MANAGEMENT AGREEMENTManagement Agreement • April 30th, 2008 • Citigroup Abingdon Futures Fund LP • New York
AGREEMENT made as of the 21st day of November, 2006 among CITIGROUP MANAGED FUTURES LLC, a Delaware limited liability company (‘‘CMF’’ or the ‘‘General Partner’’), CITIGROUP ABINGDON FUTURES FUND L.P., a New York limited partnership (the ‘‘Partnership’’) and WINTON CAPITAL MANAGEMENT LIMITED, a United Kingdom company (‘‘Winton’’ or the ‘‘Advisor’’).
International Swaps and Derivatives Association, Inc. dated as July 12, 20172002 Master Agreement • August 10th, 2017 • Managed Futures Premier Abingdon L.P. • Commodity contracts brokers & dealers
have entered and/or anticipate entering into one or more transactions (each a “Transaction”) that are or will be governed by this 2002 Master Agreement, which includes the schedule (the “Schedule”), and the documents and other confirming evidence (each a “Confirmation”) exchanged between the parties or otherwise effective for the purpose of confirming or evidencing those Transactions. This 2002 Master Agreement and the Schedule are together referred to as this “Master Agreement”.
Fifth Amended and Restated Limited Partnership Agreement of Ceres Abingdon L.P.Limited Partnership Agreement • November 20th, 2017 • Ceres Abingdon L.P. • Commodity contracts brokers & dealers • New York
This Fifth Amended and Restated Limited Partnership Agreement (this “Agreement”), dated and effective as of November 15, 2017, is by and among Ceres Managed Futures LLC (formerly Citigroup Managed Futures LLC) (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 the Limited Partners may be collectively referred to herein as “Partners.”) This Agreement amends and restates the Fourth Amended and Restated Limited Partnership Agreement, dated as of November 29, 2012, as amended by that Amendment No. 1, dated as of December 30, 2015 (the “Fourth Amended and Restated Limited Partnership Agreement”) by and among the General Partner and the other limited partners party thereto.
ALTERNATIVE INVESTMENT SELLING AGENT AGREEMENTSelling Agent Agreement • November 14th, 2013 • Managed Futures Premier Abingdon 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.
Institutional Account Agreement Account Number(s) XXX-XXXXX Account Title CMF WINTON MASTER L.P.Institutional Account Agreement • August 10th, 2017 • Managed Futures Premier Abingdon L.P. • Commodity contracts brokers & dealers • New York
This Institutional Account Agreement (together with any annexes or supplements hereto, this “Agreement”), dated as of July 12, 2017, is by and among CMF Winton Master L.P., a limited partnership organized under the laws of New York (“you” or, as the context requires, “your”), and J.P. Morgan Securities LLC (“JPMS”), JPMorgan Chase Bank, N.A., J.P. Morgan Securities plc, J.P. Morgan Securities (Asia Pacific) Limited, J.P. Morgan Securities Asia Private Limited, J.P. Morgan Securities Australia Limited, JPMorgan Securities Japan Co., Ltd., J.P. Morgan Prime Nominees Limited, J.P. Morgan Markets Limited, J.P. Morgan Prime Inc. and any other JPM Affiliate notified to you from time to time (JPMS and such JPM Affiliates, individually and collectively as the context requires, a “JP Morgan Entity,” “JP Morgan,” “us,” “our” or “we”).
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 ACCOUNTEscrow Agreement • March 27th, 2013 • Managed Futures Premier Abingdon 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.
SCHEDULE to theIsda Master Agreement • August 10th, 2017 • Managed Futures Premier Abingdon L.P. • Commodity contracts brokers & dealers • New York
AMENDED AND RESTATED ALTERNATIVE INVESTMENT SELLING AGENT AGREEMENTSelling Agent Agreement • March 8th, 2016 • Managed Futures Premier Abingdon 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 • Managed Futures Premier Abingdon 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 DERIVATIVESSecurities Purchase Authorization Agreement • November 4th, 2015 • Managed Futures Premier Abingdon 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.
ABINGDON FUTURES FUND L.P. SUBSCRIPTION/EXCHANGE AGREEMENT To accompany the Private Placement Offering Memorandum and Disclosure Document dated November 30, 2012. NOT FOR USE AFTER AUGUST 30, 2013.Exchange Agreement • November 14th, 2012 • Abingdon Futures Fund LP • Commodity contracts brokers & dealers • New York
CASH SUBSCRIPTIONS Note: only use this section for cash purchases or adding cash to an exchange subscription to meet the minimum
Supplement to the Commodity Futures Customer AgreementCommodity Futures Customer Agreement • July 28th, 2017 • Managed Futures Premier Abingdon 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.
AMENDMENT TO THE AMENDED AND RESTATED ALTERNATIVE INVESTMENT SELLING AGENT AGREEMENTSelling Agent Agreement • July 8th, 2020 • Ceres Abingdon L.P. • Commodity contracts brokers & dealers • New York
This amendment (“Amendment”) dated as the 23rd day of June, 2020 to the Amended and Restated Alternative Investment Selling Agent Agreement (the “Agreement”) dated as of March 3, 2016, as amended from time to time, 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”). Capitalized terms used herein but not otherwise defined shall have the respective meanings assigned to them in the Agreement.
JOINDER AGREEMENTJoinder Agreement • August 14th, 2009 • Citigroup Abingdon 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.
SUBSCRIPTION AGREEMENTSubscription Agreement • November 16th, 2009 • Abingdon Futures Fund LP • Commodity contracts brokers & dealers • New York
CGM Account No.: ________________________ _________Please check here if employed by Morgan Stanley Smith Barney LLC or an affiliate. _________Please check here if employed by Citigroup Global Markets Inc. or an affiliate.
Amendment No. 1 to the Fourth Amended and Restated Limited Partnership Agreement of Managed Futures Premier Abingdon L.P. dated as of November 29, 2012 (the “Agreement”)Managed Futures Premier Abingdon L.P. • January 6th, 2016 • 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:
AMENDED AND RESTATED MANAGEMENT AGREEMENTManagement Agreement • July 9th, 2014 • Managed Futures Premier Abingdon L.P. • Commodity contracts brokers & dealers • New York
This AGREEMENT made as of the 3rd day of July, 2014 among CERES MANAGED FUTURES LLC (formerly, Citigroup Managed Futures LLC and Smith Barney Futures Management LLC), a Delaware limited liability company (“CMF”), each fund listed in Schedule A, as such schedule may be updated from time to time in accordance with Paragraph 11 (each, a “CMF Feeder Fund” and collectively, the “CMF Feeder Funds”), CMF WINTON MASTER L.P. (the “Master Fund” and together with the CMF Feeder Funds, each, a “Fund” and collectively, the “Funds”) and WINTON CAPITAL MANAGEMENT LIMITED, a company registered in England and Wales (“Winton” or the “Advisor”).
AMENDMENT NO. 5 TO ESCROW AGREEMENTEscrow Agreement • March 27th, 2013 • Managed Futures Premier Abingdon 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.
SUBSCRIPTION AGREEMENT ABINGDON FUTURES FUND L.P. (a New York limited partnership) Subscription Agreement CREDIT SUISSE SECURITIES (USA) LLCSubscription Agreement • November 16th, 2009 • Abingdon Futures Fund LP • Commodity contracts brokers & dealers • New York
ContractForeign Exchange and Bullion Authorization Agreement • August 10th, 2017 • Managed Futures Premier Abingdon L.P. • Commodity contracts brokers & dealers • New York
FOREIGN EXCHANGE AND BULLION AUTHORIZATION AGREEMENT (the “Agreement”), dated as of July 12, 2017, among JPMorgan Chase Bank, N.A. (“JPMC”) and CMF Winton Master L.P. (the “Fund”).
AMENDED AND RESTATED MANAGEMENT AGREEMENTManagement Agreement • May 2nd, 2011 • Abingdon Futures Fund LP • Commodity contracts brokers & dealers • New York
This AGREEMENT made as of the 29th day of April, 2011 among CERES MANAGED FUTURES LLC, a Delaware limited liability company (“CMF” or the “General Partner”), ABINGDON FUTURES FUND L.P., a New York limited partnership (the “Partnership”) and WINTON CAPITAL MANAGEMENT LIMITED, a United Kingdom company (“Winton” or the “Advisor,” together with the General Partner and the Partnership, the “Parties”). This Agreement amends and restates the Management Agreement dated as of November 21, 2006 (the “Existing Agreement”), by and among the Parties.
AGENCY AGREEMENT CITIGROUP ABINGDON FUTURES FUND L.P. (A NEW YORK LIMITED PARTNERSHIP) UNITS OF LIMITED PARTNERSHIP INTEREST May 28, 2007Agency Agreement • April 30th, 2008 • Citigroup Abingdon Futures Fund LP • New York
Citigroup Managed Futures LLC, a Delaware limited liability company (the ‘‘General Partner’’), has caused Citigroup Abingdon Futures Fund L.P. (the ‘‘Partnership’’) to be 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. The General Partner desires to raise a minimum of $5,000,000 in capital for the Partnership by the sale of units of limited partnership interest therein (the ‘‘Units’’) to certain qualified investors pursuant to Rule 506 of Regulation D (‘‘Reg. D’’) under section 4(2) of the Securities Act of 1933, as amended (the ‘‘Securities Act’’). The General Partner, the Partnership, the business of the Partnership and the Units are described in a Private Placement Offering Memorandu
August 8, 2014 Morgan Stanley Smith Barney LLCManaged Futures Premier Abingdon L.P. • August 13th, 2014 • Commodity contracts brokers & dealers
Subscription AgreementSubscription Agreement • April 30th, 2008 • Citigroup Abingdon Futures Fund LP
AMENDMENT TO THE MANAGEMENT AGREEMENTThe Management Agreement • January 6th, 2012 • Abingdon Futures Fund LP • Commodity contracts brokers & dealers
This AMENDMENT dated as of the 1st day of January, 2012, to the AMENDED AND RESTATED MANAGEMENT AGREEMENT made as of the 29th day of April, 2011, among CERES MANAGED FUTURES LLC, a Delaware limited liability company (“CMF”), ABINGDON FUTURES FUND L.P., a New York limited partnership (the “Partnership”) and WINTON CAPITAL MANAGEMENT LIMITED, a United Kingdom company (the “Advisor”).
Institutional Futures Account Agreement and Forms Citigroup Abingdon Futures Fund L.P. Citigroup Global Markets Inc.Futures Account Agreement • April 30th, 2008 • Citigroup Abingdon Futures Fund LP • New York
This booklet contains the documents required for institutional customers to open a futures account at Citigroup Global Markets Inc. Some documents are required only from certain types of customers or from customers who plan to engage in certain types of transactions. The following schedule describes which documents you should execute and return to us. If you have any questions, please contact your Citigroup Global Markets Inc. Financial Consultant. Before you sign the acknowledgments and authorizations below, please read the Disclosure Documents in the accompanying booklet, “Futures Account Disclosure Documents.”
April 7, 2014 Morgan Stanley Smith Barney LLCManaged Futures Premier Abingdon L.P. • May 14th, 2014 • Commodity contracts brokers & dealers
June 5, 2008 Winton Capital Management 1a. St. Mary Abbot’s Place Kensington, London W86LS, U.K. Attn: Mr. Martin Hunt Re: Management Agreement Renewals Dear Mr. Hunt:Citigroup Abingdon Futures Fund LP • March 31st, 2009 • 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, 2009 and all other provisions of the Management Agreements will remain unchanged.
Re: Management Agreement RenewalsAbingdon Futures Fund LP • March 31st, 2010 • 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, 2010 and all other provisions of the Management Agreements will remain unchanged.
