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EX-32.1 - AlphaMetrix Managed Futures LLCefc11-340_ex321.htm
EX-31.2 - AlphaMetrix Managed Futures LLCefc11-340_ex312.htm
EX-99.1 - AlphaMetrix Managed Futures LLCefc11-340_ex991.htm
EX-31.1 - AlphaMetrix Managed Futures LLCefc11-340_ex311.htm
EX-32.2 - AlphaMetrix Managed Futures LLCefc11-340_ex322.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

 

 
FORM 10-Q
 

 
 
 
(Mark One)
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended March 31, 2011
 
or
 
 
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from   to  
 
 
Commission file number: 000-52192
 

 
ALPHAMETRIX MANAGED FUTURES LLC
 (Exact name of registrant as specified in its charter)
 



     
Delaware
 
03-0607985
(State or other jurisdiction
of incorporation or organization)
 
(I.R.S. Employer
Identification Number)
   
c/o ALPHAMETRIX, LLC
181 West Madison
34th Floor
Chicago, Illinois 60602
(Address of principal executive offices)
 
 (312)267-8400
 (Registrant’s telephone number, including area code)

 
 

 



Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes  ý No  o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
                                                                                                                     Yes  No  


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act:
Large accelerated filer  o
Accelerated filer  o
 
Non-accelerated filer    o
(Do not check if a smaller reporting company)
Smaller reporting company  ý

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes  o No  ý
 
 
 
 
 
 
 
ii

 



 
ALPHAMETRIX MANAGED FUTURES LLC
 
QUARTERLY REPORT FOR PERIOD ENDED MARCH 31, 2011 ON FORM 10-Q

Table of Contents
 
 
 
Page
PART I – FINANCIAL INFORMATION
 
     
Item 1.
FINANCIAL STATEMENTS
Condensed Statements of Financial Condition (unaudited)
Condensed Statements of Operations (unaudited)
Condensed Statements of Changes in Members’ Capital (unaudited)
Notes to Condensed Financial Statements (unaudited)
1
Item 2.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
21
Item 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
28
Item 4.
CONTROLS AND PROCEDURES
28
 
 
 
 
PART II – OTHER INFORMATION
 
     
Item 1.
LEGAL PROCEEDINGS
28
Item 1A.
RISK FACTORS
28
Item 2.
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
28
Item 3.
DEFAULTS UPON SENIOR SECURITIES
29
Item 4.
(REMOVED AND RESERVED)
29
Item 5.
OTHER INFORMATION
29
Item 6.
EXHIBITS
30
     
     
SIGNATURES
31
 

 
 
iii

 

PART I – FINANCIAL INFORMATION


Item 1:  Financial Statements

   
ALPHAMETRIX MANAGED FUTURES LLC
 
   
Condensed Statements of Financial Condition
 
   
As of March 31, 2011 (Unaudited) and December 31, 2010
 
                         
   
AlphaMetrix Managed
Futures LLC (Aspect Series)
   
AlphaMetrix Managed
Futures LLC
   
AlphaMetrix Managed
Futures LLC (Aspect Series)
   
AlphaMetrix Managed
Futures LLC
 
   
March 31, 2011
   
March 31, 2011
   
December 31, 2010
   
December 31, 2010
 
ASSETS
                       
Investment in AlphaMetrix Aspect Fund - MT0001, at fair value
  $ 60,300,423     $ 60,300,423     $ 59,446,550     $ 59,446,550  
Cash at bank
    12,184,210       12,184,210       9,455,470       9,455,470  
Prepaid assets
                    4,271       4,271  
                                 
Total Assets
  $ 72,484,633     $ 72,484,633     $ 68,906,291     $ 68,906,291  
                                 
LIABILITIES
                               
                                 
REDEMPTIONS PAYABLE
  $ 251,897     $ 251,897     $ 3,245,432     $ 3,245,432  
                                 
SUBSCRIPTIONS RECEIVED IN ADVANCE
    2,117,492       2,117,492       1,427,344       1,427,344  
                                 
PAYABLES:
                               
Accrued sales commission
    116,890       116,890       112,192       112,192  
Accrued sponsor's fee
    58,360       58,360       28,048       28,048  
Accrued operating costs and administrative fee
    267,206       267,206       243,153       243,153  
                                 
           Total Liabilities
    2,811,845       2,811,845       5,056,169       5,056,169  
                                 
MEMBERS' CAPITAL
                               
Members (55,099.38 and 50,277.92 units outstanding at March 31, 2011
                               
and December 31, 2010, respectively, unlimited units authorized)
    69,662,522       69,662,522       63,839,812       63,839,812  
Sponsor (8.12 units outstanding at March 31, 2011 and
                               
December 31, 2010, respectively, unlimited units authorized)
    10,266       10,266       10,310       10,310  
           Total Members’ Capital
    69,672,788       69,672,788       63,850,122       63,850,122  
                                 
Total Liabilities and Members' Capital
  $ 72,484,633     $ 72,484,633     $ 68,906,291     $ 68,906,291  
                                 
NET ASSET VALUE PER UNIT
                               
Members
  $ 1,264.307     $ 1,264.307     $ 1,269.739     $ 1,269.739  
Sponsor
    1,264.307       1,264.307       1,269.739       1,269.739  
                                 
See notes to financial statements and the financial statements of AlphaMetrix Aspect Fund - MT0001, attached as exhibit 99.1.
                 
 
 
 
- 1 -

 
 
   
ALPHAMETRIX MANAGED FUTURES LLC
 
   
Condensed Statements of Operations
 
   
For the three months ended March 31, 2011 and 2010
 
   
(Unaudited)
 
   
AlphaMetrix Managed
Futures LLC (Aspect Series)
January 1, 2011
through
March 31, 2011
   
AlphaMetrix Managed
Futures LLC
January 1, 2011
through
March 31, 2011
   
AlphaMetrix Managed
Futures LLC
(Aspect Series)January 1, 2010
through
March 31, 2010
   
AlphaMetrix
Managed
Futures LLC
January 1, 2010
through
March 31, 2010
 
NET INVESTMENT INCOME ALLOCATED
                       
  FROM ALPHAMETRIX ASPECT FUND - MT0001:
                       
  Interest income
  $ -     $ -     $ 200     $ 200  
  Trading costs
    (25,285 )     (25,285 )     (27,457 )     (27,457 )
  Interest expense
    (7,133 )     (7,133 )     (4,214 )     (4,214 )
  Bank fees
    (103 )     (103 )     (138 )     (138 )
                                 
           Net investment income allocated
                               
             from AlphaMetrix Aspect Fund - MT0001
    (32,521 )     (32,521 )     (31,609 )     (31,609 )
                                 
SERIES NET INVESTMENT INCOME/(LOSS):
                               
  Interest income
    -       -       2,360       2,360  
  Operating expenses
    (103,054 )     (103,054 )     (103,015 )     (103,015 )
  Management fee
    (345,478 )     (345,478 )     (303,919 )     (303,919 )
  Performance fee
    (66,251 )     (66,251 )     -       -  
  Sales commissions
    (344,792 )     (344,792 )     (303,409 )     (303,409 )
  Sponsor fee
    (86,198 )     (86,198 )     (75,854 )     (75,854 )
                                 
           Net investment income/(loss)
    (945,773 )     (945,773 )     (783,837 )     (783,837 )
                                 
           Total net investment income/(loss)
    (978,294 )     (978,294 )     (815,446 )     (815,446 )
                                 
REALIZED AND UNREALIZED GAIN (LOSS)
                               
  ALLOCATED FROM ALPHAMETRIX ASPECT FUND - MT0001
                               
     Net realized gain/(loss)
    2,744,507       2,744,507       (287,796 )     (287,796 )
     Net increase/(decrease) in unrealized appreciation/(depreciation)
    (2,056,885 )     (2,056,885 )     2,815,774       2,815,774  
                                 
     Total realized and unrealized gain/(loss)
                               
     allocated from AlphaMetrix Aspect Fund - MT0001
    687,622       687,622       2,527,978       2,527,978  
                                 
                                 
                                 
Net increase/(decrease) in net assets resulting from operations
  $ (290,672 )   $ (290,672 )   $ 1,712,532     $ 1,712,532  
                                 
Weighted average number of units outstanding
    53,656       53,656       53,288       53,288  
                                 
Net income/(loss) per weighted average unit
  $ (5.42 )   $ (5.42 )   $ 32.14     $ 32.14  
                                 
See notes to financial statements and the financial statements of AlphaMetrix Aspect Fund - MT0001, attached as exhibit 99.1.
                 
 
 
 
- 2 -

 
 
ALPHAMETRIX MANAGED FUTURES LLC
Condensed Statements of Changes in Members’ Capital
For the three months ended March 31, 2011 and 2010
(Unaudited)
 
 
                                                 
For the three months ended March 31, 2011
 
AlphaMetrix Managed Futures LLC (Aspect Series)
   
AlphaMetrix Managed
 
   
Members
   
Sponsor
   
Total
   
Futures LLC
 
   
Amount
   
Units
   
Amount
   
Units
   
Amount
   
Units
   
Amount
   
Units
 
Members’ capital at January 1, 2011
  $ 63,839,812       50,277.92     $ 10,310       8.12     $ 63,850,122       50,286.04     $ 63,850,122       50,286.04  
Members’ subscriptions
    8,787,217       6,938.61       -       -       8,787,217       6,938.61       8,787,217       6,938.61  
Members’ redemptions
    (2,673,879 )     (2,117.15 )     -       -       (2,673,879 )     (2,117.15 )     (2,673,879 )     (2,117.15 )
Net investment income/(loss)
    (978,150 )     -       (144 )     -       (978,294 )     -       (978,294 )     -  
Net realized and unrealized gain/(loss) allocated from
                                                               
  AlphaMetrix Aspect Fund - MT0001
    687,522       -       100       -       687,622       -       687,622       -  
Members’ capital at March 31, 2011
  $ 69,662,522       55,099.38     $ 10,266       8.12     $ 69,672,788       55,107.50     $ 69,672,788       55,107.50  
                                                                 
Net asset value per unit at January 1, 2011
  $ 1,269.739             $ 1,269.739                                          
Change in net asset value per unit
    (5.432 )             (5.432 )                                        
Net asset value per unit at March 31, 2011
  $ 1,264.307             $ 1,264.307                                          
                                                                 
                                                                 
For the three months ended March 31, 2010
 
AlphaMetrix Managed Futures LLC (Aspect Series)
   
AlphaMetrix Managed
 
   
Members
   
Sponsor
   
Total
   
Futures LLC
 
   
Amount
   
Units
   
Amount
   
Units
   
Amount
   
Units
   
Amount
   
Units
 
Members’ capital at January 1, 2010
  $ 59,498,830       52,347.66     $ 9,231       8.12     $ 59,508,061       52,355.78     $ 59,508,061       52,355.78  
Members’ subscriptions
    2,189,706       1,945.41       -       -       2,189,706       1,945.41       2,189,706       1,945.41  
Members’ redemptions
    (1,826,264 )     (1,591.04 )     -       -       (1,826,264 )     (1,591.04 )     (1,826,264 )     (1,591.04 )
Net investment income/(loss)
    (815,321 )     -       (125 )     -       (815,446 )     -       (815,446 )     -  
Net realized and unrealized gain/(loss) allocated from
                                                               
  AlphaMetrix Aspect Fund - MT0001
    2,527,597       -       381       -       2,527,978       -       2,527,978       -  
Members’ capital at March 31, 2010
  $ 61,574,548       52,702.03     $ 9,487       8.12     $ 61,584,035       52,710.15     $ 61,584,035       52,710.15  
                                                                 
Net asset value per unit at January 1, 2010
  $ 1,136.609             $ 1,136.609                                          
Change in net asset value per unit
    31.743               31.743                                          
Net asset value per unit at March 31, 2010
  $ 1,168.352             $ 1,168.352                                          
 
See notes to financial statements and the financial statements of AlphaMetrix Aspect Fund - MT0001, attached as exhibit 99.1.
 
 
 
- 3 -

 
 
ALPHAMETRIX MANAGED FUTURES LLC
NOTES TO CONDENSED FINANCIAL STATEMENTS
AS OF AND FOR THE THREE MONTHS ENDED MARCH 31, 2011 AND 2010

(1)
Organization

As of November 1, 2008, AlphaMetrix, LLC (the “Sponsor” or “AlphaMetrix”) is the sponsor of AlphaMetrix Managed Futures LLC (the “Platform”). The Sponsor is registered with the U.S. Commodity Futures Trading Commission (“CFTC”) as a commodity pool operator and commodity trading advisor, with the U.S. Securities and Exchange Commission (“SEC”) as a Registered Investment Advisor (“RIA”) and Registered Transfer Agent (“RTA”), and is a member of the National Futures Association (“NFA”). The Platform was formed on July 25, 2006 as a Delaware series limited liability company pursuant to the Delaware Limited Liability Company Act. AlphaMetrix Managed Futures LLC (Aspect Series) (the “Aspect Series” or “Series”) is the only “segregated series” of the Platform. Since the Aspect Series is the Platform’s only segregated series, references to the Aspect Series also include the Platform unless otherwise noted. On November 1, 2008, the Sponsor was assigned sponsorship in the Platform and managerial interest in the Aspect Series from the former sponsor of the Platform, UBS Managed Fund Services, Inc. (“UBS MFS” or the “former sponsor”) and the name of the Platform and Aspect Series were changed from UBS Managed Futures LLC and UBS Managed Futures LLC (Aspect Series) to AlphaMetrix Managed Futures LLC and AlphaMetrix Managed Futures LLC (Aspect Series), respectively. The Platform and Aspect Series are governed in accordance with the Confidential Disclosure Document dated January 31, 2011 (the “Confidential Disclosure Document”). All capitalized terms used but not defined herein are defined in the Confidential Disclosure Document.

The Aspect Series invests substantially all of its assets in AlphaMetrix Managed Futures (Aspect) LLC, previously UBS Managed Futures (Aspect) LLC (the “Trading Fund”). The Trading Fund then invests a substantial portion of its assets in AlphaMetrix Aspect Fund – MT0001 (the “Master Fund”) which is advised by Aspect Capital Limited (the “Trading Advisor”). On August 30, 2009, the Trading Fund ceased operations and as of September 1, 2009, the Aspect Series invested directly into the Master Fund. Prior to December 31, 2010, the Aspect Series and the Master Fund were consolidated in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 810, Consolidation (“ASC 810”). As of December 1, 2009, another fund operated by the Sponsor invested in the Master Fund. As of the year ended December 31, 2010, the Aspect Series and Master Fund are no longer consolidated. As of March 31, 2011 and 2010, the Aspect Series held an interest in the Master Fund of approximately 88% and 95%, respectively.

The Master Fund engages in the speculative trading of bonds, currencies, interest rates, equities, equity indices, debt securities and selected physical commodities and derivatives. Until October 1, 2009, UBS Securities LLC was the Series’ futures clearing broker (the “Clearing Broker”) and until October 13, 2009, UBS AG was the foreign exchange clearing broker of the Master Fund, although the Master Fund may execute foreign exchange trades through other foreign exchange clearing brokers at any time. On and after October 1, 2009 for general futures clearing brokerage, excluding foreign currency, and on and after October 13, 2009 including foreign currency, Credit Suisse Securities (USA) LLC acts as the Master Fund’s clearing broker (reference to the “Clearing Broker” shall be UBS Securities LLC if involving matters prior to October 1, 2009 and to Credit Suisse Securities (USA) LLC for matters on or after October 1, 2009). The Sponsor, over time, intends to offer investors a selection of different trading advisors, each managing a different segregated series of the Platform. There can be no assurance, however, that any series other than the Series will be offered or that the Series will continue to be offered. The Series was organized on October 26, 2006 and commenced trading on March 16, 2007. The Series filed a Form 10, under the Securities Exchange Act of 1934, as amended, with the SEC to register the units of limited liability company interest (“Units”), which registration became effective October 17, 2006.
 
The accompanying unaudited condensed financial statements, in the opinion of management, include all adjustments necessary for a fair presentation of the Series’ financial condition as of March 31, 2011 (unaudited) and December 31, 2010 and the results of its operations and its changes in members’ capital for the three months ended March 31, 2011 and 2010 (unaudited). These condensed financial statements present the results of interim periods and do not include all disclosures normally provided in annual financial statements. It is suggested that these unaudited condensed financial statements be read in conjunction with the audited financial statements and notes included in the
 
 
- 4 -

 
 
Series’ annual report on Form 10-K filed with the SEC for the year ended December 31, 2010. The December 31, 2010 information has been derived from the audited financial statements as of December 31, 2010.

On March 16, 2007, the Series issued 5,000.00 Units to the Trading Advisor for $5,000,000 (the “Trading Advisor Investment”) and issued 2,760.62 Units for $2,760,620 to third parties. On April 1, 2007, the Series issued 9.94 Units to the former sponsor, UBS MFS, for $10,000. On December 31, 2007, the Trading Advisor redeemed the full value of the Trading Advisor Investment.  On October 31, 2008, UBS MFS redeemed the full value of their Units in conjunction with the assignment of the Sponsor and on November 1, 2008, the Series issued 8.12 Units to the Sponsor for $10,000.

At the sole discretion of the Sponsor, the Series may terminate for any reason (for the avoidance of doubt, the Sponsor shall be entitled, without any violation of any contractual or fiduciary obligation to any investor in the Series (a “Member”), to dissolve the Series at any time).

Change in Accounting Methodology

Prior to December 31, 2010, the Aspect Series consolidated the Master Fund for financial reporting purposes. During the fourth quarter of 2010, the Sponsor concluded that a change in accounting principle was appropriate. Pursuant to this change, the Aspect Series no longer consolidates the non wholly owned Master Funds over which it has a controlling financial interest. Rather, Aspect Series applies investment company master-feeder financial statement presentation, as described in FASB ASC 946, Financial Services – Investment Companies (“ASC 946”), to its interest in the Master Fund, the only non wholly owned Master Fund over which it currently has a controlling financial interest.

The Sponsor acquired the Aspect Series on November 1, 2008. Prior to the Aspect Series’ acquisition by the Sponsor, the Aspect Series was the sole Feeder Fund (and thus the sole owner) of the Master Fund, and there was no expectation by the former sponsor to have any other investors in the Master Fund. The Aspect Series did not hold any investments other than its investment in the Master Fund. On December 1, 2009, subsequent to acquiring the Aspect Series, the Sponsor established a second fund to serve as a feeder to the Master Fund. Furthermore, the Sponsor believes that the establishment of additional segregated series (feeder funds) for the Platform is likely. Although the Aspect Series continues to maintain a significant controlling financial interest in the Master Fund, and thus consolidation of the Master Fund remains appropriate, the Sponsor believes the presentation for a Master fund-Feeder fund structure described in ASC 946 is preferable to such consolidated presentation. Specifically, the Sponsor observes that it is industry practice to follow the presentation prescribed for a Master Fund-Feeder fund structure in ASC 946 in instances in which a Master Fund is owned by more than one Feeder Fund and that such presentation provides users of the Aspect Series with a clearer depiction of its investment in the Master Fund. Furthermore, such presentation is consistent with the presentation method used by the Sponsor for all other Master fund-Feeder fund structures in which a Master Fund is not wholly owned by the Feeder Fund and for which it is the Sponsor.
 
While for the financial statements as of and for the year ended December 31, 2010, the Aspect Series does not consolidate the Master Fund, the Aspect Series did consolidate the Master Fund for the unaudited financial statements as of and for the three months ended March 31, 2010. Consistent with the requirements of ASC 250, Accounting Changes and Error Corrections, for the unaudited financial statements as of and for the three months ended March 31, 2010, to be comparable to the unaudited financial statements as of and for the three months ended March 31, 2011 this change in accounting principle is being applied retrospectively as of January 1, 2010. Thus, the unaudited financial statements as of and for the three months ended March 31, 2010 have been restated and are presented under a Master fund-Feeder fund presentation. The impact of this change in accounting principle is described in the following paragraphs.
 
 
- 5 -

 
 
 
The effects of the changes upon the unaudited Statements of Financial Condition are as follows:
 
   
March 31, 2010
 
                   
   
As Originally
   
As
   
Effect of
 
   
Stated
   
Adjusted
   
Change
 
ASSETS
                 
Equity in commodity trading account at clearing broker
                 
Cash
  $ 58,878,713     $ -     $ (58,878,713 )
Investments representing unrealized
  appreciation/(depreciation) on open contracts, net
    2,681,379       -       (2,681,379 )
Investment in AlphaMetrix Aspect Fund - MT0001, at fair value
    -       58,813,974       58,813,974  
Cash at bank
    5,334,580       4,746,622       (587,958 )
Total Assets
  $ 66,894,672     $ 63,560,596     $ (3,334,076 )
                         
LIABILITIES
                       
                         
REDEMPTIONS PAYABLE
  $ 935,889     $ 935,889     $ -  
                         
SUBSCRIPTIONS RECEIVED IN ADVANCE
    700,232       700,232       -  
                         
PAYABLES:
                       
Accrued brokerage commissions
    5,006       5,006       -  
Accrued sales commission
    104,632       104,632       -  
Accrued sponsor's fee
    26,158       26,158       -  
Accrued management fee
    104,807       -       (104,807 )
Accrued operating costs
    204,644       204,644       -  
Interest payable, net
    832       -       (832 )
Total Liabilities
    2,082,200       1,976,561       (105,639 )
                         
MEMBERS' CAPITAL
                       
   Members
    61,574,548       61,574,548       -  
   Sponsor
    9,487       9,487       -  
Total Aspect Series members' capital
    61,584,035       61,584,035       -  
                         
Noncontrolling interest
    3,228,437       -       (3,228,437 )
Total Members’ Capital
    64,812,472       61,584,035       (3,228,437 )
                         
Total Liabilities and Members’ Capital
  $ 66,894,672     $ 63,560,596     $ (3,334,076 )
 
 
 
- 6 -

 

   
March 31, 2011
 
                   
   
As
   
As If
   
Effect of
 
   
Reported
   
Consolidated
   
Change
 
ASSETS
                 
Equity in commodity trading account at clearing broker
                 
  Cash
  $ -     $ 65,989,383     $ 65,989,383  
Investments representing unrealized
  appreciation/(depreciation) on open contracts, net
    -       1,308,169       1,308,169  
Investment in AlphaMetrix Aspect Fund - MT0001, at fair value
    60,300,423       -       (60,300,423 )
Cash at bank
    12,184,210       13,724,534       1,540,324  
Total Assets
  $ 72,484,633     $ 81,022,086     $ 8,537,453  
                         
LIABILITIES
                       
                         
REDEMPTIONS PAYABLE
  $ 251,897     $ 251,897     $ -  
                         
SUBSCRIPTIONS RECEIVED IN ADVANCE
    2,117,492       2,117,492       -  
                         
PAYABLES:
                       
Accrued sales commission
    116,890       116,890       -  
Accrued sponsor's fee
    58,360       58,360       -  
Accrued operating costs
    267,206       270,604       (3,398 )
Payable to trading advisor
    -       207,421       (207,421 )
Total Liabilities
    2,811,845       3,022,664       210,819  
                         
MEMBERS' CAPITAL
                       
 Members
    69,662,522       69,662,522       -  
 Sponsor
    10,266       10,266       -  
Total Aspect Series members' capital
    69,672,788       69,672,788       -  
                         
Noncontrolling interest
    -       8,326,634       8,326,634  
Total Members’ Capital
    69,672,788       77,999,422       8,326,634  
                         
Total Liabilities and Members’ Capital
  $ 72,484,633     $ 81,022,086     $ 8,537,453  
 
 
- 7 -

 
 
An unaudited Condensed Schedule of Investments was included in the financial statements prior to the restatement. However, subsequent to the change in accounting policy, an unaudited Condensed Schedule of Investments is not required as the investments are held by the Master Fund. The effects of the changes upon the unaudited Schedules of Investments are as follows:
 
 
   
As Originally Reported
   
March 31, 2010
As Adjusted
    Effect of Change  
   
% of
Members’
Capital
   
Number of
Contracts
    Net Unrealized Appreciation /
(Depreciation) on Open Contracts
   
 % of    
Members’
Capital
     Number of Contracts     Net Unrealized Appreciation /
(Depreciation) on Open Contracts
   
% of     
Members’
Capital
     Number of Contracts      
 Net Unrealized Appreciation /
(Depreciation) on Open Contracts
 
FUTURES CONTRACTS:
                                                     
Long contracts
                                                     
Domestic
                                                     
Agriculture
    0.11 %     120     $ 69,947       0.00 %     -     $ -       (0.11 ) %     (120 )   $ (69,947 )
Energy
    0.37       105       242,919       0.00       -       -       (0.37 )     (105 )     (242,919 )
Interest Rates
    0.00       322       1,052       0.00       -       -       0.00       (322 )     (1,052 )
Metals
    0.24       77       152,347       0.00       -       -       (0.24 )     (77 )     (152,347 )
Indices
    0.24       173       157,587       0.00       -       -       (0.24 )     (173 )     (157,587 )
Foreign
                                                                       
Agriculture
    (0.01 )     14       (3,500 )     0.00       -       -       0.01       (14 )     3,500  
Indices
    0.44       395       288,109       0.00       -       -       (0.44 )     (395 )     (288,109 )
Interest Rates
    1.61       1,600       1,041,116       0.00       -       -       (1.61 )     (1,600 )     (1,041,116 )
Metals
    0.50       70       323,758       0.00       -       -       (0.50 )     (70 )     (323,758 )
      3.50               2,273,335       0.00               -       (3.50 )             (2,273,335 )
Short contracts
                                                                       
Domestic
                                                                       
Agriculture
    0.21       334       136,858       0.00       -       -       (0.21 )     (334 )     (136,858 )
Energy
    0.16       37       105,660       0.00       -       -       (0.16 )     (37 )     (105,660 )
Interest Rates
    (0.01 )     9       (4,875 )     0.00       -       -       0.01       (9 )     4,875  
Foreign
                                                                       
Agriculture
    0.02       81       14,783       0.00       -       -       (0.02 )     (81 )     (14,783 )
Interest Rates
    0.16       453       103,178       0.00       -       -       (0.16 )     (453 )     (103,178 )
Metals
    (0.03 )     15       (22,656 )     0.00       -       -       0.03       (15 )     22,656  
      0.51               332,948       0.00               -       (0.51 )             (332,948 )
                                                                         
Total futures contracts
    4.01               2,606,283       0.00               -       (4.01 )             (2,606,283 )
                                                                         
FORWARD CURRENCY CONTRACTS:
                                                                 
   Total forward currency
                                                                       
contracts long
    0.06               37,034       0.00               -       (0.06 )             (37,034 )
   Total forward currency
                                                                       
contracts short
    0.06               38,062       0.00               -       (0.06 )             (38,062 )
                                                                         
Total forward currency
                                                                       
 contracts
    0.12               75,096       0.00               -       (0.12 )             (75,096 )
                                                                         
Net unrealized
 appreciation/(depreciation)
 on open contracts
    4.13 %           $ 2,681,379       0.00 %           $ -       (4.13 ) %           $ (2,681,379 )
 
 
 
- 8 -

 
 
 
    As Reported    
March 31, 2011
As if Consolidated
   
Effect of Change
 
   
% of     
Members’ Capital
     Number of Contracts    
 Net Unrealized Appreciation /
(Depreciation) on Open Contracts
   
% of
Members’ Capital
    Number of Contracts      Net Unrealized Appreciation /
(Depreciation) on Open Contracts
     
 % of     
Members’
Capital
     Number of Contracts      Net Unrealized Appreciation /
(Depreciation) on Open Contracts
 
FUTURES CONTRACTS:
                                                     
Long contracts
                                                     
Domestic
                                                     
Futures Contracts
                                                     
Agriculture
    0.00 %     -     $ -       0.06 %     211     $ 45,655       0.06 %     211     $ 45,655  
Currency
    0.00       -       -       0.03       33       23,074       0.03       33       23,074  
Energy
    0.00       -       -       0.85       197       666,249       0.85       197       666,249  
Indices
    0.00       -       -       0.15       109       120,070       0.15       109       120,070  
Interest Rates
    0.00       -       -       (0.21 )     335       (167,732 )     (0.21 )     335       (167,732 )
Metals
    0.00       -       -       0.40       51       308,855       0.40       51       308,855  
Forward currency contracts
                                                                       
Forwards
    0.00               -       (0.02 )             (14,298 )     (0.02 )             (14,298 )
Foreign
                                                                       
Futures Contracts
                                                                       
Agriculture
    0.00       -       -       (0.02 )     22       (16,875 )     (0.02 )     22       (16,875 )
Indices
    0.00       -       -       0.21       135       160,730       0.21       135       160,730  
Interest Rates
    0.00       -       -       (0.12 )     582       (92,104 )     (0.12 )     582       (92,104 )
Metals
    0.00       -       -       (0.28 )     92       (215,382 )     (0.28 )     92       (215,382 )
Forward currency contracts
                                                                       
Forwards
    0.00               -       0.37               287,086       0.37               287,086  
      0.00               -       1.42               1,105,328       1.42               1,105,328  
Short contracts
                                                                       
Domestic
                                                                       
Futures Contracts
                                                                       
Agriculture
    0.00       -       -       (0.02 )     6       (15,463 )     (0.02 )     6       (15,463 )
Energy
    0.00       -       -       (0.04 )     20       (27,040 )     (0.04 )     20       (27,040 )
Indices
    0.00       -       -       0.01       2       6,200       0.01       2       6,200  
Forward currency contracts
                                                                       
Forwards
    0.00               -       0.30               233,754       0.30               233,754  
Foreign
                                                                       
Futures Contracts
                                                                       
Interest Rates
    0.00       -       -       0.37       713       288,556       0.37       713       288,556  
Metals
    0.00       -       -       (0.06 )     32       (43,583 )     (0.06 )     32       (43,583 )
Forward currency contracts
                                                                       
Forwards
    0.00               -       (0.31 )             (239,583 )     (0.31 )             (239,583 )
      0.00               -       0.25               202,841       0.25               202,841  
                                                                         
Net unrealized
  appreciation/(depreciation)
  on open contracts
    0.00 %           $ -       1.67 %           $ 1,308,169       1.67 %           $ 1,308,169  
 
 
- 9 -

 
 
The effects of the changes upon the unaudited Statements of Operations are as follows:
 
   
Three Months Ended March 31, 2010
 
   
As Originally
   
As
   
Effect of
 
   
Reported
   
Adjusted
   
Change
 
NET INVESTMENT INCOME ALLOCATED
                 
  FROM ALPHAMETRIX ASPECT FUND - MT0001:
                 
  Interest income
  $ -     $ 200     $ 200  
  Trading costs
    -       (27,457 )     (27,457 )
  Interest expense
    -       (4,214 )     (4,214 )
  Bank fees
    -       (138 )     (138 )
           Net investment income allocated
                       
             from AlphaMetrix Aspect Fund - MT0001
    -       (31,609 )     (31,609 )
                         
Trading gains (losses):
                       
Net realized gain (loss)
    (291,956 )     -       291,956  
Net change in unrealized
                       
appreciation (depreciation) on open contracts
    2,968,644       -       (2,968,644 )
Brokerage commission
    (28,885 )     -       28,885  
Net trading gains (losses)
    2,647,803       -       (2,647,803 )
                         
SERIES NET INVESTMENT INCOME/(LOSS):
                       
Interest income
    952       2,360       1,408  
Operating costs
    (103,161 )     (103,015 )     146  
Management fee
    (303,919 )     (303,919 )     -  
Performance fee
    -       -       -  
Sales commission
    (303,409 )     (303,409 )     -  
Sponsor’s fee
    (75,854 )     (75,854 )     -  
Interest expense
    (2,802 )     -       2,802  
Net investment income (loss)
    (788,193 )     (783,837 )     4,356  
                         
Total net investment income/(loss)
    (817,078 )     (815,446 )     1,632  
                         
REALIZED AND UNREALIZED GAIN (LOSS)
                       
  ALLOCATED FROM ALPHAMETRIX ASPECT FUND - MT0001
                       
     Net realized gain/(loss)
    -       (287,796 )     (287,796 )
     Net increase/(decrease) in unrealized appreciation/(depreciation)
    -       2,815,774       2,815,774  
                         
     Total realized and unrealized gain/(loss)
                       
     allocated from AlphaMetrix Aspect Fund - MT0001
    -       2,527,978       2,527,978  
                         
      1,859,610       -       (1,859,610 )
                         
Less:  Net income (loss) attributable to noncontrolling interest
    147,078       -       (147,078 )
                         
Net income (loss) attributable to Aspect Series
  $ 1,712,532     $ -     $ (1,712,532 )
                         
Net increase/(decrease) in net assets resulting from operations
  $ -     $ 1,712,532     $ 1,712,532  
 
 
 
- 10 -

 
 
   
Three Months Ended March 31, 2011
 
   
As
   
As if
   
Effect of
 
   
Reported
   
Consolidated
   
Change
 
NET INVESTMENT INCOME ALLOCATED
                 
  FROM ALPHAMETRIX ASPECT FUND - MT0001:
                 
  Interest income
  $ -     $ -     $ -  
  Trading costs
    (25,285 )     -       25,285  
  Interest expense
    (7,133 )     -       7,133  
  Bank fees
    (103 )     -       103  
           Net investment income allocated
                       
             from AlphaMetrix Aspect Fund - MT0001
    (32,521 )     -       32,521  
                         
Trading gains (losses):
                       
Net realized gain (loss)
    -       3,122,258       3,122,258  
Net change in unrealized
                       
appreciation (depreciation) on open contracts
    -       (2,341,713 )     (2,341,713 )
Brokerage commission
    -       (28,769 )     (28,769 )
Net trading gains (losses)
    -       751,776       751,776  
                         
SERIES NET INVESTMENT INCOME/(LOSS)
                       
Interest income
    -       -       -  
Operating costs
    (103,054 )     (103,171 )     (117 )
Management fee
    (345,478 )     (345,478 )     -  
Performance fee
    (66,251 )     (66,251 )     -  
Sales commission
    (344,792 )     (344,792 )     -  
Sponsor’s fee
    (86,198 )     (86,198 )     -  
Interest expense
    -       (8,116 )     (8,116 )
Net investment income (loss)
    (945,773 )     (954,006 )     (8,233 )
                         
Total net investment income/(loss)
    (978,294 )     -       978,294  
                         
REALIZED AND UNREALIZED GAIN (LOSS)
                       
  ALLOCATED FROM ALPHAMETRIX ASPECT FUND - MT0001
                       
     Net realized gain/(loss)
    2,744,507       -       (2,744,507 )
     Net increase/(decrease) in unrealized appreciation/(depreciation)
    (2,056,885 )     -       2,056,885  
                         
     Total realized and unrealized gain/(loss)
                       
     allocated from AlphaMetrix Aspect Fund - MT0001
    687,622       -       (687,622 )
                         
      -       (202,230 )     (202,230 )
                         
Less:  Net income (loss) attributable to noncontrolling interest
    -       88,442       88,442  
                         
Net income (loss) attributable to Aspect Series
  $ -     $ (290,672 )   $ (290,672 )
                         
Net increase/(decrease) in net assets resulting from operations
  $ (290,672 )   $ -     $ 290,672  
 
 
- 11 -

 
 
 
The effects of the changes upon the unaudited Statements of Changes in Members’ Capital are as follows:
 
   
Three Months Ended March 31, 2010
As Originally Reported
 
   
AlphaMetrix Managed Futures LLC (Aspect Series)
                           
AlphaMetrix Managed
 
   
Members
   
Sponsor
   
Noncontrolling interest
   
Total
   
Futures LLC
 
   
Amount
   
Units
   
Amount
   
Units
   
Amount
   
Units
   
Amount
   
Units
   
Amount
   
Units
 
Members capital at January 1, 2010
  $ 59,498,830       52,347.66     $ 9,231       8.12     $ 1,896,908       n/a     $ 61,404,969       52,355.78     $ 61,404,969       52,355.78  
Members' subscriptions
    2,189,706       1,945.41       -       -       -       n/a       2,189,706       1,945.41       2,189,706       1,945.41  
Members' redemptions
    (1,826,264 )     (1,591.04 )     -       -       -       n/a       (1,826,264 )     (1,591.04 )     (1,826,264 )     (1,591.04 )
Noncontrolling interest
    -       -       -       -       1,184,451       n/a       1,184,451       -       1,184,451       -  
Net income/(loss)
    1,712,276       -       256       -       147,078       n/a       1,859,610       -       1,859,610       -  
Members' capital at March 31, 2010
  $ 61,574,548       52,702.03     $ 9,487       8.12     $ 3,228,437       n/a     $ 64,812,472       52,710.15     $ 64,812,472       52,710.15  
                                                                                 
Net asset value per unit at January 1, 2010
  $ 1,136.609             $ 1,136.609                                                          
Change in net asset value per unit
    31.743               31.743                                                          
Net asset value per unit at March 31, 2010
  $ 1,168.352             $ 1,168.352                                                          
                                                                                 
   
As Adjusted
                 
   
AlphaMetrix Managed Futures LLC (Aspect Series)
   
AlphaMetrix Managed
                 
   
Members
   
Sponsor
   
Total
   
Futures LLC
                 
   
Amount
   
Units
   
Amount
   
Units
   
Amount
   
Units
   
Amount
   
Units
                 
Members capital at January 1, 2010
  $ 59,498,830       52,347.66     $ 9,231       8.12     $ 59,508,061       52,355.78     $ 59,508,061       52,355.78                  
Members' subscriptions
    2,189,706       1,945.41       -       -       2,189,706       1,945.41       2,189,706       1,945.41                  
Members' redemptions
    (1,826,264 )     (1,591.04 )     -       -       (1,826,264 )     (1,591.04 )     (1,826,264 )     (1,591.04 )                
Net investment income/(loss)
    (815,321 )     -       (125 )     -       (815,446 )     -       (815,446 )     -                  
Net realized and unrealized gain/(loss)
                                                                               
allocated from AlphaMetrix
                                                                               
Aspect Fund - MT0001
    2,527,597       -       381       -       2,527,978       -       2,527,978       -                  
Members' capital at March 31, 2010
  $ 61,574,548       52,702.03     $ 9,487       8.12     $ 61,584,035       52,710.15     $ 61,584,035       52,710.15                  
                                                                                 
Net asset value per unit at January 1, 2010
  $ 1,136.609             $ 1,136.609                                                          
Change in net asset value per unit
    31.743               31.743                                                          
Net asset value per unit at March 31, 2010
  $ 1,168.352             $ 1,168.352                                                          
                                                                                 
   
Effect of Change
 
   
AlphaMetrix Managed Futures LLC (Aspect Series)
                                   
AlphaMetrix Managed
 
   
Members
   
Sponsor
   
Noncontrolling interest
   
Total
   
Futures LLC
 
   
Amount
   
Units
   
Amount
   
Units
   
Amount
   
Units
   
Amount
   
Units
   
Amount
   
Units
 
Members capital at January 1, 2010
  $ -       -     $ -       -     $ (1,896,908 )     n/a     $ (1,896,908 )     -     $ (1,896,908 )     -  
Members' subscriptions
    -       -       -       -       -       n/a       -       -       -       -  
Members' redemptions
    -       -       -       -       -       n/a       -       -       -       -  
Noncontrolling interest
    -       -       -       -       (1,184,451 )     n/a       (1,184,451 )     -       (1,184,451 )     -  
Net investment income/(loss)
    (815,321 )     -       (125 )     -       -       n/a       (815,446 )     -       (815,446 )     -  
Net realized and unrealized gain/(loss)
                                                            -               -  
allocated from AlphaMetrix
                                                            -               -  
Aspect Fund - MT0001
    2,527,597       -       381       -       -       n/a       2,527,978       -       2,527,978       -  
Net income/(loss)
    (1,712,276 )     -       (256 )     -       (147,078 )     n/a       (1,859,610 )     -       (1,859,610 )     -  
Members' capital at March 31, 2010
  $ -       -     $ -       -     $ (3,228,437 )     n/a     $ (3,228,437 )     -     $ (3,228,437 )     -  
                                                                                 
Net asset value per unit at January 1, 2010
  $ -             $ -                                                          
Change in net asset value per unit
    -               -                                                          
Net asset value per unit at March 31, 2010
  $ -             $ -                                                          
 
 
- 12 -

 
 
   
Three Months Ended March 31, 2011
 
                                                             
   
As Reported
             
   
AlphaMetrix Managed Futures LLC (Aspect Series)
   
AlphaMetrix Managed
             
   
Members
   
Sponsor
   
Total
   
Futures LLC
             
   
Amount
   
Units
   
Amount
   
Units
   
Amount
   
Units
   
Amount
   
Units
             
Members capital at January 1, 2011
  $ 63,839,812       50,277.92     $ 10,310       8.12     $ 63,850,122       50,286.04     $ 63,850,122       50,286.04              
Members' subscriptions
    8,787,217       6,938.61       -       -       8,787,217       6,938.61       8,787,217       6,938.61              
Members' redemptions
    (2,673,879 )     (2,117.15 )     -       -       (2,673,879 )     (2,117.15 )     (2,673,879 )     (2,117.15 )            
Noncontrolling interest
    -       -       -       -               -               -              
Net investment income/(loss)
    (978,150 )     -       (144 )     -       (978,294 )     -       (978,294 )     -              
Net realized and unrealized gain/(loss)
                                                                           
allocated from AlphaMetrix
                                                                           
Aspect Fund - MT0001
    687,522       -       100       -       687,622       -       687,622       -              
Members' capital at March 31, 2011
  $ 69,662,522       55,099.38     $ 10,266       8.12     $ 69,672,788       55,107.50     $ 69,672,788       55,107.50              
                                                                             
Net asset value per unit at January 1, 2011
  $ 1,269.739             $ 1,269.739                                                      
Change in net asset value per unit
    (5.432 )             (5.432 )                                                    
Net asset value per unit at March 31, 2011
  $ 1,264.307             $ 1,264.307                                                      
                                                                             
   
As if Consolidated
 
   
AlphaMetrix Managed Futures LLC (Aspect Series)
                                   
AlphaMetrix Managed
 
   
Members
   
Sponsor
   
Noncontrolling interest
   
Total
   
Futures LLC
 
   
Amount
   
Units
   
Amount
   
Units
   
Amount
   
Units
   
Amount
   
Units
   
Amount
   
Units
 
Members capital at January 1, 2011
  $ 63,839,812       50,277.92     $ 10,310       8.12     $ 8,236,721       n/a     $ 72,086,843       50,286.04     $ 72,086,843       50,286.04  
Members' subscriptions
    8,787,217       6,938.61       -       -       -       n/a       8,787,217       6,938.61       8,787,217       6,938.61  
Members' redemptions
    (2,673,879 )     (2,117.15 )     -       -       -       n/a       (2,673,879 )     (2,117.15 )     (2,673,879 )     (2,117.15 )
Noncontrolling interest
    -       -       -       -       1,471       n/a       1,471       -       1,471       -  
Net investment income/(loss)
    (978,150 )     -       (144 )     -       (4,481 )     n/a       (982,775 )     -       (982,775 )     -  
Net realized and unrealized gain/(loss)
                                                                               
allocated from AlphaMetrix
                                                                               
Aspect Fund - MT0001
    687,522       -       100       -       92,923       n/a       780,545       -       780,545       -  
Members' capital at March 31, 2011
  $ 69,662,522       55,099.38     $ 10,266       8.12     $ 8,326,634       n/a     $ 77,999,422       55,107.50     $ 77,999,422       55,107.50  
                                                                                 
Net asset value per unit at January 1, 2011
  $ 1,269.739             $ 1,269.739                                                          
Change in net asset value per unit
    (5.432 )             (5.432 )                                                        
Net asset value per unit at March 31, 2011
  $ 1,264.307             $ 1,264.307                                                          
                                                                                 
   
Effect of Change
 
   
AlphaMetrix Managed Futures LLC (Aspect Series)
                                   
AlphaMetrix Managed
 
   
Members
   
Sponsor
   
Noncontrolling interest
   
Total
   
Futures LLC
 
   
Amount
   
Units
   
Amount
   
Units
   
Amount
   
Units
   
Amount
   
Units
   
Amount
   
Units
 
Members capital at January 1, 2011
  $ -       -     $ -       -     $ 8,236,721       n/a     $ 8,236,721       -     $ 8,236,721       -  
Members' subscriptions
    -       -       -       -       -       n/a       -       -       -       -  
Members' redemptions
    -       -       -       -       -       n/a       -       -       -       -  
Noncontrolling interest
    -       -       -       -       1,471       n/a       1,471       -       1,471       -  
Net investment income/(loss)
    -       -       -       -       (4,481 )     n/a       (4,481 )     -       (4,481 )     -  
Net realized and unrealized gain/(loss)
                                                            -               -  
allocated from AlphaMetrix
                                                            -               -  
Aspect Fund - MT0001
    -       -       -       -       92,923       n/a       92,923       -       92,923       -  
Members' capital at March 31, 2011
  $ -       -     $ -       -     $ 8,326,634       n/a     $ 8,326,634       -     $ 8,326,634       -  
                                                                                 
Net asset value per unit at January 1, 2011
  $ -             $ -                                                          
Change in net asset value per unit
    -               -                                                          
Net asset value per unit at March 31, 2011
  $ -             $ -                                                          
 
 
- 13 -

 
 
(2)
Summary of Significant Accounting Policies

The accounting records for the Platform and Series are maintained in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Following is a summary of significant accounting policies consistently followed in the preparation of the financial statements. The Platform includes the accounts of the Aspect Series.
 
Investment
 
The Series invests substantially all of its assets in the Master Fund. The Series’ investment in the Master Fund is carried at fair value and represents the Series’ pro rata interest in the net assets of the Master Fund as of the close of business on the relevant valuation date. The Master Fund’s assets are carried at fair value. At each valuation date, the Master Fund’s income, expenses, net realized gain/(loss) and net increase/(decrease) in unrealized appreciation/(depreciation) are allocated to the Series based on the Series’ pro rata interest in the net assets of the Master Fund, and recorded in the Series’ Statements of Operations. The Master Fund provides the Series with daily estimated net asset valuations. The unaudited financial statements of the Master Fund are attached to this report as Exhibit 99.1 and should be read in conjunction with the Series’ financial statements.
 
Basis of Presentation

Pursuant to rules and regulations of the SEC, financial statements are presented for the Platform as a whole and for the Aspect Series. The accompanying financial statements and notes thereto include financial statements and footnote totals for the Fund as a whole. For the avoidance of doubt, the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular segregated series shall be enforceable only against the assets of such series and not against the assets of the Platform generally or any other segregated series. Accordingly, the assets of one segregated series of the Platform include only those funds and other assets that are paid to, held by or distributed to the Platform on account of and for the benefit of that segregated series, including, without limitation, funds delivered to the Platform for the purchase of Units in that segregated series. As of March 31, 2011 and 2010, and December 31, 2010, the Aspect Series exists as the only segregated series on the Platform.

The Series is a feeder fund to the Master Fund and other funds sponsored by the Sponsor invest in the Master Fund. At March 31, 2011, the Series’ investment in the Master Fund was $60,300,423, approximately 87.87% of the Master Fund’s net assets. In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 946 Financial Services – Investment Companies, the Series and the Master Fund are not consolidated.

Receivable from the Master Fund
 
Represents amounts due from the Master Fund for redemptions effective March 31, 2011 and 2010 but paid subsequent to year end.
 
Cash
 
Cash is maintained in the custody of commercial banks.
 
Prepaid assets
 
Prepaid asset represents insurance contracts that are maintained by the Series. Premiums paid are capitalized and expensed over the term of the contract.
 
Subscriptions received in advance
 
Subscriptions received in advance are subscriptions for Units effective subsequent to year end.
 
 
- 14 -

 

 
Redemptions payable
 
Redemptions payable are Unit redemptions effective March 31, 2011 and 2010 but paid subsequent to year end.
 
Income Taxes
 
The Platform follows the provisions of FASB ASC Topic 740, Income Taxes (“ASC 740”), related to accounting for uncertainty in income taxes. ASC 740 prescribes the minimum recognition threshold a tax position must meet in connection with accounting for uncertainties in income tax positions taken or expected to be taken by an entity before being measured and recognized in the financial statements. ASC 740 requires the evaluation of tax positions taken in the course of preparing the tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax benefits of positions not deemed to meet the more-likely-than-not threshold would be recorded as a tax expense in the current year. As of March 31, 2011 and 2010, no liability was recognized in connection with ASC 740. The Platform is subject to income tax examinations by tax authorities for all tax years since their respective inception date.
 
No provision has been made in the accompanying financial statements for U.S. federal or state income taxes. As the Series is a partnership for tax purposes, the Series’ Members are individually responsible for reporting income or loss based on such Investor’s share of the Series’ income and expenses as reported for income tax purposes.
 
Use of Estimates
 
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
 
Interest Income/Expense
 
Interest income and expense is recognized on an accrual basis. Interest income or expense may include (1) the allocation from the Master Fund of the Master Fund’s interest income/expense from its broker, or (2) interest income from the Series’ bank account.
 
Fair Value Measurements and Disclosures
 
FASB ASC 820, Fair Value Measurements and Disclosures (“ASC 820”) defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. ASC 820 also emphasizes that fair value is a market-based measurement, not an entity-specific measurement, and sets out a fair value hierarchy with the highest priority being quoted prices in active market. Under ASC 820, fair value measurements are disclosed by level within that hierarchy, as follows:
 
Level 1 — Values for investments classified as Level 1 are based on unadjusted quoted prices for identical investments in an active market. Since valuations are based on quoted prices that are readily accessible at the measurement date, valuation of these investments does not entail a significant degree of judgment.
 
Level 2 — Values for investments classified as Level 2 are based on quoted prices for similar investments in an active or non-active markets for which all significant inputs are observable either directly or indirectly. Level 2 inputs may also include discounts related to restrictions on the investments.
 
Level 3 — Values for investments categorized as Level 3 are based on prices or valuation techniques that require inputs that are both significant to the fair value and unobservable, including valuations by the Sponsor or custodian in the absence of readily ascertainable market values.
 
The Series invests its assets in the Master Fund. The classification of the Master Fund’s investments in accordance with ASC 820 is discussed in the notes to the financial statements of the Master Fund.
 
 
- 15 -

 

 
Derivative Instruments
 
FASB ASC 815, Derivatives and Hedging (“ASC 815”) requires qualitative disclosure about objectives and strategies for using derivatives, quantitative disclosures about fair value amounts of and gains and losses on derivative instruments and disclosures about credit-risk-related contingent features in derivative agreements. The Series invests substantially all of its assets in its Master Fund which engages in the speculative trading of U.S. and foreign futures contracts, options on futures contracts, and forward currency contracts (collectively “derivatives”). The disclosures required by ASC 815 for the Master Fund are discussed in the notes to the financial statements of the Master Fund. The Series does not directly trade derivatives.
 
Distributions
 
The Sponsor does not intend to make any distributions. Consequently, in order to pay the taxes attributable to their investment in the Series, Members must either redeem Units or pay such taxes from other sources.
 
Subscriptions
 
Units are purchased generally at the beginning of each calendar month based on the net asset value per Unit for all other purposes (see Note 3) calculated for the prior month-end.

Completed Subscription Agreements relative to each series must be received by the appropriate Selling Agent no later than seven calendar days prior to the first day of any month in which a Member intends to invest. Members are initially issued units at $1,000 per unit as of the date of the commencement of operations and at the current Net Asset Value (“NAV”) for all dates thereafter.
 
Existing Members may make an additional investment by completing, and submitting to the Selling Agents, a short-form Subscription Agreement, as provided by the Sponsor.
 
The Sponsor, in its sole discretion and for any reason, may decline to accept the subscription of any prospective Member.
 
Redemptions
 
Units may be redeemed as of the end of any calendar month (each, a “Redemption Date”) at the Net Asset Value per Unit at such Redemption Date. Redemption requests must be received by the 15th day of the calendar month of such Redemption Date or the following business day if the 15th is not a business day. The Sponsor may permit redemptions at other times and on shorter notice.
 
The Net Asset Value of redeemed Units is determined as of the Redemption Date for purposes of determining the redemption proceeds due to Members. Members will remain subject to fluctuations in such Net Asset Value during the period between submission of their redemption requests and the applicable Redemption Date. The Net Asset Value of Units on the designated Redemption Date may differ materially from the Net Asset Value of such Units as of the date on which an irrevocable redemption request must be submitted.
 
When Units are redeemed (or exchanged), any accrued fees (including performance fees) and expenses reduce the redemption proceeds paid to members.

Indemnifications
 
In the normal course of business, the Series enters into contracts and agreements that contain a variety of representations and warranties and which would provide general indemnifications. The maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Series that have not yet occurred. The Series expects the risk of any future obligation under these indemnifications to be remote.
 
 
- 16 -

 

(3)           Related Party Transactions

2011

Each Member or Member-related account is subject to an upfront, waivable placement fee of 0%-2% of the subscription price of the Units, which will be paid once by the relevant Member (not by the Series or by the Sponsor) on each of such Member’s subscriptions to the Series to UBS Financial Services Inc. (“UBS FS”), an affiliate of the Clearing Broker and former sponsor (see Note 1). The placement fee payable on such initial subscription is deducted from the subscription amount by UBS FS. Upfront placement fees of $65,093 and $8,264 for the three months ended March 31, 2011 and 2010, respectively, were deducted from proceeds received from the Members.

Members are subject to an ongoing sales commission paid to UBS FS and Credit Suisse Securities LLC, equal to 2% per annum of the month-end net asset value for all other purposes (see below). The Series incurred sales commissions of $344,792 and $303,409 for the three months ended March 31, 2011 and 2010, respectively, and accrued $116,890 and $104,632 owed to UBS FS and Credit Suisse Securities LLC at March 31, 2011 and 2010, respectively. UBS FS or Credit Suisse Securities LLC, in consultation with the Sponsor, may waive or reduce the sales commission for certain Members without entitling any other Member to such waiver or reduction. Additionally, effective January 1, 2008, 0.50% of the 2.0% management fee is shared by the Trading Advisor with UBS FS (refer to Note (4) for further details on the management fee).

The Sponsor receives a monthly sponsor fee of 0.04166 of 1% (a 0.50% annual rate) of the Series’ month-end net asset value for all other purposes, including interest income, of a Member’s investment in the Series for such month. The Sponsor reserves the right to waive or reduce the fee at its sole discretion. The Series incurred Sponsor’s fees of $86,198 and $75,854 for the three months ended March 31, 2011 and 2010, respectively, and accrued $58,360 and $26,158 payable to the Sponsor at March 31, 2011 and 2010, respectively.
 
The former sponsor paid all expenses incurred in connection with the organizational and initial offering of the Units at the Series level. As described in the Series’ current Confidential Disclosure Document, the Series reimbursed the former sponsor for these costs. For financial reporting purposes in conformity with GAAP, the Series expensed the total organizational costs of $208,820 when incurred and deducted the initial offering costs of $119,732 from Members’ capital as of March 16, 2007 (the date of commencement of operations of the Series) (“net asset value for financial reporting” or the “net asset value per Unit for financial reporting”). For all other purposes, including determining the net asset value per Unit for subscription and redemption purposes, the Series amortizes organizational and initial offering costs over a 60 month period (“net asset value for all other purposes” or the “net asset value per Unit for all other purposes”).
 
Net Asset Value

The quarterly net asset value and net asset value per Unit since commencement of operations are as follows:
 
 
- 17 -

 
 
   
Net Asset Value
         
Net Asset Value per Unit
 
   
All Other Purposes
   
Financial Reporting
   
Number of Units
   
All Other Purposes
   
Financial Reporting
 
Price at Commencement*
                    $ 1,000.00     $ 1,000.00  
March 31, 2007
  $ 7,805,411     $ 7,479,686       7,760.62       1,005.772       963.801  
June 30, 2007
    13,409,546       13,100,248       11,988.08       1,118.573       1,092.773  
September 30, 2007
    18,932,687       18,639,817       18,241.85       1,037.871       1,021.816  
December 31, 2007
    16,034,264       15,757,821       14,700.02       1,090.765       1,071.959  
March 31, 2008
    20,507,363       20,247,348       17,025.49       1,204.509       1,189.237  
June 30, 2008
    50,168,558       49,924,971       40,063.82       1,252.216       1,246.136  
September 30, 2008
    59,013,279       58,786,119       52,463.77       1,124.839       1,120.509  
December 31, 2008
    71,216,262       71,005,529       53,002.45       1,343.641       1,339.665  
March 31, 2009
    66,062,490       65,868,185       50,663.64       1,303.950       1,300.108  
June 30, 2009
    48,597,098       48,419,221       43,344.52       1,121.182       1,117.074  
September 30, 2009
    65,446,804       65,285,354       55,797.55       1,172.933       1,170.040  
December 31, 2009
    59,653,082       59,508,061       52,355.78       1,139.379       1,136.609  
March 31, 2010
    61,712,630       61,584,036       52,710.17       1,170.792       1,168.352  
June 30, 2010
    58,685,934       58,573,769       50,598.99       1,159.824       1,157.607  
September 30, 2010
    62,864,771       62,769,032       51,344.51       1,224.372       1,222.507  
December 31, 2010
    63,929,433       63,850,122       50,286.04       1,271.316       1,269.739  
March 31, 2011
    69,735,670       69,672,788       55,107.50       1,265.448       1,264.307  
                                         
Total return after performance fee, from the commencement of operations through the period ended March 31, 2011
 
                              26.54 %     26.43 %
* Commencement of operations of the Series was March 16, 2007
                 
 
(4)           Advisory Agreement

The Series will pay its own operating costs plus its proportionate share of the Master Fund’s expenses, including, without limitation: ongoing offering expenses; trading costs (including execution and clearing brokerage commissions); forward and other over-the-counter trading spreads; administrative, transfer, exchange and redemption processing, legal, regulatory, reporting, filing, tax, audit, escrow, accounting and printing fees and expenses, as well as extraordinary expenses. Such operating costs are allocated pro rata among the Units based on their respective net asset values for all other purposes. These expenses are paid in addition to the other expenses described below.
 
The Sponsor has retained outside service providers to supply certain services, including, without limitation, tax reporting, accounting, legal, and escrow services. Operating costs include the Series’ allocable share of the fees and expenses of such outside service providers.
 
Under signed agreement, the Trading Advisor for the Series receives a monthly Management Fee at the rate of 0.167% (a 2% annual rate) of the Series’ month-end net asset value for all other purposes (see Note 3) calculated before reduction for any Management Fees, Performance Fees, Sponsor’s Fees, Sales Commission or extraordinary fees accrued (including Performance Fees accrued in a prior month) as of such month-end and before giving effect to any capital contributions made as of the beginning of the month immediately following such month-end and before any distributions or redemptions accrued during or as of such month-end, but after all expenses as of such month-end. The Series incurred Management Fees of $345,478 and $303,919 for the three months ended March 31, 2011 and 2010, respectively, and accrued $0 owed to the Trading Advisor at March 31, 2011 and 2010, respectively.
 
 
- 18 -

 
 
Also, under signed agreement, the Trading Advisor receives a quarterly Performance Fee equal to 20% of the new net trading profits, if any, of the Series calculated before deducting the Administrative Fee, the Sponsor’s Fee and Sales Commission but after deducting the Management Fee. The Series incurred Performance Fees of $66,251 and $0 during the three months ended March 31, 2011 and 2010, respectively, and accrued $0 owed to the Trading Advisor at March 31, 2011 and 2010, respectively.
 
As the Management and Performance Fees are paid out of the Master Fund, via a redemption by the Series from the Master Fund, the amounts of Management and Performance Fees owed to the Trading Advisor as of March 31, 2011 and 2010 are reflected on the Master Fund’s Statement of Financial Condition as Payable to Trading Advisor.
 
(5)           Trading Activities and Related Market and Credit Risk

Through its investment in the Master Fund, the Series engages in the speculative trading of U.S. and foreign futures contracts and forward contracts. This includes both financial and non-financial contracts held as part of a diversified trading strategy. The Series is exposed to both market risk and credit risk through its investment in the Master Fund. Derivative financial instruments speculatively traded by the Master Fund can include U.S. and foreign futures and options on futures contracts, exchange for physical transactions, forward currency contracts and swap contracts (collectively, “derivatives”) whose values are based upon an underlying asset, indices, or reference rates, and generally represent future commitments to exchange cash flows, or to purchase or sell other financial instruments at specified future dates. A derivative contract may be traded on an exchange or over the counter (“OTC”). Exchange-traded derivatives are standardized and include futures and option on futures contracts. OTC derivative contracts are negotiated between contracting parties and include forwards, swaps, and certain options. Derivatives are subject to various risks similar to those related to the underlying financial instruments including market and credit risks.
 
Market risk is the potential for changes in the value of derivatives due to market changes, including interest and foreign exchange rate movements and fluctuations in commodity and security prices. Market risk is directly impacted by the volatility and liquidity in the markets in which the related underlying assets are traded. The market risk is managed by the Master Fund Trading Advisor according to its trading program. The Master Fund is exposed to a market risk equal to the notional contract value of the derivatives contracts purchased and unlimited liability on such contracts sold short.
 
Credit risk is the possibility that a loss may occur due to the failure of a counterparty to perform according to the terms of a contract. Credit risk due to exchange traded financial instruments is significantly reduced by the regulatory requirements of the individual exchanges on which the instruments are traded. At any point in time, the credit risk for OTC derivatives is limited to the net unrealized gain as reported in the Master Fund’s Condensed Statements of Financial Condition for each counterparty for which a netting agreement exists, if any. In a similar fashion, liabilities represent net amounts owed to counterparties. This netting basis is executed across products and cash collateral when these provisions are specified in the netting agreement.
 
Purchase and sale of futures contracts requires margin deposits with the Clearing Broker. Additional deposits may be necessary for any loss on contract value. The Commodity Exchange Act requires a broker to segregate all customer transactions and assets from such broker’s proprietary activities. A customer’s cash and other property (for example, U.S. Treasury bills) deposited with a broker are considered commingled with all other customer funds subject to the broker’s segregation requirements. In the event of a broker’s insolvency, recovery may be limited to a pro rata share of segregated funds available. It is possible that the recovered amount could be less than total cash and other property deposited.
 
The Master Fund trades forward currency contracts in unregulated markets between principals and assumes the risk of loss from counterparty nonperformance. Accordingly, the risks associated with forward currency contracts are generally greater than those associated with exchange traded contracts because of the greater risk of counterparty default. Additionally, the trading of forward currency contracts typically involves delayed cash settlement.
 
The Master Fund has a substantial portion of its assets on deposit with a counterparty. In the event of the counterparty’s insolvency, recovery of the Master Fund’s assets on deposit may be limited to account insurance or other protection afforded such deposits.
 
To evaluate and monitor counterparty risk of the Clearing Broker for each counterparty, the AlphaMetrix Risk Department initially evaluates the credit ratings from the major agencies: Moody’s, Standard & Poor’s and Fitch Ratings. Credit ratings and outlooks are monitored daily for downgrades whereby an investigation is initiated upon
 
 
- 19 -

 
 
an adverse occurrence. Further, any large decline in the daily stock price also triggers an investigation. Lastly, quarterly reports on earnings and future outlooks from counterparties are reviewed and analyzed for unfavorable results by the Risk Department.
 

(6)           Financial Highlights
 
 
The following financial highlights show the Series’ financial performance for the three months ended March 31, 2011 and 2010, respectively, in the table below.  All performance returns noted are calculated based on the net asset value per Unit for financial reporting, with organizational costs incurred prior to issuance of Units being expensed at the commencement of the operations of the Series.  Total return is calculated as the change in a theoretical Member’s investment over the entire period-a percentage change in the Member’s capital value for the period. The information has been derived from information presented in the condensed financial statements.
 
Regarding the information shown in the table below:
 
 
·  
Per Unit operating performance is computed based upon the weighted-average net Unit for the period ended March 31, 2011 and 2010.  Total return is calculated as the change in the net asset value per Unit for the three months ended March 31, 2011 and 2010 and is not annualized.
 
 
·  
The net investment loss and total expense ratios are computed based upon the weighted average net assets for the three months ended March 31, 2011 and 2010. Weighted average net assets include the performance fee and are computed using month-end net assets. Net investment loss and expenses include the Series proportionate share of the Master Fund’s investment income (loss) and expenses, respectively. Such ratios have been annualized, with the exception of the performance fee.
 
An individual member’s total return and ratios may vary from those below based on the timing of capital transactions.
 
 
- 20 -

 
 
   
Three Months Ended March 31, 2011
   
Three Months Ended March 31, 2010
 
Members’ capital per Unit at beginning of period
  $ 1,269.739     $ 1,136.609  
                 
Per Unit data (for a unit outstanding throughout the period)
               
   Net investment loss
    (18.232 )     (15.303 )
   Net realized and unrealized gain on investments
    12.800       47.046  
Total from investment operations
    (5.432 )     31.743  
                 
Members’ capital per Unit at end of period
  $ 1,264.307     $ 1,168.352  
                 
Total return:
               
   Total return before performance fee
    (0.33 %)     2.79 %
   Performance fee
    (0.10 %)     0.00 %
   Total return after performance fee
    (0.43 %)     2.79 %
                 
Ratios to average Members’ capital
               
   Net investment loss
    (5.47 %)     (5.40 %)
                 
   Expenses:
               
      Expenses
    5.37 %     5.41 %
      Performance fee
    0.10 %     0.00 %
         Total expenses
    5.47 %     5.41 %

(7)         Subsequent Events

In accordance with FASB ASC 855, Subsequent Events, the Series has evaluated and disclosed all subsequent events through the date the financial statements are issued. Except for the matters discussed in the following paragraph, there are no material events that would require disclosure in or adjustment to the Series’ financial statements through this date.

Member Subscriptions and Redemptions

Subsequent to March 31, 2011, Members subscribed $2,117,492 (of which $2,117,492 represents subscriptions received in advance as of March 31, 2011) and redeemed $251,897 (of which $251,897 represents redemptions payable at March 31, 2011) through the issue date of the financial statements on May 13, 2011.

Item 2:  Management’s Discussion and Analysis of Financial Condition and Results of Operations

Reference is made to Item 1 “Financial Statements.” The information contained therein is essential to, and should be read in connection with, the following analysis.
 
All figures and performance returns noted in this Item 2 are based on the net asset value and/or the net asset value per Unit for all other purposes, which complies with GAAP, except with respect to estimated organizational and initial offering costs (which are being amortized over 60 months) as described in the “Notes to Financial Statements
 
 
- 21 -

 
 
– (3) Related Party Transactions.”  All figures and performance returns communicated to investors are based on the net asset value and/or the net asset value per Unit for all other purposes.

In order to satisfy the Sponsor’s obligations under applicable anti-money laundering laws and regulations, investors will be required to make certain representations, warranties and covenants in the AlphaMetrix Managed Futures LLC Subscription Agreement concerning the nature of the investor, its investment in the Series and certain other related matters. In addition, the Sponsor reserves the right to request such additional information from investors as the Sponsor, in its sole discretion, requires in order to satisfy its anti-money laundering obligations. By subscribing for Units, each Member agrees to provide such information to the Sponsor upon its request.

Operational Overview
 
This performance summary describes the manner in which the Series has performed in the past and is not an indication of future performance.  While certain market movements are attributable to various market factors, such factors may or may not have caused such movements but they may have simply occurred at or about the same time.

The Series is unlikely to be profitable in markets in which trends do not occur.  Static or erratic prices are likely to result in losses.  Similarly, sharp trend reversals, which can be caused by many unexpected events, can lead to major short-term losses, as well as gains.

While there is no assurance the Series will profit in any market condition, markets having substantial and sustainable price movements offer the best profit potential for the Series.

Liquidity

Virtually all of the Series’ capital is held in cash at a bank or invested in the Master Fund. The Series’ investment in the Master Fund is held as cash or investment at the Master Fund’s Clearing Broker and used to margin the futures and forward currency positions and is withdrawn, as necessary, to pay redemptions and expenses. The Series does not maintain any sources of financing other than that made available by the Master Fund’s Clearing Broker to fund foreign currency settlements for those instruments transacted and settled in foreign currencies. The Master Fund pays prevailing market rates for such borrowings.

A portion of the assets maintained at the Master Fund’s Clearing Broker is restricted cash required to meet maintenance margin requirements. Included in cash deposits with the Clearing Brokers as of March 31, 2011 and 2010 was restricted cash for margin requirements of $7,837,363 and $6,344,788, respectively. This cash becomes unrestricted if the underlying positions it supports are liquidated.
 
 
Other than potential market-imposed limitations on liquidity, due, for example, to limited open interest in certain futures markets or to daily price fluctuation limits, which are inherent in the Master Fund’s futures and forward currency trading, the Master Fund’s and the Series’ assets are highly liquid and are expected to remain so. Because the Master Fund’s assets are held in cash, it expects to be able to liquidate all of its open positions or holdings quickly and at prevailing market prices, except in unusual circumstances. This generally permits the Trading Advisor to enter and exit markets, leverage and deleverage in accordance with its strategy. From its commencement of operations on March 16, 2007 through March 31, 2011, the Master Fund experienced no meaningful periods of illiquidity in any of the markets in which it traded.

The Series processed redemptions on a monthly basis. The Series incurred redemptions of $2,673,879 (2,117.15 units) and $1,826,264 (1,591.04 units) for the three months ended March 31, 2011 and 2010, respectively, of which $251,897 remained unpaid and is included in redemptions payable to investors in the Series at March 31, 2011.

Capital Resources

The Series’ Units may be offered for sale as of the beginning, and may be redeemed as of the end, of each month.

The amount of capital raised for the Series is not expected to have a significant impact on its operations, as the Series has no significant capital expenditure or working capital requirements other than for investment in the Master
 
 
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Fund and Member redemptions. The amount of capital invested in the Master Fund is not expected to have a significant impact on the Master Fund’s operations, as the Master Fund has no significant capital expenditure or working capital requirements other than for monies to pay trading losses, trading costs and expenses. Within broad ranges of capitalization, the Master Fund’s trading positions should increase or decrease in approximate proportion to the size of the Series’ investment in the Master Fund.

The Series raises additional capital only through the sale of Units and capital is increased through trading profits (if any).  The Series does not maintain any sources of financing other than that made available by the Clearing Broker to fund foreign currency settlements for those instruments transacted and settled in foreign currencies.

The Series raises additional capital only through the sale of Units and capital is increased through the Series’ pro rata share of the Master Fund’s trading profits (if any). The Series does not maintain any sources of financing. The Master Fund does not maintain any sources of financing other than that made available by the Clearing Brokers to fund foreign currency settlements for those instruments transacted and settled in foreign currencies.

The Master Fund may trade a variety of futures-related instruments, including (but not limited to) instruments related to bonds, currencies, interest rates, equities, equity indices, debt securities and selected physical commodities and derivatives. Risk arises from changes in the value of these contracts (market risk) and the potential inability of counterparties or brokers to perform under the terms of their contracts (credit risk). Market risk is generally to be measured by the face amount of the futures positions acquired and the volatility of the markets traded. The credit risk from counterparty non-performance associated with these instruments is the net unrealized gain, if any, on these positions plus the value of the margin or collateral held by the counterparty. The risks associated with exchange-traded contracts are generally perceived to be less than those associated with over-the-counter transactions (“OTC”), because exchanges typically (but not universally) provide clearinghouse arrangements in which the collective credit (in some cases limited in amount, in some cases not) of the members of the exchange is pledged to support the financial integrity of the exchange. In over-the-counter transactions, on the other hand, traders must rely solely on the credit of their respective individual counterparties. Margins that may be subject to loss in the event of a default are generally required in exchange trading, and counterparties may require margin or collateral in the OTC markets.

The Master Fund’s Trading Advisor attempts to control risk in all aspects of the investment process, although there can be no assurance that it will, in fact, succeed in doing so. The Master Fund is designed to take market risk on a systematic basis across a broad portfolio of liquid markets and to monitor and minimize exposure to all other risks, such as credit and liquidity risks. The trading systems used include various proprietary systems that are designed to control the risk taken at the individual position level as well as at the overall portfolio level. The Trading Advisor monitors and seeks to control market risk within limits at both sector and portfolio levels.

The financial instruments traded by the Master Fund contain varying degrees of off-balance sheet risk whereby changes in the market values of the futures and forward contracts or the satisfaction of the obligations may exceed the amount recognized in the Master Fund’s Condensed Statement of Financial Condition, however, the Series exposure to such risk is limited to its investment in the Master Fund.

Due to the nature of the Series’ business, a substantial portion of the Series’ assets are represented by cash except for that portion of the Series’ assets invested in the Master Fund, while the Series maintains its market exposure, via its investment in the Master Fund, through open futures and forward contract positions.

Futures contracts are settled by offset and are generally cleared by the exchange clearinghouse function. Open futures positions are marked to market each trading day and the Master Fund’s trading accounts are debited or credited accordingly. Spot and forward currency transactions conducted in the interbank market are settled by netting offsetting positions or payment obligations and by cash payments.

The value of the Master Fund’s cash and financial instruments is not materially affected by inflation. Changes in interest rates, which are often associated with inflation, could cause the value of certain debt securities to decline, but only to a limited extent. More importantly, changes in interest rates could cause periods of strong up or down market price trends, during which the Series’ profit potential generally increases. However, inflation can also give rise to markets which have numerous short price trends followed by rapid reversals, in which the Series is likely to suffer losses.
 
 
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Results of Operations

General

The Trading Advisor manages the assets of the Series pursuant to its Aspect Diversified Program (the “Program”).  The Program is a broadly diversified global trading system that deploys multiple trading strategies that seeks to identify and exploit directional moves in market behavior of a broad range of global financial instruments on a variety of underlying interests including but not limited to bonds, currencies, interest rates, equities, equity indices, debt securities and selected physical commodities and derivatives.  By maintaining comparatively small exposure to any individual market, the aim is to achieve real diversification.  The Program seeks to maintain positions in a variety of markets.  Market concentration varies according to the strength of signals, volatility and liquidity, among other factors.
 
The Program employs a fully automated system to collect, process and analyze market data (including current and historical price data) and identify and exploit directional moves, or “trends”, in market behavior, trading across a variety of frequencies to exploit trends over a range of timescales.  Positions are taken according to the aggregate signal and are adjusted to control risk.
 
The investment objective of the Program is to generate significant medium term capital growth independent of overall movements in traditional stock and bond markets within a rigorous risk management framework.  This investment objective is intended to be achieved via the investment policy for the Program, which is to trade relevant asset classes applying the Program.
 
The core objectives of the Program are:
 
(i)        to produce strong medium-term capital appreciation (“medium-term” generally referring to a three- to five-year time period);
 
(ii)       to seek and exploit profit opportunities in both rising and falling markets using a disciplined quantitative investment process;
 
(iii)      to seek non-correlation with the broad bond and stock markets and thereby play a valuable role in enhancing the risk/return profile of traditional investment portfolios; and
 
(iv)      to minimize risk by operating in a diverse range of markets and sectors using a consistent investment process that adheres to pre-defined and monitored risk limits and determines market exposure in accordance with factors including (but not limited to) market correlation, volatility, liquidity and the cost of market access.
 
The Master Fund’s account traded pursuant to the Program may experience returns that differ from other Trading Advisor accounts traded pursuant to the same Program due to, among other factors: (a) regulatory constraints on the ability of the Series to have exposure to certain contracts; (b) the Series’ selection of the Clearing Broker, which affects access to markets; (c) the effect of intra-month adjustments to the trading level of the account; (d) the manner in which the account’s cash reserves are invested; (e) the size of the Series’ account; (f) the Series’ functional currency, the U.S. Dollars (“USD”); and (g) the particular futures contracts traded by the Series’ account.  Additionally, certain markets may not be liquid enough to be traded for the Series’ account.
 
The investment approach that underpins the Program is proprietary.  The Trading Advisor’s investment philosophy has remained consistent and involves a scientific approach to investment driven by the Trading Advisor’s belief that market behavior is not random but rather contains statistically measurable and predictable price movements and anomalies which, through sophisticated quantitative research and a disciplined approach, can be successfully identified and exploited for profit.

The Program is proprietary and highly confidential to the Trading Advisor.  Accordingly, the description of the Program as contained herein is general only and is not intended to be exhaustive or absolute.

The Trading Advisor was established in 1997 by Anthony Todd, Dr. Eugene Lambert, Martin Lueck and Michael Adam, all of whom were involved in the development of Adam, Harding and Lueck Limited (“AHL”), now part of Man Group plc, where they advanced the application of systematic quantitative techniques in managed futures
 
 
- 24 -

 
 
investment.  The Trading Advisor has grown to a team of over 110 employees and manages approximately $4.1 billion as of October 29, 2010.  The Trading Advisor is a limited liability company registered in England and Wales, which is regulated in the United Kingdom by the Financial Services Authority.  Since October 1999, the Trading Advisor has been a member of NFA and has been registered with the CFTC as a commodity trading advisor and commodity pool operator.  The Trading Advisor has also been registered with NFA as a principal of its commodity trading advisor subsidiary Aspect Capital Inc. since August 2004.  The Trading Advisor has also been registered with the SEC as an investment adviser since October 2003.

The Series commenced trading activities March 16, 2007 with an initial capitalization of $7,760,620, of which $5,000,000 was contributed by the Trading Advisor as seed capital.  On December 31, 2007 the Trading Advisor redeemed the full value of its seed capital.  As of March 31, 2011, the Series had a capitalization of $69,735,670 based on the net asset value for all other purposes, as defined.

Performance Summary

Quarter ending March 31, 2011

This performance description is a brief summary of how the Series performed during the quarter ending March 31, 2011, and not necessarily an indication of how it will perform in the future. In addition, the general causes to which certain price movements are attributed may or may not in fact have caused such movements, but simply may have occurred at or about the same time. The Series’ past results are not necessarily indicative of future results.

The Series ended March 31, 2011 with a year-to-date loss of (0.46%), based on the net asset value for all other purposes (see “Notes to Condensed Financial Statements – (3) Related Party Transactions”).

January 1, 2011 to March 31, 2011

The Series posted a (1.15%) loss for the month ending March 31, 2011, a loss of (0.46%) for the three months ended March 31, 2011 and an overall gain of 26.54% for the Series from the inception of trading on March 16, 2007 through March 31, 2011 (not annualized and based on net asset value per unit for all other purposes).

The Series returned (1.15%) in March.  The month began positively with long positions in oil and the products making gains as the Libyan turmoil continued. However, sentiment turned bearish following European sovereign downgrades and weak Chinese trade and inflation data. On March 11, 2011, the worst earthquake and tsunami in Japanese history devastated the country. Japanese equities sold off sharply, resulting in the Series’ long positions in the Nikkei and Topix being the month’s worst performers. The sell-off in equities spread across the globe on worries about the implications for global growth. In response to these events, positions in the portfolio were systematically reduced. Agricultural markets also sold off to the detriment of the Series' long positions. Signs that the political turmoil in Ivory Coast may be easing caused the cocoa price to tumble from near 33-year highs. Strong US economic data released later in the month enabled the Series to recoup some of its earlier losses from stock indices and commodities. Expectations of an interest rate increase by the European Central Bank resulted in the Euro strengthening against the USD, to the benefit of the Series. These expectations also resulted in gains from the Series’ short position in Euribor, which were partly offset by losses from long exposure to Eurodollar after the US Federal Reserve announced that they would begin unwinding some stimulus measures.

The Series posted a 2.28% return for the month ending February 28, 2011, a 0.70% gain for the year to date as of February 28, 2011 and an overall gain of 28.02% for the Series from the inception of trading on March 16, 2007 to February 28, 2011 (not annualized).

The Series returned 2.28% in February.  Following robust economic and earnings data, global stock markets rose at the start of the month with the S&P 500 pushing above the 1,300 level and doubling the low achieved in March 2009.  However, tension in North Africa and the Middle East increased towards the end of the month, causing the oil price to soar.  The Series made gains from its long positions in oil and its products, making energies the top sector for the month.  In response to the geopolitical concerns, stock markets sold off and the Series gave back some of its earlier profits from stock indices.  Metals prices generally increased during the month.  Some industrial metals rose due to supply concerns and rising global demand, while precious metals rose as safe-haven appeal returned to the
 
 
- 25 -

 
 
market, with silver hitting a 30-year high.  Gains were partly offset by losses from the fixed income sectors.  Bonds rallied amid the flight to safety, to the detriment of the Series' short positions in the sector.  Commodity-linked currencies found support as the political turmoil boosted raw materials prices.  Profits were also seen from the Series' net short exposure to the USD as it lost ground against several currencies including Sterling, which was supported by speculation that the Bank of England may raise interest rates earlier than the US Federal Reserve.

The Series posted a (1.55%) loss for the month of January 2011 and an overall gain of 25.16% for the Series from the inception of trading on March 16, 2007 to January 31, 2011 (not annualized).

The Series returned (1.55%) in January. There were two main themes that drove markets during the month: civil unrest in North Africa and increased concerns about inflation. The People’s Bank of China raised its reserve ratio requirement for the fourth time in two months in an effort to prevent its economy from overheating. Meanwhile, in Europe, ECB President Jean-Claude Trichet signalled a potential for interest rate increases in the Eurozone after inflation data exceeded forecasts. The Series incurred losses from its long Euribor and Schatz holdings but benefited from a weaker Euro. In addition, the bonds sector saw losses from the short positions in Australian instruments as the severe flooding saw prices rally on safe haven demand. In commodities, the main losses came from silver and gold which were both affected by profit-taking after silver hit multi-decade highs and gold reached all-time highs, reinforced by some stronger economic news during the month. By contrast, the energies sector was the month's best performer. Concerns about the Egyptian crisis drove Brent crude, gas oil and heating oil higher, to the benefit of the Series’ long positions across the oils complex. In agriculturals, the Series’ long positions continued to generate positive performance as prices in grains and softs moved upwards, further fuelling the inflation debate.

Quarter ending March 31, 2010

This performance description is a brief summary of how the Series performed during the quarter ending March 31, 2010, and not necessarily an indication of how it will perform in the future. In addition, the general causes to which certain price movements are attributed may or may not in fact have caused such movements, but simply may have occurred at or about the same time. The Series’ past results are not necessarily indicative of future results.

The Series ended March 31, 2010 with a year-to-date return of 2.76%, based on the net asset value for all other purposes (see “Notes to Condensed Financial Statements – (3) Related Party Transactions”).

January 1, 2010 to March 31, 2010

The Series posted a 3.47% return for the month ending March 31, 2010, a gain of 2.76% for the three months ended March 31, 2010 and an overall gain of 17.08% for the Series from the inception of trading on March 16, 2007 through March 31, 2010 (not annualized and based on net asset value per unit for all other purposes).

The Series finished March with a net return of 3.47%. Data releases pointing to economic recovery drove the prices of risky assets higher, despite some continued concerns about European sovereign debt mid-month. Consequently, global stock markets rallied, producing good profits for the Series, and bond markets sold off. Japanese Government Bonds were the Series’ worst performer. In currencies, emerging market and commodity currencies strengthened against the USD to the benefit of the Series’ positions, while European interest rate markets were buoyed by concerns over Greece and poor economic data out of the United Kingdom. Commodities markets generally followed the direction of stock markets and finished the month higher. In energies, this resulted in positive performance on long positions in the oil complex, but the Series also profited on the short side from the decline in the natural gas price following milder weather in the United States and a build-up in inventories. In agricultural commodities, positive performance on short positions in corn and wheat was more than offset by losses in sugar and coffee. The sugar losses were incurred early in the month when prices fell to 11-week lows as the supply outlook improved. Good profits were seen in industrial metals, especially nickel which reached 22-month highs.

The Series posted a 2.27% return for the month ending February 28, 2010, a (0.69%) loss for the year to date as of February 28, 2010 and an overall gain of 13.15% for the Series from the inception of trading on March 16, 2007 to February 28, 2010 (not annualized).
 
 
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The Series finished February with a positive return of 2.27%. The month of February was, to a large degree, dominated by news-flow relating to the debt crisis within the Euro-zone. The prevailing macroeconomic sentiment oscillated between risk aversion and inflationary concerns with the former being marginally dominant over the calendar month. As a result the Series saw profits from the long positions in both short-term interest rate futures contracts and some bond markets. Positive performance was also seen in other sectors with the long positions in energy contracts benefiting from the further upward move in prices during the middle of the month and the weakness of the Euro and British Pound providing opportunity for profits in the currencies sector. Smaller positive contributions were seen from the small long exposures in both stock indices and metals; the price action in each of these sectors were similar as a sell-off at the beginning of the month was followed by a recovery during the remainder of the month as risk aversion fears dominated. The largest negative performance was seen in agricultural commodities. The longer-term bull market in sugar reversed sharply from multi-year highs as output in both Brazil and India rose.

The Series posted a (2.89%) loss for the month of January 2010 and an overall gain of 10.64% for the Series from the inception of trading on March 16, 2007 to January 31, 2010 (not annualized).

The Series finished January with a loss of (2.89%). After positive performance in the first two weeks of the year, a
reversal in investor risk appetite was the primary factor resulting in a loss for the calendar month. The change in sentiment was driven, in part, by disappointing earnings announcements and fears over potential monetary tightening in China as the People’s Bank of China increased banks’ reserve requirements and introduced measures aimed at curbing lending.

As a result the Series’ long positions in stock indices and the net short exposure to the USD saw losses. Long positions in fixed income markets benefited from the move toward risk aversion, some U.K. data and comments by both the Bank of England and the European Central Bank. In addition, the strengthening USD and poorer growth outlook also resulted in many commodities markets selling off. This was particularly detrimental to the Series’ long positioning in the oil complex and industrial metals. Oil prices faced additional downward pressure due to an increase in inventories and milder weather in the Unites States. In agriculturals, gains on the long exposure to sugar markets, whose price rallied due to supply concerns, more than offset losses on long positions in the soy complex and cotton.

Variables Affecting Performance

The principal variables that determine the net performance of the Series are gross profitability from the Series’ trading activity through its investment in the Master Fund and interest income.

The Series’ assets that are invested in the Master Fund are maintained at the Clearing Broker.  On assets held in USD, the Clearing Broker credits the Series with interest at the prevailing Federal Funds Rate less 50 basis points per annum.  In the case of non-USD instruments, the Clearing Broker lends to the Series all required non-U.S. currencies at a local short-term interest rate plus a spread of up to 100 basis points per annum (at current rates).  For deposits held in non-U.S. currencies, the Clearing Broker credits the local short-term interest rate less a spread of up to 200 basis points per annum (at current rates).

The Series’ management, Sponsor’s and administrative fees and the sales commissions are a constant percentage of the Series’ net asset value for all other purposes.  Brokerage commissions represent the Series’ proportionate share of the Master Fund’s Brokerage commissions. Master Fund Brokerage commissions are based on the volume of trades executed and cleared on behalf of the Master Fund. The performance fees payable to the Trading Advisor are based on the new net trading profits, if any, calculated at the Series level, excluding interest income and after reduction for brokerage commissions and certain other fees and expenses.

Most of the instruments traded by the Master Fund are highly liquid and can generally be closed out immediately, so that unrealized profits can generally be realized quickly if the relevant positions are closed out.
 
 
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Off-balance Sheet Arrangements
 
The Series has no applicable off-balance sheet arrangements of the type described in Item 3.03(a)(4) of Regulation S-K.

Item 3:  Quantitative and Qualitative Disclosures About Market Risk

Not applicable; the Series is a smaller reporting company.

Item 4:  Controls and Procedures

The Sponsor, with the participation of the Sponsor’s principal executive officer and principal financial officer, has evaluated the effectiveness of the design and operation of its disclosure controls and procedures (as defined in Rule 13a-15(e) or Rule 15d-15(e) under the Securities Exchange Act of 1934) with respect to the Platform and the Series as of the end of the fiscal quarter for which this Quarterly Report on Form 10-Q is being filed, and, based on their evaluation, have concluded that these disclosure controls and procedures are effective. No change in internal control over financial reporting (in connection with the evaluation required by paragraph (d) of Rule 13a-15 or Rule 15d-15 under the Securities Exchange Act of 1934) occurred during the quarter ended March 31, 2011 that has materially affected, or is reasonably likely to materially affect, the Platform’s and the Series’ internal control over financial reporting.


PART II – OTHER INFORMATION

Item 1:  Legal Proceedings

The Sponsor is not aware of any pending legal proceedings to which the Series is a party or to which any of its assets are subject.

Item 1A:  Risk Factors

Not required.

Item 2:  Unregistered Sales of Equity Securities and Use of Proceeds

(a)
Not applicable; previously filed on Forms 8-K

(b)
Not applicable.

(c)
Pursuant to the Platform’s Limited Liability Company Agreement and the Series’ Separate Series Agreement, Members may redeem their Units at the end of each calendar month at the then current month-end net asset value per Unit for all other purposes (i.e. including the amortization of organizational and initial offering costs).  The redemption of Units has no impact on the value of Units that remain outstanding, and Units are not reissued once redeemed.  The following table summarizes the redemptions by Members during the first quarter of 2011:
 

 
 
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Month
 
Units Redeemed
   
Redemption Date Net Asset Value per Unit for
 
         
All Other Purposes
 
             
January 31, 2011
    1,173.68     $ 1,251.614  
February 28, 2011
    744.41     $ 1,280.188  
March 31, 2011
    199.06     $ 1,265.448  
                 
Total
    2,117.15          
 

 
Item 3:  Defaults Upon Senior Securities

(a)           None.
(b)           None.

Item 4:  (Removed and Reserved)

Item 5:  Other Information

(a)           None.
(b)           Not applicable.





 
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Item 6: Exhibits

The following exhibits are included herewith.
 
Exhibit Number
Description of Document
*3.1
Certificate of Formation of AlphaMetrix Managed Futures LLC.
****4.1
Amended and Restated Limited Liability Company Operating Agreement
****4.2
Amended and Restated Separate Series Agreement for the Series.
****10.1
Advisory Agreement.
****10.2
Representation Letter.
**10.3
Administration Agreement.
*10.4
Form of Customer Agreement.
**10.5
Form of Subscription Agreement.
***10.6
Assignment Agreement
****10.7
General Assignment and Assumption Agreement
****10.8
Administration Agreement Assignment
*****21.1
List of Subsidiaries
31.1
Certification of Principal Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.
31. 2
Certification of Principal Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.
32.1
Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2
Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
99.1
Financial Statements of AlphaMetrix Aspect Fund – MT0001 (Master Fund) (unaudited) for the three months ended March 31, 2011 and 2010.

* Incorporated by reference to the Series’ Form 10/A previously filed on November 2, 2006.
** Incorporated by reference to the Series’ Form 10/A previously filed on January 30, 2007.
*** Incorporated by reference to the Series’ Form 8-K previously filed on October 1, 2008.
**** Incorporated by reference to the Series’ Form 8-K previously filed on November 6, 2008.
***** Incorporated by reference to the Series’ Form 10-K previously filed on March 31, 2010.

 
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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 behalf of AlphaMetrix Managed Futures LLC on behalf of itself and its series, Aspect Series, by the undersigned thereunto duly authorized.

Dated: May 13, 2011


ALPHAMETRIX MANAGED FUTURES LLC

By:  AlphaMetrix, LLC
Sponsor

By: /s/ Aleks Kins
 
   
Name:  Aleks Kins
Title:  President and Chief Executive Officer







 
 
 
 
 
 
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