Common use of Amendments; Consents Clause in Contracts

Amendments; Consents. This Agreement may not be modified or amended without the written consent of the Sponsor. This Agreement may be modified or amended at any time with the consent of the Sponsor and by Investors holding more than 50% of the outstanding Units (by Net Asset Value) not including Units held by Sponsor Parties. For all purposes of this Agreement, except as provided in the last paragraph of this Section 10.03, when the consent of Investors is required, the affirmative consent of Investors is not required; “negative consent” by failure to object in writing after reasonable notice of a proposed modification or amendment is sufficient — 30 calendar days to be conclusively presumed to constitute “reasonable notice” for such purposes. The Sponsor may, without the consent of the Investors, modify or amend any provision of this Agreement for any of the following purposes: (a) to add to this Agreement any further covenants, restrictions, undertakings or other provisions for the protection or benefit of Investors; (b) to cure any ambiguity or to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions contained herein or in the Disclosure Document; (c) to cause the allocations contained in Article II to comply with Section 704 of the Code or any other statutory provisions or regulations relating to such allocations; (d) to provide for the issuance of new Classes of Units, or to amend the manner in which Units may be exchanged among funds in FuturesAccess or between different Classes of Units, provided that doing so is not adverse to outstanding Units (as contemplated by Section 10.14); or (e) to make any other change not materially adverse to the interests of the Investors.

Amendments; Consents. This Agreement may not be modified or amended without the written consent of the Sponsor. This Agreement may be modified or amended at any time with the consent of the Sponsor and by Investors holding more than 50% of the outstanding Units (by Net Asset Value) not including Units held by Sponsor Parties. For all purposes of this Agreement, except as provided in the last paragraph of this Section 10.03, when the consent of Investors is required, the affirmative consent of Investors is not required; “"negative consent” " by failure to object in writing after reasonable notice of a proposed modification or amendment is sufficient — 30 calendar days to be conclusively presumed to constitute “"reasonable notice” " for such purposes. The Sponsor may, without the consent of the Investors, modify or amend any provision of this Agreement for any of the following purposes: (a) to add to this Agreement any further covenants, restrictions, undertakings or other provisions for the protection or benefit of Investors; (b) to cure any ambiguity or to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions contained herein or in the Disclosure Document; (c) to cause the allocations contained in Article II to comply with Section 704 of the Code or any other statutory provisions or regulations relating to such allocations; (d) to provide for the issuance of new Classes of Units, or to amend the manner in which Units may be exchanged among funds in FuturesAccess or between different Classes of Units, provided that doing so is not adverse to outstanding Units (as contemplated by Section 10.14); or (e) to make any other change not materially adverse to the interests of the Investors. Notwithstanding anything in this Section 10.03 to the contrary, without the affirmative written consent of each Investor affected thereby, no such modification or amendment shall: reduce the liabilities, obligations or responsibilities of the Sponsor (except that the Sponsor may take action to admit any person or entity which is an affiliate of the Sponsor as a substitute manager, and to provide for the Sponsor subsequently to withdraw from this FuturesAccess Fund or to provide for the Sponsor to withdraw from this FuturesAccess Fund without admitting any such substitute manager to this FuturesAccess Fund); increase the liabilities of Investors; or reduce the participation of Investors in the profits and losses of this FuturesAccess Fund or in any distributions made by this FuturesAccess Fund as set forth herein.

Amendments; Consents. This Agreement may not be modified or amended without the written consent of the Sponsor. This Agreement may be modified or amended at any time with the consent of the Sponsor and by Investors holding more than 50% of the outstanding Units (by Net Asset Value) not including Units then held by Sponsor PartiesInvestors. For all purposes of this Agreement, except as provided in the last paragraph of this Section 10.03, when the consent of Investors is required, the affirmative consent of Investors is not required; “negative consent” by failure to object in writing after reasonable notice of a proposed modification or amendment is sufficient — 30 calendar days to be conclusively presumed to constitute “reasonable notice” for such purposes. The Sponsor may, without the consent of the Investors, modify or amend any provision of this Agreement for any of the following purposes: (a) to add to this Agreement any further covenants, restrictions, undertakings or other provisions for the protection or benefit of Investors; (b) to cure any ambiguity or to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions contained herein or in the Disclosure Document; (c) to cause the allocations contained in Article II to comply with Section 704 of the Code or any other statutory provisions or regulations relating to such allocations; (d) to provide for the issuance of new Classes of Units, or to amend the manner in which Units may be exchanged among funds in FuturesAccess or between different Classes of Units, provided that doing so is not adverse to outstanding Units (as contemplated by Section 10.14); (e) to take such actions as may be necessary or appropriate to avoid the assets of this FuturesAccess Fund being treated for any purpose of ERISA or Section 4975 of the Code as assets of any Plan or to avoid this FuturesAccess Fund’s engaging in a prohibited transaction as defined in Section 406 of ERISA or Section 4975(c) of the Code; (f) to allow for a performance allocation to be made to an entity or person designated by the Trading Advisor instead of paying a Performance Fee; or (eg) to make any other change not materially adverse to the interests of the Investors. Notwithstanding anything in this Section 10.03 to the contrary other than (f) above, without the affirmative written consent of each Investor affected thereby, no such modification or amendment shall: reduce the liabilities, obligations or responsibilities of the Sponsor (except that the Sponsor may take action to admit any person or entity which is an affiliate of the Sponsor as a substitute manager, and to provide for the Sponsor subsequently to withdraw from this FuturesAccess Fund or to provide for the Sponsor to withdraw from this FuturesAccess Fund without admitting any such substitute manager to this FuturesAccess Fund); increase the liabilities of Investors; or reduce the participation of Investors in the profits and losses of this FuturesAccess Fund or in any distributions made by this FuturesAccess Fund as set forth herein.

Amendments; Consents. This Agreement may not be modified or amended without the written consent of the Sponsor. This Agreement may be modified or amended at any time with the consent of the Sponsor and by Investors holding more than 50% of the outstanding Units (by Net Asset Value) not including Units then held by Sponsor PartiesInvestors. For all purposes of this Agreement, except as provided in the last paragraph of this Section 10.03, when the consent of Investors is required, the affirmative consent of Investors is not required; “"negative consent” " by failure to object in writing after reasonable notice of a proposed modification or amendment is sufficient — -- 30 calendar days to be conclusively presumed to constitute “"reasonable notice” " for such purposes. The Sponsor may, without the consent of the Investors, modify or amend any provision of this Agreement for any of the following purposes: (a) to add to this Agreement any further covenants, restrictions, undertakings or other provisions for the protection or benefit of Investors; (b) to cure any ambiguity or to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions contained herein or in the Confidential Program Disclosure Document; (c) to cause the allocations contained in Article II to comply with Section 704 of the Code or any other statutory provisions or regulations relating to such allocations; (d) to provide for the issuance of new Classes of Units, or to amend the manner in which Units may be exchanged among funds in FuturesAccess or between different Classes of Units, provided that doing so is not adverse to outstanding Units (as contemplated by Section 10.14); or (e) to make any other change not materially adverse to the interests of the Investors. Notwithstanding anything in this Section 10.03 to the contrary, without the affirmative written consent of each Investor affected thereby, no such modification or amendment shall: reduce the liabilities, obligations or responsibilities of the Sponsor (except that the Sponsor may take action to admit any person or entity which is an affiliate of the Sponsor as a substitute manager, and to provide for the Sponsor subsequently to withdraw from this FuturesAccess Fund or to provide for the Sponsor to withdraw from this FuturesAccess Fund without admitting any such substitute manager to this FuturesAccess Fund); increase the liabilities of Investors; or reduce the participation of Investors in the profits and losses of this FuturesAccess Fund or in any distributions made by this FuturesAccess Fund as set forth herein.

Amendments; Consents. This Agreement may not be modified or amended without the written consent of the Sponsor. This Agreement may be modified or amended at any time with the consent of the Sponsor and by Investors holding more than 50% of the outstanding Units (by Net Asset Value) not including Units held by Sponsor Parties. For all purposes of this Agreement, except as provided in the last paragraph of this Section 10.0311.03, when the consent of Investors is required, the affirmative consent of Investors is not required; “negative consent” by failure to object in writing after reasonable notice of a proposed modification or amendment is sufficient — 30 calendar days to be conclusively presumed to constitute “reasonable notice” for such purposes. The Sponsor may, without the consent of the Investors, modify or amend any provision of this Agreement for any of the following purposes: (a) to add to this Agreement any further covenants, restrictions, undertakings or other provisions for the protection or benefit of Investors; (b) to cure any ambiguity or to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions contained herein or in the Disclosure Document; (c) to cause the allocations contained in Article II to comply with Section 704 of the Code or any other statutory provisions or regulations relating to such allocations; (d) to provide for the issuance of new Classes of Units, or to amend the manner in which Units may be exchanged among funds in FuturesAccess or between different Classes of Units, provided that doing so is not adverse to outstanding Units (as contemplated by Section 10.1411.14); or; (e) to take such actions as may be necessary or appropriate to avoid the assets of this FuturesAccess Fund being treated for any purpose of ERISA or Section 4975 of the Code as assets of any Plan or to avoid this FuturesAccess Fund’s engaging in a prohibited transaction as defined in Section 406 of ERISA or Section 4975(c) of the Code; (f) to make any other change not materially adverse to the interests of the Investors. Notwithstanding anything in this Section 11.03 to the contrary, without the affirmative written consent of each Investor affected thereby, no such modification or amendment shall: reduce the liabilities, obligations or responsibilities of the Sponsor (except that the Sponsor may take action to admit any person or entity which is an affiliate of the Sponsor as a substitute manager, and to provide for the Sponsor subsequently to withdraw from this FuturesAccess Fund or to provide for the Sponsor to withdraw from this FuturesAccess Fund without admitting any such substitute manager to this FuturesAccess Fund); increase the liabilities of Investors; or reduce the participation of Investors in the profits and losses of this FuturesAccess Fund or in any distributions made by this FuturesAccess Fund as set forth herein.

Amendments; Consents. This Agreement may not be modified or amended without the written consent of the Sponsor. This Agreement may be modified or amended at any time with the consent of the Sponsor and by Investors holding more than 50% of the outstanding Units (by Net Asset Value) not including Units held by Sponsor Parties. For all purposes of this Agreement, except as provided in the last paragraph of this Section 10.03, when the consent of Investors is required, the affirmative consent of Investors is not required; “negative consent” by failure to object in writing after reasonable notice of a proposed modification or amendment is sufficient — 30 calendar days to be conclusively presumed to constitute “reasonable notice” for such purposes. The Sponsor may, without the consent of the Investors, modify or amend any provision of this Agreement for any of the following purposes: (a) to add to this Agreement any further covenants, restrictions, undertakings or other provisions for the protection or benefit of Investors; (b) to cure any ambiguity or to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions contained herein or in the Disclosure Document; (c) to cause the allocations contained in Article II to comply with Section 704 of the Code or any other statutory provisions or regulations relating to such allocations; (d) to provide for the issuance of new Classes of Units, or to amend the manner in which Units may be exchanged among funds in FuturesAccess or between different Classes of Units, provided that doing so is not adverse to outstanding Units (as contemplated by Section 10.14); or (e) to make any other change not materially adverse to the interests of the Investors.. Notwithstanding anything in this Section 10.03 to the contrary, without the affirmative written consent of each Investor affected thereby, no such modification or amendment shall: reduce the liabilities, obligations or responsibilities of the Sponsor (except that the Sponsor may take action to admit any person or entity which is an affiliate of the Sponsor as a substitute manager, and to provide for the Sponsor subsequently to withdraw from Systematic Momentum FuturesAccess or to provide for the Sponsor to withdraw from Systematic Momentum FuturesAccess without admitting any such substitute manager to Systematic Momentum FuturesAccess); increase the liabilities of Investors; or reduce the

Amendments; Consents. This Agreement may not be modified or amended without the written consent of the Sponsor. This Agreement may be modified or amended at any time with the consent of the Sponsor and by Investors holding more than 50% of the outstanding Units (by Net Asset Value) not including Units held by Sponsor Parties. For all purposes of this Agreement, except as provided in the last paragraph of this Section 10.03, when the consent of Investors is required, the affirmative consent of Investors is not required; “negative consent” by failure to object in writing after reasonable notice of a proposed modification or amendment is sufficient — 30 calendar days to be conclusively presumed to constitute “reasonable notice” for such purposes. The Sponsor may, without the consent of the Investors, modify or amend any provision of this Agreement for any of the following purposes: (a) to add to this Agreement any further covenants, restrictions, undertakings or other provisions for the protection or benefit of Investors; (b) to cure any ambiguity or to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions contained herein or in the Disclosure Document; (c) to cause the allocations contained in Article II to comply with Section 704 of the Code or any other statutory provisions or regulations relating to such allocations; (d) to provide for the issuance of new Classes of Units, or to amend the manner in which Units may be exchanged among funds in FuturesAccess or between different Classes of Units, provided that doing so is not adverse to outstanding Units (as contemplated by Section 10.14); or (e) to make any other change not materially adverse to the interests of the Investors. Notwithstanding anything in this Section 10.03 to the contrary, without the affirmative written consent of each Investor affected thereby, no such modification or amendment shall: reduce the liabilities, obligations or responsibilities of the Sponsor (except that the Sponsor may take action to admit any person or entity which is an affiliate of the Sponsor as a substitute manager, and to provide for the Sponsor subsequently to withdraw from this FuturesAccess Fund or to provide for the Sponsor to withdraw from this FuturesAccess Fund without admitting any such substitute manager to this FuturesAccess Fund); increase the liabilities of Investors; or reduce the participation of Investors in the profits and losses of this FuturesAccess Fund or in any distributions made by this FuturesAccess Fund as set forth herein.

Amendments; Consents. This Agreement may not be modified or amended without the written consent of the SponsorManager. This Agreement may be modified or amended at any time with the consent of the Sponsor Manager and by Investors Members holding more than 50% of the outstanding Units (by Net Asset Value) not including Units held by Sponsor Manager Parties. For all purposes of this Agreement, except as provided in the last paragraph of this Section 10.03, when the consent of Investors Members is required, the affirmative consent of Investors Members is not required; “negative consent” by failure to object in writing after reasonable notice of a proposed modification or amendment is sufficient — 30 calendar days to be conclusively presumed to constitute “reasonable notice” for such purposes. The Sponsor Manager may, without the consent of the InvestorsMembers, modify or amend any provision of this Agreement for any of the following purposes: (a) to add to this Agreement any further covenants, restrictions, undertakings or other provisions for the protection or benefit of InvestorsMembers; (b) to cure any ambiguity or to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions contained herein or in the Disclosure Document; (c) to cause the allocations contained in Article II to comply with Section 704 of the Code or any other statutory provisions or regulations relating to such allocations; (d) to provide for the issuance of new Classes of Units, or to amend the manner in which Units may be exchanged among funds in FuturesAccess or between different Classes of Units, ; provided that doing so is not adverse to outstanding Units (as contemplated by Section 10.1410.15); or (e) to make any other change not materially adverse to the interests of the InvestorsMembers. Notwithstanding anything in this Section 10.03 to the contrary, without the affirmative written consent of each Member affected thereby, no such modification or amendment shall: reduce the liabilities, obligations or responsibilities of the Manager (except that the Manager may take action to admit any person or entity which is an affiliate of the Manager as a substitute manager, and to provide for the Manager subsequently to withdraw from the Fund or to provide for the Manager to withdraw from the Fund without admitting any such substitute manager to the Fund); increase the liabilities of Members; or reduce the participation of Members in the profits and losses of the Fund or in any distributions made by the Fund as set forth herein.

Amendments; Consents. This Agreement may not be modified or amended without the written consent of the Sponsor. This Agreement may be modified or amended at any time with the consent of the Sponsor and by Investors holding more than 50% of the outstanding Units (by Net Asset Value) not including Units then held by Sponsor PartiesInvestors. For all purposes of this Agreement, except as provided in the last paragraph of this Section 10.03, when the consent of Investors is required, the affirmative consent of Investors is not required; “negative consent” by failure to object in writing after reasonable notice of a proposed modification or amendment is sufficient — 30 calendar days to be conclusively presumed to constitute “reasonable notice” for such purposes. The Sponsor may, without the consent of the Investors, modify or amend any provision of this Agreement for any of the following purposes: (a) to add to this Agreement any further covenants, restrictions, undertakings or other provisions for the protection or benefit of Investors; (b) to cure any ambiguity or to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions contained herein or in the Confidential Program Disclosure Document; (c) to cause the allocations contained in Article II to comply with Section 704 of the Code or any other statutory provisions or regulations relating to such allocations; (d) to provide for the issuance of new Classes of Units, or to amend the manner in which Units may be exchanged among funds in FuturesAccess or between different Classes of Units, provided that doing so is not adverse to outstanding Units (as contemplated by Section 10.14); or (e) to make any other change not materially adverse to the interests of the Investors.. Notwithstanding anything in this Section 10.03 to the contrary, without the affirmative written consent of each Investor affected thereby, no such modification or amendment shall: reduce the liabilities, obligations or responsibilities of the Sponsor (except that the Sponsor may take action to admit any person or entity which is an affiliate of the Sponsor as a substitute manager, and to provide for the Sponsor subsequently to withdraw from this FuturesAccess Fund or to provide for the Sponsor to withdraw from this FuturesAccess Fund without admitting any such substitute manager to this FuturesAccess Fund); increase the liabilities of Investors; or reduce the participation of Investors in the profits and losses of this FuturesAccess Fund or in any distributions made by this FuturesAccess Fund as set forth herein. The Mxxxxxx Lxxxx FuturesAccessSM Funds

Amendments; Consents. This Agreement may not be modified or amended without the written consent of the Sponsor. This Agreement may be modified or amended at any time with the consent of the Sponsor and by Investors holding more than 50% of the outstanding Units (by Net Asset Value) not including Units held by Sponsor Parties. For all purposes of this Agreement, except as provided in the last paragraph of this Section 10.0311.03, when the consent of Investors is required, the affirmative consent of Investors is not required; “negative consent” by failure to object in writing after reasonable notice of a proposed modification or amendment is sufficient — 30 calendar days to be conclusively presumed to constitute “reasonable notice” for such purposes. The Sponsor may, without the consent of the Investors, modify or amend any provision of this Agreement for any of the following purposes: (a) to add to this Agreement any further covenants, restrictions, undertakings or other provisions for the protection or benefit of Investors; (b) to cure any ambiguity or to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions contained herein or in the Disclosure Document; (c) to cause the allocations contained in Article II to comply with Section 704 of the Code or any other statutory provisions or regulations relating to such allocations; (d) to provide for the issuance of new Classes of Units, or to amend the manner in which Units may be exchanged among funds in FuturesAccess or between different Classes of Units, provided that doing so is not adverse to outstanding Units (as contemplated by Section 10.1411.14); (e) to take such actions as may be necessary or appropriate to avoid the assets of this FuturesAccess Fund being treated for any purpose of ERISA or Section 4975 of the Code as assets of any Plan or to avoid this FuturesAccess Fund’s engaging in a prohibited transaction as defined in Section 406 of ERISA or Section 4975(c) of the Code; (f) to allow for a performance allocation to be made to an entity or person designated by the Trading Advisor instead of paying a Performance Fee; or (eg) to make any other change not materially adverse to the interests of the Investors.. Notwithstanding anything in this Section 11.03 to the contrary other than (f) above, without the affirmative written consent of each Investor affected thereby, no such modification or amendment shall: reduce the liabilities, obligations or responsibilities of the Sponsor (except that the Sponsor may take action to admit any person or entity which is an affiliate

Amendments; Consents. This Agreement may not be modified or amended without the written consent of the Sponsor. This Agreement may be modified or amended at any time with the consent of the Sponsor and by Investors holding more than 50% of the outstanding Units (by Net Asset Value) not including Units held by Sponsor Parties. For all purposes of this Agreement, except as provided in the last paragraph of this Section 10.0311.03, when the consent of Investors is required, the affirmative consent of Investors is not required; “"negative consent” " by failure to object in writing after reasonable notice of a proposed modification or amendment is sufficient — 30 calendar days to be conclusively presumed to constitute “"reasonable notice” " for such purposes. The Sponsor may, without the consent of the Investors, modify or amend any provision of this Agreement for any of the following purposes: (a) to add to this Agreement any further covenants, restrictions, undertakings or other provisions for the protection or benefit of Investors; (b) to cure any ambiguity or to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions contained herein or in the Disclosure Document; (c) to cause the allocations contained in Article II to comply with Section 704 of the Code or any other statutory provisions or regulations relating to such allocations; (d) to provide for the issuance of new Classes of Units, or to amend the manner in which Units may be exchanged among funds in FuturesAccess or between different Classes of Units, provided that doing so is not adverse to outstanding Units (as contemplated by Section 10.1411.15); or (e) to make any other change not materially adverse to the interests of the Investors.;

Amendments; Consents. This Agreement may not be modified or amended without the written consent of the Sponsor. This Agreement may be modified or amended at any time with the consent of the Sponsor and by Investors holding more than 50% of the outstanding Units (by Net Asset Value) not including Units held by Sponsor Parties. For all purposes of this Agreement, except as provided in the last paragraph of this Section 10.03, when the consent of Investors is required, the affirmative consent of Investors is not required; “negative consent” by failure to object in writing after reasonable notice of a proposed modification or amendment is sufficient — 30 calendar days to be conclusively presumed to constitute “reasonable notice” for such purposes. The Sponsor may, without the consent of the Investors, modify or amend any provision of this Agreement for any of the following purposes: (a) to add to this Agreement any further covenants, restrictions, undertakings or other provisions for the protection or benefit of Investors; (b) to cure any ambiguity or to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions contained herein or in the Disclosure Document; (c) to cause the allocations contained in Article II to comply with Section 704 of the Code or any other statutory provisions or regulations relating to such allocations; (d) to provide for the issuance of new Classes of Units, or to amend the manner in which Units may be exchanged among funds in FuturesAccess or between different Classes of Units, provided that doing so is not adverse to outstanding Units (as contemplated by Section 10.14); or (e) to make any other change not materially adverse to the interests of the Investors. Notwithstanding anything in this Section 10.03 to the contrary, without the affirmative written consent of each Investor affected thereby, no such modification or amendment shall: reduce the liabilities, obligations or responsibilities of the Sponsor (except that the Sponsor may take action to admit any person or entity which is an affiliate of the Sponsor as a substitute manager, and to provide for the Sponsor subsequently to withdraw from Systematic Momentum FuturesAccess or to provide for the Sponsor to withdraw from Systematic Momentum FuturesAccess without admitting any such substitute manager to Systematic Momentum FuturesAccess); increase the liabilities of Investors; or reduce the participation of Investors in the profits and losses of Systematic Momentum FuturesAccess or in any distributions made by Systematic Momentum FuturesAccess as set forth herein.

Amendments; Consents. This Agreement may not be modified or amended without the written consent of the Sponsor. This Agreement may be modified or amended at any time with the consent of the Sponsor and by Investors holding more than 50% of the outstanding Units (by Net Asset Value) not including Units held by Sponsor Parties. For all purposes of this Agreement, except as provided in the last paragraph of this Section 10.03, when the consent of Investors is required, the affirmative consent of Investors is not required; “negative consent” by failure to object in writing after reasonable notice of a proposed modification or amendment is sufficient — 30 calendar days to be conclusively presumed to constitute “reasonable notice” for such purposes. The Sponsor may, without the consent of the Investors, modify or amend any provision of this Agreement for any of the following purposes: (a) to add to this Agreement any further covenants, restrictions, undertakings or other provisions for the protection or benefit of Investors; (b) to cure any ambiguity or to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions contained herein or in the Confidential Program Disclosure Document; (c) to cause the allocations contained in Article II to comply with Section 704 of the Code or any other statutory provisions or regulations relating to such allocations; (d) to provide for the issuance of new Classes of Units, or to amend the manner in which Units may be exchanged among funds in FuturesAccess or between different Classes of Units, provided that doing so is not adverse to outstanding Units (as contemplated by Section 10.1410.13); or (e) to make any other change not materially adverse to the interests of the Investors. Notwithstanding anything in this Section 10.03 to the contrary, without the affirmative written consent of each Investor affected thereby, no such modification or amendment shall: reduce the liabilities, obligations or responsibilities of the Sponsor (except that the Sponsor may take action to admit any person or entity which is an affiliate of the Sponsor as a substitute manager, and to provide for the Sponsor subsequently to withdraw from Systematic Momentum FuturesAccess or to provide for the Sponsor to withdraw from Systematic Momentum FuturesAccess without admitting any such substitute manager to Systematic Momentum FuturesAccess); increase the liabilities of Investors; or reduce the participation of Investors in the profits and losses of Systematic Momentum FuturesAccess or in any distributions made by Systematic Momentum FuturesAccess as set forth herein.

Amendments; Consents. This Agreement may not be modified or amended without the written consent of the SponsorManager. This Agreement may be modified or amended at any time with the consent of the Sponsor Manager and by Investors holding more than 50% of the outstanding Units (by Net Asset Value) not including Units then held by Sponsor PartiesInvestors. For all purposes of this Agreement, except as provided in the last paragraph of this Section 10.03, when the consent of Investors is required, the affirmative consent of Investors is not required; “"negative consent” " by failure to object in writing after reasonable notice of a proposed modification or amendment is sufficient — -- 30 calendar days to be conclusively presumed to constitute “"reasonable notice” " for such purposes. XX Xxxxxx FuturesAccess LLC Limited Liability Company Operating Agreement The Sponsor Manager may, without the consent of the Investors, modify or amend any provision of this Agreement for any of the following purposes: (a) to add to this Agreement any further covenants, restrictions, undertakings or other provisions for the protection or benefit of Investors; (b) to cure any ambiguity or to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions contained herein or in the Confidential Program Disclosure Document; (c) to cause the allocations contained in Article II to comply with Section 704 of the Code or any other statutory provisions or regulations relating to such allocations; (d) to provide for the issuance of new Classes of Units, or to amend the manner in which Units may be exchanged among funds in FuturesAccess the Program or between different Classes of Units, provided that doing so is not adverse to outstanding Units (as contemplated by Section 10.14); or (e) to make any other change not materially adverse to the interests of the Investors. Notwithstanding anything in this Section 10.03 to the contrary, without the affirmative written consent of each Investor affected thereby, no such modification or amendment shall: reduce the liabilities, obligations or responsibilities of the Manager (except that the Manager may take action to admit any person or entity which is an affiliate of the Manager as a substitute manager, and to provide for the Manager subsequently to withdraw from this Fund or to provide for the Manager to withdraw from this Fund without admitting any such substitute manager to this Fund); increase the liabilities of Investors; or reduce the participation of Investors in the profits and losses of this Fund or in any distributions made by this Fund as set forth herein.

Amendments; Consents. This Agreement may not be modified or amended without the written consent of the Sponsor. This Agreement may be modified or amended at any time with the consent of the Sponsor and by Investors holding more than 50% of the outstanding Units (by Net Asset Value) not including Units then held by Sponsor PartiesInvestors. For all purposes of this Agreement, except as provided in the last paragraph of this Section 10.03, when the consent of Investors is required, the affirmative consent of Investors is not required; “negative consent” by failure to object in writing after reasonable notice of a proposed modification or amendment is sufficient — 30 calendar days to be conclusively presumed to constitute “reasonable notice” for such purposes. The Sponsor may, without the consent of the Investors, modify or amend any provision of this Agreement for any of the following purposes: (a) to add to this Agreement any further covenants, restrictions, undertakings or other provisions for the protection or benefit of Investors; (b) to cure any ambiguity or to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions contained herein or in the Confidential Program Disclosure Document; (c) to cause the allocations contained in Article II to comply with Section 704 of the Code or any other statutory provisions or regulations relating to such allocations; (d) to provide for the issuance of new Classes of Units, or to amend the manner in which Units may be exchanged among funds in FuturesAccess or between different Classes of Units, provided that doing so is not adverse to outstanding Units (as contemplated by Section 10.14); or (e) to make any other change not materially adverse to the interests of the Investors. Notwithstanding anything in this Section 10.03 to the contrary, without the affirmative written consent of each Investor affected thereby, no such modification or amendment shall: reduce the liabilities, obligations or responsibilities of the Sponsor (except that the Sponsor may take action to admit any person or entity which is an affiliate of the Sponsor as a substitute manager, and to provide for the Sponsor subsequently to withdraw from this FuturesAccess Fund or to provide for the Sponsor to withdraw from this FuturesAccess Fund without admitting any such substitute manager to this FuturesAccess Fund); increase the liabilities of Investors; or reduce the participation of Investors in the profits and losses of this FuturesAccess Fund or in any distributions made by this FuturesAccess Fund as set forth herein.

Amendments; Consents. This Agreement may not be modified or amended without the written consent of the Sponsor. This Agreement may be modified or amended at any time with the consent of the Sponsor and by Investors holding more than 50% of the outstanding Units (by Net Asset Value) not including Units then held by Sponsor PartiesInvestors. For all purposes of this Agreement, except as provided in the last paragraph of this Section 10.03, when the consent of Investors is required, the affirmative consent of Investors is not required; “negative consent” by failure to object in writing after reasonable notice of a proposed modification or amendment is sufficient — 30 calendar days to be conclusively presumed to constitute “reasonable notice” for such purposes. The Sponsor may, without the consent of the Investors, modify or amend any provision of this Agreement for any of the following purposes: (a) to add to this Agreement any further covenants, restrictions, undertakings or other provisions for the protection or benefit of Investors; (b) to cure any ambiguity or to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions contained herein or in the Confidential Program Disclosure Document; (c) to cause the allocations contained in Article II to comply with Section 704 of the Code or any other statutory provisions or regulations relating to such allocations; (d) to provide for the issuance of new Classes of Units, or to amend the manner in which Units may be exchanged among funds in FuturesAccess or between different Classes of Units, provided that doing so is not adverse to outstanding Units (as contemplated by Section 10.14); or (e) to make any other change not materially adverse to the interests of the Investors.. Notwithstanding anything in this Section 10.03 to the contrary, without the affirmative written consent of each Investor affected thereby, no such modification or amendment shall: reduce the liabilities, obligations or responsibilities of the Sponsor (except that the Sponsor may take action to admit any person or entity which is an affiliate of the Sponsor as a substitute manager, and to provide for the Sponsor subsequently to withdraw from this FuturesAccess Fund or to provide for the Sponsor to withdraw from this FuturesAccess Fund without admitting any such substitute manager to this FuturesAccess Fund); increase the liabilities of Investors; or reduce the participation of Investors in the profits and losses of this FuturesAccess Fund or in any distributions made by this FuturesAccess Fund as set forth herein. The Xxxxxxx Xxxxx FuturesAccessSM Funds

Amendments; Consents. This Agreement may not be modified or amended without the written consent of the SponsorManager. This Agreement may be modified or amended at any time with the consent of the Sponsor Manager and by Investors holding more than 50% of the outstanding Units (by Net Asset Value) not including Units then held by Sponsor PartiesInvestors. For all purposes of this Agreement, except as provided in the last paragraph of this Section 10.03, when the consent of Investors is required, the affirmative consent of Investors is not required; “"negative consent” " by failure to object in writing after reasonable notice of a proposed modification or amendment is sufficient — -- 30 calendar days to be conclusively presumed to constitute “"reasonable notice” " for such purposes. ML Appleton FuturesAccess LLC Limited Liability Company Operating Xxxxxxxxx The Sponsor Manager may, without the consent of the Investors, modify or amend any provision of this Agreement for any of the following purposes: (a) to add to this Agreement any further covenants, restrictions, undertakings or other provisions for the protection or benefit of Investors; (b) to cure any ambiguity or to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions contained herein or in the Confidential Program Disclosure Document; (c) to cause the allocations contained in Article II to comply with Section 704 of the Code or any other statutory provisions or regulations relating to such allocations; (d) to provide for the issuance of new Classes of Units, or to amend the manner in which Units may be exchanged among funds in FuturesAccess the Program or between different Classes of Units, provided that doing so is not adverse to outstanding Units (as contemplated by Section 10.14); or (e) to make any other change not materially adverse to the interests of the Investors. Notwithstanding anything in this Section 10.03 to the contrary, without the affirmative written consent of each Investor affected thereby, no such modification or amendment shall: reduce the liabilities, obligations or responsibilities of the Manager (except that the Manager may take action to admit any person or entity which is an affiliate of the Manager as a substitute manager, and to provide for the Manager subsequently to withdraw from this Fund or to provide for the Manager to withdraw from this Fund without admitting any such substitute manager to this Fund); increase the liabilities of Investors; or reduce the participation of Investors in the profits and losses of this Fund or in any distributions made by this Fund as set forth herein.

Amendments; Consents. This Agreement may not be modified or amended without the written consent of the Sponsor. This Agreement may be modified or amended at any time with the consent of the Sponsor and by Investors holding more than 50% of the outstanding Units (by Net Asset Value) ), not including Units held by Sponsor Parties. For all purposes of this Agreement, except as provided in the last paragraph of this Section 10.03, when the consent of Investors is required, the affirmative consent of Investors is not required; “"negative consent” " by failure to object in writing after reasonable notice of a proposed modification or amendment is sufficient — -- 30 calendar days to be conclusively presumed to constitute “"reasonable notice” " for such purposes. The Sponsor may, without the consent of the Investors, modify or amend any provision of this Agreement for any of the following purposes: (a) to add to this Agreement any further covenants, restrictions, undertakings or other provisions for the protection or benefit of Investors; (b) to cure any ambiguity or to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions contained herein or in the Confidential Program Disclosure Document; (c) to cause the allocations contained in Article II to comply with Section 704 of the Code or any other statutory provisions or regulations relating to such allocations; (d) to provide for the issuance of new Classes of Units, or to amend the manner in which Units may be exchanged among funds in FuturesAccess or between different Classes of Units, provided that doing so is not adverse to outstanding Units (as contemplated by Section 10.1410.13); or (e) to make any other change not materially adverse to the interests of the Investors. Notwithstanding anything in this Section 10.03 to the contrary, without the affirmative written consent of each Investor affected thereby, no such modification or amendment shall: reduce the liabilities, obligations or responsibilities of the ML Systematic Momentum FuturesAccess LLC Limited Liability Company Operating Agreement Dated as of March 8, 2007 Sponsor (except that the Sponsor may take action to admit any person or entity which is an affiliate of the Sponsor as a substitute manager, and to provide for the Sponsor subsequently to withdraw from Systematic Momentum FuturesAccess or to provide for the Sponsor to withdraw from Systematic Momentum FuturesAccess without admitting any such substitute manager to Systematic Momentum FuturesAccess); increase the liabilities of Investors; or reduce the participation of Investors in the profits and losses of Systematic Momentum FuturesAccess or in any distributions made by Systematic Momentum FuturesAccess as set forth herein.

Amendments; Consents. This Agreement may not be modified or amended without the written consent of the Sponsor. This Agreement may be modified or amended at any time with the consent of the Sponsor and by Investors holding more than 50% of the outstanding Units (by Net Asset Value) not including Units held by Sponsor Parties. For all purposes of this Agreement, except as provided in the last paragraph of this Section 10.03, when the consent of Investors is required, the affirmative consent of Investors is not required; “"negative consent” " by failure to object in writing after reasonable notice of a proposed modification or amendment is sufficient — 30 calendar days to be conclusively presumed to constitute “"reasonable notice” " for such purposes. The Sponsor may, without the consent of the Investors, modify or amend any provision of this Agreement for any of the following purposes: (a) to add to this Agreement any further covenants, restrictions, undertakings or other provisions for the protection or benefit of Investors; (b) to cure any ambiguity or to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions contained herein or in the Disclosure Document; (c) to cause the allocations contained in Article II to comply with Section 704 of the Code or any other statutory provisions or regulations relating to such allocations; (d) to provide for the issuance of new Classes of Units, or to amend the manner in which Units may be exchanged among funds in FuturesAccess or between different Classes of Units, provided that doing so is not adverse to outstanding Units (as contemplated by Section bySection 10.14); or (e) to make any other change not materially adverse to the interests of the Investors.. Notwithstanding anything in this Section 10.03 to the contrary, without the affirmative written consent of each Investor affected thereby, no such modification or amendment shall: reduce the liabilities, obligations or responsibilities of the Sponsor (except that the Sponsor may take action to admit any person or entity which is an affiliate of the Sponsor as a substitute manager, and to provide for the Sponsor subsequently to withdraw from Systematic Momentum FuturesAccess or to provide for the Sponsor to withdraw from Systematic Momentum FuturesAccess without admitting any such substitute manager to Systematic Momentum FuturesAccess); increase the liabilities of Investors; or reduce the

Amendments; Consents. This Agreement may not be modified or amended without the written consent of the Sponsor. This Agreement may be modified or amended at any time with the consent of the Sponsor and by Investors holding more than 50% of the outstanding Units (by Net Asset Value) not including Units held by Sponsor Parties. For all purposes of this Agreement, except as provided in the last paragraph of this Section 10.0311.03, when the consent of Investors is required, the affirmative consent of Investors is not required; “negative consent” by failure to object in writing after reasonable notice of a proposed modification or amendment is sufficient — 30 calendar days to be conclusively presumed to constitute “reasonable notice” for such purposes. The Sponsor may, without the consent of the Investors, modify or amend any provision of this Agreement for any of the following purposes: (a) to add to this Agreement any further covenants, restrictions, undertakings or other provisions for the protection or benefit of Investors; (b) to cure any ambiguity or to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions contained herein or in the Disclosure Document; (c) to cause the allocations contained in Article II to comply with Section 704 of the Code or any other statutory provisions or regulations relating to such allocations; (d) to provide for the issuance of new Classes of Units, or to amend the manner in which Units may be exchanged among funds in FuturesAccess or between different Classes of Units, provided that doing so is not adverse to outstanding Units (as contemplated by Section 10.1411.15); or (e) to make any other change not materially adverse to the interests of the Investors.;

Amendments; Consents. This Agreement may not be modified or amended without the written consent of the Sponsor. This Agreement may be modified or amended at any time with the consent of the Sponsor and by Investors holding more than 50% of the outstanding Units (by Net Asset Value) not including Units then held by Sponsor PartiesInvestors. For all purposes of this Agreement, except as provided in the last paragraph of this Section 10.0311.03, when the consent of Investors is required, the affirmative consent of Investors is not required; “negative consent” by failure to object in writing after reasonable notice of a proposed modification or amendment is sufficient — 30 calendar days to be conclusively presumed to constitute “reasonable notice” for such purposes. The Sponsor may, without the consent of the Investors, modify or amend any provision of this Agreement for any of the following purposes: (a) to add to this Agreement any further covenants, restrictions, undertakings or other provisions for the protection or benefit of Investors; (b) to cure any ambiguity or to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions contained herein or in the Disclosure Document; (c) to cause the allocations contained in Article II to comply with Section 704 of the Code or any other statutory provisions or regulations relating to such allocations; (d) to provide for the issuance of new Classes of Units, or to amend the manner in which Units may be exchanged among funds in FuturesAccess or between different Classes of Units, provided that doing so is not adverse to outstanding Units (as contemplated by Section 10.1411.14); (e) to take such actions as may be necessary or appropriate to avoid the assets of this FuturesAccess Fund being treated for any purpose of ERISA or Section 4975 of the Code as assets of any Plan or to avoid this FuturesAccess Fund’s engaging in a prohibited transaction as defined in Section 406 of ERISA or Section 4975(c) of the Code; (f) to allow for a performance allocation to be made to an entity or person designated by the Trading Advisor instead of paying a Performance Fee; or (eg) to make any other change not materially adverse to the interests of the Investors. Notwithstanding anything in this Section 11.03 to the contrary other than (f) above, without the affirmative written consent of each Investor affected thereby, no such modification or amendment shall: reduce the liabilities, obligations or responsibilities of the Sponsor (except that the Sponsor may take action to admit any person or entity which is an affiliate of the Sponsor as a substitute manager, and to provide for the Sponsor subsequently to withdraw from this FuturesAccess Fund or to provide for the Sponsor to withdraw from this FuturesAccess Fund without admitting any such substitute manager to this FuturesAccess Fund); increase the liabilities of Investors; or reduce the participation of Investors in the profits and losses of this FuturesAccess Fund or in any distributions made by this FuturesAccess Fund as set forth herein.

Amendments; Consents. This Agreement may not be modified or amended without the written consent of the Sponsor. This Agreement may be modified or amended at any time with the consent of the Sponsor and by Investors holding more than 50% of the outstanding Units (by Net Asset Value) ), not including Units held by Sponsor Parties. For all purposes of this Agreement, except as provided in the last paragraph of this Section 10.03, when the consent of Investors is required, the affirmative consent of Investors is not required; “negative consent” by failure to object in writing after reasonable notice of a proposed modification or amendment is sufficient — 30 calendar days to be conclusively presumed to constitute “reasonable notice” for such purposes. The Sponsor may, without the consent of the Investors, modify or amend any provision of this Agreement for any of the following purposes: (a) to add to this Agreement any further covenants, restrictions, undertakings or other provisions for the protection or benefit of Investors; (b) to cure any ambiguity or to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions contained herein or in the Confidential Program Disclosure Document; (c) to cause the allocations contained in Article II to comply with Section 704 of the Code or any other statutory provisions or regulations relating to such allocations; (d) to provide for the issuance of new Classes of Units, or to amend the manner in which Units may be exchanged among funds in FuturesAccess or between different Classes of Units, provided that doing so is not adverse to outstanding Units (as contemplated by Section 10.1410.13); or (e) to make any other change not materially adverse to the interests of the Investors. Notwithstanding anything in this Section 10.03 to the contrary, without the affirmative written consent of each Investor affected thereby, no such modification or amendment shall: reduce the liabilities, obligations or responsibilities of the ML Systematic Momentum FuturesAccess LLC Sponsor (except that the Sponsor may take action to admit any person or entity which is an affiliate of the Sponsor as a substitute manager, and to provide for the Sponsor subsequently to withdraw from Systematic Momentum FuturesAccess or to provide for the Sponsor to withdraw from Systematic Momentum FuturesAccess without admitting any such substitute manager to Systematic Momentum FuturesAccess); increase the liabilities of Investors; or reduce the participation of Investors in the profits and losses of Systematic Momentum FuturesAccess or in any distributions made by Systematic Momentum FuturesAccess as set forth herein.

Amendments; Consents. This Agreement may not be modified or amended without the written consent of the SponsorManager. This Agreement may be modified or amended at any time with the consent of the Sponsor Manager and by Investors holding more than 50% of the outstanding Units (by Net Asset Value) not including Units then held by Sponsor PartiesInvestors. For all purposes of this Agreement, except as provided in the last paragraph of this Section 10.03, when the consent of Investors is required, the affirmative consent of Investors is not required; “"negative consent” " by failure to object in writing after reasonable notice of a proposed modification or amendment is sufficient — -- 30 calendar days to be conclusively presumed to constitute “"reasonable notice” " for such purposes. ML Cornerstone FuturesAccess LLC Limited Liability Company Operating Agreement The Sponsor Manager may, without the consent of the Investors, modify or amend any provision of this Agreement for any of the following purposes: (a) to add to this Agreement any further covenants, restrictions, undertakings or other provisions for the protection or benefit of Investors; (b) to cure any ambiguity or to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions contained herein or in the Confidential Program Disclosure Document; (c) to cause the allocations contained in Article II to comply with Section 704 of the Code or any other statutory provisions or regulations relating to such allocations; (d) to provide for the issuance of new Classes of Units, or to amend the manner in which Units may be exchanged among funds in FuturesAccess the Program or between different Classes of Units, provided that doing so is not adverse to outstanding Units (as contemplated by Section 10.14); or (e) to make any other change not materially adverse to the interests of the Investors. Notwithstanding anything in this Section 10.03 to the contrary, without the affirmative written consent of each Investor affected thereby, no such modification or amendment shall: reduce the liabilities, obligations or responsibilities of the Manager (except that the Manager may take action to admit any person or entity which is an affiliate of the Manager as a substitute manager, and to provide for the Manager subsequently to withdraw from this Fund or to provide for the Manager to withdraw from this Fund without admitting any such substitute manager to this Fund); increase the liabilities of Investors; or reduce the participation of Investors in the profits and losses of this Fund or in any distributions made by this Fund as set forth herein.

Amendments; Consents. This Agreement may not be modified or amended without the written consent of the SponsorManager. This Agreement may be modified or amended at any time with the consent of the Sponsor Manager and by Investors holding more than 50% of the outstanding Units (by Net Asset Value) not including Units then held by Sponsor PartiesInvestors. For all purposes of this Agreement, except as provided in the last paragraph of this Section 10.03, when the consent of Investors is required, the affirmative consent of Investors is not required; “negative consent” by failure to object in writing after reasonable notice of a proposed modification or amendment is sufficient — 30 calendar days to be conclusively presumed to constitute “reasonable notice” for such purposes. The Sponsor Manager may, without the consent of the Investors, modify or amend any provision of this Agreement for any of the following purposes: (a) to add to this Agreement any further covenants, restrictions, undertakings or other provisions for the protection or benefit of Investors; (b) to cure any ambiguity or to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions contained herein or in the Confidential Program Disclosure DocumentDocument (as applicable); (c) to cause the allocations contained in Article II to comply with Section 704 of the Code or any other statutory provisions or regulations relating to such allocations; (d) to provide for the issuance of new Classes of Units, or to amend the manner in which Units may be exchanged among funds in FuturesAccess or between different Classes of Units, provided that doing so is not adverse to outstanding Units (as contemplated by Section 10.14); or (e) to make any other change not materially adverse to the interests of the Investors. Notwithstanding anything in this Section 10.03 to the contrary, without the affirmative written consent of each Investor affected thereby, no such modification or amendment shall: reduce the liabilities, obligations or responsibilities of the Manager (except that the Manager may take action to admit any person or entity which is an affiliate of the Manager as a substitute manager, and to provide for the Manager subsequently to withdraw from this Fund or to provide for the Manager to withdraw from this Fund without admitting any such substitute manager to this Fund); increase the liabilities of Investors; or reduce the participation of Investors in the profits and losses of this Fund or in any distributions made by this Fund as set forth herein.