Common use of ALLOCATION OF PROFITS AND LOSSES FOR INCOME TAX PURPOSES Clause in Contracts

ALLOCATION OF PROFITS AND LOSSES FOR INCOME TAX PURPOSES. (a) A Tax Account shall be established for each Unit of each Class. The Tax Accounts of all outstanding Units shall initially be equal to each Unit’s net purchase price (i.e., the subscription price for such Unit reduced by any sales commissions) and shall subsequently be increased by such Unit’s share of the taxable and tax-exempt income and gain of this FuturesAccess Fund and decreased by such Unit’s share of the items of loss or expense and nondeductible items of loss or expense of this FuturesAccess Fund, as well as by any distributions. (b) For federal income tax purposes, items of ordinary income and loss, capital gain and capital loss shall, unless the Sponsor believes that doing so would not equitably reflect the economic experience of the Units, be allocated as of December 31 of each year among the Units, in the following order and priority: (i) Items of ordinary income and deduction generated by this FuturesAccess Fund shall be allocated pro rata among the Units which were outstanding during the months in such year when such items of ordinary income and deduction accrued. (ii) Gains will 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 the respective Tax Account balances of the redeemed Units. SECOND, gains will be allocated to Investors to the extent of the positive difference (if any) between the Capital Account balance and the Tax Account balance attributable to their remaining Units. THIRD, gains will be allocated among all Investors based on the respective Net Asset Values of their outstanding Units. (iii) Losses shall 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 the respective Tax Account balances of the redeemed Units. SECOND, losses shall be allocated to Investors to the extent of the negative difference (if any) between the Capital Account balance and Tax Account balance attributable to their remaining Units. THIRD, losses shall be allocated among all Investors based on the respective Net Asset Values of their outstanding Units. (iv) In the 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 required at such level, such allocation will be made pro rata among all Investors who are subject to an allocation at such level in accordance with the respective amounts which would have been allocated had a complete allocation been possible. (v) Management Fees, Performance Fees and Sponsor’s Fees, as well as the operating expenses (in each case as adjusted to reflect the non-deductibility of all or a portion of such Sponsor’s Fees and operating expenses) and extraordinary expenses, shall be allocated, for tax purposes, to the Investors based on the amount of the foregoing actually debited from the Units’ respective Capital Accounts of the Investors’ respective Units. (vi) Items of ordinary income and/or gain attributable to amounts received by this FuturesAccess Fund from the Trading Advisor for payment to the Sponsor shall be specially allocated to the Sponsor.

ALLOCATION OF PROFITS AND LOSSES FOR INCOME TAX PURPOSES. (a) A Tax Account shall be established for each Unit of each Class. The Tax Accounts of all outstanding Units shall initially be equal to each Unit’s net purchase price (i.e., the subscription price for such Unit reduced by any sales commissions) and shall subsequently be increased by such Unit’s share of the taxable and tax-exempt income and gain of this FuturesAccess Fund and decreased by such Unit’s share of the items of loss or expense and nondeductible items of loss or expense of this FuturesAccess Fund, as well as by any distributions. (b) For federal income tax purposes, items of ordinary income and loss, capital gain and capital loss shall, unless the Sponsor believes that doing so would not equitably reflect the economic experience of the Units, be allocated as of December 31 of each year among the Units, in the following order and priority: (i) Items of ordinary income and deduction generated by this FuturesAccess Fund shall be allocated pro rata among the Units which were outstanding during the months in such year when such items of ordinary income and deduction accrued. (ii) Gains will 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 the respective Tax Account balances of the redeemed Units. SECOND, gains will be allocated to Investors to the extent of the positive difference (if any) between the Capital Account balance and the Tax Account balance attributable to their remaining Units. THIRD, gains will be allocated among all Investors based on the respective Net Asset Values of their outstanding Units. (iii) Losses shall 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 the respective Tax Account balances of the redeemed Units. SECOND, losses shall be allocated to Investors to the extent of the negative difference (if any) between the Capital Account balance and Tax Account balance attributable to their remaining Units. THIRD, losses shall be allocated among all Investors based on the respective Net Asset Values of their outstanding Units. (iv) In the 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 required at such level, such allocation will be made pro rata among all Investors who are subject to an allocation at such level in accordance with the respective amounts which would have been allocated had a complete allocation been possible. (v) Management Fees, Performance Fees and Sponsor’s Fees, as well as the operating expenses (in each case as adjusted to reflect the non-deductibility of all or a portion of such Sponsor’s Fees and operating expenses) and extraordinary expenses, shall be allocated, for tax purposes, to the Investors based on the amount of the foregoing actually debited from the Units’ respective Capital Accounts of the Investors’ respective Units. (vi) Items of ordinary income and/or gain attributable to amounts received by this FuturesAccess Fund from the Trading Advisor for payment to the Sponsor shall be specially allocated to the Sponsor. (c) The character of items of income, gain, loss or deduction (ordinary, short-term and long-term) and of the items required to be separately stated by Section 702(a) of the Internal Revenue Code of 1986, as amended (the “Code”), shall be allocated to the Investors pursuant to this Section 2.07 so as equitably to reflect, without discrimination or preference among Investors, the amounts credited or debited to the Units’ respective Capital Accounts pursuant to Section 2.06. Furthermore, to the extent that this FuturesAccess Fund has a net long-term capital gain or loss that may be subject to more than one maximum federal income tax rate, allocations of such gain or loss shall be made pro rata from among the amounts subject to each maximum tax rate. (d) In the case of Units which are transferred during a fiscal year, the tax allocations shall be made to such Units as provided above. The tax items so allocated will then be divided among the transferor(s) and the transferee(s) based on the number of months during such year that each held such Units, or in such other manner as the Sponsor may deem equitable. (e) Having in mind the principles of the allocations set forth above in this Section 2.07 (to which all Investors consent by becoming Investors), the Sponsor may 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) of the Code as the Sponsor may deem fair and equitable — even if not consistent with the foregoing allocations — in order to cause the tax items allocated to the Investors, respectively, better to take into account (as determined by the Sponsor) the Units’ respective Opening Capital Accounts and distributive shares of net profit and net loss, any entry of new Investors, any redemptions, any differences between income for tax purposes and for Net Asset Value purposes, the differences between the Classes of Units and any other special circumstances which may arise; provided, however, that no such allocation by the Sponsor shall discriminate unfairly against any Investor; and provided further, that the Sponsor shall be under no obligation whatsoever to deviate from the allocations set forth above. (f) This FuturesAccess Fund may, to the extent practicable, allocate tax items on a gross rather than a net basis. (g) Allocations pursuant to this Section 2.07 are solely for purposes of federal, state and local taxes and shall not affect, or in any way be taken into account in computing, any Unit’s Capital Account or share of net profits, net losses or distributions. (h) The tax allocations set forth in this Section 2.07 are intended to allocate items of this FuturesAccess Fund’s income, gains, losses and deductions (ordinary, short-term and long-term) in accordance with Sections 704(b) and 704(c) of the Code, and the regulations thereunder, including, without limitation, the requirements set forth therein regarding a “qualified income offset.” (i) The Sponsor may make such modifications to this Agreement as the Sponsor believes may be required to comply with Section 704 of the Code and the regulations thereunder. (j) In the event that the Sponsor determines to issue a new Class of Units, the foregoing tax allocations shall be adjusted so as equitably to allocate tax items between or among the different Classes.

ALLOCATION OF PROFITS AND LOSSES FOR INCOME TAX PURPOSES. (a) A Tax Account shall be established for each Unit of each Class. The Tax Accounts of all outstanding Units shall initially be equal to each Unit’s net purchase price (i.e., the subscription price for such Unit reduced by any sales commissions) and shall subsequently be increased by such Unit’s share of the taxable and tax-exempt income and gain of this FuturesAccess the Fund and decreased by such Unit’s share of the items of loss or expense and nondeductible items of loss or expense of this FuturesAccess the Fund, as well as by any distributions. (b) For federal income tax purposes, items of ordinary income and loss, capital gain and capital loss shall, unless the Sponsor Manager believes that doing so would not equitably reflect the economic experience of the Units, be allocated as of December 31 of each year among the Units, in the following order and priority: (i) Items of ordinary income and deduction generated by this FuturesAccess the Fund (as reported to it by the Underlying Funds in which it invests shall be allocated pro rata among the Units which were outstanding during the months in such year when such items of ordinary income and deduction accrued. (ii) Gains will be allocated FIRST, to Investors Members 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 the respective Tax Account balances of the redeemed Units. SECOND, gains will be allocated to Investors Members to the extent of the positive difference (if any) between the Capital Account balance and the Tax Account balance attributable to their remaining Units. THIRD, gains will be allocated among all Investors Members based on the respective Net Asset Values of their outstanding Units. (iii) Losses shall be allocated FIRST, to Investors Members 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 the respective Tax Account balances of the redeemed Units. SECOND, losses shall be allocated to Investors Members to the extent of the negative difference (if any) between the Capital Account balance and Tax Account balance attributable to their remaining Units. THIRD, losses shall be allocated among all Investors Members based on the respective Net Asset Values of their outstanding Units. (iv) In the 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 required at such level, such allocation will be made pro rata among all Investors Members who are subject to an allocation at such level in accordance with the respective amounts which would have been allocated had a complete allocation been possible. (v) Management Fees, Performance Fees and Sponsor’s Fees, as well as the operating expenses (in each case as adjusted to reflect the non-deductibility of all or a portion of such Sponsor’s Management Fees and operating expenses) and extraordinary expenses, shall be allocated, for tax purposes, to the Investors Members based on the amount of the foregoing actually debited from the Units’ respective Capital Accounts of the InvestorsMembers’ respective Units. (vi) Items of ordinary income and/or gain attributable to amounts received by this FuturesAccess the Fund from the Trading Advisor for payment to the Sponsor Manager shall be specially allocated to the SponsorManager. (c) The character of items of income, gain, loss or deduction (ordinary, short-term and long-term) and of the items required to be separately stated by Section 702(a) of the Internal Revenue Code of 1986, as amended (the “Code”), shall be allocated to the Members pursuant to this Section 2.07 so as equitably to reflect, without discrimination or preference among Members, the amounts credited or debited to the Units’ respective Capital Accounts pursuant to Section 2.06. Furthermore, to the extent that the Underlying Fund has a net long-term capital gain or loss that may be subject to more than one maximum federal income tax rate, allocations of such gain or loss shall be made pro rata from among the amounts subject to each maximum tax rate. (d) In the case of Units which are transferred during a fiscal year, the tax allocations shall be made to such Units as provided above. The tax items so allocated will then be divided among the transferor(s) and the transferee(s) based on the number of months during such year that each held such Units, or in such other manner as the Manager may deem equitable. (e) Having in mind the principles of the allocations set forth above in this Section 2.07 (to which all Members consent by becoming Members), the Manager may 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) of the Code as the Manager may deem fair and equitable — even if not consistent with the foregoing allocations — in order to cause the tax items allocated to the Members, respectively, better to take into account (as determined by the Manager) the Units’ respective Opening Capital Accounts and distributive shares of net profit and net loss, any entry of new Members, any redemptions, any differences between income for tax purposes and for Net Asset Value purposes, the differences between the Classes of Units and any other special circumstances which may arise; provided, however, that no such allocation by the Manager shall discriminate unfairly against any Member; and provided, further, that the Manager shall be under no obligation whatsoever to deviate from the allocations set forth above. (f) The Fund may, to the extent practicable (i.e., to the extent that the Fund receives gross tax allocations from the Underlying Funds in which it invests), allocate tax items on a gross rather than a net basis. (g) Allocations pursuant to this Section 2.07 are solely for purposes of federal, state and local taxes and shall not affect, or in any way be taken into account in computing, any Unit’s Capital Account or share of net profits, net losses or distributions. (h) The tax allocations set forth in this Section 2.07 are intended to allocate items of the Fund’s income, gains, losses and deductions (ordinary, short-term and long-term) in accordance with Sections 704(b) and 704(c) of the Code and the regulations thereunder, including, without limitation, the requirements set forth therein regarding a “qualified income offset.” (i) The Manager may make such modifications to this Agreement as the Manager believes may be required to comply with Section 704 of the Code and the regulations thereunder. (j) In the event that the Manager determines to issue a new Class of Units, the foregoing tax allocations shall be adjusted so as equitably to allocate tax items between or among the different Classes.

ALLOCATION OF PROFITS AND LOSSES FOR INCOME TAX PURPOSES. (a) A Tax Account shall be established for each Unit of each Class. The Tax Accounts of all outstanding Units shall initially be equal to each Unit’s net purchase price (i.e., the subscription price for such Unit reduced by any sales commissions) and shall subsequently be increased by such Unit’s share of the taxable and tax-exempt income and gain of this FuturesAccess Fund and decreased by such Unit’s share of the items of loss or expense and nondeductible items of loss or expense of this FuturesAccess Fund, as well as by any distributions. (b) For federal income tax purposes, items of ordinary income and loss, capital gain and capital loss shall, unless the Sponsor believes that doing so would not equitably reflect the economic experience of the Units, be allocated as of December 31 of each year among the Units, in the following order and priority: (i) Items of ordinary income and deduction generated by this FuturesAccess Fund shall be allocated pro rata among the Units which were outstanding during the months in such year when such items of ordinary income and deduction deductions accrued. (ii) Gains will 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 the respective Tax Account balances of the redeemed Units. SECOND, gains will be allocated to Investors to the extent of the positive difference (if any) between the Capital Account balance and the Tax Account balance attributable to their remaining The Mxxxxxx Lxxxx FuturesAccessSM Funds Units. THIRD, gains will be allocated among all Investors outstanding Units based on the their respective Net Asset Values of their outstanding UnitsValues. (iii) Losses shall 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 the respective Tax Account balances of the redeemed Units. SECOND, losses shall be allocated to Investors to the extent of the negative difference (if any) between the Capital Account balance and Tax Account balance attributable to their remaining Units. THIRD, losses shall be allocated among all Investors outstanding Units based on the their respective Net Asset Values of their outstanding UnitsValues. (iv) In the 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 required at such level, such allocation will be made pro rata among all Investors who Units which are subject to an allocation at such level in accordance with the respective amounts which would have been allocated had a complete allocation been possible. (v) Management FeesManagement, Performance Fees and Sponsor’s Fees, as well as the operating expenses (in each case as adjusted to reflect the non-deductibility of all or a portion of such Sponsor’s Fees and operating expenses) and extraordinary expenses, shall be allocated, for tax purposes, to the Investors Tax Accounts of the Units based on the amount of the foregoing actually debited from the Units’ respective Capital Accounts of the Investors’ respective UnitsAccounts. (vi) Items of ordinary income and/or gain attributable to amounts received by this FuturesAccess Fund from the Trading Advisor for payment to the Sponsor shall be specially allocated to the Sponsor. (c) The character of items of income, gain, loss or deduction (ordinary, short-term and long-term) and of the items required to be separately stated by Section 702(a) of the Code shall be allocated to the Investors pursuant to this Section 2.07 so as equitably to reflect, without discrimination or preference among Investors, the amounts credited or debited to the Units’ respective Capital Accounts pursuant to Section 2.06. Furthermore, to the extent that the FuturesAccess Fund has a net long-term capital gain or loss that may be subject to more than one maximum federal income tax rate, allocations of such gain or loss shall be made pro rata from among the amounts subject to each maximum tax rate. (d) In the case of Units which are transferred during a fiscal year, the tax allocations shall be made to such Units as provided above. The Tax Items so allocated will then be divided among the transferor(s) and the transferee(s) based on the number of months during such year that each held such Units, or in such other manner as the Sponsor may deem equitable. (e) Having in mind the principles of the allocations set forth above in this Section 2.07 (to which all Investors consent by becoming Investors), the Sponsor may 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) of the Code, as the Sponsor may deem fair and equitable — even if not consistent with the foregoing allocations — in order to cause the Tax Items allocated to the Investors, respectively, better to take into account (as determined by the Sponsor) the Units’ respective Opening Capital Accounts and distributive shares of net profit and net loss, any entry of new Investors, any redemptions, any differences between income for tax purposes and for Net Asset Value purposes, the differences between the Classes of Units and any other special circumstances which may arise; provided, however, that no such allocation by the Sponsor shall discriminate unfairly against any Investor; and provided further, that the Sponsor shall be under no obligation whatsoever to deviate from the allocations set forth above. (f) This FuturesAccess Fund may, to the extent practicable, allocate Tax Items on a gross rather than a net basis. The Mxxxxxx Lxxxx FuturesAccessSM Funds (g) Allocations pursuant to this Section 2.07 are solely for purposes of federal, state and local taxes and shall not affect, or in any way be taken into account in computing, any Units’ Capital Account or share of net profits, net losses, other items or distributions. (h) The tax allocations set forth in this Section 2.07 are intended to allocate items of this FuturesAccess Fund’s income, gains, losses and deductions (ordinary, short-term and long-term) in accordance with Sections 704(b) and 704(c) of the Code, and the regulations thereunder, including, without limitation, the requirements set forth therein regarding a “qualified income offset.” (i) The Sponsor may make such modifications to this Agreement as the Sponsor believes may be required to comply with Section 704(c) of the Code and the regulations thereunder. (j) In the event that the Sponsor determines to issue a new Class of Units, the foregoing tax allocations shall be adjusted so as equitably to allocate tax items between or among the different Classes.

ALLOCATION OF PROFITS AND LOSSES FOR INCOME TAX PURPOSES. (a) A Tax Account shall be established for each Unit of each Class. The Tax Accounts of all outstanding Units shall initially be equal to each Unit’s net purchase price (i.e., the subscription price for such Unit reduced by any sales commissions) and shall subsequently be increased by such Unit’s share of the taxable and tax-exempt income and gain of this Systematic Momentum FuturesAccess Fund and decreased by such Unit’s share of the items of loss or expense and nondeductible items of loss or expense of this FuturesAccess FundSystematic Momentum FuturesAccess, as well as by any distributions. (b) For federal income tax purposes, items of ordinary income and loss, capital gain and capital loss shall, unless the Sponsor believes that doing so would not equitably reflect the economic experience of the Units, be allocated as of December 31 of each year among the Units, in the following order and priority: (i) Items of ordinary income and deduction generated by this Systematic Momentum FuturesAccess Fund (as reported to it by the FuturesAccess Funds in which it invests shall be allocated pro rata among the Units which were outstanding during the months in such year when such items of ordinary income and deduction accrued. (ii) Gains will 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 the respective Tax Account balances of the redeemed Units. SECOND, gains will be allocated to Investors to the extent of the positive difference (if any) between the Capital Account balance and the Tax Account balance attributable to their remaining Units. THIRD, gains will be allocated among all Investors based on the respective Net Asset Values of their outstanding Units. (iii) Losses shall 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 the respective Tax Account balances of the redeemed Units. SECOND, losses shall be allocated to Investors to the extent of the negative difference (if any) between the Capital Account balance and Tax Account balance attributable to their remaining Units. THIRD, losses shall be allocated among all Investors based on the respective Net Asset Values of their outstanding Units. (iv) In the 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 required at such level, such allocation will be made pro rata among all Investors who are subject to an allocation at such level in accordance with the respective amounts which would have been allocated had a complete allocation been possible. (v) Management Fees, Performance Fees and Sponsor’s Fees, as well as the operating expenses (in each case as adjusted to reflect the non-deductibility of all or a portion of such Sponsor’s Fees and operating expenses) and extraordinary expenses, shall be allocated, for tax purposes, to the Investors based on the amount of the foregoing actually debited from the Units’ respective Capital Accounts of the Investors’ respective Units. (vi) Items of ordinary income and/or gain attributable to amounts received by this Systematic Momentum FuturesAccess Fund from the Trading Advisor for payment to the Sponsor shall be specially allocated to the Sponsor. (c) The character of items of income, gain, loss or deduction (ordinary, short-term and long-term) and of the items required to be separately stated by Section 702(a) of the Internal Revenue Code of 1986, as amended (the “Code”), shall be allocated to the Investors pursuant to this Section 2.07 so as equitably to reflect, without discrimination or preference among Investors, the amounts credited or debited to the Units’ respective Capital Accounts pursuant to Section 2.06. Furthermore, to the extent that the

ALLOCATION OF PROFITS AND LOSSES FOR INCOME TAX PURPOSES. (a) A Tax Account shall be established for each Unit of each Class. The Tax Accounts of all outstanding Units shall initially be equal to each Unit’s net purchase price (i.e., the subscription price for such Unit reduced by any sales commissions) and shall subsequently be increased by such Unit’s share of the taxable and tax-exempt income and gain of this FuturesAccess Fund and decreased by such Unit’s share of the items of loss or expense and nondeductible items of loss or expense of this FuturesAccess Fund, as well as by any distributions. (b) For federal income tax purposes, items of ordinary income and loss, capital gain and capital loss shall, unless the Sponsor believes that doing so would not equitably reflect the economic experience of the Units, be allocated as of December 31 of each year among the Units, in the following order and priority: (i) Items of ordinary income and deduction generated by this FuturesAccess Fund shall be allocated pro rata among the Units which were outstanding during the months in such year when such items of ordinary income and deduction accrued. (ii) Gains will 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 the respective Tax Account balances of the redeemed Units. SECOND, gains will be allocated to Investors to the extent of the positive difference (if any) between the Capital Account balance and the Tax Account balance attributable to their remaining Units. THIRD, gains will be allocated among all Investors based on the respective Net Asset Values of their outstanding Units. (iii) Losses shall 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 the respective Tax Account balances of the redeemed Units. SECOND, losses shall be allocated to Investors to the extent of the negative difference (if any) between the Capital Account balance and Tax Account balance attributable to their remaining Units. THIRD, losses shall be allocated among all Investors based on the respective Net Asset Values of their outstanding Units. (iv) In the 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 required at such level, such allocation will be made pro rata among all Investors who are subject to an allocation at such level in accordance with the respective amounts which would have been allocated had a complete allocation been possible. (v) Management Fees, Performance Fees and Sponsor’s Fees, as well as the operating expenses (in each case as adjusted to reflect the non-deductibility of all or a portion of such Sponsor’s Fees and operating expenses) and extraordinary expenses, shall be allocated, for tax purposes, to the Investors based on the amount of the foregoing actually debited from the Units’ respective Capital Accounts of the Investors’ respective Units. (vi) Items of ordinary income and/or gain attributable to amounts received by this FuturesAccess Fund from the Trading Advisor for payment to the Sponsor shall be specially allocated to the Sponsor. (c) The character of items of income, gain, loss or deduction (ordinary, short-term and long-term) and of the items required to be separately stated by Section 702(a) of the Internal Revenue Code of 1986, as amended (the “Code”), shall be allocated to the Investors pursuant to this Section 2.07 so as equitably to reflect, without discrimination or preference among Investors, the amounts credited or debited to the Units’ respective Capital Accounts pursuant to Section 2.06. Furthermore, to the extent that this

ALLOCATION OF PROFITS AND LOSSES FOR INCOME TAX PURPOSES. (a) A Tax Account shall be established for each Unit of each Class. The Tax Accounts of all outstanding Units shall initially be equal to each Unit’s net purchase price (i.e., the subscription price for such Unit reduced by any sales commissions) and shall ), subsequently be increased by such Unit’s share of the taxable and tax-exempt income and gain of this FuturesAccess Fund and decreased by such Unit’s share of the items of loss or expense and nondeductible items of loss or expense of this FuturesAccess Fund, as well as by any distributions. (b) For federal income tax purposes, items of ordinary income and loss, capital gain and capital loss shall, unless the Sponsor Manager believes that doing so would not equitably reflect the economic experience of the Units, be allocated as of December 31 of each year among the Units, in the following order and priority: (i) Items of ordinary income and deduction generated by this FuturesAccess Fund shall be allocated pro rata among the Units which were outstanding during the months in such year when such items of ordinary income and deduction deductions accrued. (ii) Gains will 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 the respective Tax Account balances of the redeemed Units. SECOND, gains will be allocated to Investors to the extent of the positive difference (if any) between the Capital Account balance balances and the Tax Account balance balances attributable to their remaining Units. THIRD, gains will be allocated among all Investors outstanding Units based on the their respective Net Asset Values of their outstanding UnitsValues. (iii) Losses shall 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 the respective Tax Account balances of the redeemed Units. SECOND, losses shall be allocated to Investors to the extent of the negative difference (if any) between the Capital Account balance balances and Tax Account balance balances attributable to their remaining Units. THIRD, losses shall be allocated among all Investors outstanding Units based on the their respective Net Asset Values of their outstanding UnitsValues. (iv) In the case of each of the FIRST and SECOND allocation levels set forth in Sections 2.07(b)(ii) and (iii)described above, if there is insufficient gain or loss to make the complete allocation required at such level, such the allocation will be made pro rata among all Investors who Units which are subject to an allocation at such level in accordance with based on the respective amounts which would have been allocated had a complete allocation been possible. (v) Management FeesManagement, Performance Fees and Sponsor’s FeesFees (as applicable), as well as the operating expenses (in each case as adjusted to reflect the non-deductibility of all or a portion of such Sponsor’s Fees and operating expenses) and extraordinary expenses, shall be allocated, for tax purposes, to the Investors Tax Accounts of the Units based on the amount of the foregoing actually debited from the Units’ respective Capital Accounts of the Investors’ respective UnitsAccounts. (vi) Items of ordinary income and/or gain attributable to amounts received by this FuturesAccess Fund from the Trading Advisor trading advisor for payment to the Sponsor Manager shall be specially allocated to the SponsorManager. (c) The character of items of income, gain, loss or deduction (ordinary, short-term and long-term) and of the items required to be separately stated by Section 702(a) of the Code shall be allocated to the Investors pursuant to this Section 2.07 so as equitably to reflect, without discrimination or preference among Investors, the amounts credited or debited to the Units’ respective Capital Accounts pursuant to Section 2.06. (d) In the case of Units which are transferred during a fiscal year, the tax allocations shall be made to such Units as provided above. The Tax Items so allocated will then be divided among the transferor(s) and the transferee(s) based on the number of months during such year that each held the Units or in such other manner as the Manager may deem equitable. (e) Having in mind the principles of the allocations set forth above in this Section 2.07 (to which all Investors consent by becoming Investors), the Manager may nevertheless make such allocations of items of ordinary income and gain, any items required to be separately stated by Section 702(a) of the Code, ordinary deduction and loss as the Manager may deem fair and equitable — even if not consistent with the foregoing allocations — in order to cause the Tax Items allocated to the Investors, respectively, better to take into account (as determined by the Manager) the Units’ respective Opening Capital Accounts and distributive shares of net profit and net loss, any entry of new Investors, any redemptions, any differences between income for tax purposes and for Net Asset Value purposes, the differences between the Classes of Units and any other special circumstances which may arise; provided, however, that no such allocation by the Manager shall discriminate unfairly against any Investor; and provided further, that the Manager shall be under no obligation whatsoever to deviate from the allocations set forth above. (f) This Fund may, to the extent practicable, allocate Tax Items on a gross rather than a net basis (and may do so in respect of certain but less than all fiscal years). (g) Allocations pursuant to this Section 2.07 are solely for purposes of federal, state and local taxes and shall not affect, or in any way be taken into account in computing, any Units’ Capital Account or share of net profits, net losses, other items or distributions. (h) The tax allocations set forth in this Section 2.07 are intended to allocate items of this Fund’s income, gains, losses and deductions (ordinary, short-term and long-term) in accordance with Sections 704(b) and 704(c) of the Code, and the regulations thereunder, including, without limitation, the requirements set forth therein regarding a “qualified income offset.” (i) The Manager may make such modifications to this Agreement as the Manager believes may be required to comply with Section 704(c) of the Code and the regulations thereunder. (j) In the event that the Manager determines to issue a new Class of Units, the foregoing tax allocations shall be adjusted so as equitably to allocate tax items between or among the different Classes.

ALLOCATION OF PROFITS AND LOSSES FOR INCOME TAX PURPOSES. (a) A Tax Account shall be established for each Unit of each Class. The Tax Accounts of all outstanding Units shall initially be equal to each Unit’s 's net purchase price (i.e., the subscription price for such Unit reduced by any sales commissions) and shall subsequently be increased by such Unit’s 's share of the taxable and tax-exempt income and gain of this FuturesAccess Fund and decreased by such Unit’s 's share of the items of loss or expense and nondeductible items of loss or expense of this FuturesAccess Fund, as well as by any distributions. (b) For federal income tax purposes, items of ordinary income and loss, capital gain and capital loss shall, unless the Sponsor believes that doing so would not equitably reflect the economic experience of the Units, be allocated as of December 31 of each year among the Units, in the following order and priority: (i) Items of ordinary income and deduction generated by this FuturesAccess Fund shall be allocated pro rata among the Units which were outstanding during the months in such year when such items of ordinary income and deduction deductions accrued. (ii) Gains will 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 the respective Tax Account balances of the redeemed Units. SECOND, gains will be allocated to Investors to the extent of the positive difference (if any) between the Capital Account balance and the Tax Account balance attributable to their remaining Units. THIRD, gains will be allocated among all Investors outstanding Units based on the their respective Net Asset Values of their outstanding UnitsValues. (iii) Losses shall 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 the respective Tax Account balances of the redeemed Units. SECOND, losses shall be allocated to Investors to the extent of the negative difference (if any) between the Capital Account balance and Tax Account balance attributable to their remaining Units. THIRD, losses shall be allocated among all Investors outstanding Units based on the their respective Net Asset Values of their outstanding UnitsValues. (iv) In the 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 required at such level, ML Chesapeake FuturesAccess LLC Limited Liability Company Operating Agreement Dated as of March 8, 2007 such allocation will be made pro rata among all Investors who Units which are subject to an allocation at such level in accordance with the respective amounts which would have been allocated had a complete allocation been possible. (v) Management FeesManagement, Performance Fees and Sponsor’s 's Fees, as well as the operating expenses (in each case as adjusted to reflect the non-deductibility of all or a portion of such Sponsor’s 's Fees and operating expenses) and extraordinary expenses, shall be allocated, for tax purposes, to the Investors Tax Accounts of the Units based on the amount of the foregoing actually debited from the Units’ ' respective Capital Accounts of the Investors’ respective UnitsAccounts. (vi) Items of ordinary income and/or gain attributable to amounts received by this FuturesAccess Fund from the Trading Advisor for payment to the Sponsor shall be specially allocated to the Sponsor. (c) The character of items of income, gain, loss or deduction (ordinary, short-term and long-term) and of the items required to be separately stated by Section 702(a) of the Code shall be allocated to the Investors pursuant to this Section 2.07 so as equitably to reflect, without discrimination or preference among Investors, the amounts credited or debited to the Units' respective Capital Accounts pursuant to Section 2.06. Furthermore, to the extent that the FuturesAccess Fund has a net long-term capital gain or loss that may be subject to more than one maximum federal income tax rate, allocations of such gain or loss shall be made pro rata from among the amounts subject to each maximum tax rate. (d) In the case of Units which are transferred during a fiscal year, the tax allocations shall be made to such Units as provided above. The Tax Items so allocated will then be divided among the transferor(s) and the transferee(s) based on the number of months during such year that each held such Units, or in such other manner as the Sponsor may deem equitable. (e) Having in mind the principles of the allocations set forth above in this Section 2.07 (to which all Investors consent by becoming Investors), the Sponsor may 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) of the Code, as the Sponsor may deem fair and equitable -- even if not consistent with the foregoing allocations -- in order to cause the Tax Items allocated to the Investors, respectively, better to take into account (as determined by the Sponsor) the Units' respective Opening Capital Accounts and distributive shares of net profit and net loss, any entry of new Investors, any redemptions, any differences between income for tax purposes and for Net Asset Value purposes, the differences between the Classes of Units and any other special circumstances which may arise; provided, however, that no such allocation by the Sponsor shall discriminate unfairly against any Investor; and provided further, that the Sponsor shall be under no obligation whatsoever to deviate from the allocations set forth above. (f) This FuturesAccess Fund may, to the extent practicable, allocate Tax Items on a gross rather than a net basis. (g) Allocations pursuant to this Section 2.07 are solely for purposes of federal, state and local taxes and shall not affect, or in any way be taken into account in computing, any Units' Capital Account or share of net profits, net losses, other items or distributions. (h) The tax allocations set forth in this Section 2.07 are intended to allocate items of this FuturesAccess Fund's income, gains, losses and deductions (ordinary, short-term and long-term) in accordance with Sections 704(b) and 704(c) of the Code, and the regulations thereunder, including, without limitation, the requirements set forth therein regarding a "qualified income offset." (i) The Sponsor may make such modifications to this Agreement as the Sponsor believes may be required to comply with Section 704(c) of the Code and the regulations thereunder. ML Chesapeake FuturesAccess LLC Limited Liability Company Operating Agreement Dated as of March 8, 2007 (j) In the event that the Sponsor determines to issue a new Class of Units, the foregoing tax allocations shall be adjusted so as equitably to allocate tax items between or among the different Classes.

ALLOCATION OF PROFITS AND LOSSES FOR INCOME TAX PURPOSES. (a) A Tax Account shall be established for each Unit of each Class. The Tax Accounts of all outstanding Units shall initially be equal to each Unit’s net purchase price (i.e., the subscription price for such Unit reduced by any sales commissions) and shall subsequently be increased by such Unit’s share of the taxable and tax-exempt income and gain of this FuturesAccess Fund and decreased by such Unit’s share of the items of loss or expense and nondeductible items of loss or expense of this FuturesAccess Fund, as well as by any distributions. (b) For federal income tax purposes, items of ordinary income and loss, capital gain and capital loss shall, unless the Sponsor believes that doing so would not equitably reflect the economic experience of the Units, be allocated as of December 31 of each year among the Units, in the following order and priority: (i) Items of ordinary income and deduction generated by this FuturesAccess Fund (as reported to it by the Master Fund) shall be allocated pro rata among the Units which were outstanding during the months in such year when such items of ordinary income and deduction accrued. (ii) Gains will 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 the respective Tax Account balances of the redeemed Units. SECOND, gains will be allocated to Investors to the extent of the positive difference (if any) between the Capital Account balance and the Tax Account balance attributable to their remaining Units. THIRD, gains will be allocated among all Investors based on the respective Net Asset Values of their outstanding Units. (iii) Losses shall 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 the respective Tax Account balances of the redeemed Units. SECOND, losses shall be allocated to Investors to the extent of the negative difference (if any) between the Capital Account balance and Tax Account balance attributable to their remaining Units. THIRD, losses shall be allocated among all Investors based on the respective Net Asset Values of their outstanding Units. (iv) In the 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 required at such level, such allocation will be made pro rata among all Investors who are subject to an allocation at such level in accordance with the respective amounts which would have been allocated had a complete allocation been possible. (v) Management Fees, Performance Fees and Sponsor’s Fees, as well as the operating expenses (in each case as adjusted to reflect the non-deductibility of all or a portion of such Sponsor’s Fees and operating expenses) and extraordinary expenses, shall be allocated, for tax purposes, to the Investors based on the amount of the foregoing actually debited from the Units’ respective Capital Accounts of the Investors’ respective Units. (vi) Items of ordinary income and/or gain attributable to amounts received by this FuturesAccess Fund from the Trading Advisor for payment to the Sponsor shall be specially allocated to the Sponsor.remaining

ALLOCATION OF PROFITS AND LOSSES FOR INCOME TAX PURPOSES. (a) A Tax Account shall be established for each Unit of each Class. The Tax Accounts of all outstanding Units shall initially be equal to each Unit’s 's net purchase price (i.e., the subscription price for such Unit reduced by any sales commissions) and shall subsequently be increased by such Unit’s 's share of the taxable and tax-exempt income and gain of this Systematic Momentum FuturesAccess Fund and decreased by such Unit’s 's share of the items of loss or expense and nondeductible items of loss or expense of this FuturesAccess FundSystematic Momentum FuturesAccess, as well as by any distributions. (b) For federal income tax purposes, items of ordinary income and loss, capital gain and capital loss shall, unless the Sponsor believes that doing so would not equitably reflect the economic experience of the Units, be allocated as of December 31 of each year among the Units, in the following order and priority: (i) Items of ordinary income and deduction generated by this Systematic Momentum FuturesAccess Fund (as reported to it by the FuturesAccess Funds in which it invests shall be allocated pro rata among the Units which were outstanding during the months in such year when such items of ordinary income and deduction deductions accrued. (ii) Gains will 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 the respective Tax Account balances of the redeemed Units. SECOND, gains will be allocated to Investors to the extent of the positive difference (if any) between the Capital Account balance and the Tax Account balance attributable to their remaining Units. THIRD, gains will be allocated among all Investors outstanding Units based on the their respective Net Asset Values of their outstanding UnitsValues. (iii) Losses shall 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 the respective Tax Account balances of the redeemed Units. SECOND, losses shall be allocated to Investors to the extent of the negative difference (if any) between the Capital Account balance and Tax Account balance attributable to their remaining Units. THIRD, losses shall be allocated among all Investors outstanding Units based on the their respective Net Asset Values Values. ML Systematic Momentum FuturesAccess LLC Limited Liability Company Operating Agreement Dated as of their outstanding Units.March 8, 2007 (iv) In the 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 required at such level, such allocation will be made pro rata among all Investors who Units which are subject to an allocation at such level in accordance with the respective amounts which would have been allocated had a complete allocation been possible. (v) Management Fees, Performance Fees and Sponsor’s 's Fees, as well as the operating expenses (in each case as adjusted to reflect the non-deductibility of all or a portion of such Sponsor’s 's Fees and operating expenses) and extraordinary expenses, shall be allocated, for tax purposes, to the Investors Tax Accounts of the Units based on the amount of the foregoing actually debited from the Units’ ' respective Capital Accounts of the Investors’ respective UnitsAccounts. (vi) Items of ordinary income and/or gain attributable to amounts received by this Systematic Momentum FuturesAccess Fund from the Trading Advisor for payment to the Sponsor shall be specially allocated to the Sponsor. (c) The character of items of income, gain, loss or deduction (ordinary, short-term and long-term) and of the items required to be separately stated by Section 702(a) of the Code shall be allocated to the Investors pursuant to this Section 2.07 so as equitably to reflect, without discrimination or preference among Investors, the amounts credited or debited to the Units' respective Capital Accounts pursuant to Section 2.06. Furthermore, to the extent that the FuturesAccess Fund has a net long-term capital gain or loss that may be subject to more than one maximum federal income tax rate, allocations of such gain or loss shall be made pro rata from among the amounts subject to each maximum tax rate. (d) In the case of Units which are transferred during a fiscal year, the tax allocations shall be made to such Units as provided above. The Tax Items so allocated will then be divided among the transferor(s) and the transferee(s) based on the number of months during such year that each held such Units, or in such other manner as the Sponsor may deem equitable. (e) Having in mind the principles of the allocations set forth above in this Section 2.07 (to which all Investors consent by becoming Investors), the Sponsor may 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) of the Code, as the Sponsor may deem fair and equitable -- even if not consistent with the foregoing allocations -- in order to cause the Tax Items allocated to the Investors, respectively, better to take into account (as determined by the Sponsor) the Units' respective Opening Capital Accounts and distributive shares of net profit and net loss, any entry of new Investors, any redemptions, any differences between income for tax purposes and for Net Asset Value purposes, the differences between the Classes of Units and any other special circumstances which may arise; provided, however, that no such allocation by the Sponsor shall discriminate unfairly against any Investor; and provided further, that the Sponsor shall be under no obligation whatsoever to deviate from the allocations set forth above. (f) Systematic Momentum FuturesAccess may, to the extent practicable (i.e., to the extent that Systematic Momentum FuturesAccess receives gross tax allocations from the FuturesAccess Funds in which it invests) allocate Tax Items on a gross rather than a net basis. (g) Allocations pursuant to this Section 2.07 are solely for purposes of federal, state and local taxes and shall not affect, or in any way be taken into account in computing, any Units' Capital Account or share of net profits, net losses, other items or distributions. (h) The tax allocations 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 accordance with Sections 704(b) and 704(c) of the Code, and the regulations thereunder, including, without limitation, the requirements set forth therein regarding a "qualified income offset." ML Systematic Momentum FuturesAccess LLC Limited Liability Company Operating Agreement Dated as of March 8, 2007 (i) The Sponsor may make such modifications to this Agreement as the Sponsor believes may be required to comply with Section 704(c) of the Code and the regulations thereunder. (j) In the event that the Sponsor determines to issue a new Class of Units, the foregoing tax allocations shall be adjusted so as equitably to allocate tax items between or among the different Classes.

ALLOCATION OF PROFITS AND LOSSES FOR INCOME TAX PURPOSES. (a) A Tax Account shall be established for each Unit of each Class. The Tax Accounts of all outstanding Units shall initially be equal to each Unit’s 's net purchase price (i.e., the subscription price for such Unit reduced by any sales commissions) and shall ), subsequently be increased by such Unit’s 's share of the taxable and tax-exempt income and gain of this FuturesAccess Fund and decreased by such Unit’s 's share of the items of loss or expense and nondeductible items of loss or expense of this FuturesAccess Fund, as well as by any distributions. (b) For federal income tax purposes, items of ordinary income and loss, capital gain and capital loss shall, unless the Sponsor Manager believes that doing so would not equitably reflect the economic experience of the Units, be allocated as of December 31 of each year among the Units, in the following order and priority: (i) Items of ordinary income and deduction generated by this FuturesAccess Fund shall be allocated pro rata among the Units which were outstanding during the months in such year when such items of ordinary income and deduction deductions accrued. (ii) Gains will 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 the respective Tax Account balances of the redeemed Units. SECOND, gains will be allocated to Investors to the extent of the positive difference (if any) between the Capital Account balance balances and the Tax Account balance balances attributable to their remaining Units. THIRD, gains will be allocated among all Investors outstanding Units based on the their respective Net Asset Values of their outstanding UnitsValues. (iii) Losses shall 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 the respective Tax Account balances of the redeemed Units. SECOND, losses shall be allocated to Investors to the extent of the negative difference (if any) between the Capital Account balance balances and Tax Account balance balances attributable to their remaining Units. THIRD, losses shall be allocated among all Investors outstanding Units based on the their respective Net Asset Values of their outstanding UnitsValues. (iv) In the case of each of the FIRST and SECOND allocation levels set forth in Sections 2.07(b)(ii) and (iii)described above, if there is insufficient gain or loss to make the complete allocation required at such level, such the allocation will be made pro rata among all Investors who Units which are subject to an allocation at such level in accordance with based on the respective amounts which would have been allocated had a complete allocation been possible. (v) Management FeesManagement, Performance Fees and Sponsor’s 's Fees, as well as the operating expenses (in each case as adjusted to reflect the non-deductibility of all or a portion of such Sponsor’s 's Fees and operating expenses) and extraordinary expenses, shall be allocated, for tax purposes, to the Investors Tax Accounts of the Units based on the amount of the foregoing actually debited from the Units’ ' respective Capital Accounts of the Investors’ respective UnitsAccounts. (vi) Items of ordinary income and/or gain attributable to amounts received by this FuturesAccess Fund from the Trading Advisor for payment to the Sponsor Manager shall be specially allocated to the SponsorManager. (c) The character of items of income, gain, loss or deduction (ordinary, short-term and long-term) and of the items required to be separately stated by Section 702(a) of the Code shall be allocated to the Investors pursuant to this Section 2.07 so as equitably to reflect, without discrimination or preference among Investors, the amounts credited or debited to the Units' respective Capital Accounts pursuant to Section 2.06. (d) In the case of Units which are transferred during a fiscal year, the tax allocations shall be made to such Units as provided above. The Tax Items so allocated will then be divided among the transferor(s) and the A-9 XX Xxxxxx FuturesAccess LLC Limited Liability Company Operating Agreement transferee(s) based on the number of months during such year that each held the Units or in such other manner as the Manager may deem equitable. (e) Having in mind the principles of the allocations set forth above in this Section 2.07 (to which all Investors consent by becoming Investors), the Manager may nevertheless make such allocations of items of ordinary income and gain, any items required to be separately stated by Section 702(a) of the Code, ordinary deduction and loss as the Manager may deem fair and equitable -- even if not consistent with the foregoing allocations -- in order to cause the Tax Items allocated to the Investors, respectively, better to take into account (as determined by the Manager) the Units' respective Opening Capital Accounts and distributive shares of net profit and net loss, any entry of new Investors, any redemptions, any differences between income for tax purposes and for Net Asset Value purposes, the differences between the Classes of Units and any other special circumstances which may arise; provided, however, that no such allocation by the Manager shall discriminate unfairly against any Investor; and provided further, that the Manager shall be under no obligation whatsoever to deviate from the allocations set forth above. (f) This Fund may allocate Tax Items on a gross rather than a net basis (and may do so in respect of certain but less than all fiscal years). (g) Allocations pursuant to this Section 2.07 are solely for purposes of federal, state and local taxes and shall not affect, or in any way be taken into account in computing, any Units' Capital Account or share of net profits, net losses, other items or distributions. (h) The tax allocations set forth in this Section 2.07 are intended to allocate items of this Fund's income, gains, losses and deductions (ordinary, short-term and long-term) in accordance with Sections 704(b) and 704(c) of the Code, and the regulations thereunder, including, without limitation, the requirements set forth therein regarding a "qualified income offset." (i) The Manager may make such modifications to this Agreement as the Manager believes may be required to comply with Section 704(c) of the Code and the regulations thereunder. (j) In the event that the Manager determines to issue a new Class of Units, the foregoing tax allocations shall be adjusted so as equitably to allocate tax items between or among the different Classes.

ALLOCATION OF PROFITS AND LOSSES FOR INCOME TAX PURPOSES. (a) A Tax Account shall be established for each Unit of each Class. The Tax Accounts of all outstanding Units shall initially be equal to each Unit’s net purchase price (i.e., the subscription price for such Unit reduced by any sales commissions) and shall subsequently be increased by such Unit’s share of the taxable and tax-exempt income and gain of this FuturesAccess Fund and decreased by such Unit’s share of the items of loss or expense and nondeductible items of loss or expense of this FuturesAccess Fund, as well as by any distributions. (b) For federal income tax purposes, items of ordinary income and loss, capital gain and capital loss shall, unless the Sponsor believes that doing so would not equitably reflect the economic experience of the Units, be allocated as of December 31 of each year among the Units, in the following order and priority: (i) Items of ordinary income and deduction generated by this FuturesAccess Fund shall be allocated pro rata among the Units which were outstanding during the months in such year when such items of ordinary income and deduction deductions accrued. (ii) Gains will 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 the respective Tax Account balances of the redeemed Units. SECOND, gains will be allocated to Investors to the extent of the positive difference (if any) between the Capital Account balance and the Tax Account balance attributable to their remaining The Xxxxxxx Xxxxx FuturesAccessSM Funds Units. THIRD, gains will be allocated among all Investors outstanding Units based on the their respective Net Asset Values of their outstanding UnitsValues. (iii) Losses shall 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 the respective Tax Account balances of the redeemed Units. SECOND, losses shall be allocated to Investors to the extent of the negative difference (if any) between the Capital Account balance and Tax Account balance attributable to their remaining Units. THIRD, losses shall be allocated among all Investors outstanding Units based on the their respective Net Asset Values of their outstanding UnitsValues. (iv) In the 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 required at such level, such allocation will be made pro rata among all Investors who Units which are subject to an allocation at such level in accordance with the respective amounts which would have been allocated had a complete allocation been possible. (v) Management FeesManagement, Performance Fees and Sponsor’s Fees, as well as the operating expenses (in each case as adjusted to reflect the non-deductibility of all or a portion of such Sponsor’s Fees and operating expenses) and extraordinary expenses, shall be allocated, for tax purposes, to the Investors Tax Accounts of the Units based on the amount of the foregoing actually debited from the Units’ respective Capital Accounts of the Investors’ respective UnitsAccounts. (vi) Items of ordinary income and/or gain attributable to amounts received by this FuturesAccess Fund from the Trading Advisor for payment to the Sponsor shall be specially allocated to the Sponsor. (c) The character of items of income, gain, loss or deduction (ordinary, short-term and long-term) and of the items required to be separately stated by Section 702(a) of the Code shall be allocated to the Investors pursuant to this Section 2.07 so as equitably to reflect, without discrimination or preference among Investors, the amounts credited or debited to the Units’ respective Capital Accounts pursuant to Section 2.06. Furthermore, to the extent that the FuturesAccess Fund has a net long-term capital gain or loss that may be subject to more than one maximum federal income tax rate, allocations of such gain or loss shall be made pro rata from among the amounts subject to each maximum tax rate. (d) In the case of Units which are transferred during a fiscal year, the tax allocations shall be made to such Units as provided above. The Tax Items so allocated will then be divided among the transferor(s) and the transferee(s) based on the number of months during such year that each held such Units, or in such other manner as the Sponsor may deem equitable. (e) Having in mind the principles of the allocations set forth above in this Section 2.07 (to which all Investors consent by becoming Investors), the Sponsor may 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) of the Code, as the Sponsor may deem fair and equitable — even if not consistent with the foregoing allocations — in order to cause the Tax Items allocated to the Investors, respectively, better to take into account (as determined by the Sponsor) the Units’ respective Opening Capital Accounts and distributive shares of net profit and net loss, any entry of new Investors, any redemptions, any differences between income for tax purposes and for Net Asset Value purposes, the differences between the Classes of Units and any other special circumstances which may arise; provided, however, that no such allocation by the Sponsor shall discriminate unfairly against any Investor; and provided further, that the Sponsor shall be under no obligation whatsoever to deviate from the allocations set forth above. (f) This FuturesAccess Fund may, to the extent practicable, allocate Tax Items on a gross rather than a net basis. The Xxxxxxx Xxxxx FuturesAccessSM Funds (g) Allocations pursuant to this Section 2.07 are solely for purposes of federal, state and local taxes and shall not affect, or in any way be taken into account in computing, any Units’ Capital Account or share of net profits, net losses, other items or distributions. (h) The tax allocations set forth in this Section 2.07 are intended to allocate items of this FuturesAccess Fund’s income, gains, losses and deductions (ordinary, short-term and long-term) in accordance with Sections 704(b) and 704(c) of the Code, and the regulations thereunder, including, without limitation, the requirements set forth therein regarding a “qualified income offset.” (i) The Sponsor may make such modifications to this Agreement as the Sponsor believes may be required to comply with Section 704(c) of the Code and the regulations thereunder. (j) In the event that the Sponsor determines to issue a new Class of Units, the foregoing tax allocations shall be adjusted so as equitably to allocate tax items between or among the different Classes.

ALLOCATION OF PROFITS AND LOSSES FOR INCOME TAX PURPOSES. (a) A Tax Account shall be established for each Unit of each Class. The Tax Accounts of all outstanding Units shall initially be equal to each Unit’s net purchase price (i.e., the subscription price for such Unit reduced by any sales commissions) and shall subsequently be increased by such Unit’s share of the taxable and tax-exempt income and gain of this Systematic Momentum FuturesAccess Fund and decreased by such Unit’s share of the items of loss or expense and nondeductible items of loss or expense of this FuturesAccess FundSystematic Momentum FuturesAccess, as well as by any distributions. (b) For federal income tax purposes, items of ordinary income and loss, capital gain and capital loss shall, unless the Sponsor believes that doing so would not equitably reflect the economic experience of the Units, be allocated as of December 31 of each year among the Units, in the following order and priority: (i) Items of ordinary income and deduction generated by this Systematic Momentum FuturesAccess Fund (as reported to it by the FuturesAccess Funds in which it invests shall be allocated pro rata among the Units which were outstanding during the months in such year when such items of ordinary income and deduction accrued. (ii) Gains will 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 the respective Tax Account balances of the redeemed Units. SECOND, gains will be allocated to Investors to the extent of the positive difference (if any) between the Capital Account balance and the Tax Account balance attributable to their remaining Units. THIRD, gains will be allocated among all Investors based on the respective Net Asset Values of their outstanding Units. (iii) Losses shall 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 the respective Tax Account balances of the redeemed Units. SECOND, losses shall be allocated to Investors to the extent of the negative difference (if any) between the Capital Account balance and Tax Account balance attributable to their remaining Units. THIRD, losses shall be allocated among all Investors based on the respective Net Asset Values of their outstanding Units. (iv) In the 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 required at such level, such allocation will be made pro rata among all Investors who are subject to an allocation at such level in accordance with the respective amounts which would have been allocated had a complete allocation been possible. (v) Management Fees, Performance Fees and Sponsor’s Fees, as well as the operating expenses (in each case as adjusted to reflect the non-deductibility of all or a portion of such Sponsor’s Fees and operating expenses) and extraordinary expenses, shall be allocated, for tax purposes, to the Investors based on the amount of the foregoing actually debited from the Units’ respective Capital Accounts of the Investors’ respective Units. (vi) Items of ordinary income and/or gain attributable to amounts received by this Systematic Momentum FuturesAccess Fund from the Trading Advisor for payment to the Sponsor shall be specially allocated to the Sponsor. (c) The character of items of income, gain, loss or deduction (ordinary, short-term and long-term) and of the items required to be separately stated by Section 702(a) of the Internal Revenue Code of 1986, as amended (the “Code”), shall be allocated to the Investors pursuant to this Section 2.07 so as equitably to reflect, without discrimination or preference among Investors, the amounts credited or debited to the Units’ respective Capital Accounts pursuant to Section 2.06. Furthermore, to the extent that the FuturesAccess Fund has a net long-term capital gain or loss that may be subject to more than one maximum federal income tax rate, allocations of such gain or loss shall be made pro rata from among the amounts subject to each maximum tax rate. (d) In the case of Units which are transferred during a fiscal year, the tax allocations shall be made to such Units as provided above. The tax items so allocated will then be divided among the transferor(s) and the transferee(s) based on the number of months during such year that each held such Units, or in such other manner as the Sponsor may deem equitable. (e) Having in mind the principles of the allocations set forth above in this Section 2.07 (to which all Investors consent by becoming Investors), the Sponsor may 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) of the Code as the Sponsor may deem fair and equitable — even if not consistent with the foregoing allocations — in order to cause the tax items allocated to the Investors, respectively, better to take into account (as determined by the Sponsor) the Units’ respective Opening Capital Accounts and distributive shares of net profit and net loss, any entry of new Investors, any redemptions, any differences between income for tax purposes and for Net Asset Value purposes, the differences between the Classes of Units and any other special circumstances which may arise; provided, however, that no such allocation by the Sponsor shall discriminate unfairly against any Investor; and provided further, that the Sponsor shall be under no obligation whatsoever to deviate from the allocations set forth above. (f) Systematic Momentum FuturesAccess may, to the extent practicable (i.e., to the extent that Systematic Momentum FuturesAccess receives gross tax allocations from the FuturesAccess Funds in which it invests), allocate tax items on a gross rather than a net basis. (g) Allocations pursuant to this Section 2.07 are solely for purposes of federal, state and local taxes and shall not affect, or in any way be taken into account in computing, any Unit’s Capital Account or share of net profits, net losses or distributions. (h) The tax allocations 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 accordance with Sections 704(b) and 704(c) of the Code, and the regulations thereunder, including, without limitation, the requirements set forth therein regarding a “qualified income offset.” (i) The Sponsor may make such modifications to this Agreement as the Sponsor believes may be required to comply with Section 704 of the Code and the regulations thereunder. (j) In the event that the Sponsor determines to issue a new Class of Units, the foregoing tax allocations shall be adjusted so as equitably to allocate tax items between or among the different Classes.

ALLOCATION OF PROFITS AND LOSSES FOR INCOME TAX PURPOSES. (a) A Tax Account shall be established for each Unit of each Class. The Tax Accounts of all outstanding Units shall initially be equal to each Unit’s 's net purchase price (i.e., the subscription price for such Unit reduced by any sales commissions) and shall ), subsequently be increased by such Unit’s 's share of the taxable and tax-exempt income and gain of this FuturesAccess Fund and decreased by such Unit’s 's share of the items of loss or expense and nondeductible items of loss or expense of this FuturesAccess Fund, as well as by any distributions. (b) For federal income tax purposes, items of ordinary income and loss, capital gain and capital loss shall, unless the Sponsor Manager believes that doing so would not equitably reflect the economic experience of the Units, be allocated as of December 31 of each year among the Units, in the following order and priority: (i) Items of ordinary income and deduction generated by this FuturesAccess Fund shall be allocated pro rata among the Units which were outstanding during the months in such year when such items of ordinary income and deduction deductions accrued. (ii) Gains will 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 the respective Tax Account balances of the redeemed Units. SECOND, gains will be allocated to Investors to the extent of the positive difference (if any) between the Capital Account balance balances and the Tax Account balance balances attributable to their remaining Units. THIRD, gains will be allocated among all Investors outstanding Units based on the their respective Net Asset Values of their outstanding UnitsValues. (iii) Losses shall 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 the respective Tax Account balances of the redeemed Units. SECOND, losses shall be allocated to Investors to the extent of the negative difference (if any) between the Capital Account balance balances and Tax Account balance balances attributable to their remaining Units. THIRD, losses shall be allocated among all Investors outstanding Units based on the their respective Net Asset Values of their outstanding UnitsValues. (iv) In the case of each of the FIRST and SECOND allocation levels set forth in Sections 2.07(b)(ii) and (iii)described above, if there is insufficient gain or loss to make the complete allocation required at such level, such the allocation will be made pro rata among all Investors who Units which are subject to an allocation at such level in accordance with based on the respective amounts which would have been allocated had a complete allocation been possible. (v) Management FeesManagement, Performance Fees and Sponsor’s 's Fees, as well as the operating expenses (in each case as adjusted to reflect the non-deductibility of all or a portion of such Sponsor’s 's Fees and operating expenses) and extraordinary expenses, shall be allocated, for tax purposes, to the Investors Tax Accounts of the Units based on the amount of the foregoing actually debited from the Units’ ' respective Capital Accounts of the Investors’ respective UnitsAccounts. (vi) Items of ordinary income and/or gain attributable to amounts received by this FuturesAccess Fund from the Trading Advisor for payment to the Sponsor Manager shall be specially allocated to the SponsorManager. (c) The character of items of income, gain, loss or deduction (ordinary, short-term and long-term) and of the items required to be separately stated by Section 702(a) of the Code shall be allocated to the Investors pursuant to this Section 2.07 so as equitably to reflect, without discrimination or preference among Investors, the amounts credited or debited to the Units' respective Capital Accounts pursuant to Section 2.06. (d) In the case of Units which are transferred during a fiscal year, the tax allocations shall be made to such Units as provided above. The Tax Items so allocated will then be divided among the transferor(s) and the ML Cornerstone FuturesAccess LLC Limited Liability Company Operating Agreement transferee(s) based on the number of months during such year that each held the Units or in such other manner as the Manager may deem equitable. (e) Having in mind the principles of the allocations set forth above in this Section 2.07 (to which all Investors consent by becoming Investors), the Manager may nevertheless make such allocations of items of ordinary income and gain, any items required to be separately stated by Section 702(a) of the Code, ordinary deduction and loss as the Manager may deem fair and equitable -- even if not consistent with the foregoing allocations -- in order to cause the Tax Items allocated to the Investors, respectively, better to take into account (as determined by the Manager) the Units' respective Opening Capital Accounts and distributive shares of net profit and net loss, any entry of new Investors, any redemptions, any differences between income for tax purposes and for Net Asset Value purposes, the differences between the Classes of Units and any other special circumstances which may arise; provided, however, that no such allocation by the Manager shall discriminate unfairly against any Investor; and provided further, that the Manager shall be under no obligation whatsoever to deviate from the allocations set forth above. (f) This Fund may allocate Tax Items on a gross rather than a net basis (and may do so in respect of certain but less than all fiscal years). (g) Allocations pursuant to this Section 2.07 are solely for purposes of federal, state and local taxes and shall not affect, or in any way be taken into account in computing, any Units' Capital Account or share of net profits, net losses, other items or distributions. (h) The tax allocations set forth in this Section 2.07 are intended to allocate items of this Fund's income, gains, losses and deductions (ordinary, short-term and long-term) in accordance with Sections 704(b) and 704(c) of the Code, and the regulations thereunder, including, without limitation, the requirements set forth therein regarding a "qualified income offset." (i) The Manager may make such modifications to this Agreement as the Manager believes may be required to comply with Section 704(c) of the Code and the regulations thereunder. (j) In the event that the Manager determines to issue a new Class of Units, the foregoing tax allocations shall be adjusted so as equitably to allocate tax items between or among the different Classes.

ALLOCATION OF PROFITS AND LOSSES FOR INCOME TAX PURPOSES. (a) A Tax Account shall be established for each Unit of each Class. The Tax Accounts of all outstanding Units shall initially be equal to each Unit’s 's net purchase price (i.e., the subscription price for such Unit reduced by any sales commissions) and shall subsequently be increased by such Unit’s 's share of the taxable and tax-exempt income and gain of this FuturesAccess Fund and decreased by such Unit’s 's share of the items of loss or expense and nondeductible items of loss or expense of this FuturesAccess Fund, as well as by any distributions. (b) For federal income tax purposes, items of ordinary income and loss, capital gain and capital loss shall, unless the Sponsor believes that doing so would not equitably reflect the economic experience of the Units, be allocated as of December 31 of each year among the Units, in the following order and priority: (i) Items of ordinary income and deduction generated by this FuturesAccess Fund shall be allocated pro rata among the Units which were outstanding during the months in such year when such items of ordinary income and deduction deductions accrued. (ii) Gains will 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 the respective Tax Account balances of the redeemed Units. SECOND, gains will be allocated to Investors to the extent of the positive difference (if any) between the Capital Account balance and the Tax Account balance attributable to their remaining Units. THIRD, gains will be allocated among all Investors outstanding Units based on the their respective Net Asset Values of their outstanding UnitsValues. (iii) Losses shall 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 the respective Tax Account balances of the redeemed Units. SECOND, losses shall be allocated to Investors to the extent of the negative difference (if any) between the Capital Account balance and Tax Account balance attributable to their remaining Units. THIRD, losses shall be allocated among all Investors outstanding Units based on the their respective Net Asset Values of their outstanding UnitsValues. (iv) In the 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 required at such level, such allocation will be made pro rata among all Investors who Units which are subject to an allocation at such ML APM Global Commodity FuturesAccess LLC Limited Liability Company Operating Agreement Dated as of August 1, 2006 level in accordance with the respective amounts which would have been allocated had a complete allocation been possible. (v) Management FeesManagement, Performance Fees and Sponsor’s 's Fees, as well as the operating expenses (in each case as adjusted to reflect the non-deductibility of all or a portion of such Sponsor’s 's Fees and operating expenses) and extraordinary expenses, shall be allocated, for tax purposes, to the Investors Tax Accounts of the Units based on the amount of the foregoing actually debited from the Units’ ' respective Capital Accounts of the Investors’ respective UnitsAccounts. (vi) Items of ordinary income and/or gain attributable to amounts received by this FuturesAccess Fund from the Trading Advisor for payment to the Sponsor shall be specially allocated to the Sponsor. (c) The character of items of income, gain, loss or deduction (ordinary, short-term and long-term) and of the items required to be separately stated by Section 702(a) of the Code shall be allocated to the Investors pursuant to this Section 2.07 so as equitably to reflect, without discrimination or preference among Investors, the amounts credited or debited to the Units' respective Capital Accounts pursuant to Section 2.06. Furthermore, to the extent that the FuturesAccess Fund has a net long-term capital gain or loss that may be subject to more than one maximum federal income tax rate, allocations of such gain or loss shall be made pro rata from among the amounts subject to each maximum tax rate. (d) In the case of Units which are transferred during a fiscal year, the tax allocations shall be made to such Units as provided above. The Tax Items so allocated will then be divided among the transferor(s) and the transferee(s) based on the number of months during such year that each held such Units, or in such other manner as the Sponsor may deem equitable. (e) Having in mind the principles of the allocations set forth above in this Section 2.07 (to which all Investors consent by becoming Investors), the Sponsor may 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) of the Code, as the Sponsor may deem fair and equitable -- even if not consistent with the foregoing allocations -- in order to cause the Tax Items allocated to the Investors, respectively, better to take into account (as determined by the Sponsor) the Units' respective Opening Capital Accounts and distributive shares of net profit and net loss, any entry of new Investors, any redemptions, any differences between income for tax purposes and for Net Asset Value purposes, the differences between the Classes of Units and any other special circumstances which may arise; provided, however, that no such allocation by the Sponsor shall discriminate unfairly against any Investor; and provided further, that the Sponsor shall be under no obligation whatsoever to deviate from the allocations set forth above. (f) This FuturesAccess Fund may, to the extent practicable, allocate Tax Items on a gross rather than a net basis. (g) Allocations pursuant to this Section 2.07 are solely for purposes of federal, state and local taxes and shall not affect, or in any way be taken into account in computing, any Units' Capital Account or share of net profits, net losses, other items or distributions. (h) The tax allocations set forth in this Section 2.07 are intended to allocate items of this FuturesAccess Fund's income, gains, losses and deductions (ordinary, short-term and long-term) in accordance with Sections 704(b) and 704(c) of the Code, and the regulations thereunder, including, without limitation, the requirements set forth therein regarding a "qualified income offset." (i) The Sponsor may make such modifications to this Agreement as the Sponsor believes may be required to comply with Section 704(c) of the Code and the regulations thereunder. ML APM Global Commodity FuturesAccess LLC Limited Liability Company Operating Agreement Dated as of August 1, 2006 (j) In the event that the Sponsor determines to issue a new Class of Units, the foregoing tax allocations shall be adjusted so as equitably to allocate tax items between or among the different Classes.

ALLOCATION OF PROFITS AND LOSSES FOR INCOME TAX PURPOSES. (a) A Tax Account shall be established for each Unit of each Class. The Tax Accounts of all outstanding Units shall initially be equal to each Unit’s net purchase price (i.e., the subscription price for such Unit reduced by any sales commissions) and shall subsequently be increased by such Unit’s share of the taxable and tax-exempt income and gain of this Systematic Momentum FuturesAccess Fund and decreased by such Unit’s share of the items of loss or expense and nondeductible items of loss or expense of this FuturesAccess FundSystematic Momentum FuturesAccess, as well as by any distributions. (b) For federal income tax purposes, items of ordinary income and loss, capital gain and capital loss shall, unless the Sponsor believes that doing so would not equitably reflect the economic experience of the Units, be allocated as of December 31 of each year among the Units, in the following order and priority: (i) Items of ordinary income and deduction generated by this Systematic Momentum FuturesAccess Fund (as reported to it by the FuturesAccess Funds in which it invests shall be allocated pro rata among the Units which were outstanding during the months in such year when such items of ordinary income and deduction deductions accrued. (ii) Gains will 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 the respective Tax Account balances of the redeemed Units. SECOND, gains will be allocated to Investors to the extent of the positive difference (if any) between the Capital Account balance and the Tax Account balance attributable to their remaining Units. THIRD, gains will be allocated among all Investors outstanding Units based on the their respective Net Asset Values of their outstanding UnitsValues. (iii) Losses shall 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 the respective Tax Account balances of the redeemed Units. SECOND, losses shall be allocated to Investors to the extent of the negative difference (if any) between the Capital Account balance and Tax Account balance attributable to their remaining Units. THIRD, losses shall be allocated among all Investors outstanding Units based on the their respective Net Asset Values of their outstanding Units.Values. ML Systematic Momentum FuturesAccess LLC (iv) In the 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 required at such level, such allocation will be made pro rata among all Investors who Units which are subject to an allocation at such level in accordance with the respective amounts which would have been allocated had a complete allocation been possible. (v) Management Fees, Performance Fees and Sponsor’s Fees, as well as the operating expenses (in each case as adjusted to reflect the non-deductibility of all or a portion of such Sponsor’s Fees and operating expenses) and extraordinary expenses, shall be allocated, for tax purposes, to the Investors Tax Accounts of the Units based on the amount of the foregoing actually debited from the Units’ respective Capital Accounts of the Investors’ respective UnitsAccounts. (vi) Items of ordinary income and/or gain attributable to amounts received by this Systematic Momentum FuturesAccess Fund from the Trading Advisor for payment to the Sponsor shall be specially allocated to the Sponsor. (c) The character of items of income, gain, loss or deduction (ordinary, short-term and long-term) and of the items required to be separately stated by Section 702(a) of the Code shall be allocated to the Investors pursuant to this Section 2.07 so as equitably to reflect, without discrimination or preference among Investors, the amounts credited or debited to the Units’ respective Capital Accounts pursuant to Section 2.06. Furthermore, to the extent that the FuturesAccess Fund has a net long-term capital gain or loss that may be subject to more than one maximum federal income tax rate, allocations of such gain or loss shall be made pro rata from among the amounts subject to each maximum tax rate. (d) In the case of Units which are transferred during a fiscal year, the tax allocations shall be made to such Units as provided above. The Tax Items so allocated will then be divided among the transferor(s) and the transferee(s) based on the number of months during such year that each held such Units, or in such other manner as the Sponsor may deem equitable. (e) Having in mind the principles of the allocations set forth above in this Section 2.07 (to which all Investors consent by becoming Investors), the Sponsor may 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) of the Code, as the Sponsor may deem fair and equitable — even if not consistent with the foregoing allocations — in order to cause the Tax Items allocated to the Investors, respectively, better to take into account (as determined by the Sponsor) the Units’ respective Opening Capital Accounts and distributive shares of net profit and net loss, any entry of new Investors, any redemptions, any differences between income for tax purposes and for Net Asset Value purposes, the differences between the Classes of Units and any other special circumstances which may arise; provided, however, that no such allocation by the Sponsor shall discriminate unfairly against any Investor; and provided further, that the Sponsor shall be under no obligation whatsoever to deviate from the allocations set forth above. (f) Systematic Momentum FuturesAccess may, to the extent practicable (i.e., to the extent that Systematic Momentum FuturesAccess receives gross tax allocations from the FuturesAccess Funds in which it invests) allocate Tax Items on a gross rather than a net basis. (g) Allocations pursuant to this Section 2.07 are solely for purposes of federal, state and local taxes and shall not affect, or in any way be taken into account in computing, any Units’ Capital Account or share of net profits, net losses, other items or distributions. (h) The tax allocations 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 accordance with Sections 704(b) and 704(c) of the Code, and the regulations thereunder, including, without limitation, the requirements set forth therein regarding a “qualified income offset.” ML Systematic Momentum FuturesAccess LLC (i) The Sponsor may make such modifications to this Agreement as the Sponsor believes may be required to comply with Section 704(c) of the Code and the regulations thereunder. (j) In the event that the Sponsor determines to issue a new Class of Units, the foregoing tax allocations shall be adjusted so as equitably to allocate tax items between or among the different Classes.

ALLOCATION OF PROFITS AND LOSSES FOR INCOME TAX PURPOSES. (a) A Tax Account shall be established for each Unit of each Class. The Tax Accounts of all outstanding Units shall initially be equal to each Unit’s 's net purchase price (i.e., the subscription price for such Unit reduced by any sales commissions) and shall ), subsequently be increased by such Unit’s 's share of the taxable and tax-exempt income and gain of this FuturesAccess Fund and decreased by such Unit’s 's share of the items of loss or expense and nondeductible items of loss or expense of this FuturesAccess Fund, as well as by any distributions. (b) For federal income tax purposes, items of ordinary income and loss, capital gain and capital loss shall, unless the Sponsor Manager believes that doing so would not equitably reflect the economic experience of the Units, be allocated as of December 31 of each year among the Units, in the following order and priority: (i) Items of ordinary income and deduction generated by this FuturesAccess Fund shall be allocated pro rata among the Units which were outstanding during the months in such year when such items of ordinary income and deduction deductions accrued. (ii) Gains will 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 the respective Tax Account balances of the redeemed Units. SECOND, gains will be allocated to Investors to the extent of the positive difference (if any) between the Capital Account balance balances and the Tax Account balance balances attributable to their remaining Units. THIRD, gains will be allocated among all Investors outstanding Units based on the their respective Net Asset Values of their outstanding UnitsValues. (iii) Losses shall 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 the respective Tax Account balances of the redeemed Units. SECOND, losses shall be allocated to Investors to the extent of the negative difference (if any) between the Capital Account balance balances and Tax Account balance balances attributable to their remaining Units. THIRD, losses shall be allocated among all Investors outstanding Units based on the their respective Net Asset Values of their outstanding UnitsValues. (iv) In the case of each of the FIRST and SECOND allocation levels set forth in Sections 2.07(b)(ii) and (iii)described above, if there is insufficient gain or loss to make the complete allocation required at such level, such the allocation will be made pro rata among all Investors who Units which are subject to an allocation at such level in accordance with based on the respective amounts which would have been allocated had a complete allocation been possible. (v) Management FeesManagement, Performance Fees and Sponsor’s 's Fees, as well as the operating expenses (in each case as adjusted to reflect the non-deductibility of all or a portion of such Sponsor’s 's Fees and operating expenses) and extraordinary expenses, shall be allocated, for tax purposes, to the Investors Tax Accounts of the Units based on the amount of the foregoing actually debited from the Units’ ' respective Capital Accounts of the Investors’ respective UnitsAccounts. (vi) Items of ordinary income and/or gain attributable to amounts received by this FuturesAccess Fund from the Trading Advisor for payment to the Sponsor Manager shall be specially allocated to the SponsorManager. (c) The character of items of income, gain, loss or deduction (ordinary, short-term and long-term) and of the items required to be separately stated by Section 702(a) of the Code shall be allocated to the Investors pursuant to this Section 2.07 so as equitably to reflect, without discrimination or preference among Investors, the amounts credited or debited to the Units' respective Capital Accounts pursuant to Section 2.06. (d) In the case of Units which are transferred during a fiscal year, the tax allocations shall be made to such Units as provided above. The Tax Items so allocated will then be divided among the transferor(s) and the ML Aspect FuturesAccess LLC Limited Liability Company Operating Agreement transferee(s) based on the number of months during such year that each held the Units or in such other manner as the Manager may deem equitable. (e) Having in mind the principles of the allocations set forth above in this Section 2.07 (to which all Investors consent by becoming Investors), the Manager may nevertheless make such allocations of items of ordinary income and gain, any items required to be separately stated by Section 702(a) of the Code, ordinary deduction and loss as the Manager may deem fair and equitable -- even if not consistent with the foregoing allocations -- in order to cause the Tax Items allocated to the Investors, respectively, better to take into account (as determined by the Manager) the Units' respective Opening Capital Accounts and distributive shares of net profit and net loss, any entry of new Investors, any redemptions, any differences between income for tax purposes and for Net Asset Value purposes, the differences between the Classes of Units and any other special circumstances which may arise; provided, however, that no such allocation by the Manager shall discriminate unfairly against any Investor; and provided further, that the Manager shall be under no obligation whatsoever to deviate from the allocations set forth above. (f) This Fund may allocate Tax Items on a gross rather than a net basis (and may do so in respect of certain but less than all fiscal years). (g) Allocations pursuant to this Section 2.07 are solely for purposes of federal, state and local taxes and shall not affect, or in any way be taken into account in computing, any Units' Capital Account or share of net profits, net losses, other items or distributions. (h) The tax allocations set forth in this Section 2.07 are intended to allocate items of this Fund's income, gains, losses and deductions (ordinary, short-term and long-term) in accordance with Sections 704(b) and 704(c) of the Code, and the regulations thereunder, including, without limitation, the requirements set forth therein regarding a "qualified income offset." (i) The Manager may make such modifications to this Agreement as the Manager believes may be required to comply with Section 704(c) of the Code and the regulations thereunder. (j) In the event that the Manager determines to issue a new Class of Units, the foregoing tax allocations shall be adjusted so as equitably to allocate tax items between or among the different Classes.

ALLOCATION OF PROFITS AND LOSSES FOR INCOME TAX PURPOSES. (a) A Tax Account shall be established for each Unit of each Class. The Tax Accounts of all outstanding Units shall initially be equal to each Unit’s net purchase price (i.e., the subscription price for such Unit reduced by any sales commissions) and shall subsequently be increased by such Unit’s share of the taxable and tax-exempt income and gain of this FuturesAccess Fund and decreased by such Unit’s share of the items of loss or expense and nondeductible items of loss or expense of this FuturesAccess Fund, as well as by any distributions. (b) For federal income tax purposes, items of ordinary income and loss, capital gain and capital loss shall, unless the Sponsor believes that doing so would not equitably reflect the economic experience of the Units, be allocated as of December 31 of each year among the Units, in the following order and priority: (i) Items of ordinary income and deduction generated by this FuturesAccess Fund shall be allocated pro rata among the Units which were outstanding during the months in such year when such items of ordinary income and deduction accrued. (ii) Gains will 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 the respective Tax Account balances of the redeemed Units. SECOND, gains will be allocated to Investors to the extent of the positive difference (if any) between the Capital Account balance and the Tax Account balance attributable to their remaining Units. THIRD, gains will be allocated among all Investors based on the respective Net Asset Values of their outstanding Units. (iii) Losses shall 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 the respective Tax Account balances of the redeemed Units. SECOND, losses shall be allocated to Investors to the extent of the negative difference (if any) between the Capital Account balance and Tax Account balance attributable to their remaining Units. THIRD, losses shall be allocated among all Investors based on the respective Net Asset Values of their outstanding Units. (iv) In the 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 required at such level, such allocation will be made pro rata among all Investors who are subject to an allocation at such level in accordance with the respective amounts which would have been allocated had a complete allocation been possible. (v) Management Fees, Performance Fees and Sponsor’s Fees, as well as the operating expenses (in each case as adjusted to reflect the non-deductibility of all or a portion of such Sponsor’s Fees and operating expenses) and extraordinary expenses, shall be allocated, for tax purposes, to the Investors based on the amount of the foregoing actually debited from the Units’ respective Capital Accounts of the Investors’ respective Units. (vi) Items of ordinary income and/or gain attributable to amounts received by this FuturesAccess Fund from the Trading Advisor for payment to the Sponsor shall be specially allocated to the Sponsor. (c) The character of items of income, gain, loss or deduction (ordinary, short-term and long-term) and of the items required to be separately stated by Section 702(a) of the Internal Revenue Code of 1986, as amended (the “Code”), shall be allocated to the Investors pursuant to this Section 2.07 so as equitably to reflect, without discrimination or preference among Investors, the amounts credited or debited to the Units’ respective Capital Accounts pursuant to Section 2.06. Furthermore, to the extent that this FuturesAccess Fund has a net long-term capital gain or loss that may be subject to more than one maximum federal income tax rate, allocations of such gain or loss shall be made pro rata from among the amounts subject to each maximum tax rate. (d) In the case of Units which are transferred during a fiscal year, the tax allocations shall be made to such Units as provided above. The tax items so allocated will then be divided among the transferor(s) and the transferee(s) based on the number of months during such year that each held such Units, or in such other manner as the Sponsor may deem equitable. (e) Having in mind the principles of the allocations set forth above in this Section 2.07 (to which all Investors consent by becoming Investors), the Sponsor may 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) of the Code as the Sponsor may deem fair and equitable — even if not consistent with the foregoing allocations — in order to cause the tax items allocated to the Investors, respectively, better to

ALLOCATION OF PROFITS AND LOSSES FOR INCOME TAX PURPOSES. (a) A Tax Account shall be established for each Unit of each Class. The Tax Accounts of all outstanding Units shall initially be equal to each Unit’s 's net purchase price (i.e., the subscription price for such Unit reduced by any sales commissions) and shall ), subsequently be increased by such Unit’s 's share of the taxable and tax-exempt income and gain of this FuturesAccess Fund and decreased by such Unit’s 's share of the items of loss or expense and nondeductible items of loss or expense of this FuturesAccess Fund, as well as by any distributions. (b) For federal income tax purposes, items of ordinary income and loss, capital gain and capital loss shall, unless the Sponsor Manager believes that doing so would not equitably reflect the economic experience of the Units, be allocated as of December 31 of each year among the Units, in the following order and priority: (i) Items of ordinary income and deduction generated by this FuturesAccess Fund shall be allocated pro rata among the Units which were outstanding during the months in such year when such items of ordinary income and deduction deductions accrued. (ii) Gains will 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 the respective Tax Account balances of the redeemed Units. SECOND, gains will be allocated to Investors to the extent of the positive difference (if any) between the Capital Account balance balances and the Tax Account balance balances attributable to their remaining Units. THIRD, gains will be allocated among all Investors outstanding Units based on the their respective Net Asset Values of their outstanding UnitsValues. (iii) Losses shall 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 the respective Tax Account balances of the redeemed Units. SECOND, losses shall be allocated to Investors to the extent of the negative difference (if any) between the Capital Account balance balances and Tax Account balance balances attributable to their remaining Units. THIRD, losses shall be allocated among all Investors outstanding Units based on the their respective Net Asset Values of their outstanding UnitsValues. (iv) In the case of each of the FIRST and SECOND allocation levels set forth in Sections 2.07(b)(ii) and (iii)described above, if there is insufficient gain or loss to make the complete allocation required at such level, such the allocation will be made pro rata among all Investors who Units which are subject to an allocation at such level in accordance with based on the respective amounts which would have been allocated had a complete allocation been possible. (v) Management FeesManagement, Performance Fees and Sponsor’s 's Fees, as well as the operating expenses (in each case as adjusted to reflect the non-deductibility of all or a portion of such Sponsor’s 's Fees and operating expenses) and extraordinary expenses, shall be allocated, for tax purposes, to the Investors Tax Accounts of the Units based on the amount of the foregoing actually debited from the Units’ ' respective Capital Accounts of the Investors’ respective UnitsAccounts. (vi) Items of ordinary income and/or gain attributable to amounts received by this FuturesAccess Fund from the Trading Advisor for payment to the Sponsor Manager shall be specially allocated to the SponsorManager. (c) The character of items of income, gain, loss or deduction (ordinary, short-term and long-term) and of the items required to be separately stated by Section 702(a) of the Code shall be allocated to the Investors pursuant to this Section 2.07 so as equitably to reflect, without discrimination or preference among Investors, the amounts credited or debited to the Units' respective Capital Accounts pursuant to Section 2.06. (d) In the case of Units which are transferred during a fiscal year, the tax allocations shall be made to such Units as provided above. The Tax Items so allocated will then be divided among the transferor(s) and the ML Appleton FuturesAccess LLC Limited Liability Company Operating Xxxxxxxxx transferee(s) based on the number of months during such year that each held the Units or in such other manner as the Manager may deem equitable. (e) Having in mind the principles of the allocations set forth above in this Section 2.07 (to which all Investors consent by becoming Investors), the Manager may nevertheless make such allocations of items of ordinary income and gain, any items required to be separately stated by Section 702(a) of the Code, ordinary deduction and loss as the Manager may deem fair and equitable -- even if not consistent with the foregoing allocations -- in order to cause the Tax Items allocated to the Investors, respectively, better to take into account (as determined by the Manager) the Units' respective Opening Capital Accounts and distributive shares of net profit and net loss, any entry of new Investors, any redemptions, any differences between income for tax purposes and for Net Asset Value purposes, the differences between the Classes of Units and any other special circumstances which may arise; provided, however, that no such allocation by the Manager shall discriminate unfairly against any Investor; and provided further, that the Manager shall be under no obligation whatsoever to deviate from the allocations set forth above. (f) This Fund may allocate Tax Items on a gross rather than a net basis (and may do so in respect of certain but less than all fiscal years). (g) Allocations pursuant to this Section 2.07 are solely for purposes of federal, state and local taxes and shall not affect, or in any way be taken into account in computing, any Units' Capital Account or share of net profits, net losses, other items or distributions. (h) The tax allocations set forth in this Section 2.07 are intended to allocate items of this Fund's income, gains, losses and deductions (ordinary, short-term and long-term) in accordance with Sections 704(b) and 704(c) of the Code, and the regulations thereunder, including, without limitation, the requirements set forth therein regarding a "qualified income offset." (i) The Manager may make such modifications to this Agreement as the Manager believes may be required to comply with Section 704(c) of the Code and the regulations thereunder. (j) In the event that the Manager determines to issue a new Class of Units, the foregoing tax allocations shall be adjusted so as equitably to allocate tax items between or among the different Classes.

ALLOCATION OF PROFITS AND LOSSES FOR INCOME TAX PURPOSES. (a) A Tax Account shall be established for each Unit of each Class. The Tax Accounts of all outstanding Units shall initially be equal to each Unit’s net purchase price (i.e., the subscription price for such Unit reduced by any sales commissions) and shall subsequently be increased by such Unit’s share of the taxable and tax-exempt income and gain of this FuturesAccess Fund and decreased by such Unit’s share of the items of loss or expense and nondeductible items of loss or expense of this FuturesAccess Fund, as well as by any distributions. (b) For federal income tax purposes, items of ordinary income and loss, capital gain and capital loss shall, unless the Sponsor believes that doing so would not equitably reflect the economic experience of the Units, be allocated as of December 31 of each year among the Units, in the following order and priority: (i) Items of ordinary income and deduction generated by this FuturesAccess Fund (as reported to it by the Master Fund) shall be allocated pro rata among the Units which were outstanding during the months in such year when such items of ordinary income and deduction accrued. (ii) Gains will 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 the respective Tax Account balances of the redeemed Units. SECOND, gains will be allocated to Investors to the extent of the positive difference (if any) between the Capital Account balance and the Tax Account balance attributable to their remaining Units. THIRD, gains will be allocated among all Investors based on the respective Net Asset Values of their outstanding Units. (iii) Losses shall 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 the respective Tax Account balances of the redeemed Units. SECOND, losses shall be allocated to Investors to the extent of the negative difference (if any) between the Capital Account balance and Tax Account balance attributable to their remaining Units. THIRD, losses shall be allocated among all Investors based on the respective Net Asset Values of their outstanding Units. (iv) In the 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 required at such level, such allocation will be made pro rata among all Investors who are subject to an allocation at such level in accordance with the respective amounts which would have been allocated had a complete allocation been possible. (v) Management Fees, Performance Fees and Sponsor’s Fees, as well as the operating expenses (in each case as adjusted to reflect the non-deductibility of all or a portion of such Sponsor’s Fees and operating expenses) and extraordinary expenses, shall be allocated, for tax purposes, to the Investors based on the amount of the foregoing actually debited from the Units’ respective Capital Accounts of the Investors’ respective Units. (vi) Items of ordinary income and/or gain attributable to amounts received by this FuturesAccess Fund from the Trading Advisor for payment to the Sponsor shall be specially allocated to the Sponsor. (c) The character of items of income, gain, loss or deduction (ordinary, short-term and long-term) and of the items required to be separately stated by Section 702(a) of the Internal Revenue Code of 1986, as amended (the “Code”), shall be allocated to the Investors pursuant to this Section 2.07 so as equitably to reflect, without discrimination or preference among Investors, the amounts credited or debited to the Units’ respective Capital Accounts pursuant to Section 2.06. Furthermore, to the extent that this FuturesAccess Fund has a net long-term capital gain or loss that may be subject to more than one maximum federal income tax rate, allocations of such gain or loss shall be made pro rata from among the amounts subject to each maximum tax rate. (d) In the case of Units which are transferred during a fiscal year, the tax allocations shall be made to such Units as provided above. The tax items so allocated will then be divided among the transferor(s) and the transferee(s) based on the number of months during such year that each held such Units, or in such other manner as the Sponsor may deem equitable. (e) Having in mind the principles of the allocations set forth above in this Section 2.07 (to which all Investors consent by becoming Investors), the Sponsor may 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) of the Code as the Sponsor may deem fair and equitable — even if not consistent with the foregoing allocations — in order to cause the tax items allocated to the Investors, respectively, better to take into account (as determined by the Sponsor) the Units’ respective Opening Capital Accounts and distributive shares of net profit and net loss, any entry of new Investors, any redemptions, any differences between income for tax purposes and for Net Asset Value purposes, the differences between the Classes of Units and any other special circumstances which may arise; provided, however, that no such allocation by the Sponsor shall discriminate unfairly against any Investor; and provided further, that the Sponsor shall be under no obligation whatsoever to deviate from the allocations set forth above. (f) This FuturesAccess Fund may, to the extent practicable (i.e., to the extent that this FuturesAccess Fund receives gross tax allocations from the Master Fund), allocate tax items on a gross rather than a net basis. (g) Allocations pursuant to this Section 2.07 are solely for purposes of federal, state and local taxes and shall not affect, or in any way be taken into account in computing, any Unit’s Capital Account or share of net profits, net losses or distributions. (h) The tax allocations set forth in this Section 2.07 are intended to allocate items of this FuturesAccess Fund’s income, gains, losses and deductions (ordinary, short-term and long-term) in accordance with Sections 704(b) and 704(c) of the Code, and the regulations thereunder, including, without limitation, the requirements set forth therein regarding a “qualified income offset.” (i) The Sponsor may make such modifications to this Agreement as the Sponsor believes may be required to comply with Section 704 of the Code and the regulations thereunder. (j) In the event that the Sponsor determines to issue a new Class of Units, the foregoing tax allocations shall be adjusted so as equitably to allocate tax items between or among the different Classes.