Attached files
| file | filename |
|---|---|
| EX-10.1 - AlphaMetrix Managed Futures LLC | efc9-1043_ex101.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported): October 13,
2009
ALPHAMETRIX
MANAGED FUTURES LLC (ASPECT SERIES)
(Exact
name of registrant as specified in its charter)
|
Delaware
|
000-52192
|
03-0607985
|
|
(State
or other jurisdiction
of
incorporation)
|
(Commission
file number)
|
(IRS
Employer
Identification
No.)
|
c/o
ALPHAMETRIX, LLC
181
West Madison St.
Suite
3825
Chicago,
Illinois 60602
(Address
of principal executive offices)
Registrant’s
telephone number, including area code: (312) 267-8400
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
|
[ ]
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Securities Act (17 CFR
240.14a-12)
|
|
[ ]
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
|
[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01 Entry into a Material Definitive Agreement
Advisory
Agreement with Aspect Capital Limited
AlphaMetrix, sponsor of the
Registrant, AlphaMetrix Aspect Fund – MT0001 (the “Master Fund”), a wholly-owned
subsidiary of the Registrant through which the Registrant intends to carry out
its investment activities, and Aspect Capital Limited (“Aspect” or the “Trading
Advisor”) entered into an Amended and Restated Advisory Agreement (the “Advisory
Agreement”) dated as of October 13, 2009, attached hereto as Exhibit 10.1 and
incorporated by reference herein.
Under the Advisory Agreement, Aspect,
AlphaMetrix and the Master Fund have agreed that Trading Advisor may, on behalf
of the Master Fund, execute transactions in various futures instruments on
either a principal or an agency basis, with or through affiliates of AlphaMetrix
or third parties. This limited authority granted the Trading Advisor is a
continuing power and shall continue in effect with respect to the Trading
Advisor until terminated pursuant to the Advisory Agreement.
The Advisory Agreement will be
effective until March 31, 2010 (unless sooner terminated) and will be renewed
automatically for additional one-year terms unless terminated. The Advisory
Agreement may be terminated at any time at the election of AlphaMetrix in its
sole discretion upon at least one business day's prior written notice to the
Trading Advisor. The Trading Advisor has the right to terminate the Advisory
Agreement at any time upon ten business days' written notice to the Master Fund
and AlphaMetrix in the event (i) of the receipt by the Trading Advisor of an
opinion of independent counsel satisfactory to the Trading Advisor and the
Master Fund that by reason of the Trading Advisor's activities with respect to
the Master Fund, it is required to register as an investment adviser under the
Investment Advisers Act of 1940, as amended and it is not so registered (please
note that the Trading Advisor is currently registered as an investment adviser
under the Investment Advisers Act of 1940, as amended), or under the laws of any
state and it is not so registered; (ii) that the registration of AlphaMetrix as
a commodity pool operator under the CEA, or its NFA membership in such capacity,
is revoked, suspended, terminated or not renewed; (iii) AlphaMetrix imposes
additional trading limitation(s) pursuant to Section 1 of the Advisory Agreement
which the Trading Advisor does not agree to follow in its management of the
Master Fund, or AlphaMetrix overrides trading instructions of the Trading
Advisor or does not consent to a material change to the program requested by the
Trading Advisor; (iv) AlphaMetrix elects (pursuant to Section 1 of the Advisory
Agreement) to have the Trading Advisor use a different program in the Trading
Advisor's management of the Master Fund's assets from that which the Trading
Advisor is then using to manage such assets and the Trading Advisor objects to
using such different program; (v) there is an unauthorized assignment of the
Advisory Agreement by the Master Fund or AlphaMetrix; (vi) there is a material
breach of the Advisory Agreement by the Master Fund and/or AlphaMetrix after
giving written notice to AlphaMetrix which identifies such breach and such
material breach has not been cured within ten business days following receipt of
such notice by AlphaMetrix; or (vii) other good cause is shown and the written
consent of AlphaMetrix is obtained (which shall not be unreasonably withheld or
delayed). Aspect may also terminate for any reason on 30 days’ prior
written notice. In the case of such a termination, Aspect shall use
its reasonable endeavors to ensure an orderly liquidation of the Registrant’s
trading positions.
The Advisory Agreement provides that
the Trading Advisor and its affiliates and each of their officers, employees,
directors, shareholders and controlling persons ("Trading Advisor Affiliates")
shall have no liability to AlphaMetrix, the Series, the Master Fund or to any
Members, and shall be indemnified by the Master Fund against, any 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), for conduct
undertaken as a trading advisor to the Master Fund or otherwise relating to any
action or omission of such party (or alleged action or omission) in connection
with the Advisory Agreement; provided that, such action or omission (or alleged
action or omission) does not constitute gross negligence, willful misconduct or
breach of the Advisory Agreement or any duty owed by the Trading Advisor to the
Master Fund and was done in a manner reasonably believed to be in, or not
opposed to, the best interests of the Master Fund. This indemnity will not
increase the liability of shall not increase the liability of each of the Aspect
Series and the Aspect CS Series beyond the amount of its capital and profits
(exclusive of distributions or other returns of capital, including redemptions),
if any, in the Master Fund. shall not increase the liability of each of
the Aspect Series and the Aspect CS Series beyond the amount of its capital and
profits (exclusive of distributions or other returns of capital, including
redemptions), if any, in the Trading Fund.
The
above descriptions of the material contracts of the Registrant are qualified in
their entirety by reference to the copies of such agreements filed herewith as
Exhibits and incorporated herein by reference.
Item
9.01. Financial Statements and Exhibits.
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(d)
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Exhibits.
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Exhibit
|
Title
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10.1
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Amended
and Restated Investment Advisory
Agreement.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Date: November
16, 2008
| ALPHAMETRIX MANAGED FUTURES LLC (ASPECT SERIES) | |||
| By: | AlphaMetrix, LLC, Manager | ||
|
|
By:
|
/s/ Aleks Kins | |
| Name: | Aleks Kins | ||
| Title: | President and Chief Executive Officer | ||