Common use of Fifth Amended and Restated Limited Liability Company Operating Agreement Clause in Contracts

Fifth Amended and Restated Limited Liability Company Operating Agreement. Dated as of November 30, 2012 The Sponsor may waive or modify any eligibility requirements applicable to a particular Class of Units with respect to any one or more Investors, including Sponsor Parties (as defined in Section 2.09), without entitling any other Investor to such waiver or modification provided that doing so is not materially adverse to the interests of the Investors. This FuturesAccess Fund may from time to time offer to certain BAC investors a customized Class of Units having different financial terms than those described herein or in the Disclosure Document, provided that doing so does not have a material adverse effect on existing Investors. Such customized Classes will generally be designed for Investors who are subject to additional fees on their investments in this FuturesAccess Fund depending on the Securities Account held by such Investors or other reasons, and shall not be generally available to other Investors. Sales commissions will be deducted from Class A, Class D and Class I subscriptions as described in the Disclosure Document, and the net amount of such subscriptions (after deducting applicable sales commissions) will be invested in the Units. The Sponsor may waive or reduce sales commissions for certain Investors without entitling any other Investor to any such waiver or reduction. The Sponsor (and/or any other BAC entity) may, but need not, make Capital Contributions as of any date that any Units are issued. BAC may provide initial (“seed”) capital to enable this FuturesAccess Fund to begin trading before sufficient client capital has been raised to meet this FuturesAccess Fund’s minimum capitalization. Seed capital (if any) will be invested in Class D Units, or Units of such other Class as may be designated by the Sponsor. However, neither the Sponsor nor any other BAC entity has any obligation to “seed” this FuturesAccess Fund (or any other FuturesAccess Fund). Provided this FuturesAccess Fund’s overall minimum capitalization is met, there is no minimum number of Units of a particular Class that must be sold in order for Units of that particular Class to be issued. Once this FuturesAccess Fund has begun operations, there is no minimum dollar amount of subscriptions that must be received as of the beginning of any calendar quarter in order for additional Units of any Class to be issued. All Units will be issued only as the Sponsor may determine, irrespective of how many subscriptions are received. The amount of each Investor’s Capital Contribution shall be set forth in such Investor’s Subscription Agreement Signature Pages (“Signature Pages”) to the FuturesAccessSM Program Subscription and Exchange Agreement (“Subscription Agreement”). A Subscription Agreement, including the Signature Pages, must be completed and accepted by the Sponsor prior to an Investor’s initial Capital Contribution if such Investor is not already an investor in FuturesAccess. The Sponsor may require new Signature Pages each time an existing Investor makes an additional Capital Contribution or exchange. The aggregate of all Capital Contributions shall be available to this FuturesAccess Fund to carry out its objectives and purposes. No Investor shall be obligated to make any additional Capital Contributions, except as provided in Section 2.08. No provision of this Agreement shall be construed as guaranteeing the return, by any Sponsor Party or this FuturesAccess Fund, of all or any part of the Capital Contribution(s) of any Investor.

Fifth Amended and Restated Limited Liability Company Operating Agreement. Dated as of November 30, 2012 Once an Investor is issued Class M Units, such Investor shall continue to be issued Class M Units for so long as it continues to be eligible to have, and in fact does have, a Managed Account. If an Investor holding Class M Units terminates its Managed Account, or otherwise becomes ineligible to have a Managed Account, the Sponsor may, in its sole discretion: (i) automatically convert the Investor's Class M Units to Class C, Class I or Class D Units pursuant to such eligibility requirements and policies as determined by the Sponsor from time to time; (ii) permit such Investor to redeem its Class M Units as of the first available redemption date following the termination of such Investor's Managed Account provided that a timely redemption notice is submitted by the Investor or otherwise waived by the Sponsor; (iii) mandatorily redeem such Investor's Class M Units pursuant to Section 3.04; or (iv) permit such Investor to continue to hold such Class M Units for such time period as determined by the Sponsor. The Sponsor may waive or modify any eligibility requirements applicable to a particular Class of Units with respect to any one or more Investors, including Sponsor Parties (as defined in Section 2.09), without entitling any other Investor to such waiver or modification provided that doing so is not materially adverse to the interests of the Investors. This FuturesAccess Fund may from time to time offer to certain BAC investors a customized Class of Units having different financial terms than those described herein or in the Disclosure Document, provided that doing so does not have a material adverse effect on existing Investors. Such customized Classes will generally be designed for Investors who are subject to additional fees on their investments in this FuturesAccess Fund depending on the Securities Account held by such Investors or other reasons, and shall not be generally available to other Investors. Sales commissions will be deducted from Class A, Class D and Class I subscriptions as described in the Disclosure Document, and the net amount of such subscriptions (after deducting applicable sales commissions) will be invested in the Units. The Sponsor may waive or reduce sales commissions for certain Investors without entitling any other Investor to any such waiver or reduction. The Sponsor (and/or any other BAC entity) may, but need not, make Capital Contributions as of any date that any Units are issued. BAC may provide initial (“"seed”") capital to enable this FuturesAccess Fund to begin trading before sufficient client capital has been raised to meet this FuturesAccess Fund’s 's minimum capitalization. Seed capital (if any) will be invested in Class D Units, or Units of such other Class as may be designated by the Sponsor. However, neither the Sponsor nor any other BAC entity has any obligation to “"seed” " this FuturesAccess Fund (or any other FuturesAccess Fund). Provided this FuturesAccess Fund’s 's overall minimum capitalization is met, there is no minimum number of Units of a particular Class that must be sold in order for Units of that particular Class to be issued. Once this FuturesAccess Fund has begun operations, there is no minimum dollar amount of subscriptions that must be received as of the beginning of any calendar quarter in order for additional Units of any Class to be issued. All Units will be issued only as the Sponsor may determine, irrespective of how many subscriptions are received. The amount of each Investor’s 's Capital Contribution shall be set forth in such Investor’s 's Subscription Agreement Signature Pages (“"Signature Pages”") to the FuturesAccessSM Program Subscription and Exchange Agreement (“"Subscription Agreement”"). A Subscription Agreement, including the Signature Pages, must be completed and accepted by the Sponsor prior to an Investor’s 's initial Capital Contribution if such Investor is not already an investor in FuturesAccess. The Sponsor may require new Signature Pages each time an existing Investor makes an additional Capital Contribution or exchange. The aggregate of all Capital Contributions shall be available to this FuturesAccess Fund to carry out its objectives and purposes. No Investor shall be obligated to make any additional Capital Contributions, except as provided in Section 2.08. No provision of this Agreement shall be construed as guaranteeing the return, by any Sponsor Party or this FuturesAccess Fund, of all or any part of the Capital Contribution(s) of any Investor.. MX Xxxxxx FuturesAccess LLC

Fifth Amended and Restated Limited Liability Company Operating Agreement. Dated as of November 30, 2012 Once an Investor is issued Class M Units, such Investor shall continue to be issued Class M Units for so long as it continues to be eligible to have, and in fact does have, a Managed Account. If an Investor holding Class M Units terminates its Managed Account, or otherwise becomes ineligible to have a Managed Account, the Sponsor may, in its sole discretion: (i) automatically convert the Investor’s Class M Units to Class C, Class I or Class D Units pursuant to such eligibility requirements and policies as determined by the Sponsor from time to time; (ii) permit such Investor to redeem its Class M Units as of the first available Redemption Date following the termination of such Investor’s Managed Account provided that a timely redemption notice is submitted by the Investor or otherwise waived by the Sponsor; (iii) mandatorily redeem such Investor’s Class M Units pursuant to Section 3.04; or (iv) permit such Investor to continue to hold such Class M Units for such time period as determined by the Sponsor. The Sponsor may waive or modify any eligibility requirements applicable to a particular Class of Units with respect to any one or more Investors, including Sponsor Parties (as defined in Section 2.09), without entitling any other Investor to such waiver or modification provided that doing so is not materially adverse to the interests of the Investors. This FuturesAccess Fund may from time to time offer to certain BAC investors a customized Class of Units having different financial terms than those described herein or in the Disclosure Document, provided that doing so does not have a material adverse effect on existing Investors. Such customized Classes will generally be designed for Investors who are subject to additional fees on their investments in this FuturesAccess Fund depending on the Securities Account held by such Investors or other reasons, and shall not be generally available to other Investors. Sales commissions will be deducted from Class A, Class D and Class I subscriptions as described in the Disclosure Document, and the net amount of such subscriptions (after deducting applicable sales commissions) will be invested in the Units. The Sponsor may waive or reduce sales commissions for certain Investors without entitling any other Investor to any such waiver or reduction. The Sponsor (and/or any other BAC entity) may, but need not, make Capital Contributions as of any date that any Units are issued. BAC may provide initial (“seed”) capital to enable this FuturesAccess Fund to begin trading before sufficient client capital has been raised to meet this FuturesAccess Fund’s minimum capitalization. Seed capital (if any) will be invested in Class D Units, or Units of such other Class as may be designated by the Sponsor. However, neither the Sponsor nor any other BAC entity has any obligation to “seed” this FuturesAccess Fund (or any other FuturesAccess Fund). Provided this FuturesAccess Fund’s overall minimum capitalization is met, there is no minimum number of Units of a particular Class that must be sold in order for Units of that particular Class to be issued. Once this FuturesAccess Fund has begun operations, there is no minimum dollar amount of subscriptions that must be received as of the beginning of any calendar quarter in order for additional Units of any Class to be issued. All Units will be issued only as the Sponsor may determine, irrespective of how many subscriptions are received. The amount of each Investor’s Capital Contribution shall be set forth in such Investor’s Subscription Agreement Signature Pages (“Signature Pages”) to the FuturesAccessSM Program Subscription and Exchange Agreement (“Subscription Agreement”). A Subscription Agreement, including the Signature Pages, must be completed and accepted by the Sponsor prior to an Investor’s initial Capital Contribution if such Investor is not already an investor in FuturesAccess. The Sponsor may require new Signature Pages each time an existing Investor makes an additional Capital Contribution or exchange. The aggregate of all Capital Contributions shall be available to this FuturesAccess Fund to carry out its objectives and purposes. No Investor shall be obligated to make any additional Capital Contributions, except as provided in Section 2.08. No provision of this Agreement shall be construed as guaranteeing the return, by any Sponsor Party or this FuturesAccess Fund, of all or any part of the Capital Contribution(s) of any Investor.. MX Xxxxxx FuturesAccess LLC

Fifth Amended and Restated Limited Liability Company Operating Agreement. Dated as of November 30, 2012 Once an Investor is issued Class M Units, such Investor shall continue to be issued Class M Units for so long as it continues to be eligible to have, and in fact does have, a Managed Account. If an Investor holding Class M Units terminates its Managed Account, or otherwise becomes ineligible to have a Managed Account, the Sponsor may, in its sole discretion: (i) automatically convert the Investor’s Class M Units to Class C, Class I or Class D Units pursuant to such eligibility requirements and policies as determined by the Sponsor from time to time; (ii) permit such Investor to redeem its Class M Units as of the first available Redemption Date following the termination of such Investor’s Managed Account provided that a timely redemption notice is submitted by the Investor or otherwise waived by the Sponsor; (iii) mandatorily redeem such Investor’s Class M Units pursuant to Section 3.04; or (iv) permit such Investor to continue to hold such Class M Units for such time period as determined by the Sponsor. The Sponsor may waive or modify any eligibility requirements applicable to a particular Class of Units with respect to any one or more Investors, including Sponsor Parties (as defined in Section 2.09), without entitling any other Investor to such waiver or modification provided that doing so is not materially adverse to the interests of the Investors. This FuturesAccess Fund may from time to time offer to certain BAC investors a customized Class of Units having different financial terms than those described herein or in the Disclosure Document, provided that doing so does not have a material adverse effect on existing Investors. Such customized Classes will generally be designed for Investors who are subject to additional fees on their investments in this FuturesAccess Fund depending on the Securities Account held by such Investors or other reasons, and shall not be generally available to other Investors. Sales commissions will be deducted from Class A, Class D and Class I subscriptions as described in the Disclosure Document, and the net amount of such subscriptions (after deducting applicable sales commissions) will be invested in the Units. The Sponsor may waive or reduce sales commissions for certain Investors without entitling any other Investor to any such waiver or reduction. The Sponsor (and/or any other BAC entity) may, but need not, make Capital Contributions as of any date that any Units are issued. BAC may provide initial (“seed”) capital to enable this FuturesAccess Fund to begin trading before sufficient client capital has been raised to meet this FuturesAccess Fund’s minimum capitalization. Seed capital (if any) will be invested in Class D Units, or Units of such other Class as may be designated by the Sponsor. However, neither the Sponsor nor any other BAC entity has any obligation to “seed” this FuturesAccess Fund (or any other FuturesAccess Fund). Provided this FuturesAccess Fund’s overall minimum capitalization is met, there is no minimum number of Units of a particular Class that must be sold in order for Units of that particular Class to be issued. Once this FuturesAccess Fund has begun operations, there is no minimum dollar amount of subscriptions that must be received as of the beginning of any calendar quarter in order for additional Units of any Class to be issued. All Units will be issued only as the Sponsor may determine, irrespective of how many subscriptions are received. The amount of each Investor’s Capital Contribution shall be set forth in such Investor’s Subscription Agreement Signature Pages (“Signature Pages”) to the FuturesAccessSM Program Subscription and Exchange Agreement (“Subscription Agreement”). A Subscription Agreement, including the Signature Pages, must be completed and accepted by the Sponsor prior to an Investor’s initial Capital Contribution if such Investor is not already an investor in FuturesAccess. The Sponsor may require new Signature Pages each time an existing Investor makes an additional Capital Contribution or exchange. The aggregate of all Capital Contributions shall be available to this FuturesAccess Fund to carry out its objectives and purposes. No Investor shall be obligated to make any additional Capital Contributions, except as provided in Section 2.08. No provision of this Agreement shall be construed as guaranteeing the return, by any Sponsor Party or this FuturesAccess Fund, of all or any part of the Capital Contribution(s) of any Investor.. XX Xxxxxx FuturesAccess LLC