This AMENDMENT dated as of the 1st day of January 2012 to the ADVISORY AGREEMENT made as of the 30th day of April, 2007, among CERES MANAGED FUTURES LLC (formerly Demeter Management Corporation), a Delaware limited liability company (the Trading Manager), MORGAN STANLEY SMITH BARNEY WNT I, LLC (formerly Morgan Stanley Managed Futures WCM I, LLC), a Delaware limited liability company (the Trading Company) and WINTON CAPITAL MANAGEMENT LIMITED, a United Kingdom company (the Trading Advisor).
W I T N E S S E T H:
WHEREAS, the Trading Manager, the Trading Company and the Trading Advisor wish to amend the Advisory Agreement dated as of April 30, 2007 to increase the amount of leverage used to manage the Trading Companys assets and reflect a change in the Trading Advisors management fee compensation (from 2% per year to 1.5% per year).
NOW, therefore, the parties agree as follows:
1. The first sentence of Section 2(f) shall be deleted and replaced by the following:
In performing services to the Trading Company, the Trading Advisor shall utilize its Diversified Trading Program (the Trading Program), as described in the Disclosure Document, and as modified from time to time; provided, however, that the Trading Manager and the Trading Company agree that amount of leverage applied to the assets of the Trading Company allocated to the Trading Advisor by the Trading Manager shall be up to (but not in excess of) 1.5 times the assets of the Trading Company allocated to the Trading Advisor by the Trading Manager (the Trading Level), unless otherwise agreed by the parties hereto in writing. The Trading Advisor shall trade the Trading Companys assets on the basis of the Trading Level.
2. The first sentence of Section 5(a)(i) shall be deleted and replaced by the following:
The Trading Company shall pay the Trading Advisor a monthly management fee equal to 1/12 of *% (a *% annual rate) of the Assets (as defined in Section 2(a) hereof) of the Trading Company allocated to the Trading Advisor as of the first day of each month (the Management Fee).
This information has been redacted in accordance with the Order Granting Confidential Treatment Under the Securities Exchange Act of 1934, dated January 14, 2009, File No. 000-53113 - CF#21688, and the Order Granting Confidential Treatment Under the Securities Exchange Act of 1934, dated January 14, 2009, File No. 000-53114- CF#21687.
3. In all other respects the Advisory Agreement remains unchanged and of full force and effect.
IN WITNESS WHEREOF, this Amendment has been executed for and on behalf of the undersigned as of the day and year first above written.
|CERES MANAGED FUTURES LLC|
|MORGAN STANLEY SMITH BARNEY WNT I, LLC|
|By:||Ceres Managed Futures LLC|
|WINTON CAPITAL MANAGEMENT LIMITED|
|Director, Winton Capital Management Limited|