diviiex.htm




  






EXHIBIT 10.1


 










AMENDMENT TO THE MANAGEMENT AGREEMENT


 


This AMENDMENT dated as of the 1st day of January, 2013, to the MANAGEMENT AGREEMENT made as of the 30th day of April, 1997 (the “Management Agreement”), among CERES MANAGED FUTURES LLC (formerly SMITH BARNEY FUTURES MANAGEMENT INC.), a Delaware limited liability company (“CMF”), DIVERSIFIED MULTI-ADVISOR FUTURES FUND L.P. II (formerly Smith Barney Diversified Futures Fund L.P. II), a New York limited partnership (the “Partnership”) and WILLOWBRIDGE ASSOCIATES INC., a Delaware corporation (the “Advisor”, all parties together, the “Parties”).  Capitalized terms not defined herein have the meaning ascribed to such terms in the Management Agreement.


 


W I T N E S S E T H:


 


WHEREAS, the assets of the Partnership allocated to the Advisor are traded through the CMF Willowbridge Master Fund, L.P., a New York limited partnership (the “Master Fund”) of which CMF is the general partner and Willowbridge is the Advisor; and


 


WHEREAS, effective January 1, 2013, the trading program utilized by the Advisor on behalf of the Master Fund is changing from the Argo Trading System to the wPraxis Futures Trading Approach; and


 


WHEREAS, effective January 1, 2013, the trading system used to manage the Partnership’s assets is being changed from the Argo Trading System to the wPraxis Futures Trading Approach; and


 


WHEREAS, effective January 1, 2013, the Advisor’s monthly fee for professional management services is being reduced to 1/8 of 1% (1.5% per year); and


 


WHEREAS, the Parties wish to amend the Management Agreement to reflect these changes and to reflect certain name changes.


 


NOW, therefore, the Parties agree as follows:


 


1. All references to “Smith Barney Futures Management Inc.”,  and “SBFM” in the management agreement shall be changed to “Ceres Managed Futures LLC”, and “CMF”, respectively.


 


2. All references to “Smith Barney Diversified Futures Fund L.P. II” shall be changed to “Diversified Multi-Advisor Futures Fund L.P. II”.


 


3. All reference to “initially” in Section 1(a) of the Management Agreement shall be deleted and references to the “Argo Trading System” in Section 1(a) shall be deleted and replaced with “wPraxis Futures Trading Approach”.


 


4. The first sentence of section 1(c) shall be deleted and replaced by the following:


 


“The allocation of the Partnership’s assets to the Advisor shall be made to the Advisor’s wPraxis Futures Trading Approach (the “Program”).”


 


5. Section 3(a), clause (ii) shall be deleted and replaced by the following:


 


“A monthly fee for professional management services equal to 1/8 of 1% (1.5% per year) of the month-end Net Assets of the Partnership allocated to the Advisor (which shall include any committed funds).”


 


6. In all other respects the Management Agreement remains unchanged and of full force and effect.


 


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.


 


CERES MANAGED FUTURES LLC












By           /s/  Walter Davis                                                              


Walter Davis


President and Director












DIVERSIFIED MULTI-ADVISOR FUTURES FUND L.P. II












By:  Ceres Managed Futures LLC


(General Partner)












By           /s/  Walter Davis                                                              


Walter Davis


President and Director












WILLOWBRIDGE ASSOCIATES INC.












By           /s/  Steven R. Crane                                                                


Name:             Steven R. Crane


     Title:                 Senior Vice President