1 EXHIBIT 10.3 AMENDMENT NO. 1 TO THE ESCROW AGREEMENT AND INSTRUCTIONS AMONG SMITH BARNEY WESTPORT FUTURES FUND L. P., SMITH BARNEY FUTURES MANAGEMENT INC., SMITH BARNEY INC. AND EUROPEAN AMERICAN BANK DATED AS OF APRIL 8, 1997 Capitalized terms used...Escrow Agreement • June 22nd, 1998 • Smith Barney Westport Futures Fund Lp • Commodity contracts brokers & dealers
1 EXHIBIT 1.1 SELLING AGREEMENT SMITH BARNEY WESTPORT FUTURES FUND L. P. 120,000 Units of Limited Partnership Interest AGREEMENT made as of the ___ day of ______, 1997, by and among SMITH BARNEY WESTPORT FUTURES FUND L. P., a New York limited...Selling Agreement • April 10th, 1997 • Smith Barney Westport Futures Fund Lp • New York
1 EXHIBIT 10.1 CUSTOMER AGREEMENT SMITH BARNEY WESTPORT FUTURES FUND L. P. This Agreement made and entered into as of the ___ day of _______, 1997, by and between SMITH BARNEY WESTPORT FUTURES FUND L. P., a New York limited partnership (the...Customer Agreement • April 10th, 1997 • Smith Barney Westport Futures Fund Lp • New York
AMENDMENT NO. I DATED AS OF JUNE 30, 1998 TO THE MANAGEMENT AGREEMENT DATED AS OF APRIL 10, 1997 AMONG SMITH BARNEY FUTURES MANAGEMENT INC., SMITH BARNEY WESTPORT FUTURES FUND L. P., AND JOHN W. HENRY & COMPANY., INC.Management Agreement • June 22nd, 1998 • Smith Barney Westport Futures Fund Lp • Commodity contracts brokers & dealers
MANAGEMENT AGREEMENTManagement Agreement • December 6th, 2012 • Westport Futures Fund L.P. • Commodity contracts brokers & dealers • New York
AGREEMENT made as of the 1st day of December, 2012 among CERES MANAGED FUTURES LLC, a Delaware limited liability company (“CMF”), WESTPORT FUTURES FUND L.P., a New York limited partnership (the “Partnership”) and RABAR MARKET RESEARCH, INC., an Illinois corporation (“Rabar” or the “Advisor”).
Smith Barney Futures Management LLC 388 Greenwich Street, 7th Floor New York, New York 10013-2396 June 11, 2002 John W. Henry & Company, Inc. 301 Yamato Road, Suite 2200 Boca Raton, Fl. 33431-4931 Attn: Mr. Ken Webster Re: Management Agreement...Management Agreement • April 11th, 2003 • Smith Barney Westport Futures Fund Lp • Commodity contracts brokers & dealers
We are writing with respect to your management agreements concerning the commodity pools to which reference is made below (the "Management Agreements"). We are extending the term of the Management Agreements through June 30, 2003 and all other provisions of the Management Agreements will remain unchanged.
EXHIBIT A SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENTLimited Partnership Agreement • December 6th, 2012 • Westport Futures Fund L.P. • Commodity contracts brokers & dealers • New York
This Second Amended and Restated Limited Partnership Agreement dated as of December 1, 2012 (this “Agreement”), by and among Ceres Managed Futures LLC (formerly Smith Barney Futures Management Inc.), 522 Fifth Avenue, 14th Floor, New York, NY 10036 (the “General Partner”), and those other parties who shall execute this Agreement, whether in counterpart or by attorney-in-fact, as limited partners (such other parties who are limited partners are hereinafter collectively referred to as the “Limited Partners.” The General Partner and Limited Partners may be collectively referred to herein as “Partners”). This Agreement amends and restates the Amended and Restated Limited Partnership dated as of June 15, 1998 (the “Amended and Restated Limited Partnership Agreement”), by and among an initial limited partner (the “Initial Limited Partner”), the General Partner and the other limited partners party thereto.
1 EXHIBIT 1.2 SOLICITING DEALER AGREEMENT SMITH BARNEY WESTPORT FUTURES FUND L. P. 120,000 Units of Limited Partnership Interest Ladies and Gentlemen: We have entered into an agreement (the "Selling Agreement") with, and have agreed to act as selling...Soliciting Dealer Agreement • April 10th, 1997 • Smith Barney Westport Futures Fund Lp
Smith Barney Futures Management LLC 388 Greenwich Street, 7th Floor New York, New York 10013-2396 May 31, 2000 John W. Henry & Company, Inc. One Glendinning Place Westport, Ct. 06880 Attn: Ms. Beth Kenton Re: Management Agreement Renewals Dear Ms....Management Agreement • March 29th, 2001 • Smith Barney Westport Futures Fund Lp • Commodity contracts brokers & dealers
We are writing with respect to your management agreements concerning the commodity pools to which reference is made below (the "Management Agreements"). We are extending the term of the Management Agreements through June 30, 2001and all other provisions of the Management Agreements will remain unchanged.
ALTERNATIVE INVESTMENT SELLING AGENT AGREEMENTSelling Agent Agreement • November 14th, 2013 • Westport Futures Fund L.P. • Commodity contracts brokers & dealers • New York
This Alternative Investment Selling Agent Agreement (“Agreement”) is dated as of November 12, 2013, by and among each of the 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.
SUBSCRIPTION ESCROW AGREEMENT Between DEMETER MANAGEMENT CORPORATION and THE BANK OF NEW YORK Dated as of July 25, 2007 ACCOUNT NUMBER(S) SHORT TITLE OF ACCOUNTSubscription Escrow Agreement • March 27th, 2013 • Westport Futures Fund L.P. • Commodity contracts brokers & dealers • New York
Escrow Agreement (the “Agreement”), dated as of July 25, 2007, among The Bank of New York, a New York banking corporation with its principal corporate trust office at 101 Barclay Street, 8W, New York, New York 10286 (the “Escrow Agent”), Demeter Management Corporation, a Delaware corporation (the “General Partner,” on behalf of each of the limited partnerships listed on Exhibit A attached hereto, as such Exhibit A may be amended from time to time (each, a “Partnership” and collectively, the “Partnerships”), and Morgan Stanley & Co. Incorporated, as selling agent (the “Selling Agent”), for itself and for and on behalf of its selected dealers (the “Selected Dealers”), the identity of which will be disclosed to Escrow Agent as the same are selected by the Sales Agent.
AMENDED AND RESTATED ALTERNATIVE INVESTMENT SELLING AGENT AGREEMENTAlternative Investment Selling Agent Agreement • March 8th, 2016 • Westport Futures Fund L.P. • Commodity contracts brokers & dealers • New York
This Amended and Restated Alternative Investment Selling Agent Agreement (“Agreement”) is dated as of March 3, 2016, by and among each of the 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” or “Placement Agent”). Partnerships may be added to this Agreement upon the agreement of the General Partner and MSSB, pursuant to the form of joinder attached as Appendix B to this Agreement. 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.
Amended & Restated Master Services AgreementMaster Services Agreement • August 6th, 2015 • Westport Futures Fund L.P. • 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:
MORGAN STANLEY & CO. LLC LISTED DERIVATIVESu.s. Treasury Securities Purchase Authorization Agreement • November 4th, 2015 • Westport Futures Fund L.P. • 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.
June 22, 1998 John W. Henry & Company One Glendinning Place Westport, Ct. 06880 Attn: Ms. Beth Kenton Re: Management Agreement Renewal Smith Barney Westport Futures Fund L.P. Dear Ms. Kenton: We are writing with respect to your management agreement...Management Agreement • March 31st, 1999 • Smith Barney Westport Futures Fund Lp • Commodity contracts brokers & dealers
We are writing with respect to your management agreement concerning the commodity pool to which reference is made above (the "Management Agreement"). We would like to extend the term of the Management Agreement through June 30, 1999 and make the attached modification on Rider 1. All other provisions of the Management Agreement will remain unchanged.
June 22, 1999 John W. Henry & Company, Inc. One Glendinning Place Westport, Ct. 06880 Attn: Ms. Beth Kenton Re: Management Agreement Renewal Smith Barney Westport Futures Fund L.P. Dear Ms. Kenton: We are writing with respect to your management...Management Agreement • March 29th, 2000 • Smith Barney Westport Futures Fund Lp • Commodity contracts brokers & dealers
We are writing with respect to your management agreement concerning the commodity pool to which reference is made above (the "Management Agreement"). We are extending the term of the Management Agreement through June 30, 2000 and all other provisions of the Management Agreement will remain unchanged.
AMENDED AND RESTATED MANAGEMENT AGREEMENTManagement Agreement • November 16th, 2009 • Westport JWH Futures Fund Lp • Commodity contracts brokers & dealers • New York
AGREEMENT made as of the 10th day of April, 1997 and amended and restated as of the 1st day of March, 2000 among SMITH BARNEY FUTURES MANAGEMENT LLC, a Delaware limited liability company (“SBFM”), SMITH BARNEY WESTPORT FUTURES FUND L. P., a New York limited partnership (the “Partnership”) and JOHN W. HENRY & COMPANY, INC., a Florida corporation (the “Advisor”).
FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • November 16th, 2009 • Westport JWH Futures Fund Lp • Commodity contracts brokers & dealers • New York
Supplement to the Commodity Futures Customer AgreementCommodity Futures Customer Agreement • July 28th, 2017 • Westport Futures Fund L.P. • Commodity contracts brokers & dealers
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.
JOINDER AGREEMENTJoinder Agreement • August 14th, 2009 • Smith Barney Westport Futures Fund Lp • Commodity contracts brokers & dealers • New York
This Joinder Agreement dated as of June 1, 2009 (this “Joinder Agreement”), by and among Citigroup Managed Futures LLC (“CMF”), as the general partner or trading manager of, and on behalf of, the investment funds identified on the schedule attached as Exhibit A to this agreement (each, a “Fund” and collectively, the “Funds”), Citigroup Global Markets Inc. (on behalf of itself and its Smith Barney division) (“CGMI”) and Morgan Stanley Smith Barney LLC (the “Joining Party”) amends the Agency and/or Selling Agreements, as applicable, listed on Exhibit A, including any annexes thereto to which CGMI is a party (each, an “Agency Agreement” and collectively, the “Agency Agreements”), by and among CMF, the Funds, CGMI and the other parties thereto.
AMENDMENT NO. 5 TO ESCROW AGREEMENTEscrow Agreement • March 27th, 2013 • Westport Futures Fund L.P. • Commodity contracts brokers & dealers • New York
WHEREAS, THE BANK OF NEW YORK, a New York banking corporation (the “Escrow Agent”), Ceres Managed Futures LLC (formerly Demeter Management LLC), a Delaware limited liability company (the “General Partner”), and MORGAN STANLEY SMITH BARNEY LLC, a Delaware limited liability company (the “Selling Agent”), have agreed to amend the Escrow Agreement, dated as of the 25th day of July, 2007 (the “Original Escrow Agreement”), as amended by Amendment to No. 1 to the Original Escrow Agreement, dated as of the 1st day of January, 2009 and by Amendment to No. 2 to the Original Escrow Agreement, dated as of the 13th day of October, 2009, by Amendment to No. 3 to the Original Escrow Agreement, dated as of the 1st day of September, 2010 and by Amendment to No. 4 to the Original Escrow Agreement, dated as of the 17th day of May, 2012 (together, with Original Escrow Agreement, the “Escrow Agreement”) among the Escrow Agent, the General Partner, and the Selling Agent, to revise Exhibit A thereto.
AGENCY AGREEMENT WESTPORT JWH FUTURES FUND L.P. (A NEW YORK LIMITED PARTNERSHIP) UNITS OF LIMITED PARTNERSHIP INTEREST November 11, 2009Agency Agreement • November 16th, 2009 • Westport JWH Futures Fund Lp • Commodity contracts brokers & dealers • New York
Westport JWH Futures Fund L.P. (formerly known as Smith Barney Westport Futures Fund L.P.) (the “Partnership”) is organized as a limited partnership under the New York Revised Uniform Limited Partnership Act, as amended and in effect on the date hereof (the “Partnership Act”) for the purpose of speculative trading, either directly or indirectly, in commodity interests including, but not limited to futures contracts, swaps, options, spot, and forward contracts. Ceres Managed Futures LLC (formerly known as Citigroup Managed Futures LLC), a Delaware limited liability company (the “General Partner”), offered units of limited partnership interest in the Partnership (the “Units”) publicly from August 1, 1997 through February 1, 1998 and has offered Units privately since March 15, 2000.
Amendment No. 2 to the Second Amended and Restated Limited Partnership Agreement of Westport Futures Fund L.P. dated as of December 1, 2012 and as amended by Amendment No. 1 dated as of August 8, 2014 (the “Agreement”)Limited Partnership Agreement • January 6th, 2016 • Westport Futures Fund L.P. • Commodity contracts brokers & dealers
WHEREAS, consistent with the General Partner’s authority to amend the Agreement without the consent of the Limited Partners under Paragraph 17(a), the Agreement shall be amended as follows:
2- 3 leverage employed shall not be deemed to be material and no prior notice or consent shall be required. The Advisor also agrees to provide SBFM, upon request, with a written report of the assets under the Advisor's management together with all...Management Agreement • April 10th, 1997 • Smith Barney Westport Futures Fund Lp • New York
Amendment No. 1 to the Second Amended and Restated Limited Partnership Agreement of Westport Futures Fund L.P. dated as of December 1, 2012 (the “Agreement”)Limited Partnership Agreement • August 13th, 2014 • Westport Futures Fund L.P. • Commodity contracts brokers & dealers
WHEREAS, consistent with the General Partner’s authority to amend the Agreement without the consent of the Limited Partners under Paragraph 17(a), the Agreement shall be amended as follows:
June 1, 2012 John W. Henry & Company, Inc.Management Agreement • March 27th, 2013 • Westport Futures Fund L.P. • Commodity contracts brokers & dealers
August 8, 2014 Morgan Stanley Smith Barney LLCAlternative Investment Selling Agent Agreement • August 13th, 2014 • Westport Futures Fund L.P. • Commodity contracts brokers & dealers
June 1, 2013 Rabar Market Research, Inc.Management Agreement • March 28th, 2014 • Westport Futures Fund L.P. • Commodity contracts brokers & dealers
April 7, 2014 Morgan Stanley Smith Barney LLCAlternative Investment Selling Agent Agreement • May 14th, 2014 • Westport Futures Fund L.P. • Commodity contracts brokers & dealers
June 1, 2014 Rabar Market Research, Inc.Management Agreement • March 30th, 2015 • Westport Futures Fund L.P. • Commodity contracts brokers & dealers
AMENDMENT NO. 1 TO THE ESCROW AGREEMENT AND INSTRUCTIONS AMONG SMITH BARNEY WESTPORT FUTURES FUND L. P., SMITH BARNEY FUTURES MANAGEMENT INC., SMITH BARNEY INC. AND EUROPEAN AMERICAN BANK DATED AS OF APRIL 8, 1997Escrow Agreement • November 16th, 2009 • Westport JWH Futures Fund Lp • Commodity contracts brokers & dealers
Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Escrow Agreement and Instructions (the “Escrow Agreement”) dated as of April 8, 1997.
June 1, 2015 Rabar Market Research, Inc.Management Agreement • March 28th, 2016 • Westport Futures Fund L.P. • Commodity contracts brokers & dealers
June 1, 2011 John W. Henry & Company, Inc.Management Agreement • March 30th, 2012 • Westport JWH Futures Fund Lp • Commodity contracts brokers & dealers
June 1, 2010 John W. Henry & Company, Inc. 301 Yamato Road, Suite 2200 Boca Raton, Fl. 33431-4931 Attn: Mr. Ken Webster Re: Management Agreement Renewals Dear Mr. Webster:Management Agreement • March 31st, 2011 • Westport JWH Futures Fund Lp • Commodity contracts brokers & dealers
We are writing with respect to your management agreements concerning the commodity pools to which reference is made below (the “Management Agreements”). We are extending the term of the Management Agreements through June 30, 2011 and all other provisions of the Management Agreements will remain unchanged.
Re: Management Agreement RenewalsManagement Agreement • March 29th, 2006 • Smith Barney Westport Futures Fund Lp • Commodity contracts brokers & dealers
We are writing with respect to your management agreements concerning the commodity pools to which reference is made below (the "Management Agreements"). We are extending the term of the Management Agreements through June 30, 2006 and all other provisions of the Management Agreements will remain unchanged.
