Amendment to Management Agreement among Dean Witter Cornerstone Fund II, Demeter Management Corporation, and John W. Henry & Company, Inc.

Summary

This amendment updates the management agreement between Dean Witter Cornerstone Fund II, Demeter Management Corporation (as General Partner), and John W. Henry & Company, Inc. (the Trading Manager). The main change is a reduction in the monthly management fee paid to the Trading Manager from 1/3 of 1% (4% annually) to 7/24 of 1% (3.5% annually), effective December 1, 2000. All other terms of the original agreement remain unchanged.

EX-10.1 2 0002.txt AMENDMENT TO MANAGEMENT AGREEMENT EXHIBIT 10.1 AMENDMENT TO MANAGEMENT AGREEMENT WHEREAS, DEMETER MANAGEMENT CORPORATION, a Delaware corporation (the "General Partner") on behalf of DEAN WITTER CORNERSTONE FUND II, a New York limited partnership (the "Partnership"), and JOHN W. HENRY & COMPANY, INC., a Florida corporation (the "Trading Manager"), have agreed to amend the Management Agreement, dated as of November 14, 1983, as amended by Amendment to Management Agreement, dated as of February 1, 1998 (together, the "Management Agreement"), among the Partnership, the General Partner, and the Trading Manager, to change the management fee payable to the Trading Manager. 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)(i) of the Management Agreement is hereby changed to 7/24 of 1% (a 3.5% annual rate). 2. The foregoing change shall take effect as of December 1, 2000. 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 CORNERSTONE FUND II 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/ V. Sedlacek ----------------------------------- Name: Verne Sedlacek Title: President