**Exhibit 10.1**

 

***Prudential Equity Group, LLC***

*One New York Plaza,15th Floor*

*New York, New York 10292*

 

March 30, 2004 

 

Prudential Securities Strategic Trust 

Prudential Securities Futures Management Inc. 

One New York Plaza, 13th Floor 

New York, New York 10292 

 

 

Reference is hereby made to the Brokerage Agreement by and between Prudential Strategic Trust (f/k/a Willowbridge Strategic Trust) (the “**Trust**”)and Prudential Equity Group, LLC (f/k/a Prudential Securities Incorporated (“**PEG**”)), dated as of May 1, 1996 (the “**Agreement**”). 

 

In connection with the transfer, effective as of January 1, 2004 (the “**Effective Date**”), of PEG’s futures andderivatives business to PFDS Holdings LLC (“**Holdings**”),**** and the further transfer of that business to Prudential Financial Derivatives, LLC, a wholly-owned subsidiary of Holdings (“**PFD**”), PEG hereby assigns,transfers and sets over to PFD all the rights, title and interest, powers, privileges and remedies of PEG under the Agreement, and PEG hereby delegates, and PFD hereby assumes, all duties, liabilities and obligations of PEG under the Agreement, withthe same force and effect as if PFD had been an original party to the Agreement, which assignment, delegation and assumption (the “**Assignment**”) shall be effective as of 12:01 a.m. on the Effective Date. As of the Effective Date, theAgreement shall be deemed to have been amended to delete all references to PEG as a party thereto and to substitute therefor references to PFD. 

 

Any information set forth in the Agreement relating to PEG’s names and addresses for communications between the parties shall be deemed to have been deletedand replaced by the information relating to PFD set forth below: 

 

Prudential Financial Derivatives, LLC 

One New York Plaza, 13th Floor 

New York, New York 10292 

Attention: Richard H. Hulit, Jr.

 

The Trust hereby consents to the Assignment of the Agreement and theresulting assignment of rights and delegation of duties as set forth above. The Trust releases PEG from any and all obligations and liabilities arising under the Agreement, excluding any obligation or liability under the Agreement arising inconnection with transactions that were effected prior to the Effective Date. Further, the Trust agrees to look solely to (a) PEG to satisfy and perform all liabilities and obligations under the Agreement arising before the Effective Date, and (b)PFD to satisfy and perform all liabilities and obligations under the Agreement arising after the Effective Date. 

Prudential Securities Strategic Trust 

Prudential Securities Futures Management Inc. 

March 30, 2004 

Page 2

 

PFD agrees that the Assignment of the Agreement to PFD will not diminishor otherwise adversely affect any of the Trust’s rights under the Agreement, all of which are hereby ratified and confirmed and shall remain in full force and effect. This consent may be executed in any number of counterparts, each of whichwill be deemed an original, but all of which together will constitute one and the same instrument. 

 
PRUDENTIAL EQUITY GROUP, LLCBy: /s/ Michael J. Dugan    
Name: Michael J. Dugan

Title:     Chief Financial Officer

 
PRUDENTIAL FINANCIAL DERIVATIVES, LLCBy: /s/ Richard H. Hulit, Jr.    
Name: Richard H. Hulit, Jr.

Title:     Sr. Vice President

 

**AGREED AND ACCEPTED:**

 

PRUDENTIAL SECURITIES STRATEGIC TRUST 

 

By: Prudential Securities Futures Management Inc., Managing Owner 

 
By: /s/ Brian J. Martin    
Name: Brian J. Martin

Title:     President