EXHIBIT 1.01(a)
Exhibit 1.01(a)
ML PRINCIPAL PROTECTION L.P.
(a Delaware Limited Partnership)
2,000,000 Units of Limited Partnership Interests
AMENDMENT NO. 11 TO THE SELLING AGREEMENT
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Dated as of ________________, 199_
XXXXXXX XXXXX, XXXXXX
XXXXXX & XXXXX INCORPORATED
Xxxxxxx Xxxxx World Headquarters
North Tower
World Financial Center
Xxx Xxxx, Xxx Xxxx 00000-0000
Dear Sirs:
Your affiliate, Xxxxxxx Xxxxx Investment Partners Inc. (formerly, ML
Futures Investment Partners Inc.), a Delaware corporation (referred to herein in
its individual corporate capacity and as general partner as the "General
Partner"), and an initial limited partner have caused the formation of a limited
partnership pursuant to the Revised Uniform Limited Partnership Act of the State
of Delaware (the "DRULPA") under the name ML PRINCIPAL PROTECTION L.P. (the
"Partnership") (formerly, ML Principal Protection Plus L.P.), for the purpose of
engaging in speculative trading of futures and forward contracts and commodity
options in the international markets. As described in the Prospectus, the
Partnership does not have any trading operations of its own but rather, through
its wholly-owned trading subsidiary, ML PRINCIPAL PROTECTION TRADING L.P., a
Delaware limited partnership (the "Trading Partnership") (formerly, ML Principal
Protection Plus Trading L.P.), has entered into separate Advisory Agreements
with various professional commodity trading advisors which have no affiliation
with the General Partner (other than perhaps managing accounts for the clients
of the General Partner) (individually, a "Trading Advisor" and, collectively,
the "Trading Advisors"). The Trading Partnership engages in speculative trading
in the commodities markets as aforesaid, and the Trading Advisors direct such
trading; the initial commodity broker and forward contract dealer for the
Partnership is Xxxxxxx Xxxxx Futures Inc., a Delaware corporation and certain of
its affiliates or such other brokers as approved of in writing by Xxxxxxx Xxxxx
Futures Inc.; and the exclusive selling agent for the Partnership will be
yourself, including, without limitation, Xxxxxxx Xxxxx International & Co.,
C.V.O.A., and certain of your affiliates (herein sometimes collectively referred
to as the "Selling Agent").
The undersigned hereby agree to be bound by all terms and conditions of
the Selling Agreement between the Partnership, the Trading Partnership, the
General Partnership, Xxxxxxx Xxxxx Futures Inc., the Selling Agent and certain
trading advisors dated July 14, 1994 as amended by various amendments (the
"Selling Agreement"). References in the Selling Agreement to the Registration
Statement and Prospectus shall, for purposes of this Amendment to the Selling
Agreement, mean the Registration Statement and the Prospectus most recently
filed with the Securities and Exchange Commission as of the date hereof and any
subsequent amendments or prospectuses.
If the foregoing is in accordance with each party's understanding of its
agreement, each party is requested to sign and return to the General Partner a
counterpart hereof, whereupon
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this instrument along with all counterparts will become a binding agreement
among them in accordance with its terms.
Very truly yours,
ML PRINCIPAL PROTECTION L.P.
BY: XXXXXXX XXXXX INVESTMENT
PARTNERS INC., General Partner
By:
---------------------------------
Name:
Title:
ML PRINCIPAL PROTECTION
TRADING L.P.
BY: XXXXXXX XXXXX INVESTMENT
PARTNERS INC., General Partner
By:
---------------------------------
Name:
Title:
[TRADING ADVISORS]
By:
---------------------------------
Name:
Title:
Confirmed and Accepted as of
the date first above written
XXXXXXX LYNCH, PIERCE, XXXXXX
& XXXXX INCORPORATED
Selling Agent
By:
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Name:
Title:
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