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.
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”).
