0000899140-10-000209 Sample Contracts

Third Amended and Restated Limited Partnership Agreement
Limited Partnership Agreement • February 25th, 2010 • Potomac Futures Fund Lp • Commodity contracts brokers & dealers • New York

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.

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