PLACEMENT AGENT AGREEMENT
This Alternative Investment Placement Agent Agreement ("Agreement") is dated as of April 1, 2014, by and among each of the
Delaware limited partnerships listed on Schedule 1 hereto (each, a "Partnership," and together, the "Partnerships"), Ceres Managed Futures LLC, a Delaware limited liability company (the "General Partner"), and
Morgan Stanley Smith Barney LLC, a Delaware limited liability company, currently doing business as Morgan Stanley Wealth Management ("MSSB"). Partnerships may be added to this Agreement upon the agreement of the General Partner and MSSB.
The listing of such partnership on Schedule 1 hereto shall be evidence of such agreement. This Agreement supersedes all prior agreements between each Partnership, MSSB and the General Partner, including, but not limited to, those listed on
Schedule 2 hereto.
WHEREAS, the offering and sale of units of limited partnership or other interests in the Partnerships
("Interests" or "Units") in accordance with the terms of each Partnerships private placement offering memorandum and disclosure document, including any supplements thereto approved by the applicable Partnership (each, a
"Memorandum"), each Partnerships subscription/exchange agreements (the "Subscription Agreements") and certain other investor materials or supplements approved for use or prepared by each Partnership, including without
limitation the summary information contained in certain related marketing materials, all as amended from time to time (collectively, the "Offering Documents"), and each Partnerships organizational documents (as amended or
supplemented from time to time, "Organizational Documents") (collectively, "Offering Materials") is exempt from the registration requirements of the Securities Act of 1933, as amended ("Securities Act"), pursuant to
Section 4(a)(2) and Rule 506 of Regulation D promulgated thereunder;
WHEREAS, the Partnerships desire to retain MSSB as a placement
WHEREAS, MSSB desires to be so retained and to assist, as placement agent, in the offer and sale of the Interests.
NOW, THEREFORE, in consideration of the promises and the mutual agreements hereinafter contained and other good and valuable consideration the
value of which is hereby acknowledged, the parties hereto hereby agree as follows: