THE MERRILL LYNCH FUTURESACCESSSM PROGRAM SELLING AGREEMENT Private Placement of Limited Liability Company Units Effective as of October 31, 2004 MERRILL LYNCH ALTERNATIVE INVESTMENTS LLC Manager MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED...Selling Agreement • November 14th, 2007 • ML Systematic Momentum FuturesAccess LLC • Commodity contracts brokers & dealers • New York
Your affiliate, Merrill Lynch Alternative Investments LLC, a Delaware limited liability company (referred to herein in its individual capacity and as manager as the “Manager” or “MLAI”), has caused the formation of a group of managed futures funds comprising the Merrill Lynch FuturesAccessSM Program (the “Program”) which, at the effective date hereof, consist of the four limited liability companies formed pursuant to the Limited Liability Company Act of the State of Delaware (the “DLLCA”) and listed in the Schedule of Companies (the “Schedule”) attached hereto as the Appendix. Each company within the Program is hereinafter referred to as a “FuturesAccess Fund.” It is intended that the terms and conditions of this Selling Agreement (the “Agreement”) shall apply to and be binding upon any company which subsequently becomes a FuturesAccess Fund (each a “New FuturesAccess Fund”) and, likewise, shall cease to apply to any company which ceases, for whatever reason, to be a FuturesAccess Fund
LIMITED LIABILITY COMPANY OPERATING AGREEMENTOperating Agreement • November 14th, 2007 • ML Systematic Momentum FuturesAccess LLC • Commodity contracts brokers & dealers • Delaware
THIS LIMITED LIABILITY COMPANY OPERATING AGREEMENT (“Agreement”) dated March 8, 2007 of ML Systematic Momentum FuturesAccess LLC (“Systematic Momentum FuturesAccess”) by and among Merrill Lynch Alternative Investments LLC, a Delaware limited liability company (the “Sponsor”), and those persons who shall invest in the units of limited liability company interest (“Units”) created hereby — Class A, Class C, Class D and Class I — and shall execute this Agreement, by power-of-attorney, as members (such members being hereinafter sometimes referred to collectively as “Members” or “Investors”).
