INDEPENDENT VERDICT
Base Rate B Plus Fund, L.P. has a more interesting structure than its name initially suggests because the latest Form D explicitly divides investment-management responsibility between two related entities. The Delaware hedge fund was formed in 2025, reported its first sale on January 2, 2026 and, by the September 16, 2026 amendment, had sold $31,889,346 of interests to 52 investors. It relies on Rule 506(b) and Section 3(c)(1), reports an indefinite offering and states that the offering is intended to continue for more than one year. Most importantly, the SEC filing identifies 3B Futures Management, LLC as both general partner and investment manager with respect to commodity interests, while 3B Capital Management, LP is separately identified as investment manager with respect to securities. Carl Y. Baggett and Thomas Bonn are both named as managers of the general partner. That securities-versus-commodities split is the central research story because it suggests a hybrid hedge-fund structure that may combine traditional securities exposure with futures or other commodity-interest strategies rather than operating as a plain long-short equity vehicle.
THE FUND MOVED FROM ZERO SALES TO NEARLY $31.9 MILLION IN ITS FIRST REPORTED YEAR
The fundraising chronology is unusually clean. The original September 16, 2025 Form D established Base Rate B Plus Fund but reported $0 sold and zero investors because the first sale had not yet occurred. The September 2026 amendment then reported a January 2, 2026 first sale, $31.889 million sold and 52 investors. That means essentially all publicly reported fundraising occurred during the first eight-and-a-half months after initial subscriptions began. The latest filing still lists the offering as indefinite and reports a $0 minimum-investment field, which should not be interpreted as unrestricted retail access because the vehicle is a private Rule 506(b) hedge fund relying on Section 3(c)(1). The filing also reports zero sales commissions, zero finder's fees and zero direct payments from proceeds to the related persons named in Item 3, while separately stating that the investment manager receives a management fee and an affiliate of the general partner receives a performance allocation under confidential offering documents.
THE TWO-MANAGER MODEL IS THE MOST DISTINCTIVE PART OF THE STRUCTURE
Most Form D hedge-fund filings identify one general partner or investment manager and leave the actual division of duties opaque. Base Rate B Plus is more explicit. 3B Futures Management, LLC is the fund's GP and manages "commodity interests," while 3B Capital Management, LP manages "securities." That wording implies a deliberate separation between market exposures that may be subject to different regulatory frameworks and operational systems. The public filing does not identify the exact allocation between futures, options, cash securities or other instruments, nor does it disclose whether 3B Futures Management is registered with the CFTC or a member of the NFA in connection with this vehicle. Investors therefore have a concrete question to test in fund documents: which entity has trading authority over which sleeves of the portfolio, how collateral is shared, how risk is aggregated across securities and commodity accounts, and whether performance fees are calculated at the combined fund level or separately by strategy.
3B CAPITAL HAS A LONGER REGULATORY HISTORY THAN THE B PLUS FUND
3B Capital Management, LP is not a newly created adviser appearing only in this one Form D. Its Form ADV identifies CRD 300098 and SEC file number 801-121909, and public ADV-derived data from the March 2026 filing indicate approximately $246 million of regulatory assets under management across three client accounts. The firm operates from the same 6510 Abrams Road, Suite 620 Dallas address used by Base Rate B Plus Fund. That address continuity strongly supports the relationship between the issuer and adviser. Separate regulatory and entity records also connect 3B Capital Management to older Base Rate vehicles, including Base Rate Fund QP, L.P. and Base Rate OE Fund, L.P., showing that the "Base Rate" naming convention predates the 2025 B Plus vehicle. The adviser-level $246 million RAUM should not, however, be confused with the $31.889 million sold by Base Rate B Plus Fund; one measures adviser-level regulatory assets across accounts, while the other measures cumulative interests sold by this specific issuer.
THE OLDER BASE RATE FUNDS PROVIDE EVIDENCE OF PLATFORM CONTINUITY
Public entity and fund databases identify earlier Base Rate structures associated with 3B Capital Management, including Base Rate Fund QP, L.P. and Base Rate OE Fund, L.P. The OE vehicle has regulatory records dating back several years and is associated with institutional service providers such as Deloitte & Touche as auditor and Marex-related entities among trading, custody or brokerage relationships in historical database records. These older vehicles do not prove the service-provider stack, performance or portfolio of Base Rate B Plus Fund, and their economics should not be imported into the new fund automatically. They do, however, show that B Plus is part of an existing manager architecture rather than the first fund ever launched under the Base Rate name. For diligence, that makes the most valuable comparison one of continuity: whether B Plus is a successor, enhanced strategy, parallel vehicle or different risk sleeve relative to the older QP and OE funds.
THE REGULATORY RECORD DOES NOT YET REVEAL THE ACTUAL PORTFOLIO
Despite the unusually clear manager split, the Form D does not disclose holdings, net or gross exposure, leverage, duration, futures markets traded, derivatives usage, liquidity, historical drawdowns or current NAV. It also does not publish the actual management-fee or performance-allocation percentages, only that those arrangements exist in the confidential offering materials. The adviser reports approximately $246 million of RAUM, but the public Form D does not establish how much of that belongs to B Plus versus older Base Rate vehicles or other accounts. Because the new fund already has 52 investors after less than a year of reported sales, investors should also ask whether capital has migrated from predecessor vehicles, whether B Plus offers different liquidity or fee terms, and why a new 3(c)(1) vehicle was created alongside the manager's older fund structures.
FINAL ASSESSMENT
Base Rate B Plus Fund has a stronger public entity trail than many similarly sized hedge funds because the SEC filing identifies not only the fund, GP and principals but also a clear functional split between the securities manager and the commodity-interests manager. The latest Form D confirms $31.889 million sold to 52 investors after a January 2026 first sale, while 3B Capital Management separately reports approximately $246 million of adviser-level regulatory AUM and has a longer history connected to other Base Rate funds. The main unresolved questions are strategic rather than existential: how much risk is allocated to securities versus futures or other commodity interests, what distinguishes B Plus from Base Rate Fund QP and Base Rate OE Fund, what leverage and liquidity limits apply, and what current audited performance looks like. The filing establishes a real exempt hedge-fund offering and a traceable management structure, but it does not establish portfolio quality or future returns.
SEC SNAPSHOT Base Rate B Plus Fund, L.P. | CIK 0002085636 | Form D/A | File No. 021-557625 | Accession 0002085636-26-000001 | Delaware LP | Formed 2025 | Hedge Fund | Rule 506(b) | Section 3(c)(1) | First Sale January 2, 2026 | Filed September 16, 2026 | $31,889,346 Sold | 52 Investors | GP: 3B Futures Management, LLC | Securities Manager: 3B Capital Management, LP | Carl Y. Baggett / Thomas Bonn
FUNDRAISING CHRONOLOGY September 16, 2025 — Initial Form D — $0 sold / 0 investors January 2, 2026 — First sale September 16, 2026 — $31,889,346 sold / 52 investors Latest offering size — Indefinite Offering expected to last more than one year — Yes Sales commissions — $0 Finders' fees — $0
WEBSITE / ENTITY PENETRATION Fund CIK: 0002085636 Commodity-interests manager: 3B Futures Management, LLC Securities investment manager: 3B Capital Management, LP 3B Capital CRD: 300098 3B Capital SEC No.: 801-121909 2026 regulatory AUM: Approximately $246 million 2026 adviser accounts: 3 Fund / adviser Dallas address match: Confirmed Carl Y. Baggett relationship: Confirmed Thomas Bonn relationship: Confirmed Older Base Rate fund family identified: Yes Official public fund website: Public fund portfolio disclosure:
MANAGEMENT ARCHITECTURE 3B Futures Management, LLC Role: General Partner Role: Investment manager with respect to commodity interests
3B Capital Management, LP Role: Investment manager with respect to securities SEC No.: 801-121909 Approximate 2026 RAUM: $246 million
RELATED BASE RATE VEHICLES Base Rate Fund QP, L.P. Base Rate OE Fund, L.P.
Important distinction: The $31.889 million sold by Base Rate B Plus Fund belongs only to this issuer. The approximately $246 million RAUM figure belongs to 3B Capital Management across its advisory business. Historical Base Rate QP and OE vehicles are separate legal funds.
CORE INVESTOR QUESTIONS What does "B Plus" mean relative to the older Base Rate funds How much of the portfolio is allocated to securities versus commodity interests Which futures, options or commodity markets may be traded Is 3B Futures Management registered with or exempt from CFTC / NFA requirements relevant to the strategy How is collateral allocated between securities and futures accounts What gross and net leverage limits apply What management fee and performance allocation are charged Does the performance allocation use a high-water mark or hurdle What is current NAV compared with $31.889 million cumulative securities sold How much of 3B Capital's $246 million RAUM belongs to B Plus Did investors transfer or roll capital from older Base Rate vehicles into B Plus Which administrator, auditor, custodian, prime brokers and futures commission merchants currently service the fund What are the fund's audited annualized return, volatility and maximum drawdown since the January 2026 first sale
PRIMARY EVIDENCE REVIEWED SEC Form D/A — Base Rate B Plus Fund, L.P. — September 16, 2026 SEC Form D — Base Rate B Plus Fund, L.P. — September 16, 2025 SEC Form ADV — 3B Capital Management, LP — CRD 300098 / SEC 801-121909 Public adviser records for 3B Capital Management, LP Public entity and fund records for Base Rate Fund QP, L.P. Public entity and fund records for Base Rate OE Fund, L.P.
IMPORTANT FORM D NOTICE Form D is a notice filing for an exempt securities offering. It does not mean the SEC has approved Base Rate B Plus Fund, verified its trading results, reviewed its securities or commodity positions for investment merit or guaranteed investor returns. Adviser regulatory AUM and capital reported by individual Base Rate funds are different measurements and should not be combined without supporting fund-level records.