AMENDMENT NO. 1 TO THE AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF MORGAN STANLEY CHARTER GRAHAM L.P.Limited Partnership Agreement • June 4th, 2009 • Morgan Stanley Charter Graham Lp/ • Commodity contracts brokers & dealers
Exhibit 1.01(b) FORM OF AMENDMENT NO. 2 TO MORGAN STANLEY CHARTER SERIES AMENDED AND RESTATED SELLING AGREEMENT The Amended and Restated Selling Agreement, dated as of July 29, 2002, as amended by Amendment No. 1 to the Selling Agreement, dated...Selling Agreement • March 24th, 2004 • Morgan Stanley Charter Graham Lp/ • Commodity contracts brokers & dealers
FORM OF AMENDMENT NO. 1 TO AMENDED AND RESTATED CUSTOMER AGREEMENTCustomer Agreement • October 23rd, 2003 • Morgan Stanley Charter Graham Lp/ • Commodity contracts brokers & dealers
Exhibit 10.01 MANAGEMENT AGREEMENT THIS AGREEMENT, made as of the 6th day of November, 1998 among MORGAN STANLEY DEAN WITTER CHARTER GRAHAM L.P., a Delaware limited partnership (the "Partnership"), DEMETER MANAGEMENT CORPORATION, a Delaware...Management Agreement • May 17th, 1999 • Morgan Stanley Dean Witter Charter Grahm Lp • Security & commodity brokers, dealers, exchanges & services • New York
EXHIBIT 10.03 SECURITIES ACCOUNT CONTROL AGREEMENT SECURITIES ACCOUNT CONTROL AGREEMENT dated as of May 1, 2000 among MORGAN STANLEY DEAN WITTER CHARTER GRAHAM L.P. (the "Lien Grantor"), MORGAN STANLEY & CO. INCORPORATED (the "Secured Party"), and...Securities Account Control Agreement • November 6th, 2001 • Morgan Stanley Dean Witter Charter Grahm Lp • Commodity contracts brokers & dealers • New York
COMMODITY FUTURES CUSTOMER AGREEMENT BETWEEN Morgan Stanley Dean Witter Charter Graham L.P. AND MORGAN STANLEY & CO. INCORPORATEDCommodity Futures Customer Agreement • November 6th, 2001 • Morgan Stanley Dean Witter Charter Grahm Lp • Commodity contracts brokers & dealers • New York
EXHIBIT 10.04(a) FORM OF AMENDED AND RESTATED ESCROW AGREEMENTEscrow Agreement • July 18th, 2000 • Morgan Stanley Dean Witter Charter Grahm Lp • Commodity contracts brokers & dealers • New York
Exhibit 10.04 CARR FUTURES INC. 10 South Wacker Drive, Suite 1100 Chicago, IL 60606 Facsimile (312) 441-4201 INTERNATIONAL FOREIGN EXCHANGE MASTER AGREEMENT MASTER AGREEMENT dated as of November 6, 1998, by and between CARR FUTURES INC., a Delaware...International Foreign Exchange Master Agreement • May 17th, 1999 • Morgan Stanley Dean Witter Charter Grahm Lp • Security & commodity brokers, dealers, exchanges & services • New York
ALTERNATIVE INVESTMENT PLACEMENT AGENT AGREEMENTPlacement Agent Agreement • August 13th, 2014 • Managed Futures Premier Graham L.P. • Commodity contracts brokers & dealers • New York
This Alternative Investment Placement Agent Agreement (“Agreement”) is dated as of October 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.
NINTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENTLimited Partnership Agreement • November 25th, 2020 • Ceres Classic L.P. • Commodity contracts brokers & dealers • Delaware
This Ninth Amended and Restated Agreement of Limited Partnership (the Agreement”), made as of November 23, 2020 (this “Agreement”), amends and restates the limited partnership agreement made as of July 15, 1998, which was previously amended and restated as of March 26, 2002, April 28, 2004, April 25, 2005, April 2, 2007, September 16, 2010, November 30, 2012, January 1, 2016 and December 1, 2017, by and among Ceres Managed Futures LLC, a Delaware limited liability company (the “General Partner”), and the other parties who shall execute this Agreement, whether in counterpart, by separate instrument, or otherwise, as limited partners (collectively “Limited Partners”; the General Partner and Limited Partners may be collectively referred to herein as “Partners”).
Exhibit 10.06 ESCROW AGREEMENTEscrow Agreement • May 17th, 1999 • Morgan Stanley Dean Witter Charter Grahm Lp • Security & commodity brokers, dealers, exchanges & services • New York
FOREIGN EXCHANGE AND OPTIONS MASTER AGREEMENT (FEOMA)Foreign Exchange and Options Master Agreement • November 6th, 2001 • Morgan Stanley Dean Witter Charter Grahm Lp • Commodity contracts brokers & dealers • New York
MORGAN STANLEY & CO. LLC LISTED DERIVATIVESu.s. Treasury Securities Purchase Authorization Agreement • November 4th, 2015 • Managed Futures Premier Graham L.P. • Commodity contracts brokers & dealers
This Agreement governs the service (“Service”) made available to each Fund set forth in Annex A hereto (each such Fund, the “Customer”) by Morgan Stanley & Co. LLC (“MS&Co.”) and is effective as of June 1, 2015. This Agreement is in addition to and supplements Customer’s Commodity Futures Customer Agreement (the “Futures Agreement”). Unless otherwise specified in this Agreement, all capitalized terms used herein shall have the meanings set forth in the Futures Agreement and references herein and in the Futures Agreement to the “Agreement” shall be construed to mean the Futures Agreement as amended and supplemented by this Agreement. Except as otherwise modified by this Agreement, the terms and conditions of the Futures Agreement remain in full force and effect.
CERES MANANGED FUTURES LLC UMB FUND SERVICES, INC. TRANSFER AGENCY AGREEMENTTransfer Agency Agreement • September 8th, 2017 • Managed Futures Premier Graham L.P. • Commodity contracts brokers & dealers • New York
THIS TRANSFER AGENCY AGREEMENT (the “Agreement”) is made as of this 17th day of August, 2017 (the “Effective Date”), by and between each of the entities individually and not jointly, as listed on Schedule A hereto (each a “Fund”, and, collectively, the “Funds”), Ceres Managed Futures LLC, a Delaware limited liability company (the “General Partner” or “CMF”) and UMB Fund Services, Inc., a Wisconsin corporation, its successors and assigns (the “Transfer Agent”).
ESCROW AGREEMENTEscrow Agreement • September 8th, 2017 • Managed Futures Premier Graham L.P. • Commodity contracts brokers & dealers • New York
This ESCROW AGREEMENT (the “Agreement”) is made and entered into this 17th day of August, 2017, by and among each of the entities individually and not jointly, as listed on Schedule A (each, a “Fund” and collectively, the “Funds”), Ceres Managed Futures LLC, a Delaware limited liability company (“CMF” or the “General Partner”), UMB Fund Services, Inc., as recordkeeper (“UMBFS”) and UMB Bank, N.A., a national banking association organized and existing under the laws of the United States of America, as escrow agent (the “Escrow Agent”).
ALTERNATIVE INVESTMENT SELLING AGENT AGREEMENTSelling Agent Agreement • January 25th, 2018 • Managed Futures Premier Graham L.P. • Commodity contracts brokers & dealers • New York
This Alternative Investment Selling Agent Agreement (“Agreement”) is dated as of January 19, 2018 by and among each of the 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 Harbor Investment Advisory LLC, a Maryland Limited Liability Company (“Harbor” or “Selling Agent”). Partnerships may be added to this Agreement upon the agreement of the General Partner and Selling Agent, pursuant to the form of joinder attached as Appendix B to this Agreement. The listing of such partnership on Schedule 1 hereto shall be evidence of such agreement. This Agreement supersedes all prior agreements between each Partnership, Selling Agent and the General Partner.
AMENDED AND RESTATED MANAGEMENT AGREEMENTManagement Agreement • March 25th, 2021 • Ceres Classic L.P. • Commodity contracts brokers & dealers • New York
This AGREEMENT made as of the 3rd day of July, 2014 among CERES MANAGED FUTURES LLC (formerly, Citigroup Managed Futures LLC and Smith Barney Futures Management LLC), a Delaware limited liability company (“CMF”), each fund listed in Schedule A, as such schedule may be updated from time to time in accordance with Paragraph 11 (each, a “CMF Feeder Fund” and collectively, the “CMF Feeder Funds”), CMF WINTON MASTER L.P. (the “Master Fund” and together with the CMF Feeder Funds, each, a “Fund” and collectively, the “Funds”) and WINTON CAPITAL MANAGEMENT LIMITED, a company registered in England and Wales (“Winton” or the “Advisor”).
ALTERNATIVE INVESTMENT SELLING AGENT AGREEMENTAlternative Investment Selling Agent Agreement • November 8th, 2018 • Managed Futures Premier Graham L.P. • Commodity contracts brokers & dealers • New York
This Alternative Investment Selling Agent Agreement (“Agreement”) is dated as of November 1, 2018, by and among each of the 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”), Morgan Stanley Distribution Inc., a corporation incorporated under the laws of the Commonwealth of Pennsylvania (“MSDI” or “Selling Agent”), Harbor Investment Advisory, LLC, a Maryland limited liability company (“Harbor” or “Sub-Selling Agent”). Partnerships may be added to this Agreement upon the agreement of the General Partner, Selling Agent and Sub-Selling Agent, pursuant to the form of joinder attached as Appendix B to this Agreement. The listing of such partnership on Schedule 1 hereto shall be evidence of such agreement. This Agreement supersedes and replaces the Alternative Investment Selling Agent Agreement, dated January 19, 2018, between each Partnership, Gene
FORM OF AMENDMENT NO. 3 TO CUSTOMER AGREEMENTCustomer Agreement • September 2nd, 2008 • Morgan Stanley Charter Graham Lp/ • Commodity contracts brokers & dealers
WHEREAS, MORGAN STANLEY CHARTER GRAHAM L.P., a Delaware limited partnership (the “Customer”), and MORGAN STANLEY & CO. INCORPORATED, formerly Morgan Stanley DW Inc., a Delaware corporation (the “Commodity Broker”), have agreed to amend the Customer Agreement, dated as of the 13th day of November 2000, as amended and supplemented from time to time, (the “Customer Agreement”), by and between the Customer and the Commodity Broker, to reflect the merger of Morgan Stanley DW Inc. into Morgan Stanley & Co. Incorporated, and to amend the rate of interest income credited to the Customer’s account by the Commodity Broker. Terms used and not otherwise defined herein have the meanings ascribed to such terms in the Customer Agreement.
FORM OF RESIGNATION AND APPOINTMENT OF NEW ESCROW AGENTEscrow Agreement • March 19th, 2007 • Morgan Stanley Charter Graham Lp/ • Commodity contracts brokers & dealers
Pursuant to Section 4(j) of the Escrow Agreement, the Resigning Escrow Agent hereby notifies the Parties of its resignation as Escrow Agent, effective as of the close of business on the date hereof (the “Effective Time”).
AMENDMENT NO. 4 TO MORGAN STANLEY CHARTER SERIES AMENDED AND RESTATED SELLING AGREEMENTSelling Agreement • April 3rd, 2006 • Morgan Stanley Charter Graham Lp/ • Commodity contracts brokers & dealers
The Amended and Restated Selling Agreement, dated as of July 29, 2002, as amended by Amendment No. 1 to the Amended and Restated Selling Agreement, dated February 26, 2003, as amended by Amendment No. 2 to the Amended and Restated Selling Agreement, dated April 28, 2004 and as further amended by Amendment No. 3 to the Amended and Restated Selling Agreement, dated July 15, 2005 (the “Selling Agreement”), among Morgan Stanley Charter Graham L.P. (“Charter Graham”), Morgan Stanley Charter Millburn L.P. (“Charter Millburn”), Morgan Stanley Charter MSFCM L.P. (“Charter MSFCM”), (collectively, the “Partnerships” and each individually, a “Partnership”), Demeter Management Corporation (the “General Partner”), and Morgan Stanley DW Inc. (“Morgan Stanley DW”) is hereby amended as set forth below. All provisions contained in the Selling Agreement remain in full force and effect and are modified only to the extent necessary to provide for the amendments set forth below. Terms used and not otherwis
Exhibit 10.05(b) AMENDMENT NO.2 TO AMENDED AND RESTATED CUSTOMER AGREEMENT WHEREAS, MORGAN STANLEY CHARTER GRAHAM L.P., a Delaware limited partnership (the "Customer"), and MORGAN STANLEY DW INC., a Delaware corporation ("Morgan Stanley DW"), have...Customer Agreement • August 12th, 2005 • Morgan Stanley Charter Graham Lp/ • Commodity contracts brokers & dealers
Exhibit 10.05(b) AMENDMENT NO.2 TO AMENDED AND RESTATED CUSTOMER AGREEMENT WHEREAS, MORGAN STANLEY CHARTER GRAHAM L.P., a Delaware limited partnership (the "Customer"), and MORGAN STANLEY DW INC., a Delaware corporation ("Morgan Stanley DW"), have agreed to amend the Amended and Restated Customer Agreement, dated as of the 13th day of November 2000, as amended by Amendment No. 1 to the Customer Agreement, dated July 31, 2003 (the "Customer Agreement"), by and between the Customer and Morgan Stanley DW, to reduce the monthly brokerage fee payable to Morgan Stanley DW and to amend the address of the Customer and the address of Morgan Stanley DW. WHEREAS, all provisions contained in the Customer 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 Customer Agreement as follows: 1. The monthly brokerage fee percentage of 1/12 of 6.25% (a 6.25% annual rate) r
AMENDMENT NO. 1 TO AMENDED AND RESTATED CUSTOMER AGREEMENT WHEREAS, MORGAN STANLEY CHARTER GRAHAM L.P., a Delaware limited partnership (the ?Customer?), and MORGAN STANLEY DW INC., a Delaware corporation (?Morgan Stanley DW?), have agreed to amend the...Customer Agreement • November 10th, 2005 • Morgan Stanley Charter Graham Lp/ • Commodity contracts brokers & dealers
AMENDMENT NO. 1 TO AMENDED AND RESTATED CUSTOMER AGREEMENT WHEREAS, MORGAN STANLEY CHARTER GRAHAM L.P., a Delaware limited partnership (the ?Customer?), and MORGAN STANLEY DW INC., a Delaware corporation (?Morgan Stanley DW?), have agreed to amend the Amended and Restated Customer Agreement, dated as of the 13th day of November 2000 (the ?Customer Agreement?), by and between the Customer and Morgan Stanley DW, to reduce the monthly brokerage fee payable to Morgan Stanley DW. WHEREAS, all provisions contained in the Customer 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 Customer Agreement as follows: 1. The monthly brokerage fee percentage referred to in the first paragraph of Section 5 of the Customer Agreement is hereby reduced to 1/12 of 6.25% (a 6.25% annual rate). 2. The foregoing change shall take effect as of the 1st day of August 2003.
FORM OF AMENDMENT NO. 3 TO CUSTOMER AGREEMENTCustomer Agreement • March 19th, 2007 • Morgan Stanley Charter Graham Lp/ • Commodity contracts brokers & dealers
WHEREAS, MORGAN STANLEY CHARTER GRAHAM L.P., a Delaware limited partnership (the “Customer”), and MORGAN STANLEY & CO. INCORPORATED, formerly Morgan Stanley DW Inc., a Delaware corporation (the “Commodity Broker”), have agreed to amend the Customer Agreement, dated as of the 13th day of November 2000, as amended and supplemented from time to time, (the “Customer Agreement”), by and between the Customer and the Commodity Broker, to reflect the merger of Morgan Stanley DW Inc. into Morgan Stanley & Co. Incorporated, and to amend the rate of interest income credited to the Customer’s account by the Commodity Broker. Terms used and not otherwise defined herein have the meanings ascribed to such terms in the Customer Agreement.
Exhibit 10.04 AMENDED AND RESTATED ESCROW AGREEMENTEscrow Agreement • February 13th, 2003 • Morgan Stanley Charter Graham Lp/ • Commodity contracts brokers & dealers • New York
AMENDMENT NO. 1 TO MANAGEMENT AGREEMENTManagement Agreement • May 13th, 2014 • Managed Futures Premier Graham L.P. • Commodity contracts brokers & dealers
This AMENDMENT NO. 1 dated as of the 1st day of April, 2014 to the MANAGEMENT AGREEMENT (the “Management Agreement”) made as of November 6, 1998, among MANAGED FUTURES PREMIER GRAHAM L.P. (formerly, Morgan Stanley Dean Witter Charter Graham L.P.), a Delaware limited partnership (the “Partnership”), CERES MANAGED FUTURES LLC (formerly, Demeter Management Corporation), a Delaware limited liability company (“CMF”), and GRAHAM CAPITAL MANAGEMENT, L.P., a Delaware limited partnership (the “Advisor”), to reduce the monthly management fee rate payable to the Advisor. Capitalized terms used and not otherwise defined herein have the meanings ascribed to such terms in the Management Agreement.
AMENDMENT NO. 2 TO THE MANAGEMENT AGREEMENTManagement Agreement • February 7th, 2019 • Managed Futures Premier Graham L.P. • Commodity contracts brokers & dealers
This AMENDMENT NO. 2 dated January 29, 2019 to the MANAGEMENT AGREEMENT made as of November 6, 1998, as amended April 1, 2014 (the “Management Agreement”), by and among CERES MANAGED FUTURES LLC, a Delaware limited liability company (“CMF”), MANAGED FUTURES PREMIER GRAHAM 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”).
