AMENDMENT NO. 5 TO MORGAN STANLEY CHARTER SERIES AMENDED AND RESTATED SELLING AGREEMENT
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 be mean MS & Co. |
| 2. | The seventh, eighth and ninth sentences in Section 5(b) are deleted in their entirety and replaced with the following: |
| “The minimum subscription for most subscribers shall be $20,000, subject to the following terms. A subscriber who purchases Units pursuant to a Non-Series Exchange (as defined in the Prospectus) will not be subject to the foregoing minimum subscription requirement of $20,000. 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: (a) in the case of a cash purchase, $5,000, or (b) in the case of a Non-Series Exchange, the proceeds from the redemption of (i) five units from commodity pools managed by the General Partner other than the Spectrum Series or (ii) 500 units from one, or any combination, of the Spectrum Series. In the case of subscribers purchasing Units pursuant to a Non-Series Exchange, if the proceeds of such a redemption are less than $5,000, the subscriber shall pay the difference in cash.” |
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 day of March 2008.
| Accepted and Agreed: | XXXXXX XXXXXXX CHARTER XXXXXX X.X. | |||||||
| XXXXXX XXXXXXX & CO. INC. | By: Demeter Management Corporation, General Partner | |||||||
| By: | By: | |||||||
| Name: Title: |
Name: Xxxxxx Xxxxx Title: President | |||||||
| XXXXXX XXXXXXX CHARTER WCM L.P. | ||||||||
| By: Demeter Management Corporation, General Partner | ||||||||
| By: | ||||||||
| Name: Xxxxxx Xxxxx Title: President | ||||||||
| XXXXXX XXXXXXX CHARTER ASPECT L.P. | ||||||||
| By: Demeter Management Corporation, General Partner | ||||||||
| By: | ||||||||
| Name: Xxxxxx Xxxxx Title: President | ||||||||
| DEMETER MANAGEMENT CORPORATION | ||||||||
| By: | ||||||||
| Name: Xxxxxx Xxxxx Title: President | ||||||||
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