0000899140-10-000707 Sample Contracts

Second Amended and Restated Limited Partnership Agreement of Emerging CTA Portfolio L.P.
Limited Partnership Agreement • November 1st, 2010 • Emerging Cta Portfolio Lp • Commodity contracts brokers & dealers • New York

This Second Amended and Restated Limited Partnership Agreement (this “Agreement”), dated and effective as of October 20, 2010, 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 Partnership’s limited partnership agreement dated as of July 23, 2009 (the “Amended and Restated Limited Partnership Agreement”) by and among the General Partner and the limited partners party thereto.

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