EXHIBIT 10.2
AMENDMENT
TO
MANAGEMENT AGREEMENT
WHEREAS, DEMETER MANAGEMENT CORPORATION, a Delaware corporation (the
"General Partner") on behalf of DEAN WITTER CORNERSTONE FUND II, a New York
limited partnership (the "Partnership"), and NORTHFIELD TRADING L.P., a Delaware
limited partnership (the "Trading Manager"), have agreed to amend the Management
Agreement, dated as of April 16, 1997 (the "Management Agreement"), among the
Partnership, the General Partner, and the Trading Manager, to change the
management fee payable to the Trading Manager.
WHEREAS, all provisions contained in the Management Agreement remain in
full force and effect and are modified only to the extent necessary to provide
for the amendment set forth below.
NOW, THEREFORE, the parties hereto hereby amend the Management Agreement
as follows:
1. The monthly management fee rate of 1/3 of 1% (a 4% annual rate)
referred to in Section 7(a)(i) of the Management Agreement is hereby changed to
7/24 of 1% (a 3.5% annual rate).
2. The foregoing change shall take effect as of December 1, 2000.
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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 30th day of November,
2000.
DEAN WITTER CORNERSTONE FUND II
By: Demeter Management Corporation,
General Partner
By: /s/Robert E. Murray
-----------------------------------
Name: Robert E. Murray
Title: President
DEMETER MANAGEMENT CORPORATION
By: /s/Robert E. Murray
-----------------------------------
Name: Robert E. Murray
Title: President
NORTHFIELD TRADING L.P.
By: /s/Douglas Bry
---------------------------------
Name: Douglas Bry
Title: President
