EXHIBIT 3.7
AMENDMENT 5 TO THE AMENDED AND RESTATED
DECLARATION OF TRUST AND TRUST AGREEMENT
OF
MLM INDEX(TM) FUND
This AMENDMENT ("Amendment") is made and entered into as of the 26th day of
February, 2004 with reference to, and pursuant to the authority granted by
Section 11.1 of that certain Amended and Restated Declaration of Trust and Trust
Agreement dated the 31st day of August, 1998, by and among the Manager, the
Trustee and the Interest Holders of the MLM Index(TM) Fund (the "Trust"), as
amended by that Amendment No. 1 to the Amended and Restated Declaration of Trust
and Trust Agreement of the Trust entered into as of March 23, 1999, that
Amendment No. 2 to the Amended and Restated Declaration of Trust and Trust
Agreement of the Trust entered into as of February 2000, that Amendment No. 3 to
the Amended and Restated Declaration of Trust and Trust Agreement of the Trust
entered into as of June 14, 2001 and that that Amendment No. 4 to the Amended
and Restated Declaration of Trust and Trust Agreement of the Trust entered into
as of April 29, 2002 (as amended, the "Trust Agreement"). Capitalized terms
used but not defined herein shall have the meaning assigned thereto in the Trust
Agreement.
WHEREAS, it is desired that the Trust Agreement be amended as provided below;
NOW, THEREFORE:
1. The name of the Enhanced Series is hereby changed to the Leveraged Series
and every reference to the Enhanced Series in the Trust Agreement shall be
amended to be a reference to the Leveraged Series
2. This Amendment shall be governed by, and construed in accordance with, the
laws of the State of Delaware (without regard to principles or rules of
conflicts of laws);
3. This Amendment may be executed and delivered in any number of counterparts,
each of which shall be an original, with the same effect as if all
signatures were on the same instrument.
4. The Manager confirms that this Amendment does not: (i) adversely affect any
of the rights, duties or liabilities of the Trustee; (ii) adversely affect
the limitations on liability of the Interest Holders as described in
Section 8.3 of the Trust Agreement; (iii) adversely affect the status of
each Series as a partnership for federal income tax purposes without the
consent of any affected Interest Holder; (iv) change any Interest Holder's
share of the profits or losses of a Series without the consent of such
Interest Holder; (v) extend the duration of the Trust and each Series; or
(vi) change the provisions of Section 11.1 of the
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Trust Agreement. The parties also confirm that the adoption of this
Amendment (a) is for the benefit of, or not adverse to, the interests of
the existing Interest Holders which have not consented to the Amendment,
(b) is consistent with Section 4.1 of the Trust Agreement, and (c) does not
affect the allocation of profits and losses among the Interest Holders or
between the other Interest Holders and the Manager.
IN WITNESS WHEREOF, the Manager has caused this Amendment to be duly executed by
its respective officer hereunto duly authorized, as of the day and year first
above written.
MOUNT XXXXX MANAGEMENT CORPORATION, AS MANAGER
By: /s/ Xxxxxxx X. Xxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxx
Title: President
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