AMENDMENT NO. 1 TO ARMA

This document was submitted to the SEC on behalf of MORGAN STANLEY SMITH BARNEY SPECTRUM SELECT LP. The original filing can be found at http://www.sec.gov/Archives/edgar/data/00008737...


Exhibit 10.03(a)

AMENDMENT NO. 1

TO

AMENDED AND RESTATED MANAGEMENT AGREEMENT

WHEREAS, MORGAN STANLEY SMITH BARNEY SPECTRUM SELECT L.P. (formerly known as Dean Witter Spectrum Select L.P.), a Delaware limited partnership (the “Partnership”), CERES MANAGED FUTURES LLC, a Delaware limited liability company (formerly Demeter Management Corporation, the “General Partner”), and SUNRISE CAPITAL MANAGEMENT, INC., a California corporation (the “Trading Advisor”), have agreed to amend the Amended and Restated Management Agreement, dated as of the 1st day of June, 1998 (the “Management Agreement”), among the Partnership, the General Partner, and the Trading Advisor, to reduce the monthly management fee rate payable to the Trading Advisor and to increase the monthly incentive fee rate payable to the Trading Advisor.  Terms used and not otherwise defined herein have the meanings ascribed to such terms in the Management Agreement.

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 amendments set forth below.

NOW, THEREFORE, the parties hereto hereby amend the Management Agreement as follows:

1.           Effective December 1, 2010, Demeter Management LLC (formerly known as Demeter Management Corporation) was merged into Ceres Managed Futures LLC.  In such connection, all references in the Management Agreement to the “General Partner” shall be deemed to mean Ceres Managed Futures LLC.

2.           The monthly management fee rate equal to 1/4 of 1.00% (a 3.00% annual rate) referred to in Section 6(a)(i) of the Management Agreement is hereby reduced to a monthly management fee rate equal to 1/12 of 2.00% (a 2.00% annual rate).

3.           The monthly incentive fee rate equal to 15% referred to in Section 6(a)(ii) of the Management Agreement is hereby increased to a monthly incentive fee rate equal to 20%.

4.           The foregoing amendments shall take effect as of the 1st day of February, 2011.

5.           This Amendment 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.           This Amendment No. 1 shall be governed and construed in accordance with the laws of the State of New York.

IN WITNESS WHEREOF, this Amendment to the Management Agreement has been executed for and on behalf of the undersigned as of the 28th day of December, 2010.

  MORGAN STANLEY SMITH BARNEY SPECTRUM SELECT L.P.  
       

 

By:

Ceres Managed Futures LLC,  
    General Partner  
       

 

By:

/s/ Walter Davis  
    Name:  Walter Davis  
    Title:    President  
       
 

CERES MANAGED FUTURES LLC

 
       

 

By:

/s/ Walter Davis  
    Name:  Walter Davis  
    Title:    President  
       
 

SUNRISE CAPITAL MANAGEMENT, INC.

 
       

 

By:

/s/ Martin P. Klitzner  
    Name:   Martin P. Klitzner  
    Title:     President  
       

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