0000950123-09-062856 Sample Contracts

AMENDED AND RESTATED MANAGEMENT AGREEMENT
Management 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”).

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FORM OF SUBSCRIPTION AGREEMENT
Subscription Agreement • November 16th, 2009 • Westport JWH Futures Fund Lp • Commodity contracts brokers & dealers • New York
AGENCY AGREEMENT WESTPORT JWH FUTURES FUND L.P. (A NEW YORK LIMITED PARTNERSHIP) UNITS OF LIMITED PARTNERSHIP INTEREST November 11, 2009
Agency 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. 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
Escrow 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.

AMENDMENT TO MANAGEMENT AGREEMENT
Management Agreement • November 16th, 2009 • Westport JWH Futures Fund Lp • Commodity contracts brokers & dealers

This amendment made as of September 10, 2000, among Smith Barney Futures Management, Inc., a Delaware corporation, Smith Barney Westport Futures Fund, L.P., a New York limited partnership, and John W. Henry & Company, Inc., a Florida corporation, for the purpose of amending that certain Management Agreement between them dated as of April 10, 1997 and most recently amended as of May 31, 2000 in order to amend the compensation paid to the Advisor for its services as advisor to the Partnership. All capitalized terms unless specifically defined herein shall have the same meaning as specified in the Agreement.

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