ex4-1.htm


    
      EXHIBIT
4.1

    

     

    
      
        
          
            GRANT
PARK FUTURES FUND

            LIMITED
PARTNERSHIP

             

            Written
Consent of the General Partner

             

            March
25, 2009

             

            Dearborn
Capital Management, L.L.C., an Illinois limited liability company (“Dearborn”),
as General Partner of Grant Park Futures Fund Limited Partnership, an Illinois
limited partnership (the “Partnership”),
does hereby consent and agree to the adoption of the following resolutions on
behalf of the Partnership:

             

            WHEREAS,
pursuant to Section 6.2 of the Third Amended and Restated Limited Partnership
Agreement of the Partnership (the “Limited
Partnership Agreement”), Dearborn, as General Partner of the Partnership,
has the power and authority, without limited partner approval, to issue units of
the Partnership in one or more classes from time to time as it deems necessary
or desirable, and has the exclusive power without the requirement of limited
partner approval to establish and designate such separate and distinct classes,
as provided in Section 6.3 of the Limited Partnership Agreement, and to fix and
determine the relative rights and preferences as between the units of the
separate classes of the Partnership relative to any
matter;

             

            WHEREAS,
Dearborn has deemed it to be in the best interest of the Partnership and its
limited partners that the Partnership offer and sell in a public offering (the
“Offering”)
up to an aggregate of $1,150,000,000 of the Partnership’s limited partnership
units, consisting of $200,000,000 of Legacy 1 Class units, $200,000,000 of
Legacy 2 Class units, $200,000,000 of Global Alternative Markets 1 (“GAM
1”) Class units, $200,000,000 of Global Alternative Markets 2 (“GAM
2”) Class units and $350,000,000 of Global Alternative Markets 3 (“GAM
3”) Class units (collectively, the “Units”);

             

            WHEREAS,
the Units shall have the rights and preferences as set forth and described in
the Partnership’s Registration Statement on Form S-1 (No. 333-153862) filed with
the Securities and Exchange Commission (the “SEC”),
as amended and supplemented from time-to-time (the “Registration
Statement”); and

             

            WHEREAS,
pursuant to Section 6.3 of the Limited Partnership Agreement, the establishment
and designation of each class of the Units shall be effective upon the execution
by Dearborn of this Written
Consent.

             

            NOW,
THEREFORE, BE IT RESOLVED, that pursuant to Sections 6.2 and 6.3 of the
Limited Partnership Agreement, Dearborn hereby authorizes the establishment and
designation of each class of the Units, with such
respective

             

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

             

            rights
and preferences as set forth and described in the Registration Statement and
subject to the terms and conditions of the Limited Partnership
Agreement;

             

            FURTHER
RESOLVED, that upon receipt and acceptance by Dearborn of a capital
contribution for the Units and the issuance of such Units on the terms and
conditions as set forth in the Registration Statement and the Limited
Partnership Agreement, such Units shall be deemed duly authorized, fully paid
and nonassessable issued and outstanding units of the
Partnership;

             

            FURTHER
RESOLVED, that each of appropriate officers and managers (each such
person being hereinafter referred to as a “Designated
Person”) of Dearborn is hereby authorized, empowered and directed, in the
Partnership’s name and on its behalf, to execute, deliver and file (for record
or otherwise) such instruments and documents and take all such other actions, as
he or she deems necessary or advisable to carry out the intent of the above
resolutions and the transactions contemplated thereby, the execution of any such
instruments or documents and the taking of any such action to be conclusive
evidence of him or her having so
deemed;

             

            FURTHER
RESOLVED, that all acts, transactions or agreements by each Designated
Person, whether heretofore or hereafter done or performed in connection with or
in the furtherance of the transactions contemplated by the above resolutions, be
and hereby are in all respects authorized, approved, ratified, confirmed and
adopted by the Partnership and Dearborn;
and

             

            FURTHER
RESOLVED that pursuant to Section 6.3 of the Limited Partnership
Agreement, the approval and execution of this Written Consent by Dearborn shall
constitute an amendment to the Limited Partnership
Agreement.

             

            [Signature
Page Follows]

             

             

            
              
                
                

              

              
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              -
Signature Page to General Partner’s
Consent-

            

             

            This
consent is made pursuant to the provisions of the Limited Partnership Agreement,
including Section 6.3 thereunder, and shall be effective as of the date
hereof.  A facsimile or electronic mail copy of a signature page shall
be deemed an original for all purposes.  This consent may be executed
in two or more counterparts, each of which shall be deemed an original but all
of which shall together constitute one and the same document, and shall be filed
with the minutes of proceedings in the Partnership’s minute book.

             

            Dated as
of the date written above.

             

             

            
              
                
                  
                    
                      	 	
                              GRANT
      PARK FUTURES FUND LIMITED PARTNERSHIP

                            	 
	 	 	 	 
	
                               

                            	
                              By:
      

                            	DEARBORN CAPITAL
      MANAGEMENT, L.L.C., 

                              its
      General Partner

                               

                            	 
	 	 By:
      	
                              Dearborn Capital Management, Ltd.,
its
      Managing
      Member

                               

                            	 


                    

                  

                

              

            

            
              
                
                  
                    
                      
                        
                          	
                                   

                                	
                                  By:
      

                                	/s/David
      M. Kavanagh	 
	 	 	
                                  David M.
      Kavanagh,


                                    its
      President

                                  

                                	 


                        

                      

                    

                  

                

              

            

            

               

              
                
                  
                  

                

                
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