1 EXHIBIT 3.01 CERTIFICATE OF AMENDMENT (NO. 1) TO THE CERTIFICATE OF LIMITED PARTNERSHIP OF PROFUTURES BULL & BEAR FUND, L.P. The undersigned, desiring to amend the Certificate of Limited Partnership of ProFutures Bull & Bear Fund, L.P. pursuant to the provisions of Section 17-202 of the Revised Uniform Limited Partnership Act of the State of Delaware, does hereby certify as follows: FIRST: Article 1 of the Certificate of Limited Partnership shall be amended and restated as follows: The name of the limited partnership formed pursuant to this Certificate is "ProFutures Long/Short Growth Fund, L.P." SECOND: Article 4 of the Certificate of Limited Partnership shall be amended and restated as follows: The name and business address of the general partner of the Partnership are: PROFUTURES, INC. 11612 Bee Cave Road - Suite 100 Austin, Texas 78733 IN WITNESS WHEREOF, the undersigned executed this Amendment (No. 1) to the Certificate of Limited Partnership on this December 7, 1998. PROFUTURES BULL & BEAR FUND, L.P. By: ProFutures, Inc., the General Partner By: /s/ Gary D. Halbert ----------------------------- Gary D. Halbert, President