<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended September 30, 1998
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from _______________________ to ______________________
Commission file number: 0-18418
PRUDENTIAL-BACHE CAPITAL RETURN FUTURES FUND 2, L.P.
- --------------------------------------------------------------------------------
(Exact name of Registrant as specified in its charter)
Delaware 13-3533120
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
One New York Plaza, 13th Floor New York, New York 10292
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 778-7866
N/A
- --------------------------------------------------------------------------------
Former name, former address and former fiscal year, if changed since last
report.
Indicate by check CK whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes CK No __
<PAGE>
Part I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
PRUDENTIAL-BACHE CAPITAL RETURN FUTURES FUND 2, L.P.
(a limited partnership)
STATEMENTS OF FINANCIAL CONDITION
(Unaudited)
<TABLE>
<CAPTION>
September 30, December 31,
1998 1997
<S> <C> <C>
- ----------------------------------------------------------------------------------------------------
ASSETS
Equity in commodity trading accounts:
Cash $ 6,007,687 $ 6,552,063
U.S. Treasury bills, at amortized cost 19,525,057 24,241,834
Net unrealized gain on open commodity positions 1,427,823 1,584,684
------------- ------------
Total assets $26,960,567 $32,378,581
------------- ------------
------------- ------------
LIABILITIES AND PARTNERS' CAPITAL
Liabilities
Redemptions payable $ 1,328,563 $ 740,550
Incentive fees payable 95,954 226,348
Options, at market 61,030 3,600
Management fees payable 47,632 97,818
Accrued expenses 44,528 55,038
Due to affiliates 19,276 7,663
------------- ------------
Total liabilities 1,596,983 1,131,017
------------- ------------
Commitments
Partners' capital
Limited partners (101,324 and 119,135 units outstanding) 25,109,818 30,934,928
General partner (1,024 and 1,204 units outstanding) 253,766 312,636
------------- ------------
Total partners' capital 25,363,584 31,247,564
------------- ------------
Total liabilities and partners' capital $26,960,567 $32,378,581
------------- ------------
------------- ------------
Net asset value per limited and general partnership unit ('Units') $ 247.82 $ 259.66
------------- ------------
------------- ------------
- ----------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these statements.
</TABLE>
2
<PAGE>
PRUDENTIAL-BACHE CAPITAL RETURN FUTURES FUND 2, L.P.
(a limited partnership)
STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Nine Months Three Months
Ended September 30, Ended September 30,
-------------------------- -------------------------
1998 1997 1998 1997
<S> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------
REVENUES
Net realized gain on commodity
transactions $ 197,002 $2,465,020 $1,892,672 $2,938,161
Change in net unrealized gain/loss on open
commodity positions (164,101) 1,614,438 2,231,068 1,465,952
Interest from U.S. Treasury bills 787,466 913,775 227,843 318,399
----------- ---------- ---------- ----------
820,367 4,993,233 4,351,583 4,722,512
----------- ---------- ---------- ----------
EXPENSES
Commissions 1,703,654 1,948,700 485,914 642,255
Management fees 696,972 838,388 193,666 286,709
Incentive fees 103,710 207,032 95,954 177,442
General and administrative 115,376 135,033 37,617 40,286
----------- ---------- ---------- ----------
2,619,712 3,129,153 813,151 1,146,692
----------- ---------- ---------- ----------
Net income (loss) $(1,799,345) $1,864,080 $3,538,432 $3,575,820
----------- ---------- ---------- ----------
----------- ---------- ---------- ----------
ALLOCATION OF NET INCOME (LOSS)
Limited partners $(1,781,376) $1,845,442 $3,502,985 $3,540,056
----------- ---------- ---------- ----------
----------- ---------- ---------- ----------
General partner $ (17,969) $ 18,638 $ 35,447 $ 35,764
----------- ---------- ---------- ----------
----------- ---------- ---------- ----------
NET INCOME (LOSS) PER WEIGHTED AVERAGE
LIMITED AND GENERAL PARTNERSHIP UNIT
Net income (loss) per weighted average
limited and general partnership unit $ (15.57) $ 14.31 $ 32.85 $ 28.07
----------- ---------- ---------- ----------
----------- ---------- ---------- ----------
Weighted average number of limited and
general partnership units outstanding 115,581 130,279 107,709 127,380
----------- ---------- ---------- ----------
----------- ---------- ---------- ----------
- ------------------------------------------------------------------------------------------------------
</TABLE>
STATEMENT OF CHANGES IN PARTNERS' CAPITAL
(Unaudited)
<TABLE>
<CAPTION>
LIMITED GENERAL
UNITS PARTNERS PARTNER TOTAL
<S> <C> <C> <C> <C>
- ----------------------------------------------------------------------------------------------------
Partners' capital--December 31, 1997 120,339 $30,934,928 $312,636 $31,247,564
Net loss -- (1,781,376) (17,969) (1,799,345)
Redemptions (17,991) (4,043,734) (40,901) (4,084,635)
-------- ----------- -------- -----------
Partners' capital--September 30, 1998 102,348 $25,109,818 $253,766 $25,363,584
-------- ----------- -------- -----------
-------- ----------- -------- -----------
- ----------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these statements.
</TABLE>
3
<PAGE>
PRUDENTIAL-BACHE CAPITAL RETURN FUTURES FUND 2, L.P.
(a limited partnership)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1998
(Unaudited)
A. General
These financial statements have been prepared without audit. In the opinion
of management, the financial statements contain all adjustments (consisting of
only normal recurring adjustments) necessary to present fairly the financial
position of Prudential-Bache Capital Return Futures Fund 2, L.P. (the
'Partnership') as of September 30, 1998 and the results of its operations for
the nine and three months ended September 30, 1998 and 1997. However, the
operating results for the interim periods may not be indicative of the results
expected for a full year.
Certain information and footnote disclosures normally included in annual
financial statements prepared in accordance with generally accepted accounting
principles have been omitted. It is suggested that these financial statements be
read in conjunction with the financial statements and notes thereto included in
the Partnership's Annual Report on Form 10-K filed with the Securities and
Exchange Commission for the year ended December 31, 1997.
Effective September 1, 1998, all assets previously managed by John W. Henry &
Company, Inc. (the 'Reallocated Assets') were reallocated to Welton Investment
Corporation ('Welton'), Eclipse Capital Management ('Eclipse') and to two
trading managers new to the Partnership--Gaiacorp Ireland Limited ('Gaiacorp')
and Trendlogic Associates, Inc. ('Trendlogic'). Welton, Eclipse, Gaiacorp and
Trendlogic (the 'Trading Managers') received Reallocated Assets totalling
approximately $4,934,000, $1,990,000, $6,871,000 and $5,000,000, respectively.
The Trading Managers receive monthly management fees on their portion of the
Reallocated Assets equal to a 2% annual rate as compared to the 4% annual rate
paid to John W. Henry & Company, Inc. The Trading Managers will earn a quarterly
incentive fee equal to 20% of New High Net Trading Profits (as defined in the
Advisory Agreement among the Partnership, the General Partner and each
respective Trading Manager) on the Reallocated Assets, except for Trendlogic
whose quarterly incentive fee rate is 17.5%. John W. Henry & Company, Inc.
received quarterly incentive fees at a 15% rate.
B. Related Parties
Prudential Securities Futures Management Inc. (the 'General Partner') and its
affiliates perform services for the Partnership which include, but are not
limited to: brokerage services, accounting and financial management, registrar,
transfer and assignment functions, investor communications, printing and other
administrative services.
The costs incurred for these services for the nine months ended September 30,
1998 and 1997 were:
<TABLE>
<CAPTION>
1998 1997
<S> <C> <C>
- ---------------------------------------------------------------------------
Commissions $1,703,654 $1,948,700
General and administrative 57,233 71,624
---------- ----------
$1,760,887 $2,020,324
---------- ----------
---------- ----------
</TABLE>
The costs incurred for these services for the three months ended September
30, 1998 and 1997 were:
<TABLE>
<CAPTION>
1998 1997
<S> <C> <C>
- ---------------------------------------------------------------------------
Commissions $ 485,914 $ 642,255
General and administrative 15,848 30,348
---------- ----------
$ 501,762 $ 672,603
---------- ----------
---------- ----------
</TABLE>
The General Partner is a wholly owned subsidiary of Prudential Securities
Incorporated ('PSI'), the Partnership's commodity broker. The Partnership
maintains its trading and cash accounts at PSI. Except for
4
<PAGE>
the portion of assets that is deposited as margin to maintain forward currency
contract positions as further discussed below, the Partnership's assets are
maintained either with PSI or, for margin purposes, with the various exchanges
on which the Partnership is permitted to trade.
The Partnership, acting through its trading managers, executes
over-the-counter, spot, forward and/or option foreign exchange transactions with
PSI. PSI then engages in back-to-back trading with an affiliate,
Prudential-Bache Global Markets Inc. ('PBGM'). PBGM attempts to earn a profit on
such transactions. PBGM keeps its prices on foreign currency competitive with
other interbank trading desks. All over-the-counter currency transactions
are conducted between PSI and the Partnership pursuant to a line of
credit. PSI may require that collateral be posted against
the marked-to-market position of the Partnership.
C. Credit and Market Risk
Since the Partnership's business is to trade futures, forward (including
foreign exchange transactions) and options contracts, its capital is at risk due
to changes in the value of these contracts (market risk) or the inability of
counterparties to perform under the terms of the contracts (credit risk).
Futures, forward and options contracts involve varying degrees of off-balance
sheet risk; and changes in the level of volatility of interest rates, foreign
currency exchange rates or the market values of the contracts (or commodities
underlying the contracts) frequently result in changes in the Partnership's
unrealized gain (loss) on open commodity positions reflected in the statements
of financial condition. The Partnership's exposure to market risk is influenced
by a number of factors including the relationships among the contracts held by
the Partnership as well as the liquidity of the markets in which the contracts
are traded.
Futures and options contracts are traded on organized exchanges and are thus
distinguished from forward contracts which are entered into privately by the
parties. The credit risks associated with futures and options contracts are
typically perceived to be less than those associated with forward contracts,
because exchanges typically provide clearinghouse arrangements in which the
collective credit (subject to certain limitations) of the members of the
exchanges is pledged to support the financial integrity of the exchange. On the
other hand, the Partnership must rely solely on the credit of its broker (PSI)
with respect to forward transactions. The Partnership presents unrealized gains
and losses on open forward positions as a net amount in the statements of
financial condition because it has a master netting agreement with PSI.
The General Partner attempts to minimize both credit and market risks by
requiring the Partnership's trading managers to abide by various trading
limitations and policies. The General Partner monitors compliance with these
trading limitations and policies which include, but are not limited to,
executing and clearing all trades with creditworthy counterparties (currently,
PSI is the sole counterparty or broker); limiting the amount of margin or
premium required for any one commodity or all commodities combined; and
generally limiting transactions to contracts which are traded in sufficient
volume to permit the taking and liquidating of positions. The General Partner
may impose additional restrictions (through modifications of such trading
limitations and policies) upon the trading activities of the trading managers as
it, in good faith, deems to be in the best interest of the Partnership.
PSI, when acting as the Partnership's futures commission merchant in
accepting orders for the purchase or sale of domestic futures and options
contracts, is required by Commodity Futures Trading Commission ('CFTC')
regulations to separately account for and segregate as belonging to the
Partnership all assets of the Partnership relating to domestic futures and
options trading and is not to commingle such assets with other assets of PSI. At
September 30, 1998 and December 31, 1997, such segregated assets totalled
$19,071,017 and $22,947,166, respectively. Part 30.7 of the CFTC regulations
also requires PSI to secure assets of the Partnership related to foreign futures
and options trading which totalled $7,733,609 and $9,499,572 at September 30,
1998 and December 31, 1997, respectively. There are no segregation requirements
for assets related to forward trading.
As of September 30, 1998, the Partnership's open futures, forward and options
contracts mature within one year.
5
<PAGE>
At September 30, 1998 and December 31, 1997, gross contract amounts of open
futures, forward and options contracts are:
<TABLE>
<CAPTION>
1998 1997
------------ ------------
<S> <C> <C>
Currency Forward Contracts:
Commitments to purchase $ 7,343,227 $ 318,066
Commitments to sell 15,502,414 24,765,572
Currency Futures and Options
Contracts:
Commitments to purchase 12,381,125 1,232,952
Commitments to sell 6,148,743 4,626,480
Financial Futures and Options
Contracts:
Commitments to purchase 190,042,113 183,537,088
Commitments to sell 1,561,127 126,817,265
Other Futures and Options Contracts:
Commitments to purchase 2,160,041 2,876,350
Commitments to sell 2,926,310 14,809,027
</TABLE>
The gross contract amounts represent the Partnership's potential involvement
in a particular class of financial instrument (if it were to take or make
delivery on an underlying futures, forward or options contract). The gross
contract amounts significantly exceed the future cash requirements as the
Partnership intends to close out open positions prior to settlement and thus is
generally subject only to the risk of loss arising from the change in the value
of the contracts. As such, the Partnership considers the 'fair value' of its
futures, forward and options contracts to be the net unrealized gain or loss on
the contracts (plus premiums on options). Thus, the amount at risk associated
with counterparty nonperformance of all contracts is the net unrealized gain
included in the statements of financial condition. The market risk associated
with the Partnership's commitments to purchase commodities is limited to the
gross contract amounts involved, while the market risk associated with its
commitments to sell is unlimited since the Partnership's potential involvement
is to make delivery of an underlying commodity at the contract price; therefore,
it must repurchase the contract at prevailing market prices.
At September 30, 1998 and December 31, 1997, the fair value of open futures,
forward and options contracts was:
<TABLE>
<CAPTION>
1998 1997
-------------------------- --------------------------
Assets Liabilities Assets Liabilities
---------- ----------- ---------- -----------
<S> <C> <C> <C> <C>
Futures Contracts:
Domestic exchanges
Financial $ 420,800 $ -- $ 178,094 $ (4,700)
Currencies 256,978 (99,247) 41,016 (6,677)
Other 48,718 (50,887) 1,020,252 (1,810)
Foreign exchanges
Financial 845,667 (5,616) 493,686 (229,030)
Other 27,085 (110,586) 170,110 (4,500)
Forward Contracts:
Currencies 191,817 (96,906) 374,665 (446,422)
Options Contracts:
Domestic exchanges
Financial -- (26,859) -- (3,600)
Currencies -- (8,500) -- --
Other -- (24,776) -- --
Foreign exchanges
Financial -- (895) -- --
---------- ----------- ---------- -----------
$1,791,065 $ (424,272) $2,277,823 $ (696,739)
---------- ----------- ---------- -----------
---------- ----------- ---------- -----------
</TABLE>
6
<PAGE>
The following table presents the average fair value of futures, forward and
options contracts during the nine months ended September 30, 1998 and 1997,
respectively.
<TABLE>
<CAPTION>
1998 1997
-------------------------- --------------------------
Assets Liabilities Assets Liabilities
---------- ----------- ---------- -----------
<S> <C> <C> <C> <C>
Futures Contracts:
Domestic exchanges
Financial $ 198,912 $ (44,454) $ 255,773 $ (20,324)
Currencies 107,239 (29,058) 256,610 (34,099)
Other 188,854 (58,964) 277,697 (16,819)
Foreign exchanges
Financial 646,542 (123,082) 787,999 (113,382)
Other 62,905 (71,429) 24,447 (12,926)
Forward Contracts:
Currencies 191,462 (671,135) 579,280 (672,949)
Options Contracts:
Domestic exchanges
Financial -- (19,832) -- (22,008)
Currencies -- (4,101) 2,560 (42,408)
Other -- (3,795) 18,619 (3,271)
Foreign exchanges
Financial -- (90) 4,473 (5,886)
---------- ----------- ---------- -----------
$1,395,914 $(1,025,940) $2,207,458 $ (944,072)
---------- ----------- ---------- -----------
---------- ----------- ---------- -----------
</TABLE>
The following table presents the average fair value of futures, forward
and options contracts during the three months ended September 30, 1998 and 1997,
respectively.
<TABLE>
<CAPTION>
1998 1997
-------------------------- --------------------------
Assets Liabilities Assets Liabilities
---------- ----------- ---------- -----------
<S> <C> <C> <C> <C>
Futures Contracts:
Domestic exchanges
Financial $ 239,717 $ (49,116) $ 532,441 $ (15,336)
Currencies 125,264 (37,123) 118,752 (3,609)
Other 72,664 (61,419) 368,017 (12,916)
Foreign exchanges
Financial 611,072 (127,501) 1,448,006 (27,611)
Other 23,566 (90,669) 51,169 (25,874)
Forward Contracts:
Currencies 52,244 (951,198) 503,901 (707,965)
Options Contracts:
Domestic exchanges
Financial -- (37,115) -- (28,496)
Currencies -- (4,494) 6,400 (4,044)
Other -- (9,199) 12,945 (1,088)
Foreign exchanges
Financial -- (224) 566 (344)
---------- ----------- ---------- -----------
$1,124,527 $(1,368,058) $3,042,197 $ (827,283)
---------- ----------- ---------- -----------
---------- ----------- ---------- -----------
</TABLE>
7
<PAGE>
The following table presents the trading revenues from futures, forward
and options contracts during the nine and three months ended September 30, 1998
and 1997, respectively.
<TABLE>
<CAPTION>
Nine Months Three Months
Ended September 30, Ended September 30,
--------------------------------- ---------------------------------
<S> <C> <C> <C> <C>
1998 1997 1998 1997
-------------- -------------- -------------- --------------
Futures Contracts:
Domestic exchanges
Financial $ 771,584 $ 348,569 $1,557,171 $ 481,107
Currencies 48,492 319,881 102,437 106,663
Other (1,228,397) 965,760 277,735 315,373
Foreign exchanges
Financial 1,817,661 3,237,995 2,854,293 3,337,537
Other (114,447) 64,384 (121,979) 30,817
Forward Contracts:
Currencies (1,274,439) (1,014,090) (507,294) 102,314
Options Contracts:
Domestic exchanges
Financial 7,427 15,695 (44,123) 43,541
Currencies (3,975) 110,600 (1,275) 25,404
Other 7,844 102,556 5,624 (34,518)
Foreign exchanges
Financial 1,151 (71,892) 1,151 (4,125)
-------------- -------------- -------------- --------------
$ 32,901 $ 4,079,458 $4,123,740 $4,404,113
-------------- -------------- -------------- --------------
-------------- -------------- -------------- --------------
</TABLE>
8
<PAGE>
PRUDENTIAL-BACHE CAPITAL RETURN FUTURES FUND 2, L.P.
(a limited partnership)
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Liquidity and Capital Resources
The Partnership commenced trading operations on October 6, 1989 with gross
proceeds of $101,010,000. After accounting for organizational and offering
costs, the Partnership's net proceeds were $99,010,000.
At September 30, 1998, 100% of the Partnership's total net assets (the 'Net
Asset Value') was allocated to commodities trading. A significant portion of the
Net Asset Value was held in U.S. Treasury bills (which represented approximately
73% of the Net Asset Value prior to redemptions payable) and cash, which are
used as margin for the Partnership's trading in commodities. Inasmuch as the
sole business of the Partnership is to trade in commodities, the Partnership
continues to own such liquid assets to be used as margin.
The percentage that U.S. Treasury bills bears to the total net assets varies
each day, and from month to month, as the market values of commodity interests
change. The balance of the total net assets is held in cash. All interest earned
on the Partnership's interest-bearing funds is paid to the Partnership.
The commodities contracts are subject to periods of illiquidity because of
market conditions, regulatory considerations and other reasons. For example,
commodity exchanges limit fluctuations in certain commodity futures contract
prices during a single day by regulations referred to as 'daily limits.' During
a single day, no trades may be executed at prices beyond the daily limit. Once
the price of a futures contract for a particular commodity has increased or
decreased by an amount equal to the daily limit, positions in the commodity can
neither be taken nor liquidated unless traders are willing to effect trades at
or within the limit. Commodity futures prices have occasionally moved the daily
limit for several consecutive days with little or no trading. Such market
conditions could prevent the Partnership from promptly liquidating its commodity
futures positions.
Since the Partnership's business is to trade futures, forward and options
contracts, its capital is at risk due to changes in the value of these contracts
(market risk) or the inability of counterparties to perform under the terms of
the contracts (credit risk). The general partner attempts to minimize these
risks by requiring the Partnership's trading managers to abide by various
trading limitations and policies. See Note C to the financial statements for a
further discussion on the credit and market risks associated with the
Partnership's futures, forward and options contracts.
Redemptions by limited partners recorded for the nine and three months ended
September 30, 1998 were $4,043,734 and $1,314,933, respectively. Redemptions by
the general partner recorded for the nine and three months ended September 30,
1998 were $40,901 and $13,630, respectively. Redemptions by limited partners and
the general partner from commencement of operations, October 6, 1989, through
September 30, 1998, totalled $122,360,922 and $1,781,931, respectively. Future
redemptions will impact the amount of funds available for investment in
commodity contracts in subsequent periods.
The Partnership does not have, nor does it expect to have, any capital
assets.
Effective September 1, 1998, all assets previously managed by John W. Henry &
Company, Inc. (the 'Reallocated Assets') were reallocated to Welton Investment
Corporation ('Welton'), Eclipse Capital Management ('Eclipse') and to two
trading managers new to the Partnership--Gaiacorp Ireland Limited ('Gaiacorp')
and Trendlogic Associates, Inc. ('Trendlogic'). Welton, Eclipse, Gaiacorp and
Trendlogic (the 'Trading Managers') received Reallocated Assets totalling
approximately $4,934,000, $1,990,000, $6,871,000 and $5,000,000, respectively.
The Trading Managers receive monthly management fees on their portion of the
Reallocated Assets equal to a 2% annual rate as compared to the 4% annual rate
paid to John W. Henry & Company, Inc. The Trading Managers will earn a quarterly
incentive fee equal to 20% of New High Net Trading Profits (as defined in the
Advisory Agreement among the Partnership, the General Partner and each
respective Trading Manager) on the Reallocated Assets, except for Trendlogic
whose quarterly incentive fee rate is 17.5%. John W. Henry & Company, Inc.
received quarterly incentive fees at a 15% rate.
9
<PAGE>
Effective August 1, 1998, the General Partner reduced the annual rate of
commissions charged to the Partnership from 8.5% to 8.0% of Net Asset Value.
Year 2000 Risk
Investment funds, like financial and business organizations and individuals
around the world, depend on the smooth functioning of computer systems. The year
2000, however, holds the potential for a significant disruption in the operation
of these systems. Many computer systems in use today cannot distinguish the year
2000 from the year 1900 because of the way in which dates are encoded. This is
commonly known as the 'Year 2000 Problem.' The Partnership could be adversely
affected if computer systems used by it or any third party with whom it has a
material relationship do not properly perform date comparisons and calculations
concerning dates on or after January 1, 2000, which in turn could have a
negative impact on the handling or determination of trades and prices and the
services provided to the Partnership.
The Partnership has engaged third parties to perform primarily all of the
services it needs. Accordingly, the Partnership's Year 2000 Problems, if any,
are not its own but those that center on the ability of the General Partner,
Prudential Securities Incorporated, its Trading Managers and any other third
party with whom the Partnership has a material relationship (individually, a
'Service Provider,' and collectively, the 'Service Providers') to address and
correct problems that may cause their systems not to function as intended as a
result of the Year 2000 Problem.
The Partnership has received assurances from its General Partner and from
Prudential Securities Incorporated that they anticipate being able to continue
their operations without any material adverse impact from the Year 2000 Problem.
Although other Service Providers, such as the Partnership's Trading Managers,
have not made similar representations to the Partnership, the Partnership has no
reason to believe that these Service Providers will not take steps necessary to
avoid any material adverse impact on the Partnership, though there can be no
assurance that this will be the case. The costs or consequences of incomplete or
untimely resolution of the Year 2000 Problem by the Service Providers, or by
governments, exchanges, clearing houses, regulators, banks and other third
parties, are unknown to the Partnership at this time, but could have a material
adverse impact on the operations of the Partnership. The General Partner will
promptly notify the Partnership's limited partners in the event it determines
that the Year 2000 Problem will have a material adverse impact on the
Partnership's operations.
The Partnership has considered various alternatives as a contingency plan. If
the Year 2000 Problems are systemic, for example, the federal government, the
banking system, exchanges or utilities are affected materially, there may be no
adequate contingency plan for the Partnership to follow other than to suspend
operations. If the Year 2000 Problems are related to one or more of the other
Service Providers selected by the Partnership, the Partnership believes that
each such Service Provider is prepared to address any Year 2000 Problems which
arise that could have a material adverse impact on the Partnership's operations.
Results of Operations
The Net Asset Value per Unit as of September 30, 1998 was $247.82, a decrease
of 4.56% from the December 31, 1997 Net Asset Value per Unit of $259.66.
Additionally, the Net Asset Value per Unit increased 15.28% during the quarter
ended September 30, 1998.
Third quarter trading proved profitable for the Partnership. Trading resulted
in gains across the financial, metal, grain and meat sectors. Unprofitable
sectors included the currency, index, energy and soft sectors. July trading
resulted in a negative return due, in part, to low volatility resulting in
little opportunity to trade profitably. Bond sector positions lost value as
prices moved somewhat lower given the weakness in the U.S. dollar. Weakness in
U.S. bonds caused European bond prices to rise profiting the Partnership's long
European bond positions. The Partnership performed well throughout the remainder
of the quarter. As worldwide stock markets fell in August, a 'flight-to-quality'
ensued, causing existing long positions in U.S. and European bonds to rally
significantly. The 'flight-to-quality' also affected gold prices which, having
fallen in July to 19-year lows, rebounded in August and September. Positions in
the currency sector incurred losses as the value of the British pound and German
deutsche mark initially fell, only to recover and gain strength through to the
end of the quarter. Index positions also lost value as volatility in that sector
made trading difficult.
Interest income from U.S. Treasury bills for the nine and three months ended
September 30, 1998 decreased by approximately $126,000 and $91,000,
respectively, as compared to the same periods in 1997.
10
<PAGE>
These declines in interest income were the result of fewer funds being invested
in U.S. Treasury bills principally due to redemptions and weak trading
performance during the first half of 1998, as well as the result of a decline in
interest rates during 1998.
Commissions are calculated on the Net Asset Value on the first day of each
month and, therefore, vary based on monthly trading performance and redemptions.
Commissions decreased by approximately $245,000 and $156,000 for the nine and
three months ended September 30, 1998, respectively, as compared to the same
periods in 1997 principally due to the effect of weak trading performance during
the first half of 1998 and redemptions on the monthly Net Asset Values as well
as a reduction in the commission rate from 8.5% to 8% as discussed in Liquidity
and Capital Resources above.
All trading decisions are currently being made by the Trading Managers.
Effective September 1, 1998, the General Partner reallocated assets previously
managed by John W. Henry & Company, Inc. as further discussed in Liquidity and
Capital Resources above. Management fees are calculated on the portion of the
Net Asset Value allocated to each Trading Manager as of the end of each month
and, therefore, are affected by trading performance and redemptions. Management
fees decreased by approximately $141,000 and $93,000 for the nine and three
months ended September 30, 1998, respectively, as compared to the same periods
in 1997 due to fluctuations in monthly Net Asset Values as described above and a
reduction in the management fee rate on the Reallocated Assets as further
discussed in Liquidity and Capital Resources above.
Incentive fees are based on the New High Net Trading Profits generated by
each Trading Manager, as defined in each Advisory Agreement among the
Partnership, the General Partner and each Trading Manager. Despite overall
Partnership trading losses, Welton, Gaiacorp and Trendlogic (the later two
Trading Managers were new to the Partnership as discussed in Liquidity and
Capital Resources above) each generated sufficient trading profits during the
nine months ended September 30, 1998 to earn incentive fees of approximately
$41,000, $10,000 and $53,000 for the nine months ended September 30, 1998,
respectively. With the exception of Welton, which earned incentive fees of
approximately $8,000 during the three months ended March 31, 1998, all 1998
incentive fees were earned during the three months ended September 30, 1998.
During the nine months ended September 30, 1997, John W. Henry & Company, Inc.,
Welton and Eclipse each generated sufficient trading profits to earn incentive
fees of $47,000, $50,000 and $110,000, respectively, which were primarily
generated during the third quarter of 1997.
General and administrative expenses for the nine and three month periods
ended September 30, 1998 decreased by approximately $20,000 and $3,000,
respectively, as compared to the same periods in 1997. These expenses include
reimbursement of costs incurred by the General Partner on behalf of the
Partnership, in addition to accounting, audit, tax and legal fees as well as
printing and postage costs related to reports sent to limited partners.
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PART II. OTHER INFORMATION
Item 1. Legal Proceedings--There are no material legal proceedings pending by or
against the Registrant or the General Partner.
Item 2. Changes in Securities--None
Item 3. Defaults Upon Senior Securities--None
Item 4. Submission of Matters to a Vote of Security Holders--None
Item 5. Other Information--None
Item 6. Exhibits and Reports on Form 8-K:
(a) Exhibits
4.1 Agreement of Limited Partnership of the Registrant, dated as
of June 8, 1989 as amended and restated as of July 21, 1989
(incorporated by reference to Exhibits 3.1 and 4.1 to the
Registrant's Annual Report on Form 10-K for the period ended
December 31, 1989)
4.2 Subscription Agreement (incorporated by reference to
Exhibit 4.2 to the Registrant's Registration Statement
on Form S-1, File No. 33-29039)
4.3 Request for Redemption (incorporated by
reference to Exhibit 4.3 to the Registrant's
Registration Statement on Form S-1, File No.
33-29039)
10.16 Advisory Agreement, dated September 1,
1998, among the Registrant, Prudential
Securities Futures Management Inc. and
Trendlogic Associates, Inc. (filed
herewith)
10.17 Advisory Agreement, dated
September 1, 1998, among the
Registrant, Prudential Securities
Futures Management Inc. and
Gaiacorp Ireland Limited (filed herewith)
10.18 Amendment to Advisory Agreement, dated September
1, 1998, among the Registrant, Prudential
Securities Futures Management Inc. and Welton
Investment Corporation (filed herewith)
27 Financial Data Schedule (filed herewith)
(b) Reports on Form 8-K--
No reports on Form 8-K were filed during the quarter.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Prudential-Bache Capital Return Futures Fund 2, L.P.
By: Prudential Securities Futures Management Inc.
A Delaware corporation, General Partner
By: /s/ Steven Carlino Date: November 13, 1998
----------------------------------------
Steven Carlino
Vice President
Chief Accounting Officer for the Registrant
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ADVISORY AGREEMENT
ADVISORY AGREEMENT (the "Agreement") effective as of the 1st
day of September, 1998 by and among Prudential-Bache Capital
Return Futures Fund 2, L.P., a Delaware limited partnership
(the "Partnership"), Prudential Securities Futures
Management Inc., a Delaware corporation (the "General
Partner") and Trendlogic Associates, Inc., a Delaware
corporation (the "Advisor").
W I T N E S S E T H :
WHEREAS, the Partnership 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 General Partner is authorized to utilize the
services of one or more professional commodity trading
advisors in connection with the Commodities trading
activities of the Partnership; and
WHEREAS, the Partnership wishes to engage the Advisor as a
commodity trading advisor to the Partnership to manage a
portion of the assets previously managed by another trading
advisor; and
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WHEREAS, the Advisor's present business includes the
management of Commodities accounts for its clients; and
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 Partnership 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 Partnership 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 Partnership 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 Partnership
("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. The Advisor's initial allocation shall
be approximately five million. 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 General Partner on
behalf of the Partnership, and specifically, to
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exercise discretion with respect to the Allocated Assets, and which
the General Partner may allocate to the Advisor in the
future (with the Advisor's consent) upon the terms 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 for
the term of this Agreement pursuant to the trading methods,
systems and strategies of its Financial-Metals Portfolio
(the Advisor's "Trading Approach") as such trading approach
is described in the Advisor's Disclosure Document dated
January 20, 1998 attached hereto as Exhibit B (the
"Disclosure Document"), receipt of which is hereby
acknowledged, subject to the Partnership's trading policies
and limitations as set forth in Exhibit C, attached hereto,
as the same may be modified or amended and provided in
writing to the Advisor from time to time (the Partnership's
"Trading Policies and Limitations"). The General Partner
and the Partnership 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 Partnership.
(b) Allocation of Responsibilities. The General Partner
will have the responsibility for the management of that
portion of the Partnership'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 in compliance with
the Trading Policies and Limitations, and in accordance with
its Trading Approach. In the event that the General Partner
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
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the Advisor violates the Partnership's Trading
Policies and Limitations, then the General Partner,
following reasonable notice appropriate under the
circumstances to the Advisor, may override such trading
instruction and the Advisor shall not be subject to
liability for the results of any such action taken by the
General Partner. Nothing herein shall be construed to
prevent the General Partner from imposing any limitation(s)
on the trading activities of the Partnership beyond those
enumerated in Exhibit C hereto if the General Partner
determines that such limitation(s) are necessary or in the
best interests of the Partnership, 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 Partnership (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 General Partner prior written notice of its
intention to utilize such different trading method or
strategy, and the General Partner consents thereto in
writing.
(d) Notification of Material Changes. The Advisor also
agrees to give the Partnership 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 Partnership) over the objection of the
General Partner, it being understood that the Advisor shall
be free to institute non-material changes in its Trading
Approach (as applied to the Partnership) without prior
written notification. Without limiting the generality of
the foregoing, refinements to the Advisor's Trading
Approach, the addition or deletion of
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<PAGE>
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 General Partner
shall not be required therefor. The Advisor agrees that it
will discuss with the General Partner 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 Partnership.
(e) Request for Information. The Advisor agrees to provide
the Partnership with any reasonable information concerning
the Advisor that the Partnership may reasonably request,
subject to receipt of adequate assurances of confidentiality
by the Partnership, including, but not limited to,
information regarding any change in control, key personnel,
Trading Approach and financial condition which the
Partnership reasonably deems to be material to the
Partnership; the Advisor also shall notify the Partnership
of any such matters the Advisor, in its reasonable judgment,
believes may be material to the Partnership relating to the
Advisor and its Trading Approach.
(f) Nondisclosure. 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 but not limited to
the Trading Approach or the identity of customers.
(g) 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
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<PAGE>
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 Partnership of this fact, and shall utilize its
reasonable best efforts to cause the error or discrepancy to
be corrected.
(h) Exculpation. The Advisor shall not be liable to the General
Partner, its officers, directors, shareholders or employees,
or any person who controls the General Partner, or the
Partnership or its partners, or any of their respective
successors or assigns under this Agreement, except by reason
of the Advisor's (including any employee, director, officer
or shareholder of the Advisor, or any persons who controls
the Advisor) acts or omissions in material breach of this
Agreement or due to its or their 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 Partnership; it being understood that
all purchases and sales of Commodities shall be for the
account and risk of the Partnership, and the Advisor shall
not incur any liability for trading profits or losses
resulting therefrom
2. Indemnification.
(a) The Advisor and each officer, director, shareholder and
employee of the Advisor shall be indemnified by the
Partnership 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 (i)
in connection with any matter relating to the Partnership's
Registration Statement No. 33-29039 or final prospectus,
dated July 21, 1989, (the "Prospectus") including all
amendments and supplements thereto, as well as any matters
relating to the Partnership prior to the effective date of
this Agreement, (ii) in connection with any acts or
omissions of the Advisor relating to
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<PAGE>
the Advisor's management of the Allocated Assets from and after the date
of this Agreement, and (iii) as a result of a material
breach of this Agreement by the Partnership or the General
Partner, provided that, with respect to (ii) (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, officers,
directors, shareholders, and each person controlling the
Advisor 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 Partnership, and (C) any such
indemnification by the Partnership will only be recoverable
from the assets of the Partnership.
(b) The Partnership shall be indemnified by the Advisor
against any Losses sustained by the Partnership directly
resulting from (i) the negligence or misconduct of, or a
material breach of this Agreement by, the Advisor or its
employees, officers, directors, shareholders, and each
person controlling the Advisor or (ii) any action or
omission to act of the Advisor or its employees, officers,
directors, shareholders, and each person controlling the
Advisor 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 Partnership.
(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, have the right to
offer to settle any matter with the approval of the
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<PAGE>
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
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<PAGE>
proceeding, if 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 Partnership, the General Partner and
Other Advisors, and shall, unless otherwise expressly
authorized, have no authority to act for or to represent the
Partnership, the General Partner or any Other Advisor in any
way or otherwise be deemed to be a general agent, joint
venturer or partner of the Partnership, the General Partner
or any Other Advisor, or in any way be responsible for the
acts or omissions of the Partnership, the General Partner or
any Other Advisor as long as it is acting independently of
such person. The parties acknowledge that the Advisor has
not been an organizer or promoter of the Partnership and has
no responsibility and shall not be subject to liability in
connection therewith.
Nothing herein contained shall be deemed to require the
Partnership or the Advisor to take any action contrary to
the Partnership's Agreement of Limited Partnership or
Certificate of Limited Partnership, or the Advisor's By-Laws
or Articles of Incorporation, respectively, or any
applicable statute, regulation or rule of any exchange or
self-regulatory organization.
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The Partnership and the General Partner 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 Partnership and the General Partner
further agree that they will keep confidential and will not
disseminate the Advisor's trading advice to the Partnership,
except as, and to the extent that, it may be determined by
the General Partner to be (i) necessary for the monitoring
of the business of the Partnership, including the
performance of brokerage services by the Partnership's
commodity broker(s), or (ii) expressly required by law or
regulation.
4. Commodity Broker. All Commodities trades for the
account of the Partnership shall be made through such
commodity broker or brokers as the General Partner 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 Partnership 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
Partnership's Trading Policies and Limitations. At the
present time it is contemplated that the Partnership 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 General Partner agree if such broker(s)
agree to "give up" all such transactions to Prudential
Securities for clearance and the General Partner's consent
to the use of such other executing brokers shall not be
unreasonably withheld. To the extent that the Partnership
determines to utilize a broker or brokers other than
Prudential Securities, it will
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<PAGE>
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 Partnership:
(a) A monthly management fee (the "Management Fee") equal
to 1/6 of 1% (approximately 2% annually) of the Allocated
Assets as of the last day of each calendar month. For
purposes of determining such Management 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 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 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, (iii) general administrative charges
attributable to the Allocated Assets, and (iv) extraordinary
expenses, if any, attributable to the Advisor.
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(c) A quarterly Incentive Fee shall be paid to the Advisor
of seventeen and one-half percent (17.5%) 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.
"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 the most recent 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
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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
Partnership 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,
(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 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 Article X
of the Partnership's Agreement of Limited Partnership.
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 bears to the Partnership's Net Asset Value. The
loss adjustment referred to in clause (ii)(2) and (3) 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
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the Partnership'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 they
are payable. If an Incentive Fee shall have been paid by
the Partnership 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
Partnership carries an account for transactions executed in
the Partnership'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 July 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
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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 Partnership'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 Partnership is
terminated. This Agreement shall terminate automatically
with respect to the Advisor, upon notice from the General
Partner, without affecting the continuation of this
Agreement with any Other Advisor in the event that the
Advisor's allocable percentage of the Partnership's Net
Asset Value at the close of 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 Allocated Assets on the date it commences Commodities
trading activities for the Partnership, 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 Partnership's Net Asset
Value 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 trading 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 dollar for dollar.
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(c) Optional Termination Right of Partnership. This
Agreement may be terminated at any time in the sole
discretion of the General Partner upon at least one business
day prior written notice to the Advisor. The General
Partner 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 (1) upon
written notice to the General Partner at least thirty (30)
days' prior to the end of this Agreement; and (2) upon
thirty (30) days' prior written notice to the General
Partner in the event (i) of the receipt by the Advisor of an
opinion of independent counsel satisfactory to the Advisor
and the Partnership that by reason of the Advisor's
activities with respect to the Partnership, the Advisor is
required to register as an investment adviser under the
Investment Advisers Act of 1940; (ii) that the registration
of the General Partner as a commodity pool operator under
the CE Act, or its NFA membership as a commodity pool
operator is revoked, suspended, terminated or not renewed;
(iii) the General Partner 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 Partnership's Net Asset Value or the General Partner
overrides a trading instruction of the Advisor; (iv) if the
Allocated Assets decreases, for any reason other than
trading losses, to less than $1,000,000; (v) the General
Partner elects (pursuant to Section 1 of this Agreement) to
have the Advisor use a different Trading Approach in the
Advisor's management of Partnership assets from that which
the Advisor is then using to manage such assets and the
Advisor objects to using such different Trading Approach;
(vi) there is an unauthorized assignment of this Agreement
by the Partnership or the General Partner; or (vii) other
good cause is shown and the written consent of the General
Partner is obtained (which shall not be withheld
unreasonably).
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<PAGE>
(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 Partnership 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 had its portion of the Partnership'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. Initial Allocation, Additional Allocations, and
Reallocations. Initially, the Allocated Assets will equal
approximately five million in cash, as of the effective
date of this Agreement. Thereafter, subject to Section
11(a) below, the Partnership 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 Partnership allocates
additional capital to the Advisor or reallocates capital
away from the Advisor, the Partnership will give the Advisor
written notice of such changes and the amount of the then
current Allocated Assets once the change has been effected.
8. Liquidation of Positions.
The Advisor agrees to liquidate open positions in the amount
that the General Partner informs the Advisor, in writing via
facsimile transmission or other equivalent means, that the
General Partner considers necessary or advisable to
liquidate in order to (i) effect any
17
<PAGE>
termination or
reallocation pursuant to Sections 6 or 7, respectively, or
(ii) fund its pro rata share of any redemption, distribution
or Partnership expense. The General Partner 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 General Partner 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) business days'
prior notice. In the event that losses incurred by the
Advisor exceed the assets allocated to the Advisor, the
General Partner 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) 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 Partnership for such other
accounts so long as the Advisor's ability to carry out its
obligations and duties to the Partnership pursuant to this
Agreement is not materially impaired thereby. In addition,
the Advisor and its 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 Partnership is not materially impaired
thereby.
(b) Furthermore, so long as the Advisor is performing
services for the Partnership, 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
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<PAGE>
Advisor having to modify materially its
agreed upon Trading Approach being used for the Partnership
in a manner which might reasonably be expected to have a
material adverse effect on the Partnership (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 Partnership, 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 Partnership. The preceding
sentence shall not be interpreted to preclude inter alia (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 any
agreed upon Trading Approach 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 General Partner with an
explanation of the differences, if any, in performance
between the Partnership 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 General Partner, the
Advisor shall permit the General Partner to review at the
Advisor's offices during normal business hours such trading
records as it reasonably may request for the purpose of
confirming that the Partnership
19
<PAGE>
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
General Partner 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 Partnership and the General
Partner 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 Partnership's Commodities
positions with the positions of any other accounts it owns
or controls for purposes of applying the speculative
position limits of the CFTC, any exchange, self-regulatory
body, or governmental authority, the Advisor promptly will
notify the General Partner if the Partnership'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 Partnership and its other
accounts in a good faith effort to achieve an equitable
treatment of all accounts. The Advisor presently believes
that its Trading Approach for the management of the
Partnership's account can be implemented for the benefit of
the Partnership notwithstanding the possibility that, from
time to time, speculative position limits may become
applicable.
20
<PAGE>
11. Redemptions, Distributions and Reallocations.
(a) The General Partner agrees to give the Advisor at least
three (3) business days' prior notice of any proposed
redemptions, distributions or reallocations.
(b) Redemptions and distributions shall be charged against
the various Partnership accounts managed by its trading
advisors, including the Advisor, in such proportions as the
General Partner, in its discretion, determines to be in the
Partnership's best interests.
12. Brokerage Confirmations and Reports. The General
Partner will instruct the Partnership'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 Partnership's assets under the
management of the Advisor. The Advisor will maintain
records and will monitor all open positions relating
thereto; provided, however, that except as provided in
Section 1(g) hereof, the Advisor shall not be responsible
for any brokerage errors. The General Partner 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 partners, the Securities and Exchange
Commission ("SEC"), the CFTC and the NFA. The Advisor
shall, at the General Partner's request, provide the General
Partner with copies of all trade confirmations, daily equity
runs, monthly trading reports or other reports sent to the
Advisor by the Partnership's commodity broker regarding the
Partnership, and in the Advisor's possession or control, as
the General Partner deems appropriate, if the General
Partner cannot obtain such copies on its own behalf. Upon
request, the General Partner will provide the Advisor with
21
<PAGE>
accurate information with respect to the Partnership'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 corporate capacity and authority to enter into
this Agreement, and to provide the services required of it
hereunder;
(b) On the date hereof, it is, and during the term of this
Agreement, it will be a duly formed and validly existing
corporation, 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;
(c) It will not by entering into this Agreement and by acting as
a commodity trading advisor to the Partnership, (i) be
required to take any action contrary to its incorporating
documents, 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;
22
<PAGE>
(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, and has
complied, and will continue to comply, with all laws, rules
and regulations having application to its business,
including but not limited to rules and regulations
promulgated by the CFTC and NFA;
(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 Partnership 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;
The Allocated Assets 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
Partnership;
(g) Neither the Advisor nor its stockholders, directors,
officers, employees, agents, principals 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 partners of the Partnership; nor (ii) shall solicit
any person it or they know is a limited partner of the
Partnership for the purpose of soliciting commodity business
from such limited partner, unless such limited partner shall
have first contacted the Advisor or is already a client of
the Advisor
23
<PAGE>
or a prospective client with which the Advisor
has commenced discussions or is introduced or referred to
the Advisor by an unaffiliated agent other than in violation
of clause (i);
(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 not pending, or to the best of its knowledge,
threatened or contemplated, any action, suit or proceeding
before any court or arbitration panel, or before or by any
governmental, administrative or self-regulatory body, to
which the Advisor or its stockholders, directors, officers,
employees, agents, principals 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 Partnership, 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 exchange,
which investigation reasonably might be expected to (1)
materially impair its ability to discharge its obligations
to the Partnership, or (2) result in a matter which would
require disclosure in its Disclosure Document which has not
been so disclosed;
24
<PAGE>
(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 Partnership in writing thereof.
14. The General Partner's Representations and Warranties.
The General Partner represents and warrants on behalf of the
Partnership and itself that:
(a) It has full corporate and other capacity and authority
to enter into this Agreement;
(b) It will not, by acting as general partner to the
Partnership or by entering into this Agreement, (i) be
required to take any action contrary to its incorporating or
partnership 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 Partnership is
a party or by which it or the Partnership is bound or (B)
any order of any court or governmental or regulatory agency
having jurisdiction over
25
<PAGE>
the Partnership or the General
Partner, which in the case of (i) or (ii) would materially
limit or materially adversely affect the performance of its
or the Partnership's duties under this Agreement;
(c) The Partnership and the General Partner have obtained
all required governmental and regulatory licenses,
registrations and approvals required by law as may be
necessary to act as described in the Partnership'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 General Partner will maintain and renew the
foregoing registrations, licenses, memberships and
approvals, as appropriate, during the term of this
Agreement;
(d) The Partnership and the General Partner have complied,
and will continue to comply, with all laws, rules and
regulations having application to its or their business,
including but not limited to rules and regulations
promulgated by the CFTC and NFA, and there are no actions,
suits or proceedings pending or, to the best of the
knowledge of the Partnership or the General Partner,
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 Partnership or the
General Partner to comply with, and perform their
obligations under, this Agreement;
26
<PAGE>
(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;
(f) On the date hereof, it is, and during the term of this
Agreement, it will be (i) in the case of the Partnership, a
duly formed and validly existing limited partnership, and
(ii) in the case of the General Partner, 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;
(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 Partnership's Units 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 Units was issued by the SEC,
the CFTC or the NFA. The Partnership'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
27
<PAGE>
representation and warranty shall not apply to any
statements or omissions made in reliance upon and in
conformity with information furnished to the General
Partner, the Partnership or to Prudential Securities by or
on behalf of the Advisor specifically for use in the
Registration Statement or Prospectus, supplement thereto, or
monthly report; and
(h) The Partnership's offering of its Units has terminated and
there are not currently, and will not be in the future, any
offering materials in use by the Partnership or the General
Partner in connection with the offer or sale of Units in the
Partnership.
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 General Partner
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 Units.
17. Amendment or Modification. This Agreement may not be
amended or modified except by the written consent of the
parties hereto.
28
<PAGE>
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 facsimile transmission, 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 General Partner: If to the Partnership:
Prudential Securities Futures Prudential-Bache Capital Return
Management Inc. Futures Fund 2, L.P.
One New York Plaza, 14th floor c/o Prudential Securities Futures
Management Inc.
New York, New York 10292-2585 One New York Plaza, 14th floor
Attention: Eleanor L. Thomas New York, New York 10292-2585
Facsimile: (212) 778-3694 Attention: Eleanor L. Thomas
Facsimile: (212) 778-3694
and in either case with a copy to:
Prudential Securities Incorporated
One New York Plaza, 14th Floor
New York, New York 10292-2585
Attention: Eleanor L. Thomas
Facsimile: (212) 778-3694
and, with respect to legal notices, a copy to:
Rosenman & Colin LLP
575 Madison Avenue
New York, New York 10022
Attention: Fred M. Santo, Esq.
Facsimile: (212) 940-8720
If to the Advisor:
29
<PAGE>
Trendlogic Associates, Inc.
One Fawcett Place
Greenwich, Connecticut 06830
Attention: Richard Semels
Facsimile: 203-629-4725
and, with respect to legal notices, a copy to:
Dorsey & Whitney LLP
250 Park Avenue
New York, New York 10177
Attention: Michael F. Griffin, Esq.
Facsimile: (212) 953-7201
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.
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 General Partner with a copy of all
modifications to its Disclosure Document when available for
distribution. Upon receipt of any modified Disclosure
Document by the General Partner, the General Partner will
provide the Advisor with an acknowledgement of receipt
thereof.
30
<PAGE>
22. Promotional Literature. The parties agree that prior to
using any promotional or other material in which reference
to the other parties hereto is made (including reports to
clients), 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.
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.
31
<PAGE>
IN WITNESS WHEREOF, this Agreement has been executed for and
on behalf of the undersigned.
PRUDENTIAL-BACHE CAPITAL PRUDENTIAL SECURITIES FUTURES
RETURN FUTURES FUND 2, L.P. MANAGEMENT INC.
By: PRUDENTIAL SECURITIES FUTURES By: /s/ Guy S. Scarpaci
MANAGEMENT INC., --------------------------
Guy S. Scarpaci, Director
By: /s/ Eleanor L. Thomas
---------------------------------
Eleanor L. Thomas, Vice-President
TRENDLOGIC ASSOCIATES, INC.
By: /s/ I. Richard Semels
------------------------------
I. Richard Semels, President
32
PAGE
<PAGE>
EXHIBIT A
"Net Asset Value" of the Partnership's assets 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 Partnership,
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:
(a) Net Asset Value shall include any unrealized profit or
loss on open Commodities Positions, and any other credit or
debit accruing to the Partnership but unpaid or not received
by the Partnership.
(b) 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 Partnership 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
General Partner may in its discretion value any assets of
the Partnership pursuant to such other principles as it may
deem fair and equitable.
(c) Interest earned on the Partnership's commodity brokerage
account shall be accrued at least monthly; and
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<PAGE>
(d) The amount of any distribution made pursuant to Article
VIII of the Partnership's Partnership Agreement shall be a
liability of the Partnership from the day when the
distribution is declared until it is paid.
34
<PAGE>
<PAGE>
EXHIBIT B
DISCLOSURE DOCUMENT
OF
TRENDLOGIC ASSOCIATES, INC.
A Delaware corporation registered under
the Commodity Exchange Act, as amended,
as a commodity trading advisor.
One Fawcett Place
Greenwich, Connecticut 06830
(203) 625-4809
January 20, 1998
<PAGE>
<PAGE>
EXHIBIT C
Trading Limitations
The Partnership 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
Partnership's Commodities positions or obtaining lines of
credit for the trading of forward contracts; provided,
however, that the Partnership is prohibited from incurring
any indebtedness on a non-recourse basis); (iii) permit
rebates or give-ups to be received by the General Partner or
its affiliates, or permit the General Partner 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 Partnership; (v) commingle its
assets, except as permitted by law; or (vi) permit the
churning of its commodity accounts.
The Partnership 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 Partnership, which
currently are as follows:
(1) Partnership funds will generally be invested in
futures, forward and option contracts which are traded in
sufficient volume to permit taking and liquidating
positions.
(2) Stop or limit orders may, in the Advisor's discretion,
be given with respect to initiating or liquidating positions
in order 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.
(3) 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.
(4) The Partnership may occasionally make or accept
delivery of a commodity, including, without limitation,
currencies.
(5) The Partnership will, from time to time, employ trading
techniques such as spreads, straddles and conversions.
<PAGE>
(6) The Advisor will not initiate open positions which
would result in net long or short positions requiring 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.
(7) To the extent the Advisors causes the Partnership to
engage in transactions in foreign currency forward contracts
other than with or through Prudential Securities or its
affiliates, the Partnership 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.
The General Partner will be responsible for the management
of non-Commodities assets, with the assistance of Prudential
Securities or other affiliates. At least 75% of the
Partnership's Net Asset Value will be maintained in
interest-bearing U.S. Treasury obligations (primarily U.S.
Treasury bills), a significant portion of which will be
utilized for margin purposes (to the extent practicable) for
the Partnership's Commodities positions. All interest
earned on such funds will be paid to the Partnership. The
balance of the Partnership's Net Asset Value will be held in
cash (to avoid the daily buying and selling of
interest-bearing obligations and to pay ongoing expenses).
<PAGE>
ADVISORY AGREEMENT
ADVISORY AGREEMENT (the "Agreement") effective as of the 1st
day of September, 1998 by and among Prudential-Bache Capital
Return Futures Fund 2, L.P., a Delaware limited partnership
(the "Partnership"), Prudential Securities Futures
Management Inc., a Delaware corporation (the "General
Partner") and Gaiacorp Ireland Limited, an Irish company
(the "Advisor").
W I T N E S S E T H :
WHEREAS, the Partnership 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 General Partner is authorized to utilize the
services of one or more professional commodity trading
advisors in connection with the Commodities trading
activities of the Partnership; and
WHEREAS, the Partnership wishes to engage the Advisor as a
commodity trading advisor to the Partnership to manage a
portion of the assets previously managed by another trading
advisor; and
<PAGE>
WHEREAS, the Advisor's present business includes the
management of Commodities accounts for its clients; and
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 Partnership 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 Partnership 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 Partnership 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 Partnership
("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. The Advisor's initial allocation shall
be approximately $6.6 million. 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 General Partner on
behalf of the Partnership, and specifically, to exercise
discretion with respect to the
<PAGE>
Allocated Assets, and which the General Partner may
allocate to the Advisor in the
future (with the Advisor's consent) upon the terms 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 for
the term of this Agreement pursuant to the trading methods,
systems and strategies of GAIA 25% Risk Program (the
Advisor's "Trading Approach") as such trading approach is
described in the Advisor's Disclosure Document dated August
1, 1998 attached hereto as Exhibit B (the "Disclosure
Document"), receipt of which is hereby acknowledged, subject
to the Partnership's trading policies and limitations as set
forth in Exhibit C, attached hereto, as the same may be
modified or amended and provided in writing to the Advisor
from time to time (the Partnership's "Trading Policies and
Limitations"). The General Partner and the Partnership
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 Partnership.
(b) Allocation of Responsibilities. The General Partner
will have the responsibility for the management of that
portion of the Partnership'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 in compliance with
the Trading Policies and Limitations, and in accordance with
its Trading Approach. In the event that the General Partner
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
<PAGE>
the Advisor violates the Partnership's Trading
Policies and Limitations, then the General Partner,
following reasonable notice appropriate under the
circumstances to the Advisor, may override such trading
instruction and the Advisor shall not be subject to
liability for the results of any such action taken by the
General Partner. Nothing herein shall be construed to
prevent the General Partner from imposing any limitation(s)
on the trading activities of the Partnership beyond those
enumerated in Exhibit C hereto if the General Partner
determines that such limitation(s) are necessary or in the
best interests of the Partnership, 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 Partnership (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 General Partner prior written notice of its
intention to utilize such different trading method or
strategy, and the General Partner consents thereto in
writing.
(d) Notification of Material Changes. The Advisor also
agrees to give the Partnership 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 Partnership) over the objection of the
General Partner, it being understood that the Advisor shall
be free to institute non-material changes in its Trading
Approach (as applied to the Partnership) without prior
written notification. Without limiting the generality of
the foregoing, refinements to the Advisor's Trading
Approach, the addition or deletion of
<PAGE>
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 General Partner
shall not be required therefor. The Advisor agrees that it
will discuss with the General Partner 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 Partnership.
<PAGE>
(e) Request for Information. The Advisor agrees to provide
the Partnership with any reasonable information concerning
the Advisor that the Partnership may reasonably request,
subject to receipt of adequate assurances of confidentiality
by the Partnership, including, but not limited to,
information regarding any change in control, key personnel,
Trading Approach and financial condition which the
Partnership reasonably deems to be material to the
Partnership; the Advisor also shall notify the Partnership
of any such matters the Advisor, in its reasonable judgment,
believes may be material to the Partnership relating to the
Advisor and its Trading Approach.
(f) Nondisclosure. 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 but not limited to
the Trading Approach or the identity of customers.
(g) 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
<PAGE>
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 Partnership of this fact, and shall utilize its
reasonable best efforts to cause the error or discrepancy to
be corrected.
(h) Exculpation. The Advisor shall not be liable to the General
Partner, its officers, directors, shareholders or employees,
or any person who controls the General Partner, or the
Partnership or its partners, or any of their respective
successors or assigns under this Agreement, except by reason
of the Advisor's (including any employee, director, officer
or shareholder of the Advisor, or any persons who controls
the Advisor) acts or omissions in material breach of this
Agreement or due to its or their 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 Partnership; it being understood that
all purchases and sales of Commodities shall be for the
account and risk of the Partnership, and the Advisor shall
not incur any liability for trading profits or losses
resulting therefrom
2. Indemnification.
(a) The Advisor and each officer, director, shareholder and
employee of the Advisor shall be indemnified by the
Partnership 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 (i)
in connection with any matter relating to the Partnership's
Registration Statement No. 33-29039 or final prospectus,
dated July 21, 1989, (the "Prospectus") including all
amendments and supplements thereto, as well as any matters
relating to the Partnership prior to the effective date of
this Agreement, (ii) in connection with any acts or
omissions of the Advisor relating to
<PAGE>
the Advisor's management of the Allocated Assets from and after
the date of this Agreement, and (iii) as a result of a material
breach of this Agreement by the Partnership or the General
Partner, provided that, with respect to (ii) (A) such Losses
were not the direct result of negligence, willful misconduct
or a material breach of this Agreement on the part of the
Advisor, (B) the Advisor and its employees, officers,
directors, shareholders, and each person controlling the
Advisor 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 Partnership, and (C) any such
indemnification by the Partnership will only be recoverable
from the assets of the Partnership.
(b) The Partnership shall be indemnified by the Advisor
against any Losses sustained by the Partnership directly
resulting from (i) the negligence or misconduct of, or a
material breach of this Agreement by, the Advisor or its
employees, officers, directors, shareholders, and each
person controlling the Advisor or (ii) any action or
omission to act of the Advisor or its employees, officers,
directors, shareholders, and each person controlling the
Advisor 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 Partnership.
(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, have the right to
offer to settle any matter with the approval of the
<PAGE>
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
<PAGE>
proceeding, if 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 Partnership, the General Partner and
Other Advisors, and shall, unless otherwise expressly
authorized, have no authority to act for or to represent the
Partnership, the General Partner or any Other Advisor in any
way or otherwise be deemed to be a general agent, joint
venturer or partner of the Partnership, the General Partner
or any Other Advisor, or in any way be responsible for the
acts or omissions of the Partnership, the General Partner or
any Other Advisor as long as it is acting independently of
such person. The parties acknowledge that the Advisor has
not been an organizer or promoter of the Partnership and has
no responsibility and shall not be subject to liability in
connection therewith.
Nothing herein contained shall be deemed to require the
Partnership or the Advisor to take any action contrary to
the Partnership's Agreement of Limited Partnership or
Certificate of Limited Partnership, or the Advisor's
organizational documents, respectively, or any applicable
statute, regulation or rule of any exchange or
self-regulatory organization.
The Partnership and the General Partner acknowledge that the
Advisor's Trading Approach is its confidential property.
Nothing in this Agreement shall require the
<PAGE>
Advisor to disclose the confidential or proprietary details of its
Trading Approach. The Partnership and the General Partner
further agree that they will keep confidential and will not
disseminate the Advisor's trading advice to the Partnership,
except as, and to the extent that, it may be determined by
the General Partner to be (i) necessary for the monitoring
of the business of the Partnership, including the
performance of brokerage services by the Partnership's
commodity broker(s), or (ii) expressly required by law or
regulation.
4. Commodity Broker. All Commodities trades for the
account of the Partnership shall be made through such
commodity broker or brokers as the General Partner 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 Partnership 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
Partnership's Trading Policies and Limitations. At the
present time it is contemplated that the Partnership 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 General Partner agree if such broker(s)
agree to "give up" all such transactions to Prudential
Securities for clearance and the General Partner's consent
to the use of such other executing brokers shall not be
unreasonably withheld. To the extent that the Partnership
determines to utilize a broker or brokers other than
Prudential Securities, 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.
<PAGE>
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 Partnership:
(a) A monthly management fee (the "Management Fee") equal
to 1/6 of 1% (approximately 2% annually) of the Allocated
Assets as of the last day of each calendar month. For
purposes of determining such Management 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 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 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, (iii) general administrative charges
attributable to the Allocated Assets, and (iv) 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
<PAGE>
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.
<PAGE>
"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 the most recent 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
<PAGE>
or payable by the
Partnership 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,
(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 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 Article X
of the Partnership's Agreement of Limited Partnership.
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 bears to the Partnership's Net Asset Value. The
loss adjustment referred to in clause (ii)(2) and (3) 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 Partnership'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
<PAGE>
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 they
are payable. If an Incentive Fee shall have been paid by
the Partnership 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
Partnership carries an account for transactions executed in
the Partnership'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 July 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
<PAGE>
(i) any reallocation of Partnership'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 Partnership is
terminated. This Agreement shall terminate automatically
with respect to the Advisor, upon notice from the General
Partner, without affecting the continuation of this
Agreement with any Other Advisor in the event that the
Advisor's allocable percentage of the Partnership's Net
Asset Value at the close of 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 Allocated Assets on the date it commences Commodities
trading activities for the Partnership, 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 Partnership's Net Asset
Value 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 trading 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 dollar for dollar.
(c) Optional Termination Right of Partnership. This
Agreement may be terminated at any time in the sole
discretion of the General Partner upon at least one business
<PAGE>
day prior written notice to the Advisor. The General
Partner 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 (1) upon
written notice to the General Partner at least thirty (30)
days' prior to the end of this Agreement; and (2) upon
thirty (30) days' prior written notice to the General
Partner in the event (i) of the receipt by the Advisor of an
opinion of independent counsel satisfactory to the Advisor
and the Partnership that by reason of the Advisor's
activities with respect to the Partnership, the Advisor is
required to register as an investment adviser under the
Investment Advisers Act of 1940; (ii) that the registration
of the General Partner as a commodity pool operator under
the CE Act, or its NFA membership as a commodity pool
operator is revoked, suspended, terminated or not renewed;
(iii) the General Partner 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 Partnership's Net Asset Value or the General Partner
overrides a trading instruction of the Advisor; (iv) if the
Allocated Assets decreases, for any reason other than
trading losses, to less than $1,000,000; (v) the General
Partner elects (pursuant to Section 1 of this Agreement) to
have the Advisor use a different Trading Approach in the
Advisor's management of Partnership assets from that which
the Advisor is then using to manage such assets and the
Advisor objects to using such different Trading Approach;
(vi) there is an unauthorized assignment of this Agreement
by the Partnership or the General Partner; or (vii) other
good cause is shown and the written consent of the General
Partner is obtained (which shall not be withheld
unreasonably).
<PAGE>
(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 Partnership 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 had its portion of the Partnership'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. Initial Allocation, Additional Allocations, and
Reallocations. Initially, the Allocated Assets will equal
approximately $6.6 in cash, as of the effective date of this
Agreement. Thereafter, subject to Section 11(a) below, the
Partnership 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 Partnership allocates additional capital to the
Advisor or reallocates capital away from the Advisor, the
Partnership will give the Advisor written notice of such
changes and the amount of the then current Allocated Assets
once the change has been effected.
8. Liquidation of Positions.
The Advisor agrees to liquidate open positions in the amount
that the General Partner informs the Advisor, in writing via
facsimile transmission or other equivalent means, that the
General Partner considers necessary or advisable to
liquidate in order to (i) effect any
<PAGE>
termination or reallocation pursuant to Sections 6 or 7, respectively,
or (ii) fund its pro rata share of any redemption, distribution
or Partnership expense. The General Partner 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 General Partner 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) business days'
prior notice. In the event that losses incurred by the
Advisor exceed the assets allocated to the Advisor, the
General Partner 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) 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 Partnership for such other
accounts so long as the Advisor's ability to carry out its
obligations and duties to the Partnership pursuant to this
Agreement is not materially impaired thereby. In addition,
the Advisor and its 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 Partnership is not materially impaired
thereby.
(b) Furthermore, so long as the Advisor is performing
services for the Partnership, 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
<PAGE>
Advisor having to modify materially its
agreed upon Trading Approach being used for the Partnership
in a manner which might reasonably be expected to have a
material adverse effect on the Partnership (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 Partnership, 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 Partnership. The preceding
sentence shall not be interpreted to preclude inter alia (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 any
agreed upon Trading Approach 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 General Partner with an
explanation of the differences, if any, in performance
between the Partnership 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 General Partner, the
Advisor shall permit the General Partner to review at the
Advisor's offices during normal business hours such trading
records as it reasonably may request for the purpose of
confirming that the Partnership
<PAGE>
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
General Partner 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 Partnership and the General
Partner 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 Partnership's Commodities
positions with the positions of any other accounts it owns
or controls for purposes of applying the speculative
position limits of the CFTC, any exchange, self-regulatory
body, or governmental authority, the Advisor promptly will
notify the General Partner if the Partnership'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 Partnership and its other
accounts in a good faith effort to achieve an equitable
treatment of all accounts. The Advisor presently believes
that its Trading Approach for the management of the
Partnership's account can be implemented for the benefit of
the Partnership notwithstanding the possibility that, from
time to time, speculative position limits may become
applicable.
<PAGE>
11. Redemptions, Distributions and Reallocations.
(a) The General Partner agrees to give the Advisor at least
three (3) business days' prior notice of any proposed
redemptions, distributions or reallocations.
(b) Redemptions and distributions shall be charged against
the various Partnership accounts managed by its trading
advisors, including the Advisor, in such proportions as the
General Partner, in its discretion, determines to be in the
Partnership's best interests.
12. Brokerage Confirmations and Reports. The General
Partner will instruct the Partnership'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 Partnership's assets under the
management of the Advisor. The Advisor will maintain
records and will monitor all open positions relating
thereto; provided, however, that except as provided in
Section 1(g) hereof, the Advisor shall not be responsible
for any brokerage errors. The General Partner 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 partners, the Securities and Exchange
Commission ("SEC"), the CFTC and the NFA. The Advisor
shall, at the General Partner's request, provide the General
Partner with copies of all trade confirmations, daily equity
runs, monthly trading reports or other reports sent to the
Advisor by the Partnership's commodity broker regarding the
Partnership, and in the Advisor's possession or control, as
the General Partner deems appropriate, if the General
Partner cannot obtain such copies on its own behalf. Upon
request, the General Partner will provide the Advisor with
<PAGE>
accurate information with respect to the Partnership'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 corporate capacity and authority to enter into
this Agreement, and to provide the services required of it
hereunder;
(b) On the date hereof, it is, and during the term of this
Agreement, it will be 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 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 Partnership, (i) be
required to take any action contrary to its incorporating
documents, 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;
<PAGE>
(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, and has
complied, and will continue to comply, with all laws, rules
and regulations having application to its business,
including but not limited to rules and regulations
promulgated by the CFTC and NFA;
(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 Partnership 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 Allocated Assets 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
Partnership;
(g) Neither the Advisor nor its stockholders, directors,
officers, employees, agents, principals 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 partners of the Partnership; nor (ii) shall solicit
any person it or they know is a limited partner of the
Partnership for the purpose of soliciting commodity business
from such limited partner, unless such limited partner shall
have first contacted the Advisor or is already a client of
the Advisor
<PAGE>
or a prospective client with which the Advisor
has commenced discussions or is introduced or referred to
the Advisor by an unaffiliated agent other than in violation
of clause (i);
(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) David Walsh devotes, and will continue to devote during the
term of this Agreement, such portion of his time to the
trading activities of, and the conduct of the business of,
the Advisor as he shall reasonably believe is necessary and
appropriate; and
(j) there is not pending, or to the best of its knowledge,
threatened or contemplated, any action, suit or proceeding
before any court or arbitration panel, or before or by any
governmental, administrative or self-regulatory body, to
which the Advisor or its stockholders, directors, officers,
employees, agents, principals 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 Partnership, 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 exchange,
which investigation reasonably might be expected to (1)
materially impair its ability to discharge its obligations
to the Partnership, or
<PAGE>
(2) result in a matter which would
require disclosure in its Disclosure Document which has not
been so disclosed;
(k) 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
(l) 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 Partnership in writing thereof.
14. The General Partner's Representations and Warranties.
The General Partner represents and warrants on behalf of the
Partnership and itself that:
(a) It has full corporate and other capacity and authority
to enter into this Agreement;
(b) It will not, by acting as general partner to the
Partnership or by entering into this Agreement, (i) be
required to take any action contrary to its incorporating or
partnership 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,
<PAGE>
regulation, to which it or the Partnership is
a party or by which it or the Partnership is bound or (B)
any order of any court or governmental or regulatory agency
having jurisdiction over the Partnership or the General
Partner, which in the case of (i) or (ii) would materially
limit or materially adversely affect the performance of its
or the Partnership's duties under this Agreement;
(c) The Partnership and the General Partner have obtained
all required governmental and regulatory licenses,
registrations and approvals required by law as may be
necessary to act as described in the Partnership'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 General Partner will maintain and renew the
foregoing registrations, licenses, memberships and
approvals, as appropriate, during the term of this
Agreement;
(d) The Partnership and the General Partner have complied,
and will continue to comply, with all laws, rules and
regulations having application to its or their business,
including but not limited to rules and regulations
promulgated by the CFTC and NFA, and there are no actions,
suits or proceedings pending or, to the best of the
knowledge of the Partnership or the General Partner,
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 Partnership or the
General Partner to comply with, and perform their
obligations under, this Agreement;
<PAGE>
(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;
(f) On the date hereof, it is, and during the term of this
Agreement, it will be (i) in the case of the Partnership, a
duly formed and validly existing limited partnership, and
(ii) in the case of the General Partner, 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;
(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 Partnership's Units 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 Units was issued by the SEC,
the CFTC or the NFA. The Partnership'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
<PAGE>
representation and warranty shall not apply to any
statements or omissions made in reliance upon and in
conformity with information furnished to the General
Partner, the Partnership or to Prudential Securities by or
on behalf of the Advisor specifically for use in the
Registration Statement or Prospectus, supplement thereto, or
monthly report; and
(h) The Partnership's offering of its Units has terminated and
there are not currently, and will not be in the future, any
offering materials in use by the Partnership or the General
Partner in connection with the offer or sale of Units in the
Partnership.
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 General Partner
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 Units.
17. Amendment or Modification. This Agreement may not be
amended or modified except by the written consent of the
parties hereto.
<PAGE>
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 facsimile transmission, 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 General Partner: If to the Partnership:
Prudential Securities Futures Prudential-Bache Capital Return
Management Inc. Futures Fund 2, L.P.
One New York Plaza, 14th floor c/o Prudential Securities Futures
Management Inc.
New York, New York 10292-2585 One New York Plaza, 14th floor
Attention: Eleanor L. Thomas New York, New York 10292-2585
Facsimile: (212) 778-3694 Attention: Eleanor L. Thomas
Facsimile: (212) 778-3694
and in either case with a copy to:
Prudential Securities Incorporated
One New York Plaza, 14th Floor
New York, New York 10292-2585
Attention: Eleanor L. Thomas
Facsimile: (212) 778-3694
and, with respect to legal notices, a copy to:
Rosenman & Colin LLP
575 Madison Avenue
New York, New York 10022
Attention: Fred M. Santo, Esq.
Facsimile: (212) 940-8720
If to the Advisor:
<PAGE>
Gaiacorp Ireland Limited
10 Lower Mount Street
Dublin 2
Ireland
Attention: David Walsh
Facsimile: +1-353-1-607-5177
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.
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 General Partner with a copy of all
modifications to its Disclosure Document when available for
distribution. Upon receipt of any modified Disclosure
Document by the General Partner, the General Partner will
provide the Advisor with an acknowledgement of receipt
thereof.
22. Promotional Literature. The parties agree that prior to
using any promotional or other material in which reference
to the other parties hereto is made (including reports to
clients), 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
<PAGE>
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.
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.
<PAGE>
IN WITNESS WHEREOF, this Agreement has been executed for and
on behalf of the undersigned.
PRUDENTIAL-BACHE CAPITAL PRUDENTIAL SECURITIES FUTURES
RETURN FUTURES FUND 2, L.P. MANAGEMENT INC.
By: PRUDENTIAL SECURITIES FUTURES By: /s/ Guy S. Scarpaci
MANAGEMENT INC., --------------------------
Guy S. Scarpaci, Director
By: /s/ Eleanor L. Thomas
-----------------------------
Eleanor L. Thomas, Vice-President
GAIACORP IRELAND LIMITED
By: /s/ David Walsh
----------------------------------
David Walsh, an Authorized Person
PAGE
<PAGE>
EXHIBIT A
"Net Asset Value" of the Partnership's assets 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 Partnership,
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:
(a) Net Asset Value shall include any unrealized profit or
loss on open Commodities Positions, and any other credit or
debit accruing to the Partnership but unpaid or not received
by the Partnership.
(b) 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 Partnership 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
General Partner may in its discretion value any assets of
the Partnership pursuant to such other principles as it may
deem fair and equitable.
(c) Interest earned on the Partnership's commodity brokerage
account shall be accrued at least monthly; and
<PAGE>
(d) The amount of any distribution made pursuant to Article
VIII of the Partnership's Partnership Agreement shall be a
liability of the Partnership from the day when the
distribution is declared until it is paid.
<PAGE>
EXHIBIT B
GAIACORP IRELAND LIMITED
-------------------------
Disclosure Document
This Disclosure Document is dated 1st August 1998
<PAGE>
<PAGE>
EXHIBIT C
Trading Limitations
The Partnership 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
Partnership's Commodities positions or obtaining lines of
credit for the trading of forward contracts; provided,
however, that the Partnership is prohibited from incurring
any indebtedness on a non-recourse basis); (iii) permit
rebates or give-ups to be received by the General Partner or
its affiliates, or permit the General Partner 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 Partnership; (v) commingle its
assets, except as permitted by law; or (vi) permit the
churning of its commodity accounts.
The Partnership 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 Partnership, which
currently are as follows:
(1) Partnership funds will generally be invested in
futures, forward and option contracts which are traded in
sufficient volume to permit taking and liquidating
positions.
(2) Stop or limit orders may, in the Advisor's discretion,
be given with respect to initiating or liquidating positions
in order 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.
(3) 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.
(4) The Partnership may occasionally make or accept
delivery of a commodity, including, without limitation,
currencies.
(5) The Partnership will, from time to time, employ trading
techniques such as spreads, straddles and conversions.
<PAGE>
(6) The Advisor will not initiate open positions which
would result in net long or short positions requiring 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.
(7) To the extent the Advisors causes the Partnership to
engage in transactions in foreign currency forward contracts
other than with or through Prudential Securities or its
affiliates, the Partnership 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.
The General Partner will be responsible for the management
of non-Commodities assets, with the assistance of Prudential
Securities or other affiliates. At least 75% of the
Partnership's Net Asset Value will be maintained in
interest-bearing U.S. Treasury obligations (primarily U.S.
Treasury bills), a significant portion of which will be
utilized for margin purposes (to the extent practicable) for
the Partnership's Commodities positions. All interest
earned on such funds will be paid to the Partnership. The
balance of the Partnership's Net Asset Value will be held in
cash (to avoid the daily buying and selling of
interest-bearing obligations and to pay ongoing expenses).
<PAGE>
AMENDMENT NO. 1
TO ADVISORY AGREEMENT
This Amendment No. 1 effective as of September 1, 1998
(the "Amendment") is an amendment to the Advisory Agreement
dated as of May 1, 1994 (the "Advisory Agreement") by and
among Prudential-Bache Capital Return Futures Fund 2, L.P.,
a Delaware limited partnership (the "Partnership"),
Prudential Securities Futures Management, Inc., a Delaware
corporation (the "General Partner") and Welton Investment
Corporation, a Delaware corporation ("WIC"), the company
into which Welton Investment Systems Corporation merged.
WITNESSETH:
WHEREAS, WIC is currently trading a portion of the
Partnership's assets (the "Original Allocation") pursuant to
the Advisory Agreement;
WHEREAS, the General Partner desires WIC to direct
trading for additional Partnership assets; and
WHEREAS, WIC desires to direct trading for these
additional assets of the Partnership;
NOW, THEREFORE, the parties agree as follows:
1. Additional Allocation. The General Partner hereby
allocates approximately $4,000,000 (four million dollars)
(the "Additional Allocation")of the Partnership's asset to
WIC for which WIC will direct trading using its Diversified
Portfolio as described in its current Disclosure Document.
2. Separate Account. The parties agree that the Additional
Allocation will be deposited in an account separate from the
Partnership assets currently traded by WIC pursuant to the
Advisory Agreement.
3. Fees. WIC will receive a month management fee equal to 1/6
of 1% (approximately 2% annually) based on the Net Asset
Value of the Additional Allocation. In addition, it will
receive a quarterly incentive fee equal to 20% of the New
High Net Trading Profits earned on the Additional
Allocation. The fees paid on the Original Allocation will
continue as set forth in the Advisory Agreement.
4. Incorporation by Reference. The Advisory Agreement is
hereby incorporated by reference and except for the
management and incentive fees paid on the Additional
Allocation, all other terms of the Advisory Agreement
continue to apply and be in full force and effect. All
terms not defined herein have the same meaning as set forth
in the Advisory Agreement. The computation of all fees due
pursuant to this Amendment will be computed using the same
formulae described in the Advisory Agreement, provided,
however, that the rate reference in Section 3 above will
apply to the Additional Allocation.
<PAGE>
IN WITNESS WHEROF, this Amendment has been executed for an
on behalf of the undersigned as of the day and year first
above written:
Prudential-Bache Capital Return
Futures Fund 2, L.P.
By: Prudential Securities Futures
Management, Inc., its General Partner
By: /s/ Eleanor L. Thomas
--------------------------------------
Prudential Securities Futures Management Inc.
By: /s/ Guy S. Scarpaci
--------------------------------------
Welton Investment Corporation
By: /s/ Patrick L. Welton
---------------------------------------
Patrick L. Welton, President
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
The Schedule contains summary financial
information extracted from the financial
statements for P-B Capital Return Futures
Fund 2, L.P. and is qualified in its entirety
by reference to such financial statements
</LEGEND>
<RESTATED>
<CIK> 0000851786
<NAME> P-B Capital Return Futures Fund 2, L.P.
<MULTIPLIER> 1
<FISCAL-YEAR-END> Dec-31-1998
<PERIOD-START> Jan-1-1998
<PERIOD-END> Sep-30-1998
<PERIOD-TYPE> 9-Mos
<CASH> 6,007,687
<SECURITIES> 20,952,880
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 26,960,567
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 26,960,567
<CURRENT-LIABILITIES> 1,596,983
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 25,363,584
<TOTAL-LIABILITY-AND-EQUITY> 26,960,567
<SALES> 0
<TOTAL-REVENUES> 820,367
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 2,619,712
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,799,345)
<EPS-PRIMARY> (15.57)
<EPS-DILUTED> 0
</TABLE>
