EXHIBIT 10.01
(AMENDED)
JOINT VENTURE AGREEMENT AMENDMENT
This Joint Venture Agreement Amendment dated as of October 1,
2000, by and between ML JWH STRATEGIC ALLOCATION FUND L.P. (the "Partnership")
and XXXX X. XXXXX & COMPANY INC. ("JWH").
W I T N E S S E T H
WHEREAS, the parties hereto entered into a Joint Venture
Agreement dated as of April 25, 1996 pursuant to which JWH is acting as a
commodity trading advisor for the Partnership (as amended to the date hereof,
the "Joint Venture Agreement;" certain defined terms are used herein as defined
therein); and
WHEREAS, the parties hereto wish to amend the Joint Venture
Agreement in order to provide for a reduction of the fees payable to JWH
thereunder.
NOW THEREFORE, in consideration of the premises and mutual
covenants contained in the Joint Venture Agreement and herein, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree to amend
the Joint Venture Agreement as follows:
1. AMENDMENT TO SECTION 7. Section 7 of the Joint Venture
Agreement is hereby amended by deleting the amount ".333 of 1%" from the second
line thereof and substituting in lieu thereof the amount ".167 of 1%".
2. AMENDMENTS TO SECTION 8. (a) Section 8(b)(ii) of the Joint
Venture Agreement is hereby amended by deleting the amount "Fifteen percent
(15%)" from the first line of such Section and substituting in lieu thereof the
amount "Twenty percent (20%)".
(b) Section 8(b)(iii) of the Joint Venture Agreement is hereby
further amended by deleting the amount "15%" from the fourth line of such
Section and substituting in lieu thereof the amount "20%".
(c) A new Section 8(i) of the Joint Venture Agreement is
hereby added which shall read in its entirety as follows:
"(i) During no calendar quarter through June 30, 2001 shall
the aggregate Management Fees and Profit Shares calculated pursuant to
this Joint Venture Agreement, as amended pursuant to the Joint Venture
Agreement Amendment dated as of October 1, 2000 (the "New Fees") exceed
the aggregate Management Fees and Profit Shares that would have been
calculated pursuant to the Joint Venture Agreement prior to the
effectiveness of the Joint Venture Agreement Amendment dated as of
October 1, 2000 (the "Existing Fees"). If for any calendar quarter
ending on or before June 30, 2001 the New Fees, as initially
calculated, exceed the Existing Fees, the Profit Share for such
calendar quarter will be reduced to an amount, which, when added to the
Management Fees, causes the New Fees to equal the Existing Fees.
3. AMENDMENTS TO SCHEDULE I. Schedule I to the Joint Venture
Agreement is hereby amended by (a) deleting the amount "$104,250,000" therefrom
and substituting in lieu thereof $104,000,000", (b) deleting the amount "15%"
therefrom and substituting in lieu thereof the amount "20%" and (c) deleting the
amount "$165,000" therefrom each time that it appears, and substituting in lieu
thereof the amount "$220,000".
4. ENTIRE AGREEMENT. This Amendment, together with the Joint
Venture Agreement and all amendments thereto, constitutes the entire agreement
among the parties hereto with respect to the matters referred to herein, and no
other agreement, verbal or otherwise, shall be binding as between the parties
unless it shall be in writing and signed by the party against whom enforcement
is sought.
5. COUNTERPARTS. This Amendment may be executed in one or more
counterparts, each of which shall, however, together constitute one and the same
document.
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IN WITNESS WHEREOF, the undersigned have hereto duly set forth
their hand as of the 1st day of October, 2000.
ML JWH STRATEGIC ALLOCATION FUND L.P.
BY: XXXXXXX XXXXX INVESTMENT PARTNERS INC.,
ITS GENERAL PARTNER
By: ______________________________
Name:
Title:
XXXX X. XXXXX & COMPANY INC.
By: ______________________________
Name:
Title:
Confirmed:
not as a Joint Venturer but
solely for the limited purposes
set forth herein
XXXXXXX XXXXX FUTURES INC.
By: ______________________________
Name:
Title:
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