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This Joinder
Agreement dated as of June 1, 2009 (this “Joinder
Agreement”), by and among Citigroup Managed Futures LLC
(“CMF”), as the general partner or trading manager of,
and on behalf of, the investment funds identified on the schedule
attached as Exhibit A to this agreement (each, a
“Fund” and collectively, the “Funds”),
Citigroup Global Markets Inc. (on behalf of itself and its Smith
Barney division) (“CGMI”) and Morgan Stanley Smith
Barney LLC (the “Joining Party”) amends the Agency
and/or Selling Agreements, as applicable, listed on Exhibit A,
including any annexes thereto to which CGMI is a party (each, an
“Agency Agreement” and collectively, the “Agency
Agreements”), by and among CMF, the Funds, CGMI and the other
parties thereto.
This Joinder
Agreement shall be effective as of the date of the close of the
transaction between Citigroup Inc. and Morgan Stanley resulting in
the formation and commencement of operations of the Joining Party
(the “Joint Venture Closing”). After the Joint Venture
Closing, the Joining Party will be comprised of two channels, the
Smith Barney channel and the Morgan Stanley channel. It is
contemplated that the Funds will be offered by the Smith Barney
channel and not the Morgan Stanley channel until the parties to the
joint venture otherwise agree. The terms and conditions of the
Agency Agreements not specifically modified or amended by this
Joinder Agreement will continue in full force and
effect.
The Joining Party,
CMF, the Funds, and CGMI acknowledge, agree and confirm that, by
their exe
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