GENERAL ASSIGNMENT AND ASSUMPTION
Exhibit
10.12
EXHIBIT
A
THIS
GENERAL ASSIGNMENT AND ASSUMPTION, dated as of the 1st day of
November, 2008, is entered into between ALPHAMETRIX, LLC, a Delaware limited
liability company (“Assignee”), and UBS MANAGED
FUND SERVICES INC., a Delaware corporation (“Assignor”).
W I T N E
S S E T H:
WHEREAS,
Assignor is the manager and commodity pool operator of UBS Managed Futures LLC,
a series limited liability company organized under the laws of Delaware and UBS
Managed Futures LLC (Aspect Series) which invests in UBS Managed Futures
(Aspect) LLC (collectively, the “Fund”);
WHEREAS,
Assignee is the manager, sponsor and commodity pool operator of an electronic
managed account platform;
WHEREAS,
the Assignment Agreement among, inter alia, Assignee and
Assignor dated as of August [__], 2008 (the “Agreement”), requires Assignor
to transfer all Assignor’s manager’s interest in the Fund to Assignee and
requires Assignee to accept such assignment and assume certain obligations and
liabilities relating to the Fund.
NOW,
THEREFORE, for value received and in consideration of the foregoing and the
mutual undertakings of the parties hereinafter set forth, Assignee and Assignor
hereby agree as follows:
Assignment. Assignor
does hereby grant, bargain, sell, convey, assign, transfer, set over and deliver
to Assignee all of the Assignor’s right, title and interest in and to the Fund
and Assignee does hereby purchase and receive the Fund.
Assumption of
Liabilities. Assignee hereby accepts and assumes all
obligations and liabilities as manager and commodity pool operator of the Fund
that arise or result from events which occur or fail to occur after the date
hereof (except as otherwise provided in the Agreement).
Successors. The
provisions of this General Assignment and Assumption shall be binding upon and
shall inure to the benefit of the parties’ successors and assigns.
Amendment. This
General Assignment and Assumption shall not be amended or modified except by a
written agreement executed by the parties hereto.
Governing
Law. THIS GENERAL ASSIGNMENT AND ASSUMPTION SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT
REFERENCE TO ITS CHOICE OF LAW RULES, AND ALL PARTIES CONSENT TO THE EXCLUSIVE
JURISDICTION OF THE FEDERAL OR STATE COURTS LOCATED IN CHICAGO, ILLINOIS,
U.S.A.
Counterparts. This
General Assignment and Assumption may be executed in two or more counterparts,
each of which when so executed shall be deemed an original, but each of which
shall constitute one and the same instrument and shall become binding when one
or more counterparts have been signed by each of the parties hereto and
delivered to each of the other parties hereto.
| ALPHAMETRIX, LLC | |||
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By:
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/s/ Xxxxx Xxxx | |
| Name: Xxxxx Xxxx | |||
| Title: President and CEO | |||
| UBS MANAGED FUND SERVICES INC | |||
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By:
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/s/ Xxxxxxx Xxxxx | |
| Name: Xxxxxxx Xxxxx | |||
| Title: President and Chief Executive Officer | |||
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By:
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| Name: | |||
| Title: | |||
