ADVISORY AGREEMENTAdvisory Agreement • March 28th, 2014 • Polaris Futures Fund L.P. • Commodity contracts brokers & dealers • New York
ALTERNATIVE INVESTMENT PLACEMENT AGENT AGREEMENTAlternative Investment • August 13th, 2014 • Polaris Futures Fund L.P. • Commodity contracts brokers & dealers • New York
This Alternative Investment Placement Agent Agreement (“Agreement”) is dated as of October 1, 2014, by and among each of the Delaware 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, including, but not limited to, those listed on Schedule 2 hereto.
FIFTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENTLimited Partnership Agreement • January 7th, 2016 • Polaris Futures Fund L.P. • Commodity contracts brokers & dealers • New York
This Fifth Amended and Restated Agreement of Limited Partnership, dated as of January 1, 2016, by and between Ceres Managed Futures LLC, a Delaware limited liability company (the “General Partner”), and the other parties who shall execute this Agreement, whether in counterpart, by separate instrument, or otherwise, as limited partners (collectively, “Limited Partners”; the General Partner and Limited Partners may be collectively referred to herein as “Partners”). This Agreement replaces the agreement executed on May 1, 2011, in its entirety.
SUBSCRIPTION ESCROW AGREEMENT between DEMETER MANAGEMENT CORPORATION and THE BANK OF NEW YORK Dated as of July 25, 2007Escrow Agreement • May 30th, 2008 • Morgan Stanley Managed Futures HV, 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.
MORGAN STANLEY & CO. LLC LISTED DERIVATIVESSecurities Purchase Authorization Agreement • November 4th, 2015 • Polaris Futures 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.
THIRD AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENTLimited Partnership Agreement • March 30th, 2012 • Polaris Futures Fund L.P. • Commodity contracts brokers & dealers • New York
This Third Amended and Restated Agreement of Limited Partnership, dated as of December 1, 2010, by and between Ceres Managed Futures LLC, a Delaware limited liability company (the “General Partner”), and the other parties who shall execute this Agreement, whether in counterpart, by separate instrument, or otherwise, as limited partners (collectively “Limited Partners”; the General Partner and Limited Partners may be collectively referred to herein as “Partners”). This Agreement replaces the agreement executed on June 1, 2009, in its entirety.
ADVISORY AGREEMENTConfidential Treatment • August 15th, 2011 • Managed Futures Profile HV, L.P. • Commodity contracts brokers & dealers • New York
THIS AGREEMENT (the “Agreement”), made as of May 4, 2011, among Morgan Stanley Smith Barney AHL I, LLC, a Delaware limited liability company (the “Trading Company”), Ceres Managed Futures LLC, a Delaware limited liability company (the “Trading Manager”), and Man-AHL (USA) Ltd., a United Kingdom company (the “Trading Advisor”).
FOREIGN EXCHANGE AND OPTIONS MASTER AGREEMENT (FEOMA)Master Agreement • August 8th, 2008 • Morgan Stanley Managed Futures HV, L.P. • Commodity contracts brokers & dealers • New York
MASTER AGREEMENT dated as of November 28, 2007, by and between Morgan Stanley & Co. Incorporated, a Delaware corporation and the entities listed in Exhibit I to the Schedule of this Agreement (as amended or supplemented from time to time), severally and not jointly, (each, a commodity pool limited partnership formed under the laws of the State of Delaware) and Demeter Management Corporation, not individually by solely as General Partner and/or Trading Manager for each entity listed in Exhibit I.
AMENDMENT NO. 2 TO THE ADVISORY AGREEMENTThe Advisory Agreement • March 30th, 2015 • Polaris Futures Fund L.P. • Commodity contracts brokers & dealers • New York
This AMENDMENT NO. 2 (the “Amendment) dated effective as of January 1, 2015 to the ADVISORY AGREEMENT made as of the 1st day of April, 2008, among CERES MANAGED FUTURES LLC (formerly Demeter Management Corporation), a Delaware limited liability company (the “Trading Manager”), MORGAN STANLEY SMITH BARNEY BORONIA I, LLC (formerly Morgan Stanley Managed Futures GMF I, LLC), a Delaware limited liability company (the “Trading Company”) and BORONIA CAPITAL PTY LTD. (formerly Grinham Managed Funds Pty. Ltd.), a New South Wales, Australia proprietary limited company (the “Trading Advisor”), as amended by that certain Amendment No. 1 to the Advisory Agreement dated as of January 1, 2013 (the “First Amendment”) among the Trading Manager, the Trading Company and the Trading Advisor (as so amended, the “Advisory Agreement”).
AMENDMENT NO. 2 TO THE ADVISORY AGREEMENTAdvisory Agreement • May 14th, 2013 • Polaris Futures Fund L.P. • Commodity contracts brokers & dealers
This AMENDMENT NO. 2 dated as of the 1st day of January 2013 to the ADVISORY AGREEMENT made as of the 30th day of April, 2007, among CERES MANAGED FUTURES LLC (formerly Demeter Management Corporation), a Delaware limited liability company (the “Trading Manager”), MORGAN STANLEY SMITH BARNEY KAISER I, LLC (formerly Morgan Stanley Managed Futures Kaiser I, LLC), a Delaware limited liability company (the “Trading Company”) and KAISER TRADING GROUP PTY. LTD., a private company organized under the laws of Australia (the “Trading Advisor”), as previously amended by an Amendment to the Advisory Agreement dated as of March 1, 2012 (together the “Agreement”).
SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT This Second Amended and Restated Agreement of Limited Partnership, dated as of June 1, 2009, by and between Demeter Management LLC, a Delaware limited liability company (the "General Partner"),...Limited Partnership Agreement • June 4th, 2009 • Morgan Stanley Managed Futures HV, L.P. • Commodity contracts brokers & dealers
AMENDMENT NO. 1 TO THE ADVISORY AGREEMENTThe Advisory Agreement • March 27th, 2013 • Polaris Futures Fund L.P. • Commodity contracts brokers & dealers
This AMENDMENT NO. 1 dated as of the 1st day of January 2013 to the ADVISORY AGREEMENT made as of the 1st day of April, 2008, among CERES MANAGED FUTURES LLC (formerly Demeter Management Corporation), a Delaware limited liability company (the “Trading Manager”), MORGAN STANLEY SMITH BARNEY BORONIA I, LLC (formerly Morgan Stanley Managed Futures GMF I, LLC), a Delaware limited liability company (the “Trading Company”) and BORONIA CAPITAL PTY LTD. (formerly Grinham Managed Funds Pty. Ltd.), a New South Wales, Australia proprietary limited company (the “Trading Advisor”).
AMENDMENT NO. 1 TO THE ADVISORY AGREEMENTThe Advisory Agreement • May 14th, 2014 • Polaris Futures Fund L.P. • Commodity contracts brokers & dealers
This AMENDMENT NO. 1 dated as of the 1st day of January 2013 to the ADVISORY AGREEMENT made as of the 1st day of April, 2008, among CERES MANAGED FUTURES LLC (formerly Demeter Management Corporation), a Delaware limited liability company (the “Trading Manager”), MORGAN STANLEY SMITH BARNEY BORONIA I, LLC (formerly Morgan Stanley Managed Futures GMF I, LLC), a Delaware limited liability company (the “Trading Company”) and BORONIA CAPITAL PTY LTD. (formerly Grinham Managed Funds Pty. Ltd.), a New South Wales, Australia proprietary limited company (the “Trading Advisor”).
Morgan Stanley Managed Futures Multi-Strategy Profile Series Subscription and Exchange Agreement and Power of Attorney (for PPM Dated March 1, 2008)Morgan Stanley Managed Futures HV, L.P. • May 30th, 2008 • Commodity contracts brokers & dealers
March 26, 2008 Rider to the Customer Agreement (the “Agreement”) Between Demeter Management Corporation on behalf of each Customer listed on Schedule A And Morgan Stanley & Co. International PLC Dated July 24, 2007Customer Agreement • August 8th, 2008 • Morgan Stanley Managed Futures HV, L.P. • Commodity contracts brokers & dealers
Schedule A to the Agreement is hereby amended by replacing the Schedule A thereto with the attached Schedule A dated March 26, 2008.
MORGAN STANLEY MANAGED FUTURES HV, L.P. LIMITED PARTNERSHIP AGREEMENT Dated as of February 22, 2007Morgan Stanley • August 8th, 2008 • Morgan Stanley Managed Futures HV, L.P. • Commodity contracts brokers & dealers • New York
This Agreement of Limited Partnership, dated as of February 22, 2007, by and between Demeter Management Corporation, a Delaware corporation (the “General Partner”), and the other parties who shall execute this Agreement, whether in counterpart, by separate instrument, or otherwise, as limited partners (collectively “Limited Partners”; the General Partner and Limited Partners may be collectively referred to herein as “Partners”).
AMENDMENT TO THE ADVISORY AGREEMENTThe Advisory Agreement • May 14th, 2013 • Polaris Futures Fund L.P. • Commodity contracts brokers & dealers
This AMENDMENT dated as of March 1, 2012 to the ADVISORY AGREEMENT made as of the 30th day of April, 2007, among CERES MANAGED FUTURES LLC (formerly Demeter Management Corporation), a Delaware limited liability company (the “Trading Manager”), MORGAN STANLEY SMITH BARNEY KAISER I, LLC (formerly Morgan Stanley Managed Futures Kaiser I, LLC), a Delaware limited liability company (the “Trading Company”) and KAISER TRADING GROUP PTY. LTD., a private company organized under the laws of Australia (the “Trading Advisor”).
March 26, 2008 Rider to the Customer Documents (Market Counterparty/Non-Private Customer) (Exchange-traded Derivatives Only) (the “Agreement”) Between Demeter Management Corporation on behalf of each Customer listed on Schedule A And Morgan Stanley &...Morgan Stanley Managed Futures HV, L.P. • August 8th, 2008 • Commodity contracts brokers & dealers
Schedule A to the Agreement is hereby amended by replacing the Schedule A thereto with the attached Schedule A dated March 26, 2008.
AMENDMENT NO. 2 TO THE ADVISORY AGREEMENTAdvisory Agreement • March 28th, 2014 • Polaris Futures Fund L.P. • Commodity contracts brokers & dealers
This AMENDMENT NO. 2 dated as of the 1st day of January 2013 to the ADVISORY AGREEMENT made as of the 30th day of April, 2007, among CERES MANAGED FUTURES LLC (formerly Demeter Management Corporation), a Delaware limited liability company (the “Trading Manager”), MORGAN STANLEY SMITH BARNEY KAISER I, LLC (formerly Morgan Stanley Managed Futures Kaiser I, LLC), a Delaware limited liability company (the “Trading Company”) and KAISER TRADING GROUP PTY. LTD., a private company organized under the laws of Australia (the “Trading Advisor”), as previously amended by an Amendment to the Advisory Agreement dated as of March 1, 2012 (together the “Agreement”).
AMENDMENT TO THE ADVISORY AGREEMENTThe Advisory Agreement • March 28th, 2014 • Polaris Futures Fund L.P. • Commodity contracts brokers & dealers
This AMENDMENT dated as of March 1, 2012 to the ADVISORY AGREEMENT made as of the 30th day of April, 2007, among CERES MANAGED FUTURES LLC (formerly Demeter Management Corporation), a Delaware limited liability company (the “Trading Manager”), MORGAN STANLEY SMITH BARNEY KAISER I, LLC (formerly Morgan Stanley Managed Futures Kaiser I, LLC), a Delaware limited liability company (the “Trading Company”) and KAISER TRADING GROUP PTY. LTD., a private company organized under the laws of Australia (the “Trading Advisor”).
