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EXHIBIT 10.10(c)
August 8, 2014
Morgan Stanley Smith Barney LLC
522 Fifth Avenue, 13th Floor
New York, New York 10036
| Re: | Ceres Managed Futures LLC: Amended Schedules 1 and 2 to the Alternative |
Investment Selling Agent Agreement
Ladies and Gentlemen:
Pursuant to paragraph 13(c) of the Alternative Investment Selling Agent Agreement dated November 12, 2013, as amended on March 1, 2014; April 7, 2014 and as further amended from time to time (the “Agreement”), between, among others, Ceres Managed Futures LLC (“CMF”), the general partner of each of the limited partnerships listed on Schedule 1 thereto (each, a “Partnership,” and together, the “Partnerships”), and Morgan Stanley Smith Barney LLC (“MSSB”), CMF is hereby confirming that Schedules 1 and 2 to the Agreement are hereby deleted in their entirety and replaced with Schedules 1 and 2 attached hereto effective as of October 1, 2014.
Notwithstanding anything to the contrary in the Agreement, by signing below MSSB hereby agrees to, acknowledges and accepts the amendment of the Agreement, effective as of October 1, 2014.
If the foregoing is in accordance with your understanding of our discussions, kindly sign and return to us a counterpart hereof (by mail, facsimile or email) as soon as possible.
| Sincerely, | ||||
| CERES MANAGED FUTURES LLC | ||||
| By: | /s/ Alper Daglioglu | |||
| Alper Daglioglu | ||||
| President and Director | ||||
| EACH PARTNERSHIP LISTED ON | ||||
| SCHEDULE 1 HERETO | ||||
| By: | Ceres Managed Futures LLC, the | |||
| general partner of each Partnership | ||||
| By: | /s/ Alper Daglioglu | |||
| Alper Daglioglu | ||||
| President and Director | ||||
| Confirmed, accepted and agreed to: | ||
| MORGAN STANLEY SMITH BARNEY LLC | ||
| By: | /s/ Jeremy Beal | |
| Name: | Jeremy Beal | |
| Title: | Executive Director |
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SCHEDULE 1
| PARTNERSHIP | STATE AND DATE OF ORGANIZATION | EFFECTIVE DATE | ||||||
| Diversified Multi-Advisor Futures Fund L.P. II | New York; May 10, 1994 | October 1, 2013 |
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SCHEDULE 2
| PARTNERSHIP | ONGOING SELLING AGENT FEE | |
| Diversified Multi-Advisor Futures Fund L.P. II | 2.00% per year of the adjusted net assets of the Partnership (computed monthly by multiplying the adjusted net assets of the Partnership by 2.00% and dividing the result thereof by 12)1 |
| 1 | Adjusted net assets are month-end Net Assets increased by the current month’s management fee, ongoing selling agent fee, incentive fee accrual and other expenses and any redemptions or distributions as of the end of such month. |
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