1
EXHIBIT 10.5
AMENDMENT NO. I
DATED AS OF JUNE 30, 1998
TO THE MANAGEMENT AGREEMENT
DATED AS OF APRIL 10, 1997 AMONG
XXXXX XXXXXX FUTURES MANAGEMENT INC., XXXXX XXXXXX WESTPORT
FUTURES FUND L. P., AND XXXX X. XXXXX & COMPANY., INC.
Sections 3(a) and (c) of the Management Agreement are hereby deleted in their
entirety and replaced with the following with such changes to be effective July
1, 1998:
(a) In consideration of and as compensation for all of
the services to be rendered by the Advisor to the Partnership under this
Agreement, the Partnership shall pay the Advisor (i) an incentive fee payable
quarterly equal to 19% of New Trading Profits (as such term is defined below)
earned by the Advisor for the Partnership and (ii) a monthly fee for
professional management services equal to 1/3 of 1% (4% per year) of the month
end Net Assets of the Partnership allocated to the Advisor.
(c) "New Trading Profits" shall mean the excess, if any,
of Net Assets managed by the Advisor at the end of the fiscal period over Net
Assets managed by the Advisor at the end of the highest previous fiscal period
or Net Assets allocated to the Advisor at the date trading commences, whichever
is higher, and as further adjusted to eliminate the effect on Net Assets
resulting from new capital contributions, redemptions, reallocations or capital
distributions, if any, made during the fiscal period decreased by interest or
other income, not directly related to trading activity, earned on the
Partnership's assets during the fiscal period, whether the assets are held
separately or in margin accounts. No incentive fee shall be paid until the end
of the first full calendar quarter of trading, which fee shall be based on New
Trading Profits earned from the commencement of trading operations by the
Partnership through the end of the first full calendar quarter. Interest income
earned, if any, will not be taken into account in computing New Trading Profits
earned by the Advisor. If Net Assets allocated to the Advisor are reduced due to
redemptions, reallocations or distributions (net of additions), there will be a
corresponding proportional reduction in the related loss carryforward amount
that must be recouped before the Advisor is eligible to receive another
incentive fee.
2
Except as specifically provided in this Amendment No. I, all
terms of the Management Agreement shall remain in full force and effect after
the adoption hereof.
IN WITNESS WHEREOF, this Agreement has been executed for and
on behalf of the undersigned as of the day and year written below.
XXXXX XXXXXX XXXX X. XXXXX & COMPANY., INC.
FUTURES MANAGEMENT INC.
By:__________________________________ By:________________________________
Xxxxx X. Xxxxx Name:
President and Director Title:
XXXXX XXXXXX
WESTPORT FUTURES FUND X. X. XX
By: Xxxxx Xxxxxx
Futures Management Inc.
(General Partner)
Dated as of
June 30, 1998
By:__________________________________
Xxxxx X. Xxxxx
President and Director
-2-
