Amendment to Management Agreement among Demeter Management Corporation, Dean Witter World Currency Fund L.P., Dean Witter Reynolds Inc., and John W. Henry & Company, Inc.

Summary

This amendment updates the Management Agreement between Demeter Management Corporation (as General Partner for Dean Witter World Currency Fund L.P.), Dean Witter Reynolds Inc., and John W. Henry & Company, Inc. The changes increase the Trading Advisor's management fee to 2% annually (calculated monthly) and raise the quarterly incentive fee from 17.5% to 20%. All other terms of the original agreement remain unchanged. The amendment is effective as of December 1, 2000.

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 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. 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