AMENDMENT NO. 1 TO THE AMENDED AND RESTATED DECLARATION OF TRUST AND TRUST AGREEMENT OF
Exhibit
3.3
AMENDMENT
NO. 1 TO THE
AMENDED
AND RESTATED
DECLARATION
OF TRUST
AND
TRUST AGREEMENT
OF
MLM
INDEX™ FUND
This
AMENDMENT ("Amendment") is made and entered into as of the 23rd day of March,
1999 by and among MOUNT XXXXX INDEX MANAGEMENT CORPORATION, a Delaware
corporation, as grantor and manager (the "Manager"), WILMINGTON TRUST COMPANY,
a
Delaware banking corporation, as trustee (the “Trustee”) and the Interests
Holders whose signatures appear on the execution page hereof and who hold in
the
aggregate more than 10% of the outstanding Interests of each Series as of the
date hereof (exclusive of the Interests of the Manager) (the “Signing Interest
Holders”), and is made 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 (the “Trust Agreement”) dated the 31st day of August, 1998, by
and among the Manager, the Trustee and the Interest Holders of the MLM Index™
Fund (the “Trust”). Capitalized terms used but not defined herein
shall have the meaning assigned thereto in the Trust Agreement.
WHEREAS,
it is desired that the management fees to be received by the Manager be revised
to reflect the management fees described in the Offering
Memorandum;
NOW,
THEREFORE, the parties agree as follows and the Manager and the Signing Interest
Holders hereby direct the Trustee, pursuant to the Trust Agreement, to execute
and deliver this Amendment:
1.
Section 4.8 shall be replaced in its entirety to read as follows:
SECTION
4.8 Compensation to the Manager. The Manager shall receive from the
relevant Series a management fee at an annual rate of one and one-quarter
percent (1.25%) for the Class A-1 Unleveraged Series, one and one-half percent
(1.5%) for the Class A Unleveraged Series, one-quarter percent (.25%) for the
Class B-1 Unleveraged Series, one-half percent (0.5%) for the Class B
Unleveraged Series, one and sixty five-one hundredths percent (1.65%) for the
Class A-1 Leveraged Series, two and eight-tenths percent (2.80%) for the Class
A
Leveraged Series, sixty five-one hundredths percent (0.65%) for the Class B-1
Leveraged Series and one and three-tenths percent (1.3%) for the Class B
Leveraged Series based upon the Net Asset Value of the relevant Series,
determined and paid as of the first day of each calendar month. The
Manager shall, in its capacity as an Interest Holder, be entitled to receive
allocations and distributions pursuant to the provisions of this Trust
Agreement.
1
2.
A new Section 11.1(f) shall be added to the Trust Agreement to read in its
entirety as follows:
(f) Each
amendment of this Trust Agreement shall become effective 30 days after the
Manager has sent notice to all Interest Holders that the amendment has been
signed by the required parties and will become effective.
3.
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);
4.
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.
IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed by their respective officers hereunto duly authorized, as of the day
and year first above written.
| MOUNT XXXXX INDEX MANAGEMENT CORPORATION, as Manager | |||
| By: |
/s/
Xxxxxxx X. Xxxxxxxx
|
||
| Name: Xxxxxxx X. Xxxxxxxx | |||
| Title: President | |||
| WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Trustee | |||
| By: |
/s/
Xxx X. Xxxxxx
|
||
| Name: Xxx X. Xxxxxx | |||
| Title: Financial Services Officer | |||
2
AMENDMENT
NO. 2 TO THE
AMENDED
AND RESTATED
DECLARATION
OF TRUST
AND
TRUST AGREEMENT
OF
MLM
INDEX™ FUND
This
AMENDMENT ("Amendment") is made and entered into as of the ____ day of February,
2000 by and among MOUNT XXXXX MANAGEMENT CORPORATION, a Delaware corporation,
as
manager (the "Manager"), WILMINGTON TRUST COMPANY, a Delaware banking
corporation, as trustee (the “Trustee”) and the Interest Holders whose
signatures appear on the execution page hereof and who hold in the aggregate
more than 10% of the outstanding Interests of each Series as of the date hereof
(exclusive of the Interests of the Manager) (the “Signing Interest Holders”),
and is made 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 (the “Trust Agreement”) dated the 31st day of August, 1998, by and
among the Manager, the Trustee and the Interest Holders of the MLM Index™ 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. Capitalized terms used but not defined herein shall have
the meaning assigned thereto in the Trust Agreement.
WHEREAS,
it is desired that the first sentence of Section 7.1(e) be amended as provided
below;
NOW,
THEREFORE, the parties agree as follows and the Manager and the Signing Interest
Holders hereby direct the Trustee, pursuant to the Trust Agreement, to execute
and deliver this Amendment:
1.
The first sentence of Section 7.1(e) shall be replaced in its entirety to read
as follows:
The
Manager may suspend temporarily any redemption if the effect of such redemption,
either alone or in conjunction with other redemptions, would be to impair the
relevant Series’ ability to operate in pursuit of its objectives; provided,
however, that the Manager shall only suspend a redemption pursuant to this
Section 7.1(e) if the impairment would be caused by a third party other than
the
Manager.”
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
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.
IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed by their respective officers hereunto duly authorized, as of the day
and year first above written.
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MOUNT
XXXXX MANAGEMENT CORPORATION, as Manager
|
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|
By:
/s/ Xxxxxxx X. Xxxxxxxx
|
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Name:
Xxxxxxx X. Xxxxxxxx
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Title:
President
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WILMINGTON
TRUST COMPANY, not in its individual capacity but solely as
Trustee
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By:
/s/ Wilmington Trust Company
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Name:
Wilmington Trust Company
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Title:
Trustee
|
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INTEREST
HOLDERS
|
4
AMENDMENT
NO. 3 TO THE
AMENDED
AND RESTATED
DECLARATION
OF TRUST
AND
TRUST AGREEMENT
OF
MLM
INDEX™ FUND
This
AMENDMENT (“Amendment”) is made and entered into as of the 14th day of June,
2001 by and among MOUNT XXXXX MANAGEMENT CORPORATION, a Delaware corporation,
as
manager (the “Manager”), WILMINGTON TRUST COMPANY, a Delaware banking
corporation, as trustee (the “Trustee”) and the Interest Holders whose
signatures appear on the execution page hereof and who hold in the aggregate
more than 10% of the outstanding Interests of each Series as of the date hereof
(exclusive of the Interests of the Manager) (the “Signing Interest Holders”),
and is made 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™ 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 and that
Amendment No. 2 to the Amended and Restated Declaration of Trust and Trust
Agreement of the Trust entered into as of February 2000 (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, the parties agree as follows and the Manager and the Signing Interest
Holders hereby direct the Trustee, pursuant to the Trust Agreement, to execute
and deliver this Amendment:
The
definition of Offering Memorandum is amended to read in its entirety as
follows:
“Offering
Memorandum means with respect to all Series and Classes which are not offered
exclusively to Qualified Eligible Persons (as that term is defined in CFTC
regulations) the relevant Confidential Offering Memorandum of the Trust, as
filed with the CFTC, as amended or supplemented. With respect to
Series and Classes which are offered exclusively to Qualified Eligible Persons,
Offering Memorandum means the relevant Confidential Offering Memorandum supplied
to the Interest Holders of such Series or Classes, as amended or
supplemented.”
The
following sentences shall be inserted into Section 3.1(e) after the third
sentence in such section:
5
“The
Trust shall issue Interests in a separate Series entitled the “Class C Leveraged
Series”. The Class C Leveraged Series will attempt to replicate the
MLM Index™ at a leverage ratio of 3 to 1.”
The
following sentence shall be inserted into Section 4.8 after the first sentence
in such section:
“The
Manager shall receive from the Class C Leveraged Series a management fee at
an
annual rate of two and five one hundredths percent (2.05%) based upon the Net
Asset Value of such Series, determined and paid as of the first day of each
calendar month.”
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);
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.
6
IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed by their respective officers hereunto duly authorized, as of the day
and year first above written.
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MOUNT
XXXXX MANAGEMENT CORPORATION, as Manager
|
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|
By: /s/
Xxxxxxx X. Xxxxxxxx
|
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Name:
Xxxxxxx X. Xxxxxxxx
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Title:
President
|
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WILMINGTON
TRUST COMPANY, not in its individual capacity but solely as
Trustee
|
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By: /s/
Wilmington Trust Company
|
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Name:
Wilmington Trust Company
|
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Title:
Trustee
|
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INTEREST
HOLDERS
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7
AMENDMENT
NO. 4 TO THE
AMENDED
AND RESTATED
DECLARATION
OF TRUST
AND
TRUST AGREEMENT
OF
MLM
INDEX™ FUND
This
AMENDMENT (“Amendment”) is made and entered into as of the 29th day of April,
2002 by and between MOUNT XXXXX MANAGEMENT CORPORATION, a Delaware corporation,
as manager (the “Manager”) and the Interest Holders whose signatures appear on
the execution page hereof and who hold in the aggregate more than 10% of the
outstanding Interests of each Series as of the date hereof (exclusive of the
Interests of the Manager) (the “Signing Interest Holders”), and is made 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™ 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 and 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 (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, the parties agree as follows:
1. Amendment
No. 3 to the Trust Agreement stated that the Trust would issue Interests in
a
separate Series entitled the “Class C Leveraged Series,” but the actual
intention of the parties was that such Interests be issued not in a new Series,
but rather in a new Class of the existing Leveraged Series and the parties
desire that the Trust Agreement be corrected to reflect that the Class C
Interests issued by the Trust pursuant to Amendment No. 3 were Class C Interests
in the existing Leveraged Series. In addition, the parties wish to
add a new Class to the existing Unleveraged Series and to provide that the
Manager, in its sole discretion, may, from time to time hereafter, cause the
Trust to issue additional Interests in then-existing Series and Classes, and
to
create additional Series and Classes (including additional Classes of existing
Series) and issue Interests therein, and such additional Interests, Series
and
Classes may, in the sole discretion of the Manager, have different rights and
obligations and be subject to different fee structures. Accordingly,
Section 3.1(e) shall be deleted in its entirety and replaced with the
following:
8
“The
Trust may issue multiple Series of Interests, and shall issue Interests only
in
designated Series. Such Series may consist of separate
Classes. The Trust currently has issued Interests only in the
Unleveraged Series and the Leveraged Series. The Unleveraged Series
will attempt to replicate the MLM Index™ at a leverage ratio of 1 to 1, and the
Leveraged Series shall trade the MLM Index™ at a leverage ratio of 3 to
1. Within the Unleveraged Series, the Trust has currently issued the
following classes of Interests: Class A-1, Class B-1, Class A and
Class B. Within the Leveraged Series, the Trust has currently issued
the following classes of Interests: Class A-1, Class B-1, Class A,
Class B and Class C. The Trust will issue Class C Interests in the
Unleveraged Series. The Manager, in its sole discretion, may, from
time to time hereafter, cause the Trust to (i) issue additional Interests in
then-existing Series and Classes, and (ii) create additional Series and Classes
(including additional Classes of existing Series) and issue Interests
therein. Such additional Interests, Series and Classes may, in the
sole discretion of the Manager, have different rights and obligations and be
subject to different fee structures, all of which shall be documented in writing
by the Manager. The Trust will maintain separate and distinct records
for each Series and the assets associated with each such Series shall be held
and accounted for separately from the other assets of the Trust and of any
other
Series thereof. The debts, liabilities, obligations and expenses
incurred, contracted for or otherwise existing with respect to a particular
Series shall be enforceable against the assets of such Series only and not
against the assets of the Trust generally or the assets of any other
Series.”
2. Section
4.8 shall be replaced in its entirety to read as follows:
“The
Manager shall receive from the relevant Class of each Series a management fee
at
an annual rate of one and one-quarter percent (1.25%) for Class A-1 of the
Unleveraged Series, one and one-half percent (1.5%) for Class A of the
Unleveraged Series, one-quarter percent (.25%) for Class B-1 of the Unleveraged
Series, one-half percent (0.5%) for Class B of the Unleveraged Series, one
percent (1%) for Class C of the Unleveraged Series, one and sixty five-one
hundredths percent (1.65%) for Class A-1 of the Leveraged Series, two and
eight-tenths percent (2.80%) for Class A of the Leveraged Series, sixty five-one
hundredths percent (0.65%) for Class B-1 of the Leveraged Series, one and
three-tenths percent (1.3%) for Class B of the Leveraged Series and two and
five
one hundredths percent (2.05%) for Class C of the Leveraged Series based upon
the Net Asset Value of the relevant Class and Series, determined and paid as
of
the first day of each calendar month. The compensation to the Manager
applicable to new Series or Classes (including additional Classes of the
Unleveraged Series and the Leveraged Series) after May 30, 2002 shall be as
documented by the Manager in writing. The Manager shall, in its
capacity as an Interest Holder, be entitled to receive allocations and
distributions pursuant to the provisions of this Trust Agreement.
3. 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);
4. 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.
5. The
parties confirm 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 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.
9
IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed by their respective officers hereunto duly authorized, as of the day
and year first above written.
| MOUNT XXXXX MANAGEMENT CORPORATION, as Manager | |||
| By: |
/s/
Xxxxxxx X. Xxxxxxxx
|
||
| Name: Xxxxxxx X. Xxxxxxxx | |||
| Title: President | |||
| INTEREST HOLDERS: | |||
| Interest Holders of each relevant Series owning more than 10% of outstanding Interests (exclusive of the Interests of the Manager) of each relevant Series pursuant to Powers of Attorney executed in favor of, and delivered to, the Manager. | |||
| MOUNT XXXXX MANAGEMENT CORPORATION | |||
| By: |
/s/
Xxxxxxx X. Xxxxxxxx
|
||
| Name: Xxxxxxx X. Xxxxxxxx | |||
| Title: President | |||
10
AMENDMENT
5 TO THE AMENDED AND RESTATED
DECLARATION
OF TRUST AND TRUST AGREEMENT
OF
MLM
INDEX™ 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™ 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:
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1.
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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
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2.
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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);
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3.
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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.
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4.
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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 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.
|
11
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.
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MOUNT
XXXXX MANAGEMENT CORPORATION, as Manager
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||
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By:
|
/s/
Xxxxxxx X. Xxxxxxxx
|
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Name:
|
Xxxxxxx
X. Xxxxxxxx
|
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Title:
|
President
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12
AMENDMENT
NO. 6 TO THE
AMENDED
AND RESTATED
DECLARATION
OF TRUST
AND
TRUST AGREEMENT
OF
MLM
INDEX™ FUND
This
AMENDMENT (“Amendment”) is made and entered into as of the __th day of November,
2004 by and between MOUNT XXXXX MANAGEMENT CORPORATION, a Delaware corporation,
as manager (the “Manager”) and the Interest Holders whose signatures appear on
the execution page hereof and who hold in the aggregate more than 10% of the
outstanding Class C Interests of each Series as of the date hereof (exclusive
of
the Interests of the Manager) (the “Signing Interest Holders”), and is made 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™ 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 and that
Amendment No. 5 to the Amended and Restated Declaration of Trust and Trust
Agreement of the Trust entered into as of February 26, 2004 (as amended, the
“Trust Agreement”) (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, the parties agree as follows:
1. The
Manager and the Signing Interest Holders desire to amend the Trust Agreement
with respect to the Class C Interests of each Series to provide for a new fee
structure with respect to the Class C Interests and to allow the Manager to
change the fee structure with respect to the Class C Interests upon notice
to
the Class C Interest Holders and the opportunity to redeem the Class C Interests
prior to the fee change occurring.
2. With
respect to the Class C Interests Section 4.8 of the Trust Agreement is amended
to provide that the Manager shall receive a management fee at an annual rate
of
ninety one hundredths percent (0.90%) for Class C of the Unleveraged
Series and one and seventy hundredths percent (1.70%) for Class C of
the Leveraged Series.
13
3. The
Signing Interest Holders hereby agree that the Manager may alter the fee
structure relating to the Class C Interests, including altering the amount
of
any administrative fees, management fees, brokerage fees or other fees charged
to the Class C Interests without obtaining the consent of the Class C Interest
Holders; provided, however, that the Manager shall not implement any alteration
to the fee structure of the Class C Interests without first providing notice
to
the Class C Interest Holders of such alteration and providing the Class C
Interest Holders with the opportunity to redeem their Class C Interests prior
to
the fee alteration being implemented.
4. 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);
5. 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.
6. The
parties confirm 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 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 parties hereto have caused this Amendment to be duly
executed by their respective officers hereunto duly authorized, as of the day
and year first above written.
14
