Exhibit 1.01(b)
AMENDMENT NO. 2 TO
XXXXXX XXXXXXX CHARTER SERIES
AMENDED AND RESTATED SELLING AGREEMENT
The Amended and Restated Selling Agreement, dated as of July 29, 2002,
as amended by Amendment No. 1 to the Selling Agreement, dated February 26, 2003
(the "Selling Agreement"), among Xxxxxx Xxxxxxx Charter Xxxxxx X.X. ("Charter
Xxxxxx"), Xxxxxx Xxxxxxx Charter Millburn L.P. ("Charter Millburn"), Xxxxxx
Xxxxxxx Charter MSFCM L.P. ("Charter MSFCM"), Xxxxxx Xxxxxxx Charter Xxxxxxxx
X.X. ("Charter Xxxxxxxx") (collectively, the "Partnerships"), Demeter Management
Corporation, and Xxxxxx Xxxxxxx XX Inc. ("Xxxxxx Xxxxxxx XX") is hereby amended
as set forth below. All provisions contained in the Selling Agreement remain in
full force and effect and are modified only to the extent necessary to provide
for the amendments set forth below. Terms used and not otherwise defined herein
have the meaning ascribed to such term in the Selling Agreement.
1. Charter Xxxxxx plans to offer, sell and issue to the public an
additional 30,000,000 Units, Charter Millburn plans to offer, sell and issue to
the public an additional 2,000,000 Units, Charter MSFCM plans to offer, sell and
issue to the public an additional 18,000,000 Units, and Charter Xxxxxxxx plans
to offer, sell and issue to the public an additional 34,000,000 Units pursuant
to Registration Statements on Form S-1 (SEC File Nos.: 333-113876, 333-113893,
333-113877, and exclusive selling agent to offer and sell the additional Units
on a best efforts basis in accordance with and subject to the terms and
conditions set forth in the Selling Agreement. In such connection, all
references in the Selling Agreement to the "Registration Statement,"
"Prospectus," and "Units" shall be deemed from the date hereof to include the
Registration Statements, Prospectus and Units issued in connection with the
above-referenced registrations of additional Units. All representations,
warranties, and covenants contained in the Selling Agreement shall be deemed to
be repeated on the date hereof.
2. The last sentence in clause (h) of Section 5 of the Selling
Agreement is hereby amended to read: "All compensation described in Sections
5(e) and (f), along with any other underwriting compensation, including
redemption charges paid to Xxxxxx Xxxxxxx XX, will not exceed 10% of the
proceeds received in connection with the issuance of the Units."
IN WITNESS WHEREOF, this Amendment No. 2 to the Selling Agreement has
been executed on the 28th day of April, 2004.
Accepted and Agreed:
XXXXXX XXXXXXX XX INC.
By: /s/ Xxxxxxx X Xxxxxxx
-------------------------------
Xxxxxxx X. Xxxxxxx
Executive Director
XXXXXX XXXXXXX CHARTER XXXXXX X.X.
By: Demeter Management Corporation, General Partner
By: /s/ Xxxxxxx X Xxxxxxx
-------------------------------
Xxxxxxx X. Xxxxxxx
President
XXXXXX XXXXXXX CHARTER MILLBURN L.P.
By: Demeter Management Corporation, General Partner
By: /s/ Xxxxxxx X Xxxxxxx
------------------------------
Xxxxxxx X. Xxxxxxx
President
XXXXXX XXXXXXX CHARTER MSFCM L.P.
By: Demeter Management Corporation, General Partner
By: /s/ Xxxxxxx X Xxxxxxx
------------------------------
Xxxxxxx X. Xxxxxxx
President
XXXXXX XXXXXXX CHARTER XXXXXXXX X.X.
By: Demeter Management Corporation, General Partner
By: /s/ Xxxxxxx X Xxxxxxx
------------------------------
Xxxxxxx X. Xxxxxxx
President
DEMETER MANAGEMENT CORPORATION
By: /s/ Xxxxxxx X Xxxxxxx
------------------------------
Xxxxxxx X. Xxxxxxx
President
