AMENDED AND RESTATED MANAGEMENT AGREEMENTManagement Agreement • November 7th, 2012 • Commodity Advisors Fund L.P. • Commodity contracts brokers & dealers • New York
This AMENDED AND RESTATED MANAGEMENT AGREEMENT made as of the 1st day of October, 2012, is by and among CERES MANAGED FUTURES LLC, a Delaware limited liability company (“CMF”), COMMODITY ADVISORS FUND L.P., a Delaware limited partnership (the “Partnership”) and J E MOODY & COMPANY LLC, a Delaware limited liability company (the “Advisor,” together with CMF and the Partnership, the “Parties”). This Agreement amends and restates the Management Agreement dated as of April 21, 2011 (the “Existing Agreement”) by and among the Parties.
ALTERNATIVE INVESTMENT SELLING AGENT AGREEMENTSelling Agent Agreement • March 28th, 2014 • Commodity Advisors Fund 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.
MANAGEMENT AGREEMENTManagement Agreement • June 29th, 2012 • Commodity Advisors Fund L.P. • New York
AGREEMENT made as of the 26th day of April, 2011, among CERES MANAGED FUTURES LLC, a Delaware limited liability company (“CMF”), COMMODITY ADVISORS FUND L.P., a Delaware 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, 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 ACCOUNTEscrow Agreement • November 7th, 2012 • Commodity Advisors Fund L.P. • Commodity contracts brokers & dealers • New York
AMENDED AND RESTATED ALTERNATIVE INVESTMENT SELLING AGENT AGREEMENTSelling Agent Agreement • March 8th, 2016 • Commodity Advisors Fund 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.
Amended & Restated Master Services AgreementMaster Services Agreement • August 6th, 2015 • Commodity Advisors Fund 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:
MORGAN STANLEY & CO. LLC LISTED DERIVATIVESSecurities Purchase Authorization Agreement • November 4th, 2015 • Commodity Advisors Fund 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.
COMMODITY ADVISORS FUND L.P. SUBSCRIPTION/EXCHANGE AGREEMENTExchange Agreement • June 29th, 2012 • Commodity Advisors Fund L.P. • New York
APPENDIX A Third Amended and Restated Limited Partnership Agreement of Commodity Advisors Fund L.P.Limited Partnership Agreement • November 7th, 2012 • Commodity Advisors Fund L.P. • Commodity contracts brokers & dealers • Delaware
This Third Amended and Restated Limited Partnership Agreement (this “Agreement”), dated and effective as of September 30, 2012, is by and among Ceres Managed Futures LLC (formerly, Citigroup Managed Futures LLC) (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 Second Amended and Restated Limited Partnership Agreement dated as of May 1, 2011 (the “Second Amended and Restated Limited Partnership Agreement”) by and among the General Partner and the other limited partners party thereto.
Amendment No. 1 to the Third Amended and Restated Limited Partnership Agreement of Commodity Advisors Fund L.P. dated as of September 30, 2012 (the “Agreement”)Commodity Advisors Fund L.P. • January 5th, 2016 • 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:
AMENDMENT NO. 2 TO THE MANAGEMENT AGREEMENTManagement Agreement • March 6th, 2014 • Commodity Advisors Fund L.P. • Commodity contracts brokers & dealers
This AMENDMENT NO. 2 dated as of the 1st day of March, 2014 to the MANAGEMENT AGREEMENT made as of the 20th day of April, 2011 as amended by the Amendment No. 1 thereto as of the 28th day of July, 2011, (the “Management Agreement”), among CERES MANAGED FUTURES LLC, a Delaware limited liability company (“CMF”), COMMODITY ADVISORS FUND L.P., a Delaware 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.
AMENDMENT NO. 5 TO ESCROW AGREEMENTEscrow Agreement • November 7th, 2012 • Commodity Advisors Fund 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.
ALTERNATIVE INVESTMENT PLACEMENT AGENT AGREEMENTInvestment Placement Agent Agreement • June 29th, 2012 • Commodity Advisors Fund L.P. • New York
This Alternative Investment Placement Agent Agreement (“Agreement”) is effective as of May 1, 2011, by and among Commodity Advisors Fund L.P. (formerly Energy Advisors Portfolio L.P. and before that Citigroup Energy Advisors Portfolio L.P.), a Delaware Limited Partnership, (the “Partnership”), Ceres Managed Futures LLC, a Delaware limited liability company, (the “General Partner”), and Morgan Stanley Smith Barney LLC, a Delaware limited liability company (“MSSB”). This Agreement supersedes all prior agreements between the Partnership, MSSB and the General Partner.
SECOND AMENDED AND RESTATED MANAGEMENT AGREEMENTManagement Agreement • March 30th, 2015 • Commodity Advisors Fund L.P. • Commodity contracts brokers & dealers • New York
This SECOND AMENDED AND RESTATED MANAGEMENT AGREEMENT made as of the 1st day of August, 2013, is by and among CERES MANAGED FUTURES LLC, a Delaware limited liability company (“CMF”), COMMODITY ADVISORS FUND L.P., a Delaware limited partnership (the “Partnership”) and J E MOODY & COMPANY LLC, a Delaware limited liability company (the “Advisor” or “JE Moody” together with CMF and the Partnership, the “Parties”). This Agreement amends and restates the Amended and Restated Management Agreement dated as of October 1, 2012 (the “Existing Agreement”) by and among the Parties.
JOINDER AGREEMENTJoinder Agreement • June 29th, 2012 • Commodity Advisors Fund L.P. • 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.
AMENDMENT TO THE MANAGEMENT AGREEMENTManagement Agreement • October 7th, 2013 • Commodity Advisors Fund L.P. • Commodity contracts brokers & dealers
This AMENDMENT dated as of the 1st day of October, 2013 to the MANAGEMENT AGREEMENT made as of the 26th day of April, 2011 (the “Management Agreement”), among CERES MANAGED FUTURES LLC, a Delaware limited liability company (“CMF”), COMMODITY ADVISORS FUND L.P., a Delaware 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”) (all parties together, the “Parties”). Capitalized terms not defined herein have the meaning ascribed to such terms in the Management Agreement.
AMENDMENT TO THE MANAGEMENT AGREEMENTManagement Agreement • June 29th, 2012 • Commodity Advisors Fund L.P.
This AMENDMENT dated as of the 28th day of July 2011 to the MANAGEMENT AGREEMENT made as of the 20th day of April 2011 among CERES MANAGED FUTURES LLC, a Delaware limited liability company (“CMF”), COMMODITY ADVISORS FUND L.P., a Delaware limited partnership (the “Partnership”) and AVENTIS ASSET MANAGEMENT, LLC (formerly MISFIT FINANCIAL GROUP, LLC), a California limited liability company (the “Advisor”).
Institutional Futures Account Agreement and Forms Citigroup Global Markets Inc.Futures Account Agreement • June 29th, 2012 • Commodity Advisors Fund L.P. • New York
AMENDMENT TO THE SECOND AMENDED AND RESTATED MANAGEMENT AGREEMENTManagement Agreement • January 5th, 2016 • Commodity Advisors Fund L.P. • Commodity contracts brokers & dealers • New York
This AMENDMENT dated effective as of January 1, 2016 to the SECOND AMENDED AND RESTATED MANAGEMENT AGREEMENT made as of the 1st day of August 2013 (the “Management Agreement”), among CERES MANAGED FUTURES LLC, a Delaware limited liability company (“CMF”), COMMODITY ADVISORS FUND L.P., a Delaware limited partnership (the “Partnership”) and JE MOODY & COMPANY LLC, a Delaware limited liability company (the “Advisor”, and together with CMF and the Partnership, the “Parties”).
ContractEscrow Agreement • June 29th, 2012 • Commodity Advisors Fund L.P. • New York
ESCROW AGREEMENT dated as of May 5, 2006 (this “Escrow Agreement”) by and among Citigroup Energy Advisors Portfolio L.P. (the “Partnership”), Citigroup Managed Futures LLC (the “General Partner”), Citigroup Global Markets Inc. (“CGM”) and JPMorgan Chase Bank, N.A., a national association (the “Escrow Agent”).
