ADVISORY AGREEMENT
ADVISORY AGREEMENT (the "Agreement") dated as of the 25th
day of August, 1998 by and among Prudential Securities
Strategic Trust, a Delaware business trust (the "Trust"),
Prudential Securities Futures Management Inc., a Delaware
corporation (the "Managing Owner") and Bridgewater
Associates, Inc., a Connecticut corporation (the "Advisor").
W I T N E S S E T H :
WHEREAS, the Trust has been organized primarily for the
purpose of trading, buying, selling, spreading or otherwise
acquiring, holding or disposing of futures, forwards and
options contracts. Physical commodities also may be traded
from time to time. The foregoing commodities related
transactions are collectively referred to as "Commodities";
and
WHEREAS, the Managing Owner is authorized to utilize the
services of one or more professional commodity trading
advisors in connection with the Commodities trading
activities of the Trust; and
WHEREAS, the Trust wishes to retain the Advisor as a
commodity trading advisor to the Trust to manage a portion
of the Trust's Assets; and
WHEREAS, the Advisor's present business includes the
management of Commodities accounts for its clients; and
1
WHEREAS, the Advisor is registered as a commodity trading
advisor under the United States Commodity Exchange Act, as
amended ("CE Act") and is a member of the National Futures
Association ("NFA") as a commodity trading advisor and will
maintain such registration and membership for the term of
this Agreement; and
WHEREAS, the Trust and the Advisor desire to enter into this
Agreement in order to set forth the terms and conditions
upon which the Advisor will render and implement commodity
advisory services in connection with the conduct by the
Trust of its Commodities trading activities during the term
of this Agreement;
NOW, THEREFORE, the parties agree as follows:
1. Duties of the Advisor.
(a) Appointment. The Trust hereby appoints the Advisor, and
the Advisor hereby accepts appointment, as its
attorney-in-fact to invest and reinvest in Commodities a
portion of the Net Asset Value of the Trust (the "Allocated
Assets") on the terms and conditions set forth herein,
commencing on the date hereof. The precise definition of the
term "Net Asset Value" shall be as defined in Exhibit A
hereto. Initially, the Allocated Assets will be
approximately $16,700,000 in cash, which shall be traded at
1.5 times the Pure Alpha Trading Approach level so that the
actual trading level will be $25,050,000 ( the leveraged
amount shall be referred to as the "Trading Level"). This
limited power-of-attorney is a continuing power and shall
continue in effect with respect to the Advisor until
terminated hereunder. To this end, the Advisor (i) agrees
to act as a commodity trading advisor retained by the
Managing Owner on behalf of the Trust, and specifically, to
exercise discretion with respect to the Allocated Assets at
the related Trading Level, and which the Managing Owner may
allocate to the Advisor in the future, upon the terms
2
and conditions, and for the purposes, set forth in this
Agreement and (ii) shall have sole authority and
responsibility for independently directing the investment
and reinvestment in Commodities of the Allocated Assets at
the related Trading Level for the term of this Agreement
pursuant to the trading methods, systems and strategies
substantially similar to its Pure Alpha System as described
more fully in Exhibit B hereto (the Advisor's "Trading
Approach") as such trading approach is described in the
Advisor's Disclosure Document dated June 17, 1998 attached
hereto as Exhibit C (the "Disclosure Document"), receipt of
which is hereby acknowledged, subject to the Trust's trading
policies and limitations as set forth in Exhibit D, attached
hereto, as the same may be modified or amended and provided
in writing to the Advisor from time to time (the Trust's
"Trading Policies and Limitations"). The Managing Owner and
the Trust acknowledge that the Advisor makes no guarantee of
profits or of protection against loss, and that the
Advisor's Commodities transactions hereunder are for the
account and risk of the Trust.
(b) Allocation of Responsibilities. The Managing Owner
will have the responsibility for the management of the
portion of the Trust's Net Asset Value that is invested in
United States Treasury bills or other investments approved
by the Commodity Futures Trading Commission ("CFTC") for the
investment of "customer" funds or are held in cash. The
Advisor will use its good faith best efforts in determining
the investment and reinvestment in Commodities of the
Allocated Assets at the related Trading Level in compliance
with the Trading Policies and Limitations, and in accordance
with its Trading Approach. In the event that the Managing
Owner shall, in its sole discretion, determine in good faith
following consultation, if appropriate under the
circumstances, with the Advisor that any trading instruction
issued by the Advisor violates the Trust's Trading Policies
and Limitations, then the Managing Owner, following
reasonable notice appropriate under the circumstances to the
Advisor, may override
3
such trading instruction. Nothing
herein shall be construed to prevent the Managing Owner from
imposing any limitation(s) on the trading activities of the
Trust beyond those enumerated in Exhibit D hereto if the
Managing Owner determines that such limitation(s) are
necessary or in the best interests of the Trust, in which
case the Advisor will adhere to such limitations following
written notification thereof.
(c) Modification of Trading Approach. In the event the
Advisor wishes to use a trading method or strategy other
than or in addition to the Trading Approach in connection
with trading for the Trust (including without limitation the
deletion of an agreed upon trading method or strategy or the
addition of a trading method or strategy in addition to the
then agreed upon Trading Approach), either in whole or in
part, the Advisor may not do so unless it gives the Managing
Owner prior written notice of its intention to utilize such
different trading method or strategy, and the Managing Owner
consents thereto in writing.
(d) Notification of Material Changes. The Advisor also
agrees to give the Trust prior written notice of any
proposed material change in its Trading Approach, and agrees
not to make any material change in such Trading Approach (as
applied to the Trust) over the objection of the Managing
Owner, it being understood that the Advisor shall be free to
institute non-material changes in its Trading Approach (as
applied to the Trust) without prior written notification.
Without limiting the generality of the foregoing,
refinements to the Advisor's Trading Approach, the addition
or deletion of Commodities to or from the Advisor's Trading
Approach, and variations in the leverage principles and
policies utilized by the Advisor shall not be deemed a
material change in the Advisor's Trading Approach, and prior
approval of the Managing Owner shall not be required
therefor. The Advisor agrees that it will discuss with the
4
Managing Owner upon request, subject to adequate assurances
of confidentiality, any trading methods or strategies used
by it for trading customer accounts which differ from the
Trading Approach which it uses for the Trust, provided, that
nothing contained in this Agreement shall require the
Advisor to disclose what it deems to be proprietary or
confidential information concerning any such trading methods
or strategies, including the Trading Approach.
(e) Request for Information. The Advisor agrees to provide
the Trust with any reasonable information concerning the
Advisor that the Trust may reasonably request, subject to
receipt of adequate assurances of confidentiality by the
Trust, including, but not limited to, information regarding
any change in control, key personnel, Trading Approach and
financial condition which the Trust reasonably deems to be
material to the Trust; the Advisor also shall notify the
Trust of any such matters the Advisor, in its reasonable
judgment, believes may be material to the Trust relating to
the Advisor and its Trading Approach.
(f) Notice of Errors. The Advisor is responsible for
promptly reviewing all oral and written confirmations it
receives to determine that the Commodities trades were made
in accordance with the Advisor's instructions. If the
Advisor determines that an error was made in connection with
a trade or that a trade was made other than in accordance
with the Advisor's instructions, the Advisor shall promptly
notify the Trust of this fact, and shall utilize its
reasonable best efforts to cause the error or discrepancy to
be corrected.
(g) Exculpation. The Advisor and its employees, officers,
directors and controlling persons shall not be liable to the
Managing Owner, its officers, directors, shareholders or
employees, or any person who controls the Managing Owner, or
the Trust or its interestholders, or any of their respective
successors or assigns under this Agreement, except that
5
the Advisor may be liable by reason of the Advisor's acts or
omissions in material breach of this Agreement or due to its
misconduct or negligence or by reason of not having acted in
good faith in the reasonable belief that such actions or
omissions were in the best interests of the Trust; it being
understood that all purchases and sales of Commodities shall
be for the account and risk of the Trust, and the Advisor
shall not incur any liability for trading profits or losses
resulting therefrom.
(h) Initial Allocation, Additional Allocations, and
Reallocations. Initially, the Allocated Assets will equal
approximately $16,700,000 in cash, as of the effective date
of this Agreement. This amount will be traded at 1.5 times
the Pure Alpha Trading Approach level so that the Trading
Level will equal $25,050,000. Thereafter, subject to
Section 11(a) below, the Trust may (i) allocate additional
capital to the Advisor, (ii) reallocate capital away from
the Advisor to one or more commodity trading advisors
("Other Advisor(s)"), or (iii) allocate additional capital
to an Other Advisor. If the Trust allocates additional
capital to the Advisor or reallocates capital away from the
Advisor, the Trust will give the Advisor written notice of
such changes and the amount of the then current Allocated
Assets and the related Trading Level once the change has
been effected.
2. Indemnification.
(a) The Advisor and each employee, officer, directors and
controlling person of the Advisor shall be indemnified by
the Trust against any losses, judgments, liabilities,
expenses (including, without limitation, reasonable
attorneys' fees) and amounts paid in settlement of any
claims (collectively "Losses") sustained by the Advisor and
its employees, officers, directors and controlling persons
(i) in connection with any matter relating to the Trust's
Registration
6
Statement No. 33-80443 or final prospectus,
dated February 7, 1996 and as amended by the revised
prospectus dated April 21, 1997, (collectively, the
"Prospectus") including all amendments and supplements
thereto, as well as any matters relating to the Trust prior
to the effective date of this Agreement, (ii) in connection
with any acts or omissions of the Advisor relating to its
management of its allocable portion of the Trust's Net Asset
Value, and (iii) as a result of a material breach of this
Agreement by the Trust or the Managing Owner provided that,
(A) such Losses were not the direct result of negligence,
misconduct or a material breach of this Agreement on the
part of the Advisor, (B) the Advisor and its employees acted
(or omitted to act) in good faith and in a manner reasonably
believed by it and them to be in the best interests of the
Trust and (C) any such indemnification by the Trust will
only be recoverable from the assets of the Trust.
(b) The Trust shall be indemnified by the Advisor against
any Losses sustained by the Trust directly resulting from
(i) the negligence or misconduct of, or a material breach of
this Agreement by, the Advisor or its employees or (ii) any
action or omission to act of the Advisor or its employees
that was not taken in good faith or in a manner reasonably
believed by it and them to be in the best interests of the
Trust.
(c) No indemnification shall be permitted under this Section
2 for amounts paid in settlement if either (A) the party
claiming indemnification (the "Indemnitee") fails to notify
the indemnifying party of the terms of any settlement
proposed, at least fifteen (15) days before any amounts are
paid or (B) the indemnifying party does not in its good
faith business judgment approve the amount of the settlement
within thirty (30) days of its receipt of notice of the
proposed settlement. Notwithstanding the foregoing, the
indemnifying party shall, at all times,
7
have the right to offer to settle any matter with the approval of the
Indemnitee (which approval shall not be withheld
unreasonably) and if the indemnifying party successfully
negotiates a settlement and tenders payment therefor to the
Indemnitee, the Indemnitee must either use its reasonable
best efforts to dispose of the matter in accordance with the
terms and conditions of the proposed settlement or the
Indemnitee may refuse to settle the matter and continue its
defense in which latter event the maximum liability of the
indemnifying party to the Indemnitee shall be the amount of
said proposed settlement. Any indemnification under this
Section 2, unless ordered by a court, shall be made by the
indemnifying party only as authorized in the specific case
and only upon a determination by mutually acceptable
independent legal counsel in a written opinion that
indemnification is proper in the circumstances because the
Indemnitee has met the applicable standard of conduct set
forth hereunder.
(d) None of the provisions for indemnification in this
Section 2 shall be applicable with respect to default
judgments or confessions of judgment entered into by an
Indemnitee, with its knowledge, without the prior consent of
the indemnifying party.
(e) In the event that an Indemnitee under this Section 2 is
made a party to an action, suit or proceeding alleging both
matters for which indemnification can be made hereunder and
matters for which indemnification may not be made hereunder,
such Indemnitee shall be indemnified only for that portion
of the Losses incurred in such action, suit or proceeding
which relates to the matters for which indemnification can
be made.
(f) Expenses incurred in defending a threatened or pending
civil, administrative or criminal action, suit or proceeding
against an Indemnitee shall be paid in advance of the final
disposition of such action, suit or proceeding if (i) the
legal action, suit or proceeding, if
8
sustained, would entitle the Indemnitee to indemnification pursuant to the
terms of this Section 2, and (ii) the Indemnitee undertakes
to repay the advanced funds in cases in which the Indemnitee
is not entitled to indemnification pursuant to the preceding
paragraph, and (iii) in the case of advancement of expenses,
the Indemnitee receives a written opinion of mutually
acceptable independent legal counsel that advancing such
expenses is proper in the circumstances.
3. Advisor Independence. The Advisor shall for all
purposes herein be deemed to be an independent contractor
with respect to the Trust, the Managing Owner and Other
Advisors, and shall, unless otherwise expressly authorized,
have no authority to act for or to represent the Trust, the
Managing Owner or any Other Advisor in any way or otherwise
be deemed to be a general agent, joint venturer or partner
of the Trust, the Managing Owner or any Other Advisor, or in
any way be responsible for the acts or omissions of any
Other Advisor as long as it is acting independently of such
Other Advisor. The parties acknowledge that the Advisor has
not been an organizer or promoter of the Trust.
Nothing herein contained shall be deemed to require the
Trust to take any action contrary to its Agreement of
Limited Trust or Certificate of Limited Trust, or any
applicable statute, regulation or rule of any exchange or
self-regulatory organization.
The Trust and the Managing Owner acknowledge that the
Advisor's Trading Approach is its confidential property.
Nothing in this Agreement shall require the Advisor to
disclose the confidential or proprietary details of its
Trading Approach. The Trust and the Managing Owner further
agree that they will keep confidential and will not
disseminate the Advisor's trading advice to the Trust,
except as, and to the extent that, it may be determined by
the Managing Owner to be (i) necessary for the monitoring
the business of the Trust, including the performance
9
of brokerage services by the Trust's commodity broker(s), or
(ii) expressly required by law or regulation.
4. Commodity Broker. All Commodities trades for the
account of the Trust shall be made through such commodity
broker or brokers as the Managing Owner directs pursuant to
such procedures as are mutually agreed upon. The Advisor
shall not have any authority or responsibility in selecting
or supervising any broker for execution of Commodities
trades of the Trust or for negotiating commission rates to
be charged therefor. The Advisor shall not be responsible
for determining that any such bank or broker used in
connection with any Commodities transactions meets the
financial requirements or standards imposed by the Trust's
Trading Policies and Limitations. At the present time it is
contemplated that the Trust will effect all Commodities
trades through Prudential Securities Incorporated
("Prudential Securities"); provided, however, that the
Advisor may execute transactions at such other broker(s),
and upon such terms and conditions, as the Advisor and the
Managing Owner agree, if such broker(s) agree to "give up"
all such transactions to Prudential Securities for
clearance. To the extent that the Trust determines to
utilize a broker or brokers other than Prudential Securities
to execute its trades, it will consult with the Advisor
prior to directing it to utilize such broker(s), and will
not retain the services of such broker(s) over the
reasonable objection of the Advisor.
5. Fees. In consideration of and in compensation for the
performance of the Advisor's services under this Agreement,
the Advisor shall receive from the Trust:
(a) A monthly management fee (the "Management Fee") equal
to 5.42 basis points (approximately 65 basis points
annually) of the Allocated Assets at the related Trading
Level as of the last day of each calendar month.
For purposes of determining such Management
10
Fee, any distributions and redemptions allocable to the Advisor made
as of the last day of such month shall be added back to the
Net Asset Value and there shall be no reduction for (i) the
accrued Management Fee being calculated, or (ii) any fees
due the Advisor under paragraph (c) below accrued as of the
last day of such month or (iii) any reallocation of assets
as of the last day of such month, or (iv) any accrued but
unpaid extraordinary expenses. The Management Fee for any
month in which the Advisor manages all or any portion of the
Allocated Assets at the Trading Level for less than a full
month shall be prorated, such proration to be calculated on
the basis of the number of days in the month the Allocated
Assets at their related Trading Level were under the
Advisor's management as compared to the total number of days
in such month.
(b) For the purposes of calculating incentive fees under
Section 5, only the (i) management fee paid to the Advisor
shall be deducted from the Allocated Assets, (ii) together
with brokerage commissions attributable to the Advisor's
trading activities, and (iii) extraordinary expenses, if
any, attributable to the Advisor.
(c) A quarterly Incentive Fee shall be paid to the Advisor
of twenty percent (20%) of New High Net Trading Profits (as
hereinafter defined) achieved on the Allocated Assets,
including realized and unrealized gains and losses thereon.
New High Net Trading Profits for the Advisor shall be
computed as of the close of trading on the last day of each
calendar quarter. The first Incentive Fee which may be due
and owing to the Advisor in respect of any New High Net
Trading Profits shall be computed as of the end of the first
calendar quarter during which the Advisor managed the
Allocated Assets for at least 45 days. New High Net
Trading Profits shall be computed solely on the performance
of the Advisor and shall not include or be affected by the
performance of any Other Advisor.
11
"New High Net Trading Profits" (for purposes of calculating
the Advisor's Incentive Fee only) for each calendar quarter
is defined as the excess (if any) of (A) the Allocated
Assets, including realized and unrealized gains and losses
thereon, as of the last day of any calendar quarter, after
deduction of Management Fees paid or payable in respect of
such Allocated Assets as of the last day of such quarter but
before deduction of Incentive Fees for such quarter, minus
(B) the Allocated Assets, including realized and unrealized
gains and losses thereon, as of the last day of the most
recent preceding calendar quarter for which an Incentive Fee
in respect of such Allocated Assets was earned (or the
effective date of this Agreement, whichever date the
Allocated Assets were greater), after deduction of
Management Fees and Incentive Fees, paid or payable in
respect of such Allocated Assets for such prior quarter. In
computing New High Net Trading Profits, the difference
between (A) and (B) in the preceding sentence shall be (i)
decreased by (1) all additions to the Allocated Assets and
reallocations of assets to the Advisor from Other Advisors
between the dates referred to in (A) and (B) and (2) all
interest earned on the Allocated Assets between the dates
referred to in (A) and (B), and (ii) increased by (1) the
Advisor's Allocable Portion (as defined) of any
distributions or redemptions paid or payable by the Trust as
of, or subsequent to, the date in (B) through the date in
(A), (2) losses incurred between the dates referred to in
(A) and (B), if any, associated with the Advisor's Allocable
Portion of distributions or redemptions, as well as losses
associated with reallocations of assets away from the
Advisor in the event that the Trust has retained one or more
Other Advisors, (3) any reallocations of assets away from
the Advisor between the dates referred to in (A) and (B),
and (4) extraordinary expenses not related to the Advisor
from the date in (B) to the last day of the calendar
12
quarter as of which the current Incentive Fee calculation is made.
The term "extraordinary expenses" as used in this Agreement
shall have the same meaning ascribed to it under Section 4.7
of the Trust Agreement. Initially, the Advisor's "Allocable
Portion" of distributions and redemptions shall be an amount
which bears the same ratio as the Net Asset Value of the
Allocated Assets (that is, the non-leveraged amount) bears
to the Trust's Net Asset Value. The loss adjustment
referred to in clause (ii)(2) above shall be calculated by
determining any cumulative net trading loss being carried
forward as of the date of such redemption or reallocation of
assets away from the Advisor and multiplying this cumulative
loss by a fraction, the numerator of which is the aggregate
Net Asset Value of the Interests redeemed or the Net Asset
Value of any reallocation of assets away from the Advisor at
the end of such quarter and the denominator of which is the
Net Asset Value of the Allocated Assets at the end of such
quarter but before redemptions or reallocation of assets
either to or from the Advisor. If any redemption or
reallocation of assets away from the Advisor occurs as of
any date which is not the end of a calendar quarter, and the
Trust's account has a cumulative loss, the above calculation
will be prepared and a loss carryforward adjustment will be
made; to the extent that as of such date, New High Net
Trading Profits have been achieved, the Advisor will receive
an Incentive Fee thereon as if such redemption or
reallocation of assets away from the Advisor occurred as of
the end of a quarter. For purposes of calculating the first
Incentive Fee payable to the Advisor the date referred to in
(B) shall be the effective date of this Agreement.
(d) Timing of Payment. Monthly Management Fees and
Quarterly Incentive Fees shall be paid within fifteen (15)
business days following the end of the period for which
13
they are payable. If an Incentive Fee shall have been paid by
the Trust to the Advisor in respect of any calendar quarter
and the Advisor shall incur subsequent losses on the
Allocated Assets the Advisor shall nevertheless be entitled
to retain amounts previously paid to it in respect of New
High Net Trading Profits.
(e) Neither the Advisor nor any of its employees shall
receive any commissions, compensation, remuneration or
payments whatsoever from any broker with which the Trust
carries an account for transactions executed in the Trust's
account.
6. Term and Termination.
(a) Term. This Agreement shall commence on the date hereof
and, unless sooner terminated, shall continue in effect
until the close of business on August 31, 1999. Thereafter,
this Agreement shall be renewed automatically on the terms
and conditions set forth herein for additional successive
twelve (12) month terms, each of which shall commence on the
first day of the month subsequent to the conclusion of the
preceding twelve (12) month term, unless this Agreement is
terminated pursuant to paragraphs (b), (c) or (d) of this
Section 6. The automatic renewal(s) set forth in the
preceding sentence hereof shall not be affected by (i) any
reallocation of Trust's Net Asset Value away from the
Advisor pursuant to Section 7 of this Agreement, or (ii) the
retention of Other Advisors following a reallocation, or
otherwise.
(b) Automatic Termination. This Agreement shall terminate
automatically in the event that the Trust is terminated.
This Agreement shall terminate automatically with respect to
the Advisor, immediately upon written notice from the
Managing Owner, without affecting the continuation of this
Agreement with any Other Advisor in the event that the
Advisor's allocable percentage of the Net Asset Value of the
Trading Level of the Allocated Assets at the close of
14
trading on any business day is equal to or less than the
Termination Amount. The "Termination Amount" shall be an
amount equal to 66-2/3% of the portion of the Net Asset
Value of the Trading Level of the Allocated Assets on the
date it commences Commodities trading activities for the
Trust, or the first day of any calendar year, whichever day
the Net Asset Value allocated to the Advisor is higher, in
either case, as adjusted on an ongoing basis by the
percentage decline(s) or increases in that portion of the
Trust's Net Asset Value and related Trading Level allocated
to the Advisor's management caused by distributions,
redemptions and permitted reallocations, and new allocations
to the Advisor covered by reallocations away from Other
Advisors, respectively. Each redemption and distribution of
funds shall have the effect of reducing the Termination
Amount by an amount equal to the portion of such redemption
or distribution allocable to the Advisor. Reallocations of
funds away from the Advisor shall reduce the Termination
Amount in the same pro portion that the Allocated Assets are
leveraged to create the Trading Level.
(c) Optional Termination Right of Trust. This Agreement
may be terminated at any time in the sole discretion of the
Managing Owner upon one business day prior written notice to
the Advisor. The Managing Owner will use its best efforts
to cause any such termination to occur as of a month-end.
(d) Optional Termination Right of Advisor. The Advisor
shall have the right to terminate this Agreement immediately
upon written notice to the Managing Owner if (i) the
registration of the Managing Owner as a commodity pool
operator under the CE Act, or its NFA membership as a
commodity pool operator is revoked, suspended, terminated or
(ii) there is an unauthorized assignment of this Agreement
by the Trust or the Managing Owner. Otherwise, the
15
Advisor shall have the right to terminate this Agreement (1) upon
written notice to the Managing Owner at least thirty (30)
days' prior to the end of each twelve (12) month term of
this Agreement; and (2) upon thirty (30) days' prior written
notice to the Managing Owner in the event (i) of the receipt
by the Advisor of an opinion of independent counsel
satisfactory to the Advisor and the Trust that by reason of
the Advisor's activities with respect to the Trust, the
Advisor is required to register as an investment adviser
under the Investment Advisers Act of 1940; (ii) the Managing
Owner imposes additional trading limitation(s) pursuant to
Section 1 of this Agreement which the Advisor does not agree
to follow in its management of the Trust's Net Asset Value
or the Managing Owner overrides a trading instruction of the
Advisor; (iii) if the Trading Level of the Allocated Assets
decreases, for any reason, to less than $10,000,000; which
represents a cash allocation to the Advisor of approximately
$6,666,667; (iv) the Managing Owner elects (pursuant to
Section 1 of this Agreement) to have the Advisor use a
different Trading Approach in the Advisor's management of
Trust assets from that which the Advisor is then using to
manage such assets and the Advisor objects to using such
different Trading Approach; (v) the Advisor determines to
make a material change in the Trading Approach to which the
Managing Owner objects; (vi) the amounts deducted, excluding
the management fee, for the purpose of determining the
Advisor's incentive fee exceed 7.5% of the Allocated Assets
or (vii) other good cause is shown and the written consent
of the Managing Owner is obtained (which shall not be
withheld unreasonably).
(e) In the event that this Agreement is terminated pursuant
to subparagraphs (b), (c) or (d) of this Section 6, the
Advisor shall be entitled to, and the Trust shall pay, the
Management Fee and the Incentive Fee, if any, which shall be
computed (A) with respect to the Management Fee, on a pro
rata basis, based upon the portion of the month for which
the Advisor
16
had its portion of the Trust's Net Asset Value
under management, and (B) with respect to the Incentive Fee,
if any, as if the effective date of termination was the last
day of the then current calendar quarter. The rights of the
Advisor to fees earned through the earlier to occur of the
date of expiration or termination of this Agreement shall
survive this Agreement until satisfied.
7. Reallocation of Funds. The Managing Owner may, at any
month-end, in its sole discretion, upon at least ten (10)
business days' prior written notice, reallocate a portion of
the Allocated Assets away from the Advisor.
8. Liquidation of Positions. The Advisor agrees to
liquidate open positions in the amount that the Managing
Owner informs the Advisor, in writing via telecopy or other
equivalent means, that the Managing Owner considers
necessary or advisable to liquidate in order to (i) effect
any termination or reallocation pursuant to Sections 6 or 7,
respectively, or (ii) fund its pro rata share of any
redemption, distribution or Trust expense. The Managing
Owner shall not, however, have authority to instruct the
Advisor as to which specific open positions to liquidate,
except as provided in Section 1 hereof. The Managing Owner
shall provide the Advisor with such reasonable prior notice
of such liquidation as is practicable under the
circumstances and will endeavor to provide at least three
(3) days' prior notice. In the event that losses incurred
by the Advisor exceed the assets allocated to the Advisor,
the Managing Owner will withdraw the funds necessary to
cover such excess losses pro rata from the assets under the
management of all Other Advisors.
9. Other Accounts of the Advisor.
(a) Subject to paragraph (b) of this Section 9, the Advisor
shall be free to manage and trade accounts for other
investors (including other public and private commodity
pools)
17
during the term of this Agreement and to use the same
or other information and Trading Approach utilized in the
performance of services for the Trust for such other
accounts so long as the Advisor's ability to carry out its
obligations and duties to the Trust pursuant to this
Agreement is not materially impaired thereby. In addition,
the Advisor and its officers, directors, and employees, as
applicable, also will be permitted to trade in Commodities
for their own accounts, so long as the Advisor's ability to
carry out its obligations and duties to the Trust is not
materially impaired thereby.
(b) Furthermore, so long as the Advisor is performing
services for the Trust, it agrees that it will not accept
additional capital for management in the Commodities markets
if doing so would have a reasonable likelihood of resulting
in the Advisor having to modify materially its agreed upon
Trading Approach being used for the Trust in a manner which
might reasonably be expected to have a material adverse
effect on the Trust without giving the Managing Owner
written notice thereof at least 90 days prior to accepting
such additional capital (without limiting the generality of
the foregoing, it is understood that this paragraph shall
not prohibit the acceptance of additional capital, which
acceptance requires only routine adjustments to trading
patterns in order to comply with speculative position limits
or daily trading limits).]
(c) The Advisor agrees, in its management of accounts other
than the account of the Trust, that it will not knowingly or
deliberately favor any other account managed or controlled
by it or any of its employees or affiliates (in whole or in
part) over the Trust. The preceding sentence shall not be
interpreted to preclude (i) the Advisor from charging
another client fees which differ from the fees to be paid to
it hereunder, or (ii) an adjustment by the Advisor in the
implementation of the Trading Approach or other any agreed
upon trading method
18
or strategy in accordance with the
procedures set forth in Section 1 hereof, which is
undertaken by the Advisor in good faith in order to
accommodate additional accounts. The Advisor, upon
reasonable request and receipt of adequate assurances of
confidentiality, shall provide the Managing Owner with an
explanation of the differences, if any, in performance
between the Trust and any other similar account pursuant to
the same Trading Approach for which the Advisor or any of
its affiliates acts as a commodity trading advisor (in whole
or in part).
(d) Upon reasonable notice from the Managing Owner, the
Advisor shall permit the Managing Owner to review at the
Advisor's offices during normal business hours such trading
records of other accounts managed by the Advisor or its
affiliates pursuant to the Trading Approach employed for the
Trust as it reasonably may request for the purpose of
confirming that the Trust has been treated equitably with
respect to advice rendered during the term of this Agreement
by the Advisor for other accounts managed by the Advisor,
which the parties acknowledge to mean that the Managing
Owner may inspect, subject to such restrictions as the
Advisor may reasonably deem necessary or advisable so as to
preserve the confidentiality of proprietary information and
the identity of its clients, all trading records of the
Advisor as it reasonably may request related to such other
accounts during normal business hours. The Advisor may, in
its discretion, withhold from any such report or inspection
the identity of the client for whom any such account is
maintained and in any event, the Trust and the Managing
Owner shall keep all such information obtained by it from
the Advisor confidential.
10. Speculative Position Limits. If, at any time during the
term of this Agreement, it appears to the Advisor that it
may be required to aggregate the Trust's Commodities
positions with the positions of any other accounts it owns
or controls for purposes of applying the
19
speculative position limits of the CFTC, any exchange, self-regulatory
body, or governmental authority, the Advisor promptly will
notify the Managing Owner if the Trust's positions are
included in an aggregate amount which equals or exceeds one
hundred percent (100%) of the applicable speculative limit.
The Advisor agrees that, if its trading recommendations
pursuant to its agreed upon Trading Approach are altered
because of the potential application of speculative position
limits, the Advisor will modify its trading instructions to
the Trust and its other accounts in a good faith effort to
achieve an equitable treatment of all accounts; to wit, the
Advisor will liquidate Commodities positions and/or limit
the taking of new positions in all accounts it manages,
including the Trust, as nearly as possible in the same
proportion as the Trading Level of the Allocated Assets and
the assets of other accounts traded by the Advisor bears to
all assets, including notional amounts, traded by the
Advisor to the extent necessary to comply with applicable
speculative position limits. The Advisor presently believes
that its Trading Approach for the management of the Trust's
account can be implemented for the benefit of the Trust
notwithstanding the possibility that, from time to time,
speculative position limits may become applicable.
11. Redemptions, Distributions and Reallocations.
(a) The Managing Owner agrees to give the Advisor at least
three (3) days' prior notice of any proposed redemptions,
distributions or reallocations.
(b) Redemptions and distributions shall be charged against
the various Trust accounts managed by its trading advisors,
including the Advisor, in such proportions as the Managing
Owner, in its discretion, determines to be in the Trust's
best interests.
20
12. Brokerage Confirmations and Reports. The Managing Owner
will instruct the Trust's commodity broker or brokers to
furnish the Advisor with copies of all trade confirmations,
daily equity runs, and monthly trading statements relating
to the Allocated Assets under the management of the Advisor.
The Advisor will maintain records as required by law and
will monitor all open positions relating thereto; provided,
however, that except as provided in Section 1(f) hereof, the
Advisor shall not be responsible for any brokerage errors.
The Managing Owner also will furnish the Advisor with a copy
of all reports, including but not limited to, monthly,
quarterly and annual reports, sent to the limited owners,
the Securities and Exchange Commission ("SEC"), the CFTC and
the NFA. The Advisor shall, at the Managing Owner's
request, provide the Managing Owner with copies of all trade
confirmations, daily equity runs, monthly trading reports or
other reports sent to the Advisor by the Trust's commodity
broker regarding the Trust, and in the Advisor's possession
or control, as the Managing Owner deems appropriate, if the
Managing Owner cannot obtain such copies on its own behalf.
Upon request, the Managing Owner will provide the Advisor
with accurate information with respect to the Trust's then
current Net Asset Value and Net Asset Value per Unit.
13. The Advisor's Representations and Warranties. The
Advisor represents and warrants that:
(a) It has full capacity and authority to enter into this
Agreement, and to provide the services required of it
hereunder;
(b) It is a duly formed and validly existing corporation,
in good standing under the laws of the jurisdiction of its
organization, and in good standing and qualified to do
business in each jurisdiction in which the nature and
conduct of its business requires such qualification
21
and the failure to be so qualified would materially adversely affect
its ability to perform its obligations under this Agreement
(c) It will not by entering into this Agreement and by
acting as a commodity trading advisor to the Trust, (i) be
required to take any action contrary to any applicable
statute, law or regulation of any jurisdiction or (ii)
breach or cause to be breached any undertaking, agreement,
contract, statute, rule or regulation to which it is a party
or by which it is bound which, in the case of (i) or (ii),
would materially limit or materially adversely affect its
ability to perform its duties under this Agreement;
(d) It is duly registered as a commodity trading advisor
under the CE Act and is a member of the NFA as a commodity
trading advisor and it will maintain and renew such
registration and membership during the term of this
Agreement;
(e) A copy of its most recent Commodity Trading Advisor
Disclosure Document, as required by Part 4 of the CFTC's
regulations, has been provided to the Trust in the form of
Exhibit B hereto and, except as disclosed in such Disclosure
Document, all information in such Disclosure Document
(including, but not limited to, background, performance,
trading methods and trading systems) is true, complete and
accurate in all material respects and is in conformity in
all material respects with the provisions of the CE Act
including the rules and regulations thereunder;
(f) The amount of Trust assets to be allocated to the
Advisor should not, in the reasonable judgment of the
Advisor, result in the Advisor being required to alter its
Trading Approach to a degree which would be expected to have
a material adverse effect on the Trust;
22
(g) Neither the Advisor nor its employees, agents, or
affiliates, nor any of its or their respective successors or
assigns: (i) shall knowingly or deliberately use or
distribute for any purpose whatsoever any list containing
the names and/or residence addresses of, and/or other
information about, the limited owners of the Trust; nor (ii)
shall solicit any person it or they know is a limited owner
of the Trust for the purpose of soliciting commodity
business from such limited owner, unless such limited owner
shall have first contacted the Advisor or is already a
client of the Advisor or a prospective client with which the
Advisor has commenced discussions or is introduced or
referred to the Advisor by an unaffiliated agent;
(h) This Agreement has been duly and validly executed and
delivered and is a valid and binding agreement, enforceable
against it in accordance with its terms;
(i) There is no pending, or to the best of its knowledge,
threatened or contemplated action, suit or proceeding before
any court or arbitration panel, or before or by any
governmental, administrative or self-regulatory body, to
which it or its employees or affiliates is a party, or to
which any of its assets is subject, which might reasonably
be expected to result in any material adverse change in the
condition of the Advisor (financial or otherwise), business
or prospects or reasonably might be expected to affect
adversely in any material respect any of the Advisor's
assets or which reasonably might be expected to (A)
materially impair the Advisor's ability to discharge its
obligations to the Trust, or (B) result in a matter which
would require disclosure in its Disclosure Document which
has not been so disclosed; and the Advisor has not received
any notice of an investigation by (i) the NFA regarding
noncompliance with NFA rules or the CE Act, (ii) the CFTC
regarding noncompliance with the CE Act, or the rules and
regulations thereunder, or (iii) any exchange regarding
noncompliance with the rules of such
23
exchange, which investigation reasonably might be expected
to (1) materially impair its ability to discharge its obligations
to the Trust, or (2) result in a matter which would require
disclosure in its Disclosure Document which has not been so
disclosed;
(j) The Advisor is taking immediate action to identify any
of its computer systems that are year 2000 vulnerable. If
such systems are identified that negatively affect the
Advisor's services, it will take immediate action to update
those systems.; and
(k) The Advisor foresees no problem in accepting and
processing data related to the Euro. If unanticipated
difficulties arise, the Advisor will notify the Trust in a
timely manner.
The within representations and warranties shall be
continuing during the term of this Agreement, and, if at any
time, any event has occurred which would make or tend to
make any of the foregoing not true, the Advisor promptly
will notify the Trust in writing thereof.
14. The Managing Owner's Representations and Warranties.
The Managing Owner represents and warrants on behalf of the
Trust and itself that:
(a) It has full corporate capacity and authority to enter
into this Agreement;
(b) It will not, by acting as Managing Owner to the Trust
or by entering into this Agreement, (i) be required to take
any action contrary to its incorporating documents or any
applicable statute, law or regulation of any jurisdiction,
or (ii) breach or cause to be breached (A) any undertaking,
agreement, contract, statute, rule, regulation, to which it
or the Trust is a party or by which it or the Trust is bound
or (B) any order of any court or governmental or regulatory
agency having jurisdiction over the Trust or the Managing
Owner, which in the case of (i) or (ii)
24
would materially limit or materially adversely affect the
performance of its or the Trust's duties under this Agreement;
(c) The Trust and the Managing Owner have obtained all
required governmental and regulatory licenses, registrations
and approvals required by law as may be necessary to act as
described in the Trust's Registration Statement and
Prospectus, including, without limitation, registration as a
commodity pool operator under the CE Act and membership as a
commodity pool operator in the NFA. The Managing Owner will
maintain and renew the foregoing registrations, licenses,
memberships and approvals, as appropriate, during the term
of this Agreement;
(d) The Trust and the Managing Owner have complied, and
will continue to comply, with all laws, rules and
regulations having application to its or their business,
including rules and regulations promulgated by the CFTC and
NFA, the violation of which would materially and adversely
affect the business, financial condition or earnings of the
Trust or the Managing Owner; and there are no actions, suits
or proceedings pending or, to the best of the knowledge of
the Trust or the Managing Owner, threatened against it or
them, at law or in equity or before or by any federal,
state, municipal or other governmental or regulatory
department, commission, board, bureau, agency or
instrumentality, or by any commodity or security exchange
worldwide in which an adverse decision would materially and
adversely affect the ability of the Trust or the Managing
Owner to comply with, and perform their obligations under,
this Agreement;
25
(e) This Agreement has been duly and validly authorized,
executed and delivered, and is a valid and binding
agreement, enforceable against each of them, in accordance
with its terms; and
(f) On the date hereof, it is, and during the term of this
Agreement, it will be (i) in the case of the Trust, a duly
formed and validly existing Delaware business trust, and
(ii) in the case of the Managing Owner, a duly formed and
validly existing corporation, in each case, in good standing
under the laws of the State of Delaware, and in good
standing and qualified to do business in each jurisdiction
in which the nature and conduct of its business requires
such qualification and the failure to be so qualified would
materially adversely affect its ability to perform its
obligations under this Agreement; and
(g) All authorizations, consents or orders of any court, or
of any federal, state or other governmental or regulatory
agency or body required for the valid authorization,
issuance, offer and sale of the Trust's Interests were
obtained, and, to the best of its knowledge, after due
inquiry no order preventing or suspending the use of the
Prospectus with respect to the Interests was issued by the
SEC, the CFTC or the NFA. The Trust's Registration
Statement and Prospectus contained all statements which were
required to be made therein, conformed in all material
respects with the requirements of the Securities Act of
1933, as amended and the CE Act, and the rules and
regulations of the SEC and the CFTC, respectively,
thereunder, and with the rules of the NFA, and did not
contain an 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 (with respect to
the Prospectus, in light of the circumstances in which they
were made) not misleading; provided, however, that this
representation and warranty shall not apply to any
statements or
26
omissions made in reliance upon and in
conformity with information furnished to the Managing Owner,
the Trust or to Prudential Securities by or on behalf of the
trading advisors referenced in the Registration Statement or
Prospectus, including, without limitation, all references to
those trading advisors and their affiliates, controlling
persons, shareholders, directors, officers and employees, as
well as to each such trading advisor's trading approach and
past performance history.
(h) The Trust's offering of its Interests has terminated and
there are not currently, and will not be in the future, any
offering materials in use by the Trust or the Managing Owner
in connection with the offer or sale of Interests in the
Trust.
The within representations and warranties shall be
continuing during the term of this Agreement, and, if at any
time, any event has occurred which would make or tend to
make any of the foregoing not true, the Managing Owner
promptly will notify the Advisor in writing.
15. Assignment. This Agreement may not be assigned by any
of the parties hereto without the express prior written
consent of the other parties hereto.
16. Successors. This Agreement shall be binding upon and
inure to the benefit of the parties hereto and the
successors and permitted assigns of each of them, and no
other person (except as otherwise provided herein) shall
have any right or obligation under this Agreement. The
terms "successors" and "assigns" shall not include any
purchasers, as such, of Interests.
17. Amendment or Modification. This Agreement may not be
amended or modified except by the written consent of the
parties hereto.
27
18. Notices. Except as otherwise provided herein, all
notices required to be delivered under this Agreement shall
be effective only if in writing and shall be deemed given by
the party required to provide notice when received by the
party to whom notice is required to be given and shall be
delivered personally, by registered mail, postage prepaid,
return receipt requested, or by telecopy, as follows (or to
such other address as the party entitled to notice shall
hereafter designate by written notice to the other parties):
If to the Managing Owner: If to the Trust:
Prudential Securities Futures PSI Strategic Trust
Management Inc. c/o Prudential Securities Futures.
One New York Plaza, 13th floor Management Inc
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
and in either case with a copy to:
Rosenman & Colin LLP and Prudential Securities Incorporated
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇ Plaza, 13th Floor
New York, New York 10022 ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇ ▇. ▇▇▇▇▇, Esq. Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
If to the Advisor:
Bridgewater Associates, Inc.
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
19. Governing Law. The parties agree that this Agreement
shall be governed by and construed in accordance with the
laws of the State of New York without regard to conflict of
laws principles.
28
20. Survival. The provisions of this Agreement shall
survive the termination of this Agreement with respect to
any matter arising while this Agreement was in effect.
21. Disclosure Document Modifications. The Advisor shall
promptly furnish the Managing Owner with a copy of all
modifications to its Disclosure Document when available for
distribution. Upon receipt of any modified Disclosure
Document by the Managing Owner, the Managing Owner will
provide the Advisor with an acknowledgement of receipt
thereof.
22. Promotional Literature. The parties agree that prior to
using any literature in which reference to the other parties
hereto is made, they shall furnish a copy of such
information to the other parties and will not make use of
any literature containing references to such other parties
to which such other parties object, except as otherwise
required by law or regulation.
23. No Waiver. No failure or delay on the part of any party
hereto in exercising any right, power or remedy hereunder
shall operate as a waiver thereof, nor shall any single or
partial exercise of any such right, power or remedy preclude
any other or further exercise thereof or the exercise of any
other right, power or remedy. Any waiver granted hereunder
must be in writing and shall be valid only in the specific
instance in which given.
24. Headings. Headings to Sections herein are for the
convenience of the parties only, and are not intended to be
or to affect the meaning or interpretation of this
Agreement.
25. Complete Agreement. Except as otherwise provided
herein, this Agreement constitutes the entire agreement
between the parties with respect to the matters referred to
herein, and no other agreement, verbal or otherwise, shall
be binding upon the parties hereto.
29
26. Counterparts. This Agreement may be executed in one or
more counterparts, each of which shall be deemed an original
and all of which, when taken together, shall constitute one
original instrument.
IN WITNESS WHEREOF, this Agreement has been executed for and
on behalf of the undersigned as of the day and year first
above written.
PRUDENTIAL SECURITIES PRUDENTIAL SECURITIES FUTURES
STRATEGIC TRUST MANAGEMENT, INC.
By: PRUDENTIAL SECURITIES
FUTURES MANAGEMENT, INC. By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇▇
------------------------
Its: Managing Owner ▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Director
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Vice-President
BRIDGEWATER ASSOCIATES, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
---------------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
Chief Operating Officer
30
EXHIBIT A
"Net Asset Value" of the assets in the Trust Estate,
includes but is not limited to, all cash and cash
equivalents (valued at cost plus accrued interest and
amortization of original issue discount) less total
liabilities, of the Trust, each determined on the basis of
generally accepted accounting principles in the United
States, consistently applied under the accrual method of
accounting ("GAAP"), including, but not limited to, the
extent specifically set forth below:
1. Net Asset Value shall include any unrealized profit or loss
on open Commodities Positions, and any other credit or debit
accruing to the Trust but unpaid or not received by the
Trust.
2. All open commodity futures contracts and options traded on a
United States exchange are calculated at their then current
market value, which shall be based upon the settlement price
for that particular commodity futures contract and option
traded on the applicable United States exchange on the date
with respect to which Net Asset Value is being determined;
provided, that if a commodity futures contract or option
traded on a United States exchange could not be liquidated
on such day, due to the operation of daily limits or other
rules of the exchange upon which that position is traded or
otherwise, the settlement price on the first subsequent day
on which the position could be liquidated shall be the basis
for determining the market value of such position for such
day. The current market value of all open commodity futures
contracts and options traded on a non-United States exchange
shall be based upon the liquidating value for that
particular commodity futures contract and option traded on
the applicable non-United States exchange on the date with
respect to which Net Asset Value is being determined;
provided, that if a commodity futures contract or option
traded on a non-United States exchange could not be
liquidated on such day, due to the operation of rules of the
exchange upon which that position is traded or otherwise,
the liquidating value on the first subsequent day on which
the position could be liquidated shall be the basis for
determining the market value of such position for such day.
The current market value of all open forward contracts
entered into by the Trust shall be the mean between the last
bid and last asked prices quoted by the bank or financial
institution which is a party to the contract on the date
with respect to which Net Asset Value is being determined;
provided, that if such quotations are not available on such
date, the mean between the last bid and asked prices on the
first subsequent day on which such quotations are available
shall be the basis for determining the market value of such
forward contract for such day. The Managing Owner may in
its discretion value any assets of the Trust Estate pursuant
to such other principles as it may deem fair and equitable
so long as such principles are consistent with normal
industry standards.
3. Interest earned on the Trust's commodity brokerage account
shall be accrued at least monthly.
4. The amount of any distribution made pursuant to Article VI
of the Trust Agreement shall be a liability of the Trust
from the day when the distribution is declared until it is
paid.
"Trust Estate" means any cash, commodity futures, forward
and option contracts, all funds on deposit in the Trust's
accounts, and any other property held by the Trust, and all
proceeds therefrom, including any rights of the Trust
pursuant to any Subscription Agreement and any other
agreements to which the Trust is a party.
32
EXHIBIT B
Description of Trading Approach
For purposes of this Agreement, the Advisor's Trading
Approach will be its Pure Alpha Strategy as described in its
Disclosure Document dated June 17, 1998 ("Disclosure
Document")with the following modification: (i) cash bonds
will be excluded from the portfolio mix and the capital
normally allocated to cash bonds will be reallocated to the
other markets the Advisor trades, (ii) unless a forward
contract is executed through Prudential Securities or its
affiliates, futures contracts on currencies will be traded
at this time, instead of futures and forward contracts on
currencies, and (iii) trade the Trust's assets at 1.5 times
the normal Pure Alpha Strategy level.
The reallocation of assets from cash bonds to other markets
traded by the Advisor will allow the Advisor to manage the
allocated assets within the same target return as The Pure
Alpha Strategy with cash bonds. The Advisor introduced cash
bonds to The Pure Alpha Strategy on January 1, 1998 but it
has not had a material affect on overall performance. The
Advisor makes no representation about the overall
performance which will result from the modifications set
forth above to its Pure Alpha Strategy. In the future, upon
reasonable prior notice, the Managing Owner may authorize
the Advisor to executed forward currency transactions
through counter-parties, other than Prudential Securities or
its affiliates.
33
Exhibit C
COMMODITY TRADING ADVISOR
DISCLOSURE DOCUMENT
BRIDGEWATER ASSOCIATES, INC.
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Telephone (▇▇▇) ▇▇▇-▇▇▇▇
Fax (▇▇▇) ▇▇▇-▇▇▇▇
THE COMMODITY FUTURES TRADING COMMISSION HAS NOT PASSED UPON THE
MERITS OF PARTICIPATING IN THIS TRADING PROGRAM NOR HAS THE COMMISSION
PASSED UPON THE ADEQUACY OR ACCURACY OF THIS DISCLOSURE DOCUMENT.
No person is authorized by Bridgewater Associates Inc., to give any
information or to make any representations that are not contained
in this Disclosure Document.
The Date of this Disclosure Document is
---------------------------------------
June 17, 1998
The delivery of this Disclosure Document at any time does not imply
that the information contained herein is correct as of any time
subsequent to the date shown above. This Disclosure Document is not
to be distributed under any circumstances after March 17, 1999 and
will be superseded after that date by a Disclosure Document containing
then current information about this program.
EXHIBIT D
TRUST'S TRADING LIMITATIONS AND POLICIES
The Trust will observe the trading limitations and trading
policies set forth hereafter. The Advisor initially will be
allocated approximately $16,700,000 of the Trust's Net Asset
Value (the "Allocated Assets") with instruction to trade the
Allocated Assets at 1.5 times the Pure Alpha Trading
Approach level so that the trading level of the Trust's
account directed by the Advisor will be approximately
$25,050,000, which thereafter may be reallocated to
additional commodity trading managers (but will in no event
be reallocated to commodity trading managers affiliated with
Prudential Securities) whom the Managing Owner may, in its
discretion, retain in the event of the termination of the
Advisor or the reallocation of assets under the Advisor's
management away from the Advisor.
The following limitations and policies are applicable to the
Trust as a whole. The Advisor sometimes may be prohibited
from taking positions for the Trust which it would otherwise
acquire due to the need to comply with these limitations and
policies. The Managing Owner will monitor compliance with
the trading limitations and policies of the Trust set forth
below, and it may impose additional restrictions (through
modification of such limitations and policies) upon the
trading activities of the Advisor, as it, in good faith,
deems appropriate in the best interests of the Trust,
subject to the terms of the Advisory Agreement.
The Managing Owner will not approve a material change in the
following trading limitations and policies without obtaining
the prior written approval of Limited Owners owning more
than 50% of the Interests. The Managing Owner may, however,
impose additional trading limitations on the trading
activities of the Trust without obtaining such approval if
the Managing Owner determines such additional limitations to
be necessary in the best interests of the Trust.
Trading Limitations
!!!!!!!!!!!!!!!!!!!!!
The Trust will not: (i) engage in pyramiding its
commodities positions (i.e., the use of unrealized profits
on existing positions to provide margin for the acquisition
of additional positions in the same or a related commodity),
but may take into account open trading equity on existing
positions in determining generally whether to acquire
additional commodities positions; (ii) borrow or loan money
(except with respect to the initiation or maintenance of the
Trust's commodities positions or obtaining lines of credit
for the trading of forward currency contracts; provided,
however, that the Trust is prohibited from incurring any
indebtedness on a non-recourse basis); (iii) permit rebates
to be received by the Managing Owner or its affiliates, or
permit the Managing Owner or any affiliate to engage in any
reciprocal business arrangements which would circumvent the
foregoing prohibition; (iv) permit the Advisor to share in
any portion of the commodity brokerage fees paid by the
Trust; (v) commingle its assets, except as permitted by law;
or (vi) permit the churning of its commodity accounts.
The Trust will conform in all respects to the rules,
regulations and guidelines of the markets on which its
trades are executed.
Trading Policies
Subject to the foregoing limitations, the Advisor has agreed
to abide by the trading policies of the Trust as they apply
to the Allocated Assets, which currently are as follows:
a. The Allocated Assets will generally be invested in contracts
which are traded in sufficient volume to permit taking and
liquidating positions.
b. Stop or limit orders may, in the Advisor's discretion, be
given with respect to initiating or liquidating positions in
order to seek to limit losses or secure profits. If stop or
limit orders are used, no assurance can be given, however,
that Prudential Securities will be able to liquidate a
position at a specified stop or limit order price, due to
either the volatility of the market or the inability to
trade because of market limitations.
c. The Advisor generally will not initiate an open position in
a futures contract (other than a cash settlement contract)
during any delivery month in that contract, except when
required by exchange rules, law or exigent market
circumstances. This policy does not apply to forward and
cash market transactions.
d. The Advisor may occasionally make or accept delivery of a
commodity including, without limitation, currencies. The
Advisor also may engage in EFP transactions involving
currencies and metals and other commodities in such volume
as may be agreed upon between the Trust and the Advisor.
e. The Advisor may, from time to time, employ trading
techniques such as spreads, straddles and conversions.
f. The Advisor will not initiate open positions which would
result in net long or short positions requiring as margin or
premium for outstanding positions in excess of 15% of the
Allocated Assets for any one commodity, or in excess of
66-2/3% of the Allocated Assets for all commodities combined.
Under certain market conditions, such as an inability to
liquidate open commodities positions because of daily price
fluctuations, the Managing Owner may be required to commit
as margin in excess of the foregoing limits and in such case
the Managing Owner will cause the Advisor to reduce its open
positions to comply to these limits before initiating new
commodities positions.
g. To the extent the Advisor engages in transactions in forward
currency contracts other than with or through Prudential
Securities and/or PBFI, the Trust will only engage in such
transactions with or
through a bank which as of the end of
its last fiscal year had an aggregate balance in its
capital, surplus and related accounts of at least
$100,000,000, as shown by its published financial statements
for such year, and through other broker-dealer firms with an
aggregate balance in its capital, surplus and related
accounts of at least $50,000,000.