Amended & Restated Master Services Agreement

Amended & Restated Master Services Agreement

This Amended & Restated Master Services Agreement (the “Agreement”) is entered into and effective as of March 31, 2015 (the “Effective Date”) by and among:

1.	SS&C Technologies, Inc., a corporation incorporated under the laws of the State of Delaware (“SS&C”);

2.	Each of the collective investment vehicles listed in Schedule C (each a “Fund” and collectively, the “Funds”); and

3.

Ceres Managed Futures LLC, a limited liability company organized under the laws of the State of Delaware in its capacity as (a) either (i) the general partner of those Funds organized as limited partnerships or (ii) the managing member of those funds organized as limited liability companies and (b) the commodity pool operator of each Fund (“Ceres”).

The Funds and Ceres may be referred to collectively as “Client.”  SS&C and Client may be referred to individually as a “Party” or collectively as “Parties.”

 

 

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This Agreement has been entered into by the Parties as of the Effective Date.

SS&C Technologies, Inc.		Ceres Managed Futures LLC, on behalf of each of the Funds listed on Schedule C
By:	/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇	By:	/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Name:	▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇	Name:	▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Title:	Senior Vice President and CFO	Title:	President and Director

 

 

 

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Schedule A

Services

1.	As used in this Schedule A, the following additional terms have the following meanings:

(i)

“AML” means anti-money laundering and countering the financing of terrorism.

(ii)

“investor” means an equity owner in the Fund, whether a shareholder in a company, a partner in a partnership, a unitholder in a trust or otherwise.  A “prospective investor” means an applicant to become an investor.

(iii)

“NAV” means net asset value.

(iv)

“OFAC” means the Office of Foreign Assets Control, an agency of the United States Department of the Treasury.

2.	Any references to law are to be construed to the law as amended to the date of effectiveness of the relevant provision.

3.

Client acknowledges that SS&C’s ability to perform the Services is subject to SS&C’s timely receipt of all Client Data and the then most current version of all Fund governing documents and the receipt of such information in an accurate and complete form, and in electronic file format, acceptable to SS&C.

4.	The following Services will be performed by SS&C and, as applicable, are contingent on the performance of Client of the duties and obligations listed.

5.	Receive and import a daily trade file from Client.

6.

On a daily basis (i) reconcile portfolio transactions, positions and cash balances to prime brokers and custodian banks, (ii) process involuntary corporate actions and income items, (iii) record income and expense accruals and applicable cash payments and (iv) process voluntary corporate action notices upon receipt of instructions from Ceres.

7.	Provide daily profit and loss, estimated NAV and position and reconciliation reports:

(i)

Daily reports do not include investor allocations unless specifically agreed.

(ii)

If all required items are provided in a timely manner to SS&C, reports are to be delivered the following Business Day (T+1) as soon as reasonably practicable, but in no event later than 12:00 Noon, New York prevailing time.  Typically, the estimated NAV (price per share), daily and month-to-date rates of returns, position and trading profit & loss reports are delivered before 11:00 A.M., New York prevailing time.

(iii)

Disseminate daily NAVs to third parties (i.e., Reuters).

8.	Assist in establishing and operating Fund bank accounts as reasonably instructed by Ceres.

9.	Reconcile portfolio transactions, positions and cash balances to prime brokers/custodian banks and statements from underlying investments on a daily basis.  Maintain Fund books and records including general ledger accounts.

10.	Calculate and accrue income, expenses, gains and loss.

11.	Prepare financial, performance and other reporting to be distributed to Ceres and third parties (i.e., Chennai and Broadridge) as mutually agreed in writing.

12.	Communicate with Ceres with respect to the Fund’s accounting books and records and related matters.

13.	Calculate the NAV following each month-end and each other date as may be agreed in writing.

 

 

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14.	Coordinate the annual audit between Ceres and the Fund auditor including establishing timelines for SS&C deliverables, and answering questions as appropriate.

15.	Prepare the Fund’s draft annual financial statements and accompanying materials:

(i)

Provide the Fund auditor with information customarily provided by SS&C to facilitate their audit.

(ii)

Prepare the first draft of the financial statement schedules, footnotes, schedules of investments and applicable calculations and presentations of footnote disclosures.  Incorporate comments from Fund auditors as well as Fund legal counsel and coordinate with financial printers.

16.

Client shall (i) provide information to SS&C to complete the financial statement schedules and notes to the financial statements if SS&C is preparing such notes, (for matters such as risk management disclosures, details of related party transactions, netting and collateral arrangements), (ii) assist and guide SS&C with determining industry, geographic and other descriptions and classification of assets, (iii) provide all required disclosure of regulatory status, (iv) provide such other information and assistance as SS&C may reasonably request related to the preparation and audit of the financial statements or related schedules, as appropriate, and (v) approve all information prepared on behalf of Client and provided to the Fund auditor.

17.

With respect to the Forms 10K and 10Q that a Fund is required to file with the U.S. Securities and Exchange Commission manage the updating and production process, including: (i) provide the financial schedules and other financial data necessary to complete the Forms to Ceres in template form as agreed in writing by the Parties, (ii) respond to questions related thereto, (iii) provide back-up schedules as agreed in writing by the Parties and (iv) incorporate comments to the Forms from Client, Fund auditors and Fund legal counsel.

18.	Notwithstanding anything in this Agreement to the contrary, Client has ultimate authority over and responsibility for its financial statements and filings (including preparing in ▇▇▇▇▇ format) with the U.S. Securities and Exchange Commission.

19.	Assist Ceres with its quarterly filings of Form CPO-PQR; the estimated first filing date shall be for the period ending September 30, 2015.

20.	Provide Ceres password protected access to the Form CPO-PQR reporting section of SS&C’s web portal during business hours.

21.	Enrich data stored in SS&C systems with required information for Form ▇▇▇-▇▇▇.

▇▇.	Provide other implementation services as may be reasonably required to enable Client to access and use the Form CPO-PQR Services as described herein.

23.	Assist Ceres with collecting information required to be sourced initially from the Client and develop processes to collect this information directly where practical going forward.

24.	Maintain a history of previously filed Form CPO-PQR reports including all supporting documentation.

25.	Provide software updates to reflect routine regulatory changes by the U.S. Commodities Futures Trading Commission or National Futures Association, as applicable.

26.

In order for SS&C to provide Form CPO-PQR Services, Ceres shall prepare and provide in a timely manner and supply SS&C answers to questions related to aspects of the form.  With respect to collective investment vehicles for which SS&C does not maintain such entities investment records, Ceres will provide the data to SS&C in a predefined template or in an easily convertible data format as agreed in writing by the parties.  SS&C shall have no responsibility for or with respect to any such data supplied by Ceres.

27.	Ceres has ultimate authority over and responsibility for its Form CPO-PQR filings.

28.	Provide the applicable level of tax services to each Fund as listed on Schedule C.

 

 

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29.	Level I Services:

(i)

Work with Ceres and the Fund’s audit firm, if requested by Ceres, to calculate Fund level U.S. federal taxable income.  Client shall inform SS&C of all tax elections made or to be made on a timely basis and provide SS&C with all related correspondence with the United States Internal Revenue Service.

(ii)

For Funds that are treated as partnerships under the U.S. Internal Revenue Code of 1986 (the “Code”), maintain tax capital accounts and tax capital roll-forwards by investment.

(iii)

Prepare for the Fund a qualified dividend (as defined in §1 of the Code) analyses and report.

(iv)

Prepare a wash sales (§1091 of the Code) analyses and report.  Client shall be responsible for identifying substantially identical stock or securities as requested by SS&C.  Prepare an analyses of other book to tax differences.

(v)

Prepare mixed straddle account analyses and support (based on Temp Treas. Reg . §1.1092(b)-4T), including monthly evaluation of trades to support a timely election process.

(vi)

Prepare computation and analyses for Funds that have made §988(c)(1)(E) of the Code Qualified Fund Elections, §988(a)(1)(b) of the Code Major Currency Forward Elections and §475(f)(1) of the Code ▇▇▇▇ to Market Elections.

(vii)

Prepare analyses and reports for Fund trades under §1256 of the Code.

30.	Level II Services:

(i)

Provide Level I Services.

(ii)

Allocate Fund level U.S. federal taxable income to the appropriate investors.

31.	Level III Services:

(i)

Provide Level I and Level II Services.

(ii)

Prepare a draft U.S. Federal income tax return for Funds that are treated as partnerships under the Code on Form 1065, together with Schedules K-1 and other relevant schedules and supporting work papers; prepare related U.S. state tax returns due to resident limited partners.

(iii)

Provide digital Schedule K-1 packages.

(iv)

Engage a third party public accounting firm reasonably acceptable to both SS&C and Ceres to provide tax partner review and signature on the Fund’s U.S. Federal partnership income tax return, including Schedule K-1s, and related U.S. state tax returns or filings due to resident limited partners (currently Georgia, Indiana, Missouri, New Jersey, New York, Oregon, Pennsylvania, and West Virginia).

(v)

Calculate foreign withholding payments under the §§1441-1446 of the Code and prepare U.S. Federal income tax Form 1042/8804 as required.  File all necessary related extensions electronically or by paper as may be required.

(vi)

With respect to those draft tax returns it prepares, prepare extension filings and procedural responses to U.S. Federal and state tax notices.

(vii)

Prepare final tax returns and file them with the proper tax authority, electronically where available, or by paper when electronic filing is not practical.

(viii)

Prepare and file Fund Form 1099-Misc information returns, if applicable, electronically.

(ix)

Prepare investor letters containing taxable income estimates for those Funds that do not provide Form K1s in March of each year, if applicable, in a form agreed by the Parties in writing.

32.	SS&C will not prepare any U.S. state, withholding or non-U.S. returns, filings schedules and other schedules unless specifically agreed in writing with Client.

 

 

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33.	Notwithstanding anything to the contrary in this Agreement, SS&C:

(i)

Does not maintain custody of any cash or securities.

(ii)

Does not have the ability to authorize transactions.

(iii)

Does not have the authority to enter into contracts on behalf of the Fund.

(iv)

Is not responsible for determining the valuation of the Fund’s assets and liabilities.

(v)

Does not perform any management functions or make any management decisions with regard to the operation of the Fund.

(vi)

Is not responsible for effecting any U.S. federal or state regulatory filings which may be required or advisable as a result of the offering of interests in the Fund.

(vii)

Is not the Fund’s tax advisor and does not provide any tax advice.

(viii)

Is not obligated to perform any additional or materially different services due to changes in law or audit guidance.

34.	It is the responsibility of Client to safeguard all passwords and any other login credentials; for all purposes of this Agreement SS&C shall be entitled to assume that any user of such credentials is an authorized representative of the Client.

35.

Notwithstanding anything in this Agreement to the contrary, Fund has ultimate authority over and responsibility for its tax matters and financial statement tax disclosures.  All memoranda, schedules, tax forms and other work product produced by SS&C are the responsibility of the Fund and are subject to review and approval by Client and the Fund’s auditors, or tax preparers, as applicable.

36.

Provide reasonable assistance to responding to due diligence and analogous requests for information from investors and prospective investors (or others representing them); provided, that SS&C may elect to provide these services only upon Client agreement in writing to separate fees in the event responding to such requests becomes, in SS&C’s absolute discretion, excessive.

37.

Maintain books and records with respect to the Services.  As it pertains to books and records of the commodity pools, certify using SS&C’s standard client certification form that certain books and records required to be maintained by commodity pool operators by the U.S. Commodities Futures Trading Commission are being maintained by SS&C.

 

 

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Schedule B

Fees and Expenses

1.

Fees

SS&C will provide the Services at the rates and fees agreed from time to time in writing between the Parties.

2.	Fees for Additional Services; Expenses

Fees for conversion, customized reports and other services not listed above will be agreed between the Parties prior to any such additional services being provided.  Fees for reviews of Client records maintained by SS&C by Government Authorities in connection with those authorities oversight or regulation of Client or otherwise not caused by SS&C will be billed at SS&C’s standard rates (currently $325 per hour), if applicable; SS&C shall promptly notify Ceres of any such review or proposed review and the then current standard rate.  For Services that require information for the year 2015, such as tax and regulatory filings, Client shall provide data to SS&C in formats reasonably acceptable to SS&C in order to supply such Services.  Additional fees at SS&C’s standard rates will apply if such data is not provided.

Reasonable out-of-pocket expenses and any and all charges for Market Data will be billed to the Client separately on a monthly basis.  Out-of-pocket expenses, including expenses incurred by SS&C for shipping, duplicating, cost of data, and other direct expenses, are billed to Client, and are in addition to any fees.  Out of pocket expenses will be subject to procedures as the Parties may reasonably agree in writing; provided that SS&C shall use best efforts to comply with Ceres “Expense Reimbursement Policy for Consultants” as provided by Ceres in writing from time to time.  Any such expenses will be charged on a pass-through basis at SS&C’s cost or on an allocated basis and SS&C will provide Client with documentation evidencing all approved expenses.

 

 

 

 

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3.	Payment and Fee Changes

Payment shall be made to SS&C or its Affiliates by wire transfer or at the address on the fee statement or invoice or at such other address as SS&C may specify.  Unless otherwise stated, fees are billed monthly in advance and are due and payable upon receipt of the invoice.  Bills for expenses and are due and payable upon receipt of SS&C’s invoice.

Each invoice, to the extent not reasonably disputed, is due and payable within 45 days after Client’s receipt of such invoice.  Client is responsible for payment for all billed and unbilled fees for the provision of Services through the date of termination of this Agreement.

Client shall reimburse SS&C for any applicable sales, use, property or other taxes and customs duties paid or payable by SS&C in connection with the Services or property (such as Market Data) delivered in connection with this Agreement.  Client shall have no liability for any taxes based upon the net income of SS&C.  All taxes owed by Client hereunder shall become due and payable when billed by SS&C to Client, or when assessed, levied or billed by the appropriate tax authority, even if such billing occurs subsequent to termination of this Agreement.  When SS&C’s contracting entity is a U.S. corporation, Client shall recognize SS&C as such for purposes of any government and double taxation convention.

All amounts payable to SS&C specified in this Agreement are in United States dollars.

SS&C reserves the right to review and increase its fees upon the prior approval by Client.  If SS&C proposes a fee amendment, the amendment will become effective as agreed in writing between the Parties.  If no agreement is reached within thirty (30) days of SS&C’s proposal, SS&C may terminate this Agreement upon ninety (90) days written notice to Client.  Such termination is effective at the end of the next calendar quarter ending not less than ninety (90) days following the date of the termination notice.

 

 

 

 

 

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Fund	Organization	Type of Fund	Tax Svc Level	Effective Date
CMF ▇▇▇▇▇▇▇▇ Master Fund L.P.	NY LP			1 Feb 2015
CMF Willowbridge Master Fund L.P.	NY LP			1 Feb 2015
CMF ▇▇▇▇▇▇ Capital Master Fund L.P.	NY LP			1 Feb 2015
CMF Aspect Master Fund L.P.	NY LP			1 Feb 2015
CMF Altis Partners Master Fund L.P.	NY LP			1 Feb 2015
CMF ▇▇▇▇▇▇ Master L.P.	DE LP			1 Feb 2015
Blackwater Master Fund L.P.	DE LP			1 Feb 2015
PGR Master Fund L.P.	DE LP			1 Feb 2015
JEM Master Fund L.P.	DE LP			1 Feb 2015
MB Master Fund L.P.	DE LP			1 Feb 2015
Cambridge Master Fund L.P.	NY LP			1 Feb 2015
Rabar Master Fund L.P.	NY LP			1 Feb 2015
▇▇▇▇▇ Master Fund L.P.	DE LP			1 Feb 2015
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ I, LLC	DE LLC			1 Feb 2015
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Aspect I, LLC	DE LLC			1 Feb 2015
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ I, LLC	DE LLC			1 Feb 2015
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ BHM I, LLC	DE LLC			1 Feb 2015
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Boronia I, LLC	DE LLC			1 Feb 2015
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ TT II, LLC	DE LLC			1 Feb 2015
PGM Master Fund L.P.	DE LP			1 Feb 2015
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Charter ▇▇▇▇▇▇▇▇ ▇.▇.	DE LP			1 Feb 2015
Managed Futures Premier ▇▇▇▇▇▇ ▇.▇.	DE LP			1 Feb 2015
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Charter WNT L.P.	DE LP			1 Feb 2015
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Charter Aspect L.P.	DE LP			1 Feb 2015
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Spectrum Currency and Commodity L.P.	DE LP			1 Feb 2015
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Spectrum Select L.P.	DE LP			1 Feb 2015
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Spectrum Strategic L.P.	DE LP			1 Feb 2015
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Spectrum Technical L.P.	DE LP			1 Feb 2015
Managed Futures Premier BHM L.P.	DE LP			1 Feb 2015
Managed Futures Strategic Alternatives, L.P.	DE LP			1 Feb 2015
Polaris Futures Fund L.P.	DE LP			1 Feb 2015
LV Futures Fund L.P.	DE LP			1 Feb 2015
Meritage Futures Fund L.P.	DE LP			1 Feb 2015
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Managed Futures Custom Solutions Fund LP	DE LP			1 Feb 2015
Managed Futures Premier Abingdon L.P.	NY LP			1 Feb 2015
Tactical Diversified Futures Fund L.P.	NY LP			1 Feb ▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇.▇.	▇▇ LP			1 Feb 2015
Managed Futures Premier Energy Fund L.P.	NY LP			1 Feb 2015
Diversified 2000 Futures Fund L.P.	NY LP			1 Feb 2015
Global Diversified Futures Fund L.P.	NY LP			1 Feb 2015
Orion Futures Fund L.P.	NY LP			1 Feb 2015
Managed Futures Premier Energy Fund ▇.▇.▇▇	NY LP			1 Feb 2015
Managed Futures Premier Aventis II L.P.	NY LP			1 Feb 2015

Fund	Organization	Type of Fund	Tax Svc Level	Effective Date
Potomac Futures Fund L.P.	NY LP			1 Feb 2015
Westport Futures Fund L.P.	NY LP			1 Feb 2015
Institutional Futures Portfolio L.P.	NY LP			1 Feb 2015
Commodity Advisors Fund L.P.	DE LP			1 Feb 2015
Global Futures Fund Ltd.	Cayman Ltd			1 Feb 2015

 

 

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Schedule D

Compliance with Data Protection Laws