FORM OF AMENDED AND RESTATED MANAGEMENT AGREEMENTManagement Agreement • July 18th, 2000 • DWFCM International Access Fund Lp • Real estate investment trusts • New York
AMENDMENT NO. 3 TO MANAGEMENT AGREEMENTManagement Agreement • October 15th, 2007 • Morgan Stanley Charter Aspect L.P. • Real estate investment trusts
Exhibit 10.10 AMENDED AND RESTATED ESCROW AGREEMENTEscrow Agreement • February 13th, 2003 • Morgan Stanley Charter MSFCM Lp • Real estate investment trusts • New York
AMENDMENT NO. 1 TO THE AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF MORGAN STANLEY CHARTER ASPECT L.P.Limited Partnership Agreement • June 4th, 2009 • Morgan Stanley Charter Aspect L.P. • Real estate investment trusts
EXHIBIT 1.01(e) AMENDMENT NO. 5 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 Amended and Restated Selling Agreement,...Selling Agreement • June 27th, 2008 • Morgan Stanley Charter Aspect L.P. • Real estate investment trusts • New York
AMENDMENT NO. 1Customer Agreement • April 1st, 2005 • Morgan Stanley Charter MSFCM Lp • Real estate investment trusts
EXHIBIT 10.03 SECURITIES ACCOUNT CONTROL AGREEMENT SECURITIES ACCOUNT CONTROL AGREEMENT dated as of May 1, 2000 among DWFCM INTERNATIONAL ACCESS FUND L.P. (the "LIEN GRANTOR"), MORGAN STANLEY & CO. INCORPORATED (the "SECURED PARTY"), and DEAN WITTER...Securities Account Control Agreement • November 6th, 2001 • DWFCM International Access Fund Lp • Real estate investment trusts • New York
EXHIBIT 10.10 THE BANK OF NEW YORK -------------------------------------------- ------------------------------------ SUBSCRIPTION ESCROW AGREEMENTSubscription Escrow Agreement • July 31st, 2007 • Morgan Stanley Charter Aspect L.P. • Real estate investment trusts • New York
COMMODITY FUTURES CUSTOMER AGREEMENT BETWEEN DWFCM INTERNATIONAL ACCESS FUND L.P. AND MORGAN STANLEY & CO. INCORPORATEDCommodity Futures Customer Agreement • November 6th, 2001 • DWFCM International Access Fund Lp • Real estate investment trusts • New York
Exhibit 10.01 MANAGEMENT AGREEMENT THIS AGREEMENT, made as of the 16th day of October, 2006, among MORGAN STANLEY CHARTER ASPECT L.P., a Delaware limited partnership (the "Partnership"), DEMETER MANAGEMENT CORPORATION, a Delaware corporation (the...Management Agreement • October 19th, 2006 • Morgan Stanley Charter Aspect L.P. • Real estate investment trusts • New York
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 corporation and...International Foreign Exchange Master Agreement • April 1st, 1999 • DWFCM International Access Fund Lp • Real estate investment trusts • New York
ALTERNATIVE INVESTMENT PLACEMENT AGENT AGREEMENTPlacement Agent Agreement • August 12th, 2014 • Morgan Stanley Smith Barney Charter Aspect L.P. • 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.
FOREIGN EXCHANGE AND OPTIONS MASTER AGREEMENT (FEOMA)Foreign Exchange and Options Master Agreement • November 6th, 2001 • DWFCM International Access Fund Lp • Real estate investment trusts • New York
MORGAN STANLEY & CO. LLC LISTED DERIVATIVESu.s. Treasury Securities Purchase Authorization Agreement • November 4th, 2015 • Morgan Stanley Smith Barney Charter Aspect L.P. • 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.
SEVENTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENTLimited Partnership Agreement • December 11th, 2017 • Morgan Stanley Smith Barney Charter Aspect L.P. • Real estate investment trusts • Delaware
This Seventh 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 October 22, 1993, which was previously amended and restated as of October 31, 2000, March 26, 2002, April 25, 2005, November 8, 2006, 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.
EXHIBIT 10.11 SPECIMENAdditional Subscription Agreement • July 23rd, 2007 • Morgan Stanley Charter Aspect L.P. • Real estate investment trusts
AMENDED AND RESTATED COMMODITY FUTURES CUSTOMER AGREEMENTCommodity Futures Customer Agreement • November 13th, 2013 • Morgan Stanley Smith Barney Charter Aspect L.P. • 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.
FORM OF AMENDMENT NO. 3 TO CUSTOMER AGREEMENTCustomer Agreement • September 2nd, 2008 • Morgan Stanley Charter Aspect L.P. • Real estate investment trusts
WHEREAS, MORGAN STANLEY CHARTER ASPECT L.P., formerly known as Morgan Stanley Charter MSFCM 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 19th day of May 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.
MANAGEMENT AGREEMENTManagement Agreement • October 17th, 2006 • Morgan Stanley Charter Aspect L.P. • Real estate investment trusts • New York
THIS AGREEMENT, made as of the 16th day of October, 2006, among MORGAN STANLEY CHARTER ASPECT L.P., a Delaware limited partnership (the “Partnership”), DEMETER MANAGEMENT CORPORATION, a Delaware corporation (the “General Partner”), and ASPECT CAPITAL LIMITED, a limited liability company registered in England and Wales (the “Trading Advisor”).
FORM OF RESIGNATION AND APPOINTMENT OF NEW ESCROW AGENTEscrow Agreement • March 19th, 2007 • Morgan Stanley Charter Aspect L.P. • 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”).
FORM OF AMENDMENT NO. 3 TO CUSTOMER AGREEMENTCustomer Agreement • March 19th, 2007 • Morgan Stanley Charter Aspect L.P. • Real estate investment trusts
WHEREAS, MORGAN STANLEY CHARTER ASPECT L.P., formerly known as Morgan Stanley Charter MSFCM 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 19th day of May 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. 1 TO AMENDED AND RESTATED CUSTOMER AGREEMENT WHEREAS, MORGAN STANLEY CHARTER MSFCM 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 14th, 2005 • Morgan Stanley Charter MSFCM Lp • Real estate investment trusts
AMENDMENT NO. 1 TO AMENDED AND RESTATED CUSTOMER AGREEMENT WHEREAS, MORGAN STANLEY CHARTER MSFCM 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 19th day of May 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.
AMENDMENT NO. 6 TO THE MANAGEMENT AGREEMENTManagement Agreement • August 13th, 2012 • Morgan Stanley Smith Barney Charter Aspect L.P. • Real estate investment trusts
This AMENDMENT NO. 4 dated as of the 1st day of June 2012 to the MANAGEMENT AGREEMENT made as of the 16th day of October, 2006, among MORGAN STANLEY SMITH BARNEY CHARTER ASPECT L.P. (formerly Morgan Stanley Charter Aspect L.P.), a Delaware limited partnership (the “Partnership”), CERES MANAGED FUTURES LLC (formerly Demeter Management Corporation), a Delaware limited liability company (the “General Partner”), and Aspect Capital Limited, a limited liability company registered in England and Wales (the “Trading Advisor”), as previously amended by an Amendment No. 1 to the Management Agreement dated as of December 20, 2006, by an Amendment No. 2 to the Management Agreement dated as of January 29, 2007, by an Amendment No. 3 to the Management Agreement dated as of October 9, 2007, by an Amendment No. 4 to the Management Agreement dated as of December 31, 2008 and by an Amendment No. 5 to the Management Agreement dated as of December 31, 2010 (together the “Management Agreement”).
AMENDED AND RESTATED MANAGEMENT AGREEMENT THIS MANAGEMENT AGREEMENT, made as of the 1st day of March, 1994, and amended and restated as of December 1, 2000 (as amended and restated, this "Management Agreement") among MORGAN STANLEY DEAN WITTER CHARTER...Management Agreement • March 28th, 2002 • Morgan Stanley Charter MSFCM Lp • Real estate investment trusts • New York
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 February 26, 2003 (the...Selling Agreement • November 26th, 2004 • Morgan Stanley Charter MSFCM Lp • Real estate investment trusts
Exhibit 10.06(b) AMENDMENT NO. 2 TO AMENDED AND RESTATED CUSTOMER AGREEMENT WHEREAS, MORGAN STANLEY CHARTER MSFCM L.P., a Delaware limited partnership (the "Customer"), and MORGAN STANLEY DW INC., a Delaware corporation ("Morgan Stanley DW"), have...Customer Agreement • August 10th, 2005 • Morgan Stanley Charter MSFCM Lp • Real estate investment trusts
Exhibit 10.06(b) AMENDMENT NO. 2 TO AMENDED AND RESTATED CUSTOMER AGREEMENT WHEREAS, MORGAN STANLEY CHARTER MSFCM 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 19th day of May 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) referr
SUPPLEMENT TO THE COMMODITY FUTURES CUSTOMER AGREEMENTCommodity Futures Customer Agreement • July 31st, 2017 • Morgan Stanley Smith Barney Charter Aspect L.P. • Real estate investment trusts
This Supplement dated as of July 25, 2017 (“Amendment”) hereby supplements and forms part of the Commodity Futures Customer Agreement dated as of November 12, 2013, as amended from time to time (“Agreement”), that each fund set forth in Appendix A attached hereto (as amended from time to time in accordance with the provisions of this Supplement), in their individual capacity (each, a “Customer”) has entered into with Morgan Stanley & Co. LLC (“Morgan Stanley”). Unless otherwise specified in this Supplement, all capitalized terms used herein shall have the meanings set forth in the Agreement and references herein and in the Agreement to the “Agreement” shall be construed to mean the Agreement as supplemented by this Supplement.
AMENDMENT NO. 5 TO MORGAN STANLEY CHARTER SERIES AMENDED AND RESTATED SELLING AGREEMENTSelling Agreement • March 27th, 2008 • Morgan Stanley Charter Aspect L.P. • Real estate investment trusts
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, as amended by Amendment No. 3 to the Amended and Restated Selling Agreement, dated July 15, 2005 and as further amended by Amendment No. 4 to the Amended and Restated Selling Agreement, dated March 30, 2006 (the “Selling Agreement”), among Morgan Stanley Charter Graham L.P. (“Charter Graham”), Morgan Stanley Charter WCM L.P. (formerly known as Morgan Stanley Charter Millburn L.P., “Charter WCM”), Morgan Stanley Charter Aspect L.P. (formerly known as Morgan Stanley Charter MSFCM L.P., “Charter Aspect”), (collectively, the “Partnerships” and each individually, a “Partnership”), Demeter Management Corporation (the “General Partner”), and Morgan Stanley & Co. Incorporated (formerly, Morgan Stanley DW Inc., “MS & Co.”) is h
