0000873799-14-000002 Sample Contracts

Novation Agreement and Consent
Novation Agreement and Consent • March 28th, 2014 • Morgan Stanley Smith Barney Spectrum Select Lp • Real estate investment trusts • New York

This Novation Agreement and Consent, dated as of September 24, 2013 (the “Agreement”), is by and among EMC Capital Management, Inc. (“EMC Inc.”), EMC Capital Advisors, LLC (“EMC LLC”), Morgan Stanley Smith Barney Spectrum Select L.P. (formerly known as Dean Witter Spectrum Select L.P.) (the “Partnership”) and Ceres Managed Futures LLC (formerly Demeter Management Corporation) (the “General Partner”).

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AMENDMENT NO. 2 TO MANAGEMENT AGREEMENT
Management Agreement • March 28th, 2014 • Morgan Stanley Smith Barney Spectrum Select Lp • Real estate investment trusts

WHEREAS, MORGAN STANLEY SMITH BARNEY SPECTRUM SELECT L.P. (formerly known as Morgan Stanley Dean Witter Spectrum Select L.P.), a Delaware limited partnership (the “Partnership”), CERES MANAGED FUTURES LLC, a Delaware limited liability company (the “General Partner”), and NORTHFIELD TRADING L.P., a Delaware limited partnership (the “Trading Advisor”), have agreed to amend the Amended and Restated Management Agreement (the “Management Agreement”), dated as of May 1, 2001, and as previously amended by Amendment No. 1 (the “Amendment No. 1”), dated as of May 9, 2011, among the Partnership, the General Partner and the Trading Advisor, to reduce the monthly management fee rate payable to the Trading Advisor. Terms used and not otherwise defined herein have the meanings ascribed to such terms in the Management Agreement.

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