DESCRIPTION OF UNITS OF
LIMITED PARTNERSHIP INTEREST
The following description summarizes certain terms of units of limited partnership interest of Ceres Classic L.P. (formerly, Managed Futures Premier Graham L.P.) (the Partnership). As of December 31, 2020, the Partnership had two classes of limited partnership interest units registered under Section 12 of the Securities Exchange Act of 1934, as amended: A and Z.
This description does not purport to be complete and is qualified in its entirety by reference to the Ninth Amended and Restated Limited Partnership Agreement of the Partnership, dated as of November 23, 2020 (the Partnership Agreement), as amended or restated from time to time, which is incorporated by reference as an exhibit to the Annual Report on Form 10-K of which this Exhibit is a part. We encourage you to read the Partnership Agreement and the applicable provisions of Delaware law for additional information.
Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Annual Report on Form 10-K to which this Description of Units of Limited Partnership Interest is attached as an exhibit.
Description of the Units
Units of limited partnership interest (the Units) are offered as of the first day of each month (a Subscription Date) at the final net asset value per Unit as of the last day of the immediately preceding month (the Valuation Date). A Limited Partner will initially receive Class A Units in the Partnership; provided, that certain investors (other than ERISA/IRA investors) who subscribe for Units on a consulting basis, the General Partner and certain employees of Morgan Stanley and/or its subsidiaries (and their family members) may be designated to hold Class Z Units (along with Class A, each, a Class and collectively, the Classes). Class Z Units are not subject to an ongoing placement agent fee. The Partnership previously offered Units in Class D; however, no Limited Partners hold Class D Units as of the date hereof, and Class D Units are no longer offered. Each of Class A and Z Units of the Partnership have the same investment exposure and rights except for the amount of the ongoing placement agent fee charged to each Class of Units; however, Class Z Units are not subject to an ongoing placement agent fee.
No distributions have been made by the Partnership since it commenced trading operations on March 1, 1999. The General Partner has sole discretion to decide what distributions, if any, will be made to limited partners. The General Partner does not intend to declare distributions in the foreseeable future.
Generally, a limited partner may redeem some or all of his or her Units as of the last business day of any month (a Redemption Date) by requesting that his or her financial advisor or private wealth advisor provide a request for redemption to the General Partner by no later than 3:00 p.m. New York City time, on the third business day before the end of the month, at the final net asset value per Unit on the Redemption Date.
The General Partner may, in its sole discretion, permit redemptions by limited partners in any amount at any time. There are no redemption charges. The General Partner endeavors to pay all redemptions within 10 business days after the applicable Redemption Date. The General Partner may suspend redemptions in certain circumstances.
Other than Limited Partners holding Class Z Units, Limited Partners in the Partnership will receive Class A Units in the Partnership.
Limited Partners holding Class Z Units who are Consulting Clients will not be converted to Class A Units unless their Consulting Agreement is terminated, in which case they will be converted to Class A Units as of the first business day of the month immediately following the month during which the Consulting Agreement terminates. Notwithstanding the foregoing, if any such former Consulting Client is an employee of Morgan Stanley or a subsidiary and remains a Limited Partner, such employee may continue to hold Class Z Units.