Amendment No. 1 to Management Agreement among Morgan Stanley Charter Campbell L.P., Demeter Management Corporation, and Campbell & Company, Inc.

Summary

Morgan Stanley Charter Campbell L.P., Demeter Management Corporation, and Campbell & Company, Inc. have agreed to amend their existing Management Agreement. The amendment reduces the annual management fee paid to Campbell & Company, Inc. from 2.75% to 2.65%, effective August 1, 2003. All other terms of the original agreement remain unchanged.

EX-10.04 3 mo684850-ex10_04.txt AMENDMENT NO. 1 TO MANAGEMENT AGREEMENT Exhibit 10.01(a) AMENDMENT NO. 1 TO MANAGEMENT AGREEMENT WHEREAS, MORGAN STANLEY CHARTER CAMPBELL L.P., a Delaware limited partnership (the "Partnership"), DEMETER MANAGEMENT CORPORATION, a Delaware corporation (the "General Partner"), and CAMPBELL & COMPANY, INC., a Maryland corporation (the "Trading Advisor"), have agreed to amend the Management Agreement, dated as of the 31st day of August 2002 (the "Management Agreement"), among the Partnership, the General Partner, and the Trading Advisor, to reduce the monthly management fee payable to the Trading Advisor. WHEREAS, all provisions contained in the Management Agreement remain in full force and effect and are modified only to the extent necessary to provide for the amendment set forth below. NOW, THEREFORE, the parties hereto hereby amend the Management Agreement as follows: 1. The monthly management fee equal to 1/12 of 2.75% (a 2.75% annual rate) referred to in Section 6(a)(i) of the Management Agreement is hereby reduced to a monthly management fee equal to 1/12 of 2.65%. (a 2.65% annual rate). 2. The foregoing change shall take effect as of the 1st day of August 2003. IN WITNESS WHEREOF, this Amendment to the Management Agreement has been executed for and on behalf of the undersigned as of the 31st day of July 2003. MORGAN STANLEY CHARTER CAMPBELL L.P. By: Demeter Management Corporation, General Partner By: /s/ Jeffrey A. Rothman --------------------------------- Name: Jeffrey A. Rothman Title: President DEMETER MANAGEMENT CORPORATION By: /s/ Jeffrey A. Rothman --------------------------------- Name: Jeffrey A. Rothman Title: President CAMPBELL & COMPANY, INC. By: /s/ Theresa D. Becks --------------------------------- Name: Theresa D. Becks Title: Chief Financial Officer