PRUDENTIAL BACHE OPTIMAX FUTURES FUND LP, 10-Q, 1996-05-15

PRUDENTIAL BACHE OPTIMAX FUTURES FUND LP
10-Q, 1996-05-15
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<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 March 31, 1996

/ / 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: 0-19805

PRUDENTIAL-BACHE OPTIMAX FUTURES FUND, L.P.
- - --------------------------------------------------------------------------------
(Exact name of Registrant as specified in its charter)

Delaware 13-3577395
- - --------------------------------------------------------------------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)

One New York Plaza, 13th Floor, New York, New York 10292
- - --------------------------------------------------------------------------------
(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 OPTIMAX FUTURES FUND, L.P.
(a limited partnership)
STATEMENTS OF FINANCIAL CONDITION
(Unaudited)
<TABLE>
<CAPTION>
March 31, 1996
------------------------------------------
A Units B Units Total
<S> <C> <C> <C>
- - -----------------------------------------------------------------------------------------------------
ASSETS
Equity in commodity trading accounts:
Cash $ 1,579,614 $ 345,988 $ 1,925,602
U.S. Treasury bills, at amortized cost 7,064,896 1,572,758 8,637,654
Net unrealized gain on open commodity positions 430,371 94,472 524,843
----------- ---------- -----------
Net equity 9,074,881 2,013,218 11,088,099
Reserve asset, at amortized cost 7,651,584 -- 7,651,584
----------- ---------- -----------
Total assets $16,726,465 $2,013,218 $18,739,683
----------- ---------- -----------
----------- ---------- -----------
LIABILITIES AND PARTNERS' CAPITAL
Liabilities
Redemptions payable $ 3,511,297 $ 253,459 $ 3,764,756
Accrued expenses 87,504 15,066 102,570
Management fees payable 19,858 4,412 24,270
Other transaction fees payable 3,010 661 3,671
----------- ---------- -----------
Total liabilities 3,621,669 273,598 3,895,267
----------- ---------- -----------
Commitments
Partners' capital
Limited partners (101,678.001 Class A Units and
13,568.045 Class B Units outstanding) 12,973,627 1,722,105 14,695,732
General partner (1,028 Class A Units and
138 Class B Units outstanding) 131,169 17,515 148,684
----------- ---------- -----------
Total partners' capital 13,104,796 1,739,620 14,844,416
----------- ---------- -----------
Total liabilities and partners' capital $16,726,465 $2,013,218 $18,739,683
----------- ---------- -----------
----------- ---------- -----------
Net asset value per limited and general partnership
units (the ``Class A Units'' and the ``Class B Units''
and collectively, the ``Units'') $ 127.60 $ 126.92 $ 127.52
----------- ---------- -----------
----------- ---------- -----------
- - -----------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these statements
</TABLE>
2
<PAGE>
PRUDENTIAL-BACHE OPTIMAX FUTURES FUND, L.P.
(a limited partnership)
STATEMENTS OF FINANCIAL CONDITION
(Unaudited)
<TABLE>
<CAPTION>
December 31, 1995
------------------------------------------
A Units B Units Total
<S> <C> <C> <C>
- - -----------------------------------------------------------------------------------------------------
ASSETS
Equity in commodity trading accounts:
Cash $ 1,968,058 $ 424,826 $ 2,392,884
U.S. Treasury bills, at amortized cost 7,105,513 1,596,924 8,702,437
Net unrealized gain on open commodity positions 737,453 161,880 899,333
Options, at market 12,772 2,804 15,576
----------- ---------- -----------
Net equity 9,823,796 2,186,434 12,010,230
Reserve asset, at amortized cost 7,960,611 -- 7,960,611
Unrealized gain on reserve asset 44,012 -- 44,012
Organizational costs, net 2,858 346 3,204
----------- ---------- -----------
Total assets $17,831,277 $2,186,780 $20,018,057
----------- ---------- -----------
----------- ---------- -----------
LIABILITIES AND PARTNERS' CAPITAL
Liabilities
Redemptions payable $ 1,020,444 $ 139,535 $ 1,159,979
Accrued expenses 102,876 16,602 119,478
Management fees payable 21,411 4,776 26,187
Other transaction fees payable 2,305 505 2,810
----------- ---------- -----------
Total liabilities 1,147,036 161,418 1,308,454
----------- ---------- -----------
Commitments
Partners' capital
Limited partners (125,014.001 Class A Units and
15,078.045 Class B Units outstanding) 16,016,742 1,944,752 17,961,494
General partner (5,210 Class A Units and
625 Class B Units outstanding) 667,499 80,610 748,109
----------- ---------- -----------
Total partners' capital 16,684,241 2,025,362 18,709,603
----------- ---------- -----------
Total liabilities and partners' capital $17,831,277 $2,186,780 $20,018,057
----------- ---------- -----------
----------- ---------- -----------
Net asset value per limited and general partnership
units (the ``Class A Units'' and the ``Class B Units''
and collectively, the ``Units'') $ 128.12 $ 128.98 $ 128.21
----------- ---------- -----------
----------- ---------- -----------
- - -----------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these statements
</TABLE>
3
<PAGE>

PRUDENTIAL-BACHE OPTIMAX FUTURES FUND, L.P.
(a limited partnership)
STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Class A Units
----------------------------
Three months ended
March 31,
----------------------------
1996 1995
<S> <C> <C>
- - --------------------------------------------------------------------------------------------------
REVENUES
Net realized gain on commodity transactions $ 378,211 $ 922,791
Change in net unrealized gain on open commodity positions (308,169) (654,862)
Change in net unrealized gain on reserve assets (44,012) 80,692
Interest from U.S. Treasury bills 91,965 101,935
Interest from reserve asset 147,823 166,064
Realized gain on reserve asset 2,149 990
------------ ------------
267,967 617,610
------------ ------------
EXPENSES
Commissions 182,042 201,121
Other transaction fees 17,037 19,284
Management fees 60,015 63,345
Letter of credit fees 36,621 44,631
General and administrative 37,542 32,523
Amortization of organizational costs 2,858 6,948
------------ ------------
336,115 367,852
------------ ------------
Net income (loss) $ (68,148) $ 249,758
------------ ------------
------------ ------------
ALLOCATION OF NET INCOME (LOSS)
Limited partners $ (65,441) $ 241,558
------------ ------------
------------ ------------
General partner $ (2,707) $ 8,200
------------ ------------
------------ ------------
NET INCOME (LOSS) PER WEIGHTED AVERAGE CLASS A LIMITED
AND GENERAL PARTNERSHIP UNIT
Net income (loss) per weighted average Class A limited and general
partnership unit $ (.52) $ 1.57
------------ ------------
------------ ------------
Weighted average number of Class A limited and general partnership
units outstanding 130,224.001 158,694.001
------------ ------------
------------ ------------
- - --------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these statements
</TABLE>
4
<PAGE>
PRUDENTIAL-BACHE OPTIMAX FUTURES FUND, L.P.
(a limited partnership)
STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Class B Units
--------------------------
Three months ended
March 31,
--------------------------
1996 1995
<S> <C> <C>
- - --------------------------------------------------------------------------------------------------
REVENUES
Net realized gain on commodity transactions $ 83,023 $ 202,520
Change in net unrealized gain on open commodity positions (67,647) (143,749)
Interest from U.S. Treasury bills 20,430 23,132
----------- -----------
35,806 81,903
----------- -----------
EXPENSES
Commissions 40,367 46,313
Other transaction fees 3,739 4,233
Management fees 13,314 14,319
General and administrative 10,323 7,140
Amortization of organizational costs 346 870
----------- -----------
68,089 72,875
----------- -----------
Net income (loss) $ (32,283) $ 9,028
----------- -----------
----------- -----------
ALLOCATION OF NET INCOME (LOSS)
Limited partners $ (30,998) $ 8,743
----------- -----------
----------- -----------
General partner $ (1,285) $ 285
----------- -----------
----------- -----------
NET INCOME (LOSS) PER WEIGHTED AVERAGE CLASS B LIMITED
AND GENERAL PARTNERSHIP UNIT
Net income (loss) per weighted average Class B limited and general
partnership unit $ (2.06) $ 0.46
----------- -----------
----------- -----------
Weighted average number of Class B limited and general partnership
units outstanding 15,703.045 19,771.045
----------- -----------
----------- -----------
- - --------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these statements
</TABLE>
5
<PAGE>
PRUDENTIAL-BACHE OPTIMAX FUTURES FUND, L.P.
(a limited partnership)
STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Total Units
----------------------------
Three months ended
March 31,
----------------------------
1996 1995
<S> <C> <C>
- - --------------------------------------------------------------------------------------------------
REVENUES
Net realized gain on commodity transactions $ 461,234 $ 1,125,311
Change in net unrealized gain on open commodity positions (375,816) (798,611)
Change in net unrealized gain on reserve assets (44,012) 80,692
Interest from U.S. Treasury bills 112,395 125,067
Interest from reserve asset 147,823 166,064
Realized gain on reserve asset 2,149 990
------------ ------------
303,773 699,513
------------ ------------
EXPENSES
Commissions 222,409 247,434
Other transaction fees 20,776 23,517
Management fees 73,329 77,664
Letter of credit fees 36,621 44,631
General and administrative 47,865 39,663
Amortization of organizational costs 3,204 7,818
------------ ------------
404,204 440,727
------------ ------------
Net income (loss) $ (100,431) $ 258,786
------------ ------------
------------ ------------
ALLOCATION OF NET INCOME (LOSS)
Limited partners $ (96,439) $ 250,301
------------ ------------
------------ ------------
General partner $ (3,992) $ 8,485
------------ ------------
------------ ------------
NET INCOME (LOSS) PER WEIGHTED AVERAGE
LIMITED AND GENERAL PARTNERSHIP UNIT
Net income (loss) per weighted average
limited and general partnership unit $ (.69) $ 1.45
------------ ------------
------------ ------------
Weighted average number of limited and
general partnership units outstanding 145,927.046 178,465.046
------------ ------------
------------ ------------
- - --------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these statements
</TABLE>
6
<PAGE>
PRUDENTIAL-BACHE OPTIMAX FUTURES FUND, L.P.
(a limited partnership)
STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
(Unaudited)
<TABLE>
<CAPTION>
CLASS A LIMITED GENERAL
UNITS PARTNERS PARTNER TOTAL
<S> <C> <C> <C> <C>
- - -----------------------------------------------------------------------------------------------------
Partners' capital--December 31, 1995 130,224.001 $16,016,742 $ 667,499 $16,684,241
Net loss -- (65,441) (2,707) (68,148)
Redemptions (27,518.000) (2,977,674) (533,623) (3,511,297)
----------- ----------- --------- -----------
Partners' capital--March 31, 1996 102,706.001 $12,973,627 $ 131,169 $13,104,796
----------- ----------- --------- -----------
----------- ----------- --------- -----------
<CAPTION>
CLASS B LIMITED GENERAL
UNITS PARTNERS PARTNER TOTAL
<S> <C> <C> <C> <C>
- - -----------------------------------------------------------------------------------------------------
Partners' capital--December 31, 1995 15,703.045 $ 1,944,752 $ 80,610 $ 2,025,362
Net loss -- (30,998) (1,285) (32,283)
Redemptions (1,997.000) (191,649) (61,810) (253,459)
----------- ----------- --------- -----------
Partners' capital--March 31, 1996 13,706.045 $ 1,722,105 $ 17,515 $ 1,739,620
----------- ----------- --------- -----------
----------- ----------- --------- -----------
<CAPTION>
TOTAL LIMITED GENERAL
UNITS PARTNERS PARTNER TOTAL
<S> <C> <C> <C> <C>
- - -----------------------------------------------------------------------------------------------------
Partners' capital--December 31, 1995 145,927.046 $17,961,494 $ 748,109 $18,709,603
Net loss -- (96,439) (3,992) (100,431)
Redemptions (29,515.000) (3,169,323) (595,433) (3,764,756)
----------- ----------- --------- -----------
Partners' capital--March 31, 1996 116,412.046 $14,695,732 $ 148,684 $14,844,416
----------- ----------- --------- -----------
----------- ----------- --------- -----------
- - -----------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these statements
</TABLE>
7
<PAGE>
PRUDENTIAL-BACHE OPTIMAX FUTURES FUND, L.P.
(a limited partnership)
NOTES TO FINANCIAL STATEMENTS
(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 OptiMax Futures Fund, L.P. (the ``Partnership'') as
of March 31, 1996 and the results of its operations for the three months ended
March 31, 1996 and 1995. However, the operating results for the interim periods
may not be indicative of the results expected for the 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, 1995 (``Annual Report'').

Limited partners owned Class A Units and/or Class B Units and, accordingly,
separate financial statements are presented for Class A Units and Class B Units.
In accordance with the Partnership Agreement, combined financial statements for
the Partnership are presented in the ``Total'' columns.

An irrevocable letter of credit (``Letter of Credit'') was issued in favor of
the Partnership by Citibank, N.A. (the ``Bank'') on February 15, 1991. The
Letter of Credit was intended to provide protection to the Class A limited
partners against loss of their initial investment as of March 31, 1996 (the
``Capital Return Date'') when the limited partners had the option to redeem
their Class A Units and receive the greater of the then current net asset value
per Class A Unit or 100% of their initial investment. The Letter of Credit
expired on March 31, 1996 (with no payment required by the Bank) and does not
provide protection thereafter. The assets held in reserve in connection with the
Letter of Credit matured on April 1, 1996 and became available for commodities
trading. Additionally, on April 1, 1996, Seaport Futures Management, Inc. (the
``General Partner'') merged the Class A Units and the Class B Units in
accordance with Article X, Section B(16) of the Partnership Agreement into a
newly created Class of Units called the OptiMax Units. See Note D for further
details.

Trading gains and losses and expenses (other than those expenses that are
particular to Class A Units) are allocated between the Class A Units and Class B
Units based upon the pro rata portion of the Partnership's Traded Assets to each
Class. The allocation is adjusted quarterly to take into account the effect of
redemptions. The quarterly allocation between Class A Units and Class B Units
was 82% and 18% respectively, for the three months ended March 31, 1996 and
1995.

Certain reclassifications have been made to prior year balances to conform
with the current year's financial statement presentation.

B. Related Parties

The General Partner and its affiliates perform services for the Partnership
which include, but are not limited to: brokerage and Letter of Credit services;
accounting and financial management; registrar, transfer and assignment
functions; investor communications; printing services and other administrative
services.

The costs incurred for these services for the three months ended March 31,
1996 were:

<TABLE>
<CAPTION>
CLASS CLASS
A UNITS B UNITS TOTAL
<S> <C> <C> <C>
- - ---------------------------------------------------------------------------------------
Commissions and Letter of Credit fees $190,180 $ 40,367 $230,547
General and administrative 19,281 5,631 24,912
-------- -------- --------
$209,461 $ 45,998 $255,459
-------- -------- --------
-------- -------- --------
</TABLE>
8
<PAGE>

The costs incurred for these services for the three months ended March 31,
1995 were:

<TABLE>
<CAPTION>
CLASS CLASS
A UNITS B UNITS TOTAL
<S> <C> <C> <C>
- - ---------------------------------------------------------------------------------------
Commissions and Letter of Credit fees $211,039 $ 46,313 $257,352
General and administrative 17,160 3,768 20,928
-------- -------- --------
$228,199 $ 50,081 $278,280
-------- -------- --------
-------- -------- --------
</TABLE>

Expenses payable to the General Partner and its affiliates (which are
included in accrued expenses) as of March 31, 1996 and December 31, 1995 were
$35,653 and $40,883 for Class A Units and $7,465 and $7,257 for Class B Units,
respectively.

The Partnership maintains its trading and cash accounts at Prudential
Securities Incorporated (``PSI''), the Partnership's commodity broker and an
affiliate of the General Partner. Approximately 75% of the assets allocated to
commodities trading are invested in interest-earning U.S. Treasury obligations
(primarily U.S. Treasury bills), a significant portion of which is utilized for
margin purposes for the Partnership's commodity trading activities. As described
in the Annual Report, all commissions for brokerage services are paid to PSI.

Additionally, the Partnership's reserve asset consisted of an 8.17%
guaranteed investment contract (``GIC'') which matured on April 1, 1996 with the
Prudential Asset Management Company, Inc., an affiliate of the General Partner.

When the Partnership engages in forward foreign currency transactions it
trades with PSI who simultaneously engages in back-to-back transactions with an
affiliate who, pursuant to the Partnership's prospectus, is obligated to charge
a competitive price.

As of March 31, 1996, a non-U.S. affiliate of the General Partner owns 150
limited partnership units of the Partnership.

C. Credit and Market Risk

The quantitative disclosures presented below are for Total Units. Allocation
of these amounts to the Class A Units and Class B Units can be made in
conjunction with the quarterly allocation percentages as more fully discussed in
Note A.

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. To the extent the Partnership engages in
forward transactions, it will present its unrealized gains and losses on open
forward positions as a net amount in its 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 taking and liquidating of
9

<PAGE>
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
interests 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
March 31, 1996 and December 31, 1995, such segregated assets totalled
$11,029,730 and $11,814,307, 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 $58,369 and $195,923 at March 31, 1996 and
December 31, 1995, respectively. There are no segregation requirements for
assets related to forward trading.

As of March 31, 1996 and December 31, 1995, open futures and options
contracts mature within nine months and one year, respectively.

At March 31, 1996 and December 31, 1995, gross contract amounts of open
futures and options contracts are:

<TABLE>
<CAPTION>
March 31, December 31,
1996 1995
<S> <C> <C>
----------- ------------
Financial Futures Contracts:
Commitments to purchase $13,205,015 $99,523,854
Commitments to sell $46,958,573 $ 7,832,307
Currency Futures Contracts:
Commitments to purchase $ 7,491,464 $ 737,561
Commitments to sell $12,583,231 $ 2,274,913
Commodity Futures
and Options Contracts:
Commitments to purchase $18,340,425 $14,549,400
Commitments to sell $ 1,033,783 $ 2,676,016
</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 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 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.

10
<PAGE>

At March 31, 1996 and December 31, 1995 the fair value of futures and options
contracts were:

<TABLE>
<CAPTION>
March 31, 1996 December 31, 1995
------------------------ --------------------------
Fair Value Fair Value
------------------------ --------------------------
Assets Liabilities Assets Liabilities
-------- ----------- ---------- -----------
<S> <C> <C> <C> <C>
Futures Contracts:
Domestic exchanges
Commodities $468,316 $ 117,442 $ 755,571 $ 65,294
Financial 55,838 2,520 139,122 95,750
Currencies 111,070 8,270 21,812 11,533
Foreign exchanges
Commodities 52,829 79,501 10,912 38,749
Financial 73,574 29,051 190,697 7,455
Options Contracts:
Domestic exchanges
Commodities -- -- 15,576 --
-------- ----------- ---------- -----------
$761,627 $ 236,784 $1,133,690 $ 218,781
-------- ----------- ---------- -----------
-------- ----------- ---------- -----------
</TABLE>

The following table represents the average fair value of futures and options
contracts during the three months ended March 31, 1996 and 1995, respectively.

<TABLE>
<CAPTION>
For the For the
three months ended three months ended
March 31, 1996 March 31, 1995
-------------------------- --------------------------
Average Fair Value Average Fair Value
-------------------------- --------------------------
Assets Liabilities Assets Liabilities
---------- ----------- ---------- -----------
<S> <C> <C> <C> <C>
Futures Contracts:
Domestic exchanges
Commodities $ 470,998 $ 87,594 $ 379,404 $ 49,083
Financial 99,831 40,775 58,570 5,352
Currencies 95,926 11,912 250,346 66,490
Foreign exchanges
Commodities 33,274 47,336 237,764 203,954
Financial 147,811 19,903 299,560 41,441
Options Contracts:
Domestic exchanges
Commodities 7,434 -- -- --
Financial 5,125 -- -- --
---------- ----------- ---------- -----------
$ 860,399 $ 207,520 $1,225,644 $ 366,320
---------- ----------- ---------- -----------
---------- ----------- ---------- -----------
</TABLE>
11
<PAGE>

The following table represents the net realized gains (losses) and the change
in unrealized gains/losses of futures and options contracts during the three
months ended March 31, 1996 and 1995, respectively.

<TABLE>
<CAPTION>
Three months ended March 31, 1996 Three months ended March 31, 1995
----------------------------------------------- -----------------------------------------------
Change in Change in
Net Realized Unrealized Net Realized Unrealized
Gains (Losses) Gains/Losses Total Gains (Losses) Gains/Losses Total
-------------- -------------- --------- -------------- -------------- ---------
<S> <C> <C> <C> <C> <C> <C>
Futures Contracts:
Domestic exchanges
Commodities $ 426,522 $ (339,403) $ 87,119 $ 355,039 $ (598,294) $(243,255)
Financial 164,112 9,946 174,058 79,221 109,350 188,571
Currencies (27,251) 92,521 65,270 625,552 115,059 740,611
Foreign exchanges
Commodities 19,381 1,165 20,546 280,837 (832,378) (551,541)
Financial (78,587) (138,719) (217,306) (215,338) 407,652 192,314
Options Contracts:
Domestic exchanges
Commodities (13,065) (1,326) (14,391) -- -- --
Financial (22,453) -- (22,453) -- -- --
Foreign exchanges
Commodities (7,425) -- (7,425) -- -- --
-------------- -------------- --------- -------------- -------------- ---------
$ 461,234 $ (375,816) $ 85,418 $1,125,311 $ (798,611) $ 326,700
-------------- -------------- --------- -------------- -------------- ---------
-------------- -------------- --------- -------------- -------------- ---------
</TABLE>

D. Subsequent Events

In conjunction with the expiration of the Letter of Credit (as more fully
discussed in Note A), all assets held in reserve matured on April 1, 1996 and
the resulting proceeds were allocated evenly to Robert M. Tamiso (``Tamiso'')
and Hyman Beck & Company Inc. (``Hyman Beck''), new independent commodities
trading managers to the Partnership. The monthly management fees paid to Tamiso
and Hyman Beck will equal 1/6 of 1% (a 2% annual rate) of the portion of the
assets allocated to each new trading manager as of the end of each month. The
quarterly incentive fees paid to Tamiso and Hyman Beck will equal 17% and 20%,
respectively, of their New High Net Trading Profits (as defined in the Advisory
Agreement between the Partnership, the General Partner and each new trading
manager).

On April 1, 1996, in accordance with Article X, section B(16) of the
Partnership Agreement, the General Partner merged the Class A Units and the
Class B Units into a newly-created Class of Units called the OptiMax Units.

12
<PAGE>
PRUDENTIAL-BACHE OPTIMAX FUTURES FUND, 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 operations on February 15, 1991 with gross proceeds
of $70,309,500. After accounting for organizational and offering expenses, the
Partnership's net proceeds were $62,452,578 for Class A Units and $6,156,925 for
Class B Units. At the inception of the Partnership, sixty percent of the initial
net proceeds of the Class A Units (``Class A Traded Assets'') and one hundred
percent of the initial net proceeds of the Class B Units (``Class B Traded
Assets'') were allocated to trading activity. The remaining forty percent of the
initial net proceeds of the Class A Units was placed in reserve and invested in
investment grade interest-bearing obligations (``Reserve Assets''). At March 31,
1996, Class A's Reserve Assets consisted of a guaranteed investment contract.

At March 31, 1996, approximately 54% and 46% of the Class A net assets were
allocated to the Class A Traded Assets and Reserve Assets, respectively. In
conjunction with the expiration of the Letter of Credit (see discussion below),
on April 1, 1996, the Partnership's Reserve Assets matured and the resulting
proceeds were allocated to commodities trading, as more fully discussed in Notes
A and D to the financial statements. One hundred percent of the Class B net
assets continues to be committed to the Class B Traded Assets. A significant
portion of the Class A Traded Assets and Class B Traded Assets (the ``Traded
Assets'') was held in U.S. Treasury bills (which represented approximately 79%
of the Traded Assets 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 bear to the Traded Assets varies each
day, and from month to month, as the market value 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 and the General Partner recorded from
commencement of operations, February 15, 1991, through March 31, 1996 totalled
$63,696,669 for Class A Units (including $684,348 General Partner redemptions)
and $5,640,853 (including $61,810 General Partner redemptions) for Class B
Units. Future redemptions will impact the amount of funds available for
investment in commodity contracts in subsequent periods. For the quarter ended
March 31, 1996, there were no exchanges of Units. From the inception of the
Partnership, there were exchanges of 90 Class B Units for 91.001 Class A Units
and exchanges of 350 Class A Units for 341.268 Class B Units.

The Letter of Credit was intended to provide protection to the Class A
limited partners against loss of their initial investment as of the Capital
Return Date (March 31, 1996) when the limited partners had the option to redeem
their Class A Units and receive the greater of the then current net asset value
per Class A Unit or 100% of their initial investment. The Letter of Credit
expired on the Capital Return Date (with no payment
13
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<PAGE>
required by the Bank) and does not provide protection thereafter. Additionally,
on April 1, 1996, the General Partner merged the Class A Units and the Class B
Units in accordance with Article X, section B(16) of the Partnership Agreement.
Following the Capital Return Date, if the Partnership's net asset value declines
below $10 million the Partnership will dissolve.

The Partnership does not have nor does it expect to have any capital assets.

Results of Operations

The net asset values per Unit as of March 31, 1996 were $127.60 for Class A
Units and $126.92 for Class B Units, a decrease of .41% and 1.60% for Class A
Units and Class B Units, respectively, from the December 31, 1995 values of
$128.12 and $128.98, respectively.

The Partnership posted profits in January as a result of trading in the
financial and non-financial sectors. Specifically, currencies, financials,
precious metals and stock indices were most profitable. Other sectors including
energy, grains, meats and softs posted losses. The stronger dollar in relation
to the Deutsche mark provided profits in the foreign exchange sector during the
month. There were minor losses in the U.S. and international interest rate
markets which slightly offset some of the currency profits. The largest sector
profits came from precious metals in both gold and silver. Late in the month,
gold began to move up strongly from the increasingly narrow price range below
$400 where it had traded for several years. Silver strengthened as well. The
grains, which had added to profits in the prior month, reversed direction as did
the live hog market. Nonetheless, losses from the agricultural sectors were kept
to moderate amounts and the month ended with overall profits rising. The energy
market reversed direction as well, posting losses for the Partnership.

The Partnership's performance was negative in the month of February. Profits
in the grains, meats and energies sectors were offset by losses in the stock
indices, metals, currencies, financials and softs sectors. In the grains sector,
gains were realized in corn where low grain stocks worldwide and indications of
strong demand continued to remain factors. There were also profits in live hogs
in the meats sector. Prices in the energy sector remained strong for most of
February but weakened at month-end as stronger than anticipated inventories and
forecasts of warmer weather took a toll. Crude oil prices declined at month-end
which positively impacted positions. Trading in heating oil was also profitable.
The U.S. dollar lost ground against the Japanese yen, British pound, Swiss
franc, and German mark for most of February, unsettling currency markets overall
and resulting in unprofitable currency positions, except for profits earned in
the Australian dollar. The U.S. dollar was generally weak due to fears of
hardening interest rates in Japan and Europe versus further cuts in U.S.
interest rates. In the financials sector, U.S. Treasury bonds provided gains
which were offset by losses in German, Italian and French bonds. European
interest rates rose on stronger than expected economic data and a reaction to
rising U.S. interest rates. The price of gold fell back below the $400 level
only one month after breaking that threshold for the first time in over two
years, producing trading losses in that area.

The Partnership's performance was positive in the month of March. Profits in
the energies, currencies, grains, financials and meats sectors offset losses in
the stock indices, metals and softs sectors. In the energies sector, cold
weather and tight supplies in North America provided profits in oil and gas. Oil
inventories were at historic lows and oil purchasers were reluctant to add to
inventories in the face of possible sales of Iraqi oil which could cause lower
prices. In the grains sectors, market expectations became increasingly more
positive about an upward price movement in the grains. The demand for grains,
particularly in the Far East, remained strong. At the end of the month, the
market was further aided by lower than expected U.S. crop planting intention
figures. In the financials sector, profits were reaped by selling U.S. Treasury
bonds. During March, the U.S. Labor Department released figures showing a very
large increase in non-farm payrolls which caused Treasury bonds to register
their second largest one day decline in history.

Trading gains and losses and expenses (other than those expenses that are
particular to Class A Units) are allocated between the Class A Units and Class B
Units based on the pro rata portion of the Partnership's Traded Assets to each
Class. See Note A to the financial statements for further details.

Interest income on U.S. Treasury bills decreased $10,000 and $3,000 for Class
A Units and Class B Units, respectively, for the three months ended March 31,
1996 compared to 1995. Interest on Reserve Assets for Class A Units decreased
$18,000 for the three months ended March 31, 1996 compared to 1995. These
14
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<PAGE>
decreases were primarily due to the liquidation of U.S. Treasury bills and
Reserve Assets for the payment of redemptions in addition to a decline in
interest rates on U.S. Treasury bills in 1996.

Commissions paid to PSI are calculated on the net asset value of the Traded
Assets on the first day of each month and, therefore, vary due to trading
performance, redemptions and exchanges. Accordingly, they must be compared in
relation to the fluctuations in the monthly net asset values of the Traded
Assets. Commissions decreased $19,000 and $6,000 for Class A Units and Class B
Units, respectively, for the three months ended March 31, 1996 compared to 1995
primarily due to the effect of redemptions on the monthly net asset values of
Traded Assets.

Other transaction fees consist of National Futures Association, exchange and
clearing fees which are based on the number of trades the trading managers
execute. Other transaction fees decreased $2,000 and $500 for Class A Units and
Class B Units, respectively, for the three months ended March 31, 1996 as
compared to 1995.

For the three months ended March 31, 1996 all trading decisions for the
Partnership were made by Willowbridge Associates Inc. and Chesapeake Capital
Corporation (the ``Trading Managers''). As more fully described in Note D to the
financial statements, Robert M. Tamiso and Hyman Beck & Company Inc. were added
as Trading Managers effective April 1, 1996. Management fees are calculated on
the portion of the Partnership's Traded Assets allocated to each Trading Manager
at the end of the month, and, therefore, are affected by trading performance,
redemptions and exchanges. Management fees decreased $3,000 and $1,000 for Class
A Units and Class B Units, respectively, for the three months ended March 31,
1996 compared to 1995. The decreases were primarily attributable to the effect
of redemptions on the Partnership's Traded Assets.

Incentive fees are based on the New High Net Trading Profits generated by
each Trading Manager, as defined in the advisory agreement between the
Partnership, the General Partner and each Trading Manager. There were no
incentive fees for Class A Units and Class B Units for the three months ended
March 31, 1996 and 1995.

Letter of Credit fees paid by Class A Units decreased $8,000 for the three
months ended March 31, 1996 compared to 1995 due to the effect of redemptions on
the outstanding balance of the Letter of Credit.

General and administrative expenses increased $5,000 and $3,000 for Class A
Units and Class B Units, respectively, for the three months ended March 31, 1996
as compared to 1995 primarily due to increased overall costs associated with
administering the Partnership.

15
<PAGE>

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

Description:

3.1 Agreement of Limited Partnership of the Partnership, dated as
and of July 12, 1990 as amended as of October 3, 1990 (incorporated
4.1 by reference to Exhibit A to the Registrant's Registration
Statement on Form S-1, File No. 33-36216)
4.2 Subscription Agreement (incorporated by reference to Exhibit E
to the Registrant's Registration Statement on Form S-1, File
No. 33-36216)
4.3 Request for Redemption (incorporated by reference to Exhibit B
to the Registrant's Registration Statement on Form S-1,
File No. 33-36216)
4.4 Request for Exchange (incorporated by reference to Exhibit B
to the Registrant's Registration Statement on Form S-1,
File No. 33-36216)
10.13 Advisory Agreement dated April 1, 1996 between the Registrant,
Seaport Futures Management, Inc. and Robert M. Tamiso
(filed herewith)
10.14 Advisory Agreement dated April 1, 1996 between the
Registrant, Seaport Futures Management Inc. and Hyman Beck
& Company Inc. (filed herewith)
10.15 Form of Foreign Currency Addendum to Brokerage Agreement
between the Registrant and Prudential Securities Incorporated
(filed herewith)
27 Financial Data Schedule (filed herewith)
(b) Reports on Form 8-K--None
16
<PAGE>

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 thereunto duly authorized.

PRUDENTIAL-BACHE OPTIMAX FUTURES FUND, L.P.

By: Seaport Futures Management, Inc.
A Delaware corporation, General Partner
By: /s/ Steven Carlino Date: May 15, 1996
----------------------------------------
Steven Carlino
Vice President and Chief Accounting
Officer
17

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ADVISORY AGREEMENT

ADVISORY AGREEMENT (the "Agreement") dated as of the 1st day of
April, 1996 by and among Prudential-Bache OptiMax Futures Fund, L.P., a
Delaware limited partnership (the "Partnership"), Seaport Futures Management
Inc., a Delaware corporation (the "General Partner") and Robert M. Tamiso,
a sole proprietor (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, pursuant to a Letter of Credit and Reimbursement
Agreement between, inter alia, Citibank, N.A. (the "Bank") and the
Partnership (the "Bank Agreement") which expired on March 31, 1996,
the Partnership was a beneficiary under a letter of credit
issued by the Bank in order to fund redemptions of its Class A
limited partnership units (the "Units") in certain prescribed
circumstances; and

WHEREAS, the Bank Agreement required that the Partnership
hold an amount equal to forty percent (40%) of its initial Class A Net
Asset Value in reserve (the "Reserve Assets"); 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 retain the Advisor as
a commodity

<PAGE>
trading advisor to the Partnership to manage a portion of
the current amount of the Reserve Assets; and

WHEREAS, the Advisor's present business includes the
management of Commodities accounts for his 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 on the terms and conditions set forth herein, commencing
on the date hereof. The Advisor's initial allocation shall be $ [
]. The precise definition of the term "Net Asset Value" shall be
as defined in Exhibit A hereto. 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 that portion of the Net Asset Value of

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the Partnership which the General Partner has allocated to the Advisor's
management above, and which the General Partner may allocate to the
Advisor in the future, 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 portion of the Partnership's Net
Asset Value allocated to him for the term of this Agreement pursuant
to the trading methods, systems and strategies of his Interbank Currency
System (the Advisor's "Trading Approach") as such trading approach is
described in the Advisor's Disclosure Document dated December 1, 1995
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 the 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 his good faith best efforts in
determining the investment and reinvestment in Commodities of that
portion of the Partnership's Net Asset Value allocated to
him in compliance with the Trading Policies and Limitations, and
in accordance with his Trading Approach. In the event that the
General Partner shall, in its sole discretion, deter-

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mine in good faith following consultation, if appropriate under
the circumstances, with the Advisor that any trading instruction
issued by 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. 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 he gives the
General Partner prior written notice of his intention to utilize such
different trading method or strategy, and the General Partner consents
thereto. Failure of the General Partner to object to the Advisor's
notice of any of the foregoing within ten (10) days' of the date of
the Advisor's notice shall be deemed consent of the General Partner thereto.

(d) Notification of Material Changes. The Advisor also
agrees to give the Partnership prior written notice of any proposed
material change in his 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 his
Trading Approach (as applied to the Partner-

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<PAGE>
ship) without prior written notification. Without limiting the generality
of the foregoing, refinements to the Advisor's Trading Approach, the addition
or deletion of Commodities to or from the Advisor's Trading Approach, and
variations in the leverage principles and policies utilized by the Advisor shall
not be deemed a material change in the Advisor's Trading Approach, and
prior approval of the General Partner shall not be required therefor. The
Advisor agrees that he will discuss with the General Partner upon request,
subject to adequate assurances of confidentiality, any trading methods
or strategies used by him for trading customer accounts which differ
from the Trading Approach which he uses for the Partnership,
provided, that nothing contained in this Agreement shall require the
Advisor to disclose what he deems to be proprietary or confidential
information concerning any such trading methods or strategies, including
the Trading Approach.

(e) Request for Information. The Advisor agrees to provide
the 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 his reasonable judgment, believes may be material
to the Partnership relating to the Advisor and his Trading Approach.

(f) Notice of Errors. The Advisor is responsible for
promptly reviewing all oral and written confirmations he receives to
determine that the Commodities trades were made in accordance with the
Advisor's instructions. If the Advisor determines that an error
was made in connection with a trade or that a trade was made other
than in accordance with

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<PAGE>
the Advisor's instructions, the Advisor shall promptly notify the
Partnership of this fact, and shall utilize his reasonable best
efforts to cause the error or discrepancy to be corrected.

(g) 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 acts or omissions in material
breach of this Agreement or due to his 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 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. 33-36216 or final prospectus,
dated November 5, 1990, (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 its management of its
allocable portion of the Partnership's Net Asset Value, and (iii) as a
result of a material breach of this Agreement by the Partnership or the
General Partner provided that, (A) such Losses were not the direct result
of negligence, misconduct or a material breach of this Agreement on

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<PAGE>

the part of the Advisor, (B) the Advisor and his employees acted (or
omitted to act) in good faith and in a manner reasonably believed by it
and them to be in the best interests of the Partnership and (C) any such
indemnification by the Partnership will only be recoverable from
the assets of the Partnership and/or the General Partner.

(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 or (ii) any action or
omission to act of the Advisor or its employees that was not taken in
good faith or in a manner reasonably believed by it and them to be in
the best interests of the 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 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

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<PAGE>

authorized in the specific case and only upon a determination by mutually
acceptable independent legal counsel in a written opinion that
indemnification is proper in the circumstances because the Indemnitee
has met the applicable standard of conduct set forth hereunder.

(d) None of the provisions for indemnification in this
Section 2 shall be applicable with respect to default judgments or
confessions of judgment entered into by an Indemnitee, with its knowledge,
without the prior consent of the indemnifying party.

(e) In the event that an Indemnitee under this Section 2
is made a party to an action, suit or proceeding alleging both matters
for which indemnification can be made hereunder and matters for which
indemnification may not be made hereunder, such Indemnitee shall
be indemnified only for that portion of the Losses incurred in such action,
suit or proceeding which relates to the matters for which indemnification
can be made.

(f) Expenses incurred in defending a threatened or pending
civil, administrative or criminal action, suit or proceeding against an
Indemnitee shall be paid in advance of the final disposition of such
action, suit or proceeding if (i) the legal action, suit or proceeding, if
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 each

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<PAGE>

other commodity trading advisor that provides or may in the
future provide commodity trading advisory services to the Partnership
(the other Advisors and each such other commodity trading
advisor being collectively referred to herein as the "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 any Other Advisor as long as he is acting
independently of such Other Advisor. The parties acknowledge that
the Advisor has not been an organizer or promoter of the Partnership.

Nothing herein contained shall be deemed to require the Partnership
to take any action contrary to its Agreement of Limited Partnership or
Certificate of Limited Partnership, 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 his confidential property. Nothing in
this Agreement shall require the Advisor to disclose the confidential
or proprietary details of his 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 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.

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<PAGE>
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. 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.

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 management fee (the "Management Fee") of 1/6 of 1%
(2% annualized) of the portion of the Partnership's Net Asset Value
allocated to it 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

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in which the Advisor manages all or any portion of the Net
Asset Value of the Partnership allocated to it 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 Net Asset Value allocated
to the Advisor was 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 management and incentive fees paid to the Advisor shall
be deducted from the Net Asset Value allocated to the Advisor, together
with brokerage commissions attributable to the Advisor's trading activities,
general administrative charges attributable to the pro rata portion
of the Partnership's Net Asset Value allocated to the Advisor for trading,
and extraordinary expenses, if any, directly attributable to the Advisor.

(c) A quarterly incentive fee (the "Incentive Fee") of
seventeen percent (17%) of New High Net Trading Profits (as hereinafter
defined) achieved on the portion of the Partnership's Net Asset Value
allocated to the Advisor. 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 June 30, 1996. 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.

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<PAGE>
calendar quarter for which an Incentive Fee was earned (or the date
the Advisor commenced trading the Partnership's Net Asset Value,
whichever date the Net Asset Value allocated to it was higher),
after deduction of Management Fees and Incentive Fees paid
or payable to the Advisor 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 all interest earned on the portion of
the Partnership's Net Asset Value allocated to the Advisor between the dates
referred to in (A) and (B), and (ii) increased by (x) any distributions
or redemptions allocable to the Advisor and paid or payable by the
Partnership as of, or subsequent to, the date in (B) through the date
in (A); as well as (y) losses (including losses incurred from the date of the
last Incentive Fee paid or payable), if any, associated with redeemed Units
allocable to the Advisor, and (iii) adjusted (either increased or
decreased, as the case may be) to reflect any additional allocations
or negative reallocations of the Partnership's Net Asset Value to or from
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. For purposes
of calculating the first Incentive Fee payable to the Advisor, the
date referred to in (B) shall be the date of this Agreement. If
there is a cumulative loss when a withdrawal is made from the assets
allocated to the Advisor for any reason, such loss shall be reduced
by the proportionate amount of the loss attributable to the monies being
withdrawn.

Management Fees and Incentive Fees shall be paid within ten (10)
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 portion of the Partnership's Net Asset Value
under his management, the Advisor shall nevertheless be

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<PAGE>
entitled to retain amounts previously paid to it in respect of New
High Net Trading Profits.

(d) Neither the Advisor nor any of his 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 March 31, 1997. Thereafter, this Agreement shall be renewed
automatically on the terms and conditions set forth herein for additional
successive twelve (12) month terms, each of which shall commence
on the first day of the month subsequent to the conclusion of the
preceding twelve (12) month term, unless this Agreement is terminated
pursuant to paragraphs (b), (c) or (d) of this Section 6. The automatic
renewal(s) set forth in the preceding sentence hereof shall not be affected
by (i) any reallocation of 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 portion of the Partnership's Net Asset Value allocated to the
Advisor's management on the date it commences Commodities trading activities
for the

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<PAGE>
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 portio 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 thirty (30) days' 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
each twelve (12) month term 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

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<PAGE>
1 of this Agreement which the Advisor does not agree
to follow in his management of the Partnership's Net Asset Value or
the General Partner overrides a trading instruction of the
Advisor; (iv) if the Net Asset Value allocated to the Advisor
decreases, for any reason, 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).

(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 his 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. Reallocation of Funds. The General Partner may, at any
month-end, in its sole discretion, upon at least thirty (30) days' prior
written notice, reallocate a portion of the Partnership's Net Asset
Value then allocated to the Advisor's management away from the Advisor.

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<PAGE>

8. Liquidation of Positions.
The Advisor agrees to liquidate open positions in the
amount that the General Partner informs the Advisor, in writing via
telecopy or other equivalent means, that the General Partner considers
necessary or advisable to liquidate in order to (i) effect any
termination or reallocation pursuant to Sections 6 or 7, respectively,
or (ii) fund his 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) 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 his obligations and
duties to the Partnership pursuant to this Agreement is not materially
impaired thereby. In addition, the Advisor and his 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
his obligations and duties to the Partnership is not materially impaired
thereby.

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<PAGE>

(b) Furthermore, so long as the Advisor is performing
services for the Partnership, he agrees that he will not accept additional
capital for management in the Commodities markets if doing so would have
a reasonable likelihood of resulting in the Advisor having to modify
materially his 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 his management of accounts
other than the account of the Partnership, that he will not knowingly
or deliberately favor any other account managed or controlled by him
or any of his employees or affiliates (in whole or in part) over the
Partnership. The preceding sentence shall not be interpreted to preclude
(i) the Advisor from charging another client fees which differ from the
fees to be paid to it hereunder, or (ii) an adjustment by the Advisor
in the implementation of 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
his 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

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<PAGE>
trading records as he reasonably may request for the purpose of
confirming that the Partnership 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 his 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 his
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 he may be
required to aggregate the Partnership's Commodities positions with
the positions of any other accounts he 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 his trading recommendations pursuant to his agreed upon
Trading Approach are altered because of the potential application of
speculative position limits, the Advisor will modify his trading
instructions to the Partnership and his other accounts in a good faith
effort to achieve an equitable treatment of all accounts; to wit, the
Advisor will liquidate Commodities positions and/or limit the taking of
new positions in all accounts he manages, including the Partnership, as
nearly as possible in proportion to the assets available for trading of
the respective accounts to the

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<PAGE>
extent necessary to comply with applicable speculative position limits.
The Advisor presently believes that his 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.

11. Redemptions, Distributions and Reallocations.

(a) The General Partner agrees to give the Advisor at least
three (3) days' prior notice of any proposed redemptions, distributions
or reallocations.

(b) Redemptions and distributions shall be charged against
the various 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(f) 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

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<PAGE>
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 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) He has full capacity and authority to enter into this
Agreement, and to provide the services required of it hereunder;

(b) He 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 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 he is bound which, in the case of (i) or (ii), would
materially limit or materially adversely affect his ability to perform
his duties under this Agreement;

(c) He 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 he will maintain and renew such registration and membership during
the term of this Agreement;

(d) A copy of his 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

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<PAGE>
CE Act including the rules and regulations thereunder;

(e) The amount of Partnership assets to be allocated to
the Advisor should not, in the reasonable judgment of the Advisor,
result in the Advisor being required to alter his Trading Approach to
a degree which would be expected to have a material adverse effect on
the Partnership;

(f) Neither the Advisor nor his employees, agents,
or affiliates, nor any of his 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 he 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 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);

(g) 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;

(h) Robert M. Tamiso 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

(i) There is no pending, or to the best of his knowledge,
threatened or contemplated action, suit or proceeding before any court
or arbitration panel, or before or by any governmental, administrative or
self-regulatory body, to which he or his employees or affiliates is a
party, or to which any of his assets is subject, which might reasonably be

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<PAGE>

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 his obligations to
the Partnership, or (B) result in a matter which would require disclosure
in his 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 his ability to discharge his obligations to the
Partnership, or (2) result in a matter which would require disclosure
in his Disclosure Document which has not been so disclosed.

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 capacity and authority to enter
into this Agreement;

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<PAGE>
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 rules and regulations promulgated by the CFTC and NFA,
the violation of which would materially and adversely affect the business,
financial condition or earnings of the Partnership or the General Partner;
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;

(e) This Agreement has been duly and validly authorized,
executed and

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<PAGE>
delivered, and is a valid and binding agreement, enforceable
against each of them, in accordance with its terms; and

(f) On the date hereof, it is, and during the term of this
Agreement, it will be (i) in the case of the 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; and

(g) All authorizations, consents or orders of any court, or
of any federal, state or other governmental or regulatory agency or
body required for the valid authorization, issuance, offer and sale of
the 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 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

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<PAGE>

to Prudential Securities by or on behalf of the trading advisors referenced
in the Registration Statement or Prospectus, including, without
limitation, all references to those trading advisors and their
affiliates, controlling persons, shareholders, directors, officers
and employees, as well as to each such trading advisor's trading approach
and past performance history.

(h) The 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.

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<PAGE>
receipt requested, or by telecopy, as follows (or to such other
address as the party entitled to notice shall hereafter designate by
written notice to the other parties):

If to the General Partner: If to the Partnership:
Seaport Futures Management Inc. Prudential-Bache OptiMax
One New York Plaza, 13th floor Futures Fund, L.P.
New York, New York 10292-2585 c/o Seaport Futures Management Inc.
Attention: James M. Kelso One New York Plaza, 13th floor
Facsimile: (212) 778-7867 New York, New York 10292-2585
Attention: James M. Kelso
Facsimile: (212) 778-7867

and in either case with a copy to:

Rosenman & Colin LLP and Prudential Securities Incorporated
575 Madison Avenue One New York Plaza, 13th Floor
New York, New York 10022 New York, New York 10292-2585
Attention: Fred M. Santo, Esq. Attention: James M. Kelso
Facsimile: (212) 940-7079 Facsimile: (212) 778-7867

If to the Advisor: with a copy to:

Robert M. Tamiso Timothy Gilbert, Esq.
545 Madison Avenue Warshaw, Burstein, et. al.
New York, New York 10022 555 Fifth Avenue
Attention: Robert M. Tamiso New York, New York 10017
Facsimile: (212) 421-6654 Facsimile: (212) 972-9150

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
his Disclosure Document when available

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<PAGE>
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 literature in which reference to the other parties hereto is
made, they shall furnish a copy of such information to the other parties
and will not make use of any literature containing references to such
other parties to which such other parties object, except as otherwise
required by law or regulation.

23. No Waiver. No failure or delay on the part of any party
hereto in exercising any right, power or remedy hereunder shall operate as
a waiver thereof, nor shall any single or partial exercise of any such
right, power or remedy preclude any other or further exercise thereof or
the exercise of any other right, power or remedy. Any waiver granted
hereunder must be in writing and shall be valid only in the specific
instance in which given.

24. Headings. Headings to Sections herein are for the convenience
of the parties only, and are not intended to be or to affect the meaning
or interpretation of this Agreement.

25. Complete Agreement. Except as otherwise provided herein,
this Agreement constitutes the entire agreement between the parties
with respect to the matters referred to herein, and no other agreement,
verbal or otherwise, shall be binding upon the parties hereto.

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
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<PAGE>
together, shall constitute one original instrument.

IN WITNESS WHEREOF, this Agreement has been executed for and on
behalf of the undersigned as of the day and year first above written.

PRUDENTIAL-BACHE OPTIMAX SEAPORT FUTURES MANAGEMENT INC.
FUTURES FUND, L.P.

By: SEAPORT FUTURES
MANAGEMENT INC., By: /s/ James M. Kelso
Its: General Partner ---------------------------
James M. Kelso, President

By: /s/ James M. Kelso
--------------------------------
James M. Kelso, President

/s/ Robert M. Tamiso
- - -----------------------------------
Robert M. Tamiso

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PAGE
<PAGE>
EXHIBIT "A"

"Net Asset Value" means the total assets, including, but 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
Partnerships.

(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.

(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.

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PAGE
<PAGE>
EXHIBIT "B"
<PAGE>
DISCLOSURE DOCUMENT
OF
ROBERT M. TAMISO
AS COMMODITY TRADING ADVISOR

Robert M. Tamiso
545 Madison Avenue
New York, New York 10022
(212) 223-4500

THE COMMODITY FUTURES TRADING COMMISSION HAS NOT PASSED UPON
THE MERITS OF PARTICIPATING IN THIS TRADING PROGRAM NOR HAS
THE COMMISSION PASSED UPON THE ADEQUACY OR ACCURACY
OF
THIS DISCLOSURE DOCUMENT

THE DATE OF THIS DISCLOSURE DOCUMENT IS DECEMBER 1, 1995

THE DELIVERY OF THIS DISCLOSURE DOCUMENT AT ANY TIME DOES NOT
IMPLY THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF
ANY TIME SUBSEQUENT TO THE DATE SHOWN ABOVE

<PAGE>
RISK DISCLOSURE STATEMENT

THE RISK OF LOSS IN TRADING COMMODITIES CAN BE SUBSTANTIAL.
YOU SHOULD THEREFORE CAREFULLY CONSIDER WHETHER SUCH TRADING IS SUITABLE
FOR YOU IN LIGHT OF YOUR FINANCIAL CONDITION. IN CONSIDERING WHETHER
TO TRADE OR TO AUTHORIZE SOMEONE ELSE TO TRADE FOR YOU, YOU SHOULD BE
AWARE OF THE FOLLOWING:

IF YOU PURCHASE A COMMODITY OPTION, YOU MAY SUSTAIN A
TOTAL LOSS OF THE PREMIUM AND OF ALL TRANSACTION COSTS.

IF YOU PURCHASE OR SELL A COMMODITY FUTURE OR SELL A
COMMODITY OPTION, YOU MAY SUSTAIN A TOTAL LOSS OF THE INITIAL MARGIN
FUNDS AND ANY ADDITIONAL FUNDS THAT YOU DEPOSIT WITH YOUR BROKER TO
ESTABLISH OR MAINTAIN YOUR POSITION. IF THE MARKET MOVES AGAINST
YOUR POSITION, YOU MAY BE CALLED UPON BY YOUR BROKER TO DEPOSIT A
SUBSTANTIAL AMOUNT OF ADDITIONAL MARGIN FUNDS, ON SHORT NOTICE, IN
ORDER TO MAINTAIN YOUR POSITION. IF YOU DO NOT PROVIDE THE REQUIRED
FUNDS WITHIN THE PRESCRIBED TIME, YOUR POSITION MAY BE LIQUIDATED AT
A LOSS, AND YOU WILL BE LIABLE FOR ANY RESULTING DEFICIT IN YOUR ACCOUNT.

UNDER CERTAIN MARKET CONDITIONS, YOU MAY FIND IT
DIFFICULT OR IMPOSSIBLE TO LIQUIDATE A POSITION. THIS CAN OCCUR,
FOR EXAMPLE, WHEN THE MARKET MAKES A "LIMIT MOVE.

THE PLACEMENT OF CONTINGENT ORDERS BY YOU OR YOUR
TRADING ADVISOR, SUCH AS A "STOP-LOSS" OR "STOP-LIMIT" ORDER, WILL
NOT NECESSARILY LIMIT YOUR LOSSES TO THE INTENDED AMOUNTS, SINCE
MARKET CONDITIONS MAY MAKE IT IMPOSSIBLE TO EXECUTE SUCH ORDERS.

A "SPREAD" POSITION MAY NOT BE LESS RISKY THAN A
SIMPLE "LONG" OR "SHORT" POSITION.

THE HIGH DEGREE OF LEVERAGE THAT IS OFTEN OBTAINABLE
IN COMMODITY TRADING CAN WORK AGAINST YOU AS WELL AS FOR YOU. THE
USE OF LEVERAGE CAN LEAD TO LARGE LOSSES AS WELL AS GAINS.

IN SOME CASES, MANAGED COMMODITY ACCOUNTS ARE SUBJECT
TO SUBSTANTIAL CHARGES FOR MANAGEMENT AND ADVISORY FEES. IT MAY BE
NECESSARY FOR

<PAGE>
THOSE ACCOUNTS THAT ARE SUBJECT TO THESE CHARGES TO
MAKE SUBSTANTIAL TRADING PROFITS TO AVOID DEPLETION OR EXHAUSTION
OF THEIR ASSETS. THIS DISCLOSURE DOCUMENT CONTAINS A COMPLETE
DESCRIPTION, AT PAGE 12, OF EACH FEE TO BE CHARGED TO YOUR ACCOUNT
BY THE COMMODITY TRADING ADVISOR.

THIS BRIEF STATEMENT CANNOT DISCLOSE ALL THE RISKS AND
OTHER SIGNIFICANT ASPECTS OF THE COMMODITY MARKETS. YOU SHOULD
THEREFORE CAREFULLY STUDY THIS DISCLOSURE DOCUMENT AND COMMODITY
TRADING BEFORE YOU TRADE, INCLUDING THE DESCRIPTION OF THE PRINCIPAL
RISK FACTORS OF THIS INVESTMENT, AT PAGE 4.

YOU SHOULD ALSO BE AWARE THAT THIS COMMODITY TRADING
ADVISOR MAY ENGAGE IN TRADING FOREIGN FUTURES OR OPTIONS CONTRACTS.
TRANSACTIONS ON MARKETS LOCATED OUTSIDE THE UNITED STATES, INCLUDING
MARKETS FORMALLY LINKED TO A UNITED STATES MARKET MAY BE SUBJECT TO
REGULATIONS WHICH OFFER DIFFERENT OR DIMINISHED PROTECTION. FURTHER,
UNITED STATES REGULATORY AUTHORITIES MAY BE UNABLE TO COMPEL THE
ENFORCEMENT OF THE RULES OF REGULATORY AUTHORITIES OR MARKETS IN
NON-UNITED STATES JURISDICTIONS WHERE YOUR TRANSACTIONS MAY BE EFFECTED.
BEFORE YOU TRADE YOU SHOULD INQUIRE ABOUT ANY RULES RELEVANT TO YOUR
PARTICULAR CONTEMPLATED TRANSACTIONS AND ASK THE FIRM WITH WHICH YOU
INTEND TO TRADE FOR DETAILS ABOUT THE TYPES OF REDRESS AVAILABLE IN
BOTH YOUR LOCAL AND OTHER RELEVANT JURISDICTIONS.

THIS COMMODITY TRADING ADVISOR IS PROHIBITED BY LAW
FROM ACCEPTING FUNDS IN THE TRADING ADVISOR'S NAME FROM A CLIENT FOR
TRADING COMMODITY INTERESTS. YOU MUST PLACE ALL FUNDS FOR TRADING IN
THIS TRADING PROGRAM DIRECTLY WITH A FUTURES COMMISSION MERCHANT.

ii
<PAGE>

Long Term Volatility Program

Robert M. Tamiso: CTA/Trader

These tables have been calculated on an accrual basis of accounting in
accordance with generally accepted accounting principles

<TABLE>
Capsule Performance of the Offered Program
<CAPTION>
Percentage rate of return* Month
(computed on a compounded monthly basis) Year-to-date 1994 1993 1992 1991 1990
- - --------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
January -2.38% -1.05% -- -- -- --
February 5.13% -8.48% -1.05% -- -- --
March 5.58% 4.58% -1.80% -- -- --
April 2.87% -4.20% 2.16% -- -- --
May -3.16% 10.33% -1.96% -- -- --
June 2.45% -1.16% 3.99% -- -- --
July -4.13% -3.50% 12.58% -- -- --
August -8.75% -2.21% -3.22% -- -- --
September 1.30% -5.75% -6.33% -- -- --
October 0.38% 2.10% 7.51% -- -- --
November -- 3.08% 0.46% -- -- --
December -- -5.83% 9.75% -- -- --
Year -1.62% -2.13% 25.04% -- -- --
</TABLE>

*"Percentage rate of return" for the relevant period is computed by dividing
Net Performance by the beginning Net Asset Value.

<TABLE>
<CAPTION>
Additional Information
<S> <C>
CTA has traded for customers since: 1983 Total Asset under Management: $38.0 million
Start of Program: February 1993 Total Asset in Program: $4.3 million
Profitable accounts closed: None Worst Monthly percentage Draw-down: -8.77 August 1995
Unprofitable accounts closed: None Worst Peak-to-Valley Draw-down: -14.06 April-August 1995
Number of accounts in program: 3 *"Draw-down" means losses experienced by the pool
over a Specified period
</TABLE>

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

<PAGE>
Interbank Currency Program

Robert M. Tamiso: CTA/Trader

These tables have been calculated on an accrual basis of accounting in
accordance with generally accepted accounting principles

<TABLE>
Capsule Performance of the Offered Program
<CAPTION>
Percentage rate of return* Month
(computed on a compounded monthly basis) Year-to-date 1994 1993 1992 1991 1990
- - ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
January 1.12% 6.58% -9.26% 2.65% -- --
February 10.38% 2.14% 8.78% -0.79% -- --
March 12.82% 2.75% 8.87% 1.72% -- --
April 1.83% -8.37% 9.11% -0.66% -- --
May -5.87% 2.94% 1.29% 4.55% -- --
June -2.60% -3.64% 2.88% 9.43% -- --
July 4.74% -6.99% -1.08% 7.69% -- --
August 18.67% -6.96% 0.79% 12.69% -0.08% --
September 2.62% 3.89% 5.03% -0.01% -0.12% --
October 1.20% 5.08% -3.65% -0.10% -0.30% --
November -- 1.25% -5.26% -0.05% -0.52% --
December -- 3.38% 1.57% -4.14% 5.10% --
Year 51.77% 0.52% 18.63% 36.60% 4.04% --
</TABLE>

*"Percentage rate of return" for the relevant period is computed by dividing
Net Performance by the beginning Net Asset Value.

<TABLE>
<CAPTION>
Additional Information
<S> <C>
CTA has traded for customers since: 1993 Total Asset under Management: $38.0 million
Start of Program: August 1991 Total Asset in Program: $25.5 million
Profitable accounts closed: One Worst Monthly percentage Draw-down: -10.82 July 1994
Unprofitable accounts closed: None Worst Peak-to-Valley Draw-down: -25.43 March-August 1994
Number of accounts in program: 12 *"Draw-down" means losses experienced by the pool
over a Specified perid
</TABLE>

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

<PAGE>

Commodity Allocation Program

Robert M. Tamiso: CTA/Trader

These tables have been calculated on an accrual basis of accounting in
accordance with generally accepted accounting principles

<TABLE>
Capsule Performance of the Offered Program
<CAPTION>
Percentage rate of return* Month
(computed on a compounded monthly basis) Year-to-date 1994 1993 1992 1991 1990
- - --------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
January 1.67% -- -- -- -- --
February -2.06% -- -- -- -- --
March -2.78% -- -- -- -- --
April 1.96% -- -- -- -- --
May -3.18% -- -- -- -- --
June 1.57% -- -- -- -- --
July -2.75% -- -- -- -- --
August -9.45% -1.91% -- -- -- --
September -0.02% 0.53% -- -- -- --
October 0.00% -2.35% -- -- -- --
November -- 6.21% -- -- -- --
December -- -6.24% -- -- -- --
Year -14.54% -4.11% -- -- -- --
</TABLE>

*"Percentage rate of return" for the relevant period is computed by dividing
Net Performance by the beginning Net Asset Value.

<TABLE>
<CAPTION>
Additional Information
<S> <C>
CTA has traded for customers since: 1983 Total Asset under Management: $38.0 million
Start of Program: August 1994 Total Asset in Program: $1.0 million
Profitable accounts closed: None Worst Monthly percentage Draw-down: -9.45 August 1995
Unprofitable accounts closed: One Worst Peak-to-Valley Draw-down: -19.94 November 1994-October 1995
Number of accounts in program: 1 *"Draw-down" means losses experienced by the pool
over a Specified perid
</TABLE>

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

<PAGE>
Global Diversified Program

Robert M. Tamiso: CTA/Trader

These tables have been calculated on an accrual basis of accounting in
accordance with generally accepted accounting principles

<TABLE>
Capsule Performance of the Offered Program
<CAPTION>
Percentage rate of return* Month
(computed on a compounded monthly basis) Year-to-date 1994 1993 1992 1991 1990
- - ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
January -0.27% 1.24% -14.55% -6.39% -0.31% 14.91%
February 6.78% -4.60% -2.13% -2.17% -0.24% 5.74%
March 11.09% 5.12% 0.48% -0.13% 1.87% 7.92%
April 2.56% -9.64% 7.85% 0.66% -6.04% 13.37%
May -6.26% 10.81% -0.93% -2.78% 3.78% -18.84%
June 1.36% -3.23% 5.89% 9.02% -0.56% 7.44%
July 0.32% -7.56% 4.39% 18.41% -11.51% 12.25%
August 5.07% -7.04% 0.44% -0.99% 0.04% 12.68%
September 2.87% 6.45% 4.37% -5.10% 2.52% 0.15%
October -0.42% 1.23% -9.20% 1.88% 9.08% -0.11%
November -- 6.29% 4.96% 4.44% -7.57% 1.90%
December -- -5.59% 9.72% 0.66% 14.86% -2.08%
Year 24.99% -8.58% 8.80% 16.27% 3.26% 63.69%
</TABLE>

*"Percentage rate of return" for the relevant period is computed by dividing
Net Performance by the beginning Net Asset Value.

<TABLE>
<CAPTION>
Additional Information
<S> <C>
CTA has traded for customers since: 1983 Total Asset under Management: $38.0 million
Start of Program: January 1983 Total Asset in Program: $13.0 million
Profitable accounts closed: None Worst Monthly percentage Draw-down: -27.29 May 1990
Unprofitable accounts closed: None Worst Peak-to-Valley Draw-down: -27.29 May 1990
Number of accounts in program: 2 *"Draw-down" means losses experienced by the pool
over a Specified perid
</TABLE>

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

<PAGE>
TABLE OF CONTENTS

CERTAIN INFORMATION REQUIRED BY THE
COMMODITY FUTURES TRADING COMMISSION . . . . . . . . . . . . . . . 1

The Trading Advisor . . . . . . . . . . . . . . . . . . . . . 1

Identification of Certain Persons . . . . . . . . . . . . . . 2

The Trading Programs. . . . . . . . . . . . . . . . . . . . . 2

Principal Risk Factors. . . . . . . . . . . . . . . . . . . . 4

Conflicts of Interest . . . . . . . . . . . . . . . . . . . . 10

Trading Performance . . . . . . . . . . . . . . . . . . . . . 12

Investment Requirements and Fees. . . . . . . . . . . . . . . 12

iii
<PAGE>

CERTAIN INFORMATION
REQUIRED BY THE COMMODITY
FUTURES TRADING COMMISSION

(1) The Trading Advisor. The Trading Advisor is Robert M. Tamiso, a
sole proprietor. The main business address and main business telephone
number of Mr. Tamiso is 545 Madison Avenue, New York, New York 10022;
Tel. No. (212) 223-4500.

(2) Use of Disclosure Document. The Trading Advisor first intends
to use this Disclosure Document on December 1, 1995.

The Trading Advisor

Robert M. Tamiso, a sole proprietor, is registered with the
Commodity Futures Trading Commission ("CFTC") as a commodity trading
advisor (as of January 7, 1989) and as commodity pool operator (as of
August 9, 1983). Mr. Tamiso is a member of the National Futures
Association. Mr. Tamiso maintains his office at 545 Madison Avenue,
New York, New York 10022 (212/223-4500).

Mr. Tamiso has been in the securities business for approximately
thirty-five years. During this period, he has been primarily engaged in
security analysis, investment banking, administration, account management
and trading in securities and commodities.

Mr. Tamiso is a Senior Member of the New York Society of
Security Analysts, a Chartered Financial Analyst (CFA) and a member
of the Association for Investment Management and Research (AIMR).
Since June 1979, Mr. Tamiso has been self-employed primarily in futures
fund management and has been active for his own account in commodity
and securities trading.

Mr. Tamiso is the general partner and commodity trading advisor
to Lexford Partners and Camelon Partners, each a commodity pool organized
to trade securities, commodities and currencies. Mr. Tamiso is the
general partner of Kintyre Partners, a limited partnership which limits
its activities solely to trading in the inter-bank currency markets. He
is also the commodity trading advisor from time to time for other managed
accounts. Lexford Partners was organized in 1981 (registration with the
CFTC as a commodity pool effective August 9, 1983) and Camelon Partners
was organized in 1989 (registration with the CFTC as a commodity pool
effective January 7, 1989). The performance records attached hereto
as an Exhibit include the performance of these commodity pools, Kintyre
Partners and the managed accounts of Mr. Tamiso grouped by the trading
programs or program in which they participate.

<PAGE>
Mr. Tamiso has traded and intends to continue to trade in
commodity interests for his own personal account. To the extent that
Mr. Tamiso trades commodity interests for his own account, Clients will
be permitted to inspect the records of such commodity trades as well as
any written policies pertaining to such trading.

There have been no material administrative, civil or criminal
actions, whether pending or concluded, against Mr. Tamiso within the
five years preceding the date of this Disclosure Document.

Identification of Certain Persons

There are no other principals engaged by Mr. Tamiso in his
business.

Clients are free to choose the futures commission merchant
through which their accounts will be maintained.

Clients are also free to choose the introducing broker through
which their accounts will be maintained.

The Trading Programs

Trading decisions involving each program will be made by Mr.
Tamiso primarily on the basis of various technical factors. Technical
factors include, among other things, price trend analyses and systematic
trading methods, certain of which have been tested historically by Mr.
Tamiso and may be used, in part, in his personal trading activities.
The principal systematic trading method used by Mr. Tamiso is price trend
following. In the trend-following approach, trading instructions are not
based on fundamental factors which may influence the anticipated supply
and demand of the physical commodity. Instead, purchases or sales are
made when prices appear to depict a particular price trend. Positions
are offset when price trends or market conditions change, or appear to
hold a high probability of changing.

Fundamental factors may be used by Mr. Tamiso. Fundamental
factors include, among other things, not only personal knowledge obtained
by Mr. Tamiso, but also publicly available reports and analyses published
by listed and over-the-counter public companies, broker-dealers, research
analysts, investment advisors and the general press. Mr. Tamiso may also
utilize price chart services and other entities for the furnishing of
information.

The various trading programs employed by Mr. Tamiso have certain
common properties based on Mr. Tamiso's history

2
<PAGE>
of analysis. The uniqueness of a particular trading program generally
has to do either with the commodities selected for trading or the handling
of risk management techniques. There is a consistency in the approach to
construction and implementing every trading program. The most important
areas are as follows.

1. Statistically based investment analysis. Time series of prices
(usually closing prices) are gathered for varying periods of the past.
They are then subjected to a series of tests which indicate the pattern
of returns, the variability of those returns over time, and the risk in
both dollar terms and percent terms to a portfolio during periods of
declining returns. Irrespective of the objective of the research,
there is a commonality of the investigative methodology.

2. Risk management analysis. All trading programs are subjected
to standard battery of analyses to determine risk and potential. These
techniques are standard deviation of monthly returns, individual trade
analysis for average wins, average losses, and average profitability
per trade. In addition, varying calendar period analysis is done to
show yearly performance in order to gauge continuity, sharpe ratios
(reward to risk measurements), drawdowns of monthly returns, and
sustainability of a trend of returns. These analyses are performed
on portfolio as well as on individual commodities.

3. Diversification. As many different commodities as seem
appropriate are included in a trading program in order to attempt
to eliminate systematic risk . The search is for noncorrelation and
negative correlation among the components of a system. Diversification
is considered one of the keystones in trading program development.
However, there are no specific restrictions imposed by any trading
program on the amount of the program's assets which may be deposited
as margin for a commodity interest or group of commodity interests.

4. Trade Implementation. All trading programs are traded once
a day. Different times of the day are used for different trading
programs. Position management is based on a fixed dollar risk at
entry, a trailing stop loss is used based on time, and volatility
of the underlying commodity price to determine the riskiness of a
position.

The trading programs presently employed by Mr. Tamiso are
described below:

Global Diversified - This program is a combination of trading
systems developed by Mr. Tamiso. Lexford Partners

3
<PAGE>
and Camelon Partners are the primary participants in this program.
Whenever a new system is developed and it is deemed appropriate,
a portion of the funds managed globally by Mr. Tamiso will be
devoted to the new system.

Interbank Currency - This program consists of trading of a
geographically diversified group of non-exchange traded currencies
crossed against each other. Only non-exchange traded currencies and
currency options are traded in this program. The program is technically
based using proprietary methods to determine price direction, position
management and risk control. Kintyre Partners is a significant participant
in this program.

Long Term Volatility - This program looks at long term price trends
of up to one year on a diversified portfolio of futures contracts. Through
a unique way of linking prices to produce a continuous return stream, long
term price trends are estimated. These trends are then adjusted for the
riskiness of their returns over time. Positions are not taken on the
basis of price level nor are positions liquidated solely on the basis
of prices.

Commodity Allocation - This program is devoted to commodities only
and does not trade any financial instruments. Presently, there are a
maximum of twenty commodities which can make up a portfolio. The unique
features of this program are a periodically rebalanced portfolio based
on certain portfolio constraints such as acceptable risk levels and
desired returns. The program uses much less leverage compared to the
futures programs.

With respect to each of the trading programs, there are no
restrictions on the type of commodities or currencies, or markets, on
which Mr. Tamiso may trade. Mr. Tamiso may trade futures contracts on
domestic or foreign commodity exchanges and engage in all types of
commodity and currency transactions. Each futures program may trade
contracts that are listed on exchanges in the USA, Canada, England,
Australia, France, Japan, Malaysia.

THERE CAN BE NO ASSURANCE THAT ANY METHOD USED BY MR. TAMISO
IN ASSISTING HIM IN MAKING INVESTMENT DECISIONS WILL RESULT IN A PROFIT
OR GAIN TO THE CLIENT. THE METHODS USED BY MR. TAMISO ARE NOT UNIQUE
AND ARE SIMILAR TO THOSE METHODS USED BY OTHER PERSONS.

Principal Risk Factors

The trading programs employed by Mr. Tamiso entail certain
risks. The following brief statement of the principal risks cannot,
of course, disclose all of the risks

4
<PAGE>
and other significant aspects of the commodity and currency
markets. A Client should carefully study not only this Disclosure
Document, but commodity and currency trading, before making
a decision to invest in a trading program.

The principal risks involved in the trading programs are as
follows:

General Economic Conditions - The success of any investment
activity is necessarily affected to some extent by general economic
conditions at the time. In recent periods, interest rates charged by
banks and other lending institutions and paid by U.S. government
agencies and instrumentalities have fluctuated greatly. When interest
rates change rapidly, spreads in prices of commodities and currencies
may widen and markets may become more volatile and, in some cases,
less liquid. Government actions have a profound effect on interest
rates which, in turn, affect the prices of commodities and currencies
in the markets in which the trading programs plan to invest. In
addition, a variety of other factors which are inherently difficult
to predict, such as domestic and international political developments,
the U.S. budget deficit, governmental trade and fiscal policies, the
sudden collapse of the securities markets, patterns of trade and war
or other military conflict can also have significant effects on such
markets. In a generally unsettled economic situation or a continuation
of recent unprecedented conditions in the credit markets, a trading
program may be unable to carry out its investment objectives in the
manner contemplated, or may incur substantial losses in doing so.

Volatility - Commodities and currency prices are highly volatile.
Their price movements are influenced by, among other things, changing
supply and demand relationships, governmental agriculture, trade, fiscal
and monetary programs and policies, national and international political
and economic developments, and many unforseen events. Investments in
commodities and currencies are not always profitable.

Margin and Leverage - Commodity futures contracts are customarily
bought and sold on margins which range upward from as little as less than
one percent of the purchase price of the contract being traded. Because
of these low margins, price fluctuations occurring in commodity futures
markets may create profits and losses which are greater than are customary
in other forms of investment or speculation. Margin is the minimum amount
of funds which must be deposited by the commodity futures trader with his
commodity broker in order to initiate futures trading or to maintain his
open positions in futures contracts. A margin

5
<PAGE>
deposit is not a partial payment, as it is in connection with
the trading of securities, but is like a cash performance
bond; it helps assure the trader's performance of the
commodity futures contract. Since the margin deposit is not a
partial payment of the purchase price, the trader does not pay interest
to his broker on a remaining balance. The minimum amount of margin
required in regard to a particular futures contract is set from time
to time by the exchange upon which such commodity futures contract
is traded and may be modified from time to time by the exchange
during the term of the contract.

When the market value of a particular open commodity
futures position changes to a point where the margin on deposit
does not satisfy the maintenance margin requirements, a margin call
will be made by the trader's broker. If the margin call is not met
within a reasonable time, the broker is required to close out the
trader's position. Margin requirements are computed each day by the
trader's commodity broker. The Client will be responsible for meeting
any margin calls. While Mr. Tamiso attempts to hedge the risk involved
in trading commodities, there can be no assurance that the margin on
deposit will be sufficient to satisfy any losses realized from such
trading. A CLIENT COULD LOSE AN AMOUNT IN EXCESS OF HIS INVESTMENT.

Possible Effects of Speculative Position and Trading Limits - Most
commodity exchanges limit fluctuations in commodity futures contract
prices during a single trading day. These regulations specify what are
commonly referred to as "daily price limits". The daily price limits
establish the maximum amount the price of a futures contract may vary,
either up or down, from the previous day's settlement price during a
particular daily trading session. Once the daily limit has been reached
in a particular commodity, no trades may be made at a price beyond the
limit. Positions in the commodity then can be taken or liquidated on
that day only if traders are willing to effect trades at or within the
limit. Because the "daily limit" rule only deals with price movement
for a particular trading day it affords protection only against substantial
losses which may occur during that particular trading day. It does not
afford any protection to the commodity futures trader for a longer term
since it is possible for commodity futures prices to move the daily limit
for several consecutive trading days with little or no trading taking
place, thus preventing prompt liquidation of futures contracts and
subjecting the commodity futures trader to substantial losses. Certain
commodities and the spot month delivery option of most commodities do
not have "daily limits" and Mr. Tamiso will, at times, carry positions
in such markets. Such markets have the potential for unlimited price

6
<PAGE>

movements which may be exacerbated when distant delivery options have
moved their maximum permissible amount. Trading in the spot month may
also subject a client to the potential risk of physical delivery of the
particular commodity. While Mr. Tamiso will take reasonable precautions
against such an occurrence and Mr. Tamiso and his Clients have never
been subject to the delivery process, no guarantee can be given that
such an event will not occur in the future. The CFTC and the exchanges
have also established speculative position limits on the maximum net
long and net short position which any person may hold or control in
particular commodities. Positions held by accounts managed or
controlled by Mr. Tamiso may be aggregated for purposes of such
limits. To the extent that positions taken by such accounts in
accordance with Mr. Tamiso's trading method would cause such limits
to be exceeded, Mr. Tamiso may be required to alter his trading
instructions for certain accounts. This would result in a reduction
of the aggregate contracts controlled by Mr. Tamiso in the specific
commodity. This reduction in aggregate positions may be to the
detriment of an account holder. Mr. Tamiso is potentially subject
to a conflict among the interests of all the accounts he advises
which are competing for a portion of the limited number of contracts.

Concentrated Trading - From time to time Mr. Tamiso may
direct trading for a program that concentrates the program's positions
in a relatively small number of types of commodity interests.
Consequently, the program may not maintain a variety of diverse
positions and the program's positions might not be diversified as
those of other programs, may of which impose limits on the percentage
of program's assets that may be deposited as margin for a commodity
interest or group of commodity interests. There is no restriction on
the amount of assets that may be invested in any one commodity.
Concentration of trading in a relatively small number of types of
commodity interests may subject the program's trading to relatively
greater volatility in its performance.

Contracts on Foreign Exchanges - A program may engage in
the trading of contracts on foreign exchanges, which are not regulated
by the CFTC. In addition, contracts traded on foreign exchanges are
typically denominated in the local currency, which introduces an additional
price variable not applicable to contracts traded on domestic exchanges.
Therefore, unless the program hedges itself against fluctuations in
exchange rates between the U.S. dollar and the currencies in which
trading is done on such foreign exchanges, any profits which the
program might realize in such trading could be eliminated by adverse

7
<PAGE>

changes in exchange rates or the program could incur losses as a result
of any such changes. Some foreign exchanges, in contrast to exchanges
in the United States, are "principals' markets" similar to the forward
markets, in which responsibility for performance is only that of the
individual member with whom a trader has entered into a transaction,
and not of an exchange or exchange clearing house. In some cases, a
broker with which the program enters into a transaction may in effect
take the opposite side of trades made for the program. In the past,
some members of the London Metal Exchange's market in tin failed to
perform their obligations under outstanding tin contracts. A prolonged
suspension of trading resulted. Some traders may suffer substantial
losses due to such failures. Because foreign exchanges generally
lack a clearinghouse system such as that utilized by exchanges in
the United States, such market disruptions may be more likely to
occur on foreign exchanges.

Possible Effects of Trend-Following Technical Systems - In
general, Mr. Tamiso uses a trend-following system based on mathematical
analysis of certain technical and fundamental data regarding past market
performance. These trend-following systems only take into account
fundamental external factors to a limited extent. Rather, technical
trading systems are generally based largely upon a study of the markets,
primarily daily, weekly and monthly price fluctuations, changes in open
interest and market volatility utilizing charts and/or computers.
Thus, technical systems may be unable to respond to fundamental
causative events until after their impact has ceased to influence
the market.

The profitability of any technical trading system depends
upon major price moves or trends in some commodities which can be
interpreted by the system as price trends sufficient to dictate an
entry or exit decision. In the past there have been periods when no
commodity has experienced any major price movements or when price
movements have been erratic or ill-defined, and such periods are
likely to recur in the future. Technical trading systems will not
be profitable if there are no trends of the kind such systems seek
to follow. Any factor which would make it more difficult to execute
trades at a system's signal prices, such as a significant lessening
of liquidity in a particular market, would also be detrimental to
profitability. Trend-following technical systems may produce profitable
results for a period of time, after which further application of the
system to the technical input data fails to detect correctly any future
price movements. For this reason, commodity trading managers utilizing
such systems may modify and alter their system on a periodic

8
<PAGE>
basis. Such systems may also be modified and altered for application
to accounts of different sizes.

The use of technical trading systems by professional trading
managers has been increasing as a proportion of overall volume of the
markets as a whole, and for certain commodities in particular. This
could result in several commodity trading managers attempting simultaneously
(because of the availability of the same current market information)
to initiate or liquidate substantial positions in any market at or about
the same time as Mr. Tamiso, or otherwise cause an alteration of
historical trading patterns or affect the execution of trades to
the significant detriment of a program.

In addition to the increased use of trend-following systems
in the commodity markets, there have recently developed types of traders
acquiring significant positions whose trading methods frequently result
in all such traders ordering similar trades at substantially the same
time. For example, "portfolio insurers" often hedge accounts consisting
of a diversified portfolio of securities by selling stock index futures
short after a certain percentage decline in the stock market has occurred;
conversely, when the stock market has risen by a certain percentage the
"portfolio insurers" may begin purchasing futures to offset the short
positions previously acquired. A second type of trader, often referred
to as "program traders" who arbitrage between the "cash" and futures
markets, will tend, as a group, to buy stock index futures when the
futures are priced at a discount to the "cash" markets and to sell
stock index futures when the reverse is the case. The effect of such
similar trading by large position traders on the future success of
the trading approach to be used by Mr. Tamiso for a program cannot
be predicted.

Failure of the Clearing Broker - Under the Commodity Exchange
Act, futures commission merchants are required to maintain customers'
assets, such as the program's funds, in a segregated account. If a
futures commission merchant acting as a clearing broker fails to do so,
the program may be subject to a risk of loss of its funds on deposit
with the clearing broker in the event of the clearing broker's
bankruptcy. In addition, under certain circumstances, such as
the inability of another customer of the clearing broker or the
clearing broker itself to satisfy substantial deficiencies in such
customer's account, the program may be subject to a risk of loss of
its funds on deposit with the clearing broker. In the case of any
such bankruptcy or customer loss, the program might recover, even
in respect of property

9
<PAGE>
specifically traceable to the program, only
a pro rata share of all property available for distribution to the
clearing broker's customers.

Counterparty Risk - The InterBank Currency Program will
engage, and certain of the other programs may engage, from time to
time, in the trading of forward contracts on foreign currencies.
Forward contracts are not traded on exchanges. Rather, Mr. Tamiso
may contract with a bank or its futures commission merchant to act
as agent or as principal in order to make or take future delivery
of a specified lot of a particular currency for the program's account.
Although Mr. Tamiso does not believe that the foreign currency market
is necessarily more volatile than other commodity markets, such forward
trading may involve less protection against defaults than trading on
exchanges. There are generally no margin requirements with respect to
the trading of forward contracts on foreign currencies and there is
generally no limitation on price moves. The InterBank Currency Program
(and any other program engaging in these trades) is subject to the risk
of bank failure or inability or refusal to perform with respect to such
contracts. The failure of a bank with which Mr. Tamiso or his futures
commission merchant has contracted would likely result in a default,
thereby depriving the program of unrealized profits or forcing the
program to cover its commitments for resale, if any, at the then
market price. Banks are not required to continue to make markets
in currencies. There have been periods during which certain banks
have refused to quote prices for forward contracts on foreign currencies
or have quoted prices with an unusually wide spread between the price
at which the bank is prepared to buy and that at which it is prepared
to sell. In addition, credit controls imposed by governmental
authorities might limit forward trading to less than that which Mr.
Tamiso would otherwise direct for the program. Due to the foregoing
factors and the absence of current CFTC regulation, the trading of
forward contracts on foreign currencies may thus involve greater
risks than those accompanying trading of futures contracts on exchanges.

Conflicts of Interest

The following inherent or potential conflicts of interest
should be considered by Clients:

1. The CFTC and the exchanges have established speculative
position limits on the maximum net long and net short position which
any person may hold or control in particular commodities. Positions
held by accounts managed or controlled by Mr. Tamiso may be aggregated
for purposes of such limits. To the extent that positions taken by such

10
<PAGE>
accounts in accordance with Mr. Tamiso's trading method would
cause such limits to be exceeded, Mr. Tamiso may be required to alter
his trading instructions for certain accounts. This would result in a
reduction of the aggregate contracts controlled by Mr. Tamiso in the
specific commodity. This reduction in aggregate positions may be to
the detriment of an account holder. Mr. Tamiso is potentially subject
to a conflict among the interests of all the accounts he advises which
are competing for a portion of the limited number of contracts.
Furthermore, a potential conflict of interest exists between the
individual Client's interest in maintaining a larger position in a
specific commodity and Mr. Tamiso's interest in maintaining a small
position in an individual Client's account in order to also provide
positions in the specific commodity to other accounts under management
of Mr. Tamiso.

2. Mr. Tamiso is presently a commodity trading advisor to
two commodity pools (Lexford Partners and Camelon Partners) and advises
other accounts from time to time. Mr. Tamiso may advise other commodity
pools or accounts in the future. The other pools and accounts advised
by Mr. Tamiso will be in competition for Mr. Tamiso's services and
possibly for the same investment opportunities.

3. Mr. Tamiso may receive concessions (such as free
publications, research services, computer facilities, etc.) from
the futures commissions merchant through which an account is traded.
However, Mr. Tamiso is not presently receiving any concessions from
any futures commission merchant.

4. Some of the trading positions taken by Mr. Tamiso
for an account will be identical to trading positions taken by Mr.
Tamiso on behalf of himself and other pools and accounts managed by
him. Therefore trading orders for the account of a Client, at times,
may be "bunched" with orders placed by Mr. Tamiso for himself and the
other pools and accounts which he manages. In that event, Mr. Tamiso
will elect, in his sole and absolute discretion, in what manner orders
are allocated. Moreover, given the trading philosophy and objectives
of the various accounts and pools advised by Mr. Tamiso it is possible
that Mr. Tamiso may be buying (or selling) a particular commodity
interest for himself or for an account or pool which he advises while
at the same time Mr. Tamiso may be selling (or buying) the same
commodity interest for himself or for an account or pool which he advises.

11
<PAGE>

Trading Performance

Mr. Tamiso is the general partner of two commodity pools -- Lexford
Partners and Camelon Partners. Mr. Tamiso is also the general partner
of Kintyre Partners, a limited partnership which limits its activities
solely to trading in the inter-bank currency market. The performance
record of these pools and the other accounts managed by Mr. Tamiso,
grouped according to the trading program or programs in which they
participate, is set forth on the attached Exhibits.

Investment Requirements and Fees

In making this investment and executing the Management
Agreement accompanying this Disclosure Document, a potential Client
is representing to Mr. Tamiso that, among other things (l) he is aware
of the possibility that he MAY LOSE AN AMOUNT IN EXCESS OF HIS INVESTMENT
AND THAT MR. TAMISO CANNOT GIVE ANY ASSURANCES AS TO THE POTENTIAL EXTENT
OF HIS LOSS, (2) the account to be opened by such Client will be opened
for such Client's own account for the purpose of commodity futures
speculation and not with a view to the subdivision, resale, distribution
or other disposition thereof, and (3) such Client will not sell or
otherwise dispose of any part of such interest. A Client may terminate
the services of Mr. Tamiso at any time by delivering a written
notification to Mr. Tamiso of such termination. THE AGREEMENT
AND THE SERVICES OF MR. TAMISO MAY BE TERMINATED ONLY BY SUCH
WRITTEN NOTICE.

The Management Agreement between the Client and Mr. Tamiso
provides that Mr. Tamiso shall not be liable to the Client as a result
of services rendered by him under the Agreement, except by reason of
his gross negligence, or for not having acted in the reasonable belief
that his actions were in, or were not opposed to, the best interest of
the Client. The Management Agreement furthermore provides that the
Client will indemnify Mr. Tamiso for all liability incurred by him as
a result of services rendered under the Agreement, provided that there
has been no judicial determination that such liability was the result
of Mr. Tamiso's gross negligence and, provided further, the conduct
which was the basis for such liability was done in a reasonable belief
that it was in, or not opposed to, the best interest of the Client.

Mr. Tamiso charges a management fee of up to four (4%) percent
based on the net value of the assets under management and an incentive
fee of up to twenty-five (25%) based on cumulative performance.
These fees are payable monthly or quarterly as agreed upon between
Mr. Tamiso and

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<PAGE>
the client. Mr. Tamiso reserves the right to negotiate different
fees with different clients. These fees may be based on
such factors as the type of client, size of the account, degrees of
leverage used and other factors deemed relevant by Mr. Tamiso. Certain
clients, at Mr. Tamiso's discretion, may pay reduced fees or may not
be required to pay any fees. The applicable management fee and
incentive fee to be charged by Mr. Tamiso is agreed upon in advance
by Mr. Tamiso and the Client and is set forth in the management agreement.

The management fee is equal to the applicable percent of the
net asset value of the funds in the trading account as of the first day
of the month or quarter (or the first day that trading commences when
an account is initially opened). The management fee is payable in
advance on the first day of each month or quarter (or the first day
that trading commences when an account is initially opened) and the
futures commission merchant is directed by Client to make payments of
this fee directly to Mr. Tamiso. In the event that an account is
closed during any month or quarter, the fee shall be pro-rated based
upon the number of days that the services of Mr. Tamiso are utilized
during such month or quarter, with any amount owing to Client to be
promptly rebated to him. Net asset value will be determined in
accordance with generally accepted accounting principles, consistently
applied, as applied to commodity trading advisors and commodity pool
operators. A Client should be aware that net asset value will include
unrealized profits and losses from commodity positions held by the account.

The incentive management fee is equal to the applicable percent
of the New Net Profits and, if payable, is payable ten (10) days after
the end of each calendar quarter. New Net Profits are calculated at the
end of each quarter or on termination of Mr, Tamiso's services, and
consist of the increase, if any, in the Cumulative Performance to Date
over the highest Cumulative Performance to Date achieved at the end
of a previous quarter. Cumulative Performance to Date is measured from
the date the account commenced trading or the first day of the calendar
quarter immediately following the last calendar quarter with respect to
which an incentive fee was paid to Mr. Tamiso, whichever is later, and
is the sum of the trading gains and losses of the account on a gross
basis (including currently outstanding unrealized gain or loss) plus
interest income and minus brokerage commissions (including brokerage
commissions necessary to close open commodity positions) and other
expenses. Cumulative Performance to Date is not reduced or increased
by additions to the account or withdrawals from the account. Cumulative
Performance to Date is also reduced by the management fees paid to Mr.

13
<PAGE>

Tamiso. If subsequent losses are incurred, the quarterly incentive fee
will not be rebated, but no incentive fee will be charged thereafter
until New Net Profits have been achieved in the account.

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<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 Partnership 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>
<PAGE>
(Exhibit "C" - cont'd)

(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 Partnership's
Net Asset Value allocated to the Advisor for any one commodity,
or in excess of 66 % of the Partnership's Net Asset Value
allocated to the Advisor for all commodities combined.

(7) To the extent the Partnership engages 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).

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<PAGE>

ADVISORY AGREEMENT

ADVISORY AGREEMENT (the "Agreement") dated as of the 1st day
of April, 1996 by and among Prudential-Bache OptiMax Futures Fund, L.P., a
Delaware limited partnership (the "Partnership"), Seaport Futures Management
Inc., a Delaware corporation (the "General Partner") and Hyman Beck &
Company 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, pursuant to a Letter of Credit and Reimbursement
Agreement between, inter alia, Citibank, N.A. (the "Bank") and the
Partnership (the "Bank Agreement") which expired on March 31, 1996,
the Partnership was a beneficiary under a letter of credit issued by
the Bank in order to fund redemptions of its Class A limited partnership
units (the "Units") in certain prescribed circumstances; and

WHEREAS, the Bank Agreement required that the Partnership
hold an amount equal to forty percent (40%) of its initial Class A Net Asset
Value in reserve (the "Reserve Assets"); 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

<PAGE>

WHEREAS, the Partnership wishes to retain the Advisor as a
commodity trading advisor to the Partnership to manage a portion of the
current amount of the Reserve Assets; and

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 on the terms and conditions set forth herein, commencing as
of the date hereof. The Advisor's initial allocation shall be
$ [ ]. The precise definition of the term "Net Asset Value" shall
be as defined in Exhibit A hereto. 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

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<PAGE>

Partnership, and specifically, to exercise discretion with respect to
that portion of the Net Asset Value of the Partnership which the General
Partner has allocated to the Advisor's management above, and which the
General Partner may allocate to the Advisor in the future, 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 portion of the
Partnership's Net Asset Value allocated to it for the term of this Agreement
pursuant to the trading methods, systems and strategies of its Global
Portfolio (the Advisor's "Trading Approach") as such trading approach is
described in the Advisor's Disclosure Document dated March 20, 1996 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 the 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 that portion of the
Partnership's Net Asset Value allocated to it in compliance with the Trading
Policies and Limitations, and in accordance with its Trading

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<PAGE>
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 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. 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. Failure of the General Partner to object
to the Advisor's notice of any of the foregoing within ten (10) days' of
the date of the Advisor's notice shall be deemed consent of the General
Partner thereto.

(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

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<PAGE>
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 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,
provided, that nothing contained in this Agreement shall require the Advisor
to disclose what it deems to be proprietary or confidential information
concerning any such trading methods or strategies, including the Trading
Approach.

(e) Request for Information. The Advisor agrees to provide
the 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) Notice of Errors. The Advisor is responsible for
promptly reviewing all oral and written confirmations it receives to
determine that the Commodities trades were made in accordance with the
Advisor's instructions. If the Advisor determines that an error was

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<PAGE>
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.

(g) 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 person 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, and each person who controls 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. 33-36216 or final prospectus,
dated November 5, 1990, (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 its management of its
allocable portion of the

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<PAGE>
Partnership's Net Asset Value, and (iii) as a result of a material breach
of this Agreement by the Partnership or the General Partner provided
that, (A) such Losses were not the direct result of negligence,
misconduct or a material breach of this Agreement on the
part of the Advisor, (B) the Advisor, and its officers, directors,
shareholders and employees, 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 and/or the General Partner.

(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, its officers, directors, shareholders or employees, or any
persons controlling the Advisor or (ii) any action or omission to act of
the Advisor, its officers, directors, shareholders or employees, or any
persons 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.

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<PAGE>
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.

(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.

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<PAGE>
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 each other commodity trading advisor
that provides or may in the future provide commodity trading advisory
services to the Partnership (the other Advisors and each such other
commodity trading advisor being collectively referred to herein as the
"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 any Other Advisor as long as it is acting independently of such Other
Advisor. The parties acknowledge that the Advisor has not been an organizer
or promoter of the Partnership.

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 deter-

-9-
<PAGE>
mined by the General Partner to be (i) necessary for the monitoring
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. 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.

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 management fee (the "Management Fee") of 1/6 of 1%
(2% annualized) of the portion of the Partnership's Net Asset Value
allocated to it as of the last day of each

-10-
<PAGE>
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 Net Asset Value of the Partnership allocated to it 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 Net Asset Value
allocated to the Advisor was 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 management and incentive fees paid to the Advisor shall
be deducted from the Net Asset Value allocated to the Advisor, together
with brokerage commissions attributable to the Advisor's trading activities,
general administrative charges attributable to the pro rata portion of the
Partnership's Net Asset Value allocated to the Advisor for trading, and
extraordinary expenses, if any, directly attributable to the Advisor.

(c) A quarterly incentive fee (the "Incentive Fee") of
twenty percent (20%) of New High Net Trading Profits (as hereinafter
defined) achieved on the portion of the Partnership's Net Asset Value
allocated to the Advisor. 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 June 30, 1996. New High Net Trading Profits shall be
computed solely on the performance of the Advisor and shall not include or

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<PAGE>
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 Net Asset Value of the Partnership
allocated to the Advisor as of the last day of any calendar quarter,
but before deduction of Incentive Fees payable for such quarter over
(B) the Net Asset Value of the Partnership allocated to the Advisor as
of the last day of the most recent preceding calendar quarter for which
an Incentive Fee was earned (or the date the Advisor commenced trading
the Partnership's Net Asset Value, whichever date the Net Asset Value
allocated to it was higher), after deduction of Management Fees and
Incentive Fees paid or payable to the Advisor 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 all interest
earned on the portion of the Partnership's Net Asset Value allocated to
the Advisor between the dates referred to in (A) and (B), and (ii) increased
by (x) any distributions or redemptions allocable to the Advisor and paid
or payable by the Partnership as of, or subsequent to, the date in (B)
through the date in (A); as well as (y) losses (including losses incurred
from the date of the last Incentive Fee paid or payable), if any, associated
with redeemed Units allocable to the Advisor, and (iii) adjusted (either
increased or decreased, as the case may be) to reflect any additional
allocations or negative reallocations of the Partnership's Net Asset
Value to or from 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. For purposes of calculating the first Incentive Fee payable to
the Advisor, the date referred to in (B) shall be the date of this
Agreement. If there is a cumulative loss when a withdrawal is made
from the assets allocated to the Advisor for any reason, such loss
shall be reduced by the proportionate amount of the loss attributable

-12-
<PAGE>

to the monies being withdrawn.

Management Fees and Incentive Fees shall be paid within ten
(10) business days following the end of the period for which they are
payable.

(d) Neither the Advisor nor any of its officers, directors,
employees or stockholders 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 March 31, 1997. Thereafter, this Agreement
shall be renewed automatically on the terms and conditions set forth
herein for additional successive twelve (12) month terms, each of which
shall commence on the first day of the month subsequent to the conclusion
of the preceding twelve (12) month term, unless this Agreement is
terminated pursuant to paragraphs (b), (c) or (d) of this Section 6.
The automatic renewal(s) set forth in the preceding sentence hereof
shall not be affected by (i) any reallocation of 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

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<PAGE>
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 portion of the Partnership's Net Asset Value allocated to the
Advisor's management 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 thirty (30) days' 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.

-14-
<PAGE>
(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 Net
Asset Value allocated to the Advisor decreases, for any reason, 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).

(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

-15-
<PAGE>
day of the then current calendar quarter. The rights of the Advisor
to fees earned through the earlier to occur of the date of expiration or
termination of this Agreement shall survive this Agreement until satisfied.

7. Reallocation of Funds. The General Partner may, at any
month-end, in its sole discretion, upon at least thirty (30) days' prior
written notice, reallocate a portion of the Partnership's Net Asset Value
then allocated to the Advisor's management away from the Advisor.

8. Liquidation of Positions.
The Advisor agrees to liquidate open positions in the
amount that the General Partner informs the Advisor, in writing via
telecopy or other equivalent means, that the General Partner considers
necessary or advisable to liquidate in order to (i) effect any termination
or reallocation pursuant to Sections 6 or 7, respectively, or (ii) fund
its pro rata share of any redemption, distribution or 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) 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

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<PAGE>
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 shareholders,
directors, officers and employees, as applicable, also will
be permitted to trade in Commodities for their own accounts, so
long as the Advisor's ability to carry out its obligations and duties
to the 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
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 principals or affiliates (in whole or in part) over the
Partnership. The preceding sentence shall not be interpreted to preclude
(i) the Advisor from charging another client fees which differ from the
fees to be paid to it hereunder, or (ii) an adjustment by the Advisor
in the implementation of any agreed upon Trading Approach in accordance
with the procedures set forth in Section 1 hereof, which is undertaken
by the

-17-
<PAGE>
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 principals or 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 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 Partner-

-18-
<PAGE>
ship'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; to wit, the Advisor will
liquidate Commodities positions and/or limit the taking of new
positions in all accounts it manages, including the Partnership,
as nearly as possible in proportion to the assets available for
trading of the respective accounts to the extent necessary to comply
with applicable speculative position limits. 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.

11. Redemptions, Distributions and Reallocations.
(a) The General Partner agrees to give the Advisor at
least three (3) days' prior notice of any proposed redemptions,
distributions or reallocations.

(b) Redemptions and distributions shall be charged
against the various 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.

-19-
<PAGE>
monitor all open positions relating thereto; provided, however,
that except as provided in Section 1(f) hereof, the Advisor shall
not be responsible for any brokerage errors. The 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 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) 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 or 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;

-20-
<PAGE>
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;

(d) 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 Commodity Exchange Act,
as amended, including the rules and regulations thereunder;

(e) The amount of Partnership assets to be allocated
to the Advisor should not, in the reasonable judgment of the Advisor,
result in the Advisor being required to alter its Trading Approach to
a degree which would be expected to have a material adverse effect on
the Partnership;

(f) Neither the Advisor nor its stockholders, directors,
officers, employees, agents, principals, 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 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);

(g) This Agreement has been duly and validly authorized,
executed and

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<PAGE>
delivered and is a valid and binding agreement, enforceable
against it in accordance with its terms;

(h) On the date hereof, it is, and during the term of
this Agreement it will be, a Delaware corporation duly formed and
validly existing and 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;

(i) Alexander Hyman and Carl J. Beck each devote, 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 they shall reasonably believe is necessary and appropriate; and

(j) There is no pending, or to the best of its knowledge,
threatened or contemplated action, suit or proceeding before any court or
arbitration panel, or before or by any governmental, administrative or
self-regulatory body, to which it or its principals 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 its condition (financial or
otherwise), business or prospects or reasonably might be expected to
affect adversely in any material respect any of its assets or which
reasonably might be expected to (A) materially impair its 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 it 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,

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<PAGE>
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.

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 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 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 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;

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<PAGE>
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 rules and regulations
promulgated by the CFTC and NFA, the violation of which would materially
and adversely affect the business, financial condition or earnings of
the Partnership or the General Partner; 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;

(e) This Agreement has been duly and validly authorized,
executed and delivered, and is a valid and binding agreement, enforceable
against each of them, in accordance with its terms; and

(f) On the date hereof, it is, and during the term of
this Agreement, it will be (i) in the case of the 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

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<PAGE>
its ability to perform its obligations under this Agreement; and

(g) All authorizations, consents or orders of any court,
or of any federal, state or other governmental or regulatory agency or
body required for the valid authorization, issuance, offer and sale of
the 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 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 trading advisors referenced in the Registration
Statement or Prospectus, including, without limitation, all references
to those trading advisors and their affiliates, controlling persons,
shareholders, directors, officers and employees, as well as to each
such trading advisor's trading approach and past performance history.

The within representations and warranties shall be continuing
during the term of this

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<PAGE>
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.

18. Notices. Except as otherwise provided herein, all notices
required to be delivered under this Agreement shall be effective only if
in writing and shall be deemed given by the party required to provide
notice when received by the party to whom notice is required to be given
and shall be delivered personally, by registered mail, postage prepaid,
return receipt requested, or by telecopy, as follows (or to such other
address as the party entitled to notice shall hereafter designate by
written notice to the other parties):

and in either case with a copy to:

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<PAGE>

If to the Advisor: with a copy to:

Hyman Beck & Company Inc. Sidley & Austin
6 Campus Drive 875 Third Avenue
Parsippany, New Jersey 07054 New York, New York 10022
Attention: Alexander Hyman Attention: Michael J. Schmidtberger, Esq.
Facsimile: (201) 644-3366 Facsimile: (212) 906-2021

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.

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

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<PAGE>
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.

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<PAGE>

IN WITNESS WHEREOF, this Agreement has been executed for and on
behalf of the undersigned as of the day and year first above written.

PRUDENTIAL-BACHE OPTIMAX SEAPORT FUTURES MANAGEMENT INC.
FUTURES FUND, L.P.

By: SEAPORT FUTURES
MANAGEMENT INC., By: /s/ James M. Kelso
Its: General Partner --------------------------
James M. Kelso, President

By: /s/ James M. Kelso
----------------------------
James M. Kelso, President

HYMAN BECK & COMPANY, INC.
By: /s/ Alexander Hyman
-----------------------------
Alexander Hyman, President

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<PAGE>

EXHIBIT "A"

"Net Asset Value" means the total assets, including, but 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 Partnerships.

(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.

(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.

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EXHIBIT "B"
<PAGE>

HYMAN BECK & COMPANY INC

6 CAMPUS DRIVE
PARSIPPANY, NEW JERSEY 07054
TELEPHONE (201) 644-9300
TELEFAX (201) 644-3366

DISCLOSURE DOCUMENT

THE COMMODITY FUTURES TRADING COMMISSION
HAS NOT PASSED UPON THE MERITS OF PARTICIPATING
IN THIS TRADING PROGRAM NOR HAS THE COMMISSION
PASSED ON THE ADEQUACY OR ACCURACY OF THIS
DISCLOSURE DOCUMENT

THE DATE OF THIS DISCLOSURE DOCUMENT IS
MARCH 20, 1996
<PAGE>

RISK DISCLOSURE STATEMENT

THE RISK OF LOSS IN TRADING COMMODITIES CAN BE SUBSTANTIAL. YOU
SHOULD THEREFORE CAREFULLY CONSIDER WHETHER SUCH TRADING IS SUITABLE
FOR YOU IN LIGHT OF YOUR FINANCIAL CONDITION. IN CONSIDERING WHETHER
TO TRADE OR TO AUTHORIZE SOMEONE ELSE TO TRADE FOR YOU, YOU SHOULD BE
AWARE OF THE FOLLOWING:

IF YOU PURCHASE A COMMODITY OPTION YOU MAY SUSTAIN A TOTAL LOSS
OF THE PREMIUM AND OF ALL TRANSACTION COSTS.

IF YOU PURCHASE OR SELL A COMMODITY FUTURE OR SELL A COMMODITY
OPTION YOU MAY SUSTAIN A TOTAL LOSS OF THE INITIAL MARGIN FUNDS AND
ANY ADDITIONAL FUNDS THAT YOU DEPOSIT WITH YOUR BROKER TO ESTABLISH
OR MAINTAIN YOUR POSITION. IF THE MARKET MOVES AGAINST YOUR POSITION,
YOU MAY BE CALLED UPON BY YOUR BROKER TO DEPOSIT A SUBSTANTIAL AMOUNT
OF ADDITIONAL MARGIN FUNDS, ON SHORT NOTICE, IN ORDER TO MAINTAIN
YOUR POSITION. IF YOU DO NOT PROVIDE THE REQUESTED FUNDS WITHIN
THE PRESCRIBED TIME, YOUR POSITION MAY BE LIQUIDATED AT A LOSS, AND
YOU WILL BE LIABLE FOR ANY RESULTING DEFICIT IN YOUR ACCOUNT.

UNDER CERTAIN MARKET CONDITIONS, YOU MAY FIND IT DIFFICULT OR
IMPOSSIBLE TO LIQUIDATE A POSITION. THIS CAN OCCUR, FOR EXAMPLE,
WHEN THE MARKET MAKES A "LIMIT MOVE".

THE PLACEMENT OF CONTINGENT ORDERS BY YOU OR YOUR TRADING ADVISOR,
SUCH AS A "STOP-LOSS" OR "STOP-LIMIT" ORDER, WILL NOT NECESSARILY LIMIT
YOUR LOSSES TO THE INTENDED AMOUNTS, SINCE MARKET CONDITIONS MAY MAKE
IT IMPOSSIBLE TO EXECUTE SUCH ORDERS.

A "SPREAD" POSITION MAY NOT BE LESS RISKY THAN A SIMPLE "LONG" OR
"SHORT" POSITION.

THE HIGH DEGREE OF LEVERAGE THAT IS OFTEN OBTAINABLE IN COMMODITY
TRADING CAN WORK AGAINST YOU AS WELL AS FOR YOU. THE USE OF LEVERAGE
CAN LEAD TO LARGE LOSSES AS WELL AS GAINS.

IN SOME CASES, MANAGED COMMODITY ACCOUNTS ARE SUBJECT TO SUBSTANTIAL
CHARGES FOR MANAGEMENT AND ADVISORY FEES. IT MAY BE NECESSARY FOR THOSE
ACCOUNTS THAT ARE SUBJECT TO THESE CHARGES TO MAKE SUBSTANTIAL TRADING
PROFITS TO AVOID DEPLETION OR EXHAUSTION OF THEIR ASSETS. THIS
DISCLOSURE DOCUMENT CONTAINS, AT PAGE 7, A COMPLETE DESCRIPTION OF
EACH FEE TO BE CHARGED TO YOUR ACCOUNT BY THE COMMODITY TRADING ADVISOR.

THIS BRIEF STATEMENT CANNOT DISCLOSE ALL THE RISKS AND OTHER
SIGNIFICANT ASPECTS OF THE COMMODITY MARKETS. YOU SHOULD THEREFORE
CAREFULLY STUDY THIS DISCLOSURE DOCUMENT AND COMMODITY TRADING BEFORE
YOU TRADE, INCLUDING THE DESCRIPTION OF THE PRINCIPAL RISK FACTORS OF
THIS INVESTMENT, AT PAGES 8-11.

YOU SHOULD ALSO BE AWARE THAT THIS COMMODITY TRADING ADVISOR MAY
ENGAGE IN TRADING FOREIGN FUTURES OR OPTIONS CONTRACTS. TRANSACTIONS
ON MARKETS LOCATED OUTSIDE THE UNITED STATES, INCLUDING MARKETS FORMALLY
LINKED TO A UNITED STATES MARKET MAY BE SUBJECT TO REGULATIONS WHICH
OFFER DIFFERENT OR DIMINISHED PROTECTION. FURTHER, UNITED STATES
REGULATORY AUTHORITIES MAY BE UNABLE TO COMPEL THE ENFORCEMENT OF THE
RULES OF REGULATORY AUTHORITIES OR MARKETS IN NON-UNITED STATES
JURISDICTIONS WHERE YOUR TRANSACTIONS MAY BE EFFECTED. BEFORE YOU
TRADE YOU SHOULD INQUIRE ABOUT ANY RULES RELEVANT TO YOUR PARTICULAR
CONTEMPLATED TRANSACTIONS AND ASK THE FIRM WITH WHICH YOU INTEND TO
TRADE FOR DETAILS ABOUT THE TYPES OF REDRESS AVAILABLE IN BOTH YOUR
LOCAL AND OTHER RELEVANT JURISDICTIONS.

THIS COMMODITY TRADING ADVISOR IS PROHIBITED BY LAW FROM ACCEPTING
FUNDS IN THE TRADING ADVISOR'S NAME FROM A CLIENT FOR TRADING COMMODITY
INTERESTS. YOU MUST PLACE ALL FUNDS FOR TRADING IN THIS TRADING PROGRAM
DIRECTLY WITH A FUTURES COMMISSION MERCHANT.

i
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TABLE OF CONTENTS

Risk Disclosure Statement. . . . . . . . . . . .i

Table of Contents. . . . . . . . . . . . . . . ii

Introduction to Hyman Beck & Company, Inc. . . .1

Principals and Key Personnel . . . . . . . . . .1

Trading Approaches . .. . . . . . . . . . . . . 3

Investment Portfolios. . . . . . . . . . . . . .6

Advisory Fees. . . . . . . . . . . . . . . . . .7

Risk Factors . . . . . . . . . . . . . . . . . .8

The Futures Commission Merchant. . . . . . . . 11

Legal Matters. . . . . . . . . . . . . . . . . 12

Potential Conflicts of Interest. . . . . . . . 12

Performance Information. . . . . . . . . . . . 13

Report of Deloitte & Touche LLP and Performance Tables .14

Advisory Agreement . . . . . . . . . . . . . . . Appendix A

Acknowledgment of Receipt of Disclosure Document .Appendix B

Fee Payment Authorization. . . . . . . . . . . . .Appendix C

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<PAGE>

HYMAN BECK & COMPANY, INC.

Hyman Beck & Company, Inc. ("HB & Co.") is engaged in the business
of providing trading advisory services to customers with respect to futures
contracts, forward contracts, options on futures contracts and physical
commodities, exchange of futures for physical ("EFP") transactions, and
other futures-related interests (collectively, "futures interest contracts")
on United States and foreign exchanges and markets. HB & Co. trades futures
interest contracts including, but not limited to, contracts in agricultural
items, energy products, financial instruments and indices, foreign
currencies, and metals, as more fully described herein.

HB & Co. manages accounts for trading in futures interest contracts
on a discretionary basis; its trading methodologies are speculative in
nature and potential clients, after reading this Disclosure Document,
should determine whether a futures interest account managed by HB & Co.
is consistent with their financial situations and investment objectives.
HB & Co.'s past performance and that of its principals is set forth in
Exhibit A.

HB & Co. was incorporated under the laws of the State of Delaware
in February 1991. HB & Co. is registered as a commodity trading advisor
and commodity pool operator with the Commodity Futures Trading Commission
("CFTC") and is a member of the National Futures Association in such
capacities effective March 1991. HB & Co.'s principal office is
located at 6 Campus Drive, Parsippany, New Jersey 07054, telephone
(201) 644-9300, telefax (201) 644-3366.

PRINCIPALS AND KEY PERSONNEL

The principals and key personnel of Hyman Beck & Company, Inc.
are listed below. HB & Co. is wholly-owned by Mr. Hyman and Mr. Beck.

Alexander Hyman is the President and a principal of HB & Co. Mr.
Hyman is also a fifty percent shareholder of HB & Co. Mr. Hyman, along
with Mr. Beck, is directly responsible for all trading and money
management decisions made by HB & Co. From 1983 through February
1991, Mr. Hyman was employed by Dean Witter Reynolds, Inc., a
registered futures commission merchant, where, at the time of
his departure, he was First Vice President and Associate Director
of the Managed Futures Division and a Director and principal of
Dean Witter Futures & Currency Management Inc., a registered
commodity trading advisor. Mr. Hyman was also a Director of
Demeter Management Corporation, the sponsor of all of Dean Witter's
public futures funds. While at Dean Witter, Mr. Hyman also was
responsible for the development of managed futures products. Mr.
Hyman was graduated from Hofstra University in May 1983 with a
B.B.A. degree in International Business and Economics.

Carl J. Beck is Vice President, Secretary, Treasurer, and a
principal of HB & Co. Mr. Beck is also a fifty percent shareholder
of HB & Co. Mr. Beck, along with Mr. Hyman, is directly responsible
for all trading and money management decisions made by HB & Co. From
1985 through February 1991, Mr. Beck was employed by Dean Witter
Reynolds, Inc., a registered futures commission merchant, where,
at the time of his departure, he held the position of Vice President
and Senior Portfolio Manager. Mr. Beck was also a Vice President and
principal of Dean Witter Futures & Currency Management Inc., a
registered commodity trading advisor, where he was responsible for
day to day management and trading activities. Prior to joining Dean
Witter, Mr. Beck was employed by J. Aron & Co., a commodity trading
firm. As of April 1994, Mr. Beck was appointed to and serves on the
Board of Managers of the Coffee, Sugar & Cocoa Exchange, Inc. Mr.
Beck was graduated magna cum laude from Fordham University in May
1983 with a B.A. degree in Economics and earned an M.B.A. degree in
Finance from New York University in May 1989.

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<PAGE>

David B. Fuller is responsible for accounting and administration. Prior
to joining HB & Co. in March 1994, Mr. Fuller was employed by Link Strategic
Investors, Inc., an international investment management firm, where, at
the time of his departure, he held the position of Senior Financial Officer.
Prior to joining Link in January 1993, Mr. Fuller was the Senior Financial
Officer for Bearbull Investment Products (U.S.A.), an international
investment management firm. From January 1989 to July 1991, Mr. Fuller
was Controller of Rayner & Stonington, L.P., a registered commodity
trading advisor, where he was responsible for accounting and financial
reporting. From October 1984 to December 1988 Mr. Fuller was Controller
and Assistant Treasurer of Gill and Duffus Inc., members of the Coffee,
Sugar & Cocoa Exchange, Inc. Mr. Fuller began his career in 1978 as a
staff accountant for Krieger & Schissel, a public accounting firm and
is a member of the American Institute of Certified Public Accountants,
and the New York Society of Certified Public Accountants. Mr. Fuller
was graduated from Lehigh University in May 1978 with a B.S. degree in
Accounting.

Troy W. Buckner is responsible for research activities at HB & Co.
Prior to joining HB & Co. in June 1995, Mr. Buckner was a principal at
Classic Capital, Inc., an international investment management firm,
where he designed systematic trading programs from January 1994 to
June 1995. From December 1989 to January 1994, Mr. Buckner was self
employed as an independent trader while developing an advanced architecture
useful in the modeling of financial and commodity market prices. From
March 1989 to December 1989, Mr. Buckner traded energy futures contracts
for George E. Warren Corp., an energy trading firm. From June 1986 to
March 1989, Mr. Buckner was employed by Salomon Brothers Inc., a
securities brokerage and investment firm, where he specialized in
the sale of stock market portfolios as well as futures and option
strategies. Mr. Buckner was graduated from the University of
Delaware with a B.S. in Finance in 1984 and earned an M.B.A.
from the University of Chicago in 1986.

John J. McCormick is a principal of HB & Co. Mr. McCormick
is directly responsible for the implementation of trading decisions
for HB & Co.'s futures interest portfolios. Prior to joining HB & Co.,
Mr. McCormick was employed by Dean Witter Reynolds, Inc. from 1986
through February 1991 where, at the time of his departure, he held
the position of Assistant Vice President and Internal Accounts Manager.
Mr. McCormick is also responsible for generating most of the research
reports used by Messrs. Hyman and Beck in determining their trading
decisions. Mr. McCormick was graduated from Fordham University in
1986 with a B.S. degree in Accounting and earned an M.B.A. degree
in Finance from Fordham University in May 1993.

Deirdre P. Murray is responsible for the implementation of
trading decisions for HB & Co.'s futures interest portfolios. Prior
to becoming a trader, Ms. Murray held various positions since joining
HB & Co. in August 1991, where, most recently, she was responsible
for performance reporting as well as preparation of daily trading
reports. Ms. Murray was graduated from Iona College in May 1991
with a B.B.A. degree in Accounting.

Marcia L. Gaeta is responsible for the implementation of
trading decisions for HB & Co.'s futures interest portfolios.
Prior to joining HB & Co. in October 1994, Ms. Gaeta held various
positions within the Managed Futures Division at Dean Witter Reynolds,
Inc. from May 1983 through September 1994, where, most recently, she
held the position of Head Trader. Ms. Gaeta was graduated from
Waynesburg College in May 1981 with a B.A. degree in Psychology.

John S. Ryan is responsible for systems management and
program design at HB & Co. Prior to joining HB & Co. in March 1993,
Mr. Ryan was employed by International Business Machines Corporation
from February 1988 to March 1993, where he held various positions and,
most recently, was responsible for Corporate Networks Design and
Implementation in the New York metropolitan area. Mr. Ryan was
graduated from Baruch College in May 1991 with a B.B.A. degree in
Computer Information Systems.

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<PAGE>
TRADING APPROACHES

Technical vs. Fundamental Trading

Futures traders typically rely on either "technical" or
"fundamental" analysis, or a combination of both, for their trading
decisions. Technical analysis is based upon the theory that a study
of the markets themselves will provide a means of anticipating future
prices. Technical analysis of the markets generally includes a study
of, among other things, actual daily, weekly and monthly price
fluctuations, volume variations and changes in open interest.
Technical traders frequently utilize charts and computers for
analysis of these items, including a series of mathematical
measurements and calculations designed to monitor market activity.

Fundamental analysis, on the other hand, relies on the
evaluation of factors external to the market itself in predicting
future prices. Such factors might include weather, government
policies, domestic and foreign political and economic events and
changing trade prospects. Fundamental analysis is premised on the
concept that market prices frequently may not reflect the real
value of a futures interest contract, although such value will
eventually determine price levels. By analyzing underlying
economic factors, a fundamental trader hopes to predict future
market trends as price levels and actual value move into parity.

HB & Co. relies primarily on technical analysis. The
trading methodologies employed by HB & Co. are based on programs
analyzing a large number of interrelated mathematical and statistical
formulas and techniques which are quantitative and proprietary in nature.

Technical Trend-Following Approach

The profitability of HB & Co.'s trading pursuant to technical
trend-following analysis, emphasizing mathematical and charting approaches,
will depend on the occurrence in the future, as in the past, of major
price trends in some markets. If there are no such price trends,
trend-following trading approaches are likely to be unprofitable.
There have been trendless periods in the past which can be expected
to recur.

Technical, trend-following trading approaches will seldom
direct market entry or exit at the most favorable price in the particular
market trend. Rather, these types of trading styles seek to close out
losing positions quickly and to hold profitable positions, or portions
thereof, for as long as the trading systems determine that the particular
market trend continues to exist. There can be no assurance that profitable
positions can be liquidated at the most favorable price in a particular
trend. As a result, the number of losing transactions can be expected
to exceed the number of profitable transactions. However, if the
systems are successful, these losses should be more than offset by
a few large gains.

HB & Co. employs risk management techniques which have
been developed by Messrs. Beck and Hyman with the objectives of
limiting losses, controlling market exposure and capturing profits.
HB & Co.'s trading approach also includes a "neutral mode" which may
indicate that no position is appropriate in a particular contract or
contract group in an attempt to preserve capital in trendless markets.
Position size is a dynamic function of the volatility and price trend
of each market and may vary significantly from one trade to the next
within each market.

Technical, Non-Linear Approach

HB & Co. has recently developed a technical, systematic
program that combines money management principles with non-linear
modeling techniques. This technical approach to the markets does
not depend on the occurrence of major price trends in order to be
profitable. Rather, trades are made under various market conditions
and are typically of short duration, averaging six days in length.
Unlike the other HB & Co. strategies, this program may buy or

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sell volatility depending on recent market conditions. A key distinguishing
feature of this approach is its ability to trade correlated markets
differently. It is common, for example, for this portfolio to be long
(buy) soybeans and short (sell) soybean meal or to be long heating oil
and short crude oil. HB & Co. believes that the non-linear models
utilized in this approach should excel at pattern recognition and
the detection of conditional relationships between and among different
data inputs.

The process of generating trades begins with the selection
of a price target, with respect to given market conditions, reflecting
the likelihood that short-term reward is substantially in excess of
risk. An assortment of time series variables are calculated as
input to be used in the modeling process. With each variable an
attempt is made to depict a different facet of a given market s
historical price movement.

HB & Co. believes that since the timing of trades is
significantly random, diversification and expected returns may be
enhanced by adding viable markets to the portfolio s mix. Positions
are established when the models indicate a high probability of
substantial reward relative to anticipated risk. Positions may
be initiated in either trending or choppy markets. Although
positions are established at frequent intervals, there is no
position approximately 60% of the time in any given market. The
trading philosophy assumes that there are many significant
short-term moves, but that relatively few of them offer the
desired risk/reward ratio.

Implementation of Trading Approaches

HB & Co., from time to time, may change or refine the
trading systems employed to manage its accounts as a result of
ongoing research and development. Clients will not be informed
of these changes as they may occur. Additional trading systems
may be developed by the principals of HB & Co. and may be employed
in trading accounts managed by HB & Co. The principals of HB &
Co. review and maintain discretion over all computer generated
trading parameters.

Although technical trading systems normally consist of a
series of fixed rules applied manually or by computer, such systems
still require certain subjective judgments and decisions. For example,
Messrs. Beck and Hyman will select the contracts and markets which
will be followed, the contracts and markets which will be actively
traded and the contract months in which positions will be maintained.
Messrs. Beck and Hyman will also determine when to roll over a position
(i.e., liquidate a position which is about to expire and initiate a
new position in a more distant contract month). These types of
decisions require consideration of, among other
things, the volatility of a particular market, the pattern of price
movements (both interday and intraday), open interest, trading volume,
changes in spread relationships between various contract months and
between various contracts and overall portfolio balance and risk
exposure. With respect to the timing and execution of trades, Messrs.
Beck and Hyman may also rely to some extent on the judgment of others,
such as floor brokers. No assurance can be made that consideration
will be given to any or all of the foregoing factors by Mr. Beck and
Mr. Hyman with respect to every trade for an account managed by HB &
Co. or that consideration of any of such factors in a particular
situation will lessen the account's risk of loss. Clients should
be aware that such decisions may involve a substantial element of
judgment and the unavailability of Messrs. Beck or Hyman to make
such decisions could materially impair the operation of the technical
trading approach.

Leverage and Risk Management

Along with the subjective decision making authority reserved
for Messrs. Beck and Hyman, HB & Co. also maintains a procedure for
determining the appropriate quantity of contracts to be traded for
an account of a given size and for all accounts. HB & Co. may

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continually adjust its trading portfolios and the position size of
an order immediately prior to placement, and/or after the initial
position is established, based on such factors as past market
volatility, prices of commodities, amount of risk, potential
return and margin requirements. The decision not to trade a
certain futures interest at certain times or to reduce the
number of contracts traded in a particular futures interest
may result in missing significant profit opportunities that
otherwise might have been captured if HB & Co. depended solely
on the computer-based aspects of its trading strategy or on different
trading strategies altogether.

HB & Co. may, at its discretion, adjust leverage in certain
markets or entire portfolios. Adjustments to certain positions or
entire portfolios for leverage may positively or negatively affect
performance. In addition, if an adjustment is made to one trading
portfolio it is not necessarily made to all portfolios. Factors
which may affect the decision to adjust leverage include research,
portfolio volatility, current market volatility, risk exposure,
subjective judgment, and evaluation of these and other general
market conditions. No assurance is given to clients that such
leverage adjustments will be to their financial benefit, and
such leverage adjustments may actually result in lost opportunities
or substantial losses.

New client accounts may encounter certain risks related to
the initial investment of assets during account start-up periods.
For example, during an account s start-up period, the level of
diversification may be lower than a previously existing account
with a fully committed and diversified portfolio. Also, a new
account may commence trading in markets which have experienced a
trend in the account s favor but then subsequently retrace.

Since HB & Co. considers preservation of initial assets
paramount to producing trading results, HB & Co. employs risk
management techniques in an effort to reduce risk. These techniques
include attempts to trade multiple uncorrelated markets in an effort
to diversify as well as to limit the equity committed to each market
and market sector. No assurance can be given to clients that such
techniques will be to their financial benefit, and such techniques
may actually result in lost opportunities or substantial losses.

HB & Co. believes that a long-term commitment to its
trading approach is necessary for profitable trading opportunities.
Although client accounts may be closed at any time, HB & Co. suggests
that prospective clients refrain from opening an account unless they
can commit a minimum of two years to the investment. Due to the
importance of diversification among many markets, HB & Co. suggests
a minimum client account size of $1 million. Account sizes under
$1 million may be exposed to increased volatility of returns and
additional risk of loss.

The potential for profit, and associated risks, for a
particular client s account at different times, and for different
client accounts at the same time, may vary significantly according
to factors including, but not limited to, the HB & Co. portfolio
traded, market conditions, the size of the given account, the
brokerage commissions charged, the management and incentive fees
charged, the contracts, if any, excluded by the client, and the
account commencement date. Accordingly, no client should expect
the same performance results as any other account or the composite
performance presented herein.

HB & Co. currently offers its clients five portfolios in
which to participate: its "Global Portfolio", its foreign currency
"FX Portfolio", its "Diversified Portfolio", its Asset Allocation
Portfolio , and its Short-Term Portfolio . Each portfolio is
traded pursuant to HB & Co.'s trading methodologies. Although some
markets are traded in more than one portfolio, each portfolio also
trades markets which are unique to such portfolio as described below.
Messrs. Beck and Hyman, at their discretion and according to their
research, may add to or delete from the markets traded in each
portfolio. The actual portfolio balance and number of markets
traded may depend, in part, on the size of the client's account.

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INVESTMENT PORTFOLIOS

The Global Portfolio

The Global Portfolio trades over 30 futures and forward
markets worldwide with a concentration in world interest rate and
other financial markets. The Global Portfolio participates in many
of the internationally traded futures and forward markets not
necessarily represented in the Diversified and FX Portfolios.
These markets may include, but are not limited to, Australian,
British, French, German, Italian, Japanese and U.S. fixed income
instruments, precious and base metals, foreign currencies, foreign
and domestic stock indices, and other internationally traded
commodity markets.

The FX Portfolio

The FX Portfolio participates in the world currency
markets. The interbank dealer forward market offers the opportunity
to trade currencies for which there are no futures markets. The FX
Portfolio may participate in up to 40 foreign currency crossrates
(trading foreign currencies vs. other foreign currencies) and
outrights (trading foreign currencies vs. the U.S. dollar). The
currencies traded may include, but are not limited to, markets such
as the Australian dollar, Austrian schilling, Belgian franc, British
pound, Canadian dollar, Dutch guilder, Danish krone, German mark,
French franc, Italian lira, Japanese yen, Malaysian ringgit, New
Zealand dollar, Norwegian krone, Singapore dollar, Spanish peseta,
Swedish krona, Swiss franc, and the U.S. dollar.

The Diversified Portfolio

The Diversified Portfolio offers access to markets not
typically represented in a traditional investment portfolio. The
Diversified Portfolio trades a portfolio of over 40 diverse futures,
forward and cash markets and offers diversification into select
financial instruments, currencies, and tangible commodities such
as agricultural items, energy products, precious and base metals,
and other internationally traded commodity markets.

The Asset Allocation Portfolio

The Asset Allocation Portfolio commenced trading in April
1992 and originally evolved from the intent of the principals of HB
& Co. to optimize participation in the Global, FX, and Diversified
Portfolios. The strategy employed by the principals is to allocate
assets actively among the three original portfolios (Global, FX,
Diversified) in order to exploit opportunities in different risk/reward
characteristics and performance cycles of the individual portfolios.
This portfolio may engage, in varying degrees, the Global, FX, and
Diversified Portfolios or some subset thereof. The allocation decisions
are made by the principals of HB & Co. with the aid of certain research
studies, and combined experience, in an effort to minimize risk and
maximize profit opportunities.

The Short-Term Portfolio

The Short-Term Portfolio is a systematic program that combines
money management principles with non-linear modeling techniques.
Unlike other HB & Co. strategies, this program may buy or sell
volatility depending on near-term market conditions. It is common,
for example, for this portfolio to be long (buy) soybeans and short
(sell) soybean meal or to be long heating oil and short crude oil.
The Short-Term Portfolio currently trades 44 markets, including but
not limited to foreign and domestic stock indices, foreign currencies,
energy products, precious and base metals, agricultural items, and
foreign and domestic fixed income instruments, with positions in an
average of 20 futures and forward markets at any point in time.

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ADVISORY FEES

Each client of HB & Co. is required to execute and deliver
to HB & Co. an Advisory Agreement and a Trading Authorization form.
During the term of the Advisory Agreement, the client will be required
to pay HB & Co. a monthly management fee, without regard to the
profitability of HB & Co.'s trading for the client's account. In
addition, the client will be required to pay HB & Co. a quarterly
incentive fee based on the profitability of HB & Co.'s trading for
the client's account.

Monthly Management Fee

HB & Co. will receive a monthly management fee equal to
1/4 of 1% of the account's month-end Net Assets before withdrawals
made during the month (a 3% annual rate). The term "Net Assets" of
the account shall mean total assets (including, but not limited to,
all cash and cash equivalents, valued at cost, accrued interest, and
the market value of all open futures interest positions), less
liabilities of the account (including the accrued portion of brokerage
fees), excluding accrued management and incentive fees. The management
fee payable to HB & Co. for the month in which the account commences or
terminates trading operations will be pro-rated based on the ratio that
the number of trading days in the month in which the account receives
trading advice from HB & Co. bears to the total number of trading days
in the month.

Incentive Fee

HB & Co. will receive a quarterly incentive fee equal to 25%
of the Trading Profits earned by the client's account as of the end of
each quarterly incentive fee period as described in the Advisory
Agreement (each, an "Incentive Fee Period"). The term "Trading Profits"
is defined to mean the net futures interest trading profits (realized and
unrealized) earned by the account as of the end of each Incentive Fee
Period after deduction of brokerage commissions paid and accrued, floor
brokerage fees, and other fees, costs, and expenses directly related to
the account s trading activities (but prior to reduction for any accrued
and unpaid incentive fees); such Trading Profits shall be determined from
the end of the last Incentive Fee Period for which an incentive fee was
earned by HB & Co. or, if no incentive fee has been earned previously by
HB & Co., from the date that the account began to receive trading advice
from HB & Co. to the end of the Incentive Fee Period as of which such
incentive fee calculation is being made. In the calculation of Trading
Profits, HB & Co. is not required to earn back previously paid incentive
fees.

If the Advisory Agreement is terminated as of any date which
is not the end of a Incentive Fee Period, the incentive fee described
above, if applicable, will be determined as if such termination date
were at the end of a quarter.

If any payment of incentive fees is made to HB & Co. on
account of Trading Profits and the client's account thereafter fails
to earn Trading Profits or experiences losses for any subsequent
calendar quarter, HB & Co. will be entitled to retain such amounts
of incentive fees previously paid to it in respect of such Trading
Profits. However, no subsequent incentive fees will be payable to
HB & Co. until the account has again earned new Trading Profits.

-7-
<PAGE>

RISK FACTORS

Trading futures interest contracts involves a high degree of
risk. The markets in which HB & Co. trades are highly speculative,
leveraged, volatile and, at certain times, illiquid. When investing
in futures interest contracts a client should be aware that liability
is not limited to the initial investment or the equity in the clients
account but can extend to losses beyond these balances.

Futures Interest Trading Is Speculative and Volatile

Futures interest prices are highly volatile. Price
movements of futures interest contracts are influenced by, among other
things, changing supply and demand relationships, climate, government,
agricultural, trade, fiscal, monetary and exchange control programs and
policies, national and international political and economic events,
crop disease, the purchasing and marketing programs of different nations,
and changes in interest rates. In addition, governments from time to
time intervene, directly and by regulation, in certain markets, particularly
those in currencies and interest-rates. Such intervention is often
intended to influence prices directly. None of these factors can be
controlled by HB & Co. and no assurances can be given that its advice
will result in profitable trades for a client or that a client will not
incur substantial losses.

Futures Markets May Be Illiquid

Many United States futures exchanges impose daily
limits on the amount by which the price of most futures interest contracts
traded on such exchanges may vary during a single day. Daily limits
prevent trades from being executed during a given trading day at a price
above or below the daily limit. Once the price of a futures interest
contract has moved to the limit price, it may be difficult, costly or
impossible to liquidate a position. Futures prices have occasionally
moved the daily limit for several consecutive days with little or no
trading. Such limits could prevent HB & Co. from promptly liquidating
unfavorable positions and, therefore could subject clients to substantial
losses, including losses in excess of their accounts. In addition, even
if futures prices have not moved the daily limit, HB & Co. may be unable
to execute trades at favorable prices if the liquidity of the market is
not adequate. It is also possible for an exchange or the CFTC to suspend
trading in a particular contract, order immediate settlement of a
particular contract or order that trading in a particular contract
be conducted for liquidation only. HB & Co. trades on certain non-U.S.
markets, which may be substantially more prone to periods of illiquidity
than the United States markets due to a variety of factors.

Substantial Leverage

Low margin deposits are normally required in futures interest
contract trading, and therefore, permit an extremely high degree of
leverage. Accordingly, a relatively small price movement in a contract
may result in immediate and substantial losses in excess of the amount
invested. For example, if at the time of purchase 10% of the price of
a contract is deposited as margin, a 10% decrease in the price of the
contract would, if the contract is then closed out, result in a total
loss of the margin deposit before any deduction for brokerage commissions.
A decrease of more than 10% would result in a loss of more than the
total margin deposit. HB & Co. generally intends to commit between
10% and 25% of an account s assets, on average, for margin deposits.

-8-
<PAGE>

Possible Effects of Speculative Position Limits

The CFTC and the United States commodities exchanges have
established limits referred to as speculative position limits on
the maximum net long or net short speculative positions that any
person may hold or control in any particular futures or options
contracts traded on United States commodities exchanges. All
accounts owned or managed by HB & Co. will be combined for speculative
position limit purposes. HB & Co. could be required to liquidate
positions held for its accounts in order to comply with such limits.
Any such liquidation could result in substantial losses to clients.

The Forward Markets

Forward contracts are not traded on exchanges; rather, banks
and dealers act as principals in these markets. Neither the CFTC nor
banking authorities currently regulate trading in forward contracts,
and there is no limitation on the daily price movements of forward
contracts. Speculative position limits are not applicable to forward
trading.

The principals who deal in the forward markets are not required
to continue to make markets in the forward contracts they trade. There
have been periods during which certain participants in the forward
markets have refused to quote prices for forward contracts or have
quoted prices with an unusually wide spread between the price at
which they are prepared to buy and that at which they are prepared
to sell. The imposition of credit controls by governmental
authorities might also limit such forward trading. A client
may be subject to the risk of the inability or refusal to perform
on the part of the principals or agents with or through whom such
forward contracts are traded.

Foreign Futures Exchanges

Trading on commodity exchanges outside the United States
is not regulated by any United States governmental agency and may
involve certain risks not applicable to trading on United States
exchanges. For example, some foreign exchanges, in contrast to
United States exchanges, are actually "principals" markets in
which performance is the responsibility only of the individual
member with whom the trader has entered into a futures contract
and not of an exchange or clearing corporation. Moreover, such
trading may be subject to whatever regulatory provisions are
applicable to transactions effected outside the United States,
whether on foreign exchanges or otherwise. Trading on foreign
exchanges involves the additional risks of expropriation, burdensome
or confiscatory taxation, moratoriums, and investment controls or
political or diplomatic events which might adversely affect HB & Co.'s
trading activities. Trading on foreign exchanges is also subject to
the risk of changes in the exchange rate between United States
dollars and the currencies in which contracts traded on such
exchanges are settled.

Although the CFTC is prohibited by statute from promulgating
rules which govern, in any respect, any rule, contract term or action
of any foreign commodity exchange, the CFTC has full authority to
regulate the sale of foreign futures contracts within the United
States and has adopted regulations on this matter, effective as of
February 1, 1988. These regulations may restrict the clients for
whom or with whom HB & Co. may trade or the markets on which HB &
Co. trades, which may have an impact on future performance results.

-9-
<PAGE>

Failure of the Client s Futures Commission Merchant ( FCM )

Under CFTC regulations, FCMs are required to maintain a clients
assets in a segregated account. If the client s FCM fails to do so,
the client may be subject to a risk of loss of his funds on deposit
with his FCM in the event of such FCM s bankruptcy. In addition,
under certain circumstances, such as the inability of another client
of the FCM or the FCM itself to satisfy substantial deficiencies in
such other client s account, a client may be subject to a risk of
loss of his funds on deposit with his FCM, even if such funds are
properly segregated. In the case of any such bankruptcy or client
loss, a client might recover, even in respect of property specifically
traceable to the client, only a pro rata share of all property available
for distribution to all of the FCM s clients.

The financial failure of the parties with which the HB & Co.
trades in the forward markets could also result in substantial
losses, as clients, through HB & Co., will be dealing with such
persons as principals, and, furthermore, there is no requirement
that such forward market participants segregate customer funds
held by them in respect of such trading.

Trading Decisions Based on Technical Analysis and on the Judgment
of HB & Co.

HB & Co. will make trading decisions for its Trading Portfolios
primarily utilizing technical, rather than fundamental, analysis in
addition to computerized charting techniques. The profitability of
technical analysis depends upon the accurate forecasting of major
price moves or trends in some commodities. No assurance can be
given of the accuracy of the forecasts or the existence of major
price moves. The best trading method, whether based on technical
and/or fundamental analysis, will not be profitable if there are no
price moves or trends of the kind the trading method seeks to follow.
In the past, there have been periods without discernible trends, and
presumably, such periods will continue to occur in the future. Any
factor which would lessen the prospect of major trends in the future
(such as increased governmental control of or participation in the
commodities market) may reduce the prospect that a particular trading
method, whether technical and/or fundamental, will be profitable in
the future. Moreover, any factor which would make it more difficult
to execute trades at desired prices in accordance with a trading
method's signals (such as a significant lessening of liquidity in a
particular market) would also be detrimental to profitability.
Further, many other trading methods utilize similar analyses in
making market decisions. Therefore, bunching of buy and sell
orders can occur which makes it more difficult for a position
to be established or liquidated. No assurance can be given that
HB & Co.'s trading methods and strategies and trading decisions
for a client will be successful under all or any market conditions.

A limiting factor in the use of technical analysis is that such
an approach requires price movement data which can be translated into
price trends sufficient to dictate a market entry or exit decision.
Any trading method which is based upon such technical concepts will
not perform well when markets are trendless or erratic, because a
technical method may fail to identify a trend on which
action should be taken or the method may react to minor price
trends, which may result in losses. In addition, a technical
trading method may underperform other trading methods when
fundamental factors dominate price moves within a given market.
For example, since technical analysis generally does not take into
account fundamental factors such as supply, demand and political and
economic events, except insofar as certain factors may have influenced
the technical data constituting input information for such strategies,
a technical trading method may be unable to respond to fundamental
causation events until after their impact has ceased to influence
the market; positions dictated by such resultant price movements may
be incorrect in light of the fundamental factors then affecting the market.

-10-
<PAGE>

Increased Use of Trend-Following and Counter-Trend Systems

Trading systems that employ trend-following timing signals and
systems that employ counter-trend techniques have increased in use during
recent years. With respect to trend-following systems, while the precise
effect of such increase cannot be determined, such increase could alter
trading patterns or affect trade execution to the detriment of HB & Co.
and its clients. As to counter-trend systems (or other systems that
attempt to profit from the wide use of trend-following systems by running
stop points or otherwise), their effect is even harder to determine, but
such increase could also alter trading patterns to the detriment of clients.

Technical, Non-Linear Approach

HB & Co.'s technical, non-linear approach is anticipated
to generate a significantly greater number of trades than HB & Co.'s
technical trend-following approach. Typical trading is expected to
result in an average of 20 trades per year per market, which translates
to approximately 6,000 roundturn trades per $1 million of account equity
per year. Therefore, it is expected that the technical, non-linear
approach will generate substantially greater brokerage commissions
than HB & Co.'s trend-following approach. Prospective clients
should be sensitive to the roundturn commission rate to be charged
by their particular Futures Commission Merchant.

The technical, non-linear approach has been recently
developed by HB & Co. and utilizes a significantly different
methodology than has been used by HB & Co. in the past with
respect to its other trading portfolios. AS OF THE DATE OF
THIS DISCLOSURE DOCUMENT, HB & CO. HAS NOT TRADED THE TECHNICAL,
NON-LINEAR APPROACH ON BEHALF OF ANY CLIENT ACCOUNTS. THEREFORE,
THE TECHNICAL, NON-LINEAR APPROACH DOES NOT HAVE A PERFORMANCE RECORD.

THE FUTURES COMMISSION MERCHANT

Clients are free to choose to maintain their accounts with
any particular Futures Commission Merchant ( FCM ). However, clients
should be aware that not all FCMs are capable of executing trades in
all markets, which may have a material impact on performance results.
Clients may choose to use an introducing broker ("IB") to introduce
their account to HB & Co.

HB & Co. and its principals have no affiliation or business
arrangement, directly or indirectly, with any FCM, IB or principal
thereof, whereby HB & Co. or its principals may benefit, directly or
indirectly, from the maintenance of a client's account with any FCM
or IB. The only compensation earned or to be earned, directly or
indirectly, by HB & Co. from any of the accounts it manages will
be from the fees described herein or otherwise specifically
negotiated with the client.

HB & Co. shall have the right to direct all trades to any
FCM or floor broker it chooses for execution with instructions to
give-up to the client s clearing broker. Such floor brokers may be
independent or affiliated with FCMs. HB & Co. currently utilizes
over twenty different FCMs and independent floor brokers to execute
trades. The clearing broker will then pay the floor brokerage and
additional give-up fees of $2.00/half turn or less (unless higher
fees are approved by the client), to the executing FCM or floor broker
from the client s account. In addition, clients will be required to
sign documentation which specifically authorizes HB & Co. to execute
orders utilizing a give-up procedure and to enter into give-up
agreements with the executing and clearing brokers involved, and
authorizing HB & Co. to act on behalf of the client in negotiating
those agreements.

-11-
<PAGE>

LEGAL MATTERS

There have been no administrative, civil, or criminal actions,
nor have there been any such actions pending, on appeal, or concluded,
within the last five years, or prior to that period, against HB & Co.
or any of its principals.

POTENTIAL CONFLICTS OF INTEREST

HB & Co. and its principals or employees of HB & Co. may
trade futures interest contracts for their own accounts. In such
proprietary trading, HB & Co. or such persons may trade their own
accounts aggressively and, thus, may assume more risks than HB
& Co. will normally assume on behalf of the accounts managed by it.
Such trading may be conducted in accordance with the same approach as
is used in trading accounts managed by HB & Co. or pursuant to different
approaches or strategies and may be done at brokerage rates which are
substantially lower than the rate which clients pay. Because trading
for such accounts may be conducted pursuant to different trading
approaches or strategies from those employed for clients, trades
for such accounts may occur before trades for client accounts or
may be opposite to those for client accounts. Accordingly, such
proprietary accounts may experience trading results which are
substantially different from those experienced by client accounts.
The records of such proprietary trading including any written policies
relating to such trading will not be available to clients for inspection.

Since HB & Co. and its principals may trade futures interest
contracts for their own proprietary accounts, as described above, it is
possible that HB & Co. and/or its principals may, from time to time, be
competing with another account managed by HB & Co. for similar futures
interest contract positions in one or several markets or may take positions
in their proprietary accounts which are opposite the positions taken in
client accounts.

HB & Co. will in the future manage and trade additional accounts.
HB & Co. will not, however, knowingly or deliberately employ a trading method
on behalf of any account which it manages or trades which it knows to be
inferior to any trading method which is employed for other accounts or
knowingly or deliberately favor one account over any other such account.

Notwithstanding the foregoing, speculative position limits
allow a trading advisor to control only a limited number of futures
interest contracts in any one commodity. Therefore, HB & Co. is
potentially subject to conflicts of interests among the accounts
it advises which are competing for a limited number of contracts.
Thus, there is a potential conflict of interest between the individual
client's interest in maintaining a larger position in a specific futures
interest contract, and HB & Co.'s interest in maintaining a smaller
position in an individual client's account in order to provide positions
in the specific futures interest contract to other accounts under management.
In addition, HB & Co. may have a conflict of interest in rendering advice
because its compensation for managing some other accounts may exceed its
compensation for managing a particular client account, and therefore may
provide an incentive to favor such other accounts.

-12-
<PAGE>

PERFORMANCE INFORMATION

HB & Co. is an independent commodity trading advisor
organized in February 1991. The principals of HB & Co. each have
more than ten years of experience in trading futures interests.
All performance information subsequent to March 1, 1991 relates
solely to HB & Co. The performance set forth in Supplemental
Performance Information relates in part to individual and pooled
accounts directed by Messrs. Beck and Hyman while such individuals
were principals of Dean Witter Futures & Currency Management, Inc.
("DWFCM"), a registered commodity trading advisor which commenced
trading operations in April 1988. No representation is or could
be made that the performance of Messrs. Beck and Hyman, while at
DWFCM, is in any way representative of what the performance of HB
& Co. would have been in the past or will be in the future.

All performance information is set forth in performance
capsule format as required by CFTC rules. However, full performance
records for each program are available upon request to HB & Co.

In reviewing the performance capsule, prospective investors should
understand that performance is net of advisory fees and other
expenses (and in accordance with generally accepted accounting
principles) and includes interest income applicable to accounts
comprising each composite portfolio capsule. Such composite
performance is not necessarily indicative of the performance of
any individual account. The fees and charges applicable to
individual accounts are not specifically described herein.
However, the following is a general description of the charges
applicable to such accounts.

Brokerage commissions are accounted for monthly and include the
total amount of all brokerage commissions and other trading fees
paid during the month plus or minus the change in brokerage
commissions and other trading fees accrued on open positions
from the preceding month. Brokerage commission are calculated
on a round-turn or flat-rate basis. Round-turn commission have
ranged from approximately U.S. $8 per round-turn to approximately
U.S. $30 per round-turn. Flat-rate commissions have ranged from
approximately 4% of equity to approximately 9% of equity.
Interest income is earned on U.S. government obligations and
cash on deposit with futures commission merchants and is recorded
on the accrual basis. Management fees are accrued monthly and are
charged at rates ranging from 0% to 3% of equity. Incentive fees
are accrued monthly and are charged at rates ranging from 15% to
25% of new trading profits.

The reasons for varying investment results among accounts
include numerous material differences, including: (1) the period
during which accounts were active; (2) changes in HB & Co.'s
trading methodology - although all accounts were traded in
accordance with the same trading approach, such approach did
change periodically as a result of an ongoing program of research
and development; (3) the size of accounts - which influenced the
number of different markets in which accounts participated and the
number of contracts in each market traded by accounts; (4) the rates
of brokerage commissions paid by accounts and when such commissions
were charged to accounts; (5) the amount of interest income earned
by accounts; (6) the rate of fees and amount of administrative costs
paid by accounts; (7) the timing of orders to open or close positions;
and (8) the market conditions in which accounts were traded, which in
part determines the quality of trade executions. Thus, the results of
individual accounts in the tables may be better or worse than the
composite performance results shown, depending upon such factors.
Past performance is not necessarily indicative of future results.

-13-
<PAGE>

(DELOITTE & TOUCHE LLP LETTERHEAD)

INDEPENDENT ACCOUNTANTS REPORT

Hyman Beck & Company, Inc.

We have examined the accompanying Composite Performance Record, Composite
Performance of the Diversified Portfolios, Composite Performance of the
Foreign Currency Portfolios and Composite Performance of the Global
Portfolios (the Schedules ) of Hyman Beck & Company, Inc. for the
period March 1, 1991 (inception) through December 31, 1991 and for
the four years ended December 31, 1995. Our examination was made in
accordance with standards established by the American Institute of
Certified Public Accountants and, accordingly, included such procedures
as we considered necessary in the circumstances. The Schedules and the
assertions on which they are based are the responsibility of the Company's
management. Our responsibility is to express an opinion on the Schedules
based on our examination.

In our opinion, such Schedules present, in all material respects, the
investment performance for the Composite Performance Record, Composite
Performance of the Diversified Portfolios, Composite Performance of the
Foreign Currency Portfolios and Composite Performance of the Global
Portfolios of Hyman Beck & Company, Inc. for the period March 1, 1991
(inception) through December 31, 1991 and for the four years ended
December 31, 1995 computed in accordance with the measurement and
disclosure criteria set forth in the Notes to the Schedules.

The Composite Performance of All Accounts Directed by the Principals
of Hyman Beck & Company, Inc. for the period April 1988 through
February 1991, the period prior to the incorporation of Hyman Beck
& Company, Inc., Composite Performance of the Diversified Portfolio
Directed by the Principals of Hyman Beck & Company, Inc. for the
period April 1988 through February 1991 and Composite Performance
of the Foreign Currency Portfolios Directed by the Principals of
Hyman Beck & Company, Inc. for the period April 1990 through February
1991 were not examined by us, accordingly, we express no opinion or
other form of assurance on them.

(Deloitte & Touche, LLP)

March 5, 1996

-14-
<PAGE>

HYMAN BECK & COMPANY, INC.
Global Portfolio
April 1991 - December 1995

The following summary performance information and table reflect
the composite performance results of the Global Portfolios directed
by HB & Co. from April 1991 through December 1995 for 49 accounts
ranging in size from U.S. $500,000 to U.S. $52 million. Twenty-seven
open accounts were profitable and two open accounts were unprofitable
as of December 31, 1995.

Name of Trading Advisor: Hyman Beck & Company, Inc.
Name of Trading Program: Global Portfolio
Inception of trading by Trading Advisor: March 1991
Inception of trading in program: April 1991
Number of open accounts: 29
Aggregate assets in all programs: $177,960,468
Aggregate assets in Global program: $117,296,442
Largest monthly drawdown: (10.76%); 2/94
Largest peak-to-valley drawdown: (19.38%); 7/94 - 2/95
Number of profitable closed accounts: 16
Number of unprofitable closed accounts: 4

<TABLE>
Monthly/Annual Rates of Return
<CAPTION>
MONTH 1995 (%) 1994 (%) 1993 (%) 1992 (%) 1991 (%)
<S> <C> <C> <C> <C> <C>
January (6.35) (0.45) (3.97) (7.45) -
February 9.02 (7.45) 8.65 (3.44) -
March 18.71 12.48 2.10 3.15 -
April 6.22 (2.17) 5.65 (3.38) (0.29)
May 6.34 4.22 4.55 2.51 1.80
June (1.12) 5.14 (4.95) 13.10 1.29
July (1.68) (4.30) 5.00 18.27 (0.86)
August (1.80) (4.40) 0.51 6.40 1.52
September (2.16) (2.85) (0.80) (6.68) 6.32
October (1.08) 4.72 (0.63) 3.39 (1.95)
November 1.27 3.43 (2.78) (0.37) 6.07
December 0.80 (2.95) 1.34 (1.88) 19.13
Annual Return 29.12 3.81 14.63 22.56 36.31
</TABLE>

The Performance Information section of this Disclosure Document and
the Footnotes to All Performance Information are an integral part of,
and should be read together with, the performance presented above.

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

-15-
<PAGE>

HYMAN BECK & COMPANY, INC.
FX Portfolio
March 1991 - December 1995

The following summary performance information and table reflect the
composite performance results of the FX Portfolio directed by HB & Co.
from March 1991 through December 1995 for 39 accounts ranging in size
from U.S. $500,000 to U.S. $27 million. Three open accounts were
profitable and seven open accounts were unprofitable as of December
31, 1995.

Name of Trading Advisor: Hyman Beck & Company, Inc.
Name of Trading Program: FX Portfolio
Inception of trading by Trading Advisor: March 1991
Inception of trading on behalf of customers: March 1991
Number of open accounts: 10
Aggregate assets in all programs: $177,960,468
Aggregate assets in FX program: $24,878,148
Largest monthly drawdown: (18.72%); 11/94
Largest peak to valley drawdown: (52.49%); 8/93 -1/95
Number of profitable closed accounts: 5
Number of unprofitable closed accounts: 24

<TABLE>
Monthly/Annual Rates of Return
<CAPTION>
MONTH 1995 (%) 1994 (%) 1993 (%) 1992 (%) 1991 (%)
<S> <C> <C> <C> <C> <C>
January (12.55) (0.94) (5.53) (10.31) -
February 17.53 (3.69) 8.14 (2.42) -
March 40.84 6.98 (3.38) 1.22 13.60
April (0.20) (6.23) 2.25 (2.11) (0.38)
May (7.49) (2.70) 2.76 6.27 (0.73)
June (0.56) 2.07 1.67 13.88 4.25
July 1.32 (6.37) 9.71 15.65 (4.08)
August 6.99 (2.97) (5.59) 17.07 (1.93)
September (1.01) 1.35 (0.19) (7.82) 4.02
October 2.14 3.78 (6.61) 2.51 (5.86)
November (1.75) (8.90) 1.37 1.24 9.13
December (1.77) (4.10) (2.27) (0.91) 25.41
Annual Return 40.58 (20.63) 0.86 34.69 47.65
</TABLE>

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

-16-

<PAGE>

HYMAN BECK & COMPANY, INC.
Diversified Portfolio
March 1991 - December 1995

The following summary performance information and table reflect
the composite performance results of the Diversified Portfolios directed
by HB & Co. from March 1991 through December 1995 for 45 accounts
ranging in size from U.S. $500,000 to U.S. $49 million. Four open
accounts were profitable and nine open accounts were unprofitable
as of December 31, 1995.

Name of Trading Advisor: Hyman Beck & Company, Inc.
Name of Trading Program: Diversified Portfolio
Inception of trading by Trading Advisor: March 1991
Inception of trading in program: March 1991
Number of open accounts: 13
Aggregate assets in all programs: $177,960,468
Aggregate assets in Diversified program: $35,785,878
Largest monthly drawdown: (15.90%); 2/94
Largest peak to valley drawdown: (30.42%); 8/93 - 12/95
Number of profitable closed accounts: 15
Number of unprofitable closed accounts: 17

<TABLE>
Monthly/Annual Rates of Return
<CAPTION>
MONTH 1995 (%) 1994 (%) 1993 (%) 1992 (%) 1991 (%)
<S> <C> <C> <C> <C> <C>
January (10.05) (2.82) (2.12) (8.49) -
February 5.94 (8.86) 5.75 (3.90) -
March 6.27 7.96 2.60 (1.74) 4.60
April 4.80 (6.30) 1.25 2.35 (1.73)
May (1.93) 5.73 1.59 0.07 3.59
June 2.57 0.38 0.19 14.17 9.05
July (6.45) (1.50) 5.49 11.78 (7.60)
August (5.43) (9.26) (5.96) 5.81 2.87
September (3.36) 0.56 (1.52) (2.55) 4.33
October (3.76) 2.34 (4.17) (1.37) 0.37
November (1.26) 3.98 (1.91) 6.41 0.80
December 10.52 2.28 13.39 (1.73) 21.46
Annual Return (4.14) (7.07) 13.96 20.12 41.50
</TABLE>

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

-17-
<PAGE>

HYMAN BECK & COMPANY, INC.
Asset Allocation Portfolio
April 1992 - December 1995

The following summary performance information and table reflect the
composite performance results of the Asset Allocation Portfolio (which
is included in the three preceding tables) directed by HB & Co. from
April 1992 through December 1995 for 4 accounts ranging in size from
U.S. $630,000 to U.S. $17,051,415. Two open accounts were profitable
and no open accounts were unprofitable as of December 31, 1995.

Name of Trading Advisor: Hyman Beck & Company, Inc.
Name of Trading Program: Asset Allocation Portfolio
Inception of trading by Trading Advisor: March 1991
Inception of trading in program: April 1992
Number of open accounts: 2
Aggregate assets in all programs: $177,960,468
Aggregate assets in Asset Allocation program: $9,329,840
Largest monthly drawdown: (9.02%); 1/95
Largest peak-to-valley drawdown: (18.30%); 8/93 -1/95
Number of profitable closed accounts: 1
Number of unprofitable closed accounts: 1

<TABLE>
Monthly/Annual Rates of Return
<CAPTION>
MONTH 1995 (%) 1994 (%) 1993 (%) 1992 (%)
<S> <C> <C> <C> <C>
January (9.02) (0.59) (3.76) -
February 12.51 (5.96) 7.50 -
March 26.39 8.30 0.66 -
April 3.79 (5.05) 3.11 1.49
May 1.19 2.69 2.89 0.88
June 0.40 3.38 (1.12) 12.42
July (2.60) (4.03) 7.72 12.36
August 0.42 (2.97) (1.30) 3.69
September (2.07) (0.02) 0.52 (2.37)
October (0.63) 5.52 (2.64) 1.81
November (0.62) (1.42) (0.55) 3.57
December 3.33 (0.13) 4.90 (1.44)
Annual Return 33.34 (1.29) 18.58 36.07
</TABLE>

The Performance Information section of this Disclosure Document
and the Footnotes to All Performance Information are an integral
part of, and should be read together with, the performance presented
above.

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

-18-
<PAGE>

HYMAN BECK & COMPANY, INC.
Supplemental Performance Information
Foreign Currency Portfolio Directed by the Principals of Hyman
Beck & Company, Inc.
April 1990 - February 1991

The following summary sets forth the composite performance of the
foreign currency portfolios directed by Messrs. Beck and Hyman as
principals of DWFCM from April 1990 through February 1991 for four
commodity fund accounts ranging in size from U.S. $2 million
to U.S. $9 million.

Name of Trading Advisor: Hyman Beck & Company, Inc.
Name of Trading Program: Foreign Currency Portfolio
Inception of program/trading on behalf of customers: April 1990
Number of open accounts: N/A
Aggregate assets in all programs: $75,904,380
Aggregate assets in principals Foreign Currency program : $9,835,082
Largest monthly drawdown: (7.87%); 12/90
Largest peak-to-valley drawdown: (18.86%); 11/90 - 2/91
Number of profitable closed accounts: 4
Number of unprofitable closed accounts: 0
Period Rate of Return (4/90 through 12/90): 10.20%
Period Rate of Return (1/91 through 2/91): (11.80%)

<TABLE>
Monthly/Annual Rates of Return
<CAPTION>
MONTH 1991 (%) 1990 (%)
<S> <C> <C>
January (7.81) -
February (4.36) -
March -
April 0.06
May (5.88)
June 1.78
July 9.72
August 1.23
September 0.70
October 11.75
November (0.17)
December (7.87)
Annual Return (11.80) 10.20
</TABLE>

The information presented above reflects the performance of the principals
of HB & Co. prior to the incorporation of HB & Co., as described under
Performance Information. The Performance Information section of this
Disclosure Document and the Footnotes to All Performance Information are
an integral part of, and should be read together with, the performance
presented above.

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

-19-
<PAGE>

HYMAN BECK & COMPANY, INC.
Supplemental Performance Information
Diversified Portfolio Directed by the Principals of Hyman Beck & Company, Inc.
April 1988 - February 1991

The following summary sets forth the composite performance of the
diversified portfolios directed by Messrs. Beck and Hyman as
principals of DWFCM from April 1988 through February 1991 for
four commodity fund accounts and one individual account
ranging in size from U.S. $100,000 to U.S. $53 million.

Name of Trading Advisor: Hyman Beck & Company, Inc.
Name of Trading Program: Diversified Portfolio
Inception of trading in program: April 1988
Number of open accounts: N/A
Aggregate assets in all programs: $75,904,380
Aggregate assets in principals Diversified program: $66,069,298
Largest monthly drawdown: (13.15%); 8/89
Largest peak-to-valley drawdown: (25.15%); 8/89 - 10/89
Number of profitable closed accounts: 4
Number of unprofitable closed accounts: 1
Period Rate of Return (4/88 through 12/88): 31.70%
Annual Rate of Return 1989: 1.52%
Annual Rate o Return 1990: 53.55%
Period Rate of Return (1/91 through 2/91): (4.48%)

<TABLE>
Monthly/Annual Rates of Return
<CAPTION>
MONTH 1991 (%) 1990 (%) 1989 (%) 1988 (%)
<S> <C> <C> <C> <C>
January (5.74) 5.83 (2.14) -
February 1.36 3.01 (5.25) -
March (0.32) 5.49 -
April 13.22 (5.15) 0.48
May (13.24) 15.64 4.80
June 2.68 (0.29) 31.37
July 8.84 6.96 (10.35)
August 24.69 (13.15) 6.51
September 6.64 (5.94) (1.38)
October (1.44) (8.36) (3.55)
November 0.07 5.67 8.44
December (1.84) 12.15 (3.36)
Annual Return (4.48) 53.55 1.52 31.70
</TABLE>

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS

-20-
<PAGE>
FOOTNOTES TO ALL
PERFORMANCE INFORMATION

Aggregate assets in all programs is the aggregate amount of
total equity under management overall shown as of the end of the period
covered by the capsule. Supplemental performance in respect of the
Diversified Portfolio (4/88 through 2/91) and the Foreign Currency
Portfolio (4/90 through 2/91) reflects the performance of the principals
of HB & Co. prior to the formation of HB & Co., as described under
Performance Information.

Aggregate assets in the program is the aggregate amount of
total equity under management in the program shown as of the end of the
period covered by the capsule.

Drawdown means losses experienced by the composite record
over a specified period. Individual accounts may experience larger
drawdowns than are reflected in the composite record of a particular
trading portfolio. Where an individual account has experienced a
drawdown that is greater than has been experienced on a composite
basis, the largest drawdown experienced by such individual account
is presented. Drawdowns are measured on the basis of month-end net
asset values only.

Largest monthly drawdown means the greatest decline in
month-end net asset value due to losses sustained by a trading
portfolio on a composite basis or an individual account for any
particular month.

Largest peak-to-valley drawdown means the greatest
cumulative percentage decline in month-end net asset value due
to losses sustained by a trading portfolio on a composite basis
or an individual account during any period in which the initial
month-end net asset value is not equaled or exceeded by a subsequent
month-end asset value.

Monthly Rate of Return is net performance for the month,
in general, divided by beginning net asset value for the month.
However, in months in which significant additions or withdrawals
occurred other than at month-end, monthly rate of return has been
determined based on beginning net asset value plus weighted average
additions and withdrawals during the month. Monthly rate of return
for the first month in some tables equal net performance for the
month divided by additions for the month.

Annual Rate of Return is calculated by multiplying on
a compound basis each of the Monthly Rates of Return and not by
adding or averaging such Monthly Rates of Return. For periods of
less than one year the results are for the period stated. For
example, the Annual Return of 41.50% for the partial year 1991
for the Diversified Portfolio was calculated by multiplying 100 by
the quantity [(1+.0460) (1-.0173) (1+.0359) (1+.0905) (1-.0760)
(1+.0287) (1+.0433) (1+.0037) (1+.008) (1+.2146)] minus 100.

The Asset Allocation Portfolio represents accounts
trading a combination of each of the Global, FX and/or Diversified
Portfolios; therefore, the assets and Rates of Return set forth in
the summary performance information and chart are also reflected in
the assets and Rates of Return set forth in the individual Global,
FX and Diversified Portfolio summaries and charts. The first account
traded pursuant to the Asset Allocation Portfolio was established in
April 1992 with all of its assets allocated to HB & Co.'s Diversified
Portfolio; in August 1992 the assets of such account were reallocated
to the Global and Diversified Portfolios; and in January 1993 the
assets of such account were allocated among the Global, FX and
Diversified Portfolios. From January 1993 forward, all asset
allocation portfolio accounts have at all times included allocations
among the Global, FX and Diversified Portfolios.

-21-
<PAGE>
PROSPECTIVE CLIENTS ARE CAUTIONED THAT THE PERFORMANCE
INFORMATION SET FORTH IN THE PRECEDING DISCUSSION AND IN THE
PERFORMANCE TABLES AND THE FOOTNOTES ABOVE IS NOT INDICATIVE
OF AND HAS NO BEARING ON ANY TRADING RESULTS WHICH MAY BE ATTAINED
BY HYMAN BECK & COMPANY, INC. IN THE FUTURE, SINCE PAST RESULTS ARE
NOT NECESSARILY INDICATIVE OF FUTURE PERFORMANCE. THERE CAN BE NO
ASSURANCE THAT CLIENTS WILL EARN ANY PROFITS AT ALL OR WILL BE ABLE
TO AVOID INCURRING SUBSTANTIAL LOSSES.

-22-
<PAGE>

Appendix A

HYMAN BECK & COMPANY, INC.
6 Campus Drive
Parsippany, New Jersey 07054
(201) 644-9300
(201) 644-3366 telefax

ADVISORY AGREEMENT

THIS AGREEMENT FOR ADVISORY SERVICES IS MADE AND ENTERED INTO
THIS __________________day of _________________________, 19_____, by
and between HYMAN BECK & COMPANY, INC., hereinafter referred to as
the "Advisor" and_____________________________________, hereinafter
referred to as the "Client."

THIS AGREEMENT IS ENTERED INTO BASED UPON THE FOLLOWING REPRESENTATIONS:
The Client represents that the Client has speculative capital for the
principal purpose of investing in futures interest contracts, and has
been informed and is fully cognizant of the possible high risks associated
with such investments. The Client further represents that the Client has
the financial capacity to undertake such risks.

IT IS MUTUALLY AGREED:

1. The Client shall deposit with ______________________________________,
hereinafter called the "Broker," who is mutually acceptable to both the
Client and the Advisor, funds and/or securities in the amount of
$_____________ or more, for an initial account size of__________________
(the "Account"), in accordance with the Advisor's __________________ Portfolio,
whose level of trading, risk, and advisory fees shall be based on such
Account's Net Assets and policies applied by the Advisor.
.
2. The Advisor will cause futures interest contracts, including
futures contracts, forward contracts, options on such contracts, and/or
cash commodities to be bought, sold, sold short, spread, and will have
the exclusive authority to issue all necessary instructions to the Broker.
All such transactions shall be for the account and risk of the Client.

3. The Advisor's services are not rendered exclusively for the Client,
and the Advisor shall be free to render similar services to others.

4. This Agreement shall remain in effect until terminated by the
receipt of written notice of either party to the other. The Advisor or
Client may terminate this Agreement for any or no reason upon such notice.
Upon termination of this Agreement, the open positions, if not liquidated,
and subsequent management of the Account shall be the sole responsibility
of the Client.

5. The Client may add to or withdraw funds from the Account at any
time as long as the Account's equity remains above the initial Account
size. The Client agrees to notify the Advisor in writing in advance of
such additions and withdrawals.

<PAGE>

Appendix A
Page 2 of 6

6. The Client's Account shall be charged for all commissions and/or
expenses arising from transactions exercised in the administration of the
Account.

7. The Client agrees to inform the Advisor immediately if the Client
is dissatisfied with the Advisor's decisions or actions, or if the Client
is dissatisfied with the Broker's handling of the Account.

8. The Advisor's recommendations and authorizations shall be for
the Account and risk of the Client. The Advisor makes no guarantee that
any of its services will result in a profit to the Client. The Client
has discussed the risks of futures interest trading with the Broker and
understands these risks. The Client assumes the responsibility for
losses that may be incurred.

9. The Client agrees to execute a limited trading authorization
with the Broker authorizing the Advisor to enter orders for futures
interest contracts for the Client's Account. It is agreed and understood
by the Client that the Advisor has no responsibility for the proper
execution of orders by the Broker.

10. The Client will pay the Advisor a monthly management fee equal
to 1/4 of 1% of the Account's month-end Net Assets before withdrawals
made during the month (a 3% annual rate). The term "Net Assets" of the
Account shall mean total assets (including, but not limited to, all
cash and cash equivalents, valued at cost, accrued interest, capital
committed by Client but not actually deposited in the Account, and the
market value of all open futures interest positions), less liabilities
of the Account (including the accrued portion of brokerage fees),
excluding accrued management and incentive fees. The current market
value of all open commodity positions shall be as indicated by the
settlement price determined by the exchanges on which such positions
are maintained. If there are no trades on the date of the calculation
due to the operation of the daily price fluctuation limits, the closing
of the exchange on which positions are maintained, or otherwise, the
contract will be valued at the nominal settlement price as determined
by the exchange. The management fee payable to the Advisor for the
month in which the Account commences or terminates trading operations
will be prorated based on the ratio of the number of trading days in
the month in which the Account receives trading advice from the Advisor
to the total number of trading days in the month.

11. The Client will pay the Advisor a quarterly incentive fee
equal to 25% of the Trading Profits earned by the Client's Account
as of , 19 , and as of the end of each three-month period
thereafter (an "Incentive Fee Period"). The term "Trading Profits" is
defined to mean the net futures interest trading profits (realized and
unrealized) earned by the Account as of the end of each Incentive Fee
Period after deduction of brokerage commissions paid and accrued, floor
brokerage fees, and other fees, costs, and expenses directly related to
the Account's trading activities (but prior to reduction for any

<PAGE>

Appendix A
Page 3 of 6

accrued and unpaid incentive fees); such trading profits shall
be determined from the end of the last Incentive Fee Period for which an
incentive fee was earned by the Advisor or, if no incentive fee has been
earned previously by the Advisor, from the date that the Account began to
receive trading advice from the Advisor to the end of the Incentive Fee
Period as of which such incentive fee calculation is being made. In the
calculation of Trading Profits, HB & Co. is not required to earn back
previously paid incentive fees. If the Advisory Agreement is terminated
as of any date which is not the end of an Incentive Fee Period, the
incentive fee described above, if applicable, will be determined as
if such termination date were at the end of an Incentive Fee Period.
If any payment of incentive fees is made to the Advisor on account of
Trading Profits and the Client's Account thereafter fails to earn Trading
Profits or experiences losses for any subsequent Incentive Fee Period,
the Advisor will be entitled to retain such amounts of incentive fees
previously paid to it in respect of such Trading Profits. However,
no subsequent incentive fees will be payable to the Advisor until the
Account has overcome any trading losses being carried forward to
achieve new Trading Profits.

In the event that assets are added to or withdrawn from
the Account other than as of a month-end, the management fee due (as
of the end of each month) shall equal the sum of (i) 1/4 of 1% of the
Net Assets of the Account as of the day of such increase, withdrawal
or reduction, pro rated on the basis of the number of days during such
month prior to such increase, withdrawal or reduction, plus (ii) 1/4 of
1% of the Net Assets of the Account as of the last day of such month,
pro-rated in the same matter as described in (i) above. If any
withdrawal from the Account occurs as of any date that is not at
the end of an Incentive Fee Period, an incentive fee will be paid,
with respect to such withdrawn amount as if such withdrawal occurred
as of the end of an Incentive Fee Period. Withdrawals from the Account
will result in a proportional reduction of any cumulative trading loss
carryforward as of the date of such withdrawal.

12. The Client agrees to authorize the Broker to make payments
from the Client's Account to the Advisor in compensation for services
as set forth in this Agreement.

13. The Client acknowledges that he/she has read a copy of the
Advisor's Disclosure Document, including the Risk Disclosure Statement.
The Advisor makes no guarantee that any of its services will result in
a profit or will not result in a loss for the Client. The Advisor will
not be liable to the Client or to others except by reason of acts
constituting willful malfeasance or gross negligence as to its duties
herein, and disclaims any liability for human or machine errors in
orders to trade or not to trade futures interest contracts. The Client
agrees to hold the Advisor, as well as the Advisor's successors and
assigns and its and their officers, directors and employees and
shareholders,

<PAGE>

Appendix A
Page 4 of 6

harmless and agrees to indemnify each of the same fully
against any and all losses, costs, damages (including, without
limitation, consequential losses and attorneys' fees) in any
fashion pertaining to or arising out of the Account outside of
the Advisor's willful malfeasance or gross negligence.

14. Notwithstanding any other provision of this Agreement
to the contrary, Client, not the Advisor, shall have the sole and
exclusive authority and responsibility with regard to the investment,
maintenance and management of the Account s assets which are held in
securities (such as United States Government securities) and in cash.

15. Should the Client be acting on behalf of third-party investors,
Client has determined the extent of any information regarding the Account
(including trading performance) that is required to be provided to such
investors and takes sole responsibility therefor.

16. Should the Client be acting on behalf of third-party investors,
Client shall not provide any sales or promotional materials referring to
the Advisor to any such investors for whom the Client is acting without
prior written consent of the Advisor.

17. Client represents and warrants to the Advisor that: (i) it has
full capacity and authority to enter into this Agreement and to perform
its obligations hereunder; (ii) it has all governmental and regulatory
licenses, registrations and approvals required by law as may be necessary
to perform its obligations under this Agreement; (iii) Client will not,
by entering into this Agreement and performing its obligations hereunder,
breach or cause to be breached any undertaking agreement, contract,
statute, rule or regulation of any court or any governmental body or
administrative agency or self regulatory authority having jurisdiction
over it; and (iv) the Advisor is not required to obtain any licenses,
registrations or approvals in connection with the Advisor s execution
of this Agreement and the performance of its obligations hereunder.

18. Client shall indemnify, defend and hold harmless the Advisor
and its directors, officers, shareholders, employees and controlling
persons from and against any and all losses, claims, damages, liabilities
(joint and several), costs and expenses (including any investigatory,
legal and other expenses incurred in connection with, and any amounts
paid in, any settlement; provided that Client shall have approved such
settlement) resulting from a demand, claim, lawsuit, action or proceeding
arising out of, resulting from or relating to any such person s actions
or capacities in connection with the Account pursuant to this Agreement;
provided that the conduct of such person which was the subject of the
demand, claim, lawsuit, action or proceeding was not in contravention
of the express terms of this Agreement, or did not constitute willful
misconduct or gross negligence.

<PAGE>
Appendix A
Page 5 of 6

19. In the event that any provisions of this Agreement are invalid
for any reason whatsoever, all other conditions and provisions of this
Agreement shall, nevertheless, remain in full force and effect. There
are no verbal agreements between the parties.

20. This Agreement constitutes the entire agreement between the
parties, and no modifications or amendments of this Agreement shall be
binding unless in writing and signed by the participants hereto.

21. This Agreement shall be governed by the laws of the State of
New York. The Client and the Advisor agree that any action or proceeding
arising directly, indirectly, or otherwise in connection with, out of,
related to, or from this Agreement, any breach hereof, or any
transaction covered hereby, shall be resolved whether by arbitration
or otherwise, within the County, City, and State of New York. Accordingly,
the Client and the Advisor consent and submit to the jurisdiction of the
federal and state courts and any applicable arbitral body located within
the County, City, and State of New York. The Client and the Advisor
further agree that any such action or proceeding brought by either
the Client or the Advisor to enforce any right, assert any claim, or
obtain any relief whatsoever in connection with this Agreement shall
be brought by the Client or the Advisor, as applicable, exclusively
in federal or state courts, or of appropriate before any applicable
arbitral body, located within the County, City and State of New York.

22. Any notices required to be given hereunder shall be in
writing and sent by certified or registered mail, return receipt
requested, to the Advisor and to the Client at the addresses set
forth below their respective signatures hereto. Either party may
change its address by giving notice in writing to the other party
stating such new address. Commencing on the tenth day after the
giving of such notice, such newly designated address shall be the
party's address for the purpose of all notices or communications
required or permitted to be given pursuant to this Agreement.
Notices to the Client from the Advisor shall be deemed given as
of the close of business on the first business day after mailing.
Notices to the Advisor from the Client shall be deemed given as of
the close of business on the day on which such notices are received
by the Advisor.

<PAGE>
Appendix A
Page 6 of 6

IN WITNESS WHEREOF, the parties hereto have executed this
Agreement on the day and year written on the first page of this Agreement.

HYMAN BECK & COMPANY, INC. Signature(s) of Client(s)

by______________________________ _______________________________
6 Campus Drive
Parsippany, New Jersey, 07054 _______________________________

_______________________________

(Client(s) Address)

_______________________________

________________________________ _______________________________
(Account Executive)
_______________________________

________________________________ _______________________________
(Brokerage Firm)

<PAGE>

Appendix B

HYMAN BECK & COMPANY, INC.
6 Campus Drive
Parsippany, New Jersey 07054
(201) 644-9300
(201) 644-3366 telefax

RE: Acknowledgement of Receipt of Hyman Beck & Company, Inc.
Disclosure Document

Gentlemen:

This is to acknowledge that I have received a copy of the Disclosure
Document of Hyman Beck & Company, Inc. dated March 20, 1996.

Read and Acknowledged by: ___________________________________________________
Client's Signature

___________________________________________________
Name: printed or typed

___________________________________________________
Date

<PAGE>
Appendix C

FEE PAYMENT AUTHORIZATION

_____________________________

_____________________________
(Name of Brokerage Firm)

In connection with my commodity trading account
(number __________________) carried by you, you are hereby
authorized to deduct and pay to Hyman Beck & Company, Inc. such
incentive and management fees ("Fees") as Hyman Beck & Company,
Inc. may specify in writing to you from time to time. Hyman Beck
& Company, Inc. shall be solely responsible for determining the
amount of such Fees, and you are hereby directed to comply with
instructions you receive from Hyman Beck & Company, Inc. without
further direction or confirmation from the undersigned. This fee
payment authorization shall remain in effect until terminated in
writing by the undersigned.

Hyman Beck & Company, Inc. Client(s)
6 Campus Drive
Parsippany, New Jersey 07054 _______________________________
(201) 644-9300 (Signature)
(201) 644-3366 telefax
_______________________________
(Name: printed or typed)

_______________________________
(Signature)

DATED:_________________________ _______________________________
(Name: printed or typed)

<PAGE>

[THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK]

<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 Partnership 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>
(Exhibit "C" - cont'd)

(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 Partnership's Net
Asset Value allocated to the Advisor for any one commodity, or in
excess of 66 % of the Partnership's Net Asset Value allocated to
the Advisor for all commodities combined.

(7) To the extent the Partnership engages 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).

-2-

<PAGE>
FOREIGN CURRENCY ADDENDUM

This addendum ("Addendum) supplements the terms and conditions of
the Futures Account Client Agreement ("Agreement") entered into by and
between Prudential-Bache OptiMax Futures Fund, L.P. ("Customer") and
Prudential Securities Incorporated ("PSI") as of ___________, 199__.

In consideration of PSI agreeing to enter into various forward and
spot foreign currency and foreign currency options transactions
(collectively "Forex Contracts") with Customer, the parties agree
as follows:

1. Relationship to Agreement. Except as otherwise provided in
this Addendum, the terms and conditions of the Agreement shall remain
in full force and effect, and shall apply to all Forex Contracts that
PSI may transact with Customer. If there are any conflicts between
the terms and conditions of the Agreement and this Addendum, the terms
and conditions of this Addendum will govern with respect to Forex
Contracts.

2. Forex Contracts. PSI and Customer will each act as principals
with respect to Forex Contracts. Forex Contracts will be transacted within
the non-regulated portion of Customer's PSI futures account. Customer
acknowledges that Forex Contracts are not traded on or guaranteed by a
regulated exchange or its clearing house and accordingly, acknowledges
that trading in Forex Contracts is not subject to the same regulatory
or financial protections as is trading in futures contracts. Customer
represents and warrants that (a) it is authorized to enter into Forex
Contracts, (b) it understands that as principal opposite PSI the parties
will each be relying on the creditworthiness of the other, (c) each
Forex Contract will be individually negotiated as to its material
economic terms, and (d) PSI will be entitled to rely on any instructions,
notices and communications that it reasonably believes to have originated
with any authorized representative of Customer, including a person with
a Power of Attorney over trading decisions, and Customer shall be
bound thereby.

3. Limits. This Addendum does not evidence a commitment of PSI
or Customer to enter into Forex Contracts generally or to enter into
any specific Forex Contract. PSI shall have the right to set limits
on the number of Forex Contracts that PSI will transact with Customer.
PSI reserves the right to increase or decrease such limits as, in PSI's
good faith judgment, market and economic conditions warrant, including
but not limited to the material change in Customer's credit rating or
Customer's country or sovereign rating by an internationally recognized
rating agency. Additionally, PSI reserves the right, exercisable at
any time when warranted by market conditions in PSI's sole discretion,
to refuse acceptance of Customer's orders.

4. Confirmations. Upon entering into a Forex Contract with
Customer, PSI shall verbally confirm the economic terms to Customer
followed by a written confirmation (via letter, telex, facsimile or
telecopier at PSI's election) (the "Confirmation) specifying the
amount of

<PAGE>

foreign currency bought or sold by Customer against U.S.
dollars or another foreign currency, the exchange rate, and the date
on which, and the location where, the currency is to be delivered.
Confirmations shall be conclusive and binding on Customer unless
Customer promptly notifies PSI of any objection within three (3) days
of receipt by Customer of the Confirmation.

5. Collateral; Settlement. PSI reserves the right to require
customer to deposit collateral with respect to Forex Contract
transactions. All Forex Contracts will be transacted pursuant
to a line of credit or will be otherwise collateralized at PSI's
option, and will be subject to the netting provisions set forth in
Section 8 below. All payments due under a Forex Contract shall be
made by wire transfer on the delivery date specified in the Confirmation
in immediately available funds in the designated currency. In the
event that either party's performance of its payment obligations
shall be interrupted or delayed by reason of war, riot, civil
commotion, sovereign conduct or other acts of state, the time of
performance of such party's obligations shall be extended for the
period of such interruption.

6. Dispute Resolution. Any dispute between Customer and PSI
relating to Customer's Forex Contracts shall be settled and determined
by an arbitration panel of either the New York Stock Exchange, the
National Association of Securities Dealers Inc., or the National
Futures Association as Customer may elect, or if the foregoing qualified
forums decline to arbitrate such dispute, before such forum as may be
agreed upon between the parties. At such time that PSI notifies Customer
of its intent to submit a claim to arbitration Customer will have seven
business days to elect a qualified forum for conducting the proceeding.
If Customer fails to notify PSI of its selection within seven business
days, PSI shall have the absolute right to make such selection.

7. Governing Law. The interpretation and enforcement of this
Addendum (and the Forex Contracts covered hereunder) and the rights,
obligations and remedies of the parties shall be governed by and
construed in accordance with the laws of the State of New York,
without regard to principles of choice of law.

8. Netting Provisions.

(a) Netting by Novation. Unless separately agreed and set out
in the Confirmation regarding a specific Forex Contract, each Forex
Contract made between Customer and PSI will immediately, upon its
being entered into, be netted with all then existing Forex Contracts
between Customer and PSI for the same paired currencies having the
same delivery date. Each Forex Contract containing an obligation to
deliver that has been netted pursuant to the foregoing shall immediately
be deemed cancelled and simultaneously replaced by a single transaction.
For purposes hereof, each Forex Contract shall be deemed a Forex
Contract from and after its inception for all purposes.

(b) Payment Netting. If on any delivery date more than one
delivery of a particular currency is to be made between Customer and
PSI pursuant to a Forex Contract,

2
<PAGE>

each party shall aggregate the amounts deliverable by it and only
the difference, if any, between these aggregate amounts shall be
delivered by the party owing the larger amount to the other party.

(c) Discharge and Termination of Options. Any call option or
any put option written by a party will automatically be terminated and
discharged, in whole or in part, as applicable, against a call option
or a put option, respectively, written by the other party, such
termination and discharge to occur automatically upon the payment
in full of the premium payable in respect of such options; provided
that such termination and discharge may occur only in respect of
options:

(i) each being with respect to the same put currency and
the same call currency;

(ii) each having the same expiration date and expiration time;

(iii) each being of the same style, i.e. both being
America Style options or both being European Style options;

(iv) each having the same strike price; and

(v) neither of which shall have been exercised by delivery
of a notice of exercise;

and, upon the occurrence of such termination and discharge,
neither party shall have any further obligation to the other party in
respect of the relevant options or, as the case may be, parts thereof
so terminated and discharged. In the case of a partial termination and
discharge (i.e., where the relevant options are for different amounts
of the currency), the remaining portion of the option that is partially
discharged shall continue to be a Forex Contract for all purposes of
this Addendum.

(d) The occurrence at any time with respect to a party of any of
the following events constitutes an event of default (an Event of
Default ) with respect to such party:

(i) Failure to Pay or Deliver. Failure by the party to make,
when due, any payment under this Addendum or delivery required to be
made by it if such failure is not remedied on or before the third
business day after notice of such failure is given to such party;

(ii) Breach of Agreement. Failure by the party to comply
with or perform any agreement or obligation under this Addendum if
such failure is not remedied on or before the third business day after
notice of such failure is given to the Defaulting Party:

3
<PAGE>

(iii) Failure to Provide Adequate Assurances. Failure
by Customer to provide adequate assurances of its ability to perform
any of its obligations under this Addendum within three business days
of a written request from PSI to do so when PSI has reasonable grounds
for insecurity;

(iv) Bankruptcy. The Party - (A) is dissolved (other than
pursuant to a consolidation, amalgamation or merger); (B) becomes
insolvent or is unable to pay its debts or fails or admits in writing
its inability generally to pay its debts as they become due; (C) makes
a general assignment, arrangement or composition with or for the
benefit of its creditors; (D) institutes or has instituted against
it a proceeding seeking a judgment of insolvency or bankruptcy or
any other relief under any bankruptcy or insolvency law or other
similar law affecting creditors rights, or a petition is presented
for its winding-up or liquidation, and, in the case of any such
proceeding or petition instituted or presented against it, such
proceeding or petition (1) results in a judgment or insolvency or
bankruptcy or the entry of an order for relief or the making of an
order for its winding-up or liquidation or (2) is not dismissed,
discharged, stayed or restrained in each case within 30 days of the
institution or presentation thereof; (E) has a resolution passed for
its winding-up, official management or liquidation (other than pursuant
to a consolidation, amalgamation or merger); (F) seeks or becomes
subject to the appoint of an administrator, provisional liquidator,
conservator, receiver, trustee, custodian or other similar official
for it or for all or substantially all of its assets; (G) has a secured
party take possession of all or substantially all of its assets or has
a distress, execution, attachment, sequestration or other legal process
levied, enforced or sued on or against all or substantially all of its
assets and such secured party maintains possession, or any such process
is not dismissed, discharged, stayed or restrained, in each case within
30 days thereafter; (H) causes or is subject to any event with respect
to it which, under the applicable laws of any jurisdiction, has an
analogous effect to any of the events specified in clauses (A) to
(G) (inclusive); or (i) takes any action in furtherance of, or
indicating its consent to, approval of, or acquiescence in, any
of the foregoing acts.

(e) Close-Out Netting. If an Event of Default has occurred and
is continuing in respect of a party ("Defaulting Party"), the other
party ("Non-Defaulting Party") shall be entitled in its reasonable
discretion, immediately and at any time and upon notice (unless such
notice cannot practicably be provided in the circumstances) to close-out
all Defaulting Party's Forex Contracts, and may in its reasonable
discretion at any time or from time to time upon notice (unless such
notice cannot practicably be provided in the circumstances) liquidate
all or some of Defaulting Party's collateral in Non-Defaulting Party's
possession or control on any commercially reasonable basis and apply the
proceeds of such collateral to any

4
<PAGE>

amounts owing by Defaulting Party to Non-Defaulting Party resulting
from the close-out of such Forex Contracts. Any such close-out of
Forex Contracts shall be accomplished by the Non-Defaulting Party:
(i) closing-out each such Forex Contract so that each such
Forex Contract is cancelled and calculating settlement amounts
equal to the difference between the market value (as determined by PSI
in good faith) and contract value of the Forex Contract or, in the case
of options, settlement amounts equal to the current market premium for
a comparable option (as determined by PSI in good faith); (ii) discounting
each settlement amount then due to present value at the time of close-out
(to take into account the period between the date of close-out and the
maturity date of the relevant liquidated Forex Contract using an interest
rate equal to PSI's cost of funds as determined by PSI in good faith);
(iii) calculating an aggregate settlement payment in an amount equal
to the net amount of such discounted settlement amounts as is then due
from one party to the other; and (iv) setting off the settlement payments,
if any, that Non-Defaulting Party owes Defaulting Party as a result of
such liquidation and all collateral held by or for Non-Defaulting Party
against the settlement payments, if any, that Defaulting Party owes to
Non-Defaulting Party as a result of such close-out; so that all such
amounts are netted to a single liquidated amount payable by one party
to the other party, as appropriate, on the business day following the
close-out.

Notwithstanding anything to the contrary set forth above
regarding the Non- Defaulting Party's rights to close-out and value
Forex Contracts, if an event specified in clause (iv) of this sub-section
(d) has occurred, then upon the occurrence of such event, all outstanding
Forex Contracts will be deemed to have been automatically terminated as
of the time immediately preceding the institution of the relevant
proceeding, or the presentation of the relevant petition upon the
occurrence with respect to the party to such specified event.

The rights of PSI under this sub-section (e) shall be in
addition to, and not in limitation or exclusion of any other rights
that PSI may have (whether by agreement, operation of law or otherwise).

9. Liquidated Damages. The parties agree that the amount owing
by one party to the other party hereunder is a reasonable computation
of the loss or gain it would have incurred or received on the obligations
between the parties governed by this Addendum and is not a penalty.
Such amount is payable as liquidated damages to the other party for
the loss of the benefit of its bargains and neither party shall be
entitled to recover additional damages in respect of such loss of
the bargain. The determination of such amount shall be conclusive,
absent manifest error.

10. Understanding of Risks. Each party will be deemed to represent
to the other party on the date on which it enters into a Forex Contract
that it has the capability to evaluate and understand (on its own behalf
or through independent professional advice), and does understand, the
terms, conditions and risks of that Forex Contract and is willing to
accept those terms and conditions and to assume (financially and
otherwise) those risks.

5
<PAGE>

11. Termination. Each party may terminate this Addendum at
any time on three (3) business days prior written notice. No such
termination shall affect any Forex Contracts entered into prior to
such termination and this Addendum shall continue to govern any such
Forex Contract.

__________________________ ___________________________________
Date Name of Customer

By:_______________________________

Title: ___________________________

Signature:________________________

Accepted By Prudential Securities Incorporated

By:_____________________________ Date: ____________________________

Title:__________________________

Signature: _____________________

<PAGE>

<ARTICLE> 5

<LEGEND>
The Schedule contains summary financial
information extracted from the financial
statements for Prudential-Bache OptiMax Futures
Fund, L.P. and is qualified in its entirety
by reference to such financial statements
</LEGEND>

<CIK> 0000866533
<NAME> Prudential-Bache OptiMax Futures Fund, L.P.
<MULTIPLIER> 1

<FISCAL-YEAR-END> Dec-31-1996

<PERIOD-START> Jan-1-1996

<PERIOD-END> Mar-31-1996

<PERIOD-TYPE> 3-Mos

<CASH> 1,925,602

<SECURITIES> 16,814,081

<RECEIVABLES> 0

<ALLOWANCES> 0

<INVENTORY> 0

<CURRENT-ASSETS> 18,739,683

<PP&E> 0

<DEPRECIATION> 0

<TOTAL-ASSETS> 18,739,683

<CURRENT-LIABILITIES> 3,895,267

<BONDS> 0

<COMMON> 0

<OTHER-SE> 14,844,416

<TOTAL-LIABILITY-AND-EQUITY> 18,739,683

<SALES> 0

<TOTAL-REVENUES> 303,773

<CGS> 0

<TOTAL-COSTS> 0

<OTHER-EXPENSES> 404,204

<LOSS-PROVISION> 0

<INTEREST-EXPENSE> 0

<INCOME-PRETAX> 0

<INCOME-TAX> 0

<INCOME-CONTINUING> 0

<DISCONTINUED> 0

<EXTRAORDINARY> 0

<CHANGES> 0

<NET-INCOME> (100,431)

<EPS-PRIMARY> (0.69)

<EPS-DILUTED> 0

</TABLE>