KMP FUTURES FUND I LLC AMENDMENT NO. 1 TO ADVISORY AGREEMENT
Exhibit 10.12
AMENDMENT NO. 1
TO
This AMENDMENT NO. 1 (the “Amendment”), dated as of the 1st day of July, 2010 to the Advisory Agreement (the “Original Agreement”), by and among dated as of the 20th day of November, 2006, by and among KMP FUTURES FUND I LLC, a Delaware limited liability company (the “Company”), KENMAR PREFERRED INVESTMENT SOLUTIONS CORP., a Delaware corporation (the “Administrator”), and XXXXXX CAPITAL MANAGEMENT LIMITED, a company registered in England and Wales (the “Advisor”).
W I T N E S S E T H :
WHEREAS, the Company, the Administrator and the Advisor entered into the Original Agreement; and
WHEREAS, the Company, the Administrator and the Advisor desire to amend the Original Agreement.
NOW, THEREFORE, the parties hereto do hereby agree as follows:
| 1. | Amendment |
the Company, the Administrator and the Advisor agree that Section 7(a) and the first paragraph of Section 7(b) of the Original Agreement shall be deleted in its entirety and replaced with the following:
(a) A monthly Management Fee equal to 1/12 of 1.5% (1.5% per annum) of the Allocated Assets determined as of the close of business on the last day of each month. For purposes of determining the Management Fee, any distributions, redemptions or reallocation of the Allocated Assets made as of the last day of the month shall be added back to the Allocated Assets, and there shall be no reduction for (i) any accrued but unpaid incentive fees due the Advisor under paragraph (b) below for the quarter in which such fees are being computed or (ii) any accrued but unpaid extraordinary expenses unrelated to the Company. The Management Fee determined for any month in which an Advisor manages the Allocated Assets for less than a full month shall be prorated, such proration to be calculated on the basis of the number of days in the month the Allocated Assets were under the Advisor’s management as compared to the total number of days in such month, with such proration to include appropriate adjustments for any funds taken away from the Advisor’s management during the month for reasons other than distributions or redemptions, including, but not limited to, the reduction of the Allocated Assets allocated to the Advisor’s management resulting from the payment of extraordinary expenses. Management Fees paid pursuant to this section are non-refundable.
(b) An incentive fee of twenty percent (20%) (the “Incentive Fee”) of “New High Net Trading Profits” (as hereinafter defined) generated on the Allocated Assets, including realized and unrealized gains and losses thereon, as of the close of business on the last day of each calendar quarter (the “Incentive Measurement Date”).
| 2. | Remainder of Original Agreement |
Except as provided in Section 1 hereof, the Original Agreement remains unchanged and in full force and effect, and each reference to the Original Agreement and words of similar import in the Original Agreement, as amended hereby, shall be a reference to the Original Agreement as amended hereby and as the same may be further amended, supplemented and otherwise modified and in effect from time to time.
| 3. | Miscellaneous |
(a) Capitalized Terms. Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Original Agreement.
(b) Entire Agreement. This Amendment No. 1 constitutes the entire agreement and understanding of the parties hereto with respect to its subject matter and supercedes all oral communication and prior writings (except as otherwise provided herein) with respect thereto.
(c) Amendments. No amendment, modification or waiver in respect of this Amendment No. 1 will be effective unless in writing (including a writing evidenced by facsimile transmission) and executed by each of the parties hereto.
(d) Counterparts. This Amendment No. 1 may be executed and delivered in counterparts (including by facsimile), each of which will be deemed an original.
(e) Headings. The headings used in this Amendment No. 1 are for convenience of reference only and are not to affect the constructions of or be taken into consideration in interpreting this Amendment No. 1.
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IN WITNESS WHEREOF, this Agreement has been executed for and on behalf of the undersigned as of the day and year first written above.
| KMP FUTURES FUND I LLC | ||
| By: |
KENMAR PREFERRED INVESTMENTS CORP., its sole Managing Owner | |
| By: |
/s/ Xxxxxx X. Xxxxxxx | |
| Name: Xxxxxx X. Xxxxxxx | ||
| Title: Chief Operating Officer and Senior Executive Vice President | ||
| KENMAR PREFERRED INVESTMENTS CORP., | ||
| By: |
/s/ Xxxxxx X. Xxxxxxx | |
| Name: Xxxxxx X. Xxxxxxx | ||
| Title: Chief Operating Officer and Senior Executive Vice President | ||
| XXXXXX CAPITAL MANAGEMENT LIMITED | ||
| By: |
/s/ Xxxxxx Xxxxx | |
| Name: Xxxxxx Xxxxx | ||
| Title: Director | ||
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