AMENDMENT NO. 1
TO
AMENDED AND RESTATED MANAGEMENT AGREEMENT
WHEREAS, XXXX XXXXXX DIVERSIFIED FUTURES FUND
LIMITED PARTNERSHIP, a Delaware limited partnership (the ?Partnership?),
DEMETER MANAGEMENT CORPORATION, a Delaware corporation (the
?General Partner?), and VK CAPITAL, INC., (formerly known as Xxxx Xxxxxx
Futures & Currency Management Inc.), a Delaware corporation (the ?Trading
Advisor?), have agreed to amend the Amended and Restated Management
Agreement, dated as of the 31st day of August, 1995 (the ?Amended and Restated
Management Agreement?), among the Partnership, the General Partner, and the
Trading Advisor, to reduce the monthly management fee payable to the Trading
Advisor and to increase the quarterly incentive fee payable to the Trading
Advisor.
WHEREAS, all provisions contained in the Amended and Restated
Management Agreement remain in full force and effect and are modified only to
the extent necessary to provide for the amendments set forth below.
NOW, THEREFORE, the parties hereto hereby amend the
Amended and Restated Management Agreement as follows:
1. The monthly management fee equal to 1/4 of 1% of the Net
Assets of the Partnership in Section 6(a)(i) of the Amended and Restated
Management Agreement is hereby changed to a monthly management fee equal to
1/6 of 1% of the Net Assets of the Partnership.
2. The quarterly incentive fee equal to 15% of the ?Trading
Profits? in Section 6(a)(ii) of the Amended and Restated Management Agreement
is hereby changed to a quarterly incentive fee equal to 20% of the ?Trading
Profits?.
3. The foregoing amendments shall take effect as of the 1st
day of February, 2006.
IN WITNESS WHEREOF, this Amendment to the Amended and
Restated Management Agreement has been executed for and on behalf of the
undersigned as of the 31st day of January, 2006.
XXXX XXXXXX DIVERSIFIED FUTURES FUND
LIMITED PARTNERSHIP
By: Demeter Management Corporation,
General Partner
By:/s/ Xxxxxxx X. Xxxxxxx
Name: Xxxxxxx X. Xxxxxxx
Title: President
DEMETER MANAGEMENT CORPORATION
By:/s/ Xxxxxxx X. Xxxxxxx
Name: Xxxxxxx X. Xxxxxxx
Title: President
VK CAPITAL, INC.
By:/s/ Xxxxxxx Xxxxxx
Name: Xxxxxxx Xxxxxx
Title: President
