphaMetrix
Managed Futures (Aspect) LLC
c/o
AlphaMetrix, LLC
000 Xxxx
Xxxxxxx
Suite
3825
Chicago,
Illinois 60602
UBS
Financial Services Inc.
Alternative
Investments US
00 Xxxx
00xx
Xxxxxx
New York,
NY 10019
Attn:
Operations – 23rd
Floor
RE: Offering
of Units of Limited Liability Company Interest in AlphaMetrix Managed Futures
LLC (Aspect Series)
Aspect
Capital Limited:
This
letter (this “Letter
Agreement”), together with the AlphaMetrix Managed Futures Platform
Advisory Agreement (the “Advisory Agreement”) confirms
our mutual understanding regarding the proposed relationship regarding: (i)
AlphaMetrix Managed Futures LLC (Aspect Series) (the “Aspect Series”), established
under the law of the State of Delaware as a “segregated series” of AlphaMetrix
Managed Futures LLC (the “U.S.
Platform”), a Delaware series limited liability company; (ii) AlphaMetrix
Managed Futures (Aspect) LLC (the “Intermediate Fund”), a
Delaware limited liability company into which the Aspect Series will invest
substantially all of its capital and (iii) AlphaMetrix Aspect Fund – MT0001 (the
“Trading Fund”), a
Cayman Islands company into which the Intermediate Fund will invest
substantially all of its capital. The Aspect Series, the Intermediate
Fund and the Trading Fund are collectively referred to herein as the “Series.”
The
Series will be sponsored (in reliance on the representations and warranties set
forth herein) and administered by AlphaMetrix, LLC (the “Sponsor”). The
trading of the Series will be managed by the undersigned (the “Trading Advisor”) on a
fully-discretionary basis and UBS Financial Services Inc. and certain of its
affiliates (collectively, the “Selling Agent”) will act as
selling agent for the units of limited liability company interest (“Interests”) of the
Series. For the avoidance of doubt, the Sponsor is forming and
marketing the Series specifically in order, and on the basis, that it be managed
by the Trading Advisor.
This
Letter Agreement is given for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and in entering into this Letter
Agreement the parties hereto intend to be legally bound.
Defined
terms used herein and not otherwise defined shall have the meanings set forth in
the Advisory Agreement.
The
Offering
1.
The Selling Agent shall use reasonable efforts to distribute the Interests
privately. The Selling Agent shall act solely as an agent in
attempting to distribute the Interests and shall in no respect have any
indemnity obligation with respect to the Interests nor shall the Selling Agent
in any respect be deemed to have guaranteed that any minimum amount of Interests
shall be sold.
2. The
Trading Advisor hereby consents to the distribution of (a) the Series’
Confidential Disclosure Document, as supplemented and amended from time to time
(collectively, the “Memorandum”), as well as all
other sales and promotional material relating to the Series distributed by the
Selling Agent or the Sponsor with respect to the Series with the information
therein with respect to the Trading Advisor and related parties as approved by
the Trading Advisor, and (b) all other written information approved by the
Trading Advisor for distribution (collectively, the “Trading Advisor Information”
and, together with the Memorandum, the “Approved Trading Advisor
Information”). The Trading Advisor covenants: (c) to promptly
inform the Sponsor of any material changes to the Trading Advisor Information;
(d) to maintain the Trading Advisor’s capability to manage the Series pursuant
to the trading program and strategy (the “Program”) contemplated by the
Memorandum (including, without limitation, not accepting other accounts to be
managed pursuant to the Program if doing so would impair the Trading Advisor’s
ability to manage the Series due to speculative position limits or otherwise);
and (e) to cooperate with the Selling Agent to the extent necessary for the
Selling Agent to market the Series as well as to perform ongoing due diligence
relating to the Trading Advisor.
The
Selling Agent and the Sponsor hereby each confirm that it shall only disclose
the Approved Trading Advisor Information to investors or potential investors as
part of its investor reporting with respect to the Series (for the avoidance of
doubt, any other information or sales and promotional material shall not be
disclosed to investors or potential investors unless the Selling Agent or
Sponsor has first obtained the prior written consent of the Trading Advisor,
such consent not to be unreasonably withheld or delayed). When
disclosing any Approved Trading Advisor Information to its investors, the
Selling Agent or the Sponsor shall inform each investor that the information is
confidential and has been prepared solely for such client’s internal use, and
that under no circumstances should such information be shared with any third
party without the Sponsor’s and/or Selling Agent’s prior written
consent. The Selling Agent and the Sponsor each acknowledge and agree
that any reports which contain the Approved Trading Advisor Information shall
contain a disclaimer to the effect that: (i) such report is being provided for
information purposes only and does not constitute an offer to sell, or a
solicitation of an offer to purchase any interests in any underlying pooled
vehicles or managers named therein; and (ii) such report is for use by
sophisticated and professional investors only who possess the appropriate
appetite for risk and, as such, is not suitable for private
individuals.
3. The
Trading Advisor hereby consents to the name “AlphaMetrix Managed Futures LLC
(Aspect Series)” as the designated names of the Aspect Series, “AlphaMetrix
Managed Futures (Aspect) LLC” as the designated name of the Intermediate Fund
and “AlphaMetrix Aspect Fund – MT0001” as the designated name of the Trading
Fund; provided that the right to use such names shall end upon the termination
of this Letter Agreement and/or the Advisory Agreement.
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4. The
Trading Advisor acknowledges that the Series is one of the private managed
futures funds managed as part of the AlphaMetrix Managed Futures Platform
established by the Sponsor and its affiliates, and that the processes used to
maintain such platform are the sole, proprietary, confidential and valuable
property of the Sponsor. The Trading Advisor further acknowledges
that the names “AlphaMetrix Managed Futures LLC (Aspect Series),” “AlphaMetrix
Managed Futures (Aspect) LLC”, “AlphaMetrix Aspect Fund – MT0001” (subject to
the terms above and excluding the “Aspect” name) and “AlphaMetrix” and any
derivative or logo or trademark or service mark or trade name associated
therewith are the valuable property of the Sponsor and its
affiliates. The Trading Advisor Parties shall have the right to use
such name(s), derivatives, logos, trademarks or service marks or trade names
(“Brand Content”) only
with the prior written approval of the Sponsor, in its sole discretion, except
that no such approval shall be required for the use of the “Aspect”
name. Upon termination of this Letter Agreement, the Trading Advisor
Parties shall forthwith cease to use any such Brand Content.
Compliance
with Law
5.
(a) The Selling
Agent represents and agrees that it shall comply in all material respects with
all material applicable laws in connection with the offer and sale of the
Interests.
(b) The
Sponsor represents and warrants that it shall comply in all material respects
with all material applicable laws in connection with the Sponsor’s sponsorship
of the Series.
6. The
Trading Advisor represents and warrants that it shall comply in all material
respects with all material applicable laws in performing its services
hereunder.
Indemnification
7. The
Sponsor and each person affiliated with the Sponsor and their respective
officers, directors, controlling persons (within the meaning of Section 15 of
Securities Act of 1933, as amended), employees, partners and shareholders (each
an “AlphaMetrix Party”)
shall be indemnified by the Trading Advisor against any direct 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) incurred by any AlphaMetrix Party
resulting from a demand, claim, lawsuit or proceeding arising out of any untrue
statement or omission of a material fact (considered in light of the
circumstances under which such statement or omission was made) contained in or
omitted from the Trading Advisor Information, or arising out of a breach of the
Trading Advisor’s representations, warranties and covenants herein.
The
procedural aspects of the foregoing indemnity shall be as set forth in the
Advisory Agreement, mutatis
mutandis.
Access
to Information: Confidentiality
8. 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
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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.
9. Each
party agrees that it shall hold in strict confidence and shall not disclose to
any third party or to any of its own employees other than on a ‘need to know’
basis any and all data and information obtained from another party (unless such
information is or becomes readily ascertainable from public information or trade
sources) and shall ensure that its officers, employees and authorized
representatives do not disclose such information to others without the prior
written consent (except in the case of audit) of the party from whom it was
obtained, except if disclosure is required by a regulatory body or the Series’
auditors, or in the opinion of counsel such disclosure is required by law, and
then only with as much prior written notice to the other party as is practical
under the circumstances. For the avoidance of doubt, the Trading
Advisor Parties shall not discuss the Series with any person other than its
attorneys, auditors and other advisors, including any members of the press
without the prior approval of the Sponsor.
10. The
AlphaMetrix Parties shall not distribute or circulate any sales literature or
promotional or other material that contains any reference to the Trading Advisor
Parties without the prior written approval of the Trading Advisor or the
relevant Trading Advisor Party, as appropriate (provided that additional
approval need not be obtained for reprinted materials that had received prior
approval unless the Trading Advisor notifies an AlphaMetrix Party that such
materials are no longer approved).
11. No
party shall use the name of any other party or its affiliates in any publicity
release or advertising without the prior written consent of such party, which
consent may be withheld in its sole discretion.
12. No
Trading Advisor Party shall seek to market the Interests except in conjunction
with, and as agreed to by, the Sponsor.
Capacity
13. The
Trading Advisor agrees to make its advisory services available to the Series for
up to at least US$250 million in net capital contributions to the Series through
the thirty-sixth calendar month-end following the Initial Closing Date of the
Series, unless otherwise required by market conditions (as reasonably determined
by the Trading Advisor). The AlphaMetrix Parties understand that the
Trading Advisor shall consider making additional investment capacity available
thereafter in its sole discretion.
Fee
Arrangement
14. The
Trading Advisor shall charge the Series a monthly Management Fee of 2% of the
Net Asset Value of the Trading Fund and a quarterly Performance Fee of 20% of
the New Net Trading Profits generated by the
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Trading
Advisor as set forth in the Advisory Agreement. In order to defray
the costs of UBS Financial Services Inc. in marketing the Interests, the Trading
Advisor shall pay UBS Financial Services Inc. a monthly amount equal to 25% of
the Management Fee (equivalent to 50 basis points applying the current
Management Fee) within 28 days of the end
of each calendar month provided that the Trading Advisor has actually received
payment of the Management Fee from the Trading Fund. For the
avoidance of doubt, (i) any amounts paid by the Trading Advisor to UBS Financial
Services Inc. hereunder shall be deemed to be inclusive of value added tax or
any other taxes or charges analogous to value added tax or otherwise that may be
applicable; and (ii) any deferral by the Trading Advisor of its portion of the
Management Fee shall not affect its obligation to UBS Financial Services
Inc.
Clearing
Costs and Other Fees
15. The
Sponsor hereby agrees and shall use its reasonable best efforts, on an ongoing
basis, to: (i) monitor and review all brokerage arrangements; (ii) compare the
fees charged by UBS AG-affiliated brokers to market standards; and (iii) assess
the impact of brokerage expenses on the performance of the Series.
General
16. The
obligations of each party hereto to consummate the transactions provided for
herein are subject to all representations and warranties of the other parties
contained herein being true and correct in all material respects as of the date
hereof and as of the date of the transactions contemplated hereby, as well as to
all of the conditions set forth in the Advisory Agreement.
17. For
the avoidance of doubt, no provision of this Letter Agreement shall be deemed to
constitute a waiver of any person’s rights or claims under any federal or state
securities laws.
18. Termination
of the Advisory Agreement shall operate as a termination of this Letter
Agreement. The representations, warranties, covenants and indemnities
set forth herein shall survive any sale of Interests and any termination of this
Letter Agreement.
19. This
Letter Agreement shall inure to the benefit of and be binding upon the Selling
Agent, the Trading Advisor Parties and the indemnified persons hereof and each
of their respective successors and assigns.
20. The
governing law, counterparties, method of execution, rules of interpretation,
notice and other procedural provisions set forth in the Advisory Agreement shall
be equally applicable to this Letter Agreement.
[Remainder
of page intentionally left blank]
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If the
foregoing correctly embodies our mutual agreement relating to the subject matter
referred to herein, please execute and re-deliver to us a copy of this Letter
Agreement whereupon it shall become a binding agreement among us.
Sincerely,
|
ALPHAMETRIX,
LLC
By:
_______________________________
Name:
Title:
By:
_______________________________
Name:
Title:
|
ALPHAMETRIX
MANAGED FUTURES (ASPECT) LLC
By:
AlphaMetrix Managed Futures LLC (Aspect Series)
Its:
Sole Member
By:
AlphaMetrix, LLC
Its:
Manager
By:
_________________________________
Name:
Title:
By:
_______________________________
Name:
Title:
|
|
ALPHAMETRIX
MANAGED FUTURES LLC (ASPECT SERIES)
By:
AlphaMetrix, LLC
By:
_________________________________
Name:
Title:
By:
_______________________________
Name:
Title:
|
ALPHAMETRIX
ASPECT FUND – MT0001
By:
_________________________________
Name:
Title: Director
By:
_______________________________
Name:
Title: Director
|
|
ASPECT
CAPITAL LIMITED
By:
_________________________________
Name:
Title:
|
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Agreed
and Accepted:
UBS
FINANCIAL SERVICES INC.
By:
_______________________________
Name:
Title:
By:
_______________________________
Name:
Title:
cc: UBS
Securities LLC
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