ASPECT SERIES AMENDED AND RESTATED SEPARATE SERIES AGREEMENT
Exhibit
3.3
ASPECT
SERIES
AMENDED AND RESTATED
SEPARATE SERIES AGREEMENT
THIS
AMENDED AND RESTATED SEPARATE SERIES AGREEMENT, dated as of November 2, 2008
(this “Series
Agreement”), entered into by and between the undersigned amends and
restates in its entirety the Separate Series Agreement dated as of October 26,
2006 by and between UBS Managed Fund Services Inc. and the Members (the “Original
Agreement”). Capitalized terms used herein and not otherwise
defined are used as defined in the Amended and Restated Limited Liability
Company Agreement of AlphaMetrix Managed Futures LLC dated as of November 2,
2008 (as amended from time to time, the “Master
Agreement”).
1. New
Series.
In
accordance with the Master Agreement, the Platform hereby reaffirms that
effective as of September 15, 2006 the Platform created and designated the New
Series, which shall be a “Series” for purposes of the Master
Agreement. For all purposes of the Act, this Series Agreement,
together with each other Separate Series Agreement and the Master
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Agreement
constitute the “limited liability company agreement” of the Platform within the
meaning of the Act. The terms and provisions of this Series Agreement
may have the effect of altering, supplementing or amending the terms and
provisions of the Master Agreement with respect to the New Series.
The name
of the New Series created by this Series Agreement shall be changed to
AlphaMetrix Managed Futures LLC (Aspect Series).
3. Trading
Fund.
The New
Series will invest substantially all of its capital in AlphaMetrix Managed
Futures (Aspect) LLC (the “Intermediate Fund”)
and, through the Intermediate Fund, in AlphaMetrix Aspect Fund – MT0001 (the
“Trading
Fund”). Notwithstanding anything in the Master Agreement to
the contrary, but subject to Section 2.1 of the Master
Agreement, the Sponsor, on behalf of the Platform on behalf of the New Series,
is hereby authorized and instructed to execute and deliver the Subscription
Agreement for the Platform and any and all other documents, agreements or
certificates contemplated by, or related to, the New Series’ investments in the
Intermediate Fund.
4. For
federal income tax purposes, the Sponsor intends the New Series to be treated as
a separate business entity and to be treated as a separate
partnership. The Sponsor shall make entity classification elections
as under the applicable Treasury Regulations, as necessary, for the New Series
to be treated as a separate partnership.
“Article
VIII — Miscellaneous” of the Master Agreement is hereby incorporated by
reference into this Series Agreement, and shall apply to this Series Agreement,
mutatis mutandis, as if
set forth in full herein.
Each
party hereto hereby agrees to execute such other and further statements of
interests and holdings, designations and other instruments necessary to comply
with applicable Law, as determined by the Sponsor in its
discretion.
This
Series Agreement may be executed in counterparts with the same effect as if the
parties had all executed the same copy. Facsimiles, digital image
files or any other electronic format of executed documents shall, for all
purposes of this Series Agreement, have the same force and effect as executed
originals.
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remainder of this page is intentionally left blank.]
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IN WITNESS WHEREOF, the
parties hereto have executed this Separate Series Agreement as of the date first
above written.
SPONSOR | |||
ALPHAMETRIX,
LLC
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By:
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/s/ Xxxxx Xxxx | |
Name: Xxxxx Xxxx | |||
Title: President and CEO | |||
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By:
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Name: | |||
Title: | |||
THE MEMBERS | |||
By: |
ALPHAMETRIX,
LLC
Attorney-in-fact
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By:
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/s/ Xxxxx Xxxx | |
Name: Xxxxx Xxxx | |||
Title: President and CEO | |||
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By:
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Name: | |||
Title: | |||
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