Amendment to Alternative Investment Selling Agent Agreement between Ceres Managed Futures LLC and Morgan Stanley Smith Barney LLC

Summary

Ceres Managed Futures LLC and Morgan Stanley Smith Barney LLC have agreed to amend their Alternative Investment Selling Agent Agreement, effective October 1, 2014. The amendment replaces Schedules 1 and 2, updating the list of partnerships and the ongoing selling agent fee structure. The agreement confirms that Morgan Stanley Smith Barney LLC will continue to act as a selling agent for Fairfield Futures Fund L.P. II, receiving a 2% annual fee based on the fund's adjusted net assets. Both parties have signed to acknowledge and accept these changes.

EX-10.3(D) 2 d757250dex103d.htm EX-10.3(D) EX-10.3(d)

Exhibit 10.3(d)

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.

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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
Fairfield Futures Fund L.P. II	New York; December 18, 2003	October 1, 2013

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SCHEDULE 2


		PARTNERSHIP		ONGOING SELLING AGENT FEE
		Fairfield 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 that month’s ongoing selling agent fee, management fee, profit share allocation accrual, the general partner’s administrative fee and other expenses and any redemptions or distributions as of the end of such month.