ALTERNATIVE INVESTMENT PLACEMENT AGENT AGREEMENTPlacement Agent Agreement • May 13th, 2014 • Managed Futures Premier Graham L.P. • Commodity contracts brokers & dealers • New York
This Alternative Investment Placement Agent Agreement (“Agreement”) is dated as of April 1, 2014, by and among each of the Delaware 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, including, but not limited to, those listed on Schedule 2 hereto.
AMENDMENT NO. 1 TO MANAGEMENT AGREEMENTManagement Agreement • May 13th, 2014 • Managed Futures Premier Graham L.P. • Commodity contracts brokers & dealers
This AMENDMENT NO. 1 dated as of the 1st day of April, 2014 to the MANAGEMENT AGREEMENT (the “Management Agreement”) made as of November 6, 1998, among MANAGED FUTURES PREMIER GRAHAM L.P. (formerly, Morgan Stanley Dean Witter Charter Graham L.P.), a Delaware limited partnership (the “Partnership”), CERES MANAGED FUTURES LLC (formerly, Demeter Management Corporation), a Delaware limited liability company (“CMF”), and GRAHAM CAPITAL MANAGEMENT, L.P., a Delaware limited partnership (the “Advisor”), to reduce the monthly management fee rate payable to the Advisor. Capitalized terms used and not otherwise defined herein have the meanings ascribed to such terms in the Management Agreement.
