MANAGEMENT AGREEMENTManagement Agreement • April 30th, 2007 • Smith Barney Warrington Fund L P • New York
AGREEMENT made as of the 31st day of December, 2005 among CITIGROUP MANAGED FUTURES LLC, a Delaware limited liability company (“CMF”), SMITH BARNEY WARRINGTON FUND L.P., a New York limited partnership (the “Partnership”) and WARRINGTON MGT., L.P., a Delaware limited partnership (the “Advisor”).
Fourth Amended and Restated Limited Partnership Agreement of Warrington Fund L.P.Limited Partnership Agreement • August 15th, 2011 • Warrington Fund Lp • Commodity contracts brokers & dealers • New York
This Fourth Amended and Restated Limited Partnership Agreement (this “Agreement”), dated and effective as of June 15, 2011, is by and among Ceres Managed Futures LLC (formerly Citigroup Managed Futures LLC) (the “General Partner”), Warrington Trading, LLC (the “Special Limited Partner”) and those other parties who shall execute this Agreement, whether in counterpart or by attorney-in-fact, as limited partners. (The Special Limited Partner and such other parties who are limited partners are hereinafter collectively referred to as the “Limited Partners.” The General Partner and the Limited Partners may be collectively referred to herein as “Partners.”) This Agreement amends and restates the Third Amended and Restated Limited Partnership Agreement dated as of December 21, 2009 (the “Third Amended and Restated Limited Partnership Agreement”) by and among the General Partner, the Special Limited Partner and the other limited partners party thereto.
ALTERNATIVE INVESTMENT SELLING AGENT AGREEMENTSelling Agent Agreement • November 14th, 2013 • Managed Futures Premier Warrington 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 • Managed Futures Premier Warrington 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.
WARRINGTON FUND L.P. SUBSCRIPTION/EXCHANGE AGREEMENTSubscription/Exchange Agreement • November 14th, 2012 • Warrington Fund Lp • Commodity contracts brokers & dealers • New York
JOINDER AGREEMENTJoinder Agreement • August 14th, 2009 • Smith Barney Warrington 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.
APPENDIX B — SUBSCRIPTION AGREEMENT WARRINGTON FUND L.P. (a New York limited partnership) Subscription Agreement CREDIT SUISSE SECURITIES (USA) LLC (Placement Agent)Subscription Agreement • November 16th, 2009 • Warrington Fund Lp • Commodity contracts brokers & dealers • New York
Sixth Amended and Restated Limited Partnership Agreement of Managed Futures Premier Warrington L.P.Limited Partnership Agreement • May 14th, 2015 • Managed Futures Premier Warrington L.P. • Commodity contracts brokers & dealers • New York
This Sixth Amended and Restated Limited Partnership Agreement (this “Agreement”), effective as of the close of business on March 31, 2015, is by and among Warrington GP, LLC (the “General Partner”), Warrington SLP, LP (the “Special Limited Partner”), Warrington Asset Management LLC (the “Advisor”) and those other parties who shall execute this Agreement, whether in counterpart or by attorney-in-fact, as limited partners. (The Special Limited Partner and such other parties who are limited partners are hereinafter collectively referred to as the “Limited Partners.” The General Partner and the Limited Partners may be collectively referred to herein as “Partners.”) This Agreement amends and restates the Fifth Amended and Restated Limited Partnership Agreement dated as of January 30, 2012, as amended by Amendment No. 1 to the Fifth Amended and Restated Limited Partnership Agreement executed on November 30, 2012 and Amendment No. 2 to the Fifth Amended and Restated Limited Partnership Agreem
Wells Fargo Securities, LLC FUTURES AND CLEARED SWAPS AGREEMENTFutures and Cleared Swaps Agreement • May 14th, 2015 • Managed Futures Premier Warrington L.P. • Commodity contracts brokers & dealers • New York
This Futures and Cleared Swaps Agreement (the “Agreement”), dated as of 3/16/15, sets forth the terms and conditions pursuant to which Wells Fargo Securities, LLC (“WFS”), acting as a futures commission merchant (“FCM”), and Managed Futures Premier Warrington LP (“Customer”) have agreed shall govern the purchase, sale, execution, clearing and carrying of derivatives products cleared through WFS, including futures contracts and options on future contracts, including foreign futures and options, commodities and commodity options and Cleared Derivatives Transactions (as defined in the Cleared Derivatives Transactions Addendum attached hereto) cleared through one or more of the derivatives clearing organizations or other clearinghouses (collectively, “Derivatives”) for the account and risk of Customer through one or more accounts carried by WFS on behalf of and in the name of Customer (collectively, the “Account”). The Agreement includes the Annexes and Schedules incorporated herein and in
AMENDED AND RESTATED AGENCY AGREEMENT SMITH BARNEY WARRINGTON FUND L.P. (A NEW YORK LIMITED PARTNERSHIP) UNITS OF LIMITED PARTNERSHIP INTEREST April 26, 2007Agency Agreement • April 30th, 2007 • Smith Barney Warrington Fund L P • New York
CUSTOMER AGREEMENTCustomer Agreement • August 14th, 2017 • Managed Futures Premier Warrington L.P. • Commodity contracts brokers & dealers • Illinois
In consideration of the acceptance and maintenance of one or more accounts in commodities, commodity futures contracts, options or commodities or options on commodity futures co ntracts (collectively, “futures contracts”) by Wedbush Futures a division of Wedbush Securities, Inc (“Broker”).
Citigroup Managed Futures Account Agreement and Forms Smith Barney Warrington Fund L.P. Citigroup Global Markets Inc.Futures Account Agreement • April 30th, 2007 • Smith Barney Warrington Fund L P • Warrington
This Futures Account Agreement (“Agreement”) between Citigroup Global Markets Inc. (“CGM”) and Smith Barney Warrington Fund L.P. (“Customer”), shall govern Customer’s futures account (the “Account”) with CGM relating to the purchase and sale of futures contracts (“Futures Contracts”), options on futures contracts and commodities (“Options Contracts”), and, if applicable, over the counter purchases and sales of coins, bullion, and metals, energy, and foreign currencies (all collectively, including Futures Contracts and Options Contracts, “Contracts”).
June 1, 2010 Warrington Asset Management 200 Crescent Court — Suite 900 Dallas, Texas 75201 Attention: Mr. Scott C. Kimple Re: Management Agreement Renewal Dear Mr. Kimple:Management Agreement • March 31st, 2011 • Warrington Fund Lp • Commodity contracts brokers & dealers
We are writing with respect to your management agreement concerning the commodity pool to which reference is made below (the “Management Agreement”). We are extending the term of the Management Agreement through June 30, 2011 and all other provisions of the Management Agreement will remain unchanged.
CUSTOMER AGREEMENTCustomer Agreement • August 14th, 2017 • Managed Futures Premier Warrington L.P. • Commodity contracts brokers & dealers
In consideration of the acceptance by ADM Investor Services, Inc. ("ADMIS") acting as broker, dealer or counterparty, of one or more accounts of the undersigned ("Customer") for the purchase or sale of commodity futures, commodity options, forward contracts, foreign exchange, physical or cash commodities, and exchange for physical ("EFP") or Exchange for Risk ("EFR") transactions (Collectively "Commodity Contracts") it is agreed as follows:
June 1, 2011 Warrington Asset ManagementManagement Agreement • March 30th, 2012 • Warrington Fund Lp • Commodity contracts brokers & dealers
APPENDIX B — SUBSCRIPTION AGREEMENTSubscription Agreement • November 16th, 2009 • Warrington Fund Lp • Commodity contracts brokers & dealers • New York
April 7, 2014 Morgan Stanley Smith Barney LLCAlternative Investment Selling Agent Agreement • May 15th, 2014 • Managed Futures Premier Warrington L.P. • Commodity contracts brokers & dealers
Amendment No. 2 to the Fifth Amended and Restated Limited Partnership Agreement of Managed Futures Premier Warrington L.P. dated as of January 30, 2012 (the “Agreement”)Limited Partnership Agreement • April 6th, 2015 • Managed Futures Premier Warrington L.P. • Commodity contracts brokers & dealers
WHEREAS, on February 23, 2015, Limited Partners of Managed Futures Premier Warrington L.P. (the “Partnership”) owning more than 50% of each class of units of limited partnership interest (the “Units”) outstanding, voted by proxy statement to: (i) waive the meeting of the Partnership, which would have been for the purpose of admitting a new general partner, and all related requirements pursuant to Section 18(b) of the Agreement, (ii) elect Warrington GP, LLC to the position of general partner, and (iii) waive the 90-day notice requirement for Ceres Managed Futures LLC’s withdrawal from the Partnership as general partner; and
MANAGEMENT AGREEMENTManagement Agreement • July 3rd, 2012 • Warrington Fund Lp • Commodity contracts brokers & dealers • New York
AGREEMENT effective as of the 24th day of July, 2011 among CERES MANAGED FUTURES LLC, a Delaware limited liability company (“CMF” or the “General Partner”), WARRINGTON FUND L.P., a New York limited partnership (the “Partnership”) and WARRINGTON ASSET MANAGEMENT, LLC, a Delaware limited liability company (the “Advisor”).
INVESTMENT MANAGEMENT AGREEMENT FOR MANAGED FUTURES PREMIER WARRINGTON L.P.Investment Management Agreement • May 14th, 2015 • Managed Futures Premier Warrington L.P. • Commodity contracts brokers & dealers • Delaware
THIS INVESTMENT MANAGEMENT AGREEMENT (this “Agreement”), is dated effective as of the close of business on March 31, 2015, by and among Managed Futures Premier Warrington L.P., a New York limited partnership (the “Partnership”), Warrington GP, LLC, a Delaware limited liability company (the “General Partner”), as the general partner of the Partnership, and Warrington Asset Management LLC, a Delaware limited liability company (the “Trading Advisor”), the trading advisor of the Partnership. Capitalized terms used herein and not otherwise defined herein shall have the defined meanings given to such terms in the Limited Partnership Agreement of the Partnership, as last amended and dated effective as of the close of business on March 31, 2015 (the “Partnership Agreement”), by and among the General Partner, as general partner, and the persons admitted thereto as limited partners.
SUBSCRIPTION AGREEMENTSubscription Agreement • April 30th, 2007 • Smith Barney Warrington Fund L P • New York
ContractEscrow Agreement • November 16th, 2009 • Warrington Fund Lp • Commodity contracts brokers & dealers • New York
ESCROW AGREEMENT dated as of December 23, 2005 (this “Escrow Agreement”) by and among Smith Barney Warrington Fund L.P. (the “Partnership”), Citigroup Managed Futures LLC (the “General Partner”), Citigroup Global Markets Inc. (“CGM”) and JPMorgan Chase Bank, N.A., a national association (the “Escrow Agent”).
June 1, 2014 Warrington Asset Management, LLCManagement Agreement • March 30th, 2015 • Managed Futures Premier Warrington L.P. • Commodity contracts brokers & dealers
August 8, 2014 Morgan Stanley Smith Barney LLCAlternative Investment Selling Agent Agreement • August 13th, 2014 • Managed Futures Premier Warrington L.P. • Commodity contracts brokers & dealers
Amendment No. 1 to the Fifth Amended and Restated Limited Partnership Agreement of Managed Futures Premier Warrington L.P. dated as of January 30, 2012 (the “Agreement”)Limited Partnership Agreement • December 6th, 2012 • Warrington Fund Lp • Commodity contracts brokers & dealers
The second sentence of Section 1 of the Agreement, effective as of November 30, 2012, is hereby deleted and replaced by the following: The name of the limited partnership is Managed Futures Premier Warrington L.P.
MORGAN STANLEY SMITH BARNEY LLC CONTINUING SERVICES AGREEMENTContinuing Services Agreement • May 14th, 2015 • Managed Futures Premier Warrington L.P. • Commodity contracts brokers & dealers • New York
THIS CONTINUING SERVICES AGREEMENT (“Agreement”) is made as of the 31st day of March, 2015, by and between Warrington GP, LLC, the Fund’s general partner (the “General Partner”), Warrington Asset Management, LLC, the Fund’s advisor (“Manager”, together with the General Partner, “Warrington”), Managed Futures Premier Warrington L.P. (the “Fund”), and Morgan Stanley Smith Barney LLC (“Service Provider”).
CREDIT SUISSE SECURITIES (USA) LLC CONTINUING SERVICES AGREEMENTContinuing Services Agreement • May 14th, 2015 • Managed Futures Premier Warrington L.P. • Commodity contracts brokers & dealers • New York
THIS CONTINUING SERVICES AGREEMENT (this “Agreement”) is made as of the 31st day of March, 2015, by and between Warrington GP, LLC, the Fund’s general partner (the “General Partner”), Warrington Asset Management, LLC, the Fund’s advisor (“Manager”, together with the General Partner, “Warrington”), Managed Futures Premier Warrington L.P. (the “Fund”), and Credit Suisse Securities (USA) LLC (the “Service Provider”).
SERVICES AGREEMENTServices Agreement • January 7th, 2011 • Warrington Fund Lp • Commodity contracts brokers & dealers • New York
Agreement, made as of the 6th day of January, 2011 (the “Agreement”), by and among Warrington Fund L.P., a New York limited partnership (the “Fund”), Ceres Managed Futures LLC, a Delaware limited liability company and the general partner of the Fund (the “General Partner”), Citigroup Global Markets Inc., a New York corporation and commodity broker of the Fund (“CGM”) and Robert W. Baird & Co. Incorporated, a Wisconsin corporation (the “Service Provider”).
June 1, 2013 Warrington Asset Management, LLCManagement Agreement • March 28th, 2014 • Managed Futures Premier Warrington L.P. • Commodity contracts brokers & dealers
June 1, 2012 Warrington Asset Management LLCManagement Agreement • March 27th, 2013 • Managed Futures Premier Warrington L.P. • Commodity contracts brokers & dealers
FUTUREs and CLEARED DERIVATIVES TRANSACTIONS CUSTOMER AGREEMENTFutures and Cleared Derivatives Transactions Customer Agreement • November 8th, 2019 • Managed Futures Premier Warrington L.P. • Commodity contracts brokers & dealers • New York
AMENDMENT NO. 5 TO ESCROW AGREEMENTEscrow Agreement • March 27th, 2013 • Managed Futures Premier Warrington 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.
