FORM OF
FOREIGN CURRENCY ADDENDUM
This addendum ("Addendum") supplements the terms and conditions
of the Futures Account Client Agreement ("Agreement") entered into by and
between World Monitor Trust ("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
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.
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(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, 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
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remedied on or before the third business day after
notice of such failure is given to the Defaulting Party:
(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
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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 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.
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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.
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.
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Date Name of Customer
By:________________________________
Title:_____________________________
Signature:_________________________
Accepted By Prudential Securities Incorporated
By:________________________________ Date:______________________
Title:_____________________________
Signature:_________________________
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