APPENDIX C SSB Account No.: _________ ________Please check here if employed by Salomon Smith Barney Inc. SALOMON SMITH BARNEY ORION FUTURES FUND L.P. (a New York limited partnership) Subscription AgreementShlomon Smith Barney Orion Futures Fund Lp • May 1st, 2003
MANAGEMENT AGREEMENT AGREEMENT made as of the 12th day of May, 2003 among CITIGROUP MANAGED FUTURES LLC, a Delaware limited liability company ("CMF" or the "General Partner"), SALOMON SMITH BARNEY ORION FUTURES FUND L.P., a New York limited...Management Agreement • March 15th, 2004 • Salomon Smith Barney Orion Futures Fund Lp • Commodity contracts brokers & dealers • New York
Exhibit 10.3 (a) MANAGEMENT AGREEMENT AGREEMENT made as of the 12th day of May, 2003 among CITIGROUP MANAGED FUTURES LLC, a Delaware limited liability company ("CMF" or the "General Partner"), SALOMON SMITH BARNEY ORION FUTURES FUND L.P., a New York...Management Agreement • August 12th, 2003 • Salomon Smith Barney Orion Futures Fund Lp • Commodity contracts brokers & dealers • New York
MANAGEMENT AGREEMENTManagement Agreement • August 13th, 2014 • Orion Futures Fund Lp • Commodity contracts brokers & dealers • New York
AGREEMENT made as of the 11th day of March, 2014 by and among CERES MANAGED FUTURES LLC, a Delaware limited liability company (“CMF”), ORION FUTURES FUND L.P., a New York limited partnership (the “Partnership”) and WILLOWBRIDGE ASSOCIATES INC., a Delaware corporation (the “Advisor”, all parties together, the “Parties”).
Exhibit 10.18 Citigroup Managed Futures LLC 399 Park Avenue, 7th Floor New York, New York 10022 June 13, 2003 AAA Capital Management Inc. 5051 Westheimer - Suite 2100 Houston, Texas 77056 Attention: Mr. Anthony Annunziato Re: Management Agreement...Salomon Smith Barney Orion Futures Fund Lp • August 12th, 2003 • Commodity contracts brokers & dealers
International Swaps and Derivatives Association, Inc. dated as July 12, 20172002 Master Agreement • August 10th, 2017 • Orion Futures Fund Lp • 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 Orion L.P.Limited Partnership Agreement • March 30th, 2020 • Ceres Orion L.P. • Commodity contracts brokers & dealers • New York
This Fifth Amended and Restated Limited Partnership Agreement (this “Agreement”), dated March 26, 2019 and effective March 31, 2019, is by and among Ceres 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 (the “Limited Partners,” together with the General Partner, the “Partners” and each, a “Partner”). This Agreement amends and restates the Fourth Amended and Restated Limited Partnership Agreement dated as of August 21, 2012 (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 • March 28th, 2014 • Orion Futures Fund Lp • 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) ###-##### Account Title CMF WINTON MASTER L.P.Institutional Account Agreement • August 10th, 2017 • Orion Futures Fund Lp • 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”).
ContractForeign Exchange and Bullion Authorization Agreement • August 10th, 2017 • Orion Futures Fund Lp • 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”), Willowbridge Associates Inc. (the “Investment Manager”), and CMF Willowbridge Master Fund L.P. (the “Fund”).
A-1 APPENDIX ASalomon Smith Barney Orion Futures Fund Lp • December 9th, 2003 • Commodity contracts brokers & dealers • New York
MANAGEMENT AGREEMENTManagement Agreement • February 6th, 2019 • Ceres Orion L.P. • Commodity contracts brokers & dealers • New York
AGREEMENT (this “Agreement”) made as of the 1st day of February, 2019 by and among CERES MANAGED FUTURES LLC, a Delaware limited liability company (“CMF”), CERES ORION L.P., a New York limited partnership (the “Partnership”) and JOHN STREET CAPITAL LLP, a limited liability partnership registered in England and Wales (the “Advisor” or “John Street”).
SCHEDULE to theIsda Master Agreement • August 10th, 2017 • Orion Futures Fund Lp • Commodity contracts brokers & dealers • New York
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 • Orion Futures Fund Lp • 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 AGREEMENTSelling Agent Agreement • March 8th, 2016 • Orion Futures Fund Lp • 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 • Orion Futures Fund 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:
MORGAN STANLEY & CO. LLC LISTED DERIVATIVESSecurities Purchase Authorization Agreement • November 4th, 2015 • Orion Futures Fund 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.
MANAGEMENT AGREEMENT AGREEMENT made as of the 1st day of March, 2001 among SMITH BARNEY FUTURES MANAGEMENT LLC, a Delaware limited liability company ("SBFM" or the "Trading Manager"), SALOMON SMITH BARNEY ORION FUTURES FUND L.P., a New York limited...Management Agreement • May 1st, 2003 • Shlomon Smith Barney Orion Futures Fund Lp • New York
ORION FUTURES FUND L.P. SUBSCRIPTION/EXCHANGE AGREEMENTExchange Agreement • November 14th, 2012 • Orion Futures Fund Lp • Commodity contracts brokers & dealers • New York
Amendment No. 2 to the Fourth Amended and Restated Limited Partnership Agreement of Orion Futures Fund L.P. dated as of August 31, 2012 and as amended by Amendment No. 1 dated as of December 30, 2015 (the “Agreement”)Orion Futures Fund Lp • December 13th, 2017 • 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:
Supplement to the Commodity Futures Customer AgreementCommodity Futures Customer Agreement • July 28th, 2017 • Orion Futures Fund Lp • 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 Orion 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 Orion 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.
AMENDED AND RESTATED AGENCY AGREEMENT SALOMON SMITH BARNEY ORION FUTURES FUND L.P. (A NEW YORK LIMITED PARTNERSHIP) UNITS OF LIMITED PARTNERSHIP INTEREST April 1, 2001 Salomon Smith Barney Inc. 390 Greenwich Street New York, New York 10013 Re: Salomon...Agency Agreement • May 1st, 2003 • Shlomon Smith Barney Orion Futures Fund Lp • New York
ALTERNATIVE INVESTMENT SELLING AGENT AGREEMENTSelling Agent Agreement • November 8th, 2018 • Ceres Orion L.P. • Commodity contracts brokers & dealers • New York
This Alternative Investment Selling Agent Agreement (“Agreement”) is dated as of November 1, 2018, 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”), Morgan Stanley Distribution Inc., a corporation incorporated under the laws of the Commonwealth of Pennsylvania (“MSDI” or “Selling Agent”), Harbor Investment Advisory, LLC, a Maryland limited liability company (“Harbor” or “Sub-Selling Agent”). Partnerships may be added to this Agreement upon the agreement of the General Partner, Selling Agent and Sub-Selling Agent, 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 and replaces the Alternative Investment Selling Agent Agreement, dated January 19, 2018, between each Partnership, Gene
AMENDMENT NO. 5 TO ESCROW AGREEMENTEscrow Agreement • March 27th, 2013 • Orion Futures Fund Lp • 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.
SECOND AMENDED AND RESTATED AGENCY AGREEMENT ORION FUTURES FUND L.P. (A NEW YORK LIMITED PARTNERSHIP) UNITS OF LIMITED PARTNERSHIP INTEREST November 11, 2009Agency Agreement • November 16th, 2009 • Orion Futures Fund Lp • Commodity contracts brokers & dealers • New York
Orion Futures Fund L.P. (formerly known as Citigroup Orion Futures Fund L.P.) (the “Partnership”) is organized as a limited partnership under the New York Revised Uniform Limited Partnership Act, as amended (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. Citigroup Global Markets Inc.’s predecessor entity, Salomon Smith Barney Inc., the Partnership and Ceres Managed Futures LLC (formerly known as Citigroup Managed Futures LLC), a Delaware limited liability company (the “General Partner”), have been parties to an amended and restated agency agreement dated April 1, 2001 (the “Prior Agreement”). This Second Amended and Restated Agency Agreement (the “Agreement”) supersedes the Prior Agreement in all respects.
CERES MANANGED FUTURES LLC UMB FUND SERVICES, INC. TRANSFER AGENCY AGREEMENTTransfer Agency Agreement • August 23rd, 2017 • Orion Futures Fund Lp • Commodity contracts brokers & dealers • New York
THIS TRANSFER AGENCY AGREEMENT (the “Agreement”) is made as of this 17th day of August, 2017 (the “Effective Date”), by and between each of the entities individually and not jointly, as listed on Schedule A hereto (each a “Fund”, and, collectively, the “Funds”), Ceres Managed Futures LLC, a Delaware limited liability company (the “General Partner” or “CMF”) and UMB Fund Services, Inc., a Wisconsin corporation, its successors and assigns (the “Transfer Agent”).
ESCROW AGREEMENTEscrow Agreement • August 23rd, 2017 • Orion Futures Fund Lp • Commodity contracts brokers & dealers • New York
This ESCROW AGREEMENT (the “Agreement”) is made and entered into this 17th day of August, 2017, by and among each of the entities individually and not jointly, as listed on Schedule A (each, a “Fund” and collectively, the “Funds”), Ceres Managed Futures LLC, a Delaware limited liability company (“CMF” or the “General Partner”), UMB Fund Services, Inc., as recordkeeper (“UMBFS”) and UMB Bank, N.A., a national banking association organized and existing under the laws of the United States of America, as escrow agent (the “Escrow Agent”).
ALTERNATIVE INVESTMENT SELLING AGENT AGREEMENTSelling Agent Agreement • January 25th, 2018 • Orion Futures Fund Lp • Commodity contracts brokers & dealers • New York
This Alternative Investment Selling Agent Agreement (“Agreement”) is dated as of January 19, 2018 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 Harbor Investment Advisory LLC, a Maryland Limited Liability Company (“Harbor” or “Selling Agent”). Partnerships may be added to this Agreement upon the agreement of the General Partner and Selling Agent, 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, Selling Agent and the General Partner.
AMENDED AND RESTATED MANAGEMENT AGREEMENTManagement Agreement • July 9th, 2014 • Orion Futures Fund Lp • 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”).
MANAGEMENT AGREEMENTManagement Agreement • February 1st, 2018 • Orion Futures Fund Lp • Commodity contracts brokers & dealers • New York
MANAGEMENT AGREEMENT AGREEMENT made as of the 31st day of March, 1999 among SMITH BARNEY FUTURES MANAGEMENT INC., a Delaware corporation ("SBFM" or the "Trading Manager"), SALOMON SMITH BARNEY ORION FUTURES FUND L.P., a New York limited partnership...Management Agreement • May 1st, 2003 • Shlomon Smith Barney Orion Futures Fund Lp • New York
AMENDMENT TO THE MANAGEMENT AGREEMENT This AMENDMENT dated as of April 1, 2001 to the MANAGEMENT AGREEMENT made as of the 30th day of September 1999 among SMITH BARNEY FUTURES MANAGEMENT LLC, a Delaware limited liability company ("SBFM"), SALOMON...Management Agreement • May 20th, 2003 • Salomon Smith Barney Orion Futures Fund Lp • Commodity contracts brokers & dealers
APPENDIX B — SUBSCRIPTION AGREEMENT ORION FUTURES FUND L.P. (a New York limited partnership) Subscription Agreement CREDIT SUISSE SECURITIES (USA) LLC (Placement Agent)Subscription Agreement • November 16th, 2009 • Orion Futures Fund Lp • Commodity contracts brokers & dealers • New York
