Exhibit 10.04 AMENDED AND RESTATED ESCROW AGREEMENTEscrow Agreement • February 13th, 2003 • Morgan Stanley Charter Millburn Lp • Commodity contracts brokers & dealers • New York
Exhibit 10.02 MANAGEMENT AGREEMENT THIS AGREEMENT, made as of the 13th day of October, 2006, among MORGAN STANLEY CHARTER WCM L.P., a Delaware limited partnership (the "Partnership"), DEMETER MANAGEMENT CORPORATION, a Delaware corporation (the...Management Agreement • October 19th, 2006 • Morgan Stanley Charter WCM L.P. • Commodity contracts brokers & dealers • New York
AMENDMENT NO. 1 TO THE AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF MORGAN STANLEY CHARTER WCM L.P.Limited Partnership Agreement • June 4th, 2009 • Morgan Stanley Charter WCM L.P. • Commodity contracts brokers & dealers
Exhibit 1.02 AMENDMENT NO. 1 TO MORGAN STANLEY CHARTER SERIES AMENDED AND RESTATED SELLING AGREEMENT The Amended and Restated Selling Agreement, dated as of July 29, 2002 (the "Selling Agreement"), among Morgan Stanley Charter Graham L.P., Morgan...Selling Agreement • October 23rd, 2003 • Morgan Stanley Charter Millburn Lp • Commodity contracts brokers & dealers
FORM OF AMENDMENT NO. 1 TO AMENDED AND RESTATED CUSTOMER AGREEMENTCustomer Agreement • October 23rd, 2003 • Morgan Stanley Charter Millburn Lp • Commodity contracts brokers & dealers
EXHIBIT 10.03 SECURITIES ACCOUNT CONTROL AGREEMENT SECURITIES ACCOUNT CONTROL AGREEMENT dated as of May 1, 2000 among MORGAN STANLEY DEAN WITTER CHARTER MILLBURN 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 Millburn Lp • Commodity contracts brokers & dealers • New York
EXHIBIT 10.04 THE BANK OF NEW YORK -------------------------------------------- ------------------------------------ SUBSCRIPTION ESCROW AGREEMENTSubscription Escrow Agreement • July 31st, 2007 • Morgan Stanley Charter WCM L.P. • Commodity contracts brokers & dealers • New York
COMMODITY FUTURES CUSTOMER AGREEMENT BETWEEN MORGAN STANLEY DEAN WITTER CHARTER MILLBURN L.P. AND MORGAN STANLEY & CO. INCORPORATEDCommodity Futures Customer Agreement • November 6th, 2001 • Morgan Stanley Dean Witter Charter Millburn 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 Millburn 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 Millburn Lp • Security & commodity brokers, dealers, exchanges & services • New York
ALTERNATIVE INVESTMENT PLACEMENT AGENT AGREEMENTPlacement Agent Agreement • August 13th, 2014 • Morgan Stanley Smith Barney Charter WNT 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.
Exhibit 10.06 ESCROW AGREEMENTEscrow Agreement • May 17th, 1999 • Morgan Stanley Dean Witter Charter Millburn 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 Millburn Lp • Commodity contracts brokers & dealers • New York
MORGAN STANLEY & CO. LLC LISTED DERIVATIVESu.s. Treasury Securities Purchase Authorization Agreement • November 4th, 2015 • Morgan Stanley Smith Barney Charter WNT 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.
SIXTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENTLimited Partnership Agreement • January 7th, 2016 • Morgan Stanley Smith Barney Charter WNT L.P. • Commodity contracts brokers & dealers • Delaware
This Sixth Amended and Restated Agreement of Limited Partnership, made as of January 1, 2016 (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, November 8, 2006 and April 2, 2007, 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”). The definitions of capitalized terms used in this Agreement and not defined where used may be found by reference to the index of defined terms in Section 16.
EXHIBIT 10.09 SPECIMENAdditional Subscription Agreement • July 23rd, 2007 • Morgan Stanley Charter WCM L.P. • Commodity contracts brokers & dealers
FORM OF AMENDMENT NO. 3 TO CUSTOMER AGREEMENTCustomer Agreement • September 2nd, 2008 • Morgan Stanley Charter WCM L.P. • Commodity contracts brokers & dealers
WHEREAS, MORGAN STANLEY CHARTER WCM L.P., formerly known as Morgan Stanley Charter Millburn 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.
Amended & Restated Master Services AgreementMaster Services Agreement • August 6th, 2015 • Morgan Stanley Smith Barney Charter WNT L.P. • Commodity contracts brokers & dealers • New York
This Amended & Restated Master Services Agreement (the “Agreement”) is entered into and effective as of March 31, 2015 (the “Effective Date”) by and among:
MANAGEMENT AGREEMENTManagement Agreement • October 17th, 2006 • Morgan Stanley Charter WCM L.P. • Commodity contracts brokers & dealers • New York
THIS AGREEMENT, made as of the 13th day of October, 2006, among MORGAN STANLEY CHARTER WCM L.P., a Delaware limited partnership (the “Partnership”), DEMETER MANAGEMENT CORPORATION, a Delaware corporation (the “General Partner”), and WINTON CAPITAL MANAGEMENT LIMITED, a United Kingdom company (the “Trading Advisor”).
EXHIBIT 1.01 SELLING AGREEMENTSelling Agreement • July 29th, 1998 • Morgan Stanley Dean Witter Charter Millburn Lp • New York
FORM OF AMENDMENT NO. 3 TO CUSTOMER AGREEMENTCustomer Agreement • March 19th, 2007 • Morgan Stanley Charter WCM L.P. • Commodity contracts brokers & dealers
WHEREAS, MORGAN STANLEY CHARTER WCM L.P., formerly known as Morgan Stanley Charter Millburn 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.
AMENDMENT NO. 2 TO THE MANAGEMENT AGREEMENTManagement Agreement • January 6th, 2012 • Morgan Stanley Smith Barney Charter WNT L.P. • Commodity contracts brokers & dealers
This AMENDMENT NO. 2 dated as of the 1st day of January, 2012, amends the MANAGEMENT AGREEMENT made as of the 13th day of October, 2006, as amended by Amendment No. 1 to the Management Agreement, dated as of the 29th day of April, 2011 (together, the “Management Agreement”) among CERES MANAGED FUTURES LLC (formerly Demeter Management Corporation), a Delaware limited liability company (the “General Partner”), MORGAN STANLEY SMITH BARNEY CHARTER WNT L.P. (formerly Morgan Stanley Charter WCM L.P.), a Delaware limited partnership (the “Partnership”) and WINTON CAPITAL MANAGEMENT LIMITED, a United Kingdom company (the “Trading Advisor”). Terms used and not otherwise defined herein have the meanings ascribed to such terms in the Management Agreement.
FORM OF AMENDMENT NO. 3 TO CUSTOMER AGREEMENTCustomer Agreement • November 29th, 2007 • Morgan Stanley Charter WCM L.P. • Commodity contracts brokers & dealers
WHEREAS, MORGAN STANLEY CHARTER WCM L.P., formerly known as Morgan Stanley Charter Millburn 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 10.05(b) AMENDMENT NO. 2 TO AMENDED AND RESTATED CUSTOMER AGREEMENT WHEREAS, MORGAN STANLEY CHARTER MILLBURN L.P., a Delaware limited partnership (the "Customer"), and MORGAN STANLEY DW INC., a Delaware corporation (?Morgan Stanley DW?), have...Customer Agreement • August 15th, 2005 • Morgan Stanley Charter Millburn Lp • Commodity contracts brokers & dealers
Exhibit 10.05(b) AMENDMENT NO. 2 TO AMENDED AND RESTATED CUSTOMER AGREEMENT WHEREAS, MORGAN STANLEY CHARTER MILLBURN 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
AMENDMENT NO. 1 TO AMENDED AND RESTATED MANAGEMENT AGREEMENTManagement Agreement • May 3rd, 2011 • Morgan Stanley Smith Barney Charter WNT L.P. • Commodity contracts brokers & dealers • New York
WHEREAS, MORGAN STANLEY SMITH BARNEY CHARTER WNT L.P. (formerly known as Morgan Stanley Charter WCM 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 WINTON CAPITAL MANAGEMENT LIMITED, a United Kingdom company (the “Trading Advisor”), have agreed to amend the Management Agreement, dated as of the 13th day of October, 2006 (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. Terms used and not otherwise defined herein have the meanings ascribed to such terms in the Management Agreement.
AMENDMENT NO. 1 TO AMENDED AND RESTATED CUSTOMER AGREEMENT WHEREAS, MORGAN STANLEY CHARTER MILLBURN L.P., a Delaware limited partnership (the ?Customer?), and MORGAN STANLEY DW INC., a Delaware corporation (?Morgan Stanley DW?), have agreed to amend...Customer Agreement • November 10th, 2005 • Morgan Stanley Charter Millburn Lp • Commodity contracts brokers & dealers
AMENDMENT NO. 1 TO AMENDED AND RESTATED CUSTOMER AGREEMENT WHEREAS, MORGAN STANLEY CHARTER MILLBURN 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.
