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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
JWH STRATEGIC ALLOCATION FUND L.P.
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(Exact name of registrant as specified in its charter)
Delaware 13-3887922
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(State of incorporation or organization) (I.R.S. Employer
Identification No.)
c/o Merrill Lynch Investment Partners Inc.
Merrill Lynch World Headquarters
South Tower
6th Floor
World Financial Center
New York, New York 10080-6106
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(Address of principal executive office) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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none none
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Securities to be registered pursuant to Section 12(g) of the Act:
Units of Limited Partnership Interest
ML JWH STRATEGIC ALLOCATION FUND L.P.
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(Title of Class)
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The Exhibit Index is located on page 5. Page 1 of 7
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Item 1. Description of Registrant's Securities to Be Registered.
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The securities to be registered are Units of Limited Partnership
Interest (the "Units") of ML JWH Strategic Allocation Fund L.P. (the
"Partnership"), a limited partnership organized under the Delaware Revised
Uniform Limited Partnership Act to engage in speculative trading of futures and
forward contracts in commodities and commodity options through a joint venture
(the "Joint Venture") with John W. Henry & Company, Inc. ("JWH"), the
Partnership's sole trading advisor. Merrill Lynch Investment Partners Inc. is
the general partner of the Partnership (the "General Partner"). References
herein to the "Partnership" shall be deemed to mean, unless the context
otherwise requires, the Partnership only insofar as it relates to the Units and
shall otherwise be deemed to mean the Joint Venture. JWH will trade the
Partnership's assets pursuant to its newly developed Strategic Allocation
Program pursuant to which JWH will select, and allocate and reallocate
Partnership assets among, different combinations of the JWH trading programs.
The Partnership and ML JWH Strategic Allocation Fund Ltd., a Cayman Islands fund
sponsored by the General Partner, will be the only clients for which JWH will
utilize its Strategic Allocation Program. The Units are fully paid and
nonassessable.
Except for charges and credits specific to particular Units, the
General Partner and each Limited Partner or assignee, as the case may be, share
in the profits and losses of the Partnership in proportion to the amount of
Partnership interest owned by each. Paragraph 7 of the Limited Partnership
Agreement describes the capital accounts of the General Partner and the Limited
Partners, the method for determining the value of such accounts, and the
allocation of the Partnership's profit and loss among the General Partner and
the Limited Partners and their assignees for federal income tax purposes. A
Limited Partner is liable for the losses and obligations of the Partnership only
to the extent of the capital contributed by him, his share of the profits, if
any, remaining in the Partnership and such other amounts as he may be liable for
pursuant to the Delaware Revised Uniform Limited Partnership Act.
The Limited Partnership Agreement, which does not provide for regular
or periodic cash distributions, gives the General Partner sole discretion in
determining what distributions, if any, the Partnership will make to Limited
Partners. The General Partner does not presently anticipate making any
distributions. If the Partnership has taxable income for a fiscal year, such
income will be taxable to the Limited Partners in accordance with their
distributive shares of the Partnership's profits, whether or not such profits
have been distributed to the Limited Partners. Accordingly, the tax liability
of Limited Partners for any profit of the Partnership will, in all likelihood,
exceed distributions received from the
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Partnership. Also, the Partnership could sustain losses offsetting such profits
after the end of the year, so that a Limited Partner who did not redeem as of
the year-end would never receive any of the actual profits on which taxes were
paid.
The Limited Partnership Agreement provides that, effective as of the
close of business (as determined by the General Partner) on the last day of any
month after the Partnership begins trading, a Limited Partner may redeem all or
any of his Units (such redemption being herein referred to as a "redemption");
provided that (i) all liabilities, contingent or otherwise, of the Partnership
(including the Partnership's allocable share of the liabilities, contingent or
otherwise, of any entities in which the Partnership invests), except any
liability to Partners on account of their capital contributions, have been paid
and there remains property of the Partnership sufficient to pay them and (ii)
the General Partner shall have timely received a request for redemption. Units
redeemed on or before the end of the twelfth full calendar month after such
Units are sold are subject to early redemption charges of 3% of the Net Asset
Value (as defined in the Limited Partnership Agreement) at which they are
redeemed. Such charges will be paid to the General Partner. In the event that
a Limited Partner acquires Units at more than one month-end, such Units will be
treated on a "first in, first out" basis for redemption purposes. A request for
redemption must be received by the General Partner at least ten (10) calendar
days, or such lesser period as may be acceptable to the General Partner, in
advance of the requested effective date of redemption. The General Partner may
declare additional redemption dates upon notice to the Limited Partners and
assignees of whom the General Partner has notice. Upon redemption, a Limited
Partner receives for each Unit redeemed an amount equal to the Net Asset Value
(as defined in the Limited Partnership Agreement) of a Unit. An assignee shall
not be entitled to redemption until the General Partner has received written
notice (as described below) of the assignment, transfer or disposition under
which the assignee claims an interest in the Unit to be redeemed, and an
assignee shall have no claim against the Partnership or the General Partner with
respect to distributions or amounts paid on redemption of Units prior to the
receipt by the General Partner of such notice. Only whole Units may be
redeemed, unless the General Partner specifically otherwise consents. The
General Partner likewise has discretion to redeem any outstanding Units under
certain circumstances.
In any dissolution of the Partnership, dissolution, payment of
creditors and distribution of Partnership assets will be effected in accordance
with the Delaware Revised Uniform Limited Partnership Act. The General Partner
and each Limited Partner (and any assignee) will share in the assets of the
Partnership pro rata in accordance with their respective
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interests, less any amount owing by such Limited Partnership (or assignee) to
the Partnership.
There are no certificates for the Units, and a Limited Partner may
assign, transfer or dispose of, by gift or otherwise, any of his Units or any
part or all of his right, title and interest in the capital or profits of the
Partnership only upon giving written notice of such assignment, transfer or
disposition to the General Partner. By the terms of the Limited Partnership
Agreement, each Limited Partner agrees that he will not assign, transfer or
dispose of, by gift or otherwise, any of his Units or any part or all of his
right, title and interest in the capital or profits of the Partnership in
violation of any applicable federal or state securities laws or without giving
written notice to the General Partner. No assignment, transfer or disposition
by an assignee of Units of the Partnership shall be effective against the
Partnership or the General Partner until the General Partner receives the
written notice of the assignment; the General Partner shall not be required to
give any rights under the Limited Partnership Agreement prior to receipt of such
notice. The General Partner may, in its sole discretion, waive any such notice.
No such assignee, except with the consent of the General Partner, may become a
substituted Limited Partner, nor will the estate or any beneficiary of a
deceased Limited Partner or assignee have any right to redeem Units from the
Partnership except by redemption of Units. The General Partner agrees to
consent to the admission of substituted Limited Partners unless in the opinion
of counsel for the Partnership, such admission would adversely affect the
classification of the Partnership as a partnership for federal income tax
purposes. Each Limited Partner agrees that with the consent of the General
Partner any assignee may become a substituted Limited Partner without need of
the further act or approval of any Limited Partner. If the General Partner
withholds consent, an assignee shall not become a substituted Limited Partner,
and shall not have any of the rights of a Limited Partner, except that the
assignee shall be entitled to receive that share of capital and profits and
shall have that right of redemption to which his assignor would otherwise have
been entitled. An assigning Limited Partner remains liable to the Partnership,
as provided in the Delaware Revised Uniform Limited Partnership Act, regardless
of whether his assignee becomes a substituted Limited Partner. No assignment,
transfer or disposition of Units shall be effective against the Partnership or
the General Partner until the first day of the month succeeding the month in
which the General Partner receives notice of such assignment, transfer or
disposition.
The Limited Partnership Agreement provides that the General Partner
may, in its discretion, offer and sell additional Units, at the Net Asset Value
of such Units at the time of sale. The General Partner intends to continuously
offer such Units. No
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Limited Partner shall have any preemptive, preferential or other rights with
respect to the issuance or sale of any additional Units.
The Limited Partnership Agreement provides that, upon satisfaction of
certain conditions and subject to certain limitations, the Limited Partnership
Agreement may be amended, in accordance with and only to the extent permissible
under the Delaware Revised Uniform Limited Partnership Act, with the consent of
the holders of Units representing a majority of the outstanding Units.
The Partnership's Registration Statement on Form S-1, Registration No.
33-80509, under the Securities Act of 1933 is hereby incorporated, in the form
in which such Registration Statement became effective on April 25, 1996, herein
by reference. (The Registration Statement in the form in which it became
effective being referred to as the Registration Statement in Item 2 below.)
Item 2. Exhibits.
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(1) Amended and Restated Limited Partnership Agreement. (Exhibit A
amended to the Amendment No. 2 to the Registration Statement)
(2) Customer Agreement between ML JWH Strategic Allocation Fund L.P.
and Merrill Lynch Futures Inc., dated as of July 15, 1996. (Exhibit 10.03
amended to the Amendment No. 2 to the Registration Statement)
(3) Escrow Agreement among the Partnership, The Bank of New York, and
Merrill Lynch, Pierce, Fenner & Smith Incorporated dated as of April 25, 1996.
(Exhibit 10.04 amended to the Amendment No. 2 to the Registration Statement)
(4) Form of Subscription Agreement and Power of Attorney. (Exhibit B
amended to the Amendment No. 2 to the Registration Statement)
(5) Form of Joint Venture Agreement between the Partnership, the
General Partner and JWH dated as of April 25, 1996. (Exhibit 10.01 amended to
the Amendment No. 2 to the Registration Statement)
(6) Investment Advisory Contract among the Joint Venture, the General
Partner, Merrill Lynch Futures Inc. and Merrill Lynch Asset Management, L.P.
dated as of July 15, 1996 (Exhibit 10.06 amended to the Amendment No. 2 to the
Registration Statement).
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(7) Form of Custody Agreement between Merrill Lynch Futures Inc. and
the Joint Venture dated as of July 15, 1996. (Exhibit 10.07 amended to the
Amendment No. 2 to the Registration Statement)
(8) Selling Agreement among the Partnership, the General Partner,
Merrill Lynch Futures Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated
and JWH dated as of April 25, 1996. (Exhibit 1.01 amended to the Amendment No.
2 to the Registration Statement)
The above Exhibits are incorporated herein by reference from the
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Partnership's Registration Statement on Amendment No. 2 to the Form S-1,
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file no. 33-80509.
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SIGNATURE
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Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
ML JWH STRATEGIC ALLOCATION FUND L.P.
By: MERRILL LYNCH INVESTMENT PARTNERS
INC.
General Partner
Dated: August 23, 1996
By: /s/ Steven B. Olgin
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Name: Steven B. Olgin
Title: Vice President
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