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| EX-3.1 - AMENDMENT NO. 2 TO THE THIRD AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT - POTOMAC FUTURES FUND LP | p16017710c.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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): January 1, 2016
POTOMAC FUTURES FUND L.P.
(Exact name of registrant as specified in its charter)
(Exact name of registrant as specified in its charter)
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New York
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000-50735
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13-3937275
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(State or other
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(Commission File
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(IRS Employer
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jurisdiction of
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Number)
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Identification No.)
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incorporation)
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c/o Ceres Managed Futures LLC
522 Fifth Avenue
New York, New York 10036
(Address and Zip Code of principal executive offices)
(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))
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Effective January 1, 2016, Potomac Futures Fund L.P.’s (the “Registrant”) third amended and restated limited partnership agreement (the “Limited Partnership Agreement”) was amended to: (i) provide generally that (A), upon the approval by an affirmative vote of a majority of limited partners unaffiliated with Ceres Managed Futures LLC (the “General Partner”), the Registrant will vote to dissolve any master fund operated by the General Partner into which the Registrant’s assets are invested (a “Master Fund”), in accordance with the organizational documents of such Master Fund, and (B) only the votes of unaffiliated limited partners will be counted in determining whether the requisite number of votes have been received to remove the General Partner or dissolve the Registrant; and (ii) make other conforming amendments.
A copy of the amendment (“Amendment No. 2”) is filed herewith as Exhibit 3.1.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
The following exhibit is filed herewith.
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Exhibit No.
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Description
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3.1
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Amendment No. 2 to the Limited Partnership Agreement of the Registrant.
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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.
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POTOMAC FUTURES FUND L.P.
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By: Ceres Managed Futures LLC, General Partner
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By:
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/s/ Patrick T. Egan
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Patrick T. Egan
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President and Director
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Date: January 6, 2016