Unassociated Document


    Exhibit
10.4

     

    LIMITED
LIABILITY COMPANY AGREEMENT OF

     

    GP
CASH MANAGEMENT, LLC

     

    


    Dated
as of February 6, 2009

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    TABLE OF CONTENTS

     

    
      
        	 	 	
                  Page
       

              
	
                ARTICLE I

              	
                DEFINITIONS

              	
                1

              
	
                1.01

              	
                Definitions

              	
                1

              
	
                1.02

              	
                General

              	
                5

              
	
                ARTICLE II

              	
                FORMATION
      OF COMPANY

              	
                5

              
	
                2.01

              	
                Formation

              	
                5

              
	
                2.02

              	
                Name

              	
                5

              
	
                2.03

              	
                Principal
      Place of Business

              	
                5

              
	
                2.04

              	
                Registered
      Office and Registered Agent

              	
                5

              
	
                2.05

              	
                Term

              	
                6

              
	
                2.06

              	
                Company
      Interests

              	
                6

              
	
                ARTICLE III

              	
                BUSINESS
      OF COMPANY

              	
                6

              
	
                3.01

              	
                Business

              	
                6

              
	
                ARTICLE IV

              	
                NAMES
      AND ADDRESSES OF MEMBERS

              	
                6

              
	
                4.01

              	
                Members

              	
                6

              
	
                ARTICLE V

              	
                RIGHTS
      AND DUTIES OF MANAGER

              	
                6

              
	
                5.01

              	
                Management

              	
                6

              
	
                5.02

              	
                Officers

              	
                7

              
	
                5.03

              	
                Liability
      for Certain Acts

              	
                7

              
	
                5.04

              	
                Action
      by Written Consent

              	
                7

              
	
                5.05

              	
                Company
      Books

              	
                7

              
	
                5.06

              	
                Indemnity
      of the Manager and Others

              	
                7

              
	
                5.07

              	
                No
      Exclusive Duty to the Company

              	
                8

              
	
                ARTICLE VI

              	
                RIGHTS
      AND OBLIGATIONS OF MEMBERS

              	
                8

              
	
                6.01

              	
                Limitation
      of Liability

              	
                8

              
	
                6.02

              	
                No
      Personal Liability

              	
                8

              
	
                6.03

              	
                Company
      Books

              	
                8

              
	
                6.04

              	
                Confidential
      Information

              	
                9

              
	
                6.05

              	
                Priority
      and Return of Capital

              	
                9

              
	
                6.06

              	
                Liability
      of a Member to the Company

              	
                9

              
	
                6.07

              	
                Resignation
      of a Member

              	
                9

              
	
                6.08

              	
                Investment
      Opportunities and Conflicts of Interest

              	
                9

              
	
                ARTICLE VII

              	
                MEETINGS
      OF MEMBERS

              	
                10

              
	
                7.01

              	
                Meetings

              	
                10

              
	
                7.02

              	
                Place
      of Meetings

              	
                10

              
	
                7.03

              	
                Notice
      of Meetings

              	
                10

              
	
                7.04

              	
                Meeting
      of All Members

              	
                10

              


      

    

    
      
        	       
      7.05	
                Record
      Date

              	
                10

              
	
                7.06

              	
                Quorum

              	
                10

              
	
                7.07

              	
                Manner
      of Acting

              	
                11

              
	
                7.08

              	
                Proxies

              	
                11

              
	
                7.09

              	
                Action
      by Members Without a Meeting

              	
                11

              


      

       

    

    
      
        
        

      

      
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    TABLE
OF CONTENTS

    (continued)

     

    
      
        	 	 	  Page 
	
                7.10

              	
                Waiver
      of Notice

              	
                11

              
	
                ARTICLE VIII

              	
                CONTRIBUTIONS
      TO THE COMPANY, CAPITAL ACCOUNTS AND FEES

              	
                11

              
	
                8.01

              	
                Members’
      Capital Contributions

              	
                11

              
	
                8.02

              	
                Additional
      Contributions

              	
                11

              
	
                8.03

              	
                Capital
      Accounts

              	
                12

              
	
                8.04

              	
                Withdrawal
      or Reduction of Members’ Contributions to Capital

              	
                13

              
	
                8.05

              	
                Investment
      Fees

              	
                13

              
	
                8.06

              	
                Expenses
      of the Company

              	
                13

              
	
                ARTICLE IX

              	
                ALLOCATIONS,
      INCOME TAX, DISTRIBUTIONS, ELECTIONS AND REPORTS

              	
                13

              
	
                9.01

              	
                Allocations
      of Net Capital Appreciation and Net Capital Depreciation

              	
                13

              
	
                9.02

              	
                Income
      Tax Allocations

              	
                13

              
	
                9.03

              	
                Distributions
      and Withdrawals

              	
                14

              
	
                9.04

              	
                Limitation
      upon Distributions and Withdrawals

              	
                14

              
	
                9.05

              	
                Accounting
      Principles

              	
                14

              
	
                9.06

              	
                Interest
      on and Return of Capital Contributions

              	
                14

              
	
                9.07

              	
                Loans
      to Company

              	
                15

              
	
                9.08

              	
                Accounting
      Period

              	
                15

              
	
                9.09

              	
                Returns
      and Other Elections

              	
                15

              
	
                9.10

              	
                Tax
      Matters Partner

              	
                15

              
	
                ARTICLE X

              	
                TRANSFERABILITY

              	
                15

              
	
                10.01

              	
                Restrictions
      on Sale of Interests by a Member

              	
                15

              
	
                10.02

              	
                Assumption
      by Successors

              	
                15

              
	
                ARTICLE XI

              	
                ADDITIONAL
      MEMBERS

              	
                15

              
	
                11.01

              	
                Admission
      of Additional Members

              	
                15

              
	
                ARTICLE XII

              	
                DISSOLUTION
      AND TERMINATION

              	
                16

              
	
                12.01

              	
                Dissolution

              	
                16

              
	
                12.02

              	
                Winding
      Up, Liquidation and Distribution of Assets

              	
                16

              
	
                12.03

              	
                Certificate
      of Cancellation

              	
                17

              
	
                12.04

              	
                Effect
      of Filing of Certificate of Cancellation

              	
                17

              
	
                12.05

              	
                Return
      of Contribution Nonrecourse to Other Members

              	
                17

              
	
                ARTICLE XIII

              	
                MISCELLANEOUS
      PROVISIONS

              	
                18

              
	
                13.01

              	
                Notices

              	
                18

              
	
                13.02

              	
                Application
      of Delaware Law

              	
                18

              
	
                13.03

              	
                Waiver
      of Action for Partition

              	
                18

              
	
                13.04

              	
                Amendments

              	
                18

              
	
                13.05

              	
                Execution
      of Additional Instruments

              	
                18

              
	
                13.06

              	
                Headings

              	
                18

              
	
                13.07

              	
                Waivers

              	
                18

              
	
                13.08

              	
                Rights
      and Remedies Cumulative

              	
                18

              


      

    

     

     

    
      
        
        

      

      
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    TABLE
OF CONTENTS

    
      (continued)

       

      
        
          	 	 	  Page  
	
                  13.09

                	
                  Severability

                	
                  19

                
	
                  13.10

                	
                  Successors
      and Assigns

                	
                  19

                
	
                  13.11

                	
                  Creditors

                	
                  19

                
	
                  13.12

                	
                  Counterparts

                	
                  19

                
	
                  13.13

                	
                  Entire
      Agreement

                	
                  19

                


        

      

    

     

    
      	
              Exhibit
      A

            	
              –

            	
              Capitalization
      Table

            
	
              Exhibit
      B

            	
              –

            	
              Member’s
      Assent

            


    

    


     

     

     

    
      
        
        

      

      
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    LIMITED
LIABILITY COMPANY AGREEMENT

     

    OF
GP CASH MANAGEMENT, LLC

     

    THIS
LIMITED LIABILITY COMPANY AGREEMENT (as amended, restated or otherwise modified
from time to time, this “Agreement”) of GP
Cash Management, LLC, a Delaware limited liability company
(the “Company”), is entered
into as of the 6th day of February, 2009, by and among those Persons whose names
are set forth on the signature pages hereto, the Company and such other Persons
as shall become Members hereof from time to time, pursuant to the provisions of
the Act (as defined below) and this Agreement, on the following terms and
conditions:

     

    WITNESSETH:

     

    WHEREAS,
the Certificate of Formation for GP Cash Management, LLC was filed with the
Delaware Secretary of State on February 6, 2009.

     

    NOW,
THEREFORE, the parties agree as follows:

     

    ARTICLE I

     

    


     

    DEFINITIONS

     

    1.01           Definitions. The
following terms used in this Agreement shall have the following
meanings:

     

    “Act” means the
Delaware Limited Liability Company Act, as may be supplemented, amended or
restated from time to time.

     

    “Affiliate” means,
when used with reference to a specified Person, (a) any Person that
directly or indirectly through one or more intermediaries controls (alone or
through an affiliated group), is controlled by, or is under common control with,
such specified Person, (b) any Person that is an officer, director,
manager, member, partner, or trustee of, or serves in a similar capacity with
respect to, such specified Person (or an Affiliate of such Person) or of which
such specified Person is an officer, director, member, manager, partner or
trustee, or with respect to which such Person serves in a similar capacity or
(c) any Person who is the spouse, child, grandchild, parent, grandparent,
brother or sister of such specified Person.

     

    “Agreement” has the
meaning set forth in the introductory paragraph.

     

    “Allocable Net Capital
Appreciation”, with respect to a Determination Date, means, as to any
Member, such Member’s allocable share of the Net Capital Appreciation for such
Determination Date determined immediately prior to the end of business on such
Determination Date.

     

    “Allocable Net Capital
Depreciation”, with respect to a Determination Date, means, as to any
Member, such Member’s allocable share of the Net Capital Depreciation for such
Determination Date determined immediately prior to the end of business on such
Determination Date.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    “Capital Account” as
of any given date means the Capital Contribution to the Company by a Member as
adjusted up to such date pursuant to Article VIII.

     

    “Capital Contribution”
means any contribution to the capital of the Company, which shall be made in
cash by a Member whenever made.

     

    “Certificate of
Formation” means the Certificate of Formation of the Company, as filed
with the Delaware Secretary of State, as amended from time to time.

     

    “Class” means, as the
context may require, the Classes authorized and designated pursuant to Section
2.06.

     

    “Code” means the
Internal Revenue Code of 1986, as amended, or corresponding provisions of
subsequent superseding federal revenue laws.

     

    “Company” has the
meaning set forth in the introductory paragraph.

     

    “Company Net Asset
Value” shall mean, as of any Determination Date, (1) the total assets of
the Company including all cash and cash equivalents (each valued at fair market
value), (2) less the total liabilities of the Company, excluding any accrued and
unpaid Investment Fees, if any, determined by the Manager in its sole but
reasonable discretion.

     

    “Confidential
Information” means (a) information or materials relating to the
Company, that are not generally known to the public (including, but not limited
to, products or services, pricing structures, accounting and business methods,
business plans, inventions, devices, new developments, methods and processes,
customers and clients and customer or client lists, copyrightable works and all
technology, trade secrets and other proprietary information),
(b) information or materials the disclosure of which the Manager in good
faith believe is not in the best interests of the Company and (c) any other
information or materials which the Company is required by law or agreement to
keep confidential.

     

    “Damages” means any
loss, expense, damage or injury suffered or sustained by a Person, including,
but not limited to, any judgment, award, settlement, reasonable attorneys’ fees
and other costs of litigation.

     

    “Determination Date”
means each business day, as applicable.

     

    “Distributable Cash”
means all cash, revenues and funds received by the Company, less the sum of the
following to the extent paid or set aside by the Company: (a) all principal
and interest payments on indebtedness of the Company and all other sums paid to
lenders; (b) all Investment Fees payable by the Company pursuant to Section 8.05;
(c) all cash expenditures incurred in the normal operation of the Company’s
business; and (d) such Reserves as the Manager deem reasonably necessary
for the proper operation of the Company’s business.

     

    “Entity” means any
general partnership, limited partnership, limited liability company,
corporation, joint venture, trust, business trust, cooperative, association,
foreign trust or foreign business organization.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    “Fiscal Year” means
the Company’s taxable year ending December 31 or such shorter period of
time constituting the Company’s taxable year.

     

    “GAAP” means generally
accepted accounting principles in the United States of America, as in effect
from time to time.

     

    “Grant Park” means
Grant Park Futures Limited Partnership.

     

    “Indemnified Party”
has the meaning set forth in Section 5.06.

     

    “Interest” or “Interests” refers to
the interest of a Member or a Transferee in the Company. The total of all
Interests owned, whether such Interests are of a single or multiple classes,
shall represent such Member’s entire interest in the Company, including, the
right to participate in the management of the business and affairs of the
Company and to share in the Net Capital Appreciation and Net Capital
Depreciation of the Company. The initial amount of Interests held by each Person
admitted to the Company as a Member and by each Transferee shall be set forth on
Exhibit A, as updated from time to time, but at least at the end of each Fiscal
Year, in good faith by the Managers pursuant to this Agreement. The amount of a
Member’s Interests will be stated in a dollar amount.

     

    “Investment Fee” means
the fees as specified in Schedule A of this Agreement, and payable to Dearborn
Capital Management, LLC, as general partner of Grant Park and Manager of the
Company.

     

    “Manager” shall mean
Dearborn Capital Management, LLC.

     

    “Member” means each
Person executing this Agreement as a Member, as well as each Person who may
hereafter become a Member in accordance with the terms hereof and all
Transferees who, subsequent to the date of this Agreement, become Members in
accordance with the terms hereof and who have complied with Section 10.02
hereof. To the extent a Manager has purchased Interests in the Company, such
Manager will have all the rights of a Member with respect to such Interests, and
the term “Member” as used herein shall include a Manager to the extent such
Manager has purchased such Interest in the Company.

     

    “Net Capital
Appreciation” means, for any Determination Date, the excess of the
Company Net Asset Value at the close of business on such Determination Date,
prior to deducting any capital withdrawals to be effected as of such date or
other distributions being made with respect to such Determination Date, over the
Company Net Asset Value as of the opening of business of such Determination
Date, after adding any additional Capital Contributions made as of the beginning
of such Determination Date.

     

    “Net Capital
Depreciation” means, for any Determination Date, the excess of the
Company Net Asset Value as of the opening of business of the Determination Date,
after adding any additional Capital Contributions made as of the beginning of
such Determination Date, over the Company Net Asset Value at the close of
business of such Determination Date, prior to deducting any capital withdrawals
to be effected as of such date or other distributions being made with respect to
such Determination Date.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    “Other Business” has
the meaning set forth in Section
6.08.

     

    “Participating
Percentage” means for each Member, a percentage, determined for each
Determination Date, based on the amount of aggregate Capital Contributions less
aggregate distributions or withdrawals made by such Member as of the opening of
business on such Determination Date over the aggregate amount of aggregate
Capital Contribution less aggregate distributions or withdrawals made by all
Members as of the opening of business on such Determination Date.

     

    “Permitted Transferee”
means a Transferee of any Interests in a Permitted Transfer.

     

    “Permitted Transfers”
means (a) the Transfer, with or without consideration, of all or any part
of the Interests from one Member to another Member; and (b) upon
dissolution of a partnership or limited liability company that is a Member, a
Transfer constituting a liquidating distribution to the partners of such
partnership or the members of such limited liability company. Each Member shall
be solely responsible for any and all tax consequences resulting from any
Permitted Transfers under this Agreement. Notwithstanding the foregoing,
however, a Transfer shall not be deemed to be a Permitted Transfer unless (i)
the Transferee of the Interests is already a party to this Agreement or
expressly assumes, in writing, all of the obligations of a Member under this
Agreement pursuant to the form of Member’s Assent attached hereto as Exhibit B and
(ii) the Transferee, if requested by the Manager, provides an opinion of counsel
reasonably satisfactory to the Manager that the purported Transfer will not
cause a termination of the Company pursuant to Code Section 708, or
alternatively, if a termination pursuant to Code Section 708 occurs, such
termination does not result in any material adverse consequences to the Company
or any Member.

     

    “Person” means any
individual or Entity, and the heirs, executors, administrators, legal
representatives, successors and assigns of such “Person” where the context so
permits.

     

    “Reserves” means
funds set aside or amounts allocated to reserves which shall be maintained in
amounts deemed sufficient by the Manager for working capital and to pay taxes,
insurance, debt service or other costs or expenses incident to the ownership or
operation of the Company’s business.

     

    “Resigning Member” has
the meaning set forth in Section 6.07.

     

    “Securities Act” means
the Securities Act of 1933, as amended, and all rules and regulations
promulgated thereunder.

     

    “Specified Persons”
has the meaning set forth in Section
6.08.

     

    “Tax Matters Partner”
has the meaning set forth in Section 9.10.

     

    “Transfer” shall
include a (a) sale, assignment, pledge, hypothecation, transfer, exchange
or other transfer for consideration, or (b) gift, bequest or other transfer
for no consideration (whether or not by operation of law, except in the case of
bankruptcy), or (c) disposition that encumbers, impairs or otherwise
affects the Interests.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    “Transferee” shall
mean a Person to whom a Member proposes to Transfer all or a portion of its
Interests or any separate rights thereunder, or to whom an Interest, or any
separate rights thereunder, have been transferred.

     

    “Treasury Regulations”
shall include proposed, temporary and final regulations promulgated under the
Code.

     

    1.02           General. The words
“herein,” “hereof” and “hereunder” and other words of similar import refer to
this Agreement as a whole, as the same may from time to time be amended,
modified or supplemented and not to any particular section, subsection or clause
contained in this Agreement. Wherever from the context it appears appropriate,
each term stated in either the singular or plural shall include the singular and
the plural, and pronouns stated in the masculine, feminine or neuter gender
shall include the masculine, the feminine and the neuter.

     

    ARTICLE II

     

    


     

    FORMATION
OF COMPANY

     

    2.01           Formation. The
Company has been organized as a Delaware Limited Liability Company by executing
and delivering the Certificate of Formation to the Delaware Secretary of State
in accordance with and pursuant to the Act.

     

    2.02           Name. The name of the
Company is GP Cash Management, LLC.

     

    2.03           Principal Place of
Business. The principal place of business of the Company shall be 555
West Jackson Boulevard, Suite 600, Chicago, Illinois 60661. The Company may
locate its places of business and registered office at any other place or places
as the Manager may deem advisable.

     

    2.04           Registered Office and
Registered Agent. The Company’s initial registered office shall be
located at 615 South DuPont Highway, Dover, Delaware 19901, County of Kent and
the name of its registered agent shall be National Corporate Research, Ltd. The
Manager shall cause to be executed and filed such forms or certificates and
shall take any and all other actions as may be reasonably necessary to perfect
and maintain the status of the Company under the laws of any other states or
jurisdictions in which the Company engages in business. Jennifer Durham King is
hereby designated as an authorized person within the meaning of the Act to
execute, deliver and file the Certificate of Formation and Jennifer Durham King
and such other persons as may be designated from time to time by the Manager are
hereby designated as authorized persons, within the meaning of the Act, to
execute, deliver and file any amendments or restatements of the Certificate of
Formation and any other certificates and any amendments or restatements thereof
necessary for the Company to qualify to do business in a jurisdiction in which
the Company may wish to conduct business. All actions taken prior to the date
hereof by Jennifer Durham King in connection with the preceding sentence are
hereby ratified, confirmed and approved. The registered office and registered
agent may be changed by the Manager.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    2.05           Term. The duration of
the Company commenced on the date of filing of the Certificate of Formation with
the Delaware Secretary of State in accordance with the Act and shall continue
until the winding up and liquidation of the Company and its business is
completed as provided in Article XII.

     

    2.06           Company Interests.
Interests may be issued by the Company in such classes (each being referred to
herein as a “Class”, with each
such Class bearing such rights, obligations, liabilities, privileges,
designations and preferences and having different terms (including, without
limitation, Investment Fees thereon) as the Manager shall determine in its sole
and absolute discretion and as are reflected by the Manager on Schedule A of
this Agreement from time to time. In the event any such additional class of
Interests are so designated or authorized, the Manager shall be entitled to
amend the terms of this Agreement and Schedule A to appropriately reflect the
terms thereof without further action of the Members.

     

    ARTICLE III

     

    


     

    BUSINESS
OF COMPANY

     

    3.01           Business. The primary
business of the Company shall be to manage excess cash of each Member not
otherwise held by such Member at a commodity trading advisor’s clearing broker
for the benefit of such Member and generally to engage in any lawful act or
activity for which limited liability companies may be formed under the Act and
in any and all activities necessary, advisable, convenient or incidental
thereto.

     

    ARTICLE IV

     

    


     

    NAMES
AND ADDRESSES OF MEMBERS

     

    4.01           Members. The names of
the Members, each Member’s initial Capital Contribution and Class of Interests
owned by each Member are set forth on Exhibit A, which
is attached hereto and made a part hereof by reference. The addresses of the
Members are set forth opposite such party’s signature on the signature pages
hereto.

     

    ARTICLE V

     

    


     

    RIGHTS
AND DUTIES OF MANAGER

     

    5.01           Management. The
business and affairs of the Company shall be managed solely by Dearborn Capital
Management, LLC, as manager (the “Manager”). Except for situations in which the
approval of the Members is expressly required by this Agreement or by
nonwaivable provisions of the Act, the Manager shall have full and complete
authority, power and discretion to manage the business, affairs and properties
of the Company, to make all decisions regarding those matters and to perform any
and all other acts or activities customary or incident to the management of the
Company’s business, including, without limitation, the power to enter into
contracts with third parties (including Affiliates of the Manager) for
custodial, banking, accounting, legal, administrative, clearing and consulting
services. These services may also be performed by the Manager or its Affiliates
at rates which may exceed the lowest rate that might otherwise be available to
the Company from an unaffiliated third party. The validity of any transaction,
agreement or payment involving the Company and the Manager or any of its
Affiliates otherwise permitted by this Agreement shall not be affected by reason
of the relationship between the respective Manager and such Affiliate. Unless
authorized to do so by this Agreement or by the Manager, no attorney-in-fact,
employee or other agent of the Company shall have any power or authority to bind
the Company in any way, to pledge its credit or to render it liable for any
purpose. No Member shall have any power or authority to bind the Company unless
the Member has been authorized by the Manager to act as an agent of the Company
in accordance with the previous sentence.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    5.02           Officers. The Manager
may appoint one or more officers who shall have and may exercise all the powers
and authority of the Manager in the management of the business, property and
affairs of the Company to the extent determined from time to time by the
Manager. 

     

    5.03           Liability for Certain
Acts. The Manager shall not be liable to the Company or any Member or
officer for monetary damages for any losses, claims, damages or liabilities
arising from any act or omission performed or omitted by him or her arising out
of or in connection with this Agreement or the Company’s business or affairs,
except any losses, claims, damages or liabilities primarily attributable to the
gross negligence, willful misconduct or bad faith by the Manager.

     

    5.04           Action by Written
Consent. Pursuant to the Act, any action required or permitted to be
taken at any meeting (of the Manager or the Members, as applicable) may be taken
without a meeting, without prior notice, and without a vote if a consent or
consents in writing setting forth the action so taken shall be signed by not
less than the minimum number of votes that would be necessary to take such
action at a meeting.

     

    5.05           Company Books. The
Manager shall maintain and preserve, during the term of the Company, the
accounts, books, and other relevant Company documents described in
Section 18-305 of the Act.

     

    5.06           Indemnity of the Manager and
Others. 

     

     
(a)           The Company
shall, to the maximum extent permitted under the Act, indemnify and make
advances for expenses of the Manager, its officers, employees and other agents
from and against any and all claims and demands whatsoever.

     

     
(b)           The Company
shall indemnify and hold harmless the Manager, its officers, employees and other
agents and their respective Affiliates and such Affiliates’ respective
directors, officers, members, stockholders, partners, employees and agents, as
the case may be (each an “Indemnified Party”),
from and against any Damages suffered or sustained by him or them by reason of
any acts, omissions or alleged acts or omissions arising out of his, her or its
or any other Person’s activities on behalf of the Company or in furtherance of
the interests of the Company; provided, that the
acts, omissions or alleged acts or omissions of an Indemnified Party upon which
such actual or threatened action, proceeding or claim is based were not
performed or omitted fraudulently or in bad faith or as a result of gross
negligence, willful misconduct, knowing violation of law or material breach of
this Agreement by such Indemnified Party or any other agreement between the
Company and such Indemnified Party.

     

    
      
        
        

      

      
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(c)           Damages
(including, without limitation, attorneys’ fees and expenses) incurred by any
Indemnified Party in defending a civil, criminal, administrative or
investigative action, suit or proceeding shall be paid by the Company in advance
of the final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such Person to repay such amount if it shall
ultimately be determined that such Person is not entitled to be indemnified by
the Company under this Section 5.06 or
under any other contract or agreement between such Person and the Company. Such
Damages incurred by such Person may be so paid upon the receipt of the aforesaid
undertaking.

     

     
(d)           The
indemnification and advancement of Damages provided by this Section 5.06
shall not be deemed exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be entitled under any by-law,
agreement or otherwise, both as to action in such Person’s capacity and as to
action in another capacity, and shall continue as to a Person who has ceased to
be a Manager, officer, employees or other agent and shall inure to the benefit
of the successors, assigns, heirs, executors and administrators of such
Person.

     

    5.07           No Exclusive Duty to the
Company. The Manager shall not be required to manage the Company as its,
his or her sole and exclusive function and it may have other business interests
and engage in activities in addition to those relating to the Company. Neither
the Company nor any Member shall have any right, by virtue of this Agreement, to
share or participate in such other investments or activities of the Manager or
to the income or proceeds derived therefrom. 

     

    ARTICLE VI

     

    


     

    RIGHTS
AND OBLIGATIONS OF MEMBERS

     

    6.01           Limitation of
Liability. Each Member’s liability shall be limited as set forth in this
Agreement, the Act and other applicable law. No Member shall at any time be
required to restore a deficit balance in such Member’s Capital
Account.

     

    6.02           No Personal
Liability. To the fullest extent permitted under the Act or any other
applicable law as currently or hereafter in effect, no Member shall have any
personal liability whatsoever, whether to the Company or to the creditors of the
Company for the debts, obligations, expenses or liabilities of the Company or
any of its losses, beyond such Member’s Capital Contribution, no creditor of the
Company shall have any right whatsoever to call or to cause the Company to call
any additional Capital Contributions and the Company shall have no obligation to
any creditor of the Company to call any additional Capital
Contributions.

     

    6.03           Company Books. The
Company shall maintain complete and accurate books of account of the Company’s
affairs at the Company’s principal office. Subject to Section 6.04, such
books shall be open to inspection by any Member (or its authorized
representative) at any time during ordinary business hours upon at least five
(5) business days’ prior notice.

     

    
      
        
        

      

      
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    6.04           Confidential
Information. The Manager has the right to keep confidential from the
Members (and their respective agents and attorneys) any Confidential Information
for such period of time as the Manager deems reasonable. Furthermore, each
Member shall keep confidential and not disclose any information or materials
regarding the Company in such Member’s possession (whether or not such
information or materials have been designated by the Manager as Confidential
Information) except to the extent:

     

     
(a)           disclosure
of such information or materials is required by law; provided, that, in the
event any Member is required by law to disclose any Confidential Information,
such Member shall promptly notify the Manager in writing, which notification
shall include the nature of the legal requirement and the extent of the required
disclosure, and shall cooperate with the Manager to preserve the confidentiality
of such information consistent with applicable law; or

     

     
(b)           the
information or materials become publicly known except through the actions or
inactions of such Member.

     

    Each
Member hereby acknowledges that unauthorized disclosure or use of the
Confidential Information could cause irreparable harm and significant injury to
the Company that may be difficult to ascertain. Each Member agrees that the
Company will have the right to seek and obtain immediate injunctive relief to
enforce the obligations under this Section 6.04 in
addition to any other rights and remedies it may have.

     

    6.05           Priority and Return of
Capital. Except as otherwise provided herein, no Member shall have
priority over any other Member, either as to the return of Capital Contributions
or as to Net Capital Appreciation and Net Capital Depreciation or distributions;
provided that this Section 6.05
shall not apply to loans which a Member has made to the Company.

     

    6.06           Liability of a Member to the
Company. A Member who receives a distribution or the return in whole or
in part of its Capital Contribution is liable to the Company only to the extent
provided by the Act or this Agreement.

     

    6.07           Resignation of a
Member. Unless otherwise approved by the Manager, no Member shall be
entitled to resign as a Member. A Member who resigns as Member in accordance
with the immediately preceding sentence (a “Resigning Member”),
shall not be entitled to receive any distributions in excess of those
distributions to which the Resigning Member had received prior to the date that
it resigned. Damages for breach of this Section 6.07
shall be monetary damages only (and not specific performance), and such damages
may be offset against distributions by the Company to which the Resigning Member
would otherwise be entitled.

     

    6.08           Investment Opportunities and
Conflicts of Interest. The Members expressly acknowledge and agree that
(a) Grant Park and the Manager (the “Specified Persons”)
are permitted to have, and may presently or in the future have, investments or
other business relationships with entities engaged in the business of the
Company other than through the Company (an “Other Business”),
(b) the Specified Persons have and may develop a strategic relationship
with businesses that are and may be competitive or complementary with the
Company, (c) none of the Specified Persons will be prohibited by virtue of
their investments in the Company or their service as a representative of or
service to the Company from pursuing and engaging in any such activities,
(d) the Members will not acquire or be entitled to any interest or
participation in any Other Business as a result of the participation therein of
any of the Specified Persons, (e) the involvement of the Specified Persons
in any Other Business will not constitute a conflict of interest by such Persons
with respect to the Company or its Members, and (f) nothing shall prohibit
any Specified Person from also being a lender to the Company pursuant to credit
agreements approved by the Manager. 

     

    
      
        
        

      

      
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    ARTICLE VII

     

    


     

    MEETINGS
OF MEMBERS

     

    7.01           Meetings. Neither
regular nor special meetings of the Members shall be required in order to
conduct the business and affairs of the Company or to take any action with
respect thereto; provided that special meetings of the Members, for any purpose
or purposes, may be called by a Manager.

     

    7.02           Place of Meetings.
The Manager may designate any place, either within or outside the State of
Delaware, as the place of meeting for any meeting of the Members. If no
designation is made, or if a special meeting be otherwise called, the place of
meeting shall be the principal place of business of the Company in the State of
Illinois. Any meeting of the Members may be held by conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear and communicate with each other, and such participation
shall constitute presence in person at the meeting.

     

    7.03           Notice of Meetings.
Except as provided in Section 7.04,
written notice stating the place, day and hour of the meeting and the purpose or
purposes for which the meeting is called shall be delivered not less than five
(5) nor more than thirty (30) days before the date of the meeting, either
personally, by facsimile, or by overnight courier, by or at the direction of any
Manager or Member calling the meeting, to each Member entitled to vote at such
meeting.

     

    7.04           Meeting of All
Members. If all of the Members shall meet at any time and place, either
within or outside of the State of Delaware, and consent to the holding of a
meeting at such time and place, such meeting shall be valid without call or
notice, and at such meeting lawful action may be taken.

     

    7.05           Record Date. For the
purpose of determining Members entitled to notice of or to vote at any meeting
of Members or any adjournment thereof, or Members entitled to receive payment of
any distribution, or in order to make a determination of Members for any other
purpose, the date on which notice of the meeting is mailed or the date on which
the resolution declaring such distribution is adopted, as the case may be, shall
be the record date for such determination of Members. When a determination of
Members entitled to vote at any meeting of Members has been made as provided in
this Section 7.05,
such determination shall apply to any adjournment thereof.

     

    7.06           Quorum. Grant Park,
represented in person or by proxy, shall constitute a quorum at any meeting of
Members. In the absence of a quorum at any such meeting, a majority of the
Participating Percentages so represented may adjourn the meeting from time to
time for a period not to exceed sixty (60) days without further notice; provided
however, that if the adjournment is for more than sixty (60) days, or if after
the adjournment a new record date is fixed for the adjourned meeting, a notice
of the adjourned meeting shall be given to each Member of record entitled to
vote at the meeting. At such adjourned meeting at which a quorum shall be
present or represented, any business may be transacted which might have been
transacted at the meeting as originally noticed. The Members present at a duly
organized meeting may continue to transact business until adjournment,
notwithstanding the withdrawal during such meeting of that number of
Participating Percentages whose absence would cause less than a
quorum.

     

    
      
        
        

      

      
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    7.07           Manner of Acting. If
a quorum is present, the affirmative vote of Grant Park shall constitute an
action by all Members, unless the vote of a greater or lesser proportion or
number is otherwise required by the Act, by the Certificate of Formation, or by
this Agreement.

     

    7.08           Proxies. At all
meetings of Members, a Member may vote in person or by proxy executed in writing
by the Member or by a duly authorized attorney-in-fact. Such proxy shall be
filed with the Manager before or at the time of the meeting. No proxy shall be
valid after eleven months from the date of its execution, unless otherwise
provided in the proxy.

     

    7.09           Action by Members Without a
Meeting. Pursuant to the Act, any action required or permitted to be
taken at a meeting of Members may be taken without a meeting if the action is
evidenced by one or more written consents describing the action taken, signed by
not less than the minimum number of votes of the Members that would be necessary
to take such action at a meeting of the Members.

     

    7.10           Waiver of Notice.
When any notice is required to be given to any Member, a waiver thereof in
writing signed by the Person entitled to such notice, whether before, at, or
after the time stated therein, shall be equivalent to the giving of such
notice.

     

    ARTICLE VIII

     

    


     

    CONTRIBUTIONS
TO THE COMPANY, CAPITAL ACCOUNTS AND FEES

     

    8.01           Members’ Capital
Contributions. Each Member shall contribute such amount in cash as set
forth on Exhibit A hereto
under the heading “Capital Contribution” as such Member’s initial Capital
Contribution. 

     

    8.02           Additional
Contributions. A Member may make additional Capital Contributions from
time to time. A Member may also be requested to make such additional pro rata
(based upon the Participating Percentage of such Member as of the date of
determination) Capital Contributions in cash, as shall be determined by the
Manager, from time to time to be reasonably necessary to meet the expenses and
obligations of the Company; provided, however, that no Member shall be required
to make such additional Capital Contributions. Except as provided below, to the
extent each Member makes the requested pro rata Capital Contribution, such
additional Capital Contributions shall not affect the Members’ relative
Participating Percentages; provided, however, that no Member shall be required
to make any such additional Capital Contributions. If a Member fails to make any
such additional Capital Contributions, the relative Participating Percentage of
such Member shall be decreased proportionally to the extent not made by any such
Member by virtue of the increase in the Company Net Asset Value as the result of
any such additional Capital Contributions by the other Members. Any requests for
payment of additional Capital Contributions made pursuant to this Section 8.02
shall not be deemed to be or construed to confer upon or give any other Person
other than the parties hereto, any rights to such additional Capital
Contributions.

     

    
      
        
        

      

      
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    8.03           Capital
Accounts.

     

     
(a)           A separate
Capital Account shall be maintained with respect to the Interests of each Member
in the Company in accordance with the following provisions:

     

     
(i)           To each
Member’s Capital Account there shall be credited (A) such Member’s Capital
Contributions and (B) such Member’s Allocable Net Capital Appreciation;
and

     

     
(ii)           To each
Member’s Capital Account there shall be debited (A) the amount of cash and
fair market value of any other property distributed to or withdrawn by such
Member pursuant to any provision of this Agreement, (B) such Member’s
Allocable Net Capital Depreciation and (C) Investment Fees, if applicable,
charged to such Member under Section 8.05.

     

     
(b)           Except as
otherwise expressly provided herein, in the event that Interests are Transferred
in accordance with the terms of this Agreement, the Transferee shall succeed to
the Capital Account of the transferring Member to the extent it relates to the
transferred Interests. The portion of the Capital Account balance that is
transferred to a Transferee shall equal the ratio in which the transferred
Interests bears to the total Interests held by the transferring Member prior to
such Transfer.

    
    

     
(c)           The
foregoing provisions and the other provisions of this Agreement relating to the
maintenance of Capital Accounts are intended to comply with Treasury Regulations
Section 1.704-1(b), and shall be interpreted and applied in a manner
consistent with such Treasury Regulations. In the event the Manager shall
determine that it is prudent to modify the manner in which such Capital
Accounts, or any debits or credits thereto (including, without limitation,
debits or credits relating to liabilities which are secured by contributed or
distributed property or which are assumed by the Company or any Member), are
computed in order to comply with such Treasury Regulations, the Manager may make
such modification, provided that it is not likely to have a material economic
effect on any Member. The Manager also shall (i) make any adjustments that
are necessary or appropriate to maintain the proper proportions of Capital
Accounts of the Members and the amount of Company capital reflected on the
Company’s balance sheet, as computed for book purposes, in accordance with
Treasury Regulations Section 1.704-1(b)(2)(iv)(q), and (ii) make any
appropriate modification in the event unanticipated events might otherwise cause
this Agreement not to comply with Treasury Regulations Section
1.704-1(b).

     

    
      
        
        

      

      
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    8.04           Withdrawal or Reduction of
Members’ Contributions to Capital.

     

     
(a)           Except as
provided in this Agreement, a Member shall not receive out of the Company’s
property any part of its Capital Contribution until all liabilities of the
Company, except liabilities to Members on account of their Capital
Contributions, have been paid or there remains property of the Company
sufficient to pay them.

     

     
(b)           A Member,
irrespective of the nature of its Capital Contribution, has only the right to
demand and receive cash in return for its Capital Contribution.

     

    8.05           Investment Fees. The
Manager shall allocate the Investment Fees on a monthly basis among the Company
Interests or any particular Class of Interests as reflected on Schedule A of
this Agreement from time to time. Such Investment Fees shall be charged to the
Interests or Class of Interests (and the corresponding Capital Accounts), as the
case may be, as of the end of business on the last business day of the calendar
month; provided, however, that the Manager shall pro rate such Investment Fees
among the respective Interests or Class of Interests, as the case may be, for
periods less than a full calendar month in order to properly reflect a fair
apportionment of such Investment Fees where the Participating Percentage of a
Member associated with an Interest or Class of Interest to which such Investment
Fees relate changes by reason of a capital contribution, distribution,
withdrawal or otherwise during such calendar month.

     

    8.06           Expenses of the
Company. The Company shall be responsible for all expenses incurred by
the Company in the ordinary course of its business, including, without
limitation, administration fees and expenses, organizational fees, expenses
incurred in with any action, arbitration, claim, demand, dispute, investigation,
lawsuit or other proceeding and indemnification payments. The Company shall also
be obligated to pay all of its extraordinary fees and expenses, if any. Such
expenses shall be taken into account in determined the Company Net Asset Value
as of each Determination Date.

     

    ARTICLE IX

     

    


     

    ALLOCATIONS,
INCOME TAX, DISTRIBUTIONS, ELECTIONS AND REPORTS

     

    9.01           Allocations of Net Capital
Appreciation and Net Capital Depreciation. Net Capital Appreciation and
Net Capital Depreciation shall be allocated among all Members in proportion to
their Participating Percentages.

     

    9.02           Income Tax
Allocations. 

     

     
(a)           For each
Fiscal Year, items of income, gain, loss, deduction or credit shall be allocated
solely for federal income tax purposes among the Members in a manner, as
reasonably determined by the Manager, that reflects equitably amounts credited
or debited to each Members’ Capital Account for the current and prior Fiscal
Years (or relevant portions thereof). In making such determination, the Manager
shall be guided by the rules and principles of Sections 704(b) and 704(c) of the
Code and the regulations promulgated thereunder, including without limitation
Treasury Regulation Section 1.704-3(c)(3).

     

    
      
        
        

      

      
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                                     (b)           
Notwithstanding Section 9.02(a), if a Member withdraws all or a portion of its
Capital Account balance from the Company, the Manager in its sole discretion may
make a special allocation to the withdrawing Member for federal income tax
purposes of items of income, gain, loss or deduction recognized by the Company
in such a manner as will reduce the amount, if any, by which the amount of the
withdrawal differs from the federal income tax basis of the appropriate portion
of such Member’s Interest in the Company before such allocation.

     

    9.03           Distributions and
Withdrawals. 

     

     
(a)           The Manager
shall determine from time to time whether to make any distributions (other than
withdrawals by a Member under Section 9.03(b)) to the Members prior to the
liquidation of the Company. No Member shall be able to demand or receive
property other than cash, except in the Manager’s discretion. The Manager is
authorized to withhold from any distribution, or with respect to allocations,
and to pay over to any applicable federal, state or local government, any
amounts required to be withheld pursuant to applicable law and shall allocate
such amounts to those Members with respect to which such amounts were withheld
as if such amounts were distributed to those Members.

     

     
(b)           A Member
may withdraw all or any portion of its Capital Account (but not below zero) upon
notice to the Manager. Any such withdrawals are deemed to be made at the close
of business on the day of such withdrawal.

     

    9.04           Limitation upon
Distributions and Withdrawals.

     

     
(a)           No
distribution, withdrawal or return of Capital Contributions shall be made and
paid if, after the distribution or return of Capital Contributions is made
either:

     

      (i)           the
Company would be insolvent; or

     

      (ii)           the
net assets of the Company would be less than zero.

     

     
(b)           The Manager
may base a determination that a distribution, withdrawal or return of Capital
Contributions may be made under Section 9.04(a)
in good faith reliance upon a balance sheet and profit and loss statement of the
Company represented to be correct by the person having charge of its books of
account or certified by an independent public or certified public accountant or
firm of accountants to fairly reflect the financial condition of the
Company.

     

    9.05           Accounting
Principles. The income and loss of the Company for financial reporting
purposes shall be determined on a consistent basis using the method of
accounting selected by the Manager.

     

    9.06           Interest on and Return of
Capital Contributions. Except as provided in this Agreement, no Member
shall be entitled to interest on its Capital Contribution or to return of its
Capital Contribution.

     

    9.07           Loans to Company.
Nothing in this Agreement shall prevent any Member from making secured or
unsecured loans to the Company by agreement with the Company.

     

    
      
        
        

      

      
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    9.08           Accounting Period.
The Company’s accounting period shall be its Fiscal Year.

     

    9.09           Returns and Other
Elections. The Manager shall cause the preparation and timely filing of
all tax returns required to be filed by the Company pursuant to the Code and all
other tax returns deemed necessary and required in each jurisdiction in which
the Company does business. Copies of such returns, or pertinent information
therefrom, shall be furnished to the Members within a reasonable time after the
end of the Company’s Fiscal Year or upon a Member’s written request. All
elections permitted to be made by the Company under federal or state tax laws
shall be made by the Manager in its discretion.

     

    9.10           Tax Matters Partner.
Grant Park is designated the “Tax Matters Partner” (as defined in Code
Section 6231), and is authorized and required to represent the Company (at
the Company’s expense) in connection with all examinations of the Company’s
affairs by tax authorities, including, without limitation, administrative and
judicial proceedings, and to expend Company funds for professional services and
costs associated therewith. The Members agree to reasonably cooperate with each
other and to do or refrain from doing any and all things reasonably required to
conduct such proceedings.

     

    ARTICLE X

     

    


     

    TRANSFERABILITY

     

    10.01         Restrictions on Sale of
Interests by a Member. Each Member understands and agrees that the
Interests may not be sold, transferred or otherwise disposed of without the
written consent of the Manager, except for Permitted Transfers.

     

    10.02         Assumption by
Successors. Notwithstanding anything contained herein to the contrary, it
is expressly agreed that any Transferee (including, without limitation, a
Transferee in a Permitted Transfer) which shall acquire all or any part of the
Interests in an arm’s length transaction and for value or by reason of any
Permitted Transfer or successorship, shall succeed to all of the rights and
shall be bound by all of the obligations of and restrictions upon a Member under
this Agreement. Contemporaneously with any such Transfer or Permitted Transfer,
the Transferee shall expressly assume, in writing, all of the obligations of a
Member under this Agreement pursuant to the form of Member’s Assent attached
hereto as Exhibit B.


     

    ARTICLE XI

     

    


     

    ADDITIONAL
MEMBERS

     

    11.01         Admission of Additional
Members. Any Person acceptable to the Manager, whether by vote or written
consent, may become an additional Member in the Company either by the issuance
by the Company of Interests for such consideration as the Manager shall
determine, or as a Transferee of a Member’s Interests or portion thereof,
subject to the terms and conditions of this Agreement. In addition, no Person
shall become a Member without executing the form of Member’s Assent attached
hereto as Exhibit B. No
new Members shall be entitled to any retroactive allocation of losses, income or
expense deductions incurred by the Company. 

     

    
      
        
        

      

      
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    ARTICLE XII

     

    


     

    DISSOLUTION
AND TERMINATION

     

    12.01         Dissolution. The
Company shall be dissolved and commence winding up and liquidation upon the
occurrence of any of the following events:

     

     
(a)           the
approval of the Manager to dissolve the Company;

     

     
(b)           at the time
that there are no Members; or

     

     
(c)           the entry
of a decree of judicial dissolution of the Company under Section 18-802 of
the Act.

     

    12.02         Winding Up, Liquidation and
Distribution of Assets.

     

     
(a)           Upon
dissolution, an accounting shall be made by the Company’s independent
accountants of the accounts of the Company and of the Company’s assets,
liabilities and operations, from the date of the last previous accounting until
the date of dissolution. The Manager shall immediately proceed to wind up the
affairs of the Company.

     

     
(b)           If the
Company is dissolved and its affairs are to be wound up, the Manager
shall:

     

     
(i)           Sell or
otherwise liquidate all of the Company’s assets as promptly as practicable
(except to the extent the Manager may determine to distribute any assets to the
Members in kind);

     

     
(ii)           Allocate
any Net Capital Appreciation and Net Capital Depreciation to the Members’
Capital Accounts in accordance with Article IX
hereof and charge any Investment Fee, if applicable, to the Members’ Capital
Accounts in accordance with Section 8.05;

     

    (iii)           Discharge
all liabilities of the Company, including liabilities to Members who are
creditors, to the extent permitted by law, other than liabilities to Members for
distributions, and establish such Reserves as may be reasonably necessary to
provide for contingent liabilities of the Company (for purposes of determining
the Capital Accounts of the Members, the amounts of such Reserves shall be
deemed to be an expense of the Company); and

     

     
(iv)           Distribute
the assets of the Company to the Members to the extent of, and in proportion to,
the positive balances in the Capital Accounts of the Members after taking into
account all other adjustments thereto for all taxable years, including the year
during which such liquidation occurs.

     

     
(c)           Notwithstanding
anything to the contrary in this Agreement, upon a liquidation within the
meaning of Section 1.704-1(b)(2)(ii)(g) of the Treasury Regulations, if any
Member has a negative balance in its Capital Account (after giving effect to all
contributions, distributions, allocations and other Capital Account adjustments
for all taxable years, including the year during which such liquidation occurs),
such Member shall have no obligation to make any Capital Contribution, and the
negative balance of such Member’s Capital Account shall not be considered a debt
owed by such Member to the Company or to any other Person for any purpose
whatsoever.

     

    
      
        
        

      

      
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(d)           Upon
completion of the winding up, liquidation and distribution of the assets, the
Company shall be deemed terminated.

     

     
(e)           The Manager
shall comply with all requirements of applicable law pertaining to the winding
up of the affairs of the Company and the final distribution of its
assets.

     

     
(f)           Upon
liquidation of the Company (or any Member’s Interest), liquidating distributions
will be paid within sixty (60) days of the end of the taxable year (or, if
later, within one hundred twenty (120) days after the date of the liquidation).
The Company may offset damages for breach of this Agreement by a Member whose
interest is liquidated (either upon the withdrawal of the Member or the
liquidation of the Company) against the amount otherwise distributable to such
Member.

     

     
(g)           If any
assets of the Company are to be distributed in kind pursuant to Section 12.02(b)(i),
such assets shall be deemed to have been sold as of the date of distribution for
fair market value as determined by the Manager, and the Capital Accounts of the
Members shall be adjusted pursuant to the provisions of Article IX of
this Agreement to reflect the gain or loss resulting from such deemed
sale.

     

    12.03         Certificate of
Cancellation. When all debts, liabilities and obligations of the Company
have been paid and discharged or adequate provisions have been made therefor and
all of the remaining property and assets of the Company have been distributed, a
Certificate of Cancellation, as required by the Act, shall be executed in
duplicate and filed with the Delaware Secretary of State.

     

    12.04         Effect of Filing of
Certificate of Cancellation. Upon the filing of a Certificate of
Cancellation with the Delaware Secretary of State, the existence of the Company
shall cease, except for the purpose of suits, other proceedings and appropriate
action as provided in the Act. The Manager shall have authority to distribute
any Company property discovered after dissolution and take such other action as
may be necessary on behalf of and in the name of the Company.

     

    12.05         Return of Contribution
Nonrecourse to Other Members. Except as provided by law or as expressly
provided in this Agreement, upon dissolution, each Member shall look solely to
the assets of the Company for the return of its Capital Contribution. If the
Company property remaining after the payment or discharge of the debts and
liabilities of the Company is insufficient to return the Capital Contribution of
one or more Members, such Member shall have no recourse against any other
Member, except as otherwise provided by law.

     

    
      
        
        

      

      
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    ARTICLE XIII

     

    


     

    MISCELLANEOUS
PROVISIONS

     

    13.01         Notices. Any and all
notices or other communications required or permitted to be delivered hereunder
shall be deemed properly delivered if (a) delivered personally, upon
receipt thereof, (b) mailed by first class, registered or certified mail,
return receipt requested, postage prepaid, on the fifth business day following
deposit with the mail carrier, (c) if sent by nationally recognized
next-day or overnight mail or delivery service, on the next business day
following deposit with such carrier, or (d) sent by telecopy, upon receipt
thereof, to any party hereto to the address and/or telecopy number set forth
opposite such party’s signature on the signature pages hereto, or to such other
address or to the attention of such other Person as the recipient party has
specified by prior written notice to the sending party.

     

    13.02         Application of Delaware
Law. This Agreement and its interpretation shall be governed exclusively
by its terms and by the laws of the State of Delaware, and specifically the Act
excluding any conflict of laws rule or principle that might refer the governance
or the construction of this Agreement to the laws of another
jurisdiction.

     

    13.03         Waiver of Action for
Partition. Each Member irrevocably waives during the term of the Company
any right that it may have to maintain any action for the partition of the
property of the Company.

     

    13.04         Amendments. This
Agreement may not be amended except in writing by the affirmative vote of the
Manager.

     

    13.05         Execution of Additional
Instruments. Each Member hereby agrees to execute such other and further
statements of interest and holdings, designations and other instruments
necessary to comply with any laws, rules or regulations.

     

    13.06         Headings. The
headings in this Agreement are inserted for convenience only and are in no way
intended to describe, interpret, define, or limit the scope, extent or intent of
this Agreement or any provision hereof.

     

    13.07         Waivers. The failure
of any party to seek redress for default of or to insist upon the strict
performance of any covenant or condition of this Agreement shall not prevent a
subsequent act, which would have originally constituted a default, from having
the effect of an original default.

     

    13.08         Rights and Remedies
Cumulative. The rights and remedies provided by this Agreement are
cumulative and the use of any one right or remedy by any party shall not
preclude or waive the right to use any other remedy. Said rights and remedies
are given in addition to any other legal rights the parties may
have.

     

    13.09         Severability. If any
provision of this Agreement or the application thereof to any Person or
circumstance shall be invalid, illegal or unenforceable to any extent, the
remainder of this Agreement and the application thereof shall not be affected
and shall be enforceable to the fullest extent permitted by law.

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

    13.10         Successors and
Assigns. Each and all of the covenants, terms, provisions and agreements
herein contained shall be binding upon and inure to the benefit of the parties
hereto and, to the extent permitted by this Agreement, their respective
successors and assigns.

     

    13.11         Creditors. None of
the provisions of this Agreement shall be for the benefit of or enforceable by
any creditors of the Company.

     

    13.12         Counterparts. This
Agreement may be executed in counterparts, each of which shall be deemed an
original but all of which shall constitute one and the same instrument. One or
more counterparts of this Agreement may be delivered by facsimile, with the
intention that delivery by such means shall have the same effect as delivery of
an original counterpart thereof.

     

    13.13         Entire Agreement.
This Agreement constitutes the entire agreement of the Members relating to the
Company and supersedes all prior contracts or agreements with respect to the
subject matter contained herein, whether oral or written.

     

    *
* * * *

     

    [SIGNATURE
PAGE FOLLOW]

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

    Signature
Page to Limited Liability Company Agreement of GP Cash Management,
LLC

     

    IN
WITNESS WHEREOF, the parties to this Limited Liability Company Agreement have
caused their signatures, or the signatures of their duly authorized
representatives, and addresses to be set forth below on the day and year first
above written.

     

    
      	
              Address:

               

              c/o
      Dearborn Capital Management, LLC

              555
      West Jackson Boulevard, Suite 600 

              Chicago,
      Illinois 60661

              Facsimile:

            	
              COMPANY:

               

              GP
      Cash Management, LLC

               

              By:
      Dearborn Capital Management, LLC, its Manager

               

              By:      
      /s/ David M.
      Kavanagh               
      

              Name: 
      David M. Kavanagh

              Its:       President

               

            
	
              Address:

               

              555
      West Jackson Boulevard, Suite 600 

              Chicago,
      Illinois 60661

              Facsimile:

            	
              MANAGER:

               

              Dearborn
      Capital Management, LLC
      
                 

                By:      
      /s/ David M.
      Kavanagh               
      

                Name: 
      David M. Kavanagh

                Its:       President

                 

              

            
	 
      	
              MEMBERS:

               

            
	
              Address:

               

              555
      West Jackson Boulevard, Suite 600 

              Chicago,
      Illinois 60661

              Facsimile:

            	
              Grant
      Park Futures Fund Limited Partnership

               

              By:
      Dearborn Capital Management, LLC, its General Partner

               

                    
                By:      
      /s/ David M.
      Kavanagh               
      

                Name: 
      David M. Kavanagh

                Its:       President

              

               

            
	
              Address:

              c/o
      Dearborn Capital Management, LLC

              555
      West Jackson Boulevard, Suite 600 

              Chicago,
      Illinois 60661

              Facsimile:

            	
              GP1,
      LLC

               

              By:
      Dearborn Capital Management, LLC, its Manager

               

                    
                By:      
      /s/ David M.
      Kavanagh               
      

                Name: 
      David M. Kavanagh

                Its:       President

              

               

            
	
              Address:

              c/o
      Dearborn Capital Management, LLC

              555
      West Jackson Boulevard, Suite 600 

              Chicago,
      Illinois 60661

              Facsimile:

            	
              GP3,
      LLC

               

              By:
      Dearborn Capital Management, LLC, its Manager

               

                    
                By:      
      /s/ David M.
      Kavanagh               
      

                Name: 
      David M. Kavanagh

                Its:       President

              

            


    

     

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    
      	
              Address:

              c/o
      Dearborn Capital Management, LLC

              555
      West Jackson Boulevard, Suite 600 

              Chicago,
      Illinois 60661

              Facsimile:

            	
              GP4,
      LLC

               

              By:
      Dearborn Capital Management, LLC, its Manager

               

                    
                By:      
      /s/ David M.
      Kavanagh               
      

                Name: 
      David M. Kavanagh

                Its:       President

              

               

            
	
              Address:

              c/o
      Dearborn Capital Management, LLC

              555
      West Jackson Boulevard, Suite 600 

              Chicago,
      Illinois 60661

              Facsimile:

            	
              GP5,
      LLC

               

              By:
      Dearborn Capital Management, LLC, its Manager

               

                    
                By:      
      /s/ David M.
      Kavanagh               
      

                Name: 
      David M. Kavanagh

                Its:       President

              

               

            
	
              Address:

              c/o
      Dearborn Capital Management, LLC

              555
      West Jackson Boulevard, Suite 600 

              Chicago,
      Illinois 60661

              Facsimile:

            	
              GP6,
      LLC

               

              By:
      Dearborn Capital Management, LLC, its Manager

               

                    
                By:      
      /s/ David M.
      Kavanagh               
      

                Name: 
      David M. Kavanagh

                Its:       President

              

               

            
	
              Address:

              c/o
      Dearborn Capital Management, LLC

              555
      West Jackson Boulevard, Suite 600 

              Chicago,
      Illinois 60661

              Facsimile:

            	
              GP7,
      LLC

               

              By:
      Dearborn Capital Management, LLC, its Manager

               

                    
                By:      
      /s/ David M.
      Kavanagh               
      

                Name: 
      David M. Kavanagh

                Its:       President

              

               

            
	
              Address:

              c/o
      Dearborn Capital Management, LLC

              555
      West Jackson Boulevard, Suite 600 

              Chicago,
      Illinois 60661

              Facsimile:

            	
              GP8,
      LLC

               

              By:
      Dearborn Capital Management, LLC, its Manager

               

                    
                By:      
      /s/ David M.
      Kavanagh               
      

                Name: 
      David M. Kavanagh

                Its:       President

              

               

            
	
              Address:

              c/o
      Dearborn Capital Management, LLC

              555
      West Jackson Boulevard, Suite 600 

              Chicago,
      Illinois 60661

              Facsimile:

            	
              GP9,
      LLC

               

              By:
      Dearborn Capital Management, LLC, its Manager

               

                    
                By:      
      /s/ David M.
      Kavanagh               
      

                Name: 
      David M. Kavanagh

                Its:       President

              

            


    

     

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

    
      	
              Address:

              c/o
      Dearborn Capital Management, LLC

              555
      West Jackson Boulevard, Suite 600 

              Chicago,
      Illinois 60661

              Facsimile:

            	
              GP10,
      LLC

               

              By:
      Dearborn Capital Management, LLC, its Manager

               

                    
                By:      
      /s/ David M.
      Kavanagh               
      

                Name: 
      David M. Kavanagh

                Its:       President

              

               

            
	
              Address:

              c/o
      Dearborn Capital Management, LLC

              555
      West Jackson Boulevard, Suite 600 

              Chicago,
      Illinois 60661

              Facsimile:

            	
              GP11,
      LLC

               

              By:
      Dearborn Capital Management, LLC, its Manager

               

                    
                By:      
      /s/ David M.
      Kavanagh               
      

                Name: 
      David M. Kavanagh

                Its:       President

              

            


    

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

    SCHEDULE
A

     

    The
Investment Fees allocable to the Class A Member (based on the amount of such
Member’s Class A Interest as of each Determination Date) shall be as described
in the prospectus of Grant Park Futures Fund Limited Partnership for
$200,000,000 Legacy 1 Class Units, $200,000,000 Legacy 2 Class Units,
$200,000,000 Global Alternative Markets 1 Class Units, $200,000,000 Global
Alternative Markets 2 Class Units and $350,000,000 Global Alternative Markets 3
Class Units, or as specifically determined at any time by Grant Park Futures
Fund Limited Partnership and the Manager, as General Partner of Grant
Park.

    


    Class B
Members will not be subject to Investment Fees.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    EXHIBIT A

     

    
    

    
      	
               ClASS A
      INTERESTS

            
	
              
                Member

              

            	
              
                Initial
      Capital Contributions

              

            
	 	 
	
              Grant
      Park Futures Fund Limited Partnership

            	
              $________

            
	 	 
	
              TOTAL

            	
              $________

            


    

     

    
      	
              CLASS B
INTERESTS

            


    

    
      	
              
                Member

              

            	
              
                Initial
      Capital Contributions

              

            
	
              GP1,
      LLC

            	
              $________

            
	 	 
	
              GP3,
      LLC

            	
              $________

            
	 	 
	
              GP4,
      LLC

            	
              $________

            
	 	 
	
              GP5,
      LLC

            	
              $________

            
	 	 
	
              GP6,
      LLC

            	
              $________

            
	 	 
	
              GP7,
      LLC

            	
              $________

            
	 	 
	
              GP8,
      LLC

            	
              $________

            
	 	 
	
              GP9,
      LLC

            	
              $________

            
	 	 
	
              GP10,
      LLC

            	
              $________

            
	 	 
	
              GP11,
      LLC

            	
              $________

            
	 	 
	
              TOTAL

            	
              $________

            


    

    


     

    
      
        
        

      

      
        A-1

        
          

        

      

      
        
        

      

    

    EXHIBIT
B

     

     

    Member’s
Assent

     

    The
undersigned hereby assents to the Limited Liability Company Agreement of
_______________, LLC, a Delaware limited liability company, dated as of
_________, _____, (as amended or restated from time to time, the “Agreement”), by and
among _______________, LLC and certain parties named therein, and hereby agrees
to become a “Member” to the Agreement and be bound by all of the applicable
terms and provisions thereof as fully as if the undersigned had been named as an
original party in the Agreement.

     

     

     

    
      	
              Executed
      as of ____________, 20__

            	 	 
      
	 
      	 	 
      
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	
              Print
      Name and Address:

            	 	
               

            
	 	 	 
	 	 	 
	 	 	
              [Transferee’s
      Signature]