SECOND AMENDMENT TO THE MANAGEMENT AGREEMENT
This SECOND AMENDMENT (this "Amendment") to the MANAGEMENT AGREEMENT made
as of the 1st day of April, 1997, and as amended on March 1, 1999, among XXXXX
XXXXXX FUTURES MANAGEMENT LLC, a Delaware limited liability company ("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., a Delaware corporation ("SFG"), is made as of
April 1, 2001 by and among SBFM, the Partnership and the Advisor.
W I T N E S S E T H :
- - - - - - - - - -
WHEREAS, SBFM has reorganized as a Delaware limited liability company; and
WHEREAS, at the commencement of trading the Partnership's general partner
was SBFM; and
WHEREAS, from March 1, 1999 through April 1, 2001, SFG was the
Partnership's general partner and SBFM was the Partnership's trading manager;
and
WHEREAS, SBFM has been re-elected general partner of the
Partnership as of April 1, 2001 and SFG withdrew as general partner of the
Partnership as of that date; and
WHEREAS, SBFM has withdrawn as trading manager of the Partnership and the
Trading Manager Agreement between SFG and SBFM has thereby been terminated; and
WHEREAS, SBFM and the Advisor entered into a management agreement dated
April 1, 1997 and entered into an amendment to that management agreement dated
March 1, 1999 (as amended, the "Management Agreement"); and
WHEREAS, SBFM and the Advisor wish to continue the Management Agreement.
NOW, therefore, the parties agree as follows.
1. SFG shall no longer be a party to the Management Agreement after the
effective date of this Amendment.
2. All references in the Management Agreement to the General Partner after the
effective date of this Amendment shall refer to SBFM.
3. All references in the Management Agreement to SBFM after the effective date
of this Amendment shall refer to SBFM in its capacity as General Partner of the
Partnership.
4. The reference to the General Partner in the final sentence of paragraph 5(b)
shall be deleted.
5. The reference to "corporation" in paragraph 7(b)(ii) shall be deleted and
replaced with "limited liability company."
6. The reference to "corporate" in paragraph 7(b)(ii) shall be deleted and
replaced with "limited liability company."
7. The reference in paragraph 7(b)(v) to the "Trading Manager" shall be deleted
and replaced with "General Partner."
8. The reference in paragraph 7(b)(vi) to "commodity trading advisor" shall be
deleted and replaced with
"commodity pool operator."
9. The following paragraph 7(b)(vii) shall be added:
"(vii) The Partnership is a limited partnership duly organized and validly
existing under the laws of the State of New York and has full limited
partnership power and authority to enter into this Agreement and to
perform its obligations under this Agreement."
10. Paragraph 7(c) shall be deleted in its entirety.
11. 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 LLC
By: /s/ Xxxxx X. Xxxxx
------------------------
Xxxxx X. Xxxxx
President
XXXXX XXXXXX POTOMAC FUTURES FUND L.P.
BY: XXXXX XXXXXX FUTURES MANAGEMENT LLC
By: /s/ Xxxxx X. Xxxxx
------------------------
Xxxxx X. Xxxxx
President
XXXXXXXX & COMPANY, INC.
BY: /s/ Xxxxx X. Xxxxxxx
------------------------
Xxxxx X. Xxxxxxx
President
