0000950131-98-005136 Sample Contracts

FORM OF AMENDED AND RESTATED SELLING AGREEMENT --------------------------
Selling Agreement • September 10th, 1998 • Profutures Bull & Bear Fund L P • New York
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SIDLEY & AUSTIN A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS
Profutures Bull & Bear Fund L P • September 10th, 1998
Exhibit 10.03 INVESTMENT ADVISORY AGREEMENT
Custodial Services Agreement • September 10th, 1998 • Profutures Bull & Bear Fund L P • New York
Very truly yours, SIDLEY & AUSTIN
Profutures Bull & Bear Fund L P • September 10th, 1998

We have acted as your counsel in connection with the preparation and filing with the Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended, of the Registration Statement on Form S-1 to be filed with the SEC on or about September 8, 1998, (the "Registration Statement"), relating to Units of Limited Partnership Interest ("Units") of ProFutures Bull & Bear Fund, L.P. (the "Fund"), a limited partnership organized under the Delaware Revised Uniform Limited Partnership Act.

EXHIBIT 23.01
Profutures Bull & Bear Fund L P • September 10th, 1998

Sidley & Austin hereby consents to all references made to it in the Registration Statement on Form S-1 of ProFutures Bull & Bear Fund, L.P. as filed with the Securities and Exchange Commission on or about September 10, 1998.

FORM OF ADDITIONAL SELLING AGENTS AGREEMENT -----------------------------------
Profutures Bull & Bear Fund L P • September 10th, 1998 • New York
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