<PAGE>

                                                                   EXHIBIT 10.11



                           THIRD AMENDATORY AGREEMENT

                  THIS THIRD AMENDATORY AGREEMENT ("Agreement") is entered into
by and among the signatories hereto (the "Signatories") as of __________, 2001.

                               W I T N E S S E T H

                  WHEREAS, the Signatories (or certain thereof) have previously
entered into a Selling Agreement dated as of April 25, 1996, a Joint Venture
Agreement dated as of April 25, 1996, as amended, a Customer Agreement dated as
of July 15, 1996, as amended (collectively, and as amended by the Amendatory
Agreements dated as of July 31, 1998 and May 4, 1999, the "Original Agreements")
relating to the distribution of units of limited partnership ("Units") in, and
the operation, trading and safekeeping the assets of, ML JWH Strategic
Allocation Fund L.P. (the "Partnership");

                  WHEREAS, all of the Original Agreements were filed as exhibits
to the Partnership's Registration Statement No. 33-80509, which became effective
under the Securities Act of 1933 (the "Securities Act") as of April 25, 1996 for
the initial offering of the Units (the "First Offering");

                  WHEREAS, the Partnership filed a Registration Statement (Reg.
No. 333-47439) on March 6, 1998 pursuant to which the Partnership registered
2,000,000 additional Units for public sale (the "Second Offering");

                  WHEREAS, the Partnership filed a new Registration Statement
(Reg. No. 333-75299) on March 30, 1999 pursuant to which the Partnership
registered 960,000 additional Units for public sale (the "Third Offering");

                  WHEREAS, the Partnership filed a new Registration Statement
(Reg. No. 333-____) on April 13, 2001 pursuant to which the Partnership
registered 350,000 additional Units for public sale (the "Fourth Offering").

                  WHEREAS, Merrill Lynch Investment Partners Inc. ("MLIP") is
the general partner of the Partnership;

                  WHEREAS, all the Signatories other than JWH (the "MLIP
Parties") are affiliates of MLIP; and

                  WHEREAS, the Signatories wish to further amend the Original
Agreements to reflect the Fourth Offering and the operation, trading and
safekeeping of the assets of the Partnership thereafter, but without otherwise
effecting any substantive change therein.

                  NOW THEREFORE, the Signatories agree as follows.

<PAGE>

                  1. DEFINED TERMS. Capitalized terms not otherwise defined
herein are used with the meanings set forth in the Original Agreements, as
amended.

                  2. THE SELLING AGREEMENT. The Selling Agreement is hereby
amended to reflect the registration and public offering of an additional
350,000 Units in the Fourth Offering. As the Partnership is an operating
entity, there is no minimum number of new Units which must be sold as of the
beginning of any calendar month during the Fourth Offering for subscription,
then to be accepted, and -- as provided in the Selling Agreement in the case
of the ongoing offering of the Units following the initial Closing Date
during the First Offering, the Second Offering and the Third Offering --
subscriptions are debited directly from investors' Merrill Lynch Customer
Securities Accounts as of each month-end settlement date directly into the
Partnership's account without being previously collected into an escrow
account.

                  The initial Closing of the Fourth Offering shall be subject to
the same closing conditions as was the initial Closing of each of the First
Offering, the Second Offering and the Third Offering as stated in Section 8 of
the Selling Agreement.

                  In all other respects, the terms of the Selling Agreement are
restated in their entirety and shall apply to the Fourth Offering.

                  3. THE JOINT VENTURE AGREEMENT. The Joint Venture Agreement
is hereby amended to reflect the registration and public offering of an
additional 350,000 Units, and the renewal of the Joint Venture Agreement to
allow the Joint Venture to continue in effect until December 31, 2001. In all
other respects, the terms of the Joint Venture Agreement are restated in
their entirety.

                  4. THE CUSTOMER AGREEMENT. The Customer Agreement is hereby
amended to reflect the fact that the interest credit arrangements shall be as
set forth under "Interest Income Arrangements" in the Prospectus.

                  5. REPRESENTATIONS AND WARRANTIES OF THE SIGNATORIES. The
Signatories, other than MLIP, hereby restate and reaffirm the representations
and warranties made by them in the Original Agreements in respect of such
Agreements as hereby amended (the "Amended Agreements").

                  6. REPRESENTATIONS AND WARRANTIES OF MLIP. MLIP represents and
warrants to the Signatories, as follows:

                  (a) The Partnership has provided to the Signatories and filed
         with the SEC a Registration Statement on Form S-1 (Registration No.
         333-_____), as filed with the SEC on April 13, 2001 for the
         registration of 350,000 Units under the Securities Act, has filed two
         copies thereof with the CFTC under the Commodity Act and one copy with
         the NFA in accordance with NFA Compliance Rule 2-13. The term,
         "Registration Statement," shall, from and after the declaration of the
         effectiveness of the Registration

                                   -2-
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         Statement under the Securities Act on __________, 2001, refer to the
         Registration Statement as it becomes effective, and the term,
         "Prospectus" shall refer to the prospectus of the Partnership dated
         __________, 2001. Except as required by law, the Partnership will
         not file any amendment to the Registration Statement or any
         amendment or supplement to the Prospectus which shall be reasonably
         objected to in writing by any Signatory, upon reasonable prior
         notice.

                  (b) The Certificate of Limited Partnership pursuant to which
         the Partnership was formed and the Limited Partnership Agreement each
         provides for the subscription for and sale of the Units; all action
         required to be taken by MLIP and the Partnership as a condition to the
         sale of the Units to qualified subscribers therefor has been, or prior
         to the initial Closing Time of the Fourth Offering and Subsequent
         Closing Times during the Fourth Offering will have been taken; and,
         upon payment of the consideration therefor specified in all accepted
         Subscription Agreements and Powers of Attorney, the Units will
         constitute valid limited partnership interests in the Partnership.

                  (c) The Partnership is a limited partnership duly organized
         pursuant to the Certificate of Limited Partnership, the Limited
         Partnership Agreement and the DRULPA and validly existing under the
         laws of the State of Delaware with full power and authority to engage
         in the trading of futures, forward and option contracts, as described
         in the Prospectus; the Partnership has received a certificate of
         authority to do business in the State of New Jersey as provided by the
         New Jersey Uniform Limited Partnership Act.

                  (d) MLIP is duly organized and validly existing and in good
         standing as a corporation under the laws of the State of Delaware and
         in good standing as a foreign corporation under the laws of the State
         of New Jersey and in each other jurisdiction in which the nature or
         conduct of its business requires such qualification and the failure to
         so qualify would materially adversely affect the Partnership or MLIP's
         ability to perform its obligations hereunder.

                  (e) The Joint Venture, the Partnership and MLIP have
         partnership or corporate power and authority under applicable law to
         perform their respective obligations under the Joint Venture Agreement,
         the Limited Partnership Agreement, the Customer Agreement, and this
         Agreement (as the case may be), as described in the Registration
         Statement and Prospectus.

                  (f) The Registration Statement and Prospectus contain all
         statements and information regarding the Joint Venture, the Partnership
         and MLIP required to be included therein by the Commodity Act and the
         rules and regulations thereunder. When the Registration Statement
         became effective under the 1933 Act and at all times subsequent thereto
         up to and including the initial Closing Time of the Fourth Offering,
         the Registration Statement and Prospectus complied in all material
         respects with the requirements of the 1933 Act, the Commodity Act and
         the rules and regulations under such Acts. The Registration Statement
         as of its effective date did not contain any untrue


                                   -3-
<PAGE>

         statement of a material fact or omit to state a material fact
         required to be stated therein or necessary to make the statements
         therein not misleading. The Prospectus as of its date of issue and
         at the initial Closing Time of the Fourth Offering did not contain
         an untrue statement of a material fact or omit to state a material
         fact necessary to make the statements therein, in light of the
         circumstances under which such statements were made, not misleading.
         This representation and warranty shall not, however, apply to any
         statement or omission in the Registration Statement or Prospectus
         made in reliance upon and in conformity with information relating to
         JWH and furnished or approved in writing by JWH.

                  (g) Deloitte & Touche, the accountants who certified the
         financial statements filed with the SEC as part of the Registration
         Statement, are, with respect to the Partnership and MLIP, independent
         public accountants as required by the 1933 Act and the SEC Regulations.

                  (h) The financial statements filed as part of the Registration
         Statement and those included in the Prospectus present fairly the
         financial position of the Partnership and of MLIP as of the dates
         indicated; and said financial statements have been prepared in
         conformity with generally accepted accounting principles (as described
         therein), applied on a basis which is consistent in all material
         respects for each balance sheet date presented.

                  (i) Since the respective dates as of which information is
         given in the Registration Statement and the Prospectus, there has not
         been any material adverse change in the condition, financial or
         otherwise, business or prospects of the Partnership or MLIP, whether or
         not arising in the ordinary course of business.

                  (j) The Limited Partnership Agreement, the Joint Venture
         Agreement and this Agreement have each been duly and validly
         authorized, executed and delivered by MLIP on behalf of the Partnership
         or by the Partnership on behalf of the Joint Venture and each
         constitutes a legal, valid and binding agreement of MLIP, the
         Partnership or the Joint Venture (as applicable) enforceable in
         accordance with its terms. The Customer Agreement has been duly and
         validly authorized, executed and delivered by the Partnership on behalf
         of the Joint Venture.

                  (k) The execution and delivery of the Joint Venture Agreement,
         the Limited Partnership Agreement, the Customer Agreement, and this
         Agreement, the incurrence of the obligations set forth in each of such
         agreements and the consummation of the transactions contemplated
         therein and in the Prospectus will not constitute a breach of, or
         default under, any instrument by which the Joint Venture, the
         Partnership or MLIP, as the case may be, is bound or any order, rule or
         regulation applicable to the Joint Venture, the Partnership or MLIP of
         any court or any governmental body or administrative agency having
         jurisdiction over the Joint Venture, the Partnership or MLIP.

                  (l) There is not pending, or, to the best of MLIP's knowledge
         threatened, any action, suit or proceeding before or by any court or
         other governmental body to which the Joint Venture, the Partnership or
         MLIP is a party, or to which any of the assets of the Joint Venture,
         the Partnership or MLIP is subject, which is not referred to in the
         Prospectus and which might reasonably be expected to result in any
         material adverse change in the condition (financial or otherwise),
         business or prospects of the Joint


                                   -4-
<PAGE>

         Venture, the Partnership or MLIP or is required to be disclosed in
         the Prospectus pursuant to applicable CFTC regulations. MLIP has not
         received any notice of an investigation or warning letter from the
         NFA or the CFTC regarding non-compliance by MLIP with the Commodity
         Act or the regulations thereunder.

                  (m) MLIP has all Federal and state governmental, regulatory
         and commodity exchange approvals and licenses, and has effected all
         filings and registrations with Federal and state governmental agencies
         required to conduct its business and to act as described in the
         Registration Statement and Prospectus or required to perform its
         obligations as described under the Limited Partnership Agreement and
         this Agreement (including, without limitation, registration as a
         commodity pool operator under the Commodity Act and membership in the
         NFA as a commodity pool operator), and the performance of such
         obligations will not contravene or result in a breach of any provision
         of its certificate of incorporation, by-laws or any agreement, order,
         law or regulation binding upon it. The principals of MLIP identified in
         the Registration Statement are all of the principals of MLIP, as
         "principals" is defined by the CFTC regulations. Such principals are
         duly registered as such on MLIP's commodity pool operator Form 7-R
         registration.

                  (n) Neither the Joint Venture nor the Partnership requires any
         Federal or state governmental, regulatory or commodity exchange
         approvals or licenses, or needs to effect any filings or registrations
         with any Federal or state governmental agencies in order to conduct its
         businesses and to act as contemplated by the Registration Statement and
         Prospectus and to issue and sell the Units (other than filings relating
         solely to the offering of the Units), and to trade in the commodity
         markets.

                  7. COVENANTS. The Signatories each restate and recommit to the
respective covenants made by them in the Original Agreements.

                  8. FURTHER ASSURANCES AND DOCUMENTATION. The Signatories each
agree that they will execute all such other documents and instruments as any
Signatory may reasonably request of any other Signatory to evidence the intent
and purpose of this Amendatory Agreement so as to achieve the purpose of
providing under the Selling Agreement for the Fourth Offering.


                                  -5-
<PAGE>



                  IN WITNESS WHEREOF, the undersigned have hereto set their
hands as of the day and year first above written.

                             ML JWH STRATEGIC ALLOCATION FUND L.P.

                             By:  Merrill Lynch Investment Partners Inc.
                                  General Partner


                             By:
                                   --------------------------------------------
                                   Name:
                                   Title:

                             MERRILL LYNCH INVESTMENT PARTNERS INC.


                             By:
                                   --------------------------------------------
                                   Name:
                                   Title:

                             MERRILL LYNCH FUTURES INC.


                             By:
                                   --------------------------------------------
                                   Name:
                                   Title:

                             MERRILL LYNCH, PIERCE, FENNER & SMITH,
                               INCORPORATED


                             By:
                                   --------------------------------------------
                                   Name:
                                   Title:

                             JOHN W. HENRY & COMPANY, INC.


                             By:
                                   --------------------------------------------
                                   Name:
                                   Title:


                                       -6-
<PAGE>


                                 ML JWH STRATEGIC JOINT VENTURE

                                 By:  ML JWH Strategic Allocation Fund L.P.
                                            Manager

                                 By:  Merrill Lynch Investment Partners Inc.
                                            General Partner


                                 By:
                                       --------------------------------------
                                       Name:
                                       Title:


                                    -7-