Amendment No. 2 to Management Agreement among Ceres Managed Futures LLC, Morgan Stanley Smith Barney Spectrum Select L.P., and Graham Capital Management, L.P.
This amendment, effective February 1, 2019, updates the management agreement between Ceres Managed Futures LLC, Morgan Stanley Smith Barney Spectrum Select L.P., and Graham Capital Management, L.P. It reduces the management fee to an annual rate of 1.35% and changes the incentive fee to 18% of trading profits, with payment terms specified. The amendment is governed by New York law and is executed by all parties involved.
Exhibit 10.1
AMENDMENT NO. 2 TO THE MANAGEMENT AGREEMENT
This AMENDMENT dated January 29, 2019 to the MANAGEMENT AGREEMENT made as of January 1, 2004, as amended April 1, 2014 (the Management Agreement), by and among CERES MANAGED FUTURES LLC, a Delaware limited liability company (CMF), MORGAN STANLEY SMITH BARNEY SPECTRUM SELECT L.P., a Delaware limited partnership (the Partnership) and GRAHAM CAPITAL MANAGEMENT, L.P., a Delaware limited partnership (the Advisor, and together with CMF and the Partnership, the Parties).
W I T N E S S E T H:
WHEREAS, CMF allocates, from time to time, a certain amount of the assets of the Partnership to the Advisor to trade pursuant to the Management Agreement; and
WHEREAS, the Parties wish to amend the Management Agreement to reflect (i) a reduction in the management fee paid under Section 6 and (ii) a reduction in the incentive fee and change in the frequency of the payment of the incentive fee under Section 6(a)(ii).
NOW, THEREFORE, the parties agree as follows:
1. The monthly management fee rate referred to in the Section entitled Fees in the Management Agreement is hereby reduced to a monthly management fee rate equal to 1/12 of 1.35% (a 1.35% annual rate).
2. The language in Section 6(a)(ii) is hereby deleted in its entirety and replaced with the following:
The annual incentive fee equal to 18% of the Trading Profits (as defined in Section 6(d)) experienced by the Partnership as of the end of each such period, payable on a non-netted basis vis-à-vis other trading advisor(s) or the Partnership.
3. This Amendment No. 2 shall take effect as of the 1st day of February, 2019.
4. This Amendment No. 2 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.
5. This Amendment No. 2 shall be governed and construed in accordance with the laws of the State of New York.
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IN WITNESS WHEREOF, this Amendment has been executed for and on behalf of the undersigned as of the date first written above.
| MORGAN STANLEY SMITH BARNEY SPECTRUM SELECT L.P. | |||||
By: | Ceres Managed Futures LLC | |||||
(General Partner) | ||||||
By | /s/ Patrick T. Egan | |||||
| ||||||
Patrick T. Egan President & Director | ||||||
CERES MANAGED FUTURES LLC | ||||||
By | /s/ Patrick T. Egan | |||||
| ||||||
Patrick T. Egan President & Director | ||||||
GRAHAM CAPITAL MANAGEMENT, L.P. | ||||||
By | /s/ Paul Sedlack | |||||
| ||||||
Paul Sedlack COO |
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