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8-K - FORM 8-K - EMERGING CTA PORTFOLIO LPc36203139b.htm
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).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).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).Class Z Units will not be subject to an ongoing selling agent fee.