0001140361-20-015656.txt : 20200708 0001140361-20-015656.hdr.sgml : 20200708 20200708172638 ACCESSION NUMBER: 0001140361-20-015656 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20200701 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20200708 DATE AS OF CHANGE: 20200708 FILER: COMPANY DATA: COMPANY CONFORMED NAME: POTOMAC FUTURES FUND LP CENTRAL INDEX KEY: 0001043565 STANDARD INDUSTRIAL CLASSIFICATION: [6221] IRS NUMBER: 133937275 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-50735 FILM NUMBER: 201019007 BUSINESS ADDRESS: STREET 1: C/O CERES MANAGED FUTURES LLC STREET 2: 522 FIFTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 855-672-4468 MAIL ADDRESS: STREET 1: C/O CERES MANAGED FUTURES LLC STREET 2: 522 FIFTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10036 FORMER COMPANY: FORMER CONFORMED NAME: SMITH BARNEY POTOMAC FUTURES FUND LP DATE OF NAME CHANGE: 19970806 8-K 1 c36203566b.htm FORM 8-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):          July 1, 2020

POTOMAC FUTURES FUND L.P.
 (Exact name of registrant as specified in its charter)

New York
000-50735
13-3937275
(State or other
jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
c/o Ceres Managed Futures LLC
522 Fifth Avenue
New York, New York 10036
(Address and Zip Code of principal executive offices)

Registrant’s telephone number, including area code:                 (855) 672-4468

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

□          Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
□          Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
□          Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
□          Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act: None
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
N/A
N/A
N/A
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company          □
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.      □
Item 1.01          Entry into a Material Definitive Agreement.
Placement Agent Agreement with Morgan Stanley Smith Barney LLC

The Registrant has entered into an amendment (the “Amendment”) to the amended and restated alternative investment selling agent agreement dated as of March 3, 2016, as amended (the “Selling Agreement”), by and among the Registrant, Ceres Managed Futures LLC, the general partner of the Registrant (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”).

Pursuant to the Amendment, effective July 1, 2020, the Ongoing Selling Agent Fee is decreased to 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). In all other material respects the Selling Agreement remains unchanged and of full force and effect.

Adjusted net assets for this purpose 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.

A copy of the Amendment is filed herewith as Exhibit 10.1.

Item 9.01          Financial Statements and Exhibits
(d)          Exhibits.
The following exhibits are filed herewith.
Exhibit No.
Description
10.1
Amendment to the Selling Agreement by and among the Registrant, the General Partner and MSSB.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

POTOMAC FUTURES FUND L.P.

By: Ceres Managed Futures LLC, General Partner



By: /s/ Patrick T. Egan               
 Patrick T. Egan
       President and Director



Date:  July 8, 2020
 EX-10.1 3 c36203566c.htm EXHIBIT 10.1
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 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.
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.

 
THE PARTNERSHIPS LISTED ON SCHEDULE 1 HERETO
 
     
     
 
By: Ceres Managed Futures LLC
 
   
 
Name:
/s/ Patrick T. Egan
   
Patrick T. Egan
 
Title:
President
     
     
 
Morgan Stanley Smith Barney LLC
 
   
 
Name:
/s/ Carmen Lai
   
Carmen Lai
 
Title:
Executive Director
     
     
 
Ceres Managed Futures LLC
 
   
 
Name:
/s/ Patrick T. Egan
   
Patrick T. Egan
 
Title:
President
     


Schedule 1
PARTNERSHIP
STATE AND DATE OF ORGANIZATION
EFFECTIVE DATE
Potomac Futures Fund L.P.
New York; March 14, 1997
October 1, 2013
Ceres Abingdon L.P.
(formerly Managed Futures Premier Abingdon L.P.)
New York; November 8, 2005
October 1, 2013
Emerging CTA Portfolio L.P.
New York; July 7, 2003
October 1, 2013
Ceres Tactical Commodity L.P.
(formerly Managed Futures Premier Aventis II L.P.)
New York; April 20, 2005
October 1, 2013
Ceres Tactical Systematic L.P. (formerly Tactical Diversified Futures Fund L.P.)
New York; December 3, 2002
October 1, 2013
Ceres Orion L.P.
(formerly Orion Futures Fund L.P.)
New York; March 22, 1999
March 1, 2014


Schedule 2
PARTNERSHIP
 
ONGOING SELLING AGENT FEE
 
Potomac Futures Fund L.P.
 
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.
Ceres Abingdon L.P.
(formerly Managed Futures Premier Abingdon L.P.)
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.
Emerging CTA Portfolio L.P.
 
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.
Ceres Tactical Commodity L.P.
(formerly Managed Futures Premier Aventis II L.P.)
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.


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.



Ceres Tactical Systematic L.P.
(formerly Tactical Diversified Futures Fund L.P.)
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.
Ceres Orion L.P.
(formerly Orion Futures Fund L.P.)
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.