Common use of Investors’ Representative Clause in Contracts

Investors’ Representative. (a) An Investors’ Representative — a professional services firm that is independent of the Sponsor and its affiliates and that does not otherwise perform material services for the Sponsor, Systematic Momentum FuturesAccess or any affiliated entity (other than as an investors’ representative for other funds) — may be appointed by the Sponsor from time to time as a means of providing (or withholding) the informed consent of Investors required for Systematic Momentum FuturesAccess to enter into certain transactions which otherwise may be inappropriate or impermissible due to the conflicts of interest involved. The transactions submitted to the Investors’ Representative for consent will typically be transactions which the Sponsor believes to be in the best interests of Systematic Momentum FuturesAccess but which, nevertheless, may require Investor consent under Section 206(3) or other applicable provisions of the Investment Advisers Act of 1940, as amended (the “Advisers Act”). The role of the Investors’ Representative will not be to make investment recommendations or pricing determinations nor to review the merits of any transaction presented to it, but only to confirm that the conflicts of interest involved have been resolved and that Systematic Momentum FuturesAccess enters into such transactions on an arm’s-length basis. The Investors’ Representative will be exculpated and indemnified by Systematic Momentum FuturesAccess to the same extent as the Sponsor. (b) In the event an Investors’ Representative is appointed, the Sponsor will notify Investors of any change in the appointment of the Investors’ Representative and will report annually to Investors all transactions

Investors’ Representative. (a) An Investors’ Representative — a professional services firm that is independent of the Sponsor and its affiliates and that does not otherwise perform material services for the Sponsor, Systematic Momentum FuturesAccess Sponsor or any affiliated entity entities (other than as an investorsInvestors’ representative Representative for other funds) — may be appointed by the Sponsor from time to time as a means of providing (or withholding) the informed consent of Investors required for Systematic Momentum FuturesAccess to enter into certain transactions which otherwise may be inappropriate or impermissible due to the conflicts of interest involvedinvolved (for example, allocations to FuturesAccess Funds in which the Sponsor or its affiliates have a substantial proprietary interest). The transactions submitted to the Investors’ Representative for consent will typically be transactions which the Sponsor believes to be in the best interests of Systematic Momentum FuturesAccess but which, nevertheless, may require Investor consent under Section 206(3) or other applicable provisions of the Investment Advisers Act of 1940, as amended 1940 (the “Advisers Act”). The role of the Investors’ Representative will not be to make investment recommendations or pricing determinations nor to review the merits of any transaction presented to it, but only to confirm that the conflicts of interest involved have been resolved and that Systematic Momentum FuturesAccess enters into such transactions on an arm’s-arm’s length basis. ML Systematic Momentum FuturesAccess LLC The Investors’ Representative will would be exculpated and indemnified by Systematic Momentum FuturesAccess to the same extent as the Sponsor. (b) In The Sponsor has initially appointed Xxxxxx X. Xxxx, Xx. & Associates, L.L.C. to act as the event an Investors’ Representative is appointed, the Representative. The Sponsor will notify Investors of any change in the appointment of the Investors’ Representative and will report annually to Investors all transactionstransactions approved by the Investors’ Representative during the fiscal-year period then ended. The Sponsor may resolve conflict of interest situations itself without referring the matter to the Investors’ Representative, unless otherwise required by law. (c) By subscribing for Units in Systematic Momentum FuturesAccess, each Investor expressly authorizes the Sponsor to appoint an Investors’ Representative to act as their agent in consenting (or withholding consent) to transactions presented to it.

Investors’ Representative. (a) An Investors’ ' Representative — -- a professional services firm that is independent of the Sponsor and its affiliates and that does not otherwise perform material services for the Sponsor, Systematic Momentum FuturesAccess Sponsor or any affiliated entity entities (other than as an investors’ representative Investors' Representative for other funds) — -- may be appointed by the Sponsor from time to time as a means of providing (or withholding) the informed consent of Investors required for Systematic Momentum FuturesAccess to enter into certain transactions which otherwise may be inappropriate or impermissible due to the conflicts of interest involvedinvolved (for example, allocations to FuturesAccess Funds in which the Sponsor or its affiliates have a substantial proprietary interest). The transactions submitted to the Investors’ ' Representative for consent will typically be transactions which the Sponsor believes to be in the best interests of Systematic Momentum FuturesAccess but which, nevertheless, may require Investor consent under Section 206(3) or other applicable provisions of the Investment Advisers Act of 1940, as amended 1940 (the “"Advisers Act”"). The role of the Investors’ ' Representative will not be to make investment recommendations or pricing determinations nor to review the merits of any transaction presented to it, but only to confirm that the conflicts of interest involved have been resolved and that Systematic Momentum FuturesAccess enters into such transactions on an arm’s-arm's length basis. ML Systematic Momentum FuturesAccess LLC Limited Liability Company Operating Agreement Dated as of March 8, 2007 The Investors’ ' Representative will would be exculpated and indemnified by Systematic Momentum FuturesAccess to the same extent as the Sponsor. (b) In The Sponsor has initially appointed Arthur F. Bell, Jr. & Xxxxxxxxxx, X.X.X. to act as the event an Investors’ Representative is appointed, the ' Representative. The Sponsor will notify Investors of any change in the appointment of the Investors’ ' Representative and will report annually to Investors all transactionstransactions approved by the Investors' Representative during the fiscal-year period then ended. The Sponsor may resolve conflict of interest situations itself without referring the matter to the Investors' Representative, unless otherwise required by law. (c) By subscribing for Units in Systematic Momentum FuturesAccess, each Investor expressly authorizes the Sponsor to appoint an Investors' Representative to act as their agent in consenting (or withholding consent) to transactions presented to it.

Investors’ Representative. (a) An Investors’ ' Representative — a professional services firm that is independent of the Sponsor and its affiliates and that does not otherwise perform material services for the Sponsor, Systematic Momentum this FuturesAccess Fund or any affiliated entity (other than as an investors’ ' representative for other funds) — may be appointed by the Sponsor from time to time as a means of providing (or withholding) the informed consent of Investors required for Systematic Momentum this FuturesAccess Fund to enter into certain transactions which otherwise may be inappropriate or impermissible due to the conflicts of interest involved. The transactions submitted to the Investors’ ' Representative for consent will typically be transactions which the Sponsor believes to be in the best interests of Systematic Momentum this FuturesAccess Fund but which, nevertheless, may require Investor consent under Section 206(3) or other applicable provisions of the Investment Advisers Act of 1940, as amended (the “"Advisers Act”"). The role of the Investors’ ' Representative will not be to make investment recommendations or pricing determinations nor to review the merits of any transaction presented to it, but only to confirm that the conflicts of interest involved have been resolved and that Systematic Momentum this FuturesAccess Fund enters into such transactions on an arm’sarm's-length basis. The Investors’ ' Representative will be exculpated and indemnified by Systematic Momentum this FuturesAccess Fund to the same extent as the Sponsorthat its actions are not determined to constitute fraud, bad faith, negligence, gross negligence or reckless or intentional misconduct. (ba) In the event an Investors’ ' Representative is appointed, the Sponsor will notify Investors of any change in the appointment of the Investors’ ' Representative and will report annually to Investors all transactionstransactions approved by the Investors' Representative during the fiscal-year period then ended. The Sponsor may resolve conflict of interest situations itself without referring the matter to the Investors' Representative, unless otherwise required by law. (b) By subscribing for Units in this FuturesAccess Fund, each Investor expressly authorizes the Sponsor to appoint an Investors' Representative to act as its agent in consenting (or withholding consent) to transactions presented to it.

Investors’ Representative. (a) An Investors’ Representative — a professional services firm that is independent of the Sponsor and its affiliates and that does not otherwise perform material services for the Sponsor, Systematic Momentum FuturesAccess Sponsor or any affiliated entity (other than as an investors’ representative for other funds) — may be appointed by the Sponsor from time to time as a means of providing (or withholding) the informed consent of Investors required for Systematic Momentum FuturesAccess to enter into certain transactions which otherwise may be inappropriate or impermissible due to the conflicts of interest involvedinvolved (for example, allocations to FuturesAccess Funds in which the Sponsor or its affiliates have a substantial proprietary interest). The transactions submitted to the Investors’ Representative for consent will typically be transactions which the Sponsor believes to be in the best interests of Systematic Momentum FuturesAccess but which, nevertheless, may require Investor consent under Section 206(3) or other applicable provisions of the Investment Advisers Act of 1940, as amended (the “Advisers Act”). The role of the Investors’ Representative will not be to make investment recommendations or pricing determinations nor to review the merits of any transaction presented to it, but only to confirm that the conflicts of interest involved have been resolved and that Systematic Momentum FuturesAccess enters into such transactions on an arm’s-arm’s length basis. The Investors’ Representative will be exculpated and indemnified by Systematic Momentum FuturesAccess to the same extent as the Sponsor. (b) In The Sponsor has initially appointed Xxxxxx X. Xxxx, Xx. & Associates, L.L.C. to act as the event an Investors’ Representative is appointed, the Representative. The Sponsor will notify Investors of any change in the appointment of the Investors’ Representative and will report annually to Investors all transactionstransactions approved by the Investors’ Representative during the fiscal-year period then ended. The Sponsor may resolve conflict of interest situations itself without referring the matter to the Investors’ Representative, unless otherwise required by law. (c) By subscribing for Units in Systematic Momentum FuturesAccess, each Investor expressly authorizes the Sponsor to appoint an Investors’ Representative to act as their agent in consenting (or withholding consent) to transactions presented to it.