exv10w8






Exhibit 10.8




MANAGEMENT AGREEMENT




          AGREEMENT made as of the 25th day of February, 2010 among CERES MANAGED FUTURES LLC, a
Delaware limited liability company (“CMF” or the “General Partner”), DIVERSIFIED 2000 FUTURES FUND
L.P., a New York limited partnership (the “Partnership”) and WAYPOINT CAPITAL MANAGEMENT LLC, a
Delaware limited liability company (“Waypoint” or the “Advisor”).




W I T N E S S E T H:




          WHEREAS, CMF is the general partner of the Partnership, a limited partnership organized for
the purpose of speculative trading of commodity interests, including futures contracts, options,
swaps and forward contracts on U.S. and non-U.S. markets with the objective of achieving
substantial capital appreciation, such trading to be conducted directly or through investment in
Waypoint Master Fund L.P., a New York limited partnership (the “Master Fund”) of which CMF is the
general partner and the Advisor is the advisor; and




          WHEREAS, the Limited Partnership Agreement establishing the Partnership (the “Limited
Partnership Agreement”) permits CMF to delegate to one or more commodity trading advisors CMF’s
authority to make trading decisions for the Partnership; and




          WHEREAS, the Advisor is registered as a commodity trading advisor with the Commodity Futures
Trading Commission (“CFTC”) and is a member of the National Futures Association (“NFA”); and




          WHEREAS, CMF is registered as a commodity pool operator with the CFTC and is a member of the
NFA; and




          WHEREAS, CMF, the Partnership and the Advisor wish to enter into this Agreement in order to
set forth the terms and conditions upon which the Advisor will render and implement advisory
services in connection with the conduct by the Partnership of its commodity trading activities
during the term of this Agreement;




          NOW, THEREFORE, the parties agree as follows:




          1. DUTIES OF THE ADVISOR. (a) For the period and on the terms and conditions of this
Agreement, the Advisor shall have sole authority and responsibility, as one of the Partnership’s
agents and attorneys-in-fact, for directing the investment and reinvestment of the assets and funds
of the Partnership allocated to it from time to time by the General Partner in commodity interests,
including commodity futures contracts, options and forward contracts. The Advisor may also engage
in swaps transactions and other derivative transactions on behalf of the Partnership with the prior
approval of CMF. All such trading on behalf of the Partnership shall be in accordance with the
trading policies set forth in the Partnership’s Prospectus dated November 25, 2002, as supplemented
from time to time (the “Prospectus”), as such trading policies may be changed from time to time
upon receipt by the Advisor of prior written notice of such change and pursuant to the trading
strategy selected by CMF to be utilized by the Advisor in managing the Partnership’s assets. CMF
has initially selected the Advisor’s Diversified Futures Program (the “Program”) to manage the
Partnership’s assets allocated to it. Any open






 









 







positions or other investments at the time of receipt of such notice of a change in trading
policy shall not be deemed to violate the changed policy and shall be closed or sold in the
ordinary course of trading. The Advisor may not deviate from the trading policies set forth in the
Prospectus without the prior written consent of the Partnership given by CMF. The Advisor makes no
representation or warranty that the trading to be directed by it for the Partnership will be
profitable or will not incur losses.




          (b) CMF acknowledges receipt of the Advisor’s disclosure document for Qualified Eligible
Persons (as defined in CFTC Rule 4.7) dated December 31, 2009 (the “Disclosure Document”). All
trades made by the Advisor for the account of the Partnership shall be made through such commodity
broker or brokers as CMF shall direct, and the Advisor shall have no authority or responsibility
for selecting or supervising any such broker in connection with the execution, clearance or
confirmation of transactions for the Partnership or for the negotiation of brokerage rates charged
therefor. However, the Advisor, with the prior written permission (by either original or fax copy)
of CMF, may direct all trades in commodity futures and options to a futures commission merchant or
independent floor broker it chooses for execution with instructions to give-up the trades to the
broker designated by CMF, provided that the futures commission merchant or independent floor broker
and any give-up or floor brokerage fees are approved in advance by CMF. All give-up or similar
fees relating to the foregoing shall be paid by the Partnership after all parties have executed the
relevant give-up agreements (by either original or fax copy).




          (c) The initial allocation of the Partnership’s assets to the Advisor will be made to the
Program, as described in the Disclosure Document. In the event the Advisor wishes to use a trading
system or methodology other than or in addition to the Program in connection with its trading for
the Partnership, either in whole or in part, it may not do so unless the Advisor gives CMF prior
written notice of its intention to utilize such different trading system or methodology and CMF
consents thereto in writing. In addition, the Advisor will provide five days’ prior written notice
to CMF of any change in the trading system or methodology to be utilized for the Partnership which
the Advisor deems material. If the Advisor deems such change in system or methodology or in
markets traded to be material, the changed system or methodology or markets traded will not be
utilized for the Partnership without the prior written consent of CMF. In addition, the Advisor
will notify CMF of any changes to the trading system or methodology that would require a change in
the description of the trading strategy or methods described in the Disclosure Document. Further,
the Advisor will provide the Partnership with a current list of all commodity interests to be
traded for the Partnership’s account and will not trade any additional commodity interests for such
account without providing notice thereof to CMF and receiving CMF’s written approval. The Advisor
also agrees to provide CMF, on a monthly basis, with a written report of the assets under the
Advisor’s management together with all other matters deemed by the Advisor to be material changes
to its business not previously reported to CMF. The Advisor further agrees that it will convert
foreign currency balances (not required to margin positions denominated in a foreign currency) to
U.S. dollars no less frequently than monthly. U.S. dollar equivalents in individual foreign
currencies of more than $100,000 will be converted to U.S. dollars within one business day after
such funds are no longer needed to margin foreign positions.







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          (d) The Advisor agrees to make all material disclosures to the Partnership regarding itself
and its principals as defined in Part 4 of the CFTC’s regulations (“principals”), members,
directors, officers and employees, their trading performance and general trading methods, its
customer accounts (but not the identities of or identifying information with respect to its
customers) and otherwise as are required in the reasonable judgment of CMF to be made in any
filings required by Federal or State law or NFA rule or order. Notwithstanding Paragraphs 1(d) and
4(d) of this Agreement, the Advisor shall not be required to disclose the actual trading results of
proprietary accounts of the Advisor or its principals unless CMF reasonably determines that such
disclosure is required in order to fulfill its fiduciary obligations to the Partnership or the
reporting, filing or other obligations imposed on it by Federal or State law or NFA rule or order.
The Partnership and CMF acknowledge that the trading advice to be provided by the Advisor is a
property right belonging to the Advisor and that they will keep all such advice confidential.
Further, CMF agrees to treat as confidential any results of proprietary accounts and/or proprietary
information with respect to trading systems obtained from the Advisor.




          (e) The Advisor understands and agrees that CMF may designate other trading advisors for the
Partnership and apportion or reapportion to such other trading advisors the management of an amount
of Net Assets (as defined in Paragraph 3(b) hereof) as it shall determine in its absolute
discretion. The designation of other trading advisors and the apportionment or reapportionment of
Net Assets to any such trading advisors pursuant to this Paragraph 1 shall neither terminate this
Agreement nor modify in any regard the respective rights and obligations of the parties hereunder.




          (f) CMF may, from time to time, in its absolute discretion, select additional trading advisors
and reapportion funds among the trading advisors for the Partnership as it deems appropriate. CMF
shall use its best efforts to make reapportionments, if any, as of the first day of a month. The
Advisor agrees that it may be called upon at any time promptly to liquidate positions in CMF’s sole
discretion so that CMF may reallocate the Partnership’s assets, meet margin calls on the
Partnership’s account, fund redemptions, or for any other reason, except that CMF will not require
the liquidation of specific positions by the Advisor. CMF will use its best efforts to give two
days’ prior notice to the Advisor of any reallocations or liquidations.




          (g) The Advisor will not be liable for trading losses in the Partnership’s account including
losses caused by errors; provided, however, that (i) the Advisor will be liable to the Partnership
with respect to losses incurred due to errors committed or caused by it or any of its principals or
employees in communicating improper trading instructions or orders to any broker on behalf of the
Partnership and (ii) the Advisor will be liable to the Partnership with respect to losses incurred
due to errors committed or caused by any executing broker (other than any CMF affiliate) selected
by the Advisor (it also being understood that CMF, with the assistance of the Advisor, will first
attempt to recover such losses from the executing broker).




          2. INDEPENDENCE OF THE ADVISOR. For all purposes herein, the Advisor shall be deemed
to be an independent contractor and, unless otherwise expressly provided or authorized, shall have
no authority to act for or represent the Partnership in any way and shall not be deemed an agent,
promoter or sponsor of the Partnership, CMF, or any other trading advisor. The Advisor shall not
be responsible to the Partnership, the General Partner, any






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trading advisor or any limited partners for any acts or omissions of any other trading advisor
no longer acting as an advisor to the Partnership.




          3. COMPENSATION. (a) In consideration of and as compensation for all of the services
to be rendered by the Advisor to the Partnership under this Agreement, the Partnership shall pay
the Advisor (i) an annual incentive fee equal to 20% of New Trading Profits (as such term is
defined below) earned by the Advisor for the Partnership and (ii) a monthly fee for professional
management services equal to 1/6 of 1% (2% per year) of the month-end Net Assets of the Partnership
allocated to the Advisor.




          (b) “Net Assets” shall have the meaning set forth in Paragraph 7(d)(1) of the Limited
Partnership Agreement dated as of August 25, 1999 and without regard to further amendments thereto,
provided that in determining the Net Assets of the Partnership on any date, no adjustment shall be
made to reflect any distributions, redemptions or incentive fees payable as of the date of such
determination.




          (c) “New Trading Profits” shall mean the excess, if any, of Net Assets managed by the Advisor
at the end of the fiscal period over Net Assets managed by the Advisor at the end of the highest
previous fiscal period or Net Assets allocated to the Advisor at the date trading by the Advisor on
behalf of the Partnership commences, whichever is higher, and as further adjusted to eliminate the
effect on Net Assets resulting from new capital contributions, redemptions, reallocations or
capital distributions, if any, made during the fiscal period, decreased by interest or other
income, not directly related to trading activity, earned on the Partnership’s assets during the
fiscal period, whether the assets are held separately or in margin accounts. Ongoing expenses will
be attributed to the Advisor based on the Advisor’s proportionate share of Net Assets. Ongoing
expenses will not include expenses of litigation not involving the activities of the Advisor on
behalf of the Partnership, and will also not include initial offering and organizational expenses
of the Partnership. No incentive fee shall be paid until December 31, 2010, which fee shall be
based on New Trading Profits earned by the Advisor on behalf of the Partnership. Interest income
earned, if any, will not be taken into account in computing New Trading Profits earned by the
Advisor. If Net Assets allocated to the Advisor are reduced due to redemptions, distributions or
reallocations (net of additions), there will be a corresponding proportional reduction in the
related loss carryforward amount that must be recouped before the Advisor is eligible to receive
another incentive fee.




          (d) Annual incentive fees and monthly management fees shall be paid within twenty (20)
business days following the end of the period for which such fee is payable. In the event of the
termination of this Agreement as of any date which shall not be the end of a calendar year or
month, as the case may be, the annual incentive fee shall be computed as if the effective date of
termination were the last day of the then current year and the monthly management fee shall be
prorated to the effective date of termination. If, during any month, the Partnership does not
conduct business operations or the Advisor is unable to provide the services contemplated herein
for more than two successive business days, the monthly management fee shall be prorated by the
ratio which the number of business days during which CMF conducted the Partnership’s business
operations or utilized the Advisor’s services bears in the month to the total number of business
days in such month.







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          (e) The provisions of this Paragraph 3 shall survive the termination of this Agreement.




          4. RIGHT TO ENGAGE IN OTHER ACTIVITIES. (a) The services provided by the Advisor
hereunder are not to be deemed exclusive. CMF on its own behalf and on behalf of the Partnership
acknowledges that, subject to the terms of this Agreement, the Advisor and its officers, members,
directors and employees, may render advisory, consulting and management services to other clients
and accounts. The Advisor and its officers, members, directors and employees shall be free to
trade for their own accounts and to advise other investors and manage other commodity accounts
during the term of this Agreement and to use the same information, computer programs and trading
strategies, programs or formulas which they obtain, produce or utilize in the performance of
services to CMF for the Partnership. However, the Advisor represents, warrants and agrees that it
believes the rendering of such consulting, advisory and management services to other accounts and
entities will not require any material change in the Advisor’s basic trading strategies and will
not affect the capacity of the Advisor to continue to render services to CMF for the Partnership of
the quality and nature contemplated by this Agreement.




          (b) If, at any time during the term of this Agreement, the Advisor is required to aggregate
the Partnership’s commodity positions with the positions of any other person for purposes of
applying CFTC- or exchange-imposed speculative position limits, the Advisor agrees that it will
promptly notify CMF if the Partnership’s positions are included in an aggregate amount which
exceeds the applicable speculative position limit. The Advisor agrees that, if its trading
recommendations are altered because of the application of any speculative position limits, it will
not modify the trading instructions with respect to the Partnership’s account in such manner as to
affect the Partnership substantially disproportionately as compared with the Advisor’s other
accounts. The Advisor further represents, warrants and agrees that under no circumstances will it
knowingly or deliberately use trading strategies or methods for the Partnership that are inferior
to strategies or methods employed for any other client or account and that it will not knowingly or
deliberately favor any client or account managed by it over any other client or account in any
manner, it being acknowledged, however, that different trading programs, strategies or methods may
be utilized for differing sizes of accounts, accounts with different trading policies, accounts
experiencing differing inflows or outflows of equity, accounts that commence trading at different
times, accounts that have different portfolios or different fiscal years, accounts utilizing
different executing brokers and accounts with other differences, and that such differences may
cause divergent trading results.




          (c) It is acknowledged that the Advisor and/or its officers, members, employees and directors
presently act, and it is agreed that they may continue to act, as advisor for other accounts
managed by them, and may continue to receive compensation with respect to services for such
accounts.




          (d) The Advisor agrees that it shall make such information available to CMF respecting the
performance of the Partnership’s account as compared to the performance of other accounts managed
by the Advisor or its principals as shall be reasonably requested by CMF. The Advisor presently
believes and represents that existing speculative position limits will not materially adversely
affect its ability to manage the Partnership’s account given the potential size






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of the Partnership’s account and the Advisor’s and its principals’ current accounts and all
proposed accounts for which they have contracted to act as trading manager.




          5. TERM. (a) This Agreement shall continue in effect until June 30, 2010. CMF may,
in its sole discretion, renew this Agreement for additional one-year periods upon notice to the
Advisor not less than 30 days prior to the expiration of the previous period. At any time during
the term of this Agreement, CMF may terminate this Agreement at any month-end upon 30 days’ notice
to the Advisor. At any time during the term of this Agreement, CMF may elect to immediately
terminate this Agreement upon 30 days’ notice to the Advisor if (i) the Net Asset Value per unit of
limited partnership interest in the Partnership (“Unit”) shall decline as of the close of business
on any day to $400 or less; (ii) the Net Assets allocated to the Advisor (adjusted for redemptions,
distributions, withdrawals or reallocations, if any) decline by 50% or more as of the end of a
trading day from such Net Assets’ previous highest value; (iii) limited partners owning at least
50% of the outstanding Units shall vote to require CMF to terminate this Agreement; (iv) the
Advisor fails to comply with the terms of this Agreement; (v) CMF, in good faith, reasonably
determines that the performance of the Advisor has been such that CMF’s fiduciary duties to the
Partnership require CMF to terminate this Agreement; or (vi) CMF reasonably believes that the
application of speculative position limits will substantially affect the performance of the
Partnership. At any time during the term of this Agreement, CMF may elect immediately to terminate
this Agreement if (i) the Advisor merges, consolidates with another entity, sells a substantial
portion of its assets, or becomes bankrupt or insolvent, (ii) Robert Calabretta dies, becomes
incapacitated, leaves the employ of the Advisor, ceases to control the Advisor or is otherwise not
managing the trading programs or systems of the Advisor, or (iii) the Advisor’s registration as a
commodity trading advisor with the CFTC or its membership in the NFA or any other regulatory
authority, is terminated or suspended. This Agreement will immediately terminate upon dissolution
of the Partnership or upon cessation of trading by the Partnership prior to dissolution.




          (b) The Advisor may terminate this Agreement by giving not less than 30 days’ notice to CMF
(i) in the event that the trading policies of the Partnership as set forth in the Prospectus are
changed in such manner that the Advisor reasonably believes will adversely affect the performance
of its trading strategies; (ii) after June 30, 2010; or (iii) in the event that the General Partner
or Partnership fails to comply with the terms of this Agreement. The Advisor may immediately
terminate this Agreement if CMF’s registration as a commodity pool operator or its membership in
the NFA is terminated or suspended.




          (c) Except as otherwise provided in this Agreement, any termination of this Agreement in
accordance with this Paragraph 5 shall be without penalty or liability to any party, except for any
fees due to the Advisor pursuant to Paragraph 3 hereof.




          6. INDEMNIFICATION. (a)(i) In any threatened, pending or completed action, suit, or
proceeding to which the Advisor was or is a party or is threatened to be made a party arising out
of or in connection with this Agreement or the management of the Partnership’s assets by the
Advisor or the offering and sale of Units in the Partnership, CMF shall, subject to subparagraph
(a)(iii) of this Paragraph 6, indemnify and hold harmless the Advisor against any loss, liability,
damage, cost, expense (including, without limitation, attorneys’ and accountants’ fees), judgments
and amounts paid in settlement actually and reasonably incurred by it in






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connection with such action, suit, or proceeding if the Advisor acted in good faith and in a
manner reasonably believed to be in or not opposed to the best interests of the Partnership, and
provided that its conduct did not constitute negligence, intentional misconduct, or a breach of its
fiduciary obligations to the Partnership as a commodity trading advisor, unless and only to the
extent that the court or administrative forum in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in view of all
circumstances of the case, the Advisor is fairly and reasonably entitled to indemnity for such
expenses which such court or administrative forum shall deem proper; and further provided that no
indemnification shall be available from the Partnership if such indemnification is prohibited by
Paragraph 16 of the Limited Partnership Agreement. The termination of any action, suit or
proceeding by judgment, order or settlement shall not, of itself, create a presumption that the
Advisor did not act in good faith and in a manner reasonably believed to be in or not opposed to
the best interests of the Partnership.




          (ii) To the extent that the Advisor has been successful on the merits or otherwise in defense
of any action, suit or proceeding referred to in subparagraph (i) above, or in defense of any
claim, issue or matter therein, CMF shall indemnify the Advisor against the expenses (including,
without limitation, attorneys’ and accountants’ fees) actually and reasonably incurred by it in
connection therewith.




          (iii) Any indemnification under subparagraph (i) above, unless ordered by a court or
administrative forum, shall be made by CMF only as authorized in the specific case and only upon a
determination by independent legal counsel in a written opinion that such indemnification is proper
in the circumstances because the Advisor has met the applicable standard of conduct set forth in
subparagraph (i) above. Such independent legal counsel shall be selected by CMF in a timely
manner, subject to the Advisor’s approval, which approval shall not be unreasonably withheld. The
Advisor will be deemed to have approved CMF’s selection unless the Advisor notifies CMF in writing,
received by CMF within five days of CMF’s telecopying to the Advisor of the notice of CMF’s
selection, that the Advisor does not approve the selection.




          (iv) In the event the Advisor is made a party to any claim, dispute or litigation or otherwise
incurs any loss or expense as a result of, or in connection with, the Partnership’s or CMF’s
activities or claimed activities unrelated to the Advisor, CMF shall indemnify, defend and hold
harmless the Advisor against any loss, liability, damage, cost or expense (including, without
limitation, attorneys’ and accountants’ fees) incurred in connection therewith.




          (v) As used in this Paragraph 6(a), the term “Advisor” shall include the Advisor, its
principals, officers, members, directors and employees and the term “CMF” shall include the
Partnership.




          (b) (i) The Advisor agrees to indemnify, defend and hold harmless CMF, the Partnership and
their affiliates against any loss, liability, damage, cost or expense (including, without
limitation, attorneys’ and accountants’ fees), judgments and amounts paid in settlement actually
and reasonably incurred by them (A) as a result of the material breach of any material
representations and warranties made by the Advisor in this Agreement, or (B) as a result of any act
or omission of the Advisor relating to the Partnership if there has been a final judicial or






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regulatory determination or, in the event of a settlement of any action or proceeding with the
prior written consent of the Advisor, a written opinion of an arbitrator pursuant to Paragraph 14
hereof, to the effect that such acts or omissions violated the terms of this Agreement in any
material respect or involved negligence, bad faith, recklessness or intentional misconduct on the
part of the Advisor (except as otherwise provided in Paragraph 1(g)).




          (ii) In the event CMF, the Partnership or any of their affiliates is made a party to any
claim, dispute or litigation or otherwise incurs any loss or expense as a result of, or in
connection with, the activities or claimed activities of the Advisor or its principals, officers,
members, directors or employees unrelated to CMF’s or the Partnership’s business, the Advisor shall
indemnify, defend and hold harmless CMF, the Partnership or any of their affiliates against any
loss, liability, damage, cost or expense (including, without limitation, attorneys’ and
accountants’ fees) incurred in connection therewith.




          (c) In the event that a person entitled to indemnification under this Paragraph 6 is made a
party to an action, suit or proceeding alleging both matters for which indemnification can be made
hereunder and matters for which indemnification may not be made hereunder, such person shall be
indemnified only for that portion of the loss, liability, damage, cost or expense incurred in such
action, suit or proceeding which relates to the matters for which indemnification can be made.




          (d) None of the indemnifications contained in this Paragraph 6 shall be applicable with
respect to default judgments, confessions of judgment or settlements entered into by the party
claiming indemnification without the prior written consent, which shall not be unreasonably
withheld, of the party obligated to indemnify such party.




          (e) The provisions of this Paragraph 6 shall survive the termination of this Agreement.




          7. REPRESENTATIONS, WARRANTIES AND AGREEMENTS.




          (a) The Advisor represents and warrants that:




          (i) The Disclosure Document is in full compliance with the Commodity Exchange Act and the
rules and regulations promulgated thereunder and is accurate in all material respects and does not
contain any untrue statement of a material fact or omit to state a material fact that is necessary
to make the statements therein not misleading. All references to the Advisor and its principals,
if any, in any future prospectus will, after review and approval of such references by the Advisor
prior to the use of such prospectus in connection with the offering of the Partnership’s Units, be
accurate in all material respects.




          (ii) The information with respect to the Advisor set forth in the actual performance tables in
the Disclosure Document is based on all of the customer accounts managed on a discretionary basis
by the Advisor’s principals and/or the Advisor during the period covered by such tables and
required to be disclosed therein. During the term of this Agreement: (x) the Advisor will prepare
performance tables that comply with all applicable CFTC rules no less frequently than quarterly,
and (y) the Advisor’s performance tables covering






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years ending on or after December 31, 2008 shall be examined by an independent certified
public accountant within 120 days of each year-end and the report thereon shall be provided to CMF.




          (iii) The Advisor will be acting as a commodity trading advisor with respect to the
Partnership and not as a securities investment adviser and is duly registered with the CFTC as a
commodity trading advisor, is a member of the NFA, and is in compliance with any such other
registration and licensing requirements as shall be necessary to enable it to perform its
obligations hereunder, and agrees to maintain and renew such registrations and licenses during the
term of this Agreement.




          (iv) The Advisor is a limited liability company, duly organized, validly existing and in good
standing under the laws of the State of Delaware, and has full limited liability company power and
authority to enter into this Agreement and to provide the services required of it hereunder.




          (v) The Advisor will not, by acting as a commodity trading advisor to the Partnership, breach
or cause to be breached any undertaking, agreement, contract, statute, rule or regulation to which
it is a party or by which it is bound.




          (vi) This Agreement has been duly and validly authorized, executed and delivered by the
Advisor and is a valid and binding agreement enforceable in accordance with its terms.




          (vii) At any time during the term of this Agreement that an offering memorandum or a
prospectus relating to the Units is required to be delivered in connection with the offer and sale
thereof, the Advisor agrees upon the request of CMF to provide the Partnership with such
information as shall be necessary so that, as to the Advisor and its principals, such offering
memorandum or prospectus is accurate.




          (b) CMF represents and warrants for itself and the Partnership that:




          (i) The Prospectus (as from time to time amended or supplemented, which amendment or
supplement shall be approved by the Advisor as to descriptions, if any, of itself and its actual
performance) does not contain any untrue statement of a material fact or omit to state a material
fact which is necessary to make the statements therein not misleading, except that the foregoing
representation does not apply to any statement or omission concerning the Advisor, if any, in the
Prospectus, made in reliance upon, and in conformity with, information furnished to CMF by or on
behalf of the Advisor expressly for use in the Prospectus.




          (ii) CMF is a limited liability company duly organized, validly existing and in good standing
under the laws of the State of Delaware and has full limited liability company power and authority
to perform its obligations under this Agreement.




          (iii) CMF and the Partnership have the capacity and authority to enter into this Agreement on
behalf of the Partnership.







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          (iv) This Agreement has been duly and validly authorized, executed and delivered on CMF’s and
the Partnership’s behalf and is a valid and binding agreement of CMF and the Partnership
enforceable in accordance with its terms.




          (v) CMF will not, by acting as General Partner to the Partnership and the Partnership will
not, breach or cause to be breached any undertaking, agreement, contract, statute, rule or
regulation to which it is a party or by which it is bound which would materially limit or affect
the performance of its duties under this Agreement.




          (vi) CMF is registered as a commodity pool operator and is a member of the NFA, and it will
maintain and renew such registration and membership during the term of this Agreement.




          (vii) The Partnership is a limited partnership duly organized and validly existing under the
laws of the State of New York and has full limited partnership power and authority to enter into
this Agreement and to perform its obligations under this Agreement.




          (viii) The Partnership is a qualified eligible person as defined in CFTC Rule 4.7.




          8. COVENANTS OF THE ADVISOR, CMF AND THE PARTNERSHIP.




          (a) The Advisor agrees as follows:




          (i) In connection with its activities on behalf of the Partnership, the Advisor will comply
with all applicable rules and regulations of the CFTC, NFA and/or the commodity exchange on which
any particular transaction is executed.




          (ii) The Advisor will promptly notify CMF of the commencement of any material suit, action or
proceeding involving it, whether or not any such suit, action or proceeding also involves CMF. The
Advisor will provide CMF with copies of any correspondence from or to the CFTC, NFA or any
commodity exchange in connection with an investigation or audit of the Advisor’s business
activities.




          (iii) In the placement of orders for the Partnership’s account and for the accounts of any
other client, the Advisor will utilize a pre-determined, systematic, fair and reasonable order
entry system, which shall, on an overall basis, be no less favorable to the Partnership than to any
other account managed by the Advisor. The Advisor acknowledges its obligation to review the
Partnership’s positions, prices and equity in the account managed by the Advisor daily and within
two business days to notify, in writing, the broker and CMF and the Partnership’s brokers of (i)
any error committed by the Advisor or its principals or employees; (ii) any trade which the Advisor
believes was not executed in accordance with its instructions; and (iii) any discrepancy with a
value of $10,000 or more (due to differences in the positions, prices or equity in the account)
between its records and the information reported on the account’s daily and monthly broker
statements.




          (iv) The Advisor will maintain a net worth of not less than $100,000 during the term of this
Agreement.







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          (b) CMF agrees for itself and the Partnership that:




          (i) CMF and the Partnership will comply with all applicable laws, including rules and
regulations of the CFTC, NFA and/or the commodity exchange on which any particular transaction is
executed.




          (ii) CMF will promptly notify the Advisor of the commencement of any material suit, action or
proceeding involving it or the Partnership, whether or not such suit, action or proceeding also
involves the Advisor.




          (iii) CMF will be responsible for compliance with the USA PATRIOT Act and related anti-money
laundering regulations with respect to the Partnership and its limited partners.




          9. COMPLETE AGREEMENT. This Agreement constitutes the entire agreement between the
parties pertaining to the subject matter hereof.




          10. ASSIGNMENT. This Agreement may not be assigned by any party without the express
written consent of the other parties.




          11. AMENDMENT. This Agreement may not be amended except by the written consent of the
parties.




          12. NOTICES. All notices, demands or requests required to be made or delivered under
this Agreement shall be in writing and delivered personally or by registered or certified mail or
expedited courier, return receipt requested, postage prepaid, to the addresses below or to such
other addresses as may be designated by the party entitled to receive the same by notice similarly
given:



If to CMF or to the Partnership:



Ceres Managed Futures LLC

55 East 59th Street, 10th Floor

New York, New York 10022

Attention: Jerry Pascucci



If to the Advisor:



Waypoint Capital Management LLC

80 Pine Street, 32nd Floor

New York, New York 10005

Attention: Robert Calabretta




          13. GOVERNING LAW. This Agreement shall be governed by and construed in accordance
with the laws of the State of New York.




          14. ARBITRATION. The parties agree that any dispute or controversy arising out of or
relating to this Agreement or the interpretation thereof, shall be settled by arbitration in
accordance with the rules, then in effect, of the National Futures Association or, if






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the National Futures Association shall refuse jurisdiction, then in accordance with the rules,
then in effect, of the American Arbitration Association; provided, however, that
the power of the arbitrator shall be limited to interpreting this Agreement as written and the
arbitrator shall state in writing his reasons for his award. Judgment upon any award made by the
arbitrator may be entered in any court of competent jurisdiction.




          15. NO THIRD PARTY BENEFICIARIES. There are no third party beneficiaries to this
Agreement.




          16. COUNTERPARTS. This Agreement may be executed in any number of counterparts,
including via facsimile, each of which is an original and all of which when taken together evidence
the same agreement.









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PURSUANT TO AN EXEMPTION FROM THE COMMODITY FUTURES TRADING COMMISSION IN CONNECTION WITH ACCOUNTS
OF QUALIFIED ELIGIBLE PERSONS, THIS ACCOUNT DOCUMENT IS NOT REQUIRED TO BE, AND HAS NOT BEEN, FILED
WITH THE COMMISSION. THE COMMODITY FUTURES TRADING COMMISSION DOES NOT PASS UPON THE MERITS OF
PARTICIPATING IN A TRADING PROGRAM OR UPON THE ADEQUACY OR ACCURACY OF COMMODITY TRADING ADVISOR
DISCLOSURE. CONSEQUENTLY, THE COMMODITY FUTURES TRADING COMMISSION HAS NOT REVIEWED OR APPROVED
THIS TRADING PROGRAM OR THIS ACCOUNT DOCUMENT.




          IN WITNESS WHEREOF, this Agreement has been executed for and on behalf of the undersigned as
of the day and year first above written.




	 	 	 	 	 
	 	CERES MANAGED FUTURES LLC

 	 
	 	By  	/s/ Jerry Pascucci
 	 
	 	 	Jerry Pascucci 	 
	 	 	President and Director 	 
	 
	 	DIVERSIFIED 2000 FUTURES FUND L.P.

 	 
	 	By:  	Ceres Managed Futures LLC
 	 
	 	 	(General Partner) 	 
	 	 	 	 
	 	 	 
	 	By  	                   /s/ Jerry Pascucci
 	 
	 	 	Jerry Pascucci 	 
	 	 	President and Director 	 
	 
	 	WAYPOINT CAPITAL MANAGEMENT LLC

 	 
	 	By  	/s/ Roberta Calabretta
 	 
	 	 	Robert Calabretta 	 
	 	 	President