Exhibit 10.2


 


 



SECOND AMENDMENT TO THE MANAGEMENT AGREEMENT







This SECOND AMENDMENT, dated as of the 1st day of August 2015 to the MANAGEMENT AGREEMENT made as of the 1st day of October 2005, as amended by that certain Amendment to the Management Agreement dated as of the 1st day of June 2013 (as so amended, the “Management Agreement”), among CERES MANAGED FUTURES LLC (formerly, Citigroup Managed Futures LLC), a Delaware limited liability company (“CMF”), GLOBAL DIVERSIFIED FUTURES FUND L.P. (formerly, Salomon Smith Barney Global Diversified Futures Fund L.P.), a New York limited partnership (the “Partnership”) and ALTIS PARTNERS (JERSEY) LIMITED, a States of Jersey, Channel Islands corporation (the “Advisor” or “Altis”, and together with CMF and the Partnership, 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 CMF Altis Partners Master Fund L.P., of which CMF is the general partner and Altis is the Advisor; and


WHEREAS, effective August 1, 2015, the Advisor’s monthly fee for professional management services is being reduced to 1/12 of 1.25% (1.25% per year); and


WHEREAS, the Parties wish to amend the Management Agreement to reflect this change.


NOW, therefore the Parties agree as follows:


1.            The text of Section 3(a) of the Management Agreement shall be deleted in its entirety and replaced by the following:


“In consideration of and as compensation for all of the services to be rendered by the Advisor to the Partnership under this Agreement, the Partnership shall pay the Advisor (i) an annual incentive fee equal to 20% of New Trading Profits (as such term is defined below) earned by the Advisor for the Partnership and (ii) a monthly fee for professional management services equal to 1/12 of 1.25% (1.25% per year) of the month-end Net Assets of the Partnership allocated to the Advisor.”


2.            The foregoing amendment shall take effect as of the 1st day of August 2015.


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


4.            This Second Amendment may be executed in one or more counterparts, each of which shall be deemed an original but all of which taken together shall constitute the same agreement.


5.            This Second Amendment shall be governed by and construed in accordance with the laws of the State of New York.







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IN WITNESS WHEREOF, this Second Amendment to the Management Agreement has been executed for and on behalf of the undersigned as of the date and year first written above.


 







	 	
CERES MANAGED FUTURES LLC


	 	 
	 	 
	 	
By /s/ Patrick Egan                                  


	 	
Patrick Egan


	 	
President and Director


	 	 
	 	
GLOBAL DIVERSIFIED FUTURES FUND L.P.


	 	 
	 	 
	 	
By: Ceres Managed Futures LLC


	 	
(General Partner)


	 	 
	 	
By /s/ Patrick Egan                                 


	 	
Patrick Egan


	 	
President and Director


	 	 
	 	 
	 	
ALTIS PARTNERS (JERSEY) LIMITED


	 	 
	 	
By /s/ Natasha Reeve-Gray                     


	 	
Name: N. Reeve-Gray

 Title: Principal


	 	 
	 	
By /s/ Stephen Hedgecock                       


	 	
Name: S. Hedgecock

 Title: Principal