efc7-2578_ex41.htm


     

    Exhibit
      4.1

     

    THE
      MERRILL LYNCH FuturesAccessSM
      FUNDS

     

     

     

     

    GENERAL
      FORM

    of

    OPERATING
      AGREEMENT

     

    _______________________________

     

    


     

    THE
      UNITS OF LIMITED LIABILITY COMPANY INTEREST CREATED HEREBY HAVE NOT BEEN
      REGISTERED UNDER THE SECURITIES ACT OF 1933 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

     

    


     

    April
      1, 2007

     

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    THE
      MERRILL LYNCH FuturesAccessSM
      FUNDS

    
      GENERAL
        FORM OF OPERATING AGREEMENT 

      
        

      

       

      


    

    TABLE
      OF CONTENTS

     

    
      	
              ARTICLE
                I ORGANIZATION

            	 
	 	 
	
              SECTION
                1.01. OBJECTIVES AND PURPOSES.

            	
              1

            
	 	 
	
              SECTION
                1.02. APPOINTMENT OF THE TRADING ADVISOR; INVESTMENT OF CASH
                RESERVES

            	
              2

            
	 	 
	
              SECTION
                1.03. FISCAL YEAR; ACCOUNTING PERIODS

            	
              3

            
	 	 
	
              SECTION
                1.04. REGISTERED AGENT AND OFFICE; PRINCIPAL OFFICE

            	
              3

            
	 	 
	
              SECTION
                1.05. DURATION OF THIS FUTURESACCESS FUND

            	
              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

            	
              7

            
	
               

            	 
	
              SECTION
                2.04. NET ASSET VALUE

            	
              7

            
	 	 
	
              SECTION
                2.05. SPONSOR’S FEES; MANAGEMENT AND PERFORMANCE FEES; TRANSACTION COSTS;
                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 FUTURESACCESS FUND PROPERTY; REDEMPTIONS AND
                DISTRIBUTIONS

            	 
	 	 
	
              SECTION
                3.01. NO UNDIVIDED INTERESTS IN FUTURESACCESS FUND
                PROPERTY

            	
              13

            
	 	 
	
              SECTION
                3.02. REDEMPTIONS OF UNITS; EXCHANGES.

            	
              13

            
	 	 
	
              SECTION
                3.03. WITHDRAWALS OF CAPITAL BY THE SPONSOR.

            	
              14

            


    

     

     

    
      
        
        

      

      
        A-i

        
          

        

      

      
        
        

      

    

    
      TABLE
        OF CONTENTS (cont.)


    

    
      	 	 
	
              SECTION
                3.04. MANDATORY REDEMPTIONS.

            	
              14

            
	 	 
	
              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

            	
              15

            
	 	 
	
              SECTION
                4.03. STATUS AFTER WITHDRAWAL

            	
              15

            
	 	 
	
              ARTICLE
                V MANAGEMENT

            	 
	 	 
	
              SECTION
                5.01. AUTHORITY OF THE SPONSOR.

            	
              15

            
	 	 
	
              SECTION
                5.02. SERVICE PROVIDERS; INVESTMENTS; ACCOUNTS

            	
              16

            
	 	 
	
              SECTION
                5.03. ACTIVITIES OF THE SPONSOR PARTIES.

            	
              16

            
	 	 
	
              SECTION
                5.04. SERVICES TO THIS FUTURESACCESS FUND

            	
              17

            
	 	 
	
              SECTION
                5.05. INTERESTED PARTIES

            	
              17

            
	 	 
	
              SECTION
                5.06. EXCULPATION

            	
              17

            
	 	 
	
              SECTION
                5.07. INDEMNIFICATION

            	
              17

            
	 	 
	
              SECTION
                5.08. INVESTORS’ TRANSACTIONS

            	
              18

            
	 	 
	
              SECTION
                5.09. RELIANCE BY THIRD PARTIES

            	
              18

            
	 	 
	
              SECTION
                5.10. REGISTRATION OF ASSETS

            	
              18

            
	 	 
	
              SECTION
                5.11. LIMITATION ON AUTHORITY OF THE SPONSOR

            	
              18

            
	 	 
	
              ARTICLE
                VI ADMISSION OF INVESTORS

            	 
	 	 
	
              SECTION
                6.01. PROCEDURE AS TO NEW INVESTORS

            	
              18

            
	 	 
	
              SECTION
                6.02. PROCEDURE AS TO NEW MANAGERS

            	
              18

            
	 	 
	
              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

            	
              19

            
	 	 
	
              ARTICLE
                VIII CONFLICTS OF INTEREST

            	 
	 	 
	
              SECTION
                8.01. INVESTORS’ CONSENT

            	
              19

            
	 	 
	
              ARTICLE
                IX DISSOLUTION AND WINDING UP OF THIS FUTURESACCESS
                FUND

            	 


    

     

    
      
        
        

      

      
        A-ii

        
          

        

      

      
        
        

      

    

    
      TABLE
        OF CONTENTS (cont.)

       

    

    
      	 	 
	
              SECTION
                9.01. EVENTS OF DISSOLUTION

            	
              20

            
	 	 
	
              SECTION
                9.02. DISSOLUTION

            	
              20

            
	 	 
	
              ARTICLE
                X MISCELLANEOUS PROVISIONS

            	 
	 	 
	
              SECTION
                10.01. INVESTORS NOT TO CONTROL

            	
              21

            
	 	 
	
              SECTION
                10.02. POWER OF ATTORNEY

            	
              21

            
	 	 
	
              SECTION
                10.03. AMENDMENTS; CONSENTS

            	
              21

            
	 	 
	
              SECTION
                10.04. NOTICES

            	
              22

            
	 	 
	
              SECTION
                10.05. LEGAL EFFECT; MANNER OF EXECUTION

            	
              22

            
	 	 
	
              SECTION
                10.06. GOVERNING LAW

            	
              22

            
	 	 
	
              SECTION
                10.07. CONSENT TO JURISDICTION

            	
              22

            
	 	 
	
              SECTION
                10.08. “TAX MATTERS PARTNER”; TAX ELECTIONS

            	
              22

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

            	
              22

            
	 	 
	
              SECTION
                10.10. NO PUBLICITY

            	
              22

            
	 	 
	
              SECTION
                10.11. SURVIVAL

            	
              23

            
	 	 
	
              SECTION
                10.12. WAIVERS

            	
              23

            
	 	 
	
              SECTION
                10.13. VOTING RIGHTS

            	
              23

            
	 	 
	
              SECTION
                10.14. ISSUANCE OF DIFFERENT CLASSES.

            	
              23

            
	 	 
	
              SECTION
                10.15. COMPLIANCE WITH THE INVESTMENT ADVISERS ACT OF 1940; SECURITIES
                LAWS.

            	
              23

            


    

    __________________

    


    TESTIMONIUM

    SIGNATURES

     

     

    
      
        
        

      

      
        A-iii

        
          

        

      

      
        
        

      

    

     

    ALL
      DOMESTIC MERRILL LYNCH FUTURESACCESS FUNDS SHALL BE GOVERNED
      BY

    THIS
      GENERAL FORM OF OPERATING AGREEMENT FROM AND AFTER APRIL 1,
      2007

     

    THE
      MERRILL LYNCH FuturesAccessSM
      FUNDS

     

    GENERAL
      FORM

    of

    OPERATING
      AGREEMENT

     

    as
      of April 1, 2007

     

    


     

    THIS
      LIMITED LIABILITY COMPANY OPERATING AGREEMENT (“Agreement”) dated
      ______________, _____ of ______________________________ (this “FuturesAccess
      Fund”) 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 “Investors”; provided, that for purposes of voting, Units
      held by the Sponsor shall not be considered to be held by an
      Investor).

     

    WHEREAS,
      the parties hereto desire to form or continue the FuturesAccess Fund, a limited
      liability company under the provisions of the Delaware Limited Liability Company
      Act (the “Act”), which shall be one of the funds included in the Merrill Lynch
      FuturesAccessSM
      Program (“FuturesAccess”); such other funds to be hereinafter sometimes referred
      to as “FuturesAccess Funds”).

     

    WHEREAS,
      units of limited liability company interest issued by the FuturesAccess Funds
      in
      general shall hereinafter be referred to as “Units.”

     

    WHEREAS,
      the Sponsor is the sponsor of the FuturesAccess Fund and the manager of the
      FuturesAccess Fund for purposes of the Act.

     

    WHEREAS,
      in addition to FuturesAccess, the Sponsor also sponsors the HedgeAccessSM Program
      (“HedgeAccess”) of private investment funds concentrating on securities, rather
      than futures and forward trading (such funds being hereinafter referred to
      as
“HedgeAccess Funds”).

     

    WHEREAS,
      the parties hereby desire to set forth the terms pursuant to which the
      FuturesAccess Fund shall be governed.

     

    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)

            	
              This
                FuturesAccess Fund shall have the following objectives and
                purposes:

            


    

     

    
      	
               

            	
              (i)

            	
              to
                retain a professional trading advisor (the “Trading Advisor”) to manage
                this FuturesAccess Fund’s speculative trading in the futures, forward,
                options and other markets as described in the Part One (A) Confidential
                Program Disclosure Document: FuturesAccessSM
                Program
                General Information, the Part One (B): Confidential Program Disclosure
                Document Trading Advisor 

            


    

     

    
      


       

      The
        Merrill Lynch FuturesAccessSM
Funds

      General
        Form of Operating Agreement Dated as of April 1,
        2007

    

     

    
      
        
        

      

      
        
          A-1

           

        

        
          

        

      

      
        
        

      

    

     

    Information
      and the Part Two Confidential Program
      Disclosure Document: Statement of Additional Information, as they may be amended
      from time to time (collectively, the “Confidential Program Disclosure
      Document”);

     

    
      	
               

            	
              (ii)

            	
              to
                maintain such futures brokerage, forward dealing and other counterparty
                accounts, as well as 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)

            	
              This
                FuturesAccess Fund, and the Sponsor on behalf of this FuturesAccess
                Fund,
                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)

            	
              to
                trade futures, forwards, options and other instruments, on margin
                and
                otherwise;

            


    

     

    
      	
               

            	
              (ii)

            	
              to
                borrow money from banks or brokers, and to secure the payment of
                any
                obligations of this FuturesAccess Fund by hypothecation or pledge
                of all
                or part of the assets of this FuturesAccess
                Fund;

            


    

     

    
      	
               

            	
              (iii)

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

            


    

     

    
      	
               

            	
              (iv)

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

            


    

     

    
      	
               

            	
              (v)

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

            


    

     

    
      	
               

            	
              (vi)

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

            


    

     

    
      	
               

            	
              (vii)

            	
              to
                maintain insurance on behalf of this FuturesAccess Fund, including
                indemnification insurance; or

            


    

     

    
      	
               

            	
              (viii)

            	
              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.  APPOINTMENT OF THE TRADING ADVISOR; INVESTMENT OF CASH
      RESERVES.  The Sponsor shall appoint the Trading Advisor to have
      discretionary authority over this FuturesAccess Fund’s trading and investing as
      described in the Confidential Program Disclosure Document.  This
      FuturesAccess Fund 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 this FuturesAccess Fund shall be Merrill Lynch unless
      the Sponsor otherwise determines.

     

    This
      FuturesAccess Fund shall deposit all or substantially all of this FuturesAccess
      Fund’s capital with Merrill Lynch or any other clearing brokers selected by the
      Sponsor pursuant to the arrangements described in the Confidential Program
      Disclosure Document, all Investors acknowledging that Merrill Lynch will not
      only receive futures brokerage commissions and bid-ask spreads from this
      FuturesAccess Fund but also will retain significant economic benefits from
      the
      possession of this FuturesAccess Fund’s assets (in addition to the interest
      which Merrill Lynch will credit to this FuturesAccess Fund’s 

     

    
      The
        Merrill Lynch FuturesAccessSM
Funds

      General
        Form of Operating Agreement Dated as of April 1,
        2007

    

     

    
      
        
        

      

      
        A-2

        
          

        

      

      
        
        

      

    

     

    account).  In
      addition, the Sponsor may maintain this FuturesAccess Fund’s assets 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 this FuturesAccess Fund’s cash so invested will be paid to this
      FuturesAccess Fund.  However, neither the Sponsor nor any of its
      affiliates (or any third parties) will be obligated to account to this
      FuturesAccess Fund or any Investor for any additional economic benefits which
      the Sponsor or any such affiliate may derive from possession of this
      FuturesAccess Fund’s assets.

     

    SECTION
      1.03.  FISCAL YEAR; ACCOUNTING PERIODS.  The fiscal year of
      this FuturesAccess Fund shall end on each December 31.  This
      FuturesAccess Fund’s accounting periods (“Accounting Periods”), as of the end of
      each of which increases and decreases in this FuturesAccess Fund’s “Net Assets”
(as defined in Section 2.04) shall be calculated and reflected in the Net Asset
      Value of the Units issued by this FuturesAccess Fund, shall begin: (i) as of
      the
      day that this FuturesAccess Fund 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.  This
      FuturesAccess Fund 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 this FuturesAccess Fund 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 this FuturesAccess Fund shall be located at the offices
      of
      the Sponsor, Princeton Corporate Campus, 800 Scudders Mill Road, Section 2G,
      Plainsboro, New Jersey 08536, or such other place as the Sponsor may designate
      from time to time.

     

    SECTION
      1.05.  DURATION OF THIS FUTURESACCESS FUND.  The term of
      this FuturesAccess Fund 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 this
      FuturesAccess Fund 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 this FuturesAccess
                Fund
                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 this FuturesAccess Fund 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 this
                FuturesAccess Fund; 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.

     

     

    
      


       

      The
        Merrill Lynch FuturesAccessSM
Funds

      General
        Form of Operating Agreement Dated as of April 1,
        2007

    

     

     

    
      
        
        

      

      
        A-3

        
          

        

      

      
        
        

      

    

     

    
      	
               

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

            


    

     

    ARTICLE
      II

    CAPITAL
      AND TAX ALLOCATIONS

     

    SECTION
      2.01.  CAPITAL CONTRIBUTIONS.  All Capital Contributions to
      this FuturesAccess Fund 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 shall initially be issued at $1.00 per Unit, and thereafter
      at
      Net Asset Value.

     

    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
      the FuturesAccess Fund’s 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
      the
      FuturesAccess Fund 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:

     

    
      The
        Merrill Lynch FuturesAccessSM
Funds

      General
        Form of Operating Agreement Dated as of April 1, 2007

       

       

      
        
          
          

        

        
          A-4

          
            

          

        

        
          
          

        

      

    

     

    (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 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 HedgeAccess
      (private investment funds which primarily trade securities) shall be permitted
      to aggregate their Investments in FuturesAccess and HedgeAccess  for
      purposes of determining such Investors’ Class I and Class D
      eligibility.

     

    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.

     

    
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        Form of Operating Agreement Dated as of April 1,
        2007

    

     

    
      
        
        

      

      
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    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 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, FuturesAccess Funds
      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 this FuturesAccess
      Fund 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 this FuturesAccess Fund, 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
                this
                FuturesAccess Fund, 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
                this FuturesAccess Fund 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).

            


    

     

     

    The
      Merrill Lynch FuturesAccessSM
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      General
        Form of Operating Agreement Dated as of April 1,
        2007

    

     

    
      
        
        

      

      
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    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, 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 this FuturesAccess Fund shall
                include:

            


    

     

    
      	
               

            	
              (i)

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

            


    

     

    
      	
               

            	
              (ii)

            	
              any
                accrued gains on open positions which have not been settled by crediting
                this FuturesAccess Fund’s account, as valued pursuant to Section
                2.10;

            


    

     

    
      	
               

            	
              (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 this FuturesAccess
                Fund;

            


    

     

    
      	
               

            	
              (v)

            	
              all
                interest accrued on any interest-bearing securities owned by this
                FuturesAccess Fund 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 this FuturesAccess Fund shall be deemed to include
                the
                following (provided, however, that in determining the amount of such
                liabilities, this FuturesAccess Fund 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)

            	
              any
                accrued losses on open positions which have not been settled by debiting
                this FuturesAccess Fund’s account, as valued pursuant to Section
                2.10;

            


    

     

    
      	
               

            	
              (ii)

            	
              all
                bills and accounts payable;

            


    

     

    
      	
               

            	
              (iii)

            	
              all
                expenses accrued, reimbursable or payable;
                and

            


    

     

    
      	
               

            	
              (iv)

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

            


    

     

    
      	
               

            	
              (c)

            	
              The
                Management, Performance and 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.

            


    

    
       

      The
        Merrill Lynch FuturesAccessSM
Funds

      General
        Form of Operating Agreement Dated as of April 1,
        2007

    

     

     

    
      
        
        

      

      
        A-7

        
          

        

      

      
        
        

      

    

     

     

    
      	
               

            	
              (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.  Any such
                reserves shall, unless the Sponsor determines that such reserves
                are
                properly attributable to certain but 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
                for which the Sponsor is unable to value a material portion of this
                FuturesAccess Funds’ positions.  The Sponsor will give notice of
                any such suspension to all
                Investors.

            


    

     

    SECTION
      2.05.  SPONSOR’S FEES; MANAGEMENT AND PERFORMANCE FEES; TRANSACTION
      COSTS; 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)

            	
              This
                FuturesAccess Fund shall reimburse the Sponsor for the organizational
                and
                initial offering costs incurred by this FuturesAccess Fund 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 this
                FuturesAccess Fund’s operation, beginning with the end of the first
                calendar month after the initial issuance of the Units.  This
                FuturesAccess Fund shall expense such costs over the same 60-month
                schedule. If this FuturesAccess Fund 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 this FuturesAccess Fund’s account and paid to the
                Sponsor, where appropriate, as if to a third party, not credited
                to the
                Sponsor’s Capital Account.

            


    

     

    
      	
               

            	
              (d)

            	
              This
                FuturesAccess Fund shall pay all transaction costs (including futures
                brokerage commissions and bid-ask spreads as well as interest on
                foreign
                currency borrowings), as well as all Management and Performance Fees,
                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)

            	
              This
                FuturesAccess Fund 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
                

            


    

     

    
      The
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      General
        Form of Operating Agreement Dated as of April 1,
        2007

    

     

    
      
        
        

      

      
        A-8

        
          

        

      

      
        
        

      

    

     

    provided
      by the Sponsor, other than in its capacity
      as Sponsor, or its affiliates); provided, that this FuturesAccess Fund shall
      not
      pay any allocable Sponsor overhead.

     

    
      	
               

            	
              (g)

            	
              The
                Sponsor retains outside service providers to supply tax reporting,
                custody
                and accounting services to FuturesAccess.  This FuturesAccess
                Fund’s operating costs will include this FuturesAccess Fund’s 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.

            


    

     

    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 this FuturesAccess
                Fund,
                after deduction of all Management and Performance Fees, transaction
                costs
                and 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; provided that any amounts received by this
                FuturesAccess Fund from the Trading Advisor for payment to the Sponsor
                shall be allocated to the Capital Account of the
                Sponsor.  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 this FuturesAccess Fund and decreased by such
                Unit’s
                share of the items of loss or expense and nondeductible items of
                loss or
                expense of this FuturesAccess Fund, 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 this FuturesAccess
                Fund
                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
                

            


    

    
       

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        Merrill Lynch FuturesAccessSM
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      General
        Form of Operating Agreement Dated as of April 1,
        2007

    

     

    
      
        
        

      

      
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    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.

            


    

     

    
      	
               

            	
              (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)

            	
              Management,
                Performance and 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
                this
                FuturesAccess Fund 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)

            	
              This
                FuturesAccess Fund may, to the extent practicable, allocate Tax Items
                on a
                gross rather than a net basis.

            


    

    
      


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              (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 this FuturesAccess Fund’s 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.”

            


    

     

    
      	
               

            	
              (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 this FuturesAccess Fund 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 this
      FuturesAccess Fund) which the Sponsor may reasonably determine to be due to
      this
      FuturesAccess Fund from such Investor as a result, for example, of any claims
      arising (prior or subsequent to such Investor’s withdrawal from this
      FuturesAccess Fund) 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.  In
      no event shall any provision of this Section 2.08 require an Investor to repay
      to this FuturesAccess Fund any amounts in excess of the redemption proceeds
      received by such Investor from, or the amounts distributed to such Investor
      by,
      this FuturesAccess Fund, plus interest thereon as provided above.

     

    In
      the
      event that the Sponsor determines that an amount paid by this FuturesAccess
      Fund
      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 this FuturesAccess Fund 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 the
                FuturesAccess Fund.  No interest will be payable in respect of
                any such subscriptions.

            


    

     

    
      	
               

            	
              (b)

            	
              Pursuant
                to Securities and Exchange Commission Rule 15c2-4, all subscriptions
                while
                held in escrow during the initial offering period pending release
                to this
                FuturesAccess Fund 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 this FuturesAccess Fund shall be
      valued according to the following principles:

    
       

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              Net
                Assets of this FuturesAccess Fund are its assets less its liabilities
                determined in accordance with generally accepted accounting principles
                and
                as described below.  Accrued Performance Fees (as described in
                the Confidential Program Disclosure Document) shall reduce Net Asset
                Value, even though such Performance Fees may never, in fact, be
                paid.

            


    

     

    
      	
               

            	
              (b)

            	
              For
                the avoidance of doubt, the Sponsor shall, in general, apply the
                following
                principles in valuing this FuturesAccess Fund’s
                assets:

            


    

     

    
      	
               

            	
              (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 may reduce the valuation of any asset (or of the 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 this 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.

    
      


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    The
      Sponsor may suspend the calculation of Net Asset Value during any period in
      which the Sponsor believes that it is reasonably impracticable to value a
      material portion of this FuturesAccess Fund’s assets.

     

    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.  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, this FuturesAccess
      Fund in such circumstances.

     

    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 FUTURESACCESS FUND PROPERTY; REDEMPTIONS AND
      DISTRIBUTIONS

     

    SECTION
      3.01.  NO UNDIVIDED INTERESTS IN FUTURESACCESS FUND
      PROPERTY.  Each Unit shall represent an interest in this FuturesAccess
      Fund, not an undivided interest in any property of this FuturesAccess
      Fund.  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 as of the end of any calendar
                month all or part of such Investor’s Units, 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.  This FuturesAccess Fund shall not charge
                a redemption fee.

            


    

     

    
      	
               

            	
              (c)

            	
              Payment
                of Redemptions.  The Sponsor shall cause this FuturesAccess
                Fund to distribute to redeeming Investors the estimated Net Asset
                Value of
                the Units redeemed by them, generally 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.  This FuturesAccess Fund shall retain any such
      interest.

    
      


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              (d)

            	
              Suspension
                of Redemptions.  In the event that this FuturesAccess Fund
                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 this FuturesAccess
                Fund is
                able to determine 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 this FuturesAccess Fund
                is suspending redemptions, Investors will not be able to exchange
                Units
                for units of other FuturesAccess Funds.  The Sponsor shall
                suspend redemptions during any period when the calculation of Net
                Asset
                Value has been suspended.

            


    

     

    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
                this FuturesAccess Fund shall have a corresponding effect on Investors’
                exercise of their Exchange Privileges relating to this FuturesAccess
                Fund.

            


    

     

    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
                this
                FuturesAccess Fund, (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 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 a FuturesAccess Fund’s outstanding
                Units in the event that the Sponsor concludes that it is no longer
                advisable to place client capital with the Trading Advisor or if
                the
                amount of assets invested in this FuturesAccess Fund declines to
                a level
                that the Sponsor believes makes the continued operation of such
                FuturesAccess Fund impracticable or
                uneconomical.

            


    

     

    
      	
               

            	
              (c)

            	
              Units
                mandatorily redeemed shall be redeemed as of the specified month-end
                without any further action 

            


    

    
      


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    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 this FuturesAccess Fund is required to pay or withhold state, local or
      other taxes with respect to a particular Investor or Investors, this
      FuturesAccess Fund 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 this FuturesAccess Fund 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.  FuturesAccess Fund 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 this FuturesAccess Fund,
      the
      Sponsor may be required to withdraw as manager of this FuturesAccess Fund by
      a
      vote of Investors owning not less than 50% of the Units of this FuturesAccess
      Fund.  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 this FuturesAccess Fund 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 this
                FuturesAccess Fund 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 this FuturesAccess Fund.  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 this FuturesAccess
                Fund.

            


    

     

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

     

    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 this FuturesAccess Fund 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
                

            


    

    
      


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    name
      of this FuturesAccess Fund to carry out any and
      all of the objectives and purposes of this FuturesAccess Fund 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; provided,
      that the Trading Advisor shall at all times have discretionary authority over
      the trading and investing of this FuturesAccess Fund.  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 this FuturesAccess Fund’s
                cash flow, pay 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 this FuturesAccess Fund, including and
      without limiting the generality of the foregoing:

     

    
      	
               

            	
              (a)

            	
              to
                place capital under the management of, and withdraw capital from,
                the
                discretionary control of the Trading Advisor; provided, that this
                FuturesAccess Fund shall not retain any other Trading Advisor (although
                the Sponsor may dissolve this FuturesAccess Fund at any
                time).

            


    

     

    
      	
               

            	
              (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 this FuturesAccess
                Fund.

            


    

     

    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 this FuturesAccess
                Fund,
                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 this FuturesAccess Fund
                such
                amount of the business time of its officers and employees as the
                Sponsor
                shall deem necessary for the management of the affairs of this
                FuturesAccess Fund; 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 this FuturesAccess
                Fund’s 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.

            


    

    
      


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    SECTION
      5.04.  SERVICES TO THIS FUTURESACCESS FUND.  Any Sponsor
      Party may perform administrative services for this FuturesAccess Fund, 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 this
      FuturesAccess Fund or a related party with which or with whom this FuturesAccess
      Fund has dealings, including but not limited to the Sponsor’s sharing in the
      Management Fees paid and Performance Fee paid by this FuturesAccess Fund to
      the
      Trading Advisor (such sharing to be effected either by the Trading Advisor
      making a direct payment to the Sponsor or by the Trading Advisor making payments
      to this FuturesAccess Fund which are specially allocated solely to the Sponsor),
      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 this FuturesAccess
      Fund
      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 this FuturesAccess Fund 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 this FuturesAccess Fund, this FuturesAccess Fund
      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 this FuturesAccess Fund; 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 the FuturesAccess Fund or any Investor for
      failure to obtain for the FuturesAccess Fund, or to require the FuturesAccess
      Fund to obtain, 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 the FuturesAccess Fund, or for
      the
      failure to recapture, directly or indirectly, any brokerage commissions for
      the
      benefit of the FuturesAccess Fund.

     

    No
      Sponsor Party shall be liable to this FuturesAccess Fund 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 this FuturesAccess
      Fund or any Investor for any actions or omissions of:  (i) the Trading
      Advisor; (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.

     

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

     

    SECTION
      5.07.  INDEMNIFICATION.  This FuturesAccess Fund 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 this FuturesAccess Fund;
      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.

     

    This
      FuturesAccess Fund 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.

    
      


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    In
      the
      event this FuturesAccess Fund 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 this FuturesAccess Fund’s business, such Investor shall indemnify and
      reimburse this FuturesAccess Fund for all loss and expense incurred, including
      attorneys’ fees.

     

    SECTION
      5.08.  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 this FuturesAccess
      Fund.

     

    SECTION
      5.09.  RELIANCE BY THIRD PARTIES.  In dealing with the
      Sponsor acting on behalf of this FuturesAccess Fund, no person shall be required
      to inquire into the authority of the Sponsor to bind this FuturesAccess
      Fund.  Persons dealing with this FuturesAccess Fund 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 this FuturesAccess Fund in any
      matter.

     

    SECTION
      5.10.  REGISTRATION OF ASSETS.  Any assets owned by this
      FuturesAccess Fund may be registered in this FuturesAccess Fund’s name, in the
      name of a nominee or in “street name.”

     

    SECTION
      5.11.  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) 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 this FuturesAccess Fund;
                or

            


    

     

    
      	
               

            	
              (c)

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

            


    

     

    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.  This FuturesAccess Fund may charge an Investor such amount as
      may be deemed appropriate by the Sponsor to compensate this FuturesAccess Fund
      in the case of any Capital Contribution received by this FuturesAccess Fund
      after the day as of which the new Investor making such Capital Contribution
      is
      admitted to this FuturesAccess Fund and such Investor’s Units are deemed to have
      been issued.

     

    Admission
      of a new Investor shall not result in a dissolution of this FuturesAccess
      Fund.

     

    SECTION
      6.02.  PROCEDURE AS TO NEW MANAGERS.  One or more additional
      managers may be admitted to this FuturesAccess Fund 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 this
      FuturesAccess Fund without the consent of Investors holding more than 50% of
      the
      outstanding Units (by Net Asset Value) 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.

    
      


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    ARTICLE
      VII

    BOOKS
      OF ACCOUNT; AUDITS; REPORTS TO INVESTORS

     

    SECTION
      7.01.  BOOKS OF ACCOUNT.  The books of account of this
      FuturesAccess Fund 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.  This FuturesAccess Fund’s books of account shall not,
      however, for such purpose include any record of the particular transactions
      entered into by this FuturesAccess Fund.

     

    SECTION
      7.02.  ANNUAL AUDIT.  The accounts of this FuturesAccess
      Fund 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 this FuturesAccess
                Fund;

            


    

     

    
      	
               

            	
              (b)

            	
              the
                net capital appreciation or depreciation of this FuturesAccess Fund
                for
                such fiscal year;

            


    

     

    
      	
               

            	
              (c)

            	
              the
                Net Asset Value of this FuturesAccess Fund 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.

            


    

     

    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
      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 this FuturesAccess Fund 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 this FuturesAccess
      Fund’s 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 this FuturesAccess Fund), to each Investor interim reports
      indicating this FuturesAccess Fund’s estimated results of operations and
      presenting such other matters concerning this FuturesAccess Fund’s operations as
      the Sponsor may deem appropriate as well as those required by the applicable
      Commodity Futures Trading Commission regulations.  The estimated
      performance of this FuturesAccess Fund 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 this FuturesAccess Fund,
      as disclosed in the Confidential Program Disclosure Document and as contemplated
      herein (including without limitation Merrill Lynch acting as exclusive clearing
      broker and principal forward contract and swap dealer at rates and dealer
      spreads which 

    
      


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    have
      not
      been negotiated at arm’s-length as well as the Sponsor sharing in the Management
      and Performance Fees paid to the Trading Advisor by this FuturesAccess Fund)
      and
      covenants not to object to or bring any proceedings against any Sponsor Party
      relating to any such conflict of interest; provided, that such Sponsor Party
      complies with the standard of exculpation set forth in Section
      5.06.

     

    The
      Sponsor is hereby specifically authorized by all Investors to cause this
      FuturesAccess Fund to use Merrill Lynch as this FuturesAccess Fund’s exclusive
      clearing broker and primary forward contract and swap counterparty, and all
      Investors acknowledge and agree that the brokerage rates and dealer spreads
      charged by Merrill Lynch to this FuturesAccess Fund are higher than those
      charged to other Merrill Lynch clients; in addition, Merrill Lynch will retain
      significant additional economic benefit from possession of this FuturesAccess
      Fund’s assets.

     

    ARTICLE
      IX

    DISSOLUTION
      AND WINDING UP OF THIS FUTURESACCESS FUND

     

    SECTION
      9.01.  EVENTS OF DISSOLUTION.  This FuturesAccess Fund will
      be dissolved, the affairs of this FuturesAccess Fund will be wound up and this
      FuturesAccess Fund 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 this FuturesAccess Fund;

            


    

     

    
      	
               

            	
              (b)

            	
              any
                event which would make unlawful the continued existence of this
                FuturesAccess Fund;

            


    

     

    
      	
               

            	
              (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 this FuturesAccess
      Fund on the terms set forth herein (if it is lawful to do so), and to appoint
      one or more managers for this FuturesAccess Fund.

     

    SECTION
      9.02.  DISSOLUTION.  Upon the dissolution of this
      FuturesAccess Fund, 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, then held by Investors, select) shall wind up this
      FuturesAccess Fund’s affairs and, in connection therewith, shall distribute this
      FuturesAccess Fund’s assets in the following manner and order:

     

    
      	
               

            	
              (a)

            	
              FIRST,
                to the payment and discharge of all claims of creditors of this
                FuturesAccess Fund (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 this
                FuturesAccess Fund; 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 this
                FuturesAccess Fund 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 this FuturesAccess Fund’s dissolution
                occurs.  Any assets distributed in kind in the liquidation shall
                be valued, for purposes of such distribution, in accordance with
                Section
                2.11 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 this FuturesAccess
                Fund.

            


    

    
      


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    ARTICLE
      X

    MISCELLANEOUS
      PROVISIONS

     

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

     

    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 this FuturesAccess Fund, 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 this FuturesAccess Fund shall do business, to effectuate,
      implement and continue the valid existence of this FuturesAccess
      Fund.

     

    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) then held by Investors.

     

    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 10.14);
                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 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 this FuturesAccess Fund or to provide
      for
      the Sponsor to withdraw from this FuturesAccess Fund without admitting any
      such
      substitute manager to this FuturesAccess Fund); increase the liabilities of
      Investors; or reduce the participation of Investors in the profits and losses
      of
      this FuturesAccess Fund or in any distributions made by this FuturesAccess
      Fund
      as set forth herein.

    
      


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    SECTION
      10.04.  NOTICES.  Any notice to this FuturesAccess Fund 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 this FuturesAccess Fund.  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
      this
      FuturesAccess Fund 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 this FuturesAccess Fund 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.  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
      10.07.  CONSENT TO JURISDICTION.  All controversies arising
      hereunder or in connection with the affairs of this FuturesAccess Fund 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
      10.08.  “TAX MATTERS PARTNER”; TAX ELECTIONS.  The Sponsor
      is designated as the “Tax Matters Partner” for this FuturesAccess Fund 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.

     

    Unless
      the Sponsor otherwise consents, 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 this FuturesAccess Fund, as
      reflected on the Schedule K-1 or other information statement furnished by this
      FuturesAccess Fund to such Investor, or to file any claim for refund relating
      to
      any such Tax Item which would result in such inconsistent
      treatment.

     

    SECTION
      10.09.  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 this FuturesAccess Fund
      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 this FuturesAccess Fund.

     

    SECTION
      10.10.  NO PUBLICITY.  Each Investor agrees that such
      Investor will in no event provide information concerning this FuturesAccess
      Fund
      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 this FuturesAccess Fund,
      as well as the performance of such investment, shall be maintained on a strictly
      confidential basis; provided, that the Sponsor may make use of this
      FuturesAccess Fund’s performance record in the ordinary course of the Sponsor’s
      business activities.

    
      


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    SECTION
      10.11.  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 this FuturesAccess
      Fund.

     

    SECTION
      10.12.  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
      10.13.  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
      10.14.  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 this FuturesAccess
                Fund 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
      10.15.  COMPLIANCE WITH THE INVESTMENT ADVISERS ACT OF 1940;
      SECURITIES LAWS.

     

    
      	
               

            	
              (a)

            	
              This
                FuturesAccess Fund is not an “advisory client” of the Sponsor for purposes
                of the Investment Advisers Act of 1940 (the “Advisers Act”) due to this
                FuturesAccess Fund trading futures, forward and options contracts
                other
                than securities.  Nevertheless, 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.

            


    

     

     

    *  *  *  *  *  *  *

     

     

    
      


       

      The
        Merrill Lynch FuturesAccessSM
Funds

      General
        Form of Operating Agreement Dated as of April 1,
        2007



    
      
        
        

      

      
        A-23

        
          

        

      

      
        
        

      

    

     

    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

            
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 


    

    
      	 


    

    
 

     

     

     

     

     

     

     

     

     

     

     

    
      


       

      The
        Merrill Lynch FuturesAccessSM
Funds

      General
        Form of Operating Agreement Dated as of April 1,
        2007

    

     

    A-23