EXHIBIT 1.1
AMENDMENT NO. 3 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, and as further amended by Amendment No. 2 to the Selling Agreement, dated
April 28, 2004 (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" and
each individually, a "Partnership"), Demeter Management Corporation (the
"General Partner"), 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. The initial gross sales credit equal to 4% referenced in clauses (e)
and (f) of Section 5 of the Selling Agreement, is hereby changed to
an initial gross sales credit equal to 3%.
2. The gross sales credit of up to 74% referenced in clauses (e) and
(f) of Section 5 of the Selling Agreement, as amended by Amendment
No. 1 to the Selling Agreement, is hereby changed to a gross sales
credit of up to 84%.
3. The period of payment of continuing compensation commencing with the
fifteenth month referenced in clauses (e) and (f) of Section 5 is
hereby amended to commencing with the thirteenth month.
4. The last sentence of clause (h) of Section 5 of the Selling
Agreement, as amended by Amendment No. 2 to the Selling Agreement,
is deleted in its entirety and replaced with the following:
"All compensation described in Sections 5(e) and 5(f), along with
any other underwriting compensation, including redemption charges
paid to Xxxxxx Xxxxxxx XX, but not including continuing compensation
paid in connection with any Units issued pursuant to a registration
statement filed with the NASD prior to October 12, 2004, will not
exceed 10% of the proceeds received in connection with the issuance
of the Units."
5. The commission not to exceed 4% referenced in clause (i) of Section
5 of the Selling Agreement, is hereby changed to a commission not to
exceed 3%.
6. The continuing compensation of up to 35% referenced in clause (i) of
Section 5 of the Selling Agreement, is hereby changed to a
continuing compensation of up to 28%.
7. Section 6(c) is deleted in its entirety and replaced with the
following:
"All of Xxxxxx Xxxxxxx DW's branch offices will be required to
forward subscriptions to the General Partner's office in New York,
New York in time for their receipt by the General Partner no later
than 3:00 p.m., New York City Time, on the date of the applicable
monthly closing. Subsequent to its review of each Subscription
Agreement, the General Partner will notify Xxxxxx Xxxxxxx XX and
Xxxxxx Xxxxxxx XX shall notify each subscriber by the business day
following its receipt of notice from the General Partner, of the
General Partner's acceptance of all, a portion, or none of the
subscriber's subscription."
8. The last sentence of Section 6(e)(v) is deleted in its entirety and
replaced with the following:
"The General Partner will maintain in its files, located c/o Demeter
Management Corporation, 000 Xxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx
Xxxx 00000, each subscriber's Subscription Agreement for not less
than six years, and Xxxxxx Xxxxxxx will maintain at its respective
branch offices, any other documents disclosing the basis upon which
the determination of suitability was reached for each such
subscriber."
9. The address for Demeter Management Corporation in Section 14 is
hereby amended to: 000 Xxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx
00000, Attn: Xxxxxxx X. Xxxxxxx, President.
10. The address for Xxxxxx Xxxxxxx XX Inc. in Section 14 is hereby
amended to: 000 Xxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000,
Attn: Xxxxxxx X. Xxxxxxx, Managing Director.
11. The foregoing amendments shall take effect as of the 1st day of July
2005.
IN WITNESS WHEREOF, this Amendment to the Amended and Restated
Selling Agreement has been executed for and on behalf of the undersigned as of
the 15th day of July 2005.
Accepted and Agreed: XXXXXX XXXXXXX CHARTER XXXXXX X.X.
XXXXXX XXXXXXX XX INC. By: Demeter Management Corporation,
General Partner
By: /s/ Xxxxxxx X. Xxxxxxx By: /s/ Xxxxxxx X. Xxxxxxx
----------------------------- ----------------------------------
Name: Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx
Title: Managing Director Title: President
XXXXXX XXXXXXX CHARTER MILLBURN L.P.
By: Demeter Management Corporation,
General Partner
By: /s/ Xxxxxxx X. Xxxxxxx
----------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: President
XXXXXX XXXXXXX CHARTER MSFCM L.P.
By: Demeter Management Corporation,
General Partner
By: /s/ Xxxxxxx X. Xxxxxxx
----------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: President
XXXXXX XXXXXXX CHARTER XXXXXXXX X.X.
By: Demeter Management Corporation,
General Partner
By: /s/ Xxxxxxx X. Xxxxxxx
----------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: President
DEMETER MANAGEMENT CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxx
---------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: President
