AMENDMENT No. 3 TO THE AMENDED AND RESTATED MANAGEMENT AGREEMENTManagement Agreement • January 7th, 2016 • Morgan Stanley Smith Barney Spectrum Select Lp • Real estate investment trusts • New York
This AMENDMENT No. 3 (the “Amendment”), dated effective as of the 1st day of January 2016 to the AMENDED AND RESTATED MANAGEMENT AGREEMENT, dated as of the 1st day of June 1998, among CERES MANAGED FUTURES LLC, a Delaware limited liability company (formerly, Demeter Management Corporation, the “General Partner), MORGAN STANLEY SMITH BARNEY SPECTRUM SELECT L.P. (formerly known as Dean Witter Spectrum Select L.P.), a Delaware limited partnership (the “Partnership”), and EMC CAPITAL ADVISORS, LLC, an Illinois Limited Liability Company (formerly known as EMC Capital Management, Inc), (the “Trading Advisor”), as amended by that certain Amendment No. 1 thereto as of the 1st day of November 2006 and as further amended by that certain Amendment No. 2 thereto as of the 9th day of May 2011 (as so amended, the “Management Agreement”). Capitalized terms not defined herein have the meaning ascribed to such terms in the Management Agreement.
SEVENTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENTLimited Partnership Agreement • January 7th, 2016 • Morgan Stanley Smith Barney Spectrum Select Lp • Real estate investment trusts • Delaware
This Seventh Amended and Restated Agreement of Limited Partnership, made as of January 1, 2016 (this “Agreement”), amends and restates the limited partnership agreement, made as of March 21, 1991, which was previously amended and restated as of August 31, 1993, October 17, 1996, May 31, 1998, February 28, 2000, April 25, 2005 and April 2, 2007, by and among Ceres Managed Futures LLC, a Delaware limited liability company (the “General Partner”), and the other parties who shall execute this Agreement, whether in counterpart, by separate instrument, or otherwise, as limited partners (collectively, “Limited Partners”; the General Partner and Limited Partners may be collectively referred to herein as “Partners”). The definitions of capitalized terms used in this Agreement and not defined where used may be found by reference to the index of defined terms in Section 16.
