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.
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 ACCOUNTSubscription Escrow Agreement • November 7th, 2012 • Commodity Advisors Fund L.P. • Commodity contracts brokers & dealers • 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. 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.
