0000925263-14-000002 Sample Contracts

AMENDED AND RESTATED ADVISORY AGREEMENT
Advisory Agreement • March 28th, 2014 • Morgan Stanley Smith Barney Spectrum Strategic Lp • Real estate investment trusts • New York
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AMENDED AND RESTATED MANAGEMENT AGREEMENT
Management Agreement • March 28th, 2014 • Morgan Stanley Smith Barney Spectrum Strategic Lp • Real estate investment trusts • New York

This AMENDED AND RESTATED MANAGEMENT AGREEMENT, dated December 3, 2013 and effective as of the 1st day of September, 2013, is by and among CERES MANAGED FUTURES LLC, a Delaware limited liability company (“CMF”), MORGAN STANLEY SMITH BARNEY SPECTRUM STRATEGIC L.P., a Delaware limited partnership (the “Partnership”) and PGR Capital LLP, a United Kingdom limited liability partnership (“PGR” or the “Advisor,” and together with CMF and the Partnership, the “Parties”). This Agreement amends and restates the Management Agreement dated as of December 1, 2011 (the “Existing Agreement”) by and among the Parties.

AMENDMENT NO. 1 TO MANAGEMENT AGREEMENT
Management Agreement • March 28th, 2014 • Morgan Stanley Smith Barney Spectrum Strategic Lp • Real estate investment trusts

WHEREAS, MORGAN STANLEY SMITH BARNEY SPECTRUM STRATEGIC L.P., a Delaware limited partnership (the “Partnership”), CERES MANAGED FUTURES LLC, a Delaware limited liability company (“CMF”), and AVENTIS ASSET MANAGEMENT, LLC, a California limited liability company (the “Advisor”), have agreed to amend the Management Agreement (the “Management Agreement”), dated as of December 1, 2011, among the Partnership, CMF and the Advisor, to reduce the monthly management fee rate payable to the Advisor. Capitalized terms used and not otherwise defined herein have the meanings ascribed to such terms in the Management Agreement.

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