AMENDMENT TO ML FUTURESACCESSSM ADVISORY AGREEMENT
Exhibit
10.3
AMENDMENT TO ML
FUTURESACCESSSM ADVISORY
AGREEMENT
This Amendment dated as of June 22,
2009 (the “Amendment”) amends in certain respects that certain Advisory
Agreement dated as of May 8, 2008 among ML BLUETREND FUTURESACCESSSM LLC,
a Delaware limited liability company (the “Fund”), XXXXXXX XXXXX ALTERNATIVE
INVESTMENTS LLC, a Delaware limited liability company (the “Manager”), and
BLUECREST CAPITAL MANAGEMENT LLP, a limited liability partnership registered in
England (the “Agreement”). Capitalized terms otherwise defined herein
have those meanings set forth in the Agreement.
WHEREAS, the Manager has
determined to allow investors to invest directly in the Fund in addition to
investments made by ML Systematic MomentumSM LLC,
a “fund of funds” operated by the Manager, and intends to register units of the
Fund under the Securities Act of 1934, as amended.
NOW THEREFORE, the parties
hereto agree to amend the Agreement as follows, for good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged:
1.
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Section
1(a) shall be replaced in its entirety as
follows:
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The
Trading Advisor agrees to use its reasonable best efforts to cooperate with the
Fund and the Manager in preparing the Memorandum and any Securities and Exchange
Commission (“SEC”) filings made pursuant to the Securities Act of 1934, as
amended (the “1934 Act”), including without limitation by providing, as promptly
as may be reasonably practicable, all information (if any) regarding the Trading
Advisor, its “principals,” “trading principals,” and “trading program” (each of
the foregoing as defined in Section 4.10 of the Commodity Regulations), its
“affiliates” (as defined in Rule 405 promulgated under the 1933 Act), its
financial condition and any change in control that the Manager reasonably
believes to be necessary or advisable to include in the Memorandum or in any SEC
filings made pursuant to the 1934 Act and hereby consents to the disclosure of
such information in the Memorandum or such filings.
2.
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The
following sentence shall be added at the end of Section 2(i) of the
Agreement: “In the event of any inconsistency between this Agreement and
the Letter Agreement, this Agreement shall
control.”
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3.
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The
second sentence of Section 4(a)(i) of the Agreement shall be replaced in
its entirety as follows: “The Trading Advisor will not, without the
consent of the Manager, trade on a “give up” basis through floor brokers,
give-up brokers, prime brokers, dealers or other executing entities or
facilities (collectively, “executing brokers”) not affiliated with Xxxxxxx
Xxxxx.”
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Page 2
4.
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The
term “executing” shall replace “floor” in the sentence preceding the last
sentence of Section 4(a)(i) of the
Agreement.
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5.
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The
first sentence of Section 5 of the Agreement shall be amended as follows:
“As of the last business day of each calendar month, the Fund shall pay
the Trading Advisor a Management Fee equal to 1/12 of 2% (a 2% annual
rate) of the aggregate gross asset value (for the avoidance of doubt,
prior to reduction for any accrued Incentive Fees or for the Management
Fee being calculated) of the Fund.”
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6.
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Except
as specifically amended herein, the Agreement is and shall continue to be
in full force and effect and is hereby in all respects ratified and
confirmed.
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7.
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Upon
the effectiveness of this Amendment, the parties hereby reaffirm all
representations and warranties made in the Agreement as amended hereby,
and certify that all such representations and warranties are true and
correct in all respects on and as of the date
hereof.
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8.
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This
Amendment may be executed in one or more counterparts, each of which
shall, however, together constitute one and the same
document. Facsimile signature pages shall have the same binding
force and effect as original
copies.
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IN
WITNESS WHEREOF, this Amendment has been executed for and on behalf of the
undersigned on the day and year first written above.
ML BLUETREND FUTURESACCESSSM LLC | |||
By: Xxxxxxx
Xxxxx Alternative Investments LLC,
Manager
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By:
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/s/ | |
Name | |||
Title | |||
XXXXXXX
XXXXX ALTERNATIVE INVESTMENTS LLC
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By:
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/s/ | |
Name | |||
Title | |||
BLUECREST
CAPITAL MANAGEMENT LLP
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By:
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/s/ | |
Name | |||
Title | |||