Exhibit 1.2
[RefcoFund Holdings, LLC
Letterhead]
Dated as of July 1, 2005
[NAME and ADDRESS of AGENT]
Re:
Amendment No. 1 to the
Additional Selling Agent Agreement
Dear
[ ]:
Reference is hereby made to that
certain Additional Selling Agreement (the “ Additional
Selling Agent Agreement”), dated as of
[ ]
[ ],
20[ ], among S&P Managed Futures Index,
LP, a Delaware limited partnership (the “Partnership”),
RefcoFund Holdings, LLC, the general partner of the Partnership
(the “General Partner”), and you (the “Additional
Selling Agent”). We propose that the Additional Selling
Agent Agreement be amended as of July 1, 2005, as
follows:
1.
The fifth paragraph of
Section 2(a) of the Additional Selling Agent Agreement is
hereby deleted and the following placed in its stead:
The General Partner agrees to pay to
the Additional Selling Agent an initial service fee equal to 2% of
the subscription amount of each subscription of Class 1 Units
sold by the Additional Selling Agent, at the time the Class 1
Units are sold by the Additional Selling Agent. The General
Partner will be reimbursed by the Partnership monthly over the
following 12-month period. In the event
