AMENDMENT TO THE MANAGEMENT AGREEMENT
This AMENDMENT dated March 1, 1999 to the MANAGEMENT AGREEMENT made as of
the 1st day of April, 1997 among XXXXX XXXXXX FUTURES MANAGEMENT INC., a
Delaware corporation ("SBFM"), XXXXX XXXXXX POTOMAC FUTURES FUND L.P., a New
York limited partnership (the "Partnership"), XXXXXXXX & COMPANY, INC., a
Maryland corporation (the "Advisor") and SFG GLOBAL INVESTMENTS, INC. ("SFG").
W I T N E S S E T H :
- - - - - - - - - -
WHEREAS, SFG has been elected general partner of the Partnership as of
March 1, 1999 and SBFM will withdraw as general partner of the Partnership and
become Trading Manager of the Partnership pursuant to a Trading Manager
Agreement as of that date; and
WHEREAS, the Trading Manager Agreement provides that SBFM is authorized,
among other things, to select, appoint and terminate advisors; and
WHEREAS, the Trading Manager and the Advisor wish to continue the
Management Agreement dated April 1, 1997 (the "Management Agreement").
NOW, therefore, the parties agree as follows.
1. All references in the Management Agreement to the General Partner after the
effective date of this Amendment shall refer to SFG.
2. The references to the General Partner in paragraphs 1(a), 2 and 5(b)(iii)
shall be changed to "SBFM".
3. The reference to SBFM in the final sentence of paragraph 5(b) shall be
replaced with "SBFM's or the General Partner's".
4. Paragraphs 7(b)(v) - (vii) are deleted and replaced as follows:
"(v) SBFM will not, by acting as Trading Manager to the Partnership, and
the Partnership will not, breach or cause to be breached any
undertaking, agreement, contract, statute, rule or regulation to which
it is a party or by which it is bound which would materially limit or
affect the performance of its duties under this Agreement.
(vi) SBFM is registered as a commodity trading advisor and is a member of
the NFA, and it will maintain and renew such registration and
membership during the term of this Agreement.
(c) The General Partner represents and warrants for itself and the
Partnership that:
(i) It is a corporation duly organized, validly existing and in good
standing under the laws of the State of Delaware and has full corporate power
and authority to perform its obligations under this Agreement.
(ii) It is registered as a commodity pool operator and is a member of the
NFA, and it will maintain and renew such registration and membership during the
term of this Agreement.
(iii) The Partnership is a limited partnership duly organized and validly
existing under the laws of the State of New York and has full power and
authority to enter into this Agreement and to perform its obligations under this
Agreement."
5. In all other respects the Management Agreement remains unchanged.
IN WITNESS WHEREOF, this Amendment has been executed for and on behalf of
the undersigned as of the day and year first above written.
XXXXX XXXXXX FUTURES MANAGEMENT INC.
By: /s/ Xxxxx X. Xxxxx
------------------------
Xxxxx X. Xxxxx
President
XXXXX XXXXXX POTOMAC FUTURES FUND L.P.
BY: XXXXX XXXXXX FUTURES MANAGEMENT INC.
By: /s/ Xxxxx X. Xxxxx
------------------------
Xxxxx X. Xxxxx
President
SFG GLOBAL INVESTMENTS INC.
By: /s/ Xxxxx Xxxxxx
------------------------
Xxxxx Xxxxxx
President
XXXXXXXX & COMPANY, INC.
BY: /s/ Xxxxx X. Xxxxxxx
------------------------
Xxxxx X. Xxxxxxx
President
