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Exhibit
10.12
EXHIBIT A
GENERAL ASSIGNMENT AND
ASSUMPTION
THIS GENERAL ASSIGNMENT AND ASSUMPTION, dated as
of the 1 st
day of November, 2008, is entered
into between ALPHAMETRIX, LLC, a Delaware limited liability company
(“ Assignee ”), and UBS MANAGED FUND SERVICES
INC., a Delaware corporation (“ Assignor
”).
W I T N E S S E T H:
WHEREAS, Assignor is the manager and commodity
pool operator of UBS Managed Futures LLC, a series limited
liability company organized under the laws of Delaware and UBS
Managed Futures LLC (Aspect Series) which invests in UBS Managed
Futures (Aspect) LLC (collectively, the “ Fund
”);
WHEREAS, Assignee is the manager, sponsor and
commodity pool operator of an electronic managed account
platform;
WHEREAS, the Assignment Agreement among,
inter alia , Assignee and Assignor dated as of August [__],
2008 (the “ Agreement ”), requires Assignor to
transfer all Assignor’s manager’s interest in the Fund
to Assignee and requires Assignee to accept such assignment and
assume certain obligations and liabilities relating to the
Fund.
NOW, THEREFORE, for value received and in
consideration of the foregoing and the mutual undertakings of the
parties hereinafter set forth,
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