Managed Futures Premier Aventis Ii L.P. Sample Contracts

MANAGEMENT AGREEMENT
Management Agreement • January 4th, 2018 • Ceres Tactical Commodity L.P. • Commodity contracts brokers & dealers • New York

This AGREEMENT made as of the 1st day of January, 2018 by and among CERES MANAGED FUTURES LLC, a Delaware limited liability company (“CMF”), CERES TACTICAL COMMODITY L.P., a New York limited partnership (the “Partnership”) and HARBOUR SQUARE CAPITAL MANAGEMENT LLC, a Delaware limited liability company (the “Advisor” or “Harbour Square”).

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Fifth Amended and Restated Limited Partnership Agreement of Managed Futures Premier Aventis II L.P.
Limited Partnership Agreement • November 17th, 2016 • Managed Futures Premier Aventis Ii L.P. • Commodity contracts brokers & dealers • New York

This Fifth Amended and Restated Limited Partnership Agreement (this “Agreement”), effective as of October 31, 2016, is by and among Ceres Managed Futures LLC (formerly Citigroup Managed Futures LLC) (“CMF” or the “General Partner”) and those other parties who shall execute this Agreement, whether in counterpart or by attorney-in-fact, as limited partners. (Such other parties who are limited partners are hereinafter collectively referred to as the “Limited Partners.” The General Partner and the Limited Partners may be collectively referred to herein as “Partners.”) This Agreement amends and restates the Fourth Amended and Restated Limited Partnership Agreement dated as of February 1, 2013.

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ALTERNATIVE INVESTMENT SELLING AGENT AGREEMENT
Selling Agent Agreement • November 14th, 2013 • Managed Futures Premier Aventis Ii L.P. • Commodity contracts brokers & dealers • 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.

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MANAGEMENT AGREEMENT
Management Agreement • December 6th, 2018 • Ceres Tactical Commodity L.P. • Commodity contracts brokers & dealers • New York

This AGREEMENT made as of the 1st day of December, 2018 by and among CERES MANAGED FUTURES LLC, a Delaware limited liability company (“CMF”), CERES TACTICAL COMMODITY L.P., a New York limited partnership (the “Partnership”) and AQUANTUM GmbH, a German limited liability company (“Aquantum” or the “Advisor”).

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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 ACCOUNT
Subscription Escrow Agreement • March 27th, 2013 • Managed Futures Premier Aventis Ii L.P. • Commodity contracts brokers & dealers • 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.

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AMENDED AND RESTATED ALTERNATIVE INVESTMENT SELLING AGENT AGREEMENT
Alternative Investment Selling Agent Agreement • March 8th, 2016 • Managed Futures Premier Aventis Ii L.P. • Commodity contracts brokers & dealers • 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.

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Amended & Restated Master Services Agreement
Master Services Agreement • August 6th, 2015 • Managed Futures Premier Aventis Ii L.P. • Commodity contracts brokers & dealers • 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:

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MORGAN STANLEY & CO. LLC LISTED DERIVATIVES
u.s. Treasury Securities Purchase Authorization Agreement • November 4th, 2015 • Managed Futures Premier Aventis Ii L.P. • Commodity contracts brokers & dealers

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.

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BRISTOL ENERGY FUND L.P. SUBSCRIPTION/EXCHANGE AGREEMENT To accompany the Private Placement Offering Memorandum and Disclosure Document dated July 30, 2012. NOT FOR USE AFTER APRIL 30, 2013.
Subscription/Exchange Agreement • November 14th, 2012 • Bristol Energy Fund Lp • Commodity contracts brokers & dealers • New York
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BRISTOL ENERGY FUND L.P. (a New York limited partnership) Subscription Agreement
Subscription Agreement • November 16th, 2009 • Bristol Energy Fund Lp • Commodity contracts brokers & dealers
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ADVISORY AGREEMENT
Advisory Agreement • April 30th, 2007 • Smith Barney Bristol Energy Fund Lp • New York

AGREEMENT made as of the 3rd day of April, 2006 among CITIGROUP MANAGED FUTURES LLC, a Delaware limited liability company (“CMF”), Smith Barney Bristol Energy Fund L.P., a New York limited partnership (the “Partnership”) and SandRidge Capital, LP, a Texas limited partnership (“SandRidge” or the “Advisor”).

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AMENDMENT TO THE AMENDED AND RESTATED ALTERNATIVE INVESTMENT SELLING AGENT AGREEMENT
Alternative Investment Selling Agent Agreement • July 8th, 2020 • Ceres Tactical Commodity 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.

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Amendment No. 1 to the Fourth Amended and Restated Limited Partnership Agreement of Managed Futures Premier Aventis II L.P. dated as of February 1, 2013 (the “Agreement”)
Limited Partnership Agreement • January 6th, 2016 • Managed Futures Premier Aventis Ii L.P. • Commodity contracts brokers & dealers

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:

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JOINDER AGREEMENT
Joinder Agreement • August 14th, 2009 • Smith Barney Bristol Energy Fund Lp • Commodity contracts brokers & dealers • New York

This Joinder Agreement dated as of June 1, 2009 (this “Joinder Agreement”), by and among Citigroup Managed Futures LLC (“CMF”), as the general partner or trading manager of, and on behalf of, the investment funds identified on the schedule attached as Exhibit A to this agreement (each, a “Fund” and collectively, the “Funds”), Citigroup Global Markets Inc. (on behalf of itself and its Smith Barney division) (“CGMI”) and Morgan Stanley Smith Barney LLC (the “Joining Party”) amends the Agency and/or Selling Agreements, as applicable, listed on Exhibit A, including any annexes thereto to which CGMI is a party (each, an “Agency Agreement” and collectively, the “Agency Agreements”), by and among CMF, the Funds, CGMI and the other parties thereto.

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SECOND AMENDED AND RESTATED AGENCY AGREEMENT BRISTOL ENERGY FUND L.P. (A NEW YORK LIMITED PARTNERSHIP) UNITS OF LIMITED PARTNERSHIP INTEREST July 29, 2010
Agency Agreement • August 3rd, 2010 • Bristol Energy Fund Lp • Commodity contracts brokers & dealers • New York
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MANAGEMENT AGREEMENT
Management Agreement • December 6th, 2018 • Ceres Tactical Commodity L.P. • Commodity contracts brokers & dealers • New York

This AGREEMENT made as of the 1ST day of January, 2019 by and among CERES MANAGED FUTURES LLC, a Delaware limited liability company (“CMF”), CERES TACTICAL COMMODITY L.P., a New York limited partnership (the “Partnership”) and PAN CAPITAL MANAGEMENT, LP, a Texas limited partnership (“Pan” or the “Advisor”).

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AMENDED AND RESTATED AGENCY AGREEMENT SMITH BARNEY BRISTOL ENERGY FUND L.P. (A NEW YORK LIMITED PARTNERSHIP) UNITS OF LIMITED PARTNERSHIP INTEREST April 26, 2007
Agency Agreement • April 30th, 2007 • Smith Barney Bristol Energy Fund Lp • New York
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MANAGEMENT AGREEMENT
Management Agreement • April 5th, 2019 • Ceres Tactical Commodity L.P. • Commodity contracts brokers & dealers • New York

This AGREEMENT made as of the 1st day of April 2019 by and among CERES MANAGED FUTURES LLC, a Delaware limited liability company (“CMF”), CERES TACTICAL COMMODITY L.P., a New York limited partnership (the “Partnership”) and NORTHLANDER COMMODITY ADVISORS LLP, a limited liability partnership registered in England and Wales (“Northlander” or the “Advisor”).

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Citigroup Managed Futures Account Agreement and Forms
Futures Account Agreement • April 30th, 2007 • Smith Barney Bristol Energy Fund Lp • New York

This Futures Account Agreement (“Agreement”) between Citigroup Global Markets Inc. (“CGM”) and the customer named below (“Customer”), shall govern Customer’s futures account (the “Account”) with CGM relating to the purchase and sale of futures contracts (“Futures Contracts”), options on futures contracts and commodities (“Options Contracts”), and, if applicable, over the counter purchases and sales of coins, bullion, and metals, energy, and foreign currencies (all collectively, including Futures Contracts and Options Contracts, “Contracts”).

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June 30, 2006 SandRidge Capital, Inc.
Management Agreement • April 30th, 2007 • Smith Barney Bristol Energy Fund Lp
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Re: Management Agreement Renewal
Management Agreement • March 31st, 2010 • Bristol Energy Fund Lp • Commodity contracts brokers & dealers

We are writing with respect to your management agreement concerning the commodity pool to which reference is made below (the “Management Agreement”). We are extending the term of the Management Agreement through June 30, 2010 and all other provisions of the Management Agreement will remain unchanged.

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August 8, 2014 Morgan Stanley Smith Barney LLC
Alternative Investment Selling Agent Agreement • August 13th, 2014 • Managed Futures Premier Aventis Ii L.P. • Commodity contracts brokers & dealers
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ADDENDUM TO INSTITUTIONAL FUTURES ACCOUNT AGREEMENT FOR CITIGROUP FUTURES FUNDS
Institutional Futures Account Agreement • April 30th, 2007 • Smith Barney Bristol Energy Fund Lp • New York

This Addendum (the “Addendum”) amends and supplements the Institutional Futures Account Agreement (the “Agreement”) entered into on the same date as this Addendum between the fund identified on the signature line below (the “Fund”), Citigroup Global Markers Inc. (CGM Inc.), and Citigroup Managed Futures LLC (“CMF”). Unless otherwise defined in this Addendum, all capitalized terms shall have the meanings defined in the Agreement.

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June 1, 2011 SandRidge Capital, L.P.
Management Agreement • March 30th, 2012 • Bristol Energy Fund Lp • Commodity contracts brokers & dealers
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SMITH BARNEY BRISTOL ENERGY FUND L.P. (a New York limited partnership) Subscription Agreement
Subscription Agreement • April 30th, 2007 • Smith Barney Bristol Energy Fund Lp
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AMENDMENT NO. 1 TO THE MANAGEMENT AGREEMENT
Management Agreement • March 6th, 2014 • Managed Futures Premier Aventis Ii L.P. • Commodity contracts brokers & dealers

This AMENDMENT NO. 1 dated as of the 1st day of March, 2014 to the MANAGEMENT AGREEMENT made as of the 1st day of February, 2013 (the “Management Agreement”), among CERES MANAGED FUTURES LLC, a Delaware limited liability company (“CMF”), MANAGED FUTURES PREMIER AVENTIS II L.P., a New York limited partnership (the “Partnership”) and AVENTIS ASSET MANAGEMENT, LLC, a California limited liability company (the “Advisor”) (all parties together, the “Parties”). Capitalized terms not defined herein have the meaning ascribed to such terms in the Management Agreement.

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April 7, 2014 Morgan Stanley Smith Barney LLC
Alternative Investment Selling Agent Agreement • May 14th, 2014 • Managed Futures Premier Aventis Ii L.P. • Commodity contracts brokers & dealers
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June 1, 2012 SandRidge Capital, L.P.
Management Agreement • March 27th, 2013 • Managed Futures Premier Aventis Ii L.P. • Commodity contracts brokers & dealers
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June 1, 2010 SandRidge Capital, L.P. 1300 Post Oak Blvd., Suite 325 Houston, Texas 77056 Attention: Mr. Andrew M. Rowe Re: Management Agreement Renewals Dear Mr. Rowe:
Management Agreement • March 31st, 2011 • Bristol Energy Fund Lp • Commodity contracts brokers & dealers

We are writing with respect to your management agreements concerning the commodity pools to which reference is made below (the “Management Agreements”). We are extending the term of the Management Agreements through June 30, 2011 and all other provisions of the Management Agreements will remain unchanged.

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Amendment No. 1 to the Fifth Amended and Restated Limited Partnership Agreement of Ceres Tactical Commodity L.P. (formerly Managed Futures Premier Aventis II L.P.)
Limited Partnership Agreement • June 15th, 2018 • Ceres Tactical Commodity L.P. • Commodity contracts brokers & dealers

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:

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AMENDMENT NO. 5 TO ESCROW AGREEMENT
Escrow Agreement • March 27th, 2013 • Managed Futures Premier Aventis Ii L.P. • Commodity contracts brokers & dealers • 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.

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June 5, 2008 SandRidge Capital, L.P. 1300 Post Oak Blvd., Suite 325 Houston, Texas 77056 Attention: Mr. Andrew M. Rowe Re: Management Agreement Renewal Dear Mr. Rowe:
Management Agreement • April 17th, 2009 • Smith Barney Bristol Energy Fund Lp • Commodity contracts brokers & dealers

We are writing with respect to your management agreement concerning the commodity pool to which reference is made below (the “Management Agreement”). We are extending the term of the Management Agreement through June 30, 2009 and all other provisions of the Management Agreement will remain unchanged.

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June 1, 2013 Aventis Asset Management, LLC
Management Agreement • March 28th, 2014 • Managed Futures Premier Aventis Ii L.P. • Commodity contracts brokers & dealers
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