AMENDMENT NO. 1 TO THE AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF MORGAN STANLEY SPECTRUM STRATEGIC L.P.Morgan Stanley Spectrum Strategic Lp • June 4th, 2009 • Real estate investment trusts
MASTER AGREEMENT (FEOMA)Master Agreement • November 15th, 2004 • Morgan Stanley Spectrum Strategic Lp • Real estate investment trusts • New York
MANAGEMENT AGREEMENTManagement Agreement • April 25th, 2001 • Witter Dean Spectrum Strategic Lp • Real estate investment trusts
FORM OF MANAGEMENT AGREEMENTManagement Agreement • April 12th, 1999 • Witter Dean Spectrum Strategic Lp • Real estate investment trusts • New York
EXHIBIT 10.04 CUSTOMER AGREEMENT THIS CUSTOMER AGREEMENT (this "Agreement") made as of May 1, 2000, by and among MORGAN STANLEY DEAN WITTER SPECTRUM STRATEGIC L.P. a Delaware limited partnership (the "Customer") and MORGAN STANLEY & CO. INTERNATIONAL...Customer Agreement • November 1st, 2001 • Morgan Stanley Spectrum Strategic Lp • Real estate investment trusts
Exhibit 10.04 MANAGEMENT AGREEMENT THIS AGREEMENT, made as of the 7th day of October, 2004, among MORGAN STANLEY SPECTRUM STRATEGIC L.P., a Delaware limited partnership (the "Partnership"), DEMETER MANAGEMENT CORPORATION, a Delaware corporation (the...Management Agreement • November 15th, 2004 • Morgan Stanley Spectrum Strategic Lp • Real estate investment trusts • New York
EXHIBIT 10.13 AMENDED AND RESTATED ESCROW AGREEMENTEscrow Agreement • November 5th, 2001 • Morgan Stanley Spectrum Strategic Lp • Real estate investment trusts • New York
EXHIBIT 10.07 ESCROW AGREEMENTEscrow Agreement • March 31st, 1999 • Witter Dean Spectrum Strategic Lp • Real estate investment trusts • New York
AMENDED AND RESTATED ADVISORY AGREEMENTAdvisory Agreement • March 28th, 2014 • Morgan Stanley Smith Barney Spectrum Strategic Lp • Real estate investment trusts • New York
EXHIBIT 10.03 SECURITIES ACCOUNT CONTROL AGREEMENT SECURITIES ACCOUNT CONTROL AGREEMENT dated as of May 1, 2000 among MORGAN STANLEY DEAN WITTER SPECTRUM STRATEGIC L.P. (the "LIEN Grantor"), MORGAN STANLEY & CO. INCORPORATED (the "SECURED PARTY"), and...Securities Account Control Agreement • November 1st, 2001 • Morgan Stanley Spectrum Strategic Lp • Real estate investment trusts • New York
EHXIBIT 10.04 AMENDED and RESTATED MANAGEMENT AGREEMENT THIS MANAGEMENT AGREEMENT, made as of the 31st day of December, 1997, and amended and restated as of ____________, 1999 among MORGAN STANLEY DEAN WITTER SPECTRUM COMMODITY L.P. (formerly Morgan...Management Agreement • November 8th, 1999 • Witter Dean Spectrum Strategic Lp • Real estate investment trusts • New York
COMMODITY FUTURES CUSTOMER AGREEMENT BETWEEN MORGAN STANLEY DEAN WITTER SPECTRUM STRATEGIC L.P. AND MORGAN STANLEY & CO. INCORPORATEDCommodity Futures Customer Agreement • November 1st, 2001 • Morgan Stanley Spectrum Strategic Lp • Real estate investment trusts • New York
EXHIBIT 10.13 THE BANK OF NEW YORK -------------------------------------------- ------------------------------------ SUBSCRIPTION ESCROW AGREEMENTEscrow Agreement • July 31st, 2007 • Morgan Stanley Spectrum Strategic Lp • Real estate investment trusts • New York
ALTERNATIVE INVESTMENT PLACEMENT AGENT AGREEMENTAlternative Investment • August 13th, 2014 • Morgan Stanley Smith Barney Spectrum Strategic 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.
SIXTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENTLimited Partnership Agreement • December 11th, 2017 • Morgan Stanley Smith Barney Spectrum Strategic Lp • Real estate investment trusts • Delaware
This Sixth 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 May 27, 1994, which was previously amended and restated as of 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.
FOREIGN EXCHANGE AND OPTIONS MASTER AGREEMENT (FEOMA)Foreign Exchange and Options Master Agreement • March 15th, 2001 • Witter Dean Spectrum Strategic Lp • Real estate investment trusts • New York
MORGAN STANLEY & CO. LLC LISTED DERIVATIVESSecurities Purchase Authorization Agreement • November 4th, 2015 • Morgan Stanley Smith Barney Spectrum Strategic 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 Spectrum Strategic Lp • Investors, nec • New York
AMENDMENT NO. 1 TO MORGAN STANLEY SPECTRUM SERIES AMENDED AND RESTATED SELLING AGREEMENTSelling Agreement • December 3rd, 2003 • Morgan Stanley Spectrum Strategic 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 Strategic 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.
FORM OF FOREIGN EXCHANGE AND OPTIONS MASTER AGREEMENT (FEOMA)Master Agreement • September 28th, 2004 • Morgan Stanley Spectrum Strategic Lp • Real estate investment trusts • New York
MASTER AGREEMENT dated as of October , 2004 by and between Morgan Stanley Capital Group Inc., a Delaware corporation and Morgan Stanley Spectrum Strategic L.P., a Delaware limited partnership.
FOREIGN EXCHANGE AND OPTIONS MASTER AGREEMENT (FEOMA)Foreign Exchange and Options Master Agreement • November 1st, 2001 • Morgan Stanley Spectrum Strategic Lp • Real estate investment trusts • New York
AMENDED AND RESTATED MANAGEMENT AGREEMENTManagement Agreement • March 28th, 2014 • Morgan Stanley Smith Barney Spectrum Strategic Lp • Real estate investment trusts • New York
This AMENDED AND RESTATED MANAGEMENT AGREEMENT, dated December 3, 2013 and effective as of the 1st day of September, 2013, is by and among CERES MANAGED FUTURES LLC, a Delaware limited liability company (“CMF”), MORGAN STANLEY SMITH BARNEY SPECTRUM STRATEGIC L.P., a Delaware limited partnership (the “Partnership”) and PGR Capital LLP, a United Kingdom limited liability partnership (“PGR” or the “Advisor,” and together with CMF and the Partnership, the “Parties”). This Agreement amends and restates the Management Agreement dated as of December 1, 2011 (the “Existing Agreement”) by and among the Parties.
EXHIBIT 10.21 MANAGEMENT AGREEMENT THIS AGREEMENT, made as of the 9th day of October, 2007 among MORGAN STANLEY SPECTRUM STRATEGIC L.P., a Delaware limited partnership (the "Partnership"), DEMETER MANAGEMENT CORPORATION, a Delaware corporation (the...Management Agreement • October 15th, 2007 • Morgan Stanley Spectrum Strategic Lp • Real estate investment trusts • New York
FORM OF MANAGEMENT AGREEMENTManagement Agreement • September 28th, 2004 • Morgan Stanley Spectrum Strategic Lp • Real estate investment trusts • New York
THIS AGREEMENT, made as of the [ ] day of October, 2004, among MORGAN STANLEY SPECTRUM STRATEGIC L.P., a Delaware limited partnership (the “Partnership”), DEMETER MANAGEMENT CORPORATION, a Delaware corporation (the “General Partner”), and FX CONCEPTS TRADING ADVISOR, INC., a New York corporation (the “Trading Advisor”).
FORM OF AMENDMENT NO. 2 TO AMENDED AND RESTATED CUSTOMER AGREEMENTMorgan Stanley Spectrum Strategic Lp • March 28th, 2008 • Real estate investment trusts
WHEREAS, MORGAN STANLEY SPECTRUM STRATEGIC 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, 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 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 RESIGNATION AND APPOINTMENT OF NEW ESCROW AGENTMorgan Stanley Spectrum Strategic 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").
MANAGEMENT AGREEMENTManagement Agreement • December 6th, 2011 • Morgan Stanley Smith Barney Spectrum Strategic Lp • Real estate investment trusts • New York
AGREEMENT made as of the 1st day of December, 2011, among CERES MANAGED FUTURES LLC, a Delaware limited liability company (“CMF”), MORGAN STANLEY SMITH BARNEY SPECTRUM STRATEGIC L.P., a Delaware limited partnership (the “Partnership”) and AVENTIS ASSET MANAGEMENT, LLC, a California limited liability company (the “Advisor”).
MANAGEMENT AGREEMENTManagement Agreement • March 5th, 2010 • Morgan Stanley Smith Barney Spectrum Strategic Lp • Real estate investment trusts • New York
THIS AGREEMENT, made as of the 1st day of March, 2010 among MORGAN STANLEY SMITH BARNEY SPECTRUM STRATEGIC L.P., a Delaware limited partnership (the “Partnership”), DEMETER MANAGEMENT LLC, a Delaware limited liability company (the “General Partner”), and DKR FUSION MANAGEMENT L.P., a Delaware limited partnership (the “Trading Advisor”).
AMENDMENT NO. 1 TO MANAGEMENT AGREEMENTManagement Agreement • March 7th, 2014 • Morgan Stanley Smith Barney Spectrum Strategic Lp • Real estate investment trusts
WHEREAS, MORGAN STANLEY SMITH BARNEY SPECTRUM STRATEGIC L.P., a Delaware limited partnership (the “Partnership”), CERES MANAGED FUTURES LLC, a Delaware limited liability company (“CMF”), and AVENTIS ASSET MANAGEMENT, LLC, a California limited liability company (the “Advisor”), have agreed to amend the Management Agreement (the “Management Agreement”), dated as of December 1, 2011, among the Partnership, CMF and 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. 1 TO AMENDED AND RESTATED MANAGEMENT AGREEMENTManagement Agreement • August 12th, 2011 • Morgan Stanley Smith Barney Spectrum Strategic Lp • Real estate investment trusts
WHEREAS, MORGAN STANLEY SMITH BARNEY SPECTRUM STRATEGIC L.P. (formerly known as Morgan Stanley Dean Witter Spectrum Strategic 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 ECLIPSE CAPITAL MANAGEMENT, INC., a Delaware corporation (the “Trading Advisor”), have agreed to amend the Amended and Restated Management Agreement, dated as of the 1st day of June, 2000 (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.
Exhibit 10.15(a) AMENDMENT NO.1 TO AMENDED AND RESTATED CUSTOMER AGREEMENT WHEREAS, MORGAN STANLEY SPECTRUM STRATEGIC L.P., a Delaware limited partnership (the "Customer"), and MORGAN STANLEY DW INC., a Delaware corporation ("Morgan Stanley DW"), have...Morgan Stanley Spectrum Strategic Lp • August 15th, 2005 • Real estate investment trusts
Exhibit 10.15(a) AMENDMENT NO.1 TO AMENDED AND RESTATED CUSTOMER AGREEMENT WHEREAS, MORGAN STANLEY SPECTRUM STRATEGIC 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 16th day of October 2000 (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 7.25% (a 7.25% annual rate) referred to in the first paragraph of Section 5 of the Customer Agreement is
WITNESSETH:Management Agreement • December 29th, 1999 • Witter Dean Spectrum Strategic Lp • Real estate investment trusts • New York
AMENDMENT NO. 1 TO MANAGEMENT AGREEMENTManagement Agreement • June 6th, 2011 • Morgan Stanley Smith Barney Spectrum Strategic Lp • Real estate investment trusts
WHEREAS, MORGAN STANLEY SMITH BARNEY SPECTRUM STRATEGIC L.P., a Delaware limited partnership (the “Partnership”), CERES MANAGED FUTURES LLC, a Delaware limited liability company (formerly Demeter Management LLC, the “General Partner”), and DKR FUSION MANAGEMENT L.P., a Delaware limited partnership (the “Trading Advisor”), have agreed to amend the Management Agreement, dated as of the 1st day of March, 2010 (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.
FORM OF AMENDMENT NO. 2 TO AMENDED AND RESTATED CUSTOMER AGREEMENTMorgan Stanley Spectrum Strategic Lp • March 12th, 2007 • Real estate investment trusts
WHEREAS, MORGAN STANLEY SPECTRUM STRATEGIC 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, 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.
