Limited Partnership Agreement
This Limited Partnership Agreement, dated as of November 28, 2005 (this “Agreement”), is by and among Citigroup Managed Futures LLC, 731 Lexington Avenue - 25th Floor, New York, New York 10022 (the “General Partner”), Warrington Mgt., L.P. (the “Special Limited Partner”), and David J. Vogel (the “Initial 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, the Initial 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.”)
WHEREAS, the parties hereto desire to form a limited partnership for the purpose of trading in commodity interests, including futures contracts, forward contracts, swaps, physical commodities and options, directly and through investment in other commodity pools;
NOW, THEREFORE, the parties hereto agree as follows:
The parties hereto hereby form a limited partnership under the New York Revised Uniform Limited Partnership Act (the “Partnership Act”). The name of the limited partnership is Smith Barney Warrington Fund L.P. (the “Partnership”). The General Partner shall execute and file a Certificate of Limited Partnership in accordance with the provisions of the Partnership Act and execute, file, record and publish, as appropriate, such amendments, restatements and other documents as are or become necessary or advisable, as determined by the General Partner.
The principal office of the Partnership shall be 731 Lexington Avenue - 25th Floor, New York, New York 10022 or such other place as the General Partner may designate from time to time.
(a) The Partnership’s business and purpose is to trade, buy, sell or otherwise acquire, hold or dispose of interests, directly or indirectly, in commodities of all descriptions (including futures contracts, commodity options, forward contracts and any other rights or interests pertaining thereto, including swaps and interests in commodity pools). The objective of the Partnership business is appreciation of its assets through speculative trading.
(b) The Partnership shall not:
(1) engage in the pyramiding of its positions by using unrealized profits on existing positions as margin for the purchase or sale of additional positions in the same or related commodities;
(2) utilize borrowings except short-term borrowings if the Partnership takes delivery of cash commodities; or
(3) permit the churning of its account.
(c) The Partnership shall make no loans. Assets of the Partnership will not be commingled with assets of any other entity. Deposit of assets with a commodity broker or dealer as margin shall not constitute commingling.
Term, Dissolution and Fiscal Year.
(a) Term. The term of the Partnership shall commence on the date the Certificate of Limited Partnership is filed in the office of the Secretary of State, State of New York, and shall end as soon as practicable upon the first to occur of the following: (1) December 31, 2025; (2) receipt by the General Partner of an election to dissolve the Partnership at a specified time by Limited Partners owning more than 50% of the Units of Limited Partnership Interest then outstanding, notice of which is sent by registered mail to the General Partner not less than 90 days prior to the effective date of such dissolution; (3) assignment by the General Partner of all of its interest in the Partnership, withdrawal, removal, bankruptcy or any other event that causes the General Partner to cease to be a general partner under the Partnership Act (unless the Partnership is continued pursuant to Paragraph 18); (4) a decline in Net Asset Value on any business day after trading to less than $400 per Unit of Limited Partnership Interest; or (5) any event which shall make it unlawful for the existence of the Partnership to be continued. In addition, the General Partner may, in its sole discretion, cause the Partnership to dissolve if the Partnership’s aggregate Net Assets decline to less than $1,000,000.