S-1/A

As filed with the Securities and Exchange Commission on January 30, 2004

Registration No. 333-108397

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

PRE-EFFECTIVE AMENDMENT NO. 3

TO

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

THE FRONTIER FUND

(a Delaware Statutory Trust)

(Exact Name of Registrant as Specified in its Charter)

Delaware	6799	38-6815533
(State of Organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

c/o Equinox Fund Management, LLC 1660 Lincoln Street, Suite 100
Denver, Colorado 80264
(303) 837-0600 (Address and telephone number of registrant’s principal executive offices) Richard E. Bornhoft, President Equinox Fund Management, LLC 1660 Lincoln Street, Suite 100
Denver, Colorado 80264
(303) 837-0600 (Name, address and telephone number of agent for service)

Copies to:

Michael F. Griffin, Esq.

J. P. Bruynes, Esq.

Dorsey & Whitney LLP

250 Park Avenue New York, New York 10177 (212) 415-9222

Approximate date of commencement of proposed sale to the public:    As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended, check the following box.  x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box.  ¨

CALCULATION OF REGISTRATION FEE

Title of Each Series of Securities to be Registered	Maximum Aggregate Number of Securities to be Offered	Proposed Maximum Aggregate Offering†		Amount of Registration Fee‡
Balanced Series-1	1,100,000	$	110,000,000	$	11,669.90
Balanced Series-2	275,000	$	27,500,000	$	3,232.35
Graham Series-1	400,000	$	40,000,000	$	4,243.60
Graham Series-2	100,000	$	10,000,000	$	1,175.40
Beach Series-1	300,000	$	30,000,000	$	3,182.70
Beach Series-2	75,000	$	7,500,000	$	881.55
C-View Currency Series-1	100,000	$	10,000,000	$	1,060.90
C-View Currency Series-2	25,000	$	2,500,000	$	293.85
Dunn Series-1	100,000	$	10,000,000	$	1,060.90
Dunn Series-2	25,000	$	2,500,000	$	293.85
Total Units of Beneficial Interest	2,500,000	$	250,000,000	$	27,095.00

† The proposed maximum aggregate offering has been calculated assuming that all Units are sold during the Initial Offering Period at the price of $100 per Unit.

‡ The amount of the registration fee for each Series of Units is calculated in reliance upon Rule 457(o) under the Securities Act and using the proposed maximum aggregate offering as described above. The amount of the registration fee for 2/5 of the offering of each Series of Units ($100,000,000 aggregate), submitted for registration on August 29, 2003, has been calculated at a rate of $80.90 per million dollars of registered securities. The remaining 3/5 of the offering of each Series of Units ($150,000,000 aggregate) has been calculated at the recently-enacted rate of $126.70 per million dollars of registered securities.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

THE FRONTIER FUND

• Each Series of Units of The Frontier Fund will engage in the speculative trading of a diversified portfolio of futures, forward (including interbank foreign currencies) and options contracts and other derivative instruments. Each Series is being separately offered, and the assets of each Series will be segregated from the other Series and separately valued.

Series:	Units of Beneficial Interest:	Trading Advisor:	Program(s):
Balanced	1,375,000	Beach Capital Management Limited Cornerstone Trading Company Inc. C-View International Limited Dunn Capital Management Inc. Fall River Capital, LLC	Discretionary Program International Value Program Currency Program Dunn Combined Financial Program (DCF) Global Strategies HL and/or Global Trends Programs
		Meyer Capital Management Inc. Phoenix Global Advisors, LLC Winton Capital Management Ltd.	Diversified Program Futures Only Program Diversified Program
Graham	500,000	Graham Capital Management, L.P.	K-4 Program at 150% leverage
Beach	375,000	Beach Capital Management Limited	Discretionary Program
C-View Currency	125,000	C-View International Limited	Currency Program
Dunn	125,000	Dunn Capital Management Inc.	WMA and F-Tops Programs

• Once trading commences, you may purchase additional Units, Exchange your Units in one Series for Units in another Series or may redeem your Units on a daily basis. Exchanges will be available between the various Class 1 Units of the Series of Units, and Exchanges will be available between the various Class 2 Units. However, it is important to note that Exchanges will not be allowed from Class 1 to Class 2 or vice versa. In addition, Exchanges will be allowed out of the Graham Series, but Exchanges into the Graham Series will be restricted to those investors that have purchased their Units through a Selling Agent that acts as a selling agent for the Graham Series.

• The Selling Agents, including Bornhoft Group Securities Corporation, an affiliate of the Managing Owner, will use their “best efforts” to sell Units. This means that the Selling Agents are not required to sell any specific number or dollar amount of Units but will use their best efforts to sell the Units offered.

• In general, your minimum initial subscription is $1,000, or, if you are a Benefit Plan Investor (including an IRA), you have no minimum initial subscription requirements. Your minimum initial purchase in any one Series is $1,000, and, if you are an existing Limited Owner, you will be able to purchase additional Units in increments of $100. If you are a Benefit Plan Investor (including an IRA), you have no minimum initial subscription requirements.

• Units of each Series will be initially offered for a period of up to sixty (60) days from the date of this Prospectus (unless extended). This Initial Offering Period may be shorter for a particular Series if the Subscription Minimum for such Series is reached before that date. The Initial Offering Period may be extended by the Managing Owner for up to ninety (90) days. See “The Offering.” Following the close of the Initial Offering Period, after trading commences, Units in each Series will be offered as of each day of each week and will continue to be offered until the maximum amount of each Series’ Units which are registered are sold. The Managing Owner may terminate the Continuous Offering Period at any time.

• The Units of each Series are speculative securities and their purchase involves a high degree of risk. You should consider all risk factors before investing in any Series of The Frontier Fund. Please refer to “ Risk Factors” beginning on page 15 of this Prospectus. Specifically, you should be aware that:

– Futures, forward and options trading is volatile and highly leveraged

– Past performance is not necessarily indicative of future results

– Each Series will rely on its Trading Advisor(s) for success

– You could lose a substantial portion, or even all, of your investment

– Your annual tax liability is anticipated to exceed cash distributions to you

– If you redeem all or a portion of your Units in Class 1 of any Series on or before the end of twelve (12) full months following the effective date of the purchase of the Units being redeemed, you will be charged a redemption fee of up to 3.0% of the Net Asset Value at which your Units are redeemed.

– Transfers are restricted; no market exists or is expected to exist for the Units of any Series

• The Frontier Fund is not a mutual fund and is not subject to regulation under the Investment Company Act of 1940, as amended.

	Minimum Number of Units to be Sold during the Initial Offering Period†	Maximum Number of Units to be Offered	Price to the Public Per Unit‡		Upfront Selling Commissions*	Proceeds to The Frontier Fund**
Balanced Series-1:	200,000	1,100,000	$	100	None	100	%
Balanced Series-2:		275,000	$	100	None	100	%
Graham Series-1:	50,000	400,000	$	100	None	100	%
Graham Series-2:		100,000	$	100	None	100	%
Beach Series-1:	0	300,000	$	100	None	100	%
Beach Series-2:		75,000	$	100	None	100	%
C-View Currency Series-1:	0	100,000	$	100	None	100	%
C-View Currency Series-2:		25,000	$	100	None	100	%
Dunn Series-1:	0	100,000	$	100	None	100	%
Dunn Series-2:		25,000	$	100	None	100	%
		2,500,000

† The minimum amount of Units to be sold during the Initial Offering Period is calculated on a Series-by-Series basis and is aggregated between the Class 1 and Class 2 of each Series. If the minimum number of Units to be sold is not reached for a Series, the subscription proceeds for such Series will be returned, with interest, to each investor within ten (10) business days from the end of the Initial Offering Period or as soon thereafter as practicable. No fees or other amounts will be deducted from the amounts returned to investors. The Managing Owner, the Trustee, the Trading Advisors and their respective principals, stockholders, directors, officers, employees and affiliates may subscribe for Units that will be counted for purposes of determining a Series’ subscription minimum. The Beach Series, C-View Currency Series and Dunn Series do not have any minimum amount of Units to be sold during the Initial Offering Period. However, such Series will not begin trading until the Balanced Series reaches its minimum.

‡ Units may be purchased during the Initial Offering Period at a price of $100 per limit. During the continuous offering period, Units may be purchased, and, subject to certain restrictions, Units of one Series may be exchanged for Units of another Series, at the then-current Net Asset Value per Unit of the applicable Series.

* Each Series of Units is offering Units designated as Class 1 Units and Class 2 Units. The Selling Agents will receive (i) with respect to all Class 1 Units sold by them, an initial service fee of up to $3.00 per Unit and annual on-going service fees of up to $3.00 per Unit, and (ii) with respect to all Class 2 Units sold by them, on-going service fees of up to $0.50 per Unit. The initial service fee will be prepaid by the Managing Owner.

** To be held in escrow at U.S. Bank National Association during the Initial Offering Period until the minimum number of Units of such Series is sold during the Initial Offering Period. Thereafter, such proceeds will be turned over to such Series for trading. See “Series Subscription Minimums” on page 7 of this Prospectus.

Because Equinox Fund Management, LLC will be responsible for payment of the organization and offering expenses of The Frontier Fund, except for the initial service fee, if any, 100% of the proceeds raised during the Initial Offering Period will be initially available for each Series’ trading activities.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES, OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

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

The date of this Prospectus is January 30, 2004

COMMODITY FUTURES TRADING COMMISSION

RISK DISCLOSURE STATEMENT

YOU SHOULD CAREFULLY CONSIDER WHETHER YOUR FINANCIAL CONDITION PERMITS YOU TO PARTICIPATE IN A COMMODITY POOL. IN SO DOING, YOU SHOULD BE AWARE THAT FUTURES AND OPTIONS TRADING CAN QUICKLY LEAD TO LARGE LOSSES AS WELL AS GAINS. SUCH TRADING LOSSES CAN SHARPLY REDUCE THE NET ASSET VALUE OF THE POOL AND CONSEQUENTLY THE VALUE OF YOUR INTEREST IN THE POOL. IN ADDITION, RESTRICTIONS ON REDEMPTIONS MAY AFFECT YOUR ABILITY TO WITHDRAW YOUR PARTICIPATION IN THE POOL.

FURTHER, COMMODITY POOLS MAY BE SUBJECT TO SUBSTANTIAL CHARGES FOR MANAGEMENT, AND ADVISORY AND BROKERAGE FEES. IT MAY BE NECESSARY FOR THOSE POOLS THAT ARE SUBJECT TO THESE CHARGES TO MAKE SUBSTANTIAL TRADING PROFITS TO AVOID DEPLETION OR EXHAUSTION OF THEIR ASSETS. THIS DISCLOSURE DOCUMENT CONTAINS A COMPLETE DESCRIPTION OF EACH EXPENSE TO BE CHARGED THIS POOL AT PAGES 51 THROUGH 56 AS WELL AS IN THE APPENDICES ATTACHED TO THIS PROSPECTUS FOR EACH SERIES OF UNITS AND A STATEMENT OF THE PERCENTAGE RETURN NECESSARY TO BREAK EVEN, THAT IS, TO RECOVER THE AMOUNT OF YOUR INITIAL INVESTMENT IN THE SUPPLEMENT TO THIS PROSPECTUS FOR EACH INDIVIDUAL SERIES.

THIS BRIEF STATEMENT CANNOT DISCLOSE ALL THE RISKS AND OTHER FACTORS NECESSARY TO EVALUATE YOUR PARTICIPATION IN THIS COMMODITY POOL. THEREFORE, BEFORE YOU DECIDE TO PARTICIPATE IN THIS COMMODITY POOL, YOU SHOULD CAREFULLY STUDY THIS DISCLOSURE DOCUMENT, INCLUDING A DESCRIPTION OF THE PRINCIPAL RISK FACTORS OF THIS INVESTMENT AT PAGES 15 THROUGH 33.

YOU SHOULD ALSO BE AWARE THAT THIS COMMODITY POOL MAY TRADE FOREIGN FUTURES OR OPTIONS CONTRACTS. TRANSACTIONS ON MARKETS LOCATED OUTSIDE THE UNITED STATES, INCLUDING MARKETS FORMALLY LINKED TO A UNITED STATES MARKET, MAY BE SUBJECT TO REGULATIONS WHICH OFFER DIFFERENT OR DIMINISHED PROTECTION TO THE POOL AND ITS PARTICIPANTS. FURTHER, UNITED STATES REGULATORY AUTHORITIES MAY BE UNABLE TO COMPEL THE ENFORCEMENT OF THE RULES OF REGULATORY AUTHORITIES OR MARKETS IN NON UNITED STATES JURISDICTIONS WHERE TRANSACTIONS FOR THE POOL MAY BE EFFECTED.

THIS POOL HAS NOT COMMENCED TRADING AND DOES NOT HAVE ANY PERFORMANCE HISTORY.

• You should rely only on the information contained in this Prospectus or incorporated by reference which legally forms a part of the Prospectus. We have not authorized anyone to provide you with information that is different.

• This Prospectus is in two parts: a disclosure document and a statement of additional information attached as Part II to this Prospectus, or the Statement of Additional Information. These parts are bound together, and both parts contain important information.

• This Prospectus is not an offer to sell, nor is it seeking an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

• There is no guarantee that information in this Prospectus is correct as of any time after the date appearing on the cover.

• The Trust is not a mutual fund or any other type of investment company within the meaning of the Investment Company Act of 1940, as amended, and is not subject to the regulations under the Investment Company Act.

• After any of the Trust’s Series begins trading, this Prospectus must be accompanied by a recent monthly report of the Trust.

• The Selling Agents of the Trust must deliver any supplemented or amended Prospectus issued by the Trust.

• You should not invest more than 10% of your net worth (exclusive of home, furnishings and automobiles in the case of individuals; or readily marketable securities in the case of entities) in any Series of Units of the Trust, or in the Trust as a whole.

TABLE OF CONTENTS

	Page
PART I:
RISK DISCLOSURE STATEMENT
SUMMARY OF THE PROSPECTUS	1
RISK FACTORS	15
STRUCTURE OF THE TRUST	34
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	35
TRADING LIMITATIONS AND POLICIES	35
DESCRIPTION OF THE TRUST, TRUSTEE, MANAGING OWNER AND AFFILIATES	37
DUTIES OF THE MANAGING OWNER	44
FIDUCIARY RESPONSIBILITIES	46
MANAGING OWNER’S COMMITMENTS	47
THE CLEARING BROKERS	47
ACTUAL AND POTENTIAL CONFLICTS OF INTEREST	48
PROJECTED TWELVE-MONTH “BREAK-EVEN” ANALYSIS	51
FEES AND EXPENSES	51
WHO MAY SUBSCRIBE	56
HOW TO SUBSCRIBE	61
THE OFFERING	63
SEGREGATED ACCOUNTS	65
SUMMARY OF AGREEMENTS	65
FEDERAL INCOME TAX CONSEQUENCES	81
PRIVACY POLICIES	84
LEGAL MATTERS	84
ADDITIONAL INFORMATION	85
EXPERTS	85
INDEX TO CERTAIN FINANCIAL INFORMATION	F-1
APPENDICES TO PART I
BALANCED SERIES – Multi-Manager	App. Balanced-1
GRAHAM SERIES – Graham Capital Management	App. Graham-1
BEACH SERIES – Beach Capital Management	App. Beach-1
C-VIEW CURRENCY SERIES – C-View International	App. C-View Currency-1
DUNN SERIES – Dunn Capital Management	App. Dunn-1
PART II: STATEMENT OF ADDITIONAL INFORMATION
THE FUTURES MARKETS	SAI-2
GLOSSARY OF TERMS	SAI-6
BENEFITS TO INVESTING IN THE TRUST	SAI-10
HYPOTHETICAL COMPOSITE PERFORMANCE TABLE FOR BALANCED SERIES	SAI-11
VALUE-ADDED MONTHLY INDICES	SAI-13
SUMMARY PERFORMANCE COMPARISONS	SAI-17
EXHIBITS:
Exhibit A - Form of Trust Agreement	A-1
Exhibit B - Subscription Information	B-1
Exhibit C - Form of Exchange Request	C-1
Exhibit D - Form of Redemption Request	D-1
Exhibit E - Privacy Notice	E-1
Under Separate Cover:
Subscription Agreement

SUMMARY OF THE PROSPECTUS

This summary of all material information provided in this Prospectus is intended for quick reference only. The remainder of this Prospectus contains more detailed information; you should read the entire Prospectus, including the Statement of Additional Information and all exhibits to the Prospectus, before deciding to invest in any Series of Units. This Prospectus is intended to be used beginning                        , 2004.

The Trust	The Frontier Fund, or the Trust, was formed as a Delaware statutory trust on August 8, 2003, with separate series, or each, a Series, of units of beneficial interest, or the Units. Its term will expire on December 31, 2053 (unless terminated earlier in certain circumstances). The principal offices of the Trust and Equinox Fund Management, LLC, or the Managing Owner, are located at 1660 Lincoln Street, Suite 100, Denver, Colorado 80264, and their telephone number is (303) 837-0600. See “Trust Agreement.” The Trust is a multi-advisor commodity pool as described in Commodity Futures Trading Commission, or CFTC, Regulation § 4.10(d)(2).
The Series	The Trust’s Units will initially be offered in five (5) separate and distinct Series: Balanced Series, Graham Series, Beach Series, C-View Currency Series and Dunn Series. The Trust may issue future Series of Units. The Units of each Series will be separated into two sub-classes, or each, a Sub-Class, of Units. The Trust, with respect to each Series, will:
	•      engage in the speculative trading of a diversified portfolio of futures, forward (including interbank foreign currencies) and options contracts and other derivative instruments and may, from time to time, engage in cash and spot transactions;
	•      allocate funds to a subsidiary trading vehicle or managed account or invest in a limited liability company, limited partnership or other investment vehicle, or each, a Trading Company. Each Trading Company will have one-year renewable contracts with its own independent commodity trading advisor(s), or each, a Trading Advisor, that will manage all or a portion of such Trading Company’s assets, make the trading decisions for the assets of each Series vested in such Trading Company, segregate its assets from any other Trading Company and maintain separate, distinct records for each Series, and account for its assets separately from the other Series and the other Trust assets;
	•      calculate the net assets, or the Net Asset Value, of its Units separately from the other Series;
	•      have an investment objective of increasing the value of your Units over the long term (capital appreciation), while controlling risk and volatility; further, to offer exposure to the investment programs of individual Trading Advisors and to specific instruments (currencies); and
	•      will offer Units in two Sub-Classes—Class 1 and Class 2.

1

Class 1 Units and Class 2 Units

•      Investors who purchase Class 1 Units of any Series will be charged an initial service fee up to three percent (3.0%) of the Net Asset Value of each Unit purchased, for the benefit of Selling Agents selling Class 1 Units. The Managing Owner will prepay the initial service fee which will be amortized monthly at an annual rate of three percent (3.0%) of the average daily Net Asset Value of Class 1 of such Series, provided, however, that investors who redeem all or a portion of their Class 1 Units of any Series during the first twelve (12) months following the effective date of their purchase will be subject to a redemption fee of up to three percent (3.0%) of the Net Asset Value at which such investor redeemed to reimburse the Managing Owner for the then-unamortized balance of the prepaid initial service fee. In addition, after the expiration of twelve (12) months following the purchase of Class 1 Units of any Series, investors who purchase Class 1 Units of any Series will be charged an annual on-going service fee of up to three percent (3.0%) of the Net Asset Value of each Unit purchased, for the benefit of Selling Agents selling Class 1 Units for on-going services provided to the Trust and the Limited Owners. •      Class 2 Units may only be offered to investors who are represented by approved Selling Agents who are directly compensated by the investor for services rendered in connection with an investment in the Trust (such arrangements commonly referred to as “wrap-accounts”). Investors who purchase Class 2 Units of any Series will be charged no initial service fee. However, the Managing Owner may pay the Selling Agents an on-going service fee of up to 0.5% annually of the Net Asset Value of each Class 2 Unit sold by them for certain administrative services. The Managing Owner will pay such on-going service fee out of brokerage commissions and fees paid to the Managing Owner and the Clearing Brokers. See “Fees and Expenses—Charges to be paid by the Trust—Brokerage Commissions and Fees.”

Balanced Series

Trading for the Balanced Series will be directed by a group of Trading Advisors, initially including Beach Capital Management Limited, or Beach; Cornerstone Trading Company Inc., or Cornerstone; C-View International Limited, or C-View; Dunn Capital Management Inc., or Dunn; Fall River Capital, LLC, or Fall River; Meyer Capital Management Inc., or Meyer; Phoenix Global Advisors, LLC, or Phoenix; and Winton Capital Management Ltd., or Winton. The Managing Owner anticipates that between ten percent (10%) and twenty percent (20%) of the Balanced Series assets will be allocated to each Trading Advisor designated as a “major commodity trading advisor” that is trading in such Series. The actual allocation will not be known until the date trading commences. Once trading commences for the Balanced Series, the allocation of the Balanced Series assets may vary based upon the trading performance of the Trading Advisors and the Managing Owner’s asset allocation activities. The Managing Owner may appoint additional, replacement or substitute Trading Advisors, subject to its review and due diligence. Other or additional trading programs and Trading Advisors may be used in the future. See the appendix for the Balanced Series Units attached to Part I of this Prospectus, or the Balanced Series Appendix.

2

Graham Series	Trading for the Graham Series will be directed by Graham Capital Management, L.P., or Graham. Graham will initially trade 100% of Graham Series’ assets pursuant to its K-4 program at 150% leverage. Other additional trading programs may be used in the future. See the appendix for the Graham Series Units attached to Part I of this Prospectus, or the Graham Series Appendix.
Beach Series	Trading for the Beach Series will be directed by Beach. Beach will initially trade 100% of Beach Series’ assets pursuant to its discretionary program. Other additional trading programs may be used in the future. See the appendix for the Beach Series Units attached to Part I of this Prospectus, or the Beach Series Appendix.
C-View Currency Series	Trading for the C-View Currency Series will be directed by C-View. C-View will trade 100% of C-View Currency Series’ assets pursuant to its currency program. Other or additional trading programs may be used in the future. See the appendix for the C-View Currency Series Units attached to Part I of this Prospectus, or the C-View Currency Series Appendix.
Dunn Series	Trading for the Dunn Series will be directed by Dunn. Dunn will initially trade 100% of Dunn Series’ assets pursuant to its Dunn Combined Financial Program (DCF). Other or additional trading programs may be used in the future. See the appendix for the Dunn Series Units attached to Part I of this Prospectus, or the Dunn Series Appendix.
Appendices	The Balanced Series Appendix, the Graham Series Appendix, the Beach Series Appendix, the C-View Currency Series Appendix and the Dunn Series Appendix are individually referred to in the abstract as an Appendix and collectively referred to as the Appendices.
Investment Risks	UNITS IN EACH SERIES ARE SPECULATIVE SECURITIES AND AN INVESTMENT IN ANY SERIES OF THE TRUST INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD BE AWARE THAT:
	•     The Trust has no operating history;
	•     With respect to all Series, the Trading Advisors may use additional trading programs that are not identified in this Prospectus and, with respect to the Balanced Series, the Managing Owner may appoint additional or replacement Trading Advisors that are not identified in this Prospectus, in each case without the approval of the holders of Units in such Series;
	•     Purchasers of Class 1 Units in any Series will have to pay a redemption fee of up to 3% of the Net Asset Value of any such Units redeemed during the first twelve (12) months after purchase;
	•     The incentive nature of the compensation to be paid to the Trading Advisors may encourage the Trading Advisors to take riskier or more speculative positions;
	•     Futures, forward and options trading is speculative, volatile and highly leveraged. Due to the volatile nature of the commodities markets and the high degree of leverage to the employed by the Trust, a relatively small change in the price of a contract can cause significant losses for the Trust.

3

	•     The Trading Advisors’ programs may not perform for each Series as they have performed in the past;
	•     Each of the Trust’s Series relies on its Trading Advisor(s) for success;
	•     There is no guarantee that the Trust, with respect to any Series, will meet its intended objective; accordingly, you could lose a substantial portion, or even all, of your investment;
	•     Your annual tax liability may exceed cash distributions to you;
	•     Substantial expenses will be incurred by the investors in each Series, regardless of the performance of that Series. Substantial charges will
	be attributed to each of the Trust’s Series. We estimate that the Trust, with respect to each Series, will have to achieve net trading profits (after taking interest income into account) of between from 1.55% to 7.31% each year for investors to break-even on their investments;
	•     Transfers are restricted. No trading market exists or is expected to exist for the Units of any Series;
	•     Actual and potential conflicts of interest exist among the Managing Owner and the Trading Advisors. The full attention and efforts of the Managing Owner and the Trading Advisors will not be devoted to the activities of the Trust. The Managing Owner and some of the Trading Advisors may have business arrangements between them that do not directly relate to the Trust’s business. The Managing Owner and the Trading Advisors may trade in commodities for their own accounts. The Managing Owner does not intend to effect any distributions by the Trust, thus increasing the management fees payable to it and the Trading Advisors;
	•     You will have limited voting rights and no control over the Trust’s business; and
	•     Unless the Series in which you invest is successful - and we cannot assure you that it will be—it cannot serve as a beneficial diversification for your portfolio.
The Trustee	Wilmington Trust Company, or the Trustee, a Delaware banking corporation, is the Trust’s sole trustee. The Trustee delegated to the Managing Owner all of the power and authority to manage the business and affairs of the Trust and has only nominal duties and liabilities to the Trust.
The Managing Owner	Equinox Fund Management, LLC is a limited liability company formed in the state of Delaware in June 2003. The Managing Owner is the Trust’s and each Series’ commodity pool operator, and will administer the business and affairs of each Series (excluding commodity trading decisions, except in certain limited, and essentially emergency, situations). See “Actual and Potential Conflicts of Interest.” The Managing Owner will make a contribution to each Series necessary to maintain at least a 1% interest in the aggregate profits and losses of all Series at all times. See “Managing Owner’s Commitments— Minimum Purchase Commitment” and “Managing Owner’s Commitments—Net Worth Commitment.” Under the Trust Agreement, the Managing Owner has agreed to accept liability for the obligations of each Series that exceed that Series’ net assets. See “Trust Agreement.”

4

The Clearing Brokers	UBS Securities LLC, or UBS Securities, and Banc of America Futures Incorporated, or Banc of America Futures, are each Trading Company’s clearing brokers, or the Clearing Brokers. The Clearing Brokers will execute and clear each Trading Company’s futures and options transactions, and will perform certain administrative services for each Trading Company.
The Selling Agents	Bornhoft Group Securities Corporation, an affiliate of the Managing Owner, acts as a selling agent of the Trust. The Managing Owner intends to appoint certain other broker-dealers registered under the Securities Exchange Act of 1934, as amended, and members of the National Association of Securities Dealers, Inc., or the NASD are the Trust’s selling agents (collectively with Bornhoft Group Securities Corporation, the Selling Agents). The Selling Agents will use their “best efforts” to sell Units. This means that the Selling Agents are not required to sell any specific number or dollar amount of Units but will use their best efforts to sell the Units offered.
Liabilities You Assume	Although the Managing Owner has unlimited liability for any obligations of a Series that exceed that Series’ net assets, your investment in a Series is part of the assets of that Series, and it will therefore be subject to the risks of that Series’ trading. You cannot lose more than your investment in any Series in which you invest, and you will not be subject to the losses or liabilities of any Series in which you have not invested. We have received an opinion of counsel that each Series shall be entitled to the benefits of the limitation on interseries liability set forth in Section 3804(a) of the Trust Act. See “Trust Agreement—Liabilities” for a more complete explanation.
Limitation of Liabilities	The debts, liabilities, obligations, claims and expenses of a particular Series shall be enforceable against the assets of that Series only, and not against the assets of the Trust generally or the assets of any other Series, and, unless otherwise provided in the Trust Agreement, none of the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to the Trust generally or any other Series thereof shall be enforceable against the assets of such Series.
Who May Subscribe	An investment in the Trust is speculative and involves a high degree of risk. The Trust is not suitable for all investors. The Managing Owner offers the Trust as a diversification opportunity for an investor’s entire investment portfolio, and therefore an investment in the Trust should only represent a limited portion of your overall portfolio. To subscribe in the Units of any Series:
	•     You must have at a minimum (1) a net worth (exclusive of your home, home furnishings and automobiles) of at least $150,000 or (2) a net worth, similarly calculated, of at least $45,000 and an annual gross income of at least $45,000. A significant number of states impose on their residents substantially higher suitability standards than the minimums described above. Before investing, you should review the minimum suitability requirements for your state of residence which are described in “State Suitability Requirements” in

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	“SUBSCRIPTION INFORMATION” attached as Exhibit B to the Statement of Additional Information. These suitability requirements are, in each case, regulatory minimums only, and just because you meet such requirements does not mean that an investment in the Units is suitable for you;
	•      You may not invest more than 10% of your net worth, exclusive of your home, furnishings and automobiles, in any Series or combination of Series;
	•      Individual retirement accounts, or IRAs, Keogh and other employee benefit plans are subject to special suitability requirements and should not invest more than 10% of their assets in any Series or combination of Series.
	See “Who May Subscribe” beginning on page 53 of this Prospectus.
What You Must Understand Before You Subscribe	You should not subscribe for Units unless you understand:
	•      the fundamental risks and possible financial hazards of the investment;
	•      the trading strategies to be followed in the Series in which you will invest;
	•      the tax consequences of this investment;
	•      that if you decide to sell securities to subscribe for Units, you may have income tax consequences from that sale;
	•      the fees and expenses to which you will be subject;
	•      your rights and obligations as a Limited Owner.
	See “Risk Factors,” “Fees and Expenses,” “Federal Income Tax Consequences” and the appendix attached to this Prospectus for the Series of Units in which you wish to invest.
Your Minimum Subscription and Unit Pricing	Minimum required subscriptions and Unit prices are as follows:
	Your minimum initial subscription is $1,000, or, if you are a Benefit Plan Investor (including an IRA), you have no minimum initial subscription requirements;
	The minimum initial purchase in any one Series is $1,000, or, if you are a Benefit Plan Investor (including an IRA), you have no minimum initial subscription requirements;
	The price per Unit in each Series during the Initial Offering Period is $100;
	During the Continuous Offering Period, each Series’ Units will be offered and sold at their daily Net Asset Value, and existing Limited Owners will be able to purchase additional Units in increments of $100, or, if you are a Benefit Plan Investor (including an IRA), you have no minimum additional subscription requirements;
	If you are a resident of Texas (including if you are a Benefit Plan Investor), your minimum initial subscription requirement is $5,000;
	No front-end sales charges or selling commissions will be charged to any Series of Units; and
	No Series’ Net Asset Value will be diluted by the Trust’s organization and offering expenses.

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How to Subscribe	To subscribe for any Series’ Units:
	You will be required to complete and submit to the Trust a Subscription Agreement.
	Any subscription may be rejected in whole or in part by the Managing Owner for any reason.
Initial Offering Period	We will offer Units of each Series initially for a period of up to sixty (60) days from the date of this Prospectus (unless extended), or the Initial Offering Period. This Initial Offering Period may be shorter for a particular Series if the Subscription Minimum for such Series is reached before that date. The Initial Offering Period may be extended by the Managing Owner for up to ninety (90) days. See “The Offering.” Following the close of the Initial Offering Period, the Trust will be continuously offered.
Series Subscription Minimums	The minimum amount of Units that must be sold for each Series prior to the commencement of trading, or the Subscription Minimum, is as follows:
	Balanced Series - 200,000 Units
	Graham Series - 50,000 Units
	Beach Series - 0 Units†
	C-View Currency Series - 0 Units†
	Dunn Series - 0 Units†‡
	If any Series does not sell its Subscription Minimum by the expiration of its Initial Offering Period, all of that Series’ subscription monies will be returned with interest and without deduction for expenses to the subscribers—within ten (10) Business Days after the Initial Offering Period, or as soon thereafter as practicable if payment cannot be made within that time period.
	†  The Beach Series, C-View Currency Series and Dunn Series have no Subscription Minimums. However, such Series will not begin trading until the Balanced Series reaches its Subscription Minimum.
	‡  Dunn, its principals and/or its affiliates, have agreed to invest a minimum of $2,000,000 in the Dunn Series. For every $1.00 that is invested in the Dunn Series by investors not affiliated with Dunn during each quarter, however, Dunn, such principals and/or such affiliates, have the right to withdraw $0.75 of its initial investment as of the end of such quarter. As of the date of this Prospectus, none of the Trading Advisors (except Dunn) or any principal of a Trading Advisor owns any beneficial interest in the Trust, but any of them is free to do so.
Escrow of Funds	Subscription funds for each Series received during the Initial Offering Period will be deposited in each Series’ escrow account at U.S. Bank National Association, Denver, Colorado, or the Escrow Agent, and held there until the funds are either released for trading purposes or returned to the payors of such funds. Your escrowed subscription funds will earn interest, which will be retained by the Trust for the benefit of all investors in such Series. See “The Offering—Escrow of Funds.”

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Continuous Offering Period	After trading commences, we will offer Units as of each day of each week and will continue to offer Units in each Series until the maximum amount of each Series’ Units which are registered are sold, such period being referred to as the Continuous Offering Period. The Managing Owner may terminate the Continuous Offering Period at any time.
Subscription Effective Dates During Continuous Offering Period	The effective date of all accepted subscriptions during the Continuous Offering Period, whether you are a new subscriber to a Series, or an existing Limited Owner in a Series who is purchasing additional Units in that Series or exchanging Units in one Series for Units in a different Series, is the day of the week two (2) Business Days after the day in which your Subscription Agreement or Exchange Request is received by the Managing Owner on a timely basis by 4:00 PM New York City Time, or NYT. The Managing Owner in its sole and absolute discretion, may change such notice requirement upon written notice to you.
Segregated Accounts/Interest Income	Except for that portion of each Trading Company’s assets used as margin to maintain that Trading Company’s forward currency contract positions, the proceeds of the offering for each Series will be deposited in cash in segregated accounts in the name of each Trading Company maintained for each Trading Company at the Clearing Brokers in accordance with CFTC segregation requirements. The Clearing Brokers credit each Trading Company with 80%-100% of the interest earned on its average
	net assets (other than those assets held in the form of U.S. Government securities) on deposit with the Clearing Brokers each week. Currently, this amount is estimated to be 1.15%. In an attempt to increase interest income earned, the Managing Owner also may invest non-margin assets in U.S. government securities which include any security issued or guaranteed as to principal or interest by the United States, or by a person controlled by or supervised by and acting as an instrumentality of the government of the United States pursuant to authority granted by Congress of the United States or any certificate of deposit for any of the foregoing, including U.S. treasury bonds, U.S. treasury bills and issues of agencies of the United States government, and certain cash items such as money market funds, certificates of deposit (under nine months) and time deposits. Interest income up to 2.0% will be paid to the Managing Owner.
Organization and Offering Expenses	The Managing Owner is responsible for the payment of all of the ordinary expenses associated with the organization of the Trust and the offering of each Series of Units, except for the initial service fee, if any, and no Series will be required to reimburse these expenses. As a result, 100% of each Series’ offering proceeds will be initially available for that Series’ trading activities. See “The Structure of the Trust—Overview of the Series” and “Fees and Expenses.”

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Summary Table of Fees and Expenses

	Amount of Expense†
	Balanced Series-1			Balanced Series-2‡			Graham Series-1			Graham Series-2‡			Beach Series-1
	$		%	$		%	$		%	$		%	$		%
Syndication and Selling Expense	0.00		0.00	0.00		0.00	0.00		0.00	0.00		0.00	0.00		0.00
Trust Operating Expenses	0.00		0.00	0.00		0.00	0.00		0.00	0.00		0.00	0.00		0.00
Management Fee	5.00		0.50	5.00		0.50	25.00		2.50	25.00		2.50	20.00		2.00
Service Fee	30.00		3.00	0.00		0.00	30.00		3.00	0.00		0.00	30.00		3.00
Incentive Fee (expressed as a percentage of New High Net Trading Profits)	N/A	*	25.00	N/A	*	25.00	N/A	*	20.00	N/A	*	20.00	N/A	*	20.00
Interest income**	11.50		1.15	11.50		1.15	11.50		1.15	11.50		1.15	11.50		1.15
Brokerage Commissions and Trading Fees***	14.90		1.49	14.90		1.49	10.60		1.06	10.60		1.06	19.00		1.90

	Amount of Expense†
	Beach Series-2‡			C-View Series-1			C-View Series-2‡			Dunn Series-1			Dunn Series-2‡
	$		%	$		%	$		%	$		%	$		%
Syndication and Selling Expense	0.00		0.00	0.00		0.00	0.00		0.00	0.00		0.00	0.00		0.00
Trust Operating Expenses	0.00		0.00	0.00		0.00	0.00		0.00	0.00		0.00	0.00		0.00
Management Fee	20.00		2.00	20.00		2.00	20.00		2.00	0.00		0.00	0.00		0.00
Service Fee	0.00		0.00	30.00		3.00	0.00		0.00	30.00		3.00	0.00		0.00
Incentive Fee (expressed as a percentage of New High Net Trading Profits)	N/A	*	20.00	N/A	*	20.00	N/A	*	20.00	N/A	*	25.00	N/A	*	25.00
Interest income**	11.50		1.15	11.50		1.15	11.50		1.15	11.50		1.15	11.50		1.15
Brokerage Commissions and Trading Fees***	19.00		1.90	5.00		0.50	5.00		0.50	15.50		1.55	15.50		1.55

† The dollar value for each fee and expense presented is calculated on the basis of a $1,000 investment in the Trust.

‡ Class 2 Units may only be offered to investors who are represented by approved Selling Agents who are directly compensated by the investor for services rendered in connection with an investment in the Trust (such arrangements commonly referred to as “wrap-accounts”).

* Because the incentive fee is based upon New High Net Trading Profits, it is impossible to estimate a dollar value for such fee.

** Interest income is currently estimated at 1.15%. The first two percent (2.0%) of interest income earned per annum by the Trust on each Series will be paid to the Managing Owner. In addition, if interest rates fall below 0.75%, the Managing Owner will be paid the difference between the Trust’s annualized income interest and 0.75%. Interest income above two percent (2.0%) per Series is retained by the Trust.

*** The amount of brokerage commissions and trading fees to be incurred will vary on a Series by Series basis. Although the actual rates of brokerage commissions and transaction related fees and expenses are the same for all Trading Advisors, the total amount of brokerage commissions and trading fees varies from Series to Series based upon the trading frequency of such Series’ Trading Advisor (or Trading Advisors, in the case of the Balanced Series) and the types of instruments traded. The estimates presented in the table above are prepared using historical data about the Trading Advisors’ trading activities.

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Fees and Expenses	Charges to be paid by the Trust include: •      Each Series will pay to the Managing Owner a monthly management fee equal to a certain percentage of each Series’ Net Asset Value. For the actual percentage of the Net Asset Value of a Series payable to the Managing Owner as a management fee, please see the Appendix for such Series. The Managing Owner may pay all or a portion of such management fees to the Trading Advisor(s) for such Series;
	•      Each Series will pay to the Managing Owner an incentive fee of a certain percentage (between 20% and 25%) of profits net of fees and expenses generated by such Series, including realized and unrealized gains and losses thereon, as of the close of business on the last day of each calendar month or quarter. The Managing Owner will pay all or a portion of such incentive fees to the Trading Advisor(s) for such Series;
	•      The Trust, with respect to each Series, will pay the Clearing Brokers and the Managing Owner a fee of approximately 0.5% to 1.9% of each Series’ Net Asset Value annually which will be used to pay all brokerage commissions, including applicable exchange fees, NFA fees, give up fees, pit brokerage fees and other transaction related fees and expenses charged in connection with each Series’ trading activities and on-going service fees of up to 0.5% annually of the Net Asset Value of the Class 2 Units for certain administrative services payable to certain Selling Agents selling Class 2 Units of any Series;
	•      The first two percent (2.0%) of interest income earned by the Trust on each Series will be paid to the Managing Owner per annum. In addition, if interest rates fall below 0.75%, the Managing Owner will be paid the difference between the Trust’s annualized income interest and 0.75%. Interest income above 2.0% per Series will be retained by the Trust; and
	•      The Trust will pay all extraordinary fees and expenses.
	Charges to be paid by the Managing Owner include: •      Routine operational, administrative and other expenses; and
	•      Expenses incurred in connection with the organization of the Trust.
	Charges to be paid by the Limited Owners include: •      With respect to the Class 1 Units of each Series, as compensation, the Selling Agents will receive an initial service fee of up to three percent (3.0%) of the subscription amount. In addition, with respect to the Class 1 Units of each Series, the Selling Agents will receive, as compensation, an on-going service fee at an annual rate of up to three percent (3.0%) of the subscription amount for on-going services provided to the Trust and the Limited Owners. Investors who purchase Class 2 Units of any Series will be charged no initial service fee, but Selling Agents selling Class 2 Units may receive an on-going service fee of up to 0.5% annually of the Net Asset Value of the Class 2 Units sold by them; and

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	•      Investors who redeem all or a portion of their Class 1 Units of any Series during the first twelve (12) months following the effective date of their purchase will be subject to a redemption fee of up to three percent (3.0%) of the Net Asset Value at which such investor redeemed to reimburse the Managing Owner for the then-unamortized balance of the prepaid initial service fee. There is no redemption fee associated with the Class 2 Units.
Respective Break-Even Amounts for Each Series	The following summary displays the estimated amount of all fees and expenses which are anticipated to be incurred by a new investor in each Sub-Class of each Series during the first twelve months. In each case, the total estimated cost and expense load is expressed as a percentage of $1,000, the amount of minimum investment in the Trust (other than IRAs or Benefit Plan Investors). •      Balanced Series-1: 5.93% (or $59.30 for each $1,000 invested); •      Balanced Series-2: 1.99% (or $19.90 for each $1,000 invested); •      Graham Series-1: 7.31% (or $73.10 for each $1,000 invested); •      Graham Series-2: 3.56% (or $35.60 for each $1,000 invested); •      Beach Series-1: 7.15% (or $71.50 for each $1,000 invested); •      Beach Series-2: 3.90% (or $39.00 for each $1,000 invested); •      C-View Currency Series-1: 5.75% (or $57.50 for each $1,000 invested); •      C-View Currency Series-2: 2.50% (or $25.00 for each $1,000 invested); •      Dunn Series-1: 5.55% (or $55.50 for each $1,000 invested); and •      Dunn Series-2: 1.55% (or $15.50 for each $1,000 invested).
Transfer of Units	The Trust Agreement restricts the transferability and assignability of the Units of each Series. There is not now, nor is there expected to be, a primary or secondary trading market for the Units of any Series.
Exchange Privilege	Once trading commences, you may exchange your Units in one Series for Units in another Series. Exchanges will be available between the various Classes 1 of the Series and Exchanges will be available between the various Classes 2 of the Series. However, it is important to note that Exchanges will not be allowed from Class 1 to Class 2 or vice versa. In addition, Exchanges will be allowed out of the Graham Series, but Exchanges into the Graham Series will be restricted to those investors that have purchased their Units through a Selling Agent that acts as a selling agent for the Graham Series. The Exchange of Units will be treated as a redemption of Units in one Series (with the related tax consequences) and the immediate purchase of Units in the Series you exchange into. See “Federal Income Tax Consequences.” Exchanges are made at the applicable Series’ then-current Net Asset Value per Unit (which includes, among other things, accrued but unpaid incentive fees due to that Series’ Trading Advisor) at the close of business on each day,

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	or the Valuation Point, immediately preceding the day on which your Exchange will become effective. The effective date of an Exchange will be the day of the week two (2) Business Days following your submission of an Exchange Request to the Managing Owner on a timely basis by 4:00 PM NYT. The Managing Owner, in its sole and absolute discretion, may change the notice requirement upon written notice to you. The Managing Owner, in its sole and absolute discretion, may reject any Exchange request. No “exchange” charges will be imposed. See “Trust Agreement—Exchange Privilege.”
Redemption of Units	Once trading commences, Units you own in a Series may be redeemed, in whole or in part, on a daily basis. You may redeem Units as of any day upon at least one (1) Business Day’s prior delivery of a redemption request to be received by the Managing Owner prior to 4:00 PM NYT in order for the redemption to be effective as of the next Business Day. The Managing Owner in its sole and absolute discretion, may change the notice requirement upon written notice to you. Redemptions are made at the applicable Series’ then-current Net Asset Value per Unit (which includes, among other things, accrued but unpaid incentive fees due to that Series’ Trading Advisor) on the Valuation Point of the first Business Day following the day on which your redemption request is received. If you redeem all or a portion of your Class 1 Units of any Series on or before the end of twelve (12) full months following the effective date of the purchase of the Units being redeemed, you will be charged a redemption fee of up to 3.0% of the Net Asset Value at which your Units are redeemed to reimburse the Managing Owner for the then-unamortized balance of the prepaid initial service fee. Redemption fees will be paid to the Managing Owner. See “Trust Agreement—Redemption of Units.” These redemption fees will not be charged if you exchange a Class 1 Unit in one Series for a Class 1 Unit in another Series.
Distributions	The Managing Owner will make distributions to you at its discretion. Because the Managing Owner does not presently intend to make on-going distributions, your income tax liability for the profits of Units in any Series in which you have invested will, in all likelihood, exceed any distributions you receive from that Series. See “Federal Income Tax Consequences.”
Income Tax Consequences	We have obtained an opinion of counsel to the effect that the Trust will be treated as a partnership for U.S. federal, or Federal, income tax purposes and, assuming that at least 90% of the gross income of the Trust will constitute “qualifying income” within the meaning of Section 7704(d) of the Internal Revenue Code of 1986, as amended, or the Code, the Trust will not be a publicly traded partnership treated as a corporation. See “Federal Income Tax Consequences—The Trust’s Tax Status.”
	As long as the Trust is treated as a partnership for Federal income tax purposes, the Trust will not be subject to Federal income tax. Instead, as
	a Limited Owner, you generally will be taxed on an amount equal to your allocable share of the income generated by the Series in which you have purchased Units (whether or not any cash is distributed to you). Your ability to deduct losses and expenses allocated to you may be subject to

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	significant limitations. Special tax risks apply with respect to tax-exempt Limited Owners, foreign investors and others. The tax laws applicable to the Trust and an investment in Units of each Series are subject to change and interpretation. For a more complete discussion of tax risks relating to this investment, see “Risk Factors—Tax and ERISA Risks” and “Federal Income Tax Consequences.” We urge you to consult your own tax advisor regarding the Federal, state, local and foreign income tax consequences to you of the purchase, ownership, and disposition of Units in light of your individual tax circumstances, and of the effects of possible changes in the tax laws.
Reports and Accounting	As of the end of each month and as of the end of each Fiscal Year, we will furnish you with those reports required by the CFTC and the National Futures Association, or the NFA, including, but not limited to, an annual audited financial statement certified by independent public accountants and any other reports required by any other governmental authority, such as the SEC, that has jurisdiction over the activities of the Trust. You also will be provided with appropriate information to permit
	you (on a timely basis) to file your Federal and state income tax returns with respect to your Units.
Fiscal Year	The Trust’s fiscal year ends on December 31 on each year.
Financial Information	The Trust has only recently been organized and has no financial history. Financial information concerning the Trust and the Managing Owner is set forth in “Index to Certain Financial Information” below.
Glossary of Terms	See the “Glossary of Terms” in the Statement of Additional Information for the definition of certain key terms used in this Prospectus.
Organizational Chart	The organizational chart on the following page illustrates the structure of the Trust and all related parties.

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RISK FACTORS

The Trust is a new venture in a high-risk business. An investment in the Units of each Series is very speculative. You should make an investment in one or more of the Series only after consulting with independent, qualified sources of investment and tax advice and only if your financial condition will permit you to bear the risk of a total loss of your investment. You should consider an investment in the Units only as a long-term investment. Moreover, to evaluate the risks of this investment properly, you must familiarize yourself with the relevant terms and concepts relating to commodities trading and the regulation of commodities trading, which are discussed in this Prospectus in the Statement of Additional Information below, in the section captioned “Futures Markets.”

You should carefully consider the risks and uncertainties described below, as well as all of the other information included in the Prospectus, before you decide whether to purchase any Units. Any of the following risks and uncertainties could materially adversely affect the Trust, its trading activities, operating results, financial condition and Net Asset Value and therefore could negatively impact the value of your investment. You should not invest in the Units unless you can afford to lose all of your investment.

Market Risks

The commodity interest markets in which the Trading Advisors trade are highly volatile, which could cause substantial losses and may cause you to lose your entire investment.

Commodity interest contracts are highly volatile and are subject to occasional rapid and substantial fluctuations. Consequently, you could lose all or substantially all of your investment in the Units of any Series should such Series’ trading positions suddenly turn unprofitable. The profitability of any Series depends primarily on the ability of its Trading Advisor(s) to predict these fluctuations accurately. Price movements for commodity interests are influenced by, among other things:

• changes in interest rates;

• governmental, agricultural, trade, fiscal, monetary and exchange control programs and policies;

• weather and climate conditions;

• changing supply and demand relationships;

• changes in balances of payments and trade;

• U.S. and international rates of inflation;

• currency devaluations and revaluations;

• U.S. and international political and economic events; and

• changes in philosophies and emotions of market participants.

The Trading Advisors’ technical trading methods may not take account of these factors except as they may be reflected in the technical input data analyzed by the Trading Advisors.

In addition, governments from time to time intervene, directly and by regulation, in certain markets, often with the intent to influence prices directly. The effects of governmental intervention may be particularly significant at certain times in the financial instrument and currency markets, and this intervention may cause these markets to move rapidly.

Futures, forward and options trading is volatile and may cause large losses.

A principal risk in futures, forward and options trading is volatile performance. Because the trading decisions for each of the Trust’s Graham Series, Beach Series, C-View Currency Series and Dunn Series will

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be made by a single Trading Advisor, the trading for each such Series is similar to a single advisor fund where one trading advisor makes all the trading decisions. In single advisor funds, volatility may increase as compared to a fund with several trading advisors who, collectively, can diversify risk to a greater extent (assuming those advisors are non-correlated with each other).

Options trading can be more volatile and expensive than futures trading and may cause large losses.

Each Trading Advisor may trade options on futures. Although successful options trading requires many of the same skills as successful futures trading, the risks involved are somewhat different. For example, the assessment of near-term market volatility—which is directly reflected in the price of outstanding options—can be of much greater significance in trading options than it is in many long-term futures strategies. If market volatility is incorrectly predicted, then the use of options can be extremely expensive.

Futures, forward and options trading is highly leveraged and may cause large losses.

The low margin normally required in futures, forward and options trading provides a large amount of leverage; i.e., contracts can have a value substantially greater than their margin and may be traded for a comparatively small amount of money. If a relatively small change in the market price of an open position occurs, then this change can produce a disproportionately large profit or loss. Leverage is normally monitored through the margin-to-equity ratio employed by each Trading Advisor. Under normal circumstances, the Trading Advisors will vary between a 10% to 40% margin-to-equity ratio.

Futures, forward and options trading may be illiquid and may cause large losses.

Although each Series generally will purchase and sell actively traded contracts, orders may not be executed at or near the desired price, particularly in thinly traded markets, in markets that lack trading liquidity, or because of applicable “daily price fluctuation limits,” “speculative position limits” or market disruptions. If market illiquidity or disruptions occur, then major losses could result. Some Trading Advisors have encountered illiquid situations in the past and may encounter others in the future.

Options are volatile and inherently leveraged, and sharp movements in prices could cause the Trust to incur large losses.

Each Trading Advisor may use options on futures contracts, forward contracts or commodities to generate premium income or speculative gains. Options involve risks similar to futures, because options are subject to sudden price movements and are highly leveraged, in that payment of a relatively small purchase price, called a premium, gives the buyer the right to acquire an underlying futures contract, forward contract or commodity that has a face value substantially greater than the premium paid. The buyer of an option risks losing the entire purchase price of the option. The writer, or seller, of an option risks losing the difference between the purchase price received for the option and the price of the futures contract, forward contract or commodity underlying the option that the writer must purchase or deliver upon exercise of the option. There is no limit on the potential loss. Specific market movements of the futures contracts, forward contracts or commodities underlying an option cannot accurately be predicted. In addition, over-the-counter options present risks in addition to those associated with exchange-traded options, as discussed immediately below.

Exchanges of futures for physicals may adversely affect performance.

Certain of the Trading Advisors may engage in exchanges of futures for physicals for client accounts. An exchange of futures for physicals is a transaction permitted under the rules of many futures exchanges in which two parties holding futures positions may close out their positions without making an open, competitive trade on the exchange. Generally, the holder of a short futures position buys the physical commodity, while the holder of a long futures position sells the physical commodity. The prices at which such transactions are executed are

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negotiated between the parties. If a Trading Advisor engaging in exchanges of futures for physicals were prevented from such trading as a result of regulatory changes, then the performance of client accounts of such Trading Advisor could be adversely affected.

Cash flow needs may cause positions to be closed which may cause substantial losses.

The Trading Advisors may trade options on futures. Futures contract gains and losses are market-to-market daily for purposes of determining margin requirements. Option positions generally are not, although short option positions will require additional margin if the market moves against the position. Due to these differences in margin treatment between futures and options, there may be periods in which positions on both sides must be closed down prematurely due to short term cash flow needs. If this occurs during an adverse move in a spread or straddle relationship, then a substantial loss could occur.

The Trading Advisors may enter into swap and similar transactions which may create risks.

Swap contracts are not traded on exchanges and are not subject to the same type of government regulation as exchange markets. As a result, many of the protections afforded to participants on organized exchanges and in a regulated environment are not available in connection with these transactions.

The swap markets are “principals’ markets,” in which performance with respect to a swap contract is the responsibility only of the counterparty to the contract, and not of any exchange or clearinghouse. As a result, each Trading Company is subject to the risk of the inability or refusal to perform with respect to swap contracts on the part of the counterparties with which the portfolio managers trade. There are no limitations on daily price movements in swap transactions. Speculative position limits are not applicable to swap transactions, although the counterparties with which the portfolio managers trade may limit the size or duration of positions available to the portfolios managers as a consequence of credit considerations. Participants in the swap markets are not required to make continuous markets in the swap contracts they trade. Participants could refuse to quote prices for swap contracts or quote prices with an unusually wide spread between the price at which they are prepared to buy and the price at which they are prepared to sell.

Over-the-counter transactions are subject to little, if any, regulation and may be subject to the risk of counterparty default.

A portion of each Series’ assets may be used to trade over-the-counter commodity interest contracts, such as forward contracts, option contracts in foreign currencies and other commodities, or swap or spot contracts. Over-the-counter contracts are typically traded on a principal-to-principal basis through dealer markets that are dominated by major money center and investment banks and other institutions and are essentially unregulated by the CFTC. You therefore do not receive the protection of CFTC regulation or the statutory scheme of the Commodity Exchange Act, as amended, or the CE Act, in connection with this trading activity by any Trading Advisor. The markets for over-the-counter contracts rely upon the integrity of market participants in lieu of the additional regulation imposed by the CFTC on participants in the futures markets. The lack of regulation in these markets could expose a Series in certain circumstances to significant losses in the event of trading abuses or financial failure by participants.

Each Series 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 applicable Series could suffer significant losses on these contracts.

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Your investment could be illiquid.

A Trading Advisor may not always be able to liquidate its commodity interest positions 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 a foreign government taking political actions that disrupt the market in its currency or in a major export, can also make it difficult to liquidate a position. Alternatively, limits imposed by futures exchanges or other regulatory organizations, such as speculative position limits and daily price fluctuation limits, may contribute to a lack of liquidity with respect to some commodity interests.

Unexpected market illiquidity may cause major losses to investors at any time or from time to time. The large face value of the positions that the Trading Advisors will acquire for each Series increases the risk of illiquidity by both making its positions more difficult to liquidate at favorable prices and increasing the losses incurred while trying to do so.

Also, there is not likely to be a secondary market for the Units. While the Units have redemption rights and Exchange rights, there are restrictions. For example, transfers of Units are permitted only with the prior written consent of the Managing Owner and provided that conditions specified in the Trust Agreement are satisfied.

New exchange-traded commodity interest contracts, including security futures, are characterized by a higher degree of illiquidity and volatility, which may subject investors in those contracts to increased losses.

Certain Trading Advisors may trade newly developed futures contracts, including without limitation, security futures contracts. Traditionally, only those commodity interest contracts approved by the CFTC may be traded on U.S. futures exchanges. Likewise, foreign regulatory authorities are typically required to authorize the trading of new commodity interest contracts on foreign exchanges. Periodically, the CFTC or other foreign regulatory authorities may designate additional contracts as approved contracts. If any of the Trading Advisors determine that it is appropriate to trade in a new contract, they may do so on behalf of the Series for which they trade. Because these contracts will be new, the trading strategies of the Trading Advisors may not be applicable to, or advisable for, these contracts. The markets in new contracts, moreover, have been historically both illiquid and highly volatile for some period of time after the contract begins trading. These contracts therefore present significant risk potential.

The above risks are particularly applicable to the markets for security futures contracts. Security futures contracts are a new class of financial instruments that allow, for the first time in the United States, the trading of futures contracts on individual U.S. equity securities or on narrow-based stock indices, which are indices made up of a small group of stocks that allow an investor to take a position in a concentrated area of the equities market. Security futures contracts have only been trading in the United States since November 2002, and the markets for these contracts generally have been characterized by very limited volumes when compared to futures markets generally. As a result, a Trading Advisor that trades security futures contracts could at times find it difficult to buy or sell a security futures contract at a favorable price, which could result in losses to the applicable Series.

Certain of the Trading Advisors may purchase and sell single stock futures contracts and other security futures products. A single stock future obligates the seller to deliver (and the purchaser to take delivery of) a specified equity security to settle the futures transaction. Other security futures products include “narrow-based” stock index futures contracts (in general, contracts based on the value of nine or fewer securities in a specific market or industry sector, such as energy, health care or banking) and futures contracts based on exchange-traded funds that are designed to track the value of broader stock market indices (such as the Dow Jones Industrial Average or the NASDAQ 100 Index). Single stock futures and other security futures products are relatively illiquid and trade on a limited number of exchanges. The margin required with respect to single stock futures (usually at least 20% of the face value of the contract) generally is higher than the margin required with respect to other types of futures contracts (in some cases as low as 2% of the face value of the contract). The resulting

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lower level of leverage available to the Trading Advisors with respect to security futures products may adversely affect the respective Trading Company’s performance. Security futures products are typically traded on electronic trading platforms and are subject to risks related to system access, varying response time, security and system or component failure. In addition, although the Clearing Brokers will be required to segregate the Trading Company’s trades, positions and funds from those of each Clearing Broker itself as required by CFTC regulations, the insurance provided to securities customers by the Securities Investor Protection Corporation, or the SIPC, will not be applicable to the Trading Company’s security futures positions because SIPC protection does not apply to futures accounts.

An investment in the Trust may not diversify an overall portfolio and portfolio risk may be increased.

Historically, managed futures have been generally 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 performance of futures and other commodity interest transactions, on the one hand, and stocks or bonds, on the other hand. Non-correlation should not be confused with negative correlation, where the performance of two asset classes would be opposite of each other. Because of this non-correlation, the results of each Series cannot be expected to be automatically profitable during unfavorable periods for the stock market, or vice versa. If, however, a Series does not perform in a non-correlated manner with respect to the general financial markets or does not perform successfully, you will obtain little or no diversification benefits by investing in the Units. The Units may have no gains to offset your losses from other investments, and you may suffer losses on your investment in the Units at the same time losses on your other investments are increasing. You should therefore not consider the Units to be a hedge against losses in your core stock and bond portfolios.

Trading in international markets creates exposure to credit and regulatory risk.

A substantial portion of the Trading Advisors’ trades are expected to take place on markets or exchanges outside the United States. There is no limit to the amount of assets of any Series that may be committed to trading on foreign markets. The risk of loss in trading foreign futures and options on futures contracts can be substantial. Participation in foreign futures and options on futures contracts involves the execution and clearing of trades on, or subject to the rules of, a foreign board of trade or exchange. Some of these foreign markets, in contrast to U.S. exchanges, are so-called principals’ markets in which performance is the responsibility only of the individual counterparty with whom the trader has entered into a commodity interest transaction and not of the exchange or clearing corporation. In these kinds of markets, there is risk of bankruptcy or other failure or refusal to perform by the counterparty.

Some foreign markets present additional risk, because they are not subject to the same degree of regulation as their U.S. counterparts. None of the CFTC, NFA or any domestic exchange regulates activities of any foreign boards of trade or exchanges, including the execution, delivery and clearing of transactions, nor has the power to compel enforcement of the rules of a foreign board of trade or exchange or of any applicable foreign laws. Similarly, the rights of market participants, in the event of the insolvency or bankruptcy of a foreign market or broker are also likely to be more limited than in the case of U.S. markets or brokers. As a result, in these markets, there is less legal and regulatory protection than that available domestically.

Additionally, trading on foreign exchanges is subject to the risks presented by exchange controls, expropriation, increased tax burdens and exposure to local economic declines and political instability. An adverse development with respect to any of these variables could reduce the profit or increase the loss earned on trades in the affected international markets.

International trading activities are subject to foreign exchange risk.

The price of any foreign futures, options on futures or other commodity interest contract and, therefore, the potential profit and loss on such contract, may be affected by any variance in the foreign exchange rate between

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the time the order is placed and the time it is liquidated, offset or exercised. As a result, if changes in the value of the local currency relative to the U.S. dollar occur, then such changes may cause losses even if the contract traded is profitable.

International trading may cause exposure to losses resulting from foreign exchanges that are less developed or less reliable than U.S. exchanges.

Some foreign exchanges also may be in a more developmental stage so that prior price histories may not be indicative of current price dynamics. In addition, Trading Advisors may not have the same access to certain positions on foreign trading exchanges as do local traders, and the historical market data on which the Trading Advisors base their strategies may not be as reliable or accessible as it is in the United States. As a result, Trading Advisors entering into transactions on foreign exchanges may incur losses on behalf of the applicable Series.

Each Series’ start-up period entails increased investment risks.

The Trust, with respect to each Series, will encounter a start-up period following the close of its Initial Offering Period, and may encounter similar start-up periods following subsequent closings during the Continuous Offering Period. During such start-up periods, the Trust, with respect to each Series, may incur risks relating to the initial investment of the assets received at such times, because it may take a period of time before a Series can develop a fully diversified portfolio, thereby resulting in a greater concentration of positions in a limited number of markets which could result in increased volatility in the Series’ portfolio. A decline in the initial Net Asset Value of a Series could result from the level of diversification in that Series’ trading activities at the outset, which may be lower than in a fully committed portfolio.

Trading Risks

The trading on behalf of each Series will be highly leveraged, which means that sharp declines in price could lead to large losses.

Because the amount of margin funds necessary to be deposited with a Clearing Broker to enter into a futures or forward contract position is typically about 2% to 10% of the total value of the contract, each Trading Advisor may take positions on behalf of a Series with face values equal to several times such Series’ Net Asset Value. As a result of this leveraging, even a small movement in the price of a contract can cause major losses. Any purchase or sale of a futures or forward contract may result in losses that substantially exceed the amount invested in the contract. For example, if $2,200 in margin is required to hold one U.S. Treasury bond futures contract with a face value of $100,000, a $2,200 decrease in the value of that contract could, if the contract is then closed out, result in a complete loss of the margin deposit, not even taking into account deductions of fees and/or commissions. If severe short-term price declines occur, then such declines could, therefore, force the liquidation of open positions with large losses.

There are disadvantages to making trading decisions based on technical analysis.

All of the Trading Advisors except C-View may base their trading decisions on trading strategies that use mathematical analyses of technical factors relating to past market performance. The buy and sell signals generated by a technical, trend-following trading strategy are derived from a study of actual daily, weekly and monthly price fluctuations, volume variations and changes in open interest in the markets. The profitability of any technical, trend-following trading strategy depends upon the occurrence in the future of significant, sustained price moves in some of the markets traded. A danger for trend-following traders is whip-saw markets, that is, markets in which a potential price trend may start to develop but reverses before an actual trend is realized. A pattern of false starts may generate repeated entry and exit signals in technical systems, resulting in unprofitable

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transactions. In the past, there have been prolonged periods without sustained price moves. Presumably these periods will continue to occur. Periods without sustained price moves may produce substantial losses for trend-following trading strategies. Further, any factor that may lessen the prospect of these types of moves in the future, such as increased governmental control of, or participation in, the relevant markets, may reduce the prospect that any trend- following trading strategy will be profitable in the future.

There are disadvantages to making trading decisions based on fundamental analysis.

Certain of the Trading Advisors, including C-View, will base their decisions on trading strategies which utilize in whole or in part fundamental analysis of underlying market forces. Fundamental analysis attempts to examine factors external to the trading market which affect the supply and demand for a particular commodity interest in order to predict future prices. Such analysis may not result in profitable trading because certain Trading Advisors may not have knowledge of all factors affecting supply and demand or may incorrectly interpret the information it does have. Furthermore, prices may often be affected by unrelated or unexpected factors and fundamental analysis may not enable the trader to determine whether its previous decisions where incorrect in sufficient time to avoid substantial losses. In addition, fundamental analysis assumes that commodity markets are inefficient— i.e., that commodity prices do not always reflect all available information—which some market analysts dispute.

The risk management approaches of one or all of the Trading Advisors may not be fully effective, and a Series may incur losses.

The mechanisms employed by each Trading Advisor to monitor and manage the risks associated with its trading activities on behalf of the Series for which it trades may not succeed in mitigating all identified risks. Even if a Trading Advisor’s risk management approaches are fully effective, it cannot anticipate all risks that it may face. If one or more of the Trading Advisors fails to identify and adequately monitor and manage all of the risks associated with its trading activities, then the Series for which they trade may suffer losses.

Increased competition from other trend-following traders could reduce the Trading Advisors’ profitability.

There has been a dramatic increase over the past 15 to 25 years in the amount of assets managed by trend-following trading systems like those that some of the Trading Advisors may employ. This means increased trading competition among a larger number of market participants for transactions at favorable prices, which could operate to the detriment of some or all Series by preventing the Trading Advisors from effecting transactions at the desired prices. It may become more difficult for the Trading Advisors to implement their trading strategies if other commodity trading advisors using technical systems are, at the same time, also attempting to initiate or liquidate commodity interest positions at the same time as the Trading Advisors.

Discretionary decision-making may result in missed opportunities or losses.

Because each of the Trading Advisors’ strategies involves some discretionary aspects in addition to their technical factors, certain of the Trading Advisors may occasionally use discretion in investing the assets of a Series. For example, the Trading Advisors often use discretion in selecting contracts and markets to be followed. In exercising such discretion, such Trading Advisor may take positions opposite to those recommended by the Trading Advisor’s trading system or signals. Discretionary decision making may also result in a Trading Advisor’s failing to capitalize on certain price trends or making unprofitable trades in a situation where another trader relying solely on a systematic approach might not have done so. Furthermore, such use of discretion may not enable the Trust to avoid losses, and in fact, such use of discretion may cause the Trust to forego profits which it may have otherwise earned had such discretion not been used.

Speculative position limits and daily price fluctuation limits may force the alteration of trading decisions which may cause a Series to forego profitable trades or strategies.

The CFTC and U.S. exchanges have established limits, known as speculative position limits, on the maximum net long or net short positions that any person may hold or control in certain futures and options on futures

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contracts. Most exchanges also impose limits, known as daily limits, on the amount of fluctuation in certain futures and options on futures contracts in a single trading day. All accounts controlled by a particular Trading Advisor and its principals are combined for speculative position limit purposes. If positions in those accounts were to approach the level of the particular speculative position limit, or if prices were to approach the level of the daily limit, these limits could cause a modification of the particular Trading Advisor’s trading decisions or force liquidation of certain futures or options on futures positions. If one or more of the Trading Advisors must take either of these actions, then one or more Series may be required to forego profitable trades or strategies.

Increases in assets under management of any of the Trading Advisors may affect trading decisions and may cause losses.

In general, none of the Trading Advisors intends to limit the amount of additional equity that it may manage, and each will continue to seek major new accounts. The more equity a Trading Advisor manages, the more difficult it may be for it to trade profitably because of the difficulty of trading larger positions without adversely affecting prices and performance and of managing risk associated with larger positions. Accordingly, future increases in equity under management may require a Trading Advisor to modify its trading decisions for a Series because it cannot deploy all the assets in the commodities which it desires to trade. Furthermore, if the Trading Advisors for a Series cannot manage any additional allocation from the Trust, the Managing Owner may add additional Trading Advisors for such Series who may have less experience or less favorable performance than the existing Trading Advisors.

The use of multiple Trading Advisors may result in offsetting or opposing trading positions and may also require one Trading Advisor to fund the margin requirements of another Trading Advisor.

The use of multiple Trading Advisors for the Balanced Series may result in developments or positions that adversely affect the Balanced Series’ Net Asset Value. For example, because the Trading Advisors trading for the Balanced Series will be acting independently, the Balanced Series could buy and sell the same futures contract, thereby incurring additional expenses but with no net change in its holdings. The Trading Advisors also may compete, from time to time, for the same trades or other transactions, increasing the cost to the Balanced Series of making trades or transactions or causing some of them to be foregone altogether. Even though each Trading Advisor’s margin requirements ordinarily will be met from that Trading Advisor’s allocated net assets, one Trading Advisor may incur losses of such magnitude that the Balanced Series is unable to meet margin calls from the allocated net assets of that Trading Advisor. If such an event were to occur, then the Balanced Series Trading Company’s Clearing Brokers may require liquidations and contributions from the allocated net assets of another Trading Advisor.

The Trading Advisors’ trading programs bear some similarities and, therefore, may lessen the benefits to the Balanced Series of having multiple Trading Advisors.

Each Trading Advisor has, over time, developed and modified the program it will use in trading. Nevertheless, the Trading Advisors’ trading programs have some similarities. These similarities may, in fact, mitigate the positive effect of having multiple Trading Advisors for the Balanced Series. For example, in periods where one Trading Advisor experiences a draw-down, it is possible that these similarities will cause the other Trading Advisors to also experience a draw-down.

Each Series relies on its Trading Advisor(s) for success, and if a Trading Advisor’s trading is unsuccessful, the Series may incur losses.

The Trading Advisor(s) for each Series will make the commodity trading decisions for that Series. Therefore, the success of each Series largely depends on the judgment and ability of the Trading Advisors. A Trading Advisor’s trading for any Series may not prove successful under all or any market conditions. If a Trading Advisor’s trading is unsuccessful, the applicable Series may incur losses.

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The Trading Advisors or their trading strategies may not continually serve the Series which may put such Series at a disadvantage or incur losses for such Series.

It is possible that (i) any Trading Advisor, the Managing Owner or the Trust, will exercise their rights to terminate the Advisory Agreement for any Series under certain conditions, (ii) the Advisory Agreement with any Trading Advisor, once it expires, will not be renewed on the same terms as the current Advisory Agreement for that Trading Advisor, or (iii) if any Series retains a new trading advisor, the new advisor will not be retained on terms as favorable to the Series as those negotiated with that Series’ Trading Advisor or the new advisor will not be required to recoup losses sustained previously before being entitled to receive incentive fees.

Each Trading Advisor’s past performance record is inconsistent, and the Trading Advisor’s trading for a Series could be similarly inconsistent and incur losses.

The performance records of each Trading Advisor reflect significant variations in profitability from period to period. It is possible that a Trading Advisor’s trading for the Series will similarly vary from period to period, resulting in losses to such Series.

Each Trading Advisor advises other clients and may achieve more favorable results for its other accounts.

Each of the Trading Advisors currently manages other trading accounts, and each will remain free to manage additional accounts, including its own accounts, in the future. A Trading Advisor may vary the trading strategies applicable to the Series for which it trades from those used for its other managed accounts, or its other managed accounts may impose a different cost structure than that of the Series for which it trades. Consequently, the results any Trading Advisor achieves for the Series for which it trades may not be similar to those achieved for other accounts managed by the Trading Advisor or its affiliates at the same time. Moreover, it is possible that those other accounts managed by the Trading Advisor or its affiliates may compete with the Series for which it trades for the same or similar positions in the commodity interest markets and that those other accounts may make trades at better prices than the Series for which it trades.

A Trading Advisor may also have a financial incentive to favor other accounts because the compensation received from those other accounts exceeds, or may in the future exceed, the compensation that it receives from managing the account of the Series for which it trades. Because records with respect to other accounts are not accessible to investors in the Units, investors will not be able to determine if any Trading Advisor is favoring other accounts.

The Trading Advisors’ positions may be concentrated from time to time, which may render each Series susceptible to larger losses than if the positions were more diversified.

One or more of the Trading Advisors may from time to time cause a Series to hold a few, relatively large positions in relation to its assets. Consequently, a loss in any such position could result in a proportionately greater loss to such Series than if such Series’ assets had been spread among a wider number of instruments.

Markets or positions may be correlated and may expose a Series to significant risk of loss.

Different markets traded or individual positions held by a Series of Units may be highly correlated to one another at times. Accordingly, a significant change in one such market or position may affect other such markets or positions. The Trading Advisors cannot always predict correlation. Correlation may expose such Series of Units both to significant risk of loss and significant potential for profit.

Turnover in each Series’ portfolio may be high which could result in higher brokerage commissions and transaction fees and expenses.

Each Trading Advisor will make certain trading decisions on the basis of short-term market considerations. The portfolio turnover rate may be substantial at times, either due to such decisions or to “whip-saw” market conditions and result in one or more Series incurring substantial brokerage commissions and other transaction fees and expenses.

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Operating Risks

Past performance is not necessarily indicative of future performance.

The Managing Owner has selected each Trading Advisor to manage the assets of each Series because each Trading Advisor performed well through the date of its selection. You must consider, however, the uncertain significance of past performance, and you should not rely to a substantial degree on the Trading Advisors’ or the Managing Owner’s records to date for predictive purposes. You should not assume that any Trading Advisor’s future trading decisions will create profit, avoid substantial losses or result in performance for the Series comparable to that 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 underperform the past performance records included in their prospectuses.

Because you and other investors will acquire, exchange and redeem Units at different times, you may experience a loss on your Units even though the Series in which you have invested as a whole is profitable and even though other investors in that Series experience a profit. The past performance of any Series may not be representative of each investor’s investment experience in it.

Likewise, you and other investors will invest in different Series managed by different Trading Advisors. Each Series’ assets are

• segregated from the other Series’ assets; and

• valued and accounted for separately from every other Series.

Consequently, the past performance of one Series has no bearing on the past performance of another Series. You cannot, for example, consider Balanced Series’ past performance in deciding whether to invest in Graham Series, Beach Series, C-View Currency Series or Dunn Series.

There is no “principal protection” feature, and you could lose your entire investment.

The Trust is not guaranteed as to principal, so you are not assured of any minimum return. Therefore, you could lose your entire investment (including any undistributed profits), in addition to losing the use of your subscription funds for the period you maintain an investment in any Series.

Performance is not correlated to the debt or equity markets, but during certain periods a given Series may perform in a manner very similar to more traditional portfolio holdings, providing few, if any, diversification benefits.

We anticipate that over time each Series’ performance will be “non-correlated” with the general equity and debt markets—that each Series’ performance might or might not be similar to the performance of the general financial markets. Non-correlation means, for example, that the Net Asset Value of a Series may rise while stock indices rise or while stock indices fall. Non-correlation is not, however, negative correlation. Negative correlation would mean that there is an inverse relationship between a Series’ performance and the performance of the general financial markets (for example, that the Net Asset Value of a Series will rise when stock indices fall or will fall when stock indices rise). Because of non-correlation, during certain periods a given Series may perform in a manner very similar to more traditional portfolio holdings, providing few, if any, diversification benefits.

The Trust has no operating history, and you have no performance information on which to evaluate an investment in a Series.

The Trust has not commenced trading and has no performance history upon which to evaluate your investment in any Series. Although past performance is not necessarily indicative of future results, if the Trust had a performance history, such performance history might provide you with more information on which to base

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your investment in the Trust. As the Trust has not commenced trading and has no such performance history, you will have to make your decision to invest in a Series without such possibly useful information.

Each Series is charged substantial fees and expenses regardless of profitability.

Each Series is charged brokerage charges, over-the-counter dealer spreads and related transaction fees and expenses and management fees in all cases regardless of whether any Series’ activities are profitable. In addition, each Series is charged for the benefit of each Trading Advisor an incentive fee based on a percentage of trading profits earned on the Series’ net assets allocated to that Trading Advisor. Because the Balanced Series employs multiple Trading Advisors, it is possible that the Balanced Series could pay substantial incentive fees to one or more Trading Advisors in a year in which the Balanced Series has no net trading profits or in which it actually loses money. In addition, each Series must earn trading gains sufficient to compensate for these fees and expenses before it can earn any profit. See “Fees and Expenses.”

You may not be able to purchase Class 2 Units unless you have a particular relationship with a Selling Agent or if Class 2 Units are not available for purchase.

In order to purchase Class 2 Units of any Series, you must have an arrangement with a Selling Agent where you directly compensate such Selling Agent for services rendered in connection with investments, including an investment in the Trust (such arrangements commonly referred to as “wrap-accounts”). If you do not have such an arrangement with a Selling Agent, you will only be able to purchase Class 1 Units in any Series, which will result in you being charged higher service fees.

Whether you have such an arrangement with a Selling Agent will depend on your relationship with such Selling Agent. Neither the Trust nor the Managing Owner has any control over the type of arrangement you have with a Selling Agent.

In addition, the Class 2 Units represent only a small portion of the total amount of Units which are currently registered with the SEC for sale by the Trust. Therefore, even if you have such an arrangement with a Selling Agent, Class 2 Units may not be available to you for purchase.

The Trust may incur higher fees and expenses upon renewing existing or entering into new contractual relationships.

The clearing agreements between the Clearing Brokers and the Trading Companies generally are terminable by the Clearing Brokers once the Clearing Broker has given the Trading Company the required notice. Upon termination of a clearing agreement, the Managing Owner may be required to renegotiate that agreement or make other arrangements for obtaining services if the Trust intends to continue trading in commodity interest contracts at its present level of capacity. The services of the Clearing Brokers may not be available, or even if available, these services may not be available on the terms as favorable as those contained in the expired or terminated clearing agreements.

Likewise, upon termination of any of the Advisory Agreements entered into between the Trust and each Trading Advisor, the Managing Owner may be required to renegotiate the contracts or make other arrangements for obtaining commodity trading advisory services. The services of the particular Trading Advisor may not be available, or these services may not be available on terms as favorable as those contained in the expired or terminated advisory contract. There is severe competition for the services of qualified commodity trading advisors, and the Managing Owner may not be able to retain replacement or additional Trading Advisors on acceptable terms. This could result in losses to one or more Series and/or the inability of one or more Series to achieve its investment objectives. Moreover, if an advisory contract is renegotiated or additional or substitute Trading Advisors are retained by the Managing Owner on behalf of one or more Series, the fee structures of the new or additional arrangements may not be as favorable to the affected Series as are those currently in place. See “Fees and Expenses.”

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The incentive fees could be an incentive to the Trading Advisors to make riskier investments.

Each Trading Advisor employs a speculative strategy and receives incentive fees based on the trading profits earned by it for the applicable Series. Accordingly, each of the Trading Advisors has a financial incentive to make investments that are riskier than might be made if a Series’ assets were managed by a Trading Advisor that did not receive performance-based compensation. For example, if an investment earns large amounts of trading profits, the Trading Advisor making such an investment will receive a larger incentive fee. Therefore, a Trading Advisor may decide to make an investment with potential for large amounts of trading profits, despite the fact that such investment may have a high degree of risk. If the investment is unsuccessful, the Series could incur losses. Conversely, a Trading Advisor that does not receive any performance-based incentive fees might not make such a risky investment. See “Fees and Expenses.”

The interest rate floor may create financial risk.

The Trust has agreed to pay all interest income earned by it up to a cap of 2.0% to the Managing Owner. To the extent that the interest income earned by the Trust falls below 0.75% annually, the Trust will be obligated to pay the Managing Owner the difference between the interest income actually earned by the Trust and 0.75%. Such shortfall will be charged pro rata across all Series of Units. Accordingly, if interest rates fall, then you could be charged a portion of such interest income shortfall which would reduce the value of your Units. See “Fees and Expenses—Interest Income.”

You have limited rights, and you cannot prevent the Trust from taking actions which could cause losses.

Pursuant to the Trust Agreement, you will exercise no control over the Trust’s day-to-day business. Therefore, the Trust may take certain actions and enter into certain transactions or agreements of which you have no approval. For example, the Trust may retain a Trading Advisor for a Series in which you are invested, and such Trading Advisor may ultimately incur losses for the Series. As a Limited Owner, you have no ability to determine or influence the hiring, retention or firing of such Trading Advisor. However, certain actions, such as termination or dissolution of a Series, may be taken, or approved, upon the affirmative vote of Limited Owners holding Units representing at least a majority (over 50%) of the Net Asset Value of the Series (excluding Units owned by the Managing Owner and its affiliates). See “Trust Agreement.”

You may not be able to establish a basis for liability against a Trading Advisor or a Clearing Broker.

Each Trading Advisor and each Clearing Broker acts only as a trading advisor or clearing broker, respectively, to the applicable Series and Trading Company. Neither of these parties acts in such capacity to you. Therefore, you have no contractual privity with the Trading Advisors or the Clearing Brokers. Due to this lack of contractual privity, you will likely not be able to establish a basis for liability against a Trading Advisor or a Clearing Broker.

An unanticipated number of redemption requests during a short period of time could have an adverse effect on the Net Asset Value of a Series.

If a substantial number of requests for redemption of Units in a Series are received by the Trust during a relatively short period of time, such Series may not be able to satisfy the requests from funds not committed to trading. As a consequence, it could be necessary to liquidate positions in such Series’ trading positions before the time that the applicable Trading Advisor(s)’ trading strategies would dictate liquidation. If this were to occur, it could affect adversely the Net Asset Value per Unit of such Series and each Sub-Class within such Series, not only for Limited Owners redeeming units but also for nonredeeming Limited Owners. Your redemption price for Units in a Series is based on the Net Asset Value per Unit of such Series, which value could be less than the initial price you paid for your Units.

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Reserves for contingent liabilities may be established upon redemption, and the Trust may withhold a portion of your redemption amount.

The Trust may find it necessary upon redemption by you to set up a reserve for undetermined or contingent liabilities and withhold a certain portion of your redemption amount. This could occur, for example, in the event some of the positions of the Series in which you were invested were illiquid, if there are any assets which cannot be properly valued on the redemption date, or if there is any pending transaction or claim by or against the Trust involving or which may affect your book capital account or your obligations of which the Trust cannot, in the sole judgment and discretion of the Managing Owner, be then ascertained. See “Trust Agreement.”

Conflicts of interest exist in the structure and operation of the Trust.

A number of actual and potential conflicts of interest exist in the operation of the Trust’s business. The Managing Owner, the Trading Advisors 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 Trust’s business, which also presents the potential for numerous conflicts of interest with the Trust.

As a result of these and other relationships, parties involved with the Trust have a financial incentive to act in a manner other than in the best interests of the Trust and its Limited Owners. The Managing Owner has not established, and has no plans to establish, any formal procedures to resolve these and other conflicts of interest. Consequently, there is no independent control over how the Managing Owner will resolve these conflicts on which investors can rely in ensuring that the Trust is treated equitably.

The failure or bankruptcy of one of its Clearing Brokers could result in a substantial loss of one or more Series’ assets.

Under CFTC regulations, a clearing broker maintains customers’ assets in a bulk segregated account. If a Clearing Broker fails to do so, or is unable to satisfy a substantial deficit in a customer account, its other customers may be subject to risk of loss of their funds in the event of that Clearing Broker’s bankruptcy. In that event, the Clearing Broker’s customers, such as one or more Trading Companies which utilize such Clearing Broker, are entitled to recover, even in respect of property specifically traceable to them, only a proportional share of all property available for distribution to all that Clearing Broker’s customers. Each Series also may be subject to the risk of the failure of, or delay in performance by, any exchanges and markets and their clearing organizations, if any, on which commodity interest contracts are traded.

You will not be able to review any Series’ holdings on a daily basis, and you may suffer unanticipated losses.

The Trading Advisors make trading decisions on behalf of each Series’ assets. While the Trading Advisors receive daily trade confirmations from the Clearing Brokers of each transaction entered into on behalf of each Series for which they manage the trading of, each Series’ trading results are only reported to investors monthly in summary fashion. Accordingly, an investment in the Units does not offer investors the same transparency that a personal trading account offers in that you will not have access to detailed information concerning the positions held on behalf of any Series. As a result, you may suffer unanticipated losses as a result of the Series’ portfolio holdings.

The Trust could terminate before you achieve your investment objective causing potential loss of your investment or upsetting your investment portfolio.

Unforeseen circumstances, including substantial losses, withdrawal of the Trust’s Managing Owner or suspension or revocation of the Managing Owner’s or any of the Trading Advisors’ respective registrations with the CFTC or memberships in the NFA could cause the Trust to terminate before its stated termination date of December 31, 2053. The Trust’s termination would cause the liquidation and potential loss of your investment and could upset the overall maturity and timing of your investment portfolio.

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The Trust is not a regulated investment company and thus is subject to different protections than a regulated investment company.

The Trust is not an investment company subject to the Investment Company Act. Accordingly, you do not have the protections afforded by that statute. For example, the Investment Company Act requires investment companies to have a majority of disinterested directors and regulates the relationship between the investment company and its investment manager. Since the Trust is not a registered investment company, you will not benefit from such protections.

Litigation could result in substantial additional expenses.

The Trust could be named as a defendant in a lawsuit or regulatory action arising out of the activities of the Managing Owner or the Trading Advisors. If this happens, the Trust will bear the costs of defending such suit or action and will be at further risk if its defense is unsuccessful which could result in losses to your investment.

Dilution could occur as a result of the initial service fee and/or on-going service fee.

Investors who subscribe for larger amounts of Units will pay initial service fees and/or on-going service fees at reduced levels. The reduction of the initial service fee and/or on-going service fee will be effectuated through the issuance of additional Units to such investors. If such additional Units are issued to such investors, then the dilution of the other investors in such Series will result. Therefore, effectively, the other owners of Units in such Series will bear the cost of the reduction of the initial service fees and/or on-going service fees for the larger Unit owners because they will receive a smaller portion of the profits earned by such Series. See “Fees and Expenses—Selling Agent Compensation.”

The Managing Owner is leanly staffed and relies heavily on its key personnel to manage the Trust’s trading activities, and the loss of such personnel could adversely affect the Trust.

In managing and directing the day-to-day activities and affairs of the Trust, the Managing Owner relies heavily on its principals. The Managing Owner is leanly staffed, so if any of its key persons were to leave or be unable to carry out his or her present responsibilities, it may have an adverse effect on the management of the Trust.

In addition, under the operating agreement of the Managing Owner, Mr. Bornhoft’s ability to serve as the Manager of the Managing Owner is dependent upon certain factors. If Mr. Bornhoft is removed as the Manager of the Managing Owner, then the Trust could be adversely affected.

The Managing Owner places significant reliance on the Trading Advisors and their key personnel and the loss of such personnel could adversely affect a Series.

The Managing Owner relies on the Trading Advisors to achieve trading gains for each Series, entrusting each of them with the responsibility for, and discretion over, the investment of their allocated portions of the Trust’s assets. The Trading Advisors, in turn, are dependent on the services of a limited number of persons to develop and refine their trading approaches and strategies and execute the trading transactions. The loss of the services of any Trading Advisor’s principals or key employees, or the failure of those principals or key employees to function effectively as a team, may have an adverse effect on that Trading Advisor’s ability to manage its trading activities successfully or may cause the Trading Advisor to cease operations entirely, either of which, in turn, could negatively impact one or more Series’ performance. Each of the Trading Advisors is wholly-owned and controlled, directly or indirectly, by single individuals, and these individuals have major roles in developing, refining and implementing the Trading Advisor’s trading strategies and operating its business. The death, incapacity or other prolonged unavailability of such individuals likely would greatly hinder these Trading Advisors’ operation, and could result in their ceasing operations entirely, which could adversely affect the value of your investment.

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The Managing Owner may terminate, replace and/or add Trading Advisors in its sole discretion which may disrupt trading, adversely affecting the Net Asset Value of a Series.

The Managing Owner may terminate, substitute or retain Trading Advisors on behalf of each Series in its sole discretion. The addition of a new Trading Advisor and/or the removal of one of the current Trading Advisors may cause disruptions in trading as assets are reallocated and new Trading Advisors transition over, which may have an adverse effect on the Net Asset Value of the affected Series.

The Managing Owner’s allocation of the Trust’s assets among Trading Advisors may result in less than optimal performance by the Trust.

The Managing Owner may reallocate assets among the Trading Advisors for the Balanced Series upon termination of a Trading Advisor or retention of a new Trading Advisor or at the commencement of any month. Consequently, the net assets for the Balanced Series may be apportioned among the Trading Advisors in a different manner than the currently anticipated apportionment. The Managing Owner’s allocation of assets will directly affect the profitability of the Balanced Series trading, possibly in an adverse manner. For example, a Trading Advisor may experience a high rate of return but may be managing only a small percentage of the Balanced Series net assets. In this case, the Trading Advisor’s performance could have a minimal effect on the Net Asset Value of the Balanced Series.

Third parties may infringe or otherwise violate a Trading Advisor’s intellectual property rights or assert that a Trading Advisor has infringed or otherwise violated their intellectual property rights, which may result in significant costs and diverted attention.

Third parties may obtain and use a Trading Advisor’s intellectual property or technology, including its trading program software, without permission. Any unauthorized use of a Trading Advisor’s proprietary software and other technology could adversely affect its competitive advantage. Proprietary software and other technology are becoming increasingly easy to duplicate, particularly as employees with proprietary knowledge leave the owner or licensed user of that software or other technology. Each Trading Advisor may have difficulty monitoring unauthorized uses of its proprietary software and other technology. The precautions it has taken may not prevent misappropriation or infringement of its proprietary software and other technology. Also, third parties may independently develop proprietary software and other technology similar to that of a Trading Advisor or claim that the Trading Advisor has violated their intellectual property rights, including their copyrights, trademark rights, trade names, trade secrets and patent rights. As a result, a Trading Advisor may have to litigate in the future to protect its trade secrets, determine the validity and scope of other parties’ proprietary rights, defend itself against claims that it has infringed or otherwise violated other parties’ rights, or defend itself against claims that its rights are invalid. Any litigation of this type, even if the Trading Advisor is successful and regardless of the merits, may result in significant costs, divert its resources from the manager of the Series’ assets, or require it to change its proprietary software and other technology or enter into royalty or licensing agreements.

The success of each Series depends on the ability of the personnel of its Trading Advisor(s) to accurately implement their trading systems, and any failure to do so could subject a Series to losses on such transactions.

The Trading Advisors’ computerized trading systems rely on the Trading Advisors’ personnel to accurately process the systems’ outputs and execute the transactions called for by the systems. In addition, each Trading Advisor relies on its staff to properly operate and maintain its computer and communications systems upon which the trading systems rely. Execution and operation of each Trading Advisor’s systems is therefore subject to human errors. Any failure, inaccuracy or delay in implementing any of the Trading Advisors’ systems and executing transactions could impair its ability to identify profit opportunities and benefit from them. It could also result in decisions to undertake transactions based on inaccurate or incomplete information. This could cause substantial losses on transactions.

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A Series may experience substantial losses on transactions if the computer or communications systems of its Trading Advisor(s) fail.

Each Trading Advisor’s trading activities, including its risk management, depends on the integrity and performance of the computer and communications systems supporting it. Extraordinary transaction volume, hardware or software failure, power or telecommunications failure, a natural disaster or other catastrophe could cause any Trading Advisor’s computer systems to operate at an unacceptably slow speed or even fail. Any significant degradation or failure of the systems that a Trading Advisor uses to gather and analyze information, enter orders, process data, monitor risk levels and otherwise engage in trading activities may result in substantial losses on transactions, liability to other parties, lost profit opportunities, damages to the Trading Advisors’, the Managing Owner’s and the Trust’s reputations, increased operational expenses and diversion of technical resources.

Each Trading Advisor depends on the reliable performance of the computer or communications systems of third parties, such as brokers and futures exchanges, and may experience substantial losses on transactions if they fail.

Each Trading Advisor depends on the proper and timely function of complex computer and communications systems maintained and operated by the futures exchanges, brokers and other data providers that the Trading Advisor uses to conduct its trading activities. Failure or inadequate performance of any of these systems could adversely affect the Trading Advisor’s ability to complete transactions, including its ability to close out positions, and result in lost profit opportunities and significant losses on commodity interest transactions. This could have a material adverse effect on revenues and materially reduce the Trust’s available capital. For example, unavailability of price quotations from third parties may make it difficult or impossible for a Trading Advisor to use its proprietary software that it relies upon to conduct its trading activities. Unavailability of records from brokerage firms can make it difficult or impossible for the Trading Advisor to accurately determine which transactions have been executed or the details, including price and time, of any transaction executed. This unavailability of information also may make it difficult or impossible for the Trading Advisor to reconcile its records of transactions with those of another party or to accomplish settlement of executed transactions.

If a Trading Advisor, or third parties on which a Trading Advisor depends, fail to upgrade computer and communications systems, the Trust’s financial condition could be harmed.

The development of complex communications and new technologies may render the existing computer and communication systems supporting the Trading Advisors’ trading activities obsolete. In addition, these computer and communications systems must be compatible with those of third parties, such as the systems of exchanges, the Clearing Brokers and the executing brokers used by the Trading Advisors. As a result, if these third parties upgrade their systems, the Trading Advisors will need to make corresponding upgrades to continue effectively its trading activities. The Trust’s future success will depend on each Trading Advisor’s and third parties’ ability to respond to changing technologies on a timely and cost-effective basis.

The occurrence of a terrorist attack, or the outbreak, continuation or expansion of war or other hostilities could disrupt trading activity and materially affect profitability.

The operations of the Managing Owner, the Trading Advisors, the Trust, the exchanges, brokers and counterparties with which the Managing Owner, the Trading Advisors and the Trust do business, and the markets in which the Managing Owner, the Trading Advisors and the Trust do business could be severely disrupted in the event of a major terrorist attack or the outbreak, continuation or expansion of war or other hostilities. The terrorist attacks of September 11, 2001, have heightened this concern tremendously. The situations in Iraq and North Korea, global anti-terrorism initiatives and political unrest in the Middle East and Southeast Asia continue to fuel this concern.

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If any of the Trading Advisors are unable to attract and retain qualified employees, its ability to conduct trading activities may be adversely affected.

Each Series’ future success and growth depends on each Trading Advisor’s ability to attract and retain employees that fit into its culture. There is intense competition for the limited pool of qualified personnel that meets these criteria. If any of the Trading Advisors are unable to attract and retain qualified personnel, then its ability to successfully execute its trading strategies may be diminished.

Regulation of the commodity interest markets is extensive and constantly changing; future regulatory developments are impossible to predict, but may significantly and adversely affect the Trust.

The futures, options on futures and security futures markets are subject to comprehensive statutes, regulations and margin requirements. Recent legislation has created a new multi-tiered structure of exchanges in the United States subject to varying degrees of regulation, and rules and interpretations regarding various aspects of this new regulatory structure have only recently been proposed or finalized. Traditional futures exchanges, which are now called designated contract markets, are now subject to more streamlined and flexible core principles rather than the prior statutory and regulatory mandates. However, with respect to these traditional futures exchanges, the CFTC and the exchanges are authorized to take extraordinary actions in the event of a market emergency, including, for example, the retroactive implementation of speculative position limits or higher margin requirements, the establishment of daily limits and the suspension of trading. The regulation of commodity interest transactions in the United States is a rapidly changing area of law and is subject to on-going modification by government and judicial action. In addition, various national governments have expressed concern regarding the disruptive effects of speculative trading in the currency markets and the need to regulate the derivatives markets in general. The effect of any future regulatory change is impossible to predict, but could be substantial and adverse.

Tax and ERISA Risks

Your tax liability may exceed distributions to you.

Cash is distributed to Limited Owners at the sole discretion of the Managing Owner, and the Managing Owner does not currently intend to make any such distribution. Nevertheless, you will be taxed each year on your share of the Trust’s income and gain allocable to the Series of Units in which you invest, regardless of whether you redeem any Units or receive any cash distributions from the Trust.

You could owe taxes on your share of the Trust’s ordinary income despite overall losses.

Gain or loss on domestic futures and options on futures as well as on most foreign currency contracts will generally be taxed as capital gains or losses for Federal income tax purposes. Interest income and other ordinary income earned generally cannot be offset by capital losses. Consequently, you could owe taxes on your allocable share of ordinary income for a calendar year even if the Series in which you hold Units reports a net trading loss for that year. Also, your ability to deduct particular operating expenses allocable to your Series may be subject to limitations for purposes of calculating your Federal and/or state and local income tax liability.

You may be taxed on gains that the Trust never realizes.

Because a substantial portion of the Trust’s open positions are “marked-to-market” at the end of each year, some of your tax liability for each year will be based on unrealized gains that the Trust may never actually realize.

Partnership treatment is not assured, and if the Trust is not treated as a Partnership, you could suffer adverse tax consequences.

The Managing Owner has obtained an opinion of counsel to the effect that the Trust will be treated as a partnership for Federal income tax purposes and, assuming that at least 90% of the gross income of the Trust will

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constitute “qualifying income” within the meaning of Section 7704(d) of the Code, will not be a publicly traded partnership treated as a corporation. The Managing Owner believes it likely, but not certain, that the Trust, will meet this income test. The Trust has not requested, and does not intend to request, a ruling from the Internal Revenue Service, or the Service, concerning its tax treatment. An opinion of counsel is not binding on the Service or the courts, and is subject to any changes in applicable tax laws.

If the Trust were to be treated as a corporation for Federal income tax purposes, the net income of the Trust would be taxed at corporate income tax rates, thereby substantially reducing its distributable cash; you would not be allowed to deduct losses of the Trust; and distributions to you, other than liquidating distributions, would constitute dividends to the extent of the current or accumulated earnings and profits of the Trust and would be taxable as such. See “Federal Income Tax Consequences.”

There is the possibility of a tax audit which could result in additional taxes to you.

The Trust’s tax returns may be audited by a taxing authority, and an audit could result in adjustments to the Trust’s returns. If an audit results in an adjustment, you may be compelled to file amended returns and to pay additional taxes plus interest.

The investment of Benefit Plan Investors may be limited or prohibited if any or all of the Series are deemed to hold plan assets or if the Trading Advisors have pre-existing fiduciary relationships with certain investing Benefit Plan Investors.

Special considerations apply to investments in the Trust by employee benefit plans subject to the Employee Retirement Income Security Act of 1974, as amended, or ERISA, IRAs, Keogh Plans that do not cover common law employees and other employee benefit plans not subject to ERISA, or each, a Benefit Plan Investor. While the assets of any Series (and Sub-Class of any Series) are intended not to constitute plan assets with respect to any Benefit Plan Investors which are subject to ERISA, IRAs or Keogh Plans, the United States Department of Labor, or the DOL, could disagree. If the DOL were to find that the assets of some or all of the Series are plan assets, the Managing Owner and the Trading Advisor(s) to such Series would be fiduciaries, certain transactions in the Trust could be prohibited, and the Managing Owner would then have the right to mandatorily redeem out any Limited Owner which is a Benefit Plan Investor. For example, if the Trust were deemed to hold plan assets, the Trading Advisors may have to refrain from directing certain transactions that are currently contemplated. Furthermore, whether or not the Trust is deemed to hold plan assets, if an ERISA Plan or Individual Retirement Fund has certain pre-existing relationships with the Managing Owner, one or more Trading Advisors, the Selling Agents or a Clearing Broker, investment in a Series may be limited or prohibited. See “Employee Benefit Plan Considerations” and “Restrictions Affecting Benefit Plan Investors.”

Foreign investors may face exchange rate risk and local tax consequences.

Foreign investors should note that the Units are denominated in U.S. dollars and that changes in the rates of exchange between currencies may cause the value of their investment to decrease. Foreign investors should consult their own tax advisors concerning the applicable U.S. and foreign tax implications of this investment.

You are strongly urged to consult your own tax advisor and counsel about the possible tax consequences to you of an investment in the Trust. Tax consequences may differ for different investors, and you could be affected by changes in the tax laws.

Regulatory Risks

Government regulations may change and adversely affect the Trust.

Considerable regulatory attention has recently been focused on publicly distributed partnerships, and, in particular, on “commodity pools” such as the Trust. In addition, tax law revisions could have a materially adverse effect on the Trust. Concern has also been expressed about speculative pools of capital trading in the currency

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markets, because these pools have the potential to disrupt central banks’ attempts to influence exchange rates. In the current environment, you must recognize the possibility that future regulatory changes may alter, perhaps to a material extent, the nature of an investment in any Series of the Trust.

Failure of the Trust’s other counterparties may result in losses to the Trust.

The Trust may be unable to recover its assets in the event of the bankruptcy of any other counterparty with whom it trades. Such inability to recover the Trust’s assets may result in losses to your investment.

CFTC registrations could be terminated which could adversely affect the Trust or a Series.

If the CE Act registrations or NFA memberships of the Managing Owner or the Trading Advisors were no longer effective, these entities would not be able to act for the Trust. If the Managing Owner or a Trading Advisor were unable to act for the Trust or a Series, it could adversely affect the Trust or such Series.

For example, if the Managing Owner’s registration as a commodity pool operator, or CPO, under the CE Act or the Managing Owner’s membership as a CPO with the NFA were suspended, revoked or terminated, unless there were at least one remaining Managing Owner whose registration or membership has not been suspended, revoked or terminated, the Trust will be required to dissolve.

Likewise, if a Trading Advisor’s registration as a commodity trading advisor under the CE Act or such Trading Advisor’s membership as a commodity trading advisor with the NFA were suspended, revoked or terminated, the Trust would remove such Trading Advisor as a trading advisor for the applicable Series. The Managing Owner would then either terminate the Series or hire another commodity trading advisor to act as Trading Advisor for such Series.

The Trust and the Managing Owner have been represented by unified counsel, and you will not benefit from further review of this offering by independent counsel.

In connection with this offering, the Trust and the Managing Owner have been represented by unified counsel, and the offering and this Prospectus have only been reviewed by such unified counsel. To the extent that the Trust, the Managing Owner or you could benefit by further independent review, such benefit will not be available.

Although the foregoing risk factors are not a complete explanation of all the risks involved in purchasing interests in a fund that invests in the highly speculative, highly leveraged trading of futures, forwards and options, the foregoing risk factors are a complete explanation of all material risks involved in purchasing Units in the Trust. You should read this entire Prospectus before determining to subscribe for Units.

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STRUCTURE OF THE TRUST

The Trust was formed on August 8, 2003, as a Delaware statutory trust and will issue separate Series of Units in segregated pools of assets of the Trust, pursuant to the requirements of the Delaware Statutory Trust Act, as amended, or the Trust Act. The Trust’s office in the State of Delaware is c/o Wilmington Trust Company, 1100 N. Market Street, Rodney Square North, Wilmington, Delaware 19805. The Trust’s principal office is c/o Equinox Fund Management, LLC, 1660 Lincoln Street, Suite 100, Denver, Colorado 80264.

The Trust is a multi-advisor commodity pool as described in CFTC Regulation § 4.10(d)(2).

Purchasers of Units will become limited owners of the Trust, or Limited Owners. The Trust Act provides that, except as otherwise provided in the amended and restated declaration of trust and trust agreement of the Trust, or the Trust Agreement, Unitholders in a Delaware statutory trust will have the same limitation of liability as do stockholders of private corporations organized under the General Corporation Law of the State of Delaware. The Trust Agreement confers substantially the same limited liability, and contains the same limited exceptions thereto, as would a limited partnership agreement for a Delaware limited partnership engaged in like transactions as the Trust. In addition, pursuant to the Trust Agreement, the Managing Owner of the Trust is liable for obligations of a Series in excess of that Series’ assets. Limited Owners do not have any such liability. See “The Trust Agreement—Liabilities—Exercise of Rights by Limited Owners.”

THIS POOL HAS NOT COMMENCED TRADING AND DOES NOT HAVE ANY PERFORMANCE HISTORY.

Overview of the Series

The Trust’s Units will initially be offered in five (5) separate Series: Balanced Series, Graham Series, Beach Series, C-View Currency Series and Dunn Series. The Trust, with respect to each Series, will offer Units in two separate Sub-Classes—Class 1 and Class 2. The Trust, with respect to each Series, will engage in the speculative trading of a diversified portfolio of futures, forward (including interbank foreign currencies) and options contracts and other derivative instruments and may, from time to time, engage in cash and spot transactions. One hundred percent (100%) of the assets of Graham Series, Beach Series, C-View Currency Series and Dunn Series will be invested in the Trading Company for such Series. The assets of the Balanced Series will be invested in several different Trading Companies. Each Trading Company (except the Trading Company for the Balanced Series) will have its own Trading Advisor that will manage 100% of the assets invested in such Trading Company and make that Trading Company’s trading decisions. It is expected that between 10% and 40% of each Series’ assets normally will be committed as margin for commodities trading, but from time to time these percentages may be substantially more or less. See “Trading Limitations and Policies.”

The Trading Advisors were selected based upon the Managing Owner’s evaluation of each Trading Advisor’s past performance, trading portfolios and strategies, as well as how each Trading Advisor’s performance, portfolio and strategies complement and differ from those of the other Trading Advisors. The Managing Owner is authorized under each advisory agreement between the Trust, the relevant Trading Company, the Managing Owner and each Trading Advisor, or each, an Advisory Agreement, however, to utilize the services of additional trading advisors for any Series. The Managing Owner will invest 100% of the proceeds from the Initial Offering of each Series’ Units in the Trading Company and the Trading Advisor (or Trading Companies and Trading Advisors, in the case of the Balanced Series Units) for each such Series and all such

proceeds will be initially available for commodities trading purposes. It is currently contemplated that 100% of additional capital raised from such Series during the Continuous Offering of Units will continue to be invested in each Trading Company (or Trading Companies, in the case of the Balanced Series Units). The Trading Advisors are not affiliated with the Trust, the Trustee or the Managing Owner. If a Trading Advisor’s trading reaches a level where certain position limits restrict its trading, that Trading Advisor will modify its trading instructions for the

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Series and its other accounts in a good faith effort to achieve an equitable treatment of all accounts. See “Past Performance of Other Pools Sponsored by the Managing Owner and The Bornhoft Group Corporation.” None of the Trading Advisors nor any of their principals currently have any beneficial interest in the Trust, but some or all of such persons may acquire such an interest in the future. Dunn, its principals and/or its affiliates, have agreed to invest a minimum of $2,000,000 in the Dunn Series. For every $1.00 that is invested in the Dunn Series by investors not affiliated with Dunn during each quarter, however, Dunn, such principals, and/or such affiliates, have the right to withdraw $0.75 of its initial investment as of the end of such quarter. As of the date of this Prospectus, none of the Trading Advisors (except Dunn) or any principal of a Trading Advisor owns any beneficial interest in the Trust, but any of them is free to do so. For a summary of the Advisory Agreements between each Trading Advisor, the Trust and the Managing Owner, see “Advisory Agreements.”

With respect to the Balanced Series, the Managing Owner may employ leverage at two possible levels. First, the Managing Owner may strategically employ notional equity at the overall portfolio level by strategically allocating an amount of assets to the Trading Advisors in excess of the Balanced Series net assets, thereby increasing the overall leverage of the Balanced Series’ portfolio. Second, the Managing Owner may utilize various techniques when allocating assets amongst various Trading Advisors that employ varying amounts of leverage within their individual trading programs. See the Balanced Series Appendix.

For a description of each Series’ Trading Advisor(s) and its(their) principals, as well as a general description of the trading strategies and trading portfolios each Trading Advisor will employ in its trading on behalf of the Trust, the past performance of such Trading Advisor(s), the Break-Even Analysis for each Series and management and incentive fees to be charged to each Series of Units, see the Appendix for such Series. The descriptions in such Appendices were derived by the Managing Owner in part from information contained in each Trading Advisor’s CFTC disclosure document, which each Trading Advisor itself prepared. Because the Trading Advisors’ trading strategies are proprietary, the descriptions in each Appendix are of necessity general in nature.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Prospectus includes forward-looking statements that reflect the Managing Owner’s current expectations about the future results, performance, prospects and opportunities of the Trust. The Managing Owner has tried to identify these forward-looking statements by using words such as “may,” “will,” “expect,” “anticipate,” “believe,” “intend,” “should,” “estimate” or the negative of those terms or similar expressions. These forward-looking statements are based on information currently available to the Managing Owner and are subject to a number of risks, uncertainties and other factors, both known, such as those described in “Risk Factors” and elsewhere in this Prospectus, and unknown, that could cause the Trust’s actual results, performance, prospects or opportunities to differ materially from those expressed in, or implied by, these forward-looking statements.

You should not place undue reliance on any forward-looking statements. Except as expressly required by the Federal securities laws, the Managing Owner undertakes no obligation to publicly update or revise any forward-looking statements or the risks, uncertainties or other factors described in this Prospectus, as a result of new information, future events or changed circumstances or for any other reason after the date of this Prospectus.

TRADING LIMITATIONS AND POLICIES

The following limitations and policies are applicable to the Trust as a whole and, at the outset, to each Series individually. The application of these limitations and policies will be identical for all Series of the Trust and each Trading Advisor. A Trading Advisor sometimes may be prohibited from taking positions for a Series that it would otherwise prefer to acquire because of the need to comply with these limitations and policies. The Managing Owner will monitor compliance with the trading limitations and policies set forth below, and it may impose such additional restrictions upon the trading activities of any Trading Advisor (through modification of the limitations and policies) as it, in good faith, deems appropriate and in the best interests of each Series, subject to the terms of each Advisory Agreement. See “Advisory Agreements.”

The Managing Owner will not approve a material change in the following trading limitations and policies for any Series without obtaining the prior written approval of Limited Owners holding Units representing at least

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a majority (over 50%) of the Net Asset Value of that Series (excluding Units owned by the Managing Owner and its Affiliates). The Managing Owner may, however, without obtaining such approval, impose additional limitations on the trading or investment activities of each Series or on the types of instruments in which a Trading Advisor can invest if the Managing Owner determines that additional limitations are necessary to assure that 90% of the Trust’s income is Qualifying Income or are in the best interests of a Series.

Trading Limitations

No Series of the Trust will: (i) engage in pyramiding its commodities positions (i.e., use unrealized profits on existing positions to provide margin for the acquisition of additional positions in the same or a related commodity), but may take into account open trading equity on existing positions in determining generally whether to acquire additional commodities positions; (ii) borrow or loan money (except with respect to the initiation or maintenance of the Series’ commodities positions or obtaining lines of credit for the trading of forward currency contracts; provided, however, that each Series of the Trust is prohibited from incurring any indebtedness on a non-recourse basis); (iii) permit rebates to be received by the Managing Owner or its affiliates, or permit the Managing Owner or any affiliate to engage in any reciprocal business arrangements that would circumvent the foregoing prohibition; (iv) permit any Trading Advisor to share in any portion of the commodity brokerage fees paid by a Series of the Trust; (v) commingle its assets, except as permitted by law; or (vi) permit the churning of its commodity accounts.

The Trust, with respect to each Series, will conform in all respects to the rules, regulations and guidelines of the markets on which its trades are executed.

Trading Policies

Subject to the foregoing limitations, each Trading Advisor has agreed to abide by the trading policies of the Series of the Trust, which currently are as follows:

(1)    Series funds generally will be invested in contracts that are traded in sufficient volume which, at the time such trades are initiated, are reasonably expected to permit entering and liquidating positions.

(2)    Stop or limit orders may, in a Trading Advisor’s discretion, be given with respect to initiating or liquidating positions in order to attempt to limit losses or secure profits. If stop or limit orders are used, however, no assurance can be given that the Clearing Brokers will be able to liquidate a position at a specified stop or limit order price, due to either the volatility of the market or the inability to trade because of market limitations.

(3)    A Trading Advisor generally will not initiate an open position in a futures contract (other than a cash settlement contract) during any delivery month in that contract, except when required by exchange rules, law or exigent market circumstances. This policy does not apply to forward and cash market transactions.

(4)    A Trading Advisor, on behalf of the applicable Trading Company, may occasionally make or accept delivery of a commodity including, without limitation, currencies. A Trading Advisor also may engage in “EFP” transactions (i.e., an exchange of futures for physical transaction, as permitted on the relevant exchange) involving currencies and metals and other commodities. Provided that the applicable Trading Company constitutes an “eligible contract participant” (as such term is defined in Section 1(a)(12) of the CE Act), the Trading Advisor may engage in swap transactions on behalf of such Trading Company.

(5)    A Trading Advisor may, from time to time, employ trading techniques such as spreads, straddles and conversions.

(6)    A Trading Advisor will not initiate open futures or option positions that would result in net long or short positions requiring as margin or premium for outstanding positions in excess of 15% of the applicable Series’ Net Asset Value for any one commodity or in excess of 66% of the applicable Series’ Net Asset Value for all commodities combined. Under certain market conditions, such as where there is an

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inability to liquidate open commodities positions because of daily price fluctuations, the Managing Owner may be required to commit as margin in excess of the foregoing limits and in such case the Managing Owner will cause the Trading Advisor to reduce its open futures and option positions to comply with these limits before initiating new commodities positions.

(7)    If a Trading Advisor engages in transactions in forward currency contracts on behalf of a Series other than with or through the Clearing Brokers, it will only engage in such transactions with or through a bank that has, as of the end of its last fiscal year, an aggregate balance in its capital, surplus and related accounts of at least $100,000,000, as shown by its published financial statements for that year, and through other broker-dealer firms whose aggregate balance in its capital, surplus and related accounts is at least $50,000,000. If transactions are effected for a Trading Company in the forward markets, the only forward markets that will be permitted to be utilized are the interbank foreign currency markets and the London Metal Exchange. The utilization of other forward markets requires the consent of the Managing Owner.

DESCRIPTION OF THE TRUST, TRUSTEE, MANAGING OWNER AND AFFILIATES

The Trust was formed on August 8, 2003, under the Trust Act. The sole trustee of the Trust is Wilmington Trust Company, which delegated its duty and authority for the management of the business and affairs of the Trust to the Managing Owner and will have no liability. See “Fiduciary Responsibilities—Accountability.”

The Managing Owner may be deemed to be, and the Trustee will not be deemed to be, a “Promoter” of the Trust within the meaning of the Securities Act. None of the foregoing persons is an “affiliate” (as that term is used for purposes of the Securities Act) of any of the Trading Advisors. The Managing Owner may be deemed to be a “parent” of the Trust within the meaning of the Federal securities laws.

A brief description of the Trustee, the Managing Owner, and the officers and directors of the Managing Owner, follows:

The Trustee

Wilmington Trust Company, a Delaware banking corporation, is the sole trustee of the Trust. The Trustee’s principal offices are located at 1100 N. Market Street, Rodney Square North, Wilmington, Delaware 19805. The Trustee is unaffiliated with each of the Managing Owner and the Trading Advisors, and the Trustee’s duties and liabilities with respect to the offering of the Units and the administration of the Trust are limited to its express obligations under the Trust Agreement. The Trustee will accept service of legal process upon the Trust in the State of Delaware. See “Trust Agreement—Trustee.” Limited Owners will be notified by the Managing Owner of any change of the Trust’s trustee.

The Managing Owner

Equinox Fund Management, LLC, a Delaware limited liability company formed in June 2003, is the managing owner of the Trust. The Managing Owner became registered with the CFTC as a CPO as of August 6, 2003, and has been a member in the NFA in such capacity since that date. The Managing Owner’s main business office is located at 1660 Lincoln Street, Suite 100, Denver, Colorado 80264, telephone (303) 837-0600. For a description of the Managing Owner’s responsibilities to the Trust, see “Duties of the Managing Owner.”

The most recent consolidated statement of financial condition of the Managing Owner and report of the independent accountants thereon is attached to this Prospectus. See “Index to Certain Financial Information.”

Principals of the Managing Owner

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

Richard E. Bornhoft is the President, Chief Operating Officer, Manager and a member of the managing committee of the Managing Owner, or the Executive Committee. In addition, Mr. Bornhoft has been registered as a principal and an associated person of the Managing Owner since August 2003. Mr. Bornhoft also is President

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of The Bornhoft Group Corporation, or The Bornhoft Group, and has been registered as a principal and an associated person of The Bornhoft Group since September 1985 and November 1985, respectively. Mr. Bornhoft is also a principal of Bornhoft Group Securities Corporation, a registered broker/dealer, and SectorQuant Capital Management. Mr. Bornhoft has over twenty years of experience in advising both Private and Institutional clientele in the alternative investment industry, beginning his career in 1979. The Bornhoft Group was formed in 1985 as an investment management firm, providing alternative investments (i.e., investments other than long-only investments in publicly-traded stocks, bonds and cash-equivalent securities) to institutions and high net worth investors. Over the past two decades, Mr. Bornhoft has been responsible for the planning, creation and execution of the company’s business strategy. This responsibility has included such tasks as the design, technology and implementation of the asset allocation, valuation and risk management systems, and the distribution of client assets into alternative investment products and services. His company has designed and operated alternative investment portfolios for approximately twenty (20) pension plans, corporations and banking institutions throughout the world. Prior to forming The Bornhoft Group in 1985, Mr. Bornhoft was Vice-President of Product Development for the Managed Account Corporation, an investment- consulting firm that offered Alternative Investment products to its clientele. From 1979 to 1983, his activities included serving as a Denver branch manager for Geldermann, Inc. (a Chicago-based brokerage firm) and as an investment advisor, developing trading systems and advising client assets in alternative investments. He has served on numerous arbitration boards and various committees of certain regulatory and industry organizations and is a frequent speaker at international conferences and symposiums on alternative investments. He has written numerous articles in leading financial publications and is a contributing author to The Handbook of Managed Futures—Performance, Evaluation and Analysis (McGraw-Hill, 1997) and Searching for Alpha—The Quest for Exceptional Investment Performance (Wiley, 2000). Mr. Bornhoft is a board member and principal of Morningstar Hedge Inc. He currently holds SEC/NASD Series 7, 24 and 63 registrations, in addition to a CFTC/NFA series 3 registration.

Ron S. Montano is the Chief Administration Officer and Secretary of the Managing Owner. In addition, Mr. Montano has been registered as a principal of the Managing Owner since August 2003. Mr. Montano is also the Chief Operations Officer of The Bornhoft Group. Mr. Montano joined the Bornhoft Group in November 1997 and has been registered as a principal thereof since May 1998. Mr. Montano is also a principal of Bornhoft Group Securities Corporation. His responsibilities include providing oversight and management to all divisions of The Bornhoft Group companies, managing all personnel activities, and directing marketing campaigns. Mr. Montano draws upon his extensive experience in leadership and management skills during his successful and highly decorated 23-year career in the United States Army/Army Recruiting Command. He achieved the rank of Command Sergeant Major responsible for administrative functions including manpower assessment, relocation and problem solving, training, documentation and community relations. During his tenure, his oversight has included overseeing six recruiting companies and 51 recruiting stations within the New England states territory, and seven companies and 52 recruiting offices and over 300 recruiting sales representatives in Michigan, which was the largest recruiting territory in the United States. He graduated with a degree in Applied Science as well as being selected for and graduated from the United States Army Sergeants Major Academy. Mr. Montano was selected to be directly involved in the United States Army Recruiting Command policy development process. He has been highly decorated for his accomplishments in promoting his assigned territories, which earned him the Army’s coveted “Legion of Merit Award.”

Brent Bales is the Chief Accounting Officer of the Managing Owner. In addition, Mr. Bales has been registered as a principal of the Managing Owner since August 2003. Mr. Bales is also the Vice President of Finance for The Bornhoft Group. Mr. Bales joined The Bornhoft Group in June 2000 and has been registered as a principal thereof since December 2001. Prior to that, from June 1992 through June 2000, he was employed as the Controller of Colorado Pen Company. Mr. Bales’ responsibilities include supervision of all accounting activities, valuation of client portfolios and monitoring of risk management systems. Mr. Bales has over 25 years of experience in finance, accounting and the operation of businesses, as well as over 15 years of experience in senior management positions with various start-up and developmental businesses. He is a Certified Public Accountant with past experience that includes tenures with Touche Ross & Co. and other corporations with

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responsibilities that encompassed auditing, revenue and cost accounting, cash management and tax audit representation. Mr. Bales received his Bachelor’s degree in Accounting in 1973 from University of Denver and his Certified Public Accountant certification in 1977.

Executive Committee

The Executive Committee is responsible for the general oversight of the Managing Owner’s business and functions like a board of directors of a corporation. The initial members of the Executive Committee are Richard E. Bornhoft, John C. Plimpton and John R. Zumbrunn.

Richard E. Bornhoft

Mr. Bornhoft’s biography appears above under the caption “Officers of the Managing Owner.”

John C. Plimpton

Mr. Plimpton is a member of the Executive Committee of the Managing Owner. In addition, Mr. Plimpton has been registered as a principal and associated person of the Managing Owner since August 2003 and has been a member of the NFA in such capacities as of such date. He has raised assets and marketed the investment programs of several prominent commodity trading advisors. In November 2002, Mr. Plimpton formed Solon Capital, LLC and T-Rex Brokerage, LLC, commodity pool operator and independent brokerage firms. These businesses raise assets for commodity trading advisors and structure innovative products to support asset-raising. Mr. Plimpton has been registered with the CFTC as a principal and as an associated person of Solon Capital, LLC since December 2002 and has been a member of the NFA in such capacities since June 2003. Mr. Plimpton is associated with T-Rex Brokerage, LLC which had applied for registration with the CFTC as an introducing broker but withdrew such registration in September 2003.

He was a Director of Investments at Willowbridge Associates Inc. from 1995 through September of 2000 where he was responsible for raising assets and for evaluating investment opportunities in insurance and financial services for Willowbridge Associates Inc. and its affiliates, including Union Spring Asset Management, Inc. From September 2000 through January 2001, he was employed at Quantitative Financial Services in Stamford, Connecticut.

From February 2001 through September 2002, he was the Director of Corporate Development for Beacon Management Corporation USA of Princeton, New Jersey. Mr. Plimpton has been registered with the CFTC as an associated person of Beacon Management Corporation USA since February 2001 and has been a member of the NFA in such capacity as of such date.

He holds a B.A. in Economics from the University of Chicago and an M.B.A. in corporate finance and corporate accounting from the William E. Simon School of Management at the University of Rochester. He earned his Chartered Life Underwriter and Chartered Financial Consultant designations from the American College.

John R. Zumbrunn

Mr. Zumbrunn is a member of the Executive Committee of the Managing Owner. In addition, Mr. Zumbrunn has been registered as a principal of the Managing Owner since August 2003. Since 1995 he has served as a financial and trading consultant to Willowbridge Associates Inc. and Union Spring Asset Management, Inc., and as a principal of Millstone Portfolio Management, an advisory affiliate of Union Spring Asset Management, Inc. Since 1985 Mr. Zumbrunn was Managing Director of Princeton Investment Technologies, an investment advisory and consulting firm. From 1991 to 1994, he was the Director of Research of Tricon U.S.A., a managed futures and alternative investments fund. Since July 1982, Mr. Zumbrunn has been registered with the CFTC as a sole proprietor commodity trading advisor and has been a member of the NFA in

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such capacity as of such date. He has over 20 years of investment, trading, and quantitative research experience with Chemical Bank, The Prudential Insurance Company of America, Salomon Brothers, and Commodities Corporation. Mr. Zumbrunn holds a Ph.D. in Mathematics from the University of California at Berkeley and an A.B. in Mathematics from Princeton University and has taught mathematics at Columbia University and the City University of New York.

The sole members of the Managing Owner are Plimpton Capital, LLC and The Bornhoft Group which have been registered as principals of the Managing Owner since August 2003.

The Bornhoft Group

The overall fund management and asset allocation activities will be performed for the Trust by one of the members of Managing Owner, The Bornhoft Group. The Bornhoft Group has been registered with the CFTC as a CPO and as a commodity trading advisor since November 1985 and has been a member of the NFA in such capacities as of such date. The principals of The Bornhoft Group are Richard E. Bornhoft, Ron S. Montano and Brent Bales. The biographies for Messrs. Bornhoft, Montano and Bales appear above under the caption “Officers of the Managing Owner.”

Established in 1985, The Bornhoft Group (formerly Hart-Bornhoft, Inc.) is one of the oldest asset management firms specializing in alternative investments. The firm structures and actively manages funds and portfolios comprised of performance-oriented portfolio managers for United States and internationally based private and institutional investors. Investments include managed futures, hedge funds, alternative investment indexing, structured notes and portfolio overlays.

The Bornhoft Group has specialized in the identification, research, and management of multi-advisor managed futures portfolios since its inception with allocated assets of over $1.1 billion to CTA’s. Over its history, The Bornhoft Group has also established relationships with over twenty-five (25) U.S. brokerage firms that have sold their commodity and hedge funds.

The Bornhoft Group has a database of over 2000 alternative investment programs. It began the creation of a proprietary database of Advisors as well as proprietary analytical software in 1983. Since this time, the company’s database has evolved to also include commercial information. It has a well-established and tested infrastructure that provides fund administration, accounting, cash management, client services and reporting services for commodity and hedge funds (began development in 1989 of proprietary fund administration and valuation systems).

The Bornhoft Group has an on-going commitment to the development of alternative investment products.

Experience of, and Past Performance of Other Pools Sponsored by, the Managing Owner and The Bornhoft Group

The Managing Owner currently does not sponsor any other commodity pools or commodity funds. Mr. Bornhoft, Mr. Montano and Mr. Bales, however, are affiliated with The Bornhoft Group, which currently is the general partner/managing owner and commodity pool operator of non-public commodity funds.

Established in 1985, The Bornhoft Group Corporation is one of the oldest alternative investment advisors in the investment industry. The principals of The Bornhoft Group designed their first multi-manager futures fund in 1983. The Bornhoft Group (its principals, predecessors and affiliates) have financially engineered and managed alternative investment portfolios and/or Structured Derivative Products for approximately twenty (20) of the largest Banking organizations in the world, multi-billion dollar Public Pension Plans, as well as several Fortune 500 Corporations. The Bornhoft Group’s current profile includes the following: a) presently manages twelve (12) futures and hedge funds, b) presently has over $650 million under its direction and management, c) has allocated over $1.1 billion to Managed Futures Advisors.

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Set forth on the following page (in Capsule A) is the performance record of trading from January 1998 through August 2003 for the non-public commodity funds for which The Bornhoft Group acts as the general partner and CPO.

The Bornhoft Group has established and managed more than a dozen managed futures funds since 1985. These managed futures funds have varied in type and structure from single advisor funds to multiple advisor funds. The funds presented in Capsule A include several single advisor funds designed for “emerging advisors,” funds developed for a few established advisors and a few multiple advisor funds. Each of the listed funds is only available to accredited (high net worth) investors.

The Bornhoft Group has experienced numerous performance cycles within the managed futures industry over the past two decades. These performance cycles have ranged from difficult losing periods to exceptional performance periods. Specific to The Bornhoft Group funds, the largest losing time periods documented in Capsule A represent some of these most difficult times.

Four of the funds presented in Capsule A have had monthly drawdowns in excess of 10%, six of the funds have had peak-to-valley drawdowns in excess of 25% and one fund has yielded investors a loss over the five year and year to date periods that are reported therein (e.g., BG Chesapeake 2 XL Fund LP).

Since the investment mandate and expenses of each fund is different from one another and none of the listed funds have the same investment objective or expenses as the Trust, performance shown in Capsule A is not necessarily a reliable indicator of future results for the Trust.

THE INFORMATION IN CAPSULE A HAS NOT BEEN AUDITED. HOWEVER, THE MANAGING OWNER REPRESENTS AND WARRANTS THAT THE CAPSULE IS COMPLETE AND ACCURATE IN ALL MATERIAL RESPECTS.

THIS POOL HAS NOT COMMENCED TRADING, AND DOES NOT HAVE ANY PERFORMANCE HISTORY.

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CAPSULE A

CAPSULE PERFORMANCE OF OTHER POOLS OPERATED BY THE BORNHOFT GROUP

CORPORATION AND AFFILIATE(S)

(SEE ACCOMPANYING NOTES)

Name of Fund	Inception of Trading	Gross Aggregate Subscriptions		Current Total NAV		Worst Monthly % Drawdown	Worst Peak-to-Valley Drawdown	1998	1999	2000	2001	2002	2003†
Privately Offered Single-Advisor Funds
Chesapeake LP	5/96	$	47,039,671	$	13,891,437	(11.10)% 11/01	(25.65)% 3/01-4/02	11.16%	(2.24)%	5.31%	(14.32)%	11.34%	12.81%
Ascent Fund, Ltd.	4/95	$	1,527,602	$	541,275	(5.92)% 7/98	(33.82)% 2/97-7/98	0.86%	26.03%	15.06%	10.66%	(4.32)%	(0.19%)
Ascent Growth Fund, Ltd.	9/98	$	725,445	$	898,743	(6.17)% 1/99	(7.26)% 11/98-1/99	3.67%	3.21%	11.18%	5.78%	15.93%	4.08%
Privately Offered Multi-Advisor Funds
Legends Fund LP (Series A)	5/92	$	9,367,875	$	3,160,484	(4.11)% 4/98	(5.19)% 2/00-7/00	20.85%	4.35%	7.24%	10.27%	5.66%	9.20%
Legends Fund LP (Series B)	1/03	$	1,440,666	$	1,506,005	(1.83)% 3/03	(2.59)% 1/03-3/03	N/A	N/A	N/A	N/A	N/A	4.38%
Legends Fund LP (Series C)	12/01	$	102,314.63	$	114,042	(3.94)% 7/02	(8.66)% 12/01-8/02	N/A	N/A	N/A	4.96%	(5.28)%	21.95%
Legends Fund LP (Series D)	8/01	$	3,121,096	$	2,234,794	(0.74)% 10/02	(1.29)% 8/02-10/02	N/A	N/A	N/A	1.49%	7.88%	5.35%
Closed Funds
MAR Trading Advisor Index Fund LP (Cls’d 8/01)	8/97				N/A	(6.31)% 4/01	(9.34)% 10/98-7/00	11.05%	(4.70)%	12.61%	(0.11)%	N/A	N/A
Emerald Masters LP (Cls’d 9/02)	7/98				N/A	(6.55)% 3/00	(15.95)% 2/00-8/02	(5.75)%	16.01%	2.73%	(3.37)%	(2.19)%	N/A
BG Chesapeake 2XL Fund LP (Cls’d 12/02)	1/99				N/A	(16.16)% 9/00	(40.86)% 3/01-4/02	N/A	(7.39)%	1.65%	(25.46)%	19.01%	N/A
Witter & Lester Strategic Equity Fund, Ltd. (Cls’d 4/02)	1/93				N/A	(6.92)% 9/01	(21.36)% 1/01-1/02	20.64%	6.69%	17.39%	(18.66)%	1.77%	N/A
Yankee Prognostics Diversified Hedge Fund, LP (Cls’d 4/00)	9/98				N/A	(28.12)% 4/00	(35.32)% 2/00-4/00	(7.25)%	17.91%	N/A	N/A	N/A	N/A
Chesapeake ARS LP (Cls’d 12/98)	7/96				N/A	(11.18)% 8/98	(11.26)% 6/98-8/98	31.33%	N/A	N/A	N/A	N/A	N/A
Hollingsworth Fund, Ltd. (Cls’d 12/99)	1/90				N/A	(6.00)% 7/98	(35.08)% 2/97-7/98	(0.64)%	25.96%	N/A	N/A	N/A	N/A
Prof. Managed Futures Fund, Ltd. (Cls’d 12/99)	4/86				N/A	(6.09)% 7/98	(39.87)% 1/94-7/98	(4.83)%	19.46%	N/A	N/A	N/A	N/A

† Updated 10/31/03

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

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NOTES TO CAPSULE A:

The above capsule information presents the results for each fund. A summary of the significant accounting policies which have been followed in preparing the accompanying capsule performance information. All performance has been prepared on an accrual basis in accordance with accounting principles generally accepted in the Unites States of America.

Worst Monthly Percentage draw-down: Represents the largest loss experienced by the fund in any calendar month expressed as a percentage of the beginning Net Asset Value. The term “draw-down” means losses experienced by the fund over a specified period.

Worst Peak-to-Valley draw-down: Represents the greatest cumulative percentage decline in the month end net asset value due to losses sustained by the fund during any period in which the initial month end Net Asset Value is not equaled or exceeded by a subsequent month end Net Asset Value.

Monthly Rate of Return: The Monthly Rate of Return is computed by dividing the Net Performance (net trading gain or loss less all expenses plus other income) by Adjusted Beginning Equity (end of prior month equity adjusted for additions and redemptions).

Annual Rate of Return: Represents the cumulative compounded rate of return for each year or portion thereof. It is computed by applying successively the respective monthly rate of return for each month beginning with the first month presented in each period and represents the net percentage change since the beginning of the period presented.

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DUTIES OF THE MANAGING OWNER

Management of the Trust

The Managing Owner will manage each Series’ business and affairs, but will not (except in certain limited, and essentially emergency, situations) direct the trading activities for any Series. The Managing Owner will be responsible for the renewal of the Advisory Agreements with the Trading Advisors, as well as for the selection of additional and/or substitute trading advisors. See “Advisory Agreements.” In addition, the Managing Owner selected the Trustee and is responsible for determining whether to retain or replace the Trustee.

The Managing Owner will be directly responsible for preparing monthly and annual reports to the Limited Owners, filing reports required by the CFTC, the SEC and any other Federal or state agencies or self-regulatory organizations, and calculating the Net Asset Value of each Series and all fees and expenses, if any, to be paid by each Series. The Managing Owner provides suitable facilities and procedures for handling and executing redemptions, exchanges, transfers and distributions (if any), and the orderly liquidation of each Series. The Managing Owner is responsible for selecting the futures commission merchants for the Trust and each Series.

Retention of Affiliates

The Managing Owner may retain affiliates to provide certain administrative services necessary to the prudent operation of the Trust and each Series so long as the Managing Owner has made a good faith determination that:

• the affiliate that it proposes to engage is qualified to perform such services;

• the terms and conditions of the agreement with an affiliate are no less favorable than could be obtained from equally qualified unaffiliated third parties; and

• the maximum period covered by any such agreement shall not exceed one year, and shall be terminable without penalty upon sixty (60) days’ prior written notice by the Trust.

The fees of any such affiliates will be paid by the Managing Owner or an affiliate.

Notification of Decline in Net Asset Value

If the estimated Net Asset Value per Unit of any Series declines, as of the end of any Business Day, to less than 50% of the Net Asset Value per Unit of that Series as of the end of the immediately preceding Valuation Point, the Managing Owner will notify the Limited Owners of that Series within seven (7) Business Days of such decline. The notice will include a description of the Limited Owners’ voting and redemption rights.

Maximum Contract Term

The Trust or any Series of the Trust is prohibited from entering into any contract with the Managing Owner or its affiliates which has a term of more than one (1) year and which is not terminable by the Trust without penalty upon sixty (60) days’ prior written notice.

The Managing Owner participates in the income and losses of each Series in the proportion which its ownership of General Units bears to the total number of Units of a Series on the same basis as the Limited Owners.

Selection and Replacement of Trading Advisors

The Managing Owner is responsible for the selection, retention and termination of the Trading Advisors on behalf of each Series. The Managing Owner has delegated such responsibility to one of its principals—The Bornhoft Group.

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The Bornhoft Group utilizes certain Quantitative and Qualitative analysis within the identification, evaluation and selection of the Trading Advisors. The Bornhoft Group’s proprietary and commercial analytical software programs and comprehensive trading advisor database provide the Quantitative basis for the Trading Advisor selection and portfolio implementation process.

In 1983, the principals of The Bornhoft Group began compiling The Bornhoft Group’s proprietary database of the leading United States and internationally based alternative investment programs. Trading Advisors are monitored and performance data is entered on a daily, monthly, quarterly or bi-annual basis according to an internal ranking system.

The Bornhoft Group’s research department is continually refining ways to assimilate the vast amounts of trading advisor performance data and due-diligence information. The proprietary and commercial database of alternative investment programs is always increasing. Research team members constantly interact with Trading Advisors throughout the due-diligence and monitoring process. Only those programs that have met strict Quantitative and Qualitative review are considered as potential managers of client assets. Following is a summary of the quantitative and qualitative analysis:

Quantitative Analysis

The Bornhoft Group’s analytical software system applies a variety of statistical measures towards the evaluation of current and historical advisor performance data. Statistical measures include but are not limited to: 1) risk/reward analysis, 2) time window analysis, 3) risk analysis, 4) correlation analysis, 5) statistical overlays and 6) cycle analysis.

Qualitative Analysis

Although Quantitative analysis statistically identifies the top performing Trading Advisors, Qualitative analysis plays a major role in the Trading Advisor evaluation and final selection process. Each Trading Advisor The Bornhoft Group monitors initially undergoes extensive Qualitative review by The Bornhoft Group’s research department, as well as continual monitoring. This analysis includes, but is not limited to: 1) preliminary information and due-diligence, 2) background review, 3) onsite due-diligence, 4) extensive due diligence questionnaires and 5) written review and periodic updates. This information allows a thorough review of each Trading Advisor’s trading philosophy, trading systems and corporate structure.

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FIDUCIARY RESPONSIBILITIES

Accountability

Pursuant to the Trust Act, the Trustee has delegated to the Managing Owner responsibility for the management of the business and affairs of the Trust and each Series, and it has neither a duty to supervise or monitor the Managing Owner’s performance nor liability for the acts or omissions of the Managing Owner. The Trustee retains a statutory fiduciary duty to the Trust only for the performance of the express obligations it retains under the Trust Agreement, which are limited to the making of certain filings under the Trust Act and to accepting service of process on behalf of the Trust in the State of Delaware. The Trustee owes no other duties to the Trust or any Series. The Managing Owner is accountable to each Limited Owner as a fiduciary and must exercise good faith and fairness in all dealings affecting the Trust. Under the Trust Act, if, in law or equity, the Trustee or the Managing Owner has duties (including fiduciary duties) to the Trust or to the Limited Owners, and liabilities relating to those duties, (i) the Trustee and the Managing Owner shall not be liable for their good faith reliance on the provisions of the Trust Agreement, and (ii) the Trustee’s and the Managing Owner’s duties and liabilities may be expanded or restricted by the express provisions of the Trust Agreement. The Managing Owner may not contract away its fiduciary obligations.

Legal Proceedings

If you believe that the Managing Owner has violated its fiduciary duty to the Limited Owners of a Series, you may seek legal relief for himself (or itself) or, subject to the satisfaction of certain conditions, may seek on behalf of that Series to recover damages from, or require an accounting by, the Managing Owner. You may have the right to institute legal action on behalf of yourself and all other similarly situated Limited Owners of that Series (a class action), to recover damages from the Managing Owner for violations of fiduciary duties. See “Trust Agreement—Indemnification.” Potential defenses, among others, to any claim by you or another Limited Owner of breach of fiduciary duty include that discretion was reasonably exercised or that the action at issue was contractually authorized. In addition, (i) Limited Owners of a Series may have the right, subject to procedural and jurisdictional requirements, to bring a class action against a Series in Federal court to enforce their rights under the Federal securities and commodities laws; and (ii) Limited Owners of a Series who have suffered losses in connection with the purchase or sale of their Units in that Series may be able to recover such losses from the Managing Owner where the losses result from a violation by the Managing Owner of the antifraud provisions of the Federal securities and commodities laws.

Reparations and Arbitration Proceedings

Limited Owners of a Series also have the right to institute a reparations proceeding before a CFTC administrative law judge against the Managing Owner (a registered CPO), the Clearing Brokers (registered futures commission merchants), or the Trading Advisor of that Series (a registered commodity trading advisor) under the CE Act, and the rules promulgated thereunder, as well as the right to initiate arbitration proceedings in lieu thereof.

Basis for Liability

Potential investors should be aware, however, that certain provisions in the Advisory Agreements, the Brokerage Agreements and the Trust Agreement generally make it more difficult to establish a basis for liability against any Trading Advisor, any Clearing Broker and the Managing Owner than it would be absent such provisions, including (a) each Advisory Agreement gives broad discretion to each Trading Advisor; and (b) each Advisory Agreement, the Brokerage Agreement and the Trust Agreement contain exculpatory and indemnity provisions (see “Advisory Agreement,” “Brokerage Agreement” and “Trust Agreement”). Payment of any indemnity to any such person by the Trust or any Series of the Trust pursuant to such provisions would reduce the assets of the Series affected. The Managing Owner does not carry insurance covering such potential losses, and the Trust carries no liability insurance covering its potential indemnification exposure.

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Because the foregoing summary involves developing and changing areas of the law, Limited Owners who believe that the Trustee, the Managing Owner, any Clearing Broker or any Trading Advisor may have violated applicable law should consult with their own counsel as to their evaluation of the status of the law at such time.

MANAGING OWNER’S COMMITMENTS

Minimum Purchase Commitment

The Managing Owner intends to contribute funds to the Trust in order to have a 1% interest in the aggregate capital, profits and losses of all Series and in return will receive Units designated as General Units in the Series in which the Managing Owner invests such funds. The General Units may only be purchased by the Managing Owner and may be subject to no advisory fees or advisory fees at reduced rates. Otherwise, the General Units hold the same rights as the Limited Units. The Managing Owner is required to maintain at least a 1% interest in the aggregate capital, profits and losses of all Series so long as it is acting as the Managing Owner of the Trust, and it will make such purchases as are necessary to effect this requirement. In addition to the General Units the Managing Owner receives in respect of its Minimum Purchase Commitment, the Managing Owner may purchase Limited Units in any Series as a Limited Owner. See “The Offering—Initial Offering.” All Units purchased by the Managing Owner are held for investment purposes only and not for resale. No principal of the Managing Owner owns any beneficial interest in the Trust but any of them is free to do so.

Net Worth Commitment

The Managing Owner’s net worth is set forth in its consolidated statement of financial condition on page  F-7 and is in excess of the minimum net worth requirements under the North American Securities Administrators Association Guidelines for Registration of Commodity Pool Programs, or the NASAA Guidelines. The Managing Owner has agreed that so long as the Managing Owner remains the Managing Owner of the Trust, it will not take or voluntarily permit to be taken any affirmative action to reduce the Managing Owner’s net worth below any regulation-required amounts.

THE CLEARING BROKERS

UBS Securities and Banc of America Futures are the Clearing Brokers of each Trading Company. The Managing Owner, in its sole and absolute discretion, may appoint additional or substitute clearing brokers for each Trading Company.

UBS Securities

UBS Securities’ principal business address is 677 Washington Boulevard, Stamford, Connecticut 06901. UBS Securities is a futures clearing broker for each Trading Company. UBS Securities is registered in the U.S. with the NASD as a Broker Dealer and with the CFTC as a futures commission merchant. UBS Securities is a member of various U.S. futures and securities exchanges.

UBS Securities was involved in the 2003 Global Research Analyst Settlement. This settlement is part of the global settlement that UBS Securities and nine other firms have reached with the SEC, NASD, NYSE and various state regulators. As part of the settlement, UBS Securities has agreed to pay $80,000,000 divided among retrospective relief, for procurement of independent research and for investor education. UBS Securities has also undertaken to adopt enhanced policies and procedures reasonably designed to address potential conflicts of interest arising from research practices.

UBS Securities did not sponsor or organize the Trust or any Trading Company and is not responsible for the activities of the Managing Owner or the Trading Advisors.

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Banc of America Futures

Banc of America Futures’ principal business address is 233 South Wacker Drive, Suite 2800, Chicago, Illinois 60606. Banc of America Futures is a futures clearing broker for each Trading Company. Banc of America Futures is registered in the U.S. with the NASD as a Broker Dealer and with the CFTC as a Futures Commission Merchant. Banc of America Futures is a member of various U.S. futures and securities exchanges.

Banc of America Futures did not sponsor or organize the Trust or any Trading Company and is not responsible for the activities of the Managing Owner or the Trading Advisors.

ACTUAL AND POTENTIAL CONFLICTS OF INTEREST

Some of the parties involved with the operation and/or management of the Trust, including the Managing Owner, have other relationships that may create disincentives to act in the best interests of the Trust and its Limited Owners. The Managing Owner may have conflicts of interest in relation to its duties to the Trust. However, the Managing Owner shall, at all times, pay regard to its obligations to act in the best interests of the Trust and the Managing Owner will ensure that all such potential conflicts of interest are resolved fairly and in the interests of Unit holders.

In evaluating these conflicts of interest, you should be aware that the Managing Owner has a responsibility to investors to exercise good faith and fairness in all dealings affecting the Trust. The fiduciary responsibility of a managing owner to investors is a developing and changing area of the law and if you have questions concerning the duties of the Managing Owner, you should consult with your counsel. See “FIDUCIARY RESPONSIBILITIES,” above.

Other Activities

Because the Managing Owner may engage from time to time in other activities in the normal course of business, including acting as managing owner to other similar statutory trusts, the Managing Owner’s and its officers’ and employees’ full efforts will not be devoted to the activities of the Trust. This may create a conflict of interest with respect to the Managing Owner’s and its principals’ and employees’ commitment to the Trust of its resources. The Managing Owner, however, intends to devote sufficient time to Trust activities to properly manage the Trust consistent with its fiduciary duties.

Ancillary Business Arrangements Between the Managing Owner and Certain Trading Advisors

The Managing Owner and some of the Trading Advisors may have business arrangements between them that do not directly relate to the Trust’s business. For example, the Managing Owner or its affiliates may sponsor other investment funds which employ one or more of the Trading Advisors. In addition, an affiliate of the Managing Owner currently acts as the selling agent for an investment fund operated by one of the Trading Advisors and may enter into similar arrangements with other Trading Advisors. These business arrangements may present a disincentive for the Managing Owner to terminate such Trading Advisors even though termination may be in the best interest of the Series for which they trade.

Trading For Own Account, the Accounts of Others

The officers, directors and employees of the Managing Owner and the Trading Advisors may from time to time trade in commodities for their own accounts. Thus, the Managing Owner and the Trading Advisors may effect transactions for themselves, their officers, directors, employees or customers, agents or correspondents (or employees of such agents or correspondents). These transactions might be effected when similar Series trades are not executed or are executed at less favorable prices, or these persons or entities might compete with a Series in

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bidding or offering on purchases or sales of contracts without knowing that the Series also is so bidding or offering. Although Limited Owners will not be permitted to inspect such persons’ trading records in light of their confidential nature, the Managing Owner will have access to these records.

Management of Other Accounts by the Trading Advisors

The Trading Advisors are permitted, and have specifically indicated their intention, to manage and trade accounts for other investors (including other commodity pools) and to trade commodities for their own accounts and the accounts of their principals. They will continue to be free to do so, so long as each Trading Advisor’s ability to carry out its obligations and duties to the Series for which it has trading responsibility under the Advisory Agreements is not materially impaired thereby. See “Advisory Agreements.” The Trading Advisors might compete with the Series in bidding or offering on purchases or sales of contracts through the same or a different trading program than that to be used for a Series, and there can be no assurance that any such trades will be consistent with those of the Series, or that the Trading Advisors or their principals will not be the other party to a trade entered into by any Series. In addition, certain affiliates of the Trading Advisors operate commodity pools that may be competitive with the Series. Pursuant to the Advisory Agreements, each Trading Advisor must treat the Series for which it has trading responsibility equitably and provide the Managing Owner with access to information so that the Managing Owner can be assured of such equitable treatment. Limited Owners, however, have no inspection rights. See “Advisory Agreements.” In addition, because the financial incentives of a Trading Advisor in other accounts managed by it may exceed any incentives payable by a Series, the Trading Advisor might have an incentive to favor those accounts over a Series in trading. The Trading Advisor’s management of other clients’ accounts may increase the level of competition among other clients and a Series for the execution of the same or similar transactions and affect the priority of order entry. All open positions held in the accounts owned or controlled by a Trading Advisor and its principals will be aggregated for purposes of applying speculative position limits in the United States. Thus, a Series might be unable to enter into or hold certain positions if such positions, when added to contracts held for other accounts of that Series’ Trading Advisor or for the Trading Advisor itself, would exceed the applicable speculative position limits.

No Distributions

The Managing Owner has discretionary authority over all distributions made by the Trust. In view of the Trust’s objective of seeking significant capital appreciation, the Managing Owner currently does not intend to make any distributions. Greater management fees will be generated to the benefit of the Managing Owner and the Trading Advisors if the Trust’s assets are not reduced by distributions to the Limited Owners.

Selling Agents

The Selling Agents, including Bornhoft Group Securities Corporation, may receive prepaid initial service fees and on-going service fees with respect to Units sold by them. Therefore, they may have a conflict of interest in advising investors whether to purchase or redeem Units. Since the Managing Owner is affiliated with Bornhoft Group Securities Corporation, the Managing Owner has a conflict of interest in selecting Selling Agents and its pecuniary interest in selecting Bornhoft Group Securities Corporation as a Selling Agent, thereby increasing the compensation payable to its affiliate.

Receipt of Soft Dollars

Certain of the Trading Advisors and/or Managing Owner may receive services or products provided by a commodity broker, a practice known as receiving “soft dollars.” Such services or products may be used to provide appropriate assistance to such Trading Advisors and/or Managing Owner in making investment decisions for its clients, which may include research reports or analysis about particular commodities, publications, database software and services, quotation equipment and other products or services that may enhance such Trading Advisors’ and/or Managing Owner’s investment decision making. As a result, such Trading Advisor and/or Manager Owner has a conflict of interest because it receives valuable benefits from a commodity broker, and the transaction compensation charged by the broker might not be the lowest available.

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Exchange Committees And Industry Associations

Officers, directors and employees of the Managing Owner, the Trading Advisors, the Clearing Brokers and their respective affiliates from time to time may serve on various committees and boards of United States futures exchanges and the NFA and assist in making rules and policies of those exchanges and the NFA. In such capacity they have a fiduciary duty to the exchanges on which they serve and the NFA and are required to act in the best interests of such organizations, even if such action may be adverse to the interests of the Trust.

Incentive Fees

The incentive fee arrangement between each Series of Units, the Managing Owner and the Trading Advisors may create an incentive for the Trading Advisors to make trading decisions that are more speculative or subject to a greater risk of loss than would be the case if no such arrangement existed. Because the Managing Owner charges each Series an incentive fee which it uses to pay the Trading Advisor or Trading Advisors for such Series, it has a conflict of interest between its duty to act in the best interests of each Series and its pecuniary interest in selecting Trading Advisors which charge lower rates of incentive fees, therefore increasing the portion of the incentive fees retained by the Managing Owner.

Unified Counsel

In connection with this offering, the Trust and the Managing Owner have been represented by unified counsel. To the extent that this offering could benefit by further independent review, such benefit will not be available in this offering.

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PROJECTED TWELVE-MONTH “BREAK-EVEN” ANALYSIS

THE PROJECTED TWELVE MONTH BREAK-EVEN ANALYSIS FOR EACH SERIES OF UNITS IS SET FORTH IN THE APPENDIX TO THIS PROSPECTUS FOR SUCH SERIES OF UNITS.

FEES AND EXPENSES

Summary Table of Fees and Expenses

	Amount of Expense†
	Balanced Series-1			Balanced Series-2‡			Graham Series-1			Graham Series-2‡			Beach Series-1
	$		%	$		%	$		%	$		%	$		%
Syndication and Selling Expense	0.00		0.00	0.00		0.00	0.00		0.00	0.00		0.00	0.00		0.00
Trust Operating Expenses	0.00		0.00	0.00		0.00	0.00		0.00	0.00		0.00	0.00		0.00
Management Fee	5.00		0.50	5.00		0.50	25.00		2.50	25.00		2.50	20.00		2.00
Service Fee	30.00		3.00	0.00		0.00	30.00		3.00	0.00		0.00	30.00		3.00
Incentive Fee (expressed as a percentage of New High Net Trading Profits)	N/A	*	25.00	N/A	*	25.00	N/A	*	20.00	N/A	*	20.00	N/A	*	20.00
Interest income**	11.50		1.15	11.50		1.15	11.50		1.15	11.50		1.15	11.50		1.15
Brokerage Commissions and Trading Fees***	14.90		1.49	14.90		1.49	10.60		1.06	10.60		1.06	19.00		1.90

	Amount of Expense†
	Beach Series-2‡			C-View Series-1			C-View Series-2‡			Dunn Series-1			Dunn Series-2‡
	$		%	$		%	$		%	$		%	$		%
Syndication and Selling Expense	0.00		0.00	0.00		0.00	0.00		0.00	0.00		0.00	0.00		0.00
Trust Operating Expenses	0.00		0.00	0.00		0.00	0.00		0.00	0.00		0.00	0.00		0.00
Management Fee	20.00		2.00	20.00		2.00	20.00		2.00	0.00		0.00	0.00		0.00
Service Fee	0.00		0.00	30.00		3.00	0.00		0.00	30.00		3.00	0.00		0.00
Incentive Fee (expressed as a percentage of New High Net Trading Profits)	N/A	*	20.00	N/A	*	20.00	N/A	*	20.00	N/A	*	25.00	N/A	*	25.00
Interest income**	11.50		1.15	11.50		1.15	11.50		1.15	11.50		1.15	11.50		1.15
Brokerage Commissions and Trading Fees***	19.00		1.90	5.00		0.50	5.00		0.50	15.50		1.55	15.50		1.55

† The dollar value for each fee and expense presented is calculated on the basis of a $1,000 investment in the Trust.

‡ Class 2 Units may only be offered to investors who are represented by approved Selling Agents who are directly compensated by the investor for services rendered in connection with an investment in the Trust (such arrangements commonly referred to as “wrap-accounts”).

* Because the incentive fee is based upon New High Net Trading Profits, it is impossible to estimate a dollar value for such fee.

** Interest income is currently estimated at 1.15%. The first two percent (2.0%) of interest income earned per annum by the Trust on each Series will be paid to the Managing Owner. In addition, if interest rates fall below 0.75%, the Managing Owner will be paid the difference between the Trust’s annualized income interest and 0.75%. Interest income above two percent (2.0%) per Series is retained by the Trust.

*** The amount of brokerage commissions and trading fees to be incurred will vary on a Series by Series basis. Although the actual rates of brokerage commissions and transaction related fees and expenses are the same for all Trading Advisors, the total amount of brokerage commissions and trading fees varies from Series to Series based upon the trading frequency of such Series’ Trading Advisor (or Trading Advisors, in the case of the Balanced Series) and the types of instruments traded. The estimates presented in the table above are prepared using historical data about the Trading Advisors’ trading activities.

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Charges to be Paid by the Trust

Management Fee

Each Series of Units except the Dunn Series will pay to the Managing Owner a monthly management fee equal to a certain percentage of such Series’ Net Asset Value. The Managing Owner may pay all or a portion of such management fees to the Trading Advisor(s) for such Series and may retain between 0% and 0.5% of such Series’ Net Asset Value paid by such Series. For the actual percentage of the assets of a Series payable to the Managing Owner as a management fee, please see the Appendix for such Series. The Managing Owner will reimburse any of the Series of the Trust for any management fees charged to such Series exceeding 6% of the assets of the Series.

For purposes of calculating the management fee payable to the Managing Owner, the Net Asset Value of a Series will be determined before reduction for any management fees accrued, incentive fees accrued or extraordinary fees and expenses accrued as of such month-end and before giving effect to any capital contributions made and any distributions or redemptions accrued during or as of such month-end. In the event that a Limited Owner redeems some or all of its Units or exchanges some or all of its Units for Units of another Series or the Trust is dissolved or terminated as of any date other than the last day of a calendar month, the management fee for such month shall be paid on a pro-rated basis based on the ratio that the number of days in the calendar month through the date of such event bears to the total number of days in the calendar month.

Investments made by the Managing Owner, a Trading Advisor or their respective employees, family members and affiliates may, in the sole and absolute discretion of the Managing Owner, be charged no management fees or management fees at reduced rates.

Incentive Fee

In addition, each Series (other than the Balanced Series) will pay to the Managing Owner an incentive fee of a certain percentage (between 20% and 25%) of “New High Net Trading Profits” generated by such Series, including realized and unrealized gains and losses thereon, as of the close of business on the last day of each calendar month or quarter, or the Incentive Measurement Date. Because the Balanced Series will employ multiple Trading Advisors, the Balanced Series will pay the Managing Owner a monthly incentive fee calculated on a Trading Advisor by Trading Advisor basis. It is therefore possible that in any given period the Balanced Series may pay incentive fees to one or more Trading Advisors while the Balanced Series as a whole experiences losses. The fee will accrue monthly. The Managing Owner will pay all or a portion of such incentive fees to the Trading Advisor(s) for such Series and may retain between 0% and 10% of the New High Net Trading Profits paid by each Series. For the actual percentage of the New High Net Trading Profits of a Series payable to the Managing Owner as an incentive fee, please see the Appendix for such Series.

For example, if you invest in a Series that is charged an incentive fee of 20% of “New High Net Trading Profits” and such Series achieves “New High Net Trading Profits” of $100,000 in a quarter, such Series will pay to the Managing Owner an incentive fee of $20,000 in such quarter. The Managing Owner will then pay all or a portion of such amount to the Trading Advisor for such Series.

“New High Net Trading Profits” (for purposes of calculating the Managing Owner’s incentive fees) will be computed as of the Incentive Measurement Date and will include such profits (as outlined below) since the Incentive Measurement Date of the most recent preceding calendar month or quarter for which an incentive fee was earned (or, with respect to the first Incentive Fee, as of the commencement of operations), or the Incentive Measurement Period. New High Net Trading Profits for any Incentive Measurement Period will be the net profits, if any, from the Series’ (or in the case of the Balanced Series, the Trading Advisor’s) trading during such period (including (i) gross realized trading profit (loss) plus or minus (ii) the change in unrealized trading profit (loss) on open positions) minus (iii) the fees charged to the Series (or in the case of the Balanced Series, such Trading Advisor) by the Managing Owner and the Clearing Brokers for brokerage commissions, exchange fees,

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NFA fees, give up fees and other transaction related fees and expenses charged in connection with the Series’ (or in the case of the Balanced Series, such Trading Advisor’s) trading activities and on-going service fees for certain administrative services payable to certain Selling Agents and will be calculated after the determination of the Managing Owner’s management fee, but before deduction of any incentive fees payable during the Incentive Measurement Period minus (iv) the “Carryforward Loss” (as defined in the next sentence), if any, as of the beginning of the Incentive Measurement Period. If the total of items (i) through (iv), above, is negative at the end of an Incentive Measurement Period, such amount shall be the Carryforward Loss for the next month or quarter. Carryforward Losses shall (v) be proportionately reduced to reflect reductions in allocated assets. Such proportional reduction shall be based upon the ratio that the reduction of assets allocated away from the Trading Advisor bears to the then current amount of Allocated Assets which the Trading Advisor is managing prior to giving effect to such reduction in the Allocated Assets. New High Net Trading Profits will not include interest earned or credited. New High Net Trading Profits will be generated only to the extent that the Series’ (or in the case of the Balanced Series, the Trading Advisor’s) cumulative New High Net Trading Profits exceed the highest level of cumulative New High Net Trading Profits achieved by such Series (or in the case of the Balanced Series, such Trading Advisor’s) as of a previous Incentive Measurement Date. Except as set forth below, net losses after proportional reduction under clause (v), above from prior quarters must be recouped before New High Net Trading Profits can again be generated. If a withdrawal or distribution occurs at any date that is not an Incentive Measurement Date, the date of the withdrawal or distribution will be treated as if it were an Incentive Measurement Date, but any Incentive Fee accrued in respect of the withdrawn assets on such date shall not be paid to the Managing Owner until the next scheduled Incentive Measurement Date. New High Net Trading Profits for an Incentive Measurement Period shall exclude capital contributions to the Series (or in the case of the Balanced Series, such Trading Advisor’s) in an Incentive Measurement Period, distributions or redemptions payable by the Series (or in the case of the Balanced Series, such Trading Advisor’s) during an Incentive Measurement Period, as well as losses, if any, associated with redemptions during the Incentive Measurement Period and prior to the Incentive Measurement Date. In calculating New High Net Trading Profits, incentive fees paid for a previous Incentive Measurement Period will not reduce cumulative New High Net Trading Profits in subsequent periods.

Investments made by the Managing Owner, a Trading Advisor or their respective employees, family members and affiliates may, in the sole and absolute discretion of the Managing Owner, be charged no incentive fees or incentive fees at reduced rates.

Interest Income

The first two percent (2.0%) of interest income earned per annum by the Trust on each Series will be paid to the Managing Owner. In addition, if interest rates fall below 0.75%, the Managing Owner will be paid the difference between the Trust’s annualized income interest and 0.75%. Interest income above two percent (2.0%) per Series is retained by the Trust.

Brokerage Commissions and Fees

The Trust, with respect to the Class 1 Units and Class 2 Units of each Series, will pay the Clearing Brokers and the Managing Owner a fee in a total amount estimated to be approximately 0.5% to 1.9% of each Series’ Net Asset Value annually. Such estimated fee range includes the actual costs of brokerage commissions and transaction related fees and expenses and up to a maximum of 0.5% per annum of each Series’ Net Asset Value annually.

The Clearing Brokers and the Managing Owner will use such fee to pay all brokerage commissions, including applicable exchange fees, NFA fees, give up fees, pit brokerage fees and other transaction related fees and expenses charged in connection with each Series’ trading activities and on-going service fees of up to 0.5% annually of the Net Asset Value of the Class 2 Units for certain administrative services payable to certain Selling Agents selling Class 2 Units of any Series. The exact amount of brokerage commissions, exchange fees, NFA

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fees, give up fees, pit brokerage fees and transaction related fees and expenses which will be incurred by each Series is impossible to estimate and will depend upon a number of factors including the nature and frequency of the market opportunities presented, the size of the transactions, the degree of leverage employed and the transaction rates in effect from time to time. The Managing Owner will retain the excess, if any, between the amount of the fees charged to cover brokerage fees and commissions and on-going service fees for certain administrative services and the actual amounts paid to the Clearing Brokers and the Selling Agents selling Class 2 Units of any Series. Such excess, if any, would constitute compensation to the Managing Owner. With respect to the Class 1 Units of each Series, the Managing Owner will retain up to a maximum of 0.5% per annum of the Net Asset Value of the Class 1 Units of each Series as compensation.

Extraordinary Fees and Expenses

The Trust shall pay all extraordinary fees and expenses, if any. Extraordinary fees and expenses are fees and expenses which are non-recurring and unusual in nature, such as legal claims and liabilities and litigation costs and any permitted indemnification payments related thereto. Extraordinary fees and expenses shall also include material expenses which are not currently anticipated obligations of the Trust or of managed futures funds in general, such as the payment of partnership taxes or governmental fees associated with payment of such taxes. Routine operational, administrative and other ordinary expenses (as described under “Charges to be Paid by the Managing Owner or its Affiliates”) will not be deemed extraordinary expenses and will be paid by the Managing Owner. Any fees and expenses imposed on the Trust due to the status of an individual shall be paid by such individual or the Trust, not the Managing Owner. Except as otherwise set forth in this Prospectus, all Trust expenses which are specific to a particular Series of Units will be allocated to such Series. All general expenses of the Trust not paid by the Managing Owner will be allocated pro rata among all Series of Units according to their respective Net Asset Values and taking into account the timing of such Unit purchases.

Charges to be Paid by the Managing Owner

The Managing Owner is responsible for the payment of the following charges and will not be reimbursed by the Trust therefor:

Routine Operational, Administrative and Other Ordinary Expenses.

All of the Trust’s routine operational, administrative and other ordinary expenses including, but not limited to, accounting and computer services, on-going offering fees and expenses, filing fees, printing, mailing and duplication costs for each Series will be paid by the Managing Owner. The Managing Owner also is responsible for all routine legal, auditing and other expenses of third-party service providers to each Series, including the Trustee.

Organization and Offering Expenses

Expenses incurred in connection with the organization of the Trust and the offering of Units during the Initial Offering Period except for the initial service fee, if any, is expected to be approximately $1,250,000. Such organizational and initial offering expenses, except for the initial service fee, if any, shall be paid by the Managing Owner, and investors in the Trust shall not be responsible for any such expenses.

The Managing Owner will not allocate to the Trust or any Series of the Trust, the indirect expenses of the Managing Owner.

Charges Paid by Limited Owners

Service Fees—General

The Managing Owner has selected the Selling Agents to assist in the making of offers and sales of Units and provide customary on-going services provided to the Trust and its Limited Owners for commodities related

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brokerage services. Such on-going services may include, without limitation, advising Limited Owners of the Net Asset Value of the Trust, of the relevant Series of the Trust and of their Units in such Series, responding to Limited Owners’ inquiries about monthly statements and annual reports and tax information provided to them, advising Limited Owners whether to make additional capital contributions to the Trust or to redeem their Units, assisting with redemptions of Units, providing information to Limited Owners with respect to futures and forward market conditions and providing further services which may be requested by Limited Owners. Any Selling Agent that will receive any on-going service fees with respect to Units sold by it must be duly registered with the NFA as a futures commission merchant or introducing broker. Any associated person of such a Selling Agent must be registered with the NFA as an associated person having taken the Series 3 and/or Series 31 Commodity Brokerage Exam or having been “grandfathered” as an associated person qualified to do commodities brokerage.

Class 1 – Initial Service Fee

With respect to Class 1 of each Series of Units, as compensation, the Selling Agents will receive an initial service fee at an annual rate of up to 3.0% of the subscription amount of each subscription for Class 1 Units of the Series sold by them. The initial service fee for the first year after the sale of the Units will be pre-paid by the Managing Owner in an amount equal to up to 3.0% of the amount contributed. The prepaid initial service fee will be amortized monthly at an annual rate of up to 3.0% of the average daily Net Asset Value of Class 1 of the Series. The Selling Agents will be paid the initial service fee in full by the Managing Owner upon the sale of the respective Units. The initial Net Asset Value of your investment in Units will not be reduced by the prepayment of the initial service fee to the Selling Agents by the Managing Owner. Since the Managing Owner is prepaying the initial service fee for the first year and is being reimbursed therefor by the Trust monthly in arrears based upon a corresponding percentage of Net Asset Value, it bears the risk and the upside potential of any mismatch between the amount of the initial service fee prepaid and the amount of the reimbursement thereof as a result of variations in Net Asset Value.

Class 1 – On-going Service Fee

After the expiration of twelve (12) months following the purchase of Class 1 Units of any Series, the Managing Owner will also charge for the benefit of the Selling Agents selling Class 1 Units a monthly or quarterly on-going service fee of up to 3.0% annually of the Net Asset Value of each Class 1 Unit sold by them on an on-going basis for on-going services provided to the Trust and its Limited Owners. The on-going service fee is compensation which remains payable with respect to the Units subject to payment thereof for as long as such Units are outstanding.

Class 1 – Calculation of Service Fee

The initial service fee and on-going service fee for Class 1 Units will be calculated according to the following scale:

Aggregate Amount of Investment in Units in the Class 1:	Percentage:
$0 - $99,999	3.00	%
$100,000 - $499,999	2.50	%
$500,000 and above	1.25	%

The reduced rate of the initial service fee and on-going service fee based upon incremental Unit purchases is used to purchase additional Units of the relevant Series in your name if you are entitled to the benefit of such reduced rate of the initial service fee and on-going service fee.

Class 2 Units may only be offered to investors who are represented by approved Selling Agents who are directly compensated by the investor for services rendered in connection with an investment in the Trust (such arrangements commonly referred to as “wrap-accounts”).

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Class 2 – Initial Service Fee

Investors who purchase Class 2 Units will be charged no initial service fee on such Class 2 Units.

Class 2 – On-going Service Fee

The Managing Owner may pay certain Selling Agents customary on-going service fees of up to 0.5% annually of the Net Asset Value of each Class 2 Unit sold by them for certain administrative services provided to the Trust and its Limited Owners for commodities related brokerage services.

Redemption Fees – Class 1 only

If you redeem all or a portion of your Class 1 Units of any Series during the first twelve (12) months following the effective date of their purchase, you will be subject to a redemption fee of up to 3.0% of the Net Asset Value at which they are redeemed; provided, however, that the amount of the redemption fee shall be reduced pro rata on a daily basis by approximately  ¹/365^th each day following the end of the month in which you purchased the Units. Such redemption fees are paid to the Managing Owner to reimburse it for the then unamortized portion of the prepaid initial service fee.

There is no redemption fee for Class 2 of each Series.

In the event that an investor acquires Units at more than one closing date, the early redemption fee will be calculated on a “first-in, first-out” basis for redemption purposes (including determining the amount of any applicable redemption charge). Redemption fees are not charged in respect of Class 1 Units of any Series that are being exchanged for Class 1 Units in any other Series. See “Trust Agreement—Exchange Privilege.” Redemption fees do not reduce Net Asset Value or New High Net Trading Profit for any purpose, only the amount which Unitholders receive upon redemption.

The Managing Owner believes that the fee structure of the Trust described above complies with sections IV.C.1, IV.C.2 and IV.C.3c of the NASAA Guidelines.

If you subscribe for additional Class 1 Units at a date subsequent to the date of your initial investment in Class 1 Units, and if such additional subscription entitles you to a reduced rate of the initial service fee and on-going service fee, the redemption fee applicable to you will be applied at the highest rate of the initial service fee and on-going service fee applicable to your initial investment in Class 1 Units.

WHO MAY SUBSCRIBE

Investor Suitability

The Selling Agents selling Units in the Trust are obligated to make every reasonable effort to determine that the purchase of Units is a suitable and appropriate investment for each subscriber, based on information provided by the subscriber regarding his or its financial situation and investment objective.

A PURCHASE OF THE UNITS SHOULD BE MADE ONLY BY THOSE PERSONS WHOSE FINANCIAL CONDITION WILL PERMIT THEM TO BEAR THE RISK OF A TOTAL LOSS OF THEIR INVESTMENT IN THE TRUST. AN INVESTMENT IN THE UNITS SHOULD BE CONSIDERED ONLY AS A LONG-TERM INVESTMENT.

Investors should not purchase Units with the expectation of tax benefits in the form of losses or deductions. See “Tax and ERISA Risks—Your Tax Liability May Exceed Distributions to You.” If losses accrue to a Series, your distributive share of such losses will, in all probability, be treated as a capital loss and generally will be available only for offsetting capital gains from other sources. To the extent that you have no capital gains, capital losses can be used only to a very limited extent as a deduction from ordinary income. See “Federal Income Tax Consequences.”

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By accepting subscriptions on behalf of Benefit Plan Investors, the Trust is not, nor are the Managing Owner, the Trading Advisors or any other party, representing that this investment meets any or all of the relevant legal requirements for investments by any particular Benefit Plan Investor or that this investment is appropriate for any particular Benefit Plan Investor. The person with investment discretion should consult with his attorney and financial advisors as to the propriety of this investment in light of the particular Benefit Plan Investor’s circumstances and current tax law.

Subscriptions for the purchase of the Units are subject to the following conditions:

Minimum Purchases

- Minimum Initial Subscription:	$1,000; no minimum for Benefit Plan Investors (including IRAs); the initial subscription for Units may be in any one or a combination of Series, although the minimum purchase for any single Series is $1,000.†
- Additional Purchases:	$100 increments; no minimum for Benefit Plan Investors (including IRAs).†

† If you are a resident of Texas (including if you are a Benefit Plan Investor), your minimum initial subscription requirement is $5,000.

Net Worth and Income Requirements

The following net worth and/or net asset requirements may be higher under the securities laws of the State of the subscriber’s residency. The requirements of each State are set forth under the caption “State Suitability Requirements” in “SUBSCRIPTION INFORMATION” attached as Exhibit B to the Statement of Additional Information.

The Managing Owner also may impose greater net worth or income requirements on subscribers who propose to purchase more than the minimum number of Units.

Subscriber Category Requirements

Subscribers (other than Benefit Plan Investor, which generally include “Individual Retirement Funds,” “Non- ERISA Plans” and “ERISA Plans,” all as defined below) must:

Have a net worth (exclusive of home, home furnishings and automobiles) of at least $150,000;

OR

Have a net worth (similarly calculated) of $45,000 and an annual gross income of $45,000;

AND

Invest no more than 10% of Subscriber’s net worth (exclusive of home, home furnishings and automobiles) in any Series or in all Series combined.

Subscribers that are “Individual Retirement Funds” (IRAs or Keogh plans covering no common law employees) or “Non-ERISA Plans” (employee benefit plans not subject to ERISA—for example, government plans) and their participants must:

Have a net worth (exclusive of home, home furnishings and automobiles) of at least $150,000;

OR

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Have a net worth (similarly calculated) of at least $45,000 and an annual gross income of at least $45,000;

AND

Have an aggregate investment in any Series or in all Series combined that does not exceed 10% of its assets at the time of investment.

Subscribers that are “ERISA Plans” (employee benefit plans subject to ERISA—qualified pension, profit sharing plans, and Keogh plans and welfare benefit plans, such as group insurance plans, or other fringe benefit plans, not including IRAs or Keogh plans which cover no common law employees ) must:

Have net assets of at least $150,000;

AND

Have an aggregate investment in any Series or in all Series combined that does not exceed 10% of its assets.

In the case of sale to fiduciary accounts, the income and net worth standards described above shall be met by the beneficiary, the fiduciary account, or by the donor or grantor who directly or indirectly supplies the funds to purchase the Units if the donor or grantor is the fiduciary.

The fiduciary of an ERISA Plan should consider, among other things, whether the investment is prudent, considering the nature of the Trust and the Trust’s Series.

Fundamental Knowledge

Each subscriber should make sure that it understands, among other things: (i) the fundamental risks and possible financial hazards of the investment; (ii) the trading strategies to be followed in the Series in which it will invest; (iii) that transferability of the Units is restricted; (iv) that the Managing Owner will manage and control each Series’ and the Trust’s business operations; (v) the tax consequences of the investment; (vi) the liabilities being assumed by a Unitholder; (vii) the redemption and exchange rights that apply; and (viii) the Trust’s structure, including each Series’ fees. In addition, the Managing Owner must consent to each subscription, which consent may be withheld in whole or in part for any reason.

Ineligible Investors

Units may not be purchased with the assets of an ERISA Plan if the Trustee, the Managing Owner, the Trading Advisor or any of their respective affiliates (a) is an employer maintaining or contributing to such ERISA Plan, or (b) has investment discretion over the investment of the assets of the ERISA Plan. An investment in any Series of the Trust is not suitable for Charitable Remainder Annuity Trusts or Charitable Remainder Unit Trusts. See “Tax and ERISA Risks—Benefit Plan Investor Considerations.”

Employee Benefit Plan Considerations

Section 404(a)(1) of ERISA and the regulations promulgated thereunder by the DOL, provide as a general rule that a fiduciary of an ERISA Plan must discharge his duties with respect to such ERISA Plan in a prudent manner and must consider several factors in determining whether to enter into an investment or engage in an investment course of action. If a fiduciary of any ERISA Plan acts imprudently in selecting an investment or an investment course of action for ERISA Plan, the fiduciary may be held personally liable for losses incurred by the ERISA Plan as a result of such imprudence. Among the factors that should be considered are (i) the diversification and liquidity of the ERISA Plan’s portfolio; (ii) the potential return on the proposed investment and the effect on that return if any portion of a Series’ income constitutes “unrelated business taxable income” (see “Federal Income Tax Consequences—Tax Exempt Limited Owners”); and (iii) the place the proposed investment would occupy in the ERISA Plan’s portfolio taken as a whole.

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The acceptance of a subscription by the Managing Owner from a Benefit Plan Investor (which includes Individual Retirement Funds, Non-ERISA Plans and ERISA Plans, all as defined above and any entity which is deemed to hold plan assets under the Regulation, as defined below) does not constitute a representation or judgment by the Managing Owner that an investment in any Series of the Trust is an appropriate investment for that entity or that such an investment meets the legal requirements applicable to that entity.

Generally, under Title I of ERISA, the ERISA Plan trustees or duly authorized investment managers (within the meaning of section 3(38) of ERISA) have exclusive authority and discretion to manage and control assets of the ERISA Plan. ERISA also prohibits a fiduciary from causing an ERISA Plan to enter into transactions involving ERISA Plan assets with various “parties in interest” (within the meaning of section 3(14) of ERISA) to the ERISA Plan. If such a “prohibited transaction” is entered into, certain excise taxes may be payable, and the ERISA Plan fiduciaries may be liable to the ERISA Plan for any losses incurred.

If the assets of any Series of the Trust are deemed to be “Plan Assets” (as defined under ERISA) of its investing ERISA Plans or Individual Retirement Funds, the Managing Owner and the Trading Advisor of such Series will be deemed to be fiduciaries of each ERISA Plan and Individual Retirement Fund investing in that Series (and possibly any other Series that does not constitute a publicly-offered security, as defined below), and the general prudence and fiduciary responsibility provisions of ERISA will be applicable to the Managing Owner and the Trading Advisor, possibly prohibiting certain transactions entered into by that Series. Under a regulation of the DOL identifying “Plan Assets,” or the Regulation, the Series, as the issuer of the security, will not be deemed to hold Plan Assets if the following criteria are met:

(a) If Benefit Plan Investors own, in the aggregate, less than 25% of the value of the Series, excluding any interests in the Series owned by any person (other than a Benefit Plan Investor) who has discretionary authority or control with respect to the assets of the Series, or who provides investment advice for a fee (direct or indirect) with respect to such assets, or any affiliate of any such person, or the Not Significant Participation exception, or

(b) If the Units in the Series constitute a “publicly-offered security.”

Any reference to a Series is intended also to refer to each separate Sub-Class within such Series.

While the Trust believes that the foregoing and within discussion of how the plan asset rules will affect the investment of ERISA Plans or Individual Retirement Funds in various Series (including separate Sub-Classes) in the Trust is based on a reasonable interpretation of the Regulations, including the DOL’s preamble when issuing the Regulation, very little authority exists in this regard. It is possible that the DOL would disagree and take the position that even the Units in a Series which otherwise constitute a publicly offered security must meet the Not Significant Participation Exception, in order for none of the Trust’s assets to constitute plan assets with respect to various investing ERISA Plans and Individual Retirement Funds. Once a Series constitutes a publicly offered security within the meaning of the Regulation, the Trust does not intend to monitor the participation of Benefit Plan Investors to determine whether the Not Significant Participation Exception is met. Accordingly, there can be no assurance that the Trust will not be deemed to hold plan assets to the extent that ERISA Plans or Individual Retirement Funds have invested in one or more Series.

Not Significant Participation Exception

Under the Regulation, when an ERISA Plan or Individual Retirement Fund acquires an equity interest in an entity such as the Trust, the underlying assets of the entity will not include plan assets if, immediately following the acquisition of any equity interest in the entity, Benefit Plan Investors own, in the aggregate, less than 25% of the value of each class of equity interest in the entity, excluding any such interest owned by any person (other than a Benefit Plan Investor) who has discretionary authority or control with respect to the assets of the entity, or who provides investment advice for a fee (direct or indirect) with respect to such assets, or any affiliate of any such person. The Trust intends to restrict investment in and transfer of each Series (including each separate Sub-Class) which does not constitute a publicly offered security (described below) so that the value of interests held by Benefit Plan Investors does not equal or exceed the 25% threshold and the assets of the Series will therefore

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not constitute “plan assets” under the DOL regulation. Accordingly, no Benefit Plan Investor may be admitted to a Series, and no other transfer (including an Exchange or redemption) of Units in the Series by a non-Benefit Plan Investor shall be permitted, if after giving effect thereto, the assets of the Series would include assets of any ERISA Plan for the purposes of ERISA or the prohibited transaction provisions contained in Section 4975 of the Code. Certain ownership and transfer restrictions (including mandatory transfer and calls for redemption of Units held by Benefit Plan Investors) may also be imposed.

Publicly Offered Security Exception

For the Units in a Series (including a separate Sub-Class) to be considered publicly offered, they must be “widely held,” “freely transferable” and must satisfy certain registration requirements under Federal securities laws. Under the Regulation, a class of securities is considered “widely held” if it is owned by 100 or more investors who are independent of the issuer and of one another. To assure satisfaction of this condition, investments by Benefit Plan Investors, including investments made by exchange of Units in one Series for Units in another Series, will be limited to meet the Not Significant Participation Exception described above, until such time as more than 150 investors acquire Units in such Series. Whether a security is “freely transferable” is a factual question to be determined on the basis of all relevant facts and circumstances. However, the Regulation sets forth a number of factors that will not ordinarily, either alone or in combination, affect a finding that securities are freely transferable. In particular, the Regulation provides that a restriction or prohibition against transfers or assignments that would result in either the termination or reclassification of an entity for Federal income tax purposes ordinarily will not cause securities issued by that entity to fail to be freely transferable. A 1989 DOL Advisory Opinion reiterated this position with respect to transfer restrictions imposed by a Trust to insure against reclassification of the Trust under Section 7704 of the Code (which did not exist when the Regulation was adopted) for Federal income tax purposes. It is the Trust’s view that the assets of an investing Benefit Plan Investor will include its investment in a Series; those assets will not, however, solely by reason of such investment, include any of the other underlying assets of the Series. This view is based on the assumption that the 100-investor rule discussed above will be satisfied, that the Series’ Units will be registered under the Securities Act within 120 days after the end of the Trust’s fiscal year during which the offering of the Units occurred (or such later time as may be allowed by the SEC) and that the Managing Owner will not impose transfer restrictions that would violate the “freely transferable” requirement. See “Trust Agreement—Transfer of Units.”

Restrictions Affecting Benefit Plan Investors

In the event that, for any reason, the assets of any Series are deemed to be Plan Assets, and if any transactions would or might constitute prohibited transactions under ERISA or the Code and an exemption for such transaction or transactions cannot be obtained from the DOL (or the Managing Owner determines not to seek such exemption), the Managing Owner reserves the right, upon notice to, but without the consent of any Limited Owner, to mandatorily redeem out any Limited Owner which is Benefit Plan Investor. See “Trust Agreement—Redemption of Units.”

Certain ERISA Plan and Individual Retirement Fund investors may currently maintain relationships with one of the Clearing Brokers and its affiliates whereby such Clearing Broker or such affiliates provides brokerage services or other services to such ERISA Plan or Individual Retirement Fund. These relationships may cause such Clearing Broker and/or its affiliates to be deemed to be fiduciaries of those ERISA Plan or Individual Retirement Fund Investors. The DOL has issued a regulation defining the term “fiduciary” which provides that a registered broker will not be deemed a fiduciary of an ERISA Plan or Individual Retirement Fund solely because the broker, in the ordinary course of its business as a broker, executes transactions for the purchase and sale of securities on behalf of the ERISA Plan or Individual Retirement Fund pursuant to specific instructions within narrowly drawn parameters. Each Selling Agent will, however, be deemed a party-in-interest with respect to such ERISA Plan or Individual Retirement Fund. The regulation further provides that where a broker either (i) has discretionary control over assets of an ERISA Plan or an Individual Retirement Fund or (ii) renders advice concerning investments on a regular basis for a fee (which includes commissions) pursuant to an understanding that such advice will serve as a primary basis for the ERISA Plan or Individual Retirement Fund’s investment

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decisions, and the broker renders individualized investment advice to the ERISA Plan or Individual Retirement Fund based on the needs of that ERISA Plan or Individual Retirement Fund, that broker will be deemed a fiduciary (but only with respect to that portion of the ERISA Plan’s or Individual Retirement Fund’s assets with respect to which the broker has such discretionary control or renders such advice, as the case may be).

Under ERISA, investment in a Series by an ERISA Plan or Individual Retirement Fund investor with such a pre-existing relationship could possibly be interpreted to constitute a prohibited use of ERISA Plan’s or Individual Retirement Fund’s assets because it has the effect of directly or indirectly benefiting one or more parties-in-interest. The Managing Owner has determined that, for any ERISA Plan or Individual Retirement Fund assets with respect to which it believes it is a fiduciary, neither the Managing Owner, the Selling Agents nor any affiliate will recommend an investment in the Units of a Series, nor will it or any affiliate allocate to a Series any ERISA Plan or Individual Retirement Fund assets over which they have discretionary control. The Managing Owner believes, however, that with respect to the assets of an ERISA Plan or Individual Retirement Fund with which it has a non-fiduciary, party-in-interest brokerage relationship, any investment in a Series that is undertaken on behalf of such a ERISA Plan or Individual Retirement Fund by an independent fiduciary who possesses the requisite experience and acumen to understand the operation of the Trust and the Series, who determines that the investment is appropriate and in the best interests of the ERISA Plan or Individual Retirement Fund Investor and who makes such a decision under arm’s-length conditions should not be viewed as a prohibited transaction. Benefit Plan Investors should pay particular attention to the section of this Prospectus entitled “Federal Income Tax Consequences—Tax Exempt Limited Owners.”

FIDUCIARIES OF ERISA PLANS AND INDIVIDUAL RETIREMENT FUNDS THAT ARE PROSPECTIVE INVESTORS SHOULD CONSULT WITH THEIR OWN ATTORNEYS AND FINANCIAL ADVISERS TO DETERMINE THE CONSEQUENCES UNDER ERISA AND THE CODE OF AN INVESTMENT IN THE FUND, AND TO DETERMINE THE PROPRIETY OF SUCH AN INVESTMENT IN LIGHT OF THE CIRCUMSTANCES OF THAT PARTICULAR PLAN OR FUND AND CURRENT APPLICABLE LAW.

Discretionary Accounts

In compliance with NASD Conduct Rules, the Trust will not sell Units to discretionary accounts without the prior specific written approval of the customer.

Compliance With Anti-Money Laundering Laws

To satisfy the Trust’s, the Managing Owner’s and the Selling Agents’ obligations under applicable anti-money laundering laws and regulations, subscribers will be required to make representations and warranties in the Subscription Agreement concerning the nature of the subscriber, its source of investment funds and other related matters. The Managing Owner and the Selling Agents reserve the right to request additional information from subscribers as either of the Managing Owner or a Selling Agents, in its sole discretion, requires in order to satisfy applicable anti-money laundering obligations. By subscribing for units in the Trust, each subscriber agrees to provide this information upon request.

HOW TO SUBSCRIBE

To subscribe for Units, a subscriber must:

• complete a Subscription Agreement if you are a new or existing Subscriber to the Series being purchased;

• complete an Exchange Request (Exhibit C to the Statement of Additional Information) if you are exchanging Units in one Series for Units of one or more other Series;

• deliver the Subscription Agreement or Exchange Request to the Managing Owner in a timely manner; and

• meet established suitability standards.

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Subscriptions (as well as redemptions and Exchanges) may be made on-line in the future. Prospective investors desiring information on such on-line subscription, redemption or Exchange methods should contact the Managing Owner.

Ways to Subscribe

• Individual or Joint Tenant:

Individual accounts are owned by one person. Joint accounts can have two or more owners.

• Gifts or transfers to a minor – UGMA or UTMA:

An individual can gift up to $10,000 per year per person without paying Federal gift tax. Depending on state law, you can establish a custodial account under the Uniform Gifts to Minors Act, or UGMA, or the Uniform Transfers to Minors Act, or UTMA.

• Trust:

The subscribing trust must be established before an account can be opened.

• Business or Organization:

Corporations, partnerships, associations or other groups.

• Benefit Plans:

Individual Retirement Funds, Non- ERISA Plans or ERISA Plans.

When a Subscription Becomes Final

THE MANAGING OWNER MAY, AT ITS DISCRETION, REJECT ANY SUBSCRIPTION IN WHOLE OR IN PART. Proceeds for subscriptions which have been rejected by the Managing Owner will be returned directly to the investor via first class U.S. mail, with interest and without deduction for expenses. Subscriptions will not be final or binding on any subscriber until the Managing Owner has been in receipt of subscriber’s Subscription Agreement or Exchange Request for at least two (2) Business Days. Except as set forth below, all subscriptions will be irrevocable by the subscriber. If a subscription is rejected by the Managing Owner, in whole or in part, for any reason, the subscription funds, or applicable portion thereof, will be returned promptly to the payor of such funds. Any interest earned thereon will be retained by the Trust for the benefit of all investors in such Series. All accepted subscribers will receive written confirmation of the purchase of Units in any Series of the Trust.

Representations and Warranties of Investors in the Subscription Agreement and Power of Attorney

To invest in the Trust, you must make representations and warranties in the Subscription Agreement and power of attorney. The representations and warranties enable the Managing Owner to determine whether you are qualified to invest in the Trust. The representations and warranties relate to:

• your eligibility to invest in the Trust, including legal age, net worth, annual income, investment objectives and investment experience;

• your representative capacity;

• information provided by you;

• information received by you;

• investments made on behalf of employee benefit plans; and

• your compliance with applicable anti-money laundering laws.

In the Subscription Agreement, you are also required to represent that you received the Prospectus five (5) days prior to the date of your Subscription Agreement. We are prohibited from selling Units to you until five (5) days after you receive the Prospectus. If you did not receive the Prospectus five (5) Business Days in advance, you have the right to withdraw your subscription.

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THE OFFERING

Initial Offering

The Units will be offered for sale, pursuant to Rule 415 of Regulation C under the Securities Act, through the Selling Agents. Initially, the Units for each Series will be offered for a period of up to sixty (60) days after the date of this Prospectus (unless extended for up to an additional ninety (90) days in the sole discretion of the Managing Owner). This period may be shorter for any Series if that Series’ Subscription Minimum is reached before that date. Each Series may commence operations at any time following the sale of its Subscription Minimum to investors. See “Who May Subscribe.”

The Subscription Minimum for each Series is:

• Balanced Series - 200,000 Units

• Graham Series - 50,000 Units

• Beach Series - 0 Units†

• C-View Currency Series - 0 Units†

• Dunn Series - 0 Units†‡

† The Beach Series, C-View Currency Series and Dunn Series have no Subscription Minimum. However, such Series will not begin trading until the Balanced Series reaches its Subscription Minimum.

‡ Dunn, its principals and/or its affiliates, have agreed to invest a minimum of $2,000,000 in the Dunn Series. For every $1.00 that is invested in the Dunn Series by investors not affiliated with Dunn during each quarter, however, Dunn, such principals and/or such affiliates, have the right to withdraw $0.75 of its initial investment as of the end of such quarter. As of the date of this Prospectus, none of the Trading Advisors (except Dunn) or any principal of a Trading Advisor owns any beneficial interest in the Trust, but any of them is free to do so.

The Managing Owner, the Trustee, the Trading Advisor and their respective principals, stockholders, directors, officers, employees and affiliates may subscribe for Units as a Limited Owners, and any such Units in a Series subscribed for by such persons will be counted for purposes of determining whether the Series’ Subscription Minimum is sold during the Initial Offering Period.

The maximum number of Units in each Series that can be sold during the Initial Offering Period and the Continuous Offering Period is:

• Balanced Series - 1,375,000 Units

• Graham Series - 500,000 Units

• Beach Series - 375,000 Units

• C-View Currency Series - 125,000 Units

• Dunn Series - 125,000 Units

Determination of the Subscription Maximum in each Series will be made after taking into account the Managing Owner’s contribution. Because the Managing Owner will be responsible for payment of the Trust’s organization and offering expenses, except for the initial service fee, if any, 100% of the proceeds of the Initial Offering will be initially available for each Series’ trading activities.

Units are being offered for a minimum initial subscription of $1,000 per subscriber; however, any investment made on behalf of an IRA, a Benefit Plan Investor has no minimum initial subscription. A subscriber may purchase Units in any one or a combination of Series, although the minimum purchase for any single Series is $1,000. The Units are being sold initially at $100 per Unit. The $100-per-Unit price reflects the full Net Asset

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Value per Unit of each Series and was determined arbitrarily. The Managing Owner believes that this price is consistent with industry practice for other start-up commodity pools. If you are a resident of Texas (including if you are a Benefit Plan Investor), your minimum initial subscription requirement is $5,000.

Escrow of Funds

During the Initial Offering Period, within two (2) Business Days of receipt by the Managing Owner of accepted final subscription documents, funds in the full amount of a subscription must be received by check or via wire transfer and deposited in an escrow account in the applicable Series’ name or names at the Escrow Agent in Denver, Colorado, where such funds will be held during the Initial Offering Period until the funds are turned over to the Trust’s Series for trading purposes or until the offering of any Series is terminated, in which event the subscription amounts will be refunded directly to investors via first class U.S. mail, with interest and without deduction for expenses. If a subscriber provides payment to a Selling Agent, such Selling Agent will transmit the subscriber’s funds directly to the Escrow Agent by noon of the next business day after receipt of the funds by such Selling Agent. The Managing Owner will direct the Escrow Agent to invest the funds held in escrow only in U.S. Treasury Obligations or any other investment specified by the Managing Owner that is consistent with the provisions of Rule 15c2-4 of the Exchange Act.

If the Subscription Minimum for any Series is not sold during the Initial Offering Period, then promptly, but in no event later than ten (10) Business Days thereafter, the purchase price paid by a subscriber for that Series will be returned to the payor of such funds. In the event that the return of subscription funds cannot be distributed within the prescribed ten (10) Business Day time period, it will be paid as soon thereafter as practicable.

Interest on any escrowed subscription funds will be distributed to subscribers if the Subscription Minimum is not met during the Initial Offering Period.

Continuous Offering Period

During the Continuous Offering Period, each Series’ Units will be offered on a daily basis at the Series’ Net Asset Value per Unit as of the Valuation Point immediately preceding the subscription effective date. Additional Units may be purchased in increments of $100, or, if you are a Benefit Plan Investor (including an IRA), you have no minimum initial subscription requirements. Subscribers will be admitted as Limited Owners as of the day of the week two Business Days following the receipt of the Subscriber’s Subscription Agreement. A Subscriber’s Subscription Agreement must be received by the Managing Owner at its principal office on a timely basis—at least two (2) Business Days before the day on which the subscription is to become effective, and sufficient funds must be received by check or via wire transfer on a timely basis. In the event that sufficient funds are not received, the Managing Owner may, in its sole discretion, reject the subscription. Proceeds for subscriptions which have been rejected by the Managing Owner will be returned directly to the investor via first class U.S. mail, with interest and without deduction for expenses. Funds from accepted subscriptions will be deposited in the applicable Series’ escrow account at the Escrow Agent. Once the daily Net Asset Value per Unit is determined, a confirmation of each accepted subscription will be sent to subscribers.

Subscription Effective Dates

The effective date of all accepted subscriptions during the Continuous Offering Period, whether you are a new subscriber to a Series, or an existing Limited Owner in a Series who is purchasing additional Units in that Series or exchanging Units in one Series for Units in a different Series (See “Exchange Privilege.”), is the day of the week two (2) Business Days following the day in which your Subscription Agreement is received on a timely basis.

Calculation of Number of Units Purchased

The number of Units in each Series of Units that an investor receives will be calculated by dividing the amount of the investor’s total subscription by one hundred (100). Fractional Units of up to four (4) decimal places will be issued by the Trust. All Units will be held in book-entry form and will not be certificated.

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SEGREGATED ACCOUNTS

All of the proceeds of this offering will be received in the name of each Series and will be deposited and maintained in cash in segregated escrow accounts maintained for each Series at the Escrow Agent. Following the commencement of trading for any Series, except for that portion of any Series’ assets that is deposited as margin to maintain forward currency contract positions, each Series’ assets will be maintained in accordance with requirements of the CE Act and the regulations thereunder, which means that assets will be maintained either on deposit with the Clearing Brokers or, for margin purposes, with the various exchanges on which the Series are permitted to trade. Assets also may be maintained on deposit in U.S. banks, although there is no present intention to do so. Assets will not be maintained in foreign banks. Neither the Escrow Agent nor the Managing Owner will commingle the property of any Series with the property of another person, nor will the Trust commingle the assets of one Series with the assets of any other Series. The Trust will not invest in or loan funds to any other person or entity, nor will assets from one Series be loaned to or allocated to another Series.

SUMMARY OF AGREEMENTS

ADVISORY AGREEMENTS

There is an Advisory Agreement among the Trust, the Managing Owner and each Trading Advisor to each Series by which the Managing Owner delegated to such Trading Advisor, discretion and responsibility to trade commodities for such Series. The Trading Advisor will place trades based on its agreed-upon trading approach, or the Trading Approach, which is described in the Appendix for such Series attached to this Prospectus, and each Trading Advisor has agreed that at least 90% of the annual gross income and gains if any, generated by its Trading Approach will be from buying and selling commodities or futures, forwards and options on commodities. All trading is subject to the Trust’s Trading Limitations and Policies which are described under the heading “Trading Limitations and Policies.” Each Trading Advisor will be allocated 100% of the proceeds from the offering of Units during the Initial Offering and the Continuous Offering Periods for the Series for which it has trading responsibility in the case of the single advisor Series and, if applicable, a portion of the proceeds from the offering of Units during the Initial Offering and Continuous Offering Periods for the Balanced Series.

The Advisory Agreements will be effective for one year after trading commences and will be renewed automatically for additional one (1)-year terms unless terminated. Each Advisory Agreement with a Trading Advisor will terminate automatically (i) in the event that the Series it manages is terminated; or (ii) if, as of the end of any Business Day, the Series’ Net Asset Value declines by 50% or more from the Series’ Net Asset Value (a) as of the first day of the Advisory Agreement, or (b) as of the first day of any calendar year, as adjusted on an on-going basis by (A) any decline(s) in the Allocated Assets caused by distributions, exchanges, redemptions, permitted reallocations, and withdrawals, and (B) additions to the Allocated Assets caused by additional allocations of the Trust Estate to the Trading Advisor’s management based on sales of additional Units of the applicable Series.

Each Advisory Agreement also may be terminated at the sole discretion of the Managing Owner at any time upon at least one (1) day’s prior written notice to a Trading Advisor, or for cause on less than one (1) day’s prior written notice, in the event that: (i) the Managing Owner determines in good faith following consultation appropriate under the circumstances with the Trading Advisor that the Trading Advisor is unable to use its agreed upon Trading Approach to any material extent, as such Trading Approach may be refined or modified in the future in accordance with the terms of this Agreement for the benefit of the Trust; (ii) the Trading Advisor’s registration as a CTA under the CE Act or membership as a CTA with the NFA is revoked, suspended, terminated or not renewed; (iii) the Managing Owner determines in good faith that the Trading Advisor has failed to conform and, after receipt of written notice, continues to fail to conform in any material respect, to  (A) the Trading Limitations and Policies, or (B) the Trading Advisor’s Trading Approach; (iv) there is an unauthorized assignment of the Advisory Agreement by the Trading Advisor; (v) the Trading Advisor dissolves,

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merges or consolidates with another entity or sells a substantial portion of its assets, any portion of its Trading Approach utilized by a Series or its business goodwill, in each instance without the consent of the Managing Owner; (vi) any of the key principals of the Trading Advisor, if any, are not in control of the Trading Advisor’s trading activities for the Trading Company; (vii) the Trading Advisor becomes bankrupt or insolvent; or  (viii) for any other reason if the Managing Owner determines in good faith that the termination is essential for  the protection of the Trust, the Trading Company and the assets of the Series, including, without limitation, a good faith determination by the Managing Owner that such Trading Advisor has breached a material obligation to the Trust or the Trading Company under the Advisory Agreement relating to the trading of the Series’ Assets.

Each Trading Advisor also has the right to terminate the Advisory Agreement in its discretion at any time for cause upon ten (10) days’ written notice to each of the Trust, the Trading Company and the Managing Owner, appropriate under the circumstances, in the event (i) of the receipt by the Trading Advisor of an opinion of independent counsel satisfactory to the Trading Advisor and the Trust that by reason of the Trading Advisor’s activities with respect to the Trust and the Trading Company, the Trading Advisor is required to register as an investment adviser under the Investment Advisers Act of 1940, as amended, and it is not so registered; (ii) the registration of the Managing Owner as a CPO under the CE Act, or its membership with the NFA in such capacity, is revoked, suspended, terminated or not renewed; (iii) the Managing Owner imposes additional trading limitation(s) which the Trading Advisor does not agree to follow in its trading of a Series’ Assets; or the Managing Owner overrides trading instructions; (iv) if the assets allocated to the Trading Advisor decrease, for any reason, to less than $15 million in the case of Balanced Series, to less than $5 million in the case of Graham Series, to less than $5 million in the case of Beach Series, to less than $1 million in the case of C-View Currency Series and to less than $2 million in the case of Dunn Series as the result of redemptions, reallocations or extraordinary expenses, but not trading losses, as of the close of business on any Business Day; (v) the Managing Owner elects to have the Trading Advisor use a different Trading Approach and the Trading Advisor objects; (vi) there is an unauthorized assignment of the Advisory Agreement by the Trust or the Managing Owner; or (vii) other good cause is shown and the written consent of the Managing Owner is obtained (which shall not unreasonably be withheld).

The business of each Trading Advisor is to manage commodity trading accounts. In addition to the trading management services each Trading Advisor provides for a Series, each Trading Advisor also is permitted to manage and trade accounts for other investors (including other public and private commodity pools). Each Trading Advisor may use the same Trading Approach and other information it uses on behalf of the applicable Series, so long as the Trading Advisor’s ability to carry out its obligations and duties to such Series pursuant to the Advisory Agreement is not materially impaired thereby.

No Trading Advisor will accept additional capital for commodities management if doing so would have a reasonable likelihood of resulting in the Trading Advisor’s having to modify materially its agreed upon Trading Approach in a manner that might reasonably be expected to have a material adverse effect on the Series for which it has trading responsibility; the foregoing will not, however, prohibit a Trading Advisor from accepting additional funds if to do so will require only routine adjustments to its trading patterns in order to comply with speculative position limits or daily trading limits.

Each Trading Advisor and its shareholders, directors, officers, employees and agents also are permitted to trade for their own accounts so long as their trading does not materially impair the Trading Advisor’s ability to carry out its obligations and duties to the Trust. Limited Owners are not permitted to inspect records of any of the Trading Advisors or the individuals associated with the Trading Advisors because of the confidential nature of such records. Each Trading Advisor will, upon reasonable request, permit the Managing Owner to review at the Trading Advisor’s offices such trading records that the Managing Owner may reasonably request for the purpose of confirming that the Trust has been treated equitably with respect to advice rendered by the Trading Advisor for other accounts managed by the Trading Advisor.

The Trading Advisor shall not be liable to the Managing Owner, the Trust, the Trustee, the Trading Company or the Limited Owners, or any of their respective successors or assigns under this Agreement for any

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act or failure to act taken or omitted in good faith in a manner reasonably believed to be in, or not opposed to the best interests of the Trust and the Trading Company if such act or failure to act did not constitute a breach of the Advisory Agreement, misconduct or negligence on the part of the Trading Advisor.

In any threatened, pending or completed action, arbitration, claim, demand, dispute, lawsuit or other proceeding, or each, a Proceeding, to which a Trading Advisor was or is a party or is threatened to be made a party arising out of or in connection with the respective Advisory Agreement or the management of the Trust’s or Trading Company’s assets by such Trading Advisor or the offering and sale of Units, the Managing Owner and the Trading Company will indemnify and hold harmless such Trading Advisor and its principals, officers, directors, members, managers, shareholders, partners, employees, and affiliates, or Principals and Affiliates, against any loss, liability, damage, cost, expense (including, without limitation, reasonable attorneys’ and accountants’ fees), judgments and amounts paid in settlement actually and reasonably incurred by them in connection with such Proceeding if such Trading Advisor acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interests of the Trust and the Trading Company and provided that its conduct did not constitute negligence, misconduct, or a breach of the Advisory Agreement; provided, however, that no indemnification shall be available from the Managing Owner if such indemnification is prohibited by Section 4.6(c) of the Trust Agreement. The termination of any Proceeding by judgment, order or settlement shall not, of itself, create a presumption that the Trading Advisor did not act in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the Trust.

In addition, each Trading Advisor will indemnify and hold harmless the Managing Owner, the Trust, the Trustee, the Trading Company and each of their respective Principals and Affiliates against any loss, liability, damage, cost or expense (including, without limitation, reasonable attorneys’ and accountants’ fees), judgments and amounts paid in settlement actually and reasonably incurred by them (A) as a result of a breach of any representation, warranty or agreement of such Trading Advisor made in the Advisory Agreement or (B) as a result of act or omission of such Trading Advisor relating to the Trust or the Trading Company if there has been a final judicial or regulatory determination that such act or failure to act constituted a breach of the Advisory Agreement, misconduct or negligence on the part of the Trading Advisor; provided, however that such final judicial or regulatory determination shall not be required in the event of a settlement of any Proceeding with the prior written consent of the Trading Advisor.

BROKERAGE AGREEMENT

Each of the Clearing Brokers and each Trading Company entered into a brokerage agreement, or each, a Brokerage Agreement. As a result each Clearing Broker (i) acts as the Trading Companies’ executing and clearing broker, (ii) acts as custodian of the Trading Companies’ assets, (iii) assists with foreign currency, (iv) assists the Managing Owner in the performance of its administrative functions for the Trading Companies, and (v) performs such other services for the Trading Companies as the Managing Owner may from time to time request.

As executing and clearing brokers for each of the Trading Companies, the Clearing Brokers receive each Trading Advisor’s orders for trades. Generally, when the Trading Advisor gives an instruction either to sell or buy a particular foreign currency forward contract, the Trust engages in back-to-back principal trades with the Clearing Brokers in order to carry out the Trading Advisor’s instructions. In back-to-back currency transactions, a Clearing Broker, as principal, arranges bank lines of credit and contracts to make or to take future delivery of specified amounts of the currency at the negotiated price. The Clearing Broker, again as principal, in turn contracts with each Trading Company to make or take future delivery of the same specified amounts of currencies at the same price. In these transactions, such Clearing Broker acts in the best interests of the Trading Company.

Confirmations of all executed trades for each Series are given to the Trading Company by the Clearing Brokers. The Brokerage Agreement incorporates the Clearing Brokers’ standard customer agreements and related

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documents, which generally include provisions that (i) all funds, commodities and open or cash positions carried for each Trading Company will be held as security for that Trading Company’s obligations to the Clearing Broker; (ii) the margins required to initiate or maintain open positions will be as from time to time established by the Clearing Brokers and may exceed exchange minimum levels; and (iii) each Clearing Broker may close out positions, purchase commodities or cancel orders at any time it deems necessary for its protection, without the consent of the Trading Company.

As custodian of the Trading Companies’ assets, the Clearing Brokers are responsible, among other things, for providing periodic accountings of all dealings and actions taken by each Trading Company during the reporting period, together with an accounting of all securities, cash or other indebtedness or obligations held by it or its nominees for or on behalf of each Trading Company on behalf of each Series of the Trust.

Administrative functions provided by the Clearing Brokers for each Trading Company include, but are not limited to, preparing and transmitting daily confirmations of transactions and monthly statements of account, calculating equity balances and margin requirements.

As long as the Brokerage Agreement between it and the Trading Company is in effect, each Clearing Broker will not charge the Trading Company a fee for any of the services it has agreed to perform, except for the agreed-upon brokerage fee. See “Fees and Expenses.”

Each Futures Brokerage Agreement is not exclusive and runs for successive one-year terms to be renewed automatically each year unless terminated. Each Banc of America Futures Brokerage Agreement is terminable by any Trading Company or Banc of America Futures without penalty upon sixty (60) days’ prior written notice. Each UBS Securities Brokerage Agreement is terminable by any Trading Company or UBS Securities without penalty upon thirty (30) days’ prior written notice (unless where certain events of default occur or there is a material adverse change in such Trading Company’s financial position, in which case only prior written notice is required to terminate the UBS Securities Brokerage Agreement).

The Brokerage Agreement with UBS Securities provides that neither UBS Securities nor any of its managing directors, officers, employees or affiliates shall be liable for any costs, losses, penalties, fines, taxes and damages sustained or incurred by any Trading Company other than as a result of UBS Securities negligence or reckless or intentional misconduct or breach of such agreement.

The Brokerage Agreement with Banc of America Futures provides that Banc of America Futures shall not be liable for any loss, cost, expense or damage to any Trading Company other than as a result of Bank of America Futures’ gross negligence, willful misconduct or fraud.

SELLING AGENT AGREEMENT

Each of the Selling Agents will enter into a selling agent agreement, or each, a Selling Agent Agreement, with the Trust and the Managing Owner. As a result, each Selling Agent will act as a selling agent for the Trust on a “best efforts” basis.

Each Selling Agent, in recommending to any person the purchase or sale of Units, will use commercially reasonable efforts to determine, on the basis of information obtained from the prospective purchaser concerning the prospective purchaser’s investment objectives, the prospective purchaser’s other investments and the prospective purchaser’s financial situation and needs, and any other information known by the Selling Agent through the review of its offeree questionnaire completed by such prospective purchaser and maintain in the Selling Agent’s files documents disclosing the basis upon which the determination of suitability was reached as to each purchaser.

Pursuant to the Selling Agent Agreement, each Selling Agent has no commitment with regard to the sale of the Units other than to use its best efforts. In connection with the offer, sale and distribution of the Units, each

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Selling Agent has agreed that it will comply fully with all applicable laws and regulations, and the rules, policy statements and interpretations of the NASD, the SEC, the CFTC, state securities administrators and any other regulatory or self-regulatory body. Each Selling Agent has agreed that it will not execute any sales of Units from a discretionary account over which it has control without prior written approval of the customer in whose name such discretionary account is being maintained.

Each Selling Agent Agreement will be terminated at the conclusion of the Continuous Offering Period with respect to each Series. Prior to the conclusion of the Continuing Offering Period, each Selling Agent Agreement may be terminated by the Selling Agent, at the Selling Agent’s option, by giving thirty (30) days’ notice to the Trust and the Managing Owner, in the event (i) there is, since the respective dates as of which information is given in the Registration Statement, any material adverse change in the condition, financial or otherwise, of the Trust or the Managing Owner which, in the judgment of the Selling Agent, renders it inadvisable to proceed with the offer and sale of the Units; (ii) the Registration Statement and/or the Prospectus is not amended promptly after written request by the Selling Agent for it to be so amended because an event has occurred which, in the opinion of counsel for the Selling Agent, should be set forth in the Registration Statement or the Prospectus in order to make the statements therein not misleading; (iii) any of the conditions specified in Section 7 of the Selling Agent Agreement are not fulfilled when and as required by the Selling Agent Agreement to be fulfilled; (iv) there is a general suspension of, or a general limitation on prices for, trading in commodity futures or option contracts on commodity exchanges in the United States or other commodities instruments, or there is any other national or international calamity or crisis in the financial markets of the United States to the extent that it is determined by the Selling Agent, in its discretion, that such limitations would materially impede the Trust’s trading activities or make the offering or delivery of the Units impossible or impractical; (v) there is a declaration of a banking moratorium by Federal, New York or Delaware authorities. In addition, each Selling Agent Agreement may be terminated with respect to a Series by written agreement among the parties to the Selling Agent Agreement.

The Selling Agent shall not be liable to the Trust, the Trustee or the Managing Owner for any act or failure to act of the Selling Agent in connection with the performance of services under this Agreement, if such act or failure to act on the part of the Selling Agent or its Principals or Affiliates did not constitute negligence, misconduct or a breach of any of the representations, warranties, covenants or agreements of the Selling Agent contained in the Selling Agent Agreement.

The Managing Owner and the Trust will indemnify and hold harmless the Selling Agent and its Principals and Affiliates from and against any and all loss, liability, claim, damage, expense, fine, penalty, cost or expense (including, without limitation, attorneys’ and accountants’ fees and disbursements), judgments and amounts paid in settlement, or Losses, to which the Selling Agent or its Principals and Affiliates may become subject arising out of or in connection with the Selling Agent Agreement, the transactions contemplated thereby or the fact that the Selling Agent is or was a selling agent of the Trust arising out of or based upon (i) any untrue statement of material fact contained in the Selling Agent Agreement, the Prospectus or any application or written communication executed by the Managing Owner or the Trust filed in any jurisdiction in order to qualify the Units under the securities laws thereof, or the Documents, (ii) any omission from the Documents of a material fact required to be stated therein or necessary to make the statements therein not misleading, or (iii) any breach of any representation, warranty, covenant or agreement made by the Managing Owner or the Trust in the Selling Agent Agreement, except to the extent that any such Losses arise out of, relate to, or are based upon the Selling Agent’s failure to meet the standard of liability applicable to it under the Selling Agent Agreement.

The Selling Agent agrees to indemnify and hold harmless the Trust, the Trustee and the Managing Owner and the Principals and Affiliates of the Trustee and the Managing Owner from and against all Losses incurred by any of them arising out of or based upon the Selling Agent’s failure to meet the standard of liability set forth in the Selling Agent Agreement.

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TRUST AGREEMENT

The rights and duties of the Trustee, the Managing Owner and the Limited Owners are governed by provisions of the Trust Act and by the Trust Agreement which is attached as Exhibit A to the Statement of Additional Information. The key features of the Trust Agreement which are not discussed elsewhere in the Prospectus are outlined below, but reference is made to the Trust Agreement for complete details of all of its terms and conditions.

Trustee

Wilmington Trust Company is the Trustee of the Trust and serves as the Trust’s sole trustee in the State of Delaware. The Trustee is permitted to resign upon sixty (60) days’ notice to the Trust, provided, that any such resignation will not be effective until a successor Trustee is appointed by the Managing Owner. The Trust Agreement provides that the Trustee will be compensated by the Managing Owner or its affiliates, and the Trustee will be indemnified by the Managing Owner against any expenses (as defined in the Trust Agreement) it incurs relating to or arising out of the formation, operation or termination of the Trust or the performance of its duties pursuant to the Trust Agreement, except to the extent that such expenses result from the negligence or willful misconduct of the Trustee. The Managing Owner has the discretion to retain the Trustee or replace the Trustee with a new trustee.

Only the Managing Owner has signed the Registration Statement of which this Prospectus is a part, and the assets of the Trustee are not subject to issuer liability under the Federal securities laws for the information contained in this Prospectus and under Federal and state law with respect to the issuance and sale of the Units. Under such laws, neither the Trustee, either in its capacity as Trustee or in its individual capacity, nor any director, officer or controlling person of the Trustee is, or has any liability as, the issuer or a director, officer or controlling person of the issuer of the Units. The Trustee’s liability in connection with the issuance and sale of the Units, and with respect to the Trust’s obligations under the Units, is limited solely to the express obligations of the Trustee set forth in the Trust Agreement. See “The Trustee” under “Description of The Trust, Trustee, Managing Owner and Affiliates.”

Management Responsibilities of the Managing Owner

Under the Trust Agreement, the Trustee of the Trust has delegated to the Managing Owner the exclusive management and control of all aspects of the business of the Trust. The Trustee has no duty or liability to supervise or monitor the performance of the Managing Owner, nor shall the Trustee have any liability for the acts or omissions of the Managing Owner. In addition, the Managing Owner has been designated as the “tax matters partner” for purposes of the Code. The Limited Owners will have no voice in the operations of the Trust, other than certain limited voting rights which are set forth in the Trust Agreement. See “Termination,” “Election or Removal of Managing Owner,” “Exercise of Rights by Limited Owners” and “Amendments and Meetings” under this heading. In the course of its management, the Managing Owner may, in its sole and absolute discretion, appoint an Affiliate or Affiliates of the Managing Owner as additional managing owners (except where Limited Owners having Units representing at least a majority of the Net Asset Value of each Series have notified the Managing Owner that the Managing Owner is to be replaced as the managing owner) and retain such persons, including Affiliates of the Managing Owner, as it deems necessary for the efficient operation of the Trust.

Transfer of Units

Subject to compliance with suitability standards imposed by the Trust, applicable Federal securities and state “Blue Sky” laws (See “Who May Subscribe.”) and the rules of other governmental authorities, the Units may be assigned at your election, upon notice to the Managing Owner on a form acceptable to the Managing Owner. The Managing Owner shall refuse to recognize an assignment only if necessary, in its judgment, to maintain the treatment of the Trust as a partnership for Federal income tax purposes or to preserve the

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characterization or treatment of Series income or loss and upon receipt of an opinion of counsel supporting its conclusion. The Managing Owner will exercise this right by taking any actions as it deems necessary or appropriate in its reasonable discretion so that such transfers or assignments of rights are not in fact recognized and that the assignor or transferor continues to be recognized as a beneficial owner of Series Units for all purposes, including the payment of any cash distribution. Notwithstanding the foregoing, and except for certain situations set forth in the Trust Agreement, no assignment may be made if such assignment would result in (a) a contravention of the NASAA Guidelines, as adopted in any state where the proposed assignor and assignee reside, including the current restriction that generally prohibits transfers or assignments of Units in one or more Series valued at less than $1,000 (with no minimum in the case of IRAs or Benefit Plan Investors) or transfers or assignments of Units in such amounts as would result in your or permitted assignees’ having an aggregate investment in all Series of less than $1,000 (with no minimum in the case of IRAs or Benefit Plan Investors), unless the proposed transfer relates to your aggregate Units in all Series; or (b) the aggregate total of Units transferred in a twelve-month period equaling forty-nine percent (49%) or more of the outstanding Units (taking into account applicable attribution rules and excluding transfers by gift, bequest, or inheritance). The Trust Agreement provides that the Managing Owner will incur no liability to any investor or prospective investor for any action or inaction by it in connection with the foregoing, provided it acted in good faith.

Assignments to (i) your ancestors or descendants (ii) the personal representative or heir of a deceased Limited Owner, (iii) the trustee of a trust to which you are a beneficiary or another person to whom a transfer could otherwise be made, or (iv) the shareholders, partners or beneficiaries of a corporation, partnership or trust upon its termination or liquidation, shall be effective as of the day immediately following the day in which the Managing Owner receives the written instrument of assignment. Assignments or transfers of Units to any other person shall be effective on the next succeeding day, provided the Managing Owner shall have been in receipt of the written instrument of assignment for at least two (2) Business Days.

An assignee may become a substituted Limited Owner only with the written consent of the Managing Owner, which consent may be withheld in the Managing Owner’s sole and absolute discretion as described above. Upon receipt by the Managing Owner of (i) a duly executed and acknowledged, written instrument of assignment, (ii) an opinion of the Trust’s independent counsel, rendered upon the Managing Owner’s request, that such assignment will not jeopardize the Trust’s tax classification as a partnership and that the assignment will not violate the Trust Agreement or the Trust Act and (iii) such other documents as the Managing Owner deems necessary or desirable to effect such substitution, the Managing Owner may accept the assignee as a substituted Limited Owner. A permitted assignee who does not become a substituted Limited Owner shall be entitled to receive the share of the profits or the return of capital to which his assignor would otherwise be entitled, but shall not be entitled to vote, to receive any information on or an account of the Series’ transactions or to inspect the books of the Series. Under the Trust Agreement an assigning Limited Owner is not released from its liability to the Trust for any amounts for which he may be liable under the Trust Agreement (see “Redemption of Units” and “Liabilities” under this heading), whether or not the assignee to whom he has assigned Units becomes a substituted Limited Owner. All Limited Owners are responsible for all costs relating to the assignment or transfer or their own Units.

Exchange Privilege

Once trading commences, you may exchange, without any charge your Units in one Series for Units in another Series, each such transaction, an Exchange. Exchanges will be available between the various Classes 1 of the Series, and Exchanges will be available between the various Classes 2 of the Series. However, it is important to note that Exchanges will not be allowed from Class 1 to Class 2 or vice versa. In addition, Exchanges will be allowed out of the Graham Series, but Exchanges into the Graham Series will be restricted to those investors that have purchased their Units through a Selling Agent that acts as a selling agent for the Graham Series. An Exchange will be treated as a redemption of Units in one Series and an immediate purchase of Units in another Series. Each Unit purchased in an Exchange will be issued and sold at a price per Unit equal to 100% of the Net Asset Value of a Unit of the new Series as of the Valuation Point immediately preceding the date upon which notice of the Exchange, or the Request for Exchange, is provided to the Managing Owner. An exchanging Limited Owner may realize a taxable gain or loss in connection with the Exchange.

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Each Exchange is subject to satisfaction of the conditions governing redemption on the applicable day, as well as the requirement that the Series being exchanged into is then offering registered Units. The Net Asset Value of Units to be exchanged, as well as the Units to be acquired, on the applicable Valuation Point may be higher or lower than it is on the date that the Request for Exchange is submitted due to the potential fluctuation in the Net Asset Value per Unit of each Series. In addition, see “Redemption of Units.” To effect an Exchange, a Request for Exchange must be submitted to the Managing Owner on a timely basis (i.e., at 4:00 PM NYT at least two (2) Business Days prior to the day on which the Exchange is to become effective). The Managing Owner, in its sole and absolute discretion, may change the notice requirement upon written notice to you. You must request an Exchange on the Request for Exchange form attached as Exhibit C to the Statement of Additional Information.

Redemption of Units

Units or any portion thereof held by the Limited Owners (or any assignee thereof) may be redeemed on the day of the week after the date the Managing Owner is in receipt of a redemption request for at least one (1) Business Day, or a Redemption Date, to be received by the Managing Owner prior to 4:00 PM NYT in order for the redemption to be effective as of the next Business Day. The Managing Owner, in its sole and absolute discretion, may change the notice requirement upon written notice to you. Except as set forth below, Units will be redeemed at a redemption price equal to 100% of the Net Asset Value per Unit of the applicable Series, calculated as of the Valuation Point immediately preceding the relevant Redemption Date. Accordingly, Limited Owners bear the risk of any decline in Net Asset Value from the date notice of intent to redeem is given until the Valuation Point. Class 1 Units of any Series redeemed on or before the end of the first twelve- month period after their effective dates will be subject to a redemption fee of up to 3.0% of the Net Asset Value at which they are redeemed unless the redemption is part of an Exchange for Class 1 Units of another Series offered hereby. Such redemption fees are paid to the Managing Owner.

In the event that the estimated Net Asset Value per Unit of a Series, after adjustment for distributions, as of the close of business of any Business Day is less than 50% of the Net Asset Value per Unit of a Series as of the last Valuation Point (i.e., the close of business of the immediately preceding Business Day), a special redemption period shall be established, Limited Owners will be given notice of such event within seven (7) Business Days of such occurrence. Trading in such Series shall be temporarily suspended during such special redemption period. In addition, the twentieth (20th) Business Day following the notification by the Managing Owner to the Limited Owners of a decline in the Net Asset Value per Unit of any Series to less than 50% of the Net Asset Value per Unit of such Series as of the immediately preceding day shall be deemed a special redemption date.

The Net Asset Value per Unit upon redemption on any date also will reflect all accrued expenses for which the applicable Series is responsible, including incentive fees, if any (including incentive fees which may be due and owing other than at the end of a quarter), and will be reduced by such Unit’s pro rata portion of any expenses or losses incurred by the Series resulting from such redeeming Limited Owner (and his assignee, if any) unrelated to the Series’ business, as well as the Limited Owner’s liabilities for certain Series taxes, if any, or for liabilities resulting from violations of the transfer provisions in the Trust Agreement. Limited Owners shall be notified in writing within seven (7) Business Days following the Redemption Date whether or not their Units shall be redeemed, unless payment for the redeemed Units is made within that seven-Business Day period, in which case notice shall not be required. Except as otherwise provided in the Trust Agreement, in the case of extraordinary circumstances, payment normally shall be made within seven (7) Business Days following the Redemption Date. You may revoke your intention to redeem before the Redemption Date by written instruction to the Managing Owner.

All timely requests for redemption in proper form will be honored and the applicable Series’ commodity positions will be liquidated to the extent necessary to effect such redemptions. The Managing Owner may suspend temporarily any redemption if the effect of the redemption, either alone or in conjunction with other redemptions, would be to impair the Trust’s ability to operate in pursuit of its objectives (for example, if the

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Managing Owner believes a redemption, if allowed, would advantage one investor over another investor). The Managing Owner anticipates suspending redemptions only under extreme circumstances, such as in the event of a natural disaster, force majeur, act of war, terrorism or other event which results in the closure of financial markets. Such suspension of redemptions would last a maximum of thirty (30) days. The right to obtain redemption also is contingent upon the Series’ having property sufficient to discharge its liabilities on the date of redemption. In the event that a Series has insufficient assets net of liabilities to satisfy all requests for redemption, redemption requests will be processed in a “First-In, First-Out” order. Redemption requests of investors affiliated with the Trust, the Managing Owner, a Trading Advisor or their respective affiliates will not receive favorable treatment over non-affiliated investors. It is also contingent upon timely receipt by the Managing Owner of a request for redemption in the form attached as Exhibit D to the Statement of Additional Information (or any other form approved by the Managing Owner). Redemption requests may be mailed or otherwise delivered to the Managing Owner.

The Trust Agreement provides that the Managing Owner also has the right mandatorily to redeem, upon two (2) days’ prior notice acknowledged by you, Units of any Limited Owner if (a) the Managing Owner determines that the continued participation of such Limited Owner in the Trust might cause the Trust or any Unitholder to be deemed to be managing “Plan Assets” under ERISA; (b) there is an unauthorized assignment or transfer pursuant to the Trust Agreement; or (c) in the event that any transaction would or might violate any law or constitute a prohibited transaction under ERISA or the Code and a statutory, class or individual exemption from the prohibited transaction provisions of ERISA for such transaction or transactions does not apply or cannot be obtained from the DOL (or the Managing Owner determines not to seek such an exemption).

If you are redeeming Class 1 Units of a Series within the first twelve (12) months following your purchase of Units, you will be charged an early redemption fee. See “Fees and Expenses.”

Termination

Unless earlier dissolved, the term of the Trust and each Series in the Trust shall expire on December 31, 2053. The Trust or, as the case may be, any Series shall also be dissolved upon the occurrence of any of the following events:

(a)    The filing of a certificate of dissolution or the revocation of the Managing Owner’s charter (and the expiration of 90 days after the date of notice to the Managing Owner of revocation without a reinstatement of its charter) or the withdrawal, removal, adjudication of bankruptcy or insolvency of the Managing Owner, or each of the foregoing, an Event of Withdrawal, unless (i) at the time there is at least one remaining managing owner and that remaining managing owner carries on the business of the Trust or (ii) within 90 days of an Event of Withdrawal, all the remaining Unitholders in each Series agree in writing to continue the business of the Trust and to select, as of the date of such Event of Withdrawal, one or more successor managing owners. Within 120 days of any Event of Withdrawal, if action is not taken pursuant to (i) or (ii) and the Trust and each Series are dissolved, Limited Owners of each Series holding Units representing at least a majority (over 50%) of the Net Asset Value of the Series (without regard for Units held by the Managing Owner or its Affiliates) may elect to continue the business of the Trust and each Series by forming a new statutory trust, or the Reconstituted Trust, on the same terms and provisions set forth in the Trust Agreement. Any such election must also provide for the election of a Managing Owner to the Reconstituted Trust. If such election is made, all Limited Owners will be bound thereby and continue as Limited Owners of the Reconstituted Trust;

(b)    The occurrence of any event that makes the continued existence of the Trust or any Series in the Trust unlawful, as the case may be;

(c)    With respect to a Series, the failure to sell the Subscription Minimum of such Series to subscribers during the Initial Offering Period;

(d)    The suspension, revocation or termination of the Managing Owner’s registration as a CPO under the CE Act, as amended, or membership as a CPO with the NFA, unless at the time there is at least one remaining Managing Owner whose registration or membership has not been suspended, revoked or terminated;

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(e)    The Trust or, as the case may be, any Series becomes insolvent or bankrupt;

(f)    The Limited Owners holding Units representing at least a majority (over 50%) of the Net Asset Value of a Series (which excludes the Units of the Managing Owner) vote to dissolve the Series, notice of which is sent to the Managing Owner not less than ninety (90) Business Days prior to the effective date of such Series’ termination;

(g)    The Limited Owners of each Series holding Units representing at least a majority (over 50%) of the Net Asset Value of the Series (excluding Units held by the Managing Owner or an Affiliate) vote to dissolve the Trust, with 90 days’ prior written notice to the Managing Owner; or

(h)    The decline of the Net Asset Value of a Series by 50% or more from the Net Asset Value of the Series (i) as of the commencement of the Series’ trading activities or (ii) on the first day of a fiscal year, in each case after appropriate adjustment for distributions, redemptions, reallocations and additional contributions to capital.

A Series may also dissolve, in the discretion of the Managing Owner, upon the determination of the Managing Owner that the Series’ aggregate Net Asset Value in relation to the operating expenses of the Series makes it unreasonable or imprudent to continue the business of the Series. The Managing Owner is not required to, and should not be expected to, obtain an opinion of legal counsel or any other third party prior to determining to dissolve any Series in the Trust.

Upon dissolution of the Trust or a Series, its affairs shall be wound up, its liabilities discharged and its remaining assets distributed pro rata to the Unitholders. To the extent the Trust or the Series has open positions at such time, it will use its best efforts to close such positions, although no assurance can be given that market conditions might not delay such liquidation and that amounts received thereon will not be less than if market conditions permitted an immediate liquidation. If all Series are terminated, the Trust will terminate.

The Trust Agreement provides that the death, legal disability, bankruptcy or withdrawal of a Limited Owner will not terminate or dissolve the Series (unless such Limited Owner is the sole Limited Owner of the Trust) or the Trust and that the legal representatives of such Limited Owner have no right to withdraw or value his, her or its Units except by redemption of Units pursuant to the Trust Agreement.

Reports and Accounting

The Trust maintains its books on the accrual basis. The financial statements of each Series in the Trust will be prepared in accordance with accounting principles generally accepted in the United States of America and will be audited at least annually by independent certified public accountants designated by the Managing Owner, in its sole discretion. The Managing Owner shall submit any information, including but not limited to reports and statements required to be distributed to Limited Owners, required to be filed with any official or agency of a state in which Units of the Trust are registered to such official or agency. Each Limited Owner is furnished with unaudited monthly and certified annual reports containing such information as the CFTC and NFA require. Following the inception of trading, current monthly and annual reports accompany this Prospectus to all new subscribers after trading in a Series commences. The CFTC requires that an annual report be provided not later than one hundred and twenty (120) days after the end of each fiscal year or the permanent cessation of trading as defined in the CE Act, whichever is earlier and set forth, among other matters:

1)    the Net Asset Value of the Series and the Net Asset Value per Unit per Series or the total value of your interest in the Trust, in either case, as of the end of the year in question and the preceding year;

2)    a Statement of Financial Condition as of the close of the fiscal year and, if applicable, the preceding fiscal year;

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3)    Statements of Income (Loss) and Changes in Limited Owners’ Capital during the fiscal year and, to the extent applicable, the previous two fiscal years; and

4)    appropriate footnote disclosure and such further material information as may be necessary to make the required statements not misleading.

The CFTC also requires that an unaudited monthly report be distributed to each Limited Owner within thirty (30) days of the end of each month containing information presented in the form of a Statement of Income (Loss) and a Statement of Changes in Net Asset Value.

The Statement of Income (Loss) must set forth, among other matters:

1)    the total amount of realized net gain or loss on commodity interest positions liquidated during the month;

2)    the change in unrealized net gain or loss on commodity interest positions during the month;

3)    the total amount of net gain or loss from all other transactions in which a Series is engaged; and

4)    the total amounts of management fees, advisory fees, brokerage fees and other fees for commodity and other investment transactions, and all other expenses incurred or accrued by the Trust during the month.

The Statement of Changes in Net Asset Value must itemize the following:

1)    the Net Asset Value of the Series as of the beginning and end of the month;

2)    the total amount representing redemptions of Units during the month;

3)    the total net income or loss of the Series during the month; and

4)    the Net Asset Value per Unit or the total value of your interest in the Trust as of the end of the month.

The monthly report also is required to describe any other material business dealings between the Trust, the Managing Owner, the Trading Advisors, the Clearing Brokers, the Selling Agents or any affiliate of any of the foregoing.

Limited Owners also will be furnished with such additional information as the Managing Owner, in its discretion, deems appropriate, as well as any other information required to be provided by any governmental authority having jurisdiction over the Trust.

Net Asset Value is calculated on each Business Day as required. Upon request, the Managing Owner will make available to any Limited Owner the Net Asset Value per Unit for a Series. Each Limited Owner will be notified of any decline in the Net Asset Value per Unit of a Series to less than fifty percent (50%) of the Net Asset Value per Unit as of the last Valuation Point. Included in such notification will be a description of the Limited Owners’ voting and redemption rights. See “Redemption of Units,” above.

In addition, the Managing Owner will furnish you with tax information in a form which may be utilized in the preparation of your Federal income tax returns which is anticipated to be distributed no later than March 15.

The books and records maintained by the Trust will be kept for eight (8) fiscal years at its principal office. The Limited Owners have the right to obtain information about all matters affecting the Trust, provided that such is for a purpose reasonably related to the Limited Owner’s interest in the Trust, and to have access at all times during normal business hours to the Trust’s books and records in person or by their authorized attorney or agent and to examine such books and records in compliance with CFTC rules and regulations. The Managing Owner will maintain (at the Managing Owner’s principal office) a current list, in alphabetical order, of the names and last known addresses and, if available, business telephone numbers of, and number of Units owned by, all Unitholders; a copy of the Trust Certificate and all certificates of amendment thereto, together with executed

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copies of any powers of attorney pursuant to which any certificate has been executed; copies of the Trust’s Federal, state and local income tax returns and reports, if any; and copies of any effective written Trust Agreements, Subscription Agreements and any financial statements of the Trust for the six (6) most recent years. Such information will be made available at reasonable times for inspection and copying by any Limited Owner or his representative for any purpose reasonably related to the Limited Owner’s interest as a beneficial owner of the Trust during ordinary business hours. The Managing Owner will furnish a copy of the list of Limited Owners to you or your representative within ten days of a request therefor for any purpose reasonably related to your interest as a Limited Owner in the Trust (including, without limitation, matters relating to your voting rights under the Trust Agreement or the exercise of your rights under Federal proxy laws) upon request and upon payment of the reasonable cost of reproduction and mailing; provided, however, that if you are requesting such list, you must give written assurances that it will not be used for commercial purposes. Subject to applicable law, you must give the Managing Owner at least ten (10) Business Days’ prior written notice for such inspection or copying by you or your authorized attorney or agent. Each Limited Owner will be notified of any material change in the Advisory Agreements or in the compensation of any party within seven (7) Business Days thereof and will be provided with a description of any material effect on the Units such changes may have.

Summary of Critical Accounting Policies

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires the Managing Owner to adopt accounting policies and make estimates and assumptions that affect amounts reported in the Trust’s financial statements. The Managing Owner believes that once the Trust commences operations, the Trust’s critical accounting policies and related estimates and judgments underlying the financial statements will be as identified below.

Investment Transactions and Valuation—The Trust will record investment transactions on trade date and all investments will be recorded 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 will be based on quoted market prices; however, in certain circumstances, significant judgments and estimates may be required in determining fair value in the absence of an active market closing price.

In applying these policies, the Managing Owner may make judgments that can frequently require estimates about matters that are inherently uncertain.

Distributions

Other than as limited by the Trust Agreement, the Managing Owner has sole discretion in determining the amount and frequency of distributions. However, you have the right to redeem a portion or all of your Units in accordance with the redemption procedures contained in the Trust Agreement. See “Redemption of Units,” above. In the event any type of distribution is declared, each Unitholder will receive an amount of such distribution in proportion to the interest in the Series held by him, as of the record date of distribution. Any distribution shall become a liability of the Series for purposes of calculating Net Asset Value as of the date of its declaration until it is paid. See “Federal Income Tax Consequences—Cash Distributions, Redemptions and Exchanges of Units” for the income tax effect of such distributions.

Sharing of Profits and Losses

Each investor in a Series has a tax capital account and a book capital account. The initial balance of each will be the amount paid for the Units in the Series. For the purposes of an Investor’s book capital account, at the end of each Business Day, the amount of any increase or decrease in the Net Asset Value per Unit from the preceding Business Day is credited to or charged against the book capital account of each investor for that Series.

For purposes of an Investor’s tax capital account, all items of income, gain, loss and deduction of each Series will be allocated among holders of the Units in such Series at the end of each fiscal year of the Trust. The

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allocation will be made as follows: First, all items that arise other than from a disposition of Series assets will be allocated among the Limited Owners based on their respective book capital accounts as of the days on which such items arose. Second, each Series’ aggregate recognized gain, if any, shall be allocated among the Limited Owners who redeemed or exchanged Units to the extent of the excess of the book capital account balances attributable to the redeemed or exchanged Units over the tax capital account balances attributable to those Units. Third, each Series’ remaining aggregate recognized gain, if any, shall be allocated among the Limited Owners whose book capital account balance exceeds its tax capital account, until such excess is eliminated. Any remaining aggregate recognized gain will be allocated among all Unitholders in proportion to their respective book capital account balances. Each Series’ aggregate recognized loss, if any, shall then be allocated among the Limited Owners who redeemed or exchanged Units to the extent of the excess of the tax capital account balances attributable to the redeemed or exchanged Units over the book capital account balances attributable to those Units. Next, each Series’ aggregate recognized loss, if any, will be allocated to each Unit whose tax capital account balance exceeds the book capital account balance of such Units until such excess has been eliminated. Any remaining aggregate recognized loss will be allocated among all Unitholders who were Unitholders in proportion to their respective book capital account balances. Notwithstanding the foregoing, loss will not be allocated to a Unit (and instead will be allocated to the Managing Owner) to the extent that allocating such loss to such Unit would cause the book capital account balance of such Unit to be reduced below zero.

Liabilities

Liability of Series

The Trust is formed in a manner such that each the Trust, with respect to each Series, will be liable only for obligations attributable to such Series and Limited Owners will not be subject to the losses or liabilities of any Series in which they have not invested. In the event that any creditor or Limited Owner of Units in any particular Series asserted against the Trust a valid claim with respect to its indebtedness or Units, the creditor or Limited Owner would only be able to recover money from that particular Series and its assets and from the Managing Owner and its assets. Accordingly, the debts, liabilities, obligations, claims and expenses, or collectively, Claims, incurred, contracted for or otherwise existing solely with respect to a particular Series will be enforceable only against the assets of that Series and against the Managing Owner and its assets, and not against any other Series or the Trust generally or any of their respective assets. The assets of any particular Series include only those funds and other assets that are paid to, held by or distributed to the Trust on account of and for the benefit of that Series, including, without limitation, funds delivered to the Trust for the purchase of Units in a Series. This limitation on liability is referred to as the “Inter-Series Limitation on Liability.” The Inter-Series Limitation on Liability is expressly provided for under Section 3804(a) of the Trust Act, which provides that if certain conditions (as set forth in Section 3804(a)) are met, then the debts of any particular Series will be enforceable only against the assets of such series and not against the trust generally.

In furtherance of the Inter-Series Limitation on Liability, every party, including the Limited Owners, the Trustee and all parties providing goods or services to the Trust, any Series or the Managing Owner on behalf of the Trust or any Series, will consent in writing, or a Written Consent, to: (i) the Inter-Series Limitation on Liability with respect to such party’s Claims or Units; (ii) voluntarily reduce the priority of its Claims against and Units in the Trust or any Series or their respective assets, such that its Claims and Units are junior in right of repayment to all other parties’ Claims against and Units in the Trust or any Series or their respective assets, except that (a) Units in the particular Series that such party purchased pursuant to a Subscription Agreement or similar agreement and (b) Claims against the Trust where recourse for the payment of such Claims was, by agreement, limited to the assets of a particular Series, will not be junior in right of repayment, but will receive repayment from the assets of such particular Series (but not from the assets of any other Series or the Trust generally) equal to the treatment received by all other creditors and Limited Owners that dealt with such Series and (iii) a waiver of certain rights that such party may have under the United States Bankruptcy Code, if such party held collateral for its Claims, in the event that the Trust is a debtor in a chapter 11 case under the United States Bankruptcy Code, to have any deficiency Claim (i.e., the difference, if any, between the amount of the Claim and the value of the collateral) treated as an unsecured Claim against the Trust generally or any other Series.

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Limited Owner Liability

Your capital contribution is subject to the risks of the each Series’ trading and business. The Trust Act provides that, except to the extent otherwise provided in the Trust Agreement, you shall be entitled to the same limitation of personal liability extended to stockholders of private corporations for profit organized under the General Corporation Law of the State of Delaware. No similar statutory or other authority limiting statutory or business trust beneficial owner liability exists in many other states. As a result, to the extent that you or the Trust is subject to the jurisdiction of courts in those states, the courts may not apply Delaware law, and may thereby subject you to liability. To guard against this risk, the Trust Agreement (i) provides for indemnification to the extent of the Series’ assets of any Limited Owner against claims of liability asserted against such Limited Owner solely because he or it is a beneficial owner of the Trust; and (ii) requires that every written obligation of the Trust contain a statement that such obligation may only be enforced against the assets of the applicable Series provided that the omission of such disclaimer is not intended to create personal liability for any Unitholder. Thus, subject to the exceptions set forth in the Trust Agreement and described below, your risk of incurring financial loss beyond your investment because of liability as a beneficial owner is limited to circumstances in which (i) a court refuses to apply Delaware law; (ii) no contractual limitation on liability was in effect; and (iii) the Trust or the applicable Series itself would be unable to meet its obligations. Moreover, and perhaps more importantly, the Managing Owner has agreed in the Trust Agreement for the benefit of the Limited Owners and any third parties that it will be liable for all obligations of the Trust in excess of the Trust’s assets as if it were the general partner of a limited partnership.

In addition, while, as stated above, a Limited Owner in the Trust generally cannot lose more than his or its investment and his or its share of the Trust’s profits, the Trust Agreement provides that you may incur liability  (i) in the event the Trust is required to make payments to any Federal, state or local or any foreign taxing authority in respect of any Unitholder’s allocable share of Trust income, in which case such Unitholder shall be liable for the repayment of such amounts; (ii) to indemnify the Trust if the Trust incurs losses (including expenses) as a result of any claim or legal action to which the Trust is subject which arises out of your obligations or liabilities unrelated to the Trust’s business, (iii) to indemnify the Trust and each Unitholder against any losses or damages (including tax liabilities or loss of tax benefits) arising as a result of any transfer or purported transfer of your Unit in violation of the Trust Agreement, and (iv) if the Subscription Agreement you delivered in connection with your purchase of Units contains misstatements.

Moreover, the Trust Agreement provides that, subject to the exceptions referred to above, the Trust will not make a claim against you with respect to amounts distributed to you or amounts received by you upon redemption of Units unless under Delaware law you are liable to repay such amounts. Except as set forth above, assessments of any kind shall not be made of the Limited Owners. Except as provided under Delaware law and by the Trust Agreement, each Unit, when issued, will be fully paid and non-assessable. Except as indicated above, losses in excess of the Trust’s assets will be the obligation of the Managing Owner.

Election or Removal of Managing Owner

The Managing Owner may be removed on reasonable prior written notice by Limited Owners holding Units representing at least a majority (over 50%) of the Net Asset Value of each Series (not including Units held by the Managing Owner). The Trust Agreement provides that the Managing Owner may voluntarily withdraw as managing owner of the Trust provided that it gives the Limited Owners one hundred twenty (120) days’ prior written notice and its withdrawal as Managing Owner is approved by Limited Owners holding Units representing at least a majority (over 50%) of the Net Asset Value of each Series (not including Units held by the Managing Owner). The Trust Agreement provides that if the Managing Owner elects to withdraw as Managing Owner to the Trust and it is the sole Managing Owner, Limited Owners holding Units representing at least a majority (over 50%) of the Net Asset Value of each Series (not including Units held by the Managing Owner) may vote to elect, prior to such withdrawal, a successor managing owner to carry on the business of the Trust. If the Managing Owner withdraws as managing owner and the Limited Owners or remaining Managing Owners elect to continue the Trust, the withdrawing Managing Owner shall pay all expenses incurred as a result of its withdrawal. The

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Trust Agreement further provides that in the event of the withdrawal of the Managing Owner, the Managing Owner shall be entitled to redeem its General Units in each Series of the Trust at their Net Asset Value as of the next permissible Redemption Date. See “Trust Agreement—Management Responsibilities of the Managing Owner.”

Alternatively, the Trust Agreement provides that if the Trust is dissolved as a result of an Event of Withdrawal (as defined in Article XIII of the Trust Agreement) of a Managing Owner, then within one hundred and twenty (120) days of such Event of Withdrawal, Limited Owners holding Units representing a majority (over 50%) of the Net Asset Value of each Series (not including Units held by the managing Owner) may elect to form a new statutory trust on the same terms as set forth in the Trust Agreement and continue the business of the Trust and elect a new managing owner.

Exercise of Rights by Limited Owners

Limited Owners holding Units representing in excess of fifty percent (50%) of the Net Asset Value of each Series (excluding Units held by the Managing Owner and its Affiliates) must approve any material change in a Series’ trading policies, which change will not be effective without such approval. See “Trading Limitations and Policies.” In addition, Limited Owners holding Units representing in excess of fifty percent (50%) of the Net Asset Value of each Series (excluding Units held by the Managing Owner and its Affiliates) may vote to adopt amendments to the Trust Agreement proposed by the Managing Owner or by Limited Owners holding Units representing at least ten percent (10%) of the Net Asset Value of a Series. See “Amendments and Meetings” below. Additionally, Limited Owners holding Units representing at least a majority (over 50%) of the Net Asset Value of a Series (excluding Units held by the Managing Owner and its Affiliates) may vote to (i) terminate and dissolve the Series upon ninety (90) days’ prior notice to the Managing Owner, (ii) remove the Managing Owner on reasonable prior written notice to the Managing Owner, (iii) elect one or more additional Managing Owners, (iv) approve the voluntary withdrawal of the Managing Owner and elect a successor managing owner in the event the Managing Owner is the sole managing owner of the Trust, (v) approve the termination of any agreement between the Trust and the Managing Owner or its Affiliates for any reason, without penalty, and (vi) approve a material change in the trading policies of the Trust or a Series, and, in the case of (iii) and (v) on sixty (60) days’ prior written notice.

Indemnification

The Trust Agreement provides that with respect to any action in which the Managing Owner or any of its affiliates is a party because of its relationship to the Trust, the Trust shall indemnify and hold harmless to the full extent permitted by law such person against any losses, judgments, liabilities, expenses and amounts paid in settlement of any claims sustained by such person in connection with each Series of the Trust, provided that (1) the Managing Owner was acting on behalf of or performing services for the Trust and has determined, in good faith, that such course of conduct was in the best interests of the Trust and such liability or loss was not the result of negligence, misconduct or a breach of the Trust Agreement on the part of the Managing Owner or its affiliates and (2) any such indemnification will only be recoverable from the assets of each Series of the Trust. All rights to indemnification permitted by the Trust Agreement and payment of associated expenses will not be affected by the dissolution or other cessation to exist of the Managing Owner, or the withdrawal, adjudication of bankruptcy or insolvency of the Managing Owner. The Trust Agreement further provides that any such indemnification of the Managing Owner or any of its Affiliates, unless ordered by a court, shall be made by the Trust only as authorized in the specific case and only upon a determination by independent legal counsel in a written opinion that indemnification of the Managing Owner is proper in the circumstances because it has met the applicable standard of conduct set forth in the Trust Agreement. Expenses incurred in defending a threatened or pending action or proceeding against the Managing Owner may be paid by each Series (on a pro rata basis, as the case may be) in advance of the final disposition of such action if (i) the legal action relates to the performance of duties or services by the Managing Owner or an Affiliate on behalf of the Trust; (ii) the legal action is initiated by a third party who is not a Limited Owner or the legal action is initiated by a Limited Owner and a court of

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competent jurisdiction specifically approves such advancement; and (iii) the Managing Owner undertakes to repay the advanced funds to each Series (on a pro rata basis, as the case may be) with interest, in the event indemnification is subsequently held not to be permitted. No indemnification of the Managing Owner or its Affiliates is permitted for liabilities or expenses arising under Federal or state securities laws unless (i) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the particular indemnitee and the court approves the indemnification of such expenses (including, without limitation, litigation costs); (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular indemnitee and the court approves the indemnification of such expenses (including, without limitation, litigation costs; or (iii) a court of competent jurisdiction approves a settlement of claims against a particular indemnitee and finds that indemnification of the settlement and related costs should be made. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to the Managing Owner or its affiliates, the Managing Owner has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act, and is therefore unenforceable.

In any claim for indemnification in actions involving alleged Federal or state securities laws violations, the party seeking indemnification must place before the court the position of the SEC, the position of the Tennessee Securities Division and any other applicable state securities division which requires disclosure with respect to the issue of indemnification for securities law violations. The Trust Agreement also provides that with respect to any action taken by the Managing Owner as “tax matters partner,” including consenting to an audit, the Trust shall indemnify and hold harmless the Managing Owner.

Amendments and Meetings

The Trust Agreement may be amended in certain respects by a vote of the Limited Owners holding Units representing at least a majority (over 50%) of the Net Asset Value of each Series (which excludes the Units of the Managing Owner), either pursuant to a written vote or at a duly called meeting of the Limited Owners. An amendment may be proposed by the Managing Owner or by Limited Owners holding Units equal to at least ten percent (10%) of the Net Asset Value of each Series, unless the proposed amendment affects only certain Series, in which case such amendment may be proposed by Limited Owners holding Units equal to ten percent (10%) of the Net Asset Value of each affected Series. Unitholders will be supplied with a verbatim copy of any proposed amendment which potentially could affect them and statements concerning the legality thereof. It is not anticipated that the Managing Owner will call any annual meetings of the Limited Owners.

The Managing Owner may, without the consent of the Limited Owners, make amendments to the Trust Agreement which are necessary to (i) add to the representations, duties or obligations of the Managing Owner or to surrender any right or power of the Managing Owner, for the benefit of the Limited Owners, (ii) cure any ambiguity, (iii) correct or supplement any provision of the Trust Agreement which may be inconsistent with any other provision of the Trust Agreement or this Prospectus, or (iv) make any other provisions with respect to matters or questions arising under the Trust Agreement that the Managing Owner deems advisable, provided, however, that no such amendment shall be adopted unless the amendment is not adverse to the interests of the Limited Owners, is consistent with the Managing Owner’s management of the Trust pursuant to Section 3806 of the Trust Act, does not affect the allocation of profits and losses to them or among them, and does not adversely affect the limited liability status of the Limited Owners or the status of the Trust as a partnership for Federal income tax purposes. The Managing Owner further may, without the consent of the Limited Owners, amend the provisions of the Trust Agreement relating to the allocations among Limited Owners of profits, losses and distributions if it is advised by its accountants or counsel that any such allocations are unlikely to be upheld for Federal income tax purposes.

Meetings of the Trust may be called by the Managing Owner. In addition, meetings will be called upon receipt by the Managing Owner of a written request signed by Limited Owners holding Units equal to at least ten percent (10%) of the Net Asset Value of a Series. Thereafter, the Managing Owner shall give written notice to all Limited Owners, in person or by certified mail within fifteen (15) days after such receipt, of such meeting and its

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purpose. Such meeting must be held at least thirty (30) but not more than sixty (60) days after the receipt of such notice. Any action permitted to be taken at a meeting may be taken without a meeting on written approval of the Limited Owners holding Units of the percentage required to approve any such action if a meeting were held.

Fiscal Year

The Trust’s fiscal year shall begin on January 1 of each year and end on December 31 of each year, except that (i) the first fiscal year of the Trust commenced on August 8, 2003, the date the Certificate of Trust was filed, and (ii) the fiscal year in which the Trust terminates shall end on the date of termination of the Trust.

FEDERAL INCOME TAX CONSEQUENCES

The following constitutes the opinion of Dorsey & Whitney LLP and summarizes the material Federal income tax consequences of the purchase, ownership and disposition of Units in the Trust.

This opinion is based on current law, which is subject to change (including retroactive changes) or to possible differing interpretations. It is not intended as a complete analysis of all potential Federal income tax considerations relating to your purchase, ownership and disposition of Units, and does not address all aspects of taxation that may be relevant to you in light of your individual circumstances (including the effect of any foreign, state or local tax laws). Unless otherwise expressly indicated, this opinion is addressed and applies only to Limited Owners who are individuals who are citizens or residents of the United States and is not addressed to corporate Limited Owners or to certain other types of Limited Owners subject to special treatment under Federal income tax laws (such as persons not citizens or residents of the United States, tax-exempt entities, partnerships or other pass-through entities, or dealers in commodities).

We urge you to consult your own tax advisor regarding the Federal, state, local and foreign income tax consequences to you of the purchase, ownership and disposition of Units in light of your individual tax circumstances, and of the effects of possible changes in the tax laws.

The Trust’s Tax Status

In the opinion of Dorsey & Whitney LLP, counsel to the Trust and the Managing Owner, (1) the Trust will be treated as a partnership for Federal income tax purposes and, assuming that at least 90% of the gross income of the Trust will constitute “qualifying income” within the meaning of Section 7704(d) of the Code, the Trust will not be a publicly traded partnership treated as a corporation, and (2) the discussion set forth in this Prospectus under the heading “Federal Income Tax Consequences” correctly summarizes the material Federal income tax consequences as of the date of this Prospectus to potential investors of the purchase, ownership and disposition of Units in the Trust.

You should be aware, however, that the opinion of Dorsey & Whitney LLP is subject to the qualifications and assumptions set forth in the opinion and in this Prospectus, is based on facts described in this Prospectus, relies on certain certifications of the Managing Owner and is based upon current legislative, judicial and administrative interpretations of existing Federal income tax law. In addition, the opinion represents counsel’s legal judgment and is not binding on the Service or the courts.

Taxation of the Trust’s Profits and Losses

You must pay tax on your distributable share of the Trust’s income and gains for each year even if the Trust does not make any cash distributions to you.

The Trust generally will allocate the income, gains and losses of each Series on a daily basis among Limited Owners who hold Units in the Series as described above. If you redeem any Units in a Series or exchange Units

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in one Series for Units in another Series, however, you will be allocated a disproportionate amount of the Series’ gains and losses if necessary to increase your adjusted tax basis in the redeemed or exchanged Units to the value of those Units. This will have the effect of causing you to recognize a tax gain or tax loss equal to the appreciation or depreciation in the redeemed or exchanged Units. Your adjusted tax basis in your Units generally equals the amount that you paid for the Units increased by income or gains allocated to you with respect to the Units and decreased (but not below zero) by distributions, deductions and losses allocated to you with respect to the Units.

Character of the Trust’s Income, Gains and Losses

Interest

Interest earned by the Trust, as well as interest earned on subscription funds on deposit with the Escrow Agent during the Initial Offering Period, will be ordinary income.

Bonds and Other Securities

Gains and losses from dispositions and short sales of bonds and other securities by the Trust generally will be capital gains and losses. Such capital gains or losses will be long term if the Trust has held the bonds or other securities for more than one year.

Options and Futures Contracts

Certain options and futures contracts, known as “Section 1256 contracts,” are subject to special tax rules. Section 1256 contracts include certain futures contracts, options, and foreign currency contracts traded on U.S. futures exchanges. Section 1256 contracts that remain open on the last business day of a tax year are “marked-to-market” and gain or loss is recognized for tax purposes as if the contracts had been sold on that day at fair market value. All gain or loss attributable to Section 1256 contracts is treated as 40% short-term capital gain or loss and 60% long-term capital gain or loss, regardless of how long they were held.

Gain or loss is not recognized with respect to an option or futures contract that is not a Section 1256 contract until the option is exercised, the sale is made pursuant to the futures contract, or the option or futures contract is sold, exchanged, lapses, or is terminated. Gain or loss attributable to non-Section 1256 contracts will generally be short-term capital gain or loss because the Trust generally will hold such contracts for less than one year.

Income Tax Rates

Short-term capital gains and ordinary income of the Trust that are allocated to you (such as interest, net gain on capital assets held one year or less, and 40% of the gain on Section 1256 contracts) will be taxed at a maximum Federal rate of 35%. Long-term capital gains of the Trust that are allocated to you (such as net gain on capital assets held more than one year and 60 percent of the gain on Section 1256 contracts) will be taxed at a maximum Federal rate of 15% for sales that occur before January 1, 2009 and, under current law, 20% for sales occurring thereafter.

Deductibility of Losses

Your ability to deduct losses allocated to you by the Trust is limited by several rules. You may deduct Trust losses only to the extent of your adjusted tax basis in your Units. You may only deduct losses to the extent of your “at-risk” amount, which is calculated in a manner that is similar to the calculation of your adjusted tax basis, except that the “at risk” amount does not include any amount borrowed on a nonrecourse basis by the Trust or from someone with an interest in the Trust.

You may deduct capital losses only to the extent of your short-term or long-term capital gains for the year, plus $3,000. You may thus not be able to deduct all of the losses the Trust allocates to you in the year in which

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those losses are allocated. You may also be required in any year to pay taxes on your share of the Trust’s interest income even though the Trust allocated losses to you in excess of that interest income.

You generally may not carry back capital losses to offset gains in prior years. You may, however, generally elect to carry back losses realized from trading in Section 1256 contracts to each of the three preceding years as an offset against Section 1256 contract gains in those years.

Capital losses that you cannot deduct in any year are carried over indefinitely to future years.

Passive-Activity Loss Rules and Their Effect on the Treatment of Income and Loss

The Trust’s trading activities will not be a “passive activity.” Therefore, the passive activity loss rules will not result in any tax losses of the Trust being nondeductible (but such losses may be subject to other deductibility limitations described in this summary such as the limitation on deductibility of capital losses discussed above). Similarly, your share of the Trust’s income or gain will not constitute passive income and may not be offset by your losses from passive activities.

Organizational and Syndication Expenses

The Managing Owner will pay, without reimbursement, all costs related to the organization of the Trust and the offering of Units, except for the initial service fee, if any. Therefore, no deductions for organizational expenses will pass through to you. The Service may take the position that certain expenses the Trust allocates to you as deductible expenses are non-deductible syndication expenses. Syndication expenses (i.e., expenses related to the issuance or marketing of Units) are not deductible and may not be amortized, even though such expenses will reduce Net Asset Value if paid by the Trust.

Cash Distributions, Redemptions and Exchanges of Units

You will not be taxed on any cash distributions or partial redemption payments from the Trust until the aggregate amount you receive exceeds your adjusted tax basis in all of your Units. If you receive distributions or redemption payments in excess of your adjusted tax basis, you will recognize gain equal to the excess. Tax rules do not permit recognition of a loss upon a partial redemption of your Units. If you receive a cash payment in complete redemption of all of your Units, you will recognize gain or loss for Federal income tax purposes equal to the difference between the amount of cash you receive and your adjusted tax basis in your Units. The gain or loss will be characterized as long-term or short-term capital gain or loss depending on whether you held the Units for more than one year. Exchanges will be treated as redemptions followed by the purchase of Units in the new Series for Federal income tax purposes, with the fair market value of the Units received in the exchange treated as the amount of the redemption payment.

Limitation on Deductibility of Investment Advisory Expenses

You are subject to certain limitations on your ability to deduct investment advisory expenses because those expenses are characterized for Federal tax purposes as miscellaneous itemized deductions. The Trust intends to treat management and advisory fees and certain other Trust expenses as fully deductible business expenses for Federal income tax purposes. The Service may, however, characterize such expenses as investment advisory expenses or, alternatively, assert that such expenses should be capitalized.

Limitation on Deductibility of Investment Interest

You may deduct investment interest (including your share of the Trust’s investment interest) only to the extent of your net investment income. Investment interest includes interest on indebtedness allocable to property held for investment. Net investment income does not include net long-term capital gain unless you elect to treat

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that gain as ordinary income rather than capital gain. Investment interest expense that cannot be deducted because of this limitation may be carried over to the following taxable year.

Fund Audit Procedures

The Service audits Trust-related items at the Trust level rather than at the Limited Owner level. The Managing Owner acts as “tax matters partner” with the authority to determine the Trust’s responses to an audit. If an audit results in an adjustment, you may be required to pay additional taxes, interest and penalties.

Tax Shelter Regulations

Recently issued tax shelter regulations may require the Trust to maintain a list of the names and taxpayer identification numbers of Limited Owners who are U.S. persons, which may be subject to disclosure to the Service upon its request. In addition, the regulations may require each such Limited Owner to make certain annual disclosures to the Service with respect to its investment in the Trust. Published guidance on these regulations indicates that the tax shelter disclosure requirements should not apply to investments that are subject to certain “mark-to-market” provisions of the Code. The Managing Owner expects that some or all of the investments made by the Trust will satisfy this exception, but there can be no assurance that the regulations are not otherwise applicable to you. Accordingly, you should consult your Federal tax advisor with respect to the applicability of the tax shelter regulations to your investment in the Trust.

Tax Exempt Limited Owners

Based on the expected income and activities of the Trust, tax-exempt U.S. Limited Owners generally should not be required to pay tax on their share of income or gains of the Fund so long as the tax-exempt Limited Owner does not use borrowed funds in connection with its purchase of Units. You should, however, consult your tax advisors as to whether this will be true in your case.

Foreign Limited Owners

A non-resident alien individual who is not otherwise engaged in a United States trade or business should not be deemed to be engaged in a United States trade or business solely as a result of the purchase of Units in the Trust. Capital gains and interest earned by the Trust and allocated to such a foreign Limited Owner will, as a general rule, not be subject to Federal income or withholding tax, provided the foreign Limited Owner satisfies applicable certification requirements. However, capital gains and interest earned by the Trust may be subject to tax in other jurisdictions in which the foreign Limited Owner is subject to taxation. Certain interest income that the Trust might earn may be subject to a 30% Federal withholding tax. Foreign prospective investors should consult with their own tax advisors regarding the possible tax consequences to them of the purchase, ownership and disposition of Units in the Trust in light of their individual tax circumstances.

PRIVACY POLICIES

Non-public personal information received by the Trust and the Managing Owner with respect to investors who are natural persons, including the information provided to the Trust by such investors in the subscription documents, will not be shared with nonaffiliated third parties which are not service providers to the Trust and the Managing Owner without prior notice to such investors. Such service providers include but are not limited to the auditors and the legal advisors of the Trust. The Trust and the Managing Owner may disclose such nonpublic personal information as required by law. See “Exhibit E—Privacy Notice.”

LEGAL MATTERS

Legal matters in connection with this offering have been passed upon for the Trust and the Managing Owner by Dorsey & Whitney LLP, 250 Park Avenue, New York, New York 10177. Certain legal matters relating to

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Delaware law have been passed upon for the Trust and the Managing Owner by Richards, Layton & Finger, P.A., One Rodney Square, 920 N. King Street, Wilmington, Delaware 19801. Dorsey & Whitney LLP acts as counsel generally for the Managing Owner and advises the Managing Owner with respect to its responsibilities as Managing Owner of, and with respect to matters relating to, the Trust. Dorsey & Whitney LLP also represents certain affiliates of the Managing Owner from time to time in various matters, and it is expected they will continue to represent such entities in the future.

ADDITIONAL INFORMATION

The Trust has filed with the SEC in Washington, D.C. a registration statement covering all Series of Units on Form S-1, as amended, or the Registration Statement, with respect to the securities offered hereby. This Prospectus does not contain all of the information set forth in the Registration Statement, certain portions of which have been omitted pursuant to the rules and regulations of the SEC, including, without limitation, certain exhibits attached to the Registration Statement (e.g., the Selling Agreement, the Escrow Agreement, and the Brokerage Agreements). A copy of the Registration Statement has also been provided to the National Futures Association, Chicago, Illinois. The descriptions contained herein of agreements included as exhibits to the Registration Statement are necessarily summaries. Reference is made to the Registration Statement, including the exhibits attached thereto, for further information with respect to the Trust and each Series’ securities. You may read and copy the registration statement and the exhibits to the registration statement at the SEC public reference room located at 450 Fifth Street N.W., Washington, D.C. 20549. You may obtain information on the operation of the public reference room be calling the SEC at 1-800-SEC-0330. The registration statement is also available on the SEC’s website at http://www.sec.gov, which contains reports, proxy and information statements and other information regarding companies that file electronically with the SEC.

EXPERTS

The statement of financial condition of the Trust included in this Prospectus has been audited by Deloitte & Touche LLP, independent auditors, as stated in their report appearing herein and is included in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

The consolidated statement of financial condition of the Managing Owner included in this Prospectus has been audited by Deloitte & Touche LLP, independent auditors, as stated in their report appearing herein and is included in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

The statements referred to under “Federal Income Tax Consequences” have been reviewed by Dorsey & Whitney LLP and are included in reliance upon their authority as experts in tax law in the United States.

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INDEX TO

CERTAIN FINANCIAL INFORMATION

	Page
THE FRONTIER FUND
Independent Auditors’ Report	F-2
Statement of Financial Condition as of December 31, 2003	F-3
Notes to Statement of Financial Condition	F-4
EQUINOX FUND MANAGEMENT, LLC
Independent Auditors’ Report	F-6
Consolidated Statement of Financial Condition as of December 31, 2003	F-7
Notes to Consolidated Statement of Financial Condition	F-8

F-1

INDEPENDENT AUDITORS’ REPORT

To the Managing Owner and Unit Holder of

The Frontier Fund

Denver, Colorado

We have audited the accompanying statement of financial condition of The Frontier Fund (the “Fund”) as of December 31, 2003. This financial statement is the responsibility of the Fund’s management. Our responsibility is to express an opinion on this financial statement 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 statement of financial condition is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the statement of financial condition. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall statement of financial condition presentation. We believe that our audit of the statement of financial condition provides a reasonable basis for our opinion.

In our opinion, such statement of financial condition presents fairly, in all material respects, the financial position of the Fund as of December 31, 2003, in conformity with accounting principles generally accepted in the United States of America.

Deloitte & Touche LLP

Princeton, New Jersey

January 7, 2004

(January 29, 2004 as to Note 2)

F-2

The Frontier Fund

Statement of Financial Condition

As of December 31, 2003

ASSETS
Assets
Cash	$	1,000
Cash—Balanced Series		1,000
Cash—Beach Series		1,000
Cash—C-View Currency Series		1,000
Cash—Dunn Series		1,000
Cash—Graham Series		1,000
Total Assets			$	6,000
LIABILITIES & MEMBERS’ CAPITAL
Due to Managing Owner			$	1,000
Capital
Balanced Series Units—Class 2		1,000
Beach Series Units—Class 2		1,000
C-View Currency Series Units—Class 2		1,000
Dunn Series Units—Class 2		1,000
Graham Series Units—Class 2		1,000
Total Capital				5,000
Total Liabilities & Capital			$	6,000
Net Asset Value per Unit:
Balanced Series (10 Units)		$100
Beach Series (10 Units)		$100
C-View Currency Series (10 Units)		$100
Dunn Series (10 Units)		$100
Graham Series (10 Units)		$100

See Notes to Statement of Financial Condition

F-3

The Frontier Fund

Notes to Financial Statements as of December 31, 2003

1.    Organization and Purpose

The Frontier Fund (the “Fund”) was formed as a Delaware statutory trust on August 8, 2003, with separate series (each, a “Series”) of units of beneficial interest (the “Units”). Its term will expire on December 31, 2053 (unless terminated earlier in certain circumstances). The Fund is a multi-advisor commodity pool as described in CFTC Regulation § 4.10(d)(2).

As of December 31, 2003, the Fund offers five (5) separate and distinct Series: Balanced Series, Beach Series, C-View Currency Series, Dunn Series, and Graham Series. The Fund may issue future Series of Units. The Units of each Series will be separated into two sub-classes of Units. The Trust, with respect to each Series, will:

• engage in the speculative trading of a diversified portfolio of futures, forward (including interbank foreign currencies) and options contracts and may, from time to time, engage in cash and spot transactions;

• invest in a subsidiary trading vehicle, managed account, limited liability company, limited partnership or other collective investment vehicle (each, a “Trading Company”). Each Trading Company will have one-year renewable contracts with its own independent commodity trading advisor(s) (each, a “Trading Advisor”) that will manage all or a portion of such Trading Company’s assets and make the trading decisions for the assets of each Series vested in such Trading Company, segregate its assets from any other Trading Company and maintain separate, distinct records for each Series, and account for its assets separately from the other Series and the other Fund assets;

• calculate the Net Asset Value of its Units separately from the other Series;

• have an investment objective of increasing the value of each Series’ Units over the long term (capital appreciation), while controlling risk and volatility; further, to offer exposure to the investment programs of individual Trading Advisors and to specific instruments (currencies); and

• offer each Series of Units in two Sub-Classes – Class 1 and Class 2. Investors who purchase Class 1 Units of any Series will be charged up to three percent (3.0%) annually of the Net Asset Value of each Unit purchased, for the benefit of Selling Agents selling such Class 1 Units. The Managing Owner will prepay the initial service fee which will be amortized monthly at an annual rate of three percent (3.0%) of the average daily Net Asset Value of Class 1 of such Series; provided, however, that investors who redeem all or a portion of their Class 1 Units of any Series during the first twelve (12) months following the effective date of their purchase will be subject to a redemption fee of up to three percent (3.0%) of the Net Asset Value at which such investor redeemed to reimburse the Managing Owner for the then-unamortized balance of the prepaid initial service fee. Investors who purchase Class 2 Units of any Series will be charged no initial service fee. However, the Managing Owner may pay the Selling Agents an on-going service fee for certain administrative services.

• Units of any Class in a Series may be redeemed, in whole or in part, on a daily basis, at the then current Net Asset Value per Unit for such Series on the day of the week after the date the Managing Owner is in receipt of a redemption request for at least one (1) Business Day to be received by the Managing Owner prior to 4:00 PM in New York. Redemption of Class 1 Units of any Series, which have been held by the Unit holder for less than twelve (12) full months, will be subject to a redemption fee of up to three percent (3.0%) of the value of such Units being redeemed. Redemption fees are payable to Equinox Fund Management, LLC as Managing Owner of the Trust.

2.    Transactions with Affiliates

The initial $6,000 seed capital of the Fund was provided by its Managing Owner, Equinox Fund Management, LLC (the “Managing Owner”), a Delaware limited liability company formed on June 25, 2003, to organize and manage various funds, including the Fund. $1,000 was contributed to Class 2 of each of the original six (6) Series of the Fund. Effective August 26, 2003, the Fund’s Beacon Series Units were redeemed by the Managing Owner for $1,000 and will no longer be offered by the Fund. There were no other capital changes or changes in the net assets of the Fund.

F-4

As sponsoring management company of the Fund, the Managing Owner has agreed to bear the organization and initial offering costs of the Fund, which have been estimated to be approximately $1,250,000.

Upon commencement of operations, each Series of Units will pay to the Managing Owner a monthly management fee equal to a certain percentage of such Series’ assets. The Managing Owner may pay all or a portion of such management fees to the Trading Advisor(s) for such Series.

In addition, each Series will pay to the Managing Owner an incentive fee of a certain percentage of “New High Net Trading Profits”, as defined, generated by such Series, monthly or quarterly. Because the Balanced Series will employ multiple Trading Advisors, the Balanced Series will pay the Managing Owner a monthly incentive fee calculated on a Trading Advisor by Trading Advisor basis. It is therefore possible that in any given period the Balanced Series may pay incentive fees to one or more Trading Advisors while the Balanced Series as a whole experiences losses. The Managing Owner may pay all or a portion of such incentive fees to the Trading Advisor(s) for such Series.

F-5

INDEPENDENT AUDITORS’ REPORT

To the Member Owner of

Equinox Fund Management, LLC

Denver, Colorado

We have audited the accompanying consolidated statement of financial condition of Equinox Fund Management, LLC (the “Company”) as of December 31, 2003. This financial statement is the responsibility of the Fund’s management. Our responsibility is to express an opinion on this financial statement 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 consolidated statement of financial condition is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated statement of financial condition. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated statement of financial condition presentation. We believe that our audit of the consolidated statement of financial condition provides a reasonable basis for our opinion.

In our opinion, such consolidated statement of financial condition presents fairly, in all material respects, the financial position of the Company as of December 31, 2003 in conformity with accounting principles generally accepted in the United States of America.

Deloitte & Touche LLP

Princeton, New Jersey

January 29, 2004

F-6

Equinox Fund Management, LLC

Consolidated Statement of Financial Condition

As of December 31, 2003

Note: Purchasers of Units in The Frontier Fund will not receive any interest in Equinox Fund Management, LLC.

ASSETS
Current Assets
Cash	$	1,918,704
Prepaid Expense		8,250
Total Current Assets					1,926,954
Furniture, Fixtures and Equipment		8,427
Information Systems		33,374
Total					41,801
Total Assets				$	1,968,755
LIABILITIES AND MEMBER’S CAPITAL
Liabilities
Accounts Payable	$	178,350
Accrued Organization & Offering Expense		96,955
Total Liabilities					275,305
Member’s Capital
Class A		1,756,000
Class B		1,026,000
Accumulated Deficit		(1,088,550	)
Total Member’s Capital					1,693,450
Total Liabilities & Member’s Capital				$	1,968,755

See Notes to Consolidated Statement of Financial Condition

F-7

Equinox Fund Management, LLC

Notes to Consolidated Statement of Financial Condition as of December 31, 2003

1.    Organization and Purpose

Equinox Fund Management, LLC (the “Company”) was formed as a Delaware limited liability company on June 25, 2003, to organize and manage various funds, including The Frontier Fund (the “Trust”), a Delaware Unit Trust.

The Company will have four classes of capital investors:

• “Class A Member” shall mean the Person which makes Capital Contributions to the Company to be invested by the Company directly in the Trust.

• “Class B Member” shall mean the Person which makes the Start-Up Capital Contributions to the Company.

• “Class C Member” shall mean the Person issued Class C Membership Interests in exchange for services rendered.

• “Class D Member” shall mean the Person issued a Membership Interest in the Company pursuant to the exercise of certain options pursuant the terms and conditions of the option agreement.

2.    Significant Accounting Policies

Basis of Presentation – The accompanying consolidated statement of financial condition includes the accounts of the Company and its wholly-owned subsidiary, the Trust. The Company has a $6,000 investment in the Trust, which represents ownership of 100 percent of the currently outstanding units. The Trust assets consist of $6,000 of cash and the Trust has not commenced operations. When the Trust commences operations and sells additional units, it is anticipated that the Company will deconsolidate the Trust because the Company will be expected to neither control nor exercise significant influence over the Trust from that time forward. The consolidated statement of financial condition and the accompanying note have been prepared in accordance with accounting principles generally accepted in the United States of America.

Use of Estimates—The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and reported amounts of revenues and expenses. Actual results could differ from those estimates.

Furniture, Fixtures and Equipment—Furniture, Fixtures & Equipment are recorded at cost and depreciated primarily on the double declining balance method over useful lives ranging from five to seven years. Information Systems consist of hardware and capitalized software recorded at cost and depreciated on the double declining balance method over five years. Maintenance and repair costs are charged to expense as incurred. When long-lived assets are retired or disposed, the costs and accumulated depreciation are eliminated and the resulting profit or loss is recognized in income. Furniture, fixtures, equipment and information systems were primarily acquired in December 2003 and as of December 31, 2003, had not been placed in service. Therefore no depreciation expense was recorded in 2003.

Income Taxes—The Company is classified as a partnership for Federal income tax purposes. As a partnership for Federal income tax purposes, the Company will not incur Federal income tax liability. Items of partnership income, gains, loss and deduction will pass through to members, as partners in the Company. Therefor no Federal income tax provision is required.

F-8

3. The Company, as sponsoring management company of the Trust, has agreed to absorb the organization and initial offering costs of the Trust. Organization costs consist of incorporation fees; legal services pertaining to the organization and incorporation of the business, drafting of bylaws, administration, custody agreements, research and consultation; and audit fees relating to the initial registration statement and auditing the initial seed capital statement of assets and liabilities. Offering costs include legal fees and accounting services related to the initial filing of documents necessary for obtaining regulatory approval for offering of the Trust to investors, regulatory filing fees, and printing and ancillary costs. Organization and offering costs are expensed as incurred.

Total organization and offering costs for the Trust, which will be borne by the Company, are estimated to be approximately $1,250,000.

F-9

BALANCED SERIES APPENDIX

TO PART I OF THE

PROSPECTUS

OF

THE FRONTIER FUND

(A statutory trust formed under the laws of Delaware)

BALANCED SERIES-1 UNITS

BALANCED SERIES-2 UNITS

Commodity Trading Advisors:

Beach Capital Management Limited

C-View International Limited

Dunn Capital Management, Inc.

Cornerstone Trading Company, Inc.

Fall River Capital, LLC

Meyer Capital Management, Inc.

Phoenix Global Advisors LLC

Winton Capital Management Limited

This Balanced Series Appendix (the “Balanced Series Appendix”) is dated January 30, 2004.

THE FRONTIER FUND

BALANCED SERIES-1 UNITS

BALANCED SERIES-2 UNITS

This Balanced Series Appendix to the prospectus, dated January 30, 2004, including all exhibits thereto as the same may be amended and supplemented from time to time, or the Prospectus, of The Frontier Fund, a statutory trust formed under the laws of the state of Delaware, or the Trust, relates to the units of beneficial interest in the Trust, or the Units, designated as Balanced Series Units. Capitalized terms used in this Balanced Series Appendix and not otherwise expressly defined herein shall have the same respective meanings as set forth in the Prospectus. This Balanced Series Appendix must be accompanied by, and read in conjunction with, the Prospectus.

The Balanced Series Units are being offered in two (2) Classes. The Balanced Series Units in Class 1 (as described in the Prospectus) are designated as the “Balanced Series-1 Units,” and the Balanced Series Units in Class 2 (as described in the Prospectus) are designated as the “Balanced Series-2 Units.” The Trust is offering both the Balanced Series-1 Units and the Balanced Series-2 Units pursuant to the Prospectus and this Balanced Series Appendix. Prospective purchasers of the Balanced Series-1 Units and Balanced Series-2 Units should carefully review the Prospectus and this Balanced Series Appendix before determining to purchase such Units.

TRADING ADVISORS

The initial Trading Advisors with respect to the assets allocable to the Balanced Series Units are Beach Capital Management Limited, or Beach, a United Kingdom limited liability company, C-View International Limited (formerly Phoenix Services International Limited), or C-View, a British Virgin Island company, Dunn Capital Management, Inc., or Dunn, a Delaware corporation, Cornerstone Trading Company, Inc., or Cornerstone, a New York corporation, Fall River Capital, LLC, or Fall River, a Wisconsin limited liability company, Meyer Capital Management, Inc., or Meyer, an Illinois corporation, Phoenix Global Advisors, LLC, or Phoenix, a Delaware limited liability company and Winton Capital Management Limited, or Winton, a United Kingdom company. The assets allocable to the Balanced Series Units will be contributed to several Trading Companies, which these entities will act as Trading Advisors pursuant to their respective trading programs.

The Trust may allocate greater than ten percent (10%) of the assets allocable to the Balanced Series Units to Beach, C-View, Dunn, Cornerstone, Fall River and Meyer. Phoenix and Winton will manage less than 10% of the assets allocable to the Balanced Series Units. Because Phoenix and Winton initially will be allocated less than ten percent (10%) of the assets allocable to the Balanced Series, they are not considered “major commodity trading advisors.” See Part II of the Prospectus for certain information regarding a summary description of the performance history of Winton and Phoenix, including the following information: (i) monthly return parameters; (ii) historical volatility and degree of leverage; (iii) any material differences between the performance of Phoenix and Winton as compared to that of the offered pool’s major trading advisors.

Balanced App. - 2

BALANCED SERIES UNITS

MANAGEMENT AND INCENTIVE FEES

Management Fees

The Balanced Series Units will pay to the Managing Owner a monthly management fee equal to approximately 1/12th of 0.50% of the Balanced Series’ Net Asset Value (0.50% annually). The Managing Owner will pay a portion of such management fees to the Trading Advisors.

Incentive Fees

The Balanced Series Units will pay to the Managing Owner a monthly or quarterly incentive fee of 25% of New High Net Trading Profits generated by each Trading Advisor, including realized and unrealized gains and losses thereon, as of the close of business on the last day of each calendar month or quarter. The fee will accrue monthly if paid quarterly. The Managing Owner will pay a portion of such incentive fees to the appropriate Trading Advisors. See “RISK FACTORS—Each Series pays substantial fees and expenses regardless of profitability.”

Initial Allocations

In general, the Managing Owner anticipates allocations to the Trading Advisors in the Balanced Series to vary between two percent (2%) and twenty percent (20%). In addition, the Managing Owner anticipates that between ten percent (10%) and twenty percent (20%) of the Balanced Series’ assets will be allocated to each Trading Advisor designated as a “major trading advisor”. The actual allocations will not be known until the date trading commences. Once trading commences for the Balanced Series, the allocation of the Balanced Series, assets may vary based upon the trading performance of the Trading Advisors and the Managing Owner’s asset allocation activities.

Balanced App. - 3

The table below sets forth certain of the markets and instruments the Trading Advisors allocated assets from the Balanced Series may trade on behalf of client accounts. Not all markets are part of each program. Each Trading Advisor reserves the right to expand or contract the markets and instruments it trades without giving prior notice.

Diversification Summary

The Frontier Fund—THE BALANCED SERIES

Trading Advisor	Program	Stock Indices	Interest Rates	Currencies	Energy	Metals	Commodities	Total
Dunn Capital	WMA	17%	62%	16%	5%			100	%
Dunn Capital	TOPS	16%	62%	17%	5%			100	%
Dunn Capital	Average WMA/TOPS	16.5%	62%	16.5%	5%			100	%
Beach	Discretionary 1XL	8%	27%	20%	15%	15%	15%	100	%
Fall River	Global Trends	13%	26%	23%	9%	10%	19%	100	%
Meyer	Diversified	19%	26%	15%	9%	6%	25%	100	%
C-View	Currencies			100%				100	%
Winton	Diversified	13%	20%	20%	11%	13%	23%	100	%
Cornerstone Trading	International Value		68%	30%	1%	1%		100	%
Phoenix Global Advisors	Futures Only	89%	9%		1%			100	%

Performance of the Balanced Series

A hypothetical performance table constructed to simulate the performance of the multi-advisor portfolio of the Balanced Series can be found in the “Statement of Additional Information” on page SAI-12.

Balanced App. - 4

BALANCED SERIES UNITS

PROJECTED TWELVE MONTH BREAK EVEN ANALYSIS

The table below shows the estimated amount of all fees and expenses which are anticipated to be incurred by a new investor in the Balanced Series-1 Units and Balanced Series-2 Units during the first twelve months. The total estimated cost and expense load of Balanced Series-1 Units and Balanced Series-2 Units is expressed as a percentage of $1,000, the amount of a minimum investment in the Trust (other than by IRAs or Benefit Plan Investors). Residents of Texas (including Benefit Plan Investors) have a minimum initial subscription requirement of $5,000. Although the Managing Owner has used actual numbers and good faith estimates in preparing this table, the actual expenses associated with an investment in the Balanced Series Units may differ.

	Balanced Series-1				Balanced Series-2
	Amount—$		Amount—%		Amount—$		Amount—%
Initial Selling Price(1)	$	1,000	100	%	$	1,000	100	%
Syndication and Selling Expenses(2)	$	0	0	%	$	0	0	%
Trust Operating Expenses(3)	$	0	0	%	$	0	0	%
Management Fee(4)	$	5.00	0.50	%	$	5.00	0.50	%
Service Fee(5)	$	30.00	3.00	%	$	0	0	%
Brokerage Commissions and Trading Fees(6)	$	14.90	1.49	%	$	14.90	1.49	%
Incentive Fee(7)	$	9.40	0.94	%	$	0	0	%
Less Interest Income(8)	$	0	0	%	$	0	0	%
Amount of Trading Income Required for the Trust’s Net Asset Value per Unit (Redemption Value) at the End of One Year to Equal the Selling Price per Unit	$	59.30	5.93	%	$	19.90	1.99	%

Notes

(1) The initial selling price per Unit is $100. The amount reflected in the table represents the amount of minimum investment in the Trust (other than IRAs or Benefit Plan investors) because the total costs and expenses as set forth in the break-even analysis are the costs and expenses associated with a minimum investment of $1,000.

(2) Expenses incurred in connection with the organization of the Trust and the offering of Units during the Initial Offering period shall be paid by the Managing Owner without reimbursement.

(3) The Managing Owner pays for all accounting, auditing, legal and routine operational and administrative expenses without reimbursement.

(4) The Managing Owner will receive a monthly management fee of approximately 0.042% (0.50% annually) of the Balanced Series’ Net Asset Value, which it will use to pay all management fees payable to the Trading Advisors.

(5) With respect to Class 1 of the Balanced Series of Units, as compensation, the Selling Agents will receive an initial service fee at an annual rate of up to 3.0% of the subscription amount of each subscription for Units in Class 1 of the Balanced Series sold by them. The initial service fee will be prepaid by the Managing Owner. If you redeem all or a portion of your Units in Class 1 of the Balanced Series during the first twelve (12) months following the effective date of their purchase, you will be subject to a redemption fee of up to 3% of the Net Asset Value at which they are redeemed. The amount of the redemption fee associated with each Series at any moment equals the amount of unamortized initial service fee prepaid by the Managing Owner for such Series, and as such the aggregate amount of the redemption fee and the initial service fee cannot exceed 3%. Therefore the break-even analysis does not include a separate entry for the redemption fee.

Balanced App. - 5

(6) The Trust, with respect to the Balanced Series will pay the Clearing Brokers and the Managing Owner a fee of approximately 1.49% of the Balanced Series’ Net Asset Value annually, which will be used to pay all brokerage commissions, plus applicable exchange fees, NFA fees, give up fees and other transaction related fees and expenses charged in connection with the Balanced Series’ trading activities and on-going service fees for certain administrative services payable to certain Selling Agents selling Class 2 Units of the Balanced Series.

(7) The reason there is an incentive fee amount on Class 1, but not on Class 2, is due to the 3% initial service fee and on-going service fee charged on Class 1 only. The 3% initial service fee and on-going service fee is not deductible on the incentive fee calculation, thereby requiring the Class 1 to make trading profits and to pay a corresponding incentive fee on such trading profits to break even.

(8) The first two percent (2.0%) of interest income earned per annum by the Trust on the Balanced Series will be paid to the Managing Owner. In addition, of interest income falls below 0.75%, the Managing Owner will be paid the difference between the Trust’s annualized interest income and 0.75%. Interest income above 2.0% is retained by the Trust.

Balanced App. - 6

BEACH

Background of Beach

Beach is one of the largest commodity trading advisors in Europe. Beach manages assets for customers around the globe, including banks, retirement plans and funds of funds, in diversified trading programs which trade a wide range of global investments in futures, cash and forward markets, including stock indices, fixed-income instruments, energy, metals, foreign currencies and traditional commodities.

Beach was incorporated on July 1, 1998 in the United Kingdom. Its main business office is located at Cannon Bridge, 25 Dowgate Hill, London, EC4R 2YA, United Kingdom, and it is regulated by the Financial Services Authority, or the FSA, (registration number 188814). Beach is also registered with the CFTC and the NFA (registration number 0299961) as a member, commodity pool operator and commodity trading advisor and has been registered in such capacities since April 6, 2000. Such registration and membership do not imply that the FSA, CFTC and NFA have endorsed Beach’s qualifications to provide the advisory services described herein.

Principals of Beach

David Beach

David Beach, born in 1964, is the Chief Investment Officer of Beach. Mr. Beach has been registered as a Principal of Beach since April 2000. Mr. Beach has primary responsibility for all investment decisions made by Beach. Mr. Beach began his financial career working for L. Messel & Co (subsequently acquired by Shearson Lehman Brothers Inc.) as a research analyst. In 1989, Mr. Beach moved to Sabre Fund Management Limited, or Sabre, where he was part of the trading team for the main Sabre fund and was allocated initial capital to begin actively managing money in his own program. Mr. Beach moved to join GNI Fund Management Limited, or GNI, in 1994 where he spent the next four (4) years developing and enhancing his trading programs and managing the GNI Technical Program and fund, prior to establishing his own company, Beach, in 1998. Mr. Beach graduated from Kent University with a first class degree in mathematics.

Kelvin Robinson

Kelvin Robinson, born in 1955, is the Chief Executive Officer of Beach. Mr. Robinson has been registered as a Principal of Beach since April 2000. Mr. Robinson is responsible for managing the operations of Beach. Mr. Robinson was managing director of Pilot Software Limited, a software programming company, before joining Sabre as IT Director in 1987. In 1995, Mr. Robinson followed Mr. Beach to GNI and thence to Beach in 1999. Mr. Robinson received his masters degree from the University of California at Los Angeles in 1981.

Morag Law

Morag Law, born in 1971, is the Legal Counsel of Beach. Ms. Law has been registered as a Principal of Beach (status pending) since December 2003. Ms. Law is responsible for legal and compliance issues of Beach. Graduating from Victoria University of Wellington in 1994 with a Law Honors degree and a Bachelor of Arts in Politics, Ms. Law qualified as a Barrister and a Solicitor in New Zealand in 1996 and as a Solicitor in England in 2000. Having extensive experience in corporate, finance and tax law, she joined Beach in 2002 from Aspect Capital Limited, another London based commodity trading advisor. Ms. Law is responsible for all the legal and regulatory issues, is Company Secretary and in February 2003 was appointed a Director of Beach.

Mr. David Beach is primarily responsible for making trading decisions on behalf of Beach.

Beach will conduct its trading for the Balanced Series Units and its allocation from the Beach Series Units through a Trading Company.

Balanced App. - 7

BEACH INVESTMENT STRATEGY

Beach will invest in a diversified portfolio of futures and foreign exchanges, avoiding excess exposure to any one market sector, geographical area or any single instrument. Beach employs rigorous technical research and proprietary pattern recognition techniques in over eighty (80) markets. This research is then combined with the input from market, sector and instrument correlations through a rigorously tested money management system. The investment approach and time horizon of Beach is medium-term, rigorously systematized and trend-capturing with continuous active discretionary overlay to reduce risk, anticipate key technical levels, refine gearing and trade entry and exit levels and re-assess portfolio exposure.

BEACH TRADING PROGRAMS

Beach Discretionary Program

At the heart of Beach is a disciplined rule based trading program, based on a number of chart patterns developed and mathematically defined by David Beach. These patterns act as a complete approach to describing how a market is likely to behave. The patterns are of medium-term duration, and their aim is to identify the periods where trends either begin or end.

The basis of the Beach Discretionary Program is one of full diversification, driven by traditional technical analysis where Beach studies price behavior in order to identify a number of chart patterns, seeking to profit from the trends resulting therefrom. The patterns in question take a minimum of five weeks to form and successful trends last from at least twelve (12) weeks to up to a year. Particular emphasis is placed on patterns where the daily chart is supported by favorable short-term charts which may then give rise not only to a better chance of success but also to a better risk/reward profile, due to the potential of a more significant price move.

The investment procedure begins with daily scanning of a wide range of futures, cash and forward markets – over eighty (80) markets covering stock indices, bonds, interest rates, currencies and commodities. This process is undertaken not only to look for patterns but also to give an overall feel for the general economic climate.

Once the potential pattern is identified and before any position is taken, rigorous checks are undertaken. These checks have two main functions:

(i) to determine the percentage of portfolio assets to be risked, if any at all; and

(ii) to establish a plan of action and a strategy for building up a position.

Trading Levels

Once the initial decision has been made to make an investment, a strategy is established in which critical price levels are identified. This encompasses entry levels and stop loss levels. A plan for building up a position is also developed.

Entry Levels

While the exit from a position may occur at any time (through either a stop loss or reversal signal), entry into a position usually takes place over a number of days involving several opening price levels, as the confidence level increases.

Beach is constantly trying to better the entry levels given by the chart patterns, with special emphasis placed on the use of short-term charts. Improving entry levels can significantly impact trading performance since either lower risk levels can be attained and/or larger positions can be established.

Balanced App. - 8

Stop Loss Levels

All positions have an initial stop loss set, which will normally not be altered until a trend develops. Once a trend develops, the stop loss level may be moved several times in order to lock in profits. There is no guarantee that such stop loss levels can always be achieved.

Risk Management

A number of strict disciplines concerning risk management are employed and these have been incorporated into the trading program over several years of trading.

First, the percentage of portfolio assets risked for each individual position is limited.

Second, related markets are grouped together (e.g., precious metals, stock markets) and each sector has a limit for the percentage of portfolio assets that can be attached to it.

Third, money management principles are applied to diversify risk across a range of relatively unrelated markets, although when a strong opportunity is identified, the portfolio may become more concentrated. This diversification across different sectors reduces the risk of the program being exposed to adverse price movements in a number of positions prompted by a single event.

Last, there is a limit on the total percentage of portfolio assets that may be utilized as initial margin at any one time across the portfolio.

Beach reserves the right to add markets and exchanges to the available universe of instruments, contracts and exchanges, as it deems appropriate.

Balanced App. - 9

Instruments Traded

Interest Rates	Bonds	Currencies Cross Rates
Australian Bank Bills	Australian Bonds	All cross rates are
Canadian Bills	Canadian Bonds	made up by the
EuroDollars	Euro Bonds	seven individual
Euribor	Japanese Bonds	currencies listed (Mexican Peso excluded)
EuroSwiss	US T Bonds
EuroYen	US T Notes
Short Sterling	UK Gilts
US T Bills
Currencies v. US$	Stock Indices	Metals
Australian $	Aus All-Ords	Aluminium
British Pound	CAC 40	Copper
Canadian $	DAX	Gold
Dollar Index	Dow Jones	Lead
EURO	Dow Jones Euro STX	Nickel
Japanese Yen	FTSE 100	Palladium
New Zealand $	Hang Seng	Platinum
Swiss Franc Mexican Peso	MIB 30 Nasdaq Nikkei 225 S&P 500 SMI IBEX 35 TOPIX	Silver Tin Zinc
Energy	Livestock, Foods and Fibres	Corn and Oilseed
Brent	CRB Index	Corn
Crude Oil	Cocoa	Oats
Gasoil	Coffee	Wheat
Heating Oil	Sugar	Soybeans
Natural Gas	Orange Juice	Soybean Meal
Unleaded Gasoline	Live Cattle	Soybean Oil
	Feeder Cattle
	Lean Hogs Pork Bellies Cotton

If the portfolio were fully invested, the Discretionary Programme would have a 20% exposure to currencies, 27% exposure to long and short-term interest rates, 8% exposure to stock indices and a 45% exposure to commodities.

Balanced App. - 10

PAST PERFORMANCE OF BEACH

The Capsule Performance Table which follows sets forth the actual past performance of all client accounts directed by Beach during the period covered by the table. PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

Beach Discretionary Program (1XL)

	2003	2002	2001	2000	1999	1998
January	7.85%	-0.41%	0.06%	3.89%	-2.57%	3.90%
February	3.59%	-6.99%	1.58%	1.16%	7.68%	2.11%
March	-5.85%	1.09%	6.82%	-4.04%	-3.55%	8.37%
April	3.31%	-4.08%	-5.50%	0.89%	4.23%	0.25%
May	14.40%	5.63%	0.69%	-0.94%	0.65%	7.48%
June	-4.04%	9.83%	-0.03%	-3.73%	6.45%	2.52%
July	-3.96%	7.83%	-2.67%	-0.48%	2.14%	0.13%
August	-3.32%	2.03%	-0.14%	3.86%	1.01%	7.49%
September	3.52%	5.11%	13.53%	-0.60%	-0.27%	0.58%
October	9.04%	-6.01%	1.57%	1.35%	0.22%	1.64%
November		-2.70%	-5.22%	2.04%	7.74%	-1.76%
December		8.79%	2.74%	7.81%	4.68%	7.45%
Year	25.05%	19.89%	12.71%	11.15%	31.42%	47.51%

Name of Trading Advisor:	Beach Capital Management Limited
Name of Program:	Beach Discretionary Program (1XL)
Inception of client account trading by Trading Advisor:	March 1999
Inception of client account trading by David Beach:	June 1989
Inception of client account trading in program:	June 1989
Number of open accounts:	17
Aggregate assets overall:	$1.052 billion
Aggregate assets in program:	$996.5 million
Worst monthly draw-down:	-6.99% (February 2002)
Worst peak-to-valley draw-down:	-12.54% (October 2001-April 2002)
Number of profitable closed accounts:	6
Number of unprofitable closed accounts:	1
Leverage Employed:	12% (average margin/equity)

The Rates of Return in this table are representative of the rates of return a composite standard-leverage account would have achieved.

The capsule performance table was prepared based on the fully-funded subset of accounts.

Draw-down means losses experienced by the account over a specified period.

Worst peak-to-valley draw-down means the greatest cumulative percentage decline in month-end net asset value due to losses sustained by the trading program during any period in which the initial month-end net asset value is not equaled or exceeded by a subsequent month-end net asset value.

Balanced App. - 11

PROGRAMS NOT UTILIZED

The following are programs of Beach that are not anticipated to be utilized by The Frontier Fund.

The following summary performance information presents the composite performance results of Beach Discretionary 1XL Fund Limited for the period from November 1999 through October 2003.

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS

Name of Trading Advisor:	Beach Capital Management Limited
Name of Program:	Beach Discretionary 1XL Fund Limited
Inception of Client Account Trading:	March 1999
Inception of Client Account Trading in Program:	November 1999
Number of Accounts Open:	55
Aggregate Assets Overall:	$1.052 billion
Aggregate Assets in Program:	$124.4 million
Worst Monthly Draw-down:	-7.58% (February 2002)
Worst Peak-to-Valley Draw-down:	-14.36% (October 2001-April 2002)
Leverage Employed:	12% (average margin/equity)
2003 Compound Rate of Return (10 months):	23.27%
2002 Compound Rate of Return:	16.61%
2001 Compound Rate of Return:	3.46%
2000 Compound Rate of Return:	5.07%
1999 Compound Rate of Return (2 months):	11.38%
1998 Compound Rate of Return:	N/A

The Fund was profitable as of October 31st, 2003.

Draw-down means losses experienced by the account over a specified period.

Worst peak-to-valley draw-down means the greatest cumulative percentage decline in month-end net asset value due to losses sustained by the trading program during any period in which the initial month-end net asset value is not equaled or exceeded by a subsequent month-end net asset value.

Balanced App. - 12

The following summary performance information presents the composite performance results of the Beach Discretionary 3XL Fund Limited for the period from April 1999 through October 2003.

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS

Name of Trading Advisor:	Beach Capital Management Limited
Name of Program:	Beach Discretionary 3XL Fund Limited
Inception of Client Account Trading:	March 1999
Inception of Client Account Trading in Program:	April 1999
Number of Accounts Open:	11
Aggregate Assets Overall:	$1.052 billion
Aggregate Assets in Program:	$15.8 million
Worst Monthly Draw-down:	-23.08% (Feb 2002)
Worst Peak-to-Valley Draw-down:	-41.85% (November 2001-April 2002)
Leverage Employed:	36% (average margin/equity)
2003 Compound Rate of Return (10 months):	65.57%
2002 Compound Rate of Return:	47.59%
2001 Compound Rate of Return:	2.25%
2000 Compound Rate of Return:	5.46%
1999 Compound Rate of Return (9 months):	58.16%
1998 Compound Rate of Return:	N/A

The Fund was profitable as of October 31st, 2003.

Draw-down means losses experienced by the account over a specified period.

Worst peak-to-valley draw-down means the greatest cumulative percentage decline in month-end net asset value due to losses sustained by the trading program during any period in which the initial month-end net asset value is not equaled or exceeded by a subsequent month-end net asset value.

Balanced App. - 13

The following summary performance information presents the composite performance of the Beach Systematic Program 1XL for the period from January 1998 through October 2003.

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS

Name of Trading Advisor:	Beach Capital Management Limited
Name of Program:	Beach Systematic Program 1XL
Inception of Client Account Trading:	March 1999
Inception of Client Account Trading by David Birch	June 1989
Inception of Client Account Trading in Program:	January 1998
Number of Accounts Open:	3
Aggregate Assets Overall:	$1.052 billion
Aggregate Assets in Program:	$40.5 million
Worst Monthly Draw-down:	-9.00% (Mar 1999)
Worst Peak-to-Valley Draw-down:	-15.51% (Mar 1999)
Number of Profitable Closed Accounts:	0
Number of Unprofitable Closed Accounts:	0
Leverage Employed:	16% (average margin/equity)
2003 Compound Rate of Return (10 months):	6.80%
2002 Compound Rate of Return:	0.81%
2001 Compound Rate of Return:	6.95%
2000 Compound Rate of Return:	7.70%
1999 Compound Rate of Return:	-1.70%
1998 Compound Rate of Return:	40.63%

Draw-down means losses experienced by the account over a specified period.

Worst peak-to-valley draw-down means the greatest cumulative percentage decline in month-end net asset value due to losses sustained by the trading program during any period in which the initial month-end net asset value is not equaled or exceeded by a subsequent month-end net asset value.

Balanced App. - 14

The following summary performance information presents the composite performance results of the Beach Systematic Fund 1XL Limited for the period between March 2002 through October 2003.

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS

Name of Trading Advisor:	Beach Capital Management Limited
Name of Program:	Beach Systematic Fund 1XL Limited
Inception of Client Account Trading:	March 1999
Inception of Client Account Trading in Program:	March 2002
Number of Accounts Open:	1
Aggregate Assets Overall:	$1.052 billion
Aggregate Assets in Program:	$8.1 million
Worst Monthly Draw-down:	-8.19% (October 2002)
Worst Peak-to-Valley Draw-down:	-15.38% (June 2003-August 2003)
Leverage Employed:	16% (average margin/equity)
2003 Compound Rate of Return (10 months):	6.46%
2002 Compound Rate of Return (10 months):	3.73%
2001 Compound Rate of Return:	N/A
2000 Compound Rate of Return:	N/A
1999 Compound Rate of Return:	N/A
1998 Compound Rate of Return:	N/A

The fund was profitable as of October 31st, 2003.

Draw-down means losses experienced by the account over a specified period.

Worst peak-to-valley draw-down means the greatest cumulative percentage decline in month-end net asset value due to losses sustained by the trading program during any period in which the initial month-end net asset value is not equaled or exceeded by a subsequent month-end net asset value.

Balanced App. - 15

The following summary performance information presents the composite performance results of the Beach Fund Limited (1XL) for the period from March 2002 through October 2003.

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS

Name of Trading Advisor:	Beach Capital Management Limited
Name of Program:	Beach Fund Limited (1XL)
Inception of Client Account Trading:	March 1999
Inception of Client Account Trading in Program:	March 2002
Number of Accounts Open:	2
Aggregate Assets Overall:	$1.052 billion
Aggregate Assets in Program:	$28.5 million
Worst Monthly Draw-down:	-7.45% (March 2003)
Worst Peak-to-Valley Draw-down:	-13.29% (June 2003 to August 2003)
Leverage Employed:	16% (estimated average margin/equity)
2003 Compound Rate of Return (10 months):	17.29%
2002 Compound Rate of Return (10 months):	18.36%
2001 Compound Rate of Return:	N/A
2000 Compound Rate of Return:	N/A
1999 Compound Rate of Return:	N/A
1998 Compound Rate of Return:	N/A

The fund was profitable as of October 31st, 2003.

Draw-down means losses experienced by the account over a specified period.

Worst peak-to-valley draw-down means the greatest cumulative percentage decline in month-end net asset value due to losses sustained by the trading program during any period in which the initial month-end net asset value is not equaled or exceeded by a subsequent month-end net asset value.

Balanced App. - 16

C-VIEW

Background of C-View

C-View was incorporated in the British Virgin Islands on September 12, 1997. C-View has been a member of the NFA and has been registered with the CFTC as a commodity trading advisor since April 9, 1998. It has also been registered with the CFTC as a commodity pool operator since April 10, 2003. Its main business office is located at P.O. Box 659, International Trust Building, Road Town, Tortola, British Virgin Islands. Such registration and membership do not imply that the CFTC or the NFA have endorsed C-View’s qualifications to provide the advisory services described herein. C-View currently offers a program which trades spot and forward foreign exchange in the interbank market, NDF’s (non deliverable forwards) and OTC currency options.

Principals of C-View

Alan Paul Chappell

Paul Chappell, born in 1954, is the Chief Executive Officer and Senior Trader at C-View and has been involved in the currency market since 1974. Mr. Chapell has been registered as an Associated Person and Principal of C-View since April 1998. Mr. Chapell was originally employed as a manager at Hambros Bank in London, where he became involved initially in foreign exchange marketing and subsequently went into trading. In 1978, he joined Chemical Bank in London as a trader and then assumed responsibility for FX Spot Trading activities. He was later promoted and transferred to Frankfurt as a Foreign Exchange Manager.

In 1985, he was hired by Bank of America in London to develop the London Foreign Exchange Trading operations and later was given the responsibility of Head of Foreign Exchange Trading for Europe, Middle East and Africa. In 1994, Mr. Chapell was given the role of Global Product Manager for Foreign Exchange. In this position he coordinated the development, structure and customer service of 23 FX Trading operations in all the major global locations and was directly and indirectly responsible for a total of more than 450 FX operatives world-wide. He was also at the forefront of development of the Electronic Brokering System, or EBS, in association with a number of other leading banks which today commands 35% of the total of all brokered interbank spot market FX deals. From May 1997 to March 1999, Mr. Chapell was an investment advisor to Liquinvest Ltd.

In September 1996, Mr. Chappell left the banking Industry and set up C-View. C-View is regulated by the Securities and Futures Authority as an Investment Advisory Company.

Lauwerus R. van Eesteren

Mr. Eesteren, born in 1959, joined C-View in May 2001 and is a Director at C-View. Prior to joining  C-View, he was at Dresdner Kleinwort Wasserstein, London, where he ran Foreign Exchange Proprietary Trading from 1998 to 2001. Mr. Eesteren started his financial career at Salomon Brothers (formerly Philipp Brothers) in New York, and then became a Senior Proprietary Trader and Global Head of Currency Options at the Bank of America, London, New York and Tokyo. He then became an Executive Director and Senior Proprietary trader at the Union Bank of Switzerland, London and afterwards joined Nationsbank in Chicago and London as a Senior Proprietary Trader and Senior Vice President. Mr Van Eesteren holds a Masters Degree of International Management from ‘Thunderbird’, Graduate School of International Management and a Bachelor of Arts from the University of Pudget Sound, completing three years of studies at Nijenrode, the Netherlands School of Business.

Mark A. Clarke

Mr. Clarke, born in 1964, is a senior trader and about to become a Principal of C-View. Mr. Clarke has been actively trading foreign exchange for the past 16 years and began his trading career in 1986, specializing in spot

Balanced App. - 17

USD/JPY at Bank of America. Mr. Clarke was a high profile and extremely successful trader, being recruited by several top houses including UBS and First Chicago to both trade and build their foreign exchange business during the late 1980’s and 1990’s. Prior to joining C-View in 2002, Mr. Clarke worked at Credit Agricole Indosuez, or CAI, in London for 6 years where he was globally responsible for foreign exchange trading. Mr. Clarke was instrumental in shaping CAI’s e-commerce platform and sat on the board of FXall. Mr. Clarke graduated summa cum laude in 1986, with a B.Sc. (Hon) Business Economics from the University of Wales.

Quinn Joseph Hebert

Mr. Herbert, born in 1963, is a director at C-View. He was a corporate associate at the law firm of Jones, Walker, Waechter, Poitevent, Carrere and Denegre law firm in New Orleans, Louisiana from 1988 to 1993. He handled general corporate advices and various mergers and acquisitions transactions including initial public offerings, debt offerings and various financial restructuring transactions. Thereafter he joined Ceanic Corporation (formerly American Oilfield Divers, Inc.), or Ceanic, in Houston, Texas., as a V.P. and General Counsel from 1993 to 1998. While at Ceanic, he was a member of a four person Executive Committee responsible for the strategic direction of company. Ceanic was acquired by Stolt Comex Seaway S.A., or SCS, in August 1998. From November 1998 to the present, Mr. Hebert served as the President and CEO for SCS’s North Americas Region, where he handles the traditional duties of President/CEO and is responsible for profit and loss of USD$200 million plus annual revenues, 1,000 plus full time employees and USD$175 million of operating assets.

Mr. Herbert received his B.A., summa cum laude, from Louisiana State University in 1985 and a Juris Doctor from Boston College Law School in May 1988. While at Boston College Law School, he was the Executive Editor of the Boston College International and Comparative Law Review. Mr. Herbert is admitted to practice law in the State of Louisiana and is a member of American Bar Association and the American Corporate Counsel Association.

Jan Vos Tjeerd

Mr. Vos Tjeerd, born in 1956, is a general partner at C-View. Mr. Vos Tjeerd has been registered as a Principal of C-View since March 2003. Mr. Vos Tjeerd was a director at Credit Suisse First Boston from 1995 to 1998 where he set up and managed proprietary trading in New York and London. From 1998 to 2000 Mr. Vos Tjeerd was the vice president of proprietary trading at Commerzbank A.G. From 2000 to 2001, he was the director of proprietary trading at Barclay’s Capital in London. Prior to joining C-View, Mr. Vos Tjeerd was the CEO of wholesale hardware business responsible for finance and large client sales at Woodworker’s Tool and Supply in Houston.

Pinnacle Trust

Pinnacle Trust is a discretionary trust set up in March 1993 which is the beneficial owner of C-View. Pinnacle Trust has been registered as a Principal of C-View since January 2003.

Mr. Paul Chappell is primarily responsible for making trading decisions on behalf of C-View.

C-VIEW INVESTMENT STRATEGY AND TRADING PROGRAM

The C-View Currency Program (1x & 3x)’s approach is discretionary, based on a combination of fundamental analysis, technical analysis and market psychology. The intention is to capture profits from short to medium-term price trends while maintaining profitability in ranging markets.

The trading methods and strategies utilized by C-View are proprietary and confidential. As a result the following discussion is necessarily of a general nature and is not intended to be exhaustive. C-View reserves the right to alter any trading strategy or method without prior approval by or notice to its clients.

Balanced App. - 18

C-View aims to maximize returns through the active trading of foreign exchange in the interbank spot, forward and options markets. Profits are sought from fluctuations in exchange rates, and from the differentials in interest rates reflected in the value of currencies. The approach is discretionary, combining fundamental analysis, technical analysis and an understanding of market psychology. In addition, C-View accesses flow information from major dealing rooms to assist in determining market views.

C-View favors a portfolio approach that enables maximum profits to be generated within a disciplined, low-risk environment. This is accompanied by short term trading in the major currencies from both a portfolio  hedging and an opportunistic perspective. C-View will carefully analyze the relative values of a wide range of currencies and construct a portfolio of positions when risk/return ratios appear to be above average. The positions are based on the potential for currencies to appreciate or depreciate. This approach may be supplemented by the running of positions for yield; from time to time there are sizeable differences in interest rates between currencies, but subdued or beneficial exchange rate movements. These positions are taken on an outright basis using forwards and NDF’s (non deliverable forwards) of up to three months. On occasion, C-View will undertake longer dated forwards and options.

Currency options are used sparingly for two purposes. Vanilla options are used to prolong a strategy that has reached its cash objective or to provide protection for a potentially volatile position. Both vanilla and second generation options are used to express a view within a framework of limited risk. Strategies are employed that provide pre-determined maximum profit and loss values and are used so that no option strategy undertaken has an unlimited downside.

C-View supplements the portfolio strategy with shorter term, opportunistic trading of the major currencies. This is not only when currencies are fluctuating within a pre-determined trading range, but may also be when a particular short-term trend is identified. C-View may occasionally trade the minor currencies where range characteristics similar to the majors are identified, but this depends on the prevailing liquidity and spread of price.

Positions are usually exited when targets are achieved, the pre-set loss limit is reached, or the market behaves differently from expectations. C-View will sometimes take a contrarian approach, selling into extended rallies, buying in on sell-offs and taking advantage of opportunities when market information indicates overwhelming sentiment in a particular direction.

C-View will undertake exposure in any liquid, convertible currency and also those with spot convertibility and an NDF (non-deliverable forward) market. A series of modifiers are used to determine the maximum position taken in any one currency. The main modifiers applied in both spot and forward markets are those of liquidity, volatility and predictability. C-View will not, however, undertake all available positions at once or put on a sizeable exposure in the same day. The overall risk analysis for the total exposure is the ultimate constraint.

Irrespective of C-View’s overall opinion on a currency, positions are established or reduced primarily on a tactical basis.

There are obvious hedge currencies or relationships that are used alongside each currency. In addition, risk factors may be mitigated by having cross positions, some of which are predominantly for yield; this tends to lead to larger nominal positions. For example, a carry trade involving the holding of a currency against the components of its basket has different risk characteristics to USD/EUR, and may yield returns from the interest differential. In some instances the interest differential may be sufficiently large to offset the risk of anything but reasonably sizeable exchange rate movements, as for example in the case of the Hungarian Forint or the Polish Zloty.

Leverage is used to enhance total returns. The program allows a maximum leverage of 4 times the net assets, however, the actual amount of leverage will be dictated by the use of risk management technology detailed below. Typically, the program is leveraged less than this maximum.

Balanced App. - 19

C-View plans to continue the testing and reworking of its trading methodology and, therefore, retains the discretion to revise any method or strategy, including the technical or fundamental trading factors used, forex interests traded and/or the money management principles applied. Such revisions, unless deemed material, will not be made known to clients.

Risk Management Activities

In order to achieve the risk management process C-View maintains a comprehensive risk management facility in order to review daily the currency and currency option exposures which it holds. This facility utilizes what is becoming industry standard volatility analysis assessing value-at-risk, or VAR, or earnings-at-risk, or EAR. The delta values of currency options are incorporated into the process.

Currencies Traded

Major Currencies    Australia (AUD) Canada (CAN), Eur (EUR) Japan (JPY) Switzerland (CHF) United Kingdom (GBP)

Minor Currencies    Argentina (ARG) Brazil (BRA) China (CNY) Czech Rep (CZK) Denmark (DKR) Greece (GRD) Hong Kong (HKD) Hungary (HUF) India (INR) Indonesia (IDR) Mexican (MXP) New Zealand (NZD), Norway (NOK) Philippines (PHP) Poland (PLZ) Saudi Arabia (SAR) Singapore (SGD) South Africa (ZAR) South Korea (KRW) Sweden (SEK) Taiwan (TWD) Thailand (THB) Turkey (TRL)

Balanced App. - 20

PAST PERFORMANCE OF C-VIEW

The Capsule Performance Table which follows sets forth the actual past performance of all client accounts directed by C-View during the period covered by the table. PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

C-View Limited 3X Program

	YTD	2002	2001	2000	1999	1998
JANUARY	-2.44%	0.26%	2.70%	0.15%	0.78%	3.99%
FEBRUARY	0.20%	-1.93%	1.41%	0.96%	-0.15%	3.66%
MARCH	0.90%	1.29%	-0.57%	-1.02%	5.49%	-4.74%
APRIL	0.78%	0.89%	1.17%	0.18%	0.69%	2.31%
MAY	0.03%	2.33%	2.43%	1.02%	-0.54%	-0.60%
JUNE	-1.44%	1.32%	2.55%	-0.24%	5.40%	12.42%
JULY	0.44%	1.13%	2.36%	0.84%	0.96%	10.74%
AUGUST	0.68%	-0.18%	1.96%	1.38%	1.38%	-5.07%
SEPTEMBER	1.37%	0.44%	0.56%	0.99%	0.99%	10.71%
OCTOBER	0.065%	-0.09%	-1.99%	-2.34%	1.95%	4.86%
NOVEMBER		0.76%	1.24%	0.99%	0.51%	0.90%
DECEMBER		0.14%	0.98%	1.35%	3.09%	-1.47%
YEAR	0.52%	6.47%	15.72%	4.27%	22.35%	42.44%

Name of CTA:	C-View International Limited
Name of Trading Program:	C-View Limited 3X Program
Inception of Trading:	Oct. 1996
Inception of this Program:	Oct. 2000
Current Total Assets under Management as of October 31st 2003:	$132 milion
Current Total Assets in this Program as of October 31st 2003:	$106 million
Worst Monthly Draw-down:	-5.07% (Aug 2003)
Worst Peak-to-Valley Draw-down:	-5.07% (July 1998 to Aug 1998)
Number of Accounts Traded Pursuant to Program as of October 31st 2003:	2
Number Closed with Profit:	0
Number Closed with Loss:	1
Leverage Employed:	1.3 (average)

Rates of Return are calculated by dividing net performance for the period by beginning net asset value plus the time-weighted value additions and withdrawals for the period. The annual Rates of Return are shown on a compounded basis.

The Capsule Performance Table below was prepared based on notionally funded subset of accounts.

Draw-down means losses experienced by the account over a specified period.

Worst peak-to-valley draw-down means the greatest cumulative percentage decline in month-end net asset value due to losses sustained by the trading program during any period in which the initial month-end net asset value is not equaled or exceeded by a subsequent month-end net asset value.

Balanced App. - 21

PROGRAMS NOT UTILIZED

The following are programs of C-View that are not anticipated to be utilized by The Frontier Fund.

The following summary performance information presents the composite performance results of C-View Limited 1X Program for the period from January 1998 through October 2003.

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS

Name of Trading Advisor:	C-View International Limited
Name of Program:	C-View Limited 1X Program
Inception of client account trading by Trading Advisor:	Oct 1996
Inception of client account trading in program:	Oct 1996
Number of open accounts:	9
Aggregate assets (excluding “notional” equity) overall:	$55,000,000
Aggregate assets (including “notional” equity) overall:	$132 million
Aggregate assets in program:	$25,000,000
Worst monthly draw-down:	-1.84% (Aug 1998)
Worst peak-to-valley draw-down:	-1.84% (July 1998 to Aug 1998)
Number of profitable closed accounts:	8
Number of unprofitable closed accounts:	4
Leverage Employed:	1.3 (average)
2003 compound rate of return: (10 months):	-0.20%
2002 compound rate of return:	1.67%
2001 compound rate of return:	3.62%
2000 compound rate of return:	-0.15%
1999 compound rate of return:	5.39%
1998 compound rate of return:	11.11%

Draw-down means losses experienced by the account over a specified period.

Worst peak-to-valley draw-down means the greatest cumulative percentage decline in month-end net asset value due to losses sustained by the trading program during any period in which the initial month-end net asset value is not equaled or exceeded by a subsequent month-end net asset value.

Balanced App. - 22

The following summary performance information presents the composite performance results of C-View Limited 2X Program for the period from January 1998 through October 2003.

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS

Name of Trading Advisor:	C-View International Limited
Name of Program:	C-View Limited 2X Program
Inception of client account trading by Trading Advisor:	Oct 1996
Inception of client account trading in program:	Oct 2000
Number of open accounts:	0
Aggregate assets (excluding “notional” equity) overall:	$55,000,000
Aggregate assets (including “notional” equity) overall:	$132 million
Aggregate assets (excluding “notional” equity) in program:	n/a
Aggregate assets (including “notional” equity) in program:	n/a
Worst monthly draw-down:	-3.63% (August 1998)
Worst peak-to-valley draw-down:	-5.30% (Nov 2002 to June 2003)
Number of profitable closed accounts:	8
Number of unprofitable closed accounts:	4
Leverage Employed:	1.3 (average)
2003 compound rate of return: (10 months):	-2.76%
2002 compound rate of return:	2.06%
2001 compound rate of return:	4.32%
2000 compound rate of return:	-0.73%
1999 compound rate of return:	10.95%
1998 compound rate of return:	23.55%

Draw-down means losses experienced by the account over a specified period.

Worst peak-to-valley draw-down means the greatest cumulative percentage decline in month-end net asset value due to losses sustained by the trading program during any period in which the initial month-end net asset value is not equaled or exceeded by a subsequent month-end net asset value.

Balanced App. - 23

C-VIEW INTERNATIONAL MANAGED ACCOUNT

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS

Accounts	A	B	C	D	E	F	G	H	I	J	K	L	M
	%	%	%	%	%	%	%	%	%	%	%	%	%
October 1999
November 1999					-0.07	-0.13
December 1999					0.91	0.53
January 2000					0.86	0.68
February 2000					0.56	0.40
March 2000					-0.31	0.03
April 2000					-0.39	0.13
May 2000				0.09	-0.67	0.12
June 2000				-0.23	-1.00	-0.05
July 2000			-0.05	0.18	-1.05	-0.12
August 2000			0.29	0.28	-1.01
September 2000			0.30	0.39	-0.80
October 2000	-0.21	-0.19	-1.22	-0.68	-1.72
November 2000	0.11	0.05	0.24	0.24	-1.46
December 2000	0.07	0.21	0.03	0.13
January 2001	0.18	0.64	0.52	0.43
February 2001	0.08	0.30	0.34	0.24
March 2001	-0.04	-0.38	-0.52	-0.59
April 2001	0.11	0.60	0.33	0.29
May 2001	0.29	0.98	1.20	0.08
June 2001	0.68	0.52	0.14	0.36
July 2001	0.66	0.25	0.11	0.29
August 2001	0.59	0.70	-0.73	0.32
September 2001	0.0.8	0.16	-0.07	-0.22
October 2001	-0.14	-0.58	0.10	-0.91
November 2001	0.17	0.64	-0.29	0.05
December 2001	0.34	1.08	-0.10	0.02
January 2002	0.12	0.68	-0.09	0.03			0.09	0.07	0.09		0.04
February 2002	-0.56	-0.50		0.12			0.74	0.28	0.23		0.05
March 2002	0.33	0.34		0.08			0.01	0.25	0.08		0.24
April 2002	0.09	0.14		0.07			0.06	0.10	0.10		0.14
May 2002	0.43	0.73		0.67			0.62	0.62	0.72		0.74
June 2002	0.15	0.55		0.31			0.60	0.34	0.32	0.44	0.44
July 2002	0.14	0.54		0.32			0.27	0.17	0.22	0.32	0.30
August 2002	0.09	0.39		0.03				-0.07	-0.08	0.04	0.01
September 2002	-0.08	-0.10		0.19				0.20	0.14	0.21	0.18
October 2002		0.29		-0.03				-0.03	-0.04	0.03	-0.05
November 2002		-0.03		0.13				0.21	0.19	0.13	0.18

Balanced App. - 24

Accounts	A	B	C	D	E	F	G	H	I	J	K	L	M
	%	%	%	%	%	%	%	%	%	%	%	%	%
December 2002		0.15		0.07				0.025	0.027		0.14	0.35	0.14
January 2003		-0.74		-0.44				-0.47	-0.75		-0.8	-1.51	-0.57
February 2003		-0.36		-0.44				-.041	-0.15		-0.37	-0.28	-0.31
March 2003		0.03		0.14				0.29	0.06		-0.09	0.69	0.31
April 2003		0.53		0.58				0.18	0.3		0.54		0.14
May 2003		-0.1		0.04				0.24	-0.12		-0.16		0.35
June 2003		-0.55		-0.43				-0.55	-0.53		-0.06		-0.59
July 2003		0.26		0.002				0.14	0.16				0.15
August 2003				0.2				0.28	0.23				0.3
September 2003				0.28				0.44	0.43				1.66
October 2003				-0.16				0.08	0.10				-0.05
Return 1999	0	0	0	0	0.84	0.40	0	0	0	0	0
Return 2000	0.03	0.07	-0.41	0.40	-6.99	1.19	0	0	0	0	0
Return 2001	2.92	4.91	1.03	0.36	0	0	0	0	0	0	0
Return 2002	0.71	3.72	-0.09	2.31	0	0	2.39	2.165	1.997	1.17	2.41	0.35	0.14
Return 2003		-0.93		-0.20				0.59	-0.28		-0.94	-1.1	1.38

Name of CTA:	C-View International Limited
Name of Trading Program:	C-View International Limited Program
Inception of Trading:	Oct. 1996
Inception of this Program:	Nov. 1999
Current Total Assets under Management as of October 31st 2003:	$132 million
Current Total Assets in this Program as of October 31st 2003:	$120 million
Worst Monthly Draw-down:	-1.72% (Oct 2000)
Worst Peak-to-Valley Draw-down:	-8.41% (Mar 2000 to Nov 2000)
Number of Accounts Traded Pursuant to Program as of October 31st 2003:	4
Number Closed with Profit:	4
Number Closed with Loss:	4
Leverage Employed:	1.3 (average)

Draw-down means losses experienced by the account over a specified period.

Worst peak-to-valley draw-down means the greatest cumulative percentage decline in month-end net asset value due to losses sustained by the trading program during any period in which the initial month-end net asset value is not equaled or exceeded by a subsequent month-end net asset value.

Balanced App. - 25

CORNERSTONE

Background of Cornerstone

Cornerstone engages in the management of commodity and currency trading accounts for Balanced Series Units. Cornerstone was incorporated in April 1995 in the State of New York and its main business office is located at 405 Lexington Avenue, 39th Floor, New York, New York 10174. Cornerstone has been registered under the CE Act as a commodity trading advisor since February 6, 1996 and as a commodity pool operator since September 29, 1997. Cornerstone is also a member of the NFA and has been a member since February 6, 1996. Such registrations and membership do not imply that the CFTC or the NFA have endorsed Cornerstone’s qualifications to provide the advisory services described herein.

Principals of Cornerstone

John Eckstein

Mr. Eckstein is the President of Cornerstone. Mr. Eckstein has been registered as a principal and Associated Person of Cornerstone since February 1996. Prior to founding Cornerstone as a principal with Mr. Dunsby in 1995, Mr. Eckstein, born in 1967, worked for Luck Trading Company, Inc., or Luck Trading, with Mr. Henry Luk, as a programmer, researcher and trader from 1991 until 1995. Luck Trading was a registered commodity trading advisor through June 1994, at which time it withdrew from membership and traded proprietary capital and pursued securities market research. At Luck Trading, Mr. Eckstein developed both the back-office systems used at Luck Trading and the system used to manage and monitor the various technical trading systems employed at Luck Trading. In addition, Mr. Eckstein was the primary co-researcher, with Mr. Luk, of numerous technical trading systems. In addition to Luck Trading, Mr. Eckstein worked variously in 1991 and 1992 as a consultant providing research and operational advice for J. F. Eckstein & Co., Inc., a securities trading firm, and in 1992 and 1993 for Crescent Investment Management, Inc., a registered investment adviser. Mr. Eckstein received a Bachelor of Science degree in Cognitive Science from Brown University in 1990. Mr. Eckstein has been continuously and solely employed by Cornerstone since 1995.

Adam Dunsby

Mr. Dunsby is the Vice President of Cornerstone. Mr. Dunsby has been registered as a principal and Associated Person of Cornerstone since February 1996. Mr. Dunsby, born in 1967, founded Cornerstone as a principal with Mr. Eckstein in 1995. Mr. Dunsby graduated summa cum laude from the Wharton School of the University of Pennsylvania in 1990 with a B.S. in Economics. He earned his Ph.D. in Finance from Wharton in 1995. Mr. Dunsby has been continuously and solely employed by Cornerstone since 1995.

Both Mr. Dunsby and Mr. Eckstein are responsible for making trading decisions on behalf of Cornerstone.

Cornerstone will conduct its trading for its allocation from the Balanced Series Units through a Trading Company pursuant to Cornerstone’s International Value Program.

CORNERSTONE INVESTMENT STRATEGY

The trading decisions of Cornerstone are based on a systematic analysis of the fixed income, Currency and commodity markets. Commodity and currency traders basically rely on one of two types of analysis—“technical” or “fundamental”—for their trading decisions. Technical analysis is based on the theory that a study of the markets themselves will provide a means of anticipating the external factors that affect the supply and demand of a particular commodity in order to predict future prices. On the other hand, fundamental analysis relies on a study of those external factors. Cornerstone uses both a systematic analysis of fundamental factors and technical analysis to make trading decisions.

Balanced App. - 26

CORNERSTONE’S INTERNATIONAL VALUE PROGRAM

Cornerstone’s International Value Program is a combination of different strategies. Methods employed include a model-based approach to spread trading, asset allocation models, and technical analysis. The positions on any given day depend on Cornerstone’s analysis of expected profit and volatility coupled with the historical relationship between the underlying assets.

In spread trading, Cornerstone uses a proprietary model to make judgments about the relative value of different sectors of yield curves or forward curves. Areas of a curve that are under-valued according to the model are bought and exposure is hedged against areas that are overvalued. Not all markets followed will have a position at all times and the weight given to any one position will vary depending on many factors including the expected profit of the trade, exposure in correlated markets and Cornerstone’s fundamental analysis, among other factors.

The second component of the International Value program is Cornerstone’s proprietary asset allocation models. These are econometric models which use a variety of market based and fundamental data to forecast excess returns of members of an asset class, for example government bond futures. A portfolio of long and short positions is then formed which maximizes return for a predetermined amount of risk. The total amount of long or short exposure will change over time depending on Cornerstone’s analysis of various factors including but not limited to the expected profit of each security, the expected volatility of each security, and Cornerstone’s fundamental analysis.

Cornerstone also uses technical analysis. These technical systems are designed to capture the broad movements of markets and use diversification of sectors and instruments to minimize the variance of returns. Positions are established and exited based on Cornerstone’s analysis of price fluctuations, with information about the shape of the forward curve taken into account. It covers most actively traded interest rate futures contracts as well as many non-financial commodities.

Cornerstone’s International Value Program currently trades in the following markets: CBOT, CME, EUREX, IMM, LME, LIFFE, ME, NYMEX, SFE, SIMEX, TIFFE, TSE and may expand to include trading in other markets.

Instruments Traded

Cornerstone expects to trade only exchange traded futures, but may also trade foreign exchange forwards. In the past this program has had roughly 65% of its exposure in interest rate futures, 33% in currency futures and 2% in commodities. Exact exposures can vary substantially over time. Exposure is expected to be limited to the following countries/currency areas: US, Canada, Mexico, Japan, Australia New Zealand, Euro Zone, UK, Norway, Sweden and Switzerland.

Balanced App. - 27

PAST PERFORMANCE OF CORNERSTONE

The Capsule Performance Table which follows sets forth the actual past performance of all client accounts directed by Cornerstone during the period covered by the table. PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS

International Value Program

Month	2003		2002		2001		2000		1999		1998
January	3.08	%	0.14	%	-1.47	%	2.22	%	2.59	%	6.73	%
February	6.18	%	1.74	%	1.08	%	0.03	%	2.89	%	1.18	%
March	-8.16	%	-1.11	%	0.73	%	-5.45	%	2.98	%	-1.81	%
April	-0.43	%	9.06	%	-0.29	%	-0.70	%	2.00	%	-0.48	%
May	11.82	%	4.38	%	-2.11	%	5.84	%	3.99	%	4.33	%
June	-0.20	%	12.22	%	-0.84	%	-0.95	%	5.10	%	1.20	%
July	0.35	%	11.92	%	10.36	%	-1.83	%	-5.29	%	-0.19	%
August	1.00	%	4.72	%	5.33	%	0.66	%	-1.39	%	-0.84	%
September	3.48	%	6.58	%	6.73	%	-2.50	%	2.88	%	1.72	%
October	-4.86	%	-3.36	%	10.95	%	-0.94	%	-5.98	%	-1.50	%
November			0.30	%	-6.32	%	-1.97	%	-2.29	%	-0.08	%
December			7.47	%	-5.05	%	2.05	%	3.02	%	-1.11	%
Year	11.46	%	67.48	%	18.88	%	-3.91	%	10.19	%	9.17	%

Name of Trading Advisor:	Cornerstone Trading Company, Inc
Name of Program:	International Value Program
Inception of client account trading by Trading Advisor:	June 1995
Inception of client account trading in program:	April 1997
Number of open accounts:	19
Aggregate assets (excluding “notional” equity) overall:	$145,095,403
Aggregate assets (including “notional” equity) overall:	$212,917,080
Aggregate assets (excluding “notional” equity) in program:	$64,420,934
Aggregate assets (including “notional” equity) in program: Worst monthly draw-down:	$81,872,830 -9.14% (March 2003)
Worst peak-to-valley draw-down:	-15.15% (June 1999 - June 2001)
Number of profitable closed accounts:	14
Number of unprofitable closed accounts:	18
Leverage Employed:	approximately 17% (Margin/equity ratio)

Monthly Rate of Return is calculated by dividing the sum of the net performance for the fully-funded accounts by the sum of the monthly beginning net asset value of the fully-funded accounts plus time-weighted additions and time-weighted withdrawals; except, however, for periods where there are no fully-funded accounts, the rates of return reported are based upon a computation which uses the nominal values of all the accounts included in the composite table.

Draw-down means losses experienced by the account over a specified period.

Worst peak-to-valley draw-down means the greatest cumulative percentage decline in month-end net asset value due to losses sustained by the trading program during any period in which the initial month-end net asset value is not equaled or exceeded by a subsequent month-end net asset value.

Balanced App. - 28

PROGRAMS NOT UTILIZED

The following are programs of Cornerstone that are not anticipated to be utilized by The Frontier Fund.

The following summary performance information presents the composite performance results of the Computerized Trading Program for the period from January 1998 through October 2003.

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS

Name of Trading Advisor:	Cornerstone Trading Company, Inc
Name of Program:	Computerized Trading Program
Inception of client account trading by Trading Advisor:	June 1995
Inception of client account trading in program:	June 1995
Number of open accounts:	4
Aggregate assets (excluding “notional” equity) overall:	$145,095,403
Aggregate assets (including “notional” equity) overall:	$212,917,080
Aggregate assets (excluding “notional” equity) in program:	$55,974,180
Aggregate assets (including “notional” equity) in program:	$66,102,970
Worst monthly draw-down:	-4.62% (October 2002)
Worst peak-to-valley draw-down:	-13.70% (Feb 1999 - April 2000)
Number of profitable closed accounts:	3
Number of unprofitable closed accounts:	2
Leverage Employed:	Approximately 12% (Margin/Equity Ratio)
2003 compound rate of return (10 months):	7.04%
2002 compound rate of return:	3.31%
2001 compound rate of return:	10.54%
2000 compound rate of return:	7.02%
1999 compound rate of return:	-4.36%
1998 compound rate of return:	32.62%

The returns for the Computerized Trading Program do not include interest.

Annual Rates of Return represents the compounded monthly rates of return. The monthly rates represents the net performance divided by the beginning net assets adjusted by the time-weighted value of additions or withdrawals.

Draw-down means losses experienced by the account over a specified period.

Worst peak-to-valley draw-down means the greatest cumulative percentage decline in month-end net asset value due to losses sustained by the trading program during any period in which the initial month-end net asset value is not equaled or exceeded by a subsequent month-end net asset value.

Balanced App. - 29

The following summary performance information presents the composite performance results of the CTC Fund, L.P. Program for the period from January 1998 through October 2003.

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS

Name of Trading Advisor:	Cornerstone Trading Company, Inc
Name of Program:	CTC Fund, L.P.
Inception of client account trading by Trading Advisor:	June 1995
Inception of client account trading in program:	April 1998
Number of open accounts:	1
Aggregate assets (excluding “notional” equity) overall:	$145,095,403
Aggregate assets (including “notional” equity) overall:	$212,917,080
Aggregate assets (excluding “notional” equity) in program:	$8,753,037
Aggregate assets (including “notional” equity) in program:	$8,753,037
Worst monthly draw-down:	-5.73% (October 2002)
Worst peak-to-valley draw-down:	-9.62% (July 1999 - April 2000)
Number of profitable closed accounts:	0
Number of unprofitable closed accounts:	0
Leverage Employed:	Approximately 15% (Margin/Equity Ratio)
2003 compound rate of return (10 months):	11.92%
2002 compound rate of return:	41.13%
2001 compound rate of return:	23.54%
2000 compound rate of return:	9.13%
1999 compound rate of return:	8.76%
1998 compound rate of return:	13.35%

As of July 31, 2003, the CTC Fund, L.P. has 3,164.175 units outstanding of which the General Partner, its principals, and their family members are the beneficial owners of 1,692.627. Therefore, under CFTC rules, the CTC Fund, L.P. would be classified as a “proprietary account” of the Advisor.

Annual Rates of Return represents the compounded monthly rates of return. The monthly rates represents the net performance divided by the beginning net assets adjusted by the time-weighted value of additions or withdrawals.

Draw-down means losses experienced by the account over a specified period.

Worst peak-to-valley draw-down means the greatest cumulative percentage decline in month-end net asset value due to losses sustained by the trading program during any period in which the initial month-end net asset value is not equaled or exceeded by a subsequent month-end net asset value.

Balanced App. - 30

The following summary performance information presents the composite performance results of the International Value/Computerized Trading Blended Strategy Program for the period from January 1998 through October 2003.

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS

Name of Trading Advisor:	Cornerstone Trading Company, Inc
Name of Program:	International Value / Computerized Trading Blended Strategy
Inception of client account trading by Trading Advisor:	June 1995
Inception of client account trading in program:	September 2002
Number of open accounts:	1
Aggregate assets (excluding “notional” equity) overall:	$145,095,403
Aggregate assets (including “notional” equity) overall:	$212,917,080
Aggregate assets (excluding “notional” equity) in program:	$15,947,253
Aggregate assets (including “notional” equity) in program:	$15,947,253
Worst monthly draw-down:	-5.67% (October 2002)
Worst peak-to-valley draw-down:	-7.89% (October– Nov 2002)
Number of profitable closed accounts:	0
Number of unprofitable closed accounts:	0
Leverage Employed:	Approximately 15% (Margin/Equity Ratio)
2003 compound rate of return (10 months):	13.67%
2002 compound rate of return:	2.35%
2001 compound rate of return:	N/A
2000 compound rate of return:	N/A
1999 compound rate of return:	N/A
1998 compound rate of return:	N/A

Annual Rates of Return represents the compounded monthly rates of return. The monthly rates represents the net performance divided by the beginning net assets adjusted by the time-weighted value of additions or withdrawals.

Draw-down means losses experienced by the account over a specified period.

Worst peak-to-valley draw-down means the greatest cumulative percentage decline in month-end net asset value due to losses sustained by the trading program during any period in which the initial month-end net asset value is not equaled or exceeded by a subsequent month-end net asset value.

Balanced App. - 31

The following summary performance information presents the composite performance results of the International Value (High Leverage) Program for the period from January 1998 through October 2003.

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS

— This Program is Closed —

Name of Trading Advisor:	Cornerstone Trading Company, Inc
Name of Program:	International Value (High Leverage) Program
Inception of client account trading by Trading Advisor:	June 1995
Inception of client account trading in program:	April 2002
Number of open accounts	1
Aggregate assets (excluding “notional” equity) overall:	$145,095,403
Aggregate assets (including “notional” equity) overall:	$212,917,080
Aggregate assets (excluding “notional” equity) in program:	$0
Aggregate assets (including “notional” equity) in program:	$40,240,991
Worst monthly draw-down:	-5.23% (October 2002)
Worst peak-to-valley draw-down:	-5.23% (October 2002)
Number of profitable closed accounts:	1
Number of unprofitable closed accounts:	0
Leverage Employed:	Approximately 35% (Margin/Equity Ratio)
2003 compound rate of return: (10 months)	13.99%
2002 compound rate of return:	175.15%
2001 compound rate of return:	N/A
2000 compound rate of return:	N/A
1999 compound rate of return:	N/A
1998 compound rate of return:	N/A

The returns for the International Value (High Leverage) Program do not include interest.

Annual Rates of Return represents the compounded monthly rates of return. The monthly rates represents the net performance divided by the beginning net assets adjusted by the time-weighted value of additions or withdrawals.

Balanced App. - 32

The following summary performance information presents the composite performance results of the Global Program for the period from January 1998 through October 2003.

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS

— This Program is Closed —

Name of Trading Advisor:	Cornerstone Trading Company, Inc
Name of Program:	Global Program
Inception of client account trading by Trading Advisor:	June 1995
Inception of client account trading in program:	June 1996
Number of open accounts:	0
Aggregate assets (excluding “notional” equity) overall:	$145,095,403
Aggregate assets (including “notional” equity) overall:	$212,917,080
Aggregate assets (excluding “notional” equity) in program:	$0
Aggregate assets (including “notional” equity) in program:	$0
Worst monthly draw-down:	-6.48% (August 1999)
Worst peak-to-valley draw-down:	-20.34% (Feb 1999 - April 2000)
Number of profitable closed accounts:	5
Number of unprofitable closed accounts:	0
Leverage Employed:	Approximately 12% (Margin/Equity Ratio)
2003 compound rate of return:	N/A
2002 compound rate of return:	N/A
2001 compound rate of return:	0.34%
2000 compound rate of return:	12.73%
1999 compound rate of return:	-4.16%
1998 compound rate of return:	53.52%

The returns for the Global Program do not include interest.

Annual Rates of Return represents the compounded monthly rates of return. The monthly rates represents the net performance divided by the beginning net assets adjusted by the time-weighted value of additions or withdrawals.

Draw-down means losses experienced by the account over a specified period.

Worst peak-to-valley draw-down means the greatest cumulative percentage decline in month-end net asset value due to losses sustained by the trading program during any period in which the initial month-end net asset value is not equaled or exceeded by a subsequent month-end net asset value.

Balanced App. - 33

The following summary performance information presents the composite performance results of the Computerized Trading with Discretionary Overlay Program for the period from January 1998 through October 2003.

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS

— This Program is Closed —

Name of Trading Advisor:	Cornerstone Trading Company, Inc
Name of Program:	Computerized Trading with Discretionary Overlay
Inception of client account trading by Trading Advisor:	June 1995
Inception of client account trading in program:	June 1995
Number of open accounts:	0
Aggregate assets (excluding “notional” equity) overall:	$145,095,403
Aggregate assets (including “notional” equity) overall:	$212,917,080
Aggregate assets (excluding “notional” equity) in program:	$0
Aggregate assets (including “notional” equity) in program:	$0
Worst monthly draw-down:	-19.12% (February 1996)
Worst peak-to-valley draw-down:	-19.12% (Jan 1996 - Feb 1996)
Number of profitable closed accounts:	1
Number of unprofitable closed accounts:	0
Leverage Employed:	Approximately 12% (Margin/Equity Ratio)
2003 compound rate of return:	N/A
2002 compound rate of return:	N/A
2001 compound rate of return:	N/A
2000 compound rate of return:	1.77%
1999 compound rate of return:	3.21%
1998 compound rate of return:	61.20%

The returns for the Computerized Trading with Discretionary Overlay do not include interest.

Annual Rates of Return represents the compounded monthly rates of return. The monthly rates represents the net performance divided by the beginning net assets adjusted by the time-weighted value of additions or withdrawals.

Draw-down means losses experienced by the account over a specified period.

Worst peak-to-valley draw-down means the greatest cumulative percentage decline in month-end net asset value due to losses sustained by the trading program during any period in which the initial month-end net asset value is not equaled or exceeded by a subsequent month-end net asset value.

Balanced App. - 34

Dunn

Background of Dunn

Dunn was organized in September 1974 and began managing commodity accounts in October 1974. Its main business is the management of commodity trading portfolios. It serves as general partner and trading advisor for several limited partnership commodity funds and as trading advisor for other commodity funds and for private accounts.

Dunn was incorporated in September 1974, in the State of Delaware. Its main business office is located at River One Office Plaza, Suite 208, 309 SE. Osceola Street, Stuart, Florida 34994, and it has been registered under the CE Act as a commodity pool operator and commodity trading advisor since February 6, 1976 and is a member of the NFA. Such registration and membership do not imply that the CFTC and the NFA have endorsed Dunn’s qualifications to provide the advisory services described herein.

Principals of Dunn

William A. Dunn, Ph.D.

Dr. Dunn was born in 1934 and is the Chairman and Treasurer of Dunn and the grantor of a trust that owns 100% of the stock of Dunn. Since 1971, Dr. Dunn has been engaged in the research and development of the portfolio management systems used by Dunn. Since December 1974, he has been engaged on a full-time basis in the management of commodity portfolios and as the Chief Executive Officer of Dunn. In 1965 and 1966, he held research and faculty positions with the University of California and Pomona College. From 1967 until November 1974, he was employed by several contract research organizations in the Washington, D.C. area where he conducted operations research and systems analysis studies for the Navy, Marine Corps, Coast Guard and Department of Defense. Dr. Dunn was an Associated Person, or AP, with the Liberty Funds Group from December 1986 until June 1990 and with William L. Crowley & Associates Inc. from May 1987 until October 1990. Dr. Dunn was a principal of Professional Futures Group, Inc., or PFG, he was an introducing broker, from March 1990 to May 1999. In September 1995, he became President of the newly formed Commodity Trading Advisor, Martin Money Management, Inc., or MMM. From November 1995 until August 1997, Dr. Dunn was the President of Orion Futures, Inc., or OFI, a Commodity Pool Operator and Commodity Trading Advisor. Dr. Dunn received a Bachelor of Science in Engineering Physics degree from the University of Kansas in 1960 and a Doctor of Philosophy in Theoretical Physics degree from Northwestern University in 1966.

Pierre M. Tullier

Mr. Tullier was born in 1945 and has been the President of Dunn since September 1996. As President, Mr. Tullier oversees Dunn’s trading operations and computer systems and is actively engaged in Dunn’s systems research programs. Mr. Tullier became the general manager of Dunn in September 1979 and was promoted to Vice President in June 1982. From 1971 until joining Dunn, Mr. Tullier was employed by contract research firms in the Washington, D.C. area, ORI, Inc. and ARINC Research Corporation, respectively, where he participated in operations research and systems analysis studies for the Navy and Coast Guard. Mr. Tullier was the Senior Vice President of MMM from August 1997 to January 2001. Mr. Tullier received a Bachelor of Science in Mathematics degree from Georgetown University in 1967 and a Master of Science in Operations Research degree from George Washington University in 1970.

Daniel E. Dunn, Ph.D., M.D.

Dr. Dunn was born in 1961 and has been the Executive Vice President of Dunn since January 2001. Dr. Dunn first joined Dunn as a programmer/analyst in 1975. In 1982, he earned a Bachelor of Arts in Biological Sciences degree from the University of Virginia, Phi Beta Kappa; in 1988 he earned a Ph.D. in Immunology from the University of Chicago and, in 1990, an M.D. degree from the same institution. He subsequently trained,

Balanced App. - 35

taught, and conducted post-doctoral research at Stanford University, the National Institutes of Health, and Johns Hopkins University; most recently, he was made an Assistant Professor at the University of Utah. He has published over 20 articles and chapters in peer-reviewed journals and textbooks. In March 1999, he rejoined Dunn as a Senior Associate and also assumed the position of Vice President with MMM. In November 1999, Dr. Dunn was promoted to Vice President of Dunn.

David P. Pere

Mr. Pere was born in 1963 and joined Dunn as an Assistant Office Manager in July 1988. Mr. Pere was promoted to Office Manager in October 1990, to Research Associate in April 1994, to Vice President, Research and Operations in August 1997 and to Senior Vice President in June of 1998. Mr. Pere earned a Bachelor of Science in Economics and Biology degrees from Creighton University in 1985. From 1985 through 1986, he was employed by CEF, Inc., a COMEX floor brokerage firm. Immediately prior to joining Dunn he was employed by Morgan Stanley, Incorporated. From May 1987 through June 1988, Mr. Pere was the Vice President, Research and Operations of MMM from August 1997 to January 2001.

Douglas W. Wright

Mr. Wright was born in 1958 and joined Dunn as Assistant to the President in November 1990. He was promoted to a Research Associate in April 1994 and to Vice President, Research and Operations in August 1997. From 1981 through December 1985 he worked for Merrill Lynch Futures. From January 1986 to November 1990 he was employed by Beddows Commodities, Incorporated. Mr. Wright was the Vice President, Research and Operations of MMM from August 1997 to January 2001. Mr. Wright received a Bachelor of Science in Economics and Management degree from Franklin Pierce College in 1980.

Martin H. Bergin

Mr. Bergin was born in 1960, he joined Dunn in September 1997 as Accounting Systems Manager and was promoted to Vice President & Chief Financial Officer in March 2001. Mr. Bergin became an AP of Dunn in January 2002 and the Assistant Secretary of MMM in February 2002. He became a Certified Public Accountant in 1988. From 1987 to 1989, he was employed by Sullivan and Company, Ltd. Mr. Bergin left his position as a partner with Homes Lowry Horn & Johnson, Ltd. with whom he had been employed since 1989, immediately prior to joining Dunn. Mr. Bergin earned a Bachelor of Science in Business Administration degree from George Mason University in 1987.

J. Allen Como

Mr. Como was born in 1954, he joined Dunn in September 1983 and served as the Office Manager until October 1990 when he became Vice President of OFI, a position he held until OFI let its NFA membership lapse in August 1997. Mr. Como was appointed Dunn’s Compliance Chief, in October of 1995, and was promoted to Vice President, Administration in August 1997. Between 1977 and 1982, Mr. Como served on the audit staff of Alexander Grant & Co., CPAs and as the Accounting Manager of Bergen Brunswig Drug Co. Prior to joining Dunn, Mr. Como was on the audit staff of the NFA in Chicago from 1982 to 1983. Mr. Como was Vice President of MMM from September 1995 to January 2001. Mr. Como earned a Bachelor of Science in Business Administration degree from the University of Southern California in 1977.

Ralph L. Bonsignore

Mr. Bonsignore was born in 1945 and joined Dunn as an Assistant Futures Trader in January 1993. He was promoted to Chief Trader and Office Manager in April 1994 and to Vice President, Trading Operations in August 1997. He was employed by Hornblower, Weeks-Hemphill & Noyes from 1963 to 1978, and by Balfour Maclaine, Inc. from 1978 through 1980. From 1980 to 1984 Mr. Bonsignore worked for Comcorp Services, N.V. and from

Balanced App. - 36

1984 through September 1988 for Beddows Commodities, Inc. Prior to joining Dunn he was employed by Pinnacle Trading Company, Inc. from October 1988, through October 1992. Mr. Bonsignore was Vice President, Trading Operations of MMM from August 1997 to January 2001. Mr. Bonsignore received a Bachelor of Science in Economics degree from City University of New York, College of Staten Island in 1984.

Carlos G. Alvarez

Mr. Alvarez was born in 1959, he joined Dunn as a Senior Trader in January 1998 and was promoted to Vice President in December 2002. Mr. Alvarez received a Bachelor of Arts in Economics degree from the University of Colorado in 1982. He was employed by V. I. P. Brokerage from 1982 to 1984, by E. A. Karay Co. from 1984 to 1985 and by Shearson Lehman Brothers from 1985 to 1991. In addition Mr. Alvarez was employed by LP Publishing Co. from May 1982 through December 1984. Mr. Alvarez was employed by Moore Capital Management from February 1991 to March 1992 as an operations specialist then as a futures trader. Mr. Alvarez was employed by Investment Management Services Inc. from March 1992 to May 1993. Bear Stearns Inc. employed Mr. Alvarez from 1993 to 1996 where he traded futures and foreign exchange. Immediately prior to joining Dunn, Mr. Alvarez was employed as a Senior Associate in the Treasury Dept. of Mitsui Trust and Banking Co.

James M. Cypher

Mr. Cypher, born in 1955, began working for Dunn as a consultant in March 1999 and became Dunn’s Director of Sales and Marketing in June 1999. In addition to being self-employed as a researcher and trader for seven years, he most recently served, from 1993 to 1996, as President of Sjo, Inc., a trading firm with $300 MM under management. In 1983 Mr. Cypher set-up and managed Union Planters Futures Corporation, one of the first bank-owned FCM’s. As the firm’s President, he was responsible for raising and actively managing approximately one billion dollars of institutional assets invested in both the fixed-income securities and futures options markets. He also was President of his own consulting firm, Princeton Financial Management, Inc., in 1982 and Consultant for Powers Research, Inc. in 1981. Both firms specialized in designing computer-based models for the banking and investment banking industries. Mr. Cypher earned an MBA in Finance from The Wharton School in 1981, and a Bachelor of Arts degree from Stanford University, Honors in Economics, Phi Beta Kappa, in 1977.

Michael Villalba

Michael Villalba, Ph.D. joined Dunn as Senior Scientist in February 2003. He holds a B.S. degree in Aeronautical Engineering from Rensselear Polytechnic Institute, and the M.S. and Ph.D. degrees in Aeronautics and Astronautics from the Massachusetts Institute of Technology. As an undergraduate he performed aerodynamics research at NASA. At MIT he was awarded the Charles Stark Draper Fellowship, and developed high-resolution spectrum estimation algorithms for analyzing the dynamics of the Space Shuttle arm and other larger orbital structures. Upon completion of his Master’s degree he performed recognition and classification research at the MIT Artificial Intelligence Laboratory, resulting in his 1990 Ph.D. thesis on fact visual object recognition. He continued developing fast and robust recognition systems for military applications at Texas Instruments from 1990 to 1993. In 1993 he became interested in finance and joined Ascent Technology in Cambridge, MA, where he designed and implemented trading systems for futures and options. In 1997 he joined D.E. Shaw & Co. where he continued to design trading systems. From 1999 to 2003 he provided consulting services and developed proprietary technology for hedge funds and other financial concerns.

Mr. David P. Pere, Mr. Carlos G. Alvarez and Mr. Ralph L. Bonsignore are the Senior Traders responsible for overseeing the execution of Dunn’s computer-generated signals.

Dunn will conduct its trading for the Balanced Series Units and its allocations from the Dunn Series Units through a Trading Company. Dunn will manage its allocation from the Balanced Series pursuant to Dunn’s Combined Financial, or DCF program, which is a 50-50 combination of its World Monetary Asset, or WMA program and its Targets of Opportunity, or TOPS program, rebalanced monthly.

Balanced App. - 37

DUNN TRADING PROGRAM AND INVESTMENT STRATEGY

The WMA program was first implemented in 1984 and has been modified from time to time as research indicated improvements. WMA’s basic strategy, described below, has never changed. Dunn developed the TOPS program in 1989, as a new approach to trading in the futures markets. TOPS basic trading strategy, described below, has also remained the same. The DCF program was formally implemented in 1999 in order to offer a combined WMA and TOPS program while maintaining Dunn’s standard risk profile.

The basic trading strategy of Dunn’s WMA program is to hold continuous positions (either long or short) with the major price trend of each future in the portfolio. This approach is designed to capture a substantial fraction of the total profit potential from important changes in a future’s price. The WMA program seeks to predict neither when the next important move will occur nor when a particular future or group of futures will enter a choppy and unprofitable trading phase. The program therefore attempts to maintain a balanced and diversified risk posture for each account. This approach is expected to contain the inevitable series of small losses and whipsaws within tolerable limits and leave the accounts in a position to benefit from major price trends whenever they develop. In general terms, WMA is a technical, long-term, major trend following, reversal program. All decisions necessary to implement the WMA strategy are derived from proprietary computer programs designed by Dunn. These programs seek to identify the major trends and turning points for each future and to determine the changes required to maintain a balanced and diversified risk posture for each managed portfolio.

The basic trading strategy underlying the TOPS program is to constantly monitor dynamic market parameters and to selectively buy or sell futures whenever trading opportunities are indicated. A trading opportunity in a future is signaled when its price reaches a significant level determined by TOPS. Dunn believes that these significant levels indicate that unusual market movement (either up or down) is likely to occur. Therefore, the market is entered, either long or short, and the position is held until a liquidation level is reached. The liquidation level is determined by market parameters and may be either a profit taking or a stop-loss point. Each future in the TOPS portfolio is expected to be out of the market often, awaiting the identification of potential new opportunities. TOPS is a technical, medium-term, opportunistic, trend-following program. The decisions that implement the TOPS strategy are derived from proprietary computer programs designed by Dunn. These programs perform the calculations necessary to identify price levels that Dunn considers significant in the context of a dynamic market environment. These price levels identify potentially favorable buying and selling opportunities for each future in the portfolio. The number of contracts bought or sold is based on the current value of the account and the risk associated with each future.

The basic trading strategy of Dunn’s DCF program is to trade equal and leveraged portions in separate WMA and TOPS trading accounts, while maintaining the same overall risk profile as an individual Dunn program. The separate accounts are rebalanced monthly. The WMA and TOPS account would trade futures positions at approximately 100%–115% larger than it would if it were trading the same amount of cash in an isolated private account. This 0%–15% enrichment factor is currently at 6%. For example, in a situation where Dunn’s WMA program would otherwise establish 100 Treasury bond futures positions for an account, it would establish 106 such positions for the Trust’s account. This trading strategy increases the amount of leverage already present in the trading of leveraged instruments such as futures, as well as increasing the potential volatility. The policy of increasing each account’s investment level by an enrichment factor is based on Dunn’s belief (founded on its statistical studies) and thorough knowledge of each trading program that an investor can increase its rate of return, without increasing its risk of loss, by using two partially uncorrelated trading programs with comparable performance.

From time to time, market conditions may be such that, in the opinion of Dunn, execution of trades recommended by WMA, TOPS, and DCF would be difficult or involve undue risk. In these unusual instances, which Dunn estimates will affect less than 5% of the trading decisions, the computer recommendations may be

Balanced App. - 38

modified or not taken by Dunn. In addition, the market may occasionally present trading opportunities (not signaled by WMA, TOPS, or DCF) that Dunn may enter into, using its general risk control methodology.

WMA, TOPS and DCF have been and will continue to be under continuous review for the purpose of researching and developing improvements. Whenever additional program improvements are developed, they will generally be implemented in as expeditious a manner as possible without seeking prior approval from Dunn’s clients. If, however, Dunn considers the changes or modifications to be material, the clients will be informed in a timely fashion.

Instruments Traded

Contracts traded by the TOPS Program include:

• Interest Rate Interests – U.S. 10-year Treasury Note, U.S. 5-year Treasury Note, U.S. Treasury Bond, 10-year Commonwealth Treasury Bond, 3-year Commonwealth Treasury Bond, 10-year German Euro Bund, 5-year German Euro Bobl, 15-year Long Gilt, 10-year Japanese Government Bond, 3-month Sterling, Eurodollar, 3-month Euribor.

• Currency Interests – Australian dollar, British Pound, Canadian Dollar, European Currency Unit, Japanese Yen, Swiss Franc

• Energy Interests – Brent Crude, crude oil, natural gas,

• Stock Indices – FT-SE 100, German Dax Index, Hang Seng Index, Nikkei 225 Stock Average, S&P 500 Index, Tokyo Stock Price Index

Contracts traded by the WMA Program include:

• Interest Rate Interests – U.S. 10-year Treasury Note, U.S. 5-year Treasury Note, U.S. Treasury Bond, 10-year Commonwealth Treasury Bond, 3-year Commonwealth Treasury Bond, 10-year German Euro Bund, 5-year German Euro Bobl, 15-year Long Gilt, 10-year Japanese Government Bond, 3-month Sterling, Eurodollar, 3-month Euribor.

• Currency Interests – European Currency Unit, Japanese Yen, Swiss Franc

• Energy Interests – Brent Crude, crude oil, natural gas,

• Stock Indices – FT-SE 100, German Dax Index, Hang Seng Index, Nikkei 225 Stock Average, Tokyo Stock Price Index

Balanced App. - 39

PAST PERFORMANCE OF DUNN

The Capsule Performance Table which follows sets forth the actual past performance of all client accounts directed by Dunn during the period covered by the table. PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS

DCF Program

	Percentage Rate of Return**
Month	Year-to-Date	2002	2001	2000	1999	1998
January	7.9%	0.7%	5.2%	3.5%
February	13.2%	-6.7%	1.8%	-1.8%
March	-20.6%	0.5%	6.3%	-6.7%
April	0.2%	-5.5%	-12.8%	-11.3%	1.9%
May	11.3%	5.1%	0.2%	-5.2%	2.9%
June	-10.0%	22.1%	-9.7%	-4.8%	4.1%
July	-1.8%	17.3%	-3.6%	-0.1%	-2.6%
August	10.6%	11.4%	14.6%	4.5%	0.7%
September	-9.0%	13.7%	6.4%	-6.0%	3.8%
October	-5.2%	-16.4%	18.0%	6.9%	-8.3%
November		-9.4%	-24.5%	20.5%	1.4%
December		14.2%	6.1%	26.9%	-4.9%
Year	-8.8%	47.2%	-0.2%	21.7%	-1.8%

Inception of trading by Dunn Capital Management, Inc:	October 1974
Inception of trading DCF program:	April 1999
Number of DCF accounts as of October 31, 2003:	10
Total nominal funds under management of Dunn Capital Management, Inc. as of October 31, 2003:	$981,230,713; which is comprised of $161,656,111 in notional funds and $819,574,602 in actual funds
Total nominal funds under management pursuant to DCF program as of October 31, 2003:	$175,014,381
Worst monthly percentage draw-down:	-26.7% in November 2001
Worst peak-to-valley draw-down:	-36.9% from October 1999 to September 2000
Closed accounts summary:	1 closed with losses and 3 closed with profits
Leverage Employed:	5%-40% (margin/equity)

The rates of return in this table are representative of the rates of return a composite standard-leverage account would have achieved.

Percentage Rate of Return represents the percentage change in nominal funds (actual funds plus notional funds) during the month excluding additions and withdrawals using the “Only Accounts Traded” (“OAT”) method.

Year Rate of Return represents the monthly compounded rate of return over twelve months.

Draw-down means losses experienced by the account over a specified period.

Worst peak-to-valley draw-down means the greatest cumulative percentage decline in month-end net asset value due to losses sustained by the trading program during any period in which the initial month-end net asset value is not equaled or exceeded by a subsequent month-end net asset value.

Balanced App. - 40

PROGRAMS NOT UTILIZED

The following are programs of Dunn that are not anticipated to be utilized by The Frontier Fund.

The following summary performance information presents the composite performance results of the WMA Program for the period from January 1998 through October 2003.

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS

Name of Trading Advisor:	Dunn Capital Management, Inc.
Name of Program:	WMA Program
Inception of trading
by Dunn Capital Management, Inc:	October 1974
Inception of trading WMA program:	November 1984
Number of WMA accounts as of October 31, 2003:	19
Total nominal funds under management of Dunn
Capital Management, Inc. as of October 31, 2003:	$981,230,713; which is comprised of $161,656,111 in notional funds and $819,574,602 in actual funds
Total nominal funds under management pursuant to WMA program as of October 31, 2003:	$595,812,123
Worst monthly percentage draw-down:	-26.4% in November 2001
Worst peak-to-valley draw-down:	-44.5% from October 1999 to September 2000
Closed accounts summary:	3 closed with losses and 10 closed with profits
Leverage Employed:	10%-30% (margin/equity)
2003 Compound Rate of Return (10 months):	-5.1%
2002 Compound Rate of Return:	54.0%
2001 Compound Rate of Return:	1.0%
2000 Compound Rate of Return:	13.1%
1999 Compound Rate of Return:	13.3%
1998 Compound Rate of Return:	13.7%

Year Rate of Return represents the monthly compounded rate of return over twelve months.

Draw-down means losses experienced by the account over a specified period.

Worst peak-to-valley draw-down means the greatest cumulative percentage decline in month-end net asset value due to losses sustained by the trading program during any period in which the initial month-end net asset value is not equaled or exceeded by a subsequent month-end net asset value.

Balanced App. - 41

The following summary performance information presents the composite performance results of the TOPS Program for the period from January 1998 through October 2003.

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS

Name of Trading Advisor:	Dunn Capital Management, Inc.
Name of Program:	TOPS Program
Inception of trading by
Dunn Capital Management, Inc:	October 1974
Inception of trading TOPS program:	May 1989
Number of TOPS accounts as of October 31, 2003:	11
Total nominal funds under management of
Dunn Capital Management, Inc. as of October 31, 2003:	$981,230,713; which is comprised of $161,656,111 in notional funds and $819,574,602 in actual funds
Total nominal funds under management
pursuant to TOPS program as of October 31, 2003:	$373,782,536;
Worst monthly percentage draw-down:	-24.8% in November 2001
Worst peak-to-valley draw-down:	-37.1% from January 1999 to July 2000
Closed accounts summary:	0 closed with losses and 10 closed with profits
Leverage Employed:	0%-30% (margin/equity)
2003 Compound Rate of Return (10 months):	-7.9%
2002 Compound Rate of Return:	42.9%
2001 Compound Rate of Return:	2.1%
2000 Compound Rate of Return:	39.4%
1999 Compound Rate of Return:	-19.5%
1998 Compound Rate of Return:	24.2%

Year Rate of Return represents the monthly compounded rate of return over twelve months.

Draw-down means losses experienced by the account over a specified period.

Worst peak-to-valley draw-down means the greatest cumulative percentage decline in month-end net asset value due to losses sustained by the trading program during any period in which the initial month-end net asset value is not equaled or exceeded by a subsequent month-end net asset value.

Balanced App. - 42

The following summary performance information presents the composite performance results of the Dunn-Allani program for the period from April 1999 through October 2003.

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS

Name of Trading Advisor:	Dunn Capital Management, Inc.
Name of Program:	Dunn-Allani Program
Inception of trading by Dunn Capital Management, Inc:	October 1974
Inception of trading Dunn-Allani program:	April 1999
Number of Dunn-Allani accounts as of October 31, 2003:	0
Total nominal funds under management of Dunn Capital Management, Inc. as of October 31, 2003:	$981,230,713; which is comprised of $ 161,656,111 in notional funds and $819,574,602 in actual funds
Total nominal funds under management pursuant to Dunn-Allani program as of October 31, 2003:	$0
Worst monthly percentage draw-down:	-38.9% (July 2003)
Worst peak-to-valley draw-down:	-48.8% (May 2003 – July 2003)
Closed accounts summary:	1 closed with losses and 0 closed with profits
Leverage Employed:	20%–50% (margin/equity)
2003 Compound Rate of Return (10 months):	-37.0%
2002 Compound Rate of Return:	61.4%
2001 Compound Rate of Return:	-4.1%
2000 Compound Rate of Return (11 months):	22.3%
1999 Compound Rate of Return:	n/a
1998 Compound Rate of Return:	n/a

The rates of return in this table are representative of the rates of return a composite standard-leverage account would have achieved.

Percentage Rate of Return represents the percentage change in nominal funds (actual funds plus notional funds) during the month excluding additions and withdrawals using the “Only Accounts Traded” (“OAT”) method.

Year Rate of Return represents the monthly compounded rate of return over twelve months.

Draw-down means losses experienced by the account over a specified period.

Worst peak-to-valley draw-down means the greatest cumulative percentage decline in month-end net asset value due to losses sustained by the trading program during any period in which the initial month-end net asset value is not equaled or exceeded by a subsequent month-end net asset value.

Balanced App. - 43

The following summary performance information presents the composite performance results of the Standard Program for the period from January 1998 through October 2003.

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS

The STANDARD Program is not open to new investors.

Name of Advisor:	Dunn Capital Management, Inc.
Name of Program:	Standard Program
Inception of trading by Dunn Capital Management, Inc:	October 1974
Inception of trading STANDARD program:	October 1974
Number of STANDARD accounts as of October 31, 2003:	1
Total nominal funds under management of Dunn Capital Management, Inc. as of October 31, 2003:	$981,230,713; which is comprised of $161,656,111 in notional funds and $819,574,602 in actual funds
Total nominal funds under management pursuant to STANDARD program as of October 31, 2003:	$5,818,027
Worst monthly percentage draw-down:	-27.2% (March 2003)
Worst peak-to-valley draw-down:	-52.8% (October 1998 to September 2000)
Closed accounts summary:	1 closed with losses and 1 closed with profits
Leverage Employed:	10%–30% (margin/equity)
2003 Compound Rate of Return (10 months):	-12.9%
2002 Compound Rate of Return:	55.1%
2001 Compound Rate of Return:	-6.1%
2000 Compound Rate of Return:	2.4%
1999 Compound Rate of Return:	4.7%
1998 Compound Rate of Return:	-5.0%

The Rates of Return in this table are representative of the rates of return a composite standard-leverage account would have achieved.

Percentage Rate of Return represents the percentage change in nominal funds (actual funds plus notional funds) during the month excluding additions and withdrawals using the “Only Accounts Traded” (“OAT”) method.

Year Rate of Return represents the monthly compounded rate of return over twelve months.

Draw-down means losses experienced by the account over a specified period.

Worst peak-to-valley draw-down means the greatest cumulative percentage decline in month-end net asset value due to losses sustained by the trading program during any period in which the initial month-end net asset value is not equaled or exceeded by a subsequent month-end net asset value.

Balanced App. - 44

The following summary performance information presents the composite performance results of the D-TOPS Program for the period from January 1998 through October 2003.

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS

Name of Advisor:	Dunn Capital Management, Inc.
Name of Program:	D-TOPS Program
Inception of trading by Dunn Capital Management, Inc:	October 1974
Inception of trading D-TOPS program:	April 1993
Number of D-TOPS accounts as of October 31, 2003:	1
Total nominal funds under management of Dunn Capital Management, Inc. as of October 31, 2003:	$981,230,713; which is comprised of $161,656,111 in notional funds and $819,574,602 in actual funds
Total nominal funds under management pursuant to D-TOPS program as of October 31, 2003:	$5,818,027
Worst monthly percentage draw-down:	-22.10% (Nov 2001)
Worst peak-to-valley draw-down:	-28.00% (May 1999 – July 2000)
Closed accounts summary:	0 closed with losses and 1 closed with profits
Leverage Employed:	0%–30% (margin/equity)
2003 Compound Rate of Return (10 months):	4.0%
2002 Compound Rate of Return:	43.5%
2001 Compound Rate of Return:	1.9%
2000 Compound Rate of Return:	44.9%
1999 Compound Rate of Return:	-21.3%
1998 Compound Rate of Return:	4.7%

The Rates of Return in this table are representative of the rates of return a composite standard-leverage account would have achieved.

Percentage Rate of Return represents the percentage change in nominal funds (actual funds plus notional funds) during the month excluding additions and withdrawals using the “Only Accounts Traded” (“OAT”) method.

Year Rate of Return represents the monthly compounded rate of return over twelve months.

Draw-down means losses experienced by the account over a specified period.

Worst peak-to-valley draw-down means the greatest cumulative percentage decline in month-end net asset value due to losses sustained by the trading program during any period in which the initial month-end net asset value is not equaled or exceeded by a subsequent month-end net asset value.

Balanced App. - 45

The following summary performance information presents the composite performance results of the CWMA Program for the period from January 1998 through October 2003.

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS

Name of Trading Advisor:	Dunn Capital Management, Inc.
Name of Program:	CWMA program
Inception of trading by Dunn Capital Management, Inc:	October 1974
Inception of trading CWMA program:	June 1997
Trading program ceased:	June 1998
Total nominal funds under management of Dunn Capital Management, Inc. as of October 31, 2003:	$981,230,713; which is comprised of $161,656,111 in notional funds and $819,574,602 in actual funds
Total nominal funds under management pursuant to CWMA program as of October 31, 2003:	$0
Worst monthly percentage draw-down:	-6.5% (January 1998)
Worst peak-to-valley draw-down:	-12.4% (January 1998 to February 1998)
Closed accounts summary:	1 closed with losses and 0 closed with profits
Leverage Employed:	10%–20% (margin/equity)
2003 Compound Rate of Return:	n/a
2002 Compound Rate of Return:	n/a
2001 Compound Rate of Return:	n/a
2000 Compound Rate of Return:	n/a
1999 Compound Rate of Return:	n/a
1998 Compound Rate of Return:	-9.1%

The Rates of Return in this table are representative of the rates of return a composite standard-leverage account would have achieved.

Percentage Rate of Return represents the percentage change in nominal funds (actual funds plus notional funds) during the month excluding additions and withdrawals using the “Only Accounts Traded” (“OAT”) method.

Year Rate of Return represents the monthly compounded rate of return over twelve months.

Draw-down means losses experienced by the account over a specified period.

Worst peak-to-valley draw-down means the greatest cumulative percentage decline in month-end net asset value due to losses sustained by the trading program during any period in which the initial month-end net asset value is not equaled or exceeded by a subsequent month-end net asset value.

Balanced App. - 46

The following summary performance information presents the composite performance results of the C-TOPS program for the period from January 1998 through October 2003.

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS

Name of Trading Advisor:	Dunn Capital Management, Inc.
Name of Program:	C-TOPS program
Inception of trading by Dunn Capital Management, Inc:	October 1974
Inception of trading CTOPS program:	June 1997
Trading program ceased:	June 1998
Total nominal funds under management of Dunn Capital Management, Inc. as of October 31, 2003:	$981,230,713; which is comprised of $161,656,111 in notional funds and $819,574,602 in actual funds
Total nominal funds under management pursuant to CWMA program as of October 31, 2003:	$0
Worst monthly percentage draw-down:	-9.9% (January 1998)
Worst peak-to-valley draw-down:	-14.6% (January 1998 to April 1998)
Closed accounts summary:	1 closed with losses and 0 closed with profits
Leverage Employed:	0%–20% (margin/equity)
2003 Compound Rate of Return:	n/a
2002 Compound Rate of Return:	n/a
2001 Compound Rate of Return:	n/a
2000 Compound Rate of Return:	n/a
1999 Compound Rate of Return:	n/a
1998 Compound Rate of Return:	-10.1%

The Rates of Return in this table are representative of the rates of return a composite standard-leverage account would have achieved.

Percentage Rate of Return represents the percentage change in nominal funds (actual funds plus notional funds) during the month excluding additions and withdrawals using the “Only Accounts Traded” (“OAT”) method.

Year Rate of Return represents the monthly compounded rate of return over twelve months.

Draw-down means losses experienced by the account over a specified period.

Worst peak-to-valley draw-down means the greatest cumulative percentage decline in month-end net asset value due to losses sustained by the trading program during any period in which the initial month-end net asset value is not equaled or exceeded by a subsequent month-end net asset value.

Balanced App. - 47

FALL RIVER

Background of Fall River

Fall River engages in the management of commodity trading advisors for Balanced Series Units. Fall River was formed as a limited liability company on September 14, 1999 in the State of Wisconsin. Its main business office is located at 11740 North Port Washington Road, Mequon, Wisconsin 53092.

Fall River has been registered under the CE Act as a commodity trading advisor since January 2000 and as a commodity pool operator since June 2000. Fall River is also a member of the NFA and has been a member since January 2000. Such registrations and membership do not imply that the CFTC or the NFA have endorsed Fall River’s qualifications to provide the advisory services described herein.

Principals of Fall River

Robert Friedl

Mr. Friedl, born in 1964, is the President of Fall River and co-founded the company in 1999. Mr. Friedl has worked in the futures industry since 1987 and brings more than twelve years of experience to Fall River in the areas of trading-room operations, systems research, and trading advisor back-office management. From September 1988 to September 1989, he was employed by Limitless Options Partners (a proprietary trading and floor brokerage group) and supervised its back-office operations. Mr. Friedl’s responsibilities included daily option valuations and risk management for Limitless Options Partners’ options, futures and cash/currency positions in addition to account reconciliation and internal trade accounting.

Mr. Friedl worked with the Fall River Group, Inc., a group of foundries in Wisconsin, or Fall River Group, as an in-house trader for the company’s proprietary commodity account from October 1989 until September 1991. He has been involved in the back-office operations of several brokerage and trading firms including: B.L. Rice, Inc., a proprietary trading firm in Chicago, Illinois from May 1987 until September 1987 and KTZ Trading, a proprietary trading firm in Chicago, Illinois from September 1987 until August 1988. Mr. Friedl was a founding principal of the Webster Management Group, or Webster, a commodity trading advisor, which was started in September 1991. He co-designed the initial trading strategies and remained a member of the research team until 1996. Mr. Friedl was the principal in charge of Webster’s trading desk from 1993 until 1995. During that time he coordinated the design and implementation of Webster’s back-office software and account management systems. In 1996, Mr. Friedl began a transition from Webster’s trading desk into full-time research. In January 1997, he moved into full time research and product development for Webster. He left Webster in January 2000 and started Fall River thereafter. Mr. Friedl received a Bachelor of Science degree in Small Business Management from the University of Wyoming in 1986. He is a registered Associated Person, effective January 5, 2000, and a founding principal of Fall River.

Charles F. Wright

Mr. Wright, born in 1950, is the chairman of the Fall River Group and has been associated with the Fall River Group since 1973. He has also been the chairman and co-owner of Quaestus & Co., Inc., a venture capital firm located in Milwaukee, Wisconsin since 1994.

Mr. Wright serves on the board of directors of several firms in Wisconsin. He is the chairman of Goodwill Industries of Southeastern Wisconsin. He serves as president of the Second Harvest Food Bank Foundation, and as a trustee of the University School of Milwaukee. He also sits on the board of directors of U-Line Corporation, TradeStation Group, Inc. and the Private Industry Council of Milwaukee County. Mr. Wright has also been the President of Kilbourn Capital Management LLC, or Kilbourn, since its inception in June 2001. He serves on Kilbourn’s investment policy committee. Mr Wright has been registered as an Associated Person and principal of Kilbourn since February 1999.

Balanced App. - 48

Mr. Wright served as president of the Private Industry Council of Milwaukee County from June 1996 until September 1997. The Private Industry Council is responsible for implementing and overseeing “Wisconsin Works” or “W2”, Wisconsin’s innovative welfare reform program, in Milwaukee County, Wisconsin.

From 1992 until 1997, Mr. Wright served as chairman of Caribbean Communications Company Ltd, or CCC. During this time CCC continued building and operated a radio network throughout the English-speaking Caribbean Islands. In 1997, Cumulus Media, Inc., or CMLS, acquired CCC.

During the 1980’s, Mr. Wright was an IOM member of the Chicago Mercantile Exchange and actively day-traded S&P futures. He served as editor of the System Trading and Development Newsletter, published by Omega Research, Inc. He has taught several different trading seminars over the years, including System Trading and Development, and Trading as a Business. Mr. Wright is credited with having taught many traders how to develop winning trading systems. There are many individual traders in the world today who use his techniques to trade for a living.

Mr. Wright is the author of the book, Trading as a Business, published by Omega Research, Inc. in 1998.

Mr. Wright received a Bachelor of Arts degree from the University of South Florida in 1973 and a Masters Degree in Business Administration from the Harvard University Graduate School of Business in 1977. He is a registered Associated Person, effective January 5, 2000, and a founding principal of Fall River.

Mr. Charles Wright and Mr. Robert Friedl will be responsible for making trading decisions on behalf of Fall River.

Fall River will conduct its trading for the Balanced Series Units through a Trading Company. Fall River will manage its allocation from the Balanced Series pursuant to Fall River’s Global Strategies HL and/or Global Trends Programs.

FALL RIVER INVESTMENT STRATEGY

Fall River’s programs consist of a selection of a diversified portfolio of international commodity interests on major commodity and futures exchanges worldwide. The programs use computerized, technical systems that have been developed by Fall River. The goal of Fall River’s programs is to provide superior risk-adjusted investment returns. Fall River’s programs use various risk management techniques to reduce portfolio risk. These techniques include, but are not limited to:

• market diversification (committing assets to multiple markets);

• system diversification (trading with multiple trading strategies); and

• a money management structure that determines and limits the amount of equity committed to each trade and each market.

Fall River’s programs trade in easily accessible and liquid U.S. and non-U.S. futures and forward contracts that are practicable. Forward markets may include major currencies and metals, which are currently being traded on the London Metal Exchange. In addition, Fall River continually monitors numerous markets, both U.S. and non-U.S., and will initiate trades at any point it determines that a market is sufficiently liquid and tradable.

Fall River may also trade an account in physical commodities, including exchange of futures for physicals transactions, or EFP. An EFP is a transaction permitted under the rules of many futures exchanges in which two parties exchange a cash market position for a futures market position (or vice versa) without making an open, competitive trade on the exchange. The prices at which such transactions are executed are negotiated between the parties.

Balanced App. - 49

Fall River estimates that generally, between 10% and 30% of an account’s assets will be committed as original margin. However, these ratios are difficult to predict and may vary substantially from this range and be materially higher.

Trading decisions require the exercise of judgment by Fall River. Therefore, the success of trading depends on Fall River’s trading ability, knowledge and judgment. Fall River will exercise its judgment and discretion in interpreting the data generated by its trading methodology, and will make all decisions regarding the trading for the Balanced Series assets allocated to it, including selecting the markets which will be followed and actively traded. In addition, Fall River will determine the method by which orders are placed, the types of orders that are to be placed, the overall leverage for the portfolio, and, when applicable, the time at which orders are placed with, and executed by, a broker.

The trading program to be followed by Fall River does not assure successful trading. Investment decisions made in accordance with Fall River’s programs will be based on an assessment of available facts. However, because of the large quantity of facts at hand, the number of available facts that may be overlooked and the variables that may shift, any investment decision must, in the final analysis, be based on the judgment of Fall River.

Fall River’s business plan includes continued refinement and testing of its programs. Therefore, Fall River retains the right to revise any methods or strategy, including the technical trading factors used, the commodity interests traded and/or the money management principles applied. Subject to the terms of the Advisory Agreement, Fall River will do this without approval of the Managing Owner if it determines that the changes are in the best interest of the Balanced Series’ account.

Fall River’s programs are proprietary and confidential, and the descriptions herein are, of necessity, general and are not intended to be exhaustive. Consequently, you will not be able to determine the full details of the program, or whether the program is being followed. There can be no assurance that any trading strategy of Fall River will produce profitable results or will not result in losses trades.

FALL RIVER TRADING PROGRAM

Fall River believes that no one is able to predict when a market is going to begin trending, how long the trend will last, or how far the prices will move in the trend. Fall River reasons that the only way to guarantee that an investor will be in the market for a large trend move is to always be invested in the market, either long or short, or alternately always have an order placed in the market to enter a position either long or short. The ultimate cost of holding a long-term trend position is trading losses during trendless periods of market activity. The business problem (as opposed to a trading problem) becomes how to minimize losses during choppy markets while waiting for the long-term trends to appear. The degree to which these costs can be controlled will impact the efficiency of the program. The more effectively these costs are controlled the better the efficiency. Fall River’s two trading programs, the Global Trends Program and the Global Strategies Program, use different trade entry parameters and deal with the cost control issue in entirely different ways.

Global Trends Program

Fall River’s Global Trends Program is designed to be continuously present in each of the 70+ markets that it trades. To control costs during trendless periods it trades aggressively with two shorter time frame systems. First, the long-term trend system is complemented with a short-term counter trend system. Both systems have been profitable on a stand-alone basis and have a strong negative correlation. A robust intermediate term breakout approach is also included in the mix. Trades in each of the non-trend systems are passed through a volatility filter that determines the magnitude of the counter trend strategy. The complimentary action of the three systems helps to reduce drawdown during trendless market periods.

Balanced App. - 50

The investment return in the Global Trends Program will depend on the occurrence in the future, as in the past, of major trends in some of the markets that it trades. If there are no trends, the Global Trends Program is likely not to be profitable. There have been trendless periods in the past, and they may happen again. Fall River has designed the Global Trends Program to limit losses during these trendless periods, but there can be no guarantee that Fall River’s trading will be successful or will limit losses.

The objective of the Global Trends Program is to produce above average returns of 20% to 40% per year with drawdowns of no more than 20%. Fall River believes that through optimal diversification this objective can be achieved. The program diversifies by using multiple systems, by trading in multiple time frames, and by trading a broad portfolio of over 70 markets worldwide.

Global Strategies Program

The Global Strategies program deals with the problem of cost control during trendless markets in an entirely different way. While the Global Trends Program trades aggressively in sideways markets, the Global Strategies Program attempts to stay out of the market altogether. The strategy is to stand aside if the market is in a sideways-trendless mode. Once a long-term momentum breakout is indicated, however, the Global Strategies Program trades very aggressively, on a short-term basis, and only in the direction of the indicated breakout.

To further control risk, the Global Strategies Program employs a proprietary three-dimensional counter trend liquidation strategy that methodically reduces positions as momentum increases and a trend unfolds. Using a true counter-trend strategy Global Strategies is constantly monitoring the market for over exposed positions, and effectively sells strength and buys weakness.

The Global Strategies Program’s objective is to keep volatility to a minimum while providing an above average long term return. The program is designed to have low to negative correlations with stocks or bonds and thus may be a positive addition to institutional investment portfolios.

Fall River anticipates this objective can be achieved through participation in over 70 markets worldwide, utilization of its proprietary momentum break out methodology, and significantly, through employment of its risk control strategy.

Participation in over 70 global markets on either a long or short basis provides the following two benefits of market diversification: broad profit potential inherent in being able to trade a large number of financial and physical commodities worldwide on a 24 hour basis, and the reduction in volatility that is a normal characteristic of trading multiple, uncorrelated markets.

Our proprietary technical momentum break out methodology is highly selective. Investors will only participate in a relatively limited number of trades that meet all conditions and where past research indicates that the reward to risk ratio is superior. Global Strategies’ three dimensional counter trend liquidation strategy is designed to keep the risk of loss, including the give back of profits, within predetermined levels. Fall River anticipates that by adding the risk control overlay to the systematic approach, the program’s reward to risk characteristics are substantially improved.

Global Strategies HL

The Global Strategies HL Program uses the same principles and strategies as the Global Strategies program with higher leverage. Its objective is to provide investors with a superior absolute rate of return while keeping drawdowns to acceptable levels. Fall River’s goal is to achieve average annual rates of return of 25% or greater with drawdowns of no more than 20%.

Instruments Traded

• Interest Rate Interests – U.S. 30-year note, U.S. 10-year note, U.S. 5-year note, U.S. 2-year note Canadian 10-year bond, Euro Bond, Euro Bobl, Japanese 10-year Bond, Australian 10-year bond,

Balanced App. - 51

Australian 3-year bond, Long Gilt, Shatz. Eurodollar, Euribor, Sterling, Banker’s Acceptance, Euro Swiss and Euro Yen.

• Currency Interests – British Pound, Japanese Yen, Euro, Swiss Franc, Canadian Dollar, Mexican Peso, Australian dollar, Ausi/Yen, Pound/Yen. Swiss Franc/Yen, New Zealand Dollar, Pound/Swiss, Euro/Krona, Euro/Pound Euro/Yen, South African Rand.

• Metals – gold, silver, aluminum, copper, lead, nickel, zinc.

• Energy Interests – crude oil, unleaded gasoline, natural gas, heating oil, Brent Crude, London Gas Oil.

• Stock Indices – Dax German Index, Hang Seng, All Ordinaries, Ibex 35, Nikkei 225, Taiwan, FT-SE 100, S&P 500, Nasdaq.

• Agriculture – Bean oil, corn, soybeans, bean meal, wheat, live cattle, lean hogs, cocoa, cotton, coffee, London coffee, London cocoa, sugar.

Asset Allocation

At any given time, between 0% and 100% of the Balanced Series assets allocated to Fall River will be allocated to the Global Trends Program and the Global Strategies Program. In the view of the Managing Owner, if prevailing market conditions support trends, 100% of the assets allocated to Fall River will be allocated to the Global Trends Program. Conversely, if prevailing market conditions do not support trends, 100% of the assets allocated to Fall River will be allocated to the Global Strategies Program.

Balanced App. - 52

PAST PERFORMANCE OF FALL RIVER

The Capsule Performance Table which follows sets forth the actual past performance of all client accounts directed by Fall River during the period covered by the table. PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS

GLOBAL TRENDS PROGRAM

Month	2003		2002		2001		2000
January	7.16	%	-3.54	%	1.13	%
February	7.69	%	-1.68	%	3.38	%
March	-14.33	%	8.65	%	8.55	%
April	4.57	%	-5.62	%	-10.69	%
May	11.68	%	6.69	%	1.53	%
June	-5.91	%	6.08	%	-0.85	%
July	4.07	%	4.82	%	1.00	%
August	0.39	%	7.63	%	1.09	%	9.86	%
September	-3.34	%	14.62	%	10.77	%	-3.99	%
October	16.75	%	-10.63	%	4.66	%	1.34	%
November			-3.92	%	-10.48	%	6.75	%
December			15.30	%	3.74	%	14.91	%
Year to Date	28.50	%	40.91	%	12.16	%	31.12	%

Name of Trading Advisor:	Fall River Capital, LLC
Name of Trading Program:	Global Trends Program
Date the Advisor Began Trading Client Accounts:	August 2000
Date the Advisor Began Trading the Program:	August 2000
Total Assets Under Management including Notional Funds:	$138,072,672
Total Assets Under management excluding Notional Funds:	$76,567,578
Total Assets Traded Pursuant to Trading Program including Notional Funds:	$18,058,769
Total Assets Traded Pursuant to Trading Program excluding Notional Funds:	$15,058,769
Worst Monthly Percentage Draw-down:	-15.36% (March 2003)
Worst Peak-to-Valley Draw-down:	-15.36% (March 2003 to March 2003)
Number of Client Accounts Open:	2
Number of Client Accounts Closed with Profits:	2
Number of Accounts Closed with Loss:	0
Leverage Employed:	25% (Average Margin to Equity)

Monthly rate of return is calculated by dividing net performance by beginning net asset value. The monthly rates are then compounded to arrive at the annual rate of return.

Draw-down means losses experienced by the account over a specified period.

Worst peak-to-valley draw-down means the greatest cumulative percentage decline in month-end net asset value due to losses sustained by the trading program during any period in which the initial month-end net asset value is not equaled or exceeded by a subsequent month-end net asset value.

Balanced App. - 53

The Capsule Performance Table which follows sets forth the actual past performance of all client accounts directed by Fall River during the period covered by the table. PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS

GLOBAL STRATEGIES HL PROGRAM

Month	2003		2002
January	7.39	%
February	7.89	%
March	-11.96	%
April	1.24	%	0.59	%
May	5.00	%	5.74	%
June	-2.58	%	7.59	%
July	-1.71	%	4.43	%
August	-0.52	%	3.30	%
September	4.99	%	6.33	%
October	11.11	%	-10.75	%
November			-2.90	%
December			17.11	%
Year to Date	20.49	%	33.22	%

Name of Trading Advisor:	Fall River Capital, LLC
Name of Trading Program:	Global Strategies HL Program
Date the Advisor Began Trading Client Accounts:	August 2000
Date the Advisor Began Trading the Program:	April 2002
Total Assets Under Management including Notional Funds:	$138,072,672
Total Assets Under management excluding Notional Funds:	$76,567,578
Total Assets Traded Pursuant to Trading Program including Notional Funds:	$90,731,602
Total Assets Traded Pursuant to Trading Program excluding Notional Funds:	$32,226,508
Worst Monthly Percentage Draw-down:	-12.17% (March 2003)
Worst Peak-to-Valley Draw-down:	-13.53% (Oct 2002 to Nov 2003)
Number of Client Accounts Open:	19
Number of Client Accounts Closed with Profits:	2
Number of Accounts Closed with Loss:	0
Leverage Employed:	15% (Average Margin to Equity)

Monthly rate of return is calculated by dividing net performance by beginning net asset value. The monthly rates are then compounded to arrive at the annual rate of return.

Draw-down means losses experienced by the account over a specified period.

Worst peak-to-valley draw-down means the greatest cumulative percentage decline in month-end net asset value due to losses sustained by the trading program during any period in which the initial month-end net asset value is not equaled or exceeded by a subsequent month-end net asset value.

Balanced App. - 54

PROGRAMS NOT UTILIZED

The following are programs of Fall River that are not anticipated to be utilized by The Frontier Fund.

The following summary performance information presents the composite performance results of the Fall River Capital LLC trading program for the period from April 2002 through October 2003.

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS

Name of Trading Advisor:	Fall River Capital LLC
Name of Trading Program:	Global Strategies Program
Date the Advisor Began Trading Client Accounts:	August 2000
Date the Advisor Began Trading the Program:	April 2002
Total Assets Under Management (Including Notional Funds):	$138,072,672
Total Assets Under Management (Excluding Notional Funds):	$76,567,578
Total Assets Traded Pursuant to Trading Program (Including Notional Funds):	$26,132,068
Total Assets Traded Pursuant to Trading Program (Excluding Notional Funds):	$26,132,068
Worst Monthly Percentage Drawdown :	-7.22% (March 2003)
Worst peak-to-valley Drawdown:	-7.22% (February 2003 to March 2003)
Number of Client Accounts Open:	10
Number of Client Accounts Closed with Profits:	1
Number of Client Accounts Closed with Loss:	0
Leverage Employed:	8% (average margin/equity)
2003 Compound Rate of Return (10 months):	5.48%
2002 Compound Rate of Return (7 months):	11.53%
2001 Compound Rate of Return:	N/A
2000 Compound Rate of Return:	N/A
1999 Compound Rate of Return:	N/A
1998 Compound Rate of Return:	N/A

Monthly Rate of Return is calculated by dividing net performance by beginning net asset value.

The monthly rates are then compounded to arrive at the annual rate of return.

Draw-down means losses experienced by the account over a specified period.

Worst peak-to-valley draw-down means the greatest cumulative percentage decline in month-end net asset value due to losses sustained by the trading program during any period in which the initial month-end net asset value is not equaled or exceeded by a subsequent month-end net asset value.

Balanced App. - 55

The following summary performance information presents the composite performance results of the Fall River Capital LLC trading program for the period from September 2001 through October 2003.

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS

Name of Trading Program:	Global Strategies LL Program
Date the Advisor Began Trading Client Accounts:	August 2000
Date the Advisor Began Trading the Program:	September 2001
Total Assets Under Management (Including Notional Funds):	$138,072,672
Total Assets Under Management (Excluding Notional Funds):	$76,567,578
Total Assets Traded Pursuant to Trading Program (Including Notional Funds):	$3,150,233
Total Assets Traded Pursuant to Trading Program (Excluding Notional Funds):	$3,150,233
Worst Monthly Percentage Drawdown:	-3.48% (March 2003)
Worst peak-to-valley Drawdown :	-4.35% (March 2003-March 2003)
Number of Client Accounts Open:	1
Number of Client Accounts Closed with Profits:	1
Number of Client Accounts Closed with Loss:	0
Leverage Employed:	4% (Average Margin to Equity)
2003 Compound Rate of Return (10 months):	5.01%
2002 Compound Rate of Return:	6.80%
2001 Compound Rate of Return (7 months):	0.33%
2000 Compound Rate of Return:	N/A
1999 Compound Rate of Return:	N/A
1998 Compound Rate of Return:	N/A

Monthly Rate of Return is calculated by dividing net performance by beginning net asset value.

The monthly rates are then compounded to arrive at the annual rate of return.

Draw-down means losses experienced by the account over a specified period.

Worst peak-to-valley draw-down means the greatest cumulative percentage decline in month-end net asset value due to losses sustained by the trading program during any period in which the initial month-end net asset value is not equaled or exceeded by a subsequent month-end net asset value.

Balanced App. - 56

MEYER

Background of Meyer

Meyer was incorporated in January 2001 in the State of Illinois and its main business office is located at 303 East Main Street, Suite 205, Barrington, Illinois 60010. Meyer has been registered under the CE Act as a commodity trading advisor since February 9, 1999 and as a commodity pool operator since January 2001, and as an independent introducing broker since November 1998. Meyer is also a member of the NFA and has been a member since November 25, 1998. Such registrations and membership do not imply that the CFTC or the NFA have endorsed Meyer’s qualifications to provide the advisory services described herein.

Principals of Meyer

James J. Meyer

Mr. Meyer, born in 1967, graduated from Loyola University with a Bachelor of Science Degree in Economics in December 1990. Throughout college, Mr. Meyer was employed on the trading floor of the Chicago Mercantile Exchange by Shearson Lehman Brothers and in a similar capacity with Linnco Futures. Upon graduation, Mr. Meyer left the trading floor to take a position as an associated person and research analyst with Martin James & Company, or MJ & Company, an Independent Introducing Broker. Mr. Meyer was withdrawn from MJ & Company as an Associated Person in February 1999. Mr. Meyer left MJ & Company in November, 1998 to form his own firm Meyer, which is currently registered as a commodity trading adviser, commodity pool operator and a introducing broker. As sole principal and president of Meyer, Mr. Meyer is responsible for all trading decisions as well as the day-to-day operations of the investment firm.

Meyer will conduct its trading for its allocation from the Balanced Series through a Trading Company pursuant to Meyer’s Diversified Program.

MEYER INVESTMENT STRATEGY

In managing the accounts of customers, Meyer employs the trading concepts and strategies developed by Mr. Meyer who is the sole manager for Meyer’s accounts. Since the trading methods to be utilized by Mr. Meyer are proprietary and confidential, the discussion that follows is of a general nature and not intended to be exhaustive. In addition, Meyer may refine or change the implementation of its strategy (including but not limited to technical factors, markets traded and or money management principals) without prior notice to or approval by customers. There can be no assurance that Meyer’s approach to trading will yield the same results as it has in the past.

MEYER TRADING PROGRAM

Meyer uses multiple non-correlated technical strategies to manage customer accounts. Meyer believes that future price movements in all markets may be more accurately anticipated by historical price movements within a quantitative or technical analysis than by fundamental economic analysis. Since non-directional and limited price directional trading strategies are employed, major long-term price movements are not necessarily needed for the program to be successful. Rather, diverse models that have yielded good risk/reward characteristics in the past are combined with other uncorrelated models to form a robust trading program that is less dependent on any one particular market characteristic.

The trading strategies and systems utilized by Meyer may be revised from time to time by Meyer as a result of on-going research and development, which seeks to devise new trading strategies and systems as well as test

Balanced App. - 57

methods currently employed. The trading strategies and systems used by Meyer in the future may differ significantly from those presently used, due to the changes, which may result from this research.

Exchanges on which transactions will take place will include, but are not limited to, all exchanges in the United States, as well as non-U.S. exchanges which include, but are not limited to, the London International Financial Futures and Options Exchange Ltd. (LIFFE), the Marche a Terme International de France (France), the Eurex Deutschland (EUREX), the Montreal Exchange (ME), the Tokyo Stock Exchange (TSE), the Singapore International Monetary Exchange (SIMEX), and the Sydney Futures Exchange Ltd (SFE). Decisions concerning the liquidation of positions, the futures interests contracts to be traded and the size of positions to be taken or maintained require the exercise of judgment by Meyer. A decision not to trade certain futures interest contracts due to lack of liquidity or excessive volatility or for any other reason may result at times in clients missing significant profit opportunities which might otherwise have been captured by Meyer.

Risk Management

In view of the volatile nature of futures trading, Meyer adheres to a number of money management principals in an attempt to increase the likelihood of long-term success of the trading program.

Diversification

By committing equity to multiple markets and to different strategies, diversification reduces the dependence of the program on any one particular market or trading system for trading profits. Due to the importance of diversification across different market groups and trading strategies, Meyer suggests a minimum account size of $500,000.

Initial Capital Risk Exposure

Meyer attempts to limit maximum risk per trade to 0.75% of equity. However, there may be circumstances where it is impossible to limit risk as described above. Such a circumstance may be a market that is locked limit up or down, or the occurrence of severe slippage on order execution due to extreme market volatility.

Capital Management

In an attempt to limit client’s exposure to adverse price movements, the average initial margin to equity ratio, at the recommended trading level, is approximately 17%. It is possible that various factors may cause the actual percentage of assets committed to margin at any time to be higher or lower than the expected level.

Instruments Traded

• Interest Rate Interests – U.S. Treasury bond, U.S. 10-year note, U.S. 5-year note, Canadian 10-year bond, Euro Bund, U.K. Long Gilt, Japanese Bond, Australian 10-year bond. Eurodollar, Euribor, Short Sterling, Australian Bank Acceptance

• Currency Interests – British Pound, Japanese Yen, Euro FX, Swiss Franc, Canadian Dollar, Mexican Peso, Australian dollar.

• Metals – gold, silver, aluminum, copper.

• Grains – Chicago wheat, Kansas City wheat, corn, soybeans, soybean oil, soybean meal

• Energy Interests – crude oil, unleaded gasoline, natural gas heating oil.

• Other Commodity Interests – cocoa, coffee, sugar, orange juice, live cattle, lean hogs, and cotton.

Note: The above discussion is of a general nature and is not intended to be exhaustive. Meyer Capital Management may add more markets to its portfolio in the future.

Balanced App. - 58

PAST PERFORMANCE OF MEYER

The Capsule Performance Tables which follow set forth the actual past performance of all client accounts directed by Meyer during the period covered by such tables. PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

Diversified Program

Month	2003		2002		2001		2000		1999		1998
January	8.94	%	-1.21	%	5.02	%	9.74	%	9.44	%	-9.59	%
February	4.56	%	0.48	%	6.18	%	-0.37	%	-4.81	%	8.67	%
March	-9.23	%	-5.26	%	4.11	%	-9.29	%	8.31	%	25.25	%
April	4.56	%	-0.77	%	-4.95	%	21.92	%	17.06	%	-31.79	%
May	6.48	%	4.63	%	1.19	%	8.05	%	-5.27	%	20.87	%
June	-4.14	%	4.73	%	3.14	%	0.57	%	12.10	%	40.02	%
July	0.08	%	2.92	%	4.10	%	-0.89	%	-10.97	%	-18.01	%
August	2.44	%	2.89	%	7.57	%	10.80	%	-2.19	%	47.71	%
September	3.33	%	4.46	%	2.56	%	-0.82	%	0.96	%	0.83	%
October	7.55	%	-4.14	%	1.62	%	-0.96	%	-4.91	%	-8.16	%
November			4.67	%	-10.79	%	7.29	%	8.39	%	46.89	%
December			11.25	%	3.87	%	-1.18	%	-5.52	%	13.92	%
Year to Date	25.69	%	15.00	%	24.54	%	50.26	%	20.08	%	166.59	%

Name of CTA:	Meyer Capital Management, Inc.
Name of Program:	Diversified Program
Date CTA Began Trading Client Accounts:	August 1994
Date CTA Began Trading This Program:	January 1998
No. Accounts in Program:	61
Total Assets Managed by CTA (Actual Funds):	$43,298,468
Total Assets Managed by CTA (Nominal Funds):	$84,431,482
Assets Managed in This Program (Actual Funds):	$43,298,468
Assets Managed in This Program (Nominal Funds):	$84,431,482
Worst Monthly Percentage Draw-down:	31.80% (April 98)
Worst peak-to-valley Draw-down:	31.80% (April 98)
Closed Accounts:	28 (Profitable)
	19 (Unprofitable)
Leverage Employed:	17% (average margin to equity ratio)

The Capsule Performance Table was prepared on the basis of the nominal account size method from 3/99 to 6/00 and on the basis of the fully-funded subset method from 1-98 to 2-99 and from 7-00 to present.

Draw-down means losses experienced by the account over a specified period.

Worst peak-to-valley draw-down means the greatest cumulative percentage decline in month-end net asset value due to losses sustained by the trading program during any period in which the initial month-end net asset value is not equaled or exceeded by a subsequent month-end net asset value.

Balanced App. - 59

GRAHAM SERIES APPENDIX

TO PART I OF THE

PROSPECTUS

OF

THE FRONTIER FUND

(A statutory trust formed under the laws of Delaware)

GRAHAM SERIES-1 UNITS

GRAHAM SERIES-2 UNITS

Commodity Trading Advisor:

Graham Capital Management, L.P.

This Graham Series Appendix (the “Graham Series Appendix”) is dated January 30, 2004.

THE FRONTIER FUND

GRAHAM SERIES-1 UNITS

GRAHAM SERIES-2 UNITS

This Graham Series Appendix to the prospectus, dated January 30, 2004, including all exhibits thereto as the same may be amended and supplemented from time to time, or the Prospectus, of The Frontier Fund, a statutory trust formed under the laws of the state of Delaware, or the Trust, relates to the units of beneficial interest in the Trust, or the Units, designated as Graham Series Units. Capitalized terms used in this Graham Series Appendix and not otherwise expressly defined herein shall have the same respective meanings as set forth in the Prospectus. This Graham Series Appendix must be accompanied by, and read in conjunction with, the Prospectus.

The Graham Series Units are being offered in two (2) Classes. The Graham Series Units in Class 1 (as described in the Prospectus) are designated as the “Graham Series-1 Units,” and the Graham Series Units in Class 2 (as described in the Prospectus) are designated as the “Graham Series-2 Units.” The Trust is offering both the Graham Series-1 Units and the Graham Series-Units pursuant to the Prospectus and this Graham Series Appendix. Prospective Purchasers of the Graham Series-1 Units and Graham Series-2 Units should carefully review the Prospectus and this Graham Series Appendix before determining to purchase such Units.

TRADING ADVISOR

Graham Capital Management, L.P., a Delaware limited partnership, or Graham, acts as the Trading Advisor with respect to the assets allocable to the Graham Series Units. The assets allocable to the Graham Series Units will be contributed to a master trading vehicle of which Graham will act as the Trading Advisor pursuant to the K-4 Program at 150% Leverage, or K-4 (1.5X) Program, described below. It is contemplated that the Trading Advisor may trade other of its trend-following systems for the Graham Series in the future in addition to its K-4 (1.5X) Program.

Background

Graham is an investment manager that actively trades worldwide on a 24-hour basis in the equity, fixed income, currency and commodity markets utilizing securities, futures, forwards and other financial instruments. Graham offers clients various systematic and discretionary global macro trading programs that trade in one or more of those markets as well as strategies that combine two or more of the trading programs. Graham’s systematic trading programs or models produce trading signals on a largely automated basis when applied to market data. In Graham’s discretionary trading programs, trades are determined subjectively on the basis of its traders’ assessment of market conditions rather than through application of an automated system.

Graham was organized on May 26, 1994 in the State of Delaware. Its main business office is located at Stamford Harbor Park, 333 Ludlow Street, Stamford, Connecticut 06902, and it is registered as a commodity pool operator and a commodity trading advisor under the CE Act and has been a member of the NFA since July 27, 1994. Such registration and membership do not imply that the CFTC or the NFA have endorsed Graham’s qualifications to provide the advisory services described herein.

Principals

Kenneth G. Tropin

Mr. Tropin, born in 1953, is the Chairman, founder and a Principal of Graham. Mr. Tropin has been registered as a Principal and Associated Person of Graham since July 1994. As Chairman of Graham, Mr. Tropin is responsible for the investment management strategies of the organization. He has developed Graham’s core trading programs. Prior to organizing Graham in 1996, Mr. Tropin served as the President, Chief

Graham App. - 2

Executive Officer and a Director of John W. Henry & Company, Inc., or JWH, from March 1989 to September 1993. Mr. Tropin was formerly Senior Vice President and Director of Managed Futures and Precious Metals at Dean Witter Reynolds, or DWR, between 1982 and 1989. He joined DWR from Shearson Lehman Brothers Inc. in February 1982 to run the Managed Futures Department, and in October 1984, Mr. Tropin assumed responsibility for Dean Witter Precious Metals as well. In November 1984, Mr. Tropin was appointed President of Demeter Management Corp., an affiliate of Dean Witter Financial Services Inc., which functions as the general partner to and manager of Dean Witter futures funds. During the period Mr. Tropin was President, Demeter grew to be the largest commodity pool operator, in terms of total assets managed, in the United States, with assets of approximately $800 million. In February 1986, Mr. Tropin was instrumental in the foundation of the Managed Futures Trade Association, or MFTA. Mr. Tropin was elected Chairman of the MFTA in March 1986 and held this position until 1991. In June 1987, Mr. Tropin was appointed President of Dean Witter Futures and Currency Management Inc., or DWFCM, an affiliate of Dean Witter Financial Services Inc. DWFCM functions as a commodity trading advisor in the futures and foreign exchange markets. As President of DWFCM, Mr. Tropin was responsible for the development and management of its proprietary trading programs. As President and Chief Executive Officer of JWH, Mr. Tropin was responsible for the management and administration of JWH as well as the management of its trading activities. During his tenure at JWH, assets  under management grew from approximately $200 million to approximately $1.2 billion. In addition to his responsibilities as President and Chief Executive Officer of JWH, Mr. Tropin was President and Chief Executive Officer of JWH Investment Advisory Services, Inc., he was the Chairman of Global Capital Management, a British Virgin Islands company and he was similarly a principal and senior executive of Westport Capital Management Corporation, a commodity pool operator affiliate of JWH. Mr. Tropin also served as Chairman of the Managed Futures Association in 1991 and 1992, the successor organization to the MFTA and the National Association of Futures Trading Advisors.

Paul Sedlack

Mr. Sedlack, born in 1961, is the Chief Executive Officer, General Counsel and a Principal of Graham.  Mr. Sedlack began his career at the law firm of Coudert Brothers in New York in 1986 and was a resident in Coudert’s Singapore office from 1988 to 1989. Prior to joining Graham in June 1998, Mr. Sedlack was a Partner at the law firm of McDermott, Will & Emery in New York, focusing on securities and commodities laws pertaining to the investment management and related industries. Mr. Sedlack received a Juris Doctor from Cornell Law School in 1986 and an M.B.A. in Finance in 1983 and B.S. in Engineering in 1982 from State University of New York at Buffalo.

Michael S. Rulle Jr.

Mr. Rulle, born in 1950, is the President and a Principal of Graham. Until joining Graham in February 2002, Mr. Rulle was President of Hamilton Partners Limited, a private investment company that deployed its capital in a variety of internally managed equity and fixed income alternative investment strategies on behalf of its sole shareholder, Stockton Reinsurance Limited, a Bermuda based insurance company. From 1994 to 1999, Mr. Rulle was Chairman and CEO of CIBC World Markets Corp., the US broker-dealer formerly known as CIBC Oppenheimer Corp. Mr. Rulle served as a member of its Management Committee, Executive Board and Credit Committee and was Co-Chair of its Risk Committee. Business responsibilities included Global Financial Products, Asset Management, Structured Credit and Loan Portfolio Management. Prior to joining CIBC World Markets Corp., Mr. Rulle was a Managing Director of Lehman Brothers and a member of its Executive Committee and held positions of increasing responsibility since 1979. At Lehman, Mr. Rulle founded and headed the firm’s Derivative Division, which grew to a $600 million enterprise by 1994. Mr. Rulle received his M.B.A. from Columbia University in 1979, where he graduated first in his class, and he received his bachelor’s degree from Hobart College in 1972 with a concentration in political science.

Robert E. Murray

Mr. Murray, born in 1961, is the Chief Operating Officer and a Principal at Graham. From 1984 until  June 2003, Mr. Murray held positions of increasing responsibility at various Morgan Stanley entities (and

Graham App. - 3

predecessors), including Managing Director of the Strategic Products Group, Chairman of Demeter Management Corporation (a commodity pool operator that grew to $2.3 billion in assets under management during  Mr. Murray’s tenure) and Chairman of Morgan Stanley Futures & Currency Management Inc. (a commodity trading advisor). Mr. Murray is currently a member of the Board of Directors of the NFA and serves on its Membership and Finance Committees. Mr. Murray has served as Vice Chairman and a Director of the Board of the Managed Futures Association. Mr. Murray received a Bachelor’s Degree in Finance from Geneseo State University in 1983.

Thomas P. Schneider

Mr. Schneider, born in 1961, is an Executive Vice President, the Chief Trader and a Principal of Graham. He joined Graham in 1994 and is responsible for managing Graham’s systematic futures trading operations, including order execution, formulating policies and procedures, and developing and maintaining relationships with independent executing brokers and futures commission merchants, or FCMs. Mr. Schneider has also been an NFA arbitrator since 1989 and has served on the MFA’s Trading and Markets Committee. Mr. Schneider graduated from the University of Notre Dame in 1983 with a B.B.A. in Finance and received his Executive M.B.A. from the University of Texas at Austin in 1994. From June 1985 through September 1993, Mr. Schneider held positions of increasing responsibility at ELM Financial, Inc., a commodity trading advisor in Dallas, Texas, where he was ultimately Chief Trader, Vice President and Principal responsible for 24-hour trading execution, compliance and accounting. In January 1994, Mr. Schneider began working as Chief Trader for Chang Crowell Management Corporation, a commodity trading advisor in Norwalk, Connecticut, where he was responsible for streamlining operations for more efficient order execution, and for maintaining and developing relationships with over 15 FCMs on a global basis.

Robert G. Griffith

Mr. Griffith, born in 1953, has been employed by Graham from 1994 to the present date. He is an Executive Vice President, the Director of Research and a Principal of Graham and focuses primarily on Graham’s trend-following trading systems, including portfolio management, asset allocation and trading system development. Mr. Griffith is also in charge of the day-to-day administration of Graham’s trend- following trading systems. Prior to joining Graham, Mr. Griffith’s company, Veridical Methods, Inc., provided computer programming and consulting services to such firms as GE Capital, Lehman Brothers and Morgan Guaranty Trust. He received his B.B.A. in Management Information systems from the University of Iowa in 1979.

Fred J. Levin

Mr. Levin, born in 1942, is the Chief Economist, a Senior Discretionary Trader and a Principal of Graham specializing in fixed income markets with particular emphasis on short-term interest rates. Prior to joining Graham in March 1999, Mr. Levin was employed as director of research at Aubrey G. Lanston & Co. From 1991 to 1998, Mr. Levin was the chief economist and a trader at Eastbridge Capital. From 1988 to 1991, Mr. Levin was the chief economist and a trader at Transworld Oil. From 1982 to 1988, Mr. Levin was the chief economist, North American Investment Bank at Citibank. From 1970 to 1982, Mr. Levin headed the domestic research department and helped manage the open market desk at the Federal Reserve Bank of New York. Mr. Levin received an M.A. in economics from the University of Chicago in 1968 and a B.S. from the University of Pennsylvania, Wharton School in 1964.

Savvas Savvinidis

Mr. Savvinidis, C.P.A., born in 1962, joined Graham in April 2003 as Chief Financial Officer and Principal. He was Chief Operating Officer of Agnos Group, L.L.C. from January 2001 until February 2003 and had previously served as Director of Operations of Moore Capital Management, Inc., from October 1994 to June 2000, and of Argonaut Capital Management, Inc., from July 1993 to September 1994. From May 1988 to June 1993, he worked at Lehman Brothers and from July 1986 to April 1988, at the North American Investment Bank of Citibank. Upon graduating from St. John’s University with a B. S. in Accounting, Mr. Savvinidis started his

Graham App. - 4

career with Grant Thornton in 1984, where he received his CPA designation in 1986. He is a member of the New York Society of C.P.A.’s.

Robert C. Hill

Mr. Hill, born in 1969, is a Discretionary Trader of Graham specializing in the energy commodity markets. Prior to joining Graham in April 2003, Mr. Hill was employed as a Director of Trading at Duke Energy. From 1994 to 1997, he worked for Enterprise Products Company as a distribution coordinator for energy products. Mr. Hill received an MBA in 1997 from the University of St. Thomas in Houston, Texas and a B.A. in 1992 from Stephen F. Austin State University.

Jason C. Shapiro

Jason C. Shapiro is a Discretionary Trader and a Principal of Graham. He has been registered as a Principal and Associated Person of Graham since November 2003. From January 2002 to October 2003, when he joined Graham, Mr. Shapiro was President of Applied Systematic Trading, where he developed its trading program. Mr. Shapiro worked as a portfolio manager for Chelsey Capital from July 2001 to December 2001 and as a proprietary trader for The Gelber Group from September 2000 to April 2001. He Shapiro served both as a portfolio manager for HCM Capital Management, Inc. and as a principal in Kilgore Capital from the period May 1997 to January 2000. From July 1996 to April 1997, he was engaged in the development of trading programs. He completed the coursework for a Masters of Finance at the London Business School over the 1995-1996 academic year. He worked at the Development Bank of Singapore in Hong Kong (from March 1994 to August 1995), Overseas Chinese Banking Corporation from (from October 1992 to February 1994) and the Hongkong and Shanghai Banking Corporation (from February 1991 to August 1992) in sales and trading positions. Mr. Shapiro received a B.S. in Finance with honors from The University of South Florida in 1989.

KGT, Inc. and KGT Investment Partners, L.P.

The general partner of Graham is KGT, Inc., a Delaware corporation of which Kenneth G. Tropin is the President and sole shareholder. The limited partner of Graham is KGT Investment Partners, L.P., a Delaware limited partnership of which KGT, Inc. is also a general partner and in which Mr. Tropin is the principal investor. KGT, Inc. and KGT Investment Partners became registered as principals of GCM on July 27, 1994.

Mr. Thomas P. Schneider is primarily responsible for making trading decisions on behalf of Graham.

Graham will manage the proceeds of the sale of Graham Series Units pursuant to Graham K-4 (1.5X) Program, which is a diversified portfolio of foreign exchange, global interest rates, stock and commodity futures.

GRAHAM TRADING POLICIES

Graham trades actively in both U.S. and foreign markets, primarily in futures contracts, forward contracts, spot contracts and associated derivative instruments such as options and swaps. Graham engages in exchange for physical (EFP) transactions, which involve the exchange of a futures position for the underlying physical commodity without making an open, competitive trade on an exchange. Graham also may take long and short positions in equity securities, fixed income securities, hybrid instruments, options, warrants, customized contractual agreements and other financial instruments as it endeavors to achieve superior results for investors and enhanced portfolio diversification. Graham at times will trade certain instruments as a substitute for futures or options traded on futures exchanges. Instruments and contracts not traded on any organized exchange may be entered into with banks, brokerage firms or other financial institutions as counterparties. Graham has complete flexibility in the instruments and markets in which it may invest.

At standard leverage, Graham’s systems like its K-4 strategy normally will commit between 10% and 35% of an account’s equity to meet initial margin requirements, and initial margin requirements over time are expected to average 15% to 20%, except as described below. Since the K-4 Program is being traded at 1.5 times standard leverage, its initial margin requirements over time are expected to average 15% to 30%. Margins required to initiate or maintain open positions are established by brokerage firms selected by Graham clients to perform clearing services. The typical margin levels described above are applicable to brokerage arrangements with competitive terms for major institutional customers. Higher margin requirements may be observed under alternative arrangements or when a broker establishes margins exceeding exchange minimum levels.

Graham App. - 5

Graham reserves the right in extraordinary market conditions to reduce leverage and portfolio risk if it feels in its sole discretion that it is in the potential best interest of its clients to do so. While such actions are anticipated to occur very infrequently, no assurance can be given that Graham’s actions will enhance performance. Redemptions will be made from this trading program as of the 15th Business Day and the last Business Day of each month, upon 3 Business Days notice. All other redemptions processed by the Graham Series during a month will come from cash reserves and not from the trading program. Such redemptions from cash reserves ordinarily will have the effect of increasing the leverage.

GRAHAM TRADING PROGRAM

The K4 program was developed in 1998 and commenced trading operations in January 1999. The K4 program uses a mathematical model to identify certain price patterns that have very specific characteristics indicating that there is a high probability that a significant directional move will occur. The K4 program will normally enter or exit a position only when a significant price and volatility spike takes place and is designed to have a high percentage of winning trades. K4 will normally maintain a neutral position in 50% of the markets in the portfolio. The K4 program trades in approximately 65 markets with weightings, as of September 2003, of about 36% in foreign exchange, 27% in global interest rates, 18% in stock index futures, 5% in agricultural futures, 6% in metals and 8% in energy futures.

GRAHAM MARKETS TRADED

Graham trades actively on a 24-hour basis on most global exchanges as well as the 24-hour interbank market for foreign exchange both in the U.S. and abroad. Graham currently executes orders on all the major futures exchanges in New York and Chicago and also trades actively on the Eurex Deutscheland, the International Petroleum Exchange of London Ltd. (IPE), the London Commodity Exchange (LCE), the London International Financial Futures and Options Exchange Ltd. (LIFFE), the London Metal Exchange (LME), the Marché à Terme International de France (MATIF), the Osaka Securities Exchange (OSE), the Sydney Futures Exchange Ltd. (SFE), the Singapore International Monetary Exchange (SIMEX), the Tokyo International Financial Futures Exchange (TIFFE), the Tokyo Commodity Exchange (TOCOM), the Tokyo Stock Exchange (TSE), and other exchanges. Graham conducts on-going research regarding expanding the number of markets it can trade to further its objective of portfolio diversification. From time to time, Graham adds to or deletes markets from its portfolios as on-going research and future market conditions warrant. Graham may decide to trade certain markets and contracts to the exclusion of others in its trading programs, depending on Graham’s views from time to time. The decision to add or subtract markets from any investment program shall be at the sole discretion of Graham. Clients will not be informed of these changes as they occur.

The actual weighting and leverage used in each market will change over time due to liquidity, price action and risk considerations. In addition, Graham re-balances the weighting of each market in its systematic programs on a monthly basis so as to maintain, on a volatility and risk adjusted basis, consistent exposure to each market over time.

MANAGEMENT AND INCENTIVE FEES

Management Fees

The Graham Series Units will pay to the Managing Owner a monthly management fee equal to approximately  ¹/12th of 2.5% of the Graham Series’ Net Asset Value (2.5% annually). The Managing Owner may pay all or a portion of such management fees to Graham.

Incentive Fees

The Graham Series Units will pay to the Managing Owner a quarterly incentive fee of 20% of New High Net Trading Profits generated by such Series, including realized and unrealized gains and losses thereon, as of the close of business on the last day of each calendar quarter. The fee will accrue monthly. The Managing Owner may pay all or a portion of such incentive fees to Graham.

Graham App. - 6

PROJECTED TWELVE MONTH BREAK EVEN ANALYSIS

The table below shows the estimated amount of all fees and expenses which are anticipated to be incurred by a new investor in the Graham Series-1 Units and Graham Series-2 Units during the first twelve months. The total estimated cost and expense load of Graham Series-1 Units and Graham Series-2 Units is expressed as a percentage of $1,000, the amount of a minimum investment in the Trust (other than by IRAs or Benefit Plan Investors). Residents of Texas (including Benefit Plan Investors) have a minimum initial subscription requirement of $5,000. Although the Managing Owner has used actual numbers and good faith estimates in preparing this table, the actual expenses associated with an investment in the Graham Series Units may differ.

	Graham Series-1				Graham Series-2
	Amount —$		Amount —%		Amount —$		Amount —%
Initial Selling Price(1)	$	1,000	100	%	$	1,000	100	%
Syndication and Selling Expenses(2)	$	0	0	%	$	0	0	%
Trust Operating Expenses(3)	$	0	0	%	$	0	0	%
Management Fee(4)	$	25.00	2.50	%	$	25.00	2.50	%
Service Fee(5)	$	30.00	3.00	%	$	0	0	%
Brokerage Commissions and Trading Fees(6)	$	10.60	1.06	%	$	10.60	1.06	%
Incentive Fee(7)	$	7.50	0.75	%	$	0	0	%
Less Interest Income(8)	$	0	0	%	$	0	0	%
Amount of Trading Income Required for the Trust’s Net Asset Value per Unit (Redemption Value) at the End of One Year to Equal the Selling Price per Unit	$	73.10	7.31	%	$	35.60	3.56	%

Notes

(1) The initial selling price per Unit is $100. The amount reflected in the table represents the amount of minimum investment in the Trust (other than IRAs or Benefit Plan investors) because the total costs and expenses as set forth in the break-even analysis are the costs and expenses associated with a minimum investment of $1,000.

(2) Expenses incurred in connection with the organization of the Trust and the offering of Units during the Initial Offering period shall be paid by the Managing Owner without reimbursement.

(3) The Managing Owner pays for all accounting, auditing, legal and routine operational and administrative expenses without reimbursement.

(4) The Managing Owner will receive a monthly management fee of approximately 0.208% (2.50% annually) of the Graham Series’ Net Asset Value, which it will use to pay all management fees payable to the Trading Advisors.

(5) With respect to Class 1 of the Graham Series of Units, as compensation, the Selling Agents will receive an initial service fee at an annual rate of up to 3.0% of the subscription amount of each subscription for Units in Class 1 of the Graham Series sold by them. The initial service fee will be prepaid by the Managing Owner. If you redeem all or a portion of your Units in Class 1 of the Graham Series during the first twelve (12) months following the effective date of their purchase, you will be subject to a redemption fee of up to 3% of the Net Asset Value at which they are redeemed. The amount of the redemption fee associated with each Series at any moment equals the amount of unamortized initial service fee prepaid by the Managing Owner for such Series, and as such the aggregate amount of the redemption fee and the initial service fee cannot exceed 3%. Therefore the break-even analysis does not include a separate entry for the redemption fee.

(6) The Trust, with respect to the Graham Series will pay the Clearing Brokers and the Managing Owner a fee of approximately 1.06% of the Graham Series’ Net Asset Value annually, which will be used to pay all brokerage commissions, plus applicable exchange fees, NFA fees, give up fees and other transaction related fees and expenses charged in connection with the Graham Series’ trading activities and on-going service fees for certain administrative services payable to certain Selling Agents selling Class 2 Units of the Graham Series.

Graham App. - 7

(7) The reason there is an incentive fee amount on Class 1, but not on Class 2, is due to the 3% initial service fee and on-going service fee charged on Class 1 only. The 3% initial service fee and on-going service fee is not deductible on the incentive fee calculation, thereby requiring the Class 1 to make trading profits and to pay a corresponding incentive fee on such trading profits to break even.

(8) The first two percent (2.0%) of interest income earned per annum by the Trust on the Graham Series will be paid to the Managing Owner. In addition, if interest income falls below 0.75%, the Managing Owner will be paid the difference between the Trust’s annualized interest income and 0.75%. Interest income above 2.0% is retained by the Trust.

Graham App. - 8

PAST PERFORMANCE OF GRAHAM

The Capsule Performance Table which follows sets forth the actual past performance of all client accounts directed by Graham during the period covered by the table. PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS

K4 Program At 150% Leverage

Rate of Return
Month	2003	2002	2001	20001	1999
January	8.02%	1.59%	2.72%	2.62%
February	9.21%	-1.73%	7.49%	-6.61%
March	-6.19%	-1.48%	12.96%	1.94%
April	2.08%	-9.59%	-10.15%	0.98%
May	6.45%	5.46%	2.61%	-3.63%
June	-5.80%	-0.77%	-5.39%	2.70%
July	-2.44%	17.43%	-5.34%	0.00%	-2.21%
August	3.99%	7.48%	6.12%	0.00%	4.63%
September	-12.98%	8.66%	19.91%	0.00%	1.20%
October	12.01%	-6.09%	10.32%	0.00%	-5.55%
November		-1.88%	-8.82%	0.00%	0.82%
December		8.37%	3.54%	0.00%	7.60%
Year	12.05%	48.10%	43.14%	-10.05%	8.96%

THE TABLE SET FORTH ABOVE HAS NOT BEEN ADJUSTED TO REFLECT THE FEES AND EXPENSES OF THE GRAHAM SERIES. THE “PRO FORMA COMPOSITE PERFORMANCE TABLE” WHICH FOLLOWS SHOWS THE SAME PERFORMANCE DATA AS SET FORTH ABOVE BUT CONTAINS PRO FORMA ADJUSTMENTS TO REFLECT THE GRAHAM SERIES FEE STRUCTURE. ACCORDINGLY, SUCH TABLE IS MORE REPRESENTATIVE OF THE PERFORMANCE OF THIS PROGRAM HAD GRAHAM TRADED IT FOR THE TRUST, DURING THE TIME PERIOD COVERED.

Name of CTA:	Graham Capital Management, L.P.
Name of Trading Program:	K4 Program at 150% Leverage
Inception of Trading by CTA:	February 2, 1995
Inception of Trading in the Program:	June 1, 1999
Number of Accounts Open:	14
Total Assets Managed by CTA:	$4,219,683,000
Total Assets Traded According to the Program:	$1,231,923,000
Worst Monthly Percentage Drawdown:	-13.62% (September 2003)
Worst Peak-to-Valley Drawdown:	-17.59% (June – September 2003)
Number of Profitable Closed Accounts:	8
Number of Unprofitable Closed Accounts:	1

Draw-down means losses experienced by the account over a specified period.

Worst peak-to-valley draw-down means the greatest cumulative percentage decline in month-end net asset value due to losses sustained by the trading program during any period in which the initial month-end net asset value is not equaled or exceeded by a subsequent month-end net asset value.

1 The 0.00% returns from July 2000 to December 2000 reflects the fact that the program began in June 1999 with one client that closed its account in June 2000. No new clients joined the program again until January 2001. From January 2001 forward, the program has had at least one client participating in it.

See Notes to Performance Information Below

Graham App. - 9

PRO FORMA COMPOSITE PERFORMANCE TABLE FOR

K4 PROGRAM AT 150% LEVERAGE

(Deducting The Frontier Fund Graham Series—Class 1 expenses)

The Capsule Performance Table which follows sets forth the actual past performance of all client accounts directed by Graham during the period covered by the table, pro-forma for the Class 1 expenses of The Frontier Fund. PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

	2003	2002	2001	2000	1999
January	7.49%	0.82%	2.05%	2.98%
February	8.82%	-1.94%	6.78%	-7.50%
March	-6.34%	-1.87%	11.43%	2.04%
April	1.67%	-9.95%	-10.64%	1.25%
May	5.99%	5.25%	2.01%	-3.96%
June	-5.94%	13.43%	-1.12%	-5.42%	2.64%
July	-2.70%	16.40%	-5.77%	0.55%	-2.80%
August	3.55%	7.23%	5.65%	1.87%	5.08%
September	-13.04%	8.20%	16.11%	0.68%	1.07%
October	11.72%	-6.55%	9.11%	1.03%	-6.38%
November		-2.26%	-7.86%	6.11%	0.76%
December		7.96%	2.46%	7.79%	8.84%
Year	8.69%	38.89%	30.32%	6.53%	8.79%

Worst Monthly Percentage Draw-down:    -13.04% (September 2003)

Worst peak-to-valley Draw-down:    -17.59% (May 2003 to September 2003)

The Graham pro forma composite performance was derived from the performance of Graham K-4 (1.5X) Program. Actual gross trading performance (gross realized and unrealized gain/loss before deduction for trading commissions and fees, management fees, any other expenses, and before addition of interest income) is adjusted for the anticipated trading expenses, management fees, initial service fees, on-going service fees, and interest income of the Graham Series of the Frontier Fund. These anticipated items, as an annualized percentage calculated monthly on the adjusted beginning of month net asset value are:

• Brokerage commissions and trading fees: 1.06%

• Management fees: 2.5%

• Initial service fees and on-going service fees: 3.0%

An incentive fee of 20% of New High Net Trading Profits (as defined), earned quarterly, is calculated in the Pro Forma. Also, any interest income in excess of an annualized rate of 2%, based upon the 90-day Treasury Bill rate for each month to the adjusted beginning of month net asset value, is credited in the pro forma.

The gross trading profit used in this table is taken from the Graham K-4 (1.5X) performance table, except for July, 2000, through December, 2000, during which Graham’s K-4 (1.0X) performance table was utilized.

The pro forma used a simulated adjusted beginning of month net asset value (the Trading Advisor’s net performance divided by rate of return for the month, underlying the preceding composite) in order to replicate the same rate of return from the Trading Advisor’s actual performance, adjusted for the Series’ fees, expenses and interest income.

* Draw-down means losses experienced by the account over a specified period.

** Worst peak-to-valley draw-down means the greatest cumulative percentage decline in month-end net asset value due to losses sustained by the trading program during any period in which the initial month-end net asset value is not equaled or exceeded by a subsequent month-end net asset value.

Graham App. - 10

PROGRAMS NOT UTILIZED

The following are programs of Graham that are not anticipated to be utilized by the Frontier Fund.

The following summary performance information presents the composite performance results of the K-4 Program at Standard Leverage for the period from January 1999 through October 2003.

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS

Name of CTA:	Graham Capital Management, L.P.
Name of Trading Program:	K4 Program at Standard Leverage
Inception of Trading by CTA:	February 2, 1995
Inception of Trading in the Program:	January 4, 1999
Number of Accounts Open:	9
Total Assets Managed by CTA:	$4,219,683,000
Total Assets Traded According to the Program:	$947,046,000
Worst Monthly Percentage Draw-down:	-9.07% (September 2003)
Worst Peak-to-Valley Draw-down:	-12.24% (June – September 2003)
Number of Profitable Closed Accounts:	1
Number of Unprofitable Closed Accounts:	0
2003 Compound Rate of Return (10 months):	8.76%
2002 Compound Rate of Return:	29.83%
2001 Compound Rate of Return:	29.56%
2000 Compound Rate of Return:	16.39%
1999 Compound Rate of Return:	7.25%

Draw-down means losses experienced by the account over a specified period.

Worst peak-to-valley draw-down means the greatest cumulative percentage decline in month-end net asset value due to losses sustained by the trading program during any period in which the initial month-end net asset value is not equaled or exceeded by a subsequent month-end net asset value.

See Notes to Performance Information Below

Graham App. - 11

The following summary performance information presents the composite performance results of the Global Diversified Program at Standard Leverage for the period from January 1998 through October 2003.

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS

Name of CTA:	Graham Capital Management, L.P.
Name of Trading Program:	Global Diversified Program at Standard Leverage
Inception of Trading by CTA:	February 2, 1995
Inception of Trading in the Program:	February 2, 1995
Number of Accounts Open:	11
Total Assets Managed by CTA:	$4,219,683,000
Total Assets Traded According to the Program:	$597,042,000
Worst Monthly Percentage Drawdown:	-10.12% (November 2001)
Worst Peak-to-Valley Drawdown:	-16.40% (November 2001 through April 2002)
Number of Profitable Closed Accounts:	10
Number of Unprofitable Closed Accounts:	2
2003 Compound Rate of Return (10 months):	6.69%
2002 Compound Rate of Return:	18.42%
2001 Compound Rate of Return:	7.02%
2000 Compound Rate of Return:	15.83%
1999 Compound Rate of Return:	5.12%
1998 Compound Rate of Return:	12.20%

Draw-down means losses experienced by the account over a specified period.

Worst peak-to-valley draw-down means the greatest cumulative percentage decline in month-end net asset value due to losses sustained by the trading program during any period in which the initial month-end net asset value is not equaled or exceeded by a subsequent month-end net asset value.

See Notes to Performance Information Below

Graham App. - 12

The following summary performance information presents the composite performance results of the Global Diversified Program at 150% Leverage for the period from January 1998 through October 2003.

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS

Name of CTA:	Graham Capital Management, L.P.
Name of Trading Program:	Global Diversified Program at 150% Leverage
Inception of Trading by CTA:	February 2, 1995
Inception of Trading in the Program:	May 1, 1997
Number of Accounts Open:	15
Total Assets Managed by CTA:	$4,219,683,000
Total Assets Traded According to the Program:	$370,202,000
Worst Monthly Percentage Draw-down:	-15.77% (November 2001)
Worst Peak-to-Valley Draw-down:	-24.27% (November 2001 through April 2002)
Number of Profitable Closed Accounts:	14
Number of Unprofitable Closed Accounts:	2
2003 Compound Rate of Return (10 months):	11.02%
2002 Compound Rate of Return:	32.25%
2001 Compound Rate of Return:	12.16%
2000 Compound Rate of Return:	24.33%
1999 Compound Rate of Return:	6.17%
1998 Compound Rate of Return:	17.00%

Draw-down means losses experienced by the account over a specified period.

Worst peak-to-valley draw-down means the greatest cumulative percentage decline in month-end net asset value due to losses sustained by the trading program during any period in which the initial month-end net asset value is not equaled or exceeded by a subsequent month-end net asset value.

See Notes to Performance Information Below

Graham App. - 13

The following summary performance information presents the composite performance results of the Graham Selective Trading Program at Standard Leverage for the period from January 1998 through October 2003.

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS

Name of CTA:	Graham Capital Management, L.P.
Name of Trading Program:	Graham Selective Trading Program at Standard     Leverage
Inception of Trading by CTA:	February 2, 1995
Inception of Trading in Program:	January 7, 1998
Number of Accounts Open:	8
Total Assets Managed by CTA:	$4,219,683,000
Total Assets Traded According to the Program:	$306,646,000
Worst Monthly Percentage Draw-down:	-15.60% (November 2001)
Worst Peak-to-Valley Draw-down:	-21.41% (November 2001 through April 2002)
Number of Profitable Closed Accounts:	0
Number of Unprofitable Closed Accounts:	0
2003 Compound Rate of Return (10 months):	12.63%
2002 Compound Rate of Return:	30.11%
2001 Compound Rate of Return:	0.55%
2000 Compound Rate of Return:	7.07%
1999 Compound Rate of Return:	0.91%
1998 Compound Rate of Return:	25.86%

Draw-down means losses experienced by the account over a specified period.

Worst peak-to-valley draw-down means the greatest cumulative percentage decline in month-end net asset value due to losses sustained by the trading program during any period in which the initial month-end net asset value is not equaled or exceeded by a subsequent month-end net asset value.

See Notes to Performance Information Below

Graham App. - 14

The following summary performance information presents the composite performance results of the Proprietary Matrix Program for the period from June 1999 through October 2003.

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS

Name of CTA:	Graham Capital Management, L.P.
Name of Trading Program:	Proprietary Matrix Program
Inception of Trading by CTA:	February 2, 1995
Inception of Trading in the Program:	June 1, 1999
Number of Accounts Open:	1
Total Assets Managed by CTA:	$4,219,683,000
Total Assets Traded According to the Program:	$729,721,000
Worst Monthly Percentage Draw-down:	-11.16% (November 2001)
Worst Peak-to-Valley Draw-down:	-15.71% (November 2001 through April 2002)
Number of Profitable Closed Accounts:	1
Number of Unprofitable Closed Accounts:	1
2003 Compound Rate of Return (10 months):	5.89%
2002 Compound Rate of Return:	28.10%
2001 Compound Rate of Return:	6.77%
2000 Compound Rate of Return:	15.94%
1999 Compound Rate of Return (7 months):	2.90%
1998 Compound Rate of Return:	N/A

Draw-down means losses experienced by the account over a specified period.

Worst peak-to-valley draw-down means the greatest cumulative percentage decline in month-end net asset value due to losses sustained by the trading program during any period in which the initial month-end net asset value is not equaled or exceeded by a subsequent month-end net asset value.

See Notes to Performance Information Below

Graham App. - 15

The following summary performance information presents the composite performance results of the Fed Policy Program for the period from August 2000 through October 2003.

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS

Name of CTA:	Graham Capital Management, L.P.
Name of Trading Program:	Fed Policy Program
Inception of Trading by CTA:	February 2, 1995
Inception of Trading in the Program:	August 1, 2000
Number of Accounts Open:	1
Total Assets Managed by CTA:	$4,219,683,000
Total Assets Traded According to the Program:	$693,775,000
Worst Monthly Percentage Drawdown:	-3.41% (January 2002)
Worst Peak-to-Valley Drawdown:	-3.41% (January 2002)
Number of Profitable Closed Accounts:	8
Number of Unprofitable Closed Accounts:	0
2003 Compound Rate of Return (10 months):	0.52%
2002 Compound Rate of Return:	17.90%
2001 Compound Rate of Return:	16.88%
2000 Compound Rate of Return (5 months):	2.51%
1999 Compound Rate of Return:	N/A
1998 Compound Rate of Return:	N/A

Draw-down means losses experienced by the account over a specified period.

Worst peak-to-valley draw-down means the greatest cumulative percentage decline in month-end net asset value due to losses sustained by the trading program during any period in which the initial month-end net asset value is not equaled or exceeded by a subsequent month-end net asset value.

See Notes to Performance Information Below

Graham App. - 16

The following summary performance information prevents the composite performance results of the Natural Resource Program for the period from January 1998 through October 2003.

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS

(CLOSED)

Name of CTA:	Graham Capital Management, L.P.
Name of Trading Program:	Natural Resource Program
Inception of Trading by CTA:	February 2, 1995
Inception of Trading in the Program:	September 27, 1996
Number of Accounts Open:	0
Total Assets Managed by CTA:	$4,219,683,000
Total Assets Traded According to the Program:	$0
Worst Monthly Percentage Drawdown:	-6.68% (October 1997)
Worst Peak-to-Valley Drawdown:	-19.22% (February 1997 through November 1997)
Date Trading in Program Ceased:	December 31, 1998.
2003 Compound Rate of Return:	N/A
2002 Compound Rate of Return:	N/A
2001 Compound Rate of Return:	N/A
2000 Compound Rate of Return:	N/A
1999 Compound Rate of Return:	N/A
1998 Compound Rate of Return:	4.71%

The program traded only production-type commodities. The trading approach was based primarily on the philosophy that production commodities are mean-reverting over time.

Draw-down means losses experienced by the account over a specified period.

Worst peak-to-valley draw-down means the greatest cumulative percentage decline in month-end net asset value due to losses sustained by the trading program during any period in which the initial month-end net asset value is not equaled or exceeded by a subsequent month-end net asset value.

See Notes to Performance Information Below

Graham App. - 17

The following summary performance information presents the composite performance results of the International Financial Program for the period from January 1998 through October 2003.

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS

(CLOSED)

Name of CTA:	Graham Capital Management, L.P.
Name of Trading Program:	International Financial Program
Inception of Trading by CTA:	February 2, 1995
Inception of Trading in the Program:	January 2, 1996
Number of Accounts Open:	0
Total Assets Managed by CTA:	$4,219,683,000
Total Assets Traded According to the Program:	$0
Worst Monthly Percentage Drawdown:	-8.41% (June 1998)
Worst Peak-to-Valley Drawdown:	-18.07% (April 1998 through June 1998)
Date Trading in Program Ceased:	December 31, 1998.
2003 Compound Rate of Return:	N/A
2002 Compound Rate of Return:	N/A
2001 Compound Rate of Return:	N/A
2000 Compound Rate of Return:	N/A
1999 Compound Rate of Return:	N/A
1998 Compound Rate of Return:	8.15%

The program concentrated its trading activities in foreign exchange, global interest rates and stock indices.

Draw-down means losses experienced by the account over a specified period.

Worst peak-to-valley draw-down means the greatest cumulative percentage decline in month-end net asset value due to losses sustained by the trading program during any period in which the initial month-end net asset value is not equaled or exceeded by a subsequent month-end net asset value.

See Notes to Performance Information Below

Graham App. - 18

The following summary performance information presents the composite performance results of the Non-Trend Based Program at Standard Leverage for the period from January 1999 through October 2003.

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS

PROGRAM DISCONTINUED 6/15/01

Name of CTA:	Graham Capital Management, L.P.
Name of Trading Program:	Non-Trend Based Program at Standard Leverage
Inception of Trading by CTA:	February 2, 1995
Inception of Trading in the Program:	January 4, 1999
Date Trading on Program Ceased:	June 15, 2001
Number of Accounts Open:	0
Total Assets Managed by CTA:	$4,219,683,000
Total Assets Traded According to the Program:	$0
Worst Monthly Percentage Drawdown:	-5.01% (October 1999)
Worst Peak-to-Valley Drawdown:	-9.52% (January 2001 through June 2001)
2003 Compound Rate of Return:	N/A
2002 Compound Rate of Return:	N/A
2001 Compound Rate of Return (6 months):	-9.54%
2000 Compound Rate of Return:	11.86%
1999 Compound Rate of Return:	0.46%
1998 Compound Rate of Return:	N/A

Draw-down means losses experienced by the account over a specified period.

Worst peak-to-valley draw-down means the greatest cumulative percentage decline in month-end net asset value due to losses sustained by the trading program during any period in which the initial month-end net asset value is not equaled or exceeded by a subsequent month-end net asset value.

See Notes to Performance Information Below

Graham App. - 19

The following summary performance information presents the composite performance results of the Non-Trend Based Program at 150% Leverage for the period from June 1999 through October 2003.

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS

PROGRAM DISCONTINUED 6/15/01

Name of CTA:	Graham Capital Management, L.P.
Name of Trading Program:	Non-Trend Based Program at 150% Leverage
Inception of Trading by CTA:	February 2, 1995
Inception of Trading in the Program:	June 1, 1999
Date Trading in Program Ceased:	June 15, 2001
Number of Accounts Open:	0
Total Assets Managed by CTA:	$4,219,683,000
Total Assets Traded According to the Program:	$0
Worst Monthly Percentage Drawdown:	-8.42% (October 1999)
Worst Peak-to-Valley Drawdown:	-14.33% (June 1999 through October 1999)
2003 Compound Rate of Return:	N/A
2002 Compound Rate of Return:	N/A
2001 Compound Rate of Return (6 months):	-12.95%
2000 Compound Rate of Return:	21.01%
1999 Compound Rate of Return (7 months):	-9.67%
1998 Compound Rate of Return:	N/A

Draw-down means losses experienced by the account over a specified period.

Worst peak-to-valley draw-down means the greatest cumulative percentage decline in month-end net asset value due to losses sustained by the trading program during any period in which the initial month-end net asset value is not equaled or exceeded by a subsequent month-end net asset value.

See Notes to Performance Information Below

Graham App. - 20

The following summary performance information presents the composite performance results of the K5 Program at Standard Leverage for the period from June 2003 through October 2003.

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS

K5 PROGRAM

Name of CTA:	Graham Capital Management, L.P.
Name of Trading Program:	K5 Program at Standard Leverage
Inception of Trading by CTA:	February 2, 1995
Inception of Trading in the Program:	October 28, 2002*
Number of Accounts Open:	2
Total Assets Managed by CTA:	$4,219,683,000
Total Assets Traded According to the Program:	$30,887,000
Worst Monthly Percentage Drawdown:	-9.04% (September 2003)
Worst Peak-to-Valley Drawdown:	-13.50% (June 2003 – September 2003)
2003 Compound Rate of Return (5 months):	-3.04%
2002 Compound Rate of Return:	N/A
2001 Compound Rate of Return:	N/A
2000 Compound Rate of Return:	N/A
1999 Compound Rate of Return:	N/A
1998 Compound Rate of Return:	N/A

Draw-down means losses experienced by the account over a specified period.

Worst peak-to-valley draw-down means the greatest cumulative percentage decline in month-end net asset value due to losses sustained by the trading program during any period in which the initial month-end net asset value is not equaled or exceeded by a subsequent month-end net asset value.

*K5 Program at Standard Leverage commenced trading proprietary capital on October 28, 2002.

See Notes to Performance Information Below

Graham App. - 21

Notes to Performance Information

(1) The reporting of “total assets” managed by Graham or traded according to a particular program reflects the notional funding of accounts. Clients direct Graham to trade their accounts at a specific notional level of trading and it is not the practice of Graham to require clients to disclose how they fund their brokerage account. Accordingly, Graham generally can not determine the amount of cash committed to client accounts.

(2) The Rate of Return percentage for each month is obtained by dividing the net income for the month by the net asset value as of the beginning of the month (including contributions made at the start of the month). In months where asset changes are made mid-month, rates of return are calculated for each segment of the month and compounded. For this purpose, “net income” represents the gross income for the month in question, net of all expenses and performance allocations. The Rate of Return percentage for each year is determined by calculating the percentage return on an investment made as of the beginning of each year. Specifically, a running index is calculated monthly, compounded by the rate of return, the annual percentage being the change in this index for the year divided by the year’s initial index.

(3) Graham advises exempt accounts for qualified eligible clients the performance of which is not included in the composite performance record.

Graham App. - 22

BEACH SERIES APPENDIX

TO PART I OF THE

PROSPECTUS

OF

THE FRONTIER FUND

(A statutory trust formed under the laws of Delaware)

BEACH SERIES-1 UNITS

BEACH SERIES-2 UNITS

Commodity Trading Advisor:

Beach Capital Management Limited

This Beach Series Appendix (the “Beach Series Appendix”) is dated January 30, 2004.

THE FRONTIER FUND

BEACH SERIES-1 UNITS

BEACH SERIES-2 UNITS

This Beach Series Appendix to the prospectus, dated January 30, 2004, including all exhibits thereto as the same may be amended and supplemented from time to time, or the Prospectus, of The Frontier Fund, or the Trust, a statutory trust formed under the laws of the state of Delaware relates to the units of beneficial interest in the Trust, or the Units, designated as Beach Series Units. Capitalized terms used in this Beach Series Appendix and not otherwise expressly defined herein shall have the same respective meanings as set forth in the Prospectus. This Beach Series Appendix must be accompanied by, and read in conjunction with, the Prospectus.

The Beach Series Units are being offered in two (2) Classes. The Beach Series Units in Class 1 (as described in the Prospectus) are designated as the “Beach Series-1 Units,” and the Beach Series Units in Class 2 (as described in the Prospectus) are designated as the “Beach Series-2 Units.” The Trust is offering both the Beach Series-1 Units and the Beach Series-2 Units pursuant to the Prospectus and this Beach Series Appendix. Prospective purchasers of the Beach Series-1 Units and Beach Series-2 Units should carefully review the Prospectus and this Beach Series Appendix before determining to purchase such Units.

TRADING ADVISOR

Beach Capital Management Limited, a limited liability company, or Beach, incorporated in England, acts as the Trading Advisor with respect to the assets allocable to the Beach Series Units. The assets allocable to the Beach Series Units and Beach’s allocation from the proceeds of the sale of the Balanced Series Units will be contributed to a subsidiary limited liability company of which Beach will act as the Trading Advisor pursuant to the Beach Discretionary Program (IXL) described below.

Background

Beach is one of the largest commodity trading advisors in Europe. Beach manages assets for customers around the globe, including banks, retirement plans and funds of funds, in diversified trading programs which trade a wide range of global investments in futures, cash and forward markets, including stock indices, fixed-income instruments, energy, metals, foreign currencies and traditional commodities.

Beach was incorporated on July 1, 1998, in England. Its main business office is located at Cannon Bridge, 25 Dowgate Hill, London, EC4R 2YA, England, United Kingdom, and it is regulated by The Financial Services Authority Limited, or the FSA, registration number 188814. Beach is also registered with the CFTC as a commodity pool operator and commodity trading advisor and has been registered in both capacities since April 6, 2000, and is a member of the NFA, registration number 0299961, also since April 6, 2000. Such registrations and membership do not imply that the FSA, CFTC and NFA have endorsed Beach’s qualifications to provide the advisory services described herein.

Principals

David Beach

David Beach, born in 1964, is the Chief Investment Officer of Beach. Mr. Beach has been registered as a Principal of Beach since April 2000. Mr. Beach has primary responsibility for all investment decisions made by Beach. Mr. Beach began his financial career working for L. Messel & Co (subsequently acquired by Shearson Lehman Brothers Inc.) as a research analyst. In 1989, Mr. Beach moved to Sabre Fund Management Limited, or Sabre, where he was part of the trading team for the main Sabre fund and was allocated initial capital to begin actively managing money in his own program. Mr. Beach moved to join GNI Fund Management Limited, or GNI

Beach App. - 2

in 1994 where he spent the next four (4) years developing and enhancing his trading programs and managing the GNI Technical Program and fund, prior to establishing his own company, Beach, in 1998. Mr. Beach graduated from Kent University with a first class degree in mathematics.

Kelvin Robinson

Kelvin Robinson, born in 1955, is the Chief Executive Officer of Beach. Mr. Robinson has been registered as a Principal of Beach since April 2000. Mr. Robinson is responsible for managing the operations of Beach. Mr. Robinson was managing director of Pilot Software Limited, a software programming company, before joining Sabre as IT Director in 1987. In 1995, Mr. Robinson followed Mr. Beach to GNI and thence to Beach in 1999. Mr. Robinson received his masters degree from the University of California at Los Angeles in 1981.

Morag Law

Morag Law, born in 1971, is the Legal Counsel of Beach. Ms. Law has been registered as a Principal of Beach since December 2003 (status pending). Ms. Law is responsible for legal and compliance issues of Beach. Graduating from Victoria University of Wellington in 1994 with a Law Honours degree and a Bachelor of Arts in Politics, Ms. Law qualified as a Barrister and a Solicitor in New Zealand in 1996 and as a Solicitor in England in 2000. Having extensive experience in corporate, finance and tax law, she joined Beach in 2002 from Aspect Capital Limited, another London based commodity trading advisor. Ms. Law is responsible for all the legal and regulatory issues, is Company Secretary and in February 2003 was appointed a Director of Beach.

Mr. David Beach is primarily responsible for making trading decisions on Behalf of Beach.

Beach will manage the proceeds of the Beach Series Units pursuant to the Beach Discretionary Program, which is a diversified portfolio of global foreign exchange, bond, equity, stock and commodity futures, forwards, spots, swaps and options contracts.

INVESTMENT STRATEGY

Beach will invest in a diversified portfolio of futures and foreign exchanges, avoiding excess exposure to any one market sector, geographical area or any single instrument. Beach employs rigorous technical research and proprietary pattern recognition techniques in over eighty (80) markets. This research is then combined with the input from market, sector and instrument correlations through a rigorously tested money management system. The investment approach and time horizon of Beach is medium-term, rigorously systematized and trend-capturing with continuous active discretionary overlay to reduce risk, anticipate key technical levels, refine gearing and trade entry and exit levels and re-assess portfolio exposure.

TRADING PROGRAM

At the heart of Beach is a disciplined rule-based trading program, based on a number of chart patterns developed and mathematically defined by David Beach. These patterns act as a complete approach to describing how a market is likely to behave. The patterns are of medium-term duration, and their aim is to identify the periods where trends either begin or end.

The basis of the Beach Discretionary Program is one of full diversification, driven by traditional technical analysis where Beach studies price behavior in order to identify a number of chart patterns, seeking to profit from the trends resulting therefrom. The patterns in question take a minimum of five (5) weeks to form and successful trends last from at least twelve (12) weeks to up to a year. Particular emphasis is placed on patterns where the daily chart is supported by favorable short-term charts, which may then give rise not only to a better chance of success but also to a better risk/reward profile, due to the potential of a more significant price move.

Beach App. - 3

The investment procedure begins with daily scanning of a wide range of futures, cash and forward markets—over eighty (80) markets covering stock indices, bonds, interest rates, currencies and commodities. This process is undertaken not only to look for patterns but also to give an overall feel for the general economic climate.

Once the potential pattern is identified and before any position is taken, rigorous checks are undertaken. These checks have two main functions:

(i) to determine the percentage of portfolio assets to be risked, if any at all; and

(ii) to establish a plan of action and a strategy for building up a position.

Trading Levels

Once the initial decision has been made to make an investment, a strategy is established in which critical price levels are identified. This encompasses entry levels and stop loss levels. A plan for building up a position is also developed.

Entry Levels

While the exit from a position may occur at any time (through a stop loss or reversal signal), entry into a position usually takes place over a number of days involving several opening price levels, as the confidence level increases.

Beach is constantly trying to better the entry levels given by the chart patterns, with special emphasis placed on the use of short-term charts. Improving entry levels can significantly impact trading performance since either lower risk levels can be attained and/or larger positions can be established.

Stop Loss Levels

All positions have an initial stop loss set, which will normally not be altered until a trend develops. Once a trend develops, the stop loss level may be moved several times in order to lock in profits. There is no guarantee that such stop loss levels can always be achieved.

Risk Management

A number of strict disciplines concerning risk management are employed and these have been incorporated into the trading program over several years of trading.

First, the percentage of portfolio assets risked for each individual position is limited.

Second, related markets are grouped together (e.g., precious metals, stock markets) and each sector has a limit for the percentage of portfolio assets that can be attached to it.

Third, money management principles are applied to diversify risk across a range of relatively unrelated markets, although when a strong opportunity is identified, the portfolio may become more concentrated. This diversification across different sectors reduces the risk of the program being exposed to adverse price movements in a number of positions prompted by a single event.

Last, there is a limit on the total percentage of portfolio assets that may be utilized as initial margin at any one time across the portfolio.

Beach reserves the right to add markets and exchanges to the available universe of instruments, contracts and exchanges, as it deems appropriate.

Beach App. - 4

Instruments Traded

Interest Rates	Bonds	Currencies Cross Rates
Australian Bank Bills	Australian Bonds	All cross rates are made up by the seven individual currencies listed (Mexican Peso excluded)
Canadian Bills	Canadian Bonds
EuroDollars	Euro Bonds
Euribor	Japanese Bonds
EuroSwiss	US T Bonds
EuroYen	US T Notes
Short Sterling	UK Gilts
US T Bills
Currencies v. US$	Stock Indices	Metals
Australian $	Aus All-Ords	Aluminium
British Pound	CAC 40	Copper
Canadian $	DAX	Gold
Dollar Index	Dow Jones	Lead
EURO Japanese Yen New Zealand $ Swiss Franc Mexican Peso	Dow Jones Euro STX FTSE 100 Hang Seng MIB 30 Nasdaq Nikkei 225 S&P 500 SMI IBEX 35 TOPIX	Nickel Palladium Platinum Silver Tin Zinc
Energy	Livestock, Foods and Fibres	Corn and Oilseed
Brent	CRB Index	Corn
Crude Oil	Cocoa	Oats
Gasoil	Coffee	Wheat
Heating Oil	Sugar	Soybeans
Natural Gas	Orange Juice	Soybean Meal
Unleaded Gasoline	Live Cattle	Soybean Oil
	Feeder Cattle
	Lean Hogs
	Pork Bellies
	Cotton

If the portfolio were fully invested, the Discretionary Programme would have a 20% exposure to currencies, 27% exposure to long and short-term interest rates, 8% exposure to stock indices and a 45% exposure to commodities.

Beach App. - 5

MANAGEMENT AND INCENTIVE FEES

Management Fees

The Beach Series Units will pay to the Managing Owner a monthly management fee equal to approximately  ¹/12th of 2.0% of the Beach Series’ Net Asset Value (2.0% annually). The Managing Owner may pay all or a portion of such management fees to Beach.

Incentive Fees

The Beach Series Units will pay to the Managing Owner a quarterly incentive fee of 20% of New High Net Trading Profits generated by such Series, including realized and unrealized gains and losses thereon, as of the close of business on the last day of each calendar quarter. The fee will accrue monthly. The Managing Owner may pay all or a portion of such incentive fees to Beach.

Beach App. - 6

PROJECTED TWELVE MONTH BREAK EVEN ANALYSIS

The table below shows the estimated amount of all fees and expenses which are anticipated to be incurred by a new investor in the Beach Series-1 Units and Beach Series-2 Units during the first twelve months. The total estimated cost and expense load of Beach Series-1 Units and Beach Series-2 Units is expressed as a percentage of $1,000, the amount of a minimum investment in the Trust (other than by IRAs or Benefit Plan Investors). Residents of Texas (including Benefit Plan Investors) have a minimum initial subscription requirement of $5,000. Although the Managing Owner has used actual numbers and good faith estimates in preparing this table, the actual expenses associated with an investment in the Beach Series Units may differ.

	Beach Series-1				Beach Series-2
	Amount-$		Amount-%		Amount-$		Amount-%
Initial Selling Price(1)	$	1,000	100	%	$	1,000	100	%
Syndication and Selling Expenses(2)	$	0	0	%	$	0	0	%
Trust Operating Expenses(3)	$	0	0	%	$	0	0	%
Management Fee(4)	$	20.00	2.00	%	$	20.00	2.00	%
Service Fee(5)	$	30.00	3.00	%	$	0	0	%
Brokerage Commissions and Trading Fees(6)	$	19.00	1.90	%	$	19.00	1.90	%
Incentive Fee(7)	$	2.50	0.25	%	$	0	0	%
Less Interest Income(8)	$	0	0	%	$	0	0	%
Amount of Trading Income Required for the Trust’s Net Asset Value per Unit (Redemption Value) at the End of One Year to Equal the Selling Price per Unit	$	71.50	7.15	%	$	39.00	3.90	%

Notes

(1) The initial selling price per Unit is $100. The amount reflected in the table represents the amount of minimum investment in the Trust (other than IRAs or Benefit Plan investors) because the total costs and expenses as set forth in the break-even analysis are the costs and expenses associated with a minimum investment of $1,000.

(2) Expenses incurred in connection with the organization of the Trust and the offering of Units during the Initial Offering period shall be paid by the Managing Owner without reimbursement.

(3) The Managing Owner pays for all accounting, auditing, legal and routine operational and administrative expenses without reimbursement.

(4) The Managing Owner will receive a monthly management fee of approximately 0.167% (2.00% annually) of the Beach Series’ Net Asset Value, which it will use to pay all management fees payable to the Trading Advisors.

(5) With respect to Class 1 of the Beach Series of Units, as compensation, the Selling Agents will receive an initial service fee at an annual rate of up to 3.0% of the subscription amount of each subscription for Units in Class 1 of the Beach Series sold by them. The initial service fee will be prepaid by the Managing Owner. If you redeem all or a portion of your Units in Class 1 of the Beach Series during the first twelve (12) months following the effective date of their purchase, you will be subject to a redemption fee of up to 3% of the Net Asset Value at which they are redeemed. The amount of the redemption fee associated with each Series at any moment equals the amount of unamortized initial service fee prepaid by the Managing Owner for such Series, and as such the aggregate amount of the redemption fee and the initial service fee cannot exceed 3%. Therefore the break-even analysis does not include a separate entry for the redemption fee.

(6) The Trust, with respect to the Beach Series will pay the Clearing Brokers and the Managing Owner a fee of approximately 1.90% of the Beach Series’ Net Asset Value annually, which will be used to pay all brokerage commissions, plus applicable exchange fees, NFA fees, give up fees, and other transaction related fees and expenses charged in connection with the Beach Series’ trading activities and on-going service fees for certain administrative services payable to certain Selling Agents selling Class 2 Units of the Beach Series.

Beach App. - 7

(7) The reason there is an incentive fee amount on Class 1, but not on Class 2, is due to the 3% initial service fee and on-going service fee charged on Class 1 only. The 3% initial service fee and on-going service fee is not deductible on the incentive fee calculation, thereby requiring the Class 1 to make trading profits and to pay a corresponding incentive fee on such trading profits to break even.

(8) The first two percent (2.0%) of interest income earned per annum by the Trust on the Beach Series will be paid to the Managing Owner. In addition, if interest income falls below 0.75%, the Managing Owner will be paid the difference between the Trust’s annualized interest income on 0.75%. Interest income above 2.0% is retained by the Trust.

Beach App. - 8

PAST PERFORMANCE OF BEACH

The Capsule Performance Table which follows sets forth the actual past performance of all client accounts directed by Beach during the period covered by the table. PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

Beach Discretionary Program (1XL)

	2003	2002	2001	2000	1999	1998
January	7.85%	-0.41%	0.06%	3.89%	-2.57%	3.90%
February	3.59%	-6.99%	1.58%	1.16%	7.68%	2.11%
March	-5.85%	1.09%	6.82%	-4.04%	-3.55%	8.37%
April	3.31%	-4.08%	-5.50%	0.89%	4.23%	0.25%
May	14.40%	5.63%	0.69%	-0.94%	0.65%	7.48%
June	-4.04%	9.83%	-0.03%	-3.73%	6.45%	2.52%
July	-3.96%	7.83%	-2.67%	-0.48%	2.14%	0.13%
August	-3.32%	2.03%	-0.14%	3.86%	1.01%	7.49%
September	3.52%	5.11%	13.53%	-0.60%	-0.27%	0.58%
October	9.04%	-6.01%	1.57%	1.35%	0.22%	1.64%
November		-2.70%	-5.22%	2.04%	7.74%	-1.76%
December		8.79%	2.74%	7.81%	4.68%	7.45%
Year	25.05%	19.89%	12.71%	11.15%	31.42%	47.51%

THE TABLE SET FORTH ABOVE HAS NOT BEEN ADJUSTED TO REFLECT THE FEES AND EXPENSES OF THE BEACH SERIES. THE “PRO FORMA COMPOSITE PERFORMANCE TABLE” WHICH FOLLOWS SHOWS THE SAME PERFORMANCE DATA AS SET FORTH ABOVE BUT CONTAINS PRO FORMA ADJUSTMENTS TO REFLECT THE BEACH SERIES FEE STRUCTURE. ACCORDINGLY, SUCH TABLE IS MORE REPRESENTATIVE OF THE PERFORMANCE OF THIS PROGRAM HAD BEACH TRADED IT FOR THE TRUST DURING THE TIME PERIOD COVERED.

Name of Trading Advisor:	Beach Capital Management Limited
Name of Program:	Beach Discretionary Program (1XL)
Inception of client account trading by Trading Advisor:	March 1999
Inception of client account trading by David Beach:	June 1989
Inception of client account trading in program:	June 1989
Number of open accounts:	17
Aggregate assets overall:	$1.052 billion
Aggregate assets in program:	$996.5 million
Worst monthly draw-down:	-6.99% (Feb 2002)
Worst peak-to-valley draw-down:	-12.54% (Oct 2001 to April 2002)
Number of profitable closed accounts:	6
Number of unprofitable closed accounts:	1
Leverage Employed:	12% (average margin/equity)

Beach App. - 9

The Rates of Return in this table are representative of the rates of return a composite standard-leverage account would have achieved.

The capsule performance table was prepared based on the fully-funded subset of accounts.

Draw-down means losses experienced by the account over a specified period.

Worst peak to valley draw-down means the greatest cumulative percentage decline in month-end net asset value due to losses sustained by the trading program during any period in which the initial month-end net asset value is not equaled or exceeded by a subsequent month-end net asset value.

Beach App. - 10

PRO FORMA COMPOSITE PERFORMANCE TABLE FOR

Discretionary 1XL Program

(Deducting The Frontier Fund Beach Series—Class 1 expenses)

The Capsule Performance Table which follows sets forth the actual past performance of all client accounts directed by Beach during the period covered by the table, pro-forma for the Class 1 expenses of the Frontier Fund. PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

	2003	2002	2001	2000	1999	1998
January	7.41%	-0.88%	-0.63%	3.58%	-2.53%	3.76%
February	3.13%	-7.36%	1.04%	0.90%	7.11%	2.14%
March	-5.91%	0.67%	6.00%	-4.29%	-3.14%	8.28%
April	2.67%	-4.51%	-6.15%	0.31%	3.62%	0.62%
May	13.48%	5.19%	0.05%	-1.54%	0.62%	6.93%
June	-4.13%	9.26%	-0.63%	-4.26%	5.53%	2.49%
July	-4.52%	7.19%	-3.20%	-1.12%	1.38%	0.19%
August	-3.81%	1.48%	-0.68%	3.26%	0.46%	7.10%
September	3.06%	4.54%	12.87%	-1.21%	-0.65%	0.51%
October	8.27%	-6.49%	0.95%	0.81%	-0.37%	1.52%
November		-3.20%	-5.76%	1.47%	6.98%	-1.70%
December		8.29%	2.14%	7.23%	4.32%	6.75%
Year	19.31%	13.08%	4.71%	4.65%	25.18%	45.39%

Worst Monthly Percentage Draw-down: - -7.36% (February 2002)

Worst peak-to-valley Draw-down: -15.03% (October 2001 to April 2002)

The Beach pro forma composite performance table was derived from the performance of the Beach Discretionary 1XL Program. Actual gross trading performance (gross realized and unrealized gain/loss before deduction for trading commissions and fees, management fees, any other expenses, and before addition of interest income) is adjusted for the anticipated trading expenses, management fees, initial service fees, on-going service fees, and interest income of the Beach Series of the Frontier Fund. These anticipated items, as an annualized percentage calculated monthly on the adjusted beginning of month net asset value are:

• Brokerage commissions and trading fees: 1.9%

• Management fees: 2.0%

• Initial service fees and on-going service fees: 3.0%

An incentive fee of 20% of New High Net Trading Profits (as defined), earned quarterly, is calculated in the pro forma. Also, any interest income in excess of an annualized rate of 2%, based upon applying the 90-day Treasury Bill rate for each month to the adjusted beginning of month net asset value, is credited in the pro forma.

The rates of return in this table are representative of the rates of return a composite standard-leverage account would have achieved.

Beach App. - 11

The pro forma used a simulated adjusted beginning of month net asset value (the Trading Advisor’s net performance divided by rate of return for the month, underlying the preceding composite) in order to replicate the same rate of return from the Trading Advisor’s actual performance, adjusted for the Series’ fees, expenses and interest income.

* Draw-down means losses experienced by the account over a specified period.

** Worst peak to valley draw-down means the greatest cumulative percentage decline in month-end net asset value due to losses sustained by the trading program during any period in which the initial month-end net asset value is not equaled or exceeded by a subsequent month-end net asset value.

Beach App. - 12

PROGRAMS NOT UTILIZED

The following are programs of Beach that are not anticipated to be utilized by The Frontier Fund.

The following summary performance information presents the composite performance results of the Beach Discretionary IXL Fund Limited for the period from November 1999 through October 2003.

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS

Name of Trading Advisor:	Beach Capital Management Limited
Name of Program:	Beach Discretionary 1XL Fund Limited
Inception of Client Account Trading:	March 1999
Inception of Client Account Trading in Program:	November 1999
Number of Accounts Open:	55
Aggregate Assets Overall:	$1.052 billion
Aggregate Assets in Program:	$124.4 million
Worst Monthly Draw-down:	-7.58% (February 2002)
Worst Peak-to-Valley Draw-down:	-14.36% (October 2001-April 2002)
Leverage Employed:	12% (average margin/equity)
2003 Compound Rate of Return (10 months):	23.27%
2002 Compound Rate of Return:	16.61%
2001 Compound Rate of Return:	3.46%
2000 Compound Rate of Return:	5.07%
1999 Compound Rate of Return (2 months):	11.38%
1998 Compound Rate of Return:	N/A

The fund was profitable as of October 31st, 2003

Draw-down means losses experienced by the account over a specified period.

Worst peak-to-valley draw-down means the greatest cumulative percentage decline in month-end net asset value due to losses sustained by the trading program during any period in which the initial month-end net asset value is not equaled or exceeded by a subsequent month-end net asset value.

Beach App. - 13

The following summary performance information presents the composite performance results of the Beach (Discretionary 3XL Fund Limited) for the period from April 1999 through October 2003.

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS

Name of Trading Advisor:	Beach Capital Management Limited
Name of Program:	Beach Discretionary 3XL Fund Limited
Inception of Client Account Trading:	March 1999
Inception of Client Account Trading in Program:	April 1999
Number of Accounts Open:	11
Aggregate Assets Overall:	$1.052 billion
Aggregate Assets in Program:	$15.8 million
Worst Monthly Draw-down:	23.08% (February 2002)
Worst Peak-to-Valley Draw-down:	-41.85% (November 2001-April 2002)
Leverage Employed:	36% (average margin/equity)
2003 Compound Rate of Return (10 months):	65.57%
2002 Compound Rate of Return:	47.59%
2001 Compound Rate of Return:	2.25%
2000 Compound Rate of Return:	5.46%
1999 Compound Rate of Return (9 months):	58.16%
1998 Compound Rate of Return:	N/A

The fund was profitable as of October 31st, 2003

Draw-down means losses experienced by the account over a specified period.

Worst peak-to-valley draw-down means the greatest cumulative percentage decline in month-end net asset value due to losses sustained by the trading program during any period in which the initial month-end net asset value is not equaled or exceeded by a subsequent month-end net asset value.

Beach App. - 14

The following summary performance information presents the composite performance results of the Beach Systematic Program IXL for the period from January 1998 through October 2003.

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS

Name of Trading Advisor:	Beach Capital Management Limited
Name of Program:	Beach Systematic Program 1XL
Inception of Client Account Trading:	March 1999
Inception of Client Account Trading by David Beach	June 1989
Inception of Client Account Trading in Program:	January 1998
Number of Accounts Open:	3
Aggregate Assets Overall:	$1.052 billion
Aggregate Assets in Program:	$40.5 million
Worst Monthly Draw-down:	-9.00% (March 1999)
Worst Peak-to-Valley Draw-down:	-15.51% (March 1999)
Number of Profitable Closed Accounts:	0
Number of Unprofitable Closed Accounts:	0
Leverage Employed:	16% (average margin/equity)
2003 Compound Rate of Return (10 months):	6.80%
2002 Compound Rate of Return:	0.81%
2001 Compound Rate of Return:	6.95%
2000 Compound Rate of Return:	7.70%
1999 Compound Rate of Return:	-1.70%
1998 Compound Rate of Return:	40.63%

Draw-down means losses experienced by the account over a specified period.

Worst peak-to-valley draw-down means the greatest cumulative percentage decline in month-end net asset value due to losses sustained by the trading program during any period in which the initial month-end net asset value is not equaled or exceeded by a subsequent month-end net asset value.

Beach App. - 15

The following summary performance information presents the composite performance results of the Beach Systematic Fund IXL Limited for the period from March 2002 through October 2003.

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS

Name of Trading Advisor:	Beach Capital Management Limited
Name of Program:	Beach Systematic Fund 1XL Limited
Inception of Client Account Trading:	March 1999
Inception of Client Account Trading in Program:	March 2002
Number of Accounts Open:	1
Aggregate Assets Overall:	$1.052 billion
Aggregate Assets in Program:	$8.1 million
Worst Monthly Draw-down:	-8.19% (October 2002)
Worst Peak-to-Valley Draw-down:	-15.38% (June 2003-August 2003)
Leverage Employed:	16% (average margin/equity)
2003 Compound Rate of Return (10 months):	6.46%
2002 Compound Rate of Return (10 months):	3.73%
2001 Compound Rate of Return:	N/A
2000 Compound Rate of Return:	N/A
1999 Compound Rate of Return:	N/A
1998 Compound Rate of Return:	N/A

The fund was profitable as of October 31st, 2003

Draw-down means losses experienced by the account over a specified period.

Worst peak-to-valley draw-down means the greatest cumulative percentage decline in month-end net asset value due to losses sustained by the trading program during any period in which the initial month-end net asset value is not equaled or exceeded by a subsequent month-end net asset value.

Beach App. - 16

The following summary performance information presents the composite performance results of the Beach Fund Limited (IXL) for the period from March 2002 through October 2003.

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS

Name of Trading Advisor:	Beach Capital Management Limited
Name of Program:	Beach Fund Limited (1XL)
Inception of Client Account Trading:	March 1999
Inception of Client Account Trading in Program:	March 2002
Number of Accounts Open:	2
Aggregate Assets Overall:	$1.052 billion
Aggregate Assets in Program:	$28.5 million
Worst Monthly Draw-down:	-7.45% (March 2003)
Worst Peak-to-Valley Draw-down:	13.29% (June 2003-August 2003)
Leverage Employed:	16% (limited average margin/equity)
2003 Compound Rate of Return (10 months):	17.29%
2002 Compound Rate of Return (10 months):	18.36%
2001 Compound Rate of Return:	N/A
2000 Compound Rate of Return:	N/A
1999 Compound Rate of Return:	N/A
1998 Compound Rate of Return:	N/A

The fund was profitable as of October 31st, 2003

Draw-down means losses experienced by the account over a specified period.

Worst peak-to-valley draw-down means the greatest cumulative percentage decline in month-end net asset value due to losses sustained by the trading program during any period in which the initial month-end net asset value is not equaled or exceeded by a subsequent month-end net asset value.

Beach App. - 17

C-VIEW CURRENCY SERIES APPENDIX

TO PART I OF THE

PROSPECTUS

OF

THE FRONTIER FUND

(A statutory trust formed under the laws of Delaware)

C-VIEW CURRENCY SERIES-1 UNITS

C-VIEW CURRENCY SERIES-2 UNITS

Commodity Trading Advisor:

C-View International Limited

This C-View Currency Appendix (the “C-View Currency Appendix”) is dated January 30, 2004.

THE FRONTIER FUND

C-VIEW CURRENCY SERIES-1 UNITS

C-VIEW CURRENCY SERIES-2 UNITS

This C-View Currency Series Appendix to the prospectus, dated January 30, 2004, including all exhibits thereto as the same may be amended and supplemented from time to time, or the Prospectus, of The Frontier Fund, a statutory trust formed under the laws of the state of Delaware, or the Trust, relates to the units of beneficial interest in the Trust, or the Units, designated as C-View Currency Series Units. Capitalized terms used in this C-View Currency Series Appendix and not otherwise expressly defined herein shall have the same respective meanings as set forth in the Prospectus. This C-View Currency Series Appendix must be accompanied by, and read in conjunction with, the Prospectus.

The C-View Currency Series Units are being offered in two (2) Classes. The C-View Currency Series Units in Class 1 (as described in the Prospectus) are designated as the “C-View Currency Series-1 Units,” and the C-View Currency Series Units in Class 2 (as described in the Prospectus) are designated as the “C-View Currency Series-2 Units.” The Trust is offering both the C-View Currency Series-1 Units and the C-View Currency Series-2 Units pursuant to the Prospectus and this C-View Currency Series Appendix. Prospective Purchasers of the C-View Currency Series-1 Units and C-View Currency Series-2 Units should carefully review the Prospectus and this C-View Currency Series Appendix before determining to purchase such Units.

TRADING ADVISOR

C-View International Limited (formerly Phoenix Services International Limited), a British Virgin Island company, or C-View, acts as the Trading Advisor with respect to the assets allocable to the C-View Currency Series Units. The assets allocable to the C-View Currency Series Units and C-View’s allocation from the proceeds of the sale of the Balanced Series Units will be contributed to a subsidiary limited liability company of which C-View will act as the Trading Advisor pursuant to the Currency Program(1x&3x) Program described below.

Background

C-View was incorporated in the British Virgin Islands on September 12, 1997. C-View has been a member of the NFA and has been registered with the CFTC as a commodity trading advisor since April 9, 1998. It has also been registered with the CFTC as a commodity pool operator since April 10, 2003. C-View has been a registered commodity trading advisor under the CE Act. Its main business office is located at P.O. Box 659, International Trust Building, Road Town, Tortola, British Virgin Islands. Such registration and membership do not imply that the CFTC or the NFA have endorsed C-View’s qualifications to provide the advisory services described herein. C-View currently offers a program which trades spot and forward foreign exchange in the interbank market, NDF’s (non deliverable forwards) and OTC currency options.

Principals

Alan Paul Chappell

Paul Chappell, born in 1954, is the Chief Executive Officer and Senior Trader at C-View and has been involved in the currency market since 1974. Mr. Chapell has been registered as an Associated Person and Principal of C-View since April 1998. Mr. Chapell was originally employed as a manager at Hambros Bank in London, where he became involved initially in foreign exchange marketing and subsequently went into trading. In 1978, he joined Chemical Bank in London as a trader and then assumed responsibility for FX Spot Trading activities. He was later promoted and transferred to Frankfurt as a Foreign Exchange Manager.

C-View Currency App. - 2

In 1985, he was hired by Bank of America in London to develop the London Foreign Exchange Trading operations and later was given the responsibility of Head of Foreign Exchange Trading for Europe, Middle East and Africa. In 1994, Mr. Chapell was given the role of Global Product Manager for Foreign Exchange. In this position he coordinated the development, structure and customer service of 23 FX Trading operations in all the major global locations and was directly and indirectly responsible for a total of more than 450 FX operatives world-wide. He was also at the forefront of development of the Electronic Brokering System, or EBS, in association with a number of other leading banks which today commands 35% of the total of all brokered interbank spot market FX deals. From May 1997 to March 1999, Mr. Chapell was an investment advisor to Liquinvest Ltd.

In September 1996, Mr. Chappell left the banking Industry and set up C-View. C-View is regulated by the Securities and Futures Authority as an Investment Advisory Company.

Lauwerus R. van Eesteren

Mr. Eesteren, born in 1959, joined C-View in May 2001 and is a Director at C-View. Prior to joining C-View, he was at Dresdner Kleinwort Wasserstein, London, where he ran Foreign Exchange Proprietary Trading from 1998 to 2001. Mr. Eesteren started his financial career at Salomon Brothers (formerly Philipp Brothers) in New York, and then became a Senior Proprietary Trader and Global Head of Currency Options at the Bank of America, London, New York and Tokyo. He then became an Executive Director and Senior Proprietary trader at the Union Bank of Switzerland, London and afterwards joined Nationsbank in Chicago and London as a Senior Proprietary Trader and Senior Vice President. Mr. Van Eesteren holds a Masters Degree of International Management from ‘Thunderbird’, Graduate School of International Management and a Bachelor of Arts from the University of Pudget Sound, completing three years of studies at Nijenrode, the Netherlands School of Business.

Mark A. Clarke

Mr. Clarke, born in 1964, is a senior trader and about to become a Principal of C-View. Mr. Clarke has been actively trading foreign exchange for the past 16 years and began his trading career in 1986, specializing in spot USD/JPY at Bank of America. Mr. Clarke was a high profile and extremely successful trader, being recruited by several top houses including UBS and First Chicago to both trade and build their foreign exchange business during the late 1980’s and 1990’s. Prior to joining C-View in 2002, Mr. Clarke worked at Credit Agricole Indosuez (“CAI”) in London for 6 years where he was globally responsible for foreign exchange trading. Mr. Clarke was instrumental in shaping CAI’s e-commerce platform and sat on the board of FXall. Mr. Clarke graduated summa cum laude in 1986, with a B.Sc. (Hon) Business Economics from the University of Wales.

Quinn Joseph Hebert

Mr. Herbert, born in 1963, is a director at C-View. He was a corporate associate at the law firm of Jones, Walker, Waechter, Poitevent, Carrere and Denegre law firm in New Orleans, Louisiana from 1988 to 1993. He handled general corporate advices and various mergers and acquisitions transactions including initial public offerings, debt offerings and various financial restructuring transactions. Thereafter he joined Ceanic Corporation (formerly American Oilfield Divers, Inc.), or Ceanic, in Houston, Texas., as a V.P. and General Counsel from 1993 to 1998. While at Ceanic, he was a member of a four person Executive Committee responsible for the strategic direction of company. Ceanic was acquired by Stolt Comex Seaway S.A., or SCS, in August 1998. From November 1998 to the present, Mr. Hebert served as the President and CEO for SCS’s North Americas Region, where he handles the traditional duties of President/CEO and is responsible for profit and loss of USD$200 million plus annual revenues, 1,000 plus full time employees and USD$175 million of operating assets.

Mr. Herbert received his B.A., summa cum laude, from Louisiana State University in 1985 and a Juris Doctor from Boston College Law School in May 1988. While at Boston College Law School, he was the

C-View Currency App. - 3

Executive Editor of the Boston College International and Comparative Law Review. Mr. Herbert is admitted to practice law in the State of Louisiana and is a member of American Bar Association and the American Corporate Counsel Association.

Jan Vos Tjeerd

Mr. Vos Tjeerd, born in 1956, is a general partner at C-View. Mr. Vos Tjeerd has been registered as a Principal of C-View since March 2003. Mr. Vos Tjeerd was a director at Credit Suisse First Boston from 1995 to 1998 where he set up and managed proprietary trading in New York and London. From 1998-2000 Mr. Vos Tjeerd was the vice president of proprietary trading at Commerzbank A.G. From 2000-2001, he was the director of proprietary trading at Barclay’s Capital in London. Prior to joining C-View, Mr. Vos Tjeerd was the CEO of wholesale hardware business responsible for finance and large client sales at Woodworker’s Tool and Supply in Houston.

Pinnacle Trust

Pinnacle Trust is a discretionary trust set up in March 1993 which is the beneficial owner of C-View. Pinnacle Trust has been registered as a Principal of C-View since January 2003.

Mr. Paul Chappell is primarily responsible for making trading decision at C-View.

C-View will manage the proceeds of the sale of C-View Currency Series Units pursuant to the C-View Limited 3X program.

C-VIEW INVESTMENT STRATEGY AND TRADING PROGRAM

The C-View Currency Program (1x & 3x)’s approach is discretionary, based on a combination of fundamental analysis, technical analysis and market psychology. The intention is to capture profits from short to medium-term price trends while maintaining profitability in ranging markets.

The trading methods and strategies utilized by C-View are proprietary and confidential. As a result the following discussion is necessarily of a general nature and is not intended to be exhaustive. C-View reserves the right to alter any trading strategy or method without prior approval by or notice to its clients.

C-View aims to maximize returns through the active trading of foreign exchange in the interbank spot, forward and options markets. Profits are sought from fluctuations in exchange rates, and from the differentials in interest rates reflected in the value of currencies. The approach is discretionary, combining fundamental analysis, technical analysis and an understanding of market psychology. In addition, C-View accesses flow information from major dealing rooms to assist in determining market views.

C-View favors a portfolio approach that enables maximum profits to be generated within a disciplined, low-risk environment. This is accompanied by short term trading in the major currencies from both a portfolio hedging and an opportunistic perspective. C-View will carefully analyze the relative values of a wide range of currencies and construct a portfolio of positions when risk/return ratios appear to be above average. The positions are based on the potential for currencies to appreciate or depreciate. This approach may be supplemented by the running of positions for yield; from time to time there are sizeable differences in interest rates between currencies, but subdued or beneficial exchange rate movements. These positions are taken on an outright basis using forwards and NDF’s (non deliverable forwards) of up to three months. On occasion, C-View will undertake longer dated forwards and options.

Currency options are used sparingly for two purposes. Vanilla options are used to prolong a strategy that has reached its cash objective or to provide protection for a potentially volatile position. Both vanilla and second

C-View Currency App. - 4

generation options are used to express a view within a framework of limited risk. Strategies are employed that provide pre-determined maximum profit and loss values and are used so that no option strategy undertaken has an unlimited downside.

C-View supplements the portfolio strategy with shorter term, opportunistic trading of the major currencies. This is not only when currencies are fluctuating within a pre-determined trading range, but may also be when a particular short-term trend is identified. C-View may occasionally trade the minor currencies where range characteristics similar to the majors are identified, but this depends on the prevailing liquidity and spread of price.

Positions are usually exited when targets are achieved, the pre-set loss limit is reached, or the market behaves differently from expectations. C-View will sometimes take a contrarian approach, selling into extended rallies, buying in on sell -offs and taking advantage of opportunities when market information indicates overwhelming sentiment in a particular direction.

C-View will undertake exposure in any liquid, convertible currency and also those with spot convertibility and an NDF (non-deliverable forward) market. A series of modifiers are used to determine the maximum position taken in any one currency. The main modifiers applied in both spot and forward markets are those of liquidity, volatility and predictability. C-View will not, however, undertake all available positions at once or put on a sizeable exposure in the same day. The overall risk analysis for the total exposure is the ultimate constraint.

Irrespective of C-View’s overall opinion on a currency, positions are established or reduced primarily on a tactical basis.

There are obvious hedge currencies or relationships that are used alongside each currency. In addition, risk factors may be mitigated by having cross positions, some of which are predominantly for yield; this tends to lead to larger nominal positions. For example, a carry trade involving the holding of a currency against the components of its basket has different risk characteristics to USD/EUR, and may yield returns from the interest differential. In some instances the interest differential may be sufficiently large to offset the risk of anything but reasonably sizeable exchange rate movements, as for example in the case of the Hungarian Forint or the Polish Zloty.

Leverage is used to enhance total returns. The program allows a maximum leverage of 4 times the net assets, however, the actual amount of leverage will be dictated by the use of risk management technology detailed below. Typically, the program is leveraged less than this maximum.

C-View plans to continue the testing and reworking of its trading methodology and, therefore, retains the discretion to revise any method or strategy, including the technical or fundamental trading factors used, forex interests traded and/or the money management principles applied. Such revisions, unless deemed material, will not be made known to clients.

Risk Management Activities

In order to achieve the risk management process C-View maintains a comprehensive risk management facility in order to review daily the currency and currency option exposures which it holds. This facility utilizes what is becoming industry standard volatility analysis assessing value-at-risk, or VAR, or earnings-at-risk, or EAR. The delta values of currency options are incorporated into the process.

Currencies Traded

Major Currencies    Australia (AUD), Canada (CAN), Eur (EUR), Japan (JPY), Switzerland (CHF), United Kingdom (GBP)

C-View Currency App. - 5

Minor Currencies    Argentina (ARG), Brazil (BRA), China (CNY), Czech Rep (CZK), Denmark (DKR), Greece (GRD), Hong Kong (HKD), Hungary (HUF), India (INR), Indonesia (IDR), Mexican (MXP). New Zealand (NZD), Norway (NOK), Philippines (PHP), Poland (PLZ), Saudi Arabia (SAR), Singapore (SGD), South Africa (ZAR), South Korea (KRW), Sweden (SEK), Taiwan (TWD), Thailand (THB), Turkey (TRL)

MANAGEMENT AND INCENTIVE FEES

Management Fees

The C-View Currency Series Units will pay to the Managing Owner a monthly management fee equal to approximately  ¹/12th of 2.0% of the C-View Currency Series’ Net Asset Value (2.0% annually). The Managing Owner may pay all or a portion of such management fees to C-View.

Incentive Fees

The C-View Currency Series Units will pay to the Managing Owner a quarterly incentive fee of 20% of New High Net Trading Profits generated by such Series, including realized and unrealized gains and losses thereon, as of the close of business on the last day of each calendar quarter. The fee will accrue monthly. The Managing Owner may pay all or a portion of such incentive fees to C-View.

C-View Currency App. - 6

PROJECTED TWELVE MONTH BREAK EVEN ANALYSIS

The table below shows the estimated amount of all fees and expenses which are anticipated to be incurred by a new investor in the C-View Currency Series-1 Units and C-View Currency Series-2 Units during the first twelve months. The total estimated cost and expense load of C-View Currency Series-1 Units and C-View Currency Series-2 Units is expressed as a percentage of $1,000, the amount of a minimum investment in the Trust (other than by IRAs or Benefit Plan Investors). Residents of Texas (including Benefit Plan Investors) have a minimum initial subscription requirement of $5,000. Although the Managing Owner has used actual numbers and good faith estimates in preparing this table, the actual expenses associated with an investment in the C-View Currency Series Units may differ.

Breakeven Table

	C-View Currency Series-1				C-View Currency Series-2
	Amount-$		Amount-%		Amount-$		Amount-%
Initial Selling Price(1)	$	1,000	100	%	$	1,000	100	%
Syndication and Selling Expenses(2)	$	0	0	%	$	0	0	%
Trust Operating Expenses(3)	$	0	0	%	$	0	0	%
Management Fee(4)	$	20.00	2.00	%	$	20.00	2.00	%
Service Fee(5)	$	30.00	3.00	%	$	0	0	%
Brokerage Commissions and Trading Fees(6)	$	5.00	0.50	%	$	5.00	0.50	%
Incentive Fee(7)	$	2.50	0.25	%	$	0	0	%
Less Interest Income(8)	$	0	0	%	$	0	0	%
Amount of Trading Income Required for the Trust’s Net Asset Value per Unit (Redemption Value) at the End of One Year to Equal the Selling Price per Unit	$	57.50	5.75	%	$	25.00	2.50	%

Notes

(1) The initial selling price per Unit is $100. The amount reflected in the table represents the amount of minimum investment in the Trust (other than IRAs or Benefit Plan investors) because the total costs and expenses as set forth in the break-even analysis are the costs and expenses associated with a minimum investment of $1,000.

(2) Expenses incurred in connection with the organization of the Trust and the offering of Units during the Initial Offering period shall be paid by the Managing Owner without reimbursement.

(3) The Managing Owner pays for all accounting, auditing, legal and routine operational and administrative expenses without reimbursement.

(4) The Managing Owner will receive a monthly management fee of approximately 0.167% (2.00% annually) of the C-View Currency Series’ Net Asset Value, which it will use to pay all management fees payable to the Trading Advisors.

(5) With respect to Class 1 of the C-View Currency Series of Units, as compensation, the Selling Agents will receive an initial service fee at an annual rate of up to 3.0% of the subscription amount of each subscription for Units in Class 1 of the C-View Currency Series sold by them. The initial service fee will be prepaid by the Managing Owner. If you redeem all or a portion of your Units in Class 1 of the C-View Currency Series during the first twelve (12) months following the effective date of their purchase, you will be subject to a redemption fee of up to 3% of the Net Asset Value at which they are redeemed. The amount of the redemption fee associated with each Series at any moment equals the amount of unamortized initial service fee prepaid by the Managing Owner for such Series, and as such the aggregate amount of the  redemption fee and the initial service fee cannot exceed 3%. Therefore the break-even analysis does not include a separate entry for the redemption fee.

C-View Currency App. - 7

(6) The Trust, with respect to the C-View Currency Series will pay the Clearing Brokers and the Managing Owner a fee of approximately 0.50% of the C-View Currency Series’ Net Asset Value annually, which will be used to pay all brokerage commissions, plus applicable exchange fees, NFA fees, give up fees and other transaction related fees and expenses charged in connection with the C-View Currency Series’ trading activities and on-going service fees for certain administrative services payable to certain Selling Agents selling Class 2 Units of the C-View Currency Series.

(7) The reason there is an incentive fee amount on Class 1, but not on Class 2, is due to the 3% initial service fee and on-going service fee charged on Class 1 only. The 3% initial service fee and on-going service fee is not deductible on the incentive fee calculation, thereby requiring the Class 1 to make trading profits and to pay a corresponding incentive fee on such trading profits to break even.

(8) The first two percent (2.0%) of interest income earned per annum by the Trust on the C-View Currency Series will be paid to the Managing Owner. In addition, if interest income falls below 0.75%, the Managing Owner will be paid the difference between the Trust’s annualized interest income and 0.75%. Interest income above 2.0% is retained by the Trust.

C-View Currency App. - 8

PAST PERFORMANCE OF C-VIEW

The Capsule Performance Table which follows sets forth the actual past performance of all client accounts directed by C-View during the period covered by the table. PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

C-View Limited 3X Program

	YTD	2002	2001	2000	1999	1998
January	-2.44%	0.26%	2.70%	0.15%	0.78%	3.99%
February	0.20%	-1.93%	1.41%	0.96%	-0.15%	3.66%
March	0.90%	1.29%	-0.57%	-1.02%	5.49%	-4.74%
April	0.78%	0.89%	1.17%	0.18%	0.69%	2.31%
May	0.03%	2.33%	2.43%	1.02%	-0.54%	-0.60%
June	-1.44%	1.32%	2.55%	-0.24%	5.40%	12.42%
July	0.44%	1.13%	2.36%	0.84%	0.96%	10.74%
August	0.68%	-0.18%	1.96%	1.38%	1.38%	-5.07%
September	1.37%	0.44%	0.56%	0.99%	0.99%	10.71%
October	0.065%	-0.09%	-1.99%	-2.34%	1.95%	4.86%
November		0.76%	1.24%	0.99%	0.51%	0.90%
December		0.14%	0.98%	1.35%	3.09%	-1.47%
Year	0.52%	6.47%	15.72%	4.27%	22.35%	42.44%

THE TABLE SET FORTH ABOVE HAS NOT BEEN ADJUSTED TO REFLECT THE FEES AND EXPENSES OF THE C-VIEW CURRENCY SERIES. THE “PRO FORMA COMPOSITE PERFORMANCE TABLE” WHICH FOLLOWS SHOWS THE SAME PERFORMANCE DATA AS SET FORTH ABOVE BUT CONTAINS PRO FORMA ADJUSTMENTS TO REFLECT THE C-VIEW CURRENCY SERIES FEE STRUCTURE. ACCORDINGLY, SUCH TABLE IS MORE REPRESENTATIVE OF THE PERFORMANCE OF THIS PROGRAM HAD C-VIEW TRADED IT FOR THE TRUST, DURING THE TIME PERIOD COVERED.

Name of CTA:	C-View International Limited
Name of Trading Program:	C-View Limited 3X Program
Inception of Trading:	Oct. 1996
Inception of this Program:	Oct. 2000
Current Total Assets under Management as of October 31st 2003:	$132 million
Current Total Assets in this Program as of October 31st 2003:	$106 million
Worst Monthly Draw-down:	-5.07% (Aug 2003)
Worst Peak-to-Valley Draw-down:	-5.07% (July 1998 to Aug 1998)
Number of Accounts Traded Pursuant to Program as of October 31st 2003:	2
Number Closed with Profit:	0
Number Closed with Loss:	1
Leverage Employed:	1.3 (average)

Rates of Return are calculated by dividing net performance for the period by beginning net asset value plus the time-weighted value additions and withdrawals for the period. The annual Rates of Return are shown on a compounded basis.

The Capsule Performance Table below was prepared based on notionally funded subset of accounts.

Draw-down means losses experienced by the account over a specified period.

Worst peak-to-valley draw-down means the greatest cumulative percentage decline in month-end net asset value due to losses sustained by the trading program during any period in which the initial month-end net asset value is not equaled or exceeded by a subsequent month-end net asset value.

C-View Currency App. - 9

PRO FORMA COMPOSITE PERFORMANCE TABLE FOR

3X PROGRAM

(Deducting The Frontier Fund C-View Currency Series—Class 1 expenses)

The Capsule Performance Table which follows sets forth the actual past performance of all client accounts directed by C-View during the period covered by the table, pro-forma for the Class 1 expenses of The Frontier Fund. PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

	2003		2002		2001		2000		1999		1998
January	-3.36	%	-0.20	%	2.59	%	-0.40	%	0.42	%	3.75	%
February	-0.49	%	-2.64	%	0.98	%	0.55	%	-0.50	%	3.43	%
March	0.54	%	1.08	%	-1.06	%	-1.81	%	5.11	%	-4.92	%
April	0.50	%	0.60	%	0.62	%	-0.33	%	0.26	%	2.07	%
May	-0.40	%	1.90	%	1.79	%	0.73	%	-1.05	%	-0.95	%
June	-2.21	%	0.85	%	1.72	%	-0.80	%	5.02	%	12.01	%
July	0.07	%	0.61	%	1.47	%	0.51	%	0.54	%	10.37	%
August	0.36	%	-0.72	%	1.30	%	1.22	%	0.96	%	-5.36	%
September	1.23	%	-0.07	%	-0.02	%	0.72	%	0.56	%	10.32	%
October	-0.36	%	-0.66	%	-2.97	%	-3.34	%	1.51	%	4.45	%
November			0.38	%	0.82	%	0.77	%	0.05	%	0.52	%
December			-0.31	%	0.71	%	1.17	%	2.53	%	-1.78	%
Year	-4.13	%	0.75	%	8.12	%	-1.11	%	16.30	%	37.30	%

*Worst Monthly Percentage Draw-down:	-5.36% (August 1998)
**Worst Peak-to-Valley Draw-down:	-6.66% (July 2002 to June 2003)

The C-View pro forma composite performance table was derived from the performance of the C-View Limited 3X Program. Actual gross trading performance (gross realized and unrealized gain/loss before deduction for trading commissions and fees, management fees, any other expenses, and before addition of interest income) is adjusted for the anticipated trading expenses, management fees, initial service fees, on-going service fees, and interest income of the C-View Series of the Frontier Fund. These anticipated items, as an annualized percentage calculated monthly on the adjusted beginning of month net asset value are:

• Brokerage commissions and trading fees: 0.5%

• Management fees: 2.0%

• Initial service fees and on-going service fees: 3.0%

An incentive fee of 20% of New High Net Trading Profits (as defined), earned quarterly, is calculated in the pro forma. Also, any interest income in excess of an annualized rate of 2%, based upon the 90-day Treasury Bill rate for each month to the adjusted beginning of month net asset value, is credited in the pro forma.

The rates of return in this table are representative of the rates of return a composite account leveraged at 300% would have achieved.

The pro forma used a simulated adjusted beginning of month net asset value (the Trading Advisor’s net performance divided by rate of return for the month, underlying the preceding composite) in order to replicate the same rate of return from the Trading Advisor’s actual performance, adjusted for the Series’ fees, expenses and interest income.

* Draw-down means losses experienced by the account over a specified period.

**Worst peak-to-valley draw-down means the greatest cumulative percentage decline in month-end net asset value due to losses sustained by the trading program during any period in which the initial month-end net asset value is not equaled or exceeded by a subsequent month-end net asset value.

C-View Currency App. - 10

PROGRAMS NOT UTILIZED

The following are programs of C-View that are not anticipated to be utilized by The Frontier Fund.

The following summary performance information presents the composite performance results of C-View Limited 1X Program for the period from January 1998 through October 2003.

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS

Name of Trading Advisor:	C-View International Limited
Name of Program:	C-View Limited 1X Program
Inception of client account trading by Trading Advisor:	Oct 1996
Inception of client account trading in program:	Oct 1996
Number of open accounts:	9
Aggregate assets (excluding “notional” equity) overall:	$55,000,000
Aggregate assets (including “notional” equity) overall:	$132,000,000
Aggregate assets in program:	$25,000,000
Largest monthly drawdown:	-1.84% (Aug 1998)
Largest peak-to-valley drawdown:	-1.84% (July 1998 to Aug 1998)
Number of profitable closed accounts:	8
Number of unprofitable closed accounts:	4
Leverage Employed:	1.3 (average)
2003 compound rate of return: (10 months):	-0.20%
2002 compound rate of return:	1.67%
2001 compound rate of return:	3.62%
2000 compound rate of return:	-0.15%
1999 compound rate of return:	5.39%
1998 compound rate of return:	11.11%

Draw-down means losses experienced by the account over a specified period.

Worst peak-to-valley draw-down means the greatest cumulative percentage decline in month-end net asset value due to losses sustained by the trading program during any period in which the initial month-end net asset value is not equaled or exceeded by a subsequent month-end net asset value.

C-View Currency App. - 11

The following summary performance information presents the composite performance results of C-View Limited 2X Program for the period from January 1998 through October 2003.

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

Name of Trading Advisor:	C-View International Limited
Name of Program:	C-View Limited 2X Program
Inception of client account trading by Trading Advisor:	Oct 1996
Inception of client account trading in program:	Oct 2000
Number of open accounts:	0
Aggregate assets (excluding “notional” equity) overall:	$55,000,000
Aggregate assets (including “notional” equity) overall:	$132 million
Aggregate assets (excluding “notional” equity) in program:	n/a
Aggregate assets (including “notional” equity) in program:	n/a
Largest monthly drawdown:	-3.63% (Aug 1998)
Largest peak-to-valley drawdown:	-5.30% (Nov 2002 to June 2003)
Number of profitable closed accounts:	8
Number of unprofitable closed accounts:	4
Leverage Employed:	1.3 (average)
2003 compound rate of return: (10 months):	-2.76%
2002 compound rate of return:	2.06%
2001 compound rate of return:	4.32%
2000 compound rate of return:	-0.73%
1999 compound rate of return:	10.95%
1998 compound rate of return:	23.55%

Draw-down means losses experienced by the account over a specified period.

Worst peak-to-valley draw-down means the greatest cumulative percentage decline in month-end net asset value due to losses sustained by the trading program during any period in which the initial month-end net asset value is not equaled or exceeded by a subsequent month-end net asset value.

C-View Currency App. - 12

C-VIEW INTERNATIONAL MANAGED ACCOUNT

C-View International Limited Program

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS

Accounts	A	B	C	D	E	F	G	H	I	J	K	L	M
	%	%	%	%	%	%	%	%	%	%	%	%	%
October 1999
November 1999					-0.07	-0.13
December 1999					0.91	0.53
January 2000					0.86	0.68
February 2000					0.56	0.40
March 2000					-0.31	0.03
April 2000					-0.39	0.13
May 2000				0.09	-0.67	0.12
June 2000				-0.23	-1.00	-0.05
July 2000			-0.05	0.18	-1.05	-0.12
August 2000			0.29	0.28	-1.01
September 2000			0.30	0.39	-0.80
October 2000	-0.21	-0.19	-1.22	-0.68	-1.72
November 2000	0.11	0.05	0.24	0.24	-1.46
December 2000	0.07	0.21	0.03	0.13
January 2001	0.18	0.64	0.52	0.43
February 2001	0.08	0.30	0.34	0.24
March 2001	-0.04	-0.38	-0.52	-0.59
April 2001	0.11	0.60	0.33	0.29
May 2001	0.29	0.98	1.20	0.08
June 2001	0.68	0.52	0.14	0.36
July 2001	0.66	0.25	0.11	0.29
August 2001	0.59	0.70	-0.73	0.32
September 2001	0.0.8	0.16	-0.07	-0.22
October 2001	-0.14	-0.58	0.10	-0.91
November 2001	0.17	0.64	-0.29	0.05
December 2001	0.34	1.08	-0.10	0.02
January 2002	0.12	0.68	-0.09	0.03			0.09	0.07	0.09		0.04
February 2002	-0.56	-0.50		0.12			0.74	0.28	0.23		0.05
March 2002	0.33	0.34		0.08			0.01	0.25	0.08		0.24
April 2002	0.09	0.14		0.07			0.06	0.10	0.10		0.14
May 2002	0.43	0.73		0.67			0.62	0.62	0.72		0.74
June 2002	0.15	0.55		0.31			0.60	0.34	0.32	0.44	0.44
July 2002	0.14	0.54		0.32			0.27	0.17	0.22	0.32	0.30
August 2002	0.09	0.39		0.03				-0.07	-0.08	0.04	0.01
September 2002	-0.08	-0.10		0.19				0.20	0.14	0.21	0.18
October 2002		0.29		-0.03				-0.03	-0.04	0.03	-0.05

C-View Currency App. - 13

Accounts	A	B	C	D	E	F	G	H	I	J	K	L	M
	%	%	%	%	%	%	%	%	%	%	%	%	%
November 2002		-0.03		0.13				0.21	0.19	0.13	0.18
December 2002		0.15		0.07				0.025	0.027		0.14	0.35	0.14
January 2003		-0.74		-0.44				-0.47	-0.75		-0.8	-1.51	-0.57
February 2003		-0.36		-0.44				-0.41	-0.15		-0.37	-0.28	-0.31
March 2003		0.03		0.14				0.29	.0.06		-0.09	0.69	0.31
April 2003		0.53		0.58				0.18	0.3		0.54		0.14
May 2003		-0.1		0.04				0.24	-0.12		-0.16		0.35
June 2003		-0.55		-0.43				-0.55	-0.53		-0.06		-0.59
July 2003		0.26		0.002				0.14	0.16				0.15
August 2003				0.2				0.28	0.23				0.3
September 2003				0.28				0.44	0.43				1.66
October 2003				-0.16				0.08	0.10				-0.05
Return 1999	0	0	0	0	0.84	0.40	0	0	0	0	0
Return 2000	0.03	0.07	-0.41	0.40	-6.99	1.19	0	0	0	0	0
Return 2001	0.92	4.91	1.03	0.36	0	0	0	0	0	0	0
Return 2002	0.71	3.72	-0.09	2.31	0	0	2.39	2.165	1.997	1.17	2.41	0.35	0.14
Return 2003		-0.93		-0.20				0.59	-0.28		-0.94	-1.1	1.38

Name of CTA:	C-View International Limited
Name of Trading Program:	C-View International Managed Account Program
Inception of Trading:	Oct. 1996
Inception of this Program:	Nov. 1999
Current Total Assets under Management as of October 31st 2003:	$132 million
Current Total Assets in this Program as of October 31st 2003:	$120 million
Worst Monthly Draw-down:	-1.72% (Oct 2000)
Worst Peak-to-Valley Draw-down:	-8.41% (Mar 2000 to Nov 2000)
Number of Accounts Traded Pursuant to Program as of October 31st 2003:	4
Number Closed with Profit:	4
Number Closed with Loss:	4
Leverage Employed:	1.3 (average)

Draw-down means losses experienced by the account over a specified period.

Worst peak-to-valley draw-down means the greatest cumulative percentage decline in month-end net asset value due to losses sustained by the trading program during any period in which the initial month-end net asset value is not equaled or exceeded by a subsequent month-end net asset value.

C-View Currency App. - 14

DUNN SERIES APPENDIX

TO PART I OF THE

PROSPECTUS

OF

THE FRONTIER FUND

(A statutory trust formed under the laws of Delaware)

DUNN SERIES-1 UNITS

DUNN SERIES-2 UNITS

Commodity Trading Advisor:

Dunn Capital Management, Inc.

This Dunn Series Appendix (the “Dunn Series Appendix”) is dated January 30, 2004.

THE FRONTIER FUND

DUNN SERIES-1 UNITS

DUNN SERIES-2 UNITS

This Dunn Series Appendix to the prospectus, dated January 30, 2004, including all exhibits thereto as the same may be amended and supplemented from time to time, or the Prospectus, of The Frontier Fund, a statutory trust formed under the laws of the state of Delaware, or the Trust, relates to the units of beneficial interest in the Trust, or the Units, designated as Dunn Series Units. Capitalized terms used in this Dunn Series Appendix and not otherwise expressly defined herein shall have the same respective meanings as set forth in the Prospectus. This Dunn Series Appendix must be accompanied by, and read in conjunction with, the Prospectus.

The Dunn Series Units are being offered in two (2) Classes. The Dunn Series Units in Class 1 (as described in the Prospectus) are designated as the “Dunn Series-1 Units,” and the Dunn Series Units in Class 2 (as described in the Prospectus) are designated as the “Dunn Series-2 Units.” The Trust is offering both the Dunn Series-1 Units and the Dunn Series-2 Units pursuant to the Prospectus and this Dunn Series Appendix. Prospective Purchasers of the Dunn Series-1 Units and Dunn Series-2 Units should carefully review the Prospectus and this Dunn Series Appendix before determining to purchase such Units.

TRADING ADVISOR

Dunn Capital Management, Inc., a Delaware corporation, or Dunn, acts as the Trading Advisor with respect to the assets allocable to the Dunn Series Units. The assets allocable to the Dunn Series Units and Dunn’s allocations from the proceeds of the sale of the Balanced Series Units will be contributed to a subsidiary limited liability company of which Dunn will act as the Trading Advisor pursuant to the Dunn Combined Financial Program described below.

Background

Dunn was organized in September 1974 and began managing commodity accounts in October 1974. Its main business is the management of commodity trading portfolios. It serves as general partner and trading advisor for several limited partnership commodity funds and as trading advisor for other commodity funds and for private accounts.

Dunn was incorporated in September 1974, in the State of Delaware. Its main business office is located at River One Office Plaza, Suite 208, 309 SE. Osceola Street, Stuart, Florida 34994, and it has been registered under the CE Act as a commodity pool operator and commodity trading advisor since February 6, 1976 and is a member of the NFA. Such registration and membership do not imply that the CFTC and the NFA have endorsed Dunn’s qualifications to provide the advisory services described herein.

Principals

William A. Dunn, Ph.D.

Dr. Dunn was born in 1934 and is the Chairman and Treasurer of Dunn and the grantor of a trust that owns 100% of the stock of Dunn. Since 1971, Dr. Dunn has been engaged in the research and development of the portfolio management systems used by Dunn. Since December 1974, he has been engaged on a full-time basis in the management of commodity portfolios and as the Chief Executive Officer of Dunn. In 1965 and 1966, he held research and faculty positions with the University of California and Pomona College. From 1967 until November 1974, he was employed by several contract research organizations in the Washington, D.C. area where

Dunn App. - 2

he conducted operations research and systems analysis studies for the Navy, Marine Corps, Coast Guard and Department of Defense. Dr. Dunn was an Associated Person, or AP, with the Liberty Funds Group from December 1986 until June 1990 and with William L. Crowley & Associates Inc. from May 1987 until October 1990. Dr. Dunn was a principal of Professional Futures Group, Inc., or PFG, he was an introducing broker, from March 1990 to May 1999. In September 1995, he became President of the newly formed Commodity Trading Advisor, Martin Money Management, Inc., or MMM. From November 1995 until August 1997, Dr. Dunn was the President of Orion Futures, Inc., or OFI, a Commodity Pool Operator and Commodity Trading Advisor. Dr. Dunn received a Bachelor of Science in Engineering Physics degree from the University of Kansas in 1960 and a Doctor of Philosophy in Theoretical Physics degree from Northwestern University in 1966.

Pierre M. Tullier

Mr. Tullier was born in 1945 and has been the President of Dunn since September 1996. As President, Mr. Tullier oversees Dunn’s trading operations and computer systems and is actively engaged in Dunn’s systems research programs. Mr. Tullier became the general manager of Dunn in September 1979 and was promoted to Vice President in June 1982. From 1971 until joining Dunn, Mr. Tullier was employed by contract research firms in the Washington, D.C. area, ORI, Inc. and ARINC Research Corporation, respectively, where he participated in operations research and systems analysis studies for the Navy and Coast Guard. Mr. Tullier was the Senior Vice President of MMM from August 1997 to January 2001. Mr. Tullier received a Bachelor of Science in Mathematics degree from Georgetown University in 1967 and a Master of Science in Operations Research degree from George Washington University in 1970.

Daniel E. Dunn, Ph.D., M.D.

Dr. Dunn was born in 1961 and has been the Executive Vice President of Dunn since January 2001. Dr. Dunn first joined Dunn as a programmer/analyst in 1975. In 1982, he earned a Bachelor of Arts in Biological Sciences degree from the University of Virginia, Phi Beta Kappa; in 1988 he earned a Ph.D. in Immunology from the University of Chicago and, in 1990, an M.D. degree from the same institution. He subsequently trained, taught, and conducted post-doctoral research at Stanford University, the National Institutes of Health, and Johns Hopkins University; most recently, he was made an Assistant Professor at the University of Utah. He has published over 20 articles and chapters in peer-reviewed journals and textbooks. In March 1999, he rejoined Dunn as a Senior Associate and also assumed the position of Vice President with MMM. In November 1999, Dr. Dunn was promoted to Vice President of Dunn.

David P. Pere

Mr. Pere was born in 1963 and joined Dunn as an Assistant Office Manager in July 1988. Mr. Pere was promoted to Office Manager in October 1990, to Research Associate in April 1994, to Vice President, Research and Operations in August 1997 and to Senior Vice President in June of 1998. Mr. Pere earned a Bachelor of Science in Economics and Biology degrees from Creighton University in 1985. From 1985 through 1986, he was employed by CEF, Inc., a COMEX floor brokerage firm. Immediately prior to joining Dunn he was employed by Morgan Stanley, Incorporated. From May 1987 through June 1988, Mr. Pere was the Vice President, Research and Operations of MMM from August 1997 to January 2001.

Douglas W. Wright

Mr. Wright was born in 1958 and joined Dunn as Assistant to the President in November 1990. He was promoted to a Research Associate in April 1994 and to Vice President, Research and Operations in August 1997. From 1981 through December 1985 he worked for Merrill Lynch Futures. From January 1986 to November 1990 he was employed by Beddows Commodities, Incorporated. Mr. Wright was the Vice President, Research and Operations of MMM from August 1997 to January 2001. Mr. Wright received a Bachelor of Science in Economics and Management degree from Franklin Pierce College in 1980.

Dunn App. - 3

Martin H. Bergin

Mr. Bergin was born in 1960, he joined Dunn in September 1997 as Accounting Systems Manager and was promoted to Vice President & Chief Financial Officer in March 2001. Mr. Bergin became an AP of Dunn in January 2002 and the Assistant Secretary of MMM in February 2002. He became a Certified Public Accountant in 1988. From 1987 to 1989, he was employed by Sullivan and Company, Ltd. Mr. Bergin left his position as a partner with Homes Lowry Horn & Johnson, Ltd. with whom he had been employed since 1989, immediately prior to joining Dunn. Mr. Bergin earned a Bachelor of Science in Business Administration degree from George Mason University in 1987.

J. Allen Como

Mr. Como was born in 1954, he joined Dunn in September 1983 and served as the Office Manager until October 1990 when he became Vice President of OFI, a position he held until OFI let its NFA membership lapse in August 1997. Mr. Como was appointed Dunn’s Compliance Chief, in October of 1995, and was promoted to Vice President, Administration in August 1997. Between 1977 and 1982, Mr. Como served on the audit staff of Alexander Grant & Co., CPAs and as the Accounting Manager of Bergen Brunswig Drug Co. Prior to joining Dunn, Mr. Como was on the audit staff of the NFA in Chicago from 1982 to 1983. Mr. Como was Vice President of MMM from September 1995 to January 2001. Mr. Como earned a Bachelor of Science in Business Administration degree from the University of Southern California in 1977.

Ralph L. Bonsignore

Mr. Bonsignore was born in 1945 and joined Dunn as an Assistant Futures Trader in January 1993. He was promoted to Chief Trader and Office Manager in April 1994 and to Vice President, Trading Operations in August 1997. He was employed by Hornblower, Weeks-Hemphill & Noyes from 1963 to 1978, and by Balfour Maclaine, Inc. from 1978 through 1980. From 1980 to 1984 Mr. Bonsignore worked for Comcorp Services, N.V. and from 1984 through September 1988 for Beddows Commodities, Inc. Prior to joining Dunn he was employed by Pinnacle Trading Company, Inc. from October 1988, through October 1992. Mr. Bonsignore was Vice President, Trading Operations of MMM from August 1997 to January 2001. Mr. Bonsignore received a Bachelor of Science in Economics degree from City University of New York, College of Staten Island in 1984.

Carlos G. Alvarez

Mr. Alvarez was born in 1959, he joined Dunn as a Senior Trader in January 1998 and was promoted to Vice President in December 2002. Mr. Alvarez received a Bachelor of Arts in Economics degree from the University of Colorado in 1982. He was employed by V. I. P. Brokerage from 1982 to 1984, by E. A. Karay Co. from 1984 to 1985 and by Shearson Lehman Brothers from 1985 to 1991. In addition Mr. Alvarez was employed by LP Publishing Co. from May 1982 through December 1984. Mr. Alvarez was employed by Moore Capital Management from February 1991 to March 1992 as an operations specialist then as a futures trader. Mr. Alvarez was employed by Investment Management Services Inc. from March 1992 to May 1993. Bear Stearns Inc. employed Mr. Alvarez from 1993 to 1996 where he traded futures and foreign exchange. Immediately prior to joining Dunn, Mr. Alvarez was employed as a Senior Associate in the Treasury Dept. of Mitsui Trust and Banking Co.

James M. Cypher

Mr. Cypher, born in 1955, began working for Dunn as a consultant in March 1999 and became Dunn’s Director of Sales and Marketing in June 1999. In addition to being self-employed as a researcher and trader for seven years, he most recently served, from 1993 to 1996, as President of Sjo, Inc., a trading firm with $300 MM under management. In 1983 Mr. Cypher set-up and managed Union Planters Futures Corporation, one of the first bank-owned FCM’s. As the firm’s President, he was responsible for raising and actively managing approximately one billion dollars of institutional assets invested in both the fixed-income securities and futures

Dunn App. - 4

options markets. He also was President of his own consulting firm, Princeton Financial Management, Inc., in 1982 and Consultant for Powers Research, Inc. in 1981. Both firms specialized in designing computer-based models for the banking and investment banking industries. Mr. Cypher earned an MBA in Finance from The Wharton School in 1981, and a Bachelor of Arts degree from Stanford University, Honors in Economics, Phi Beta Kappa, in 1977.

Michael Villalba

Michael Villalba, Ph.D. joined Dunn as Senior Scientist in February 2003. He holds a B.S. degree in Aeronautical Engineering from Rensselear Polytechnic Institute, and the M.S. and Ph.D. degrees in Aeronautics and Astronautics from the Massachusetts Institute of Technology. As an undergraduate he performed aerodynamics research at NASA. At MIT he was awarded the Charles Stark Draper Fellowship, and developed high-resolution spectrum estimation algorithms for analyzing the dynamics of the Space Shuttle arm and other larger orbital structures. Upon completion of his Master’s degree he performed recognition and classification research at the MIT Artificial Intelligence Laboratory, resulting in his 1990 Ph.D. thesis on fact visual object recognition. He continued developing fast and robust recognition systems for military applications at Texas Instruments from 1990 to 1993. In 1993 he became interested in finance and joined Ascent Technology in Cambridge, MA, where he designed and implemented trading systems for futures and options. In 1997 he joined D.E. Shaw & Co. where he continued to design trading systems. From 1999 to 2003 he provided consulting services and developed proprietary technology for hedge funds and other financial concerns.

Mr. David P. Pere, Mr. Carlos G. Alvarez and Mr. Ralph Bonsignore are the Senior Traders responsible for overseeing the execution of Dunn’s computer-generated trade signals.

Dunn will manage the proceeds of the sale of Dunn Series Units pursuant to the Dunn Combined Financial, or DCF program, which is a 50-50 combination of its World Monetary Asset, or WMA program and its Targets of Opportunity, or TOPS program, rebalanced monthly.

DUNN TRADING PROGRAM AND INVESTMENT STRATEGY

The WMA program was first implemented in 1984 and has been modified from time to time as research indicated improvements. WMA’s basic strategy, described below, has never changed. Dunn developed the TOPS program in 1989, as a new approach to trading in the futures markets. TOPS basic trading strategy, described below, has also remained the same. The DCF program was formally implemented in 1999 in order to offer a combined WMA and TOPS program while maintaining Dunn’s standard risk profile.

The basic trading strategy of Dunn’s WMA program is to hold continuous positions (either long or short) with the major price trend of each future in the portfolio. This approach is designed to capture a substantial fraction of the total profit potential from important changes in a future’s price. The WMA program seeks to predict neither when the next important move will occur nor when a particular future or group of futures will enter a choppy and unprofitable trading phase. The program therefore attempts to maintain a balanced and diversified risk posture for each account. This approach is expected to contain the inevitable series of small losses and whipsaws within tolerable limits and leave the accounts in a position to benefit from major price trends whenever they develop. In general terms, WMA is a technical, long-term, major trend following, reversal program. All decisions necessary to implement the WMA strategy are derived from proprietary computer programs designed by Dunn. These programs seek to identify the major trends and turning points for each future and to determine the changes required to maintain a balanced and diversified risk posture for each managed portfolio.

The basic trading strategy underlying the TOPS program is to constantly monitor dynamic market parameters and to selectively buy or sell futures whenever trading opportunities are indicated. A trading opportunity in a future is signaled when its price reaches a significant level determined by TOPS. Dunn believes that these significant levels indicate that unusual market movement (either up or down) is likely to occur. Therefore, the market is entered, either long or short, and the position is held until a liquidation level is reached.

Dunn App. - 5

The liquidation level is determined by market parameters and may be either a profit taking or a stop-loss point. Each future in the TOPS portfolio is expected to be out of the market often, awaiting the identification of potential new opportunities. TOPS is a technical, medium-term, opportunistic, trend-following program. The decisions that implement the TOPS strategy are derived from proprietary computer programs designed by Dunn. These programs perform the calculations necessary to identify price levels that Dunn considers significant in the context of a dynamic market environment. These price levels identify potentially favorable buying and selling opportunities for each future in the portfolio. The number of contracts bought or sold is based on the current value of the account and the risk associated with each future.

The basic trading strategy of Dunn’s DCF program is to trade equal and leveraged portions in separate WMA and TOPS trading accounts, while maintaining the same overall risk profile as an individual Dunn program. The separate accounts are rebalanced monthly. The WMA and TOPS account would trade futures positions approximately at 100%-115% larger than it would if it were trading the same amount of cash in an isolated private account. This 0%-15% enrichment factor is currently at 6%. For example, in a situation where Dunn’s WMA program would otherwise establish 100 Treasury bond futures positions for an account, it would establish 106 such positions for the Trust’s account. This trading strategy increases the amount of leverage already present in the trading of leveraged instruments such as futures, as well as increasing the potential volatility. The policy of increasing each account’s investment level by an enrichment factor is based on Dunn’s belief (founded on its statistical studies) and thorough knowledge of each trading program that an investor can increase its rate of return, without increasing its risk of loss, by using two partially uncorrelated trading programs with comparable performance.

From time to time, market conditions may be such that, in the opinion of Dunn, execution of trades recommended by WMA, TOPS, and DCF would be difficult or involve undue risk. In these unusual instances, which Dunn estimates will affect less than 5% of the trading decisions, the computer recommendations may be modified or not taken by Dunn. In addition, the market may occasionally present trading opportunities (not signaled by WMA, TOPS, or DCF) that Dunn may enter into, using its general risk control methodology.

WMA, TOPS and DCF have been and will continue to be under continuous review for the purpose of researching and developing improvements. Whenever additional program improvements are developed, they will generally be implemented in as expeditious a manner as possible without seeking prior approval from Dunn’s clients. If, however, Dunn considers the changes or modifications to be material, the clients will be informed in a timely fashion.

Instruments Traded

Contracts traded by the TOPS Program include:

• Interest Rate Interests – U.S. 10-year Treasury Note, U.S. 5-year Treasury Note, U.S. Treasury Bond, 10-year Commonwealth Treasury Bond, 3-year Commonwealth Treasury Bond, 10-year German Euro Bund, 5-year German Euro Bobl, 15-year Long Gilt, 10-year Japanese Government Bond, 3-month Sterling, Eurodollar, 3-month Euribor.

• Currency Interests – Australian dollar, British Pound, Canadian Dollar, European Currency Unit, Japanese Yen, Swiss Franc

• Energy Interests – Brent Crude, crude oil, natural gas,

• Stock Indices – FT-SE 100, German Dax Index, Hang Seng Index, Nikkei 225 Stock Average, S&P 500 Index, Tokyo Stock Price Index

Contracts traded by the WMA Program include:

• Interest Rate Interests – U.S. 10-year Treasury Note, U.S. 5-year Treasury Note, U.S. Treasury Bond, 10-year Commonwealth Treasury Bond, 3-year Commonwealth Treasury Bond, 10-year German Euro Bund, 5-year German Euro Bobl, 15-year Long Gilt, 10-year Japanese Government Bond, 3-month Sterling, Eurodollar, 3-month Euribor.

Dunn App. - 6

• Currency Interests – European Currency Unit, Japanese Yen, Swiss Franc

• Energy Interests – Brent Crude, crude oil, natural gas,

• Stock Indices – FT-SE 100, German Dax Index, Hang Seng Index, Nikkei 225 Stock Average, Tokyo Stock Price Index

MANAGEMENT AND INCENTIVE FEES

Management Fees

The Managing Owner will receive no management fees with respect to the Dunn Series Units. Dunn its principals and/or its affiliates have agreed to invest a minimum of $2,000,000 in the Dunn Series. Capital invested by Dunn and/or its affiliates in its Series of Units will only be charged the actual out-of-pocket costs incurred by the Clearing Brokers plus applicable exchange, give-up and other transactional fees and expenses. In addition, for every $1.00 that is invested in the Dunn Series by investors not affiliated with Dunn during each quarter, Dunn, such principals and/or such affiliates have the right to withdraw $0.75 of their initial investment as of the end of such quarter.

Incentive Fees

The Dunn Series Units will pay to the Managing Owner a quarterly incentive fee of 25% of New High Net Trading Profits generated by such Series, including realized and unrealized gains and losses thereon, as of the close of business on the last day of each calendar quarter. The fee will accrue monthly. The Managing Owner will pay all or a portion of such incentive fees to Dunn.

Dunn App. - 7

PROJECTED TWELVE MONTH BREAK EVEN ANALYSIS

The table below shows the estimated amount of all fees and expenses which are anticipated to be incurred by a new investor in the Dunn Series-1 Units and Dunn Series-2 Units during the first twelve months. The total estimated cost and expense load of Dunn Series-1 Units and Dunn Series-2 Units is expressed as a percentage of $1,000, the amount of a minimum investment in the Trust (other than by IRAs or Benefit Plan Investors). Residents of Texas (including Benefit Plan Investors) have a minimum initial subscription requirement of $5,000. Although the Managing Owner has used actual numbers and good faith estimates in preparing this table, the actual expenses associated with an investment in the Dunn Series Units may differ.

Breakeven Table

	Dunn Series-1				Dunn Series-2
	Amount-$		Amount-%		Amount-$		Amount-%
Initial Selling Price(1)	$	1,000	100	%	$	1,000	100	%
Syndication and Selling Expenses(2)	$	0	0	%	$	0	0	%
Trust Operating Expenses(3)	$	0	0	%	$	0	0	%
Management Fee(4)	$	0	0	%	$	0	0	%
Service Fee(5)	$	30.00	3.00	%	$	0	0	%
Brokerage Commissions and Trading Fees (6)	$	15.50	1.55	%	$	15.50	1.55	%
Incentive Fee(7)	$	10.00	1.00	%	$	0	0	%
Less Interest Income(8)	$	0	0	%	$	0	0	%
Amount of Trading Income Required for the Trust’s Net Asset Value per Unit (Redemption Value) at the End of One Year to Equal the Selling Price per Unit	$	55.50	5.55	%	$	15.50	1.55	%

Notes

(1) The initial selling price per Unit is $100. The amount reflected in the table represents the amount of minimum investment in the Trust (other than IRAs or Benefit Plan investors) because the total costs and expenses as set forth in the breakeven analysis are the costs and expenses associated with a minimum investment of $1,000.

(2) Expenses incurred in connection with the organization of the Trust and the offering of Units during the Initial Offering period shall be paid by the Managing Owner without reimbursement.

(3) The Managing Owner pays for all accounting, auditing, legal and routine operational and administrative expenses without reimbursement.

(4) There is no monthly management fee associated with the Dunn Series.

(5) With respect to Class 1 of the Dunn Series of Units, as compensation, the Selling Agents will receive an initial service fee at an annual rate of up to 3.0% of the subscription amount of each subscription for Units in Class 1 of the Dunn Series sold by them. The initial service fee will be prepaid by the Managing Owner. If you redeem all or a portion of your Units in Class 1 of the Dunn Series during the first twelve (12) months following the effective date of their purchase, you will be subject to a redemption fee of up to 3% of the Net Asset Value at which they are redeemed. The amount of the redemption fee associated with each Series at any moment equals the amount of unamortized initial service fee prepaid by the Managing Owner for such Series, and as such the aggregate amount of the redemption fee and the initial service fee cannot exceed 3%. Therefore the break-even analysis does not include a separate entry for the redemption fee.

Dunn App. - 8

(6) The Trust with respect to the Dunn Series will pay the Clearing Brokers and the Managing Owner a fee of approximately 1.55% of the Dunn Series’ Net Asset Value annually, which will be used to pay all brokerage commissions, plus applicable exchange fees, NFA fees, give up fees and other transaction related fees and expenses charged in connection with the Dunn Series’ trading activities and on-going service fees for certain administrative services payable to certain Selling Agents selling Class 2 Units of any Series.

(7) The reason there is an incentive fee amount on Class 1, but not on Class 2, is due to the 3% initial service fee and on-going service fee charged on Class 1 only. The 3% initial service fee and on-going service fee is not deductible on the incentive fee calculation, thereby requiring the Class 1 to make trading profits and to pay a corresponding incentive fee on such trading profits to break even.

(8) The first two percent (2.0%) of interest income earned per annum by the Trust on the Dunn Series will be paid to the Managing Owner. In addition, if interest income falls below 0.75%, the Managing Owner will be paid the difference between the Trust’s annualized interest income and 0.75%. Interest income above 2.0% is retained by the Trust.

Dunn App. - 9

PAST PERFORMANCE OF DUNN

The Capsule Performance Table which follows sets forth the actual past performance of all client accounts directed by Dunn during the period covered by the table. PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS

DCF Program

Month	Percentage Rate of Return**
	Year-to-Date		2002	2001	2000	1999	1998
January	7.9	%	0.7%	5.2%	3.5%
February	13.2	%	-6.7%	1.8%	-1.8%
March	-20.6	%	0.5%	6.3%	-6.7%
April	0.2	%	-5.5%	-12.8%	-11.3%	1.9%
May	11.3	%	5.1%	0.2%	-5.2%	2.9%
June	-10.0	%	22.1%	-9.7%	-4.8%	4.1%
July	-1.8	%	17.3%	-3.6%	-0.1%	-2.6%
August	10.6	%	11.4%	14.6%	4.5%	0.7%
September	-9.0	%	13.7%	6.4%	-6.0%	3.8%
October	-5.2	%	-16.4%	18.0%	6.9%	-8.3%
November			-9.4%	-24.5%	20.5%	1.4%
December			14.2%	6.1%	26.9%	-4.9%
Year	-8.8	%	47.2%	-0.2%	21.7%	-1.8%

THE TABLE SET FORTH ABOVE HAS NOT BEEN ADJUSTED TO REFLECT THE FEES AND EXPENSES OF THE TRUST. PLEASE SEE THE TABLE ENTITLED “PRO FORMA COMPOSITE PERFORMANCE TABLE” FOR A REPRESENTATION OF THE PERFORMANCE OF THIS PROGRAM TAKING INTO ACCOUNT THE FEES AND EXPENSES OF THE TRUST.

Inception of trading by Dunn Capital Management, Inc:	October 1974
Inception of trading DCF program:	April 1999
Number of DCF accounts as of August 31, 2003:	10
Total nominal funds under management of Dunn Capital Management, Inc. as of August 31, 2003:	$981,230,713; which is comprised of $161,656,111 in notional funds and $819,574,602 in actual funds
Total nominal funds under management pursuant to DCF program as of August 31, 2003:	$171,014,381
Worst monthly percentage draw-down:	-26.7% in November 2001
Worst peak-to-valley draw-down:	-36.9% from October 1999 to September 2000
Closed accounts summary:	1 closed with losses and 3 closed with profits
Leverage Employed:	5%-40% (margin/equity)

The Rates of Return in this table are representative of the rates of return a composite standard-leverage account would have achieved.

The rates of return in this table are representative of the rates of return a composite standard-leverage account would have achieved.

Percentage Rate of Return represents the percentage change in nominal funds (actual funds plus notional funds) during the month excluding additions and withdrawals using the “Only Accounts Traded” (“OAT”) method.

Year Rate of Return represents the monthly compounded rate of return over twelve months.

Draw-down means losses experienced by the account over a specified period.

Worst peak-to-valley draw-down means the greatest cumulative percentage decline in month-end net asset value due to losses sustained by the trading program during any period in which the initial month-end net asset value is not equaled or exceeded by a subsequent month-end net asset value.

Dunn App. - 10

PRO FORMA COMPOSITE PERFORMANCE TABLE FOR

THE COMBINED WMA AND TOPS PROGRAM

(Deducting The Frontier Fund Dunn Series—Class 1 expenses)

The Capsule Performance Table which follows sets forth the actual past performance of all client accounts directed by Dunn in its WMA and TOPS programs during the period covered by the table, pro-forma for the Class 1 expenses of The Frontier Fund. The past performance of the WMA and TOPS Programs are weighted at 50% each. PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

	Percentage Rate of Return
Month	2003	2002	2001	2000	1999	1998
January	7.28%	0.17%	4.78%	2.78%	-15.49%	1.63%
February	13.28%	-6.71%	1.72%	-2.56%	7.66%	-3.29%
March	-2.65%	0.29%	5.23%	-7.10%	3.34%	2.72%
April	-0.50%	-5.62%	-13.01%	-11.78%	1.94%	-12.65%
May	10.98%	4.68%	0.07%	-5.11%	2.82%	-1.31%
June	-9.96%	23.03%	-9.37%	-4.94%	4.41%	-1.09%
July	-1.72%	16.58%	-3.43%	-0.60%	-3.45%	-1.76%
August	10.62%	10.70%	13.33%	4.13%	0.11%	18.18%
September	-8.16%	12.82%	6.11%	-6.15%	3.95%	13.97%
October	-5.30%	-16.46%	17.09%	6.65%	-8.45%	5.13%
November		-9.60%	-23.76%	21.31%	1.26%	-7.77%
December		12.97%	4.97%	30.07%	-5.00%	2.55%
Year	11.22%	41.50%	-3.71%	21.03%	-8.95%	13.26%

Worst Monthly Percentage Draw-down:	-23.76% (November 2001)
Worst peak-to-valley Draw-down:	-38.07% (October 1998 to September 2000)

The Dunn pro forma composite performance table for the Dunn Combined WMA and TOPS Program is derived from a 50-50 combination of the WMA and TOPS programs. This combination was used to derive the pro forma in place of the Dunn DCF Program offered by the Trust because the DCF Program does not have an extensive performance history. In addition, the trading strategy of the DCF Program is to trade equal and leveraged portions in separate WMA and TOPS trading accounts, as a result, the 50-50 combination used to derive the pro forma table is comparable to the DCF Program offered by the Trust. However, the performance information displayed in the pro forma does not reflect the additional leverage created as a result of the 0% to 15% enrichment factor utilized in the DCF Program. Each of Dunn’s individual trading programs is calibrated, on the basis of simulations, to achieve a statistical volatility target such that the probability of losing 20% or more in any given month is 1 out of a 100. The Dunn Combined Financial Program (the Dunn DCF Program), as the name implies, is a 50-50 combination of two of Dunn’s trading programs, WMA and TOPS, each of which is calibrated (on a yearly basis) to the aforementioned volatility target. Because WMA and TOPS are less than 100% correlated with each other, however, the systematic combination of the two (which includes monthly rebalancing) is less volatile than either alone. Therefore, the size of positions taken by a combination of 50% WMA and 50% TOPS must be boosted by some small “enrichment” factor in order for the product, the DCF Program, to achieve Dunn’s standard volatility target. This boost is determined on the basis of simulations, and currently stands at 6%, meaning, in essence, the DCF Program is currently a combination of 53% WMA and 53% TOPS. The total trading level, 106%, can exceed 100% because futures margins are a small fraction, typically about 20%, of an account’s net asset value. In the past, the enrichment factor has ranged from 4% to 8% and is not reasonably expected to vary outside the range of 0–15%.

Dunn App. - 11

Actual gross trading performance (gross realized and unrealized gain/loss before deduction for trading commissions and fees, management fees, any other expenses, and before addition of interest income) is adjusted for the anticipated trading expenses, management fees, initial service fees, on-going service fees, and interest income of the Dunn Series of the Frontier Fund. These anticipated items, as an annualized percentage calculated monthly on the adjusted beginning of month net asset value are:

• Brokerage Commissions and trading fees: 1.55%

• Management fees: 0.0%

• Initial service fees and on-going service fees: 3.0%

An incentive fee of 25% of New High Net Trading Profits (as defined), earned monthly, is calculated in the pro forma. Also, any interest income in excess of an annualized rate of 2%, based upon the 90-day Treasury Bill rate for each month to the adjusted beginning of month net asset value, is credited in the pro forma.

The pro forma used a simulated adjusted beginning of month net asset value (the Trading Advisor’s net performance divided by rate of return for the month, underlying the combined WMA and TOPS programs) in order to replicate the same rate of return from the Trading Advisor’s actual performance, adjusted for the Series’ fees, expenses and interest income.

  *Draw-down means losses experienced by the account over a specified period.

**Worst peak to valley draw-down means the greatest cumulative percentage decline in month-end net asset value due to losses sustained by the trading program during any period in which the initial month-end net asset value is not equaled or exceeded by a subsequent month-end net asset value.

Dunn App. - 12

PROGRAMS NOT UTILIZED

The following are programs of Dunn that are not anticipated to be utilized by The Frontier Fund.

The following summary performance information presents the composite performance results of the WMA Program for the period from January 1998 through October 2003.

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS

Name of Trading Advisor:	Dunn Capital Management, Inc.
Name of Program:	WMA Program
Inception of trading by Dunn Capital Management, Inc:	October 1974
Inception of trading WMA program:	November 1984
Number of WMA accounts as of October 31, 2003:	19
Total nominal funds under management of Dunn Capital Management, Inc. as of October 31, 2003:	$981,230,713; which is comprised of $161,656,111 in notional funds and $819,574,602 in actual funds
Total nominal funds under management pursuant to WMA program as of October 31, 2003:	$595,812,123
Worst monthly percentage draw-down:	-26.4% in November 2001
Worst peak-to-valley draw-down:	-44.5% from October 1999 to September 2000
Closed accounts summary:	3 closed with losses and 10 closed with profits
Leverage Employed:	10%-30% (margin/equity)
2003 Compound Rate of Return (10 months):	-5.1%
2002 Compound Rate of Return:	54.0%
2001 Compound Rate of Return:	1.0%
2000 Compound Rate of Return:	13.1%
1999 Compound Rate of Return:	13.3%
1998 Compound Rate of Return:	13.7%

Year Rate of Return represents the monthly compounded rate of return over twelve months.

Draw-down means losses experienced by the account over a specified period.

Worst peak-to-valley draw-down means the greatest cumulative percentage decline in month-end net asset value due to losses sustained by the trading program during any period in which the initial month-end net asset value is not equaled or exceeded by a subsequent month-end net asset value.

Dunn App. - 13

The following summary performance information presents the composite performance results of the TOPS Program for the period from January 1998 through October 2003.

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS

Name of Trading Advisor:	Dunn Capital Management, Inc.
Name of Program:	TOPS Program
Inception of trading by Dunn Capital Management, Inc:	October 1974
Inception of trading TOPS program:	May 1989
Number of TOPS accounts as of October 31, 2003:	11
Total nominal funds under management of Dunn Capital Management, Inc. as of October 31, 2003:	$981,230,713; which is comprised of $161,656,111 in notional funds and $819,574,602 in actual funds
Total nominal funds under management pursuant to TOPS program as of October 31, 2003:	$373,782,536
Worst monthly percentage draw-down:	-24.8% in November 2001
Worst peak-to-valley draw-down:	-37.1% from January 1999 to July 2000
Closed accounts summary:	0 closed with losses and 10 closed with profits
Leverage Employed:	0%-30% (margin/equity)
2003 Compound Rate of Return (10 months):	-7.9%
2002 Compound Rate of Return:	42.9%
2001 Compound Rate of Return:	2.1%
2000 Compound Rate of Return:	39.4%
1999 Compound Rate of Return:	-19.5%
1998 Compound Rate of Return:	24.2%

Year Rate of Return represents the monthly compounded rate of return over twelve months.

Draw-down means losses experienced by the account over a specified period.

Worst peak-to-valley draw-down means the greatest cumulative percentage decline in month-end net asset value due to losses sustained by the trading program during any period in which the initial month-end net asset value is not equaled or exceeded by a subsequent month-end net asset value.

Dunn App. - 14

The following summary performance information presents the composite performance results of the Dunn-Allani Program for the period from April 1999 through October 2003.

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS

Name of Trading Advisor:	Dunn Capital Management, Inc.
Name of Program:	Dunn-Allani Program
Inception of trading by Dunn Capital Management, Inc:	October 1974
Inception of trading Dunn-Allani program:	April 1999
Number of Dunn-Allani accounts as of October 31, 2003:	0
Total nominal funds under management of Dunn Capital Management, Inc. as of October 31, 2003:	$981,230,713; which is comprised of $161,656,111 in notional funds and $819,574,602 in actual funds
Total nominal funds under management pursuant to Dunn-Allani program as of October 31, 2003:	$0
Worst monthly percentage draw-down:	-38.9% (July 2003)
Worst peak-to-valley draw-down:	-48.8% (May 2003-July 2003)
Closed accounts summary:	1 closed with losses and 0 closed with profits
Leverage Employed:	20%-50% (margin/equity)
2003 Compound Rate of Return (10 months):	-37.0%
2002 Compound Rate of Return:	61.4%
2001 Compound Rate of Return:	-4.1%
2000 Compound Rate of Return (11 months):	22.3%
1999 Compound Rate of Return:	n/a
1998 Compound Rate of Return:	n/a

The rates of return in this table are representative of the rates of return a composite standard-leverage account would have achieved.

Percentage Rate of Return represents the percentage change in nominal funds (actual funds plus notional funds) during the month excluding additions and withdrawals using the “Only Accounts Traded” (“OAT”) method.

Year Rate of Return represents the monthly compounded rate of return over twelve months.

Draw-down means losses experienced by the account over a specified period.

Worst peak-to-valley draw-down means the greatest cumulative percentage decline in month-end net asset value due to losses sustained by the trading program during any period in which the initial month-end net asset value is not equaled or exceeded by a subsequent month-end net asset value.

Dunn App. - 15

The following summary performance information presents the composite performance results of the STANDARD Program for the period from January 1998 through October 2003.

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS

STANDARD Program (Not open to new investors)

Name of Advisor:	Dunn Capital Management, Inc.
Name of Program:	Standard Program
Inception of trading by Dunn Capital Management, Inc:	October 1974
Inception of trading STANDARD program:	October 1974
Number of STANDARD accounts as of October 31, 2003:	1
Total nominal funds under management of Dunn Capital Management, Inc. as of October 31, 2003:	$981,230,713; which is comprised of $161,656,111 in notional funds and $819,574,602 in actual funds
Total nominal funds under management pursuant to STANDARD program as of October 31, 2003:	$5,818,027
Worst monthly percentage draw-down:	-27.2% (March 2003)
Worst peak-to-valley draw-down:	-52.8% (October 1998 to September 2000)
Closed accounts summary:	1 closed with losses and 1 closed with profits
Leverage Employed:	10%-30% (margin/equity)
2003 Compound Rate of Return (10 months):	-12.9%
2002 Compound Rate of Return:	55.1%
2001 Compound Rate of Return:	-6.1%
2000 Compound Rate of Return:	2.4%
1999 Compound Rate of Return:	4.7%
1998 Compound Rate of Return:	-5.0%

The Rates of Return in this table are representative of the rates of return a composite standard-leverage account would have achieved.

Percentage Rate of Return represents the percentage change in nominal funds (actual funds plus notional funds) during the month excluding additions and withdrawals using the “Only Accounts Traded” (“OAT”) method.

Year Rate of Return represents the monthly compounded rate of return over twelve months.

Draw-down means losses experienced by the account over a specified period.

Worst peak-to-valley draw-down means the greatest cumulative percentage decline in month-end net asset value due to losses sustained by the trading program during any period in which the initial month-end net asset value is not equaled or exceeded by a subsequent month-end net asset value.

Dunn App. - 16

The following summary performance information presents the composite performance results of the D-TOPS Program for the period from January 1998 through October 2003.

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS
Name of Advisor:	Dunn Capital Management, Inc.
Name of Program:	D-TOPS Program
Inception of trading by Dunn Capital Management, Inc:	October 1974
Inception of trading D-TOPS program:	April 1993
Number of D-TOPS accounts as of October 31, 2003:	1
Total nominal funds under management of Dunn Capital Management, Inc. as of October 31, 2003:	$981,230,713; which is comprised of $161,656,111 in notional funds and $819,574,602 in actual funds
Total nominal funds under management pursuant to D-TOPS program as of October 31, 2003:	$5,818,027
Worst monthly percentage draw-down:	-22.10% (November 2001)
Worst peak-to-valley draw-down:	-28.73% (May 1977-July 2000)
Closed accounts summary:	0 closed with losses and 1 closed with profits
Leverage Employed:	0-30% (margin/equity)
2003 Compound Rate of Return (10 months):	4.0%
2002 Compound Rate of Return:	43.5%
2001 Compound Rate of Return:	1.9%
2000 Compound Rate of Return:	44.9%
1999 Compound Rate of Return:	-21.3%
1998 Compound Rate of Return:	4.7%

The Rates of Return in this table are representative of the rates of return a composite standard-leverage account would have achieved.

Percentage Rate of Return represents the percentage change in nominal funds (actual funds plus notional funds) during the month excluding additions and withdrawals using the “Only Accounts Traded” (“OAT”) method.

Year Rate of Return represents the monthly compounded rate of return over twelve months.

Draw-down means losses experienced by the account over a specified period.

Worst peak-to-valley draw-down means the greatest cumulative percentage decline in month-end net asset value due to losses sustained by the trading program during any period in which the initial month-end net asset value is not equaled or exceeded by a subsequent month-end net asset value.

Dunn App. - 17

The following summary performance information presents the composite performance results of the CWMA Program for the period from January 1998 through October 2003.

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS
Name of Trading Advisor:	Dunn Capital Management, Inc.
Name of Program:	CWMA program
Inception of trading by Dunn Capital Management, Inc:	October 1974
Inception of trading CWMA program:	June 1997
Trading program ceased:	June 1998
Total nominal funds under management of Dunn Capital Management, Inc. as of October 31, 2003:	$981,230,713; which is comprised of $161,656,111 in notional funds and $819,574,602 in actual funds
Total nominal funds under management pursuant to CWMA program as of October 31, 2003:	$0
Worst monthly percentage draw-down:	-6.5% (January 1998)
Worst peak-to-valley draw-down:	-12.4% (January 1998 to February 1998)
Closed accounts summary:	1 closed with losses and 0 closed with profits
Leverage Employed:	10%-20% (margin/equity)
2003 Compound Rate of Return:	n/a
2002 Compound Rate of Return:	n/a
2001 Compound Rate of Return:	n/a
2000 Compound Rate of Return:	n/a
1999 Compound Rate of Return:	n/a
1998 Compound Rate of Return:	-9.1%

The Rates of Return in this table are representative of the rates of return a composite standard-leverage account would have achieved.

Percentage Rate of Return represents the percentage change in nominal funds (actual funds plus notional funds) during the month excluding additions and withdrawals using the “Only Accounts Traded” (“OAT”) method.

Year Rate of Return represents the monthly compounded rate of return over twelve months.

Draw-down means losses experienced by the account over a specified period.

Worst peak-to-valley draw-down means the greatest cumulative percentage decline in month-end net asset value due to losses sustained by the trading program during any period in which the initial month-end net asset value is not equaled or exceeded by a subsequent month-end net asset value.

Dunn App. - 18

The following summary performance information presents the composite performance results of the C-TOPS Program for the period from January 1998 through October 2003.

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS

Name of Trading Advisor:	Dunn Capital Management, Inc.
Name of Program:	C-TOPS program
Inception of trading by Dunn Capital Management, Inc:	October 1974
Inception of trading CTOPS program:	June 1997
Trading program ceased:	June 1998
Total nominal funds under management of Dunn Capital Management, Inc. as of October 31, 2003:	$981,230,713; which is comprised of $161,656,111 in notional funds and $819,574,602 in actual funds
Total nominal funds under management pursuant to CWMA program as of October 31, 2003:	$0
Worst monthly percentage draw-down:	-9.9% (January 1998)
Worst peak-to-valley draw-down:	-14.6% (January 1998 to April 1998)
Closed accounts summary:	1 closed with losses and 0 closed with profits
Leverage Employed:	0%-20% (margin/equity)
2003 Compound Rate of Return:	n/a
2002 Compound Rate of Return:	n/a
2001 Compound Rate of Return:	n/a
2000 Compound Rate of Return:	n/a
1999 Compound Rate of Return:	n/a
1998 Compound Rate of Return:	-10.1%

The Rates of Return in this table are representative of the rates of return a composite standard-leverage account would have achieved.

Percentage Rate of Return represents the percentage change in nominal funds (actual funds plus notional funds) during the month excluding additions and withdrawals using the “Only Accounts Traded” (“OAT”) method.

Year Rate of Return represents the monthly compounded rate of return over twelve months.

Draw-down means losses experienced by the account over a specified period.

Worst peak-to-valley draw-down means the greatest cumulative percentage decline in month-end net asset value due to losses sustained by the trading program during any period in which the initial month-end net asset value is not equaled or exceeded by a subsequent month-end net asset value.

Dunn App. - 19

THE FRONTIER FUND

STATEMENT OF ADDITIONAL INFORMATION

This statement of additional information (the “Statement of Additional Information”) is not a prospectus and should be read in conjunction with the prospectus dated January 30, 2004 (the “Prospectus”), of The Frontier Fund (the “Trust”). This Statement of Additional Information is incorporated by reference into the Prospectus. A copy of the Prospectus may be obtained free of charge by contacting Equinox Fund Management, LLC, the Trust’s managing owner (the “Managing Owner”). The Managing Owner is located at 1660 Lincoln Street, Suite 100, Denver, Colorado 80264. The Managing Owner’s telephone number is (303) 837-0600, and its facsimile number is (303) 832-9354.

The date of this Statement of Additional Information is January 30, 2004.

THE FRONTIER FUND

STATEMENT OF ADDITIONAL INFORMATION

Table of Contents

THE NON-MAJOR TRADING ADVISORS	SAI – 1
THE FUTURES MARKETS	SAI – 2
GLOSSARY OF TERMS	SAI – 6
BENEFITS TO INVESTING IN THE TRUST	SAI-10
HYPOTHETICAL COMPOSITE PERFORMANCE TABLE FOR BALANCED SERIES	SAI-11
VALUE-ADDED MONTHLY INDICES	SAI-13
SUMMARY PERFORMANCE COMPARISONS	SAI-17

SAI-ii

THE NON-MAJOR TRADING ADVISORS

Winton Capital Management Limited, a United Kingdom company (“Winton”) and Phoenix Global Advisors, LLC, a Delaware limited liability company (“Phoenix”) are considered non-major Trading Advisors because they will each manage less than 10% of assets allocable to the Balanced Series Units through a Trading Company.

Winton Capital Management Limited

Winton was formed on February 4, 1997. Winton’s main business office is located at 1a St. Mary Abbot’s Place, London W8 6LS, United Kingdom. It has been registered as a commodity trading advisor with the CFTC since January 21, 1998 and has been a member of the NFA since January 29, 1998. Such registration and membership do not imply that the CFTC or the NFA have endorsed Winton’s qualifications to provide the advisory services described herein.

Winton has three (3) principals, David Winton Harding, Martin John Hunt, and Festuca Investments Ltd.

Mr. Martin Hunt and Mr. David Harding are responsible for making trading decisions on behalf of Winton.

Winton will manage less than 10% of the assets allocable to the Balanced Series. Winton will conduct trading for its allocation from the Balanced Series through a Trading Company pursuant to Winton’s Diversified Program. The annual rates of return with respect to the Diversified Program for the past five years is as follows: 17.25% (ten months) in 2003, 12.86% in 2002, 5.56% in 2001, 9.72% in 2000, 13.24% in 1999, 53.26% in 1998. The Worst Monthly Percentage Draw-Down of the Diversified Program is -12.03% in March 2003. The Worst Peak-to-Valley Draw-Down of the Diversified Program is -31.09% from November 2001 to May 2002. PAST PERFORMANCE IS NOT A NECESSARY INDICATION OF FUTURE RESULTS.

Phoenix Global Advisors, LLC

Phoenix was formed in 2001. Phoenix’s main business office is located at 1000 Skokie Boulevard, Suite 325, Wilmette, Illinois 60091. Phoenix was organized in 2001 as an independent commodity trading advisor. It has been registered as a commodity trading advisor with the CFTC since August 29, 2003 and has been a member of the NFA as of the same date. Such registration and membership do not imply that the CFTC or the NFA have endorsed Phoenix’s qualifications to the provide the advisory services described herein.

Phoenix’s principals are William Taki, Jr. and Peter Lacey, both of whom are responsible for making trading decisions on behalf of Phoenix.

Phoenix will manage less than 10% of the assets allocable to the Balanced Series. Phoenix will conduct its trading for its allocation from the Balanced Series through a Trading Company pursuant to Phoenix’s Futures Only Program. The annual rates of return with respect to the Futures Only Program since inception is 27.43% in 2003 (ten months), 49.94% in 2002, 23.83% in 2001 (seven months). The Worst Monthly Percentage Draw-Down of the Futures Only Program is -4.57% in October 2001. The Worst Peak-to-Valley Draw-Down of the Futures Only Program is -7.80% from August 2001 to October 2001. PAST PERFORMANCE IS NOT A NECESSARY INDICATION OF FUTURE RESULTS.

SAI-1

THE FUTURES MARKETS

Futures and Forward Contracts

Futures contracts in the United States can be traded only on approved exchanges and call for the future delivery of various commodities. These contractual obligations may be satisfied either by taking or making physical delivery or by making an offsetting sale or purchase of a futures contract on the same exchange. In certain instances, the S&P 500 contract for example, delivery is made through a cash settlement.

Forward currency contracts are traded off-exchange through banks or dealers. In such instances, the bank or dealer generally acts as principal in the transaction and charges “bid-ask” spreads.

Futures and forward trading is a “zero-sum” risk transfer economic activity. For every gain, there is an equal and offsetting loss.

Options on Futures Contracts

An option on a futures contract gives the purchaser of the option the right but not the obligation to take a position at a specified price (the “striking,” “strike” or “exercise” price) in a futures contract. A “call” option gives the purchaser the right to buy the underlying futures contract, and the purchaser of a “put” option acquires the right to take a sell position in the underlying contract. The purchase price of an option is referred to as its “premium.” The seller (or “writer”) of an option is obligated to take a position at a specified price opposite to the option buyer if the option is exercised. Thus, in the case of a call option, the seller must be prepared to sell the underlying futures contract at the strike price if the buyer should exercise the option. A seller of a put option, on the other hand, stands ready to buy the underlying futures contract at the strike price.

A call option on a futures contract is said to be “in-the-money” if the strike price is below current market levels and “out-of-the-money” if that price is above market. Similarly, a put option on a futures contract is said to be “in-the-money” if the strike price is above current market levels and “out-of-the-money” if the strike price is below current market levels.

Hedgers and Speculators

The two broad classifications of persons who trade futures are “hedgers” and “speculators.” Hedging is designed to minimize the losses that may occur because of price changes, for example, between the time a producer contracts to sell a commodity and the time of delivery. The futures and forward markets enable the hedger to shift the risk of price changes to the speculator. The speculator risks capital with the hope of making profits from such changes. Speculators, such as the Trust, rarely take delivery of the physical commodity but rather close out their futures positions through offsetting futures contracts.

Exchanges; Position and Daily Limits; Margins

Each of the commodity exchanges in the United States has an associated “clearinghouse.” Once trades made between members of an exchange have been cleared, each Clearing Broker looks only to the clearinghouse for all payments in respect of such broker’s open positions. The clearinghouse “guarantee” of performance on open positions does not run to customers. If a member firm goes bankrupt, customers could lose money.

The CFTC and the United States exchanges have established “speculative position limits” on the maximum positions that each Trading Advisor may hold or control in futures contracts on certain commodities.

Most United States exchanges limit the maximum change in futures prices during any single trading day. Once the “daily limit” has been reached, it becomes very difficult to execute trades. Because these limits apply on a day-to-day basis, they do not limit ultimate losses, but may reduce or eliminate liquidity.

SAI-2

When a position is established, “initial margin” is deposited. On most exchanges, at the close of each trading day, “variation margin,” representing the unrealized gain or loss on the open positions, is either credited to or debited from a trader’s account. If “variation margin” payments cause a trader’s “initial margin” to fall below “maintenance margin” levels, a “margin call” is made, requiring the trader to deposit additional margin or have his position closed out.

We expect each Series to trade on a number of foreign commodity exchanges. Foreign commodity exchanges differ in certain respects from their Unites States counterparts.

No United States agency regulates futures trading on exchanges outside of the United States, which generally involve forward contracts with banks or transactions in physical commodities generally. No regulatory scheme currently exists in relation to the foreign currency forward market, except for regulation of general banking activities and exchange controls in the various jurisdictions where trading occurs or in which the currency originates.

Some foreign exchanges also have no position limits, with each dealer establishing the size of the positions it will permit traders to hold. To the extent that any Series engages in transactions on foreign exchanges, it will be subject to the risk of fluctuations in the exchange rate between the native currencies of any foreign exchange on which it trades and the United States dollar (which risks may be hedged) and the possibility that exchange controls could be imposed in the future.

There is no limitation on daily price moves on forward contracts in foreign currencies traded through banks, brokers or dealers. While margin calls are not required by foreign exchanges, the Clearing Brokers may be subject to daily margin calls in foreign markets.

Trading Methods

Managed futures strategies are generally classified as either (i) technical or fundamental or (ii) systematic or discretionary.

Technical and Fundamental Analysis

Technical analysis operates on the theory that market prices, momentum and patterns at any given point in time reflect all known factors affecting the supply and demand for a particular commodity. Consequently, technical analysis focuses on market data as the most effective means of attempting to predict future prices.

Fundamental analysis, in contrast, focuses on the study of factors external to the markets, for example: weather, the economy of a particular country, government policies, domestic and foreign political and economic events, and changing trade prospects. Fundamental analysis assumes that markets are imperfect and that market mispricings can be identified.

Systematic and Discretionary Trading Approaches

A systematic trader relies on trading programs or models to generate trading signals. Discretionary traders make trading decisions of the basis of their own judgment.

Each approach involves inherent risks. For example, systematic traders may incur substantial losses when fundamental or unexpected forces dominate the markets, while discretionary traders may overlook price trends which would have been signaled by a system.

Trend Following

Trend-following advisors try to take advantage of major price movements, in contrast with traders who focus on making many small profits on short-term trades or through relative value positions. Trend-following

SAI-3

traders assume that most of their trades will be unprofitable. They look for a few large profits from big trends. During periods with no major price movements, a trend-following trading manager is likely to have big losses.

Risk Control Techniques

Trading managers often adopt risk management principles. Such principles typically restrict the size or positions taken as well as establishing stop-loss points at which losing positions must be liquidated. No risk control technique can assure that big losses will be avoided.

The Programs used by each Series’ Trading Advisors are technical, systematic and trend-following. See the Appendix for each Series attached to this Prospectus.

Managed Futures

A review of the above alerts an investor to the fact that futures trading requires knowledge and expertise. It is for this reason that Managed Futures have increased significantly over time.

Regulation of Markets

Commodity Exchange Act

The United States Congress enacted the CE Act to regulate trading in commodities, the exchanges on which they are traded, the individual brokers who are members of such exchanges, and commodity professionals and commodity brokerage houses that trade in these commodities in the United States.

Commodity Futures Trading Commission

The CFTC is an independent governmental agency that administers the CE Act and is authorized to promulgate rules thereunder. A function of the CFTC is to implement the objectives of the CE Act in preventing price manipulation and excessive speculation and to promote orderly and efficient commodity futures markets. The CFTC has adopted regulations covering, among other things, (a) the designation of contract markets; (b) the monitoring of United States commodity exchange rules; (c) the establishment of speculative position limits; (d) the registration of commodity brokers and brokerage houses, floor brokers, introducing brokers, leverage transaction merchants, commodity trading advisors, CPOs and their principal employees engaged in non-clerical commodities activities (“associated persons”), and (e) the segregation of customers’ funds and recordkeeping by, and minimum financial requirements and periodic audits of, such registered commodity brokerage houses and professionals. Under the CE Act, the CFTC is empowered, among other things, to (i) hear and adjudicate complaints of any person (e.g., a Limited Owner) against all individuals and firms registered or subject to registration under the CE Act (reparations), (ii) seek injunctions and restraining orders, (iii) issue orders to cease and desist, (iv) initiate disciplinary proceedings, (v) revoke, suspend or not renew registrations and (vi) levy substantial fines. The CE Act also provides for certain other private rights of action and the possibility of imprisonment for violations.

The CFTC has adopted extensive regulations affecting CPOs (such as the Managing Owner) and commodity trading advisors (such as the Trading Advisors) and their associated persons which, among other things, require the giving of disclosure documents to new customers and the retention of current trading and other records, prohibit pool operators from commingling pool assets with those of the operators or their other customers and require pool operators to provide their customers with periodic account statements and an annual report. Upon request by the CFTC, the Managing Owner also will furnish the CFTC with the names and addresses of the Limited Owners, along with copies of all transactions with, and reports and other communications to, the Limited Owners. The CFTC has recently amended its regulations relating to the disclosure, recordkeeping and reporting obligations affecting CPOs. These regulations, as adopted, among other things, streamline the disclosure documents and increase from six to nine months the time period after which such documents must be updated.

SAI-4

United States Commodity Exchanges

United States commodity exchanges are given certain latitude in promulgating rules and regulations to control and regulate their members and clearing houses, as well as the trading conducted on their floors. Examples of current regulations by an exchange include establishment of initial and maintenance margin levels, size of trading units, daily price fluctuation limits and other contract specifications. Except for those rules relating to margins, all exchange rules and regulations relating to terms and conditions of contracts of sale or to other trading requirements currently must be reviewed and approved by the CFTC.

National Futures Association

Substantially all CPOs CTAs, futures commission merchants, introducing brokers and their associated persons are members or associated members of the NFA. The NFA’s principal regulatory operations include (i) auditing the financial condition of futures commission merchants, introducing brokers, CPOs and commodity trading advisors; (ii) arbitrating commodity futures disputes between customers and NFA members; (iii) conducting disciplinary proceedings; and (iv) registering futures commission merchants, CPOs, commodity trading advisors, introducing brokers and their respective associated persons, and floor brokers.

The regulation of commodities transactions in the United States is a rapidly changing area of law and the various regulatory procedures described herein are subject to modification by United States Congressional action, changes in CFTC rules and amendments to exchange regulations and NFA regulations.

SAI-5

GLOSSARY OF TERMS

The following glossary may assist prospective investors in understanding the terms used in this Prospectus:

Additional U.S. Seller.    Certain selected brokers or dealers retained by the Managing Owner that are members of the National Association of Securities Dealers, Inc.

Affiliate of the Managing Owner.    (i) any Person directly or indirectly owning, controlling or holding with power to vote 10% or more of the outstanding voting securities of the Managing Owner; (ii) any Person 10% or more of whose outstanding voting securities are directly or indirectly owned, controlled or held with power to vote, by the Managing Owner; (iii) any Person, directly or indirectly, controlling, controlled by, or under common control of the Managing Owner; (iv) any officer, director or partner of the Managing Owner; or (v) if such Person is an officer, director or partner of the Managing Owner, any Person for which such Person acts in any such capacity.

Business Day.    A day other than Saturday, Sunday or other day when banks and/or commodities exchanges in the city of New York or the city of Wilmington are authorized or obligated by law or executive order to close.

Clearing Broker.    Any person who engages in the business of effecting transactions in commodities contracts for the account of each Trading Company. UBS Securities and Banc of America Futures act in this capacity for each Trading Company.

Code.    The Internal Revenue Code of 1986, as amended.

Commodity.    Goods, wares, merchandise, produce and in general everything that is bought and sold in commerce. Out of this large class, certain commodities, because of their wide distribution, universal acceptance and marketability in commercial channels, have become the subject of trading on various national and international exchanges located in principal marketing and commercial areas. Traded commodities are sold in predetermined lots and quantities.

Commodity Futures Trading Commission.    An independent regulatory commission of the United States Government empowered to regulate commodity futures transactions and other commodity transactions under the CE Act, as amended.

Continuous Offering.    The period following the conclusion of the Initial Offering Period and ending on the date when the number of Units permitted to be sold pursuant to Section 3.2(f) of the Trust Agreement are sold, but in no event later than December 31, 2053.

Contract Month.    The month in which a futures contract may be satisfied by making or accepting delivery of the underlying commodity.

Contract round-turn.    The initial purchase of a long or short contract and the subsequent purchase of an offsetting contract.

Counter-trend liquidations.    Closing out a position after significant price move on the assumption that the market is due for a correction.

Daily price fluctuation limit.    The maximum permitted fluctuation imposed by commodity exchanges in the price of a commodity futures contract for a given commodity that can occur on a commodity exchange on a given day in relation to the previous day’s settlement price, which maximum permitted fluctuation is subject to change from time to time by the exchange. In the United States these limits, including changes thereto, are subject to CFTC approval. These limits generally are not imposed on option contracts or outside the United States.

SAI-6

Delivery.    The process of satisfying a commodity futures contract, an option on a physical commodity, or forward contract by transferring ownership of a specified quantity and grade of a cash commodity to the purchaser thereof.

Extraordinary Expenses.    Pursuant to Section 4.7(a) of the Trust Agreement, Extraordinary Expenses of the Trust and each Series include, but are not limited to, legal claims and liabilities and litigation costs and any permitted indemnification associated therewith.

Forward contract.    A cash market transaction in which the buyer and seller agree to the purchase and sale of a specific quantity of a commodity for delivery at some future time under such terms and conditions as the two may agree upon.

Futures contract.    A contract providing for the delivery or receipt at a future date of a specified amount and grade of a traded commodity at a specified price and delivery point, or for cash settlement. Such contracts are uniform for each commodity on each exchange and vary only with respect to price and delivery time. A commodity futures contract should be distinguished from the actual physical commodity, which is termed a “cash commodity.” It is important to note that trading in commodity futures contracts involves trading in contracts for future delivery of commodities and not the buying and selling of particular lots of commodities. A contract to buy or sell may be satisfied either by making or taking delivery of the commodity and payment or acceptance of the entire purchase price therefor, or by offsetting the contractual obligation with a countervailing contract on the same on a linked exchange prior to delivery.

Initial Offering Period.    The period that commenced as of the date of this Prospectus and continues for a period of up to sixty (60) days thereafter, subject to an extension of up to ninety (90) days in the discretion of the Managing Owner.

Limited Owner.    A Limited Owner is any person or entity acting in his, her or its capacity as a Unitholder in one or more Series of the Trust, and may include the Managing Owner with respect to Units purchased by it.

Limit order.    A trading order which sets a limit on either price or time of execution or both. Limit orders (as contrasted with stop orders) do not become market orders.

Long contract.    A contract to accept delivery of (buy) a specified amount of a commodity at a future date at a specified price.

Market order.    A trading order to execute a trade at the most favorable price as soon as possible.

Margin.    A good faith deposit with a broker to assure fulfillment of a purchase or sale of a commodity futures, or, in certain cases, forward or option contract. Commodity margins do not usually involve the payment of interest.

Managing Owner.    Equinox Fund Management, LLC or any substitute therefor as provided in the Trust Agreement.

Margin call.    A demand for additional funds after the initial good faith deposit required to maintain a customer’s account in compliance with the requirements of a particular commodity exchange or of a commodity broker.

Net Asset Value.    See Section 1.1 of the Trust Agreement attached as Exhibit A to the Statement of Additional Information.

New High Net Trading Profits.    See the Appendix for each Series of Units, attached to this Prospectus.

SAI-7

Net Worth.    See Section 4.3(i) of the Trust Agreement for the definition of “Net Worth.” Insofar as Net Worth relates to investor suitability, see the heading entitled “State Suitability Requirements” in the Subscription Agreement (Exhibit B to the Statement of Additional Information).

Open Position.    A contractual commitment arising under a long contract or a short contract that has not been extinguished by an offsetting trade or by delivery.

Organization and offering expenses.    Those expenses incurred in connection with the formation, qualification and initial registration of the Trust and the Units and in initially offering, distributing and processing the Units under applicable Federal and state law, and any other expenses actually incurred and directly or indirectly related to the organization of the Trust or the initial offering of the Units. See Section 4.7(a) of the Trust Agreement attached as Exhibit A to the Statement of Additional Information for a more particular enumeration of such expenses, all of which will be paid by the Managing Owner.

Parameters.    A value which can be freely assigned in a trading system in order to vary the timing of signals.

Pattern recognition.    The ability to identify patterns that appeared to act as precursors of price advances or declines in the past.

Pit Brokerage Fee.    Pit Brokerage Fee shall include floor brokerage clearing fees, National Futures Association fees, and exchange fees.

Position Limit.    The maximum number of speculative futures or option contracts in any one commodity (on one contract market), imposed by the CFTC or a United States commodity exchange, that can be held or controlled at one time by one person or a group of persons acting together. These limits generally are not imposed for trading on markets or exchanges outside the United States.

Redemption Date.    Means the day of the week after the date the Managing Owner is in receipt of a redemption request for a least one (1) Business Day to be received by the Managing Owner no later than 4:00 PM NYT in order for the redemption to be effective as of the next Business Day.

Secular trend.    Intermediate upswings and downswings in price that over a long period of time constitutes a big move.

Series.    Means a separate series of the Trust as provided in Sections 3806(b)(2) and 3804 of the Trust Act, the Units of which shall be beneficial interests in the Trust Estate separately identified with and belonging to such Series.

Short contract.    A contract to make delivery of (sell) a specified amount of a commodity at a future date at a specified price.

Special Redemption Date.    The twentieth (20th) Business Day following the notification by the Managing Owner to the Limited Owners of a decline in the Net Asset Value per Unit of any Series to less than 50% of the Net Asset Value per Unit of such Series as of the immediately preceding day.

Spot contract.    A cash market transaction in which buyer and seller agree to the purchase and sale of a specific commodity for immediate delivery.

Spreads or straddles.    A transaction involving the simultaneous holding of futures and/or option contracts dealing with the same commodity but involving different delivery dates or different markets, and in which the trader expects to earn profits from a widening or narrowing movement of the prices of the different contracts.

Stop-loss order.    An order to buy or sell at the market when a definite price is reached, either above or below the price of the instrument that prevailed when the order was given.

SAI-8

Stop order.    An order given to a broker to execute a trade when the market price for the contract reaches the specified stop order price. Stop orders are utilized to protect gains or limit losses on open positions. Stop orders become market orders when the stop order price is reached.

Support/resistance levels.

Support:  A previous low. A price level under the market where buying interest is sufficiently strong to overcome selling pressure.

Resistance:  A previous high. A price level over the market where selling pressure overcomes buying pressure and a price advance is turned back.

Systematic technical charting systems.    A system which is technical in nature and based on chart patterns as opposed to pure mathematical calculations.

Trading Approach.    See the Appendix for each Series of Units.

Trading Advisor.    Any entity or entities acting in its capacity as a commodity trading advisor to the Trust and any substitute(s) therefor as provided herein.

Trustee.    Wilmington Trust Company or any substitute therefor as provided in the Trust Agreement.

Units.    Means the beneficial interest of each Unitholder in the profits, losses, distributions, capital and assets of the Trust. The Managing Owner’s Capital Contributions shall be represented by “General” Units and a Limited Owner’s Capital Contributions shall be represented by “Limited” Units. Units will not be represented by certificates.

Unrealized profit or loss.    The profit or loss which would be realized on an open position in a futures, forward or option contract if it were closed at the current market value price for such contract.

Valuation Point.    The close of business on each Business Day of each day, or such other day as may be determined by the Managing Owner.

SAI-9

BENEFITS TO INVESTING IN THE TRUST

Investment Diversification

The Trust provides investors with the opportunity to participate in the commodities markets and to diversify an overall portfolio. The Managing Owner believes that portfolio diversification through an investment in the Trust may be advantageous because the profit potential of the Trust does not depend upon favorable general economic conditions and that it may be as profitable during periods of declining stock, bond and real estate markets as at any other time.

Market Diversification

Each Series of the Trust will generally trade a diverse portfolio of commodities. Each Limited Owner should be able to participate in a greater number of commodities markets than would be possible if the Trust’s minimum investment were traded on an individual investor basis. This market diversification may reduce the risk of loss.

Access to Trading Advisors

Through an investment in the Trust, an investor is able to access some of the leading commodity trading advisors which that investor otherwise might not be able to access. Because the Trust has a low minimum investment size ($1,000, no minimum in the case of IRAs or Benefit Plan Investors and $5,000 for investors who are residents of Texas, including IRAs and Benefit Plan Investors) investors can access the Trading Advisors for far less than the minimum account size of such Trading Advisor which typically would be $1,00,000 or more.

SAI-10

HYPOTHETICAL COMPOSITE PERFORMANCE TABLE FOR

BALANCED SERIES

(Deducting The Frontier Fund Balanced Series—Class 1 expenses)

The following performance table was constructed to simulate the performance of the multi-advisor portfolio of the Balanced Series. The performance table used the current anticipated allocations to each Trading Advisor and then simulated those allocations over the past five calendar years. The “actual” gross monthly returns of each Trading Advisor were used within the pro forma, with the current expense and interest income schedule of The Frontier Fund deducted from those returns. Three of the Trading Advisors’ programs do not have actual track records that go back the full five calendar years; therefore, within the calculation of the pro forma results, these Trading Advisors’ programs allocations were prorated to the other Trading Advisors during those months in which their performance was not available.

THIS COMPOSITE PERFORMANCE RECORD IS HYPOTHETICAL AND THESE TRADING ADVISORS HAVE NOT TRADED TOGETHER IN THE MANNER SHOWN IN THE COMPOSITE. HYPOTHETICAL PERFORMANCE RESULTS HAVE MANY INHERENT LIMITATIONS, SOME OF WHICH ARE DESCRIBED BELOW. NO REPRESENTATION IS BEING MADE THAT ANY MULTI-ADVISOR MANAGED ACCOUNT OR POOL WILL OR IS LIKELY TO ACHIEVE A COMPOSITE PERFORMANCE RECORD SIMILAR TO THAT SHOWN. IN FACT, THERE ARE FREQUENTLY SHARP DIFFERENCES BETWEEN A HYPOTHETICAL COMPOSITE PERFORMANCE RECORD AND THE ACTUAL RECORD SUBSEQUENTLY ACHIEVED.

ONE OF THE LIMITATIONS OF A HYPOTHETICAL COMPOSITE PERFORMANCE RECORD IS THAT DECISIONS RELATING TO THE SELECTION OF TRADING ADVISORS AND THE ALLOCATION OF ASSETS AMONG THOSE TRADING ADVISORS WERE MADE WITH THE BENEFIT OF HINDSIGHT BASED UPON THE HISTORICAL RATES OF RETURN OF THE SELECTED TRADING ADVISORS. THEREFORE, COMPOSITE PERFORMANCE RECORDS INVARIABLY SHOW POSITIVE RATES OF RETURN. ANOTHER INHERENT LIMITATION ON THESE RESULTS IS THAT THE ALLOCATION DECISIONS REFLECTED IN THE PERFORMANCE RECORD WERE NOT MADE UNDER ACTUAL MARKET CONDITIONS AND, THEREFORE, CANNOT COMPLETELY ACCOUNT FOR THE IMPACT OF FINANCIAL RISK IN ACTUAL TRADING. FURTHERMORE, THE COMPOSITE PERFORMANCE RECORD MAY BE DISTORTED BECAUSE THE ALLOCATION OF ASSETS CHANGES FROM TIME TO TIME AND THESE ADJUSTMENTS ARE NOT REFLECTED IN THE COMPOSITE.

THE MANAGING OWNER HAS HAD LITTLE OR NO EXPERIENCE ALLOCATING ASSETS AMONG PARTICULAR TRADING ADVISORS. BECAUSE THERE ARE NO ACTUAL ALLOCATIONS TO COMPARE TO THE PERFORMANCE RESULTS FROM THE HYPOTHETICAL ALLOCATION, CUSTOMERS SHOULD BE PARTICULARLY WARY OF PLACING UNDUE RELIANCE ON THESE RESULTS. PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

SAI-11

	2003	2002	2001	2000	1999	1998
January	3.53%	-1.18%	1.34%	3.10%	0.65%	1.95%
February	4.32%	-2.49%	1.99%	0.35%	2.15%	2.81%
March	-7.72%	0.43%	3.26%	-5.20%	2.04%	4.21%
April	2.69%	0.65%	-4.14%	3.00%	4.59%	-4.98%
May	8.84%	3.76%	0.12%	2.42%	-0.21%	5.29%
June	-3.75%	8.50%	-0.14%	-1.47%	6.19%	8.94%
July	-0.11%	7.12%	2.96%	-0.90%	-3.08%	-0.09%
August	0.33%	2.88%	3.47%	4.19%	-0.40%	7.67%
September	1.01%	6.60%	5.80%	-1.95%	1.25%	4.10%
October	3.58%	-4.73%	3.80%	-0.12%	-2.71%	0.04%
November		-1.15%	-6.67%	3.55%	3.22%	5.24%
December		7.08%	0.91%	6.86%	1.68%	3.94%
Year	12.42%	29.92%	12.71%	14.07%	16.04%	45.89%

WorstMonthly Percentage Draw-down:	-7.72%(March 2003)
WorstPeak-to-Valley Draw-down:	-9.25% (October 2001 to February 2002)

The Balanced Series pro forma composite performance table was derived using the Managing Owner’s anticipated initial allocations to each Trading Advisor and a simulation of such allocations over the past five calendar years. Actual gross trading performance (gross realized and unrealized gain/loss before deduction for trading commissions and fees, management fees, any other expenses, and before addition of interest income) is adjusted for the anticipated trading expenses, management fees, initial service fees, on-going service fees, and interest income of the Balanced Series of the Frontier Fund. These anticipated items, as an annualized percentage calculated monthly on the adjusted beginning of month net asset value are:

• Brokerage commissions and trading fees: 1.49%

• Management fees: 0.5%

• Initial service fees and on-going service fees: 3.0%

An incentive fee of 25% of New High Net Trading Profits (as defined), earned monthly, is calculated in the pro forma. Also, any interest income in excess of an annualized rate of 2%, based upon the 90-day Treasury Bill rate for each month to the adjusted beginning of month net asset value, is credited in the pro forma.

The Pro Forma used a simulated adjusted beginning of month net asset value (the Trading Advisors’ net performance divided by rate of return for the month, underlying each Trading Advisor’s composite) in order to replicate the same rate of return from the Trading Advisors’ actual performance, adjusted for the Series’ fees, expenses and interest income.

Draw-down means losses experienced by the account over a specified period.

Worst peak-to-valley draw-down means the greatest cumulative percentage decline in month-end net asset value due to losses sustained by the trading program during any period in which the initial month-end net asset value is not equaled or exceeded by a subsequent month-end net asset value.

SAI-12

VALUE-ADDED MONTHLY INDICES

The Value-Added Monthly Index, or VAMI, is an index that tracks the actual monthly performance of a $1000 investment in each trading program to be traded for each Series of the Trust (other than the Balanced Series), with performance adjustments to reflect the fees and expenses to be incurred by such Series of the Trust. The calculation for the current month’s VAMI is the previous VAMI x (1 + Current Monthly Rate of Return). The VAMI charts the total return gained from reinvestment through compounding.

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

The VAMI chart displayed above was prepared using the trading composite results of Graham’s K-4 Trading Program pro forma for the expenses of the Trust applicable to the Graham Series-1 Units as set forth in the Graham Series appendix. For the actual performance of Graham’s K-4 Program, please see the Graham Series appendix on page Graham App. –9. Trading results from July to December 2000 are based on standard leverage. For the balance of the period reflected by the chart, trading results are based on 1.5 times leverage. For the period from January through June the actual pro forma composite performance of Graham’s K-4 Program at 1.5 times leverage was a loss of 10.57.

SAI-13

The VAMI chart displayed above was prepared using the trading composite results of Beach’s Discretionary Program pro forma for the expenses of the Trust applicable to the Beach Series-1 Units as set forth in the Beach Series appendix. For the actual performance of Beach’s Discretionary Program, please see the Beach Series appendix on page Beach Series App. –9.

SAI-14

The VAMI chart displayed above was prepared using the trading composite results of the C-View Limited 3X Program pro forma for the expenses of the Trust applicable to the C-View Series-1 Units as set forth in the C-View Series appendix. For the actual performance of the C-View Limited 3X Program, please see the C-View Series appendix on page C-View Currency App. –8.

SAI-15

The VAMI chart displayed above was prepared using the trading composite results of the Dunn DCF Trading Program pro forma for the expenses of the Trust applicable to the Dunn Series-1 Units as set forth in the Dunn Series appendix. For the actual performance of the Dunn DCF Program, please see the Dunn Series appendix on page Dunn App. –10.

SAI-16

SUMMARY PERFORMANCE COMPARISONS

Balanced Series Pro Forma Performance Summary: January 1998 – October 2003

The comparative chart which follows sets forth the pro forma average annualized rate of return for the Balanced Series of Units as well as the comparative rates of return earned by the managed futures, stock and bond asset classes during the same time periods. The comparative chart should be reviewed in connection with the footnotes which accompany the comparative chart. PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

	Program	Pro Forma Average Annualized Rate of Return1		Worst Historical Loss2
Balanced Series Program3	N/A	21.93	%	-9.25	%
Balanced Series Trading Advisor
Beach Capital Management Limited4	Discretionary	18.23	%	-14.66	%
C-View International Limited	Currency	9.94	%	-5.38	%
Cornerstone Trading Company, Inc.	International Value	18.50	%	-14.01	%
Dunn Capital Management, Inc.5	Combined Financial	10.98	%	-38.66	%
Fall River Capital, LLC6	Global Trends	29.98	%	-18.17	%
Meyer Capital Management, Inc.	Diversified	43.23	%	-31.39	%
Phoenix Global Advisors, LLC7	Futures Only	36.50	%	-7.88	%
Winton Capital Management Limited	Diversified	16.38	%	-27.17	%
Benchmark Comparisons:
Managed Futures Public Fund Index		5.19	%	-14.29	%
U.S. Stocks		2.83	%	-44.73	%
U.S. Bonds		6.94	%	-3.55	%

Additional information concerning this series and Trading Advisors is contained in the Balanced Series Appendix to the Prospectus of the Trust.

Managed Futures: CISDM Public Fund Index. Source: Managed Account Reports, Inc.

Stocks: S&P 500 Index (dividends reinvested);

Bonds: Lehman Brothers U.S. Long Treasury Bond Index. Source: Pertrac 2000, product of Strategic Financial Solutions, LLC.

^1. The actual trading composite results of the Balanced Series Trading Advisors net of fees, pro forma for expenses of the Trust applicable to the Balanced Series 1 Units as set forth in the Break Even Table below.

^2. Worst Historical Loss: measure of risk (also known as Maximum Drawdown) that illustrates the largest peak-to-valley decline, based on monthly rates of return, during a given time period. The time period of analysis is January 1998 – October 2003.

^3. Three of the Trading Advisors’ programs do not have actual track records that go back the full five calendar years; therefore, within the calculation of the pro forma results, these Trading Advisors’ program allocations were prorated to the other Trading Advisors during those months in which their performance was unavailable.

^4. Beach will manage the proceeds of the Beach Series Units pursuant to the Beach Discretionary 1XLProgram, which is a diversified portfolio of global foreign exchange, bond, equity, stock and commodity futures, forwards, spots, swaps and options contracts.

^5. The DUNN Series-1 pro forma composite performance table is derived from a 50-50 combination of the DUNN WMA and TOPS programs. This combination was used to derive the pro forma in place of the DUNN DCF Program offered by the Trust because the DCF Program does not have an extensive performance history. In addition, the trading strategy of the DCF Program is to trade equal and leveraged portions in separate WMA and TOPS trading accounts, as a result the 50-50 combination used to derive the pro forma table is comparable to the DCF Program offered by the Trust.

^6. Performance for Fall River’s Global Trends Program is presented since the inception of the Program in August 2000.

^7. Performance for Phoenix Global Advisors’ Futures Only Program is presented since the inception of the Program in June 2001.

SAI-17

Graham Series Summary Performance Comparison: June 1999 – October 2003

The comparative chart which follows sets forth the pro forma average annualized rate of return for the Graham Series of Units as well as the comparative rates of return earned by the managed futures, stock and bond asset classes during the same time periods. The comparative chart should be reviewed in connection with the footnotes which accompany the comparative chart. PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

	Graham K4 Program1		U.S. Stocks		U.S. Bonds		Managed Futures
Average Annualized Rate of Return1	20.51	%	-3.36	%	7.48	%	5.17	%
Worst Historical Loss2	-17.59	%	-44.73	%	-3.55	%	-13.69	%

Stocks: S&P 500 Index (dividends reinvested). Source: PerTrac 2000, product of Strategic Financial Solutions, LLC.

Bonds: Lehman Brothers Aggregate Bond Market Index. Source: PerTrac 2000, product of Strategic Financial Solutions, LLC.

Managed Futures: CISDM Public Fund Index. Source: Managed Account Reports, Inc.

^1. The actual trading composite results of Graham’s K4 Trading Program; pro forma for expenses of the Trust applicable to the Graham Series 1 Units as set forth in the Break Even Table.

^2. Worst Historical Loss: measure of risk (also known as Maximum Drawdown) that illustrates the largest peak-to-valley decline, based on monthly rates of return, during a given time period. The time period of analysis is June 1999 – October 2003.

SAI-18

Beach Series Summary Performance Comparison: January 1998 – Oct. 2003

The comparative chart which follows sets forth the pro forma average annualized rate of return for the Beach Series of Units as well as the comparative rates of return earned by the managed futures, stock and bond asset classes during the same time periods. The comparative chart should be reviewed in connection with the footnotes which accompany the comparative chart. PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

	Beach Discretionary Program1		U.S. Stocks		U.S. Bonds		Managed Futures
Average Annualized Rate of Return1	18.49	%	6.94	%	2.83	%	5.19	%
Worst Historical Loss2	-15.03	%	-44.73	%	-3.55	%	-14.29	%

Stocks: S&P 500 Index (dividends reinvested). Source: PerTrac 2000, product of Strategic Financial Solutions, LLC.

Bonds: Lehman Brothers Aggregate Bond Market Index. Source: PerTrac 2000, product of Strategic Financial Solutions, LLC.

Managed Futures: CISDM Public Fund Index. Source: Managed Account Reports, Inc.

^1. The actual trading composite results of Beach’s Discretionary Program; pro forma for expenses of the Trust applicable to the Beach Series 1 Units as set forth in the Break Even Table.

^2. Worst Historical Loss: measure of risk (also known as Maximum Drawdown) that illustrates the largest peak-to-valley decline, based on monthly rates of return, during a given time period. The time period of analysis is January 1998 – October 2003.

SAI-19

C-View Currency Series Summary Performance Comparison: January 1998 – October 2003

The comparative chart which follows sets forth the pro forma average annualized rate of return for the C-View Currency Series of Units as well as the comparative rates of return earned by the managed futures, stock and bond asset classes during the same time periods. The comparative chart should be reviewed in connection with the footnotes which accompany the comparative chart. PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

	C-View Program1		U.S. Stocks		U.S. Bonds		Managed Futures
Average Annualized Rate of Return1	8.95	%	2.83	%	6.94	%	5.19	%
Worst Historical Loss2	-6.66	%	-44.73	%	-3.55	%	-14.29	%

Stocks: S&P 500 Index (dividends reinvested). Source: PerTrac 2000, product of Strategic Financial Solutions, LLC.

Bonds: Lehman Brothers Aggregate Bond Market Index. Source: PerTrac 2000, product of Strategic Financial Solutions, LLC.

Managed Futures: CISDM Public Fund Index. Source: Managed Account Reports, Inc.

^1. The actual trading composite results of the C-View Limited 3x Program; pro forma for expenses of the Trust applicable to the C-View Currency Series 1 Units as set forth in the Break Even Table.

^2. Worst Historical Loss: measure of risk (also known as Maximum Drawdown) that illustrates the largest peak-to-valley decline, based on monthly rates of return, during a given time period. The time period of analysis is January 1998-October 2003.

SAI-20

Dunn Series Summary Performance Comparison: January 1998 – Oct. 2003

The comparative chart which follows sets forth the pro forma average annualized rate of return for the Dunn Series of Units as well as the comparative rates of return earned by the managed futures, stock and bond asset classes during the same time periods. The comparative chart should be reviewed in connection with the footnotes which accompany the comparative chart. PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

	Dunn DCF Program1		U.S. Stocks		U.S. Bonds		Managed Futures
Average Annualized Rate of Return1	11.54	%	2.83	%	6.94	%	5.19	%
Worst Historical Loss2	-38.07	%	-44.73	%	-3.55	%	-14.29	%

Stocks: S&P 500 Index (dividends reinvested). Source: PerTrac 2000, product of Strategic Financial Solutions, LLC.

Bonds: Lehman Brothers Aggregate Bond Market Index. Source: PerTrac 2000, product of Strategic Financial Solutions, LLC.

Managed Futures: CISDM Public Fund Index. Source: Managed Account Reports, Inc.

^1. The actual trading composite results of the Dunn Combined Financial Program; pro forma for expenses of the Trust applicable to the Dunn Series 1 Units as set forth in the Break Even Table. The DUNN Series-1 pro forma composite performance table is derived from a 50-50 combination of the DUNN WMA and TOPS programs. This combination was used to derive the pro forma in place of the DUNN DCF Program offered by the Trust because the DCF Program does not have an extensive performance history. In addition, the trading strategy of the DCF Program is to trade equal and leveraged portions in separate WMA and TOPS trading accounts, as a result, the 50-50 combination used to derive the pro forma table is comparable to the DCF Program offered by the Trust.

^2. Worst Historical Loss: measure of risk (also known as Maximum Drawdown) that illustrates the largest peak-to-valley decline, based on monthly rates of return, during a given time period. The time period of analysis is January 1998 – October 2003.

SAI-21

EXHIBIT A

AMENDED AND RESTATED

DECLARATION OF TRUST

AND

TRUST AGREEMENT

OF

THE FRONTIER FUND

Dated as of August 8, 2003

By and Among

EQUINOX FUND MANAGEMENT, LLC,

WILMINGTON TRUST COMPANY

and

THE UNITHOLDERS

from time to time hereunder

TABLE OF CONTENTS

		Page
ARTICLE I DEFINITIONS; THE TRUST		A-1
SECTION 1.1	Definitions	A-1
SECTION 1.2	Name	A-5
SECTION 1.3	Delaware Trustee; Business Offices	A-5
SECTION 1.4	Purposes and Powers	A-6
SECTION 1.5	Tax Treatment	A-6
SECTION 1.6	General Liability of the Managing Owner	A-7
SECTION 1.7	Legal Title	A-7
SECTION 1.8	Series Trust	A-7
ARTICLE II THE TRUSTEE		A-7
SECTION 2.1	Term; Resignation	A-7
SECTION 2.2	Powers	A-7
SECTION 2.3	Compensation and Expenses of the Trustee	A-8
SECTION 2.4	Indemnification	A-8
SECTION 2.5	Successor Trustee	A-8
SECTION 2.6	Liability of Trustee	A-8
SECTION 2.7	Reliance; Advice of Counsel	A-9
ARTICLE III UNITS; CAPITAL CONTRIBUTIONS		A-10
SECTION 3.1	General	A-10
SECTION 3.2	Limited Units	A-11
SECTION 3.3	Managing Owner’s Required Contribution	A-18
SECTION 3.4	Establishment of Series of Units	A-19
SECTION 3.5	Establishment of Classes and Sub-Series	A-19
SECTION 3.6	Assets of Series	A-19
SECTION 3.7	Liabilities of Series	A-19
SECTION 3.8	Series Distributions	A-21
SECTION 3.9	Voting Rights	A-21
SECTION 3.10	Equality	A-21
SECTION 3.11	Exchange of Units	A-22
ARTICLE IV THE MANAGING OWNER		A-22
SECTION 4.1	Management of the Trust	A-22
SECTION 4.2	Authority of Managing Owner	A-22
SECTION 4.3	Obligations of the Managing Owner	A-24
SECTION 4.4	General Prohibitions	A-26
SECTION 4.5	Liability of Covered Persons	A-27
SECTION 4.6	Indemnification of the Managing Owner	A-27
SECTION 4.7	Expenses	A-28
SECTION 4.8	Compensation to the Managing Owner	A-28
SECTION 4.9	Other Business of Unitholders	A-31
SECTION 4.10	Voluntary Withdrawal of the Managing Owner	A-31
SECTION 4.11	Authorization of Registration Statements	A-31
SECTION 4.12	Litigation	A-31

i

		Page
ARTICLE V TRANSFERS OF UNITS		A-31
SECTION 5.1	General Prohibition	A-31
SECTION 5.2	Transfer of Managing Owner’s General Units	A-31
SECTION 5.3	Transfer of Limited Units	A-32
ARTICLE VI DISTRIBUTION AND ALLOCATIONS		A-34
SECTION 6.1	Capital Accounts	A-34
SECTION 6.2	Book Capital Account Allocations	A-34
SECTION 6.3	Allocation of Profit and Loss for United States Federal Income Tax Purposes	A-35
SECTION 6.4	Allocation of Distributions	A-36
SECTION 6.5	Admissions of Unitholders; Transfers	A-36
SECTION 6.6	Liability for State and Local and Other Taxes	A-37
ARTICLE VII REDEMPTIONS		A-37
SECTION 7.1	Redemption of Units	A-37
SECTION 7.2	Redemption by the Managing Owner	A-38
SECTION 7.3	Redemption Fee	A-39
SECTION 7.4	Exchange of Units	A-39
ARTICLE VIII THE LIMITED OWNERS		A-39
SECTION 8.1	No Management or Control; Limited Liability	A-39
SECTION 8.2	Rights and Duties	A-39
SECTION 8.3	Limitation on Liability	A-40
ARTICLE IX BOOKS OF ACCOUNT AND REPORTS		A-41
SECTION 9.1	Books of Account	A-41
SECTION 9.2	Annual Reports and Monthly Statements	A-41
SECTION 9.3	Tax Information	A-41
SECTION 9.4	Calculation of Net Asset Value of a Series	A-41
SECTION 9.5	Other Reports	A-41
SECTION 9.6	Maintenance of Records	A-42
SECTION 9.7	Certificate of Trust	A-42
SECTION 9.8	Registration of Units	A-42
ARTICLE X FISCAL YEAR		A-42
SECTION 10.1	Fiscal Year	A-42
ARTICLE XI AMENDMENT OF TRUST AGREEMENT; MEETINGS		A-42
SECTION 11.1	Amendments to the Trust Agreement	A-42
SECTION 11.2	Meetings of the Trust	A-44
SECTION 11.3	Action Without a Meeting	A-44
ARTICLE XII TERM		A-44
SECTION 12.1	Term	A-44
ARTICLE XIII TERMINATION		A-44
SECTION 13.1	Events Requiring Dissolution of the Trust or any Series	A-44
SECTION 13.2	Distributions on Dissolution	A-46
SECTION 13.3	Termination; Certificate of Cancellation	A-46

ii

		Page
ARTICLE XIV POWER OF ATTORNEY		A-46
SECTION 14.1	Power of Attorney Executed Concurrently	A-46
SECTION 14.2	Effect of Power of Attorney	A-47
SECTION 14.3	Limitation on Power of Attorney	A-47
ARTICLE XV MISCELLANEOUS		A-47
SECTION 15.1	Governing Law	A-47
SECTION 15.2	Provisions In Conflict With Law or Regulations	A-48
SECTION 15.3	Construction	A-48
SECTION 15.4	Notices	A-48
SECTION 15.5	Counterparts	A-48
SECTION 15.6	Binding Nature of Trust Agreement	A-48
SECTION 15.7	No Legal Title to Trust Estate	A-49
SECTION 15.8	Creditors	A-49
SECTION 15.9	Integration	A-49

EXHIBIT A-1 –	CERTIFICATE OF TRUST OF THE FRONTIER FUND
UNDER SEPARATE COVER:
EXHIBIT B –	THE FRONTIER FUND SUBSCRIPTION AGREEMENTS FOR LIMITED UNITS OF BENEFICIAL INTERESTS
EXHIBIT C –	EXCHANGE REQUEST
EXHIBIT D –	THE FRONTIER FUND REQUEST FOR REDEMPTION
PART II-INFORMATION NOT REQUIRED IN PROSPECTUS

iii

THE FRONTIER FUND

AMENDED AND RESTATED

DECLARATION OF TRUST AND TRUST AGREEMENT

This amended and restated declaration of trust and trust agreement of The Frontier Fund (the “Trust Agreement”) is made and entered into as of the 8th day of August, 2003, by and among EQUINOX FUND MANAGEMENT, LLC, a Delaware limited liability company (the “Managing Owner”), Wilmington Trust Company, a Delaware company, as trustee (the “Trustee”), and the UNITHOLDERS from time to time hereunder.

WHEREAS, the parties hereto desire to provide for the governance of the Trust and to set forth in detail their respective rights and duties relating to the Trust.

NOW, THEREFORE, in consideration of the mutual promises and agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, hereby agree as follows:

ARTICLE I

DEFINITIONS; THE TRUST

SECTION 1.1    Definitions.    These definitions contain certain provisions required by the NASAA Guidelines and, except for minor exceptions, are included verbatim from such Guidelines, and, accordingly, may not, in all cases, be relevant. As used in this Trust Agreement, the following terms shall have the following meanings unless the context otherwise requires:

“Affiliate of the Managing Owner” means: (i) any officer, director, or partner of the Managing Owner, (ii) any corporation, partnership, trust or other entity controlling, controlled by or under common control with the Managing Owner or any Person described in (i) above, (iii) any officer, director, trustee, or general partner of any Person who is a member, other than as limited partner, with any Person described in (i) and (ii) above, in a relationship of joint venture, general partnership or similar form of unincorporated business association. For purposes of this definition the term “control” shall also mean the control or ownership of ten percent (10%) or more of the beneficial interest in the Person referred to.

“Benefit Plan Investors” means employee benefit plans subject to Title I of ERISA, government plans, church plans, Individual Retirement Accounts, Keogh Plans covering only self-employed persons and no employees, employee benefit plans covering only the sole owner of a business and/or his spouse and foreign pension plans.

“Business Day” means a day other than Saturday, Sunday or other day when banks and/or securities exchanges in the City of New York or the City of Wilmington are authorized or obligated by law or executive order to close.

“Capital Contribution” means the amount contributed and agreed to be contributed to the Trust or any Series in the Trust by any subscriber or by the Managing Owner, as applicable, in accordance with Article III hereof.

“CE Act” means the Commodity Exchange Act, as amended.

“Certificate of Trust” means the Certificate of Trust of the Trust in the form attached hereto as Exhibit A-1, filed with the Secretary of State of the State of Delaware pursuant to Section 3810 of the Delaware Statutory Trust Act.

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“CFTC” means the Commodity Futures Trading Commission.

“Class” means any separate class within any Series of Units of the Trust as provided in Sections 3806(b)(1) of the Delaware Statutory Trust Act, the Units of which will have the rights, duties and privileges with respect to the Trust Estate of such Series as are set forth in this Trust Agreement, any document creating such Class or any Prospectus relating thereto.

“Code” means the Internal Revenue Code of 1986, as amended.

“Commodities” means positions in Commodity Contracts, forward contracts, foreign exchange positions and traded physical commodities, as well as cash commodities resulting from any of the foregoing positions.

“Commodity Broker” means any person who engages in the business of effecting transactions in Commodity Contracts for the account of others or for his or her own account.

“Commodity Contract” means any contract or option thereon providing for the delivery or receipt at a future date of a specified amount and grade of a traded physical commodity at a specified price and delivery point.

“Continuous Offering Period” means the period following the conclusion of the Initial Offering Period and ending on the date when the number of Units permitted to be sold pursuant to Section 3.2 are sold, but in no event later than December 31, 2053.

“Corporate Trust Office” means the principal office at which at any particular time the corporate trust business of the Trustee is administered, which office at the date hereof is located at 1100 N. Market Street, Rodney Square North, Wilmington, Delaware 19890-0001.

“Delaware Statutory Trust Act” means Chapter 38 of Title 12 of the Delaware Code, 12 Del.C. §3801 et seq., as the same may be amended from time to time.

“Disposition Gain” means, with respect to each Series, for each Fiscal Year, the Series’ aggregate recognized gain (including the portion thereof, if any, treated as ordinary income) resulting from each disposition of Series assets during such Fiscal Year with respect to which gain or loss is recognized for federal income tax purposes, including, without limitation, any gain or loss required to be recognized by the Series for federal income tax purposes pursuant to Section 988 or 1256 (or any successor provisions) of the Code.

“Disposition Loss” means, with respect to each Series, for each Fiscal Year, the Series’ aggregate recognized loss (including the portion thereof, if any, treated as ordinary loss) resulting from each disposition of Series assets during such Fiscal Year with respect to which gain or loss is recognized for federal income tax purposes, including, without limitation, any gain or loss required to be recognized by the Series for federal income tax purposes pursuant to Sections 988 or 1256 (or any successor provisions) of the Code.

“DOL” means the United States Department of Labor.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

“Fiscal Quarter” shall mean each period ending on the last day of each March, June, September and December of each Fiscal Year.

“Fiscal Year” shall have the meaning set forth in Article X hereof.

“Initial Offering Period” means the period with respect to a Series commencing with the initial effective date of the Prospectus and terminating no later than the sixtieth (60th) day following such date unless extended for up to an additional ninety (90) days at the sole discretion of the Managing Owner.

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“Limited Owner” means any person or entity who becomes a holder of Limited Units (as defined in Article III) and who is listed as such on the books and records of the Trust, and may include the Managing Owner with respect to the Limited Units purchased by it.

“IRS” means the Internal Revenue Service.

“Losses” means, with respect to each Series, for each Fiscal Year, losses of the Series as determined for federal income tax purposes, and each item of income, gain, loss or deduction entering into the computation thereof, except that any gain or loss taken into account in determining the Disposition Gain or the Disposition Loss of the Series for such Fiscal Year shall not enter into such computations.

“Managing Owner” means Equinox Fund Management, LLC or any substitute therefor as provided herein.

“Margin Call” means a demand for additional funds after the initial good faith deposit required to maintain a customer’s account in compliance with the requirements of a particular commodity exchange or of a commodity broker.

“NASAA Guidelines” means the North American Securities Administrators Association, Inc. Guidelines for the Registration of Commodity Pool Programs as last amended and restated.

“Net Asset Value of a Series” means the total assets in the Trust Estate of a Series including, but not limited to, all cash and cash equivalents (valued at cost plus accrued interest and amortization of original issue discount) less total liabilities of the Series, each determined on the basis of generally accepted accounting principles in the United States, consistently applied under the accrual method of accounting (“GAAP”), including, but not limited to, the extent specifically set forth below:

(a)    Net Asset Value of a Series shall include any unrealized profit or loss on open Commodities positions, and any other credit or debit accruing to the Series but unpaid or not received by the Series.

(b)    All open commodity futures contracts and options traded on a United States exchange are calculated at their then current market value, which shall be based upon the settlement price for that particular commodity futures contract and option traded on the applicable United States exchange on the date with respect to which Net Asset Value of a Series is being determined; provided, that if a commodity futures contract or option traded on a United States exchange could not be liquidated on such day, due to the operation of daily limits or other rules of the exchange upon which that position is traded or otherwise, the settlement price on the first subsequent day on which the position could be liquidated shall be the basis for determining the market value of such position for such day. The current market value of all open commodity futures contracts and options traded on a non-United States exchange shall be based upon the liquidating value for that particular commodity futures contract and option traded on the applicable non-United States exchange on the date with respect to which Net Asset Value of a Series is being determined; provided, that if a commodity futures contract or option traded on a non- United States exchange could not be liquidated on such day, due to the operation of rules of the exchange upon which that position is traded or otherwise, the liquidating value on the first subsequent day on which the position could be liquidated shall be the basis for determining the market value of such position for such day. The current market value of all open forward contracts entered into by a Series shall be the mean between the last bid and last asked prices quoted by the bank or financial institution which is a party to the contract on the date with respect to which Net Asset Value of a Series is being determined; provided, that if such quotations are not available on such date, the mean between the last bid and asked prices on the first subsequent day on which such quotations are available shall be the basis for determining the market value of such forward contract for such day. The Managing Owner may in its discretion value any of the Trust Estate pursuant to such other principles as it may deem fair and equitable so long as such principles are consistent with normal industry standards.

(c)    Interest earned on a Series commodity brokerage account shall be accrued at least daily.

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(d)    The amount of any distribution made pursuant to Article VI hereof shall be a liability of the Series from the day when the distribution is declared until it is paid.

“Net Asset Value of a Series per Unit” means the Net Asset Value of a Series divided by the number of Units of a Series outstanding on the date of calculation.

“Net Worth” means the excess of total assets over total liabilities as determined by generally accepted accounting principles. Net Worth shall be determined exclusive of home, home furnishings and automobiles.

“NFA” means the National Futures Association.

“Organization and Offering Expenses” shall have the meaning set forth in Section 4.7 of this Trust Agreement.

“Person” means any natural person, partnership, limited liability company, statutory trust, corporation, business trust, association, Benefit Plan Investor or other legal entity.

“Profits” means, with respect to each Series for each Fiscal Year, the income of the Series, as determined for Federal income tax purposes, with each item of income, gain, loss or deduction entering into the computation thereof, except that any gain or loss taken into account in determining the Disposition Gain or the Disposition Loss of the Series for such Fiscal Year shall not enter into such computations.

“Prospectus” means the final prospectus and disclosure document of the Trust and each Series thereof, constituting a part of each Registration Statement, as filed with the Securities and Exchange Commission and declared effective thereby, as the same may at any time and from time to time be amended or supplemented after the effective date(s) of the Registration Statement(s).

“Pyramiding” means the use of unrealized profits on existing Commodities positions to provide margins for additional Commodities positions of the same or a related commodity.

“Redemption Date” means the day of the week after the date the Managing Owner is in receipt of a redemption request for at least one (1) Business Day to be received by the Managing Owner no later than 4:00 PM New York City Time (“NYT”) in order for the redemption of Units held by the Unitholders may be redeemed in accordance with the provisions of Article VII hereof as of the next Business Day.

“Registration Statement” means a registration statement on Form S-1, as amended, filed with the Securities and Exchange Commission pursuant to which the Trust registered the Limited Units of a Series, as the same may at any time and from time to time be further amended or supplemented.

“Series” means a separate series of the Units in the Trust as provided in Sections 3806(b)(2) and 3804 of the Delaware Statutory Trust Act, the Units of which shall be beneficial interests in the Trust Estate separately identified with and belonging to such Series.

“Sponsor” means any person directly or indirectly instrumental in organizing the Trust or any person who will manage or participate in the management of the Trust, including the Managing Owner who pays any portion of the Organizational Expenses of the Trust and any other person who regularly performs or selects the persons who perform services for the Trust. Sponsor does not include wholly independent third parties such as attorneys, accountants, and underwriters whose only compensation is for professional services rendered in connection with the offering of the units. The term “Sponsor” shall be deemed to include its Affiliates.

“Subscription Agreement” means the agreement included as an exhibit to the Prospectus pursuant to which subscribers may subscribe for the purchase of the Limited Units.

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“Trading Advisor” means initially Beach Capital Management Limited, Cornerstone Trading Company Inc., C-View International Limited, Dunn Capital Management Inc., Fall River Capital, LLC, Graham Capital Management L.P., Meyer Capital Management Inc., Phoenix Global Advisors, LLC, Winton Capital Management Ltd. and any other entity or entities, acting in its capacity as a commodity trading advisor (i.e., any person who for any consideration engages in the business of advising others, either directly or indirectly, as to the value, purchase, or sale of Commodity Contracts or commodity options) to a Series, and any substitute(s) therefor as provided herein.

“Trust” means The Frontier Fund formed pursuant to this Trust Agreement.

“Trust Agreement” means this Amended and Restated Declaration of Trust and Trust Agreement as the same may at any time or from time to time be amended.

“Trustee” means [Trustee] or any substitute therefor as provided herein, acting not in its individual capacity but solely as trustee of the Trust.

“Trust Estate” means, with respect to a Series, any cash, commodity futures, forward and option contracts, all funds on deposit in the Series’ accounts, and any other property held by the Series, and all proceeds therefrom, including any rights of the Series pursuant to any Subscription Agreement and any other agreements to which the Trust or a Series thereof is a party.

“Unitholders” means the Managing Owner and all Limited Owners, as holders of Units of a Series, where no distinction is required by the context in which the term is used.

“Units” means the beneficial interest of each Unitholder in the profits, losses, distributions, capital and assets of a Series. The Managing Owner’s Capital Contributions shall be represented by “General” Units and a Limited Owner’s Capital Contributions shall be represented by “Limited” Units. Units need not be represented by certificates.

“Valuation Date” means the date as of which the Net Asset Value of a Series is determined.

“Valuation Period” means a regular period of time between Valuation Dates.

“Valuation Point” means the close of business on each day, or such other day as may be determined by the Managing Owner.

SECTION 1.2    Name.

(a)    The name of the Trust is “The Frontier Fund” in which name the Trustee and the Managing Owner may engage in the business of the Trust, make and execute contracts and other instruments on behalf of the Trust and sue and be sued on behalf of the Trust.

SECTION 1.3    Delaware Trustee; Business Offices.

(a)    The sole trustee of the Trust is Wilmington Trust Company, which is located at the Corporate Trust Office or at such other address in the State of Delaware as the Trustee may designate in writing to the Unitholders. The Trustee shall receive service of process on the Trust in the State of Delaware at the foregoing address. In the event the Trustee resigns or is removed as the trustee, the Trustee of the Trust in the State of Delaware shall be the successor trustee.

(b)    The principal office of the Trust, and such additional offices as the Managing Owner may establish, shall be located at such place or places inside or outside the State of Delaware as the Managing Owner may designate from time to time in writing to the Trustee and the Unitholders. Initially, the principal office of the Trust shall be at c/o Equinox Fund Management, LLC, 1660 Lincoln Street, Suite 100, Denver, Colorado 80264.

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(c)    Declaration of Trust. The Managing Owner, as grantor of the Trust, hereby contributes, and the Trustee hereby acknowledges that the Trust has received, the sum of $1,000 per Series in bank accounts in the name of each Series of the Trust controlled by the Managing Owner, and the Trustee hereby declares that it shall hold such sum in trust, upon and subject to the conditions set forth herein for the use and benefit of the Unitholders. It is the intention of the parties hereto that the Trust shall be a statutory trust under the Delaware Statutory Trust Act and that this Trust Agreement shall constitute the governing instrument of the Trust. It is not the intention of the parties hereto to create a general partnership, limited partnership, joint stock association, corporation, bailment or any form of legal relationship other than a Delaware statutory trust except to the extent that the Trust constitutes a partnership under the Code and applicable state and local tax laws. Nothing in this Trust Agreement shall be construed to make the Unitholders partners or members of a joint stock association except to the extent such Unitholders are deemed to be partners under the Code and applicable state and local tax laws. Notwithstanding the foregoing, it is the intention of the parties that the Trust be treated as a partnership under the Code and applicable state and local tax laws. In furtherance of the foregoing, the Trust shall not elect to be treated as an association taxable as a corporation for federal income tax purposes. Effective as of the date hereof, the Trustee and the Managing Owner shall have all of the rights, powers and duties set forth herein and in the Delaware Statutory Trust Act with respect to accomplishing the purposes of the Trust. The Trustee has filed the certificate of trust required by Section 3810 of the Delaware Statutory Trust Act in connection with the formation of the Trust under the Delaware Statutory Trust Act.

SECTION 1.4    Purposes and Powers.    The purposes of the Trust and each Series shall be (a) to trade, buy, sell, spread or otherwise acquire, hold or dispose of commodity futures, forward and option contracts, including foreign futures, forward contracts and foreign exchange positions worldwide; (b) to enter into any lawful transaction and engage in any lawful activities in furtherance of or incidental to the foregoing purposes; and (c) as determined from time to time by the Managing Owner, to engage in any other lawful business or activity for which a statutory trust may be organized under the Delaware Statutory Trust Act. The Trust shall have all of the powers specified in Section 15.1 hereof, including, without limitation, all of the powers which may be exercised by a Managing Owner on behalf of the Trust under this Trust Agreement.

SECTION 1.5    Tax Treatment.

(a)    The Tax Matters Partner (as defined in Section 6231 of the Code and any corresponding state and local tax law) of the Trust shall initially be the Managing Owner. The Tax Matters Partner, at the expense of the Trust, (i) shall prepare or cause to be prepared and filed the Trust’s tax returns as a partnership for federal, state and local tax purposes and (ii) shall be authorized to perform all duties imposed by Section 6221 et seq. of the Code, including, without limitation, (A) the power to conduct all audits and other administrative proceedings with respect to the tax items; (B) the power to extend the statute of limitations for all Unitholders with respect to the tax items; (C) the power to file a petition with an appropriate federal court for review of a final administrative adjustment of any tax items; and (D) the power to enter into a settlement with the IRS on behalf of, and binding upon, those Limited Owners having less than one percent (1%) interest in the Trust, unless a Limited Owner shall have notified the IRS and the Managing Owner that the Managing Owner shall not act on such Limited Owner’s behalf. The designation made by each Unitholder in this Section 1.5(a) is hereby approved by each Unitholder as an express condition to becoming a Unitholder. Each Unitholder agrees to take any further action as may be required by regulation or otherwise to effectuate such designation. Subject to Section 4.6, the Trust shall indemnify, to the full extent permitted by law, the Managing Owner from and against any damages or losses (including attorneys’ fees) arising out of or incurred in connection with any action taken or omitted to be taken by it in carrying out its responsibilities as Tax Matters Partner, provided such action taken or omitted to be taken does not constitute fraud, negligence or misconduct.

(b)    Each Unitholder shall furnish the Managing Owner and the Trustee with information necessary to enable the Managing Owner to comply with United States federal income tax information reporting requirements in respect of such Unitholder’s Units.

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SECTION 1.6    General Liability of the Managing Owner.

(a)    Subject to the restrictions set forth in Section 4.6 hereof, the Managing Owner shall be liable for the acts, omissions, obligations and expenses of each Series of the Trust, to the extent not paid out of the assets of the Series, to the same extent the Managing Owner would be so liable if each Series were a partnership under the Delaware Revised Uniform Limited Partnership Act and the Managing Owner were a general partner of such partnership. The foregoing provision shall not, however, limit the ability of the Managing Owner to limit its liability by contract. The obligations of the Managing Owner under this Section 1.6 shall be evidenced by its ownership of the General Units which, solely for purposes of the Delaware Statutory Trust Act, will be deemed to be a separate Class of Units in each Series. Without limiting or affecting the liability of the Managing Owner as set forth in this Section 1.6, notwithstanding anything in this Trust Agreement to the contrary, Persons having any claim against the Trust by reason of the transactions contemplated by this Trust Agreement and any other agreement, instrument, obligation or other undertaking to which the Trust is a party, shall look only to the Trust Estate in accordance with Section 3.7 hereof for payment or satisfaction thereof.

(b)    Subject to Sections 8.1 and 8.3 hereof, no Unitholder, other than the Managing Owner, to the extent set forth above, shall have any personal liability for any liability or obligation of the Trust or any Series thereof.

SECTION 1.7    Legal Title.    Legal title to all the Trust Estate shall be vested in the Trust as a separate legal entity; except where applicable law in any jurisdiction requires any part of the Trust Estate to be vested otherwise, the Managing Owner may cause legal title to the Trust Estate or any portion thereof to be held by or in the name of the Managing Owner or any other Person as nominee.

SECTION 1.8    Series Trust.    The Units of the Trust shall be divided into Series as provided in Section 3806(b)(2) of the Delaware Statutory Trust Act. Accordingly, it is the intent of the parties hereto that Articles IV, V, VI, VII, VIII, IX, X and XIII of this Trust Agreement shall apply also with respect to each such Series as if each such Series were a separate statutory trust under the Delaware Statutory Trust Act, and each reference to the term Trust in such Articles shall be deemed to be a reference to each Series to the extent necessary to give effect to the foregoing intent. The use of the terms Trust or Series in this Trust Agreement shall in no event alter the intent of the parties hereto that the Trust receive the full benefit of the limitation on interseries liability as set forth in Section 3804 of the Delaware Statutory Trust Act.

ARTICLE II

THE TRUSTEE

SECTION 2.1    Term; Resignation.

(a)    Wilmington Trust Company has been appointed and hereby agrees to continue to serve as the trustee of the Trust. The Trust shall have only one trustee unless otherwise determined by the Managing Owner. The Trustee shall serve until such time as the Managing Owner removes the Trustee or the Trustee resigns and a successor trustee is appointed by the Managing Owner in accordance with the terms of Section 2.5 hereof.

(b)    The Trustee may resign at any time upon the giving of at least sixty (60) days’ advance written notice to the Trust; provided, that such resignation shall not become effective unless and until a successor trustee shall have been appointed by the Managing Owner in accordance with Section 2.5 hereof. If the Managing Owner does not act within such sixty (60) day period, the Trustee may apply to the Court of Chancery of the State of Delaware for the appointment of a successor trustee.

SECTION 2.2    Powers.    Except to the extent expressly set forth in Section 1.3 and this Article II, the duty and authority of the Trustee to manage the business and affairs of the Trust is hereby delegated to the Managing Owner, which duty and authority the Managing Owner may further delegate as provided herein, all pursuant to

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Section 3806(b)(7) of the Delaware Statutory Trust Act. The Trustee shall have only the rights, obligations and liabilities specifically provided for herein and in the Delaware Statutory Trust Act and shall have no implied rights, obligations and liabilities with respect to the business and affairs of the Trust. The Trustee shall have the power and authority to execute, deliver, acknowledge and file all necessary documents and to maintain all necessary records of the Trust as required by the Delaware Statutory Trust Act. The Trustee shall provide prompt notice to the Managing Owner of its performance of any of the foregoing. The Managing Owner shall reasonably keep the Trustee informed of any actions taken by the Managing Owner with respect to the Trust that affect the rights, obligations or liabilities of the Trustee hereunder or under the Delaware Statutory Trust Act. Notwithstanding anything set forth herein to the contrary, the Trustee shall have no power, duty or authority to execute in connection with the Trust any documents, reports or certificates required by the Sarbanes-Oxley Act of 2002.

SECTION 2.3    Compensation and Expenses of the Trustee.    The Trustee shall be entitled to receive from the Managing Owner or an Affiliate of the Managing Owner (other than the Trust) reasonable compensation for its services hereunder as set forth in a separate fee agreement and shall be entitled to be reimbursed by the Managing Owner or an Affiliate of the Managing Owner for reasonable out-of-pocket expenses incurred by it in the performance of its duties hereunder, including without limitation, the reasonable compensation, out-of-pocket expenses and disbursements of counsel and such other agents as the Trustee may employ in connection with the exercise and performance of its rights and duties hereunder.

SECTION 2.4    Indemnification.    The Managing Owner agrees, whether or not any of the transactions contemplated hereby shall be consummated, to assume liability for, and does hereby indemnify, protect, save and keep harmless the Trustee and its successors, assigns, legal representatives, officers, directors, agents and servants (the “Indemnified Parties”) from and against any and all liabilities, obligations, losses, damages, penalties, taxes (excluding any taxes payable by the Trustee on or measured by any compensation received by the Trustee for its services hereunder or any indemnity payments received by the Trustee pursuant to this Section 2.4), claims, actions, suits, costs, expenses or disbursements (including legal fees and expenses) of any kind and nature whatsoever (collectively, “Expenses”), which may be imposed on, incurred by or asserted against the Indemnified Parties in any way relating to or arising out of the formation, operation or termination of the Trust, the execution, delivery and performance of any other agreements to which the Trust is a party or the action or inaction of the Trustee hereunder or thereunder, except for Expenses resulting from the negligence or willful misconduct of the Indemnified Parties. The indemnities contained in this Section 2.4 shall survive the termination of this Trust Agreement or the removal or resignation of the Trustee. The Indemnified Parties shall not be entitled to indemnification from the Trust Estate.

SECTION 2.5    Successor Trustee.    Upon the resignation or removal of the Trustee, the Managing Owner shall appoint a successor trustee by delivering a written instrument to the outgoing Trustee. Any successor trustee must satisfy the requirements of Section 3807 of the Delaware Statutory Trust Act. Any resignation or removal of the Trustee and appointment of a successor trustee shall not become effective until a written acceptance of appointment is delivered by the successor trustee to the outgoing Trustee and the Managing Owner and any fees and expenses due to the outgoing Trustee are paid. Following compliance with the preceding sentence, the successor trustee shall become fully vested with all of the rights, powers, duties and obligations of the outgoing Trustee under this Trust Agreement, with like effect as if originally named as Trustee, and the outgoing Trustee shall be discharged of its duties and obligations under this Trust Agreement.

SECTION 2.6    Liability of Trustee.    Except as otherwise provided in this Article II, in accepting the trust created hereby, Wilmington Trust Company acts solely as Trustee hereunder and not in its individual capacity, and all Persons having any claim against the Trustee by reason of the transactions contemplated by this Trust Agreement and any other agreement to which the Trust is a party shall look only to the Trust Estate in accordance with Section 3.7 hereof for payment or satisfaction thereof; provided, however, that in no event is the foregoing intended to affect or limit the liability of the Managing Owner as set forth in Section 1.6 hereof. The

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Trustee shall not be liable or accountable hereunder or under any other agreement to which the Trust is a party, except for its own negligence or willful misconduct. In particular, but not by way of limitation:

(a)    The Trustee shall have no liability or responsibility for the validity or sufficiency of this Trust Agreement or for the form, character, genuineness, sufficiency, value or validity of the Trust Estate;

(b)    The Trustee shall not be liable for any actions taken or omitted to be taken by it in accordance with the instructions of the Managing Owner;

(c)    The Trustee shall not have any liability for the acts or omissions of the Managing Owner;

(d)    The Trustee shall not be liable for its failure to supervise the performance of any obligations of the Managing Owner, any commodity broker, selling agent or any Trading Advisor(s);

(e)    No provision of this Trust Agreement shall require the Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder if the Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;

(f)    Under no circumstances shall the Trustee be liable for indebtedness evidenced by or other obligations of the Trust arising under this Trust Agreement or any other agreements to which the Trust is a party;

(g)    The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Trust Agreement, or to institute, conduct or defend any litigation under this Trust Agreement or any other agreements to which the Trust is a party, at the request, order or direction of the Managing Owner or any Unitholders unless the Managing Owner or such Unitholders have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Trustee (including, without limitation, the reasonable fees and expenses of its counsel) therein or thereby; and

(h)    Notwithstanding anything contained herein to the contrary, the Trustee shall not be required to take any action in any jurisdiction other than in the State of Delaware if the taking of such action will (i) require the consent or approval or authorization or order of or the giving of notice to, or the registration with or taking of any action in respect of, any state or other governmental authority or agency of any jurisdiction other than the State of Delaware, (ii) result in any fee, tax or other governmental charge under the laws of any jurisdiction or any political subdivision thereof in existence as of the date hereof other than the State of Delaware becoming payable by the Trustee or (iii) subject the Trustee to personal jurisdiction, other than in the State of Delaware, for causes of action arising from personal acts unrelated to the consummation of the transactions by the Trustee, as the case may be, contemplated hereby.

SECTION 2.7    Reliance; Advice of Counsel.

(a)    In the absence of bad faith, the Trustee may conclusively rely upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Trust Agreement in determining the truth of the statements and the correctness of the opinions contained therein, and shall incur no liability to anyone in acting on any signature, instrument, notice, resolutions, request, consent, order, certificate, report, opinion, bond or other document or paper believed by it to be genuine and believed by it to be signed by the proper party or parties and need not investigate any fact or matter pertaining to or in any such document; provided, however, that the Trustee shall have examined any certificates or opinions so as to determine compliance of the same with the requirements of this Trust Agreement. The Trustee may accept a certified copy of a resolution of the board of directors or other governing body of any corporate party as conclusive evidence that such resolution has been duly adopted by such body and that the same is in full force and effect. As to any fact or matter the method of the determination of which is not specifically prescribed herein, the Trustee may for all purposes hereof rely on a certificate, signed by the president or any vice president or by the treasurer or other authorized officers of the relevant party, as to such fact or matter, and such certificate shall constitute full protection to the Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon.

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(b)    In the exercise or administration of the Trust hereunder and in the performance of its duties and obligations under this Trust Agreement, the Trustee, at the expense of the Managing Owner or an Affiliate of the Managing Owner (other than the Trust) (i) may act directly or through its agents, attorneys, custodians or nominees pursuant to agreements entered into with any of them, and the Trustee shall not be liable for the conduct or misconduct of such agents, attorneys, custodians or nominees if such agents, attorneys, custodians or nominees shall have been selected by the Trustee with reasonable care and (ii) may consult with counsel, accountants and other skilled professionals to be selected with reasonable care by it. The Trustee shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the opinion or advice of any such counsel, accountant or other such Persons.

ARTICLE III

UNITS; CAPITAL CONTRIBUTIONS

SECTION 3.1    General.

(a)    The Managing Owner shall have the power and authority, without Limited Owner approval, to issue Units in one or more Series from time to time as it deems necessary or desirable. Each Series shall be separate from all other Series in respect of the assets and liabilities allocated to that Series and shall represent a separate investment portfolio of the Trust. The Managing Owner shall have exclusive power without the requirement of Limited Owner approval to establish and designate such separate and distinct Series, as set forth in Section 3.4, and to fix and determine the relative rights, duties and preferences as between the Units of the separate Series as to right of redemption, management fees, incentive fees, trading advisers, leverage, special and relative rights as to dividends and other distributions and on liquidation, conversion rights, and conditions under which the Series shall have separate voting rights or no voting rights.

(b)    The Managing Owner may, without Limited Owner approval, divide Units of any Series into two or more Classes, Units of each such Class having such preferences and special or relative rights, duties and privileges (including, without limitation, management fees, incentive fees, trading strategies, leverage and exchange rights and selling commissions) as the Managing Owner may determine as provided in Section 3.5. The fact that a Series shall have been initially established and designated without any specific establishment or designation of Classes, shall not limit the authority of the Managing Owner to divide a Series and establish and designate separate Classes thereof.

(c)    The Managing Owner may, without Limited Owner approval, divide Units of any Class into two or more Sub-Classes, Units of each such Sub-Class having such preferences and special or relative rights, duties and privileges (including, without limitation, management fees, incentive fees, trading strategies, leverage and exchange rights and selling commissions) as the Managing Owner may determine as provided in Section 3.5. The fact that a Class shall have been initially established and designated without any specific establishment or designation of Sub-Classes, shall not limit the authority of the Managing Owner to divide a Class and establish and designate separate Sub-Classes thereof.

(d)    The number of Units authorized shall be unlimited, and the Units so authorized may be represented in part by fractional Units of up to 4 decimal places. All Units will be held in book-entry form and will not be certificated. From time to time, the Managing Owner may divide or combine the Units of any Series, Class or Sub-Class into a greater or lesser number without thereby changing the proportionate beneficial interests in the Series, Class or Sub-Class. The Managing Owner may issue Units of any Series, Class or Sub-Class thereof for such consideration and on such terms as it may determine (or for no consideration if pursuant to an Unit dividend or split-up), all without action or approval of the Limited Owners. All Units when so issued on the terms determined by the Managing Owner shall be fully paid and non-assessable. The Managing Owner may classify or reclassify any unissued Units or any Units previously issued and reacquired of any Series, Class or Sub-Class thereof into one or more Series, Classes or Sub-Classes thereof that may be established and designated

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from time to time. The Managing Owner may hold as treasury Units, reissue for such consideration and on such terms as it may determine, or cancel, at its discretion from time to time, any Units of any Series, Class or Sub-Class thereof reacquired by the Trust. The Units of each Series shall initially be divided into two Classes: General Units and Limited Units. Furthermore, the Limited Units of each Class shall initially be divided into two Sub-Classes—the Class 1 and the Class 2 (as described in the Prospectus).

(e)    By virtue of the initial contribution by the Managing Owner to each initial Series of the Trust as set forth in Section 1.3(c), the Managing Owner has become the holder of ten (10) General Units of each such Series. Upon the termination of the Initial Offering Period pursuant to Section 3.2, the Managing Owner shall receive, if the applicable conditions of Section 3.2 are met, additional General Units (or fractions thereof) in each Series in consideration for the required contributions made to the Trust as of such time by the Managing Owner pursuant to Section 3.3. During the Continuous Offering Period, if any, the Managing Owner shall receive, from time to time, additional General Units (or fractions thereof) in consideration for the required contributions made by the Managing Owner pursuant to Section 3.3 on any day during the Continuous Offering Period in an amount equal to such contributions divided by the Net Asset Value of a Series per Unit calculated as of the close of business on the Business Day on which such contributions were made.

(f)    No certificates or other evidence of beneficial ownership of the Units will be issued.

(g)    Every Unitholder, by virtue of having purchased or otherwise acquired a Unit, shall be deemed to have expressly consented and agreed to be bound by the terms of this Trust Agreement.

SECTION 3.2    Limited Units.

(a)    Offer of Balanced Series Limited Units.

(i)    Balanced Series Initial Offering Period.    During the Initial Offering Period, the Trust shall offer pursuant to Securities and Exchange Commission Rule 415, at an offering price of $100 per Balanced Series Limited Unit, a maximum of 1,375,000 Balanced Series Limited Units ($137,500,000). The offering shall be made pursuant to and on the terms and conditions set forth in the Prospectus. The Managing Owner shall make such arrangements for the sale of the Balanced Series Limited Units as it deems appropriate.

(ii)    Balanced Series Subscription Minimum.    The minimum amount of subscription proceeds which must be received by the Balanced Series is $20,000,000 (“Balanced Series Subscription Minimum”). In the event that the Balanced Series Subscription Minimum is achieved, the Managing Owner will admit all accepted subscribers pursuant to the Prospectus into the Trust as Balanced Series Limited Owners, by causing such Limited Owners to execute this Trust Agreement, pursuant to the Power of Attorney set forth in the Subscription Agreement, and by making an entry on the books and records of Balanced Series of the Trust reflecting that such subscribers have been admitted as Limited Owners of Balanced Series Limited Units, as soon as practicable after the termination of the Balanced Series Initial Offering Period. Such accepted subscribers will be deemed Balanced Series Limited Owners at such time as such admission is reflected on the books and records of Balanced Series of the Trust.

(iii)    Failure to Meet the Balanced Series Subscription Minimum.    In the event that the Balanced Series Subscription Minimum is not achieved, all proceeds of the sale of Balanced Series Limited Units will be returned to the payors of such funds no later than ten (10) Business Days after the conclusion of the Initial Offering Period for the Balanced Series Limited Units (or as soon thereafter as practicable if payment cannot be made in such time period).

(iv)    Offer of Balanced Series Limited Units After Initial Offering Period.    In the event that Balanced Series Subscription Minimum is achieved during the Initial Offering Period for the Balanced Series Limited Units, the Trust may continue to offer Balanced Series Limited Units and admit additional Balanced Series Limited Owners and/or accept additional contributions from existing Balanced Series Limited Owners pursuant to the Prospectus.

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Each additional Capital Contribution to the Balanced Series during the Balanced Series Continuous Offering Period by an existing Balanced Series Limited Owner must be in a denomination which is an even multiple of $100; however, existing Balanced Series Limited Owners who are Benefit Plan Investors (including Individual Retirement Accounts) shall not have any such minimum additional Capital Contribution. During the Balanced Series Continuous Offering Period, each newly admitted Balanced Series Limited Owner, and each existing Balanced Series Limited Owner that makes an additional Capital Contribution to Balanced Series, shall receive Balanced Series Limited Units in an amount equal to such Capital Contribution or additional Capital Contribution, as the case may be, divided by the Balanced Series Net Asset Value per Series per Unit calculated as of the Valuation Point immediately prior to the day on which such Capital Contribution will become effective.

A Subscriber (including existing Balanced Series Limited Owners contributing additional sums) whose subscription is received and accepted by the Managing Owner after the termination of the Initial Offering Period for Balanced Series Limited Units shall be admitted to the Trust and deemed a Balanced Series Limited Owner with respect to that subscription on the day which occurs at least two (2) Business Days after the Subscriber’s Subscription Agreement or Exchange Request is received by the Managing Owner on a timely basis by 4:00 PM NYT, counting the day of receipt by the Managing Owner as one Business Day. The Managing Owner, in its sole and absolute discretion, may change such notice requirement upon written notice to the Subscribers and the Limited Owners.

(v)    Subscription Agreement.    Each Balanced Series Limited Owner who purchases any Balanced Series Limited Units offered pursuant to the Prospectus shall contribute to the capital of Balanced Series such amount as he shall state in the Subscription Agreement which he shall execute (as required therein), acknowledge and, together with the Power of Attorney set forth therein, deliver to the Managing Owner as a counterpart of this Trust Agreement. All subscription amounts shall be paid in such form as may be acceptable to the Managing Owner at the time of the execution and delivery of such Subscription Agreement by United States subscribers, and in accordance with local practice and procedure by non-United States subscribers. If the Managing Owner determines to accept subscription funds by check, such funds shall be subject to prompt collection. All subscriptions are subject to acceptance by the Managing Owner.

(vi)    Escrow Agreement.    All proceeds from the sale of Balanced Series Limited Units offered pursuant to the Prospectus shall be deposited in an interest bearing escrow account at U.S. Bank National Association, in Denver until the conclusion of the Initial Offering Period for the Balanced Series Limited Units. In the event that the Balanced Series Subscription Minimum least 200,000 is achieved during the Initial Offering for the Balanced Series Limited Units, all interest earned on the proceeds of subscriptions from accepted subscribers for Balanced Series Limited Units during its Initial Offering Period will be contributed to Balanced Series, for which the Balanced Series Limited Owners will receive additional Balanced Series Limited Units and allocations of income relating to such interest on a pro rata basis (taking into account time and amount of deposit).

(vii)    Optional Purchase of Balanced Series Limited Units by Managing Owner and others.    Subject to approval by the Managing Owner, any commodity broker, any Trading Advisor, any principals, stockholders, directors, officers, employees and affiliates of the Managing Owner, any commodity broker, and any Trading Advisor, may purchase any number of Balanced Series Limited Units and will be treated as Balanced Series Limited Owners with respect to such Units. In addition to the General Units required to be purchased by the Managing Owner under Section 3.3, the Managing Owner also may purchase any number of Balanced Series Limited Units as it determines in its discretion.

(b)    Offer of Graham Series Limited Units.

(i)    Graham Series Initial Offering Period.    During the Initial Offering Period, the Trust shall offer pursuant to Securities and Exchange Commission Rule 415, at an offering price of $100 per Graham Series Limited Unit, a maximum of 500,000 Graham Series Limited Units ($50,000,000). The offering shall be made pursuant to and on the terms and conditions set forth in the Prospectus. The Managing Owner shall make such arrangements for the sale of the Graham Series Limited Units as it deems appropriate.

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(ii)    Graham Series Subscription Minimum.    The minimum amount of subscription proceeds which must be received by the Graham Series is $5,000,000 (“Graham Series Subscription Minimum”). In the event that the Graham Series Subscription Minimum is achieved, the Managing Owner will admit all accepted subscribers pursuant to the Prospectus into the Trust as Graham Series Limited Owners, by causing such Limited Owners to execute this Trust Agreement, pursuant to the Power of Attorney set forth in the Subscription Agreement, and by making an entry on the books and records of Graham Series of the Trust reflecting that such subscribers have been admitted as Limited Owners of Graham Series Limited Units, as soon as practicable after the termination of the Graham Series Initial Offering Period. Such accepted subscribers will be deemed Graham Series Limited Owners at such time as such admission is reflected on the books and records of Graham Series of the Trust.

(iii)    Failure to Meet the Graham Series Subscription Minimum.    In the event that the Graham Series Subscription Minimum is not achieved, all proceeds of the sale of Graham Series Limited Units will be returned to the payors of such funds no later than ten (10) Business Days after the conclusion of the Initial Offering Period for the Graham Series Limited Units (or as soon thereafter as practicable if payment cannot be made in such time period).

(iv)    Offer of Graham Series Limited Units After Initial Offering Period.    In the event that the Graham Series Subscription Minimum is achieved during the Initial Offering Period for the Graham Series Limited Units, the Trust may continue to offer Graham Series Limited Units and admit additional Graham Series Limited Owners and/or accept additional contributions from existing Graham Series Limited Owners pursuant to the Prospectus.

Each additional Capital Contribution to Graham Series during the Graham Series Continuous Offering Period by an existing Graham Series Limited Owner must be in a denomination which is an even multiple of $100; however, existing Graham Series Limited Owners who are Benefit Plan Investors (including Individual Retirement Accounts) shall not have any such minimum additional Capital Contribution. During the Graham Series Continuous Offering Period, each newly admitted Graham Series Limited Owner, and each existing Graham Series Limited Owner that makes an additional Capital Contribution to Graham Series, shall receive Graham Series Limited Units in an amount equal to such Capital Contribution or additional Capital Contribution, as the case may be, divided by the Graham Series Net Asset Value per Series per Unit calculated as of the Valuation Point immediately prior to the day on which such Capital Contribution will become effective.

A Subscriber (including existing Graham Series Limited Owners contributing additional sums) whose subscription is received and accepted by the Managing Owner after the termination of the Initial Offering Period for Graham Series Limited Units shall be admitted to the Trust and deemed a Graham Series Limited Owner with respect to that subscription on the day which occurs at least two (2) Business Days after the Subscriber’s Subscription Agreement or Exchange Request is received by the Managing Owner on a timely basis by 4:00 PM NYT, counting the day of receipt by the Managing Owner as one Business Day. The Managing Owner, in its sole and absolute discretion, may change such notice requirement upon written notice to the Subscribers and the Limited Owners.

(v)    Subscription Agreement.    Each Graham Series Limited Owner who purchases any Graham Series Limited Units offered pursuant to the Prospectus shall contribute to the capital of Graham Series such amount as he shall state in the Subscription Agreement which he shall execute (as required therein), acknowledge and, together with the Power of Attorney set forth therein, deliver to the Managing Owner as a counterpart of this Trust Agreement. All subscription amounts shall be paid in such form as may be acceptable to the Managing Owner at the time of the execution and delivery of such Subscription Agreement by United States subscribers, and in accordance with local practice and procedure by non-United States subscribers. If the Managing Owner determines to accept subscription funds by check, such funds shall be subject to prompt collection. All subscriptions are subject to acceptance by the Managing Owner.

(vi)    Escrow Agreement.    All proceeds from the sale of Graham Series Limited Units offered pursuant to the Prospectus shall be deposited in an interest bearing escrow account at U.S. Bank National

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Association, in Denver until the conclusion of the Initial Offering Period for the Graham Series Limited Units. In the event that the Graham Series Subscription Minimum is achieved during the Initial Offering for the Graham Series Limited Units, all interest earned on the proceeds of subscriptions from accepted subscribers for Graham Series Limited Units during its Initial Offering Period will be contributed to Graham Series, for which the Graham Series Limited Owners will receive additional Graham Series Limited Units and allocations of income relating to such interest on a pro rata basis (taking into account time and amount of deposit).

(vii)    Optional Purchase of Graham Series Limited Units by Managing Owner and others.    Subject to approval by the Managing Owner, any commodity broker, any Trading Advisor, any principals, stockholders, directors, officers, employees and affiliates of the Managing Owner, any commodity broker, and any Trading Advisor, may purchase any number of Graham Series Limited Units and will be treated as Graham Series Limited Owners with respect to such Graham Series Limited Units. In addition to the General Units required to be purchased by the Managing Owner under Section 3.3, the Managing Owner also may purchase any number of Graham Series Limited Units as it determines in its discretion.

(c)    Offer of Beach Series Limited Units.

(i)    Beach Series Initial Offering Period.    During the Initial Offering Period, the Trust shall offer pursuant to Securities and Exchange Commission Rule 415, at an offering price of $100 per Beach Series Limited Unit, a maximum of 375,000 Beach Series Limited Units ($37,500,000). The offering shall be made pursuant to and on the terms and conditions set forth in the Prospectus. The Managing Owner shall make such arrangements for the sale of the Beach Series Limited Units as it deems appropriate.

(ii)    Beach Series Subscription Minimum.    There is no minimum amount of subscription proceeds which must be received by the Beach Series. In the event that the Balanced Series achieves the Balanced Series Subscription Minimum, the Managing Owner will admit all accepted subscribers pursuant to the Prospectus into the Trust as Beach Series Limited Owners, by causing such Limited Owners to execute this Trust Agreement, pursuant to the Power of Attorney set forth in the Subscription Agreement, and by making an entry on the books and records of Beach Series of the Trust reflecting that such subscribers have been admitted as Limited Owners of Beach Series Limited Units, as soon as practicable after the termination of the Beach Series Initial Offering Period. Such accepted subscribers will be deemed Beach Series Limited Owners at such time as such admission is reflected on the books and records of Beach Series of the Trust.

(iii)    Failure to Meet the Balanced Series Subscription Minimum.    In the event that the Balanced Series Subscription Minimum is not achieved, all proceeds of the sale of Beach Series Limited Units will be returned to the payors of such funds no later than ten (10) Business Days after the conclusion of the Initial Offering Period for the Beach Series Limited Units (or as soon thereafter as practicable if payment cannot be made in such time period).

(iv)    Offer of Beach Series Limited Units After Initial Offering Period.    In the event that Balanced Series Subscription Minimum is achieved during the Initial Offering Period for the Beach Series Units or the Balanced Series Subscription Minimum is achieved, the Trust may continue to offer Beach Series Limited Units and admit additional Beach Series Limited Owners and/or accept additional contributions from existing Beach Series Limited Owners pursuant to the Prospectus.

Each additional Capital Contribution to Beach Series during the Beach Series Continuous Offering Period by an existing Beach Series Limited Owner must be in a denomination which is an even multiple of $100; however, existing Beach Series Limited Owners who are Benefit Plan Investors (including Individual Retirement Accounts) shall not have any such minimum additional Capital Contribution. During the Beach Series Continuous Offering Period, each newly admitted Beach Series Limited Owner, and each existing Beach Series Limited Owner that makes an additional Capital Contribution to Beach Series, shall

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receive Beach Series Limited Units in an amount equal to such Capital Contribution or additional Capital Contribution, as the case may be, divided by the Beach Series Net Asset Value per Series per Unit calculated as of the Valuation Point immediately prior to the day on which such Capital Contribution will become effective.

A Subscriber (including existing Beach Series Limited Owners contributing additional sums) whose subscription is received and accepted by the Managing Owner after the termination of the Initial Offering Period for Beach Series Limited Units shall be admitted to the Trust and deemed a Beach Series Limited Owner with respect to that subscription on the day which occurs at least two (2) Business Days after the Subscriber’s Subscription Agreement or Exchange Request is received by the Managing Owner on a timely basis by 4:00 PM NYT, counting the day of receipt by the Managing Owner as one Business Day. The Managing Owner, in its sole and absolute discretion, may change such notice requirement upon written notice to the Subscribers and the Limited Owners.

(v)    Subscription Agreement.    Each Beach Series Limited Owner who purchases any Limited Units offered pursuant to the Prospectus shall contribute to the capital of Beach Series such amount as he shall state in the Subscription Agreement which he shall execute (as required therein), acknowledge and, together with the Power of Attorney set forth therein, deliver to the Managing Owner as a counterpart of this Trust Agreement. All subscription amounts shall be paid in such form as may be acceptable to the Managing Owner at the time of the execution and delivery of such Subscription Agreement by United States subscribers, and in accordance with local practice and procedure by non-United States subscribers. If the Managing Owner determines to accept subscription funds by check, such funds shall be subject to prompt collection. All subscriptions are subject to acceptance by the Managing Owner.

(vi)    Escrow Agreement.    All proceeds from the sale of Beach Series Limited Units offered pursuant to the Prospectus shall be deposited in an interest bearing escrow account at U.S. Bank National Association, in Denver until the conclusion of the Initial Offering Period for the Beach Series Limited Units. In the event that the Balanced Series is achieved during the Initial Offering for the Beach Series Limited Units, all interest earned on the proceeds of subscriptions from accepted subscribers for Beach Series Limited Units during its Initial Offering Period will be contributed to Beach Series, for which the Beach Series Limited Owners will receive additional Beach Series Limited Units and allocations of income relating to such interest on a pro rata basis (taking into account time and amount of deposit).

(vii)    Optional Purchase of Beach Series Limited Units by Managing Owner and others.    Subject to approval by the Managing Owner, any commodity broker, any Trading Advisor, any principals, stockholders, directors, officers, employees and affiliates of the Managing Owner, any commodity broker, and any Trading Advisor, may purchase any number of Beach Series Limited Units and will be treated as Beach Series Limited Owners with respect to such Beach Series Limited Units. In addition to the General Units required to be purchased by the Managing Owner under Section 3.3, the Managing Owner also may purchase any number of Beach Series Limited Units as it determines in its discretion.

(d)    Offer of C-View Currency Series Limited Units.

(i)    C-View Currency Series Initial Offering Period.    During the Initial Offering Period, the Trust shall offer pursuant to Securities and Exchange Commission Rule 415, at an offering price of $100 per C-View Currency Series Limited Unit, a maximum of 125,000 C-View Currency Series Limited Units ($12,500,000). The offering shall be made pursuant to and on the terms and conditions set forth in the Prospectus. The Managing Owner shall make such arrangements for the sale of the C-View Currency Series Limited Units as it deems appropriate.

(ii)    C-View Currency Series Subscription Minimum.    There is no minimum amount of subscription proceeds which must be received by the C-View Currency Series. In the event that the Balanced Series reaches the Balanced Series Subscription Minimum, the Managing Owner will admit all accepted subscribers pursuant to the Prospectus into the Trust as C-View Currency Series Limited Owners, by causing such Limited Owners to execute this Trust Agreement, pursuant to the Power of Attorney set

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forth in the Subscription Agreement, and by making an entry on the books and records of C-View Currency Series of the Trust reflecting that such subscribers have been admitted as Limited Owners of C-View Currency Series Limited Units, as soon as practicable after the termination of the C-View Currency Series Initial Offering Period. Such accepted subscribers will be deemed C-View Currency Series Limited Owners at such time as such admission is reflected on the books and records of C-View Currency Series of the Trust.

(iii)    Failure to Meet the Balanced Series Subscription Minimum.    In the event that the Balanced Series Subscription Minimum is not achieved, all proceeds of the sale of C-View Currency Series Limited Units will be returned to the payors of such funds no later than ten (10) Business Days after the conclusion of the Initial Offering Period for the C-View Currency Series Limited Units (or as soon thereafter as practicable if payment cannot be made in such time period).

(iv)    Offer of C-View Currency Series Limited Units After Initial Offering Period.    In the event that the Balanced Series reaches its subscription minimum, the Trust may continue to offer C-View Currency Series Limited Units and admit additional C-View Currency Series Limited Owners and/or accept additional contributions from existing C-View Currency Series Limited Owners pursuant to the Prospectus.

Each additional Capital Contribution to C-View Currency Series during the C-View Currency Series Continuous Offering Period by an existing C-View Currency Series Limited Owner must be in a denomination which is an even multiple of $100; however, existing C-View Currency Series Limited Owners who are Benefit Plan Investors (including Individual Retirement Accounts) shall not have any such minimum additional Capital Contribution. During the C-View Currency Series Continuous Offering Period, each newly admitted C-View Currency Series Limited Owner, and each existing C-View Currency Series Limited Owner that makes an additional Capital Contribution to C-View Currency Series, shall receive C-View Currency Series Limited Units in an amount equal to such Capital Contribution or additional Capital Contribution, as the case may be, divided by the C-View Currency Series Net Asset Value per Series per Unit calculated as of the Valuation Point immediately prior to the day on which such Capital Contribution will become effective.

A Subscriber (including existing C-View Currency Series Limited Owners contributing additional sums) whose subscription is received and accepted by the Managing Owner after the termination of the Initial Offering Period for C-View Currency Series Limited Units shall be admitted to the Trust and deemed a C-View Currency Series Limited Owner with respect to that subscription on the day which occurs at least two (2) Business Days after the Subscriber’s Subscription Agreement or Exchange Request is received by the Managing Owner on a timely basis by 4:00 PM NYT, counting the day of receipt by the Managing Owner as one Business Day. The Managing Owner, in its sole and absolute discretion, may change such notice requirement upon written notice to the Subscribers and the Limited Owners.

(v)    Subscription Agreement.    Each C-View Currency Series Limited Owner who purchases any C-View Currency Series Limited Units offered pursuant to the Prospectus shall contribute to the capital of C-View Currency Series such amount as he shall state in the Subscription Agreement which he shall execute (as required therein), acknowledge and, together with the Power of Attorney set forth therein, deliver to the Managing Owner as a counterpart of this Trust Agreement. All subscription amounts shall be paid in such form as may be acceptable to the Managing Owner at the time of the execution and delivery of such Subscription Agreement by United States subscribers, and in accordance with local practice and procedure by non-United States subscribers. If the Managing Owner determines to accept subscription funds by check, such funds shall be subject to prompt collection. All subscriptions are subject to acceptance by the Managing Owner.

(vi)    Escrow Agreement.    All proceeds from the sale of C-View Currency Series Limited Units offered pursuant to the Prospectus shall be deposited in an interest bearing escrow account at U.S. Bank National Association, in Denver until the conclusion of the Initial Offering Period for the C-View Currency Series Limited Units. In the event that the Balanced Series Subscription Minimum is achieved during the Initial Offering for the C-View Currency Series Limited Units, all interest earned on the proceeds of

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subscriptions from accepted subscribers for C-View Currency Series Limited Units during its Initial Offering Period will be contributed to C-View Currency Series, for which the C-View Currency Series Limited Owners will receive additional C-View Currency Series Limited Units and allocations of income relating to such interest on a pro rata basis (taking into account time and amount of deposit).

(vii)    Optional Purchase of C-View Currency Series Limited Units by Managing Owner and others.    Subject to approval by the Managing Owner, any commodity broker, any Trading Advisor, any principals, stockholders, directors, officers, employees and affiliates of the Managing Owner, any commodity broker, and any Trading Advisor, may purchase any number of C-View Currency Series Limited Units and will be treated as C-View Currency Series Limited Owners with respect to such Units. In addition to the General Units required to be purchased by the Managing Owner under Section 3.3, the Managing Owner also may purchase any number of C-View Currency Series Limited Units as it determines in its discretion.

(e)    Offer of Dunn Series Limited Units.

(i)    Dunn Series Initial Offering Period.    During the Initial Offering Period, the Trust shall offer pursuant to Securities and Exchange Commission Rule 415, at an offering price of $100 per Dunn Series Limited Unit, a maximum of 125,000 Dunn Series Limited Units ($12,500,000). The offering shall be made pursuant to and on the terms and conditions set forth in the Prospectus. The Managing Owner shall make such arrangements for the sale of the Dunn Series Limited Units as it deems appropriate.

(ii)    Dunn Series Subscription Minimum.    There is no minimum amount of subscription proceeds which must be received by the Dunn Series. In the event that the Balanced Series reaches the Balanced Series Subscription Minimum, the Managing Owner will admit all accepted subscribers pursuant to the Prospectus into the Trust as Dunn Series Limited Owners, by causing such Limited Owners to execute this Trust Agreement, pursuant to the Power of Attorney set forth in the Subscription Agreement, and by making an entry on the books and records of Dunn Series of the Trust reflecting that such subscribers have been admitted as Limited Owners of Dunn Series Limited Units, as soon as practicable after the termination of the Dunn Series Initial Offering Period. Such accepted subscribers will be deemed Dunn Series Limited Owners at such time as such admission is reflected on the books and records of Beach Series of the Trust.

(iii)    Failure to Meet the Balanced Series Subscription Minimum.    In the event that the Balanced Series Subscription Minimum is not achieved, all proceeds of the sale of Dunn Series Limited Units will be returned to the payors of such funds no later than ten (10) Business Days after the conclusion of the Initial Offering Period for the Dunn Series Limited Units (or as soon thereafter as practicable if payment cannot be made in such time period).

(iv)    Offer of Dunn Series Limited Units After Initial Offering Period.    In the event that the Balanced Series Subscription Minimum is achieved during the Initial Offering Period for the Dunn Series Limited Units, the Trust may continue to offer Dunn Series Limited Units and admit additional Dunn Series Limited Owners and/or accept additional contributions from existing Dunn Series Limited Owners pursuant to the Prospectus.

Each additional Capital Contribution to Dunn Series during the Dunn Series Continuous Offering Period by an existing Dunn Series Limited Owner must be in a denomination which is an even multiple of $100; however, existing Dunn Series Limited Owners who are Benefit Plan Investors (including Individual Retirement Accounts) shall not have any such minimum additional Capital Contribution. During the Dunn Series Continuous Offering Period, each newly admitted Dunn Series Limited Owner, and each existing Dunn Series Limited Owner that makes an additional Capital Contribution to Dunn Series, shall receive Dunn Series Limited Units in an amount equal to such Capital Contribution or additional Capital Contribution, as the case may be, divided by the Dunn Series Net Asset Value per Series per Unit calculated as of the Valuation Point immediately prior to the day on which such Capital Contribution will become effective.

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A Subscriber (including existing Dunn Series Limited Owners contributing additional sums) whose subscription is received and accepted by the Managing Owner after the termination of the Initial Offering Period for Dunn Series Limited Units shall be admitted to the Trust and deemed a Dunn Series Limited Owner with respect to that subscription on the day which occurs at least two (2) Business Days after the Subscriber’s Subscription Agreement or Exchange Request is received by the Managing Owner on a timely basis by 4:00 PM NYT, counting the day of receipt by the Managing Owner as one Business Day. The Managing Owner, in its sole and absolute discretion, may change such notice requirement upon written notice to the Subscribers and the Limited Owners.

(v)    Subscription Agreement.    Each Dunn Series Limited Owner who purchases any Dunn Series Limited Units offered pursuant to the Prospectus shall contribute to the capital of Dunn Series such amount as he shall state in the Subscription Agreement which he shall execute (as required therein), acknowledge and, together with the Power of Attorney set forth therein, deliver to the Managing Owner as a counterpart of this Trust Agreement. All subscription amounts shall be paid in such form as may be acceptable to the Managing Owner at the time of the execution and delivery of such Subscription Agreement by United States subscribers, and in accordance with local practice and procedure by non-United States subscribers. If the Managing Owner determines to accept subscription funds by check, such funds shall be subject to prompt collection. All subscriptions are subject to acceptance by the Managing Owner.

(vi)    Escrow Agreement.    All proceeds from the sale of Dunn Series Limited Units offered pursuant to the Prospectus shall be deposited in an interest bearing escrow account at U.S. Bank National Association, in Denver until the conclusion of the Initial Offering Period for the Dunn Series Limited Units. In the event that the Balanced Series Subscription Minimum is achieved during the Initial Offering for the Dunn Series Limited Units, all interest earned on the proceeds of subscriptions from accepted subscribers for Dunn Series Limited Units during its Initial Offering Period will be contributed to Dunn Series, for which the Dunn Series Limited Owners will receive additional Dunn Series Limited Units and allocations of income relating to such interest on a pro rata basis (taking into account time and amount of deposit).

(vii)    Optional Purchase of Dunn Series Limited Units by Managing Owner and others.    Subject to approval by the Managing Owner, any commodity broker, any Trading Advisor, any principals, stockholders, directors, officers, employees and affiliates of the Managing Owner, any commodity broker, and any Trading Advisor, may purchase any number of Dunn Series Limited Units and will be treated as Dunn Series Limited Owners with respect to such Units. In addition to the General Units required to be purchased by the Managing Owner under Section 3.3, the Managing Owner also may purchase any number of Dunn Series Limited Units as it determines in its discretion.

(f)    Termination of the Series.    If the minimum number of Units in any Series being offered are not sold during the Initial Offering Period for such Series, then such Series shall be terminated.

SECTION 3.3    Managing Owner’s Required Contribution. .    The Managing Owner shall be required to contribute in cash to the Trust an amount, which, when added to the total aggregate contributions to all Series of the Trust by Unitholders in all Series, will be not less than one percent (1%) of such total contributions, and in no event shall such contribution be less than that required by the NASAA Guidelines. Thereafter, the Managing Owner shall contribute in cash to the capital of the Trust an amount not less than 1.01% of any additional Capital Contributions received from the Limited Owners of all Series of the Trust. The Managing Owner may, but is not obligated to, make additional Capital Contributions at any time during the Initial Offering Period or the Continuous Offering Period. The Managing Owner will receive General Units in each Series to which it allocates a portion of its capital contribution as provided in Section 3.1(d). The Managing Owner shall, with respect to any Limited Units owned by it, enjoy all of the rights and privileges and be subject to all of the obligations and duties of a Limited Owner, in addition to its rights and privileges as Managing Owner, except as otherwise provided herein. Notwithstanding anything to the contrary in this Trust Agreement, the interest of the Managing Owner (without regard to any Limited Units of the Managing Owner in any Series) in each material item of Series income, gain, loss and deduction shall be equal, in the aggregate, to at least one percent (1%) of each such item at all times during the term of this Trust Agreement.

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SECTION 3.4    Establishment of Series of Units.

(a)    Without limiting the authority of the Managing Owner set forth in Section 3.4(b) to establish and designate any further Series, the Managing Owner hereby establishes and designates five initial Series, as follows:

Balanced Series—Multi-Manager Series

Graham Series—Graham Capital Management, L.P. Series

Beach Series—Beach Capital Management Limited Series

C-View Currency Series—C-View International Limited Series

Dunn Series—Dunn Capital Management Inc. Series

The provisions of this Article III shall be applicable to the above designated Series and any further Series that may from time to time be established and designated by the Managing Owner as provided in Section 3.4(b).

(b)    The establishment and designation of any Series of Units other than those set forth above shall be effective upon the execution by the Managing Owner of an instrument setting forth such establishment and designation and the relative rights and preferences of such Series, or as otherwise provided in such instrument. At any time that there are no Units outstanding of any particular Series previously established and designated, the Managing Owner may by an instrument executed by it abolish that Series and the establishment and designation thereof. Each instrument referred to in this paragraph shall have the status of an amendment to this Trust Agreement.

SECTION 3.5    Establishment of Classes and Sub-Classes.    The division of any Series into two or more Classes or two or more Sub-Classes and the establishment and designation of such Classes or Sub-Classes shall be effective upon the execution by the Managing Owner of an instrument setting forth such division, and the establishment, designation, and relative rights and preferences of such Classes or Sub-Classes, or as otherwise provided in such instrument. The relative rights and preferences of the Classes of any Series and the Sub-Classes of any Class may differ in such respects as the Managing Owner may determine to be appropriate, provided that such differences are set forth in the aforementioned instrument and that such differences do not alter the allocations described in Article VI. At any time that there are no Units outstanding of any particular Class or Sub-Class previously established and designated, the Managing Owner may by an instrument executed by it abolish that Class or Sub-Class and the establishment and designation thereof. Each instrument referred to in this paragraph shall have the status of an amendment to this Trust Agreement.

SECTION 3.6    Assets of Series.    All consideration received by the Trust for the issue or sale of Units of a particular Series together with all of the Trust Estate in which such consideration is invested or reinvested, all income, earnings, profits, and proceeds thereof, including any proceeds derived from the sale, exchange or liquidation of such assets, and any funds or payments derived from any reinvestment of such proceeds in whatever form the same may be, shall irrevocably belong to that Series for all purposes, subject only to the rights of creditors of such Series and except as may otherwise be required by applicable tax laws, and shall be so recorded upon the books of account of the Trust. Separate and distinct records shall be maintained for each Series and the assets associated with a Series shall be held and accounted for separately from the other assets of the Trust, or any other Series. In the event that there is any Trust Estate, or any income, earnings, profits, and proceeds thereof, funds, or payments which are not readily identifiable as belonging to any particular Series, the Managing Owner shall allocate them among any one or more of the Series established and designated from time to time in such manner and on such basis as the Managing Owner, in its sole and absolute discretion, deems fair and equitable. Each such allocation by the Managing Owner shall be conclusive and binding upon all Unitholders for all purposes.

SECTION 3.7    Liabilities of Series.

(a)    The Trust Estate belonging to each particular Series shall be charged with the liabilities of the Trust in respect of that Series and only that Series; and all expenses, costs, charges and reserves attributable to

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that Series, and any general liabilities, expenses, costs, charges or reserves of the Trust which are not readily identifiable as belonging to any particular Series, shall be allocated and charged by the Managing Owner to and among any one or more of the Series established and designated from time to time in such manner and on such basis as the Managing Owner in its sole and absolute discretion deems fair and equitable. Each allocation of liabilities, expenses, costs, charges and reserves by the Managing Owner shall be conclusive and binding upon all Unitholders for all purposes. The Managing Owner shall have full discretion, to the extent not inconsistent with applicable law, to determine which items shall be treated as income and which items as capital, and each such determination and allocation shall be conclusive and binding upon the Unitholders. Every written agreement, instrument or other undertaking made or issued by or on behalf of a particular Series shall include a recitation limiting the obligation or claim represented thereby to that Series and its assets.

(b)    Without limitation of the foregoing provisions of this Section, but subject to the right of the Managing Owner in its discretion to allocate general liabilities, expenses, costs, charges or reserves as herein provided, the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular Series shall be enforceable against the assets of such Series only and against the Managing Owner, and not against the assets (i) of the Trust generally or (ii) of any other Series, and, except as otherwise provided in this Trust Agreement, none of the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to the Trust generally or any other Series thereof shall be enforceable against the assets of such Series. Notice of this limitation on interseries liabilities shall be set forth in the Certificate of Trust of the Trust (whether originally or by amendment) as filed or to be filed in the Office of the Secretary of State of the State of Delaware pursuant to the Delaware Statutory Trust Act, and upon the giving of such notice in the Certificate of Trust, the statutory provisions of Section 3804 of the Delaware Statutory Trust Act relating to limitations on interseries liabilities (and the statutory effect under Section 3804 of setting forth such notice in the Certificate of Trust) shall become applicable to the Trust and each Series. Every Unit, note, bond, contract, instrument, certificate or other undertaking made or issued by or on behalf of a particular Series shall include a recitation limiting the obligation on Units represented thereby to the assets of that Series.

(c)    (i)    Except as set forth below, any debts, liabilities, obligations, indebtedness, expenses, interests and claims of any nature and all kinds and descriptions (collectively, “Claims and Interests”), if any, of the Managing Owner and the Trustee (the “Subordinated Claims”) incurred, contracted for or otherwise existing, arising from, related to or in connection with all Series, any combination of Series or one particular Series and their respective assets (the “Applicable Series”) and the assets of the Trust shall be expressly subordinate and junior in right of payment to any and all other Claims against the Trust and any Series thereof, and any of their respective assets, which may arise as a matter of law or pursuant to any contract, provided, however, that the Claims of each of the Managing Owner and the Trustee (if any) against the Applicable Series shall not be considered Subordinated Claims with respect to enforcement against and distribution and repayment from the assets of the Applicable Series and the Managing Owner and its assets; and provided further that the valid Claims of either the Managing Owner or the Trustee, if any, against the Applicable Series shall be pari passu and equal in right of repayment and distribution with all other valid Claims against the Applicable Series and (ii) the Managing Owner and the Trustee will not take, demand or receive from any Series or the Trust or any of their respective assets (other than the Applicable Series, the Applicable Series’ assets and the Managing Owner and its assets) any payment for the Subordinated Claims;

(ii)    The Claims of each of the Managing Owner and the Trustee with respect to the Applicable Series shall only be asserted and enforceable against the Applicable Series’ assets and the Managing Owner and its assets; and such Claims shall not be asserted or enforceable for any reason whatsoever against the assets of any other Series or the Trust generally;

(iii)    If the Claims of the Managing Owner or the Trustee against the Applicable Series or the Trust are secured in whole or in part, each of the Managing Owner and the Trustee hereby waives (under section 1111(b) of the Bankruptcy Code (11 U.S.C. S 1111(b)) any right to have any deficiency Claims (which deficiency Claims may arise in the event such security is inadequate to satisfy such Claims) treated as unsecured Claims against the Trust or any Series (other than the Applicable Series), as the case may be;

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(iv)    In furtherance of the foregoing, if and to the extent that the Managing Owner and the Trustee receive monies in connection with the Subordinated Claims from a Series or the Trust (or their respective assets), other than the Applicable Series, the Applicable Series’ assets and the Managing Owner and its assets, the Managing Owner and the Trustee shall be deemed to hold such monies in trust and shall promptly remit such monies to the Series or the Trust that paid such amounts for distribution by the Series or the Trust in accordance with the terms hereof; and

(v)    The foregoing Consent shall apply at all times notwithstanding that the Claims are satisfied, and notwithstanding that the agreements in respect of such Claims are terminated, rescinded or canceled.

(d)    Any agreement entered into by the Trust, any Series, or the Managing Owner, on behalf of the Trust generally or any Series, including, without limitation, the Subscription Agreement entered into with each Unitholder, will include language substantially similar to the language set forth in Section 3.7(c).

SECTION 3.8    Series Distributions.

(a)    Distributions with respect to Units of a particular Series or any Class or Sub-Class thereof shall be made in accordance with Section 6.4 and may be paid with such frequency as the Managing Owner may determine, which may be daily or otherwise, to the Unitholders in that Series, Class or Sub-Class, from such of the income and capital gains, accrued or realized, from the Trust Estate belonging to that Series, or in the case of a Class, belonging to that Series and allocable to that Class, or in the case of a Sub-Class, belonging to that Class and allocable to that Sub-Class, as the Managing Owner may determine, in its sole and absolute discretion, after providing for actual and accrued liabilities belonging to that Series. Such distributions may be made in cash or Units of that Series, Class or Sub-Class or a combination thereof as determined by the Managing Owner, in its sole and absolute discretion, or pursuant to any program that the Managing Owner may have in effect at the time for the election by each Unitholder of the mode of the making of such dividend or distribution to that Unitholder.

(b)    The Units in a Series, a Class or a Sub-Class of the Trust shall represent beneficial interests in the Trust Estate belonging to such Series or in the case of a Class, belonging to such Series and allocable to such Class or in the case of a Sub-Class, belonging to such Class and allocable to such Sub-Class. Each Unitholder in a Series, Class or Sub-Class shall be entitled to receive its pro rata share of distributions of income and capital gains made with respect to such Series, Class or Sub-Class. Upon reduction or withdrawal of its Units or indemnification for liabilities incurred by reason of being or having been a holder of Units in a Series, Class or Sub-Class, such Unitholder shall be paid solely out of the funds and property of such Series or in the case of a Class, the funds and property of such Series and allocable to such Class of the Trust or in the case of a Sub-Class, the funds and property of such Class and allocable to such Sub-Class of the Trust. Upon liquidation or termination of a Series of the Trust, Unitholders in such Series, Class or Sub-Class shall be entitled to receive a pro rata share of the Trust Estate belonging to such Series or in the case of a Class, belonging to such Series and allocable to such Class, or in the case of a Sub-Class, belonging to such Class and allocable to such Sub-Class.

SECTION 3.9    Voting Rights.    Notwithstanding any other provision hereof, on each matter submitted to a vote of the Unitholders of a Series, each Unitholder shall be entitled to a proportionate vote based upon the product of the Net Asset Value of a Series per Unit multiplied by the number of Units, or fraction thereof, standing in its name on the books of such Series. As to any matter which affects the Units of more than one Series, the Unitholders of each affected Series shall be entitled to vote, and each such Series shall vote as a separate class.

SECTION 3.10    Equality.    Except as provided herein or in the instrument designating and establishing any Class, Sub-Class or Series, all Units of each particular Series shall represent an equal proportionate beneficial interest in the assets belonging to that Series subject to the liabilities belonging to that Series, and each Unit of any particular Series, Classes or Sub-Class shall be equal to each other Unit of that Series, Class or Sub-Class; but the provisions of this sentence shall not restrict any distinctions permissible under Section 3.8 that may exist with respect to dividends and distributions on Units of the same Series, Class or Sub-Class. The Managing

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Owner may from time to time divide or combine the Units of any particular Series, Class or Sub-Class into a greater or lesser number of Units of that Series, Class or Sub-Class without thereby changing the proportionate beneficial interest in the assets belonging to that Series or in any way affecting the rights of Unitholders of any other Series, Class or Sub-Class.

SECTION 3.11    Exchange of Units.    Subject to compliance with the requirements of applicable law, the Managing Owner shall have the authority to provide that Unitholders of any Series shall have the right to exchange said Units into one or more other Series in accordance with such requirements and procedures as may be established by the Managing Owner provided, however, that Units in the Class 1 or Class 2 of a Series may be exchanged with Units in the Class 1 or Class 2, as applicable, of another Series; provided, however, that Units in the Class 1 or Class 2, as applicable, of any non-Graham Series may be exchanged for Units in the Class 1 or Class 2, as applicable, of the Graham Series only if such Units were acquired through a Selling Agent which acts as a selling agent for the Graham Series. The Managing Owner shall also have the authority to provide that Unitholders of any Class of a particular Series shall have the right to exchange said Units into one or more other Classes of that particular Series or any other Series in accordance with such requirements and procedures as may be established by the Managing Owner. The Managing Owner shall also have the authority to provide that Unitholders of any Sub-Class of a particular Series shall have the right to exchange said Units into one or more other Sub-Class of that particular Series or any other Series in accordance with such requirements and procedures as may be established by the Managing Owner. Any such exchange shall be treated as a redemption of the Units in one Series or Class followed by an immediate purchase of Units in a second Series or Class.

ARTICLE IV

THE MANAGING OWNER

SECTION 4.1    Management of the Trust.    Pursuant to Section 3806 of the Delaware Statutory Trust Act, the Trust shall be managed by the Managing Owner and the conduct of the Trust’s business shall be controlled and conducted solely by the Managing Owner in accordance with this Trust Agreement.

SECTION 4.2    Authority of Managing Owner.    In addition to and not in limitation of any rights and powers conferred by law or other provisions of this Trust Agreement, and except as limited, restricted or prohibited by the express provisions of this Trust Agreement or the Delaware Statutory Trust Act, the Managing Owner shall have and may exercise on behalf of the Trust all powers and rights necessary, proper, convenient or advisable to effectuate and carry out the purposes, business and objectives of the Trust, which shall include, without limitation, the following:

(a)    To enter into, execute, deliver and maintain contracts, agreements and any or all other documents and instruments, and to do and perform all such things, as may be in furtherance of Trust purposes or necessary or appropriate for the offer and sale of the Units and the conduct of Trust activities, including, but not limited to, contracts with third parties for:

(i)    commodity brokerage services, as well as administrative services necessary to the prudent operation of the Trust, provided, however, that in no event shall the fees payable by the Trust for such services exceed any limitations imposed by the NASAA Guidelines as they may be amended from time to time, except to the extent that such limitations are amended to become more restrictive, in which event such fees will not exceed such more restrictive limitations, and provided, further, that such services may be performed by an Affiliate or Affiliates of the Managing Owner so long as the Managing Owner has made a good faith determination that: (A) the Affiliate which it proposes to engage to perform such services is qualified to do so (considering the prior experience of the Affiliate or the individuals employed thereby); (B) the terms and conditions of the agreement pursuant to which such Affiliate is to perform services for the Trust are no less favorable to the Trust than could be obtained from equally-qualified unaffiliated third parties; and (C) the maximum period covered by the agreement pursuant to which such affiliate is to

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perform services for the Trust shall not exceed one year, and such agreement shall be terminable without penalty upon sixty (60) days’ prior written notice by the Trust; and

(ii)    commodity trading advisory services relating to the purchase and sale of all Commodities positions on behalf of the Trust, which services may not be performed by the Managing Owner or an Affiliate(s) of the Managing Owner, provided, however, that in no event shall the fees payable by the Trust for such services exceed any limitations imposed by the NASAA Guidelines as they may be amended from time to time, except to the extent that such limitations are amended to become more restrictive, in which event such fees will not exceed such more restrictive limitations. All advisory services shall be performed by persons with at least three years experience or who can otherwise demonstrate to the Managing Owner that they have sufficient knowledge and experience to carry out the trading in commodity contracts for the Trust and who are also appropriately registered under federal and/or state law (i.e., all commodities advice with respect to commodities transactions shall be given by persons who are registered with the CFTC as a commodity trading advisor and are members of the NFA as a commodity trading advisor), but shall not be performed by any person affiliated with the Trust’s commodity brokers, if any.

(b)    To establish, maintain, deposit into, sign checks and/or otherwise draw upon accounts on behalf of the Trust with appropriate banking and savings institutions, and execute and/or accept any instrument or agreement incidental to the Trust’s business and in furtherance of its purposes, any such instrument or agreement so executed or accepted by the Managing Owner in the Managing Owner’s name shall be deemed executed and accepted on behalf of the Trust by the Managing Owner;

(c)    To deposit, withdraw, pay, retain and distribute the Trust Estate or any portion thereof in any manner consistent with the provisions of this Trust Agreement;

(d)    To supervise the preparation and filing of the Registration Statement and supplements and amendments thereto, and the Prospectus;

(e)    To pay or authorize the payment of distributions to the Unitholders and expenses of each Series;

(f)    To invest or direct the investment of funds of any Series not then delegated to a Trading Advisor(s) and prohibit any transactions contemplated hereunder which may constitute prohibited transactions under ERISA or the Code;

(g)    To make any elections on behalf of the Trust or any Series thereof under the Code, or any other applicable federal or state tax law as the Managing Owner shall determine to be in the best interests of the Trust or any Series thereof;

(h)    To redeem mandatorily any Limited Units upon at least two (2) days’ prior written notice acknowledged by the Limited Owner, if (i) the Managing Owner determines that the continued participation of such Limited Owner in the Trust might cause the Trust, a Series in the Trust or any Unitholder to be deemed to be managing Plan Assets under ERISA, (ii) there is an unauthorized assignment pursuant to the provisions of Article V, or (iii) in the event that any transaction would or might violate any law or constitute a prohibited transaction under ERISA or the Code and a statutory, class or individual exemption from the prohibited transaction provisions of ERISA for such transaction or transactions does not apply or cannot be obtained from the DOL (or the Managing Owner determines not to seek such an exemption). In the case of mandatory redemptions, the Redemption Date shall be the close of business on the date written notice of intent to redeem is sent by the Managing Owner to a Limited Owner. A notice may be revoked prior to the payment date by written notice from the Managing Owner to a Limited Owner;

(i)    In the sole discretion of the Managing Owner, to admit an Affiliate or Affiliates of the Managing Owner as additional Managing Owners. Notwithstanding the foregoing, the Managing Owner may not admit

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Affiliate(s) of the Managing Owner as an additional Managing Owner if it has received notice of its removal as a Managing Owner, pursuant to Section 8.2(d) hereof, and if the concurrence of at least a majority in interest (over 50%) of the outstanding Units of all Series (not including Units owned by the Managing Owner) is not obtained;

(j)    To override any trading instructions:  (i) that the Managing Owner, in its sole discretion, determines in good faith to be in violation of any trading policy or limitation of the Trust, including as set forth in Section 4.2(k) below; (ii) as and to the extent necessary, upon the failure of any Trading Advisor to comply with a request to make the necessary amount of funds available to the Trust within five (5) days of such request, to fund distributions, redemptions (including special redemptions), or reapportionments among Trading Advisors or to pay the expenses of any Series in the Trust; and provided further, that the Managing Owner may make Commodities trading decisions at any time at which any Trading Advisor shall become incapacitated or some other emergency shall arise as a result of which such Trading Advisor shall be unable or unwilling to act and a successor Trading Advisor has not yet been retained;

(k)    Monitor the trading activities of the Trading Advisor so that:

(i)    Any Series does not establish new Commodities positions for any one contract month or option if such additional Commodities positions would result in a net long or short position for that Commodities position requiring as margin or premium more than fifteen percent (15%) of the Trust Estate of a Series.

(ii)    Any Series does not acquire additional Commodities positions in any commodities interest contract or option if such additional Commodities positions would result in the aggregate net long or short Commodities positions requiring as margin or premium for all outstanding Commodities positions more than sixty-six and two-thirds percent (66 ²/3%) of the Trust Estate of a Series. Under certain market conditions, such as an abrupt increase in margins required by a commodity exchange or its clearinghouse or an inability to liquidate open Commodities positions because of daily price fluctuation limits or both, a Series may be required to commit as margin in excess of the foregoing limit. In such event the Managing Owner will cause each Trading Advisor to reduce its open futures or options positions to comply with the foregoing limit before initiating new Commodities positions.

SECTION 4.3    Obligations of the Managing Owner.    In addition to the obligations expressly provided by the Delaware Statutory Trust Act or this Trust Agreement, the Managing Owner shall:

(a)    Devote such of its time to the business and affairs of the Trust as it shall, in its discretion exercised in good faith, determine to be necessary to conduct the business and affairs of the Trust for the benefit of the Trust and the Limited Owners;

(b)    Execute, file, record and/or publish all certificates, statements and other documents and do any and all other things as may be appropriate for the formation, qualification and operation of the Trust and each Series of the Trust and for the conduct of its business in all appropriate jurisdictions;

(c)    Retain independent public accountants to audit the accounts of each Series in the Trust;

(d)    Employ attorneys to represent the Trust or a Series thereof;

(e)    Use its best efforts to maintain the status of the Trust as a “statutory trust” for state law purposes and as a partnership that is not a publicly traded partnership for federal income tax purposes;

(f)    Monitor the trading policies and limitations of each Series, as set forth in the Prospectus, and the activities of the Trust’s Trading Advisor(s) in carrying out those policies in compliance with the Prospectus;

(g)    Monitor the brokerage fees charged to each Series, and the services rendered by futures commission merchants to each Series, to determine whether the fees paid by, and the services rendered to, each Series for futures brokerage are at competitive rates and are the best price and services available under the circumstances, and if necessary, renegotiate the brokerage fee structure to obtain such rates and services for each

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Series. In making this determination the Managing Owner shall not rely solely on the brokerage rates paid by other major commodity pools. No material change related to brokerage fees shall be made except upon twenty (20) Business Days’ prior notice to the Limited Owners, which notice shall include a description of the Limited Owners’ voting rights as set forth in Section 8.2 hereof and redemption rights as set forth in Section 7.1 hereof, and no increase in such fees shall take effect except at the beginning of a Fiscal Quarter following the consent of Limited Owners holding Units representing at least a majority (over 50%) in Net Asset Value of the Series affected (excluding Units held by the Managing Owner);

(h)    Have fiduciary responsibility for the safekeeping and use of the Trust Estate of each Series, whether or not in the Managing Owner’s immediate possession or control, and the Managing Owner will not employ or permit others to employ such funds or assets of each Series (including any interest earned thereon) in any manner except as and to the extent permitted by the NASAA Guidelines for the benefit of each Series in the Trust, including, among other things, the utilization of any portion of the Trust Estate as compensating balances for the exclusive benefit of the Managing Owner. The Managing Owner shall at all times act with integrity and good faith and exercise due diligence in all activities relating to the conduct of the business of the Trust and in resolving conflicts of interest. The Trust shall not permit any Limited Owner to contract away the fiduciary duty owed to the Limited Owners by the Managing Owner under this Agreement or the Delaware Statutory Trust Act. Subject to the restrictions set forth in Section 4.6 hereof, to the extent that, at law or in equity, the Managing Owner or any officer, director, employee or agent thereof or any Affiliate of the Managing Owner (collectively, the “Covered Persons”), has duties (including fiduciary duties) and liabilities relating thereto to the Trust, any other Unitholder or Covered Person or the Trustee, such Covered Person acting under the Trust Agreement shall not be liable to the Trust, any other Unitholder or Covered Person or the Trustee for such Covered Person’s good faith reliance on the provisions of the Trust Agreement; and the duties and liabilities of such Covered Person may be expanded or restricted by the provisions of this Trust Agreement.

(i)    Agree that, at all times from and after the sale of at least the Subscription Minimum (as defined in the Prospectus), for so long as it remains a Managing Owner of the Trust, it shall have a minimum “net worth” (as defined below) and not take any affirmative action to reduce its “net worth” below an amount imposed by the NASAA Guidelines as they may be amended from time to time. “Net Worth” is defined in the NASAA Guidelines as requiring the financial condition of the sponsor of an issuance of securities to be in no case less than $50,000 nor be in excess of $1,000,000;

(j)    Admit substituted Limited Owners in accordance with this Trust Agreement;

(k)    Refuse to recognize any attempted transfer or assignment of a Unit that is not made in accordance with the provisions of Article V; and

(l)    Maintain a current list in alphabetical order, of the names and last known addresses and, if available, business telephone numbers of, and number of Units owned by, each Unitholder and the other Trust documents described in Section 9.6 at the Trust’s principal place of business, which documents shall be made available thereat at reasonable times during ordinary business hours for inspection by any Limited Owner or his representative for any purpose reasonably related to the Limited Owner’s interest as a beneficial owner of the Trust. Such list shall be printed on white paper in clearly legible print and shall be updated quarterly. Upon request, for any purpose reasonably related to the Limited Owner’s interest as a beneficial owner of the Trust, including without limitation, matters relating to a Unitholder’s voting rights hereunder or the exercise of a Limited Owner’s rights under federal proxy law, either in person or by mail, the Managing Owner will furnish a copy of such list to a Limited Owner or his representative within ten (10) days of a request therefor, upon payment of the cost of reproduction and mailing; provided, however, that the Limited Owner requesting such list shall give written assurance that the list will not, in any event, be used for commercial purposes. Subject to applicable law, a Limited Owner shall give the Managing Owner at least ten (10) Business Days’ prior written notice for any inspection and copying permitted pursuant to this Section 4.3(l) by the Limited Owner or his authorized attorney or agent.

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SECTION 4.4    General Prohibitions.    The Trust shall not:

(a)    Borrow money from or loan money to any Unitholder or other Person, except that the foregoing is not intended to prohibit (i) the deposit on margin with respect to the initiation and maintenance of the Trust’s Commodities positions or (ii) obtaining lines of credit for the trading of forward contracts; provided, however, that the Trust is prohibited from incurring any indebtedness on a non- recourse basis;

(b)    Create, incur, assume or suffer to exist any lien, mortgage, pledge conditional sales or other title retention agreement, charge, security interest or encumbrance, except (i) the right and/or obligation of a commodity broker to close out sufficient commodities positions of each Series so as to restore the Series’ account to proper margin status in the event that the Series fails to meet a Margin Call, (ii) liens for taxes not delinquent or being contested in good faith and by appropriate proceedings and for which appropriate reserves have been established, (iii) deposits or pledges to secure obligations under workmen’s compensation, social security or similar laws or under unemployment insurance, (iv) deposits or pledges to secure contracts (other than contracts for the payment of money), leases, statutory obligations, surety and appeal bonds and other obligations of like nature arising in the ordinary course of business, or (v) mechanic’s, warehousemen’s, carrier’s, workmen’s, materialmen’s or other like liens arising in the ordinary course of business with respect to obligations which are not due or which are being contested in good faith, and for which appropriate reserves have been established if required by generally accepted accounting principles, and liens arising under ERISA;

(c)    Commingle its assets with those of any other Person, except to the extent permitted under the CE Act and the regulations promulgated thereunder;

(d)    Directly or indirectly pay or award any finder’s fees, commissions or other compensation to any Persons engaged by a potential Limited Owner for investment advice as an inducement to such advisor to advise the potential Limited Owner to purchase Limited Units in the Trust;

(e)    Engage in Pyramiding of its Commodities positions; provided, however, that a Trading Advisor(s) may take into account the Series’ open trade equity on existing positions in determining generally whether to acquire additional Commodities positions on behalf of the Series;

(f)    Permit rebates to be received by the Managing Owner or any Affiliate of the Managing Owner, or permit the Managing Owner or any Affiliate of the Managing Owner to engage in any reciprocal business arrangements which would circumvent the foregoing prohibition;

(g)    Permit the Trading Advisor(s) to share in any portion of brokerage fees related to commodity brokerage services paid with respect to a Series with respect to its commodity trading activities;

(h)    Enter into any contract with the Managing Owner or an Affiliate of the Managing Owner (except for selling agreements for the sale of Units) (i) which has a term of more than one year and which does not provide that it may be canceled by the Trust without penalty on sixty (60) days prior written notice or (ii) for the provision of goods and services, except at rates and terms at least as favorable as those which may be obtained from third parties in arms-length negotiations;

(i)    Permit churning of its Commodity trading account(s) for the purpose of generating excess brokerage commissions;

(j)    Enter into any exclusive brokerage contract;

(k)    Operate the Trust in any manner so as to contravene section 3804 of the Delaware Statutory Trust Act; and

(l)    Cause the Trust to elect to be treated as an association taxable as a corporation for federal income tax purposes.

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SECTION 4.5    Liability of Covered Persons.    A Covered Person shall have no liability to the Trust or to any Unitholder or other Covered Person for any loss suffered by the Trust which arises out of any action or inaction of such Covered Person if such Covered Person, in good faith, determined that such course of conduct was in the best interest of the Trust and such course of conduct did not constitute negligence or misconduct of such Covered Person. Subject to the foregoing, neither the Managing Owner nor any other Covered Person shall be personally liable for the return or repayment of all or any portion of the capital or profits of any Limited Owner or assignee thereof, it being expressly agreed that any such return of capital or profits made pursuant to this Trust Agreement shall be made solely from the assets of the Trust without any rights of contribution from the Managing Owner or any other Covered Person.

SECTION 4.6    Indemnification of the Managing Owner.

(a)    To the fullest extent permitted by applicable law, the Managing Owner shall be indemnified and held harmless by the Trust against any liability or loss suffered by the Managing Owner in connection with its activities for each Series of the Trust, provided that (i) the Managing Owner was acting on behalf of or performing services for the Trust and has determined, in good faith, that such course of conduct was in the best interests of the Trust and such liability or loss was not the result of negligence, misconduct, or a breach of this Trust Agreement on the part of the Managing Owner and (ii) any such indemnification will only be recoverable from the Trust Estate.

(b)    Notwithstanding the provisions of Section 4.6(a) above, the Managing Owner and any Person acting as broker-dealer for the Trust or any Series thereof shall not be indemnified for any losses, liabilities or expenses arising from or out of an alleged violation of federal or state securities laws unless (i) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the particular indemnitee, (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular indemnitee or (iii) a court of competent jurisdiction approves a settlement of the claims against a particular indemnitee and finds that indemnification of the settlement and related costs should be made.

(c)    In any claim for indemnification for federal or state securities law violations, the party seeking indemnification shall place before the court the position of the Securities and Exchange Commission, the position of the Tennessee Securities Division, the position of the Securities Division of the Commonwealth of Massachusetts and the position of any other applicable state securities division which requires disclosure with respect to the issue of indemnification for securities law violations.

(d)    The Trust shall not incur the cost of that portion of any insurance which insures any party against any liability, the indemnification of which is herein prohibited.

(e)    Expenses incurred in defending a threatened or pending civil, administrative or criminal action suit or proceeding against the Managing Owner shall be paid by the Trust in advance of the final disposition of such action, suit or proceeding, if (i) the legal action relates to acts or omissions with respect to the performance of duties or services by the Managing Owner on behalf of the Trust or a particular Series of the Trust; (ii) the legal action is initiated by a third party who is not a Limited Owner or the legal action is initiated by a Limited Owner and a court of competent jurisdiction specifically approves such advance; and (iii) the Managing Owner undertakes to repay the advanced funds with the applicable legal rate of interest to the Trust in cases in which it is not entitled to indemnification under this Section 4.6.

(f)    The term “Managing Owner” as used only in this Section 4.6 shall include, in addition to the Managing Owner, any other Covered Person performing services on behalf of the Trust or any Series thereof and acting within the scope of the Managing Owner’s authority as set forth in this Trust Agreement.

(g)    The payment of any amount pursuant to this Section shall be subject to Section 3.7 with respect to the allocation of liabilities and other amounts, as appropriate, among the Series of the Trust.

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SECTION 4.7    Expenses.

(a)    The Managing Owner or an Affiliate of the Managing Owner shall be responsible for the payment of all Organization and Offering Expenses incurred in the creation of the Trust and each Series thereof and sale of Units, except for the initial service fee, if any. Organization and Offering Expenses shall mean those expenses incurred in connection with the formation, qualification and registration of the Trust and the Units and in offering, distributing and processing the Units under applicable federal and state law, and any other expenses actually incurred and, directly or indirectly, related to the organization of the Trust or the initial and continuous offering of the Units, including, but not limited to, expenses such as: (i) initial and on-going registration fees, filing fees, escrow fees and taxes, (ii) costs of preparing, printing (including typesetting), amending, supplementing, mailing and distributing the Registration Statement, the Exhibits thereto and the Prospectus during the Initial and Continuous Offering Periods, (iii) the costs of qualifying, printing, (including typesetting), amending, supplementing, mailing and distributing sales materials used in connection with the offering and issuance of the Units during the Initial and Continuous Offering Periods, (iv) travel, telegraph, telephone and other expenses in connection with the offering and issuance of the Units during the Initial and Continuous Offering Periods, and (v) accounting, auditing and legal fees (including disbursements related thereto) incurred in connection therewith.

(b)    All on-going charges, costs and expenses of the Trust’s operation, including, but not limited to, the routine expenses associated with (i) preparation of monthly, annual and other reports required by applicable federal and state regulatory authorities; (ii) Trust meetings and preparing, printing and mailing of proxy statements and reports to Unitholders; (iii) the payment of any distributions related to redemption of Units; (iv) routine services of the Trustee, legal counsel, auditors and accountants, whether employed directly or by Affiliates of the Managing Owner; (v) postage, insurance and filing fees; (vi) client relations and services and (vii) computer equipment and system development shall be billed to and paid by the Managing Owner or an Affiliate of the Managing Owner. All on-going expenses associated with (i) the fixed fee to be paid to the Trust’s commodity brokers, if any, (ii) required payments to the Trust’s Trading Advisors and (iii) extraordinary expenses (including, but not limited to, legal claims and liabilities and litigation costs and any indemnification related thereto) shall be billed to and/or paid out of the assets of the appropriate Series of the Trust subject to such other limitations as are set forth herein concerning the limitations on the Series’ liability for the liabilities of another Series.

(c)    The Managing Owner or any Affiliate of the Managing Owner may only be reimbursed for the actual cost to the Managing Owner or such Affiliate of any expenses which it advances on behalf of the Trust for which payment the Trust is responsible. In addition, payment to the Managing Owner or such Affiliate for indirect expenses incurred in performing services for the Trust, such as salaries and fringe benefits of officers and directors, rent or depreciation, utilities and other administrative items generally falling within the category of the Managing Owner’s “overhead,” is prohibited.

(d)    The Trust shall pay any extraordinary fees and expenses affecting the Trust generally (including, but not limited to, legal claims and liabilities and litigation costs and any permitted indemnification payments related thereto). Except as otherwise set forth in this Trust Agreement, all Trust expenses which are specific to a particular Series of Units will be allocated to such Series. All general expenses of the Trust will be allocated pro rata among all Series of Units according to their respective Net Asset Values and taking into account the timing of such Unit purchases.

SECTION 4.8    Compensation to the Managing Owner. (a)     Management Fee.

(i)    The assets attributable to each Series of Units shall be used to pay to the Managing Owner a monthly management fee equal to the following percentage of such Series’ assets:

(A)    the assets attributable to the Balanced Series Units shall be used to pay to the Managing Owner a monthly management fee equal to 1/12th of 0.50% of the assets attributable to the Balanced Series Units (approximately 0.50% annually);

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(B)    the assets attributable to the Graham Series Units shall be used to pay to the Managing Owner a monthly management fee equal to 1/12th of 2.50% of the assets attributable to the Graham Series Units (approximately 2.50% annually);

(C)    the assets attributable to the Beach Series Units shall be used to pay to the Managing Owner a monthly management fee equal to 1/12th of 2.0% of the assets attributable to the Beach Series Units (approximately 2.0% annually);

(D)    the assets attributable to the C-View Currency Series Units shall be used to pay to the Managing Owner a monthly management fee equal to 1/12th of 2.0% of the assets attributable to the C-View Currency Series Units (approximately 2.0% annually);

(E)    the assets attributable to the Dunn Series Units shall be used to pay to the Managing Owner no monthly management fee; and

(ii)    For purposes of calculating the management fee payable to the Managing Owner, the Net Asset Value of a Series shall be determined before reduction for any management fees accrued or paid, incentive fees made or makeable or extraordinary fees and expenses accrued or paid as of such month-end and before giving effect to any capital contributions made and any distributions or redemptions accrued or paid as of such month-end. In the event that a Limited Owner redeems some or all of its Units or exchanges some or all of its Units for Units of another Series or the Trust is dissolved or terminated as of any date other than the last day of a calendar month, the management fee for such month shall be paid on a pro-rated basis based on the ratio that the number of days in the calendar month through the date of such event bears to the total number of days in the calendar month.

(iii)    The Managing Owner shall pay each Trading Advisor’s management fees out of such management fee.

(iv)    Investments made by the Managing Owner, a Trading Advisor or their respective employees, family members and affiliates may, in the sole and absolute discretion of the Managing Owner, be charged management fees at reduced rates.

(b)    Incentive Fee

(i)    Each Series (other than the Balanced Series) shall pay to the Managing Owner an incentive fee of a certain percentage of “New High Net Trading Profits” (as hereinafter defined) generated by such Series, including realized and unrealized gains and losses thereon, as of the close of business on the last day of each calendar quarter (the “Incentive Measurement Date”). Because the Balanced Series will employ multiple Trading Advisors, the Balanced Series shall pay the Managing Owner an incentive fee calculated on a Trading Advisor by Trading Advisor basis. It is therefore possible that in any given period the Balanced Series may pay incentive fees to one or more Trading Advisors while the Balanced Series as a whole experiences losses. The fee shall accrue monthly. The percentage of New High Net Trading Profits that each Series shall pay to the Managing Owner is as follows:

(A)    the Balanced Series Units shall pay to the Managing Owner an incentive fee of 25% of New High Net Trading Profits;

(B)    the Graham Series Units shall pay to the Managing Owner an incentive fee of 20% of New High Net Trading Profits;

(C)    the Beach Series Units shall pay to the Managing Owner an incentive fee of 20% of New High Net Trading Profits;

(D)    the C-View Currency Series Units shall pay to the Managing Owner an incentive fee of 20% of New High Net Trading Profits;

(E)    the Dunn Series Units shall pay to the Managing Owner an incentive fee of 25% of New High Net Trading Profits; and

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(ii)    “New High Net Trading Profits” (for purposes of calculating the Managing Owner’s incentive fees) shall be computed as of the Incentive Measurement Date and will include such profits (as outlined below) since the Incentive Measurement Date of the most recent preceding calendar month or quarter for which an incentive fee was earned (or, with respect to the first Incentive Fee, as of the commencement of operations) (the “Incentive Measurement Period”). New High Net Trading Profits for any Incentive Measurement Period shall be the net profits, if any, from the Series’ (or in the case of the Balanced Series, the Trading Advisor’s) trading during such period (including (i) gross realized trading profit (loss) plus or minus (ii) the change in unrealized trading profit (loss) on open positions) minus (iii) the fees charged to the Series (or in the case of the Balanced Series, such Trading Advisor) by the Managing Owner and the Clearing Brokers for brokerage commissions, exchange fees, NFA fees, give up fees and other transaction related fees and expenses charged in connection with the Series’ (or in the case of the Balanced Series, such Trading Advisor’s) trading activities and on-going service fees for certain administrative services payable to certain Selling Agents and will be calculated after the determination of the Managing Owner’s management fee, but before deduction of any incentive fees payable during the Incentive Measurement Period minus (iv) the “Carryforward Loss” (as defined in the next sentence), if any, as of the beginning of the Incentive Measurement Period. If the total of items (i) through (iv), above, is negative at the end of an Incentive Measurement Period, such amount shall be the Carryforward Loss for the next month or quarter. Carryforward Losses shall (v) be proportionately reduced to reflect reductions in allocated assets. Such proportional reduction shall be based upon the ratio that the reduction of assets allocated away from the Trading Advisor bears to the then current amount of Allocated Assets which the Trading Advisor is managing prior to giving effect to such reduction in the Allocated Assets. New High Net Trading Profits will not include interest earned or credited. New High Net Trading Profits shall be generated only to the extent that the Series’ (or in the case of the Balanced Series, the Trading Advisor’s) cumulative New High Net Trading Profits exceed the highest level of cumulative New High Net Trading Profits achieved by such Series (or in the case of the Balanced Series, such Trading Advisor’s) as of a previous Incentive Measurement Date. Except as set forth below, net losses after proportional reduction under clause (v), above from prior quarters must be recouped before New High Net Trading Profits can again be generated. If a withdrawal or distribution occurs at any date that is not an Incentive Measurement Date, the date of the date of the withdrawal or distribution will be treated as if it were an Incentive Measurement Date, but any Incentive Fee accrued in respect of the withdrawn assets on such date shall not be paid to the Managing Owner until the next scheduled Incentive Measurement Date. New High Net Trading Profits for an Incentive Measurement Period shall exclude capital contributions to the Series (or in the case of the Balanced Series, such Trading Advisor’s) in an Incentive Measurement Period, distributions or redemptions payable by the Series (or in the case of the Balanced Series, such Trading Advisor’s) during an Incentive Measurement Period, as well as losses, if any, associated with redemptions during the Incentive Measurement Period and prior to the Incentive Measurement Date. In calculating New High Net Trading Profits, incentive fees paid for a previous Incentive Measurement Period will not reduce cumulative New High Net Trading Profits in subsequent periods.

(iii)    The Managing Owner shall pay each Trading Advisor’s incentive fees out of such fees.

(iv)    Investments made by the Managing Owner, a Trading Advisor or their respective employees, family members and affiliates may, in the sole and absolute discretion of the Managing Owner, be charged incentive fees at reduced rates.

(c)    The first two percent (2.0%) of interest income earned by the Trust on each Series shall be paid to the Managing Owner. In addition, if interest rates fall below 0.75%, the Managing Owner shall be paid the difference between the Trust’s annualized income interest and 0.75%. Interest income above 2.0% per Series shall be retained by the Trust.

(d)    The Trust, with respect to each Series, will pay a fee of a certain percentage of the Series’ Net Asset Value annually which will be used to pay all brokerage commissions, plus applicable exchange fees, NFA fees, give up fees and other transaction related fees and expenses charged in connection with each Series’ trading activities and on-going service fees for certain administrative services payable to certain Selling Agents selling Class 2 Units of any Series.

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SECTION 4.9    Other Business of Unitholders.    Except as otherwise specifically provided herein, any of the Unitholders and any shareholder, officer, director, employee or other person holding a legal or beneficial interest in an entity which is a Unitholder, may engage in or possess an interest in other business ventures of every nature and description, independently or with others, and the pursuit of such ventures, even if competitive with the business of the Trust, shall not be deemed wrongful or improper. The Managing Owner and Affiliates of the Managing Owner shall not engage in a venture competitive with the Trust except as described in the Prospectus.

SECTION 4.10    Voluntary Withdrawal of the Managing Owner.    The Managing Owner may withdraw voluntarily as the Managing Owner of the Trust only upon one hundred twenty (120) days’ prior written notice to all Limited Owners and the Trustee and the prior approval of Limited Owners holding Units equal to at least a majority (over 50%) of the Net Asset Value of each Series (excluding Units held by the withdrawing Managing Owner). If the withdrawing Managing Owner is the last remaining Managing Owner, Limited Owners holding Units equal to at least a majority (over 50%) of the Net Asset Value of each Series (not including Units held by the Managing Owner) may vote to elect and appoint, effective as of a date on or prior to the withdrawal, a successor Managing Owner who shall carry on the business of the Trust. If the Managing Owner withdraws as Managing Owner and the Limited Owners or remaining Managing Owner elect to continue the Trust, the withdrawing Managing Owner shall pay all expenses incurred as a result of its withdrawal. In the event of its removal or withdrawal, the Managing Owner shall be entitled to a redemption of its Unit at the Net Asset Value of a Series thereof on the next Redemption Date following the date of removal or withdrawal.

SECTION 4.11    Authorization of Registration Statements.    Each Limited Owner (or any permitted assignee thereof) hereby agrees that the Managing Owner is authorized to execute, deliver and perform the agreements, acts, transactions and matters contemplated hereby or described in or contemplated by the Registration Statements or any securities laws on behalf of the Trust without any further act, approval or vote of the Limited Owners of the Trust, notwithstanding any other provision of this Trust Agreement, the Delaware Statutory Trust Act or any applicable law, rule or regulation.

SECTION 4.12    Litigation.    The Managing Owner is hereby authorized to prosecute, defend, settle or compromise actions or claims at law or in equity as may be necessary or proper to enforce or protect the Trust’s interests. The Managing Owner shall satisfy any judgment, decree or decision of any court, board or authority having jurisdiction or any settlement of any suit or claim prior to judgment or final decision thereon, first, out of any insurance proceeds available therefor, next, out of the Trust’s assets and, thereafter, out of the assets (to the extent that it is permitted to do so under the various other provisions of this Agreement) of the Managing Owner.

ARTICLE V

TRANSFERS OF UNITS

SECTION 5.1    General Prohibition.    A Limited Owner may not sell, assign, transfer or otherwise dispose of, or pledge, hypothecate or in any manner encumber any or all of his Units or any part of his right, title and interest in the capital or profits of any Series in the Trust except as permitted in this Article V and any act in violation of this Article V shall not be binding upon or recognized by the Trust (regardless of whether the Managing Owner shall have knowledge thereof), unless approved in writing by the Managing Owner.

SECTION 5.2    Transfer of Managing Owner’s General Units.

(a)    Upon an Event of Withdrawal (as defined in Section 13.1), the Managing Owner’s General Units shall be purchased by the Trust for a purchase price in cash equal to the Net Asset Value thereof. The Managing Owner will not cease to be a Managing Owner of the Trust merely upon the occurrence of its making an assignment for the benefit of creditors, filing a voluntary petition in bankruptcy, filing a petition or answer

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seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statue, law or regulation, filing an answer or other pleading admitting or failing to contest material allegations of a petition filed against it in any proceeding of this nature or seeking, consenting to or acquiescing in the appointment of a trustee, receiver of liquidator for itself or of all or any substantial part of its properties.

(b)    To the full extent permitted by law, nothing in this Trust Agreement shall be deemed to prevent the merger of the Managing Owner with another corporation, the reorganization of the Managing Owner into or with any other corporation, the transfer of all the capital stock of the Managing Owner or the assumption of the Units, rights, duties and liabilities of the Managing Owner by, in the case of a merger, reorganization or consolidation, the surviving corporation by operation of law.

(c)    Upon assignment of all of its Units, the Managing Owner shall not cease to be a Managing Owner of the Trust, or to have the power to exercise any rights or powers as a Managing Owner, or to have liability for the obligations of the Trust under Section 1.6 hereof, until an additional Managing Owner, who shall carry on the business of the Trust, has been admitted to the Trust.

SECTION 5.3    Transfer of Limited Units.

(a)    Permitted assignees of the Limited Owners shall be admitted as substituted Limited Owners, pursuant to this Article V, only upon the consent of the Managing Owner. The parties hereto hereby agree that such restrictions are necessary and desirable in order to maintain the Trust’s tax classification as a partnership, to avoid having the Trust classified as a publicly traded partnership or to avoid adverse legal consequence to the Trust. There will be no restrictions on transferability other than the restrictions necessary and desirable in order to maintain the Trust’s tax classification as a partnership, to avoid having the Trust classified as a publicly traded partnership, and to avoid adverse legal consequences to the Trust.

(i)    A substituted Limited Owner is a permitted assignee that has been admitted to any Series as a Limited Owner with all the rights and powers of a Limited Owner hereunder. If all of the conditions provided in Section 5.3(b) below are satisfied, the Managing Owner shall admit permitted assignees into the Trust as Limited Owners by making an entry on the books and records of the Series reflecting that such permitted assignees have been admitted as Limited Owners, and such permitted assignees will be deemed Limited Owners at such time as such admission is reflected on the books and records of the Series.

(ii)    A permitted assignee is a Person to whom a Limited Owner has assigned his Limited Units with the consent of the Managing Owner, as provided below in Section 5.3(d), but who has not become a substituted Limited Owner. A permitted assignee shall have no right to vote, to obtain any information on or account of the Series’ transactions or to inspect the Trust’s or Series’ books, but shall only be entitled to receive the share of the profits, or the return of the Capital Contribution, to which his assignor would otherwise be entitled as set forth in Section 5.3(d) below to the extent of the Limited Units assigned. Each Limited Owner agrees that any permitted assignee may become a substituted Limited Owner without the further act or consent of any Limited Owner, regardless of whether his permitted assignee becomes a substituted Limited Owner.

(iii)    A Limited Owner shall bear all extraordinary costs (including attorneys’ and accountants’ fees), if any, related to any transfer, assignment, pledge or encumbrance of his Limited Units.

(b)    No permitted assignee of the whole or any portion of a Limited Owner’s Limited Units shall have the right to become a substituted Limited Owner in place of his assignor unless all of the following conditions are satisfied:

(i)    The written consent of the Managing Owner to such substitution shall be obtained.

(ii)    A duly executed and acknowledged written instrument of assignment has been filed with the Trust setting forth the intention of the assignor that the permitted assignee become a substituted Limited Owner in his place;

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(iii)    The assignor and permitted assignee execute and acknowledge and/or deliver such other instruments as the Managing Owner may deem necessary or desirable to effect such admission, including his execution, acknowledgment and delivery to the Managing Owner, as a counterpart to this Trust Agreement, of a Power of Attorney in the form set forth in the Subscription Agreement; and

(iv)    Upon the request of the Managing Owner, an opinion of the Trust’s independent legal counsel is obtained to the effect that (A) the assignment will not jeopardize the Trust’s tax classification as a partnership and (B) the assignment does not violate this Trust Agreement or the Delaware Statutory Trust Act.

(c)    Any Person admitted to any Series as a Unitholder shall be subject to all of the provisions of this Trust Agreement as if an original signatory hereto.

(d)    (i)    Subject to the provisions of Section 5.3(e) below, compliance with the suitability standards imposed by the Trust for the purchase of new Units, applicable federal securities and state “Blue Sky” laws and the rules of any other applicable governmental authority, a Limited Owner shall have the right to assign all or any of his Limited Units to any assignee by a written assignment (on a form acceptable to the Managing Owner) the terms of which are not in contravention of any of the provisions of this Trust Agreement, which assignment has been executed by the assignor and received by the Trust and recorded on the books thereof. An assignee of a Limited Unit (or any interest therein) will not be recognized as a permitted assignee without the consent of the Managing Owner, which consent the Managing Owner shall withhold only if necessary, in the judgment of the Managing Owner (and upon receipt of an opinion of counsel to this effect), to preserve the classification of the Trust as a partnership for federal income tax purposes or to preserve the characterization or treatment of any Series’ income or loss. The Managing Owner shall withhold its consent to assignments made under the foregoing circumstance, and shall exercise such right by taking any actions as it seems necessary or appropriate in its reasonable discretion so that such transfers or assignments of rights are not in fact recognized, and the assignor or transferor continues to be recognized by the Trust as a Unitholder for all purposes hereunder, including the payment of any cash distribution. The Managing Owner shall incur no liability to any investor or prospective investor for any action or inaction by it in connection with the foregoing, provided it acted in good faith.

(ii)    Except as specifically provided in this Trust Agreement, a permitted assignee of a Unit shall be entitled to receive distributions from the Series attributable to the Unit acquired by reason of such assignment from and after the effective date of the assignment of such Unit to him. The “effective date” of an assignment of a Limited Unit as used in this clause shall be the Business Day two (2) days after the date on which the Managing Owner shall have been in receipt of the written instrument of assignment for at least two (2) Business Days prior thereto. If the assignee is (A) an ancestor or descendant of the Limited Owner, (B) the personal representative or heir of a deceased Limited Owner, (C) the trustee of a trust whose beneficiary is the Limited Owner or another person to whom a transfer could otherwise be made or (D) the shareholders, partners, or beneficiaries of a corporation, partnership or trust upon its termination or liquidation, then the “effective date” of an assignment of a Unit in the Trust shall be the first Business Day immediately following the Business Day in which the written instrument of assignment is received by the Managing Owner.

(iii)    Anything herein to the contrary notwithstanding, the Trust and the Managing Owner shall be entitled to treat the permitted assignor of such Unit as the absolute owner thereof in all respects, and shall incur no liability for distributions made in good faith to him, until such time as the written assignment has been received by, and recorded on the books of, the Trust.

(e)    (i)    No assignment or transfer of a Unit may be made which would result in the Limited Owners and permitted assignees of the Limited Owners owning, directly or indirectly, individually or in the aggregate, five percent (5%) or more of the stock of the Managing Owner or any related person as defined in Sections 267(b) and 707(b)(1) of the Code. If any such assignment or transfer would otherwise be made by bequest, inheritance of operation of law, the Unit transferred shall be deemed sold by the transferor to the Series immediately prior to such transfer in the same manner as provided in Section 5.3(e)(iii).

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(ii)    No assignment or transfer of an interest in any Series may be made which would contravene the NASAA Guidelines, as adopted in any state in which the proposed transferor and transferee reside including, without limitation, the restriction set forth in Paragraph F(2) of Article V thereof, which precludes any assignment (except for assignments by gift, inheritance, intra family assignment, family dissolutions and transfers to affiliates), which would result in either the assignee or the assignor holding Units in any combination of Series valued at less than $1,000 (with no minimum in the case of Benefit Plan Investors), and $5,000 in the case of assignees or assignors who are residents of Texas, provided, however, that this limitation shall not apply in respect of a Limited Owner wishing to assign its or his entire interest in all Series of the Trust.

(iii)    Anything else to the contrary contained herein notwithstanding: (A) In any particular twelve (12) consecutive month period no assignment or transfer of a Unit may be made which would result in increasing the aggregate total of Units previously assigned and/or transferred in said period to forty-nine percent (49%) or more of the total interest in the Trust’s capital and profits, as determined by the Managing Owner. This limitation is hereinafter referred to as the “forty-nine percent (49%) limitation”; (B) Clause (ii)(A) hereof shall not apply to a transfer by gift, bequest or inheritance, or a transfer to the Trust, and, for purposes of the forty-nine percent (49%) limitation, any such transfer shall not be treated as such; (C) If, after the forty-nine percent (49%) limitation is reached in any consecutive twelve (12) month period, a transfer of a Unit would otherwise take place by operation of law (but not including any transfer referred to in clause (iii)(B) hereof) and would cause a violation of the forty-nine percent (49%) limitation, then said Unit(s) shall be deemed to have been sold by the transferor to the Trust in liquidation of said Unit(s) immediately prior to such transfer for a liquidation price equal to the Net Asset Value of a Series of said Unit(s) on such date of transfer. The liquidation price shall be paid within ninety (90) days after the date of the transfer.

(f)    The Managing Owner, in its sole discretion, may cause the Trust to make, refrain from making, or once having made, to revoke, the election referred to in Section 754 of the Code, and any similar election provided by state or local law, or any similar provision enacted in lieu thereof.

(g)    The Managing Owner, in its sole discretion, may cause the Trust to make, refrain from making, or once having made, to revoke the election by a qualified fund under Section 988(c)(1)(E)(V), and any similar election provided by state or local law, or any similar provision enacted in lieu thereof.

(h)    Each Limited Owner hereby agrees to indemnify and hold harmless the Trust and each other Unitholder against any and all losses, damages, liabilities or expense (including, without limitation, tax liabilities or loss of tax benefits) arising, directly or indirectly, as a result of any transfer or purported transfer by such Limited Owner in violation of any provision contained in this Section 5.3.

ARTICLE VI

DISTRIBUTION AND ALLOCATIONS

SECTION 6.1    Capital Accounts.    A capital account shall be established for each Unitholder on the books of the Series in which a Unit is owned (such account sometimes hereinafter referred to as a “book capital account”). The initial balance of each Unitholder’s book capital account with respect to any Series shall be the amount of his initial Capital Contribution to that Series.

SECTION 6.2    Book Capital Account Allocations.    As of the close of business (as determined by the Managing Owner) on each Business Day during each Fiscal Year of the Trust, the following determinations and allocations shall be made:

(a)    First, any increase or decrease in the Net Asset Value of a Series as of such date as compared to the next previous determination of Net Asset Value of a Series shall be credited or charged to the book capital

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accounts of the Unitholders in the ratio that the balance of each Unitholder’s book capital account bears to the balance of all Unitholders’ book capital accounts; and

(b)    Next, the amount of any distribution to be made to a Unitholder and any amount to be paid to a Unitholder upon redemption of his Units shall be charged to that Unitholder’s book capital account as of the applicable record date and Redemption Date, respectively.

SECTION 6.3    Allocation of Profit and Loss for United States Federal Income Tax Purposes.    As of the end of each Fiscal Year, the recognized profit and loss of a Series shall be allocated among the Unitholders of that Series (and among Classes of a Series as appropriate) pursuant to the following subparagraphs for federal income tax purposes. Except as otherwise provided herein, such allocations of profit and loss shall be pro rata from Disposition Gain (or Disposition Loss) and Profits (or Losses).

(a)    First, the Profits or Losses of the Trust shall be allocated pro rata among the Unitholders based on their respective book capital accounts as of the end of any Business Day.

(b)    Next, Disposition Gain or Disposition Loss from the Trust’s trading activities for each Fiscal Year of the Trust shall be allocated among the Unitholders as follows:

(i)    There shall be established a tax capital account with respect to each outstanding Unit. The initial balance of each tax capital account shall be the amount paid by the Unitholder to the Trust for the Unit. Tax capital accounts shall be adjusted as of the end of each Fiscal Year as follows: (A) Each tax capital account shall be increased by the amount of income (Profits or Disposition Gain) which shall have been allocated to the Unitholder who shall hold the Unit pursuant to Section 6.3(a) above and Sections 6.3(b)(ii), 6.3(b)(iii) and 6.3(b)(iv) below; (B) Each tax capital account shall be decreased by the amount of expense or loss (Losses or Disposition Losses) which shall have been allocated to the Unitholder who shall hold the Unit pursuant to Section 6.3(a) above and Sections 6.3(b)(v), 6.3(b)(vi) and 6.3(b)(vii) below and by the amount of any distribution which shall have been received by the Unitholder with respect to the Unit (other than on redemption of Units); and (C) If a Unit is redeemed, the tax capital account with respect to such Unit shall be eliminated on the Redemption Date.

(ii)    Disposition Gain shall be allocated first to each Unitholder, if any, who redeemed or exchanged all or a portion of his, her or its Units up to the amount of the excess, if any, of the amount such Unitholder received in respect of the redeemed Units or the value of the Units received in the exchange over the portion of the balance of such Unitholder’s tax capital account attributable to such redeemed or exchanged Units (the “Gain Disparity”); provided, however, that if such Disposition Gain is insufficient to cover all such allocations, it shall be allocated among such Unitholders in the ratio that the Gain Disparity of each such Unitholder bears to the sum of the Gain Disparities of all such Unitholders.

(iii)    Disposition Gain that remains after the allocation pursuant to Section 6.3(b)(ii) above shall be allocated first among all Unitholders whose book capital accounts shall be in excess of their Units’ tax capital accounts (after making the adjustments, other than adjustments resulting from the allocations to be made pursuant to this Section 6.3(b)(iii), described in Section 6.3(b)(i) above) in the ratio that each such Unitholder’s excess shall bear to all such Unitholder’s excesses.

(iv)    Disposition Gain that remains after the allocation pursuant to Section 6.3(b)(iii) above shall be allocated to the Unitholders in the ratio that each Unitholder’s book capital account bears to all Unitholders’ book capital accounts.

(v)    Disposition Loss shall be allocated first to each Unitholder, if any, who redeemed or exchanged all or a portion of his, her or its Units up to the amount of the excess, if any, of the portion of the balance of such Unitholder’s tax capital account attributable to the redeemed or exchanged Units over the amount such Unitholder received in respect of the redeemed Units or the value of the Units received in the exchange (the “Loss Disparity”); provided, however, that if such Disposition Loss is insufficient to cover all such allocations, it shall be allocated among such Unitholders in the ratio that the Loss Disparity of each such Unitholder bears to the sum of the Loss Disparities of all such Unitholders.

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(vi)    Disposition Loss that remains after the allocation pursuant to Section 6.3(b)(v) above shall be allocated first among all Unitholders whose Units’ tax capital accounts shall be in excess of their book capital accounts (after making the adjustments, other than adjustments resulting from the allocations to be made pursuant to this Section 6.3(b)(vi), described in Section 6.3(b)(i) above) in the ratio that each such Unitholder’s excess shall bear to all such Unitholders’ excesses.

(vii)    Disposition Loss that remains after the allocation pursuant to Section 6.3(b)(vi) above shall be allocated to the Unitholders in the ratio that Unitholder’s book capital account bears to all Unitholders’ book capital accounts.

(c)    The tax allocations prescribed by this Section 6.3 shall be made to each holder of a Unit whether or not the holder is a substituted Limited Owner. For purposes of this Section 6.3, tax allocations shall be made to the Managing Owner’s Units on a Unit-equivalent basis.

(d)    The allocation of income and loss (and items thereof) for federal income tax purposes set forth in this Section 6.3 is intended to allocate taxable income and loss among Unitholders generally in the ratio and to the extent that net profit and net loss shall be allocated to such Unitholders under Section 6.2 so as to eliminate, to the extent possible, any disparity between a Unitholder’s book capital account and his tax capital account, consistent with the principles set forth in Sections 704(b) and (c)of the Code. Notwithstanding Section 6.3(b), if the allocations in Section 6.3(b)(ii) and 6.3(b)(v) fail to allocate Disposition Gain or Disposition Loss sufficient to eliminate the relevant Gain Disparity or Loss Disparity, the Managing Owner shall first allocate Disposition Gain or Disposition Loss in later periods to eliminate such Gain Disparity or Loss Disparity.

(e)    Notwithstanding this Section 6.3, if after taking into account any distributions to be made with respect to such Unit for the relevant period pursuant to Section 6.4 herein, any allocation would produce a deficit in the book capital account of a Unit, the portion of such allocation that would create such a deficit shall instead be allocated pro rata to the book capital accounts of the other Units held by the same Unitholder (subject to the same limitation) and, as to any balance, shall be allocated pro rata to the book capital accounts of all the remaining Unitholders (subject to the same limitation).

SECTION 6.4    Allocation of Distributions.    Initially, distributions shall be made by the Managing Owner, and the Managing Owner shall have sole discretion in determining the amount and frequency of distributions, other than redemptions, which the Trust shall make with respect to the Units; provided, however, that the Trust shall not make any distribution that violates the Delaware Statutory Trust Act. The aggregate distributions made in a Fiscal Year (other than distributions on termination, which shall be allocated in the manner described in Section 13.2) shall be made to the holders of record of Units in the ratio in which the number of Units held of record by each of them bears to the number of Units held of record by all of the Unitholders as of the record date of such distribution; provided, further, however, that any distribution made in respect of a Unit shall not exceed the book capital account for such Unit.

SECTION 6.5    Admissions of Unitholders; Transfers.    For purposes of this Article VI, Unitholders shall be deemed admitted, and a tax and book capital account shall be established in respect of the Units acquired by such Unitholder or in respect of additional Units acquired by an existing Unitholder, as of the Business Day falling two (2) Business Days after the date on which such Unitholder’s Subscription Agreement or Exchange Request, as the case may be, is received, provided the Managing Owner shall have been in receipt of such Subscription Agreement or Exchange Request for at least two (2) Business Days, or in which the transfer of Units to such Unitholder is recognized, except that persons accepted as subscribers to the Trust pursuant to Section 3.2 shall be deemed admitted on the date determined pursuant to such Section. Any Unitholder shall provide the Managing Owner with a Subscription Agreement or Exchange Request, as the case may be, by 4:00 PM NYT. The Managing Owner, in its sole and absolute discretion, may change such notice requirement upon written notice to the Unitholder. Any Unitholder to whom a Unit had been transferred shall succeed to the tax and book capital accounts attributable to the Unit transferred.

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SECTION 6.6    Liability for State and Local and Other Taxes.    In the event that the Trust or any Series shall be separately subject to taxation by any state or local or by any foreign taxing authority, the Trust or the Series shall be obligated to pay such taxes to such jurisdiction. In the event that the Trust or the Series shall be required to make payments to any Federal, state or local or any foreign taxing authority in respect of any Unitholder’s allocable share of Trust income, the amount of such taxes shall be considered a loan by the Trust to such Unitholder, and such Unitholder shall be liable for, and shall pay to the Trust, any taxes so required to be withheld and paid over by the Trust within ten (10) days after the Managing Owner’s request therefor. Such Unitholder shall also be liable for (and the Managing Owner shall be entitled to redeem additional Units of the foreign Unitholder as necessary to satisfy) interest on the amount of taxes paid over by the Trust to the IRS or other taxing authority, from the date of the Managing Owner’s request for payment to the date of payment or the redemption, as the case may be, at the rate of two percent (2%) over the prime rate charged from time to time by U.S. Bank National Association. The amount, if any, payable by the Trust to the Unitholder in respect of its Units so redeemed, or in respect of any other actual distribution by the Trust to such Unitholder, shall be reduced by any obligations owed to the Trust by the Unitholder, including, without limitation, the amount of any taxes required to be paid over by the Trust to the IRS or other taxing authority and interest thereon as aforesaid. Amounts, if any, deducted by the Trust from any actual distribution or redemption payment to such Unitholder shall be treated as an actual distribution to such Unitholder for all purposes of this Trust Agreement.

ARTICLE VII

REDEMPTIONS

SECTION 7.1    Redemption of Units.    The Unitholders recognize that the profitability of any Series depends upon long-term and uninterrupted investment of capital. It is agreed, therefore, that Series profits and gains may be automatically reinvested, and that distributions, if any, of profits and gains to the Unitholders will be on a limited basis. Nevertheless, the Unitholders contemplate the possibility that one or more of the Limited Owners may elect to realize and withdraw profits, or withdraw capital through the redemption of Units prior to the dissolution of a Series. In that regard and subject to the provisions of Section 4.2(h):

(a)    Subject to the conditions set forth in this Article VII, each Limited Owner (or any permitted assignee thereof) shall have the right to redeem a Limited Unit or portion thereof on the Business Day falling two (2) Business Days following the date the Managing Owner is in receipt of an acceptable form of written notice of redemption for at least one (1) Business Day (a “Redemption Date”) to be received by the Managing Owner prior to 4:00 PM NYT in order for the redemption to be effective as of the next Business Day. The Managing Owner, in its sole and absolute discretion, may change the notice requirement upon written notice to such redeeming Unitholder. Units will be redeemed on a “first in, first out” basis based on time of receipt of redemption requests at a redemption price equal to the Net Asset Value of a Series per Unit calculated as of the Valuation Point immediately preceding the applicable Redemption Date. If a Unitholder (or permitted assignee thereof) is permitted to redeem any or all of his Units as of a date other than a Redemption Date, such adjustments in the determination and allocation among the Unitholders of Disposition Gain, Disposition Loss, Profits, Losses and items of income or deduction for tax accounting purposes shall be made as are necessary or appropriate to reflect and give effect to the redemption.

(b)    The value of a Unit for purposes of redemption shall be the book capital account balance of such Unit at the Valuation Point immediately preceding the Redemption Date, less any amount owing by such Limited Owner (and his permitted assignee, if any) to the Trust pursuant to Sections 4.6(g), 5.3(h) or 6.6 of this Trust Agreement. If redemption of a Unit shall be requested by a permitted assignee, all amounts which shall be owed to the Trust under Sections 4.6(g), 5.3(h) or 6.6 hereof by the Unitholder of record, as well as all amounts which shall be owed by all permitted assignees of such Units, shall be deducted from the Net Asset Value of a Series of such Units upon redemption.

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(c)    The effective date of redemption shall be the Redemption Date, and payment of the value of the redeemed Units (except for Units redeemed as part of an Exchange as provided in Section 7.4) generally shall be made within seven (7) Business Days following the Redemption Date; provided, that all liabilities, contingent or otherwise, of the Trust or any Series in the Trust, except any liability to Unitholders on account of their Capital Contributions, have been paid or there remains property of the Series sufficient to pay them; and provided further, that under extraordinary circumstances as may be determined by the Managing Owner in its sole discretion, including, but not limited to, the inability to liquidate Commodity positions as of such Redemption Date, or default or delay in payments due the Trust from commodity brokers, banks or other Persons, or significant administrative hardship, the Trust may in turn delay payment to Limited Owners requesting redemption of Units of the proportionate part of the value of redeemed Units represented by the sums which are the subject of such default or delay, in which event payment for redemption of such Units will be made to Limited Owners as soon thereafter as is practicable. A Limited Owner may revoke his notice of intent to redeem on or prior to the Redemption Date by written instructions to the Managing Owner. If a Limited Owner revokes his notice of intent to redeem and thereafter wishes to redeem, such Limited Owner will be required to submit written notice thereof in accordance with Section 7.1(d) and will be redeemed on the first Redemption Date to occur after the Managing Owner shall have been in receipt of such written notice for at least one (1) Business Day; provided, however, that the Managing Owner must receive such written notice by 4:00 PM NYT in order for the redemption to be effective as of the next Business Day. The Managing Owner, in its sole and absolute discretion, may change such notice requirement upon written notice to such Limited Owner.

(d)    A Limited Owner (or any permitted assignee thereof) wishing to redeem Units must provide the Managing Owner with written notice of his intent to redeem, which notice shall specify the name and address of the redeeming Limited Owner and the amount of Limited Units sought to be redeemed. The notice of redemption shall be in the form annexed to the Prospectus or in any other form acceptable to the Managing Owner and shall be mailed or delivered to the principal place of business of the Managing Owner. Such notice must include representations and warranties that the redeeming Limited Owner (or any permitted assignee thereof) is the lawful and beneficial owner of the Units to be redeemed and that such Units are not subject to any pledge or otherwise encumbered in any fashion. In certain circumstances, the Trust may require additional documents, such as, but not limited to, trust instruments, death certificates, appointments as executor or administrator or certificates of corporate authority. Limited Owners requesting redemption shall be notified in writing within seven (7) Business Days following the Redemption Date whether or not their Units will be redeemed, unless payment for the redeeming Units is made within that seven (7) Business Day period, in which case the notice of acceptance of the redemption shall not be required.

(e)    The Managing Owner may suspend temporarily any redemption for up to 30 days if the effect of such redemption, either alone or in conjunction with other redemptions, would be to impair the Trust’s ability to operate in pursuit of its objectives. The Managing Owner may also suspend temporarily any redemption for up to 30 days in the event of a natural disaster, force majeur, act of war, terrorism or other event which results in the closure of financial markets. In addition, the Managing Owner may mandatorily redeem Units pursuant to Section 4.2(h).

(f)    Units that are redeemed shall be extinguished and shall not be retained or reissued by the Trust or any Series.

(g)    Except as discussed above, all requests for redemption in proper form will be honored, and the Series’ positions will be liquidated to the extent necessary to discharge its liabilities on the Redemption Date.

SECTION 7.2    Redemption by the Managing Owner.    Notwithstanding any provision in this Trust Agreement to the contrary, for so long as it shall act as the Trust’s Managing Owner, the Managing Owner shall not transfer or redeem any of its General Units to the extent that any such transfer or redemption would result in its having less than a one percent (1%) interest in the aggregate of all Series of the Trust.

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SECTION 7.3    Redemption Fee.    Limited Owners who redeem all or a portion of their Units in the  Class 1 of any Series during the first twelve (12) months following the effective date of their purchase shall be subject to a redemption fee of up to 3.0% of the Net Asset Value at which they are redeemed; provided, however, that the amount of the redemption fee shall be reduced pro rata on a daily basis by approximately 1/365^th each day following the end of the month in which the Limited Owner purchased such Units. This redemption fee will not be charged if a Limited Owner simultaneously exchanges the redeemed Units thereof for Units of aggregate equal value in another Series. Such redemption fees shall be payable to the Managing Owner.

SECTION 7.4    Exchange of Units.    Units in one Series may be exchanged, without applicability of redemption fees, for Units of equivalent value of any other Series (an “Exchange”) on any Business Day, subject to the conditions on Redemptions in this Article VII, provided, however, that Units in the Class 1 or Class 2, as applicable, of a Series may only be exchanged with Units in the Class 1 or Class 2, as applicable, of another Series; provided, however, that Units in the Class 1 or Class 2, as applicable, of any non-Graham Series may be exchanged for Units in the Class 1 or Class 2, as applicable, of the Graham Series only if such Units were acquired through a Selling Agent which acts as a selling agent for the Graham Series.

ARTICLE VIII

THE LIMITED OWNERS

SECTION 8.1    No Management or Control; Limited Liability.    The Limited Owners shall not participate in the management or control of the Trust’s business nor shall they transact any business for the Trust or any Series thereof or have the power to sign for or bind the Trust or any Series thereof, said power being vested solely and exclusively in the Managing Owner. Except as provided in Section 8.3 hereof, no Limited Owner shall be bound by, or be personally liable for, the expenses, liabilities or obligations of the Trust in excess of his Capital Contribution plus his share of the Trust Estate of any Series in which such Limited Owners owns a Unit and profits remaining in the Series, if any. Except as provided herein, each Limited Unit owned by a Limited Owner shall be fully paid and no assessment shall be made against any Limited Owner. No salary shall be paid to any Limited Owner in his capacity as a Limited Owner, nor shall any Limited Owner have a drawing account or earn interest on his contribution.

SECTION 8.2    Rights and Duties.    The Limited Owners shall have the following rights, powers, privileges, duties and liabilities:

(a)    The Limited Owners shall have the right to obtain information of all things affecting the Trust (or any Series thereof in which it holds a Unit), provided that such is for a purpose reasonably related to the Limited Owner’s interest as a beneficial owner of the Trust, including, without limitation, such reports as are set forth in Article IX and such information as is set forth in Section 4.3(l) hereof. In the event that the Managing Owner neglects or refuses to produce or mail to a Limited Owner a copy of the information set forth in Section 4.3(l) hereof, the Managing Owner shall be liable to such Limited Owner for the costs, including reasonable attorney’s fees, incurred by such Limited Owner to compel the production of such information, and for any actual damages suffered by such Limited Owner as a result of such refusal or neglect; provided, however, it shall be a defense of the Managing Owner that the actual purpose of the Limited Owner’s request for such information was not reasonably related to the Limited Owner’s interest as a beneficial owner in the Trust (e.g., to secure such information in order to sell it, or to use the same for a commercial purpose unrelated to the participation of such Limited Owner in the Trust). The foregoing rights are in addition to, and do not limit, other remedies available to Limited Owners under federal or state law.

(b)    The Limited Owners shall receive from the assets of the Series in which they hold Units, the share of the distributions provided for in this Trust Agreement in the manner and at the times provided for in this Trust Agreement.

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(c)    Except for the Limited Owners’ redemption rights set forth in Article VII hereof or upon a mandatory redemption effected by the Managing Owner pursuant to Section 4.2(h) hereof, Limited Owners shall have the right to demand the return of their capital account only upon the dissolution and winding up of the Series in which they hold Units and only to the extent of funds available therefor. In no event shall a Limited Owner be entitled to demand or receive property other than cash. Except with respect to Series, Class or Sub-Class differences, no Limited Owner shall have priority over any other Limited Owner either as to the return of capital or as to profits, losses or distributions. No Limited Owner shall have the right to bring an action for partition against the Trust.

(d)    Limited Owners holding Units representing at least a majority (over 50%) in Net Asset Value of each affected Series (not including Units held by the Managing Owner and its Affiliates, including the commodity broker) voting separately as a class may vote to (i) continue the Trust as provided in Section 13.1(b), (ii) approve the voluntary withdrawal of the Managing Owner and elect a successor Managing Owner as provided in Section 4.10, (iii) remove the Managing Owner on reasonable prior written notice to the Managing Owner, (iv) elect and appoint one or more additional Managing Owners, (v) approve a material change in the trading policies of a Series, or the brokerage fees paid by a Series, as set forth in the Prospectus, which change shall not be effective without the prior written approval of such majority, (vi) approve the termination of any agreement entered into between the Trust and the Managing Owner or any Affiliate of the Managing Owner for any reason, without penalty, (vii) approve amendments to this Trust Agreement as set forth in Section 11.1 hereof, and (viii) terminate the Series as provided in Section 13.1(g), and in the case of (iv), (v) and (vi) in each instance on sixty (60) days’ prior written notice.

Except as set forth above, the Limited Owners shall have no voting or other rights with respect to the Trust. Prior to the exercise by the Limited Owners of the rights set forth in Section 8.2(d), the Trust will, if practicable, provide the Limited Owners with an opinion of independent legal counsel in each state where the Trust may be deemed to be conducting its business with respect to whether or not such exercise would constitute such participation in the control of the Trust business as would adversely affect the Limited Owners limited liability under the laws of such state.

SECTION 8.3    Limitation on Liability.

(a)    Except as provided in Sections 4.6(g), 5.3(h) and 6.6 hereof, and as otherwise provided under Delaware law, the Limited Owners shall be entitled to the same limitation of personal liability extended to stockholders of private corporations for profit organized under the general corporation law of Delaware and no Limited Owner shall be liable for claims against, or debts of the Trust in excess of his Capital Contribution to the Trust and his share of the Trust Estate and undistributed profits, except in the event that the liability is founded upon misstatements or omissions contained in such Limited Owner’s Subscription Agreement delivered in connection with his purchase of Units. In addition, and subject to the exceptions set forth in the immediately preceding sentence, the Trust shall not make a claim against a Limited Owner with respect to amounts distributed to such Limited Owner or amounts received by such Limited Owner upon redemption unless, under Delaware law, such Limited Owner is liable to repay such amount.

(b)    The Trust shall indemnify, on a pro rata basis among Series, to the full extent permitted by law and the other provisions of this Agreement, and to the extent of the Trust Estate, each Limited Owner (excluding the Managing Owner to the extent of its ownership of any Limited Units) against any claims of liability asserted against such Limited Owner solely because he is a beneficial owner of one or more Series’ Units (other than for taxes for which such Limited Owner is liable under Section 6.6 hereof).

(c)    Every written note, bond, contract, instrument, certificate or undertaking made or issued by the Managing Owner shall give notice to the effect that the same was executed or made by or on behalf of the Trust and that the obligations of such instrument are not binding upon the Limited Owners individually but are binding only upon the assets and property of the Trust, and no resort shall be had to the Limited Owners’ personal

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property for satisfaction of any obligation or claim thereunder, and appropriate references may be made to this Trust Agreement and may contain any further recital which the Managing Owner deems appropriate, but the omission thereof shall not operate to bind the Limited Owners individually or otherwise invalidate any such note, bond, contract, instrument, certificate or undertaking. Nothing contained in this Section 8.3 shall diminish the limitation on the liability of each Series to the extent set forth in Section 3.6 and 3.7 hereof.

ARTICLE IX

BOOKS OF ACCOUNT AND REPORTS

SECTION 9.1    Books of Account.    Proper books of account for the Trust and each Series shall be kept and shall be audited annually by an independent certified public accounting firm selected by the Managing Owner in its sole discretion, and there shall be entered therein all transactions, matters and things relating to the Trust’s business as are required by the CE Act and regulations promulgated thereunder, and all other applicable rules and regulations, and as are usually entered into books of account kept by Persons engaged in a business of like character. The books of account shall be kept at the principal office of the Trust and each Limited Owner (or any duly constituted designee of a Limited Owner) shall have, at all times during normal business hours, free access to and the right to inspect and copy the same for any purpose reasonably related to the Limited Owner’s interest as a beneficial owner of any Series, including such access as is required under CFTC rules and regulations. Such books of account shall be kept, and the Trust shall report its Profits and Losses on, the accrual method of accounting for financial accounting purposes on a Fiscal Year basis as described in Article X.

SECTION 9.2    Annual Reports and Monthly Statements.    Each Limited Owner shall be furnished as of the end of each month and as of the end of each Fiscal Year with (a) such reports (in such detail) as are required to be given to Limited Owners by the CFTC and the NFA, (b) any other reports (in such detail) required by any other governmental authority which has jurisdiction over the activities of the Trust and (c) any other reports or information which the Managing Owner, in its discretion, determines to be necessary or appropriate.

SECTION 9.3    Tax Information.    Appropriate tax information (adequate to enable each Limited Owner to complete and file his federal tax return) shall be delivered to each Limited Owner as soon as practicable following the end of each Fiscal Year but generally no later than March 15.

SECTION 9.4    Calculation of Net Asset Value of a Series.    Net Asset Value of a Series will be estimated as required. Upon request, on any Business Day, the Managing Owner shall make available to any Limited Owner the estimated Net Asset Value of a Series per Unit. Each Limited Owner shall be notified of any decline in the estimated Net Asset Value of a Series per Unit to less than 50% of the Net Asset Value of a Series per Unit as of the preceding Valuation Point within seven (7) Business Days of such occurrence. Included in such notification shall be a description of the Limited Owners’ voting rights as set forth in Section 8.2 hereof.

SECTION 9.5    Other Reports.    The Managing Owner shall send such other reports and information, if any, to the Limited Owners as it may deem necessary or appropriate. Each Limited Owner shall be notified of (a) any material change in the terms of the Advisory Agreement, including any change in the Trading Advisor or any modification in connection with the method of calculating the incentive fee; (b) any change of Trustee; (c) any other material change affecting the compensation of any party within seven (7) Business Days of such occurrence; and (d) a description of any material effect on the Units such changes may have. Included in such notification shall be a description of the Limited Owners’ voting rights as set forth in Section 8.2 hereof and redemption rights as set forth in Section 7.1 hereof. In addition, the Managing Owner shall submit to the Securities Administrator of any State having jurisdiction over the Trust any information required to be filed with such Administrator, including, but not limited to, reports and statements required to be distributed to the Limited Owners.

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SECTION 9.6    Maintenance of Records.    The Managing Owner shall maintain (a) for a period of at least eight (8) Fiscal Years all books of account required by Section 9.1 hereof; a list of the names and last known address of, and number of Units owned by, all Unitholders, a copy of the Certificate of Trust and all certificates of amendment thereto, together with executed copies of any powers of attorney pursuant to which any certificate has been executed; copies of the Series’ federal, state and local income tax returns and reports, if any; and a record of the information obtained to indicate that a Limited Owner meets the investor suitability standards set forth in the Prospectus, and (b) for a period of at least six (6) Fiscal Years copies of any effective written trust agreements, subscription agreements and any financial statements of the Trust.

SECTION 9.7    Certificate of Trust.    Except as otherwise provided in the Delaware Statutory Trust Act or this Trust Agreement, the Managing Owner shall not be required to mail a copy of any Certificate of Trust filed with the Secretary of State of the State of Delaware to each Limited Owner; however, such certificates shall be maintained at the principal office of the Trust and shall be available for inspection and copying by the Limited Owners in accordance with this Trust Agreement. The Certificate of Trust shall not be amended in any respect if the effect of such amendment is to diminish the limitation on interseries liability under Section 3804 of the Delaware Statutory Trust Act.

SECTION 9.8    Registration of Units.    Subject to Section 4.3(l) hereof, the Managing Owner shall keep, at the Trust’s principal place of business, a Unit Register in which, subject to such reasonable regulations as it may provide, it shall provide for the registration of Units and of transfers of Units. Subject to the provisions of Article V, the Managing Owner may treat the Person in whose name any Unit shall be registered in the Unit Register as the Unitholder of such Unit for the purpose of receiving distributions pursuant to Article VI and for all other purposes whatsoever.

ARTICLE X

FISCAL YEAR

SECTION 10.1    Fiscal Year.    The fiscal year of the Trust (“Fiscal Year”) shall begin on the 1st day of January and end on the 31st day of December of each year. The first Fiscal Year shall commence on August 8, 2003 and end on the 31st day of December, 2003.

ARTICLE XI

AMENDMENT OF TRUST AGREEMENT; MEETINGS

SECTION 11.1    Amendments to the Trust Agreement.

(a)    Amendments to this Trust Agreement may be proposed by the Managing Owner or by Limited Owners holding Units equal to at least ten percent (10%) of the Net Asset Value of each Series of the Trust, unless the proposed amendment affects only certain Series, in which case such amendment may be proposed by Limited Owners holding Units equal to at least ten percent (10%) of Net Asset Value of a Series of each affected Series. Following such proposal, the Managing Owner shall submit to the Limited Owners of each affected Series a verbatim statement of any proposed amendment, and statements concerning the legality of such amendment and the effect of such amendment on the limited liability of the Limited Owners. The Managing Owner shall include in any such submission its recommendations as to the proposed amendment. The amendment shall become effective only upon the written approval or affirmative vote of Limited Owners holding Units equal to at least a majority (over 50%) of the Net Asset Value of a Series (excluding Units held by the Managing Owner and its Affiliates) of the Trust or, if the proposed amendment affects only certain Series, of each affected Series, or such higher percentage as may be required by applicable law, and upon receipt of an

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opinion of independent legal counsel as set forth in Section 8.2 hereof and to the effect that the amendment is legal, valid and binding and will not adversely affect the limitations on liability of the Limited Owners as described in Section 8.3 of this Trust Agreement. Notwithstanding the foregoing, where any action taken or authorized pursuant to any provision of this Trust Agreement requires the approval or affirmative vote of Limited Owners holding a greater interest in Limited Units than is required to amend this Trust Agreement under this Section 11.1, and/or the approval or affirmative vote of the Managing Owners, an amendment to such provision(s) shall be effective only upon the written approval or affirmative vote of the minimum number of Unitholders which would be required to take or authorize such action, or as may otherwise be required by applicable law, and upon receipt of an opinion of independent legal counsel as set forth above in this Section 11.1. In addition, except as otherwise provided below, reduction of the capital account of any assignee or modification of the percentage of Profits, Losses or distributions to which an assignee is entitled hereunder shall not be affected by amendment to this Trust Agreement without such assignee’s approval.

(b)    Notwithstanding any provision to the contrary contained in Section 11.1(a) hereof, the Managing Owner may, without the approval of the Limited Owners, make such amendments to this Trust Agreement which (i) are necessary to add to the representations, duties or obligations of the Managing Owner or surrender any right or power granted to the Managing Owner herein, for the benefit of the Limited Owners, (ii) are necessary to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein or in the Prospectus, or to make any other provisions with respect to matters or questions arising under this Trust Agreement or the Prospectus which will not be inconsistent with the provisions of the Trust Agreement or the Prospectus, or (iii) the Managing Owner deems advisable, provided, however, that no amendment shall be adopted pursuant to this clause (iii) unless the adoption thereof (A) is not adverse to the interests of the Limited Owners; (B) is consistent with Section 4.1 hereof; (C) except as otherwise provided in Section 11.1(c) below, does not affect the allocation of Profits and Losses among the Limited Owners or between the Limited Owners and the Managing Owner; and (D) does not adversely affect the limitations on liability of the Limited Owners, as described in Article VIII hereof or the status of the each Series as a partnership for federal income tax purposes.

(c)    Notwithstanding any provision to the contrary contained in Sections 11.1(a) and (b) hereof, the Managing Owner may, without the approval of the Limited Owners, amend the provisions of Article VI of this Trust Agreement relating to the allocations of Profits, Losses, Disposition Gain, Disposition Loss and distributions among the Unitholders if the Trust is advised at any time by the Trust’s accountants or legal counsel that the allocations provided in Article VI of this Trust Agreement are unlikely to be respected for federal income tax purposes, either because of the promulgation of new or revised Treasury Regulations under Section 704 of the Code or other developments in the law. The Managing Owner is empowered to amend such provisions to the minimum extent necessary in accordance with the advice of the accountants and counsel to effect the allocations and distributions provided in this Trust Agreement. New allocations made by the Managing Owner in reliance upon the advice of the accountants or counsel described above shall be deemed to be made pursuant to the obligation of the Managing Owner to the Trust and the Limited Owners, and no such new allocation shall give rise to any claim or cause of action by any Limited Owner.

(d)    Upon amendment of this Trust Agreement, the Certificate of Trust shall also be amended, if required by the Delaware Statutory Trust Act, to reflect such change.

(e)    No amendment shall be made to this Trust Agreement without the consent of the Trustee if such amendment adversely affects any of the rights, duties or liabilities of the Trustee; provided, however, that the Trustee may not withhold its consent for any action which the Limited Owners are permitted to take under Section 8.2(d) above. The Trustee shall execute and file any amendment to the Certificate of Trust if so directed by the Managing Owner or if such amendment is required in the opinion of the Trustee.

(f)    No provision of this Agreement may be amended, waived or otherwise modified orally but only by a written instrument adopted in accordance with this Section.

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SECTION 11.2    Meetings of the Trust.    Meetings of the Unitholders of the Trust or any Series thereof may be called by the Managing Owner and will be called by it upon the written request of Limited Owners holding Units equal to at least ten percent (10%) of the Net Asset Value of a Series of the Trust or any Series thereof. Such call for a meeting shall be deemed to have been made upon the receipt by the Managing Owner of a written request from the requisite percentage of Limited Owners. The Managing Owner shall deposit in the United States mails, within fifteen (15) days after receipt of said request, written notice to all Unitholders of the Trust or any Series thereof of the meeting and the purpose of the meeting, which shall be held on a date, not less than thirty (30) nor more than sixty (60) days after the date of mailing of said notice, at a reasonable time and place. Any notice of meeting shall be accompanied by a description of the action to be taken at the meeting and an opinion of independent counsel as to the effect of such proposed action on the liability of Limited Owners for the debts of the Trust. Unitholders may vote in person or by proxy at any such meeting.

SECTION 11.3    Action Without a Meeting.    Any action required or permitted to be taken by Unitholders by vote may be taken without a meeting by written consent setting forth the actions so taken. Such written consents shall be treated for all purposes as votes at a meeting. If the vote or consent of any Unitholder to any action of the Trust or any Unitholder, as contemplated by this Agreement, is solicited by the Managing Owner, the solicitation shall be effected by notice to each Unitholder given in the manner provided in Section 15.4. The vote or consent of each Unitholder so solicited shall be deemed conclusively to have been cast or granted as requested in the notice of solicitation, whether or not the notice of solicitation is actually received by that Unitholder, unless the Unitholder expresses written objection to the vote or consent by notice given in the manner provided in Section 15.4 below and actually received by the Trust within 20 days after the notice of solicitation is effected. The Managing Owner and all persons dealing with the Trust shall be entitled to act in reliance on any vote or consent which is deemed cast or granted pursuant to this Section and shall be fully indemnified by the Trust in so doing. Any action taken or omitted in reliance on any such deemed vote or consent of one or more Unitholders shall not be void or voidable by reason of timely communication made by or on behalf of all or any of such Unitholders in any manner other than as expressly provided in Section 15.4.

ARTICLE XII

TERM

SECTION 12.1    Term.    The term for which the Trust and each Series is to exist shall commence on the date of the filing of the Certificate of Trust, and shall expire on December 31, 2053, unless sooner terminated pursuant to the provisions of Article XIII hereof or as otherwise provided by law.

ARTICLE XIII

TERMINATION

SECTION 13.1    Events Requiring Dissolution of the Trust or any Series.    The Trust or, as the case may be, any Series thereof shall dissolve at any time upon the happening of any of the following events:

(a)    The expiration of the Trust term as provided in Article XII hereof.

(b)    The filing of a certificate of dissolution or revocation of the Managing Owner’s charter (and the expiration of ninety (90) days after the date of notice to the Managing Owner of revocation without a reinstatement of its charter) or upon the withdrawal, removal, adjudication or admission of bankruptcy or insolvency of the Managing Owner (each of the foregoing events an “Event of Withdrawal”) unless (i) at the time there is at least one remaining Managing Owner and that remaining Managing Owner carries on the business of the Trust or (ii) within ninety (90) days of such Event of Withdrawal all the remaining Unitholders

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agree in writing to continue the business of the Trust and to select, effective as of the date of such event, one or more successor Managing Owners. If the Trust is terminated as the result of an Event of Withdrawal and a failure of all remaining Unitholders to continue the business of the Trust and to appoint a successor Managing Owner as provided in clause (b)(ii) above, within one hundred twenty (120) days of such Event of Withdrawal, Limited Owners holding Units representing at least a majority (over 50%) of the Net Asset Value of each Series (not including Units held by the Managing Owner and its Affiliates) may elect to continue the business of the Trust thereof by forming a new statutory trust (the “Reconstituted Trust”) on the same terms and provisions as set forth in this Trust Agreement (whereupon the parties hereto shall execute and deliver any documents or instruments as may be necessary to reform the Trust). Any such election must also provide for the election of a Managing Owner to the Reconstituted Trust. If such an election is made, all Limited Owners of the Trust shall be bound thereby and continue as Limited Owners of the Reconstituted Trust.

(c)    The occurrence of any event which would make unlawful the continued existence of the Trust or any Series thereof, as the case may be.

(d)    With respect to the Trust, the failure to sell the Subscription Minimums of all Series or, with respect to a Series, the failure to sell the Subscription Minimum during the Initial Offering Period.

(e)    In the event of the suspension, revocation or termination of the Managing Owner’s registration as a commodity pool operator under the CE Act, or membership as a commodity pool operator with the NFA unless at the time there is at least one remaining Managing Owner whose registration or membership has not been suspended, revoked or terminated.

(f)    The Trust or, as the case may be, any Series becomes insolvent or bankrupt.

(g)    The Limited Owners holding Units representing at least a majority (over 50%) of the Net Asset Value of a Series (which excludes the Units of the Managing Owner) vote to dissolve the Series, notice of which is sent to the Managing Owner not less than ninety (90) Business Days prior to the effective date of such Series’ termination.

(h)    The Limited Owners of each Series holding Units representing at least a majority (over 50%) of the Net Asset Value of the Series (which excludes the Units of the Managing Owner) vote to dissolve the Trust, notice of which is sent to the Managing Owner not less than ninety (90) Business Days prior to the effective date of such terminations.

(i)    The decline of the Net Asset Value of a Series of the Trust Estate by fifty percent (50%) from the Net Asset Value of a Series of the Trust Estate (i) at the commencement of the Series’ trading activities or (ii) on the first day of a fiscal year, in each case after appropriate adjustment for distributions, additional capital contributions and redemptions.

(j)    The determination of the Managing Owner that the Series’ aggregate net assets in relation to the operating expenses of the Series make it unreasonable or imprudent to continue the business of the Series.

The death, legal disability, bankruptcy, insolvency, dissolution, or withdrawal of any Limited Owner (as long as such Limited Owner is not the sole Limited Owner of the Trust) shall not result in the termination of the Trust or any Series thereof, and such Limited Owner, his estate, custodian or personal representative shall have no right to withdraw or value such Limited Owner’s Units except as provided in Section 7.1 hereof. Each Limited Owner (and any assignee thereof) expressly agrees that in the event of his death, he waives on behalf of himself and his estate, and he directs the legal representative of his estate and any person interested therein to waive the furnishing of any inventory, accounting or appraisal of the assets of the Series in which they own a Unit and any right to an audit or examination of the books of the Series in which they own a Unit, except for such rights as are set forth in Article IX hereof relating to the Books of Account and reports of the Series.

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SECTION 13.2    Distributions on Dissolution.    Upon the dissolution of the Trust or any Series, the Managing Owner (or in the event there is no Managing Owner, such person (the “Liquidating Trustee”) as the majority in interest of the Limited Owners may propose and approve) shall take full charge of the Trust’s or Series’ assets and liabilities. Any Liquidating Trustee so appointed shall have and may exercise, without further authorization or approval of any of the parties hereto, all of the powers conferred upon the Managing Owner under the terms of this Trust Agreement, subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, and provided that the Liquidating Trustee shall not have general liability for the acts, omissions, obligations and expenses of the Trust. Thereafter, the business and affairs of the Trust or Series shall be wound up and all assets shall be liquidated as promptly as is consistent with obtaining the fair value thereof, and the proceeds therefrom shall be applied and distributed in the following order of priority: (a) to the expenses of liquidation and termination and to creditors, including Unitholders who are creditors, to the extent otherwise permitted by law, in satisfaction of liabilities of the Trust or Series of the Trust (whether by payment or the making of reasonable provision for payment thereof) other than liabilities for distributions to Unitholders, and (b) to the Managing Owner and each Limited Owner pro rata in accordance with his positive book capital account balance, less any amount owing by such Unitholder to the Trust or Series, after giving effect to all adjustments made pursuant to Article VI and all distributions theretofore made to the Unitholders pursuant to Article VI. After the distribution of all remaining assets of the Trust or Series, the Managing Owner will contribute to the Trust or Series an amount equal to the lesser of (i) the deficit balance, if any, in its book capital account, and (ii) the excess of 1.01% of the total Capital Contributions of the Limited Owners over the capital previously contributed by the Managing Owner. Any Capital Contributions made by the Managing Owner pursuant to this Section shall be applied first to satisfy any amounts then owed by the Trust or Series to its creditors, and the balance, if any, shall be distributed to those Unitholders in the Trust or Series whose book capital account balances (immediately following the distribution of any liquidation proceeds) were positive, in proportion to their respective positive book capital account balances.

SECTION 13.3    Termination; Certificate of Cancellation.    Following the dissolution and distribution of the assets of all Series of the Trust, the Trust shall terminate and Managing Owner or Liquidating Trustee, as the case may be, shall execute and cause such certificate of cancellation of the Certificate of Trust to be filed in accordance with the Delaware Statutory Trust Act. Notwithstanding anything to the contrary contained in this Trust Agreement, the existence of the Trust as a separate legal entity shall continue until the filing of such certificate of cancellation.

ARTICLE XIV

POWER OF ATTORNEY

SECTION 14.1    Power of Attorney Executed Concurrently.    Concurrently with the written acceptance and adoption of the provisions of this Trust Agreement, each Limited Owner shall execute and deliver to the Managing Owner a Power of Attorney as part of the Subscription Agreement, or in such other form as may be prescribed by the Managing Owner. Each Limited Owner, by its execution and delivery hereof, irrevocably constitutes and appoints the Managing Owner and its officers and directors, with full power of substitution, as the true and lawful attorney-in-fact and agent for such Limited Owner with full power and authority to act in his name and on his behalf in the execution, acknowledgment, filing and publishing of Trust documents, including, but not limited to, the following:

(a)    Any certificates and other instruments, including but not limited to, any applications for authority to do business and amendments thereto, which the Managing Owner deems appropriate to qualify or continue the Trust as a statutory trust in the jurisdictions in which the Trust may conduct business, so long as such qualifications and continuations are in accordance with the terms of this Trust Agreement or any amendment hereto, or which may be required to be filed by the Trust or the Unitholders under the laws of any jurisdiction;

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(b)    Any instrument which may be required to be filed by the Trust under the laws of any state or by any governmental agency, or which the Managing Owner deems advisable to file; and

(c)    This Trust Agreement and any documents which may be required to effect an amendment to this Trust Agreement approved under the terms of the Trust Agreement, and the continuation of the Trust, the admission of the signer of the Power of Attorney as a Limited Owner or of others as additional or substituted Limited Owners, or the termination of the Trust, provided such continuation, admission or termination is in accordance with the terms of this Trust Agreement.

SECTION 14.2    Effect of Power of Attorney.    The Power of Attorney concurrently granted by each Limited Owner to the Managing Owner:

(a)    Is a special, irrevocable Power of Attorney coupled with an interest, and shall survive and not be affected by the death, disability, dissolution, liquidation, termination or incapacity of the Limited Owner;

(b)    May be exercised by the Managing Owner for each Limited Owner by a facsimile signature of one of its officers or by a single signature of one of its officers acting as attorney-in-fact for all of them; and

(c)    Shall survive the delivery of an assignment by a Limited Owner of the whole or any portion of his Limited Units; except that where the assignee thereof has been approved by the Managing Owner for admission to the Trust as a substituted Limited Owner, the Power of Attorney of the assignor shall survive the delivery of such assignment for the sole purpose of enabling the Managing Owner to execute, acknowledge and file any instrument necessary to effect such substitution. Each Limited Owner agrees to be bound by any representations made by the Managing Owner and by any successor thereto, determined to be acting in good faith pursuant to such Power of Attorney and not constituting negligence or misconduct.

SECTION 14.3    Limitation on Power of Attorney.    The Power of Attorney concurrently granted by each Limited Owner to the Managing Owner shall not authorize the Managing Owner to act on behalf of Limited Owners in any situation in which this Trust Agreement requires the approval of Limited Owners unless such approval has been obtained as required by this Trust Agreement. In the event of any conflict between this Trust Agreement and any instruments filed by the Managing Owner or any new Managing Owner pursuant to this Power of Attorney, this Trust Agreement shall control.

ARTICLE XV

MISCELLANEOUS

SECTION 15.1    Governing Law.    The validity and construction of this Trust Agreement and all amendments hereto shall be governed by the laws of the State of Delaware, and the rights of all parties hereto and the effect of every provision hereof shall be subject to and construed according to the laws of the State of Delaware without regard to the conflict of laws provisions thereof; provided, however, that causes of action for violations of federal or state securities laws shall not be governed by this Section 15.1, and provided, further, that the parties hereto intend that the provisions hereof shall control over any contrary or limiting statutory or common law of the State of Delaware (other than the Delaware Statutory Trust Act) and that, to the maximum extent permitted by applicable law, there shall not be applicable to the Trust, the Trustee, the Managing Owner, the Unitholders or this Trust Agreement any provision of the laws (statutory or common) of the State of Delaware (other than the Delaware Statutory Trust Act) pertaining to trusts which relate to or regulate in a manner inconsistent with the terms hereof: (a) the filing with any court or governmental body or agency of trustee accounts or schedules of trustee fees and charges, (b) affirmative requirements to post bonds for trustees, officers, agents, or employees of a trust, (c) the necessity for obtaining court or other governmental approval concerning the acquisition, holding or disposition of real or personal property, (d) fees or other sums payable to

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trustees, officers, agents or employees of a trust, (e) the allocation of receipts and expenditures to income or principal, (f) restrictions or limitations on the permissible nature, amount or concentration of trust investments or requirements relating to the titling, storage or other manner of holding of trust assets, or (g) the establishment of fiduciary or other standards or responsibilities or limitations on the acts or powers of trustees or managers that are inconsistent with the limitations on liability or authorities and powers of the Trustee or the Managing Owner set forth or referenced in this Trust Agreement. Section 3540 of Title 12 of the Delaware Code shall not apply to the Trust. The Trust shall be of the type commonly called a “statutory trust,” and without limiting the provisions hereof, the Trust may exercise all powers that are ordinarily exercised by such a trust under Delaware law. The Trust specifically reserves the right to exercise any of the powers or privileges afforded to statutory trusts and the absence of a specific reference herein to any such power, privilege or action shall not imply that the Trust may not exercise such power or privilege or take such actions.

SECTION 15.2    Provisions In Conflict With Law or Regulations.

(a)    The provisions of this Trust Agreement are severable, and if the Managing Owner shall determine, with the advice of counsel, that any one or more of such provisions (the “Conflicting Provisions”) are in conflict with the Code, the Delaware Statutory Trust Act or other applicable federal or state laws, the Conflicting Provisions shall be deemed never to have constituted a part of this Trust Agreement, even without any amendment of this Trust Agreement pursuant to this Trust Agreement; provided, however, that such determination by the Managing Owner shall not affect or impair any of the remaining provisions of this Trust Agreement or render invalid or improper any action taken or omitted prior to such determination. No Managing Owner or Trustee shall be liable for making or failing to make such a determination.

(b)    If any provision of this Trust Agreement shall be held invalid or unenforceable in any jurisdiction, such holding shall not in any manner affect or render invalid or unenforceable such provision in any other jurisdiction or any other provision of this Trust Agreement in any jurisdiction.

SECTION 15.3    Construction.    In this Trust Agreement, unless the context otherwise requires, words used in the singular or in the plural include both the plural and singular and words denoting any gender include all genders. The title and headings of different parts are inserted for convenience and shall not affect the meaning, construction or effect of this Trust Agreement.

SECTION 15.4    Notices.    All notices or communications under this Trust Agreement (other than requests for redemption of Units, notices of assignment, transfer, pledge or encumbrance of Units, and reports and notices by the Managing Owner to the Limited Owners) shall be in writing and shall be effective upon personal delivery, or if sent by mail, postage prepaid, or if sent electronically, by facsimile or by overnight courier; and addressed, in each such case, to the address set forth in the books and records of the Trust or such other address as may be specified in writing, of the party to whom such notice is to be given, upon the deposit of such notice in the United States mail, upon transmission and electronic confirmation thereof or upon deposit with a representative of an overnight courier, as the case may be. Requests for redemption, notices of assignment, transfer, pledge or encumbrance of Units shall be effective upon timely receipt by the Managing Owner in writing.

SECTION 15.5    Counterparts.    This Trust Agreement may be executed in several counterparts, and all so executed shall constitute one agreement, binding on all of the parties hereto, notwithstanding that all the parties are not signatory to the original or the same counterpart.

SECTION 15.6    Binding Nature of Trust Agreement.    The terms and provisions of this Trust Agreement shall be binding upon and inure to the benefit of the heirs, custodians, executors, estates, administrators, personal representatives, successors and permitted assigns of the respective Unitholders. For purposes of determining the rights of any Unitholder or assignee hereunder, the Trust and the Managing Owner may rely upon the Trust records as to who are Unitholders and permitted assignees, and all Unitholders and assignees agree that the Trust and the Managing Owner, in determining such rights, shall rely on such records and that Limited Owners and assignees shall be bound by such determination.

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SECTION 15.7    No Legal Title to Trust Estate.    The Unitholders shall not have legal title to any part of the Trust Estate.

SECTION 15.8    Creditors.    No creditors of any Unitholders shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to the Trust Estate.

SECTION 15.9    Integration.    This Trust Agreement constitutes the entire agreement among the parties hereto pertaining to the subject matter hereof and supersedes all prior agreements and understandings pertaining thereto.

IN WITNESS WHEREOF, the undersigned have duly executed this Declaration of Trust and Trust Agreement as of the day and year first above written.

WILMINGTON TRUST COMPANY,

as Trustee

By:

Name:

Title:

EQUINOX FUND MANAGEMENT, LLC,

as Managing Owner

By:

Name:

Title:

All Limited Owners now and hereafter admitted as Limited Owners of the Trust, pursuant to powers of attorney now and hereafter executed in favor of, and granted and delivered to, the Managing Owner

By:
	Attorney-in fact

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EXHIBIT A-1

CERTIFICATE OF TRUST

OF

THE FRONTIER FUND

This Certificate of Trust is filed in accordance with the provisions of the Delaware Statutory Trust Act (12 Del. C. Section 3801 et seq.) and sets forth the following:

FIRST:  The name of the trust is The Frontier Fund (the “Trust”).

SECOND:  The name and the business address of the Delaware trustee is Wilmington Trust Company, 1100 N. Market Street, Rodney Square North, Wilmington, Delaware 19805.

THIRD:  Pursuant to Section 3806(b)(2) of the Delaware Statutory Trust Act, the Trust shall issue one or more series of beneficial interests having the rights, powers and duties as set forth in the Declaration of Trust and Trust Agreement of the Trust dated August 8, 2003`, as the same may be amended from time to time (each a “Series”).

FOURTH:  Notice of Limitation of Liability of each Series: Pursuant to Section 3804 of the Delaware Statutory Trust Act, there shall be a limitation on liability of each particular Series such that the debts, liabilities, claims, obligations and expenses incurred, contracted for or otherwise existing with respect to, in connection with or arising under a particular Series shall be enforceable against the assets of that Series only, and not against the assets of the Trust generally or the assets of any other Series.

WILMINGTON TRUST COMPANY, Trustee

By

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EXHIBIT B

THE FRONTIER FUND

SUBSCRIPTION INFORMATION

All capitalized and other defined terms used herein and not expressly defined herein shall have the same respective meaning as are assigned such terms in the final prospectus and disclosure document of The Frontier Fund (the “Trust”) and each Series thereof, as the same may at any time and from time to time be amended or supplemented (the “Prospectus”).

1. REPRESENTATIONS AND WARRANTIES

I (we) hereby represent and warrant to the Managing Owner and the Trust as follows:

(1) I (we) satisfy one of the following financial standards outlined below for subscription in the Trust. I (we) am (are) not acting on behalf of an Employee Benefit Plan and I (we) have either (A) a net worth (exclusive of home, home furnishings, and automobiles) of at least $150,000 or (B) a net worth (similarly calculated) of at least $45,000 and an annual gross income of at least $45,000 and not more than 10% of my net worth is invested in the Trust. If I (we) am (are) acting on behalf of an IRA or a Keogh Plan which covers no common law employees, each Participant meets and, if I (we) am (are) a participant in a Plan, it meets the net worth and gross income requirement in (A) or (B) above and its investment in the Trust does not exceed 10% of the assets of the IRA or Keogh Plan at the time of investment. If I (we) am (are) acting on behalf of an Employee Benefit Plan (other than an IRA or a Keogh Plan which covers no common law employees), the assets of the Plan are at least $150,000 and its investment in the Trust does not exceed 10% of the assets of the Plan at the time of investment. If I (we) am (are) a resident(s) of one of those states listed under “State Suitability Requirements”, I (we) meet the more restrictive suitability requirements imposed by the State in which I (we) reside and not more than 10% of my net worth is invested in the Trust.

(2) The address set forth on the signature page of this Subscription Agreement is my (our) true and correct address and I (we) have no present intention of becoming a resident of any other state or country. The information provided under that caption is true, correct, and complete as of the date of this Subscription Agreement and if there should be any material change in such information prior to my (our) admission to the Trust as a Limited Owner, I (we) will immediately furnish such revised or corrected information to the Managing Owner. I (we) will furnish the Managing Owner with such other documents as it may request to evaluate this subscription.

(3) If I (we) am (are) an individual(s), I (we) am (are) over 21 years old and am (are) legally competent and am (are) permitted by applicable law to execute and deliver this Subscription Agreement.

(4) If I (we) am (are) a trust or custodian under an Employee Benefit Plan (or otherwise is an entity which holds plan assets), none of the Trustee, Managing Owner, the Trading Advisors, any Selling Agent, or Clearing Broker, or any of their affiliates either: (i) has investment discretion with respect to the investment of the assets of such entity being used to purchase Units; (ii) has authority or responsibility to give or regularly gives investment advice with respect to such assets for a fee and pursuant to an agreement or understanding that such advice will serve as a primary basis for investment decisions with respect to such assets and that such advice will be based on the particular investment needs of the trust or custodian; or (iii) is an employer maintaining or contributing to the trust.

(5) To my (our) best knowledge, I (we) am (are) independent of the Trust and any of the parties identified in paragraph 4(a) above and the decision to invest in the Units was made entirely independently of such parties, and was not part of a coordinated or joint investment effort with one or more other investors.

(6) I (we) have received a Prospectus of each Series which constitutes its Commodity Futures Trading Commission (“CFTC”) Disclosure Document.

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(7) I (we) am (are) purchasing the Units for our own account.

(8) If trading for the applicable Series has commenced, I (we) have received a copy of its most recent monthly report as required by the CFTC.

(9) I (we) acknowledge that as a holder or holders of any interests in, or claims of any kind against, any Series, I (we) will seek to recover any debts, liabilities, obligations and expenses incurred or otherwise existing with respect to that Series solely from, or to assert such claims solely against, (i) the assets of that Series (and not the assets of any other Series or the Trust generally) or (ii) the Managing Owner.

(10) I (we) represent that all of the information which I (we) has (have) provided to the Trust in connection with this Subscription Agreement and Power of Attorney is true and correct.

(11) I (we) agree to provide any information deemed necessary by the Trust to comply with its anti-money laundering program and related responsibilities from time to time.

(12) I (we) represent that I (we) and each beneficial owner of the me (us), am (are) (i) not an individual, entity or organization identified on any U.S. Office of Foreign Assets Control “watch list” and do not have any affiliation of any kind with such an individual, entity or organization; (ii) not a foreign shell bank; and (iii) not a person or entity resident in or whose subscription funds are transferred from or through a jurisdiction identified as non-cooperative by the U.S. Financial Action Task Force.

(13) I (we) represent that I (we) am (are) not, and no beneficial owner of me (us) is, a senior foreign political figure,¹ an immediate family member of a senior foreign political figure² or a close associate of a senior foreign political figure.³

(14) I (we) represent that the funds to be invested in the Trust were not derived from activities that may contravene U.S. or non-U.S. anti-money laundering laws or regulations.

(15) I (we) is acquiring the Units for which I (we) has (have) subscribed for my (our) own account, as principal, for investment and not with a view to the resale or distribution of all or a portion of such Units or, if I (we) is (are) an intermediary subscribing for Units as a record owner on behalf of one or more investors or beneficial owners (“Owners”), I (we) agree that the representations made in items (10)–(14) herein are made by me (us) on behalf of and with respect to both me (us) and all such Owners.

(16) I (we) acknowledge that, if, following my (our) investment in the Trust, the Trust or the Managing Owner reasonably believes that I (we) am (are) a Prohibited Investor or have otherwise breached my (our) representations and covenants hereunder, the Trust may be obligated to freeze my (our) investment, either by prohibiting additional investments, declining any redemption requests and/or segregating the assets constituting the investment in accordance with applicable regulations, or my (our) investment may immediately be redeemed by the Trust, and I (we) shall have no claim against the Trust or the Managing Owner for any form of damages as a result of any of the aforementioned actions.

(17) I (we) acknowledge and agree that any redemption proceeds paid to me (us) will be paid to the same account from which my (our) investment in the Trust was originally remitted, unless the Trust agrees otherwise.

(18) At least five (5) Business Days prior to the date of my (our) subscription, I (we) have received a copy of the Prospectus of the Frontier Fund, including the accompanying appendices dated January 30, 2004 (the “Prospectus”), and the Prospectus’ supplement, if any, accompanying the Prospectus.

¹ A “senior foreign political figure” is defined as a official in the executive, legislative, administrative, military or judicial branches of a foreign government (whether elected or not), a senior official of a major foreign political party, or a senior executive of a foreign government-owned corporation. In addition, a “senior foreign political figure” includes any corporation, business or other entity that has been formed by, or for the benefit of, a senior foreign political figure.

² “Immediate family” of a senior foreign political figure typically includes the figure’s parents, siblings, spouse, children and in-laws.

³ A “close associate” of a senior foreign political figure is a person who is widely and publicly known to maintain an unusually close relationship with the senior foreign political figure, and includes a person who is in a position to conduct substantial domestic and international financial transactions on behalf of the senior foreign political figure.

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By making these representations and warranties, Subscribers are not waiving any rights of action which they may have under applicable federal or state securities laws. Federal securities law provides that any such waiver would be unenforceable. Subscribers should be aware, however, that the representations and warranties set forth herein may be asserted in the defense of the Trust or others in any subsequent litigation or other proceeding.

2. CONSENT TO ELECTRONIC DELIVERY OF REPORTS

If you have checked the box under Item 12 of the preceding signature page, you are consenting to the delivery of periodic reports by the Trust to you electronically. These reports include:

• annual reports that contain audited financial statements; and

• monthly reports containing unaudited condensed financial statements.

You agree to download these reports from our website once you have notified by e-mail that they have been posted. You must have an e-mail address to use this service, and you must provide your e-mail address in Item 12 of the preceding signature page. If you elect to receive these reports electronically, you will not receive paper copies of the reports in the mail, unless you later revoke your consent. You may revoke your consent and receive paper copies at any time by notifying the Managing Owner in writing at 1660 Lincoln Street, Suite 100, Denver, Colorado 80264. Furthermore, if your e-mail address changes, you must immediately advise the Trust at the address above.

3. SUBSCRIBER’S CONSENT AND SUBORDINATION AGREEMENT

I (we), a Subscriber(s) who is(are) purchasing Units in the Series that is the subject of this agreement (the “Contracting Series”), agrees and consents (the “Consent”) to look solely to the assets (the “Contracting Series Assets”) of the Contracting Series and to the Managing Owner and its assets for payment. The Contracting Series Assets include only those funds and other assets that are paid, held or distributed to the Trust on account of and for the benefit of the Contracting Series, including, without limitation, funds delivered to the Trust for the purchase of Units in a Series.

In furtherance of the Consent, the Subscriber agrees that (i) any debts, liabilities, obligations, indebtedness, expenses and claims of any nature and of all kinds and descriptions (collectively, “Claims”) incurred, contracted for or otherwise existing and (ii) any Units, beneficial interests or equity ownership of any kind (collectively, “Units”), arising from, related to or in connection with the Trust and its assets and the Contracting Series and the Contracting Series Assets, shall be subject to the following limitations:

(a) Subordination of certain claims and rights. (i) except as set forth below, the Claims and Units, if any, of the Subscriber (collectively, the “Subordinated Claims and Units”) shall be expressly subordinate and junior in right of payment to any and all other Claims against and Units in the Trust and any Series thereof, and any of their respective assets, which may arise as a matter of law or pursuant to any contract; provided, however, that the Subscriber’s Claims (if any) against and Units (if any) in the Contracting Series shall not be considered Subordinated Claims and Units with respect to enforcement against and distribution and repayment from the Contracting Series, the Contracting Series Assets and the Managing Owner and its assets; and provided further that (1) the Subscriber’s valid Claims, if any, against the Contracting Series shall be pari passu and equal in right of repayment and distribution with all other valid Claims against the Contracting Series and (2) the Subscriber’s Units, if any, in the Contracting Series shall be pari passu and equal in right of repayment and distribution with all other Units in the Contracting Series; and (ii) the Subscriber will not take, demand or receive from any Series or the Trust or any of their respective assets (other than the Contracting Series, the Contracting Series Assets and the Managing Owner and its assets) any payment for the Subordinated Claims and Units;

(b) the Claims and Units of the Subscriber with respect to the Contracting Series shall only be asserted and enforceable against the Contracting Series, the Contracting Series Assets and the Managing Owner and its

B-3

assets; and such Claims and Units shall not be asserted or enforceable for any reason whatsoever against any other Series, the Trust generally or any of their respective assets;

(c) if the Claims of the Subscriber against the Contracting Series or the Trust are secured in whole or in part, the Subscriber hereby waives {under section 1111(b) of the Bankruptcy Code [11 U.S.C. S 1111(b)]} any right to have any deficiency Claims (which deficiency Claims may arise in the event such security is inadequate to satisfy such Claims) treated as unsecured Claims against the Trust or any Series (other than the Contracting Series), as the case may be;

(d) in furtherance of the foregoing, if and to the extent that the Subscriber receives monies in connection with the Subordinated Claims and Units from a Series or the Trust (or their respective assets), other than the Contracting Series, the Contracting Series Assets and the Managing Owner and its assets, the Subscriber shall be deemed to hold such monies in trust and shall promptly remit such monies to the Series or the Trust that paid such amounts for distribution by the Series or the Trust in accordance with the terms hereof; and

(e) the foregoing Consent shall apply at all times notwithstanding that the Claims are satisfied, the Units are sold, transferred, redeemed or in any way disposed of and notwithstanding that the agreements in respect of such Claims and Units are terminated, rescinded or canceled.

B-4

4. STATE SUITABILITY REQUIREMENTS

All states except as listed below.

The general suitability requirement for subscribers to the Series of the Trust is that subscribers have a net worth (exclusive of home, home furnishings and automobiles) of at least $150,000 or, failing that standard, have a net worth (similarly calculated) of at least $45,000 and an annual gross income of at least $45,000. In addition, the minimum aggregate purchase is $1,000, $100 in the case of Individual Retirement Accounts and Benefit Plan Investors or $5,000 in the case of subscribers who are residents of Texas (including Individual Retirement Accounts and Benefit Plan investors.

Higher Suitability Requirement.

The States listed below have more restrictive suitability requirements. Please read the following list to make sure that you meet the suitability and/or investment requirements for the State in which you reside. (As used below, “NW” means net worth exclusive of home, home furnishings and automobiles; “AI” means annual gross income; and “TI” means annual taxable income for federal income tax purposes).

Alaska	(a) $225,000 NW, or (b) $60,000 NW and $60,000 AI.
Arizona	(a) $225,000 NW, or (b) $60,000 NW and $60,000 AI.
Arkansas	(a) $225,000 NW, or (b) $60,000 NW and $60,000 AI.
California	(a) $225,000 NW, or (b) $60,000 NW and $60,000 AI.
Iowa	(a) $225,000 NW, or (b) $60,000 NW and $60,000 TI.
Maine	(a) $225,000 NW, or (b) $100,000 NW and $100,000 AI.
Massachusetts	(a) $225,000 NW, or (b) $60,000 NW and $60,000 TI.
Michigan	(a) $225,000 NW, or (b) $60,000 NW and $60,000 TI.
Minnesota	Must be an “accredited investor” as defined by Rule 501(a) of the Securities Act. All residents of Minnesota must also complete and submit the Supplement to the Subscription Agreement which accompanies the Subscription Agreement.
Mississippi	(a) $225,000 NW, or (b) $60,000 NW and $60,000 AI.
Missouri	(a) $225,000 NW, or (b) $60,000 NW and $60,000 AI.
Nebraska	(a) $225,000 NW, or (b) $60,000 NW and $60,000 TI.
New Hampshire	(a) $225,000 NW, or (b) $60,000 NW and $60,000 TI.
New Mexico	(a) $225,000 NW, or (b) $60,000 NW and $60,000 AI.
North Carolina	(a) $225,000 NW, or (b) $60,000 NW and $60,000 TI.
Oklahoma	(a) $225,000 NW, or (b) $60,000 NW and $60,000 AI.
Oregon	(a) $225,000 NW, or (b) $60,000 NW and $60,000 AI.
Pennsylvania	(a) $175,000 NW, or (b) $100,000 NW and $50,000 TI.
South Dakota	(a) $225,000 NW, or (b) $60,000 NW and $60,000 AI.
Tennessee	(a) $250,000 NW, or (b) $60,000 NW and $60,000 TI.
Texas	(a) $225,000 NW, or (b) $60,000 NW and $60,000 TI; Minimum subscription for all investors (including IRAs) is $5,000. All residents of Texas must also complete and submit the Supplement to the Subscription Agreement which accompanies the Subscription Agreement.

AN INVESTMENT IN THE TRUST MAY NOT EXCEED 10% OF NW.

B-5

THE FRONTIER FUND

SUBSCRIPTION AGREEMENT FOR

CLASS 1 LIMITED UNITS OF BENEFICIAL INTERESTS

Any person considering subscribing for the Class 1 Units should carefully read and review a current Prospectus. The Prospectus should be accompanied by the most recent monthly report of the Trust.

The top of this Subscription Agreement and the front of the Prospectus are dated January 30, 2004. This material will expire no later than 9 months following that date. It may expire prior to the end of that 9-month period. Before using these documents you should confirm with your financial advisor or your Selling Agent (your “Financial Advisor”) that the document date is current. Subscriptions using expired documents CANNOT be accepted.

INSTRUCTIONS (Please read carefully)

A. All capitalized and other defined terms used herein and not expressly defined herein shall have the same respective meaning as are assigned such terms in the final prospectus and disclosure document of the Trust and each Series thereof, as the same may at any time and from time to time be amended or supplemented (the “Prospectus”).

B. Using a typewriter or printing in ink, check the appropriate box(es) and fill in the blanks on the signature page of this Subscription Agreement and Power of Attorney as directed herein.

Number 1	Check the applicable boxes:
	New Subscriber(s):    Complete the entire signature page, as applicable, sign the signature page in Number 13, and have the Financial Advisor complete Numbers 15 and 16. Existing Owner(s) of Units purchasing Units:
	(i)     If your information is the same as in your original Subscription Agreement and Power of Attorney, complete Numbers 1 and 2, sign the signature page in Number 13 and have the Financial Advisor complete Numbers 15 and 16.
	(ii)   If your information has changed from the original Subscription Agreement and Power of Attorney, follow the instructions for new Subscriber(s), above.
Number 2	Please insert the total dollar amount of the subscription for each Series of Units, as applicable. The minimum subscription for all Series in the aggregate is $1,000, for Benefit Plan Investors (including IRAs), there is no minimum initial subscription or the minimum initial subscription requirement for residents of Texas (including Benefit Plan Investors) is $5,000. Once the minimum is met, additional purchases may be made in $100 increments, or, for Benefit Plan Investors (including IRAs), there is no minimum additional subscription. Existing investors (except in certain states) may subscribe for additional Units in $100 increments, or, for Benefit Plan Investors (including IRAs), there if no minimum additional subscription. (New Subscription Agreements and Powers of Attorney are required with each additional purchase.) See “STATE SUITABILITY REQUIREMENTS” in “ADDITIONAL INFORMATION.” Fractional Units will be issued to four (4) decimal places.
Number 3	Enter your Social Security Number or Taxpayer ID Number, as applicable, and check the appropriate box to indicate ownership type. For IRAs, the Taxpayer ID Number of the Custodian should be entered, as well as the Social Security Number of the investor.
Number 4	Check the appropriate box(es) if you are an Employee Benefit Plan (or otherwise an entity which holds plan assets) and/or if you are a governmental or foreign plan, or otherwise are not subject to ERISA or Section 4975 of the Code.
Number 5	Enter your name. For UGMA/UTMA (Minor), enter the Minor name in Number 5, followed by “Minor,” and enter the custodian name in Number 6. For Trusts, enter the Trust name in Number 5 and the Trustee(s) name(s) in Number 6. For Corporations, Partnerships and Estates, enter the entity name in Number 5 and the name of an officer or contact person in Number 6.
Number 6	Enter any additional information as described under “Number 5,” above.
Number 7	Enter your residence or legal address, telephone number and e-mail address.
Number 8	Enter your mailing address, telephone number and e-mail address, if such information is different from the information provided in Number 7.
Number 9	Enter the address, telephone number and e-mail address of the custodian, if applicable.

B-6

Number 10	Enter your net worth.
Number 11	Enter your annual gross income.
Number 12	If you consent to receive delivery of reports of the Trust by electronic means, check the box in Number 12 and provide your e-mail address in Number 7.
Number 13	Sign and date the signature page. Do not sign without reading “REPRESENTATIONS AND WARRANTIES” under “ADDITIONAL INFORMATION” and familiarizing yourself with the Prospectus.
Number 14	Check the box regarding backup withholding, if applicable. Please also review the statement under “UNITED STATES INVESTORS ONLY” or “NON-UNITED STATES INVESTORS ONLY,” as applicable, to ensure that you comply with the certification you are making by signing the signature page.
Number 15	To be completed and signed by the Financial Advisor.
Number 16	The name of the Selling Agent, Financial Advisor, Financial Advisor number, address and phone number must be entered in Number 16. You should return this Subscription Agreement and payment to your Financial Advisor’s office address. SubscriptionAgreements, payment and any other required documents should be sent by the Financial Advisor to either:
	1)     the administration or fund administration office of the Selling Agent, if firm procedures require, or
	2)     the custodial firm, if one is required, or
	3)     to Equinox Fund Management, LLC, 1660 Lincoln Street, Suite 100, Denver, CO 80264, Attn: The Frontier Fund Administration.

C. The Subscriber’s admission as a Limited Owner of a Series will be determined based on the date on which a fully completed, dated, and signed Subscription Agreement is delivered to the Trust by the Financial Advisor during the Initial Offering Period and the Continuous Offering Period. A Subscriber may not deliver his Subscription Agreement to the Trust’s offices. If such delivery is made, the Subscription Agreement will be returned to the Subscriber to be forwarded to the Financial Advisor.

D. Payment of the subscription must be submitted with this Subscription Agreement in the form of a check or a wire transfer to U.S. Bank National Association in accordance with the Trust’s wire transfer instructions.

E. If Financial Advisors have specific questions about the subscription process, please call Equinox Fund Management, LLC at (303) 837-0600, or your Fund Administration Department.

B-7

THE FRONTIER FUND

UNITS OF BENEFICIAL INTEREST BY SERIES

BY EXECUTING THIS SUBSCRIPTION AGREEMENT AND POWER OF ATTORNEY

SUBSCRIBERS ARE NOT WAIVING ANY RIGHTS UNDER

THE SECURITIES ACT OF 1933 OR

THE SECURITIES EXCHANGE ACT OF 1934

SUBSCRIPTION AGREEMENT AND

POWER OF ATTORNEY

The Frontier Fund

c/o Equinox Fund Management, LLC

1660 Lincoln Street, Suite 100

Denver, Colorado 80264

Dear Sirs:

1.    Subscription for Units.    I hereby subscribe for the dollar amount of units of beneficial interest (“Units”) in Class 1 of the Balanced Series, Graham Series, Beach Series, C-View Currency Series and Dunn Series of The Frontier Fund (the “Trust”) as set forth in the Subscription Agreement and Power of Attorney Signature Page attached hereto at a purchase price per Unit of $100 during the Initial Offering Period and Series Net Asset Value per Unit during the Continuous Offering Period. The terms of the offering of the Units are described in the Prospectus. I acknowledge that I must submit my subscription payment on but not before the settlement date for my purchase of Units. My Financial Advisor shall inform me of such settlement date, by which date I must send my subscription payment by check or effectuate a wire transfer of such funds to “U.S. Bank National Association, Denver, Colorado, as Escrow Agent for each Series of The Frontier Fund,” directly to the Escrow Agent. Equinox Fund Management, LLC (the “Managing Owner”) may, in its sole and absolute discretion, accept or reject this subscription in whole or in part.

2.    Representations and Warranties of Subscriber.    I have received the Prospectus together with the most recent Monthly Report of the Trust, if trading has commenced for the Series in which I am investing. By submitting this Subscription Agreement and Power of Attorney, I am making the representations and warranties set forth under “REPRESENTATIONS AND WARRANTIES” in “Additional Information” immediately following this Subscription Agreement and Power of Attorney, including, without limitation, those representations and warranties relating to my net worth and annual income set forth therein.

3.    Power of Attorney.    In connection with my purchase of Units, I do hereby irrevocably constitute and appoint the Managing Owner and its successors and assigns, as my true and lawful Attorney-in-Fact, with full power of substitution, in my name, place and stead, to (i) file, prosecute, defend, settle or compromise litigation, claims or arbitrations on behalf of the Trust and Series and (ii) make, execute, sign, acknowledge, swear to, deliver, record and file any documents or instruments which may be considered necessary or desirable by the Managing Owner to carry out fully the provisions of the Declaration of Trust and Trust Agreement of the Trust, including, without limitation, the execution of the said Agreement itself, the execution of all amendments permitted by the terms thereof and the payment to the Managing Owner of the management fees and incentive fees provided for therein. The Power of Attorney granted hereby shall be deemed to be coupled with an interest, shall be irrevocable, shall survive, and shall not be affected by, my subsequent death, incapacity, disability, insolvency or dissolution or any delivery by me of an assignment of the whole or any portion of my Units.

4.    Governing Law.    Subscriber hereby acknowledges and agrees that this Subscription Agreement and Power of Attorney shall be governed by and be interpreted in accordance with the laws of the State of Delaware, without regard to principles of conflicts of laws.

PLEASE COMPLETE THE SIGNATURE PAGE ON THE REVERSE SIDE.

B-8

THE FRONTIER FUND

SUBSCRIPTION AGREEMENT AND POWER OF ATTORNEY

IMPORTANT: READ REVERSE SIDE BEFORE SIGNING

The Subscriber named below, by execution and delivery of this Subscription Agreement and Power of Attorney, by payment of the purchase price for Units in The Frontier Fund (the “Trust”) and by either (i) enclosing a check payable to “The Frontier Fund,” or (ii) sending a wire transfer to U.S. Bank National Association in accordance with the Trust’s wire transfer instructions, hereby subscribes for the purchase of Units in the amount set forth below.

1) Status of Subscriber(s) (Check one):	2) Total Dollar Amount of Subscription and Class of Units:
	Balanced Series Units	$
¨         New Subscriber(s)	Graham Series Units	$
	Beach Series Units	$
¨         Existing Owner(s)	C-View Currency Series Units	$
	Dunn Series Units	$

3) Social Security #                      —                      —		Taxpayer ID#                      —                      —
Taxable Investors (check one):
¨ Individual Ownership	¨ Tenants in Common	¨ Estate	¨ UGMA/UTMA (Minor)
¨ Partnership	¨ Joint Tenants with Right of Survivorship	¨ Grantor or Other Revocable Trust	¨ Community Property
¨ Corporation	¨ Tenants in Entirety	¨ Trust other than a Grantor or Revocable Trust
Non-Taxable Investors (check one)
¨ IRA	¨ Profit Sharing	¨ Pension	¨ Other (specify)
¨ IRA Rollover	¨ Defined Benefit	¨ SEP

4)	¨ Check here if the Subscriber(s) is (are) an Employee Benefit Plan (or otherwise an entity which holds plan assets). ¨ Check here if the Employee Benefit Plan is a governmental or foreign plan, or otherwise is not subject to ERISA or Section 4975 of the Code.
5)	Full Name of Subscriber (No Initials)
6)
	Additional Information (For Estates, Partnerships, Trusts and Corporations)
7)	Residence of Subscriber
	Street (P.O. Box not acceptable)               City                     State             Zip Code         Telephone Number         E-Mail Address
8)	Mailing Address (if different)
	Street (P.O. Box not acceptable)               City                     State             Zip Code         Telephone Number         E-Mail Address
9)	Address of Custodian
	Street (P.O. Box not acceptable)               City                     State             Zip Code         Telephone Number         E-Mail Address
10)	Net Worth of Subscriber (exclusive of home, home furnishings and automobiles): $
11)	Annual Gross Income of Subscriber: $
12)	Consent to Electronic Delivery of Reports (please check and provide e-mail address above): Please post the reports on your website, in an hyperlink from your website, and advise me by e-mail to the address above when they are posted.

13) SUBSCRIBER(S) MUST SIGN

X		X
	Signature of Subscriber                                                  Date		Signature of Joint Subscriber (if any) or Custodian         Date

Executing and delivering this Subscription Agreement and Power of Attorney shall in no respect be deemed to constitute a waiver of any rights under the Securities Act of 1933, as amended, or under the Securities and Exchange Act of 1934, as amended.
14)	UNITED STATES INVESTORS ONLY
I have checked the following box if I am subject to backup withholding under the provisions of Section 3406(a)(1)(C) of the Internal Revenue Code: ¨ Under penalties of perjury, by signature above I hereby certify that the Social Security Number or Taxpayer ID Number next to my name is my true, correct and complete Social Security or Taxpayer ID Number and that the information given in the immediately preceding sentence is true, correct and complete.
	NON-UNITED STATES INVESTORS ONLY
Under penalties of perjury, by signature above I hereby certify that (a) I am not a citizen of the United States or (b) (in the case of an investor which is not any individual) the investor is not a United States corporation, partnership, estate or trust.
15)	FINANCIAL ADVISOR MUST SIGN
I hereby certify that I have informed the Subscriber of all pertinent facts relating to the liquidity and marketability of the Units as set forth in the Prospectus, and I have reasonable grounds to believe (on the basis of information obtained from the person(s) named above concerning such the age, investment objectives, investment experience, income, net worth, financial situation and needs, other investments of the person and any other information known by me) that (a) the purchase of Units is a suitable and appropriate investment for such person(s); (b) such person(s) meet(s) the minimum income and net worth standards; (c) such person(s) can benefit from the investment based on such person(s) overall investment objectives and portfolio structure (d) such person(s) can bear the economic risk of the investment; and (e) such person(s) has (have) an understanding of the fundamental risks of the investment, the risk that an investor may lose its entire investment, the restriction on the liquidity of the Units, the restrictions on the transferability of the Units and the background and qualifications of the Selling Agent. I have checked the following box if I have discretionary authority for the account of the person(s) named above: ¨ I have ensured that a current Prospectus, together with the most recent Monthly Report for the applicable Series, if such Series has commenced trading, has been furnished to the person(s) named above. I have received all documents required to accept this subscription and acknowledge the suitability of the Subscriber and the amount of the subscription for each Series. If the Subscriber is other than an individual subscriber, I acknowledge that my review of the Subscriber’s governing documents indicates that such documents permit investment in commodities funds whose principal business is speculative futures trading.

X		X
	Financial Advisor Signature                                              Date		Office Manager Signature                                                 Date (if required by Selling Agent procedures)

16) Selling Firm	F.A. Name	F.A. Number
	(print clearly for proper credit)
F.A. Phone	F.A. Fax	F.A. Email Address
F.A. Address
(for confirmations)            Street (P.O. Box not acceptable)                                                         City		State            Zip Code

B-9

THE FRONTIER FUND

SUPPLEMENT TO THE SUBSCRIPTION AGREEMENT FOR

CLASS 1 LIMITED UNITS OF BENEFICIAL INTEREST

(FOR RESIDENTS OF MINNESOTA ONLY)

Any person considering subscribing for the Class 1 Units should carefully read and review a

current Prospectus of the Trust, including the Subscription Information and Subscription

Agreement attached thereto.

INSTRUCTIONS (Please read carefully)

All capitalized and other defined terms used herein and not expressly defined herein shall have the same respective meaning as are assigned such terms in the final prospectus and disclosure document of the Trust and each Series thereof, as the same may at any time and from time to time be amended or supplemented (the “Prospectus”).

I (we) certify that the category or categories of accredited investor indicated by the placement of my (our) initials on the line(s) preceding the appropriate category or categories below are applicable to me (us).

Category 1. A bank, as defined in Section 3(a)(2) of the Act, whether acting in its individual or fiduciary capacity; or

Category 2. A savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Act, whether acting in its individual or fiduciary capacity; or

Category 3. A broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934; or

Category 4. An insurance company as defined in Section 2(13) of the Act; or

Category 5. An investment company registered under the Investment Company Act of 1940; or

Category 6. A business development company as defined in Section 2(a)(48) of the Investment Company Act of 1940; or

Category 7. A small business investment company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958; or

Category 8. A plan established and maintained by a state, its political subdivisions or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, with total assets in excess of $5,000,000; or

Category 9. An employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 in which the investment decision is made by a plan fiduciary, as defined in Section 3(21) of such Act, which is either a bank, savings and loan association, insurance company or registered investment adviser, or an employee benefit plan with total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons who are accredited investors; or

Category 10. A private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940; or

Category 11. An organization described in Section 501(c)(3) of the Internal Revenue Code, a corporation, a Massachusetts or similar business trust, or a partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000; or

B-10

Category 12. A director or executive officer of the Managing Owner; or

Category 13. A natural person whose individual net worth, or joint net worth (in each case not including homes, home furnishings or automobiles) with that person’s spouse, at the time of this purchase exceeds $1,000,000; or

Category 14. A natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person’s spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year; or

Category 15. A trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) under the Act; or

Category 16. An entity in which all of the equity owners are accredited investors.

I (we) agree to cooperate with and furnishing such additional information to the Trust as may be requested in order to verify my (our) status as an accredited investor.

Dated:                                     

Name

Individual Signature (if applicable)

Entity Name:

By:

Name:

Title:

B-11

THE FRONTIER FUND

SUPPLEMENT TO THE SUBSCRIPTION AGREEMENT FOR

CLASS 1 LIMITED UNITS OF BENEFICIAL INTEREST

(FOR RESIDENTS OF TEXAS ONLY)

Any person considering subscribing for the Class 1 Units should carefully read and  review a current Prospectus of the Trust, including the  Subscription Information and Subscription Agreement attached thereto.

INSTRUCTIONS (Please read carefully)

A. All capitalized and other defined terms used herein and not expressly defined herein shall have the same respective meaning as are assigned such terms in the final prospectus and disclosure document of the Trust and each Series thereof, as the same may at any time and from time to time be amended or supplemented (the “Prospectus”).

B. Please initial the space preceding the representations below after you have carefully read such representations.

¨ I (we) meet the minimum income and net worth standards set forth in the Prospectus, including the Subscription Information in Exhibit B attached thereto.

¨ I (we) am (are) purchasing Class 1 Units for my (our) own account.

¨ I (we) have received a current copy of the Prospectus.

¨ I (we) acknowledge that an investment in the Trust is not liquid except for the redemption provisions as set forth in the Prospectus.

Signature of Subscriber:                                                                    

Name of Subscriber:                                                                          

Date:                                                                                                     

B-12

For Class 2 Units

THE FRONTIER FUND

SUBSCRIPTION AGREEMENT FOR

CLASS 2 LIMITED UNITS OF BENEFICIAL INTERESTS

Any person considering subscribing for the Class 1 Units should carefully

read and review a current Prospectus. The Prospectus should be

accompanied by the most recent monthly report of the Trust.

The top of this Subscription Agreement and the front of the Prospectus are dated January 30, 2004. This material will expire no later than 9 months following that date. It may expire prior to the end of that 9-month period. Before using these documents you should confirm with your financial advisor or your Selling Agent (your “Financial Advisor”) that the document date is current. Subscriptions using expired documents CANNOT be accepted.

INSTRUCTIONS (Please read carefully)

A. All capitalized and other defined terms used herein and not expressly defined herein shall have the same respective meaning as are assigned such terms in the final prospectus and disclosure document of the Trust and each Series thereof, as the same may at any time and from time to time be amended or supplemented (the “Prospectus”).

B. Using a typewriter or printing in ink, check the appropriate box(es) and fill in the blanks on the signature page of this Subscription Agreement and Power of Attorney as directed herein.

Number 1	Check the applicable boxes:
	New Subscriber(s):    Complete the entire signature page, as applicable, sign the signature page in Number 13, and have the Financial Advisor complete Numbers 15 and 16. Existing Owner(s) of Units purchasing Units:
	(i)     If your information is the same as in your original Subscription Agreement and Power of Attorney, complete Numbers 1 and 2, sign the signature page in Number 13 and have the Financial Advisor complete Numbers 15 and 16.
	(ii)   If your information has changed from the original Subscription Agreement and Power of Attorney, follow the instructions for new Subscriber(s), above.
Number 2	Please insert the total dollar amount of the subscription for each Series of Units, as applicable. The minimum subscription for all Series in the aggregate is $1,000, for Benefit Plan Investors (including IRAs), there is no minimum initial subscription or the minimum initial subscription requirement for residents of Texas (including Benefit Plan Investors) is $5,000. Once the minimum is met, additional purchases may be made in $100 increments, or, for Benefit Plan Investors (including IRAs), there is no minimum additional subscription. Existing investors (except in certain states) may subscribe for additional Units in $100 increments, or, for Benefit Plan Investors (including IRAs), there is no minimum additional subscription. (New Subscription Agreements and Powers of Attorney are required with each additional purchase.) See “STATE SUITABILITY REQUIREMENTS” in “ADDITIONAL INFORMATION.” Fractional Units will be issued to four (4) decimal places.
Number 3	Enter your Social Security Number or Taxpayer ID Number, as applicable, and check the appropriate box to indicate ownership type. For IRAs, the Taxpayer ID Number of the Custodian should be entered, as well as the Social Security Number of the investor.
Number 4	Check the appropriate box(es) if you are an Employee Benefit Plan (or otherwise an entity which holds plan assets) and/or if you are a governmental or foreign plan, or otherwise are not subject to ERISA or Section 4975 of the Code.
Number 5	Enter your name. For UGMA/UTMA (Minor), enter the Minor name in Number 5, followed by “Minor,” and enter the custodian name in Number 6. For Trusts, enter the Trust name in Number 5 and the Trustee(s) name(s) in Number 6. For Corporations, Partnerships and Estates, enter the entity name in Number 5 and the name of an officer or contact person in Number 6.
Number 6	Enter any additional information as described under “Number 5,” above.
Number 7	Enter your residence or legal address, telephone number and e-mail address.
Number 8	Enter your mailing address, telephone number and e-mail address, if such information is different from the information provided in Number 7.
Number 9	Enter the address, telephone number and e-mail address of the custodian, if applicable.

B-13

Number 10	Enter your net worth.
Number 11	Enter your annual gross income.
Number 12	If you consent to receive delivery of reports of the Trust by electronic means, check the box in Number 12 and provide your e-mail address in Number 7.
Number 13	Sign and date the signature page. Do not sign without reading “REPRESENTATIONS AND WARRANTIES” under “ADDITIONAL INFORMATION” and familiarizing yourself with the Prospectus.
Number 14	Check the box regarding backup withholding, if applicable. Please also review the statement under “UNITED STATES INVESTORS ONLY” or “NON-UNITED STATES INVESTORS ONLY,” as applicable, to ensure that you comply with the certification you are making by signing the signature page.
Number 15	To be completed and signed by the Financial Advisor.
Number 16	The name of the Selling Agent, Financial Advisor, Financial Advisor number, address and phone number must be entered in Number 16. You should return this Subscription Agreement and payment to your Financial Advisor’s office address.
	Subscription Agreements, payment and any other required documents should be sent by the Financial Advisor to either:
	1)     the administration or fund administration office of the Selling Agent, if firm procedures require, or
	2)     the custodial firm, if one is required, or
	3)     to Equinox Fund Management, LLC, 1660 Lincoln Street, Suite 100, Denver, CO 80264, Attn: The Frontier Fund Administration.

C. The Subscriber’s admission as a Limited Owner of a Series will be determined based on the date on which a fully completed, dated, and signed Subscription Agreement is delivered to the Trust by the Financial Advisor during the Initial Offering Period and the Continuous Offering Period. A Subscriber may not deliver his Subscription Agreement to the Trust’s offices. If such delivery is made, the Subscription Agreement will be returned to the Subscriber to be forwarded to the Financial Advisor.

D. Payment of the subscription must be submitted with this Subscription Agreement in the form of a check or a wire transfer to U.S. Bank National Association in accordance with the Trust’s wire transfer instructions.

E. If Financial Advisors have specific questions about the subscription process, please call Equinox Fund Management, LLC at (303) 837-0600, or your Fund Administration Department.

B-14

THE FRONTIER FUND

UNITS OF BENEFICIAL INTEREST BY SERIES

BY EXECUTING THIS SUBSCRIPTION AGREEMENT AND POWER OF ATTORNEY

SUBSCRIBERS ARE NOT WAIVING ANY RIGHTS UNDER

THE SECURITIES ACT OF 1933 OR

THE SECURITIES EXCHANGE ACT OF 1934

SUBSCRIPTION AGREEMENT AND

POWER OF ATTORNEY

The Frontier Fund

c/o Equinox Fund Management, LLC

1660 Lincoln Street, Suite 100

Denver, Colorado 80264

Dear Sirs:

1.    Subscription for Units.    I hereby subscribe for the dollar amount of units of beneficial interest (“Units”) in Class 2 of the Balanced Series, Graham Series, Beach Series, C-View Currency Series and Dunn Series of The Frontier Fund (the “Trust”) as set forth in the Subscription Agreement and Power of Attorney Signature Page attached hereto at a purchase price per Unit of $100 during the Initial Offering Period and Series Net Asset Value per Unit during the Continuous Offering Period. The terms of the offering of the Units are described in the Prospectus. I acknowledge that I must submit my subscription payment on but not before the settlement date for my purchase of Units. My Financial Advisor shall inform me of such settlement date, by which date I must send my subscription payment by check or effectuate a wire transfer of such funds to “U.S. Bank National Association, Denver, Colorado, as Escrow Agent for each Series of The Frontier Fund,” directly to the Escrow Agent. Equinox Fund Management, LLC (the “Managing Owner”) may, in its sole and absolute discretion, accept or reject this subscription in whole or in part.

2.    Representations and Warranties of Subscriber.    I have received the Prospectus together with the most recent Monthly Report of the Trust, if trading has commenced for the Series in which I am investing. By submitting this Subscription Agreement and Power of Attorney, I am making the representations and warranties set forth under “REPRESENTATIONS AND WARRANTIES” in “Additional Information” immediately following this Subscription Agreement and Power of Attorney, including, without limitation, those representations and warranties relating to my net worth and annual income set forth therein.

3.    Power of Attorney.    In connection with my purchase of Units, I do hereby irrevocably constitute and appoint the Managing Owner and its successors and assigns, as my true and lawful Attorney-in-Fact, with full power of substitution, in my name, place and stead, to (i) file, prosecute, defend, settle or compromise litigation, claims or arbitrations on behalf of the Trust and Series and (ii) make, execute, sign, acknowledge, swear to, deliver, record and file any documents or instruments which may be considered necessary or desirable by the Managing Owner to carry out fully the provisions of the Declaration of Trust and Trust Agreement of the Trust, including, without limitation, the execution of the said Agreement itself, the execution of all amendments permitted by the terms thereof and the payment to the Managing Owner of the management fees and incentive fees provided for therein. The Power of Attorney granted hereby shall be deemed to be coupled with an interest, shall be irrevocable, shall survive, and shall not be affected by, my subsequent death, incapacity, disability, insolvency or dissolution or any delivery by me of an assignment of the whole or any portion of my Units.

4.    Governing Law.    Subscriber hereby acknowledges and agrees that this Subscription Agreement and Power of Attorney shall be governed by and be interpreted in accordance with the laws of the State of Delaware, without regard to principles of conflicts of laws.

PLEASE COMPLETE THE SIGNATURE PAGE ON THE REVERSE SIDE.

B-15

THE FRONTIER FUND

SUBSCRIPTION AGREEMENT AND POWER OF ATTORNEY

IMPORTANT: READ REVERSE SIDE BEFORE SIGNING

The Subscriber named below, by execution and delivery of this Subscription Agreement and Power of Attorney, by payment of the purchase price for Units in The Frontier Fund (the “Trust”) and by either (i) enclosing a check payable to “The Frontier Fund,” or (ii) sending a wire transfer to U.S. Bank National Association in accordance with the Trust’s wire transfer instructions, hereby subscribes for the purchase of Units in the amount set forth below.

1) Status of Subscriber(s) (Check one):	2) Total Dollar Amount of Subscription and Class of Units:
	Balanced Series Units	$
¨         New Subscriber(s)	Graham Series Units	$
	Beach Series Units	$
¨         Existing Owner(s)	C-View Currency Series Units	$
	Dunn Series Units	$

3) Social Security #                      —                      —		Taxpayer ID#                      —                      —
Taxable Investors (check one):
¨ Individual Ownership	¨ Tenants in Common	¨ Estate	¨ UGMA/UTMA (Minor)
¨ Partnership	¨ Joint Tenants with Right of Survivorship	¨ Grantor or Other Revocable Trust	¨ Community Property
¨ Corporation	¨ Tenants in Entirety	¨ Trust other than a Grantor or Revocable Trust
Non-Taxable Investors (check one)
¨ IRA	¨ Profit Sharing	¨ Pension	¨ Other (specify)
¨ IRA Rollover	¨ Defined Benefit	¨ SEP

4)	¨ Check here if the Subscriber(s) is (are) an Employee Benefit Plan (or otherwise an entity which holds plan assets). ¨ Check here if the Employee Benefit Plan is a governmental or foreign plan, or otherwise is not subject to ERISA or Section 4975 of the Code.
5)	Full Name of Subscriber (No Initials)
6)
	Additional Information (For Estates, Partnerships, Trusts and Corporations)
7)	Residence of Subscriber
	Street (P.O. Box not acceptable)               City                     State             Zip Code         Telephone Number         E-Mail Address
8)	Mailing Address (if different)
	Street (P.O. Box not acceptable)               City                     State             Zip Code         Telephone Number         E-Mail Address
9)	Address of Custodian
	Street (P.O. Box not acceptable)               City                     State             Zip Code         Telephone Number         E-Mail Address
10)	Net Worth of Subscriber (exclusive of home, home furnishings and automobiles): $
11)	Annual Gross Income of Subscriber: $
12)	Consent to Electronic Delivery of Reports (please check and provide e-mail address above): Please post the reports on your website, in an hyperlink from your website, and advise me by e-mail to the address above when they are posted.

13) SUBSCRIBER(S) MUST SIGN

X		X
	Signature of Subscriber                                                  Date		Signature of Joint Subscriber (if any) or Custodian       Date

Executing and delivering this Subscription Agreement and Power of Attorney shall in no respect be deemed to constitute a waiver of any rights under the Securities Act of 1933, as amended, or under the Securities and Exchange Act of 1934, as amended.
14)	UNITED STATES INVESTORS ONLY
I have checked the following box if I am subject to backup withholding under the provisions of Section 3406(a)(1)(C) of the Internal Revenue Code: ¨ Under penalties of perjury, by signature above I hereby certify that the Social Security Number or Taxpayer ID Number next to my name is my true, correct and complete Social Security or Taxpayer ID Number and that the information given in the immediately preceding sentence is true, correct and complete.
	NON-UNITED STATES INVESTORS ONLY
Under penalties of perjury, by signature above I hereby certify that (a) I am not a citizen of the United States or (b) (in the case of an investor which is not any individual) the investor is not a United States corporation, partnership, estate or trust.
15)	FINANCIAL ADVISOR MUST SIGN
I hereby certify that I have informed the Subscriber of all pertinent facts relating to the liquidity and marketability of the Units as set forth in the Prospectus, and I have reasonable grounds to believe (on the basis of information obtained from the person(s) named above concerning such the age, investment objectives, investment experience, income, net worth, financial situation and needs, other investments of the person and any other information known by me) that (a) the purchase of Units is a suitable and appropriate investment for such person(s); (b) such person(s) meet(s) the minimum income and net worth standards; (c) such person(s) can benefit from the investment based on such person(s) overall investment objectives and portfolio structure (d) such person(s) can bear the economic risk of the investment; and (e) such person(s) has (have) an understanding of the fundamental risks of the investment, the risk that an investor may lose its entire investment, the restriction on the liquidity of the Units, the restrictions on the transferability of the Units and the background and qualifications of the Selling Agent. I have checked the following box if I have discretionary authority for the account of the person(s) named above: ¨ I have ensured that a current Prospectus, together with the most recent Monthly Report for the applicable Series, if such Series has commenced trading, has been furnished to the person(s) named above. I have received all documents required to accept this subscription and acknowledge the suitability of the Subscriber and the amount of the subscription for each Series. If the Subscriber is other than an individual subscriber, I acknowledge that my review of the Subscriber’s governing documents indicates that such documents permit investment in commodities funds whose principal business is speculative futures trading.

X		X
	Financial Advisor Signature                                              Date		Office Manager Signature                                                 Date (if required by Selling Agent procedures)

16) Selling Firm	F.A. Name	F.A. Number
	(print clearly for proper credit)
F.A. Phone	F.A. Fax	F.A. Email Address
F.A. Address
(for confirmations)            Street (P.O. Box not acceptable)                                                         City		State            Zip Code

B-16

THE FRONTIER FUND

SUPPLEMENT TO THE SUBSCRIPTION AGREEMENT FOR

CLASS 2 LIMITED UNITS OF BENEFICIAL INTEREST

(FOR RESIDENTS OF MINNESOTA ONLY)

Any person considering subscribing for the Class 2 Units should carefully read and review a

current Prospectus of the Trust, including the Subscription Information and Subscription

Agreement attached thereto.

INSTRUCTIONS (Please read carefully)

All capitalized and other defined terms used herein and not expressly defined herein shall have the same respective meaning as are assigned such terms in the final prospectus and disclosure document of the Trust and each Series thereof, as the same may at any time and from time to time be amended or supplemented (the “Prospectus”).

I (we) certify that the category or categories of accredited investor indicated by the placement of my (our) initials on the line(s) preceding the appropriate category or categories below are applicable to me (us).

Category 1. A bank, as defined in Section 3(a)(2) of the Act, whether acting in its individual or fiduciary capacity; or

Category 2. A savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Act, whether acting in its individual or fiduciary capacity; or

Category 3. A broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934; or

Category 4. An insurance company as defined in Section 2(13) of the Act; or

Category 5. An investment company registered under the Investment Company Act of 1940; or

Category 6. A business development company as defined in Section 2(a)(48) of the Investment Company Act of 1940; or

Category 7. A small business investment company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958; or

Category 8. A plan established and maintained by a state, its political subdivisions or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, with total assets in excess of $5,000,000; or

Category 9. An employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 in which the investment decision is made by a plan fiduciary, as defined in Section 3(21) of such Act, which is either a bank, savings and loan association, insurance company or registered investment adviser, or an employee benefit plan with total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons who are accredited investors; or

Category 10. A private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940; or

Category 11. An organization described in Section 501(c)(3) of the Internal Revenue Code, a corporation, a Massachusetts or similar business trust, or a partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000; or

B-17

Category 12. A director or executive officer of the Managing Owner; or

Category 13. A natural person whose individual net worth, or joint net worth (in each case not including homes, home furnishings or automobiles) with that person’s spouse, at the time of this purchase exceeds $1,000,000; or

Category 14. A natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person’s spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year; or

Category 15. A trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) under the Act; or

Category 16. An entity in which all of the equity owners are accredited investors.

I (we) agree to cooperate with and furnishing such additional information to the Trust as may be requested in order to verify my (our) status as an accredited investor.

Dated:                                     

Name

Individual Signature (if applicable)

Entity Name:

By:

Name:

Title:

B-18

THE FRONTIER FUND

SUPPLEMENT TO THE SUBSCRIPTION AGREEMENT FOR

CLASS 2 LIMITED UNITS OF BENEFICIAL INTEREST

(FOR RESIDENTS OF TEXAS ONLY)

Any person considering subscribing for the Class 2 Units should carefully read and

review a current Prospectus of the Trust, including the

Subscription Information and Subscription Agreement attached thereto.

INSTRUCTIONS (Please read carefully)

C. All capitalized and other defined terms used herein and not expressly defined herein shall have the same respective meaning as are assigned such terms in the final prospectus and disclosure document of the Trust and each Series thereof, as the same may at any time and from time to time be amended or supplemented (the “Prospectus”).

D. Please initial the space preceding the representations below after you have carefully read such representations.

¨ I (we) meet the minimum income and net worth standards set forth in the Prospectus, including the Subscription Information in Exhibit B attached thereto.

¨ I (we) am (are) purchasing Class 2 Units for my (our) own account.

¨ I (we) have received a current copy of the Prospectus.

¨ I (we) acknowledge that an investment in the Trust is not liquid except for the redemption provisions as set forth in the Prospectus.

Signature of Subscriber:                                                                    

Name of Subscriber:                                                                          

Date:                                                                                                     

B-19

EXHIBIT C

EXCHANGE REQUEST FOR

CLASS 1 UNITS OF BENEFICIAL INTEREST

To: THE FRONTIER FUND

c/o Equinox Fund Management, LLC

1660 Lincoln Street, Suite 100

Denver, Colorado 80264

I hereby request the following exchange of Units as of the Business Day which first occurs two (2) Business Days after your receipt of this Exchange Request, upon the terms and conditions described in the Prospectus for The Frontier Fund dated January 30, 2004. I certify that all of the statements made in my original Subscription Agreement remain accurate. I (either in my individual capacity or as an authorized representative of an entity, if applicable) hereby represent and warrant that I am the true, lawful, and beneficial owner of the Units to which this Exchange Request relates, with full power and authority to request an Exchange of such Units. Such Units are not subject to any pledge or otherwise encumbered in any fashion. I (either in my individual capacity or as an authorized representative of an entity, if applicable) hereby represent and warrant that I have received and read the applicable Appendix or Appendices to the Prospectus for the Series of Units which are being purchased in connection with this Exchange Request. All capitalized and other defined terms used herein and not expressly defined herein shall have the same respective meaning as are assigned such terms in the final prospectus and disclosure document of the Trust and each Series thereof, constituting a part of each registration statement on Form S-1, as amended, filed with the Securities and Exchange Commission pursuant to which the Trust registered the Limited Units of a Series, as the same may at any time and from time to time be further amended or supplemented, as the same may at any time and from time to time be amended or supplemented after the effective date(s) of such registration statement(s) (the “Prospectus”). I understand that the Managing Owner, in its sole and absolute discretion, may reject this Exchange Request.

Amount to be Redeemed Upon Exchange $/Units              or All Units of – Balanced Series – 1 $/Units              or All Units of – Graham Series – 1 $/Units              or All Units of – Beach Series – 1 $/Units              or All Units of – C-View Currency Series – 1 $/Units              or All Units of – Dunn Series – 1 Specify (ü) Series to be Purchased Upon Exchange*:              in Units of Balanced Series – 1              in Units of Graham Series – 1              in Units of Beach Series – 1              in Units of C-View Currency Series – 1              in Units of Dunn Series – 1

* If you are exchanging Units of one Series for Units of more than one Series, please complete a separate Exchange Request for each Series being exchanged into.

C-1

SIGNATURES ON REVERSE SIDE MUST BE IDENTICAL TO NAME(S)

IN WHICH UNITS OF TRUST ARE REGISTERED

UNITS REGISTERED IN THE NAME(S) OF:

Type or Print Name Social Security or Taxpayer ID

Street

City State Zip Code

	SIGNATURE(S)
	Individual Owner(s) or Assignee(s)
Signature(s) Guaranteed by:
	Signature(s) of owner(s) or assignee(s)
	Entity Owner (or assignee)
Signature(s) Guaranteed by:
	By
	(Trustee, partner, or authorized officer. If a corporation, include certified copy of authorizing resolution.)

NOTE: If the entity owner is a trustee, custodian, or fiduciary of an Individual Retirement Account,
Keogh Plan without common law employees or employee benefit plan under which a plan
participant may exercise control over assets in his account, the signature of the plan
participant must also be supplied.

	Plan Participant
Signature(s) Guaranteed by:
	Type or Print Name

(Signature)

IF SUBMITTED IN ACCORDANCE WITH REQUIRED PROCEDURES, THE EXCHANGE REQUESTED HEREIN WILL BE EFFECTIVE AS OF THE BUSINESS DAY FOLLOWING TWO (2) BUSINESS DAYS AFTER THE DATE ON WHICH THIS EXCHANGE REQUEST WAS RECEIVED.

C-2

EXCHANGE REQUEST FOR

CLASS 2 UNITS OF BENEFICIAL INTEREST

To: THE FRONTIER FUND

c/o Equinox Fund Management, LLC

1660 Lincoln Street, Suite 100

Denver, Colorado 80264

I hereby request the following exchange of Units as of the Business Day which first occurs two (2) Business Days after your receipt of this Exchange Request, upon the terms and conditions described in the Prospectus for The Frontier Fund dated January 30, 2004. I certify that all of the statements made in my original Subscription Agreement remain accurate. I (either in my individual capacity or as an authorized representative of an entity, if applicable) hereby represent and warrant that I am the true, lawful, and beneficial owner of the Units to which this Exchange Request relates, with full power and authority to request an Exchange of such Units. Such Units are not subject to any pledge or otherwise encumbered in any fashion. I (either in my individual capacity or as an authorized representative of an entity, if applicable) hereby represent and warrant that I have received and read the applicable Appendix or Appendices to the Prospectus for the Series of Units which are being purchased in connection with this Exchange Request. All capitalized and other defined terms used herein and not expressly defined herein shall have the same respective meaning as are assigned such terms in the final prospectus and disclosure document of the Trust and each Series thereof, constituting a part of each registration statement on Form S-1, as amended, filed with the Securities and Exchange Commission pursuant to which the Trust registered the Limited Units of a Series, as the same may at any time and from time to time be further amended or supplemented, as the same may at any time and from time to time be amended or supplemented after the effective date(s) of such registration statement(s) (the “Prospectus”). I understand that the Managing Owner, in its sole and absolute discretion, may reject this Exchange Request.

Amount to be Redeemed Upon Exchange $/Units               or All Units of – Balanced Series – 2 $/Units               or All Units of – Graham Series – 2 $/Units               or All Units of – Beach Series – 2 $/Units               or All Units of – C-View Currency Series – 2 $/Units               or All Units of – Dunn Series – 2 Specify (ü) Series to be Purchased Upon Exchange*:                in Units of Balanced Series – 2                in Units of Graham Series – 2                in Units of Beach Series – 2                in Units of C-View Currency Series – 2                in Units of Dunn Series – 1

* If you are exchanging Units of one Series for Units of more than one Series, please complete a separate Exchange Request for each Series being exchanged into.

C-3

SIGNATURES ON REVERSE SIDE MUST BE IDENTICAL TO NAME(S)

IN WHICH UNITS OF TRUST ARE REGISTERED

UNITS REGISTERED IN THE NAME(S) OF:

Type or Print Name Social Security or Taxpayer ID

Street

City State Zip Code

	SIGNATURE(S)
	Individual Owner(s) or Assignee(s)
Signature(s) Guaranteed by:
	Signature(s) of owner(s) or assignee(s)
	Entity Owner (or assignee)
Signature(s) Guaranteed by:
	By
	(Trustee, partner, or authorized officer. If a corporation, include certified copy of authorizing resolution.)

NOTE: If the entity owner is a trustee, custodian, or fiduciary of an Individual Retirement Account,
Keogh Plan without common law employees or employee benefit plan under which a plan
participant may exercise control over assets in his account, the signature of the plan
participant must also be supplied.

	Plan Participant
Signature(s) Guaranteed by:
	Type or Print Name

(Signature)

IF SUBMITTED IN ACCORDANCE WITH REQUIRED PROCEDURES, THE EXCHANGE REQUESTED HEREIN WILL BE EFFECTIVE AS OF THE BUSINESS DAY FOLLOWING TWO (2) BUSINESS DAYS AFTER THE DATE ON WHICH THIS EXCHANGE REQUEST WAS RECEIVED.

C-4

EXHIBIT D

THE FRONTIER FUND REQUEST FOR REDEMPTION

                    , 20    

(Please date)

THE FRONTIER FUND

c/o Equinox Fund Management, LLC

1660 Lincoln Street, Suite 100

Denver, Colorado 80264

Dear Sirs:

All capitalized and other defined terms used herein and not expressly defined herein shall have the same respective meaning as are assigned such terms in the final prospectus and disclosure document of the Trust and each Series thereof, constituting a part of each registration statement on Form S-1, as amended, filed with the Securities and Exchange Commission pursuant to which the Trust registered the Limited Units of a Series, as the same may at any time and from time to time be further amended or supplemented, as the same may at any time and from time to time be amended or supplemented after the effective date(s) of such registration statement(s) (the “Prospectus”). I hereby request redemption of the number of Units specified below, in the Series of the Trust indicated below, subject to all of the conditions set forth in the Trust Agreement, as described in the Prospectus:

                     Units in Balanced Series

                     Units in Graham Series

                     Units in Beach Series

                     Units in C-View Currency Series

                     Units in Dunn Series

(specify number of Units to be redeemed in each Series; if no number of Units is specified, it will be assumed that you wish to redeem ALL of your Units.)

Redemption will be effective as of the Business Day falling one (1) Business Day after receipt of the Request for Redemption by the Managing Owner (the “Redemption Date”), assuming that this Request for Redemption is received by the Managing Owner prior to 4:00 PM New York City Time on the Business Day immediately preceding the Redemption Date. The first permissible Redemption Date shall be the end of the first full week of trading activity by the Series in which the Units are owned (“Units”). I understand if I am redeeming all or a portion of my Units in the Class 1 of any Series during the first twelve (12) months following the effective date of their purchase, I will be subject to a redemption fee of up to 3.0% of the Net Asset Value at which they are being redeemed; provided, however, that the amount of the redemption fee shall be reduced pro rata on a daily basis by approximately 1/365^th each day following the end of the month in which I purchased such Units. I (either in my individual capacity or as an authorized representative of an entity, if applicable) hereby represent and warrant that I am the true, lawful, and beneficial owner of the Units to which this Request for Redemption relates, with full power and authority to request Redemption of such Units. Such Units are not subject to any pledge or otherwise encumbered in any fashion.

United States Taxable Limited Owners Only:

Under the penalties of perjury, I hereby certify that the Social Security Number or Taxpayer ID Number indicated on this Request for Redemption is my true, correct and complete Social Security Number or Taxpayer ID Number and that I am not subject to backup withholding under the provisions of Section 3406(a)(1)(C) of the Internal Revenue Code.

Non-United States Limited Owners Only:

Under penalties of perjury I hereby certify that (a) I am not a citizen or resident of the United States and have not been present in the United States for 183 days or more during any calendar year or (b) I am a non-United States corporation, partnership, estate or trust.

D-1

SIGNATURES ON REVERSE SIDE MUST BE IDENTICAL TO NAME(S)

IN WHICH UNITS OF TRUST ARE REGISTERED

UNITS REGISTERED IN THE NAME(S) OF:

Type or Print Name Social Security or Taxpayer ID

Street

City State Zip Code

	SIGNATURE(S)
	Individual Owner(s) or Assignee(s)
Signature(s) Guaranteed by:
	Signature(s) of owner(s) or assignee(s)
	Entity Owner (or assignee)
Signature(s) Guaranteed by:
	By
	(Trustee, partner, or authorized officer. If a corporation, include certified copy of authorizing resolution.)

NOTE: If the entity owner is a trustee, custodian, or fiduciary of an Individual Retirement Account,
Keogh Plan without common law employees or employee benefit plan under which a plan
participant may exercise control over assets in his account, the signature of the plan
participant must also be supplied.

	Plan Participant
Signature(s) Guaranteed by:
	Type or Print Name

(Signature)

THIS REQUEST FOR REDEMPTION MUST BE RECEIVED BY THE MANAGING OWNER AT LEAST ONE (1) BUSINESS DAY PRIOR TO THE DAY AS OF WHICH REDEMPTION IS TO BE EFFECTIVE.

D-2

EXHIBIT E

PRIVACY NOTICE

The importance of protecting the investors’ privacy is recognized by The Frontier Fund (the “Trust”) and Equinox Fund Management, LLC (the “Managing Owner”). The Trust and the Managing Owner protect personal information they collect about you by maintaining physical, electronic and procedural safeguards to maintain the confidentiality and security of such information.

Categories Of Information Collected.    In the normal course of business, the Trust and the Managing Owner may collect the following types of information concerning investors in the Trust who are natural persons:

• Information provided in the Subscription Agreements and other forms (including name, address, social security number, income and other financial-related information); and

• Data about investor transactions (such as the types of investments the investors have made and their account status).

How the Collected Information is Used.    Any and all nonpublic personal information received by the Trust or the Managing Owner with respect to the investors who are natural persons, including the information provided to the Trust by such an investor in the Subscription Agreement, will not be shared with nonaffiliated third parties which are not service providers to the Trust or the Managing Owner without prior notice to such investors. Such service providers include but are not limited to the Selling Agents, Clearing Broker, administrators, auditors and the legal advisers of the Trust. Additionally, the Trust and/or the Managing Owner may disclose such nonpublic personal information as required by applicable laws, statutes, rules and regulations of any government, governmental agency or self-regulatory organization or a court order. The same privacy policy will also apply to the former Limited Owners.

For questions about this privacy policy, please contact the Trust.

E-1

Until             , 2004 (90 days after the date of this Prospectus), all dealers effecting transactions in the registered securities whether or not participating in the distribution, may be required to deliver a Prospectus. This requirement is in addition to the obligation of dealers to deliver a Prospectus when acting as underwriters.

THE FRONTIER FUND

The date of this Part II is January 30, 2004

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13.    Other Expenses of Issuance and Distribution.

The expenses to be incurred in connection with the offering are as follows:

Description	Amount
Securities and Exchange Commission filing fee	$	27,095.00
NASD filing fee	$	25,500.00
Printing	$	75,000.00
Legal fees and expenses	$	830,000.00
Accounting fees	$	260,000.00
Blue Sky registration fees and expenses	$	32,405.00
Miscellaneous	$	0.00
Total	$	1,250,000.00

Item 14.    Indemnification of Directors and Officers.

Reference is made to Section 4.6 of Article IV at pages 27 to 28 of the Registrant’s Amended and Restated Declaration of Trust and Trust Agreement dated August 8, 2003, annexed to the Prospectus as Exhibit A, which provides for indemnification of the Managing Owner and Affiliates of the Managing Owner under certain circumstances.

Item 15.    Recent Sales of Unregistered Securities.

On August 21, 2003, the Registrant sold 10 Units of each Series to the Managing Owner for $6,000. No underwriting discount or sales commission was paid or received with respect to this sale. The Registrant claims an exemption from registration for this transaction based on Section 4(2) of the Securities Act of 1933, as amended, as a sale by an issuer not involving a public offering.

Item 16.    Exhibits and Financial Statement Schedules.

(a)    The following documents (unless otherwise indicated) are filed herewith and made a part of this Registration Statement:

1.1 Form of Selling Agent Agreement among the Registrant, Equinox Fund Management, LLC and the Selling Agents

4.1 Declaration of Trust and Amended and Restated Trust Agreement of the Registrant (annexed to the Prospectus as Exhibit A)

4.2 Form of Subscription Agreement (annexed to the Prospectus as Exhibit B)

4.3 Form of Exchange Request (annexed to the Prospectus as Exhibit C)

4.4 Form of Request for Redemption (annexed to the Prospectus as Exhibit D)

4.5 Form of Privacy Notice (annexed to the Prospectus as Exhibit E)

5.1 Opinion of Dorsey & Whitney LLP as to legality

5.2 Opinion of Richards, Layton & Finger as to legality and inter-Series liability

II-1

  8.1 Opinion of Dorsey & Whitney LLP as to income tax matters

10.1 Form of Escrow Agreement among the Registrant, Equinox Fund Management, LLC and the U.S. Bank National Association, Denver Colorado

10.2 Form of Brokerage Agreement between each Trading Company and UBS Securities, LLC

10.21 Form of Brokerage Agreement between each Trading Company and Banc of America Futures Incorporated

10.3 Form of Advisory Agreement among the Registrant, the Trading Company, Equinox Fund Management, LLC, and each Trading Advisor

23.1 The consent of Deloitte & Touche is included as part of the Registration Statement

23.2 The consent of Dorsey & Whitney LLP is included as part of the Registration Statement

23.3 The tax consent of Dorsey & Whitney LLP is included as part of the Registration Statement

(b) The following financial statements are included in the Prospectus:

1. The Frontier Fund

(i) Independent Auditors’ Report.

(ii) Statement of Financial Condition as of December 31, 2003.

(iii)  Notes to Statement of Financial Condition.

2. Equinox Fund Management, LLC

(i) Independent Auditors’ Report.

(ii) Consolidated Statement of Financial Condition as of December 31, 2003.

(iii)  Notes to Consolidated Statement of Financial Condition.

All schedules have been omitted as the required information is inapplicable or is presented in the Statements of Financial Condition or related notes.

Item 17.    Undertakings.

Registrant undertakes (a) to file, during any period in which offers or sales are being made, a post-effective amendment to the Registration Statement: (i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the “Act”), (ii) to reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement and (iii) to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; (b) that, for the purposes of determining any liability under the Act, each such post-effective amendment be deemed to be a new Registration Statement relating to the securities offered herein and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and (c) to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

Insofar as indemnification for liabilities arising under the Act may be permitted to the Managing Owner of Registrant, including its directors, officers and controlling persons, Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than for expenses incurred in a successful defense) is asserted against Registrant by the Managing Owner under the Declaration of Trust and Trust Agreement or otherwise, Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

II-2

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Pre-Effective Amendment No. 3 to Form S-1 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 30th day of January, 2004.

THE FRONTIER FUND
By:	Equinox Fund Management. LLC Managing Owner

By:	/s/     RICHARD E. BORNHOFT
	Richard E. Bornhoft President

Pursuant to the requirements of the Securities Act of 1933, as amended, this Pre-Effective Amendment No. 3 to Form S-1 Registration Statement has been signed below by the following persons in their capacities as directors or officers of Equinox Fund Management, LLC, the Managing Owner of the Registrant, on the dates indicated below.

Signature	Title	Date
/s/    RICHARD E. BORNHOFT         Richard E. Bornhoft	President, Chief Executive Officer and manager of Executive Committee	January 30, 2004
/s/    RON S. MONTANO         Ron S. Montano	Secretary and Chief Administration Officer	January 30, 2004
/s/    BRENT BALES	Chief Financial Officer	January 30, 2004
Brent Bales
/s/    JOHN C. PLIMPTON         John C. Plimpton	Member of Executive Committee	January 30, 2004
/s/    JOHN ZUMBRUNN         John Zumbrunn	Member of Executive Committee	January 30, 2004

(Being the principal executive officer, the principal financial officer, the principal accounting officer and a majority of the members of the Executive Committee of Equinox Fund Management, LLC)

II-3

EX-1.1

                                                                     EXHIBIT 1.1

                                THE FRONTIER FUND

                                                                Denver, Colorado
                                                                __________, 2003

                             SELLING AGENT AGREEMENT

     Equinox Fund Management, LLC, a Delaware limited liability company (the
"Managing Owner"), is the managing owner of The Frontier Fund (the "Trust"), a
statutory trust organized under Chapter 38 of Title 12 of the Delaware Code (the
"Delaware Act"). Wilmington Trust Company, a Delaware banking company (the
"Trustee"), is the trustee of the Trust and has delegated substantially all
responsibility for the management of the Trust's business and affairs to the
Managing Owner. The Trust has been formed primarily for the purpose of trading,
buying, selling, spreading or otherwise acquiring, holding or disposing of a
diversified portfolio of commodity futures, forward and options contracts. Units
of beneficial interest in the Trust (the "Units") will be issuable in multiple
series (the "Series"), each separately managed by one or more different trading
advisors (collectively, the "Trading Advisors"), each of which is registered
with the Commodity Futures Trading Commission (the "CFTC") as a commodity
trading advisor under the Commodity Exchange Act, as amended (the "CE Act"), and
is a member of the National Futures Association (the "NFA") in such capacity.
Each Series of Units will be separately valued and its assets will be segregated
from the assets of the other Series. Holders of Units ("Limited Owners") will
have the right to exchange, through redemption and purchase, Units of one Series
for Units of any other Series. The Trust proposes to offer to the public and to
sell to Subscribers (as hereinafter defined) acceptable to the Managing Owner,
the Units upon the terms and subject to the conditions set forth in this Selling
Agent Agreement (the "Agreement") and the Registration Statement (as hereinafter
defined) and the Prospectus (as hereinafter defined) included therein referred
to below. A maximum of $137,500,000 for the Balanced Series, $50,000,000 for the
Graham Series, $37,500,000 for the Beach Series, $12,500,000 for the C-View
Currency Series and $12,500,000 for the Dunn Series will be offered and sold
during the Initial Offering Period for each Series, and thereafter during the
Continuing Offering Period for each Series as such terms are hereinafter
defined. The Units of each Series will be offered at $100 per Unit during the
Initial Offering Period and thereafter at the Net Asset Value per Unit of the
applicable Series ("Series Net Asset Value"). All capitalized terms not
otherwise defined herein shall have the meanings ascribed to them in the
Prospectus.

     [__________________], a [_____________________________] (the "Selling
Agent"), will act as selling agent for the Trust on a "best efforts" basis.

     Section 1.   The Managing Owner and the Trust, jointly and severally,
represent and warrant to the Selling Agent that:

          (a)     A registration statement on Form S-1 for the Trust and as a
part thereof a combined prospectus for all Series with respect to all of the
Units being offered (which registration statement together with all amendments
thereto, at the times and in the forms declared effective by the Securities and
Exchange Commission (the "SEC") shall be referred to herein as the "Registration
Statement", and which prospectus in final form, together with all amendments and
supplements thereto, shall be referred to herein as the "Prospectus"), prepared
in full conformity with the applicable requirements of the Securities Act of
1933, as amended (the "1933 Act"), the CE Act, and the rules, regulations and
instructions promulgated under the 1933 Act and the CE Act, respectively, have
been



filed with the SEC, the National Association of Securities Dealers, Inc. (the
"NASD") and the NFA pursuant to the 1933 Act, the CE Act and the rules and
regulations promulgated, respectively, thereunder, as well as the rules and
regulations of the NASD and the NFA, in the form heretofore delivered to the
Selling Agent;

          (b)   To the best of their knowledge, no order preventing or
suspending the effectiveness of the Registration Statement or use of the
Prospectus or any previous prospectus with respect to the Units has been issued
by the SEC, the CFTC, the NASD, the NFA or any other federal, state or other
governmental agency or body. The Registration Statement contains all statements
which are required to be made therein, conforms in all material respects to the
requirements of the 1933 Act and the CE Act and the rules and regulations of the
SEC and the CFTC, respectively, thereunder, and does not contain an untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein (with respect to the
Prospectus, in light of the circumstances in which they were made) not
misleading; and, when the Registration Statement becomes effective under the
1933 Act and at all times subsequent thereto up to and including the Initial
Closing Date for each Series, and thereafter up to and including each subsequent
closing date during the Continuous Offering Period, as such terms are
hereinafter defined, the Registration Statement and the Prospectus will contain
all material statements and information required to be included therein by the
1933 Act and the CE Act and the rules and regulations, respectively, thereunder,
as well as the rules and regulations of the NASD and the NFA, and will conform
in all material respects to the requirements of the 1933 Act, the CE Act and the
rules and regulations, respectively, thereunder, as well as the rules and
regulations of the NASD and the NFA, and will not include any untrue statement
of a material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein (with respect to the
Prospectus, in light of the circumstances in which they were made) not
misleading; provided, however, that this representation and warranty shall not
apply to any statements or omissions made in reliance upon and in conformity
with information furnished in writing to the Trust or the Managing Owner by the
Selling Agent, the Trustee or their respective agents or by or on behalf of the
Trading Advisors or any other commodity trading advisor (an "Other Advisor")
engaged by the Managing Owner on behalf of the Trust for use therein, all
without prejudice to any defense that the Selling Agent may have based upon its
"due diligence" investigation under the 1933 Act;

          (c)   The Trust was duly formed and is validly existing as a statutory
trust in good standing under the Delaware Act, with full power and authority,
and all necessary authorizations, approvals and orders of and from all federal,
state and other governmental or regulatory officials and bodies, to carry out
its obligations under this Agreement, its certificate of trust (the "Trust
Certificate") and its amended and restated Declaration of Trust and Trust
Agreement, dated as of August 8, 2003 (the "Trust Agreement"), and to own its
properties and conduct its business as described in the Prospectus;

          (d)   On the date hereof, the Managing Owner is and, at all times
through the Initial Closing Date for each Series and thereafter through each
subsequent closing date, will be duly organized and validly existing as a
limited liability company under the laws of the State of Delaware with requisite
limited liability company power and authority, and all necessary authorizations,
approvals and orders of and from all required federal, state and other
governmental or regulatory officials and bodies, to (1) conduct its business,
(2) enter into the agreements, and (3) consummate the transactions, each as
described in the Prospectus; and on the date hereof the Managing Owner is and,
at all times through the Initial Closing Date for each Series and thereafter
through each subsequent closing date, will be duly qualified to conduct business
as a foreign limited liability company in good standing in every jurisdiction in
which the character of such business requires such qualification and the failure
to be so qualified would materially adversely affect its ability to act as
Managing Owner of the Trust and perform its obligations hereunder;

                                        2



          (e)   The offer and sale of the Units for each Series have been duly
authorized by the Managing Owner on behalf of the Trust, and the Units, when
issued, will constitute valid units of beneficial interest in the Trust which
conform to the description thereof contained in the Prospectus. The liability of
each Limited Owner will be limited as set forth in the Prospectus and the Trust
Agreement, and no Limited Owner will be subject to personal liability for the
debts, obligations, or liabilities of the Trust by reason of his being a Limited
Owner of the Trust other than as described in the Prospectus and the Trust
Agreement;

          (f)   This Agreement has been duly and validly authorized, executed
and delivered by the Managing Owner and the Trust and constitutes a valid and
binding agreement of the Managing Owner and the Trust enforceable in accordance
with its terms. Neither the offer and sale of the Units, the execution and
delivery of this Agreement, nor the compliance by the Trust or the Managing
Owner with all of the provisions of this Agreement will conflict with, or result
in a breach of any of the terms or provisions of, or result in a default under,
the provisions of the Trust Certificate or the Trust Agreement or the limited
liability company agreement of the Managing Owner (the "Limited Liability
Company Agreement") or the terms of any indenture, mortgage, deed of trust, loan
agreement, other evidence of indebtedness or other agreement or instrument to
which the Trust or the Managing Owner is a party or by which the Trust or the
Managing Owner is bound or to which any of the property or assets of the Trust
or the Managing Owner is subject, nor, to the best of their knowledge, any
applicable statute or any order, rule or regulation of any court or of any
federal, state or other governmental or regulatory agency or body having
jurisdiction over the Trust or the Managing Owner or any of their properties,
nor will any such actions result in the imposition of any lien, charge or
encumbrance upon any of the property or assets of the Trust or the Managing
Owner, and subsequent to the dates as of which information is given in the
Registration Statement and the Prospectus and except as set forth or
contemplated therein, neither the Trust nor the Managing Owner has incurred any
material liabilities or obligations (direct or contingent) or entered into any
material transactions not in the ordinary course of its business and no consent,
approval, authorization, order, registration or qualification of or with any
court or any federal, state or other governmental or regulatory agency or body
is required for the issue and sale of the Units or the consummation of the other
transactions contemplated by this Agreement, except the registration of the
Managing Owner under the CE Act as a commodity pool operator, membership by the
Managing Owner in the NFA in such capacity, the registration of the Units under
the 1933 Act, submission of the Prospectus to the NASD, CFTC and NFA, and such
consents, approvals, authorizations, orders, registrations or qualifications as
may be required by securities or Blue Sky laws in connection with the offer and
sale of the Units;

          (g)   Deloitte and Touche LLP, who has examined certain financial
statements of the Managing Owner and the Trust, is an independent public
accountant, as required by the CE Act and the 1933 Act and the rules and
regulations of the CFTC and SEC, respectively, thereunder;

          (h)   The Trust has been capitalized as set forth in the Prospectus;

          (i)   The Trust and the Managing Owner have complied, and will
continue to comply, in all material respects with all laws, rules and
regulations having application to its or their business, including rules and
regulations promulgated by the CFTC and NFA, the violation of which would
materially and adversely affect the business, financial condition or earnings of
the Trust or the Managing Owner; and there are no actions, suits or proceedings
pending or, to the best of the knowledge of the Trust or the Managing Owner,
threatened against it or them, at law or in equity or before or by any federal,
state, municipal or other governmental or regulatory department, commission,
board, bureau, agency or instrumentality, or by any commodity or security
exchange worldwide in which an adverse decision would materially and adversely
affect the business, financial condition, earnings or properties of the Trust

                                        3



or the Managing Owner or their ability to comply with, and perform their
obligations under this Agreement, and which are not adequately disclosed in the
Prospectus;

          (j)   On or before the Initial Closing Date for each Series, and
thereafter, on or before each subsequent closing date, the Managing Owner shall
have purchased or subscribed for the General Units required of it by the Trust
Agreement and shall have a Net Worth (as defined in the Trust Agreement) equal
to or in excess of the requirements therein;

          (k)   The financial statements of the Managing Owner and the Trust
contained in the Registration Statement and the Prospectus fairly present the
financial condition thereof and the results of operations as of the dates and
for the periods therein specified; and such financial statements have been
prepared in accordance with generally accepted accounting principles in the
United States consistently applied throughout the periods involved; and no other
financial statements are required by Form S-1 to be included in the Registration
Statement or the Prospectus;

          (l)   There are no contracts or other documents which are required to
be filed as Exhibits to the Registration Statement by the 1933 Act or the CE Act
or by the rules and regulations of the SEC or CFTC, respectively, thereunder, or
by the rules and regulations of the NASD or NFA, which have not been filed as
required; and

          (m)   The Trust has the power and authority to enter into the various
contractual obligations and agreements referred to in the Prospectus, and the
execution and delivery of such agreements by the Trust and by the Managing Owner
on behalf of the Trust, the consummation of the transactions contemplated
therein, and the compliance with all of the terms thereof by the Trust and the
Managing Owner will be in compliance in all material respects with all
applicable legal requirements to which either the Trust or the Managing Owner is
subject and will not conflict with or constitute a breach of or default under,
the terms or provisions of any order of the SEC, the NASD, the CFTC, or the NFA,
the Trust Agreement, the Trust Certificate, the Limited Liability Company
Agreement, or any other agreement or instrument to which either the Trust or the
Managing Owner is a party or by which either is bound.

     Section 2. The Selling Agent represents and warrants to the Managing Owner
and the Trust that:

          (a)   it is registered as a broker-dealer under the Securities
Exchange Act of 1934, as amended (the "Exchange Act") and in each State where it
will make offers or sales of Units;

          (b)   it is a member of the NASD and is in material compliance with
all material rules and regulations applicable to the Selling Agent generally
and, to its knowledge, applicable to the Selling Agent's participation in the
offering of Units;

          (c)   it is duly organized and validly existing under the laws of the
jurisdiction of its organization;

          (d)   it has full power and authority to enter into this Agreement and
to perform its obligations under this Agreement;

          (e)   this Agreement has been duly and validly authorized, executed
and delivered by the Selling Agent and is a valid and binding agreement of the
Selling Agent enforceable in accordance with its terms;

                                        4



          (f)   it will deliver to each purchaser, prior to any submission by
such person of a written offer relating to the purchase of the Units, a copy of
the Prospectus, as it may have been most recently amended or supplemented by the
Managing Owner or the Trust;

          (g)   it will not intentionally take any action which it reasonably
believes would cause the offering of Units to violate the provisions of the 1933
Act, the Exchange Act, the respective rules and regulations promulgated
thereunder or applicable "blue sky" laws or any state or jurisdiction;

          (h)   The Selling Agent further represents and warrants that, in
recommending to any person the purchase or sale of Units, it shall:

                (1)   use commercially reasonable efforts to determine, on the
     basis of information obtained from the prospective purchaser concerning the
     prospective purchaser's investment objectives, the prospective purchaser's
     other investments and the prospective purchaser's financial situation and
     needs, and any other information known by the Selling Agent through the
     review of its offeree questionnaire completed by such prospective
     purchaser; and

                (2)   maintain in the Selling Agent's files documents disclosing
     the basis upon which the determination of suitability was reached as to
     each purchaser for at least six (6) years.

          (i)   In compliance with the NASD Conduct Rules, it will not sell
Units to discretionary accounts with prior specific written approval of the
Customer

     Section 3. (a) Subject to the terms and conditions, and on the basis of the
representations, warranties and covenants herein set forth, the Trust hereby
appoints the Selling Agent as its selling agent and the Selling Agent agrees to
use its best efforts to procure Subscribers during the Initial Offering Period
and the Continuous Offering Period on the terms and conditions set forth, and
for the periods described, in the Prospectus.

          (b)   The Trust acknowledges that the Selling Agent has no present
intention to retain certain selected brokers or dealers ("Additional Sellers")
but that the Selling Agent maintains the right to retain Additional Sellers in
the future, which in such case the Additional Sellers, if located in the United
States, will be members of the NASD and will execute a selected dealers
agreement to be agreed upon between the parties.

          (c)   During the Initial Offering Period and the Continuous Offering
Period, all Selling Agent branch offices will be required to forward
subscriptions to the Managing Owner no later than noon of the first Business Day
following receipt of an acceptable subscription agreement from a subscriber for
Units (each, a "Subscriber"). The Managing Owner shall have sole responsibility
for determining whether Subscribers are qualified to become Limited Owners in
the Trust and for accepting subscriptions and determining their validity. The
Selling Agent agrees to use its best efforts to cause Subscribers to prepare
their subscriptions in proper form. The Selling Agent shall deposit the
subscription proceeds from the sale of Units in each Series (the "Proceeds")
during the Initial Offering Period in escrow accounts designated by the Series
at U.S. Bank National Association in Denver, Colorado (the "Escrow Agent"), for
the separate benefit of the Subscribers of each Series on the second Business
Day following the receipt by the Managing Owner of completed subscription
agreements accompanied by such Proceeds. Proceeds will be transferred to the
escrow accounts at the Escrow Agent by check from the Subscriber or via wire
transfer from the Subscriber's account. The Managing Owner will determine
whether to accept or reject all subscriptions within two (2) Business Days
following receipt of subscription documents from the Selling Agent. Upon
notification by the Managing Owner to the Escrow Agent that a subscription for
Units of a Subscriber has been rejected, for whatever reason, or in the event
that the Subscriber rescinds its subscription in conformity with the
requirements of the North American Securities Administrators Association Inc.
Guidelines for Registration of Commodity Pool Programs, the Escrow Agent shall
by check or wire transfer return any Proceeds held in escrow, excluding any
interest thereon, to the payor of

                                        5



such Proceeds. The Escrow Agent shall make interest payments to the Trust to be
retained by the Trust for the benefit of all investors in the applicable Series
of Units by delivering a check in the amount equal to the interest allocable by
Series to each Subscriber. If subscriptions for the minimum number of Units in a
Series set forth in the Prospectus (after taking into account the Managing
Owner's contribution) have not been made by the conclusion of the Initial
Offering Period for a Series, then all Proceeds deposited in the escrow account
designated for that Series, excluding any interest thereon, shall be returned
(in the same way described above in the case of a rejected or rescinded
subscription) to the payor of such Proceeds on a pro rata basis (and taking into
account the amount and time of deposit), no later than ten (10) Business Days
after the termination of the Initial Offering Period for the affected Series, or
as soon thereafter as practicable if payment cannot be made in such time period.

          (d)   During the Continuous Offering Period, the Managing Owner also
will determine whether to accept or reject all subscriptions received and will
do so (1) within two (2) Business Days following receipt from the Selling Agent
of a "Request for Exchange" (in the form attached to the Prospectus as Exhibit
C) or the "Subscription Agreement" (in the form attached to the Prospectus as
Exhibit B) with respect to a Limited Owner in an existing Series and (2) within
two (2) Business Days following receipt of subscription documents from the
Selling Agent for a new Subscriber. For subscriptions which are accepted,
Proceeds will be transferred to the Escrow Agent by check from the Subscriber or
via wire transfer from the Subscriber's account. For an existing Limited Owner,
such transfer will occur on the first Business Day which first follows the date
on which the Managing Owner accepts the subscription. For a new Subscriber, such
transfer will occur on the second Business Day after the subscription documents
are delivered by the Subscriber to the Selling Agent (or an Additional Seller).

          (e)   On the Initial Closing Date for a Series, and thereafter on each
subsequent closing date with respect to that Series, the acceptance, delivery,
and receipt of subscriptions for Units will be subject to the terms and
conditions set forth in this Agreement, including, but not limited to, (1) the
payment of the full subscription price for Units and delivery of a properly
completed Subscription Agreement/Power of Attorney by each Subscriber; (2) the
fact that a new Subscriber's subscription will not be final and binding until
two (2) Business Days following the Subscriber's delivery of his subscription
documents to the Selling Agent (or an Additional Seller), and (3) compliance
with Section 7 hereof. Upon the satisfaction of such terms and conditions, the
aggregate subscription price for Units (inclusive of any interest earned on such
subscriptions while held in escrow which will be retained by the Trust for the
benefit of all investors in the applicable Series of Units) will be paid and
delivered to the Trust in accordance with the Escrow Agreement.

          (f)   The Selling Agent agrees that it will not take any of the
following action against the Trust: (1) seek a decree or order by a court having
jurisdiction in the premises (A) for relief in respect of the Trust in an
involuntary case or proceeding under the Federal Bankruptcy Code or any other
federal or state bankruptcy, insolvency, reorganization, rehabilitation,
liquidation or similar law or (B) adjudging the Trust a bankrupt or insolvent,
or seeking reorganization, rehabilitation, liquidation, arrangement, adjustment
or composition of or in respect of the Trust under the Federal Bankruptcy Code
or any other applicable federal or state law, or appointing a custodian,
receiver, liquidator, assignee, trustee, sequestrator (or other similar
official) of the Trust or of any substantial part of any of its properties, or
ordering the winding up or liquidation of any of its affairs, (2) seek a
petition for relief, reorganization or to take advantage of any law referred to
in the preceding clause; or (3) file an involuntary petition for bankruptcy
(collectively "Bankruptcy or Insolvency Action").

          (g)   In addition, the Selling Agent agrees that for any obligations
due and owing to it by any Series, the Selling Agent will look solely and
exclusively to the assets of such Series or the Managing Owner, if it has
liability in its capacity as Managing Owner, to satisfy its claims and will not
seek to attach or otherwise assert a claim against the other assets of the
Trust, whether or not there is a

                                        6



Bankruptcy or Insolvency Action taken. The parties agree that this provision
will survive the termination of this Agreement, whether terminated in a
Bankruptcy or Insolvency Action or otherwise.

          (h)   This Agreement has been made and executed by and on behalf of
the Trust and the Managing Owner and the obligations of the Trust and/or the
Managing Owner set forth herein are not binding upon any of the Limited Owners
individually but are binding only upon the assets and property identified above
and no resort shall be had to the assets of other Series issued by the Trust or
the Limited Owners' personal property for the satisfaction of any obligation or
claim hereunder.

     Section 4. Selling Commissions. (a) Units in the Class 1 of each Series.
(1) As compensation, the Selling Agent shall receive from the Managing Owner an
initial service fee at an annual rate of up to 3.0% of the subscription amount
of each subscription of Units in the Class 1 of the Series sold by it. After the
expiration of twelve (12) months following the purchase of Units in the Class 1
of any Series of Units, the Selling Agent shall also receive a monthly on-going
service fee of up to 1/12th of 3.0% (approximately 3.0% annually) of the Net
Asset Value of each Unit in the Class 1 sold by them on an on-going basis for
customary on-going services provided to the Trust and its Limited Owners for
commodities related brokerage services. Such on-going services may include,
without limitation, advising Limited Owners of the Net Asset Value of the Trust,
of the relevant Series of the Trust and of their Units in such Series,
responding to Limited Owners' inquiries about monthly statements and annual
reports and tax information provided to them, advising Limited Owners whether to
make additional capital contributions to the Trust or to redeem their Units,
assisting with redemptions of Units, providing information to Limited Owners
with respect to futures and forward market conditions and providing further
services as may be requested by the Limited Owners.

                (2)   The initial service fee and on-going service fee will be
     calculated according to the following scale:

                      Aggregate Amount of Investment in
                      Units in the Class 1:                       Percentage:

                      $0 - $99,999                                3.00%

                      $100,000- $499,999                          2.50%

                      $500,000 and above                          1.25%

     (b) Units in the Class 2 of each Series. With respect to Units in the Class
2 of each Series, the Selling Agent will receive no initial service fees for any
Unit in the Class 2 of the Series sold by it. The Managing Owner shall pay the
Selling Agent customary on-going service fees in an amount equal to 0.X% of the
Net Asset Value of such Units in the Class 2 as compensation for certain
on-going services provided to the Trust and its Limited Owners for commodities-
related brokerage services. Such on-going services may include, without
limitation, advising Limited Owners of the Net Asset Value of the Trust, of the
relevant Series of the Trust and of their Units in such Series, responding to
Limited Owners' inquiries about monthly statements and annual reports and tax
information provided to them, advising Limited Owners whether to make additional
capital contributions to the Trust or to redeem their Units, assisting with
redemptions of Units, providing information to Limited Owners with respect to
futures and forward market conditions and providing further services as may be
requested by the Limited Owners.

     (c) In the event that the offering of Units of any Series is terminated
prior to the initial escrow break for such Series, the Selling Agent shall not
be entitled to any compensation in connection with the offering of such Series
except for the reimbursement of expenses.

     Section 5. Compliance with Rule 2810 and General Laws. (a) It is understood
that the Selling Agent has no commitment with regard to the sale of the Units
other than to use its best efforts. In connection with the offer, sale and
distribution of the Units, the Selling Agent represents and warrants that it
will comply fully with all applicable laws and regulations, and the rules,
policy statements and interpretations of the NASD, the SEC, the CFTC, state
securities administrators and any other regulatory or self-regulatory body. In
particular, and not by way of limitation, the Selling Agent represents and
warrants that it is familiar with Rule 2810 of the NASD Conduct Rules and that
it will comply fully with all the terms thereof in connection with the offering
and sale of the Units. The Selling Agent will not

                                        7



execute any sales of Units from a discretionary account over which it has
control without prior written approval of the customer in whose name such
discretionary account is being maintained.

          (b)   The Selling Agent agrees not to recommend the purchase of Units
to any Subscriber unless the Selling Agent shall have reasonable grounds to
believe, on the basis of information obtained from the Subscriber concerning,
among other things, the Subscriber's investment objectives, other investments,
financial situation and needs, that: (1) (to the extent relevant for the
purposes of Rule 2810 and giving due consideration to the fact that the Trust is
in no respects a "tax shelter") the Subscriber is or will be in a financial
position appropriate to enable the Subscriber to realize to a significant extent
the benefits of the Trust, including the tax benefits (if any) described in the
Prospectus; (2) the Subscriber has a fair market net worth sufficient to sustain
the risks inherent in participating in the Trust; (3) the Subscriber qualifies
as an acceptable Subscriber on the basis set forth in the Prospectus, the
Subscription Agreement and the State Suitability Requirements contained therein;
(4) the Subscriber is not a "Prohibited Investor," as such term is defined in
the Subscription Agreement, and acceptance of the Subscriber's subscription will
not otherwise breach any laws, rules and regulations designed to avoid money
laundering applicable to either the Selling Agent, the Managing Owner or the
Trust; and (5) the Units are otherwise a suitable investment for the Subscriber.
The Selling Agent agrees to maintain such records as are required by the
applicable rules of the NASD and the SEC for purposes of determining investor
suitability for the time periods otherwise required by the NASD and the SEC. In
connection with making the foregoing representations and warranties, the Selling
Agent further represents and warrants that it has, among other things, examined
the Prospectus including, without limitation the sections listed below and
obtained such additional information from the Managing Owner regarding the
information set forth thereunder as the Selling Agent has deemed necessary or
appropriate to determine with the Prospectus adequately and accurately discloses
all material facts relating to an investment in the Trust and provides and
adequate basis to Subscribers for evaluating an investment in the Units:

                "RISK FACTORS;"

                "DESCRIPTION OF THE TRUST, TRUSTEE, MANAGING OWNER AND
                AFFILIATES;"

                "PROJECTED TWELVE-MONTH "BREAK-EVEN" ANALYSIS;"

                "FEES AND EXPENSES;"

                "WHO MAY SUBSCRIBE;"

                "THE OFFERING;"

                "SUMMARY OF AGREEMENTS;" and

                "FEDERAL INCOME TAX CONSEQUENCES."

In connection with making the representations and warranties set forth in this
paragraph, the Selling Agent has not relied on inquiries made by or on behalf of
any other parties.

          (c)   The Selling Agent agrees to inform all prospective purchasers of
Units of all pertinent facts relating to the liquidity and marketability of the
Units as set forth in the Prospectus.

          (d)   The Selling Agent shall cause its Additional Sellers to certify
in writing that such Additional Seller has made the required determinations in
each Subscription Agreement submitted by the

                                        8



Additional Seller in respect of a Subscriber; provided, however, that such
determinations shall not be binding on the Managing Owner.

          (e)   Each party agrees that no subscription will be deemed final and
binding on any new Subscriber until at least five (5) Business Days after the
date the Subscriber receives the Prospectus. In connection therewith, the
Selling Agent agrees to indicate in each Subscription Agreement submitted by an
Additional Seller in respect of a Subscriber the date on which the Prospectus
was delivered to that Subscriber.

          (f)   The Selling Agent represents, warrants and covenants that it:
(1) maintains anti-money laundering policies and procedures that comply with the
Bank Secrecy Act of 1970, as amended, and applicable federal anti-money
laundering regulations, including policies and procedures to verify the identity
of prospective Subscribers ("AML Laws, Regulations and Policies"); (2) complies
with AML Laws, Regulations and Policies; (3) will promptly deliver to the
Managing owner, to the extent permitted by applicable law, notice of any AML
Laws, Regulations and Policies violation, suspicious activity, suspicious
activity investigation or filed suspicious activity report that relates to any
prospective Subscriber for Units; and (4) will cooperate with the Managing owner
and deliver information reasonably requested by the Managing Owner concerning
Subscribers that purchased Units sold by the Selling Agent necessary for the
Managing Owner or the Trust to comply with AML Laws, Regulations and Policies.

     Section 6. The Trust and Managing Owner each agree with the Selling Agent:

          (a)   To advise the Selling Agent, promptly after it receives notice
thereof, of the time when the Registration Statement becomes effective or any
Prospectus has been filed with the SEC, the NASD, the NFA or any other federal,
state or other governmental or regulatory or self-regulatory agency or body, of
the issuance by the SEC, the CFTC, the NASD, the NFA or any other federal, state
or other governmental or regulatory or self-regulatory agency or body of any
stop order or of any order to prevent or suspend the use of the Prospectus, or
the initiation or threat of any proceeding for any such purpose or any request
by the SEC, the CFTC, the NASD, the NFA or any other federal, state or other
governmental or regulatory or self-regulatory agency or body to amend or
supplement the Registration Statement or Prospectus, or for additional
information; and in the event of the issuance of any stop order or of any order
preventing or suspending the use of the Prospectus or suspending any such
qualification, promptly to use its best efforts to obtain its withdrawal;

          (b)   To furnish the Selling Agent with copies of the Prospectus in
such quantities as Selling Agent may from time to time reasonably request, and
if delivery of a Prospectus is required at any time prior to the expiration of
nine (9) months after the date of any Prospectus and in such time any event
shall have occurred as a result of which such Prospectus would include an untrue
statement of a material fact or omit to state any material fact required to be
stated therein or necessary in order to make the statements therein, in the
light of the circumstances under which they were made when such Prospectus was
delivered to the Selling Agent, not misleading, or if for any other reason it
shall be necessary to amend or supplement the Prospectus in order to comply with
the 1933 Act, the CE Act, or any other law, rule or regulation of any federal,
state or other governmental, regulatory or self-regulatory agency or body,
including, but not limited to, such amendments and supplements as may be
required because of the selection of any Other Advisor, to notify the Selling
Agent and upon the Selling Agent's request to prepare and furnish, without
charge to the Selling Agent, as many copies as the Selling Agent may from time
to time reasonably request of an amended Prospectus or a supplement to such
Prospectus which will correct such misstatement or omission or effect such
compliance;

          (c)   Promptly from time to time to take such action as the Selling
Agent may reasonably request to use its best efforts to qualify the Units for
offering and sale under the securities or

                                        9



Blue Sky laws of such jurisdictions as the Selling Agent may request and to
comply with such laws so as to permit the continuance of sales in such
jurisdictions for so long as may be necessary to complete the distribution
thereof;

          (d)   To make generally available to its security holders as soon as
practicable, but in any event not later than the fifteenth (15/th/) month
following the month in which the Initial Closing Date occurs, an earnings
statement of the Trust (which need not be audited) complying with Section 11(a)
of the 1933 Act and covering a period of at least twelve (12) consecutive months
beginning after the effective date of the Registration Statement;

          (e)   To furnish the Selling Agent with copies of all reports or other
communications (financial or other) furnished to the Limited Owners, and to
deliver to the Selling Agent, as soon as they are available, copies of any
reports and financial statements furnished to or filed with the SEC, the CFTC,
the NASD, the NFA and any other federal, state or other governmental or
regulatory or self-regulatory agency or body; and

          (f)   To furnish, without charge to the Selling Agent, two (2) signed
copies of the Registration Statement, including all financial statements and
Exhibits thereto, and such number of conformed copies of the Registration
Statement, including all financial statements, as the Selling Agent may
reasonably request.

     Section 7. The obligations of the Selling Agent hereunder shall be subject,
in its discretion, to the condition that all representations, warranties,
covenants and other statements of the Trust and the Managing Owner herein are,
at and as of the time of effectiveness of each Registration Statement, true and
correct, the condition that each of the Trust and the Managing Owner shall have
performed all of its and their obligations hereunder theretofore to be
performed, and the following additional conditions:

          (a)   The Registration Statement shall have become effective, and the
Selling Agent shall have received notice thereof; no stop order suspending the
effectiveness of the Registration Statement shall have been issued and no
proceeding for that or any similar purpose shall have been initiated or
threatened by the SEC, the CFTC, the NASD or the NFA; and all requests for
additional information on the part of the SEC, the NASD, the NFA and/or the CFTC
shall have been complied with to the reasonable satisfaction of the Selling
Agent and its counsel.

          (b)   All documents and certificates required to be delivered to the
Selling Agent on the Initial Closing Date of a Series, or on the appropriate
subsequent closing date, as the case may be such agreement being dated on or
about the date of the initial Prospectus, shall have been delivered in form and
substance satisfactory to the Selling Agent and its counsel; and there shall
have been no material changes in the Registration Statement or the Prospectus.

     Section 8. (a) This Agreement shall be terminated at the conclusion of the
Continuous Offering Period with respect to each Series.

          (b)   Until such time as this Agreement shall terminate with respect
to each Series pursuant to subsection (a) of this Section 8, this Agreement may
be terminated by the Selling Agent, at the Selling Agent's option, by giving
thirty (30) days' notice to the Trust and the Managing Owner, if:

                (1)   there shall have been, since the respective dates as of
     which information is given in the Registration Statement, any material
     adverse change in the condition, financial or otherwise, of the Trust or
     the Managing Owner which change, in the judgment of the Selling Agent,
     shall render it inadvisable to proceed with the offer and sale of the
     Units; or

                                       10



                  (2)   the Registration Statement and/or the Prospectus is not
     amended promptly after written request by the Selling Agent for it to be so
     amended because an event has occurred which, in the opinion of counsel for
     the Selling Agent, should be set forth in the Registration Statement or the
     Prospectus in order to make the statements therein not misleading; or

                  (3)   any of the conditions specified in Section 7 hereof
     shall not have been fulfilled when and as required by this Agreement to be
     fulfilled; or

                  (4)   there shall have been (A) a general suspension of, or a
     general limitation on prices for, trading in (i) commodity futures or
     option contracts on commodity exchanges in the United States, or (ii) other
     commodities instruments, or (B) any other national or international
     calamity or crisis in the financial markets of the United States to the
     extent that it is determined by the Selling Agent, in its discretion, that
     such limitations would materially impede the Trust's trading activities or
     make the offering or delivery of the Units impossible or impractical; or

                  (5)   there shall have been a declaration of a banking
     moratorium by federal, New York or Delaware authorities.

          (c)     In addition to subsection (b) of this Section 8, this
Agreement may be terminated with respect to a Series by written agreement among
the parties hereto. The termination of this Agreement for any reason set forth
in this Section 8 shall not affect the obligations of the Trust contained in
Section 10 hereof; nor shall the termination of this Agreement with respect to
one Series for any reason affect the obligations of the parties with respect to
any other Series.

          (d)     The Initial Closing Date with respect to a Series shall be a
date selected by the Selling Agent on written notice to the Managing Owner, not
less than five (5) and not more than fifteen (15) Business Days following the
termination of the Initial Offering Period with respect to that Series. Each
subsequent closing date with respect to a Series shall be the date of the first
Business Day during the Continuous Offering Period with respect to that Series.
Notwithstanding anything to the contrary herein, each Closing with respect to a
Series shall be held on such date, at such time and at such place as the
Managing Owner and the Selling Agent may agree upon.

     Section 9.   Indemnification

          (a)     The Selling Agent shall not be liable to the Trust, the
Trustee or the Managing Owner for any loss, liability, claim, damage, expense,
fine, penalty, cost or expense (including, without limitation, attorneys' and
accountants' fees and disbursements), judgments and amounts paid in settlement
(collectively, "Losses") caused by any act or omission to act of the Selling
Agent in connection with the performance of services under this Agreement,
except as a result of any acts or omissions to act on the part of the Selling
Agent or its Principals or Affiliates which constitute negligence, misconduct or
a breach of any of the representations, warranties, covenants or agreements of
the Selling Agent contained in this Agreement.

          (b)     The Managing Owner and the Trust, solely out of the
Contracting Series Assets (as hereinafter defined) shall indemnify and hold
harmless the Selling Agent and its officers, directors, shareholders,
principals, employees, agents or affiliates (collectively, "Principals and
Affiliates") from and against any and all Losses to which such persons may
become subject arising out of or in connection with this Agreement, the
transactions contemplated hereby or the fact that the Selling Agent is or was a
selling agent of the Trust arising out of or based upon (1) any untrue statement
of material fact contained in this Agreement, the Prospectus or any application
or written communication executed by the Managing

                                       11



Owner or the Trust filed in any jurisdiction in order to qualify the Units under
the securities laws thereof (collectively, the "Documents"), (2) any omission
from the Documents of a material fact required to be stated therein or necessary
to make the statements therein not misleading, or (3) any breach of any
representation, warranty, covenant or agreement made by the Managing Owner or
the Trust in this Agreement, except to the extent that any such Losses arise out
of, relate to, or are based upon the Selling Agent's failure to meet the
standard of liability applicable to it under Section 9(a) above.

          (c)     The Selling Agent agrees to indemnify and hold harmless the
Trust, the Trustee and the Managing Owner and the Principals and Affiliates of
the Trustee and the Managing Owner from and against all Losses incurred by any
of them arising out of or based upon the Selling Agent's failure to meet the
standard of liability set forth in Section 9(a).

          (d)     Promptly after receipt by any of the indemnified parties under
this Agreement of notice of any Proceeding, the party seeking indemnification
(the "Indemnitee") shall notify the party from which indemnification is sought
(the "Indemnitor") in writing of the commencement thereof if a claim with
respect thereof is to be made under this Agreement. To the extent that the
Indemnitor has actual knowledge of the commencement of such Proceeding, the
failure to notify the Indemnitor shall not relieve such Indemnitor from any
indemnification liability which it may have to such Indemnitee pursuant to this
Section 9, and the omission to notify the Indemnitor shall not relieve the
Indemnitor from any obligation or liability which it may have to any such
Indemnitee otherwise than under this Section 9. The Indemnitor shall be entitled
to participate in the defense of any such Proceeding and to assume the defense
thereof with the assistance of counsel reasonably satisfactory to the
Indemnitee. In any such Proceeding, the Indemnitee shall have the right to
retain its own counsel, but the fees and expenses of such counsel shall be at
the Indemnitee's own expense unless (i) otherwise agreed by the Indemnitor and
Indemnitee or (ii) the named parties to any such Proceeding (including any
impleaded parties) include both the Indemnitor and the Indemnitee, and
representation of both parties by the same counsel would be inappropriate due to
actual or potential differing interests between them or the existence of
different or additional defenses (it being understood, however, that the
Indemnitor shall not be liable for legal fees or other expenses of more than one
separate firm of attorneys for all such Indemnitees, which firm shall be
designated in writing by such Indemnitees and be reasonably acceptable to the
Indemnitor). The Indemnitee shall cooperate with the Indemnitor in connection
with any such Proceeding and shall make all personnel, books and records
relevant to the Proceeding available to the Indemnitor and grant such
authorizations or powers of attorney to the agents, representatives and counsel
of the Indemnitor as the Indemnitor may reasonably consider desirable in
connection with the defense of any such Proceeding.

          (e)     In the event that a person entitled to indemnification under
this Section 9 is made a party to any Proceeding alleging both matters for which
indemnification can be made hereunder and matters for which indemnification may
not be made hereunder, such person shall be indemnified only for that portion of
the Loss incurred in such Proceeding which relates to the matters for which
indemnification can be made.

          (f)     None of the indemnifications contained in this Section 9 shall
be applicable with respect to default judgments, confessions of judgment or
settlements entered into by the party claiming indemnification without the prior
written consent, which shall not be unreasonably withheld, or the party
obligated to indemnify such party.

          (g)     The indemnification provisions of this Agreement shall survive
the termination of this Agreement. The indemnification agreements in this
Section 9 shall be in addition to any liability which the Selling Agent may
otherwise have. Nothing contained in this Section 9 or elsewhere in this
Agreement shall be construed as an admission that the Selling Agent is an
"underwriter" of the Units within the meaning of the 1933 Act.

                                       12



     Section 10.  Each of the Managing Owner and the Selling Agent agrees and
consents (the "Consent") to look solely to each Series that is being offered
pursuant to this Agreement (the "Contracting Series") and the assets (the
"Contracting Series Assets") of the Contracting Series and to the Managing Owner
and its assets for payment. The Contracting Series Assets include only those
funds and other assets that are paid, held or distributed to the Trust on
account of and for the benefit of the Contracting Series, including, without
limitation, funds delivered to the Trust for the purchase of interests in a
Series. In furtherance of the Consent, each of the Managing Owner and the
Selling Agent agrees that any debts, liabilities, obligations, indebtedness,
expenses and claims of any nature and of all kinds and descriptions
(collectively, "Claims") incurred, contracted for or otherwise existing arising
from, related to or in connection with the Trust and its assets and the
Contracting Series and the Contracting Series Assets, shall be subject to the
following limitations:

          (a)     Subordination of certain claims and rights. (1) except as set
forth below, the Claims, if any, of the Managing Owner or the Selling Agent (the
"Subordinated Claims") shall be expressly subordinate and junior in right of
payment to any and all other Claims against the Trust and any Series thereof,
and any of their respective assets, which may arise as a matter of law or
pursuant to any contract; provided, however, that the Claims of each of the
Managing Owner and the Selling Agent (if any) against the Contracting Series
shall not be considered Subordinated Claims with respect to enforcement against
and distribution and repayment from the Contracting Series, the Contracting
Series Assets and the Managing Owner and its assets; and provided further that
the valid Claims of either the Managing Owner or the Selling Agent, if any,
against the Contracting Series shall be pari passu and equal in right of
repayment and distribution with all other valid Claims against the Contracting
Series and (2) the Managing Owner and the Selling Agent will not take, demand or
receive from any Series or the Trust or any of their respective assets (other
than the Contracting Series, the Contracting Series Assets and the Managing
Owner and its assets) any payment for the Subordinated Claims;

          (b)     The Claims of each of the Managing Owner and the Selling Agent
with respect to the Contracting Series shall only be asserted and enforceable
against the Contracting Series, the Contracting Series Assets and the Managing
Owner and its assets; and such Claims shall not be asserted or enforceable for
any reason whatsoever against any other Series, the Trust generally or any of
their respective assets;

          (c)     If the Claims of the Managing Owner or the Selling Agent
against the Contracting Series or the Trust are secured in whole or in part,
each of the Managing Owner and the Selling Agent hereby waives (under section
1111(b) of the Bankruptcy Code (11 U.S.C. S 1111(b)) any right to have any
deficiency Claims (which deficiency Claims may arise in the event such security
is inadequate to satisfy such Claims) treated as unsecured Claims against the
Trust or any Series (other than the Contracting Series), as the case may be;

          (d)     In furtherance of the foregoing, if and to the extent that the
Managing Owner and the Selling Agent receives monies in connection with the
Subordinated Claims from a Series or the Trust (or their respective assets),
other than the Contracting Series, the Contracting Series Assets and the
Managing Owner and its assets, the Managing Owner and the Selling Agent shall be
deemed to hold such monies in trust and shall promptly remit such monies to the
Series or the Trust that paid such amounts for distribution by the Series or the
Trust in accordance with the terms hereof; and

          (e)     The foregoing Consent shall apply at all times notwithstanding
that the Claims are satisfied, and notwithstanding that the agreements in
respect of such Claims are terminated, rescinded or canceled.

                                       13



     Section 11.  Miscellaneous. (a) Assignment. This Agreement may not be
assigned by any of the parties hereto without the express prior written consent
of the other parties hereto.

          (b)     Successors. This Agreement is made solely for the benefit of,
and shall be binding upon, the Selling Agent, the Trust and the Managing Owner
and the respective successors and assigns of each of them, and no other person
shall have any right or obligation under this Agreement. The terms "successors"
and "assigns" shall not include any purchasers, as such, of Units from the
Trust.

          (c)     Amendment or Modification or Waiver. This Agreement may not be
amended or modified, nor may any of its provisions be waived, except upon the
prior written consent of the parties hereto.

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

                  (1)     if to the Selling Agent, to it at:

                          [________________________];

                          with a copy to:

                          [________________________];

                  (2)     if to the Trust or the Managing Owner, to it at:

                          Equinox Fund Management, LLC
                          1660 Lincoln Street
                          Suite 100
                          Denver, Colorado 80264

                          Attention: Richard Bornhoft; and

                  (3)     in either case, with a copy to:

                          c/o Dorsey & Whitney LLP
                          250 Park Avenue
                          New York, New York 10177

                          Attention:  Michael F. Griffin, Esq.

          (e)     All representations, warranties, covenants and agreements
contained in this Agreement shall remain operative and in full force and effect
regardless of (1) any investigations made by or on behalf of the Selling Agent,
the Trustee, the Trust or the Managing Owner, (2) delivery of any payment for
the Units or (3) termination of this Agreement.

                                       14



          (f)     The Selling Agent is not authorized by the Trust to give any
information or to make any representation in connection with the offering of
Units other than those contained in the Prospectus and such sales literature the
use of which has been authorized in writing by the Trust.

          (g)     This Agreement has been made and executed by and on behalf of
the Trust and the Managing Owner and the obligations of the Trust and/or the
Managing Owner set forth herein are not binding upon any of the Limited Owners
individually but are binding upon the assets and property of each Series of the
Trust individually and exclusively to the extent that the obligations apply to
such Series and, to the extent provided herein, upon the assets and property of
the Managing Owner, and no resort shall be had to the assets of any Series to
which such obligation has no relationship or to the Limited Owners' personal
property for the satisfaction of any obligation or claim herein.

          (h)     Each party agrees that this Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware without regard to
conflict of laws principles.

          (i)     Survival. All representations, warranties and covenants in
this Agreement, or contained in certificates required to be delivered hereunder
shall survive the termination of this Agreement, with respect to any matter
arising while this Agreement was in effect. Furthermore, all representations,
warranties and covenants hereunder shall inure to the benefit of each of the
parties to this Agreement and their respective successors and permitted assigns.

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

          (k)     No Liability of Limited Owners. This Agreement has been made
and executed by and on behalf of the Trust, and the obligations of the Trust
and/or the Managing Owner set forth herein are not binding upon any of the
Limited Owners individually, but rather, are binding only upon the assets and
property of the Trust, and, to the extent provided herein, upon the assets and
property of the Managing Owner.

          (l)     Third-Party Beneficiaries. Wilmington Trust Company, the
trustee of the Trust, shall be a third-party beneficiary of the applicable
provisions of this Agreement. The Principals and Affiliates of each of the
Selling Agent, the Trustee and the Managing Owner shall be third-party
beneficiaries of the applicable provisions of this Agreement.

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

          (n)     Complete Agreement. This Agreement constitutes the entire
agreement between the parties with respect to the matters referred to herein,
and no other agreement, verbal or otherwise, shall be binding upon the parties
hereto.

          (o)     Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument. Signatures on this
Agreement may be communicated by facsimile transmission and shall be binding
upon the parties so transmitting their signatures. Counterparts with original
signatures shall be provided to the other parties following the applicable
facsimile transmission; provided, that the failure to

                                       15



provide the original counterpart shall have no effect on the validity or the
binding nature of this Agreement.

          (p)     Arbitration. Each party hereto agrees that any dispute
relating to the subject matter of this Agreement shall be settled and determined
by arbitration in the City of New York, State of New York, in accordance with
the rules then obtaining of the National Futures Association or, if no such
rules are then obtaining or if jurisdiction is declined, then in accordance with
the rules then obtaining of the American Arbitration Association. Without
limiting the generality of the foregoing, in any such arbitration, each of the
parties hereto agrees to request from the arbitrators that (a) their authority
be limited to construing and enforcing the terms and conditions of the Agreement
as expressly set forth herein, (b) the reasons for their award be stated in a
written opinion, (c) they shall not make any award which shall alter, change,
cancel or rescind any provision of this Agreement, and (d) their award shall be
consistent with the provisions of this Agreement. The award of the arbitrators
shall be final and binding, and judgment may be confirmed and entered thereon in
any court of competent jurisdiction.

          (q)     Series Disclaimer. The parties hereto acknowledge and agree
that the Trust is organized in series pursuant to Sections 3804(a) and
3806(b)(2) of the Delaware Statutory Trust Act. As such, the debts, liabilities,
obligations and expenses incurred, contracted for or otherwise existing with
respect to each series of the Trust shall be enforceable against the assets of
such series of the Trust only, and not against the assets of the Trust generally
or the assets of any other series of the Trust or against the Trustee of the
Trust. There may be several series of the Trust created pursuant to the
Declaration of Trust and Trust Agreement of the Trust.

                                       16



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

THE FRONTIER FUND

By:    EQUINOX FUND MANAGEMENT, LLC.
Its:   Managing Owner

By:__________________________________
       Name
       Title


EQUINOX FUND MANAGEMENT, LLC

By:__________________________________
       Name
       Title


[NAME OF SELLING AGENT]

By:__________________________________
       Name
       Title

                                       17

EX-5.1

                                                                     EXHIBIT 5.1

                      [Letterhead of Dorsey & Whitney LLP]


            , 2004

Equinox Fund Management, LLC
Managing Owner
The Frontier Fund
1660 Lincoln Street, Suite 100
Denver, Colorado 80264

         Re:  The Frontier Fund - Balanced Series, Graham Series, Beach Series,
              C-View Currency Series and Dunn Series
              -----------------------------------------------------------------

Gentlemen:

         We have acted as your counsel in connection with the organization of
The Frontier Fund, a Delaware statutory trust (the "Trust"), and the preparation
and filing with the Securities and Exchange Commission ("SEC") under the
Securities Act of 1933, as amended (the "Securities Act"), of Registration
Statements on Form S-1 (Registration No.               ) filed with the SEC on
January 30, 2004, as amended (the "Registration Statement"), relating to the
registration under the Securities Act of $137,500,000 of units of beneficial
interest in the Trust ("Units") designated as Balanced Series Units (the
"Balanced Series Units"), $50,000,000 of Units designated as Graham Series Units
(the "Graham Series Units"), $37,500,000 of Units designated as Beach Series
Units (the "Beach Series Units"), $12,500,000 of Units designated as C-View
Currency Series Units (the "C-View Currency Series Units") and $12,500,000 of
Units designated as Dunn Series Units (the "Dunn Series Units" and, collectively
with the Balanced Series Units, the Graham Series Units, the Beach Series Units
and the C-View Currency Series Units, the "Units"). Capitalized terms used
herein and not otherwise defined are used as defined in, or by reference to, the
Amended and Restated Declaration of Trust and Trust Agreement dated August 8,
2003 (the "Trust Agreement") by and among Equinox Fund Management, LLC,
Wilmington Trust Company, and the owners of the Units.

         In connection with the foregoing, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of such documents,
records, certificates, agreements, and other papers as we deemed necessary or
appropriate to examine for the purpose of this opinion, including the
Registration Statements. In such examinations, we have assumed, and not
independently verified, the genuineness of all signatures, the authenticity of
all documents submitted to us as originals and the conformity to the originals
of all copies submitted to us as certified or conformed or photostatic copies.
As to any facts material to such opinion, we have relied upon statements of
representatives of the Trust.

         In giving this opinion, we have relied as to all matters of Delaware
law exclusively on the opinion of even date of Messrs. Richards, Layton &
Finger, Delaware counsel to the Trust, and this opinion is subject to the
qualifications set forth therein.



         Based upon and subject to the foregoing, it is our opinion that the
Units to be offered for sale as described in the Registration Statements, when
sold in the manner and under the conditions set forth therein, will be legally
issued, fully paid, and non-assessable.

         This opinion speaks as of the date hereof, and we assume no obligation
to update this opinion as of any further date.

         We hereby consent to the use of this opinion as an Exhibit to the
Registration Statements.

                                     Very truly yours,




                                     DORSEY & WHITNEY LLP

MFG

EX-5.2

                                                                     EXHIBIT 5.2

                               ___________, 2004


The Frontier Fund
c/o Equinox Fund Management, LLC
1660 Lincoln Street, Suite 100
Denver, Colorado 80264

          Re:  The Frontier Fund

Ladies and Gentlemen:

          We have acted as special Delaware counsel for The Frontier Fund, a
Delaware statutory trust (the "Trust"), in connection with the matters set forth
herein. At your request, this opinion is being furnished to you.

          We have examined and relied upon such records, documents, certificates
and other instruments as in our judgment are necessary or appropriate to enable
us to render the opinions expressed below, including the following documents:

          (a)  a certified copy of the certificate of trust of Trust (the
               "Certificate of Trust"), as filed with the office of the
               Secretary of State of the State of Delaware (the "Secretary of
               State") on August 8, 2003;

          (b)  the Trust Agreement, dated as of ______, 2003 (the "Initial Trust
               Agreement"), among Equinox Fund Management, LLC, as managing
               owner (the "Managing Owner"), and Wilmington Trust Company, as
               trustee (the "Trustee");

          (c)  the registration statement on Form S-1 filed by the Trust with
               the Securities and Exchange Commission on August 29, 2003 (the
               "Registration Statement"), including a preliminary prospectus
               (the "Prospectus") relating to the Balanced Series, Graham
               Series, Beach Series, C-View Currency Series, Dunn Series and
               Beacon Series units of beneficial interest in the Trust
               (collectively, the "Limited Interests");

          (d)  a form of Amended and Restated Declaration of Trust and Trust
               Agreement for the Trust (the "Trust Agreement"), to be entered
               into by the Managing Owner, the Trustee, and the Unitholders from
               time to time thereunder, attached as an exhibit to the
               Registration Statement; and



The Frontier Fund

___________, 2004

Page 2

          (e)  a Certificate of Good Standing for the Trust, dated ___________,
               2003, obtained from the Secretary of State.

          Initially capitalized terms used herein and not otherwise defined are
used as defined in the Trust Agreement.

          As to various questions of fact material to our opinion, we have
relied upon the representations made in the foregoing documents and upon
certificates of officers of the Managing Owner.

          Based upon the foregoing, and upon our examination of such questions
of laws and rules, regulations and orders thereunder as we have considered
necessary or appropriate, and subject to the assumptions, qualifications,
limitations and exceptions set forth herein, we are of the opinion that:

          1.   The Trust has been duly formed and is validly existing as a
statutory trust under the Delaware Statutory Trust Act, 12 Del. C. (S) 3801 et
seq. (the "Act").

          2.   The Initial Trust Agreement is the legal, valid and binding
obligation of the Trustee and the Managing Owner, enforceable against the
Trustee and the Managing Owner, in accordance with its terms.

          3.   Assuming that (i) separate and distinct records are maintained
for each Series created pursuant to the Trust Agreement, (ii) the assets
associated with each Series are held and accounted for separately from the other
assets of the Trust, or any other Series, (iii) the notice of the limitation on
liabilities of a Series provided in Section 3804(a) of the Act is continuously
set forth in the Certificate of Trust and (iv) the Trust Agreement continuously
provides for those matters described in (i), (ii) and (iii) of this paragraph 3,
each Series shall be entitled to the benefits of the limitation on interseries
liability set forth in Section 3804(a) of the Act.

          4.   When sold to, delivered and paid for by the purchasers thereof in
accordance with the Trust Agreement and the Prospectus, the Units to be issued
by the Trust will be validly issued, fully paid and nonassessable units of
beneficial interest in the Trust. Limited Owners, as beneficial owners of the
Trust, will be entitled to the same limitation of personal liability extended to
stockholders of private corporations for profit under the General Corporation
Law of the State of Delaware, subject to the obligation of a Limited Owner to
make certain payments provided for in the Trust Agreement.

          The foregoing opinions are subject to the following exceptions,
qualifications and assumptions:

          A.   This opinion is limited to the laws of the State of Delaware
(excluding the securities laws of the State of Delaware), and we have not
considered and express no opinion on the laws of any other jurisdiction,
including federal laws and rules and regulations relating thereto. Our opinions
are rendered only with respect to Delaware laws and rules, regulations and
orders thereunder which are currently in effect.



The Frontier Fund
___________,

2004 Page 3


          B.   For purposes of this opinion, we have assumed (i) that the Trust
Agreement and the Certificate of Trust will be in full force and effect and will
not be amended, (ii) the due organization or due formation, as the case may be,
and valid existence in good standing of each party to the documents (other than
the Trust) examined by us under the laws of the jurisdiction governing its
organization or formation, (iii) the legal capacity of natural persons who are
signatories to the documents examined by us, (iv) that each of the parties to
the documents (other than the Trust) examined by us has the power and authority
to execute and deliver, and to perform its obligations under, such documents,
(v) the due authorization, execution and delivery by all parties thereto of all
documents (other than the Trust) examined by us, and (vi) that the execution,
delivery and performance of the documents examined by us by each of the parties
thereto (other than the Trust) does not and will not violate or require any
consent or approval of, the withholding of objection on the part of, the giving
of notice to, the filing, registration or qualification with, or the taking of
any other action under, any agreement, indenture or instrument to which it is a
party or by which it is bound or any provision of any law, rule, regulation,
judgment, order, writ, injunction or decree of any court or governmental
authority applicable to it or any of its property.

          C.   The foregoing opinions regarding enforceability and the opinions
in paragraphs 3 and 4 above are subject to (i) applicable bankruptcy,
insolvency, moratorium, receivership, reorganization, fraudulent transfer and
similar laws relating to and affecting the rights and remedies of creditors
generally, (ii) principles of equity, including applicable law relating to
fiduciary duties (regardless of whether considered and applied in a proceeding
in equity or at law), and (iii) applicable public policy with respect to the
enforceability of provisions relating to indemnification or contribution.

          D.   With respect to all documents examined by us, we have assumed (i)
the authenticity of all documents submitted to us as originals, (ii) the
conformity with the originals of all documents submitted to us as copies or
forms, and (iii) the genuineness of all signatures.

          E.   We have not participated in the preparation of the Registration
Statement or the Prospectus and assume no responsibility for their contents.

          We consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement. We hereby
consent to the use of our name under the heading "Legal Matters" in the
Prospectus. In giving the foregoing consents, we do not thereby admit that we
come within the category of persons whose consent is required under Section 7 of
the Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission thereunder.

                                             Very truly yours,

EX-8.1

                                                                     Exhibit 8.1


                                [D&W Letterhead]

                               [________ ___], 2004

The Frontier Fund
c/o Equinox Fund Management, LLC
1660 Lincoln Street, Suite 100
Denver, Colorado 80264

         Re:  The Frontier Fund Tax Opinion

Ladies and Gentlemen:

         We have acted as your counsel in connection with the preparation of the
Registration Statement on Form S-1 (the "Registration Statement") filed on or
about [January ___], 2004, with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, relating to Units of The Frontier Fund,
which was formed as a Delaware statutory trust on August 8, 2003 (the "Trust").

         We have reviewed: (i) the Declaration of Trust and Trust Agreement
dated as of August 8, 2003, by and among Equinox Fund Management, LLC, a
Delaware limited liability company (the "Managing Owner"), Wilmington Trust
Company and the Unit Holders from time to time thereunder (the "Trust
Agreement"); (ii) the Registration Statement and the Prospectus constituting
part of the Registration Statement (the "Prospectus"); (iii) the exhibits to the
Registration Statement; and (iv) such other data and documents as we have deemed
necessary or appropriate as a basis for the opinions set forth below. In
addition, we have reviewed such questions of law as we have considered necessary
and appropriate. In rendering these opinions, we have relied upon, without
independent investigation or verification, the representations set forth in the
Certificate of even date herewith delivered to us by the Managing Owner of the
Trust (the "Certificate"), and the facts and information set forth in the
documents referred to above. Capitalized terms used herein and not otherwise
defined are as defined in the Prospectus.

         Our opinions with respect to federal income tax matters are based upon
the existing provisions of the Internal Revenue Code of 1986, as amended (the
"Code"), currently applicable Treasury Department regulations issued thereunder,
current published administrative positions of the Internal Revenue Service
contained in revenue rulings and revenue procedures and judicial decisions. All
of the foregoing authorities are subject to change, which may be retroactive,
and to possibly differing interpretations. Any change in these authorities may
affect the opinions rendered herein.

         An opinion of counsel is predicated on all the facts, conditions and
assumptions set forth in the opinion and is based upon counsel's analysis of the
statutes, regulatory interpretations and case law in effect as of the date of
the opinion. It is not a guarantee of the current status of the law and should
not be accepted as a guarantee that a court of law or an administrative agency
will concur in the opinion.



The Frontier Fund

[January ___], 2004

Page 2


         Based upon the foregoing, we hereby confirm our opinion expressed under
the caption "Federal Income Tax Consequences" in the Prospectus that the Trust
will be treated as a partnership for federal income tax purposes and, assuming
that at least 90% of the gross income of the Trust will constitute "qualifying
income" within the meaning of Section 7704(d) of the Code, the Trust will not be
a publicly traded partnership treated as a corporation.

         In addition, based upon the foregoing, we hereby confirm that the
discussion set forth under the caption "Federal Income Tax Consequences" in the
Prospectus constitutes our opinion and correctly summarizes the material federal
income tax consequences as of the date of the Prospectus to an individual who is
a United States citizen or resident of the purchase, ownership and disposition
of Units in the Trust.


         We express no opinion regarding any matter other than the federal
income tax matters explicitly addressed herein.

         We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and all references to our firm included in or made a part
of the Registration Statement. In giving such consent, we do not thereby admit
that we are in the category of persons whose consent is required under Section 7
of the Act or the rules and regulations of the Commission thereunder.

                                              Very Truly Yours,



FFH/KAS

EX-10.1

                                                                    EXHIBIT 10.1

                                ESCROW AGREEMENT

     THIS AGREEMENT (this "Agreement") is entered into as of this 22/nd/ day of
August, 2003, by and between The Frontier Fund, a Delaware statutory trust (the
"Trust"), Equinox Fund Management, LLC, a limited liability company formed under
the laws of the state of Delaware ("Equinox" and together with the Trust, the
"Company") and U.S. Bank National Association, a national banking association
("Escrow Agent"). All capitalized terms used herein and not defined shall have
the meanings set forth in the prospectus of the Trust, including all the
appendices and exhibits thereto, as the same may be amended and updated from
time to time (the "Prospectus").

                                    RECITALS

     A.   Equinox serves as the managing owner of the Trust and has complete
management authority over the Trust.

     B.   The Trust is conducting a private offering of units of beneficial
interest (the "Units") at an initial price of $100.00 per Unit, in six separate
and distinct Series identified below, under applicable state and Federal laws
and regulations (the "Offering").

     C.   The Company wishes to assure those who subscribe for any of the Units
(the "Subscriber") that the Subscribers' monies will be released to the Company
only if and when not less than the following amounts as determined in accordance
with the methods below (the "Threshold Amount") in subscriptions from such
number of investors for each Series as set forth in the Prospectus (which number
shall be provided in writing to the Escrow Agent by the Company) are accepted by
the Company from the sale of Units and upon the direction of the Company, it
being understood that release of monies may be for each Series separately:

          Name of Series                               Threshold Amount
          --------------                               ----------------
          Balanced Series                                $ 20,000,000
          Graham Series                                  $  5,000,000
          Beach Series                                   $  0*
          C-View Currency Series                         $  0*
          Dunn Series                                    $  0*

* The Beach Series, C-View Currency Series and Dunn Series have no Threshold
  Amounts. However, the Subscribers' monies for such Series shall not be
  released to the Company until the Balanced Series reaches its Threshold
  Amount.


                                       1



     D.   The Company desires to provide for the safekeeping of the proceeds of
the Offering until such time as subscriptions for the Units in any Series
totaling the Threshold Amounts (or such greater amount as the Company may direct
in writing) have been received and upon the direction of the Company, or until
such time as the Escrow Agent is required to pay and return such proceeds to the
payors upon the terms hereinafter provided.

                                    AGREEMENT

     1.   Deposit and Disbursement.

          a.   The Escrow Agent hereby agrees to receive and disburse the
proceeds from the Offering and any interest earned thereon in accordance with
the terms of this Agreement.

          b.   The Company or its authorized placement agents, on behalf of the
Subscribers, shall from time to time cause to be wired or deposited with the
Escrow Agent all proceeds received from the sales of Units by 12:00 p.m., New
York City time, the next business day following the receipt of such proceeds by
the Company or its authorized placement agents. Such proceeds shall be placed in
a special interest-bearing escrow account, in the appropriate sub-account at the
Escrow Agent designated for each Series (the "Escrow Account") until the
Threshold Amounts for each Series (or such greater amount as the Company may
direct in writing) have been deposited in said account. The Company shall direct
Subscribers to identify the Series for which such deposits are being made, and
direct subscribers to make payments to the Escrow Agent using the instructions
identified on Exhibit C attached hereto and incorporated herein. All proceeds
are to be deposited in the Escrow Account within three (3) business days after
receipt by Escrow Agent.

          c.   As deposits are made in the Escrow Account and at least every
3/rd/ business day, the Company shall cause to be delivered to the Escrow Agent
with each such deposit a list showing the name, address, and tax identification
number of each Subscriber as well as the name and address of each payor, by
Series, which list shall not be cumulative but shall identify only new deposits.
The Escrow Agent shall keep a current list by Series of the persons who have
subscribed for the Units and deposited money, showing name, date, address and
amount of each subscription. All funds so deposited shall remain the property of
the Subscribers, subject to the provisions of Section 5 herein. The Escrow Agent
shall promptly forward to the Company any subscription agreements which it may
receive directly from Subscribers.

          d.   If the Company rejects any subscriptions for which the Escrow
Agent has already collected funds, or in the event that the Subscriber rescinds
its subscription in conformity with the requirements of the North American
Securities Administrators Association Inc. Guidelines for Registration of
Commodity Pool Programs, which rescission has been approved by the Company and
the Company has notified the Escrow Agent thereof, the Escrow Agent shall
promptly issue a refund check to the payor, in the amount of the original
deposit collected

                                       2




from such payor via first class U.S. mail, with interest and without deduction
for expenses. If the Company rejects any subscription for which the Escrow Agent
has not yet collected funds but has submitted the Subscriber's check for
collection, the Escrow Agent shall promptly issue a check in the amount of the
rejected Subscriber's check upon actual collection. The Escrow Agent shall
promptly remit the Subscriber's check directly to the Subscriber.

          e.   In the event that the Threshold Amount for any Series is not
deposited with Escrow Agent on or before the date for the closing of the initial
offering period as set forth in the Prospectus, which date shall be provided to
the Escrow Agent in writing by the Company (unless that date is extended in
accordance therewith, and the Company has notified the Escrow Agent in writing
of such extension), a copy of which is attached hereto as Exhibit A, the Escrow
Agent shall promptly return the funds which have been deposited in the Escrow
Account to the payors (in the same way described above in Section 1 (d)), in the
amount and to the addresses as shown on its records, plus any Interest Income
earned on such subscription funds.

          f.   Upon receipt of (i) the Threshold Amount for each Series (or such
greater amount as the Company may direct in writing) and (ii) written
confirmation from the Company that funds may be released from escrow, the Escrow
Agent shall release the escrow funds, including all Interest Income to the
Trust. At the Company's option, it may continue to deposit proceeds from the
sale of additional Units (after receipt and/or distribution of the Threshold
Amount or any greater amount as directed in writing by the Company) and to
direct the disbursement from time to time of funds so deposited after
subscriptions for the Threshold Amount have been received but not to exceed 3
months from the date of this Agreement.

     2.   Responsibilities and Obligations of Escrow Agent.

          a.   The Escrow Agent assumes no responsibilities, obligations, or
liabilities except those expressly provided for in this Agreement as follows:

               (1)  The Escrow Agent shall have no responsibility, obligation or
liability to any person with respect to any action taken, suffered or omitted to
be taken by it in good faith under this Agreement and shall in no event be
liable hereunder except for its gross negligence or willful misconduct.

               (2)  Notwithstanding anything herein to the contrary, no
reference in this Agreement to any other agreement, including but not limited to
Exhibit A, shall be construed or deemed to enlarge the responsibilities,
obligations, or liabilities of the Escrow Agent as set forth in this Agreement,
and the Escrow Agent is not charged with knowledge of any other agreement.

          b.   The Escrow Agent shall be protected in relying upon the truth of
any statement contained in any requisition, notice, request, certificate,
approval, consent or other proper paper, and in acting on any such document,
which on its face and without inquiry as to any other facts, appears to be
genuine and to be signed by the proper party

                                       3



or parties, and is entitled to believe all signatures are genuine and that any
person signing any such paper who claims to be duly authorized is in fact so
authorized.

          c.   The Escrow Agent shall be entitled to act on any instruction
given to it in writing and signed by an authorized signatory of the Company and
shall be fully protected in doing so.

          d.   The Escrow Agent shall be entitled to act in accordance with any
court order or other final determination by any governmental authority with
jurisdiction of any matter arising hereunder.

          e.   The Escrow Agent shall have no responsibility for, and makes no
representation as to the value, validity or genuineness of any article, asset or
document deposited with Escrow Agent in the Escrow Account under this Agreement,
provided that it will give notice to the Company of any check for money not
credited and the reason stated therefore and of any discrepancy with respect to
the value, validity or genuineness of any article, asset or document so
deposited if and when it has actual knowledge thereof.

          f.   The Escrow Agent shall have no responsibility to make payments
out of the Escrow Account for any amount in excess of the amount of collected
funds deposited in the Escrow Account, together with interest earnings thereon,
at the time any payment is to be made.

          g.   If any controversy arises between the parties hereto or with any
third person relating to the Escrow Account, the Escrow Agent shall not be
required to resolve the same or to take any action to do so but may at its
discretion, institute such interpleader or other proceedings as it deems proper.
The Escrow Agent may rely on any joint written instructions as to the
disposition of funds, assets, documents or other assets held in escrow
hereunder.

          h.   The Escrow Agent may execute any of its powers or
responsibilities hereunder and exercise any of its rights hereunder either
directly or by or through its agents or attorneys. Nothing in this Agreement
shall be deemed to impose upon the Escrow Agent any duty to qualify to do
business or to act as a fiduciary or otherwise in any jurisdiction. The Escrow
Agent shall not be responsible for and shall not be under a duty to examine or
pass upon the validity, binding effect, execution or sufficiency of the
Agreement or of any agreement amendatory of supplemental hereto or of any other
agreement.

     3.   Investment of Escrow Funds.

          The Escrow Agent shall invest funds in an interest-bearing U.S. Bank
Money Market Savings Account. Equinox acknowledges that this is a FDIC insured
U.S. Bank Money Market Deposit Account designed to meet the needs of U.S. Bank
Corporate Trust Services Escrow Group and other Corporate Trust customers of
U.S. Bank National Association. This is a tiered account and the interest rate
paid on the

                                       4



account is based upon the daily balance maintained in your account. U.S. Bank
National Association uses the daily balance method to calculate interest on
these accounts. This method applies a daily periodic rate to the principal
balance in the account each day. Interest is accrued daily and credited monthly
to the account. The owner of the accounts is U.S. Bank as Agent for its
customers. At our discretion, we may change the interest rate for the Money
Market Deposit Accounts at any time. All account deposits and withdrawals are
performed by U.S. Bank National Association. Any and all interest earned on the
Proceeds after the deposit shall be added to the Proceeds and shall become a
part thereof. All entities entitled to receive interest from the escrow account
will provide Escrow Agent with a W-9 or W-8 IRS tax form prior to the
disbursement of interest. A statement of citizenship will be provided if
requested by the Escrow Agent. The Escrow Agent shall have no responsibility for
preparing or filing any Federal or state tax returns in connection therewith.

     4.   Compensation of Escrow Agent.

          The Escrow Agent shall be paid reasonable compensation as set forth on
Exhibit B attached hereto and incorporate herein, for services hereunder and
shall be reimbursed for any actual out-of-pocket expenses incurred by the Escrow
Agent for performing its duties hereunder. Payment of all fees shall be the
responsibility of the Company and may, to the extent of unpaid fees and
expenses, be deducted from any property placed within the escrow with Escrow
Agent, which belongs to the Company.

          In the event that the Escrow Agent is made a party to litigation with
respect to the property held hereunder, or brings an action in interpleader or
in the event that the conditions of this escrow are not promptly fulfilled, or
the Escrow Agent is required to render any service not provided for in this
Agreement, or there is any assignment of the interest of this escrow or any
modification hereof, the Escrow Agent shall be entitled to reasonable
compensation for such extraordinary services and reimbursement for all fees,
costs, liability and expenses, including reasonable attorneys' fees. The Escrow
Agent may amend its fee schedule from time to time on ninety (90) days prior
written notice to the Company, provided, however, that any fee increase shall
not exceed 10% of the amounts set forth on the existing fee schedule.

     5.   Indemnification of Escrow Agent.

          The Company hereby indemnifies and hold harmless the Escrow Agent
against any and all claims, losses, and damages it may suffer in connection with
its carrying out the terms of this Agreement, including, without limitation, the
Escrow Agent's unpaid fees and reimbursable expenses, but excluding any loss the
Escrow Agent may sustain as a result of its gross negligence or willful
misconduct. The Escrow Agent shall have a lien or right of setoff on all Company
funds, monies or other assets held hereunder to pay all of its fees and
reimbursable expenses permitted under this Agreement. The obligations of the
Company under this Section 5 shall survive termination for any reason of this
Agreement or resignation or removal of Escrow Agent.

                                       5



     6.   Termination and Resignation.

          a.   This Agreement shall terminate when (i) the Escrow Agent or its
successor or assign receives written notification of termination from the
Company including final disposition instructions signed by the Company, and (ii)
there occurs the actual final disposition of the monies held in escrow hereunder
as provide in this Agreement. The rights and obligations of the Escrow Agent
shall survive the termination of this Agreement.

          b.   The Escrow Agent may resign at any time and be discharged from
its duties as Escrow Agent hereunder by giving the Company not fewer than thirty
(30) days prior written notice thereof. As soon as practicable after its
resignation, the Escrow Agent shall turn over to a successor escrow agent
appointed by the Company all monies held hereunder upon presentation of the
document from the Company appointing a successor escrow agent and its acceptance
of appointment. If no successor has been appointed by the Company, the Escrow
Agent may designate its successor by written notice to the Company so long as
any such successor is a bank or trust company. Upon the designation of a
successor escrow agent and the delivery to a resigning escrow agent of the
document appointing such successor escrow agent and its acceptance of
appointment, the resigning escrow agent shall be released from any and all
liabilities arising thereafter except as provided in Sections 2(a)(1) and (5) of
this Agreement.

          If no successor escrow agent is appointed by the Company within the
thirty (30) day period following such notice of resignation, the Escrow Agent
reserves the right to forward the matter and all monies and other property held
by the Escrow Agent pursuant to this Agreement to a court of competent
jurisdiction at the expense of the Company.

          c.   The Company may discharge the Escrow Agent and appoint a
successor escrow agent hereunder at any time by giving the Escrow Agent no fewer
than thirty (30) days prior written notice thereof. As soon as practicable after
its discharge, the Escrow Agent shall turn over to the successor escrow agent
appointed by the Company all monies held hereunder upon presentation of the
document from the Company appointing such successor escrow agent and its
acceptance of appointment. Upon the designation of a successor escrow agent, the
delivery of the document appointing a successor escrow agent and the delivery of
all monies held hereunder to such successor escrow agent pursuant to the
immediately preceding sentence, the discharged escrow agent shall be released
from any and all liabilities arising thereafter except as provided in Sections
2(a)(1) and 5 of this Agreement.

     7.   Notices.

          All notices provided for herein shall be in writing, shall be
delivered by hand or by registered or certified mail and shall be deemed given
when actually received, and shall be addressed to the parties hereto at their
respective addresses, which may be changed by any party from time to time by
written notice to all other parties hereto as follows:

                                       6



          a.   If to the Company:

               Equinox Fund Management, LLC
               1660 Lincoln Street, Suite 100
               Denver, Colorado 80264
               Attn: Brent Bales
               (303) 572-1000 (tel.)
               (303) 832-9354 (fax)

          b.   If to the Escrow Agent:

               U.S. Bank Corporate Trust Services
               60 Livingston Avenue, EP-MN-WS3T
               St. Paul, Minnesota 55107-2292
               Attn: Chris Smith
               (651) 495-3726 (tel.)
               (651) 495-8087 (fax)

               With a fax copy to:

               Dawnita Ehl
               (206) 344-4685 (tel.)
               (206) 344-4630 (fax)

     8.   Disclosure.

          The parties hereby agree not to use the name of U.S. Bank National
Association to imply an association with the Offering other than that of a legal
escrow agent.

     9.   Brokerage Confirmation.

          The parties acknowledge that to the extent regulations of the
Comptroller of Currency or other applicable regulatory entity grant a right to
receive brokerage confirmations of security transactions of the escrow, the
parties waive receipt of such confirmations to the extent permitted by law. The
Escrow Agent shall furnish a statement of security transactions on its regular
monthly reports to the Company.

     10.  Parties Bound.

          This Agreement shall extend to and be binding upon the respective
successors, representatives, and assigns of the Company and Escrow Agent.

                                       7



     11.  Entire Agreement.

          This Agreement constitutes the entire agreement of the parties hereto
with respect to the subject matter hereof and cannot be modified, amended,
supplemented, or changed, nor can any provisions hereof be waived, except by
written instrument executed by the parties hereto.

     12.  Assignment.

          Neither party may assign its rights or obligations under this
Agreement without the written consent of the other party hereto.

     13.  Applicable Law.

          The Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of Colorado.

     14.  Severability.

          If at any time subsequent to the date hereof, any provision of this
Agreement shall be held by a court of competent jurisdiction to be illegal,
void, or unenforceable, such provision shall be of no force or effect, and shall
be limited or expanded in scope so as to carry out the intent of the parties as
expressed herein to the greatest extent possible. The illegality or
unenforceability of any such provision shall have no effect upon and shall not
impair the enforceability of any other provision of this Agreement.

     15.  Counterparts.

          This Agreement may be executed in any number of counterparts, each of
which shall be deemed to be one and the same instrument. The exchange of copies
of this Agreement and of signature pages by facsimile transmission shall
constitute effective execution and delivery of this Agreement as to the parties
and may be used in lieu of the original Agreement for all purposes. Signatures
of the parties transmitted by facsimile shall be deemed to be their original
signatures for all purposes.

                                       8



          IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.

THE FRONTIER FUND


__________________________________________

Name: ____________________________________

Title:____________________________________


EQUINOX FUND MANAGEMENT, LLC


__________________________________________

Name: ____________________________________

Title:____________________________________


U.S. BANK NATIONAL ASSOCIATION


__________________________________________

Name: ____________________________________

Title:____________________________________

                                        9



                                    Exhibit A





                                       10



                                    Exhibit B

                  Schedule of Fees for Services as Escrow Agent

(1)  Initial Fees

Acceptance Fee - The acceptance fee includes the administrative review of
documents, initial se-up of the account, and other reasonably required services
up to and including the execution and closing of the escrow agreement. This is a
one-time non-refundable fee payable at closing.

$500.00

(2)  Administration Fees - Transaction Fees

Administration - Annual administration fee for the performance of the routine
duties associated with the management of the escrow account will be based on the
number of transaction receipts. Charge per receipt of funds via wire or check
for deposit from a Subscriber (Subscriber Deposit). This fee is payable in
arrears and billed monthly.

$8.00 per Subscriber Deposit received.

Disbursement Fee - Charge per wire or check to Subscribers for return of
deposited funds to Subscribers for a failed subscription.

$5 per check or wire disbursed to Subscriber at the written direction of the
Company.

(3)  Direct Out of Pocket Expenses

Reimbursement of actual reasonable expenses associated with the performance of
our duties, including but not limited to publications, mailings, legal counsel
after the initial close, travel expenses, and filing fees. (none anticipated) At
Cost

(4)  Extraordinary Services

Extraordinary services are duties or responsibilities of an unusual nature, but
not provided for in the governing documents or otherwise set forth in this
schedule. A reasonable charge will be assessed based on the nature of the
service and the responsibility involved. At our option, these charges will be
billed at a flat fee or at our hourly rate then in effect.

Account approval is subject to review and qualification. Fees paid in advance
will not be prorated.

                                       11



                                    Exhibit C

Payment instructions:

If by check:                             If by wire:

U.S. Bank National Association           U.S. Bank National Association
60 Livingston Avenue                     ABA #091000022
EP-MN-WS3T                               Credit: A/C #180121167365
Attn: Chris Smith                        Ref: Frontier [Insert Fund Series Name]
Ref: Frontier [Insert Fund Series Name]  Attn: Chris Smith (651) 495-3726

                                       12

EX-10.2

                                                                    EXHIBIT 10.2

                               CUSTOMER AGREEMENT

     This Customer Agreement ("Agreement") between UBS Securities LLC ("UBS-S
LLC") and ________________ ("Customer") shall govern the purchase and sale by
UBS-S LLC of certain futures contracts, options thereon and options contracts
for the account and risk of Customer through one or more accounts carried by
UBS-S LLC on behalf and in the name of Customer (collectively, the "Account"),
as more fully described below.

1.   UBS-S LLC'S AUTHORIZATION TO ACT AS BROKER

     Customer authorizes UBS-S LLC, acting through employees and agents selected
by it in its sole discretion, to purchase and sell for the Account contracts for
future delivery of financial instruments, foreign currency or precious metals
and any other instruments and commodities and for option contracts for which
UBS-S LLC has notified Customer that UBS-S LLC is prepared to execute
transactions (collectively, "Contracts") within or outside the United States of
America in accordance with Customer's instructions.

2.   CUSTOMER'S REPRESENTATIONS AND WARRANTIES

     (a)   Representations and Warranties. Customer represents and warrants as
follows:

          (i)   Authority. Customer has full right, power and authority to enter
          into this Agreement, and the person executing this Agreement on behalf
          of Customer is authorized to do so. This Agreement is binding on
          Customer and enforceable against Customer in accordance with its
          terms;

          (ii)  Lawful Agreement. Customer may lawfully establish and open the
          Account for the purpose of effecting purchases and sales of Contracts
          through UBS-S LLC. Transactions entered into pursuant to this
          Agreement will not violate any "Applicable Law" (as defined below) to
          which Customer is subject or any agreement to which Customer is
          subject or a party and the execution, delivery and performance of this
          Agreement by Customer require no action by or in respect of or filing
          with any governmental body, agency or official;

          (iii) Customer's Statements. The statements made to UBS-S LLC by
          Customer regarding Customer's futures trading (including any financial
          statements submitted therewith) are true and correct to the best of
          Customer's knowledge;

          (iv)  Interest or Control of Account. If any person or entity has, or
          during the term of this Agreement will have, any interest in the
          Account other than Customer, Customer hereby agrees to so notify UBS-S
          LLC immediately (and no later than within one business day); and

          (v)   Designation. If Customer is not a citizen or resident of the
          United States, Customer has been informed by UBS-S LLC of Commodity
          Futures Trading Commission ("CFTC") Regulations concerning the
          designation of a futures commission merchant as the agent of foreign
          brokers, customers of a foreign broker and foreign traders for certain
          purposes as set forth in CFTC Regulation (S)15.05 and concerning
          special calls for information from futures commission merchants,
          foreign brokers and members of contract markets as set forth in CFTC
          Regulation (S)21.03.

     (b)   Notice of Change. Customer shall immediately (and no later than
within one business day) notify UBS-S LLC in writing if any of the
representations contained herein materially change or cease to be true and
correct.

3.   APPLICABLE LAW

     The Account and all transactions and agreements in respect of the Account
shall be subject to the regulations of all applicable Federal, state and
self-regulatory agencies or authorities, including but not limited to: (a) the
provisions of the Commodity Exchange Act, as amended, and any rules,
regulations, orders and interpretations promulgated thereunder by the CFTC; (b)
the constitution, by-laws, rules, regulations, orders and interpretations of the
contract market (and its clearing house, if any) on which such transactions are
executed and cleared, and any relevant registered futures association,
including, without limitation, the National Futures Association ("NFA"); and (c)
custom and usage of the trade. All such provisions, rules, regulations, orders,
interpretations, constitution, by-laws, custom and usage are hereinafter
collectively referred to as "Applicable Law."

4.   RELIANCE ON INSTRUCTIONS

     UBS-S LLC shall be entitled to rely on any instructions, notices and
communications, whether oral or in writing, that it believes to be that of an
individual authorized to act on behalf of Customer, including, but not limited
to, any individual identified in writing by Customer as authorized to act on its
behalf, and Customer shall be bound thereby. Customer hereby waives any defense
that any such instruction was not in writing as may be required by the Statute
of Frauds or any other similar law, rule or regulation.

5.   ACCEPTANCE OF ORDERS; POSITION LIMITS

     (a)   Acceptance of Orders. UBS-S LLC shall have the right to limit the
size of open positions (net or gross) of Customer with respect to the Account at
any time and to refuse acceptance of orders to establish new positions (whether
such refusal or limitation is required by, and whether such refusal is based on
position limits imposed under, Applicable Law). UBS-S LLC shall immediately
notify Customer of its rejection of any order. Unless specified by Customer,
UBS-S LLC may designate the exchange or other markets (including, without
limitation, GLOBEX) on which it will attempt to execute orders.



     (b) Position Limits. Customer shall not, either alone or in combination
with others, violate any position or exercise limit established by or under
Applicable Law. If Customer intends at any time to exceed such position limits,
Customer shall cause to be filed an application with the CFTC or the relevant
contract market requesting authorization for Customer to exceed such position
limits and shall provide UBS-S LLC with a copy of such application and such
other information as UBS-S LLC may reasonably request with respect to such
application. Customer shall immediately (and no later than within one business
day) notify UBS-S LLC of any positions for which Customer is required to file
reports under Applicable Law, including any large trader reports filed with the
CFTC or any contract market. Customer shall indemnify and hold UBS-S LLC
harmless from and against all claims, damages, fines or assessments of any kind
whatsoever, including reasonable attorneys' fees in connection with the defense
thereof, made and incurred in connection with any violation by Customer of its
obligations under this Section 5(b).

6.   ORIGINAL AND VARIATION MARGIN; PREMIUMS; OTHER CONTRACT OBLIGATIONS

     With respect to every Contract purchased, sold or cleared for the Account,
Customer shall make, or cause to be made, all applicable original margin,
variation margin, intra-day margin and premium payments, and perform all other
obligations attendant to transactions or positions in such Contracts, as may be
required by Applicable Law or by UBS-S LLC in its sole and absolute discretion.
Requests for margin deposits and/or premium payments may, at UBS-S LLC's
election, be communicated to Customer orally, telephonically or in writing.
Margin requirements established by UBS-S LLC may exceed the margin requirements
set by any contract market or clearing organization on which transactions are
executed or cleared or caused to be executed or cleared by UBS-S LLC or any
agent thereof for Customer and may be changed by UBS-S LLC without prior notice
to Customer. Except as otherwise provided herein, all such margin and premium
payments shall be in the form, as UBS-S LLC permits, of cash in U.S. dollars,
securities of the U.S. Government, or a combination thereof. If at any time
Customer fails timely to deposit or maintain required margin, or Customer fails
timely to make any premium payments, UBS-S LLC may at any time, without further
notice to Customer, close out Customer's open position in whole or in part and
take any action it deems appropriate.

7.   SECURITY INTEREST AND RIGHTS RESPECTING COLLATERAL

     All Contracts, cash, securities, and/or other property of Customer,
including all proceeds of all such property such as profits from Account
transactions (collectively, the "Collateral") now or at any future time in the
Account or otherwise held by UBS-S LLC or its affiliates, any clearing house
through which trades of the Account are executed and/or positions are held, or
any other entity authorized to act as an agent of UBS-S LLC or Customer, hereby
are pledged to UBS-S LLC and shall be subject to a general lien and security
interest in UBS-S LLC's favor to secure any indebtedness or other amounts at any
time owing from Customer to UBS-S LLC, and to secure any and all other
obligations and liabilities of Customer to UBS-S LLC (collectively, the
"Customer's Liabilities"). Customer hereby grants UBS-S LLC the right to borrow,
pledge, repledge, hypothecate, rehypothecate, loan or invest any of the
Collateral without notice to Customer, and without any obligation to pay or to
account to Customer for any interest, income or benefit that may be derived
therefrom. UBS-S LLC shall be under no obligation to deliver to Customer the
identical Collateral in the Account, but shall only be under an obligation to
deliver to Customer Collateral of like or equivalent kind and amount. The rights
of UBS-S LLC set forth above shall be qualified by any applicable requirements
for segregation of customer's property under Applicable Law.

8.   PAYMENT OBLIGATIONS OF CUSTOMER


     (a) Charges to the Account. With respect to every Contract purchased, sold
or cleared for the Account, Customer shall pay UBS-S LLC upon demand and UBS-S
LLC hereby is authorized to charge Customer's Account for: (i) all brokerage
charges, give-up fees, commissions and initial service fees and on-going service
fees as UBS-S LLC may from time to time charge; (ii) all contract market,
clearing house, clearing member, NFA or CFTC fees or charges, fines or
penalties; (iii) any tax imposed on such transactions by any competent taxing
authority; (iv) the amount of any trading losses in the Account; (v) any debit
balance or deficiency in the Account; (vi) interest and service charges on any
debit balances or deficiencies in the Account, any advances or any loan
(including interest on the amount of variation margin calls, until satisfaction
of such calls, when the Customer posts U.S. Treasury Bills for original margin
purposes), at the rate customarily charged by UBS-S LLC (which may be at the
prevailing and/or allowable rates according to the laws of the State of
Illinois) from the day any such deficit was incurred to (but not including) the
day of payment (calculated on the basis of a 360 day year and for the actual
number of days elapsed for all deficits, except for those denominated in foreign
currencies for which generally accepted accounting principles require that the
interest rate shall be calculated otherwise), together with costs and reasonable
attorneys' fees incurred in collecting any such deficit; (vii) all storage and
delivery service fees; and (viii) any other amounts owed by Customer to UBS-S
LLC with respect to the Account or any transactions therein.


     (b)   Payment in U.S. Dollars. Any and all payment obligations of
Customer, if not deducted from Customer's Account as permitted hereunder, shall
be made upon demand in immediately available U.S. dollars to UBS-S LLC or at
such other place and at such time and in such manner as UBS-S LLC notifies
Customer. The obligation of Customer to make all payments due hereunder shall
not be discharged or satisfied by any tender, or any recovery pursuant to any
judgment, which is expressed in or converted into any other currency other that
U.S. dollars, except to the extent that such tender or recovery shall result in
the actual receipt by UBS-S LLC of the full amount of such U.S. dollars
expressed to be payable in respect of such amounts. Customer agrees that its
obligations to make payment in U.S. dollars as aforesaid shall be enforceable as
an alternative or additional cause of action for the purpose of recovery of the
amount (if any) by which such actual receipt shall fall short of the full amount
of U.S. dollars expressed to be payable in respect of such amount due hereunder,
and shall not be affected by judgment being obtained for other sums due
hereunder.

     (c)   Setoff. Any Collateral may at any time or from time to time
without notice or compliance with any condition precedent (which notice hereby
is expressly waived) be setoff, appropriated and applied by UBS-S LLC against
any and all payment obligation of Customer hereunder including, but not limited
to, any deficit balance in the Account, in such manner as UBS-S LLC in its
discretion may determine.

     (d)   Gross-Up. All payments made by Customer to UBS-S LLC hereunder
will be made without setoff or counterclaim free and clear and without deduction
or withholding for, any present or future taxes, levies, assessments or other
charges of whatever nature, now or hereinafter imposed by

                                      -2-



any jurisdiction or by any agency, state or other political subdivision or
taxing authority thereof or therein, and all interest, penalties, or similar
liabilities with respect thereto (collectively, "Taxes"). If any Taxes are so
levied or imposed, Customer agrees to pay the full amount of such Taxes, and
such additional amounts as may be necessary so that every net payment of all
amounts due hereunder, after withholding or deduction for or on account of any
Taxes, will not be less than the amount provided for herein. Customer will
furnish to UBS-S LLC within thirty days after the date the payment of any Taxes
is due pursuant to Applicable Law certified copies of tax receipts evidencing
such payment by Customer.

9.   DELIVERY PROCEDURES; OPTIONS ALLOCATION PROCEDURE

     (a)   Instructions. Customer will provide UBS-S LLC with instructions
either to liquidate Contracts previously established by Customer, make or take
delivery under any such Contracts, or exercise options entered into by Customer,
within such time limits as may be specified by UBS-S LLC. UBS-S LLC shall have
no responsibility to take any action on behalf of Customer, including, without
limitation, exercising option Contracts, unless and until UBS-S LLC receives
oral or written instructions reasonably acceptable to UBS-S LLC indicating the
action UBS-S LLC is to take. Any instructions, if given orally to UBS-S LLC,
shall immediately be confirmed in writing by Customer. Funds sufficient to take
delivery pursuant to such Contract or deliverable grade commodities to make
delivery pursuant to such Contract must be delivered to UBS-S LLC at such time
as UBS-S LLC may require in connection with any delivery.

     (b)   Allocation Procedures. Short option Contracts may be subject to
exercise at any time. Exercise notices received by UBS-S LLC with respect to
option Contracts sold by Customer may be allocated to Customer pursuant to a
random allocation procedure, and Customer shall be bound by any such allocation
of exercise notices. Such notices may be allocated to Customer after the close
of trading on the day on which such notices have been allocated to UBS-S LLC by
the applicable contract market. In the event of any allocation to Customer,
unless UBS-S LLC has previously received instructions from Customer, UBS-S LLC's
sole responsibility shall be to use its best efforts to notify Customer by
telephone of such allocation at any time before trading commences on the first
day on which such option Contracts are traded on the applicable contract market
following the day on which the applicable contract market has allocated such
notices to UBS-S LLC.

     (c)   Failure to Provide Instructions. If Customer fails to comply with any
of the foregoing obligations, UBS-S LLC may, in its sole and absolute
discretion, liquidate any open positions, make or receive delivery of any
commodities or instruments, or exercise or allow the expiration of any options,
in such manner and on such terms as UBS-S LLC, in its sole and absolute
discretion, deems necessary or appropriate. Any such action taken shall be in
the sole and absolute discretion of UBS-S LLC and Customer shall remain fully
liable for all costs, losses, expenses, liabilities and damages (including
special, indirect and consequential damages, penalties and fines) which UBS-S
LLC may be required to pay or which it has sustained in connection with such
transactions and for any remaining debit balance in the Account.

10.  EVENTS OF DEFAULT; UBS-S LLC'S REMEDIES

     (a)   Events of Default. As used herein, each of the following shall be
deemed an "Event of Default": (i) the commencement of a case under any
bankruptcy, insolvency or reorganization law or similar law effecting creditors'
rights of any jurisdiction, or the filing of a petition for the appointment of a
receiver by or against Customer, an assignment made by Customer for the benefit
of creditors, an admission in writing by Customer that it is insolvent or is
unable to pay its debts when they mature, or the suspension by the Customer of
its usual business or any material portion thereof; (ii) the issuance of any
warrant or order of attachment against the Account or the levy of a judgment
against the Account; (iii) if Customer is an employee benefit plan, the
termination of Customer or the filing by Customer of a notice of intent to
terminate with the Pension Benefit Guaranty Corporation (or other similar
governmental agency or body of any jurisdiction), or the receipt of a notice of
the Pension Benefit Guaranty Corporation's (or other similar governmental
agency's or body's) intent to terminate Customer, or the inability of Customer
to pay benefits under the relevant employee benefit plan when due; (iv) the
failure by Customer to deposit or maintain margins, to pay required premiums, or
to make payments required by Section 8 hereof and such failure is not cured
within one business day of Customer's receipt of notice of such failure from
UBS-S LLC; (v) UBS-S LLC acting in good faith in a commercially reasonable
manner determines that the Collateral in Customer's Account, regardless of
current marked quotations, is inadequate to secure the Account and Customer's
obligations to UBS-S LLC hereunder; (vi) the Account shall incur a deficit
balance and such deficit balance is not cured within one business day of
customer's receipt of notice of such deficit from UBS-S LLC; (vii) the failure
by Customer to perform, in any material respect, its obligations respecting
delivery, exercise or a notice of allocation of exercise, payment for delivery,
or settlement under Contracts held in the Account (it being understood that any
failure to comply with any Applicable Law shall be deemed material); or (viii)
the failure by Customer, in any material respect, to perform any of its other
obligations hereunder (it being understood that any failure to comply with any
Applicable Law shall be deemed material) and such material failure is not cured
within one business day of Customer's receipt of notice of such material failure
from UBS-S LLC.

     (b)   Remedies. Upon the occurrence of an Event of Default, UBS-S LLC shall
have the right, in addition to any other remedy available to UBS-S LLC at law or
in equity, and in addition to any other action UBS-S LLC may deem appropriate
under the circumstances, to liquidate any or all open Contracts held in or for
the Account, sell any or all of the securities or other property of Customer
held by UBS-S LLC and to apply the proceeds thereof to any amounts owed by
Customer to UBS-S LLC, borrow or buy any options, securities, Contracts or other
property for the Account and cancel any unfilled orders for the purchase or sale
of Contracts for the Account, or take such other or further actions as UBS-S
LLC, in its reasonable discretion, deems necessary or appropriate for its
protection, all without demand for margin and without notice or advertisement.
In the event UBS-S LLC's position would not be jeopardized thereby, UBS-S LLC
will make reasonable efforts under the circumstances to notify Customer prior to
taking any such action. Any such liquidation, sale, purchase, borrowing or
cancellation shall be made at the discretion of UBS-S LLC acting in good faith
in a commercially reasonable manner on a contract market, through a clearing
house, on other markets, at public auction or by private transaction. Customer
acknowledges and agrees that a prior demand or margin call of any kind from
UBS-S LLC or prior notice from UBS-S LLC shall not be considered a waiver of
UBS-S LLC's right to take any action without notice or demand. In any
transaction described above, UBS-S LLC may sell any Collateral to itself or its
affiliates or buy any Collateral from itself or its affiliates. UBS-S LLC may,
to the extent permitted by law, purchase the whole or any part thereof free from
any right of redemption. In all cases, Customer shall remain liable for and
shall pay to UBS-S LLC on demand the amount of any deficiency in its Account
resulting from any such transaction, and Customer shall reimburse, compensate
and indemnify UBS-S LLC for any and all costs, losses, penalties, fines,

                                      -3-



taxes and damages which UBS-S LLC may incur, including reasonable attorneys'
fees incurred in connection with the exercise of its remedies and the recovery
of any such costs, losses, penalties, fines, taxes and damages.

11.  EXCULPATION AND INDEMNIFICATION

     (a)   Exculpation. Neither UBS-S LLC nor any of its managing directors,
officers, employees or affiliates shall be liable for any costs, losses,
penalties, fines, Taxes and damages sustained or incurred by Customer other than
as a result of UBS-S LLC's negligence or reckless or intentional misconduct or
breach of this Agreement. Without limiting the generality of the foregoing,
neither UBS-S LLC nor any of its managing directors, officers, employees or
affiliates shall have any responsibility or liability to Customer hereunder for
any costs, losses, penalties, fines, Taxes and damages, including consequential,
incidental or special damages, sustained or incurred by Customer, (i) in
connection with the performance or non-performance by any contract market,
clearing house, clearing firm or other third party (including other exchange
members, banks and floor brokers) to UBS-S LLC of its obligations in respect of
any Contract or other property of Customer; (ii) as a result of any prediction,
recommendation or advice made or given by a representative of UBS-S LLC whether
or not made or given at the request of Customer; (iii) as a result of any delay
in the performance or non-performance of any of UBS-S LLC's obligations
hereunder to the extent that losses arising therefrom are, directly or
indirectly, caused by the occurrence of any contingency beyond the control of
UBS-S LLC including, but not limited to, the unscheduled closure of an exchange
or contract market or delays in the transmission of orders due to breakdowns or
failures of transmission or communication facilities, execution, and/or trading
facilities or other systems; (iv) as a result of any action taken by UBS-S LLC,
its managing directors, officers, employees, agents (including other clearing
firms through which transactions are effected on behalf of Customer) or floor
brokers, to comply with Applicable Law; or (v) for any acts or omissions of
those neither employed nor supervised by UBS-S LLC. Moreover, UBS-S LLC shall
have no responsibility for compliance by Customer with any law or regulation
governing Customer's conduct as a fiduciary, if applicable.

     (b)   Force Majeure and Acts of State. In the event that UBS-S LLC's
performance of any of its obligations and undertakings hereunder shall be
interrupted or delayed by any occurrence not occasioned by the conduct of either
party hereto, whether such occurrence shall be an act of God or the common enemy
or the result of war, riot, civil commotion, sovereign conduct or other acts of
State, or the act or conduct of any person or persons not party or privy hereto,
then UBS-S LLC shall be excused from performance for such period of time as is
reasonably necessary after such occurrence to remedy the effects thereof and
neither UBS-S LLC nor any of its managing directors, officers, employees or
affiliates shall be directly or indirectly responsible for losses occasioned
thereby.

     (c)   Indemnification. Customer agrees to indemnify and hold UBS-S LLC
harmless from and against any and all costs (including reasonable attorneys'
fees), losses, penalties, fines, taxes and damages ("Losses") incurred by UBS-S
LLC as a result of any action taken or not taken by UBS-S LLC in reliance upon
any instructions, notices and communications which UBS-S LLC believes to be that
of an individual authorized to act on behalf of Customer, or in connection with
UBS-S LLC's recovery of any such Losses, except for such Losses which arise out,
are based upon or related to UBS-S LLC' negligence, reckless or intentional
misconduct or breach of this Agreement. UBS-S LLC agrees to indemnify and hold
harmless Customer from and against any and all Losses which arise out, are based
upon or related to UBS-S LLC' negligence, reckless or intentional misconduct or
breach of this Agreement.

12.  TERMINATION

     This Agreement is not exclusive and runs for successive one year terms to
be renewed automatically each year unless terminated. This Agreement may be
terminated by the Customer or UBS-S LLC without penalty upon thirty (30) days'
prior written notice to the other party (except where an Event of Default has
occurred or in UBS-S LLC's reasonable discretion, there has been a material
adverse change in the Customer's financial position, in which case, only prior
written notice will be required); provided, however, that any such termination
shall not relieve either party of any obligations in connection with any debit
or credit balance in the Account or other liability or obligation arising or
accruing prior to such termination.

13.  LIQUIDATION OF OFFSETTING POSITIONS

     UBS-S LLC shall liquidate any Contract for which an offsetting order is
entered by Customer, unless Customer instructs UBS-S LLC not to liquidate such
Contract and to maintain the offsetting Contracts as open positions; provided,
that UBS-S LLC shall not be obligated to comply with any such instructions given
by Customer if Customer fails to provide UBS-S LLC with any representations,
documentation or information reasonably requested by UBS-S LLC or if, in UBS-S
LLC's reasonable judgment, any failure to liquidate such offsetting Contracts
against each other would result in a violation of Applicable Law.

14.  REPORTS AND OBJECTIONS

(a)  All confirmations, purchase and sale notices, correction notices and
account statements (collectively, "Reports") shall be submitted to Customer and
shall be conclusive and binding on Customer unless Customer notifies UBS-S LLC
of any objection thereto prior to the opening of trading on the contract market
on which such transaction occurred on the business day following the day on
which Customer receives such Report; provided, that with respect to monthly
statements, Customer may notify UBS-S LLC of any objection thereto within five
business days after receipt of such monthly statement, provided the objection
could not have been raised at the time any prior Report was received by Customer
as provided for above. Any such notice of objection, if given orally to UBS-S
LLC, shall immediately (and in no event later than within one business day) be
confirmed in writing by Customer.

(b)  Customer consents to the electronic delivery of Reports via facsimile,
electronic mail, computer networks (e.g., local area networks, commercial
on-line services and SwisKey) or other electronic means agreed upon by Customer
and UBS-S LLC. Customer may revoke its consent at any time upon

                                      -4-



reasonable notice to UBS-S LLC.

15.  FOREIGN CURRENCY TRANSACTIONS

     In the event that the Customer directs UBS-S LLC to enter into any Contract
on an exchange on which such transactions are effected in a currency other than
the U.S. dollar, any profit or loss arising as a result of a fluctuation in the
exchange rate affecting such currency will be entirely for the account and risk
of the Customer. All initial and subsequent deposits for margin purposes, and
the return to the Customer of any funds, are expected to be made in the currency
of contract settlement. Should the Customer elect to deposits funds other than
the currency of settlement or instruct UBS-S LLC to convert funds which are
already on deposit in another currency, UBS-S LLC shall debit or credit the
Account of Customer at a rate of exchange determined by UBS-S LLC in its sole
discretion on the basis of the then prevailing market rate of exchange for such
foreign currency.

16.  UBS-S LLC'S RESPONSIBILITY

     UBS-S LLC is not acting as a fiduciary, foundation manager, commodity pool
operator, commodity trading advisor or investment adviser in respect of any
Account opened by Customer and UBS-S LLC shall have no responsibility hereunder
for compliance with any law or regulation governing the conduct of fiduciaries,
foundation managers, commodity pool operators, commodity trading advisors or
investment advisers.

17.  ADVICE

     All advice communicated by UBS-S LLC with respect to any Account opened by
Customer hereunder is incidental to the conduct of UBS-S LLC's business as a
futures commission merchant, does not constitute an offer to sell or the
solicitation of an offer to buy any Contract, and such advice will not serve as
the primary basis for any decision by or on behalf of Customer. UBS-S LLC shall
have no discretionary authority, power or control over any decisions made by or
on behalf of Customer in respect of the Account, regardless of whether Customer
relies on the advice of UBS-S LLC in making any such decision. Any such advice,
although based upon information from sources UBS-S LLC believes to be reliable,
may be incomplete or inaccurate, may not be verified and may be changed without
notice to Customer. UBS-S LLC makes no representation as to the accuracy,
completeness, reliability or prudence of any such advice or information or as to
the tax consequences of Customer's futures or options trading. UBS-S LLC is a
separate and independent corporate entity, distinct from its affiliates and it
shall be free to purchase and sell Contracts for any affiliates without
limitation or restriction. The relationship between UBS-S LLC and Customer as
described herein shall not affect any provisions of credit to Customer by UBS AG
or any other subsidiary of UBS AG. Moreover, Customer acknowledges that UBS-S
LLC and its managing directors, officers, employees and affiliates may take or
hold positions in, or advise other customers concerning, contracts which are the
subject of advice from UBS-S LLC to Customer. The positions and advice of UBS-S
LLC and its managing directors, officers, employees and affiliates may be
inconsistent with or contrary to positions of, and the advice given by, UBS-S
LLC to Customer.

18.  FINANCIAL AND OTHER INFORMATION

     Customer agrees to furnish appropriate financial statements to UBS-S LLC
and to inform UBS-S LLC of any material changes in the financial position of
Customer and to furnish promptly such other information concerning Customer as
UBS-S LLC reasonably requests. UBS-S LLC is authorized from time to time to
contact banks, financial institutions and credit agencies for verification of
the financial condition of Customer. Customer agrees that UBS-S LLC may, from
time to time, share with its branches, agencies and affiliates, certain
non-public information concerning Customer.

19.  RECORDING

     UBS-S LLC, in its sole and absolute discretion, may record, on tape or
otherwise, any telephone conversation between UBS-S LLC and Customer involving
their respective officers, agents and employees. Customer hereby agrees and
consents to such recording, with or without the use of an automatic tone warning
device, and waives any right Customer may have to object to the use or
admissibility into evidence of such recording in any legal proceeding between
Customer and UBS-S LLC or in any other proceeding to which UBS-S LLC is a party
or in which UBS -S LLC's records are subpoenaed. Customer acknowledges that
UBS-S LLC may erase such recordings after a reasonable period of time.

20.  ACCOUNTS INTRODUCED BY OTHER BROKERS

     If UBS-S LLC is carrying the Account of Customer as executing or clearing
broker by arrangement with another broker through whose courtesy the Account has
been introduced to UBS-S LLC, then, until receipt from Customer of written
notice to the contrary, UBS-S LLC may accept from such other broker, without
inquiry or investigation by UBS-S LLC, (i) orders for the purchase or sale in
the Account of Contracts, and (ii) any other instructions concerning the
Account. UBS-S LLC shall not be responsible or liable for any acts or omissions
of such other broker or its employees.

21.  SEVERABILITY

     If any provision of this Agreement is, or at any time becomes, inconsistent
with any present or future Applicable Law, and if any of these authorities have
jurisdiction over the subject matter of this Agreement, the inconsistent
provision shall be deemed superseded or modified to conform with such law, rule
or regulation but in all other respects, this Agreement shall continue and
remain in full force and effect.

                                      -5-



22.  BINDING EFFECT

     This Agreement shall be binding on and inure to the benefit of the parties
and their successors. UBS-S LLC shall have the right to transfer or assign this
Agreement (and thereby the Account) to any successor entity or to another
properly registered futures commission merchant in its sole and absolute
discretion and without then obtaining the consent of Customer. Customer hereby
expressly consents to any such transfer and assignment.

23.  ENTIRE AGREEMENT

     This Agreement contains the entire agreement between the parties and
supersedes any prior agreements between the parties as to the subject matter
hereof. No provision of this Agreement shall in any respect be waived, altered,
modified, or amended unless such waiver, alteration, modification or amendment
is signed by the party against whom such waiver, alteration, modification or
amendment is to be enforced.

24.  INSTRUCTIONS, NOTICES OR COMMUNICATIONS

     (a)   Except as specifically otherwise provided in this Agreement, all
instructions, notices or other communications may be oral or written. All oral
instructions, unless custom and usage of trade dictate otherwise, shall be
promptly confirmed in writing. All written instructions, notices or other
communications shall be addressed as follows:

     (i)   if to UBS-S LLC:

           UBS Securities LLC
           677 Washington Blvd
           Stamford, CT 06901
           Attn: Client Services Representative

     (ii)  if to Customer at the address as indicated on the New Account
           Information Form.

     (b)   All instructions, notices or other communications sent, whether by
mail, telex, facsimile transmission or otherwise, shall be deemed given when
deposited in the mail, or sent by telex or facsimile transmission or other
electronic means acceptable to the recipient thereof, and deemed delivered to
Customer personally, whether actually received by Customer or not. All
instructions, notices or other communications to UBS-S LLC shall be directed to
UBS-S LLC's office at the address listed above or such other addresses as UBS-S
LLC may hereafter direct to Customer in writing.

25.  RIGHTS AND REMEDIES CUMULATIVE

     All rights and remedies arising under this Agreement as amended and
modified from time to time are cumulative and not exclusive of any rights or
remedies which may be available at law or otherwise.

26.  NO WAIVER

     No failure on the part of UBS-S LLC to exercise, and no delay in
exercising, any contractual right will operate as a waiver thereof, nor will any
single or partial exercise by UBS-S LLC of any right preclude any other or
future exercise thereof or the exercise of any other partial right.

27.  GOVERNING LAW

     THE INTERPRETATION AND ENFORCEMENT OF THIS AGREEMENT AND THE RIGHTS,
OBLIGATIONS AND REMEDIES OF THE PARTIES SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS, WITHOUT REGARD TO PRINCIPLES
OF CHOICE OF LAW.

28.  CONSENT TO JURISDICTION

     Any litigation between UBS-S LLC and Customer relating to this Agreement or
transactions hereunder shall take place in the Courts of the State of Illinois
located in Cook County or in the United States District Court for the Northern
District of Illinois, and the parties agree to submit to such exclusive
jurisdiction. Customer consents to the service of process by the mailing to
Customer of copies of such court filing by certified mail to the address of
Customer as it appears on the books and records of UBS-S LLC, such service to be
effective ten days after mailing. Customer hereby waives irrevocably any
immunity to which it might otherwise be entitled in any arbitration, action at
law, suit in equity or any other proceeding arising out of or based on this
Agreement or any transaction in connection herewith.

29.  WAIVER OF JURY TRIAL

     Customer hereby waives trial by jury in any action or proceeding arising
out of or relating to this Agreement or any transaction in connection herewith.

30.  ACCEPTANCE OF AGREEMENT

     This Agreement shall not be deemed to be accepted by UBS-S LLC or become a
binding contract between Customer and UBS-S LLC until

                                      -6-



approved by a duly authorized officer of UBS-S LLC in writing.

31.  CUSTOMER ACKNOWLEDGEMENTS

     (a) CUSTOMER HEREBY ACKNOWLEDGES THAT IT HAS RECEIVED AND UNDERSTANDS THE
FOLLOWING DISCLOSURE STATEMENTS FURNISHED HEREWITH (check where applicable):

( )  Risk Disclosure Statement for Futures and Options

     (b) (The following must be completed by Customers who will engage in
transactions for hedging purposes only.) Customer has indicated on the New
Account Information Form that the Account is for hedging purposes. Customer
represents that it is familiar with CFTC and exchange laws, rules, regulations,
and advisories concerning hedging. Unless Customer specifically notifies UBS-S
LLC to the contrary in writing with respect to any transaction, all transactions
effected for the Account will be bona fide hedging transactions as described in
Section 4a of the Commodity Exchange Act, as amended, and Rule 1.3(z)
promulgated thereunder (a copy of which may be obtained from UBS-S LLC upon
request). As such, in accordance with CFTC Rule 190.06, Customer may specify
whether, in the unlikely event of UBS-S LLC's bankruptcy, Customer prefers that
the trustee liquidate open commodity contracts in the Account without seeking
Customer's instructions. Accordingly, in the event of UBS-S LLC's bankruptcy,
the trustee should (check one of the following):

( )  Attempt to contact Customer for instructions regarding the disposition of
open contracts in the Account.

( )  Liquidate open commodity contracts without seeking Customer's instructions.

This instruction may be changed at any time by written notice sent to UBS-S LLC.

32.  SERIES DISCLAIMER.

The parties hereto acknowledge and agree that the Customer is a wholly-owned
subsidiary of The Frontier Fund, a Delaware statutory trust (the " Trust") and
that the Trust is organized in series pursuant to Sections 3804(a) and
3806(b)(2) of the Delaware Statutory Trust Act. As such, the debts, liabilities,
obligations and expenses incurred, contracted for or otherwise existing with
respect to each series of the Trust shall be enforceable against the assets of
such series of the Trust only, and not against the assets of the Trust generally
or the assets of any other series of the Trust or against the Trustee of the
Trust. There may be several series of the Trust created pursuant to the
Declaration of Trust and Trust Agreement of the Trust.

                                      -7-



     IN WITNESS WHEREOF, Customer has executed this Agreement on the date
indicated below.

__________________________________
("Customer")

                                                                  
By:______________________________   _________________________________   ___________________
    Print Name and Title                Signature                                 Date


By:______________________________   _________________________________   ___________________
    Print Name and Title                Signature                                 Date

- -------------------------------------------------------------------------------------------
ATTESTED BY:


By:______________________________   _________________________________   ___________________
    Print Name and Title                Signature                                 Date

- -------------------------------------------------------------------------------------------

ACCEPTED BY UBS SECURITIES LLC


By:______________________________   _________________________________   ___________________
    Print Name and Title                Signature                                 Date


By:______________________________   _________________________________   ___________________
    Print Name and Title                Signature                                 Date



                                      -8-



                            CONSENT TO TRANSFER FUNDS

     The undersigned acknowledges that UBS-S LLC may, until it receives a
written notice of revocation with respect thereto, in its sole and absolute
discretion and without prior notice to the undersigned, transfer any funds,
securities, commodities, Contracts or other property from any account maintained
by the undersigned to any other account of the undersigned maintained by UBS-S
LLC or any of its affiliates. UBS-S LLC will promptly confirm in writing each
transfer of funds, securities, commodities, Contracts or other property pursuant
hereto. UBS-S LLC shall not be liable for making or failing to make any transfer
authorized hereby.

Signature:_________________________________       Signature:
Date:______________________________________       Date:
Name & Title - Please Print _______________       Name & Title - Please Print
     ______________________________________

                               CROSS TRADE CONSENT

     The undersigned consents to transactions whereby UBS-S LLC, its officers,
directors, employees or subsidiaries or other customers of UBS-S LLC or of the
servicing floor broker may be from time to time on the opposite side of orders
for physicals or for purchase or sale of futures contracts and option contracts
placed for the undersigned's Account in conformity with regulations of the
Commodity Futures Trading Commission and the by-laws, rules and regulations of
the contract market (and its clearing house, if any) on which such order is
executed.

Signature:_________________________________       Signature:
Date:______________________________________       Date:
Name & Title - Please Print _______________       Name & Title - Please Print
     ______________________________________

                                      -9-



                POWER OF ATTORNEY LIMITED TO PURCHASES AND SALES
                              OF FUTURES CONTRACTS

The undersigned hereby authorizes ___________________________ (the "Advisor") as
his/her agent and attorney to buy, sell and trade in commodities and/or futures
contracts and options thereon, in accordance with UBS SECURITIES LLC ("UBS-S
LLC") terms and conditions for the undersigned's account and risk and in the
undersigned's name through UBS-S LLC as brokers. The undersigned hereby agrees
to indemnify and hold UBS-S LLC harmless from and to pay UBS-S LLC promptly on
demand any and all losses arising therefrom or debit balance due thereon. The
undersigned confirms it has received a copy of Advisor's Disclosure Document. If
not, the undersigned has attached a written explanation of the reason(s)
therefor.

In all such purchases, sales or trades UBS-S LLC is authorized to follow the
instructions of the Advisor in every respect concerning the undersigned's
account with UBS-S LLC; and the Advisor is authorized to act for the undersigned
and on the undersigned's behalf in the same manner and with the same force and
effect as the undersigned might or could do with respect to such purchases,
sales or trades as well as with respect to all other things necessary or
incidental to the furtherance or conduct of such purchases, sales or trades. The
undersigned understands that UBS-S LLC is in no way responsible for any loss to
the undersigned occasioned by the actions of the Advisor and that UBS-S LLC does
not, by implication or otherwise, endorse the operating methods of the Advisor.
The undersigned hereby ratifies and confirms any and all transactions with UBS-S
LLC heretofore or hereafter made by the Advisor for the undersigned's account.

This authorization and indemnity is in addition to (and in no way limits or
restricts) any rights which UBS-S LLC may have under any other agreement or
agreements between the undersigned and UBS-S LLC. This authorization and
indemnity is a continuing one and shall remain in full force and effect until
revoked by the undersigned by a written notice addressed to UBS-S LLC but such
revocation shall not affect any liability in any resulting transaction initiated
prior to such revocation. This authorization and indemnity shall inure to the
benefit of UBS-S LLC and any successors or assigns.

  ___________________________________   Signature: ___________________________
  (Name of Customer - Please Print)            Date: ___________________________
                                               Name & Title - Please Print _____
                                                ________________________________

                                      -10-



                              ACCOUNT TRANSFER FORM

                                                           _____________________
                                                           Date

________________________________________
Current Broker Name

________________________________________
Address

________________________________________
City, State Zip Code

Attn: Account Transfers

Dear Sir:

Please be advised that I (we) wish to transfer all open positions and/or equity
in account number(s) _______________________________________________ maintained
at your firm to UBS SECURITIES LLC, 677 Washington Blvd, Stamford, CT 06901
effective on the close of business on ___________________________ . You are
hereby directed to immediately transfer all open positions in the account(s) and
to issue a check representing the net available cash to UBS SECURITIES LLC In
addition, all securities, certificates, warehouse receipts, etc. are to be
transferred immediately.

Please contact UBS SECURITIES LLC's account transfer department at (203)
719-5178 with any questions.



                                                
INDIVIDUAL OR JOINT ACCOUNTS                           PARTNERSHIP ACCOUNTS

____________________________________________        ___________________________________________
Signature of Customer                               Signature of General Partner

____________________________________________        ___________________________________________
Printed Name                                        Printed Name

____________________________________________        ___________________________________________
Signature of Customer                               Signature of General Partner

____________________________________________        ___________________________________________
Printed Name                                        Printed Name


CORPORATE ACCOUNTS                                     TRUST ACCOUNTS

____________________________________________        ___________________________________________
Account Name                                        Account Name

____________________________________________        ___________________________________________
Signature of Authorized Officer                     Signature of Trustee

____________________________________________        ___________________________________________
Printed Name                                        Printed Name


                                      -11-

EX-10.21

[Logo of Bank of America]
Banc of America Futures, Incorporated
A Bank of America Company
                                                                   Exhibit 10.21

                               Customer Agreement

In consideration of Banc of America Futures, Incorporated ("Broker") agreeing to
carry one or more electronic accounts ("Account(s)") for the undersigned
("Customer") and provide services to Customer in connection with the purchase
and sale of cash commodities, commodity futures contracts, options on cash
commodities, options on futures contracts, forward or leverage contracts and any
similar instruments ("Commodities") which may be purchased or sold by or through
Broker for Customer's Account(s), Customer agrees and represents that:

1. Broker authorization. Customer authorizes Broker to purchase and sell
Commodities, as either agent or principal, for Customer's Account(s) in
accordance with the oral or written instructions of Customer or persons
authorized in writing to act on Customer's behalf. All such instructions must
contain sufficient information to permit Broker to execute orders without the
exercise of discretion. Customer hereby waives any defense that any such
instruction was not in writing as may be required by the Statute of Frauds or
any other law, rule or regulation. Unless Customer specifies to the contrary,
Broker is authorized to execute all orders on any contract market, exchange,
board of trade or other market where such business is conducted which may be
deemed by Broker, in its sole and absolute discretion, to be appropriate.
Customer further authorizes Broker to employ clearing members (including,
without limitation, on exchanges where Broker is not a member), floor brokers
and other agents in connection with the execution, carrying, clearance, delivery
and settlement of any such purchases and sales of Commodities. Neither Broker
nor any managing director, officer, employee or affiliate of Broker will act as
a fiduciary, commodity pool operator, commodity trading advisor or investment
adviser in respect of Customer's Account(s) nor shall Broker have any
responsibility for compliance with any law or regulation governing the conduct
of fiduciaries, commodity pool operators, commodity trading advisors or
investment advisers.

2. Broker's responsibility. Broker will attempt to execute all orders which it
may, in its sole discretion, choose to accept for the purchase or sale of
Commodities in accordance with the oral or written instructions of the Customer.
Broker's purchase and sale of Commodities for Customer's Account(s) shall be
subject to the terms of this Agreement and to the constitution, bylaws, rules,
regulations, rulings of relevant exchanges or clearing houses, and to all
applicable governmental laws and regulations (collectively, "Rules of Law"),
including without limitation, any Rules of Law relating to the conduct of
Broker's futures trading business and Broker's status as a subsidiary of a
United States bank holding company; provided however, that Customer shall not be
relieved of any obligation hereunder by reason of Broker's failure to comply
with any of the foregoing; and provided further that Customer shall be granted
no rights under any Rules of Law solely as a consequence of having executed this
Agreement.

3. Margin. Customer, without notice or demand, shall deposit and continuously
maintain in Customer's Account(s) sufficient funds to comply with any and all
margin requirements established by Broker, in its sole and absolute discretion,
or if none has been established by Broker, to comply with all applicable
exchange or legally imposed margin requirements. Customer acknowledges and
agrees that margins required by Broker may exceed the minimum legally imposed or
exchange margin requirements and may be increased or decreased from time to time
at the sole discretion of Broker, without advance notice to Customer. No
previous margin requirement shall establish any precedent nor shall Broker be
bound by any such previous margin requirement. If requested by Broker, all
margin deposits shall be made immediately by bank wire transfer, and Customer
shall provide Broker with any information requested by Broker to confirm such
transfers. Broker shall not be liable to Customer for the loss of any margin
deposits which results, directly or indirectly, from the bankruptcy, insolvency,
liquidation, receivership, custodianship, or assignment for the benefit of
creditors of any bank, clearing broker, exchange, clearing organization or other
entity.

                                       1



[Logo of Bank of America]
Banc of America Futures, Incorporated
A Bank of America Company

4. Position limits. Broker shall have the right to limit the size of any
positions (net or gross) of Customer with respect to Customer's Account(s) and
to refuse to accept orders to establish new positions. Customer shall not,
either acting alone or in combination with others, exceed any position limits
established under any Rules of Law unless Customer has obtained an exemption
from such limits and Broker has been provided with a copy thereof. Customer will
provide Broker with copies of any and all reports filed by Customer with any
regulatory or self-regulatory authorities regarding positions in Commodities
contracts held or controlled by Customer or held or controlled by any other
person on behalf of Customer.


5. Commissions and charges. Customer agrees to pay Broker on demand; (a)
brokerage and commission charges and initial service fees and on-going service
fees at Broker's rates as in effect from time to time ( whether or not other
customers of Broker pay different commissions or charges); (b) separate
commissions, at Broker's rates in effect from time to time upon the exercise or
offset of a Commodity option; (c) any fees, fines, penalties or other charges
imposed on any transaction undertaken for Customer by the exchange or clearing
organization through which it is executed and any fee or tax imposed on such
transactions by any competent authority or self-regulatory organization; (d) the
amount of any trading loss that may result from transactions in Customer's
Account(s); interest and service charges on any Customer deficit balances or on
any other amounts due from Customer at Bank of America N A's then prevailing
reference rate plus one percent together with Broker's costs and reasonable
attorney's fees incurred in collecting any such deficit.


6. Liquidation instructions/delivery. Customer shall provide Broker with
liquidating instructions on open futures positions in expiring contracts five
(5) business days prior to the last trading day or, alternatively, Customer
shall provide to Broker sufficient funds to take delivery or necessary delivery
documents by such deadline. If Customer fails to provide such instructions,
funds or documents by such deadline, Broker may, in its sole discretion, at any
time during the five-day period prior to the last trading day, without notice,
liquidate Customer's position or make or receive delivery on Customer's behalf
upon such terms and conditions as Broker deems advisable, and neither Broker's
exercise of such discretion or its timing shall impose any liability on Broker
or create a defense for Customer against any liability to Broker. If Broker
elects to make delivery on Customer's behalf, Customer authorizes Broker, in its
sole discretion, to borrow or purchase and deliver the necessary delivery
documents. Customer shall guarantee and hold Broker harmless against any costs,
losses, damages or premiums it may incur in making such delivery or may sustain
from its inability to borrow or purchase the necessary contracts and deliver the
necessary delivery documents. In the event Broker takes delivery of any property
for Customer's Account(s), Customer agrees to pay all delivery, storage,
insurance, interest and related charges, and to guarantee and hold Broker
harmless against any loss Broker may suffer directly or indirectly, from a
decline in the value of such property. Customer expressly acknowledges that,
particularly in volatile markets, the making or accepting of delivery may
involve a higher degree of risk than liquidating a position by offset.

7. Maintenance of offsetting positions. It is understood and agreed that Broker
shall liquidate any Commodities contracts for which an offsetting order is
entered by Customer, unless Customer instructs Broker not to liquidate such
Commodities contracts and to maintain the offsetting Commodities contracts as
open positions, provided, however, that Broker shall not be obligated to comply
with any such instructions given by Customer if Customer fails to provide Broker
with any representations, documentation or information reasonably requested by
Broker or if, in Broker's reasonable judgment, any failure to liquidate such
offsetting Commodities contracts against each other would result in a violation
of any Rules of Law.

                                       2



[Logo of Bank of America]
Banc of America Futures, Incorporated
A Bank of America Company

8. Options and provisions

a.   Customer understands that

i.     all short options positions are subject to assignment at any time during
the life of the option, including positions established on the same day that
exercise notices are assigned;
ii.    exercise assignment notices shall be allocated randomly from among all
Customers' short options positions which are subject to exercise, and
iii.   such assignment will automatically result in a commodity futures contract
in Customer's Account(s). Any such future contract shall be subject to
additional margin as may be required with respect to such resulting futures
contract position.

b.   Customer understands that some exchanges and clearing houses have
     established cutoff times for the tender of exercise instructions and that
     an option will become worthless if instructions are not delivered before
     such expiration time. Customer also understands that certain exchanges and
     clearing houses automatically will exercise some "in-the-money" options
     unless instructed otherwise. Customer acknowledges full responsibility for
     taking action either to exercise or to prevent the exercise of an option
     contract. Broker is not required to take any action with respect to an
     option contract, including without limitation any action either to exercise
     a valuable option prior to its expiration date or to prevent the automatic
     exercise of an option, except upon Customer's express instructions. In the
     event that Customer's offset, exercise or closeout instructions cannot be
     executed under prevailing market conditions, Broker may, without notice or
     demand, offset, closeout, abandon or exercise the option and dispose of the
     commodity futures contract created by any such exercise upon any terms and
     by any method which it deems reasonable in its sole discretion.

9. Security interest

a.   All monies, securities, financial instruments, futures contracts, options,
     precious metals or other property (collectively, the "Collateral")
     maintained in the Customer's Account(s) or held for the benefit of the
     Customer by Broker or any of its affiliates, by any clearing house through
     which transactions are executed and/or positions are held by Broker or any
     of its affiliates, on behalf of Customer, now or at any future time, hereby
     are pledged to Broker and shall be subject to a general lien and security
     interest in Broker's favor to secure any and all indebtedness at any time
     owing from Customer to Broker. Customer agrees to take such actions and to
     execute and deliver such documents as Broker may reasonably require from
     time to time to perfect the lien and security interest granted hereunder.


b.   Customer authorizes Broker to borrow, pledge, repledge, hypothecate,
     rehypothecate, loan or invest any such Collateral without notice to
     Customer, whenever Broker deems it necessary or advisable for its
     protection. The rights of Broker set forth above shall be qualified by any
     applicable Rules of Law requiring the segregation of Customer's property.

                                       3



[Logo of Bank of America]
Banc of America Futures, Incorporated
A Bank of America Company

10. Customer's events of default; Broker's remedies. In the event that:

a.   Customer commences a voluntary proceeding, or an involuntary proceeding is
     commenced against the Customer, under any applicable bankruptcy, insolvency
     or other similar law now or hereafter in effect, or a receiver, liquidator,
     trustee, custodian, sequestrator, or other similar official is appointed or
     takes possession (before or after the commencement of any such voluntary or
     involuntary case) of Customer or of any substantial part of the property of
     Customer, or Customer is insolvent, makes any general assignment for the
     benefit of creditors, or fails generally to pay debts as they become due,
     or any similar event shall occur;

b.   Customer shall take any corporate or other action to effect a dissolution,
     liquidation, reorganization, winding up of its affairs or similar event;

c.   Customer's Account(s) is being attached or garnished or Broker receives
     notice of such attachment or garnishment;

d.   Customer shall fail or refuse to pay margin or any other sum as and when
     pursuant to this Agreement or shall breach or default in the performance of
     any other obligation of Customer under this Agreement;

e.   Broker determines, acting in good faith that it is necessary or appropriate
     for any other reason, with or without regard to market quotations, that any
     Collateral or margins deposited with Broker to secure any Customer
     Account(s) is inadequate; then, and in any such event, Broker may at its
     election (in addition to any other rights or remedies it may have at law,
     in equity, under this Agreement or otherwise):

i.     sell, exercise, offset or otherwise liquidate any or all property long in
any Customer Account(s) with Broker or any affiliate of Broker; or clearinghouse
on which contracts are traded, and/or
ii.    buy in, offset or otherwise liquidate any or all property short in any
Customer Account(s) with Broker or any affiliate of Broker; or clearinghouse on
which contracts are traded, and/or
iii.   buy or sell property to enter into and liquidate straddle or spread
positions with respect to any property long or short in any Customer Account(s)
with Broker or any affiliate of Broker; or clearinghouse on which contracts are
traded, and/or
iv.    cancel any outstanding orders, close out any or all outstanding
contracts, close any Customer Account(s) with Broker or any affiliate, sell, set
off against or otherwise dispose of any property of Customer in the custody or
control of Broker or an affiliate of Broker (whether held as margin, or for
safekeeping or otherwise) and satisfy any obligation Customer may have to Broker
or an affiliate of Broker (either directly or by way of guarantee or suretyship)
out of any such property or the proceeds from the sale or other disposition
thereof; and/or
v.     exercise all rights and remedies of a secured party under the Uniform
Commercial Code and under other applicable law.
Any action referred to herein may be taken without notice to Customer. In all
cases, a prior demand, call or notice of the time or place of sale or purchase
shall not be considered a waiver of Broker's right to sell or to buy without
demand, call or notice as herein provided. Any purchase, sale, offset or
liquidation of property may be made according to Broker's judgment and in acting
in good faith in a commercially reasonable manner on any exchange, other
recognized electronic market, through a clearing house, at public auction, by
private transaction, or elsewhere as Broker deems appropriate. In the event that
the property held and applied by Broker pursuant to this Agreement is
insufficient for the payment in full of all liabilities of Customer due to
Broker and any affiliates of Broker, Customer shall remain liable for and shall
promptly pay the deficit upon demand, together with interest thereon and all
costs of collection incurred by Broker in collecting any sums owed hereunder and
any cost incurred in successfully defending against

                                       4



[Logo of Bank of America]
Banc of America Futures, Incorporated
A Bank of America Company

any claims asserted by Customer, including, without limitation, interest and
expenses (including reasonable attorney's fees).

11. Communications

a.     All communications, reports, statements, monies, securities, Commodities
       and other property shall be mailed or otherwise transmitted to Customer
       at Customer's Account(s) mailing address shown on the Customer Account(s)
       Application or to such other address as Customer may designate in
       writing. All communications so sent, by whatever method, shall be deemed
       received by Customer personally at the time so sent whether actually
       received;

b.     no statement of account rendered by Broker to Customer may be objected to
       by Customer, unless Customer objects to Broker in writing within ten (10)
       business days. If Customer fails to object, Customer will be deemed to
       have adopted and ratified all transactions reflected on such
       communications, and to have waived any rights to have such transactions
       removed from Customer's Account(s);

c.     margin calls may not be objected to by Customer unless objected to
       immediately by telephone or wire; and (d) Customer shall provide to
       Broker any information requested by Broker pursuant to any applicable
       Rules of Law.

12. Market recommendations and information. Customer agrees that:

a.     any market recommendations or information communicated to Customer by
       Broker, although based upon information obtained from sources believed by
       Broker to be reliable, are opinions only and may be inaccurate,
       incomplete and unverified; and

b.     Broker makes no representation, warranty or guarantee as to, and shall
       not be responsible for the accuracy or completeness of, or Customer's
       reliance upon, any such recommendations or information. Customer agrees
       that Broker, its affiliates or representatives, may have a position in
       and may intend to buy or sell Commodities which are the subject of market
       recommendations furnished to Customer, and that the market position of
       Broker or any such affiliate or representative may or may not be
       consistent with the recommendations furnished to Customer by Broker.

13. Foreign exchange rates. Sums paid to Broker by way of margin and otherwise
("Margin Accounts") shall be paid in the currency that Broker, in its sole and
absolute discretion, shall require. Any risk or cost resulting from conversion
between currencies with respect to Customer's Account(s) or with respect to any
Margin Accounts shall be borne by Customer. Broker shall debit or credit
Customer's Account(s) or Margin Accounts as Broker shall determine for such
conversions in the currency in which Customer's Account(s) or any such Margin
Accounts are maintained at rates of exchange determined by Broker, in its sole
and absolute discretion, on the basis of then prevailing money markets.

14. Credit. Customer authorizes Broker, its affiliates and its or their agents
to investigate Customer's credit standing and in connection therewith to contact
such banks, financial institutions and credit agencies as Broker shall deem
appropriate to verify information regarding Customer. Customer acknowledges that
Bank of America NA is an agent of Broker for such credit analysis. Customer
hereby consents to Bank of America NA as agent, sharing credit and other
information concerning Customer with Broker. Customer further consents to Broker
sharing credit and other information concerning Customer with its parent and
affiliated companies.

15. Recordings. Customer acknowledges, authorizes and consents to the electronic
recording of Customer's telephone conversations with Broker or any of its agents
or associated persons, on tape or otherwise, with or without the use of an
automatic tone warning device. Customer further agrees to the admissibility into
evidence and the use of such recordings and transcripts thereof as evidence by
either

                                       5



[Logo of Bank of America]
Banc of America Futures, Incorporated
A Bank of America Company

party in any dispute between Broker and Customer. Broker shall not be required
to maintain copies of such recordings and transcripts.

16. Cross-trade authorization. Customer consents to transactions whereby Broker,
its directors, officers, employees, affiliates or floor brokers may become the
buyer to Customer's sell order or the seller to Customer's buy order, provided
that such transactions are made in compliance with any applicable Rules of Law,
contract market, exchange, board of trade or other market that, from time to
time, adopts rules requiring Customer's authorization for such transactions.

17. Deleted per your request.

18. Customer representations and warranties. Customer represents and warrants
that:

a.     Customer is duly organized, validly existing and in good standing in all
       jurisdictions when failure to be empowered as described above would have
       a material adverse effect;

b.     Customer has full power, right and authority to enter into this Agreement
       and to effectuate transactions in futures contracts and options as
       contemplated hereby;

c.     the agent signing this Agreement is authorized and duly empowered to do
       so on behalf of Customer;

d.     the statements contained on Customer's Account Application (including any
       financial statement submitted therewith) are true and correct to the best
       of the Customer's knowledge;

e.     no person or entity has any interest in or control of the Customer's
       Account(s) to which this Agreement pertains except as disclosed herein;

f.     no person with any interest in the Customer's Account(s) is an officer,
       director, partner or employee of any commodity exchange, commodity
       self-regulatory organization or member firm of any such exchange or
       self-regulatory organization; and

g.     Customer shall promptly notify Broker in writing if any of the above
       representations shall materially change or cease to be true and correct.

If more than one person or entity owns an interest in the Customer's Account(s)
to which this Agreement pertains, all such persons and entities shall execute
this Agreement and each shall be deemed to be the Customer.

19. Customer Acknowledgements. Customer acknowledges the following:

a.     a contract market, exchange, board of trade or other market may, from
       time to time, subject Customer to affirmative reporting obligations;

b.     Broker does not permit its Account Executives to either exercise
       discretion or manage a commodity account, or hold a power of attorney
       over a commodity account;

c.     Broker is a separate and independent corporate entity, distinct from its
       affiliates;

d.     Broker may purchase and sell futures contracts for its affiliates without
       limitation or restriction; and

e.     Customer's opening and maintaining Account(s) with Broker does not in any
       way affect the providing of credit to Customer by Bank of America NA or
       any other affiliate of Broker.

                                       6



[Logo of Bank of America]
Banc of America Futures, Incorporated
A Bank of America Company

20. Limitation of Liability and Indemnification. Broker shall not be responsible
for any loss or damage caused, directly or indirectly, from any delays or
inaccuracies in the transmission of orders or other information due to a
breakdown in or failure of any transmission or communication facility or any
other cause beyond Broker's control. Customer will not hold Broker responsible
for any losses incurred through following Broker's trading recommendations or
suggestions. Broker shall not be liable for any loss, cost, expense or damage to
Customer other than as a- result of Broker's gross negligence, willful
misconduct or fraud. Customer agrees that Broker will not be liable for
consequential, incidental or special damages unless due to the Broker's gross
negligence, willful misconduct or fraud. In no event shall Broker be liable for
the acts of any person other than Broker and its employees. Broker is not acting
as a fiduciary of the Customer and shall have no responsibility for compliance
with -any law or regulation governing the conduct of fiduciaries. In the event
Broker is made a party to any claim, dispute or litigation or otherwise incurs
any loss or expense in connection with Customer's obligations arising from this
Agreement, Customer hereby agrees to pay, indemnify and hold Broker harmless
from and against any and all loss, liability, damage, cost or expense incurred
(including, without limitation, Broker's reasonable attorneys fees).

21. Miscellaneous provisions

a.     This Agreement, including all authorizations, shall be binding on and
       inure to the benefit of Broker, its successors and assigns and shall be
       binding on and inure to the benefit of Customer and Customer's legal
       representatives, executors, trustees, administrators, successors and
       assigns.

b.     If any provision or condition of this Agreement shall be held to be
       invalid or unenforceable by any court or any regulatory or
       self-regulatory authority, such invalidity or unenforceability shall
       attach only to such provision or condition. The validity of the remaining
       provisions and conditions of this Agreement shall not be affected thereby
       and this Agreement shall be carried out as if such invalid or
       unenforceable provision or condition were not contained herein.

c.     No amendment to this Agreement shall be effective unless in writing and
       signed by both Customer and a properly authorized executive officer of
       Broker. This instrument contains the entire Agreement of the parties,
       superseding any and all prior agreements and there are no other terms,
       conditions or obligations other than those contained herein.

d.     Customer shall immediately notify Broker in writing of any intent on the
       part of Customer to dissolve or of any amendments to its corporate
       resolution(s) affecting its ability to act under this Agreement or to
       trade Commodities.

e.     Except as otherwise provided in this section, the Broker agrees to
       maintain the confidentiality of all information in connection with this
       Agreement or other information respecting the Customer and/or its
       accounts and business with the Broker, provided to the Broker by the
       Customer or otherwise known to the Broker ("Customer Information"). The
       Customer acknowledges and agrees that the Broker may disclose from time
       to time Customer Information to other offices and branches of the Broker
       and to the Broker's subsidiaries and affiliates. The Customer further
       consents to the disclosure of Customer Information by the Broker, or any
       such subsidiary or affiliate of the Broker

       i.     at the request of any governmental, regulatory or other similar
              agency or authority having jurisdiction over the Broker or such
              subsidiary or affiliate,

       ii.    pursuant to subpoena or other court process, or to the extent
              required in connection with any litigation between such Broker,
              subsidiary or affiliate and the Customer, provided that such
              disclosure is subject to an appropriate protective order if such
              protective order is available, and (iii) when otherwise required
              to do so in accordance with applicable law.

f.     "The parties hereto acknowledge and agree that the Customer is a
wholly-owned subsidiary of The Frontier Fund, a Delaware statutory trust ( the
"Trust") and that the Trust is organized in series pursuant to Sections 3804(a)
and 3806(b)2 of the Delaware Statutory Trust Act. As such, the debts,

                                       7



[Logo of Bank of America]
Banc of America Futures, Incorporated
A Bank of America Company

liabilities, obligations and expenses incurred, contracted for or otherwise
existing with respect to each series of the Trust shall be enforceable against
the assets series of the Trust only, and not against the assets of the Trust
generally or the assets of any other series of the Trust or against the Trustee
of the Trust. There may be several series of the Trust created pursuant to the
Declaration of Trust Agreement of the Trust."

22. Term. This Agreement shall be retroactive and shall apply to any transaction
which may have been previously entered into for Customer's Account(s). Either
party may cancel this Agreement by notifying the other party in writing of its
desire to do so, but all of the rights, duties and obligations of the parties
hereunder relating to transactions effected prior to cancellation shall survive
cancellation.

This agreement is not exclusive and runs for successive one-year terms to be
renewed automatically each year unless terminated. This Agreement is terminable
by the Customer or the Banc of America Futures, Incorporated without penalty
upon (60) day's prior written notice.

23. Governing law and jurisdiction. This Agreement and its enforcement shall be
governed by the laws of the State of Illinois, U.S.A., including construction,
validity, performance and enforcement, without regard to principles of choice of
law.

24. Consent to jurisdiction and service of process. If Customer determines not
to enter into arbitration under the separate arbitration agreement or
arbitration is denied because the controversy is not arbitrable, the following
shall apply:

a.     in any action or proceeding on or in connection with this Agreement, or
       alleged breach thereof or default thereunder, the Customer hereby submits
       and agrees to the jurisdiction and venue of the federal, state and local
       courts in the City of Chicago, waives any and all objections to personal
       jurisdiction within such City and agrees that process may be served on
       Customer in any such action or proceeding by United States registered
       mail directed to Customer at the address referred to in the Customer
       Account Application in accordance with the provisions of any law or rule
       applicable to the court in which such action or proceeding is brought
       with respect to service of process on nonresidents;

b.     in the event that Customer is not domiciled in the United States, such
       Customer hereby appoints and designates Broker as Customer's true and
       lawful attorney-in-fact and duly authorized agent for service of legal
       process, and agrees that service of process upon Broker shall constitute
       personal service of process upon such Customer; provided that Broker
       shall within seven (7) business days after receipt of any such process,
       forward the same by certified or registered mail to the address of such
       Customer as it appears herein; and

c.     Customer hereby waives trial by jury in any such action or proceeding.

25. Notices. Except as otherwise expressly provided in this Agreement, all
instructions, notices or other communications may be oral or written. All
written instructions, notices or other communications shall be sent to a party
at its address as last supplied to the other party.

26. Acceptance of agreement. This Agreement becomes effective only upon
acceptance and execution by an authorized officer of Broker.

27. Signature and additional provisions. Customer agrees to be bound by all
provisions of this Agreement and the applicable account provisions classified
hereunder.

                                       8

EX-10.3

                                                                    EXHIBIT 10.3

                                THE FRONTIER FUND
                               ADVISORY AGREEMENT

This advisory agreement (the "Agreement") dated as of the ___ day of
_____________, 2003, by and among The Frontier Fund, a Delaware statutory trust
(the "Trust"), [Name of Trading Company], a Delaware limited liability company
(the "Trading Company"), Equinox Fund Management, LLC, a Delaware limited
liability company (the "Managing Owner") and [Name of Trading Advisor], a [ ]
(the "Trading Advisor"). Capitalized and other defined terms used and not
expressly defined herein shall have the same respective meanings as set forth in
the Prospectus (as hereinafter defined) of the Trust.

                              W I T N E S S E T H :

WHEREAS, the Trading Company has been organized primarily for the purpose of
trading, buying, selling, spreading or otherwise acquiring, holding or disposing
of futures, forward and options contracts and other derivative instruments, not
held as inventory, on behalf of the proceeds allocable to the sale of one or
more Series of Units of the Trust. The foregoing commodities and other
transactions are collectively referred to as "Commodities"; and

WHEREAS, the Managing Owner is authorized to utilize the services of one or more
commodity trading advisors in connection with the Commodities trading activities
of the various Series of Units of the Trust; and

WHEREAS, the Trust proposes to make an initial public offering (the "Offering")
of the Units in different Series through the Selling Agents, and in connection
therewith, the Trust intends to file with the United States Securities and
Exchange Commission (the "SEC"), pursuant to the United States Securities Act of
1933, as amended (the "1933 Act"), a registration statement on Form S-1 to
register the Units, and as part thereof a prospectus (which registration
statement, together with all amendments thereto, shall be referred to herein as
the "Registration Statement" and which prospectus, in final form, shall be
referred to herein as the "Prospectus"); and

WHEREAS, the Trust will prepare and file applications for registration of the
Units under the securities or Blue Sky laws of such jurisdictions as the
Managing Owner deems appropriate; and

WHEREAS, the Trading Advisor's present business includes the management of
Commodities accounts for its clients; and

WHEREAS, the Trading Advisor is registered as a commodity trading advisor under
the United States Commodity Exchange Act, as amended (the "CE Act"), and is a
member of the National Futures Association (the "NFA") in such capacity and will
maintain such registration and membership for the term of this Agreement; and

WHEREAS, the Trust, the Trading Company and the Trading Advisor desire to enter
into this Agreement in order to set forth the terms and conditions upon which
the Trading Advisor will render and implement commodity advisory services on
behalf of the Trust during the term of this Agreement;

NOW, THEREFORE, the parties agree as follows:

                                       1



1.   Duties of the Trading Advisor.

          (a)  Appointment. The Trading Company and the Managing Owner hereby
appoint the Trading Advisor, and the Trading Advisor hereby accepts appointment,
as the Trading Company's limited attorney-in-fact to exercise discretion to
invest and reinvest in Commodities during the term of this Agreement the amount
of assets allocated to the Trading Advisor by the Managing Owner as set forth on
Exhibit A hereto, as such Exhibit A may be amended from time to time (the
"Allocated Assets") on the terms and conditions and for the purposes set forth
herein. The Managing Owner may adjust the amount of Allocated Assets once a week
during each calendar month. In addition, the Managing Owner also may adjust the
Allocated Assets on any Business Day in the event that the Trust receives
cumulative subscriptions, exchanges or redemptions of Units during any month in
an amount equal to 20% or greater of the Net Asset Value of the Series of which
the proceeds are being invested in the Trading Company as of the most recent
calendar month end. This limited power-of attorney is a continuing power and
shall continue in effect with respect to the Trading Advisor until terminated
hereunder. The Trading Advisor shall have sole authority and responsibility for
independently directing the investment and reinvestment in Commodities of the
Allocated Assets for the term of this Agreement pursuant to the trading
programs, methods, systems, strategies which the Trust and the Managing Owner
have selected to be utilized by the Trading Advisor in trading the Allocated
Assets as set forth on Exhibit A attached here to (the "Trading Approach"),
subject to the trading policies and limitations as set forth in the Prospectus
and attached hereto as Exhibit B (the "Trading Policies and Limitations"), as
the same may be modified from time to time and provided in writing to the
Trading Advisor. The portion of the Allocated Assets to be allocated by the
Trading Advisor at any point in time to one or more of the various trading
strategies comprising the Trading Approach will be determined as set forth in
the Prospectus or as otherwise agreed to with the Managing Owner, it being
understood that trading gains and losses automatically will alter the agreed
upon allocations. Upon receipt of a new allocation, the Trading Advisor will
determine and, if required, adjust its trading in light of the new allocation.

          (b)  Allocation of Responsibilities. The Managing Owner will have the
responsibility for the management of any portion of the Allocated Assets that
are not invested in Commodities. The Trading Advisor will use its good faith
best efforts in determining the investment and reinvestment in Commodities of
the Allocated Assets in compliance with the Trading Policies and Limitations,
and in accordance with the Trading Approach. In the event that the Managing
Owner shall, in its sole and absolute discretion, determine in good faith
following consultation appropriate under the circumstances with the Trading
Advisor that any trading instruction issued by the Trading Advisor violates the
Trust's Trading Policies and Limitations, then the Managing Owner, following
reasonable notice to the Trading Advisor appropriate under the circumstances,
may override such trading instruction. Nothing herein shall be construed to
prevent the Managing Owner from imposing any limitation(s) on the trading
activities of the Trading Company beyond those enumerated in the Prospectus if
the Managing Owner determines that such limitation(s) are necessary or in the
best interests of the Trust or the Trading Company, in which case the Trading
Advisor will adhere to such limitations following written notification thereof.

          (c)  Certain Agreements of the Trading Advisor. The Trading Advisor
agrees that at least 90% of the annual gross income and gain, if any, generated
by its Trading Approach for the Allocated Assets will be "qualifying income"
within the meaning of Section 7704(d) of the Code (it being understood that such
income will largely result from buying and selling Commodities).

          (d)  Modification of Trading Approach. In the event the Trading
Advisor requests to use, or the Managing Owner requests the Trading Advisor to
use, a trading program, system, method or

                                       2



strategy other than or in addition to the trading programs, systems, methods or
strategies comprising the Trading Approach in connection with trading for the
Trading Company (including, without limitation, the deletion or addition of an
agreed upon trading program, system, method or strategy to the then agreed upon
Trading Approach), either in whole or in part, the Trading Advisor may not do so
and/or shall not be required to do so, as appropriate, unless both the Managing
Owner and the Trading Advisor consent thereto in writing.

          (e)  (1) Notification of Material Changes. The Trading Advisor also
agrees to give the Managing Owner prior written notice of any proposed material
change in its Trading Approach, and agrees not to make any material change in
such Trading Approach (as applied to the Trading Company) over the objection of
the Managing Owner, it being understood that the Trading Advisor shall be free
to institute non-material changes in its Trading Approach (as applied to the
Trading Company) without prior written notification. Without limiting the
generality of the foregoing, refinements to the Trading Approach, the deletion
of Commodities (and addition of Commodities then being traded (i) on organized
domestic commodities exchanges, (ii) on foreign commodities exchanges recognized
by the Commodity Futures Trading Commission (the "CFTC") as providing customer
protections comparable to those provided on domestic exchanges, or (iii) in the
interbank foreign currency market) to or from the Trading Approach shall not be
deemed a material change in the Trading Approach, and prior approval of the
Managing Owner shall not be required therefor. The only forward markets that
will be permitted to be utilized are the interbank foreign currency markets and
the London Metal Exchange.

          (2)  Subject to adequate assurances of confidentiality, the Trading
Advisor agrees that it will discuss with the Managing Owner upon request any
trading methods, programs, systems or strategies used by it for trading customer
accounts which differ from the Trading Approach used for the Trading Company,
provided, that nothing contained in this Agreement shall require the Trading
Advisor to disclose what it deems to be proprietary or confidential information.

          (f)  Request for Information. The Trading Advisor agrees to provide
the Managing Owner with any reasonable information concerning the Trading
Advisor that the Trust or the Trading Company may reasonably request (other than
the identity of its customers or proprietary or confidential information
concerning the Trading Approach, subject to receipt of adequate assurances of
confidentiality by the Managing Owner, including, but not limited to,
information regarding any change in control, key personnel, Trading Approach and
financial condition which the Trust or the Trading Company reasonably deems to
be material to the Trust or the Trading Company. The Trading Advisor also shall
notify the Managing Owner of any such matters the Trading Advisor, in its
reasonable judgment, believes may be material to the Trust or the Trading
Company relating to the Trading Advisor and the Trading Approach. During the
term of this Agreement, the Trading Advisor agrees to provide the Managing Owner
with updated monthly information related to the Trading Advisor's performance
results within a reasonable period of time after the end of the month to which
it relates.

          (g)  Notice of Errors. The Trading Advisor is responsible for promptly
reviewing all oral and written confirmations it receives to determine that the
Commodities trades were made in accordance with the Trading Advisor's
instructions. If the Trading Advisor determines that an error was made in
connection with a trade or that a trade was made other than in accordance with
the Trading Advisor's instructions, the Trading Advisor shall promptly notify
the Managing Owner of this fact, and shall utilize its reasonable best efforts
to cause the error or discrepancy to be corrected.

                                       3



2.   Standard of Liability; Indemnification.

          (a)(i) The Trading Advisor shall not be liable to the Managing Owner,
the Trust, the Trustee, the Trading Company or the owners of Units (the "Limited
Owners"), or any of their respective successors or assigns under this Agreement
for any act or failure to act taken or omitted in good faith in a manner
reasonably believed to be in or not opposed to the best interests of the Trust
and the Trading Company if such act or failure to act did not constitute a
breach of this Agreement, misconduct or negligence on the part of the Trading
Advisor. In any threatened, pending or completed action, arbitration, claim,
demand, dispute, lawsuit or other proceeding (each a, "Proceeding") to which the
Trading Advisor was or is a party or is threatened to be made a party arising
out of or in connection with this Agreement or the management of the Trust's or
Trading Company's assets by the Trading Advisor or the offering and sale of
Units, the Managing Owner and the Trading Company shall, subject to subsection
(a)(iii) of this Section 2, indemnify and hold harmless the Trading Advisor and
its principals, officers, directors, members, managers, shareholders, partners,
employees and affiliates ("Principals and Affiliates") against any loss,
liability, damage, cost, expense (including, without limitation, reasonable
attorneys' and accountants' fees), judgments and amounts paid in settlement
("Losses") actually and reasonably incurred by them in connection with such
Proceeding if the Trading Advisor acted in good faith and in a manner reasonably
believed to be in or not opposed to the best interests of the Trust and the
Trading Company and provided that its conduct did not constitute negligence,
misconduct, or a breach of this Agreement; provided, however, that no
indemnification shall be available from the Managing Owner if such
indemnification is prohibited by Section 4.6(c) of the Trust Agreement. The
termination of any Proceeding by judgment, order or settlement shall not, of
itself, create a presumption that the Trading Advisor did not act in good faith
and in a manner reasonably believed to be in or not opposed to the best
interests of the Trust.

          (ii)  Without limiting sub-section (i) above, to the extent that the
Trading Advisor has been successful on the merits or otherwise in defense of any
Proceeding referred to in subsection (i) above, or in defense of any claim,
issue or matter therein, the Managing Owner shall indemnify the Trading Advisor
and its Principals and Affiliates against the expenses (including, without
limitation, reasonable attorneys' and accountants' fees) actually and reasonably
incurred by them in connection therewith.

          (iii) Any indemnification under subsection (i) above, unless ordered
by a court or administrative forum, shall be made by the Managing Owner only as
authorized in the specific case and only upon a determination by independent
legal counsel in a written opinion that such indemnification is proper in the
circumstances because the Trading Advisor has met the applicable standard of
conduct set forth in subsection (i) above; provided however, that no opinion
shall be required to the extent that the Trading Advisor incurs any Losses
arising directly out of (A) an untrue statement of a material fact or any
omission to state a material fact required to be stated in the Prospectus or
necessary to make the statements in the Prospectus, in light of the
circumstances in which they were made not misleading, except for such statements
or omissions based upon information furnished by the Trading Advisor for
inclusion in the Prospectus or(B) any Selling Agent's selling activities. Such
independent legal counsel shall be selected jointly by the Managing Owner and
the Trading Advisor in a timely manner. The Trading Advisor will be deemed to
have approved the Managing Owner's selection unless the Trading Advisor notifies
the Managing Owner in writing, received by Managing Owner within five days of
Managing Owner's telecopying to the Trading Advisor of the notice of Managing
Owner's selection, that the Trading Advisor does not approve the selection.

          (iv)  In the event the Trading Advisor is made a party to any
Proceeding or otherwise incurs any Losses as a result of, or in connection with
the activities or claimed activities of the Trust, the Trading Company or the
Managing Owner or its principals, officers, directors, members, managers,

                                       4



shareholders, partners or employees unrelated to the Trading Advisor, the
Managing Owner shall indemnify, defend and hold harmless the Trading Advisor and
its Principals and Affiliates against any Losses incurred in connection
therewith.

          (b)(i) The Trading Advisor shall indemnify and hold harmless the
Managing Owner, the Trust, the Trustee, the Trading Company and each of their
respective Principals and Affiliates against any Losses actually and reasonably
incurred by them (A) as a result of a breach of any representation, warranty or
agreement of the Trading Advisor made in this Agreement or (B) as a result of
act or omission of the Trading Advisor relating to the Trust or the Trading
Company if there has been a final judicial or regulatory determination that such
act or failure to act constitued a breach of this Agreement misconduct or
negligence on the part of the trading Advisor; provided, however that such final
judicial or regulatory determination shall not be required in the event of a
settlement of any Proceeding with the prior written consent of the Trading
Advisor.

          (ii) In the event the Managing Owner, the Trust, the Trustee or the
Trading Company is made a party to any Proceeding or otherwise incurs any Losses
as a result of, or in connection with, the activities or claimed activities of
the Trading Advisor or its Principals or Affiliates unrelated to the Managing
Owner or the Trading Company's business, the Trading Advisor shall indemnify,
defend and hold harmless the Managing Owner, the Trust, the Trading Company and
their respective Principals and Affiliates against any Losses incurred in
connection therewith.

          (c)  Promptly after receipt by any of the indemnified parties under
this Agreement of notice of any Proceeding, the party seeking indemnification
(the "Indemnitee") shall notify the party from which indemnification is sought
(the "Indemnitor") in writing of the commencement thereof if a claim with
respect thereof is to be made under this Agreement. To the extent that the
Indemnitor has actual knowledge of the commencement of such Proceeding, the
failure to notify the Indemnitor shall not relieve such Indemnitor from any
indemnification liability which it may have to such Indemnitee pursuant to this
Section 2, and the omission to notify the Indemnitor shall not relieve the
Indemnitor from any obligation or liability which it may have to any such
Indemnitee otherwise than under this Section 2. The Indemnitor shall be entitled
to participate in the defense of any such Proceeding and to assume the defense
thereof with the assistance of counsel reasonably satisfactory to the
Indemnitee. In any such Proceeding, the Indemnitee shall have the right to
retain its own counsel, but the fees and expenses of such counsel shall be at
the Indemnitee's own expense unless (i) otherwise agreed by the Indemnitor and
Indemnitee or (ii) the named parties to any such Proceeding (including any
impleaded parties) include both the Indemnitor and the Indemnitee, and
representation of both parties by the same counsel would be inappropriate due to
actual or potential differing interests between them or the existence of
different or additional defenses (it being understood, however, that the
Indemnitor shall not be liable for legal fees or other expenses of more than one
separate firm of attorneys for all such Indemnitees, which firm shall be
designated in writing by such Indemnitees and be reasonably acceptable to the
Indemnitor). The Indemnitee shall cooperate with the Indemnitor in connection
with any such Proceeding and shall make all personnel, books and records
relevant to the Proceeding available to the Indemnitor and grant such
authorizations or powers of attorney to the agents, representatives and counsel
of the Indemnitor as the Indemnitor may reasonably consider desirable in
connection with the defense of any such Proceeding.

          (d)  In the event that a person entitled to indemnification under this
Section 2 is made a party to any Proceeding alleging both matters for which
indemnification can be made hereunder and matters for which indemnification may
not be made hereunder, such person shall be indemnified only for that portion of
the loss, liability, damage, cost or expense incurred in such Proceeding which
relates to the matters for which indemnification can be made.

          (e)  None of the indemnifications contained in this Section 2 shall be
applicable with respect to default judgments, confessions of judgment or
settlements entered into by the party claiming

                                       5



indemnification without the prior written consent, which shall not be
unreasonably withheld, or the party obligated to indemnify such party.

          (f)  The provisions of this Section 2 shall survive the termination of
this Agreement.

3.   Limits on Claims.

          (a)  Prohibited Acts. The Trading Advisor agrees that it will not take
any of the following actions against the Trust: (i) seek a decree or order by a
court having jurisdiction in the premises (A) for relief in respect of the Trust
in an involuntary case or proceeding under the Federal Bankruptcy Code or any
other federal or state bankruptcy, insolvency, reorganization, rehabilitation,
liquidation or similar law or (B) adjudging the Trust a bankrupt or insolvent,
or seeking reorganization, rehabilitation, liquidation, arrangement, adjustment
or composition of or in respect of the Trust under the Federal Bankruptcy Code
or any other applicable federal or state law, or appointing a custodian,
receiver, liquidator, assignee, trustee, sequestrator (or other similar
official) of the Trust or of any substantial part of any of its properties, or
ordering the winding up or liquidation of any of its affairs, or (ii) seek a
petition for relief, reorganization or to take advantage of any law referred to
in the preceding clause or (iii) file an involuntary petition for bankruptcy
(collectively, "Bankruptcy or Insolvency Action").

          (b)  Limited Assets Available. In addition, the Trading Advisor agrees
that for any obligations due and owing to it by the Trust, the Trading Advisor
will look solely and exclusively to the assets of the Trading Company or to the
assets of the Managing Owner, if it has liability in its capacity as Managing
Owner, to satisfy its claims and will not seek to attach or otherwise assert a
claim against the other assets of the Trust, whether there is a Bankruptcy or
Insolvency Action taken or otherwise. The parties agree that this provision will
survive the termination of this Agreement, whether terminated in a Bankruptcy or
Insolvency Action or otherwise.

          (c)  No Limited Owner Liability. This Agreement has been made and
executed by and on behalf of the Trust, the Trading Company and the Managing
Owner for the benefit of the Units of the applicable Series of the Trust and the
obligations of the Trust, the Trading Company and/or the Managing Owner set
forth herein are not binding upon any of the Limited Owners individually but are
binding only upon the assets and property identified above and no resort shall
be had to the assets of other Series issued by the Trust or the Limited Owners'
personal property for the satisfaction of any obligation or claim hereunder.

          (d)  Subordination Agreement. The Trading Advisor agrees and consents
(the "Consent") to look solely to the Managing Owner and each Series for which
trading advisory services are being performed by the Trading Advisor (the
"Contracting Series") and assets (the "Contracting Series Assets") of the
Contracting Series and the Managing Owner for payment of any advisory fees. The
Contracting Series Assets include only those funds and other assets that are
paid, held or distributed to the Trust on account of and for the benefit of the
Contracting Series, including, without limitation, funds delivered to the Trust
for the purchase of Units in a Series. In furtherance of the Consent, the
Trading Advisor agrees that any debts, liabilities, obligations, indebtedness,
expenses and claims of any nature and of all kinds and descriptions
(collectively, "Claims") incurred, contracted for or otherwise existing arising
from, related to or in connection with the Trust and its assets and the
Contracting Series and the Contracting Series Assets, shall be subject to the
following limitations:

               (1)  Subordination of certain claims and rights.

                    (i)  except as set forth below, the Claims, if any, of the
        Trading Advisor (the "Subordinated Claims") shall be expressly
        subordinate and junior in right of payment to any and all other Claims
        against the Trust and any Series thereof, and any of

                                       6



          their respective assets, which may arise as a matter of law or
          pursuant to any contract; provided, however, that the Trading
          Advisor's Claims (if any) against the Contracting Series shall not be
          considered Subordinated Claims with respect to enforcement against and
          distribution and repayment from the Contracting Series, the
          Contracting Series Assets and the Managing Owner and its assets; and
          provided further that the Trading Advisor's valid Claims, if any,
          against the Contracting Series shall be pari passu and equal in right
          of repayment and distribution with all other valid Claims against the
          Contracting Series and (ii) the Trading Advisor will not take, demand
          or receive from any Series or the Trust or any of their respective
          assets (other than the Contracting Series, the Contracting Series
          Assets and the Managing Owner and its assets) any payment for the
          Subordinated Claims;

               (2) the Claims of the Trading Advisor with respect to the
     Contracting Series shall only be asserted and enforceable against the
     Contracting Series, the Contracting Series Assets and the Managing Owner
     and its assets; and such Claims shall not be asserted or enforceable for
     any reason whatsoever against any other Series, the Trust generally or any
     of their respective assets;

               (3) if the Claims of the Trading Advisor against the Contracting
     Series or the Trust are secured in whole or in part, the Trading Advisor
     hereby waives (under section 1111(b) of the Bankruptcy Code (11 U.S.C. S
     1111(b)) any right to have any deficiency Claims (which deficiency Claims
     may arise in the event such security is inadequate to satisfy such Claims)
     treated as unsecured Claims against the Trust or any Series (other than the
     Contracting Series), as the case may be;

               (4) in furtherance of the foregoing, if and to the extent that
     the Trading Advisor receives monies in connection with the Subordinated
     Claims from a Series or the Trust (or their respective assets), other than
     the Contracting Series, the Contracting Series Assets and the Managing
     Owner and its assets, the Trading Advisor shall be deemed to hold such
     monies in trust and shall promptly remit such monies to the Series or the
     Trust that paid such amounts for distribution by the Series or the Trust in
     accordance with the terms hereof; and

               (5) the foregoing Consent shall apply at all times
     notwithstanding that the Claims are satisfied, and notwithstanding that the
     agreements in respect of such Claims are terminated, rescinded or canceled.

4.   Obligations of the Trust, the Managing Owner, the Trading Company and the
Trading Advisor.

          (a)  The Registration Statement and Prospectus. Each of the Trust and
the Managing Owner agrees to cooperate and use its good faith best efforts in
connection with (i) the preparation by the Trust of the Registration Statement
and the Prospectus (and any amendments or supplements thereto); (ii) the filing
of the Registration Statement and the Prospectus (and any amendments or
supplements thereto) with such governmental and self-regulatory authorities as
the Managing Owner deems appropriate for the registration and sale of the Units
and the taking of such other actions not inconsistent with this Agreement as the
Managing Owner may determine to be necessary or advisable in order to make the
proposed offer and sale of Units lawful in any jurisdiction; and (iii) causing
the Registration Statement (and any amendment thereto) to become effective under
the 1933 Act and the Blue Sky securities laws of such jurisdictions as the
Managing Owner may deem appropriate. The Trading Advisor agrees to make all
necessary disclosures regarding itself, its principals, trading performance,
Trading Approach, customer accounts (other than the names of customers, unless
such disclosure is required by law or regulation) and otherwise as may be
required, in the reasonable judgment of the Managing Owner, to be made in the

                                       7



Registration Statement and Prospectus and in applications to any such
jurisdictions. No description of, or other information relating to, the Trading
Advisor may be distributed by the Managing Owner without the prior written
consent of the Trading Advisor, which consent shall not be unreasonably withheld
or delayed. If any event or circumstance occurs as a result of which it becomes
necessary, in the judgment of the Managing Owner to amend the Registration
Statement in order to make the Registration Statement not materially misleading
or to amend or to supplement the Prospectus in order to make the Prospectus not
materially misleading in light of the circumstances existing at the time it is
delivered to a subscriber, or if it is otherwise necessary in order to permit
the Trust to continue to offer its Units subsequent to the Initial Offering
Period subject to the limitations set forth in this Agreement, the Trading
Advisor will furnish such information with respect to itself and its principals,
as well as its Trading Approach and Past Performance History as the Managing
Owner may reasonably request, and will cooperate to the extent reasonably
necessary in the preparation of any required amendments or supplements to the
Registration Statement and/or the Prospectus.

          (b)  Trading Advisor Not A Promoter. The parties acknowledge that the
Trading Advisor has not been, either alone or in conjunction with the Selling
Agents or their affiliates, an organizer or promoter of the Trust.

          (c)  Filings. The Trust may at any time determine not to file the
Registration Statement with the SEC or withdraw the Registration Statement from
the SEC or any other governmental or self-regulatory authority with which it is
filed or otherwise terminate the Registration Statement or the offering of
Units. Upon any such withdrawal or termination, or if the "minimum" Units of the
applicable Series required to be sold pursuant to the Prospectus is not sold,
this Agreement shall terminate and, except for the obligations set forth in
Section 2, neither the Trust, the Trading Company nor the Managing Owner shall
have any obligations to the Trading Advisor with respect to this Agreement; nor
shall the Trading Advisor have any obligations to the Trust, the Trading Company
or the Managing Owner with respect to this Agreement.

5.   Trading Advisor's Closing Obligations.

On or prior to the Closing Date (as hereinafter defined) with respect to the
initial offering of the Trust with respect to the applicable Series of Units
(the "Initial Closing Date"), and thereafter, only if requested by the Managing
Owner, on or prior to each closing date during the continuous offering of the
applicable Series of Units (each a "Subsequent Closing Date"), the Trading
Advisor shall deliver or cause to be delivered, at the expense of the Trading
Advisor, to the Selling Agents, the Trust, the Trading Company and the Managing
Owner, the reports, certificates and documents described below addressed to them
and, except as may be set forth below, dated the Initial Closing Date or the
Subsequent Closing Date, as appropriate. Unless the context otherwise requires,
the Initial Closing Date and each Subsequent Closing Date shall each be referred
to as a "Closing Date:"

          (a)  a report from the Trading Advisor which shall present, for the
period from the date after the last day covered by the Trading Advisor's Past
Performance History as set forth under "Past Performance Information" in the
Prospectus to the latest practicable month-end before the Closing Date, figures
which shall show the actual past performance of the Trading Advisor (or, if such
actual past performance information is unavailable, then the estimated past
performance) for such period, and which shall certify that, to the best of its
knowledge, such figures are complete and accurate in all material respects;

          (b)  a certificate of the Trading Advisor in the form proposed prior
to the Closing Date by counsel to the Trust and the Managing Owner, with such
changes in such form as are proposed by the Trading Advisor or its counsel and
are acceptable to the Trust and the Managing Owner and their

                                       8



counsel so as to make such form mutually acceptable to the Trust, the Managing
Owner, the Trading Advisor, and their respective counsel, to the effect that:

                    (1)  the representations and warranties of the Trading
        Advisor contained in this Agreement are true and correct in all material
        respects on the date of the certificate as though made on such date;

                    (2)  nothing has come to the Trading Advisor's attention
        which would cause the Trading Advisor to believe that, at any time from
        the time the Registration Statement initially became effective to the
        Closing Date, the Registration Statement, as amended from time to time,
        or the Prospectus, as amended or supplemented from time to time, with
        respect to the Trading Advisor, or the affiliates, controlling persons,
        shareholders, directors, officers or employees of any of the foregoing,
        or with respect to the Trading Approach or Past Performance History,
        contained an untrue statement of a material fact or omitted to state a
        material fact required to be stated therein or necessary to make the
        statements therein (with respect to the Prospectus, in light of the
        circumstances in which they were made) not misleading; and

                    (3)  the Trading Advisor has performed all covenants and
        agreements herein contained to be performed on its part at or prior to
        the Closing Date;

          (c)  a certificate of the Trading Advisor (together with such
supporting documents as are set forth in the certificate), in the form proposed
prior to the Closing Date by counsel to the Trust and the Managing Owner, with
such changes in such form as are proposed by the Trading Advisor or its counsel
and are acceptable to the Trust and the Managing Owner and their counsel so as
to make such form mutually acceptable to the Trust, the Managing Owner, the
Trading Advisor, and their respective counsel, with respect to, (1) the
continued effectiveness of the organizational documents of the Trading Advisor,
(2) the continued effectiveness of the Trading Advisor's registration as a
commodity trading advisor under the CE Act and membership as a commodity trading
advisor with the NFA and (3) the incumbency and genuine signature of the
President and Secretary of the Trading Advisor;

          (d)  a certificate from the state of formation of the Trading Advisor,
to be dated at, on or around the Closing Date, as to its formation and good
standing, provided that no certificate of formation shall be required at any
Subsequent Closing Date.

6.   Trust's, Trading Company's and Managing Owner's Closing Obligations.

On or prior to the Initial Closing Date, and thereafter on or prior to each
Subsequent Closing Date, if the Trust, the Trading Company and the Managing
Owner have requested that the Trading Advisor provide certificates and
documents, the Trust, the Trading Company and the Managing Owner shall deliver
or cause to be delivered to the Trading Advisor, the certificates and documents
to the Trading Advisor and, except as may be set forth below, dated each such
Closing Date:

          (a)  certificates of the Trust, the Trading Company and the Managing
Owner, addressed to the Trading Advisor, in the form proposed prior to the
Closing Date by counsel to the Trust, the Trading Company and the Managing Owner
with such changes in such form as are proposed by the Trading Advisor or its
counsel and are acceptable to the Trust, the Trading Company, the Managing Owner
and their counsel so as to make such form mutually acceptable to the Trust, the
Trading Company, the Managing Owner, the Trading Advisor, and their respective
counsel, with respect to, as applicable, (1) the continued effectiveness of the
Trust Agreement and the Certificate of Trust of the Trust, the limited liability
company agreement of the Trading Company and the limited liability company
agreement of the Managing Owner, (2) the continued effectiveness of the
registration of the Managing Owner as a

                                       9



commodity pool operator under the CE Act and membership with the NFA in such
capacity and (3) the incumbency and genuine signature of the managing member of
the Managing Owner; and

          (b)  certificates from the State of Delaware with respect to each of
the Trust, the Trading Company and the Managing Owner to be dated at, on or
around the Closing Date as to the formation and good standing of the Trust, the
Trading Company and the Managing Owner.

7.   Trading Advisor Independence.

          (a)  Independent Contractor. The Trading Advisor shall for all
purposes herein be deemed to be an independent contractor with respect to the
Trust, the Managing Owner, the Trading Company and each other commodity trading
advisor that may in the future provide commodity trading advisory services to
the Trust, other trading companies and the Selling Agents, and shall, unless
otherwise expressly authorized, have no authority to act for or to represent the
Trust, the Trading Company, the Managing Owner, any other commodity trading
advisor or the Selling Agents in any way or otherwise be deemed to be a general
agent, joint venturer or partner of the Trust, the Trading Company, the Managing
Owner, any other commodity trading advisor or the Selling Agents, or in any way
be responsible for the acts or omissions of the Trust, the Trading Company, the
Managing Owner, any other commodity trading advisor or the Selling Agents as
long as it is acting independently of such persons.

          (b)  Unauthorized Activities. Without limiting the obligations of the
Trust set forth under this Agreement, nothing herein contained shall be deemed
to require the Trust to take any action contrary to its Trust Agreement or
Certificate of Trust or any applicable statute, regulation or rule of any
exchange or self-regulatory organization.

          (c)  Purchase of Units. Any of the Trading Advisor, its principals,
and employees may, in its discretion, purchase Units in the Trust.

          (d)  Confidentiality. The Trust, the Trading Company and the Managing
Owner acknowledge that the Trading Approach of the Trading Advisor is the
confidential property of the Trading Advisor. Nothing in this Agreement shall
require the Trading Advisor to disclose the confidential or proprietary details
of its Trading Approach. The Trust, the Trading Company and the Managing Owner
further agree that they will keep confidential and will not disseminate the
Trading Advisor's trading advice to the Trading Company, except as, and to the
extent that, it may be determined by the Managing Owner to be (i) necessary for
the monitoring of the business of the Trading Company and the Trust, including
the performance of brokerage services by the Trading Company's commodity
broker(s) or (ii) expressly required by any law, statute, rule, regulation or
order, the request of any governmental, regulatory or self-regulatory agency,
organization, exchange or other body or valid legal process. The Trust, the
Trading Company and the Managing Owner further agrees that they shall not copy,
disclose, misuse, misappropriate or reverse engineer or otherwise appropriate or
make use of in any manner the investment and trading strategies, systems,
algorithms, models, techniques, methods, policies, programs and analyses
previously, currently or hereafter used by the Trading Advisor in the conduct of
its business including all data, details, components, specifications, codes,
formulae, know-how (technical or otherwise), electronic data processing systems,
computer software programs and computer hardware systems relating to the
foregoing, and all embodiments, articulations, applications, expressions and
reproductions of any of the foregoing including, without limitation, documents,
notes, print-outs, work papers, charts, diskettes, tapes and manuals. The
provisions of this Section 7(d) shall survive the termination or the expiration
of this Agreement.

                                       10



8.   Commodity Broker.

All Commodities trades for the accounts of the Trading Company and the Trust
shall be made through such commodity broker or brokers as the Managing Owner
directs or otherwise as may be agreed upon in accordance with such order
execution procedures as are agreed upon between the Trading Advisor and the
Managing Owner. The Trading Advisor shall not be responsible for determining
that any such bank or broker used in connection with any Commodities
transactions meets the financial requirements or standards imposed by the
Trust's Trading Policies and Limitations. At the present time it is contemplated
that the Trust and the Trading Company will execute and clear all Commodities
trades through the Clearing Brokers. The Trading Advisor may, however, with the
consent of the Managing Owner which consent shall not be unreasonably withheld,
execute transactions at such other broker(s), and upon such terms and
conditions, as the Trading Advisor and the Managing Owner agree if such
broker(s) agree to "give up" all such transactions to the Clearing Brokers for
clearance. To the extent that the Trading Company determines to utilize a broker
or brokers other than the Clearing Brokers, it will notify the Trading Advisor.

9.   Fees.

(a)  In consideration of and in compensation for the performance of the Trading
Advisor's services under this Agreement, the Trading Advisor shall receive from
the Managing Owner a monthly management fee (the "Management Fee") and an
incentive fee (the "Incentive Fee") as set forth on Exhibit D hereto.

          (b)  Timing of Payment. Management Fees and Incentive Fees shall be
paid within twenty (20) Business Days following the end of the period for which
they are payable. If an Incentive Fee shall have been paid by the Managing Owner
to the Trading Advisor in respect of any calendar quarter and the Trading
Advisor shall incur subsequent losses in trading on behalf of the Trading
Company, the Trading Advisor shall nevertheless be entitled to retain amounts
previously paid to it in respect of New High Net Trading Profits.

          (c)  Fee Data. The Trading Advisor will be provided by the Managing
Owner with the data used by the Managing Owner to compute the foregoing fees
within twenty (20) Business Days of the end of the relevant period.

          (d)  Third Party Payments. Neither the Trading Advisor, nor any of its
Principals or Affiliates shall receive any commissions, compensation,
remuneration or payments whatsoever from any Clearing Broker with which the
Trading Company carries an account for transactions executed in the Trading
Company's account.

10.  Term and Termination.

          (a)  Term. This Agreement shall commence on the date hereof and,
unless sooner terminated, shall continue in effect until the close of business
on the later of the last day of the month ending twelve full months following
the commencement of the Trust's trading activities or December 31, 2004 (the
"Initial Term"). After the expiration of the Initial Term, unless this Agreement
is terminated pursuant to sections (b), (c) or (d) of this Section 10, this
Agreement shall be renewed automatically on the same terms and conditions set
forth herein for successive additional one-year terms, each of which shall
commence on the first day of the month subsequent to the conclusion of the
preceding twelve (12) month term. The automatic renewal(s) set forth in the
preceding sentence hereof shall not be affected by (i) any reallocation of the
Allocated Assets away from the Trading Advisor pursuant to this Agreement, or
(ii) the retention of Other Advisors following a reallocation, or otherwise.

                                       11





          (b)  Automatic Termination. This Agreement shall terminate
automatically in the event that the Trust is terminated. In addition, this
Agreement shall terminate automatically in the event that the Allocated Assets
declines as of the end of any Business Day by 50% or more from the Allocated
Assets (i) as of the first day of this Agreement, or (ii) as of the first day of
any calendar year, as adjusted on an on-going basis by (A) any decline(s) in the
Allocated Assets caused by distributions, exchanges, redemptions, permitted
reallocations, and withdrawals, and (B) additions to the Allocated Assets caused
by additional allocations of the Trust Estate to the Trading Advisor's
management based on sales of additional Units of the applicable Series.


          (c)  Optional Termination Right of Trust and Trading Company. This
Agreement may be terminated at any time at the election of the Managing Owner in
its sole discretion upon at least one (1) day's prior written notice to the
Trading Advisor. The Managing Owner will use its best efforts to cause any
termination to occur as of a month-end. This Agreement also may be terminated
upon prior written notice, appropriate under the circumstances, to the Trading
Advisor in the event that: (i) the Managing Owner determines in good faith
following consultation appropriate under the circumstances with the Trading
Advisor that the Trading Advisor is unable to use its agreed upon Trading
Approach to any material extent, as such Trading Approach may be refined or
modified in the future in accordance with the terms of this Agreement for the
benefit of the Trust; (ii) the Trading Advisor's registration as a commodity
trading advisor under the CE Act, or membership as a commodity trading advisor
with the NFA is revoked, suspended, terminated or not renewed; (iii) the
Managing Owner determines in good faith following consultation appropriate under
the circumstances with the Trading Advisor that the Trading Advisor has failed
to conform, and after receipt of written notice, continues to fail to conform in
any material respect, to (A) any of the Trust's Trading Policies and
Limitations, or (B) the Trading Approach; (iv) there is an unauthorized
assignment of this Agreement by the Trading Advisor; (v) the Trading Advisor
dissolves, merges or consolidates with another entity or sells a substantial
portion of its assets, any portion of its Trading Approach utilized by the Trust
or its business goodwill, in each instance without the consent of the Managing
Owner; (vi) any of the key principals listed on Exhibit E is not in control of
the Trading Advisor's trading activities for the Trading Company; (vii) the
Trading Advisor becomes bankrupt (admitted or decreed) or insolvent, (viii) for
any other reason, the Managing Owner determines in good faith that such
termination is essential for the protection of the Trust, the Trading Company
and the applicable Series of Units, including, without limitation a good faith
determination by the Managing Owner that the Trading Advisor has breached a
material obligation to the Trust or the Trading Company under this Agreement
relating to the trading of the Allocated Assets.

          (d)  Optional Termination Right of Trading Advisor. The Trading
Advisor shall have the right to terminate this Agreement at any time upon ten
(10) written notice to each of the Trust, the Trading Company and the Managing
Owner, appropriate under the circumstances, in the event (i) of the receipt by
the Trading Advisor of an opinion of independent counsel satisfactory to the
Trading Advisor and the Trust that by reason of the Trading Advisor's activities
with respect to the Trust and the Trading Company, it is required to register as
an investment adviser under the Advisers Act or under the laws of any state and
it is not so registered; (ii) that the registration of the Managing Owner as a
commodity pool operator under the CE Act, or its NFA membership in such
capacity, is revoked, suspended, terminated or not renewed; (iii) the Managing
Owner imposes additional trading limitation(s) pursuant to Section 1 of this
Agreement which the Trading Advisor does not agree to follow in its management
of the Allocated Assets, or the Managing Owner overrides trading instructions of
the Trading Advisor or does not consent to a material change to the Trading
Approach requested by the Trading Advisor; (iv) if the amount of the Allocated
Assets decreases to less than $XX million as the result of redemptions,
reallocations or extraordinary expenses, but not trading losses, as of the close
of business on any Business Day; (v) the Managing Owner elects (pursuant to
Section 1 of this Agreement) to have the Trading Advisor use a different Trading
Approach in the Trading Advisor's management of Trust assets from that which the
Trading Advisor is then using to manage such assets and the Trading Advisor
objects to using such different Trading Approach; (vi) there is an unauthorized

                                       12




assignment of this Agreement by the Trust, the Trading Company or the Managing
Owner; (vii) there is a material breach of this Agreement by the Trust, the
Trading Company and/or the Managing Owner after giving written notice to the
Managing Owner which identifies such breach and such material breach has not
been cured within 10 days following receipt of such notice by the Managing
Owner; or (viii) other good cause is shown and the written consent of the
Managing Owner is obtained (which shall not be withheld unreasonably). In
addition, after the expiration of the Initial Term, the Trading Advisor may
terminate this Agreement as of any calendar quarter end upon 90 days' prior
written notice to the Managing Owner.

          (e)  Termination Fees. In the event that this Agreement is terminated
with respect to, or by, the Trading Advisor pursuant to this Section 10 or the
Managing Owner allocates the Trust's assets to Other Advisors, the Trading
Advisor shall be entitled to, and the Trust shall pay, the Management Fee and
the Incentive Fee, if any, which shall be computed (i) with respect to the
Management Fee, on a pro rata basis, based upon the portion of the month for
which the Trading Advisor had the Allocated Assets under management, and (ii)
with respect to the Incentive Fee, if any, as if the effective date of
termination was the last day of the then current calendar quarter. The rights of
the Trading Advisor to fees earned through the earlier to occur of the date of
expiration or termination shall survive this Agreement until satisfied.

          (f)  Termination and the Prospectus. In the event of termination of
this Agreement, the Prospectus and marketing materials mentioning the Trading
Advisor shall be amended as promptly as possible.

11.  Liquidation of Positions.

The Trading Advisor agrees to liquidate open positions in the amount that the
Managing Owner informs the Trading Advisor, in writing via telecopy or other
equivalent means, that the Managing Owner considers necessary or advisable to
liquidate in order to (i) effect any termination or reallocation pursuant to
Sections 1 or 10, respectively, or (ii) fund its pro rata share of any
redemption, exchange, distribution, Trading Company expense or Trust expense.
The Managing Owner shall not, however, have authority to instruct the Trading
Advisor as to which specific open positions to liquidate, except as provided in
Section 1 hereof. The Managing Owner shall provide the Trading Advisor with such
reasonable prior notice of such liquidation as is practicable under the
circumstances and will endeavor to provide at least one (1) days' prior notice.
In the event that losses incurred by the Trading Advisor exceed the amount of
the Allocated Assets, the Managing Owner agrees to cover such excess losses from
its assets, but in no event from the assets of the other Series issued by the
Trust.

12.  Other Accounts of the Trading Advisor.

          (a)  Management of Other Accounts. Subject to section (c) of this
Section 12, the Trading Advisor shall be free to manage and trade accounts for
other investors (including other public and private commodity pools) during the
term of this Agreement and to use the same or other information and Trading
Approach utilized in the performance of services for the Trading Company and the
Trust for such other accounts so long as the Trading Advisor's ability to carry
out its obligations and duties to the Trust pursuant to this Agreement is not
materially impaired thereby. In addition, the Trading Advisor and its Principals
and Affiliates also will be permitted to trade in Commodities using the Trading
Approach or otherwise for their own accounts, so long as the Trading Advisor's
ability to carry out its obligations and duties to the Trading Company and the
Trust pursuant to this Agreement is not materially impaired thereby.

                                       13



          (b)  Acceptance of Additional Capital. Furthermore, so long as the
Trading Advisor is performing services for the Trust and the Trading Company, it
agrees that it will not accept additional capital for management in the
Commodities markets if doing so would have a reasonable likelihood of resulting
in the Trading Advisor having to modify materially its agreed upon Trading
Approach being used for the Trust and the Trading Company in a manner which
might reasonably be expected to have a material adverse effect on the Trust or
the Trading Company. Without limiting the generality of the foregoing, it is
understood that this section shall not prohibit the acceptance of additional
capital, which acceptance requires only routine adjustments to trading patterns
in order to comply with speculative position limits or daily trading limits.

          (c)  Equitable Treatment of Accounts. The Trading Advisor agrees, in
its management of accounts other than the account of the Trading Company and the
Trust, that it will not knowingly or deliberately favor on an overall basis any
other account managed or controlled by it or any of its Principals or Affiliates
(in whole or in part) over the Trading Company or the Trust. The preceding
sentence shall not be interpreted to preclude (i) the Trading Advisor from
charging another client fees which differ from the fees to be paid to it
hereunder, or (ii) an adjustment by the Trading Advisor in the implementation of
any agreed upon Trading Approach in accordance with the procedures set forth in
Section 1 hereof which is undertaken by the Trading Advisor in good faith in
order to accommodate additional accounts. The Trading Advisor, upon reasonable
request and receipt of adequate assurances of confidentiality, shall provide the
Managing Owner with an explanation of the differences, if any, in performance
between the Trading Company and the Trust and any other similar account pursuant
to the same Trading Approach for which the Trading Advisor or any of its
Principals or Affiliates acts as a commodity trading advisor (in whole or in
part).

          (d)  Inspection of Records. Upon the reasonable request of, and upon
reasonable notice from, the Managing Owner, the Trading Advisor shall permit the
Managing Owner to review at the Trading Advisor's offices during normal business
hours such trading records as it reasonably may request for the purpose of
confirming that the Trading Company and the Trust has been treated equitably on
an overall basis with respect to advice rendered during the term of this
Agreement by the Trading Advisor for other accounts managed by the Trading
Advisor, which the parties acknowledge to mean that the Managing Owner may
inspect, subject to such restrictions as the Trading Advisor may reasonably deem
necessary or advisable so as to preserve the confidentiality of proprietary
information and the identity of its clients, all trading records of the Trading
Advisor as it reasonably may request during normal business hours. The Trading
Advisor may, in its discretion, withhold from any such report or inspection the
identity of the client for whom any such account is maintained and in any event,
the Trust and the Managing Owner shall keep all such information obtained by
them from the Trading Advisor confidential.

13.  Speculative Position Limits.

If, at any time during the term of this Agreement, it appears to the Trading
Advisor that it may be required to aggregate the Trading Company's Commodities
positions with the positions of any other accounts it or its principals own or
control for purposes of applying the speculative position limits of the CFTC,
any exchange, self-regulatory body, or governmental authority, the Trading
Advisor promptly will notify the Managing Owner if the Trading Company's
positions under its management are included in an aggregate amount which equals
or exceeds the applicable speculative limit. The Trading Advisor agrees that, if
its trading recommendations pursuant to its agreed upon Trading Approach are
altered because of the potential application of speculative position limits, the
Trading Advisor will modify its trading instructions to the Trading Company and
its other accounts in a good faith effort to achieve an equitable treatment of
all accounts; to wit, the Trading Advisor will liquidate Commodities positions
and/or limit the taking of new positions in all accounts it manages, including
the Trading Company, as nearly as

                                       14



possible in proportion to the assets available for trading of the respective
accounts to the extent necessary to comply with applicable speculative position
limits. The Trading Advisor presently believes that its Trading Approach for the
management of the Trading Company's account can be implemented for the benefit
of the Trading Company notwithstanding the possibility that, from time to time,
speculative position limits may become applicable.

14.  Redemptions, Distributions, Reallocations and Additional Allocations.

          (a)  Notice. The Managing Owner will use its best efforts to give the
Trading Advisor at least one (1) Business Day's prior notice of any proposed
redemptions, exchanges, distributions, reallocations, additional allocations, or
withdrawals.

          (b)  Allocations. Redemptions, exchanges, withdrawals, and
distributions of Units of the applicable Series shall be charged against
Allocated Assets.

15.  Brokerage Confirmations and Reports.

The Managing Owner will instruct the Clearing Brokers to furnish the Trading
Advisor with copies of all trade confirmations, daily equity runs, and monthly
trading statements relating to the Allocated Assets. The Trading Advisor will
maintain records and will monitor all open positions relating thereto; provided,
however, that the Trading Advisor shall not be responsible for any errors by the
Clearing Brokers or any other brokers appointed pursuant to Section 8. The
Managing Owner also will furnish the Trading Advisor with a copy of the form of
all reports, including but not limited to, monthly, quarterly and annual
reports, sent to the Limited Owners, and copies of all reports filed with the
SEC, the CFTC and the NFA. The Trading Advisor shall, at the Managing Owner's
request, make a good faith effort to provide the Managing Owner with copies of
all trade confirmations, daily equity runs, monthly trading reports or other
reports sent to the Trading Advisor by the Clearing Brokers regarding the Trust
and the Trading Company, and in the Trading Advisor's possession or control, as
the Managing Owner deems appropriate, if the Managing Owner cannot obtain such
copies on its own behalf. Upon request, the Managing Owner will provide the
Trading Advisor with accurate information with respect to the Allocated Assets.

16.  The Trading Advisor's Representations and Warranties.

The Trading Advisor represents and warrants to the Trust, the Trustee, the
Managing Owner and the Trading Company that:

          (a)  All references to the Trading Advisor and its principals in the
Prospectus are complete and accurate in all material respects and as to them the
Prospectus does not contain any untrue statement of a material fact or omit to
state a material fact which is necessary to make the statements therein not
misleading, except that with respect to Table X in the Prospectus, this
representation and warranty extends only to the underlying data made available
by the Trading Advisor for the preparation thereof and not to any hypothetical
or pro forma adjustments.

          (b)  The information with respect to the Trading Advisor set forth in
the actual performance tables in the Prospectus have been prepared in accordance
with the "Fully-Funded Subset" method or such other methods approved by the CFTC
as described in the Trading Advisor's current Disclosure Document delivered to
the Managing Owner (the "Disclosure Document"). The Disclosure Document complies
in all material respects with the applicable regulations promulgated under the
CE Act by the CFTC and the NFA's rules.


                                       15



          (c)  The Trading Advisor is duly registered under the CE Act as a
commodity trading advisor, is a member of the NFA in such capacity, and is in
compliance with such other registration and licensing requirements as shall be
necessary to enable it to perform its obligations hereunder, and agrees to
maintain and renew such registrations and licenses during the term of this
Agreement.

          (d)  The Trading Advisor has complied, and will continue to comply, in
all material respects with all laws, statutes, rules, regulations and orders
having application to its business, properties and assets, the violation of
which might reasonably be expected, in the Trading Advisor's best knowledge and
belief, to materially and adversely affect its ability to comply with and
perform its obligations under this Agreement and in connection with the offering
of Units. As of the date hereof, there are no Proceedings, notices of
investigation or investigations pending or, to the best knowledge and belief of
the Trading Advisor, threatened against the Trading Advisor or any of its
Principals or Affiliates regarding noncompliance with any applicable laws,
statutes, rules, regulations or orders, or at law or in equity, or before or by
any court, any foreign, federal, state, municipal or other governmental
department, commission, board, bureau, agency or instrumentality, or any
governmental, regulatory or self-regulatory agency, organization, exchange or
other body, in which an adverse decision might reasonably be expected, in the
Trading Advisor's best knowledge and belief, to materially and adversely affect
its ability to comply with or perform its obligations under this Agreement or
result in a material adverse change in the condition, financial or otherwise,
business or prospects of the Trading Advisor.

          (e)  The Trading Advisor is duly organized, validly existing and in
good standing under the laws of the jurisdiction of its formation and has full
power and authority to enter into this Agreement and to provide the services
required of it hereunder. The Trading Advisor is qualified to conduct business
and is in good standing in every jurisdiction in which the nature or conduct of
its business requires such qualification and the failure to qualify might
reasonably be expected to have a materially adverse effect on its ability to
comply with or perform its obligations under this Agreement (it being understood
that any decision as to the jurisdiction or jurisdictions in which the Trading
Advisor shall conduct its business is within the sole discretion of the Trading
Advisor).

          (f)  The execution and delivery of this Agreement and the incurrence
and performance of the obligations contemplated in this Agreement by the Trading
Advisor will not conflict with, violate, breach or constitute a default under
any term or provision of its certificate of incorporation, by-laws or other
charter or governing documents, or any indenture, mortgage, deed of trust, loan
agreement or other agreement or instrument to which the Trading Advisor is a
party, or by which it is bound, or to which any of the property or assets of the
Trading Advisor is subject, or any laws, statutes, rules, regulations, orders or
other legal requirement applicable to the Trading Advisor or to the property or
assets of the Trading Advisor of any court or any regulatory authority having
jurisdiction over the Trading Advisor.

          (g)  This Agreement has been duly and validly authorized, executed and
delivered by the Trading Advisor and is a valid and binding agreement of the
Trading Advisor enforceable in accordance with its terms.

          (h)  At any time during the term of this Agreement that a prospectus
relating to the Units is required to be delivered in connection with the offer
and sale thereof, the Trading Advisor agrees upon the request of the Managing
Owner to provide the Managing Owner with such information as shall be necessary
so that, as to the Trading Advisor and its principals, such prospectus is
complete and accurate in all material respects.

          (i)  The Trading Advisor is not bankrupt or insolvent.

                                       16



All representations, warranties and covenants contained in this Agreement shall
be continuing during the term of this Agreement and shall survive the
termination of this Agreement with respect to any matter arising while this
Agreement was in effect. The Trading Advisor hereby agrees that as of the date
of this Agreement it is, and during its term shall be, in compliance with its
representations, warranties and covenants herein contained. In addition, if at
any time any event occurs which would make such representations, warranties or
covenants not true, the Trading Advisor promptly will notify the other parties
of such facts in the manner provided below. All representations, warranties and
covenants herein contained shall inure to the benefit of the party to whom it is
addressed and its respective heirs, executors, administrators, legal
representatives, successors and permitted assigns.

17.  The Managing Owner's Representations and Warranties.

The Managing Owner represents and warrants to the Trading Advisor for itself and
the Trust that:

          (a)  The Prospectus as from time to time amended or supplemented is
complete and accurate in all material respects and does not contain any untrue
statement of a material fact or omit to state a material fact which is necessary
to make the statements therein not misleading, except that the foregoing
representation does not apply to any statement or omission concerning any
Trading Advisor in the Prospectus, made in reliance upon, and in conformity with
information furnished to the Managing Owner by or on behalf of any Trading
Advisor expressly for use in the Prospectus.

          (b)  It is a limited liability company duly organized, validly
existing and in good standing under the laws of the State of Delaware and has
full power and authority to perform its obligations under this Agreement. The
Managing Owner is qualified to conduct business and is in good standing in every
jurisdiction in which the nature or conduct of its business requires such
qualification and the failure to qualify might reasonably be expected to have a
materially adverse effect on its ability to comply with or perform its
obligations under this Agreement (it being understood that any decision as to
the jurisdiction or jurisdictions in which the Managing Owner shall conduct its
business is within the sole discretion of the Managing Owner).

          (c)  The Managing Owner and the Trust have the capacity and authority
to enter into this Agreement on behalf of the Trust.

          (d)  This Agreement has been duly and validly authorized, executed and
delivered on the Managing Owner's and the Trust's behalf and is a valid and
binding agreement of the Managing Owner and the Trust enforceable in accordance
with its terms.

          (e)  The execution and delivery of this Agreement and the incurrence
and performance of the obligations contemplated in this Agreement by the
Managing Owner will not conflict with, violate, breach or constitute a default
under any term or provision of its certificate of incorporation, by-laws or
other charter or governing documents, or any indenture, mortgage, deed of trust,
loan agreement or other agreement or instrument to which the Managing Owner is a
party, or by which it is bound, or to which any of the property or assets of the
Managing Owner is subject, or any law, statute, rule, regulation, order or other
legal requirement applicable to the Managing Owner or to the property or assets
of the Managing Owner of any court or any regulatory authority having
jurisdiction over the Managing Owner.

          (f)  It is registered as a commodity pool operator and is a member of
the NFA, and it will maintain and renew such registration and membership during
the term of this Agreement.

                                       17



          (g)  The Trust is a statutory trust duly organized and validly
existing under the laws of the State of Delaware and has full power and
authority to enter into this Agreement and to perform its obligations under this
Agreement.

          (h)  The Managing Owner has complied, and will continue to comply in
all material respects with all laws, statutes, rules, regulations and orders
having application to its business, properties and assets, the violation of
which might reasonably be expected, in the Managing Owner's best knowledge and
belief, to materially and adversely affect its ability to comply with and
perform its obligations under this Agreement and in connection with the offering
of Units. As of the date hereof, there are no Proceedings, notices of
investigation or investigations pending or, to the best knowledge and belief of
the Managing Owner, threatened against the Managing Owner or any of its
Principals or Affiliates regarding noncompliance with any applicable laws,
statutes, rules, regulations or orders, or at law or in equity, or before or by
any court, any foreign, federal, state, municipal or other governmental
department, commission, board, bureau, agency or instrumentality, or any
governmental, regulatory or self-regulatory agency, organization, exchange or
other body, in which an adverse decision might reasonably be expected, in the
Managing Owner's best knowledge and belief, to materially and adversely affect
its ability to comply with or perform its obligations under this Agreement or
result in a material adverse change in the condition, financial or otherwise,
business or prospects of the Managing Owner.

          (i)  The Managing Owner is not bankrupt or insolvent.

All representations, warranties and covenants contained in this Agreement shall
be continuing during the term of this Agreement and shall survive the
termination of this Agreement with respect to any matter arising while this
Agreement was in effect. The Managing Owner hereby agrees that as of the date of
this Agreement it is, and during its term shall be, in compliance with its
representations, warranties and covenants herein contained. In addition, if at
any time any event occurs which would make such representations, warranties or
covenants not true, the Managing Owner promptly will notify the other parties of
such facts in the manner provided below. All representations, warranties and
covenants herein contained shall inure to the benefit of the party to whom it is
addressed and its respective heirs, executors, administrators, legal
representatives, successors and permitted assigns.

18.  Assignment.

This Agreement may not be assigned by any of the parties hereto without the
express prior written consent of the other parties hereto.

19.  Successors.

This Agreement shall be binding upon and inure to the benefit of the parties
hereto and the successors and permitted assigns of each of them, and no other
person (except as otherwise provided herein) shall have any right or obligation
under this Agreement. The terms "successors" and "assigns" shall not include any
purchasers, as such, of Units.

20.  Amendment or Modification or Waiver.

This Agreement may not be amended or modified, nor may any of its provisions be
waived, except upon the prior written consent of the parties hereto.

                                       18



21.  Notices.

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

     If to the Managing Owner:                If to the Trust:

     Equinox Fund Management, LLC             The Frontier Fund- Series [   ]
     1660 Lincoln Street, Suite 100           c/o Equinox Fund Management, LLC
     Denver, Colorado 80264                   1660 Lincoln Street, Suite 100
     Attention: Mr. Richard E. Bornhoft       Denver, Colorado 80264
     Facsimile: [    ]                        Attention: Mr. Richard E. Bornhoft
                                              Facsimile: [    ]

     If to the Trading Advisor:

and in either case with a copy to:

     Dorsey & Whitney LLP
     250 Park Avenue
     New York, New York 10177
     Attention: Michael F. Griffin, Esq.
     Facsimile: (212) 953-7201


22.  Governing Law.

Each party agrees that this Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware without regard to conflict of
laws principles.

23.  Survival.

All representations, warranties and covenants in this Agreement, or contained in
certificates required to be delivered hereunder shall survive the termination of
this Agreement, with respect to any matter arising while this Agreement was in
effect. Furthermore, all representations, warranties and covenants hereunder
shall inure to the benefit of each of the parties to this Agreement and their
respective successors and permitted assigns.

24.  Disclosure Document Modifications.

The Trading Advisor shall promptly furnish the Managing Owner with a copy of all
modifications to its Disclosure Document when available for distribution. Upon
receipt of any modified Disclosure Document by the Managing Owner, the Managing
Owner will provide the Trading Advisor with an acknowledgement of receipt
thereof.

                                       19



25.  Promotional Literature.

Each party agrees that prior to using any promotional literature in which
reference to the other parties hereto is made, they shall furnish a copy of such
information to the other parties and will not make use of any promotional
literature containing references to such other parties to which such other
parties object, except as otherwise required by law or regulation.

26.  No Waiver.

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

27.  No Liability of Limited Owners.

This Agreement has been made and executed by and on behalf of the Trust, and the
obligations of the Trust and/or the Managing Owner set forth herein are not
binding upon any of the Limited Owners individually, but rather, are binding
only upon the assets and property of the Trust, and, to the extent provided
herein, upon the assets and property of the Managing Owner.

28.  Third-Party Beneficiaries.

Wilmington Trust Company, the trustee of the Trust, shall be a third-party
beneficiary of the applicable provisions of this Agreement. The Principals and
Affiliates of each of the Trading Advisor and the Managing Owner shall be
third-party beneficiaries of the applicable provisions of this Agreement.

29.  Headings.

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

30.  Complete Agreement.

This Agreement constitutes the entire agreement between the parties with respect
to the matters referred to herein, and no other agreement, verbal or otherwise,
shall be binding upon the parties hereto.

31.  Counterparts.

This Agreement may be executed in one or more counterparts, each of which shall
be deemed an original but all of which together shall constitute one and the
same instrument. Signatures on this Agreement may be communicated by facsimile
transmission and shall be binding upon the parties so transmitting their
signatures. Counterparts with original signatures shall be provided to the other
parties following the applicable facsimile transmission; provided, that the
failure to provide the original counterpart shall have no effect on the validity
or the binding nature of this Agreement.

32.  Series Disclaimer.

The parties hereto acknowledge and agree that the Trust is organized in series
pursuant to Sections 3804(a) and 3806(b)(2) of the Delaware Statutory Trust Act.
As such, the debts, liabilities, obligations

                                       20



and expenses incurred, contracted for or otherwise existing with respect to each
series of the Trust shall be enforceable against the assets of such series of
the Trust only, and not against the assets of the Trust generally or the assets
of any other series of the Trust or against the Trustee of the Trust. There may
be several series of the Trust created pursuant to the Declaration of Trust and
Trust Agreement of the Trust.

                                       21



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

THE FRONTIER FUND, with respect to Series [_]

By:      EQUINOX FUND MANAGEMENT, LLC.
Its:     Managing Owner

By:
         ------------------------------------
         Name
         Title

[NAME OF TRADING COMPANY]

By:      EQUINOX FUND MANAGEMENT, LLC.
Its:     Managing Owner

By:
         ------------------------------------
         Name
         Title

EQUINOX FUND MANAGEMENT, LLC

By:
         ------------------------------------
         Name
         Title

[NAME OF TRADING ADVISOR]

By:
         ------------------------------------
         Name
         Title

                                       22



                                    EXHIBIT A

                      ALLOCATED ASSETS AND TRADING APPROACH

Allocated Assets:


The Allocated assets shall equal $XX,XXX,XXX.

Trading Approach:

The initial trading program to be used by the Trading Advisor shall be ________.

                                       23



                                    EXHIBIT B

                        TRADING LIMITATIONS AND POLICIES

The following limitations and policies are applicable to assets representing the
Allocated Assets of the Trust as a whole and at the outset to the Trading
Advisor individually; since the Trading Advisor initially will manage 100% of
the Allocated Assets, such application of the limitations and policies is
identical initially for the Allocated Assets of the Trust and the Trading
Advisor. The Trading Advisor sometimes may be prohibited from taking positions
for the Allocated Assets which it would otherwise acquire due to the need to
comply with these limitations and policies. The Managing Owner will monitor
compliance with the trading limitations and policies set forth below, and it may
impose additional restrictions (through modification of such limitations and
policies) upon the trading activities of the Trading Advisor, as it, in good
faith, deems appropriate in the best interests of the applicable Series of Units
of the Trust, subject to the terms of this Agreement.

The Managing Owner will not approve a material change in the following trading
limitations and policies without obtaining the prior written approval of Limited
Owners owning more than 50% of the applicable Series of Units. The Managing
Owner may, however, impose additional trading limitations on the trading
activities of the applicable Series of Units of the Trust without obtaining such
approval if the Managing Owner determines such additional limitations to be
necessary in the best interests of the applicable Series of Units of the Trust.

                               Trading Limitations

The Series [_] Units of the Trust will not: (i) engage in pyramiding its
Commodities positions (i.e., use unrealized profits on existing positions to
provide margin for the acquisition of additional positions in the same or a
related Commodity), but may take into account open trading equity on existing
positions in determining generally whether to acquire additional Commodities
positions; (ii) borrow or loan money (except with respect to the initiation or
maintenance of Commodities positions or obtaining lines of credit for the
trading of forward currency contracts; provided, however, that the Series [_]
Units of the Trust is prohibited from incurring any indebtedness on a
non-recourse basis); (iii) permit rebates to be received by the Managing Owner
or its affiliates, or permit the Managing Owner or any affiliate to engage in
any reciprocal business arrangements which would circumvent the foregoing
prohibition; (iv) permit the Trading Advisor to share in any portion of the
commodity brokerage fees paid by the Series [_] Units of the Trust; (v)
commingle its assets, except as permitted by law; or (vi) permit the churning of
its Commodity accounts.

The Series [_] Units of the Trust will conform in all respects to the rules,
regulations and guidelines of the markets on which its trades are executed.

                                Trading Policies

Subject to the foregoing limitations, the Trading Advisor has agreed to abide by
the trading policies of the Series [_] Units of the Trust, which currently are
as follows:

          (1) The Allocated Assets will generally be invested in contracts which
are traded in sufficient volume which, at the time such trades are initiated,
are reasonably expected to permit entering and liquidating positions.

          (2) Stop or limit orders may, in the Trading Advisor's discretion, be
given with respect to initiating or liquidating positions in order to attempt to
limit losses or secure profits. If stop or

                                       24




limit orders are used, no assurance can be given, however, that the Clearing
Brokers will be able to liquidate a position at a specified stop or limit order
price, due to either the volatility of the market or the inability to trade
because of market limitations.

          (3) The Trading Advisor generally will not initiate an open position
in a futures contract (other than a cash settlement contract) during any
delivery month in that contract, except when required by exchange rules, law or
exigent market circumstances. This policy does not apply to forward and cash
market transactions.

          (4) The Trading Advisor, on behalf of the Trading Company, may
occasionally make or accept delivery of a commodity including, without
limitation, currencies. The Trading Advisor also may engage in "EFP"
transactions (i.e., an exchange of futures for physical transaction, as
permitted on the relevant exchange) involving currencies and metals and other
commodities. Provided that the Trading Company constitutes an "eligible contract
participant" (as such term is defined in Section 1(a)(12) of the CE Act), the
Trading Advisor may engage in swap transactions on behalf of the Trading
Company.

          (5) The Trading Advisor may, from time to time, employ trading
techniques such as spreads, straddles and conversions.

          (6) The Trading Advisor will not initiate open futures or option
positions which would result in net long or short positions requiring as margin
or premium for outstanding positions in excess of 15% of the Allocated Assets
for any one commodity, or in excess of 66 % of the Allocated Assets for all
commodities combined. Under certain market conditions, such as an inability to
liquidate open commodities positions because of daily price fluctuations, the
Managing Owner may be required to commit Allocated Assets as margin in excess of
the foregoing limits and in such case the Managing Owner will cause the Trading
Advisor to reduce its open futures and option positions to comply to these
limits before initiating new commodities positions.

          (7) To the extent the Trading Advisor engages in transactions in
forward currency contracts other than with or through the Clearing Brokers, the
Trading Advisor will only engage in such transactions with or through a bank
which as of the end of its last fiscal year had an aggregate balance in its
capital, surplus and related accounts of at least $100,000,000, as shown by its
published financial statements for such year, and through other broker-dealer
firms with an aggregate balance in its capital, surplus and related accounts of
at least $50,000,000. If transactions are effected for the Trading Company in
the forward markets, the only forward markets that will be permitted to be
utilized are the interbank foreign currency markets and the London Metal
Exchange. The utilization of other forward markets requires the consent of the
Managing Owner.

                                       25



                                    EXHIBIT C

                       [ATTACH LATEST DISCLOSURE DOCUMENT
                             OF THE TRADING ADVISOR]



                                    EXHIBIT D

                                  FEE SCHEDULE

          (a)(1) The Managing Owner shall pay to the Trading Advisor a monthly
Management Fee equal to 1/12/th/ of XX percent of the Net Asset Value of the
Series being managed by the Trading Advisor (approximately, XX% annually). For
purposes of calculating the Management Fee payable to the Trading Advisor, the
Net Asset Value of the Series being managed by the Trading Advisor shall be
determined before reduction for any Management Fees accrued, Incentive Fees
accrued or extraordinary fees and expenses accrued as of such month-end and
before giving effect to any capital contributions made and any distributions or
redemptions accrued during or as of such month-end. In the event that a Limited
Owner redeems some or all of its Units or exchanges some or all of its Units for
Units in another Series, the Trust is dissolved or terminated or this Agreement
is terminated as of any date other than the last day of a calendar month, the
Management Fee for such month shall be paid on a pro-rated basis based on the
ratio that the number of days in the calendar month through the date of such
event bears to the total number of days in the calendar month.

          (2) "Net Asset Value of a Series" means the total assets of a Series
including, but not limited to, all cash and cash equivalents (valued at cost
plus accrued interest and amortization of original issue discount) less total
liabilities of the Series, each determined on the basis of generally accepted
accounting principles in the United States, consistently applied under the
accrual method of accounting ("GAAP"), including, but not limited to, the extent
specifically set forth below:

          (i) Net Asset Value of a Series shall include any unrealized profit or
loss on open Commodities positions, and any other credit or debit accruing to
the Series but unpaid or not received by the Series.

          (ii) All open commodity futures contracts and options traded on a
United States exchange are calculated at their then current market value, which
shall be based upon the settlement price for that particular commodity futures
contract and option traded on the applicable United States exchange on the date
with respect to which Net Asset Value of a Series is being determined; provided,
that if a commodity futures contract or option traded on a United States
exchange could not be liquidated on such day, due to the operation of daily
limits or other rules of the exchange upon which that position is traded or
otherwise, the settlement price on the first subsequent day on which the
position could be liquidated shall be the basis for determining the market value
of such position for such day. The current market value of all open commodity
futures contracts and options traded on a non-United States exchange shall be
based upon the liquidating value for that particular commodity futures contract
and option traded on the applicable non-United States exchange on the date with
respect to which Net Asset Value of a Series is being determined; provided, that
if a commodity futures contract or option traded on a non- United States
exchange could not be liquidated on such day, due to the operation of rules of
the exchange upon which that position is traded or otherwise, the liquidating
value on the first subsequent day on which the position could be liquidated
shall be the basis for determining the market value of such position for such
day. The current market value of all open forward contracts entered into shall
be the mean between the last bid and last asked prices quoted by the bank or
financial institution which is a party to the contract on the date with respect
to which Net Asset Value of a Series is being determined; provided, that if such
quotations are not available on such date, the mean between the last bid and
asked prices on the first subsequent day on which such quotations are available
shall be the basis for determining the market value of such forward contract for
such day. The Managing Owner may in its discretion value any assets pursuant to
such other principles as it may deem fair and equitable so long as such
principles are consistent with normal industry standards.

          (iii) Interest earned on a Series commodity brokerage account shall be
accrued at least daily.

          (iv) The amount of any distribution made shall be a liability of the
Series from the day when the distribution is declared until it is paid.

                                       27




          (b)  (1)  The Managing Owner shall pay to the Trading Advisor an
Incentive Fee of XX% of "New High Net Trading Profits" (as hereinafter defined)
generated by the Series [ ] Units, including realized and unrealized gains and
losses thereon, as of the close of business on the last day of each calendar
quarter (the "Incentive Measurement Date").


               (2) "New High Net Trading Profits" (for purposes of calculating
          the Trading Advisor's Incentive Fees) shall be computed as of the
          Incentive Measurement Date and shall include such profits (as outlined
          below) since the Incentive Measurement Date of the most recent
          preceding calendar quarter for which an Incentive Fee was earned (or,
          with respect to the first Incentive Fee, as of the commencement of
          operations) (the "Incentive Measurement Period"). New High Net Trading
          Profits for any Incentive Measurement Period shall be the net profits,
          if any, from the Trading Advisor's trading during such period
          (including (i) gross realized trading profit (loss) plus or minus (ii)
          the change in unrealized trading profit (loss) on open positions,
          minus (iii) the fees charged to the Series by the Managing Owner and
          the Clearing Brokers for brokerage commissions, exchange fees, NFA
          fees, give up fees and other transaction related fees and expenses
          charged in connection with the Series' trading activities and on-going
          service fees for certain administrative services payable to certain
          Selling Agents and shall be calculated after the determination of the
          Trading Advisor's Management Fee, but before deduction of any
          Incentive Fees payable during the Incentive Measurement Period) minus
          (iv) the "Carryforward Loss" (as defined in the next sentence), if
          any, as of the beginning of the Incentive Measurement Period. If the
          total of items (i) through (iv), above, is negative at the end of an
          Incentive Measurement Period, such amount shall be the Carryforward
          Loss for the next quarter. Carryforward Losses shall (v) be
          proportionately reduced to reflect reductions in Allocated Assets that
          have been instructed by the Managing Owner. Such proportional
          reduction shall be based upon the ratio that the reduction of assets
          allocated away from the Trading Advisor bears to the then current
          amount of Allocated Assets which the Trading Advisor is managing prior
          to giving effect to such reduction in the Allocated Assets. New High
          Net Trading Profits shall not include interest earned or credited. New
          High Net Trading Profits shall be generated only to the extent that
          cumulative New High Net Trading Profits exceed the highest level of
          the Trading Advisor's cumulative New High Net Trading Profits achieved
          by such Series as of a previous Incentive Measurement Date. Except as
          set forth below, net losses after proportional reduction under clause
          (v) above from prior quarters must be recouped before New High Net
          Trading Profits can again be generated. If a withdrawal or
          distribution occurs at any date that is not an Incentive Measurement
          Date, the date of the withdrawal or distribution shall be treated as
          if it were an Incentive Measurement Date, but any Incentive Fee
          accrued in respect of the withdrawn assets on such date shall not be
          paid to the Trading Advisor until the next scheduled Incentive
          Measurement Date. New High Net Trading Profits for an Incentive
          Measurement Period shall exclude capital contributions to the Series
          in an Incentive Measurement Period, distributions or redemptions
          payable by the Series during an Incentive Measurement Period, as well
          as losses, if any, associated with redemptions during the Incentive
          Measurement Period and prior to the Incentive Measurement Date. In
          calculating New High Net Trading Profits, Incentive Fees paid for a
          previous Incentive Measurement Period shall not reduce cumulative New
          High Net Trading Profits in subsequent periods.


                                       28



                                    EXHIBIT E

List of Key Principals

                                       29

EX-23.1

                                                                    EXHIBIT 23.1

INDEPENDENT AUDITORS' CONSENT

We consent to the use in this Pre-Effective Amendment No. 3 to Registration
Statement No. 333-108397 of The Frontier Fund on Form S-1 of our report dated
January 7, 2004 (January 29, 2004 as to Note 2), on The Frontier Fund and our
report dated January 29, 2004, on Equinox Fund Management, LLC, appearing in the
Prospectus, which is part of this Registration Statement.

We also consent to the references to us under the heading "EXPERTS" in such
Prospectus.

Deloitte & Touche LLP
Princeton, New Jersey
January 29, 2004

EX-23.2

                                                                    EXHIBIT 23.2

                               CONSENT OF COUNSEL

We hereby consent to the reference to us in the Prospectus constituting part of
this Registration Statement on Form S-1, under the captions "Federal Income Tax
Consequences," "Legal Matters" and "Experts."

New York, New York

January 30, 2004

                                           /s/ Dorsey & Whitney LLP
                                           ------------------------
                                           Dorsey & Whitney LLP

EX-23.3

                                                                    Exhibit 23.3

                             CONSENT OF TAX COUNSEL

We hereby consent to the filing of our opinion as Exhibit 8.1 to this
Registration Statement on Form S-1 and to all references to our firm included or
made a part of this Registration Statement. In addition, we hereby consent to
the discussion of our opinion in the Prospectus constituting part of this
Registration Statement under the caption "Federal Income Tax Consequences."

New York, New York

January 30, 2004

                                        /s/ Dorsey & Whitney LLP
                                        ----------------------------------------
                                        Dorsey & Whitney LLP