EXHIBIT 10.1
AMENDMENT TO
AMENDED AND RESTATED
MANAGEMENT AGREEMENT
WHEREAS, DEMETER MANAGEMENT CORPORATION, a Delaware corporation (the
"General Partner") on behalf of DEAN WITTER PORTFOLIO STRATEGY FUND L.P., a
Delaware limited partnership (the "Partnership"), and JOHN W. HENRY & COMPANY,
INC., a Florida corporation (the "Trading Advisor"), have agreed to amend the
Amended and Restated Management Agreement, dated as of May 12, 1997 (the
"Management Agreement"), among the Partnership, the General Partner, and the
Trading Advisor, to change the management fee and the 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 amendment set forth below.
NOW, THEREFORE, the parties hereto hereby amend the Management Agreement
as follows:
1. The monthly management fee rate of 1/3 of 1% (a 4% annual rate)
referred to in Section 7(a) of the Management Agreement is hereby changed to 1/6
of 1% (a 2% annual rate).
2. The quarterly incentive fee percentage of 15% referred to in the
first paragraph of Section 7(b) of the Management Agreement is hereby changed to
20%.
3. The foregoing changes shall take effect as of December 1, 2000.
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IN WITNESS WHEREOF, this Amendment to the Management Agreement has been
executed for and on behalf of the undersigned as of the 30th day of November,
2000.
DEAN WITTER PORTFOLIO STRATEGY FUND L.P.
By: Demeter Management Corporation,
General Partner
By: /s/Robert E. Murray
-------------------------------------
Name: Robert E. Murray
Title: President
DEMETER MANAGEMENT CORPORATION
By: /s/Robert E. Murray
-------------------------------------
Name: Robert E. Murray
Title: President
JOHN W. HENRY & COMPANY, INC
By: /s/D.M. Kozak
---------------------------------
Name: David M. Kozak
Title: Sr. Vice President
