Unassociated Document


     

    EXHIBIT
10.5


     

     

     

     

     

     

     

     

    _______________,
LLC

     

    LIMITED
LIABILITY COMPANY AGREEMENT

     

    _______________

     

     

     

     

     

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      TABLE
OF CONTENTS

    

     

     

     

    
      
        	 	 Page
	
                 
      ARTICLE 1        DEFINITIONS

              	
                1

              


      

    

     

    
      	
               
      

            	
              1.1

            	
              Definitions 

            	
              1

            


    

    
      	
               
      

            	
              1.2

            	
              Construction 

            	
              2

            


    

     

    
      	
               ARTICLE 2         ORGANIZATION

            	
              3

            


    

     

    
      	
               
      

            	
              2.1

            	
              Formation 

            	
              3

            


    

    
      	
               
      

            	
              2.2

            	
              Name 

            	
              3

            


    

    
      	
               
      

            	
              2.3

            	
              Purpose 

            	
              3

            


    

    
      	
               
      

            	
              2.4

            	
              Principal
      Place of Business 

            	
              3

            


    

    
      	
               
      

            	
              2.5

            	
              Duration 

            	
              3

            


    

    
      	
               
      

            	
              2.6

            	
              Filings;
      Agent for Service of Process 

            	
              3

            


    

    
      	
               
      

            	
              2.7

            	
              Mergers
      and Exchanges 

            	
              4

            


    

     

    
      	
               ARTICLE
      3         
      MEMBERSHIP

            	
              4

            


    

     

    
      	
               
      

            	
              3.1

            	
              Additional
      Members 

            	
              4

            


    

     

    
      	
               ARTICLE 4         
      TAX CLASSIFICATION AND DISTRIBUTIONS

            	
               4

            


    

     

    
      	
               
      

            	
              4.1

            	
              Classification
      of Company 

            	
              4

            


    

     

    
      	
              ARTICLE 5          
      RIGHTS AND DUTIES OF MANAGER

            	
              4

            


    

     

    
      	
               
      

            	
              5.1

            	
              Management 

            	
              4

            


    

    
      	
               
      

            	
              5.2

            	
              Action
      by Written Consent 

            	
              5

            


    

    
      	
               
      

            	
              5.3

            	
              Reimbursement 

            	
              5

            


    

    
      	
               
      

            	
              5.4

            	
              Indemnification 

            	
              5

            


    

    
      	
               
      

            	
              5.5

            	
              Expenses 

            	
              5

            


    

    
      	
               
      

            	
              5.6

            	
              Not
      Exclusive 

            	
              6

            


    

    
      	
               
      

            	
              5.7

            	
              Exculpation 

            	
              6

            


    

     

    
      	
              ARTICLE 6          
      SOLE MEMBER

            	
              6

            


    

     

    
      	
               
      

            	
              6.1

            	
              Sole
      Member’s Liability 

            	
              6

            


    

    
      	
               
      

            	
              6.2

            	
              No
      Personal Liability 

            	
              6

            


    

     

    
      	
              ARTICLE 7          
      BOOKS, RECORDS, REPORTS AND BANK ACCOUNTS

            	
               6

            


    

     

    
      	
               
      

            	
              7.1

            	
              Maintenance
      of Books 

            	
              6

            


    

    
      	
               
      

            	
              7.2

            	
              Accounts 

            	
              6

            


    

    
      	
               
      

            	
              7.3

            	
              Audit
      or Review 

            	
              6

            


    

     

    
      	
              ARTICLE 8          
      DISSOLUTION, LIQUIDATION AND TERMINATION

            	
              7

            


    

     

    
      	
               
      

            	
              8.1

            	
              Dissolution 

            	
              7

            


    

    
      	
               
      

            	
              8.2

            	
              Liquidation
      and Termination 

            	
              7

            


    

    
      	
               
      

            	
              8.3

            	
              Certificate
      of Cancellation 

            	
              7

            


    

     

    
      	
              ARTICLE 9          
      GENERAL PROVISIONS

            	
              8

            


    

     

    
      
        
        

      

      
        i

        
          

        

      

      
        
        

      

    

     

    TABLE OF
CONTENTS

    (continued)

     

     

     

    
      
        	 	 	 	 Page
	
                 
      

              	
                9.1

              	
                Offset 

              	
                8

              


      

    

    
      	
               
      

            	
              9.2

            	
              Notices 

            	
              8

            


    

    
      	
               
      

            	
              9.3

            	
              Binding
      Effect 

            	
              8

            


    

    
      	
               
      

            	
              9.4

            	
              Governing
      Law; Severability 

            	
              8

            


    

    
      	
               
      

            	
              9.5

            	
              Further
      Assurances 

            	
              8

            


    

    
      	
               
      

            	
              9.6

            	
              Waiver
      of Certain Rights 

            	
              8

            


    

    
      	
               
      

            	
              9.7

            	
              No
      Third Party Beneficiaries 

            	
              9

            


    

     

     

    
      
        
        

      

      
        ii

        
          

        

      

      
        
        

      

    

     

    
 

    _______________,
LLC

    LIMITED LIABILITY COMPANY
AGREEMENT

     

    THIS
LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”), dated as of
_______________, is made between _______________, LLC, a Delaware limited
liability company (the “Company”), and Grant Park Futures Fund Limited
Partnership, a Delaware limited partnership (the “Sole Member”), pursuant to
Section 18-101(7) of the Delaware Limited Liability Company Act, as amended
(the “Act”).

     

    ARTICLE 1


     

    DEFINITIONS

     

     

    1.1  Definitions.  As
used in this Agreement, the following terms have the following
meanings:

     

    “Act” has the meaning that term
is given in the introductory paragraph.

     

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

     

    “Bankrupt Member” means any
Member (a) that (i) makes a general assignment for the benefit of
creditors; (ii) files a voluntary bankruptcy petition; (iii) becomes
the subject of an order for relief or is declared insolvent in any federal or
state bankruptcy or insolvency proceedings; (iv) files a petition or answer
seeking for the Member a reorganization, arrangement, composition, readjustment,
liquidation, dissolution, or similar relief under any law; (v) files an
answer or other pleading admitting or failing to contest the material
allegations of a petition filed against the Member in a proceeding of the type
described in subclauses (i) through (iv) of this clause (a); or
(vi) seeks, consents to, or acquiesces in the appointment of a trustee,
receiver, or liquidator of all or any substantial part of the Member’s
properties; or (b) against whom a proceeding seeking reorganization,
arrangement, composition, readjustment, liquidation, dissolution, or similar
relief under any law has been commenced and 120 days have expired without
dismissal thereof or with respect to which, without the Member’s consent or
acquiescence, a trustee, receiver, or liquidator of the Member or of all or any
substantial part of the Member’s properties has been appointed and 90 days
have expired without the appointment’s having been vacated or stayed, or
90 days have expired after the date of expiration of a stay, if the
appointment has not previously been vacated.

     

    “Business Day” means any day
other than a Saturday, a Sunday, or a holiday on which the banks in the State of
Illinois are closed.

     

    “Certificate” has the meaning
given that term in Paragraph 2.1.

     

    “Code” means the Internal
Revenue Code of 1986, as amended.

     

    “Company” has the meaning given
that term in the preamble.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “Company Property” or “Property” means all real and
personal property acquired by the Company and any improvements thereto, and
shall include both tangible and intangible property.

     

    “Dispose,” “Disposing,” or “Disposition” means a sale,
assignment, transfer, exchange, mortgage, pledge, grant of a security interest,
withdrawal or other disposition or encumbrance (including, without limitation,
by operation of law), or the acts thereof.

     

    “Fiscal Year” means the period
of January 1 through December 31 of each calendar year or such other
period as the Managers may from time to time determine.

     

    “GCL” means the Delaware
General Corporation Law, as amended, and any successor statute.

     

    “Managers” means the Person or
Persons selected as the manager(s) of the Company pursuant to
Paragraph 5.1, but does not include any Person who has ceased to be a
Manager.

     

    “Member” means any Person
executing this Agreement as of the date of this Agreement as a Member or
hereafter admitted to the Company as a Member as provided in this Agreement, but
does not include any Person who has ceased to be a Member in the
Company.

     

    “Membership Interest” or “Interest” means the interest
of a Member in the Company including, without limitation, rights to
distributions (liquidating or otherwise), allocations, information, payments and
to consent or approve certain actions as provided herein.

     

    “Percentage Interest” means
with regard to a Member the percentage set forth for that Member in Exhibit A.

     

    “Person” means any individual,
corporation, trust, partnership, joint venture, limited liability company or
other entity.

     

    “Proceeding” means any action,
suit or proceeding, whether civil, criminal, administrative, arbitrative or
investigative, or any inquiry or investigation that could lead to any of the
foregoing.

     

    “Sole Member” has the meaning
that term is given in the introductory paragraph.

     

    “Treasury Regulations,” “Treas. Reg.” or “Reg.” means the final or
temporary income tax regulations promulgated under the Code, as amended from
time to time (including corresponding provisions of succeeding
regulations).

     

    Other
terms defined herein have the meanings so given them.

     

    1.2  Construction.  Whenever
the context requires, the gender of all words used in this Agreement includes
the masculine, feminine, and neuter.  All references to Articles and
Paragraphs refer to articles and paragraphs of this Agreement, and all
references to Exhibits are to Exhibits attached hereto, each of which is made a
part hereof for all purposes.

     

    
      
        
        

      

      
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    ARTICLE 2

     

    ORGANIZATION

     

     

    2.1  Formation.

     

    (a) The
Company was organized as a Delaware limited liability company by the filing of
the Certificate of Formation (“Certificate”) under and pursuant to the Act on
_______________.

     

    (b) The Sole
Member hereby elects to have the Company and this Agreement governed by the
Act.

     

    2.2  Name.  The
name of the Company, and the name under which business of the Company shall be
conducted, is “_______________, LLC”  The Company shall hold all of
its property in the name of the Company and not in the name of a
Member.

     

    2.3  Purpose.  The
purpose and business of the Company shall be to transact any or all lawful
business for which limited liability companies may be organized under the
Act.

     

    2.4  Principal Place of
Business.  The principal place of business of the Company shall
be at 555 West Jackson Boulevard, Suite 600, Chicago, Illinois 60661 or such
other location as may be designated by the Managers from time to
time.

     

    2.5  Duration.  The
duration of the Company commenced on the date on which the Certificate was filed
in the office of 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 8 hereof.

     

    2.6  Filings; Agent for Service
of Process.

     

    (a) The
Certificate has been or shall be filed in the office of the Delaware Secretary
of State in accordance with the provisions of the Act.  The Managers
shall take any and all other actions reasonably necessary to perfect and
maintain the status of the Company under the Act or the applicable laws of the
State of Delaware.  The Sole Member shall cause amendments to the
Certificate to be filed whenever required by the Act.  Such
Certificate and amendments thereto shall be executed by the Sole
Member.

     

    (b) The
Managers 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 and Jennifer Durham King
and such other persons as may be designated from time to time by the Managers
are hereby designated as authorized persons, within the meaning of the Act, to
execute, deliver and file any amendments or restatements of the Certificate 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.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

     

    (c) The
registered agent for service of process on the Company in the State of Delaware,
and the address of such registered agent, shall be National Corporate Research,
Ltd. at 615 South DuPont Hwy, Dover, Delaware, 19901, County of
Kent.  The Managers may change the registered agent and appoint
successor registered agents.

     

    (d) Upon the
dissolution of the Company, the Managers shall promptly execute and cause to be
filed a Certification of Cancellation in accordance with the Act and the laws of
any other states or jurisdictions in which the Company has registered to
transact business or otherwise filed a Certificate.

     

    2.7  Mergers and
Exchanges.  The Company may be a party to any recapitalization,
acquisition, restructuring or merger in accordance with and as allowed by the
Act or the GCL.

     

    ARTICLE 3

     

    MEMBERSHIP

     

     

    3.1  Additional
Members.  Additional Persons may be admitted to the Company as
Members and Membership Interests may be created and issued to those Persons and
to existing Members on such terms and conditions as the Managers may determine
at the time of admission.  In the case of an additional Person being
admitted as a Member such that the Sole Member is no longer the only Member of
the Company, this Agreement shall be amended and restated as further set forth
in Article 4 hereof.

     

     

    ARTICLE 4

     

    TAX
CLASSIFICATION AND DISTRIBUTIONS

     

     

    4.1  Classification of
Company.  Solely for federal, state and local tax purposes and
as long as the Sole Member remains the only Member of the Company, the Company
shall be disregarded as an entity separate from its owner as contemplated in
Treas. Reg. Section 301.7701-2, and all items of income, gain, loss,
deduction and credits of the Company shall be items of income, gain, loss,
deduction and credits to the Sole Member and reflected as such on the Sole
Member’s income tax returns.  In the event the Sole Member is no
longer the only Member of the Company by reason of the application of
Paragraph 3.1 or otherwise, the Company shall, at such time the Sole Member
ceases to be the only Member of the Company, be converted to a partnership for
federal, state and local tax purposes and the Sole Member shall amend and
restate this Agreement in a manner consistent therewith.  Except as
prohibited by the Act, the Company may make distributions of cash or other
Property to the Members in accordance with their Percentage Interests, in
amounts and at such times as determined by the Managers in their sole
discretion.

     

     

    ARTICLE 5

     

    RIGHTS
AND DUTIES OF MANAGER

     

     

    5.1  Management.  The
business and affairs of the Company shall be managed by the managers, who shall
be “managers” of the Company for all purposes under the Act (the “Manager” or if there
is more than one (1) Manager, the “Managers”).  The
Manager shall initially be Dearborn Capital Management, LLC.  The
Managers shall hold office until their successors shall have been elected and
qualified.  Managers shall be elected and removed by the affirmative
vote of Grant Park Futures Fund Limited Partnership.  Managers need
not be Members of the Company.  In addition, the Managers may appoint
one or more officers who shall have and may exercise all the powers and
authority of the Managers in the management of the business, property and
affairs of the Company to the extent determined from time to time by the
Managers.  Unless authorized to do so by this Agreement or by the
Managers of the Company, no attorney-in-fact, officer, 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 Managers to act as an agent of the Company in
accordance with the previous sentence.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

     

    5.2  Action by Written
Consent.  Any action required or permitted to be taken at any
meeting of the Managers may be taken without a meeting by a Managers’ written
consent thereto in writing executed by all of the Managers.  All
written consents or other such writings shall be filed with the records of the
meetings of the Managers.  Such consent shall be treated for all
purposes as the act of the Managers.

     

    5.3  Reimbursement.  The
Company shall reimburse the Managers for payments made and indemnify the
Managers for liabilities incurred by the Managers in the ordinary course of the
business of the Company or for the preservation of the business or property of
the Company. 

     

    5.4  Indemnification.  The
Company shall indemnify, in accordance with and to the full extent now or
hereafter permitted by law, any Person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (including,
without limitation, an action by or in the right of the Company) by reason of
the fact that such Person is or was a Manager, member or an officer of the
Company, against any liabilities, expenses (including, without limitation,
attorneys’ fees and expenses and any other costs and expenses incurred in
connection with defending such action, suit or proceeding), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such Person in
connection with such action, suit or proceeding if such Person acted in good
faith and in a manner it reasonably believed to be in or not opposed to the best
interests of the Company, and, with respect to any criminal act or proceeding,
had no reasonable cause to believe his conduct was unlawful.  The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption (a) that the Person did not act in good faith
and in a manner which it reasonably believed to be in or not opposed to the best
interests of the Company, or (b) with respect to any criminal action or
proceeding, that the Person had reasonable cause to believe that his conduct was
unlawful.

     

    5.5  Expenses.  Expenses
(including, without limitation, attorneys’ fees and expenses) incurred by any
Manager or Member or an officer of the Company 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 Paragraph 5.5 or under any other
contract or agreement between such Person and the Company.  Such
expenses incurred by such Person may be so paid upon the receipt of the
aforesaid undertaking.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

     

    5.6  Not
Exclusive.  The indemnification and advancement of expenses
provided by this Article 5 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 official capacity and as to action in another capacity while holding
such office, and shall continue as to a Person who has ceased to be a Manager,
Member or officer and shall inure to the benefit of the successors, assigns,
heirs, executors and administrators of such Person.

     

    5.7  Exculpation.  Notwithstanding
anything to the contrary set forth in this Agreement, none of the Managers or
Members shall be liable to the Company for monetary damages for any losses,
claims, damages or liabilities arising from any act or omission of such Person
connection with this Agreement or the Company’s business or
affairs.

     

     

    ARTICLE 6


     

    SOLE
MEMBER

     

     

    6.1  Sole Member’s
Liability.  The Sole Member is not liable for any debt,
obligation, or liability of the Company solely by reason of being or acting as
the Sole Member of the Company.

     

    6.2  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.

     

     

    ARTICLE 7

     

    BOOKS,
RECORDS, REPORTS AND BANK ACCOUNTS

     

     

    7.1  Maintenance of
Books.  At the expense of the Company, the Managers shall
maintain records and accounts of the operations and expenditures of the Company
as is customary and usual for a business of the type engaged in by the
Company.

     

    7.2  Accounts.  The
Managers shall establish and maintain one or more separate bank and investment
accounts and arrangements for Company funds in the Company name with financial
institutions and firms that the Managers determine.

     

    7.3  Audit or
Review.  The Managers may select public accountants with
expertise in the Company’s business to audit or review the books and records of
the Company.

     

    
      
        
        

      

      
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    ARTICLE 8

     

    DISSOLUTION,
LIQUIDATION AND TERMINATION

     

     

    8.1  Dissolution.  The
Company shall dissolve and its affairs shall be wound up on the first to occur
of the following:

     

    (a) a vote of
the Sole Member to dissolve and wind up the affairs of the Company;

     

    (b) the sale
or other disposition by the Company of all or substantially all of the Company
Property and the collection of all amounts derived from any such sale or other
disposition, including all amounts payable to the Company under any promissory
notes or other evidences of indebtedness taken by the Company and the
satisfaction of contingent liabilities of the Company in connection with such
sale or other disposition (unless the Members shall elect to distribute such
indebtedness to the Members in liquidation);

     

    (c) upon the
Sole Member becoming a Bankrupt Member, or upon the occurrence of any event
which terminates the continued membership of the Sole Member in the Company (a
“Withdrawal Event”), unless the business of the Company is continued by the
consent of all of the remaining Members, if any, within ninety (90) days after
the Withdrawal Event; or

     

    (d) judicial
dissolution under Section 18-802 of the Act.

     

    8.2  Liquidation and
Termination.  On dissolution of the Company, the Managers shall
act as liquidator.  The Managers shall proceed diligently to wind up
the affairs of the Company and make final distributions as provided herein and
in the Act.  The costs of liquidation shall be treated as a Company
expense.  Until final distribution, the Managers shall continue to
operate the Company’s business.  The steps to be accomplished by the
liquidator are as follows:

     

    (a) the
liquidator shall pay, satisfy or discharge from Company Property all of the
debts, liabilities and obligations of the Company to its creditors, including
the Sole Member to the extent the Sole Member is a creditor.  Any
surplus must be applied to pay in money the net amount distributable to the Sole
Member in accordance with its right to distributions under
Paragraph 8.2(b); and

     

    (b) the Sole
Member is entitled to a distribution upon the winding up of the Company’s
business, consisting of a return of all contributions that have not previously
been returned and a distribution of any remainder.

     

    8.3  Certificate of
Cancellation.  When all debts, liabilities and obligations of
the Company have been paid and discharged or adequate provisions have been made
thereto 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.

     

    
      
        
        

      

      
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    ARTICLE 9

     

    GENERAL
PROVISIONS

     

     

    9.1  Offset.  Whenever
the Company is to pay any sum to the Sole Member, any amounts that the Sole
Member owes to the Company may be deducted from such sum before
payment.

     

    9.2  Notices.  Except
as expressly set forth to the contrary in this Agreement, all notices, requests
or consents provided for or permitted to be given under this Agreement must be
in writing and must be given either by depositing such writing in the United
States mail, addressed to the recipient, postage paid, and registered or
certified with return receipt requested or by delivering such writing to the
recipient in Person, by courier, or by facsimile transmission; and a notice,
request, or consent given under this Agreement is effective on receipt by the
Person to receive it.  All notices, requests and consents to be sent
to the Sole Member must be sent to or made at the address of the Sole Member in
the Company’s records or such other address as the Sole Member may specify by
notice to the Company.  Any notice, request or consent to the Company
must be given at the address that constitutes the Company’s principal place of
business in Paragraph 2.4 hereof. Whenever any notice is required to be given by
law, the Certificate or this Agreement, a written waiver thereof, signed by the
Person entitled to notice, whether before or after the time for such notice,
shall be deemed equivalent to the giving of such notice.

     

    9.3  Binding
Effect.  This Agreement is binding on and inures to the benefit
of the Sole Member, the Company and their respective successors and
assigns.

     

    9.4  Governing Law;
Severability.  THIS AGREEMENT IS GOVERNED BY AND SHALL BE
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, 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.  In the event of a direct conflict between the
provisions of this Agreement and (a) any provision of the Certificate, or
(b) any mandatory provision of the Act or the GCL (to the extent such
statute is incorporated into the Act), the applicable provision of the
Certificate, the Act, the GCL or any other applicable Delaware law shall
control.  If any provision of this Agreement or the application
thereof to any Person or circumstance is held invalid or unenforceable to any
extent, the remainder of this Agreement and the application of that provision to
other Persons or circumstances is not affected thereby and such provision shall
be enforced to the greatest extent permitted by law.

     

    9.5  Further
Assurances.  In connection with this Agreement and the
transactions contemplated hereby, the Sole Member shall execute and deliver any
additional documents and instruments and perform any additional acts that may be
necessary or appropriate to effectuate and perform the provisions of this
Agreement and those transactions.

     

    9.6  Waiver of Certain
Rights.  The Sole Member irrevocably waives any right it may
have to maintain any action for partition of the Property of the
Company.

     

    
      
        
        

      

      
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    9.7  No Third Party
Beneficiaries.  Neither this Agreement nor any provision
hereof, nor any Exhibit hereto or document executed or delivered herewith, shall
create any right in favor of or impose any obligation upon any Person or entity
other than the Sole Member, the Managers, the Company and their respective
successors and assigns.

     

    [SIGNATURE
PAGE FOLLOWS]

     

     

    
      
        
        

      

      
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    Sole
Member Limited Liability Company Agreement Signature Page

     

    IN
WITNESS WHEREOF, the undersigned have executed this Limited Liability Company
Agreement as of the date first set forth above.

     

    
      	 
      	
              SOLE
      MEMBER:

               

              Grant
      Park Futures Fund Limited Partnership

               

              By:
      _________________________________                                                             

              (Authorized
      Signature)

            
	 
      	
               

              COMPANY:

               

               

              _______________,
      LLC

              By:
      Dearborn Capital Management, LLC, its Manager

               

               

              By:
      _________________________________                                                             

              
                (Authorized
      Signature)

              

            


    

     

     

     

    
      
        
        

      

      
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    EXHIBIT
A

     

    Sole
Member

     

     

    
      	
              NAME
      OF

              SOLE MEMBER

            	
              MEMBER

              CAPITAL

            	
              PERCENTAGE
      INTERESTS

            
	
              Grant
      Park Futures Fund Limited Partnership

            	
              $
      ___________

            	
              100%

            


    

    


     

    
 

    
      
        
        

      

      
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