Diversified Multi-Advisor Futures Fund L.P. Ii Sample Contracts

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AMENDED AND RESTATED MANAGEMENT AGREEMENT
Management Agreement • March 30th, 2012 • Diversified Multi-Advisor Futures Fund L.P. Ii • Real estate investment trusts • New York

This AMENDED AND RESTATED MANAGEMENT AGREEMENT (this “Agreement”), made as of the day of October, 2010, is by and among CERES MANAGED FUTURES LLC (formerly, Citigroup Managed Futures LLC), a Delaware limited liability company (“CMF” or the “General Partner”), DIVERSIFIED MULTI-ADVISOR FUTURES FUND L.P. II (formerly, Smith Barney Diversified Futures Fund L.P. II), a New York limited partnership (the “Partnership”) and CAPITAL FUND MANAGEMENT SA, a French corporation (the “Advisor,” together with the General Partner and the Partnership, the “Parties”). This Agreement amends and restates the Management Agreement dated as of July 3, 2001 (the “Existing Agreement”) by and among the Parties.

Smith Barney Futures Management LLC 388 Greenwich Street, 7th Floor New York, New York 10013-2396 June 11, 2002 Willowbridge Associates Inc. 101 Morgan Lane - Suite 180 Plainsboro, N.J. 08536 Attention: Ms. Bonnie Huff / Ms. Janet Boyer Re: Management...
Management Agreement • March 27th, 2003 • Smith Barney Diversified Futures Fund L P Ii • Real estate investment trusts

We are writing with respect to your management agreements concerning the commodity pools to which reference is made below (the "Management Agreements"). We are extending the term of the Management Agreements through June 30, 2003 and all other provisions of the Management Agreements will remain unchanged.

Smith Barney Futures Management LLC 388 Greenwich Street, 7th Floor New York, New York 10013-2396 June 11, 2002 Capital Fund Management 109-11 Rue V. Hugo 92532 Levallois France Attention: Jean-Pierre Aguilar, CFO Re: Management Agreement Renewals...
Management Agreement • April 11th, 2003 • Smith Barney Diversified Futures Fund L P Ii • Real estate investment trusts

We are writing with respect to your management agreement concerning the commodity pool to which reference is made below (the "Management Agreement"). We are extending the term of the Management Agreement through June 30, 2003 and all other provisions of the Management Agreement will remain unchanged.

Smith Barney Futures Management LLC 388 Greenwich Street, 7th Floor New York, New York 10013-2396 May 31, 2000 John W. Henry & Company, Inc. One Glendinning Place Westport, Ct. 06880 Attn: Ms. Beth Kenton Re: Management Agreement Renewals Dear Ms....
Management Agreement • March 29th, 2001 • Smith Barney Diversified Futures Fund L P Ii • Real estate investment trusts

We are writing with respect to your management agreements concerning the commodity pools to which reference is made below (the "Management Agreements"). We are extending the term of the Management Agreements through June 30, 2001and all other provisions of the Management Agreements will remain unchanged.

ALTERNATIVE INVESTMENT SELLING AGENT AGREEMENT
Selling Agent Agreement • November 14th, 2013 • Diversified Multi-Advisor Futures Fund L.P. Ii • Real estate investment trusts • 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.

June 22, 1998 John W. Henry & Company One Glendinning Place Westport, Ct. 06880 Attn: Ms. Beth Kenton Re: Management Agreement Renewal Smith Barney Diversified Futures Fund L.P. II Dear Ms. Kenton: We are writing with respect to your management...
Management Agreement • March 31st, 1999 • Smith Barney Diversified Futures Fund L P Ii • Real estate investment trusts

We are writing with respect to your management agreement concerning the commodity pool to which reference is made above (the "Management Agreement"). We would like to extend the term of the Management Agreement through June 30, 1999 and make the attached modification on Rider 1. All other provisions of the Management Agreement will remain unchanged.

June 22, 1999 John W. Henry & Company, Inc. One Glendinning Place Westport, Ct. 06880 Attn: Ms. Beth Kenton Re: Management Agreement Renewal Smith Barney Diversified Futures Fund L.P. II Dear Ms. Kenton: We are writing with respect to your management...
Management Agreement • March 29th, 2000 • Smith Barney Diversified Futures Fund L P Ii • Real estate investment trusts

We are writing with respect to your management agreement concerning the commodity pool to which reference is made above (the "Management Agreement"). We are extending the term of the Management Agreement through June 30, 2000 and all other provisions of the Management Agreement will remain unchanged.

JOINDER AGREEMENT
Joinder Agreement • August 14th, 2009 • Smith Barney Diversified Futures Fund L P Ii • Real estate investment trusts • 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.

June 1, 1999 Campbell & Co. Inc. 210 West Pennsylvania Avenue Baltimore, MD 21204 Attention: Ms. Terry Livesey RE: Management Agreement Renewal Smith Barney Diversified Futures Fund L.P. II Dear Ms. Livesey: We are writing with respect to your...
Management Agreement • March 29th, 2000 • Smith Barney Diversified Futures Fund L P Ii • Real estate investment trusts

We are writing with respect to your management agreement concerning the commodity pool to which reference is made above (the "Management Agreement"). We would like to extend the term of the Management Agreement through June 30, 2000 and all other provisions of the Management Agreement will remain unchanged.

May 31, 1996 Chesapeake Capital Corp. 500 Forest Avenue Richmond, Va. 23229 Attention: Mr. John Hoade Re: Management Agreement Renewal Smith Barney Diversified Futures Fund L.P. II Dear Mr. Hoade: We are writing with respect to your management...
Management Agreement • March 30th, 1998 • Smith Barney Diversified Futures Fund L P Ii • Security & commodity brokers, dealers, exchanges & services

We are writing with respect to your management agreement concerning the commodity pool to which reference is made above (the "Management Agreement"). We would like to extend the term of the Management Agreement through June 30, 1997. All other provisions of the Management Agreement will remain unchanged.

Re: Management Agreement Renewals
Management Agreement • March 31st, 2011 • Diversified Multi-Advisor Futures Fund L.P. Ii • Real estate investment trusts

We are writing with respect to your management agreements concerning the commodity pools to which reference is made below (the “Management Agreements”). We are extending the term of the Management Agreements through June 30, 2011 and all other provisions of the Management Agreements will remain unchanged.

AMENDED AND RESTATED MANAGEMENT AGREEMENT
Management Agreement • March 31st, 2011 • Diversified Multi-Advisor Futures Fund L.P. Ii • Real estate investment trusts • New York

This AMENDED AND RESTATED MANAGEMENT AGREEMENT (this “Agreement”), made as of the ___ day of October, 2010, is by and among CERES MANAGED FUTURES LLC (formerly, Citigroup Managed Futures LLC), a Delaware limited liability company (“CMF” or the “General Partner”), CMF CAPITAL FUND MANAGEMENT MASTER FUND L.P., a New York limited partnership (the “Partnership”) and CAPITAL FUND MANAGEMENT SA, a French corporation (the “Advisor,” together with the General Partner and the Partnership, the “Parties”). This Agreement amends and restates the Management Agreement dated as of July 26, 2005 (the “Existing Agreement”) by and among the Parties.

June 22, 1998 Willowbridge Associates Inc. 101 Morgan Lane - Suite 180 Plainsboro, N.J. 07036 Attention: Ms. Theresa Morris Re: Management Agreement Renewal Smith Barney Diversified Futures Fund L.P. II Dear Ms. Morris: We are writing with respect to...
Management Agreement • March 31st, 1999 • Smith Barney Diversified Futures Fund L P Ii • Real estate investment trusts

We are writing with respect to your management agreement concerning the commodity pool to which reference is made above (the "Management Agreement"). We would like to extend the term of the Management Agreement through June 30, 1999 and make the attached modification on Rider 1. Per our recent correspondence to you, the current allocation is 50% to the Argo trading system and 50% to the Vulcan trading system. All other provisions of the Management Agreement will remain unchanged.

June 1, 1999 Willowbridge Associates Inc. 101 Morgan Lane - Suite 180 Plainsboro, N.J. 07036 Attention: Ms. Theresa Morris Re: Management Agreement Renewal Smith Barney Diversified Futures Fund L.P. II Dear Ms. Morris: We are writing with respect to...
Management Agreement • March 29th, 2000 • Smith Barney Diversified Futures Fund L P Ii • Real estate investment trusts

We are writing with respect to your management agreement concerning the commodity pool to which reference is made above (the "Management Agreement"). We would like to extend the term of the Management Agreement through June 30, 2000 and all other provisions of the Management Agreement will remain unchanged.

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June 1, 2011 SandRidge Capital, L.P.
Management Agreement • March 30th, 2012 • Diversified Multi-Advisor Futures Fund L.P. Ii • Real estate investment trusts
Re: Management Agreement Renewals
Management Agreement • March 31st, 2008 • Smith Barney Diversified Futures Fund L P Ii • Real estate investment trusts

We are writing with respect to your management agreements concerning the commodity pools to which reference is made below (the ‘‘Management Agreements’’). We are extending the term of the Management Agreements through June 30, 2008 and all other provisions of the Management Agreements will remain unchanged.

Re: Management Agreement Renewals
Management Agreement • March 30th, 2007 • Smith Barney Diversified Futures Fund L P Ii • Real estate investment trusts

We are writing with respect to your management agreements concerning the commodity pools to which reference is made below (the ‘‘Management Agreements’’). We are extending the term of the Management Agreements through June 30, 2007 and all other provisions of the Management Agreements will remain unchanged.

AMENDMENT NO. 1 TO THE MANAGEMENT AGREEMENT
Management Agreement • May 14th, 2014 • Diversified Multi-Advisor Futures Fund L.P. Ii • Real estate investment trusts

This AMENDMENT NO. 1 dated as of the 1st day of April, 2014 to the MANAGEMENT AGREEMENT made as of the 1st day of July, 2000, (the “Management Agreement”), among CERES MANAGED FUTURES LLC (formerly SMITH BARNEY FUTURES MANAGEMENT LLC), a Delaware limited liability company (“CMF”), DIVERSIFIED MULTI-ADVISOR FUTURES FUND L.P. II (formerly SMITH BARNEY DIVERSIFIED 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.

June 1, 2012
Management Agreement • March 27th, 2013 • Diversified Multi-Advisor Futures Fund L.P. Ii • Real estate investment trusts
Re: Management Agreement Renewal
Management Agreement • March 31st, 2010 • Diversified Multi-Advisor Futures Fund L.P. Ii • Real estate investment trusts

We are writing with respect to your management agreement concerning the commodity pool to which reference is made below (the “Management Agreement”). We are extending the term of the Management Agreement through June 30, 2010 and all other provisions of the Management Agreement will remain unchanged.

August 8, 2014 Morgan Stanley Smith Barney LLC
Alternative Investment Selling Agent Agreement • August 13th, 2014 • Diversified Multi-Advisor Futures Fund L.P. Ii • Real estate investment trusts
Attention: Ms. Audrey L. Gale Re: Management Agreement Renewal Dear Ms. Gale:
Management Agreement • March 31st, 2010 • Diversified Multi-Advisor Futures Fund L.P. Ii • Real estate investment trusts

We are writing with respect to your management agreement concerning the commodity pool to which reference is made below (the “Management Agreement”). We are extending the term of the Management Agreement through June 30, 2010 and all other provisions of the Management Agreement will remain unchanged.

April 7, 2014 Morgan Stanley Smith Barney LLC
Alternative Investment Selling Agent Agreement • May 14th, 2014 • Diversified Multi-Advisor Futures Fund L.P. Ii • Real estate investment trusts
AMENDMENT NO. 1 TO THE MANAGEMENT AGREEMENT
Management Agreement • August 13th, 2014 • Diversified Multi-Advisor Futures Fund L.P. Ii • Real estate investment trusts

This AMENDMENT NO. 1 dated as of the 1st day of July, 2014 to the MANAGEMENT AGREEMENT made as of the 31st day of March, 2008, (the “Management Agreement”), among CERES MANAGED FUTURES LLC (formerly CITIGROUP MANAGED FUTURES LLC), a Delaware limited liability company (“CMF”), DIVERSIFIED MULTI-ADVISOR FUTURES FUND L.P. II (formerly SMITH BARNEY DIVERSIFIED FUTURES FUND L.P. II), a New York limited partnership (the “Partnership”) and ECKHARDT TRADING COMPANY, an Illinois corporation (the “Advisor”) (all parties together, the “Parties”). Capitalized terms not defined herein have the meaning ascribed to such terms in the Management Agreement.

ESCROW AGREEMENT
Escrow Agreement • November 16th, 2009 • Diversified Multi-Advisor Futures Fund L.P. Ii • Real estate investment trusts • 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 Diversified Futures Fund L. P II.” (Escrow Accounts):

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