Exhibit 1.02
AMENDMENT NO. 1
to
SELLING AGREEMENT
THIS AMENDMENT NO. 1 To SELLING AGREEMENT between Kenmar Advisory
Corp., (the "Managing Owner") and PaineWebber Incorporated (the "Selling
Agent"), is made and entered into as of August , 1997.
WHEREAS, the Managing Owner and the Selling Agent entered into a
Selling Agreement dated as of December 17, 1996;
WHEREAS, the Managing Onwer and the Selling Agent desire to amend
the Selling Agreement as hereinafter set forth;
NOW, THEREFORE, for good and valuable consideration, the receipt
and sufficiency of all of which are hereby acknowledged, the Managing Owner
and the Selling Agent agree as follows:
1. Definitions. Capitalized terms used but not defined in this
Amendment shall have the meanings set forth in the Selling Agreement.
2. Paragraph 2 of Section 4(b) of the Selling Agreement is amended
and restated in its entirety to read as follows:
Ongoing compensation, which is payable to the Selling Agents only
in respect of Units sold by Registered Representatives who are
themselves registered with the CFTC and who have passed either the
Series 3 National Commodity Futures Examination or who have been
grandfathered from having to do so (a "Qualified Registered
Representative"), is contingent upon the provision by such
Qualified Registered Representatives of ongoing services in
connection with the Units sold by such Qualified Registered
Representatives, including: (i) inquiring of the Managing Owner
from time to time, at the request of an owner of Units, as to the
Net Asset. Value per Unit; (ii) inquiring of the Managing Owner
from time to time, at the request of an owner of Units, regarding
the commodities markets and the Trust; (iii) assisting, at the
request of the Managing Owner, in the redemption of Units and (iv)
providing such other services to the owners of Units as the
Managing Owner may, from time to time, reasonably request. The
Selling Agent agrees to adopt procedures to monitor the adequacy of
the ongoing services provided by Qualified Registered
Representatives. Substitute Qualified Registered Representatives
who are appropriately registered may also receive trailing
commissions.
3. A new paragraph 3 is hereby added immediately following
paragraph 2 of Section 4(b), which paragraph shall read in its entirety as
follows:
At any time during the course of this Agreement the Selling Agent
may assign one or more Qualified Registered Representatives to
provide the additional services described in the immediately
preceding paragraph to owners of Units sold by registered
representatives who are not Qualified Registered Representatives.
The Selling Agent will be entitled to the ongoing compensation
described in this subsection 4(b) with respect to such Units and
will apportion the ongoing compensation related to the provision of
such additional services among its registered representatives.
However, the aggregate ongoing compensation paid to any non-
Qualified Registered Representative will not exceed 4.5% of the
initial subscription price of such Units.
4. Old paragraph 3, which is now the new paragraph 4, is hereby
amended and restated in its entirety to read as follows:
In the case of Units with respect to which there is no Qualified
Registered Representative the Managing Owner will pay the Selling
Agent installment selling commissions at the same rate as in the
case of ongoing compensation, but limited in amount, pursuant to
applicable NASD policy, to 4.5% of the initial subscription price
of such Units; provided, that no such installment selling
commission shall be payable until the Managing Owner and the
Selling Agent determine that the payment of such installment
selling commission is in compliance with NASD Conduct Rule 2810 on
aggregate compensation which may be received by the Selling Agent.
5. This Amendment may be Executed in any number of counterparts,
each of which shall be considered an original.
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WITNESS WHEREOF, the undersigned have duly executed this AMENDMENT
as of the day and year first above written.
KENMAR GLOBAL TRUST
By: KENMAR ADVISORY CORP.,
Managing Owner
By:
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Name:
Title:
By: KENMAR ADVISORY CORP.,
By:
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Name:
Title:
PAINEWEBBER INCORPORATED
By:
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Name:
Title:
Confirmed and accepted as of
the date first above written:
[CORRESPONDENT SELLING AGENT]
By:
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Title:
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