Limited Partnership Agreement [Amended and Restated No. 6] (2015)Full Document 

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Sixth Amended and Restated Limited Partnership Agreement

of Managed Futures Premier Warrington L.P.

This Sixth Amended and Restated Limited Partnership Agreement (this "Agreement"), effective as of the close of business on March 31, 2015, is by and among Warrington GP, LLC (the "General Partner"), Warrington SLP, LP (the "Special Limited Partner"), Warrington Asset Management LLC (the "Advisor") 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 who are limited partners 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 Fifth Amended and Restated Limited Partnership Agreement dated as of January 30, 2012, as amended by Amendment No. 1 to the Fifth Amended and Restated Limited Partnership Agreement executed on November 30, 2012 and Amendment No. 2 to the Fifth Amended and Restated Limited Partnership Agreement executed on March 20, 2015 (collectively, the "Prior Agreement").

W I T N E S S E T H :

WHEREAS, on November 28, 2005, Managed Futures Premier Warrington L.P. (formerly Warrington Fund L.P. and Smith Barney Warrington Fund L.P.) (the "Partnership") was formed for the purpose of trading in commodity interests, as described in Paragraph 3 hereof, pursuant to the Partnership’s limited partnership agreement, dated as of November 28, 2005, as last amended by the Prior Agreement;

WHEREAS, the General Partner has deemed it advisable to amend and restate the Prior Agreement in its entirety to (i) reflect the changes made in the Amendments to the Fifth Amended and Restated Limited Partnership Agreement; (ii) more fully describe the determination and allocation of the selling/services agent fees (previously included in "brokerage charges" and collectively referred to herein as, the "ongoing selling agent fees") consistent with the Private Placement Offering Memorandum and Disclosure Document (the "Memorandum"); and (iii) make other conforming changes; and

WHEREAS, the General Partner, consistent with the requirements of Paragraph 18(a) of this Agreement, has determined that such amendments are advisable, among other things, to make this Agreement more consistent with the Memorandum, and are not adverse to, and do not require the consent of, the Limited Partners.

NOW, THEREFORE, in consideration of the mutual premises and agreements herein made and intending to be legally bound hereby, the parties hereto agree to amend and restate the Prior Agreement in its entirety as follows:

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1. Formation and Name.

The Partnership was formed as a limited partnership under the New York Revised Uniform Limited Partnership Act (the "Partnership Act") on November 28, 2005. The name of the limited partnership is Managed Futures Premier Warrington L.P. The General Partner has executed and filed a Certificate of Limited Partnership in accordance with the provisions of the Partnership Act and shall execute, file, record and publish, as appropriate, such amendments, restatements and other documents as are or become necessary or advisable, as determined by the General Partner.

2. Principal Office.

The principal office of the Partnership is such place as designated by the General Partner in the Certificate of Limited Partnership, as last amended.

3. Business.

(a) The Partnership’s business and purpose is to trade, buy, sell or otherwise acquire, hold or dispose of interests, directly or indirectly, in commodities of all descriptions (including futures contracts, commodity options, forward contracts and any other rights or interests pertaining thereto). The objective of the Partnership business is appreciation of its assets through speculative trading.

(b) The Partnership shall not:

(1) engage in the pyramiding of its positions by using unrealized profits on existing positions as margin for the purchase or sale of additional positions in the same or related commodities;

(2) utilize borrowings, except short-term borrowings, if the Partnership takes delivery of cash commodities; or

(3) permit the churning of its account.

(c) The Partnership shall make no loans. Assets of the Partnership will not be commingled with assets of any other entity. Deposit of assets with a commodity broker or dealer as margin shall not constitute commingling.

4. Term, Dissolution and Fiscal Year.

(a) Term. The term of the Partnership commenced on the date the Certificate of Limited Partnership was filed in the office of the Secretary of State, State of New York, and shall end as soon as practicable upon the first to occur of the following: (1) December 31, 2025; (2) receipt by the General Partner of an election to dissolve the Partnership at a specified time by Limited Partners owning more than 50% of all Classes (as defined below) of units of limited partnership interest in the Partnership ("Units" or "Units of Limited Partnership Interest") then outstanding, notice of which is sent by registered mail to the General Partner not less than 90 days prior to the effective date of such dissolution; (3) assignment by the General Partner of all of its interest in the Partnership, withdrawal, removal, bankruptcy or any other event that causes the

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General Partner to cease to be a general partner under the Partnership Act (unless the Partnership is continued pursuant to Paragraph 18); (4) decline in the Net Asset Value per Unit of Limited Partnership Interest (as defined below) of any Class on any business day after trading to less than $400; or (5) occurrence of any event which shall make it unlawful for the existence of the Partnership to be continued. In addition, the

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