Exhibit 10(c) APPENDIX D SB Account No.: _________ ________Please check here if employed by Smith Barney or an affiliate. SMITH BARNEY AAA ENERGY FUND L.P. (a New York limited partnership) Subscription AgreementSubscription Agreement • April 30th, 1999 • Smith Barney Aaa Energy Fund Lp /Ny
Exhibit 10(a) ADVISORY AGREEMENT AGREEMENT made as of the 30th day of January 1998 among SMITH BARNEY FUTURES MANAGEMENT INC., a Delaware corporation ("SBFM"), SMITH BARNEY AAA ENERGY FUND L.P., a New York limited partnership (the "Partnership") and...Advisory Agreement • April 30th, 1999 • Smith Barney Aaa Energy Fund Lp /Ny • New York
Limited Partnership Agreement This Limited Partnership Agreement dated as of January 5, 1998 by and among Smith Barney Futures Management Inc., 390 Greenwich Street - 1st floor, New York, New York 10013 (the "General Partner"), AAA Capital Management,...Limited Partnership Agreement • April 30th, 1999 • Smith Barney Aaa Energy Fund Lp /Ny • New York
Smith Barney Futures Management LLC 388 Greenwich Street, 7th Floor New York, New York 10013-2396 June 11, 2001 AAA Capital Management Inc. 5051 Westheimer - Suite 2100 Houston, Texas 77056 Attention: Mr. Anthony Annunziato Re: Management Agreement...Smith Barney Aaa Energy Fund Lp /Ny • March 28th, 2002 • Security & commodity brokers, dealers, exchanges & services
SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF MANAGED FUTURES PREMIER ENERGY FUND L.P.Limited Partnership Agreement • January 7th, 2015 • Aaa Capital Energy Fund L.P. • Security & commodity brokers, dealers, exchanges & services • New York
THIS SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT (this “Agreement”) of Managed Futures Premier Energy Fund L.P., a New York limited partnership (the “Partnership”), dated and effective as of January 1, 2015, is by and among Ceres Managed Futures LLC (formerly Citigroup Managed Futures LLC)(the “General Partner”), Pan Capital Management LP (the “Special Limited Partner”) and those other parties who shall execute this Agreement, whether in counterpart or by attorney-in-fact, as limited partners. (The Special Limited Partner and such other parties 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 Amended and Restated Limited Partnership Agreement (the “Prior Agreement”) dated as of September 30, 2006, as amended by Amendment No. 1 to the Amended and Restated Limited Partnership Agreement, dated August 8, 2014, by and amo
ALTERNATIVE INVESTMENT SELLING AGENT AGREEMENTSelling Agent Agreement • March 28th, 2014 • Aaa Capital Energy Fund L.P. • Security & commodity brokers, dealers, exchanges & services • New York
This Alternative Investment Selling Agent Agreement (“Agreement”) is dated as of November 12, 2013, by and among each of the 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.
AMENDED AND RESTATED ALTERNATIVE INVESTMENT SELLING AGENT AGREEMENTSelling Agent Agreement • March 8th, 2016 • Managed Futures Premier Energy Fund L.P. • Security & commodity brokers, dealers, exchanges & services • New York
This Amended and Restated Alternative Investment Selling Agent Agreement (“Agreement”) is dated as of March 3, 2016, by and among each of the 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” or “Placement Agent”). Partnerships may be added to this Agreement upon the agreement of the General Partner and MSSB, pursuant to the form of joinder attached as Appendix B to this Agreement. 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.
Amended & Restated Master Services AgreementMaster Services Agreement • August 6th, 2015 • Managed Futures Premier Energy Fund L.P. • Security & commodity brokers, dealers, exchanges & services • New York
This Amended & Restated Master Services Agreement (the “Agreement”) is entered into and effective as of March 31, 2015 (the “Effective Date”) by and among:
MORGAN STANLEY & CO. LLC LISTED DERIVATIVESSecurities Purchase Authorization Agreement • November 4th, 2015 • Managed Futures Premier Energy Fund L.P. • Security & commodity brokers, dealers, exchanges & services
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.
Exhibit 10(b)(i) CUSTOMER AGREEMENT SMITH BARNEY AAA ENERGY FUND L.P. This Agreement made and entered into as of the 12th day of February 1998, by and between SMITH BARNEY AAA ENERGY FUND L.P., a New York limited partnership (the "Partnership"), and...Smith Barney Aaa Energy Fund Lp /Ny • April 30th, 1999
Amendment No. 2 to the Second Amended and Restated Limited Partnership Agreement of Managed Futures Premier Energy Fund L.P. dated as of January 1, 2015 and as amended by Amendment No. 1 dated as of December 30, 2015 (the “Agreement”)Managed Futures Premier Energy Fund L.P. • December 13th, 2017 • Security & commodity brokers, dealers, exchanges & services
All Limited Partners now and hereafter admitted as limited partners of the Partnership pursuant to powers of attorney now and hereafter executed in favor of and delivered to the General Partner.
ADVISORY AGREEMENTAdvisory Agreement • August 14th, 2006 • Smith Barney Aaa Energy Fund Lp /Ny • Security & commodity brokers, dealers, exchanges & services • New York
AGREEMENT dated as of the 3rd day of April 2006 among CITIGROUP MANAGED FUTURES LLC, a Delaware limited liability company (‘‘CMF’’ or the ‘‘General Partner’’), SMITH BARNEY AAA ENERGY FUND L.P., a New York limited partnership (the ‘‘Partnership’’) and AAA CAPITAL MANAGEMENT ADVISORS, LTD., a Texas limited partnership (the ‘‘Advisor’’).
JOINDER AGREEMENTJoinder Agreement • August 14th, 2009 • Smith Barney Aaa Energy Fund Lp /Ny • Security & commodity brokers, dealers, exchanges & services • New York
This Joinder Agreement dated as of June 1, 2009 (this “Joinder Agreement”), by and among Citigroup Managed Futures LLC (“CMF”), as the general partner or trading manager of, and on behalf of, the investment funds identified on the schedule attached as Exhibit A to this agreement (each, a “Fund” and collectively, the “Funds”), Citigroup Global Markets Inc. (on behalf of itself and its Smith Barney division) (“CGMI”) and Morgan Stanley Smith Barney LLC (the “Joining Party”) amends the Agency and/or Selling Agreements, as applicable, listed on Exhibit A, including any annexes thereto to which CGMI is a party (each, an “Agency Agreement” and collectively, the “Agency Agreements”), by and among CMF, the Funds, CGMI and the other parties thereto.
Amendment No. 1 to the Second Amended and Restated Limited Partnership Agreement of Managed Futures Premier Energy Fund L.P. dated as of January 1, 2015 (the “Agreement”)Managed Futures Premier Energy Fund L.P. • January 6th, 2016 • Security & commodity brokers, dealers, exchanges & services
WHEREAS, consistent with the General Partner’s authority to amend the Agreement without the consent of the Limited Partners under Paragraph 18(a), the Agreement shall be amended as follows:
June 11, 2004Smith Barney Aaa Energy Fund Lp /Ny • March 16th, 2005 • Security & commodity brokers, dealers, exchanges & services
Amendment No. 1 to the Amended and Restated Limited Partnership Agreement ofAaa Capital Energy Fund L.P. • August 13th, 2014 • Security & commodity brokers, dealers, exchanges & services
WHEREAS, consistent with the General Partner’s authority to amend the Agreement without the consent of the Limited Partners under Paragraph 18(a), the Agreement shall be amended as follows:
AGENCY AGREEMENT SMITH BARNEY AAA ENERGY FUND L.P. (A NEW YORK LIMITED PARTNERSHIP) UNITS OF LIMITED PARTNERSHIP INTEREST February 12, 1998Agency Agreement • November 16th, 2009 • Aaa Capital Energy Fund L.P. • Security & commodity brokers, dealers, exchanges & services • New York
Smith Barney Futures Management Inc., a Delaware corporation (the “General Partner”), has caused Smith Barney AAA Energy Futures Fund L.P. (the “Partnership”) to be organized as a limited partnership under the New York Revised Uniform Limited Partnership Act, as amended and in effect on the date hereof (the “Partnership Act”) for the purpose of speculative trading in commodity interests including futures contracts, options, spot, and forward contracts. The General Partner desires to raise a minimum of $5,000,000 in capital for the Partnership by the sale of units of limited partnership interest therein (the “Units”) to certain qualified investors pursuant to Rule 506 of Regulation D (“Reg. D”) under section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”). The General Partner, the Partnership, the business of the Partnership and the Units are described in a Private Placement Offering Memorandum and Disclosure Document dated February 12, 1998, prepared by the Genera
June 15, 2005Smith Barney Aaa Energy Fund Lp /Ny • March 28th, 2006 • Security & commodity brokers, dealers, exchanges & services
June 30, 2007Smith Barney Aaa Energy Fund Lp /Ny • March 28th, 2008 • Security & commodity brokers, dealers, exchanges & services
June 9, 2009Aaa Capital Energy Fund L.P. • March 31st, 2010 • Security & commodity brokers, dealers, exchanges & services
Ceres Managed Futures LLCManaged Futures Premier Energy Fund L.P. • March 11th, 2015 • Security & commodity brokers, dealers, exchanges & services
June 1, 2010Aaa Capital Energy Fund L.P. • March 31st, 2011 • Security & commodity brokers, dealers, exchanges & services
MANAGEMENT AGREEMENTManagement Agreement • January 7th, 2015 • Aaa Capital Energy Fund L.P. • Security & commodity brokers, dealers, exchanges & services • New York
AGREEMENT made as of the 6th day of January, 2015 by and among CERES MANAGED FUTURES LLC, a Delaware limited liability company (“CMF”), MANAGED FUTURES PREMIER ENERGY FUND L.P., a New York limited partnership (the “Partnership”) and PAN CAPITAL MANAGEMENT, LP, a Texas limited partnership (the “Advisor” or “Pan”).
Smith Barney Futures Management LLC 388 Greenwich Street, 7th Floor New York, New York 10013-2396 June 11, 2001 AAA Capital Management Inc. 5051 Westheimer - Suite 2100 Houston, Texas 77056 Attention: Mr. Anthony Annunziato Re: Management Agreement...Smith Barney Aaa Energy Fund Lp /Ny • March 28th, 2003 • Security & commodity brokers, dealers, exchanges & services
June 1, 1999 AAA Capital Management 5065 Westheimer - Suite 900 Houston, TX 77056 Attention: Ms. Barbara Weddle RE: Management Agreement Renewal Smith Barney AAA Energy Fund L.P. Dear Ms. Weddle: We are writing with respect to your management...Smith Barney Aaa Energy Fund Lp /Ny • March 29th, 2000 • Security & commodity brokers, dealers, exchanges & services
June 1, 2011Aaa Capital Energy Fund L.P. • March 30th, 2012 • Security & commodity brokers, dealers, exchanges & services
ESCROW AGREEMENTEscrow Agreement • November 16th, 2009 • Aaa Capital Energy Fund L.P. • Security & commodity brokers, dealers, exchanges & services • New York
The following property is to be deposited with you as Escrow Agent in one or more Money Market Accounts which shall be entitled “Smith Barney AAA Energy Fund L. P.” (Escrow Accounts):
Amendment No. 3 to the Second Amended and Restated Limited Partnership Agreement of Managed Futures Premier Energy Fund L.P. dated as of January 1, 2015 and as amended by Amendment No. 1 dated as of December 30, 2015 and as amended by Amendment No. 2...Managed Futures Premier Energy Fund L.P. • November 8th, 2018 • Security & commodity brokers, dealers, exchanges & services
WHEREAS, consistent with the General Partner’s authority to amend the Agreement without the consent of the Limited Partners under Paragraph 18(a), the Agreement shall be amended as follows:
August 8, 2014 Morgan Stanley Smith Barney LLCAaa Capital Energy Fund L.P. • August 13th, 2014 • Security & commodity brokers, dealers, exchanges & services
June 5, 2008Smith Barney Aaa Energy Fund Lp /Ny • March 31st, 2009 • Security & commodity brokers, dealers, exchanges & services
