AMENDED AND RESTATED ADVISORY AGREEMENTAdvisory Agreement • March 28th, 2014 • Meritage Futures Fund L.P. • Commodity contracts brokers & dealers • New York
ALTERNATIVE INVESTMENT PLACEMENT AGENT AGREEMENTPlacement Agent Agreement • August 14th, 2014 • Meritage 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 • Meritage 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 June 1, 2011, in its entirety.
Institutional Account Agreement Account Number(s) ###-##### Account Title CMF TT II, LLCInstitutional Account Agreement • August 10th, 2017 • Meritage Futures Fund L.P. • Commodity contracts brokers & dealers • 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 TT II, LLC, a limited liability company organized under the laws of the State of Delaware (“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”).
ContractForeign Exchange and Bullion Authorization Agreement • August 10th, 2017 • Meritage Futures Fund L.P. • Commodity contracts brokers & dealers • New York
FOREIGN EXCHANGE AND BULLION AUTHORIZATION AGREEMENT (the “Agreement”), dated as of July 12, 2017, among JPMorgan Chase Bank, N.A. (“JPMC”) and CMF TT II, LLC (the “Fund”).
MORGAN STANLEY & CO. LLC LISTED DERIVATIVESu.s. Treasury Securities Purchase Authorization Agreement • November 4th, 2015 • Meritage 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.
AMENDMENT NO. 2 TO THE ADVISORY AGREEMENTAdvisory Agreement • March 30th, 2015 • Meritage 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 • March 27th, 2013 • Meritage 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 5th, 2009 • Morgan Stanley Managed Futures MV, L.P. • Commodity contracts brokers & dealers
AMENDMENT NO. 1 TO THE ADVISORY AGREEMENTAdvisory Agreement • March 27th, 2013 • Meritage 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 AGREEMENTAdvisory Agreement • May 14th, 2014 • Meritage 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)Subscription and Exchange Agreement • August 8th, 2008 • Morgan Stanley Managed Futures MV, L.P. • Commodity contracts brokers & dealers
AMENDMENT AGREEMENTAdvisory Agreement • March 28th, 2014 • Meritage Futures Fund L.P. • Commodity contracts brokers & dealers • New York
AMENDMENT TO THE ADVISORY AGREEMENTAdvisory Agreement • March 27th, 2013 • Meritage 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”).
AMENDMENT AGREEMENTAmendment Agreement • March 28th, 2014 • Meritage Futures Fund L.P. • Commodity contracts brokers & dealers
The amendment agreement (this “Amendment Agreement”) is made and entered into effective as of May 5, 2011, by and among Morgan Stanley Smith Barney TT II LLC, a Delaware limited liability company (the “Trading Company”), Ceres Managed Futures LLC, a Delaware limited liability company (the “Trading Manager”), and Transtrend B.V., a Dutch limited liability company (the “Trading Advisor”).
COMMODITY FUTURES CUSTOMER AGREEMENTCommodity Futures Customer Agreement • August 8th, 2008 • Morgan Stanley Managed Futures MV, L.P. • Commodity contracts brokers & dealers • New York
This Commodity Futures Customer Agreement (“Agreement”) between Morgan Stanley & Co. Incorporated (“Morgan Stanley”) and the customer named below (“Customer”) shall govern the purchase and sale by Morgan Stanley of commodity futures contracts, options thereon, and interests therein including, without limitation, exchange for physical transactions, exchange for swap transactions and block trades and to the extent not governed by any other agreement between the parties, commodities delivered as a result of the settlement thereof (collectively, “Contracts”) for the account and risk of Customer through one or more accounts, including reactivated accounts, carried by Morgan Stanley on behalf and in the name of Customer (collectively, the “Account”).
AMENDMENT TO THE ADVISORY AGREEMENTAdvisory Agreement • January 6th, 2012 • Meritage Futures Fund L.P. • Commodity contracts brokers & dealers
This AMENDMENT dated as of the 1st day of January 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 WNT I, LLC (formerly Morgan Stanley Managed Futures WCM I, LLC), a Delaware limited liability company (the “Trading Company”) and WINTON CAPITAL MANAGEMENT LIMITED, a United Kingdom company (the “Trading Advisor”).
AMENDMENT AGREEMENTAmendment Agreement • November 13th, 2014 • Meritage Futures Fund L.P. • Commodity contracts brokers & dealers • New York
CUSTOMER AGREEMENTCustomer Agreement • February 29th, 2008 • Morgan Stanley Managed Futures MV, L.P.
THIS CUSTOMER AGREEMENT (this “Agreement”) made as of the 24th day of July, 2007 , by and among Each Customer listed on Schedule A, severally and not jointly, each a Delaware limited liability company (the “Customer”) and MORGAN STANLEY & CO. INTERNATIONAL PLC (“MSIL”);
AMENDMENT NO. 1 TO THE ADVISORY AGREEMENTAdvisory Agreement • May 14th, 2013 • Meritage Futures Fund L.P. • Commodity contracts brokers & dealers
This AMENDMENT NO. 1 dated as of the 24th 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 CHESAPEAKE DIVERSIFIED I, LLC (formerly Morgan Stanley Managed Futures Chesapeake I, LLC), a Delaware limited liability company (the “Trading Company”) and CHESAPEAKE CAPITAL CORPORATION, an Illinois corporation (the “Trading Advisor”).
AMENDMENT TO THE ADVISORY AGREEMENTAdvisory Agreement • March 28th, 2014 • Meritage Futures Fund L.P. • Commodity contracts brokers & dealers
This AMENDMENT dated as of the 1st day of January 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 WNT I, LLC (formerly Morgan Stanley Managed Futures WCM I, LLC), a Delaware limited liability company (the “Trading Company”) and WINTON CAPITAL MANAGEMENT LIMITED, a United Kingdom company (the “Trading Advisor”).
ALTERNATIVE INVESTMENT PLACEMENT AGENT AGREEMENTPlacement Agent Agreement • August 8th, 2008 • Morgan Stanley Managed Futures MV, L.P. • Commodity contracts brokers & dealers • New York
This Alternative Investment Placement Agent Agreement (“Agreement”) is dated as of June 1, 2007, by and among Morgan Stanley Managed Futures LV, L.P., Morgan Stanley Managed Futures MV, L.P., and Morgan Stanley Managed Futures HV, L.P., each a Delaware Limited Partnership, (each a “Partnership” and together, the “Partnerships”), Demeter Management Corporation, a Delaware corporation, (the “General Partner”), and Morgan Stanley & Co. Incorporated, a Delaware corporation (“MS”).
SELLING AGENT AGREEMENTAlternative Investment Selling Agent Agreement • March 8th, 2016 • Meritage Futures 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. 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, the Prior Agreement (as defined below) and those listed on Schedule 2 hereto.
