EXHIBIT 10.1
AMENDMENT
TO
MANAGEMENT AGREEMENT
WHEREAS, DEMETER MANAGEMENT CORPORATION, a Delaware corporation (the
"General Partner") on behalf of DEAN WITTER WORLD CURRENCY FUND L.P., a Delaware
limited partnership (the "Partnership"), DEAN WITTER REYNOLDS INC., a Delaware
corporation ("DWR"), and JOHN W. HENRY & COMPANY, INC., a Florida corporation
(the "Trading Advisor"), have agreed to amend the Management Agreement, dated as
of June 1, 1995 (the "Management Agreement"), among the Partnership, the General
Partner, DWR, 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. Section 5(a)(i) of the Management Agreement shall be deleted and the
following shall be substituted in its stead:
"(i) A monthly management fee, without regard to the profitability of
the Trading Advisor's trading for the Partnership's account, equal to 1/12 of 2%
of the Net Assets of the Partnership (as defined in Section 5(c)) allocated to
the Trading Advisor calculated as of the end of each calendar month (before any
reallocations and the deduction of any accrued management fee, any accrued
incentive fee, and any redemptions and distributions as of the end of such
month)."
2. The quarterly incentive fee percentage of 17.5% referred to in
Section 5(a)(ii) 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 WORLD CURRENCY 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
DEAN WITTER REYNOLDS INC.
(as to Section 5(a)(i))
By: /s/Robert E. Murray
---------------------------------------
Name: Robert E. Murray
Title: Senior Vice-President
