ALTERNATIVE INVESTMENT PLACEMENT AGENT AGREEMENTPlacement Agent Agreement • August 12th, 2014 • Morgan Stanley Smith Barney Charter Campbell Lp • Commodity contracts brokers & dealers • New York
This Alternative Investment Placement Agent Agreement (“Agreement”) is dated as of October 1, 2014, by and among each of the Delaware limited partnerships listed on Schedule 1 hereto (each, a “Partnership,” and together, the “Partnerships”), Ceres Managed Futures LLC, a Delaware limited liability company (the “General Partner”), and Morgan Stanley Smith Barney LLC, a Delaware limited liability company, currently doing business as Morgan Stanley Wealth Management (“MSSB”). Partnerships may be added to this Agreement upon the agreement of the General Partner and MSSB. The listing of such partnership on Schedule 1 hereto shall be evidence of such agreement. This Agreement supersedes all prior agreements between each Partnership, MSSB and the General Partner, including, but not limited to, those listed on Schedule 2 hereto.
AMENDMENT NO. 4 TO THE MANAGEMENT AGREEMENTManagement Agreement • August 12th, 2014 • Morgan Stanley Smith Barney Charter Campbell Lp • Commodity contracts brokers & dealers
WHEREAS, MORGAN STANLEY SMITH BARNEY CHARTER CAMPBELL L.P., a Delaware limited partnership (the “Partnership”), CERES MANAGED FUTURES LLC, a Delaware limited liability company (the “General Partner”), and CAMPBELL & COMPANY, INC., a Maryland corporation (the “Trading Advisor”), have agreed to amend the Management Agreement, by and among the Partnership, the General Partner, and the Trading Advisor, dated as of August 31, 2002, as amended by an Amendment No. 1 to the Management Agreement dated as of July 31, 2003, Amendment No. 2 to the Management Agreement dated as of June 13, 2006, and Amendment No. 3 to the Management Agreement dated as of January 1, 2011 (together, the “Management Agreement”) 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.
