AMENDED AND RESTATED MANAGEMENT AGREEMENTManagement Agreement • March 30th, 2012 • Tactical Diversified Futures Fund L.P. • Real estate investment trusts • New York
This AMENDED AND RESTATED MANAGEMENT AGREEMENT (this “Agreement”), made as of the day of October, 2010, is by and among CERES MANAGED FUTURES LLC (formerly, Citigroup Managed Futures LLC), a Delaware limited liability company (“CMF” or the “General Partner”), TACTICAL DIVERSIFIED FUTURES FUND L.P. (formerly, Citigroup Diversified Futures Fund L.P.), a New York limited partnership (the “Partnership”) and CAPITAL FUND MANAGEMENT SA, a French corporation (the “Advisor,” together with the General Partner and the Partnership, the “Parties”). This Agreement amends and restates the Management Agreement dated as of September 30, 2003 (the “Existing Agreement”) by and among the Parties.
International Swaps and Derivatives Association, Inc. dated as July 12, 20172002 Master Agreement • August 10th, 2017 • Tactical Diversified Futures Fund L.P. • Real estate investment trusts
have entered and/or anticipate entering into one or more transactions (each a “Transaction”) that are or will be governed by this 2002 Master Agreement, which includes the schedule (the “Schedule”), and the documents and other confirming evidence (each a “Confirmation”) exchanged between the parties or otherwise effective for the purpose of confirming or evidencing those Transactions. This 2002 Master Agreement and the Schedule are together referred to as this “Master Agreement”.
ADVISORY AGREEMENTAdvisory Agreement • March 30th, 2015 • Tactical Diversified Futures Fund L.P. • Real estate investment trusts • New York
Institutional Account Agreement Account Number(s) ###-##### Account Title CMF GRAHAM CAPITAL MASTER FUND L.P.Institutional Account Agreement • August 10th, 2017 • Tactical Diversified Futures Fund L.P. • Real estate investment trusts • New York
This Institutional Account Agreement (together with any annexes or supplements hereto, this “Agreement”), dated as of July 12, 2017, is by and among CMF Graham Capital Master Fund L.P., a limited partnership organized under the laws of New York (“you” or, as the context requires, “your”), and J.P. Morgan Securities LLC (“JPMS”), JPMorgan Chase Bank, N.A., J.P. Morgan Securities plc, J.P. Morgan Securities (Asia Pacific) Limited, J.P. Morgan Securities Asia Private Limited, J.P. Morgan Securities Australia Limited, JPMorgan Securities Japan Co., Ltd., J.P. Morgan Prime Nominees Limited, J.P. Morgan Markets Limited, J.P. Morgan Prime Inc. and any other JPM Affiliate notified to you from time to time (JPMS and such JPM Affiliates, individually and collectively as the context requires, a “JP Morgan Entity,” “JP Morgan,” “us,” “our” or “we”).
ALTERNATIVE INVESTMENT SELLING AGENT AGREEMENTSelling Agent Agreement • November 14th, 2013 • Tactical Diversified Futures Fund L.P. • Real estate investment trusts • New York
This Alternative Investment Selling Agent Agreement (“Agreement”) is dated as of November 12, 2013, by and among each of the limited partnerships listed on Schedule 1 hereto (each, a “Partnership,” and together, the “Partnerships”), Ceres Managed Futures LLC, a Delaware limited liability company (the “General Partner”), and Morgan Stanley Smith Barney LLC, a Delaware limited liability company, currently doing business as Morgan Stanley Wealth Management (“MSSB”). Partnerships may be added to this Agreement upon the agreement of the General Partner and MSSB. The listing of such partnership on Schedule 1 hereto shall be evidence of such agreement. This Agreement supersedes all prior agreements between each Partnership, MSSB and the General Partner.
ContractForeign Exchange and Bullion Authorization Agreement • August 10th, 2017 • Tactical Diversified Futures Fund L.P. • Real estate investment trusts • New York
FOREIGN EXCHANGE AND BULLION AUTHORIZATION AGREEMENT (the “Agreement”), dated as of July 12, 2017, among JPMorgan Chase Bank, N.A. (“JPMC”), Aspect Capital Limited (the “Investment Manager”), and CMF Aspect Master Fund L.P. (the “Fund”).
MANAGEMENT AGREEMENTManagement Agreement • June 5th, 2019 • Ceres Tactical Systematic L.P. • Real estate investment trusts • New York
This AGREEMENT made as of the 1st day of June, 2019 by and among CERES MANAGED FUTURES LLC, a Delaware limited liability company (“CMF”), CERES TACTICAL SYSTEMATIC L.P., a New York limited partnership (the “Partnership”) and AQUANTUM GmbH, a German limited liability company (“Aquantum” or the “Advisor”).
SUBSCRIPTION ESCROW AGREEMENT Between DEMETER MANAGEMENT CORPORATION and THE BANK OF NEW YORK Dated as of July 25, 2007 ACCOUNT NUMBER(S) SHORT TITLE OF ACCOUNTSubscription Escrow Agreement • March 27th, 2013 • Tactical Diversified Futures Fund L.P. • Real estate investment trusts • New York
Escrow Agreement (the “Agreement”), dated as of July 25, 2007, among The Bank of New York, a New York banking corporation with its principal corporate trust office at 101 Barclay Street, 8W, New York, New York 10286 (the “Escrow Agent”), Demeter Management Corporation, a Delaware corporation (the “General Partner,” on behalf of each of the limited partnerships listed on Exhibit A attached hereto, as such Exhibit A may be amended from time to time (each, a “Partnership” and collectively, the “Partnerships”), and Morgan Stanley & Co. Incorporated, as selling agent (the “Selling Agent”), for itself and for and on behalf of its selected dealers (the “Selected Dealers”), the identity of which will be disclosed to Escrow Agent as the same are selected by the Sales Agent.
AMENDED AND RESTATED ALTERNATIVE INVESTMENT SELLING AGENT AGREEMENTAlternative Investment Selling Agent Agreement • March 8th, 2016 • Tactical Diversified Futures Fund L.P. • Real estate investment trusts • New York
This Amended and Restated Alternative Investment Selling Agent Agreement (“Agreement”) is dated as of March 3, 2016, by and among each of the limited partnerships listed on Schedule 1 hereto (each, a “Partnership,” and together, the “Partnerships”), Ceres Managed Futures LLC, a Delaware limited liability company (the “General Partner”), and Morgan Stanley Smith Barney LLC, a Delaware limited liability company, currently doing business as Morgan Stanley Wealth Management (“MSSB” or “Placement Agent”). Partnerships may be added to this Agreement upon the agreement of the General Partner and MSSB, pursuant to the form of joinder attached as Appendix B to this Agreement. The listing of such partnership on Schedule 1 hereto shall be evidence of such agreement. This Agreement supersedes all prior agreements between each Partnership, MSSB and the General Partner.
Amended & Restated Master Services AgreementMaster Services Agreement • August 6th, 2015 • Tactical Diversified Futures Fund L.P. • Real estate investment trusts • New York
This Amended & Restated Master Services Agreement (the “Agreement”) is entered into and effective as of March 31, 2015 (the “Effective Date”) by and among:
MORGAN STANLEY & CO. LLC LISTED DERIVATIVESu.s. Treasury Securities Purchase Authorization Agreement • November 4th, 2015 • Tactical Diversified Futures Fund L.P. • Real estate investment trusts
This Agreement governs the service (“Service”) made available to each Fund set forth in Annex A hereto (each such Fund, the “Customer”) by Morgan Stanley & Co. LLC (“MS&Co.”) and is effective as of June 1, 2015. This Agreement is in addition to and supplements Customer’s Commodity Futures Customer Agreement (the “Futures Agreement”). Unless otherwise specified in this Agreement, all capitalized terms used herein shall have the meanings set forth in the Futures Agreement and references herein and in the Futures Agreement to the “Agreement” shall be construed to mean the Futures Agreement as amended and supplemented by this Agreement. Except as otherwise modified by this Agreement, the terms and conditions of the Futures Agreement remain in full force and effect.
SCHEDULE to the2002 Isda Master Agreement • August 10th, 2017 • Tactical Diversified Futures Fund L.P. • Real estate investment trusts • New York
TACTICAL DIVERSIFIED FUTURES FUND L.P. SUBSCRIPTION/EXCHANGE AGREEMENT To accompany the Private Placement Offering Memorandum and Disclosure Document dated June 16, 2012. NOT FOR USE AFTER MARCH 16, 2013.Subscription/Exchange Agreement • November 14th, 2012 • Tactical Diversified Futures Fund L.P. • Real estate investment trusts • New York
AMENDED AND RESTATED MANAGEMENT AGREEMENTManagement Agreement • March 18th, 2003 • Citigroup Diversified Futures Fund Lp • Real estate investment trusts • New York
AGREEMENT made as of the 9th day of December, 2002, and amended and restated as of the 11th day of March, 2003 among SMITH BARNEY FUTURES MANAGEMENT LLC, a Delaware limited liability company (“SBFM”), CITIGROUP DIVERSIFIED FUTURES FUND L. P., a New York limited partnership (the “Partnership”) and JOHN W. HENRY & COMPANY, INC., a Florida corporation (the “Advisor”).
AMENDMENT TO THE AMENDED AND RESTATED ALTERNATIVE INVESTMENT SELLING AGENT AGREEMENTAlternative Investment Selling Agent Agreement • July 8th, 2020 • Ceres Tactical Systematic L.P. • Commodity contracts brokers & dealers • New York
This amendment (“Amendment”) dated as the 23rd day of June, 2020 to the Amended and Restated Alternative Investment Selling Agent Agreement (the “Agreement”) dated as of March 3, 2016, as amended from time to time, by and among each of the limited partnerships listed on Schedule 1 hereto (each, a “Partnership,” and together, the “Partnerships”), Ceres Managed Futures LLC, a Delaware limited liability company (the “General Partner”), and Morgan Stanley Smith Barney LLC, a Delaware limited liability company, currently doing business as Morgan Stanley Wealth Management (“MSSB” or “Placement Agent”). Capitalized terms used herein but not otherwise defined shall have the respective meanings assigned to them in the Agreement.
CERES MANAGED FUTURES LLC UMB FUND SERVICES, INC. TRANSFER AGENCY AGREEMENTTransfer Agency Agreement • September 11th, 2017 • Tactical Diversified Futures Fund L.P. • Real estate investment trusts • New York
THIS TRANSFER AGENCY AGREEMENT (the “Agreement”) is made as of this 17th day of August, 2017 (the “Effective Date”), by and between each of the entities individually and not jointly, as listed on Schedule A hereto (each a “Fund”, and, collectively, the “Funds”), Ceres Managed Futures LLC, a Delaware limited liability company (the “General Partner” or “CMF”) and UMB Fund Services, Inc., a Wisconsin corporation, its successors and assigns (the “Transfer Agent”).
AMENDMENT NO. 5 TO ESCROW AGREEMENTEscrow Agreement • March 27th, 2013 • Tactical Diversified Futures Fund L.P. • Real estate investment trusts • New York
WHEREAS, THE BANK OF NEW YORK, a New York banking corporation (the “Escrow Agent”), Ceres Managed Futures LLC (formerly Demeter Management LLC), a Delaware limited liability company (the “General Partner”), and MORGAN STANLEY SMITH BARNEY LLC, a Delaware limited liability company (the “Selling Agent”), have agreed to amend the Escrow Agreement, dated as of the 25th day of July, 2007 (the “Original Escrow Agreement”), as amended by Amendment to No. 1 to the Original Escrow Agreement, dated as of the 1st day of January, 2009 and by Amendment to No. 2 to the Original Escrow Agreement, dated as of the 13th day of October, 2009, by Amendment to No. 3 to the Original Escrow Agreement, dated as of the 1st day of September, 2010 and by Amendment to No. 4 to the Original Escrow Agreement, dated as of the 17th day of May, 2012 (together, with Original Escrow Agreement, the “Escrow Agreement”) among the Escrow Agent, the General Partner, and the Selling Agent, to revise Exhibit A thereto.
AGENCY AGREEMENT TACTICAL DIVERSIFIED FUTURES FUND L.P. (A NEW YORK LIMITED PARTNERSHIP) UNITS OF LIMITED PARTNERSHIP INTEREST November 11, 2009Agency Agreement • November 16th, 2009 • Tactical Diversified Futures Fund L.P. • Real estate investment trusts • New York
Tactical Diversified Futures Fund L.P. (formerly known as Citigroup Diversified Futures Fund L.P.) (the “Partnership”) is organized as a limited partnership under the New York Revised Uniform Limited Partnership Act, as amended and in effect on the date hereof (the “Partnership Act”) for the purpose of speculative trading, either directly or indirectly, in commodity interests including, but not limited to futures contracts, swaps, options, spot, and forward contracts. Ceres Managed Futures LLC (formerly known as Citigroup Managed Futures LLC), a Delaware limited liability company (the “General Partner”), offered units of limited partnership interest in the Partnership (the “Units”) publicly from March 27, 2003 to November 30, 2008 (the “Public Offering”). In connection with the Public Offering, Citigroup Global Markets Inc., the Partnership and the General Partner were parties to a Second Amended and Restated Selling Agreement dated as of October 2, 2004 (the “Selling Agreement”), whic
AMENDED AND RESTATED AGENCY AGREEMENT TACTICAL DIVERSIFIED FUTURES FUND L.P. (A NEW YORK LIMITED PARTNERSHIP) UNITS OF LIMITED PARTNERSHIP INTEREST July 29, 2010Agency Agreement • August 3rd, 2010 • Tactical Diversified Futures Fund L.P. • Real estate investment trusts • New York
ESCROW AGREEMENTEscrow Agreement • September 11th, 2017 • Tactical Diversified Futures Fund L.P. • Real estate investment trusts • New York
This ESCROW AGREEMENT (the “Agreement”) is made and entered into this 17th day of August, 2017, by and among each of the entities individually and not jointly, as listed on Schedule A (each, a “Fund” and collectively, the “Funds”), Ceres Managed Futures LLC, a Delaware limited liability company (“CMF” or the “General Partner”), UMB Fund Services, Inc., as recordkeeper (“UMBFS”) and UMB Bank, N.A., a national banking association organized and existing under the laws of the United States of America, as escrow agent (the “Escrow Agent”).
ALTERNATIVE INVESTMENT SELLING AGENT AGREEMENTSelling Agent Agreement • January 25th, 2018 • Ceres Tactical Systematic L.P. • Real estate investment trusts • New York
This Alternative Investment Selling Agent Agreement (“Agreement”) is dated as of January 19, 2018 by and among each of the limited partnerships listed on Schedule 1 hereto (each, a “Partnership,” and together, the “Partnerships”), Ceres Managed Futures LLC, a Delaware limited liability company (the “General Partner”), and Harbor Investment Advisory LLC, a Maryland Limited Liability Company (“Harbor” or “Selling Agent”). Partnerships may be added to this Agreement upon the agreement of the General Partner and Selling Agent, pursuant to the form of joinder attached as Appendix B to this Agreement. The listing of such partnership on Schedule 1 hereto shall be evidence of such agreement. This Agreement supersedes all prior agreements between each Partnership, Selling Agent and the General Partner.
Amendment No. 3 to the Limited Partnership Agreement of Tactical Diversified Futures Fund L.P. (formerly Citigroup Diversified Futures Fund L.P.) dated as of December 3, 2002 and as amended by Amendment No. 1 dated as of May 31, 2009 and as amended by...Limited Partnership Agreement • January 5th, 2016 • Tactical Diversified Futures Fund L.P. • Real estate investment trusts
WHEREAS, consistent with the General Partner’s authority to amend the Agreement without the consent of the Limited Partners under Paragraph 17(a), the Agreement shall be amended as follows:
MANAGEMENT AGREEMENTManagement Agreement • January 5th, 2018 • Ceres Tactical Systematic L.P. • Real estate investment trusts • New York
AMENDED AND RESTATED CUSTOMER AGREEMENT CITIGROUP DIVERSIFIED FUTURES FUND L.P.Customer Agreement • March 18th, 2003 • Citigroup Diversified Futures Fund Lp • Real estate investment trusts
This Agreement made and entered into as of the 12th day of February, 2003, and amended and restated as of the 17th day of March, 2003, by and between CITIGROUP DIVERSIFIED FUTURES FUND L.P., a New York limited partnership (the “Partnership”), and SALOMON SMITH BARNEY INC., a New York corporation (“SSB”).
SECOND AMENDED AND RESTATED SELLING AGREEMENT CITIGROUP DIVERSIFIED FUTURES FUND L.P. 2,000,000 Units of Limited Partnership InterestSelling Agreement • October 4th, 2004 • Citigroup Diversified Futures Fund Lp • Real estate investment trusts • New York
AGREEMENT made as of the 4th day of October, 2004, by and among CITIGROUP DIVERSIFIED FUTURES FUND L.P., a New York limited partnership (the “Partnership”), CITIGROUP MANAGED FUTURES LLC, a Delaware limited liability company (“CMF”) and CITIGROUP GLOBAL MARKETS INC., a New York corporation (“CGM”).
MANAGEMENT AGREEMENTManagement Agreement • February 6th, 2019 • Ceres Tactical Systematic L.P. • Real estate investment trusts • New York
AGREEMENT (this “Agreement”) made as of the 1st day of February, 2019, by and among CERES MANAGED FUTURES LLC, a Delaware limited liability company (“CMF”), CERES TACTICAL SYSTEMATIC L.P., a New York limited partnership (the “Partnership”) and ADG CAPITAL MANAGEMENT LLP, a limited liability partnership registered in England and Wales (“ADG Capital” or the “Advisor”).
ALTERNATIVE INVESTMENT SELLING AGENT AGREEMENTSelling Agent Agreement • November 8th, 2018 • Ceres Tactical Systematic L.P. • Real estate investment trusts • New York
This Alternative Investment Selling Agent Agreement (“Agreement”) is dated as of November 1, 2018, by and among each of the limited partnerships listed on Schedule 1 hereto (each, a “Partnership,” and together, the “Partnerships”), Ceres Managed Futures LLC, a Delaware limited liability company (the “General Partner”), Morgan Stanley Distribution Inc., a corporation incorporated under the laws of the Commonwealth of Pennsylvania (“MSDI” or “Selling Agent”), Harbor Investment Advisory, LLC, a Maryland limited liability company (“Harbor” or “Sub-Selling Agent”). Partnerships may be added to this Agreement upon the agreement of the General Partner, Selling Agent and Sub-Selling Agent, pursuant to the form of joinder attached as Appendix B to this Agreement. The listing of such partnership on Schedule 1 hereto shall be evidence of such agreement. This Agreement supersedes and replaces the Alternative Investment Selling Agent Agreement, dated January 19, 2018, between each Partnership, Gene
Amendment No. 2 to the Limited Partnership Agreement of Tactical Diversified Futures Fund L.P. (formerly Citigroup Diversified Futures Fund L.P.) dated as of December 3, 2002 and as amended by Amendment No. 1 dated as of May 31, 2009 (the “Agreement”)Limited Partnership Agreement • August 13th, 2014 • Tactical Diversified Futures Fund L.P. • Real estate investment trusts
WHEREAS, consistent with the General Partner’s authority to amend the Agreement without the consent of the Limited Partners under Paragraph 17(a), the Agreement shall be amended as follows:
AMENDED AND RESTATED MANAGEMENT AGREEMENTManagement Agreement • March 31st, 2011 • Tactical Diversified Futures Fund L.P. • Real estate investment trusts • New York
This AMENDED AND RESTATED MANAGEMENT AGREEMENT (this “Agreement”), made as of the ___ day of October, 2010, is by and among CERES MANAGED FUTURES LLC (formerly, Citigroup Managed Futures LLC), a Delaware limited liability company (“CMF” or the “General Partner”), CMF CAPITAL FUND MANAGEMENT MASTER FUND L.P., a New York limited partnership (the “Partnership”) and CAPITAL FUND MANAGEMENT SA, a French corporation (the “Advisor,” together with the General Partner and the Partnership, the “Parties”). This Agreement amends and restates the Management Agreement dated as of July 26, 2005 (the “Existing Agreement”) by and among the Parties.
ContractForeign Exchange and Bullion Investment Manager Agreement • August 10th, 2017 • Tactical Diversified Futures Fund L.P. • Real estate investment trusts • New York
FOREIGN EXCHANGE AND BULLION INVESTMENT MANAGER AGREEMENT (the “Agreement”), dated as of July 12, 2017 between JPMorgan Chase Bank, National Association (“JPMC”), and Graham Capital Management L.P. (the “Investment Manager”).
MANAGEMENT AGREEMENTManagement Agreement • May 3rd, 2011 • Tactical Diversified Futures Fund L.P. • Real estate investment trusts • New York
AGREEMENT made as of the 29th day of April, 2011, among CERES MANAGED FUTURES LLC, a Delaware limited liability company (“CMF”), TACTICAL DIVERSIFIED FUTURES FUND L.P., a New York limited partnership (the “Partnership”) and KROM RIVER INVESTMENT MANAGEMENT (CAYMAN) LIMITED, an exempted company incorporated in the Cayman Islands with limited liability (“Krom Cayman”) and KROM RIVER TRADING AG, a company incorporated in Switzerland (“Krom Switzerland” and, together with Krom Cayman and each separately, “Krom River” or the “Advisor”).
NOVATION, ASSIGNMENT AND ASSUMPTION AGREEMENTNovation, Assignment and Assumption Agreement • October 4th, 2018 • Ceres Tactical Systematic L.P. • Real estate investment trusts • New York
ContractIsda Master Agreement • October 16th, 2018 • Ceres Tactical Systematic L.P. • Real estate investment trusts
AMENDMENT, dated as of October 10, 2018, to the ISDA Master Agreement, dated as of July 12, 2017 (as amended, supplemented or otherwise modified from time to time, the “Agreement”), between JPMORGAN CHASE BANK, N.A. (“Party A”) and CAMBRIDGE MASTER FUND L.P. (“Party B”).
ContractEscrow Agreement • February 14th, 2003 • Citigroup Diversified Futures Fund Lp • Real estate investment trusts • New York
ESCROW AGREEMENT dated as of December 13, 2002 by and among Citigroup Diversified Futures Fund L.P. (the “Partnership”), Smith Barney Futures Management LLC (the “General Partner”), Salomon Smith Barney Inc. (“SSB”) and JPMorgan Chase Bank, a New York State chartered bank (the “Escrow Agent”).
MANAGEMENT AGREEMENTManagement Agreement • April 14th, 2006 • Citigroup Diversified Futures Fund Lp • Real estate investment trusts • New York
AGREEMENT made as of the 3rd day of April, 2006, among CITIGROUP MANAGED FUTURES LLC, a Delaware limited liability company (“CMF” or the “General Partner”), CITIGROUP DIVERSIFIED FUTURES FUND L.P., a New York limited partnership (the “Partnership”) and AAA CAPITAL MANAGEMENT ADVISORS, LTD., a Texas limited partnership (the “Advisor”).
