APPENDIX C - SUBSCRIPTION AGREEMENT Please check here if employed by Salomon Smith Barney Inc. or an affiliate. ____ SSB Account No.: _________________ SALOMON SMITH BARNEY AAA ENERGY FUND L.P. II (a New York limited partnership) Subscription AgreementSubscription Agreement • May 1st, 2003 • Shlomon Smith Barney Aaa Energy Fund Ii Lp • New York
FOURTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF MANAGED FUTURES PREMIER ENERGY FUND L.P. IILimited Partnership Agreement • January 7th, 2015 • Aaa Capital Energy Fund L.P. Ii • Commodity contracts brokers & dealers • New York
This Fourth Amended and Restated Limited Partnership Agreement (this “Agreement”), 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 Third Amended and Restated Limited Partnership Agreement (the “Prior Agreement”) dated as of May 19, 2010, by and among the General Partner and the limited partners party thereto.
ALTERNATIVE INVESTMENT SELLING AGENT AGREEMENTSelling Agent Agreement • November 14th, 2013 • Aaa Capital Energy Fund L.P. Ii • Commodity contracts brokers & dealers • 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”). This Agreement supersedes all prior agreements between each Partnership, MSSB and the General Partner.
AMENDED AND RESTATED ALTERNATIVE INVESTMENT SELLING AGENT AGREEMENTAlternative Investment Selling Agent Agreement • March 8th, 2016 • Managed Futures Premier Energy Fund L.P. II • Commodity contracts brokers & dealers • 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. II • Commodity contracts brokers & dealers • 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 DERIVATIVESu.s. Treasury Securities Purchase Authorization Agreement • November 4th, 2015 • Managed Futures Premier Energy Fund L.P. II • Commodity contracts brokers & dealers
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.
AAA CAPITAL ENERGY FUND L.P. II SUBSCRIPTION/EXCHANGE AGREEMENT To accompany the Private Placement Offering Memorandum and Disclosure Document dated July 1, 2012. NOT FOR USE AFTER APRIL 1, 2013.Subscription/Exchange Agreement • November 14th, 2012 • Aaa Capital Energy Fund L.P. Ii • Commodity contracts brokers & dealers • New York
Amendment No. 2 to the Fourth Amended and Restated Limited Partnership Agreement of Managed Futures Premier Energy Fund L.P. II dated as of January 1, 2015 and as amended by Amendment No. 1 dated as of December 30, 2015 (the “Agreement”)Limited Partnership Agreement • December 13th, 2017 • Managed Futures Premier Energy Fund L.P. II • Commodity contracts brokers & dealers
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.
APPENDIX BSubscription Agreement • November 16th, 2009 • Aaa Capital Energy Fund L.P. Ii • Commodity contracts brokers & dealers
ADVISORY AGREEMENTAdvisory Agreement • November 16th, 2009 • Aaa Capital Energy Fund L.P. Ii • Commodity contracts brokers & dealers • 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”), SALOMON SMITH BARNEY AAA ENERGY FUND L.P. II, 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 • Citigroup Aaa Energy Fund L.P. Ii • Commodity contracts brokers & dealers • 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.
AMENDED AND RESTATED AGENCY AGREEMENT AAA CAPITAL ENERGY FUND L.P. II (A NEW YORK LIMITED PARTNERSHIP) UNITS OF LIMITED PARTNERSHIP INTEREST November 11, 2009Agency Agreement • November 16th, 2009 • Aaa Capital Energy Fund L.P. Ii • Commodity contracts brokers & dealers • New York
Exhibit 10.1(a) Citigroup Managed Futures LLC 399 Park Avenue, 7th Floor New York, New York 10022 June 13, 2003 AAA Capital Management Inc. 5051 Westheimer - Suite 2100 Houston, Texas 77056 Attention: Mr. Anthony Annunziato Re: Management Agreement...Management Agreement • August 12th, 2003 • Salomon Smith Barney Aaa Energy Fund Ii Lp • Commodity contracts brokers & dealers
AGENCY AGREEMENT SALOMON SMITH BARNEY AAA ENERGY FUND L.P. II (A NEW YORK LIMITED PARTNERSHIP) UNITS OF LIMITED PARTNERSHIP INTEREST May 31, 2002 Salomon Smith Barney Inc. 390 Greenwich Street New York, New York 10013 Re: Salomon Smith Barney AAA...Agency Agreement • May 1st, 2003 • Shlomon Smith Barney Aaa Energy Fund Ii Lp • New York
CUSTOMER AGREEMENT SALOMON SMITH BARNEY AAA ENERGY FUND L.P. II This Customer Agreement made and entered into as of the 31st day of May 2002, by and among SALOMON SMITH BARNEY AAA ENERGY FUND L.P. II, a New York limited partnership (the...Customer Agreement • May 1st, 2003 • Shlomon Smith Barney Aaa Energy Fund Ii Lp
MANAGEMENT AGREEMENTManagement Agreement • January 7th, 2015 • Aaa Capital Energy Fund L.P. Ii • Commodity contracts brokers & dealers • 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. II, a New York limited partnership (the “Partnership”) and PAN CAPITAL MANAGEMENT, LP, a Texas limited partnership (the “Advisor” or “Pan”).
Exhibit 10.1 AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF SALOMON SMITH BARNEY AAA ENERGY FUND L.P. II This Amended and Restated Limited Partnership Agreement (this "Agreement"), dated and effective as of January 9, 2007, is by and among...Limited Partnership Agreement • January 16th, 2007 • Salomon Smith Barney Aaa Energy Fund Ii Lp • Commodity contracts brokers & dealers • New York
June 11, 2004Management Agreement • March 16th, 2005 • Salomon Smith Barney Aaa Energy Fund Ii Lp • Commodity contracts brokers & dealers
ALTERNATIVE INVESTMENT SELLING AGENT AGREEMENTAlternative Investment Selling Agent Agreement • March 28th, 2014 • Aaa Capital Energy Fund L.P. Ii • Commodity contracts brokers & dealers • 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.
A-1Limited Partnership Agreement • May 1st, 2003 • Shlomon Smith Barney Aaa Energy Fund Ii Lp • New York
ADVISORY AGREEMENT AGREEMENT made as of the 31st day of May 2002 among SMITH BARNEY FUTURES MANAGEMENT LLC, a Delaware limited liability company ("SBFM"), SMITH BARNEY AAA ENERGY FUND L.P. II, a New York limited partnership (the "Partnership") and AAA...Advisory Agreement • May 1st, 2003 • Shlomon Smith Barney Aaa Energy Fund Ii Lp • New York
Ceres Managed Futures LLCAlternative Investment Selling Agent Agreement • March 11th, 2015 • Managed Futures Premier Energy Fund L.P. II • Commodity contracts brokers & dealers
June 1, 2011Management Agreement • March 30th, 2012 • Aaa Capital Energy Fund L.P. Ii • Commodity contracts brokers & dealers
Amendment No. 1 to the Fourth Amended and Restated Limited Partnership Agreement of Managed Futures Premier Energy Fund L.P. II dated as of January 1, 2015 (the “Agreement”)Limited Partnership Agreement • January 6th, 2016 • Managed Futures Premier Energy Fund L.P. II • Commodity contracts brokers & dealers
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 LLCAlternative Investment Selling Agent Agreement • August 13th, 2014 • Aaa Capital Energy Fund L.P. Ii • Commodity contracts brokers & dealers
CUSTOMER AGREEMENT SB AAA MASTER FUND LLC This Customer Agreement made and entered into as of the 23rd day of August, 2001, by and among SB AAA MASTER FUND LLC (the "Fund") and SALOMON SMITH BARNEY INC., a Delaware corporation ("SSB"). W I T N E S S E...Customer Agreement • May 1st, 2003 • Shlomon Smith Barney Aaa Energy Fund Ii Lp • New York
