**EXHIBIT 3.02**

 

**ML SYSTEMATIC MOMENTUM FUTURESACCESS LLC**

** **

**AMENDED AND RESTATEDLIMITED LIABILITY COMPANYOPERATING AGREEMENT**

 

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**THE UNITS OF LIMITED LIABILITY COMPANY INTERESTCREATED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, ASAMENDED, OR ANY STATE SECURITIES ACT, AND MAY NOT BE SOLD, TRANSFERRED,PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER APPLICABLE SECURITIES LAWSAND WITH THE CONSENT OF THE SPONSOR.**

 

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**Merrill Lynch Alternative Investments LLC**

** **

**Sponsor**

** **

**November 30, 2009**

 

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**ML SYSTEMATICMOMENTUM FUTURESACCESS LLC**

**AMENDED AND RESTATEDLIMITED LIABILITY COMPANY OPERATING AGREEMENT**

** **

**TABLE OF CONTENTS**

** **
| **ARTICLE I ORGANIZATION**                                                                                                  |   |
|-----------------------------------------------------------------------------------------------------------------------------|--------|
|                                                                                                                        |   |
| SECTION 1.01. OBJECTIVES AND PURPOSES                                                                                  | 1      |
|                                                                                                                        |   |
| SECTION 1.02. INVESTMENT OF CASH RESERVES                                                                              | 2      |
|                                                                                                                        |   |
| SECTION 1.03. FISCAL YEAR; ACCOUNTING PERIODS                                                                          | 3      |
|                                                                                                                        |   |
| SECTION 1.04. REGISTERED AGENT AND OFFICE; PRINCIPAL  OFFICE                                                           | 3      |
|                                                                                                                        |   |
| SECTION 1.05. TERM                                                                                                     | 3      |
|                                                                                                                        |   |
| SECTION 1.06. NON-ASSIGNABILITY OF UNITS; SUBSTITUTED  INVESTORS; LIMITED ASSIGNABILITY OF THE SPONSOR’S INTEREST | 3      |
|                                                                                                                        |   |
| SECTION 1.07. LIABILITY OF INVESTORS                                                                                   | 4      |
|                                                                                                                        |   |
| **ARTICLE II CAPITAL AND TAX  ALLOCATIONS**                                                                                 |   |
|                                                                                                                        |   |
| SECTION 2.01. CAPITAL CONTRIBUTIONS                                                                                    | 4      |
|                                                                                                                        |   |
| SECTION 2.02. OPENING CAPITAL ACCOUNTS                                                                                 | 6      |
|                                                                                                                        |   |
| SECTION 2.03. FINANCIAL ALLOCATIONS AMONG THE UNITS                                                                    | 7      |
|                                                                                                                        |   |
| SECTION 2.04. NET ASSET VALUE                                                                                          | 7      |
|                                                                                                                        |   |
| SECTION 2.05. SPONSOR’S FEES; OPERATING EXPENSES                                                                  | 8      |
|                                                                                                                        |   |
| SECTION 2.06. ALLOCATION OF PROFITS AND LOSSES FOR  FINANCIAL PURPOSES                                                 | 9      |
|                                                                                                                        |   |
| SECTION 2.07. ALLOCATION OF PROFITS AND LOSSES FOR  INCOME TAX PURPOSES                                                | 9      |
|                                                                                                                        |   |
| SECTION 2.08. CHARGEBACKS TO CURRENT OR FORMER  INVESTORS                                                              | 11     |
|                                                                                                                        |   |
| SECTION 2.09. PROCESSING OF SUBSCRIPTIONS                                                                              | 12     |
|                                                                                                                        |   |
| SECTION 2.10. VALUATION OF ASSETS                                                                                      | 12     |
|                                                                                                                        |   |
| SECTION 2.11. USE OF ESTIMATES                                                                                         | 13     |
|                                                                                                                        |   |
| SECTION 2.12. ACCOUNTING PRACTICES                                                                                     | 13     |
|                                                                                                                        |   |
| **ARTICLE III PARTICIPATION IN  SYSTEMATIC MOMENTUM FUTURESACCESS PROPERTY; REDEMPTIONS AND DISTRIBUTIONS**                 |   |
|                                                                                                                        |   |
| SECTION 3.01. NO UNDIVIDED INTERESTS IN SYSTEMATIC  MOMENTUM FUTURESACCESS PROPERTY                                    | 14     |
|                                                                                                                        |   |
| SECTION 3.02. REDEMPTIONS OF UNITS; EXCHANGES                                                                          | 14     |
|                                                                                                                        |   |
| SECTION 3.03. WITHDRAWALS OF CAPITAL BY THE SPONSOR                                                                    | 15     |
|                                                                                                                        |   |
| SECTION 3.04. MANDATORY REDEMPTIONS                                                                                    | 15     |

 

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| **TABLE OF CONTENTS (cont.)**                                                           |   |
|-----------------------------------------------------------------------------------------|--------|
|                                                                                    |   |
| SECTION 3.05. MANDATORY REDEMPTIONS TO PAY TAXES                                   | 15     |
|                                                                                    |   |
| SECTION 3.06. DISTRIBUTIONS                                                        | 15     |
|                                                                                    |   |
| SECTION 3.07. FORM OF DISTRIBUTION AND REDEMPTION  PAYMENTS                   | 15     |
|                                                                                    |   |
| SECTION 3.08. REMOVAL OF THE SPONSOR                                               | 16     |
|                                                                                    |   |
| **ARTICLE IV WITHDRAWAL OF THE  SPONSOR AND INVESTORS**                                 |   |
|                                                                                    |   |
| SECTION 4.01. WITHDRAWAL OF THE SPONSOR                                            | 16     |
|                                                                                    |   |
| SECTION 4.02. WITHDRAWAL OF AN INVESTOR                                            | 16     |
|                                                                                    |   |
| SECTION 4.03. STATUS AFTER WITHDRAWAL                                              | 16     |
|                                                                                    |   |
| **ARTICLE V MANAGEMENT**                                                                |   |
|                                                                                    |   |
| SECTION 5.01. AUTHORITY OF THE SPONSOR                                             | 17     |
|                                                                                    |   |
| SECTION 5.02. SERVICE PROVIDERS; INVESTMENTS; ACCOUNTS                             | 17     |
|                                                                                    |   |
| SECTION 5.03. ACTIVITIES OF THE SPONSOR PARTIES                                    | 17     |
|                                                                                    |   |
| SECTION 5.04. SERVICES PERFORMED FOR SYSTEMATIC  MOMENTUM FUTURESACCESS            | 18     |
|                                                                                    |   |
| SECTION 5.05. INTERESTED PARTIES                                                   | 18     |
|                                                                                    |   |
| SECTION 5.06. EXCULPATION                                                          | 18     |
|                                                                                    |   |
| SECTION 5.07. INDEMNIFICATION                                                      | 19     |
|                                                                                    |   |
| SECTION 5.08. FUTURESACCESS FUNDS’ STANDARD OF  LIABILITY AND INDEMNIFICATION | 19     |
|                                                                                    |   |
| SECTION 5.09. INVESTORS’ TRANSACTIONS                                         | 19     |
|                                                                                    |   |
| SECTION 5.10. RELIANCE BY THIRD PARTIES                                            | 19     |
|                                                                                    |   |
| SECTION 5.11. REGISTRATION OF ASSETS                                               | 19     |
|                                                                                    |   |
| SECTION 5.12. LIMITATION ON AUTHORITY OF THE SPONSOR                               | 19     |
|                                                                                    |   |
| **ARTICLE VI ADMISSION OF  INVESTORS**                                                  |   |
|                                                                                    |   |
| SECTION 6.01. PROCEDURE AS TO NEW INVESTORS                                        | 20     |
|                                                                                    |   |
| SECTION 6.02. PROCEDURE AS TO NEW MANAGERS                                         | 20     |
|                                                                                    |   |
| **ARTICLE VII BOOKS OF ACCOUNT;  AUDITS; REPORTS TO INVESTORS**                         |   |
|                                                                                    |   |
| SECTION 7.01. BOOKS OF ACCOUNT                                                     | 20     |
|                                                                                    |   |
| SECTION 7.02. ANNUAL AUDIT                                                         | 20     |
|                                                                                    |   |
| SECTION 7.03. INTERIM REPORTS                                                      | 21     |
|                                                                                    |   |
| **ARTICLE VIII CONFLICTS OF  INTEREST**                                                 |   |
|                                                                                    |   |
| SECTION 8.01. INVESTORS’ CONSENT                                              | 21     |
|                                                                                    |   |
| SECTION 8.02. INVESTORS’ REPRESENTATIVE                                       | 21     |

 

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**TABLE OF CONTENTS (cont.)**

 
| **ARTICLE IX DISSOLUTION AND  WINDING UP**                                       |   |
|----------------------------------------------------------------------------------|--------|
|                                                                             |   |
| SECTION 9.01. EVENTS OF DISSOLUTION                                         | 22     |
|                                                                             |   |
| SECTION 9.02. DISSOLUTION                                                   | 22     |
|                                                                             |   |
| **ARTICLE X MISCELLANEOUS  PROVISIONS**                                          |   |
|                                                                             |   |
| SECTION 10.01. INVESTORS NOT TO CONTROL                                     | 23     |
|                                                                             |   |
| SECTION 10.02. POWER OF ATTORNEY                                            | 23     |
|                                                                             |   |
| SECTION 10.03. AMENDMENTS; CONSENTS                                         | 23     |
|                                                                             |   |
| SECTION 10.04. NOTICES                                                      | 24     |
|                                                                             |   |
| SECTION 10.05. LEGAL EFFECT; MANNER OF EXECUTION                            | 24     |
|                                                                             |   |
| SECTION 10.06. ENTIRE AGREEMENT                                             | 24     |
|                                                                             |   |
| SECTION 10.07. GOVERNING LAW                                                | 24     |
|                                                                             |   |
| SECTION 10.08. CONSENT TO JURISDICTION                                      | 24     |
|                                                                             |   |
| SECTION 10.09. “TAX MATTERS PARTNER”; TAX ELECTIONS               | 24     |
|                                                                             |   |
| SECTION 10.10. DETERMINATION OF MATTERS NOT PROVIDED  FOR IN THIS AGREEMENT | 25     |
|                                                                             |   |
| SECTION 10.11. NO PUBLICITY                                                 | 25     |
|                                                                             |   |
| SECTION 10.12. SURVIVAL                                                     | 25     |
|                                                                             |   |
| SECTION 10.13. WAIVERS                                                      | 25     |
|                                                                             |   |
| SECTION 10.14. VOTING RIGHTS                                                | 25     |
|                                                                             |   |
| SECTION 10.15. ISSUANCE OF DIFFERENT CLASSES                                | 25     |
|                                                                             |   |
| SECTION 10.16. COMPLIANCE WITH THE ADVISERS ACT;  SECURITIES LAWS           | 25     |
|                                                                             |   |
| SECTION 10.17. AMENDMENT AND RESTATEMENT                                    | 25     |

 

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TESTIMONIUM

SIGNATURES

 

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**ML SYSTEMATIC MOMENTUM FUTURESACCESS LLC**

** **

**AMENDED AND RESTATEDLIMITED LIABILITY COMPANY OPERATING AGREEMENT**

** **

THIS AMENDED AND RESTATEDLIMITED LIABILITY COMPANY OPERATING AGREEMENT (“Agreement”) dated November 30,2009 of ML Systematic Momentum FuturesAccess LLC (“Systematic MomentumFuturesAccess”) by and among Merrill Lynch Alternative Investments LLC, aDelaware limited liability company (the “Sponsor”), and those persons who shallinvest in the units of limited liability company interest (“Units”) createdpursuant to this Agreement — Class A, Class C, Class D  Class I and such other classes as may beestablished in the future — and shall therefore be admitted as members (suchmembers being hereinafter sometimes referred to collectively as “Investors”; providedthat for purposes of voting, Units held by the Sponsor shall not be consideredto be held by an Investor).

 

WHEREAS, the partieshereto desire to continue Systematic Momentum FuturesAccess, a limitedliability company under the provisions of the Delaware Limited LiabilityCompany Act (the “Act”), which shall allocate and reallocate under thedirection of the Sponsor its capital among the single-advisor funds included inthe Merrill Lynch FuturesAccessSM Program (“FuturesAccess”); such other funds tobe hereinafter sometimes referred to as “FuturesAccess Funds.”

 

WHEREAS, the Sponsor isthe sponsor of Systematic Momentum FuturesAccess and the sponsor and manager ofeach of the FuturesAccess Funds for purposes of the Act.

 

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

 

WHEREAS, the partieshereby desire to set forth the terms pursuant to which Systematic MomentumFuturesAccess shall be governed.

 

NOW, THEREFORE, inconsideration of the premises, the mutual agreements herein contained and othergood and valuable consideration, the receipt and sufficiency of which arehereby acknowledged, the parties hereto agree as follows:

 

# **ARTICLE IORGANIZATION**

# ** **

## SECTION 1.01.  OBJECTIVES AND PURPOSES.

##  

### (a)                                 SystematicMomentum FuturesAccess shall have the following objectives and purposes:

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#### (i)                                    toallocate and reallocate its capital among different FuturesAccess Funds underthe direction of the Sponsor, attempting to achieve consistently highrisk-adjusted returns by implementing an active multi-advisor managed futuresprogram;

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#### (ii)                                 tomaintain such cash reserves as the Sponsor may from time to time deem to beappropriate and to invest and manage all such cash reserves; and

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#### (iii)                              toengage in any other lawful act or activity within and without the United Statesfor which limited liability companies may be organized under the laws of theState of Delaware.

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### (b)                                SystematicMomentum FuturesAccess, and the Sponsor on behalf of Systematic MomentumFuturesAccess, shall have the power to enter into, make and perform allcontracts and other undertakings, and engage in all activities and transactionsas may be necessary or advisable to the carrying out of the foregoing purposes,including, without limitation, the power:

 

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#### (i)                                    toinvest in and redeem from FuturesAccess Funds, allocating and reallocating itscapital among FuturesAccess Funds in the discretion of the Sponsor;

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#### (ii)                                 indirectlyto trade futures, forwards, options and other instruments, on margin andotherwise, through investing in FuturesAccess Funds;

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#### (iii)                              toborrow money from banks or brokers by hypothecation or pledge of all or part ofthe assets of Systematic Momentum FuturesAccess;

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#### (iv)                             toexercise, as applicable, all rights, powers, privileges and other incidents ofownership or possession with respect to the assets of Systematic MomentumFuturesAccess;

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#### (v)                                toopen, maintain and close bank, brokerage and other accounts;

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#### (vi)                             toprepare and file all tax returns required of Systematic Momentum FuturesAccessand make any election or determination on behalf of Systematic MomentumFuturesAccess in connection therewith or as otherwise required or permitted byapplicable tax laws;

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#### (vii)                          tobring, defend, compromise and settle legal actions or other claims on behalf ofSystematic Momentum FuturesAccess;

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#### (viii)                       tomaintain insurance on behalf of Systematic Momentum FuturesAccess, includingindemnification insurance; and

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#### (ix)                               totake any and all such actions as the Sponsor may deem to be necessary oradvisable in connection with the foregoing.

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## SECTION 1.02.  INVESTMENT OF CASH RESERVES.  The Sponsor shall allocate and reallocateSystematic Momentum FuturesAccess’ capital among different FuturesAccess Funds,attempting to adapt Systematic Momentum FuturesAccess’ overall portfolio tochanging market conditions while also achieving diversification in the tradingstrategies implemented for Systematic Momentum FuturesAccess.

##  

The FuturesAccess Fundsamong which Systematic Momentum FuturesAccess allocates its capital may executetransactions in commodity interests, currency interests, swap agreements, andany other manner of instruments, on either a principal or an agency basis, withor through affiliates of the Sponsor (the Sponsor and such affiliates beinghereafter referred to as “Merrill Lynch”) or third parties.  The sole clearing broker and the principalforward trading counterparty for the FuturesAccess Funds among which theSponsor allocates and reallocates Systematic Momentum FuturesAccess’ capitalshall be Merrill Lynch unless the Sponsor otherwise determines and such changeis not materially adverse to the interests of the Investors.

 

The FuturesAccess Fundsamong which the Sponsor allocates and reallocates Systematic MomentumFuturesAccess’ capital shall deposit all or substantially all of their capitalwith Merrill Lynch or any other clearing brokers selected by the Sponsorpursuant to the arrangements described in the “Part One (A) ConfidentialProgram Disclosure Document: FuturesAccessSM Program General Information,” the “Part One(B) Confidential Program Disclosure Document: Trading Advisor Information”and the “Part  Two Confidential Program Disclosure Document: Statement ofAdditional Information,” as they may be updated or supplemented from time totime (collectively, the “Confidential Program Disclosure Document”), allInvestors acknowledging that Merrill Lynch will not only receive futuresbrokerage commissions and bid-ask spreads from the FuturesAccess Funds but alsowill retain significant economic benefits from the possession of the FuturesAccessFunds’ assets (including assets representing Systematic Momentum FuturesAccess’investment in such FuturesAccess Fund) in addition to the interest whichMerrill Lynch will credit to Systematic Momentum FuturesAccess’ account.  In addition, the Sponsor may maintainSystematic Momentum FuturesAccess’ reserve assets (as well as those of theFuturesAccess Funds) in deposit or similar accounts with, or in money marketfunds advised or sponsored by, one 

 

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or more affiliates of theSponsor, which affiliates may benefit from the possession of such assets, aswell as with unaffiliated entities.  Theinterest paid by such affiliated and unaffiliated entities on SystematicMomentum FuturesAccess’ and the FuturesAccess Funds’ cash so invested will bepaid to Systematic Momentum FuturesAccess or such FuturesAccess Funds, as thecase may be.  However, neither theSponsor nor any of its affiliates (or any third parties) will be obligated toaccount to Systematic Momentum FuturesAccess, any FuturesAccess Fund or anyInvestor for the additional economic benefits which the Sponsor or any suchaffiliate may derive from possession of Systematic Momentum FuturesAccess’assets.

 

## SECTION 1.03.  FISCAL YEAR; ACCOUNTING PERIODS.  The fiscal year of Systematic MomentumFuturesAccess shall end on each December 31.  Systematic Momentum FuturesAccess’ accountingperiods (“Accounting Periods”), as of the end of each of which increases anddecreases in Systematic Momentum FuturesAccess’ “Net Assets” (as defined in **Section 2.04**) — as notified to the Sponsor by theFuturesAccess Funds in which the Sponsor invests Systematic MomentumFuturesAccess’ capital — shall be calculated and reflected in the “Net AssetValue” (as defined in **Section 2.04**)of the Units issued by Systematic Momentum FuturesAccess, shall begin: (i) asof the day that Systematic Momentum FuturesAccess first begins operations; (ii) asof the day that any Unit is issued; (iii) as of the day immediatelyfollowing any redemption of Units or withdrawal from an Investor’s CapitalAccount; (iv) as of the beginning of each calendar month; and (v) asof such other day as the Sponsor may determine. An Accounting Period shall end on the day immediately preceding thebeginning of the next Accounting Period.

##  

## SECTION 1.04.  REGISTERED AGENT AND OFFICE; PRINCIPALOFFICE.  Systematic MomentumFuturesAccess shall maintain in the State of Delaware a registered agent andoffice.  The identity and location ofsaid registered agent and office shall be determined by the Sponsor, and may bechanged from time to time by the Sponsor.

##  

The initial registeredoffice of Systematic Momentum FuturesAccess in the State of Delaware is c/o TheCorporation Trust Company, Corporation Trust Center, 1209 Orange Street,Wilmington, New Castle County, Delaware 19801.

 

The principal office ofSystematic Momentum FuturesAccess shall be located at the offices of theSponsor, 4 World Financial Center, 250 Vesey Street, 6th Floor, NewYork, New York  10080, or such otherplace as the Sponsor may designate from time to time.

 

## SECTION 1.05.  TERM. The term of Systematic Momentum FuturesAccess commenced as of the dateits Certificate of Formation was filed with the Secretary of State of the Stateof Delaware, and shall continue until terminated by the dissolution and windingup of Systematic Momentum FuturesAccess as hereinafter provided.

##  

## SECTION 1.06.  NON-ASSIGNABILITY OF UNITS; SUBSTITUTEDINVESTORS; LIMITED ASSIGNABILITY OF THE SPONSOR’S INTEREST.

##  

### (a)                                 NoInvestor shall assign, encumber, pledge, hypothecate or otherwise transfer anyof such Investor’s Units without the consent of the Sponsor, and anyassignment, encumbrance, pledge, hypothecation or transfer of Units, whethervoluntary, involuntary or by operation of law, to which the Sponsor does notconsent shall result in the Units so assigned, encumbered, pledged,hypothecated or otherwise transferred being mandatorily redeemed as of the endof the month during which such purported assignment, encumbrance, pledge,hypothecation or transfer occurred.  Anyassignment, encumbrance, pledge, hypothecation or transfer which shall resultin the termination of Systematic Momentum FuturesAccess for federal income taxpurposes shall be null and void *ab initio* andof no legal force or effect whatsoever. An assigning Investor shall remain liable to Systematic MomentumFuturesAccess as provided in the Act, regardless of whether his or her assigneebecomes a substituted Investor.

###  

### (b)                                TheSponsor may not assign, encumber, pledge, hypothecate or otherwise transfer allor any portion of its manager’s interest in Systematic Momentum FuturesAccess;provided, that the Sponsor may assign such interest to an affiliate of theSponsor upon notice (which need not be prior notice) to the Investors or inconnection with the sale or transfer of all or a material portion of theSponsor’s equity or assets.  See **Sections 4.01 and 6.02**.

 

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## SECTION 1.07.  LIABILITY OF INVESTORS.

##  

### (a)                                 Nothingherein shall require the Sponsor to maintain any minimum net worth or shallmake any person associated with the Sponsor individually liable for any debt,liability or obligation of Systematic Momentum FuturesAccess or of the Sponsor.

###  

### (b)                                NoInvestor shall have any obligation to restore any negative balance in thecapital account established for each Unit pursuant to **Section 2.02**(“Capital Account”) of such Investor.

###  

### (c)                                 TheSponsor shall have no obligation to restore any negative balance in anyInvestor’s or in the Sponsor’s Capital Account.

###  

### (d)                                Exceptas provided in **Section 2.08** (providing forchargebacks to current or former Investors), the Sponsor and the Investorsshall be liable for the repayment, satisfaction and discharge of debts,liabilities and obligations of Systematic Momentum FuturesAccess only to theextent of the Sponsor’s or such Investor’s investment in Systematic MomentumFuturesAccess and not in excess thereof.

###  

# **ARTICLE IICAPITAL AND TAX ALLOCATIONS**

# ** **

## SECTION 2.01.  CAPITAL CONTRIBUTIONS.  All contributions of capital to SystematicMomentum FuturesAccess (“Capital Contributions”) shall be made in cash.  Capital Contributions may be made in suchamounts, and at such times, as the Sponsor may determine.  The Sponsor may permit certain Investors tomake smaller initial or subsequent Capital Contributions than is otherwisegenerally required by the Sponsor without entitling any other Investor to makesmaller initial or subsequent Capital Contributions.

##  

Investors will receiveUnits in return for their Capital Contributions.  Each class of Units (“Class”) shall initiallybe issued at $1.00 per Unit, and thereafter at Net Asset Value.

 

Systematic MomentumFuturesAccess shall invest in each of the FuturesAccess Funds as a singleinvestor, irrespective of the different times that Investors subscribe forUnits.

 

The Sponsor (and/or anyother Merrill Lynch entity) may, but need not, make Capital Contributions as ofany date that any Units are issued. Merrill Lynch may provide initial (“seed”) capital to enable SystematicFuturesAccess to begin trading before sufficient client capital has been raisedto meet the Systematic Momentum FuturesAccess’ minimum capitalization.  Seed capital (if any) will be invested in Class DUnits.  However, neither the Sponsor norany other Merrill Lynch entity has any obligation to “seed” Systematic MomentumFuturesAccess (or any other FuturesAccess Fund).  The Units may be issued in the four Classesdescribed herein— Class A Units, Class C Units, Class D Unitsand Class I Units.  Units of a new Class orseries may be issued in the Sponsor’s sole discretion.

 

Sales commissions will bededucted from Class A, Class D and Class I subscriptions asdescribed in the Confidential Program Disclosure Document, and the net amount ofsuch subscriptions (after deducting applicable sales commissions) will beinvested in the Units.  The Sponsor maywaive or reduce sales commissions for certain Investors without entitling anyother Investor to any such waiver or reduction.

 

Fractional Units shallnot be issued to Investors (but may be issued to the Sponsor or any otherMerrill Lynch entity).  Investors’subscriptions shall be used to purchase the largest whole number of Units ofthe appropriate Class possible.  Anysubscription amount which cannot be used to purchase whole Units shall becredited (in cash) to Investors’ Merrill Lynch customer securities accounts.

 

Provided SystematicMomentum FuturesAccess’ overall minimum capitalization is met, there is nominimum number of Units of a particular Class that must be sold in orderfor Units of that particular Class to be issued.

 

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Once Systematic MomentumFuturesAccess has begun operations, there is no minimum dollar amount ofsubscriptions that must be received as of the beginning of any calendar quarterin order for additional Units of any Class to be issued.  All Units will be issued only as the Sponsormay determine, irrespective of how many subscriptions are received.

 

Eligibility for Class AUnits, Class C Units, Class D Units and Class I Units shall bedetermined on the basis of an Investor’s total “FuturesAccess Investment”(defined below) in FuturesAccess overall as well as, in the case of Class DUnits, in a particular FuturesAccess Fund. An Investor’s “FuturesAccess Investment,” determined as of the beginningof each month, equals the greater of:

 

(i)            theaggregate Net Asset Value of an Investor’s outstanding Units in FuturesAccess(or in a particular FuturesAccess Fund, as applicable) based on the mostrecently available Net Asset Values, plus pending subscriptions; or

 

(ii)           anInvestor’s net subscriptions to FuturesAccess overall (or to a particularFuturesAccess Fund, as applicable).  Netsubscriptions means an Investor’s aggregate subscriptions less aggregateredemptions (not including pending redemptions).

 

Class A and Class CUnits shall be assigned for FuturesAccess Investments up to $5,000,000; Class IUnits are assigned for FuturesAccess Investments of $5,000,000 or more; and Class DUnits are assigned for FuturesAccess Investments in an individual FuturesAccessFund of $5,000,000 or more or aggregate FuturesAccess Investments of$15,000,000 or more.

 

Except for purposes ofdetermining Class D eligibility in a particular FuturesAccess Fund, thepurchase and sale of Units in an exchange shall offset each other and shallhave no effect on the amount of an Investor’s net subscriptions toFuturesAccess overall.

 

FuturesAccess Investmentsattributable to certain related accounts may be combined for purposes ofdetermining an Investor’s Class I and Class D eligibility.  In addition, Investors who participate inMerrill Lynch’s HedgeAccess® Program, which is composed of private investmentfunds which primarily trade securities (“HedgeAccess”), shall be permitted toaggregate their Investments in FuturesAccess and HedgeAccess for purposes ofdetermining such Investors’ Class I and Class D eligibility.

 

Systematic MomentumFuturesAccess will itself acquire Class DS Units in the underlyingFuturesAccess Funds.

 

There shall be no minimumFuturesAccess Investment required to invest in Class A or Class CUnits (other than the minimum subscription amounts required to invest in aparticular FuturesAccess Fund or FuturesAccess overall).

 

New Investors whoseinitial subscription equals or exceeds $5,000,000 shall be issued Class IUnits in each FuturesAccess Fund in which they invest.  If an existing Investor, whose FuturesAccessInvestment is less than $5,000,000, makes an additional subscription whichcauses such Investor’s FuturesAccess Investment to equal or exceed $5,000,000(including the new subscription), the entire new subscription shall be investedin Class I Units.  The Investor’sexisting Units shall not be converted from Class A or Class C (as thecase may be) to Class I Units, but all subsequent subscriptions andexchanges made by such Investor shall be for Class I Units.

 

Class D eligibilityis determined on both an individual FuturesAccess Fund and an overallFuturesAccess basis.

 

Investors whose initialsubscription to any one FuturesAccess Fund equals or exceeds $5,000,000 shallbe issued Class D Units in that FuturesAccess Fund.  If an Investor, whose FuturesAccessInvestment in a particular FuturesAccess Fund is less than $5,000,000, makes anadditional subscription or exchange into that FuturesAccess Fund which causessuch Investor’s FuturesAccess Investment to equal or exceed $5,000,000(including the new subscription or exchange), the entire new subscription orexchange into that FuturesAccess Fund shall be invested in Class DUnits.  The Investor’s existing Units inthat FuturesAccess Fund shall not be converted to Class D Units, but allsubsequent subscriptions or exchanges made by such Investor into the sameFuturesAccess Fund shall be for Class D Units.  However, notwithstanding the fact that anInvestor’s FuturesAccess Investment in a particular FuturesAccess Fund equalsor 

 

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exceeds $5,000,000, ifthat Investor invests or exchanges into another FuturesAccess Fund in whichsuch Investor’s FuturesAccess Investment is less than $5,000,000, such Investorshall not receive Class D Units in such other FuturesAccess Fund (exceptas described immediately below).

 

New Investors whoseinitial subscription equals or exceeds $15,000,000 shall be issued Class DUnits in each FuturesAccess Fund in which they invest, irrespective of whethersuch Investor’s FuturesAccess Investments in any one FuturesAccess Fund equalsor exceeds $5,000,000.  If an existingInvestor, whose FuturesAccess Investment is less than $15,000,000, makes anadditional subscription immediately after which such Investor’s FuturesAccessInvestment equals or exceeds $15,000,000 (including the new subscription), theentire new subscription shall be invested in Class D Units.  The Investor’s existing Units shall not beconverted to Class D Units, but all subsequent subscriptions and exchangesmade by such Investor will be for Class D Units.

 

Subscriptions made to allFuturesAccess Funds shall be aggregated for purposes of determining whether anInvestor is eligible to invest in Class D or Class I Units.

 

Once an Investor isissued Class I or Class D Units, such Investor shall continue to beissued Class I or Class D Units (as applicable) irrespective ofsubsequent redemptions or Unit value depreciation; provided that, if anInvestor withdraws entirely from FuturesAccess or a particular FuturesAccessFund and subsequently reinvests, such Investor’s Class I and/or Class DUnit eligibility shall be determined from the date of such reinvestment as ifsuch Investor had never previously participated in FuturesAccess or suchFuturesAccess Fund.

 

Merrill Lynch officersand employees invest in Class I Units without regard to the $5,000,000minimum “Program Investment” requirement. Such exemption from the minimum FuturesAccess Investment requirementshall not be generally available to other Investors.

 

Certain Merrill Lynchclients may invest in Class I or a customized Class of Units on differentterms than those described herein, depending on the type of Merrill LynchAccount held by such clients.  Inaddition, Systematic Momentum FuturesAccess may from time to time offer tocertain Merrill Lynch clients a customized Class of Units having differentfinancial terms than those described herein or the Confidential ProgramDisclosure Document, provided that doing so does not have a material adverseeffect on existing Investors.  Suchcustomized Classes will generally be designed for Investors who are subject toadditional fees on their investments in the FuturesAccess Funds depending onthe type of Merrill Lynch Account held by such Investors or other reasons, andshall not be generally available to other Investors.

 

The amount of eachInvestor’s Capital Contribution shall be set forth in such Investor’sFuturesAccess Program Subscription and Exchange Agreement Signature Page.  A FuturesAccess Program Subscription andExchange Agreement (including the FuturesAccess Program Subscription and ExchangeAgreement Signature Page) must be completed and accepted by the Sponsor priorto an Investor’s initial Capital Contribution if such Investor is not alreadyan investor in FuturesAccess.  TheSponsor may require a new Program Subscription and Exchange Agreement SignaturePage each time an existing Investor makes an additional CapitalContribution or exchange.

 

The aggregate of allCapital Contributions shall be available to Systematic Momentum FuturesAccessto carry out its objectives and purposes.

 

No Investor shall beobligated to make any additional Capital Contributions, except as provided in **Section 2.08**.

 

No provision of thisAgreement shall be construed as guaranteeing the return, by any Sponsor Partyor Systematic Momentum FuturesAccess, of all or any part of the CapitalContribution(s) of any Investor.

 

## SECTION 2.02.  OPENING CAPITAL ACCOUNTS.

##  

### (a)                                  Thereshall be established for each Unit of each Class on the books ofSystematic Momentum FuturesAccess, as of the first day of each Accounting Period,an opening capital account (“Opening Capital Account”) which, for theAccounting Period as of the beginning of which such Unit is issued, shall bethe Capital Contribution made in respect of such Unit and which, for eachAccounting Period thereafter, shall be an amount equal to the closing capitalaccount (“Closing Capital Account”) 

 

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### (determined asset forth in **Section 2.06**) attributable tosuch Unit for the immediately preceding Accounting Period.

###  

### (b)                                 TheSponsor may, but shall not be required to, make Capital Contributions toSystematic Momentum FuturesAccess from time to time as new Units are issued,which shall be accounted for on a Unit-equivalent basis and shall participatein the profits and losses of the Units on the same basis as the CapitalAccounts of the Class D Units.

###  

### (c)                                  Forall purposes of this Agreement, references to Units shall be deemed to includethe Sponsor’s Capital Account on a Unit-equivalent basis (unless the contextotherwise requires or the reference is made explicit for greater certainty).

###  

## SECTION 2.03.  FINANCIAL ALLOCATIONS AMONG THE UNITS.  The net profits and losses are allocated toeach Class as provided in **Section 2.06**and shall be allocated equally among the Units of such Class.  All Units of the same Class shall havethe same Net Asset Value.

##  

## SECTION 2.04.  NET ASSET VALUE.  For the purposes of this Agreement, unlessthe context otherwise requires, “Net Assets” and “Net Asset Value” shall meanassets less liabilities.  For purposes ofdetermining Opening Capital Accounts, Net Asset Value shall be determined as ofthe beginning of, and for purposes of determining Closing Capital Accounts, NetAsset Value will be determined as of the close of, business on the relevant valuationdate.

##  

### (a)                                 Theassets of Systematic Momentum FuturesAccess shall include:

###  

#### (i)                                    allFuturesAccess Fund investments held by Systematic Momentum FuturesAccess;

####  

#### (ii)                                 allcash on hand or on deposit in bank or other interest-bearing accounts, includingany interest accrued thereon;

####  

#### (iii)                              allbills, demand notes and accounts receivable;

####  

#### (iv)                             allsecurities (including, without limitation, money-market funds, Treasury billsand other short-term, interest-bearing instruments), commodity interests,currency interests, swap agreements and all other instruments owned orcontracted for by Systematic Momentum FuturesAccess;

####  

#### (v)                                allinterest accrued on any interest-bearing securities owned by SystematicMomentum FuturesAccess except to the extent that the same is included orreflected in the valuation of such securities; and

####  

#### (vi)                             allother assets of every kind and nature, including prepaid expenses.

####  

### (b)                                Theliabilities of Systematic Momentum FuturesAccess shall be deemed to include thefollowing (provided, however, that in determining the amount of suchliabilities, Systematic Momentum FuturesAccess may calculate expenses of aregular or recurring nature for any given period on an estimated basis inadvance, and may accrue the same in such manner as the Sponsor may deemappropriate over such period):

###  

#### (i)                                    allbills and accounts payable;

####  

#### (ii)                                 allexpenses accrued, reimbursable or payable; and

####  

#### (iii)                              allother liabilities, present or future, including such reserves as the Sponsormay (as contemplated by **Section 2.04(g)**),deem advisable.

 

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### (c)                                 The“Sponsor’s Fees” (as defined in **Section 2.05(a)**)shall be determined, and Units’ Capital Accounts correspondingly reduced, afterthe allocation of the other components of Net Asset Value, as described above.

###  

### (d)                                Operatingexpenses shall be allocated among the Units *pro rata* basedon their respective Net Asset Values as of the beginning of the month.

###  

### (e)                                 Extraordinarycosts, if any, shall be allocated as incurred in such manner as the Sponsor maydeem to be fair and equitable.

###  

### (f)                                   Organizationaland initial offering costs shall be deducted from Net Asset Value ininstallments as of the end of each of the first 60 calendar months after theinitial issuance of the Units, as contemplated by **Section 2.05(b) **(forfinancial and performance reporting purposes, all such costs must be deductedfrom Net Asset Value as of the date of such initial issuance).

###  

### (g)                                AllInvestors, by becoming party to this Agreement, hereby agree and consent to theSponsor’s authority to establish whatever reserves the Sponsor may determine tobe appropriate in order to cover losses, contingencies, liabilities, uncertainvaluations and other factors.  Suchauthority shall extend to the Sponsor establishing such reserves as the sponsorof underlying FuturesAccess Funds.  Anysuch reserves shall, unless the Sponsor determines that such reserves areproperly attributable to certain but less than all outstanding Units, reducethe Net Asset Value of the Units of each Class *pro rata*based on their respective Net Asset Values, after reduction for accrued Sponsor’sFees, operating expenses and extraordinary expenses until such time, if any, assuch reserves are reversed.  Reserves,when reversed, shall be similarly allocated among the Units then outstanding *pro rata* based on their respective Net Asset Value(irrespective of whether such Units were outstanding when the reserves wereestablished).

###  

### (h)                                TheSponsor may suspend the calculation of Net Asset Value during any period whenone or more of the FuturesAccess Funds in which Systematic MomentumFuturesAccess is invested is not reporting its Net Asset Value.  The Sponsor will give notice of any suchsuspension to all Investors.

###  

## SECTION 2.05.  SPONSOR’S FEES; OPERATING EXPENSES.

##  

### (a)                                 TheSponsor shall receive monthly sponsor’s fees (“Sponsor’s Fees”), payable inarrears of 1/12 of 1.50%, 2.50%, 0% and 1.10%, respectively, of the aggregateNet Asset Value of the Class A, Class C, Class D and Class IUnits, in each case as of the close of business (as determined by the Sponsor)on the last business day of each calendar month (Net Asset Value for purposesof calculating the Sponsor’s Fees shall not be reduced by the accrued Sponsor’sFees being calculated).  The Sponsor’sFees shall be accrued monthly.  TheSponsor may waive or reduce Sponsor’s Fees for certain Investors withoutentitling any other Investor to any such waiver or reduction.

###  

### (b)                                Ascontemplated by **Section 2.04(f)**, SystematicMomentum FuturesAccess shall reimburse the Sponsor for the organizational andinitial offering costs incurred by Systematic Momentum FuturesAccess in respectof the initial offering of the Units (of all Classes combined) in installmentsas of the end of each of the first 60 calendar months of Systematic MomentumFuturesAccess’ operation, beginning with the end of the first calendar monthafter the initial issuance of the Units. Systematic Momentum FuturesAccess shall expense such costs over the same60-month schedule.  If Systematic MomentumFuturesAccess dissolves prior to the end of such 60 calendar-month period, anyremaining reimbursement obligation with respect to organizational and initialoffering costs shall be eliminated.

###  

### (c)                                 TheSponsor’s Fees, as well as operating expenses due to the Sponsor(including:  organizational and initialoffering costs; ongoing offering costs; administrative, custody, transfer,subscription and redemption processing, legal, regulatory, filing, tax, audit,escrow, accounting and printing costs; and extraordinary expenses), shall bedebited by the Sponsor directly from Systematic Momentum FuturesAccess’ accountand paid to the Sponsor, where appropriate, as if to a third party, notcredited to the Sponsor’s Capital Account.

 

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### (d)           SystematicMomentum FuturesAccess shall pay all transaction costs relating to any directinvesting done by it, as incurred.

###  

### (e)           TheSponsor’s Fees, but not reimbursement payments for organizational and initialoffering costs, shall be appropriately pro rated in the case of partialcalendar months.

###  

### (f)            SystematicMomentum FuturesAccess shall pay all expenses, including administrative andongoing offering costs, as well as any extraordinary expenses, incurred in itsoperations (including the expenses of any services provided by the Sponsor,other than in its capacity as Sponsor, or its affiliates); provided, thatSystematic Momentum FuturesAccess shall not pay any allocable Sponsor overhead.

###  

### (g)           TheSponsor retains outside service providers to supply tax reporting, custody andaccounting services to FuturesAccess. Systematic Momentum FuturesAccess’ operating costs will include itsallocable share of the fees and expenses of such service providers, as well asthe fees and expenses of any Merrill Lynch entity which may provide such (orother) services in the future.

###  

### (h)           TheCapital Account of the Sponsor (if any) shall not be subject to Sponsor’s Fees.

###  

## SECTION 2.06.  ALLOCATION OF PROFITS AND LOSSES FORFINANCIAL PURPOSES.  As of the end ofeach Accounting Period and before giving effect to any redemptions then beingmade, the Closing Capital Account of each Class shall be determined byadjusting the Opening Capital Account of each such Class as of thebeginning of such Accounting Period in the following manner:

##  

### (a)           Anyincrease or decrease in the Net Asset Value of Systematic MomentumFuturesAccess, after deduction of all operating expenses, but prior to accrualof the Sponsor’s Fees, during such Accounting Period shall be credited *pro rata*, without any order or priority, among:  (i) each Class of Units; and (ii) theSponsor’s Capital Account, if any, based in each case on the aggregate OpeningCapital Accounts attributable to each such Class of Units and the Sponsor’sCapital Account.  Extraordinary expensesshall be allocated as the Sponsor may determine.

###  

### (b)           Ifthe Closing Capital Account per Unit of any Class is reduced to zero, anyfurther decrease in the Net Asset Value per Unit shall be allocated to theSponsor’s Capital Account, if any.

###  

### (c)           TheSponsor’s Fee shall be debited from each Class, in each case after the **Section 2.06(a) **and **(b) **allocationsare made.

###  

### (d)           TheNet Assets of each Class shall be divided equally among all Units of suchClass.

###  

## SECTION 2.07. ALLOCATION OF PROFITS AND LOSSES FOR INCOME TAX PURPOSES.

##  

### (a)           ATax Account shall be established for each Unit of each Class.  The Tax Accounts of all outstanding Unitsshall initially be equal to each Unit’s net purchase price (*i.e*., the subscription price for such Unit reduced by any salescommissions) and shall subsequently be increased by such Unit’s share of thetaxable and tax-exempt income and gain of Systematic Momentum FuturesAccess anddecreased by such Unit’s share of the items of loss or expense andnondeductible items of loss or expense of Systematic Momentum FuturesAccess, aswell as by any distributions.

###  

### (b)           For federalincome tax purposes, items of ordinary income and loss, capital gain andcapital loss shall, unless the Sponsor believes that doing so would notequitably reflect the economic experience of the Units, be allocated as of December 31of each year among the Units, in the following order and priority:

###  

#### (i)            Itemsof ordinary income and deduction generated by Systematic Momentum FuturesAccess(as reported to it by the FuturesAccess Funds in which it invests shall beallocated *pro rata* among 

 

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#### the Units which were outstanding duringthe months in such year when such items of ordinary income and deductionaccrued.

####  

#### (ii)           Gainswill be allocated FIRST, to Investors who have redeemed Units during such year(including as of December 31), to the extent of the positive difference(if any) between the amounts received or receivable upon redemption and therespective Tax Account balances of the redeemed Units.  SECOND, gains will be allocated to Investorsto the extent of the positive difference (if any) between the Capital Accountbalance and the Tax Account balance attributable to their remaining Units.  THIRD, gains will be allocated among allInvestors based on the respective Net Asset Values of their outstanding Units.

####  

#### (iii)          Lossesshall be allocated FIRST, to Investors who have redeemed Units during such year(including as of December 31), to the extent of the negative difference(if any) between the amounts received or receivable upon redemption and therespective Tax Account balances of the redeemed Units.  SECOND, losses shall be allocated toInvestors to the extent of the negative difference (if any) between the CapitalAccount balance and Tax Account balance attributable to their remainingUnits.  THIRD, losses shall be allocatedamong all Investors based on the respective Net Asset Values of theiroutstanding Units.

####  

#### (iv)          Inthe case of each of the FIRST and SECOND allocation levels set forth in **Sections 2.07(b)(ii) **and **(iii),**if there is insufficient gain or loss to make the complete allocation requiredat such level, such allocation will be made *pro rata* amongall Investors who are subject to an allocation at such level in accordance withthe respective amounts which would have been allocated had a completeallocation been possible.

####  

#### (v)           Sponsor’sFees, as well as the operating expenses (in each case as adjusted to reflectthe non-deductibility of all or a portion of such Sponsor’s Fees and operatingexpenses) and extraordinary expenses, shall be allocated, for tax purposes, tothe Investors based on the amount of the foregoing actually debited from theUnits’ respective Capital Accounts of the Investors’ respective Units.

####  

#### (vi)          Itemsof ordinary income and/or gain attributable to amounts received by SystematicMomentum FuturesAccess from the Trading Advisor for payment to the Sponsorshall be specially allocated to the Sponsor.

####  

### (c)           The characterof items of income, gain, loss or deduction (ordinary, short-term andlong-term) and of the items required to be separately stated by Section 702(a) ofthe Internal Revenue Code of 1986, as amended (the “Code”), shall be allocatedto the Investors pursuant to this **Section 2.07**so as equitably to reflect, without discrimination or preference amongInvestors, the amounts credited or debited to the Units’ respective CapitalAccounts pursuant to **Section 2.06**.  Furthermore, to the extent that theFuturesAccess Fund has a net long-term capital gain or loss that may be subjectto more than one maximum federal income tax rate, allocations of such gain orloss shall be made *pro rata* fromamong the amounts subject to each maximum tax rate.

###  

### (d)           In the case ofUnits which are transferred during a fiscal year, the tax allocations shall bemade to such Units as provided above. The tax items so allocated will then be divided among the transferor(s) andthe transferee(s) based on the number of months during such year that eachheld such Units, or in such other manner as the Sponsor may deem equitable.

###  

### (e)           Having in mindthe principles of the allocations set forth above in this **Section 2.07**(to which all Investors consent by becoming Investors), the Sponsormay nevertheless make such allocations of items of ordinary income and gain,ordinary deduction and loss and any items required to be separately stated by Section 702(a) ofthe Code as the Sponsor may deem fair and equitable — even if not consistentwith the foregoing allocations — in order to cause the tax items allocated tothe Investors, respectively, better to 

 

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### takeinto account (as determined by the Sponsor) the Units’ respective OpeningCapital Accounts and distributive shares of net profit and net loss, any entryof new Investors, any redemptions, any differences between income for taxpurposes and for Net Asset Value purposes, the differences between the Classesof Units and any other special circumstances which may arise; provided,however, that no such allocation by the Sponsor shall discriminate unfairlyagainst any Investor; and provided further, that the Sponsor shall be under noobligation whatsoever to deviate from the allocations set forth above.

###  

### (f)            SystematicMomentum FuturesAccess may, to the extent practicable (*i.e.*,to the extent that Systematic Momentum FuturesAccess receives gross taxallocations from the FuturesAccess Funds in which it invests), allocate taxitems on a gross rather than a net basis.

###  

### (g)           Allocationspursuant to this **Section 2.07** are solely forpurposes of federal, state and local taxes and shall not affect, or in any waybe taken into account in computing, any Unit’s Capital Account or share of netprofits, net losses or distributions.

###  

### (h)           The taxallocations set forth in this **Section 2.07**are intended to allocate items of Systematic Momentum FuturesAccess’ income,gains, losses and deductions (ordinary, short-term and long-term) in accordancewith Sections 704(b) and 704(c) of the Code, and the regulationsthereunder, including, without limitation, the requirements set forth thereinregarding a “qualified income offset.”

###  

### (i)            The Sponsor maymake such modifications to this Agreement as the Sponsor believes may berequired to comply with Section 704 of the Code and the regulationsthereunder.

###  

### (j)            In the eventthat the Sponsor determines to issue a new Class of Units, the foregoingtax allocations shall be adjusted so as equitably to allocate tax items betweenor among the different Classes.

###  

## SECTION 2.08.  CHARGEBACKS TO CURRENT OR FORMERINVESTORS.  Each Investor, by subscribingfor Units, agrees to repay, despite the fact that such Investor no longerremains an Investor, to Systematic Momentum FuturesAccess any amount (includinginterest at the rate set by the Sponsor in good faith from the date of anypayment of redemption or distribution proceeds to such Investor by SystematicMomentum FuturesAccess) which the Sponsor may reasonably determine to be due toSystematic Momentum FuturesAccess from such Investor as a result, for example,of any claims arising (prior or subsequent to such Investor’s withdrawal fromSystematic Momentum FuturesAccess) relating to events or circumstances (whetherknown or unknown at the time of such Investor’s withdrawal) in existence whilesuch Investor was an Investor or, subject to the following paragraph, in theevent that the Net Asset Value per Unit (of any Class) at which such Investorwas permitted to redeem is later determined to have been overstated orotherwise miscalculated due to circumstances (whether known or unknown at thetime of such Investor’s redemption) in existence as of the date of redemption(either of the level of Systematic Momentum FuturesAccess or at that of one ofthe underlying FuturesAccess Fund in which it invests.  In no event shall any provision of this **Section 2.08** require an Investor to repay to SystematicMomentum FuturesAccess any amounts in excess of the redemption proceedsreceived by such Investor from, or the amounts distributed to such Investor by,Systematic Momentum FuturesAccess, plus interest thereon as provided above.

##  

In the event that theSponsor determines that an amount paid by Systematic Momentum FuturesAccess toa withdrawn or continuing Investor was less or more than the amount which suchInvestor was, in fact, entitled to receive, the Sponsor shall not (unless theSponsor otherwise determines) attempt to make appropriate adjusting paymentsto, or formally request appropriate adjusting payments from, such withdrawnInvestor or make retroactive adjustments to such continuing Investor’s Units inorder to reflect such discrepancy, but rather shall reflect such adjustments inthe Accounting Period in which they become known.

 

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## SECTION 2.09.  PROCESSING OF SUBSCRIPTIONS.

##  

### (a)           The Sponsor mayadmit new Investors to Systematic Momentum FuturesAccess at such times and uponsuch notice (if any) as the Sponsor may determine.  Investors’ Merrill Lynch Accounts will bedebited on or about the issuance date of such Units, and the amount so debited,less any applicable sales commission, will be invested directly in SystematicMomentum FuturesAccess.  No interest willbe payable in respect of any such subscriptions.

###  

### (b)           Investorsacknowledge that the admission of new Investors may change the overallallocation of Systematic Momentum FuturesAccess’ portfolio among the underlyingFuturesAccess Funds.

###  

### (c)           Tothe extent required by Rule 15c2-4 of the Securities Exchange Act of 1934,as amended, all subscriptions while held in escrow during the initial offeringperiod pending release to Systematic Momentum FuturesAccess shall be held by abank independent of the Sponsor, its affiliates, and their respective officers,employees, representatives and agents (each, a “Sponsor Party” and,collectively, the “Sponsor Parties”).

##  

## SECTION 2.10.  VALUATION OF ASSETS.  For all purposes of this Agreement,including, without limitation, the determination of the Net Asset Value perUnit of each Class, the assets of Systematic Momentum FuturesAccess shall bevalued according to the following principles:

##  

### (a)           TheNet Assets of Systematic Momentum FuturesAccess are its assets less itsliabilities determined in accordance with generally accepted accountingprinciples and as described below.

###  

### (b)           SystematicMomentum FuturesAccess’ investments in the FuturesAccess Funds shall be valuedby such FuturesAccess Funds.

###  

### (c)           TheSponsor shall value any asset of Systematic Momentum FuturesAccess not investedin a FuturesAccess Fund by applying the following general principles:

###  

#### (i)            commodityinterests and currency interests which are traded on a United States exchangeshall be valued at their settlement on the date as of which the values arebeing determined;

####  

#### (ii)           commodityinterests and currency interests not traded on a United States exchange shallbe valued based upon policies established by the Sponsor, generally based onprices as reported by any reliable source selected by the Sponsor, consistentlyapplied for each variety of interest;

####  

#### (iii)          swapagreements shall be valued in the good faith discretion of the Sponsor based onquotations received from dealers deemed appropriate by the Sponsor;

####  

#### (iv)          bankand other interest-bearing accounts, Treasury bills and other short-term,interest-bearing instruments shall be valued at cost plus accrued interest;

####  

#### (v)           securitieswhich are traded on a national securities exchange shall be valued at theirclosing price on the date as of which their value is being determined on thenational securities exchange on which such securities are principally traded oron a consolidated tape which includes such exchange, whichever shall beselected by the Sponsor, or, if there is no closing price on such date on suchexchange or consolidated tape, at the prior day’s closing price;

####  

#### (vi)          securitiesnot traded on a national securities exchange but traded over-the-counter shallbe valued based on prices as reported by any reliable source selected by theSponsor;

####  

#### (vii)         money-marketfunds shall be valued at their net asset value on the date as of which theirvalue is being determined;

 

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#### (viii)        ifon the date as of which any valuation is being made, the exchange or marketherein designated for the valuation of any given assets is not open forbusiness, the basis for valuing such assets shall be such value as the Sponsormay deem fair and reasonable;

####  

#### (ix)           allother assets, including securities traded on foreign exchanges, and liabilitiesshall be valued in good faith by the Sponsor, including assets and liabilitiesfor which there is no readily identifiable market value;

####  

#### (x)            theforegoing valuations may be modified by the Sponsor if and to the extent thatit shall determine that modifications are advisable in order better to reflectthe true value of any asset; and

####  

#### (xi)           theSponsor, as sponsor of each FuturesAccess Fund, may reduce the valuation of anyasset (or of a FuturesAccess Fund) by reserves established, as contemplated by **Section 2.04(g)**, to reflect losses, contingencies,liabilities, uncertain valuations or other factors, which the Sponsordetermines reduce, or might reduce, the value of such asset (or of aFuturesAccess Fund as a whole in the case of reserves not specificallyattributable to any particular asset).

####  

All determinations ofvalue by the Sponsor shall be final and conclusive as to all Investors, in theabsence of manifest error, and the Sponsor shall be absolutely protected inrelying upon valuations furnished to the Sponsor by third parties, providedthat such reliance is in good faith.

 

The Sponsor may suspendthe calculation of Net Asset Value during any period when any of theFuturesAccess Funds in which Systematic Momentum FuturesAccess invests has doneso.

 

## SECTION 2.11.  USE OF ESTIMATES.  The Sponsor is authorized to make all NetAsset Value determinations (including, without limitation, for purposes ofdetermining redemption payments and calculating Sponsor’s Fees) on the basis ofestimated numbers (in most cases as estimated by the Sponsor itself as sponsorof the respective FuturesAccess Funds). The Sponsor shall not (unless the Sponsor otherwise determines) attemptto make any retroactive adjustments in order to reflect the differences betweensuch estimated and the final numbers, but rather shall reflect such differencesin the Accounting Period in which final numbers become available.  The Sponsor also shall not (unless theSponsor otherwise determines) revise Sponsor’s Fee calculations to reflectdifferences between estimated and final numbers (including differences whichhave resulted in economic benefit to a Sponsor Party).

##  

If, after payment ofredemption proceeds, the Sponsor determines that adjustment to the Net AssetValue of the redeemed Units is necessary, the redeeming Investor (if the NetAsset Value is adjusted upwards) or the remaining Investors (if the Net AssetValue is adjusted downwards) will bear the risk of such adjustment.  The redeeming Investor will neither receivefurther distributions from, nor will it be required to reimburse, SystematicMomentum FuturesAccess in such circumstances.

 

All Investors acknowledgeand agree that because Systematic Momentum FuturesAccess will invest inmultiple FuturesAccess Funds the likelihood of there being material discrepanciesbetween estimated and final Net Asset Values is greater in the case ofSystematic Momentum FuturesAccess than in the case of any single FuturesAccessFund.

 

## SECTION 2.12.  ACCOUNTING PRACTICES.  All matters concerning FuturesAccess Fundaccounting practices shall be determined by the Sponsor on a fair and equitablebasis, and all such determinations shall be final and conclusive as to allInvestors.  However, the Sponsor shall beunder no obligation whatsoever to make any deviations from the allocations setforth in this Article II.

##  

In reporting Net AssetValues to Investors and third parties on an interim basis, the Sponsor shall beentitled to accrue fees and payments due at the end of a period as if such feesor payments were due (on a *pro rata* basis,if appropriate) as of the end of an interim period within such period.

 

A-13

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# **ARTICLE III**

# **PARTICIPATION IN SYSTEMATIC MOMENTUM FUTURESACCESS PROPERTY;**

# **REDEMPTIONS AND DISTRIBUTIONS**

# ** **

## SECTION 3.01.  NO UNDIVIDED INTERESTS IN SYSTEMATIC MOMENTUMFUTURESACCESS PROPERTY.  Each Unit shallrepresent an interest in Systematic Momentum FuturesAccess, not an undividedinterest in any property of the Systematic Momentum FuturesAccess (includingits investments in FuturesAccess Funds). The Units shall constitute personal property for all purposes.

##  

## SECTION 3.02.  REDEMPTIONS OF UNITS; EXCHANGES.

##  

### (a)           *Timing and Amount of Redemptions*.  Subject to this **Section 3.02**,an Investor shall be entitled to redeem all or part of such Investor’s Units asof the end of any calendar month, upon giving at least 10 days’ written or oralnotice.  Investors who have Merrill Lynchcustomer securities accounts may give such notice by contacting their MerrillLynch Financial Advisor, orally or in writing; Investors who no longer have aMerrill Lynch customer securities account must submit written notice ofredemption, with the signature guaranteed by a United States bank orbroker-dealer, to the Sponsor.

###  

### (b)           *No Redemption Fees*.  Systematic Momentum FuturesAccess shall notcharge any redemption fees.

###  

### (c)           *Payment of Redemptions*.  The Sponsor shall cause Systematic MomentumFuturesAccess to distribute to redeeming Investors the estimated Net AssetValue of the Units redeemed by them, generally approximately 10 business daysafter the effective date of redemption, although there can be no assurance ofthe timing of such payment.

###  

### Units which have been redeemed,but the proceeds of which have not yet been paid, shall nevertheless be deemed tohave ceased to be outstanding from the effective date of redemption for allother purposes hereunder.

###  

### No interest shall be paid toInvestors on redemption proceeds held pending distribution.  Systematic Momentum FuturesAccess shallretain any such interest.

###  

### (d)           *Suspension of Redemptions*.  In the event that Systematic MomentumFuturesAccess suspends the calculation of Net Asset Value, the Sponsor shall,upon written notice to all affected Investors, suspend any or all redemptionrequests (as well as any request to exchange Units for units of other fundsincluded in FuturesAccess).  Anyunsatisfied redemption requests shall be suspended until such time asSystematic Momentum FuturesAccess is again able to calculate Net AssetValue.  All Units subject to suspendedredemption requests shall continue to be treated as outstanding for allpurposes hereunder, as if no redemption requests relating thereto had beensubmitted, until the effective date of their suspended redemption.  During any period in which SystematicMomentum FuturesAccess has suspended redemptions, Investors will not be able toexchange Units for units of other FuturesAccess Funds.

###  

### If the Sponsor determines that aportion, but not all, of pending redemption requests can be processed in duecourse, the requests of all Investors submitting timely redemption requestswith respect to any given redemption date shall be satisfied *pro rata* (based on the aggregate Net Asset Value of theUnits requested to be redeemed by all Investors) from such funds as the Sponsordetermines are available for distribution.

###  

### In addition to the foregoingprovisions of this **Section 3.02(d)**,the Sponsor may delay or suspend both the payment of redemption proceeds andthe effective date of redemptions if the Sponsor determines that not doing sowould have adverse consequences for the non-redeeming Investors.

 

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### (e)           *Exchanges*. Investors may generally exchange Units for units in other FuturesAccessFunds as described in the FuturesAccess Program Subscription and ExchangeAgreement and Signature Pages thereto, as supplemented and amended fromtime to time.  Any circumstance leadingto a delay or suspension of either redemption dates or the receipt of theproceeds of redemptions from Systematic Momentum FuturesAccess shall have acorresponding effect on Investors’ exercise of their Exchange Privilegesrelating to Systematic Momentum FuturesAccess.

###  

## SECTION 3.03.  WITHDRAWALS OF CAPITAL BY THE SPONSOR.

##  

### (a)           TheSponsor may withdraw capital from its Capital Account(s), if any, withoutnotice to the Investors.

###  

### (b)           Tothe extent Merrill Lynch has provided any “seed” capital to Systematic MomentumFuturesAccess, Merrill Lynch will redeem $50,000 of its Units (by aggregate NetAsset Value) for each $50,000 in net client investments (*i.e.*,subscriptions minus client redemptions and exchanges) received by SystematicMomentum FuturesAccess after it begins operation.  Notwithstanding the foregoing, Merrill Lynchmay vary the foregoing redemption schedule upon advance agreement with theTrading Advisor (*e.g.*, Merrill Lynch may agree notto begin withdrawing all or a portion of its initial seed capital for aspecified period of time) and may withdraw seed capital at different times andon different terms than are available to Investors.

###  

## SECTION 3.04.  MANDATORY REDEMPTIONS.

##  

### (a)           TheSponsor may mandatorily redeem part or all of the Units held by a particularInvestor if the Sponsor determines that (i) such Investor’s continuedholding of Units could result in adverse consequences to Systematic MomentumFuturesAccess, (ii) such Investor has a history of excessive exchangesbetween different FuturesAccess Funds and/or HedgeAccess funds that is contraryto the purpose and/or efficient management of the Programs, (iii) suchInvestor’s investment in the Units, or aggregate investment in FuturesAccess,is below the minimum level established by the Sponsor (including any increasein such minimum level that the Sponsor may implement in the future) or (iv) forany other reason.

###  

### (b)           TheSponsor will mandatorily redeem all of Systematic Momentum FuturesAccess’outstanding Units in the event that the Sponsor concludes that it is no longeradvisable to operate Systematic Momentum FuturesAccess or if the amount ofassets invested in Systematic Momentum FuturesAccess declines to a level thatthe Sponsor believes makes the continued operation of Systematic MomentumFuturesAccess impracticable or uneconomical.

###  

### (c)           Unitsmandatorily redeemed shall be redeemed as of the specified month-end withoutany further action on the part of the affected Investor, and the provisions of **Sections 3.02** and **3.07** shallapply.  In the event that the Sponsormandatorily redeems any of an Investor’s Units, such Investor shall have theoption to redeem all of such Investor’s Units as of the date fixed forredemption.

###  

## SECTION 3.05.  MANDATORY REDEMPTIONS TO PAY TAXES.  In the event that Systematic MomentumFuturesAccess is required to pay or withhold state, local or other taxes withrespect to a particular Investor or Investors, Systematic MomentumFuturesAccess may redeem an appropriate number of such Investor’s or Investors’Units as of the end of the Accounting Period immediately following such paymentin order to reimburse Systematic Momentum FuturesAccess for the amount of suchpayment, together with interest on the amounts so paid at the 91-day Treasurybill rate as in effect as of the beginning of each calendar month, startingwith the calendar month in which such payment is made, through the end of suchAccounting Period.

##  

## SECTION 3.06.  DISTRIBUTIONS.  Distributions by Systematic MomentumFuturesAccess to Investors shall be made in the sole discretion of theSponsor.  No distributions are required.

##  

## SECTION 3.07.  FORM OF DISTRIBUTION AND REDEMPTIONPAYMENTS.  No Investor shall have theright to demand or receive any property other than cash upon redemption.  Distributions or payouts made to Investors maybe

 

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## madein cash or in-kind, provided that such in-kind distribution or payout is notmaterially adverse to the interests of the Investors.

##  

## SECTION 3.08.  REMOVAL OF THE SPONSOR.  **Upon atleast 60 days written notice to the Sponsor and all Investors in SystematicMomentum FuturesAccess,**the Sponsor may be required towithdraw as manager of Systematic Momentum FuturesAccess by a vote of Investorsowning not less than 50% of the outstanding Units (by Net Asset Value), notincluding Units held by Sponsor Parties. Any such removal shall be effective as of the end of the calendarquarter in which such vote occurs.

##  

# **ARTICLE IV**

# **WITHDRAWAL OF THE SPONSOR AND INVESTORS**

# ** **

## SECTION 4.01. WITHDRAWAL OF THE SPONSOR.

##  

### (a)           TheSponsor may withdraw from Systematic Momentum FuturesAccess at any time,without any breach of this Agreement, upon 90 calendar days’ written notice tothe Investors.  Withdrawal of the Sponsorshall not dissolve Systematic Momentum FuturesAccess if at the time there is atleast one other manager remaining; however, all Investors shall be entitled toredeem their Units, in total and not in part, as of the effective date of anysuch withdrawal by the Sponsor, unless an entity affiliated with the Sponsorremains as a manager of Systematic Momentum FuturesAccess.  Nothing in this **Section 4.01(a) **shall,however, restrict the Sponsor from assigning and delegating its rights andobligations under this Agreement to an affiliate of the Sponsor upon notice(which need not be prior notice) to the Investors or in connection with the saleof all or a material portion of the Sponsor’s equity or assets.

###  

### (b)           Withdrawalof the last remaining manager shall dissolve Systematic Momentum FuturesAccess.

###  

## SECTION 4.02.  WITHDRAWAL OF AN INVESTOR.  An Investor shall withdraw from SystematicMomentum FuturesAccess upon redemption of all of such Investor’s outstandingUnits.  Withdrawal of an Investor shallnot be a cause for dissolution of Systematic Momentum FuturesAccess.

##  

## SECTION 4.03.  STATUS AFTER WITHDRAWAL.  Except to the extent provided in Section 2.08or Section 7.02, each Investor upon redemption of the last of suchInvestor’s Units shall cease to have any rights under this Agreement.

 

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# **ARTICLEV**

# **MANAGEMENT**

# ** **

## SECTION 5.01.  AUTHORITY OF THE SPONSOR.

##  

### (a)                                  Themanagement and operation of Systematic Momentum FuturesAccess and thedetermination of its policies shall be vested exclusively in the Sponsor.  The Sponsor shall have the authority andpower on behalf and in the name of Systematic Momentum FuturesAccess to carryout any and all of the objectives and purposes of Systematic MomentumFuturesAccess set forth in **Section 1.01**:make, execute, sign and file a Certificate of Formation of Systematic MomentumFuturesAccess, any amendments thereto authorized herein, any amendments to thisAgreement authorized herein, and all such other instruments, documents andcertificates, which may, from time to time, be required by, or deemed advisableby the Sponsor under, the laws of the United States of America, the State ofDelaware, the State of New Jersey, the State of New York or any other state orpolitical subdivision in which the Sponsor shall determine that SystematicMomentum FuturesAccess shall do business, to effectuate, implement and continuethe valid existence of Systematic Momentum FuturesAccess; and perform all actsand enter into, execute and perform all contracts and other undertakings whichthe Sponsor may deem necessary or advisable in connection with such objectivesand purposes or incidental thereto.  Allactions and determinations to be made by the Sponsor hereunder shall, unlessotherwise expressly provided, be made in the Sponsor’s sole and absolutediscretion.

###  

### (b)                                 TheSponsor is specifically authorized to manage Systematic Momentum FuturesAccess’cash flow, including through paying its costs by bank or other borrowings.

###  

## SECTION 5.02.  SERVICE PROVIDERS; INVESTMENTS;ACCOUNTS.  The Sponsor is herebyauthorized and empowered to carry out and implement any and all of theobjectives and purposes of Systematic Momentum FuturesAccess, including andwithout limiting the generality of the foregoing:

##  

### (a)                                  toinvest in and redeem from, allocating and reallocating Systematic MomentumFuturesAccess’ capital among, the various FuturesAccess Funds;

###  

### (b)                                 toengage attorneys, accountants, agents and other persons as the Sponsor may deemnecessary or advisable;

###  

### (c)                                  toopen, maintain and close accounts, including margin, discretionary and cashmanagement accounts, with brokers, dealers, counterparties or other persons (ineach case, including affiliates of the Sponsor) and to pay the customary feesand charges applicable to transactions in, or the maintenance of, all suchaccounts;

###  

### (d)                                 toinvest in money-market funds (including funds sponsored by affiliates of theSponsor), Treasury bills or other short-term, interest-bearing instruments;

###  

### (e)                                  toopen, maintain and close bank and other interest-bearing andnon-interest-bearing accounts; and

###  

### (f)                                    toenter into, make, execute and perform such contracts, agreements and otherundertakings as the Sponsor may deem necessary, advisable or incidental to theconduct of the business of Systematic Momentum FuturesAccess.

###  

## SECTION 5.03. ACTIVITIES OF THE SPONSOR PARTIES.

##  

### (a)                                  Therespective Sponsor Parties will not devote their full business time, or anymaterial portion of their business time, to Systematic Momentum FuturesAccess,as each is involved in the management of numerous other client and proprietaryaccounts.  However, the Sponsor herebyagrees to devote to the objectives and purposes of Systematic MomentumFuturesAccess such amount of the business time of its officers and employees asthe Sponsor shall deem necessary for the management of the affairs of 

 

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### SystematicMomentum FuturesAccess; provided, however, that nothing contained in this**Section 5.03(a) **shall preclude any Sponsor Partyfrom acting as a director, stockholder, officer or employee of any corporation,a trustee of any trust, a partner of any partnership, a manager or member ofany other limited liability company or an administrative official of any otherbusiness or governmental entity, or from receiving compensation for servicesrendered thereto, from participating in profits derived from investments in anysuch entity or from investing in any securities or other property for suchperson’s own account.

###  

### (b)                                 Ascontemplated by **Section 2.05(g)**, the Sponsorretains outside service providers to supply certain services to FuturesAccess,including, but not limited to: tax reporting; custody; accounting; and escrowservices to FuturesAccess.  Operatingcosts include Systematic Momentum FuturesAccess’ allocable share of the feesand expenses of such (or other) service providers, as well as the fees andexpenses of any Sponsor Party which may provide such (or other) services in thefuture.

###  

## SECTION 5.04.  SERVICES PERFORMED FOR SYSTEMATIC MOMENTUMFUTURESACCESS.  Any Sponsor Party mayperform administrative services for Systematic Momentum FuturesAccess, withoutsuch Sponsor Party waiving its fees for such services.

##  

## SECTION 5.05.  INTERESTED PARTIES.  The fact that a Sponsor Party or an Investoris directly or indirectly interested in or connected with Systematic MomentumFuturesAccess or a related party with which or with whom Systematic MomentumFuturesAccess has dealings, including but not limited to the Sponsor’s sharingin the Management Fees paid and Performance Fees paid by the underlying FuturesAccessFunds in which the Sponsor invests, the receipt or rebate of other advisoryand/or management fees, brokerage commissions, “bid-ask” spreads, mark-ups orother expenses, shall not preclude such dealings or make them void or voidable;and neither Systematic Momentum FuturesAccess nor any of the Investors shallhave any rights in or to any such dealings or in or to any profits derivedtherefrom.

##  

## SECTION 5.06.  EXCULPATION. The Sponsor Parties shall not be liable to Systematic MomentumFuturesAccess or any Investor for any claims, costs, expenses, damages orlosses arising out of or in connection with this Agreement, the Sponsor actingas manager of Systematic Momentum FuturesAccess, Systematic MomentumFuturesAccess in general or the offering of the Units, for any conductundertaken or omitted in good faith, and in the belief that such conduct oromission was in, or not opposed to, the best interests of Systematic MomentumFuturesAccess; provided, that such conduct or omission did not constitute grossnegligence or intentional misconduct on the part of such Sponsor Party.

##  

No Sponsor Party shall beliable to Systematic Momentum FuturesAccess or any Investor for failure toobtain for any FuturesAccess Fund or Systematic Momentum FuturesAccess the lowestnegotiated brokerage commission rates, or to combine or arrange trading ordersso as to obtain the lowest brokerage commission rates with respect to anytransaction on behalf of any FuturesAccess Fund or for the failure torecapture, directly or indirectly, any brokerage commissions for the benefit ofthe FuturesAccess Fund or Systematic Momentum FuturesAccess.

 

No Sponsor Party shall beliable to Systematic Momentum FuturesAccess or any Investor for claims, costs,expenses, damages or losses due to circumstances beyond any Sponsor Party’scontrol, or due to the negligence, dishonesty, bad faith or misfeasance of anythird party chosen by a Sponsor Party in good faith.

 

In no respect by way oflimiting the foregoing exculpatory provisions but rather by way of greatercertainty, no Sponsor Party shall be liable to Systematic MomentumFuturesAccess or any Investor for any actions or omissions of:  (i) the trading advisor for anyFuturesAccess Fund; (ii) any broker, dealer or counterparty unaffiliatedwith Merrill Lynch chosen by a Sponsor Party in good faith; or (iii) anybroker, dealer or counterparty chosen by the trading advisor for anyFuturesAccess Fund.

 

Affiliates of the Sponsorwill provide Systematic Momentum FuturesAccess with futures brokerage, forwarddealing and other counterparty and dealer services, and shall receivecompensation in connection therewith.

 

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## SECTION 5.07.  INDEMNIFICATION.  Systematic Momentum FuturesAccess shallindemnify and hold harmless the Sponsor Parties from and against any claims,costs, expenses, damages or losses (including, without limitation, from andagainst any judgment, settlement, attorneys’ fees and other costs or expensesincurred in connection with the defense of any actual or threatened action orproceeding) suffered or sustained by any of them by reason of the fact that aSponsor Party is or was connected in any respect with Systematic MomentumFuturesAccess; provided, that the conduct or omission which led to such claim,cost, expense, damage or loss met the standard of exculpation set forth in **Section 5.06**above.

##  

Systematic MomentumFuturesAccess shall advance payments asserted by a Sponsor Party to be dueunder the preceding paragraph pending a final determination of whether suchindemnification is, in fact, due; provided, that such Sponsor Party agrees inwriting to return any amounts so advanced (without interest) in the event suchindemnification is finally determined not to be due.

 

Whether or not a SponsorParty is entitled to indemnification hereunder shall be determined by thejudgment of independent counsel as to whether such Sponsor Party has reasonablegrounds for asserting that indemnification is so due, unless otherwisedetermined by a court, arbitral tribunal or administrative forum.

 

In the event SystematicMomentum FuturesAccess is made a party to any claim, dispute or litigation, orotherwise incurs any loss or expense, as a result of or in connection with anyInvestor’s activities, obligations or liabilities unrelated to SystematicMomentum FuturesAccess’ business, such Investor shall indemnify and reimburseSystematic Momentum FuturesAccess for all loss and expense incurred, includingattorneys’ fees.

 

## SECTION 5.08.  FUTURESACCESS FUNDS’ STANDARD OF LIABILITYAND INDEMNIFICATION.  The Investorsacknowledge and agree that each FuturesAccess Fund in which Systematic MomentumFuturesAccess invests will apply the same standard of liability andindemnification to the Sponsor in its capacity as sponsor of such FuturesAccessFund.

##  

## SECTION 5.09.  INVESTORS’ TRANSACTIONS.  Nothing in this Agreement is intended toprohibit any Investor from buying, selling or otherwise transacting insecurities, commodity interests, currency interests, swap agreements or otherinstruments for such Investor’s own account, including commodity interests,currency interests, swap agreements, securities or other instruments which arethe same as those held by Systematic Momentum FuturesAccess or anyFuturesAccess Fund in which Systematic Momentum FuturesAccess invests.

##  

## SECTION 5.10.  RELIANCE BY THIRD PARTIES.  In dealing with the Sponsor acting on behalfof Systematic Momentum FuturesAccess, no person shall be required to inquireinto the authority of the Sponsor to bind Systematic MomentumFuturesAccess.  Persons dealing withSystematic Momentum FuturesAccess shall also be entitled to rely on acertification by the Sponsor with regard to the authority of other persons toact on behalf of Systematic Momentum FuturesAccess in any matter.

##  

## SECTION 5.11.  REGISTRATION OF ASSETS.  Any assets owned by Systematic MomentumFuturesAccess may be registered in Systematic Momentum FuturesAccess’ name, inthe name of a nominee or in “street name.”

##  

## SECTION 5.12.  LIMITATION ON AUTHORITY OF THE SPONSOR.  The Sponsor shall not have the authoritywithout the consent of Investors holding more than 50% of the outstanding Units(by Net Asset Value), not including Units held by Sponsor Parties, then held byInvestors to:

##  

### (a)                                  doany act in contravention of this Agreement (other than pursuant to the Sponsor’sauthority to unilaterally amend this Agreement, as provided in **Section 10.03**);

###  

### (b)                                 confessa judgment against Systematic Momentum FuturesAccess; or

###  

### (c)                                  possessSystematic Momentum FuturesAccess property or assign rights to specificFuturesAccess Fund property for other than a FuturesAccess Fund purpose.

 

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# **ARTICLE VI**

# **ADMISSION OF INVESTORS**

# ** **

## SECTION 6.01.  PROCEDURE AS TO NEW INVESTORS.  The Sponsor may, as of the beginning of anycalendar month (or as of such other times as the Sponsor may deem appropriate),admit one or more new Investors by issuing to such Investor(s) Units ofthe appropriate Class.  Each new Investorto FuturesAccess shall execute and deliver an appropriate FuturesAccess ProgramSubscription and Exchange Agreement, and the Sponsor may require that eachadditional Capital Contribution (whether a new subscription or an exchange)shall be accompanied by a new FuturesAccess Program Subscription and ExchangeAgreement Signature Page.  SystematicMomentum FuturesAccess may charge an Investor such amount as may be deemedappropriate by the Sponsor to compensate Systematic Momentum FuturesAccess inthe case of any Capital Contribution received by Systematic MomentumFuturesAccess after the day as of which the new Investor making such CapitalContribution is admitted to Systematic Momentum FuturesAccess and such Investor’sUnits are deemed to have been issued.

##  

Admission of a new Investorshall not result in a dissolution of Systematic Momentum FuturesAccess.

##  

## SECTION 6.02.  PROCEDURE AS TO NEW MANAGERS.  One or more additional managers may beadmitted to Systematic Momentum FuturesAccess by the Sponsor, without theconsent of any Investor, if, but only if, the additional manager or managersare affiliates of the Sponsor or successors to all or a material portion of theSponsor’s equity or assets.  The Sponsorshall promptly notify the Investors of the admission of any such affiliated manageror managers (such notice need not, however, be prior notice).  No manager or managers which is not or arenot affiliated with the Sponsor may be admitted to Systematic MomentumFuturesAccess without the consent of Investors holding more than 50% of theoutstanding Units (by Net Asset Value), not including Units held by SponsorParties, then held by Investors; provided, that the foregoing restriction shallnot apply in the case of a sale of all or a material portion of the Sponsor’sequity or assets.

##  

# **ARTICLE VII**

# **BOOKS OF ACCOUNT; AUDITS; REPORTS TO INVESTORS**

# ** **

## SECTION 7.01.  BOOKS OF ACCOUNT.  The books of account of Systematic MomentumFuturesAccess shall be maintained in accordance with generally acceptedaccounting principles under the accrual basis of accounting by or under thesupervision of the Sponsor and shall be open to inspection by any Investor orsuch Investor’s representative during regular business hours; provided,however, that such books and records shall only be available for inspectionpursuant to a valid, non-commercial purpose related to an Investor’s status asan Investor.

##  

## SECTION 7.02.  ANNUAL AUDIT. The accounts of Systematic Momentum FuturesAccess shall be audited as ofthe close of each fiscal year by an independent public accounting firm (the “Accountant”)selected by the Sponsor and in accordance with the applicable Commodity FuturesTrading Commission regulations.

##  

The Sponsor or its agentsshall cause to be prepared and mailed to each Investor, including Investors whohave redeemed all of their Units and withdrawn but who were Investors at anytime during a fiscal year, audited financial statements and a report preparedby the Accountant, setting forth as of the end of such fiscal year:

 

### (a)                                  theassets and liabilities of Systematic Momentum FuturesAccess;

###  

### (b)                                 thenet capital appreciation or depreciation of Systematic Momentum FuturesAccessfor such fiscal year;

###  

### (c)                                  theNet Asset Value of Systematic Momentum FuturesAccess as of the end of suchfiscal year; and

###  

### (d)                                 theNet Asset Value per Unit of each Class as of the end of such fiscal year.

 

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The Sponsor shall not berequired to provide Investors with an annual audit in respect of any given yearby any particular date in the following year, nor shall the Net Asset Value ofthe Units be audited as of any date other than the end of a fiscal year.

 

The Investors acknowledgethat the Sponsor will be unable to provide the Investors with SystematicMomentum FuturesAccess’ audited financial statements until the Sponsor hasreceived the audited financial statements from the underlying FuturesAccessFunds in which Systematic Momentum FuturesAccess invests.

 

The Sponsor or its agentsshall cause each Investor, including former Investors who were Investors at anytime during such fiscal year, to be furnished with all information relating toSystematic Momentum FuturesAccess necessary to enable such Investor to preparesuch Investor’s federal income tax return; provided, that all Investorsacknowledge and agree that such information may initially be provided in theform of estimates pending completion of Systematic Momentum FuturesAccess’audit for such fiscal year, and that Investors may be required to obtainextensions of the date by which their federal and state income tax returns mustbe filed.  The Sponsor will have noliability to any Investor as a result of such Investor being required to obtainany such extensions.

 

## SECTION 7.03.  INTERIM REPORTS.  From time to time, but no less frequentlythan monthly, the Sponsor shall cause to be prepared and delivered (at theexpense of Systematic Momentum FuturesAccess), to each Investor interim reportsindicating Systematic Momentum FuturesAccess’ estimated results of operationsand presenting such other matters concerning Systematic Momentum FuturesAccess’operations as the Sponsor may deem appropriate as well as those required by theapplicable Commodity Futures Trading Commission regulations.  The estimated performance of SystematicMomentum FuturesAccess will be available upon request to the Sponsor by anyInvestor.

 

# **ARTICLE VIII**

# **CONFLICTS OF INTEREST**

# ** **

## SECTION 8.01.  INVESTORS’ CONSENT.  Each Investor, by subscribing for Units,gives full and informed consent to the conflicts of interest to which theSponsor Parties are subject in their operation of Systematic MomentumFuturesAccess, as disclosed in the Confidential Program Disclosure Document andas contemplated herein (including without limitation the Sponsor sharing in theManagement and Performance Fees paid with respect to Systematic MomentumFuturesAccess’ investment in the FuturesAccess Funds, whether such sharing isachieved directly or through the FuturesAccess Fund’s special allocation to theSponsor of such shared Management Fees and Performance Fees), and covenants notto object to or bring any proceedings against any Sponsor Party relating to anysuch conflicts of interest; provided, that such Sponsor Party complies with thestandard of exculpation set forth in **Section 5.06**.

##  

In addition to theprovisions of the preceding paragraph, the Sponsor is hereby specificallyauthorized to invest Systematic Momentum FuturesAccess’ assets in FuturesAccessFunds which direct transactions to Sponsor Parties.

 

## SECTION 8.02.  INVESTORS’ REPRESENTATIVE.

##  

### (a)                                  AnInvestors’ Representative — a professional services firm that is independent ofthe Sponsor and its affiliates and that does not otherwise perform materialservices for the Sponsor or any affiliated entity (other than as an investors’representative for other funds) — may be appointed by the Sponsor from time totime as a means of providing (or withholding) the informed consent of Investorsrequired for Systematic Momentum FuturesAccess to enter into certaintransactions which otherwise may be inappropriate or impermissible due to theconflicts of interest involved (for example, allocations to FuturesAccess Fundsin which the Sponsor or its affiliates have a substantial proprietaryinterest).  The transactions submitted tothe Investors’ Representative for consent will typically be transactions whichthe Sponsor believes to be in the best interests of Systematic MomentumFuturesAccess but which, nevertheless, may require Investor consent under Section 206(3) orother applicable provisions of the Investment Advisers Act of 1940, as amended(the “Advisers Act”).  The role of theInvestors’ Representative will not be to make investment recommendations orpricing determinations nor to review the merits of any transaction presented toit, but only to confirm that the conflicts of interest involved have beenresolved and that Systematic Momentum FuturesAccess enters into suchtransactions on an arm’s length basis. The Investors’ Representative will 

 

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### be exculpated and indemnified to thesame extent as the Sponsor.

###  

### (b)                                 TheSponsor has initially appointed Arthur F. Bell, Jr. & Associates,L.L.C. to act as the Investors’ Representative. The Sponsor will notify Investors of any change in the appointment ofthe Investors’ Representative and will report annually to Investors alltransactions approved by the Investors’ Representative during the fiscal-yearperiod then ended.  The Sponsor mayresolve conflict of interest situations itself without referring the matter tothe Investors’ Representative, unless otherwise required by law.

###  

### (c)                                  Bysubscribing for Units in Systematic Momentum FuturesAccess, each Investorexpressly authorizes the Sponsor to appoint an Investors’ Representative to actas their agent in consenting (or withholding consent) to transactions presentedto it.

###  

# **ARTICLE IX**

# **DISSOLUTION AND WINDING UP**

# ** **

## SECTION 9.01.  EVENTS OF DISSOLUTION.  Systematic Momentum FuturesAccess will bedissolved, the affairs of Systematic Momentum FuturesAccess will be wound upand Systematic Momentum FuturesAccess will be liquidated upon the occurrence ofany of the following events:

##  

### (a)                                  bankruptcy,dissolution, withdrawal or other termination of the last remaining manager ofSystematic Momentum FuturesAccess;

###  

### (b)                                 anyevent which would make unlawful the continued existence of Systematic MomentumFuturesAccess;

###  

### (c)                                  withdrawalof the Sponsor unless at such time there is at least one remaining manager; or

###  

### (d)                                 thedetermination by the Sponsor to liquidate the FuturesAccess Fund and wind upits affairs.

 

Nothing in this **Section 9.01** shall impair the right of Investorsholding more than 50% of the outstanding Units then held by Investors to votewithin 90 calendar days of any of the foregoing events of dissolution to continueSystematic Momentum FuturesAccess on the terms set forth herein (if it islawful to do so), and to appoint one or more managers for Systematic MomentumFuturesAccess.

 

## SECTION 9.02.  DISSOLUTION. Upon the dissolution of Systematic Momentum FuturesAccess, the Sponsor(or, if the Sponsor has withdrawn, such other liquidator as the Investors may,by vote of more than 50% of the outstanding Units by Net Asset Value, notincluding Units held by Sponsor Parties, select) shall wind up SystematicMomentum FuturesAccess’ affairs and, in connection therewith, shall distributeSystematic Momentum FuturesAccess’ assets in the following manner and order:

##  

### (a)                                  FIRST,to the payment and discharge of all claims of creditors of Systematic MomentumFuturesAccess (including creditors who are Investors);

###  

### (b)                                 SECOND,to the establishment of such reserves as the Sponsor (or such other liquidator)may consider reasonably necessary or appropriate for any losses, contingencies,liabilities or other matters of or relating to Systematic MomentumFuturesAccess; provided, however, that if and when the Sponsor (or such otherliquidator) determines that the causes for such reserves have ceased to exist,the monies, if any, then held in reserve shall be distributed in the manner hereinafterprovided; and

###  

### (c)                                  THIRD,after making all final allocations contemplated by Article II (and forsuch purposes treating the date of dissolution as if it were a December 31),to the distribution in cash of the remaining assets of Systematic MomentumFuturesAccess among the Investors in accordance with the positive balance ineach such Investor’s Closing Capital Account as of the last day of theAccounting Period in which Systematic Momentum FuturesAccess’ dissolutionoccurs.  Any assets distributed in kindin the liquidation 

 

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### shall bevalued, for purposes of such distribution, in accordance with **Section 2.10** as of the date of distribution, and anydifference between such value and the carrying value of such assets shall, tothe extent not otherwise taken into account in determining Net Asset Value, bedeemed to constitute income or loss to Systematic Momentum FuturesAccess.

###  

# **ARTICLE X**

# **MISCELLANEOUS PROVISIONS**

# ** **

## SECTION 10.01.  INVESTORS NOT TO CONTROL.  The Investors shall take no part in theconduct or control of Systematic Momentum FuturesAccess’ business and shallhave no authority or power to act for or to bind Systematic MomentumFuturesAccess.

##  

## SECTION 10.02.  POWER OF ATTORNEY.  Each Investor, by subscribing for Units, doeshereby constitute and appoint the Sponsor, as such Investor’s true and lawfulrepresentative and attorney-in-fact, with authority in such Investor’s name,place and stead to make, execute, sign and file a Certificate of Formation ofSystematic Momentum FuturesAccess, any amendments thereto authorized herein,any amendments to this Agreement authorized herein, and all such otherinstruments, documents and certificates which may, from time to time, berequired by, or deemed advisable by the Sponsor under, the laws of the UnitedStates of America, the State of Delaware, the State of New Jersey, the State ofNew York or any other state or political subdivision in which the Sponsor shalldetermine that Systematic Momentum FuturesAccess shall do business, toeffectuate, implement and continue the valid existence of Systematic MomentumFuturesAccess.

##  

## SECTION 10.03.  AMENDMENTS; CONSENTS.  This Agreement may not be modified or amendedwithout the written consent of the Sponsor.

##  

This Agreement may bemodified or amended at any time with the consent of the Sponsor and byInvestors holding more than 50% of the outstanding Units (by Net Asset Value)not including Units held by Sponsor Parties.

 

For all purposes of thisAgreement, except as provided in the last paragraph of this **Section 10.03**, when the consent of Investors isrequired, the affirmative consent of Investors is not required; “negativeconsent” by failure to object in writing after reasonable notice of a proposedmodification or amendment is sufficient — 30 calendar days to be conclusivelypresumed to constitute “reasonable notice” for such purposes.

 

The Sponsor may, withoutthe consent of the Investors, modify or amend any provision of this Agreementfor any of the following purposes:

 

### (a)                                  toadd to this Agreement any further covenants, restrictions, undertakings orother provisions for the protection or benefit of Investors;

###  

### (b)                                 tocure any ambiguity or to correct or supplement any provision contained hereinwhich may be defective or inconsistent with any other provisions containedherein or in the Confidential Program Disclosure Document;

###  

### (c)                                  tocause the allocations contained in Article II to comply with Section 704of the Code or any other statutory provisions or regulations relating to suchallocations;

###  

### (d)                                 toprovide for the issuance of new Classes of Units, or to amend the manner inwhich Units may be exchanged among funds in FuturesAccess or between differentClasses of Units, provided that doing so is not adverse to outstanding Units(as contemplated by **Section 10.13**);or

###  

### (e)                                  tomake any other change not materially adverse to the interests of the Investors.

 

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Notwithstanding anythingin this **Section 10.03** to the contrary,without the affirmative written consent of each Investor affected thereby, nosuch modification or amendment shall: reduce the liabilities, obligations orresponsibilities of the Sponsor (except that the Sponsor may take action toadmit any person or entity which is an affiliate of the Sponsor as a substitutemanager, and to provide for the Sponsor subsequently to withdraw fromSystematic Momentum FuturesAccess or to provide for the Sponsor to withdrawfrom Systematic Momentum FuturesAccess without admitting any such substitutemanager to Systematic Momentum FuturesAccess); increase the liabilities ofInvestors; or reduce the participation of Investors in the profits and lossesof Systematic Momentum FuturesAccess or in any distributions made by SystematicMomentum FuturesAccess as set forth herein.

 

## SECTION 10.04.  NOTICES. Any notice to Systematic Momentum FuturesAccess or the Sponsor relatingto this Agreement shall be in writing and delivered in person or by registeredor certified mail and addressed to the Sponsor at the principal office ofSystematic Momentum FuturesAccess.  Allnotices and reports sent to the Investors shall be addressed to each Investorat the address set forth in such Investor’s FuturesAccess Program Subscriptionand Exchange Agreement (including the FuturesAccess Program Subscription andExchange Agreement Signature Page).  AnyInvestor may designate a new address by written notice to the Sponsor.  Unless otherwise specifically provided inthis Agreement, a notice shall be deemed to have been given to SystematicMomentum FuturesAccess or the Sponsor when actually received by the Sponsor,and to have been given to an Investor three business days after being depositedin a post office or regularly maintained mailbox or when delivered inperson.  The Sponsor may waive any noticerequirement relating to notice to Systematic Momentum FuturesAccess or toitself, but no such waiver shall constitute a continuing waiver.

##  

## SECTION 10.05.  LEGAL EFFECT; MANNER OF EXECUTION.  This Agreement shall be binding upon theInvestors, the Sponsor and their respective permitted successors andassigns.  This Agreement shall inure tothe benefit of the foregoing parties as well as to the benefit of the SponsorParties.

##  

This Agreement may beexecuted by power-of-attorney embodied in a FuturesAccess Program Subscriptionand Exchange Agreement (including the FuturesAccess Program Subscription andExchange Agreement Signature Page) or similar instrument with the same effectas if the parties executing the FuturesAccess Program Subscription and ExchangeAgreement (including the FuturesAccess Program Subscription and ExchangeAgreement Signature Page) or similar instrument had all executed onecounterpart of this Agreement; provided, that this Agreement may also beexecuted in separate counterparts.

 

## SECTION 10.06.  ENTIRE AGREEMENT.  This Agreement constitutes the entireagreement between the parties hereto and amends, restates, and supersedes allprior agreements among any of the parties hereto with respect to the mattersreferred to herein, and no other agreement, verbal or otherwise, shall bebinding as between the parties unless it shall be in writing and signed by theparty against whom enforcement is sought.

##  

## SECTION 10.07.  GOVERNING LAW.  THIS AGREEMENT SHALL BE GOVERNED BY ANDCONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARDTO PRINCIPLES OF CONFLICTS OF LAWS.  THERIGHTS AND LIABILITIES OF THE INVESTORS SHALL BE AS PROVIDED IN THE ACT, EXCEPTAS HEREIN OTHERWISE EXPRESSLY PROVIDED.

##  

## SECTION 10.08.  CONSENT TO JURISDICTION.  All controversies arising hereunder or inconnection with the affairs of Systematic Momentum FuturesAccess shall bebrought in the state or federal courts located in New York, New York, and allInvestors hereby irrevocably consent to such jurisdiction and venue.

##  

## SECTION 10.09.  “TAX MATTERS PARTNER”; TAX ELECTIONS.  The Sponsor is designated as the “Tax MattersPartner” for Systematic Momentum FuturesAccess and shall be empowered to makeor revoke any elections now or hereafter required or permitted to be made bythe Code, regulations promulgated thereunder or any state or local tax law.

##  

Unless the Sponsorotherwise consents, each Investor, by subscribing for Units, agrees not totreat any tax item on such Investor’s individual tax return in a mannerinconsistent with the treatment of such item by Systematic Momentum 

 

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FuturesAccess, asreflected on the Schedule K-1 or other information statement furnished bySystematic Momentum FuturesAccess to such Investor, or to file any claim forrefund relating to any such tax item which would result in such inconsistenttreatment.

 

## SECTION 10.10.  DETERMINATION OF MATTERS NOT PROVIDED FOR INTHIS AGREEMENT.  The Sponsor shall beempowered to decide, in its good faith judgment, any questions arising withrespect to Systematic Momentum FuturesAccess or to this Agreement, and toprovide for matters arising hereunder but which are not specifically set forthherein, as the Sponsor may deem to be in, or not opposed to, the best interestsof Systematic Momentum FuturesAccess.

##  

## SECTION 10.11.  NO PUBLICITY. Each Investor agrees that such Investor will in no event provideinformation concerning Systematic Momentum FuturesAccess to any third party,knowing that such third party may use such information in any form ofpublication, newsletter or circular, whether publicly or privatelydistributed.  Each Investor’s investmentin Systematic Momentum FuturesAccess, as well as the performance of suchinvestment, shall be maintained on a strictly confidential basis; provided,that the Sponsor may make use of Systematic Momentum FuturesAccess’ performancerecord in the ordinary course of the Sponsor’s business activities.

##  

## SECTION 10.12.  SURVIVAL. The indemnity and exculpation provisions hereof, as well as theobligations to settle accounts, shall survive the withdrawal of any Investor aswell as the dissolution of Systematic Momentum FuturesAccess.

##  

## SECTION 10.13.  WAIVERS. The Sponsor may waive any provision of this Agreement restricting theactions of Investors in respect of certain but not all Investors provided thatdoing so will have no adverse effect on other Investors.

##  

## SECTION 10.14.  VOTING RIGHTS.  The voting rights of the Units shall bedetermined by their respective Net Asset Values.  In determining the number of Units entitledto vote or consent and the number of votes or consents needed for approval ofany matter for which such a vote or consent is provided for herein, Units heldby any Sponsor Party (including, without limitation, the Sponsor’s CapitalAccount, if any, on a Unit-equivalent basis) shall not be counted.

##  

## SECTION 10.15. ISSUANCE OF DIFFERENT CLASSES.

##  

### (a)                                  TheSponsor may, at any time and from time to time, issue different Classes ofUnits, and may adjust the allocation, voting and other provisions of thisAgreement so as equitably to reflect the issuance of such additionalClasses.  The Sponsor may also alter theterms on which Units of any Class are sold, provided that doing so doesnot adversely affect existing Investors.

###  

### (b)                                 Thefact that, for purposes of convenience, Units issued by Systematic MomentumFuturesAccess shall be designated as being Units of different “Classes” shallin no respect imply that these Units constitute different classes of equityinterests as opposed to simply being subject to different fees.

###  

## SECTION 10.16.  COMPLIANCE WITH THE ADVISERS ACT; SECURITIESLAWS.

##  

### (a)                                  Tothe extent that any provision hereof may be construed in a manner inconsistentwith the Advisers Act, it is the express intent of the Sponsor and theInvestors that such provision be interpreted and applied *ab initio*so as to comply with the Advisers Act in all respects (even if doing soeffectively amends the terms of this Agreement).

###  

### (b)                                 Nothingin this Agreement shall be deemed to constitute a waiver by any Investor ofsuch Investor’s rights under any federal or state securities laws.

###  

## SECTION 10.17.  AMENDMENT AND RESTATEMENT.  This Agreement amends and restates all priorlimited liability company operating agreements of Systematic MomentumFuturesAccess.

##  

***  *  * *  *  *  ***

 

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****IN WITNESS WHEREOF, the undersigned have executed thisAgreement by their respective representatives thereunto duly authorized.****

 
| ****INVESTORS:**** | **** ****                                     | ****SPONSOR:**** |
|--------------------|----------------------------------------------------|------------------|
| **** ****     | **** ****                                     | **** ****   | **** **** |
| ****By:****        | ****Merrill  Lynch Alternative Investments LLC**** | **** ****   | ****Merrill  Lynch Alternative Investments LLC**** |
| **** ****     | ****Attorney-in-Fact****                           | **** ****   | **** **** |
| **** ****     | **** ****                                     | **** ****   | **** **** |
| **By:**            | ** **                                         | ** **       | **By:** | ** ** |

 

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