Exhibit 10.1
AMENDMENT NO. 2
TO
SERVICES AGREEMENT
This AMENDMENT NO. 2 (the “
Amendment ”), dated as of February 28, 2009, to
the Services Agreement (the “ Original Agreemen
t”) dated as of May 23, 2007, by and between SPECTRUM
GLOBAL FUND ADMINISTRATION, L.L.C., a Delaware limited liability
company (“ Company ”), on the one hand, and
WORLD MONITOR TRUST II – SERIES D (“ Series D
”), WORLD MONITOR TRUST II – SERIES E (“
Series E ”) and WORLD MONITOR TRUST II – SERIES
F (“ Series F ”), each of which are separate
series of WORLD MONITOR TRUST II, a Delaware statutory trust
(“ WMT II ” and, together with Series D, Series
E and Series F, the “ Client ”), on the other
hand, as amended by Amendment No. 1 to the Original Agreement
dated January 1, 2009.
W I T N E S S E T
H :
WHEREAS, the Company and the Client entered into the
Original Agreement; and
WHEREAS, the Company and the Client desire to amend the
Original Agreement.
NOW, THEREFORE,
the parties hereto do hereby agree
as follows:
1. Amendment to the Original
Agreement. The Company and the Client agree that Exhibit B
to the Original Agreement shall be deleted in its entirety and
replaced with Exhibit B attached hereto.
2. Remainder of Original
Agreement. Except as provided in Section 1 hereof, the
Original Agreement remains unchanged and in full force and effect,
and each reference to the Original Agreement and words of similar
import in the Agreement, as amended hereby, shall be a reference to
the Original Agreement as amended hereby and as the same may be
further amended, supplemented and otherwise modified and in effect
from time to time.
(a) Capitalized Terms .
Capitalized terms used but not defined herein shall have the
meaning ascribed to them in the Original Agreement.
(b) Entire Agreement . This
Amendment No. 2 constitutes the entire agreement and
understanding of the parties hereto with respect to its subject
matter and supercedes all oral communication and prior writings
(except as otherwise provided herein) with respect
thereto.
(c) Amendments . No
amendment, modification or waiver in respect of this Amendment
No. 2 will be effective unless in writing (including a writing
evidenced by facsimile transmission) and executed by each of the
parties hereto.
(d) Counterparts . This
Amendment No. 2 may be executed and delivered in counterparts
(including by facsimile), each of which will be deemed an
original.
(e) Headings . The headings
used in this Amendment No. 2 are for convenience of reference
only and are not to affect the constructions of or be taken into
consideration in interpreting this Amendment No. 2.
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2
IN WITNESS WHEREOF,
this Agreement has been executed
for and on behalf of the undersigned as of the day and year first
written above.
CLIENT:
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WORLD MONITOR TRUST II – SERIES
D
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COMPANY:
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