**Exhibit 3.01(ii)**

 

**ML TREND-FOLLOWINGFUTURES FUND L.P.**

 

**EIGHTH AMENDED ANDRESTATEDLIMITED PARTNERSHIP AGREEMENT**

 

 

**Dated as ofJune 1, 2007**

 

 

**MERRILL LYNCH ALTERNATIVEINVESTMENTS LLCGENERAL PARTNER**

 

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**ML TREND-FOLLOWING FUTURES FUND L.P.**

 

**EIGHTH AMENDED AND RESTATED**

**LIMITED PARTNERSHIP AGREEMENT**

 

**TABLE OF CONTENTS**

 
| ** ** | ** **                                 | **Page** |
|------------|--------------------------------------------|----------|
| **1.**     | Formation and Name                         | 1        |
| **2.**     | Principal Office                           | 1        |
| **3.**     | Business                                   | 1        |
| **4.**     | Term, Fiscal Year and Net Assets           | 1        |
| **5.**     | Net Worth of General Partner               | 2        |
| **6.**     | Capital Contributions                      | 2        |
| **7.**     | Allocation of Profits and Losses; Taxation | 2        |
| **8.**     | Management of the Partnership              | 5        |
| **9.**     | Audits and Reports                         | 7        |
| **10.**    | Assigning Units                            | 8        |
| **11.**    | Redeeming Units                            | 8        |
| **12.**    | Offering of Units                          | 9        |
| **13.**    | Power of Attorney                          | 9        |
| **14.**    | Withdrawal of a Partner                    | 9        |
| **15.**    | Standard of Liability; Indemnification     | 10       |
| **16.**    | Amendments; Meetings                       | 11       |
| **17.**    | Benefit Plan Investors                     | 12       |
| **18.**    | GOVERNING LAW                              | 13       |
| **19.**    | Miscellaneous                              | 13       |

 

**MERRILL LYNCH ALTERNATIVEINVESTMENTS LLC**

***GeneralPartner***

 

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**ML TREND-FOLLOWINGFUTURES FUND L.P.**

 

**EIGHTH AMENDED ANDRESTATEDLIMITED PARTNERSHIP AGREEMENT**

 

**This Eighth Amended and Restated LimitedPartnership Agreement**(this “Agreement”) is made as of June 1, 2007, by and among **Merrill Lynch Alternative Investments LLC**, a Delawarelimited liability company, as general partner (together with its predecessorentities, the “General Partner”), and each **Limited Partner**.

 

**WITNESSETH:**

 

# ***1.***                                      Formation and Name.

 

The partnership (“Partnership”) was formed under theDelaware Revised Uniform Limited Partnership Act (the “Act”) as ML JWHStrategic Allocation Fund L.P.  As of June 1,2007, the partnership’s name is changed to ML Trend-Following Futures Fund L.P.

 

# ***2.***                                      Principal Office.

 

The principal office of the Partnership is c/o theGeneral Partner, Princeton Corporate Campus, Section 2G, 800 Scudders MillRoad, Plainsboro, New Jersey 08536; telephone: (800) 765-0995.  The registeredoffice and agent for service of process in the State of Delaware is c/o The CorporationTrust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, NewCastle County, Delaware 19801.

 

# ***3.***                                      Business.

 

## (a)                                  *Business.* The Partnership’s business is to trade futures and forward contracts onall manner of commodities, financial instruments and currencies; physicalcommodities; securities; and any rights, interests or options relating to theforegoing.  The Partnership may engage inall activities necessary, convenient or incidental to the foregoing businesses.

##  

## (b)                                 *Objective.* The objective of the Partnership’s business is substantial capitalappreciation of its assets through speculative trading.

##  

## (c)                                  *The Futures Access Fund.* Beginning June 1, 2007, the Partnership invested in four of thefunds offered within the Merrill Lynch FuturesAccessSM Program (collectively, the “FuturesAccessFunds”) private commodity pools sponsored by the General Partner and managed bythe trading advisors (the “Trading Advisors”) unaffiliated with the GeneralPartner.   On an ongoing basis, theGeneral Partner will allocate and reallocate the Partnership’s assets amongdifferent FuturesAccess Funds as well as possibly among other privateinvestment funds.

##  

# ***4.***                                      Term, Fiscal Year and Net Assets.

 

## (a)                                  *Term.* The Partnership began on December 11, 1995 and will dissolve on theearlier of:  (1) December 31,2026; (2) receipt by the General Partner of 90 days’ notice to dissolvefrom Limited Partners owning more than 50% of the outstanding Units;  (3) withdrawal, insolvency ordissolution of the General Partner, or any other event that causes the GeneralPartner to cease to be a general partner of the Partnership unless (i) atthe time of such event there is at least one remaining general partner of thePartnership who carries on the business of the Partnership, or (ii) within90 days after such event all Partners agree in writing to continue the businessof the Partnership and to the appointment, effective as of the date of suchevent, of one or more general partners of the Partnership; (4) a declinein the aggregate Net Assets of the Partnership to less than $250,000; (5) adecline in the Net Asset Value per Unit to $25 or less; (6) dissolution ofthe Partnership as otherwise provided 

 

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## in this Agreement; or (7) any other event requiring dissolution.

##  

Upon dissolution of the Partnership, the GeneralPartner, or another person approved by a majority of the Units, shall act asliquidator trustee.

 

## (b)                                 *Fiscal Year.*  January 1 through December 31.

##  

## (c)                                  *Net Assets. *Net Assets are determined in accordance with generallyaccepted accounting principles.

##  

A future or futures option traded on a United Statescommodity exchange is valued at its settlement price.  If such a contract cannot be liquidated, thesettlement price on the first day on which it can be liquidated is used or suchother value as the General Partner deems fair and reasonable.  The liquidating value of a forward or of afutures or futures option not traded on a United States commodity exchange isits liquidating value as determined by the General Partner on a basisconsistently applied for each different type of contract.

 

The Partnership’s liability for reimbursing itsorganizational and initial as well as ongoing offering costs to the GeneralPartner reduced or reduces Net Assets only as paid out or amortized.

 

Reserves may be created and charged against Net Assetsin the discretion of the General Partner.

 

# ***5.***                                      Net Worth of General Partner.

 

The General Partner agrees that it will maintain a networth of at least 5% of the total contributions to the Partnership and allother partnerships of which the General Partner is general partner.  This agreement may be modified if counselopines that such change will not adversely affect the partnership taxation ofthe Partnership, and if such change meets applicable state securities laws orguidelines.

 

The General Partner will not permit its net worth todecline below $10 million without the consent of holders of a majority of theUnits.

 

# ***6.***                                      Capital Contributions.

 

The Partners’ respective capital contributions shallbe as shown on the books and records of the Partnership.

 

# ***7.***                                      Allocation of Profits and Losses;Taxation.

 

## (a)                                  *Capital Accounts and FinancialAllocations.*  EachUnit has a capital account, the  initialbalance of which is the amount paid for such Unit.

##  

As of the close of business (as determined by theGeneral Partner) on the last business day of each month, any increase ordecrease in the Partnership’s Net Assets during such month shall be credited orcharged equally to all outstanding Units.

 

## (b)                                 *Tax Matters Partner*. The General Partner is the “tax matters partner” of the Partnership.

##  

## (c)                                  *Tax Allocations. *As of each December 31, income and expense andcapital gain or loss shall be allocated among the Partners for taxpurposes.  Capital gain and capital lossshall be allocated separately and not netted.

##  

### (1)                                  First, items of ordinary income andexpense, including all items of gain and loss attributable to cash managementactivities, shall be allocated equally among the Units outstanding as of theend of each month in which such items accrued.

###  

### (2)                                  Second, Capital Gain or Loss shall beallocated as follows:

###  

#### (A)                              Each Unit has a tax account with aninitial balance equal to the amount paid for such Unit.  As of the end of each month, the balance ofsuch tax account shall be reduced by the Unit’s allocable share of any amountpaid or amortized by the Partnership in respect of such month for the 

 

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#### costs of the ongoing offering of the Units.  These adjustments shall be made prior to thefollowing allocations of Capital Gain or Loss.

####  

As of the end of each fiscal year:

 

##### (i)                                     Each tax account shall be increased bythe amount of income or Capital Gain allocated to each Unit pursuant toSections 7(b)(1) and 7(b)(2)(C).

#####  

##### (ii)                                  Each tax account shall be decreased bythe amount of expense or Capital Loss allocated to each Unit pursuant toSections 7(b)(1) and 7(b)(2)(E) and by the amount of anydistributions paid to each Unit other than upon redemption.

#####  

##### (iii)                               When a Unit is redeemed, its tax accountis eliminated.

#####  

#### (B)                                Each Partner who redeems a Unit during oras of the end of a fiscal year shall be allocated Capital Gain up to the amountof the excess of the amount received on redemption (before taking into accountany early redemption charges) over the tax account allocable to such Unit (anysuch excess being referred to as an “Excess”). In the event that the aggregate amount of Capital Gain available to beallocated pursuant to this Section is less than the aggregate amount ofCapital Gain required to be so allocated, the aggregate amount of availableCapital Gain shall be allocated among all such Partners in the ratio which eachsuch Partner’s aggregate Excess bears to the aggregate Excess of all suchPartners.

####  

#### (C)                                Capital Gain remaining after theallocation described in Section 7(b)(2)(B) shall be allocated amongall Partners with outstanding Units whose capital accounts are in excess oftheir tax accounts based on the ratio of each such Partner’s Excess to the aggregateExcess of all such Partners.  Anyremaining Capital Gain shall then be allocated equally to all Units.

####  

#### (D)                               Each Partner who redeems a Unit during oras of the end of a fiscal year shall be allocated Capital Loss up to the amountof the sum of the excess of the tax account allocable to such Unit over theamount received on redemption (before taking into account any early redemptioncharges; and such excess being referred to as a “Negative Excess”).  In the event the aggregate amount of CapitalLoss available to be allocated pursuant to this Section is less than theaggregate amount required to be so allocated, the aggregate amount of availableCapital Loss shall be allocated among all such Partners in the ratio that eachsuch Partner’s Negative Excess bears to the aggregate Negative Excess of allsuch Partners.

####  

#### (E)                                 Capital Loss remaining after theallocation described in Section 7(b)(2)(D) shall be allocated amongall Partners with outstanding Units whose tax accounts are in excess of theircapital accounts based on the ratio of each such Partner’s Negative Excess tothe aggregate Negative Excess of all such Partners.  Any remaining Capital Loss shall then beallocated equally to all Units.

####  

#### (F)                                 For purposes of this Section 7(b)(2),“Capital Gain” or “Capital Loss” shall mean gain or loss characterized as gainor loss from the sale or exchange of a capital asset by the Internal RevenueCode of 1986, as amended (the “Code”), provided, however, that Capital Gain andLoss shall not include gain or loss relating to cash management activitieswhich shall be allocated pursuant to Section 7(b)(1).

####  

### (3)                                  The Partnership’s intent is to allocatetaxable profit and loss the same way as financial profit and loss, trying toeliminate any difference between a Partner’s capital account and his or her taxaccount, consistent with principles set forth in Section 704 of the Code,including without limitation a “Qualified Income Offset.”

###  

### (4)                                  The allocations of profit and loss shallnot exceed the allocations permitted under Subchapter K of the Code, asdetermined by the General Partner.

 

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### (5)                                  The General Partner’s interest in thePartnership is treated on a Unit-equivalent basis for allocation purposes.

###  

The General Partner may adjust the allocations setforth in this Section 7(b), in its discretion, if the General Partnerbelieves that doing so will achieve more equitable allocations or ones moreconsistent with the Code.

 

## (d)                                 *Expenses.* The General Partner was reimbursed by the Partnership for organizationaland initial offering costs in 24 monthly installments ending June 30,1998.

##  

The Partnership bears all of its routine legal,accounting, operational and administrative expenses, including the costs of thecontinuous offering of the Units, filing fees, any applicable taxes and chargesincidental to trading (such expenses and costs collectively referred to hereinas the “Administrative Fees”).  None ofthe General Partner’s “overhead” expenses (including, but not limited to,salaries, rent and travel expenses) are charged to the Partnership, and sellingcommissions and ongoing compensation are paid by the General Partner.

 

Prior to June 1, 2007, the Partnership’sbrokerage commissions and Administrative Fees constituted a single annual “WrapFee”, paid by the Partnership in an amount of 6.5% of the Partnership’s averagemonth-end Net Asset Value.  Effective June 1,2007, the Partnership commenced  paying aWrap Fee in an amount of 4.0% of the Partnership’s average month-end Net AssetValue, in addition to such other direct expenses as the General Partner mayapprove from time to time, including the Management Fees and Performance Feesof the Trading Advisors and the Partnership’s *pro rata* share,as an investor in the FuturesAccess Funds, of such FuturesAccess Funds’brokerage commissions, subject to the following limitations:

 

The General Partner pays the selling commissions andongoing compensation due on the Units.

 

The Partnership will pay any taxes applicable to itand any charges incidental to its trading.

 

## (e)                                  *Limited Liability of LimitedPartners.*  EachUnit, when purchased in accordance with this Agreement, shall be fully-paid andnonassessable, except as otherwise provided by law.

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# ***8.***                                      Management of the Partnership.

 

## (a)                                  *General*. The General Partner shall manage the business of the Partnership.

##  

The General Partner shall determine whatdistributions, if any, shall be made to the Partners.

 

The General Partner may take such actions relating tothe business of the Partnership as the General Partner deems necessary oradvisable and which are consistent with the terms of this Agreement.

 

All Limited Partners consent to the General Partner’sselection of:  (i) Merrill Lynch,Pierce, Fenner & Smith Incorporated as the Partnership’s commoditybroker; (ii) Merrill Lynch International Bank as a currency dealer for thePartnership; and (iii) Merrill Lynch, Pierce, Fenner & SmithIncorporated as the Partnership’s custodian.

 

The General Partner is specifically authorized by eachLimited Partner to enter into the cash management arrangements described under “InterestIncome Arrangements” in the prospectus for the Units current at the time suchLimited Partner last purchased Units (the “Prospectus”).

 

The General Partner is hereby specifically authorizedto enter into, deliver and perform on behalf of the Partnership, the businessarrangements referred to in the Prospectus.

 

##### (i)                                     The General Partner may engage suchpersons as the General Partner in its sole judgment shall deem advisable foroperating the business of the Partnership; provided, that no such arrangementshall 

 

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##### allow brokeragecommissions and Administrative Fees above those described in the FuturesAccessConfidential Program Disclosure Document, as it may be amended from time totime (the “Confidential Program Disclosure Document), the offering memorandumof the Partnership, or permitted under applicable North American SecuritiesAdministrators Association, Inc. Guidelines for the Registration ofCommodity Pool Programs (the “NASAA Guidelines”) in effect as of the date ofthe Confidential Program Disclosure Document, whichever is higher.

#####  

##### (ii)                                  The General Partner will reimburse thePartnership, on an annual basis, to the extent that the Partnership’s brokeragecommissions plus any Administrative Fees have exceeded 14% of the Partnership’saverage month-end Net Assets during the preceding year.

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##### (iii)                               The Partnership’s brokerage commissionsand Administrative Fees, taken together, may not be increased above an annuallevel equal to 8% of the Partnership’s average month-end assets without theunanimous consent of all Limited Partners.

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##### (iv)                              The General Partner shall reimburse thePartnership for any fees paid by the Partnership to any trading advisor duringany fiscal year, to the extent that such fees exceed the 6% annual managementfees and the 15% of new trading profits quarterly profit shares contemplated bythe NASAA Guidelines during such year, as such fees may be adjusted in compliancewith the NASAA Guidelines.  Any suchreimbursement shall be made on a present value basis, fully compensating thePartnership for having made payments at any time during the year which wouldnot otherwise have been due from it.  TheGeneral Partner shall disclose any such reimbursement in the Annual Reportdelivered to Limited Partners.

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No compensation paid by the Partnership to any partymay be increased without prior written notice to Limited Partners withinsufficient time for them to redeem prior to such increase becomingeffective.  Such notification shallcontain a description of Limited Partners’ voting and redemption rights as wellas a description of any material effect of such increase.

 

Any goods and services provided to the Partnership bythe General Partner shall be provided at rates and terms at least as favorableas those which may be obtained from third parties in arm’s-lengthnegotiations.  All of the expenses whichare for the Partnership’s account shall be billed directly to the Partnership.

 

## (b)                                 *Limited Liability of LimitedPartners.*  EachUnit, when purchased in accordance with this Agreement, shall be fully-paid andnonassessable, except as otherwise provided by law.

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# ***9.***                                      Management of the Partnership.

 

## (a)                                  *General*. The General Partner shall have full authority to manage the business ofthe Partnership, and may take such actions relating to the business of thePartnership as the General Partner deems necessary or advisable and which areconsistent with the terms of this Agreement. The General Partner is hereby specifically authorized by the LimitedPartners to enter into, deliver and perform on behalf of the Partnership, thebusiness arrangements referred to in the Confidential Program DisclosureDocument.

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The General Partner has authority to cause thePartnership to take such actions as the General Partner may deem appropriate,subject to the fiduciary obligations and other restrictions applicable to theGeneral Partner as general partner of the Partnership.  The General Partner shall determine whatdistributions, if any, shall be made to the Partners.

 

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Any material change in the Partnership’s basicinvestment policies or structure requires the approval of a majority of the Units.

 

## (b)                                 *Fiduciary Duties*. The General Partner shall have a fiduciary duty to conduct the affairsof the Partnership in the best interests of the Partnership.  The Limited Partners will under no circumstancesbe deemed to have contracted away the obligations owed to them by the GeneralPartner under the common law.

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The General Partner’s fiduciary duty includes, amongother things, the safekeeping of all Partnership funds and assets and the usethereof for the benefit of the Partnership. The funds of the Partnership will not be commingled with the funds ofany other person or entity; however, deposit of funds with a commodity orsecurities broker, clearinghouse or forward dealer or entering into jointventures or partnerships shall not be deemed to constitute “commingling” forthese purposes.

 

The General Partner shall at all times act withintegrity and good faith and exercise due diligence in all activities relatingto the conduct of the business of the Partnership and in resolving conflicts ofinterest.  The Partnership’s brokeragearrangements shall be non-exclusive, and the brokerage commissions paid by thePartnership shall be competitive.  ThePartnership shall seek the best price and services available for its commoditytransactions.

 

## (c)                                  *Loans; Investments.* The Partnership shall not make loans. The General Partner shall make no loans to the Partnership unlessapproved by the Limited Partners in accordance with Section 16(a).  If the General Partner makes a loan to thePartnership, the General Partner shall not receive interest in excess of itsinterest costs, nor may the General Partner receive interest in excess of theamounts which would be charged to the Partnership (without reference to theGeneral Partner’s financial resources or guarantees) by unrelated banks oncomparable loans for the same purpose. The General Partner shall not receive “points” or other financingcharges or fees regardless of the amount.

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Without prior notice to Limited Partners, thePartnership shall invest only in FuturesAccess Funds, and shall not invest inany debt instruments other than Government Securities and other investmentsauthorized by the Commodity Futures Trading Commission (the “CFTC”), or in anyequity security.

 

## (d)                                 *Certain Conflicts of InterestProhibited.*  No person or entity may receive, directly orindirectly, any advisory fees or profit shares from entities in which thePartnership participates, for investment advice or management who shares orparticipates in any commodity brokerage commissions paid by the Partnership;and no broker may pay, directly or indirectly, rebates or give-ups to anyTrading Advisor, the General Partner or any of their respectiveaffiliates.  Such prohibitions may not becircumvented by any reciprocal business arrangements; provided, however, thatthe foregoing shall not prohibit the payment, from the commodity brokeragecommissions paid by the Partnership, of fees for cash management services tothe Partnership.  No Trading Advisor forthe Partnership shall be affiliated with the Partnership’s commodity broker,the General Partner or any of their affiliates.

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## (e)                                  *Certain Agreements.* Any agreements between the Partnership and the General Partner or anyaffiliate of the General Partner shall be terminable by the Partnership on no morethan 60 days’ written notice.

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All trading advisors used by the Partnership mustsatisfy the experience requirements of the NASAA Guidelines.

 

The maximum period covered by any contract enteredinto by the Partnership, except for the various provisions of the SellingAgreement which survive the final closing of the sale of the Units, shall notexceed one year.

 

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## (f)                                    *No “Pyramiding.”* The Partnership is prohibited from “pyramiding.”

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## (g)                                 *Other Activities.* The General Partner engages in other business activities and shall notbe required to refrain from any such activities, whether or not in competitionwith the Partnership.  Neither thePartnership nor any of the Partners shall have any rights in such activities.  Limited Partners may similarly engage in anysuch other business activities.

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The General Partner shall devote to the Partnershipsuch time as the General Partner deems advisable to conduct the Partnership’sbusiness.

 

# ***10.***                               Audits and Reports.

 

The Partnership’s books shall be audited annually byan independent certified public accountant. The Partnership will use its best efforts to cause each Limited Partnerto receive (i) within 90 days, but in no event later than 120 days, afterthe close of each fiscal year certified financial statements of the Partnershipfor the fiscal year then ended, (ii) no later than March 15 all taxinformation relating to the prior fiscal year necessary to complete its federalincome tax return and (iii) such other information as the CFTC may byregulation require.

 

The General Partner shall include in the AnnualReports sent to Limited Partners an estimate of the round-turn equivalentbrokerage commission rate paid by the Partnership during the preceding year.

 

The General Partner will, with the assistance of thePartnership’s commodity broker, make an annual review of the Partnership’scommodity brokerage arrangements.  Inconnection with such review, the General Partner will determine, to the extentpracticable, the commodity brokerage rates charged to other major commoditypools whose trading and operations are, in the opinion of the General Partner,comparable to those of the Partnership, in order to assess whether the ratescharged to the Partnership are competitive in light of the services itreceives.  If, as a result of suchreview, the General Partner determines that such rates are not so competitive,the General Partner will notify the Limited Partners, describing the ratescharged to the Partnership and several funds which are, in the General Partner’sopinion, comparable to the Partnership.

 

In addition to the undertakings in the precedingparagraph, the Partnership will seek the best price and services available onits commodity brokerage transactions. All brokerage transactions will be effected at competitive rates.  The General Partner will annually review thebrokerage rates paid by the Partnership to guarantee that the criteria setforth in this paragraph are followed. The General Partner may not rely solely on the rates charged by othermajor commodity pools in complying with this paragraph.

 

Limited Partners or their duly authorizedrepresentatives may inspect the Partnership’s books and records, for anypurpose reasonably related to their status as Limited Partners in thePartnership, during normal business hours upon reasonable written notice to theGeneral Partner.  They may also obtaincopies of such records upon payment of reasonable reproduction costs; provided,however, that such Limited Partners shall represent that the inspection and/orcopies of such records will not be for commercial purposes unrelated to suchLimited Partners’ interest in the Partnership.

 

The General Partner shall calculate the approximateNet Asset Value per Unit on a daily basis and furnish such information uponrequest to any Limited Partner.

 

The General Partner will send written notice to eachLimited Partner within 7 days of any decline in the Partnership’s Net AssetValue or in the Net Asset Value per Unit to 50% or less of such Net Asset Valueas of the previous month-end.  Any suchnotice shall contain a description of Limited Partners’ voting rights.

 

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The General Partner shall maintain and preserve allPartnership records for a period of not less than 6 years.

 

# ***11.***                               Assigning Units.

 

Each Limited Partner agrees that he will not assign,transfer or otherwise dispose of any interest in his Units in violation of anyapplicable federal or state securities laws or without giving written notice tothe General Partner.  No assignment,transfer or disposition of Units shall be effective against the Partnership orthe General Partner until the first day of the month following the month in whichthe General Partner receives such notice. The General Partner may, in its sole discretion, waive any such notice.

 

No assignee, except with the consent of the GeneralPartner, may become a substituted Limited Partner.  The General Partner intends to so consent,provided that the General Partner and the Partnership receive an opinion ofcounsel to the General Partner that such admission will not adversely affectthe tax classification of the Partnership as a partnership. If the GeneralPartner withholds consent, an assignee shall not become a substituted LimitedPartner, and shall not have any of the rights of a Limited Partner, except thatthe assignee shall be entitled to receive that share of capital and profits andshall have that right of redemption to which his assignor would otherwise havebeen entitled.

 

Each Limited Partner agrees that with the consent ofthe General Partner any assignee may become a substituted Limited Partnerwithout the consent of any Limited Partner.

 

# ***12.***                               Redeeming Units.

 

Units may be redeemed as of the close of business onthe last day of any month, provided that all liabilities, contingent orotherwise, of the Partnership have been paid or there remains property of thePartnership sufficient to pay them.

 

Any number of whole Units may be redeemed.

 

Requests for redemption must be received by theGeneral Partner at least 10 calendar days before the requested redemptiondate.  Such requests need not be inwriting so long as the redeeming Limited Partner has a Merrill Lynch customersecurities account.

 

If, as of the close of business on any day, the NetAsset Value per Unit has decreased (i) to $50 or less, after adding backall distributions or (ii) to below 50% of the prior month’s Net AssetValue per Unit, the Partnership will liquidate all open positions as expeditiouslyas possible and suspend trading.  Within10 business days after the suspension of trading, the General Partner willdeclare a Special Redemption Date, which will be a business day within 30business days from the suspension of trading. The General Partner shall mail notice of such date to each LimitedPartner by first-class mail, postage prepaid, not later than 10 business daysprior to such Special Redemption Date, together with instructions as to theprocedure such Limited Partner must follow to have his Units redeemed on suchDate (in general, Limited Partners will be required to redeem all of theirUnits on a Special Redemption Date if any are redeemed).  A Partner who redeems will receive the NetAsset Value of his Units, determined as of the close of business on suchSpecial Redemption Date.  No redemptioncharges will apply on any such date.  If,after a Special Redemption Date, the Net Assets of the Partnership are at least$250,000 and the Net Asset Value per Unit is in excess of $25, the Partnershipmay, in the discretion of the General Partner, resume trading.

 

The General Partner, in its discretion, may declare aSpecial Redemption Date.  If the GeneralPartner does so, the General Partner need not again call a Special RedemptionDate.

 

The General Partner may, in its discretion, declareadditional regular redemption dates for Units, permit certain Limited Partnersto redeem at

 

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other than month-end and waive the 10-day noticeperiod otherwise required to effect redemptions.

 

Redemption payments will be made within 10 businessdays after the month-end of redemption, except that under specialcircumstances, including, but not limited to, inability to liquidate commoditypositions as of a redemption date or default or delay in payments due thePartnership, the Partnership may correspondingly delay redemption payments.

 

The General Partner may require a Limited Partner toredeem all or part of such Limited Partner’s Units if the General Partnerconsiders doing so to be desirable for the protection of the Partnership, andwill use best efforts to do so to the extent necessary to prevent thePartnership from being deemed to hold “plan assets” under the provisions of theEmployee Retirement Income Security Act of 1974, as amended (“ERISA”), or theCode.

 

# ***13.***          Offeringof Units.

# *** ***

The General Partner may, in its discretion, continueor terminate the offering of the Units on a public or private basis.

 

All sales of Units in the United States will beconducted by registered brokers.

 

# ***14.***          Powerof Attorney.

# *** ***

Each Limited Partner hereby irrevocably appoints theGeneral Partner and each officer of the General Partner, with full power ofsubstitution, as his true and lawful attorney-in-fact, in his name, place andstead, to execute, acknowledge, swear to, deliver and file, record in publicoffices and publish:  (i) thisAgreement, including any amendments; (ii) certificates of limitedpartnership or assumed name, including amendments, with respect to thePartnership; (iii) all conveyances and other instruments which the GeneralPartner deems appropriate to qualify or continue the Partnership in the Stateof Delaware and any other jurisdictions in which the Partnership may conductbusiness, or which may be required to be filed by the Partnership or thePartners under the laws of any jurisdiction; and (iv) to file, prosecute,defend, settle or compromise litigation, claims or arbitrations on behalf of thePartnership.  The Power of Attorneygranted herein shall be deemed to be coupled with an interest, shall surviveand shall not be affected by the subsequent incapacity, disability or death ofa Limited Partner.

 

# ***15.***          Withdrawalof a Partner.

# *** ***

The Partnership shall be dissolved upon thewithdrawal, dissolution, insolvency or removal of the General Partner, or anyother event that causes the General Partner to cease to be a general partnerunder the Act, unless the Partnership is continued pursuant to the terms of Section 4(a)(3).  In addition, the General Partner may withdrawfrom the Partnership, without any breach of this Agreement, at any time upon120 days’ written notice by first class mail, postage prepaid, to each LimitedPartner.  If the General Partnerwithdraws as general partner, and the Partnership’s business is continuedpursuant to the terms of Section 4(a)(3)(ii), the withdrawing GeneralPartner shall pay all expenses incurred by the Partnership as a result of itswithdrawal.

 

The General Partner may not assign its general partnerinterest or its obligation to direct the trading of the Partnership’s assetswithout the consent of each Limited Partner. The General Partner will notify all Limited Partners of any change inthe principals of the General Partner.

 

A Limited Partner ceasing to be a limited partner willnot terminate or dissolve the Partnership. No Limited Partner, including such Limited Partner’s estate, custodianor personal representative, shall have any right to redeem or value suchLimited Partner’s interest in the Partnership except as provided in Section 11.  Each Limited Partner agrees that in the eventof his death, he waives on behalf of himself and of his estate, and directs thelegal representatives of his estate and any person interested therein to waive,any inventory, accounting or appraisal of the assets of the Partnership and anyright to an audit or examination 

 

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of the books of the Partnership.  Nothing in this Section 14 shall,however, waive any right for a Limited Partner to be informed of the Net AssetValue of his Units, to receive periodic reports, audited financial statementsand other pertinent information from the General Partner or the Partnership orto redeem or transfer Units.

 

# ***16.***          Standardof Liability; Indemnification.

# *** ***

## (a)           *Standard of Liability for theGeneral Partner.*  TheGeneral Partner and its Affiliates, as defined below, shall have no liabilityto the Partnership or to any Partner for any loss suffered by the Partnershipwhich arises out of any action or inaction of the General Partner or itsAffiliates if the General Partner, in good faith, determined that such courseof conduct was in the best interests of the Partnership, and such course of conductdid not constitute negligence or misconduct on behalf of the General Partner orits Affiliates.

##  

## (b)           *Indemnification of the GeneralPartner by the Partnership.*  To the fullest extent permitted by law,subject to this Section 15, the General Partner and its Affiliates shallbe indemnified by the Partnership against any losses, judgments, liabilities,expenses and amounts paid in settlement of any claims sustained by them inconnection with the Partnership; provided, that such claims were not the resultof negligence or misconduct on the part of the General Partner or itsAffiliates, and the General Partner, in good faith, determined that suchconduct was in the best interests of the Partnership; and provided further,that Affiliates of the General Partner shall be entitled to indemnificationonly for losses incurred by such Affiliates in performing the duties of theGeneral Partner and acting wholly within the scope of the authority of theGeneral Partner.

##  

Notwithstanding anything to the contrary contained inthe preceding paragraph, none of the General Partner, its Affiliates or anypersons acting as selling agent for the Units shall be indemnified for anylosses, liabilities or expenses arising from or out of an alleged violation offederal or state securities laws unless (1) there has been a successfuladjudication on the merits of each count involving alleged securities lawviolations as to the particular indemnitee and the court approvesindemnification of the litigation costs, or (2) such claims have beendismissed with prejudice on the merits by a court of competent jurisdiction asto the particular indemnitee and the court approves indemnification of thelitigation costs, or (3) a court of competent jurisdiction approves asettlement of the claims against a particular indemnitee and finds thatindemnification of the settlement and related costs should be made.

 

In any claim for indemnification for federal or statesecurities law violations, the party seeking indemnification shall place beforethe court the position of the Securities and Exchange Commission, theCalifornia Department of Corporations, the Massachusetts Securities Division,the Pennsylvania Securities Commission, the Tennessee Securities Division, theTexas Securities Board and any other state or applicable regulatory authoritywith respect to the issue of indemnification for securities law violations.

 

The Partnership shall not bear the cost of thatportion of any insurance which insures any party against any liability theindemnification of which is herein prohibited.

 

For the purposes of this Section 15, the term, “Affiliates,”shall mean any person acting on behalf of or performing services on behalf ofthe Partnership who:  (1) directlyor indirectly controls, is controlled by, or is under common control with theGeneral Partner; or (2) owns or controls 10% or more of the outstandingvoting securities of the General Partner; or (3) is an officer or directorof the General Partner; or (4) if the General Partner is an officer,director, partner or trustee, is any entity for which the General Partner actsin any such capacity.

 

Advances from Partnership funds to the General Partnerand its Affiliates for legal expenses and other costs incurred as a result ofany legal 

 

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action initiated against the General Partner by aLimited Partner are prohibited.

 

Advances from Partnership funds to the General Partnerand its Affiliates for legal expenses and other costs incurred as a result of alegal action will be made only if the following three conditions aresatisfied:  (1) the legal actionrelates to the performance of duties or services by the General Partner or itsAffiliates on behalf of the Partnership; (2) the legal action is initiatedby a third party who is not a Limited Partner; and (3) the General Partneror its Affiliates undertake to repay the advanced funds, with interest from theinitial date of such advance, to the Partnership in cases in which they wouldnot be entitled to indemnification under the standard of liability set forth inSection 15(a).

 

In no event shall any indemnity or exculpationprovided for herein be more favorable to the General Partner or any Affiliatethan that contemplated by the NASAA Guidelines as in effect on the date of thisAgreement.

 

In no event shall any indemnification permitted bythis Section 15(b) be made by the Partnership unless all provisionsof this Section for the payment of indemnification have been complied within all respects.  Furthermore, it shallbe a precondition of any such indemnification that the Partnership receive adetermination of qualified independent legal counsel in a written opinion thatthe party which seeks to be indemnified hereunder has met the applicablestandard of conduct set forth herein. Receipt of any such opinion shall not, however, in itself, entitle anysuch party to indemnification unless indemnification is otherwise properhereunder.  Any indemnification payableby the Partnership hereunder shall be made only as provided in the specificcase.

 

In no event shall any indemnification obligations ofthe Partnership under this Section 15(b) subject a Limited Partner toany liability in excess of that contemplated by Section 7(d).

 

(c)           *Indemnification of thePartnership by the Partners*.  In the event the Partnership is made aparty to any claim, dispute or litigation or otherwise incurs any loss orexpense as a result of or in connection with any Partner’s activities,obligations or liabilities unrelated to the Partnership’s business, suchPartner shall indemnify and reimburse the Partnership for all such loss andexpense incurred, including reasonable attorneys’ fees.

 

# ***17.***          Amendments;Meetings.

# *** ***

## (a)           *Amendments with Consent of theGeneral Partner.*  TheGeneral Partner may amend this Agreement with the approval of the majority ofthe Units.  No meeting procedure orspecified notice period is required in the case of amendments made with theconsent of the General Partner, mere receipt of an adequate number of unrevokedwritten consents being sufficient.  TheGeneral Partner may also amend this Agreement without the consent of theLimited Partners in order: (i) to clarify any clerical inaccuracy orambiguity or reconcile any inconsistency (including any inconsistency betweenthis Agreement and the Confidential Program Disclosure Document); (ii) toeffect the intent of the allocations proposed herein to the maximum extentpossible in the event of a change in the Code or the interpretations thereofaffecting such allocations; (iii) to attempt to ensure that thePartnership is taxed as a partnership; (iv) to qualify or maintain thequalification of the Partnership as a limited partnership in any jurisdiction; (v) tochange this Agreement as required by the Staff of the Securities and ExchangeCommission, any other federal agency or any state “Blue Sky” official or inorder to opt to be governed by any amendment or successor statute to the Act; (vi) tomake any amendment to this Agreement which the General Partner deems advisable,provided that such amendment is not adverse to the Limited Partners; and (vii) tomake any amendment to this Agreement required by law.

##  

## (b)           *Amendments and Actions withoutConsent of the General Partner.*  In any vote called by the General Partneror pursuant to Section 16(c), upon the affirmative vote of holders of amajority of the Units, the following actions may be taken, 

 

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## irrespective ofwhether the General Partner concurs:  (i) thisAgreement may be amended, provided, however, that the approval of all LimitedPartners shall be required in the case of amendments changing or altering this Section 16,extending the term of the Partnership or increasing the brokerage commissionsor Administrative Fees payable by the Partnership; (ii) the Partnershipmay be dissolved; (iii) the General Partner may be removed and replaced; (iv) anew general partner may be elected if the General Partner withdraws from thePartnership; (v) the sale of all or substantially all of the assets of thePartnership may be approved; and (vi) any contract with the GeneralPartner or any of its affiliates may be disapproved of and terminated upon 60days’ notice.

##  

No reduction of any Limited Partner’s capital accountor modification of the percentage of profits, losses or distributions to whicha Limited Partner is entitled shall be made without such Limited Partner’swritten consent.

 

## (c)           *Meetings; Other Voting Matters.*  Any Limited Partner mayobtain from the General Partner, provided that reasonable copying and mailingcosts are paid in advance, a list of the names, addresses and number of Unitsheld by each Limited Partner.  Such listwill be mailed by the General Partner within 10 days of the receipt of therequest; provided, that the General Partner may require any Limited Partnerrequesting such information to submit written confirmation that suchinformation will not be used for commercial purposes unrelated to such LimitedPartner’s interest as a Limited Partner.

##  

Upon receipt of a written proposal, signed by LimitedPartners owning at least 10% of the Units, that a meeting of the Partnership becalled to vote on any matter on which the Limited Partners are entitled tovote, the General Partner will, by written notice to each Limited Partner ofrecord sent by certified mail within 15 days after such receipt, call themeeting.  Such meeting shall be held atleast 30 days but not more than 60 days after the mailing of such notice, andsuch notice shall specify the date, a reasonable place and time for suchmeeting, as well as its purpose.

 

In determining whether a majority of the Units hasapproved an action or amendment, only Units owned by Limited Partners shall becounted.  Any Units acquired by theGeneral Partner or any of its Affiliates will be non-voting, and will not beconsidered outstanding for purposes of determining whether the majorityapproval of the outstanding Units has been obtained.

 

The General Partner may not restrict the voting rightsof Limited Partners as set forth herein.

 

In the event that this Agreement is to be amended inany material respect, the amendment will not become effective prior to allLimited Partners having an opportunity to redeem their Units.

 

# ***18.***          BenefitPlan Investors.

# *** ***

Each Limited Partner that is an “employee benefit plan”as defined in and subject to ERISA, or a “plan” as defined in Section 4975of the Code (collectively, a “Plan”), and each fiduciary who has caused a Planto become a Limited Partner (a “Plan Fiduciary”), represents and warrants that:  (a) the Plan Fiduciary has considered aninvestment in the Partnership in light of the risks relating thereto; (b) thePlan Fiduciary has determined that the investment in the Partnership isconsistent with the Plan Fiduciary’s responsibilities under ERISA; (c) theinvestment in the Partnership does not violate the terms of any legal documentconstituting the Plan or any trust agreement thereunder; (d) the Plan’sinvestment in the Partnership has been duly authorized and approved by allnecessary parties; (e) none of the General Partner, any of its affiliatesor any of their respective agents or employees: (i) has investment discretion with respect to the assets of thePlan used to purchase Units; (ii) has authority or responsibility to orregularly gives investment advice with respect to the assets of the Plan usedto purchase Units for a fee and pursuant to an agreement or understanding thatsuch advice will serve as a primary basis for investment decisions 

 

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with respect to the Plan and that such advice will bebased on the particular investment needs of the Plan; or (iii) is anemployer maintaining or contributing to the Plan; and (f) the PlanFiduciary:  (i) is authorized tomake, and is responsible for, the decision of the Plan to invest in thePartnership, including the determination that such investment is consistentwith the requirement imposed by Section 404 of ERISA that Plan investmentsbe diversified so as to minimize the risks of large losses; (ii) isindependent of the General Partner and any of its affiliates;  and (iii) is qualified to make suchinvestment decision.

 

# ***19.***          GOVERNINGLAW.

# *** ***

THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THESTATE OF DELAWARE WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW; PROVIDED,THAT THE FOREGOING CHOICE OF LAW SHALL NOT RESTRICT THE APPLICATION OF ANYSTATE’S SECURITIES LAWS TO THE SALE OF UNITS TO ITS RESIDENTS OR WITHIN SUCHSTATE.

 

# ***20.***          Miscellaneous.

# *** ***

## (a)           *Notices.*  All notices under thisAgreement must be in writing and will be effective upon personal delivery, orif sent by first class mail, postage prepaid, upon the deposit of such noticein the United States mail.

##  

## (b)           *Binding Effect.*  This Agreement shall inure toand be binding upon all of the parties hereto and all parties indemnified underSection 15, as well as their respective successors and assigns,custodians, estates, heirs and personal representatives.

##  

For purposes of determining the rights of any Partneror assignee hereunder, the Partnership and the General Partner may rely uponthe Partnership records as to who are Partners and assignees, and all Partnersand assignees agree that their rights shall be determined and they shall bebound thereby.

 

## (c)           *Captions.*  Captions are not part of thisAgreement.

##  

## (d)           *Close of Business.* The General Partner will decide when the close of business occurs.

 

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*      *     *      *      *

 

**The parties herebyexecute this Eighth Amended and Restated Limited Partnership Agreement as of [       ], 2007.**

 
| **GENERAL PARTNER:**                        | **** ****    | **LIMITED PARTNERS:**                       |
|---------------------------------------------|-------------------|---------------------------------------------|
| **** ****                              | **** ****    | **** ****                              | **** **** | **** **** |
| MERRILL LYNCH   ALTERNATIVE INVESTMENTS LLC | **** ****    | MERRILL LYNCH   ALTERNATIVE INVESTMENTS LLC |
| **** ****                              | **** ****    | **** ****                              | As  Attorney-in-Fact |
| **** ****                              | **** ****    | **** ****                              | **** **** | **** **** |
| By                                          | ** **        | ** **                                  | By | ** ** |
| ** **                                  | Stephen M. Miller | ** **                                  | ** ** | Stephen M. Miller |
| ** **                                  | Vice President    | ** **                                  | ** ** | Vice President |

 

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