Notice of Reduction in Selling Agent and Upfront Fees – Ceres Managed Futures LLC, Managed Futures Premier Warrington L.P., and Robert W. Baird & Co. Incorporated
Ceres Managed Futures LLC, as general partner of Managed Futures Premier Warrington L.P., notifies Robert W. Baird & Co. Incorporated of a reduction in the ongoing selling agent fee and upfront fee, effective April 1, 2014. The selling agent fee for Class A and Class D unit holders will decrease, and the upfront fee for units sold by the Placement Agent will also be reduced. Robert W. Baird & Co. acknowledges and accepts these changes by signing the notice.
EXHIBIT 10.8(b)
Ceres Managed Futures LLC
522 Fifth Ave, 14th Floor
New York, New York 10036
March 28, 2014
Robert W. Baird & Co. Incorporated
777 E. Wisconsin Avenue
Milwaukee, WI 53202
Attention: Dayna M. Kleinman
Re: | Reduction in Selling Agent Fee |
Ladies and Gentlemen:
Pursuant to paragraph 10(d) of the Placement Agent Agreement and paragraph 2(d) of the Services Agreement, each dated January 6, 2011, between, among others, Managed Futures Premier Warrington L.P. (formerly, Warrington Fund L.P.) (the Fund) and Robert W. Baird & Co. Incorporated (the Placement Agent), Ceres Managed Futures LLC, the Funds general partner, is hereby notifying the Placement Agent that the monthly ongoing selling agent fee (the Selling Agent Fee) will be reduced (the Notice).
Effective April 1, 2014, the Selling Agent Fee paid by the Fund to Morgan Stanley Smith Barney LLC, currently doing business as Morgan Stanley Wealth Management, will be reduced for (i) Class A unit holders from an annual rate of 3.75% to an annual rate of 2.50% of the adjusted net assets of Class A units and (ii) Class D unit holders from an annual rate of 1.50% to an annual rate of 1.25% of the adjusted net assets of Class D units.
Furthermore, effective April 1, 2014, any upfront fee paid to the Placement Agent attributable to units sold by the Placement Agent will also be reduced to a rate of 2.00% of the subscription amount of the limited partnership interests to which it applies (the Upfront Fee Notice and, together with the Selling Agent Fee Notice, the Notices).
By signing below the Placement Agent hereby acknowledges and accepts receipt of the Notices and agrees to the terms herein.
If the foregoing is in accordance with your understanding of our discussions, kindly sign and return to us a counterpart hereof (by mail, facsimile or email) as soon as possible.
Sincerely, | ||||
CERES MANAGED FUTURES LLC | ||||
By: | /s/ Alper Daglioglu | |||
Name: | Alper Daglioglu | |||
Title: | President and Director | |||
MANAGED FUTURES PREMIER WARRINGTON L.P. | ||||
By: Ceres Managed Futures LLC, its general partner | ||||
By: | /s/ Alper Daglioglu | |||
Name: | Alper Daglioglu | |||
Title: | President and Director |
Agreed to, acknowledged and accepted: | ||
ROBERT W. BAIRD & CO. INCORPORATED | ||
By: | /s/ Dayna Kleinman | |
Name: | Dayna Kleinman | |
Title: | FVP Sr. Product Manager |