-----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, VwPfpL3hZY1LGvxWblwNkpvTJjKyGE+xMnInNjJ0bpEyK6MdE1q/iPmJQ57KVxod hgx6Nspqa5m67e6ypKoYew== 0001193125-07-070205.txt : 20070330 0001193125-07-070205.hdr.sgml : 20070330 20070330140238 ACCESSION NUMBER: 0001193125-07-070205 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 12 CONFORMED PERIOD OF REPORT: 20061231 FILED AS OF DATE: 20070330 DATE AS OF CHANGE: 20070330 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WORLD MONITOR TRUST II SERIES F CENTRAL INDEX KEY: 0001090702 STANDARD INDUSTRIAL CLASSIFICATION: [6221] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-32689 FILM NUMBER: 07731523 BUSINESS ADDRESS: STREET 1: C/O PREFERRED INVESTMENT SOLUTIONS CORP. STREET 2: 900 KING STREET, SUITE 100 CITY: RYE BROOK STATE: NY ZIP: 10573 BUSINESS PHONE: 914-307-7000 MAIL ADDRESS: STREET 1: C/O PREFERRED INVESTMENT SOLUTIONS CORP. STREET 2: 900 KING STREET, SUITE 100 CITY: RYE BROOK STATE: NY ZIP: 10573 10-K 1 d10k.htm WORLD MONITOR TRUST II - SERIES F World Monitor Trust II - Series F

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, 2006

OR

 

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

For the transition period from              to             

Commission file number 0-17592

 


WORLD MONITOR TRUST II – SERIES F

(Exact name of Registrant as specified in its charter)

 


 

Delaware   13-4058320

(State or other Jurisdiction of

Incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

900 King Street, Suite 100, Rye Brook, New York   10573
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (914) 307-7000

 


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 if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ¨    No  x

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes  ¨    No  x

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  x    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  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer  ¨    Accelerated filer  ¨    Non-accelerated filer  x

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

DOCUMENTS INCORPORATED BY REFERENCE

Annual Report to Unitholders for the year ended December 31, 2006 is incorporated by reference into Parts II and IV of this Annual Report on Form 10-K

 



WORLD MONITOR TRUST II – SERIES F

(a Delaware Business Trust)

TABLE OF CONTENTS

 

          PAGE
PART I      
Item 1.    Business    3
Item 1A.    Risk Factors    4
Item 1B.    Unresolved Staff Comments    8
Item 2.    Properties    8
Item 3.    Legal Proceedings    8
Item 4.    Submission of Matters to a Vote of Security Holders    8
PART II      
Item 5.   

Market for the Registrant’s Common Equity, Related Stockholders Matters and Issuer Purchases of Equity Securities

   8
Item 6.    Selected Financial Data    9
Item 7.    Management’s Discussion and Analysis of Financial Condition and Results of Operation    9
Item 7A.    Quantitative and Qualitative Disclosures About Market Risk    14
Item 8.    Financial Statements and Supplementary Data    16
Item 9.    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure    17
Item 9A.    Controls and Procedures    17
Item 9B.    Other Information    17
PART III      
Item 10.    Directors, Executive Officers and Corporate Governance    17
Item 11.    Executive Compensation    20
Item 12.    Security Ownership of Certain Beneficial Owners and Management and Related Stockholders Matters    20
Item 13.    Certain Relationships and Related Transactions, and Director Independence    21
Item 14.    Principal Accounting Fees and Services    21
PART IV      
Item 15.    Exhibits, Financial Statement Schedules    22
   Financial Statements and Financial Statement Schedules    22
   Exhibits    22 – 23
SIGNATURES   

 

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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 5, 2000 and March 1, 2000, respectively, and each Series will continue to exist until terminated pursuant to the provisions of Article XIII as provided in 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 II – Series F (“Registrant”) is engaged solely in the business of commodity futures and forward trading; therefore, presentation of industry segment information is not applicable.

Effective December 6, 2004, the Registrant contributed its net assets to WMT Campbell Pool, L.L.C. (the “Company”) and received a Voting Membership Interest in the Company. The Company was formed to function as an aggregate trading vehicle. The sole members of the Company are the Registrant and World Monitor Trust II – Series D (“Series D”). Preferred is the Managing Owner of Series D and has been delegated administrative authority over the operations of the Company. The Company engages in the speculative trading of futures and forwards contracts. The financial statements of the Company, including the condensed schedule of investments, are included in Section II of these financial statements and should be read in conjunction with the Registrant’s financial statements. All references herein to the Registrant’s relationship with the Trading Advisor shall, unless the context states otherwise, refer to the Registrant’s relationship with the Trading Advisor through the Registrant’s investment in the Company.

Managing Owner and its Affiliates

Preferred Investment Solutions Corp. (“Preferred”) has been the managing owner of the Trust and Series D since October 1, 2004. Prior to that date, Prudential Securities Futures Management Inc. served as managing owner of the Trust and Series D. The term “Managing Owner”, as used herein, refers either to Prudential Securities Futures Management Inc. or Preferred, depending upon the applicable period discussed.

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.

The Offering

Up to $50,000,000 of limited interests in each Series (“Limited Interests” or “Limited Units”) were being offered once each week (totaling $150,000,000) (“Subscription Maximum”), 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 met 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 was $1,000. General Interests were also being sold exclusively to the Managing Owner. Limited Interests and General Interests are sometimes referred to as “Interests” or “Units”.

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 1, 2000 with gross proceeds of $5,185,012, which was fully allocated to commodities trading. Until the Subscription Maximum for each Series is reached, each Series’ Limited Interests were 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, the Registrant raised additional gross proceeds of $45,240,236 from the sales of Interests. The Registrant and Series E 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 may not be offered or exchanged.

The Trading Advisor

Each Series, directly, or indirectly, has its own independent commodity trading advisor that makes that Series’ trading decisions. The Registrant, through its investment in the Company, has allocated 100% of its net assets to Campbell & Company, Inc. (the “Trading Advisor”). The Company (through its Members, including the Registrant) and Preferred entered into an advisory agreement (the “Advisory Agreement”) with 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 Company’s Members.

Effective December 6, 2004, the Managing Owner terminated the advisory agreement with the Trading Advisor concurrent with the Registrant’s investment in the Company.

 

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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 does not currently, and does not intend in the future to, solicit the sale of additional Interests. As such, the Registrant does not compete with other entities to attract new fund participants. However, to the extent that the Trading Advisor recommends similar or identical trades to the Registrant (through its investment in the Company) and other accounts that 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 or third parties pursuant to the Trust Agreement, as further discussed in Notes 1,3 and 4 to the Registrant’s financial statements included in its annual report for the year ended December 31, 2006 (“Registrant’s 2006 Annual Report”), which is filed as an exhibit hereto.

Available information

The Trust files quarterly, annual and current reports with the Securities and Exchange Commission (“SEC”). These reports are available to read and copy at the SEC's Public Reference Facilities in Washington, D.C. at 459 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC's toll free number, 1-800-SEC-0330, for further information. The Trust does not maintain a website where these reports are posted. However, the Trust's filings are posted on the SEC's website at htttp://www.sec.gov.

Item 1A. Risk Factors

THE RISKS YOU FACE

You Should Not Rely on Past Performance in Deciding Whether to Buy Interests

The Trading Advisor selected by the Managing Owner to manage the assets of the Registrant has a performance history through the date of its selection by the Managing Owner. You must consider, however, the uncertain significance of past performance, and you should not rely on the Trading Advisor’s or the Managing Owner’s records to date for predictive purposes. You should not assume that the Trading Advisor’s future trading decisions will create profit, avoid substantial losses or result in performance for the Registrant that is comparable to the Trading Advisor's or to the Managing Owner’s past performance. In fact, as a significant amount of academic study has shown, futures funds more frequently than not underperforms the past performance records included in their prospectuses.

Price Volatility May Possibly Cause the Total Loss of Your Investment

Futures and forward contracts have a high degree of price variability and are subject to occasional rapid and substantial changes. Consequently, you could lose all or substantially all of your investment in the Trust.

Speculative and Volatile Markets Combined With Highly Leveraged Trading May Cause the Trust to Incur Substantial Losses.

The markets in which the Registrant trades are speculative, highly leveraged and involve a high degree of risk. The Trading Advisor’s trading considered individually involves a significant risk of incurring large losses, and there can be no assurance that the Registrant will not incur such losses. Futures and forward prices are volatile. Volatility increases risk, particularly when trading with leverage. Trading on a highly leveraged basis, as does the Registrant, even in stable markets involves risk; doing so in volatile markets necessarily involves a substantial risk of sudden, significant losses. Due to such leverage, even a small movement in price could cause large losses for the Registrant. Market volatility will increase the potential for large losses. Market volatility and leverage mean that the Registrant could incur substantial losses, potentially impairing its equity base and ability to achieve its long-term profit objectives even if favorable market conditions subsequently develop.

Fees and Commissions are Charged Regardless of Profitability and May Result in Depletion of Trust Assets

The Registrant is subject to the fees and expenses which are payable irrespective of profitability in addition to performance fees which, are payable based on the profitability of the Registrant. Consequently, the expenses of the Registrant could, over time, result in significant losses to your investment therein.

Market Conditions May Impair Profitability

The trading system used by the Trading Advisor is technical, trend-following methods. The profitability of trading under these systems depends on, among other things, the occurrence of significant price trends, which are sustained movements, up or down, in futures and forward prices. Such trends may not develop; there have been periods in the past without price trends.

 

4


The likelihood of the Interests being profitable could be materially diminished during periods when events external to the markets themselves have an important impact on prices. During such periods, the Trading Advisor’s historic price analysis could establish positions on the wrong side of the price movements caused by such events.

Discretionary Trading Strategies May Incur Substantial Losses

Discretionary traders, while they may utilize market charts, computer programs and compilations of quantifiable fundamental information to assist them in making trading decisions, make such decisions on the basis of their own judgment and “trading instinct,” not on the basis of trading signals generated by any program or model. Such traders may be more prone to subjective judgments, which may have greater potentially adverse effects on their performance than systematic traders, which emphasize eliminating the effects of “emotionalism” on their trading. Reliance on trading judgment may, over time, produce less consistent trading results than implementing a systematic approach. Discretionary traders, like trend-following traders, are unlikely to be profitable unless major price movements occur. Discretionary traders are highly unpredictable, and can incur substantial losses even in apparently favorable markets.

Systematic Trading Strategies May Incur Substantial Losses

A systematic trader will generally rely to some degree on judgmental decisions concerning, for example, what markets to follow and commodities to trade, when to liquidate a position in a contract which is about to expire and how large a position to take in a particular commodity. Although these judgmental decisions may have a substantial effect on a systematic trader’s performance, such trader's primary reliance is on trading programs or models that generate trading signals. The systems utilized to generate trading signals are changed from time to time (although generally infrequently), but the trading instructions generated by the systems being used are followed without significant additional analysis or interpretation. Therefore, systematic trading may incur substantial losses by failing to capitalize on market trends that their systems would otherwise have exploited by applying their generally mechanical trading systems by judgmental decisions of employees. Furthermore, any trading system or trader may suffer substantial losses by misjudging the market. Systematic traders tend to rely on computerized programs, and some consider the prospect of disciplined trading, which largely removes the emotion of the individual trader from the trading process, advantageous. Due to their reliance upon computers, systematic traders are generally able to incorporate a significant amount of data into a particular trading decision. However, when fundamental factors dominate the market, trading systems may suffer rapid and severe losses due to their inability to respond to such factors until such factors have had a sufficient effect on the market to create a trend of enough magnitude to generate a reversal of trading signals, by which time a precipitous price change may already be in progress, preventing liquidation at anything but substantial losses.

Decisions Based Upon Fundamental Analysis May Not Result in Profitable Trading

Traders that utilize fundamental trading strategies attempt to examine factors external to the trading market that affect the supply and demand for a particular futures and forward contracts in order to predict future prices. Such analysis may not result in profitable trading because the analyst may not have knowledge of all factors affecting supply and demand, prices may often be affected by unrelated factors, and purely fundamental analysis may not enable the trader to determine quickly that previous trading decisions were incorrect. In addition, because of the breadth of fundamental data that exists, a fundamental trader may not be able to follow developments in all such data, but instead may specialize in analyzing a narrow set of data, requiring trading in fewer markets. Consequently, a fundamental trader may have less flexibility in adverse markets to trade other futures and forward markets than traders that do not limit the number of markets traded as a result of a specialized focus.

Increase in Assets Under Management May Affect Trading Decisions

The more equity the Trading Advisor manages, the more difficult it may be for the Trading Advisor to trade profitably because of the difficulty of trading larger positions without adversely affecting prices and performance. Accordingly, such increases in equity under management may require the Trading Advisor to modify trading decisions for the Registrant, which could have a detrimental effect on your investment.

You cannot be Assured of the Trading Advisors’ Continued Services Which May Be Detrimental to the Registrant

You cannot be assured that the Trading Advisor will be willing or able to continue to provide advisory services to the Registrant for any length of time. There is severe competition for the services of qualified trading advisors, and the Registrant may not be able to retain satisfactory replacement or additional trading advisors on acceptable terms or the Trading Advisor may require the Registrant to pay higher fees in order to be able to retain such Trading Advisor. The Managing Owner may either terminate the Trading Advisor upon 30 days’ prior written notice, or upon shorter notice, if for cause. The Trading Advisor has the right to terminate the Advisory Agreement in its discretion at any time for cause.

Limited Ability to Liquidate Your Investment

There is no secondary market for the Units. While the Units have redemption rights, there are restrictions, and possible fees assessed. Transfers of Units are subject to limitations, and the Managing Owner may deny a request to transfer if it determines that the transfer may result in adverse legal or tax consequences for the Registrant.

 

5


Possible Illiquid Markets May Exacerbate Losses

Futures and forward positions cannot always be liquidated at the desired price. It is difficult to execute a trade at a specific price when there is a relatively small volume of buy and sell orders in a market. A market disruption, such as when foreign governments may take or be subject to political actions, which disrupt the markets in their currency or major exports, can also make it difficult to liquidate a position. Such periods of illiquidity and the events that trigger them are difficult to predict and there can be no assurance that the Trading Advisor will be able to do so. There can be no assurance that market illiquidity will not cause losses for the Registrant. The large size of the positions which the Trading Advisor is expected to acquire for the Registrant increases the risk of illiquidity by both making its positions more difficult to liquidate and increasing the losses incurred while trying to do so.

The risk of loss due to potentially illiquid markets is more acute in respect of over-the-counter instruments than in respect of exchange-traded instruments because the performance of those contracts is not guaranteed by an exchange or clearinghouse and the Trust will be at risk to the ability of the counterparty to the instrument to perform its obligations thereunder. Because these markets are not regulated, there are no specific standards or regulatory supervision of trade pricing and other trading activities that occur in those markets.

Because No Trust Acquires Any Asset with Intrinsic Value, the Positive Performance of Your Investment Is Wholly Dependent Upon an Equal and Offsetting Loss

Futures trading is a risk transfer economic activity. For every gain there is an equal and offsetting loss rather than an opportunity to participate over time in general economic growth. Unlike most alternative investments, an investment in the Registrant does not involve acquiring any asset with intrinsic value. Overall stock and bond prices could rise significantly and the economy as a whole prospers; while the Registrant trades unprofitably.

Failure of Futures Trading to be Non-Correlated to General Financial Markets Will Eliminate Benefits of Diversification

Historically, managed futures generally have been non-correlated to the performance of other asset classes such as stocks and bonds. Non-correlation means that there is no statistically valid relationship between the past performance of futures and forward contracts on the one hand and stocks or bonds on the other hand. Non-correlation should not be confused with negative correlation, where the performance would be exactly opposite between two asset classes. Because of this non-correlation, the Registrant cannot be expected to be automatically profitable during unfavorable periods for the stock market, or vice-versa. The futures and forward markets are fundamentally different from the securities markets in that for every gain in futures and forward trading, there is an equal and offsetting loss. If the Registrant does not perform in a manner non-correlated with the general financial markets or does not perform successfully, you will obtain no diversification benefits by investing in the Units and the Registrant may have no gains to offset your losses from other investments.

Trading on Commodity Exchanges Outside the United States is Not Subject to U.S. Regulation

The Trading Advisor may engage in some or all of its trading on behalf of the Registrant on commodity exchanges outside the United States. Trading on such exchanges is not regulated by any United States governmental agency and may involve certain risks not applicable to trading on United States exchanges. In trading contracts denominated in currencies other than U.S. dollars, the Registrant will be subject to the risk of adverse exchange-rate movements between the dollar and the functional currencies of such contracts. Investors could incur substantial losses from trading on foreign exchanges by the Registrant to which such investors would not have been subject had the Trading Advisor limited its trading to U.S. markets.

Various Actual and Potential Conflicts of Interest May Be Detrimental to Unitholders

The Registrant is subject to actual and potential conflicts of interests involving the Managing Owner, the Trading Advisor, and various brokers and servicing agents. The Managing Owner, the Trading Advisor, and their respective principals, all of which are engaged in other investment activities, are not required to devote substantially all of their time to the Registrant’s business, which also presents the potential for numerous conflicts of interest with the Registrant. As a result of these and other relationships, parties involved with the Registrant has a financial incentive to act in a manner other than in the best interests of the Registrant and its Unit. The Managing Owner has not established any formal procedure to resolve conflicts of interest. Consequently, investors will be dependent on the good faith of the respective parties subject to such conflicts to resolve them equitably. Although the Managing Owner attempts to monitor these conflicts, it is extremely difficult, if not impossible, for the Managing Owner to ensure that these conflicts do not, in fact, result in adverse consequences to the various Trust.

The Registrant may be subject to certain conflicts with respect to its clearing broker, its futures broker, and any executing broker including, but not limited to, conflicts that result from receiving greater amounts of compensation from other clients, purchasing opposite or competing positions on behalf of third party accounts traded through the clearing broker, the clearing broker and executing brokers.

Unitholders Taxed Currently

Unitholders are subject to tax each year on their allocable share of the income or gains (if any) of the Registrant, whether or not they receive distributions. Moreover, the Managing Owner does not intend to make any distributions to unitholders in respect of the Series. Consequently, unitholders will be required either to redeem Units or to make use of other sources of funds to discharge their tax liabilities in respect of any profits earned by the Registrant.

 

6


In comparing the profit objectives of the Registrant with the performance of more familiar securities in which one might invest, prospective investors must recognize that if they purchased equity or debt, there probably would be no tax due on the appreciation in the value of such holdings until disposition. In the case of the Registrant, on the other hand, a significant portion of any appreciation in the net asset value per Unit must be paid in taxes by the unitholders every year, resulting in a substantial cumulative reduction in their net after-tax returns. Because unitholders will be taxed currently on their allocable share of the income or gains of the Registrant, if any, the Registrant may trade successfully but investors nevertheless would have recognized significantly greater gains on an after-tax basis had they invested in conventional stocks with comparable performance.

Limitation on Deductibility of “Investment Advisory Fees”

Non-corporate unitholders may be required to treat the amount of Incentive Fees and other expenses of the Registrant as “investment advisory fees” which may be subject to substantial restrictions on deductibility for federal income tax purposes. In the absence of further regulatory or statutory clarification, the Managing Owner is not classifying these expenses as "investment advisory fees," but this is a position to which the Internal Revenue Service (the “IRS”) may object. If a substantial portion of the fees and other expenses of the Registrant were characterized as “investment advisory fees,” an investment in the Registrant might no longer be economically viable.

Taxation of Interest Income Irrespective of Trading Losses

With respect to the Registrant, the net asset value per Unit reflects the trading profits and losses as well as the interest income earned and expenses incurred by the Registrant. However, losses on the Registrant’s trading will be almost exclusively capital losses, and capital losses are deductible against ordinary income only to the extent of $3,000 per year in the case of non-corporate taxpayers. Consequently, if a non-corporate unitholder had, for example, an allocable trading (i.e., capital) loss of $10,000 in a given fiscal year and allocable interest (i.e., ordinary) income (after reduction for expenses) of $5,000, the unitholder would have incurred a net loss in the net asset value of such unitholder’s Units equal to $5,000 but would recognize taxable income of $2,000 (assuming a 40% tax rate). The limited deductibility of capital losses for non-corporate unitholders could result in such unitholders having a tax liability in respect of their investment in the Registrant despite incurring a financial loss on their Units.

Possibility of a Tax Audit of Both the Registrant and the Unitholders

There can be no assurance that the tax returns of the Registrant will not be audited by the IRS. If such an audit results in an adjustment, unitholders could themselves be audited as well as being required to pay additional taxes, interest and possibly penalties.

Failure or Lack of Segregation of Assets May Increase Losses

The Commodity Exchange Act (“CEA”) requires a clearing broker to segregate all funds received from customers from such broker’s proprietary assets. If the clearing broker fails to do so, the assets of the Registrant might not be fully protected in the event of their bankruptcy. Furthermore, in the event of the clearing broker’s bankruptcy, the Registrant could be limited to recovering only a pro rata share of all available funds segregated on behalf of the clearing broker’s combined customer accounts, even though certain property specifically traceable to the Registrant (for example, Treasury bills deposited by the Registrant with the clearing broker as margin) was held by the clearing broker.

Default by Counterparty and Credit Risk Could Cause Substantial Losses

Dealers in forward contracts are not regulated by the CEA and are not obligated to segregate customer assets. As a result, unitholders do not have such basic protections with respect to the trading in forward contracts by the Registrant. This lack of regulation in these markets could expose the Registrant in certain circumstances to significant losses in the event of trading abuses or financial failure by the counterparties. The Registrant also faces the risk of non-performance by the counterparties to the over-the-counter contracts. Unlike in futures contracts, the counterparty to these contracts is generally a single bank or other financial institution, rather than a clearing organization backed by a group of financial institutions. As a result, there will be greater counterparty credit risk in these transactions. The clearing member, clearing organization or other counterparty may not be able to meet its obligations, in which case the Registrant could suffer significant losses on these contracts.

Regulatory Changes or Actions May Alter the Nature of an Investment in the Trust

Considerable regulatory attention has been focused on non-traditional investment pools, in particular commodity pools such as the Registrant, publicly distributed in the United States. There has been significant international governmental concern expressed regarding, for example, (i) the disruptive effects of speculative trading on the central banks' attempts to influence exchange rates and (ii) the need to regulate the derivatives markets in general. There is a possibility of future regulatory changes altering, perhaps to a material extent, the nature of an investment in the Registrant.

The futures markets are subject to comprehensive statutes, regulations, and margin requirements. In addition, the Commodity Futures Trading Commission (“CFTC”) and the exchanges are authorized to take extraordinary actions in the event of a

 

7


market emergency, including, for example, the retroactive implementation of speculative position limits or higher margin requirements, the establishment of daily price limits and the suspension of trading. The regulation of futures and forward transactions in the United States is a rapidly changing area of law and is subject to modification by government and judicial action. The effect of any future regulatory change on the Registrant is impossible to predict, but could be substantial and adverse.

Trust Trading is Not Transparent

Trading decisions in respect of the Registrant, are made by the Trading Advisor. While the Managing Owner receives daily trade confirmations from the clearing broker and foreign exchange dealers, such information is not provided to unitholders and the Registrant’s trading results are reported to the unitholders. Accordingly, an investment in the Registrant does not offer you the same transparency, i.e., an ability to review all investment positions daily that a personal trading account offers.

Lack of Independent Experts Representing Investors

The Managing Owner has consulted with counsel, accountants and other experts regarding the formation and operation of the Registrant. Accordingly, you should consult your own legal, tax and financial advisers regarding the desirability of an investment in the Registrant.

Forwards, Swaps, Hybrids and Other Derivatives are Not Subject to CFTC Regulation

The Registrant may trade foreign exchange contracts in the interbank market. Since forward contracts are traded in unregulated markets between principals, the commodity pools also assume the risk of loss from counterparty nonperformance. In the future, the Registrant may also trade swap agreements, hybrid instruments and other off-exchange contracts. Swap agreements involve trading income streams such as fixed rate or floating rate interest. Hybrids are instruments, which combine features of a security with those of a futures contract. Because there is no exchange or clearing- house for these contracts, the Registrant will be subject to the credit risk and nonperformance of the counterparty. Additionally, because these off-exchange contracts are not regulated by the CFTC, the Registrant will not receive the protections, which are provided by the CFTC’s regulatory scheme.

Possibility of Termination of the Trust or any Trust Before Expiration of its Stated Term

As Managing Owner, the Managing Owner may withdraw from the Trust or the Registrant, which would cause the Trust or the Registrant, as appropriate, to terminate unless a Substitute Managing Owner was appointed. Other events, such as a long-term substantial loss suffered by the Registrant, could also cause the Registrant to terminate before the expiration of its stated term. This could cause you to liquidate your investments and upset the overall maturity and timing of your investment portfolio. If the registrations with the CFTC or memberships in the NFA of the Managing Owner or the clearing broker were revoked or suspended, such entity would no longer be able to provide services to the Registrant.

Item 1B. Unresolved Staff Comments

None

Item 2. Properties

The Registrant does not own or use any physical properties in the conduct of its business. The Registrant’s only place of business is the place of business of the Managing Owner.

Certain administrative services are provided by DPM Mellon LLC, Series F’s administrator (the “Administrator”), which is located at 400 Atrium Drive, Somerset, New Jersey 08873.

Item 3. Legal Proceedings

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

Item 4. Submission of Matters to a Vote of Security Holders

None

PART II

Item 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Information with respect to the offering of Interests and the use of proceeds is incorporated by reference to Note 1 to the Registrant’s 2006 Annual Report, which is filed as an exhibit hereto.

 

8


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 a unitholder 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) could be exchanged, 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 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. At this time, Interests may not be exchanged as Interests are not currently being offered. Future redemptions and exchanges will impact the amount of funds available for investment in commodity contracts in subsequent periods.

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 February 1, 2007, there were 1,497 holders of record owning 188,589.275 Interests, which include 1,883 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 6 through 14 of the Registrant’s 2006 Annual Report, which is filed as an exhibit hereto.

 

     Year Ended December 31,               
     2006    2005    2004    2003    2002
Total revenues (including interest)    $ 3,613,850    $ 6,766,748    $ 7,470,124    $ 9,403,765    $ 4,198,419
Net income (loss)    $ 675,020    $ 3,424,598    $ 1,605,731    $ 4,809,505    $ 2,184,146
Net income (loss) per weighted average Interest    $ 3.24    $ 13.48    $ 5.31    $ 15.90    $ 14.83
Total assets    $ 30,752,610    $ 37,282,177    $ 39,363,041    $ 48,113,536    $ 22,906,675
Net asset value per Interest    $ 161.46    $ 157.41    $ 143.69    $ 139.26    $ 118.76

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

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. The Registrant’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 the Registrant’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 market values of futures (exchange traded) contracts is verified by the Administrator who obtains valuation data from third party data providers such as Bloomberg and Reuters and compares those prices with the Registrant’s clearing broker. The market value of currency swap and forward (non-exchange traded) contracts is extrapolated on a forward basis from the spot prices quoted as of 3 PM on the last business day of the reporting period. All values assigned by the Administrator and confirmed by the Managing Owner are final and conclusive as to all unitholders.

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.

The Registrant records all investments at fair value in its financial statements, with changes in fair value reported as a component of Trading Profits (Losses) in the Statements of Income (Loss). Generally, fair values are based on quoted market prices; however, in certain circumstances, significant judgments and estimates are involved in determining fair value in the absence of an active market closing price.

The SEC Staff Accounting Bulletin 108 (“SAB 108”), “Considering the Effects of Prior Year Misstatements When Quantifying Misstatements in Current Year Financial Statements”, which provides guidance on quantifying and evaluating the materiality of unrecorded misstatements. It is effective for the first annual period ending after November 15, 2006. Preferred as Managing Owner of the Registrant has evaluated the impact, if any, the implementation of SAB 108 may have on its financial statements. In Preferred’s opinion, no material unrecorded misstatements are in existence as of December 31, 2006 that would require a cumulative effect adjustment to the financial statements.

 

9


In July 2006, the Financial Accounting Standards Board (“FASB”) issued FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes - an interpretation of FASB Statement No. 109” (“FIN 48”), which clarifies the accounting for uncertainty in tax positions. FIN 48 requires that the Registrant recognize in its financial statements, the impact of a tax position if that position is more likely than not of being sustained on audit, based on the technical merits of the position. The provisions of FIN 48 are effective for fiscal years beginning after December 15, 2006, with the cumulative effect of the change in accounting principle recorded as an adjustment to opening retained earnings. Preferred as Managing Owner of the Registrant has evaluated the impact of adopting FIN 48 on the Registrant’s financial statements. In Preferred’s opinion as of December 31, 2006, FIN 48 has no material impact on the Registrant, as the Registrant’s tax position is based on established tax precedence for the tax treatment of investment partnerships as flow through tax entities.

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”, which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The provisions of SFAS No. 157 are effective for fiscal years beginning after November 15, 2007. The Registrant is currently evaluating the impact of adopting SFAS No. 157 on its financial statements. At this time, the impact to the Registrant’s financial statements has not been determined.

Liquidity and Capital Resources

The Registrant commenced operations on March 1, 2000 with gross proceeds of $5,185,012 allocated to commodities trading. Additional contributions raised through the continuous offering from the sales of Interests for the years ended December 31, 2003, 2002 and for the period from March 1, 2000 (commencement of operations) to December 31, 2003 resulted in additional gross proceeds to the Registrant of $25,083,700, $10,795,194, and $45,240,236, respectively. The Registrant’s Interests were offered until it substantially achieved its subscription maximum of $50,000,000 on the sale of Limited Interests during July 2003.

Limited Interests in the Registrant 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, 2006 and 2005 were $6,869,294 and $5,529,361, respectively, and redemptions of General Interests were $81,713 and $59,476 for the years ended December 31, 2006 and 2005, respectively. Redemptions of Limited Interests and General Interests for the period from March 1, 2000 (commencement of operations) to December 31, 2006 were $28,510,529 and $271,661, respectively. Additionally, Interests owned in any Series of World Monitor Trust II (Series D, E or F) could be exchanged, without any charge, for interests of one or more other series of World Monitor Trust II on a weekly basis for as long as Limited Interests in those Series are being offered to the public. The Registrant and World Monitor Trust II – Series E are no longer offered to the public as those series substantially achieved their subscription maximums during July 2003 and June 2003, respectively. In addition, since July 2003, the offering of interests in World Monitor Trust II – Series D has been suspended. Accordingly, at this time, Interests may not be exchanged. Future redemptions and exchanges will impact the amount of funds available for investment in commodity contracts in subsequent periods.

At December 31, 2006, 100% of the Registrant’s net assets were allocated to commodities trading. A significant portion of the net assets was held in cash through it’s investment in the Company, which was used as margin for trading in commodities. In as much as the sole business of the Registrant is to trade in commodities, the Registrant continues to own such liquid assets to be used as margin. The clearing broker credits the Registrant with interest income on 100% of its average daily equity maintained in its accounts with the clearing broker during each month at competitive interest rates.

The commodities contracts may be subject to periods of illiquidity because of market conditions, regulatory considerations and other reasons. For example, commodity exchanges limit fluctuations in certain commodity futures contract prices during a single day by regulations referred to as “daily limits.” During a single day, no trades may be executed at prices beyond the daily limit. Once the price of a futures contract for a particular commodity has increased or decreased by an amount equal to the daily limit, positions in the commodity can neither be taken nor liquidated unless traders are willing to effect trades at or within the limit. Commodity futures prices have occasionally moved the daily limit for several consecutive days with little or no trading. Such market conditions could prevent the Registrant from promptly liquidating its commodity futures positions.

Since the Registrant’s business is to trade futures and forward contracts, primarily through its investment in the Company, its capital is at risk due to changes in the value of these contracts (market risk) or the inability of counterparties to perform under the terms of the contracts (credit risk). The Registrant’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 the Registrant’s speculative trading as well as the development of drastic market occurrences could result in monthly losses considerably beyond the Registrant’s experience to date and could ultimately lead to a loss of all or substantially all of investors’ capital. The Managing Owner attempts to minimize these risks by requiring the Registrant 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 7 of the Registrant’s 2006 Annual Report.

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

 

10


Off-Balance Sheet Arrangements and Contractual Obligations

As of December 31, 2006, the Registrant had not utilized special purpose entities 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 service providers, such as our accountants, undertake in performing services which are in the best interests of the Registrant. While the Registrant’s exposure under such indemnification provisions cannot be estimated, these general business indemnifications are not expected to have material impact on the Registrant’s financial position.

The Registrant’s contractual obligations are with the Managing Owner, the Trading Advisor (through it’s investment in the Company) and its commodity broker. Payments made under the Registrant’s agreement with the Trading Advisor are at a fixed rate, calculated as a percentage of the Registrant’s “New High Net Trading Profits”. Management fee payments made to the Trading Advisor (through it’s investment in the Company), and fees paid to the Managing Owner are calculated as a fixed percentage of the Registrant’s net asset values. As such, the Managing Owner cannot anticipate the amount of payments that will be required under these agreements for futures periods, as net asset values are not known until a future date. Commission payments to the commodity broker (through it’ investment in the Company) are based on a cost per executed trade and, as such, the Managing Owner cannot anticipate the amount of payments that will be required under the brokerage agreement, as the level of executed trades 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 1 and 3 of the Registrant’s 2006 Annual Report.

Results of Operations

The net asset value (“NAV”) per Interest as of December 31, 2006 was $161.46, an increase of 2.57% from the December 31, 2005 NAV per Interest of $157.41, which was an increase of 9.55% from the December 31, 2004 NAV per Interest of $143.69, which was an increase of 3.18% from the December 31, 2003 NAV per Interest of $139.26. The CISDM CPO Asset Weighted Index (formerly known as the Zurich Fund/Pool Qualified Universe Index) returned 8.30%, 5.97% and 3.22% for the years ended December 31, 2006, 2005 and 2004, respectively. The CISDM CPO Asset Weighted Index is the dollar weighted, total return of all commodity pools tracked by Managed Account Reports, LLC. Past performance is not necessary indicative of future results.

The Registrant’s trading gains before commissions and related fees for the years ended December 31, 2006, 2005 and 2004 were approximately $2,011,000, $5,585,000 and $6,897,000, respectively. Due to the nature of the Registrant’s trading activities, a period-to-period comparison of its trading results is not meaningful. However, a detailed discussion of the trading results for the year ended December 31, 2006 is presented below.

General Economy

The U.S. Federal Reserve (“Fed”) ceased raising rates in the fourth quarter. The perception remains that although the economy is slowing, there is no danger of a recession and that a soft landing is the most likely scenario. Range trading may be the dominant pattern for the next few months as prices react to the economic data. The yield on the benchmark U.S. 10-Year note finished November at an 11-month low. A weaker U.S. dollar failed to dampen enthusiasm for U.S. Treasuries. The latest data available shows capital flows to the U.S. rose in October.

On the employment front, job growth accelerated in December as non-farm payrolls rose while the unemployment rate held steady at 4.5%. This is down from 4.9% at the start of 2006. Of some concern was a 0.5% jump in average hourly earnings, taking them up 4.2% over the past 12 months. Overall, the employment picture persists as healthy but the construction, manufacturing and retail sectors all lost jobs in December.

Regarding U.S. inflation, the November Consumer Price Index (“CPI”) was unchanged and the Core CPI, which factors out the more volatile food and energy prices, was also flat. This is the lowest reading for the core rate since November 2005. There were clearly no inflation worries in this data. The Producer Price Index (“PPI”) was not as controlled, climbing 2.0%, the most since 1974. The surge was caused by a jump in energy, car and truck prices.

Housing has been a major economic concern in 2006. November Housing Starts rose following a big drop in October. November Housing Permits, however, fell slightly. Over the past 11 months, Housing Starts were 12.5% below 2005 levels while Housing Permits were off 14.1%. Homebuilders’ confidence, as indicated by the NAHB/Wells Fargo Index fell in December.

The overall consumer confidence picture remained mixed with the high end and electronics sectors doing well. November Retail Sales rose 1.0%. The unusually warm weather hurt clothing sales in department stores. Third quarter Gross Domestic Product, a measure of economic growth, was revised downwards to the lowest level since the fourth quarter of 2005. Home building remains the main drag on growth.

While the Fed was on hold with respect to interest rate policy, the European Central Bank (“ECB”), the Bank of England (“BOE”) and the Peoples Bank of China (“PBC”) all raised interest rates. British housing prices and CPI growth continue to be high. Germany continues to exhibit growth, and leads the increasingly strong Eurozone. The Bank of Japan (“BOJ”) remained cautious, with no additional rate hikes following the July increase to 0.25%. The economy appears mixed, with consumer spending still less than the economy requires. The Bank of Canada, Reserve Bank of Australia and New Zealand central bank all remained on hold in December.

 

11


Currencies

The euro strengthened versus the U.S. dollar in 2006, reversing the pattern from 2005. The euro also strengthened against the Japanese yen, achieving record levels in December. Germany, the engine of Eurozone growth, has been the strongest European economy this year. Interest rate differential factors supported the euro through much of the fourth quarter of 2006. Of great significance, central banks around the globe have initiated a policy of diversification out of the U.S. dollar and into the euro, the British pound, and to a lesser extent, the Japanese yen.

The British pound ended the year slightly off its high, after rising approximately 14% versus the U.S. dollar. British housing prices have been surging and the CPI came in above the BOE’s target.

The Japanese yen fell against the U.S. dollar, euro and British pound during the fourth quarter of 2006. Japan exited its deflationary era in 2006, although the fourth quarter saw less than robust growth on the consumer side. Other Asian currencies were better performers, with the Korean won having a particularly solid December and fourth quarter.

The Peoples Bank of China continues to tighten the reins on the economy. Most recently, the PBC increased the reserve requirement ratio for banks and raised the base interest rate 50 points to 6.72%. The yuan has shown an accumulative appreciation of about 3.7% since the July 2005 revaluation.

Energies

Crude oil was strong during the first half of the year and weakened during the second half, with the exception of a brief respite during November. Crude ended December around $60 per barrel, which contrasts to its mid-July peak of nearly $78 per barrel. Record warm weather in key consuming regions in the U.S. put pressure on the market during the fourth quarter, as did a generally benign geopolitical scene and poor member compliance with OPEC’s announced production cuts.

The unusually warm weather kept heating oil under pressure during December. Heating oil will be dependent on a general recovery in commodity prices and a sudden weather shift in coming weeks. Department of Energy gasoline inventories are 0.5% below last season. The driving season was extended by the warm weather conditions.

Natural gas fell during the fourth quarter with the weather weighing heavily on investor sentiment. Inventories are still burdensome and demand is slowing rather than rising during the normally strong seasonal demand time frame. What remains to be seen is whether the markets have discounted the majority of these bearish fundamentals.

Grains

While December’s performance was mixed, corn trended upwards for the fourth quarter as a whole. The last week of the month, quarter, and year saw the posting of a multi-year high, with the final price for 2006 settling at the highest weekly close on the charts since the drought-driven summer rally in July of 1996. The main drivers behind the re-awakening of corn prices were threefold: 1) an increase in overseas demand due to improving global economic conditions; 2) the expansion of the production of ethanol; and 3) the ongoing increase in hedge fund and money managers’ investing in alternative non-correlated asset classes. For the quarter as a whole, despite a large trading range, the wheat market put in somewhat disappointing, albeit upward trending performance. The uncertainty caused by ongoing drought conditions in Australia, the relatively high price for wheat and tight global stocks had an effect on supply and demand. The trend for soybean prices was higher for the fourth quarter of 2006. Export demand for soybeans, soybean oil and soybean meal all appear to be increasing. As corn production is increasingly diverted to the production of ethanol, substitute feedstuffs, with soybeans as the closest surrogate, may also feel the upward pull of prices. As the global supply of foreign cotton sold out late in the year, prices began to move higher from mid-November through the end of the year. The lethargy that characterized most of 2006 was a product of a massive carryover of last year’s crop, along with last summer’s unfortunate elimination of a marketing program which left U.S. cotton uncompetitively priced.

Indices

U.S. equities recorded their best gains in three years during the fourth quarter of 2006. The weakness in real estate that may have caused a shift into equities, large levels of global liquidity, a drop in oil prices, a quiet geopolitical atmosphere, solid earnings and a brisk mergers and acquisitions calendar all added to the positive performance. A shift out of commodities also aided the tone of global equities. Blue chips, financials, oil and big caps did well, and at the end of the quarter technology names took a leading role.

It was also a very good December, fourth quarter and year for the European equity markets. Markets in Germany, the U.K. and France all ended higher for the fourth quarter. Heavy merger and acquisition activity was a major feature in Europe, along with a solid run of earnings and significant fund inflows. The strong U.S. market was also a psychological plus. The prospect of further rate hikes from the ECB, and to a lesser extent the BOE, failed to diminish enthusiasm.

Asian/Pacific Rim equities also recorded solid 2006 gains, despite volatile trading. Record highs were achieved in Singapore, Australia and New Zealand during the final session of the year as well as for China’s Shanghai Composite. A growing Japanese economy served to buoy enthusiasm and a modest 0.25% base interest rate was supportive. Thailand's SET Index had a very volatile month after the central bank attempted to impose controls on capital for foreign investors in the stock market, but that was quickly reversed when the SET tumbled 15%, and prices subsequently recovered. However, Thailand has seen continuing political unrest.

 

12


Interest Rates

As expected, the Fed remained on hold at its December 12 meeting. The minutes of the most recent Federal Open Market Committee (“FOMC”) meeting were virtually the same as the November meeting, indicating that the FOMC unanimously agreed that inflation persists as the primary concern to the economy. However, at the same time they stated the economy might have been a bit softer than previously thought.

In the international arena, the ECB increased rates 25 basis points in December and the BOE raised rates 25 basis points in November. The BOJ made just one move to 0.25% in 2006. Japanese consumer data has been a bit sluggish; something the BOJ will keep in focus. The Peoples Bank of China is currently engaged in a tightening process, and is actively draining liquidity by increasing reserve requirements.

Metals

A weak U.S. dollar helped support gold for most of the quarter but during late December the dollar showed signs of a consolidation rally and gold fell. Plunging energy prices had a negative impact on gold prices as well. Silver traded at its best levels in more than six months during the quarter, but ended the year off its highs. For the year, silver significantly outperformed gold. Speculative participation was heavy throughout the quarter, setting the stage for high volatility. A steady increase in inventories weighed on copper prices in the fourth quarter. A lessening of labor concerns, particularly in Chile and Canada, and the fact that China’s buying pace slowed in 2006 added to the negative tone. Zinc supplies remained tight and strong demand continued. Aluminum prices held up well in the fourth quarter in the face of a general commodity weakness. Nickel was one of the strongest performers in the metals group due to tight supply and a strong pattern of stainless steel demand.

Softs

Forecasts for a significant global supply surplus of sugar weighed on sentiment, causing prices to decline 29% on the year. This made sugar the weakest agricultural commodity in the Dow Jones/AIG Index. Coffee prices remained relatively flat for 2006 and overall global coffee demand was solid. Scaled back cocoa crop prospects for the Ivory Coast, the world’s largest producer, added to the commodity’s recent bullish tone. The political situation in the Ivory Coast continues fairly quiet but civil unrest remains a potential factor. The cattle market traded sideways for most of the fourth quarter until severe weather conditions reduced cattle supply and caused prices to rise in the second half of December. Hog supply was ample during the quarter as the US entered a seasonally slow demand period. On the bright side, the most recent USDA estimate is that US pork exports will rise in 2007 to follow the 2006 increase.

Currencies: (+) The currency sector was up for the year, with a majority of the gains from long and short positions in the euro and New Zealand dollar, and long positions in the Australian dollar.

Energies: (-) The energy sector was down in 2006, with a majority of the losses coming from long positions in crude, and long and short positions in gasoil.

Indices: (+) The sector was positive for the year, on gains from long positions in the DAX and S&P 500 indices.

Interest Rates: (+) The sector was positive for the year, with a majority of the gains from short positions in Eurodollars and Euribor, and long and short positions in the U.S. Treasury Note.

Metals: (+) The sector was up for the year, with long positions in copper and zinc contributing to the gains.

Interest Income is earned on the average daily equity maintained in its accounts with its clearing broker at competitive interest rates, therefore, varies weekly according to interest rates, trading performance, and redemptions. Interest income increased by approximately $421,000 during 2006 as compared to 2005, increased by approximately $608,000 during 2005 as compared to 2004, and increased by approximately $169,000 during 2004 as compared to 2003. The increase in interest income during the years ending 2006, 2005 and 2004 was primarily due to increased short-term interest rates, which more than offset the reduced average net asset levels, which were primarily the result of redemptions during these time periods.

Commissions are calculated on the Registrant’s net asset value at the end of each week and therefore, vary according to weekly trading performance, 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 decreased by approximately $400,000 in 2006 as compared to 2005, decreased by approximately $373,000 during 2005 as compared to 2004, and increased by approximately $287,000 during 2004 as compared to 2003. The decrease in commissions for the years ended 2006 and 2005 was due to reduced average net asset levels discussed above. Commissions increased by approximately $287,000 in the year ended 2004 as compared to 2003, due to increased trading volume despite lower average net assets during the year.

Through the Registrant investment in the Company, the Trading Advisor makes all the trading decisions. Management fees are calculated on the Registrant’s net asset value in the Company at the end of each week, and therefore, are affected by weekly trading performance, and redemptions by the Registrant in the Company. Management fees decreased by approximately $104,000 during 2006 as compared to 2005, decreased by approximately $142,000 during 2005 as compared to 2004, and increased by approximately $78,000 in 2004 as compared to 2003. The decrease in Management fees during the years ending 2006 and 2005 was due to reduced average net asset levels discussed above. The increase in Management fees during 2004 as compared to 2003 was due to a higher average asset base starting in 2004 as compared to 2003.

 

13


Incentive fees are based on the “New High Net Trading Profits” generated by the Trading Advisor for the Registrant’s investment in the Company as defined in the Advisory Agreement amongst the Company, the Registrant, the Managing Owner and the Trading Advisor of the Company. Incentive fees incurred during the years ended December 31, 2006, 2005 and 2004 were approximately $0, $2,000 and $1,870,000, respectively.

General and administrative expenses for the years ended December 31, 2006, 2005 and 2004 were approximately $258,000, $146,000 and $285,000, respectively. These expenses include accounting, audit, tax and legal fees as well as printing and postage costs related to reports sent to limited owners. To the extent that general and administrative expenses exceed 1.5% of the Registrant’s net asset value during such year (with a maximum of 0.5% attributable to other than legal and audit expenses) such amounts are borne by the Managing Owner and its affiliates. During 2006 estimated expenses exceeded the 1.5% threshold and the Managing Owner has agreed to pay $10,220 for expenses exceeded the 1.5% limit. For the years ending 2005 and 2004, the 1.5% threshold was not exceeded.

Inflation

Inflation has had no material impact on operations or on the financial condition of the Registrant from inception through December 31, 2006.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Introduction

Past Results Not Necessarily Indicative of Future Performance

The Registrant is a speculative commodity pool. The market sensitive instruments held by it are acquired for speculative trading purposes, and substantially all of the Registrant’s assets are subject to the risk of trading loss. Unlike an operating company, the risk of market sensitive instruments is integral, not incidental, to the Registrant’s main line of business.

Market movements result in frequent changes in the fair market value of the Registrant’s open positions and, consequently, in its earnings and cash flow. The Registrant’s market risk is influenced by a wide variety of factors, including the level and volatility of interest rates, exchange rates, equity price levels, the market value of financial instruments and contracts, the diversification effects among the Registrant’s open positions and the liquidity of the markets in which it trades.

The Registrant rapidly acquires and liquidates both long and short positions in a wide range of different markets. Consequently, it is not possible to predict how a particular futures market scenario will affect performance, and the Registrant’s past performance is not necessarily indicative of its future results.

“Value at Risk” is a measure of the maximum amount which the Registrant could reasonably be expected to lose in a given market sector. However, the inherent uncertainty of the Registrant’s speculative trading and the recurrence in the markets traded by the Registrant of market movements far exceeding expectations could result in actual trading or non-trading losses far beyond the indicated Value at Risk or the Registrant’s experience to date (i.e., “risk of ruin”). In light of the foregoing, as well as the risks and uncertainties intrinsic to all future projections, the quantification included in this section should not be considered to constitute any assurance or representation that the Registrant’s losses in any market sector will be limited to Value at Risk or by the Registrant’s attempts to manage its market risk.

Standard of Materiality

Materiality as used in this section, “Quantitative and Qualitative Disclosures About Market Risk,” is based on an assessment of reasonably possible market movements and the potential losses caused by such movements, taking into account the leverage, optionality and multiplier features of the Registrant’s market sensitive instruments.

Quantifying The Registrant’s Trading Value at Risk

Quantitative Forward-Looking Statements

The following quantitative disclosures regarding the Registrant’s market risk exposures contain “forward-looking statements” within the meaning of the safe harbor from civil liability provided for such statements by the Private Securities Litigation Reform Act of 1995 (set forth in Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934).

The Registrant’s risk exposure in the various market sectors traded by the Trading Advisor is quantified below in terms of Value at Risk. Due to the Registrant’s mark-to-market accounting, any loss in the fair value of the Registrant’s open positions is directly reflected in the Registrant’s earnings (realized or unrealized) and cash flow (at least in the case of exchange-traded contracts in which profits and losses on open positions are settled daily through variation margin).

 

14


Exchange maintenance margin requirements have been used by the Registrant as the measure of its Value at Risk. Maintenance margin requirements are set by exchanges to equal or exceed the maximum losses reasonably expected to be incurred in the fair value of any given contract in 95%-99% of any one-day interval. The maintenance margin levels are established by dealers and exchanges using historical price studies as well as an assessment of current market volatility (including the implied volatility of the options on a given futures contract) and economic fundamentals to provide a probabilistic estimate of the maximum expected near-term one-day price fluctuation. Maintenance margin has been used rather than the more generally available initial margin, because initial margin includes a credit risk component, which is not relevant to Value at Risk.

In the case of market sensitive instruments that are not exchange-traded (almost exclusively currencies in the case of the Registrant), the margin requirements for the equivalent futures positions have been used as Value at Risk. In those rare cases in which a futures-equivalent margin is not available, dealers’ margins have been used.

In quantifying the Registrant’s Value at Risk, 100% positive correlation in the different positions held in each market risk category has been assumed. Consequently, the margin requirements applicable to the open contracts have simply been aggregated to determine each trading category’s aggregate Value at Risk. The diversification effects resulting from the fact that the Registrant’s positions are rarely, if ever, 100% positively correlated have not been reflected.

The Registrant’s Trading Value at Risk in Different Market Sectors

The following table presents the trading value at risk associated with the Registrant’s open positions by market sector at December 31, 2006 and 2005. All open position trading risk exposures of the Registrant have been included in calculating the figure set forth below. At December 31, 2006 and 2005, the Registrant had total capitalization of approximately $30.5 and $36.8 million, respectively.

 

     December 31, 2006     December 31, 2005  

Market Sector

   Value Risk    % of Total
Capitalization
    Value at
Risk
   % of Total
Capitalization
 

Interest rates

   $ 515,867    1.69 %   $ 1,417,042    3.85 %

Currencies

     584,196    1.92 %     1,543,091    4.20 %

Commodities

     183,709    0.60 %     737,775    2.01 %

Stock indices

     652,458    2.14 %     1,123,112    3.05 %
                          

Total

   $ 1,936,230    6.35 %   $ 4,821,020    13.11 %
                          

Material Limitations on Value at Risk as an Assessment of Market Risk

The notional value of the market sector instruments held by the Registrant is typically many times the applicable maintenance margin requirement (maintenance margin requirements generally range between approximately 1% and 10% of the face value) as well as many times the total capitalization of the Registrant. The magnitude of the Registrant’s open positions creates a “risk of ruin” not typically found in most other investment vehicles. Because of the size of its positions, certain market conditions, although unusual, but historically recurring from time to time, could cause the Registrant to incur severe losses over a short period of time. The foregoing Value at Risk table, as well as the past performance of the Registrant give no indication of this “risk of ruin.”

Non-Trading Risk

The Registrant has non-trading market risk on its foreign cash balances not needed for margin. However, these balances (as well as any market risk they represent) are immaterial.

Qualitative Disclosures Regarding Primary Trading Risk Exposures

The following qualitative disclosures regarding the Registrant’s market risk exposures—except for (i) those disclosures that are statements of historical fact and (ii) the descriptions of how the Registrant manages its primary market risk exposures—constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. The Registrant’s primary market risk exposures as well as the strategies used and to be used by the Managing Owner and the Trading Advisor for managing such exposures are subject to numerous uncertainties, contingencies and risks are one of which could cause the actual results of the Registrant’s risk controls to differ materially from the objectives of such strategies. Government interventions, defaults and expropriations, illiquid markets the emergence of dominant fundamental factors, political upheavals, changes in historical price relationships, an influx of new market participants, increased regulation and many other factors could result in material losses as well as in material changes to the risk exposures and the risk management strategies of the Registrant. There can be no assurance that the Registrant’s current market exposure and/or risk management strategies will not change materially or that any such strategies will be effective in either the short- or long-term. Investors must be prepared to lose all or substantially all of their investment in the Registrant.

 

15


The primary trading risk exposures of the Registrant at December 31, 2006 by market sector were:

Interest Rates: Interest rate movements directly affect the price of sovereign bond positions held by the Registrant and indirectly affect the value of its stock index and currency positions. Interest rate movements in one country as well as relative interest rate movements between countries may materially impact the Registrant’s profitability. The Registrant’s primary interest rate exposure is to interest rate fluctuations in the U.S. and other G-7 countries (including countries participating in the euro). The Managing Owner anticipates that G-7 interest rates will remain a primary market exposure of the Registrant in the foreseeable future. At December 31, 2006, the Registrant had significant exposure to longer-term rates from positions in German Bunds, U.S. Treasuries, British Gilts and Japanese Government Bonds. It also had significant exposure to medium-term rates from positions in the German Bobl and Schatz, and the U.S. 5-year Treasury Note. The Registrant’s exposure to short-terms rates was primary from positions in the Eurodollar and Euribor.

Currencies: The Registrant’s currency exposure is due to exchange rate fluctuations, primarily fluctuations that disrupt the historical pricing relationships between different currencies and currency pairs. These fluctuations are influenced by interest rate changes as well as political and general economic conditions. The Registrant’s major exposure has typically resulted from positions in the euro and in local currencies of G-10 countries. These include outright, as well as, cross-rate positions – i.e., positions between two currencies other than the U.S. dollar. At December 31, 2006, the Registrant had significant exposure from positions in several G-10 currencies including the Swiss franc, the Japanese yen, the euro, the New Zealand dollar, the Australian dollar, the British pound and the Canadian dollar. The Registrant also had some exposure at December 31, 2006 to the Mexican peso. The currency trading Value at Risk figure includes foreign margin amounts converted into U.S. dollars with an incremental adjustment to reflect the exchange rate risk inherent to the U.S. dollar-based Registrant in expressing value at risk in a functional currency other than U.S. dollars.

Commodities: The Registrant’s primary commodities exposure is generally in the energy markets and results from gas and oil price movements, usually from global political, and supply and demand developments. The Registrant’s major energy exposure at year-end resulted from positions in crude oil, heating oil and gasoil. In the metals sector, the Registrant’s risk exposure is a result of price movements due to perceptions of global growth and economic strength. The Registrant’s major metals exposure at year-end resulted from positions in zinc and gold.

Stock Indices: The Registrant’s primary equity exposure was due to equity price risk in the DAX Index, the Dow Jones STOXX 50 Index, the Nikkei Index, the S&P 500 Index, The FTSE 100 Index and the CAC 40 Index. The Registrant’s stock exposure is currently limited to futures on broadly based indices.

Qualitative Disclosures Regarding Means of Managing Risk Exposure

The means by which the Managing Owner and the Trading Advisor, severally, attempt to manage the risk of the Registrant’s open positions is essentially the same in all market categories traded.

The Trading Advisor attempts to minimize market risk exposure by applying its own risk management trading policies that include the diversification of trading assets into various market sectors. Additionally, the Trading Advisor has an oversight committee broadly responsible for evaluating and overseeing the Trading Advisor’s trading policies. The oversight committee meets periodically to discuss and analyze issues such as liquidity, position size, capacity, performance cycles, and new product and market strategies.

The Managing Owner attempts to minimize market risk exposure by requiring the 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, 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, the Managing Owner shall automatically terminate the Trading Advisor if the net asset value of the Registrant declines by 40% during any year or since the commencement of trading activities. Furthermore, the Trust Agreement provides that the Registrant will liquidate its positions, and eventually dissolve, if the Registrant experiences a decline in the net asset value of 50% in any year or since the commencement of trading activities. In each case, the decline in net asset value is after giving effect for distributions and redemptions. The Managing Owner may impose additional restrictions (through modifications of such 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 the Registrant.

Qualitative Disclosures Regarding Non-Trading Risk Exposure

At December 31, 2006, the Registrant’s primary exposure to non-trading market risk resulted from foreign currency balances held in the Euro, British pound, Japanese yen, Australian dollars and Canadian dollar. As discussed above, these balances, as well as any risk they represent, are immaterial.

Item 8. Financial Statements and Supplementary Data

The financial statements are incorporated by reference to the Registrant’s 2006 Annual Report, which is filed as an exhibit hereto.

 

16


Selected unaudited quarterly financial data for the years ended December 31, 2006 and 2005 are summarized below:

 

     For the period
from January 1,
2006 to
March 31, 2006
   For the period
from April 1,
2006 to
June 30, 2006
   

For the period
from July 1, |

2006 to
September 29, 2006

    For the period
from September 30,
2006 to
December 31, 2006

Total revenues (including interest)

   $ 2,268,120    $ (1,484,184 )   $ (586,379 )   $ 3,416,293
                             

Total revenues (including interest) less commissions and other transaction fees

   $ 1,703,741    $ (2,017,487 )   $ (1,061,228 )   $ 2,944,596
                             

Net income (loss)

   $ 1,471,932    $ (2,257,173 )   $ (1,267,960 )   $ 2,728,221
                             

Net income (loss) per weighted average Interest

   $ 6.50    $ (10.49 )   $ (6.28 )   $ 14.20
                             

 

     For the period
from January 1,
2005 to
March 25, 2005
    For the period
from March 26,
2005 to
June 24, 2005
  

For the period
from June 25,

2005 to
September 30, 2005

    For the period
from October 1,
2005 to
December 31, 2005

Total revenues (including interest)

   $ (1,327,789 )   $ 5,893,769    $ 107,843     $ 2,092,925
                             

Total revenues (including interest) less commissions

   $ (1,894,283 )   $ 5,305,058    $ (552,069 )   $ 1,464,280
                             

Net income (loss)

   $ (2,173,903 )   $ 5,114,469    $ (749,106 )   $ 1,233,138
                             

Net income (loss) per weighted average Interest

   $ (8.13 )   $ 19.77    $ (2.95 )   $ 5.13
                             

There were no extraordinary, unusual or infrequently occurring items recognized in any quarter reported above, and the Trust has not disposed of any segments of its business. There have been no year-end adjustments that are material to the results of any fiscal quarter reported above.

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 Co-Chief Executive Officers and Director of Fund Administration (who, in these capacities, function as the Co-Chief Executive Officers and Principal Financial/Accounting Officer, respectively, of Registrant), of the effectiveness of the design and operation of the Registrant’s disclosure controls and procedures. Based upon that evaluation, the Managing Owner’s Co-Chief Executive Officers and Director of Fund Administration concluded that the Registrant’s disclosure controls and procedures are effective.

In designing and evaluating the Trust’s disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Securities Exchange Act of 1934, as amended), the Managing Owner recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurances of achieving the desired control objectives, as ours are designed to do, and the Managing Owner necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. We believe that our disclosure controls and procedures provide such reasonable assurance.

There have not been any changes in Registrant’s 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, 2006 that have materially affected, or are reasonably likely to materially affect, Registrant’s internal controls over financial reporting.

Item 9B. Other Information

None

Item 10. Directors, Executive Officers and Corporate Governance

The Registrant had no directors or executive officers. The Registrant is managed by the Managing Owner.

 

17


The directors and executive officers of the Managing Owner are as follows:

Mr. Kenneth A. Shewer (born 1953), Co-Chief Executive Officer of the Managing Owner, has been a principal, associated person and NFA associate member of the Managing Owner since February 8, 1984, May 1,1985 and August 1, 1985, respectively. He has been Chairman and Co-Chief Executive Officer of the Managing Owner since February 1984. Mr. Shewer was employed by Pasternak, Baum and Co., Inc. (“Pasternak, Baum”), an international cash commodity firm, from June 1976 until September 1983. Mr. Shewer created and managed Pasternak, Baum's Grain Logistics and Administration Department and created its Domestic Corn and Soybean Trading Department. Mr. Shewer's responsibilities at Pasternak, Baum included merchandising South American grain and exporting United States corn and soybeans. In 1982, Mr. Shewer became co-manager of Pasternak, Baum's F.O.B. Corn Department. In 1983, Mr. Shewer was made Vice President and Director of Pasternak, Baum. Mr. Shewer has traveled extensively in South America and Europe in connection with the commodity business and has organized and effected grain and oilseed sales in those regions, the former Soviet Union, and the Far East. While at Pasternak, Baum, Mr. Shewer was a member of the St. Louis Merchants Exchange and was associated with the National Grain and Feed Association and the North American Export Grain Association.

Mr. Shewer graduated from Syracuse University with a B.S. degree in 1975. Mr. Shewer sits on the Board of the Stacy Joy Goodman Memorial Foundation, a non-profit charity committed to finding a cure for Juvenile Diabetes. He is also a member of the Board of the Diabetes Research Institute Foundation, a not-for-profit organization affiliated with the University of Miami School of Medicine. Mr. Shewer is a founding member and a member of the Board of the Greenwich Roundtable.

Mr. Marc S. Goodman (born 1948), Co-Chief Executive Officer of the Managing Owner, has been a principal, associated person and NFA associate member of the Managing Owner since February 7, 1984, May 1, 1985 and August 1, 1985, respectively. He has been President and Co-Chief Executive Officer of the Managing Owner since February 1984. Mr. Goodman joined Pasternak, Baum in September 1974 and was a Vice President and Director from July 1981 until September 1983. While at Pasternak, Baum, Mr. Goodman was largely responsible for business development outside of the United States, for investment of its corporate retirement funds, and for selecting trading personnel in the Vegetable Oil Division. Mr. Goodman also created and developed Pasternak, Baum's Lauric Oils Department. Mr. Goodman has conducted extensive business in South America, Europe and the Far East; he has been a merchandiser of all major vegetable oils and their by-products, and of various other commodities such as sunflower seeds, frozen poultry, pulses and potatoes.

Mr. Goodman graduated from the Bernard M. Baruch School of Business of the City University of New York with a B.B.A. in 1969 and an M.B.A. in 1971 in Finance and Investments, where he was awarded an Economics and Finance Department Fellowship from September 1969 through June 1971. Mr. Goodman is a member of the American Arbitration Association; while at Pasternak, Baum, he was a member of the National Institute of Oilseeds Products and the American Fats and Oils Association (including its Export Rules Committee).

Mr. Goodman is the Chairman of the Board of the Stacy Joy Goodman Memorial Foundation, a non-profit charity committed to finding a cure for Juvenile Diabetes. He is also Chairman of the Board of the Diabetes Research Institute Foundation, a not-for-profit organization that is the principle source of funding for the Diabetes Research Institute, a world renowned cure based research center affiliated with the University of Miami School of Medicine.

Mr. Goodman is a founding member and member of the Board of the Greenwich Roundtable.

Messrs. Shewer and Goodman left Pasternak, Baum in September 1983 to form Kenmar Advisory Corp. (now known as Preferred Investment Solutions Corp., the Managing Owner) and they have occupied their present positions with the Managing Owner since that time.

Ms. Esther Eckerling Goodman (born 1952), Senior Executive Vice President and Chief Operating Officer of the Managing Owner, has been a principal, associated person and NFA associate member of the Managing Owner since May 12, 1988, July 17, 1986 and July 17, 1986, respectively. She joined the Managing Owner in July 1986 and is its Chief Operating Officer and Senior Executive Vice President. Ms. Goodman has been involved in the futures industry since 1974. From 1974 through 1976, she was employed by Conti-Commodity Services, Inc. and ACLI Commodity Services, Inc., in the areas of hedging, speculative trading and tax arbitrage. In 1976, Ms. Goodman joined Loeb Rhoades & Company, Inc. where she was responsible for developing and managing a managed futures program that, in 1979, became the trading system for Westchester Commodity Management, an independent commodity-trading advisor of which Ms. Goodman was a founder and principal. From 1983 through mid-1986, Ms. Goodman was employed as a marketing executive at Commodities Corp. (USA) of Princeton, New Jersey. Ms. Goodman was a Director of the Managed Futures Trade Association from 1987 to 1991 and a Director of its successor organization, the Managed Futures Association, from 1991 to 1995 (now the Managed Funds Association). Ms. Goodman graduated from Stanford University with a B.A. degree in psychology in 1974.

Ms. Goodman is married to Mr. Marc Goodman.

Mr. Braxton Glasgow III (born 1953) has been a principal, associated person, branch manager and NFA associate member of the Managing Owner since June 21, 2001, June 21, 2001, July 13, 2004 and June 8, 2001, respectively. Mr. Glasgow has been an Executive Vice President of the Managing Owner since joining the Managing Owner in May 2001. Mr. Glasgow is responsible for business development. Previously, he served as Executive Vice President, Director of Client Services and a Principal at Chesapeake Capital Corp., a commodities trading firm, and as Senior Managing Director at Signet Investment Banking Co. Mr. Glasgow began his career at PricewaterhouseCoopers, where he specialized in mergers and acquisitions and private equity, including extensive work in Europe and the Far East. Mr. Glasgow received a B.S. in Accounting from the University of North Carolina at Chapel Hill and is a Certified Public Accountant. From 1994 to 1995, he was President of the Jay Group Ltd. Mr. Glasgow received a B.S. degree in accounting from the University of North Carolina in 1975.

 

18


Ms. Maureen D. Howley (born 1967) has been a principal of the Managing Owner since August 11, 2003. She has been a Senior Vice President and Chief Financial Officer of the Managing Owner since joining the Managing Owner in July 2003. She is responsible for corporate finance. From July 2001 until July 2003, Ms. Howley was an Associate at Andor Capital Management, LLC, an equity hedge fund company. At Andor, she was responsible for managing the corporate accounting functions. Previously, she was the Controller at John W. Henry & Company, Inc., a commodity-trading advisor (“JWH”), where she held positions of increasing responsibility from September 1996 to July 2001. She began her career at Deloitte & Touche where she specialized in the financial services industry. She held many positions of increasing responsibility for seven years, and left as an Audit Senior Manager in September 1996 to join JWH. Ms. Howley received a B.A. in Accounting from Muhlenberg College in 1989 and designation as a Certified Public Accountant in 1990.

Mr. Lawrence S. Block (born 1967) has been a Senior Vice President and General Counsel of the Managing Owner since joining the Managing Owner in March 2005. Prior to joining the Managing Owner, Mr. Block was a Managing Director and General Counsel of Lipper & Company, L.P., a New York-based investment management firm, from January 1998 until March 2005. Prior to joining Lipper & Company, Mr. Block was a senior associate at the law firm Cadwalader, Wickersham & Taft in New York from May 1996 through December 1997. Mr. Block also worked as an associate at the law firm Proskauer Rose Goetz & Mendelsohn from September 1992 through May 1996. Mr. Block received a B.S. in Business Administration with a concentration in Accounting from the University of North Carolina at Chapel Hill in 1989 and a J.D. from the University of Pennsylvania School of Law in 1992. Mr. Block’s registration as a principal of the Managing Owner has been effective since March 17, 2005.

Mr. David K. Spohr (born 1963), Senior Vice President and Director of Fund Administration of the Managing Owner, joined the Managing Owner in 2005. He is responsible for the development and execution of the administration group support responsibilities and, as Director of Fund Administration, functions as the Principal Financial/Accounting Officer of Registrant. From 2002 to 2005, Mr. Spohr was a Vice President at Safra Group, where he was responsible for the Alternative Investment operations, tax reporting and pricing valuation. From 2000 to 2002, he was a consultant to The Safra Group. From 1994-1999, he was Manager of Investment Services for the Bank of Bermuda, supporting private client transactions. From 1993 to 1994, he was the Manager of Global Operations for Highbridge Capital Corporation during the fund's infancy. Mr. Spohr received a B.S. in Business Economics from The State University of New York College at Oneonta in 1985 and designation as a Chartered Financial Analyst in 1998.

Ms. Joanne D. Rosenthal (born 1965) has been a principal, associated person and NFA associate member of the Managing Owner since February 29, 2000, February 29, 2000 and November 30, 1999, respectively. Ms. Rosenthal is Senior Vice President and Director of Portfolio Management and Implementation for the Managing Owner. Prior to joining the Managing Owner in October 1999, Ms. Rosenthal spent nine years at The Chase Manhattan Bank, in various positions of increasing responsibility. From July 1991 through April 1994, she managed the Trade Execution Desk and from May 1994 through September 1999, she was a Vice President and Senior Portfolio Manager of Chase Alternative Asset Management, Inc. Ms. Rosenthal received a Masters of Business Administration with a concentration in Finance from Cornell University and a Bachelor of Arts in Economics from Concordia University in Montreal, Canada.

Mr. Peter J. Fell (born 1960), Senior Vice President and Director of Due Diligence since joining the Managing Owner in September 2004. He is responsible for manager selection and due diligence. Mr. Fell is a member of the Investment Committee. From 2000 through August 2004, Mr. Fell was a founding partner and Investment Director of Starview Capital Management. Prior to co-founding Starview Capital Management, Mr. Fell was Vice President of Research and Product Development at Merrill Lynch Investment Partners Inc (MLIP). He was responsible for the investment evaluation and recommendation process pertaining to MLIP funds and sat on MLIP’s Investment Committee. Prior to joining MLIP, Mr. Fell had been with Deutsche Bank Financial Products Corporation for six years starting in 1989, where he was Vice President in the over-the-counter fixed income derivatives area. From 1985 to 1989, he was employed by Manufacturers Hanover Trust Company, ultimately holding the position of Assistant Vice President in the Swaps and Futures Group. Mr. Fell holds an A.B. cum laude in Music Theory and History and an M.B.A. in Finance from Columbia University.

Ms. Melissa Cohn (born 1960), Vice President and Senior Research Analyst, joined the Managing Owner in 1988. Her responsibilities include manager due diligence, manager analysis, and portfolio/risk management. Ms. Cohn has been involved in the futures industry for over 20 years. Prior to joining the Managing Owner, she spent six years in positions of increasing responsibility in the Commodities Division at Shearson Lehman Hutton Inc. Her experience includes that of Sales Assistant, Assistant Commodity Trader and Trader executing orders from numerous CTAs that traded through Shearson. Ms. Cohn graduated from the University of Wisconsin Madison with a B.S. in Agriculture in 1982.

Ms. Jennifer S. Moros (born 1970) has been a Senior Vice President, Marketing and Investor Relations of the Managing Owner since joining the Managing Owner in January 2007. From October 2006 until December 2006, she worked at The Bank of New York. Previously, she was the Chief Operating Officer and Director of Marketing of Coronat Capital Management, LLC, a small start-up hedge fund, from November 2004 until September 2005. Previously, she was Vice President and Product Manager at Credit Suisse in their Alternative Capital Division from February 2000 until November 2004, responsible for marketing, new product development and reporting for their fund of hedge funds business. From June 1998 to January 2000, she was a Senior Associate in the Marketing and Business Development areas at Zweig-DiMenna, a large long/short equity hedge fund. Prior to this, she was employed at Symphony Alternative Investments, an alternatives pension consulting firm, from July 1997 to June 1998, where she was responsible for quantitative and qualitative assessments and recommendations of alternative investments including hedge funds, private equity and venture capital for large institutional clients. From November 1993 until July 1995, Ms. Moros was a Financial Analyst at Bankers Trust and a Business Applications Analyst at National Westminster Bancorp from August 1992 until November 1993. Ms. Moros received an M.B.A in Finance from The Sloan School at the Massachusetts Institute of Technology in 1997 and a B.S. in Economics from The Wharton School of the University of Pennsylvania in 1992.

 

19


Section 16(a) Beneficial Ownership Reporting Compliance

Certain of the Managing Owner’s directors and officers and any persons holding more than ten percent of the Registrant’s Limited Interests (“Ten Percent Owners”) are required to report their initial ownership of Interests and any subsequent changes in that ownership to the Securities and Exchange Commission (the “SEC”) on Forms 3, 4 or 5. Such directors and officers and Ten Percent Owners are required by SEC regulations to furnish the Registrant with copies of all Forms 3, 4 and 5 they file. There are no Ten Percent Owners of the Registrant’s Limited Interests. All filing requirements of Section 16(a) of the Exchange Act were timely complied with during the fiscal year. In making these disclosures, the Registrant has relied solely on written representations of the Managing Owner’s directors and officers and the Registrant’s 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.

Audit Committee Financial Expert

The Registrant itself does not have any employees. Preferred serves as Managing Owner of the Registrant. The Board of Directors of Preferred has delegated audit committee responsibilities to the Internal Controls and Disclosure Committee. David K. Spohr is Preferred’s Director of Fund Administration (and, in that capacity, functions as Registrant’s Principal Financial/Accounting Officer), is a member of the Internal Controls and Disclosure Committee, and serves as the “audit committee financial expert” for the Registrant. Mr. Spohr is not a member of Preferred’s Board of Directors and he is not independent of management.

Code of Ethics

Preferred has adopted a Code of Ethics for its Co-Chief Executive Officers and Director of Fund Administration (who, in these capacities, function as the Co-Chief Executive Officers and Principal Financial/Accounting Officer, respectively, of Registrant), accounting managers and persons performing similar functions. A copy of the Code of Ethics is attached as an exhibit hereto.

Item 11. Executive Compensation

The Registrant does not pay or accrue any fees, salaries or any other form of compensation for officers of the Managing Owner for their services. (See also “Item 13, Certain Relationships and Related Transactions, and Director Independence “ for information regarding compensation to the Managing Owner.)

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

As of February 1, 2007, Preferred maintains a 1% Managing Owner Interest in the Registrant. As of February 1, 2007, all of Preferred’s stock is owned indirectly and equally by Messrs. Goodman and Shewer, Preferred’s sole directors.

As of February 1, 2007, the following officers of the Managing Owner are deemed to own beneficially the following number of General Interests issued by the Registrant:

 

Title of Class

  

Name and Addresses of Beneficial Owner

  

Amount and Nature of Beneficial Ownership

   Percent of
Class
 

General Interests

  

Marc S. Goodman

900 King Street, Suite 100

Rye Brook, New York 10573

   1,883 General Interests (*)    100 %

General Interests

  

Kenneth A. Shewer

900 King Street, Suite 100

Rye Brook, New York 10573

   1,883 General Interests (*)    100 %

General Interests

  

Esther E. Goodman

900 King Street, Suite 100

Rye Brook, New York 10573

   1,883 General Interests (**)    100 %

(*) These Interests are held indirectly through Preferred. The Beneficial Owner disclaims beneficial ownership over such securities for purposes of Section 16 of the Securities Exchange Act of 1934, except to the extent of his pecuniary interest therein.
(**) These Interests are held by the Beneficial Owner’s spouse indirectly through Preferred. The Beneficial Owner disclaims beneficial ownership over such securities for purposes of Section 16 of the Securities Exchange Act of 1934, except to the extent of her pecuniary interest therein.

As of February 1, 2007, one owners of Limited Interests beneficially owned more than five percent (5%) of the Limited Interests issued by the Registrant:

 

20


Name and Addresses of Title of Class

  

Amount and Nature of Beneficial Owner

  

Percent of Beneficial Ownership

   Class  

Limited Interests

  

DMK Investments L.P.

c/o Kelly Baron

9925 Haynes Bridge Road

Alpharetta, GA 30022

   10,465.572 Limited Interests    5.55 %

Item 13. Certain Relationships and Related Transactions, and Director Independence

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 1, 3 and 4 to the financial statements in the Registrant’s 2006 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 for their services.

Director Independence

David K. Spohr is Preferred’s Director of Fund Administration (and, in that capacity, functions as Registrant’s Principal Financial/Accounting Officer), is a member of the Internal Controls and Disclosure Committee, and serves as the “audit committee financial expert” for Registrant. Mr. Spohr is not a member of Preferred’s Board of Directors and he is not independent of management.

Item 14. Principal Accounting Fees and Services

Audit Fees and All Other Fees

The independent registered public accounting firm for the years ended December 31, 2006 and 2005 was Deloitte & Touche LLP (“D&T”).

(a) Audit Fees

Fees for audit services totaled approximately $53,500 and $56,000 ($45,000 to Deloitte & Touche LLP and $11,000 to Arthur F. Bell, Jr. & Associates, L.L.C.) for 2006 and 2005, respectively, including fees associated with the annual audit and the reviews of the Registrant’s quarterly reports on Form 10-Q.

(b) Audit-Related Fees.

The fees billed to Registrant by Deloitte & Touche LLP for assurance and related services that are reasonably related to the performance of the audit or review of Registrant’s financial statements and are not reported under "Audit Fees" totaled $0 for the year ended December 31, 2006 and approximately $0 for the year ended December 31, 2005.

(c) Tax Fees.

Fees for tax services by Arthur F. Bell, Jr. & Associates, L.L.C, including tax compliance and tax advice totaled approximately $7,000 and $7,000 in 2006 and 2005, respectively.

(d) All Other Fees.

The other fees billed to Registrant by D&T for the last fiscal year for products and services other than the services reported above totaled $0 for the year ended December 31, 2006 and approximately $0 for the year ended December 31, 2005.

We have been advised by Deloitte & Touche 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.

 

21


PART IV

 

             

Page in

Annual Report

Item 15. Exhibits, Financial Statement Schedules   

(a)

   1.   Financial Statements and Report of Independent Registered Public Accounting   
     Firm – incorporated by reference to the Registrant’s 2006 Annual Report which is filed as an exhibit hereto   
     Report of Independent Registered Public Accounting Firm – Deloitte & Touche LLP    3
     Report of Independent Registered Public Accounting Firm – Arthur F. Bell, Jr. & Associates, L.L.C.    4
     Financial Statements:   
     Statements of Financial Condition – December 31, 2006 and 2005    5
     Statements of Operations – Three years ended December 31, 2006    7
     Statements of Changes in Trust Capital – Three years ended December 31, 2006    8
     Notes to Financial Statements    9 – 14
   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 the notes thereto   
   3.  

Exhibits

  
   (a)  

Description:

  
   4.1   Third Amended and Restated Declaration of Trust Agreement of World Monitor Trust II dated as of October 1, 2004 (incorporated by reference)
   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. 333-83017, 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. 333-83017, 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. 333-83017, filed on April 2, 2002)
   4.5   Form of the Privacy Notices for the Managing Owner.
   10.1   Form of Escrow Agreement among the Trust, Prudential Securities Futures Management Inc., Chase Manhattan Bank (incorporated by reference to Exhibit 10.1 to Registrant’s Registration Statement on Form S-1, File No. 333-83017, filed on September 17, 1999)
   10.2   Form of Brokerage Agreement between the Trust and PSI (incorporated by reference to Exhibit 10.2 to Registrant’s Registration Statement on Form S-1, File No. 333-83017, filed on of 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 Registrant’s Registration Statement on Form S-1, File No. 333-83017, filed on of 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 Statements on Form S-1, File No. 333-83017, filed on of 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 of Registrant’s Annual Report on Form S-1, File No. 333-83017, filed on of 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 (incorporated by reference to Exhibit 10.6 of Registrant’s 2003 Annual Report on Form 10-K)
   10.7   Novation letter among the Trust, Trading Advisor and Managing Owner dated September 14, 2004 (incorporated by reference to Exhibit 10.7 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2004)
    

 

22


 

10.8

   Letter Agreement Amending and Restating Brokerage Agreement between the Managing Owner and Prudential Financial Derivatives, LLC dated October 1, 2004 (incorporated by reference to Exhibit 10.7 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2004)
 

10.9

   Advisory Agreement among the Managing Owner, WMT Campbell Pool, L.L.C. and Campbell & Company, Inc. dated November 3, 2004 (incorporated by reference to Exhibit 10.7 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2004)
 

10.10

   WMT Campbell Pool, L.L.C. Organization Agreement dated November 3, 2004 (filed herewith)
 

10.11

   Administrative Service Agreement between WMT Campbell Pool, L.L.C. and Preferred Investment Solutions Corp. dated November 3, 2004 (filed herewith)
 

10.12

   Amendment No. 1 to WMT Campbell Pool, L.L.C. Organization Agreement dated August 25, 2006 (filed herewith)
 

13.1

   Registrant’s 2006 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 2006 Annual Report is to be deemed filed as part of this report) (filed herewith)
 

14.1

   Preferred Investment Solutions Corp. Code Of Ethics (adopted pursuant to Section 406 of Sarbanes Oxley Act of 2002) as of October 10, 2006.
 

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)

 

23


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, on the 30th day of March 2007.

 

WORLD MONITOR TRUST II – SERIES F

By:  

Preferred Investment Solutions Corp.

Managing Owner

 

By:  

/s/ David K. Spohr

  Date: March 30, 2007
 

David K. Spohr

Senior Vice President and Director of Fund Administration

 

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 in the capacities indicated on March 30, 2007.

 

WORLD MONITOR TRUST II – SERIES F   
By:  

Preferred Investment Solutions Corp.

Managing Owner

  

 

By:  

/s/ Kenneth A. Shewer

   Date: March 30, 2007
  Kenneth A. Shewer   
  Co-Chief Executive Officer   
  (Principal Executive Officer)   

 

By:

 

/s/ David K. Spohr

   Date: March 30, 2007
  David K. Spohr   
  Senior Vice President and Director of Fund Administration   
  (Principal Financial/Accounting Officer)   


OTHER INFORMATION

The actual round-turn equivalent of brokerage commissions paid per contract for the year ended December 31, 2006 was $3.74.

The Registrant’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 F

c/o Preferred Investment Solutions Corp

900 King Street, Suite 100

Rye Brook, NY 10573

EX-4.5 2 dex45.htm FORM OF THE PRIVACY NOTICES OF THE MANAGING OWNER Form of the Privacy Notices of the Managing Owner

EXHIBIT 4.5

PRIVACY POLICY NOTICE OF KENMAR

December 2006

This Privacy Policy Notice explains the manner in which Kenmar* collects, utilizes and maintains non-public personal information about customers who are individuals, as required under federal and other applicable law. Kenmar is committed to protecting a customer’s privacy and maintaining the confidentiality and security of a customer’s personal information.

Collection of Information. Kenmar collects non-public information about customers from the following sources:

 

   

Applications, questionnaires and other information provided by a customer in writing, in person, by telephone, electronically or by any other means. This information may include name, address, e-mail address, employment information, and financial and investment information;

 

   

Kenmar-related transactions and investments, including account balances, investments and withdrawals/redemptions; and

 

   

If you visit Kenmar’s web site, software is used to collect anonymous data such as browser types, pages visited, and date of visit. Kenmar uses this data to better understand web site usage and to improve its web site. The information is stored in log files and is used for aggregated and statistical reporting. This log information is not linked to personally identifiable information gathered elsewhere on the site.

Use and Disclosure of Information. Kenmar uses personal information in ways compatible with the purposes for which we originally requested it. Kenmar does not disclose non-public personal information about customers to affiliates or nonaffiliated third parties except in limited circumstances as required or permitted by law. For example, we may share non-public personal information about customers with affiliated and nonaffiliated parties in the following situations, among others: in connection with the administration and operations of Kenmar and/or to service your account(s), or to provide services or process transactions that you have requested, with Kenmar’s brokers, custodians, administrators, attorneys, accountants, auditors, or other service providers; to respond to a subpoena or court order, judicial process or regulatory inquiry; to protect or defend against fraud, unauthorized transactions (such as money laundering), law suits, claims or other liabilities; to protect the security of our records, or to protect our rights or property; in connection with a proposed or actual sale, merger, or transfer of all or a portion of Kenmar’s business; to otherwise assist Kenmar in offering Kenmar-related products and services to customers; at a customer’s direction/consent, with the customer’s representatives, advisors and other third parties.

Kenmar restricts access to your personal and account information to those employees who need to know that information to provide products and services to you. Kenmar maintains appropriate physical, electronic and procedural safeguards to guard your non-public personal information.

Kenmar’s Privacy Policy also applies to former customers. Kenmar reserves the right to change its Privacy Policy at any time. The examples above are illustrations and are not intended to be exclusive. Kenmar’s Privacy Policy complies with federal law regarding privacy—you may have additional rights under other foreign or domestic laws that may apply to you.

If you have any questions, please call Kenmar’s Investor Services and Communications at 914-307-4000 or send a letter to Kenmar, Attention: Investor Services, 900 King Street, Suite 100, Rye Brook, NY 10573.

 


* Kenmar” or “we” means (i) collectively, Kenmar Securities Inc., Preferred Investment Solutions Corp., Kenmar Investment Adviser LLC, Kenmar Global Investment Management LLC and Kenmar GIM Inc., (ii) private and public investment funds/pools advised by Kenmar, and (iii) each of their affiliates.


Important Privacy Choices for California Consumers

You have the right to control whether Kenmar shares some of your personal information. Please read the following information carefully before you make your choices below.

Your Rights

You have the following rights to restrict the sharing of personal and financial information with our affiliates (companies we own or control) and outside companies that we do business with. Nothing in this form prohibits the sharing of information necessary for us to follow the law, as permitted by law, or to give you the best service on your accounts with us. This includes sending you information about some other products or services.

Your Choices

Restrict Information Sharing With Companies We Own or Control (Affiliates):

Unless you say “No,” we may share personal and financial information about you with our affiliated companies.

(            ) NO, please do not share personal and financial information with your affiliated companies.

Restrict Information Sharing With Other Companies We Do Business With To Provide Financial Products And Services:

Unless you say “No,” we may share personal and financial information about you with outside companies we contract with to provide financial products and services to you. As a practical matter, it may be impossible to provide products and services to you if we cannot share your personal and financial information with such service providers to your account.

(            ) NO, please do not share personal and financial information with outside companies you contract with to provide financial products and services.

Restrict Information Sharing With Other Companies That Do Not Provide Products and Services To You:

Unless you say "Yes" we may not share personal and financial information about you with outside companies who do not provide financial products and services to you.

(            ) YES, I authorize you to share personal and financial information with outside companies who do not provide financial products and services to you.

Time Sensitive Reply

You may make your privacy choice(s) at any time. Your choice(s) marked here or otherwise indicated to us will remain unless you state otherwise. However, if we do not hear from you we may share some of your information with affiliated companies and other companies with whom we have contracts to provide products and services.

To exercise your choices or to modify any of your prior choices do one of the following: (1) fill out, sign and send back this form to us using the envelope provided (you may want to make a copy for your records); or (2) call Kenmar Investor Services at 914-307-4000 to communicate the information to us.

 

Print Name:  

 

   

 

Signature:  

 

  Date:                       
EX-10.10 3 dex1010.htm ORGANIZATION AGREEMENT DATED NOVEMBER 3, 2004 Organization Agreement dated November 3, 2004

WMT CAMPBELL POOL L.L.C.

ORGANIZATION AGREEMENT

dated as of November 3, 2004

 


WMT CAMPBELL POOL L.L.C.

ORGANIZATION AGREEMENT

TABLE OF CONTENTS

 

            Page

ARTICLE I

     ORGANIZATION    2

1.1.

     Formation    2

1.2.

     Name    2

1.3.

     Purposes    2

1.4.

     Duration    3

1.5.

     Registered Office and Registered Agent; Principal Office    3

1.6.

     Qualification in Other Jurisdictions    4

1.7.

     No State-Law Partnership    4

ARTICLE II

     MEMBERS    4

2.1.

     Initial Members    4

2.2.

     Admission of Additional Members    4

2.3.

     Classes of Members    5

ARTICLE III

     CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS    5

3.1.

     Initial Capital Contributions    5

3.2.

     Initial Membership Interests    5

3.3.

     No Further Required Capital Contributions    5

3.4.

     Additional Capital Contributions    5

3.5.

     Additional Capital Contributions Permitted Only In Cash    5

3.6.

     Capital Accounts    6

3.7.

     Return of Capital Contributions    7

3.8.

     Interest    7

3.9.

     Distributions    7

ARTICLE IV

     ALLOCATIONS AND DISTRIBUTIONS    7

4.1.

     Allocations of Gross Income, Gain and Loss for Financial Purposes    7

4.2.

     Allocation of Commissions, Fees and Expenses for Financial Purposes    7

4.3.

     Tax Allocations    8

4.4.

     Limitations on Loss Allocation    8

4.5.

     Costs of Effecting Allocations    8

4.6.

     Members’ Tax Liabilities    8

 

i


ARTICLE V

     TRANSFERS AND ASSIGNMENTS PROHIBITED; WITHDRAWALS    9

5.1.

     Transfers and Assignments Prohibited    9

5.2.

     Withdrawals    9

ARTICLE VI

     MANAGEMENT OF THE COMPANY    10

6.1.

     Management of Business    10

6.2.

     General Powers of Voting Members    10

6.3.

     Delegation of Administrative Authority    10

6.4.

     Delegation of Trading Authority    11

6.5.

     Standard of Care; Liability    11

6.6.

     Limitations on Powers of Members    11

6.7.

     Other Business    12

ARTICLE VII

     OWNERSHIP OF COMPANY PROPERTY    12

ARTICLE VIII

     FISCAL MATTERS; BOOKS AND RECORDS    12

8.1.

     Bank Accounts; Investments    12

8.2.

     Records Required by Act; Right of Inspection    12

8.3.

     Books and Records of Account    13

8.4.

     Tax Returns and Information    13

8.5.

     Delivery of Financial and Tax Information to Members    13

8.6.

     Audits    13

8.7.

     Fiscal Year    13

8.8.

     Tax Elections    13

8.9.

     Tax Matters Member    14

8.10.

     Regulatory Reporting    14

ARTICLE IX

     INDEMNIFICATION    14

9.1.

     Indemnification by the Members    14

9.2.

     Indemnification by Preferred of the Members    15

ARTICLE X

     DISSOLUTION AND WINDING UP    15

10.1.

     Events Causing Dissolution    15

10.2.

     Winding Up    15

10.3.

     Compensation of Liquidator    16

10.4.

     Distribution of Company Property    16

10.5.

     Final Audit    17

10.6.

     Deficit Capital Accounts    17

ARTICLE XI

     MISCELLANEOUS PROVISIONS    17

 

ii


11.1.

     Approval of Administration Agreement    17

11.2.

     Interpretation    17

11.3.

     “Commodity Pool” Status of the Company    18

11.4.

     Compliance with the “Blue Sky” Guidelines    18

11.5.

     Organizational and Maintenance Expenses    18

11.6.

     Counterparts    18

11.7.

     Entire Agreement    18

11.8.

     Partial Invalidity    18

11.9.

     Amendment    18

11.10.

     Binding Effect    19

11.11.

     Governing Law    19

11.12.

     Effect of Waiver or Consent    19

11.13.

     Further Assurances    19
     Testimonium    18
     Signatures    20
     Schedule I    21

 

iii


WMT CAMPBELL POOL L.L.C.

ORGANIZATION AGREEMENT (this “Agreement”) dated as of November 3, 2004, by and among (A) the commodity pools (each, a “Member” and, collectively, the “Members”) signatory from time to time hereto, each of which (i) has as its sole managing owner or trading manager (or its functional equivalent in another type of entity) Preferred Investment Solutions Corp. (“Preferred”), a “commodity pool operator” registered with the Commodity Futures Trading Commission (the “CFTC”), (ii) is no longer engaged in the distribution of its units of beneficial interest (or equivalent common equity securities), and (iii) intends to open a trading account managed pursuant to the Financial, Metal & Energy Large Portfolio of Campbell & Company, Inc. (“Campbell”) and (B) Preferred, not as a Member, but for the limited purposes set forth herein.

* * * * * * *

WHEREAS, the Company has been formed as a means of consolidating the commodity interest trading of the Members;

WHEREAS, the Company’s trading will at all times be managed exclusively pursuant to the Campbell Financial, Metal & Energy Large Portfolio (Campbell being delegated trading management authority over the Company pursuant to Section 18-407 of the Delaware Limited Liability Company Act, 6 Del. C. §18-101 et seq. (the “Act”), and an Advisory Agreement by and among the Company, Preferred and Campbell of even date herewith);

WHEREAS, all Members shall share pro rata in the profits and losses of the Company, based on the relative values (prior to reduction for all accrued but unpaid fees or expenses) of their respective Membership Interests (“Membership Interest” to mean, with respect to any Member at any time, the entire interest of such Member in the Company at such time. A Membership Interest includes, without limitation, (a) all rights of a Member to receive distributions of revenues, allocations of income and loss and distributions of liquidation proceeds under this Agreement and (b) all management rights, if any, voting rights or rights to consent of the respective Members) in the Company — applicable CFTC policies prohibiting any Member’s investment in the Company being traded at a higher degree of leverage than any other Member’s investment or pursuant to any different trading program than that employed to direct the Company’s trading with respect to any other Member;

WHEREAS, pursuant to Section 18-407 of the Act, Preferred (which is either the sole managing owner or the trading manager of each of the Members) shall be delegated administrative authority over the operations of the Company;

WHEREAS, pursuant to Section 18-302 of the Act, the Company shall issue two classes of Membership Interests: Non-Voting Membership Interests and Voting Membership Interests. These two classes of Membership Interests shall have identical pro rata economic interests in the Company, but the Non-Voting Membership Interests shall in no respect participate in the management of the Company, such management to be vested solely in the Voting Membership Interests;


WHEREAS, all Members (“Non-Voting Members”) which are non-United States persons shall acquire Non-Voting Membership Interests, and shall not participate in any respect in the management of the Company, or engage, directly or indirectly, in the participation in or control of all or any portion of the business activities or affairs of the Company (Non-Voting Members being the functional equivalent of limited partners in a limited partnership).

WHEREAS, the Members (“Voting Members”) which are United States persons shall acquire Voting Membership Interests and shall, acting as Members without any “manager,” mutually dominate and control all business activities and affairs of the Company by agreement of the majority in interest of such Members, subject to the authority vested in and delegated to Campbell and the administrative authority vested in and delegated to Preferred hereunder.

WHEREAS, upon the terms and subject to the conditions set forth herein, each of the initial Members are, concurrently with the execution of this Agreement, acquiring either Voting Membership Interests or Non-Voting Membership Interests in the Company;

WHEREAS, it is the express intent of the Members that their participation in the Company be, other than in respect of the consolidation of the Members’ Campbell Financial, Metal & Energy Large Portfolio trading accounts, the functional equivalent of each Member opening such trading accounts on an individual basis; and

WHEREAS, in accordance with the Act, each of the Members desires to enter into this Agreement to set forth the respective rights, powers and interests of the Members with respect to the Company and their respective Voting Membership Interests or Non-Voting Membership Interests (as the case may be) and to provide for the management of the business and operations of the Company.

NOW, THEREFORE, in consideration of the premises and of the mutual promises and agreements made herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows.

ARTICLE I

ORGANIZATION

1.1. Formation. The Company has been organized as a Delaware limited liability company under and pursuant to the Act by the filing of a Certificate of Formation with the Office of the Secretary of State of Delaware as required by the Act. This Agreement embodies the agreement among the Members as to the governance of the Company and related matters. However, in the event of a conflict between the terms of this Agreement and the Certificate of Formation, the terms of the Certificate of Formation shall prevail.

1.2. Name. The name of the Company is WMT Campbell Pool L.L.C. (the “Company”).

1.3. Purposes. The purposes of the Company are to engage in any activity and/or business for which limited liability companies may be formed under the Act including, without

 

2


limitation, the activities set forth in the recitals to this Agreement. For greater certainty and not by way of limitation, the Company’s business and purpose is to trade, buy, sell or otherwise acquire, hold or dispose of forward and futures contracts for all manner of commodities, financial instruments and currencies, as well as options and rights pertaining thereto (collectively, “commodity interests”), and to engage in all activities necessary, convenient or incidental thereto. The Company may also engage in “hedge,” arbitrage and cash trading of commodities, futures, forwards and options. The objective of the Company’s business is appreciation of its assets through speculative trading. The Company may engage in the foregoing speculative trading directly and through investing in other entities which are themselves “commodity pools” rather than private “investment companies” within the meaning of Section 3(c)(1) of the Investment Company Act of 1940 (the “Company Act”); provided, that in all cases, the Company’s commodity interest trading shall be directed exclusively pursuant to Campbell implementing its Financial, Metal & Energy Large Portfolio, as the same may change and develop over time.

The Company may not engage in any “yield enhancement” activities or securities trading, but only (i) acquire government interest-bearing securities with the intent of holding such securities until maturity and/or (ii) receive interest credits on cash deposits made by it.

The Company may not admit as a Member any entity which is engaged in soliciting additional investments in such entity.

The Company shall have all the powers necessary or convenient to effect any purpose for which it is formed, including all powers granted by the Act.

1.4. Duration. The Company shall continue in existence until November 30, 2054 or until the Company shall be sooner dissolved and its affairs wound up in accordance with the Act or this Agreement.

1.5. Registered Office and Registered Agent; Principal Office. (a) The registered office of the Company required by the Act to be maintained in the State of Delaware shall be the initial registered office named in the Certificate of Formation or such other office (which need not be a place of business of the Company) as the Voting Members holding a majority in interest of the Voting Membership Interests (the affirmative vote of such a majority in interest of the Voting Membership Interests being hereinafter referred to as a “Majority Vote”) may designate from time to time in the manner provided by Section 18-104 of the Act.

(b) The registered agent of the Company in the State of Delaware shall be the initial registered agent named in the Certificate of Formation or such other person or persons as the Voting Members by Majority Vote may designate in the manner provided by Section 18-104 of the Act.

(c) The principal office of the Company shall be c/o Preferred Investment Solutions Corp., 51 Weaver Street, Building One South, 2nd Floor, Greenwich, CT 06831; telephone: (203) 861-1000, or at such place as the Voting Members by Majority Vote may designate from time to time, which need not be in the State of Delaware. The Company shall maintain at its principal office, available for inspection, the records required by the Act and the Commodity Exchange Act (the “CEA”).

 

3


The Company may have such other offices as the Voting Members by Majority Vote may designate from time to time.

1.6. Qualification in Other Jurisdictions. The Members shall have authority to cause the Company to do business in jurisdictions other than the State of Delaware only if either of the following conditions is satisfied:

(a) such jurisdiction has enacted a limited liability company statute, and the Voting Members by Majority Vote shall have approved the qualification of the Company under such statute to do business as a foreign limited liability company in such jurisdiction; or

(b) the Company shall have obtained an opinion of counsel qualified to practice law in such jurisdiction to the effect that under the laws of such jurisdiction the Members will not be held liable for any debts or obligations of the Company.

The Voting Members by Majority Vote, will determine whether and where the Company will qualify to do business as a foreign limited liability company from time to time.

1.7. No State-Law Partnership. No provision of this Agreement shall be deemed or construed to constitute the Company a partnership (including, without limitation, a limited partnership) or joint venture, or any Member a partner or joint venturer of or with any other Member, for any purposes other than federal and state tax purposes.

ARTICLE II

MEMBERS

2.1. Initial Members. The initial Members of the Company are listed on Schedule I of this Agreement, and the addresses of such initial Members are as set forth on such Schedule I. As of the date hereof, there are no other Members of the Company and no other person (other than Preferred and Campbell acting pursuant to delegated authority as contemplated by Section 6.3 and 8.4 respectively) has any right to take part in the management (except as contemplated in the second and fourth recitals to this Agreement) or ownership of the Company.

2.2. Admission of Additional Members. Additional Members of the Company may only be admitted if (i) such proposed Members are “commodity pools” of which Preferred is the sole managing owner (if such “commodity pools” are United States trusts) or sole trading manager (if such “commodity pools” are foreign corporations) or the functional equivalent thereof and (ii) such proposed Members are no longer accepting additional investments, (iii) such pools contributing to the Company will be managed exclusively pursuant to the Campbell Financial, Metal & Energy Large Portfolio, and (iv) the admission of such additional Members is approved by Majority Vote of the Voting Members.

 

4


If a new Member is admitted to the Company, the books and records of the Company (including Schedule I hereto) shall be amended to reflect such addition, as contemplated by Section 18-301 of the Act.

2.3. Classes of Members. There shall be two classes of Members: Voting Members and Non-Voting Members. All United States persons which are admitted as Members shall be admitted as Voting Members, and all foreign persons which are admitted as Members shall be admitted as Non-Voting Members.

ARTICLE III

CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS

3.1. Initial Capital Contributions. Each initial Member shall contribute to the capital (a “Capital Contribution”) of the Company, as of December 1, 2004 the amount set forth as such Member’s initial capital contribution (“Initial Capital Contribution”) on Schedule I. Such Initial Capital Contributions may include, provided the necessary regulatory approvals are obtained, open futures positions (and will include open forward positions), as well as cash (U.S. dollars in immediately available funds). If any Initial Capital Contribution includes open futures and forward positions that are not “Section 1256 contracts” as defined in Section 1256(b) of the Internal Revenue Code of 1986, as amended (the “Code”) (“Non-Section 1256 Contracts”), the tax basis and fair market values of such Non-Section 1256 Contracts shall be set forth on Schedule I.

3.2. Initial Membership Interests. Upon making the Initial Capital Contribution specified on Schedule I, each Member shall be entitled to the Membership Interest (Voting or Non-Voting, as the case may be) set forth opposite such Member’s name on Schedule I.

3.3. No Further Required Capital Contributions. No Member shall be obligated to make any Capital Contributions to the Company or be subject to any form of capital call or assessment with respect to such Member’s Membership Interest.

3.4. Additional Capital Contributions. Additional Capital Contributions of existing Members may be made, unless objected to by a Majority Vote of the Voting Members, at any time; provided, that the Member making such additional Capital Contribution has done so pursuant to the Advisory Agreement and has received the approval of Campbell that Campbell is willing to manage such additional capital.

The initial capital contributions of Members admitted pursuant to Section 2.2 shall require the approval of the majority vote of the Voting Members. Schedule I shall be appropriately amended to reflect any such capital contributions.

3.5. Additional Capital Contributions Permitted Only In Cash. All additional Capital Contributions to the Company, whenever made, shall be made exclusively in U.S. dollars and in immediately available funds. Open futures and forward positions may, if at all, only be accepted as Capital Contributions at the time of an initial Member’s initial capital contribution, and only subject to receipt of all necessary regulatory approvals and such Member shall provide the company with the tax basis and fair market value of any Non-Section 1256 Contracts contributed to the Company.

 

5


3.6. Capital Accounts. (a) A capital account (“Capital Account”) shall be established and maintained for each Member on the books of the Company. The initial balance in each Member’s Capital Account shall equal such Member’s initial capital contribution. Each Member’s Capital Account (i) shall be increased by (A) the amount of any additional Capital Contribution made by that Member, and (B) allocations to that Member of Company income and gain (or items thereof), including income and gain exempt from tax and income and gain described in Section 1.704-1(b)(2)(iv)(g) of the Treasury Regulations, and (ii) shall be decreased by (A) the amount of cash distributed to that Member by the Company, (B) allocation of commissions, fees and expenses pursuant to Section 4.2, (C) allocations to that Member of expenditures described under Section 705(a)(2)(B), and (D) allocations of Company loss and deduction (or items thereof), including loss and deduction described in Section 1.704-1(b)(2)(iv)(g) of the Treasury Regulations.

(b) In addition to the adjustments required by the foregoing provisions of this Section 3.6, the Capital Accounts of the Members shall be adjusted in accordance with the capital account maintenance rules of Section 1.704-1(b)(2)(iv) of the Treasury Regulations.

(c) Except as otherwise provided herein, whenever it is necessary to determine the Capital Account of any Member for purposes of this Agreement, the Capital Account of such Member shall be determined after giving effect to (i) all Capital Contributions made to the Company on or after the date of such Member’s initial capital contribution, (ii) all allocations of income, gain, deduction and loss for operations and transactions effected on or after the date of such Member’s initial capital contribution and prior to the date such determination is required to be made under this Agreement and (iii) all distributions made on or after the date of such Member’s initial capital contribution.

(d) The Capital Accounts of the Members shall be determined, and allocations of Company income, gain, loss and deduction made (and adjustments made to reflect additional Capital Contributions or withdrawals, if any), as of the close of business on every Friday and on December 31 of each year; provided that Preferred may, pursuant to the authority delegated to it pursuant to Section 6.3, cause the current accounting period for the Company to end and a new accounting period for the Company to begin at such other time or times as Preferred may, in its discretion, determine.

(e) The foregoing provisions of this Section 3.6 are intended to comply with Section 1.704-1(b)(2)(iv) of the Treasury Regulations and shall be interpreted and applied in a manner consistent with such Treasury Regulations. If the Voting Members, by Majority Vote, shall determine that it is prudent to modify the manner in which the Capital Accounts are computed in order to comply with Section 1.704-1(b)(2)(iv) of the Treasury Regulations, the Voting Members, by Majority Vote, may make such modification, provided that such modification is not likely to have a material effect on the amounts allocable to any Member, Voting or Non-Voting.

 

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3.7. Return of Capital Contributions. Except as otherwise provided in Section 5.2 or in the Act, no Member shall have the right to withdraw, or receive any return of, all or any portion of such Member’s Capital Contribution. No Member shall have the right to receive any assets upon withdrawal of any or all of such Member’s Capital Accounts, other than U.S. dollars.

3.8. Interest. No interest shall be paid by the Company on Capital Contributions or on balances in Members’ Capital Accounts, although Members’ Capital Accounts shall, as provided herein, be allocated their pro rata share of all interest earned by the Company.

3.9. Distributions. Any distributions made by the Company must be made, except as may be necessary to ensure that the assets of the Company not be deemed to constitute “plan assets” within the meaning of the Employee Retirement Income Security Act of 1974 (“ERISA”) and that the Company will continue to satisfy the requirements of a “qualified electing fund” under Section 988 of the Code, pro rata among all Members based on their respective Membership Interests. The Company does not intend to make any distributions.

ARTICLE IV

ALLOCATIONS AND DISTRIBUTIONS

4.1. Allocations of Gross Income, Gain and Loss for Financial Purposes. Financial income, gain and loss from the Company’s operations, prior to the allocations of commissions, fees and expenses prescribed in Section 4.2, shall be allocated to the Members as of the end of each accounting period (as contemplated by Section 3.6(d)) in accordance with the ratio of the balance in each such Member’s Capital Account — unreduced by any accrued but unpaid fees or expenses — as of the beginning of such accounting period to the aggregate of such balances in all such Members’ Capital Accounts as of the beginning of such accounting period (such ratio to equal such Member’s Company Percentage”).

4.2. Allocation of Commissions, Fees and Expenses for Financial Purposes. Following the allocation of Company income, gain and loss among the Members’ respective Capital Accounts, as provided in Section 4.1, Preferred shall calculate the brokerage commissions, advisory fees, administrative fees and other expenses due from the Company to third parties, in respect of the Company’s trading on behalf of the respective Members (the Company being subject to different commissions and fees in respect of its trading as allocable to the various different Members). Such commissions, fees and expenses shall be allocated as of the end of each accounting period to, and deducted from, the appropriate Members’ Capital Accounts and paid out by the Company.

The Company shall, upon each Member’s investment in the Company, assume the obligations to make all payments due in respect of or attributable to such Member’s Campbell Financial, Metal & Energy Large Portfolio trading account. Preferred, as administrator of the Company, shall determine the amounts of all such payments, and these shall become obligations and expenses of the Company, not of any such Member, although the commissions, fees and expenses attributable to a particular Member’s trading pursuant to the Campbell Financial, Metal & Energy Large Portfolio shall be specially allocated to such Member’s Capital Account. As provided in Section 9.2, Preferred shall indemnify and hold harmless each Member from any commissions, fees and expenses which may be allocated to such Member’s Capital Account, but which should have been specially allocated to another Member’s Capital Account.

 

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4.3. Tax Allocations. (a) Items of income, gain, loss, deduction and credit from the Company’s operations shall be allocated to the Members in such manner as Preferred, acting pursuant to the administrative authority delegated to it pursuant to Section 6.3, and pursuant to the Administrative Services Agreement by and between Preferred and the Company, executed and delivered pursuant to said Section 6.3, may determine shall equitably reflect the financial allocations made pursuant to Section 4.1 and Section 4.2. Preferred may, in effecting such tax allocations, allocate gain and loss separately and not on a netted basis, if Preferred believes that doing so would be more consistent with the manner in which the Voting Members intend to allocate the tax effects of their investment in the Company among their respective unitholders.

(b) The allocation of profit and loss for federal income tax purposes set forth herein is intended to allocate taxable profit and loss among Members generally in the ratio and to the extent that profit and loss are allocated to such Members so as to eliminate, to the extent possible, any disparity between a Member’s financial and its tax allocations, consistent with principles set forth in Section 704(c) of the Code, and the Tax Matters Member may select any permissible method under Section 704(c) of the Code to make the allocations required to eliminate any disparity between a Member’s book capital account and tax capital account.

(c) The Company intends to allocate taxable profit and loss in a manner consistent with Section 704(b) of the Code, including, without limitation, a “Qualified Income Offset.”

(d) The allocations of profit and loss of the Members shall not exceed the allocations permitted under Subchapter K of the Code, as determined by Preferred, whose determination shall be binding.

4.4. Limitations on Loss Allocation. Notwithstanding any other provision of this Agreement to the contrary, no item of loss or deduction of the Company shall be allocated to a Member if such allocation would result in a negative balance in such Member’s Capital Account. Such loss or deduction shall be allocated first among the Members with positive balances in their Capital Accounts in proportion to (and to the extent of) such positive balances, and thereafter in accordance with their interests in the Company as determined under Section 1.704-1(b)(3) of the Treasury Regulations.

4.5. Costs of Effecting Allocations. Preferred shall bear, without reimbursement from the Company (other than in respect of administrative fees due from the Company to Preferred pursuant to Section 6.3 and the Administrative Services Agreement therein contemplated), all costs and expenses related to effecting the Company’s tax and financial allocations.

4.6. Members’ Tax Liabilities. Although not a Member of the Company, Preferred is hereby authorized by all Members to withhold or withdraw from each Member’s Capital Account any amount which Preferred reasonably believes may be owing by the Company to any federal or state tax authority in respect of such Member’s investment in the

 

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Company. Any such withholding or withdrawal shall reduce each affected Member’s Membership Interest and Company Percentage until such time, if any, as the amount of any such withholding or withdrawal is returned in whole or in part, to such Member’s Capital Account.

ARTICLE V

TRANSFERS AND ASSIGNMENTS PROHIBITED; WITHDRAWALS

5.1. Transfers and Assignments Prohibited. No Member may transfer or assign all or any part of its Membership Interest to any other party (including, without limitation, to any other Member) without the unanimous consent of all Members, Voting and Non-Voting. Any transferee which is permitted to acquire a Membership Interest pursuant to any such unanimous consent shall be admitted to the Company as a Member (no transferee or assignee of a Membership Interest shall be recognized which does not itself become a Member) and shall succeed to the Capital Account or portion thereof transferred or assigned, as if (insofar as the Company’s accounting is concerned) no such transfer or assignment had occurred.

Only “commodity pools” of which Preferred is either the managing owner (or its functional equivalent in another type of entity) or the trading manager, which are no longer accepting additional investments, shall be eligible transferees or assignees of Membership Interests. Only domestic statutory trusts of which Preferred is the manager owner (or its functional equivalent in another type of entity) shall be eligible transferees or assignees of Voting Membership Interests, and only foreign corporations of which Preferred is the trading manager (or its functional equivalent in another type of entity) shall be eligible transferees or assignees of Non-Voting Membership Interests.

No “commodity pool,” even if otherwise qualified for admission as a Member pursuant to the preceding paragraph, shall be eligible for such admission if such “commodity pool” continues to be engaged — either directly or indirectly through accepting investments from “feeder funds” or similar entities — in the distribution of interests in such “commodity pool” (whether on a public or private basis).

The limitations set forth in the preceding two paragraphs may be amended by a Majority Vote of the Voting Members, but only provided that, in doing so, such Voting Members explicitly agree that in their good faith judgment the admission of entities otherwise proscribed under the foregoing paragraphs as Members will not expose any other Member to any additional risk or potential liability.

5.2. Withdrawals. A Member may withdraw all or any portion of its Capital Account at any time upon one (1) calendar day’s notice to Preferred or such lesser period of notice as Preferred may, in consultation with Campbell, approve. There shall be no penalty or fee assessed upon any such withdrawal. Preferred shall itself reimburse the Company for any cost or expense which the Company may incur as a result of the processing of any such withdrawal, so that such cost or expense will in no respect reduce any Member’s Capital Account.

 

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All withdrawals shall be paid exclusively in cash (U.S. dollars in immediately available funds) and within ten (10) business days of the effective date of withdrawal. No interest shall accrue on any withdrawal proceeds while held by the Company pending payment out to the withdrawing Member, provided that such payment is made within such ten (10) business-day period.

Although Members shall be entitled to withdraw from the Company at any time, all Members agree to use best efforts to withdraw capital from the Company only as of a Friday.

ARTICLE VI

MANAGEMENT OF THE COMPANY

6.1. Management of Business. Except as otherwise expressly provided in this Agreement, the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Voting Members.

6.2. General Powers of Voting Members. Except as may otherwise be expressly provided in this Agreement, the Voting Members shall have complete and exclusive discretion in the management and control of the business and affairs of the Company, including the right to make and control all ordinary and usual decisions concerning the business and affairs of the Company. The Voting Members shall, subject to the provisions hereof, possess all power, on behalf of the Company, to do or authorize the Company to do all things necessary or convenient to carry out the business and affairs of the Company.

6.3. Delegation of Administrative Authority. The Voting Members shall manage the Company to the exclusion of the Non-Voting Members. However, the Voting Members herewith delegate (under the ultimate supervision and authority of the Voting Members) authority over the administrative management of the Company to Preferred, to the same extent and with the same effect as Preferred is given authority over the administrative management of each Voting Member, in Preferred’s capacity as managing owner of such Voting Member (or its functional equivalent in another form of entity).

In connection with the delegation of administrative authority for the Company to Preferred as contemplated by this Section 6.3, Ms. Esther E. Goodman is hereby designated President of the Company, to serve, without compensation, at the pleasure of the Majority Vote of the Voting Members. Successors or replacements to the foregoing officer shall be made by the Majority Vote of the Voting Members.

In performing administrative services for the Company — which Preferred shall do in consideration of Preferred’s receipt of an administrative fee from the Company, as provided in the Administrative Services Agreement by and between the Company and Preferred, as well as in consideration of Preferred continuing to act as managing owner of the Voting Members and trading manager of the Non-Voting Members (or in a functionally equivalent capacity). Preferred shall act as an independent contractor and not in any respect as a “manager” of the Company within the meaning of the Act.

 

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6.4. Delegation of Trading Authority. Pursuant to an Advisory Agreement dated as of November 3, 2004 by and among the Company, Preferred and Campbell, the Company (with the unanimous approval of the Members as evidenced by their signatures to this Agreement) has appointed Campbell as the sole trading advisor to the Company, with authority and direction to manage the Company’s commodity interest trading pursuant to Campbell’s Financial, Metal & Energy Large Portfolio, as such Financial, Metal & Energy Large Portfolio may change and develop from time to time, all as contemplated by said Advisory Agreement.

In acting as the sole trading advisor to the Company, Campbell shall act as an independent contractor and not in any respect as a “manager” of the Company within the meaning of the Act.

Each Member, in consideration of such Member being admitted to the Company, agrees, acknowledges and approves the terms of the Advisory Agreement dated as of November 3, 2004 by and among the Company, Campbell and Preferred.

6.5. Standard of Care; Liability. Each Member shall discharge its duties under this Agreement in good faith, with the care an ordinarily prudent person in a like position would exercise under similar circumstances, and in a manner it reasonably believes to be in, or not opposed to, the best interests of the Company. A Member will not be liable for any monetary damages to the Company for any breach of such duties except for receipt of a financial benefit to which the Member is not entitled; voting for or assenting to a distribution to Members in violation of this Agreement or the Act; or a knowing violation of the law.

The standard of care set forth in this Section 6.5 and applicable to the Members shall in no respects qualify, restrict or limit the standard of care applicable to Preferred as managing owner or trading manager of such Members (or in a functionally equivalent capacity), as otherwise provided by and among such Members, respectively, and Preferred.

6.6. Limitations on Powers of Members. The enumeration of powers in this Agreement shall not limit the general or implied powers of the Members or any additional powers provided by law; provided, that the Non-Voting Members may in no event participate in any respect in the management of the Company.

Notwithstanding the foregoing, no Member may cause the Company to become engaged or involved in any business other than the speculative trading of commodity interests pursuant to the Financial, Metal & Energy Large Portfolio under the direction of Campbell without the consent of all Members, Voting and Non-Voting. Furthermore, no Member or Members, Voting or Non-Voting, may reduce or modify (except as contemplated pursuant to a withdrawal of capital as permitted under Section 5.2) the economic interest of any other Member or Members (including the percentage of profits, losses or distributions, the tax allocations and the indemnities to which such Member is entitled hereunder) or such other Member’s or Members’ ability to withdraw from the Company other than with the express written consent of the affected Member or Members.

Any modification of Sections 1.7, 3.3, 3.5, Article IV, Article V and this Section 6.6 shall require unanimous consent of all Members, Voting and Non-Voting.

 

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6.7. Other Business. The Members may engage in or possess an interest in other business ventures, by virtue of this Agreement or any relationships created or deemed created hereby, of every kind and description, independently or with others. Neither the Company nor the Members shall have any rights in or to such independent ventures of the Members or the income or profits therefrom.

ARTICLE VII

OWNERSHIP OF COMPANY PROPERTY

Company property shall be deemed to be owned by the Company as an entity, and no Member, individually or collectively, shall have any ownership interest in such Company property or any portion thereof. Title to any or all Company property may be held in the name of the Company or one or more nominees, as the Voting Members by Majority Vote may determine. All Company property shall be recorded as the property of the Company on its books and records, irrespective of the name in which legal title to such Company property is held.

ARTICLE VIII

FISCAL MATTERS; BOOKS AND RECORDS

8.1. Bank Accounts; Investments. Capital Contributions, revenues and any other Company funds shall, as directed by Preferred, be deposited by the Company in trading accounts (whether “regulated” or “unregulated”) established in the name of the Company. As provided by Rule 4.20(c) of the Commodity Futures Trading Commission (the “CFTC”), no other funds shall be deposited into the Company’s trading accounts or commingled with Company investments. Funds deposited in the Company’s trading accounts may be withdrawn only to be invested in furtherance of the Company’s purposes, to pay Company debts or obligations or to be distributed to the Members pursuant to this Agreement.

8.2. Records Required by Act; Right of Inspection. (a) During the term of the Company’s existence and for a period of eight (8) years thereafter, there shall be maintained in the Company’s principal office specified pursuant to Section 1.5(c) all records required to be kept pursuant to the Act and the CEA, including, without limitation, a current list of the names, addresses, Membership Interests and Company Percentages held by each of the Members (including the dates on which each of the Members became a Member), copies of federal, state and local information or income tax returns for each of the Company’s tax years, copies of this Agreement and the Certificate of Formation, including all amendments or restatements, and correct and complete books and records of account of the Company.

(b) On written request stating the purpose, a Member may examine and copy in person, at any reasonable time, and at the Member’s expense, records required to be maintained under the Act and the CEA and such other information regarding the business, affairs and financial condition of the Company as such Member may reasonably request. Upon written request by any Member made to the Company at the address of the Company’s principal office specified in Section 1.5(c), the Company shall provide to the Member without charge true copies of (i) this Agreement and the Certificate of Formation and all amendments or restatements, and (ii) any of the tax returns of the Company described above.

 

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The provisions of this Section 8.2(b) shall in no event be construed so as to provide any investor in any Member with any greater access (on a direct or derivative basis) to the books and records of, or to information concerning, such Member than would such investor under the constituent documents of such Member. In no event shall any provision hereof be interpreted so as to permit any investor in any Member to obtain any information relating to another Member (except as may otherwise be required by law).

8.3. Books and Records of Account. The Company shall maintain adequate books and records of account that shall be maintained on the accrual method of accounting and on a basis consistent with appropriate provisions of the Code.

8.4. Tax Returns and Information. The Members intend for the Company to be treated as a partnership for tax purposes. The Company shall prepare or cause there to be prepared all federal, state and local income and other tax returns that the Company is required to file. As promptly as practicable after the end of each calendar year, the Company shall send or deliver to each person who was a Member at any time during such year such tax information as shall be reasonably necessary for the preparation by such person of such person’s federal income tax return, state income and any other applicable tax returns.

8.5. Delivery of Financial and Tax Information to Members. Each of the Members is itself an investment fund and each of the Voting Members, as a United States trust, must furnish tax information on an annual basis to each of its investors. Preferred, as administrator of the Company, undertakes to supply to all Members, on a timely basis, all financial and tax information relating to each such Member’s investment in the Company as each such Member is required, or reasonably wishes, to provide to its investors. The cost of providing such information shall be solely for the account of Preferred except as may be otherwise provided in writing between a particular Member and Preferred.

8.6. Audits. The fiscal year-end financial statements and the financial statements to be delivered pursuant to Section 10.5 shall be audited. The audit shall be performed by an accounting firm approved by the Majority Vote of the Voting Members, which may be the same such firm as is used by one or more such Members. The Company shall arrange, at the expense of Preferred, for sufficient information to be made available to each Member that such Member may itself obtain an audit of such Member’s own financial statements, in full compliance with all applicable CFTC requirements.

8.7. Fiscal Year. The Company’s fiscal year shall end on December 31 of each calendar year.

8.8. Tax Elections. The Company shall make the following elections on the appropriate tax returns:

(a) to adopt the calendar year as the Company’s fiscal year;

 

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(b) to adopt the accrual method of accounting, and to keep the Company’s books and records on the basis of such method;

(c) to be a “qualified electing fund” (if possible) under Section 988 of the Code; and

(d) any other election the Voting Members may, by Majority Vote, deem appropriate and in, or not opposed to, the best interests of the Members.

Neither the Company nor any Member may make an election for the Company to be excluded from the application of the provisions of subchapter K of chapter 1 of subtitle A of the Code or any similar provisions of applicable state law.

8.9. Tax Matters Member. The Members shall designate one Member to be the “tax matters partner” (the “Tax Matters Member”) of the Company pursuant to Section 6231(a)(7) of the Code. Such Member shall take such action as may be necessary to cause each other Member to become a “notice partner” within the meaning of Section 6223 of the Code. Such Member shall inform each other Member of all significant matters that may come to its attention in its capacity as “Tax Matters Member” by giving notice thereof on or before the fifth Business Day after becoming aware thereof and, within that time, shall forward to each other Member copies of all significant written communications it may receive in that capacity. Such Member may not take any action contemplated by Sections 6222 through 6232 of the Code without the consent of the Majority Vote of the Voting Members but this sentence does not authorize such Member to take any action left to the determination of an individual Member under Sections 6222 through 6232 of the Code. The initial Tax Matters Member shall be World Monitor Trust. World Monitor Trust hereby appoints Preferred to perform all necessary administrative procedures for and on behalf of World Monitor Trust, as Tax Matters Member of the Company.

8.10. Regulatory Reporting. The Company’s Voting Members are each subject to various regulatory and investor reporting requirements imposed by the CFTC. The Company itself may also be so subject. Preferred, as administrator of the Company, shall be responsible for ensuring that all such reporting requirements are duly met and complied with at no additional cost to the Company.

ARTICLE IX

INDEMNIFICATION

9.1. Indemnification by the Members. Each of the Members agrees that the various indemnifications which they have provided to Preferred, as either the managing owner or the trading manager of such Member or in a functionally equivalent capacity, as the case may be, shall be equally applicable to the component of such Member’s operations attributable to its investment in the Company. However, such investment shall in no respect increase the indemnification obligation of any Member towards Preferred or any “related or associated party.”

 

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9.2. Indemnification by Preferred of the Members. Preferred shall indemnify and hold harmless each Member from and against any losses, judgments, liabilities, expenses and amounts paid in settlement of any claims sustained by them as a result of such Member having invested in the Company rather than maintained an individual Campbell Financial, Metal & Energy Large Portfolio trading account in such Member’s own name.

ARTICLE X

DISSOLUTION AND WINDING UP

10.1. Events Causing Dissolution. The Company shall be dissolved upon the first of the following events to occur:

(a) November 30, 2054;

(b) The written consent of all Members (Voting and Non-Voting) at any time to dissolve and wind up the affairs of the Company;

(c) The death, retirement, resignation, expulsion, bankruptcy or dissolution of a Member or the occurrence of any other event that terminates the continued membership of a Member in the Company, unless there are at least two remaining Members and the business of the Company is continued by the consent of all remaining Members (Voting and Non-Voting) within 10 days following the occurrence of any such event; or

(d) The occurrence of any other event that causes the dissolution of a limited liability company under the Act.

10.2. Winding Up. If the Company is dissolved pursuant to Section 10.1, the Company’s affairs shall be wound up as soon as reasonably practicable in the manner set forth below.

(a) The winding up of the Company’s affairs shall be supervised by Preferred, as liquidator, or such other entity as may be selected by the Majority Vote of the Voting Members.

(b) In winding up the affairs of the Company, the liquidator shall have full right and unlimited discretion, in the name of and for and on behalf of the Company to:

(i) prosecute and defend civil, criminal or administrative suits;

(ii) collect Company assets, including obligations owed to the Company;

(iii) settle and close the Company’s business;

(iv) close out all open commodity interest positions held in the name of the Company, having due regard for the activity and condition of the relevant market and general financial and economic conditions;

 

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(v) pay all reasonable costs and other expenses incurred in connection with the winding up out of the proceeds of the disposition of Company property;

(vi) discharge the Company’s known liabilities and, if necessary, to set up, for a period not to exceed five (5) years after the date of dissolution, such cash reserves as the liquidator may deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Company;

(vii) distribute any remaining assets of the Company to the Members as contemplated by Section 10.4;

(viii) prepare, execute, acknowledge and file articles of dissolution under the Act and any other certificates, tax returns or instruments necessary or advisable under any applicable law to effect the winding up and termination of the Company;

(ix) assist the former Members, to the extent that they so request, in establishing individual Campbell Financial, Metal & Energy Large Portfolio trading accounts, to be maintained in their own names; and

(x) exercise, without further authorization or consent of any of the parties hereto or their legal representatives or successors in interest, all of the powers conferred upon the Members under the terms of this Agreement to the extent necessary or desirable in the good faith judgment of the liquidator to perform its duties and functions.

10.3. Compensation of Liquidator. The liquidator, if Preferred, shall act without compensation. If the liquidator is not Preferred, the compensation due to the liquidator shall be as agreed to by the Majority Vote of the Voting Members and shall be allocated pro rata among all Members as based on their respective Company Percentages.

10.4. Distribution of Company Property. (a) Upon completion of all desired sales of Company property, and after payment of all selling costs and expenses, the liquidator shall distribute the proceeds of such sales, and any Company property that is to be distributed in kind, to the following groups in the following order of priority:

(i) to satisfy Company liabilities to creditors, whether by payment or establishment of reserves; and

(ii) to the Members, in accordance with the positive balances in their respective Capital Accounts determined after allocating all items for all periods prior to and including the date of distribution.

All distributions required under this Section 10.4 shall be made to the Members by the end of the taxable year in which the liquidation occurs or, if later, within 90 days after the date of such liquidation.

(b) If the assets available for disposition pursuant to Section 10.4(a)(ii) are insufficient to dispose of all of the claims of a priority group, the available assets shall be distributed in proportion to the amounts owed to each creditor or the respective Capital Account balances of each Member in such group.

 

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10.5. Final Audit. Within a reasonable time following the completion of the liquidation (and, in all events, in full compliance with all applicable CFTC rules), the liquidator shall supply to each of the Members a statement that shall set forth the assets and the liabilities of the Company as of the date of complete liquidation and each Member’s portion of the distributions made pursuant to Section 10.4.

10.6. Deficit Capital Accounts. As contemplated by Section 4.4, notwithstanding anything to the contrary contained in this Agreement, and notwithstanding any custom or rule of law to the contrary, to the extent that the deficit, if any, in the Capital Account of any Member results from or is attributable to deductions and losses of the Company, or distributions of money pursuant to this Agreement to all Members in proportion to their respective Membership Interests, upon dissolution of the Company such deficit shall not be an asset of the Company and such Members shall not be obligated to contribute such amount to the Company to bring the balance of such Member’s Capital Account to zero.

ARTICLE XI

MISCELLANEOUS PROVISIONS

11.1. Approval of Administration Agreement. The Company and Preferred have entered into an Administrative Services Agreement with Preferred as contemplated by Section 6.3. Each Member herewith expressly approves and consents to such Agreement as a condition of such Member’s admission to the Company.

11.2. Interpretation. The Company has been formed with the specific intent of permitting the Members to consolidate their trading pursuant to the Campbell Financial, Metal & Energy Large Portfolio in accordance with the Securities and Exchange Commission No-Action Letter, The Managed Futures Association (publicly available July 15, 1996). This No-Action Letter contemplates that “commodity pools” such as the Members could consolidate their commodity interest trading through investing in entities such as the Company without thereby becoming subject to the Company Act. The terms and operations of the Company are intended to be, and are to be interpreted so as to be, in full compliance with the intent as well as the particular requirements of such No-Action Letter. Other than in respect of permitting such consolidated trading, the Members’ investment in the Company is intended to have no effect upon the Members which differs in any respect from their continuing to maintain individual Campbell Financial, Metal & Energy Large Portfolio trading accounts, and this Agreement is to be interpreted so as to achieve this result.

This Agreement shall be deemed to be amended ab initio in whatever manner it may be determined by Majority Vote of the Voting Members to be necessary or advisable to ensure compliance with the requirements of the foregoing No-Action Letter and that none of the Members, solely as a result of investing in the Company, has become an “investment company” within the meaning of the Company Act.

 

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11.3. “Commodity Pool” Status of the Company. It is unclear whether the CFTC will require the Company to report its operations on the basis that it is a “commodity pool” on a stand-alone basis, as opposed to having the respective attributable results of their investments in the Company reflected in the performance reports of the Members. Preferred, as administrator of the Company, shall be responsible, at Preferred’s own cost and expense, for all CFTC-required reporting of the Company, and shall ensure that the Company is operated in full compliance with all substantive requirements (as opposed to procedural or reporting requirements, which the CFTC might waive) relating to the operation of “commodity pools.”

11.4. Compliance with the “Blue Sky” Guidelines. The Voting Members are each “commodity pools” which were publicly offered in the United States and which, accordingly, were structured in respect of certain of their business terms so as to comply with the “Guidelines for the Registration of Commodity Pool Programs” (the “Guidelines”) promulgated by the North American Association of Securities Administrators, Inc. It is the express intent of all Members that the investment by the Voting Members in the Company, and the terms of this Agreement, in no respect whatsoever permit the Voting Members to act in a manner inconsistent with the Guidelines (except as may have been previously agreed to by a Voting Member with the state securities administrators, as reflected in such Voting Member’s constituent documents), and this Agreement is in all respects to be interpreted in a manner consistent with such intent.

11.5. Organizational and Maintenance Expenses. Preferred shall pay, without reimbursement from the Company or any Member, all organizational costs relating to the formation of the Company as well as all ongoing costs of maintaining the Company as a Delaware limited liability company and a foreign limited liability company (if and as applicable), in each case in good standing.

11.6. Counterparts. This Agreement may be executed in several counterparts, each of which will be deemed an original but all of which will constitute one and the same.

11.7. Entire Agreement. This Agreement (which refers to and must be interpreted in light of certain agreements among the respective Members, Preferred, Campbell and others as contemplated herein) constitutes the entire agreement among the parties hereto and contains all of the agreements among such parties with respect to the subject matter hereof. This Agreement supersedes any and all other agreements, either oral or written, between such parties with respect to the subject matter hereof.

11.8. Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

11.9. Amendment. Except as expressly provided to the contrary herein (for example, in Sections 5.1 and 6.6), this Agreement may be amended by, and only by, a written agreement executed by all Voting Members.

 

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11.10. Binding Effect. Subject to the provisions of this Agreement relating to transferability, this Agreement will be binding upon and shall inure to the benefit of the parties, and their respective distributees, heirs, successors and assigns.

11.11. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LOCAL, INTERNAL LAWS OF THE STATE OF DELAWARE; PROVIDED, HOWEVER, THAT CAUSES OF ACTION FOR VIOLATION OF THE FEDERAL OR STATE SECURITIES LAWS SHALL NOT BE GOVERNED BY THIS SECTION 11.11. IN PARTICULAR, THIS AGREEMENT IS INTENDED TO COMPLY WITH THE REQUIREMENTS OF THE ACT AND THE CERTIFICATE OF FORMATION. IN THE EVENT OF A DIRECT CONFLICT BETWEEN THE PROVISIONS OF THIS AGREEMENT AND THE MANDATORY PROVISIONS OF THE ACT OR ANY PROVISION OF THE CERTIFICATE OF FORMATION, THE ACT AND THE CERTIFICATE OF FORMATION, IN THAT ORDER OF PRIORITY, WILL CONTROL.

11.12. Effect of Waiver or Consent. A waiver or consent, express or implied, to or of any breach or default by any person in the performance by that person of its obligations with respect to the Company is not a consent or waiver to or of any other breach or default in the performance by that person of the same or any other obligations of that person with respect to the Company. Failure on the part of a person to complain of any act of any person or to declare any person in default with respect to the Company, irrespective of how long that failure continues, does not constitute a waiver by that person of its rights with respect to that default until the applicable statute-of-limitations period has run.

11.13. Further Assurances. In connection with this Agreement and the transactions contemplated hereby, each Member shall execute and deliver any additional documents and instruments and perform any additional acts that may be necessary or appropriate to effectuate and perform the provisions of this Agreement and such transactions. For greater certainty and not by way of limitation, each Member agrees to take all steps and perform such additional acts as the CFTC or the Securities and Exchange Commission, respectively, may deem to be necessary or appropriate in connection with the consolidation of the Members’ respective Campbell Financial, Metal & Energy Large Portfolio trading accounts into the sole trading account of the Company.

 

19


IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the year and date first above written, to be effective on the date first above written.

 

PREFERRED INVESTMENT SOLUTIONS CORP.,

not as a Member, but for the limited purposes set
forth herein

By:  

/s/ Esther E Goodman

Name:   Esther E Goodman
Title:   COO and EVP
* * * * * * * * *

WORLD MONITOR TRUST II SERIES F

 

WORLD MONITOR TRUST SERIES A

By:   Preferred Investment Solutions Corp., Managing Owner
  By:  

/s/ Esther E Goodman

  Name:   Esther E Goodman
  Title:   COO and EVP

 

20


Schedule I

MEMBERS AND INITIAL CAPITAL CONTRIBUTIONS

Initial Positions Transferred

Capital Contribution (see attached Cash schedule)

 

Member

   Initial Company
Percentage
   Non-Voting
Membership
Interest
   Voting Membership
Interest

World Monitor Trust Series A

   $      %    X

World Monitor Trust II Series F

   $      %    X

The address of all the Members is Preferred Investment Solutions Corp., 51 Weaver Street, Building One South, 2nd Floor, Greenwich, CT 06831; telephone: (203) 861-1000.

 

21

EX-10.11 4 dex1011.htm ADMINISTRATIVE SERVICES AGREEMENT DATED NOVEMBER 3, 2004 Administrative Services Agreement dated November 3, 2004

ADMINISTRATIVE SERVICES AGREEMENT

THIS AGREEMENT dated as of November 3, 2004 by and between WMT Campbell Pool L.L.C. (the “Company”) and Preferred Investment Solutions Corp. (“Preferred”).

WHEREAS, the Company has been formed in order to permit certain “commodity pools” to consolidate their trading pursuant to the Financial, Metal & Energy Large Portfolio of Campbell & Company, Inc. (“Campbell”) by investing as Members in the Company, which will open a single WMT Campbell Pool L.L.C. Account which will trade pursuant to the Financial, Metal & Energy Large Portfolio, rather than each Member maintaining individual trading accounts with Campbell in each such Member’s name; and

WHEREAS, the Company and Preferred desire to set forth and memorialize their agreement with respect to the administrative services to be provided by Preferred to the Company and the consideration to be paid to Preferred by the Company therefor.

NOW, THEREFORE, the parties hereto agree as follows:

1. Administrative Services; Delegation, Limitation of Liability. Preferred agrees to provide to the Company the administrative services set forth on Exhibit A hereto. Preferred may delegate its duties hereunder to its affiliates or to third-party service providers (each an “Additional Service Provider”). Preferred shall incur no liability with respect to administrative services provided to the Company by any Additional Service Provider, provided Preferred has exercised reasonable care in selecting such Additional Service Provider.

2. Fee. In consideration of the administrative services to be provided hereunder by Preferred to the Company, the Company shall pay to Preferred, in arrears, as of the end of each month, an administrative services fee in an amount to be agreed from time to time between the Company and Preferred to be equal to the aggregate amount of any and all out-of-pocket costs incurred by Preferred in connection with the performance of its obligations hereunder and the costs to Preferred associated with making its personnel available from time to time to perform such services, including salary and other overhead costs and expenses.

3. Limitation of Authority. This Agreement shall in no respect extend Preferred’s authority to act on behalf of or manage the Company beyond the authority to do so granted to Preferred in the Organization Agreement of the Company dated as of November 3, 2004.

4. Possible Role as “Commodity Pool Operator”. If required by the Commodity Futures Trading Commission, Preferred shall identify itself as and assume the role of “commodity pool operator” of the Company and shall assume full responsibility for all reporting and record-keeping compliance with respect thereto.

5. Liability of Covered Persons. Preferred and its affiliates and any officer, director, employee or agent of any of them (collectively, the “Covered Persons”) shall have no liability to the Company for any loss suffered by the Company which arises out of any action or inaction of such Covered Person in connection with the performance by Preferred of its


obligations and duties under this agreement undertaken in good faith in the reasonable belief that such course of conduct was in the best interests of the Company and such course of conduct did not constitute negligence or misconduct of such Covered Person.

6. Indemnification.

(a) Each Covered Person shall be indemnified by the Company against any losses, judgments, liabilities, expenses and amounts paid in settlement of any claims sustained by it in connection with such Covered Person’s services to the Company hereunder, provided that (i) such Covered Person was acting in good faith in the reasonable belief that such course of conduct was in the best interests of the Company and such liability or loss was not the result of negligence, misconduct or a breach of this Agreement on the part of such Covered Person and (ii) any such indemnification will only be recoverable from the assets of the Company.

(b) Expenses incurred in defending a threatened or pending civil, administrative or criminal action, suit or proceeding against any Covered Person shall be paid by the Company in advance of the final disposition of such action, suit or proceeding if (i) the legal action relates to the performance of duties or services by such Covered Person hereunder; (ii) the legal action is initiated by a third party who is not a member of the Company or the legal action is initiated by the Company and a court of competent jurisdiction specifically approves such advance; and (iii) such Covered Person undertakes to repay the advanced funds with interest to the Company in cases in which it is determined not to be entitled to indemnification under this Section 6.

7. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LOCAL, INTERNAL LAWS OF THE STATE OF DELAWARE; PROVIDED, HOWEVER, THAT CAUSES OF ACTION FOR VIOLATION OF THE FEDERAL OR STATE SECURITIES LAWS SHALL NOT BE GOVERNED BY THIS SECTION 5. IN PARTICULAR, THIS AGREEMENT IS INTENDED TO COMPLY WITH THE REQUIREMENTS OF THE DELAWARE LIMITED LIABILITY COMPANY ACT, 6 DEL. C. §18-101 ET SEQ. (THE “ACT”) AND THE CERTIFICATE OF FORMATION. IN THE EVENT OF A DIRECT CONFLICT BETWEEN THE PROVISIONS OF THIS AGREEMENT AND THE MANDATORY PROVISIONS OF THE ACT OR ANY PROVISION OF THE CERTIFICATE OF FORMATION, THE ACT AND THE CERTIFICATE OF FORMATION, IN THAT ORDER OF PRIORITY, WILL CONTROL

 

2


IN WITNESS WHEREOF, the undersigned have hereto duly set forth their hand.

 

PREFERRED INVESTMENT SOLUTIONS CORP.
  By:  

/s/ Esther E. Goodman

  Name:   Esther E. Goodman
  Title:   Chief Operating Officer and Senior Executive Vice President

 

 

WMT CAMPBELL POOL L.L.C.

BY ITS VOTING MEMBERS:

 

WORLD MONITOR TRUST II SERIES F

WORLD MONITOR TRUST SERIES A

By:  

Preferred Investment Solutions Corp.,

as sole Managing Owner of each of them

 

  By:  

/s/ Esther E. Goodman

  Name:   Esther E. Goodman
  Title:   Chief Operating Officer and Senior Executive Vice President

 

3


EXHIBIT A

ADMINISTRATIVE SERVICES TO BE PROVIDED BY PREFERRED

 

 

Tax and financial accounting services.

 

 

Such other administrative services as the Company may from time to time request.

EX-10.12 5 dex1012.htm AMENDMENT NO. 1 TO ORGANIZATION AGREEMENT DATED AUGUST 25, 2006 Amendment No. 1 to Organization Agreement dated August 25, 2006

AMENDMENT NO. 1

TO

OPERATING AGREEMENT

OF

WMT CAMPBELL POOL L.L.C.

AMENDMENT NO. 1 (this “Amendment”) dated as of August 25, 2006 by and WORLD MONITOR TRUST SERIES A (“Series A”), WORLD MONITOR TRUST II SERIES F (“Series F”) and WORLD MONITOR TRUST II SERIES D (“Series D”) to the Organization Agreement of WMT Campbell Pool L.L.C. dated as of November 3, 2004 (the “Agreement”).

WHEREAS, Series A and Series F are the sole members of WMT Campbell Pool L.L.C. (the “Company”), which was formed as a means of consolidating the commodity interest trading of Series A and Series F; and

WHEREAS, Series A desires to redeem in full its Voting Membership Interest in the Company and withdraw as a Voting Member of the Company; and

WHEREAS, Series D is no longer engaged in the distribution of its units of beneficial interest (or equivalent common equity securities); and

WHEREAS, Series D will be managed pursuant to the Campbell Financial, Metal & Energy Large Portfolio; and

WHEREAS, Series D desires to acquire a Voting Membership Interest in the Company and become a Voting Member of the Company; and

WHEREAS, Preferred Investment Solutions Corp. (“Preferred”), a “commodity pool operator” registered with the Commodity Futures Trading Commission is the sole managing owner of each of Series A, Series F and Series D and pursuant to Section 18-407 of the Delaware Limited Liability Company Act, 6 Del. C. §18-101 et seq. (the “Act”), Preferred has been delegated administrative authority over the operations of the Company; and

WHEREAS, World Monitor Trust (“WMT”) is designated as the Tax Matters Member of the Company and, because of the withdrawal of Series A from the Company, desires to withdraw as the Tax Matters Member of the Company; and

WHEREAS, World Monitor Trust II (“WMT-II”) desires to assume the role as Tax Matters Member of the Company.

NOW, THEREFORE, in consideration of the premises and of the mutual promises and agreements made herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree that the Agreement shall be amended as follows.

 

1


1. Effective close of business on August 25, 2006, Series A shall redeem in full its Voting Membership Interest in the Company and shall withdraw as a Voting Member of the Company.

2. Effective close of business on August 25, 2006, Series D shall acquire a Voting Membership Interest in the Company and shall become a Voting Member of the Company.

3. Effective close of business on August 25, 2006 (a) WMT withdraws as the Tax Matters Member of the Company and (b) WMT-II is designated the Tax Matters Member of the Company.

4. All other provisions of the Agreement shall remain in full force and effect.

5. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LOCAL, INTERNAL LAWS OF THE STATE OF DELAWARE; PROVIDED, HOWEVER, THAT CAUSES OF ACTION FOR VIOLATION OF THE FEDERAL OR STATE SECURITIES LAWS SHALL NOT BE GOVERNED BY THIS SECTION. IN PARTICULAR, THIS AMENDMENT IS INTENDED TO COMPLY WITH THE REQUIREMENTS OF THE ACT AND THE CERTIFICATE OF FORMATION OF THE COMPANY. IN THE EVENT OF A DIRECT CONFLICT BETWEEN THE PROVISIONS OF THIS AMENDMENT AND THE MANDATORY PROVISIONS OF THE ACT OR ANY PROVISION OF THE CERTIFICATE OF FORMATION, THE ACT AND THE CERTIFICATE OF FORMATION, IN THAT ORDER OF PRIORITY, WILL CONTROL.

6. This Amendment may be executed in several counterparts, each of which will be deemed an original but all of which will constitute one and the same.

[REMAINDER OF THE PAGE INTENTIONALLY LEFT BLANK]

 

2


IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the year and date first above written, to be effective on the date first above written.

 

WORLD MONITOR TRUST SERIES A
By:  

Preferred Investment Solutions Corp.,

its Managing Owner

  By:  

/s/ Esther E. Goodman

  Name:   Esther E Goodman
  Title:  

Senior Executive Vice President and

Chief Operating Officer

WORLD MONITOR TRUST II SERIES F
By:  

Preferred Investment Solutions Corp.,

its Managing Owner

  By:  

/s/ Esther E. Goodman

  Name:   Esther E Goodman
  Title:  

Senior Executive Vice President and

Chief Operating Officer

WORLD MONITOR TRUST II SERIES D
By:   Preferred Investment Solutions Corp., its Managing Owner
  By:  

/s/ Esther E. Goodman

  Name:   Esther E Goodman
  Title:  

Senior Executive Vice President and

Chief Operating Officer

 

3

EX-13.1 6 dex131.htm REGISTRANT'S 2006 ANNUAL REPORT Registrant's 2006 Annual Report

WORLD MONITOR TRUST II – SERIES F

ANNUAL REPORT

December 31, 2006


WORLD MONITOR TRUST II – SERIES F

The financial statements are comprised of Section I, containing the financial statements of World Monitor Trust II – Series F as of December 31, 2006 and 2005, and for the years ended December 31, 2006, 2005 and 2004, and Section II, containing the financial statements of WMT Campbell Pool L.L.C. as of December 31, 2006 and 2005 and for the years ending December 31, 2006, 2005 and the period December 6, 2004 (commencement of operations) to December 31, 2004.

SECTION I

 

     PAGES

Report of Independent Registered Public Accounting Firm – Deloitte & Touche LLP

   1

Report of Independent Registered Public Accounting Firm – Arthur F. Bell, Jr. & Associates, L.L.C.

   2

Financial Statements

  

Statements of Financial Condition

   3

Statements of Operations

   4

Statements of Changes in Trust Capital

   5

Notes to Financial Statements

   6 – 14

SECTION II

Financial statements of WMT Campbell Pool L.L.C. as of

December 31, 2006 and 2005 and for the years ending December 31, 2006, 2005 and

the period December 6, 2004 (commencement of operations) to December 31, 2004.


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Managing Owner and Limited Owners of

World Monitor Trust II – Series F

We have audited the accompanying statements of financial condition of World Monitor Trust II – Series F (the “Trust”) as of December 31, 2006 and 2005, and the related statements of operations and changes in trust capital for the two years in the period then ended. These financial statements are the responsibility of the Trust’s management. Our responsibility is to express an opinion on these financial statements based on our audits. The statement of operations and statement of changes in trust capital for the year ended December 31, 2004 were audited by another auditor whose report dated March 25, 2005 expressed an unqualified opinion on those statements.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Trust is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Trust’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also 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 management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of World Monitor Trust II – Series F at December 31, 2006 and 2005, and the results of its operations and changes in its trust capital for the two years in the period then ended in conformity with accounting principles generally accepted in the United States of America.

Deloitte & Touche LLP

March 28, 2007


LOGO

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Managing Owner and Limited Owners of

World Monitor Trust II – Series F

We have audited the accompanying statements of operations and changes in trust capital of World Monitor Trust II – Series F for the year ended December 31, 2004. These financial statements are the responsibility of the Trust’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Trust is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Trust’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the results of operations and changes in trust capital of World Monitor Trust II – Series F for the year ended December 31, 2004, in conformity with U.S. generally accepted accounting principles.

/s/ Arthur F. Bell, Jr. & Associates, L.L.C.

Hunt Valley, Maryland

March 25, 2005


WORLD MONITOR TRUST II – SERIES F

STATEMENTS OF FINANCIAL CONDITION

December 31, 2006 and 2005

 

     2006    2005
ASSETS      

Cash in commodity trading accounts

   $ 227,349    $ 405,744

Investment in WMT Campbell Pool L.L.C. (99.86% and 99.57% of net asset value, respectively)

     30,437,482      36,596,444

Redemption receivable from WMT Campbell Pool L.L.C.

     77,559      279,989

Accounts receivable

     10,220      0
             

Total assets

   $ 30,752,610    $ 37,282,177
             
LIABILITIES      

Accrued expenses

   $ 51,258    $ 72,190

Commissions and other transaction fees payable

     179,987      224,437

Incentive fee payable

     0      1,631

Redemption payable

     42,389      228,956
             

Total liabilities

     273,634      527,214
             
TRUST CAPITAL      

Limited interests (186,888.821 and 231,089.673 interests outstanding) at December 31, 2006 and 2005, respectively.

     30,174,948      36,375,919

Managing Owner interests (1,883 and 2,408 interests outstanding) at December 31, 2006 and 2005, respectively.

     304,028      379,044
             

Total trust capital

     30,478,976      36,754,963
             

Total liabilities and trust capital

   $ 30,752,610    $ 37,282,177
             

Net Asset Value per Limited and Managing Owner Interest

 

2006

    

December 31,

2005

 

2004

$161.46

     $157.41   $143.69
            

See accompanying notes.

 

-3-


WORLD MONITOR TRUST II – SERIES F

STATEMENTS OF OPERATIONS

For the Years Ended December 31, 2006, 2005 and 2004

 

     2006     2005     2004  

NET INCOME FROM TRUST OPERATIONS:

      

REVENUES

      

Realized

   $ 0     $ (13,519 )   $ 9,843,539  

Change in unrealized

     0       14,245       (2,187,012 )

Interest income

     12,568       9,818       536,027  
                        

Total revenues

     12,568       10,544       8,192,554  
                        

EXPENSES

      

Brokerage commissions and other transaction fees

     1,948,352       2,258,446       2,793,900  

Management fees

     0       0       832,901  

Incentive fees

     0       1,631       1,869,690  

General and administrative

     257,883       145,873       284,658  
                        

Total expenses

     2,206,235       2,405,950       5,781,149  
                        

General and administrative expense borne by the Managing Owner and its affiliates

     (10,220 )     0       0  
                        

Net expenses

     2,196,015       2,405,950       5,781,149  
                        

NET INCOME (LOSS) FROM TRUST OPERATIONS

     (2,183,447 )     (2,395,406 )     2,411,405  
                        

NET INCOME/(LOSS) ALLOCATED FROM WMT CAMPBELL POOL L.L.C.:

      

REVENUES

      

Realized

     (1,439,631 )     6,205,301       (150,540 )

Change in unrealized

     3,450,774       (620,885 )     (609,080 )

Interest income

     1,590,139       1,171,788       37,190  
                        

Total revenues

     3,601,282       6,756,204       (722,430 )
                        

EXPENSES

      

Brokerage commissions and other transaction fees

     95,876       185,316       23,265  

Management fee

     646,939       750,884       59,979  
                        

Total expenses

     742,815       936,200       83,244  
                        

NET INCOME (LOSS) ALLOCATED FROM WMT CAMPBELL POOL L.L.C.

     2,858,467       5,820,004       (805,674 )
                        

NET INCOME

   $ 675,020     $ 3,424,598     $ 1,605,731  
                        

NET INCOME PER WEIGHTED AVERAGE LIMITED AND MANAGING OWNER INTEREST

      

Net income per weighted average limited and Managing Owner interest

   $ 3.24     $ 13.48     $ 5.31  
                        

Weighted average number of limited and Managing Owner interests outstanding

     208,545       253,984       302,585  
                        

See accompanying notes.

 

-4-


WORLD MONITOR TRUST II – SERIES F

STATEMENTS OF CHANGES IN TRUST CAPITAL

For the Years Ended December 31, 2006, 2005 and 2004

 

     Interests     Limited
Interests
    Managing Owner
Interests
    Total  

Trust capital at December 31, 2003

   338,562.309     $ 46,675,319     $ 471,939     $ 47,147,258  

Redemptions

   (67,769.116 )     (9,755,584 )     (86,845 )     (9,842,429 )

Net income for the year ended December 31, 2004

       1,589,352       16,379       1,605,731  
                              

Trust capital at December 31, 2004

   270,793.193       38,509,087       401,473       38,910,560  

Contributions

   52.464       8,642       0       8,642  

Redemptions

   (37,347.984 )     (5,529,361 )     (59,476 )     (5,588,837 )

Net income for the year ended December 31, 2005

       3,387,551       37,047       3,424,598  
                              

Trust capital at December 31, 2005

   233,497.673       36,375,919       379,044       36,754,963  

Redemptions

   (44,725.852 )     (6,869,294 )     (81,713 )     (6,951,007 )

Net income for the year ended December 31, 2006

       668,323       6,697       675,020  
                              

Trust capital at December 31, 2006

   188,771.821     $ 30,174,948     $ 304,028     $ 30,478,976  
                              

See accompanying notes.

 

-5-


WORLD MONITOR TRUST II – SERIES F

NOTES TO FINANCIAL STATEMENTS

Note 1. ORGANIZATION

 

  A. General Description of the Trust

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 Third Amended and Restated Declaration of Trust and Trust Agreement (the “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 term (“Managing Owner”), as used herein, refers to Prudential Securities Futures Management Inc. (“PSFM”) up to September 30, 2004. As of October 1, 2004, Preferred Investment Solutions Corp. (“Preferred”) acquired from Prudential Securities Group Inc. (“PSG”) all of the outstanding stock of PSFM. Immediately after such acquisition, PSFM was merged with and into Preferred. Accordingly, as of October 1, 2004 all of the board of directors and officers of PSFM resigned. Following Preferred’s acquisition of PSFM and its merger with and into Preferred, Preferred became the successor Managing Owner of Series F.

Effective December 6, 2004, World Monitor Trust II Series F (“Series F”) contributed its net assets to WMT Campbell Pool L.L.C. (the “Company”) and received a Voting Membership Interest in the Company. The Company was formed to function as an aggregate trading vehicle. The sole members of the Company are Series F and World Monitor Trust II Series D (“Series D”). Preferred is the Managing Owner of the Company and has been delegated administrative authority over the operations of the Company. The Company engages in the speculative trading of futures and forwards contracts. The financial statements of the Company, including the condensed schedule of investments, are included in Section II of these financial statements and should be read in conjunction with Series F’s financial statements.

 

  B. Regulation

As a registrant with the Securities and Exchange Commission, the Trust is subject to the regulatory requirements under the Securities Act of 1933 and the Securities Exchange Act of 1934. As a commodity pool, the Trust is subject to the regulations of the Commodity Futures Trading Commission, an agency of the United States (U.S.) government which regulates most aspects of the commodity futures industry; rules of the National Futures Association, an industry self-regulatory organization; and the requirements of the various commodity exchanges where the Trust executes transactions. Additionally, the Trust is subject to the requirements of the futures commission merchants (brokers) and interbank market makers through which the Trust trades.

 

-6-


WORLD MONITOR TRUST II – SERIES F

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

Note 1. ORGANIZATION (CONTINUED)

 

  C. The Offering

Up to $50,000,000 of Limited Interests in each Series (“Limited Interests”) were being offering (totaling $150,000,000) (“Subscription Maximum”), until each Series’ Subscription Maximum was met either through sale or exchange or until the Managing Owner suspended the offering of Limited Interests as discussed below. Interests were offered to investors who met 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 was $1,000. General Interests were sold exclusively to the Managing Owner. Limited Interests and General Interests are sometimes referred to as “Interests”.

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. Series F completed its initial offering March 1, 2000 with gross proceeds of $5,185,012, which was fully allocated to commodities trading. Series E and F’s interests were offered until they substantially achieved their subscription maximum of $50,000,000 on the sale of Limited Interests 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 may not be offered or exchanged.

The Managing Owner is required to maintain at least 1% interest in the capital, profits and losses of each Series so long as it is acting as the Managing Owner.

 

  D. 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 F, entered into an advisory agreement with Campbell & Company, Inc. (the “Trading Advisor”) to make the trading decisions for Series F.

Effective December 6, 2004, the Managing Owner terminated the advisory agreement with the Trading Advisor concurrent with Series F’s investment in the Company.

 

-7-


WORLD MONITOR TRUST II – SERIES F

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

Note 1. ORGANIZATION (CONTINUED)

 

  E. Exchanges, Redemptions and Termination

Interests owned in one series of the Trust (Series D, E and 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. Future redemptions will impact the amount of funds available for investment in commodity contracts in subsequent periods.

Redemptions are permitted on a weekly basis.

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 and redemptions, declines by 50% or more since the commencement of trading activities or the first day of a fiscal year, the Series will automatically terminate.

Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

  A. Basis of Accounting

The financial statements of Series F 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 assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Commodity futures and forward transactions are reflected in the accompanying statements of financial condition on trade date. Net unrealized gain or loss on open contracts (the difference between contract trade price and market price) is reflected in the statement of financial condition in accordance with Financial Accounting Standards Board Interpretation No. 39 – “Offsetting of Amounts Related to Certain Contracts.” 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. Any change in net unrealized gain or loss during the current period is reported in the statement of operations. Realized gains and losses on commodity transactions are recognized in the period in which the contracts are closed.

 

-8-


WORLD MONITOR TRUST II – SERIES F

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

  A. Basis of Accounting (Continued)

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 redeemed based on their respective time outstanding during such period.

Series F 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 F 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 F. Series F 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.

The SEC Staff Accounting Bulletin 108 (“SAB 108”) “Considering the Effects of Prior Year Misstatements When Quantifying Misstatements in Current Year Financial Statements”, which provides guidance on quantifying and evaluating the materiality of unrecorded misstatements. It is effective for the first annual period ending after November 15, 2006. Preferred as Managing Owner of Series F has evaluated the impact, if any, the implementation of SAB 108 may have on its financial statements. In Preferred’s opinion, no material unrecorded misstatements are in existence as of December 31, 2006 that would require a cumulative effect adjustment to the financial statements.

In July 2006, the Financial Accounting Standards Board (“FASB”) issued FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes - an interpretation of FASB Statement No. 109” (“FIN 48”), which clarifies the accounting for uncertainty in tax positions. FIN 48 requires that Series F recognize in its financial statements, the impact of a tax position if that position is more likely than not of being sustained on audit, based on the technical merits of the position. The provisions of FIN 48 are effective for fiscal years beginning after December 15, 2006, with the cumulative effect of the change in accounting principle recorded as an adjustment to opening retained earnings. Preferred as Managing Owner of Series F has evaluated the impact of adopting FIN 48 on Series F’s financial statements. In Preferred’s opinion as of December 31, 2006 FIN 48 has no material impact on Series F, as Series F’s tax position is based on established tax precedence for the tax treatment of investment partnerships as flow through tax entities.

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”, which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The provisions of SFAS No. 157 are effective for fiscal years beginning after November 15, 2007. Series F is currently evaluating the impact of adopting SFAS No. 157 on its financial statements. At this time, the impact to Series F’s financial statements has not been determined.

 

-9-


WORLD MONITOR TRUST II – SERIES F

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

  A. Basis of Accounting (Continued)

Cash represents amounts deposited with clearing brokers, a portion of which are restricted for purposes of meeting margin requirements, which typically range from 0% to 35% of the notional amounts of the derivatives traded. Series F receives interest on all cash balances held by the clearing brokers at prevailing rates.

 

  B. Income Taxes

Series F is treated as a partnership for Federal income tax purposes. As such, Series F 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 F may be subject to other state and local taxes in jurisdictions in which it operates.

 

  C. Investment in WMT Campbell Pool L.L.C.

The investment in the Company is reported in Series F’s statement of financial condition at the net asset value as reported by the Company. Series F records its proportionate share of the Company’s income or loss in the statement of operations. Valuation of futures contracts by the Company is discussed in the notes to the Company’s financial statements included in Section II of this report.

 

  D. Profit and Loss Allocations and Distributions

Series F 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. The Managing Owner has not and does not presently intend to make any distributions.

 

  E. Foreign Currency Transaction

Series F’s functional currency is the U.S. dollar; however, it transacts business in currencies other than the U.S. dollar. Assets and liabilities denominated in currencies other then the U.S. dollar are translated into U.S. dollars at the rates in effect at the date of the statement of financial condition. Income and expense items denominated in currencies other than U.S. dollars are translated into U.S. dollars at the rates in effect during the period. Gains and losses resulting from the translation to U.S. dollars are reported in operations currently.

Note 3. FEES

 

  A. Organizational and General and Administrative Costs

Prudential Equity Group Inc. (“PEG”) or its affiliates paid the costs of organizing Series F and offering its Limited Interests and continued to pay the administrative costs incurred by the Managing Owner or its affiliates for services they performed for Series F through September 30, 2004. For the period October 1, 2004 to December 31, 2004, Preferred paid all administrative costs for services it performed for Series F. Under the WMT Campbell Pool L.L.C. Organization Agreement, Preferred may allocate administrative costs of the Company to Series F. Other administrative costs include, but are not limited to, those costs discussed in Note 4 below.

 

-10-


WORLD MONITOR TRUST II – SERIES F

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

Note 3. FEES (CONTINUED)

 

  A. Organizational and General and Administrative Costs (Continued)

Routine legal, audit, postage, and other routine third party administrative costs are paid by directly by Series F. To the extent that general and administrative costs incurred by Series F exceed 1.5% of Series F’s net asset value during the year (with a maximum of 0.5% attributable to other than legal and audit expenses) such amounts will be borne by the Managing Owner and its affiliates.

 

  B. Management and Incentive Fees

Prior to December 6, 2004, Series F paid its Trading Advisor a management fee at an annual rate of 2% of Series F’s net asset value allocated to its management. The management fee is determined weekly and the sum of such weekly amounts is paid monthly. Prior to December 6, 2004, Series F also paid its Trading Advisor a quarterly incentive fee equal to 22% of such Trading Advisor’s “New High Net Trading Profits” which was accrued weekly (as defined in the advisory agreement).

Effective with Series F’s investment in the Company on December 6, 2004, Series F is allocated its proportionate share of the Company’s management fees on a pro rata basis based on Series F’s pro rata capital in the Company. Incentive fees are based on each partner’s profit and loss, net of any loss carry forward, at each partner’s respective fund level.

 

  C. Commissions

Prior to January 1, 2004, PSFM as Managing Owner, and the Trust entered into a brokerage agreement with PEG to act as commodity broker for each Series whereby Series F pays a fixed fee for brokerage services rendered at an annual rate of 6% of Series F’s net asset value. The fee is determined weekly and the sum of such weekly amounts is paid monthly. Series F is also obligated to pay all floor brokerage expenses, give-up charges and NFA, clearing and exchange fees incurred in connection with Series F’s commodity trading activities.

On January 1, 2004, PEG, a wholly owned subsidiary of PSG, transferred its Global Derivatives Division to Prudential Financial Derivatives LLC (“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 F to PFD, a properly qualified futures commission merchant.

On October 1, 2004, an agreement was executed between Preferred and PFD which amended and restated the brokerage commissions which were previously paid to PFD, excluding transaction fees which will be paid to PFD. The agreement incorporates the previous PFD brokerage agreement’s terms, including the total fees paid by Series F.

Effective with Series F’s investment in the Company on December 6, 2004, Series F is allocated its proportionate share of the Company’s PFD transaction based fees on a pro rata basis based on Series F’s pro rata capital in the Company. Series F continues to pay a fixed fee equal to 6% of its net asset value directly to the Managing Owner.

 

-11-


WORLD MONITOR TRUST II – SERIES F

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

Note 4. RELATED PARTIES

Series F reimburses the Managing Owner or its affiliates for services they perform for Series F 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 F’s net asset value during the year (with a maximum of 0.5% attributable to other than legal and audit expenses) such amounts are borne by the Managing Owner and its affiliates. Because general and administrative expenses exceeded such limitations in 2006, a portion of the expenses related to services provided by the Managing Owner for Series F, during the year ended December 31, 2006 were borne by the Managing Owner and its affiliates.

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

 

     2006     2005    2004

Commissions

   $ 1,948,352     $ 2,255,022    $ 2,659,997

General and administrative

     28,360       16,311      181,984
                     
   $ 1,976,712     $ 2,271,333    $ 2,841,981
                     

General and administrative expenses borne by the Managing Owner and its affiliates

     (10,220 )     0      0
                     
   $ 1,966,492     $ 2,271,333    $ 2,841,981
                     

Expenses payable to the Managing Owner and its affiliates as of December 31, 2006 and 2005 were $186,385 and $224,437, respectively.

All of the proceeds of the offering of Series F were received in the name of Series F and were deposited in trading or cash accounts at PEG. Prior to January 1, 2004, Series F’s assets were maintained with PEG for margin purposes and PEG credited Series F monthly with 100% of the interest earned on the average net assets in Series F’s account. Effective January 1, 2004, Series F’s assets are maintained with PFD and PFD credits Series F monthly with 100% of the interest it earns on the average net assets in Series F’s account.

Series F, acting through its investment in the Company, may execute over-the-counter, spot, forward and/or option foreign exchange transactions with its broker. The respective broker 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. Prior to December 6, 2004, over-the-counter currency transactions were conducted between PFD and Series F pursuant to a line of credit.

Note 5. INVESTMENT IN WMT CAMPBELL POOL L.L.C.

Effective December 6, 2004, Series F invested a substantial portion of its assets in the Company. Series F’s investment in the Company represents approximately 69.69% and 94% of the net asset value of the Company at December 31, 2006 and 2005, respectively. The investment in the Company is subject to the Organization Agreement of the Company. The Company entered into an advisory agreement with Campbell & Company, Inc. (the “Company’s Trading Advisor”) to make the trading decisions for the Company. The Company’s Trading Advisor manages approximately 100% of the assets of the Company pursuant to its Financial, Metal & Energy Large Portfolio. Series F records its proportionate share of each item of income and expense from the investment in the Company in the statement of operations.

 

-12-


WORLD MONITOR TRUST II – SERIES F

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

Note 5. INVESTMENT IN WMT CAMPBELL POOL L.L.C. (CONTINUED)

Summarized information for Series F investment in the Company is as follows:

 

     Net Asset Value
January 1, 2006
   Investments   

Gain/

(Loss)

   Redemption     Net Asset Value
December 31, 2006

WMT Campbell Pool L.L.C.

   $ 36,596,444    $ 150,000    $ 2,858,467    $ (9,167,429 )   $ 30,437,482
                                   
     Net Asset Value
January 1, 2005
   Investments   

Gain/

(Loss)

   Redemption     Net Asset Value
December 31, 2005

WMT Campbell Pool L.L.C.

   $ 38,915,521    $ 0    $ 5,820,004    $ (8,139,081 )   $ 36,596,444
                                   

Series F may make additional contributions to, or redemptions from, the Company on a weekly basis.

Note 6. INCOME TAX REPORTING

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

Note 7. DERIVATIVE INSTRUMENTS AND ASSOCIATED RISKS

Series F’s investment in the Company is subject to the market and credit risks of the futures contracts, options on futures contracts, forward currency contracts and other financial instruments held or sold short by the Company. Series F bears the risk of loss only to the extent of the market value of its investments and, in certain specific circumstances, distributions and redemptions received.

Series F has cash on deposit with financial institutions. In the event of a financial institution’s insolvency, recovery of cash on deposit may be limited to account insurance or other protection afforded such deposits. The Managing Owner has established procedures to actively monitor market risk and minimize credit risk, although there can be no assurance that it will, in fact, succeed in doing so. The Unitholders bear the risk of loss only to the extent of the market value of their respective investments and, in certain specific circumstances, distributions and redemptions received.

Series F’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 F all assets of Series F relating to domestic futures trading and is not allowed to commingle such assets with its other assets. At December 31, 2006 and 2005, such segregated assets totaled $85,612 and $348, respectively. Part 30.7 of the CFTC regulations also requires Series F’s futures commission merchant to secure assets of Series F related to foreign futures trading which totaled $0 and $0 at December 31, 2006 and 2005, respectively. There are no segregation requirements for assets related to forward trading.

 

-13-


WORLD MONITOR TRUST II – SERIES F

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

Note 8. FINANCIAL HIGHLIGHTS

The following information presents per interest operating performance data and other supplemental financial data for the years ended December 31, 2006, 2005 and 2004. This information has been derived from information presented in the financial statements.

 

     2006     2005     2004  

Per Interest Performance

      
(for an interest outstanding throughout the entire year)       

Net asset value per interest at beginning of year

   $ 157.41     $ 143.69     $ 139.26  
                        

Net realized gain and change in net unrealized gain on commodity transactions (1), (3)

     10.50       22.22       21.88  

Interest income (1), (3)

     7.69       4.65       1.89  

Expenses (1), (3)

     (14.14 )     (13.15 )     (19.34 )
                        

Net increase for the year

     4.05       13.72       4.43  
                        

Net asset value per interest at end of year

   $ 161.46     $ 157.41     $ 143.69  
                        

Total Return

      

Total return before incentive fees

     2.57 %     9.55 %     6.84 %

Incentive fees

     0.00 %     0.00 %     (3.66 )%
                        

Total return after incentive fees

     2.57 %     9.55 %     3.18 %
                        

Supplemental Data

      

Ratios to average net asset value:(3)

      

Net investment (loss) before incentive fees (2)

     (4.16 )%     (5.77 )%     (7.91 )%

Incentive fees

     0.00 %     0.00 %     (3.66 )%
                        

Net investment (loss) after incentive fees

     (4.16 )%     (5.77 )%     (11.57 )%
                        

Interest income

     4.95 %     3.16 %     1.31 %
                        

Incentive fees

     0.00 %     0.00 %     3.66 %

Other expenses

     9.11 %     8.93 %     9.10 %
                        

Total expenses

     9.11 %     8.93 %     12.76 %
                        

Total returns are calculated based on the change in value of an interest during the year. An individual interestholder’s total returns and ratios may vary from the above total returns and ratios based on the timing of additions and redemptions.


(1)

Interest income per interest and expenses per interest are calculated by dividing interest income and expenses by the weighted average number of interests outstanding during the period. Net realized gain and change in net unrealized gain on commodity transactions is a balancing amount necessary to reconcile the change in net asset value per interest with the other per interest information.

(2)

Represents interest income less total expenses (exclusive of incentive fee).

(3)

For the year ended December 31, 2006 and 2005, includes the Trust’s proportionate share of income and expenses of WMT Campbell Pool L.L.C.

 

-14-


SECTION II


WMT CAMPBELL POOL L.L.C.

ANNUAL REPORT

December 31, 2006


WMT CAMPBELL POOL L.L.C.

TABLE OF CONTENTS

 

     PAGES

Independent Auditor’s Report – Deloitte & Touche LLP

   3

Independent Auditor’s Report – Arthur F. Bell, Jr. & Associates, L.L.C.

   4

Financial Statements

  

Statements of Financial Condition

   5

Condensed Schedule of Investments

   6

Statements of Operations

   7

Statements of Changes in Members’ Capital (Net Asset Value)

   8

Notes to Financial Statements

   9 – 14


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Managing Owner and Limited Owners of

WMT Campbell Pool L.L.C.

We have audited the accompanying statements of financial condition, including the condensed schedule of investments, of WMT Campbell Pool L.L.C. (the “Trust”) as of December 31, 2006 and 2005, and the related statements of operations and changes in trust capital for the two years in the period then ended. These financial statements are the responsibility of the Trust’s management. Our responsibility is to express an opinion on these financial statements based on our audits. The statement of operations and statement of changes in trust capital for the period December 6, 2004 to December 31, 2004 were audited by another auditor whose report dated March 25, 2005 expressed an unqualified opinions on those statements.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Trust is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Trust’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also 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 management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of WMT Campbell Pool L.L.C. at December 31, 2006 and 2005, and the results of its operations and changes in its trust capital for the two years in the period then ended in conformity with accounting principles generally accepted in the United States of America.

Deloitte & Touche LLP

March 28, 2007

 

-3-


LOGO

INDEPENDENT AUDITOR’S REPORT

To the Managing Owner and Members of

WMT Campbell Pool L.L.C.

We have audited the accompanying statements of operations and changes in members’ capital (net asset value) for the period December 6, 2004 (commencement of operations) to December 31, 2004. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the results of operations and changes in members’ capital (net asset value) of WMT Campbell Pool L.L.C. for the period December 6, 2004 (commencement of operations) to December 31, 2004, in conformity with accounting principles generally accepted in the United States of America.

/s/ Arthur F. Bell, Jr. & Associates, L.L.C.

Hunt Valley, Maryland

March 25, 2005

 

-4-


WMT CAMPBELL POOL L.L.C.

STATEMENTS OF FINANCIAL CONDITION

December 31, 2006 and 2005

 

     2006    2005  

ASSETS

     

Equity in broker trading accounts

     

Cash in commodity trading accounts

   $ 41,273,244    $ 40,427,991  

Interest receivable

     119,428      0  

Net unrealized gain (loss) on open contracts

     2,624,455      (1,270,180 )
               

Total assets

   $ 44,017,127    $ 39,157,811  
               

LIABILITIES

     

Commissions payable

   $ 3,589    $ 5,377  

Management fee payable

     86,212      78,910  

Redemptions payable

     252,167      316,109  
               

Total liabilities

     341,968      400,396  
               

MEMBERS’ CAPITAL (Net Asset Value)

     

Member A

     0      2,160,971  

Member D

     13,237,677      0  

Member F

     30,437,482      36,596,444  
               

Total members’ capital (Net Asset Value)

     43,675,159      38,757,415  
               

Total liabilities and members’ capital

   $ 44,017,127    $ 39,157,811  
               

See accompanying notes.

 

-5-


WMT CAMPBELL POOL L.L.C.

CONDENSED SCHEDULE OF INVESTMENTS

December 31, 2006 and 2005

 

     2006     2005  
     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         

Futures contracts purchased:

        

Commodities

   (1.14 )%   $ (499,055 )   (0.88 )%   $ (340,904 )

Interest rates

   (0.11 )%     (46,217 )   0.03 %     13,407  

Stock indices

   1.17 %     509,839     (0.06 )%     (24,587 )
                            

Net unrealized (loss) on futures contracts purchased

   (0.08 )%     (35,433 )   (0.91 )%     (352,084 )
                            

Futures contracts sold:

        

Commodities

   0.10 %     45,153     0.00 %     0  

Interest rates

   2.67 %     1,164,767     0.67 %     258,268  

Stock indices

   0.00 %     0     (0.02 )%     (9,379 )
                            

Net unrealized gain on futures contracts sold

   2.77 %     1,209,920     0.65 %     248,889  
                            

Net unrealized gain (loss) on futures contracts

   2.69 %   $ 1,174,487     (0.26 )%   $ (103,195 )
                            
Forward Contracts         

Forward contracts purchased:

        

Net unrealized (loss) on forward contracts purchased

   (1.64 )%   $ (717,310 )   (2.71 )%   $ (1,048,402 )
                            

Forward contracts sold:

        

Net unrealized gain (loss) on forward contracts sold

   4.96 %     2,167,278     (0.30 )%     (118,583 )
                            

Net unrealized gain (loss) on forward contracts

   3.32 %   $ 1,449,968     (3.01 )%   $ (1,166,985 )
                            

Net unrealized gain (loss) on futures and forward contracts

     $ 2,624,455       $ (1,270,180 )
                    

See accompanying notes.

 

-6-


WMT CAMPBELL POOL L.L.C.

STATEMENTS OF OPERATIONS

For the Years Ended December 31, 2006 and 2005 and

For the Period December 6, 2004 (commencement of operations) to December 31, 2004

 

     2006     2005     2004  

REVENUES

      

Realized

   $ (965,849 )   $ 6,569,223     $ (161,686 )

Change in unrealized

     3,894,635       (612,919 )     (657,261 )

Interest income

     1,789,964       1,249,612       40,442  
                        

Total revenues

     4,718,750       7,205,916       (778,505 )
                        

EXPENSES

      

Commissions

     108,587       197,880       25,092  

Management fee

     727,362       801,735       64,650  
                        

Total expenses

     835,949       999,615       89,742  
                        

NET INCOME (LOSS)

   $ 3,882,801     $ 6,206,301     $ (868,247 )
                        

See accompanying notes.

 

-7-


WMT CAMPBELL POOL L.L.C.

STATEMENTS OF CHANGES IN MEMBERS’ CAPITAL (NET ASSET VALUE)

For the Years Ended December 31, 2006 and 2005 and

For the Period December 6, 2004 (commencement of operations) to December 31, 2004

 

     Members’ Capital  
     Member A     Member D     Member F     Total  

Balances at December 6, 2004 (commencement of operations)

   $ 0     $ 0     $ 0     $ 0  

Additions

     3,100,000       0       39,975,000       43,075,000  

Net (loss) for the period December 6, 2004 (commencement of operations) to December 31, 2004

     (62,573 )     0       (805,674 )     (868,247 )

Redemptions

     (56,661 )     0       (253,805 )     (310,466 )
                                

Balances at December 31, 2004

     2,980,766       0       38,915,521       41,896,287  

Net income for the year ended December 31, 2005

     386,297       0       5,820,004       6,206,301  

Redemptions

     (1,206,092 )     0       (8,139,081 )     (9,345,173 )
                                

Balances at December 31, 2005

     2,160,971       0       36,596,444       38,757,415  

Net income for the year ended December 31, 2006

     15,337       1,008,997       2,858,467       3,882,801  

Subscriptions

     0       13,143,305       150,000       13,293,305  

Redemptions

     (2,176,308 )     (914,625 )     (9,167,429 )     (12,258,362 )
                                

Balances at December 31, 2006

   $ 0     $ 13,237,677     $ 30,437,482     $ 43,675,159  
                                

See accompanying notes.

 

-8-


WMT CAMPBELL POOL L.L.C.

NOTES TO FINANCIAL STATEMENTS

Note 1. ORGANIZATION

 

  A. General Description of the Company

WMT Campbell Pool L.L.C. (the “Company”) is a limited liability company organized under the laws of Delaware on November 3, 2004 and commenced trading operations on December 6, 2004. The Company was formed to engage in the speculative trading of a diversified portfolio of futures contracts, options on futures contracts and forward currency contracts and may, from time to time, engage in cash and spot transactions. Preferred Investment Solutions Corp. (“Preferred”) is the Managing Owner of the Company. The Company currently consists of two members: World Monitor Trust – Series D (“Member D”) and World Monitor Trust II – Series F (“Member F”) (collectively, the “Members”). World Monitor Trust – Series A (“Member A”) redeemed all of its membership interests in the Company as of August 25, 2006. Preferred is also the Managing Owner of each of the Members. Upon making the initial capital contribution, each Member received Voting Membership Interests.

The Company is a Member managed limited liability company that is not registered in any capacity with, or subject directly to regulation by the Commodity Futures Trading Commission or the United States Securities and Exchange Commission.

 

  B. The Trading Advisor

The Company entered into an advisory agreement with Campbell & Company, Inc. (the “Trading Advisor”) to make the trading decisions for the Company. The Trading Advisor manages approximately 100% of the assets of the Company pursuant to its Financial, Metal & Energy Large Portfolio.

Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

  A. Basis of Accounting

The financial statements of the Company are prepared in accordance with accounting principles generally accepted in the United States of America, which require the use of estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.

Commodity futures and foreign exchange transactions are reflected in the accompanying statement of financial condition on the trade date. Net unrealized gain or loss on open contracts (the difference between contract trade price and market price) is reflected in the financial statements in accordance with Financial Accounting Standards Board Interpretation No. 39 – “Offsetting of Amounts Related to Certain Contracts.” The market value of futures (exchange-traded) contracts is based upon the closing quotation on the various futures exchanges on which the contract is traded. The values which will be used by the Company for open forward positions will be provided by its administrator, who obtains market quotes from data vendors and third parties. Any change in net unrealized gain or loss during the current period is reported in the statement of operations. Realized gains and losses on transactions are recognized in the period in which the contracts are closed. Brokerage commissions include other trading fees and are charged to expense when incurred.

 

-9-


WMT CAMPBELL POOL L.L.C.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

  A. Basis of Accounting (Continued)

The Company 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, the Company has provided general indemnifications to its Trading Advisor and others when they act, in good faith, in the best interests of the Company. The Company 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.

The SEC Staff Accounting Bulletin 108 (“SAB 108”) “Considering the Effects of Prior Year Misstatements When Quantifying Misstatements in Current Year Financial Statements”, which provides guidance on quantifying and evaluating the materiality of unrecorded misstatements. It is effective for the first annual period ending after November 15, 2006. Preferred as Managing Owner of the Company has evaluated the impact, if any, the implementation of SAB 108 may have on its financial statements. In Preferred’s opinion, no material unrecorded misstatements are in existence as of December 31, 2006 that would require a cumulative effect adjustment to the financial statements.

In July 2006, the Financial Accounting Standards Board (“FASB”) issued FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes - an interpretation of FASB Statement No. 109” (“FIN 48”), which clarifies the accounting for uncertainty in tax positions. FIN 48 requires that the Company recognize in its financial statements, the impact of a tax position if that position is more likely than not of being sustained on audit, based on the technical merits of the position. The provisions of FIN 48 are effective for fiscal years beginning after December 15, 2006, with the cumulative effect of the change in accounting principle recorded as an adjustment to opening retained earnings. Preferred as Managing Owner of the Company has evaluated the impact of adopting FIN 48 on the Company’s financial statements. In Preferred’s opinion as of December 31, 2006, FIN 48 has no material impact on the Company, as the Company’s tax position is based on established tax precedence for the tax treatment of investment partnerships as flow through tax entities.

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”, which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The provisions of SFAS No. 157 are effective for fiscal years beginning after November 15, 2007. The Company is currently evaluating the impact of adopting SFAS No. 157 on its financial statements. At this time, the impact to the Company’s financial statements has not been determined.

Cash represents amounts deposited with clearing brokers, a portion of which are restricted for purposes of meeting margin requirements, which typically range from 0% to 35% of the notional amounts of the derivatives traded. The Company receives interest on all cash balances held by the clearing brokers at prevailing interest rates.

 

-10-


WMT CAMPBELL POOL L.L.C.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

  B. Income Taxes

The Company is treated as a partnership for Federal income tax purposes. As such, the Company 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 Members. The Company may be subject to other state and local taxes in jurisdictions in which it operates.

 

  C. Capital Accounts

The Company accounts for subscriptions, allocations and redemptions on a per member capital account basis.

The Company allocates profits and losses, prior to calculation of the incentive fee, for both financial and tax reporting purposes to its Members weekly on a pro rata basis based on each Member’s pro rata capital in the Company during the week. Each Member is then charged with the applicable incentive fee. Distributions (other than redemptions of capital) may be made at the sole discretion of the Members on a pro rata basis in accordance with the Members’ respective capital balances. The Company has not and does not presently intend to make any distributions.

 

  D. Foreign Currency Transactions

The Company’s functional currency is the U.S. dollar; however, it transacts business in currencies other than the U.S. dollar. Assets and liabilities denominated in currencies other than the U.S. dollar are translated into U.S. dollars at the rates in effect at the date of the statement of financial condition. Income and expense items denominated in currencies other than U.S. dollars are translated into U.S. dollars at the rates in effect during the period. Gains and losses resulting from the translation to U.S. dollars are reported in operations currently.

Note 3. FEES

 

  A. Organizational, General and Administrative Costs

Under the Company’s Agreement, Preferred allocates administrative costs of the Company to the Members. Administrative costs include legal, audit, postage and other routine third party administrative costs.

 

  B. Management and Incentive Fees

The Company pays the Trading Advisor a management fee at an annual rate of 2% of the Company’s Net Assets determined as of the close of business each Friday. The sum of the amounts determined each Friday will be paid monthly. For purposes of determining the management fee, any distributions, redemptions or reallocation of assets made as of the last Friday of each week shall be added back to the assets and there shall be no reduction for (i) the weekly management fees calculated or (ii) any accrued but unpaid incentive fees due the Trading Advisor.

Additionally, the members of the Company pay the Trading Advisor a quarterly incentive fee of 22% (the “Incentive Fee”) of “New High Net Trading Profits” (as defined in the Advisory Agreement).

 

-11-


WMT CAMPBELL POOL L.L.C.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

Note 4. INCOME TAX REPORTING

There have been no differences between the tax basis and book basis of Members’ capital since inception of the Company.

Note 5. DEPOSITS WITH COMMODITY BROKER

The Company deposits funds with a commodity broker subject to CFTC regulations and various exchange and commodity broker requirements. Margin requirements are satisfied by the deposit of cash with such commodity broker. The Company earns interest income on assets deposited with the commodity broker.

Note 6. SUBSCRIPTIONS, DISTRIBUTIONS AND REDEMPTIONS

Investments in the Company are made subject to the terms of the Organization Agreement.

The Company is not required to make distributions, but could do so at the discretion of the Members. A Member can request and receive redemption of capital, subject to the terms in the Organization Agreement.

Note 7. DERIVATIVE INSTRUMENTS AND ASSOCIATED RISKS

The Company 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 the Company’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 the Company’s net assets being traded, significantly exceeds the Company’s future cash requirements since the Company intends to close out its open positions prior to settlement. As a result, the Company is generally subject only to the risk of loss arising from the change in the value of the contracts. As such, the Company considers the “fair value” of its derivative instruments to be the net unrealized gain or loss on the contracts. The market risk associated with the Company’s commitments to purchase commodities is limited to the gross or face amount of the contract held. However, when the Company 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 or settle in cash. Since the repurchase price to which a commodity can rise is unlimited, entering into commitments to sell commodities exposes the Company 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 effect among the derivative instruments the Company holds and the liquidity and inherent volatility of the markets in which the Company trades.

 

-12-


WMT CAMPBELL POOL L.L.C.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

Note 7. DERIVATIVE INSTRUMENTS AND ASSOCIATED RISKS (CONTINUED)

Credit Risk

When entering into futures or forward contracts, the Company 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, a clearinghouse is backed by its 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 a concentration risk on forward transactions entered into by the Company as the Companies commodity broker is the sole counterparty. The Company has entered into a master netting agreement with its broker and, as a result, when applicable, presents unrealized gains and losses on open forward positions as a net amount in the statement of financial condition. The amount at risk associated with counterparty non-performance of all of the Company’s contracts is the net unrealized gain included in the statement of financial condition; however, counterparty non-performance on only certain of the Company’s contracts may result in greater loss than non-performance on all of the Company’s contracts. There can be no assurance that any counterparty, clearing member or clearinghouse will meet its obligations to the Company.

Preferred attempts to minimize both credit and market risks by requiring the Company and its Trading Advisor to abide by various trading limitations and policies. Preferred 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 the Company, Preferred and the Trading Advisor, the Company shall automatically terminate the Trading Agreement, 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 effective date of the Advisory Agreement. The decline in net asset value is after giving effect for distributions, subscriptions and redemptions.

The Company’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 the Company all assets of the Company relating to domestic futures trading and is not allowed to commingle such assets with its other assets. At December 31, 2006 and 2005, such segregated assets totaled $29,693,922 and $4,041,188, respectively. Part 30.7 of the CFTC regulations also requires the Company’s futures commission merchant to secure assets of the Company related to foreign futures trading which totaled $(47,030) and $39,656 at December 31, 2006 and 2005, respectively. There are no segregation requirements for assets related to forward trading.

As of December 31, 2006, all open futures contracts mature within nine months.

 

-13-


WMT CAMPBELL POOL L.L.C.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

Note 7. FINANCIAL HIGHLIGHTS

The following information presents the financial highlights of the Company for the years ended December 31, 2006 and 2005 and for the period December 6, 2004 (commencement of operations) to December 31, 2004. This information has been derived from information presented in the financial statements.

 

     2006     2005     2004  
     Member A     Member D     Member F     Member A     Member F     Member A     Member F  

Total return (1)

   0.81 %   12.46 %   8.87 %   17.17 %   16.98 %   (2.05 )%   (2.05 )%
                                          

Total expenses (2)

   (1.49 )%   (0.80 )%   (2.30 )%   (2.47 )%   (2.51 )%   (2.00 )%   (2.00 )%
                                          

Net investment income (loss) (2)

   1.68 %   0.92 %   2.63 %   0.62 %   0.63 %   (0.75 )%   (0.75 )%
                                          

Total return and ratios to average net asset value are calculated for Members’ capital taken as a whole. An individual Member’s total return and ratios may vary from the above return and ratios based on the timing of subscriptions and redemptions.

 


(1) Not annualized and includes realized and unrealized gains on securities transactions.
(2) Annualized.

 

-14-

EX-14.1 7 dex141.htm PREFERRED INVESTMENT SOLUTIONS CORP. CODE OF ETHICS Preferred Investment Solutions Corp. Code of Ethics

EXHIBIT 14.1

PREFERRED INVESTMENT SOLUTIONS CORP. CODE OF ETHICS

(adopted pursuant to Section 406 of Sarbanes Oxley Act of 2002) as of October 10, 2006

INTRODUCTION

This Code of Ethics adopted pursuant to Section 406 of Sarbanes Oxley Act of 2002 (the “Code”) summarizes certain principles of conduct adopted by Preferred Investment Solutions Corp. (“Company”), and its affiliated entities, including collective investment vehicles for which the Company serves as general partner, managing owner or member or trading advisor (or similar capacity) (collectively, “Affiliated Entities”) to ensure that their business activities are conducted with integrity and in compliance with applicable law. These principles apply to the Company’s principal executive officer(s), principal financial officer(s), principal accounting officer(s) or controller(s), or persons performing similar functions (“Covered Persons”) and it is their responsibility to know and follow the policies outlined in this Code of Ethics. Any Covered Person who violates the letter or spirit of these principles is subject to disciplinary action, up to and including termination.

Every Covered Person has the responsibility to obey the law and act honestly and ethically. To that end, this Code of Ethics is a guide that is intended to make Covered Persons sensitive to some of the significant legal and ethical issues that arise frequently and to the mechanisms available to report any illegal or unethical conduct. It does not, however, comprehensively address every legal or ethical issue that may arise. It does not summarize all laws and policies that apply to the business activities of the Company or the Affiliated Entities. For additional information regarding the Company’s policies, you should refer to the Company’s generally applicable policies and procedures in respect of securities trading, insider trading, and business ethics. Ultimately, no Code of Ethics can replace the thoughtful behavior of ethical individuals.

Questions regarding this Code of Ethics or concerns regarding suspected violations of this Code of Ethics, Company policies or applicable laws, rules or regulations should be directed to the Chairman of the Board of Directors (“Board of Directors”), the President or other authorized representatives of the Company having responsibility for addressing ethics violations, including the Company’s Chief Operating Officer and General Counsel. No single individual within the Company has the authority to make exceptions to these policies. Exceptions may only be made by the Board of Directors.

COMPLIANCE WITH LAWS, RULES AND REGULATIONS

The Covered Persons must comply fully with all applicable federal, state and local laws, rules and regulations that govern the business activities of the Company and the Affiliated Entities, including, without limitation, fiduciary obligations imposed by state law and regulatory obligations administered by the Securities and Exchange Commission, the Commodity Futures Trading Commission, or the National Futures Association.

CONFLICTS OF INTEREST

Under Delaware law, business decisions of the Company must be made in the best interest of the Company with due regard to interest of the shareholders. The same principle applies to business decisions made by the Company in respect of Affiliated Entities (regardless of their jurisdiction of organization), where due regard must be afforded to the interests of equity holders. Consequently, any decisions taken by the Company may not be motivated by personal interest or gain. As a matter of policy, therefore, all Covered Persons must avoid any actual or perceived conflict of interest.

A “conflict of interest” occurs when a Covered Person’s personal interests interfere or conflict in any way (or even appear to interfere or conflict) with the interests of the Company or, as applicable, those of an Affiliated Entity. A conflict of interest situation can arise when a Covered Person takes actions or has interests (financial or other) that may make it difficult to fulfill fiduciary duties owed to the equity owners of an Affiliated Entity. Conflicts of interest may arise when a Covered Person or a member of a Covered Person’s family receives improper benefits, personal or financial, as a result of the Covered Person’s position or affiliation with the Company. Finally, any transactions between the Company or an Affiliated Entity and a Covered Person or someone affiliated with a Covered Person may be deemed to be a conflict of interest.

It is difficult to identify exhaustively what constitutes a conflict of interest. For this reason, Covered Persons must avoid any situation in which their independent business judgment might appear to be compromised. Questions about situations that may involve conflicts of interest, and disclosure of these situations as they arise, should be promptly addressed and reported to the Board of Directors or other person charged with overseeing corporate disclosure.

When a contemplated transaction presents a conflict that is evident on its face, or after the affirmative determination of a suspected conflict that was referred to the Board of Directors or other person charged with making conflict of interest determinations for such a determination, a Covered Person must forego the transaction to comply with fiduciary duties owed to the Company or an Affiliated Entity.

CORPORATE OPPORTUNITIES

Covered Persons are prohibited, unless authorized by the Board of Directors and permissible under applicable law, from: (a) taking for themselves personally opportunities that properly belong to the Company or an Affiliated Person or are discovered through the use of Company property, information or position; (b) using Company property, information or position for personal gain; and (c) competing with the Company. Covered Persons owe a duty to the Company to advance its legitimate interests when the opportunity to do so arises.

PUBLIC COMPANY REPORTING

Because certain Affiliated Entities are public reporting companies, the Company is required to file on their behalf periodic and other reports with the Securities and Exchange Commission. The Company takes its public disclosure responsibility seriously. To that end:

 

 

each Covered Person must take all reasonable steps to ensure that these reports and other public communications represent full, fair, accurate, timely and understandable disclosure regarding the financial and business condition of such Affiliated Entities;


 

each Covered Person must promptly bring to the attention of the Board of Directors any material information of which a Covered Person may become aware that affects the disclosures made by the Company in the public filings made on behalf of such Affiliated Entities or otherwise would assist the Company in fulfilling its responsibilities to such Affiliated Entities; and

 

 

each Covered Person must promptly bring to the attention of the Board of Directors any information he or she may have concerning (i) significant deficiencies in the design or operation of internal controls that could adversely affect the Company’s ability to record, process, summarize and report financial data, including on behalf of such Affiliated Entities, or (ii) any fraud, whether or not material, involving management or other employees who have a significant role in the Company’s financial reporting, including on behalf of such Affiliated Entities, disclosures or internal controls.

REPORTING ILLEGAL OR UNETHICAL BEHAVIOR

Each Covered Person has a duty to adhere to this Code of Ethics. Each Covered Person must also promptly bring to the attention of the Board of Directors any information the Covered Person may have concerning evidence of a material violation of the securities or other laws, rules or regulations applicable to Company or Affiliated Entities and the operation of its or their business, by the Company or any agent thereof, or of a violation of this Code of Ethics, including any actual or apparent conflicts of interest between personal and professional relationships, involving any management or other employees who have a significant role in the financial reporting of the Company or Affiliated Entities, disclosures or internal controls. Confidentiality will be maintained to the fullest extent possible.

No Covered Person will be penalized for making a good-faith report of violations of this Code of Ethics or other illegal or unethical conduct, nor will the Company tolerate retaliation of any kind against anyone who makes a good-faith report. A Covered Person who submits a false report of a violation, however, will be subject to disciplinary action. Absent applicable laws to the contrary, voluntary disclosure of self-violations will be deemed a mitigating factor with respect to disciplinary actions taken by the Company.

If the result of an investigation indicates that corrective action is required, the Board of Directors will decide, or designate appropriate persons to decide, what actions to take, including, when appropriate, legal proceedings and disciplinary action to rectify the problem and avoid the likelihood of its recurrence. Such actions shall be reasonably designed to deter wrongdoing and to promote accountability for adherence to this Code of Ethics, and shall include written notices to the individual indicating any action taken. In determining what action is appropriate in a particular case, the Board of Directors or its designee shall take into account all relevant information, including the nature and severity of the violation, whether the violation was a single occurrence or repeated occurrences, whether the violation appears to have been intentional or inadvertent, whether the individual in question had been advised prior to the violation as to the proper course of action and whether the individual in question had committed other violations in the past.

AMENDMENT, MODIFICATION AND WAIVER

This Code of Ethics may be amended, modified or waived by approval of the Board of Directors. Any changes to, or waiver (whether explicit or implicit) of, this Code of Ethics must be disclosed within five business days to Affiliated Entities that are public reporting companies by a Form 8-K filing for any such affected Affiliated Entity.

ACKNOWLEDGMENT

Each Covered Person is accountable for knowing and abiding by the policies contained in this Code of Ethics. The Company shall require that Covered Persons sign an acknowledgment in the form attached as Appendix A hereto confirming that they have received, read and understand this Code of Ethics, and are complying with them.

APPENDIX A

ACKNOWLEDGMENT

I, the undersigned, a Covered Person of Preferred Investment Solutions Corp., do hereby acknowledge receipt of the Preferred Investment Solutions Corp. Code of Ethics, dated October 10, 2006, as such Code may be amended from time to time. I acknowledge that I have read and understand the Code and I further acknowledge that I will comply fully with, and be bound by, the policies and procedures set forth in the Code.

 

 

 

  Name:
 

 

  Title:
 

 

  Dated:
EX-31.1 8 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, Kenneth A. Shewer, Co-Chief Executive Officer of Preferred Investment Solutions Corp., the Managing Owner of World Monitor Trust II – Series F, do hereby certify that:

 

  1. I have reviewed this annual report on Form 10-K of World Monitor Trust II – Series F (“Registrant”);

 

  2. Based on my knowledge, this 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 report;

 

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

 

  4. The Registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as such term is defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Registrant and we have:

 

  a) 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 the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

  b) Evaluated the effectiveness of the Registrant’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

 

  c) Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

 

  5. The Registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of Registrant’s board of directors (or persons performing the equivalent functions):

 

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

 

  b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

 

Date: March 30, 2007   By:  

/s/ Kenneth A. Shewer

   

Kenneth A. Shewer

Co-Chief Executive Officer

(Principal Executive Officer)

EX-31.2 9 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, David K. Spohr, Senior Vice President and Director of Fund Administration of Preferred Investment Solutions Corp., the Managing Owner of World Monitor Trust II – Series F, do hereby certify that:

 

  1. I have reviewed this annual report on Form 10-K of World Monitor Trust II – Series F (“Registrant”);

 

  2. Based on my knowledge, this 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 report;

 

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

 

  4. The Registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as such term is defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Registrant and we have:

 

  a) 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 the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

  b) Evaluated the effectiveness of the Registrant’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

 

  c) Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

 

  5. The Registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of Registrant’s board of directors (or persons performing the equivalent functions):

 

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

 

  b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

 

Date: March 30, 2007   By:  

/s/ David K. Spohr

    David K. Spohr
    Senior Vice President and Director of Fund Administration
    (Principal Financial/Accounting Officer)
EX-32.1 10 dex321.htm CERTIFICATION PURSUANT TO SECTION 906 Certification Pursuant to Section 906

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, Kenneth A. Shewer, Co-Chief Executive Officer of Preferred Investment Solutions Corp., the Managing Owner of World Monitor Trust II – Series F (“Registrant”), hereby certifies pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

 

  (1) Registrant’s Annual Report on Form 10-K for the period ended December 31, 2006, 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 Registrant.

 

/s/ Kenneth A. Shewer

Kenneth A. Shewer
Co-Chief Executive Officer
(Principal Executive Officer)
March 30, 2007
EX-32.2 11 dex322.htm CERTIFICATION PURSUANT TO SECTION 906 Certification Pursuant to Section 906

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, David K. Spohr, Senior Vice President and Director of Fund Administration of Preferred Investment Solutions Corp., the Managing Owner of World Monitor Trust II – Series F (“Registrant”), hereby certifies pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

 

  (1) Registrant’s Annual Report on Form 10-K for the period ended December 31, 2006, 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 Registrant.

 

/s/ David K. Spohr

David K. Spohr
Senior Vice President and Director of Fund Administration
(Principal Financial/Accounting Officer)
March 30, 2007
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