Exhibit 10.13



                          FIFTH AMENDATORY AGREEMENT

           THIS FIFTH AMENDATORY AGREEMENT ("Agreement") is entered into by
and among the signatories hereto (the "Signatories") as of May [__], 2004.

                              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, May 4, 1999, June 21, 2001
and October 14, 2003, 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
either 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") or were
filed as exhibits to the relevant Registration Statement;

           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. 333-58882) on April 13, 2001 pursuant to which the Partnership registered
350,000 additional Units for public sale (the "Fourth Offering");

           WHEREAS, the Partnership filed a new Registration Statement (Reg.
No. 333-108350) on August 29, 2003 pursuant to which the Partnership
registered 2,450,000 additional Units for public sale (the "Fifth Offering");

           WHEREAS, the Partnership filed a new Registration Statement (Reg.
No. 333-[_____]) on May 21, 2004 pursuant to which the Partnership
registered 4,460,000 additional Units for public sale (the "Sixth Offering").

           WHEREAS, Merrill Lynch Alternative Investments LLC ("MLAI") is the
general partner of the Partnership;



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           WHEREAS, all the Signatories (other than John W. Henry & Company,
Inc. "JWH")) (the "MLAI Parties") are affiliates of MLAI; and

           WHEREAS, the Signatories wish to further amend the Original
Agreements to reflect the Sixth 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.

           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 4,460,000
Units in the Sixth 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 Sixth 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, the Third Offering, the Fourth Offering
and the Fifth 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 Sixth Offering shall be subject to the
same closing conditions as was the initial Closing of each of the First
Offering, the Second Offering, the Third Offering, the Fourth Offering and the
Fifth Offering, as stated in Section 8 of the Selling Agreement.

           MLAI pays selling commissions of 3% of the subscription price of
Units and trailing commissions (2% per Unit annually of the average month-end
Net Asset Value per Unit, beginning in the thirteenth month after a Unit is
sold) to Merrill Lynch, Pierce, Fenner & Smith Incorporated for distributing
the Units.

           MLAI provides ongoing production credits on Units which remain
outstanding for more than twelve months. Ongoing production credits paid on
Units sold by Financial Advisors registered with the CFTC and who have passed
either the Series 3 National Commodity Futures Examination or the Series 31
Managed Futures Funds Examination equal 2% per annum of the average month-end
Net Asset Value per Unit, beginning in the thirteenth month after sale.

           In the case of Units sold by Financial Advisors who are not CFTC
registered and Series 3 or 31 qualified, ongoing compensation will be paid
equal to 2% per annum of the average month-end Net Asset Value per Unit,
beginning in the thirteenth month after sale but (when added to the 3% initial
selling commissions paid on Units) is limited to 10% of the initial sale price
of the Units pursuant to NASD Rule 2810. The maximum aggregate amount of such
compensation with respect to the maximum offering proceeds is estimated at
$78,664,159, or 6.5% of the proceeds.



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           MLAI will no longer advance expenses incident to the performance of
obligations of MLAI and the Partnership listed under Section 7(vi) of the
Selling Agreement. However, MLAI will continue to pay the other offering
expenses set forth in Section 7 of the Selling Agreement. Such costs are
estimated at approximately $244,500, and in no event shall the aggregate
amount of (i) such costs and (ii) selling commissions exceed, over the life of
the Fund, 10% of the gross proceeds of the offering of the Units.

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

           3. The Joint Venture Agreement. The Joint Venture Agreement is
hereby amended to reflect the registration and public offering of an
additional 4,460,000 Units, and the renewal of the Joint Venture Agreement to
allow the Joint Venture to continue in effect until December 31, 2004. 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 MLAI, 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 MLAI. MLAI 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 May 21, 2004 for the
     registration of 4,460,000 Units under the Securities Act, has filed two
     copies thereof 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 Statement under the Securities
     Act on [____], 2004, refer to the Registration Statement as it becomes
     effective, and the term, "Prospectus" shall refer to the prospectus of
     the Partnership dated [____], 2004. 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 MLAI 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 Sixth Offering and Subsequent Closing
     Times during the Sixth Offering will have been taken; and, upon payment
     of the consideration therefor



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     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) MLAI is duly organized and validly existing and in good standing
     as a limited liability company under the laws of the State of Delaware
     and in good standing as a foreign limited liability company 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 MLAI's ability to perform its obligations hereunder.

          (e) The Joint Venture, the Partnership and MLAI have the requisite
     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 MLAI
     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 Sixth 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 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 Sixth 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 LLP, the accountants who certified the
     financial statements filed with the SEC as part of the Registration
     Statement, are, with respect to the Partnership and MLAI, independent
     public accountants as required by the 1933 Act and the SEC Regulations.


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          (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 MLAI 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 MLAI, 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 MLAI 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 MLAI, 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 MLAI, as
     the case may be, is bound or any order, rule or regulation applicable to
     the Joint Venture, the Partnership or MLAI of any court or any
     governmental body or administrative agency having jurisdiction over the
     Joint Venture, the Partnership or MLAI.

          (l) There is not pending, or, to the best of MLAI'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
     MLAI is a party, or to which any of the assets of the Joint Venture, the
     Partnership or MLAI 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 Venture, the Partnership or MLAI or is
     required to be disclosed in the Prospectus pursuant to applicable CFTC
     regulations. MLAI has not received any notice of an investigation or
     warning letter from the NFA or the CFTC regarding non-compliance by MLAI
     with the Commodity Act or the regulations thereunder.

          (m) MLAI 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



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     performance of such obligations will not contravene or
     result in a breach of any provision of its certificate of formation,
     operating agreement or any agreement, order, law or regulation binding
     upon it. The principals of MLAI identified in the Registration Statement
     are all of the principals of MLAI, as "principals" is defined by the CFTC
     regulations. Such principals are duly registered as such on MLAI'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 Agreement so as to achieve the purpose of providing under
the Selling Agreement for the Sixth Offering.




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           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 Alternative Investments LLC
                                   General Partner

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

                              MERRILL LYNCH ALTERNATIVE
                              INVESTMENTS
                                  LLC

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

                              MERRILL LYNCH, PIERCE, FENNER &
                              SMITH
                                 INCORPORATED

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

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

                              JOHN W. HENRY & COMPANY, INC.

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

                              ML JWH STRATEGIC JOINT VENTURE
                              By:  ML JWH Strategic Allocation Fund L.P.
                                        Manager
                              By:  Merrill Lynch Alternative Investments LLC
                                           General Partner

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




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