AMENDMENT AGREEMENT

Exhibit 10.1

AMENDMENT AGREEMENT

This amendment agreement (the “Amendment”) is dated February 22, 2017 and is made and entered into by and among:

THE UNDERSIGNED:

1. TRANSTREND B.V., a limited liability company, incorporated under the laws of The Netherlands, with its principal place of business at Weena 723, Xxxx X0.000, 0000 XX Xxxxxxxxx, Xxx Xxxxxxxxxxx (the “Trading Advisor”);

2. XXXXXX XXXXXXX XXXXX XXXXXX TT II, LLC, a Delaware limited liability company (the “Trading Company”); and

3. CERES MANAGED FUTURES LLC, a Delaware limited liability company (the “Trading Manager”).

The Trading Advisor, the Trading Company and the Trading Manager are hereinafter individually also referred to as “Party” and collectively as “Parties”.

WHEREAS, the Parties have concluded that certain amended and restated advisory agreement, dated effective as of November 1, 2015 (the “Agreement”), of which this Amendment shall form an inseparable part;

WHEREAS, the Parties wish to amend Section 5(a)(i) of the Agreement to reduce the monthly management fee with effect from January 1, 2017;

WHEREAS, pursuant to Section 14 of the Agreement, the Agreement may not be amended except by the written consent of the Parties; and

WHEREAS, the Parties desire to enter into this Amendment in order to amend the Agreement to reflect the aforementioned.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby confirmed, the Parties agree as follows:

1.    Interpretation

Capitalized and other defined terms used in this Amendment and not otherwise expressly defined herein shall have the same respective meanings as set forth in the Agreement. In the event of any inconsistency between this Amendment and the Agreement, the terms of this Amendment shall prevail.

2.    Amendment

(a)    Section 5(a)(i) of the Agreement, stating:

“(i)     The Trading Company shall pay the Trading Advisor a monthly management fee equal to 1/12th of 1% (a 1% annual rate) of the Assets as of the first day of each month (the “Management Fee”). The Management Fee is payable in arrears within 30 Business Days of the end of the month for which it was calculated. For purposes of this Agreement, “Business Day” shall mean any day which the securities markets are open in the United States; and”

is hereby deleted and replaced by a new Section 5(a)(i) of the Agreement, reading as follows:

“(i)     The Trading Company shall pay the Trading Advisor a monthly management fee equal to 1/12th of 0.85% (a 0.85% annual rate) of the Assets as of the first day of each month (the “Management Fee”). The Management Fee is payable in arrears within 30 Business Days of the end of the month for which it was calculated. For purposes of this Agreement, “Business Day” shall mean any day which the securities markets are open in the United States; and”.

(b)    The parties agree that the reduction in the monthly management fee evidenced in the foregoing amendment shall be deemed to have taken effect as of January 1, 2017.

3.    Representations

Each Party represents to the other Parties that this Amendment has been duly and validly executed, delivered and entered into by it and that this Amendment constitutes a valid and binding agreement of it enforceable against it in accordance with its terms.

4.    Full Force and Effect

Except unless, and to the extent where, expressly stated otherwise in this Amendment, the Agreement shall remain in full force and effect.

5.    Counterparts; Valid Agreement

This Amendment may be executed by the Parties in one or more counterparts, each of which when so executed and delivered shall be deemed an original amendment agreement, and all of which together shall constitute one and the same instrument. This Amendment may be executed and delivered either in hard copy originals or in scanned copies which in either case shall constitute a valid amendment agreement among the Parties.

6.    Governing Law

This 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, the Parties have executed this Amendment on the respective dates set forth below.

XXXXXX XXXXXXX XXXXX XXXXXX TT II, LLC

/s/ Xxxxxxx X. Xxxx
Name:		Xxxxxxx X. Xxxx
Title:		President & Director, Ceres Managed Futures LLC
		on behalf of Xxxxxx Xxxxxxx Xxxxx Xxxxxx TT II, LLC
Date:		February 22, 2017
Place:		New York, NY U.S.A.

CERES MANAGED FUTURES LLC

/s/ Xxxxxxx X. Xxxx
Name:		Xxxxxxx X. Xxxx
Title:		President & Director, Ceres Managed Futures LLC
Date:		February 22, 2017
Place:		New York, NY U.S.A.

TRANSTREND B.V.

/s/ J.P.A. van den Broek						/s/ X.X. xx Xxxx
Name:		J.P.A. van den Broek				Name:		X.X. xx Xxxx
Title:		Managing Director				Title:		Managing Director
Date:		February 22, 2017				Date:		February 22, 2017
Place:		Rotterdam, The Netherlands				Place:		Rotterdam, The Netherlands

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