**Exhibit 3.01**

 

***Delaware***

*The firstState*

 

*I, HARRIET SMITH WINDSOR, SECRETARYOF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE ANDCORRECT COPY OF THE RESTATED CERTIFICATE OF “MiL APM GLOBAL COMMODITYFUTURESACCESS LLC”, CHANGING ITS NAME FROM “ML APM GLOBAL COMMODITYFUTURESACCESS LLC” TO “SYSTEMATIC MOMENTUM II LLC”**, FILED IN THISOFFICE ON THE THIRTY-FIRST DAY OF OCTOBER, A.D. 2008, AT 6:53 O’CLOCK P.M.*

 

*AND I DO HEREBY FURTHER CERTIFY THATTHE EFFECTIVE DATE OF THE AFORESAID RESTATED CERTIFICATE IS THE FIRST DAY OFDECEMBER, A.D. 2008, AT 12 O’CLOCK A.M.*

 

 
|  

 

***4185326  8100***

*** ***

***081085206***

*You may verify this certificate online  at corp.delaware.gov/authver.shtml* |  |   |
|-------------------------------------------------------------------------------------------------------------------------------------------------------|--|--------|
| Harriet Smith Windsor, Secretary of  State

***AUTHENTICATION: 6950230***

** **

***DATE:  11-05-08***

                                   |

 

1

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| *State of Delaware*              |     |
|----------------------------------|----------|
| *Secretary of State*             |     |
| *Division of Corporations*       |     |
| *Delivered 06:59 PM 10/31/2008*  |     |
| *FILED 06:53 PM 10/31/2008*      | * * |
| *SRV 081085206*- *4185326  FILE* |     |

 

**AMENDED AND RESTATED**

 

**CERTIFICATE OF FORMATION**

 

**OF**

** **

**ML APM GLOBAL COMMODITYFUTURESACCESS LLC**

 

This Amended and Restated Certificate ofFormation of ML APM Global Commodity FuturesAccess LLC, dated as of the 27th day of October, 2008, has beenduly executed and is being filed by Stephen M. Miller, as an authorized person,in accordance with Section 18-208 of the Delaware Limited LiabilityCompany Act (6 Del.C. §18-208) to amend and restate the originalCertificate of Formation, which was filed on July 5, 2006 under the nameML APM Global Commodity FuturesAccess LLC with the Secretary of State of theState of Delaware (the “Certificate”), to form a limited liability companyunder the Delaware Limited Liability Company Act (6 Del.C. §18-101, etseq.).

 

The Certificate is hereby amended andrestated in its entirety to read as follows:

 

FIRST.                                   The name of the limited liability company is SystematicMomentum II LLC.

 

SECOND.                    The address of the registered office of thelimited liability company in the State of Delaware is c/o The Corporation TrustCompany, Corporation Trust Center, 1209 Orange Street, Wilmington, New CastleCounty, Delaware 19801.

 

THIRD.                               The name and address of the registered agentfor service of process on the limited liability company in the State ofDelaware is The Corporation Trust Company, Corporation Trust Center, 1209Orange Street, Wilmington, New Castle County, Delaware 19801.

 

FOURTH:                   The future effective date and time of thisAmended and Restated Certificate of Formation is December 1, 2008 at 12:00a.m. Eastern Standard Time.

 

IN WITNESS WHEREOF, the undersigned has executed thisAmended and Restated Certificate of Formation as of the date first abovewritten.

 
|   |                   |
|--------|-------------------|
|   | Stephen M. Miller |
|   | Authorized Person |

 

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