SSB Account No.: _________ ________Please check here if employed by Citigroup Global Markets Inc. or an affiliate SMITH BARNEY POTOMAC FUTURES FUND L.P. (a New York limited partnership) Subscription Agreement Citigroup Managed Futures LLC 399 Park...Subscription Agreement • June 1st, 2004 • Smith Barney Potomac Futures Fund Lp • Commodity contracts brokers & dealers
SECOND AMENDED AND RESTATED CUSTOMER AGREEMENT SMITH BARNEY POTOMAC FUTURES FUND L.P. This Second Amended and Restated Customer Agreement (this "Agreement") is made and entered into as of the 1st day of April, 2001, by and between SMITH BARNEY POTOMAC...Customer Agreement • June 1st, 2004 • Smith Barney Potomac Futures Fund Lp • Commodity contracts brokers & dealers
MANAGEMENT AGREEMENT AGREEMENT made as of the 1st day of April, 1997 among SMITH BARNEY FUTURES MANAGEMENT INC., a Delaware corporation ("SBFM"), SMITH BARNEY POTOMAC FUTURES FUND L.P., a New York limited partnership (the "Partnership") and CAMPBELL &...Management Agreement • June 1st, 2004 • Smith Barney Potomac Futures Fund Lp • Commodity contracts brokers & dealers • New York
Smith Barney Futures Management LLC 388 Greenwich Street, 7th Floor New York, New York 10013-2396 June 11, 2001 Campbell & Company, Inc. Court Tower Building, Towson 210 West Pennsylvania Avenue Suite 770 Baltimore, MD 212104 Attn: Mrs. Theresa D....Smith Barney Potomac Futures Fund Lp • June 1st, 2004 • Commodity contracts brokers & dealers
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, 2002 and all other provisions of the Management Agreements will remain unchanged.
Potomac Futures Fund L.P. Fourth Amended and Restated Limited Partnership Agreement Amended and Restated as of February 29, 2016Limited Partnership Agreement • March 28th, 2016 • Potomac Futures Fund Lp • Commodity contracts brokers & dealers • New York
This Fourth Amended and Restated Limited Partnership Agreement (this “Agreement”), effective as of February 29, 2016, 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 Third Amended and Restated Limited Partnership Agreement dated as of March 1, 2011 as amended by the amendment dated August 8, 2014 and the amendment dated December 30, 2015 (the “Third 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 • November 14th, 2013 • Potomac 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.
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 • Potomac 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 • Potomac 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 • Potomac 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 • Potomac 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.
AMENDED AND RESTATED AGENCY AGREEMENT SMITH BARNEY POTOMAC 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: Smith Barney...Agency Agreement • June 1st, 2004 • Smith Barney Potomac Futures Fund Lp • Commodity contracts brokers & dealers • New York
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.Exchange Agreement • November 14th, 2012 • Potomac Futures Fund Lp • Commodity contracts brokers & dealers • New York
Amendment No. 1Potomac 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:
Smith Barney Futures Management LLC 388 Greenwich Street, 7th Floor New York, New York 10013-2396 June 11, 2002 Campbell & Company, Inc. Court Tower Building, Towson 210 West Pennsylvania Avenue Suite 770 Baltimore, MD 212104 Attn: Mrs. Theresa D....Smith Barney Potomac Futures Fund Lp • June 1st, 2004 • Commodity contracts brokers & dealers
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, 2003 and all other provisions of the Management Agreements will remain unchanged.
Supplement to the Commodity Futures Customer AgreementCommodity Futures Customer Agreement • July 28th, 2017 • Potomac 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.
Form of Renewal Agreement Smith Barney Futures Management LLC 388 Greenwich Street, 7th Floor New York, New York 10013-2396 June 22, 1997 Campbell & Company, Inc. Court Tower Building, Towson 210 West Pennsylvania Avenue Suite 770 Baltimore, MD 212104...Smith Barney Potomac Futures Fund Lp • June 1st, 2004 • Commodity contracts brokers & dealers
We are writing with respect to your management agreement concerning the commodity pool to which reference is made above (the "Management Agreement"). We would like to extend the term of the Management Agreement through June 30, 1997 and all other provisions of the Management Agreement will remain unchanged.
AMENDMENT TO THE AMENDED AND RESTATED ALTERNATIVE INVESTMENT SELLING AGENT AGREEMENTSelling Agent Agreement • July 8th, 2020 • Potomac Futures Fund Lp • 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.
SUBSCRIPTION AGREEMENTSubscription Agreement • November 16th, 2009 • Potomac Futures Fund Lp • Commodity contracts brokers & dealers • New York
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”)Potomac Futures Fund Lp • January 6th, 2016 • 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:
SECOND AMENDED AND RESTATED AGENCY AGREEMENT POTOMAC FUTURES FUND L.P. (A NEW YORK LIMITED PARTNERSHIP) UNITS OF LIMITED PARTNERSHIP INTEREST July 29, 2010Agency Agreement • August 3rd, 2010 • Potomac Futures Fund Lp • Commodity contracts brokers & dealers • New York
Smith Barney Futures Management LLC 388 Greenwich Street, 7th Floor New York, New York 10013-2396 June 1, 1999 Campbell & Co. Inc. 210 West Pennsylvania Avenue Baltimore, MD 212104 Attn: Ms. Terry Livesey Re: Management Agreement Renewal Smith Barney...Smith Barney Potomac Futures Fund Lp • June 1st, 2004 • Commodity contracts brokers & dealers
We are writing with respect to your management agreement concerning the commodity pool to which reference is made above (the "Management Agreement"). We would like to extend the term of the Management Agreement through June 30, 2000 and all other provisions of the Management Agreement will remain unchanged.
AMENDMENT NO. 5 TO ESCROW AGREEMENTEscrow Agreement • March 27th, 2013 • Potomac 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.
Smith Barney Futures Management LLC 388 Greenwich Street, 7th Floor New York, New York 10013-2396 June 22, 1998 Campbell & Co. Inc. 210 West Pennsylvania Avenue Baltimore, MD 212104 Attn: Ms. Terry Livesey Re: Management Agreement Renewal Smith Barney...Smith Barney Potomac Futures Fund Lp • June 1st, 2004 • Commodity contracts brokers & dealers
June 1, 2016 Campbell & Company, L.P.Potomac Futures Fund Lp • March 28th, 2017 • Commodity contracts brokers & dealers
THIRD AMENDMENT TO THE MANAGEMENT AGREEMENTThe Management Agreement • August 12th, 2015 • Potomac Futures Fund Lp • Commodity contracts brokers & dealers • New York
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.
June 1, 2015 Campbell & Company, Inc.Potomac Futures Fund Lp • March 28th, 2016 • Commodity contracts brokers & dealers
Citigroup Managed Futures LLC 399 Park Avenue, 7th Floor New York, New York 10022 June 13, 2003 Campbell & Company, Inc. Court Tower Building, Towson 210 West Pennsylvania Avenue Suite 770 Baltimore, MD 212104 Attn: Mrs. Theresa D. Becks Re:...Smith Barney Potomac Futures Fund Lp • June 1st, 2004 • Commodity contracts brokers & dealers
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, 2004 and all other provisions of the Management Agreements will remain unchanged.
June 1, 2014 Campbell & Company, Inc.Potomac Futures Fund Lp • March 30th, 2015 • Commodity contracts brokers & dealers
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:Smith Barney Potomac Futures Fund Lp • March 31st, 2009 • Commodity contracts brokers & dealers
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.
SECOND AMENDMENT TO THE MANAGEMENT AGREEMENT This SECOND AMENDMENT (this "Amendment") to the MANAGEMENT AGREEMENT made as of the 1st day of April, 1997, and as amended on March 1, 1999, among SMITH BARNEY FUTURES MANAGEMENT LLC, a Delaware limited...The Management Agreement • June 1st, 2004 • Smith Barney Potomac Futures Fund Lp • Commodity contracts brokers & dealers
Re: Management Agreement RenewalsSmith Barney Potomac Futures Fund Lp • March 16th, 2005 • Commodity contracts brokers & dealers
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, 2005 and all other provisions of the Management Agreements will remain unchanged.
ESCROW AGREEMENTEscrow Agreement • November 16th, 2009 • Potomac Futures Fund Lp • Commodity contracts brokers & dealers • New York
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):
June 1, 2019 Campbell & Company, L.P.Potomac Futures Fund Lp • March 26th, 2020 • Commodity contracts brokers & dealers
August 8, 2014 Morgan Stanley Smith Barney LLCPotomac Futures Fund Lp • August 13th, 2014 • Commodity contracts brokers & dealers
June 1, 2018 Campbell & Company, L.P.Potomac Futures Fund Lp • March 26th, 2019 • Commodity contracts brokers & dealers
