SEPARATE SERIES AGREEMENT
Exhibit
4.2
THIS
SEPARATE SERIES AGREEMENT, dated as of October 26, 2009 (this “Series Agreement”),
is entered into by and between the undersigned. Capitalized terms
used herein and not otherwise defined are used as defined in the Limited
Liability Company Agreement of AlphaMetrix Managed Futures III LLC dated as of
October 26, 2009 (as amended from time to time, the “Master
Agreement”).
RECITALS
WHEREAS,
AlphaMetrix Managed Futures III LLC (the “Platform”)
was formed as a Delaware limited liability company pursuant to and is
governed by the Delaware Limited Liability Company Act, 6 Del. C. § 18-101,
et seq., as amended from
time to time (the “Act”) and the Master
Agreement;
WHEREAS,
the Platform hereby desires to establish and designate a new Series (the “New Series”);
and
WHEREAS,
it is intended by the parties that the debts, liabilities, obligations and
expenses incurred, contracted for or otherwise existing with respect to the New
Series be enforceable only against the assets of the New Series, and not against
the assets of the Platform generally or any other Series, and none of the debts,
liabilities, obligations and expenses incurred, contracted for or otherwise
existing with respect to the Platform generally shall be enforceable against the
assets of the New Series.
NOW
THEREFORE, in consideration of the mutual promises and obligations contained
herein, the parties hereto, intending to be legally bound, hereby agree as
follows:
I. CREATION OF
SERIES.
1. New
Series.
In
accordance with the Master Agreement, the Platform hereby establishes and
designates the New Series, which shall be a “Series” for purposes of the Master
Agreement. For all purposes of the Act, this Series Agreement,
together with each other Separate Series Agreement and the Master Agreement
constitute the “limited liability company agreement” of the Platform within the
meaning of the Act. The terms and provisions of this Series Agreement
may have the effect of altering, supplementing or amending the terms and
provisions of the Master Agreement with respect to the New Series.
2. Name of New
Series.
The name
of the New Series created by this Series Agreement shall be AlphaMetrix Managed
Futures III LLC (AlphaMetrix WC Diversified Series).
3. Trading
Fund.
The New
Series will invest substantially all of its capital, directly or indirectly, in
AlphaMetrix WC Diversified Fund
– MT0041 (the “Trading
Fund”). Notwithstanding anything in the Master Agreement to
the contrary, but subject to Section 2.1 of the Master
Agreement, the Sponsor, on behalf of the Platform on behalf of the New Series,
is hereby authorized and instructed to execute and deliver the Subscription
Agreement for the Platform and any and all other documents, agreements or
certificates contemplated by, or related to, the New Series’ investments in the
Trading Fund.
4. For
federal income tax purposes, the New Series intends that it will be treated as
separate business entity and shall be treated as a separate
partnership. The Sponsor shall make entity classification elections
as under the applicable Treasury Regulations, as necessary, for the New Series
to be treated as a separate partnership.
II. MISCELLANEOUS
PROVISIONS.
1. Incorporation by
Reference.
“Article
VIII — Miscellaneous” of the Master Agreement is hereby incorporated by
reference into this Series Agreement, and shall apply to this Series Agreement,
mutatis mutandis, as if
set forth in full herein.
2. Execution of Additional
Instruments.
Each
party hereto hereby agrees to execute such other and further statements of
interests and holdings, designations and other instruments necessary to comply
with applicable Law, as determined by the Sponsor in its
discretion.
3. Counterparts.
This
Series Agreement may be executed in counterparts with the same effect as if the
parties had all executed the same copy. Facsimiles, digital image
files or any other electronic format of executed documents shall, for all
purposes of this Series Agreement, have the same force and effect as executed
originals.
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remainder of this page is intentionally left blank.]
IN WITNESS WHEREOF, the
parties hereto have executed this Separate Series Agreement as of the date first
above written.
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SPONSOR
ALPHAMETRIX,
LLC
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By:
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| Name: ▇▇▇▇▇ ▇▇▇▇ | |||
| Title: President and CEO | |||