World Monitor Trust II Series D

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GJ3w9YZw2wEZkE2PwVS6Qpzak8nZbcBUQ5pnvCopoLJHN/jxNd/GoFdExIYIi+C5 v0d/A4Gueo2fipe9zudGdw== 0001193125-04-052354.txt : 20040329 0001193125-04-052354.hdr.sgml : 20040329 20040329164946 ACCESSION NUMBER: 0001193125-04-052354 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 7 CONFORMED PERIOD OF REPORT: 20031231 FILED AS OF DATE: 20040329 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WORLD MONITOR TRUST II SERIES D CENTRAL INDEX KEY: 0001090697 STANDARD INDUSTRIAL CLASSIFICATION: [6221] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-32685 FILM NUMBER: 04696796 BUSINESS ADDRESS: STREET 1: ONE NEW YORK PLAZA 13TH FL CITY: NEW YORK STATE: NY ZIP: 10292-2013 BUSINESS PHONE: 2127787866 MAIL ADDRESS: STREET 1: ONE NEW YORK PLAZA 13TH FL CITY: NEW YORK STATE: NY ZIP: 10292-2013 10-K 1 d10k.htm WORLD MONITOR TRUST II SERIES D World Monitor Trust II Series D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2003

¨ 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: 0-32685

WORLD MONITOR TRUST II—SERIES D

(Exact name of registrant as specified in its charter)


Delaware		13-4058318

(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer 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

Securities registered pursuant to Section 12(b) of the Act:

None

Securities registered pursuant to Section 12(g) of the Act:

Limited interests

(Title of class)

Indicate by check mark 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 Ö No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K [Ö]

Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Securities Exchange Act of 1934). Yes No Ö

DOCUMENTS INCORPORATED BY REFERENCE

Registrant’s Annual Report to Interest holders for the year ended December 31, 2003 is incorporated by reference into Parts II and IV of this Annual Report on Form 10-K

Index to exhibits can be found on pages 10 and 11

WORLD MONITOR TRUST II—SERIES D

(a Delaware Business Trust)

TABLE OF CONTENTS


PART I		PAGE
Item 1	Business	3

Item 2	Properties	4

Item 3	Legal Proceedings	4

Item 4	Submission of Matters to a Vote of Interest Holders	4

PART II

Item 5	Market for the Registrant’s Interests and Related Interest Holder Matters	5

Item 6	Selected Financial Data	5

Item 7	Management’s Discussion and Analysis of Financial Condition and Results of Operations	6

Item 7A	Quantitative and Qualitative Disclosures about Market Risk	6

Item 8	Financial Statements and Supplementary Data	6

Item 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	6

Item 9A	Controls and Procedures	6

PART III

Item 10	Directors and Executive Officers of the Registrant	7

Item 11	Executive Compensation	8

Item 12	Security Ownership of Certain Beneficial Owners and Management	8

Item 13	Certain Relationships and Related Transactions	9

Item 14	Principal Accountant Fees and Services	9

PART IV

Item 15	Exhibits, Financial Statement Schedules, and Reports on Form 8-K	10

	Financial Statements and Financial Statement Schedules	10

	Exhibits	10

	Reports on Form 8-K	11

SIGNATURES		12

PART I

Item 1. Business

General

World Monitor Trust II (the “Trust”) is a business trust organized under the laws of Delaware on April 22, 1999. The Trust consists of three separate and distinct series (“Series”): Series D, E and F. Series D, E and F commenced trading operations on March 13, 2000, April 6, 2000 and March 1, 2000 respectively and each series will continue to exist until terminated pursuant to the provisions of Article XIII of the Second Amended and Restated Declaration of Trust and Trust Agreement (the “Trust Agreement”). The assets of each Series are segregated from those of the other Series, separately valued and independently managed. Each Series was formed to engage in the speculative trading of a diversified portfolio of futures, forward and options contracts and may, from time to time, engage in cash and spot transactions. The trustee of the Trust is Wilmington Trust Company. The Trust’s fiscal year for book and tax purposes ends on December 31.

World Monitor Trust—Series D (the “Registrant” or “Series D”) is engaged solely in the business of commodity futures and forward trading; therefore, presentation of industry segment information is not applicable.

On July 1, 2003, Prudential Financial, Inc. (“Prudential”) and Wachovia Corp. (“Wachovia”) combined their separate retail securities brokerage and clearing businesses under a new holding company named Wachovia/Prudential Financial Advisors, LLC (“WPFA”), owned 62% by Wachovia and 38% by Prudential. As a result, the retail brokerage operations of Prudential Securities Incorporated (“PSI”) were contributed to Wachovia Securities, LLC (“Wachovia Securities”). Wachovia Securities is wholly-owned by WPFA and is a registered broker-dealer and a member of the National Association of Securities Dealers, Inc. (“NASD”) and all major securities exchanges. Series D and its managing owner, Prudential Securities Futures Management Inc., entered into a service agreement with Wachovia Securities, effective July 1, 2003. Pursuant to this agreement, Wachovia Securities agrees to provide certain enumerated services to accounts of the limited interest owners carried at Wachovia. Effective July 1, 2003, PSI changed its name to Prudential Equity Group, Inc. (“PEG”). PEG remains an indirectly wholly-owned subsidiary of Prudential. PEG was a registered broker-dealer and a member of the NASD and all major securities exchanges and conducted the equity research, domestic and international equity sales and trading operations, and commodity brokerage and derivative operations it had previously conducted as PSI until December 31, 2003. As part of the process of reorganizing its business structure, Prudential Securities Group Inc. (“PSG”), the direct parent of PEG and a wholly-owned subsidiary of Prudential, transferred the commodity brokerage, commodity clearing and derivative operations previously performed by PEG to another PSG indirectly wholly-owned subsidiary, Prudential Financial Derivatives, LLC (“PFD”) effective January 1, 2004. Like PEG, PFD is registered as a futures commission merchant under the Commodity Exchange Act and is a member of the National Futures Association.

Managing Owner and its Affiliates

The managing owner of the Registrant is Prudential Securities Futures Management Inc. (the “Managing Owner”), a wholly-owned subsidiary of PEG.

The Managing Owner is required to maintain at least a 1% interest in the capital, profits and losses of each Series so long as it is acting as the Managing Owner, and it will make such contributions (and in return will receive general interests) as are necessary to meet this requirement.

The Offering

Limited interests in each Series (“Limited Interests”) were being offered once each week, until each Series’ Subscription Maximum was met either through sale or exchange or until the Managing Owner suspended the offering of Limited Interests. Limited Interests were being offered to investors who meet certain established suitability standards, with a minimum initial subscription of $5,000 ($2,000 for an individual retirement account), although the minimum purchase for any single Series is $1,000. General Interests were also sold exclusively to the Managing Owner. Limited interests and general interests are sometimes collectively referred to as “Interests”.

each Series was reached during the Initial Offering Period permitting Series D, E and F to commence trading operations. The Registrant completed its initial offering on March 13, 2000 with gross proceeds of $5,279,158, which was fully allocated to commodities trading. Until the Subscription Maximum for each Series is reached, each Series’ Limited Interests could be offered on a weekly basis at the then current net asset value per Interest (“Continuous Offering Period”). During the Continuous Offering Period through December 31, 2003, Series D raised additional gross proceeds of $20,652,193 from the sales of Interests. Series E and Series F were offered until they substantially achieved their Subscription Maximum during June 2003 and July 2003, respectively. In addition, since July 2003, the weekly offering of interests in Series D has been suspended. Accordingly, at this time, interests in Series D may not be offered or exchanged.

The Trading Advisor

Each Series has its own independent commodity trading advisor that makes that Series’ trading decisions. The Managing Owner, on behalf of the Registrant, entered into an advisory agreement with Bridgewater Associates, Inc. (the “Trading Advisor”) to make the trading decisions for the Registrant. The advisory agreement may be terminated for various reasons, including at the discretion of the Managing Owner. The Managing Owner has allocated 100% of the proceeds from the initial and continuous offering of the Registrant to the Trading Advisor and it is currently contemplated that the Trading Advisor will continue to be allocated 100% of additional capital raised for the Registrant during the Continuous Offering Period.

Competition

The Managing Owner and its affiliates have formed, and may continue to form, various entities to engage in the speculative trading of futures, forward and options contracts which have certain of the same investment policies as the Registrant.

The Registrant is an open-end fund which will solicit the sale of additional Limited Interests on a weekly basis until the Subscription Maximum is reached. As such, the Registrant may compete with other entities. Whether or not formed by the Managing Owner, to attract new participants. In addition, to the extent that the Trading Advisor recommends similar or identical trades to the Registrant and other accounts which it manages, the Registrant may compete with those accounts for the execution of the same or similar trades as well as with other market participants.

Employees

The Registrant has no employees. Management and administrative services for the Registrant are performed by the Managing Owner and its affiliates pursuant to the Trust Agreement, as further discussed in Notes A, C and D to the Registrant’s financial statements included in its annual report for the year ended December 31, 2003 (“Registrant’s 2003 Annual Report”), which is filed as an exhibit hereto.

Item 2. Properties

The Registrant does not own or ease any property.

Item 3. Legal Proceedings

There are no material legal proceedings pending by or against the Registrant or the Managing Owner.

Item 4. Submission of Matters to a vote of Interest Holders

None

PART II

Item 5. Market for the Registrant’s Interests and Related Interest Holder Matters

Information with respect to the offering of Limited Interests and the use of proceeds is incorporated by reference to Note A to the Registrant’s 2003 Annual Report, which is filed as an exhibit hereto and the Prospectus sections entitled “THE OFFERING—The Current Offering Period” and “—Use of Proceeds”.

A significant secondary market for the Limited Interests has not developed, and is not expected to develop in the future. There are also certain restrictions set forth in the Trust Agreement limiting the ability of an Interest holder to transfer Interests. However, Limited Interests may be redeemed on a weekly basis, but are subject to a redemption fee if transacted within one year of the effective date of purchase. Additionally, Interests owned in one series of the Trust (series D, E or F) were exchangeable, without any charge, for the Interests of one or more other Series on a weekly basis for as long as Limited Interests in those Series were being offered to the public. World Monitor Trust—Series E and Series F are no longer offered to the public as those series substantially achieved their subscription maximums during June 2003 and July 2003, respectively. In addition, since July 2003, the offering of interests in Series D has been suspended. Accordingly, at this time, interests may not be exchanged. Future contributions, redemptions and exchanges will impact the amount of funds available for investment in commodity contracts in subsequent periods. Exchanges and redemptions are calculated based on the applicable Series’ then current net asset value per Interest as of the close of business on the Friday immediately preceding the week in which the exchange or redemption request is effected.

The following table presents sales of unregistered interests (i.e. general interests) exempt from registration under Section 4(2) of the Securities Act of 1933 during the year ended December 31, 2003.


	Amount of
Date of Sale	Interests sold	Cash received
March 10, 2003	350	$	34,997
April 14, 2003	775.373	$	74,785

There are no material restrictions upon the Registrant’s present or future ability to make distributions in accordance with the provisions of the Trust Agreement. No distributions have been made since inception and no distributions are anticipated in the future.

As of March 18, 2004, there were 1,279 holders of record owning 191,411.04 interests, which include 1,951 general interests.

Item 6. Selected Financial Data

The following table presents selected financial data of the Registrant. This data should be read in conjunction with the financial statements of the Registrant and the notes thereto on pages 2 through 11 of the Registrant’s 2003 Annual Report, which is filed as an exhibit hereto.


	Year ended December 31,							For the period from March 13, 2000 (commencement of operations) to December 31, 2000
	2003		2002		2001
Total revenues (including interest)	$	6,573,053	$	1,311,418	$	(60,689	)	$	(375,118	)

Net income (loss)	$	4,087,795	$	764,248	$	(463,991	)	$	(834,523	)

Net income (loss) per weighted average Interest	$	25.74	$	11.41	$	(8.54	)	$	(13.32	)

Total assets	$	23,712,942	$	7,623,129	$	4,412,721		$	6,176,069

Net asset value per Interest	$	118.09	$	93.17	$	81.84		$	87.49

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

This information is incorporated by reference to pages 13 through 16 of the Registrant’s 2003 Annual Report, which is filed as an exhibit hereto.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Information regarding quantitative and qualitative disclosures about market risk is not required pursuant to Item 305(e) of Regulation S-K.

Item 8. Financial Statements and Supplementary Data

The financial statements are incorporated by reference to pages 2 through 11 of the Registrant’s 2003 Annual Report, which is filed as an exhibit hereto.

Selected unaudited quarterly financial data for the year ended December 31, 2003 and 2002 is summarized below:


	For the period from January 1, 2003 to March 28, 2003			For the period from March 29, 2003 to June 27, 2003		For the period from June 28, 2003 to September 26, 2003			For the period from September 27, 2003 to December 31, 2003
Total Revenues (including interest)	$	465,678		$	1,851,153	$	1,823,316		$	2,432,906

Total Revenues (including interest) less commissions and other transaction fees	$	329,757		$	1,603,602	$	1,494,935		$	2,058,368

Net income (loss)	$	265,867		$	1,196,450	$	1,100,239		$	1,525,239

Net income (loss) per weighted average interest	$	2.93		$	7.87	$	5.66		$	7.74


	For the period from January 1, 2002 to March 29, 2002			For the period from March 30, 2002 to June 28, 2002		For the period from June 29, 2002 to September 27, 2002			For the period from September 28, 2002 to December 31, 2002
Total Revenues (including interest)	$	84,851		$	1,116,350	$	(426,122	)	$	536,336

Total Revenues (including interest) less commissions and other transaction fees	$	18,833		$	1,025,449	$	(530,648	)	$	419,675

Net income (loss)	$	(10,490	)	$	980,509	$	(576,304	)	$	370,533

Net income (loss) per weighted average Interest	$	(0.19	)	$	15.13	$	(7.96	)	$	4.85

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None

Item 9A. Controls and Procedures

As of the end of the period covered by this report, the Managing Owner carried out an evaluation, under the supervision and with the participation of the officers of the Managing Owner, including the Managing Owner’s chief executive officer and chief financial officer, of the effectiveness of the design and operation of the Managing Owner’s disclosure controls and procedures. Based upon that evaluation, the Managing Owner’s chief executive officer and chief financial officer concluded that the Series D’s disclosure controls and procedures are effective.

There have not been any changes in our internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended) during the year ended December 31, 2003 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

PART III

Item 10. Directors and Executive Officers of the Registrant

There are no directors or executive officers of the Registrant. The Registrant is managed by the Managing Owner.

The Managing Owner’s directors and executive officers and any person holding more than ten percent of the Registrant’s Limited Interests (“Ten Percent Owners”) are required to report their initial ownership of such Limited Interests and any subsequent changes in that ownership to the SEC on Forms 3, 4 or 5. Such executive officers, directors and Ten Percent Owners are required by SEC regulations to furnish the Registrant with copies of all Forms 3, 4 or 5 they file. All of these filing requirements were satisfied on a timely basis. In making these disclosures, the Registrant has relied solely on written representations of the Managing Owner’s directors and executive officers and Ten Percent Owners or copies of the reports that they have filed with the SEC during and with respect to its most recent fiscal year.

The directors and executive officers of the Managing Owner and their positions with respect to the Registrant are as follows:


Name		Position
Alex H. Ladouceur		Chairman of the Board of Directors and Director

Brian J. Martin		President and Director

Ronald J. Ivans		Treasurer, Chief Financial Officer and Director

Guy S. Scarpaci		Director

Richard H. Hulit		Senior Vice President and Director

Thomas T. Bales		Vice President

ALEX H. LADOUCEUR, born 1960, has been Chairman of the Board of Directors and a Director of the Managing Owner since November 2001 and also has held such positions with Seaport Futures Management, Inc. (“Seaport Futures”), an affiliate of the Managing Owner, since such date. Mr. Ladouceur joined Prudential in August 2001 and is an Executive Vice President and Head of the Global Derivatives Division. He is responsible for all operating activities of Prudential’s Global Derivatives Division including sales and trading, foreign exchange, base and precious metals, and the trading floors. Mr. Ladouceur joined Prudential from Credit Lyonnais Rouse Ltd. (“CLR”), where he served as president of their United States operations since 1992 and as a main board director of CLR in London since 1994. In 1998, he was appointed managing director of Global Cash Markets at CLR with responsibility for leading global market-making and sales for OTC products, including structured derivative products.

BRIAN J. MARTIN, born 1950, was elected President and Director of the Managing Owner in February 2004. He is also a Senior Vice President of Prudential’s Global Derivatives Division. Mr. Martin is Director of Alternative Investment Strategies responsible for all proprietary managed futures funds. He also serves in various capacities for certain other affiliated companies. Mr. Martin joined Prudential in 1980 and is a member of the Pennsylvania Bar.

RONALD J. IVANS, born 1954, has been the Treasurer, Chief Financial Officer and Director of the Managing Owner since May 2003. Mr. Ivans is also a Senior Vice President of Prudential’s Global Derivatives Division, with responsibility for finance and control. Mr. Ivans worked as an auditor at Arthur Andersen from 1976 to 1978, and in the area of corporate financial reporting with CBS, Inc. from 1978 to 1980. From 1980 to 1986, Mr. Ivans was with Golodetz Trading Corp. as a controller, whereafter he joined Credit Lyonnais Rouse USA, Ltd as an Executive Vice President with responsibilities for finance until 2001. Mr. Ivans is a certified public accountant. Mr. Ivans serves as “audit committee financial expert” (as defined in Section 401(h) of SEC Regulation S-K) for the Board of Directors of PSFMI. Mr. Ivans is not independent of the Registrant’s management; however, as no significant secondary market for Interests in the Registrant has developed, there is no independence requirement applicable to the Board of Directors of PSFMI.

RICHARD H. HULIT, born 1956, has been a Senior Vice President and Director of the Managing Owner since May 2003. Mr. Hulit is also a Senior Vice President and Chief Administrative Officer of Prudential’s Global Derivatives Division. From 1989 to 2000, Mr. Hulit was with Merrill Lynch in Treasury and management positions. From 1982 until 1989, Mr. Hulit was employed by various manufacturing companies as a financial officer.

GUY S. SCARPACI, born 1947, has been a Director of the Managing Owner since July 1987 and was Assistant Treasurer from May 1988 until December 1989. In addition, Mr. Scarpaci has been a Director of Seaport Futures since May 1989. Mr. Scarpaci was first affiliated with the Managing Owner in July 1987. Mr. Scarpaci has been employed by Prudential in positions of increasing responsibility since August 1974, and he is currently a Senior Vice President of the Global Derivatives Division.

THOMAS T. BALES, born 1959, is a Vice President of the Managing Owner. Mr. Bales is also a Senior Vice President and Chief Administrative Officer—Proprietary and OTC Trading in Prudential’s Global Derivatives Division, and he serves in various capacities for other affiliated companies. Prior to joining the Global Derivatives Division, Mr. Bales served as in-house counsel in the Law Department of PEG from October 1987 through May 1996. Mr. Bales joined Prudential in November 1981 as an Analyst in the Credit Analysis Department and later served as a Section Manager.

Effective May 2003, Ronald J. Ivans was elected by the Board of Directors of the Managing Owner as Chief Financial Officer and Treasurer replacing Steven Weinreb.

Effective May 2003, Richard H. Hulit was elected by the Board of Directors of the Managing Owner as Senior Vice President replacing Tamara B. Wright.

Effective February 2004, Brian J. Martin was elected by the Board of Directors of the Managing Owner as President replacing Eleanor L. Thomas.

The Managing Owner has adopted a code of ethics, which is posted on Prudential’s website at www.investor.prudential.com. Any amendments and any waiver under this code of ethics granted to any of the Managing Owner’s directors or executive officers will be on that website. In addition, the Managing Owner’s chief executive officer and chief financial officer, as well as its directors and other employees are also subject to a broader code of conduct, known as Making the Right Choices, which has been adopted by the Managing Owner’s corporate parent.

There are no family relationships among any of the foregoing directors or executive officers. All of the foregoing directors and/or executive officers have indefinite terms.

Item 11. Executive Compensation

The Registrant does not pay or accrue any fees, salaries or any other form of compensation to directors and officers of the Managing Owner for their services. Certain directors and officers of the Managing Owner receive compensation from affiliates of the Managing Owner, not from the Registrant, for services performed for various affiliated entities, which may include services performed for the Registrant; however, the Managing Owner believes that any compensation attributable to services performed for the Registrant is immaterial. (See also Item 13, Certain Relationships and Related Transactions, for information regarding compensation to the Managing Owner.)

Item 12. Security Ownership of Certain Beneficial Owners and Management

As of March 18, 2004, no director or executive officer of the Managing Owner owns directly or beneficially any interest in the voting securities of the Managing Owner.

As of March 18, 2004, no director or executive officer of the Managing Owner owns directly or beneficially any of the Limited interests issued by the Registrant.

As of March 18, 2004, one owner of Limited interests beneficially owned more than five percent (5%) of the Limited interests issued by the Registrant.

Title of Class

Name and Address
of Beneficial Owner

Amount and Nature
of Beneficial Owner

Percent of Class

Limited interests

Daren Marc Keeter

c/o Kelly Tillman

9925 Haynes Bridge Rd.

Suite 200

Box 217

Alpharetta, GA 30022

14,058.383 limited
interests

7.42

Item 13. Certain Relationships and Related Transactions

The Registrant has and will continue to have certain relationships with the Managing Owner and its affiliates. However, there have been no direct financial transactions between the Registrant and the directors or officers of the Managing Owner.

Reference is made to Notes A, C and D to the financial statements in the Registrant’s 2003 Annual Report, which is filed as an exhibit hereto, which identify the related parties and discuss the services provided by these parties and the amounts paid or payable, if any, for their services. Additionally, reference is made to the Prospectus section entitled “SUMMARY OF AGREEMENTS—Brokerage Agreement”

Item 14. Principal Accountant Fees and Services

Audit Fees and All Other Fees

Audit Fees

Fees for audit services totalled approximately $30,000 in 2003 and approximately $28,000 in 2002, including fees associated with the annual audit and the reviews of the Registrant’s quarterly reports on Form 10-Q.

Tax

Fees for tax services, including tax compliance and tax advice totalled approximately $21,000 in both 2003 and in 2002.

We have been advised by PricewaterhouseCoopers LLP that neither the firm, nor any member of the firm, has any financial interest, direct or indirect, in any capacity in the Registrant or its affiliates.

PART IV


			Annual Report Page Number
Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K

(a)	1.	Financial Statements and Report of Independent Auditors—incorporated by reference to the Registrant’s 2003 Annual Report, which is filed as an exhibit hereto

		Report of Independent Auditors	2

		Financial Statements:

		Statements of Financial Condition—December 31, 2003 and 2002	3

		Condensed Schedules of Investments—December 31, 2003 and 2002	4

		Statements of Operations—Years ended December 31, 2003 and 2002 and 2001	5

		Statements of Changes in Trust Capital—Three years ended December 31, 2003	5

		Notes to Financial Statements	6

	2.	Financial Statement Schedules

		All schedules have been omitted because they are not applicable or the required information is included in the financial statements or notes thereto.

	3.	Exhibits

	(a)	Description:

	3.1 and 4.1	Second Amended and Restated Declaration of Trust and Trust Agreement of World Monitor Trust II dated as of March 28, 2002 (incorporated by reference to Exhibit 3.1 and 4.1 to Post-Effective Amendment No. 4 to the Registrant’s Registration Statement on Form S-1, File No. 333-83011, filed on April 2, 2002)

	4.2	Form of Request for Redemption (incorporated by reference to Exhibit 4.2 to Post Effective Amendment No. 4 to the Registrant’s Registration Statement on Form S-1, File No. 333-83011, filed on April 2, 2002)

	4.3	Form of Exchange Request (incorporated by reference to Exhibit 4.3 to Post-Effective Amendment No. 4 to the Registrant’s Registration Statement on Form S-1, File No. 333-83011, filed on April 2, 2002)

	4.4	Form of Subscription Agreement (incorporated by reference to Exhibit 4.4 to Post-Effective Amendment No. 4 to the Registrant’s Registration Statement on Form S-1, File No. 333- 83011, filed on April 2, 2002)

	10.1	Form of Escrow Agreement among the Trust. Managing Owner. PSI and the Chase Manhattan Bank (incorporated by reference to Exhibit 10.1 to the Registrant’s Registration Statement on Form S-1, File No. 333-83011, filed on September 17, 1999)

	10.2	Form of Brokerage Agreement among the Trust and PSI (incorporated by reference to Exhibit 10.2 to the Registrant’s Registration Statement on Form S-1, File No. 333-83011, filed on September 17, 1999)

	10.3	Form of Advisory Agreement among the Registrant, Managing Owner, and the Trading Advisor (incorporated by reference to Exhibit 10.3 to the Registrant’s Registration Statement on Form S-1, File No. 333-83011, filed on July 16, 1999)

	10.4	Form of Representation Agreement Concerning the Registration Statement and the Prospectus among the Registrant. Managing Owner, PSI, Wilmington Trust Company and the Trading Advisor (incorporated by reference to Exhibit 10.4 to the Registrant’s Registration Statement on Form S-1, File No. 333-83011, filed on September 17, 1999)



	10.5	Form of Net Worth Agreement between the Managing Owner and Prudential Securities Group Inc. (incorporated by reference to Exhibit 10.5 to the Registrant’s Registration Statement on Form S-1, File No. 333-83011, filed on September 17, 1999)

	10.6	Service Agreement among the Registrant, Prudential Securities Futures Management Inc. and Wachovia Securities, LLC dated as of July 1, 2003 (filed herewith)

	13.1	Registrant’s 2003 Annual Report (with the exception of the information and data incorporated by reference in Items 5, 7 and 8 of this Annual Report on Form 10-K, no other information or data appearing in the Registrant’s 2003 Annual Report is to be deemed filed as part of the report) (filed herewith)

	31.1	Certification pursuant to Exchange Act Rules 13a-14 and 15d-14 (filed herewith)

	31.2	Certification pursuant to Exchange Act Rules 13a-14 and 15d-14 (filed herewith)

	32.1	Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the SARBANES-OXLEY Act of 2002 (furnished herewith)

	32.2	Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the SARBANES-OXLEY Act of 2002 (furnished herewith)

(b)		Reports on Form 8-K—None

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.


World Monitor Trust II—Series D

By:	Prudential Securities Futures Management Inc. A Delaware corporation, Managing Owner

	By: /s/ Ronald J. Ivans	Date: March 29, 2004

	Ronald J. Ivans Treasurer and Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities (with respect to the Managing Owner) and on the dates indicated.



By:	Prudential Securities Futures Management Inc. A Delaware corporation, Managing Owner

	By: /s/ Alex H. Ladouceur	Date: March 29, 2004

	Alex H. Ladouceur Chairman of the Board of Directors and Director

	By: /s/ Brian Martin	Date: March 29, 2004

	Brian Martin President and Director

	By: /s/ Ronald J. Ivans	Date: March 29, 2004

	Ronald J. Ivans Treasurer and Chief Financial Officer (chief accounting officer)

	By:	Date: March 29, 2004

	Richard H. Hulit Senior Vice President and Director

	By: /s/ Guy S. Scarpaci	Date: March 29, 2004

	Guy S. Scarpaci Director

EX-10.6 3 dex106.htm SERVICE AGREEMENT Service Agreement

Exhibit 10.6

SERVICE AGREEMENT

This service agreement (“Agreement”) is effective as of July 1, 2003 by and among the WORLD MONITOR TRUST—SERIES A, B AND C, WORLD MONITOR TRUST II—SERIES D, E, AND F, DIVERSIFIED FUTURES TRUST I, DIVERSIFIED FUTURES TRUST II and PRUDENTIAL SECURITIES STRATEGIC TRUST (each a “Trust” and collectively, the “Trusts”), PRUDENTIAL SECURITIES FUTURES MANAGEMENT INC., as the managing owner of each of the Trusts (the “Managing Owner”) and WACHOVIA SECURITIES, LLC (the “Service Provider”).

WHEREAS, each of the Trusts is a Delaware business trust organized to trade futures contracts and other investments;

WHEREAS, the Managing Owner is a Delaware corporation registered with the Commodity Futures Trading Commission (“CFTC”) as a Commodity Pool Operator (“CPO”) and Commodity Trading Advisor (“CTA”);

WHEREAS, Service Provider is registered with the CFTC and the National Futures Association (“NFA”) as a futures commission merchant (“FCM”) and is also registered as a broker-dealer with the Securities and Exchange Commission (“SEC”) and is a member of the National Association of Securities Dealers, Inc. (“NASD”);

WHEREAS, each of the Trusts has sold interests to the public (the “Interests”) pursuant to the terms of a prospectus (each, a “Prospectus”); and

WHEREAS, the Managing Owner wishes to engage the Service Provider as a service provider for the Trusts and the Service Provider wishes to act as a service provider for the Trusts.

NOW, THEREFORE, in consideration of their mutual covenants and undertakings and other good and valuable consideration, receipt of which is hereby acknowledged, the parties hereto agree as follows:

1. Services to be Provided

The Service Provider agrees to perform the following services for limited owners of the Trusts that have accounts with the Service Provider (“Limited Owners”): (a) inquiring of the Managing Owner from time to time, at the request of a Limited Owner, as to the Net Asset Value per Interest; (b) inquiring of the Managing Owner from time to time, at the request of a Limited Owner, regarding the commodity interest markets or any Trust; (c) assisting, at the request of the Managing Owner, in the redemption, exchange and transfer of Interests; and (d) providing such other services to the Limited Owners as the Managing Owner may, from time to time, reasonably request. To the extent that the Service Provider utilizes the services of its employees to assist it in performing the services described above, each such employee will be registered with the CFTC and will have passed either the Series 3 National Commodity Futures Examination or the Series 31 Futures Managed Funds Examination.

In connection with the foregoing services, the Service Provider shall not give any written material other than such written material as has been approved in advance by each of the Trusts or the Managing Owner. The Service Provider shall make no oral representation to any Limited Owner unless such representation is specifically set forth in the applicable Prospectus or properly approved written material.

2. Undertakings

The Managing Owner and the Trusts agree to cooperate with the Service Provider in the performance of the Service Provider’s services hereunder, and to provide the Service Provider with any and all information and documentation that the Service Provider reasonably requires in order to perform the services contemplated by this Agreement. Without limiting the generality of the foregoing, the Managing Owner agrees to provide the Service Provider with copies of (i) each Prospectus and any amendments or supplements thereto; (ii) any and all monthly and annual reports of any Trust; and (iii) all correspondence sent by any Trust and/or the Managing Owner to the Limited Owners.

3. Representations and Warranties of the Managing Owner

The Managing Owner represents and warrants to the Service Provider that:

Each of the Managing Owner and the Trusts has obtained and possesses all required governmental, regulatory and commodity exchange approvals and licenses and that each has effected all filings and registrations required in order to enter into and perform this Agreement, to conduct its business generally and to perform its obligations described hereunder and as described in the Prospectus.

Each of the Managing Owner and the Trusts will maintain such approvals, licenses, filings and registrations throughout the term of this Agreement and shall notify the Service Provider immediately of any material change in such approvals, licenses, filings or registrations.

Each of the Managing Owner and the Trusts has complied with all laws, rules and regulations applicable to its business, including rules and regulations promulgated by the CFTC and NFA, the violation of which would materially and adversely affect their respective business, financial condition or earnings.

There are no actions, suits or proceedings pending or, to the best of the Managing Owner’s knowledge, threatened against the Managing Owner or any Trust 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 Managing Owner or any Trust to comply with and perform their respective obligations under this Agreement or any Prospectus.

This Agreement has been duly and validly authorized, executed and delivered and is a valid and binding agreement, enforceable against the Managing Owner and each Trust in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, moratorium, insolvency or other laws now or hereafter enacted affecting the enforcement of creditors’ rights generally and by legal and equitable restrictions on the availability of equitable remedies, including specific performance.

Neither the Managing Owner nor any Trust will use the Service Provider’s name in any documents or correspondence in connection with any Trust without the express written consent of the Service Provider, which consent shall not be unreasonably withheld.

The representations and warranties contained in this Section 3 shall continue 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 Managing Owner will promptly notify the Service Provider in writing of such event.

4. Representations and Warranties of the Service Provider

The Service Provider hereby represents and warrants to the Trusts and to the Managing Owner that:

It is duly registered Futures Commission Merchant as that term is defined under Section 4d of the Commodity Exchange Act as amended and the regulations thereunder and is a registered member of NFA.

It is registered with the SEC as a broker-dealer and is a registered member of the NASD.

It will maintain the foregoing registration status throughout the time it performs any services under this Agreement.

It has complied with all laws, rules and regulations having application to its 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 Service Provider.

There are no actions, suits or proceedings pending or, to the best knowledge of the Service Provider, threatened 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 Service Provider to comply with and perform it obligations under this Agreement, except as set forth in Exhibit A attached hereto.

This Agreement has been duly and validly authorized, executed and delivered and is a valid and binding agreement, enforceable against it, in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, moratorium, insolvency or other laws now or hereafter enacted affecting the enforcement of creditors’ rights generally and by legal and equitable restrictions on the availability of equitable remedies, including specific performance.

The Service Provider will not use the name of the Managing Owner or any Trust in any documents or correspondence, other than those necessary for the Service Provider to perform the services enumerated in Section 1 hereof, without the express written consent of such Trust and the Managing Owner, which consent shall not be unreasonably withheld.

The representations and warranties contained in this Section 4 shall continue 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 Service Provider will notify the Managing Owner and each Trust in writing of such event.

5. Indemnification

The Managing Owner and the Trust shall indemnify and hold harmless the Service Provider, and its officers, directors, employees and affiliates, from any claims, suits, controversies, judgments, losses, awards or settlements (including, without limitation, reasonable attorneys’ fees and expenses) caused by, or related to, (i) the Managing Owner’s or the Trust’s material breach of any applicable provision of this Agreement; or (ii) the Managing Owner’s or the Trust’s negligence, intentional misconduct or violation of applicable law in performing any of the activities contemplated under this Agreement. Notwithstanding the preceding sentence, the Managing Owner and the Trust shall be entitled to an appropriate offset for any indemnification obligations that are caused, in part or in whole, by Service Provider’s breach of any provision of this Agreement or Service Provider’s negligence, intentional misconduct or violation of applicable law in performing any of the activities contemplated under this Agreement.

The Service Provider shall indemnify and hold harmless the Managing Owner and the Trust, and their respective officers, directors, employees and affiliates, from any claims, suits, controversies, judgments, losses, awards or settlements (including, without limitation, reasonable attorneys’ fees and expenses) caused by, or related to, (i) the Service Provider’s material breach of any applicable provision of this Agreement; or (ii) the Service Provider’s negligence, intentional misconduct or violation of applicable law in performing any of the activities contemplated under this Agreement. Notwithstanding the preceding sentence, the Service Provider shall be entitled to an appropriate offset for any indemnification obligations that are caused, in part or in whole, by the Managing Owner’s or the Trust’s breach of any provision of this Agreement or Service Provider’s negligence, intentional misconduct or violation of applicable law in performing any of the activities contemplated under this Agreement.

6. Limitation of the Service Provider’s Liability

The Service Provider shall incur no liability to any of the Trusts, the Managing Owner, any Limited Owner or any other party except to the extent caused by the Service Provider’s negligence or willful misconduct in performing its obligations under this Agreement, or its material breach of any representation, warranty, covenant or term of this Agreement.

7. Compensation

In consideration of the Service Provider’s services provided as specified herein, the Managing Owner will pay or cause to be paid to the Service Provider a monthly service fee, which on an annual basis will equal

4% of the Net Asset Value of such Interests beneficially owned by Limited Owners of each Trust as of the applicable date of determination who hold such Interests through accounts maintained with the Service Provider, provided that, as set out in Section 1, the Service Provider remains registered with the CFTC as a FCM and remains a member in good standing of the NFA in such capacity, and the registered representatives of the Service Provider responsible for the servicing of each Interest which is the subject of the compensation paid to the Service Provider hereunder are registered with the CFTC and have passed either the Series 3 National Commodity Futures Examination or the Series 31 Futures Managed Funds Examination. These payments should be made within a reasonable time following each month, but in no event later than 15 days following the end of each month. From the date of this Agreement, and until further written notice from the Managing Owner, the Service Provider shall be paid such fees out of the brokerage and services fee that Prudential Equity Group, Inc., f/k/a Prudential Securities Incorporated (“PEG”) receives from each Trust.

8. Miscellaneous

This Agreement shall be binding upon and inure to the benefit of the parties’ respective successors and permitted assigns; provided that such successors and assigns shall be deemed to make the same representations and warranties contained in this Agreement as their predecessors.

This Agreement shall be governed by and construed in accordance with the laws of the State of New York without giving effect to conflict of law principles.

This Agreement constitutes the entire agreement among the parties hereto with respect to the matters referred to herein and supersedes any prior agreements, whether verbal or written, among them.

This Agreement may not be amended except by the express written consent of the parties hereto. No waiver of any provision of this Agreement may be implied from any course of dealing among the parties or from any failure by any party to assert its rights under this Agreement on any occasion or series of occasions.

If any provision of this Agreement, or the application of any such provision to any person or circumstance, shall be held to be inconsistent with any present or future law, ruling, or regulation of any court or regulatory body, exchange, or board of trade having jurisdiction over the subject matter of this Agreement, such provision shall be deemed to be rescinded or modified in accordance with such law, ruling, rule or regulation, and the remainder of this Agreement, or the application of such provisions to persons or circumstances other than those as to which it is held inconsistent, shall not be effected thereby.

Any and all disputes arising out of or relating to this Agreement shall be settled by arbitration pursuant to the rules of the NFA in force at the time arbitration is demanded. Any award rendered thereon by the arbitrators shall be final and binding on each and all the parties thereto and judgment may be entered in any court having jurisdiction thereof.

This Agreement may not be assigned by any party without the prior written consent of the other parties; provided, however, each Trust and the Service Provider agree that the Managing Owner may assign this Agreement in connection with the sale of, and to the acquiror of, all or substantially all of the business or assets of the Managing Owner, provided such acquiror expressly assumes and agrees in writing to perform this Agreement in the same manner and to the same extent that the Managing Owner would be required to perform if no such transaction had taken place. For the avoidance of doubt, it shall not be considered an assignment of this Agreement by the Managing Owner if the ownership of the Managing Owner is transferred to an affiliate of PEG, including, but not limited to, Prudential Financial Derivatives, LLC.

This Agreement may be executed and delivered in counterparts, each of which will be deemed an original.

Headings used in this Agreement are for convenience of reference only and are not to affect the construction of or to be taken into consideration in interpreting this Agreement.

9. Termination

This Agreement may be terminated by any party hereto upon 30 days’ prior written notice to the other parties. Such notice shall have no effect on any outstanding rights, obligations or liabilities of the parties prior to the receipt of such notice and the effective date of termination of this Agreement.

10. Notices

Any notice required to be delivered pursuant to this Agreement shall be in writing and shall be delivered by courier service, telex, facsimile transmission, or other similar means and shall be effective upon receipt by the party to whom such notice shall be directed.

IN WITNESS WHEREOF, this Agreement has been executed for and on behalf of the undersigned with effect as of the date written above.


WORLD MONITOR TRUST—SERIES A, B AND C BY: PRUDENTIAL SECURITIES FUTURES MANAGEMENT INC.

By:		/s/ BRIAN MARTIN

		Name: Brian Martin Title: President


WORLD MONITOR TRUST II—SERIES D, E AND F BY: PRUDENTIAL SECURITIES FUTURES MANAGEMENT INC.

By:		/s/ BRIAN MARTIN

		Name: Brian Martin Title: President


DIVERSIFIED FUTURES TRUST BY: PRUDENTIAL SECURITIES FUTURES MANAGEMENT INC.

By:		/s/ BRIAN MARTIN

		Name: Brian Martin Title: President


DIVERSIFIED FUTURES TRUST II BY: PRUDENTIAL SECURITIES FUTURES MANAGEMENT INC.

By:		/s/ BRIAN MARTIN

		Name: Brian Martin Title: President


PRUDENTIAL SECURITIES STRATEGIC TRUST BY: PRUDENTIAL SECURITIES FUTURES MANAGEMENT INC.

By:		/s/ BRIAN MARTIN

		Name: Brian Martin Title: President


PRUDENTIAL SECURITIES FUTURES MANAGEMENT INC.

By:		/s/ BRIAN MARTIN

		Name: Brian Martin Title: President


WACHOVIA SECURITIES LLC

By:		/s/ LEAH WEHINGER

		Name: Leah Wehinger Title: Managing Director

EX-13.1 4 dex131.htm ANNUAL REPORT Annual Report

World Monitor Trust II—

Series D

2003

Annual

Report

WORLD MONITOR TRUST II—SERIES D

PricewaterhouseCoopers (LOGO)

PricewaterhouseCoopers LLP

1177 Avenue of the Americas

New York, NY 10036

Telephone (646) 471-4000

Facsimile (646) 471-4100

Report of Independent Auditors

To the Managing Owner and Limited Owners

of World Monitor Trust II—Series D

In our opinion, the accompanying statements of financial condition, including the condensed schedules of investments, and the related statements of operations and of changes in trust capital present fairly, in all material respects, the financial position of World Monitor Trust II—Series D at December 31, 2003 and 2002 and the results of its operations and changes in its trust capital for each of the three years in the period ended December 31, 2003 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Managing Owner; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by the Managing Owner, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

January 23, 2004

WORLD MONITOR TRUST II—SERIES D

(a Delaware Business Trust)

STATEMENTS OF FINANCIAL CONDITION


	December 31,
	2003		2002


ASSETS

Cash in commodity trading accounts	$	23,550,908	$	7,491,183

Net unrealized gain on open futures contracts		162,034		131,946


Total assets	$	23,712,942	$	7,623,129


LIABILITIES AND TRUST CAPITAL

Liabilities

Accrued expenses	$	105,405	$	60,329

Commissions and other transaction fees payable		128,956		41,392

Management fees payable		26,233		8,135

Incentive fees payable		413,851		—


Total liabilities		674,445		109,856


Commitments

Trust capital

Limited interests (193,145.685 and 79,736.725 interests outstanding)		22,808,114		7,429,420

General interests (1,951 and 900 interests outstanding)		230,383		83,853


Total trust capital		23,038,497		7,513,273


Total liabilities and trust capital	$	23,712,942	$	7,623,129


Net asset value per limited and general interests	$	118.09	$	93.17

The accompanying notes are an integral part of these statements.

WORLD MONITOR TRUST II—SERIES D

(a Delaware Business Trust)

CONDENSED SCHEDULES OF INVESTMENTS


	At December 31,
	2003					2002
Futures Contracts	Net Unrealized Gain (Loss) as a % of Trust Capital		Net Unrealized Gain (Loss)			Net Unrealized Gain (Loss) as a % of Trust Capital		Net Unrealized Gain (Loss)


Futures contracts purchased:

Stock indices			$	18,566				$	(30,745	)

Interest rates				530,673					293,123

Currencies				402,307					134,410

Commodities				220,498					(12,350	)


Net unrealized gain on futures contracts purchased	5.09	%		1,172,044		5.12	%		384,438


Futures contracts sold:

Stock indices				(13,152	)				1,984

Interest rates				(867,782	)				(209,367	)

Currencies				(110,188	)				(45,109	)

Commodities				(18,888	)				—


Net unrealized loss on futures contracts sold	(4.38	)		(1,010,010	)	(3.36	)		(252,492	)


Net unrealized gain on futures contracts	0.71	%	$	162,034		1.76	%	$	131,946


Forward currency contracts purchased	0.00	%	$	—		(0.04	)%	$	(3,158	)

Forward currency contracts sold	0.00			—		0.04			3,158


Net unrealized gain on forward contracts	0.00	%	$	—		0.00	%	$	—


Settlement Currency—Futures Contracts

British pound	(2.03	)%	$	(467,662	)	(1.44	)%	$	(107,988	)

Canadian dollar	0.52			120,629		(0.56	)		(42,128	)

Euro	1.51			346,891		2.30			172,455

Japanese yen	(0.11	)		(25,532	)	(0.10	)		(7,306	)

Australian dollar	(0.19	)		(43,636	)	0.05			3,790

Swiss franc	(0.17	)		(38,033	)	0.28			20,752

Swedish krona	(0.08	)		(18,845	)	(0.00	)		(9	)

U.S. dollar	1.26			288,222		1.23			92,380


Total	0.71	%	$	162,034		1.76	%	$	131,946

The accompanying notes are an integral part of these statements.

WORLD MONITOR TRUST II—SERIES D

(a Delaware Business Trust)

STATEMENTS OF OPERATIONS


	Year ended December 31,
	2003			2002			2001


REVENUES

Net realized gain (loss) on commodity transactions	$	6,364,047		$	1,010,594		$	(93,119	)

Change in net unrealized gain/loss on open commodity positions		30,088			207,663			(127,443	)

Interest income		178,918			93,161			159,873


		6,573,053			1,311,418			(60,689	)


EXPENSES

Commissions and other transaction fees		1,086,391			378,109			282,939

General and administrative		143,361			139,590			119,513

Management fees		218,216			74,362			54,595

Incentive fees		1,040,654			5,791			—


		2,488,622			597,852			457,047

General and administrative expenses borne by the Managing Owner and its affiliates		(3,364	)		(50,682	)		(53,745	)


Net expenses		2,485,258			547,170			403,302


Net income (loss)	$	4,087,795		$	764,248		$	(463,991	)


ALLOCATION OF NET INCOME (LOSS)

Limited interests	$	4,042,358		$	756,063		$	(459,082	)


General interests	$	45,437		$	8,185		$	(4,909	)


NET INCOME (LOSS) PER WEIGHTED AVERAGE LIMITED AND GENERAL INTEREST

Net income (loss) per weighted average limited and general interest	$	25.74		$	11.41		$	(8.54	)


Weighted average number of limited and general interests outstanding		158,820			66,962			54,361

STATEMENTS OF CHANGES IN TRUST CAPITAL


	INTERESTS		LIMITED INTERESTS			GENERAL INTERESTS			TOTAL


Trust capital—December 31, 2000	69,183.311		$	5,992,086		$	60,541		$	6,052,627

Contributions	12,392.912			1,000,400			6,995			1,007,395

Net loss				(459,082	)		(4,909	)		(463,991	)

Redemptions	(29,085.924	)		(2,281,677	)		(18,432	)		(2,300,109	)


Trust capital—December 31, 2001	52,490.299			4,251,727			44,195			4,295,922

Contributions	43,717.827			3,781,450			31,473			3,812,923

Net loss				756,063			8,185			764,248

Redemptions	(15,571.401	)		(1,359,820	)		—			(1,359,820	)


Trust capital—December 31, 2002	80,636.725			7,429,420			83,853			7,513,273

Contributions	127,970.107			12,771,600			109,781			12,881,381

Net income				4,042,358			45,437			4,087,795

Redemptions	(13,510.147	)		(1,435,264	)		(8,688	)		(1,443,952	)


Trust capital—December 31, 2003	195,096.685		$	22,808,114		$	230,383		$	23,038,497

The accompanying notes are an integral part of these statements.

WORLD MONITOR TRUST II—SERIES D

(a Delaware Business Trust)

NOTES TO FINANCIAL STATEMENTS

A. General

The Trust, Trustee, Managing Owner and Affiliates

World Monitor Trust II (the “Trust”) is a business trust organized under the laws of Delaware on April 22, 1999. The Trust consists of three separate and distinct series (“Series”): Series D, E and F. Series D, E and F commenced trading operations on March 13, 2000, April 6, 2000 and March 1, 2000, respectively and each Series will continue to exist until terminated pursuant to the provisions of Article XIII of the Second Amended and Restated Declaration of Trust and Trust Agreement (the “Trust Agreement”). The assets of each Series are segregated from those of the other Series, separately valued and independently managed. Each Series was formed to engage in the speculative trading of a diversified portfolio of futures, forward and options contracts, and may, from time to time, engage in cash and spot transactions. The trustee of the Trust is Wilmington Trust Company.

The managing owner, Prudential Securities Futures Management Inc. (the “Managing Owner”), is a wholly-owned subsidiary of PEG.

The Offering

Initially, the Limited Interests for each Series were offered for a period of up to 180 days after the date of the Prospectus (“Initial Offering Period”) at $100 per Interest. The subscription minimum of $5,000,000 for each Series was reached during the Initial Offering Period permitting Series D, E and F to commence trading operations. The Registrant completed its initial offering on March 13, 2000 with gross proceeds of $5,279,158, which was fully allocated to commodities trading. Until the Subscription Maximum for each Series is reached, each Series’ Limited Interests could be offered on a weekly basis at the then current net asset value per Interest (“Continuous Offering Period”). During the Continuous Offering Period through December 31, 2003, Series D raised additional gross proceeds of $20,652,193 from the sales of Interests. Series E and Series F were offered until they substantially achieved their Subscription Maximum during June 2003 and July 2003, respectively. In addition, since July 2003, the weekly offering of interests in Series D

has been suspended. Accordingly, at this time, interests in Series D may not be offered or exchanged.

The Trading Advisor

Each Series has its own independent commodity trading advisor that makes that Series’ trading decisions. The Managing Owner, on behalf of Series D, entered into an advisory agreement with Bridgewater Associates, Inc. (the “Trading Advisor”) to make the trading decisions for Series D. The advisory agreement may be terminated for various reasons, including at the discretion of the Managing Owner. The Managing Owner has allocated 100% of the proceeds from the initial and continuous offering of Series D to the Trading Advisor.

Exchanges, Redemptions and Termination

Interests owned in one series of the Trust (Series D, E or F) were exchangeable, without any charge, for Interests of one or more other Series on a weekly basis for as long as Limited Interests in those Series were being offered to the public. Exchanges were made at the applicable Series’ then current net asset value per Interest as of the close of business on the Friday immediately preceding the week in which the exchange request was effected. The exchange of Interests was treated as a redemption of Interests in one Series (with the related tax consequences) and the simultaneous purchase of Interests in the other Series. Series E and Series F are no longer offered to the public as those series substantially achieved their subscription maximums during June 2003 and July 2003, respectively. In addition, since July 2003, the offering of interests in Series D has been temporarily suspended, as further discussed in Note A. Accordingly, at this time, Interests may not be exchanged. Exchanges from Series E and Series F into Series D may resume once the requirements disclosed above are complied with. Future redemptions and exchanges will impact the amount of funds available for investment in commodity contracts in subsequent periods.

Redemptions are permitted on a weekly basis. Limited Interests redeemed on or before the end of the first and second successive six-month periods after their effective dates of purchase are subject to a redemption fee of 4% and 3%, respectively, of the net asset value at which they are redeemed. Redemption fees are paid to the Managing Owner.

In the event that the estimated net asset value per Interest of a Series at the end of any business day, after adjustments for distributions, declines by 50% or more since the commencement of trading activities or the first day of a fiscal year, the Series will automatically terminate.

B. Summary of Significant Accounting Policies

Basis of Accounting

The financial statements of Series D are prepared in accordance with accounting principles generally accepted in the United States of America. Such principles require the Managing Owner to make estimates and assumptions that affect the reported amounts of liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from these estimates.

Commodity futures and forward transactions are reflected in the accompanying statements of financial condition on trade date. The difference between the original contract amount and market value is reflected as net unrealized gain or loss. The market value of each contract is based upon the closing quotation on the exchange, clearing firm or bank on, or through, which the contract is traded. Net unrealized gain or loss on open contracts denominated in foreign currencies and foreign currency holdings are translated into U.S. dollars at the exchange rates prevailing on the last business day of the year. Realized gains and losses on commodity transactions are recognized in the period in which the contracts are closed.

The weighted average number of limited and general interests outstanding was computed for purposes of disclosing net income (loss) per weighted average limited and general interest. The weighted average limited and general interests are equal to the number of Interests outstanding at period end, adjusted proportionately for Interests subscribed and redeemed based on their respective time outstanding during such period.

Series D has elected not to provide a Statement of Cash Flows as permitted by Statement of Financial Accounting Standards No. 102, “Statement of Cash Flows—Exemption of Certain Enterprises and Classification of Cash Flows from Certain Securities Acquired for Resale.”

Consistent with standard business practices in the normal course of business. Series D has provided general indemnifications to the Managing Owner, its Trading Advisor and others when they act, in good faith, in the best interests of Series D. Series D is unable to develop an estimate of the maximum potential amount of future payments that could potentially result from any hypothetical future claim, but expects the risk of having to make any payments under these general business indemnifications to be remote.

Income Taxes

Series D is treated as a partnership for Federal Income tax purposes. As such, Series D is not required to provide for, or pay, any Federal or state income taxes. Income tax attributes that arise from its operations are passed directly to the individual Interest holders including the Managing Owner. Series D may be subject to other state and local taxes in jurisdictions in which it operates.

Profit and Loss Allocations and Distributions

Series D allocates profits and losses for both financial and tax reporting purposes to its Interest holders weekly on a pro rata basis based on each owner’s interests outstanding during the week. Distributions (other than redemptions of Interests) may be made at the sole discretion of the Managing Owner on a pro rata basis in accordance with the respective capital balances of the Interest holders; however, the Managing Owner does not presently intend to make any distributions.

New Accounting Guidance

In April 2003, Statement of Financial Accounting Standards (SFAS) No. 149, “Amendment of Statement 133 on Derivative Instruments and Hedging Activities,” was issued. This statement amends and clarifies accounting and reporting for derivative instruments and hedging activities under SFAS No. 133 “Accounting for Derivative Instruments and Hedging Activities,” SFAS No. 149 is intended to result in more consistent reporting of contracts as either derivatives or hybrid instruments. SFAS No. 149 is effective for contracts entered into or modified after June 30, 2003. The adoption of SFAS No. 149 had no material effect on the Series D’s financial position or results of operations.

C. Fees

Organizational and Offering Costs

PEG or its affiliates paid the costs of organizing Series D and will continue to pay all costs of offering its Limited Interests.

General and Administrative Costs

Routine legal, audit, postage, and other routine third party administrative costs are paid by Series D. Additionally, Series D pays the administrative costs incurred by the Managing Owner or its affiliates for services they perform for Series D which include, but are not limited to, those costs discussed in Note D below. However, to the extent that general and administrative costs incurred by Series D exceed 1.5% of Series D’s net asset value during the year (with a maximum of 1.25% attributable to other than legal and audit expenses) such amounts will be borne by the Managing Owner and its affiliates.

Management and Incentive Fees

Series D pays its Trading Advisor a management fee at an annual rate of 1.25% of the net asset value allocated to its management. The management fee is determined weekly and the sum of such weekly amounts is paid monthly. Series D also pays its Trading Advisor a quarterly incentive fee equal to 22% of such Trading Advisor’s “New High Net Trading Profits” (as defined in the advisory agreement). The incentive fee also accrues weekly.

Commissions

The Managing Owner and the Trust entered into a brokerage agreement with PEG to act as commodity broker for each Series whereby Series D pays a fixed fee for brokerage services rendered at an annual rate of 6% of Series D’s net asset value. The fee is determined weekly and the sum of such weekly amounts is paid monthly. Series D is also obligated to pay all floor brokerage expenses, give-up charges and NFA, clearing and exchange fees incurred in connection with Series D’s commodity trading activities.

D. Related Parties

Series D reimburses the Managing Owner or its affiliates for services they perform for Series D, which include, but are not limited to: brokerage services; accounting and financial management; registrar, transfer and assignment functions; Investor communications; printing and other administrative services. However, to the extent that general and administrative expenses exceed 1.5% of Series D’s net asset value during the year (with a maximum of 1.25% attributable to other than legal and audit expenses) such amounts will be borne by the Managing Owner and its affiliates. Because general and administrative expenses exceeded such limitations, a portion of the expenses related to services the Managing Owner performed for Series D other than brokerage services, during the year ended December 31, 2003, 2002 and 2001 have been borne by the Managing Owner and its affiliates. Additionally, PEG or its affiliates paid the costs of organizing Series D and all costs of offering its Limited Interests.

The expenses incurred by Series D for services performed by the Managing Owner and its affiliates for Series D were:


	Year ended December 31,
	2003			2002			2001

Commissions	$	1,038,846		$	357,464		$	262,448

General and administrative		72,240			73,616			65,701


		1,111,086			431,080			328,149

General and administrative expenses borne by the Managing Owner and its affiliates		(3,364	)		(50,682	)		(53,745	)


	$	1,107,722		$	380,398		$	274,404

Expenses payable to the Managing Owner and its affiliates (which are included in accrued expenses as on December 31, 2003 and 2002 were $56,185 and $4,880, respectively.

All of the proceeds of the offering of Series D are received in the name of Series D and are deposited in trading or cash accounts at PEG. Series D’s assets are maintained with PEG for margin purposes. Series D receives interest income on 100% of its average daily equity maintained in its accounts with PEG during each month at the 13-week Treasury bill discount rate.

Series D, acting through its Trading Advisor may execute over-the-counter, spot, forward and/or option foreign exchange transactions with PEG, PEG then engages in back-to-back trading with an affiliate, Prudential-Bache Global Markets Inc. (“PBGM”). PBGM attempts to earn a profit on such transactions. PBGM keeps its prices on foreign currency competitive with other interbank currency trading desks. All over-the-counter currency transactions are conducted between PEG and Series D pursuant to a line of credit PEG may require that collateral be posted against the marked-to-market positions of Series D.

E. Income Taxes

There have been no differences between the tax basis and book basis of interest holders’ capital since inception of the Trust.

F. Derivative Instruments and Associated Risks

Series D is exposed to various types of risks associated with the derivative instruments and related markets in which it invests. These risks include, but are not limited to, risk of loss from fluctuations in the value of derivative instruments held (market risk) and the inability of counterparties to perform under the terms of Series D’s Investment activities (credit risk).

Market risk

Trading in futures and forward contracts (including foreign exchange) involves entering into contractual commitments to purchase or sell a particular commodity at a specified date and price. The gross or face amount of the contracts, which is typically many times that of Series D’s net assets being traded. Significantly exceeds Series D’s future cash requirements since Series D intends to close out its open positions prior to settlement. As a result, Series D is generally subject only to the risk of loss arising from the change in the value of the contracts. As such, Series D considers the “fair value” of its derivative instru - -

ments to be the net unrealized gain or loss on the contracts. The market risk associated with Series D’s commitments to purchase commodities is limited to the gross or face amount of the contracts held. However, when Series D enters into a contractual commitment to sell commodities, it must make delivery of the underlying commodity at the contract price and then repurchase the contract at prevailing market prices. Since the repurchase price to which a commodity can rise is unlimited, entering into commitments to sell commodities exposes Series D to unlimited risk.

Market risk is influenced by a wide variety of factors including government programs and policies, political and economic events, the level and volatility of interest rates, foreign currency exchange rates, the diversification effects among the derivative instruments Series D holds and the liquidity and inherent volatility of the markets in which Series D trades.

Credit risk

When entering into futures or forward contracts, Series D is exposed to credit risk that the counterparty to the contract will not meet its obligations. The counterparty for futures contracts traded on United States and most foreign futures exchanges is the clearinghouse associated with the particular exchange. In general clearinghouses are backed by their corporate members who are required to share any financial burden resulting from the non-performance by one of their members and, as such, should significantly reduce this credit risk. In cases where the clearinghouse is not backed by the clearing members (i.e., some foreign exchanges), it is normally backed by a consortium of banks or other financial institutions. On the other hand, there is concentration risk on forward transactions entered into by Series D as PEG. Series D’s commodity broker, is the sole counterparty. Series D has entered into a master netting agreement with PEG and, as a result, when applicable, presents unrealized gains and losses on open forward positions as a net amount in the statements of financial condition. The amount at risk associated with counterparty non-performance of all of Series D’s contracts is the net unrealized gain included in the statements of financial condition, however, counterparty non-performance on only certain of Series D’s contracts may result in greater loss than non-performance on all of Series D’s contracts. There can be no assurance that any counterparty clearing member of clearinghouse will meet its obligations to Series D.

The Managing Owner attempts to minimize both credit and market risks by requiring Series D and its Trading Advisor to abide by various trading limitations and policies. The Managing Owner monitors compliance with these trading limitations and policies which include, but are not limited to, executing and clearing all trades with creditworthy counterparties; limiting the amount of margin or premium required for any one commodity or all commodities combined; and generally limiting transactions to contracts which are traded in sufficient volume to permit the taking and liquidating of positions. Additionally, pursuant to the advisory agreement among Series D, the Managing Owner and the Trading Advisor. Series D shall automatically terminate the Trading Advisor if the net asset value allocated to the Trading Advisor declines by 40% from the value at the beginning of any year or since the commencement of trading activities. Furthermore, the Trust Agreement of the Trust provides that Series D will liquidate its positions, and eventually dissolve. If Series D experiences a decline in the net asset value of 50% from the value at the beginning of any year or since the commencement of trading activities. In each case, the decline in net asset value is after giving effect for distributions, contributions and redemptions. The Managing Owner may impose additional restorations (through modifications of trading limitations and policies) upon the trading activities of the Trading Advisor as it, in good faith, deems to be in the best interest of Series D.

PEG, when acting as Series D’s futures commission merchant in accepting orders for the purchase or sale of domestic futures contracts, is required by Commodity Futures Trading Commission (“CFTC”) regulations to separately account for and segregate as belonging to Series D all assets of Series D relating to domestic futures trading and is not permitted to commingle such assets with other assets of PEG. At December 31, 2003 and 2002, such segregated assets totalled $7,657,278 and $2,584,851, respectively. Part 30.7 of the CFTC regulations also requires PEG to secure assets of Series D related to foreign futures trading which totalled $16,055,664 and $5,038,278 at December 31, 2003 and 2002, respectively. There are no segregation requirements for assets related to forward trading.

As of December 31, 2003, all of Series D’s open futures contracts mature within one year.

G. Financial Highlights


	Year ended December 31,
	2003			2002

Performance per Interest

Net asset value, beginning of period	$	93.17		$	81.84


Net realized gain (loss) and change in net unrealized gain/loss on commodity transactions		38.81			18.01

Interest income		1.12			1.39

Net expenses		(15.01	)		(8.07	)


Net increase (decrease) for the period		24.92			11.33


Net asset value, end of period	$	118.09		$	93.17


Total return:

Total return before incentive fees		32.87	%		13.94	%

Incentive fees		(6.13	)%		(0.10	)%


Total return after incentive fees		26.74	%		13.84	%


Ratio to average net assets:

Net investment income before incentive fees**		(7.45	)%		(7.61	)%

Incentive fees		(6.13	)		(0.10	)


Net investment income after incentive fees		(13.58	)%		(7.71	)%


Interest income		1.05	%		1.58	%


Incentive fees		6.13	%		0.10	%

Other expenses		8.50	%		9.19	%


Total expenses		14.63	%		9.29	%

Represents interest income less total expenses (exclusive of incentive fees). The Managing Owner believes that the disclosure of the ratio of net investment income to average net assets as required under the AICPA Audit Guide For Investment Companies is not a meaningful or appropriate measure for Series D. The Managing Owner believes that the total return ratio is the appropriate ratio as it also considers Series D’s commodity trading gains/losses.

These financial highlights represent the overall results of Series D during 2003 and 2002. An individual limited owner’s actual results may differ depending on the timing of contributions and redemptions.

H. Subsequent Event

On January 1, 2004, PEG, a wholly-owned subsidiary of PSG, transferred its Global Derivatives Division to PFD and Pru Global Securities, LLC, two other indirect wholly-owned subsidiaries of PSG. In connection with this transfer, PEG assigned its brokerage agreement with Series D to PFD, a properly qualified futures commission merchant.

I hereby affirm that, to the best of my knowledge and belief, the information contained herein relating to World Monitor Trust II—Series D is accurate and complete.

PRUDENTIAL SECURITIES

FUTURES MANAGEMENT INC.

(Managing Owner)

/s/ RONALD J. IVANS

By: Ronald J. Ivans

Chief Financial Officer

WORLD MONITOR TRUST II—SERIES D

(a Delaware Business Trust)

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS

Critical Accounting Policies

Preparation of the financial statements and related disclosures in compliance with accounting principles generally accepted in the United States of America requires the application of appropriate accounting rules and guidance, as well as the use of estimates. Series D’s application of these policies involves judgments and actual results may differ from the estimates used.

The Managing Owner has evaluated the nature and types of estimates that it makes in preparing Series D’s financial statements and related disclosures and has determined that the valuation of its investments which are not traded on a United States or Internationally recognized futures exchange involves a critical accounting policy. The values used by Series D for open forward positions are provided by its commodity broker, PEG, who uses market prices when available, while over-the-counter derivative financial instruments, principally forwards, options and swaps are valued based on the present value of estimated future cash flows that would be received from or paid to a third party in settlement of these derivative contracts prior to their delivery date.

As such, if actual results vary from estimates used, they are anticipated to not have a material impact on the financial statements and related disclosures.

Liquidity and Capital Resources

Series D commenced operations on March 13, 2000 with gross proceeds of $5,279,158 allocated to commodities trading. Additional contributions raised through the continuous offering from the sales of Interests for the year ended December 31, 2003 and 2002 and for the period from March 13, 2000 (commencement of operations) to December 31, 2003 resulted in additional gross proceeds to Series D of $12,881,381, $3,812,923 and $20,652,193, respectively.

Limited Interests in Series D may be redeemed on a weekly basis, but are subject to a redemption fee if transacted within one year of the effective date of purchase. Redemptions of Limited Interests for the years ended December 31, 2003 and 2002 and for the period from March 13, 2000 (commencement of operations) to December 31, 2003 were $1,435,264, $1,359,820 and $6,383,671, respectively. Redemptions of general interests for the year ended December 31, 2003 and for the period from March 13, 2000 (commencement of operations) to December 31, 2003 were $8,688 and $62,712, respectively. There were no redemptions of general interest for year ended December 31, 2002. Limited interests and general interests are sometimes collectively referred to as “Interests”. Additionally, Interests owned in any series of World Monitor Trust II (Series D, E or F) were exchangeable, without any charge, for Interests of one or more other series of World Monitor Trust II on a weekly basis for as long as Interests in those series were being offered to the public. World Monitor Trust—Series E and Series F are no longer offered to the public as those series substantially achieved their subscription maximums during June 2003 and July 2003 respectively. As such, Series D may no longer be exchanged for the other series. In addition, since July 2003, the offering of interests in Series D has been suspended. Accordingly, at this time, Interests may not be exchanged. Future contributions, redemptions and exchanges will impact the amount of funds available for investment in commodity contracts in subsequent periods.

At December 31, 2003, 100% of Series D’s net assets were allocated to commodities trading. A significant portion of the net assets was held in cash, which was used as margin for trading in commodities. Inasmuch as the sole business of Series D is to trade in commodities, Series D continues to own such liquid assets to be used as margin. PEG credits Series D with interest income on 100% of its average daily equity maintained in its accounts with PEG during each month at the 13-week Treasury bill discount rate.

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 Series D from promptly liquidating its commodity futures positions.

Since Series D’s business is to trade futures and forward 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). Series D’s exposure to market risk is influenced by a number of factors including the volatility of Interest rates and foreign currency exchange rates, the liquidity of the markets in which the contracts are traded and the relationships among the contracts held. The inherent uncertainty of Series D’s speculative trading, as well as the development of drastic market occurrences, could result in monthly losses considerably beyond Series D’s experience to date and could ultimately lead to a loss of all of substantially all of investors’ capital. The Managing Owner attempts to minimize these risks by requiring Series D and its Trading Advisor to abide by various trading limitations and policies, which include limiting margin amounts, trading only in liquid markets and permitting the use of stop loss provisions. See Note F to the financial statements for a further discussion on the credit and market risks associated with Series D’s futures and forward contracts.

Series D does not have, nor does it expect to have, any capital assets.

Off-Balance Sheet Arrangements and Contractual Obligations

As of December 31, 2003, Series D had not utilized special purpose entries to facilitate off-balance sheet financing arrangements and has no loan guarantee arrangements or off-balance sheet arrangements of any kind other than agreements entered into in the normal course of business which may include indemnification provisions related to certain risks services providers, such as our accountants, undertake in performing services which are in the best interests of Series D. While Series D’s exposure under such indemnification provisions can not be estimated, these general business indemnifications are not expected to have a material impact on Series D’s financial position.

Series D’s contractual obligations are with the Trading Advisor and its commodity broker. Payments made under Series D’s agreement with the Trading Advisor are at a fixed rate, calculated as a percentage of Series D’s “New High Net Trading Profits”. Management fee payments made to the Trading Advisor and commission payments to the commodity broker are calculated as a fixed percentage of Series D’s NAV’s. As such, the Managing Owner cannot anticipate the amount of payments that will be required under these agreements for future periods as NAV’s are not known until a future date. These agreements are effective for one-year terms, renewable automatically for additional one-year terms unless terminated. Additionally, these agreements may be terminated by either party for various reasons. For a further discussion on these payments, see Notes A & C of the Registrant’s 2003 Annual Report.

Results of Operations

The net asset value per Interest as of December 31, 2003 was $118.09, an increase of 26.74% from the December 31, 2002 net asset value per Interest of $93.17, which was on increase of 13.84% from the December 31, 2001 net asset value per Interest of $81.84. The CISDM Fund/Pool Qualified Universe Index (formerly known as the Zurich Fund/Pool Qualified Universe Index) returned 12.17% and 11.99% for the years ended December 31, 2003 and 2002, respectively. The CISDM Fund/Pool Qualified Universe Index is the dollar weighted, total return of all commodity pools tracked by Managed Accounts Reports, LLC. Past performance is not necessarily indicative of future results.

Series D had trading gains (losses) before commissions and related fees of $6,394,000, $1,218,000 and $(221,000) for the years ended December 31, 2003, 2002 and 2001, respectively. Due to the nature of Series D’s trading activities a period to period comparison of its trading results is not meaningful.

Trading profits in 2003 for Series D were the result of gains in the currencies, metals, interest rates and indices sectors.

Currencies: Perceptions of a quick success in Iraq boosted the U.S. dollar versus many foreign currencies early in 2003. As uncertainty crept in, the euro topped U.S. $1.10 for the first time in nearly four years amid concerns that the war would disrupt the U.S. economy and the U.S. dollar ended the first quarter down against the euro and the Japanese yen. The U.S. dollar continued to move sharply lower against most major currencies during the second quarter. The reversal of the U.S.’s strong dollar policy by Treasury Secretary Snow led to a 4.5-year low against the Swiss franc, and a 33-month low against the Japanese yen. Despite the strong global economic growth exhibited in the third quarter, the U.S. dollar began a new significant decline against both the euro and yen in the fourth quarter with the U.S. dollar reaching a three-year low against the Japanese yen and an 11-year low against the British pound. The weakened dollar played a major role in the markets throughout 2003. The Iraq War, growing U.S. federal deficits, and weak job market led to a 17% depreciation of the dollar against the euro for the year with 7.5% drop over the last quarter. Series D’s biggest currency position throughout the year was short the U.S. dollar. This resulted in considerable gains being short the U.S. dollar vs. Australian dollar, Canadian dollar, the Euro, and the Japanese Yen.

Metals: Throughout 2003, metal prices have risen by between approximately 15% and 115% on the back of increased world demand and concerns about poor global inventory levels. Investors and speculators purchased precious metals as a way to hedge against the declining dollar. Gold crossed the threshold of $400 an ounce for the first time in seven years while silver reached a five and a half-year high and increased 24% for the year. China’s voracious appetite for industrial metals moved prices up and copper reached a six-year high due to short-term supply disruptions. Long positions in the gold and copper markets contributed positive returns to Series D in 2003.

Interest rates: The U.S. Federal Reserve (the “Fed”) left the federal funds rate unchanged at a 41-year low of 1.25% at both the January and March meetings. In mid-March, initial optimism for the Coalition Forces’ success in Iraq resulted in a shift by investors to junk bonds and stocks, marking the worst setback for the U.S. Treasury markets in 18 months. The European Central Bank cut interest rates by 0.25% in the beginning of March, which, coupled with weak global economic growth prospects, resulted in the strengthening of European bond prices. In June, the market reacted with disappointment to the Fed’s 0.25% cut in short-term interest rates and as a result, intermediate and long-term rates rose. Concern about deteriorating public finances in most large economies and a renewed interest in equities, resulted in falling bond prices throughout the quarter and the subsequent rising of long-term rates. As a result of improved world growth, global bond yields began low at the beginning of the third quarter and rose in every major developed bond market, with Japanese bonds experiencing the greatest rise in yields. The majority of damage occurred in July as U.S. Treasuries posted their worst monthly return in more than two decades when investors shifted their allocations from bonds to stocks on the basis of stronger economic data. Government bonds under performed in the fourth quarter as investors sought riskier assets due to gains in GDP, consumer confidence, manufacturing and employment. The Fed maintained its target for the federal funds rate at one percent at its October and December meetings. European and Asian Central Banks followed suit. The threat of increased interest rates depressed bond prices as the improved global economy created upward pressure resulting in market fluctuations and increased volatility. The interest rate markets showed fewer opportunities in 2003 for Series D. Long positions in the Japanese Government Bond resulted in profits for Series D but these were offset by losses in long positions in European bonds and the U.S. 10-year bond. Overall the interest rate sector contributed minimal profits to Series D for 2003.

Indices: Major global equity markets rallied early in the first quarter of 2003, but slid on fears of the impending war with Iraq, possible terrorism attacks and international political conflict. Markets recovered to surge ahead in the second quarter due to the easing of geopolitical tension, massive short covering, excess liquidity, some positive first quarter earnings reports, and economic recovery. Stronger corporate earnings, growth in capital and consumer spending, a weak U.S. dollar, and low interest rates boosted stock prices and resulted in continued gains through the second half of the year. All three major U.S. market gauges made double-digit gains to end the year in solidly positive territory for the first time since 1999. The Dow Jones Industrial Average was up 25.3%, NASDAQ up 50% and the S&P 500 up 26.4%. Global markets also revived in 2003 with the biggest gains in Latin America and Asia. Series D realized a slight loss in the global indices as short positions in the S&P 500 and FTSE 100 were offset by long positions in the Hang Seng Index.

The overall fluctuation in average net asset levels have led to variation in interest earned, commissions and management fees incurred by Series D, which are principally based on the level of net assets. Series D’s average net asset levels were greatly higher during the year ended December 31, 2003 as compared to 2002, primarily from significant contributions and favorable trading performance throughout 2003 offset, in part, by redemptions during 2003. Series D’s average net asset levels were considerably higher during the year ended December 31, 2002 as compared to 2001, primarily from contributions and favorable trading performance offset, in part, by redemptions during 2002.

Interest income is earned on the average daily equity maintained in its accounts with PEG at the 13-week Treasury bill discount rate and, therefore, varies weekly according to interest rates, trading performance, contributions and redemptions. Interest income increased $86,000 for the year ended December 31, 2003 as compared to 2002 and decreased $67,000 for the year ended December 31, 2002 as compared to 2001. The increases were primarily due to the significant increase in Series D’s net asset levels offset, by declining interest rates throughout 2003. The decrease was primarily due to declining interest rates. In addition, the fluctuation in average net asset levels, as discussed above, affected the amount of interest income earned.

Commissions are calculated on Series D’s net asset level at the end of each week and, therefore, vary according to weekly trading performance, contributions and redemptions. Other transaction fees consist of National Futures Association, exchange and clearing fees, as well as floor brokerage costs and give-up charges, which are based on the number of trades the Trading Advisor executes, as well as which exchange, clearing firm or bank on, or through, which the contract is traded. Commissions and other transaction fees increased $708,000 for the year ended December 31, 2003 as compared to 2002 and increased $95,000 for 2002 as compared to the 2001 due to the fluctuation in net asset levels as discussed above.

All trading decisions for Series D are made by the Trading Advisor. Management fees are calculated on Series D’s net asset value at the end of each week and, therefore, are affected by weekly trading performance, contributions and redemptions. Management fees increased $144,000 for the year ended December 31, 2002 as compared to 2002 and increased $20,000 for 2002 as compared to 2001 due to the fluctuation in average net asset levels as discussed above.

Incentive fees are based on the “New High Net Trading Profits” generated by the trading Advisor, as defined in the advisory agreement among Series D, the Managing Owner and the Trading Advisor. Incentive fees were $1,041,000 and $6,000 for the year ended December 31, 2003 and 2002. There were no incentive fees earned for the year ended December 31, 2001.

General and administrative expenses for the years ended December 31, 2003, 2002 and 2001 were $143,000, $140,000 and $120,000, respectively. These expenses include accounting, audit, tax, and legal fees, as well as printing and postage costs related to reports sent to limited owners and are before reimbursement of costs incurred by the Managing Owner on behalf of Series D. To the extent that general and administrative expenses exceed 1.5% of Series D’s net asset value during the year (with a minimum of 1.25% attributable to other than legal and audit expenses) such amounts are borne by the Managing Owner and its affiliates. Because applicable expenses exceeded these limits, a portion of the expenses has been borne by the Managing Owner and its affiliates, resulting in a net cost to Series D of $140,000, $89,000 and $66,000, respectively.

Inflation

Inflation has had no material impact on operations or on the financial condition of Series D from inception through December 31, 2003.

OTHER INFORMATION

The actual round-turn equivalent of brokerage commissions paid per contract for the year ended December 31, 2003, was $104.

Series D’s Annual Report on Form 10-K as filed with the Securities and Exchange Commission is available to limited owners without charge upon written request to:

World Monitor Trust II—Series D/0TH

Peck Slip Station

P.O. Box 2303

New York, New York 10273-0005

EX-31.1 5 dex311.htm CERTIFICATION PURSUANT TO EXCHANGE ACT RULES 13A-14 AND 15D-14 Certification pursuant to Exchange Act Rules 13a-14 and 15d-14

Exhibit 31.1

CERTIFICATION

I, Brian J. Martin, certify that:

I have reviewed this annual report on Form 10-K of World Monitor Trust II—Series D (“Series D”);

Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of Series D as of, and for, the periods presented in this annual report;

Series D’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures ( as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for Series D and we have:

designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to Series D, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

evaluated the effectiveness of Series D’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

disclosed in this report any change in Series D’s internal control over financial reporting that occurred during the Series D’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Series D’s internal control over financial reporting; and

Series D’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to Series D’s auditors and the board of directors of the managing owner of Series D:

all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect Series D’s ability to record, process, summarize and report financial information; and

any fraud, whether or not material that involves management or other employees who have a significant role in Series D’s internal control over financial reporting.


Date: March 29, 2004		/s/ Brian J. Martin

		Brian J. Martin President (chief executive officer) of the managing owner of Series D

EX-31.2 6 dex312.htm CERTIFICATION PURSUANT TO EXCHANGE ACT RULES 13A-14 AND 15D-14 Certification pursuant to Exchange Act Rules 13a-14 and 15d-14

Exhibit 31.2

CERTIFICATION

I, Ronald J. Ivans, certify that:

I have reviewed this annual report on Form 10-Q of World Monitor Trust II—Series D (“Series D”):

Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of Series D as of, and for, the periods presented in this annual report;

Series D’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for Series D and we have:

evaluated the effectiveness of Series D disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

disclosed in this report any change in Series D internal control over financial reporting that occurred during Series D most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, Series D internal control over financial reporting; and

any fraud, whether or not material, that involves management or other employees who have a significant role in Series D’s internal control over financial reporting.


Date: March 29, 2004		/s/ Ronald J. Ivans

		Ronald J. Ivans Chief Financial Officer of the managing owner of Series D

EX-32.1 7 dex321.htm CERTIFICATION PURSUANT TO 18 U.S.C SECTION 1350 Certification pursuant to 18 U.S.C Section 1350

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

The undersigned, Brian J. Martin, President (chief executive officer) of the managing owner, Prudential Securities Futures Management Inc. (the “Managing Owner”), of World Monitor Trust II—Series D (“Series D”), hereby certifies, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 996 of the Sarbanes-Oxley Act of 2002, that:

(1)

Series D’s Annual Report on Form 10-K for the period ending December 31, 2003, as filed with the Securities and Exchange Commission on the date hereof (the “Annual Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)

The information contained in the Annual Report fairly presents, in all material respects, the financial condition and results of operations of Series D.


/s/ BRIAN J. MARTIN

President (chief executive officer) of the Managing Owner March 29, 2004

EX-32.2 8 dex322.htm CERTIFICATION PURSUANT TO 18 U.S.C SECTION 1350 Certification Pursuant to 18 U.S.C Section 1350

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

The undersigned, Ronald J. Ivans, Chief Financial Officer of the managing owner, Prudential Securities Futures Management Inc. (the “Managing Owner”), of World Monitor Trust II—Series D (“Series D”), hereby certifies, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)

Series D’s Annual Report on Form 10-K for the period ending September 26, 2003, as filed with the Securities and Exchange Commission on the date thereof (the “Annual Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)

The information contained in the Annual Report fairly presents, in all material respects, the financial condition and results of operations of Series D.


/s/ RONALD J. IVANS

Ronald J. Ivans Chief Financial Officer of the Managing Owner March 29, 2004

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