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DELAWARE
THE FIRST STATE
I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE RESTATED
CERTIFICATE OF "ML GLOBAL HORIZONS L.P.", CHANGING ITS NAME FROM "ML GLOBAL
HORIZONS L.P." TO "GLOBAL HORIZONS I L.P.", FILED IN THIS OFFICE ON THE
THIRTEENTH DAY OF JANUARY, A.D. 2005, AT 4:29 O'CLOCK P.M.
AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF THE AFORESAID
RESTATED CERTIFICATE IS THE FIFTEENTH DAY OF JANUARY, A.D. 2005.
[SEAL] /s/ Harriet Smith Windsor
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Harriet Smith Windsor Secretary of State
2335876 8100 AUTHENTICATION: 3620327
050032564 DATE: 01-14-05
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STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATION
DELIVERED 04:35 PM 01/13/2005
FILED 04:29 PM 01/13/2005
SRV 050032564 - 2335876 FILE
AMENDED AND RESTATED
CERTIFICATE OF LIMITED PARTNERSHIP
OF
ML GLOBAL HORIZONS L.P.
This Amended and Restated Certificate of Limited Partnership of ML
Global Horizons L.P. (the "Partnership"), dated as of the 13th day of January,
2005 has been duly executed and is being filed by the undersigned in accordance
with the provisions of 6 DEL.C. Section 17-210, to amend and restate the
original Certificate of Limited Partnership, which was filed on May 11, 1993
with the Secretary of State of the State of Delaware (the "Certificate"), to
form a limited partnership under the Delaware Revised Uniform Limited
Partnership Act (6 DEL.C. Section 17-101, ET SEQ.).
The Certificate is hereby amended and restated in its entirety to
read as follows:
1. NAME. The name of the limited partnership formed and continued
hereby is Global Horizons I L.P.
2. REGISTERED OFFICE. The address of the registered office of the
Partnership is the State of Delaware is c/o The Corporation Trust Company,
Corporation Trust Centre, 1209 Orange Street, Wilmington, New Castle County,
Delaware 19801.
3. REGISTERED AGENT. The name and address of the registered agent
for service of process on the Partnership in the State of Delaware is The
Corporation Trust Company, Corporation Trust Center, 1209 Orange Street,
Wilmington, New Castle County, Delaware 19801.
4. GENERAL PARTNER. The name and the business address of the general
partner of the Partnership is:
Merrill Lynch Investment Managers, LLC
800 Scudders Mill Road
Plainsboro, NJ 08536
5. EFFECTIVE DATE. The future effective date of the amended and
restated certificate of limited partnership is January 15, 2005.
IN WITNESS WHEREOF, the undersigned general partner has duly executed this
Amended and Restated Certificate of Limited Partnership as of the date and year
first aforesaid.
MERRILL LYNCH INVESTMENT MANAGERS, LLC
By: /s/ Vinay Mendiratta
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Vinay Mendiratta
Authorized Person