EXHIBIT 1.01(e)
AMENDMENT NO. 5 TO
XXXXXX XXXXXXX 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, 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 Xxxxxx Xxxxxxx
Charter Xxxxxx X.X. ("Charter Xxxxxx"), Xxxxxx Xxxxxxx Charter WCM L.P.
(formerly known as Xxxxxx Xxxxxxx Charter Millburn L.P., "Charter WCM"), Xxxxxx
Xxxxxxx Charter Aspect L.P. (formerly known as Xxxxxx Xxxxxxx Charter MSFCM
L.P., "Charter Aspect"), (collectively, the "Partnerships" and each
individually, a "Partnership"), Demeter Management Corporation (the "General
Partner"), and Xxxxxx Xxxxxxx & Co. Incorporated (formerly, Xxxxxx Xxxxxxx XX
Inc., "MS & Co.") 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.
1. Effective April 1, 2007, Xxxxxx Xxxxxxx XX was merged into MS & Co.
In such connection, all references in the Selling Agreement to
"Xxxxxx Xxxxxxx XX" or "Non-Clearing Broker" as of April 1, 2007
shall be deemed to mean MS & Co.
2. Section 5(b) is deleted in its entirety and replaced with the
following:
"Units shall be offered for sale in the Partnerships' continuing
offering (the "Continuing Offering"), at monthly closings to be held
as of the last day of each month ("Monthly Closing"), at a price per
Unit equal to 100% of the "Net Asset Value" (as defined in each
Limited Partnership Agreement), as of the close of business on the
date of such Monthly Closing. The minimum subscription for most
subscribers shall be $20,000. However, in the case of an eligible
subscriber who is an investor in another limited partnership for
which the General Partner serves as the general partner, that
subscriber may redeem its interest in the other partnership and use
the proceeds to invest in any one or more of the Charter Series
partnerships in a Non-Series Exchange (as defined in the
Prospectus). The $20,000 minimum subscription for the Charter Series
of partnerships will be satisfied if the proceeds from the
redemption would have equaled at least $20,000 as of the last day of
the month immediately preceding the monthly closing at which the
Charter Series Units are purchased, irrespective of whether the
actual proceeds from the redemption are less than $20,000 when the
units of the other partnership are redeemed. In all other
circumstances, if the redemption proceeds are less than $20,000, the
subscriber will have to pay the difference in cash. However, a
$5,000 minimum subscription requirement, instead of the typical
$20,000 minimum subscription requirement, will apply to the purchase
of Units pursuant to a Non-Series Exchange from the following
limited partnerships: Xxxxxx Xxxxxxx Cornerstone Fund II L.P.,
Xxxxxx Xxxxxxx Cornerstone Fund III L.P., Xxxxxx Xxxxxxx Cornerstone
Fund IV L.P., Xxxxxx Xxxxxxx Diversified Futures Fund L.P., Xxxxxx
Xxxxxxx Diversified Futures Fund III L.P., Xxxxxx Xxxxxxx Principal
Plus Fund L.P., and Xxxxxx Xxxxxxx Portfolio Strategy Fund L.P. A
subscription may be for Units of one Partnership, or may be divided
among two or all three Partnerships, provided that the minimum
subscription for any one Partnership is $5,000. In the case of
subscribers purchasing Units pursuant to a Non-Series Exchange from
one of the seven funds listed above, if the proceeds of such a
redemption are less than $5,000, the subscriber shall pay the
difference in cash. The minimum subscription per Partnership for
subscribers who already own Units in a Partnership and desire to
make an additional investment in such Partnership is: (a) in the
case of a cash purchase, $1,000, or (b) in the case of a Non-Series
Exchange, the proceeds from the redemption of (i) one unit from
commodity pools other than the Spectrum Series, or (ii) 100 units
from one, or any combination of, the Spectrum Series. The number of
Units received by a subscriber will be rounded to the third decimal
place."
3. The foregoing amendments shall take effect as of the 1st day of May,
2008.
4. This Amendment to the Amended and Restated Selling Agreement shall
be governed and construed in accordance with the laws of the State
of New York.
IN WITNESS WHEREOF, this Amendment to the Amended and Restated
Selling Agreement has been executed for and on behalf of the undersigned as of
the 23rd day of June 2008.
Accepted and Agreed: XXXXXX XXXXXXX CHARTER XXXXXX X.X.
XXXXXX XXXXXXX & CO. INC. By: Demeter Management Corporation,
General Partner
By: /s/ Xxxxxx Xxxxx By: /s/ Xxxxxx Xxxxx
------------------------------- -----------------------------------
Name: Xxxxxx Xxxxx Name: Xxxxxx Xxxxx
Title: Executive Director Title: President and Chairman
XXXXXX XXXXXXX CHARTER WCM L.P.
By: Demeter Management Corporation,
General Partner
By: /s/ Xxxxxx Xxxxx
-----------------------------------
Name: Xxxxxx Xxxxx
Title: President and Chairman
XXXXXX XXXXXXX CHARTER ASPECT L.P.
By: Demeter Management Corporation,
General Partner
By: /s/ Xxxxxx Xxxxx
-----------------------------------
Name: Xxxxxx Xxxxx
Title: President and Chairman
DEMETER MANAGEMENT CORPORATION
By: /s/ Xxxxxx Xxxxx
-----------------------------------
Name: Xxxxxx Xxxxx
Title: President and Chairman
