AMENDMENT NO. 1 TO THE MANAGEMENT AGREEMENT
EXHIBIT 10.8(c)
AMENDMENT NO. 1 TO THE MANAGEMENT AGREEMENT
This AMENDMENT NO. 1 dated as of the 1st day of July, 2014 to the MANAGEMENT AGREEMENT made as of the 31st day of March, 2008, (the “Management Agreement”), among CERES MANAGED FUTURES LLC (formerly CITIGROUP MANAGED FUTURES LLC), a Delaware limited liability company (“CMF”), DIVERSIFIED MULTI-ADVISOR FUTURES FUND X.X. XX (formerly XXXXX XXXXXX DIVERSIFIED FUTURES FUND X.X. XX), a New York limited partnership (the “Partnership”) and XXXXXXXX TRADING COMPANY, an Illinois 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 Partnership currently pays the Advisor a monthly fee for professional management services equal to 2.0% per year of the month-end Net Assets of the Partnership allocated to the Advisor; and
WHEREAS, effective as of July 1, 2014, the Parties wish to change the professional management services fee to 1.0% 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 Paragraph 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 incentive fee payable quarterly 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 service equal to 1/12 of 1.0% (1.0% 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 July, 2014.
3. In all other respects the Management Agreement remains unchanged and of full force and effect.
4. This Amendment No. 1 may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute the same agreement.
5. This Amendment No. 1 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 Amendment to the Management Agreement has been executed for and on behalf of the undersigned as of the 25th day of July, 2014.
| CERES MANAGED FUTURES LLC | ||
| By: | /s/ Alper Daglioglu | |
| Name: | Alper Daglioglu | |
| Title: | President and Director | |
| DIVERSIFIED MULTI-ADVISOR FUTURES FUND X. X. XX | ||
| By: | Ceres Managed Futures LLC | |
| (General Partner) | ||
| By: | /s/ Alper Daglioglu | |
| Name: | Alper Daglioglu | |
| Title: | President and Director | |
| XXXXXXXX TRADING COMPANY | ||
| By: | /s/ Xxxx X. Xxxxxxxx | |
| Name: | Xxxx X. Xxxxxxxx | |
| Title: | President | |
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