Exhibit 10.06 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 August 1, 1997, by and between CARR FUTURES INC., a Delaware...Master Agreement • March 31st, 1999 • Dean Witter Spectrum Select Lp • Real estate investment trusts • New York
AMENDMENT NO. 1 TO MANAGEMENT AGREEMENTManagement Agreement • August 1st, 2008 • Morgan Stanley Spectrum Select Lp • Real estate investment trusts • New York
EXHIBIT 1.1 AMENDMENT NO.3 TOSelling Agreement • July 18th, 2005 • Morgan Stanley Spectrum Select Lp • Real estate investment trusts
EXHIBIT 10.04 CUSTOMER AGREEMENT THIS CUSTOMER AGREEMENT (this "Agreement") made as of June 6, 2000, by and among MORGAN STANLEY DEAN WITTER SPECTRUM SELECT L.P. a Delaware limited partnership (the "Customer") and MORGAN STANLEY & CO. INTERNATIONAL...Customer Agreement • November 1st, 2001 • Morgan Stanley Spectrum Select Lp • Real estate investment trusts
Exhibit 10.03 AMENDED AND RESTATED MANAGEMENT AGREEMENT THIS AGREEMENT, made as of the 1st day of June, 1998, among DEAN WITTER SPECTRUM SELECT L.P., a Delaware limited partnership (the "Partnership," formerly Dean Witter Select Futures Fund L.P.),...Management Agreement • March 31st, 1999 • Dean Witter Spectrum Select Lp • Real estate investment trusts • New York
EXHIBIT 10.10 AMENDED AND RESTATED ESCROW AGREEMENTEscrow Agreement • November 5th, 2001 • Morgan Stanley Spectrum Select Lp • Real estate investment trusts • New York
AMENDED AND RESTATED ESCROW AGREEMENT Chemical Bank 450 W. 33rd Street, 15th Floor New York, New York 10001 Attn: Mr. Paul Gilkeson Re: Morgan Stanley Dean Witter Spectrum Series Escrow Account Gentlemen: In accordance with arrangements made by...Escrow Agreement • November 5th, 1999 • Morgan Stanley Dean Witter Spectrum Select Lp • Real estate investment trusts • New York
EXHIBIT 10.18 SECURITIES ACCOUNT CONTROL AGREEMENT SECURITIES ACCOUNT CONTROL AGREEMENT dated as of December 30, 2003 among MORGAN STANLEY SPECTRUM SELECT L.P. (the "Lien Grantor"), MORGAN STANLEY & CO. INCORPORATED (the "Secured Party"), and MORGAN...Securities Account Control Agreement • March 10th, 2004 • Morgan Stanley Spectrum Select Lp • Real estate investment trusts • New York
EXHIBIT 10.19 MANAGEMENT AGREEMENT THIS AGREEMENT, made as of the 9th day of October, 2007 among MORGAN STANLEY SPECTRUM SELECT L.P., a Delaware limited partnership (the "Partnership"), DEMETER MANAGEMENT CORPORATION, a Delaware corporation (the...Management Agreement • October 15th, 2007 • Morgan Stanley Spectrum Select Lp • Real estate investment trusts • New York
COMMODITY FUTURES CUSTOMER AGREEMENT BETWEEN MORGAN STANLEY DEAN WITTER SPECTRUM SELECT L.P. AND MORGAN STANLEY & CO. INCORPORATEDCommodity Futures Customer Agreement • March 15th, 2001 • Morgan Stanley Dean Witter Spectrum Select Lp • Real estate investment trusts • New York
ALTERNATIVE INVESTMENT PLACEMENT AGENT AGREEMENTAlternative Investment • August 13th, 2014 • Morgan Stanley Smith Barney Spectrum Select Lp • Real estate investment trusts • 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.
EIGHTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENTLimited Partnership Agreement • December 11th, 2017 • Morgan Stanley Smith Barney Spectrum Select Lp • Real estate investment trusts • Delaware
This Eighth Amended and Restated Agreement of Limited Partnership, made as of December 8, 2017 (this “Agreement”), amends and restates the limited partnership agreement, made as of March 21, 1991, which was previously amended and restated as of August 31, 1993, October 17, 1996, May 31, 1998, February 28, 2000, April 25, 2005, April 2, 2007, and January 1, 2016, 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.
AMENDMENT NO. 1 TO THE AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF MORGAN STANLEY SPECTRUM SELECT L.P.Morgan Stanley Spectrum Select Lp • June 4th, 2009 • Real estate investment trusts
FOREIGN EXCHANGE AND OPTIONS MASTER AGREEMENT (FEOMA)Foreign Exchange and Options Master Agreement • March 15th, 2001 • Morgan Stanley Dean Witter Spectrum Select Lp • Real estate investment trusts • New York
MORGAN STANLEY & CO. LLC LISTED DERIVATIVESSecurities Purchase Authorization Agreement • November 4th, 2015 • Morgan Stanley Smith Barney Spectrum Select Lp • Real estate investment trusts
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.
Dated as of _______________, 1998 Dean Witter Reynolds Inc. Two World Trade Center, 62nd Floor New York, New York 10048 Dear Sirs: Dean Witter Spectrum Global Balanced L.P. ("Global" (formerly Dean Witter Spectrum Balanced L.P.)), a limited...Selling Agreement • March 12th, 1998 • Witter Dean Select Futures Fund Lp • Security brokers, dealers & flotation companies • New York
AMENDMENT NO. 1 TO MORGAN STANLEY SPECTRUM SERIES AMENDED AND RESTATED SELLING AGREEMENTSelling Agreement • December 3rd, 2003 • Morgan Stanley Spectrum Select Lp • Real estate investment trusts
The Amended and Restated Selling Agreement, dated as of March 7, 2000 (the "Selling Agreement"), among Morgan Stanley Spectrum Select L.P., Morgan Stanley Spectrum Technical L.P., Morgan Stanley Spectrum Strategic L.P., Morgan Stanley Spectrum Global Balanced L.P., Morgan Stanley Spectrum Currency L.P., Morgan Stanley Spectrum Commodity L.P. (collectively, the "Partnerships"), Demeter Management Corporation, 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 herein and not defined herein have the meaning given to such terms in the Selling Agreement.
FORM OF AMENDMENT NO. 2 TO MORGAN STANLEY SPECTRUM SERIES AMENDED AND RESTATED SELLING AGREEMENTSelling Agreement • March 8th, 2004 • Morgan Stanley Spectrum Select Lp • Real estate investment trusts
The Amended and Restated Selling Agreement, dated as of March 7, 2000, as amended by Amendment No. 1 to the Selling Agreement, dated April 28, 2003 (the "Selling Agreement"), among Morgan Stanley Spectrum Select L.P. ("Select"), Morgan Stanley Spectrum Technical L.P. ("Technical"), Morgan Stanley Spectrum Strategic L.P. ("Strategic"), Morgan Stanley Spectrum Global Balanced L.P. ("Global Balanced"), and Morgan Stanley Spectrum Currency L.P.("Currency") (collectively, the "Partnerships"), Demeter Management Corporation, 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 otherwise defined herein have the meaning ascribed to such term in the Selling Agreement.
AMENDED AND RESTATED COMMODITY FUTURES CUSTOMER AGREEMENTCommodity Futures Customer Agreement • November 13th, 2013 • Morgan Stanley Smith Barney Spectrum Select Lp • Real estate investment trusts • New York
This Amended and Restated Commodity Futures Customer Agreement (the “Agreement”), made and entered into as of the date set forth at the end of this Agreement and effective with respect to each Fund as of the date set forth in Appendix A, is entered into in consideration of acceptance by Morgan Stanley & Co. LLC (“Morgan Stanley”), a registered futures commission merchant (“FCM”), of an account or accounts (individually or jointly an “Account”) in the name of each of the funds or accounts listed in a schedule (each such fund or account, a “Customer,” and such schedule the “Customer Schedule”) to this Agreement attached hereto as Appendix A, as may from time to time be amended, and amends and restates the Commodity Futures Customer Agreement dated as of May 30, 2012.
FOREIGN EXCHANGE AND OPTIONS MASTER AGREEMENT (FEOMA)Foreign Exchange and Options Master Agreement • November 1st, 2001 • Morgan Stanley Spectrum Select Lp • Real estate investment trusts • New York
Exhibit 10.04 MANAGEMENT AGREEMENT THIS AGREEMENT, made as of the 1st day of January, 2004 among MORGAN STANLEY SPECTRUM SELECT L.P., a Delaware limited partnership (the "Partnership"), DEMETER MANAGEMENT CORPORATION, a Delaware corporation (the...Management Agreement • March 10th, 2004 • Morgan Stanley Spectrum Select Lp • Real estate investment trusts • New York
FORM OF AMENDED AND RESTATED MANAGEMENT AGREEMENTManagement Agreement • March 12th, 1998 • Witter Dean Select Futures Fund Lp • Security brokers, dealers & flotation companies • New York
EXHIBIT 10.11 SPECIMENMorgan Stanley Spectrum Select Lp • July 23rd, 2007 • Real estate investment trusts
Novation Agreement and ConsentNovation Agreement and Consent • March 28th, 2014 • Morgan Stanley Smith Barney Spectrum Select Lp • Real estate investment trusts • New York
This Novation Agreement and Consent, dated as of September 24, 2013 (the “Agreement”), is by and among EMC Capital Management, Inc. (“EMC Inc.”), EMC Capital Advisors, LLC (“EMC LLC”), Morgan Stanley Smith Barney Spectrum Select L.P. (formerly known as Dean Witter Spectrum Select L.P.) (the “Partnership”) and Ceres Managed Futures LLC (formerly Demeter Management Corporation) (the “General Partner”).
FORM OF AMENDMENT NO. 2 TO AMENDED AND RESTATED CUSTOMER AGREEMENTMorgan Stanley Spectrum Select Lp • October 10th, 2007 • Real estate investment trusts
WHEREAS, MORGAN STANLEY SPECTRUM SELECT 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 Amended and Restated Customer Agreement, dated as of the 16th day of October 2000 (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 in 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 10.02 COMMODITY FUTURES CUSTOMER AGREEMENTFutures Customer Agreement • November 1st, 2001 • Morgan Stanley Spectrum Select Lp • Real estate investment trusts • New York
FORM OFManagement Agreement • March 15th, 2001 • Morgan Stanley Dean Witter Spectrum Select Lp • Real estate investment trusts • New York
TO AMENDED AND RESTATED MANAGEMENT AGREEMENTManagement Agreement • January 3rd, 2011 • Morgan Stanley Smith Barney Spectrum Select Lp • Real estate investment trusts
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.
FORM OF AMENDMENT NO. 2 TO AMENDED AND RESTATED CUSTOMER AGREEMENTMorgan Stanley Spectrum Select Lp • March 28th, 2008 • Real estate investment trusts
WHEREAS, MORGAN STANLEY SPECTRUM SELECT 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 Amended and Restated Customer Agreement, dated as of the 16th day of October 2000 (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 in 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 AMENDMENT NO. 2 TO AMENDED AND RESTATED CUSTOMER AGREEMENTMorgan Stanley Spectrum Select Lp • March 12th, 2007 • Real estate investment trusts
WHEREAS, MORGAN STANLEY SPECTRUM SELECT 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 Amended and Restated Customer Agreement, dated as of the 16th day of October 2000 (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 AGENTMorgan Stanley Spectrum Select Lp • March 12th, 2007 • Real estate investment trusts
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. 1 TO AMENDED AND RESTATED MANAGEMENT AGREEMENTMorgan Stanley Spectrum Select Lp • October 10th, 2006 • Real estate investment trusts
AMENDMENT No. 3 TO THE AMENDED AND RESTATED MANAGEMENT AGREEMENTManagement Agreement • January 7th, 2016 • Morgan Stanley Smith Barney Spectrum Select Lp • Real estate investment trusts • New York
This AMENDMENT No. 3 (the “Amendment”), dated effective as of the 1st day of January 2016 to the AMENDED AND RESTATED MANAGEMENT AGREEMENT, dated as of the 1st day of June 1998, among CERES MANAGED FUTURES LLC, a Delaware limited liability company (formerly, Demeter Management Corporation, the “General Partner), MORGAN STANLEY SMITH BARNEY SPECTRUM SELECT L.P. (formerly known as Dean Witter Spectrum Select L.P.), a Delaware limited partnership (the “Partnership”), and EMC CAPITAL ADVISORS, LLC, an Illinois Limited Liability Company (formerly known as EMC Capital Management, Inc), (the “Trading Advisor”), as amended by that certain Amendment No. 1 thereto as of the 1st day of November 2006 and as further amended by that certain Amendment No. 2 thereto as of the 9th day of May 2011 (as so amended, the “Management Agreement”). Capitalized terms not defined herein have the meaning ascribed to such terms in the Management Agreement.
SEVENTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENTLimited Partnership Agreement • January 7th, 2016 • Morgan Stanley Smith Barney Spectrum Select Lp • Real estate investment trusts • Delaware
This Seventh 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 March 21, 1991, which was previously amended and restated as of August 31, 1993, October 17, 1996, May 31, 1998, February 28, 2000, April 25, 2005 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.
AMENDMENT NO. 2 TO THE MANAGEMENT AGREEMENTThe Management Agreement • February 7th, 2019 • Morgan Stanley Smith Barney Spectrum Select Lp • Real estate investment trusts
This AMENDMENT dated January 29, 2019 to the MANAGEMENT AGREEMENT made as of January 1, 2004, as amended April 1, 2014 (the “Management Agreement”), by and among CERES MANAGED FUTURES LLC, a Delaware limited liability company (“CMF”), MORGAN STANLEY SMITH BARNEY SPECTRUM SELECT 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”).
