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AMENDMENT NO. 6 TO THE MANAGEMENT AGREEMENT
This AMENDMENT NO. 4 dated as of the 1st day of June 2012 to the MANAGEMENT AGREEMENT made as of the 16th day of October, 2006, among MORGAN STANLEY SMITH BARNEY CHARTER ASPECT L.P. (formerly Morgan Stanley Charter Aspect L.P.), a Delaware limited partnership (the “Partnership”), CERES MANAGED FUTURES LLC (formerly Demeter Management Corporation), a Delaware limited liability company (the “General Partner”), and Aspect Capital Limited, a limited liability company registered in England and Wales (the “Trading Advisor”), as previously amended by an Amendment No. 1 to the Management Agreement dated as of December 20, 2006, by an Amendment No. 2 to the Management Agreement dated as of January 29, 2007, by an Amendment No. 3 to the Management Agreement dated as of October 9, 2007, by an Amendment No. 4 to the Management Agreement dated as of December 31, 2008 and by an Amendment No. 5 to the Management Agreement dated as of December 31, 2010 (together the “Management Agreement”).
W I T N E S S E T H:
WHEREAS, the General Partnership, the Partnership and the Trading Advisor wish to amend the Management Agreement to reflect certain changes in fees payable to the Trading Advisor.
NOW, therefore, the parties agree as follows:
1. Section 6(a)(i) of the Management Agreement shall be deleted in its entirety and replaced by the following:
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(i)
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A monthly management fee, without regard to the profitability of the Trading Advisor’s trading for the Partnership’s account, equal to 1/12 of 1.50% (a 1.50% annual rate) of the portion of the Partnership’s “Net Assets” (as defined in Section 7(d)(1) of the Limited Partnership Agreement) as of the opening of business on the first day of each calendar month, commencing with the month in which the Partnership begins to receive trading advice from the Trading Advisor pursuant to this Agreement.
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2. The foregoing amendment shall take effect as of the 1st day of June 2012.
3. For the avoidance of doubt, the foregoing amendment shall not affect the monthly management fee paid by the Partnership to the Trading Advisor pursuant to Section 6(a)(i) of the Management Agreement as in effect prior to the effective date of this Amendment No. 6.
4. In all other respects the Management Agreement remains unchanged and of full force and effect.
5. This Amendment No. 6 may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute the same agreement.
6. Each party represents and warrants, with respect to itself only, that it has taken all action required to be taken in order to authorize and effect this Amendment No. 6. This Amendment No. 6 constitutes a legal, valid and binding and enforceable obligation of each party.
7. This Amendment No. 6 is subject to and shall be construed in accordance with the laws applicable to the Management Agreement and the jurisdiction provisions of the Management Agreement shall apply equally to this Amendment.
THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK
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IN WITNESS WHEREOF, this Amendment has been executed for and on behalf of the undersigned as of the day and year first above written.
CERES MANAGED FUTURES LLC
By
Walter Davis
President
MORGAN STANLEY SMITH BARNEY CHARTER ASPECT L.P.
By: Ceres Managed Futures LLC
(General Partner)
By
Walter Davis
President
ASPECT CAPITAL LIMITED
By
John Wareham
Chief Commercial Officer
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