APPENDIX A Amended and Restated Limited Partnership AgreementLimited Partnership Agreement • May 24th, 2010 • Fairfield Futures Fund Lp Ii • Commodity contracts brokers & dealers • New York
This Amended and Restated Limited Partnership Agreement, dated as of May 19, 2010 (this “Agreement”), is by and among Ceres Managed Futures LLC (formerly, Citigroup Managed Futures LLC)(the “General Partner”), Graham Capital Management, L.P. (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, the Initial Limited Partner and 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 Limited Partnership Agreement dated as of December 18, 2003 (the “Prior Agreement”) by and among the General Partner, the Special Limited Partner, David J. Vogel (the “Initial Limited Partner”) and the other limited partners party thereto.
EXHIBIT 10.4 SUBSCRIPTION AGREEMENT Please check here if employed by Citigroup Global Markets Inc. or an affiliate. _______ SMITH BARNEY ACCOUNT NO.: CITIGROUP FAIRFIELD FUTURES FUND L.P. II (a New York limited partnership) SUBSCRIPTION AGREEMENT...Subscription Agreement • April 29th, 2005 • Citigroup Fairfield Futures Fund Lp Ii • New York
ALTERNATIVE INVESTMENT SELLING AGENT AGREEMENTSelling Agent Agreement • November 14th, 2013 • Fairfield Futures Fund Lp 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.
APPENDIX B — SUBSCRIPTION AGREEMENTSubscription Agreement • November 16th, 2009 • Fairfield Futures Fund Lp Ii • Commodity contracts brokers & dealers • New York
EXHIBIT 10.1 MANAGEMENT AGREEMENT This AGREEMENT is made as of the 31 day of December, 2003 (this "Agreement") among CITIGROUP MANAGED FUTURES LLC, a Delaware limited liability company ("CMF" or the "General Partner"), CITIGROUP FAIRFIELD FUTURES FUND...Management Agreement • April 29th, 2005 • Citigroup Fairfield Futures Fund Lp Ii • New York
EXHIBIT 10.2 CUSTOMER AGREEMENT CITIGROUP FAIRFIELD FUTURES FUND L.P. II This Customer Agreement made and entered into as of the 12th day of January 2004, by and among Citigroup Fairfield Futures Fund L.P. II, a New York limited partnership (the...Customer Agreement • April 29th, 2005 • Citigroup Fairfield Futures Fund Lp Ii
EXHIBIT 3.2 LIMITED PARTNERSHIP AGREEMENT This Limited Partnership Agreement, dated as of December 18, 2003 (this "Agreement"), is by and among Citigroup Managed Futures LLC, 399 Park Avenue - 7th Floor, New York, New York 10022 (the "General...Limited Partnership Agreement • April 29th, 2005 • Citigroup Fairfield Futures Fund Lp Ii • New York
EXHIBIT 10.3 AGENCY AGREEMENT CITIGROUP FAIRFIELD FUTURES FUND L.P. II (A NEW YORK LIMITED PARTNERSHIP) UNITS OF LIMITED PARTNERSHIP INTEREST January 12, 2004 Citigroup Global Markets Inc. 399 Park Avenue - 7th floor New York, New York 10022 Re:...Agency Agreement • April 29th, 2005 • Citigroup Fairfield Futures Fund Lp Ii • New York
AMENDMENT NO. 1 TO THE MANAGEMENT AGREEMENTManagement Agreement • May 14th, 2014 • Fairfield Futures Fund Lp Ii • Commodity contracts brokers & dealers
This AMENDMENT No. 1 dated as of the 1st day of April, 2014 to the MANAGEMENT AGREEMENT made as of the 31st day of December, 2003, (the “Management Agreement”), among CERES MANAGED FUTURES LLC (formerly CITIGROUP MANAGED FUTURES LLC), a Delaware limited liability company (“CMF”), FAIRFIELD FUTURES FUND L.P. II (formerly CITIGROUP FAIRFIELD FUTURES FUND L.P. II), a New York limited partnership (the “Partnership”) and GRAHAM CAPITAL MANAGEMENT, L.P., a Delaware Limited Partnership (the “Advisor”) (all parties together, the “Parties”). Capitalized terms not defined herein have the meaning ascribed to such terms in the Management Agreement.
August 8, 2014 Morgan Stanley Smith Barney LLCAlternative Investment Selling Agent Agreement • August 14th, 2014 • Fairfield Futures Fund Lp Ii • Commodity contracts brokers & dealers
JOINDER AGREEMENTJoinder Agreement • August 14th, 2009 • Citigroup Fairfield Futures Fund Lp 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.
April 7, 2014 Morgan Stanley Smith Barney LLCAlternative Investment Selling Agent Agreement • May 14th, 2014 • Fairfield Futures Fund Lp Ii • Commodity contracts brokers & dealers
