AMENDMENT TO THE AMENDED AND RESTATED ALTERNATIVE INVESTMENT SELLING AGENT AGREEMENT
Exhibit 10.1
AMENDMENT TO THE AMENDED AND RESTATED ALTERNATIVE INVESTMENT SELLING AGENT AGREEMENT
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 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ LLC, a Delaware limited liability company, currently doing business as ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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.
W I T N E S S E T H:
WHEREAS, the General Partner, the Partnerships and the Placement Agent agree to amend the Agreement to (i) reflect a reduction in
the annual Ongoing Selling Agent Fee payable to the Placement Agent with respect to Class A Units of each Partnership (with the exception of Ceres Orion L.P. (“Orion”)) from 2.00% to 1.00% of the adjusted net assets of the Class A Units, (ii)
reflect a change in the Ongoing Selling Agent Fee payable to the Placement Agent with respect to Class A Units of Orion from a transaction-based calculation to a flat annual fee of 1.00% of the adjusted net assets of Class A Units and (iii)
update and replace Schedules 1 and 2; and
WHEREAS, pursuant to Section 15(c) of the Agreement, any change to the Agreement must be in writing and signed by all parties.
NOW, THEREFORE, the parties agree as follows:
1. Schedule 1 of the Agreement shall be deleted in its entirety and replaced by Schedule 1 attached hereto.
2. Schedule 2 of the Agreement shall be deleted in its entirety and replaced by Schedule 2 attached hereto.
3. The effective date of this Amendment shall be July 1, 2020. Except as specifically provided for in this Amendment, the terms of the Agreement are hereby ratified and confirmed
and remain in full force and effect.
4. This Amendment, together with the Agreement and any other documents referred to herein, constitutes the whole agreement between the parties relating to the subject matter of this
Amendment and supersedes and extinguishes any prior drafts, agreements, undertakings, representations, warranties and arrangements of any nature, whether in writing or oral, relating to such subject matter.
5. This Amendment may be executed in any number of counterparts, including via facsimile or email, each of which is an original and all of which when taken together evidence the same
agreement. Any signature on the signature page of this Amendment may be an original, a fax or an electronically transmitted signature or may be executed by applying an electronic signature using DocuSign or, if permitted by the General
Partner (such permission not to be unreasonably withheld), any other similar program.
6. This Amendment shall be governed by and construed in accordance with the laws of the State of New York.
IN WITNESS WHEREOF, this Amendment has been executed for and on behalf of the undersigned as of the date first written above.
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THE PARTNERSHIPS LISTED ON SCHEDULE 1 HERETO
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By: Ceres Managed Futures LLC
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Name:
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/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇
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Title:
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President
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▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ LLC
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Name:
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/s/ ▇▇▇▇▇▇ ▇▇▇
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▇▇▇▇▇▇ ▇▇▇
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Title:
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Executive Director
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Ceres Managed Futures LLC
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Name:
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/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇
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Title:
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President
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Schedule 1
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PARTNERSHIP
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STATE AND DATE OF ORGANIZATION
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EFFECTIVE DATE
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Potomac Futures Fund L.P.
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New York; March 14, 1997
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October 1, 2013
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Ceres Abingdon L.P.
(formerly Managed Futures Premier Abingdon L.P.)
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New York; November 8, 2005
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October 1, ▇▇▇▇
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▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇.▇.
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▇▇▇ ▇▇▇▇; July 7, 2003
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October 1, 2013
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Ceres Tactical Commodity L.P.
(formerly Managed Futures Premier Aventis II L.P.)
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New York; April 20, 2005
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October 1, 2013
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Ceres Tactical Systematic L.P. (formerly Tactical Diversified Futures Fund L.P.)
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New York; December 3, 2002
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October 1, 2013
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Ceres Orion L.P.
(formerly Orion Futures Fund L.P.)
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New York; March 22, 1999
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March 1, 2014
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Schedule 2
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PARTNERSHIP
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ONGOING SELLING AGENT FEE
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Potomac Futures Fund L.P.
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1.00% per year of the adjusted net assets of Class A Units (computed monthly by multiplying the adjusted net assets of the Class A Units by 1.00% and dividing the result thereof by 12).1 Class Z Units will not be subject to an ongoing selling agent fee.
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Ceres Abingdon L.P.
(formerly Managed Futures Premier Abingdon L.P.)
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1.00% per year of the adjusted net assets of Class A Units and 0.75% per year of the adjusted net assets of Class D Units (computed monthly by multiplying the adjusted net assets of the Class A Units by
1.00% and the adjusted net assets of the Class D Units by 0.75% and dividing the result thereof by 12).1 Class Z Units will not be subject to an ongoing selling agent fee.
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Emerging CTA Portfolio L.P.
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1.00% per year of the adjusted net assets of Class A Units (computed monthly by multiplying the adjusted net assets of the Class A Units by 1.00% and dividing the result thereof by 12).1
Class Z Units will not be subject to an ongoing selling agent fee.
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Ceres Tactical Commodity L.P.
(formerly Managed Futures Premier Aventis II L.P.)
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1.00% per year of the adjusted net assets of Class A Units and 0.75% per year of the adjusted net assets of Class D Units (computed monthly by multiplying the adjusted net assets of the Class A Units by
1.00% and the adjusted net assets of the Class D Units by 0.75% and dividing the result thereof by 12).1 Class Z Units will not be subject to an ongoing selling agent fee.
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1 Adjusted net assets are month-end Net Assets increased by that current month’s ongoing selling agent fee,
management fee, the general partner’s administrative fee, the incentive fee accrued, other expenses and any redemptions or distributions as of the end of such month.
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Ceres Tactical Systematic L.P.
(formerly Tactical Diversified Futures Fund L.P.)
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1.00% per year of the adjusted net assets of Class A Units and 0.75% per year of the adjusted net assets of Class D Units (computed monthly by multiplying the adjusted net assets of the Class A Units by
1.00% and the adjusted net assets of the Class D Units by 0.75% and dividing the result thereof by 12).1 Class Z Units will not be subject to an ongoing selling agent fee.
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Ceres Orion L.P.
(formerly Orion Futures Fund L.P.)
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1.00% per year of the adjusted net assets of Class A Units (computed monthly by multiplying the adjusted net assets of the Class A Units by 1.00% and dividing the result thereof by 12).1 Class
Z Units will not be subject to an ongoing selling agent fee.
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