AMENDMENT TO THE MANAGEMENT AGREEMENT
This AMENDMENT dated as of April 1, 2001 to the MANAGEMENT AGREEMENT made
as of the 31st day of March 1999 among XXXXX XXXXXX FUTURES MANAGEMENT LLC, a
Delaware limited liability company ("SBFM"), XXXXXXX XXXXX BARNEY ORION FUTURES
FUND L.P., a New York limited partnership (the "Partnership"), SFG GLOBAL
INVESTMENTS, INC., a Delaware corporation ("SFG"), and BEACON MANAGEMENT
CORPORATION (USA), a Delaware corporation (the "Advisor").
W I T N E S S E T H:
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WHEREAS, SBFM has reorganized as a Delaware limited liability company; and
WHEREAS, SBFM was 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WHEREAS, SBFM has withdrawn as Trading Manager of the Partnership and the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 been terminated; and
WHEREAS, SBFM and the Advisor wish to continue the Management Agreement
dated March 31, 1999 (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, notwithstanding any provision of the
Management Agreement that expressly survives termination thereof.
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 to the
Partnership.
4. The reference to the General Partner in the first sentence of paragraph 2
shall be deleted.
5. The reference to the "General Partner" in clause (iv) of the first sentence
of paragraph 5(b) shall be deleted.
6. The last sentence of paragraph 5(b) shall be deleted and replaced by the
following: "The Advisor may immediately terminate this Agreement if SBFM's
registration as a commodity pool operator or its membership in the NFA is
terminated or suspended."
7. The reference to "corporation" in paragraph 7(b)(ii) shall be deleted and
replaced with "limited liability company".
8. The reference to "corporate" in paragraph 7(b)(ii) shall be deleted and
replaced with "limited liability company".
9. The reference in paragraph 7(b)(v) to the "Trading Manager" shall be deleted
and replaced with "General Partner".
10. The reference in paragraph 7(b)(vi) to "commodity trading advisor" shall be
deleted and replaced with "commodity pool operator".
11. 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
power and authority to enter into this Agreement and to perform its
obligations under this Agreement."
12. Paragraph 7(c) shall be deleted in its entirety.
13. In all other respects the Management Agreement remains unchanged.
THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK
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
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Name: Xxxxx X. Xxxxx
Title: President
XXXXXXX XXXXX BARNEY ORION FUTURES FUND L.P.
BY: XXXXX XXXXXX FUTURES MANAGEMENT LLC
By: /s/ Xxxxx X. Xxxxx
---------------
Name: Xxxxx X. Xxxxx
Title: President
BEACON MANAGEMENT CORPORATION (USA)
By: /s/ Grand W. Schaumburg, Jr.
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Name: Xxxxx X. Xxxxxxxxxx, Xx.
Title: Chairman
