Smith Barney Potomac Futures Fund Lp Sample Contracts

Potomac Futures Fund Lp – Amendment No. 2 (March 29th, 2019)

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:

Potomac Futures Fund Lp – Re: Management Agreement Renewal (March 26th, 2019)

We are writing with respect to your management agreement concerning the commodity pools to which reference is made below (the “Management Agreement”). We are extending the term of the Management Agreement through June 30, 2019 and all other provisions of the Management Agreement will remain unchanged.

Potomac Futures Fund Lp – Re: Management Agreement Renewals (March 28th, 2018)

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, 2018 and all other provisions of the Management Agreements will remain unchanged.

Potomac Futures Fund Lp – Amendment No. 1 to the Fourth Amended and Restated Limited Partnership Agreement of Potomac Futures Fund L.P. dated as of February 29, 2016 (the “Agreement”) (December 13th, 2017)

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:

Potomac Futures Fund Lp – Supplement to the Commodity Futures Customer Agreement (July 28th, 2017)

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.

Potomac Futures Fund Lp – Re: Management Agreement Renewals (March 28th, 2017)

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, 2017 and all other provisions of the Management Agreements will remain unchanged.

Potomac Futures Fund Lp – Re: Management Agreement Renewals (March 28th, 2016)

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, 2016 and all other provisions of the Management Agreements will remain unchanged.

Potomac Futures Fund Lp – AMENDED AND RESTATED ALTERNATIVE INVESTMENT SELLING AGENT AGREEMENT (March 8th, 2016)

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.

Potomac Futures Fund Lp – Amendment No. 2 to the Third Amended and Restated Limited Partnership Agreement of Potomac Futures Fund L.P. dated as of February 22, 2010 and as amended by Amendment No. 1 dated as of August 8, 2014 (the “Agreement”) (January 6th, 2016)

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:

Potomac Futures Fund Lp – MORGAN STANLEY & CO. LLC LISTED DERIVATIVES (November 4th, 2015)

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.

Potomac Futures Fund Lp – THIRD AMENDMENT TO THE MANAGEMENT AGREEMENT (August 12th, 2015)

This THIRD AMENDMENT dated as of the 27th day of May, 2014 to the MANAGEMENT AGREEMENT made as of the 1st day of April, 1997, (the “Management Agreement”) and as amended on March 1, 1999, and April 1, 2001, among CERES MANAGED FUTURES LLC (formerly SMITH BARNEY FUTURES MANAGEMENT LLC), a Delaware limited liability company (“CMF”), POTOMAC FUTURES FUND L.P. (formerly SMITH BARNEY POTOMAC FUTURES FUND L.P.), a New York limited partnership (the “Partnership”) and CAMPBELL & COMPANY, INC., a Maryland corporation (the “Advisor,” and together with CMF and the Partnership, the “Parties”). Capitalized terms not defined herein have the meaning ascribed to such terms in the Management Agreement.

Potomac Futures Fund Lp – Amended & Restated Master Services Agreement (August 6th, 2015)

This Amended & Restated Master Services Agreement (the “Agreement”) is entered into and effective as of March 31, 2015 (the “Effective Date”) by and among:

Potomac Futures Fund Lp – Re: Management Agreement Renewals (March 30th, 2015)

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, 2015 and all other provisions of the Management Agreements will remain unchanged.

Potomac Futures Fund Lp – Re: Management Agreement Renewals (March 28th, 2014)

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, 2014 and all other provisions of the Management Agreements will remain unchanged.

Potomac Futures Fund Lp – MORGAN STANLEY & CO. LLC Commodity Futures Account Documents Booklet 1 of 2 (November 14th, 2013)

To help the U.S. Government prevent the funding of terrorism and money laundering activities, federal law requires all U.S. financial institutions to obtain, verify, and record information that identifies each customer that opens an account.

Potomac Futures Fund Lp – ALTERNATIVE INVESTMENT SELLING AGENT AGREEMENT (November 14th, 2013)

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.

Potomac Futures Fund Lp – 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 ACCOUNT (March 27th, 2013)

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.

Potomac Futures Fund Lp – Re: Management Agreement Renewals (March 27th, 2013)

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, 2013 and all other provisions of the Management Agreements will remain unchanged.

Potomac Futures Fund Lp – AMENDMENT NO. 5 TO ESCROW AGREEMENT (March 27th, 2013)

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.

Potomac Futures Fund Lp – POTOMAC FUTURES FUND L.P. SUBSCRIPTION/EXCHANGE AGREEMENT To accompany the Private Placement Offering Memorandum and Disclosure Document dated May 1, 2012. NOT FOR USE AFTER FEBRUARY 1, 2013. (November 14th, 2012)
Potomac Futures Fund Lp – Re: Management Agreement Renewals (March 30th, 2012)

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, 2012 and all other provisions of the Management Agreements will remain unchanged.

Potomac Futures Fund Lp – CERTIFICATE OF AMENDMENT OF THE CERTIFICATE OF LIMITED PARTNERSHIP OF POTOMAC FUTURES FUND L.P. Under Section 121-202 of the Revised Limited Partnership Act (September 7th, 2011)

The undersigned, desiring to amend the Certificate of Limited Partnership of Potomac Futures Fund L.P. (the “Partnership”) pursuant to the provisions of Section 121-202 of the Revised Limited Partnership Act of the State of New York, does hereby certify as follows:

Potomac Futures Fund Lp – June 1, 2010 Campbell & Company, Inc. 2850 Quarry Lake Drive Baltimore, MD 21209 Attn: Ms. Theresa Becks Re: Management Agreement Renewals Dear Ms. Becks: (March 31st, 2011)

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, 2011 and all other provisions of the Management Agreements will remain unchanged.

Potomac Futures Fund Lp – SECOND AMENDED AND RESTATED AGENCY AGREEMENT POTOMAC FUTURES FUND L.P. (A NEW YORK LIMITED PARTNERSHIP) UNITS OF LIMITED PARTNERSHIP INTEREST July 29, 2010 (August 3rd, 2010)
Potomac Futures Fund Lp – CERTIFICATE OF AMENDMENT OF THE CERTIFICATE OF LIMITED PARTNERSHIP OF POTOMAC FUTURES FUND L.P. Under Section 121-202 of the Revised Limited Partnership Act (July 2nd, 2010)

The undersigned, desiring to amend the Certificate of Limited Partnership of Potomac Futures Fund L.P. pursuant to the provisions of Section 121-202 of the Revised Limited Partnership Act of the State of New York, does hereby certify as follows:

Potomac Futures Fund Lp – June 9, 2009 Campbell & Company, Inc. 2850 Quarry Lake Drive Baltimore, MD 21209 Attn: Ms. Theresa Becks Re: Management Agreement Renewals Dear Ms. Becks: (March 31st, 2010)

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.

Potomac Futures Fund Lp – Potomac Futures Fund L.P. Third Amended and Restated Limited Partnership Agreement Amended and Restated as of February 22, 2010 (February 25th, 2010)

This Third Amended and Restated Limited Partnership Agreement (this “Agreement”), dated and effective as of February 22, 2010, 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 Second Amended and Restated Limited Partnership Agreement dated as of April 1, 2001 (the “Second Amended and Restated Limited Partnership Agreement”) by and among the General Partner and the other limited partners party thereto.

Potomac Futures Fund Lp – ESCROW AGREEMENT (November 16th, 2009)

The following property is to be deposited with you as Escrow Agent in one or more Money Market Accounts which shall be entitled “Smith Barney Potomac Futures Fund L. P.” (Escrow Accounts):

Potomac Futures Fund Lp – SUBSCRIPTION AGREEMENT (November 16th, 2009)
Potomac Futures Fund Lp – CERTIFICATE OF AMENDMENT OF THE CERTIFICATE OF LIMITED PARTNERSHIP OF SMITH BARNEY POTOMAC FUTURES FUND L.P. Under Section 121-202 of the Revised Limited Partnership Act (September 30th, 2009)

The undersigned, desiring to amend the Certificate of Limited Partnership of Smith Barney Potomac Futures Fund L.P. pursuant to the provisions of Section 121-202 of the Revised Limited Partnership Act of the State of New York, does hereby certify as follows:

Smith Barney Potomac Futures Fund Lp – JOINDER AGREEMENT (August 14th, 2009)

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.

Smith Barney Potomac Futures Fund Lp – June 5, 2008 Campbell & Company, Inc. Court Tower Building 210 West Pennsylvania Avenue Suite 770 Towson, MD 21204 Attn: Ms. Terry Becks Re: Management Agreement Renewals Dear Ms. Becks: (March 31st, 2009)

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.

Smith Barney Potomac Futures Fund Lp – Re: Management Agreement Renewals (March 31st, 2008)

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, 2008 and all other provisions of the Management Agreements will remain unchanged.

Smith Barney Potomac Futures Fund Lp – Re: Management Agreement Renewals (March 30th, 2007)

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, 2007 and all other provisions of the Management Agreements will remain unchanged.

Smith Barney Potomac Futures Fund Lp – Re: Management Agreement Renewals (March 29th, 2006)

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, 2006 and all other provisions of the Management Agreements will remain unchanged.