EXHIBIT 1.02 FORM OF ADDITIONAL SELLER AGREEMENTMorgan Stanley Charter Campbell Lp • March 28th, 2002 • New York
FORM OF AMENDED AND RESTATED ESCROW AGREEMENTEscrow Agreement • March 28th, 2002 • Morgan Stanley Charter Campbell Lp • New York
FORM OF FOREIGN EXCHANGE AND OPTIONS MASTER AGREEMENT (FEOMA)Master Agreement • March 28th, 2002 • Morgan Stanley Charter Campbell Lp • New York
FORM OF AMENDMENT NO. 1 TO MANAGEMENT AGREEMENTManagement Agreement • October 23rd, 2003 • Morgan Stanley Charter Campbell Lp • Commodity contracts brokers & dealers
AMENDMENT NO. 1 TOManagement Agreement • June 19th, 2006 • Morgan Stanley Charter Campbell Lp • Commodity contracts brokers & dealers
FORM OF MANAGEMENT AGREEMENTManagement Agreement • March 28th, 2002 • Morgan Stanley Charter Campbell Lp • New York
Exhibit 1.02 FORM OF AMENDMENT NO. 1 TO MORGAN STANLEY CHARTER SERIES AMENDED AND RESTATED SELLING AGREEMENT The Amended and Restated Selling Agreement, dated as of July 29, 2002 (the "Selling Agreement"), among Morgan Stanley Charter Graham L.P.,...Selling Agreement • February 13th, 2003 • Morgan Stanley Charter Campbell Lp • Commodity contracts brokers & dealers
Exhibit 10.07 CUSTOMER AGREEMENT THIS CUSTOMER AGREEMENT (this "Agreement") made as of the 31 st day of August, 2002, by and among MORGAN STANLEY CHARTER CAMPBELL L.P. a Delaware limited partnership (the "Customer") and MORGAN STANLEY & CO....Customer Agreement • February 13th, 2003 • Morgan Stanley Charter Campbell Lp • Commodity contracts brokers & dealers
Exhibit 10.09 SECURITIES ACCOUNT CONTROL AGREEMENT SECURITIES ACCOUNT CONTROL AGREEMENT dated as of August 31, 2002 among Morgan Stanley Charter CAMPBELL L.P. (the "LIEN GRANTOR"), MORGAN STANLEY & CO. INCORPORATED (the "SECURED PARTY"), and MORGAN...Securities Account Control Agreement • February 13th, 2003 • Morgan Stanley Charter Campbell Lp • Commodity contracts brokers & dealers • New York
Exhibit 10.06 COMMODITY FUTURES CUSTOMER AGREEMENT BETWEEN MORGAN STANLEY CHARTER CAMPBELL L.P. AND MORGAN STANLEY & CO. INCORPORATEDCommodity Futures Customer Agreement • February 13th, 2003 • Morgan Stanley Charter Campbell Lp • Commodity contracts brokers & dealers • New York
ALTERNATIVE INVESTMENT PLACEMENT AGENT AGREEMENTAlternative Investment • August 12th, 2014 • Morgan Stanley Smith Barney Charter Campbell Lp • Commodity contracts brokers & dealers • 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.
MORGAN STANLEY & CO. LLC LISTED DERIVATIVESSecurities Purchase Authorization Agreement • November 4th, 2015 • Morgan Stanley Smith Barney Charter Campbell Lp • Commodity contracts brokers & dealers
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.
THIRD AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENTLimited Partnership Agreement • January 7th, 2016 • Morgan Stanley Smith Barney Charter Campbell Lp • Commodity contracts brokers & dealers • Delaware
This Third 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 26, 2002, which was previously amended and restated as of February 26, 2003 and April 25, 2005, 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.
FORM OF CUSTOMER AGREEMENTArbitration Agreement • March 28th, 2002 • Morgan Stanley Charter Campbell Lp • New York
Exhibit 10.04 AMENDED AND RESTATED ESCROW AGREEMENTEscrow Agreement • February 13th, 2003 • Morgan Stanley Charter Campbell Lp • Commodity contracts brokers & dealers • New York
AMENDED AND RESTATED COMMODITY FUTURES CUSTOMER AGREEMENTCommodity Futures Customer Agreement • November 13th, 2013 • Morgan Stanley Smith Barney Charter Campbell Lp • Commodity contracts brokers & dealers • 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.
Amended & Restated Master Services AgreementMaster Services Agreement • August 6th, 2015 • Morgan Stanley Smith Barney Charter Campbell Lp • Commodity contracts brokers & dealers • New York
This Amended & Restated Master Services Agreement (the “Agreement”) is entered into and effective as of March 31, 2015 (the “Effective Date”) by and among:
FORM OF CUSTOMER AGREEMENTForm of Customer Agreement • March 28th, 2002 • Morgan Stanley Charter Campbell Lp
FORM OF AMENDMENT NO. 1 TO CUSTOMER AGREEMENTMorgan Stanley Charter Campbell Lp • October 23rd, 2003 • Commodity contracts brokers & dealers
AMENDMENT NO. 1 TO THE AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF MORGAN STANLEY CHARTER CAMPBELL L.P.Morgan Stanley Charter Campbell Lp • June 4th, 2009 • Commodity contracts brokers & dealers
AMENDMENT NO. 3 TO THE MANAGEMENT AGREEMENTManagement Agreement • January 6th, 2011 • Morgan Stanley Smith Barney Charter Campbell Lp • Commodity contracts brokers & dealers
WHEREAS, MORGAN STANLEY SMITH BARNEY CHARTER CAMPBELL L.P., a Delaware limited partnership (the “Partnership”), CERES MANAGED FUTURES LLC, a Delaware limited liability company (the “General Partner”), and CAMPBELL & COMPANY, INC., a Maryland corporation (the “Trading Advisor”), have agreed to amend the Management Agreement, by and among the Partnership, the General Partner, and the Trading Advisor, dated as of August 31, 2002, as amended by an Amendment No. 1 to the Management Agreement dated as of July 31, 2003 (“Amendment No. 1 to the Management Agreement”) and as further amended by an Amendment No. 2 to the Management Agreement dated as of June 13, 2006 (together, the “Management Agreement”) 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.
Exhibit 10.05(b) AMENDMENT NO. 2 TO CUSTOMER AGREEMENT WHEREAS, MORGAN STANLEY CHARTER CAMPBELL L.P., a Delaware limited partnership (the "Customer"), and MORGAN STANLEY DW INC., a Delaware corporation ("Morgan Stanley DW"), have agreed to amend the...Morgan Stanley Charter Campbell Lp • August 11th, 2005 • Commodity contracts brokers & dealers
Exhibit 10.05(b) AMENDMENT NO. 2 TO CUSTOMER AGREEMENT WHEREAS, MORGAN STANLEY CHARTER CAMPBELL 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, dated as of the 31st day of August 2002, 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) referred to in the first paragraph of Sect
MASTER AGREEMENT (FEOMA)Master Agreement • April 5th, 2006 • Morgan Stanley Charter Campbell Lp • Commodity contracts brokers & dealers • New York
AMENDMENT NO. 1Morgan Stanley Charter Campbell Lp • April 1st, 2005 • Commodity contracts brokers & dealers
Exhibit 10.01 MANAGEMENT AGREEMENT THIS AGREEMENT, made as of the 31st day of August 2002, among MORGAN STANLEY CHARTER CAMPBELL L.P., a Delaware limited partnership (the "Partnership"), DEMETER MANAGEMENT CORPORATION, a Delaware corporation (the...Management Agreement • February 13th, 2003 • Morgan Stanley Charter Campbell Lp • Commodity contracts brokers & dealers • New York
FOREIGN EXCHANGE AND OPTIONS MASTER AGREEMENT (FEOMA) MASTER AGREEMENT dated as of August 31, 2002 by and between Morgan Stanley & Co. Incorporated, a Delaware corporation and Morgan Stanley Charter Campbell L.P., a Delaware limited partnership....Master Agreement • May 14th, 2003 • Morgan Stanley Charter Campbell Lp • Commodity contracts brokers & dealers • New York
AMENDMENT NO. 1 TO MANAGEMENT AGREEMENTMorgan Stanley Charter Campbell Lp • March 10th, 2004 • Commodity contracts brokers & dealers
FORM OF SECURITIES ACCOUNT CONTROL AGREEMENTMorgan Stanley Charter Campbell Lp • March 28th, 2002 • New York
AMENDMENT NO. 4 TO THE MANAGEMENT AGREEMENTManagement Agreement • August 12th, 2014 • Morgan Stanley Smith Barney Charter Campbell Lp • Commodity contracts brokers & dealers
WHEREAS, MORGAN STANLEY SMITH BARNEY CHARTER CAMPBELL L.P., a Delaware limited partnership (the “Partnership”), CERES MANAGED FUTURES LLC, a Delaware limited liability company (the “General Partner”), and CAMPBELL & COMPANY, INC., a Maryland corporation (the “Trading Advisor”), have agreed to amend the Management Agreement, by and among the Partnership, the General Partner, and the Trading Advisor, dated as of August 31, 2002, as amended by an Amendment No. 1 to the Management Agreement dated as of July 31, 2003, Amendment No. 2 to the Management Agreement dated as of June 13, 2006, and Amendment No. 3 to the Management Agreement dated as of January 1, 2011 (together, the “Management Agreement”) 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.
