EX-10.4(b)



 EXHIBIT 10.4(b) 

AMENDMENT NO. 1 TO THE MANAGEMENT AGREEMENT 

This AMENDMENT No. 1 dated as of the 1st day of April, 2014 to the MANAGEMENT AGREEMENT made as of the 31st day of December, 2003, (the
“Management Agreement”), among CERES MANAGED FUTURES LLC (formerly CITIGROUP MANAGED FUTURES LLC), a Delaware limited liability company (“CMF”), FAIRFIELD FUTURES FUND L.P. II (formerly CITIGROUP FAIRFIELD FUTURES FUND L.P. II),
a New York limited partnership (the “Partnership”) and GRAHAM CAPITAL MANAGEMENT, L.P., a Delaware Limited Partnership (the “Advisor”) (all parties together, the “Parties”). Capitalized terms not defined herein have the
meaning ascribed to such terms in the Management Agreement. 
 W I T N E S S E
T H: 
 WHEREAS, the Partnership currently pays the Advisor a monthly fee for professional management services equal to
2.0% per year of the month-end Net Assets of the Partnership allocated to the Advisor; and 
 WHEREAS, effective as of April 1,
2014, the Parties wish to change the professional management services fee to 1.75% per year; and 
 WHEREAS, the Parties wish to amend
the Management Agreement to reflect this change. 
 NOW, therefore, the Parties agree as follows: 

1. The text of Section 3(a) of the Management Agreement shall be deleted in its entirety and replaced by the following:

 “In consideration of and as compensation for all of the services to be rendered by the Advisor to the Partnership
under this Agreement, the Partnership shall (i) pay the Advisor a monthly fee for professional management services equal to 1/12 of 1.75% (1.75% per year) of the month-end Net Assets of the Partnership allocated to the Advisor; and
(ii) allocate to the Advisor a quarterly profit share allocation (a “Profit Share”) to its capital account in the Partnership equal to 20% of New Trading Profits (as such term is defined in the Limited Partnership Agreement) earned by
the Advisor for the Partnership during each calendar quarter in the form of Units of Limited Partnership Interest (as such term is defined in the Limited Partnership Agreement).” 

2. The foregoing amendment shall take effect as of the 1st day of April, 2014. 

3. In all other respects the Management Agreement remains unchanged and of full force and effect. 







 4. This Amendment No. 1 may be executed in one or more counterparts, each of
which shall be deemed an original but all of which together shall constitute the same agreement. 
 5. This Amendment
No. 1 shall be governed by and construed in accordance with the laws of the State of New York. 
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 IN WITNESS WHEREOF, this Amendment to the Management Agreement has been executed for and on
behalf of the undersigned as of the day and year first above written. 
  

			
	CERES MANAGED FUTURES LLC
		
	By:	 	 /s/ Alper Daglioglu

	Name:	 	Alper Daglioglu
	Title:	 	President and Director
	
	FAIRFIELD FUTURES FUND L. P. II
		
	By:	 	 Ceres Managed Futures LLC
 (General
Partner)

		
	By:	 	 /s/ Alper Daglioglu

	Name:	 	Alper Daglioglu
	Title:	 	President and Director
	
	GRAHAM CAPITAL MANAGEMENT, L.P.
		
	By:	 	 /s/ Robert E. Murray

	Name:	 	Robert E. Murray
	Title:	 	CEO



  
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