ADVISORY AGREEMENTAdvisory Agreement • May 14th, 2013 • LV Futures Fund L.P. • Commodity contracts brokers & dealers • New York
THIS AGREEMENT, made as of April 1, 2008, among Morgan Stanley Managed Futures GMF I, LLC, a Delaware limited liability company (the “Trading Company”), Demeter Management Corporation, a Delaware corporation (the “Trading Manager”), and Grinham Managed Funds Pty. Ltd., a New South Wales, Australia proprietary limited company (the “Trading Advisor”).
ALTERNATIVE INVESTMENT PLACEMENT AGENT AGREEMENTAlternative Investment • August 13th, 2014 • LV 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 • LV 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 • LV 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 • LV 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 DERIVATIVESSecurities Purchase Authorization Agreement • November 4th, 2015 • LV 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 • LV 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.
FOREIGN EXCHANGE AND OPTIONS MASTER AGREEMENT (FEOMA)Master Agreement • May 30th, 2008 • Morgan Stanley Managed Futures LV, L.P. • Commodity contracts brokers & dealers • New York
MASTER AGREEMENT dated as of November 28, 2007, by and between Morgan Stanley Capital Group Inc., 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 • LV 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 • LV 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 LV, L.P. • Commodity contracts brokers & dealers
NAME OF TRADING COMPANY] Form of OPERATING AGREEMENT dated as of [Date of Formation], 2007Operating Agreement • February 29th, 2008 • Morgan Stanley Managed Futures LV, L.P. • New York
THIS OPERATING AGREEMENT (this “Agreement”), dated as of [Date of Formation], 2007, by and between each of the parties listed on Schedule I attached hereto (collectively, the “Members”), and Demeter Management Corporation, a Delaware corporation (“Demeter” or the “Trading Manager”), shall govern [Name of Trading Company] (the “Company”).
AMENDMENT NO. 1 TO THE ADVISORY AGREEMENTThe Advisory Agreement • May 14th, 2013 • LV 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 • LV 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 AGREEMENTAmendment Agreement • March 28th, 2014 • LV Futures Fund L.P. • Commodity contracts brokers & dealers • New York
AMENDMENT TO THE ADVISORY AGREEMENTThe Advisory Agreement • March 27th, 2013 • LV 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 • LV 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”).
AMENDMENT TO THE ADVISORY AGREEMENTThe Advisory Agreement • January 6th, 2012 • LV 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 • LV Futures Fund L.P. • Commodity contracts brokers & dealers • New York
AMENDED AND RESTATED ADVISORY AGREEMENTAdvisory Agreement • December 23rd, 2015 • LV Futures Fund L.P. • Commodity contracts brokers & dealers • New York
This amended and restated advisory agreement (the “Agreement”), is effective as of November 1, 2015 among Morgan Stanley Smith Barney TT II, LLC, (formerly known as Morgan Stanley Managed Futures Transtrend II, LLC), a Delaware limited liability company (the “Trading Company”), Ceres Managed Futures LLC (formerly known as Demeter Management LLC), a Delaware limited liability company (the “Trading Manager”), and Transtrend B.V., a Dutch limited liability company (the “Trading Advisor”).
AMENDMENT NO. 1 TO THE ADVISORY AGREEMENTThe Advisory Agreement • May 14th, 2013 • LV 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”).
ContractMorgan Stanley Managed Futures LV, L.P. • August 8th, 2008 • Commodity contracts brokers & dealers • New York
This Amendment dated as of March 26, 2008, supplements, forms part of, and is subject in all respects to, that Foreign Exchange and Options Master Agreement (FEOMA) dated as of November 28, 2007 (the “Agreement”) by and between Party A and Party B. Capitalized terms used herein, unless otherwise defined, have the meanings specified in the Agreement.
ContractMorgan Stanley Managed Futures LV, L.P. • May 30th, 2008 • Commodity contracts brokers & dealers • New York
This Amendment dated as of December 13, 2007, supplements, forms part of, and is subject in all respects to, that Foreign Exchange and Options Master Agreement (FEOMA) dated as of November 28, 2007 (the “Agreement”) by and between Party A and Party B. Capitalized terms used herein, unless otherwise defined, have the meanings specified in the Agreement.
CUSTOMER FX PRIME BROKERAGE AGREEMENTPrime Brokerage Agreement • May 30th, 2008 • Morgan Stanley Managed Futures LV, L.P. • Commodity contracts brokers & dealers • New York
In consideration of Morgan Stanley & Co. Incorporated (“Morgan Stanley”) agreeing to act as prime broker of each entity specified in Annex B attached hereto (severally, and not jointly, each a “Customer”) with respect to FX Transactions executed by Advisor with one or more Executing Dealers and given up to Morgan Stanley in accordance with the terms of this Agreement, each Customer hereby agrees as follows:
AMENDMENT AGREEMENTAmendment Agreement • February 27th, 2017 • LV Futures Fund L.P. • Commodity contracts brokers & dealers • New York
ContractMorgan Stanley Managed Futures LV, L.P. • August 8th, 2008 • Commodity contracts brokers & dealers • New York
This Amendment dated as of March 26, 2008, supplements, forms part of, and is subject in all respects to, that Foreign Exchange and Options Master Agreement (FEOMA) dated as of November 28, 2007 (the “Agreement”) by and between Party A and Party B. Capitalized terms used herein, unless otherwise defined, have the meanings specified in the Agreement.
CUSTOMER FX PRIME BROKERAGE AGREEMENTPrime Brokerage Agreement • May 30th, 2008 • Morgan Stanley Managed Futures LV, L.P. • Commodity contracts brokers & dealers • New York
In consideration of Morgan Stanley Capital Group Inc. (“Morgan Stanley”) agreeing to act as prime broker of each entity specified in Annex B attached hereto (severally, and not jointly, each a “Customer”) with respect to Currency Option Transactions executed by Customer with one or more Executing Dealers and given up to Morgan Stanley in accordance with the terms of this Agreement, Customer hereby agrees as follows:
ContractMorgan Stanley Managed Futures LV, L.P. • August 8th, 2008 • Commodity contracts brokers & dealers • New York
This Amendment dated as of November 29, 2007, supplements, forms part of, and is subject in all respects to, that Customer FX Prime Brokerage Agreement dated as of November 27, 2007 (the “Agreement”), as amended from time to time, by and between Morgan Stanley and Customer. Capitalized terms used herein, unless otherwise defined, have the meanings specified in the Agreement.
ContractBrokerage Agreement • February 29th, 2008 • Morgan Stanley Managed Futures LV, L.P. • New York
This Amendment dated as of November 29, 2007, supplements, forms part of, and is subject in all respects to, that Customer FX Prime Brokerage Agreement dated as of November 27, 2007 (the “Agreement”), as amended from time to time, by and between Morgan Stanley and Customer. Capitalized terms used herein, unless otherwise defined, have the meanings specified in the Agreement.
ADVISORY AGREEMENT THIS AGREEMENT, made as of July 1, 2009, among MSSB Managed Futures Rotella I, LLC, a Delaware limited liability company (the ?Trading Company?), Demeter Management LLC, a Delaware limited liability company (the ?Trading Manager?),...Advisory Agreement • August 14th, 2009 • Morgan Stanley Managed Futures LV, L.P. • Commodity contracts brokers & dealers • New York
