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EXHIBIT 10.01
PAINEWEBBER
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INSTITUTIONAL FUTURES AND OPTIONS
ACCOUNT DOCUMENTATION
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PAINEWEBBER INCORPORATED
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INSTITUTIONAL ACCOUNT DOCUMENTS
COMMODITIES, FUTURES AND OPTIONS
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Branch Account Number Broker
[ ][ ] [ ][ ][ ][ ][ ] [ ][ ]
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Full Account Name Federal Tax I.D. No.
[Campbell Alternative Asset Trust] [52-2238521]
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PLEASE READ THE SEPARATE RISK DISCLOSURE STATEMENTS
BEFORE SIGNING THIS FORM
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1. INTRODUCTION
In this Agreement, "Customer" means Campbell Alternative Asset Trust.
"PaineWebber" means PaineWebber Incorporated, its successor firms, subsidiaries,
correspondents, affiliates and assigns. "Contracts" mean physical commodities,
commodity futures, financial futures, and options on any of the forgoing.
"Account" means any and all accounts opened or maintained by PaineWebber on
Customer's behalf to trade Contracts. "Property" means all Contracts, securities
and commodities, including but not limited to cash, monies, stocks, options,
bonds, notes, forward contracts, futures contracts, physical commodities,
commodity options, certificates of deposit and other obligations.
In consideration of PaineWebber's opening and maintaining an Account,
Customer hereby represents and agrees as follows:
2. CUSTOMER REPRESENTATIONS
Customer represents and warrants that (i) it is authorized to enter into
transactions in Contracts and to execute this Agreement and perform its
obligations, and has taken all necessary action to authorize such execution and
performance; (ii) it shall enter into such transactions as principal (or, if
agreed in writing in advance of the execution of any transaction on Customer's
behalf by PaineWebber, as agent for a disclosed principal); (iii) each person
signing this Agreement on Customer's behalf is duly authorized to do so on its
behalf (and on behalf of any such disclosed principal) and to bind Customer to
the obligations, representations and warranties under this Agreement; (iv)
Customer has obtained all authorizations of any governmental body required in
connection with this Agreement and such authorizations are in full force and
effect; and (v) the execution, delivery and performance of this Agreement and
any transaction in Contracts entered into by Customer will not violate any law,
ordinance, charter, by-law or rule applicable to it or any agreement by which it
is bound or by which any of its assets are affected. Upon the execution of any
transaction by PaineWebber on Customer's behalf, Customer shall be deemed to
repeat all of the foregoing representations.
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3. APPLICABLE LAW
Customer agrees to conduct its business with PaineWebber in accordance with
all applicable federal and state laws and regulations. Customer agrees to take
no action placing PaineWebber in violation of any such law or regulation, or in
violation of the rules, regulations or other requirements of the exchanges or
clearing houses on which PaineWebber executes transactions for Customer,
including margin requirements. If Customer itself violates or causes PaineWebber
to violate any such rule, regulation or other requirement, or any applicable
federal or state law or regulation, Customer shall indemnify and hold
PaineWebber harmless from the consequences.
4. TRADING RECOMMENDATIONS
Customer acknowledges that any trading recommendation or information
furnished by PaineWebber is provided without any warranty, representation or
guaranty as to accuracy, completeness, profitability or timeliness and Customer
shall in no way hold PaineWebber responsible for any loss incurred as a result
of PaineWebber's recommendations or suggestions.
PaineWebber, and its officers, directors, affiliates, stockholders, or
employees may take or hold positions in, or advise other customers concerning
Contracts which are the subject of recommendations or information provided to
Customer, which positions or advice may be inconsistent with recommendations
given to, or positions established by Customer.
5. COMMISSIONS AND FEES
Customer understands that PaineWebber charges commissions for the execution
of transactions. Customer shall pay such commissions, as defined in Campbell
Alternative Asset Trust's Prospectus and agreed to by both parties to this
Agreement. Such charges incurred in connection with transactions in the Account,
including, without limitation, any tax, transaction fee, charge, fine, penalty
or other expense imposed by any exchange, clearing house, Self-Regulatory
Organization or governmental body are acknowledged by the Customer.
6. CONFIRMATIONS
Verbal reports of the execution of orders made by PaineWebber to Customer
prior to the opening of business on the business day following the execution of
each trade shall be conclusive and deemed ratified if not objected to
immediately. PAINEWEBBER'S STATEMENTS AND CONFIRMATIONS ARE IMPORTANT.
PAINEWEBBER RECOMMENDS THAT CUSTOMER HAVE DUPLICATE STATEMENTS AND CONFIRMATIONS
SENT TO CUSTOMER'S INTERNAL AUDITOR, AND TO ANY PERSON RESPONSIBLE FOR
MONITORING CUSTOMER'S TRADER. CUSTOMER AGREES TO REVIEW ALL STATEMENTS AND
CONFIRMATIONS UPON RECEIPT, AND TO NOTIFY PAINEWEBBER IMMEDIATELY IF CUSTOMER
BELIEVES THERE IS ANY ERROR OR OMISSION OR IF THE WRITTEN REPORT IS NOT
CONSISTENT WITH THE PREVIOUS VERBAL REPORT SO THAT THE DISCREPANCY CAN BE
RECONCILED PROMPTLY. Customer shall be responsible for any failure to so notify
PaineWebber and for any delay in notifying PaineWebber of any error, omission or
discrepancy.
Any such notification should be directed to:
PAINEWEBBER INCORPORATED
Attention: Manager, Futures Credit Department
800 Washington Boulevard
Jersey City, New Jersey 07310-1998
(201) 318-3000
(312) 533-8217 (Fax)
If Customer fails to make such notification, Customer shall be deemed to
have adopted and ratified any such trade and to have waived any right to have it
removed from the Account. Losses incurred from
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any delay in notifying PaineWebber shall be borne by Customer and in any event
Customer agrees that reports of the execution of orders and statements of
account will be conclusive and will be accepted as belonging to Customer if not
objected to within two (2) business days from the date the statement,
confirmation or duplicate is received. If PaineWebber discovers any error or
omission, PaineWebber has the right to correct it and adjust Customer's Account
accordingly. If PaineWebber does so, it will promptly notify Customer, which
notification may be in the form of a written confirmation or statement.
7. DELIVERY OR EXERCISE
In the event Customer undertakes to exercise an option or to accept an
option assignment, or PaineWebber undertakes to sell or deliver, or buy or take
delivery of any Property on behalf of Customer, Customer shall supply
PaineWebber with the instructions and/or Property at the time, in the manner and
under the terms and conditions necessary for PaineWebber to effect such exercise
or delivery. If Customer fails to so supply PaineWebber with same before any
deadline PaineWebber may reasonably set, then, in addition to any other right or
remedy PaineWebber may have, PaineWebber may purchase or borrow for the account
of Customer any Property necessary to make or receive delivery on such terms and
conditions as PaineWebber, in its discretion, may determine. If funds,
documents, or instructions are not received by the time specified, PaineWebber
may, without notice to Customer and upon such terms and by such methods as
PaineWebber may determine in its discretion, (i) exercise or liquidate the
positions of Customer; (ii) make or receive delivery of the positions of
Customer; (iii) make or receive delivery on behalf of Customer; or (iv) allow
Contracts to expire, all for the account and risk of Customer.
8. POSITION LIMITS
PaineWebber has the right, at any time and in its discretion, to limit the
number of open positions in Property that may be carried in Customer's Account.
Customer shall not exceed any position limit that may be established by
PaineWebber or by any governmental regulation or the rules of any exchange or
Self-Regulatory Organization, whether Customer is acting alone or in concert
with others. If Customer exceeds any such limit, PaineWebber may, in its
discretion, decline to accept any order, or require that positions in Customer's
Account be transferred to another firm, and liquidate any position that is not
promptly transferred. Customer shall promptly notify PaineWebber of any position
for which Customer is required to file reports under any governmental regulation
or the rules of any exchange or Self-Regulatory Organization, including any
large trader report filed with the Commodity Futures Trading Commission or any
exchange or Self-Regulatory Organization. When and if PaineWebber imposes its
own position limits on Customer, PaineWebber does so for internal reasons, (such
as limiting PaineWebber's own financial exposure). Customer may make its own
determination what limits are appropriate for Customer. Customer agrees not to
look to PaineWebber to enforce it's own self-imposed limits.
9. FURNISHING INFORMATION
Upon request, Customer shall promptly furnish PaineWebber with such
documents and information relating to any transaction or position effected or
carried for Customer (including, without limitation, any transaction in physical
commodities in connection with an exchange for physicals transaction on any
exchange) considered necessary by PaineWebber to ensure compliance with any law,
governmental regulation or the rules of any exchange, clearing house or
Self-Regulatory Organization applicable to PaineWebber. PaineWebber may, from
time to time, contact third persons to verify any financial information
furnished to it by Customer.
10. EMERGENCY ACTIONS
In addition to any other right or remedy PaineWebber has under this
Agreement, any governmental regulation or the rules of any exchange, clearing
house or Self-Regulatory Organization, PaineWebber is authorized, without notice
to Customer, to take such steps as it, in its discretion, considers necessary or
appropriate in the event any exchange, clearing house, Self-Regulatory
Organization or governmental authority orders emergency or other action. Such
authority may include, without limitation, steps to
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(i) liquidate Property carried in the Account of Customer, (ii) enter into
straddle or spread positions, or (iii) transfer Property in any account of
Customer at PaineWebber to another account of Customer at PaineWebber or another
futures commission merchant or broker.
11. CURRENCY EXCHANGE RATES
In the event that any transaction is effected on any exchange in a foreign
currency, any profit or loss arising as a result of a fluctuation in the
exchange rate affecting such currency shall be entirely for the account and risk
of Customer. Initial and subsequent deposits for margin purposes shall be made
in United States currency, unless PaineWebber requests or specifically agrees
with Customer to accept any such deposit in the currency of some other country,
in which case such deposit shall be made in such currency. When any position is
liquidated, PaineWebber will debit or credit the Account of Customer in United
States currency at the rate of exchange determined by PaineWebber in good faith,
unless Customer shall have given PaineWebber specific written instructions to
make such debit or credit in the foreign currency involved. Certain transactions
in foreign currencies will also be subject to the Subordination Agreement and
Disclosure Relating to Funds Held Outside the United States.
12. EVENTS BEYOND PAINEWEBBER'S CONTROL
PaineWebber will not be liable for delays or errors in the transmission or
execution of orders due to (i) the breakdown or failure of transmission or
communication facilities; (ii) government, market or exchange restrictions;
(iii) suspension of trading; (iv) war, strikes, or natural disasters; or (v) for
any other cause beyond PaineWebber's control.
13. COMMUNICATIONS
a. All reports of transactions, statements, notices and other
communications required or permitted under this Agreement may be
transmitted to Customer at the address or to any of the telephone,
telex or telefax numbers specified by Customer in this Agreement, or at
such other address or number as Customer may specify by written notice
to PaineWebber. All such reports, statements, notices and other
communications will be deemed delivered when telephoned, or when
delivered in person, or when deposited in the United States mail, or
when dispatched in the case of telex, telefax or other electronic
transmission.
b. PaineWebber may record any telephone conversation between any of its
employees and Customer. Customer agrees to such recording without
further notice and waives any and all rights to object to the
admissibility into evidence of any such recording in any legal
proceeding. This Agreement shall not obligate PaineWebber to make any
such recording, to keep any recording it makes, or to make available to
Customer any such recording.
c. Customer acknowledges that all price quotations, trade reports and
other information are subject to correction, as well as delays in
reporting.
14. INDEMNIFICATION, CONTRIBUTION AND REIMBURSEMENT
a. Customer agrees to indemnify PaineWebber and its shareholders,
directors, officers, employees and agents against any liability which
they may incur with respect to Customer's Account or as a result of
Customer's violation of any obligation under this Agreement, or of
Customer's misstatements in connection with Customer's Account. Such
indemnification shall include, without limitation, legal fees and
expenses, settlements of claims, interest and any fine imposed by an
exchange, clearinghouse, Self-Regulatory Organization, or governmental
body. PaineWebber will remain liable, however, for acts and omissions
which arise from PaineWebber's breach of this Agreement or violation of
any law, rule or governmental regulation, except to the extent that
PaineWebber was acting in good faith or according to Customer's
instruction.
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b. If in any circumstance the indemnification provided for in paragraph
(a) is legally held to be unavailable from Customer, the parties will
contribute to such liability in proportions appropriate to reflect the
parties' relative benefits and faults in connection with any act or
omission.
c. Customer agrees to reimburse PaineWebber and its shareholders,
directors, officers, employees and agents on demand for any cost
incurred in collecting any sum Customer owes under this Agreement and
any cost of successfully defending against any claim asserted by
Customer.
d. Any outstanding debit balance in Customer's Account will accrue
interest, in accordance with PaineWebber's usual custom, at the maximum
rate permitted by the laws of the State of New York. Any such interest
unpaid at the end of a calendar month will be added automatically to
the opening balance in such Customer Account for the next calendar
month.
15. MARGINS AND PREMIUMS
With respect to each Contract purchased, sold or cleared for Customer,
Customer shall make, or cause to be made, all applicable original margin,
variation margin and premium payments, and perform all other obligations
attendant to transactions or positions in Contracts, as such payments or
performance may be required by PaineWebber, applicable federal and state law and
regulations, and the rules, regulations and other requirements of the applicable
exchange or clearing house. It is understood and agreed that margins required by
PaineWebber may be higher than the minimum required by various exchanges and may
be increased at any time and from time to time without prior notice to Customer.
16. SECURITY
a. As security for the performance of all of Customer's obligations to
PaineWebber arising in connection with the Account, transactions and/or
positions included in this Agreement, Customer hereby pledges, assigns
and grants PaineWebber a lien on and security interest in all of
Customer's Property in Customer's accounts at PaineWebber (whether held
as margin, or for safekeeping or otherwise). Customer shall take such
actions as PaineWebber reasonably requires to perfect this lien and
security interest.
b. If,
i. Customer commences a voluntary case, or an involuntary case is
commenced against Customer, under any applicable bankruptcy,
insolvency or other similar law, or a receiver, liquidator,
trustee, custodian, sequestrator, or other similar official is
appointed or takes possession of Customer or Customer's
property, or Customer is insolvent, makes any general assignment
for the benefit of creditors, or fails generally to pay debts as
they become due; or
ii. Customer takes any corporate, partnership or other action to
effect a dissolution, liquidation, reorganization, or winding up
of Customer's affairs; or
iii. Customer fails or refuses to pay margin or any other sum as and
when due or defaults in the performance of any of its other
obligations under this Agreement; or
PaineWebber may take any action set forth in Section 11 (Emergency Actions)
and may also take any one or more of the following actions with respect to
Customer's Account:
A. sell, exercise, offset, deliver or otherwise liquidate any or all
Property long;
B. buy in, offset, take delivery of, or otherwise liquidate any or all
Property short;
C. buy or sell Property, or enter into and/or liquidate straddle or spread
positions, in order to liquidate or reduce the risk associated with
carrying any Property long or short;
D. cancel any outstanding order, close out any or all outstanding
Contracts, close the Account, sell, set off against or otherwise
dispose of any Property (whether held as margin or otherwise) and
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satisfy any obligation Customer may have to PaineWebber or its agents
out of any such Property or the proceeds from its sale or other
disposition; or
E. exercise all rights and remedies of a secured party under the Uniform
Commercial Code and other applicable law.
Any of these actions may be taken without demand for margin or additional
margin, and without notice to Customer. In all cases, a prior demand, call or
notice of the time or place of sale or purchase shall not be considered a waiver
of PaineWebber's right to sell or to buy without demand, call or notice as
herein provided. Any purchase, sale, offset or liquidation may be made, in
PaineWebber's discretion, either by direct sale or purchase in the same market
and for delivery in the same month, or in another market or another month, or by
spread or straddle transactions, and may be made on any exchange or elsewhere.
PaineWebber will not be liable for any loss incurred or any damage which
Customer suffers because of this action. In the event that the Property which
PaineWebber holds and applies is insufficient for the payment in full of all of
Customer's obligations owing to PaineWebber, Customer shall remain liable for
the deficit upon demand, together with interest thereon and all costs of
collection (including attorney's fees and expenses.)
17. TERMINATION
This Agreement may be terminated by either party hereto in its sole
discretion upon giving ten (10) days notice to the other, except that this
Agreement shall, notwithstanding such notice, remain applicable to any Property
then outstanding and will not relieve either party of any obligation in
connection with any debit balance or credit balance or other liability or
obligation accruing prior to such termination.
18. TRADING SESSION ACKNOWLEDGMENT
Customer understands and acknowledges that PaineWebber may provide
brokerage service for the trading of Contracts on various exchanges and at
various times. Customer further acknowledges that this Agreement does not
entitle Customer to participate in any particular trading session unless
qualified in accordance with PaineWebber policy.
19. GOVERNING LAW
THIS AGREEMENT AND ITS ENFORCEMENT SHALL BE GOVERNED BY THE LAWS OF THE
UNITED STATES AND THE STATE OF NEW YORK AND ITS PROVISIONS SHALL BE CONTINUOUS,
AND SHALL COVER INDIVIDUALLY AND COLLECTIVELY ALL ACCOUNTS WHICH CUSTOMER MAY
OPEN OR REOPEN WITH PAINEWEBBER TO TRADE CONTRACTS AND EACH AND EVERY
TRANSACTION EFFECTED OR POSITION CARRIED FOR CUSTOMER.
20. SEVERABILITY/WAIVER/MODIFICATION
a. Each provision herein shall be treated as separate and independent from
any other provision and will be enforceable notwithstanding the
inability to enforce any other provision.
b. If any provision herein is or should become inconsistent with any
present or future law, rule or regulation, such provision will be
deemed to be rescinded or modified in accordance with any such law,
rule or regulation. In all other respects, this Agreement will continue
and remain in full force and effect.
c. No waiver or breach of, or default under, any provision of this
Agreement shall constitute a waiver or breach of, or default under, any
other provision of this Agreement. Any failure on PaineWebber's part to
exercise any right, privilege or remedy under this Agreement, or under
applicable laws, governmental regulations or rules, shall not give rise
to any right, privilege or remedy on the part of Customer, it being
understood that such rights, privileges and remedies are for
PaineWebber's protection.
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d. No material provision of this Agreement shall in any respect be waived,
altered, modified or amended except in writing, signed by the parties'
authorized officers, or except as a result of the parties' need to
comply with any law, rule, or regulation or amendment thereto.
e. This Agreement and any document annexed hereto constitute the entire
agreement between the parties. Customer has not relied on any
statement, representation, promise or understanding of any kind not
embodied herein.
OPTIONAL AUTHORIZATIONS
21. OPTIONAL ELECTIONS
The following provisions, which are fully set forth in this agreement, need
not be entered into to open an Account with PaineWebber. Customer agrees that
Customer's optional elections are as follows (please provide signature and
date):
AUTHORIZATION TO TRANSFER FUNDS (Agreement Section 23):
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Authorized Signature Date
AUTHORIZATION TO CROSS TRANSACTIONS (Agreement Section 24):
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Authorized Signature Date
ARBITRATION AGREEMENT (Agreement Section 25):
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Authorized Signature Date
22. RULE 190.06(d) ELECTION
Customer specifies and agrees that in the unlikely event of PaineWebber's
bankruptcy, it prefers that the bankruptcy trustee (check appropriate box):
[ ] Election A -- Liquidate all open contracts without first seeking either of
Customer's or its advisor's instructions
or
[ ] Election B -- Attempt to contact Customer or its advisor for instructions
with respect to the disposition of all open contracts
23. ACKNOWLEDGMENT OF RECEIPT OF SEPARATE RISK DISCLOSURE DOCUMENTS
Customer hereby acknowledges its separate receipt from PaineWebber, its
review and its understanding of each of the following documents prior to the
opening of Customer Account (please provide signature and date):
RISK DISCLOSURE STATEMENT FOR FUTURES AND OPTIONS
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Authorized Signature Date
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SUBORDINATION AGREEMENT AND DISCLOSURE RELATING TO FUNDS HELD OUTSIDE OF THE
UNITED STATES
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Authorized Signature Date
MUTUAL OFFSET SYSTEM DISCLOSURE STATEMENT
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Authorized Signature Date
IN WITNESS WHEREOF the undersigned officers who are authorized to enter into and
execute the foregoing Agreement on behalf of Customer, and hereby agree to its
terms and conditions:
Customer Name & Address: Campbell Alternative Asset Trust
C/O Campbell & Company, Inc, Managing Owner
210 West Pennsylvania Avenue, Suite 770
Towson, MD 21204
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By: By:
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Title: Title:
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Date: Date:
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