efc9-0945_emailed41.htm


    
       

      
         


        
        

      

      
         


        
          EXHIBIT
4.1

        

      

    


    
      	
              THE
      UNITS HAVE BEEN PRIVATELY OFFERED AND CANNOT BE 

              TRANSFERRED
      WITHOUT THE CONSENT OF THE MANAGER AND 

              COMPLIANCE
      WITH APPLICABLE SECURITIES

              LAW
      EXEMPTIONS.

            


    

     

    ALPHAMETRIX
MANAGED FUTURES III LLC

     

     

    LIMITED
LIABILITY COMPANY AGREEMENT

     

     

    (Providing
for Individual Series of Units of Limited Liability Company
Interest)

     

     

    Dated
as of October 26, 2009

     

    


     

    _______________________

     

    THESE
ARE SPECULATIVE SECURITIES.

    _______________________

     

     

    ALPHAMETRIX,
LLC

     

     

    Sponsor

     

    ALPHAMETRIX
MANAGED FUTURES III LLC (THE “PLATFORM”) WILL ISSUE SEPARATE AND DISTINCT SERIES
(“SERIES”) OF UNITS OF LIMITED LIABILITY COMPANY INTEREST
(“UNITS”).  PURSUANT TO SECTION 18-215 OF THE DELAWARE LIMITED
LIABILITY COMPANY ACT (THE “ACT”), THE DEBTS, LIABILITIES, OBLIGATIONS AND
EXPENSES INCURRED, CONTRACTED FOR OR OTHERWISE EXISTING WITH RESPECT TO A
PARTICULAR SERIES OF UNITS SHALL BE ENFORCEABLE AGAINST THE ASSETS OF SUCH
SERIES ONLY, AND NOT AGAINST THE ASSETS OF THE PLATFORM GENERALLY OR OF ANY
OTHER SERIES, AND NONE OF THE DEBTS, LIABILITIES, OBLIGATIONS OR EXPENSES
INCURRED, CONTRACTED FOR OR OTHERWISE EXISTING WITH RESPECT TO THE PLATFORM
GENERALLY SHALL BE ENFORCEABLE AGAINST THE ASSETS OF ANY SERIES, EXCEPT TO THE
EXTENT EXPRESSLY PROVIDED HEREIN.

     

    ONLY
U.S. INVESTORS WHICH ARE “ACCREDITED INVESTORS” ARE ELIGIBLE TO INVEST IN THE
PLATFORM.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    ALPHAMETRIX
MANAGED FUTURES III LLC

    


    LIMITED
LIABILITY COMPANY AGREEMENT

    (Providing
for Individual Series of Units of Limited Liability Company
Interest)

     

    


     

     

    TABLE
OF CONTENTS

     

    
      
        	
                Section

              	
                Page

              


      

       

    

    
      
        	
                ARTICLE
      I ORGANIZATION

                 

              	
                1

              
	
                Section
      1.1

              	
                Defined
      Terms; Name; Manager.

              	
                1

              
	
                Section
      1.2

              	
                Series
      of Units.

              	
                1

              
	
                Section
      1.3

              	
                Purposes.

              	
                3

              
	
                Section
      1.4

              	
                Principal
      Office; Registered Office; Registered Agent.

              	
                3

              
	
                Section
      1.5

              	
                Term.

              	
                3

              
	
                Section
      1.6

              	
                Members.

              	
                3

              
	
                Section
      1.7

              	
                Definitions.

              	
                4

              
	
                Section
      1.8

              	
                Rules
      of Interpretation.

              	
                9

              
	
                 

                ARTICLE
      II MANAGEMENT

                 

              	
                10

              
	
                Section
      2.1

              	
                Authority
      of the Sponsor.

              	
                10

              
	
                Section
      2.2

              	
                Sponsor’s
      Determinations.

              	
                11

              
	
                Section
      2.3

              	
                Brokerage
      and Interest Income Arrangements.

              	
                12

              
	
                Section
      2.4

              	
                Other
      Activities.

              	
                12

              
	
                Section
      2.5

              	
                Permitted
      Transactions.

              	
                12

              
	
                Section
      2.6

              	
                Sponsor
      Parties’ Standard of Liability and Indemnity.

              	
                13

              
	
                Section
      2.7

              	
                Trading
      Advisors’ Standard of Liability and Indemnification.

              	
                14

              
	
                Section
      2.8

              	
                Capital
      Contributions and Redemptions by the Sponsor; Withdrawal and Substitution
      of the Sponsor; Mergers or Acquisitions.

              	
                15

              
	
                Section
      2.9

              	
                Sponsor’s
      Fees.

              	
                15

              
	
                Section
      2.10

              	
                Service
      Provider Fees.

              	
                16

              
	
                 

                ARTICLE
      III CAPITAL ACCOUNTS; UNITS; FINANCIAL AND TAX ALLOCATIONS

              	
                16

              
	
                 

                Section
      3.1

              	
                 

                Admission
      of Additional Members; Capital Contributions.

              	
                16

              
	
                Section
      3.2

              	
                Limited
      Liability of Members.

              	
                17

              
	
                Section
      3.3

              	
                Capital
      Accounts and General Financial Allocations.

              	
                18

              
	
                Section
      3.4

              	
                Allocation
      Principles Regarding the Series.

              	
                18

              
	
                Section
      3.5

              	
                Tax
      Allocations.

              	
                19

              
	
                Section
      3.6

              	
                Consistent
      Tax Reporting.

              	
                20

              
	
                Section
      3.7

              	
                “Tax
      Matters Partner.”

              	
                20

              
	
                Section
      3.8

              	
                Determination
      of Net Asset Value.

              	
                21

              
	
                Section
      3.9

              	
                Use
      of Estimates and Trading Advisor Estimates.

              	
                22

              


         

         

         

        
          
            
            

          

          
            -i-

            
              

            

          

          
            
            

          

        

         

        TABLE OF CONTENTS

        (cont.)

         

        
          
            
              	
                      Section

                    	
                      Page

                    


            

             

          

        

        	
                Section
      3.10

              	
                Prior
      Period Adjustments.

              	
                22

              
	
                Section
      3.11

              	
                Reserves.

              	
                23

              
	
                Section
      3.12

              	
                Manner
      of Effecting Non-Pro Rata
      Allocations.

              	
                24

              
	
                 

                ARTICLE
      IV REDEMPTIONS AND EXCHANGES

              	
                24

              
	
                 

                Section
      4.1

              	
                 

                Redemptions.

              	
                24

              
	
                Section
      4.2

              	
                Distributions.

              	
                25

              
	
                Section
      4.3

              	
                Transfers.

              	
                25

              
	
                Section
      4.4

              	
                Effective
      Date of Redemptions and Distributions.

              	
                25

              
	
                Section
      4.5

              	
                Payment
      of Redemption and Distribution Proceeds.

              	
                25

              
	
                Section
      4.6

              	
                Exchanges

              	
                26

              
	
                 

                ARTICLE
      V DISSOLUTION; REMOVAL OF SPONSOR

              	
                27

              
	
                 

                Section
      5.1

              	
                 

                Dissolution.

              	
                27

              
	
                Section
      5.2

              	
                Payment
      of Dissolution Proceeds.

              	
                29

              
	
                Section
      5.3

              	
                Removal
      of the Sponsor.

              	
                29

              
	
                 

                ARTICLE
      VI PLATFORM EXPENSES

              	
                29

              
	
                 

                Section
      6.1

              	
                 

                Platform
      Expenses.

              	
                29

              
	
                 

                ARTICLE
      VII BOOKS OF ACCOUNT; REPORTS

              	
                30

              
	
                 

                Section
      7.1

              	
                 

                Books
      of Account.

              	
                30

              
	
                Section
      7.2

              	
                Reports.

              	
                30

              
	
                 

                ARTICLE
      VIII MISCELLANEOUS

              	
                31

              
	
                 

                Section
      8.1

              	
                 

                Binding
      Effect; Creditors.

              	
                31

              
	
                Section
      8.2

              	
                Notices;
      Consents.

              	
                31

              
	
                Section
      8.3

              	
                Counterparts;
      Facsimiles; Power of Attorney.

              	
                32

              
	
                Section
      8.4

              	
                Entire
      Agreement.

              	
                32

              
	
                Section
      8.5

              	
                Amendment.

              	
                33

              
	
                Section
      8.6

              	
                Consent
      of the Members.

              	
                33

              
	
                Section
      8.7

              	
                Waivers.

              	
                34

              
	
                Section
      8.8

              	
                No
      Partition.

              	
                34

              
	
                Section
      8.9

              	
                Meetings.

              	
                34

              
	
                Section
      8.10

              	
                Power
      of Attorney.

              	
                35

              
	
                Section
      8.11

              	
                Voting
      Rights.

              	
                35

              
	
                Section
      8.12

              	
                Voluntary
      Limitation on a Member’s Series Percentage.

              	
                36

              
	
                Section
      8.13

              	
                Further
      Information and Documents.

              	
                36

              
	
                Section
      8.14

              	
                GOVERNING
      LAW; DISPUTE RESOLUTION.

              	
                36

              
	
                Section
      8.15

              	
                Matters
      Not Provided For; Compliance with Law.

              	
                38

              


         

        
          
            
            

          

          
            -ii-

            
              

            

          

          
            
            

          

        

         

        
          TABLE OF CONTENTS

          (cont.)

           

          
            
              
                	
                        Section

                      	
                        Page

                      


              

               

            

          

        

        	
                Section
      8.16

              	
                Severability.

              	
                39

              
	
                Section
      8.17

              	
                Indirect
      Action.

              	
                39

              
	
                Section
      8.18

              	
                Survival.

              	
                39

              
	
                Section
      8.19

              	
                Confidentiality;
      Tax Confidentiality.

              	
                39

              
	
                Section
      8.20

              	
                No
      Waiver of Federal or State Securities Law Claims.

              	
                40

              
	
                Section
      8.21

              	
                Investment
      in Accordance with Law.

              	
                41

              


      

      


      
        
          
          

        

        
          -iii-

          
            

          

        

        
          
          

        

      

    


    LIMITED
LIABILITY COMPANY AGREEMENT

     

    OF

     

    ALPHAMETRIX
MANAGED FUTURES III LLC

     

    Limited
Liability Company Agreement (“Agreement”) dated as
of October 26, 2009, of AlphaMetrix Managed Futures III LLC (the “Platform”):

     

     

    ARTICLE
I

     

    ORGANIZATION

     

    Section
1.1  Defined Terms; Name;
Manager.

     

    (a) Defined
terms are used with the meanings set forth in Section 1.7.

     

    (b) The
Platform shall do business under the name of “AlphaMetrix Managed Futures III
LLC.”

     

    (c) AlphaMetrix,
LLC shall act as the manager of the Platform within the meaning of Section
18-401 of the Act.

     

    (d) The
Sponsor may change the name of the Platform from time to time, promptly
notifying the Members of any such change.

     

    Section
1.2 Series of
Units.

     

    (a)       (i)  As
contemplated by Section 18-215(b) of the Act, the Platform shall establish
separate Series, each of which shall invest substantially all of its capital,
directly or indirectly, in: (i) in the case of a single advisor Series, a
Trading Fund engaged directly or indirectly in Futures Interest trading, (ii) a
Trading Fund that is an already existing fund; or (iii) in the case of a
multi-advisor Series, one or more funds engaged directly or indirectly in
Futures Interest trading.

     

    (ii)
 Each
Trading Fund shall be a separate legal entity, owned by a different Series
(unless an already existing fund), managed by a Trading Advisor and trading
through its individual trading accounts.

     

    (iii)
 In
addition to the fact that each Trading Fund will be a separate legal entity, not
liable for the obligations of any other Trading Fund, no Series shall be liable
for the debts or obligations of any other Series or for the debts or obligations
of the Platform as a whole (except as provided herein).

     

    (iv)  Each
Series, other than a multi-advisor Series, shall trade exclusively through its
Trading Fund, and the capital of the Trading Funds will in no event be
commingled.

     

     

     

    
      
        
        

      

      
        -1-

        
          

        

      

      
        
        

      

    

     

    (v)  Each
Series shall produce a separate Schedule K-1 (or other relevant tax schedule)
for the Members participating in such Series with respect to each Fiscal
Year.  For federal income tax purposes, each Series shall be treated
as a separate business entity and shall be accounted for as if it were a
separate partnership.

     

    (b)          
(i)    The
terms of each Series shall be as set forth in this Agreement, and the
distinguishing terms of each Series shall be as set forth in the Separate Series
Agreement, substantially in the form of Exhibit A attached hereto (with such
changes therein as the Sponsor may determine).  A different Series
shall be established for each Trading Fund in which Members can invest through
the Platform.

     

    (ii) For all
purposes of the Act, this Agreement, together with each Separate Series
Agreement, constitutes the “limited liability company agreement” of the Platform
within the meaning of the Act.

     

    (iii) A
Separate Series Agreement or counterpart signature page thereto shall be
executed by or on behalf of the Platform by the Sponsor at the time that each
Series is issued.  The terms and provisions of a Separate Series
Agreement may have the effect of altering, supplementing or amending the terms
and provisions hereof with respect to the Series created thereby, without
compliance with the amendment provisions of Section 8.5 or the consent
requirements of Section
8.6, provided that no such Separate Series Agreement may materially
adversely affect any outstanding Series.

     

    (c) Each of
the Series shall operate to the extent practicable, as if it were a separate
limited liability company.  Accordingly, references to the Platform
herein shall, unless and only to the extent the context otherwise requires, be
interpreted to refer to each individual Series severally.

     

    (d) Each
Series shall bear all or certain expenses of its operations as described in the
Memorandum.  Any operating expenses that the Sponsor determines to be
attributable to the Platform as a whole shall be allocated among the different
Series pro rata in
accordance with the Net Asset Value of each Series at the time such expenses are
accrued or paid.  The organizational costs of the Platform shall be
advanced by the Sponsor and billed to the Platform and allocated among the
Series when and as the Sponsor may determine.

     

    (e) No Member
shall be personally liable for the debts of any Series beyond the amount
contributed by such Member to the capital of such
Series.  Furthermore, under the Act, no Member of the Platform shall
be obligated personally for any debt, obligation or liability of the Platform
solely by reason of being a Member; provided however, that a Member will be
liable for acts or events not engaged in solely by reason of being or acting as
a Member.

     

    (f) The
Sponsor may establish and designate multiple classes or sub-series of limited
liability company interests (“Interests”) within any Series that may differ in
terms of (including, without limitation) permitted subscription dates,
redemption dates, redemption notice periods, minimum aggregate subscription
amounts, investor eligibility requirements, legal restrictions and in other
respects.  The terms with respect to each such class or sub-series
shall be as provided in the confidential disclosure document for such
Series.  The fact that, for purposes of convenience, 

     

     

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

     

     

    Interests
issued by a Series shall be designated as being Interests of different “classes”
shall in no respect imply that these Interests constitute different classes of
equity interests as opposed to simply being subject to different fees and/or
liquidity terms.

     

    Section
1.3 Purposes.

     

    (a) The
Platform shall permit the several Members to select the Series or combinations
of Series in which to invest and to Exchange Units of the different
Series.

     

    (b)   (i)  The
Sponsor shall have no investment discretion over any capital invested in the
Platform or, through the Platform, in the Trading Fund.  However, each
Member will have sole investment discretion, subject to the restrictions set
forth herein, over the Series (and Trading Funds) in which such Member
invests.

     

    (ii) The
Sponsor shall select the Series (and Trading Funds) to be made available through
the Platform, and will monitor such Series (and Trading Funds), as described in
the Memorandum.

     

    (iii) The
interest income earned on the capital of each Trading Fund will be paid by the
Clearing Broker to the Trading Fund’s commodity brokerage
account.  Any Reserve Assets held by a Series will be invested by the
Sponsor in bank accounts or short-term U.S. government securities.

     

    (iv)  The
Sponsor is currently registered as an “investment adviser” under the Advisers
Act, but is not providing investment advice to any Series.

     

    Section
1.4 Principal Office; Registered
Office; Registered Agent.

     

    The
principal office of the Platform shall be at 181 West Madison, 34th
Floor, Chicago, Illinois 60602 or at any other location as the Sponsor may
designate.  The registered office of the Platform shall be at such
location, and its registered agent for service of process shall be such entity,
as is set forth in the Certificate of Formation.  The Sponsor may
change the principal office, the registered office and/or the registered agent
of the Platform from time to time, promptly notifying the Members of any such
change.

     

    Section
1.5 Term.

     

    The term
of the Platform shall continue until the Platform is dissolved and wound up as
provided in Section
5.1.

     

    Section
1.6 Members.

     

    The
Members (other than the Sponsor, as applicable), in their capacity as such,
shall have only the powers specifically enumerated in this Agreement — which,
for the avoidance of doubt, shall include each Member’s selecting the Series or
combination of Series in which such Member shall invest from time to time — and
shall have no control over the business or operations of the Platform, and no
power to bind the Platform.

     

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

     

     

    Section
1.7 Definitions.

     

    For the
purposes of this Agreement, the following terms — and, as appropriate,
derivatives of such terms — shall have the meanings set forth below, unless
and only to the extent that the context otherwise requires:

     

    “Accounting Date”
shall mean: (a) the last day of a calendar month; (b) an Effective Date; (c) the
day on which a Series dissolves pursuant to Article V; (d) the day as
of which a Series’ final liquidating Distribution is made following such Series’
dissolution; and (e) any other day which the Sponsor may designate; provided,
that in the case of each Series, the Accounting Dates for such Series shall
correspond to the Accounting Dates of the Trading Fund in which such Series
invests, directly or indirectly,  substantially all of its
capital.

     

    “Accounting Period”
shall mean the period beginning immediately after an Accounting Date and ending
as of the next Accounting Date.

     

    “Act” shall mean the
Delaware Limited Liability Company Act.

     

    “Administrator” shall
be the party determined by the Sponsor in accordance with this
Agreement.  The Sponsor reserves the right to change the Administrator
at any time to any other entity, including to Affiliates of the Sponsor, and the
Administrator itself may merge with or acquire other administrative services
businesses while continuing to act in such capacity for the
Platform.

     

    “Advisers Act” shall
mean the Investment Advisers Act of 1940.

     

    “Affiliate” of a
Person shall mean a Person controlling, controlled by or under common control
with, that Person, either directly or indirectly through one or more
intermediaries; provided, that Sponsor clients shall not be deemed to constitute
Affiliates of the Sponsor or any Sponsor Party solely by virtue of the fact that
they are Sponsor clients.

     

    “Agreement” shall mean
this Limited Liability Company Agreement.

     

    “Bankruptcy” shall
mean, with respect to any Person, an adjudication that such Person is bankrupt
or insolvent, such Person’s admission of its inability to pay its debts as they
mature, such Person’s making a general assignment for the benefit of creditors,
such Person’s filing a petition in bankruptcy or a petition for relief under any
section of the United States Bankruptcy Code or any other bankruptcy or
insolvency statute, or the filing against such Person of any such petition which
is not discharged within 60 days thereafter.

     

    “Capital Account”
shall mean the capital account established for each Unit maintained on the books
of the Platform in accordance with this Agreement.

     

    “Capital Contribution”
shall mean the amount contributed to the Platform and a given Series, net of any
costs or charges imposed on such Capital Contribution, as set forth in the books
and records of the Platform.

     

     

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

     

     

    “Certificate of
Formation” shall mean the Certificate of Formation of the Platform or of
any Intermediate Fund or Trading Fund, as the case may be, as filed with the
Secretary of State of the State of Delaware or such other governmental entity as
required and as amended from time to time.

     

    “Clearing Broker”
shall mean any Person as may be selected by the Sponsor to act as the clearing
broker for any of the Trading Funds.

     

    “Code” shall mean the
Internal Revenue Code of 1986.

     

    “Distribution” shall
mean cash and/or Futures Interests distributed to one or more Members from the
separate Series by the Sponsor without such Member(s)’ request.

     

    “Effective Date” shall
mean the date that a Capital Contribution, a Redemption or a Distribution, as
the case may be, is effective with respect to a Series.  In general,
the Capital Account(s) of the Units held by the respective Members, and number
of Units held, in such Series will be adjusted as of each Effective Date,
irrespective of when the proceeds of such Capital Contribution, Redemption or
Distribution are contributed by the Member or paid out by a Series, as
applicable.

     

    “Exchange” shall mean
the ability of the Members to exchange Units of one Series for Units of another
Series, if available, generally as of the end of each calendar
month.  All references in this Agreement to “Redemption” shall include
an Exchange from the Series from which Units are Exchanged, and all references
in this Agreement to “Capital Contribution” shall include an Exchange into the
Series into which Units are Exchanged, unless the context requires
otherwise.

     

    “ERISA” shall mean the
Employee Retirement Income Security Act of 1974.

     

    “Facsimile.”  See
Section
8.2.

     

    “Financial
Advisor.”  See Section 8.21.

     

    “Fiscal Year” shall
mean the calendar year, unless the Sponsor elects a different fiscal
year.

     

    “Futures Interests”
shall mean forward contracts (including, for the avoidance of doubt, London
Metal Exchange and foreign exchange forwards), futures contracts for
commodities, financial instruments and currencies, rights pertaining thereto and
options or other derivatives thereon or on physical commodities.

     

    “Impermissible Event”
shall mean an event that would cause the Platform or any Series:  (i)
to be treated as an association taxable as a corporation for income tax
purposes; (ii) to be considered to hold “plan assets” within the meaning of
ERISA; (iii) to engage in a “prohibited transaction” as defined in Section 406
of ERISA or Section 4975 of the Code; or (iv) to violate any Law or contractual
provision.

     

    “Indemnified
Party.”  See Section 2.6(a).

     

     

    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    

     

     

    “Interests.”  See
Section
1.2(f).

     

    “Intermediate Fund”
shall mean the wholly-owned subsidiary of each Series, if any, or fund through
which such Series invests in a Trading Fund.

     

    “Law” shall mean any
law, regulation (proposed, temporary or final), administrative rule or
procedure, self-regulatory organization rule or interpretation, or exchange rule
or procedure binding upon, or which the Sponsor reasonably determines may be
binding upon (in each case, as applicable in light of the context), any Member,
any Sponsor Party, any Series, any Intermediate Fund, any Trading Fund, the
Platform as a whole or any Affiliate of any of the foregoing or to which any of
their property is subject.

     

    “Management Fee” shall
mean the advisory compensation paid by a Trading Fund to either the Trading
Advisor of such Trading Fund or the Sponsor of the Series who will pay the
Trading Advisor and is expected to equal a percentage of such Trading Fund’s
assets.

     

    “Member” shall mean a
member of the Platform, including the Sponsor if the Sponsor so
determines.

     

    “Memorandum” shall
mean the Confidential Disclosure Document of the Platform, as may be amended or
supplemented from time to time.

     

    “Net Asset Value” of
each series or Capital Account as of any date shall mean the value of such
series or Capital Account, less (a) all liabilities, costs and expenses accrued
or payable of every kind and nature including accrued Sponsor’s Fees (if any)
and Service Provider Fees (if any) and (b) all Reserves.  Each Member
acknowledges and agrees that the Sponsor or its appointee may rely on the
Trading Advisors’ estimates of the Net Asset Values of the Series’ respective
investments in the respective Trading Funds in determining the Sponsor’s Fees
(if any) and Service Provider Fee (if any).

     

    “Net Income” shall
mean, with respect to any given Accounting Period, the increase in the Net Asset
Value of each Series from the beginning to the end of such Accounting Period
(for the avoidance of doubt, after reflecting all fees accrued and paid by the
applicable Trading Fund).

     

    “Net Loss” shall mean,
with respect to any given Accounting Period, the decrease in the Net Asset Value
of each Series from the beginning to the end of such Accounting Period (for the
avoidance of doubt, after reflecting all fees accrued and paid by the applicable
Trading Fund).

     

    “Parties.”  See
Section
8.14(c).

     

    “Permitted
Confidants.”  See Section 8.19(b).

     

    “Person” shall mean
any individual, partnership, limited liability company, joint venture,
corporation, trust, unincorporated organization, government (or any agency or
political subdivision thereof) or other entity, whether or not having legal
personality.

     

    “Plan.”  See
Section
8.21.

     

     

     

    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

    

     

    “Plan
Fiduciary.”  See Section 8.21.

     

    “Platform” shall mean
AlphaMetrix Managed Futures III LLC, the Delaware series limited liability
company the governance of which is provided for by this
Agreement.  References to the Platform herein shall, unless and only
to the extent the context otherwise requires, be interpreted to refer to each
individual Series severally.

     

    “Prior Period
Adjustment” shall mean any item or items of expense, loss, tax, income or
gain incurred or accrued during one Accounting Period which arises from claims,
events or transactions relating to a prior Accounting Period, including all
costs of prosecuting, defending, investigating, settling or otherwise dealing
with any of the foregoing, such item or items to be accounted for pursuant to
Section
3.10.

     

    “Prior Period
Member.”  See Section 3.10(a).

     

    “Redeem” shall mean
effecting a Redemption.

     

    “Redemption” shall
mean the repurchase by a Series, at the request of a Member, of one or more of
such Member’s Units net of any costs or charges
imposed.  “Redemption,” when used as an adjective, means attributable
to or pertaining to a Redemption.

     

     “Reserve Assets” shall
mean the assets of each Series not invested directly or indirectly in a Trading
Fund.

     

    “Reserves” shall mean
reserves (funded or unfunded) established by the Sponsor pursuant to Section
3.11.  Different Reserves may be established for different
Series.  For the avoidance of doubt, any amounts paid out to a Member
shall in all cases be reduced by any Reserves allocable to the Capital
Account(s) of the Units held by such Members.

     

    “Selling Agent” shall
mean such selling agents as shall be duly appointed by the Sponsor from time to
time to market and sell the Units.

     

    “Separate Series
Agreement” shall mean the separate agreement establishing the
distinguishing terms of each Series substantially in the form of Exhibit A
attached hereto.

     

    “Series” shall mean a
designated series of Units of limited liability company interest in the Platform
established in accordance with this Agreement and pursuant to Section 18-215 of
the Act, having separate rights, powers and/or duties with respect to specified
property or obligations (including such Series’ investment in its underlying
Intermediate Fund (if applicable) and Trading Fund).  The Platform
will issue separate and distinct Series.  Pursuant to Section 18-215
of the Act, the debts, liabilities, obligations and expenses incurred,
contracted for or otherwise existing with respect to a particular Series shall
be enforceable against the assets of such Series only, and not against the
assets of the Platform generally or of any other Series, and none of the debts,
liabilities, obligations and expenses incurred, contracted for or otherwise
existing with respect to the Platform generally shall be enforceable against the
assets of any Series, except to the extent expressly provided
herein.

     

     

     

    
      
        
        

      

      
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    “Series Percentage”
shall mean, with respect to each Member for each Accounting Period, in the case
of each Series a percentage equal to the fraction the numerator of which is the
aggregate balance in the Capital Account(s) of the Units in such Series held by
such Member and the denominator of which is the aggregate balance of all Capital
Accounts of the Units of such Series, in each case as of the first day of such
Accounting Period.  The aggregate of all Members’ Series Percentages
in each Series shall at all times equal 100%.

     

    “Service Provider
Fees” shall mean the percentage of assets fees payable to the Sponsor for
certain on-going offering and operational costs as disclosed in the Memorandum.
..

     

    “Sponsor” shall mean
AlphaMetrix, LLC, a Delaware limited liability company, and/or any other Person
that is admitted as a manager of the Platform after the date
hereof.

     

    “Sponsor Party” shall
mean (a) the Sponsor, (b) any Affiliate of the Sponsor and (c) any owner,
principal, director, officer or employee of any of the foregoing.

     

    “Sponsor’s Fees” shall
mean the percentage of assets fees payable to the Sponsor from each Series as
provided in the
Memorandum .

     

    “Subscription
Agreement” shall mean a written agreement or instrument in form and
substance acceptable to the Sponsor whereby each Member (other than the
Sponsor), subscribes for or otherwise acquires a Unit or Units.  All
Subscription Agreements once submitted are irrevocable but are subject to
acceptance by the Sponsor.

     

    “Tax Items” shall mean
items of income, gain, loss, expense, deduction and credit determined for income
tax reporting purposes.

     

    “Tax Matters
Partner.”  See Section 3.2(a).

     

    “Trading Advisors”
shall mean the respective managed futures advisors of the respective Trading
Funds.

     

    “Trading Advisory
Agreements” shall mean the respective advisory agreements between, inter alia, a Trading Fund,
the Sponsor and the corresponding Trading Advisors.

     

    “Trading Fund” shall
mean the direct or indirect subsidiary or existing fund through which such
Series engages in Futures Interest trading.

     

    “Transfer.”  See
Section
4.3(a).

     

    “Transferee,” “Transferor” shall
mean the Person receiving or making, as the case may be, a Transfer of
Units.

     

    “Treasury Regulations”
shall mean the regulations (final, proposed and/or temporary) of the Department
of the Treasury and/or Internal Revenue Service promulgated under or in respect
of the Code.

     

     

     

    
      
        
        

      

      
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    “Units” shall mean the
units of limited liability company interest in the Platform, including
fractional units, which the Sponsor may issue in its sole
discretion.  The Units issued by each Series shall be separate and
distinct.

     

    “Voting
Rights.”  See Section 8.11.

     

    Section
1.8 Rules of Interpretation.

     

    (a) References
to articles and sections shall be to sections of this Agreement unless otherwise
specified.

     

    (b) “May”
shall be construed as permissive.

     

    (c) A “month”
or a “quarter” means a calendar month or quarter (as the case may
be).

     

    (d) A
“notice” means written notice unless otherwise stated.

     

    (e) “Shall”
shall be construed as imperative.

     

    (f) Writing
includes typewriting, printing, lithography, photography and other modes of
representing or reproducing words in a legible and non-transitory
form.

     

    (g) The term
“and/or” is used herein to mean both “and” as well as “or.”  The use
of “and/or” in certain contexts in no respects qualifies or modifies the use of
the terms “and” or “or” in others.  “Or” shall not be interpreted to
be exclusive, and “and” shall not be interpreted to require the conjunctive — in
each case, unless the context otherwise requires.

     

    (h) Article
and section headings herein have been inserted for convenience of reference
only, are not a part of this Agreement and shall not be used in construing this
Agreement.

     

    (i) The terms
“include” and “including” and words of similar import are to be construed as
non-exclusive (so that, by way of example and for the avoidance of doubt,
“including” shall mean “including without limitation”).

     

    (j) Unless
the context of this Agreement otherwise requires (i) words using a singular or
plural number also include the plural or singular number, respectively, (ii) the
terms “hereof,” “herein,” “hereby” and any derivative thereof or similar words
refer to this entire Agreement, (iii) the masculine gender shall include the
feminine and neuter genders, (iv) any reference to a Law, agreement or a
document shall be deemed to also refer to any amendment, supplement or
replacement thereof, and (v) whenever this Agreement refers to a number of days,
such number shall refer to calendar days unless such reference specifies
business days.

     

    (k) Terms
defined in this Agreement by reference to any other agreement, document or
instrument shall have the meanings assigned to them in such agreement, document
or instrument whether or not such agreement, document or instrument is then in
effect.

     

     

     

    
      
        
        

      

      
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    (l) References
to statutes, regulations and/or rules refer to the foregoing as amended or
supplemented to date.

     

    (m) No
provision of this Agreement shall be construed in favor of or against any Person
by reason of the extent to which any such Person, its Affiliates or their
respective employees or counsel participated in the drafting
thereof.

     

     

    ARTICLE
II

     

    MANAGEMENT

     

    Section
2.1 Authority of the
Sponsor.

     

    (a)   (i)   The
Sponsor shall have full and complete charge of all affairs of the
Platform.  The management and control of the Platform’s business and
its assets shall rest exclusively with the Sponsor.  The Sponsor shall
have all of the rights and powers that can be granted to the Sponsor under the
Act and as otherwise provided by Law, and any action taken on behalf of the
Platform by the Sponsor shall constitute the act of and bind the
Platform.

     

    (ii) For the
avoidance of doubt and without limiting the generality of the powers conferred
upon it by Section 2.1(a), the
Sponsor is expressly authorized to do the following for or on behalf of the
Platform, without obtaining the Members’ consent:  (i)  sign
contracts, checks, drafts, and other orders for the payment of Platform monies;
(ii) own, lease, sell, assign, or otherwise dispose of any assets (real or
personal), property and liabilities on such terms and conditions as the Sponsor
may determine; (iii) open, maintain, and close one or more accounts
(including bank, brokerage, margin and clearing accounts) and enter into
arrangements to self-clear transactions with financial and commercial
institutions (including clearing and depository institutions); (iv) employ
or otherwise engage the services of such agents, brokers, consultants, advisors,
employees and other service providers as the Sponsor deems necessary or
advisable and cause the Platform to pay such compensation to the foregoing as
the Sponsor may determine; (v) commence or defend any litigation involving
the Platform or the Sponsor, including a voluntary case in Bankruptcy on behalf
of the Platform, retain legal counsel in connection therewith, and pay from the
assets of the Platform any and all liabilities and expenses (including
attorneys’, investigators’ and consultants’ fees and expenses) incurred in
connection therewith; (vi) compromise, settle and/or accept judgments with
respect to any claims made by or against the Platform; (vii) enter into,
organize, contribute assets to, participate in or otherwise deal with the
organization of, and invest in, other Persons (including any other Person in
which the Sponsor or an affiliate has an economic interest as an owner,
participant or service provider); (viii) establish Reserves;
(ix) incur and pay or reimburse expenses of the Platform; (x) prepare,
execute and file, at the Platform’s expense, all Platform tax returns and other
legal, governmental and administrative registrations and filings and make (or
not make) all tax elections the Sponsor deems advisable; (xi) convert the
Platform to a non-Delaware entity by merger, designation, consolidation or other
means; (xii) prepare, 

     

     

     

    
      
        
        

      

      
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    execute,
file, and deliver any documents related to any of the foregoing; (xiii) to pay
and/or receive any fees as described in the Platform’s confidential disclosure
document; (xiv) to execute, on behalf of the Platform, any and all documents
necessary to operate the Platform and (xv) generally, to act or decline to
act for the Platform in all matters.

     

    (iii) Notwithstanding
Section 2.1(a)(i) or
(ii), each Member individually and not the Sponsor shall have sole
discretion of the Series or combination of Series in which such Member invests,
subject to restrictions imposed on effecting subscriptions, Redemptions and
Exchanges imposed by the Platform, as set forth herein.

     

    (b) The
Sponsor shall be required to devote only such business time and attention to the
conduct of the business and affairs of the Platform as the Sponsor may deem
necessary or advisable.  For the avoidance of doubt, the Sponsor
Parties shall be free to devote such time and attention as they may determine to
other Sponsor clients, as well as to other activities.

     

    Section
2.2 Sponsor’s
Determinations.

     

    (a) Whenever
any Sponsor Party is to determine or decide any matter relating to this
Agreement or the Platform (for the avoidance of doubt, not including the
determination of into which Series a Member shall invest, such determination to
be in the sole and absolute discretion of each Member, to the extent that it is
practicable to effect the investment so determined) such determination shall be
made in the sole discretion of such Sponsor Party.  All determinations
or decisions made by the Sponsor pursuant to or in connection with this
Agreement shall be conclusive and binding on all Members if made in a manner
consistent with the standard set forth in Section 2.6.

     

    (b) Whenever
this Agreement provides that the Sponsor may take or not take any action, or
make any determination, in a particular manner, unless the Sponsor otherwise
determines, the Sponsor shall be absolutely protected in acting in such manner,
provided that the Sponsor acts in a manner consistent with the standard set
forth in Section 2.6.

     

    (c) (i)           Without
limiting the generality of Sections 2.2(a) and (b), all
matters concerning the valuation of Futures Interests and other assets and
liabilities of each Series, the allocation of Net Income, Net Loss, profits,
deductions, gains and losses among the Members, and/or accounting procedures
(including the accounting procedures regarding the treatment of the several
Series and the Units issued by each) not expressly provided for by the terms of
this Agreement shall be determined by the Sponsor (such determination being made
in pertinent part based on information provided the Sponsor by the Trading
Advisors, on which the Sponsor is conclusively authorized to rely), whose
determination shall be final and conclusive as to all of the Members, or such
party as may be duly appointed by the Sponsor, such party’s determination being
subject to the approval of the Sponsor and being final and conclusive as to all
of the Members.

     

    (ii) The
Sponsor shall have authority to determine the manner of applying any such
provisions of this Agreement that the Sponsor determines to be unclear or not
equitable, and the Sponsor shall also have authority to determine the manner of
applying 

     

     

    
      
        
        

      

      
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    any such
provisions in circumstances in which more than one method of application would
be more consistent with Law or equitable principles.

     

    Section
2.3 Brokerage and Interest
Income Arrangements.

     

    (a) All
Trading Funds shall use the Clearing Broker as their exclusive clearing broker,
unless the Sponsor otherwise determines.

     

    (b) All
Members, as a condition of being accepted in such capacity, agree to the Trading
Funds’ using the Clearing Broker as their sole clearing broker even if using
another clearing broker might be less expensive or otherwise in the best
interests of the Trading Fund.

     

    (c) Trading
Advisors may use executing brokers which are not Affiliates of the
Sponsor.  The Sponsor shall have no liability for the conduct of such
executing brokers.

     

    
      (d) Each
Trading Fund will be subject to the brokerage commissions and interest income
arrangements (including the borrowing of foreign currencies in accordance with
the Clearing Broker’s “single currency margining” procedures), as described in
the Memorandum.

       

      (e) Each
Member, as a condition of being accepted as such, acknowledges and agrees that
the principles of “best price and execution” do not apply to Futures Interests,
as opposed to securities brokerage.  Each Member further consents to
each Trading Fund’s paying the brokerage commissions set forth in the Memorandum
and to the Clearing Broker’s and its affiliates retaining substantial economic
benefit from the possession of the Trading Fund’s assets in addition to the
interest income paid to the Trading Fund (and the interest charged to the
Trading Fund on foreign currencies loaned to it), as described in the
Memorandum.

       

      (f) The
Sponsor shall be permitted to allow the Trading Advisors to aggregate orders for
their respective Trading Funds with the orders for their other clients,
notwithstanding that the effect of such aggregation may operate to the
disadvantage of the Trading Fund in question.

       

      Section
2.4 Other
Activities.

       

      Except to
the extent contemplated by Section 2.1(b), nothing herein
shall be deemed to limit or restrict the right of any Sponsor Party to engage
in, or to devote time and attention to the management of any other business,
whether of a similar or dissimilar nature, or to render services of any kind to
any other Person.

       

      Section
2.5 Permitted
Transactions.

       

      (a) Any
Sponsor Party, Member and any of their respective Affiliates may trade Futures
Interests for their personal accounts.

       

      (b) Any
Sponsor Party may trade Futures Interests for other client
accounts.

       

      (c) Any
Sponsor Party may provide managed futures platform, administrative and due
diligence services comparable to the services that the Sponsor provides to the
Platform to third parties.

       

    

     

     

    
      
        
        

      

      
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    (d) Any
Sponsor Party may act as a service provider to the Platform and receive
compensation for doing so.

     

    (e) Any
Sponsor Party (i) may engage in or possess an interest, direct or indirect, in
any business venture of any nature or description (including other managed
futures funds or platforms) for their respective accounts, independently or with
others, and (ii) may do so without any obligation to report the same to the
Platform or to afford the Platform, any Series or any Member any opportunity to
participate therein.  None of the Platform, any Series or any Member
shall have any rights in or to any such independent venture or investment or the
revenues or profits derived therefrom.

     

    (f) The
principles of the doctrine of “corporate opportunity,” any analogous doctrine
under applicable Law or other similar rights or claims shall not apply to any
Sponsor Party’s dealings with the Platform, any Series, any Member (in such
Member’s capacity as such) or any third parties.

     

    Section
2.6 Sponsor Parties’ Standard of
Liability and Indemnity.

     

    (a) Each
Sponsor Party and their respective officers, directors, controlling persons
within the meaning of Section 15 of Securities Act of 1933, employees, members,
partners and shareholders (each an “Indemnified Party”)
shall have no liability to the Platform or to any Member, and shall be
indemnified by the Platform against, any loss, liability, claim, damage or
expense (including the reasonable cost of investigating or defending any alleged
loss, liability, claim, damage or expense and reasonable counsel fees incurred
in connection therewith), as incurred, arising in connection with any action or
inaction of an Indemnified Party; provided, however, that in no case is the
foregoing exculpation and indemnity to be deemed to protect an Indemnified Party
against any liability to the Platform or any Member to which an Indemnified
Party would otherwise be subject by reason of willful misfeasance, bad faith or
gross negligence in the performance of their duties or by reason of the reckless
disregard of their obligations and duties under this Agreement.

     

    (b) The
Platform shall not bear the cost of that portion of any insurance which insures
any party against any liability the indemnification of which is herein
prohibited.  The Platform may, but is not obligated to, advance to an
Indemnified Party sums necessary to pay legal expenses and other costs incurred
as a result of any legal action initiated against such Indemnified
Party.

     

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

     

    (d) The
indemnification provisions of Section 2.6(a) shall be
applied on a Series-by-Series basis, with a particular Series being responsible
for indemnification only with respect to a loss or claim related to that Series,
unless such loss or claim relates to the overall operation of the Platform, not
to any particular Series, in which case the indemnification obligation of Section 2.6(a) shall be
allocated among all Series pro
rata in accordance with the Net Asset Value (or 

     

     

     

    
      
        
        

      

      
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    average
Net Asset Value) of each Series at the time (or during the period) when the
event giving rise to such loss or claim occurred or in such other manner as the
Sponsor may determine.

     

    (e) The
rights of an Indemnified Party to indemnification shall survive the dissolution
of the applicable Series (if the indemnification obligations relate to the
overall operations of the Platform) and the death, withdrawal, declaration of
legal incapacity, dissolution, winding-up or Bankruptcy of such Indemnified
Party.

     

    (f) No
Indemnified Party other than the Sponsor may assert any claim for
indemnification hereunder without the prior written consent of the Sponsor,
which the Sponsor shall have no obligation whatsoever to give.

     

    (g) In no
event shall any indemnification obligations of the Platform subject a Member to
any liability in excess of that contemplated by this Agreement.

     

    (h) The
Members, in recognition of the fact that the Members themselves will select
their own combinations of Series, waive all fiduciary duties on behalf of the
Sponsor except the implied duty of good faith and fair dealing (and solely to
the extent that such duty cannot be waived under the Act).

     

    (i) The
Sponsor, or such party as may be duly appointed by the Sponsor to calculate the
Series’ Net Asset Values, shall be absolutely protected in relying on the
valuations of Trading Funds furnished to the Sponsor by Trading
Advisors.

     

    (j) The
Sponsor Parties shall have no responsibility whatsoever for any actions taken or
omitted by the Trading Advisors and Trading Funds.

     

    Section
2.7 Trading Advisors’ Standard
of Liability and Indemnification.

     

    Each
Series and/or Trading Fund may be required to agree to exculpate and/or
indemnify Trading Advisors and associated Persons pursuant to the terms of the
applicable Trading Advisory Agreements, and the Sponsor is authorized to cause
each Series and/or Trading Fund, respectively, to enter into such arrangements,
even if such Trading Advisory Agreements provide greater liability protection
(exculpation) and/or more comprehensive indemnification than that set forth in
Sections
2.6.

     

     

    
      
        
        

      

      
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    Section
2.8 Capital Contributions and
Redemptions by the Sponsor; Withdrawal and Substitution of the Sponsor; Mergers
or Acquisitions.

     

    (a) The
Sponsor shall not have any obligation to make any Capital Contributions, except
as required by Law.

     

    (b) In the
event that the Sponsor does make a Capital Contribution, the Sponsor may Redeem,
without any breach of this Agreement or the Sponsor’s contractual or fiduciary
duties hereunder, all or a portion of any of the Sponsor’s Units at any time
without notice to the Members.

     

    (c) The
Sponsor may withdraw from the Platform, without any breach of this Agreement or
the Sponsor’s contractual or fiduciary duties hereunder, upon not less than
sixty but not more than 100 days’ prior written notice to the
Members.

     

    (d) (i)           One
or more additional or substitute Sponsor(s) may be admitted to the Platform in
the sole discretion of the Sponsor without the consent of any Member, provided
that such additional or substitute Sponsor(s) are Affiliates of the
Sponsor.  The Sponsor shall promptly notify the Members of any such
additional or substituted Sponsor(s).

     

    (ii) One or
more additional or substitute Sponsor(s) which are not Affiliated with the
Sponsor may be admitted as additional or substitute Sponsor(s) only with the
consent of a majority of the Voting Rights.

     

    (iii)   The
admission of an additional or substitute Sponsor shall not be cause for
dissolution of the Platform, and all the Members shall continue to be subject in
all respects to the provisions of this Agreement subsequent to such
admission.

     

    (e) The
Sponsor may merge with, acquire or be acquired by any third party without the
need to give prior notice to Members.  The Sponsor may make any
organizational changes, including the addition and/or replacement of any of the
Sponsor’s employees or principals, as part of such merger or
acquisition.

     

    Section
2.9 Sponsor’s
Fees.

     

    As of the
end of each calendar month, each Series may be subject to a Sponsor’s Fee,
payable to the Sponsor as if to a third-party and not as an allocation to the
Sponsor’s Capital Account(s), if any, as described in the Memorandum
..  Such Sponsor’s Fee shall be definitively calculated based on the
Sponsor’s estimate of the Net Asset Value of each Series (which may be based on
the estimated Net Asset Value received from the applicable Trading Advisor) as
of the end of each calendar month and the Sponsor’s estimate of the Net Asset
Value of the Reserve Assets attributable to such Series.  The Sponsor
may share the Sponsor’s Fee with Affiliates and third parties.  The
Sponsor also may waive or reduce the Sponsor’s Fees for certain Members without
entitling any other Member to any such waiver or reduction.

     

    


    
      
        
        

      

      
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    Section
2.10 Service Provider
Fees.

     

    At the
end of each calendar month, each Series may be subject to a Service Provider Fee
as described in the Memorandum  of the Net Asset Value of the
Series.  Operating costs paid for by the Sponsor out of the Service
Provider Fee are as defined in the Memorandum .

     

     

    ARTICLE
III

     

    CAPITAL
ACCOUNTS; UNITS; FINANCIAL AND TAX ALLOCATIONS

     

    Section
3.1 Admission of Additional
Members; Capital Contributions.

     

    (a)  Subject
to Section 3.1(b), the
Sponsor may, at any time and from time to time, admit one or more purchasers of
Units as additional Members to the Platform as well as permit Members to make
additional Capital Contributions through the purchase of Units, without the
consent of the other Members.  Capital Contributions must be made in
cash.

     

    (i) Without
limiting any other remedy available to the Platform, if a Person fails, in part
or in whole, to make a Capital Contribution by the close of business on the day
that such Capital Contribution was due to be received (so that it could be
invested in the Series selected by such Person for such Capital Contribution)
the Sponsor may, but shall have no obligation to, take any action, at the
expense of the Platform, which the Sponsor may deem necessary or advisable in an
attempt to collect from such Person the costs and expenses incurred, if any, in
connection with such default and collection; provided, that the Sponsor may
determine to allocate all or a portion of such costs and expenses equally among
all Capital Accounts of the applicable Series outstanding for the then current
Accounting Period.

     

    (ii) Upon
admission to the Platform, whether as a result of a Capital Contribution or
Transfer, each new Member shall, by written Subscription Agreement or another
instrument or instruments satisfactory to the Sponsor, become bound by and
subject to all of the terms and conditions of this Agreement.

     

    (iii) The
amount of each new Member’s initial Capital Contribution(s) shall be set forth
in such new Member’s Subscription Agreement.  An existing Member which
makes additional Capital Contributions need not complete a new Subscription
Agreement for each additional new Capital Contribution, unless otherwise
requested by the Sponsor; provided, however, that all agreements, covenants,
representations and warranties made by such Member in its original Subscription
Agreement shall be deemed to be ratified and reaffirmed at the time such Member
makes an additional Capital Contribution, and that such Member may be requested
to submit a short-form confirmation of the foregoing.

     

    (iv) Under no
circumstances shall the Sponsor have any obligation to accept any Capital
Contribution from any Person, whether or not an existing Member.

     

     

    
      
        
        

      

      
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    (v) No Member
shall have any pre-emptive rights or rights of first refusal with respect to the
issuance of additional Units.

     

    (b) No Member
shall be admitted, whether as a result of a Capital Contribution or Transfer, if
doing so would result in an Impermissible Event.  In the event that
any such Member is admitted to the Platform, such Member’s admission shall be
null and void ab initio
(except to the extent that the other Members have been damaged by such
admission, in which case such Member’s Capital Account(s) shall be debited with
the amount of any such damage
pro rata in accordance with the Net Asset Value of such Capital
Accounts), irrespective of whether the Sponsor had expressly consented
thereto.  For the avoidance of doubt, no Sponsor Party shall have any
liability to the Platform or any Member for admitting any Member in violation of
this Section 3.1(b),
provided that such Sponsor Party’s conduct is consistent with the standard set
forth in Section
2.6.

     

    (c) The
admission of additional Members shall not cause the dissolution of the Platform,
and all the Members shall continue to be subject to the provisions of this
Agreement in all respects subsequent to such admission.

     

    (d) Members
shall not receive interest on their Capital Contributions, except, in the sole
discretion of the Sponsor, as may be accrued while such Capital Contribution is
held in escrow prior to the issuance of the Units of any Series.  The
interest, if any, earned on a Capital Contribution received from a Member or
prospective Member prior to the beginning of the Accounting Period as of which
the corresponding Units are issued shall be contributed, upon issuance of the
related Units to such Member, to the Reserve Assets as a general asset of the
Series in question.

     

    Section
3.2 Limited Liability of
Members.

     

    (a) No Member
(including the Sponsor, as applicable) shall be personally liable for or subject
to any liability or obligation whatsoever of the
Platform.  Irrespective of whether any Units held by Members have
deficit Capital Accounts, no Member(s) shall have any obligation to make any
Capital Contribution with respect to such deficit(s), and no such deficit(s)
shall be considered a debt owed by any such Member(s) to the Platform or to any
other Member(s) for any purpose whatsoever.

     

    (b) The
assets and liabilities of each Series shall be segregated and held (directly or
indirectly, through a nominee or otherwise) and accounted for separately and
distinctly from those of the Platform and any other Series.

     

    (c) No Series
shall be subject to any liability or obligation whatsoever of any other
Series.

     

    (d) The
Platform shall cause to be maintained true and full books of account that comply
in all material respects with generally accepted accounting principles
consistently applied and in which shall be entered fully and accurately each
transaction of each Series, each such Series to be accounted for
separately.

     

     

    
      
        
        

      

      
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    Section
3.3 Capital Accounts and General
Financial Allocations.

     

    (a) A Capital
Account shall be established for each Unit, and for the Sponsor on a
Unit-equivalent basis.  The balance of each Unit’s Capital Account
shall be the amount contributed to the Series with respect to such Unit, which
amount shall be equal to the Net Asset Value per Unit (or, in the case of an
initial offering of a Series, a price per Unit as determined by the Sponsor) on
the date each Unit is purchased after all accrued fees and expenses, including
performance fee accruals at the Trading Fund level which may, in fact, never be
paid.  As of the close of business (or as determined by the Sponsor)
on the last day of each month, any increase or decrease in a Series’ Net Asset
Value as compared to the last such determination of Net Asset Value shall be
credited or charged equally to the Capital Accounts of all Units then
outstanding; provided that for purposes of maintaining such Capital Accounts,
amounts paid or payable to the Sponsor for items such as Sponsor’s Fees (if any)
shall be treated as if paid or payable to a third party and shall not be
credited to the Capital Account held by the Sponsor.

     

    (b) For
purposes of this Article
III, unless specified to the contrary, Units Redeemed as of the end of
any month shall be considered outstanding as of the end of such month, but not
as of the beginning of the immediately following month.

     

    (c) As of the
end of each calendar month, the Sponsor’s Fees (if any) and Service Provider Fee
(if any) charged to the applicable Series shall be allocated equally to all
Units of such Series.  Such Sponsor’s Fees (if any) and Service
Provider Fees (if any) shall reduce each Unit’s Capital Account balance as of
the date when such Sponsor’s Fees (if any) and Service Provider Fees (if any)
become payable (rather than only accrued), irrespective of when actually
paid.

     

    Section
3.4 Allocation Principles
Regarding the Series.

     

    (a) To the
extent possible, each Series shall be accounted for as if it were a separate
limited liability company (as provided herein, each Series shall operate on a
“separate and distinct” basis from each other Series).

     

    (b) The Net
Income or Net Loss attributable to a Series’ Trading Fund or Intermediate Fund
(if applicable) shall be allocated solely to such Series.

     

    (c) The Net
Income or Net Loss attributable to a Series’ Reserve Assets shall be allocated
solely to such Series.

     

    (d) The
aggregate Net Income and Net Loss attributable to a Series shall be allocated
equally among all outstanding Units of such Series.

     

    (e) Any
allocation by the Sponsor of general liabilities, expenses, costs, charges or
Reserves which are not readily identifiable as belonging to any particular
Series among one or more Series shall not represent a commingling of such Series
to pool capital for the purpose of carrying on a trade or business or making
common investments and sharing in profits and losses therefrom.

     

     

    
      
        
        

      

      
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    Section
3.5 Tax
Allocations.

     

    (a) (i)           For
each Fiscal Year, each Series shall be treated as if it were a separate business
entity under applicable Treasury Regulations. The Tax Items allocated by each
Series among its Units shall be allocated for federal income tax purposes among
such Units in a manner as to reflect equitably amounts credited or debited to
each Member’s Capital Account(s) for the current and prior Fiscal Years (or
relevant portions thereof).  Allocations under this Section 3.5 shall be made
pursuant to the principles of Section 704(b) and 704(c) of the Code, and
Treasury Regulations Sections 1.704-1(b)(2)(iv)(f) and (g), 1.704-1(b)(4)(i) and
1.704-3(e), as applicable, or the successor provisions to such Code Sections and
Treasury Regulations.

     

    (ii) For the
avoidance of doubt, consistent with Section 3.5(a)(i), the Sponsor
shall allocate Tax Items to the greatest extent possible so as to equalize the
tax basis and Capital Accounts of the Units of such Series.

     

    (iii) Notwithstanding
anything to the contrary in this Agreement, there shall be allocated to the
Members such gains or income as shall be necessary to satisfy the “Qualified Income
Offset” requirements of Treasury Regulations Section
1.704-1(b)(2)(ii)(d).

     

    (b) If the
Code or Treasury Regulations require a withholding or other adjustment with
respect to the Units of a given Series held by any Member or some other interim
year event occurs necessitating in the Sponsor’s judgment an equitable
adjustment, the Sponsor shall make such adjustments and/or allocations among the
Members of the affected Series of capital, income and expense items, Series
Percentage, Tax Items, accounting procedures or such other financial matters as
the Sponsor believes shall equitably take into account such interim year event
and applicable provisions of Law, and the determination thereof by the Sponsor
shall be final and conclusive as to all of the Members.

     

    (c) In the
case of Prior Period Adjustments, and any other non-pro rata allocations of
capital, income and expense items to fewer than all Members of a Series as
provided herein, the Sponsor shall allocate the associated Tax Items with regard
so as equitably to reflect the affected Members’ respective economic gains and
losses from such allocations.

     

    (d) The
Sponsor may, but shall not be obligated to, allocate Tax Items on a gross rather
than net basis, and may also allocate Tax Items differently to differently
situated Members and former Members, to the extent that doing so is permissible
under the Code and the Treasury Regulations.

     

    (e) Tax
allocations shall be made between the Transferee and Transferor of Units so as
to reflect as closely as practicable the economic gain or loss experienced by
each with respect to such Units during the Fiscal Year in which the Transfer
occurred.

     

    (f) To the
extent permitted by the applicable Treasury Regulations, the Sponsor may make
adjustments to the method in which allocations are made by each Series among the
Units of such Series as the Sponsor may deem reasonable.

     

     

     

    
      
        
        

      

      
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    Section
3.6 Consistent Tax
Reporting.

     

    (a) Except as
otherwise agreed to in writing by the Sponsor, all Members, including former
Members, shall report all Tax Items (including the character and timing of such
Tax Items) related to a Series in a manner consistent with the manner in which
such Tax Items are reported by such Series.

     

    (b) The
Platform intends to treat each Series as a “separate business entity” within the
meaning of § 301.7701-2(a) of the Treasury Regulations for federal income tax
purposes with each Series eligible to make a separate entity classification
election pursuant to § 301.7701-3 of the Treasury Regulations.  The
Sponsor shall have the authority to make an entity classification election with
regard to each Series in the manner prescribed by the applicable Treasury
Regulations.  Each Member authorizes the Sponsor to make an entity
classification election for each Series in the manner prescribed in the
applicable Treasury Regulations and agrees to treat each Series in a manner
consistent with the Sponsor’s entity classification for such Series for all
federal income tax purposes, including any reporting
requirements.  Consistent with Section 3.6(a), the Sponsor
shall furnish each Member of a Series with the information necessary for the
Member to determine the entity classification of such Series for U.S. federal
income tax purposes, and the Sponsor shall use its best efforts to furnish such
information on a timely basis.

     

    (c) The
Platform intends to treat the Platform (representing the aggregate of all
Series) as a partnership that has no items of income, gain, loss, deduction or
credit for federal income tax purposes.  No party to this Agreement is
authorized to make an entity classification election pursuant to § 301.7701-3 of
the Treasury Regulations to treat the Platform (representing the aggregate of
all Series) as a corporation or an association taxable as a corporation for
federal income tax purposes.  Each Member authorizes the Sponsor to
make an entity classification election, as necessary, for the Platform
(representing the aggregate of all Series) to be treated as a partnership for
federal income tax purposes in the manner prescribed in the applicable Treasury
Regulations and agrees to treat the Platform in a manner consistent with the
Sponsor’s entity classification of the Platform for all U.S. federal income tax
purposes, including any reporting requirements.

     

    Section
3.7 “Tax Matters
Partner.”

     

    (a) For
purposes of Section 6231(a)(7) of the Code, or any corresponding provision of
any future Law, the “Tax Matters Partner”
of the Platform and each Series shall be the Sponsor.

     

    (b) The Tax
Matters Partner shall have the power to make or revoke all tax elections and
determinations for the Platform and each Series severally and to take any and
all actions necessary or permitted under the Code, the regulations promulgated
thereunder, or other provisions of Law to effect those elections, determinations
and allocations.  All elections, determinations and allocations by the
Tax Matters Partner shall be binding upon all Members and their respective
successors, assigns and heirs.

     

     

    
      
        
        

      

      
        -20-

        
          

        

      

      
        
        

      

    

     

    (c) The Tax
Matters Partner shall have comparable authority in respect of any state, local
or foreign tax, tax law or tax claim relating to the Platform, any Series and
the Members, as the Tax Matters Partner has under the Code in such
capacity.

     

    (d) The cost
of any examination or audit of, and of any adjustment to, a Member’s tax return
shall be borne solely by the affected Member.

     

    (e) The Tax
Matters Partner shall be entitled to be reimbursed for all expenses incurred by
the Tax Matters Partner in performing its services as Tax Matters Partner, as
well as to be released from all liability for, and indemnified for any loss,
cost, expense, liability, fees (including attorneys’ fees and expenses) and
damages suffered or sustained in, performing such services, subject to the
standards set forth in Sections 2.6.

     

    Section
3.8 Determination of Net Asset
Value.

     

    (a) The
Sponsor, or such party as may be duly appointed by the Sponsor, shall determine
each Trading Fund’s (including any applicable Intermediate Fund’s) Net Asset
Value using the following principles as communicated to the Trading Advisor for
such Trading Fund:

     

    (b) (i)           The
liquidating value of a commodity futures contract or option traded on a U.S.
commodity exchange shall be based upon the settlement price on the commodity
exchange on which the particular commodity futures contract or option is traded;
provided that, if a contract or option cannot be liquidated on the day with
respect to which Net Asset Value is being determined, the basis for determining
the liquidating value of such contract or option shall be such value as the
Sponsor or its appointee may deem fair and reasonable.

     

    (ii) The
liquidating value of a futures, forward or options contract not traded on a U.S.
exchange shall be its liquidating value, determined based upon policies
established by the Sponsor or its appointee, on a basis consistently applied for
each different variety of contract.

     

    (iii) No value
shall be ascribed to goodwill or any other intangible asset of the Trading
Fund.

     

    (c) The
Sponsor, or such party as may be duly appointed by the Sponsor, shall determine
the Net Asset Value of each Series using the following principles:

     

    (i) The Net
Asset Value of each Series shall be determined in U.S. dollars, and any
positions denominated in other currencies are translated at prevailing exchange
rates as determined by the Sponsor.

     

    (ii) The
Reserve Assets shall be valued in such manner as the Sponsor or its appointee
may determine to reflect fair market value and the accrual of
interest.

     

     

    
      
        
        

      

      
        -21-

        
          

        

      

      
        
        

      

    

     

    (d) The Net
Asset Value per Unit shall be calculated by dividing the Net Asset Value of the
applicable Series (aggregating the Net Asset Value of the corresponding
Intermediate Fund (if applicable) or Trading Fund and such Series’ Reserve
Assets) by the number of Units outstanding in such Series.  For the
avoidance of doubt, all Units of the same Series shall have the same Net Asset
Value.

     

    (e) The
Sponsor, or such party as may be duly appointed by the Sponsor to calculate the
Net Asset Value, is hereby authorized to make all Net Asset Value determinations
(including, without limitation, for purposes of determining Redemption payments
and calculating Sponsor’s and Service Provider Fees (if any)) on the basis of
estimated numbers.  The Sponsor or such other party shall not (unless it
otherwise determines) make retroactive adjustments in order to reflect the
difference between estimated and final numbers, but rather shall reflect such
difference (including, for purposes of calculating Redemption payments and
Sponsor’s and Service Provider Fees (if any)) in the Accounting Period when such
differences are determined.

     

    (f) The
Sponsor may suspend the calculation of the Net Asset Value of a Series’ Units
during any period for which the Sponsor or its appointee is unable to value a
material portion of the corresponding Trading Fund’s positions.  The
Sponsor shall give notice of any such suspension to Members invested in such
Series.

     

    (g) Redemptions
and Distributions shall, after the Effective Date thereof (as the same may be
postponed pursuant to the terms of this Agreement), be deemed to have been paid
out of the Platform as of such Effective Date, and shall no longer be included
in either the Platform’s or any Series’ assets or liabilities (irrespective of
when actually paid out).

     

    Section
3.9 Use of Estimates and Trading
Advisor Estimates.

     

    The
Sponsor, or any party duly selected by the Sponsor as appropriate, is expressly
authorized to make all financial (and the related tax) allocations provided for
hereunder, as well as to determine all Net Asset Values and Capital Account
balances, based on estimates, both as made or compiled by the Sponsor and as
received from the Trading Advisors.  Furthermore, the Sponsor shall
not be obligated to restate allocations, Sponsor’s Fees (if any), Service
Provider Fees (if any), Redemption proceeds, Net Asset Values or any other
determinations previously made in order to reflect the difference between
estimated and final Net Asset Values, but rather may, but shall have no
obligation to, reflect such difference entirely in the Accounting Period in
which such difference is determined.

     

    Section
3.10 Prior Period
Adjustments.

     

    (a) (i)           Each
Member holding Units in a given Series shall either (A) pay (if a former Member)
or (B) permit (if still a Member) the Sponsor to deduct from the Capital
Account(s) of the Units held by such Member by Redeeming Units, the amount of
any Prior Period Adjustment that the Sponsor determines to be due from such
Member or former Member with respect to such Series.  With regard to
each Series, if a Prior Period Adjustment (or portion thereof) can be
specifically identified as attributable to a Member or a former Member of such
Series, then the Sponsor shall use reasonable efforts to allocate such Prior
Period Adjustment to, and collect such Prior Period Adjustment from,


     

     

     

    
      
        
        

      

      
        -22-

        
          

        

      

      
        
        

      

    

     

    such
Member (by Redemption of Units or otherwise) or former Member.  The
Sponsor shall use reasonable efforts to allocate each Prior Period Adjustment to
the current or former Members (each, a “Prior Period Member”)
which were Members during the Accounting Period(s) to which such Prior Period
Adjustment relates in accordance with the number of Units of such Series which
such current or former Member then held.  For the avoidance of doubt,
each Prior Period Member shall be liable for such portion of each such Prior
Period Adjustment as is proportionate to such Prior Period Member’s Units or
average Units outstanding, as compared to the total Units or average total Units
outstanding, for the relevant prior Accounting Period(s);

     

    (ii) In no
event shall any provision of this Section 3.10 require any
Member or former Member to make a Capital Contribution to repay to the Platform
any amounts in excess of the Redemptions or Distributions made to such Member or
former Member with respect to the Series in question (and, for the avoidance of
doubt, not with respect to any other Series).

     

    (b) Any
portion of a Prior Period Adjustment that cannot, as determined by the Sponsor,
practicably be collected from Prior Period Members shall be allocated equally
among all Units of the affected Series outstanding during the then current
Accounting Period.

     

    (c) The
Sponsor may, but shall have no obligation to, take, at the expense of the
affected Series, any action which the Sponsor may deem necessary or advisable in
an attempt to collect the amount of any Prior Period Adjustment, as well as the
costs and expenses related to such collection, from the affected Prior Period
Members.  In no event shall the Sponsor be liable for any failure of
the Platform or the affected Series to receive Prior Period Adjustments from a
Prior Period Member or for the Sponsor declining to prosecute any claim
therefor.

     

    (d) No Prior
Period Adjustments, not specifically associated with a Member or former Member,
shall be subject to the special allocation provisions of this Section 3.10 unless the amount
of such Prior Period Adjustment exceeds 2.5% of the Net Asset Value of the
affected Series as of the date that such Prior Period Adjustment would otherwise
be specially allocated pursuant to this Section 3.10.  For
such purposes, a given Prior Period Adjustment shall include all items relating
to the same or related causes occurring at or about the same time, as the
Sponsor may determine.

     

    (e) Notwithstanding
the foregoing provisions of this Section 3.10, in the event
that a Prior Period Adjustment results in income or gain to rather than a cost
or a liability, such income or gain, irrespective of amount, shall be allocated
pro rata solely among
the Units of the affected Series outstanding as of the date that such income or
gain becomes available for distribution.

     

    Section
3.11 Reserves.

     

    (a) The
Sponsor may from time to time establish (and/or reverse):  (i) such
Reserves as the Sponsor may determine to reflect contingent, uncertain and other
potential, as well as established, liabilities and/or contingences and/or for
any other reason.  Reserves shall reduce the Net Asset Value of the
Series (and of the Units of such Series) with respect to which such Reserves are
established.

     

     

     

    
      
        
        

      

      
        -23-

        
          

        

      

      
        
        

      

    

     

    (b) The
Sponsor may allocate Reserves, as well as their reversal, among the Capital
Accounts of Units held by the Members (and among the Capital Accounts of Units
held by certain Members but not others), in such manner as the Sponsor may
determine.

     

    Section
3.12 Manner of Effecting
Non-Pro
Rata
Allocations.

     

    As all
Units of any given Series shall have the same Net Asset Value, any special or
non-pro rata
allocations or Distributions shall be effected by the Redemption or issuance of
Units.

     

     

    ARTICLE
IV

     

    REDEMPTIONS
AND EXCHANGES

     

    Section
4.1 Redemptions.

     

    (a) Members’
ability to Redeem Units of a Series is entirely dependent on such Series’
ability to effect corresponding withdrawals, directly or indirectly, from the
Trading Fund or other funds in which such Series has invested substantially all
of its capital.

     

    (b) Units may
be redeemed as of the end of any calendar month at the Net Asset Value per Unit
at such date.  Redemption requests must be submitted on or prior to
the 15th day
of the calendar month of such Redemption or the following business
day.  The Sponsor may permit redemptions at other times and on shorter
notice.

     

    (c) Any
Redemption shall be reduced by any Reserves established by the applicable Series
(see Section
3.11).

     

    (d) No
Redemption of Units shall be effective if, on or before the scheduled Effective
Date of such Redemption, the Series issuing such Units dissolves or the Trading
Advisor in question gives notice of its intention to dissolve such Series’
Trading Fund.  Any affected Redemption notices shall be deemed
rescinded ab initio and have no further
force or effect.

     

    (e) The
Sponsor may mandatorily Redeem part or all of the Units held by a particular
Member if the Sponsor determines that (a) such Member’s continued holding of
Units could result in adverse consequences to the Platform or the relevant
Series or Trading Fund, (b) such Member’s investment in the Units, or aggregate
investment in the Platform, is below the minimum level established by the
Sponsor (including any increase in such minimum level that the Sponsor may
implement in the future) or (c) for any other reason.

     

    (f) If the
calculation of Net Asset Value is suspended pursuant to Section 3.8(f), Redemptions
may be suspended by the Sponsor as well.  Redemptions may also be
suspended if the Sponsor believes that not suspending Redemptions would be
materially adverse to the continuing Members.  The Sponsor will give
notice of any such suspension to all Members in any Series to which such
suspension would apply.

     

     

    
      
        
        

      

      
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    Section
4.2 Distributions.

     

    (a) The
Sponsor may at any time determine to make Distributions to one or more Members
with respect to one or more Series.  Distributions need not be made
pro rata to Members in
accordance with the number or Net Asset Value of the Units held by such Members
or deducted from the Capital Accounts of the Units held by such Members pro rata in accordance with
the number of Units of the applicable Series held by such Member, and may be
made to certain Members and not to others.

     

    (b) Income
taxes paid or withheld by a Series in respect of income or gain allocable to a
Member shall not be treated as an expense of such Series but rather shall be
treated as a Distribution to such Member.  A Distribution shall
reduce, by Redemption of Units, the number of Units held by the recipient Member
in such manner as the Sponsor may determine.

     

    (c) For the
avoidance of doubt, no Sponsor Party shall have any liability to the Platform,
any Series or any Member for making a Distribution to a Member provided that
such Sponsor Party acted in a manner consistent with the standard set forth in
Section
2.6.

     

    Section
4.3 Transfers.

     

    (a) No Member
shall assign, encumber, pledge, hypothecate or otherwise transfer (collectively,
“Transfer”) any
of such Member’s Units without the consent of the Sponsor, and any such Transfer
of Units, whether voluntary, involuntary or by operation of law, to which the
Sponsor does not consent shall result in the Units so Transferred being
mandatorily redeemed as of the end of the month during which such purported
Transfer occurred; provided, however, that a Member may Transfer the economic
benefits of ownership of its Units without regard to such
consent.  Any Transfer which shall result in the termination of a
Series for federal income tax purposes or the violation of federal or state
securities laws shall be null and void ab initio and of no legal
force or effect whatsoever.  An assigning Member shall remain liable
to such Series as provided in the Act, regardless of whether his or her assignee
becomes a substituted Member.

     

    (b) The
Sponsor may not Transfer all or any portion of its manager’s interest in a
Series; provided, that the Sponsor may assign such interest (i) to an Affiliate
of the Sponsor upon notice (which need not be prior notice) to the Members, (ii)
in connection with the sale or Transfer of all or a material portion of the
Sponsor’s equity or assets or (iii) by the vote or written consent of a majority
of the Voting Rights.

     

    Section
4.4 Effective Date of
Redemptions and Distributions.

     

    As of the
Effective Date of any Redemption or Distribution, the Units or Capital Account
balances subject to such Redemption or Distribution shall cease to participate
in the Net Income and Net Losses of the related Series, irrespective of the time
or times that the proceeds of such Redemption or Distribution are paid
out.

     

    Section
4.5 Payment of Redemption and
Distribution Proceeds.

     

    (a) Payments
of Redemption or Distribution proceeds shall be made as the related monies are
received from the applicable Intermediate Fund (if applicable) or Trading
Fund.  For 

     

     

    
      
        
        

      

      
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    the
avoidance of doubt, the Sponsor may retain the Reserve Assets attributable to a
Redemption or Distribution until proceeds are received from the Intermediate
Fund (if applicable) or Trading Fund.

     

    (b) The
Sponsor may deduct from any Redemption or Distribution proceeds otherwise
payable to any Member any amount believed or estimated by the Sponsor to be owed
by such Member to the Platform or by the Platform on behalf of such
Member.

     

    (c) In the
case of any given Redemption or Distribution, payment may be delayed, in the
event that it is not possible for the offered Series to withdraw, directly or
indirectly, from the related Trading Fund effective as of the scheduled
Effective Date.

     

    Section
4.6 Exchanges

     

    (a) If more
than one Series are offered by the Platform, Members may Exchange the Units of
the different Series.  Subject to the conditions described below,
Exchanges will be allowed as of the end of each calendar month on the same
notice as is required for Redemptions.  Such Exchanges shall be made
between Units of different Series at their respective Net Asset Values as of the
applicable dates and may be made in such minimums as may be determined by the
Sponsor from time to time.

     

    (b) The
ability to Exchange Units may be restricted or terminated in the sole discretion
of the Sponsor at any time.  The Sponsor is under no obligation to
continue to permit Exchanges.

     

    (c) Units
acquired in an Exchange shall be indistinguishable from Units acquired with a
new subscription.

     

    (d)  No
placement fees, Redemption or Exchange charges shall be assessed on any
Exchange.  Exchanges shall be treated as Redemptions from the Series
from which Units are Exchanged and subscriptions into the Series into which
Units are Exchanged. Only whole Units may be
Exchanged.  Any dollar amounts Exchanged which cannot be reinvested
into whole Units shall be credited to an exchanging Member.  However,
if a Member Exchanges all of the Units of a particular Series owned by such
Member, fractional Units may be Exchanged and any minimum Exchange requirement
shall not apply, at the discretion of the Sponsor.

     

    (e) Members
hereby agree that if the net trading profits of a Series out of which a Member
Exchanges is below such Series’ “high water mark,” the reduction of performance
fees otherwise due in respect to future profits shall be forfeited and shall
have no effect on the calculation of the performance fee due in respect of the
Series into which such Member Exchanges.

     

     

     

    
      
        
        

      

      
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    ARTICLE
V

     

    DISSOLUTION;
REMOVAL OF SPONSOR

     

    Section
5.1 Dissolution.

     

    (a) A Series
shall be terminated only upon the occurrence of one of the following
events:

     

    (i) the
determination of the Sponsor to do so for any reason (for the avoidance of
doubt, the Sponsor shall be entitled, without any violation of any contractual
or fiduciary obligation to any Member, to dissolve any Series at any
time);

     

    (ii) as
required by Law (including the entry of a decree of judicial termination under
Section 18-215 of the Act); or

     

    (iii) the
dissolution of the Platform.

     

    (b)   (i)           Upon
termination of a Series for any reason, such Series shall continue in existence
for the purpose of winding up its affairs, and the assets of such Series shall
be applied by the Sponsor in the order of priority set forth in Sections 18-215
and 18-804 of the Act.  The termination and winding-up of a Series
shall not, in and of itself, cause a dissolution of the Platform or the
termination of any other Series.  The termination of any Series shall
not affect the limitation on liabilities of such Series or any other Series
provided by this Agreement, any Separate Series Agreement, any Certificate of
Formation or the Act.

     

    (ii) Each
Series shall be wound-up in same manner as the Platform, as described
below.

     

    (c) The
Platform shall be dissolved only upon the occurrence of one of the following
events:

     

    (i) the
withdrawal, removal, Bankruptcy or dissolution of the Sponsor, unless the
business of the Platform is continued within 90 days following the occurrence of
such event by the vote or written consent of a majority of the Voting
Rights;

     

    (ii) the
determination of the Sponsor to do so for any reason (for the avoidance of
doubt, the Sponsor shall be entitled, without any violation of any contractual
or fiduciary obligation to any Member to dissolve the Platform at any time);
or

     

    (iii) as
required by Law (including the entry of a decree of judicial termination under
Section 18-215 of the Act);

     

    (d)   (i)           Upon
dissolution of the Platform for any reason, the Platform shall continue in
existence for the purpose of winding up its affairs, and the assets of the
Platform shall be liquidated by the Sponsor.

     

     

    
      
        
        

      

      
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    (ii) The
Sponsor may postpone notice of the dissolution or proposed dissolution of the
Platform or any Series to Members and/or third parties until such time as the
Sponsor determines that doing so would not adversely affect the Platform or any
Member.

     

    (e) As soon
as the Sponsor deems reasonably practicable after the dissolution of the
Platform, the Platform’s assets shall be liquidated and distributed in the
following manner and order of priority to the extent permitted by
Law:

     

    (i) The
claims of all creditors of the Platform which are not Members shall be paid and
discharged;

     

    (ii) The
claims of all creditors of the Platform which are Members shall be paid and
discharged; and

     

    (iii) Any
income, gain or loss during the period of winding up shall be allocated to the
Members in accordance with Article III, and the Members
shall share in the remaining assets of the respective Series equally with
respect to each Unit of such Series held by them.

     

    (f) The
Sponsor shall determine whether any assets of the Platform shall be liquidated
through sale or, alternatively, shall be distributed to the Members in
kind.

     

    (g) Upon the
dissolution of the Platform or a Series, neither the name of the Platform or
such Series nor its good-will, if any, shall be considered to be an asset of the
Platform, such name and its derivatives to be the sole property of the Sponsor
or its designee.  No value shall be placed on the Platform’s or any
Series’ name or good-will for the purpose of liquidation or for any other
purpose during the continuation of the Platform or such Series.

     

    (h) In the
event that the Platform is liquidated, with regard to each Series, Distributions
shall be made only to Units with positive Capital Accounts, in compliance with
applicable Treasury Regulations.

     

    (i) All
Distributions shall be subject to any Reserves that the Sponsor may
establish.

     

    (j) Any
Distributions that would otherwise be made to a Member shall be retained by the
Platform (for Distribution to the other Members) to the extent of any amounts
owed by such Member.

     

    (k) Upon
dissolution of the Platform, no Member shall have any obligation (other than as
may arise under Section 3.10) to make any
Capital Contribution with respect to any deficit Capital Account balance of
Units held by such Member, and no such deficit shall be considered a debt owed
by any such Member to the Platform or to any other Member for any purpose
whatsoever.

     

     

    
      
        
        

      

      
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    Section
5.2 Payment of Dissolution
Proceeds.

     

    Dissolution
proceeds shall be paid out in the same manner as Redemption and Distribution
proceeds pursuant to Section
4.5.

     

    Section
5.3 Removal of the
Sponsor.

     

    (a) Notwithstanding
anything to the contrary (implied or explicit) in this Agreement, a majority of
Voting Rights, not including any Voting Rights held by the Sponsor and/or any of
its Affiliates, of any Series can vote (in a meeting or by written consent) to
remove the Sponsor with respect to such Series and replace the Sponsor with the
third party of their choice, and the majority by Net Asset Value of all
outstanding Units, not including any Units held by the Sponsor and/or any of its
Affiliates, can remove the Sponsor with respect to the Platform and all Series
to the same effect.

     

    (b) To the
extent the Statement of Financial Reporting Standards 46 is modified, including
reducing or eliminating the voting requirement for removing the Sponsor, Section 5.3(a) will be
modified accordingly.

     

     

    ARTICLE
VI

     

    PLATFORM
EXPENSES

     

    Section
6.1 Platform
Expenses.

     

    (a) The
Sponsor shall pay, and each Series shall reimburse the Sponsor for such payment
of, all initial operating costs of any nature related to the
Platform.  The Memorandum will determine how each Series will be
charged the operating and on-going offering costs for the relevant Intermediate
Fund’s (if applicable) and Trading Fund’s operations and business (including the
retention and attraction of capital), the Sponsor’s Fees (if any), the Service
Provider Fee (if any)
and any indemnification expenses provided for in Sections 2.6 and 2.7; provided
that the Series shall not bear any of the Sponsor’s internal expenses such as
office rent, salaries and bonuses.  Such operating costs are allocated
pro rata among the
Units of the applicable Series based on their respective Net Asset
Values.

     

    (b) For the
avoidance of doubt, the operating costs paid by each Series shall be as
described in the Memorandum.

     

    (c) The
Sponsor may retain outside service providers to supply certain services to the
Platform, including, without limitation, tax reporting, legal, accounting and
escrow services.  Operating costs include the respective Series’
allocable share of the fees and expenses of such outside service providers, as
well as the fees and expenses of any Sponsor Party or other service provider
which may provide such (or other) services in the future.

     

     

    
      
        
        

      

      
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    ARTICLE
VII

     

    BOOKS
OF ACCOUNT; REPORTS

     

    Section
7.1 Books of
Account.

     

    (a) The
Platform shall keep its books of account at its principal place of business (or
at such other location as the Sponsor may designate) using a method of
accounting selected by the Sponsor, provided that Capital Accounts shall be
maintained in accordance with the terms of this Agreement.

     

    (b) Notwithstanding
any provisions of this Agreement or any Separate Series Agreement to the
contrary, pursuant to Section 18-215 of the Act, separate and distinct books and
records shall be maintained with respect to each Series.

     

    (c) Members
participating in a Series may inspect the books of account of the Platform with
regard to such Series during normal business hours at the office of the Platform
for any valid, non-commercial, equitable purposes relating to such Member’s
status as a Member or as required by Law.  Members’ inspection rights
shall not include the right to copy any books or records, shall be limited to
the financial ledgers of the Series in which such Members participate or
information relating to a Series in which the Member does not participate and
shall specifically not include the right to inspect:  (i) trading
records; (ii) the Platform’s or any Trading Fund’s portfolio at any point
in time; (iii) proprietary information relating to the strategies
implemented by the Sponsor or any Affiliate thereof on behalf of the Platform;
or (iv) the names or other identifying features of other
Members.

     

    (d) Any
inspection of the Platform’s books and records shall be permitted only upon
reasonable prior notice (no fewer than ten business days) to the Sponsor, and
shall be at the expense of the Member requesting such inspection.

     

    (e) The
accounts of the Platform shall be audited (at the expense of each Series) as of
the close of each Fiscal Year by a nationally recognized independent public
accounting firm selected by the Sponsor.

     

    Section
7.2 Reports.

     

    As soon
as practicable after the end of each Fiscal Year, the Platform shall furnish to
each Member:

     

    (a) the
audited balance sheet and income statement of each Series into which the Member
has invested as of the end of and for such Fiscal Year;

     

    (b) such
Member’s Unit balances as of the end of such Fiscal Year (separately indicating
the Unit balances attributable to each Series);

     

    (c) the
percentage change in the Member’s Unit balances during the latest such Fiscal
Year (separately indicating such change in the Unit balances attributable to
each Series); and

     

     

    
      
        
        

      

      
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    (d) a copy of
Schedule K-l to each Series’ federal income tax return for such Fiscal Year, in
a form sufficient to enable the Member to determine the share of Tax Items
allocable to the Capital Account(s) of such Member’s Units.

     

    Each Series may not be able to deliver
financial statements and Schedule K-1 to its federal income tax return to each
Member prior to the time that such Member is required to file such Member’s
federal income tax returns without extensions, and the Sponsor shall not be
liable to the Platform, any Series or any Member for its inability to do so,
provided that the Sponsor acts in a manner consistent with the standard forth in
Section
2.6.

     

     

    ARTICLE
VIII

     

    MISCELLANEOUS

     

    Section
8.1 Binding Effect;
Creditors.

     

    (a) This
Agreement shall be binding upon and inure to the benefit of the Members, the
Indemnified Parties and their respective successors, permitted assigns, heirs
and legal representatives.

     

    (b) None of
the provisions of this Agreement shall be for the benefit of, or enforceable by,
any creditor of any Member or of the Platform.  No creditor which
makes a loan to a Member or to the Platform may have or acquire, solely as a
result of making such loan, any Units or interest in the profits or property of
the Platform, other than such Units or interest in the profits or property of
the Platform that may be expressly granted to such creditor, with the written
consent of the Sponsor, pursuant to the terms of such loan.

     

    Section
8.2 Notices;
Consents.

     

    All
notices and consents (including votes and waivers) under this Agreement shall be
in writing and shall be deemed to have been duly given if (a) personally
delivered (with receipt thereof acknowledged in writing), (b) sent by facsimile,
electronic mail, digital image file or any other electronic format
(collectively, “Facsimile”), in each
case with receipt of the transmission confirmed (and, unless waived by the
recipient upon such receipt, confirmed by delivery in another manner permitted
hereunder), (c) if mailed by pre-paid certified mail, return receipt requested
or (d) sent by reputable overnight courier (receipt confirmed), in each case to
the parties at the following addresses (or at such other address as the Platform
or a Member may have specified to the other by notice as provided
herein):

     

    (a) If to a
Member, to such Member at the address set forth in such Member’s Subscription
Agreement or other written instrument acceptable to the Sponsor.

     

    (b)   (i)           Notices
given in accordance with this Section 8.2 shall be deemed
given on the date of receipt, if delivered personally or by Facsimile, on the
first business day after being sent by a reputable courier service and on the
third business day after being posted.

     

     

     

    
      
        
        

      

      
        -31-

        
          

        

      

      
        
        

      

    

     

    (ii) Notices
of Redemptions shall be deemed given only when actually received by the
Platform.

     

    (c) Any
notice required hereunder need not be prior notice unless expressly so
specified.

     

    (d) Any
notice period specified herein shall end on the close of business on the day
that is the prescribed number of days following the first day of the relevant
period, unless that day is not a business day, in which case such notice period
shall end as of the close of business on the next succeeding business
day.

     

    Section
8.3 Counterparts; Facsimiles;
Power of Attorney.

     

    (a) This
Agreement may be executed in counterparts with the same effect as if the parties
had all executed the same copy, each of which shall, however, together
constitute one and the same document.

     

    (b) Facsimiles
of executed documents shall, for all purposes of this Agreement and all
transactions into which the Platform enters, have the same force and effect as
executed originals.

     

    (c) The
Platform shall be authorized to accept and execute any instructions given by a
Member in respect of such Member’s Units, either in original signed form or by
Facsimile.  If instructions are given by Facsimile, the Member shall
promptly courier the original signed form to the Sponsor and will indemnify the
Sponsor, the Platform and the Sponsor Parties for any losses or damages suffered
by the Sponsor, the Platform or any Sponsor Party as a result of acting on
Facsimile instructions rather than instructions in original signed form;
provided, however, the failure of a Member to deliver the original signed form
shall not vitiate the instructions contained in the Facsimile.  The
Sponsor, the Platform and the Sponsor Parties are entitled to rely conclusively,
and shall incur no liability in respect of any action taken or omitted, on the
basis of any notice, consent, request, instruction or other instrument believed
in good faith to be genuine or to be signed by properly authorized
persons.

     

    (d) This
Agreement may be executed by power-of-attorney embodied in a Subscription
Agreement or other written instrument with the same effect as if the parties
executing the Subscription Agreement or other written instrument had all
executed the same copy.

     

    Section
8.4 Entire
Agreement.

     

    This
Agreement, together with the Subscription Agreement executed and delivered by
each Member (other than the Sponsor, if applicable) and the Separate Series
Agreement established by each Series, sets forth the entire agreement and
understanding of the parties with respect to the subject matter hereof and
supersedes all prior agreements and undertakings with respect hereto, except
that the foregoing shall not supersede any agreement between any employee or
consultant of a Sponsor Party and such Sponsor Party or between any service
provider and a Sponsor Party or a Sponsor client.

     

     

    
      
        
        

      

      
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    Section
8.5 Amendment.

     

    (a) (i)           Subject
to the provisions of this Section 8.5(a), the terms of
this Agreement (as well as any or all Separate Series Agreements) may be amended
or modified at any time with the consent of the Sponsor and of a majority of the
Voting Rights; provided that amendments or modifications which affect only
certain Series shall require only the consent of the Sponsor and a majority of
the Voting Rights associated with such Series.  The consent of Members
other than the Sponsor may be given through any of the methods provided in Section 8.6.

     

    (ii) The
Sponsor, without obtaining the consent of any Member, may amend this Agreement
(as well as any or all Separate Series Agreements) for any of the following
purposes: (A) in order to correct ambiguities, defects, inconsistencies and
typographical errors; (B) in any respect that does not materially adversely
affect the rights of the Members as a whole; (C) to avoid an Impermissible
Event; and (D) in whatever manner the Sponsor may determine to be necessary
or advisable in order for this Agreement and the Platform to comply with Law or
any contractual provision.

     

    (iii) Notwithstanding
the foregoing, no amendment may be made to this Agreement (or to any Separate
Series Agreement) without the unanimous consent of the Members (given by any of
the methods set forth in Section 8.6), if such
amendment would:  (A) adversely affect the limited liability of the
Members under Law; (B) expose one Series to debts and obligations of any other
Series; or (C) cause the Platform to cease to be treated as a partnership for
federal income tax purposes (unless doing so would increase the net after-tax
return of the Platform’s trading to investors).

     

    (iv) The
Sponsor shall promptly notify all Members of all amendments.

     

    (b) This
Agreement (as well as any or all Separate Series Agreements) may be amended as
provided in Section
8.5(a), irrespective of whether such amendment diminishes a Member’s
rights hereunder; provided, that without such Member’s prior written consent, no
Capital Account(s) of the Units held by the Member may be reduced by any such
amendment.

     

    (c) The
Sponsor may execute, on the Platform’s behalf, any agreement, instrument or
document containing any amendment approved as provided in Section 8.5(a) in any manner
contemplated by Section
8.6.  No such agreement, instrument or document shall require
execution by any Member to be considered valid and in effect.

     

    (d) Any
amendment approved as provided in Section 8.5(a) shall be
treated as if such amendment had been approved by all Members, irrespective of
whether fewer than all Members voted (including as contemplated by Section 8.6) in favor of such
amendment and any amendment shall become valid upon the receipt of sufficient
consents, as described in Section 8.6, and does not
require execution by Members to be considered valid and in effect.

     

    Section
8.6 Consent of the
Members.

     

    Whenever
the Members are asked to vote on or consent to any action relating to the
Platform, including any amendment or modification to this Agreement, whether or
not requiring 

     

    
      
        
        

      

      
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    unanimous consent, a Member may vote in favor of or give
consent to such action either affirmatively or negatively.  Members
shall be deemed to have voted for or consented to such action if the Sponsor
receives no notice of objection from such Member within twenty days of giving
notice to such Member of such action.

     

    Section
8.7 Waivers.

     

    (a) Except as
otherwise expressly provided herein, the Sponsor may waive any provisions of
this Agreement, and may do so with respect to one or more, but not other,
Members (similarly situated or otherwise), provided that the Sponsor reasonably
believes that doing so will not materially adversely affect the
Platform.

     

    (b) No
failure or delay on the part of the Sponsor in exercising any right, power or
remedy hereunder shall operate as a waiver thereof, nor shall any single or
partial exercise of any such right, power or remedy preclude any other or
further exercise thereof or the exercise of any other right, power or
remedy.  Failure on the part of the Platform or the Sponsor to
complain of any act of the other or to declare the other in default under this
Agreement, irrespective of how long such failure continues, shall not constitute
a waiver by the Platform or the Sponsor of its rights with respect to such
default.

     

    (c) No
consent or waiver, express or implied, to or of any breach or default in the
performance of any obligation hereunder, shall constitute a consent to or waiver
of any other breach or default in the performance of the same or of any other
obligation hereunder.

     

    Section
8.8 No
Partition.

     

    (a) Each
Member irrevocably waives any right that such Member might otherwise have had to
maintain any claim for partition with respect to any property of the Platform or
Series or to compel any sale or appraisal of any Platform or Series asset or any
sale or appraisal of a deceased Member’s Units.

     

    (b) The
Members shall not hold undivided interests in any asset of the Platform or
Series, but rather an interest in the Platform itself and the Series themselves,
which shall for all purposes be considered to constitute personal
property.

     

    Section
8.9 Meetings.

     

    (a)   (i)           Although
not contemplated or required, Platform meetings may be called by the Sponsor, at
the expense of the Platform, to consider any Platform matter upon which the
Members may be entitled to vote or for any other purpose related to the business
of the Platform.

     

    (ii) Platform
meetings may include all Members or only Members participating in certain
Series, as the Sponsor may determine.

     

    (b) For the
avoidance of doubt, no Sponsor Party shall have any liability to the Platform or
any Member for any failure to call a meeting under this Section 8.9, provided that


     

     

    
      
        
        

      

      
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    such
Sponsor Party’s conduct in not doing so is consistent with the standard set
forth in Section
2.6.

     

    Section
8.10 Power of
Attorney.

     

    Each
Member hereby irrevocably constitutes and appoints the Sponsor to be such
Member’s true and lawful attorney, in such Member’s name, place and stead, to
make, execute, acknowledge, file and publish, as the Sponsor may deem necessary
or advisable:

     

    (a) all
subscription agreements and other documents relating to the Series investments
in and withdrawals from the Intermediate Funds (if applicable) or Trading
Funds;

     

    (b) any
certificates and other instruments that may be required to be filed by the
Platform under the laws of the State of Delaware or any other governmental
authority having jurisdiction in the premises, or which the Sponsor shall deem
necessary or advisable to file;

     

    (c) any
certificate or other instruments amending or modifying the Certificate of
Formation of the Platform or any Series to evidence any changes in that
Certificate in accordance with the terms of this Agreement;

     

    (d) any
certificates or other instruments that may be required to effect the dissolution
and termination of the Platform and the cancellation of the Certificate of
Formation of the Platform;

     

    (e) this
Agreement, any Separate Series Agreement and any amendment to this Agreement
that the Sponsor is authorized to make in accordance with the terms of this
Agreement and the applicable Separate Series Agreement;

     

    (f) any
documents required in connection with brokerage, counterparty, banking or other
accounts of the Platform; and

     

    (g) any other
documents which the Sponsor may deem necessary or advisable for the conduct of
the business of the Platform.

     

    This
power of attorney is coupled with an interest, and all Members will collectively
rely on the effectiveness hereof.  This power of attorney shall be
irrevocable and shall survive the death or disability of a Member and any
Transfer of the whole or any part of the Units held by a Member and shall be
binding upon any Transferee of all or a portion of such Units.

     

    Section
8.11 Voting
Rights.

     

    (a) Each
Member’s “Voting
Rights” shall be preliminarily determined as equal to the fraction,
expressed as a percentage, the numerator of which is the aggregate balance in
the Capital Accounts of the Units held by such Member as of the beginning of the
month of determination and the denominator of which is the aggregate balances in
the Capital Accounts of all Units as of the beginning of the month of
determination.

     

     

    
      
        
        

      

      
        -35-

        
          

        

      

      
        
        

      

    

     

    (b) Voting
Rights with respect to different matters shall be determined solely in
accordance with respect to the balances attributable to the affected Series, in
the event that only certain Series are affected.

     

    (c) In the
event that a Member indicates in such Member’s Subscription Agreement or by
other written notice to the Sponsor that such Member does not wish to hold
Voting Rights in excess of a specified percentage (which may be 0%) of the
aggregate Voting Rights, the Sponsor, by accepting such Subscription Agreement
or other written notice, shall agree to such Member’s waiving, in whole or in
part, what would otherwise have been such Member’s Voting Rights, and such
waiver shall be irrevocable and such Member shall not exercise any Voting Rights
in excess of such specified percentage.  The Voting Rights so waived
shall thereupon be deemed to be held by the other Members, subject to whatever
limitation on their Voting Rights they may elect by the same process, pro rata in accordance with
their respective Voting Rights.

     

    (d) A Member
may request not only that such Member’s Voting Rights be limited, but that such
Member’s Voting Rights with respect to each Series in which such Member
participates be equally limited.

     

    Section
8.12 Voluntary Limitation on a
Member’s Series Percentage.

     

    (a) A Member
may, in such Member’s Subscription Agreement or by other written notice to the
Sponsor, elect to have the Platform make Distributions to such Member in an
amount so that each of such Member’s Series Percentage shall not exceed, as of
the immediately following calendar quarter-end, 24.9% percent (or any other
specified percentage acceptable to the Sponsor) in the case of any
Series.  No Redemption charges or gate shall be imposed upon any such
Distributions other than those applied by the Trading Fund from which such
Member is indirectly withdrawing.

     

    (b) Each
member acknowledges and agrees that due to the Platform’s limited ability to
withdraw from the Trading Funds, the Platform may not be able to limit Members’
Series Percentage, as contemplated by this Section 8.12.

     

    Section
8.13 Further Information and
Documents.

     

    Each
Member hereby undertakes to furnish to the Sponsor any additional information
that the Sponsor may deem necessary or advisable in order that (a) the Platform,
the Sponsor or any of their respective Affiliates may comply with Law or (b) the
Platform may open and maintain an account or accounts with securities or
commodity brokerage firms.  Each Member further undertakes to execute
and deliver such other agreements, documented statements of interest and
holdings, powers of attorney and other instruments as the Sponsor deems
necessary or advisable for the business of the Platform, provided that the same
are not inconsistent with the terms and provisions of this Agreement and do not
increase the liabilities or obligations of such Member beyond that provided for
in this Agreement.

     

    Section
8.14 GOVERNING LAW; DISPUTE
RESOLUTION.

     

     

     

    
      
        
        

      

      
        -36-

        
          

        

      

      
        
        

      

    

    
      


       

      THIS
AGREEMENT CONTAINS A PREDISPUTE ARBITRATION CLAUSE.  BY SIGNING AN
ARBITRATION AGREEMENT THE PARTIES AGREE AS FOLLOWS:

       

      


    

    (i) ALL
PARTIES TO THIS AGREEMENT ARE GIVING UP THE RIGHT TO SUE EACH OTHER IN COURT,
INCLUDING THE RIGHT TO A TRIAL BY JURY, EXCEPT AS PROVIDED BY THE RULES OF THE
ARBITRATION FORUM IN WHICH A CLAIM IS FILED.

     

    (ii) ARBITRATION
AWARDS ARE GENERALLY FINAL AND BINDING; A PARTY'S ABILITY TO HAVE A COURT
REVERSE OR MODIFY AN ARBITRATION AWARD IS VERY LIMITED.

     

    (iii) THE
ABILITY OF THE PARTIES TO OBTAIN DOCUMENTS, WITNESS STATEMENTS AND OTHER
DISCOVERY IS GENERALLY MORE LIMITED IN ARBITRATION THAN IN COURT
PROCEEDINGS.

     

    (iv) THE
ARBITRATORS DO NOT HAVE TO EXPLAIN THE REASON(S) FOR THEIR AWARD.

     

    (v) THE PANEL
OF ARBITRATORS WILL TYPICALLY INCLUDE A MINORITY OF ARBITRATORS WHO WERE OR ARE
AFFILIATED WITH THE SECURITIES INDUSTRY.

     

    (vi) THE RULES
OF SOME ARBITRATION FORUMS MAY IMPOSE TIME LIMITS FOR BRINGING A CLAIM IN
ARBITRATION.  IN SOME CASES, A CLAIM THAT IS INELIGIBLE FOR
ARBITRATION MAY BE BROUGHT IN COURT.

     

    (vii) THE RULES
OF THE ARBITRATION FORUM IN WHICH THE CLAIM IS FILED, AND ANY AMENDMENTS
THERETO, SHALL BE INCORPORATED INTO THIS AGREEMENT.

     

    (b) THIS
AGREEMENT IS MADE PURSUANT TO AND SHALL BE GOVERNED BY THE LAWS OF THE STATE OF
DELAWARE, NOTWITHSTANDING THE PLACE WHERE THIS AGREEMENT OR ANY SUBSCRIPTION
AGREEMENT IS EXECUTED BY ANY MEMBER OR PROSPECTIVE MEMBER OR THE LOCATION OF ANY
OFFICE, VENTURE OR OPERATION OF THE PLATFORM OR ANY MEMBER.

     

    (c) THE
MEMBERS, THE SPONSOR AND THE PLATFORM (THE “PARTIES”) HEREBY
AGREE THAT THE PARTIES SHALL SUBMIT ALL CONTROVERSIES ARISING AMONG THEM IN
CONNECTION WITH THE PLATFORM OR ITS BUSINESSES OR CONCERNING ANY TRANSACTION,
DISPUTE OR THE CONSTRUCTION, PERFORMANCE OR BREACH OF THIS OR ANY OTHER
AGREEMENT, WHETHER ENTERED INTO PRIOR TO, ON OR SUBSEQUENT TO THE DATE HEREOF TO
ARBITRATION IN ACCORDANCE WITH THE PROVISIONS SET FORTH BELOW:

     

     

     

    
      
        
        

      

      
        -37-

        
          

        

      

      
        
        

      

    

     

    (d) CONTROVERSIES
SHALL BE DETERMINED BY ARBITRATION BEFORE, AND ONLY BEFORE, AN ARBITRATION PANEL
CONVENED BY THE NEW YORK STOCK EXCHANGE, INC. OR THE FINANCIAL INDUSTRY
REGULATORY AUTHORITY, INC. THE PARTIES MAY ALSO SELECT ANY OTHER NATIONAL
SECURITIES EXCHANGE’S ARBITRATION FORUM UPON WHICH THE SPONSOR OR THE SELLING
AGENT IS LEGALLY REQUIRED TO ARBITRATE THE CONTROVERSY. SUCH ARBITRATION SHALL
BE GOVERNED BY THE RULES OF THE ORGANIZATION CONVENING THE PANEL. JUDGMENT ON
ANY AWARD OF ANY SUCH ARBITRATION MAY BE ENTERED IN THE SUPREME COURT OF THE
STATE OF NEW YORK OR IN ANY OTHER COURT HAVING JURISDICTION OF THE PARTY OR
PARTIES AGAINST WHOM SUCH AWARD IS RENDERED. EACH PARTY AGREES THAT THE
DETERMINATION OF THE ARBITRATORS SHALL BE BINDING AND CONCLUSIVE UPON
THEM.

     

    (e) NO PARTY
SHALL BRING A PUTATIVE OR CERTIFIED CLASS ACTION TO ARBITRATION, NOR SEEK TO
ENFORCE ANY PRE-DISPUTE ARBITRATION AGREEMENT AGAINST ANY PARTY WHO HAS
INITIATED IN COURT A PUTATIVE CLASS ACTION; OR WHO IS A MEMBER OF A PUTATIVE
CLASS WHO HAS NOT OPTED OUT OF THE CLASS WITH RESPECT TO ANY CLAIMS ENCOMPASSED
BY THE PUTATIVE CLASS ACTION UNLESS AND UNTIL: (A) THE CLASS CERTIFICATION IS
DENIED; OR (B) THE CLASS IS DECERTIFIED; OR (C) THE PARTY IS EXCLUDED FROM THE
CLASS BY COURT. THE FORBEARANCE TO ENFORCE AN AGREEMENT TO ARBITRATE SHALL NOT
CONSTITUTE A WAIVER OF ANY RIGHTS UNDER THIS AGREEMENT EXCEPT TO THE EXTENT
STATED HEREIN.

     

    (f) EACH
MEMBER HEREBY AGREES THAT SERVICE OF PROCESS MAY BE EFFECTED ON EACH MEMBER IN
THE SAME MANNER AS NOTICES ARE GIVEN PURSUANT TO SECTION 8.2.

     

    Section
8.15 Matters Not Provided For;
Compliance with Law.

     

    (a) The
Sponsor shall be empowered to decide any question arising with respect to the
Platform or this Agreement, and to make such provisions as the Sponsor deems to
be in, or not opposed to, the interests of the Platform, but which are not
specifically set forth herein.

     

    (b) In
addition to the authority granted the Sponsor pursuant to Section 8.15(a), the Sponsor
may, but shall have no obligation to, take any action that the Sponsor deems
necessary or advisable to ensure that the Platform is not in violation of Law or
in breach of any contractual provision, including amending this
Agreement.  The Sponsor shall not, however, be liable or responsible
for any such violation or breach, provided that the Sponsor’s conduct with
respect to such violation or breach is consistent with the standard set forth in
Section
2.6.

     

    (c) To the
extent permissible by Law, in the case of any inconsistency between this
Agreement and the Act, the provisions of this Agreement shall
control.

     

    
      
        
        

      

      
        -38-

        
          

        

      

      
        
        

      

    

    


     

    


     

    Section
8.16 Severability.

     

    In the
event that any provision of this Agreement is held to be invalid or
unenforceable in any jurisdiction, such provision shall be deemed modified to
the minimum extent necessary so that such provision, as so modified, shall no
longer be held to be invalid or unenforceable.  Any such modification,
invalidity or unenforceability shall be strictly limited both to such provision
and to such jurisdiction, and in each case to no other.  Furthermore,
in the event of any such modification, invalidity or unenforceability, this
Agreement shall be interpreted so as to achieve the intent expressed herein to
the greatest extent possible in the jurisdiction in question and otherwise as
set forth herein.

     

    Section
8.17 Indirect
Action.

     

    (a) It is of
the essence to this Agreement that no Member nor the Sponsor be permitted to do
indirectly — by the use of Affiliates, agents, agreements, contracts, reciprocal
business dealings or any other means — that which this Agreement provides that
such Member or the Sponsor not do directly.  Furthermore, it is the
express intent of all Members and the Sponsor that all Members and the Sponsor
shall comply in all respects with the substantive purposes of this Agreement and
that technical compliance shall constitute a breach hereof to the extent that it
contravenes or does not fully achieve such substantive purposes.

     

    (b) The
prohibition on indirect action in Section 8.17(a) shall in no
respect be deemed to be violated by the Sponsor causing the Platform to pay the
expenses of the type enumerated in Article VI.

     

    Section
8.18 Survival.

     

    Those
agreements and undertakings set forth herein which by their terms contemplate
that they shall survive the withdrawal of a Member or the termination of the
Platform shall do so.

     

    Section
8.19 Confidentiality; Tax
Confidentiality.

     

    (a) Each
Member acknowledges that the business and assets of the Platform and the Sponsor
Parties are confidential and involve a wide range of proprietary information,
including trade secrets and financial or commercial information, and that
disclosure of any such information may cause competitive harm to the Platform
and/or the Sponsor Parties.

     

    (b) All
information with respect to such business and assets shall be presumed
confidential and proprietary unless the Sponsor otherwise so indicates in
writing.  Each Member covenants that, except with the prior written
consent of the Sponsor, it has and it shall at all times keep confidential and
not, directly or indirectly, disclose, divulge, furnish or
make  accessible to anyone, or use in any manner that would be adverse
to the interests of the Platform or any Sponsor Party, any confidential or
proprietary information to which such Member has been or shall become privy
relating to the business or assets of the Platform or of any of the Sponsor
Parties, except with the written approval of the Sponsor or except for
information that is otherwise publicly available (other than information made
publicly available by a Member relying on this exemption in disclosing such
information) or as required to be disclosed by Law; provided, that before any
disclosure of information otherwise subject to this Section 8.19(b) on


     

     

     

    
      
        
        

      

      
        -39-

        
          

        

      

      
        
        

      

    

     

     

    the
grounds that such information has otherwise become public or is required by Law,
the Member proposing to make such disclosure shall so inform the Sponsor and
shall give the Sponsor, to the greatest extent reasonably practicable, an
opportunity to contest whether such information has in fact otherwise been made
public or is required by Law to be disclosed.  Such Member shall only
disclose such information if, and to the extent that, such disclosure is
affirmatively determined to be permitted on the basis of such information
otherwise having been made public or the disclosure being required by
Law.  A Member may, however, share such information with such Member’s
investment advisers, beneficial owners, accountants, attorneys, and spouses
(“Permitted
Confidants”); provided, that such Member’s Permitted Confidants undertake
to hold such information strictly confidential to the same extent set forth
herein, and not in any manner or respect to use any of such information for
their personal gain; and provided further, that each Member accepts full
liability for any unauthorized use or disclosure of such information by such
Member’s Permitted Confidants.

     

    (c) Without
limiting the generality of the foregoing, confidential and proprietary
information shall include:  (i) any confidential information regarding
any Trading Fund or Trading Advisor or the Sponsor; (ii) any information
regarding a Member; (iii) the performance record of the Platform and any
other financial results or data of the Platform; and (iv) any communication from
any Sponsor Party or any of its representatives or Affiliates.  For
the avoidance of doubt, no Member (other than the Sponsor, if applicable) may
provide information concerning the Platform to any party that it has reason to
believe shall disseminate such information in any form.

     

    (d) Notwithstanding
any other provision of this Agreement, the Sponsor may keep confidential from
the Members any information (i) the Sponsor reasonably believes to be in the
nature of trade secrets; (ii) the disclosure of which the Sponsor reasonably
believes is not in the best interest of the Platform or could damage the
Platform or its business; or (iii) which the Platform is required by Law or
agreement to keep confidential; provided that the fact that the Sponsor has
disclosed certain information shall not imply that such information does not
constitute information described in clauses (i)-(iii)
above.

     

    (e) Each
Member agrees that the Platform, the affected Series and the Sponsor would be
subject to potentially irreparable injury as a result of any breach by such
Member of the covenants and agreements set forth in this Section 8.19, and that
monetary damages would not be sufficient to compensate or make whole either the
Platform, the affected Series or the Sponsor for any such
breach.  Accordingly, each Member agrees that the Platform, the
affected Series and the Sponsor, separately or together, shall be entitled to
equitable and injunctive relief, on an emergency, temporary, preliminary and/or
permanent basis, to prevent any such breach or the continuation
thereof.

     

    Section
8.20 No Waiver of Federal or
State Securities Law Claims.

     

    None of
the various exculpatory or indemnification provisions hereof are to be
interpreted as in any respect resulting in a Member waiving any rights or claims
which such Member may have under any federal or state securities
laws.

     

     

    
      
        
        

      

      
        -40-

        
          

        

      

      
        
        

      

    

    


     

    Section
8.21 Investment in Accordance
with Law.

     

    Each
Member that is, or is investing assets on behalf of, an “employee benefit plan,”
as defined in, and subject to the fiduciary responsibility provisions of, ERISA,
or a “plan,” as defined in and subject to Section 4975 of the Code (each such
employee benefit plan and plan, a “Plan”), and each
fiduciary thereof who has caused the Plan to become a Member (a “Plan Fiduciary”),
represents and warrants that (a) the Plan Fiduciary has considered an investment
in the Platform for such Plan in light of the risks relating thereto; (b) the
Plan Fiduciary has determined that, in view of such considerations, the
investment in the Platform for such Plan is consistent with the Plan Fiduciary’s
responsibilities under ERISA; (c) the investment in the Platform by the Plan
does not violate and is not otherwise inconsistent with the terms of any legal
document constituting the Plan or any trust agreement thereunder; (d) the Plan’s
investment in the Platform has been duly authorized and approved by all
necessary parties; (e) none of the Sponsor, any Trading Advisor of a Series in
which the Plan is investing, the Administrator, the Clearing Broker, any
individual registered representative of any Selling Agent who facilitated the
Plan’s investment in the Platform (each, a “Financial Advisor”),
any of their respective affiliates or any of their respective agents or
employees:  (i) has investment discretion with respect to the
investment of assets of the Plan used to purchase Units; (ii) has authority or
responsibility to or regularly gives investment advice with respect to the
assets of the Plan used to purchase Units for a fee and pursuant to an agreement
or understanding that such advice will serve as a primary basis for investment
decisions with respect to the Plan and that such advice will be based on the
particular investment needs of the Plan; or (iii) is an employer maintaining or
contributing to the Plan; and (f) the Plan Fiduciary (i) is authorized to make,
and is responsible for, the decision for the Plan to invest in the Platform,
including the determination that such investment is consistent with the
requirement imposed by Section 404 of ERISA that Plan investments be diversified
so as to minimize the risks of large losses; (ii) is independent of the Sponsor,
each Trading Advisor of each Series in which the Plan is investing, the
Administrator, the Clearing Broker, each Financial Advisor, each Selling Agent,
and each of their respective Affiliates, and (iii) is qualified to make such
investment decision.

     

    
      
        
        

      

      
        -41-

        
          

        

      

      
        
        

      

    


    


     

    IN WITNESS WHEREOF, the
parties hereto have executed this Agreement as of the date first above
written.

     

    
      
        	 	
                SPONSOR

                 

                ALPHAMETRIX,
      LLC

              	 
	 	 	 	 
	
                 

              	
                By:
      

              	 	 
	 	 	Name: 
      Aleks Kins	 
	 	 	Title:  
       President and Chief Executive	 
	 	 	     Officer	 


      



     

          

     

     

    
      
        
        

      

      
        -42-

        
          

        

      

      
        
        

      

    

     

     

     

    
 

    EXHIBIT
A

     

    SEPARATE
SERIES AGREEMENT

     

    THIS
SEPARATE SERIES AGREEMENT, dated as of ______, 200_ (this “Series Agreement”),
is entered into by and between the undersigned.  Capitalized terms
used herein and not otherwise defined are used as defined in the Limited
Liability Company Agreement of AlphaMetrix Managed Futures III LLC dated as of
October 26, 2009 (as amended from time to time, the “Master
Agreement”).

     

    RECITALS

     

    WHEREAS,
AlphaMetrix Managed Futures III LLC (the “Platform”)
was  formed as a Delaware limited liability company pursuant to and is
governed by the Delaware Limited Liability Company Act, 6 Del. C. § 18-101,
et seq., as amended from
time to time (the “Act”) and the Master
Agreement;

     

    WHEREAS,
the Platform hereby desires to establish and designate a new Series (the “New Series”);
and

     

    WHEREAS,
it is intended by the parties that the debts, liabilities, obligations and
expenses incurred, contracted for or otherwise existing with respect to the New
Series be enforceable only against the assets of the New Series, and not against
the assets of the Platform generally or any other Series, and none of the debts,
liabilities, obligations and expenses incurred, contracted for or otherwise
existing with respect to the Platform generally shall be enforceable against the
assets of the New Series.

     

    NOW
THEREFORE, in consideration of the mutual promises and obligations contained
herein, the parties hereto, intending to be legally bound, hereby agree as
follows:

     

    I.           CREATION OF
SERIES.

     

    1.           New
Series.

     

    In
accordance with the Master Agreement, the Platform hereby establishes and
designates the New Series, which shall be a “Series” for purposes of the Master
Agreement.   For all purposes of the Act, this Series Agreement,
together with each other Separate Series Agreement and the Master Agreement
constitute the “limited liability company agreement” of the Platform within the
meaning of the Act.  The terms and provisions of this Series Agreement
may have the effect of altering, supplementing or amending the terms and
provisions of the Master Agreement with respect to the New Series.

     

    2.           Name of New
Series.

     

    The name
of the New Series created by this Series Agreement shall be AlphaMetrix Managed
Futures III LLC (______ Series).

     

     

    
      
        
        

      

      
        Exh.-1

        
          

        

      

      
        
        

      

    

     

    3.           Trading
Fund.

     

    The New
Series will invest substantially all of its capital, directly or indirectly, in
[Trading Fund] (the
“Trading
Fund”).  Notwithstanding anything in the Master Agreement to
the contrary, but subject to Section 2.1 of the Master
Agreement, the Sponsor, on behalf of the Platform on behalf of the New Series,
is hereby authorized and instructed to execute and deliver the Subscription
Agreement for the Platform and any and all other documents, agreements or
certificates contemplated by, or related to, the New Series’ investments in the
Trading Fund.

     

    4.           For
federal income tax purposes, the New Series intends that it will be treated as
separate business entity and shall be treated as a separate
partnership.  The Sponsor shall make entity classification elections
as under the applicable Treasury Regulations, as necessary, for the New Series
to be treated as a separate partnership.

     

    II.           MISCELLANEOUS
PROVISIONS.

     

    1.           Incorporation by
Reference.

     

    “Article
VIII — Miscellaneous” of the Master Agreement is hereby incorporated by
reference into this Series Agreement, and shall apply to this Series Agreement,
mutatis mutandis, as if
set forth in full herein.

     

    2.           Execution of Additional
Instruments.

     

    Each
party hereto hereby agrees to execute such other and further statements of
interests and holdings, designations and other instruments necessary to comply
with applicable Law, as determined by the Sponsor in its
discretion.

     

    3.           Counterparts.

     

    This
Series Agreement may be executed in counterparts with the same effect as if the
parties had all executed the same copy.  Facsimiles, digital image
files or any other electronic format of executed documents shall, for all
purposes of this Series Agreement, have the same force and effect as executed
originals.

     

    


     

    [The
remainder of this page is intentionally left blank.]

     

    
      
        
        

      

      
        Exh.-2

        
          

        

      

      
 

    

    IN WITNESS WHEREOF, the
parties hereto have executed this Separate Series Agreement as of the date first
above written.

     

     

    
       

      
        
          	 	
                  SPONSOR

                   

                  ALPHAMETRIX,
      LLC

                	 
	 	 	 	 
	
                   

                	
                  By:
      

                	 	 
	 	 	Name: 
      Aleks Kins	 
	 	 	Title:  
       President and Chief Executive	 
	 	 	     Officer	 


        



       

        

    

     

     

    
      
        Exh.-3