EX-1
from 10-K
1 page
Amendment No. 1 to Management Agreement Whereas, Dean Witter Diversified Futures Fund II L.P., a Delaware Limited Partnership (The ?Partnership?), Demeter Management Corporation, a Delaware Corporation (The ?General Partner?), and Vk Capital, Inc., (Formerly Known as Dean Witter Futures & Currency Management Inc.), a Delaware Corporation (The ?Trading Advisor?), Have Agreed to Amend the Management Agreement, Dated as of the 28th Day of October, 1988 (The ?Management Agreement?), Among the Partnership, the General Partner, and the Trading Advisor, to Reduce the Monthly Management Fee Payable to the Trading Advisor and to Increase the Annual Incentive Fee Payable to the Trading Advisor. 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 Amendments Set Forth Below. Now, Therefore, the Parties Hereto Hereby Amend the Management Agreement as Follows: 1. the Monthly Management Fee Equal to 1/4 of 1% of the ?Adjusted Net Assets? Of the Partnership in Section 6(a)(i) of the Management Agreement Is Hereby Changed to a Monthly Management Fee Equal to 1/6 of 1% of the ?Adjusted Net Assets? Of the Partnership. 2. the Annual Incentive Fee Equal to 15% of the ?Trading Profits? In Section 6(a)(ii) of the Management Agreement Is Hereby Changed to an Annual Incentive Fee Equal to 20% of the "Trading Profits". 3. the Foregoing Amendments Shall Take Effect as of the 1st Day of February, 2006. in Witness Whereof, This Amendment to the Management Agreement Has Been Executed for and on Behalf of the Undersigned as of the 31st Day of January, 2006. Dean Witter Diversified Futures Fund II L.P. By: Demeter Management Corporation, General Partner By:/S/ Jeffrey A. Rothman Name: Jeffrey A. Rothman Title: President Demeter Management Corporation By:/S/ Jeffrey A. Rothman Name: Jeffrey A. Rothman Title: President Vk Capital, Inc. By:/S/ Maureen Kaelin Name: Maureen Kaelin Title: President
12/34/56
