efc7-2580_ch3710690exh41.htm


    Exhibit
      4.1

     

    ML
      SYSTEMATIC MOMENTUM FUTURESACCESS LLC

     

     

    LIMITED
      LIABILITY COMPANY

    OPERATING
      AGREEMENT

    


     

    _______________________________


     

    THE
      UNITS OF LIMITED LIABILITY COMPANY INTEREST CREATED HEREBY HAVE NOT BEEN
      REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES
      ACT, AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS
      PERMITTED UNDER APPLICABLE SECURITIES LAWS AND WITH THE CONSENT OF THE
      SPONSOR.

     

    _______________________________

    


     

     

     

     

    Merrill
      Lynch Alternative Investments LLC

     

    Sponsor

     

     

    March
      8, 2007

     

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A

    
       

       

      ML
        SYSTEMATIC MOMENTUM FUTURESACCESS LLC

      
         

        LIMITED
          LIABILITY COMPANY OPERATING AGREEMENT 
          
            

          

        

         

      

      TABLE
        OF CONTENTS

       

      
        	
                ARTICLE
                  I ORGANIZATION

              
	 
	
                SECTION
                  1.01. OBJECTIVES AND PURPOSES.

              	
                1

              
	 	 
	
                SECTION
                  1.02. INVESTMENT OF CASH RESERVES

              	
                2

              
	 	 
	
                SECTION
                  1.03. FISCAL YEAR; ACCOUNTING PERIODS

              	
                2

              
	 	 
	
                SECTION
                  1.04. REGISTERED AGENT AND OFFICE; PRINCIPAL OFFICE

              	
                3

              
	 	 
	
                SECTION
                  1.05. TERM

              	
                3

              
	 	 
	
                SECTION
                  1.06. NON-ASSIGNABILITY OF UNITS; SUBSTITUTED INVESTORS; LIMITED
                  ASSIGNABILITY OF THE SPONSOR’S INTEREST.

              	
                3

              
	 	 
	
                SECTION
                  1.07. LIABILITY OF INVESTORS.

              	
                3

              
	 	 
	
                ARTICLE
                  II CAPITAL AND TAX ALLOCATIONS

              	 
	 	 
	
                SECTION
                  2.01. CAPITAL CONTRIBUTIONS

              	
                4

              
	 	 
	
                SECTION
                  2.02. OPENING CAPITAL ACCOUNTS.

              	
                6

              
	 	 
	
                SECTION
                  2.03. FINANCIAL ALLOCATIONS AMONG THE UNITS

              	
                6

              
	 	 
	
                SECTION
                  2.04. NET ASSET VALUE

              	
                6

              
	 	 
	
                SECTION
                  2.05. SPONSOR’S FEES; OPERATING EXPENSES.

              	
                8

              
	 	 
	
                SECTION
                  2.06. ALLOCATION OF PROFITS AND LOSSES FOR FINANCIAL
                  PURPOSES

              	
                9

              
	 	 
	
                SECTION
                  2.07. ALLOCATION OF PROFITS AND LOSSES FOR INCOME TAX
                  PURPOSES.

              	
                9

              
	 	 
	
                SECTION
                  2.08. CHARGEBACKS TO CURRENT OR FORMER INVESTORS

              	
                11

              
	 	 
	
                SECTION
                  2.09. PROCESSING OF SUBSCRIPTIONS.

              	
                11

              
	 	 
	
                SECTION
                  2.10. VALUATION OF ASSETS

              	
                11

              
	 	 
	
                SECTION
                  2.11. USE OF ESTIMATES

              	
                13

              
	 	 
	
                SECTION
                  2.12. ACCOUNTING PRACTICES

              	
                13

              
	 	 
	
                ARTICLE
                  III PARTICIPATION IN SYSTEMATIC MOMENTUM FUTURESACCESS PROPERTY;
                  REDEMPTIONS AND DISTRIBUTIONS

              	 
	 	 
	
                SECTION
                  3.01. NO UNDIVIDED INTERESTS IN SYSTEMATIC MOMENTUM FUTURESACCESS
                  PROPERTY

              	
                13

              
	 	 
	
                SECTION
                  3.02. REDEMPTIONS OF UNITS; EXCHANGES.

              	
                13

              
	 	 
	
                SECTION
                  3.03. WITHDRAWALS OF CAPITAL BY THE SPONSOR.

              	
                14

              
	 	 
	
                SECTION
                  3.04. MANDATORY REDEMPTIONS.

              	
                14

              


      

      



      
        
          
          

        

        
          A-i

          
            

          

        

        
          
          

        

      


      


      
        	
                TABLE
                  OF CONTENTS (cont.)

              	 
	 	 
	
                SECTION
                  3.05. MANDATORY REDEMPTIONS TO PAY TAXES

              	
                15

              
	 	 
	
                SECTION
                  3.06. DISTRIBUTIONS

              	
                15

              
	 	 
	
                SECTION
                  3.07. FORM OF DISTRIBUTION AND REDEMPTION PAYMENTS

              	
                15

              
	 	 
	
                SECTION
                  3.08. REMOVAL OF THE SPONSOR

              	
                15

              
	 	 
	
                ARTICLE
                  IV WITHDRAWAL OF THE SPONSOR AND INVESTORS

              	 
	 	 
	
                SECTION
                  4.01. WITHDRAWAL OF THE SPONSOR.

              	
                15

              
	 	 
	
                SECTION
                  4.02. WITHDRAWAL OF AN INVESTOR

              	
                16

              
	 	 
	
                SECTION
                  4.03. STATUS AFTER WITHDRAWAL

              	
                16

              
	 	 
	
                ARTICLE
                  V MANAGEMENT

              	 
	 	 
	
                SECTION
                  5.01. AUTHORITY OF THE SPONSOR.

              	
                16

              
	 	 
	
                SECTION
                  5.02. SERVICE PROVIDERS; INVESTMENTS; ACCOUNTS

              	
                16

              
	 	 
	
                SECTION
                  5.03. ACTIVITIES OF THE SPONSOR PARTIES.

              	
                16

              
	 	 
	
                SECTION
                  5.04. SERVICES PERFORMED FOR SYSTEMATIC MOMENTUM
                  FUTURESACCESS

              	
                17

              
	 	 
	
                SECTION
                  5.05. INTERESTED PARTIES

              	
                17

              
	 	 
	
                SECTION
                  5.06. EXCULPATION

              	
                17

              
	 	 
	
                SECTION
                  5.07. INDEMNIFICATION

              	
                18

              
	 	 
	
                SECTION
                  5.08. FUTURESACCESS FUNDS’ STANDARD OF LIABILITY AND
                  INDEMNIFICATION

              	
                18

              
	 	 
	
                SECTION
                  5.09. INVESTORS’ TRANSACTIONS

              	
                18

              
	 	 
	
                SECTION
                  5.10. RELIANCE BY THIRD PARTIES

              	
                18

              
	 	 
	
                SECTION
                  5.11. REGISTRATION OF ASSETS

              	
                18

              
	 	 
	
                SECTION
                  5.12. LIMITATION ON AUTHORITY OF THE SPONSOR

              	
                18

              
	 	 
	
                ARTICLE
                  VI ADMISSION OF INVESTORS

              	 
	 	 
	
                SECTION
                  6.01. PROCEDURE AS TO NEW INVESTORS

              	
                19

              
	 	 
	
                SECTION
                  6.02. PROCEDURE AS TO NEW MANAGERS

              	
                19

              
	 	 
	
                ARTICLE
                  VII BOOKS OF ACCOUNT; AUDITS; REPORTS TO
                  INVESTORS

              	 
	 	 
	
                SECTION
                  7.01. BOOKS OF ACCOUNT

              	
                19

              
	 	 
	
                SECTION
                  7.02. ANNUAL AUDIT

              	
                19

              
	 	 
	
                SECTION
                  7.03. INTERIM REPORTS

              	
                20

              
	 	 
	
                ARTICLE
                  VIII CONFLICTS OF INTEREST

              	 
	 	 
	
                SECTION
                  8.01. INVESTORS’ CONSENT

              	
                20

              
	 	 
	
                SECTION
                  8.02. INVESTORS’ REPRESENTATIVE.

              	
                20

              


      


      
        
          
          

        

        
          A-ii

          
            

          

        

        
          
          

        

      


      


      
        	
                TABLE
                  OF CONTENTS (cont.)

              	 
	 	 
	
                ARTICLE
                  IX DISSOLUTION AND WINDING UP

              	 
	 	 
	
                SECTION
                  9.01. EVENTS OF DISSOLUTION

              	
                21

              
	 	 
	
                SECTION
                  9.02. DISSOLUTION

              	
                21

              
	 	 
	
                ARTICLE
                  X MISCELLANEOUS PROVISIONS

              	 
	 	 
	
                SECTION
                  10.01. INVESTORS NOT TO CONTROL

              	
                22

              
	 	 
	
                SECTION
                  10.02. POWER OF ATTORNEY

              	
                22

              
	 	 
	
                SECTION
                  10.03. AMENDMENTS; CONSENTS

              	
                22

              
	 	 
	
                SECTION
                  10.04. NOTICES

              	
                23

              
	 	 
	
                SECTION
                  10.05. LEGAL EFFECT; MANNER OF EXECUTION

              	
                23

              
	 	 
	
                SECTION
                  10.06. ENTIRE AGREEMENT

              	
                23

              
	 	 
	
                SECTION
                  10.07. GOVERNING LAW

              	
                23

              
	 	 
	
                SECTION
                  10.08. CONSENT TO JURISDICTION

              	
                23

              
	 	 
	
                SECTION
                  10.09. “TAX MATTERS PARTNER”; TAX ELECTIONS

              	
                23

              
	 	 
	
                SECTION
                  10.10. DETERMINATION OF MATTERS NOT PROVIDED FOR IN THIS
                  AGREEMENT

              	
                24

              
	 	 
	
                SECTION
                  10.11. NO PUBLICITY

              	
                24

              
	 	 
	
                SECTION
                  10.12. SURVIVAL

              	
                24

              
	 	 
	
                SECTION
                  10.13. WAIVERS

              	
                24

              
	 	 
	
                SECTION
                  10.14. VOTING RIGHTS

              	
                24

              
	 	 
	
                SECTION
                  10.15. ISSUANCE OF DIFFERENT CLASSES.

              	
                24

              
	 	 
	
                SECTION
                  10.16. COMPLIANCE WITH THE ADVISERS ACT; SECURITIES LAWS.

              	
                24

              


      

      


       

    

    __________________

    


    TESTIMONIUM

    SIGNATURES


    
      
        
        

      

      
        A-iii

        
          

        

      

      
        
        

      

    


    ML
      SYSTEMATIC MOMENTUM FUTURESACCESS LLC

     

     

    LIMITED
      LIABILITY COMPANY OPERATING AGREEMENT

     

    THIS
      LIMITED LIABILITY COMPANY OPERATING AGREEMENT (“Agreement”) dated March 8, 2007
      of ML Systematic Momentum FuturesAccess LLC (“Systematic Momentum
      FuturesAccess”) by and among Merrill Lynch Alternative Investments LLC, a
      Delaware limited liability company (the “Sponsor”), and those persons who shall
      invest in the units of limited liability company interest (“Units”) created
      hereby — Class A, Class C, Class D and Class I — and shall execute this
      Agreement, by power-of-attorney, as members (such members being hereinafter
      sometimes referred to collectively as “Members” or “Investors”).

     

    WHEREAS,
      the parties hereto desire to form Systematic Momentum FuturesAccess, a limited
      liability company under the provisions of the Delaware Limited Liability Company
      Act (the “Act”), which shall allocate and reallocate its capital among the
      single-advisor funds included in the Merrill Lynch FuturesAccessSM Program
      (“FuturesAccess”); such other funds to be hereinafter sometimes referred to as
“FuturesAccess Funds”) under the direction of the Sponsor.

     

    WHEREAS,
      the Sponsor is the sponsor of Systematic Momentum FuturesAccess and the sponsor
      and manager of each of the FuturesAccess Funds for purposes of the
      Act.

     

    NOW,
      THEREFORE, in consideration of the premises, the mutual agreements herein
      contained and other good and valuable consideration, the receipt and sufficiency
      of which are hereby acknowledged, the parties hereto agree as
      follows:

     

    ARTICLE
      I

    ORGANIZATION

     

    SECTION
      1.01.  OBJECTIVES AND PURPOSES.

     

    
      	
               

            	
              (a)

            	
              Systematic
                Momentum  FuturesAccess shall have the following objectives and
                purposes:

            


    

     

    
      	
               

            	
              (i)

            	
              to
                allocate and reallocate its capital among different FuturesAccess
                Funds
                under the direction of the Sponsor, attempting to achieve consistently
                high risk-adjusted returns by implementing an active multi-advisor
                managed
                futures program.

            


    

     

    
      	
               

            	
              (ii)

            	
              to
                maintain such cash reserves as the Sponsor may from time to time
                deem to
                be appropriate and to invest and manage all such cash reserves;
                and

            


    

     

    
      	
               

            	
              (iii)

            	
              to
                engage in any other lawful act or activity within and without the
                United
                States for which limited liability companies may be organized under
                the
                laws of the State of Delaware.

            


    

     

    
      	
               

            	
              (b)

            	
              Systematic
                Momentum FuturesAccess, and the Sponsor on behalf of Systematic Momentum
                FuturesAccess, shall have the power to enter into, make and perform
                all
                contracts and other undertakings, and engage in all activities and
                transactions as may be necessary or advisable to the carrying out
                of the
                foregoing purposes, including, without limitation, the
                power:

            


    

     

    
      	
               

            	
              (i)

            	
              invest
                in and redeem from FuturesAccess Funds, allocating and reallocating
                its
                capital among FuturesAccess Funds in the discretion of the
                Sponsor;

            


    

     

    
      	
               

            	
              (ii)

            	
              indirectly
                to trade futures, forwards, options and other instruments, on margin
                and
                otherwise, through investing in FuturesAccess
                Funds;

            


    

     

    
      	
               

            	
              (iii)

            	
              to
                borrow money from banks or brokers by hypothecation or pledge of
                all or
                part of the assets of Systematic Momentum
                FuturesAccess;

            


    

     

    
      
        
        

      

      
        
          A-1

          
            ML
              Systematic Momentum FuturesAccess  LLC

            Limited
              Liability Company Operating Agreement Dated as of March 8,
              2007

          

        

        
          

        

      

      
        
        

      

    

     

     

    
      	
               

            	
              (iv)

            	
              to
                exercise, as applicable, all rights, powers, privileges and other
                incidents of ownership or possession with respect to the assets of
                Systematic Momentum FuturesAccess;

            


    

     

    
      	
               

            	
              (v)

            	
              to
                open, maintain and close bank, brokerage and other
                accounts;

            


    

     

    
      	
               

            	
              (vi)

            	
              to
                prepare and file all tax returns required of Systematic Momentum
                FuturesAccess and make any election or determination on behalf of
                Systematic Momentum FuturesAccess in connection therewith or as otherwise
                required or permitted by applicable tax
                laws;

            


    

     

    
      	
               

            	
              (vii)

            	
              to
                bring, defend, compromise and settle legal actions or other claims
                on
                behalf of Systematic Momentum
                FuturesAccess;

            


    

     

    
      	
               

            	
              (viii)

            	
              to
                maintain insurance on behalf of Systematic Momentum FuturesAccess,
                including indemnification insurance;
                and

            


    

     

    
      	
               

            	
              (ix)

            	
              to
                take any and all such actions as the Sponsor may deem to be necessary
                or
                advisable in connection with the
                foregoing.

            


    

     

    SECTION
      1.02.  INVESTMENT OF CASH RESERVES.  The Sponsor shall
      allocate and reallocate Systematic Momentum FuturesAccess’ capital among
      different FuturesAccess Funds, attempting to adapt Systematic Momentum
      FuturesAccess’ overall portfolio to changing market conditions while also
      achieving diversification in the trading strategies implemented for Systematic
      Momentum FuturesAccess.

     

    The
      FuturesAccess Funds among which Systematic Momentum FuturesAccess allocates
      its
      capital may execute transactions in commodity interests, currency interests,
      swap agreements, and any other manner of instruments, on either a principal
      or
      an agency basis, with or through affiliates of the Sponsor (the Sponsor and
      such
      affiliates being hereafter referred to as “Merrill Lynch”) or third
      parties.  The sole clearing broker and the principal forward trading
      counterparty for Systematic Momentum FuturesAccess among which the Sponsor
      allocates and reallocates Systematic Momentum FuturesAccess’ capital shall be
      Merrill Lynch.

     

    The
      FuturesAccess Funds among which the Sponsor allocates and reallocates Systematic
      Momentum FuturesAccess’ capital shall deposit all or substantially all of their
      capital with Merrill Lynch or any other clearing brokers selected by the Sponsor
      pursuant to the arrangements described in the FuturesAccess Confidential Program
      Disclosure Document, as it may be amended from time to time (the “Confidential
      Program Disclosure Document”), all Investors acknowledging that Merrill Lynch
      will not only receive futures brokerage commissions and bid-ask spreads from
      the
      FuturesAccess Funds but also will retain significant economic benefits from
      the
      possession of the FuturesAccess Funds’ assets (including assets representing
      Systematic Momentum FuturesAccess’ investment in such FuturesAccess Fund) in
      addition to the interest which Merrill Lynch will credit to Systematic Momentum
      FuturesAccess’ account.  In addition, the Sponsor may maintain
      Systematic Momentum FuturesAccess’ reserve assets (as well as those of the
      FuturesAccess Funds) in deposit or similar accounts with one or more affiliates
      of the Sponsor, which affiliates may benefit from the possession of such assets,
      as well as with unaffiliated entities.  The interest paid by such
      affiliated and unaffiliated entities on Systematic Momentum FuturesAccess’ and
      the FuturesAccess Funds’ cash so invested will be paid to Systematic Momentum
      FuturesAccess or such FuturesAccess Funds, as the case may
      be.  However, neither the Sponsor nor any of its affiliates (or any
      third parties) will be obligated to account to Systematic Momentum
      FuturesAccess, any FuturesAccess Fund or any Investor for the additional
      economic benefits which the Sponsor or any such affiliate may derive from
      possession of Systematic Momentum FuturesAccess’ assets.

     

    SECTION
      1.03.  FISCAL YEAR; ACCOUNTING PERIODS.  The fiscal year of
      Systematic Momentum FuturesAccess shall end on each December
      31.  Systematic Momentum FuturesAccess’ accounting periods
      (“Accounting Periods”), as of the end of each of which increases and decreases
      in Systematic Momentum FuturesAccess’ “Net Assets” (as defined in Section 2.04)
— as notified to the Sponsor by the FuturesAccess Funds in which the Sponsor
      invests Systematic Momentum FuturesAccess’ capital — shall be calculated and
      reflected in the Net Asset Value of the Units issued by

     


    
      
        
        

      

      
        
          A-2

          
            ML
              Systematic Momentum FuturesAccess  LLC

            Limited
              Liability Company Operating Agreement Dated as of March 8,
              2007

          

        

        
          

        

      

      
        
        

      

    


    Systematic
      Momentum FuturesAccess, shall begin: (i) as of the day that Systematic Momentum
      FuturesAccess first begins operations; (ii) as of the day that any Unit is
      issued; (iii) as of the day immediately following any redemption of Units or
      withdrawal from an Investor’s Capital Account; (iv) as of the beginning of each
      calendar month; and (v) as of such other day as the Sponsor may
      determine.  An Accounting Period shall end on the day immediately
      preceding the beginning of the next Accounting Period.

     

    SECTION
      1.04.  REGISTERED AGENT AND OFFICE; PRINCIPAL
      OFFICE.  Systematic Momentum FuturesAccess shall maintain in the State
      of Delaware a registered agent and office.  The identity and location
      of said registered agent and office shall be determined by the Sponsor, and
      may
      be changed from time to time by the Sponsor.

     

    The
      initial registered office of Systematic Momentum FuturesAccess in the State
      of
      Delaware is c/o The Corporation Trust Company, Corporation Trust Center, 1209
      Orange Street, Wilmington, New Castle County, Delaware 19801.

     

    The
      principal office of Systematic Momentum FuturesAccess shall be located at the
      offices of the Sponsor, 225 Liberty Street, 2 World Financial Center, South
      Tower, 7th Floor, New York, New York  10281, or such other place as
      the Sponsor may designate from time to time.

     

    SECTION
      1.05.  TERM.  The term of Systematic Momentum FuturesAccess
      commenced as of the date its Certificate of Formation was filed with the
      Secretary of State of the State of Delaware, and shall continue until terminated
      by the dissolution and winding up of Systematic Momentum FuturesAccess as
      hereinafter provided.

     

    SECTION
      1.06.  NON-ASSIGNABILITY OF UNITS; SUBSTITUTED INVESTORS; LIMITED
      ASSIGNABILITY OF THE SPONSOR’S INTEREST.

     

    
      	
               

            	
              (a)

            	
              No
                Investor shall assign, encumber, pledge, hypothecate or otherwise
                transfer
                any of such Investor’s Units without the consent of the Sponsor, and any
                assignment, encumbrance, pledge, hypothecation or transfer of Units,
                whether voluntary, involuntary or by operation of law, to which the
                Sponsor does not consent shall result in the Units so assigned,
                encumbered, pledged, hypothecated or otherwise transferred being
                mandatorily redeemed as of the end of the month during which such
                purported assignment, encumbrance, pledge, hypothecation or transfer
                occurred.  Any assignment, encumbrance, pledge, hypothecation or
                transfer which shall result in the termination of Systematic Momentum
                FuturesAccess for federal income tax purposes shall be null and void
                ab
                initio and of no legal force or effect whatsoever.  An assigning
                Investor shall remain liable to Systematic Momentum FuturesAccess
                as
                provided in the Act, regardless of whether his or her assignee becomes
                a
                substituted Investor.

            


    

     

    
      	
               

            	
              (b)

            	
              The
                Sponsor may not assign, encumber, pledge, hypothecate or otherwise
                transfer all or any portion of its manager’s interest in Systematic
                Momentum FuturesAccess; provided, that the Sponsor may assign such
                interest to an affiliate of the Sponsor upon notice (which need not
                be
                prior notice) to the Investors or in connection with the sale or
                transfer
                of all or a material portion of the Sponsor’s equity or
                assets.  See Sections 4.01 and
                6.02.

            


    

     

    SECTION
      1.07.  LIABILITY OF INVESTORS.

     

    
      	
               

            	
              (a)

            	
              Nothing
                herein shall require the Sponsor to maintain any minimum net worth
                or
                shall make any person associated with the Sponsor individually liable
                for
                any debt, liability or obligation of Systematic Momentum FuturesAccess
                or
                of the Sponsor

            


    

     

    
      	
               

            	
              (b)

            	
              No
                Investor shall have any obligation to restore any negative balance
                in such
                Investor’s Capital Account.

            


    

     

    
      	
               

            	
              (c)

            	
              The
                Sponsor shall have no obligation to restore any negative balance
                in any
                Investor’s or in the Sponsor’s Capital
                Account.

            


    

     

    
      	
               

            	
              (d)

            	
              Except
                as provided in Section 2.08 (providing for chargebacks to current
                or
                former Investors), the Sponsor and the Investors shall be liable
                for the
                repayment, satisfaction and discharge of debts,
                liabilities

            


    

     


    
      
        
        

      

      
        
          A-3

          
            ML
              Systematic Momentum FuturesAccess  LLC

            Limited
              Liability Company Operating Agreement Dated as of March 8,
              2007

          

        

        
          

        

      

      
        
        

      

    


    
      	
               

            	
              and
                obligations of Systematic Momentum FuturesAccess only to the extent
                of the
                Sponsor’s or such Investor’s investment in Systematic Momentum
                FuturesAccess and not in excess
                thereof.

            


    

     

    ARTICLE
      II

    CAPITAL
      AND TAX ALLOCATIONS

     

    SECTION
      2.01.  CAPITAL CONTRIBUTIONS.  All Capital Contributions to
      Systematic Momentum FuturesAccess shall be made in cash.  Capital
      Contributions may be made in such amounts, and at such times, as the Sponsor
      may
      determine. The Sponsor may permit certain Investors to make smaller initial
      or
      subsequent Capital Contributions than is otherwise generally required by the
      Sponsor without entitling any other Investor to make smaller initial or
      subsequent Capital Contributions.

     

    Investors
      will receive Units in return for their Capital Contributions.  Each
      class of Units (“Class”) shall initially be issued at $1.00 per Unit, and
      thereafter at Net Asset Value.

     

    Systematic
      Momentum FuturesAccess shall invest in each of the FuturesAccess Funds as a
      single investor, irrespective of the different times that Investors subscribe
      for Units.

     

    The
      Sponsor (and/or any other Merrill Lynch entity) may, but need not, make Capital
      Contributions as of any date that any Units are issued.  Merrill Lynch
      may provide initial (“seed”) capital to enable the Fund to begin trading before
      sufficient client capital has been raised to meet the Fund’s minimum
      capitalization.  Seed capital (if any) will be invested in Class D
      Units.  However, neither the Sponsor nor any other Merrill Lynch
      entity has any obligation to “seed” the Fund (or any other FuturesAccess
      Fund).  The Units shall be issued in four Classes — Class A Units,
      Class C Units, Class D Units and Class I Units.  Units of a new Class
      or Series may be issued in the Sponsor’s sole discretion.

     

    Sales
      commissions will be deducted from Class A, Class D and Class I subscriptions
      as
      described in the Confidential Program Disclosure Document, and the net amount
      of
      such subscriptions (after deducting applicable sales commissions) will be
      invested in the Units.  The Sponsor may waive or reduce sales
      commissions for certain Investors without entitling any other Investor to any
      such waiver or reduction.

     

    Fractional
      Units shall not be issued to Investors (but may be issued to the Sponsor or
      any
      other Merrill Lynch entity).  Investors’ subscriptions shall be used
      to purchase the largest whole number of Units of the appropriate Class
      possible.  Any subscription amount which cannot be used to purchase
      whole Units will be credited (in cash) to Investors’ Merrill Lynch customer
      securities accounts.

     

    Provided
      Systematic Momentum FuturesAccess’ overall minimum capitalization is met, there
      is no minimum number of Units of a particular Class that must be sold in order
      for Units of that particular Class to be issued.

     

    Once
      Systematic Momentum FuturesAccess has begun operations, there is no minimum
      dollar amount of subscriptions that must be received as of the beginning of
      any
      calendar quarter in order for additional Units of any Class to be
      issued.  All Units will be issued only as the Sponsor may determine,
      irrespective of how many subscriptions are received.

     

    Class
      eligibility shall be determined on the basis of an Investor’s total
“FuturesAccess Investment” (defined below) in FuturesAccess overall as well as,
      in the case of Class D Units, in a particular FuturesAccess Fund.  An
      Investor’s “FuturesAccess Investment,” determined as of the beginning of each
      month, equals the greater of:

     

    (i)           the
      market value of all of an Investor’s outstanding Units (or in a particular
      FuturesAccess Fund, as applicable) based on the most recently available Net
      Asset Values, plus pending subscriptions; or

     

    (ii)           an
      Investor’s net subscriptions to FuturesAccess overall (or to a particular
      FuturesAccess Fund, as applicable).  Net subscriptions means an
      Investor’s aggregate subscriptions less aggregate redemptions (not including
      pending redemptions).

     

    Class
      A
      and Class C Units shall be assigned for FuturesAccess Investments up to
      $5,000,000; Class I Units are assigned for FuturesAccess Investments
      of  $5,000,000 or more; and Class D Units are assigned for
      FuturesAccess Investments in

     


    
      
        
        

      

      
        
          A-4

          
            ML
              Systematic Momentum FuturesAccess  LLC

            Limited
              Liability Company Operating Agreement Dated as of March 8,
              2007

          

        

        
          

        

      

      
        
        

      

    


    an
      individual FuturesAccess Fund of $5,000,000 or more or aggregate FuturesAccess
      Investments of $15,000,000 or more.

     

    Except
      for purposes of determining Class D eligibility in a particular FuturesAccess
      Fund, the purchase and sale of Units in an exchange shall offset each other
      and
      shall have no effect on the amount of an Investor’s net subscriptions to
      FuturesAccess overall.

     

    FuturesAccess
      Investments attributable to certain related accounts may be combined for
      purposes of determining an Investor’s Class I and Class D
      eligibility.  In addition, Investors who participate in Merrill
      Lynch’s HedgeAccess® Program, which is composed of private investment funds
      which primarily trade securities (“HedgeAccess”), shall be permitted to
      aggregate their Investments in FuturesAccess and HedgeAccess for purposes of
      determining such Investors’ Class I and Class D eligibility.

     

    Systematic
      Momentum FuturesAccess will itself acquire Class D Units in the underlying
      FuturesAccess Funds.

     

    There
      shall be no minimum FuturesAccess Investment required to invest in Class A
      or
      Class C Units (other than the minimum subscription amounts required to invest
      in
      a particular FuturesAccess Fund or FuturesAccess overall).

     

    New
      Investors whose initial subscription equals or exceeds $5,000,000 shall be
      issued Class I Units in each FuturesAccess Fund in which they
      invest.  If an existing Investor, whose FuturesAccess Investment is
      less than $5,000,000, makes an additional subscription which causes such
      Investor’s FuturesAccess Investment to equal or exceed $5,000,000 (including the
      new subscription), the entire new subscription shall be invested in Class I
      Units.  The Investor’s existing Units shall not be converted from
      Class A or Class C (as the case may be) to Class I Units, but all subsequent
      subscriptions and exchanges made by such Investor shall be for Class I
      Units.

     

    Class
      D
      eligibility is determined on both an individual FuturesAccess Fund and an
      overall FuturesAccess basis.

     

    Investors
      whose initial subscription to any one FuturesAccess Fund equals or exceeds
      $5,000,000 shall be issued Class D Units in that FuturesAccess
      Fund.  If an Investor, whose FuturesAccess Investment in a particular
      FuturesAccess Fund is less than $5,000,000, makes an additional subscription
      or
      exchange into that FuturesAccess Fund which causes such Investor’s FuturesAccess
      Investment to equal or exceed $5,000,000 (including the new subscription or
      exchange), the entire new subscription or exchange into that FuturesAccess
      Fund
      shall be invested in Class D Units.  The Investor’s existing Units in
      that FuturesAccess Fund shall not be converted to Class D Units, but all
      subsequent subscriptions or exchanges made by such Investor into the same
      FuturesAccess Fund shall be for Class D Units.  However,
      notwithstanding the fact that an Investor’s FuturesAccess Investment in a
      particular FuturesAccess Fund equals or exceeds $5,000,000, if that Investor
      invests or exchanges into another FuturesAccess Fund in which such Investor’s
      FuturesAccess Investment is less than $5,000,000, such Investor shall not
      receive Class D Units in such other FuturesAccess Fund (except as described
      immediately below).

     

    New
      Investors whose initial subscription equals or exceeds $15,000,000 shall be
      issued Class D Units in each FuturesAccess Fund in which they invest,
      irrespective of whether such Investor’s FuturesAccess Investments in any one
      FuturesAccess Fund equals or exceeds $5,000,000.  If an existing
      Investor, whose FuturesAccess Investment is less than $15,000,000, makes an
      additional subscription immediately after which such Investor’s FuturesAccess
      Investment equals or exceeds $15,000,000 (including the new subscription),
      the
      entire new subscription shall be invested in Class D Units.  The
      Investor’s existing Units shall not be converted to Class D Units, but all
      subsequent subscriptions and exchanges made by such Investor will be for Class
      D
      Units.

     

    Subscriptions
      made to all FuturesAccess Funds shall be aggregated for purposes of determining
      whether an Investor is eligible to invest in Class D or Class I
      Units.

     

    Once
      an
      Investor is issued Class I or Class D Units, such Investor shall continue to
      be
      issued Class I or Class D Units (as applicable) irrespective of subsequent
      redemptions or Unit value depreciation; provided that, if an Investor withdraws
      entirely from FuturesAccess or a particular FuturesAccess Fund and subsequently
      reinvests, such Investor’s Class I

     


    
      
        
        

      

      
        
          A-5

          
            ML
              Systematic Momentum FuturesAccess  LLC

            Limited
              Liability Company Operating Agreement Dated as of March 8,
              2007

          

        

        
          

        

      

      
        
        

      

    


    and/or
      Class D Unit eligibility shall be determined from the date of such reinvestment
      as if such Investor had never previously participated in FuturesAccess or such
      FuturesAccess Fund.

     

    Merrill
      Lynch officers and employees invest in Class I Units without regard to the
      $5,000,000 minimum “Program Investment” requirement.  Such exemption
      from the minimum FuturesAccess Investment requirement shall not be generally
      available to other Investors.

     

    Certain
      Merrill Lynch clients may invest in Class I or a customized Class of Units
      on
      different terms than those described herein, depending on the type of Merrill
      Lynch Account held by such clients.  In addition, Systematic Momentum
      FuturesAccess may from time to time offer to certain Merrill Lynch clients
      a
      customized Class of Units having different financial terms than those described
      herein or the Confidential Program Disclosure Document, provided that doing
      so
      does not have a material adverse effect on existing Investors.  Such
      customized Classes will generally be designed for Investors who are subject
      to
      additional fees on their investments in the FuturesAccess Funds depending on
      the
      type of Merrill Lynch Account held by such Investors or other reasons, and
      shall
      not be generally available to other Investors.

     

    The
      amount of each Investor’s Capital Contribution shall be set forth in such
      Investor’s FuturesAccess Program Subscription and Exchange Agreement Signature
      Page.  A FuturesAccess Program Subscription and Exchange Agreement
      (including the FuturesAccess Program Subscription and Exchange Agreement
      Signature Page) must be completed and accepted by the Sponsor prior to an
      Investor’s initial Capital Contribution if such Investor is not already an
      investor in FuturesAccess.  A new Program Subscription and Exchange
      Agreement Signature Page must be submitted each time an existing Investor makes
      a Capital Contribution or exchange.

     

    The
      aggregate of all Capital Contributions shall be available to Systematic Momentum
      FuturesAccess to carry out its objectives and purposes.

     

    No
      Investor shall be obligated to make any additional Capital Contributions, except
      as provided in Section 2.08.

     

    No
      provision of this Agreement shall be construed as guaranteeing the return,
      by
      any Sponsor Party or Systematic Momentum FuturesAccess, of all or any part
      of
      the Capital Contribution(s) of any Investor.

     

    SECTION
      2.02.  OPENING CAPITAL ACCOUNTS.

     

    
      	
               

            	
              (a)

            	
              There
                shall be established for each Unit of each Class on the books of
                Systematic Momentum FuturesAccess, as of the first day of each Accounting
                Period, an Opening Capital Account which, for the Accounting Period
                as of
                the beginning of which such Unit is issued, shall be the Capital
                Contribution made in respect of such Unit and which, for each Accounting
                Period thereafter, shall be an amount equal to the Closing Capital
                Account
                (determined as set forth in Section 2.06) attributable to such Unit
                for
                the immediately preceding Accounting
                Period.

            


    

     

    
      	
               

            	
              (b)

            	
              The
                Sponsor may, but shall not be required to, make Capital Contributions
                to
                Systematic Momentum FuturesAccess from time to time as new Units
                are
                issued, which shall be accounted for on a Unit-equivalent basis and
                shall
                participate in the profits and losses of the Units on the same basis
                as
                the Capital Accounts of the Class D
                Units.

            


    

     

    
      	
               

            	
              (c)

            	
              For
                all purposes of this Agreement, references to Units shall be deemed
                to
                include the Sponsor’s Capital Account on a Unit-equivalent basis (unless
                the context otherwise requires or the reference is made explicit
                for
                greater certainty).

            


    

     

    SECTION
      2.03.  FINANCIAL ALLOCATIONS AMONG THE UNITS.  The net
      profits and losses are allocated to each Class as provided in Section 2.06
      and
      shall be allocated equally among the Units of such Class.  All Units
      of the same Class shall have the same Net Asset Value.

     

    SECTION
      2.04.  NET ASSET VALUE.  For the purposes of this Agreement,
      unless the context otherwise requires, “Net Assets” and “Net Asset Value” shall
      mean assets less liabilities.  For purposes of determining Opening
      Capital Accounts,

     


    
      
        
        

      

      
        
          A-6

          
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              Systematic Momentum FuturesAccess  LLC

            Limited
              Liability Company Operating Agreement Dated as of March 8,
              2007

          

        

        
          

        

      

      
        
        

      

    


    Net
      Asset
      Value shall be determined as of the beginning of, and for purposes of
      determining Closing Capital Accounts, Net Asset Value will be determined as
      of
      the close of, business on the relevant valuation date.

     

    
      	
               

            	
              (a)

            	
              The
                assets of Systematic Momentum FuturesAccess shall
                include:

            


    

     

    
      	
               

            	
              (i)

            	
              all
                FuturesAccess Fund investments held by Systematic Momentum
                FuturesAccess;

            


    

     

    
      	
               

            	
              (ii)

            	
              all
                cash on hand or on deposit in bank or other interest-bearing accounts,
                including any interest accrued
                thereon;

            


    

     

    
      	
               

            	
              (iii)

            	
              all
                bills, demand notes and accounts
                receivable;

            


    

     

    
      	
               

            	
              (iv)

            	
              all
                securities (including, without limitation, money-market funds, Treasury
                bills and other short-term, interest-bearing instruments), commodity
                interests, currency interests, swap agreements and all other instruments
                owned or contracted for by Systematic Momentum
                FuturesAccess;

            


    

     

    
      	
               

            	
              (v)

            	
              all
                interest accrued on any interest-bearing securities owned by Systematic
                Momentum FuturesAccess except to the extent that the same is included
                or
                reflected in the valuation of such securities;
                and

            


    

     

    
      	
               

            	
              (vi)

            	
              all
                other assets of every kind and nature, including prepaid
                expenses.

            


    

     

    
      	
               

            	
              (b)

            	
              The
                liabilities of Systematic Momentum FuturesAccess shall be deemed
                to
                include the following (provided, however, that in determining the
                amount
                of such liabilities, Systematic Momentum FuturesAccess may calculate
                expenses of a regular or recurring nature for any given period on
                an
                estimated basis in advance, and may accrue the same in such manner
                as the
                Sponsor may deem appropriate over such
                period):

            


    

     

    
      	
               

            	
              (i)

            	
              all
                bills and accounts payable;

            


    

     

    
      	
               

            	
              (ii)

            	
              all
                expenses accrued, reimbursable or payable;
                and

            


    

     

    
      	
               

            	
              (iii)

            	
              all
                other liabilities, present or future, including such reserves as
                the
                Sponsor may (as contemplated by Section 2.04(g)), deem
                advisable.

            


    

     

    
      	
               

            	
              (c)

            	
              The
                Sponsor’s Fees shall be determined, and Units’ Capital Accounts
                correspondingly reduced, after the allocation of the other components
                of
                Net Asset Value, as described
                above.

            


    

     

    
      	
               

            	
              (d)

            	
              Operating
                expenses shall be allocated among the Units pro rata based on their
                respective Net Asset Values as of the beginning of the
                month.

            


    

     

    
      	
               

            	
              (e)

            	
              Extraordinary
                costs, if any, shall be allocated as incurred in such manner as the
                Sponsor may deem to be fair and
                equitable.

            


    

     

    
      	
               

            	
              (f)

            	
              Organizational
                and initial offering costs shall be deducted from Net Asset Value
                in
                installments as of the end of each of the first 60 calendar months
                after
                the initial issuance of the Units, as contemplated by Section 2.05(b)
                (for
                financial and performance reporting purposes, all such costs must
                be
                deducted from Net Asset Value as of the date of such initial
                issuance).

            


    

     

    
      	
               

            	
              (g)

            	
              All
                Investors, by becoming party to this Agreement, hereby agree and
                consent
                to the Sponsor’s authority to establish whatever reserves the Sponsor may
                determine to be appropriate in order to cover losses, contingencies,
                liabilities, uncertain valuations and other factors.  Such
                authority shall extend to the Sponsor establishing such reserves
                as the
                sponsor of underlying FuturesAccess Funds.  Any such reserves
                shall, unless the Sponsor determines that such reserves are properly
                attributable to certain but

            


    

     


    
      
        
        

      

      
        
          A-7

          
            ML
              Systematic Momentum FuturesAccess  LLC

            Limited
              Liability Company Operating Agreement Dated as of March 8,
              2007

          

        

        
          

        

      

      
        
        

      

    


    
      	
               

            	
              less
                than all outstanding Units, reduce the Net Asset Value of the Units
                of
                each Class pro rata based on their respective Net Asset Values, after
                reduction for accrued Sponsor’s Fees, operating expenses and extraordinary
                expenses until such time, if any, as such reserves are
                reversed.  Reserves, when reversed, shall be similarly allocated
                among the Units then outstanding pro rata based on their
                respective Net Asset Value (irrespective of whether such Units were
                outstanding when the reserves were
                established).

            


    

     

    
      	
               

            	
              (h)

            	
              The
                Sponsor may suspend the calculation of Net Asset Value during any
                period
                when one or more of the FuturesAccess Funds in which Systematic Momentum
                FuturesAccess is invested is not reporting its Net Asset
                Value.  The Sponsor will give notice of any such suspension to
                all Investors.

            


    

     

    SECTION
      2.05.  SPONSOR’S FEES; OPERATING EXPENSES.

     

    
      	
               

            	
              (a)

            	
              The
                Sponsor shall receive monthly Sponsor’s Fees, payable in arrears of 1/12
                of 1.50%, 2.50%, 0% and 1.10%, respectively, of the aggregate Net
                Asset
                Value of the Class A, Class C, Class D and Class I Units, in each
                case as
                of the close of business (as determined by the Sponsor) on the last
                business day of each calendar month (Net Asset Value for purposes
                of
                calculating the Sponsor’s Fees shall not be reduced by the accrued
                Sponsor’s Fees being calculated).  The Sponsor’s Fees shall be
                accrued monthly.  The Sponsor may waive or reduce Sponsor’s Fees
                for certain Investors without entitling any other Investor to any
                such
                waiver or reduction.

            


    

     

    
      	
               

            	
              (b)

            	
              Systematic
                Momentum FuturesAccess shall reimburse the Sponsor for the organizational
                and initial offering costs incurred by Systematic Momentum FuturesAccess
                in respect of the initial offering of the Units (of all Classes combined)
                in installments as of the end of each of the first 60 calendar months
                of
                Systematic Momentum FuturesAccess’ operation, beginning with the end of
                the first calendar month after the initial issuance of the
                Units.  Systematic Momentum FuturesAccess shall expense such
                costs over the same 60-month schedule.   If Systematic
                Momentum FuturesAccess dissolves prior to the end of such 60
                calendar-month period, any remaining reimbursement obligation with
                respect
                to organizational and initial offering costs shall be
                eliminated.

            


    

     

    
      	
               

            	
              (c)

            	
              The
                Sponsor’s Fees, as well as operating expenses due to the Sponsor
                (including:  organizational and initial offering costs; ongoing
                offering costs; administrative, custody, transfer, exchange and redemption
                processing, legal, regulatory, filing, tax, audit, escrow, accounting
                and
                printing costs; and extraordinary expenses), shall be debited by
                the
                Sponsor directly from Systematic Momentum FuturesAccess’ account and paid
                to the Sponsor, where appropriate, as if to a third party, not credited
                to
                the Sponsor’s Capital Account.

            


    

     

    
      	
               

            	
              (d)

            	
              Systematic
                Momentum FuturesAccess shall pay all transaction costs relating to
                any
                direct investing done by it, as
                incurred.

            


    

     

    
      	
               

            	
              (e)

            	
              The
                Sponsor’s Fees, but not reimbursement payments for organizational and
                initial offering costs, shall be appropriately pro rated in the case
                of
                partial calendar months.

            


    

     

    
      	
               

            	
              (f)

            	
              Systematic
                Momentum FuturesAccess shall pay all expenses, including administrative
                and ongoing offering costs, as well as any extraordinary expenses,
                incurred in its operations (including the expenses of any services
                provided by the Sponsor, other than in its capacity as Sponsor, or
                its
                affiliates); provided, that Systematic Momentum FuturesAccess shall
                not
                pay any allocable Sponsor overhead.

            


    

     

    
      	
               

            	
              (g)

            	
              The
                Sponsor retains outside service providers to supply tax reporting,
                custody
                and accounting services to FuturesAccess.  Systematic Momentum
                FuturesAccess’ operating costs will include Systematic Momentum
                FuturesAccess’ allocable share of the fees and expenses of such service
                providers, as well as the fees and expenses of any Merrill Lynch
                entity
                which may provide such (or other) services in the
                future.

            


    

     

    
      	
               

            	
              (h)

            	
              The
                Capital Account of the Sponsor (if any) shall not be subject to Sponsor’s
                Fees.

            


    

     


    
      
        
        

      

      
        
          A-8

          
            ML
              Systematic Momentum FuturesAccess  LLC

            Limited
              Liability Company Operating Agreement Dated as of March 8,
              2007

          

        

        
          

        

      

      
        
        

      

    


    SECTION
      2.06.  ALLOCATION OF PROFITS AND LOSSES FOR FINANCIAL
      PURPOSES.  As of the end of each Accounting Period and before giving
      effect to any redemptions then being made, the Closing Capital Account of each
      Class shall be determined by adjusting the Opening Capital Account of each
      such
      Class as of the beginning of such Accounting Period in the following
      manner:

     

    
      	
               

            	
              (a)

            	
              Any
                increase or decrease in the Net Asset Value of Systematic Momentum
                FuturesAccess, after deduction of all operating expenses, but prior
                to
                accrual of the Sponsor’s Fees, during such Accounting Period shall be
                credited pro rata, without any order or priority,
                among:  (i) each Class of Units; and (ii) the Sponsor’s Capital
                Account, if any, based in each case on the aggregate Opening Capital
                Accounts attributable to each such Class of Units and the Sponsor’s
                Capital Account.  Extraordinary expenses shall be allocated as
                the Sponsor may determine.

            


    

     

    
      	
               

            	
              (b)

            	
              If
                the Closing Capital Account per Unit of any Class is reduced to zero,
                any
                further decrease in the Net Asset Value per Unit shall be allocated
                to the
                Sponsor’s Capital Account, if any.

            


    

     

    
      	
               

            	
              (c)

            	
              The
                Sponsor’s Fee shall be debited from each Class, in each case after the
                Section 2.06(a) and (b) allocations are
                made.

            


    

     

    
      	
               

            	
              (d)

            	
              The
                Net Assets of each Class shall be divided equally among all Units
                of such
                Class.

            


    

     

    SECTION
      2.07.  ALLOCATION OF PROFITS AND LOSSES FOR INCOME TAX
      PURPOSES.

     

    
      	
               

            	
              (a)

            	
              A
                Tax Account shall be established for each Unit of each
                Class.  The Tax Accounts of all outstanding Units shall
                initially be equal to each Unit’s net purchase price (i.e., the
                subscription price for such Unit reduced by any sales commissions)
                and
                shall subsequently be increased by such Unit’s share of the taxable and
                tax-exempt income of Systematic Momentum FuturesAccess and decreased
                by
                such Unit’s share of the items of loss or expense and nondeductible items
                of loss or expense of Systematic Momentum FuturesAccess, as well
                as by any
                distributions.

            


    

     

    
      	
               

            	
              (b)

            	
              For
                federal income tax purposes, items of ordinary income and loss, capital
                gain and capital loss shall, unless the Sponsor believes that doing
                so
                would not equitably reflect the economic experience of the Units,
                be
                allocated as of December 31 of each year among the Units, in the
                following
                order and priority:

            


    

     

    
      	
               

            	
              (i)

            	
              Items
                of ordinary income and deduction generated by Systematic Momentum
                FuturesAccess (as reported to it by the FuturesAccess Funds in which
                it
                invests shall be allocated pro rata among the Units which were
                outstanding during the months in such year when such items of ordinary
                income and deductions accrued.

            


    

     

    
      	
               

            	
              (ii)

            	
              Gains
                will be allocated FIRST, to Investors who have redeemed Units during
                such
                year (including as of December 31), to the extent of the positive
                difference (if any) between the amounts received or receivable upon
                redemption and the respective Tax Account balances of the redeemed
                Units.  SECOND, gains will be allocated to Investors to the
                extent of the positive difference (if any) between the Capital Account
                balance and the Tax Account balance attributable to their remaining
                Units.  THIRD, gains will be allocated among all outstanding
                Units based on their respective Net Asset
                Values.

            


    

     

    
      	
               

            	
              (iii)

            	
              Losses
                shall be allocated FIRST, to Investors who have redeemed Units during
                such
                year (including as of December 31), to the extent of the negative
                difference (if any) between the amounts received or receivable upon
                redemption and the respective Tax Account balances of the redeemed
                Units.  SECOND, losses shall be allocated to Investors to the
                extent of the negative difference (if any) between the Capital Account
                balance and Tax Account balance attributable to their remaining
                Units.  THIRD,  losses shall be allocated among all
                outstanding Units based on their respective Net Asset
                Values.

            


    

     


    
      
        
        

      

      
        
          A-9

          
            ML
              Systematic Momentum FuturesAccess  LLC

            Limited
              Liability Company Operating Agreement Dated as of March 8,
              2007

          

        

        
          

        

      

      
        
        

      

    


    
      	
               

            	
              (iv)

            	
              In
                the case of each of the FIRST and SECOND allocation levels set forth
                in
                Sections 2.07(b)(ii) and (iii), if there is insufficient gain or
                loss to
                make the complete allocation required at such level, such allocation
                will
                be made pro rata among all Units which are subject to an
                allocation at such level in accordance with the respective amounts
                which
                would have been allocated had a complete allocation been
                possible.

            


    

     

    
      	
               

            	
              (v)

            	
              Sponsor’s
                Fees, as well as the operating expenses (in each case as adjusted
                to
                reflect the non-deductibility of all or a portion of such Sponsor’s Fees
                and operating expenses) and extraordinary expenses, shall be allocated,
                for tax purposes, to the Tax Accounts of the Units based on the amount
                of
                the foregoing actually debited from the Units’ respective Capital
                Accounts.

            


    

     

    
      	
               

            	
              (vi)

            	
              Items
                of ordinary income and/or gain attributable to amounts received by
                Systematic Momentum FuturesAccess from the Trading Advisor for payment to
                the Sponsor shall be specially allocated to the
                Sponsor.

            


    

     

    
      	
               

            	
              (c)

            	
              The
                character of items of income, gain, loss or deduction (ordinary,
                short-term and long-term) and of the items required to be separately
                stated by Section 702(a) of the Code shall be allocated to the Investors
                pursuant to this Section 2.07 so as equitably to reflect, without
                discrimination or preference among Investors, the amounts credited
                or
                debited to the Units’ respective Capital Accounts pursuant to Section
                2.06.  Furthermore, to the extent that the FuturesAccess Fund
                has a net long-term capital gain or loss that may be subject to more
                than
                one maximum federal income tax rate, allocations of such gain or
                loss
                shall be made pro rata from among the amounts subject to each
                maximum tax rate.

            


    

     

    
      	
               

            	
              (d)

            	
              In
                the case of Units which are transferred during a fiscal year, the
                tax
                allocations shall be made to such Units as provided above.  The
                Tax Items so allocated will then be divided among the transferor(s)
                and
                the transferee(s) based on the number of months during such year
                that each
                held such Units, or in such other manner as the Sponsor may deem
                equitable.

            


    

     

    
      	
               

            	
              (e)

            	
              Having
                in mind the principles of the allocations set forth above in this
                Section
                2.07 (to which all Investors consent by becoming Investors), the
                Sponsor
                may nevertheless make such allocations of items of ordinary income
                and
                gain, ordinary deduction and loss and any items required to be separately
                stated by Section 702(a) of the Code, as the Sponsor may deem fair
                and
                equitable — even if not consistent with the foregoing allocations — in
                order to cause the Tax Items allocated to the Investors, respectively,
                better to take into account (as determined by the Sponsor) the Units’
                respective Opening Capital Accounts and distributive shares of net
                profit
                and net loss, any entry of new Investors, any redemptions, any differences
                between income for tax purposes and for Net Asset Value purposes,
                the
                differences between the Classes of Units and any other special
                circumstances which may arise; provided, however, that no such allocation
                by the Sponsor shall discriminate unfairly against any Investor;
                and
                provided further, that the Sponsor shall be under no obligation whatsoever
                to deviate from the allocations set forth
                above.

            


    

     

    
      	
               

            	
              (f)

            	
              Systematic
                Momentum FuturesAccess may, to the extent practicable (i.e., to
                the extent that Systematic Momentum FuturesAccess receives gross
                tax
                allocations from the FuturesAccess Funds in which it invests) allocate
                Tax
                Items on a gross rather than a net
                basis.

            


    

     

    
      	
               

            	
              (g)

            	
              Allocations
                pursuant to this Section 2.07 are solely for purposes of federal,
                state
                and local taxes and shall not affect, or in any way be taken into
                account
                in computing, any Units’ Capital Account or share of net profits, net
                losses, other items or
                distributions.

            


    

     

    
      	
               

            	
              (h)

            	
              The
                tax allocations set forth in this Section 2.07 are intended to allocate
                items of Systematic Momentum FuturesAccess’ income, gains, losses and
                deductions (ordinary, short-term and long-term) in accordance with
                Sections 704(b) and 704(c) of the Code, and the regulations thereunder,
                including, without limitation, the requirements set forth therein
                regarding a “qualified income
                offset.”

            


    

     


    
      
        
        

      

      
        
          A-10

          
            ML
              Systematic Momentum FuturesAccess  LLC

            Limited
              Liability Company Operating Agreement Dated as of March 8,
              2007

          

        

        
          

        

      

      
        
        

      

    


    
      	
               

            	
              (i)

            	
              The
                Sponsor may make such modifications to this Agreement as the Sponsor
                believes may be required to comply with Section 704(c) of the Code
                and the
                regulations thereunder.

            


    

     

    
      	
               

            	
              (j)

            	
              In
                the event that the Sponsor determines to issue a new Class of Units,
                the
                foregoing tax allocations shall be adjusted so as equitably to allocate
                tax items between or among the different
                Classes.

            


    

     

    SECTION
      2.08.  CHARGEBACKS TO CURRENT OR FORMER INVESTORS.  Each
      Investor, by subscribing for Units, agrees to repay, despite the fact that
      such
      Investor no longer remains an Investor, to Systematic Momentum FuturesAccess
      any
      amount (including interest at the rate set by the Sponsor in good faith from
      the
      date of any payment of redemption or distribution proceeds to such Investor
      by
      Systematic Momentum FuturesAccess) which the Sponsor may reasonably determine
      to
      be due to Systematic Momentum FuturesAccess from such Investor as a result,
      for
      example, of any claims arising (prior or subsequent to such Investor’s
      withdrawal from Systematic Momentum FuturesAccess) relating to events or
      circumstances (whether known or unknown at the time of such Investor’s
      withdrawal) in existence while such Investor was an Investor or, subject to
      the
      following paragraph, in the event that the Net Asset Value per Unit (of any
      Class) at which such Investor was permitted to redeem is later determined to
      have been overstated or otherwise miscalculated due to circumstances (whether
      known or unknown at the time of such Investor’s redemption) in existence as of
      the date of redemption (either of the level of Systematic Momentum FuturesAccess
      or at that of one of the underlying FuturesAccess Fund in which it
      invest.  In no event shall any provision of this Section 2.08 require
      an Investor to repay to Systematic Momentum FuturesAccess any amounts in excess
      of the redemption proceeds received by such Investor from, or the amounts
      distributed to such Investor by, Systematic Momentum FuturesAccess, plus
      interest thereon as provided above.

     

    In
      the
      event that the Sponsor determines that an amount paid by Systematic Momentum
      FuturesAccess to a withdrawn or continuing Investor was less or more than the
      amount which such Investor was, in fact, entitled to receive, the Sponsor shall
      not (unless the Sponsor otherwise determines) attempt to make appropriate
      adjusting payments to, or formally request appropriate adjusting payments from,
      such withdrawn Investor or make retroactive adjustments to such continuing
      Investor’s Units in order to reflect such discrepancy, but rather shall reflect
      such adjustments in the Accounting Period in which they become
      known.

     

    SECTION
      2.09.  PROCESSING OF SUBSCRIPTIONS.

     

    
      	
               

            	
              (a)

            	
              The
                Sponsor may admit new Investors to Systematic Momentum FuturesAccess
                at
                such times and upon such notice (if any) as the Sponsor may
                determine.  Investors’ Merrill Lynch Accounts will be debited on
                or about the issuance date of such Units, and the amount so debited,
                less
                any applicable sales commission, will be invested directly in Systematic
                Momentum FuturesAccess.  No interest will be payable in respect
                of any such subscriptions.

            


    

     

    
      	
               

            	
              (b)

            	
              Members
                acknowledge that the admission of new Members may change the overall
                allocation of Systematic Momentum FuturesAccess’ portfolio among the
                underlying FuturesAccess Funds.

            


    

     

    
      	
               

            	
              (c)

            	
              Pursuant
                to Securities and Exchange Commission Rule 15c2-4, any subscriptions
                held
                in escrow during the initial offering period pending release to Systematic
                Momentum FuturesAccess shall be held by a bank independent of the
                Sponsor,
                its affiliates, and their respective officers, employees, representatives
                and agents (each, a “Sponsor Party” and, collectively, the “Sponsor
                Parties”).

            


    

     

    SECTION
      2.10.  VALUATION OF ASSETS.  For all purposes of this
      Agreement, including, without limitation, the determination of the Net Asset
      Value per Unit of each Class, the assets of Systematic Momentum FuturesAccess
      shall be valued according to the following principles:

     

    
      	
               

            	
              (a)

            	
              The
                Net Assets of Systematic Momentum FuturesAccess are its assets less
                its
                liabilities determined in accordance with generally accepted accounting
                principles and as described below.

            


    

     


    
      
        
        

      

      
        
          A-11

          
            ML
              Systematic Momentum FuturesAccess  LLC

            Limited
              Liability Company Operating Agreement Dated as of March 8,
              2007

          

        

        
          

        

      

      
        
        

      

    


    
      	
               

            	
              (b)

            	
              Systematic
                Momentum FuturesAccess’ investments in the FuturesAccess Funds shall be
                valued by such FuturesAccess Funds.

            


    

     

    
      	
               

            	
              (c)

            	
              The
                Sponsor shall value any asset of Systematic Momentum FuturesAccess
                not
                invested in a FuturesAccess Fund by applying the following general
                principles:

            


    

     

    
      	
               

            	
              (i)

            	
              commodity
                interests and currency interests which are traded on a United States
                exchange shall be valued at their settlement on the date as of which
                the
                values are being determined;

            


    

     

    
      	
               

            	
              (ii)

            	
              commodity
                interests and currency interests not traded on a United States exchange
                shall be valued based upon policies established by the Sponsor, generally
                based on prices as reported by any reliable source selected by the
                Sponsor, consistently applied for each variety of
                interest;

            


    

     

    
      	
               

            	
              (iii)

            	
              swap
                agreements shall be valued in the good faith discretion of the Sponsor
                based on quotations received from dealers deemed appropriate by the
                Sponsor;

            


    

     

    
      	
               

            	
              (iv)

            	
              bank
                and other interest-bearing accounts, Treasury bills and other short-term,
                interest-bearing instruments shall be valued at cost plus accrued
                interest;

            


    

     

    
      	
               

            	
              (v)

            	
              securities
                which are traded on a national securities exchange shall be valued
                at
                their closing price on the date as of which their value is being
                determined on the national securities exchange on which such securities
                are principally traded or on a consolidated tape which includes such
                exchange, whichever shall be selected by the Sponsor, or, if there
                is no
                closing price on such date on such exchange or consolidated tape,
                at the
                prior day’s closing price;

            


    

     

    
      	
               

            	
              (vi)

            	
              securities
                not traded on a national securities exchange but traded over-the-counter
                shall be valued based on prices as reported by any reliable source
                selected by the Sponsor;

            


    

     

    
      	
               

            	
              (vii)

            	
              money-market
                funds shall be valued at their net asset value on the date as of
                which
                their value is being determined;

            


    

     

    
      	
               

            	
              (viii)

            	
              if
                on the date as of which any valuation is being made, the exchange
                or
                market herein designated for the valuation of any given assets is
                not open
                for business, the basis for valuing such assets shall be such value
                as the
                Sponsor may deem fair and
                reasonable;

            


    

     

    
      	
               

            	
              (ix)

            	
              all
                other assets, including securities traded on foreign exchanges, and
                liabilities shall be valued in good faith by the Sponsor, including
                assets
                and liabilities for which there is no readily identifiable market
                value;

            


    

     

    
      	
               

            	
              (x)

            	
              the
                foregoing valuations may be modified by the Sponsor if and to the
                extent
                that it shall determine that modifications are advisable in order
                better
                to reflect the true value of any asset;
                and

            


    

     

    
      	
               

            	
              (xi)

            	
              the
                Sponsor, as sponsor of each FuturesAccess Fund, may reduce the valuation
                of any asset (or of a FuturesAccess Fund) by reserves established,
                as
                contemplated by Section 2.04(g), to reflect losses, contingencies,
                liabilities, uncertain valuations or other factors, which the Sponsor
                determines reduce, or might reduce, the value of such asset (or of
                a
                FuturesAccess Fund as a whole in the case of reserves not specifically
                attributable to any particular
                asset).

            


    

     

    All
      determinations of value by the Sponsor shall be final and conclusive as to
      all
      Investors, in the absence of manifest error, and the Sponsor shall be absolutely
      protected in relying upon valuations furnished to the Sponsor by third parties,
      provided that such reliance is in good faith.

     


    
      
        
        

      

      
        
          A-12

          
            ML
              Systematic Momentum FuturesAccess  LLC

            Limited
              Liability Company Operating Agreement Dated as of March 8,
              2007

          

        

        
          

        

      

      
        
        

      

    


    The
      Sponsor may suspend the calculation of Net Asset Value during any period when
      any of the FuturesAccess Funds in which Systematic Momentum FuturesAccess
      invests has done so.

     

    SECTION
      2.11.  USE OF ESTIMATES.  The Sponsor is authorized to make
      all Net Asset Value determinations (including, without limitation, for purposes
      of determining redemption payments and calculating Sponsor’s Fees) on the basis
      of estimated numbers (in most cases as estimated by the Sponsor itself as
      sponsor of the respective FuturesAccess Funds).  The Sponsor shall not
      (unless the Sponsor otherwise determines) attempt to make any retroactive
      adjustments in order to reflect the differences between such estimated and
      the
      final numbers, but rather shall reflect such differences in the Accounting
      Period in which final numbers become available.  The Sponsor also
      shall not (unless the Sponsor otherwise determines) revise Sponsor’s Fee
      calculations to reflect differences between estimated and final numbers
      (including differences which have resulted in economic benefit to a Sponsor
      Party).

     

    If,
      after
      payment of redemption proceeds, the Sponsor determines that adjustment to the
      Net Asset Value of the redeemed Units is necessary, the redeeming Investor
      (if
      the Net Asset Value is adjusted upwards) or the remaining Investors (if the
      Net
      Asset Value is adjusted downwards) will bear the risk of such
      adjustment.  The redeeming Investor will neither receive further
      distributions from, nor will it be required to reimburse, Systematic Momentum
      FuturesAccess in such circumstances.

     

    All
      Members acknowledge and agree that because Systematic Momentum FuturesAccess
      will invest in multiple FuturesAccess Funds the likelihood of there being
      material discrepancies between estimated and final Net Asset Values is greater
      in the case of Systematic Momentum FuturesAccess than in the case of any single
      FuturesAccess Fund.

     

    SECTION
      2.12.  ACCOUNTING PRACTICES.  All matters concerning
      FuturesAccess Fund accounting practices shall be determined by the Sponsor
      on a
      fair and equitable basis, and all such determinations shall be final and
      conclusive as to all Investors.  However, the Sponsor shall be under
      no obligation whatsoever to make any deviations from the allocations set forth
      in this Article II.

     

    In
      reporting Net Asset Values to Investors and third parties on an interim basis,
      the Sponsor shall be entitled to accrue fees and payments due at the end of
      a
      period as if such fees or payments were due (on a pro rata basis, if
      appropriate) as of the end of an interim period within such period.

     

    ARTICLE
      III

    PARTICIPATION
      IN SYSTEMATIC MOMENTUM FUTURESACCESS PROPERTY;

    REDEMPTIONS
      AND DISTRIBUTIONS

     

    SECTION
      3.01.  NO UNDIVIDED INTERESTS IN SYSTEMATIC MOMENTUM FUTURESACCESS
      PROPERTY.  Each Unit shall represent an interest in Systematic
      Momentum FuturesAccess, not an undivided interest in any property of the
      Systematic Momentum FuturesAccess (including its investments in FuturesAccess
      Funds).  The Units shall constitute personal property for all
      purposes.

     

    SECTION
      3.02.  REDEMPTIONS OF UNITS; EXCHANGES.

     

    
      	
               

            	
              (a)

            	
              Timing
                and Amount of Redemptions.  Subject to this Section 3.02,
                an Investor shall be entitled to redeem all or part of such Investor’s
                Units as of the end of any calendar month, upon giving at least 10
                days’
                written or oral notice.  Investors who have Merrill Lynch
                customer securities accounts may give such notice by contacting their
                Merrill Lynch Financial Advisor, orally or in writing; Investors
                who no
                longer have a Merrill Lynch customer securities account must submit
                written notice of redemption, with the signature guaranteed by a
                United
                States bank or broker-dealer, to the
                Sponsor.

            


    

     

    
      	
               

            	
              (b)

            	
              No
                Redemption Fees.  Systematic Momentum FuturesAccess shall
                not charge any redemption fees.

            


    

     

    
      	
               

            	
              (c)

            	
              Payment
                of Redemptions.  The Sponsor shall cause Systematic
                Momentum FuturesAccess to distribute to redeeming Investors the estimated
                Net Asset Value of the Units redeemed by them,
                generally

            


    

     


    
      
        
        

      

      
        
          A-13

          
            ML
              Systematic Momentum FuturesAccess  LLC

            Limited
              Liability Company Operating Agreement Dated as of March 8,
              2007

          

        

        
          

        

      

      
        
        

      

    


    
      	
               

            	
              approximately
                10 business days after the effective date of redemption, although
                there
                can be no assurance of the timing of such
                payment.

            


    

     

    Units
      which have been redeemed, but the proceeds of which have not yet been paid,
      shall nevertheless be deemed to have ceased to be outstanding from the effective
      date of redemption for all other purposes hereunder.

     

    No
      interest shall be paid to Investors on redemption proceeds held pending
      distribution.  Systematic Momentum FuturesAccess shall retain any such
      interest.

     

    
      	
               

            	
              (d)

            	
              Suspension
                of Redemptions.  In the event that Systematic Momentum
                FuturesAccess suspends the calculation of Net Asset Value, the Sponsor
                shall, upon written notice to all affected Investors, suspend any
                or all
                redemption requests (as well as any request to exchange Units for
                units of
                other funds included in FuturesAccess).  Any unsatisfied
                redemption requests shall be suspended until such time as Systematic
                Momentum FuturesAccess is again able to calculate Net Asset
                Value.  All Units subject to suspended redemption requests shall
                continue to be treated as outstanding for all purposes hereunder,
                as if no
                redemption requests relating thereto had been submitted, until the
                effective date of their suspended redemption.  During any period
                in which Systematic Momentum FuturesAccess has suspended redemptions,
                Investors will not be able to exchange Units for units of other
                FuturesAccess Funds.

            


    

     

    If
      the
      Sponsor determines that a portion, but not all, of pending redemption requests
      can be processed in due course, the requests of all Investors submitting timely
      redemption requests with respect to any given redemption date shall be satisfied
      pro rata (based on the aggregate Net Asset Value of the Units requested
      to be redeemed by all Investors) from such funds as the Sponsor determines
      are
      available for distribution.

     

    In
      addition to the foregoing provisions of this Section 3.02(d), the Sponsor may
      delay or suspend both the payment of redemption proceeds and the effective
      date
      of redemptions if the Sponsor determines that not doing so would have adverse
      consequences for the non-redeeming Investors.

     

    
      	
               

            	
              (e)

            	
              Exchanges.  Investors
                may generally exchange Units for units in other FuturesAccess Funds
                as
                described in the FuturesAccess Program Subscription and Exchange
                Agreement
                and Signature Pages thereto, as supplemented and amended from time
                to
                time.  Any circumstance leading to a delay or suspension of
                either redemption dates or the receipt of the proceeds of redemptions
                from
                Systematic Momentum FuturesAccess shall have a corresponding effect
                on
                Investors’ exercise of their Exchange Privileges relating to Systematic
                Momentum FuturesAccess.

            


    

     

    SECTION
      3.03.  WITHDRAWALS OF CAPITAL BY THE SPONSOR.

     

    
      	
               

            	
              (a)

            	
              The
                Sponsor may withdraw capital from its Capital Account(s), if any,
                without
                notice to the Investors.

            


    

     

    
      	
               

            	
              (b)

            	
              To
                the extent Merrill Lynch has provided any “seed” capital to the Fund,
                Merrill Lynch will redeem $50,000 of its Units (by aggregate Net
                Asset
                Value) for each $50,000 in net client investments (i.e.,
                subscriptions minus client redemptions and exchanges) received by
                the Fund
                after it begins operation.  Notwithstanding the foregoing,
                Merrill Lynch may vary the foregoing redemption schedule upon advance
                agreement with the Trading Advisor (e.g., Merrill Lynch may agree
                not to begin withdrawing all or a portion of its initial seed capital
                for
                a specified period of time) and may withdraw seed capital at different
                times and on different terms than are available to
                Investors.

            


    

     

    SECTION
      3.04.  MANDATORY REDEMPTIONS.

     

    
      	
               

            	
              (a)

            	
              The
                Sponsor may mandatorily redeem part or all of the Units held by a
                particular Investor if the Sponsor determines that (i) such Investor’s
                continued holding of Units could result in adverse consequences to
                Systematic Momentum FuturesAccess, (ii) such Investor has a history
                of
                excessive exchanges between different FuturesAccess Funds and/or
                HedgeAccess funds that is contrary to the purpose and/or efficient
                management of the Programs, (iii) such Investor’s investment in the Units,
                or aggregate investment in

            


    

     


    
      
        
        

      

      
        
          A-14

          
            ML
              Systematic Momentum FuturesAccess  LLC

            Limited
              Liability Company Operating Agreement Dated as of March 8,
              2007

          

        

        
          

        

      

      
        
        

      

    


    
      	
               

            	
              FuturesAccess,
                is below the minimum level established by the Sponsor (including
                any
                increase in such minimum level that the Sponsor may implement in
                the
                future) or (iv) for any other
                reason.

            


    

     

    
      	
               

            	
              (b)

            	
              The
                Sponsor will mandatorily redeem all of Systematic Momentum FuturesAccess’
                outstanding Units in the event that the Sponsor concludes that it
                is no
                longer advisable to operate Systematic Momentum FuturesAccess or
                if the
                amount of assets invested in Systematic Momentum FuturesAccess declines
                to
                a level that the Sponsor believes makes the continued operation of
                Systematic Momentum FuturesAccess impracticable or
                uneconomical.

            


    

     

    
      	
               

            	
              (c)

            	
              Units
                mandatorily redeemed shall be redeemed as of the specified month-end
                without any further action on the part of the affected Investor,
                and the
                provisions of Sections 3.02 and 3.07 shall apply.  In the event
                that the Sponsor mandatorily redeems any of an Investor’s Units, such
                Investor shall have the option to redeem all of such Investor’s Units as
                of the date fixed for redemption.

            


    

     

    SECTION
      3.05.  MANDATORY REDEMPTIONS TO PAY TAXES.  In the event
      that Systematic Momentum FuturesAccess is required to pay or withhold state,
      local or other taxes with respect to a particular Investor or Investors,
      Systematic Momentum FuturesAccess may redeem an appropriate number of such
      Investor’s or Investors’ Units as of the end of the Accounting Period
      immediately following such payment in order to reimburse Systematic Momentum
      FuturesAccess for the amount of such payment, together with interest on the
      amounts so paid at the 91-day Treasury bill rate as in effect as of the
      beginning of each calendar month, starting with the calendar month in which
      such
      payment is made, through the end of such Accounting Period.

     

    SECTION
      3.06.  DISTRIBUTIONS.  Systematic Momentum FuturesAccess
      distributions shall be made in the sole discretion of the Sponsor.  No
      distributions are required.

     

    SECTION
      3.07.  FORM OF DISTRIBUTION AND REDEMPTION PAYMENTS.  No
      Investor shall have the right to demand or receive any property other than
      cash
      upon redemption.  Distributions or payouts made to Investors shall be
      made in cash.

     

    SECTION
      3.08.  REMOVAL OF THE SPONSOR.  Upon at least 60 days
      written notice to the Sponsor and all Investors in Systematic Momentum
      FuturesAccess, the Sponsor may be required to withdraw as manager of Systematic
      Momentum FuturesAccess by a vote of Investors owning not less than 50% of the
      outstanding Units (by Net Asset Value), not including Units held by Sponsor
      Parties.  Any such removal shall be effective as of the end of the
      calendar quarter in which such vote occurs.

     

    ARTICLE
      IV

    WITHDRAWAL
      OF THE SPONSOR AND INVESTORS

     

    SECTION
      4.01.  WITHDRAWAL OF THE SPONSOR.

     

    
      	
               

            	
              (a)

            	
              The
                Sponsor may withdraw from Systematic Momentum FuturesAccess at any
                time,
                without any breach of this Agreement, upon 90 calendar days’ written
                notice to the Investors.  Withdrawal of the Sponsor shall not
                dissolve Systematic Momentum FuturesAccess if at the time there is
                at
                least one other manager remaining; however, all Investors shall be
                entitled to redeem their Units, in total and not in part, as of the
                effective date of any such withdrawal by the Sponsor, unless an entity
                affiliated with the Sponsor remains as a manager of Systematic Momentum
                FuturesAccess.  Nothing in this Section 4.01(a) shall, however,
                restrict the Sponsor from assigning and delegating its rights and
                obligations under this Agreement to an affiliate of the Sponsor upon
                notice (which need not be prior notice) to the Investors or in connection
                with the sale of all or a material portion of the Sponsor’s equity or
                assets.

            


    

     

    
      	
               

            	
              (b)

            	
              Withdrawal
                of the last remaining manager shall dissolve Systematic Momentum
                FuturesAccess.

            


    

     


    
      
        
        

      

      
        
          A-15

          
            ML
              Systematic Momentum FuturesAccess  LLC

            Limited
              Liability Company Operating Agreement Dated as of March 8,
              2007

          

        

        
          

        

      

      
        
        

      

    


    SECTION
      4.02.  WITHDRAWAL OF AN INVESTOR.  An Investor shall
      withdraw from Systematic Momentum FuturesAccess upon redemption of all of such
      Investor’s outstanding Units.  Withdrawal of an Investor shall not be
      a cause for dissolution of Systematic Momentum FuturesAccess.

     

    SECTION
      4.03.  STATUS AFTER WITHDRAWAL.  Except to the extent
      provided in Section 2.08 or Section 7.02, each Investor upon redemption of
      the
      last of such Investor’s Units shall cease to have any rights under this
      Agreement.

     

    ARTICLE
      V

    MANAGEMENT

     

    SECTION
      5.01.  AUTHORITY OF THE SPONSOR.

     

    
      	
               

            	
              (a)

            	
              The
                management and operation of Systematic Momentum FuturesAccess and
                the
                determination of its policies shall be vested exclusively in the
                Sponsor.  The Sponsor shall have the authority and power on
                behalf and in the name of Systematic Momentum FuturesAccess to carry
                out
                any and all of the objectives and purposes of Systematic Momentum
                FuturesAccess set forth in Section 1.01, and to perform all acts
                and enter
                into and perform all contracts and other undertakings which the Sponsor
                may deem necessary or advisable in connection with such objectives
                and
                purposes or incidental thereto.  All actions and determinations
                to be made by the Sponsor hereunder shall, unless otherwise expressly
                provided, be made in the Sponsor’s sole and absolute
                discretion.

            


    

     

    
      	
               

            	
              (b)

            	
              The
                Sponsor is specifically authorized to manage Systematic Momentum
                FuturesAccess’ cash flow, including through paying its costs by bank or
                other borrowings.

            


    

     

    SECTION
      5.02.  SERVICE PROVIDERS; INVESTMENTS; ACCOUNTS.  The
      Sponsor is hereby authorized and empowered to carry out and implement any and
      all of the objectives and purposes of Systematic Momentum FuturesAccess,
      including and without limiting the generality of the foregoing:

     

    
      	
               

            	
              (a)

            	
              to
                invest in and redeem from, allocating and reallocating Systematic
                Momentum
                FuturesAccess’ capital among, the various FuturesAccess
                Funds;

            


    

     

    
      	
               

            	
              (b)

            	
              to
                engage attorneys, accountants, agents and other persons as the Sponsor
                may
                deem necessary or advisable;

            


    

     

    
      	
               

            	
              (c)

            	
              to
                open, maintain and close accounts, including margin, discretionary
                and
                cash management accounts, with brokers, dealers, counterparties or
                other
                persons (in each case, including affiliates of the Sponsor) and to
                pay the
                customary fees and charges applicable to transactions in, or the
                maintenance of, all such accounts;

            


    

     

    
      	
               

            	
              (d)

            	
              to
                invest in money-market funds (including funds sponsored by affiliates
                of
                the Sponsor), Treasury bills or other short-term, interest-bearing
                instruments;

            


    

     

    
      	
               

            	
              (e)

            	
              to
                open, maintain and close bank and other interest-bearing and
                non-interest-bearing accounts; and

            


    

     

    
      	
               

            	
              (f)

            	
              to
                enter into, make and perform such contracts, agreements and other
                undertakings as the Sponsor may deem necessary, advisable or incidental
                to
                the conduct of the business of Systematic Momentum
                FuturesAccess.

            


    

     

    SECTION
      5.03.  ACTIVITIES OF THE SPONSOR PARTIES.

     

    
      	
               

            	
              (a)

            	
              The
                respective Sponsor Parties will not devote their full business time,
                or
                any material portion of their business time, to Systematic Momentum
                FuturesAccess, as each is involved in the management of numerous
                other
                client and proprietary accounts.  However, the Sponsor hereby
                agrees to devote to the objectives and purposes of Systematic Momentum
                FuturesAccess such amount of the business time of its officers and
                employees as the Sponsor shall deem necessary for the management
                of the
                affairs of

            


    

     


    
      
        
        

      

      
        
          A-16

          
            ML
              Systematic Momentum FuturesAccess  LLC

            Limited
              Liability Company Operating Agreement Dated as of March 8,
              2007

          

        

        
          

        

      

      
        
        

      

    


    
      	
               

            	
              Systematic
                Momentum FuturesAccess; provided, however, that nothing contained
                in this
                Section 5.03(a) shall preclude any Sponsor Party from acting as a
                director, stockholder, officer or employee of any corporation, a
                trustee
                of any trust, a partner of any partnership, a manager or member of
                any
                other limited liability company or an administrative official of
                any other
                business or governmental entity, or from receiving compensation for
                services rendered thereto, from participating in profits derived
                from
                investments in any such entity or from investing in any securities
                or
                other property for such person’s own
                account.

            


    

     

    
      	
               

            	
              (b)

            	
              As
                contemplated by Section 2.05(g), the Sponsor retains outside service
                providers to supply certain services to FuturesAccess, including,
                but not
                limited to: tax reporting, custody, accounting and escrow services
                to
                FuturesAccess.  Operating costs include Systematic Momentum
                FuturesAccess’ allocable share of the fees and expenses of such (or other)
                service providers, as well as the fees and expenses of any Sponsor
                Party
                which may provide such (or other) services in the
                futures.

            


    

     

    SECTION
      5.04.  SERVICES PERFORMED FOR SYSTEMATIC MOMENTUM
      FUTURESACCESS.  Any Sponsor Party may perform administrative services
      for Systematic Momentum FuturesAccess, without such Sponsor Party waiving its
      fees for such services.

     

    SECTION
      5.05.  INTERESTED PARTIES.  The fact that a Sponsor Party or
      an Investor is directly or indirectly interested in or connected with Systematic
      Momentum FuturesAccess or a related party with which or with whom Systematic
      Momentum FuturesAccess has dealings, including but not limited to the Sponsor’s
      sharing in the Management Fees paid and Performance Fee paid by the underlying
      FuturesAccess Funds in which the Sponsor invests, the receipt or rebate of
      other
      advisory and/or management fees, brokerage commissions, “bid-ask” spreads,
      mark-ups or other expenses, shall not preclude such dealings or make them void
      or voidable; and neither Systematic Momentum FuturesAccess nor any of the
      Investors shall have any rights in or to any such dealings or in or to any
      profits derived therefrom.

     

    SECTION
      5.06.  EXCULPATION.  The Sponsor Parties shall not be liable
      to Systematic Momentum FuturesAccess or any Investor for any claims, costs,
      expenses, damages or losses arising out of or in connection with this Agreement,
      the Sponsor acting as manager of Systematic Momentum FuturesAccess, Systematic
      Momentum FuturesAccess in general or the offering of the Units, for any conduct
      undertaken or omitted in good faith, and in the belief that such conduct or
      omission was in, or not opposed to, the best interests of Systematic Momentum
      FuturesAccess; provided, that such conduct or omission did not constitute gross
      negligence or intentional misconduct on the part of such Sponsor
      Party.

     

    No
      Sponsor Party shall be liable to Systematic Momentum FuturesAccess or any
      Investor for failure to obtain for any FuturesAccess Fund or Systematic Momentum
      FuturesAccess the lowest negotiated brokerage commission rates, or to combine
      or
      arrange trading orders so as to obtain the lowest brokerage commission rates
      with respect to any transaction on behalf of any FuturesAccess Fund or for
      the
      failure to recapture, directly or indirectly, any brokerage commissions for
      the
      benefit of the FuturesAccess Fund or Systematic Momentum
      FuturesAccess.

     

    No
      Sponsor Party shall be liable to Systematic Momentum FuturesAccess or any
      Investor for claims, costs, expenses, damages or losses due to circumstances
      beyond any Sponsor Party’s control, or due to the negligence, dishonesty, bad
      faith or misfeasance of any third party chosen by a Sponsor Party in good
      faith.

     

    In
      no
      respect by way of limiting the foregoing exculpatory provisions but rather
      by
      way of greater certainty, no Sponsor Party shall be liable to Systematic
      Momentum FuturesAccess or any Investor for any actions or omissions
      of:  (i) the trading advisor for any FuturesAccess Fund; (ii) any
      broker, dealer or counterparty unaffiliated with Merrill Lynch chosen by a
      Sponsor Party in good faith; or (iii) any broker, dealer or counterparty chosen
      by the trading advisor for any FuturesAccess Fund.

     

    Affiliates
      of the Sponsor will provide Systematic Momentum FuturesAccess with futures
      brokerage, forward dealing and other counterparty and dealer services, and
      shall
      receive compensation in connection therewith.

     


    
      
        
        

      

      
        
          A-17

          
            ML
              Systematic Momentum FuturesAccess  LLC

            Limited
              Liability Company Operating Agreement Dated as of March 8,
              2007

          

        

        
          

        

      

      
        
        

      

    


    SECTION
      5.07.  INDEMNIFICATION.  Systematic Momentum FuturesAccess
      shall indemnify and hold harmless the Sponsor Parties from and against any
      claims, costs, expenses, damages or losses (including, without limitation,
      from
      and against any judgment, settlement, attorneys’ fees and other costs or
      expenses incurred in connection with the defense of any actual or threatened
      action or proceeding) suffered or sustained by any of them by reason of the
      fact
      that a Sponsor Party is or was connected in any respect with Systematic Momentum
      FuturesAccess; provided, that the conduct or omission which led to such claim,
      cost, expense, damage or loss met the standard of exculpation set forth in
      Section 5.06 above.

     

    Systematic
      Momentum FuturesAccess shall advance payments asserted by a Sponsor Party to
      be
      due under the preceding paragraph pending a final determination of whether
      such
      indemnification is, in fact, due; provided, that such Sponsor Party agrees
      in
      writing to return any amounts so advanced (without interest) in the event such
      indemnification is finally determined not to be due.

     

    Whether
      or not a Sponsor Party is entitled to indemnification hereunder shall be
      determined by the judgment of independent counsel as to whether such Sponsor
      Party has reasonable grounds for asserting that indemnification is so due,
      unless otherwise determined by a court, arbitral tribunal or administrative
      forum.

     

    In
      the
      event Systematic Momentum FuturesAccess is made a party to any claim, dispute
      or
      litigation, or otherwise incurs any loss or expense, as a result of or in
      connection with any Investor’s activities, obligations or liabilities unrelated
      to Systematic Momentum FuturesAccess’ business, such Investor shall indemnify
      and reimburse Systematic Momentum FuturesAccess for all loss and expense
      incurred, including attorneys’ fees.

     

    SECTION
      5.08.  FUTURESACCESS FUNDS’ STANDARD OF LIABILITY AND
      INDEMNIFICATION.  The Members acknowledge and agree that each
      FuturesAccess Fund in which Systematic Momentum FuturesAccess invests will
      apply
      the same standard of liability and indemnification to the Sponsor in its
      capacity as sponsor of such FuturesAccess Fund.

     

    SECTION
      5.09.  INVESTORS’ TRANSACTIONS.  Nothing in this Agreement
      is intended to prohibit any Investor from buying, selling or otherwise
      transacting in securities, commodity interests, currency interests, swap
      agreements or other instruments for such Investor’s own account, including
      commodity interests, currency interests, swap agreements, securities or other
      instruments which are the same as those held by Systematic Momentum
      FuturesAccess or any FuturesAccess Fund in which Systematic Momentum
      FuturesAccess invests.

     

    SECTION
      5.10.  RELIANCE BY THIRD PARTIES.  In dealing with the
      Sponsor acting on behalf of Systematic Momentum FuturesAccess, no person shall
      be required to inquire into the authority of the Sponsor to bind Systematic
      Momentum FuturesAccess.  Persons dealing with Systematic Momentum
      FuturesAccess shall also be entitled to rely on a certification by the Sponsor
      with regard to the authority of other persons to act on behalf of Systematic
      Momentum FuturesAccess in any matter.

     

    SECTION
      5.11.  REGISTRATION OF ASSETS.  Any assets owned by
      Systematic Momentum FuturesAccess may be registered in Systematic Momentum
      FuturesAccess’ name, in the name of a nominee or in “street name.”

     

    SECTION
      5.12.  LIMITATION ON AUTHORITY OF THE SPONSOR.  The Sponsor
      shall not have the authority without the consent of Investors holding more
      than
      50% of the outstanding Units (by Net Asset Value), not including Units held
      by
      Sponsor Parties, then held by Investors to:

     

    
      	
               

            	
              (a)

            	
              do
                any act in contravention of this Agreement (other than pursuant to
                the
                Sponsor’s authority to unilaterally amend this Agreement, as provided in
                Section 10.03);

            


    

     

    
      	
               

            	
              (b)

            	
              confess
                a judgment against Systematic Momentum FuturesAccess;
                or

            


    

     

    
      	
               

            	
              (c)

            	
              possess
                Systematic Momentum FuturesAccess property or assign rights to specific
                FuturesAccess Fund property for other than a FuturesAccess Fund
                purpose.

            


    

     


    
      
        
        

      

      
        
          A-18

          
            ML
              Systematic Momentum FuturesAccess  LLC

            Limited
              Liability Company Operating Agreement Dated as of March 8,
              2007

          

        

        
          

        

      

      
        
        

      

    


    ARTICLE
      VI

    ADMISSION
      OF INVESTORS

     

    SECTION
      6.01.  PROCEDURE AS TO NEW INVESTORS.  The Sponsor may, as
      of the beginning of any calendar month (or as of such other times as the Sponsor
      may deem appropriate), admit one or more new Investors by issuing to such
      Investor(s) Units of the appropriate Class.  Each new Investor to
      FuturesAccess shall execute and deliver an appropriate FuturesAccess Program
      Subscription and Exchange Agreement, and each additional Capital Contribution
      (whether a new subscription or an exchange) shall be accompanied by a new
      FuturesAccess Program Subscription and Exchange Agreement Signature
      Page.  Systematic Momentum FuturesAccess may charge an Investor such
      amount as may be deemed appropriate by the Sponsor to compensate Systematic
      Momentum FuturesAccess in the case of any Capital Contribution received by
      Systematic Momentum FuturesAccess after the day as of which the new Investor
      making such Capital Contribution is admitted to Systematic Momentum
      FuturesAccess and such Investor’s Units are deemed to have been
      issued.

     

    Admission
      of a new Investor shall not result in a dissolution of Systematic Momentum
      FuturesAccess.

     

    SECTION
      6.02.  PROCEDURE AS TO NEW MANAGERS.  One or more additional
      managers may be admitted to Systematic Momentum FuturesAccess by the Sponsor,
      without the consent of any Investor, if, but only if, the additional manager
      or
      managers are affiliates of the Sponsor or successors to all or a material
      portion of the Sponsor’s equity or assets.  The Sponsor shall promptly
      notify the Investors of the admission of any such affiliated manager or managers
      (such notice need not, however, be prior notice).  No manager or
      managers which is not or are not affiliated with the Sponsor may be admitted
      to
      Systematic Momentum FuturesAccess without the consent of Investors holding
      more
      than 50% of the outstanding Units (by Net Asset Value), not including Units
      held
      by Sponsor Parties, then held by Investors; provided, that the foregoing
      restriction shall not apply in the case of a sale of all or a material portion
      of the Sponsor’s equity or assets.

     

    ARTICLE
      VII

    BOOKS
      OF ACCOUNT; AUDITS; REPORTS TO INVESTORS

     

    SECTION
      7.01.  BOOKS OF ACCOUNT.  The books of account of Systematic
      Momentum FuturesAccess shall be maintained in accordance with generally accepted
      accounting principles under the accrual basis of accounting by or under the
      supervision of the Sponsor and shall be open to inspection by any Investor
      or
      such Investor’s representative during regular business hours; provided, however,
      that such books and records shall only be available for inspection pursuant
      to a
      valid, non-commercial purpose related to an Investor’s status as an
      Investor.

     

    SECTION
      7.02.  ANNUAL AUDIT.  The accounts of Systematic Momentum
      FuturesAccess shall be audited as of the close of each fiscal year by an
      independent public accounting firm (the “Accountant”) selected by the Sponsor
      and in accordance with the applicable Commodity Futures Trading Commission
      regulations.

     

    The
      Sponsor or its agents shall cause to be prepared and mailed to each Investor,
      including Investors who have redeemed all of their Units and withdrawn but
      who
      were Investors at any time during a fiscal year, audited financial statements
      and a report prepared by the Accountant, setting forth as of the end of such
      fiscal year:

     

    
      	
               

            	
              (a)

            	
              the
                assets and liabilities of Systematic Momentum
                FuturesAccess;

            


    

     

    
      	
               

            	
              (b)

            	
              the
                net capital appreciation or depreciation of Systematic Momentum
                FuturesAccess for such fiscal year;

            


    

     

    
      	
               

            	
              (c)

            	
              the
                Net Asset Value of Systematic Momentum FuturesAccess as of the end
                of such
                fiscal year; and

            


    

     

    
      	
               

            	
              (d)

            	
              the
                Net Asset Value per Unit of each Class as of the end of such fiscal
                year.

            


    

     


    
      
        
        

      

      
        
          A-19

          
            ML
              Systematic Momentum FuturesAccess  LLC

            Limited
              Liability Company Operating Agreement Dated as of March 8,
              2007

          

        

        
          

        

      

      
        
        

      

    


    The
      Sponsor shall not be required to provide Investors with an annual audit in
      respect of any given year by any particular date in the following year, nor
      shall the Net Asset Value of the Units be audited as of any date other than
      the
      end of a fiscal year.

     

    The
      Investors acknowledge that the Sponsor will be unable to provide the Investors
      with Systematic Momentum FuturesAccess’ audited financial statements until the
      Sponsor has received the audited financial statements from the underlying
      FuturesAccess Funds in which Systematic Momentum FuturesAccess
      invests.

     

    The
      Sponsor or its agents shall cause each Investor, including former Investors
      who
      were Investors at any time during such fiscal year, to be furnished with all
      information relating to Systematic Momentum FuturesAccess necessary to enable
      such Investor to prepare such Investor’s federal income tax return; provided,
      that all Investors acknowledge and agree that such information may initially
      be
      provided in the form of estimates pending completion of Systematic Momentum
      FuturesAccess’ audit for such fiscal year, and that Investors may be required to
      obtain extensions of the date by which their federal and state income tax
      returns must be filed.  The Sponsor will have no liability to any
      Investor as a result of such Investor being required to obtain any such
      extensions.

     

    SECTION
      7.03.  INTERIM REPORTS.  From time to time, but no less
      frequently than monthly, the Sponsor shall cause to be prepared and delivered
      (at the expense of Systematic Momentum FuturesAccess), to each Investor interim
      reports indicating Systematic Momentum FuturesAccess’ estimated results of
      operations and presenting such other matters concerning Systematic Momentum
      FuturesAccess’ operations as the Sponsor may deem appropriate as well as those
      required by the applicable Commodity Futures Trading Commission
      regulations.  The estimated performance of Systematic Momentum
      FuturesAccess will be available upon request to the Sponsor by any
      Investor.

     

    ARTICLE
      VIII

    CONFLICTS
      OF INTEREST

     

    SECTION
      8.01.  INVESTORS’ CONSENT.  Each Investor, by subscribing
      for Units, gives full and informed consent to the conflicts of interest to
      which
      the Sponsor Parties are subject in their operation of Systematic Momentum
      FuturesAccess, as disclosed in the Memorandum and as contemplated herein
      (including without limitation the Sponsor sharing in the management fees paid
      and the performance allocations made with respect to Systematic Momentum
      FuturesAccess’ investment in the FuturesAccess Funds, whether such sharing is
      achieved directly or through the FuturesAccess Fund’s special allocation to the
      Sponsor of such shared Management Fees and Performance Fees), and covenants
      not
      to object to or bring any proceedings against any Sponsor Party relating to
      any
      such conflicts of interest; provided, that such Sponsor Party complies with
      the
      standard of exculpation set forth in Section 5.06.

     

    In
      addition to the provisions of the preceding paragraph, the Sponsor is hereby
      specifically authorized to invest Systematic Momentum FuturesAccess’ assets
      in  FuturesAccess Funds which direct transactions to Sponsor
      Parties.

     

    SECTION
      8.02.  INVESTORS’ REPRESENTATIVE.

     

    
      	
               

            	
              (a)

            	
              An
                Investors’ Representative — a professional services firm that is
                independent of the Sponsor and its affiliates and that does not otherwise
                perform material services for the Sponsor or any affiliated entities
                (other than as an Investors’ Representative for other funds) — may be
                appointed by the Sponsor from time to time as a means of providing
                (or
                withholding) the informed consent of Investors required for Systematic
                Momentum FuturesAccess to enter into certain transactions which otherwise
                may be inappropriate or impermissible due to the conflicts of interest
                involved (for example, allocations to FuturesAccess Funds in which
                the
                Sponsor or its affiliates have a substantial proprietary
                interest).  The transactions submitted to the Investors’
                Representative for consent will typically be transactions which the
                Sponsor believes to be in the best interests of Systematic Momentum
                FuturesAccess but which, nevertheless, may require Investor consent
                under
                Section 206(3) or other applicable provisions of the Investment Advisers
                Act of 1940 (the “Advisers Act”).  The role of the Investors’
                Representative will not be to make investment recommendations or
                pricing
                determinations nor to review the merits of any transaction presented
                to
                it, but only to confirm that the conflicts of interest involved have
                been
                resolved and that Systematic Momentum FuturesAccess enters into such
                transactions on an arm’s length
                basis.

            


    

     


    
      
        
        

      

      
        
          A-20

          
            ML
              Systematic Momentum FuturesAccess  LLC

            Limited
              Liability Company Operating Agreement Dated as of March 8,
              2007

          

        

        
          

        

      

      
        
        

      

    


    
      	
               

            	
              The
                Investors’ Representative would be exculpated and indemnified to the same
                extent as the Sponsor.

            


    

     

    
      	
               

            	
              (b)

            	
              The
                Sponsor has initially appointed Arthur F. Bell, Jr. & Associates,
                L.L.C. to act as the Investors’ Representative.  The Sponsor
                will notify Investors of any change in the appointment of the Investors’
                Representative and will report annually to Investors all transactions
                approved by the Investors’ Representative during the fiscal-year period
                then ended.  The Sponsor may resolve conflict of interest
                situations itself without referring the matter to the Investors’
                Representative, unless otherwise required by
                law.

            


    

     

    
      	
               

            	
              (c)

            	
              By
                subscribing for Units in Systematic Momentum FuturesAccess, each
                Investor
                expressly authorizes the Sponsor to appoint an Investors’ Representative
                to act as their agent in consenting (or withholding consent) to
                transactions presented to it.

            


    

     

    ARTICLE
      IX

    DISSOLUTION
      AND WINDING UP

     

    SECTION
      9.01.  EVENTS OF DISSOLUTION.  Systematic Momentum
      FuturesAccess will be dissolved, the affairs of Systematic Momentum
      FuturesAccess will be wound up and Systematic Momentum FuturesAccess will be
      liquidated upon the occurrence of any of the following events:

     

    
      	
               

            	
              (a)

            	
              bankruptcy,
                dissolution, withdrawal or other termination of the last remaining
                manager
                of Systematic Momentum
                FuturesAccess;

            


    

     

    
      	
               

            	
              (b)

            	
              any
                event which would make unlawful the continued existence of Systematic
                Momentum FuturesAccess;

            


    

     

    
      	
               

            	
              (c)

            	
              withdrawal
                of the Sponsor unless at such time there is at least one remaining
                manager; or

            


    

     

    
      	
               

            	
              (d)

            	
              the
                determination by the Sponsor to liquidate the FuturesAccess Fund
                and wind
                up its affairs.

            


    

     

    Nothing
      in this Section 9.01 shall impair the right of Investors holding more than
      50%
      of the outstanding Units then held by Investors to vote within 90 calendar
      days
      of any of the foregoing events of dissolution to continue Systematic Momentum
      FuturesAccess on the terms set forth herein (if it is lawful to do so), and
      to
      appoint one or more managers for Systematic Momentum FuturesAccess.

     

    SECTION
      9.02.  DISSOLUTION.  Upon the dissolution of Systematic
      Momentum FuturesAccess, the Sponsor (or, if the Sponsor has withdrawn, such
      other liquidator as the Investors may — by vote of more than 50% of the
      outstanding Units (by Net Asset Value), not including Units held by Sponsor
      Parties, select — shall wind up Systematic Momentum FuturesAccess’ affairs and,
      in connection therewith, shall distribute Systematic Momentum FuturesAccess’
assets in the following manner and order:

     

    
      	
               

            	
              (a)

            	
              FIRST,
                to the payment and discharge of all claims of creditors of Systematic
                Momentum FuturesAccess (including creditors who are
                Investors);

            


    

     

    
      	
               

            	
              (b)

            	
              SECOND,
                to the establishment of such reserves as the Sponsor (or such other
                liquidator) may consider reasonably necessary or appropriate for
                any
                losses, contingencies, liabilities or other matters of or relating
                to
                Systematic Momentum FuturesAccess; provided, however, that if and
                when the
                Sponsor (or such other liquidator) determines that the causes for
                such
                reserves have ceased to exist, the monies, if any, then held in reserve
                shall be distributed in the manner hereinafter provided;
                and

            


    

     

    
      	
               

            	
              (c)

            	
              THIRD,
                after making all final allocations contemplated by Article II (and
                for
                such purposes treating the date of dissolution as if it were a December
                31), to the distribution in cash of the remaining assets of Systematic
                Momentum FuturesAccess among the Investors in accordance with the
                positive
                balance in each such Investor’s Closing Capital Account as of the last day
                of the Accounting Period in which Systematic Momentum FuturesAccess’
                dissolution occurs.  Any assets distributed in kind in the
                liquidation

            


    

     


    
      
        
        

      

      
        
          A-21

          
            ML
              Systematic Momentum FuturesAccess  LLC

            Limited
              Liability Company Operating Agreement Dated as of March 8,
              2007

          

        

        
          

        

      

      
        
        

      

    


    
      	
               

            	
              shall
                be valued, for purposes of such distribution, in accordance with
                Section
                2.10 as of the date of distribution, and any difference between such
                value
                and the carrying value of such assets shall, to the extent not otherwise
                taken into account in determining Net Asset Value, be deemed to constitute
                income or loss to Systematic Momentum
                FuturesAccess.

            


    

     

    ARTICLE
      X

    MISCELLANEOUS
      PROVISIONS

     

    SECTION
      10.01.  INVESTORS NOT TO CONTROL.  The Investors shall take
      no part in the conduct or control of Systematic Momentum FuturesAccess’ business
      and shall have no authority or power to act for or to bind Systematic Momentum
      FuturesAccess.

     

    SECTION
      10.02.  POWER OF ATTORNEY.  Each Investor, by subscribing
      for Units, does hereby constitute and appoint the Sponsor, as such Investor’s
      true and lawful representative and attorney-in-fact, with authority in such
      Investor’s name, place and stead to make, execute, sign and file a Certificate
      of Formation of Systematic Momentum FuturesAccess, any amendments thereto
      authorized herein, any amendments to this Agreement authorized herein, and
      all
      such other instruments, documents and certificates which may, from time to
      time,
      be required by, or deemed advisable by the Sponsor under, the laws of the United
      States of America, the State of Delaware, the State of New Jersey, the State
      of
      New York or any other state or political subdivision in which the Sponsor shall
      determine that Systematic Momentum FuturesAccess shall do business, to
      effectuate, implement and continue the valid existence of Systematic Momentum
      FuturesAccess.

     

    SECTION
      10.03.  AMENDMENTS; CONSENTS.  This Agreement may not be
      modified or amended without the written consent of the Sponsor.

     

    This
      Agreement may be modified or amended at any time with the consent of the Sponsor
      and by Investors holding more than 50% of the outstanding Units (by Net Asset
      Value), not including Units held by Sponsor Parties.

     

    For
      all
      purposes of this Agreement, except as provided in the last paragraph of this
      Section 10.03, when the consent of Investors is required, the affirmative
      consent of Investors is not required; “negative consent” by failure to object in
      writing after reasonable notice of a proposed modification or amendment is
      sufficient — 30 calendar days to be conclusively presumed to constitute
“reasonable notice” for such purposes.

     

    The
      Sponsor may, without the consent of the Investors, modify or amend any provision
      of this Agreement for any of the following purposes:

     

    
      	
               

            	
              (a)

            	
              to
                add to this Agreement any further covenants, restrictions, undertakings
                or
                other provisions for the protection or benefit of
                Investors;

            


    

     

    
      	
               

            	
              (b)

            	
              to
                cure any ambiguity or to correct or supplement any provision contained
                herein which may be defective or inconsistent with any other provisions
                contained herein or in the Confidential Program Disclosure
                Document;

            


    

     

    
      	
               

            	
              (c)

            	
              to
                cause the allocations contained in Article II to comply with Section
                704
                of the Code or any other statutory provisions or regulations relating
                to
                such allocations;

            


    

     

    
      	
               

            	
              (d)

            	
              to
                provide for the issuance of new Classes of Units, or to amend the
                manner
                in which Units may be exchanged among funds in FuturesAccess or between
                different Classes of Units, provided that doing so is not adverse
                to
                outstanding Units (as contemplated by Section 10.13);
                or

            


    

     

    
      	
               

            	
              (e)

            	
              to
                make any other change not materially adverse to the interests of
                the
                Investors.

            


    

     

    Notwithstanding
      anything in this Section 10.03 to the contrary, without the affirmative written
      consent of each Investor affected thereby, no such modification or amendment
      shall: reduce the liabilities, obligations or responsibilities of
      the

     


    
      
        
        

      

      
        
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              Systematic Momentum FuturesAccess  LLC

            Limited
              Liability Company Operating Agreement Dated as of March 8,
              2007

          

        

        
          

        

      

      
        
        

      

    


    Sponsor
      (except that the Sponsor may take action to admit any person or entity which
      is
      an affiliate of the Sponsor as a substitute manager, and to provide for the
      Sponsor subsequently to withdraw from Systematic Momentum FuturesAccess or
      to
      provide for the Sponsor to withdraw from Systematic Momentum FuturesAccess
      without admitting any such substitute manager to Systematic Momentum
      FuturesAccess); increase the liabilities of Investors; or reduce the
      participation of Investors in the profits and losses of Systematic Momentum
      FuturesAccess or in any distributions made by Systematic Momentum FuturesAccess
      as set forth herein.

     

    SECTION
      10.04.  NOTICES.  Any notice to Systematic Momentum
      FuturesAccess or the Sponsor relating to this Agreement shall be in writing
      and
      delivered in person or by registered or certified mail and addressed to the
      Sponsor at the principal office of Systematic Momentum
      FuturesAccess.  All notices and reports sent to the Investors shall be
      addressed to each Investor at the address set forth in such Investor’s
      FuturesAccess Program Subscription and Exchange Agreement (including the
      FuturesAccess Program Subscription and Exchange Agreement Signature
      Page).  Any Investor may designate a new address by written notice to
      the Sponsor.  Unless otherwise specifically provided in this
      Agreement, a notice shall be deemed to have been given to Systematic Momentum
      FuturesAccess or the Sponsor when actually received by the Sponsor, and to
      have
      been given to an Investor three business days after being deposited in a post
      office or regularly maintained mailbox or when delivered in
      person.  The Sponsor may waive any notice requirement relating to
      notice to Systematic Momentum FuturesAccess or to itself, but no such waiver
      shall constitute a continuing waiver.

     

    SECTION
      10.05.  LEGAL EFFECT; MANNER OF EXECUTION.  This Agreement
      shall be binding upon the Investors, the Sponsor and their respective permitted
      successors and assigns.  This Agreement shall inure to the benefit of
      the foregoing parties as well as to the benefit of the Sponsor
      Parties.

     

    This
      Agreement may be executed by power-of-attorney embodied in a FuturesAccess
      Program Subscription and Exchange Agreement (including the FuturesAccess Program
      Subscription and Exchange Agreement Signature Page) or similar instrument with
      the same effect as if the parties executing the FuturesAccess Program
      Subscription and Exchange Agreement (including the FuturesAccess Program
      Subscription and Exchange Agreement Signature Page) or similar instrument had
      all executed one counterpart of this Agreement; provided, that this Agreement
      may also be executed in separate counterparts.

     

    SECTION
      10.06.  ENTIRE AGREEMENT.  This Agreement constitutes the
      entire agreement between the parties hereto and amends, restates, and supersedes
      all prior agreements among any of the parties hereto with respect to the matters
      referred to herein, and no other agreement, verbal or otherwise, shall be
      binding as between the parties unless it shall be in writing and signed by
      the
      party against whom enforcement is sought.

     

    SECTION
      10.07.  GOVERNING LAW.  THIS AGREEMENT SHALL BE GOVERNED BY
      AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT
      REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.  THE RIGHTS AND LIABILITIES
      OF THE INVESTORS SHALL BE AS PROVIDED IN THE ACT, EXCEPT AS HEREIN OTHERWISE
      EXPRESSLY PROVIDED.

     

    SECTION
      10.08.  CONSENT TO JURISDICTION.  All controversies arising
      hereunder or in connection with the affairs of Systematic Momentum FuturesAccess
      shall be brought in the state or federal courts located in New York, New York,
      and all Investors hereby irrevocably consent to such jurisdiction and
      venue.

     

    SECTION
      10.09.  “TAX MATTERS PARTNER”; TAX ELECTIONS.  The Sponsor
      is designated as the “Tax Matters Partner” for Systematic Momentum FuturesAccess
      and shall be empowered to make or revoke any elections now or hereafter required
      or permitted to be made by the Code or any state or local tax law.

     

    Each
      Investor, by subscribing for Units, agrees not to treat any tax item on such
      Investor’s individual tax return in a manner inconsistent with the treatment of
      such item by Systematic Momentum FuturesAccess, as reflected on the Schedule
      K-1
      or other information statement furnished by Systematic Momentum FuturesAccess
      to
      such Investor, or to file any claim for refund relating to any such Tax Item
      which would result in such inconsistent treatment.

     


    
      
        
        

      

      
        
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              Systematic Momentum FuturesAccess  LLC

            Limited
              Liability Company Operating Agreement Dated as of March 8,
              2007

          

        

        
          

        

      

      
        
        

      

    


    SECTION
      10.10.  DETERMINATION OF MATTERS NOT PROVIDED FOR IN THIS
      AGREEMENT.  The Sponsor shall be empowered to decide, in its good
      faith judgment, any questions arising with respect to Systematic Momentum
      FuturesAccess or to this Agreement, and to provide for matters arising hereunder
      but which are not specifically set forth herein, as the Sponsor may deem to
      be
      in, or not opposed to, the best interests of Systematic Momentum
      FuturesAccess.

     

    SECTION
      10.11.  NO PUBLICITY.  Each Investor agrees that such
      Investor will in no event provide information concerning Systematic Momentum
      FuturesAccess to any third party, knowing that such third party may use such
      information in any form of publication, newsletter or circular, whether publicly
      or privately distributed.  Each Investor’s investment in Systematic
      Momentum FuturesAccess, as well as the performance of such investment, shall
      be
      maintained on a strictly confidential basis; provided, that the Sponsor may
      make
      use of Systematic Momentum FuturesAccess’ performance record in the ordinary
      course of the Sponsor’s business activities.

     

    SECTION
      10.12.  SURVIVAL.  The indemnity and exculpation provisions
      hereof, as well as the obligations to settle accounts, shall survive the
      withdrawal of any Investor as well as the dissolution of Systematic Momentum
      FuturesAccess.

     

    SECTION
      10.13.  WAIVERS.  The Sponsor may waive any provision of
      this Agreement restricting the actions of Investors in respect of certain but
      not all Investors provided that doing so will have no adverse effect on other
      Investors.

     

    SECTION
      10.14.  VOTING RIGHTS.  The voting rights of the Units shall
      be determined by their respective Net Asset Values.  In determining
      the number of Units entitled to vote or consent and the number of votes or
      consents needed for approval of any matter for which such a vote or consent
      is
      provided for herein, Units held by any Sponsor Party (including, without
      limitation, the Sponsor’s Capital Account, if any, on a Unit-equivalent basis)
      shall not be counted.

     

    SECTION
      10.15.  ISSUANCE OF DIFFERENT CLASSES.

     

    
      	
               

            	
              (a)

            	
              The
                Sponsor may, at any time and from time to time, issue different Classes
                of
                Units, and may adjust the allocation, voting and other provisions
                of this
                Agreement so as equitably to reflect the issuance of such additional
                Classes.  The Sponsor may also alter the terms on which Units of
                any Class are sold, provided that doing so does not adversely affect
                existing Investors.

            


    

     

    
      	
               

            	
              (b)

            	
              The
                fact that, for purposes of convenience, Units issued by Systematic
                Momentum FuturesAccess shall be designated as being Units of different
                “Classes” shall in no respect imply that these Units constitute different
                classes of equity interests as opposed to simply being subject to
                different fees.

            


    

     

    SECTION
      10.16.  COMPLIANCE WITH THE ADVISERS ACT; SECURITIES
      LAWS.

     

    
      	
               

            	
              (a)

            	
              To
                the extent that any provision hereof may be construed in a manner
                inconsistent with the Advisers Act, it is the express intent of the
                Sponsor and the Investors that such provision be interpreted and
                applied
                ab initio so as to comply with the Advisers Act in all
                respects  (even if doing so effectively amends the terms of this
                Agreement).

            


    

     

    
      	
               

            	
              (b)

            	
              Nothing
                in this Agreement shall be deemed to constitute a waiver by any Investor
                of such Investor’s rights under any federal or state securities
                laws.

            


    

     

     

    *  *  *  *  *  *  *

     


    
      
        
        

      

      
        
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              Systematic Momentum FuturesAccess  LLC

            Limited
              Liability Company Operating Agreement Dated as of March 8,
              2007

          

        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the undersigned have executed this
      Agreement by their respective representatives thereunto duly
      authorized.

     

    
      	INVESTORS:	 	 	SPONSOR:	 
	 	 	 	 	 
	By:	Merrill
              Lynch Alternative Investments LLC	 	 	Merrill
              Lynch Alternative Investments LLC	 
	 	Attorney-in-Fact	 	 	 	 	 
	 	 	 	 	 	 	 
	
              By:

            	/s/
              Paul Tartanella	 	 	
              By:

            	/s/
              Paul Tartanella	 
	
               

            	Paul
              Tartanella	 	 	
               

            	Paul
              Tartanella	 
	
               

            	Vice
              President and Manager	 	 	
               

            	Vice
              President and Manager	 


    

     

     

    
      
        A-25

        
          ML
            Systematic Momentum FuturesAccess  LLC

          Limited
            Liability Company Operating Agreement Dated as of March 8,
            2007