Potomac Futures Fund (POTO) 10-Q 2014 Q1 Quarterly report

EXHIBIT 10.3(c)

April 7, 2014

Morgan Stanley Smith Barney LLC

522 Fifth Avenue, 13th Floor

New York, New York 10036

Re: Ceres Managed Futures LLC: Amended Schedules 1 and 2 to the Alternative Investment Selling Agent Agreement

Ladies and Gentlemen:

Pursuant to paragraph 13(c) of the Alternative Investment Selling Agent Agreement dated November 12, 2013, as amended from time to time (the “Agreement”), between, among others, Ceres Managed Futures LLC (“CMF”), the general partner of each of the limited partnerships listed onSchedule 1 thereto (each, a “Partnership,” and together, the “Partnerships”), and Morgan Stanley Smith Barney LLC (“MSSB”), CMF is hereby confirming thatSchedules 1 and 2 to the Agreement are hereby deleted in their entirety and replaced withSchedules 1 and 2 attached hereto.

Notwithstanding anything to the contrary in the Agreement, by signing below MSSB hereby agrees to, acknowledges and accepts the amendment of the Agreement, effective as of April 1, 2014.

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If the foregoing is in accordance with your understanding of our discussions, kindly sign and return to us a counterpart hereof (by mail, facsimile or email) as soon as possible.

Sincerely,
	CERES MANAGED FUTURES LLC
	By:	/s/ Alper Daglioglu
		Alper Daglioglu
		President and Director
	EACH PARTNERSHIP LISTED ON SCHEDULE 1 HERETO
	By: Ceres Managed Futures LLC, the general partner of each Partnership
	By:	/s/ Alper Daglioglu
		Alper Daglioglu
		President and Director

Confirmed, accepted and agreed to:

MORGAN STANLEY SMITH BARNEY LLC

By:	/s/ Jeremy Beal
Name:	Jeremy Beal
Title:	Executive Director

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SCHEDULE 1

PARTNERSHIP	STATE AND DATE OF ORGANIZATION	EFFECTIVE DATE
Potomac Futures Fund L.P.	New York; March 14, 1997	October 1, 2013

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SCHEDULE 2

PARTNERSHIP	ONGOING SELLING AGENT FEE
Potomac Futures Fund L.P.	3.00% per year of the adjusted net assets of the Partnership (computed monthly by multiplying the adjusted net assets of the Partnership by 3.00% and dividing the result thereof by 12)1

¹  Adjusted net assets are month-end Net Assets increased by the current month’s management fee, ongoing selling agent fee, incentive fee accrual and other expenses and any redemptions or distributions as of the end of such month.