POS AM

As Filed with the Securities Exchange Commission on April 25, 2007

Registration No. 333-119612

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 8 TO

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

WORLD MONITOR TRUST III

WMT III SERIES G/J TRADING VEHICLE LLC

(Rule 140 Co-Registrant No. 1)

WORLD MONITOR TRUST III – SERIES G

(Rule 140 Co-Registrant No. 4)

WORLD MONITOR TRUST III – SERIES J

(Rule 140 Co-Registrant No. 7)

(Exact name of registrant as specified in its charter)

Delaware	6799	20-1697966 (Registrant) 20-2469369 (Co-Registrant No. 1) 20-1697966 (Co-Registrant No. 4) 20-2446281 (Co-Registrant No. 7)
(State of Organization)	(Primary Standard Industrial Classification Number)	(I.R.S. Employer Identification Number)

c/o Preferred Investment Solutions Corp. 900 King Street, Suite 100 Rye Brook, New York 10573 (914) 307-7000	Lawrence S. Block, Esq. c/o Preferred Investment Solutions Corp. 900 King Street, Suite 100 Rye Brook, New York 10573 (914) 307-7020
(Address, including zip code, and telephone number including area code, of registrant’s principal executive offices)	(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Fred M. Santo, Esq.

Katten Muchin Rosenman LLP

575 Madison Avenue

New York, New York 10022

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 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, 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.  ¨

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 information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. The prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state in where such offer or sale is not permitted.

Subject to Completion Dated April 25, 2007

WORLD MONITOR TRUST III

375,000 Series G Units of	2,812,500 Series J Units of
Beneficial Interest, Class I	Beneficial Interest, Class I
125,000 Series G Units of	937,500 Series J Units of
Beneficial Interest, Class II	Beneficial Interest, Class II

Each Series of Units of World Monitor Trust III trades speculatively in U.S. and international futures and forward contracts, as more fully discussed in the Prospectus. Each Series is separately offered, and the assets of each Series are segregated from the assets of each other Series and separately valued. Trading on behalf of each Series commenced on or about December 1, 2005.

Units of each Series are issued as of the beginning of each month and such Units may be redeemed or exchanged for Units of another Series as of the last business day of each month, beginning with the first month-end following their sale. Exchanges are available between Units within the same Class. A Unitholder may not purchase Units in a closed Series or exchange Units for Units in a closed Series. Exchanges will not be allowed from Class I to Class II or vice-versa. Class I Units redeemed prior to the first anniversary of their purchase will be subject to a redemption charge equal to the product of (i) the Net Asset Value per Unit on the redemption date of the Units being redeemed, multiplied by (ii) the number of months remaining before the first anniversary of the date such Units were purchased, multiplied by (iii) 1/12^th of 2.00%. There is no redemption charge for Class I Units on or after the first anniversary of their purchase. Exchanges of Class I Units will not result in any redemption charge. There is no redemption charge for any Class II Units.

Units in each Series are offered as of the beginning of each month and will be offered continuously until all of each Series’ Units that are registered are sold. The Managing Owner may terminate the offering of Units of a Series at any time. Kenmar Securities Inc., the Selling Agent, and the Correspondent Selling Agents will use their best efforts to sell the Units offered, which means that they are not required to purchase any Units or sell any specific number or dollar amount of Units.

Designation:	Number of Units:	Advisor(s):	Program:
Series G, Class I	375,000	Graham Capital Management, L.P.	Global Diversified Program at 150% Leverage
Series G, Class II	125,000	Graham Capital Management, L.P.	Global Diversified Program at 150% Leverage
Series J, Class I	2,812,500	Graham Capital Management, L.P.	Global Diversified Program at 150% Leverage
		Eagle Trading Systems Inc.	Momentum Program
		Ortus Capital Management Limited	Major Currency Program
Series J, Class II	937,500	Graham Capital Management, L.P.	Global Diversified Program at 150% Leverage
		Eagle Trading Systems Inc.	Momentum Program
		Ortus Capital Management Limited	Major Currency Program

These are speculative securities. Before you decide whether to invest in a Series of the Trust, read this entire Prospectus carefully and consider “The Risks You Face” section beginning on page 17. In particular you should be aware that:

• Futures, forward and options trading is volatile and highly leveraged and, as a result, even a small movement in market prices could cause large losses.

• Each Series will rely on its Advisor or Advisors for success.

• You could lose all or substantially all of your investment.

• No secondary market exists for the Units of a Series and Units may be redeemed monthly and may result in redemption charges as described above.

• Many of the instruments to be traded by each Series are not regulated by the Commodity Futures Trading Commission and no Series will receive the protections that are provided by such regulation with respect to such instruments.

• Investors will pay substantial fees in connection with their investment in a Series including asset-based fees of up to 6.50% per annum for Class I Unitholders and up to 4.50% per annum for Class II Unitholders as well as incentive fees payable to each Advisor equal to 20% of net profits generated by such Advisor on a cumulative high water mark basis.

Minimum Investment Regular Accounts of the Trust: $5,000 aggregate amount ($500 per Series); IRAs, other tax-exempt accounts, and existing investors of the Trust: $2,000 aggregate amount ($500 per Series)

These securities have not been approved or disapproved by the Securities and Exchange Commission or any state securities commission nor has the Securities and Exchange Commission or any state securities commission passed upon the accuracy or adequacy of this Prospectus. Any representation to the contrary is a criminal offense. THE COMMODITY FUTURES TRADING COMMISSION HAS NOT PASSED UPON THE MERITS OF PARTICIPATING IN THESE POOLS NOR HAS THE COMMISSION PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS.

April [    ], 2007 (Not for use after January 31, 2008)

Investor Suitability

Purchaser understands that the purchase of Units may be made only by persons who, at a minimum, have (i) a net worth of at least $150,000 (exclusive of home, furnishings and automobiles) or (ii) an annual gross income of at least $45,000 and a net worth of at least $45,000 (exclusive of home, furnishings and automobiles). Residents of the following states must meet the requirements set forth below (“net worth” for such purposes is in all cases is exclusive of home, furnishings and automobiles). In addition, Purchaser may not invest more than 10% of his or her net worth (in all cases exclusive of home, furnishings and automobiles) in the Trust.

1. Alaska — Eligible investors must have (i) a net worth of at least $225,000 (exclusive of home, furnishings and automobiles) or (ii) an annual gross income of at least $60,000 and a net worth of at least $60,000 (exclusive of home, furnishings and automobiles).

2. Arizona — Net worth of at least $225,000 or a net worth of at least $60,000 and an annual income of at least $60,000.

3. California — Net worth of at least $250,000 and an annual income of at least $65,000 or, in the alternative, a net worth of at least $500,000.

4. Iowa — Net worth of at least $225,000 or a net worth of at least $60,000 and an annual taxable income of at least $60,000.

5. Kansas — Net worth of at least $225,000 or a net worth of at least $60,000 and an annual income of at least $60,000.

6. Maine — Minimum subscription per investment, both initial and subsequent, of $5,000; net worth of at least $200,000 or a net worth of at least $50,000 and an annual income of at least $50,000.

7. Massachusetts — Net worth of at least $225,000 or a net worth of at least $60,000 and an annual income of at least $60,000.

8. Michigan — Net worth of at least $225,000 or a net worth of at least $60,000 and annual income of at least $60,000.

9. Minnesota — “Accredited investors,” as defined in Rule 501(a) under the Securities Act of 1933.

10. Mississippi — Net worth of at least $225,000 or a net worth of at least $60,000 and an annual income of at least $60,000.

11. Missouri — Net worth of at least $225,000 or a net worth of at least $60,000 and an annual income of at least $60,000.

12. New Hampshire — Net worth of at least $250,000 or a net worth of at least $125,000 and an annual income of at least $50,000.

13. New Jersey — Net worth of at least $250,000 and a taxable income of at least $65,000 or, in the alternative, a net worth of at least $500,000.

14. North Carolina — Net worth of at least $225,000 or a net worth of at least $60,000 and an annual income of at least $60,000.

15. Oklahoma — Net worth of at least $225,000 or a net worth of $60,000 and an annual income of at least $60,000.

16. Oregon — Net worth of at least $225,000 or a net worth of at least $60,000 and an annual taxable income of at least $60,000.

17. Pennsylvania — Net worth of a least $175,000 or a net worth of at least $100,000 and an annual taxable income of at least $50,000.

18. South Carolina — Net worth of at least $100,000 or a net income in 1998 some portion of which was subject to maximum federal and state income tax.

19. Tennessee — Net worth of at least $225,000 or a net worth of at least $60,000 and an annual taxable income of at least $60,000.

20. Texas — Net worth of at least $225,000 or a net worth of at least $60,000 and an annual taxable income of at least $60,000.

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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 TO THIS POOL BEGINNING ON PAGE 77 AND A STATEMENT OF THE PERCENTAGE RETURN NECESSARY TO BREAK EVEN, THAT IS, TO RECOVER THE AMOUNT OF YOUR INITIAL INVESTMENT, AT PAGES 12 THROUGH 14 AND 76.

THIS BRIEF STATEMENT CANNOT DISCLOSE ALL THE RISKS AND OTHER FACTORS NECESSARY TO EVALUATE YOUR PARTICIPATION IN ANY OF THESE COMMODITY POOLS. THEREFORE, BEFORE YOU DECIDE TO PARTICIPATE IN ANY OF THESE COMMODITY POOLS, YOU SHOULD CAREFULLY STUDY THIS DISCLOSURE DOCUMENT, INCLUDING A DESCRIPTION OF THE PRINCIPAL RISK FACTORS OF THIS INVESTMENT, AT PAGES 17 THROUGH 25.

YOU SHOULD ALSO BE AWARE THAT THESE COMMODITY POOLS 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 PROSPECTUS DOES NOT INCLUDE ALL OF THE INFORMATION OR EXHIBITS IN THE TRUST’S AND EACH SERIES’ REGISTRATION STATEMENT. YOU CAN READ AND COPY THE ENTIRE REGISTRATION STATEMENT AT THE PUBLIC REFERENCE FACILITIES MAINTAINED BY THE SEC IN WASHINGTON, D.C.

EACH SERIES FILES QUARTERLY AND ANNUAL REPORTS WITH THE SEC. YOU CAN READ AND COPY THESE REPORTS AT THE SEC PUBLIC REFERENCE FACILITIES IN WASHINGTON, D.C. PLEASE CALL THE SEC AT 1-800-SEC-0330 FOR FURTHER INFORMATION.

EACH SERIES’ FILINGS ARE POSTED AT THE SEC WEBSITE AT http://www.sec.gov.

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Notes to Cover Page (cont’d)

REGULATORY NOTICES

NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE FUND, PREFERRED INVESTMENT SOLUTIONS CORP., THE SELLING AGENT, THE CORRESPONDENT SELLING AGENTS, THE ADVISORS OR ANY OTHER PERSON.

THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY THE SECURITIES OFFERED HEREBY TO ANY PERSON OR BY ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION MAY NOT LAWFULLY BE MADE.

THE BOOKS AND RECORDS OF THE TRUST AND EACH SERIES WILL BE MAINTAINED AT ITS PRINCIPAL OFFICE, 900 KING STREET, SUITE 100, RYE BROOK, NEW YORK 10573, TELEPHONE NUMBER (914) 307-7000. UNITHOLDERS WILL HAVE THE RIGHT, DURING NORMAL BUSINESS HOURS, TO HAVE ACCESS TO AND COPY (UPON PAYMENT OF REASONABLE REPRODUCTION COSTS) SUCH BOOKS AND RECORDS IN PERSON OR BY THEIR AUTHORIZED ATTORNEY OR AGENT. EACH MONTH, PREFERRED INVESTMENT SOLUTIONS CORP. WILL DISTRIBUTE REPORTS TO ALL UNITHOLDERS OF EACH SERIES SETTING FORTH SUCH INFORMATION RELATING TO SUCH SERIES AS THE COMMODITY FUTURES TRADING COMMISSION (THE “CFTC”) AND THE NATIONAL FUTURES ASSOCIATION (THE “NFA”) MAY REQUIRE TO BE GIVEN TO THE PARTICIPANTS IN COMMODITY POOLS WITH RESPECT TO EACH SERIES OF THE TRUST AND ANY SUCH OTHER INFORMATION AS PREFERRED INVESTMENT SOLUTIONS CORP. MAY DEEM APPROPRIATE. THERE WILL SIMILARLY BE DISTRIBUTED TO UNITHOLDERS OF EACH SERIES, GENERALLY BY MARCH 31 OF THE TRUST’S FISCAL YEAR, CERTIFIED AUDITED FINANCIAL STATEMENTS AND THE TAX INFORMATION RELATING TO EACH SERIES OF THE TRUST NECESSARY FOR THE PREPARATION OF UNITHOLDERS’ ANNUAL FEDERAL INCOME TAX RETURNS.

THE DIVISION OF INVESTMENT MANAGEMENT OF THE SECURITIES AND EXCHANGE COMMISSION REQUIRES THAT THE FOLLOWING STATEMENT BE PROMINENTLY SET FORTH HEREIN: “WORLD MONITOR TRUST III AND EACH SERIES ARE 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 REGULATION THEREUNDER.”

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WORLD MONITOR TRUST III

Table of Contents

Prospectus Section			Page
PART ONE
DISCLOSURE DOCUMENT
SUMMARY			1
	The Trust		1
	The Series		1
	Class I Units and Class II Units		1
	Series G		2
	Series J		2
	The Two-Tier Structure of the Series		2
	Risk Factors		2
	The Trustee		3
	The Trust and Its Objectives		3
	Preferred Investment Solutions Corp.		4
	The Advisors		4
	The Clearing Broker		5
	The Selling Agent; The Correspondent Selling Agents		5
	The Administrator		5
	Liabilities You Assume		6
	Limitation of Liabilities		6
	Who May Subscribe		6
	What You Must Understand Before You Subscribe		6
	How to Subscribe		6
	Your Minimum Subscription and Unit Pricing		7
	The Offering		7
	Subscription Effective Dates; Transfer of Units		7
	Redemptions		7
	Segregated Accounts/Interest Income		8
	Fees and Expenses		9
	Break-Even Amounts for Each Series		12
	Exchange Privilege		12
	Distributions		12
	Fiscal Year		12
	Financial Information		12
	Glossary of Defined Terms		12
	Tax Status of each Series		12
	“Breakeven Table”		13
	Reports to Unitholders		15
	Cautionary Note Regarding Forward-Looking Statements		15
	World Monitor Trust III Organization Chart		16
THE RISKS YOU FACE			17
	(1)	You Should Not Rely on Past Performance in Deciding Whether to Buy Units	17
	(2)	Price Volatility May Possibly Cause the Total Loss of Your Investment	17
	(3)	Speculative and Volatile Markets Combined With Highly Leveraged Trading May Cause the Trust to Incur Substantial Losses	17
	(4)	Fees and Commissions are Charged Regardless of Profitability and May Result in Depletion of Trust Assets	18
	(5)	Market Conditions May Impair Profitability	18
	(6)	Discretionary Trading Strategies May Incur Substantial Losses	18
	(7)	Systematic Trading Strategies May Incur Substantial Losses	18
	(8)	Decisions Based Upon Fundamental Analysis May Not Result in Profitable Trading	19
	(9)	Increase in Assets Under Management May Affect Trading Decisions	19
	(10)	You Cannot be Assured of the Advisors’ Continued Services Which May Be Detrimental to Trust	19
	(11)	Limited Ability to Liquidate Your Investment	19
	(12)	Possible Illiquid Markets May Exacerbate Losses	20
	(13)	Because Neither Series of the Trust Acquires Any Asset with Intrinsic Value, the Positive Performance of Your Investment Is Wholly Dependent Upon an Equal and Offsetting Loss	20
	(14)	Failure of Futures and Foreign Exchange Trading to be Non-Correlated to General Financial Markets Will Eliminate Benefits of Diversification	20
	(15)	Broad Indices May Perform Quite Differently From Individual Investments	20
	(16)	Advisors Trading Independently of Each Other May Reduce Profit Potential and Insurance Risks Through Offsetting Positions	21
	(17)	Trading on Commodity Exchanges Outside the United States is Not Subject to U.S. Regulation	21
	(18)	Various Actual and Potential Conflicts of Interest May Be Detrimental to Unitholders	22
	(19)	Unitholders Taxed Currently	22
	(20)	Limitation on Deductibility of “Investment Advisory Fees”	23

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Prospectus Section			Page
	(21)	Taxation of Interest Income Irrespective of Trading Losses	23
	(22)	Possibility of a Tax Audit of Both the Series and the Unitholders	23
	(23)	Failure or Lack of Segregation of Assets May Increase Losses	23
	(24)	Default by Counterparty and Credit Risk Could Cause Substantial Losses	23
	(25)	Regulatory Changes or Actions May Alter the Nature of an Investment in the Trust	24
	(26)	Trust Trading is Not Transparent	24
	(27)	Lack of Independent Experts Representing Investors	24
	(28)	Forwards, Swaps, Hybrids and Other Derivatives are Not Subject to CFTC Regulation	24
	(29)	Foreign Exchange Currency Trading is Not Subject to CFTC Regulation	24
	(30)	Possibility of Termination of the Trust or a Series Before Expiration of its Stated Term	24
	(31)	For Series J, Losses by an Advisor to a Managed Account Could Deplete All of the Assets of Series J, Including Assets that Were Allocated for Management by Another Advisor	25
THE SERIES AND THEIR OBJECTIVES			25
	Objectives		25
	Investment Philosophy		25
	Diversification		26
THE TWO-TIER STRUCTURE OF THE SERIES			26
PERFORMANCE OF THE TRUST			29
	Series G, Class I		29
	Series G, Class II		29
	See Notes to Performance Information on page 31.Series J, Class II		29
	Series J, Class II		30
	Series J, Class II		30
MARKET FOR THE TRUST’S UNITS, DISTRIBUTIONS ON THE TRUST’S UNITS AND RELATED UNITHOLDER MATTERS			32
SELECTED FINANCIAL DATA			32
	Series G		32
	Series J		32
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			33
	Critical Accounting Policies		33
	Liquidity and Capital Resources		33
	Results of Operations		35
	Inflation		39
OFF-BALANCE SHEET ARRANGEMENTS AND CONTRACTUAL OBLIGATIONS			39
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK			40
	Introduction		40
	Quantifying the Series’ Trading Value at Risk		40
	Qualitative Disclosures Regarding Primary Trading Risk Exposures		41
	Qualitative Disclosures Regarding Means of Managing Risk Exposure		42
	Qualitative Disclosures Regarding Non-Trading Risk Exposures		43
THE ADVISORS			43
	General		43
	Futures and Foreign Exchange Trading Methods in General		44
NOTES TO PERFORMANCE INFORMATION			47
GRAHAM CAPITAL MANAGEMENT, L.P.			49
	Overview		49
	Management		49
	Investment Programs		53
	Trading		53
EAGLE TRADING SYSTEMS INC.			62
	Management		62
	Trading Approach		63
	Trading Programs		63
ORTUS CAPITAL MANAGEMENT LIMITED			71
	Investment Philosophy		71
	Investment Process and Risk Management		72
	Markets and Instruments		72
	Management		73
USE OF PROCEEDS			75
CHARGES			77
	Management Fee		77
	Advisors’ Fees		77
	Sales Commission		78
	Brokerage Commissions and Fees		78
	Extraordinary Fees and Expenses		78
	Routine Operational, Administrative and Other Ordinary Expenses		78
	Organization and Offering Expenses		78
	Service Fees – General		79

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Prospectus Section		Page
	Class I – Service Fee	80
	Class II	80
	Redemption Charge	80
WHO MAY SUBSCRIBE		81
THE CLEARING BROKER AND FUTURES BROKER		81
CONFLICTS OF INTEREST		82
	General	82
	The Managing Owner	82
	The Advisors	82
	The Clearing Broker, the Futures Broker and Executing Brokers	82
	Selling Agents	83
	Proprietary Trading/Other Clients	83
	Ancillary Business Arrangements Between the Managing Owner and Certain Advisors	83
	No Distributions	83
	Receipt of Soft Dollars	83
	Incentive Fees	84
	Unified Counsel	84
	UBS Securities LLC	84
REDEMPTIONS AND DISTRIBUTIONS		84
THE TRUST, THE SERIES, THE TRUSTEE AND THE MANAGING OWNER; CERTAIN MATERIAL TERMS OF THE TRUST DECLARATION		85
	Principal Office; Location of Records	85
	Certain Aspects of the Trust and the Series	86
	The Trustee	86
	The Managing Owner	87
	Fiduciary and Regulatory Duties of the Managing Owner	92
	Investment of the Managing Owner in the Trust	93
	Management; Voting by Unitholders	93
	Recognition of the Trust and the Series in Certain States	94
	Possible Repayment of Distributions Received by Unitholders; Indemnification by Unitholders	94
	Transfers of Units Restricted	94
	Exchange Privilege	94
	Reports to Unitholders	95
	General	95
	Organizational Chart	96
MATERIAL CONTRACTS		96
	Advisory Agreements	96
	Brokerage Agreement	98
	Selling Agreement	99
FEDERAL INCOME TAX CONSEQUENCES		101
	Partnership Tax Status of Each Series	101
	Taxation of Unitholders on Profits or Losses	101
	Limited Deductibility of Trust Losses and Deductions	101
	Limited Deductibility for Certain Expenses	101
	Year-End Mark-to-Market of Open Section 1256 Contract Positions	102
	Tax on Capital Gains and Losses; Interest Income	102
	Syndication Expenses	103
	Unrelated Business Taxable Income	103
	IRS Audits of the Series and Their Respective Unitholders	103
	State and Other Taxes	103
	Tax Elections	103
PURCHASES BY EMPLOYEE BENEFIT PLANS		103
	General	103
	“Plan Assets”	104
	Ineligible Purchasers	106
PLAN OF DISTRIBUTION		106
	The Offering	106
	Subscription Procedure	106
	Subscribers’ Representations and Warranties	107
LEGAL MATTERS		107
EXPERTS		107
ADDITIONAL INFORMATION		108
RECENT FINANCIAL INFORMATION AND ANNUAL REPORTS		109
PRIVACY POLICY OF THE MANAGING OWNER		109
PERFORMANCE OF COMMODITY POOLS OPERATED BY THE MANAGING OWNER AND ITS AFFILIATES		109
	General	109
	Assets Under Management	110
	Multi-Advisor Pools	110
	Single-Advisor Pools	110
	Pools for the Research and Development of Advisors	110
	Footnotes to Performance Information	113
PART TWO STATEMENT OF ADDITIONAL INFORMATION		114

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SUMMARY

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 a Series of Units. This Prospectus is intended to be used beginning April [    ], 2007

The Trust

World Monitor Trust III, or the Trust, was formed as a Delaware Statutory Trust on September 28, 2004, with separate series, or each, a Series, of units of beneficial interest, or the Units. Its term will expire on December 31, 2054 (unless terminated earlier in certain circumstances). The principal offices of the Trust and Preferred Investment Solutions Corp., or the Managing Owner, are located at 900 King Street, Suite 100, Rye Brook, New York 10573, and their telephone number is (914) 307-7000.

The Series

The Trust’s Units will be offered in two (2) separate and distinct Series: Series G; and Series J. The Trust may issue additional Series of Units in the future. The Units of each Series are separated into two classes, or each, a Class, of Units. Each Series:

• engages 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;

• segregates its assets from the assets of any other Series and maintains separate, distinct records from each other Series, and accounts for its assets separately from each other Series;

• calculates its net assets and the Net Asset Value of its Units separately from each other Series;

• has an investment objective of increasing the value of its Units over the long term (capital appreciation), while controlling risk and volatility; and

• offers Units in two Classes—Class I and Class II.

Each Series invests in a trading vehicle that, in turn, has entered into a managed account agreement with its own independent commodity trading advisor, or each, an Advisor, that manages such Series’ assets and makes the trading decisions in respect of the assets of such Series. In addition, Series J has entered into managed account agreements with Advisors that manage the portion of the assets of Series J allocated to such Managed Account and make the trading decisions in respect of the assets of Series J allocated to such Managed Accounts.

Class I Units and Class II Units

• The Trust pays a Service Fee in respect of the Class I Units, monthly in arrears, equal to 1/12^th of 2.00% (2.00% per annum) of the Net Asset Value per Unit of the outstanding Class I Units as of the beginning of the month. The Service Fee is paid directly by the Trust to the Selling Agent. The Selling Agent is responsible for paying all service fees owing to the Correspondent Selling Agents. The Correspondent Selling Agents are entitled to receive from the Selling Agent an initial service fee equal to 2.00% of the initial Net Asset Value per Unit of each Class I Unit sold by them, payable on the date such Class I Units are purchased and, commencing with the thirteenth month after the purchase of a Class I Unit, an ongoing monthly service fee equal to 1/12^th of 2.00% (2.00% per annum) of the Net Asset Value per Unit as of the beginning of the month of the Class I Units sold by them. In addition to the above Service Fee, the Trust pays to the Selling Agent a Sales Commission, monthly in arrears, equal to 1/12^th of 1.00% (1.00% per annum) of the Net Asset Value per Unit of the outstanding Class I Units as of the beginning of the month.

• Class II Units may only be offered to investors who are represented by approved Correspondent Selling Agents who are directly compensated by the investor for

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SUMMARY (cont’d)

services rendered in connection with an investment in the Trust (such arrangements commonly referred to as “wrap-accounts”). Investors who purchase Class II Units of a Series are not charged any Service Fee. However, the Trust pays to the Selling Agent a Sales Commission, monthly in arrears, equal to 1/12^th of 1.00% (1.00% per annum) of the Net Asset Value per Unit of the outstanding Class II Units as of the beginning of the month.

Series G

• Trading for Series G is directed by Graham Capital Management, L.P., or Graham. Graham trades 100% of the assets of Series G pursuant to Graham’s Global Diversified at 150% Leverage program, which is a technical, systematic, global macro program. We sometimes refer to Series G as the Graham Series.

Series J

Trading for Series J is directed by the following:

• Graham, pursuant to its Global Diversified at 150% Leverage program, which is a technical, systematic, global macro program.

• Eagle Trading Systems Inc., or Eagle, pursuant to its Momentum Program, which is a technical, systematic global macro program.

• Effective May 1, 2007, Ortus Capital Management Limited and Ortus Capital Management (Cayman) Limited, collectively Ortus, pursuant to its Major Currency Program, which is a systematic currency program.

(Through April 30, 2007, the assets to be allocated to Ortus were traded by Bridgewater Association, Inc., or Bridgewater, pursuant to its Aggressive Pure Alpha Futures Only – A, No Benchmark Program, which is a fundamental, systematic, global macro program. Performance and other information relating to Series J through April 30, 2007 reflects the fact that Bridgewater, and not Ortus, directed a portion of Series J’s assets.)

The assets of Series J are allocated equally among each of Graham, Eagle and Ortus, and Series J rebalances its exposure quarterly to maintain an equal exposure to each of them. One-third of the assets of Series J are traded by each of Graham, Eagle and Ortus pursuant to the programs set forth above. We sometimes refer to Series J as the Balanced Series.

The Two-Tier Structure of the Series

Each of Series G and Series J invests in a subsidiary trading vehicle, WMT III Series G/J Trading Vehicle LLC, a Delaware limited liability company, of which Series G and Series J are members. The Trading Vehicle has entered into a managed account agreement with Graham. The Trading Vehicle achieves certain efficiencies. The incremental additional costs associated with forming and maintaining the Trading Vehicle is negligible.

Risk Factors

An investment in Units of all Series of the Trust is speculative and involves a high degree of risk.

• The Trust has a limited operating history. Therefore, a potential investor has only a limited performance history to serve as a factor for evaluating an investment in the Trust.

• The Managing Owner may select and allocate the Trust’s assets to new trading advisors or different programs of the Advisors at any time. It is expected that Series J will at all times maintain an equal exposure (rebalanced quarterly) to each of the trading advisors who from time to time are responsible for managing the assets of and making the trading decisions in respect of its assets. However, the Managing Owner is under no obligation to cause Series J to maintain such proportional exposures or quarterly rebalancing. Unitholders of the Trust are fully dependent upon the Managing Owner’s ability to select such trading advisors or programs.

• Past performance is not necessarily indicative of future results; all or substantially all of an investment in a Series could be lost.

• The trading of each Series of the Trust is highly leveraged and takes place in very volatile markets.

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SUMMARY (cont’d)

• Each Series of the Trust is subject to the fees and expenses described herein and will be successful only if significant profits are achieved. To break even, and prior to any applicable redemption charge, the following Series and Classes must generate the below trading profits:

•        Series G, Class I:	4.75%
•        Series G, Class II:	2.35%
•        Series J, Class I	3.43%
•        Series J, Class II	1.01%

• There can be no assurance that a Series will achieve profits, significant or otherwise. Class I Units redeemed before the first anniversary of their sale will be subject to a redemption charge equal to the product of (i) the Net Asset Value per Unit on the redemption date of the Units being redeemed, multiplied by (ii) the number of months remaining before the first anniversary of the date such Units were purchased, multiplied by 1/12^th of 2.00%.

• Certain general types of market conditions — in particular, trendless periods without major price movements — significantly reduce the potential for certain Advisors to trade successfully.

• The incentive fee to be paid to the Advisors may encourage the Advisors to take riskier or more speculative positions than they might otherwise.

• Because Series J pays incentive fees to each of the Advisors who manage assets of Series J based upon the profitability of the trading of such Advisors individually, and not based upon the profitability of Series J as a whole, Series J could pay incentive fees to Advisors in respect of periods during which Series J, as a whole, was not profitable.

• Certain conflicts of interest exist between the Managing Owner, the Advisors, the Clearing Broker, the Futures Broker and Executing Brokers, the Selling Agent, the Correspondent Selling Agents, and others and the Unitholders. These conflicts include allocation of the Managing Owner’s resources, other business activities of the Advisors, selection of executing brokers, execution of trades, the incentive fees, recommendations as to the purchase or sale of Units, proprietary trading and other clients of the Managing Owner and the Advisors and other conflicts. The Managing Owner has not established any formal procedure to resolve conflicts of interest. Consequently, investors will be dependent on the good faith of the respective parties subject to such conflicts to resolve them equitably. Although the Managing Owner attempts to monitor these conflicts, it is extremely difficult, if not impossible, for the Managing Owner to ensure that these conflicts do not, in fact, result in adverse consequences to a Series of the Trust.

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 Trust and Its Objectives

References to trading by a Series throughout the Prospectus actually refers to trading by the applicable trading vehicle with respect to such applicable Series.

Each Series of the Trust is a separate investment portfolio. Series G trades under the management of a single Advisor selected from time to time by the Managing Owner. Series J will trade under the management of each of three Advisors (including the Advisor responsible for managing the trading of Series G) and will allocate its assets to such Advisors in equal proportions, rebalanced quarterly.

The Managing Owner has substantial experience in selecting and monitoring trading advisors, asset allocation and overall portfolio design using quantitative and qualitative methods. The Advisors trade entirely independently of each other, implementing proprietary strategies in the markets of their choice. Each Series of the Trust has access to global futures, forward (including interbank foreign currencies) and options trading with the ability rapidly to deploy and redeploy its capital across different sectors of the global economy.

In addition to selecting Advisors, the Managing Owner monitors the trading activity and performance of each Advisor and adjusts the overall leverage at which each Series of the Trust trades. The commitment of each Series of the Trust to its Advisor(s) may exceed 100% of such Series’ total equity if the Managing Owner decides to strategically

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SUMMARY (cont’d)

allocate notional equity to such Advisor(s). This may result in increased profits or larger losses than would otherwise result. There likely will be periods in the markets during which it is unlikely that any Advisor will be profitable. By having the ability to leverage each Series’ market commitment to below its actual equity during such periods, the Managing Owner could help preserve capital while awaiting more favorable market cycles.

Under the Trust’s Declaration of Trust, Wilmington Trust Company, the Trust’s Trustee, has delegated to the Managing Owner the exclusive management and control of all aspects of the business of each Series of the Trust. The Trustee has no duty or liability to supervise or monitor the performance of the Managing Owner, nor does the Trustee have any liability for the acts or omissions of the Managing Owner.

In addition to monitoring the trading and performance of the Advisors, the Managing Owner also performs ongoing due diligence with respect to the Advisors. If the Managing Owner determines that an Advisor has departed from its program or stated trading methodology or has exceeded its stated risk parameters, the Managing Owner, on behalf of the Trust, will take such actions as it deems appropriate which may include terminating such Advisor. Similarly, if the Managing Owner’s ongoing due diligence leads the Managing Owner to determine that it is in the best interests of the Trust to terminate an Advisor, it will do so. If the Managing Owner concludes, based upon its perception of market or economic conditions, that it is appropriate to allocate assets of a Series to a different trading program run by such Series’ Advisor(s), it will do so. The Managing Owner may select a replacement Advisor if any Advisor resigns or is terminated.

There can be no assurance that a Series of the Trust will achieve its rate of return or diversification objective or avoid substantial losses. These pools have a limited performance history.

Preferred Investment Solutions Corp.

Preferred Investment Solutions Corp., a Delaware corporation, serves as Managing Owner of the Trust and each Series. The Managing Owner originally was formed in 1983 as a New York corporation and was formerly known as Kenmar Advisory Corp. Its predecessor and affiliates have been sponsoring and managing single- and multi-advisor funds for over two decades. As of February 28, 2007, the Managing Owner and its affiliates were acting as trading manager for commodity pools, funds of hedge funds and accounts with total capital (excluding “notional” funds) of approximately $3.2 billion of discretionary and non-discretionary assets, of which approximately $178.3 million was invested in commodity pools operated by the Managing Owner. Effective October 1, 2004, the Managing Owner assumed responsibility as the commodity pool operator and managing owner of nine (9) public commodity pools and four open-ended investment companies, which were exempted commodity pools in Ireland. Effective as of February 28, 2007, the Managing Owner serves as the commodity pool operator and managing owner of nine (9) public commodity pools (including each of Series G and Series J) and one open-ended investment company, which is an exempted commodity pool in Ireland.

The principal office of the Trust is c/o Preferred Investment Solutions Corp., 900 King Street, Suite 100, Rye Brook, New York 10573. The telephone number of the Trust and the Managing Owner is (914) 307-7000.

See “Performance of Commodity Pools Operated by the Managing Owner and its Affiliates” for the performance of other commodity pools managed by the Managing Owner and its affiliates.

The Advisors

The Advisors are all well-established in the managed futures and/or foreign exchange (FX) industry and have, in the past, demonstrated the ability to make substantial profits in a wide range of different market conditions. These Advisors, collectively, represent a range of technical, systematic, fundamental and discretionary methodologies, with extensive experience trading both proprietary and client capital. The Advisors were selected based upon the Managing Owner’s evaluation of each Advisor’s trading strategies, risk management, portfolio composition and past performance, as well as how each Advisor’s strategies, portfolio and performance complement and differ from those of the other Advisors. The Managing Owner is authorized to utilize the services of additional trading advisors for a Series or to employ additional trading programs of the Advisors, although the Managing Owner has no current intention to do so. The Managing Owner is authorized to allocate the assets of Series J unequally among the Advisors or to other trading advisors or other programs of the Advisors, although the Managing Owner has no current intention to do so. The Managing Owner invests 100% of the proceeds

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SUMMARY (cont’d)

from the offering of Series G Units in the Trading Vehicle and 100% of the proceeds from the offering of Series J Units equally among the Trading Vehicle and the Managed Accounts, and the Advisor or Advisors corresponding to each Trading Vehicle and/or Managed Account apply all such proceeds for trading purposes. It is currently contemplated that 100% of additional capital raised on behalf of Series G will continue to be invested in the Trading Vehicle and that additional capital raised on behalf of Series J will continue to be invested equally in the Trading Vehicle and the Managed Accounts. The Advisors are not affiliated with the Trust, the Trustee or the Managing Owner. If an Advisor’s trading reaches a level where certain position limits restrict its trading, that Advisor will modify its trading instructions for the Trust and its other accounts in a good faith effort to achieve an equitable treatment of all accounts. As of the date of this Prospectus, none of the 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.

The Clearing Broker

UBS Securities LLC, or UBS Securities, serves as clearing broker to the Trust on behalf of each Series. In its capacity as clearing broker, UBS Securities executes and clears each Series’ and the Trading Vehicle’s futures, forward and options transactions and performs certain administrative services for the Trust on behalf of each Series.

The Selling Agent; The Correspondent Selling Agents

Kenmar Securities Inc., or the Selling Agent, a Delaware corporation and an affiliate of the Managing Owner, acts as a selling agent for the Trust. The Managing Owner and the Selling Agent intend 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, as additional selling agents, or Correspondent Selling Agents. The Selling Agent and the Correspondent Selling Agents use their “best efforts” to sell Units. This means that the Selling Agent and the Correspondent Selling Agents are not required to purchase any Units or sell any specific number or dollar amount of Units but will use their best efforts to sell the Units offered.

The Administrator

DPM Mellon, LLC, or DPM, a Delaware limited liability company located at 400 Atrium Drive, Somerset, New Jersey, USA, 08873, is the administrator of the Trust and provides certain administrative services pursuant to the terms of an Administration Agreement with the Trust effective January 20, 2005.

DPM is a fund administrator serving the growing hedge fund market with a suite of services that include daily investment accounting, financial reporting, multiple broker and trader reconciliation, systems generated Net Asset Value calculations, risk transparency and other fund administrative services. The Managing Owner has many years of experience with DPM which functions as the administrator for a number of its funds.

Pursuant to the Administration Agreement, DPM performs or supervises the performance of services necessary for the operation and administration of the Trust (other than making investment decisions), including administrative and accounting services. DPM also calculates Net Asset Value and the Net Asset Value per Unit.

The Administration Agreement shall continue in force from launch until January 30, 2008 unless terminated on 90 days’ prior written notice by either party to the other party. If not terminated, the Administration Agreement will renew itself for successive one-year terms subject to re-negotiation of the terms of compensation and services.

The Administration Agreement provides for indemnification of DPM and its directors, officers and employees from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments suits, costs, expenses or disbursements of any kind or nature whatsoever (other than those resulting from fraud, negligence or willful misconduct on its part or on the part of its directors, officers, servants or agents) which may be imposed on, incurred by or asserted against DPM in performing its obligations or duties under the Administration Agreement.

The fees payable to DPM are referred to in Fees and Expenses below.

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SUMMARY (cont’d)

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 a Series, and you will not be subject to the losses or liabilities of a Series in which you have not invested. We have received an opinion of counsel that each Series will be entitled to the benefits of the limitation on interseries liability under the Delaware Statutory Trust Act. Each Unit, when purchased in accordance with the Trust Declaration, shall, except as otherwise provided by law, be fully-paid and nonassessable.

Limitation of Liabilities

The debts, liabilities, obligations, claims and expenses of a particular Series will 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 Declaration, 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 will 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 an opportunity to diversify an investor’s entire investment portfolio. The Trust also offers the potential for profit subject to commensurate risk and volatility. An investment in the Trust should only represent a limited portion of your overall portfolio. There can be no assurance that a Series of the Trust will achieve its objective. To subscribe for the Units of a 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 “Subscription Requirements” 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 a 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 a Series or combination of Series.

What You Must Understand Before You Subscribe

You should not subscribe for Units unless you understand:

• the fundamental risks and possible financial losses of the investment;

• the trading strategies to be followed in a Series in which you will invest;

• the tax consequences of this investment;

• the tax consequences of any decision to sell securities to subscribe for Units;

• the fees and expenses to which you will be subject;

• your rights and obligations as a Unitholder.

How to Subscribe

To subscribe for a Series’ Units:

You will be required to complete and submit to the Trust a Subscription Agreement and Power of Attorney in the form of Exhibit C hereto. The Managing Owner in its sole discretion may, for good cause, waive notice deadlines for subscriptions.

Any subscription may be rejected in whole or in part by the Managing Owner for any reason or for no reason.

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SUMMARY (cont’d)

Your Minimum Subscription and Unit Pricing

Minimum required subscriptions and Unit prices are as follows:

Your minimum initial subscription is $5,000, or, if you are a Benefit Plan Investor (including an IRA), your minimum initial subscription is $2,000;

The minimum initial purchase in any one Series is $500;

Each Series’ Units are offered and sold at their month-end Net Asset Value, and existing Unitholders are able to purchase additional Units. The minimum price for an additional purchase is $2,000; and

If you are a resident of Texas and you are a Benefit Plan Investor, your minimum initial subscription is $5,000.

Organizational and initial offering expenses have been paid by the Managing Owner, subject to reimbursement by the Trust, without interest, in 36 monthly payments during each of the first 36 months of the Trust’s operations; provided, however, that

• in no event shall the Managing Owner be entitled to reimbursement for such expenses in an aggregate amount in excess of 2.5% of the aggregate amount of all subscriptions accepted by the Trust during the initial offering period and the first 36 months of the Trust’s operations; and

• in no event shall the amount of any payment in any month for reimbursement of such expenses, together with any similar payment in such month for reimbursement of offering expenses subsequently incurred, in the aggregate, exceed 0.50% per annum of the Net Asset Value of a Series as of the beginning of such month.

If a Series terminates prior to completion of the foregoing reimbursement, or the full amount of such expenses has not been fully reimbursed by the end of such 36 month period, the Managing Owner will not be entitled to receive any further reimbursement in respect of such expenses and such Series will have no further obligation to make reimbursement payments in respect of such expenses.

The Offering

Units are offered as of the beginning of each month and will continue to be offered Units in each Series until the maximum amount of each Series’ Units which are registered are sold. The Managing Owner may suspend or terminate the offering of Units of a Series at any time or extend the offering by registering additional Units.

Subscription Effective Dates; Transfer of Units

The effective date of all accepted subscriptions, whether you are a new subscriber to a Series or an existing Unitholder 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 first business day of the next month commencing five (5) Business Days after the day in which your Subscription Agreement or Exchange Request is received by the Managing Owner on a timely basis by 10:00 AM New York City Time, or NYT. For example, for a subscription or exchange to be effective on Wednesday, August 1, 2007, your Subscription Agreement or Exchange Request would have to be received by the Managing Owner on Wednesday, July 25, 2007 by 10:00 AM NYT. The Managing Owner in its sole discretion and for good cause, may change such notice requirement upon written notice to you.

The Trust Declaration 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 a Series.

Redemptions

To redeem Units, Unitholders may contact their Correspondent Selling Agent (in writing if required by such Correspondent Selling Agent). Correspondent Selling Agents must notify the Managing Owner in writing in order to effectuate redemptions of the Units. A signature guarantee may be required by your Correspondent Selling Agent or the Managing Owner. However, a Unitholder who no longer has a Correspondent Selling Agent account must request redemption in writing (signature guaranteed unless waived by the Managing Owner) by corresponding with the Managing Owner.

A Unitholder may redeem any or all of his or her Units as of the close of business on the last Business Day of any calendar month — beginning

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SUMMARY (cont’d)

with the end of the first month following such Unitholder’s purchase of such Units — at Net Asset Value, provided that the Request for Redemption is received by the Managing Owner by 10:00 AM New York time at 900 King Street, Suite 100, Rye Brook, New York 10573, at least five (5) Business Days prior to the end of such month excluding the last Business Day of the month. A redemption will be effective as of the close of business on the last Business Day of any calendar month. For example, if the last Business Day of the month is a Friday, notice must be received by the Managing Owner by 10:00 AM New York time on Friday of the immediately preceding week. The Managing Owner may, in its sole discretion and for good cause, waive notice deadlines for redemptions. Your minimum redemption request may be the lesser of either $1,000 or ten (10) Units; provided that, if you are redeeming less than all your Units, your remaining Units in a Series must have an aggregate Net Asset Value of at least $500. If you only redeem some of your Units and as a result, your account balances fall below the minimum investment amount (i.e., $500) you may be compulsorily redeemed at the Managing Owner’s sole discretion.

Segregated Accounts/Interest Income

Except for that portion of each Series’ assets used as margin to maintain that Series’ forward currency contract positions (either directly or through the Trading Vehicle), the proceeds of the offering for each Series are deposited in cash in segregated accounts in the name of the Trust on behalf of each Series (either directly or through the Trading Vehicle) at the Clearing Broker or another eligible financial institution in accordance with CFTC segregation requirements. The Trust on behalf of each Series (either directly or through the Trading Vehicle) is credited with 100% of the interest earned on its average net assets on deposit with the Clearing Broker or such other financial institution each month. 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 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 or other instruments permitted by applicable rules and regulations. Currently, the rate of interest expected to be earned is estimated to be 4.91% per annum, although such interest income is variable based on short-term interest rates.

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SUMMARY (cont’d)

Fees and Expenses

Management Fee	Each Series of Units pays to the Managing Owner in arrears a monthly management fee equal to 1/12th of 0.50% (0.50% per annum) of the Net Asset Value of such Series as of the beginning of the month.
Advisors’ Fees	Series G (through its investment in the Trading Vehicle) pays to Graham in arrears a monthly base fee equal to 1/12th of 2.50% (2.50% per annum) of such Series’ Net Asset Value as of the end of the month. Series J (through its investment in the Trading Vehicle) pays to Graham in arrears a monthly base fee equal to 1/12th of 2.50% (2.50% per annum) on portion of the assets of Series J under the management of Graham as of the end of the month. Series J pays to each of Eagle and Ortus in arrears a monthly base fee equal to 1/12th of 2.00% (2.00% per annum) on the portion of the assets of Series J under the management of such Advisors as of the end of the month. Each Series (either directly or through the Trading Vehicle) pays an 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, except that Series J pays such incentive fee separately with respect to each of its Advisors based on “New High Net Trading Profits” generated by such Advisor, regardless of the profitability of Series J as a whole. The incentive fees are paid quarterly in arrears.
Sales Commission	The Trust pays the Selling Agent a Sales Commission, monthly in arrears, equal to 1/12th of 1.00% (1.00% per annum) of the Net Asset Value per Unit of the outstanding Units as of the beginning of each month.
Brokerage Commissions and Fees	Each Series (either directly or through the Trading Vehicle) pays to the Clearing Broker 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 such Series trading activities. On average, total charges paid to the Clearing Broker are expected to be less than $10.00 per round-turn trade, although the Clearing Broker’s brokerage commissions and trading fees will be determined on a contract-by-contract basis. The Managing Owner does not expect brokerage commissions and fees to exceed 1.50% of the Net Asset Value of a Series in any year.
Extraordinary Fees and Expenses	Each Series pays all its extraordinary fees and expenses, if any, and its allocable portion of all extraordinary fees and expenses of the Trust generally, if any, as determined by the Managing Owner. Such extraordinary fees and expenses, by their nature, are unpredictable in terms of timing and amount. A Series could conceivably be liable for such fees and expenses up to the entire amount of its net assets.
Routine Operational, Administrative and Other Ordinary Expenses	Each Series pays all of its routine operational, administrative and other ordinary expenses and its allocable share of all routine operational, administrative and other ordinary expenses of the Trust generally, as determined by the Managing Owner including, but not limited to, accounting and computer services, the fees and expenses of the Trustee, legal and accounting fees and expenses, tax preparation expenses, filing fees, printing, mailing and duplication costs. Such routine expenses are currently estimated to be 2.63% for Series G and 0.68% for Series J. The Managing Owner has voluntarily agreed to pay and/or reimburse Series G to the extent that actual expenses for such Series in any month are in excess of 1/12 of 1.50% of such Series’ Net Asset Value, although the Managing Owner may discontinue such practice at any time in its sole discretion. Actual expenses may be higher or lower. The Managing Owner expects that as the Net Asset Value of a Series increases, the routine operational, administrative and other ordinary expenses of such Series will decline as a percentage of such Series’ Net Asset Value.

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SUMMARY (cont’d)

Organization and Offering Expenses	Expenses incurred in connection with organizing of the Trust and the initial offering of Units were $1,450,801, of which $23,239 was allocated to Series G and $1,380,739 was allocated to Series J. Such organizational and initial offering expenses were paid by the Managing Owner, subject to reimbursement by the Trust, without interest, in 36 monthly payments during each of the first 36 months of the Trust’s operations; provided, however, that in no event shall the Managing Owner be entitled to reimbursement for such expenses in an aggregate amount in excess of 2.5% of the aggregate amount of all subscriptions accepted by the Trust during the initial offering period and the first 36 months of the Trust’s operations. If any Series terminates prior to completion of the foregoing reimbursement, or the full amount of such expenses has not been fully reimbursed by the end of such 36-month period, the Managing Owner will not be entitled to receive any further reimbursement in respect of such expenses from such Series. As of February 28, 2007, Series G and Series J have reimbursed the Managing Owner $8,475 and $357,127, respectively.
	The Managing Owner also is responsible for the payment of all offering expenses of each Series incurred after the Initial Offering Period; provided, however, that the amount of such offering expenses paid by the Managing Owner shall be subject to reimbursement by such Series, without interest, in up to 36 monthly payments during each of the first 36 months following the month in which such expenses were paid by the Managing Owner. If such Series terminates prior to the completion of any such reimbursement, or the full amount of such expenses has not been fully reimbursed by the end of such 36-month period, the Managing Owner will not be entitled to receive any unreimbursed portion of such expenses outstanding as of the date of such termination. Expenses incurred in connection with ongoing offering of Units are $868,054, of which $19,045 has been allocated to Series G and $817,897 has been allocated to Series J. As of February 28, 2007, no ongoing offering expenses have been reimbursed to the Managing Owner.
	In no event will the aggregate amount of payments by a Series in any month in respect of reimbursement of organizational and offering expenses exceed 0.50% per annum of the Net Asset Value of such Series as of the beginning of such month.
Service Fees	Class I The Trust pays to the Selling Agent a Service Fee in respect of the Class I Units of each Series, monthly in arrears, equal to 1/12th of 2.00% (2.00% per annum) of the Net Asset Value per Unit of the outstanding Class I Units at the beginning of the month, for services provided to the Trust and its Unitholders. The Service Fee is compensation which remains payable with respect to the Class I Units for as long as such Units are outstanding. Class II Investors who purchase Class II Units are not charged any Service Fee in respect of such Class II Units. Class II Units may only be offered to investors who are represented by approved Correspondent 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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SUMMARY (cont’d)

Redemption Charge	There is no redemption charge in respect of Class II Units.
	A Class I Unitholder who redeems a Class I Unit prior to the first anniversary of the purchase of such Unit will be subject to a redemption charge in an amount equal to the product of (i) the Net Asset Value per Unit on the redemption date of the Units being redeemed, multiplied by (ii) the number of months remaining before the first anniversary of the date such Units were purchased, multiplied by (iii) 1/12th of 2.00%. Redemption charges do not reduce Net Asset Value or New High Net Trading Profit for any purpose, only the amount which Unitholders receive upon redemption.
	A Class I Unitholder who exchanges a Class I Unit prior to the first anniversary of the purchase of such Unit will not be subject to a redemption charge in respect of the Unit being redeemed in connection with the exchange. A Unit acquired in an exchange that is subsequently redeemed will be subject to the redemption charge as if the Unit acquired in connection with the exchange had been acquired on the purchase date of the Unit redeemed in connection with the exchange. For example, if Class I Units of Series G are purchased effective on May 1, 2007 and subsequently exchanged for Class I Units of Series J effective August 1, 2007, no redemption charge would apply. The original purchase date of those Class I Units of Series J would be deemed to remain May 1, 2007. Therefore, if those Class I Units of Series J are redeemed at any month-end before April 30, 2008, a redemption charge would apply at such time. Redemption charges do not reduce Net Asset Value or New High Net Trading Profit for any purpose, only the amount that Unitholders receive upon redemption.
	In the event that an investor acquires Units at more than one closing date, the redemption charge will be calculated on a “first-in, first-out” basis for redemption purposes (including determining the amount of any applicable redemption charge).

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SUMMARY (cont’d)

Break-Even Amounts for Each Series

The following summary displays the estimated amount of all fees and expenses that are anticipated to be incurred by a new investor in each 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 $5,000, the amount of minimum investment in the Trust (other than IRAs or Benefit Plan Investors).

Series G, Class I: 4.75% (or $237.55 for each $5,000 invested);

Series G, Class II: 2.35% (or $117.55 for each $5,000 invested);

Series J, Class I: 3.43% (or $171.61 for each $5,000 invested); and

Series J, Class II: 1.03% (or $51.61 for each $5,000 invested).

Exchange Privilege

You may exchange your Units in one Series for Units in another Series. Exchanges are available between the various Class I of the Series and exchanges are available between the various Class II of the Series. A Unitholder may not receive Units in a closed Series whether by purchase or by exchange. Exchanges will not be allowed from Class I to Class II or vice-versa. Units submitted for exchange must have an aggregate Net Asset Value not less than $2,000. 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 into which you exchange into. Exchanges are made at the applicable Series’ Net Asset Value per Unit as of the close of business on the last Business Day of each month (which includes, among other things, accrued but unpaid incentive fees due to that Series’ Advisor or Advisors) at the close of business on the last Business Day of each month, the day immediately preceding the day on which your exchange will become effective. The Managing Owner, in its sole and absolute discretion, may reject any exchange request. No “exchange” charges will be imposed. A Class I Unitholder who exchanges a Class I Unit prior to the first anniversary of the purchase of such Unit will not be subject to a redemption charge in respect of the Unit being redeemed in connection with the exchange. Units acquired in an exchange that are subsequently redeemed will be subject to the redemption charge as if the Units acquired in connection with the exchange had been acquired on the purchase date of the Units redeemed in connection with the exchange.

Distributions

The Managing Owner will make distributions to you at its discretion. Because the Managing Owner does not presently intend to make ongoing distributions, your income tax liability for the profits of Units in a Series in which you have invested will, in all likelihood, exceed any distributions you receive from that Series.

Fiscal Year

The Trust’s fiscal year ends on December 31 on each year.

Financial Information

Audited financial statements for each Series as of and for the year ended December 31, 2006 is included in the Statement of Additional included with this Prospectus beginning on page FS-1.

Glossary of Defined Terms

See the “Glossary of Defined Terms” on page GL-1 for page references to certain key terms used in this Prospectus and the Statement of Additional Information.

Tax Status of each Series

In the opinion of counsel, each Series of the Trust will be classified as a partnership for federal income tax purposes and, based on the type of income expected to be earned by each Series, will not be treated as a “publicly traded partnership” taxable as a corporation. Unitholders of a Series will pay tax each year on their allocable share of such Series’ taxable income, if any, whether or not they receive any distributions from such Series or redeem any Units. Substantially all of the trading gains and losses of each Series will be treated as capital gains or losses for tax purposes; interest income received by a Series will be treated as ordinary income.

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SUMMARY (cont’d)

“Breakeven Table”

The “Breakeven Table” on the following page indicates the approximate percentage and dollar returns required for the redemption value of an initial $5,000 investment in the Units of each Series to equal the amount originally invested twelve months after issuance.

The “Breakeven Table,” as presented, is an approximation only. The capitalization of each Series of the Trust does not directly affect the level of its charges as a percentage of Net Asset Value, other than (i) Administrative Expenses, (ii) Organizational and Offering Expenses (which are assumed for purposes of the “Breakeven Table” to equal the maximum permissible percentage of such Series’ average beginning of month Net Asset Value), and (iii) Brokerage Commissions.

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SUMMARY (cont’d)

“Breakeven Table”

Amount of Expenses
	Series G Class I					Series G Class II2					Series J10 Class I					Series J10 Class II
Expense1	$			%		$			%		$			%		$			%
Managing Owner Management Fee	$	25		0.50	%	$	25		0.50	%	$	25		0.50	%	$	25		0.50	%
Advisor’s Base Fee	$	125		2.50	%	$	125		2.50	%	$	108		2.17	%	$	108		2.17	%
Advisor’s Incentive Fee3	$	48		0.96	%	$	28		0.56	%	$	40		0.80	%	$	20		0.40	%
Service Fee Reimbursement4	$	100		2.00	%		N/A		N/A		$	100		2.00	%		N/A		N/A
Sales Commission5	$	50		1.00	%	$	50		1.00	%	$	50		1.00	%	$	50		1.00	%
Administrative Expense6	$	75		1.50	%	$	75		1.50	%	$	34		0.68	%	$	34		0.68	%
Organization and Offering Expense Reimbursement7	$	25		0.50	%	$	25		0.50	%	$	25		0.50	%	$	25		0.50	%
Brokerage Commissions8	$	35		0.70	%	$	35		0.70	%	$	35		0.69	%	$	35		0.69	%
Interest Income9	$	(246	)	(4.91	)%	$	(246	)	(4.91	)%	$	(246	)	(4.91	)%	$	(246	)	(4.91	)%
12-Month Break Even	$	238		4.75	%	$	118		2.35	%	$	172		3.43	%	$	52		1.03	%

1. The foregoing breakeven analysis assumes that the Units have a constant month-end Net Asset Value. Calculations are based on $5,000 as the Net Asset Value per Unit. See “Charges” beginning on page 77 for an explanation of the expenses included in the “Breakeven Table.”

2. Class II Units may be offered and sold only to investors who are represented by approved Correspondent 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”). Class II Unitholders are not charged any Service Fee.

3. Based on assumptions herein, the Advisor’s Incentive Fee is between 0.80% and 0.96% for Class I and 0.40% and 0.56% for Class II.

4. Investors who redeem all or a portion of their Class I Units of a Series before the first anniversary of the purchase of such Units will be subject to a redemption charge (which amount is reflected in this Service Fee item) in an amount equal to the product of (i) the Net Asset Value per Unit on the redemption date of the Units being redeemed, multiplied by (ii) the number of months remaining before the first anniversary of the date such Units were purchased, multiplied by (iii) 1/12^th of 2.00%.

5. Each Unit purchased pays to Kenmar Securities Inc. in arrears a monthly Sales Commission equal to 1/12^th of 1.00% (1.00% per annum) of the Net Asset Value of the outstanding Units as of the beginning of the month.

6. For Series G, administrative expenses are currently estimated to be 2.63%, although the Managing Owner has voluntarily agreed to pay and/or reimburse Series G to the extent that actual expenses for Series G in any month is in excess of 1/12 of 1.50% of Series G’s Net Asset Value. The Managing Owner may discontinue such practice at any time in its sole discretion. For Series J, administrative expenses are currently estimated to be 0.68%. Actual expenses may be higher or lower. The Managing Owner expects that as the Net Asset Value of a Series increases, the administrative expenses of such Series will decline as a percentage of such Series’ Net Asset Value.

7. Expense levels are assumed to be at maximum amount. Actual expenses may be lower.

8. Although the actual rates of brokerage commissions and transaction related fees and expenses are the same for all Advisors, the total amount of brokerage commissions and trading fees varies from Series to Series based upon the trading frequency of such Series’ Advisor and the specific futures contracts traded. The estimates presented in the table above are prepared using historical data about the Advisors’ trading activities.

9. Interest income is currently estimated to be earned at a rate of 4.91%, although such interest income is variable based on short-term interest rates.

10. For purposes of this breakeven analysis, we have assumed (i) that the Advisors will have identical performance and identical incentive fees, (ii) that the Advisors will generate a weighted average rate of brokerage commissions and other expenses equal to 0.69%, and (iii) a weighted average Advisor’s base fee of 2.17%. In actuality, the Advisors’ performance and incentive fees will be divergent among the Advisors, the Advisors will generate a weighted average rate of brokerage commissions and other expenses which could be higher or lower than 0.69% and, because Advisors’ base fees are assessed monthly while Series J will rebalance quarterly, weighted average Advisors’ base fees could be higher or lower than 2.17%.

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SUMMARY (cont’d)

Reports to Unitholders

As of the end of each month and as of the end of each Fiscal Year, the Managing Owner 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.

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 “The Risks You Face” 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.

THE UNITS ARE SPECULATIVE AND INVOLVE A HIGH DEGREE OF RISK.

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WORLD MONITOR TRUST III

Organizational Chart

* As of May 1, 2007, Ortus Capital Management Limited replaced Bridgewater as a trading advisor for a portion of Series J’s assets.

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THE RISKS YOU FACE

This section includes the principal risk that you will face with an investment in a Series. Each risk factor applies equally to both Series, except where specifically noted.

(1) You Should Not Rely on Past Performance in Deciding Whether to Buy Units

Each Advisor selected by the Managing Owner to manage the assets of each Series has a performance history through the date of its selection. You must consider, however, the uncertain significance of past performance, and you should not rely on the Advisors’ or the Managing Owner’s records to date for predictive purposes. You should not assume that any Advisor’s future trading decisions will create profit, avoid substantial losses or result in performance for the Series that is comparable to that 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 a Series may not be representative of your investment experience in it.

Likewise, you and other investors will invest in different Series managed by different Advisors. The assets of each Series are:

• segregated from the other Series’ assets; and

• valued and accounted for separately from the other Series.

Consequently, the past performance of one Series has no bearing on the past performance of another Series.

The Trust has a limited operating history upon which to evaluate your investment in a Series. Although past performance is not necessarily indicative of future results, if the Trust had a material amount of performance history, such performance history might provide you with more information on which to evaluate an investment in the Trust. Because the Trust has no material performance history, you will have to make your decision to invest in a Series without such information.

(2) Price Volatility May Possibly Cause the Total Loss of Your Investment

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

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

The markets in which each Series of the Trust trades are speculative, highly leveraged and involve a high degree of risk. Each Advisor’s trading considered individually involves a significant risk of incurring large losses, and there can be no assurance that a Series of the Trust will not incur such losses.

Futures and forward prices are volatile. Volatility increases risk, particularly when trading with leverage. Trading on a highly leveraged basis, as does each Series of the Trust, even in stable markets involves risk; doing so in volatile markets necessarily involves a substantial risk of sudden, significant losses. Due to such leverage, even a small movement in price could cause large losses for the Trust. Market volatility will increase the potential for large losses. Market volatility and leverage mean that a Series of the Trust could incur substantial losses, potentially impairing its equity base and ability to achieve its long-term profit objectives even if favorable market conditions subsequently develop.

In addition to the leveraged trading described above, the Managing Owner has the ability to further increase the leverage of a Series of the Trust by allocating notional equity to its Advisor or Advisors (in a maximum amount of up to 20% of the Series Net Asset Value), which would then permit such Advisor to trade the account of such Series as if more equity were committed to such accounts than is, in fact, the case. Although the Managing Owner has the option to allocate additional notional equity to an Advisor, the Managing Owner has no current plans to do so.

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

Each Series of the Trust is subject to the fees and expenses described herein which are payable irrespective of profitability in addition to performance fees which are payable based on the profitability of such Series, except that with respect to Series J such performance fees are payable to each Advisor based on such Advisor’s profitability and not on the profitability of Series J as a whole. Such fees and expenses include asset-based fees of up to 6.50% per annum for Class I Unitholders and up to 4.50% per annum for Class II Unitholders as well as incentive fees equal to 20% of net profits on a cumulative high water mark basis. Included in these charges are brokerage fees and operating expenses. On the Trust’s forward trading of each Series, “bid-ask” spreads are incorporated into the pricing of such Series forward contracts by its counterparties in addition to the brokerage fees paid by such Series. It is not possible to quantify the “bid-ask” spreads paid by each Series because such Series cannot determine the profit its counterparty is making on the forward trades into which it enters. Consequently, the expenses of each Series could, over time, result in significant losses to your investment therein. You may never achieve profits, significant or otherwise.

(5) Market Conditions May Impair Profitability

The trading systems used by certain Advisors are technical, trend-following methods. The profitability of trading under these systems depends on, among other things, the occurrence of significant price trends which are sustained movements, up or down, in futures and forward prices. Such trends may not develop; there have been periods in the past without price trends. The likelihood of the Units of a Series being profitable could be materially diminished during periods when events external to the markets themselves have an important impact on prices. During such periods, Advisors’ historic price analysis could establish positions on the wrong side of the price movements caused by such events.

Graham and Eagle employ technical programs; Ortus trades pursuant to systems that incorporate fundamental data.

(6) Discretionary Trading Strategies May Incur Substantial Losses

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

As of the date of this Prospectus, none of the Advisors are employing discretionary strategies on behalf of the Trust although each reserves the right to make discretionary decisions.

(7) Systematic Trading Strategies May Incur Substantial Losses

A systematic trader will generally rely to some degree on judgmental decisions concerning, for example, what markets to follow and commodities to trade, when to liquidate a position in a contract which is about to expire and how large a position to take in a particular commodity. Although these judgmental decisions may have a substantial effect on a systematic trader’s performance, such trader’s primary reliance is on trading programs or models that generate trading signals. The systems utilized to generate trading signals are changed from time to time (although generally infrequently), but the trading instructions generated by the systems being used are followed without significant additional analysis or interpretation. Therefore, systematic trading may incur substantial losses by failing to capitalize on market trends that their systems would otherwise have exploited by applying their generally mechanical trading systems by judgmental decisions of employees. Furthermore, any trading system or trader may suffer substantial losses by misjudging the market. Systematic traders tend to rely on computerized programs, and some consider the prospect of disciplined trading, which largely removes the emotion of the individual trader from the

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trading process, advantageous. Due to their reliance upon computers, systematic traders are generally able to incorporate a significant amount of data into a particular trading decision. However, when fundamental factors dominate the market, trading systems may suffer rapid and severe losses due to their inability to respond to such factors until such factors have had a sufficient effect on the market to create a trend of enough magnitude to generate a reversal of trading signals, by which time a precipitous price change may already be in progress, preventing liquidation at anything but substantial losses.

The programs utilized by Graham Eagle and Ortus are systematic trading strategies.

(8) Decisions Based Upon Fundamental Analysis May Not Result in Profitable Trading

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

Ortus utilizes trading strategies that incorporate fundamental data on behalf of its program.

(9) Increase in Assets Under Management May Affect Trading Decisions

Many of the Advisors’ current equity under management is at or near its all-time high. As of February 28, 2007 Graham, Eagle and Ortus each managed approximately $5 billion, $1.285 billion and $1 billion, respectively. Graham and Ortus are near their all time high with respect to assets under management. The more equity an Advisor manages, the more difficult it may be for that Advisor to trade profitably because of the difficulty of trading larger positions without adversely affecting prices and performance. Accordingly, such increases in equity under management may require one or more of the Advisors to modify trading decisions for the relevant Series of the Trust that could have a detrimental effect on your investment in such Series.

(10) You Cannot be Assured of the Advisors’ Continued Services Which May Be Detrimental to Trust

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

(11) Limited Ability to Liquidate Your Investment

There is no secondary market for the Units. While the Units have redemption and exchange rights, there are restrictions, and possible fees assessed. For example, Units may be redeemed only as of the close of business on the last Business Day of a calendar month provided a Request for Redemption is received at least five (5) Business Days prior to the end of such month excluding the last Business Day of the month. In addition, Units of Class I may be subject to redemption charges if redeemed prior to the first anniversary of their issuance in an amount equal to the product of (i) the Net Asset Value per Unit on the redemption date of the Units being redeemed, multiplied by (ii) the number of months remaining before the first anniversary of the date such Units were purchased, multiplied by (iii) 1/12^th of 2.00%.

Transfers of Units are subject to limitations, such as thirty (30) days’ advance notice of any intent to transfer. Also, the Managing Owner may deny a request to transfer if it determines that the transfer may result in adverse legal or tax consequences for the Trust or a Series.

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(12) Possible Illiquid Markets May Exacerbate Losses

Futures and forward positions cannot always be liquidated at the desired price. It is difficult to execute a trade at a specific price when there is a relatively small volume of buy and sell orders in a market. A market disruption, such as when foreign governments may take or be subject to political actions which disrupt the markets in their currency or major exports, can also make it difficult to liquidate a position. Periods of illiquidity have accrued from time-to-time in the past, such as in connection with Russia’s default on its sovereign debt in 1998. Such periods of illiquidity and the events that trigger them are difficult to predict and there can be no assurance that any Advisor will be able to do so.

There can be no assurance that market illiquidity will not cause losses for a Series of the Trust. The large size of the positions which an Advisor is expected to acquire for a Series of the Trust increases the risk of illiquidity by both making its positions more difficult to liquidate and increasing the losses incurred while trying to do so.

Generally, Eagle has not historically allocated more than 10% of its assets under management pursuant to its Eagle Momentum Program to over-the-counter instruments. Graham allocates 100% of the assets allocated to it for foreign exchange trading to over-the-counter instruments. Ortus expects to allocate 100% of the assets allocated to it to over-the-counter instruments. The risk of loss due to potentially illiquid markets is more acute in respect of over-the-counter instruments than in respect of exchange-traded instruments because the performance of those contracts is not guaranteed by an exchange or clearinghouse and the Series will be at risk to the ability of the counterparty to the instrument to perform its obligations thereunder. Because these markets are not regulated, there are no specific standards or regulatory supervision of trade pricing and other trading activities that occur in those markets.

(13) Because Neither Series of the Trust Acquires Any Asset with Intrinsic Value, the Positive Performance of Your Investment Is Wholly Dependent Upon an Equal and Offsetting Loss

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

(14) Failure of Futures and Foreign Exchange Trading to be Non-Correlated to General Financial Markets Will Eliminate Benefits of Diversification

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

(15) Broad Indices May Perform Quite Differently From Individual Investments

In the discussion under “Investment Factors,” the concepts of overall portfolio diversification and non-correlation of asset classes are discussed and illustrated by the use of a generally accepted index that represents each asset category. Stocks are represented by the S&P 500 Index and MSCI EAFE Index, bonds by the Lehman Long-Term Government Bond Index, futures funds by the Barclay CTA Index and currencies by the Barclay Currency Index. Because each index is a dollar-weighted average of the returns of multiple underlying investments, the overall index return and risk may be quite different from the return of any individual investment. For example, the “Barclay CTA Index” is an unweighted index that attempts to measure the performance of the CTA industry. The Index measures the combined performance of all CTAs who have more than four

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years of past performance. For purposes of calculating the Index, the first four years of a CTA’s performance history is ignored. Accordingly, such index reflects the volatility and risk of loss characteristics of a very broadly diversified universe of advisors and not of a single fund or advisor. Therefore, the performance of each Series of the Trust will be different than that of the Barclay CTA Index and the Barclay Currency Index.

(16) Advisors Trading Independently of Each Other May Reduce Profit Potential and Insurance Risks Through Offsetting Positions

The Advisors trade entirely independently of each other. Two Advisors may, from time to time, take opposite positions, eliminating any possibility that an investor who holds Units in Series J may profit from these positions considered as a whole but incurring the usual expenses associated with taking such positions. The Advisors’ programs may at times be similar to one another thereby negating the benefits of investing in more than one Advisor by purchasing Units of Series J, which may, in fact, increase risk. Two or more Advisors may compete with each other to acquire the same position, thereby increasing the costs incurred by each of them to take such position. It is also possible that two or more Advisors, although trading independently, could experience drawdowns at the same time, thereby negating the potential benefit associated with exposure to more than one Advisor and more than one program. Series J’s multi-advisor structure will not necessarily control the risk of speculative futures or forward trading. Multi-advisor funds may have significant volatility and risk despite being relatively diversified among trading advisors.

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

Each of the Advisors is expected to engage in some or all of its trading on behalf of the applicable Series (either directly or through the Trading Vehicle) on commodity exchanges outside the United States. Trading on such exchanges is not regulated by any United States governmental agency and may involve certain risks not applicable to trading on United States exchanges. In trading contracts denominated in currencies other than U.S. dollars, each Series of the Trust will be subject to the risk of adverse exchange-rate movements between the dollar and the functional currencies of such contracts. Investors could incur substantial losses from trading on foreign exchanges by a Series of the Trust to which such Investors would not have been subject had the Advisors limited their trading to U.S. markets.

On an annual basis, each of the below programs traded approximately the following percentage of assets on foreign exchanges:

Program	Range
Graham Global Diversified at 150% Leverage	30-40%*
Eagle Momentum Program	30-40%
Ortus Major Currency Program	0%

The above ranges are only approximations with respect to each offered program. Actual percentages may be either lesser or greater than above-listed. Past performance is not necessarily indicative of future results.

* Currently, in its allocation of maximum exposures to different markets and sectors, the exposure of Graham’s Global Diversified at 150% Leverage allocated to trades on foreign exchanges is set by its system at approximately 30-40%, meaning that if identifiable trends existed in all the markets Graham’s Global Diversified at 150% Leverage trades over an entire year, the approximate percentage range of assets of Graham’s Global Diversified at 150% Leverage allocated for trading on foreign exchanges would be approximately 30-40%. The actual percentage of Graham’s Global Diversified at 150% Leverage assets traded on foreign exchanges over any period of time, however, depends greatly on trading conditions and can therefore vary widely. For example, to the extent there are no trends on domestic exchanges, Graham’s Global Diversified at 150% Leverage would minimize its trading on them, thereby increasing the actual percentage of Graham’s Global Diversified at 150% Leverage assets traded on foreign exchanges. It is therefore quite possible that though the theoretical allocation to foreign markets is set at approximately 30-40% of its assets, Graham’s Global Diversified at 150% Leverage’s actual percentage trading on foreign exchanges for a given period may be much higher, in consequence of domestic markets offering fewer trading opportunities.

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

The Trust is subject to actual and potential conflicts of interests involving the Managing Owner, the Advisors, various brokers and selling agents. The Managing Owner, the 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 Unitholders. The Managing Owner has not established any formal procedure to resolve conflicts of interest. Consequently, investors will be dependent on the good faith of the respective parties subject to such conflicts to resolve them equitably. Although the Managing Owner attempts to monitor these conflicts, it is extremely difficult, if not impossible, for the Managing Owner to ensure that these conflicts do not, in fact, result in adverse consequences to both Series of the Trust.

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

The Selling Agent and the Correspondent Selling Agents will be entitled to ongoing compensation as a result of their clients remaining in a Series of the Trust, so a conflict exists between their interest in maximizing compensation and in advising their clients to make investment decisions in such clients’ best interests.

The Managing Owner and the Selling Agent are both owned by Kenmar Holdings Inc., or KHI, which could give rise to conflicts of interest because their compensation in each role is based on the Net Asset Value of Units outstanding. Like the employees of the Correspondent Selling Agents, the employees of the Selling Agent may have a conflict of interest between acting in the best interest of their clients and assuring continued compensation to their employer.

KHI has entered into a loan agreement with UBS Loan Finance, LLC, an affiliate of UBS Securities, among other things, to facilitate the Selling Agent’s payment of the initial service fee with respect to the Class I Units. UBS Loan Finance may make or deny a loan to KHI in its sole discretion. In the event of a default by KHI, UBS Loan Finance may call any or all outstanding loans. Moreover, UBS Loan Finance may terminate the loan agreement or call any or all outstanding loans at any time in its sole discretion. The ability of the Managing Owner and the Selling Agent to continue to operate the Trust and each Series and to offer the Units may be adversely impacted in the event that UBS Loan Finance call any outstanding loan, terminates the loan agreement or refuses to make any loan to KHI.

(19) Unitholders Taxed Currently

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

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

The performance information included in this Prospectus is presented exclusively on a pre-tax basis.

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(20) Limitation on Deductibility of “Investment Advisory Fees”

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

(21) Taxation of Interest Income Irrespective of Trading Losses

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

(22) Possibility of a Tax Audit of Both the Series and the Unitholders

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

PROSPECTIVE INVESTORS ARE STRONGLY URGED TO CONSULT THEIR OWN TAX ADVISERS AND COUNSEL WITH RESPECT TO THE POSSIBLE TAX CONSEQUENCES TO THEM OF AN INVESTMENT IN A SERIES OF THE TRUST; SUCH TAX CONSEQUENCES MAY DIFFER IN RESPECT OF DIFFERENT INVESTORS.

(23) Failure or Lack of Segregation of Assets May Increase Losses

The Commodity Exchange Act requires a futures clearing broker to segregate all funds received from customers from such broker’s proprietary assets. If the Clearing Broker fails to do so, the assets of a Series of the Trust might not be fully protected in the event of their bankruptcy. Furthermore, in the event of the Clearing Broker’s bankruptcy, a Series of the Trust could be limited to recovering only a pro rata share of all available funds segregated on behalf of the Clearing Broker’s combined customer accounts, even though certain property specifically traceable to such Series of the Trust (for example, Treasury bills deposited by such Series of the Trust with the Clearing Broker as margin) was held by the Clearing Broker. The Clearing Broker has been the subject of certain regulatory and private causes of action. The material actions are described under “The Clearing Broker and Futures Broker.”

(24) Default by Counterparty and Credit Risk Could Cause Substantial Losses

Dealers in forward contracts are not regulated by the Commodity Exchange Act and are not obligated to segregate customer assets. As a result, Unitholders do not have such basic protections with respect to the trading in forward contracts by a Series of the Trust. This 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 the counterparties.

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

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

The futures markets are subject to comprehensive statutes, regulations, and margin requirements. In addition, 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 price limits and the suspension of trading. The regulation of futures and forward transactions in the United States is a rapidly changing area of law and is subject to modification by government and judicial action. The effect of any future regulatory change on the Trust is impossible to predict, but could be substantial and adverse.

(26) Trust Trading is Not Transparent

The trading decisions in respect of each Series are made by an Advisor or Advisors. While the Managing Owner receives daily trade confirmations from the Clearing Broker and foreign exchange dealers, such information is not provided to Unitholders and each Series’ trading results are reported to the Unitholders monthly. Accordingly, an investment in a Series does not offer you the same transparency, i.e., an ability to review all investment positions daily, that a personal trading account offers. The Managing Owner may (but is under no obligation to) provide estimated daily or weekly values to Unitholders.

(27) Lack of Independent Experts Representing Investors

The Managing Owner has consulted with counsel, accountants and other experts regarding the formation and operation of the Trust and each Series. No counsel has been appointed to represent you in connection with the offering of the Units of a Series. Accordingly, you should consult your own legal, tax and financial advisers regarding the desirability of an investment in a Series of the Trust.

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

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

(29) Foreign Exchange Currency Trading is Not Subject to CFTC Regulation

Certain Advisors (Graham and Ortus, in particular) will trade their programs by entering into spot and forward transactions involving currencies with United States and foreign banks and currency dealers. As with the risks involved in forward contracts (see above), trading in spot and forward foreign exchange transactions is not regulated by the CFTC and such contracts are not traded on or guaranteed by an exchange or its clearing house.

(30) Possibility of Termination of the Trust or a Series Before Expiration of its Stated Term

As managing owner, the Managing Owner may withdraw from the Trust upon 120 days’ notice, which would cause the Trust and each Series to terminate unless a substitute managing owner were obtained. Other events, such as a long-term substantial loss suffered by a Series, could also cause such Series to terminate before the expiration of its stated term. This could cause you to liquidate your investments and upset the overall maturity and timing of your investment portfolio. If the registrations with

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the CFTC or memberships in the NFA of the Managing Owner or the Clearing Broker were revoked or suspended, such entity would no longer be able to provide services to the Trust.

(31) For Series J, Losses by an Advisor to a Managed Account Could Deplete All of the Assets of Series J, Including Assets that Were Allocated for Management by Another Advisor

Because Series J allocates a portion of its assets to Managed Accounts, it is theoretically possible that catastrophic losses by a single Advisor to a Managed Account could deplete all the assets of Series J, even those assets that were allocated for management to other Advisors. Catastrophic losses by an Advisor to a Managed Account in excess of the amount of the assets allocated to such Advisor could occur as a result of the high degree of embedded leverage in the instruments being traded and the trading strategies being employed by each of the Advisors. If such losses were to occur, they could be liabilities of Series J generally and all of the assets of Series J could be available to the Trust’s creditors to satisfy claims attributable to the Advisor whose strategies resulted in such catastrophic losses.

This risk is not present in the case of Series J’s allocation to the Trading Vehicle as Series J’s liability for trading losses by the Advisor to the Trading Vehicle is limited to Series J’s investment in the Trading Vehicle. As such, creditors of the Trading Vehicle will not be able to look to other assets of Series J to satisfy obligations owing to such creditor as a result of trading losses by the Advisor to the Trading Vehicle.

THE SERIES AND THEIR OBJECTIVES

Objectives

• Significant profits over time

• Performance volatility commensurate with profit potential

• Controlled risk of loss

• Diversification within a traditional portfolio, typically consisting entirely of “long” equity and debt positions and reduced dependence on a single nation’s economy, by accessing global financial, commodity and other non-financial futures markets.

Each Series’ potential for aggressive capital growth arises from the profit possibilities offered by the global futures, forward and options markets and the skills of the professional trading organization(s) selected to manage the assets of such Series. The fact that a Series can profit from both rising and falling markets adds an element of profit potential that is not present in long-only strategies. However, a Series can also incur losses from both rising and falling markets that adds to the risk of loss. In addition to its profit potential and risk of loss, each Series also could help reduce the overall volatility, or risk, of a portfolio. By investing in markets that operate independently from U.S. stock and bond markets (and therefore, may be considered as non-correlated), a Series may provide positive returns even when U.S. stock and bond markets are experiencing flat to negative performance and may provide negative returns even when U.S. stock and bond markets are experiencing flat to positive performance. Non-correlation should not be confused with negative correlation, where the performance would be exactly opposite between a Series and U.S. stock and bond markets.

The Series are structured to substantially eliminate the administrative burden that would otherwise be involved if you engaged directly in futures or forward transactions. Among other things, you will receive directly from the Managing Owner monthly unaudited financial reports and annual audited financial statements (setting forth, in addition to certain other information, the Net Asset Value per Unit of each Series in which you invest, such Series’ trading profits or losses and the expenses of such Series for the period) as well as all tax information relating to such Series necessary for you to complete your federal income tax returns. The approximate Net Asset Value per Unit will be available at times other than month-end from the Managing Owner upon request.

Investment Philosophy

Each Series of the Trust is managed by Preferred Investment Solutions Corp., or the Managing Owner. The Managing Owner:

• selects Clearing Brokers and, in conjunction with the Selling Agent, selects Correspondent Selling Agents for each Series and selects the Advisor or Advisors for each Series;

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• monitors the trading activity and performance of each Advisor for compliance with such Advisor’s own trading policies and risk control strategies;

• selects the Trust’s administrator and the Trust’s auditor;

• determines if an Advisor should be removed or replaced;

• negotiates advisory fees and brokerage commissions; and

• performs such other services as the Managing Owner believes that such Series may from time to time require.

The Managing Owner believes that an effective means of controlling the risks of futures, forward and options trading is by using a portfolio of Advisors. The Trust affords you an opportunity to construct a customized portfolio of Advisors consistent with your individual appetite and tolerance for risk by investing in Units both Series or, by investing in Series J only, to maintain an equal exposure to each of the three Advisors, rebalanced quarterly. However, no assurance can be given that you will successfully diversify your exposure to these risks by purchasing Units of Series G and Series J or by purchasing Units of Series J.

Diversification

Market Diversification

As global markets and investing become more complex, the inclusion of professionally managed futures may continue to increase in traditional portfolios of stocks and bonds managed by advisors seeking improved balance and diversification. The globalization of the world’s economy has the potential to offer significant investment opportunities, as major political and economic events continue to have an influence, in some cases a dramatic influence, on the world’s markets, creating risk but also providing the potential for profitable trading opportunities. By allocating a portion of the risk segment of their portfolios to selected advisors specializing in futures, forward and options trading, investors have the potential, if their futures investments are successful, to enhance their prospects for improved performance as well as to reduce the volatility of their portfolios over time and the dependence of such portfolios on any single nation’s economy.

Additionally, by utilizing three Advisors simultaneously, Series J will provide multiple timing parameters and different sector focuses, producing a portfolio that may be quite different from that of a single-advisor fund.

THE TWO-TIER STRUCTURE OF THE SERIES

Series J trades a portion of its assets directly through managed accounts with certain of its Advisors. In addition, each of Series G and Series J invest in WMT III Series G/J Trading Vehicle, LLC, or the Trading Vehicle. The Trading Vehicle, in turn, allocates its capital to a single Advisor. Series G shares a single Trading Vehicle with Series J. Series J trades through investing in the Trading Vehicle and the Managed Accounts. The Trading Vehicles is organized as a Delaware limited liability company managed by its members. The Managing Owner has been delegated administrative authority over the operations of the Trading Vehicle. The sole purpose of the Trading Vehicle is to open an account to be traded by an Advisor.

100% of the assets invested in the Trading Vehicle are allocated to trading. Series G invests 100% of its assets in a single Trading Vehicle; Series J invests 33.33% of its assets in the Trading Vehicle and 66.67% in the Managed Accounts and the Managing Owner will rebalance the investments of Series J in the Trading Vehicle and the Managed Accounts quarterly so that the allocation of the assets of Series J among the Trading Vehicle and the Managed Accounts (and, by extension, the three Advisors) will be proportional at the beginning of each quarter. All trading profits and losses are shared pro rata between Series G and Series J, which invest in the same Trading Vehicle based on the amount of their respective investments in the Trading Vehicle from time to time.

The use of the Trading Vehicle by each Series has no effect on the leverage at which the different Series trade. Series G and Series J trade through the Trading Vehicle, rather than directly, in order to achieve efficiencies by permitting the Advisor to the Trading Vehicle to trade a single account for the benefit of more than one Series.

The Trading Vehicle does not charge any additional fees to the Trust, the Series or the Unitholders, other than as disclosed herein. For

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example, because the Trading Vehicle has entered into an Advisory Agreement with Graham, the Trading Vehicle pays the management and incentive fees to Graham. Moreover, because all trading is done at the Trading Vehicle level, all brokerage commissions and fees and similar charges are paid at the Trading Vehicle level. The Trading Vehicle also incurs accounting, administration and audit fees. All such fees and expenses are reflected in the “Break-Even Tables” on pages 14 and 76.

There is no benefit to investors from the two-tier Series/Trading Vehicle structure other than the efficiency that benefits both Series. There is no detriment to investors from the two-tier Series/Trading Vehicle structure other than the negligible incremental additional costs associated with organizing and maintaining the Trading Vehicle, which the Managing Owner believes are more than offset by the efficiencies obtained by using the Trading Vehicle.

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By investing in Units of one or more Series, you will access world markets, including but not limited to:

Currencies
Australian Dollar	Japanese Yen	Swedish Krona
British Pound	Malaysian Ringgit	Swiss Franc
Canadian Dollar	Mexican Peso	S. African Rand
Danish Krone	New Zealand Dollar	Thai Bhat
Euro Currency	Norwegian Krone	US Dollar
Hungarian Forint	Polish Zloty
Indian Rupee	Singapore Dollar

Financial Instruments
Australian All Ordinaries	Major Market Stock Index (U.S.)
Australian Bank Bills	MEFF&S Stock Index (Spain)
Australian Treasury Bonds	MIB-30 (Italy)
CAC 40 Stock Index (France)	MSCI Taiwan Stock Index
Canadian Bankers Acceptance	Nasdaq 100 (U.S.)
Canadian Government Bonds	Nikkei Stock Average (Japan)
DAX Stock Index (Germany)	OMX Stockholm Stock Index
Dow Jones Industrial Average (U.S.)	Russell 2000 (U.S.)
ECU Notional Bonds	S&P 500 Stock Index (U.S.)
Euribor	Singapore MSCI
Eurodollars	Spanish Notional Bonds
Euroswiss	Swedish Government Bond
Eurotop 100 Index (Europe)	Swiss Bonds
Euroyen	Swiss Market Index
Financial Times 100 Stock Index (U.K.)	Tokyo Stock Price Index (Japan)
German Boble	U.K. Gilts
German Bunds	U.K. Short Sterling
Hang Seng Index	U.S. Treasury Bonds
IBEX Plus 35 Index (Spain)	U.S. Treasury Notes
Japanese Bonds	Value Line Stock Index (U.S.)
LIBOR – 1 mo.

METALS
Aluminum	Lead	Platinum	Tin
Copper	Nickel	Silver	Zinc
Gold	Palladium

Energy Products
Crude Oil	Kerosene	Natural Gas	Propane
Electricity	London Brent	No. 2 Heating Oil	Unleaded Gasoline
Gas Oil

Agricultural Products
Canola	Feeder Cattle	Orange Juice	Soybean Oil
Cocoa	Flaxseed	Pork Bellies	Sugar
Coffee	Live Cattle	Rapeseed	Wheat
Corn	Live Hogs	Soybeans	Lumber
Cotton	Oats	Soymeal

In the aggregate, the Series will trade in many, but not all, of the foregoing markets as well as additional markets. There can be no assurance as to which markets the Series will, in fact, trade over time or at any given time. No Advisor trades in all of the foregoing markets. The portfolio exposure of each Series may, from time to time, be concentrated in a limited number of markets.

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PERFORMANCE OF THE TRUST

Series G, Class I

Name of Pool: World Monitor Trust III

Name of Series/Class: Series G, Class I

Type of Pool: Multi Advisor Pool; Single Advisor Series

Inception of Trading: December 2005

Aggregate Subscriptions: $1,515,500

Current Net Asset Value: $991,198

Worst Monthly Percentage Drawdown: (4.97)% (02/2007

Worst Peak-to-Valley Drawdown: (11.62) (04/2006-02/2007)

Monthly Rate of Return	2002(%)	2003(%)	2004(%)	2005(%)		2006(%)		2007(%)
January	—	—	—	—		1.44	%	(2.37	)%
February	—	—	—	—		(0.86	)%	(4.97	)%
March	—	—	—	—		3.33	%
April	—	—	—	—		4.85	%
May	—	—	—	—		(2.50	)%
June	—	—	—	—		(1.07	)%
July	—	—	—	—		(2.29	)%
August	—	—	—	—		(1.73	)%
September	—	—	—	—		1.50	%
October	—	—	—	—		(0.20	)%
November	—	—	—	—		1.28	%
December	—	—	—	(3.49	)%	0.25	%
Compound Rate of Return	—	—	—	(3.49 (1 month	)% )	3.80	%	(7.22 (2 months	)% )

Series G, Class II

Name of Pool: World Monitor Trust III

Name of Series/Class: Series G, Class II

Type of Pool: Multi Advisor Pool; Single Advisor Series

Inception of Trading: June 2006

Aggregate Subscriptions: $1,157,000

Current Net Asset Value: $1,089,587

Worst Monthly Percentage Drawdown: (4.81)% (02/2007)

Worst Peak-to-Valley Drawdown: (7.80)% (05/2006-02/2007)

Monthly Rate of Return	2002(%)	2003(%)	2004(%)	2005(%)	2006(%)		2007(%)
January	—	—	—	—	—		(2.21	)%
February	—	—	—	—	—		(4.81	)%
March	—	—	—	—	—
April	—	—	—	—	—
May	—	—	—	—	—
June	—	—	—	—	(0.87	)%
July	—	—	—	—	(2.15	)%
August	—	—	—	—	(1.39	)%
September	—	—	—	—	1.66	%
October	—	—	—	—	(0.01	)%
November	—	—	—	—	1.46	%
December	—	—	—	—	0.38	%
Compound Rate of Return	—	—	—	—	(0.96 (7 months	)% )	(6.91 (2 months	)% )

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

See Notes to Performance Information on page 31.

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Series J, Class II

Name of Pool: World Monitor Trust III

Name of Series/Class: Series J, Class I

Type of Pool: Multi Advisor Pool; Multi Advisor Series

Inception of Trading: December 2005

Aggregate Subscriptions: $ 81,680,139

Current Net Asset Value: $ 65,403,171

Worst Monthly Percentage Drawdown: (5.04)% (02/2007)

Worst Peak-to-Valley Drawdown: (12.34)% (05/2006 to 02/2007)

Monthly Rate of Return	2002(%)	2003(%)	2004(%)	2005(%)		2006(%)		2007(%)
January	—	—	—	—		(1.33	)%	(1.20	)%
February	—	—	—	—		(0.53	)%	(5.04	)%
March	—	—	—	—		1.22	%
April	—	—	—	—		7.86	%
May	—	—	—	—		0.73	%
June	—	—	—	—		(2.16	)%
July	—	—	—	—		(3.67	)%
August	—	—	—	—		(1.72	)%
September	—	—	—	—		(0.77	)%
October	—	—	—	—		(1.12	)%
November	—	—	—	—		1.04	%
December	—	—	—	(2.62	)%	1.75	%
Compound Rate of Return	—	—	—	(2.62 (1 month	)% )	0.84	%	(6.18 (2 months	)% )

Series J, Class II

Name of Pool: World Monitor Trust III

Name of Series/Class: Series J, Class II

Type of Pool: Multi Advisor Pool; Multi Advisor Series

Inception of Trading: May 2006

Aggregate Subscriptions: $4,648,267

Current Net Asset Value: $3,995,358

Worst Monthly Percentage Drawdown: (4.83)% (02/2007)

Worst Peak-to-Valley Drawdown: (10.80)% (05/2006 to 02/2007)

Monthly Rate of Return	2002(%)	2003(%)	2004(%)	2005(%)	2006(%)		2007(%)
January	—	—	—	—	—		(1.03	)%
February	—	—	—	—	—		(4.83	)%
March	—	—	—	—	—
April	—	—	—	—	—
May	—	—	—	—	2.13	%
June	—	—	—	—	(1.93	)%
July	—	—	—	—	(3.39	)%
August	—	—	—	—	(1.56	)%
September	—	—	—	—	(0.62	)%
October	—	—	—	—	(0.92	)%
November	—	—	—	—	1.17	%
December	—	—	—	—	1.93	%
Compound Rate of Return	—	—	—	—	(3.29 (8 months	)% )	(5.81 (2 months	)% )

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

See Notes to Performance Information on page 31.

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Notes to Performance Information

In reviewing the descriptions of the performance of Series G and Series J, prospective investors should understand that such performance is “net” of all fees and charges, and includes interest income.

Investors should also note that, with respect to Series J, Bridgewater was the trading advisor for one-third of the assets of Series J for the period disclosed above. Ortus will be the trading advisor for such portion of Series J’s assets as of May 1, 2007. Therefore, you should not rely on the past performance of Series J as an indication of future performance.

1. Worst Monthly Percentage Drawdown is the largest monthly percentage loss experienced by Series J in any calendar month covered by the performance summary. “Loss” for these purposes is calculated on the basis of the loss experienced by Series J, expressed as a percentage of the total equity (including “notional” equity) of Series J. Worst Monthly Percentage Drawdown information includes the month and year of such drawdown, and is as of February 28, 2007.

2. Worst Peak-to-Valley Drawdown is the largest percentage decline (after eliminating the effect of subscriptions and redemptions) experienced by Series J during the period covered by the performance summary from any month-end Net Asset Value, without such month-end Net Asset Value being equaled or exceeded as of a subsequent month-end. Worst Peak-to-Valley Drawdown is calculated on the basis of the loss experienced by Series J, expressed as a percentage of the total equity (including “notional” equity) in Series J, and is as of February 28, 2007.

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MARKET FOR THE TRUST’S UNITS, DISTRIBUTIONS ON THE TRUST’S UNITS

AND RELATED UNITHOLDER MATTERS

Information with respect to the offering of Interests and the use of proceeds is incorporated by reference to Note 1 to each Series’ 2006 audited financial statements, copies of which are included in this Prospectus.

A significant secondary market for the Limited Units has not developed, and is not expected to develop in the future. There are also certain restrictions set forth in the Trust Agreement limiting the ability of a Unitholder to transfer Units. However, Limited Units may be redeemed on a monthly basis, but Class I Units are subject to a redemption fee if transacted within one year of the effective date of purchase. Additionally, Units of one Series may be exchanged, without any charge, for Units of one or more other Series on a monthly basis for as long as Limited Units in those Series are being offered to the public. Exchanges and redemptions are calculated based on the applicable Series’ then current Net Asset Value per Interest as of the close of business on the last business day of the month in which the exchange or redemption request is effected. Exchanges are treated as a redemption with related tax consequences.

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

As of February 1, 2007, there were (i) 40 Series G Unitholders of record owning 22,482.561 Interests, which include 285.440 General Units and (ii) 1,787 Series J Unitholders of record owning 738,141.709 Interests, which include 7,819.805 General Units.

SELECTED FINANCIAL DATA

The following table presents selected financial data of each Series for the year ended December 31, 2006 and for the period December 1, 2005 (commencement of operations) to December 31, 2005. This data should be read in conjunction with each Series’ 2006 audited financial statements and the notes thereto, copies of which are included in this Prospectus. Bridgewater was the trading advisor for one-third of the assets of Series J for the periods disclosed above. Ortus will be the trading advisor for such portion of Series J’s assets as of May 1, 2007. Therefore, you should not rely on the past performance of Series J set forth below as an indication of future performance.

Series G

	Year Ended December 31, 2006			Period Ended December 31, 2005
Total revenues (including interest)	$	107,637		$	(12,550	)
Net income (loss)	$	12,168		$	(18,108	)
Net income (loss) per weighted average Interest – Class I	$	(0.48	)	$	(3.45	)
Net income (loss) per weighted average Interest – Class II	$	2.02		$	0.00
Total assets	$	2,241,310		$	509,658
Net asset value per Interest – Class I	$	100.18		$	96.51
Net asset value per Interest – Class II	$	99.04		$	0.00

Series J

	Year Ended December 31, 2006			Period Ended December 31, 2005
Total revenues (including interest)	$	4,882,356		$	(464,598	)
Net income (loss)	$	120,705		$	(800,564	)
Net income (loss) per weighted average Interest – Class I	$	0.32		$	(2.58	)
Net income (loss) per weighted average Interest – Class II	$	(2.52	)	$	0.00
Total assets	$	72,720,132		$	37,915,323
Net asset value per Interest – Class I	$	98.20		$	97.38
Net asset value per Interest – Class II	$	96.71		$	0.00

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

Critical Accounting Policies

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

The Managing Owner has evaluated the nature and types of estimates that it makes in preparing each Series’ financial statements and related disclosures and has determined that the valuation of its investments involves a critical accounting policy. The market values of futures (exchange traded) contracts is verified by the Administrator who obtains valuation data from third party data providers (such as Bloomberg and Reuters) and compares those prices with each Series’ Clearing Broker. The market value of currency swap and forward (non-exchange traded) contracts is extrapolated on a forward basis from the spot prices quoted as of 3pm on the last Business Day of the reporting period. All values assigned by the Administrator and confirmed by the Managing Owner are final and conclusive as to all Interest holders.

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

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

Liquidity and Capital Resources

General

As of the date of this Prospectus, 100% of each Series’ total net assets have been allocated to commodities and foreign exchange trading through the Trading Vehicle or the Managed Accounts. A significant portion of the Net Asset Value is likely to be held in U.S. Treasury bills and cash, which will be used as margin for each Series’ trading in commodities and foreign exchange. The percentage that U.S. Treasury bills will bear to the total net assets will vary from period to period as the market values of commodity interests change. The balance of the net assets will be held in each Series’ commodity or foreign exchange trading accounts. The Clearing Broker credits the Trust with interest on 100% of its average daily equity maintained in its accounts with the Clearing Broker during each month.

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

Because each Series’ business is to trade futures and forward contracts (either directly or through the Trading Vehicle), its capital is at risk due to changes in the value of these contracts (market risk) or the inability of counterparties to perform under the terms of the contracts (credit risk).

You should refer to each Series’ 2006 audited financial statements and the notes thereto, copies of which are included in this Prospectus, for a further discussion on the credit and market risks associated with each Series’ futures contracts.

Market Risk

Trading in futures and forward contracts (including foreign exchange) involves a Series (either directly or through the Trading Vehicle) entering into contractual commitments to purchase or sell a particular commodity at a specified date and price. The gross or face amount of the contracts, which will typically be many times that of a Series’ Net Assets being traded, will significantly exceed such Series’ future cash requirements since such Series intends to close out its open positions prior to settlement. As a

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result, each Series is generally subject only to the risk of loss arising from the change in the value of the contracts. As such, each Series considers the “fair value” of its derivative instruments to be the net unrealized gain or loss on the contracts. The market risk that is associated with a Series’ commitments to purchase commodities is limited to the gross or face amount of the contracts held. However, should a Series enter into a contractual commitment to sell commodities, it would be required to make delivery of the underlying commodity at the contract price and then repurchase the contract at prevailing market prices or settle in cash. Because the repurchase price to which a commodity can rise is unlimited, entering into commitments to sell commodities will expose a Series to unlimited risk.

Each Series’ exposure to market risk is influenced by a number of factors including the volatility of interest rates and foreign currency exchange rates, the liquidity of the markets in which the contracts are traded and the relationships among the contracts held. The inherent uncertainty of a Series’ speculative trading as well as the development of drastic market occurrences could result in monthly losses considerably beyond a Series’ experience to date and could ultimately lead to a loss of all or substantially all of investors’ capital.

Credit Risk

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

The Managing Owner attempts to minimize these market and credit risks by requiring each Series and its Advisors to abide by various trading limitations and policies, which include limiting margin accounts, trading only in liquid markets and permitting the use of stop-loss provisions. The Managing Owner monitors compliance with these trading limitations and policies that include, but are not limited to:

• executing and clearing trades with creditworthy counterparties;

• limiting the amount of margin or premium required for any one commodity or all commodities combined;

• generally limiting transactions to contracts that will be traded in sufficient volume to permit the taking and liquidating of positions.

Each Series’ commodity broker, when acting as such Series’ futures commission merchant in accepting orders for the purchase or sale of domestic futures and options on contracts, is required by Commodity Futures Trading Commission, or CFTC, regulations to separately account for and segregate as belonging to such Series, all assets of such Series relating to domestic futures and options trading and the commodity broker is not allowed to commingle such assets with other assets of the commodity broker. In addition, the CFTC regulations also require the commodity broker to secure assets of each Series related to foreign futures and options trading. There are no segregation requirements for assets related to forward trading.

No Series has, nor does a Series expect to have, any capital assets.

Series G

Series G commenced operations on December 1, 2005 with gross proceeds of $525,000 allocated to commodities trading. Additional contributions raised through the continuous offering from the sales of

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Interests for the years ended December 31, 2006 and 2005 and the period December 1, 2005 through December 31, 2006 resulted in additional gross proceeds to Series G of $1,987,500, $525,000 and $2,512,500, respectively.

Redemptions of Limited Interests for the year ended December 31, 2006 and the period from December 1, 2005 to December 31, 2005 were $407,137 and $0, respectively. Redemptions of General Interests for the year ended December 31, 2006 and the period from December 1, 2005 to December 31, 2005 were $12,000 and $0, respectively.

Series J

Series J commenced operations on December 1, 2005 with gross proceeds of $31,024,443 allocated to commodities trading. Additional contributions raised through the continuous offering from the sales of Interests for the year ended December 31, 2006 and the period December 1, 2005 through December 31, 2006 resulted in additional gross proceeds to Series J of $46,887,024 and $77,911,467, respectively.

Redemptions of Limited Interests for the year ended December 31, 2006 and the period from December 1, 2005 to December 31, 2005 were $9,642,247 and $0, respectively. Redemptions of General Interests for the year ended December 31, 2006 and the period from December 1, 2005 to December 31, 2005 were $1,000 and $0, respectively.

Bridgewater was the trading advisor for one-third of the assets of Series J for the period disclosed above. Ortus will be the trading advisor for such portion of Series J’s assets as of May 1, 2007. Therefore, you should not rely on the past performance of Series J as an indication of future performance.

Results of Operations

Market Commentary

General Economy

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

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

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

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

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

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

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Canada, Reserve Bank of Australia and New Zealand central bank all remained on hold in December.

Currencies

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

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

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

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

Energies

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

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

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

Grains

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

Indices

U.S. equities recorded their best gains in three years during the fourth quarter of 2006. The weakness in real estate that may have caused a shift into equities, large levels of global liquidity, a drop in oil prices, a quiet geopolitical atmosphere, solid earnings and a brisk mergers and acquisitions calendar all added to the positive performance. A

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shift out of commodities also aided the tone of global equities. Blue chips, financials, oil and big caps did well, and at the end of the quarter technology names took a leading role.

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

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

Interest Rates

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

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

Metals

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

Softs

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

Series G

The Net Asset Value per Interest of Class I as of December 31, 2006 was $100.18, an increase of 3.80% from the December 31, 2005 Net Asset Value per Interest of Net Asset Value $96.51, which in turn was a decrease of 3.49% from the December 1, 2005 Net Asset Value per Interest of $100.00. The Net Asset Value per Interest of Class II as of December 31, 2006 was $99.04, a decrease of 0.96% from the beginning Net Asset Value per Interest of $100.00 as of the start of trading on May 31,2006.

Series G’s trading gains and losses before commissions and related fees for the year ended

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December 31, 2006 and the period December 1, 2005 (commencement of operations) to December 31, 2005 was a gain of $44,302 and a loss of $14,416, respectively. A detailed discussion of the trading results for the year ended December 31, 2006 is presented below.

Currencies: (-) The sector was down for the year, with long and short positions in the euro, the Mexican peso and the Swiss franc the largest contributors to the losses.

Energy: (-) The sector was down for the year, with long and short positions in crude oil, and short positions in unleaded gas the largest contributors to the losses.

Grains: (-) The sector was down for the year, on losses from long and short positions in corn and wheat.

Indices: (+) The sector was up for the year, on gains from long positions in the DAX, the Hang Seng and IBEX indices.

Interest Rates: (-) The sector was down for the year, with long and short positions in the German Bund, the Euroswiss, the British Gilt and the U.S. 5 year Treasury Note being the largest contributors to the losses.

Metals: (+) Gains from long positions in zinc, and long and short positions in gold and copper contributed to positive sector performance.

Softs: (-) The sector was down for the year, as short positions in cattle, and long and short positions in coffee and cocoa contributed to the losses.

Series G completed its first full year of operations for the period ending December 31, 2006; therefore a period-to-period comparison of prior year’s operations is not available.

Interest income was $63,335 for the year ended December 31, 2006 and $1,866 for the period December 1, 2005 to December 31, 2005.

Commissions and other transaction fees, which consist of NFA, exchange and clearing fees as well as floor brokerage costs and give-up charges, were $7,839 for the year ended December 31, 2006 and $337 for the period December 1, 2005 to December 31, 2005. Management fees to the Advisor were $32,220 for the year ended December 31, 2006 and $1,064 for the period December 1, 2005 to December 31, 2005. Incentive fees to the Advisor were $934 for the year ended December 31, 2006 and $0 for the period December 1, 2005 to December 31, 2005. Management fees to the Managing Owner were $6,393 for the year ended December 31, 2006 and $219 for the period December 1, 2005 to December 31, 2005. Services fees and sales commissions were $16,190 and $12,786, respectively, for the year ended December 31, 2006 and $875 and $438, respectively, for the period December 1, 2005 to December 31, 2005. Operating expenses were $19,107 for the year ended December 31, 2006 and $2,625 for the period December 1, 2005 to December 31, 2005. Organization and offering costs were $6,410 for the year ended December 31, 2006 and $219 for the period December 1, 2005 to December 31, 2005.

Series J

The Net Asset Value per Interest of Class I as of December 31, 2006 was $98.20, an increase of 0.84% from the December 31, 2005 Net Asset Value per Interest of $97.38, which in turn was a decrease of 2.62% from the December 1, 2005 Net Asset Value per Interest of $100.00. The Net Asset Value per Interest of Class II as of December 31, 2006 was $96.71, a decrease of 3.29% from the beginning Net Asset Value per Interest of $100.00 as of the start of trading on April 30, 2006.

Series J’s trading gains and losses before commissions and related fees for the year ended December 31, 2006 and the period December 1, 2005 to December 31, 2005 was a gain of $2,276,806 and a loss of $733,306, respectively. A detailed discussion of the trading results for the year ended December 31, 2006 is presented below:

Currencies: (-) The sector was down for the year, with long and short positions in the euro, the Mexican peso and the Swiss franc the largest contributors to the losses.

Energy: (-) The sector was down for the year, with long and short positions in crude oil, and short positions in unleaded gas the largest contributors to the losses.

Grains: (-) The sector was down for the year, on losses from long and short positions in corn and wheat.

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Indices: (+) The sector was up for the year, on gains from long positions in the DAX, the Hang Seng and IBEX indices.

Interest Rates: (-) The sector was down for the year, with long and short positions in the German Bund, the Euroswiss, the British Gilt and the U.S. 5 year Treasury Note being the largest contributors to the losses.

Metals: (+) Gains from long positions in zinc, and long and short positions in gold and copper contributed to positive sector performance.

Softs: (-) The sector was down for the year, as short positions in cattle, and long and short positions in coffee and cocoa contributed to the losses.

Series J completed its first full year of operations for the period ending December 31, 2006; therefore a period-to-period comparison of prior year’s operations is not available.

Interest income was $2,605,550 for the year ended December 31, 2006 and $268,708 for the period December 1, 2005 to December 31, 2005.

Commissions and other transaction fees, which consist of NFA, exchange and clearing fees as well as floor brokerage costs and give-up charges, were $359,836 for the year ended December 31, 2006 and $27,219 for the period December 1, 2005 to December 31, 2005. Management fees to the Advisors were $1,426,762 for the year ended December 31, 2006 and $63,136 for the period December 1, 2005 to December 31, 2005. Incentive fees to the Advisors were $594,086 for the year ended December 31, 2006 and $0 for the period December 1, 2005 to December 31, 2005. Management fees to the Managing Owner were $283,430 for the year ended December 31, 2006 and $12,927 for the period December 1, 2005 to December 31, 2005. Services fees and sales commissions were $1,105,257 and $566,859, respectively, for the year ended December 31, 2006, and $51,707 and $25,854, respectively, for the period December 1, 2005 to December 31, 2005. Operating expenses were $425,421 for the year ended December 31, 2006 and $155,123 for the period December 1, 2005 to December 31, 2005. Organization and offering costs were $284,965 for the year ended December 31, 2006 and $12,927 for the period December 1, 2005 to December 31, 2005.

Bridgewater was the trading advisor for one-third of the assets of Series J for the period disclosed above. Ortus will be the trading advisor for such portion of Series J’s assets as of May 1, 2007. Therefore, you should not rely on the past performance of Series J as an indication of future performance.

Inflation

Inflation has had no material impact on operations or on the financial condition of Series G or Series J for the year ended December 31, 2006 or for the period December 1, 2005 (commencement of operations) through December 31, 2005.

OFF-BALANCE SHEET ARRANGEMENTS AND CONTRACTUAL OBLIGATIONS

As of the date of this Prospectus, the Series have not utilized, nor does any Series expect to utilize in the future, special purpose entities to facilitate off-balance sheet financing arrangements and has no loan guarantee arrangements or off-balance sheet arrangements of any kind other than agreements entered into in the normal course of business, which may include indemnification provisions related to certain risks service providers, such as the Series’ accountants, undertake in performing services which are in the best interests of the Series. While the each Series’ exposure under such indemnification provisions cannot be estimated, these general business indemnifications are not expected to have a material impact on the a Series’ financial position.

Each Series’ contractual obligations are with the Advisors and the commodity brokers (either directly or through the Trading Vehicle). Payments made under the Trust’s agreements with the Advisors are a fixed rate, calculated as a percentage of each Series’ “New High Net Trading Profits.” Management Fee payments made to the Managing Owner are calculated as a fixed percentage of each Series’ Net Asset Value. Commission payments to the commodity broker are on a contract-by-contract, or round-turn, basis. As such, the Managing Owner cannot anticipate the amount of payments that will be required under these arrangements for future periods as Net Asset Values are not known until a future date. These agreements are effective for one-year terms, renewable automatically for additional one-year terms unless terminated. Additionally, these agreements may be terminated by either party for various reasons.

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QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Introduction

Past Results Not Necessarily Indicative of Future Performance

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

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

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

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

Standard of Materiality

Materiality as used in this section is based on an assessment of reasonably possible market movements and the potential losses caused by such movements, taking into account the leverage, optionality and multiplier features of each Series’ market sensitive instruments.

Quantifying the Series’ Trading Value at Risk

Quantitative Forward-Looking Statements

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

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

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

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

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

The Series’ Trading Value at Risk in Different Market Sectors

The following table presents the trading value at risk associated with Series J’s open positions by market sector at December 31, 2006 and 2005. All open position trading risk exposures of Series J have been included in calculating the figure set forth below. At December 31, 2006 and 2005, Series J had total capitalization of approximately $67,228,000 and $30,211,000, respectively.

	December 31, 2006				December 31, 2005
Market Sector	Value Risk		% of Total Capitalization		Value Risk		% of Total Capitalization
Interest rates	$	4,155,508	6.18	%	$	2,233,336	7.39	%
Currencies	$	2,303,369	3.43	%		907,077	3.00	%
Commodities	$	1,572,743	2.34	%		411,335	1.36	%
Stock indices	$	3,547,046	5.28	%		974,869	3.22	%
TOTAL	$	11,578,666	17.23	%	$	4,526,617	14.97	%

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

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

Non-Trading Risk

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

Qualitative Disclosures Regarding Primary Trading Risk Exposures

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

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effective in either the short- or long-term. Investors must be prepared to lose all or substantially all of their investment in a Series.

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

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

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

Commodities: Series J’s primary commodities exposure is generally in energies, metals and agriculturals. The energy market exposure results from gas and oil price movements, usually from global political, and supply and demand developments. Series J’s major energy exposure at year-end resulted from positions in natural gas, heating oil and crude oil. In the metals sector, Series J’s risk exposure is a result of price movements due to perceptions of global growth and economic strength. Series J’s major metals exposure at year-end resulted from positions in copper, gold, aluminum and zinc. In the agricultural sector, Series J’s market risk exposure is primarily due to price movements resulting from severe or unexpected weather conditions and from the increased research on and usage of biofuels. At year-end, Series J’s major market risk exposure was due to price movements in corn, sugar and wheat.

Stock Indices: Series J’s primary equity exposure was due to equity price risk in the DAX Index, the Taiwan Index, the S&P 500 Index, the Dow Jones STOXX 50 Index and the Hang Seng Index. Series J’s stock exposure is currently limited to futures on broadly based indices.

Qualitative Disclosures Regarding Means of Managing Risk Exposure

The means by which the Managing Owner and the Advisors, severally, attempt to manage the risk of each Series’ open positions is essentially the same in all market categories traded.

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

The Managing Owner attempts to minimize market risk exposure by requiring the Advisors to abide by various trading limitations and policies. The Managing Owner monitors compliance with these trading limitations and policies which include, but are not limited to, limiting the amount of margin or premium required for any one commodity or all commodities combined and generally limiting transactions to contracts which are traded in sufficient volume to permit the taking and liquidating of positions. Additionally, the Managing Owner shall automatically terminate an Advisor to a Series if the Net Asset Value of the assets allocated to such

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Advisor declines by 40% during any year or since the commencement of trading activities. Furthermore, the Trust Agreement provides that the Trust or, as the case may be, a Series will liquidate its positions, and eventually dissolve, if the Trust or a Series experiences a decline in the Net Asset Value of 50% in any year or since the commencement of trading activities. In each case, the decline in Net Asset Value is after giving effect for distributions, contributions and redemptions. The Managing Owner may impose additional restrictions (through modifications of such trading limitations and policies) upon the trading activities of the Advisors as it, in good faith, deems to be in the best interest of the Trust or a particular Series.

Qualitative Disclosures Regarding Non-Trading Risk Exposures

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

THE ADVISORS

General

All direct investment decisions for Series G is made by a single advisor selected and monitored by the Managing Owner. All direct investment decisions for Series J are made (either directly or indirectly through the Trading Vehicle) by the three Advisors selected and monitored by the Managing Owner. The assets of Series J are allocated equally among the three Advisors and rebalanced quarterly. Each current Advisor is, and it is anticipated that any subsequent Advisor, if any, will be, registered with and regulated by the CFTC or exempt from such registration. The registration of any Advisor with the CFTC and its membership in the NFA must not be construed to mean that any regulatory body has recommended or approved the Advisor or a Series of the Trust.

Although the following descriptions of each of the Advisors and their trading methods and strategies are general and are not intended to be exhaustive, such descriptions address the material aspects of each Advisor’s program that is offered by the Trust. Trading methods are proprietary and complex, so only the most general descriptions are possible. Furthermore, certain Advisors may have chosen to refer to specific aspects of their trading systems, methods and strategies, which aspects may also be applicable to other Advisors which did not choose to make explicit reference to these aspects of their own strategies. As a result, contrasts in the descriptions set forth herein may not, in fact, indicate a substantive difference between the trading methods and strategies involved. While the Managing Owner believes that the description of the Advisors’ methods and strategies included herein may be of interest to prospective investors, such persons must be aware of the inherent limitations of such description.

This section contains brief biographical outlines and performance summaries of the Trust’s Advisors. The success of the Trust is dependent upon the success of the Advisors retained by or on behalf of the Trust from time to time to trade for its account. In terms of attempting to reach an investment decision regarding a Series, however, it is difficult to know how to assess Advisor descriptions and performance summaries, as trading methods are proprietary and confidential and past performance is not necessarily indicative of future results. Furthermore, the performance summaries provide only a brief overview of the Advisors’ performance histories and have not been audited.

To the best of the Managing Owner’s knowledge, none of the Advisors or their principals own any Units in the Trust or any Series.

Certain Advisors trade “notional” equity for clients — i.e., trading such clients’ accounts as if more equity were committed to such accounts than is, in fact, the case. The Trust’s accounts may, at the Managing Owner’s discretion, permit the Advisors to trade the accounts on a basis that includes notional equity.

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS. FURTHERMORE, THE RATES OF RETURN EARNED WHEN AN ADVISOR IS MANAGING A LIMITED AMOUNT OF EQUITY MAY HAVE LITTLE RELATIONSHIP TO THE RATES OF RETURN THAT SUCH ADVISOR MAY BE ABLE TO ACHIEVE MANAGING LARGER AMOUNTS OF EQUITY.

THE ADVISORS’ PERFORMANCE SUMMARIES APPEARING IN THIS PROSPECTUS HAVE IN NO RESPECT BEEN ADJUSTED TO REFLECT THE CHARGES TO THE TRUST. CERTAIN OF THE ACCOUNTS INCLUDED IN SUCH PERFORMANCE SUMMARIES PAID FEES MATERIALLY

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DIFFERENT FROM, AND IN SOME CASES MATERIALLY LOWER THAN, THOSE CHARGED TO THE TRUST.

TRADING OF FUTURES AND FORWARD CONTRACTS AND RELATED INSTRUMENTS IS SPECULATIVE AND INVOLVES A HIGH DEGREE OF RISK. THERE CAN BE NO ASSURANCE THAT THE ADVISORS WILL TRADE PROFITABLY OR AVOID INCURRING SUBSTANTIAL LOSSES.

Futures and Foreign Exchange Trading Methods in General

Systematic and Discretionary Trading Approaches

Futures and foreign exchange traders may generally be classified as either systematic or discretionary.

A systematic trader will generally rely to some degree on judgmental decisions concerning, for example, what markets to follow and commodities to trade, when to liquidate a position in a contract which is about to expire and how large a position to take in a particular commodity. However, although these judgmental decisions may have a substantial effect on a systematic trader’s performance, his primary reliance is on trading programs or models that generate trading signals. The systems utilized to generate trading signals are continuously evolving, but the trading instructions generated by the systems being used are followed without significant additional analysis or interpretation. Discretionary traders, while they may utilize market charts, computer programs and compilations of quantifiable fundamental information to assist them in making trading decisions, make such decisions on the basis of their own judgment and “trading instinct,” not on the basis of trading signals generated by any program or model.

Each approach involves certain inherent risks. Systematic traders may fail to capitalize on market trends that their systems would otherwise have exploited due to judgmental decisions made by them in the context of applying their generally mechanical trading systems. Discretionary traders may decide to make trades which would not have been signaled by a trading system and which result in substantial losses. Furthermore, any trading system or trader may suffer substantial losses by misjudging the market. Systematic traders tend to rely more on computerized programs than do discretionary traders. In addition, due to their use of computers, systematic traders are generally able to incorporate more data into a particular trading decision than are discretionary traders. However, when fundamental factors dominate the market, trading systems may suffer rapid and severe losses due to their inability to respond to such factors until such factors have had a sufficient effect on the market to create a trend of enough magnitude to generate a reversal of trading signals, by which time a precipitous price change may already be in progress, preventing liquidation at anything but substantial losses.

Technical and Fundamental Analysis

In addition to being distinguished from one another by the criterion of whether they trade systematically or on the basis of their discretionary evaluations of the markets, trading advisors are also distinguished as relying on either “technical” or “fundamental” analysis, or on a combination of the two. Systematic traders tend to rely on technical analysis, because the data relevant to such analysis is more susceptible to being isolated and quantified to the extent necessary to be successfully incorporated into a program or mathematical model than is most “fundamental” information, but there is no inconsistency in attempting to trade systematically on the basis of fundamental analysis. The fundamental information which can be evaluated by a formalized trading system is, however, limited to some extent in that it generally must be quantifiable in order to be processed by such a system.

Technical analysis is not based on anticipated supply and demand factors; instead, it is based on the theory that the study of the commodities markets themselves will provide a means of anticipating future prices. Technical analysis operates on the theory that market prices at any given point in time reflect all known factors affecting the supply and demand for a particular commodity. Consequently, technical analysis focuses not on evaluating those factors directly but on an analysis of market prices themselves, theorizing that a detailed analysis of, among other things, actual daily, weekly and monthly price fluctuations, volume variations and changes in open interest is the most effective means of attempting to predict the future course of price movements.

Fundamental analysis, in contrast, is based on the study of factors external to the trading markets that affect the supply and demand of a particular commodity in an attempt to predict future price levels. Such factors might include weather, the

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economy of a particular country, government policies, domestic and foreign political and economic events, and changing trade prospects. Fundamental analysis theorizes that by monitoring relevant supply and demand factors for a particular commodity, a state of current or potential disequilibrium of market conditions may be identified that has yet to be reflected in the price level of that commodity. Fundamental analysis assumes that markets are imperfect, that information is not instantaneously assimilated or disseminated and that econometric models can be constructed that generate equilibrium prices that may indicate that current prices are inconsistent with underlying economic conditions and will, accordingly, change in the future.

Trend-Following

“Trend-following” traders gear their trading approaches towards positioning themselves to take advantage of major price movements, as opposed to traders who seek to achieve overall profitability by making numerous small profits on short-term trades, or through arbitrage techniques. “Trend-following” traders assume that most of their trades will be unprofitable. Their objective is to make a few large profits, more than offsetting their more numerous but smaller losses, from capitalizing on major trends. Consequently, during periods when no major price trends develop in a market, a “trend-following” trader is likely to incur substantial losses.

Risk Control Techniques

An important aspect of any speculative futures strategy relates to the control of losses, not only the ability to identify profitable trades. Unless it is possible to avoid major drawdowns, it is very difficult to achieve long-term profitability.

Traders often adopt fairly rigid “risk management” or “money management” principles. Such principles typically restrict the size of positions which will be taken as well as establish “stop-loss” points at which losing positions must be liquidated. It is important for prospective investors to recognize in reading the descriptions of the Advisors’ various risk control techniques that none is “fail safe,” and none can, in fact, assure that major drawdowns will be avoided. Not only do estimates of market volatility themselves require judgmental input, but also market illiquidity can make it impossible for an account to liquidate a position against which the market is moving strongly, whatever risk management principles are utilized. Similarly, irrespective of how small the initial “probing” positions taken by an Advisor are, unless it trades profitably, innumerable small losses incurred in the course of such “probing” can quickly accumulate into a major drawdown. The Advisors’ risk management principles should, accordingly, be seen more as a discipline applied to their trading in highly speculative markets than as an effective protection against loss.

Not only are trading methods proprietary, but they often are also continually evolving. Prospective investors and Unitholders will generally not be informed of a change in an Advisor’s trading approach, unless Managing Owner is informed of such change and considers such change to be material.

In addition to the continually changing character of trading methods, the commodity markets themselves are continually changing. Each Advisor may, in its sole discretion, elect to trade any available futures or forward contract, option or related instrument — both on United States markets and abroad — even if such Advisor has never previously traded in that particular contract or market.

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Advisors	Worst/Best Monthly Rate of Return1/ Month			Worst Peak-to-Valley Drawdown2/Time Period			Assets Under Management In Trust Program3		General Strategy Classification
Graham Capital Management, L.P. Global Diversified at 150% Leverage	(10.85 11.30	)% %	03/2003 06/2002	(21.02	)%	03/2004- 07/2004	$	412,777,000	Technical, Systematic Global Macro
Eagle Trading Systems Inc. Eagle Momentum Program	(9.32 14.16	)% %	01/2005 04/2006	(19.72	)%	11/2004- 04/2005	$	29,369,842	Technical, Systematic Global Macro
Ortus Capital Management Limited Major Currency Program	(6.00 8.22	)% %	03/2004 01/2004	(11.30	)%	03/2004- 10/2004	$	1,045,000,000	Systematic, Major Currencies

¹ The Worst/Best Monthly Rate of Return represents the lowest and the highest monthly rate of return of an account for the program traded for the Trust. Performance information is presented for the period from January 1, 2002 (or inception, if later) through February 28, 2007.

² The greatest cumulative percentage decline in month-end net asset value due to losses sustained by any account or 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.

³ Assets under management in the program traded for the Trust reflects nominal account or program size, which includes notional funds.

Leveraging

Futures trading is highly leveraged, as is each Advisor’s trading program.

The following table reflects the average assets as margin with respect to each Series:

Series	Range
Series G:	20-30	%
Series J	16.67	%

The above numbers are historical in nature and, with respect to Series J, represent a composite of the average range of assets as margin used by the Advisors which included Bridgewater, but not Ortus, for Series J. Such numbers may deviate either below or above the disclosed ranges.

Any change by Managing Owner in the leverage of the Trust is noted in the Trust’s monthly reports.

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NOTES TO PERFORMANCE INFORMATION

In reviewing the descriptions of the Advisors’ performance, prospective investors should understand that such performance is “net” of all fees and charges, and includes interest income applicable to the accounts comprising each composite performance summary. Such composite performance is not necessarily indicative of any individual account. In addition, particular conventions adopted by certain Advisors with respect to the calculation of the performance information set forth herein are described under the “Past Performance Information” section with respect to each Advisor.

1. Name of CTA is the name of the Advisor which directed the accounts included in the performance summary.

2. Name of program is the name of the trading program used by the Advisor in directing the accounts included in the performance summary.

3. Inception of client account trading by CTA is the date on which the relevant Advisor began directing client accounts.

4. Inception of client account trading in program is the date on which the relevant Advisor began directing client accounts pursuant to the program shown in the performance summary.

5. Number of open accounts is the number of accounts directed by the relevant Advisor pursuant to the program shown in the performance summary through February 28, 2007.

6. Aggregate assets (excluding “notional” equity) overall is the aggregate amount of actual assets under the management of the relevant Advisor in all programs operated by such Advisor through February 28, 2007.

7. Aggregate assets (including “notional” equity) overall is the aggregate amount of total equity, including “notional” equity, under the management of the relevant Advisor in all programs operated by such Advisor through February 28, 2007.

8. Aggregate assets (excluding “notional” equity) in program is the aggregate amount of actual assets under the management of the relevant Advisor in the program shown in the performance summary through February 28, 2007.

9. Aggregate assets (including “notional” equity) in program is the aggregate amount of total equity, including “notional” equity, under the management of the relevant Advisor in the program shown in the performance summary through February 28, 2007.

10. Largest monthly drawdown is the largest monthly percentage loss experienced by any account of the Advisor in the relevant program in any calendar month covered by the performance summary. “Loss” for these purposes is calculated on the basis of the loss experienced by each such account or program, expressed as a percentage of the total equity (including “notional” equity) of such account or program. Largest monthly drawdown information includes the month and year of such drawdown, and is February 28, 2007.

11. Largest peak-to-valley drawdown is the largest percentage decline (after eliminating the effect of additions and withdrawals) experienced by any account of the Advisor in the relevant program during the period covered by the performance summary from any month-end net asset value, without such month-end net asset value being equaled or exceeded as of a subsequent month-end. Largest peak-to-valley drawdown is calculated on the basis of the loss experienced by each such account in the relevant program, expressed as a percentage of the total equity (including “notional” equity) in such account, and is through February 28, 2007.

12. Monthly rate of return for any month in the Advisors’ performance summaries is, in general, the net performance of the relevant program divided by the beginning of the month net assets in such program.

Monthly rates of return, in accordance with CFTC regulations and NFA rules, are shown only for the specific programs to be traded by the Advisors for the Trust. In the accompanying performance descriptions, and with respect to performance information

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calculated prior to May 1, 2004, certain Advisors adopted a method of computing rate of return and performance disclosure, referred to as the “Fully-Funded Subset” method, pursuant to an Advisory (the “Fully-Funded Subset Advisory”) published in February 1993 by the CFTC. To qualify for the use of the Fully-Funded Subset method, the Fully-Funded Subset Advisory required that certain computations be made in order to arrive at the Fully-Funded Subset and that the accounts for which performance was so reported meet two tests which were designed to provide assurance that the Fully-Funded Subset and the resultant rates of return were representative of the particular trading program.

Effective May 1, 2004, monthly rate of return is calculated by certain Advisors by dividing net performance by the program’s or account’s aggregate nominal account size.

The monthly rates of return for each Advisor, in certain cases, are calculated on the basis of assets under management including proprietary capital. However, the Advisors believe that the inclusion of such capital has had no material effect on their monthly rates of return.

13. Compound rate of return is calculated by multiplying on a compound basis each of the monthly rates of return and not by adding or averaging such monthly rates of return. For periods of less than one year, the results are for the period indicated.

14. Number of profitable accounts that have opened and closed means the number of accounts traded pursuant to the disclosed trading program that were opened and closed during the period from January 1, 2002 through February 28, 2007 with positive net performance as of the date the accounts were closed.

15. Range of returns experienced by profitable accounts with respect to the period from January 1, 2002 through February 28, 2007.

16. Number of unprofitable accounts that have opened and closed means the number of accounts traded pursuant to the disclosed trading program that were opened and closed during the period from January 1, 2002 through February 28, 2007 with negative net performance as of the date the accounts were closed.

17. Range of returns experienced by unprofitable accounts with respect to the period from January 1, 2002 through February 28, 2007.

Graham Capital Management, L.P., or Graham, advises exempt commodity futures accounts for qualified eligible clients the performance of which is not included in Graham’s performance information herein.

THE FOLLOWING FIGURES HAVE IN NO RESPECT BEEN ADJUSTED TO REFLECT THE CHARGES TO THE TRUST. CERTAIN OF THE ACCOUNTS INCLUDED IN THE FOLLOWING PERFORMANCE SUMMARIES PAID FEES MATERIALLY DIFFERENT FROM, AND IN SOME CASES MATERIALLY LOWER THAN, THOSE CHARGED TO THE TRUST.

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GRAHAM CAPITAL MANAGEMENT, L.P.

Graham Capital Management, L.P., or Graham, was organized as a Delaware limited partnership in May 1994. 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. Graham became registered as a commodity pool operator and commodity trading advisor under the Commodity Exchange Act and a member of the National Futures Association on July 27, 1994.

Graham trades its Global Diversified Program at 150% Leverage for WMT III Series G/J Trading Vehicle LLC as described below. For past performance of Graham, see pages 56-61.

Overview

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. On behalf of the Trust, Graham offers a systematic global macro trading program that trades in one or more of those markets. Graham’s systematic trading programs or models produce trading signals on a largely automated basis when applied to market data. Graham’s investment objective is to provide clients with significant potential for capital appreciation in both rising and falling markets during expanding and recessionary economic cycles.

Management

Kenneth G. Tropin is the Chairman, the founder and a Principal of Graham. Mr. Tropin has developed the majority of the firm’s core trading programs and he is responsible for the overall management of the organization, including the investment of its proprietary trading capital. Prior to founding Graham in 1994, Mr. Tropin served as President, Chief Executive Officer, and a Director of John W. Henry & Company, Inc., during which the assets under management grew from approximately $200 million to approximately $1.2 billion. Previously, Mr. Tropin was Senior Vice President at Dean Witter Reynolds, where he served as Director of Managed Futures and as President of Demeter Management Corporation and Dean Witter Futures and Currency Management Inc. Mr. Tropin has also served as Chairman of the Managed Funds Association and its predecessor organization, which he was instrumental in founding during the 1980’s.

Paul Sedlack is Chief Executive Officer, the General Counsel and a Principal of Graham. He oversees the operation of the finance and administration departments and is also responsible for all legal and compliance matters. Mr. Sedlack began his career at the law firm of Coudert Brothers in New York in 1986 and was 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 J.D. 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. is the President and a Principal of Graham. As President of Graham, Mr. Rulle oversees the firm’s portfolio managers as well as the risk management department. Prior to 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 investor, Stockton Reinsurance Limited, a Bermuda based insurance company. From 1994 to 1999, Mr. Rulle was Chairman and CEO of CIBC World Markets Corp., the U.S. 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 is the Chief Operating Officer and a Principal of Graham and is responsible for the management and oversight of client services, systematic trading and technology efforts. Prior to

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joining Graham, from 1984 until June 2003, Mr. Murray held positions of increasing responsibility at various Morgan Stanley entities (and 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 National Futures Association and serves on its Membership and Finance Committees. Mr. Murray has served as Vice Chairman and a Director of the Board of the Managed Funds Association. Mr. Murray received a Bachelor’s Degree in Finance from Geneseo State University in 1983.

Thomas P. Schneider is an Executive Vice President, the Chief Trader and a Principal of Graham. He 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 (FCMs). Mr. Schneider has also been an NFA arbitrator since 1989 and has served on the MFA’s Trading and Markets Committee. 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. 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.

Robert G. Griffith is an Executive Vice President and a Principal of Graham, responsible for evaluating and implementing research-related initiatives. 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.

Savvas Savvinidis, C.P.A., joined Graham in April 2003 as Chief Financial Officer and a Principal. He was Chief Operating Officer of Agnos Group, L.L.C. from January 2001-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 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.

Fred J. Levin 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. Inc. 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.

Alex Mucelli is an Executive Vice President and a Principal of Graham, specializing in institutional client relationships as well as the development of structured products and portable alpha initiatives. Prior to joining Graham in March 2006, Mr. Mucelli held the positions of Chief Operating Officer and Head of Client Services at Arden Asset Management, LLC, a New York based fund of hedge funds which, at the time of his departure, was a leading absolute return low volatility focused fund provider with a diverse institutionally focused product mix and approximately $10 billion under management. Prior to joining Arden in February 2003, Mr. Mucelli held various positions with Goldman Sachs & Co. from March 1994 to December 2002, including leadership roles within the firm’s sales and trading businesses, Goldman Sachs Wealth Management, and the Investment Banking Division. Mr. Mucelli received a B.A. in History from Hamilton College in 1986.

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William Pertusi is the Risk Manager and a Principal of Graham, responsible for identifying, monitoring and acting upon financial risks relative to financial returns in Graham’s diverse trading strategies. Prior to joining Graham in April 2006, Mr. Pertusi held the positions of Director and Risk Manager at SAC Capital Advisors LLC from July 2004 to April 2006. From July 2002 to July 2004 he was employed as a Portfolio Manager at SAC specializing in Mortgage Backed Securities. From March 1999 to July 2002, Mr. Pertusi held various positions with Lehman Brothers Inc. including Senior Vice President and Global Head of Content for e-Commerce. From January 1992 through February 1998 he worked at Lehman as Senior Vice President holding positions in sales, trading, and risk management. Mr. Pertusi worked at Credit Suisse First Boston as a Director from February 1998 through November 1998. He held the position of Vice President in fixed income sales at Salomon Brothers Inc. from June 1990 to January 1992; and Assistant Vice President in fixed income sales at The First Boston Corporation from June 1987 through June 1990. Mr. Pertusi received a B.S. in Electrical Engineering from Lehigh University in 1983, an M.B.A. from Harvard in 1987, and an M.S. in Mathematics from Fairfield University in 2006.

Steven T. Aibel is a discretionary trader and a Principal of Graham, specializing in global macro markets with a primary focus on foreign exchange. Prior to joining Graham in July 2003, Mr. Aibel worked as a proprietary trader at J.P. Morgan Chase from April 2002 to March 2003 trading foreign exchange. He began his career at Goldman Sachs and Co. in the precious metals area in 1988 until 1993, moving over to the foreign exchange area of Goldman Sachs and Co. until November 1994. Following work in the foreign exchange area of Lehman Brothers from then until June 1995, Mr. Aibel worked at Credit Suisse First Boston as a Deutsche Mark market maker from July 1995 until July 1997 and a proprietary foreign exchange trader from July 1997 until April 2000. Mr. Aibel was a partner at Monroe Capital from May 2000 to January 2001. He worked as a trading sector desk manager at Bank of America from March 2001 through April 2002. Mr. Aibel received an M.B.A. in 1988 with a double major in Finance and International Business and a B.A. in 1987 in Finance, all from George Washington University.

David Ciocca is a discretionary trader and a Principal of Graham, specializing in equity futures. Prior to joining Graham in March 2002, Mr. Ciocca was employed as a portfolio manager at Niederhoffer Investments from April 2001 to February 2002, where he concentrated on the short-term modeling and trading of futures and options. From December 1998 to April 2001, Mr. Ciocca was a principal of DLC Capital Management, Inc., a registered investment advisor that focused on investment portfolio management and trading strategy development. Mr. Ciocca has a Bachelor of Science in Engineering (1993) and a Master of Science in Finance (1998) from Rochester Institute of Technology, Rochester, NY.

Leslie A. Falconio is a discretionary trader of Graham specializing in the U.S. fixed income markets with particular emphasis on relative value in the liquid rates markets, hedging strategies and derivatives. She became an Associated Person of Graham effective May 3, 2006 and a Principal on June 22, 2006. Prior to joining Graham in August of 2005, Ms. Falconio was a founding member of Silex Capital Partners, LP, from April 2004 to July 2005. From November 2002 to May 2003, Ms. Falconio was a Senior Portfolio Manager at Soros Fund Management. From December 1995 to March 2002, Ms. Falconio was a Senior Portfolio Manager at OppenheimerFunds. From July 1992 to December 1995, Ms. Falconio was a Portfolio Manager at MetLife. From 1988 to 1990, Ms. Falconio was an auditor for Chase Bank. Ms. Falconio received an M.B.A. in Finance from the William E. Simon Graduate School of Business at the University of Rochester in 1992, and a B.S. in Finance and M.I.S from the State University of New York at Buffalo in 1988.

Eric C. Fill is a discretionary trader and a Principal of Graham, specializing in foreign currency. Prior to joining Graham in March 2005, Mr. Fill was employed at Commerzbank Securities as a Senior Proprietary Trader from April 2004 through November 2004. From October 1988 to April 2004, Mr. Fill was employed at Commerzbank New York. While at Commerzbank, he worked as a Global Macro Proprietary Trader (1996 to 2004) and a foreign exchange sales trader (1994 to 1996). Between 1991 and 1994, Mr. Fill ran the money market funding desk for Commerzbank Atlanta. From 1989 to 1991 he was a money market trader at Commerzbank New York. Mr. Fill graduated from the University of Rochester with a B.A. in Economics in 1988.

Robert C. Hill is a discretionary trader and a Principal of Graham, specializing in the energy commodity markets. Prior to joining Graham in April 2003, Mr. Hill worked as a consultant at Gerson Lehrman Group. From November 1999 to October

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2002, he was employed as Director of Trading at Duke Energy. From March 1997 to October 1999, Mr. Hill was an energy trader at Louis Dreyfus Energy Corp. and from May 1994 to March 1997, he worked for Enterprise Products Company as a distribution coordinator for energy products. Mr. Hill received an M.B.A. in 1997 from the University of St. Thomas in Houston, TX and a B.A. in 1992 from Stephen F. Austin State University.

Britton Holland is a discretionary trader and a Principal of Graham, specializing in the energy commodity markets. Prior to joining Graham in March 2004, Mr. Holland worked as Manager, Financial Trading at Duke Energy Corporation. From August 1998 to April 2002, he was employed in various groups at Duke Energy, ranging from Risk Management to Term Deal Origination, before moving to Financial Trading. Mr. Holland received a B.A. in Economics in 1997 from the University of Texas in Austin, Texas.

Peter Jepsen is a discretionary trader and a Principal of Graham, specializing in global macro markets with a focus on fixed income and currencies. Prior to joining Graham in March 2006, Mr. Jepsen was employed as a portfolio manager at Exis Capital Management in New York from March 2002 to March 2006. From February 2001 to February 2002, he worked as a portfolio manager at Argonaut Capital Management in New York. Mr. Jepsen began his career at Bankers Trust/Deutsche Bank Asset Management in June 1993 where he worked on the international fixed income desk and thereafter the domestic fixed income desk until January 2001. He qualified as a Chartered Financial Analyst in 1996. Mr. Jepsen graduated from Bucknell University in June 1993 where he received his B.A. in Economics.

Raymond T. Murphy is a discretionary trader of Graham specializing in statistical option volatility strategies relating to equity index and individual commodity markets. He became an Associated Person of Graham effective December 1, 2006 and a Principal on December, 7, 2006. Prior to joining Graham in September 2006, Mr. Murphy was president, from July 1992 through August 2006, of RTM Management, Inc., a consulting firm he founded concentrating on the development and implementation of trading strategies and index development. Mr. Murphy was the primary architect of the Standard & Poor’s Commodity Indices and served as a consultant to Standard & Poor’s periodically between 2001 and 2005. From June 1986 through June 1992, Mr. Murphy was employed as a portfolio manager at Intermarket Management Inc. At various times during the period he worked at RTM Management, Inc., he was also an associated person with Carter Road LLC (from March 10, 2004 to December 1, 2006), where he was a senior trader; with Intermarket Brokerage LLC (from September 17, 2002 to March 10, 2004), where he was a programmer and analyst; and with Intermarket Asset Management LLC (from September 17, 2002 to December 5, 2003), where he was a senior trader and principal. Mr. Murphey was registered with the NFA as a floor broker from September 16, 1993 to March 8, 2007, and from November 24, 1987 to June 27, 1990.

Gina Palmieri is a discretionary trader of Graham specializing in U.S. fixed income markets with particular emphasis in structured finance credit sectors and fixed income hedging instruments. She became an Associated Person of Graham effective May 9, 2006 and a Principal on May 22, 2006. Prior to joining Graham in August of 2005, Ms. Palmieri was a founding partner of Silex Capital Partners, LP, from April 2004 to July 2005. From March 1994 to March 2002, Ms. Palmieri was a Senior Portfolio Manager at OppenheimerFunds. From October 1992 to March 1994, Ms. Palmieri was a structured products analyst and trader at MetLife. From January 1986 to June 1990, Ms. Palmieri was Graham of SEC Reporting at ITT Hartford. From 1983 to 1985, Ms. Palmieri was a senior auditor at Coopers & Lybrand, during which time she also qualified as a Certified Public Accountant (CPA). Ms. Palmieri received an M.B.A. in Finance from The Wharton School at the University of Pennsylvania in 1992, and a B.S. in Accounting from the University of Connecticut at Storrs in 1983.

Sri Viswanath is a discretionary trader and a Principal of Graham, specializing in options and equity indices. Prior to joining Graham in December 2004, Mr. Viswanath worked as a portfolio manager at Welton Investment Corporation from December 2003 to November 2004. From July 1999 to November 2003, he worked for Niederhoffer Investments as an investment manager; and from November 1998 to June 1999, Mr. Viswanath traded his own strategy. Prior to that, Mr. Viswanath worked as a portfolio manager at Core Capital Management from September 1997 through November 1998. From March 1996 to October 1997, he was the director of research at Logical Information Machines. From June 1993 to July 1995, he worked for Chemical Bank as an interest rate swap trader. Mr. Viswanath received his B.S. in Finance from Central Michigan University in 1989 and his M.B.A. from The University of Texas at Austin in 1993 and did graduate-level coursework

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in finance at The University of Texas at Austin from August 1995 through October 1996.

Xin-yun Zhang is a discretionary trader and a Principal of Graham, specializing in the fixed income markets. Prior to joining Graham in September 2003, Mr. Zhang worked at Tudor Investment Corp. from January 2000 to August 2003, where his trading focused on U.S. and Japanese government bonds. From October 1995 to January 2000, he was a fixed-income trader for Greenwich Capital. He worked in fixed-income research for Long-Term Capital Management from October 1993 to October 1995. He received a B.S. from Beijing University in 1983 and a Ph.D. in theoretical physics from University of California, San Diego in 1989. He was a post-doctoral research fellow at Rutgers University from 1989-1993.

Investment Programs

Each Graham investment program is built around one or more of Graham’s trend-following trading systems. Graham’s trend systems are designed to participate selectively in potential profit opportunities that can occur during periods of price trends in a diverse number of U.S. and international markets. The trend systems establish positions in markets where the price action of a particular market signals the computerized systems used by Graham that a potential trend in prices is occurring. The trend systems are designed to analyze mathematically the recent trading characteristics of each market and statistically compare such characteristics to the historical trading patterns of the particular market. The trend systems also employ proprietary risk management and trade filter strategies that seek to benefit from sustained price trends while reducing risk and volatility exposure.

Global Diversified Program (GDP)

GDP features the first trend system that Graham developed, which began trading client accounts in 1995. It utilizes multiple computerized trading models and offers broad diversification in both financial and non-financial markets, trading in approximately 65 global markets. GDP’s trend system is primarily long-term in nature and is intended to generate significant returns over time with an acceptable degree of risk and volatility. The computer models on a daily basis analyze the recent price action, the relative strength and the risk characteristics of each market and compare statistically the quantitative results of this data to years of historical data on each market.

Graham Selective Trading Program (GST)

GST features a Graham trend system developed in 1997, which utilizes an appreciably different trading system than other Graham trend systems. The GST trend system uses a mathematical model to identify certain price patterns that have very specific characteristics indicating a high probability that a significant directional move will occur. Although the GST trend system does not trade against the market trend, this model should be distinguished from a true trend-following strategy inasmuch as it will only participate in specific types of market moves that meet the restrictive criteria of the model, typically requiring a substantial increase in volatility.

The K4 Program (K4)

The K4 trend system was developed in 1998 and commenced trading operations in January 1999. Like the GST trend system, the K4 trend system 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 trend system normally enters or exits a position only when a significant price and volatility spike takes place. It is designed to have a high percentage of winning trades and it normally maintains a neutral position in approximately 50% of the markets in the portfolio.

The Multi-Trend Program

The Multi-Trend Program provides access through one single investment to all of the above-mentioned Graham investment programs, including the trend system and other component strategies of each investment program. As of January 1, 2007, the Multi-Trend Program allocates 33.3% of its assets equally to each of GDP, GST and K4. As market conditions or other circumstances change, Graham may alter the weightings of the individual programs and add (or subtract) other programs to the Multi-Trend Program, as it deems appropriate.

Trading

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

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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 or commodity firms as counterparties. Graham has complete flexibility in the instruments and markets in which it may invest.

In connection with its programs’ systematic trading, Graham may employ discretion in determining the leverage and timing of trades for new accounts and the market weighting and participation. In unusual or emergency market conditions, Graham may also utilize discretion in establishing positions or liquidating positions or otherwise reducing portfolio risk where Graham believes, 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 discretionary actions in these programs will enhance performance.

At standard leverage, and given competitive market terms by clearing brokers and counterparties for major institutional customers, Graham’s investment programs normally require between 10% and 30% of an account’s equity to meet initial margin requirements, with initial margin requirements over time expected to average 13% to 20%.

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.

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. From time to time, Graham adds to or deletes markets from its trading programs as ongoing 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.

Graham uses both quantitative and qualitative analysis in evaluating its investment programs in terms of both absolute performance and risk-adjusted return. It reviews the Sharpe ratio, Sterling ratio, average drawdown, and many other measures of risk in determining which trading technique offers the best risk and volatility characteristics. Graham has also developed extremely sophisticated proprietary software to study optimal portfolio weighting strategies, and the effect of specific markets on the performance, risk, correlation, and volatility characteristics of its investment programs. The actual weighting and leverage used in each market will change over time due to liquidity, price action and risk considerations. Graham also devotes considerable attention to risk management at the portfolio level to ensure balance between markets and that the overall leverage used by Graham is consistent with Graham’s conservative views on risk.

Performance Record

Investors should note that the composite performance records include individual accounts that may have materially different rates of return on amounts actually invested, even though they are traded according to the same investment program. This is caused by material differences among accounts, such as: (1) procedures governing timing for the commencement of trading and means of moving toward full funding of new accounts; (2) the period during which accounts are active; (3) client trading restrictions; (4) ratio of trading size to level of actual funds deposited with the futures commission merchant, or FCM, (i.e., the extent of notional equity); (5) the degree of leverage employed; (6) the size of the account, which can influence the size of positions taken and restrict the account from participating in all markets available to an investment program; (7) the amount of interest income earned by an account, which will depend on the rates paid by the FCM on equity deposits and the amount of equity invested in interest-bearing obligations; (8) the amount of management and incentive fees paid and the amount of brokerage commissions paid; (9) the timing of orders to open or close positions; (10) market conditions, which influence the quality of trade executions; (11) variations in fill prices; and (12) the timing of additions and withdrawals. Notwithstanding these material differences, each

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composite performance record is a valid representation of the accounts included therein.

References to total assets managed by Graham in a particular program or overall, or rate of return on net assets, include any notional equity and may include client and proprietary funds. Notional equity represents the additional amount of equity that exceeds the amount of equity actually committed to Graham for management. Because notionally funded accounts are more highly leveraged than fully-funded accounts, they incur magnified gains and losses on their actual investment (which does not include notional equity) compared to fully-funded accounts.

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.

Graham advises exempt accounts for qualified eligible clients the performance of which is not included in the composite performance record.

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Global Diversified Program at 150% Leverage

Graham trades this program on behalf of Series G and Series J. The following summary performance information and chart present the composite results (unless otherwise noted) of the Global Diversified Program at 150% Leverage for the period from January 2002 through February 2007.

Name of CTA: Graham Capital Management, L.P.

Name of program: Global Diversified Program at 150% Leverage

Inception of client account trading by CTA: February 2, 1995

Inception of client account trading in program: May 1, 1997

Number of open accounts: 7

Aggregate assets overall including “notional” equity: $5,279,732,000

Aggregate assets in program including “notional” equity: $394,263,000

Largest monthly drawdown (of an account): (10.85)% (03/2003)

Largest peak-to-valley drawdown (of an account): (21.02)% (03/2004 to 07/2004)

Number of profitable accounts that have opened and closed: 4

Range of returns experienced by profitable accounts: 2.79% to 95.42%

Number of unprofitable accounts that have opened and closed: 0

Range of returns experienced by unprofitable accounts: N/A

Monthly Rate of Return	2002(%)		2003(%)		2004(%)		2005(%)		2006(%)		2007(%)
January	2.44	%	9.64	%	1.88	%	(8.56	)%	2.15	%	(1.72)%
February	(3.32	)%	8.10	%	9.48	%	(1.80	)%	(0.28	)%	(4.91)%
March	(3.84	)%	(8.85	)%	(0.01	)%	1.02	%	4.25	%
April	(5.27	)%	(0.89	)%	(9.48	)%	(7.97	)%	6.31	%
May	5.67	%	9.58	%	(4.64	)%	1.01	%	(2.68	)%
June	11.30	%	(5.70	)%	(3.69	)%	3.57	%	(0.92	)%
July	11.25	%	(0.38	)%	(4.98	)%	(2.13	)%	(2.08	)%
August	6.81	%	1.19	%	0.69	%	3.18	%	(1.55	)%
September	5.67	%	(8.35	)%	5.72	%	2.98	%	2.33	%
October	(6.75	)%	8.62	%	7.55	%	0.72	%	0.19	%
November	(3.55	)%	1.19	%	6.24	%	0.82	%	1.38	%
December	10.39	%	4.87	%	5.15	%	(1.47	)%	0.42	%
Compound Rate of Return	32.25	%	17.82	%	12.67	%	(9.13	)%	9.52	%	(6.55)% (2 months)

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

See Notes to Performance Information on page 47-48.

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Global Diversified Program at Standard Leverage

The following summary performance information presents the composite results of the Global Diversified Program at Standard Leverage for the period from January 2002 through February 2007.

Name of CTA: Graham Capital Management, L.P.

Name of program: Global Diversified Program at Standard Leverage

Inception of client account trading by CTA: February 2, 1995

Inception of client account trading in program: February 2, 1995

Number of open accounts: 6

Aggregate assets overall including “notional” equity: $5,279,732,000

Aggregate assets in program including “notional” equity: $620,144,000

Largest monthly drawdown (of an account): (7.43)% (04/2004)

Largest peak-to-valley drawdown (of an account): (13.72)% (04/2004 to 07/2004)

Number of profitable accounts that have opened and closed: 5

Range of returns experienced by profitable accounts: 0.03% to 31.76%

Number of unprofitable accounts that have opened and closed: 2

Range of returns experienced by unprofitable accounts: (0.71)% to (1.58)%

2007 compound rate of return: (3.38)% (2 months)

2006 compound rate of return: 8.50%

2005 compound rate of return: (5.15)%

2004 compound rate of return: 8.92%

2003 compound rate of return: 10.80%

2002 compound rate of return: 18.41%

K4 Program at Standard Leverage

The following summary performance information and chart present the composite results of the K4 Program at Standard Leverage for the period from January 2002 through February 2007.

Name of CTA: Graham Capital Management, L.P.

Name of program: K4 Program at Standard Leverage

Inception of client account trading by CTA: February 2, 1995

Inception of client account trading in program: January 4, 1999

Number of open accounts: 2

Aggregate assets overall including “notional” equity: $5,279,732,000

Aggregate assets in program including “notional” equity: $338,739,000

Largest monthly drawdown (of an account): (9.07)% (09/2003)

Largest peak-to-valley drawdown (of an account): (16.76)% (01/2005 to 04/2005)

Number of profitable accounts that have opened and closed: 7

Range of returns experienced by profitable accounts: 3.81% to 83.46%

Number of unprofitable accounts that have opened and closed: 0

Range of returns experienced by unprofitable accounts: N/A

2007 compound rate of return: (5.31)% (2 months)

2006 compound rate of return: 2.08%

2005 compound rate of return: (12.04)%

2004 compound rate of return: 0.46%

2003 compound rate of return: 17.05%

2002 compound rate of return: 29.83%

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS. THE TRUST’S

ACCOUNT WILL NOT BE TRADED PURSUANT TO THE FOREGOING PROGRAMS ON THIS PAGE.

See Notes to Performance Information on pages 47-48.

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K4 Program at 150% Leverage

The following summary performance information and chart present the composite results of the K4 Program at 150% Leverage for the period from January 2002 through February 2007.

Name of CTA: Graham Capital Management, L.P.

Name of program: K4 Program at 150% Leverage

Inception of client account trading by CTA: February 2, 1995

Inception of client account trading in program: June 1, 1999

Number of open accounts: 5

Aggregate assets overall including “notional” equity: $5,279,732,000

Aggregate assets in program including “notional” equity: $402,759,000

Largest monthly drawdown (of an account): (13.62)% (9/2003)

Largest peak-to-valley drawdown (of an account): (24.37)% (01/2005 to 04/2005)

Number of profitable accounts that have opened and closed: 7

Range of returns experienced by profitable accounts: 3.18% to 45.54%

Number of unprofitable accounts that have opened and closed: 5

Range of returns experienced by unprofitable accounts: (1.66)% to (13.02)%

2007 compound rate of return: (7.49)% (2 months)

2006 compound rate of return: 7.45%

2005 compound rate of return: (15.79)%

2004 compound rate of return: 0.53%

2003 compound rate of return: 24.13%

2002 compound rate of return: 48.10%

Graham Selective Trading Program at Standard Leverage

The following summary performance information presents the composite results of the Graham Selective Trading Program at Standard Leverage for the period from January 2002 through February 2007.

Name of CTA: Graham Capital Management, L.P.

Name of program: Graham Selective Trading Program at Standard Leverage

Inception of client account trading by CTA: February 2, 1995

Inception of client account trading in program: January 7, 1998

Number of open accounts: 2

Aggregate assets overall including “notional” equity: $5,279,732,000

Aggregate assets in program including “notional” equity: $293,349,000

Largest monthly drawdown (of an account): (9.91)% (04/2004)

Largest peak-to-valley drawdown (of an account): (23.64)% (3/2004 to 8/2004)

Number of profitable accounts that have opened and closed: 0

Range of returns experienced by profitable accounts: N/A

Number of unprofitable accounts that have opened and closed: 9

Range of returns experienced by unprofitable accounts: (1.42)% to (23.61)%

2007 compound rate of return: (4.30)% (2 months)

2006 compound rate of return: 3.74%

2005 compound rate of return: (9.90)%

2004 compound rate of return: (6.73)%

2003 compound rate of return: 21.82%

2002 compound rate of return: 30.11%

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS. THE TRUST’S

ACCOUNT WILL NOT BE TRADED PURSUANT TO THE FOREGOING PROGRAMS ON THIS PAGE.

See Notes to Performance Information on pages 47-48.

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Graham Selective Trading Program at 150% Leverage

The following summary performance information presents the composite results of the Graham Selective Trading Program (150% Leverage) for the period from January 2004 through January 31, 2007 (date the program stopped trading).

Name of CTA: Graham Capital Management, L.P.

Name of program: Graham Selective Trading Program at 150% Leverage

Inception of client account trading by CTA: February 2, 1995

Inception of client account trading in program: January 2, 2004

Number of open accounts: 0

Aggregate assets overall including “notional” equity: $5,279,732,000

Aggregate assets in program including “notional” equity: $0

Largest monthly drawdown (of an account): (13.93)% (04/2004)

Largest peak-to-valley drawdown (of an account): (33.37)% (03/2004 to 08/2004)

Number of profitable accounts that have opened and closed: 0

Range of returns experienced by profitable accounts: N/A

Number of unprofitable accounts that have opened and closed: 1

Range of returns experienced by unprofitable accounts: (16.65)%

2007 compound rate of return: (1.72)% (1 month)

2006 compound rate of return: 10.82%

2005 compound rate of return: (14.05)%

2004 compound rate of return: (11.09)%

2003 compound rate of return: N/A

2002 compound rate of return: N/A

Multi-Trend Program

The following summary performance information presents the composite results of the Multi-Trend Program for the period from September 2003 through February 2007.

Name of CTA: Graham Capital Management, L.P.

Name of program: Multi-Trend Program

Inception of client account trading by CTA: February 2, 1995

Inception of client account trading in program: September 2, 2003

Number of open accounts: 1

Aggregate assets overall including “notional” equity: $5,279,732

Aggregate assets in program including “notional” equity: $30,421,000

Largest monthly drawdown(of an account): (8.05)% (4/2004)

Largest peak-to-valley drawdown(of an account): (18.41)% (03/2004 to 08/2004)

Number of profitable accounts that have opened and closed: 0

Range of returns experienced by profitable accounts: N/A

Number of unprofitable accounts that have opened and closed: 1

Range of returns experienced by unprofitable accounts: (1.28)%

2007 compound rate of return: (4.41)% (2 months)

2006 compound rate of return: 4.37%

2005 compound rate of return: (9.38)%

2004 compound rate of return: (3.14)%

2003 compound rate of return: 3.83% (4 months)

2002 compound rate of return: N/A

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS. THE TRUST’S

ACCOUNT WILL NOT BE TRADED PURSUANT TO THE FOREGOING PROGRAMS ON THIS PAGE.

See Notes to Performance Information on pages 47-48.

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Multi-Trend Program at 125% Leverage

The following summary performance information presents the composite results of the Multi-Trend Program at 125% Leverage for the period from April 2006 through February 2007.

Name of CTA: Graham Capital Management, L.P.

Name of program: Multi-Trend Program at 125% Leverage

Inception of client account trading by CTA: February 2, 1995

Inception of client account trading in program: April 1, 2006

Number of open accounts: 1

Aggregate assets overall including “notional” equity: $5,279,732,000

Aggregate assets in program including “notional” equity: $203,761,000

Largest monthly drawdown(of an account): (4.36)% (2/2007)

Largest peak-to-valley drawdown(of an account): (8.27)% (5/2006 to 8/2006)

Number of profitable accounts that have opened and closed: 0

Range of returns experienced by profitable accounts: N/A

Number of unprofitable accounts that have opened and closed: 0

Range of returns experienced by unprofitable accounts: N/A

2007 compound rate of return: (5.42)% (2 months)

2006 compound rate of return: 0.77% (9 months)

2005 compound rate of return: N/A

2004 compound rate of return: N/A

2003 compound rate of return: N/A

2002 compound rate of return: N/A

K5 Program at Standard Leverage

The following summary performance information presents the composite results of the K5 Program at Standard Leverage for the period from June 2003 through December 2006 (date the program stopped trading).

Name of CTA: Graham Capital Management, L.P.

Name of program: K5 Program at Leverage

Inception of client account trading by CTA: February 2, 1995

Inception of client account trading in program: October 28, 2002

Number of open accounts: 0

Aggregate assets overall including “notional” equity: $5,279,732,000

Aggregate assets in program including “notional” equity: $0

Largest monthly drawdown(of an account): (9.14)% (4/2004)

Largest peak-to-valley drawdown(of an account): (19.54)% (4/2004 to 4/2005)

Number of profitable accounts that have opened and closed: 0

Range of returns experienced by profitable accounts: N/A

Number of unprofitable accounts that have opened and closed: 5

Range of returns experienced by unprofitable accounts: (7.50)% to (15.42)%

2007 compound rate of return: N/A

2006 compound rate of return: (0.64)%

2005 compound rate of return: (8.60)%

2004 compound rate of return: (3.67)%

2003 compound rate of return: N/A

2002 compound rate of return: N/A

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS. THE TRUST’S

ACCOUNT WILL NOT BE TRADED PURSUANT TO THE FOREGOING PROGRAMS ON THIS PAGE.

See Notes to Performance Information on pages 47-48.

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Alternative Investment Program

The following summary performance information presents the composite results of the Alternative Investment Program for the period from August 2006 through February 2007.

Name of CTA: Graham Capital Management, L.P.

Name of program: Alternative Investment Program

Inception of client account trading by CTA: February 2, 1995

Inception of client account trading in program: August 1, 2006

Number of open accounts: 2

Aggregate assets overall including “notional” equity: $5,279,732,000

Aggregate assets in program including “notional” equity: $21,454,000

Largest monthly drawdown(of an account): (2.00)% (2/2007)

Largest peak-to-valley drawdown(of an account): (2.54)% (1/2007 to 2/2007)

Number of profitable accounts that have opened and closed: 0

Range of returns experienced by profitable accounts: N/A

Number of unprofitable accounts that have opened and closed: 0

Range of returns experienced by unprofitable accounts: N/A

2007 compound rate of return: (2.54)%

2006 compound rate of return: 6.69%

2005 compound rate of return: N/A

2004 compound rate of return: N/A

2003 compound rate of return: N/A

2002 compound rate of return: N/A

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS. THE TRUST’S

ACCOUNT WILL NOT BE TRADED PURSUANT TO THE FOREGOING PROGRAMS ON THIS PAGE.

See Notes to Performance Information on pages 47-48.

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EAGLE TRADING SYSTEMS INC.

Eagle Trading Systems Inc., or Eagle, is a Delaware corporation formed in May, 1993 to provide commodity trading advisory services to selected clients. Eagle has been registered with the CFTC as a commodity pool operator and commodity trading advisor, or CTA, and has been a member of the NFA since June 22, 1993. All of Eagle’s stock is owned by Liora and Menachem Sternberg, who are directors of Eagle. Eagle acquired all right, title and interest in the Eagle systems as of March 31, 1993 and continues the systematic advisory services, pursuant to the Eagle systems, previously provided by Tiverton Trading Incorporated, or Tiverton, whose principal is unrelated to Eagle. Eagle has been independently responsible for the operation of the Eagle systems since August 1, 1993.

Eagle trades its Eagle Momentum Program for Series J as described below. For past performance of Eagle, see pages 66-70.

Management

Menachem Sternberg is the Chairman of the Board and Chief Executive Officer of Eagle. He has been a principal, associated person and NFA associate member of Eagle since March 10, 1997, April 7, 1997 and February 14, 1997, respectively. Prior to joining Eagle in January 1997, Mr. Sternberg was a Senior Vice President and senior trader at Caxton Corporation, or Caxton, and since July 1995, also was a principal of Caxton Associates L.L.C. Caxton is a New York based money management firm investing in the foreign exchange, global financial, and commodities markets.

Prior to joining Caxton in 1992, Mr. Sternberg was the President and a director of Tiverton, a registered commodity trading advisor. From August 1989 to December 1991, Mr. Sternberg also was a Managing Director of Global Research and Trading Ltd., a corporation engaged in the research and development of trading and investment strategies in the futures, forward and option markets. Prior thereto, Mr. Sternberg was employed by Commodities Corporation, (U.S.A.) from 1979 until December 31, 1989, first as a research consultant and subsequently as a First Vice President of CC (U.S.A.). In 1986, he became an employee of Tiverton in addition to his employment at CC (U.S.A.). Prior to joining CC (U.S.A.), Mr. Sternberg was a systems analyst.

Mr. Sternberg received a B.A. cum laude from Tel Aviv University and a Ph.D. in Economics from Princeton University. His doctoral dissertation, entitled “Uncertainty and the Use of Forward Contracts”, dealt with theoretical issues concerning hedging and market behavior. In addition to his involvement in global financial markets, Mr. Sternberg has advised governmental and corporate clients as an economic consultant, and has authored numerous research and academic papers. He also has served on the faculty of Ben Gurion University and as a visiting scholar at Princeton University.

Liora Sternberg is the President and a Director of Eagle. She has been a principal, associated person of Eagle since June 22, 1993. Mrs. Sternberg has been involved in the computer industry since 1977. Starting in October 1982, she was employed by Menorah Insurance Company Ltd. as a system analyst, in charge of designing financial applications. From January 1984 until January 1992, she was managing the General Insurance computer applications department. Mrs. Sternberg initiated and supervised the development and implementation of a wide range of computer support systems, both at the management and operational levels. Her position required involvement in key management and business decisions of the company. Starting in January 1992, Mrs. Sternberg devoted her time to the study of financial markets and the design of computerized trading systems. In May 1993, Mrs. Sternberg formed and became the President of Eagle. Mrs. Sternberg received a BA in Computer Science and Philosophy from Bar Ilan University in 1982.

Eileen McFarlane is the Chief Financial Officer and Chief Operating Officer of Eagle and is a member of the NFA. Ms. McFarlane joined Eagle in 2003 and is responsible for all aspects of Eagle’s financial operations including controllership, regulatory compliance, tax compliance, corporate administrative functions, and human resources. Ms. McFarlane is a CPA, and prior to joining Eagle in May 2003, was employed in public accounting practice for over fifteen years. Ms. McFarlane was employed by Wilkin & Guttenplan, PC from May 1988 through November 2001 and by WithumSmith&Brown, PC from November 2001 to May 2003. Throughout her tenure in public accounting practice, Ms. McFarlane provided audit, accounting, consulting and tax services to clients in a variety of industries. Ms. McFarlane received a BS degree in accounting with highest distinction from Rutgers University in 1988.

Gil Sternberg is the Director of Systems Development of Eagle, and is a member of the NFA. Gil has over 10 years of experience in software design and development. Gil joined Eagle in 2002, and during his tenure has revamped the firm’s in house computerized applications, including accounting, trading, notification and controls. During 2005 Gil completed the development of a new proprietary Research Platform, which consolidates and enhances all research and operational activities in the firm, providing

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Eagle with a powerful platform for System maintenance and new System development. Prior to joining Eagle, Gil was employed by RiT Technologies, a NASDAQ traded company from 1999 through August 2002. In the position of Project Manager, he oversaw the design and development of complex, real-time, algorithm centric enterprise applications. Before joining RiT, Gil served as a Staff Sergeant in a highly confidential, research oriented post in the field of data analysis for the IDF Army Intelligence from 1994 through 1997. Gil received a BA in Computer Science with honors from the Interdisciplinary Center Hertzelia, Israel in 2001.

There have never been any civil, criminal or administrative actions against Eagle or its principals.

Trading Approach

Systematic Trading Approach

Eagle is offering clients advisory services pursuant to a systematic, model driven, trading approach. The approach is designed to capture and participate in trading opportunities and structural changes in the markets. The systematic trading approach is designed to identify and participate in intermediate and long term price changes in markets. Systematization of strict trading rules is used to incorporate money management principles and volatility adjustment features. Decisions to initiate or liquidate positions are dependent upon computer-generated signals which are based on mathematical analysis of closing market prices and the incorporation of predetermined risk parameters. Volatility adjustment features are designed to trigger profit-taking decisions and to adjust participation in markets which exhibit excessive volatility.

Trading Programs

Eagle’s systematic trading approach has served as a conceptual framework for the development of its trading programs. Each system is based on defining the market structures and situations it attempts to capture by formulation of trading rules that will best achieve its goals. These goals are then analyzed with the use of substantial market data to confirm that the rules can be consistently applied in actual trading. Once the systems are used in actual trading, they are constantly monitored and the trading rules are reevaluated to identify any need for refinements or modifications. The systems are designed to trade on a fully invested basis in markets exhibiting price behavior which correspond to the market structure and situations they attempt to achieve, while avoiding markets characterized by excessive volatility or sharp price corrections. Sharp price corrections or high volatility will generally trigger a scale down or even complete liquidation of positions.

Eagle’s trading programs incorporate the trading concepts embedded in its systematic trading approach.

Eagle Momentum Program

The Eagle Momentum Program, or EMP, is a computerized, technical trading system developed, based on Eagle’s extensive experience in observing and trading the global futures markets, to capture short and intermediate term trading opportunities in markets that exhibit strong price momentum. The current environment for each market is evaluated, based on its recent trading range, volatility, and overall price behavior. The trading program utilizes trading rules which are based on pattern recognition and money management techniques on both the individual market and portfolio levels. EMP’s discipline in evaluating market behavior and the attention given to market volatility as well as its risk control tend to screen participation to markets which provide good risk to reward potential. EMP will primarily be involved in markets that exhibit a rapid move away from the current trading range and exit quickly when the momentum fades. This exit strategy attempts to dynamically adjust exposure before major corrections occur, thus capturing the lion’s share of the profits.

The adoption of the trading philosophy to a computerized trading system was done by applying rule based techniques to confirm the trading concept over an extensive body of historical market data and by constantly monitoring and reevaluating the rules in actual trading. The program currently covers 30 commodities, currencies, stock indices and global fixed income markets.

Set forth is a list of the futures markets that the Eagle Momentum Program currently tracks and in which it may trade. Eagle in its sole discretion reserves the right to change the markets and exchanges in which it trades. The following parenthetical numbers reflect the approximate sector allocations of the EMP as of February 28, 2007. Due to the short to intermediate nature of EMP, positions and sector allocations can change considerably from one month to another.

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STOCK INDICES	5%	ENERGY	3%
DAX	EUREX	Crude Oil	NYMEX
S&P	CME	RBOB Gasoline	NYMEX
Nasdaq 100	CME	Natural Gas	NYMEX
Hang Seng	HKFE	Heating Oil	NYMEX
Taiwan Index	SGX
NIKKEI	OSE
FOREIGN FINANCIAL INSTRUMENTS	17%	CURRENCIES	40%
German Bund	EUREX	Euro Currency	CME
German Bobl	EUREX	Japanese Yen	CME
Long Gilt	Euronext LIFFE	Swiss Franc	CME
JGB	TSE	Canadian Dollar	CME
Aussie 10yr Bond	SFE	Australian Dollar	CME
		Mexican Peso	CME
		British Pounds	CME
US FINANCIAL INSTRUMENTS	28%	METALS	7%
10 Year Treasury Notes	CBOT	Aluminum	LME
5 Year Treasury Notes	CBOT	Copper	LME
		Gold	NYMEX
GRAINS	0%
Soybeans	CBOT
Corn	CBOT
Wheat	CBOT

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Eagle trades the Eagle Momentum Program on behalf of the Trust. Trading for clients pursuant to the Eagle Momentum Program commenced in October 2003 and is detailed in Capsule A. Prior to October 2003, Eagle’s proprietary assets were traded under the Eagle Momentum Program. Complete performance results for this program are shown on pages 130 and 134-135 of Part Two Statement of Additional Information.

Trading pursuant to the Eagle-Global System commenced in August 1995 and is detailed in Capsule B. Trading pursuant to the Eagle Yield Enhancement program commenced in August 2000 and is detailed in Capsule C. Eagle commenced exclusive management of client’s accounts pursuant to the Eagle System in August 1993 and is detailed in Capsule D. Trading for clients pursuant to the Eagle Matrix commenced in October 2003 and is detailed in Capsule E. Trading for clients pursuant to the Eagle Risk Allocation Program commenced in June 2004 and is detailed in Capsule F. Trading of two customized multi-strategy programs commenced in October 2006 and is detailed in Capsules G and H.

Each of the Capsules represents composite performance for all accounts managed pursuant to a specific Trading Program and therefore, does not reflect (except when the Capsule covers one account) the actual performance of any one of the accounts. Within each Trading Program all of the accounts were traded pursuant to the same signals generated by the Trading Program. The material differences between and among such accounts and their relative performance are caused by the size of each account, its use of notional funds, the number of contracts traded by the account, the date each account started trading, the brokerage commission rates charged, and the management and incentive fees paid by the account. The Capsules do not include proprietary or experimental accounts.

Through March 2004, the rates of return set forth below in Capsules A, B, D and E are based on the fully-funded subset of Eagle’s accounts managed pursuant to the Trading Program as detailed in CFTC advisory 93-13. This means that (i) Eagle Trading is managing some accounts which are fully-funded and others which are funded at less than 100%, but only fully-funded accounts are shown; (ii) the value of the Fully-Funded accounts included in the subset constitutes at least 10% of the cash and other margin qualifying assets, or Actual Funds, plus the amount by which the account’s trading level exceeds the Actual Funds, or Nominal Account Size; and (iii) there are no material differences in the gross trading profit (loss) between the Fully-Funded subset and the Nominal Account Size. Starting April 2004, pursuant to NFA Compliance Rule 2-34, rates of return calculated for all accounts include notional funding.

Capsule C sets forth actual monthly rate of return of Eagle Yield Enhancement from August 2000 based on Nominal Account size. This information is based on the actual trading of client accounts that were funded at various levels (5%—100%) of Nominal Account size.

The rates of return shown in Capsule C are those of the Yield Enhancement Program, and include partial interest income, reflecting actual interest received on the cash in the accounts. For fully-funded accounts, rates of return will be higher than those shown in Capsule C reflecting the interest earned on the full value of such accounts.

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Eagle Momentum Program (Capsule A)

Eagle trades this program on behalf of Series J. The following summary performance information and chart present the composite results (unless otherwise noted) of the Eagle Momentum Program for the period from October 2003 through February 2006.

Name of CTA: Eagle Trading Systems, Inc.

Name of program: Eagle Momentum Program

Inception of client account trading by CTA: August 1993

Inception of client account trading in program: October 2003

Number of open accounts: 3

Aggregate assets overall excluding “notional” equity: $939,747,211

Aggregate assets overall including “notional” equity: $1,235,236,671

Aggregate assets in program excluding “notional” equity: $29,369,842

Aggregate assets in program including “notional” equity: $29,369,842

Largest monthly drawdown (for an account): (9.32)% (01/2005)

Largest peak-to-valley drawdown (for an account): (19.72)% (11/2004 to 04/2005)

Number of profitable accounts that have opened and closed: 3

Range of returns experienced by profitable accounts: 2.67% to 14.19%

Number of unprofitable accounts that have opened and closed: 3

Range of returns experienced by unprofitable accounts: (3.76)% to (12.12)%

Monthly Rate of Return	2002(%)	2003(%)	2004(%)		2005(%)		2006(%)		2007(%)
January	—	—	(0.64	)%	(9.32	)%	(7.08	)%	0.12%
February	—	—	3.12	%	(5.22	)%	(2.51	)%	(6.85)%
March	—	—	(1.40	)%	2.09	%	1.75	%
April	—	—	(2.57	)%	(6.48	)%	14.16	%
May	—	—	(0.59	)%	3.09	%	2.73	%
June	—	—	(5.82	)%	0.38	%	(1.63	)%
July	—	—	0.74	%	7.40	%	(5.38	)%
August	—	—	1.19	%	8.78	%	1.17	%
September	—	—	6.90	%	(8.43	)%	0.89	%
October	—	1.56%	(4.41	)%	4.02	%	(1.89	)%
November	—	(0.43)%	11.37	%	(0.06	)%	4.06	%
December	—	3.91%	(2.16	)%	(2.52	)%	4.88	%
Compound Rate of Return	—	5.08% (3 months)	4.60	%	(7.94	)%	9.96	%	(6.74)% (2 months)

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

See Notes to Performance Information on pages 47-48.

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Eagle Global System (Capsule B)

The following summary performance information presents the composite results of the Eagle Global System for the period from January 2002 through February 2007.

Name of CTA: Eagle Trading Systems, Inc.

Name of program: Eagle Global System

Inception of client account trading by CTA: August 1993

Inception of client account trading in program: August 1995

Number of open accounts: 3

Aggregate assets overall excluding “notional” equity: $939,747,211

Aggregate assets overall including “notional” equity: $1,235,236,671

Aggregate assets in program excluding “notional” equity: $268,247,575

Aggregate assets in program including “notional” equity: $275,476,943

Largest monthly drawdown: (14.86)% (4/2001)

Largest peak-to-valley drawdown: (32.08)% (10/2003 to 09/2004)

Number of profitable accounts that have opened and closed: 3

Range of returns experienced by profitable accounts: 9.05% to 28.94%

Number of unprofitable accounts that have opened and closed: 2

Range of returns experienced by unprofitable accounts: (18.14)% to (29.71)%

2007 compound rate of return:(1.60)% (2 months)

2006 compound rate of return: 22.43%

2005 compound rate of return: 25.82%

2004 compound rate of return: (19.69)%

2003 compound rate of return: 28.00%

2002 compound rate of return: 23.35%

Eagle Yield Enhancement (Capsule C)

The following summary performance information presents the composite results of the Eagle Yield Enhancement for the period from January 2002 through February 2007.

Name of CTA: Eagle Trading Systems, Inc.

Name of program: Eagle Yield Enhancement

Inception of client account trading by CTA: August 1993

Inception of client account trading in program: August 2000

Number of open accounts: 8

Aggregate assets overall excluding “notional” equity: $939,747,211

Aggregate assets overall including “notional” equity: $1,235,236,671

Aggregate assets in program excluding “notional” equity: $314,940,356

Aggregate assets in program including “notional” equity: $539,887,200

Largest monthly drawdown: (4.18)% (02/2007)

Largest peak-to-valley drawdown: (11.38)% (05/2003 to 09/2004)

Number of profitable accounts that have opened and closed: 6

Range of returns experienced by profitable accounts: 0.31% to 15.20%

Number of unprofitable accounts that have opened and closed: 22

Range of returns experienced by unprofitable accounts: (1.24) % to (16.36)%

2007 compound rate of return: (2.83)% (2 months)

2006 compound rate of return: 1.52%

2005 compound rate of return: 5.57%

2004 compound rate of return: (1.46)%

2003 compound rate of return: (3.82)%

2002 compound rate of return: 12.64%

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS. THE TRUST’S

ACCOUNT WILL NOT BE TRADED PURSUANT TO THE FOREGOING PROGRAMS ON THIS PAGE.

See Notes to Performance Information on pages 47-48.

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Eagle System (Capsule D)

The following summary performance information presents the composite results of the Eagle System for the period from January 2002 through February 2007.

Name of CTA: Eagle Trading Systems, Inc.

Name of program: Eagle System

Inception of client account trading by CTA: August 1993

Inception of client account trading in program: August 1993

Number of open accounts: 2

Aggregate assets overall excluding “notional” equity: $939,747,211

Aggregate assets overall including “notional” equity: $1,235,236,671

Aggregate assets in program excluding “notional” equity: $49,832,309

Aggregate assets in program including “notional” equity: $49,832,309

Largest monthly drawdown: (15.49)% (04/2001)

Largest peak-to-valley drawdown: (37.75)% (10/2003 to 09/2004)

Number of profitable accounts that have opened and closed: 6

Range of returns experienced by profitable accounts: 9.09% to 1085.40%

Number of unprofitable accounts that have opened and closed: 0

Range of returns experienced by unprofitable accounts: N/A

2007 compound rate of return: (6.67)% (2 months)

2006 compound rate of return:13.42%

2005 compound rate of return: 19.13%

2004 compound rate of return: (24.65)%

2003 compound rate of return: 26.45%

2002 compound rate of return: 36.48%

Eagle Matrix (Capsule E)

The following summary performance information presents the composite results of the Eagle Matrix for the period from October 2003 through February 2007.

Name of CTA: Eagle Trading Systems, Inc.

Name of program: Eagle Matrix

Inception of client account trading by CTA: August 1993

Inception of client account trading in program: October 2003

Number of open accounts: 1

Aggregate assets overall excluding “notional” equity: $939,747,211

Aggregate assets overall including “notional” equity: $1,235,236,671

Aggregate assets in program excluding “notional” equity: $12,502,288

Aggregate assets in program including “notional” equity: $12,502,288

Largest monthly drawdown: (6.70)% (4/2004)

Largest peak-to-valley drawdown: (17.07)% (09/2003 to 07/2004)

Number of profitable accounts that have opened and closed: 2

Range of returns experienced by profitable accounts: 2.90% to 4.30%

Number of unprofitable accounts that have opened and closed: 0

Range of returns experienced by unprofitable accounts: N/A

2007 compound rate of return: (4.34)% (2 months)

2006 compound rate of return: 12.38%

2005 compound rate of return: 15.21%

2004 compound rate of return: (4.11)%

2003 compound rate of return: (5.17)% (3 months)

2002 compound rate of return: N/A

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS. THE TRUST’S

ACCOUNT WILL NOT BE TRADED PURSUANT TO THE FOREGOING PROGRAMS ON THIS PAGE.

See Notes to Performance Information on pages 47-48.

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Eagle Risk Allocation (Capsule F)

The following summary performance information presents the composite results of the Eagle Risk Allocation for the period from June 2004 to February 2007.

Name of CTA: Eagle Trading Systems, Inc.

Name of program: Eagle Risk Allocation

Inception of client account trading by CTA: August 1993

Inception of client account trading in program: June 2004

Number of open accounts: 1

Aggregate assets overall excluding “notional” equity: $939,747,211

Aggregate assets overall including “notional” equity: $1,235,236,671

Aggregate assets in program excluding “notional” equity: $18,734,928

Aggregate assets in program including “notional” equity: $82,048,177

Largest monthly drawdown: (9.42)% (02/2007)

Largest peak-to-valley drawdown: (14.20)% (04/2006-02/2007)

Number of profitable accounts that have opened and closed: 2

Range of returns experienced by profitable accounts: 18.29% to 37.47%

Number of unprofitable accounts that have opened and closed: 0

Range of returns experienced by unprofitable accounts: N/A

2007 compound rate of return: (7.21)% (2 months)

2006 compound rate of return: 5.62%

2005 compound rate of return: 25.60%

2004 compound rate of return: 7.75% (7 months)

2003 compound rate of return: N/A

2002 compound rate of return: N/A

Custom Account 1 (Capsule G)

The following summary performance information presents the composite results of Custom Account 1 for the period from October 2006 to February 2007.

Name of CTA: Eagle Trading Systems, Inc.

Name of program: Multi Strategy

Inception of client account trading by CTA: August 1993

Inception of client account trading in program: October 2006

Number of open accounts: 1

Aggregate assets overall excluding “notional” equity: $939,747,211

Aggregate assets overall including “notional” equity: $1,235,236,671

Aggregate assets in program excluding “notional” equity: $152,612,607

Aggregate assets in program including “notional” equity: $152,612,607

Largest monthly drawdown: (6.70)% (02/2007)

Largest peak-to-valley drawdown: (6.70)% (01/2007-02/2007)

Number of profitable accounts that have opened and closed: 0

Range of returns experienced by profitable accounts: N/A

Number of unprofitable accounts that have opened and closed: 0

Range of returns experienced by unprofitable accounts: N/A

2007 compound rate of return: (4.72)% (2 months)

2006 compound rate of return: 1.57% (3 months)

2005 compound rate of return: N/A

2004 compound rate of return: N/A

2003 compound rate of return: N/A

2002 compound rate of return: N/A

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS. THE TRUST’S

ACCOUNT WILL NOT BE TRADED PURSUANT TO THE FOREGOING PROGRAM ON THIS PAGE.

See Notes to Performance Information on pages 47-48.

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Custom Account 2 (Capsule H)

The following summary performance information presents the composite results of Custom Account 2 for the period from October 2006 to February 2007.

Name of CTA: Eagle Trading Systems, Inc.

Name of program: Multi Strategy

Inception of client account trading by CTA: August 1993

Inception of client account trading in program: October 2006

Number of open accounts: 1

Aggregate assets overall excluding “notional” equity: $939,747,211

Aggregate assets overall including “notional” equity: $1,235,236,671

Aggregate assets in program excluding “notional” equity: $93,507,307

Aggregate assets in program including “notional” equity: $93,507,307

Largest monthly drawdown: (4.61)% (02/2007)

Largest peak-to-valley drawdown: (4.61)% (01/2007-02/2007)

Number of profitable accounts that have opened and closed: 0

Range of returns experienced by profitable accounts: N/A

Number of unprofitable accounts that have opened and closed: 0

Range of returns experienced by unprofitable accounts: N/A

2007 compound rate of return: (2.73)% (2 months)

2006 compound rate of return: 1.59% (3 months)

2005 compound rate of return: N/A

2004 compound rate of return: N/A

2003 compound rate of return: N/A

2002 compound rate of return: N/A

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS. THE TRUST’S

ACCOUNT WILL NOT BE TRADED PURSUANT TO THE FOREGOING PROGRAM ON THIS PAGE.

See Notes to Performance Information on pages 47-48.

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ORTUS CAPITAL MANAGEMENT LIMITED

Ortus Capital Management (Cayman) Limited is a company incorporated in the Cayman Islands on June 27, 2003 with limited liability. It is exempted by the Cayman Islands Monetary Authority from the requirement to obtain a license under the Securities Investment Business Law (2003 Revision). It has appointed Ortus Capital Management Limited as an investment adviser to provide recommendations, investment advice, and implementation assistances to it. Ortus Capital Management Limited is a company incorporated in Hong Kong with limited liability and was licensed by the Securities and Futures Commission of Hong Kong on August 29, 2003 to carry on type 9 regulated activity—asset management. As used herein, Ortus shall refer to Ortus Capital Management (Cayman) Limited, Ortus Capital Management Limited or both.

Ortus trades its Major Currency Program for Series J as described below. For past performance of Ortus, see page 74.

Investment Philosophy

Ortus believes that in order to utilize its capital most effectively, it is important to take advantage of the opportunities available in multiple financial markets. Although Ortus’ investment activities span across global financial markets (including global and regional currencies, global fixed income and equity markets, and commodity markets), the investment strategies are based on the same underlying investment philosophy.

The investment philosophy focuses on the inter-relationship and interplay between any given financial market and its underlying economic fundamentals, that is, the inter-dependence between the financial side and the real side. The real sides of major financial markets are intrinsically inter-related although they often have their own characteristics. For example the global economy is inter-related through trades of goods and services as well as flows of capital through global financial markets, and each economy has its own structural characteristics; in the case of an individual stock, the fundamental or the real side includes, among other things, the company’s balance sheet and operating performance, it also includes, among other things, strengths of its competitors and macro environment in which it operates.

Intuitively, there is a positive association between the financial side and the real side. For example, a positive shock in a country’s performance is usually associated with an appreciation of the country’s currency; a positive surprise in a company’s performance is usually associated with a rise in the company’s stock price. However, it is not fruitful and not enough only to understand this positive association between the two sides.

It is far more important to understand and to measure the feedback relationship between the real side and the financial side over various time horizons. At the early stage of an upward trend in an asset price, there is usually an asymmetric sensitivity of the asset price with respect to the fundamental news. This asymmetric response to news is consistent with an old saying referring to a bull market in stocks: “Good news is good news and no news is good news.” Certainly at this stage of price dynamics, the feedback from the real side to the financial side is positive and dramatic. Uninformed market participants, having observed the asymmetric price action, can derive certain perceptions about future price dynamics that affect the demand for the asset, thus creating a tendency for the asset price to trend. A trend may actually occur if there is also a positive feedback from the financial side to the real side. In many cases, such reverse positive feedbacks do exist, that is, the underlying fundamentals do benefit from firming asset prices. For example, if the US dollar strengthens due to capital flows from the rest of the world, the US economy will usually benefit from such capital flows because capital inflows to the US lower the cost of capital. Thus, a momentum is set in motion in both the real and the financial side, creating great investment opportunities. At the end of an upward price trend, there is an opposite and asymmetric price sensitivity with respect to fundamental news. In this case, good news may not be good news and bad news is really bad.

Ortus relies on its own proprietary models to capture the essence of the positive association and feedback relationship between asset prices and their underlying economic fundamentals over various time horizons, and to evaluate the risk/reward profile of investment opportunities. The approach is based on innovations and rigorous applications of financial theories and takes into account structural details, inter-relationships, as well as feedback relationships. The same investment philosophy can be applied to stock markets, fixed income markets, commodities markets, as well as to currency markets. Depending on the nature of such inter-relationship and interplay for any given market, the resulting investment horizon can range from a few months to several years. Intuitively, the investment strategies move

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capital from less “productive” sectors/regions to more “productive” sectors/regions in the global economy based on Ortus’ proprietary models which identify and evaluate the “productiveness” of capital by taking into account reward as well as risk. Ortus also relies on its own proprietary risk management strategies that are an integral part of the investment strategies. The risk management strategies aim to maximize upside potential while damping downside shocks. Innovative risk measurement and dynamic strategies to optimally control the portfolio drawdowns are employed to ensure that the portfolio return distribution is skewed to the right, not left (i.e. the high return side, not the low return side).

The resulting investment style has the following characteristics: (1) systematic, quantitative, and model driven; (2) based on independent, extensive, and continuous research; and (3) disciplined and quantitative risk management.

Investment Process and Risk Management

The investment process consists mainly of (1) opportunity identification and evaluation, or market view formation; (2) risk management (portfolio optimization and optimal drawdown control, and other risk management); and (3) ongoing monitoring, calibration and review.

Market View Formation

Ortus applies its proprietary models to the global financial markets, and calibrates its models as the markets and economies evolve over time. The data inputs that Ortus uses are available publicly, including economic and monetary data, fiscal and monetary policies, company and/or industry specific data, and financial market data (such as stock prices, exchange rates, interest rates, implied volatility, implied correlations, etc.). Both current and historic data are employed. Ortus also pays special attention to special events or situations (such as the internet bubble) that may induce abnormal global capital flows. The market views are expressed in terms of the expected moves, risks associated, and the correlations among markets over various time horizons. That is, the market views are represented by joint probability distributions of asset returns over various time horizons, which is in sharp contrast to the common approach that is focused on point estimates of asset prices.

Market views are monitored and reviewed as market conditions change.

Risk Management – Portfolio Optimization

Based on the market views which have taken into account the risks and correlations for various markets under consideration over various time horizons, Ortus constructs its investment portfolio based on its proprietary portfolio optimization models to optimize the risk/reward profile of Ortus’ capital. The portfolio optimization is part of the risk management strategy and is related to other risk management measures described below.

Risk Management—Optimal Drawdown Control and Determination of Portfolio Size

Market risks are measured by their impact on Net Asset Value, or NAV. The traditional measure such as leverage ratios may not capture the true nature of exposure to risks. In addition to the risk allocation by portfolio optimization, Ortus aims to optimally control the drawdown of NAV (as measured from the previously achieved NAV peak) to within a comfortable limit. Ortus relies on its own optimal risk management strategies to dampen downside shocks to NAV. As a result, at any time the total size of the portfolio depends, among other things, on the position of the current NAV relative to its previous high, risk tolerance, the size of capital (i.e. the current NAV), and market conditions.

Ongoing Monitoring and Review

The investment process is a dynamic and continuous process. Various dimensions of the investment strategy are monitored and reviewed regularly. Portfolio and model adjustments may be necessary when market conditions change.

Markets and Instruments

The investment strategies are normally implemented through the most liquid segments of the global capital markets that include fixed income markets, equity markets, commodity markets, as well as global and regional currency markets. The capital is allocated to any given market according to, among other things, the relative attractiveness of its risk/reward profile, its relationship with other markets, and the liquidity of the market. Ortus invests in, holds, sells (including through short sales), trades and otherwise deals in securities, futures, and over-the-counter financial products in global financial markets for investment as well as for risk management purposes. Although Ortus may employ a wide range of financial instruments such as securities, futures, options, warrants, fixed income

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products and variable income products, bank deposits, forwards, swaps, and other over-the-counter derivative products, it primarily uses simple plain-vanilla instruments with substantial liquidity such as listed futures contracts and short-term currency forward contracts. Ortus will seek to use the most efficient instruments to implement any particular strategy.

Currently, the markets involved and instruments used are currency spot transactions and currency forward and swap transactions (with tenors not longer than 12 months) among major currencies. In addition, Ortus may invest a small portion of its capital in other public or private investment funds or managed accounts if strategic and economic reasons exist to do so.

Management

“Joe” Zhongquan Zhou is a Director of Ortus. Dr. Zhou received his B.S. in Mathematics in 1983 from Wuhan University (China) and two degrees from the Wharton School of the University of Pennsylvania: a M.A. in Statistics in 1990 and a Ph.D. in Finance in 1993. From 1993 to 1996, Dr. Zhou was a proprietary trader, first at Lehman Brothers, and then at Bear Stearns, where he traded a wide variety of futures and options contracts. From 1996 to 1997, Dr. Zhou was Assistant Professor of Finance at Washington University in St. Louis, Missouri. From 1997 to 2001, Dr. Zhou was the Head of Research at Quantitative Financial Strategies, Inc. From 2001 to 2003, Dr. Zhou co-founded Divergence Capital Management LLC. Among his publications are (1) Optimal Investment Strategies for Controlling Drawdowns (Mathematical Finance, 1993, joint authorship with Sanford Grossman), (2) Equilibrium Analysis of Portfolio Insurance (Journal of Finance, 1996, joint authorship with Sanford Grossman), and (3) An Equilibrium Analysis of Hedging with Liquidity Constraints, Speculation and Government Price Subsidy in a Commodity Market (Journal of Finance, 1998).

“James” Xin Shang is a Director of Ortus. Mr. Shang received his B.S. in Physics in 1983 from Peking University (China), his M.S. degree in Physics in 1986 from the New York University, and his M.A. in Finance in 1990 from the Wharton School of the University of Pennsylvania. Mr. Shang joined the financial products unit of Credit Suisse First Boston (CSFB) in its New York office in 1991. He was a key member of its hedge fund coverage group. He was responsible for quantitative research on investment and risk management as well as for structuring and executing various transactions for hedge funds. The financial markets involved included the global fixed income, currency, equity and commodity markets. From 1995 to 1996, Mr. Shang was with CSFB London as a product manager in its financial products unit. He was responsible for researching and structuring financial products for various clients across Europe. From 1996 to 2001, Mr. Shang was with CSFB Hong Kong in its financial products area. Before leaving CSFB, he was a Director with its precious metals group in Asia. From 2001 to 2003, Mr. Shang had focused on investment research.

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Ortus Major Currency Program

Ortus trades this program on behalf of Series J. The following summary performance information and chart present the composite results (unless otherwise noted) of the Ortus Major Currency Program for the period from September 2003 through February 2007.

Name of Trading Advisor: Ortus Capital Management Limited/Ortus Capital Management (Cayman) Limited

Name of program: Ortus Major Currency Program

Inception of client account trading by Trading Advisor: September 26, 2003

Inception of client account trading in program: September 26, 2003

Number of open accounts: 6

Aggregate assets overall including “notional” equity: $1,045,000,000

Aggregate assets in program including “notional” equity: $1,045,000,000

Largest monthly drawdown (of an account): (6.00)%) (03/2004)

Largest peak-to-valley drawdown (of an account): (11.30)% (03/2004 to 10/2004)

Number of profitable accounts that have opened and closed: 0

Range of returns experienced by profitable accounts: N/A

Number of unprofitable accounts that have opened and closed: 0

Range of returns experienced by unprofitable accounts: N/A

Monthly Rate of Return	2002(%)	2003(%)		2004(%)		2005(%)		2006(%)		2007(%)
January	—	—		8.22	%	3.99	%	3.84	%	2.17	%
February	—	—		5.54	%	3.07	%	(2.83	)%	(2.16	)%
March	—	—		(6.00	)%	(1.23	)%	2.17	%
April	—	—		(3.52	)%	4.94	%	(0.06	)%
May	—	—		0.70	%	(0.28	)%	0.35	%
June	—	—		(2.71	)%	2.01	%	1.51	%
July	—	—		2.50	%	(0.16	)%	7.03	%
August	—	—		(2.20	)%	(4.54	)%	3.40	%
September	—	—		0.61	%	4.67	%	(0.13	)%
October	—	6.56	%	(1.03	)%	3.40	%	5.42	%
November	—	2.41	%	1.55	%	1.05	%	5.02	%
December	—	7.10	%	0.67	%	(1.86	)%	4.80	%
Compound Rate of Return	—	16.88 (3 months	% )	3.56	%	15.60	%	34.59	%	(0.04 (2 months	)% )

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

See Notes to Performance Information on pages 47-48.

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Use of Proceeds

The proceeds of the offering of the Units are used by each Series to engage in the speculative trading on futures, forward, options and related markets through allocating such proceeds to the applicable Advisor.

To the extent a Series trades in futures contracts on U.S. exchanges, the assets deposited by a Series with its Clearing Brokers as margin must be segregated pursuant to the regulations of the CFTC. Such segregated funds may be invested only in a limited range of instruments — principally U.S. government obligations.

To the extent that a Series trades in futures, forward, options and related contracts on markets other than regulated U.S. futures exchanges, funds deposited to margin positions held on such exchanges are invested in bank deposits or in instruments of a credit standing generally comparable to those authorized by the CFTC for investment of “customer segregated funds,” although applicable CFTC rules prohibit funds employed in trading on foreign exchanges from being deposited in “customer segregated fund accounts.”

As of the date of this Prospectus, the Trust places 100% of the Net Asset Value of each Series in segregated accounts in the name of the Trust on behalf of each Series with the Clearing Broker or another eligible financial institution in the form of cash or U.S. Treasury bills to margin positions of all commodities combined. Such funds are segregated pursuant to CFTC rules.

The Managing Owner, a registered commodity pool operator, will be responsible for the cash management activities of the Trust, including investing in U.S. Treasury and U.S. Government Agencies issues.

In addition, assets of each Series not required to margin positions may be maintained in United States bank accounts opened in the name of the Trust and may be held in U.S. Treasury bills (or other securities approved by the CFTC for investment of customer funds).

Each Series receives 100% of the interest income earned on its assets.

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“Breakeven Table”

Amount of Expenses
	Series G Class I					Series G Class II2					Series J10 Class I					Series J10 Class II
Expense1	$			%		$			%		$			%		$			%
Managing Owner Management Fee	$	25		0.50	%	$	25		0.50	%	$	25		0.50	%	$	25		0.50	%
Advisor’s Base Fee	$	125		2.50	%	$	125		2.50	%	$	108		2.17	%	$	108		2.17	%
Advisor’s Incentive Fee3	$	48		0.96	%	$	28		0.56	%	$	40		0.80	%	$	20		0.40	%
Service Fee Reimbursement4	$	100		2.00	%		N/A		N/A		$	100		2.00	%		N/A		N/A
Sales Commission5	$	50		1.00	%	$	50		1.00	%	$	50		1.00	%	$	50		1.00	%
Administrative Expense6	$	75		1.50	%	$	75		1.50	%	$	34		0.68	%	$	34		0.68	%
Organization and Offering Expense Reimbursement7	$	25		0.50	%	$	25		0.50	%	$	25		0.50	%	$	25		0.50	%
Brokerage Commissions8	$	35		0.70	%	$	35		0.70	%	$	35		0.69	%	$	35		0.69	%
Interest Income9	$	(246	)	(4.91	)%	$	(246	)	(4.91	)%	$	(246	)	(4.91	)%	$	(246	)	(4.91	)%
12-Month Break Even	$	238		4.75	%	$	118		2.35	%	$	172		3.43	%	$	52		1.03	%

1. The foregoing breakeven analysis assumes that the Units have a constant month-end Net Asset Value. Calculations are based on $5,000 as the Net Asset Value per Unit. See “Charges” beginning on page 77 for an explanation of the expenses included in the “Breakeven Table.”

2. Class II Units may be offered and sold only to investors who are represented by approved Correspondent 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”). Class II Unitholders are not charged any Service Fee.

3. Based on assumptions herein, the Advisor’s Incentive Fee is between 0.80% and 0.96% for Class I and 0.40% and 0.56% for Class II.

4. Investors who redeem all or a portion of their Class I Units of a Series before the first anniversary of the purchase of such Units will be subject to a redemption charge (which amount is reflected in this Service Fee item) in an amount equal to the product of (i) the Net Asset Value per Unit on the redemption date of the Units being redeemed, multiplied by (ii) the number of months remaining before the first anniversary of the date such Units were purchased, multiplied by (iii) 1/12^th of 2.00%.

5. Each Unit purchased pays to Kenmar Securities Inc. in arrears a monthly Sales Commission equal to 1/12^th of 1.00% (1.00% per annum) of the Net Asset Value of the outstanding Units as of the beginning of the month.

6. For Series G, administrative expenses are currently estimated to be 2.63%, although the Managing Owner has voluntarily agreed to pay and/or reimburse Series G to the extent that actual expenses for Series G in any month is in excess of 1/12 of 1.50% of Series G’s Net Asset Value. The Managing Owner may discontinue such practice at any time in its sole discretion. For Series J, administrative expenses are currently estimated to be 0.68%. Actual expenses may be higher or lower. The Managing Owner expects that as the Net Asset Value of a Series increases, the administrative expenses of such Series will decline as a percentage of such Series’ Net Asset Value.

7. Expense levels are assumed to be at maximum amount. Actual expenses may be lower.

8. Although the actual rates of brokerage commissions and transaction related fees and expenses are the same for all Advisors, the total amount of brokerage commissions and trading fees varies from Series to Series based upon the trading frequency of such Series’ Advisor and the specific futures contracts traded. The estimates presented in the table above are prepared using historical data about the Advisors’ trading activities for December 2005 through February 2007.

9. Interest income is currently estimated to be earned at a rate of 4.91%, although such interest income is variable based on short-term interest rates.

10. For purposes of this breakeven analysis, we have assumed (i) that the Advisors will have identical performance and identical incentive fees, (ii) that the Advisors will generate a weighted average rate of brokerage commissions and other expenses equal to 0.69%, and (iii) a weighted average Advisor’s base fee of 2.17%. In actuality, the Advisors’ performance and incentive fees will be divergent among the Advisors, the Advisors will generate a weighted average rate of brokerage commissions and other expenses which could be higher or lower than 0.69% and, because Advisors’ base fees are assessed monthly while Series J will rebalance quarterly, weighted average Advisors’ base fees could be higher or lower than 2.17%.

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CHARGES

Management Fee

Each Series of Units pays to the Managing Owner in arrears a monthly management fee equal to 1/12^th of 0.50% (0.50% per annum) of the Net Asset Value (defined below) of such Series as of the beginning of the month.

“Net Asset Value” is the total assets in a Series less total liabilities of such Series, each determined on the basis of generally accepted accounting principles in the United States, consistently applied under the accrual method of accounting.

Advisors’ Fees

Series G pays to Graham (through its investment in the Trading Vehicle) in arrears a monthly base fee equal to 1/12^th of 2.50% (2.50% per annum) of such Series’ Net Asset Value as of the end of the month. Series J (through its investment in the Trading Vehicle) pays to Graham in arrears a monthly base fee equal to 1/12^th of 2.50% (2.50% per annum) on portion of the assets of Series J under the management of Graham as of the end of the month. Series J pays to each of Eagle and Ortus in arrears a monthly base fee equal to 1/12^th of 2.00% (2.00% per annum) on the portion of the assets of Series J under the management of such Advisors as of the end of the month. The aggregate Advisors’ bases fees paid by Series J are expected roughly to approximate the weighted average of the Advisors’ base fees or 2.50%.

Each Series (either directly or through its investment in the Trading Vehicle) pays an incentive fee of 20% of New High Net Trading Profits (defined below) 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, except that Series J will pay such incentive fee separately with respect to each of its Advisors based on New High Net Trading Profits generated by such Advisor, regardless of the profitability of Series J as a whole. The incentive fees will be paid quarterly in arrears.

Below is a sample calculation of how the performance fee is determined:

Assume that your Series paid an incentive fee to an Advisor at the end of the second quarter of 2007 and assume that such Advisor achieved “New High Net Trading Profits (as defined in the next paragraph) of $200,000 during the third quarter of 2007. The New High Net Trading Profits would be $200,000 and the Advisor’s incentive fee payable by your Series would be $40,000 (0.2 x $200,000). Now assume your Series paid an incentive fee to an Advisor at the end of the third quarter of 2007 but did not pay an incentive fee to such Advisor at the end of the second quarter of 2007 because such Advisor had trading losses for your Series of $100,000. If such Advisor achieved trading profits for your Series of $200,000 at the end of the third quarter of 2007, such Advisor’s New High Net Trading Profits for the quarter would be $100,000 ($200,000—$100,000 loss carryforward) and the Advisor’s performance fee would be $20,000 (0.2 x $100,000). Please note that this simplified example assumes that no investors have added or redeemed Units during this sample time frame. Such capital changes require that the calculation be determined on a “per unit” basis.

“New High Net Trading Profits” (for purposes of calculating an Advisor’s incentive fees) will be computed as the close of business of the last day of each calendar quarter (the “Incentive Measurement Date”) and will include such profits (as outlined below) since the immediately preceding Incentive Measurement Date (or, with respect to the first Incentive Measurement Date, since commencement of operations of the Trading Vehicle or the date the Advisor commenced trading activities for the Trading Vehicle or a Series) (each an “Incentive Measurement Period”). New High Net Trading Profits for any Incentive Measurement Period will be the net profits, if any, from the Advisor’s trading during such period (including (i) realized trading profit (loss) plus or minus (ii) the change in unrealized trading profit (loss) on open positions), and will be calculated after the determination of certain transaction costs attributable to the Advisor’s trading activities and the Advisor’s management fee, but before deduction of any incentive fees payable during the Incentive Measurement Period. New High Net Trading Profits will not include interest earned or credited on the assets allocated to the Advisor. New High Net Trading Profits will be generated only to the extent that the cumulative New High Net Trading Profits achieved by the Advisor exceed the highest level of cumulative New High Net Trading Profits achieved by such Advisor as of a previous Incentive Measurement Date. Except as set forth below, net losses from prior quarters must be recouped before New High Net Trading Profits can again be generated. If a withdrawal or distribution occurs or if the Advisory Agreement is terminated at any date that is not an Incentive Measurement Date, the date of the withdrawal or distribution or termination 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

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Advisor until the next scheduled Incentive Measurement Date. New High Net Trading Profits for an Incentive Measurement Period shall exclude capital contributions allocated to the Advisor in an Incentive Measurement Period, distributions or redemptions paid or payable from the Advisor’s account during an Incentive Measurement Period, as well as losses, if any, associated with redemptions, distributions, and reallocations of assets during the Incentive Measurement Period and prior to the Incentive Measurement Date (and any loss carryforward attributable to the Advisor will be reduced in the same proportion that the value of the assets allocated away from the Advisor comprises of the value of the assets allocated to the Advisor prior to such allocation away from the Advisor). 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.

Sales Commission

The Trust pays to the Selling Agent in arrears a monthly Sales Commission equal to 1/12^th of 1.00% (1.00% per annum) of the Net Asset Value of the outstanding Units as of the beginning of each month. This sales commission is in addition to the Service Fee charged in respect of Class I Units.

Brokerage Commissions and Fees

Each Series (either directly or through its investment in the Trading Vehicle) pays to the Clearing Broker 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 such Series trading activities. On average, total charges paid to the Clearing Broker are expected to be less than $10.00 per round-turn trade, although the Clearing Broker’s brokerage commissions and trading fees will be determined on a contract-by-contract basis. The exact amount of such brokerage commissions and trading fees to be incurred is impossible to estimate and will vary on a Series by Series basis based upon a number of factors including the trading frequency of such Series’ Advisor, the types of instruments traded, transaction sizes, degree of leverage employed and transaction rates in effect from time to time. Based upon the Advisors’ historical trading activities, the Managing Owner does not expect brokerage commissions and fees to exceed 1.50% of the Net Asset Value of a Series in any year.

Extraordinary Fees and Expenses

Each Series pays all its extraordinary fees and expenses, if any, and its allocable portion of all extraordinary fees and expenses of the Trust generally, if any, as determined by the Managing Owner. Extraordinary fees and expenses are fees and expenses that 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 that 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 will not be deemed extraordinary expenses. Any fees and expenses imposed on the Trust due to the status of an individual shall be paid by such individual or the applicable Series, not the Managing Owner.

Routine Operational, Administrative and Other Ordinary Expenses

Each Series pays all of its routine operational, administrative and other ordinary expenses and its allocable share of all routine operational, administrative and other ordinary expenses of the Trust generally, as determined by the Managing Owner including, but not limited to, accounting and computer services, the fees and expenses of the Trustee, legal and accounting fees and expenses, tax preparation expenses, filing fees, printing, mailing and duplication costs. For Series J, such routine expenses are currently estimated to be 0.68%; for Series G such routine expenses are currently estimated to be 2.63%. The Managing Owner has voluntarily agreed to pay and/or reimburse Series G to the extent that actual expenses in any month are in excess of 1/12 of 1.50% of Series G’s Net Asset Value, although the Managing Owner may discontinue such practice at any time in its sole discretion. Actual expenses may be higher or lower. The Managing Owner expects that as the Net Asset Value of a Series increases, the routine expenses of such Series will decline as a percentage of such Series’ Net Asset Value.

Organization and Offering Expenses

Expenses incurred in connection with organizing of the Trust and the initial offering of Units were $1,450,801, of which $23,239 was allocated to Series G and $1,380,739 was allocated to Series J. Such organizational and initial offering expenses were paid by the Managing Owner, subject

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to reimbursement by the Trust, without interest, in 36 monthly payments during each of the first 36 months of the Trust’s operations; provided, however, that in no event shall the Managing Owner be entitled to reimbursement for such expenses in an aggregate amount in excess of 2.5% of the aggregate amount of all subscriptions accepted by the Trust during the initial offering period and the first 36 months of the Trust’s operations. If a Series terminates prior to completion of the foregoing reimbursement, or the full amount of such expenses has not been fully reimbursed by the end of such 36 month period, the Managing Owner will not be entitled to receive any further reimbursement in respect of such expenses and such Series will have no further obligation to make reimbursement payments in respect of such expenses from such Series. As of February 28, 2007, Series G and Series J have reimbursed the Managing Owner $8,475 and $357,127, respectively.

The Managing Owner also will be responsible for the payment of all offering expenses of each Series incurred during the offering; provided, however, that the amount of such offering expenses paid by the Managing Owner shall be subject to reimbursement by such Series, without interest, in up to 36 monthly payments during each of the first 36 months following the month in which such expenses were paid by the Managing Owner. If such Series terminates prior to the completion of any such reimbursement, or the full amount of such expenses has not been fully reimbursed by the end of such 36 month period, the Managing Owner will not be entitled to receive, and such Series will not be required to pay, any unreimbursed portion of such expenses outstanding as of the date of such termination. Expenses incurred in connection with ongoing offering of Units are $868,054, of which $19,045 has been allocated to Series G and $817,897 has been allocated to Series J. As of February 28, 2007, no ongoing offering expenses have been reimbursed to the Managing Owner.

In no event will the aggregate amount of payments by a Series in any month in respect of reimbursement of organizational and offering expenses (whether incurred prior to or during the offering) exceed 0.50% per annum of the Net Asset Value of such Series as of the beginning of such month.

Organization and offering expenses means 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:

• initial and ongoing registration fees, filing fees, escrow fees and taxes

• costs of preparing, printing (including typesetting), amending, supplementing, mailing and distributing the Registration Statement, the exhibits thereto and the Prospectus during the initial offering period and the offering

• 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 offering period and the offering

• travel, telegraph, telephone and other expenses in connection with the offering and issuance of the Units during the initial offering period and the offering

• accounting, auditing and legal fees (including disbursements related thereto) incurred in connection therewith and

• any extraordinary expenses (including, but not limited to, legal claims and liabilities and litigation costs and any permitted indemnification associated therewith) related thereto.

Organizational and offering expenses will be allocated among the Series as determined by the Managing Owner to be fair and equitable provided that any such expenses attributable to a single Series shall be borne by such Series alone.

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

Service Fees – General

The Selling Agent and the Managing Owner have selected the Correspondent Selling Agents to assist in the making of offers and sales of Units and to provide customary ongoing services to the Trust and its Unitholders for commodities related brokerage services. Such ongoing services may include, without limitation:

• advising Unitholders of the Net Asset Value of the Trust, of the relevant Series of the Trust and of their Units in such Series

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• responding to Unitholders’ inquiries about monthly statements and annual reports and tax information provided to them

• advising Unitholders whether to make additional capital contributions to the Trust or to redeem their Units

• assisting with redemptions of Units

• providing information to Unitholders with respect to futures and forward market conditions and

• providing further services that may be requested by Unitholders.

Any Correspondent Selling Agent that will receive any ongoing 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 Correspondent 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 I – Service Fee

The Trust pays to the Selling Agent a Service Fee in respect of the Class I Units of each Series, monthly in arrears, equal to 1/12^th of 2.00% (2.00% per annum) of the Net Asset Value per Unit of the outstanding Class I Units at the beginning of the month for services provided to the Trust and its Unitholders. The Service Fee is compensation which remains payable with respect to the Class I Units for as long as such Units are outstanding. Payment of the Service Fee is subject to rules, regulations and interpretations of the National Association of Securities Dealers Regulation, Inc.

The Correspondent Selling Agents are entitled to receive from the Selling Agent in respect of Class I Units sold by them an initial service fee for commodities brokerage related services in an amount equal to two percent (2.00%) of the initial Net Asset Value of each Class I Unit sold by the Correspondent Selling Agents, payable on the date such Units are purchased and, commencing with the thirteenth month after the purchase date of a Class I Unit, an ongoing monthly service fee equal to 1/12^th of 2.00% (2.00% per annum) of the Net Asset Value per Unit at the beginning of the month of each Class I Unit sold by the Correspondent Selling Agents. In exchange for paying the Correspondent Selling Agents the initial service fee in advance, the Selling Agent will retain the Service Fee paid by the Trust in respect of each Class I Unit during the first twelve months after the date of purchase. Thereafter, the entire amount of the Selling Fee will be paid over to the Correspondent Selling Agent by the Selling Agent.

The aggregate amount to be paid by the Trust to the Selling Agent under the foregoing arrangement may be more or less than the amount paid to the Correspondent Selling Agent by the Selling Agent in respect of the same Class I Unit. If the aggregate amount paid to the Selling Agent by the Trust during such twelve month period in respect of a Class I Unit exceeds the amount paid to the Correspondent Selling Agent by the Selling Agent on the original purchase date of such Class I Unit, the Selling Agent will not be required to repay any such excess to the Trust. If the amount paid to a Correspondent Selling Agent by the Selling Agent on the original purchase date of a Class I Unit exceeds the aggregate amount paid to the Selling Agent by the Trust during such twelve month period in respect of such Class I Unit, the Trust will not be required to pay any such excess to the Selling Agent.

Class II

Class II Units may only be offered to investors who are represented by approved Correspondent 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 II Units will not be charged any Service Fee in respect of such Class II Units.

Redemption Charge

There is no redemption charge in respect of Class II Units.

A Class I Unitholder who redeems a Class I Unit prior to the first anniversary of the purchase of such Unit will be subject to a redemption charge in an amount equal to the product of (i) the Net Asset Value per Unit on the redemption date of the Units being redeemed, multiplied by (ii) the number of months remaining before the first anniversary of the date such Units were purchased, multiplied by (iii) 1/12^th of 2.00%. There is no redemption charge for Class I Units on or after the first anniversary of their purchase.

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A Class I Unitholder who exchanges a Class I Unit prior to the first anniversary of the purchase of such Unit will not be subject to a redemption charge in respect of the Unit being redeemed in connection with the Exchange. A Unit acquired in an exchange that is subsequently redeemed will be subject to the redemption charge as if the Unit acquired in connection with the exchange had been acquired on the purchase date of the Unit redeemed in connection with the exchange. For example, if Class I Units of Series G are purchased effective on August 1, 2007 and subsequently exchanged for Class I Units of Series J effective November 1, 2007, no redemption charge would apply. The original purchase date of those Class I Units of Series J would be deemed to remain August 1, 2007. Therefore, if those Class I Units of Series J are redeemed at any month-end before July 31, 2008, a redemption charge would apply at such time.

Redemption charges do not reduce Net Asset Value or New High Net Trading Profit for any purpose, only the amount that Unitholders receive upon redemption.

In the event that an investor acquires Units at more than one closing date, the redemption charge will be calculated on a “first-in, first-out” basis for redemption purposes (including determining the amount of any applicable redemption charge).

The redemption charge is paid by the redeeming Unitholder to the Selling Agent.

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.

WHO MAY SUBSCRIBE

The Selling Agent and the Correspondent 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. 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.

The Managing Owner sends each Unitholder of each Series a monthly statement that includes a description of performance of such Series during the prior month and sets forth, among other things, the brokerage commissions, the Adviser’s base fee and Incentive Fee in respect of such Series during such month and on a year-to-date basis.

THE CLEARING BROKER AND FUTURES BROKER

The Series’ (and the Trading Vehicle’s) clearing broker is UBS Securities. UBS Securities also acts as the Series’ (and the Trading Vehicle’s) futures broker. UBS Securities has not been involved in the organization of the Trust and does not take any part in the Trust’s ongoing management. UBS Securities is not affiliated with the Managing Owner, nor is UBS Securities responsible for the activities of the Managing Owner. UBS Securities principal business address is 677 Washington Blvd, Stamford, CT 06901. 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 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 will act only as a clearing broker for both Series and as such will be paid commissions for executing and clearing trades on behalf of both Series. UBS Securities has not passed upon the adequacy or accuracy of this Prospectus. UBS Securities neither will act in any supervisory capacity with respect to the Managing Owner nor participate in the management of the Managing Owner, the Trust or any Series.

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Additional or replacement clearing brokers or futures brokers may be appointed in respect of the account of a Series of the Trust in the future.

CONFLICTS OF INTEREST

General

The Managing Owner has not established any formal procedure to resolve conflicts of interest. Consequently, investors will be dependent on the good faith of the respective parties subject to such conflicts to resolve them equitably. Although the Managing Owner attempts to monitor these conflicts, it is extremely difficult, if not impossible, for the Managing Owner to ensure that these conflicts do not, in fact, result in adverse consequences to either Series of the Trust.

Prospective investors should be aware that the Managing Owner presently intends to assert that Unitholders have, by subscribing to a Series of the Trust, consented to the following conflicts of interest in the event of any proceeding alleging that such conflicts violated any duty owed by the Managing Owner to investors.

The Managing Owner

Other Investment Products Sponsored by the Managing Owner and its Affiliates

The Managing Owner and its affiliates sponsor and operate other commodity pools and alternative investment products. The Managing Owner and its principals and affiliates have investments in certain of such products. The Managing Owner has a conflict of interest in allocating its own resources among different clients. The Managing Owner cannot and will not devote all of its time or resources to the management of the business and affairs of the Trust but intends to devote sufficient time and resources properly to manage the business and affairs of the Trust consistent with its fiduciary duties to the Trust and the Managing Owner’s other clients.

Registrations of Certain Principals of the Managing Owner with Affiliates

Certain principals of the Managing Owner are registered with affiliates of the Managing Owner. Such principals have a conflict of interest in allocating their time among the Managing Owner and its affiliates, and each of the Managing Owner’s and such affiliates’ clients. Such principals cannot and will not devote all of their time or resources to the management of the business and affairs of the Trust but intend to devote sufficient time and resources properly to manage the business and affairs of the Trust consistent with their duties to the Trust and the other clients of the Managing Owner and its affiliates.

The Advisors

Other Clients and Business Activities of the Advisors

The Advisors and their principals each devote their business time to ventures in addition to managing the assets of the Series.

The Advisors may have a conflict of interest in rendering advice to the relevant Series of the Trust because of other accounts managed or traded by them or their affiliates, including accounts owned by their principals, which may be traded differently from the account of the relevant Series of the Trust. The Advisors may have financial incentives to favor certain accounts over the relevant Series of the Trust.

Brokers and Dealers Selected by Advisors

Certain of the Advisors may require, as a condition of their retention, that the account of the Series which they trade must trade through specific executing brokers with which such Advisors have ongoing business dealings. Such Advisors may have a conflict of interest between insisting on the use of such brokers and using the brokers most advantageous for such Series.

Certain of the Advisors may execute a number of the trades for the account of the Series which they trade through affiliated floor brokers or foreign exchange dealers, which will be compensated for their trading services.

The Clearing Broker, the Futures Broker and Executing Brokers

Any clearing broker, including the Clearing Broker, any futures broker, including the Futures Broker, and any executing broker selected by an Advisor may act from time to time as a commodity broker for other accounts with which it is affiliated or in which it or one of its affiliates has a financial interest. The compensation received by the Clearing Broker, the Futures Broker and executing brokers from such accounts may be more or less than the compensation received for brokerage and forward trading services provided to the Series of the Trust. In

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addition, various accounts traded through the Clearing Broker, the Futures Broker and executing brokers (and over which their personnel may have discretionary trading authority) may take positions in the futures markets opposite to those of the Series of the Trust or may compete with the Series of the Trust for the same positions. The Clearing Broker, the Futures Broker and executing brokers may have a conflict of interest in their execution of trades for the Series of the Trust and for other customers. The Managing Owner will, however, not retain any clearing broker or futures broker for a Series of the Trust which the Managing Owner has reason to believe would knowingly or deliberately favor any other customer over the Series of the Trust with respect to the execution of commodity trades.

The Clearing Broker, the Futures Broker and executing brokers will benefit from executing orders for other clients, whereas a Series of the Trust may be harmed to the extent that the Clearing Broker, the Futures Broker and executing brokers have fewer resources to allocate to such Series’ accounts due to the existence of such other clients.

Certain officers or employees of the Clearing Broker, the Futures Broker and executing brokers may be members of United States commodities exchanges and/or serve on the governing bodies and standing committees of such exchanges, their clearinghouses and/or various other industry organizations. In such capacities, these officers or employees may have a fiduciary duty to the exchanges, their clearinghouses and/or such various other industry organizations that could compel such employees to act in the best interests of these entities, perhaps to the detriment of a Series of the Trust.

Selling Agents

The Selling Agent and the Correspondent Selling Agents to be selected for the Series of the Trust will receive the service fee in respect of Class I Units sold by them. The individual registered representatives of the Selling Agents and the Correspondent Selling Agents will themselves receive a significant portion of the compensation paid to the Selling Agents. Consequently, they will have a conflict of interest both in recommending the purchase of Units by their clients and in counseling clients as to whether to redeem.

Proprietary Trading/Other Clients

The Managing Owner, the Advisors, the Clearing Broker, the Futures Broker and their respective principals and affiliates may trade in the commodity markets for their own accounts and for the accounts of their clients, and in doing so may take positions opposite to those held by the Series of the Trust or may compete with the Series of the Trust for positions in the marketplace. Such trading may create conflicts of interest on behalf of one or more such persons in respect of their obligations to the Series of the Trust. Records of proprietary trading and trading on behalf of other clients will not be available for inspection by Unitholders.

Because the Managing Owner, the Advisors, the Clearing Broker, the Futures Broker and their respective principals and affiliates may trade for their own accounts at the same time that they are managing the accounts of the Series of the Trust, prospective investors should be aware that — as a result of a neutral allocation system, testing a new trading system, trading their proprietary accounts more aggressively or other activities not constituting a breach of fiduciary duty — such persons may from time to time take positions in their proprietary accounts which are opposite, or ahead of, the positions taken for the Series of the Trust.

Ancillary Business Arrangements Between the Managing Owner and Certain Advisors

The Managing Owner and some of the 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 that employ one or more of the Advisors. In addition, an affiliate of the Managing Owner may act as the selling agent for an investment fund operated by one or more of the Advisors. These business arrangements may present a disincentive for the Managing Owner to terminate such Advisors even though termination may be in the best interest of the Series for which they trade.

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 Advisors if the Trust’s assets are not reduced by distributions to the Unitholders.

Receipt of Soft Dollars

Certain of the Advisors may receive services or products provided by a commodity broker, a practice

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known as receiving “soft dollars.” Such services of products may be used to provide appropriate assistance to such Advisors 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 Advisors’ investment decision making. As a result, such Advisor 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.

Neither the Managing Owner nor any of its principals receive any “soft dollar” compensation.

Incentive Fees

The Incentive Fee arrangement between each Series and its Advisor or Advisors (in the case of Series J) may create an incentive for the Advisor 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.

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.

UBS Securities LLC

Kenmar Holdings Inc., the parent company of the Managing Owner and the Selling Agent, has entered into a loan agreement with UBS Loan Finance, LLC, an affiliate of UBS Securities, whereby UBS Loan Finance may make loans to KHI, among other things, to facilitate the Selling Agent’s payment of the initial service fee with respect to the Class I Units. UBS Loan Finance may make or deny a loan in its sole discretion. In the event of a default by KHI, UBS Loan Finance may call any or all outstanding loans. Moreover, UBS Loan Finance may terminate the loan agreement or call any or all outstanding loans at any time in its sole discretion.

While the existence of this credit facility could be thought to have influenced the selection or continued retention of UBS Securities to serve as the clearing and futures broker on behalf of the Series, the provision of the credit facility was not a material inducement regarding selection or continued retention of UBS Securities to serve as the clearing and futures broker of the Series.

REDEMPTIONS AND DISTRIBUTIONS

Each Series of the Trust is intended as a long-term “buy and hold” investment. The objective of each Series of the Trust is to achieve significant profits over time while controlling the risk of loss. However, there can be no assurance that a Series of the Trust will meet its objectives, and Unitholders may exacerbate their losses by “buying and holding” an investment in the Units of a Series in the event that such Series sustains a prolonged period of losses.

A Unitholder may redeem any or all of his or her Units as of the close of business on the last Business Day of any calendar month — beginning with the end of the first month following such Unitholder’s purchase of such Units — at Net Asset Value, provided that the Request for Redemption is received by the Managing Owner by 10:00 AM New York time at 900 King Street, Suite 100, Rye Brook, New York 10573, at least five (5) Business Days prior to the end of such month excluding the last Business Day of the month. For example, if the last Business Day of the month is a Friday, notice must be received by the Managing Owner by 10:00 AM New York time on the Friday of the immediately preceding week. Redemption requests received before the foregoing deadline may be withdrawn before the foregoing deadlines. The Managing Owner may, in its sole discretion and for good cause, waive notice deadlines for redemptions. Your minimum redemption request may be the lesser of either $1,000 or ten (10) Units; provided that, if you are redeeming less than all your Units, your remaining Units in a Series must have an aggregate Net Asset Value of at least $500. If you only redeem some of your Units, and as a result, your account balances fall below the minimum investment amount (i.e., $500) you may be compulsorily redeemed at the Managing Owner’s sole discretion. The Net Assets of each Series are its assets less its liabilities determined in accordance with generally accepted accounting principles. Net Asset Value per Unit of a Series is equal to the Net Assets of such Series divided by the number of Units of such Series outstanding as of the date of determination.

In the event that an investor acquires Units of a Series at more than one time, his or her Units of such Series are treated on a “first-in, first-out” basis for purposes of determining whether (or what) redemption charges apply.

To redeem Units, Unitholders may contact their respective Correspondent Selling Agent (in writing if

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required by such Correspondent Selling Agent). Correspondent Selling Agents must notify the Managing Owner in writing in order to effectuate redemptions of the Units. A signature guarantee may be required by your Correspondent Selling Agent or the Managing Owner. However, a Unitholder who no longer has a Correspondent Selling Agent account must request redemption in writing (signature guaranteed unless waived by the Managing Owner) by corresponding with the Managing Owner.

The Managing Owner may declare additional redemption dates, including Special Redemption Dates that involve a suspension of trading, upon notice to the Unitholders.

Redemption proceeds generally will be paid out within fifteen (15) Business Days of redemption. However, in special circumstances, including, but not limited to, default or delay in payments due to the relevant Series from banks or other persons, such Series may in turn delay payment to persons requesting redemption of Units of the proportionate part of the redemption value of their Units equal to the proportionate part of the Net Assets of such Series represented by the sums that are the subject of such default or delay. No such delays have been imposed to date by any fund sponsored by the Managing Owner or its affiliates.

The Net Asset Value per Unit as of the date of redemption may differ substantially from the Net Asset Value per Unit as of the date by which irrevocable notice of redemption must be submitted.

The Managing Owner has not made, and has no intention of making, any distribution from the profits or capital of a Series to its Unitholders.

Unitholders do not need to redeem all their Units of a Series in order to redeem some of their Units of such Series.

THE TRUST, THE SERIES, THE TRUSTEE AND THE MANAGING OWNER; CERTAIN MATERIAL TERMS OF THE TRUST DECLARATION

The following summary describes in brief certain aspects of the operation of the Trust and the Series, the Trustee’s and the Managing Owner’s respective responsibilities concerning the Trust and the Series and the material terms of the Declaration of Trust. Prospective investors should carefully review the Declaration of Trust attached hereto as Exhibit A and consult with their own advisers concerning the implications to such prospective subscribers of investing in a Series of a Delaware Statutory Trust. Capitalized terms used in this section and not otherwise defined shall have such meanings assigned to them under the Declaration of Trust.

Principal Office; Location of Records

The Trust is organized in a series as a statutory trust under the Delaware Statutory Trust Act. The Trust is administered by the Managing Owner, whose office is located 900 King Street, Suite 100, Rye Brook, New York 10573, telephone: (914) 307-7000. The records of the Trust, including a list of the Unitholders of each Series and their addresses, are located at the foregoing address, and available for inspection and copying (upon payment of reasonable reproduction costs) by Unitholders of such Series or their representatives for any purposes reasonably related to a Unitholder’s interest as a beneficial owner of such Series during regular business hours as provided in the Declaration of Trust. The Managing Owner will maintain and preserve the books and records of the Trust for a period of not less than six years.

The Trust is formed and will be operated in a manner such that each Series will be liable only for obligations attributable to such Series and Unitholders of a Series will not be subject to the losses or liabilities of the other Series. If any creditor or Unitholder in a Series asserted against the Trust a valid claim with respect to its indebtedness or Units, the creditor or Unitholder 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 the other Series or the Trust generally or any of their respective assets. The assets of a 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 the Delaware Statutory Trust Act, which provides that if certain conditions (as set forth in Section 3804(a)) are met, then the debts of a particular Series will be enforceable only against the assets of such Series and not against the assets of the other Series or the Trust generally.

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In furtherance of the Inter-Series Limitation on Liability, every party, including the Unitholders, the Trustee and all parties providing goods or services to the Trust, a Series or the Managing Owner on behalf of the Trust or a Series, will acknowledge and consent in writing to:

• the Inter-Series Limitation on Liability with respect to such party’s Claims or Units;

• voluntarily reduce the priority of its Claims against and Units in the Trust or a 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 a 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 the other Series or the Trust generally) equal to the treatment received by all other creditors and Unitholders that dealt with such Series; and

• 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 the other Series.

Certain Aspects of the Trust and the Series

Each Series of the Trust is the functional equivalent of a limited partnership; prospective investors should not anticipate any legal or practical protections under Delaware Statutory Trust Act greater than those available to limited partners of a limited partnership.

No special custody arrangements are applicable to a Series of the Trust that would not be applicable to a limited partnership, and the existence of a trustee should not be taken as an indication of any additional level of management or supervision over a Series of the Trust. To the greatest extent permissible under Delaware law, the Trustee acts in an entirely passive role, delegating all authority over the operation of each Series of the Trust to the Managing Owner. The Managing Owner is the functional equivalent of a sole general partner in a limited partnership.

Although Units of beneficial interest in a Series need not carry any voting rights, the Declaration of Trust gives Unitholders of each Series voting rights in respect of the business and affairs of such Series comparable to those typically extended to limited partners in publicly-offered futures funds.

The Trustee

Wilmington Trust Company, a Delaware banking corporation, is the sole Trustee of the Trust and each Series. The Trustee’s principal offices are located at Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890-0001. The Trustee is unaffiliated with the Managing Owner or the Selling Agents. The Trustee’s duties and liabilities with respect to the offering of the Units and the administration of each Series of the Trust are limited to its express obligations under the Declaration of Trust.

The rights and duties of the Trustee, the Managing Owner and the Unitholders are governed by the provisions of the Delaware Statutory Trust Act and by the Declaration of Trust.

The Trustee serves as the sole trustee of the Trust and each of the Series in the State of Delaware. The Trustee will accept service of legal process on the Trust or a Series of the Trust in the State of Delaware and will make certain filings under the Delaware Statutory Trust Act The Trustee does not owe any other duties to the Trust, the Managing Owner or the Unitholders of a Series. The Trustee is permitted to resign upon at least 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 Declaration of Trust provides that the Trustee is compensated by each Series of the Trust, and is indemnified by each Series of the Trust against any expenses it incurs relating to or arising out of the formation, operation or termination of such Series or the performance of its duties pursuant to the Declaration of Trust, except to the extent that such expenses result from the gross negligence or willful misconduct of the Trustee. The Managing Owner has the discretion to replace the Trustee.

The Managing Owner and the Series have signed the Registration Statement of which this

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Prospectus is a part, and only the assets of the Series and the Managing Owner are subject to issuer liability under the federal securities laws for the information contained in this Prospectus and under federal and state laws 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 is limited solely to the express obligations of the Trustee set forth in the Declaration of Trust.

Under the Declaration of Trust, the Trustee has delegated to the Managing Owner the exclusive management and control of all aspects of the business of each Series of the Trust. The Trustee will have no duty or liability to supervise or monitor the performance of the Managing Owner, nor will 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” of each Series of the Trust for purposes of the Internal Revenue Code of 1986, as amended. The Unitholders of a Series have no voice in the operations of such Series, other than certain limited voting rights as set forth in the Declaration of Trust. 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 the Managing Owner has been notified by the Unitholders that it 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 and each of the Series.

Because the Trustee has delegated substantially all of its authority over the operation of each Series of the Trust to the Managing Owner, the Trustee itself is not registered in any capacity with the CFTC.

The Managing Owner

Background and Principals

Preferred Investment Solutions Corp. is the Managing Owner and commodity pool operator of the Trust and is a wholly-owned subsidiary of Kenmar Holdings Inc., or KHI), which has been a principal of the Managing Owner since January 31, 1989. Kenneth A. Shewer is the Managing Owner’s Chairman and Co-Chief Executive Officer and Marc S. Goodman is its President and Co-Chief Executive Officer. Messrs. Shewer and Goodman are the Managing Owner’s sole directors. All of the Managing Owner’s stock is owned, indirectly and equally, via KHI, by Messrs. Shewer and Goodman. The Managing Owner has been registered with the CFTC as a commodity pool operator since February 7, 1984 and is a member of the NFA in such capacity. Its principal place of business is 900 King Street, Suite 100, Rye Brook, New York 10573, telephone number (914) 307-7000. The Managing Owner and its affiliates focus on the design and management of investment programs in the hedge fund and managed futures sector. The registration of the Managing Owner with the CFTC and its membership in the NFA must not be taken as an indication that either the CFTC or the NFA has recommended or approved either the Managing Owner or the Trust.

The Managing Owner and/or its Affiliates have agreed to purchase and maintain an interest in each Series in an amount not less than 1% of the Net Asset Value of such Series or $25,000, whichever is greater. As of February 28, 2007, the Managing Owner have subscribed for 143.8108 Series G, Class I General Units, 121.6298 Series G, Class II General Units, 7,461.8705 Series J, Class I General Units and 466.4808 Series J, Class II General Units.

Messrs. Shewer and Goodman, as the sole indirect owners of the Managing Owner, are deemed to beneficially own the Units in each Series owned by the Managing Owner. In addition, Ms. Esther E. Goodman is deemed to beneficially own the Units in each Series that are deemed to be beneficially owned by Mr. Marc S. Goodman. No other principal of the Managing Owner owns any Units in the Trust or any Series.

Effective October 1, 2004, the Managing Owner assumed responsibility as the commodity pool operator and managing owner of nine (9) public commodity pools and four open-ended investment companies, which were exempted commodity pools in Ireland. Effective as of February 28, 2007, the Managing Owner serves as the commodity pool operator and managing owner of nine (9) public commodity pools (including each of Series G and Series J) and one open-ended investment company, which is an exempted commodity pool in Ireland. See “Performance of Commodity Pools Operated by the Managing Owner and its Affiliates” on pages 111-115.

In 2004, the Managing Owner purchased Prudential Securities Futures Management, Inc., or PSFMI, from Prudential Securities Group Inc. Pursuant to a Certificate of Merger filed with the Delaware Secretary of State on October 1, 2004, PSFMI was merged into the Managing Owner, with

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the Managing Owner as the surviving corporation. Pursuant to such merger, the Managing Owner attained the rights to the World Monitor Trust investment funds.

No administrative, civil, or criminal action has ever been brought against the Managing Owner, any of its principals or the Trust.

For the past performance of each Series, see “Performance of the Trust” on pages 29 to 31. For past performance of other commodity pools managed by the Managing Owner, see “Performance of Commodity Pools Operated by the Managing Owner and its Affiliates” from pages 111-115.

Principals and Key Employees

Mr. Marc S. Goodman and Mr. Kenneth A. Shewer are the founders, co-Chief Executive Officers and co-Chief Investment Officers of the Managing Owner. Mr. Shewer is the Managing Owner’s Chairman and Mr. Goodman is its President. Messrs. Goodman and Shewer are the Managing Owner’s sole directors. All of the Managing Owner’s stock is owned, indirectly and equally, via KHI, by Messrs. Goodman and Shewer. Together, Messrs. Goodman and Shewer bring to the Trust and the Managing Owner more 60 years of combined experience in commodities, futures, and alternative investments.

Messrs. Goodman and Shewer are the co-Chief Investment Officers and co-Chairmen of the Managing Owner’s Investment Committee, and as such are ultimately responsible for selecting traders and trading strategies for the Trust and each Series and for allocating Series assets.

Mr. Kenneth A. Shewer (born 1953) has been a principal, associated person and NFA associate member of the Managing Owner since February 8, 1984, May 1, 1985 since August 1, 1985, respectively. He has been Chairman and Co-Chief Executive Officer of the Managing Owner since February 1984. Mr. Shewer has been Chairman and Co-Chief Executive Officer of: Kenmar GIM Inc. (formerly Kenmar Global Investment Management Inc.), or KGIM Inc., since February 1999; Kenmar Global Investment Management LLC, or KGIM LLC, since its inception in October 2005; Kenmar IA Corp. (formerly Kenmar Investment Adviser Corp.), or KIAC, from August 1983 to January 2007; and Kenmar Global Strategies Inc., or KGSI, from December 1995 to May 2006. Mr. Shewer has been a director of Kenmar Securities Inc., or KSEC, since December 1995. Mr. Shewer is co-Chairman of the Investment Committee. Mr. Shewer was employed by Pasternak, Baum and Co., Inc., or Pasternak Baum, an international cash commodity firm, from June 1976 until September 1983. Mr. Shewer created and managed Pasternak, Baum’s Grain Logistics and Administration Department and created its Domestic Corn and Soybean Trading Department. Mr. Shewer’s responsibilities at Pasternak, Baum included merchandising South American grain and exporting United States corn and soybeans. In 1982, Mr. Shewer became co-manager of Pasternak, Baum’s F.O.B. Corn Department. In 1983, Mr. Shewer was made Vice President and Director of Pasternak, Baum. Mr. Shewer has traveled extensively in South America and Europe in connection with the commodity business and has organized and effected grain and oilseed sales in those regions, the former Soviet Union, and the Far East. While at Pasternak, Baum, Mr. Shewer was a member of the St. Louis Merchants Exchange and was associated with the National Grain and Feed Association and the North American Export Grain Association.

Mr. Shewer graduated from Syracuse University with a B.S. degree in 1975.

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

Mr. Marc S. Goodman (born 1948) has been a principal, associated person and NFA associate member of the Managing Owner since February 7, 1984, May 1, 1985 since August 1, 1985, respectively. He has been President and Co-Chief Executive Officer of the Managing Owner since February 1984. Mr. Goodman has been President, Co-Chief Executive Officer and Treasurer of: KGIM Inc. since February 1999; KGIM LLC since its inception in October 2005; KIAC from August 1983 to January 2007; and KGSI from December 1995 to May 2006. Mr. Goodman has been a director of KSEC since December 1995. Mr. Goodman is co-Chairman of the Investment Committee. Mr. Goodman joined Pasternak, Baum in September 1974 and was a Vice President and Director from July 1981 until September 1983. While at Pasternak, Baum, Mr. Goodman was largely responsible for business development outside of the United States, for investment of its corporate retirement funds, and for selecting trading personnel in the Vegetable Oil Division Mr. Goodman also created and developed

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Pasternak, Baum’s Laric Oils Department. Mr. Goodman has conducted extensive business in South America, Europe and the Far East; he has been a merchandiser of all major vegetable oils and their by-products, and of various other commodities such as sunflower seeds, frozen poultry, pulses and potatoes.

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

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

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

Ms. Esther Eckerling Goodman (born 1952) has been a principal, associated person and NFA associate member of the Managing Owner since May 12, 1988, July 17, 1986 and July 17, 1986, respectively. She joined the Managing Owner in July 1986 and is its Chief Operating Officer and Senior Executive Vice President. Ms. Goodman has been Senior Executive Vice President and Chief Operating Officer of: KGIM Inc. since February 1999; KGIM LLC since its inception in October 2005; KIAC from July 1986 to January 2007; and KGSI from December 1995 to May 2006. Ms. Goodman has been a registered with KSEC since December 1995. Ms. Goodman is a member of the Investment Committee. Ms. Goodman has been involved in the futures industry since 1974. From 1974 through 1976, she was employed by Conti-Commodity Services, Inc. and ACLI Commodity Services, Inc., in the areas of hedging, speculative trading and tax arbitrage. In 1976, Ms. Goodman joined Loeb Rhoades & Company, Inc. where she was responsible for developing and managing a managed futures program which, in 1979, became the trading system for Westchester Commodity Management, an independent commodity trading advisor of which Ms. Goodman was a founder and principal. From 1983 through mid-1986, Ms. Goodman was employed as a marketing executive at Commodities Corp. (USA) of Princeton, New Jersey. Ms. Goodman was a Director of the Managed Futures Trade Association from 1987 to 1991 and a Director of its successor organization, the Managed Futures Association, from 1991 to 1995 (now the Managed Funds Association). Ms. Goodman graduated from Stanford University with a B.A. degree in psychology in 1974.

Mr. Braxton Glasgow III (born 1953) has been a principal, associated person, branch manager and NFA associate member of the Managing Owner since June 21, 2001, June 21, 2001, July 13, 2004 and June 8, 2001, respectively. Mr. Glasgow has been an Executive Vice President of the Managing Owner since joining the Managing Owner is May 2001. Mr. Glasgow has been Executive Vice President of: KGIM Inc. since June 2001; KGIM LLC since its inception in October 2005; KIAC from June 2001 to January 2007; and KGSI from June 2001 to May 2006. Mr. Glasgow has Chief Executive Officer of KSEC since June 2001. Mr. Glasgow is responsible for business development. Mr. Glasgow is a member of the Investment Committee. Previously, he served as Executive Vice President, Director of Client Services and a Principal at Chesapeake Capital Corp., a commodities trading firm, and as Senior Managing Director at Signet Investment Banking Co. Mr. Glasgow began his career at PricewaterhouseCoopers, where he specialized in mergers and acquisitions and private equity, including extensive work in Europe and the Far East. Mr. Glasgow received a B.S. in Accounting from the University of North Carolina at Chapel Hill and is a Certified Public Accountant. From 1994 to 1995, he was President of the Jay Group Ltd. Mr. Glasgow received a B.S. degree in accounting from the University of North Carolina in 1975.

Ms. Maureen D. Howley (born 1967) has been a principal of the Managing Owner since August 11, 2003. She has been a Senior Vice President and Chief Financial Officer of the Managing Owner since joining the Managing Owner in July 2003. Ms. Howley has been Senior Vice President and Chief Financial Officer of: KGIM Inc. and KSEC since August 2003; KGIM LLC since its inception in October 2005; KIAC from August 2003 to January 2007; and KGSI from August 2003 to May 2006. She is responsible for corporate finance. From July 2001 until July 2003, Ms. Howley was an Associate at

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Andor Capital Management, LLC, an equity hedge fund company. At Andor, she was responsible for managing the corporate accounting functions. Previously, she was the Controller at John W. Henry & Company, Inc., a commodity-trading advisor, or JWH, where she held positions of increasing responsibility from September 1996 to July 2001. She began her career at Deloitte & Touche where she specialized in the financial services industry. She held many positions of increasing responsibility for seven years, and left as an Audit Senior Manager in September 1996 to join JWH. Ms. Howley received a B.A. in Accounting from Muhlenberg College in 1989 and designation as a Certified Public Accountant in 1990.

Mr. Lawrence S. Block (born 1967) has been a principal of the Managing Owner since March 17, 2005 and a Senior Vice President and General Counsel of the Managing Owner since joining the Managing Owner in March 2005. Mr. Block has been Senior Vice President and General Counsel of: KGIM Inc. and KSEC since March 2005; KGIM LLC since its inception in October 2005; KIAC from March 2005 to January 2007; and KGSI from March 2005 to May 2006. Prior to joining the Managing Owner, Mr. Block was a Managing Director and General Counsel of Lipper & Company, L.P., a New York-based investment management firm, from January 1998 until March 2005. Prior to joining Lipper & Company, Mr. Block was a senior associate at the law firm Cadwalader, Wickersham & Taft in New York from May 1996 through December 1997. Mr. Block also worked as an associate at the law firm Proskauer Rose Goetz & Mendelsohn from September 1992 through May 1996. Mr. Block received a B.S. in Business Administration with a concentration in Accounting from the University of North Carolina at Chapel Hill in 1989 and a J.D. from the University of Pennsylvania School of Law in 1992. Mr. Block is a member of the Commodity Pool Operator and Commodity Trading Advisory Subcommittee of the NFA’s Nominating Committee.

Mr. David Spohr (born 1963), Senior Vice President and Director of Fund Administration, joined the Managing Owner in 2005. Mr. Spohr was Vice President and Director of Fund Administration of: KGIM Inc. and KIAC from April 2005 to October 2006; and KGIM LLC from October 2005 to October 2006. Mr. Spohr has been Senior Vice President and Director of Fund Administration of: KGIM Inc. and KGIM LLC since October 2006; and KIAC from October 2006 to January 2007. He is responsible for the development and execution of the administration group support responsibilities and, as Director of Fund Administration, functions as the Principal Financial and Accounting Officer of the Trust. From 2002 to 2005, Mr. Spohr was a Vice President at Safra Group, where he was responsible for the Alternative Investment operations, tax reporting and pricing valuation. From 1999 to 2002, he was a consultant to Safra Group. From 1994-1999, he was Manager of Investment Services for the Bank of Bermuda, supporting private client transactions. From 1993 to 1994, he was the Manager of Global Operations for Highbridge Capital Corporation during the fund’s infancy. Mr. Spohr received a B.S. in Business Economics from The State University of New York College at Oneonta in 1985 and designation as a Chartered Financial Analyst in 1998.

Ms. Joanne D. Rosenthal (born 1965) has been a principal, associated person and NFA associate member of the Managing Owner since February 29, 2000, February 29, 2000 and November 30, 1999, respectively. Ms. Rosenthal is Senior Vice President and Director of Portfolio Management and Implementation for the Managing Owner. Ms. Rosenthal has been Senior Vice President and Director of Portfolio Management and Implementation of: KGIM Inc. since October 1999; KGIM LLC since its inception in October 2005; KIAC from October 1999 to January 2007; and KGSI from October 1999 to May 2006. Ms. Rosenthal has been a registered representative of KSEC since October 1999. Ms. Rosenthal is a member of the Investment Committee. Prior to joining the Managing Owner in October 1999, Ms. Rosenthal spent nine years at The Chase Manhattan Bank, in various positions of increasing responsibility. From July 1991 through April 1994, she managed the Trade Execution Desk and from May 1994 through September 1999, she was a Vice President and Senior Portfolio Manager of Chase Alternative Asset Management, Inc. Ms. Rosenthal received a Masters of Business Administration with a concentration in Finance from Cornell University and a Bachelor of Arts in Economics from Concordia University in Montreal, Canada.

Mr. Peter J. Fell (born 1960), Senior Vice President, Director of Due Diligence since joining the Managing Owner in September 2004. Mr. Fell has been Senior Vice President and Director of Due Diligence of: KGIM Inc. since September 2004; KGIM LLC since its inception in October 2005; and KIAC from September 2004 to January 2007. He is responsible for manager selection and due diligence. Mr. Fell is a member of the Investment Committee. From 2000 through August 2004, Mr. Fell was a founding partner and Investment Director of Starview Capital Management. Prior to co-founding Starview Capital Management, Mr. Fell was Vice President of Research and Product Development at Merrill Lynch Investment Partners Inc (MLIP). He was responsible

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for the investment evaluation and recommendation process pertaining to MLIP funds and sat on MLIP’s Investment Committee. Prior to joining MLIP, Mr. Fell had been with Deutsche Bank Financial Products Corporation for six years starting in 1989, where he was Vice President in the over-the-counter fixed income derivatives area. From 1985 to 1989, he was employed by Manufacturers Hanover Trust Company, ultimately holding the position of Assistant Vice President in the Swaps and Futures Group. Mr. Fell holds an A.B. cum laude in Music Theory and History and an M.B.A. in Finance from Columbia University.

Mr. Bala Kasturi (born 1964), Senior Vice President and Director of Risk Management, joined the Managing Owner in March 2006. Mr. Kasturi has been Senior Vice President and Director of Risk Management of: KGIM Inc. and KGIM LLC since March 2006; and KIAC from March 2006 to January 2007. He is responsible for investment analytics and portfolio/risk management and collaborates on manager due diligence and analytics. Mr. Kasturi is a member of the Investment Committee. From January 2002 through January 2004, Mr. Kasturi served as a Managing Partner and Portfolio Manager at Vega Asset Management USA LLC and from January 2004 to July 2005, he served as Managing Partner and Portfolio Manager of the Taurus Global Macro Fund at VegaPlus Capital Partners USA LLC. Prior to joining VegaPlus, Mr. Kasturi was a macro fund manager at Bankers Trust/Deutsch Asset Management from January 2000 through December 2001 for the DB Global Macro Fund where he developed quantitative models for valuation and trading across all asset classes and strategies. From October 1997 through December 2000, he was Portfolio Manager at Bankers Trust for a global fixed income fund. Mr. Kasturi worked at Tiger Management from March 1993 through October 1997 as a Risk Manager, where he developed market risk systems and was a member of the Risk Management Committee. Mr. Kasturi has an undergraduate degree in Commerce from Osmania University in India, an MBA from Northeast Louisiana University and a MS in Computer Science from Ballarat University in Australia.

Ms. Melissa Cohn (born 1960), Vice President and Senior Research Analyst, joined the Managing Owner in 1988. Ms Cohn has been a Vice President and Senior Research Analyst of: KGIM Inc. since February 1999; KGIM LLC since its inception in October 2005; KIAC from December 1995 to May 2006; and KGSI from December 1995 until May 2006Ms. Cohn is a member of the Investment Committee. Her responsibilities include manager due diligence, manager analysis, and portfolio/risk management. Ms. Cohn has been involved in the futures industry for over 20 years. Prior to joining the Managing Owner, she spent six years in positions of increasing responsibility in the Commodities Division at Shearson Lehman Hutton Inc. Her experience includes that of Sales Assistant, Assistant Commodity Trader and Trader executing orders from numerous CTAs that traded through Shearson. Ms. Cohn graduated from the University of Wisconsin Madison with a B.S. in Agriculture in 1982.

Mr. James Dodd (born 1951) has been a principal, associated person and NFA associate member of the Managing Owner since February 26, 2002, February 26, 2002 and January 25, 2002, respectively. Mr. Dodd has been a Managing Director of KSEC since February 2002. He is responsible for structuring and marketing investment products to financial institutions and to retail investors via the brokerage and financial consultant channels. Earlier in his career, Mr. Dodd was a senior marketing officer of the Capital Markets Group of Continental Bank in Chicago; President of Signet Investment Banking in Richmond, Virginia; and Managing Director of Financial Institutions Marketing at Chesapeake Capital, a large Richmond-based CTA. Mr. Dodd received an AB degree from Cornell University in 1974 and a M.B.A. degree from the University of Chicago in 1983.

Ms. Jennifer S. Moros (born 1970), Senior Vice President, Marketing and Investor Relations, joined the Managing Owner in January 2007. Ms. Moros has been Senior Vice President, Marketing and Investor Relations of KGIM Inc., KGIM LLC and KSEC since January 2007. From October 2006 until December 2006, she worked at The Bank of New York. Previously, she was the Chief Operating Officer and Director of Marketing of Coronat Capital Management, LLC from November 2004 until September 2005. Previously, she was Vice President and Product Manager at Credit Suisse Asset Management LLC (later Credit Suisse USA LLC and CSFB Alternative Capital Inc.) in their Alternative Capital Division from February 2000 until November 2004. From June 1998 to January 2000, she was a Senior Associate in the Marketing and Business Development areas at Zweig-DiMenna, a large long/short equity hedge fund. Prior to this, she was employed at Symphony Alternative Investments, an alternatives pension consulting firm, from July 1997 to June 1998. From November 1993 until July 1995, Ms. Moros was a Financial Analyst at Bankers Trust and a Business Applications Analyst at National Westminster Bancorp from August 1992 until November 1993. Ms. Moros received an M.B.A in Finance from The Sloan School at the Massachusetts Institute of Technology in 1997 and a B.S. in

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Economics from The Wharton School of the University of Pennsylvania in 1992.

Management of Traders

The Managing Owner’s hallmark is its extensive due diligence and emphasis on vigilant management of its portfolios of traders. The Managing Owner analyzes trading and performance on a daily basis and performs ongoing due diligence with respect to each trader it retains, including the Advisors. This detailed analysis identifies sources of profits and losses for each trader each day, enabling management to make highly informed decisions regarding the performance of each such trader (including the Trust’s Advisors).

Based on the Managing Owner’s perception of market conditions, Advisor performance and other factors, the Managing Owner may determine to remove or replace an Advisor or shift to another trading program of an existing Advisor if profitability, risk assumptions or other significant factors indicate that replacement is in the best interests of the Unitholders of the Trust.

Naturally, these activities require a strong knowledge of trading and markets. The Managing Owner operates and updates continuously a database that tracks over 600 different trading programs offered by traders around the globe. Added to these quantitative data are qualitative assessments based on detailed trader interviews and analysis of trades, trading performance and trading strategies.

Fiduciary Obligations of the Managing Owner

As managing owner of the Trust, the Managing Owner is effectively subject to the same restrictions imposed on “fiduciaries” under both statutory and common law. The Managing Owner has a fiduciary responsibility to the Unitholders to exercise good faith, fairness and loyalty in all dealings affecting the Trust, consistent with the terms of the Trust’s Second Amended and Restated Declaration of Trust and Trust Agreement dated as of September 27, 2005, or the “Declaration of Trust.” The Trust is referred to as the “Trust” in the Declaration of Trust that is attached hereto as Exhibit A. The general fiduciary duties which would otherwise be imposed on the Managing Owner (which would make the operation of the Trust as described herein impracticable due to the strict prohibition imposed by such duties on, for example, conflicts of interest on behalf of a fiduciary in its dealings with its beneficiaries), are defined and limited in scope by the disclosure of the business terms of the Trust, as set forth herein and in the Declaration of Trust (to which terms all Unitholders, by subscribing to the Units, are deemed to consent).

The Trust, as a publicly-offered “commodity pool,” is subject to the Statement of Policy of the North American Securities Administrators Association, Inc. relating to the registration, for public offering, of commodity pool interests (the “NASAA Guidelines”). The NASAA Guidelines explicitly prohibit a managing owner of a commodity pool from “contracting away the fiduciary obligation owed to investors under the common law.” Consequently, once the terms of a given commodity pool, such as the Trust, are established, the managing owner is effectively precluded from changing such terms in a manner that disproportionately benefits the managing owner, as any such change could constitute self-dealing under common law fiduciary standards, and it is virtually impossible to obtain the consent of existing investors of the Trust to such self-dealing (whereas, given adequate disclosure, new investors subscribing to a pool should be deemed to evidence their consent to the business terms thereof by the act of subscribing).

The Declaration of Trust provides that the Managing Owner and its affiliates shall have no liability to the Trust or to any Unitholder for any loss suffered by the Trust arising out of any action or inaction of the Managing Owner or its affiliates or their directors, officers, shareholders, partners, members or employees (the “Managing Owner Related Parties”) if the Managing Owner Related Parties, in good faith, determined that such course of conduct was in the best interests of the Trust, and such course of conduct did not constitute negligence or misconduct by the Managing Owner Related Parties. The Trust has agreed to indemnify the Managing Owner Related Parties against claims, losses or liabilities based on their conduct relating to the Trust, provided that the conduct resulting in the claims, losses or liabilities for which indemnity is sought did not constitute negligence or misconduct and was done in good faith and in a manner reasonably believed to be in the best interests of the Trust. The NASAA Guidelines prescribe the maximum permissible extent to which the Trust can indemnify the Managing Owner Related Parties and prohibit the Trust from purchasing insurance to cover indemnification that the Trust itself could not undertake directly.

Fiduciary and Regulatory Duties of the Managing Owner

An investor should be aware that the Managing Owner has a fiduciary responsibility to the

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Unitholders to exercise good faith and fairness in all dealings affecting the Trust.

Under Delaware law, a beneficial owner of a business trust (such as a Unitholder of the Trust) may, under certain circumstances, institute legal action on behalf of himself and all other similarly situated beneficial owners, or a class action, to recover damages from a managing owner of such business trust for violations of fiduciary duties, or on behalf of a business trust (a “derivative action”) to recover damages from a third party where a managing owner has failed or refused to institute proceedings to recover such damages. In addition, beneficial owners may have the right, subject to certain legal requirements, to bring class actions in federal court to enforce their rights under the federal securities laws and the rules and regulations promulgated thereunder by the Securities and Exchange Commission, or the SEC. Beneficial owners who have suffered losses in connection with the purchase or sale of their beneficial interests may be able to recover such losses from a managing owner where the losses result from a violation by the managing owner of the anti-fraud provisions of the federal securities laws.

Under certain circumstances, Unitholders also have the right to institute a reparations proceeding before the CFTC against the Managing Owner (a registered commodity pool operator), the Clearing Brokers (registered futures commission merchants) and the Advisors (registered commodity trading advisors), as well as those of their respective employees who are required to be registered under the Commodity Exchange Act, as amended, and the rules and regulations promulgated thereunder. Private rights of action are conferred by the Commodity Exchange Act, as amended. Investors in commodities and in commodity pools may, therefore, invoke the protections provided by such legislation.

There are substantial and inherent conflicts of interest in the structure of the Trust that are, on their face, inconsistent with the Managing Owner’s fiduciary duties. One of the purposes underlying the disclosures set forth in this Prospectus is to disclose to all prospective Unitholders these conflicts of interest so that the Managing Owner may have the opportunity to obtain investors’ informed consent to such conflicts. Prospective investors who are not willing to consent to the various conflicts of interest described under “Conflicts of Interest” and elsewhere are ineligible to invest in the Trust. The Managing Owner presently intends to raise such disclosures and consent as a defense in any proceeding brought seeking relief based on the existence of such conflicts of interest.

The foregoing summary describing in general terms the remedies available to Unitholders under federal and state law is based on statutes, rules and decisions as of the date of this Prospectus. This is a rapidly developing and changing area of the law. Therefore, Unitholders who believe that they may have a legal cause of action against any of the foregoing parties should consult their own counsel as to their evaluation of the status of the applicable law at such time.

Investment of the Managing Owner in the Trust

The Managing Owner and/or its Affiliates have agreed to purchase and maintain an interest in each Series in an amount not less than 1% of the Net Asset Value of such Series or $25,000, whichever is greater. As of February 28, 2007, the Managing Owner and its Affiliates have subscribed for 143.8108 Series G, Class I General Units, 121.6298 Series G, Class II General Units, 7,461.8705 Series J, Class I General Units and 466.4808 Series J, Class II General Units.

Management; Voting by Unitholders

The Unitholders of a Series take no part in the management or control, and have no voice in the operations of the Trust, such Series or their respective businesses. Unitholders, voting together as a single series, may, however, remove and replace the Managing Owner as the managing owner of the Trust and the Series, and may amend the Declaration of Trust, except in certain limited respects, by the affirmative vote of a majority of the outstanding Units then owned by Unitholders (as opposed to by the Managing Owner and its affiliates). The owners of a majority of the outstanding Units then owned by Unitholders may also compel dissolution of the Trust and the Series. The owners of 10% of the outstanding Units then owned by Unitholders have the right to bring a matter before a vote of the Unitholders. The Managing Owner has no power under the Declaration of Trust to restrict any of the Unitholders’ voting rights. Any Units purchased by the Managing Owner or its affiliates, as well as the Managing Owner’s general liability interest in each Series of the Trust, are non-voting.

The Managing Owner has the right unilaterally to amend the Declaration of Trust as it applies to a Series provided that any such amendment is for the benefit of and not adverse to the Unitholders of such Series or the Trustee and also in certain unusual circumstances — for example, if doing so is necessary to effect the intent of a Series’ tax

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allocations or to comply with certain regulatory requirements.

In the event that the Managing Owner or the Unitholders vote to amend the Declaration of Trust in any material respect, the amendment will not become effective prior to all Unitholders having an opportunity to redeem their Units.

Recognition of the Trust and the Series in Certain States

A number of states do not have “business trust” statutes such as that under which the Trust has been formed in the State of Delaware. It is possible, although unlikely, that a court in such a state could hold that, due to the absence of any statutory provision to the contrary in such jurisdiction, the Unitholders, although entitled under Delaware law to the same limitation on personal liability as stockholders in a private corporation for profit organized under the laws of the State of Delaware, are not so entitled in such state. To protect Unitholders against any loss of limited liability, the Declaration of Trust provides that no written obligation may be undertaken by a Series of the Trust unless such obligation is explicitly limited so as not to be enforceable against any Unitholder personally. Furthermore, each Series itself indemnifies all its Unitholders against any liability that such Unitholders might incur in addition to that of a beneficial owner. The Managing Owner is itself generally liable for all obligations of each Series of the Trust and will use its assets to satisfy any such liability before such liability would be enforced against any Unitholder individually.

Possible Repayment of Distributions Received by Unitholders; Indemnification by Unitholders

The Units are limited liability investments; investors may not lose more than the amount that they invest plus any profits recognized on their investment. However, Unitholders of a Series could be required, as a matter of bankruptcy law, to return to the estate of such Series any distribution they received at a time when such Series was in fact insolvent or in violation of the Declaration of Trust. In addition, although the Managing Owner is not aware of this provision ever having been invoked in the case of any public futures fund, Unitholders of a Series agree in the Declaration of Trust that they will indemnify such Series for any harm suffered by it as a result of

• Unitholders’ actions unrelated to the business of such Series,

• transfers of their Units in violation of the Declaration of Trust, or

• taxes imposed on such Series by the states or municipalities in which such investors reside.

The foregoing repayment of distributions and indemnity provisions (other than the provision for Unitholders of a Series indemnifying such Series for taxes imposed upon it by the state or municipality in which particular Unitholders reside, which is included only as a formality due to the fact that many states do not have business trust statutes so that the tax status of a Series of the Trust in such states might, theoretically, be challenged — although the Managing Owner is unaware of any instance in which this has actually occurred) are commonplace in publicly-offered commodity pools as well as other trusts and limited partnerships.

Transfers of Units Restricted

A Unitholder may, subject to compliance with applicable federal and state securities laws, assign such Unitholder’s Units upon notice to the Trust and the Managing Owner. No assignment will be effective in respect of the Trust or the Managing Owner until the first day of the month succeeding the month in which such notice is received. No assignee may become a substituted Unitholder except with the consent of the Managing Owner and upon execution and delivery of an instrument of transfer in form and substance satisfactory to the Managing Owner. No Units may be transferred where, after the transfer, either the transferee or the transferor would hold less than the minimum number of Units equivalent to an initial minimum purchase, except for transfers by gift, inheritance, intrafamily transfers, family dissolutions, and transfers to affiliates.

There are, and will be, no certificates for the Units. Any transfers of Units will be reflected on the books and records of the applicable Series of the Trust. Transferors and transferees of Units will each receive notification from the Managing Owner to the effect that such transfers have been duly reflected as notified to the Managing Owner.

Exchange Privilege

You may exchange your Units in one Series for Units in the other Series, each such transaction, an Exchange. Exchanges will be available between the

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various Class I of the Series, and Exchanges will be available between the various Class II of the Series. A Unitholder may not receive Units in a closed Series. It is important to note that Exchanges will not be allowed from Class I to Class II or vice-versa. Units submitted for exchange must have an aggregate Net Asset Value not less than $2,000. An Exchange will be effectuated through 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 Net Asset Value per Unit of Units of the Series into which the Exchange is being made as of the Closing Date upon which the Exchange is to be effectuated. Because an Exchange involves a redemption of the Unit being exchanged, an exchanging Unitholder may realize a taxable gain or loss in connection with the Exchange.

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 Closing Date 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 Units of each Series. To effect an Exchange, a Request for Exchange must be submitted to the Managing Owner on a timely basis (i.e., at 10:00 AM New York time at least five (5) 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 applicable Request for Exchange form attached as an annex to Exhibit A to the Statement of Additional Information.

A Class I Unitholder who exchanges a Class I Unit prior to the first anniversary of the purchase of such Unit will not be subject to a redemption charge in respect of the Unit being redeemed in connection with the Exchange. Units acquired in an Exchange that are subsequently redeemed will be subject to the redemption charge as if the Units acquired in connection with the Exchange had been acquired on the purchase date of the Units redeemed in connection with the Exchange.

Reports to Unitholders

Each month the Managing Owner reports such information as the CFTC may require to be given to the participants in “commodity pools” such as the Series of the Trust, and any such other information as the Managing Owner may deem appropriate. The Managing Owner also distributes to Unitholders, generally by March 31 of each year, certified financial statements and, the tax information related to each Series of the Trust necessary for the preparation of their annual federal income tax returns.

The Managing Owner will notify Unitholders of any change in the fees paid by a Series of the Trust or of any material changes in the basic investment policies or structure of a Series of the Trust. Any such notification shall include a description of Unitholders’ voting rights.

General

In compliance with the Statement of Policy of the North American Securities Administrators Association, Inc. relating to the registration of commodity pool programs under state securities or “Blue Sky” laws, the Declaration of Trust provides that:

• the executing and clearing commissions paid by each Series of the Trust shall be reasonable, and the Managing Owner shall include in the annual reports containing each Series’ certified financial statements distributed to Unitholders each year the approximate round-turn equivalent rate paid on such Series’ trades during the preceding year;

• no rebates or give-ups, among other things, may be received from a Series by any of the Selling Agents in respect of sales of the Units of such Series, and such restriction may not be circumvented by any reciprocal business arrangements among any Selling Agents or any of their respective affiliates and such Series;

• no trading advisor of a Series (including the Managing Owner) may participate directly or indirectly in any per-trade commodity brokerage commissions generated by such Series; any agreement between a Series and the Managing Owner or any affiliates of the Managing Owner must be terminable by such Series upon no more than sixty (60) days’ written notice;

• no Series may make any loans, and the funds of such Series will not be commingled with the funds of the other Series or any other person (deposit of the assets of such Series with a commodity broker, clearinghouse or currency dealer does not

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constitute commingling for these purposes); and

• no Series will employ the trading technique commonly known as “pyramiding.”

Organizational Chart

The chart below sets forth the ownership of the Managing Owner.

All entities in the above chart have their principal place of business at 900 King Street, Suite 100, Rye Brook, New York 10573.

MATERIAL CONTRACTS

Advisory Agreements

There is an Advisory Agreement among the Managing Owner, each Advisor and the Series or Trading Vehicle, as applicable, corresponding to such Advisor by which the Managing Owner (directly or indirectly via the Trading Vehicle) delegated to each Advisor sole discretion and responsibility to trade commodities for such Series. The Advisor will place trades based on its agreed-upon trading approach, or the Trading Approach, which is described under the heading “Series G” and “Series J”, and each Advisor has agreed that at least 90% of the gains and income if any, generated by its Trading Approach will largely result from buying and selling commodities or futures, forwards, currency spot 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.” The Advisory Agreements will be effective for one year after trading commences and will be renewed automatically for additional one-year terms unless terminated. Each Advisory Agreement with an Advisor will terminate automatically:

• if the Series it directly or indirectly manages is terminated (other than Series J); or

• if, as of the end of any Business Day, the Net Asset Value of the Trading Vehicle or the assets allocated to such Advisor (as applicable) declines by 40% from the Net Asset Value of such Trading Vehicle or Managed Account (a) as of the beginning of the first day of the Advisory Agreement or (b) as of beginning of the first day of any calendar year, in each case after appropriate adjustment for distributions, withdrawals, redemptions, reallocations and additional allocations.

Each Advisory Agreement may be terminated at the discretion of the Trading Vehicle or Series J, as applicable, at any time upon 30 days’ prior written notice to an Advisor. Also, each Advisory Agreement may be terminated at the discretion of the Trading Vehicle or Series J, as applicable, upon prior written

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notice to the Advisor for cause, which may include the following:

• the Trading Vehicle or Series J, as applicable, determines in good faith that the Advisor is unable to use its agreed upon Trading Approach to any material extent;

• the Advisor’s registration as a CTA (if required) under the CE Act or membership as a CTA with the NFA is revoked, suspended, terminated or not renewed;

• the Trading Vehicle or Series J, as applicable, determines in good faith that the 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 Advisor’s Trading Approach;

• there is an unauthorized assignment of the Advisory Agreement by the Advisor;

• the 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 Trading Vehicle or Series J, as applicable, or its business goodwill, in each instance without the consent of the Trading Vehicle or Series J, as applicable;

• the Advisor becomes bankrupt or insolvent; or

• for any other reason if the Trading Vehicle of Series J, as applicable, determines in good faith that the termination is essential for the protection of the assets of the Trading Vehicle or Series J, as applicable, including, without limitation, a good faith determination by the Trading Vehicle or Series J, as applicable, that such Advisor has breached a material obligation to the Trading Vehicle or Series J, as applicable, under the Advisory Agreement relating to the trading of the assets of the Trading Vehicle or Series J, as applicable.

Each Advisor also has the right to terminate the Advisory Agreement in its discretion at any time for cause in the event:

• of the receipt by the Advisor of an opinion of independent counsel satisfactory to the Advisor and the Trading Vehicle or Series J, as applicable, that by reason of the Advisor’s activities with respect to the Trading Vehicle, or Series J, as applicable, the Advisor is required to register as an investment adviser under the Investment Advisers Act of 1940 and it is not so registered;

• the registration of the Managing Owner as a CPO under the CE Act or membership as a CPO with the NFA is revoked, suspended, terminated or not renewed;

• the Trading Vehicle or Series J, as applicable, imposes additional trading limitation(s) which the Advisor does not agree to follow in its trading of the assets of the Trading Vehicle or Series J, as applicable; or the Trading Vehicle or Series J, as applicable, overrides trading instructions;

• the assets allocated to the Advisor decrease, for any reason, to less than an amount specified in the particular Advisory Agreement;

• the Trading Vehicle or Series J, as applicable, elects to have the Advisor use a different Trading Approach and the Advisor objects;

• there is an unauthorized assignment of the Advisory Agreement by the Trading Vehicle or Series J, as applicable,;

• the material breach of the Advisory Agreement by the Trading Vehicle or Series J, as applicable, after giving written notice to the Trading Vehicle or Series J, as applicable, which identifies such breach and such material breach has not been cured within 10 days following receipt of such notice by the Trading Vehicle or Series J, as applicable,;

• the Advisor provides the Trading Vehicle or Series J, as applicable, with written notice as specified in the particular Advisory Agreement; or

• other good cause is shown and the written consent of the Trading Vehicle or Series J, as applicable, is obtained (which shall not unreasonably be withheld).

In addition to the trading management services each Advisor provides pursuant to the Advisory Agreement, each Advisor also is permitted to manage and trade accounts for other investors (including other public and private commodity pools), and trade for its own account, and for the accounts of its partners, shareholders, directors, officers and employees, using the same Trading Approach and other information it uses on behalf of the Trading Vehicle or Series J, as applicable,, so long as in the

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Advisor’s reasonable judgment the aggregate amount of capital being managed or traded by the Advisor does not (i) materially impair the Advisor’s ability to carry out its obligations and duties to the Trading Vehicle or Series J, as applicable, pursuant to the Advisory Agreement or (ii) create a reasonable likelihood of the Advisor having to modify materially its agreed upon Trading Approach being used for the Trading Vehicle or Series J, as applicable, in a manner which might reasonably be expected to have a material adverse effect on the Trading Vehicle or Series J, as applicable,. Each Advisor will, upon reasonable request, permit the Managing Owner or the Trading Vehicle or Series J, as applicable, to review at the Advisor’s offices such trading records that the Managing Owner or the Trading Vehicle or Series J, as applicable, may reasonably request.

None of the Advisors nor their officers, directors, partners, shareholders or employees or controlling persons will be liable to the Trading Vehicle or Series J, as applicable, its shareholders, members, directors, officers, employees or controlling persons, except by reason of acts or omissions in material breach of the Advisory Agreement or due to their willful misconduct or gross negligence or by reason of not having acted in good faith in the reasonable belief that such actions or omissions were in, or not opposed to, the best interests of the Trading Vehicle or Series J, as applicable, it being understood that none of the Advisors makes any guarantee of profit and provides no protection against loss, and that all purchases and sales of commodities are for the account and risk of the Trading Vehicle or Series J, as applicable, and that the Advisors shall incur no liability for trading profits or losses resulting therefrom except as set forth above. Each of the Advisors, and their respective shareholders, directors, officers, partners, employees and controlling persons, will be indemnified and held harmless by the Trading Vehicle or Series J, as applicable, and the Managing Owner from and against any losses liabilities and expenses (including without limitation reasonable attorneys’ fees) and amounts paid in settlement of any claims, collectively, Losses, sustained by the Advisor in connection with any acts or omissions of the Advisor or its partners, officers, directors, shareholders or employees relating to their management of the Trading Vehicle or Series J, as applicable, or as a result of any material breach of the Advisory Agreement by the Trading Vehicle or Series J, as applicable, or the Managing Owner, provided that:

• such Losses were not the result of negligence or misconduct or a material breach of the Advisory Agreement on the part of the Advisor or its partners, officers, directors, shareholders or employees or controlling persons;

• the Advisor, and its shareholders, directors, officers, partners, employees and each person controlling the Advisor, acted in good faith and in a manner reasonably believed by such person to be in, or not opposed to, the best interests of the Trading Vehicle and its members, or Series J, as applicable; and

• any such indemnification will be recoverable (i) in the case of the Trading Vehicle, from the assets of the Trading Vehicle but not from the assets of a Series and (ii) in the case of a Managed Account, from the assets of Series J; provided further, however, that no indemnification shall be permitted for amounts paid in settlement if the Trading Vehicle or Series J, as applicable, does not approve the amount of the settlement (which approval shall not be unreasonably withheld).

Expenses incurred by an indemnified person in defending a threatened or pending civil, administrative or criminal action, suit or proceeding shall be paid by the Trading Vehicle or Series J, as applicable, in advance of the final disposition of such action, suit or proceeding if:

• the legal action, suit or proceeding, if sustained, would entitle the indemnitee to indemnification under the terms of the Advisory Agreement; and

• the Advisor undertakes to repay the advanced funds to the Trading Vehicle or Series J, as applicable, in cases in which the indemnitee is not entitled to indemnification under the terms of the Advisory Agreement.

The Trading Vehicle or Series J, as applicable, has the right to offer to settle any indemnity matter with the approval of the applicable Advisor (which approval shall not be unreasonably withheld).

Brokerage Agreement

The Clearing Broker and the Trust on behalf of each Series (either directly or indirectly through the Trading Vehicle) entered into a brokerage agreement, or each, a Brokerage Agreement. As a result the Clearing Broker:

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• acts as the executing and clearing broker with respect to each Series;

• acts as custodian of each Series’ assets;

• assists with foreign currency; and

• performs such other services for the Trust and the Trading Vehicle as the Managing Owner may from time to time request.

As executing and clearing broker for each of the Series (either directly or indirectly through the Trading Vehicle), the Clearing Broker receives each Advisor’s orders for trades. Generally, when an Advisor gives an instruction either to sell or buy a particular foreign currency forward contract, the Trading Vehicle or Series J, as applicable, engages in back-to-back principal trades with the Clearing Brokers in order to carry out the 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 the Trading Vehicle or Series J, as applicable, 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 Vehicle or Series J, as applicable.

Confirmations of all executed trades are given to the Trust by the Clearing Broker. The Brokerage Agreement incorporates the Clearing Broker’s standard customer agreements and related documents, which generally include provisions that:

• all funds, commodities and open or cash positions carried for the Trading Vehicle or Series J, as applicable, will be held as security for their respective obligations to the Clearing Broker;

• 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

• 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 Vehicle or Series J, as applicable.

As custodian of each Series’ assets (either directly or through the Trading Vehicle), the Clearing Brokers are responsible, among other things, for providing periodic accountings of all dealings and actions taken by each Series 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 Series of the Trust.

Administrative functions provided by the Clearing Brokers for each Series and the Trading Vehicle 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 Trust (on behalf of each Series), either directly or indirectly through the Trading Vehicle, is in effect, each Clearing Broker will not charge a fee for any of the services it has agreed to perform, except for the agreed-upon brokerage fee.

Each Brokerage Agreement is not exclusive and runs for successive one-year terms to be renewed automatically each year unless terminated. Each Brokerage Agreement is terminable by the Trust on behalf of each Series (either directly or indirectly through the Trading Vehicle) 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 Series’ financial position, in which case only prior written notice is required to terminate the Brokerage Agreement).

The Brokerage Agreement 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 a Series of the Trust or the Trading Vehicle other than as a result of UBS Securities negligence or reckless or intentional misconduct or breach of such agreement.

Selling Agreement

The Selling Agent has entered into an Amended and Restated Selling Agreement, or Selling Agent Agreement, with the Trust and the Managing Owner. The Managing Owner and the Selling Agent intend to appoint certain other broker-dealers registered under the Securities Exchange Act of 1934, as amended, and members of the NASD, as additional selling agents, or Correspondent Selling Agents. Each

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Correspondent Selling Agent has signed a Correspondent Selling Agent Agreement, as amended from time-to-time with the Trust and the Selling Agent. The Selling Agent and each Correspondent Selling Agent will use their “best efforts” to sell Units. This means that the Selling Agent and the Correspondent Selling Agents are not required to purchase any Units or sell any specific number or dollar amount of Units but will use their best efforts to sell the Units offered.

The Selling Agent and each Correspondent 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 or the Correspondent Selling Agent, as applicable, through the review of its offeree questionnaire completed by such prospective purchaser and maintain in the Selling Agent’s or the Correspondent Selling Agent’s files documents disclosing the basis upon which the determination of suitability was reached as to each purchaser.

In connection with the offer, sale and distribution of the Units, the Selling Agent and each Correspondent 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. The Selling Agent and each Correspondent 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.

The Selling Agent Agreement (and any Correspondent Selling Agent Agreement) will be terminated at the conclusion of the offering with respect to each Series. Prior to the conclusion of the offering, the Selling Agent Agreement (and any Correspondent 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:

• 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;

• 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;

• any of the conditions specified in Section 7 (relating to covenants of the Managing Owner) of the Selling Agent Agreement are not fulfilled when and as required by the Selling Agent Agreement to be fulfilled;

• 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; or

• 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 and the Correspondent Selling Agents shall not be liable to the Trust, the Trustee or the Managing Owner for any act or failure to act on behalf of the Trust, if such act or failure to act on the part of the Selling Agent, the Correspondent Selling Agent or their respective principals or affiliates did not constitute negligence, misconduct or a breach of any of the representations, warranties, covenants or agreements of the Selling Agent or Correspondent Selling Agent, as the case may be, contained in the Selling Agent Agreement or Correspondent Selling Agent Agreement, as the case may be.

The Managing Owner and the Trust will indemnify and hold harmless the Selling Agent, the Correspondent Selling Agents and their respective principals and affiliates from and against any and all loss, liability, claim, damage, expense, fine, penalty,

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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, the Correspondent Selling Agent or their respective principals and affiliates may become subject arising out of or in connection with the Selling Agent Agreement or the Correspondent Selling Agent Agreement, as the case may be, the transactions contemplated thereby or the fact that the Selling Agent or Correspondent Selling Agent is or was a selling agent of the Trust arising out of or based upon:

• any untrue statement of material fact contained in the Selling Agent Agreement or Correspondent Selling Agent Agreement, as applicable, 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;

• any omission from such documents of a material fact required to be stated therein or necessary to make the statements therein not misleading; or

• 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.

FEDERAL INCOME TAX CONSEQUENCES

The following constitutes the opinion of Katten Muchin Rosenman LLP and summarizes the material federal income tax consequences to United States taxpayers who are individuals.

Partnership Tax Status of Each Series

In the opinion of counsel, each Series of the Trust will be classified as a partnership for federal income tax purposes and, based on the Managing Owner’s representations as to the type of income expected to be earned by each Series, will not be treated as a “publicly-traded partnership” taxable as a corporation.

Taxation of Unitholders on Profits or Losses

Each Unitholder of a Series will be subject to tax on such Unitholder’s share of such Series’ income and gains, if any, even if such Unitholders do receive any cash distributions or redeem Units. In addition, a Unitholder of a Series may be subject to payment of taxes on such Series’ interest income even though the Net Asset Value per Unit of such Series has decreased due to trading losses. See “—Tax on Capital Gains and Losses; Interest Income” on the following page.

Each Series of the Trust provides each of its Unitholders with an annual schedule of such Unitholder’s share of tax items. Each Series generally allocates these items of gain and loss equally to each Unit. However, when a Unitholder redeems Units, the Series shall allocate capital gains or losses to the Unitholder of such Series so as to reduce or eliminate any difference between the redemption proceeds and the tax basis of such Units. A Unitholder’s adjusted tax basis in a Unit equals the amount originally paid for the Unit, increased by income or gains allocated to the Unit and decreased (but not below zero) by distributions, deductions or losses allocated to the Unit.

Limited Deductibility of Trust Losses and Deductions

A Unitholder of a Series may not deduct losses or deductions in excess of his or her tax basis in his or her Units as of year-end. Generally, a Unitholder’s tax basis in such Unitholder’s Units is the amount paid for such Units reduced (but not below zero) by such Unitholder’s share of any distributions, losses and deductions and increased by such Unitholder’s share of income and gains. However, a Unitholder subject to “at-risk” limitations (generally non-corporate taxpayers and closely-held corporations) can only deduct losses to the extent he is “at-risk.” The “at-risk” amount is similar to tax basis, except that it does not include any amount borrowed on a non-recourse basis or from someone with an interest in the Trust.

Limited Deductibility for Certain Expenses

The Managing Owner does not consider the Incentive Fee, as well as other ordinary expenses of any Series, to be investment advisory expenses or

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other expenses of producing income. Accordingly, for tax reporting purposes, the Managing Owner currently treats the ordinary expenses of each Series as ordinary business expenses not subject to the limitations that apply to investment advisory expenses described below. However, the IRS might contend otherwise and to the extent the IRS recharacterizes these expenses, a Unitholder would have the amount of the ordinary expenses allocated to him accordingly.

Individual taxpayers are subject to material limitations on their ability to deduct investment advisory fees, unreimbursed expenses of an employee, and certain other expenses of producing income not resulting from the conduct of a trade or business. For individuals who itemize deductions, the expenses of producing income, including “investment advisory fees,” are aggregated with unreimbursed employee business expenses, certain other expenses of producing income and deductions (collectively, the “Aggregate Investment Expenses”), and such Aggregate Investment Expenses are deductible only to the extent such amount exceeds 2% of the individual’s adjusted gross income. In addition, Aggregate Investment Expenses in excess of the 2% threshold, when combined with certain other itemized deductions, are subject to a reduction generally equal to the lesser of two-thirds of 3% of the individual’s adjusted gross income in excess of a certain threshold amount and 80% of certain itemized deductions otherwise allowable for the tax year. Moreover, such Aggregate Investment Expenses are miscellaneous itemized deductions, which are not deductible by an individual in calculating his or her alternative minimum tax liability.

If the Profit Shares, the Incentive Fee and other expenses of a Series were determined to constitute “investment advisory fees,” an individual Unitholder’s pro rata share of the amounts so characterized would be included in Aggregate Investment Expenses potentially subject to the deduction limitations described above. In addition, each individual Unitholder’s share of income from such Series would be increased (solely for tax purposes) by such Unitholder’s pro rata share of the amounts so characterized. Any such characterization by the IRS could require Unitholders to file amended tax returns and pay additional taxes, plus interest. It is unlikely that tax penalties would be imposed on account of such an IRS characterization.

Year-End Mark-to-Market of Open Section 1256 Contract Positions

Section 1256 Contracts are futures, options on futures and stock index options traded on U.S. exchanges and certain foreign currency contracts. Section 1256 Contracts that remain open at the end of a tax year are treated for tax purposes as if such positions had been sold at year-end and any gain or loss is recognized. The gain or loss on Section 1256 Contracts is characterized as 40% short-term capital gain or loss and 60% long-term capital gain or loss regardless of how long any given position has been held. Non-Section 1256 Contracts include, among other things, certain foreign currency transactions and non-U.S. exchange traded futures. Gain or loss on any non-Section 1256 Contracts is recognized when sold by a Series and are primarily short-term gain or loss.

Tax on Capital Gains and Losses; Interest Income

As described under “— Year-End Mark-to-Market of Open Section 1256 Contract Positions,” each Series’ trading, not including its cash management which generates primarily ordinary income, generates 60% long-term capital gains or losses and 40% short-term capital gains or losses from its Section 1256 Contracts and primarily short-term capital gain or loss from any non-Section 1256 Contracts. Individuals pay tax on long-term capital gains at a maximum rate of 15%. Short-term capital gains are subject to tax at the same rates as ordinary income.

Individual taxpayers may deduct capital losses only to the extent of their capital gains plus $3,000. Accordingly, a Series could incur significant losses but a Unitholder could be required to pay taxes on such Unitholder’s share of such Series’ interest income.

If an individual taxpayer incurs a net capital loss for a year, he may elect to carry back (up to three years) the portion of such loss that consists of a net loss on Section 1256 Contracts. A taxpayer may deduct such losses only against net capital gain for a carryback year to the extent that such gain includes gains on Section 1256 Contracts. To the extent that a taxpayer could not use such losses to offset gains on Section 1256 Contracts in a carryback year, the taxpayer may carry forward such losses indefinitely as losses on Section 1256 Contracts.

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Syndication Expenses

No Series and no Unitholder of a Series will be entitled to any deduction for such Series’ syndication expenses, including the one-time upfront organizational charge paid to the Managing Owner and any amount paid by the Managing Owner to any additional Selling Agents, nor can such expenses be amortized by such Series or any Unitholder. Such expenses may be included in capital losses upon redemption.

Unrelated Business Taxable Income

Tax-exempt Unitholders of a Series generally will not be required to pay tax on their share of income or gains of such Series, provided that such Unitholders do not purchase Units with borrowed funds. Certain tax-exempt Unitholders may be subject to special set-aside requirements or excise taxes as to which they should consult their tax advisers.

IRS Audits of the Series and Their Respective Unitholders

If a Series is audited, the IRS is required to audit Series-related items at the Series level rather than the Unitholder level. The Managing Owner is the “tax matters partner” of each Series with general authority to determine such Series’ responses to a tax audit. If an audit of a Series results in an adjustment, all Unitholders of such Series may be required to pay additional taxes, interest and penalties.

State and Other Taxes

In addition to the federal income tax consequences described above, each Series and its Unitholders may be subject to various state and other taxes.

Tax Elections

The Managing Owner has the discretion to make any election available to a Series under the Code. Such elections may affect the timing and/or character of gains and losses generated by such Series.

Prospective investors are urged to consult their tax advisers before deciding whether to invest.

PURCHASES BY EMPLOYEE BENEFIT PLANS

Although there can be no assurance that an investment in a Series of the Trust, or any other managed futures product, will achieve the investment objectives of an employee benefit plan in making such investment, futures investments have certain features that may be of interest to such a plan. For example, the futures markets are one of the few investment fields in which employee benefit plans can participate in leveraged strategies without being required to pay tax on “unrelated business taxable income.” See “Federal Income Tax Consequences — ‘Unrelated Business Taxable Income’” at page 102. In addition, because they are not taxpaying entities, employee benefit plans are not subject to paying annual tax on profits (if any) of a Series of the Trust.

As a matter of policy, the Managing Owner will attempt to limit subscriptions to each Series from any employee benefit plan to no more than 10% of the value of the readily marketable assets of such plan (irrespective of the net worth of the beneficiary or beneficiaries of such plan).

General

A regulation issued under ERISA, or the ERISA Regulation, contains rules for determining when an investment by a Plan in an entity will result in the underlying assets of such entity being assets of the Plan for purposes of ERISA and Section 4975 of the Code (i.e., “plan assets”). Those rules provide that assets of an entity will not be considered assets of a Plan which purchases an equity interest in the entity if certain exceptions apply, including (i) an exception applicable if the equity interest purchased is a “publicly-offered security” (the “Publicly-Offered Security Exception”), and (ii) an exception applicable if the investment by all “benefit plan investors” is not “significant” (the “Significant Participation Exception”). Each Series will rely on the Significant Participation Exception until such time as each Series satisfies the conditions of the Publicly-Offered Security Exception.

The Significant Participation Exception applies if investments by benefit plan investors is not significant. The term “benefit plan investors” includes all Plans (i.e., all “employee benefit plans” as defined in and subject to ERISA and all “plans” as defined in and subject to Section 4975 of the Code), and all entities that hold “plan assets” due to investments made in such entities by already described benefit plan investors. In addition, all or a

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portion of an investment made by an insurance company using assets from its general account may be treated as a benefit plan investor. Investments by benefit plan investors will be deemed not significant if benefit plan investors own, in the aggregate, less than 25% of the total capital of each class of equity interests in the entity (determined by not including the investments of persons with discretionary authority or control over the assets of such entity, of any person who provides investment advice for a fee (direct or indirect) with respect to such assets, and “affiliates” (as defined in the regulations issued under ERISA) of such persons).

During any time that the Trust is relying on the Significant Participation Exception in order to avoid causing assets of each Series to be “plan assets,” the Managing Owner intends to restrict the aggregate investment by benefit plan investors to under 25% of the total capital of each class of equity interests of each Series (not including the investments of the Trustee, the Managing Owner, any of the Advisors, any person who provides investment advice for a fee (direct or indirect) with respect to the assets of each Series, and any entity that is directly or indirectly through one or more intermediaries controlling, controlled by or under common control with any of such entities (including a partnership or any other similar entity for which the Managing Owner is the general partner (or the functional equivalent thereof) or provides investment advice), and each of the principals, officers and employees of any of the foregoing entities who has the power to exercise a controlling influence over the management or policies of such entity or of the Trust). Furthermore, because the 25% test is ongoing, it not only restricts additional investments by benefit plan investors, but also can cause the Managing Owner to require that existing benefit plan investors withdraw from the applicable Series in the event that other investors withdraw. If rejection of subscriptions or such mandatory withdrawals are necessary, as determined by the Managing Owner, to avoid causing the assets of the Trust to be “plan assets,” the Managing Owner will effect such rejections or withdrawals in such manner as the Managing Owner, in its sole discretion, determines.

In general, the terms “employee benefit plan” as defined in ERISA and “plan” as defined in Section 4975 of the Code together refer to any plan or account of various types which provide retirement benefits or welfare benefits to an individual or to an employer’s employees and their beneficiaries. Such plans and accounts include, but are not limited to, corporate pension and profit sharing plans, “simplified employee pension plans,” KEOGH plans for self-employed individuals (including partners), individual retirement accounts described in Section 408 of the Code and medical plans.

Each Plan Fiduciary must give appropriate consideration to the facts and circumstances that are relevant to an investment in a Series of the Trust, including the role that an investment in such Series would play in the Plan’s overall investment portfolio. Each Plan Fiduciary, before deciding to invest in a Series of the Trust, must be satisfied that such investment is prudent for the Plan, that the investments of the Plan, including the investment in such Series, are diversified so as to minimize the risk of large losses and that an investment in such Series complies with the Plan and related trust.

EACH PLAN FIDUCIARY CONSIDERING ACQUIRING UNITS MUST CONSULT WITH ITS OWN LEGAL AND TAX ADVISERS BEFORE DOING SO. AN INVESTMENT IN A SERIES OF THE TRUST IS SPECULATIVE AND INVOLVES A HIGH DEGREE OF RISK. NEITHER THE TRUST AS A WHOLE NOR A SERIES OF THE TRUST IS INTENDED AS A COMPLETE INVESTMENT PROGRAM.

“Plan Assets”

A regulation issued under ERISA (the “ERISA Regulation”) contains rules for determining when an investment by a Plan in an entity will result in the underlying assets of such entity being assets of the Plan for purposes of ERISA and Section 4975 of the Code (i.e., “plan assets”). Those rules provide that assets of an entity will not be considered assets of a Plan which purchases an equity interest in the entity if certain exceptions apply, including the Publicly-Offered Security Exception and (ii) the Significant Participation Exception. A Series will rely on the Significant Participation Exception until such time as such Series satisfies the conditions of the Publicly-Offered Security Exception.

The Significant Participation Exception applies if investments by benefit plan investors is not significant. The term “benefit plan investors” includes all Plans (i.e., all “employee benefit plans” as defined in and subject to ERISA and all “plans” as defined in and subject to Section 4975 of the Code), all “employee benefit plans” and “plans” as defined in but not subject to either ERISA or Section 4975 of the Code, and all entities that hold “plan assets” due to investments made in such entities by already described benefit plan investors. In addition, all or a

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portion of an investment made by an insurance company using assets from its general account may be treated as a benefit plan investor. Investments by benefit plan investors will be deemed not significant if benefit plan investors own, in the aggregate, less than 25% of the total capital of each class of equity interests in the entity (determined by not including the investments of persons with discretionary authority or control over the assets of such entity, of any person who provides investment advice for a fee (direct or indirect) with respect to such assets, and “affiliates” (as defined in the regulations issued under ERISA) of such persons).

During any time that the Trust is relying on the Significant Participation Exception in order to avoid causing assets of each Series to be “plan assets,” the Managing Owner intends to restrict the aggregate investment by benefit plan investors to under 25% of the total capital of each class of equity interests of each Series (not including the investments of the Trustee, the Managing Owner, any of the Advisors, any person who provides investment advice for a fee (direct or indirect) with respect to the assets of each Series, and any entity that is directly or indirectly through one or more intermediaries controlling, controlled by or under common control with any of such entities (including a partnership or any other similar entity for which the Managing Owner is the general partner (or the functional equivalent thereof) or provides investment advice), and each of the principals, officers and employees of any of the foregoing entities who has the power to exercise a controlling influence over the management or policies of such entity or of the Trust). Furthermore, because the 25% test is ongoing, it not only restricts additional investments by benefit plan investors, but also can cause the Managing Owner to require that existing benefit plan investors withdraw from the applicable Series in the event that other investors withdraw. If rejection of subscriptions or such mandatory withdrawals are necessary, as determined by the Managing Owner, to avoid causing the assets of the Trust to be “plan assets,” the Managing Owner will effect such rejections or withdrawals in such manner as the Managing Owner, in its sole discretion, determines.

The Publicly-Offered Security Exception applies if the equity interest is a security that is (1) “freely transferable,” (2) part of a class of securities that is “widely held” and (3) either (a) part of a class of securities registered under Section 12(b) or 12(g) of the Securities Exchange Act of 1934 (the “Exchange Act”), or (b) sold to the Plan as part of a public offering pursuant to an effective registration statement under the Securities Act of 1933 (the “Securities Act”) and the class of which such security is a part is registered under the Exchange Act within 120 days (or such later time as may be allowed by the SEC) after the end of the fiscal year of the issuer in which the offering of such security occurred. The ERISA Regulation states that the determination of whether a security is “freely transferable” is to be made based on all relevant facts and circumstances. The ERISA Regulation specifies that, in the case of a security that is part of an offering in which the minimum investment is $10,000 or less, the following requirements, alone or in combination, ordinarily will not affect a finding that the security is freely transferable: (i) a requirement that no transfer or assignment of the security or rights in respect thereof be made that would violate any federal or state law; (ii) a requirement that no transfer or assignment be made without advance written notice given to the entity that issued the security; and (iii) any restriction on substitution of an assignee as “a limited partner of a partnership, including a general partner consent requirement, provided that the economic benefits of ownership of the assignor may be transferred or assigned without regard to such restriction or consent” (other than compliance with any of the foregoing restrictions). Under the ERISA Regulation, a class of securities is “widely held” only if it is of a class of securities owned by 100 or more investors independent of the issuer and of each other. A class of securities will not fail to be widely held solely because subsequent to the initial offering the number of independent investors falls below 100 as a result of events beyond the issuer’s control.

The Publicly Offered Security Exception applies with respect to Units of Series J. First, the Units of Series J are being sold only as part of a public offering pursuant to an effective registration statement under the Securities Act, and were registered under the Exchange Act within 120 days (or such later time as allowed by the SEC) after the end of the fiscal year of such Series in which the offering of such Units occurred.

Second, it appears that Units of Series J are freely transferable because the minimum investment is not more than $5,000 and Unitholders may assign their economic interests in such Series by giving written notice to the Managing Owner, provided such assignment would not violate any federal or state securities laws and would not adversely affect the tax status of such Series. As described in the second preceding paragraph, the ERISA Regulation provides that if a security is part of an offering in which the minimum investment is $10,000 or less, a restriction

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on substitution of a limited partner of a partnership, including a general partner consent requirement, will not prevent a finding that the security is freely transferable, provided that the economic benefits of ownership can be transferred without such consent. Although this provision, read literally, applies only to partnerships, the Managing Owner believes that because the determination as to whether a security is freely transferable is based on the facts and circumstances, the fact that the Units, which are issued by a series of a statutory trust rather than a partnership, have an identical restriction should not affect a finding that the Series J Units are freely transferable.

Third, the Units of Series J expected owned by more than 100 investors who are independent of the Trust and of each other.

Until such time as Units of Series G are owned by more than 100 investors who are independent of the Trust and of each other such Series will each rely on the Significant Participation Exception.

Ineligible Purchasers

Units may not be purchased with the assets of a Plan if the Managing Owner, any of the Advisors, the Selling Agents, any Clearing Broker, any of the brokers through which any Advisor requires a Series of the Trust to trade, a Series or any of their respective affiliates, any of their respective employees or any employees of their respective affiliates: (a) has investment discretion with respect to the investment of such Plan assets; (b) has authority or responsibility to give or regularly gives investment advice with respect to such Plan 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 Plan assets and that such advice will be based on the particular investment needs of the Plan; or (c) is an employer maintaining or contributing to such Plan. A party that is described in clause (a) or (b) of the preceding sentence is a fiduciary under ERISA and the Code with respect to the Plan, and any such purchase might result in a “prohibited transaction” under ERISA and the Code.

Except as otherwise set forth, the foregoing statements regarding the consequences under ERISA and the Code of an investment in a Series of the Trust are based on the provisions of the Code and ERISA as currently in effect, and the existing administrative and judicial interpretations thereunder. No assurance can be given that administrative, judicial or legislative changes will not occur that will not make the foregoing statements incorrect or incomplete.

ACCEPTANCE OF SUBSCRIPTIONS ON BEHALF OF PLANS IS IN NO RESPECT A REPRESENTATION BY THE FUND, THE SERIES, THE MANAGING OWNER, ANY ADVISOR, ANY CLEARING BROKERS, THE SELLING AGENTS OR ANY OTHER PARTY THAT THIS INVESTMENT MEETS SOME OR ALL OF THE RELEVANT LEGAL REQUIREMENTS WITH RESPECT TO INVESTMENTS BY ANY PARTICULAR PLAN OR THAT THIS INVESTMENT IS APPROPRIATE FOR ANY PARTICULAR PLAN. THE PERSON WITH INVESTMENT DISCRETION SHOULD CONSULT WITH HIS OR HER ATTORNEY AND FINANCIAL ADVISERS AS TO THE PROPRIETY OF AN INVESTMENT IN UNITS OF A SERIES IN LIGHT OF THE CIRCUMSTANCES OF THE PARTICULAR PLAN AND CURRENT TAX LAW.

PLAN OF DISTRIBUTION

The Offering

Units of each Series are offered continuously to the public — on a “best-efforts” basis — at their month-end Net Asset Value per Unit. The minimum investment is $5,000 in the aggregate except for (i) trustees or custodians of eligible employee benefit plans and individual retirement accounts and (ii) existing Unitholders of a Series subscribing for additional Units of such Series, where the minimum investment is $2,000 in the aggregate. The Managing Owner, in its sole discretion, may waive the minimums. A subscriber may purchase Units in one or both Series, although the minimum purchase for any single Series is $500. Units will be issued as of the commencement of business on the first Business Day of each month.

Subscription Procedure

To purchase Units of a Series, an investor must complete, execute and deliver a copy of the Subscription Agreement and Power of Attorney Signature Pages. Existing investors in a Series must execute new Subscription Agreement and Power of Attorney Signature Pages and verify their continued suitability to make additional investments and must have received a current Prospectus for the Trust. Subscription payments may be made by wire transfer or by authorizing a Selling Agent to debit a

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subscriber’s customer securities account for the amount of his or her subscription. When a subscriber authorizes such a debit (which authorization is given in the Subscription Agreement and Power of Attorney), the subscriber is required to have the amount of his or her subscription payment on deposit in his or her account as of the settlement date specified by the relevant Selling Agent — generally, the fifth Business Day after the date of purchase (the first day of the month immediately following the month during which a subscription is accepted) if the Subscription Agreement and Power of Attorney is executed and delivered at least five (5) Business Days prior to the end of such month.

The Units are sold when, as and if subscriptions therefore are accepted by the Managing Owner, subject to the satisfaction of certain conditions set forth in the Selling Agent Agreement and to the approval by counsel of certain legal matters.

All subscriptions will be irrevocable by the subscriber, except as set forth below. In the Subscription Agreement, you are required to represent that you received the Prospectus five (5) days prior to the date of receipt of your Subscription Agreement. We are prohibited from selling Units to you until five (5) days after you receive the Prospectus. Rejected or revoked subscriptions will be returned with interest. No fees or other amounts will be deducted from your subscription, which will be returned to you within seven Business Days after such rejection. Subscriptions which are received after the subscription deadline for any month will be deemed to be a subscription to purchase Units as of the first Business Day of the next succeeding month, subject to acceptance by the Managing Owner, satisfaction of certain conditions set forth in the Selling Agent Agreement and approval by counsel of certain legal matters.

All subscribers will receive a confirmation of their purchase from their Selling Agent.

There is no minimum number of Units of a Series that must be sold as of the beginning of a given month for any Units of such Series to be sold at such time.

Subscribers’ Representations and Warranties

By executing a Subscription Agreement and Power of Attorney Signature Page, each subscriber is representing and warranting, among other things, that:

• the subscriber is of legal age to execute and deliver such Subscription Agreement and Power of Attorney and has full power and authority to do so;

• the subscriber has read and understands Exhibit B to this Prospectus and meets or exceeds the applicable suitability criteria of net worth and annual income set forth therein; and

• the subscriber has received a copy of this Prospectus.

These representations and warranties might be used by the Managing Owner or others against a subscriber in the event that the subscriber were to take a position inconsistent therewith.

While the foregoing representations and warranties are binding on subscribers, the Managing Owner believes that to a large extent such representations and warranties would be implied from the fact that an investor has subscribed for Units. Any subscriber who is not prepared to give such representations and warranties, and to be bound by them, should not invest in the Units.

LEGAL MATTERS

Legal matters in connection with the Units being offered hereby, including the discussion of the material income tax considerations relating to the Units, have been passed upon for the Trust, each Series and the Managing Owner by Katten Muchin Rosenman LLP. Katten Muchin Rosenman LLP also advises the Managing Owner with respect to its responsibilities as managing owner of, and with respect to matters relating to, the Trust and each of the Series.

EXPERTS

Arthur F. Bell, Jr. & Associates, L.L.C. served as the independent registered public accounting firm for the Trust during the period September 28, 2004 (inception) through December 1, 2005 and Deloitte & Touche LLP has served as the independent registered public accounting firm for the Trust since such date.

The Statements of Financial Condition of World Monitor Trust III—Series G as of December 31, 2006 and 2005, and the related Statements of Operations and Changes in Unitholders’ Capital for the year ended December 31, 2006 and for the period

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December 1, 2005 (commencement of operations) to December 31, 2005 included in this Prospectus have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in its report appearing herein, and has been so included in reliance upon such report given upon the authority of that firm as experts in accounting and auditing.

The Statements of Financial Condition, including the Condensed Schedules of Investments, as of December 31, 2006 and 2005 of WMT III Series G/J Trading Vehicle LLC and the related Statements of Operations and Changes in Members’ Capital (net asset value) for the year ended December 31, 2006 and for the period December 1, 2005 (commencement of operations) to December 31, 2005 included in this Prospectus have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in its report appearing herein, and has been so included in reliance upon such report given upon the authority of that firm as experts in accounting and auditing.

The Statements of Financial Condition of World Monitor Trust III—Series J as of December 31, 2006 and 2005 and the related Statements of Operations and Changes in Unitholders’ Capital for the year ended December 31, 2006 and for the period December 1, 2005 (commencement of operations) to December 31, 2005 included in this Prospectus have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in its report appearing herein, and has been so included in reliance upon such report given upon the authority of that firm as experts in accounting and auditing.

The Statements of Financial Condition, including the Condensed Schedules of Investments, as of December 31, 2006 and 2005 of WMT III Series G/J Trading Vehicle LLC and the related Statements of Operations and Changes in Members’ Capital (net asset value) for the year ended December 31, 2006 and for the period December 1, 2005 (commencement of operations) to December 31, 2005 included in this Prospectus have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in its report appearing herein, and has been so included in reliance upon such report given upon the authority of that firm as experts in accounting and auditing.

The Statements of Financial Condition, including the Condensed Schedules of Investments, as of December 31, 2006 and 2005 of WMT III Series H/J Trading Vehicle LLC and the related Statements of Operations and Changes in Members’ Capital (net asset value) for the year ended December 31, 2006 and for the period December 1, 2005 (commencement of operations) to December 31, 2005 included in this Prospectus have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in its report appearing herein, and has been so included in reliance upon such report given upon the authority of that firm as experts in accounting and auditing.

The Statements of Financial Condition, including the Condensed Schedules of Investments, as of December 31, 2006 and 2005 of WMT III Series I/J Trading Vehicle LLC and the related Statements of Operations and Changes in Members’ Capital (net asset value) for the year ended December 31, 2006 and for the period December 1, 2005 (commencement of operations) to December 31, 2005 included in this Prospectus have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in its report appearing herein, and has been so included in reliance upon such report given upon the authority of that firm as experts in accounting and auditing.

The Statement of Financial Condition of Preferred Investment Solutions Corp., the Managing Owner, as of December 31, 2006 included in this Prospectus has been audited by Arthur F. Bell, Jr. & Associates, L.L.C. as stated in its report appearing herein, and has been so included in reliance upon such report given upon the authority of that firm as experts in auditing and accounting.

ADDITIONAL INFORMATION

This Prospectus constitutes part of the Registration Statement filed by the Trust and each Series with the SEC in Washington, D.C. This Prospectus does not contain all of the information set forth in such Registration Statement, certain portions of which have been omitted pursuant to the rules and regulations of the SEC, including, without limitation, certain exhibits thereto (for example, the forms of the Selling Agent Agreement, the Advisory Agreements, and the Customer Agreements). The descriptions contained herein of agreements included as exhibits to the Registration Statement are necessarily summaries; the exhibits themselves may be inspected without charge at the public reference facilities maintained by the SEC in Washington, D.C., and copies of all or part thereof may be obtained from the Commission upon payment of the prescribed fees. The SEC maintains a Website that contains reports,

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proxy and information statements and other information regarding registrants that file electronically with the SEC. The address of such site is http://www.sec.gov.

RECENT FINANCIAL INFORMATION AND ANNUAL REPORTS

Pursuant to applicable CFTC regulations, prospective subscribers for Units of a Series must receive recent financial information (current within 60 calendar days) relating to such Series, as well as its most recent Annual Report (due by March 30 of each year, in respect of the prior year), together with this Prospectus, unless the material that would be otherwise included in such Report or information has been included herein.

PRIVACY POLICY OF THE MANAGING OWNER

The Managing Owner collects non-public information about you from the following sources: (i) information received from you on applications or other forms, which may include information received by you in writing, in person, by telephone, electronically, or by any other means; and (ii) information about your transactions and investments with the Managing Owner and others. The Managing Owner does not disclose any non-public personal information about you to anyone, other than as set forth below, as permitted by applicable law and regulation. The Managing Owner may disclose non-public personal information about you to the funds in which you invest. The Managing Owner may disclose non-public personal information about you to non-affiliated companies that work with the Managing Owner to service your account(s), or to provide services or process transactions that you have requested. The Managing Owner may disclose non-public personal information about you to parties representing you, such as your investment representative, your accountant, your tax advisor, or to other third parties at your direction/consent. If you decide to close your account(s) or become an inactive customer, the Managing Owner will adhere to the privacy policies and practices as described in this notice. The Managing Owner restricts access to your personal and account information to those employees who need to know that information to provide products and services to you. The Managing Owner maintains appropriate physical, electronic and procedural safeguards to guard your non-public personal information.

PERFORMANCE OF COMMODITY POOLS OPERATED BY THE MANAGING OWNER AND ITS AFFILIATES

General

The performance information included herein is presented in accordance with CFTC regulations. Each Series of the Trust differs materially in certain respects from each of the pools whose performance is included herein. The following sets forth summary performance information for all pools operated by the Managing Owner (other than the Trust and the Series) since January 1, 2002. The Managing Owner has offered certain of these pools exclusively on a private basis to financially sophisticated investors — either on a private placement basis in the United States or offshore exclusively to non-U.S. persons.

The pools, the performance of which is summarized herein, are materially different in certain respects from the Series of the Trust, and the past performance summaries of such pools are generally not representative of how a Series of the Trust might perform in the future. These pools also have material differences from one another in terms of number of advisors, leverage, fee structure and trading programs. The performance records of these pools may give some general indication of the Managing Owner’s capabilities in advisor selection by indicating the past performance of the pools sponsored by the Managing Owner.

Effective October 1, 2004, the Managing Owner assumed responsibility as the commodity pool operator and managing owner of nine (9) public commodity pools and four open-ended investment companies, which were exempted commodity pools in Ireland. Effective as of February 28, 2007, the Managing Owner serves as the commodity pool operator and managing owner of nine (9) public commodity pools (including each of Series G and Series J) and one open-ended investment company, which is an exempted commodity pool in Ireland.

All summary performance information is current as of February 28, 2007 (except in the case of pools dissolved prior to such date). Performance information is set forth, in accordance with CFTC Regulations, since January 1, 2002 or, if later, the inception of the pool in question. CFTC Regulations require inclusion of only performance information within the five most recent calendar years and year-to-date. Performance information with respect to the newly acquired pools in which the Managing Owner

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serves either as managing owner or general partner is disclosed starting as of October 1, 2004.

INVESTORS SHOULD NOTE THAT AFFILIATES OF THE MANAGING OWNER PERFORM ASSET ALLOCATION FUNCTIONS ON BEHALF OF MANAGED ACCOUNTS AND OTHER COMMODITY POOLS SIMILAR TO THOSE PERFORMED BY THE MANAGING OWNER. PURSUANT TO CFTC REGULATIONS, THE PERFORMANCE OF ACCOUNTS AND OTHER POOLS OPERATED, MANAGED AND/OR SPONSORED BY AFFILIATES OF THE MANAGING OWNER HAS NOT BEEN INCLUDED HEREIN.

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS, AND MATERIAL DIFFERENCES EXIST BETWEEN THE POOLS WHOSE PERFORMANCE IS SUMMARIZED HEREIN AND EACH SERIES OF THE FUND.

INVESTORS SHOULD NOTE THAT INTEREST INCOME MAY CONSTITUTE A SIGNIFICANT PORTION OF A COMMODITY POOL’S INCOME AND, IN CERTAIN INSTANCES, MAY GENERATE PROFITS WHERE THERE HAVE BEEN REALIZED AND UNREALIZED LOSSES FROM COMMODITY TRADING.

Assets Under Management

The Managing Owner – Total assets under management as of February 28, 2007	$	178.3 million
The Managing Owner –Total assets under multi-advisor management as of February 28, 2007	$	78.1 million
The Managing Owner and affiliates – Total assets under management as of February 28, 2007	$	3.2 billion

Multi-Advisor Pools

These are all of the multi-advisor pools operated by the Managing Owner since January 1, 2002. The Managing Owner has actively allocated and reallocated trading assets among a changing group of advisors selected by it.

Single-Advisor Pools

These are all of the pools (other than pools for the research and development of traders) operated by the Managing Owner since January 1, 2002 that were, or are, advised by a single advisor (as opposed to a portfolio of commodity trading advisors).

Pools for the Research and Development of Advisors

These are all of the pools operated by the Managing Owner since January 1, 2002 that were established as a way of testing, in a limited liability vehicle, one or more commodity trading advisors relatively untested in the management of customer assets.

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	TYPE OF POOL		START DATE	CLOSE DATE	AGGREGATE SUBSCRIPT.	CURRENT TOTAL NAV	CURRENT NAV PER UNIT	% WORST MONTHLY DRAW- DOWN & MONTH		% WORST PEAK-TO- VALLEY DRAW- DOWN & PERIOD		PERCENTAGE RATE OF RETURN (COMPUTED ON A COMPOUNDED MONTHLY BASIS
												2002		2003	2004		2005		2006		2007††
MULTI-ADVISOR POOLS
Kenmar Global Trust	*		05/1997	—	55,651,122	5,340,341	98.20	(7.42 01/2005	)	(22.90 05/2003- 07/2006	)	14.81		0.23	(2.69	)	(9.42	)	5.70		(5.06	)
International Futures Fund D PLC†	*		10/1996	05/2005	N/A	0	7.34 5/27/2005	(8.56 05/2005	)	(19.14 11/2004- 05/2005	)	—		—	1.73 (3 mos.	)	(17.74 (5 mos.	) )	—		—
Kenmar Performance Partners L.P.	*	*	08/1985	03/2002	265,038,978	0	0	(22.66 06/2000	)	(74.94 10/1998- 01/2002	)	(11.31 (3 mos.	) )	—	—		—		—		—
SINGLE ADVISOR POOLS
World Monitor Trust III – Series H (Class I)			12/2005		1,927,409	1,003,294	87.04	(4.68 09/2006	)	(20.07 05/2006- 02/2007	)	—		—	—		(2.33 (1 mo.	) )	(7.31	)	(3.86 (2 mos.	) )
World Monitor Trust III – Series H (Class II)			06/2006		528,000	429,571	81.17	(4.51 09/2006	)	(18.83 05/2006- 02/2007	)	—		—	—		—		(15.86 (7 mos.	) )	(3.53 (2 mos.	) )
World Monitor Trust III – Series I (Class I)			12/2005		833,300	336,070	91.85	(8.69 (01/2006	) )	(14.55 12/2005- 02/2006	)	—		—	—		(3.57 (1 mo.	) )	3.09		(7.60 (2 mos.	) )
Diversified Futures Trust I†,***	*		01/1995	—	N/A	12,352,080	211.95	(10.11 0120/05	)	(11.87 11/2004- 04/2005	)	—		—	10.88 (3 mos.	)	(2.22	)	(4.26	)	(4.83 (2 mos.	) )
Futures Strategic Trust†,***	*		05/1996	—	N/A	4,918,629	96.06	(3.25 04/2005	)			—		—	12.08 (3 mos.	)	(8.01	)	0.88		(4.17 (2 mos.	)
World Monitor Trust– Series A†, #	Single		06/1998	08/2006	N/A	0	83.23 8/25/2006	(5.18 08/2005	)	(7.97 11/2004- 03/2005	)	—		—	(2.15 (3 mos.	) )	7.72		(4.57 (8 mos.	) )	—
World Monitor Trust – Series B†, #	Single		06/1998	08/2006	N/A	0	92.65 8/25/2006	(6.33 03/2005	)	(18.29 11/2004- 10/2005	)	—		—	(1.02 (3 mos.	) )	(15.80	)	(0.37 (8 mos.	) )	—
World Monitor Trust II– Series D†, #	Single		03/2000	—	N/A	13,196,678	121.07	(5.15 08/2006	)	(18.66 05/2006- 11/2006	)	—		—	8.14 (3 mos.	)	(3.95	)	0.84		1.04 (2 mos.	)
World Monitor Trust II– Series E†, #	Single		04/2000	—	N/A	22,421,060	160.77	(10.03 01/2005	)	(19.58 12/2004- 05/2005	)	—		—	19.17 (3 mos.	)	(13.74	)	2.67		(1.80 (2 mos.	) )

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

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	TYPE OF POOL	START DATE	CLOSE DATE	AGGREGATE SUBSCRIPT.	CURRENT TOTAL NAV	CURRENT NAV PER UNIT		% WORST MONTHLY DRAW- DOWN & MONTH		% WORST PEAK-TO- VALLEY DRAW- DOWN & PERIOD		PERCENTAGE RATE OF RETURN (COMPUTED ON A COMPOUNDED MONTHLY BASIS
World Monitor Trust II– Series F†, #	Single	03/2000	—	N/A	30,578,234	163.40		(5.07 08/2005	)	(10.26 03/2006- 09/2006	)	—	—		6.18 (3 mos.	)	9.55		2.56		1.20 (2 mos.	)
Diversified Futures Trust II†, #	Single	03/1997	—	N/A	3,325,059	88.72		(15.09 01/2005	)	(37.70 11/2004- 02/2006	)	—	—		25.16 (3 mos.	)	21.67		(11.65	)	(1.13 (2 mos.	) )
Diversified Futures Fund L.P.†	Single	10/1988	—	N/A	3,422,214	292.54		(15.77 06/2006	)	(42.36 11/2004- 02/2007	)	—	—		29.98 (3 mos.	)	(23.97	)	(17.42	)	(5.04 (2 mos.	) )
International Futures Fund B PLC†, #	Single	07/1996	—	N/A	9,476,999	16.56		(11.33 08/2005	)	(28.64 11/2004- 02/2006	)	—	—		40.79 (3 mos.	)	(20.38	)	(12.59	)	0.62 (2 mos.	)
International Futures Fund C PLC†	Single	6/1996	09/2005	N/A	0	11.890 09/02/2005		(14.25 08/2005	)	(26.38 06/2005- 08/2005	)	—	—		7.93 (3 mos.	)	(20.31	)	—		—
International Futures Fund F PLC†	Single	9/1997	08/2005	N/A	0	11.72 9/2/05		(12.54 07/2005	)	(24.25 11/2004- 08/2005	)	—	—		15.26 (3 mos.	)	(20.93 9/2/05	)	—		—
The Fulcrum Fund LP1	Single	04/1997	12/2003	62,688,110	0	0		(21.22 06/2000	)	(68.16 07/1999- 09/2003	)	5.72	(15.99	)	—		—		—		—
POOLS FOR RESEARCH AND DEVELOPMENT OF TRADERS
Kenmar Venture Partners L.P.2	*	03/1987	12/2002	2,625,000	0	N/A	3	(7.82 12/2001	)	(9.91 10/2001- 02/2002	)	2.39	—		—		—		—		—

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

† The Managing Owner acquired control of the pool as of October 1, 2004. Pursuant to CFTC Rules and NFA requirements, performance prior to October 1, 2004 has not been included.

†† Current as of February 28, 2007, unless otherwise noted.

# Current as of February 23, 2007

1 Formerly The Dennis Fund LP “B” and renamed The Fulcrum Fund LP as of November 1, 2000. The Fulcrum Fund LP was sold to Beacon Management Corporation effective December 31, 2003 and, therefore, Preferred Investment Solutions Corp. no longer serves as general partner.

2 Kenmar Venture Partners L.P. ceased being a Unit-based fund as of October 1, 2001. After October 1, 2001 Kenmar Venture Partners L.P. utilized a value based valuation of each limited partner’s ownership interest. Kenmar Venture Partners L.P. was closed on December 31, 2002.

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Footnotes to Performance Information

1. Name of Pool.

2. Type of Pool:

“Single” means that the assets are managed by one commodity trading advisor.

* Although multiple commodity trading advisors were used at certain times during the history of the pool, the pool may not have been a “multi-advisor pool” as defined by the CFTC due to the fact that one of those commodity trading advisors may have been allocated in excess of twenty-five percent of the pool’s funds available for trading.

** Commenced trading as a single-advisor pool and assets were subsequently allocated to multiple trading advisors. The pool is not a “multi-advisor-pool” as defined by the CFTC for the reason discussed above.

*** Commenced trading as a multi-advisor pool and assets were subsequently allocated to a single trading advisor. The pools are not “multi-advisor-pools” as defined by the CFTC for the reason discussed above.

3. Start Date. Pools that were purchased by the Managing Owner have existed prior to the effective date of ownership, October 1, 2004, and performance with respect to such recently purchased pools has been disclosed starting as of October 1, 2004, as applicable.

4. “Close Date” is the date the pool liquidated its assets and ceased to do business.

5. “Aggregate Subscript.” is the aggregate of all amounts ever contributed to the pool, including investors who subsequently redeemed their investments.

6. “Current Total NAV” is the Net Asset Value of the pool as of February 28, 2007, unless otherwise noted as of February 23, 2007.

7. “Current NAV Per Unit” is the Current Net Asset Value of the pool divided by the total number of units (shares) outstanding as of February 28, 2007, unless otherwise noted as of February 23, 2007. Current NAV per Unit is based on the value of a hypothetical $1,000 unit of investment over time.

In the case of liquidated pools, the NAV per unit on the date of liquidation of the pool is set forth.

8. “% Worst Monthly Drawdown” is the largest single month loss sustained since inception of trading. “Drawdown” as used in this section of the Prospectus means losses experienced by the relevant pool over the specified period and is calculated on a rate of return basis, i.e., dividing net performance by beginning equity. “Drawdown” is measured on the basis of monthly returns only, and does not reflect intra-month figures. “Month” is the month of the % Worst Monthly Drawdown.

9. “% Worst Peak-to-Valley Drawdown” is the largest percentage decline in the Net Asset Value per Unit over the history of the pool. This need not be a continuous decline, but can be a series of positive and negative returns where the negative returns are larger than the positive returns. “% Worst Peak-to-Valley Drawdown” represents the greatest percentage decline from any month-end Net Asset Value per Unit that occurs without such month-end Net Asset Value per Unit being equaled or exceeded as of a subsequent month-end. For example, if the Net Asset Value per Unit of a particular pool declined by $1 in each of January and February, increased by $1 in March and declined again by $2 in April, a “peak-to-valley drawdown” analysis conducted as of the end of April would consider that “drawdown” to be still continuing and to be $3 in amount, whereas if the Net Asset Value per Unit had increased by $2 in March, the January-February drawdown would have ended as of the end of February at the $2 level.

10. “Period” is the period of the “% Worst Peak-to-Valley Drawdown.”

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PART TWO

STATEMENT OF ADDITIONAL INFORMATION

WORLD MONITOR TRUST III

WORLD MONITOR TRUST III – SERIES G

WORLD MONITOR TRUST III – SERIES G

Units of Beneficial Interest

This is a speculative and leveraged investment which involves the risk of loss.

Past performance is not necessarily indicative of future results.

See “The Risks You Face” beginning on page 17 in Part One.

THIS PROSPECTUS IS IN TWO PARTS: A DISCLOSURE

DOCUMENT AND A STATEMENT OF ADDITIONAL

INFORMATION. THESE PARTS ARE BOUND

TOGETHER, AND BOTH CONTAIN

IMPORTANT INFORMATION

Preferred Investment Solutions Corp.

Managing Owner

April [__], 2007

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PART TWO

STATEMENT OF ADDITIONAL INFORMATION

TABLE OF CONTENTS

	Page
The Futures and Forward Markets	116
Futures and Forward Contracts	116
Hedgers and Speculators	116
Commodity Exchanges	116
Speculative Position and Daily Price Fluctuation Limits	117
Margins	117
Investment Factors	117
Investment Factors	117
Value of Diversifying in Managed Futures	119
Market Comparisons	123
Comparative Performance and Correlation Charts	124
Additional Advantages of Managed Futures	126
Small Minimum Investment; Smaller Minimum Additional Investment	126
Trading Programs of the Trust and Pro-Forma Performance	127
Graham Capital Management, L.P.	127
Eagle Trading Systems, Inc	128
Ortus Capital Management Limited.	129
Trading Programs for Series J and Actual Performance	130
Graham Capital Management, L.P.	130
Eagle Trading Systems, Inc	131
Proprietary Trading of Advisors with Respect to Offered Programs	132
Eagle Trading Systems, Inc	132
Glossary of Defined Terms	GL-1
Financial Statements	FS-1
Exhibit A—Form of Second Amended and Restated Declaration of Trust and Trust Agreement	TA-1
Annex—Request for Redemption
Annex—Exchange Request for Class I Units of Beneficial Ownership
Annex—Exchange Request for Class II Units of Beneficial Ownership
Exhibit B—Subscription Requirements	SR–1
Exhibit C—Subscription Instructions,
Subscription Agreement and Power of Attorney	SA–6
Exhibit D—Privacy Notice	P–1

THE FUTURES AND FORWARD MARKETS

Futures and Forward Contracts

Commodity futures contracts in the United States are required to be made on approved commodity exchanges and call for the future delivery of various commodities at a specified time, place and price. These contractual obligations, depending on whether one is a buyer or a seller, may be satisfied either by taking or making physical delivery of an approved grade of the particular commodity (or, in the case of some contracts, by cash settlement) or by making an offsetting sale or purchase of an equivalent commodity futures contract on the same exchange prior to the designated date of delivery. Certain futures contracts call for cash settlement rather than settlement by delivery, and the Trust will, in any event, offset virtually all of its futures contracts prior to any actual delivery occurring.

Currencies may be purchased or sold for future delivery through banks or dealers pursuant to what are commonly referred to as “spot” or “forward” contracts. Spot contracts settle two days after the trade date; forward contracts have more delayed settlements. Spot and forward contracts are commonly referred to collectively as “cash” contracts. In trading cash currency contracts for the Trust, banks or dealers act as principals and include their anticipated profit and costs in the prices they quote; such mark-ups are known as “bid-ask” spreads. Brokerage commissions are typically not charged in cash trading.

Hedgers and Speculators

The two broad classifications of persons who trade in commodity futures are “hedgers” and “speculators.” Commercial interests, including farmers, that market or process commodities use the futures markets to a significant extent for hedging. Hedging is a protective procedure designed to minimize losses that may occur because of price fluctuations, for example, between the time a merchandiser or processor makes a contract to sell a raw or processed commodity and the time he must perform the contract. The commodity markets enable the hedger to shift the risk of price fluctuations to the speculator. The speculator, unlike the hedger, generally expects neither to deliver nor receive the physical commodity; rather, the speculator risks his or her capital with the hope of making profits from price fluctuations in commodity futures contracts. Speculators, such as the Trust, rarely take or make delivery of the physical commodity but rather close out their futures positions by entering into offsetting purchases or sales of futures contracts. The Trust does not anticipate taking or making delivery of any physical commodities.

Commodity Exchanges

Commodity exchanges provide centralized market facilities for trading in futures contracts relating to specified commodities. Each of the commodity exchanges in the United States has an associated “clearinghouse.” Once trades made between members of an exchange have been confirmed, the clearinghouse becomes substituted for the clearing member acting on behalf of each buyer and each seller of contracts traded on the exchange and in effect becomes the other party to the trade. Thereafter, each clearing member firm party to the trade looks only to the clearinghouse for performance. Clearinghouses do not deal with customers, but only with member firms, and the “guarantee” of performance under open positions provided by the clearinghouse does not run to customers. If a customer’s commodity broker becomes bankrupt or insolvent, or otherwise defaults on such broker’s obligations to such customer, the customer in question may not receive all amounts owing to such customer in respect of his trading, despite the clearinghouse fully discharging all of its obligations.

The Advisors retained by the Trust trade on a number of foreign commodity exchanges. Foreign commodity exchanges differ in certain respects from their United States counterparts and are not subject to regulation by any United States governmental agency. Accordingly, the protections afforded by such regulation are not available to the Trust to the extent that it trades on such exchanges. In contrast to United States exchanges, many foreign exchanges are “principals’ markets,” where trades remain the liability of the traders involved and the there is no clearinghouse to become substituted for any party. Many foreign exchanges also have no position limits, with each dealer establishing the size of the positions it will permit individual traders to hold.

To the extent that the Trust engages in transactions on foreign exchanges, it is subject to the risk of fluctuations in the exchange rate between the currencies in which the contracts traded on such foreign exchanges are denominated and United States dollars, as well as the possibility that exchange controls could be imposed in the future.

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Speculative Position and Daily Price Fluctuation Limits

The CFTC and the United States exchanges have established limits, referred to as “speculative position limits,” on the maximum net long or net short position that any person (other than a hedger) may hold or control in futures contracts or options on futures contracts in particular commodities. The principal purpose of speculative position limits is to prevent a “corner” on the market or undue influence on prices by any single trader or group of traders. A number of financial markets have replaced “position limits” with “position accountability,” and the cash currency markets are not subject to such limits. However, speculative position limits continue to be applicable in a number of important markets. These limits may restrict an Advisor’s ability to acquire potentially profitable positions which such Advisor otherwise would acquire on behalf of the Trust.

Most United States exchanges limit by regulations the maximum permissible fluctuation in commodity futures contract prices during a single trading day. These regulations establish what are commonly referred to as “daily limits.” Daily limits restrict the maximum amount by which the price of a futures contract may vary either up or down from the previous day’s settlement price. Because these limits apply on a day-to-day basis, they do not limit ultimate losses, but may reduce or eliminate liquidity. Daily limits are generally not applicable to currency futures or to forward contracts.

Margins

Margins represent a security deposit to assure futures traders’ performance under their open positions. When a position is established, “margin” is deposited and at the close of each trading day “variation margin” is either credited or debited from a trader’s account, representing the unrealized gain or loss on open positions during the day. If “variation margin” payments cause a trader’s “margin” to fall below “maintenance margin” levels, a “margin call” will be made requiring the trader to deposit additional margin or have his position closed out.

INVESTMENT FACTORS

Investment Factors

Managed Futures is a sector of the futures industry made up of professionals, or commodity trading advisors (“CTAs”), who on behalf of their clients manage portfolios made up of futures and forward contracts and related instruments traded around the world. Utilizing extensive resources, markets can be accessed and monitored around the world, 24 hours a day.

For over 20 years institutions and individuals have made Managed Futures part of their well-diversified portfolios. In that time period, the industry has grown to approximately $86 billion in assets under management.*

As the industry has grown, so has the number, liquidity and efficiency of the futures markets globally. Since 1974 the U.S. futures markets have grown from consisting primarily of agricultural contracts to include financial contracts, providing greater diversification and flexibility. The pie charts below demonstrate this growth of diversity within the futures industry. In 1974 the agricultural sector dominated the trading volume of the industry. By 2004 the agricultural sector represented only 5% of trading while interest rate, currencies and stock indices contracts represented 91%. These interest rate contracts include contracts on U.S. debt instruments, European debt instruments, and bonds in Asia and Australia.

* Managed Futures encompass over 50 markets worldwide, and as a result investors can gain global market exposure in their portfolios as well as add non-financial investments. Thus, investing in a managed futures fund can be an effective way to globally diversify a portfolio.

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Dramatic Changes in Futures Industry

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

Source: Futures Industry Association, Washington, D.C.

(1) Represented by the percentage of the number of contracts traded per year.

(2) Based on average volume of contracts as of December 2004.

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Value of Diversifying into Managed Futures

Allocating a portion of the risk segment of a portfolio to a managed futures investment, such as the Trust, may add a potentially valuable element of diversification to a traditionally-structured portfolio. Historically over the long term, the returns recognized on managed futures investments have been non-correlated with the performance of stocks and bonds, suggesting that a successful managed futures investment may be a valuable complement to a portfolio of stocks and bonds. Diversifying assets among different investments that generate positive but non-correlated returns has the potential to decrease risk without a corresponding decrease in returns—enhancing the risk/reward profile and overall “efficiency” of a portfolio. Non-correlation is not negative correlation. The performance of the Trust is anticipated to be generally unrelated, but may frequently be similar, to the performance of the general equity markets.

The following discussion and charts, which include the Barclay CTA Index, are intended to explain managed futures as an asset category, and to demonstrate the potential value of allocating a small portion of a portfolio to a managed futures investment, such as the Trust. The Barclay CTA Index is utilized as a broad measure of overall managed futures returns, as compared to other indices that measure the overall returns of stocks and bonds as separate asset classes. The Barclay CTA Index is not the same as an investment in the Trust, and the Trust may perform quite differently than the Index, just as an individual stock may perform quite differently from the S&P 500 Index.

The black area of the chart below shows the benefit of adding 10% Barclay CTA Index (Managed Futures) to a hypothetical portfolio made up of 60% S&P 500 (US Stocks) and 40% Lehman Gov’t (US Bonds), assuming an initial investment of $1,000. The combined portfolio showed improved returns over the last twenty-two years and lower volatility (a common measure of risk) than a portfolio made up of stocks and bonds alone.

Diversifying Into Managed Futures

Jan. 1980 – Feb. 2007

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

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The graph depicts the actual performance of the Barclay CTA Index, in combination with stocks and bonds. Portfolios rebalanced annually. The “Stocks” portion is represented by the S&P 500 Index and the “Bonds” portion by the Lehman Brothers Government Corporate Bond Index. These are passive indices of equity and debt securities which are generally purchased by investors with an investment objective of capital preservation, growth or income.

Barclay CTA Index* (Managed Futures) – The Barclay CTA Index is a leading industry benchmark of representative performance of commodity trading advisors. There are currently 428 programs included in the calculation of the Barclay CTA Index for the year 2007, which is unweighted and rebalanced at the beginning of each year. To qualify for inclusion in the CTA Index, an advisor must have four years of prior performance history. Additional programs introduced by qualified advisors are not added to the Index until after their second year. These restrictions, which offset the high turnover rates of trading advisors as well as their artificially high short-term performance records, ensure the accuracy and reliability of the Barclay CTA Index. There are currently 396 programs included in the calculation of the Barclay CTA Index for the year 2005, which is unweighted and rebalanced at the beginning of each year.

To qualify for inclusion in the CTA Index, an advisor must have four years of prior performance history. Additional programs introduced by qualified advisors are not added to the Index until after their second year. These restrictions, which offset the high turnover rates of trading advisors as well as their artificially high short-term performance records, ensure the accuracy and reliability of the Barclay CTA Index. The current year of performance for the Barclay CTA Index is estimated. Performance is finalized after year-end. (Source: Barclay’s Website) The performance for all indices was calculated using compounded monthly returns. A prospective investor is advised that neither the above graph nor the performance tables in this prospectus should be interpreted to mean that the Trust will obtain similar results or generate any profits whatsoever in the future. The current year of performance for the Barclay CTA Index is estimated. Performance is finalized after year-end.

A Managed Futures fund provides these benefits to an investor’s overall portfolio:

• Profit potential in any market environment

• Access to global financial and non-financial futures markets

• Potential for both reduced volatility and/or enhanced returns

Futures and forwards contracts exhibit more risk than stocks or bonds. However, adding a Managed Futures fund to a stock-and-bond-only portfolio has the potential to reduce overall portfolio volatility and enhance returns.

This potential benefit was initially demonstrated in two key academic works. First, Modern Portfolio Theory, developed by the Nobel Prize Laureate economists Drs. Harry M. Markowitz and William Sharpe, asserts that investments having positive returns and low to non-correlation with each other can improve the risk/reward characteristics of the combined holdings. In other words, a portfolio of different investments with positive returns independent of each other (i.e. non-correlated) can improve the risk profile of an investor’s entire portfolio.

Modern Portfolio Theory suggests that a portfolio manager should diversify into asset categories that have little or no correlation with the other asset categories in the portfolio. The Nobel Prize for Economics in 1990 was awarded to Dr. Harry Markowitz for demonstrating that the total return can increase, and/or risks can be reduced, when portfolios have positively performing asset categories that are essentially non-correlated. Even an investor who diversifies into international stocks and bonds may not obtain enough non-correlation. Over time, alternative investment classes such as real estate and international stocks and bonds may correlate closely with domestic equities as the global economy expands and contracts. The logical question that then arises is: “What investment can add value to a portfolio by enhancing returns and reducing portfolio volatility?”

Historically, managed futures investments have had very little correlation to the stock and bond markets. The Managing Owner believes that the performance of the Trust should also exhibit a substantial degree of non-correlation (not, however, necessarily negative correlation) with the performance of traditional equity and debt portfolio components. Unlike short selling in the securities markets, selling futures short is no more difficult than establishing a long position. The profit and loss potential of futures trading is not dependent upon economic prosperity or interest rate or currency stability. Diversifying assets among different investments that generate positive but non-correlated returns has the potential to decrease risk

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without a corresponding decrease in returns — enhancing the reward/risk profile of a portfolio, as demonstrated in the graphs below. Non-correlation will not provide any diversification advantages unless the non-correlated assets are outperforming other portfolio assets, and there is no guarantee that the Trust will outperform other sectors of the portfolio (or not produce losses). Additionally, although adding managed futures funds to a portfolio may provide diversification, managed futures funds are not a hedging mechanism and there is no guarantee that managed futures funds will appreciate during periods of inflation or stock and bond market declines.

Value of Initial $10,000 Portfolio With a 10% Allocation to the Barclay CTA Index

vs. A Stocks and Bonds Portfolio: January 1980 – February 2007

Growth of Initial $10,000 Investment	Risk as Measured by Standard Deviation of Annual Returns

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS. The graph depicts the actual performance of the Barclay CTA Index, in combination with stocks and bonds. The “Stocks” portion is represented by the S&P 500 Index and the “Bonds” portion by the Lehman Brothers Government Corporate Bond Index. These are passive indices of equity and debt securities which are generally purchased by investors with an investment objective of capital preservation, growth or income.

Barclay CTA Index* (Managed Futures) – The Barclay CTA Index is a leading industry benchmark of representative performance of commodity trading advisors. There are currently 439 programs included in the calculation of the Barclay CTA Index for the year 2005, which is unweighted and rebalanced at the beginning of each year.

To qualify for inclusion in the CTA Index, an advisor must have four years of prior performance history. Additional programs introduced by qualified advisors are not added to the Index until after their second year. These restrictions, which offset the high turnover rates of trading advisors as well as their artificially high short-term performance records, ensure the accuracy and reliability of the Barclay CTA Index. The current year of performance for the Barclay CTA Index is estimated. Performance is finalized after year-end. Source: Barclay’s Website

[Remainder of page left blank intentionally.]

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Correlation of Managed Futures January 1980 – February 2007

	Barclay CTA Index* (Managed Futures)	S&P 500* (US Stocks)	MSCI EAFE* (Int’l Stocks)	Lehman Gov’t* (US Bonds)
Barclay CTA Index (Managed Futures)	1.00
S&P 500 (US Stocks)	0.02	1.00
MSCI EAFE (Int’l Stocks)	-0.02	0.57	1.00
Lehman Gov’t (US Bonds)	0.04	0.18	0.13	1.00

Non-correlation is not negative correlation. The performance of a Managed Futures investment such as the Trust can be anticipated to be generally unrelated, but may frequently be similar, to the performance of the general equity and debt markets.

* See “Notes To Comparative Performance And Correlation Charts” at the end of this section.

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

Correlation is a statistical measure of the degree to which two variables are related. It is expressed as a number between -1 and 1, with a negative number implying the variables tend to move in opposite directions, while a positive number implies the variables move in the same direction.

Non-correlated performance is not negatively correlated performance. Managing Owner has no expectation that the performance of the Trust will be inversely related to that of the general debt and equity markets, i.e., likely to be profitable when the latter are unprofitable or vice-versa. Non-correlation means only that the performance of the Trust has, in Managing Owner’s judgment, a substantial likelihood of being unrelated to the performance of equities and debt instruments, reflecting Managing Owner’s belief that certain factors which affect equity and debt prices may affect the Trust differently and that certain factors which affect the former may not affect the latter. The Net Asset Value per Unit may decline or increase more or less than equity and debt instruments during both bear and bull markets.

In his landmark study, Dr. John Lintner of Harvard University was the first of many to demonstrate specifically that adding a Managed Futures component to a portfolio can enhance returns.

Dr. Lintner concluded that a portfolio of judicious investments in stocks, bonds and Managed Futures “. . . show(s) substantially less risk at every possible level of expected return than portfolios of stocks (or stocks and bonds) alone.”⁽¹⁾

This diversification effect of Managed Futures is also demonstrated by looking at the performance of Managed Futures compared to that of U.S. stocks, U.S. bonds and international stocks during a major decline. When measured against a decline in the stock and bond markets, Managed Futures has the ability to provide portfolio diversification due to its non-correlation to stocks and bonds. This does not mean that the returns of Managed Futures are negatively correlated (i.e. perform opposite) to those of stocks and bonds.

Although adding a Managed Futures investment such as the Trust may provide diversification to a portfolio, the Trust is not a hedging mechanism; there is no guarantee the Trust will appreciate during periods of stock market declines. In addition, the performance of a Managed Futures investment such as the Trust can be anticipated to be generally unrelated, but may frequently be similar to the performance of general equity markets.

⁽¹⁾ Lintner, John, “The Potential Role of Managed Commodity Financial Futures Accounts (and/or Funds) in Portfolios of Stocks and Bonds.” Annual Conference of Financial Analysts Federation, May 1983.

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Market Comparisons

Four Largest S&P 500 Declines Since 1980 and Corresponding Managed Futures Performance	Four Largest Managed Futures Declines Since 1980 and Corresponding S&P 500 Performance

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

The Trust offers investors the potential to earn significant profits over time, although not without significant risk.

The Trust offers the potential for diversification from traditional investments. Investors have the opportunity to participate in a large number of global markets and sectors that are typically not represented in traditional portfolios, and which offer potential profit (or loss) in both rising and falling markets.

Managed futures investments may perform differently than stocks and bonds. In addition, different types of alternative investments are frequently non-correlated with each other. This creates the potential to assemble a combination of alternative investments able to profit in different economic cycles and international markets, while reducing the portfolio concentration of traditional long equity and debt holdings. (Non-correlation is not negative correlation; managed futures’ performance is not expected to be generally opposite, but rather unrelated, to stocks and bonds.)

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Comparative Performance and Correlation Charts

The table below demonstrates the differences in performance of stocks, bonds and Managed Futures during each year from January 1980 through February 2007. The chart below the table shows the worst peak-to-valley losses of the four asset classes for the same period.

Year	Barclay CTA Index		S&P 500 (US Stocks)		MSCI EAFE (Int’l Stocks)		Lehman Gov’t (US Bonds)
1980	63.7	%	32.5	%	24.4	%	6.4	%
1981	23.9		-4.9		-1.0		10.5
1982	16.7		21.5		-0.9		26.1
1983	23.7		22.6		24.6		8.6
1984	8.7		6.3		7.9		14.4
1985	25.5		31.7		56.7		18.1
1986	3.8		18.7		69.9		13.1
1987	57.3		5.3		24.9		3.7
1988	21.8		16.6		28.6		6.7
1989	1.8		31.7		10.8		12.8
1990	21.0		-3.1		-23.2		9.2
1991	3.7		30.5		12.5		14.6
1992	-0.9		7.6		-11.8		7.2
1993	10.4		10.1		32.9		8.8
1994	-0.7		1.3		8.1		-1.9
1995	13.6		37.6		11.6		15.3
1996	9.1		23.0		6.4		4.1
1997	10.9		33.4		2.1		7.9
1998	7.0		28.6		20.3		8.4
1999	-1.2		21.0		27.3		0.4
2000	7.9		-9.1		-14.0		10.1
2001	0.8		-11.9		-21.2		9.0
2002	12.4		-22.1		-15.7		9.8
2003	8.7		28.7		39.2		4.3
2004	3.3		10.9		20.7		3.0
2005	1.7		4.9		14.0		1.6
2006	3.6		15.8		26.9		4.1
2007	0.1		(0.5	)	1.5		1.4

* See “Notes to Comparative Performance and Correlation Charts” at end of this Section.

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

[Remainder of page left blank intentionally.]

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Worst Peak-to-Valley Loss from January 1980 through February 2007

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

Notes to Comparative Performance and Correlation Charts

S&P 500* (U.S. Stocks)—The S&P 500 Index is a market-capitalization-weighted index of 500 publicly-traded stocks, with dividends reinvested. Source: Economagic website.

MSCI EAFE* (International Stocks)—The MSCI EAFE Index is an unmanaged index generally considered representative of the international stock market. It is based on companies representing stock markets of Europe, Australia, New Zealand and the Far East. Market values are converted into U.S. Dollars at current exchange rates. Source: Morgan Stanley Capital International website.

Lehman Gov’t* (U.S. Bonds)—The Lehman Intermediate Government/Credit Bond Index is a subgroup of the Lehman Government/Corporate Bond Index and includes securities in the Government and Corporate Indices. Source: Lehman Brothers website.

Barclay CTA Index* (Managed Futures)—The Barclay CTA Index is a leading industry benchmark of representative performance of commodity trading advisors. There are currently 396 programs included in the calculation of the Barclay CTA Index for the year 2005, which is unweighted and rebalanced at the beginning of each year.

To qualify for inclusion in the CTA Index, an advisor must have four years of prior performance history. Additional programs introduced by qualified advisors are not added to the Index until after their second year. These restrictions, which offset the high turnover rates of trading advisors as well as their artificially high short-term performance records, ensure the accuracy and reliability of the Barclay CTA Index. The current year of performance for the Barclay CTA Index is estimated. Performance is finalized after year-end.

Standard Deviation – Standard Deviation measures the dispersal or uncertainty in investment returns. It measures the degree of variation of returns around the mean (average) return. The higher the volatility of the investment returns, the higher the standard deviation will be. For this reason, standard deviation is often used as a measure of investment risk.

Maximum Drawdown – Maximum Drawdown is any losing period during an investment record. The maximum drawdown is the largest percentage drawdown that has occurred in any investment data record.

* These indices are representative of equity and debt securities and are not to be construed as an actively managed portfolio.

Investors should be aware that stocks, bonds and managed futures are very different types of investments, each involving different investment considerations and risks, including but not limited to liquidity, safety, guarantees, insurance, fluctuation of principal and/or return, tax features, leverage and volatility.

For example, trading in futures, forwards and options may involve a greater degree of risk than investing in stocks and bonds due to, among other things, a greater degree of leverage and volatility. Also, U.S. government bonds are guaranteed by the U.S. government and, if held to maturity, offer both a fixed rate of interest and return of principal.

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Additional Advantages of Managed Futures Investments

100% Interest Credit. Unlike some “alternative investment” funds, the Trust will not be required to borrow money in order to obtain the leverage used in its trading strategy. Accordingly, the Trust does not anticipate that it will incur any interest expense. The Trust’s margin deposits will be maintained in cash equivalents, such as U.S. Treasury bills. Interest is earned on 100% of the Trust’s available assets (which include unrealized profits credited to the Trust’s accounts).

Liquidity. In most cases the underlying markets have liquidity. Some markets trade 24 hours on business days. There can be exceptional cases where there may be no buyer or seller for a particular market. However, one of the selection criteria for a market to be included in the Trust is good liquidity, and historically “lock limit” situations have not been common. Investors may redeem all or a portion of their Units on a monthly basis —beginning with the end of the first month following purchase of such Units — subject to a declining redemption fee during the first twelve months of ownership.

Convenience. The Trust provides a convenient means to participate in global markets and opportunities without the time required to master complex trading strategies and monitor multiple international markets.

Limited Liability. The liability of investors in the Trust is limited to the amount of their investment in the Trust. Unitholders will never be required to contribute additional capital to the Trust.

Profit potential in any market environment. With stocks and bonds, investors typically buy securities that they believe will increase in value, and they may have no strategy when markets fall. Futures contracts, on the other hand, can be easily sold short on the prospect that a market will go down. As a result, declining markets represent opportunities for Managed Futures.

Access to global financial and non-financial markets. Finally, over the years the futures markets have expanded globally to include investments in stock indices and bonds, currencies, precious and base metals, agricultural products and so forth. Investors can gain access to over 50 financial and non-financial markets around the globe.

Small Minimum Investment; Smaller Minimum Additional Investment

Many of the Advisors are only available to manage individual accounts of substantial size ranging from $500,000 to $5,000,000. Investors in the Trust are able to gain access to each of these Advisors, and to the diversification benefits of placing assets with all of them, for a minimum investment of $5,000 (or $2,000 in the case of trustees or custodians of eligible employee benefit plans and individual retirement accounts). Existing Unitholders making additional investments may do so in minimums of $2,000.

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TRADING PROGRAMS FOR THE TRUST AND PRO-FORMA PERFORMANCE

The following section discloses the actual track record of Graham Capital Management, L.P., Eagle Trading Systems Inc. and Ortus Capital Management (Cayman) Limited with respect to the programs that the Trust offers via Series G and Series J, but, such track records are pro-forma records which are adjusted to reflect WMT-III fees, as disclosed below.

Graham Capital Management, L.P.

Global Diversified Program at 150% Leverage

(to be traded on behalf of Series G and Series J through WMT III Series G/J Trading Vehicle LLC)

Graham’s Global Diversified Program at 150% Leverage utilizes multiple computerized trading models designed to capture profit opportunities during sustained price trends in approximately 65 global markets. This program features broad diversification in both financial and non-financial markets. The trading strategies are primarily long-term in nature and are intended to generate significant returns over time with an acceptable degree of risk and volatility.

The Global Diversified Program at 150% Leverage began trading customer assets in May 1997. Graham was formed in May 1994, and has been managing customer assets in a variety of different trading programs since February 1995. As of February 28, 2007, assets under management in all programs was a total of approximately $5.2 billion (including “notional” equity) and $394 million (including “notional” equity) in the program selected for WMT III Series G/J Trading Vehicle LLC.

Pro-forma performance of Global Diversified Program at 150% Leverage (to be traded on behalf of WMT III Series G/J Trading Vehicle LLC) for each of Series G and Series J is presented below.

Series G	1997	1998	1999	2000	2001	2002	2003	2004	2005*
Class I	7.57% (8 months)	11.12%	0.95%	18.29%	6.68%	25.92%	12.13%	7.22%	(11.96)%
Class II	9.02% (8 months)	13.39%	3.03%	20.69%	8.86%	28.44%	14.38%	9.37%	(10.30)%
Series J	1997	1998	1999	2000	2001	2002	2003	2004	2005*
Class I	8.16% (8 months)	12.05%	1.80%	19.30%	7.57%	26.94%	13.02%	8.07%	(11.29)%
Class II	9.63% (8 months)	14.34%	3.89%	21.72%	9.77%	29.51%	15.33%	10.29%	(9.60)%

* through November 30, 2005

Performance shown is the actual track record of the advisor adjusted to reflect pro forma fees payable by Series G and Series J, including the Managing Owner’s Management Fee at 0.50%, Service Fee Reimbursement at 2.00% (Class I, only), Sales Commission at 1.00% and Administrative Expense (1.50% for Series G; 0.68% for Series J). Brokerage Commissions, the Advisor’s Base Fee and Incentive Fee have been calculated in the underlying actual performance result. Additionally, for the first twelve months of the track record above, pro forma annualized Organization and Offering expenses of 0.50% are reflected.

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS

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Eagle Trading Systems Inc.

Eagle Momentum Program

(to be traded on behalf of Series J)

The Eagle Momentum Program is a computerized, technical trading system developed to capture short and intermediate term trading opportunities in markets that exhibit strong price momentum. The adoption of the trading philosophy to a computerized trading system was done by applying rule-based techniques to confirm the trading concept over an extensive body of historical market data and by constantly monitoring and reevaluating the rules in actual trading. The program currently covers 30 commodities, currencies, stock indices and global fixed income markets.

Eagle was founded in May 1993 and has managed customer assets since August 1993. The firm has developed various trading programs, and managed a total of approximately $1.285 billion (including “notional” equity) assets as of February 28, 2007. The program selected for WMT-III first began trading customer assets in October 2003, but traded its proprietary assets in the same program from February 2001 to September 2003. Eagle manages approximately $29 million (including “notional” equity) in the program selected for Series J as of February 28, 2007.

Pro-forma performance of Eagle Momentum Program (to be traded on behalf of Series J) is presented below.

Series J	2003		2004		2005*
Class I	4.00 (3 months	% )	0.30	%	(9.16	)%
Class II	4.52 (3 months	% )	2.37	%	(7.43	)%

* through November 30, 2005

Pro-forma performance of Eagle Momentum Program (proprietary trading only)

Series J	2001		2002		2003
Class I	13.54 (11 months	% )	18.53	%	21.05 (9 months	% )
Class II	15.65 (11 months	% )	20.94	%	22.88 (9 months	% )

Performance shown is the actual track record of the advisor adjusted to reflect pro forma fees payable by Series J, including the Managing Owner’s Management Fee at 0.50%, Service Fee Reimbursement at 2.00% (Class I, only), Sales Commission at 1.00% and Administrative Expense at 0.68%. Brokerage Commissions, the Advisor’s Base Fee and Incentive Fee have been calculated in the underlying actual performance result. Additionally, for the first twelve months of the track record above, pro forma annualized Organization and Offering expenses of 0.50% are reflected.

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS

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Ortus Capital Management Limited

Major Currency Program

(to be traded on behalf of Series J)

Ortus Major Currency Program is a systematic investment strategy in major currencies. It is designed to take advantage of the opportunities available as various currencies and their underlying economies go through different “cycles”. Ortus believes that the key to exploiting such cycles lies in the ability to systematically quantify the dynamic interactions between asset prices and underlying economic fundamentals. Ortus’ models are based on applications of dynamic equilibrium theory and are calibrated against current market conditions. The portfolio at any given time is computed by Ortus’ portfolio optimization and risk management programmes. The investment process is systematic, dynamic, and continuous.

Ortus Major Currency Program began trading customer assets in September 2003. As of February 28, 2007, assets under management in all programs was a total of approximately $1.045 billion (including “notional” equity), all of which is in the program selected for Series J.

Pro-forma performance of Ortus Major Currency Program (to be traded on behalf of Series J) is presented below.

Series J	2003		2004		2005		2006		2007*
Class I	15.71 (3 months	% )	(1.74	)%	11.90	%	28.78	%	(0.70 (2 months	)% )
Class II	16.25 (3 months	% )	0.27	%	14.12	%	31.32	%	(0.36 (2 months	)% )

* through February 28, 2007

Performance shown is the actual track record of the advisor adjusted to reflect pro forma fees payable by Series J, including the Managing Owner’s Management Fee at 0.50%, Service Fee Reimbursement at 2.00% (Class I, only), Sales Commission at 1.00% and Administrative Expense at 0.68%. Brokerage Commissions, the Advisor’s Base Fee and Incentive Fee have been calculated in the underlying actual performance result. Additionally, for the first twelve months of the track record above, pro forma annualized Organization and Offering expenses of 0.50% are reflected.

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS

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TRADING PROGRAMS FOR SERIES J AND ACTUAL PERFORMANCE

The following section discloses the actual performance Graham Capital Management, L.P. and Eagle Trading Systems Inc. for Series J, net of the fees and expenses of Series J.

Graham Capital Management, L.P.

Global Diversified Program at 150% Leverage

Series J, Class I

Monthly Rate of Return	2002(%)	2003(%)	2004(%)	2005(%)		2006(%)		2007(%)
January	—	—	—	—		1.51	%	(2.30	)%
February	—	—	—	—		(0.80	)%	(4.90	)%
March	—	—	—	—		3.37	%
April	—	—	—	—		4.88	%
May	—	—	—	—		(2.56	)%
June	—	—	—	—		(1.07	)%
July	—	—	—	—		(2.22	)%
August	—	—	—	—		(1.65	)%
September	—	—	—	—		1.52	%
October	—	—	—	—		(0.14	)%
November	—	—	—	—		1.40	%
December	—	—	—	(2.99	)%	0.27	%
Compound Rate of Return	—	—	—	(2.99 (1 month	)% )	4.32	%	(7.09 (2 months	)% )

Series J, Class II

Monthly Rate of Return	2002(%)	2003(%)	2004(%)	2005(%)	2006(%)		2007(%)
January	—	—	—	—	—		(2.12	)%
February	—	—	—	—	—		(4.73	)%
March	—	—	—	—	—
April	—	—	—	—	—
May	—	—	—	—	(1.15	)%
June	—	—	—	—	(0.85	)%
July	—	—	—	—	(1.99	)%
August	—	—	—	—	(1.44	)%
September	—	—	—	—	1.73	%
October	—	—	—	—	0.03	%
November	—	—	—	—	1.57	%
December	—	—	—	—	0.49	%
Compound Rate of Return	—	—	—	—	1.67 (8 months	% )	(6.75 (2 months	)% )

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

See Notes to Performance Information on page 31.

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Eagle Trading Systems Inc.

Eagle Momentum Program

Series J, Class I

Monthly Rate of Return	2002(%)	2003(%)	2004(%)	2005(%)		2006(%)		2007(%)
January	—	—	—	—		(8.61	)%	(0.22	)%
February	—	—	—	—		(2.90	)%	(7.44	)%
March	—	—	—	—		1.34	%
April	—	—	—	—		13.27	%
May	—	—	—	—		2.77	%
June	—	—	—	—		(2.28	)%
July	—	—	—	—		(5.77	)%
August	—	—	—	—		0.85	%
September	—	—	—	—		0.46	%
October	—	—	—	—		(2.19	)%
November	—	—	—	—		3.87	%
December	—	—	—	(3.04	)%	4.42	%
Compound Rate of Return	—	—	—	(3.04 (1 month	)% )	3.60	%	(7.64 (2 months	)% )

Series J, Class II

Monthly Rate of Return	2002(%)	2003(%)	2004(%)	2005(%)	2006(%)		2007(%)
January	—	—	—	—	—		(0.03	)%
February	—	—	—	—	—		(7.27	)%
March	—	—	—	—	—
April	—	—	—	—	—
May	—	—	—	—	4.30	%
June	—	—	—	—	(2.07	)%
July	—	—	—	—	(5.55	)%
August	—	—	—	—	1.05	%
September	—	—	—	—	0.64	%
October	—	—	—	—	(2.01	)%
November	—	—	—	—	4.04	%
December	—	—	—	—	4.64	%
Compound Rate of Return	—	—	—	—	4.66 (8 months	% )	(7.30 (2 months	)% )

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

See Notes to Performance Information on page 31.

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PROPRIETARY TRADING OF ADVISORS WITH RESPECT TO OFFERED PROGRAMS

Eagle Trading Systems, Inc.

Eagle Momentum Program Actual Performance and Pro forma Proprietary Performance Capsule

Eagle Trading Systems, Inc. trades proprietary monies pursuant to the Eagle Momentum Program. The following capsule discloses both (i) actual client trading performance from October 2003 to February 2007 (in boldfaced text) and (ii) pro forma proprietary trading from January 2002 to September 2003 with respect to the Eagle Momentum Program. The pro forma proprietary performance portion of the following capsule sets forth the actual trading of a proprietary account and is based on the following pro forma adjustments: a monthly management fee equal to one sixth of one percent (1/6%) (approximately 2% annually) of the account value under management at the end of each month, a quarterly incentive fee equal to twenty percent (20%) of new high profit of the account(s) for each quarter, and no interest income. These pro forma adjustments generally reflect the structure of accounts for which these programs generally are intended. The structure of an actual client account may be different.

Name of CTA: Eagle Trading Systems, Inc.

Name of program: Eagle Momentum Program

Inception of client account trading by CTA: August 1993

Inception of client account trading in program: October 2003

Number of open accounts: 3

Aggregate assets overall excluding “notional” equity: $939,747,211

Aggregate assets overall including “notional” equity: $1,235,236,671

Aggregate assets in program excluding “notional” equity: $29,369,842

Aggregate assets in program including “notional” equity: $29,369,842

Largest monthly drawdown (for an account): (9.32)% (01/2005)

Largest peak-to-valley drawdown (for an account): (19.72)% (11/2004 to 04/2005)

Number of profitable accounts that have opened and closed: 3

Range of returns experienced by profitable accounts: 2.67% to 14.19%

Number of unprofitable accounts that have opened and closed: 3

Range of returns experienced by unprofitable accounts: (3.76)% to (12.12)%

Monthly Rate of Return	2002(%)		2003(%)		2004(%)		2005(%)		2006(%)		2007(%)
January	(4.64	)%	8.07	%	(0.64	)%	(9.32	)%	(7.08	)%	0.12	%
February	(4.50	)%	7.92	%	3.12	%	(5.22	)%	(2.51	)%	(6.85	)%
March	6.04	%	(3.30	)%	(1.40	)%	2.09	%	1.75	%
April	(10.04	)%	1.92	%	(2.57	)%	(6.48	)%	14.16	%
May	10.32	%	8.20	%	(0.59	)%	3.09	%	2.73	%
June	15.50	%	(0.13	)%	(5.82	)%	0.38	%	(1.63	)%
July	6.87	%	0.92	%	0.74	%	7.40	%	(5.38	)%
August	6.00	%	1.49	%	1.19	%	8.78	%	1.17	%
September	5.81	%	(1.87	%)	6.90	%	(8.43	)%	0.89	%
October	(7.70	)%	1.56	%	(4.41	)%	4.02	%	(1.89	)%
November	1.30	%	(0.43	)%	11.37	%	(0.06	)%	4.06	%
December	(0.37	)%	3.91	%	(2.16	%)	(2.52	)%	4.88	%
Compound Rate of Return	23.62	%	31.21	%	4.60	%	(7.94	)%	9.96	%	(6.74 (2 months	)% )

* The Compound Rate of Return of 31.21% for the year ended 2003 reflects the combined performance results of both proprietary trading and actual client trading. The Program gained 5.08% during the three month period from October 2003 to December 2003 during which Eagle traded client assets. Proprietary trading results from January 2003 to September 2003 was a gain of 24.84%.

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

-132-

PROSPECTIVE INVESTORS MUST BE AWARE THAT PRO FORMA RATES OF RETURN HAVE CERTAIN INHERENT LIMITATIONS: (A) PRO FORMA ADJUSTMENTS ARE ONLY AN APPROXIMATE MEANS OF MODIFYING HISTORICAL RECORDS TO REFLECT ASPECTS OF THE ECONOMIC TERMS OF A NEW COMMODITY ACCOUNT, CONSTITUTE NO MORE THAN ECONOMIC TERMS OF A NEW COMMODITY ACCOUNT, CONSTITUTE NO MORE THAN MATHEMATICAL ADJUSTMENTS TO ACTUAL PERFORMANCE NUMBERS, AND GIVE NO EFFECT WHATSOEVER TO SUCH FACTORS AS POSSIBLE CHANGES IN TRADING APPROACH THAT MIGHT HAVE RESULTED FROM THE DIFFERENT FEE STRUCTURE, INTEREST INCOME, LEVERAGE, AND OTHER FACTORS APPLICABLE TO A NEW COMMODITY ACCOUNT AS COMPARED TO EAGLE’S ACTUAL PROPRIETARY TRADING; AND (B) THERE ARE DIFFERENT MEANS BY WHICH THE PRO FORMA ADJUSTMENTS COULD HAVE BEEN MADE. WHILE EAGLE BELIEVES THAT THE INFORMATION HEREIN IS RELEVANT TO EVALUATING AN INVESTMENT BY A CLIENT, NO REPRESENTATION IS OR COULD BE MADE THAT THE CAPSULE HEREIN PRESENTS WHAT THE RESULTS OF EAGLE’S ACTUAL PROPRIETARY TRADING WOULD HAVE BEEN IN THE PAST OR ARE LIKELY TO BE IN THE FUTURE.

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GLOSSARY OF DEFINED TERMS

A number of defined terms are used in this Prospectus and Statement of Additional Information.

The respective definitions or descriptions of such terms may be found on the following pages of this Prospectus and

Statement of Additional Information.

	Page(s)
Accredited investor	ii
CFTC	iv
CTA	119
Declaration of Trust	92
ERISA Regulation	105
Exchange Act	106
Incentive Measurement Date	77
Incentive Measurement Period	77
Inter-Series Limitation on Liability	86
IRS	23
Managing Owner Related Parties	93
NASAA Guidelines	93
Net Asset Value	77
New High Net Trading Profits	77
NFA	iv
Publicly-Offered Security Exception	105
SEC	93
Securities Act	106
Significant Participant Exception	105

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GL-1

INDEX TO FINANCIAL STATEMENTS

	Page
World Monitor Trust III- Series G
Report of Independent Registered Public Accounting Firm	FS-4
Statements of Financial Condition as of December 31, 2006 and 2005	FS-5
Statements of Operations for the Year Ended December 31, 2006 and the period December 1, 2005 (commencement of operations) to December 31, 2005	FS-6
Statements of Changes in Unitholders’ Capital for the Year Ended December 31, 2006 and the period December 1, 2005 (commencement of operations) to December 31, 2005	FS-7
Notes to Financial Statements	FS-8
WMT III Series G/J Trading Vehicle LLC
Report of Independent Registered Public Accounting Firm	FS-17
Statements of Financial Condition as of December 31, 2006 and 2005	FS-18
Condensed Schedules of Investments as of December 31, 2006 and 2005	FS-19
Statements of Operations for the Year Ended December 31, 2006 and the period December 1, 2005 (commencement of operations) to December 31, 2005	FS-20
Statements of Changes in Members’ Capital (Net Asset Value) for the Year Ended December 31, 2006 and the period December 1, 2005 (commencement of operations) to December 31, 2005	FS-21
Notes to Financial Statements	FS-22
World Monitor Trust III- Series J
Report of Independent Registered Public Accounting Firm	FS-29
Statements of Financial Condition as of December 31, 2006 and 2005	FS-30
Statements of Operations for the Year Ended December 31, 2006 and the period December 1, 2005 (commencement of operations) to December 31, 2005	FS-31
Statements of Changes in Unitholders’ Capital for the Year Ended December 31, 2006 and the period December 1, 2005 (commencement of operations) to December 31, 2005	FS-32
Notes to Financial Statements	FS-33
WMT III Series G/J Trading Vehicle LLC
Report of Independent Registered Public Accounting Firm	FS-43
Statements of Financial Condition as of December 31, 2006 and 2005	FS-44
Condensed Schedules of Investments as of December 31, 2006 and 2005	FS-45
Statements of Operations for the Year Ended December 31, 2006 and the period December 1, 2005 (commencement of operations) to December 31, 2005	FS-46
Statements of Changes in Members’ Capital (Net Asset Value) for the Year Ended December 31, 2006 and the period December 1, 2005 (commencement of operations) to December 31, 2005	FS-47
Notes to Financial Statements	FS-48

FS-1

Index to Financial Statements

(continued)

	Page
WMT III Series H/J Trading Vehicle LLC
Report of Independent Registered Public Accounting Firm	FS-56
Statements of Financial Condition as of December 31, 2006 and 2005	FS-57
Condensed Schedules of Investments as of December 31, 2006 and 2005	FS-58
Statements of Operations for the Year Ended December 31, 2006 and the period December 1, 2005 (commencement of operations) to December 31, 2005	FS-59
Statements of Changes in Members’ Capital (Net Asset Value) for the Year Ended December 31, 2006 and the period December 1, 2005 (commencement of operations) to December 31, 2005	FS-60
Notes to Financial Statements	FS-61
WMT III Series I/J Trading Vehicle LLC
Report of Independent Registered Public Accounting Firm	FS-70
Statements of Financial Condition as of December 31, 2006 and 2005	FS-71
Condensed Schedules of Investments as of December 31, 2006 and 2005	FS-72
Statements of Operations for the Year Ended December 31, 2006 and the period December 1, 2005 (commencement of operations) to December 31, 2005	FS-73
Statements of Changes in Members’ Capital (Net Asset Value) for the Year Ended December 31, 2006 and the period December 1, 2005 (commencement of operations) to December 31, 2005	FS-74
Notes to Financial Statements	FS-75
Preferred Investment Solutions Corp.
Independent Auditor’s Report	FS-82
Statement of Financial Condition as of December 31, 2006 (Audited)	FS-83
Notes to Statement of Financial Condition (Audited)	FS-84

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FS-2

WORLD MONITOR TRUST III — SERIES G

ANNUAL REPORT

December 31, 2006

FS-3

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Managing Owner and Unitholders of

World Monitor Trust III – Series G

We have audited the accompanying statements of financial condition of World Monitor Trust III – Series G (the “Series”) as of December 31, 2006 and 2005, and the related statements of operations and changes in unitholders’ capital for the year ended December 31, 2006 and the period December 1, 2005 (commencement of operations) to December 31, 2005. These financial statements are the responsibility of the Series’ management. Our responsibility is to express an opinion on these financial statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of World Monitor Trust III – Series G at December 31, 2006 and 2005, and the results of its operations and changes in its unithholders’ capital for the year ended December 31, 2006 and the period December 1, 2005 (commencement of operations) to December 31, 2005 in conformity with accounting principles generally accepted in the United States of America.

Deloitte & Touche LLP

March 28, 2007

FS-4

WORLD MONITOR TRUST III — SERIES G

STATEMENTS OF FINANCIAL CONDITION

December 31, 2006 and 2005

	2006		2005
ASSETS
Cash	$	164,351	$	252
Investment in WMT III Series G/J Trading Vehicle LLC (99.80% and 100.54% of net asset value, respectively)		2,076,609		509,406
Accounts receivable - net		350		0
Total assets	$	2,241,310	$	509,658
LIABILITIES
Accrued expenses	$	516	$	1,234
Service fee payable		0		875
Sales commission payable		0		438
Management fee payable		0		219
Offering costs payable		0		219
Subscriptions received in advance		160,000		0
Total liabilities		160,516		2,985
UNITHOLDERS’ CAPITAL
Class I Units:
Unitholders - 8,943.612 and 5,000 units outstanding at December 31, 2006 and 2005, respectively.		895,939		482,546
Managing Owners Interests - 143.811 and 250 units outstanding at December 31, 2006 and 2005, respectively.		14,406		24,127
Class II Units:
Unitholders - 11,696.327 and 0 units outstanding at December 31, 2006 and 2005, respectively.		1,158,403		0
Managing Owners Interests - 121.630 and 0 units outstanding at December 31, 2006 and 2005, respectively.		12,046		0
Total unitholders’ capital		2,080,794		506,673
Total liabilities and unitholders’ capital	$	2,241,310	$	509,658
NET ASSET VALUE PER UNIT
Class I	$	100.18	$	96.51
Class II	$	99.04

See accompanying notes.

FS-5

WORLD MONITOR TRUST III — SERIES G

STATEMENTS OF OPERATIONS

For the Year ended December 31, 2006 and the

Period December 1, 2005 (commencement of operations) to December 31, 2005

	2006			2005
NET GAIN (LOSS) ALLOCATED FROM
WMT III SERIES G/J TRADING VEHICLE LLC:
REVENUES
Realized	$	(13,884	)	$	(20,970	)
Change in unrealized		58,186			6,554
Interest income		57,572			1,614
Total revenues/(losses)		101,874			(12,802	)
EXPENSES
Brokerage commissions		7,839			337
Advisor management fee		32,220			1,064
Advisor incentive fee		934			—
Operating expenses		3,135			1,391
Total expenses		44,128			2,792
NET GAIN (LOSS) ALLOCATED FROM WMT III SERIES G/J TRADING VEHICLE LLC		57,746			(15,594	)
NET (LOSS) FROM SERIES OPERATIONS:
REVENUES
Interest income		5,764			252
EXPENSES
Management fee		6,393			219
Service fee Class I Units		16,190			875
Sales commission		12,786			438
Operating expenses		15,973			1,234
Total expenses		51,342			2,766
NET (LOSS) FROM SERIES OPERATIONS		(45,578	)		(2,514	)
NET GAIN (LOSS)	$	12,168		$	(18,108	)
NET GAIN (LOSS) PER WEIGHTED AVERAGE
UNITHOLDER AND MANAGING OWNER UNIT
Net gain (loss) per weighted average Unitholder and Managing Owner Unit
Class I	$	(0.48	)	$	(3.45	)
Class II	$	2.02
Weighted average number of Units outstanding
Class I		7,563			5,250
Class II		7,830

See accompanying notes.

FS-6

WORLD MONITOR TRUST III — SERIES G

STATEMENTS OF CHANGES IN UNITHOLDERS’ CAPITAL

For the Year Ended December 31, 2006 and the Period December 1, 2005 to December 31, 2005

	Class I										Class II
	Unitholders					Managing Owner Interests					Unitholders				Managing Owner Interests				Total
	Units		Amount			Units		Amount			Units	Amount			Units	Amount			Units		Amount
Unitholders’ capital at December 31, 2004	0		$	0		10.000		$	1,000		—	$	0		—	$	0		10.000		$	1,000
Additions	5,000.000			500,000		240.000			24,000										5,240.000			524,000
Net Loss				(17,245	)				(863	)												(18,108	)
Offering costs				(209	)				(10	)												(219	)
Unitholders’ capital at December 31, 2005	5,000.000			482,546		250.000			24,127		—	$	0		—	$	0		5,250.000			506,673
Additions	8,123.612			829,100		13.895			1,400		11,696.327		1,145,000		121.630		12,000		19,955.464			1,987,500
Redemptions	(4,180.000	)		(407,137	)	(120.084	)		(12,000	)	—		0		—		0		(4,300.084	)		(419,137	)
Net gain (loss)				(4,627	)				1,001				15,738				56					12,168
Offering costs				(3,943	)				(122	)			(2,335	)			(10	)				(6,410	)
Unitholders’ capital at December 31, 2006	8,943.612		$	895,939		143.811		$	14,406		11,696.327	$	1,158,403		121.630	$	12,046		20,905.380		$	2,080,794

See accompanying notes.

FS-7

WORLD MONITOR TRUST III — SERIES G

NOTES TO FINANCIAL STATEMENTS

Note 1. ORGANIZATION

A. General Description of the Trust

World Monitor Trust III (the “Trust”) is a business trust organized under the laws of Delaware on September 28, 2004. The Trust consists of four separate and distinct series (“Series”): Series G, H, I and J. Series G, H, I and J commenced trading operations on December 1, 2005, and each Series will continue to exist until terminated pursuant to the provisions of Article XIII of the Amended and Restated Declaration of Trust and Trust Agreement. The assets of each Series are segregated from those of the other Series, separately valued and independently managed. Each Series was formed to engage in the speculative trading of a diversified portfolio of futures, forward and options contracts and may, from time to time, engage in cash and spot transactions.

Each Series is initially divided into two classes: Class I Units and Class II Units. The Class I and Class II Units are identical except for the applicable service fee charged to each Class.

Effective December 1, 2005, Series G allocated its net assets to WMT III Series G/J Trading Vehicle LLC, (the “Trading Vehicle”) and received a Voting Membership Interest in the Trading Vehicle. The Trading Vehicle was formed to function as an aggregate trading vehicle. The sole members of the Trading Vehicle are Series G and Series J. Preferred Investment Solutions Corp. is the Managing Owner of all Series and has been delegated administrative authority over the operations of the Trading Vehicle. The Trading Vehicle engages in the speculative trading of futures contracts, options on futures contracts and forward currency contracts. The financial statements of the Trading Vehicle, including the condensed schedule of investments, are included in Section II of these financial statements and should be read in conjunction with Series G’s financial statements.

B. Regulation

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

C. The Offering

Up to $37,500,000 Series G, Class I; $12,500,000 Series G, Class II; $37,500,000 Series H, Class I; $12,500,000 Series H, Class II; $18,750,000 Series I, Class I; $6,250,000 Series I, Class II; $281,250,000 Series J, Class I; and $93,750,000 Series J, Class II of Units are being offered (totaling $500,000,000) (“Subscription Maximum”). Interests are being offered to investors who meet certain established suitability standards, with a minimum initial subscription of $5,000 (and for Series J, $2,000 for certain Benefit Plan Investors (including IRAs)), although the minimum purchase for any single Series is $500. Initially, the Units for each Series were offered for a period ending November 30, 2005 (“Initial Offering Period”) at $100 per Interest.

The Subscription Minimum of $30,000,000 for Series J was reached during the Initial Offering Period permitting all Series G, H, I and J to commence trading operations. Series G completed its initial offering on December 1, 2005 with gross proceeds of $525,000, which was fully allocated to the Trading Vehicle. Until the subscription maximum for each Series is reached, each Series’ Units will continue to be offered on a monthly basis at the then current net asset value per Unit.

D. Exchanges, Redemptions and Termination

Units owned in one series of the Trust (Series G, H, I and J) may be exchanged, without any charge, for Units of one or more other Series on a monthly basis for as long as Limited Units in those Series are being offered to the public. Exchanges are made at the applicable Series’ then current net asset value per Unit as of the close of business on the last day of the month in which the exchange request is effected. The exchange of Units is treated as a redemption of Units in one Series (with the related tax consequences) and the simultaneous purchase of Units in the other Series. Future redemptions and exchanges will impact the amount of funds available for investment in the Trading Vehicle in subsequent periods.

FS-8

WORLD MONITOR TRUST III — SERIES G

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

Note 1. ORGANIZATION (CONTINUED)

D. Exchanges, Redemptions and Termination (Continued)

Redemptions are permitted on a monthly basis. Class I Units redeemed prior to the first anniversary of their purchase will be subject to a redemption charge of up to 2% of the net asset value per Unit at which they were redeemed. Redemption fees are paid to the Selling Agent, Kenmar Securities, Inc., an affiliate of the Managing Owner. There is no redemption charge associated with Class II Units.

In the event that the net asset value of a Series, after adjustments for distributions, contributions and redemptions, declines by 50% or more since the commencement of trading activities or the first day of a fiscal year, the Series will automatically terminate.

Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A. Basis of Accounting

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

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

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

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

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

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

FS-9

WORLD MONITOR TRUST III — SERIES G

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

A. Basis of Accounting (continued)

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

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

B. Income Tax Reporting

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

C. Investment in WMT III Series G/J Trading Vehicle LLC

The investment in the Trading Vehicle is reported in Series G’s statement of financial condition at fair value. Fair value ordinarily is the value determined for the Trading Vehicle in accordance with the Trading Vehicle’s valuation policies and reported at the time of Series G’s valuation by the management of the Trading Vehicle. Generally, the fair value of Series G’s investment in the Trading Vehicle represents the amount that Series G could reasonably expect to receive from the Trading Vehicle if Series G’s investment were redeemed at the time of valuation, based on information available at the time the valuation was made and that Series G believes to be reliable. Series G records its proportionate share of each item of income and expense from its investment in the Trading Vehicle in the statements of operations.

The accounting policies, including valuation policies, of the Trading Vehicle are contained in the notes to the Trading Vehicle’s financial statements included in Section II of these financial statements.

D. Profit and Loss Allocations and Distributions

Income and expenses (excluding the service fee) are allocated pro rata to the Class I Units and Class II Units monthly based on the units outstanding during the month. Class I Units are charged with the service fee applicable to such units. Distributions (other than redemptions of units) may be made at the sole discretion of the Managing Owner on a pro rata basis in accordance with the respective capital balances of the unitholders. The Managing Owner has not and does not presently intend to make any distributions.

E. Offering Costs

Initial offering costs (exclusive of the initial selling fee), totaling $1,450,801 were advanced by the Managing Owner.

Such initial offering expenses will be reimbursed by the Series, without interest, in 36 monthly payments during each of the first 36 months of the continuous offering period. The amount of initial offering costs that each Series will reimburse the Managing Owner each month is based on each Series percentage of total Trust net asset value at the beginning of each month. In no event shall the Managing Owner be entitled to reimbursement for such expenses in an aggregate amount in excess of 2.5% of the aggregate amount of all subscriptions accepted by the Trust during the Initial Offering Period and the first 36 months of the continuous offering period.

The Managing Owner also will pay all offering expenses incurred after the Initial Offering Period (“ongoing offering costs”). Such expenses will be allocated among the Series as the Managing Owner determines to be fair and equitable and, each Series will reimburse the Managing Owner, without interest, in up to 36 monthly payments during each of the first 36 months following the month in which such expenses were paid by the Managing Owner. In no event shall the amount of any payment in any month for reimbursement of initial and ongoing offering costs exceed 0.50% per annum of the Net Asset Value of each Series as of the beginning of such month.

FS-10

WORLD MONITOR TRUST III — SERIES G

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

E. Offering Costs (continued)

The amount of monthly reimbursement due to the Managing Owner is charged directly to unitholders’ capital. During the period December 1, 2005 (commencement of operations) to December 31, 2005 and the period January 1, 2006 to December 31, 2006, Series G’s calculated offering costs reimbursement exceeded 0.50% per annum of the Net Asset Value of Series G. Series G was only liable for the amount up to the 0.50% per annum limitation.

The Series is liable for payment of initial and ongoing offering costs on a monthly basis. If a Series terminates prior to completion of payment of such amounts to the Managing Owner, the Managing Owner will not be entitled to any additional payments, and the Series will have no further obligation to the Managing Owner. The amount of monthly reimbursement due to the Managing Owner is charged directly to unitholders’ capital.

F. Interest Income

During the period December 1, 2005 (commencement of operations) to December 31, 2005, interest income included interest earned on subscription monies held in escrow prior to December 1, 2005, in addition to interest income earned in the Trading Vehicle and in Series G. During the period ended December 31, 2006, interest income consisted of interest earned in the Trading Vehicle and in Series G.

Note 3. MANAGING OWNER

The Managing Owner of the Trust is Preferred Investment Solutions Corp., which conducts and manages the business of the Trust. The Declaration of Trust and Trust Agreement requires the Managing Owner and or its affiliates to maintain a capital account equal to 1% of the total capital accounts of the Series (subject to a $25,000 minimum per Series).

The Managing Owner is paid a monthly management fee of  ¹/12 of 0.5% (0.5% annually) of Series G’s net asset value at the beginning of the month.

Note 4. SERVICE FEES AND SALES COMMISSIONS

Series G pays a service fee with respect to Class I Units, monthly in arrears, equal to  ¹/12 of 2% ( 2% per annum) of the Net Asset Value per unit of the outstanding Class I Units as of the beginning of the month. The service fee is paid directly by Series G to the Selling Agent, Kenmar Securities, Inc., an affiliate of the Managing Owner. The Selling Agent is responsible for paying all commissions owing to the correspondent selling agents, who are entitled to receive from the Selling Agent an initial commission equal to 2% of the initial Net Asset Value per Unit of each Class I Unit sold by them, payable on the date such Class I Units are purchased. Commencing with the 13^th month after the purchase of a Class I Unit, the correspondent selling agent receives an ongoing monthly commission equal to  ¹/12^th of 2% (2% per annum) of the Net Asset Value per Class I Unit as of the beginning of each month of the Class I Units sold by them.

Class II unitholders are not a assessed service fees.

Series G will also pay Kenmar Securities, Inc. a monthly sales commission equal to  ¹/12 of 1% (1% annually) of the Net Asset Value of the outstanding units as of the beginning of each month.

FS-11

WORLD MONITOR TRUST III — SERIES G

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

Note 5. TRUSTEE

The trustee of the Trust is Wilmington Trust Company, a Delaware banking corporation. The trustee has delegated to the Managing Owner the power and authority to manage the business and affairs of the Trust and has only nominal duties and liabilities to the Trust.

Note 6. OPERATING EXPENSES

Operating expenses of Series G, are paid for by Series G. However, during the period December 1, 2005 (commencement of operations) to December 31, 2005, the Managing Owner paid $19,341 of operating expenses on behalf of Series G. For the period ended December 31, 2006 the Managing Owner has agreed to pay $36,781 of operating expenses on behalf of Series G.

Note 7. INVESTMENT IN WMT III SERIES G/J TRADING VEHICLE LLC

Effective December 1, 2005, Series G invested a substantial portion of its assets in the Trading Vehicle. Series G’s investments in the Trading Vehicle represents approximately 8.20% and 4.83% of the net asset value of the Trading Vehicle at December 31, 2006 and 2005, respectively. The investment in the Trading Vehicle is subject to the Organization Agreement of the Trading Vehicle.

Summarized information for this investment is as follows:

	Net Asset Value Dec 1, 2005		Investments		(Loss)			Redemptions		Net Asset Value Dec 31, 2005		Investments		Gain (Loss)		Redemptions			Net Asset Value Dec 31, 2006
WMT III Series G/J Trading Vehicle LLC	$	—	$	525,000	$	(15,594	)	$	—	$	509,406	$	1,976,634	$	57,746	$	(467,177	)	$	2,076,609

Series G may make additional contributions to, or redemptions from, the Trading Vehicle on a monthly basis.

Note 8. MARKET AND CREDIT RISK

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

Series G has cash on deposit with financial institutions. In the event of a financial institution’s insolvency, recovery of cash on deposit may be limited to account insurance or other protection afforded such deposits.

The Managing Owner has established procedures to actively monitor market risk and minimize credit risk, although there can be no assurance that it will, in fact, succeed in doing so. The Unitholders bear the risk of loss only to the extent of the market value of their respective investments and, in certain specific circumstances, distributions and redemptions received.

FS-12

WORLD MONITOR TRUST III — SERIES G

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

Note 9. FINANCIAL HIGHLIGHTS

The following information presents per unit operating performance data and other supplemental financial data for the year ended December 31, 2006 and the period December 1, 2005 (commencement of operations) to December 31, 2005. This information has been derived from information presented in the financial statements.

	Class I						Class II
Per Unit Performance	2006 (6)			2005 (7)			2006 (8)
(for a unit outstanding throughout the entire period)
Net asset value per unit, beginning of the year/period	$	96.51		$	100.00		$	100.00
Gain (loss) from operations: (3)
Net realized and change in unrealized gain (loss) (1)		8.03			(2.75	)		(0.24	)
Interest income (1)		5.19			0.36			3.07
Expenses (1)		(9.01	)		(1.06	)		(3.49	)
Total gain (loss) from operations		4.21			(3.45	)		(0.66	)
Offering costs (1)		(0.54	)		(0.04	)		(0.30	)
Net increase (decrease) for the year/period		3.67			(3.49	)		(0.96	)
Net asset value per unit, end of the year/period	$	100.18		$	96.51		$	99.04
Total Return (5)
Total return before incentive fee		4.09	%		(3.49	)%		(1.12	)%
Incentive fee		(0.29	)%		0.00	%		0.16	%
Total return after incentive fee		3.80	%		(3.49	)%		(0.96	)%
Supplemental Data
Ratios to average net asset value: (3) (9)
Net investment (loss) before incentive fee (2)		(3.54	)%		(8.44	)%		(1.01	)%
Incentive fee (5)		(0.29	)%		0.00	%		0.16	%
Net investment (loss) after incentive fee		(3.83	)%		(8.44	)%		(0.85	)%
Interest income		5.21	%		4.27	%		5.37	%
Incentive fees (5)		0.29	%		0.00	%		(0.16	)%
Other expenses (4)		8.75	%		12.70	%		6.38	%
Total expenses		9.04	%		12.70	%		6.22	%

Total returns are calculated based on the change in value of a unit during the period. An individual unitholders’ total returns and ratios may vary from the above total returns and ratios based on the timing of additions and redemptions.

⁽¹⁾ Net realized and change in unrealized gain (loss) per unit, interest income per unit, expenses per unit and offering costs per unit are calculated by dividing net realized and change in unrealized gain (loss), interest income, expenses and offering costs by the weighted average number of units outstanding during the period. Net realized gain (loss) and change in net unrealized gain (loss) is a balancing amount necessary to reconcile the change in net asset value per interest with the other per interest information.

⁽²⁾ Represents interest income less total expenses (exclusive of incentive fees). All components of the net investment loss ratio have been annualized

⁽³⁾ Includes Series G’s proportionate share of income and expenses from WMT III Series G/J Trading Vehicle LLC.

⁽⁴⁾ All components of other expenses ratio have been annualized.

⁽⁵⁾ Not annualized.

⁽⁶⁾ For the year ended December 31, 2006.

⁽⁷⁾ For the period December 1, 2005 to December 31, 2005.

⁽⁸⁾ For the period June 1, 2006 to December 31, 2006.

FS-13

WORLD MONITOR TRUST III — SERIES G

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

Note 9. FINANCIAL HIGHLIGHTS (CONTINUED)

⁽⁹⁾ If the Trust had borne all its expenses that were reimbursed or waived by the Managing Owner, the annualized expense and net investment loss ratios would be as follows:

	Class I 2006		Class I 2005		Class II 2006
Expense Ratio	12.96	%	16.39	%	7.17	%
Net investment loss before incentive fee	(7.45	)%	(12.12	)%	(1.96	)%
Incentive Fee	(0.29	)%	0.00	%	0.16	%
Net investment loss after incentive fee	(7.74	)%	(12.12	)%	(1.80	)%

FS-14

SECTION II

FS-15

WMT III SERIES G/J TRADING VEHICLE LLC

ANNUAL REPORT

December 31, 2006

FS-16

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Managing Owner and Members of

World Monitor Trust III Series G/J Trading Vehicle LLC

We have audited the accompanying statements of financial condition, including the condensed schedules of investments, of World Monitor Trust III Series G/J Trading Vehicle LLC (the “Trust”) as of December 31, 2006 and 2005, and the related statements of operations and changes in members’ capital for the year ended December 31, 2006 and the period December 1, 2005 (commencement of operations) to December 31, 2005. These financial statements are the responsibility of the Trust’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of World Monitor Trust III Series G/J Trading Vehicle LLC at December 31, 2006 and 2005, and the results of its operations and changes in its members’ capital for the year ended December 31, 2006 and the period December 1, 2005 (commencement of operations) to December 31, 2005 in conformity with accounting principles generally accepted in the United States of America.

Deloitte & Touche LLP

March 28, 2007

FS-17

WMT III SERIES G/J TRADING VEHICLE LLC

STATEMENTS OF FINANCIAL CONDITION

December 31, 2006 and 2005

	2006		2005
ASSETS
Cash in commodity trading accounts	$	24,478,301	$	10,427,355
Net unrealized gain on open futures contracts		525,372		61,653
Net unrealized gain on open forward contracts		325,380		74,001
Interest receivable		99,446		32,357
Total assets	$	25,428,499	$	10,595,366
LIABILITIES
Accrued expenses	$	32,134	$	28,800
Commissions payable		3,576		843
Advisor fee payable		53,106		22,012
Total liabilities		88,816		51,655
MEMBERS’ CAPITAL
Member G - Class I		908,532		509,406
Member G - Class II		1,168,077		0
Member J - Class I		22,158,018		10,034,305
Member J - Class II		1,105,056		0
Total members’ capital		25,339,683		10,543,711
Total liabilities and members’ capital	$	25,428,499	$	10,595,366

See accompanying notes.

FS-18

WMT III SERIES G/J TRADING VEHICLE LLC

CONDENSED SCHEDULES OF INVESTMENTS

December 31, 2006 and 2005

	2006					2005
Futures and Forward Contracts	Net Unrealized Gain (Loss)			Net Unrealized Gain (Loss) as a % of Net Asset Value		Net Unrealized Gain (Loss)			Net Unrealized Gain (Loss) as a % of Net Asset Value
Long futures contracts
Commodities	$	11,825		0.05	%	$	1,605		0.01	%
Interest rates		(64,318	)	(0.25	)%		21,025		0.20	%
Metals		(16,513	)	(0.07	)%		54,528		0.52	%
Stock indices		198,600		0.78	%		26,579		0.25	%
Other		8,813		0.03	%		0		0.00	%
Total long futures contracts		138,407		0.54	%		103,737		0.98	%
Short futures contracts
Energy		78,298		0.31	%		0		0.00	%
Commodities		3,290		0.01	%		(12,463	)	(0.12	)%
Interest rates		347,838		1.38	%		248		0.00	%
Metals		12,850		0.05	%		(29,869	)	(0.28	)%
Stock indices		(42,545	)	(0.17	)%		0		0.00	%
Other		(12,766	)	(0.05	)%		0		0.00	%
Total short futures contracts		386,965		1.53	%		(42,084	)	(0.40	)%
Total futures contracts	$	525,372		2.07	%	$	61,653		0.58	%
Long forward currency contracts	$	333,447		1.32	%	$	(71,768	)	(0.68	)%
Short forward currency contracts		(8,067	)	(0.03	)%		145,769		1.38	%
Total forward currency contracts	$	325,380		1.29	%	$	74,001		0.70	%

See accompanying notes.

FS-19

WMT III SERIES G/J TRADING VEHICLE LLC

STATEMENTS OF OPERATIONS

For the Year ended December 31, 2006 and

the period December 1, 2005 (commencement of operations) to December 31, 2005

	2006		2005
REVENUES
Realized	$	651,531	$	(434,052	)
Change in unrealized		715,098		135,654
Interest income		895,448		33,425
Total revenues/(losses)		2,262,077		(264,973	)
EXPENSES
Brokerage commissions		132,635		6,985
Advisor incentive fees		107,871		0
Advisor management fees		510,442		22,012
Operating expenses		57,331		28,800
Total expenses		808,279		57,797
Net Gain (Loss)	$	1,453,798	$	(322,770	)

See accompanying notes.

FS-20

WMT III SERIES G/J TRADING VEHICLE LLC

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

For the Year ended December 31, 2006 and

the period December 1, 2005 (commencement of operations) to December 31, 2005

	Members’ Capital
	Member G - Class I			Member G - Class II			Member J - Class I			Member J - Class II			Total
Balance at December 1, 2005 (commencement of operations)	$	0		$	0		$	0		$	0		$	0
Additions		525,000			0			10,341,481			0			10,866,481
Redemptions		0			0			0			0			0
Net (loss)		(15,594	)		0			(307,176	)		0			(322,770	)
Balance at December 31, 2005		509,406			0			10,034,305			0			10,543,711
Additions		819,634			1,157,000			11,581,883			1,096,744			14,655,261
Redemptions		(451,873	)		(15,304	)		(835,384	)		(10,526	)		(1,313,087	)
Net gain		31,365			26,381			1,377,214			18,838			1,453,798
Balance at December 31, 2006	$	908,532		$	1,168,077		$	22,158,018		$	1,105,056		$	25,339,683

See accompanying notes.

FS-21

WMT III SERIES G/J TRADING VEHICLE LLC

NOTES TO FINANCIAL STATEMENTS

Note 1. ORGANIZATION

A. General Description of the Trading Vehicle

WMT III Series G/J Trading Vehicle LLC (the “Trading Vehicle”) is a limited liability company organized under the laws of Delaware on March 10, 2005 which will terminate on December 31, 2054 unless terminated sooner under the provisions of the Organization Agreement. The Trading Vehicle commenced trading operations on December 1, 2005. The Trading Vehicle was formed to engage in the speculative trading of a diversified portfolio of futures contracts, options on futures contracts and forward currency contracts. Preferred Investment Solutions Corp. (“Preferred”) is the Managing Owner of the Trading Vehicle. The Trading Vehicle currently consists of four members: World Monitor Trust III – Series G, Class I (“Member G-Class I”), World Monitor Trust III – Series G, Class II (“Member G-Class II”), World Monitor Trust III – Series J, Class I (“Member J-Class I”) and World Monitor Trust III – Series J, Class II (“Member J-Class II”) (collectively, the “Members”). Preferred is also the Managing Owner of each of the Members. Upon making the initial capital contribution, each Member received Voting Membership Interests.

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

B. The Trading Advisor

The Trading Vehicle entered into an advisory agreement with Graham Capital Management, L.P. (the “Trading Advisor”) to make the trading decisions for the Trading Vehicle. The Trading Advisor manages approximately 100% of the assets of the Trading Vehicle pursuant to its Global Diversified at 150% Leverage program.

Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A. Basis of Accounting

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

Commodity futures and forward transactions are reflected in the accompanying statement of financial condition on the trade date. Net unrealized gain or loss on open contracts (the difference between contract trade price and market price) is reflected in the financial statements in accordance with Financial Accounting Standards Board Interpretation No. 39 – “Offsetting of Amounts Related to Certain Contracts.” The market value of futures (exchange-traded) contracts is based upon the closing quotation on the various futures exchanges on which the contract is traded. The fair value of forward (non-exchange traded) contracts is extrapolated on a forward basis from the spot price. Any change in net unrealized gain or loss during the current period is reported in the statement of operations. Realized gains and losses on commodity transactions are recognized in the period in which the contracts are closed.

Brokerage commissions include other trading fees and are charged to expense when contracts are opened.

FS-22

WMT III SERIES G/J TRADING VEHICLE LLC

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

A. Basis of Accounting (Continued)

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

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

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

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

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

B. Income Taxes

The Trading Vehicle is treated as a partnership for Federal income tax purposes. As such, the Trading Vehicle is not required to provide for, or pay, any Federal or state income taxes. Income tax attributes that arise from its operations are passed directly to the Members. The Trading Vehicle may be subject to other state and local taxes in jurisdictions in which it operates.

FS-23

WMT III SERIES G/J TRADING VEHICLE LLC

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

C. Capital Accounts

The Trading Vehicle accounts for additions, allocations of net gain (loss) and redemptions on a per member capital account basis.

The Trading Vehicle allocates profits and losses to its Members monthly on a pro rata basis based on each Member’s pro rata capital in the Trading Vehicle during the month. Distributions (other than redemptions of capital) may be made at the sole discretion of the Members on a pro rata basis in accordance with the Members’ respective capital balances. The Trading Vehicle has not and does not presently intend to make any distributions.

D. Foreign Currency Transactions

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

Note 3. MANAGEMENT AND INCENTIVE FEES

The Trading Vehicle pays the Trading Advisor a monthly management fee equal to  ¹/12 of 2.5% (2.5% annually) of the Trading Vehicle’s allocated assets determined as of the close of business on the last day of each month. For purposes of determining the management fee, any distributions, redemptions or reallocation of assets made as of the last day of each month shall be added back to the assets and there shall be no reduction for (i) the management fees calculated or (ii) any accrued but unpaid incentive fees due the Trading Advisor.

Additionally, the Trading Vehicle pays the Trading Advisor an incentive fee of 20% (the “Incentive Fee”) of “New High Net Trading Profits” (as defined in the Advisory Agreement). The incentive fee accrues monthly and is paid quarterly. For the year ended December 31, 2006 and the period December 1, 2005 (commencement of operations) to December 31, 2005, the Trading Advisor earned incentive fees of $107,871 and $0, respectively.

Note 4. OPERATING EXPENSES

Operating expenses of the Trading Vehicle are paid for by the Trading Vehicle.

Note 5. DEPOSITS WITH BROKER

The Trading Vehicle deposits funds with UBS Securities LLC to act as broker subject to Commodity Futures Trading Commission regulations and various exchange and broker requirements. The Trading Vehicle also deposits collateral with UBS AG for margin against over-the-counter forward and foreign exchange deals. Margin requirements are satisfied by the deposit of cash with such broker. The Trading Vehicle earns interest income on assets deposited with the broker at competitive rates

FS-24

WMT III SERIES G/J TRADING VEHICLE LLC

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

Note 6. ADDITIONS, DISTRIBUTIONS AND REDEMPTIONS

Additional investments in the Trading Vehicle can be made monthly subject to the terms of the Organization Agreement.

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

Note 7. DERIVATIVE INSTRUMENTS AND ASSOCIATED RISKS

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

A. Market Risk

Trading in futures and forward contracts (including foreign exchange) involves entering into contractual commitments to purchase or sell a particular commodity at a specified date and price. The gross or face amount of the contracts, which is typically many times that of the Trading Vehicle’s net assets being traded, significantly exceeds the Trading Vehicle’s future cash requirements since the Trading Vehicle intends to close out its open positions prior to settlement. As a result, the Trading Vehicle is generally subject only to the risk of loss arising from the change in the value of the contracts. As such, the Trading Vehicle considers the “fair value” of its derivative instruments to be the net unrealized gain or loss on the contracts. The market risk associated with the Trading Vehicle’s commitments to purchase commodities is limited to the gross or face amount of the contract held. However, when the Trading Vehicle enters into a contractual commitment to sell commodities, it must make delivery of the underlying commodity at the contract price and then repurchase the contract at prevailing market prices or settle in cash. Since the repurchase price to which a commodity can rise is unlimited, entering into commitments to sell commodities exposes the Trading Vehicle to unlimited risk.

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

B. Credit Risk

When entering into futures and forward contracts, the Trading Vehicle is exposed to credit risk that the counterparty to the contract will not meet its obligations. The counterparty for futures contracts traded on United States and most foreign futures exchanges is the clearinghouse associated with the particular exchange. In general, a clearinghouse is backed by its corporate members who are required to share any financial burden resulting from the non-performance by one of their members and, as such, should significantly reduce this credit risk. In cases where the clearinghouse is not backed by the clearing members (i.e., some foreign exchanges), it is normally backed by a consortium of banks or other financial institutions. On the other hand, there is a concentration risk on forward transactions entered into by the Trading Vehicle as UBS AG is the sole counterparty. The Trading Vehicle has entered into a master netting agreement dated November 29, 2005 with UBS AG and, as a result, when applicable, presents unrealized gains and losses on open forward positions as a net amount in the statement of financial condition.

FS-25

WMT III SERIES G/J TRADING VEHICLE LLC

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

Note 7. DERIVATIVE INSTRUMENTS AND ASSOCIATED RISKS (CONTINUED)

B. Credit Risk (Continued)

The amount at risk associated with counterparty non-performance of all of the Trading Vehicle’s contracts is the net unrealized gain included in the statement of financial condition; however, counterparty non-performance on only certain of the Trading Vehicle’s contracts may result in greater loss than non-performance on all of the Trading Vehicle’s contracts. There can be no assurance that any counterparty, clearing member or clearinghouse will meet its obligations to the Trading Vehicle.

The Managing Owner attempts to minimize both credit and market risks by requiring the Trading Vehicle and its Trading Advisor to abide by various trading limitations and policies. Preferred monitors compliance with these trading limitations and policies, which include, but are not limited to, executing and clearing all trades with creditworthy counterparties; limiting the amount of margin or premium required for any one commodity or all commodities combined; and generally limiting transactions to contracts which are traded in sufficient volume to permit the taking and liquidating of positions. Additionally, pursuant to the Advisory Agreement among the Trading Vehicle, Preferred and the Trading Advisor, the Trading Vehicle shall automatically terminate the Advisory Agreement, if the net asset value allocated to the Trading Advisor declines as of the end of any business day by at least 40% from the value at the beginning of any calendar year or since the effective date of the Advisory Agreement. The decline in net asset value is after giving effect for distributions, subscriptions and redemptions.

The Trading Vehicle’s futures commission merchant, in accepting orders for the purchase or sale of domestic futures contracts, is required by Commodity Futures Trading Commission (“CFTC”) regulations to separately account for and segregate as belonging to the Trading Vehicle all assets of the Trading Vehicle relating to domestic futures trading and is not allowed to commingle such assets with its other assets. At December 31, 2006 and 2005, such segregated assets totaled $22,129,652 and $10,705,114, respectively. Part 30.7 of the CFTC regulations also requires the Trading Vehicle’s futures commission merchant to secure assets of the Trading Vehicle related to foreign futures trading which totaled $2,497,027 and $(216,106) at December 31, 2006 and 2005, respectively. There are no segregation requirements for assets related to forward trading.

As of December 31, 2006, all open futures and forward contracts mature between January 2007 and June 2008.

FS-26

WMT III SERIES G/J TRADING VEHICLE LLC

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

Note 8. FINANCIAL HIGHLIGHTS

The following information presents the financial highlights of the Trading Vehicle for the year end December 31, 2006 and the period December 1, 2005 (commencement of operations) to December 31, 2005. This information has been derived from information presented in the financial statements.

	2006		2005
Total Return(1)
Total return before incentive fee	9.40	%	(2.97	)%
Incentive fee	(0.55	)%	0.00	%
Total return after incentive fee	8.85	%	(2.97	)%
Ratios to average net asset value:
Expenses prior to incentive fee	3.56	%	6.38	%(2)
Incentive fee (1)	0.55	%	0.00	%
Total expenses and incentive fee	4.11	%	6.38	%
Net investment gain / (loss) (3)	0.99	%	-2.69	%(2)

⁽¹⁾ Not annualized.

⁽²⁾ Annualized.

⁽³⁾ Represents interest income less total expenses (exclusive of incentive fee).

Total returns and ratios to average net asset value are calculated for Members’ capital taken as a whole. An individual Member’s total return and ratios may vary from the above return and ratios based on the timing of additions and redemptions. Net realized gain and change in net unrealized gain on commodity transactions is a balancing amount necessary to reconcile the change in net asset value per interest with other per interest information.

FS-27

WORLD MONITOR TRUST III — SERIES J

ANNUAL REPORT

December 31, 2006

FS-28

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Managing Owner and Unitholders of

World Monitor Trust III – Series J

We have audited the accompanying statements of financial condition of World Monitor Trust III – Series J (the “Series”) as of December 31, 2006 and 2005, and the related statements of operations and changes in unitholders’ capital for the year ended December 31, 2006 and the period December 1, 2005 (commencement of operations) to December 31, 2005. These financial statements are the responsibility of the Series’ management. Our responsibility is to express an opinion on these financial statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of World Monitor Trust III – Series J at December 31, 2006 and 2005, and the results of its operations and changes in its unitholders’ capital for the year ended December 31, 2006 and the period December 1, 2005 (commencement of operations) to December 31, 2005 in conformity with accounting principles generally accepted in the United States of America.

Deloitte & Touche LLP

March 28, 2007

FS-29

WORLD MONITOR TRUST III – SERIES J

STATEMENTS OF FINANCIAL CONDITION

December 31, 2006 and 2005

	2006		2005
ASSETS
Cash	$	3,233,624	$	7,687,671
Investment in WMT III Series G/J Trading Vehicle LLC (34.60% and 33.21% of net asset value, respectively)		23,263,074		10,034,305
Investment in WMT III Series H/J Trading Vehicle LLC (33.05% and 33.61% of net asset value, respectively)		22,215,588		10,152,980
Investment in WMT III Series I/J Trading Vehicle LLC (35.68% and 33.18% of net asset value, respectively)		23,990,192		10,028,449
Accounts receivable - net		15,622
Interest receivable		2,032		11,918
Total assets	$	72,720,132	$	37,915,323
LIABILITIES
Accrued expense	$	122,485	$	72,896
Service fees payable		26		51,707
Sales commission payable		13		25,854
Management fee payable		7		12,927
Offering costs payable		7		12,927
Redemptions payable		2,419,722		0
Subscriptions received in advance		2,949,731		7,528,060
Total liabilities		5,491,991		7,704,371
UNITHOLDERS’ CAPITAL
Class I Units:
Unitholders’ - 644,120.100 and 307,154.431 units outstanding, respectively		63,250,863		29,910,054
Managing Owners Interests - 7,198.711 and 3,090.000 units outstanding, respectively		706,894		300,898
Class II Units:
Unitholders’ - 33,473.100 and 0.000 units outstanding, respectively		3,237,331		0
Managing Owners Interests - 341.756 and 0.000 units outstanding, respectively		33,053		0
Total unitholders’ capital		67,228,141		30,210,952
Total liabilities and unitholders’ capital	$	72,720,132	$	37,915,323
NET ASSET VALUE PER UNIT
Class I	$	98.20	$	97.38
Class II	$	96.71

See accompanying notes.

FS-30

WORLD MONITOR TRUST III – SERIES J

STATEMENTS OF OPERATIONS

For the Year Ended December 31, 2006 and the

Period December 1, 2005 (commencement of operations) to December 31, 2005

	2006			2005
NET GAIN (LOSS) ALLOCATED FROM TRADING VEHICLES:
REVENUES
Realized	$	(802,385	)	$	(456,079	)
Change in unrealized		3,079,191			(277,227	)
Interest income		2,478,159			97,179
Total revenues (losses)		4,754,965			(636,127	)
EXPENSES
Brokerage commissions		359,836			27,219
Advisor fee		1,426,762			63,136
Advisor incentive fee		594,086			0
Operating expenses		161,878			82,227
Total expenses		2,542,562			172,582
NET GAIN (LOSS) ALLOCATED FROM TRADING VEHICLES		2,212,403			(808,709	)
NET GAIN (LOSS) FROM SERIES OPERATIONS:
REVENUE
Interest income		127,391			171,529
EXPENSES
Management fee		283,430			12,927
Service fee		1,105,257			51,707
Sales commission		566,859			25,854
Operating expenses		263,543			72,896
Total expenses		2,219,089			163,384
NET GAIN (LOSS) FROM SERIES OPERATIONS		(2,091,698	)		8,145
NET GAIN (LOSS)	$	120,705		$	(800,564	)
NET GAIN (LOSS) PER WEIGHTED AVERAGE UNITHOLDER AND MANAGING OWNER UNIT
Net loss per weighted average Unitholder and Managing Owner Unit
Class I	$	0.32		$	(2.58	)
Class II	$	(2.52	)
Weighted average number of Units outstanding - Class I		540,098			310,244
Weighted average number of Units outstanding - Class II		19,729

See accompanying notes.

31

WORLD MONITOR TRUST III — SERIES J

STATEMENTS OF CHANGES IN UNITHOLDERS’ CAPITAL

For the Year ended December 31, 2006 and the

Period December 1, 2005 (commencement of operations) to December 31, 2005

	Class I										Class II
	Unitholders					Managing Owner Interests					Unitholders					Managing Owner Interests				Total
	Units		Amount			Units		Amount			Units		Amount			Units	Amount			Units		Amount
Balance at December 1, 2005 (commencement of operations)	—		$	0		—		$	0		—		$	0		—	$	0		—		$	0
Additions	307,154.431			30,715,443		3,090.000			309,000		—			0		—		0		310,244.431			31,024,443
Net (Loss)	—			(792,590	)	—			(7,974	)	—			0		—		0		—			(800,564	)
Offering costs	—			(12,799	)	—			(128	)	—			0		—		0		—			(12,927	)
Unitholders’ capital at December 31, 2005	307,154.431			29,910,054		3,090.000			300,898		—			—		—		—		310,244.431			30,210,952
Additions	434,723.968			42,941,203		4,119.073			407,427		35,721.176			3,504,750		341.756		33,644		474,905.973			46,887,024
Redemptions	(97,114.013	)		(9,431,045	)	(10.362	)		(1,000	)	(2,248.076	)		(211,202	)	—		0		(99,372.451	)		(9,643,247	)
Exchanges	(644.286	)		(62,328	)	—			0		—			—		—		0		(644.286	)		(62,328	)
Net Gain	—			168,017		—			2,381		—			(49,175	)	—		(518	)	—			120,705
Offering costs	—			(275,038	)	—			(2,812	)	—			(7,042	)	—		(73	)	—			(284,965	)
Balance at December 31, 2006	644,120.100		$	63,250,863		7,198.711		$	706,894		33,473.100		$	3,237,331		341.756	$	33,053		685,133.666		$	67,228,141

See accompanying notes.

FS-32

WORLD MONITOR TRUST III — SERIES J

NOTES TO FINANCIAL STATEMENTS

Note 1. ORGANIZATION

A. General Description of the Trust

World Monitor Trust III (the “Trust”) is a business trust organized under the laws of Delaware on September 28, 2004. The Trust consists of four separate and distinct series (“Series”): Series G, H, I and J. Series G, H, I and J commenced trading operations on December 1, 2005, and each Series will continue to exist until terminated pursuant to the provisions of Article XIII of the Amended and Restated Declaration of Trust and Trust Agreement. The Managing Owner made an initial capital contribution of $1,000 to Series J on March 10, 2005 (inception). The assets of each Series are segregated from those of the other Series, separately valued and independently managed. Each Series was formed to engage in the speculative trading of a diversified portfolio of futures, forward and options contracts and may, from time to time, engage in cash and spot transactions.

Each Series is initially divided into two classes: Class I Units and Class II Units. The Class I, and Class II Units are identical except for the applicable service fee charged to each Class.

Effective December 1, 2005, Series J allocated its net assets equally to WMT III Series G/J Trading Vehicle LLC (whose sole members are Series G and Series J), WMT III Series H/J Trading Vehicle LLC (whose sole members are Series H, Series J and Futures Strategic Trust) and WMT III Series I/J Trading Vehicle LLC (whose sole members are Series I and Series J) (collectively, the “Trading Vehicles”) and received a Voting Membership Interest in each Trading Vehicle. The Trading Vehicles were each formed to function as an aggregate trading vehicle. Preferred Investment Solutions Corp. is the Managing Owner of all Series and Futures Strategic Trust, and has been delegated administrative authority over the operations of the Trading Vehicles. The Trading Vehicles engage in the speculative trading of futures contracts, options on futures contracts and forward currency contracts. The financial statements of the Trading Vehicles, including the condensed schedules of investments, are included in Sections II, III and IV of these financial statements and should be used in conjunction with Series J’s financial statements.

B. Regulation

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

C. The Offering

Up to $37,500,000 Series G, Class I; $12,500,000 Series G, Class II; $37,500,000 Series H, Class I; $12,500,000 Series H, Class II; $18,750,000 Series I, Class I; $6,250,000 Series I, Class II; $281,250,000 Series J, Class I; and $93,750,000 Series J, Class II of Units are being offered (totaling $500,000,000) (“Subscription Maximum”). Interests are being offered to investors who meet certain established suitability standards, with a minimum initial subscription of $5,000 (and for Series J, $2,000 for certain Benefit Plan Investors (including IRAs)), although the minimum purchase for any single Series is $500.

FS-33

WORLD MONITOR TRUST III — SERIES J

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

Note 1. ORGANIZATION (CONTINUED)

C. The Offering (Continued)

Initially, the Units for each Series were offered for a period ending November 30, 2005 (“Initial Offering Period”) at $100 per Interest. The Subscription Minimum of $30,000,000 for Series J was reached during the Initial Offering Period permitting all Series G, H, I and J to commence trading operations. Series J completed its initial offering on December 1, 2005 with gross proceeds of $31,024,443, which was fully allocated to the Trading Vehicles. Until the subscription maximum for each Series is reached, each Series’ Units will continue to be offered on a monthly basis at the then current net asset value per Unit.

D. Exchanges, Redemptions and Termination

Units owned in one series of the Trust (Series G, H, I and J) may be exchanged, without any charge, for Units of one or more other Series on a monthly basis for as long as Units in those Series are being offered to the public. Exchanges are made at the applicable Series’ then current net asset value per Unit as of the close of business on the last day of the month in which the exchange request is effected. The exchange of Units is treated as redemption of Units in one Series (with the related tax consequences) and the simultaneous purchase of Units in the other Series. Future redemptions and exchanges will impact the amount of funds available for investment in the Trading Vehicles in subsequent periods.

Redemptions are permitted on a monthly basis. Class I Units redeemed prior to the first anniversary of their purchase will be subject to a redemption charge of up to 2% of the net asset value per Unit at which they were redeemed. Redemption fees are paid to the Selling Agent, Kenmar Securities, Inc. There is no redemption charge associated with the Class II Units.

In the event that the net asset value of a Series, after adjustments for distributions, contributions and redemptions, declines by 50% or more since the commencement of trading activities or the first day of a fiscal year, the Series will automatically terminate.

Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A. Basis of Accounting

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

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

FS-34

WORLD MONITOR TRUST III — SERIES J

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

A. Basis of Accounting (Continued)

Series J has elected not to provide a Statement of Cash Flows as permitted by Statement of Financial Accounting Standards No. 102, “Statement of Cash Flows — Exemption of Certain Enterprises and Classification of Cash Flows from Certain Securities Acquired for Resale.” Consistent with standard business practices in the normal course of business, Series J has provided general indemnifications to the Managing Owner, and others when they act, in good faith, in the best interests of Series J. Series J is unable to develop an estimate of the maximum potential amount of future payments that could potentially result from any hypothetical future claim, but expects the risk of having to make any payments under these general business indemnifications to be remote.

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

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

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

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

B. Income Taxes

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

FS-35

WORLD MONITOR TRUST III — SERIES J

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

C. Investments in Trading Vehicles

The investments in the Trading Vehicles are reported in Series J’s statement of financial condition at fair value. Fair value ordinarily is the value determined for the Trading Vehicle in accordance with the Trading Vehicle’s valuation policies and reported at the time of Series J’s valuation by the management of the Trading Vehicle. Generally, the fair value of Series J’s investment in a Trading Vehicle represents the amount that Series J could reasonably expect to receive from the Trading Vehicle if Series J’s investment were redeemed at the time of valuation, based on information available at the time the valuation was made and that Series J believes to be reliable. Series J records its proportionate share of each item of income and expense from the investment in the Trading Vehicles in the statement of operations. The accounting policies, including valuation policies, of the Trading Vehicle are contained in the notes to each Trading Vehicle’s financial statements included in Sections II, III and IV of these financial statements.

D. Profit and Loss Allocations and Distributions

Income and expenses (excluding the service fee) are allocated pro rata to the Class I Units and Class II Units monthly based on the units outstanding during the month. Class I Units are charged with the service fee applicable to such units. Distributions (other than redemptions of units) may be made at the sole discretion of the Managing Owner on a pro rata basis in accordance with the respective capital balances of the unitholders. The Managing Owner has not and does not presently intend to make any distributions.

E. Offering Costs

Initial offering costs (exclusive of the initial selling fee), totaling $1,450,801, were advanced by the Managing Owner. Such initial offering expenses will be reimbursed by each Series, without interest, in 36 monthly payments during each of the first 36 months of the continuous offering period. The amount of initial offering costs that each Series will reimburse the Managing Owner is equal to each Series percentage of total Trust net asset value at the beginning of each month. In no event shall the Managing Owner be entitled to reimbursement for such expenses in an aggregate amount in excess of 2.5% of the aggregate amount of all subscriptions accepted by the Trust during the Initial Offering Period and the first 36 months of the continuous offering period.

The Managing Owner also will pay all offering expenses incurred after the Initial Offering Period (“ongoing offering costs”). Such expenses will be allocated among the Series as the Managing Owner determines to be fair and equitable and, each Series will reimburse the Managing Owner, without interest, in up to 36 monthly payments during each of the first 36 months following the month in which such expenses were paid by the Managing Owner.

In no event shall the amount of any payment in any month for reimbursement of initial and ongoing offering costs exceed 0.50% per annum of the Net Asset Value of the Trust as of the beginning of such month. The amount of monthly reimbursement due to the Managing Owner is charged directly to unitholders’ capital. During the period December 1, 2005 (commencement of operations) to December 31, 2005 and the period January 1, 2006 to December 31, 2006, Series J’s calculated offering costs reimbursement exceeded 0.50% per annum of the Net Asset Value of Series J. Series J was only liable for the amount up to the 0.50% per annum limitation.

FS-36

WORLD MONITOR TRUST III — SERIES J

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

E. Offering Costs (Continued)

The Series will only be liable for payment of initial and ongoing offering costs on a monthly basis. If a Series terminates prior to completion of payment of such amounts to the Managing Owner, the Managing Owner will not be entitled to any additional payments, and the Series will have no further obligation to the Managing Owner. The amount of monthly reimbursement due to the Managing Owner is charged directly to unitholders’ capital.

F. Interest Income

During the period December 1, 2005 (commencement of operations) to December 31, 2005, interest income includes interest earned on subscription monies held in escrow prior to December 1, 2005.

Note 3. MANAGING OWNER

The Managing Owner of the Trust is Preferred Investment Solutions Corp., which conducts and manages the business of the Trust. The Declaration of Trust and Trust Agreement requires the Managing Owner and or its affiliates to maintain a capital account equal to 1% of the total capital accounts of the Series (subject to a $25,000 minimum per Series).

The Managing Owner is paid a monthly management fee of  ¹/12 of 0.5% (0.5% annually) of Series J’s net asset value at the beginning of the month.

Note 4. SERVICE FEES AND SALES COMMISSIONS

Series J pays a service fee with respect to Class I Units, monthly in arrears, equal to  ¹/12 of 2% (2% per annum) of the Net Asset Value per unit of the outstanding Class I Units as of the beginning of the month. The service fee is paid directly by the Registrant to the Selling Agent, Kenmar Securities, Inc., an affiliate of the Managing Owner. The Selling Agent is responsible for paying all commissions owing to the correspondent selling agents, who are entitled to receive from the Selling Agent an initial commission equal to 2% of the initial Net Asset Value per Unit of each Class I Unit sold by them, payable on the date such Class I Units are purchased. Commencing with the 13^th month after the purchase of a Class I Unit, the correspondent selling agent receives an ongoing monthly commission equal to  ¹/12^th of 2% (2% per annum) of the Net Asset Value per Class I Unit as of the beginning of each month of the Class I Units sold by them.

Class II unitholders are not assessed service fees.

Series J will also pay Kenmar Securities, Inc. a monthly sales commission equal to  ¹/12^th of 1% (1% annually) of the Net Asset Value of the outstanding units as of the beginning of each month.

Note 5. TRUSTEE

The trustee of the Trust is Wilmington Trust Company, a Delaware banking corporation. The trustee has delegated to the Managing Owner the power and authority to manage the business and affairs of the Trust and has only nominal duties and liabilities with respect to the Trust.

FS-37

WORLD MONITOR TRUST III — SERIES J

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

Note 6. OPERATING EXPENSES

Operating Expenses of Series J are paid for by Series J.

Note 7. INVESTMENTS IN TRADING VEHICLES

Effective December 1, 2005, Series J invested a substantial portion of its assets in the Trading Vehicles. Series J’s investments in WMT III Series G/J Trading Vehicle LLC, WMT III Series H/J Trading Vehicle LLC and WMT III Series I/J Trading Vehicle LLC represent approximately 91.80%, 76.38% and 98.92% of the net asset value of each Trading Vehicle at December 31, 2006. Series J’s investments in WMT III Series G/J Trading Vehicle LLC, WMT III Series H/J Trading Vehicle LLC and WMT III Series I/J Trading Vehicle LLC represent approximately 95.17% of the net asset value of each Trading Vehicle at December 31, 2005, respectively. The investments in the Trading Vehicles are subject to the Organization Agreements of the Trading Vehicles.

Summarized information for these investments are as follows:

	Net Asset Value Dec 1, 2005		Investments		(Loss)			Redemptions		Net Asset Value Dec 31, 2005		Investments		Gain (Loss)			Redemptions
WMT III Series G/J Trading Vehicle LLC	$	—	$	10,341,481	$	(307,176	)	$	—	$	10,034,305	$	12,678,627	$	1,396,052		$	(845,910	)
WMT III Series H/J Trading Vehicle LLC	$	—	$	10,341,481	$	(188,501	)	$	—	$	10,152,980	$	14,310,775	$	(1,228,329	)	$	(1,019,838	)
WMT III Series I/J Trading Vehicle LLC	$	—	$	10,341,481	$	(313,032	)	$	—	$	10,028,449	$	14,107,479	$	2,044,680		$	(2,190,416	)
	$	—	$	31,024,443	$	(808,709	)	$	—	$	30,215,734	$	41,096,881	$	2,212,403		$	(4,056,164	)

Series J’s proportionate share of the income and expenses of the Trading Vehicles for the year ended December 31, 2006 and the period December 1, 2005 (commencement of operations) to December 31, 2005 is as follows:

FS-38

WORLD MONITOR TRUST III — SERIES J

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

Note 7. INVESTMENTS IN TRADING VEHICLES (CONTINUED)

2006	WMT III Series G/J Trading Vehicle LLC			WMT III Series H/J Trading Vehicle LLC			WMT III Series I/J Trading Vehicle LLC			Total
Realized trading gains (losses)	$	665,414		$	(1,913,244	)	$	445,445		$	(802,385	)
Change in unrealized trading gains (losses)		656,912			779,800			1,642,479			3,079,191
Brokerage commissions		(124,796	)		(71,312	)		(163,728	)		(359,836	)
Interest income		837,876			816,136			824,147			2,478,159
Incentive fees		(106,937	)		(225,472	)		(261,677	)		(594,086	)
Management fee		(478,221	)		(562,588	)		(385,953	)		(1,426,762	)
Operating expenses		(54,196	)		(51,649	)		(56,033	)		(161,878	)
	$	1,396,052		$	(1,228,329	)	$	2,044,680		$	2,212,403
December 1 - 31, 2005
Realized trading gains (losses)	$	(413,082	)	$	153,482		$	(196,479	)	$	(456,079	)
Change in unrealized trading gains (losses)		129,100			(312,647	)		(93,680	)		(277,227	)
Brokerage commissions		(6,648	)		(9,153	)		(11,418	)		(27,219	)
Interest income		31,811			32,672			32,696			97,179
Management fee		(20,948	)		(25,446	)		(16,742	)		(63,136	)
Operating expenses		(27,409	)		(27,409	)		(27,409	)		(82,227	)
	$	(307,176	)	$	(188,501	)	$	(313,032	)	$	(808,709	)

Series J may make additional contributions to, or redemptions from, the Trading Vehicles on a monthly basis.

Note 8. MARKET AND CREDIT RISK

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

Series J has cash on deposit with financial institutions. In the event of a financial institution’s insolvency, recovery of cash on deposit may be limited to account insurance or other protection afforded such deposits.

The Managing Owner has established procedures to actively monitor market risk and minimize credit risk, although there can be no assurance that it will, in fact, succeed in doing so. The Unitholders bear the risk of loss only to the extent of the market value of their respective investments and, in certain specific circumstances, distributions and redemptions received.

FS-39

WORLD MONITOR TRUST III — SERIES J

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

Note 9. FINANCIAL HIGHLIGHTS

The following information presents per unit operating performance data and other supplemental financial data for the year ended December 31, 2006 and the period December 1, 2005 (commencement of operations) to December 31, 2005. This information has been derived from information presented in the financial statements.

	Class I						Class II
Per Unit Performance	2006 (6)			2005 (7)			2006 (8)
(for a unit outstanding throughout the entire period)
Net asset value per unit, beginning of the year/period	$	97.38		$	100.00		$	100.00
Gain (loss) from operations: (3)
Net realized and change in unrealized gain (loss) (1)		5.32			(2.36	)		(2.89	)
Interest income (1)		4.69			0.86			3.74
Expenses (1)		(8.68	)		(1.08	)		(3.78	)
Total gain (loss) from operations		1.33			(2.58	)		(2.93	)
Offering costs (1)		(0.51	)		(0.04	)		(0.36	)
Net increase/(decrease) for the year/period		0.82			(2.62	)		(3.29	)
Net asset value per unit, end of the year/period	$	98.20		$	97.38		$	96.71
Total Return (5)
Total return before incentive fee		1.96	%		(2.62	)%		(3.29	)%
Incentive fee		(1.12	)%		0.00	%		0.00	%
Total return after incentive fee		0.84	%		(2.62	)%		(3.29	)%
Supplemental Data
Ratios to average net asset value: (3)
Net investment (loss) before incentive fee (2)		(2.94	)%		(2.60	)%		(0.06	)%
Incentive fee (5)		(1.12	)%		0.00	%		0.00	%
Net investment (loss) after incentive fee		(4.06	)%		(2.60	)%		(0.06	)%
Interest income		4.76	%		10.39	%		5.86	%
Incentive fees (5)		1.12	%		0.00	%		0.00	%
Other expenses (4)		7.70	%		12.99	%		5.92	%
Total expenses		8.82	%		12.99	%		5.92	%

Total returns are calculated based on the change in value of a unit during the period. An individual unitholders’ total returns and ratios may vary from the above total returns and ratios based on the timing of additions and redemptions.

⁽¹⁾ Net realized and change in unrealized gain (loss) per unit, interest income per unit, expenses per unit and offering costs per unit are calculated by dividing net realized and change in unrealized gain (loss), interest income, expenses and offering costs by the weighted average number of units outstanding during the period. Net realized gain (loss) and change in net unrealized gain (loss) is a balancing amount necessary to reconcile the change in net asset value per interest with the other per interest information.

⁽²⁾ Represents interest income less total expenses (exclusive of incentive fees). All components of the net investment loss ratio have been annualized.

⁽³⁾ Includes Series J’s proportionate share of income and expenses from WMT III Series H/J, G/J and I/J Trading Vehicle LLC.

⁽⁴⁾ All components of the other expenses ratio have been annualized.

⁽⁵⁾ Not annualized.

⁽⁶⁾ For the year ended December 31, 2006.

⁽⁷⁾ For the period December 1, 2005 to December 31, 2005.

⁽⁸⁾ For the period May 1, 2006 to December 31, 2006.

FS-40

SECTION II

FS-41

WMT III SERIES G/J TRADING VEHICLE LLC

ANNUAL REPORT

December 31, 2006

FS-42

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Managing Owner and Members of

World Monitor Trust III Series G/J Trading Vehicle LLC

We have audited the accompanying statements of financial condition, including the condensed schedules of investments, of World Monitor Trust III Series G/J Trading Vehicle LLC (the “Trust”) as of December 31, 2006 and 2005, and the related statements of operations and changes in members’ capital for the year ended December 31, 2006 and the period December 1, 2005 (commencement of operations) to December 31, 2005. These financial statements are the responsibility of the Trust’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of World Monitor Trust III Series G/J Trading Vehicle LLC at December 31, 2006 and 2005, and the results of its operations and changes in its members’ capital for the year ended December 31, 2006 and the period December 1, 2005 (commencement of operations) to December 31, 2005 in conformity with accounting principles generally accepted in the United States of America.

Deloitte & Touche LLP

March 28, 2007

FS-43

WMT III SERIES G/J TRADING VEHICLE LLC

STATEMENTS OF FINANCIAL CONDITION

December 31, 2006 and 2005

	2006		2005
ASSETS
Cash in commodity trading accounts	$	24,478,301	$	10,427,355
Net unrealized gain on open futures contracts		525,372		61,653
Net unrealized gain on open forward contracts		325,380		74,001
Interest receivable		99,446		32,357
Total assets	$	25,428,499	$	10,595,366
LIABILITIES
Accrued expenses	$	32,134	$	28,800
Commissions payable		3,576		843
Advisor fee payable		53,106		22,012
Total liabilities		88,816		51,655
MEMBERS’ CAPITAL
Member G - Class I		908,532		509,406
Member G - Class II		1,168,077		0
Member J - Class I		22,158,018		10,034,305
Member J - Class II		1,105,056		0
Total members’ capital		25,339,683		10,543,711
Total liabilities and members’ capital	$	25,428,499	$	10,595,366

See accompanying notes.

FS-44

WMT III SERIES G/J TRADING VEHICLE LLC

CONDENSED SCHEDULES OF INVESTMENTS

December 31, 2006 and 2005

	2006					2005
Futures and Forward Contracts	Net Unrealized Gain (Loss)			Net Unrealized Gain (Loss) as a % of Net Asset Value		Net Unrealized Gain (Loss)			Net Unrealized Gain (Loss) as a % of Net Asset Value
Long futures contracts
Commodities	$	11,825		0.05	%	$	1,605		0.01	%
Interest rates		(64,318	)	(0.25	)%		21,025		0.20	%
Metals		(16,513	)	(0.07	)%		54,528		0.52	%
Stock indices		198,600		0.78	%		26,579		0.25	%
Other		8,813		0.03	%		0		0.00	%
Total long futures contracts		138,407		0.54	%		103,737		0.98	%
Short futures contracts
Energy		78,298		0.31	%		0		0.00	%
Commodities		3,290		0.01	%		(12,463	)	(0.12	)%
Interest rates		347,838		1.38	%		248		0.00	%
Metals		12,850		0.05	%		(29,869	)	(0.28	)%
Stock indices		(42,545	)	(0.17	)%		0		0.00	%
Other		(12,766	)	(0.05	)%		0		0.00	%
Total short futures contracts		386,965		1.53	%		(42,084	)	(0.40	)%
Total futures contracts	$	525,372		2.07	%	$	61,653		0.58	%
Long forward currency contracts	$	333,447		1.32	%	$	(71,768	)	(0.68	)%
Short forward currency contracts		(8,067	)	(0.03	)%		145,769		1.38	%
Total forward currency contracts	$	325,380		1.29	%	$	74,001		0.70	%

See accompanying notes.

FS-45

WMT III SERIES G/J TRADING VEHICLE LLC

STATEMENTS OF OPERATIONS

For the Year ended December 31, 2006 and

the period December 1, 2005 (commencement of operations) to December 31, 2005

	2006		2005
REVENUES
Realized	$	651,531	$	(434,052	)
Change in unrealized		715,098		135,654
Interest income		895,448		33,425
Total revenues/(losses)		2,262,077		(264,973	)
EXPENSES
Brokerage commissions		132,635		6,985
Advisor incentive fees		107,871		0
Advisor management fees		510,442		22,012
Operating expenses		57,331		28,800
Total expenses		808,279		57,797
Net Gain (Loss)	$	1,453,798	$	(322,770	)

See accompanying notes.

FS-46

WMT III SERIES G/J TRADING VEHICLE LLC

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

For the Year ended December 31, 2006 and

the period December 1, 2005 (commencement of operations) to December 31, 2005

	Members’ Capital
	Member G - Class I			Member G - Class II			Member J - Class I			Member J - Class II			Total
Balance at December 1, 2005 (commencement of operations)	$	0		$	0		$	0		$	0		$	0
Additions		525,000			0			10,341,481			0			10,866,481
Redemptions		0			0			0			0			0
Net (loss)		(15,594	)		0			(307,176	)		0			(322,770	)
Balance at December 31, 2005		509,406			0			10,034,305			0			10,543,711
Additions		819,634			1,157,000			11,581,883			1,096,744			14,655,261
Redemptions		(451,873	)		(15,304	)		(835,384	)		(10,526	)		(1,313,087	)
Net gain		31,365			26,381			1,377,214			18,838			1,453,798
Balance at December 31, 2006	$	908,532		$	1,168,077		$	22,158,018		$	1,105,056		$	25,339,683

See accompanying notes.

FS-47

WMT III SERIES G/J TRADING VEHICLE LLC

NOTES TO FINANCIAL STATEMENTS

Note 1. ORGANIZATION

A. General Description of the Trading Vehicle

WMT III Series G/J Trading Vehicle LLC (the “Trading Vehicle”) is a limited liability company organized under the laws of Delaware on March 10, 2005 which will terminate on December 31, 2054 unless terminated sooner under the provisions of the Organization Agreement. The Trading Vehicle commenced trading operations on December 1, 2005. The Trading Vehicle was formed to engage in the speculative trading of a diversified portfolio of futures contracts, options on futures contracts and forward currency contracts. Preferred Investment Solutions Corp. (“Preferred”) is the Managing Owner of the Trading Vehicle. The Trading Vehicle currently consists of four members: World Monitor Trust III – Series G, Class I (“Member G-Class I”), World Monitor Trust III – Series G, Class II (“Member G-Class II”), World Monitor Trust III – Series J, Class I (“Member J-Class I”) and World Monitor Trust III – Series J, Class II (“Member J-Class II”) (collectively, the “Members”). Preferred is also the Managing Owner of each of the Members. Upon making the initial capital contribution, each Member received Voting Membership Interests.

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

B. The Trading Advisor

The Trading Vehicle entered into an advisory agreement with Graham Capital Management, L.P. (the “Trading Advisor”) to make the trading decisions for the Trading Vehicle. The Trading Advisor manages approximately 100% of the assets of the Trading Vehicle pursuant to its Global Diversified at 150% Leverage program.

Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A. Basis of Accounting

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

Commodity futures and forward transactions are reflected in the accompanying statement of financial condition on the trade date. Net unrealized gain or loss on open contracts (the difference between contract trade price and market price) is reflected in the financial statements in accordance with Financial Accounting Standards Board Interpretation No. 39 – “Offsetting of Amounts Related to Certain Contracts.” The market value of futures (exchange-traded) contracts is based upon the closing quotation on the various futures exchanges on which the contract is traded. The fair value of forward (non-exchange traded) contracts is extrapolated on a forward basis from the spot price. Any change in net unrealized gain or loss during the current period is reported in the statement of operations. Realized gains and losses on commodity transactions are recognized in the period in which the contracts are closed.

Brokerage commissions include other trading fees and are charged to expense when contracts are opened.

FS-48

WMT III SERIES G/J TRADING VEHICLE LLC

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

A. Basis of Accounting (Continued)

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

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

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

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

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

B. Income Taxes

The Trading Vehicle is treated as a partnership for Federal income tax purposes. As such, the Trading Vehicle is not required to provide for, or pay, any Federal or state income taxes. Income tax attributes that arise from its operations are passed directly to the Members. The Trading Vehicle may be subject to other state and local taxes in jurisdictions in which it operates.

FS-49

WMT III SERIES G/J TRADING VEHICLE LLC

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

C. Capital Accounts

The Trading Vehicle accounts for additions, allocations of net gain (loss) and redemptions on a per member capital account basis.

The Trading Vehicle allocates profits and losses to its Members monthly on a pro rata basis based on each Member’s pro rata capital in the Trading Vehicle during the month. Distributions (other than redemptions of capital) may be made at the sole discretion of the Members on a pro rata basis in accordance with the Members’ respective capital balances. The Trading Vehicle has not and does not presently intend to make any distributions.

D. Foreign Currency Transactions

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

Note 3. MANAGEMENT AND INCENTIVE FEES

The Trading Vehicle pays the Trading Advisor a monthly management fee equal to  ¹/12 of 2.5% (2.5% annually) of the Trading Vehicle’s allocated assets determined as of the close of business on the last day of each month. For purposes of determining the management fee, any distributions, redemptions or reallocation of assets made as of the last day of each month shall be added back to the assets and there shall be no reduction for (i) the management fees calculated or (ii) any accrued but unpaid incentive fees due the Trading Advisor.

Additionally, the Trading Vehicle pays the Trading Advisor an incentive fee of 20% (the “Incentive Fee”) of “New High Net Trading Profits” (as defined in the Advisory Agreement). The incentive fee accrues monthly and is paid quarterly. For the year ended December 31, 2006 and the period December 1, 2005 (commencement of operations) to December 31, 2005, the Trading Advisor earned incentive fees of $107,871 and $0, respectively.

Note 4. OPERATING EXPENSES

Operating expenses of the Trading Vehicle are paid for by the Trading Vehicle.

Note 5. DEPOSITS WITH BROKER

The Trading Vehicle deposits funds with UBS Securities LLC to act as broker subject to Commodity Futures Trading Commission regulations and various exchange and broker requirements. The Trading Vehicle also deposits collateral with UBS AG for margin against over-the-counter forward and foreign exchange deals. Margin requirements are satisfied by the deposit of cash with such broker. The Trading Vehicle earns interest income on assets deposited with the broker at competitive rates.

FS-50

WMT III SERIES G/J TRADING VEHICLE LLC

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

Note 6. ADDITIONS, DISTRIBUTIONS AND REDEMPTIONS

Additional investments in the Trading Vehicle can be made monthly subject to the terms of the Organization Agreement.

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

Note 7. DERIVATIVE INSTRUMENTS AND ASSOCIATED RISKS

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

A. Market Risk

Trading in futures and forward contracts (including foreign exchange) involves entering into contractual commitments to purchase or sell a particular commodity at a specified date and price. The gross or face amount of the contracts, which is typically many times that of the Trading Vehicle’s net assets being traded, significantly exceeds the Trading Vehicle’s future cash requirements since the Trading Vehicle intends to close out its open positions prior to settlement. As a result, the Trading Vehicle is generally subject only to the risk of loss arising from the change in the value of the contracts. As such, the Trading Vehicle considers the “fair value” of its derivative instruments to be the net unrealized gain or loss on the contracts. The market risk associated with the Trading Vehicle’s commitments to purchase commodities is limited to the gross or face amount of the contract held. However, when the Trading Vehicle enters into a contractual commitment to sell commodities, it must make delivery of the underlying commodity at the contract price and then repurchase the contract at prevailing market prices or settle in cash. Since the repurchase price to which a commodity can rise is unlimited, entering into commitments to sell commodities exposes the Trading Vehicle to unlimited risk.

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

B. Credit Risk

When entering into futures and forward contracts, the Trading Vehicle is exposed to credit risk that the counterparty to the contract will not meet its obligations. The counterparty for futures contracts traded on United States and most foreign futures exchanges is the clearinghouse associated with the particular exchange. In general, a clearinghouse is backed by its corporate members who are required to share any financial burden resulting from the non-performance by one of their members and, as such, should significantly reduce this credit risk. In cases where the clearinghouse is not backed by the clearing members (i.e., some foreign exchanges), it is normally backed by a consortium of banks or other financial institutions. On the other hand, there is a concentration risk on forward transactions entered into by the Trading Vehicle as UBS AG is the sole counterparty. The Trading Vehicle has entered into a master netting agreement dated November 29, 2005 with UBS AG and, as a result, when applicable, presents unrealized gains and losses on open forward positions as a net amount in the statement of financial condition.

FS-51

WMT III SERIES G/J TRADING VEHICLE LLC

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

Note 7. DERIVATIVE INSTRUMENTS AND ASSOCIATED RISKS (CONTINUED)

B. Credit Risk (Continued)

The amount at risk associated with counterparty non-performance of all of the Trading Vehicle’s contracts is the net unrealized gain included in the statement of financial condition; however, counterparty non-performance on only certain of the Trading Vehicle’s contracts may result in greater loss than non-performance on all of the Trading Vehicle’s contracts. There can be no assurance that any counterparty, clearing member or clearinghouse will meet its obligations to the Trading Vehicle.

The Managing Owner attempts to minimize both credit and market risks by requiring the Trading Vehicle and its Trading Advisor to abide by various trading limitations and policies. Preferred monitors compliance with these trading limitations and policies, which include, but are not limited to, executing and clearing all trades with creditworthy counterparties; limiting the amount of margin or premium required for any one commodity or all commodities combined; and generally limiting transactions to contracts which are traded in sufficient volume to permit the taking and liquidating of positions. Additionally, pursuant to the Advisory Agreement among the Trading Vehicle, Preferred and the Trading Advisor, the Trading Vehicle shall automatically terminate the Advisory Agreement, if the net asset value allocated to the Trading Advisor declines as of the end of any business day by at least 40% from the value at the beginning of any calendar year or since the effective date of the Advisory Agreement. The decline in net asset value is after giving effect for distributions, subscriptions and redemptions.

The Trading Vehicle’s futures commission merchant, in accepting orders for the purchase or sale of domestic futures contracts, is required by Commodity Futures Trading Commission (“CFTC”) regulations to separately account for and segregate as belonging to the Trading Vehicle all assets of the Trading Vehicle relating to domestic futures trading and is not allowed to commingle such assets with its other assets. At December 31, 2006 and 2005, such segregated assets totaled $22,129,652 and $10,705,114, respectively. Part 30.7 of the CFTC regulations also requires the Trading Vehicle’s futures commission merchant to secure assets of the Trading Vehicle related to foreign futures trading which totaled $2,497,027 and $(216,106) at December 31, 2006 and 2005, respectively. There are no segregation requirements for assets related to forward trading.

As of December 31, 2006, all open futures and forward contracts mature between January 2007 and June 2008.

FS-52

WMT III SERIES G/J TRADING VEHICLE LLC

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

Note 8. FINANCIAL HIGHLIGHTS

The following information presents the financial highlights of the Trading Vehicle for the year end December 31, 2006 and the period December 1, 2005 (commencement of operations) to December 31, 2005. This information has been derived from information presented in the financial statements.

	2006		2005
Total Return(1)
Total return before incentive fee	9.40	%	(2.97	)%
Incentive fee	(0.55	)%	0.00	%
Total return after incentive fee	8.85	%	(2.97	)%
Ratios to average net asset value:
Expenses prior to incentive fee	3.56	%	6.38	%(2)
Incentive fee (1)	0.55	%	0.00	%
Total expenses and incentive fee	4.11	%	6.38	%
Net investment gain / (loss) (3)	0.99	%	-2.69	%(2)

⁽¹⁾ Not annualized.

⁽²⁾ Annualized.

⁽³⁾ Represents interest income less total expenses (exclusive of incentive fee).

Total returns and ratios to average net asset value are calculated for Members’ capital taken as a whole. An individual Member’s total return and ratios may vary from the above return and ratios based on the timing of additions and redemptions. Net realized gain and change in net unrealized gain on commodity transactions is a balancing amount necessary to reconcile the change in net asset value per interest with other per interest information.

FS-53

SECTION III

FS-54

WMT III SERIES H/J TRADING VEHICLE LLC

ANNUAL REPORT

December 31, 2006

FS-55

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Managing Owner and Members of

World Monitor Trust III Series H/J Trading Vehicle LLC

We have audited the accompanying statements of financial condition, including the condensed schedules of investments, of World Monitor Trust III Series H/J Trading Vehicle LLC (the “Trust”) as of December 31, 2006 and 2005, and the related statements of operations and changes in members’ capital for the year ended December 31, 2006 and the period December 1, 2005 (commencement of operations) to December 31, 2005. These financial statements are the responsibility of the Trust’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of World Monitor Trust III Series H/J Trading Vehicle LLC at December 31, 2006 and 2005, and the results of its operations and changes in its members’ capital for the year ended December 31, 2006 and the period December 1, 2005 (commencement of operations) to December 31, 2005 in conformity with accounting principles generally accepted in the United States of America.

Deloitte & Touche LLP

March 28, 2007

FS-56

WMT III SERIES H/J TRADING VEHICLE LLC

STATEMENTS OF FINANCIAL CONDITION

December 31, 2006 and 2005

	2006		2005
ASSETS
Cash in commodity trading accounts	$	28,463,857	$	11,022,502
Net unrealized gain (loss) on open futures contracts		622,289		(328,519	)
Interest receivable		114,572		33,259
Total assets	$	29,200,718	$	10,727,242
LIABILITIES
Accrued expenses	$	32,141	$	28,800
Commissions payable		8,336		3,294
Advisor fee payable		73,255		26,738
Total liabilities		113,732		58,832
MEMBERS’ CAPITAL (Net Asset Value)
Member H - Class I		1,140,902		515,430
Member H - Class II		444,359		0
Member J - Class I		21,153,067		10,152,980
Member J Class II		1,062,521		0
Member - Futures Strategic Trust		5,286,137		0
Total members’ capital (Net Asset Value)		29,086,986		10,668,410
Total liabilities and members’ capital	$	29,200,718	$	10,727,242

See accompanying notes.

FS-57

WMT III SERIES H/J TRADING VEHICLE LLC

CONDENSED SCHEDULES OF INVESTMENTS

December 31, 2006 and 2005

	2006					2005
	Net Unrealized Gain(Loss)			Net Unrealized Gain(Loss) as a % of Net Asset Value		Net Unrealized Gain(Loss)			Net Unrealized Gain(Loss) as a % of Net Asset Value
Long future contracts
Commodities	$	4,903		0.02	%	$	(14,296	)	(0.13	)%
Currencies		(455,693	)	(1.57	)%		(213,075	)	(2.00	)%
Energy		(18,370	)	(0.06	)%		0		0.00	%
Interest rates		(202,599	)	(0.70	)%		23,738		0.22	%
Metals		(76,930	)	(0.26	)%		13,709		0.13	%
Stock indices		20,644		0.07	%		10,498		0.10	%
Total long future contracts		(728,045	)	(2.50	)%		(179,426	)	(1.68	%)
Short future contracts
Currencies		(2,139	)	(0.01	)%		112,658		1.06	%
Interest rates		1,461,530		5.02	%		(228,391	)	(2.14	)%
Metals		42,750		0.15	%		(2,900	)	(0.03	)%
Stock indices		(151,807	)	(0.52	)%		(30,460	)	(0.29	)%
Total short future contracts		1,350,334		4.64	%		(149,093	)	(1.40	)%
Total futures contracts	$	622,289		2.14	%	$	(328,519	)	(3.08	)%

See accompanying notes.

FS-58

WMT III SERIES H/J TRADING VEHICLE LLC

STATEMENTS OF OPERATIONS

For the Year Ended December 31, 2006 and the

Period December 1, 2005 (commencement of operations) to December 31, 2005

	2006			2005
REVENUES
Realized	$	(2,317,174	)	$	161,273
Change in unrealized		950,808			(328,519	)
Interest income		926,433			34,330
Total revenues		(439,933	)		(132,916	)
EXPENSES
Brokerage commissions		81,082			9,617
Advisor incentive fee		237,915			0
Advisor management fee		638,927			26,738
Operating expenses		57,341			28,800
Total expenses		1,015,265			65,155
NET (Loss)	$	(1,455,198	)	$	(198,071	)

See accompanying notes.

FS-59

WMT III SERIES H/J TRADING VEHICLE LLC

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

For the Year Ended December 31, 2006 and the

Period December 1, 2005 (commencement of operations) to December 31, 2005

	Members’ Capital
	Member H - Class I			Member H - Class II			Member J - Class I			Member J - Class II			Futures Strategic Trust			Total
Balance at December 1, 2005 (commencement of operations)	$	0		$	0		$	0		$	0		$	0		$	0
Additions		525,000			0			10,341,481			0			0			10,866,481
Redemptions		0			0			0			0			0			0
Net (loss)		(9,570	)		0			(188,501	)		0			0			(198,071	)
Balance at December 31, 2005		515,430			0			10,152,980			0			0			10,668,410
Additions		1,154,252			528,000			13,133,733			1,177,042			5,372,605			21,365,632
Redemptions		(422,422	)		(9,587	)		(1,009,312	)		(10,526	)		(40,011	)		(1,491,858	)
Net (loss)		(106,358	)		(74,054	)		(1,124,334	)		(103,995	)		(46,457	)		(1,455,198	)
Balance at December 31, 2006	$	1,140,902		$	444,359		$	21,153,067		$	1,062,521		$	5,286,137		$	29,086,986

See accompanying notes.

FS-60

WMT III SERIES H/J TRADING VEHICLE LLC

NOTES TO FINANCIAL STATEMENTS

Note 1. ORGANIZATION

A. General Description of the Trading Vehicle

WMT III Series H/J Trading Vehicle LLC (the “Trading Vehicle”) is a limited liability company organized under the laws of Delaware on March 10, 2005, which will terminate on December 31, 2054 unless terminated sooner under the provisions of the Organization Agreement. The Trading Vehicle commenced trading operations on December 1, 2005. The Trading Vehicle was formed to engage in the speculative trading of a diversified portfolio of futures contracts and options on futures contracts. Preferred Investment Solutions Corp. (“Preferred”) is the Managing Owner of the Trading Vehicle. The Trading Vehicle currently consists of five members: World Monitor Trust III – Series H, Class I (“Member H-Class I”), World Monitor Trust III – Series H, Class II (“Member H-Class II”), World Monitor Trust III – Series J, Class I (“Member J-Class I”), World Monitor Trust III – Series J, Class II (“Member J-Class II”) and Futures Strategic Trust (collectively, the “Members”). Preferred is also the Managing Owner of each of the Members. Upon making the initial capital contribution, each Member received Voting Membership Interests.

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

B. The Trading Advisor

The Trading Vehicle entered into an advisory agreement with Bridgewater Associates, Inc. (the “Trading Advisor”) to make the trading decisions for the Trading Vehicle. The Trading Advisor manages approximately 100% of the assets of the Trading Vehicle pursuant to its Aggressive Pure Alpha Futures Only – A, No Benchmark program.

Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A. Basis of Accounting

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

Commodity futures transactions are reflected in the accompanying statement of financial condition on the trade date. Net unrealized gain or loss on open contracts (difference between contract trade price and market price) is reflected in the financial statements in accordance with Financial

FS-61

WMT III SERIES H/J TRADING VEHICLE LLC

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Accounting Standards Board Interpretation No. 39 – “Offsetting of Amounts Related to Certain Contracts.” The market value of futures (exchange-traded) contracts is based upon the closing quotation on the various futures exchanges on which the contract is traded. Any change in net unrealized gain or loss during the current period is reported in the statement of operations. Realized gains and losses on commodity transactions are recognized in the period in which the contracts are closed.

Brokerage commissions include other trading fees and are charged to expense when contracts are opened.

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

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

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

In July 2006, the Financial Accounting Standards Board (“FASB”) issued FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes—an interpretation of FASB Statement No. 109” (“FIN 48”), which clarifies the accounting for uncertainty in tax positions. FIN 48 requires that the Trading Vehicle recognize in its financial statements the impact of a tax position if that position is more likely than not of being sustained on audit, based on the technical merits of the position. The provisions of FIN 48 are effective for fiscal years beginning after December 15, 2006, with the cumulative effect of the change in accounting principle recorded as an adjustment to opening retained earnings.

FS-62

WMT III SERIES H/J TRADING VEHICLE LLC

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Preferred as Managing Owner of the Trading Vehicle has evaluated the impact of adopting FIN 48 on the Trading Vehicle’s financial statements. In Preferred’s opinion as of December 31, 2006, FIN 48 has no material impact on the Trading Vehicle, as the Trading Vehicle’s tax position is based on established tax precedence for the tax treatment of investment partnerships as flow through tax entities.

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

B. Income Taxes

The Trading Vehicle is treated as a partnership for Federal income tax purposes. As such, the Trading Vehicle is not required to provide for, or pay, any Federal or state income taxes. Income tax attributes that arise from its operations are passed directly to the Members. The Trading Vehicle may be subject to other state and local taxes in jurisdictions in which it operates.

C. Capital Accounts

The Trading Vehicle accounts for additions, allocations of net gain (loss) and redemptions on a per member capital account basis.

The Trading Vehicle allocates profits and losses to its Members monthly on a pro rata basis based on each Member’s pro rata capital in the Trading Vehicle during the month. Distributions (other than redemptions of capital) may be made at the sole discretion of the Members on a pro rata basis in accordance with the Members’ respective capital balances. The Trading Vehicle has not and does not presently intend to make any distributions.

D. Foreign Currency Transactions

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

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WMT III SERIES H/J TRADING VEHICLE LLC

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

Note 3. MANAGEMENT AND INCENTIVE FEES

The Trading Vehicle pays the Trading Advisor a monthly management fee equal to 1/12 of 3.0% (3.0% annually) of the Trading Vehicle’s allocated assets determined as of the close of business on the last day of each month. For purposes of determining the management fee, any distributions, redemptions or reallocation of assets made as of the last day of each month shall be added back to the assets and there shall be no reduction for (i) the management fees calculated or (ii) any accrued but unpaid incentive fees due the Trading Advisor.

Additionally, the Trading Vehicle pays the Trading Advisor an incentive fee of 20% (the “Incentive Fee”) of “New High Net Trading Profits” (as defined in the Advisory Agreement). The incentive fee accrues monthly and is paid quarterly. For the year ended December 31, 2006 and the period December 1, 2005 (commencement of operations) to December 31, 2005, the Trading Advisor earned incentive fees of $237,915 and $0, respectively.

Note 4. OPERATING EXPENSES

Operating expenses of the Trading Vehicle are paid for by the Trading Vehicle.

Note 5. DEPOSITS WITH BROKER

The Trading Vehicle deposits funds with UBS Securities LLC to act as broker subject to Commodity Futures Trading Commission regulations and various exchange and broker requirements. Margin requirements are satisfied by the deposit of cash with such broker. The Trading Vehicle earns interest income on assets deposited with the broker at competitive rates.

Note 6. ADDITIONS, DISTRIBUTIONS AND REDEMPTIONS

Additional investments in the Trading Vehicle can be made monthly subject to the terms of the Organization Agreement.

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

Note 7. DERIVATIVE INSTRUMENTS AND ASSOCIATED RISKS

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

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WMT III SERIES H/J TRADING VEHICLE LLC

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

Note 7. DERIVATIVE INSTRUMENTS AND ASSOCIATED RISKS (CONTINUED)

A. Market Risk

Trading in futures contracts (including foreign exchange) involves entering into contractual commitments to purchase or sell a particular commodity at a specified date and price. The gross or face amount of the contracts, which is typically many times that of the Trading Vehicle’s net assets being traded, significantly exceeds the Trading Vehicle’s future cash requirements since the Trading Vehicle intends to close out its open positions prior to settlement. As a result, the Trading Vehicle is generally subject only to the risk of loss arising from the change in the value of the contracts. As such, the Trading Vehicle considers the “fair value” of its derivative instruments to be the net unrealized gain or loss on the contracts. The market risk associated with the Trading Vehicle’s commitments to purchase commodities is limited to the gross or face amount of the contract held. However, when the Trading Vehicle enters into a contractual commitment to sell commodities, it must make delivery of the underlying commodity at the contract price and then repurchase the contract at prevailing market prices or settle in cash. Since the repurchase price to which a commodity can rise is unlimited, entering into commitments to sell commodities exposes the Trading Vehicle to unlimited risk.

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

B. Credit Risk

When entering into futures contracts, the Trading Vehicle is exposed to credit risk that the counterparty to the contract will not meet its obligations. The counterparty for futures contracts traded on United States and most foreign futures exchanges is the clearinghouse associated with the particular exchange. In general, a clearinghouse is backed by its corporate members who are required to share any financial burden resulting from the non-performance by one of their members and, as such, should significantly reduce this credit risk. In cases where the clearinghouse is not backed by the clearing members (i.e., some foreign exchanges), it is normally backed by a consortium of banks or other financial institutions. The amount at risk associated with counterparty non-performance of all of the Trading Vehicle’s contracts is the net unrealized gain included in the statement of financial condition; however, counterparty non-performance on only certain of the Trading Vehicle’s contracts may result in greater loss than non-performance on all of the Trading Vehicle’s contracts. There can be no assurance that any counterparty, clearing member or clearinghouse will meet its obligations to the Trading Vehicle.

FS-65

WMT III SERIES H/J TRADING VEHICLE LLC

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

Note 7. DERIVATIVE INSTRUMENTS AND ASSOCIATED RISKS (CONTINUED)

B. Credit Risk (Continued)

The Managing Owner attempts to minimize both credit and market risks by requiring the Trading Vehicle and its Trading Advisor to abide by various trading limitations and policies. Preferred monitors compliance with these trading limitations and policies, which include, but are not limited to, executing and clearing all trades with creditworthy counterparties; limiting the amount of margin or premium required for any one commodity or all commodities combined; and generally limiting transactions to contracts which are traded in sufficient volume to permit the taking and liquidating of positions. Additionally, pursuant to the Advisory Agreement among the Trading Vehicle, Preferred and the Trading Advisor, the Trading Vehicle shall automatically terminate the Advisory Agreement, if the net asset value allocated to the Trading Advisor declines as of the end of any business day by at least 40% from the value at the beginning of any calendar year or since the effective date of the Advisory Agreement. The decline in net asset value is after giving effect for distributions, subscriptions and redemptions.

The Trading Vehicle’s futures commission merchant, in accepting orders for the purchase or sale of domestic futures contracts, is required by Commodity Futures Trading Commission (“CFTC”) regulations to separately account for and segregate as belonging to the Trading Vehicle all assets of the Trading Vehicle relating to domestic futures trading and is not allowed to commingle such assets with its other assets. At December 31, 2006 and 2005, such segregated assets totaled $23,649,869 and $10,857,532, respectively. Part 30.7 of the CFTC regulations also requires the Trading Vehicle’s futures commission merchant to secure assets of the Trading Vehicle related to foreign futures trading which totaled $136,650 and $(163,549) at December 31, 2006 and 2005, respectively.

As of December 31, 2006, all open futures contracts mature between January 2007 and December 2007.

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WMT III SERIES H/J TRADING VEHICLE LLC

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

Note 8. FINANCIAL HIGHLIGHTS

The following information presents the financial highlights of the Trading Vehicle for the year ended December 31, 2006 and the period December 1, 2005 (commencement of operations) to December 31, 2005. This information has been derived from information presented in the financial statements.

	2006		2005
Total Return (1)
Total return before incentive fee	(1.41	)%	(1.82	)%
Incentive fee	(1.16	)%	0.00	%
Total return after incentive fee	(2.58	)%	(1.82	)%
Ratios to average net asset value:
Expenses prior to incentive fee	3.80	%	7.20	% (2)
Incentive fee (1)	1.17	%	0.00	%
Total expenses and incentive fee	4.97	%	7.20	%
Net investment gain (loss) (3)	0.73	%	(3.40	)% (2)

⁽¹⁾ not annualized.

⁽²⁾ annualized.

⁽³⁾ Represents interest income less total expenses (exclusive of incentive fee).

Total returns and ratios to average net asset value are calculated for Members’ capital taken as a whole. An individual Member’s total return and ratios may vary from the above return and ratios based on the timing of additions and redemptions. Net realized gain and change in net unrealized gain on commodity transactions is a balancing amount necessary to reconcile the change in net asset value per interest with other per interest information.

FS-67

SECTION IV

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WMT III SERIES I/J TRADING VEHICLE LLC

ANNUAL REPORT

December 31, 2006

FS-69

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Managing Owner and Members of

World Monitor Trust III Series I/J Trading Vehicle LLC

We have audited the accompanying statements of financial condition, including the condensed schedules of investments, of World Monitor Trust III Series I/J Trading Vehicle LLC (the “Trust”) as of December 31, 2006 and 2005, and the related statements of operations and changes in members’ capital for the year ended December 31, 2006 and the period December 1, 2005 (commencement of operations) to December 31, 2005. These financial statements are the responsibility of the Trust’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of World Monitor Trust III Series I/J Trading Vehicle LLC at December 31, 2006 and 2005, and the results of its operations and changes in its members’ capital for the year ended December 31, 2006 and the period December 1, 2005 (commencement of operations) to December 31, 2005 in conformity with accounting principles generally accepted in the United States of America.

Deloitte & Touche LLP

March 28, 2007

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WMT III SERIES I/J TRADING VEHICLE LLC

STATEMENT OF FINANCIAL CONDITION

December 31, 2006 and 2005

	2006		2005
ASSETS
Cash in commodity trading accounts	$	22,775,701	$	10,651,193
Net unrealized gain (loss) on open futures contracts		1,593,108		(98,436	)
Interest receivable		88,932		33,290
Total assets	$	24,457,741	$	10,586,047
LIABILITIES
Accrued expenses	$	31,981	$	28,800
Commissions payable		4,045		2,098
Advisor incentive fee payable		129,513		0
Advisor management fee payable		40,845		17,592
Total liabilities		206,384		48,490
MEMBERS’ CAPITAL
Member I - Class I		261,165		509,108
Member J - Class I		22,894,320		10,028,449
Member J - Class II		1,095,872		0
Total members’ capital (Net Asset Value)		24,251,357		10,537,557
Total liabilities and members’ capital	$	24,457,741	$	10,586,047

See accompanying notes.

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WMT III SERIES I/J TRADING VEHICLE LLC

CONDENSED SCHEDULES OF INVESTMENTS

December 31, 2006 and 2005

	2006					2005
	Net Unrealized Gain (Loss)			Net Unrealized Gain (Loss) as a % of Net Asset Value		Net Unrealized Gain (Loss)			Net Unrealized Gain (Loss) as a % of Net Asset Value
Long futures contracts:
Commodities	$	0		0.00	%	$	(42,900	)	(0.41	)%
Currencies		(361,213	)	(1.49	)%		(48,760	)	(0.46	)%
Interest rates		0		0.00	%		(29,562	)	(0.28	)%
Metals		97,782		0.40	%		69,290		0.66	%
Stock indices		582,995		2.41	%		(46,504	)	(0.44	)%
Total long future contracts		319,564		1.32	%		(98,436	)	(0.93	)%
Short futures contracts:
Currencies		335,930		1.38	%		0		0.00	%
Energy		310,563		1.28	%		0		0.00	%
Interest rates		926,304		3.82	%		0		0.00	%
Metals		(299,253	)	(1.23	)%		0		0.00	%
Total short future contracts		1,273,544		5.25	%		0		0.00	%
Total futures contracts	$	1,593,108		6.57	%	$	(98,436	)	(0.93	)%

See accompanying notes.

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WMT III SERIES I/J TRADING VEHICLE LLC

STATEMENTS OF OPERATIONS

For the Year Ended December 31, 2006 and

the Period December 1, 2005 (commencement of operations) to December 31, 2005

	2006		2005
REVENUES
Realized	$	414,806	$	(206,454	)
Change in unrealized		1,691,544		(98,436	)
Interest income		842,504		34,356
Total revenues/(loss)		2,948,854		(270,534	)
EXPENSES
Brokerage commissions		167,270		11,998
Advisor incentive fee		267,294		0
Advisor management fee		394,633		17,592
Operating expenses		57,482		28,800
Total expenses		886,679		58,390
Net Gain / (Loss)	$	2,062,175	$	(328,924	)

See accompanying notes.

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WMT III SERIES I/J TRADING VEHICLE LLC

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

For the Year Ended December 31, 2006 and

the Period December 1, 2005 (commencement of operations) to December 31, 2005

	Members’ Capital
	Member I Class I			Member J Class I			Member J Class II			Total
Balance at December 1, 2005 (commencement of operations)	$	0		$	0		$	0		$	0
Additions		525,000			10,341,481			0			10,866,481
Redemptions		0			0			0			0
Net (loss)		(15,892	)		(313,032	)		0			(328,924	)
Balance at December 31, 2005		509,108			10,028,449			0			10,537,557
Additions		209,705			13,009,055			1,098,424			14,317,184
Redemptions		(475,143	)		(2,134,871	)		(55,545	)		(2,665,559	)
Net gain		17,495			1,991,687			52,993			2,062,175
Balance at December 31, 2006	$	261,165		$	22,894,320		$	1,095,872		$	24,251,357

See accompanying notes.

FS-74

WMT III SERIES I/J TRADING VEHICLE LLC

NOTES TO FINANCIAL STATEMENTS

Note 1. ORGANIZATION

A. General Description of the Trading Vehicle

WMT III Series I/J Trading Vehicle LLC (the “Trading Vehicle”) is a limited liability company organized under the laws of Delaware on March 10, 2005, which will terminate on December 31, 2054 unless terminated sooner under the provisions of the Organization Agreement. The Trading Vehicle commenced trading operations on December 1, 2005. The Trading Vehicle was formed to engage in the speculative trading of a diversified portfolio of futures contracts and options on futures contracts. Preferred Investment Solutions Corp. (“Preferred”) is the Managing Owner of the Trading Vehicle. The Trading Vehicle currently consists of three members: World Monitor Trust III – Series I, Class I (“Member I”), World Monitor Trust III – Series J, Class I (“Member J-Class I”) and World Monitor Trust III – Series J, Class II (“Member J-Class II) (collectively, the “Members”). Preferred is also the Managing Owner of each of the Members. Upon making the initial capital contribution, each Member received Voting Membership Interests.

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

B. The Trading Advisor

The Trading Vehicle entered into an advisory agreement with Eagle Trading Systems Inc. (the “Trading Advisor”) to make the trading decisions for the Trading Vehicle. The Trading Advisor manages approximately 100% of the assets of the Trading Vehicle pursuant to its Momentum program.

Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A. Basis of Accounting

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

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

Brokerage commissions include other trading fees and are charged to expense when contracts are opened.

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WMT III SERIES I/J TRADING VEHICLE LLC

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

A. Basis of Accounting (Continued)

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

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

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

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

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

B. Income Taxes

The Trading Vehicle is treated as a partnership for Federal income tax purposes. As such, the Trading Vehicle is not required to provide for, or pay, any Federal or state income taxes. Income tax attributes that arise from its operations are passed directly to the Members. The Trading Vehicle may be subject to other state and local taxes in jurisdictions in which it operates.

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WMT III SERIES I/J TRADING VEHICLE LLC

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

C. Capital Accounts

The Trading Vehicle accounts for additions, allocations of net gain (loss) and redemptions on a per member capital account basis.

The Trading Vehicle allocates profits and losses to its Members monthly on a pro rata basis based on each Member’s pro rata capital in the Trading Vehicle during the month. Distributions (other than redemptions of capital) may be made at the sole discretion of the Members on a pro rata basis in accordance with the Members’ respective capital balances. The Trading Vehicle has not and does not presently intend to make any distributions.

D. Foreign Currency Transactions

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

Note 3. MANAGEMENT AND INCENTIVE FEES

The Trading Vehicle pays the Trading Advisor a monthly management fee equal to 1/12 of 2.0% (2.0% annually) of the Trading Vehicle’s allocated assets determined as of the close of business on the last day of each month. For purposes of determining the management fee, any distributions, redemptions or reallocation of assets made as of the last day of each month shall be added back to the assets and there shall be no reduction for (i) the management fees calculated or (ii) any accrued but unpaid incentive fees due the Trading Advisor.

Additionally, the Trading Vehicle pays the Trading Advisor an incentive fee of 20% (the “Incentive Fee”) of “New High Net Trading Profits” (as defined in the Advisory Agreement). The incentive fee accrues monthly and is paid quarterly. The Trading Advisor earned incentive fees of $267,294 and $0 for the year ended December 31, 2006 and the period December 1, 2005 (commencement of operations) to December 31, 2005, respectively.

Note 4. OPERATING EXPENSES

Operating expenses of the Trading Vehicle are paid for by the Trading Vehicle.

Note 5. DEPOSITS WITH BROKER

The Trading Vehicle deposits funds with UBS Securities LLC to act as broker subject to Commodity Futures Trading Commission regulations and various exchange and broker requirements. Margin requirements are satisfied by the deposit of cash with such broker. The Trading Vehicle earns interest income on assets deposited with the broker at competitive rates.

FS-77

WMT III SERIES I/J TRADING VEHICLE LLC

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

Note 6. ADDITIONS, DISTRIBUTIONS AND REDEMPTIONS

Additional investments in the Trading Vehicle can be made monthly subject to the terms of the Organization Agreement

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

Note 7. DERIVATIVE INSTRUMENTS AND ASSOCIATED RISKS

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

A. Market Risk

Trading in futures contracts (including foreign exchange) involves entering into contractual commitments to purchase or sell a particular commodity at a specified date and price. The gross or face amount of the contracts, which is typically many times that of the Trading Vehicle’s net assets being traded, significantly exceeds the Trading Vehicle’s future cash requirements since the Trading Vehicle intends to close out its open positions prior to settlement. As a result, the Trading Vehicle is generally subject only to the risk of loss arising from the change in the value of the contracts. As such, the Trading Vehicle considers the “fair value” of its derivative instruments to be the net unrealized gain or loss on the contracts. The market risk associated with the Trading Vehicle’s commitments to purchase commodities is limited to the gross or face amount of the contract held. However, when the Trading Vehicle enters into a contractual commitment to sell commodities, it must make delivery of the underlying commodity at the contract price and then repurchase the contract at prevailing market prices or settle in cash. Since the repurchase price to which a commodity can rise is unlimited, entering into commitments to sell commodities exposes the Trading Vehicle to unlimited risk.

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

B. Credit Risk

When entering into futures contracts, the Trading Vehicle is exposed to credit risk that the counterparty to the contract will not meet its obligations. The counterparty for futures contracts traded on United States and most foreign futures exchanges is the clearinghouse associated with the particular exchange. In general, a clearinghouse is backed by its corporate members who are required to share any financial burden resulting from the non-performance by one of their members and, as such, should significantly reduce this credit risk. In cases where the clearinghouse is not backed by the clearing members (i.e., some foreign exchanges), it is normally backed by a consortium of banks or other financial institutions. The amount at risk associated with counterparty non-performance of all of the Trading Vehicle’s contracts is the net unrealized gain included in the statement of financial condition; however, counterparty non-performance on only certain of the Trading Vehicle’s contracts may result in greater loss than non-performance on all of the Trading Vehicle’s contracts.

FS-78

WMT III SERIES I/J TRADING VEHICLE LLC

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

Note 7. DERIVATIVE INSTRUMENTS AND ASSOCIATED RISKS (CONTINUED)

B. Credit Risk (Continued)

There can be no assurance that any counterparty, clearing member or clearinghouse will meet it’s obligations the Trading Vehicle.

The Managing Owner attempts to minimize both credit and market risks by requiring the Trading Vehicle and its Trading Advisor to abide by various trading limitations and policies. Preferred monitors compliance with these trading limitations and policies, which include, but are not limited to, executing and clearing all trades with creditworthy counterparties; limiting the amount of margin or premium required for any one commodity or all commodities combined; and generally limiting transactions to contracts which are traded in sufficient volume to permit the taking and liquidating of positions. Additionally, pursuant to the Advisory Agreement among the Trading Vehicle, Preferred and the Trading Advisor, the Trading Vehicle shall automatically terminate the Advisory Agreement, if the net asset value allocated to the Trading Advisor declines as of the end of any business day by at least 40% from the value at the beginning of any calendar year or since the effective date of the Advisory Agreement. The decline in net asset value is after giving effect for distributions, subscriptions and redemptions.

The Trading Vehicle’s futures commission merchant, in accepting orders for the purchase or sale of domestic futures contracts, is required by Commodity Futures Trading Commission (“CFTC”) regulations to separately account for and segregate as belonging to the Trading Vehicle all assets of the Trading Vehicle relating to domestic futures trading and is not allowed to commingle such assets with its other assets. At December 31, 2006 and 2005, such segregated assets totaled $19,166,403 and $10,679,510, respectively. Part 30.7 of the CFTC regulations also requires the Trading Vehicle’s futures commission merchant to secure assets of the Trading Vehicle related to foreign futures trading which totaled $1,732,473 and $(126,753) at December 31, 2006 and 2005, respectively.

As of December 31, 2006, all open futures contracts mature between January and March 2007.

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WMT III SERIES I/J TRADING VEHICLE LLC

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

Note 8. FINANCIAL HIGHLIGHTS

The following information presents the financial highlights of the Trading Vehicle for the year ended December 31, 2006 and the period December 1, 2005 (commencement of operations) to December 31, 2005. This information has been derived from information presented in the financial statements.

	2006		2005
Total Return (1)
Total return before incentive fee	9.49	%	(3.03	)%
Incentive fee	(1.41	)%	0.00	%
Total return after incentive fee	8.08	%	(3.03	)%
Ratios to average net asset value:
Expenses prior to incentive fee	3.27	%	6.45	% (2)
Incentive fee (1)	1.41	%	0.00	%
Total expenses and incentive fee	4.68	%	6.45	%
Net investment gain (loss) (3)	1.18	%	(2.65	)% (2)

Total returns and ratios to average net asset value are calculated for Members’ capital taken as a whole. An individual Member’s total return and ratios may vary from the above return and ratios based on the timing of additions and redemptions. Net realized gain and change in net unrealized gain on commodity transactions is a balancing amount necessary to reconcile the change in net asset value per interest with other per interest information.

⁽¹⁾ Not annualized.

⁽²⁾ Annualized.

⁽³⁾ Represents interest income less total expenses (exclusive of incentive fee).

FS-80

PREFERRED INVESTMENT SOLUTIONS CORP.

STATEMENT OF FINANCIAL CONDITION

December 31, 2006

FS-81

INDEPENDENT AUDITOR’S REPORT

To the Board of Directors and Stockholder

Preferred Investment Solutions Corp.

We have audited the accompanying statement of financial condition of Preferred Investment Solutions Corp. as of December 31, 2006. This financial statement is the responsibility of the Company’s management. Our responsibility is to express an opinion on this financial statement based on our audit. The Company has investments in affiliated commodity pools, of which the Company is the Managing Owner, General Partner or Sponsor. The financial statements for certain of these affiliated commodity pools were audited by other auditors. The value of such investments in affiliated commodity pools audited by other auditors of $1,798,408 at December 31, 2006, is derived from the audited financial statements of such affiliated commodity pools. The reports of the other auditors have been furnished to us, and our opinion, insofar as it relates to these investments, is based solely on the reports of such other auditors.

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 and the reports of other auditors provide a reasonable basis for our opinion.

In our opinion, based on our audit and the reports of other auditors, the statement of financial condition referred to above presents fairly, in all material respects, the financial position of Preferred Investment Solutions Corp. as of December 31, 2006 in conformity with accounting principles generally accepted in the United States of America.

As discussed in the notes to the statement of financial condition, Preferred Investment Solutions Corp. is a wholly-owned subsidiary and a member of a group of affiliated companies and, as described in the statement of financial condition and notes thereto, has transactions and relationships with members of the group.

Hunt Valley, Maryland

April 5, 2007

FS-82

PREFERRED INVESTMENT SOLUTIONS CORP.

STATEMENT OF FINANCIAL CONDITION

December 31, 2006

ASSETS
Cash and cash equivalents	$	368,766
Fees and other receivables		822,828
Due (to) affiliates, net		(155,798	)
Investments in affiliated commodity pools		1,836,013
Subscription in affiliated commodity pool paid in advance		6,000
Redemptions receivable from affiliated commodity pools		38,738
Property and equipment, net		79,794
Goodwill		2,417,656
Other assets		5,614
Total assets	$	5,419,611
LIABILITIES
Service fees and other fees payable	$	542,993
Accrued expenses		434,572
Notes payable		930,944
Interest payable		65,650
Obligations under capital leases		67,918
Other liabilities		10,610
Total liabilities		2,052,687
STOCKHOLDER’S EQUITY
Common stock, $0.01 par value: Authorized – 1,000 shares; issued and outstanding – 248 shares		2
Additional paid-in capital		5,389,963
Retained earnings		336,469
		5,726,434
Less: Cost of treasury stock – 148 shares of common stock		2,359,510
Total stockholder’s equity		3,366,924
Total liabilities and stockholder’s equity	$	5,419,611

See accompanying notes.

FS-83

PREFERRED INVESTMENT SOLUTIONS CORP.

NOTES TO STATEMENT OF FINANCIAL CONDITION

Note 1. GENERAL DESCRIPTION OF THE COMPANY AND SIGNIFICANT ACCOUNTING POLICIES

A. General

Preferred Investment Solutions Corp. (the Company), a commodity pool operator registered with the Commodity Futures Trading Commission, organizes and operates commodity pools that engage primarily in the speculative trading of futures, forwards and option contracts and receives substantially all of its revenue from the management thereof.

The Company is a wholly-owned subsidiary of Kenmar Holdings Inc. (the Parent), which in turn, is owned by Kenmar Group, Inc. (KGI). Two of the Company’s officers are each the sole and equal owners of KGI.

Effective January 1, 2006, the Company, a Connecticut corporation, merged with and into Preferred Investment Solutions Corp., a Delaware corporation (Preferred DE) in a tax free reorganization. The Company cancelled each share of common stock and Preferred DE became the surviving company. The merger was effectuated pursuant to a Plan and Agreement of Merger between the Company and Preferred DE dated as of January 1, 2006. The Company and Preferred DE share the same stockholder, board of directors and officers. The Board of Directors and the ultimate sole owners of the Company and Preferred DE unanimously approved the Plan and Agreement of Merger.

The accompanying statement of financial condition is presented in accordance with accounting principles generally accepted in the United States of America, which require the use of certain estimates made by the Company’s management. Actual results could differ from those estimates.

B. Cash and Cash Equivalents

Cash and cash equivalents include all cash and money market account balances. The Company maintains its cash and cash equivalents with one financial institution. In the event of a financial institution’s insolvency, the Company’s recovery of cash and cash equivalent balances on deposit may be limited to account insurance or other protection afforded such deposits.

C. Investments in Commodity Pools

The Company’s investments in affiliated commodity pools, of which the Company is the Managing Owner, General Partner or Sponsor, are carried at fair value. Fair value is the value determined for each commodity pool in accordance with such commodity pool’s valuation policies and, as a general matter, represents the amount that the company could reasonably expect to receive from the commodity pool if the Company’s investment was redeemed at the date of the statement of financial condition.

D. Revenue Recognition

Commission income is recognized when earned, in accordance with the terms of the respective agreements, and is calculated based on a percentage of assets under management. Incentive fees are recognized in accordance with the terms of the respective agreements and are based on a percentage of the net profits experienced by the affiliated commodity pools.

FS-84

PREFERRED INVESTMENT SOLUTIONS CORP.

NOTES TO STATEMENT OF FINANCIAL CONDITION (CONTINUED)

Note 1. GENERAL DESCRIPTION OF THE COMPANY AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

E. Property and Equipment

Depreciation of furniture, fixtures and office equipment is computed using the straight-line method over the estimated useful lives of the assets, which range from 5 to 7 years. Depreciation of software is computed using the straight-line method over the estimated useful life of the software, which is 3 years. Amortization of leased assets and leasehold improvements is computed using the straight-line method over the lesser of the term of the related lease or the estimated useful lives of the assets.

F. Income Taxes

The Company has elected S corporation status, pursuant to which the Company does not pay U.S. Corporate or state income tax on its taxable income. Instead, the ultimate stockholders of the Company are liable for individual income tax on their share of the Company’s taxable income.

G. Goodwill

Goodwill represents costs in excess of the fair value of the net assets of the companies acquired in a purchase transaction. The Company tests for impairment on a quarterly basis based on a review of projected net fees from the underlying commodity pools which the Company manages as a result of the acquisition.

Note 2. GOODWILL

On June 30, 2004, Prudential Securities Group Inc. (PSG) and the Company entered into a Stock Purchase Agreement, pursuant to which PSG would sell, and the Company would buy, all of the capital stock of Prudential Securities Futures Management Inc. (PSFMI) (the then current Managing Owner or Sponsor of 12 commodity pools, namely World Monitor Trust – Series A, World Monitor Trust – Series B, World Monitor Trust II – Series D, World Monitor Trust II – Series E, World Monitor Trust II – Series F, Futures Strategic Trust, Diversified Futures Trust I, Diversified Futures Trust II, International Futures Fund B PLC, International Futures Fund C PLC, International Futures Fund D PLC and International Futures Fund F PLC) and Seaport Futures Management, Inc. (Seaport) (the then General Partner of one commodity pool, Diversified Futures Fund L.P.) (collectively, the acquired commodity pools). In connection with the transaction, PSFMI and Seaport solicited proxies seeking approval from the interestholders of the acquired commodity pools for (i) the sale of the stock of PSFMI and Seaport to the Company; (ii) the concomitant approval of the Company as the new General Partner, Managing Owner or Sponsor of the acquired commodity pools and (iii) the approval of certain amendments to the Declaration of Trust and Trust Agreements and Agreement of Limited Partnership of the acquired commodity pools.

As of October 1, 2004, the Company acquired from PSG all of the outstanding stock of PSFMI and Seaport. Immediately after such acquisition, PSFMI and Seaport were merged with and into the Company. Accordingly, as of October 1, 2004, all of the board of directors and officers of PSFMI and Seaport resigned. Following the Company’s acquisition of PSFMI and Seaport and their merger with and into the Company, the Company became the successor General Partner, Managing Owner or Sponsor of the acquired commodity pools.

FS-85

PREFERRED INVESTMENT SOLUTIONS CORP.

NOTES TO STATEMENT OF FINANCIAL CONDITION (CONTINUED)

Note 2. GOODWILL (CONTINUED)

In consideration for the purchase of the capital stock of PSFMI and Seaport, the Company agreed to pay to PSG $1,961,755. The Company also incurred legal and accounting expenses directly related to the acquisition. The acquisition has been accounted for as a purchase and as such, the excess of the total purchase price over the estimated fair value of the acquired net assets has been recorded as goodwill.

In addition to the purchase price noted above, the Company paid a contingent finder’s fee of 20% of the net fees earned from the management of the acquired commodity pools. This finder’s fee was payable during the period October 1, 2004 through September 30, 2006, at which time the agreement terminated. Such finder’s fee was treated as a component of the direct cost of the acquisition and increased the amount of goodwill related to the business combination as such amounts are incurred by the Company.

The changes in the net carrying amount of goodwill for the year ended December 31, 2006 are as follows:

Goodwill at December 31, 2005	$	2,040,182
Legal and accounting expenses directly related to the acquisition		851
Finder’s fee		376,623
Goodwill at December 31, 2006	$	2,417,656

The acquisition price was financed in part by the notes payable as described in Note 5.

As of December 31, 2006, the Company concluded that there was no impairment of goodwill based on a review of projected net fees from the acquired commodity pools.

No part of the goodwill is expected to be deductible for tax purposes.

Note 3. INVESTMENTS IN COMMODITY POOLS

During 2006, the Company was the Managing Owner, General Partner or Sponsor of the following affiliated commodity pools: Kenmar Global Trust, World Monitor Trust – Series A, World Monitor Trust – Series B, World Monitor Trust II – Series D, World Monitor Trust II – Series E, World Monitor Trust II – Series F, World Monitor Trust III – Series G, World Monitor Trust III – Series H, World Monitor Trust III – Series I and World Monitor Trust III – Series J, Futures Strategic Trust, Diversified Futures Trust I, Diversified Futures Trust II, Diversified Futures Fund L.P. and International Futures Fund B PLC (collectively, the affiliated commodity pools). Summarized activity as of and for the year ended December 31, 2006, related to these Managing Owner, General Partner or Sponsor interests, together with the Company’s Non-Managing Owner interests in certain of the affiliated commodity pools, are as follows:

FS-86

PREFERRED INVESTMENT SOLUTIONS CORP.

NOTES TO STATEMENT OF FINANCIAL CONDITION (CONTINUED)

Note 3. INVESTMENTS IN COMMODITY POOLS (CONTINUED)

Managing Owner or General Partner participating interests	Value at December 31, 2005		Additions		Net Income (Loss)			Redemptions			Value at December 31, 2006
Kenmar Global Trust	$	116,826	$	0	$	3,180		$	(47,206	)	$	72,800
World Monitor Trust – Series A		22,471		0		(831	)		(21,640	)		0
World Monitor Trust – Series B		41,858		0		(26	)		(41,832	)		0
World Monitor Trust II – Series D		175,754		0		2,538			(48,184	)		130,108
World Monitor Trust II – Series E		311,944		0		8,772			(85,357	)		235,359
World Monitor Trust II – Series F		379,135		0		6,566			(81,713	)		303,988
World Monitor Trust III – Series G		14,476		11,311		1,025			0			26,812
World Monitor Trust III – Series H		14,650		13,578		(2,337	)		0			25,891
World Monitor Trust III – Series I		14,464		12,558		1,330			0			28,352
World Monitor Trust III – Series J		180,539		563,523		(4,115	)		0			739,947
Futures Strategic Trust		60,015		0		833			(7,921	)		52,927
Diversified Futures Trust I		177,537		0		(7,348	)		(26,319	)		143,870
Diversified Futures Trust II		60,966		0		(5,707	)		(17,654	)		37,605
Diversified Futures Fund L.P.		52,427		0		(8,527	)		(5,553	)		38,347
		1,623,062		600,970		(4,647	)		(383,379	)		1,836,006
Sponsor non-participating interests
International Futures Fund B PLC		7		0		0			0			7
Non-Managing Owner participating interests
World Monitor Trust III – Series G		238,571		0		2,204			(240,775	)		0
World Monitor Trust III – Series H		209,790		0		(150	)		(209,640	)		0
World Monitor Trust III – Series I		277,133		0		(9,100	)		(268,033	)		0
		725,494		0		(7,046	)		(718,448	)		0
Total	$	2,348,563	$	600,970	$	(11,693	)	$	(1,101,827	)	$	1,836,013

The net asset values as of December 31, 2006 for each commodity pool managed are as follows:

Kenmar Global Trust	$	5,801,870
World Monitor Trust – Series A		0
World Monitor Trust – Series B		0
World Monitor Trust II – Series D		13,239,585
World Monitor Trust II – Series E		23,773,465
World Monitor Trust II – Series F		30,478,976
World Monitor Trust III – Series G		2,080,794
World Monitor Trust III – Series H		1,506,962
World Monitor Trust III – Series I		263,698
World Monitor Trust III – Series J		67,228,141
Futures Strategic Trust		5,218,280
Diversified Futures Trust I		12,979,124
Diversified Futures Trust II		3,788,048
Diversified Futures Fund L.P.		3,617,593
International Futures Fund B PLC (1)		9,612,071
		$179,588,607

⁽¹⁾ Net asset value as of December 31, 2006 is unaudited, as the fund has a March 31 year-end.

FS-87

PREFERRED INVESTMENT SOLUTIONS CORP.

NOTES TO STATEMENT OF FINANCIAL CONDITION (CONTINUED)

Note 3. INVESTMENTS IN COMMODITY POOLS (CONTINUED)

As the Managing Owner, General Partner or Sponsor of the affiliated commodity pools, the Company manages the respective businesses of the affiliated commodity pools. The governing documents of the affiliated commodity pools typically require the Company or for certain funds, the Company and/or its affiliates, to maintain a capital account equal to 1% of the total capital accounts of the affiliated commodity pools. The Company, as the Managing Owner or General Partner of the affiliated commodity pools has also agreed to maintain a net worth of not less than $1,000,000. As of December 31, 2006, the Company and/or its affiliates were in compliance with the aforementioned capital account requirements and the Company was in compliance with the net worth requirements.

For managing the businesses of the affiliated commodity pools, the Company earns commissions and fees in accordance with the terms of the respective agreements. The Company in turn pays commissions and/or service fees to selling agents and management and incentive fees to trading advisors, if applicable. At December 31, 2006, the Company is owed fees of $656,356 from the affiliated commodity pools which are included in “Fees and other receivables” in the statement of financial condition. As Managing Owner, General Partner or Sponsor of the affiliated commodity pools, the Company has a fiduciary responsibility to the affiliated commodity pools, and a potential liability beyond the amounts recognized as an asset in the statement of financial condition.

International Futures Fund D PLC ceased trading in May 2005 and a liquidator was appointed to wind up the fund in September 2005. International Futures Fund C PLC and International Futures Fund F PLC ceased trading in September 2005 and a liquidator was appointed to wind up both funds in November 2005. On July 20, 2006, Preferred, as managing owner of World Monitor Trust Series A (“Series A”) and World Monitor Trust Series B (“Series B”), resolved to dissolve Series A and Series B. Series A and Series B ceased trading August 25, 2006.

Note 4. PROPERTY AND EQUIPMENT

At December 31, 2006, the Company’s property and equipment consists of:

Furniture, fixtures and office equipment	$	912,410
Software		166,007
		1,078,417
Less: Accumulated depreciation and amortization		(998,623	)
	$	79,794

Note 5. NOTES PAYABLE

Notes payable – Acquisition of PSFMI and Seaport

The Company entered into two loan agreements, one with a financial institution and the other with an affiliate of the financial institution on September 20, 2004 and September 29, 2004, respectively. Each loan was originally for $750,000. The total outstanding at December 31, 2006 of $930,944 on these two loans is included in “Notes payable” in the statement of financial condition.

FS-88

PREFERRED INVESTMENT SOLUTIONS CORP.

NOTES TO STATEMENT OF FINANCIAL CONDITION (CONTINUED)

Note 5. NOTES PAYABLE (CONTINUED)

Notes payable – Acquisition of PSFMI and Seaport (Continued)

The loans were entered into to provide financing in connection with the Company’s acquisition of two corporations effective October 1, 2004 as described in Note 2. The loans were repayable on September 27, 2005 and September 29, 2005, respectively, with the Company having the option to extend the repayment date by a further six months. Effective September 6, 2005, both loan repayment dates were extended to March 31, 2006 and effective February 17, 2006, both loan repayment dates were further extended to December 31, 2006. Effective December 4, 2006, both loan repayment dates were extended to December 31, 2007.

Interest for each loan consists of two components. The first interest rate component provides that the Company makes a monthly interest payment of 1.25% (15% per annum) on the outstanding loan balance monthly in arrears. The second component provides that interest shall accrue on the loan amount outstanding at a rate indexed to 100% of the performance of the Managing Owner or General Partner interests invested in the acquired commodity pools as described in Note 2., which is payable at the maturity of the loan. The total performance of the acquired commodity pools allocated to each loan provider cannot be less than zero over the life of the notes payable. Total interest payable on the loans as of December 31, 2006 is $65,650.

Amounts outstanding on the loans are secured by the Company’s General Partner or Managing Owner interests in the respective funds.

Notes payable – Kenmar Global Trust Selling Commissions

The Company entered into a line of credit agreement with a financial institution in July 2003 under which a series of secured notes may be executed to fund specified selling commissions incurred by the Company as Managing Owner of Kenmar Global Trust (KGT). The aggregate borrowings may not exceed the lesser of the value of the assets used as security (see below) or $1,500,000. Each note executed under the agreement is payable on demand and matures and becomes payable no later than fourteen months after the date the note is executed. Interest is payable monthly at a floating rate, which is based upon the higher of : a) the Federal Funds Rate plus 0.5%, or b) the financial institution’s Prime Rate.

Amounts outstanding under the agreement were secured by the Company’s investment in KGT and any amounts due to the Company from KGT. The agreement also contains certain covenants which, if not met, could subject amounts outstanding under the agreement to accelerated repayment.

On November 1, 2006, the outstanding loan balance of $33,374 was paid in full and the line of credit was closed.

Note 6. REVOLVING CREDIT AGREEMENT

On April 11, 2005, the Company entered into a revolving credit agreement with a financial institution under which a series of secured notes may be executed to fund specific selling commissions incurred by the Company as sponsor of International Futures Fund B PLC, International Futures Fund C PLC and International Futures Fund F PLC (the International Funds). Each note executed under the agreement was payable on demand and matured and became payable no later than one year after the date the note was executed. Interest was payable monthly at a floating rate of LIBOR plus 2%.

FS-89

PREFERRED INVESTMENT SOLUTIONS CORP.

NOTES TO STATEMENT OF FINANCIAL CONDITION (CONTINUED)

Note 6. REVOLVING CREDIT AGREEMENT (CONTINUED)

The Company did not borrow against the revolving credit agreement, which terminated on April 11, 2006.

Note 7. OBLIGATIONS UNDER LEASES

The Company leased office equipment under noncancelable capital leases which expire at various dates through 2007. The Company also leased office equipment under operating leases which expire at various dates through 2009. Effective January 1, 2006, KGI assumed the obligation and the payment of the aforementioned leases as described in Note 8. below.

Note 8. RELATED PARTY TRANSACTIONS

The Company has transactions and relationships with members of a group of affiliated companies that occasionally result in advances to and from such affiliates. Effective January 1, 2006, the Company entered into a Services, Space Sharing and Expense Agreement (“Expense Agreement”) with KGI which eliminated the majority of the advances to other affiliates. As a result of the Expense Agreement, KGI became responsible for providing Support Services and Support Personnel (as defined in the agreement) to the Company and its affiliates. KGI, in turn, will charge the appropriate portion of such expenses, at cost to its affiliates, including the Company. Prior to January 1, 2006, the Company was responsible for providing such services. The following amounts are due (to) from affiliates at December 31, 2006:

Kenmar Group Inc.	$	(157,710	)
Other		1,912
	$	(155,798	)

No specific terms apply to the liquidation of amounts due (to) from affiliates; however, such amounts are settled periodically. The Company has reflected its right of offset in reporting net intercompany balances in the statement of financial condition.

Kenmar Securities Inc. (KSEC), another subsidiary of the Parent, offers and sells securities of certain commodity pools operated by affiliated companies. A portion of KSEC’s income is earned from the Company.

The advance from officer represents advances to the Company to assist with working capital requirements. Interest was charged at 3.63% on the outstanding balance. The total advance was repaid to the officer on March 31, 2006.

On March 7, 2005, MKL Limited was issued a $1.3 million letter of credit from Brown Brothers Harriman & Co. naming the Company as the beneficiary to guarantee the payment of any receivables due from MKL Limited to the Company. Fitch Ratings, a global rating agency, has issued Brown Brothers Harriman & Co. a long-term rating of A+ and a short-term rating of F1. There were no drawings on the letter of credit and the letter of credit expired on February 28, 2006. Additionally, MKL Limited satisfied the intercompany balance in full prior to its dissolution in December 2006.

FS-90

PREFERRED INVESTMENT SOLUTIONS CORP.

NOTES TO STATEMENT OF FINANCIAL CONDITION (CONTINUED)

Note 8. RELATED PARTY TRANSACTIONS (CONTINUED)

During the year ended December 31, 2006, the Parent contributed $526,250 of additional paid-in capital to the Company.

Kenmar Greenwich Holdings LLC (KGH), an affiliated entity, together with a non-affiliated entity, were the co-owners of Kenmar-Nihon Fund Management LLC (Kenmar-Nihon) and Kenmar-Nihon Venture Capital LLC (Kenmar-Nihon Venture Capital). The Company and its affiliates agreed to share certain net revenues of specified funds with Kenmar-Nihon in return for being reimbursed by Kenmar-Nihon and Kenmar-Nihon Venture Capital for specified expenses. In the event the net revenues and other cash flows from the businesses of Kenmar-Nihon and Kenmar-Nihon Venture Capital were insufficient to cover the reimbursable expenses, the Company and its affiliates were not liable for such shortfalls.

The above agreement was in place through June 30, 2006. Effective July 1, 2006, Kenmar Greenwich Holdings LLC entered into a Settlement Agreement with the non-affiliated co-owner of Kenmar Nihon Fund Management LLC and Kenmar Nihon Venture Capital LLC. The terms of the agreement provide that Kenmar Nihon Venture Capital and Kenmar-Nihon will be dissolved and neither company will reimburse KGI or any of its affiliates for any expenses related to the business of Kenmar Nihon Venture Capital or Kenmar-Nihon incurred after July 1, 2006, nor will they share in the net fees earned by the Company and an affiliate with respect to those Funds. Additionally, as part of the Settlement Agreement, KGH agreed to reimburse the non-affiliated entity a portion of the start up costs incurred by Kenmar-Nihon and Kenmar-Nihon Venture Capital.

Note 9. GUARANTEES

On July 29, 2005, the Company entered into a lease agreement to lease office space effective January 1, 2006. Effective December 31, 2005, the lease was assigned to the Parent. The lease term is 11 years and expires on December 31, 2016. The Company and its affiliates were responsible for 23/30ths and a non-affiliated entity was responsible for 7/30ths of occupancy costs and furniture and equipment leasing costs related to this office space through June 30, 2006. Effective July 1, 2006 as part of the Settlement Agreement discussed above, the Company and its affiliates are responsible for all ongoing occupancy costs and furniture and equipment leasing costs related to this office space. Upon lease execution, the non-affiliated entity provided a security deposit in the amount of $861,894. The Company’s Parent is responsible for paying back this security deposit. Interest was payable on the security deposit advanced, at the Prime Rate per the Wall Street Journal and the security deposit was repayable on December 31, 2006. Effective July 1, 2006 as part of the Settlement Agreement discussed above, the interest rate on the security deposit was amended to the Prime Rate per the Wall Street Journal plus 1% payable quarterly in arrears and the repayment date was extended to November 1, 2008.

FS-91

PREFERRED INVESTMENT SOLUTIONS CORP.

NOTES TO STATEMENT OF FINANCIAL CONDITION (CONTINUED)

Note 9. GUARANTEES (CONTINUED)

The total future minimum lease payments under the non cancelable operating lease, for which the Company and its affiliates are responsible for are:

December 31
2007	$	814,011
2008		814,011
2009		814,011
2010		893,816
2011		893,816
Thereafter		4,852,144
	$	9,081,809

Additionally, the non-affiliated entity provided an advance for tenant improvements to the office space. Interest was payable monthly on the advance at the Prime Rate per the Wall Street Journal. The advance was repayable over a one year period, with the Company and its affiliates making monthly payments of 23/30ths of the outstanding amount, commencing one month after the advance was made, with the non-affiliated entity being responsible for the other 7/30ths. Advances to the Company’s Parent for tenant improvements to the office for the year ended December 31, 2006 were $789,015. Effective July 1, 2006 as part of the Settlement Agreement discussed above, the Company’s Parent is responsible for the repayment of all advances. Additionally, the interest rate on the tenant improvements was amended to the Prime Rate per the Wall Street Journal plus 1% payable quarterly in arrears and the repayment date was extended to November 1, 2008.

Effective December 7, 2005, KGI entered into a master lease agreement to lease office furniture and computer equipment, whereby the Company and its affiliates were responsible for 23/30ths of the lease payments and the non-affiliated entity were responsible for 7/30ths, as previously described. Effective July 1, 2006 as part of the Settlement Agreement discussed above, the Company and its affiliates are responsible for ongoing lease payments. The lease payments are guaranteed by the Company, the Parent, KSEC and Kenmar Investment Adviser Corp. The total guaranteed future minimum lease payments required by this capital lease are as follows:

Year ending December 31
2007	$	242,721
2008		242,721
2009		170,021
2010		170,021
2011		14,165
	$	839,649

Additionally, effective November 22, 2005, KGI entered into a lease agreement for the purchase of a phone system, whereby the Company and its affiliates were responsible for 23/30ths of the lease payments and the non-affiliated entity was responsible for 7/30ths, as previously described. Effective July 1, 2006 as part of the Settlement Agreement discussed above, the Company and its affiliates are responsible for ongoing lease payments. The lease payments are guaranteed by the Company. The total guaranteed future minimum lease payments required under this capital lease are as follows:

Year ending December 31
2007	$	20,762
2008		20,762
2009		20,762
2010		20,762
	$	83,048

FS-92

PREFERRED INVESTMENT SOLUTIONS CORP.

NOTES TO STATEMENT OF FINANCIAL CONDITION (CONTINUED)

Note 10. INDEMNIFICATIONS

As a Managing Owner, General Partner or Sponsor, the Company may be contingently liable for costs and liabilities incurred by the affiliated commodity pools. In the normal course of business the Company enters into contracts and agreements that contain a variety of representations and warranties and which provide general indemnifications. The Company’s maximum exposure under those arrangements is unknown as this would involve future claims that may be made against the Company that have not yet occurred. The Company expects the risk of any future obligation under these indemnifications to be remote.

Note 11. TRADING ACTIVITIES AND RELATED RISKS

The commodity pools in which the Company either serves as Managing Owner, General Partner or Sponsor or invests, engage primarily in the speculative trading of futures contracts, options on futures contracts and forward contracts (collectively, “derivatives”) in U.S. and foreign markets. The commodity pools, and therefore, the Company are exposed to both market risk (the risk arising from changes in the market value of the contracts) and credit risk (the risk of failure by another party to perform according to the terms of a contract). Theoretically, the commodity pools are exposed to market risk equal to the notional contract value of futures and forward contracts purchased and unlimited liability on such contracts sold short. Additionally, written options expose the commodity pools to potentially unlimited liability and purchased options expose the commodity pools to a risk of loss limited to the premiums paid. Since forward contracts are traded in unregulated markets between principals, the commodity pools also assume the risk of loss from counterparty nonperformance.

The commodity pools have a substantial portion of their assets on deposit with futures commission merchants, brokers and dealers in securities and other financial institutions in connection with their trading and cash management activities. In the event of a financial institution’s insolvency, recovery of partnership or trust assets on deposit may be limited to account insurance or other protection afforded such deposits.

The Company, as Managing Owner, General Partner or Sponsor has established procedures to actively monitor market risk and to minimize credit risk of its affiliated commodity pools, although there can be no assurance that it will, in fact, succeed in doing so.

FS-93

EXHIBIT A

SECOND

AMENDED AND RESTATED

DECLARATION OF TRUST

AND

TRUST AGREEMENT

OF

WORLD MONITOR TRUST III

Dated as of September 27, 2005

By and Among

PREFERRED INVESTMENT SOLUTIONS CORP.

WILMINGTON TRUST COMPANY

and

THE UNITHOLDERS

from time to time hereunder

-1-

ANNEX

WORLD MONITOR TRUST III

REQUEST FOR REDEMPTION

                    , 20        

(Please date)

WORLD MONITOR TRUST III

c/o Preferred Investment Solutions Corp.

900 King Street, Suite 100

Rye Brook, New York 10573

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 World Monitor Trust III (the “Trust”) and each Series thereof, constituting a part of the 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 each Series, as the same may at any time and from time to time be further amended or supplemented (the “Prospectus”).

The undersigned (Unitholder #                    ) hereby requests redemption of the number of Units specified below or, if a dollar amount is specified below, the number of Units determined by dividing such dollar amount by the Series Net Asset Value per Unit of the applicable Series as of 10:00 p.m., New York City time, on the Redemption Date, in each Series of the Trust indicated below, subject to all terms and conditions of the Second Amended and Restated Declaration of Trust and Trust Agreement (the “Declaration of Trust”) of the Trust as described in the Prospectus. PLEASE FILL OUT APPLICABLE SECTION BELOW (IF NO SECTIONS ARE COMPLETED BELOW ALL UNITS HELD OF RECORD BY THE UNDERSIGNED WILL BE REDEEMED):

Series	Full Redemption	Partial Redemption Either $ or # of units ($1,000 minimum or 10 units minimum)
SERIES G	[    ]
SERIES J	[    ]

(Please specify number of Units or dollar amount 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.)

This Request for Redemption must be received by the Managing Owner by 10:00 AM New York time at least five (5) Business Days prior to the day as of which the redemption is to be effective. A redemption will be effective as of the close of business on the last Business Day of any calendar month. For example, if the last business day of the month is a Friday, notice must be received by the Managing Owner by 10:00 AM New York time on the Friday of the immediately preceding week. I understand that, if I am redeeming all or some of my Units in Class I of the Series prior to the first anniversary of their purchase, I will be subject to a redemption charge equal to the product of (i) the net asset value per Unit on the redemption date of the Units being redeemed, multiplied by (ii) the number of months remaining before the first anniversary of the date such Units were purchased, multiplied by (iii) 1/12^th of 2.00%. There is no redemption charge for Class I Units on or after the first anniversary of their purchase. 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.

Annex-1

United States Taxable Unitholders 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 Unitholders 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.

SIGNATURES 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

		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 or 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

FIVE (5) BUSINESS DAYS PRIOR TO THE DATE AS OF WHICH REDEMPTION IS TO BE EFFECTIVE.

Annex-2

ANNEX

EXCHANGE REQUEST FOR

CLASS I UNITS OF BENEFICIAL INTEREST

To: WORLD MONITOR TRUST III

c/o Preferred Investment Solutions Corp.

900 King Street, Suite 100

Rye Brook, New York 10573

I hereby request the following exchange of Units as of the Business Day which first occurs five (5) Business Days after your receipt of this Exchange Request, upon the terms and conditions described in the Prospectus for World Monitor Trust III (the “Trust”) dated April 30, 2007. 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 any entity, if applicable) hereby represent and warrant that I have received and read the Prospectus as it relates to 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 the registration statement on Form S-1 filed with the Securities and Exchange Commission pursuant to which the Trust registered the Limited Units of each 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 of such registration statement (the “Prospectus”). I understand that I may exchange various Class I of the Series and various Class II of the Series but that I may not exchange from Class I to Class II or vice-versa. I understand that 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 into which I exchange. I understand that the Managing Owner, in its sole and absolute discretion, may reject this Exchange Request.

Amount to be Redeemed Upon Exchange	Specify (ü) Series to be Purchased Upon Exchange:*
$/Units      or All Units of – Series G	in Units of Series G
$/Units      or All Units of – Series J	in Units of Series J

* 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.

Annex-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.

Annex-4

ANNEX

EXCHANGE REQUEST FOR

CLASS II UNITS OF BENEFICIAL INTEREST

To: WORLD MONITOR TRUST III

c/o Preferred Investment Solutions Corp.

900 King Street, Suite 100

Rye Brook, New York 10573

I hereby request the following exchange of Units as of the Business Day which first occurs five (5) Business Days after your receipt of this Exchange Request, upon the terms and conditions described in the Prospectus for World Monitor Trust III (the “Trust”) dated April 30, 2007. 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 any entity, if applicable) hereby represent and warrant that I have received and read the Prospectus as it relates to 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 the registration statement on Form S-1 filed with the Securities and Exchange Commission pursuant to which the Trust registered the Limited Units of each Series, as the same may at any time and from time to time be amended or supplemented after the effective date of such registration statement (the “Prospectus”). I understand that I may exchange various Class I of the Series and various Class II of the Series but that I may not exchange from Class I to Class II or vice-versa. I understand that 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 into which I exchange. I understand that the Managing Owner, in its sole and absolute discretion, may reject this Exchange Request.

Amount to be Redeemed Upon Exchange	Specify (ü) Series to be Purchased Upon Exchange:*
$/Units      or All Units of – Series G	in Units of Series G
$/Units      or All Units of – Series J	in Units of Series J

* 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.

Annex-5

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.

Annex-6

EXHIBIT B

WORLD MONITOR TRUST III

SUBSCRIPTION REQUIREMENTS

By executing a Subscription Agreement and Power of Attorney Signature Page for Units of Beneficial Interest (“Units”) of one or more Series of World Monitor Trust III (the “Trust”), as indicated on the Subscription Agreement and Power of Attorney Signature Page, each purchaser (“Purchaser”) of Units irrevocably subscribes for Units of each Series indicated on the Purchaser’s Subscription Agreement and Power of Attorney Signature Page at a purchase price per Unit at Series Net Asset Value per Unit during the continuous offering, as described in the Prospectus of the Trust and each of the Series dated April 30, 2007 (the “Prospectus”). Capitalized terms used but not defined herein have the meaning ascribed thereto in the Prospectus.

If Purchaser’s Subscription Agreement and Power of Attorney Signature Page is accepted, Purchaser agrees to contribute Purchaser’s subscription to the Trust and to be bound by the terms of the Trust’s Second Amended and Restated Declaration of Trust and Trust Agreement (“Declaration of Trust and Trust Agreement”), which will be in substantially the form of the Declaration of Trust and Trust Agreement included in the Prospectus as Exhibit A. Purchaser agrees to reimburse the Trust and Preferred Investment Solutions Corp., the managing owner of the Trust (the “Managing Owner”), for any expense or loss incurred by either as a result of the cancellation of Purchaser’s Units due to a failure of the Purchaser to deliver good funds in the full amount of the purchase price of the Units subscribed for by Purchaser.

Representations and Warranties

As an inducement to the Managing Owner to accept this subscription, Purchaser, by executing and delivering Purchaser’s Subscription Agreement and Power of Attorney Signature Page, represents and warrants to the Trust, the Managing Owner, and the Selling Agent as follows:

(a) Purchaser is at least twenty-one years old and is legally competent to execute the Subscription Agreement and Power of Attorney Signature Page. Purchaser acknowledges that Purchaser has received (prior to any solicitation of Purchaser’s investment) a copy of the Prospectus — including the Appendices, the Declaration of Trust and Trust Agreement and summary financial information relating to the Trust current within 60 calendar days — dated within nine months of the date as of which Purchaser has subscribed to purchase Units.

(b) All information that Purchaser has heretofore furnished to the Managing Owner or that is set forth in the Subscription Agreement and Power of Attorney submitted by Purchaser is correct and complete as of the date of such Subscription Agreement and Power of Attorney, and if there should be any change in such information prior to acceptance of Purchaser’s subscription, Purchaser will immediately furnish such revised or corrected information to the Managing Owner.

(c) Unless (d) below is applicable, Purchaser’s subscription is made with Purchaser’s funds for Purchaser’s own account and not as trustee, custodian or nominee for another.

(d) The subscription, if made as custodian for a minor, is a gift Purchaser has made to such minor and is not made with such minor’s funds or, if not a gift, the representations as to net worth and annual income set forth below apply only to such minor.

(e) If Purchaser is subscribing in a representative capacity, Purchaser has full power and authority to purchase the Units and enter into and be bound by the Subscription Agreement and Power of Attorney on behalf of the entity for which Purchaser is purchasing the Units, and such entity has full right and power to purchase such Units and enter into and be bound by the Subscription Agreement and Power of Attorney and to become a Unitholder and be bound by the terms and conditions of the Declaration of Trust and Trust Agreement.

(f) Purchaser either is not required to be registered with the Commodity Futures Trading Commission (“CFTC”) or to be a member of the National Futures Association (“NFA”), or, if required to be so registered, is duly registered with the CFTC and is a member in good standing of the NFA. Purchaser agrees to supply the Managing Owner with such information as the Managing Owner may reasonably request in order to verify the foregoing representation. Certain entities which acquire Units may, as a result, themselves become “commodity pools” within the intent of applicable CFTC and NFA rules, and their sponsors, accordingly, will be required to register as “commodity pool operators.”

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(g) The address set forth on the Subscription Agreement and Power of Attorney Signature Page is Purchaser’s true and correct address and Purchaser has no present intention of becoming a resident of any other state or country.

(h) If Purchaser is a trust or custodian under an Employee Benefit Plan (or otherwise is an entity which holds plan assets), none of the Trustee, the Managing Owner, the 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.

(i) The purchase, ownership and disposition of the Units will not result in or constitute a “prohibited transaction” under Section 406 of the Employee Retirement Income Security Act of 1974, as amended, or Section 4975 of the Internal Revenue Code of 1986, as amended (or, in the case of a governmental or church plan, any similar federal, state or local law) for which an exemption is not available.

(j) To the best knowledge of Purchaser, Purchaser is independent of the Trust and any of the parties identified in paragraph (h) 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.

(k) Purchaser has received a Prospectus of each Series which constitutes its CFTC Disclosure Document.

(l) Purchaser is purchasing the Units for Purchaser’s own account.

(m) If trading for the applicable Series has commenced, Purchaser has received a copy of its most recent monthly report as required by the CFTC.

(n) Purchaser acknowledges that as a holder or holders of any interests in, or claims of any kind against, the Series, Purchaser 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.

(o) Purchaser agrees to provide any information deemed necessary by the Trust to comply with its anti-money laundering program and related responsibilities from time to time.

(p) Purchaser represents that Purchaser and each beneficial owner of Purchaser is (i) not an individual, entity or organization identified on any U.S. Office of Foreign Assets Control “watch list” and does 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.

(q) Purchaser represents that Purchaser is not, and no beneficial owner of Purchaser 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

(r) Purchaser represents 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.

¹ A “senior foreign political figure” is defined as an 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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Consent to Electronic Delivery of Reports

You may consent to receiving periodic reports electronically by supplying your e-mail address under Item 12(a) of the Subscription Agreement and Power of Attorney Signature Page. In the alternative, you may elect to receive paper reports by checking the box under Item 12(b) of the Subscription Agreement and Power of Attorney Signature Page. These periodic reports include:

• annual reports that contain audited financial statements; and

• monthly reports containing unaudited condensed financial statements.

You will receive these reports via e-mail, if you so elect. You must have an e-mail address to use this service, and you must provide your e-mail address in Item 11 of the Subscription Agreement and Power of Attorney 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 900 King Street, Suite 100, Rye Brook, New York 10573. Furthermore, if your e-mail address changes, you must immediately advise the Trust at the address above.

Acknowledgment of, Consent to and Agreement Regarding Limitation on Interseries Liability

Purchaser, with respect to Units of each Series for which Purchaser hereby subscribes and 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 relevant Contracting Series and to the Managing Owner and its assets for payment in respect of any claim against or obligation of such Series. The Contracting Series Assets of a particular Series include only those funds and other assets that are paid, held or distributed to the Trust on account of and for the benefit of such Contracting Series, including, without limitation, funds delivered to the Trust for the purchase of Units in such Series.

In furtherance of the Consent, Purchaser agrees, with respect to each Contracting Series, that (i) any debts, liabilities, obligations, indebtedness, expenses and claims of any nature and of all kinds and descriptions (collectively, “Claims”) of such Contracting Series incurred, contracted for or otherwise existing and (ii) any Units, beneficial interests or equity ownership of any kind (collectively, “Units”) of such Contracting Series, 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)(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 the 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 the 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 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. §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 the 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

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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.

The representations and statements set forth herein may be asserted in the defense of the Trust, the Managing Owner, the Advisors to the Trust, the Selling Agents or others in any subsequent litigation or other proceeding.

Investor Suitability

Purchaser understands that the purchase of Units may be made only by persons who, at a minimum, have (i) a net worth of at least $150,000 (exclusive of home, furnishings and automobiles) or (ii) an annual gross income of at least $45,000 and a net worth of at least $45,000 (exclusive of home, furnishings and automobiles). Residents of the following states must meet the requirements set forth below (“net worth” for such purposes is in all cases is exclusive of home, furnishings and automobiles). In addition, Purchaser may not invest more than 10% of his or her net worth (in all cases exclusive of home, furnishings and automobiles) in the Trust.

1. Alaska — Eligible investors must have (i) a net worth of at least $225,000 (exclusive of home, furnishings and automobiles) or (ii) an annual gross income of at least $60,000 and a net worth of at least $60,000 (exclusive of home, furnishings and automobiles).

2. Arizona — Net worth of at least $225,000 or a net worth of at least $60,000 and an annual income of at least $60,000.

3. California — Net worth of at least $250,000 and an annual income of at least $65,000 or, in the alternative, a net worth of at least $500,000.

4. Iowa — Net worth of at least $225,000 or a net worth of at least $60,000 and an annual taxable income of at least $60,000.

5. Kansas — Net worth of at least $225,000 or a net worth of at least $60,000 and an annual income of at least $60,000.

6. Maine — Minimum subscription per investment, both initial and subsequent, of $5,000; net worth of at least $200,000 or a net worth of at least $50,000 and an annual income of at least $50,000.

7. Massachusetts — Net worth of at least $225,000 or a net worth of at least $60,000 and an annual income of at least $60,000.

8. Michigan — Net worth of at least $225,000 or a net worth of at least $60,000 and annual income of at least $60,000.

9. Minnesota — “Accredited investors,” as defined in Rule 501(a) under the Securities Act of 1933.

10. Mississippi — Net worth of at least $225,000 or a net worth of at least $60,000 and an annual income of at least $60,000.

11. Missouri — Net worth of at least $225,000 or a net worth of at least $60,000 and an annual income of at least $60,000.

12. New Hampshire — Net worth of at least $250,000 or a net worth of at least $125,000 and an annual income of at least $50,000.

13. New Jersey — Net worth of at least $250,000 and a taxable income of at least $65,000 or, in the alternative, a net worth of at least $500,000.

14. North Carolina — Net worth of at least $225,000 or a net worth of at least $60,000 and an annual income of at least $60,000.

15. Oklahoma — Net worth of at least $225,000 or a net worth of $60,000 and an annual income of at least $60,000.

16. Oregon — Net worth of at least $225,000 or a net worth of at least $60,000 and an annual taxable income of at least $60,000.

17. Pennsylvania — Net worth of a least $175,000 or a net worth of at least $100,000 and an annual taxable income of at least $50,000.

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18. South Carolina — Net worth of at least $100,000 or a net income in 1998 some portion of which was subject to maximum federal and state income tax.

19. Tennessee — Net worth of at least $225,000 or a net worth of at least $60,000 and an annual taxable income of at least $60,000.

20. Texas — Net worth of at least $225,000 or a net worth of at least $60,000 and an annual taxable income of at least $60,000.

[Remainder of page intentionally left blank.]

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EXHIBIT C

NOT FOR MINNESOTA OR TEXAS RESIDENTS NOT TO BE USED AFTER
JANUARY 31, 2008

WORLD MONITOR TRUST III

SUBSCRIPTION INSTRUCTIONS

Any person considering subscribing for the units should carefully

read and review a current Prospectus of the Trust dated April 30, 2007.

The Prospectus should be accompanied by the most recent monthly report of the Trust.

Line Number	Item To Be Completed
1	Check box if you are either a new subscriber or an existing owner.
2	Enter the total dollar amount being invested.
3	Check box if this is an addition to an existing account and list Unitholder #.
4	Enter the investor’s brokerage account number (as opened with the Selling Agent) and check the box if the account is to be debited for investment.
6	Enter the Social Security Number OR Taxpayer ID Number, as applicable and check the appropriate box to indicate ownership type. For IRA accounts, the Taxpayer ID Number of the Custodian should be entered, as well as the Social Security Number of the investor.
7	Enter the name of the investor. For UGMA/UTMA (Minor) accounts, enter the Minor name followed by “Minor”.
8	For UGMA/UTMA accounts, enter the custodian name. For Trusts, enter the Trustee(s) name(s). For Corporations, Partnerships, and Estates, enter the officer or contact person name. Special Note: Copies of trust agreements, corporate papers and other appropriate documents may be required for Selling Agent approval.
9	Enter the legal address (which is the resident or domicile address used for tax purposes) of the investor (no post office boxes). Line 9 must be completed.
10	If the mailing address is different from the legal address, enter on line 10.
11	If an IRA account, enter Custodian’s name and address.
12	The investor must sign and date. If it is a joint account, both investors must sign. In the case of IRA’s, the Custodian’s signature, as well as the investor’s signature, is required.
13	Check box if you are a U.S. investor and if you are subject to backup withholding under the provisions of Section 3406(a)(1)(C) of the Internal Revenue Code.
14	The Registered Representative and office manager must sign.
15	The name of the selling firm, Registered Representative name, Registered Representative number, and address and phone number must be entered.

The Branch Office/Representative Copy Page must be retained in the Branch Office. Remaining copies should be forwarded to a) the appropriate department of the Selling Agent if required or b) Preferred Investment Solutions Corp., 900 King Street, Suite 100, Rye Brook, New York 10573, Fax (914) 307-4050, Attn: Investor Services . Questions should be directed to Preferred Investment Solutions Corp.’s Investor Services at (914) 307-4000.

The Client should return this Subscription Agreement and payment to his or her Registered Representative’s office address.

Units are speculative and involve a high degree of risk. No person may invest more than 10% of his or her net

worth (in all cases exclusive of home, furnishings and automobiles) in the Trust.

SA-1

NOT FOR MINNESOTA OR TEXAS RESIDENTS NOT TO BE USED AFTER
JANUARY 31, 2008

Signature Page

WORLD MONITOR TRUST III

CLASS I ONLY

SUBSCRIPTION AGREEMENT FOR LIMITED UNITS OF BENEFICIAL INTEREST IN

WORLD MONITOR TRUST III

IMPORTANT: READ REVERSE SIDE BEFORE SIGNING

The investor named below, by execution and delivery of this Subscription Agreement and Power of Attorney, by payment of the purchase price for Class I units of beneficial interest (“Units”) in each Series of World Monitor Trust III indicated on line 2 below and by either (i) wire transfer pursuant to instructions supplied by the Managing Owner or (ii) authorizing the Selling Agent (or Additional Seller, as the case may be) to debit investor’s customer securities account in the amount set forth below, hereby subscribes for the purchase of Units at Series Net Asset Value per Unit during the continuous offering.

The named investor further acknowledges receipt of the prospectus of the Trust and each of the Series dated April 30, 2007 (the “Prospectus”), including the Second Amended and Restated Declaration of Trust and Trust Agreement, the Subscription Requirements and the Subscription Agreement and Power of Attorney set forth therein, the terms of which govern the investment in the Units being subscribed for hereby, together with, if applicable, recent Account Statements relating to the Trust (current within 60 calendar days) and the Trust’s most recent Annual Report (unless the information in such Annual Report has been included in the Prospectus by amendment or supplement).

The named investor is purchasing Units for such investor’s own account.

If this investment is for a qualified employee benefit plan, an individual retirement account or other tax-exempt investor, in making this investment on behalf of each entity, the named investor has satisfied themselves as to the potential tax consequences of this investment.

1) Status of Subscriber(s) (check one): ¨ New Subscriber(s) ¨ Existing Owner(s)	2) Total $ Amount of Subscription by Series: (minimum aggregate amount of $5,000, except $2,000 minimum aggregate amount for IRAs, other tax-exempt accounts, and existing investors of the Trust, not less than $500 per Series)
	Series G Units                                         $                                 Series J Units                                           $
3) ¨ Check here if this is an addition to an existing account.	4) Selling Agent Brokerage Account #                                         (must be completed) ¨ if payment is made by debit to investor’s securities account, check box
5) ¨ Check here if the Subscriber(s) is (are) an Employee Benefit Plan which is subject to Part 4 of Title I of ERISA or Section 4975 of the Code (or is otherwise an entity that is deemed to hold assets of such a plan).
6) Social Security # or Taxpayer ID             -            -	Custodian ID #            -            -

Taxable Investors (check one)
¨ Individual Ownership ¨ Partnership ¨ Corporation	¨ Tenants in Common ¨ Joint Tenants with Right of Survivorship ¨ Community Property	¨ Estate ¨ Grantor or Other Revocable Trust ¨ Trust other than a Grantor or Revocable Trust	¨ UGMA/UTMA (Minor)
Non-Taxable Investors (check one): (Custodians MUST sign Item 10 below)
¨ IRA ¨ IRA Rollover	¨ Profit Sharing ¨ Defined Benefit	¨ Pension ¨ SEP	¨ Other (specify)

7) Name

8) Trustee/officer, if applicable

9) Resident Address
	Street                     City            State            Zip Code            Tel. Number                E-mail Address
10) Mailing Address
(if different)	Street                     City            State            Zip Code            Tel. Number                E-mail Address
11) Custodian Name     and Mailing Address
	Street                                         City                                         State                                 Zip Code

12) (a) Consent to Electronic Delivery of Periodic Reports: Please provide     e-mail address: (b) Consent to Delivery of Paper Copies of Periodic Reports: Please check the following box:

	¨
E-mail Address

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INVESTOR(S) MUST SIGN

X	X	X
Signature of Investor    Date    Telephone	Signature of Joint Investor  Date	Signature of 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 or under the Securities Exchange Act of 1934.

13) 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 Number 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 or resident of the United States or (b) (in the
case of an investor which is not an individual) the investor is not a United States corporation, partnership, estate or trust.

14) I hereby certify that I have informed the investor of all pertinent facts relating to the risks, tax consequences, liquidity,
marketability, management and control of the Managing Owner with respect to an investment in the Units, as set forth in the
Prospectus.

I have reasonable grounds to believe, based on information obtained from the investor concerning his/her investment objectives, other
investments, financial situation and needs and any other information known by me, that investment in the Trust is suitable for such
investor in light of his/her financial position, net worth and other suitability characteristics. I have also informed the investor of the
unlikelihood of a public trading market developing for the Units.

The Registered Representative MUST sign below in order to substantiate compliance with NASD Conduct Rule 2810.

X	X
Signature of Registered Representative	Signature of Office Manager                                Date

15) Selling Firm		R.R. Name
	R.R. Telephone	R.R. Fax	R.R. Number
R.R. Address
(for confirmation)	Street (P.O. Box not acceptable)                    City                State                                                          Zip Code

The representations and statements set forth herein may be asserted in the defense of the Trust, the Managing Owner, the Advisors to the Trust, the Selling Agent or others in any subsequent litigation or other proceeding.

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NOT FOR MINNESOTA OR TEXAS RESIDENTS NOT TO BE USED AFTER
JANUARY 31, 2008

Signature Page

WORLD MONITOR TRUST III

CLASS II ONLY

SUBSCRIPTION AGREEMENT FOR LIMITED UNITS OF BENEFICIAL INTEREST IN

WORLD MONITOR TRUST III

IMPORTANT: READ REVERSE SIDE BEFORE SIGNING

The investor named below, by execution and delivery of this Subscription Agreement and Power of Attorney, by payment of the purchase price for Class II units of beneficial interest (“Units”) in each Series of World Monitor Trust III indicated on line 2 below and by either (i) wire transfer pursuant to instructions supplied by the Managing Owner or (ii) authorizing the Selling Agent (or Additional Seller, as the case may be) to debit investor’s customer securities account in the amount set forth below, hereby subscribes for the purchase of Units at Series Net Asset Value per Unit during the continuous offering.

The named investor further acknowledges receipt of the prospectus of the Trust and each of the Series dated April 30, 2007 (the “Prospectus”), including the Second Amended and Restated Declaration of Trust and Trust Agreement, the Subscription Requirements and the Subscription Agreement and Power of Attorney set forth therein, the terms of which govern the investment in the Units being subscribed for hereby, together with, if applicable, recent Account Statements relating to the Trust (current within 60 calendar days) and the Trust’s most recent Annual Report (unless the information in such Annual Report has been included in the Prospectus by amendment or supplement).

The named investor is purchasing Units for such investor’s own account.

If this investment is for a qualified employee benefit plan, an individual retirement account or other tax-exempt investor, in making this investment on behalf of each entity, the named investor has satisfied themselves as to the potential tax consequences of this investment.

1) Status of Subscriber(s) (check one): ¨ New Subscriber(s) ¨ Existing Owner(s)	2) Total $ Amount of Subscription by Series: (minimum aggregate amount of $5,000, except $2,000 minimum aggregate amount for IRAs, other tax-exempt accounts, and existing investors of the Trust, not less than $500 per Series)
	Series G Units                                         $                                 Series J Units                                           $
3) ¨ Check here if this is an addition to an existing account.	4) Selling Agent Brokerage Account #                                         (must be completed) ¨ if payment is made by debit to investor’s securities account, check box
5) ¨ Check here if the Subscriber(s) is (are) an Employee Benefit Plan which is subject to Part 4 of Title I of ERISA or Section 4975 of the Code (or is otherwise an entity that is deemed to hold assets of such a plan).
6) Social Security # or Taxpayer ID             -            -	Custodian ID #            -            -

Taxable Investors (check one)
¨ Individual Ownership ¨ Partnership ¨ Corporation	¨ Tenants in Common ¨ Joint Tenants with Right of Survivorship ¨ Community Property	¨ Estate ¨ Grantor or Other Revocable Trust ¨ Trust other than a Grantor or Revocable Trust	¨ UGMA/UTMA (Minor)
Non-Taxable Investors (check one): (Custodians MUST sign Item 10 below)
¨ IRA ¨ IRA Rollover	¨ Profit Sharing ¨ Defined Benefit	¨ Pension ¨ SEP	¨ Other (specify)

7) Name

8) Trustee/officer, if applicable

9) Resident Address
	Street                             City                             State                            Zip Code
10) Mailing Address
(if different)	Street                             City                             State                            Zip Code
11) Custodian Name     and Mailing Address
	Street                             City                             State                            Zip Code

12) (a) Consent to Electronic Delivery of Periodic Reports: Please provide     e-mail address: (b) Consent to Delivery of Paper Copies of Periodic Reports: Please check the following box:

	¨
E-mail Address

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INVESTOR(S) MUST SIGN

X	X	X
Signature of Investor    Date    Telephone	Signature of Joint Investor  Date	Signature of 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 or under the Securities Exchange Act of 1934.

13) 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 Number 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 or resident of the United States or (b) (in the
case of an investor which is not an individual) the investor is not a United States corporation, partnership, estate or trust.

14) I hereby certify that I have informed the investor of all pertinent facts relating to the risks, tax consequences, liquidity,
marketability, management and control of the Managing Owner with respect to an investment in the Units, as set forth in the
Prospectus.

I have reasonable grounds to believe, based on information obtained from the investor concerning his/her investment objectives, other
investments, financial situation and needs and any other information known by me, that investment in the Trust is suitable for such
investor in light of his/her financial position, net worth and other suitability characteristics. I have also informed the investor of the
unlikelihood of a public trading market developing for the Units.

The Registered Representative MUST sign below in order to substantiate compliance with NASD Conduct Rule 2810.

X	X
Signature of Registered Representative                    Date	Signature of Office Manager                                Date

15) Selling Firm		R.R. Name
	R.R. Telephone	R.R. Fax	R.R. Number
R.R. Address
(for confirmation)	Street (P.O. Box not acceptable)                    City                State                                                          Zip Code

The representations and statements set forth herein may be asserted in the defense of the Trust, the Managing Owner, the Advisors to the Trust, the Selling Agent or others in any subsequent litigation or other proceeding.

SA-5

WORLD MONITOR TRUST III

UNITS OF BENEFICIAL INTEREST

SUBSCRIPTION AGREEMENT AND POWER OF ATTORNEY

World Monitor Trust III

c/o Preferred Investment Solutions Corp., Managing Owner

900 King Street, Suite 100

Rye Brook, New York 10573

Attention: Investor Services

Dear Sirs:

1. Subscription for Units. I hereby subscribe for the number of units of beneficial interest (“Units”) of each Series of World Monitor Trust III (the “Trust”) set forth in the Subscription Agreement and Power of Attorney Signature Page, at Series Net Asset Value per Unit during the continuous offering as set forth in the prospectus of the Trust dated April 30, 2007 (the “Prospectus”). Units are offered as of the beginning of each calendar month (until such time as the offering is discontinued). The settlement date for my purchase of Units will be not more than five business days after the purchase date of my Units, which will occur as of the first day of the calendar month immediately following the month during which my subscription is accepted. I understand that all investors will have the right to revoke their subscriptions, and receive a refund of their invested funds, for a period of five business days following receipt of the Prospectus. Preferred Investment Solutions Corp., the Managing Owner of the Trust (“the Managing Owner”), may, in its sole and absolute discretion, accept or reject this subscription in whole or in part, except that, if this subscription is to be accepted in part only, it shall not be reduced to an amount less than $5,000; $2,000 in the case of persons permitted to purchase such lesser minimum, as described above. Except as otherwise set forth herein, all subscriptions once submitted are irrevocable. All Units are offered subject to prior sale.

2. Representations and Warranties of Subscriber. I have received the Prospectus together with summary financial information relating to the Trust current within 60 calendar days. I understand that by submitting this Subscription Agreement and Power of Attorney I am making the representations and warranties set forth in “Exhibit B—Subscription Requirements” contained in the Prospectus including without limitation, those representations and warranties relating to my net worth and annual income set forth therein and compliance with CFTC and anti-money laundering regulations.

3. Power of Attorney. In connection with my acceptance of an interest in the Trust, 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 each 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 Second Amended and Restated Declaration of Trust and Trust Agreement of the Trust, which is attached as Exhibit A to the Prospectus, including, without limitation, the execution of the said Agreement itself and effecting all amendments permitted by the terms thereof. The Power of Attorney granted hereby shall be deemed to be coupled with an interest and shall be irrevocable and 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. Irrevocability; Governing Law. I hereby acknowledge and agree that I am not entitled to cancel, terminate or revoke this subscription or any of my agreements hereunder after the Subscription Agreement and Power of Attorney has been submitted (and not rejected) and that this subscription and such agreements shall survive my death or disability, but shall terminate with the full redemption of all my Units in the Trust. This Subscription Agreement and Power of Attorney shall be governed by and interpreted in accordance with the laws of the State of Delaware without regard to principles of conflicts of law.

5 ERISA. If the undersigned is acting on behalf of an “employee benefit plan,” as defined in and subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or any “plan,” as defined in Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”) (each such employee benefit plan and plan, a “Plan”), the individual signing this Subscription Agreement and Power of Attorney on behalf of the undersigned, understands, as or on behalf of the fiduciary of the Plan responsible for purchasing the Units (the “Plan Fiduciary”) that: (a) the Plan Fiduciary has considered an investment in the Trust for such Plan in light of the risks relating thereto; (b) the Plan Fiduciary has determined that, in view of such considerations, the investment in the Trust for such Plan is consistent with the Plan Fiduciary’s responsibilities under ERISA; (c) the Plan’s investment in the Trust does not violate and is not otherwise inconsistent with the terms of any legal document constituting the Plan or any trust agreement thereunder; (d) the purchase, ownership and disposition of the Units will not result in or constitute a “prohibited transaction” under Section 406 of ERISA or Section 4975 of the Code (or in the case of a governmental or church plan, any similar federal, state or local law) for which an exemption is not available; (e) the Plan’s investment in the Trust has been duly authorized and approved by all necessary parties; (f) none of the Managing Owner, any Advisor to the Trust, the Selling Agents, any Clearing Broker, any broker through which any Advisor requires the Trust to trade,

SA-6

the Trustee, any of their respective affiliates or any of their respective agents or employees (i) has investment discretion with respect to the investment of assets of the Plan used to purchase Units, (ii) has authority or responsibility to or regularly gives investment advice with respect to the assets of the Plan used to purchase Units for a fee, or (iii) is an employer maintaining or contributing to the Plan; and (g) the Plan Fiduciary (i) is authorized to make, and is responsible for, the decision to invest in the Trust, including the determination that such investment is consistent with the requirement imposed by Section 404 of ERISA that Plan investments be diversified so as to minimize the risk of large losses, (ii) is independent of the Managing Owner, any Advisor to the Trust, the Selling Agent, any Correspondent Selling Agent, any Clearing Broker and any of their respective affiliates, and (iii) is qualified to make such investment decision. The undersigned understands that the Managing Owner may request that the undersigned furnish the Managing Owner with such information as the Managing Owner may reasonably require to establish that the purchase of Units by the Plan does not violate any provision of ERISA or the Code, including, without limitation, those provisions relating to “prohibited transactions” by “parties in interest” or “disqualified persons,” as defined therein.

6. Risks. The Units are speculative and involve a high degree of risk. Risks relating to the Units include: (i) you could lose all or substantially all of your investment; (ii) the Trust is highly leveraged and trades in volatile markets; (iii) performance can be extremely volatile; (iv) substantial expenses must be offset by trading profits and interest income; and (v) the Trust trades to a substantial degree on non-U.S. markets which are not subject to the same degree of regulation as U.S. markets. See “The Risks You Face” beginning on page 17 of the Prospectus.

READ AND COMPLETE REVERSE SIDE

SA-7

EXHIBIT D

PRIVACY NOTICE

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

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

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

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

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

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

Kenmar restricts access to your personal and account information to those employees who need to know that

information to provide products and services to you. Kenmar maintains appropriate physical, electronic and

procedural safeguards to guard your non-public personal information.

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

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

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

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Important Privacy Choices for California Consumers

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

Your Rights

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

Your Choices

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

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

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

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

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

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

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

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

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

Time Sensitive Reply

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

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

Print Name:
Signature:	Date:

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PART II

Information Not Required in Prospectus

Item 13. Other Expenses of Issuance and Distribution.

The following expenses reflect the estimated amounts in connection with the issuance and distribution of the Units hereunder.

	Approximate Amount
Securities and Exchange Commission Registration Fee	$	46,770
National Association of Securities Dealers, Inc. Filing Fee and Blue Sky Expenses (Excluding Legal Fees)	$	235,193
Printing Expenses	$	236,880
Fees of Certified Public Accountants	$	100,649
Escrow Fee	$	30,000
Fees of Counsel	$	1,257,779
Fees of Trustee	$	7,500
Miscellaneous Offering Costs	$	404,084
Total	$	2,318,855

Item 14. Indemnification of Directors and Officers.

Section 4.7 of the Second Amended and Restated Declaration of Trust and Trust Agreement (attached as Exhibit A to the prospectus which forms a part of this Registration Statement and, as amended from time to time) provides for the indemnification of the Managing Owner. The Managing Owner (including Covered Persons as provided under the Declaration of Trust and Trust Agreement) shall be indemnified by the Trust against any losses, judgments, liabilities, expenses and amounts paid in settlement of any claims sustained by it in connection with its activities for 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 the Trust Agreement on the part of the Managing Owner and (ii) any such indemnification will only be recoverable from the Trust Estate (as such term is defined in the Declaration of Trust and Trust Agreement). All rights to indemnification permitted therein and payment of associated expenses shall 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, or the filing of a voluntary or involuntary petition in bankruptcy under Title 11 of the U.S. Code by or against the Managing Owner. The source of payments made in respect of indemnification under the Trust Agreement shall be the assets of each Series on a pro rata basis, as the case may be.

[Remainder of page left blank intentionally.]

II-1

Item 15. Recent Sales of Unregistered Securities.

Registrant sold the following securities within the past three years that were not registered under the Securities Act of 1933, as amended (the “Securities Act”):

Date Of Sale	Series	Class	Type of Units	Number of Units Sold	Aggregate Purchase Price		Name of Purchaser
10/5/2004	G	I	General	10	$	1,000	Preferred Investment Solutions Corp.
3/10/2005	J	I	General	10	$	1,000	Preferred Investment Solutions Corp.
11/30/2005	G	I	General	240	$	24,000	Preferred Investment Solutions Corp.
11/30/2005	J	I	General	3,080	$	308,000	Preferred Investment Solutions Corp.
11/30/2005	G	I	General	100	$	10,000	KMN Capital LLC
11/30/2005	J	I	General	1,236	$	123,600	KMN Capital LLC
12/31/2006	J	I	General	765	$	74,535	Preferred Investment Solutions Corp.
12/31/2005	J	I	General	306.17	$	29,814	KMN Capital LLC
1/31/2006	J	I	General	416	$	40,000	Preferred Investment Solutions Corp.
1/31/2006	J	I	General	166.53	$	16,000	KMN Capital LLC
2/28/2006	J	I	General	256	$	24,489	Preferred Investment Solutions Corp.
2/28/2006	J	I	General	102.49	$	9,796	KMN Capital LLC
3/31/2006	J	I	General	223	$	21,560	Preferred Investment Solutions Corp.
3/31/2006	J	I	General	89.15	$	8,624	KMN Capital LLC
4/30/2006	J	I	General	265	$	27,537	Preferred Investment Solutions Corp.
4/30/2006	J	I	General	99.65	$	10,397	KMN Capital LLC
4/30/2006	J	II	General	4.41	$	441	KMN Capital LLC
5/31/2006	J	I	General	454	$	47,400	Preferred Investment Solutions Corp.
6/30/2006	G	I	General	10	$	1,000	Preferred Investment Solutions Corp.
6/30/2006	J	I	General	575	$	59,000	Preferred Investment Solutions Corp.
7/31/2006	G	I	General	4	$	400	Preferred Investment Solutions Corp.
7/31/2006	J	I	General	530	$	52,350	Preferred Investment Solutions Corp.
7/31/2006	G	I	General	1,648	$	163,338	Kenmar Greenwich Holdings LLC
8/31/2006	J	I	General	403	$	39,200	Preferred Investment Solutions Corp.
9/30/2006	J	I	General	374	$	36,000	Preferred Investment Solutions Corp.
10/31/2006	J	I	General	189	$	18,000	Preferred Investment Solutions Corp.
11/30/2006	G	I	General	122	$	12,000	Preferred Investment Solutions Corp.
11/30/2006	J	I	General	11	$	1,000	Preferred Investment Solutions Corp.
12/31/2006	J	II	General	62	$	6,000	Preferred Investment Solutions Corp.
1/31/2007	J	I	General	154	$	15,000	Preferred Investment Solutions Corp.
1/31/2007	J	II	General	63	$	6,000	Preferred Investment Solutions Corp.
2/28/2007	J	I	General	109	$	10,000	Preferred Investment Solutions Corp.

No underwriting discount or sales commission was paid or received with respect to these sales.

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.

[Remainder of page left blank intentionally.]

II-2

Item 16. Exhibits and Financial Statement Schedules.

(a) The following exhibits (unless otherwise indicated) are filed herewith and made a part of this Registration Statement:

Exhibit Number	Description of Document
1.1	Form of Amended and Restated Selling Agreement among World Monitor Trust III (the “Trust”), Preferred Investment Solutions Corp. (the “Managing Owner”) and Kenmar Securities Inc. (incorporated by reference to Exhibit 1.1 to the Trust’s Post-Effective Amendment No. 6 to Form S-1 Registration Statement, File No. 333-119612, filed with the Commission on April 10, 2007)
4.1	Second Amended and Restated Declaration of Trust and Trust Agreement of the World Monitor Trust III (annexed to the Prospectus as Exhibit A and incorporated by reference to Exhibit 4.1 to the Trust’s Pre-Effective Amendment No. 3 on S-1 Registration Statement, File No. 333-119612, filed with the Commission on March 29, 2005) Form of Request for Redemption (annexed to Exhibit A) Form of Exchange Request for Class I Units of Beneficial Ownership (annexed to Exhibit A) Form of Exchange Request for Class II Units of Beneficial Ownership (annexed to Exhibit A)
4.2	Subscription Requirements (annexed to the Prospectus as Exhibit B and incorporated by reference to Exhibit 4.2 to the Trust’s Pre-Effective Amendment No. 3 on S-1 Registration Statement, File No. 333-119612, filed with the Commission on March 29, 2005)
4.3	Subscription Instructions, Form of Subscription Agreement and Power of Attorney (annexed to the Prospectus as Exhibit C and incorporated by reference to Exhibit 4.3 to the Trust’s Pre-Effective Amendment No. 3 on S-1 Registration Statement, File No. 333-119612, filed with the Commission on March 29, 2005)
4.4	Form of Privacy Notice (annexed to the Prospectus as Exhibit D and annexed hereto)
5.1	Opinion of Richards, Layton & Finger as to legality (incorporated by reference to Exhibit 5.1 to the Trust’s Pre-Effective Amendment No. 1 on S-1 Registration Statement, File No. 333-119612, filed with the Commission on December 30, 2004)
8.1	Opinion of Sidley Austin LLP as to income tax matters (incorporated by reference to Exhibit 8.1 to the Trust’s Post-Effective Amendment No. 4 on S-1 Registration Statement, File No. 333-119612, filed with the Commission on December 21, 2006)
8.2	Opinion of Katten Muchin Rosenman LLP as to income tax matters (incorporated by reference to Exhibit 8.2 to the Trust’s Post-Effective Amendment No. 6 on S-1 Registration Statement, File No. 333-119612, filed with the Commission on April 10, 2007)
10.1	Form of Subscription Escrow Agreement (incorporated by reference to Exhibit 10.1 to the Trust’s Pre-Effective Amendment No. 2 on S-1 Registration Statement, File No. 333-119612, filed with the Commission on March 14, 2005)
10.2	Form of Advisory Agreement among WMT III Series G/J Trading Vehicle LLC, the Managing Owner and Graham Capital Management, L.P. (incorporated by reference to Exhibit 10.2 to the Trust’s Pre-Effective Amendment No. 2 on S-1 Registration Statement, File No. 333-119612, filed with the Commission on March 14, 2005)
10.3	Form of Advisory Agreement among World Monitor Trust III – Series J, the Managing Owner and Eagle Trading Systems Inc. (incorporated by reference to Exhibit 10.3 to the Trust’s Post-Effective

II-3

	Amendment No. 6 to Form S-1 Registration Statement, File No. 333-119612, filed with the Commission on April 10, 2007)
10.4	Form of Advisory Agreement among World Monitor Trust III – Series J, the Managing Owner and Ortus Capital Management (Cayman) Limited (filed herewith)
10.5	Form of Customer Agreement between the WMT III Series G/J Trading Vehicle LLC and UBS Securities LLC (incorporated by reference to Exhibit 10.5 to the Trust’s Pre-Effective Amendment No. 2 on S-1 Registration Statement, File No. 333-119612, filed with the Commission on March 14, 2005)
10.6	Form of Customer Agreement between the World Monitor Trust III – Series J and UBS Securities LLC (incorporated by reference to Exhibit 10.6 to the Trust’s Post-Effective Amendment No. 6 to Form S-1 Registration Statement, File No. 333-119612, filed with the Commission on April 10, 2007)
10.7	Form of FX Prime Brokerage Agreement between UBS AG and WMT III Series G/J Trading Vehicle LLC (incorporated by reference to Exhibit 10.7 to the Trust’s Post-Effective Amendment No. 6 to Form S-1 Registration Statement, File No. 333-119612, filed with the Commission on April 10, 2007)
10.8	Form of ISDA Master Agreement between UBS AG and WMT III Series G/J Trading Vehicle LLC, Schedule to ISDA Master Agreement and Credit Support Annex to Schedule (incorporated by reference to Exhibit 10.8 to the Trust’s Post-Effective Amendment No. 6 to Form S-1 Registration Statement, File No. 333-119612, filed with the Commission on April 10, 2007)
10.9	Form of FX Prime Brokerage Agreement between UBS AG and World Monitor Trust III – Series J (filed herewith)
10.10	Form of ISDA Master Agreement between UBS AG and World Monitor Trust III – Series J, Schedule to ISDA Master Agreement and Credit Support Annex to Schedule (filed herewith)
10.11	WMT III Series G/J Trading Vehicle LLC Organization Agreement (incorporated by reference to Exhibit 1.1 to the Trust’s Post-Effective Amendment No. 6 to Form S-1 Registration Statement, File No. 333-119612, filed with the Commission on April 10, 2007)
23.1	Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm (filed herewith)
23.2	Consent of Arthur F. Bell, Jr. & Associates, L.L.C., Independent Registered Public Accounting Firm (filed herewith)
23.3	Consent of Richards, Layton & Finger is included as part of Exhibit 5.1
23.4	Consent of Katten Muchin Rosenman LLP as tax counsel is included as part of as part of Exhibit 8.2
23.5	Consent of Katten Muchin Rosenman LLP (incorporated by reference to Exhibit 23.5 to the Trust’s Post-Effective Amendment No. 6 to Form S-1 Registration Statement, File No. 333-119612, filed with the Commission on April 10, 2007)

[Remainder of page left blank intentionally.]

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(b) The following financial statements are included in the Prospectus:

(1)	World Monitor Trust III- Series G
	Report of Independent Registered Public Accounting Firm
	Statements of Financial Condition as of December 31, 2006 and 2005
	Statements of Operations for the Year Ended December 31, 2006 and the period December 1, 2005 (commencement of operations) to December 31, 2005
	Statements of Changes in Unitholders’ Capital for the Year Ended December 31, 2006 and the period December 1, 2005 (commencement of operations) to December 31, 2005
	Notes to Financial Statements
(2)	WMT III Series G/J Trading Vehicle LLC
	Report of Independent Registered Public Accounting Firm
	Statements of Financial Condition as of December 31, 2006 and 2005
	Condensed Schedules of Investments as of December 31, 2006 and 2005
	Statements of Operations for the Year Ended December 31, 2006 and the period December 1, 2005 (commencement of operations) to December 31, 2005
	Statements of Changes in Members’ Capital (Net Asset Value) for the Year Ended December 31, 2006 and the period December 1, 2005 (commencement of operations) to December 31, 2005
	Notes to Financial Statements
(3)	World Monitor Trust III- Series J
	Report of Independent Registered Public Accounting Firm
	Statements of Financial Condition as of December 31, 2006 and 2005
	Statements of Operations for the Year Ended December 31, 2006 and the period December 1, 2005 (commencement of operations) to December 31, 2005
	Statements of Changes in Unitholders’ Capital for the Year Ended December 31, 2006 and the period December 1, 2005 (commencement of operations) to December 31, 2005
	Notes to Financial Statements
(4)	WMT III Series G/J Trading Vehicle LLC
	Report of Independent Registered Public Accounting Firm
	Statements of Financial Condition as of December 31, 2006 and 2005
	Condensed Schedules of Investments as of December 31, 2006 and 2005
	Statements of Operations for the Year Ended December 31, 2006 and the period December 1, 2005 (commencement of operations) to December 31, 2005
	Statements of Changes in Members’ Capital (Net Asset Value) for the Year Ended December 31, 2006 and the period December 1, 2005 (commencement of operations) to December 31, 2005
	Notes to Financial Statements
(5)	WMT III Series H/J Trading Vehicle LLC
	Report of Independent Registered Public Accounting Firm
	Statements of Financial Condition as of December 31, 2006 and 2005
	Condensed Schedules of Investments as of December 31, 2006 and 2005
	Statements of Operations for the Year Ended December 31, 2006 and the period December 1, 2005 (commencement of operations) to December 31, 2005
	Statements of Changes in Members’ Capital (Net Asset Value) for the Year Ended December 31, 2006 and the period December 1, 2005 (commencement of operations) to December 31, 2005
	Notes to Financial Statements

II-5

(6)	WMT III Series I/J Trading Vehicle LLC
	Report of Independent Registered Public Accounting Firm
	Statements of Financial Condition as of December 31, 2006 and 2005
	Condensed Schedules of Investments as of December 31, 2006 and 2005
	Statements of Operations for the Year Ended December 31, 2006 and the period December 1, 2005 (commencement of operations) to December 31, 2005
	Statements of Changes in Members’ Capital (Net Asset Value) for the Year Ended December 31, 2006 and the period December 1, 2005 (commencement of operations) to December 31, 2005
	Notes to Financial Statements
(7)	Preferred Investment Solutions Corp.
	Independent Auditor’s Report
	Statement of Financial Condition as of December 31, 2006 (Audited)
	Notes to Statement of Financial Condition (Audited)

Item 17. Undertakings.

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement;

(i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933, as amended;

(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. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) (§230.424(b) of this chapter) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

(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.

(A) Paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the registration statement is on Form S-8 (§ 239.16b of this chapter), and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)) that are incorporated by reference in the registration statement; and

(B) Paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the registration statement is on Form S- 3 (§ 239.13 of this chapter) or Form F- 3 (§ 239.33 of this chapter) and the information required to be included in a post-

II-6

effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) (§ 230.424(b) of this chapter) that is part of the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the bona fide offering thereof.

(3) 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.

(5) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

(ii) If the registrant is subject to Rule 430C (§ 230.430C of this chapter), each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A (§ 230.430A of this chapter), shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(6) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:

The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424 (§ 230.424 of this chapter);

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(b) The undersigned registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained

II-7

in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4), or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities under the Securities Act of 1933 may be permitted to officers, directors or controlling persons of the registrant pursuant to the provisions described in Item 14 above, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by an officer, director, or controlling person of the registrant in the successful defense of any such action, suit or proceeding) is asserted by such officer, director or controlling person in connection with the securities being registered, the 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.

[Remainder of page left blank intentionally.]

II-8

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrants have duly caused this Post-Effective Amendment No. 8 to the Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in The County of Westchester in the State of New York on the 25th day of April, 2007.

WORLD MONITOR TRUST III – SERIES G			WMT III SERIES G/J TRADING VEHICLE LLC
By:	Preferred Investment Solutions Corp., managing owner		By:	World Monitor Trust III – Series G, a member
	By:	/s/ MARC S. GOODMAN		By:	Preferred Investment Solutions Corp., managing owner
	Name:	Marc S. Goodman
	Title:	Co-Chief Executive Officer		By:	/s/ MARC S. GOODMAN
				Name:	Marc S. Goodman
				Title:	Co-Chief Executive Officer
WORLD MONITOR TRUST III – SERIES J
By:	Preferred Investment Solutions Corp., managing owner		By:	World Monitor Trust III – Series J, a member
	By:	/s/ MARC S. GOODMAN		By:	Preferred Investment Solutions Corp., managing owner
	Name:	Marc S. Goodman
	Title:	Co-Chief Executive Officer		By:	/s/ MARC S. GOODMAN
				Name:	Marc S. Goodman
				Title:	Co-Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 8 to the Registration Statement on Form S-1 has been signed below by the following persons on behalf of the Managing Owner of the Registrant in the capacities and on the date indicated.

Signature	Title with Registrant	Date
/s/ KENNETH A. SHEWER Kenneth A. Shewer	Chairman and Co-Chief Executive Officer (Principal Executive Officer)	April 25, 2007
/s/ MARC S. GOODMAN Marc S. Goodman	President and Co-Chief Executive Officer (Principal Executive Officer)	April 25, 2007
/s/ ESTHER E. GOODMAN Esther E. Goodman	Chief Operating Officer and Senior Executive Vice President	April 25, 2007
/s/ DAVID K. SPOHR David K. Spohr	Senior Vice President and Director of Fund Administration (Principal Financial/Accounting Officer)	April 25, 2007

(Being principal executive officer, the principal financial and accounting officer

and a majority of the directors of Preferred Investment Solutions Corp.)

PREFERRED INVESTMENT SOLUTIONS CORP. Managing Owner Of Registrants
By:	/s/ MARC S. GOODMAN
	Marc S. Goodman
	Co-Chief Executive Officer	April 25, 2007

II-9

EX-4.1

Exhibit 4.1

EXHIBIT A

SECOND

AMENDED AND RESTATED

DECLARATION OF TRUST

AND

TRUST AGREEMENT

OF

WORLD MONITOR TRUST III

Dated as of September 27, 2005

By and Among

PREFERRED INVESTMENT SOLUTIONS CORP.

WILMINGTON TRUST COMPANY

and

THE UNITHOLDERS

from time to time hereunder

TABLE OF CONTENTS

	Page
ARTICLE I
DEFINITIONS; THE TRUST	1
SECTION 1.1. Definitions	1
SECTION 1.2. Name	7
SECTION 1.3. Delaware Trustee; Business Offices	8
SECTION 1.4. Declaration of Trust	8
SECTION 1.5. Purposes and Powers	8
SECTION 1.6. Tax Treatment	9
SECTION 1.7. General Liability of the Managing Owner	9
SECTION 1.8. Legal Title	10
SECTION 1.9. Series Trust	10
ARTICLE II
THE TRUSTEE	10
SECTION 2.1. Term; Resignation	10
SECTION 2.2. Powers	11
SECTION 2.3. Compensation and Expenses of the Trustee	11
SECTION 2.4. Indemnification	11
SECTION 2.5. Successor Trustee	11
SECTION 2.6. Liability of Trustee	12
SECTION 2.7. Reliance; Advice of Counsel	13
ARTICLE III
UNITS; CAPITAL CONTRIBUTIONS	14
SECTION 3.1. General	14
SECTION 3.2. Establishment of Series of Units	15
SECTION 3.3. Establishment of Classes and Sub-Classes	15
SECTION 3.4. Limited Units	16
SECTION 3.5. Assets of Series	26
SECTION 3.6. Liabilities of Series	27
SECTION 3.7. Dividends and Distributions	28
SECTION 3.8. Voting Rights	29
SECTION 3.9. Equality	29
SECTION 3.10. Exchange of Units	29
ARTICLE IV
THE MANAGING OWNER	30
SECTION 4.1. Management of the Trust	30

i

SECTION 4.2. Authority of Managing Owner	30
SECTION 4.3. Obligations of the Managing Owner	32
SECTION 4.4. General Prohibitions	34
SECTION 4.5. Liability of Covered Persons	35
SECTION 4.6. Fiduciary Duty	35
SECTION 4.7. Indemnification of the Managing Owner	36
SECTION 4.8. Expenses and Limitations Thereon	38
SECTION 4.9. Compensation to the Managing Owner	40
SECTION 4.10. Other Business of Unitholders	40
SECTION 4.11. Voluntary Withdrawal of the Managing Owner	40
SECTION 4.12. Authorization of Registration Statements	40
SECTION 4.13. Litigation	40
ARTICLE V
TRANSFERS OF UNITS	41
SECTION 5.1. General Prohibition	41
SECTION 5.2. Transfer of Managing Owner’s General Units	41
SECTION 5.3. Transfer of Limited Units	41
ARTICLE VI
DISTRIBUTION AND ALLOCATIONS	45
SECTION 6.1. Capital Accounts	45
SECTION 6.2. Monthly Allocations	45
SECTION 6.3. Allocation of Profit and Loss for Federal Income Tax Purposes	45
SECTION 6.4. Allocation of Distributions	47
SECTION 6.5. Admissions of Unitholders; Transfers	47
SECTION 6.6. Liability for State and Local and Other Taxes	47
ARTICLE VII
REDEMPTIONS	48
SECTION 7.1. Redemption of Units	48
SECTION 7.2. Redemption by the Managing Owner	49
SECTION 7.3. Redemption Charge	50
SECTION 7.4. Exchange of Units	50
SECTION 7.5. Special Redemption Date	50
ARTICLE VIII
THE LIMITED OWNERS	50
SECTION 8.1. No Management or Control; Limited Liability	50

ii

SECTION 8.2. Rights and Duties	51
SECTION 8.3. Limitation on Liability	52
ARTICLE IX
BOOKS OF ACCOUNT AND REPORTS	53
SECTION 9.1. Books of Account	53
SECTION 9.2. Annual Reports and Monthly Statements	53
SECTION 9.3. Tax Information	53
SECTION 9.4. Calculation of Net Asset Value	53
SECTION 9.5. Other Reports	53
SECTION 9.6. Maintenance of Records	54
SECTION 9.7. Certificate of Trust	54
SECTION 9.8. Registration of Units	54
ARTICLE X
FISCAL YEAR	54
SECTION 10.1. Fiscal Year	54
ARTICLE XI
AMENDMENT OF TRUST AGREEMENT; MEETINGS	55
SECTION 11.1. Amendments to the Trust Agreement	55
SECTION 11.2. Meetings of the Trust	56
SECTION 11.3. Action Without a Meeting	57
ARTICLE XII
TERM	57
SECTION 12.1. Term	57
ARTICLE XIII
TERMINATION	57
SECTION 13.1. Events Requiring Dissolution of the Trust or any Series	57
SECTION 13.2. Distributions on Dissolution	59
SECTION 13.3. Termination; Certificate of Cancellation	59

iii

ARTICLE XIV
POWER OF ATTORNEY	60
SECTION 14.1. Power of Attorney Executed Concurrently	60
SECTION 14.2. Effect of Power of Attorney	60
SECTION 14.3. Limitation on Power of Attorney	61
ARTICLE XV
MISCELLANEOUS	61
SECTION 15.1. Governing Law	61
SECTION 15.2. Provisions In Conflict With Law or Regulations.	62
SECTION 15.3. Construction	62
SECTION 15.4. Notices	62
SECTION 15.5. Counterparts	62
SECTION 15.6. Binding Nature of Trust Agreement	62
SECTION 15.7. No Legal Title to Trust Estate	63
SECTION 15.8. Creditors	63
SECTION 15.9. Integration	63
EXHIBIT A
Certificate Of Trust Of World Monitor Trust III	65

iv

WORLD MONITOR TRUST III

SECOND

AMENDED AND RESTATED

DECLARATION OF TRUST

AND TRUST AGREEMENT

This SECOND AMENDED AND RESTATED DECLARATION OF TRUST AND TRUST AGREEMENT of WORLD MONITOR TRUST III is made and entered into as of the 27^th day of September, 2005, by and among PREFERRED INVESTMENT SOLUTIONS CORP., a Connecticut corporation (the “Managing Owner”), WILMINGTON TRUST COMPANY, a Delaware banking company, as trustee (the “Trustee”), and the UNITHOLDERS from time to time hereunder.

*        *        *

RECITALS

WHEREAS, the Trust was formed on September 28, 2004 in separate Series pursuant to the execution and filing by the Trustee of the Certificate of Trust on September 28th, 2004 and the execution and delivery by each of the Trustee and the Managing Owner of a Declaration of Trust and Trust Agreement dated as of September 28th, 2004 (the “Original Agreement”);

WHEREAS, the Trustee and the Managing Owner amended the Original Agreement on March 11, 2005;

WHEREAS, the Original Agreement, as amended, was amended and restated in its entirety as of March 29, 2005 (the “Restated Agreement”);

WHEREAS, currently, there are and have been no Limited Owners; and

WHEREAS, the Restated Agreement, as amended, was amended and restated in its entirety as of September 21, 2005 (the “Second Restated Agreement”);

NOW, THEREFORE, pursuant to Article XI, the Managing Owner hereby amends and restates the Second Restated Agreement in its entirety as set forth below.

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:

“Administrator” means the official or agency administering the securities laws of a state.

TA-1

“Advisor” – see the definition of “Trading Advisor.”

“Affiliate” – An “Affiliate” of a “Person” means (i) any Person directly or indirectly owning, controlling or holding with power to vote 10% or more of the outstanding voting securities of such Person, (ii) any Person 10% or more of whose outstanding voting securities are directly or indirectly owned, controlled or held with power to vote by such Person, (iii) any Person, directly or indirectly, controlling, controlled by or under common control of such Person, (iv) any officer, director or partner of such Person, or (v) if such Person is an officer, director or partner, any Person for which such Person acts in any such capacity.

“Benefit Plan Investor” means any entity described in DOL Regulation 2510.3-101(f)(2).

“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 Contributions” means the total investment in a Program by a Participant or by all Participants, as the context may require. More specifically, the term Capital Contribution refers to 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, filed with the Secretary of State of the State of Delaware pursuant to Section 3810 of the Delaware Trust Statute.

“CFTC” means the Commodity Futures Trading Commission.

“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 futures contract or option thereon 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 any other futures contract or option thereon approved for trading for U.S. persons.

“Continuous Offering Period” means the period following the conclusion of the Initial Offering Period, during which additional Units may be sold pursuant to this Agreement.

TA-2

“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 Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890, Attention: Corporate Trust Administration.

“Delaware Trust Statute” means the Delaware Statutory Trust Act, 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, in respect of each Series for each Fiscal Year of the Trust, such 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 such Series for Federal income tax purposes pursuant to Section 988 or 1256 (or any successor provisions) of the Code.

“Disposition Loss” means, in respect of each Series for each Fiscal Year of the Trust, such 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 such 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, and the rules and regulations promulgated thereunder.

“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.

“Incentive Fee” shall have the meaning set forth in the Prospectus.

“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 December 27, 2005.

“Limited Owner” means any person or entity who becomes a holder of Limited Units 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.

“Losses” means, in respect of each Series for each Fiscal Year of the Trust, losses of such 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 such Series for such Fiscal Year shall not enter into such computations.

TA-3

“Managing Owner” means Preferred Investment Solutions Corp. (formerly known as Kenmar Advisory Corp.), or any substitute therefor as provided herein, or any successor thereto by merger or operation of law.

“Management Fee” means the management fee set forth in Section 4.9.

“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 Assets” means the total assets less total liabilities of the Program, determined on the basis of generally accepted accounting principles. Net Assets shall include any unrealized profits or losses on open positions and any fee or expense including Net Asset fees accruing to the Program.

“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, 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

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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 monthly.

(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 Per Program Unit” – see the definition of “Series Net Asset Value per Unit.”

“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” means all expenses incurred by the Program in connection with and in preparing a Program for registration and subsequently offering and distributing it to the public, including, but not limited to, total underwriting and brokerage discounts and commissions (including fees of the underwriter’s attorneys), expenses for printing, engraving, mailing, salaries of employees while engaged in sales activity, charges of transfer agents, registrars, trustees, escrow holders, depositories, experts, expenses of qualification of the sale of its Program Interest under Federal and state law, including taxes and fees, accountants’ and attorneys’ fees. More specifically, Organization and Offering Expenses shall have the meaning set forth in Section 4.8 of this Trust Agreement.

“Participant” means the holder of a Program Interest.

“Person” means any natural person, partnership, limited liability company, statutory trust, corporation, association, Benefit Plan Investor or other legal entity.

“Pit Brokerage Fee” shall include floor brokerage, clearing fees, National Futures Association fees and exchange fees.

“Program” means a limited partnership, limited liability company, joint venture, corporation, trust or other entity formed and operated for the purpose of investing in Commodity Contracts. More specifically, see the definition of “Trust.”

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“Program Broker” means a Commodity Broker that effects trades in Commodity Contracts for the account of a Program.

“Program Interest” means a security representing ownership in a Program. More specifically, see the definition of “Units.”

“Profits” means, in respect of each Series for each Fiscal Year of the Trust, profits of such 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 such 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 a 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.

“Pyramiding” means the use of unrealized profits on existing Commodities positions to provide margin for additional Commodities positions of the same or a related commodity.

“Redemption Date” means the date upon which Units may be redeemed in accordance with the provisions of Article VII hereof.

“Registration Statement” means a registration statement on Form S-1, as it may be amended from time to time, filed with the Securities and Exchange Commission pursuant to which the Trust registered the Limited Units, as the same may at any time and from time to time be further amended or supplemented.

“Series” means a separate series of the Trust as provided in Sections 3806(b)(2) and 3804 of the Delaware Trust Statute, the Units of which shall be units of beneficial interest in the Trust Estate separately identified with and belonging to such Series.

“Series Net Asset Value 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.

“Special Redemption Date” shall have the meaning as provided under Section 7.5.

“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 or an Affiliate of 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 Graham Capital Management, L.P. for the Series G Units, Bridgewater Associates, Inc. for the Series H Units, Eagle Trading Systems Inc. for the Series I Units and each of them for the Series J Units 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 World Monitor Trust III, the Delaware statutory trust formed pursuant to the Certificate of Trust and this Trust Agreement.

“Trust Agreement” means this Declaration of Trust and Trust Agreement as the same may at any time or from time to time be amended.

“Trustee” means Wilmington Trust Company 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 units of beneficial interest in the profits, losses, distributions, capital and assets of a Series 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 need not be represented by certificates.

“Valuation Date” means the date as of which the Net Assets of the Trust are determined or 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 the last Business Day of each Month or such other day as may be determined by the Managing Owner.

SECTION 1.2. Name.

(a) The name of the Trust is “World Monitor Trust III” 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.

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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 Wilmington Trust Company 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. The principal office of the Trust shall be at 2 American Lane, Greenwich, CT, 06831.

SECTION 1.4. Declaration of Trust. 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 from the Managing Owner as grantor of the Trust, and 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 Trust Statute 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, limited liability company, joint stock association, corporation, bailment or any form of legal relationship other than a Delaware statutory trust except to the extent that each Series in such Trust is deemed to constitute 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 thereto to create a partnership among the Unitholders of each Series for purposes of taxation under the Code and applicable state and local tax laws. 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 Trust Statute with respect to accomplishing the purposes of the Trust. The Trustee has filed the certificate of trust required by Section 3810 of the Delaware Trust Statute in connection with the formation of the Trust under the Delaware Trust Statute.

SECTION 1.5. Purposes and Powers. The purposes of the Trust and each Series shall be (a) directly or indirectly 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 (including the establishment of the Trading Vehicles described in the Prospectus); 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 Trust Statute. 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.

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SECTION 1.6. Tax Treatment.

(a) Each of the parties hereto, by entering into this Trust Agreement, (i) expresses its intention that the Units of each Series will qualify under applicable tax law as interests in a partnership which holds the Trust Estate of each Series for their benefit, (ii) agrees that it will file its own Federal, state and local income, franchise and other tax returns in a manner that is consistent with the treatment of each Series as a partnership in which each of the Unitholders thereof is a partner and (iii) agrees to use reasonable efforts to notify the Managing Owner promptly upon a receipt of any notice from any taxing authority having jurisdiction over such holders of Units of such Series with respect to the treatment of the Units as anything other than interests in a partnership.

(b) The Tax Matters Partner (as defined in Section 6231 of the Code and any corresponding state and local tax law) of each Series initially shall be the Managing Owner. The Tax Matters Partner, at the expense of each Series, shall prepare or cause to be prepared and filed each Series’ tax returns as a partnership for Federal, state and local tax purposes and (ii) shall be authorized to perform all duties imposed by § 6221 et seq. of the Code, including, without limitation, (A) the power to conduct all audits and other administrative proceedings with respect to each Series’ tax items; (B) the power to extend the statute of limitations for all Unitholders with respect to each Series’ tax items; (C) the power to file a petition with an appropriate Federal court for review of a final administrative adjustment of any Series; and (D) the power to enter into a settlement with the IRS on behalf of, and binding upon, those Limited Owners having less than 1% interest in any Series, 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 of a Series in this Section 1.6(b) is hereby approved by each Unitholder of such Series 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 4.7, each Series hereby indemnifies, 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.

(c) Each Unitholder shall furnish the Managing Owner and the Trustee with information necessary to enable the Managing Owner to comply with Federal income tax information reporting requirements in respect of such Unitholder’s Units.

SECTION 1.7. General Liability of the Managing Owner.

(a) 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 1.7 shall be evidenced by its ownership of the General Units which, solely for purposes of the Delaware Trust Statute, will be deemed to be a separate class of Units in each Series.

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Without limiting or affecting the liability of the Managing Owner as set forth in this Section 1.7, notwithstanding anything in this Trust Agreement to the contrary, Persons having any claim against the Trust or any Series by reason of the transactions contemplated by this Trust Agreement and any other agreement, instrument, obligation or other undertaking to which the Trust or any Series is a party, shall look only to the appropriate Trust Estate in accordance with Section 3.6 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 1.8. Legal Title. Legal title to all of each 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 1.9. Series Trust. The Units of the Trust shall be divided into Series as provided in Section 3806(b)(2) of the Delaware Trust Statute. Accordingly, it is the intent of the parties hereto that Articles IV, V, VII, VIII, IX and X 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 Trust Act, and each reference to the term “Trust” in such Articles shall be deemed to be a reference to each Series separately to the extent necessary to give effect to the foregoing intent, as the context may require. The use of the terms “Trust” or “Series” in this 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 Trust Statute.

ARTICLE II

THE TRUSTEE

SECTION 2.1. Term; Resignation.

(a) Wilmington Trust Company has been appointed and hereby agrees 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 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.

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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 Section 3806(b)(7) of the Delaware Trust Statute. The Trustee shall have only the rights, obligations and liabilities specifically provided for herein and shall have no implied rights, obligations and liabilities with respect to the business and affairs of the Trust or any Series. The Trustee shall have the power and authority to execute and file certificates as required by the Delaware Trust Statute and to accept service of process on the Trust in the State of Delaware. 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 Trust Statute.

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 gross 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 any 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 Trust Statute. 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,

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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 or any Series is a party shall look only to the appropriate Trust Estate in accordance with Section 3.6 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 1.7 hereof. The Trustee shall not be liable or accountable hereunder or under any other agreement to which the Trust is a party, except for its own gross 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 any 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 its own 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 or any Series arising under this Trust Agreement or any other agreements to which the Trust or any Series 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 or any Series 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;

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(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 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; and

(i) To the extent that, at law or in equity, the Trustee has duties (including fiduciary duties) and liabilities relating thereto to the Trust, the Unitholders or to any other Person, the Trustee acting under this Agreement shall not be liable to the Trust, the Unitholders or to any other Person for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they restrict the duties and liabilities of the Trustee otherwise existing at law or in equity are agreed by the parties hereto to replace such other duties and liabilities of the Trustee.

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.

(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) 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.

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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 3.2, and to fix and determine the relative rights and preferences as between the Units of the separate Series as to right of redemption, 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 or subdivide Units of any Series into two or more classes or subclasses, Units of each such class or subclass having such preferences and special or relative rights and privileges (including exchange rights, if any) as the Managing Owner may determine as provided in Section 3.3. The fact that a Series shall have been initially established and designated without any specific establishment or designation of classes or subclasses, shall not limit the authority of the Managing Owner to divide a Series and establish and designate separate classes or subclasses thereof.

(c) The number of Units authorized shall be unlimited, and the Units so authorized may be represented in part by fractional Units, calculated to four decimal places. From time to time, the Managing Owner may divide or combine the Units of any Series or class into a greater or lesser number without thereby changing the proportionate beneficial interests in the Series or class. The Managing Owner may issue Units of any Series or class thereof for such consideration and on such terms as it may determine (or for no consideration if pursuant to a 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 or class thereof into one or more Series or classes thereof that may be established and designated 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 or class thereof reacquired by the Trust. Unless otherwise determined by the Managing Owner, treasury Units shall not be deemed cancelled. The Units of each Series shall initially be divided into two classes: General Units and Limited Units. Furthermore, the Limited Units of each Class initially shall be divided into two sub-classes: the Class I Units and the Class II Units. The Class I Units and the Class II Units shall be identical in every respect except for the service fees applicable to each of them, which service fees shall be as set forth in any applicable selling agent agreement in effect from time-to-time with respect thereto and as described in the Prospectus.

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(d) The Managing Owner and/or its Affiliates will make and maintain a permanent investment in each Series as more specifically set forth in Section 3.4.

(e) No certificates or other evidence of beneficial ownership of the Units will be issued.

(f) 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. Establishment of Series of Units.

(a) Without limiting the authority of the Managing Owner set forth in Section 3.2(b) to establish and designate any further Series, the Managing Owner hereby establishes and designates four initial Series, as follows:

Series G, Series H, Series I and Series J

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 3.2(b); provided, however, that such provisions may be amended, varied or abrogated by the Managing Owner with respect to any Series created after the initial formation of the Trust in the written instrument creating such Series.

(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 3.3. Establishment of Classes and Sub-Classes. The division of any Series into two or more classes or 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 as otherwise provided in such instrument. The relative rights and preferences of the classes or sub-classes of any Series 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. 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.

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SECTION 3.4. Limited Units.

(a) Offer of Series G Limited Units.

(i) Series G 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 Series G Limited Unit, a maximum of 150,000 Limited Units ($15 million). 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 Limited Units as it deems appropriate.

(ii) Effect of the Sale of at least 5,000 Series G Units. In the event that at least 5,000 Series G Limited Units are sold during the Initial Offering Period for the Series G Units, subject to Section 3.4(e) and Section 3.4(f), the Managing Owner shall admit all accepted subscribers pursuant to the Prospectus into the Trust as Series G 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 Series G of the Trust reflecting that such subscribers have been admitted as Limited Owners of Series G Units, as soon as practicable after the termination of the Series G Initial Offering Period. Such accepted subscribers will be deemed Series G Limited Owners at such time as such admission is reflected on the books and records of Series G of the Trust.

(iii) Paid-In Capital if at least 5,000 Series G Units Are Sold. In the event that at least 5,000 Series G Limited Units are sold during the Initial Offering Period, Series G shall have paid-in capital of not less than $525,000 (including the Managing Owner’s contribution for the General Units as provided in Section 3.1(d) and in Section 3.4(a)(v) hereof).

(iv) Effect of the Sale of Less than 5,000 Series G Units. In the event that at least 5,000 Series G Limited Units are not sold during the Initial Offering Period for the Series G Units, all proceeds of the sale of Series G Limited Units, together with any interest earned thereon, will be returned to the subscribers on a pro rata basis (taking into account the amount and time of deposit), as promptly as practicable but in no even more than seven days after the conclusion of the Initial Offering Period for the Series G Units. Such action will not terminate Series G.

(v) Required Contribution of Managing Owner. In the event that 5,000 or more of the Series G Limited Units offered pursuant to the Prospectus are sold during the Initial Offering Period for the Series G Units and 300,000 or more of the Series J Limited Units offered pursuant to the Prospectus are sold during the Initial Offering Period for the Series J Units, the Managing Owner and/or its Affiliates shall be required to contribute in cash to the capital of Series G an amount, which, when added to the total contributions to Series G by all Series G Unitholders, will be not less than 1% of such total contributions, and in no event shall such contribution be less than $25,000 (including the Managing Owner’s and/or its Affiliates’ Capital Contributions). Thereafter, the Managing Owner and/or its Affiliates shall maintain an investment in

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Series G Units in an aggregate amount equal to not less than 1.01% of the Net Asset Value of Series G or $25,000, whichever is greater. The Managing Owner and/or its Affiliates may, but are not obligated to, make additional Capital Contributions at any time during the Series G Initial or Continuous Offering Periods. The Managing Owner and/or its Affiliates will receive Series G General Units. The Managing Owner and/or its Affiliates shall, with respect to any Series G Units owned by them, enjoy all of the rights and privileges and be subject to all of the obligations and duties of a Series G Limited Owner, in addition to rights and privileges the Managing Owner has as Managing Owner, except as otherwise provided herein. Notwithstanding anything to the contrary in this Trust Agreement, the interest of the Managing Owner and/or its Affiliates (without regard to any Limited Units of the Managing Owner and/or its Affiliates in Series G) in each material item of Series G income, gain, loss and deduction shall be equal, in the aggregate, to at least 1% of each such item at all times during the term of this Trust Agreement.

(vi) Offer of Series G Limited Units After Initial Offering Period. In the event that 5,000 or more of the Series G Limited Units are sold during the Initial Offering Period for the Series G Units and 300,000 or more of the Series J Limited Units are sold during the Initial Offering Period for the Series J Units, the Trust may continue to offer Series G Limited Units and admit additional Series G Limited Owners and/or accept additional contributions from existing Series G Limited Owners pursuant to the Prospectus.

Each additional Capital Contribution to Series G during the Series G Continuous Offering Period by an existing Series G Limited Owner must be in a denomination which is an even multiple of $100. During the Series G Continuous Offering Period, each newly admitted Series G Limited Owner, and each existing Series G Limited Owner that makes an additional Capital Contribution to Series G, shall receive Series G Limited Units in an amount equal to such Capital Contribution or additional Capital Contribution, as the case may be, divided by the Series G Net Asset Value per Series per Unit calculated as of the Valuation Point immediately prior to the date on which such Capital Contribution will become effective.

A Subscriber (including existing Series G Limited Owners contributing additional sums) whose subscription is received and accepted by the Managing Owner after the termination of the Initial Offering Period for Series G Units shall be admitted to the Trust and deemed a Series G Limited Owner with respect to that subscription on the first Business Day of the first month which commences at least five Business Days after the Subscriber’s Subscription Agreement or Exchange Request is received by the Trust’s selling agent, counting the day of receipt by such selling agent as one Business Day.

(vii) Subscription Agreement. Each Series G Limited Owner who purchases any Limited Units offered pursuant to the Prospectus shall contribute to the capital of Series G 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

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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.

(viii) Escrow Agreement. All proceeds from the sale of Series G Limited Units offered pursuant to the Prospectus shall be deposited in an interest bearing escrow account at JPMorgan Chase Bank until the conclusion of the Initial Offering Period for the Series G Units. In the event subscriptions for at least (i) 5,000 Series G Units are received and accepted during the Initial Offering for the Series G Units and (ii) 300,000 Series J Limited Units are received and accepted during the Initial Offering for the Series J Units, all interest earned on the proceeds of subscriptions from accepted subscribers for Series G Limited Units during its Initial Offering Period will be contributed to Series G, for which the Series G Limited Owners will receive additional Series G Units on a pro rata basis (taking into account time and amount of deposit).

(ix) Optional Purchase of Series G Limited Units. Subject to approval by the Managing Owner, any commodity broker, any Trading Advisor and any principals, stockholders, directors, officers, employees and affiliates of the Managing Owner and/or its Affiliates, any commodity broker, and any Trading Advisor, may purchase any number of Series G Limited Units and will be treated as Series G Limited Owners with respect to such Units. In addition to the Series G Units required to be purchased by the Managing Owner and/or its Affiliates under Section 3.4(a)(v), the Managing Owner and/or its Affiliates also may purchase any number of Series G Limited Units as it or they determine in its or their discretion.

(b) Offer of Series H Limited Units.

(i) Series H 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 Series H Limited Unit, a maximum of 150,000 Series H Limited Units ($15 million). 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 Series H Limited Units as it deems appropriate.

(ii) Effect of the Sale of at least 5,000 Series H Units. In the event that at least 5,000 Series H Limited Units are sold during the Initial Offering Period for the Series H Units, subject to Section 3.4(e) and Section 3.4(f), the Managing Owner shall admit all accepted subscribers pursuant to the Prospectus into the Trust as Series H 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 Series H of the Trust reflecting that such subscribers have been admitted as Limited Owners of Series H Units, as soon as practicable after the termination of the Series H Initial Offering Period. Such accepted subscribers will be deemed Series H Limited Owners at such time as such admission is reflected on the books and records of Series H of the Trust.

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(iii) Paid-In Capital if at least 5,000 Series H Units Are Sold. In the event that at least 5,000 Series H Limited Units are sold during the Initial Offering Period, Series H shall have paid-in capital of not less than $525,000 (including the Managing Owner’s contribution for the General Units as provided in Section 3.1(d) and in Section 3.4(b)(v) hereof).

(iv) Effect of the Sale of Less than 5,000 Series H Units. In the event that at least 5,000 Series H Limited Units are not sold during the Initial Offering Period for the Series H Units, all proceeds of the sale of Series H Limited Units, together with any interest earned thereon, will be returned to the subscribers on a pro rata basis (taking into account the amount and time of deposit), as promptly as practicable but in no event more than seven days after the conclusion of the Initial Offering Period for the Series H Units. Such action will not terminate Series H.

(v) Required Contribution of Managing Owner. In the event that 5,000 or more of the Series H Limited Units offered pursuant to the Prospectus are sold during the Initial Offering Period for the Series H Units and 300,000 or more of the Series J Limited Units offered pursuant to the Prospectus are sold during the Initial Offering Period for the Series J Units, the Managing Owner and/or its Affiliates shall be required to contribute in cash to the capital of Series H an amount, which, when added to the total contributions to Series H by all Series H Unitholders, will be not less than 1% of such total contributions, and in no event shall such contribution be less than $25,000 (including the Managing Owner’s and/or its Affiliates’ Capital Contributions). Thereafter, the Managing Owner and/or its Affiliates shall maintain an investment in Series H Units in an aggregate amount equal to not less than 1.01% of the Net Asset Value of Series H or $25,000, whichever is greater. The Managing Owner and/or its Affiliates may, but are not obligated to, make additional Capital Contributions at any time during the Series H Initial or Continuous Offering Periods. The Managing Owner and/or its Affiliates will receive Series H General Units. The Managing Owner and/or its Affiliates shall, with respect to any Series H Units owned by them, enjoy all of the rights and privileges and be subject to all of the obligations and duties of a Series H Limited Owner, in addition to rights and privileges the Managing Owner has as Managing Owner, except as otherwise provided herein. Notwithstanding anything to the contrary in this Trust Agreement, the interest of the Managing Owner and/or its Affiliates (without regard to any Limited Units of the Managing Owner and/or its Affiliates in Series H) in each material item of Series H income, gain, loss and deduction shall be equal, in the aggregate, to at least 1% of each such item at all times during the term of this Trust Agreement.

(vi) Offer of Series H Limited Units After Initial Offering Period. In the event that 5,000 or more of the Series H Limited Units are sold during the Initial Offering Period for the Series H Units and 300,000 or more of the Series J Limited Units offered pursuant to the Prospectus are sold during the Initial Offering Period for the Series J Units, the Trust may continue to offer Series H Limited Units and admit additional Series H Limited Owners and/or accept additional contributions from existing Series H Limited Owners pursuant to the Prospectus as amended or supplemented from time to time.

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Each additional Capital Contribution to Series H during the Series H Continuous Offering Period by an existing Series H Limited Owner must be in a denomination which is an even multiple of $100. During Series H Continuous Offering Period, each newly admitted Series H Limited Owner, and each existing Series H Limited Owner that makes an additional Capital Contribution to Series H, shall receive Series H Limited Units in an amount equal to such Capital Contribution or additional Capital Contribution, as the case may be, divided by the Series H Net Asset Value per Unit calculated as of the Valuation Point immediately prior to the date on which such Capital Contribution will become effective.

A Subscriber (including existing Series H Limited Owners contributing additional sums) whose subscription is received and accepted by the Managing Owner after the termination of the Initial Offering Period for Series H Units shall be admitted to the Trust and deemed a Series H Limited Owner with respect to that subscription on the first Business Day of the first month which commences at least five Business Days after the Subscriber’s Subscription Agreement or Exchange Request is received by the Trust’s selling agent, counting the day of receipt by such selling agent as one Business Day.

(vii) Subscription Agreement. Each Series H Limited Owner who purchases any Limited Units offered pursuant to the Prospectus shall contribute to the capital of Series H 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. To the extent that the Managing Owner determines to accept a subscription check, it shall be subject to prompt collection. All subscriptions are subject to acceptance by the Managing Owner.

(viii) Escrow Agreement. All proceeds from the sale of Series H Limited Units offered pursuant to the Prospectus shall be deposited in an interest bearing escrow account at JPMorgan Chase Bank until the conclusion of the Initial Offering Period for the Series H Units. In the event subscriptions for at least (i) 5,000 Series H Units are received and accepted during the Initial Offering for the Series H Units and (ii) 300,000 Series J Limited Units are received and accepted during the Initial Offering for the Series J Units, all interest earned on the proceeds of subscriptions from accepted subscribers for Series H Limited Units during its Initial Offering Period will be contributed to Series H, for which the Series H Limited Owners will receive additional Series H Units on a pro rata basis (taking into account time and amount of deposit).

(ix) Optional Purchase of Series H Limited Units. Subject to approval by the Managing Owner, any commodity broker, any Trading Advisor and any principals, stockholders, directors, officers, employees and affiliates of the Managing Owner and/or its Affiliates, any commodity broker, and any Trading Advisor, may purchase any number of Series H Limited Units and will be treated as Series H Limited Owners with respect to such Units. In addition to the Series H Units required to be purchased by the Managing Owner and/or its Affiliates under Section 3.4(b)(v), the Managing Owner and/or its Affiliates also may purchase any number of Series H Limited Units as it or they determine in its or their discretion.

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(c) Offer of Series I Limited Units.

(i) Series I 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 Series I Limited Unit, a maximum of 75,000 Series I Limited Units $7.5 million). No fractional Limited Units shall be issued during the Initial Offering Period. 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 Limited Units as it deems appropriate.

(ii) Effect of the Sale of at least 5,000 Series I Units. In the event that at least 5,000 Series I Limited Units are sold during the Initial Offering Period for the Series I Units, subject to Section 3.4(e) and Section 3.4(f), the Managing Owner shall admit all accepted subscribers pursuant to the Prospectus into the Trust as Series I 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 Series I of the Trust reflecting that such subscribers have been admitted as Limited Owners of Series I Units, as soon as practicable after the termination of the Series I Initial Offering Period. Such accepted subscribers will be deemed Series I Limited Owners at such time as such admission is reflected on the books and records of Series I of the Trust.

(iii) Paid-In Capital if at least 5,000 Series I Units Are Sold. In the event that at least 5,000 Series I Limited Units are sold during the Initial Offering Period, Series I shall have paid-in capital of not less than $525,000 (including the Managing Owner’s contribution for the General Units as provided in Section 3.1(d) and in Section 3.4(c)(v) hereof).

(iv) Effect of the Sale of Less than 5,000 Series I Units. In the event that at least 5,000 Series I Limited Units are not sold during the Initial Offering Period for the Series I Units, all proceeds of the sale of Series I Limited Units, together with any interest earned thereon, will be returned to the subscribers on a pro rata basis (taking into account the amount and time of deposit), as promptly as practicable but in no even more than seven days after the conclusion of the Initial Offering Period for the Series I Units. Such action will not terminate Series I.

(v) Required Contribution of Managing Owner. In the event that 5,000 or more of the Series I Limited Units offered pursuant to the Prospectus are sold during the Initial Offering Period for the Series I Units and 300,000 or more of the Series J Limited Units offered pursuant to the Prospectus are sold during the Initial Offering Period for the Series J Units, the Managing Owner and/or its Affiliates shall be required to contribute in cash to the capital of Series I an amount, which, when added to the total contributions to Series I by all Series I Unitholders, will be not less than 1% of such total

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contributions, and in no event shall such contribution be less than $25,000 (including the Managing Owner’s and its Affiliates’ Capital Contributions). Thereafter, the Managing Owner and/or its Affiliates shall maintain an investment in Series I Units in an aggregate amount equal to not less than 1.01% of the Net Asset Value of Series I or $25,000, whichever is greater. The Managing Owner and/or its Affiliates may, but are not obligated to, make additional Capital Contributions at any time during the Series I Initial or Continuous Offering Periods. The Managing Owner and/or its Affiliates will receive Series I General Units. The Managing Owner and/or its Affiliates shall, with respect to any Series I Units owned by them, enjoy all of the rights and privileges and be subject to all of the obligations and duties of a Series I Limited Owner, in addition to rights and privileges the Managing Owner has as Managing Owner, except as otherwise provided herein. Notwithstanding anything to the contrary in this Trust Agreement, the interest of the Managing Owner and/or its Affiliates (without regard to any Limited Units of the Managing Owner and/or its Affiliates in Series I) in each material item of Series I income, gain, loss and deduction shall be equal, in the aggregate, to at least 1% of each such item at all times during the term of this Trust Agreement.

(vi) Offer of Series I Limited Units After Initial Offering Period. In the event that 5,000 or more of the Series I Limited Units are sold during the Initial Offering Period for the Series I Units and 300,000 or more of the Series J Limited Units offered pursuant to the Prospectus are sold during the Initial Offering Period for the Series J Units, the Trust may continue to offer Series I Limited Units and admit additional Series I Limited Owners and/or accept additional contributions from existing Series I Limited Owners pursuant to the Prospectus as amended or supplemented from time to time.

Each additional Capital Contribution to Series I during the Series I Continuous Offering Period by an existing Series I Limited Owner must be in a denomination which is an even multiple of $100. During Series I Continuous Offering Period, each newly admitted Series I Limited Owner, and each existing Series I Limited Owner that makes an additional Capital Contribution to Series I, shall receive Series I Limited Units in an amount equal to such Capital Contribution or additional Capital Contribution, as the case may be, divided by the Series I Net Asset Value per Unit calculated as of the Valuation Point immediately prior to the date on which such Capital Contribution will become effective.

A Subscriber (including existing Series I Limited Owners contributing additional sums) whose subscription is received and accepted by the Managing Owner after the termination of the Initial Offering Period for Series I Units shall be admitted to the Trust and deemed a Series I Limited Owner with respect to that subscription on the first Business Day of the first month which commences at least five Business Days after the Subscriber’s Subscription Agreement or Exchange Request is received by the Trust’s selling agent, counting the day of receipt by such selling agent as one Business Day.

(vii) Subscription Agreement. Each Series I Limited Owner who purchases any Limited Units offered pursuant to the Prospectus shall contribute to the capital of Series I 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

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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. To the extent that the Managing Owner determines to accept a subscription check, it shall be subject to prompt collection. All subscriptions are subject to acceptance by the Managing Owner.

(viii) Escrow Agreement. All proceeds from the sale of Series I Limited Units offered pursuant to the Prospectus shall be deposited in an interest bearing escrow account at JPMorgan Chase Bank until the conclusion of the Initial Offering Period for the Series I Units. In the event subscriptions for at least (i) 5,000 Series I Units are received and accepted during the Initial Offering for the Series I Units and (ii) 300,000 Series J Limited Units are received and accepted during the Initial Offering for the Series J Units, all interest earned on the proceeds of subscriptions from accepted subscribers for Series I Limited Units during its Initial Offering Period will be contributed to the Series I, for which the Series I Limited Owners will receive additional Series I Units on a pro rata basis (taking into account time and amount of deposit).

(ix) Optional Purchase of Series I Limited Units. Subject to approval by the Managing Owner, any commodity broker, any Trading Advisor and any principals, stockholders, directors, officers, employees and affiliates of the Managing Owner and/or its Affiliates, any commodity broker, and any Trading Advisor, may purchase any number of Series I Limited Units and will be treated as Series I Limited Owners with respect to such Units. In addition to the Series I Units required to be purchased by the Managing Owner and/or its Affiliates under Section 3.4(c)(v), the Managing Owner and/or its Affiliates also may purchase any number of Series I Limited Units as it or they determine in its or their discretion.

(d) Offer of Series J Limited Units.

(i) Series J 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 Series J Limited Unit, a maximum of 500,000 Series J Limited Units $50 million). No fractional Limited Units shall be issued during the Initial Offering Period. 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 Limited Units as it deems appropriate.

(ii) Effect of the Sale of at least 300,000 Series J Units. In the event that at least 300,000 Series J Limited Units are sold during the Initial Offering Period for the Series J Units, subject to Section 3.4(e), the Managing Owner shall admit all accepted subscribers pursuant to the Prospectus into the Trust as Series J 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 Series J of the Trust reflecting that such subscribers have been admitted as Limited Owners of Series J Units, as soon as practicable after the termination of the Series J Initial Offering Period. Such accepted subscribers will be deemed Series J Limited Owners at such time as such admission is reflected on the books and records of Series J of the Trust.

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(iii) Paid-In Capital if at least 300,000 Series J Units Are Sold. In the event that at least 300,000 Series J Limited Units are sold during the Initial Offering Period, Series J shall have paid-in capital of not less than $30,300,000 (including the Managing Owner’s contribution for the General Units as provided in Section 3.1(d) and in Section 3.4(d)(v) hereof).

(iv) Effect of the Sale of Less than 300,000 Series J Units. In the event that at least 300,000 Series J Limited Units are not sold during the Initial Offering Period for the Series J Units, all proceeds of the sale of Series J Limited Units, together with any interest earned thereon, will be returned to the subscribers on a pro rata basis (taking into account the amount and time of deposit), as promptly as practicable but in no event more than seven days after the conclusion of the Initial Offering Period for the Series J Units. Such action will not terminate Series J.

(v) Required Contribution of Managing Owner. In the event that 300,000 or more of the Series J Limited Units offered pursuant to the Prospectus are sold during the Initial Offering Period for the Series J Units, the Managing Owner and/or its Affiliates shall be required to contribute in cash to the capital of Series J an amount, which, when added to the total contributions to Series J by all Series J Unitholders, will be not less than 1% of such total contributions, and in no event shall such contribution be less than $300,000 (including the Managing Owner’s and its Affiliates’ Capital Contributions. Thereafter, the Managing Owner and/or its Affiliates shall maintain an investment in Series J Units in an aggregate amount equal to not less than 1.01% of the Net Asset Value of Series J or $300,000, whichever is greater. The Managing Owner and/or its Affiliates may, but are not obligated to, make additional Capital Contributions at any time during the Series J Initial or Continuous Offering Periods. The Managing Owner and/or its Affiliates will receive Series J General Units. The Managing Owner and/or its Affiliates shall, with respect to any Series J Units owned by them, enjoy all of the rights and privileges and be subject to all of the obligations and duties of a Series J Limited Owner, in addition to rights and privileges the Managing Owner has as Managing Owner, except as otherwise provided herein. Notwithstanding anything to the contrary in this Trust Agreement, the interest of the Managing Owner and/or its Affiliates (without regard to any Limited Units of the Managing Owner and/or its Affiliates in Series J) in each material item of Series J income, gain, loss and deduction shall be equal, in the aggregate, to at least 1% of each such item at all times during the term of this Trust Agreement.

(vi) Offer of Series J Limited Units After Initial Offering Period. In the event that 300,000 or more of the Series J Limited Units are sold during the Initial Offering Period for the Series J Units, the Trust may continue to offer Series J Limited Units and admit additional Series J Limited Owners and/or accept additional contributions from existing Series J Limited Owners pursuant to the Prospectus as amended or supplemented from time to time.

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Each additional Capital Contribution to Series J during the Series J Continuous Offering Period by an existing Series J Limited Owner must be in a denomination which is an even multiple of $100. During Series J Continuous Offering Period, each newly admitted Series J Limited Owner, and each existing Series J Limited Owner that makes an additional Capital Contribution to Series J, shall receive Series J Limited Units in an amount equal to such Capital Contribution or additional Capital Contribution, as the case may be, divided by the Series J Net Asset Value per Unit calculated as of the Valuation Point immediately prior to the date on which such Capital Contribution will become effective.

A Subscriber (including existing Series J Limited Owners contributing additional sums) whose subscription is received and accepted by the Managing Owner after the termination of the Initial Offering Period for Series J Units shall be admitted to the Trust and deemed a Series J Limited Owner with respect to that subscription on the first Business Day of the first month which commences at least five Business Days after the Subscriber’s Subscription Agreement or Exchange Request is received by the Trust’s selling agent, counting the day of receipt by such selling agent as one Business Day.

(vii) Subscription Agreement. Each Series J Limited Owner who purchases any Limited Units offered pursuant to the Prospectus shall contribute to the capital of Series J 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. To the extent that the Managing Owner determines to accept a subscription check, it shall be subject to prompt collection. All subscriptions are subject to acceptance by the Managing Owner.

(viii) Escrow Agreement. All proceeds from the sale of Series J Limited Units offered pursuant to the Prospectus shall be deposited in an interest bearing escrow account at JPMorgan Chase Bank until the conclusion of the Initial Offering Period for the Series J Units. In the event subscriptions for at least 300,000 Series J Units are received and accepted during the Initial Offering for the Series J Units, all interest earned on the proceeds of subscriptions from accepted subscribers for Series J Limited Units during its Initial Offering Period will be contributed to the Series J, for which the Series J Limited Owners will receive additional Series J Units on a pro rata basis (taking into account time and amount of deposit).

(ix) Optional Purchase of Series J Limited Units. Subject to approval by the Managing Owner, any commodity broker, any Trading Advisor and any principals, stockholders, directors, officers, employees and affiliates of the Managing Owner and/or its Affiliates, any commodity broker, and any Trading Advisor, may purchase any number of Series J Limited Units and will be treated as Series J Limited Owners with respect to such Units. In addition to the Series J Units required to be purchased by the Managing Owner and/or its Affiliates under Section 3.4(d)(v), the Managing Owner and/or its Affiliates also may purchase any number of Series J Limited Units as it or they determine in its or their discretion.

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(e) ERISA Considerations. The Managing Owner shall, with respect to each Series, restrict the aggregate investment by Benefit Plan Investors to less than 25% of the total capital of each class of equity interests of such Series (not including the investments of the Trustee, the Managing Owner, any of the Advisors, any person who provides investment advice for a fee (direct or indirect) with respect to the assets of such Series, and any entity that is directly or indirectly through one or more intermediaries controlling, controlled by or under common control with any of such entities (including a partnership or any other similar entity for which the Managing Owner is the general partner (or the functional equivalent thereof) or provides investment advice), and each of the principals, officers and employees of any of the foregoing entities who has the power to exercise a controlling influence over the management or policies of such entity or of the Trust) until such time as the equity interests of the Trust are “publicly offered securities” as that term is defined in DOL Regulation 2510.3-101(b). Notwithstanding anything to the contrary herein, in no event shall the Managing Owner or the Trust be obliged to accept any subscription for Units of any Series if to accept such subscription could reasonably be expected to cause the assets of such Series to be deemed to be the assets of any “employee benefit plan” as defined in and subject to ERISA, or “plan” as defined in and subject to Section 4975 of the Code.

(f) Closing of Series G, H and I are Contingent upon the Initial Closing of Series J; Termination of the Trust. Each of Series G, H and I shall not close during the Initial Offering Period unless Series J has first sold at least 300,000 Limited Units during the Initial Offering Period. Failure to sell at least 300,000 Series J Limited Units shall cause the Trust to be terminated, and the Managing Owner shall cause the certificate of cancellation required by Section 3810 of the Delaware Trust Statute to be filed.

SECTION 3.5. 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 discretion, deems fair and equitable. Each such allocation by the Managing Owner shall be conclusive and binding upon all Unitholders for all purposes.

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SECTION 3.6. 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 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 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 of the Trust generally or of any other 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 Trust Statute, and upon the giving of such notice in the Certificate of Trust, the statutory provisions of Section 3804 of the Delaware Trust Statute 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 that Series and its assets.

(i) Except as set forth below, any debts, liabilities, obligations, indebtedness, expenses, interests and claims of any nature and all kinds and descriptions, 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 Applicable Series, the Applicable Series’ assets 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;

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(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;

(iii) 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, 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 any other Series, the Trust generally, or any of their respective assets;

(iv) 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. § 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;

(v) 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

(vi) 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.

(c) 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 3.6(b).

SECTION 3.7. Dividends and Distributions.

(a) Dividends and distributions on Units of a particular Series or any class thereof may be paid with such frequency as the Managing Owner may determine, which may be daily or otherwise, to the Unitholders in that Series or 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, as the Managing Owner may determine, after providing for actual and accrued liabilities belonging to that Series. All dividends and distributions on Units in a particular Series or class thereof shall be distributed pro rata to the Unitholders in that Series or class in proportion to the total outstanding Units in that Series or class held by such

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Unitholders at the date and time of record established for the payment of such dividends or distribution, except to the extent otherwise required or permitted by the preferences and special or relative rights and privileges of any Series or class. Such dividends and distributions may be made in cash or Units of that Series or class or a combination thereof as determined by the Managing Owner 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 or a class of the Trust shall represent units of beneficial interest in the Trust Estate belonging to such Series or in the case of a class, belonging to such Series and allocable to such class. Each Unitholder in a Series or a class shall be entitled to receive its pro rata share of distributions of income and capital gains made with respect to such Series or such 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 or a 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. Upon liquidation or termination of a Series of the Trust, Unitholders in such Series or 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.

SECTION 3.8. 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 Series Net Asset Value 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 3.9. Equality. Except as provided herein or in the instrument designating and establishing any 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 or class shall be equal to each other Unit of that Series or class; but the provisions of this sentence shall not restrict any distinctions permissible under Section 3.7 that may exist with respect to dividends and distributions on Units of the same Series or class. The Managing Owner may from time to time divide or combine the Units of any particular Series or class into a greater or lesser number of Units of that Series or 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 or class.

SECTION 3.10. 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. 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.

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ARTICLE IV

THE MANAGING OWNER

SECTION 4.1. Management of the Trust. Pursuant to Section 3806(b)(7) of the Delaware Trust Statute, 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 Trust Statute, 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, and to cause the Trust to perform its obligations under, 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 and/or administrative services, 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; 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 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) (A) commodity trading advisory services relating to the purchase and sale of all Commodities positions on behalf 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. All advisory services shall be performed by persons who can demonstrate to the satisfaction of the Managing Owner in its sole and absolute discretion that they have sufficient knowledge and experience to carry out the trading in commodity contracts for the Trust and who

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are also appropriately registered as may be required under Federal and/or state law (e.g., all advice with respect to futures related transactions shall be required to 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) and satisfy the relevant experience requirements under the NASAA guidelines, as they may be amended from time to time;

(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);

(g) To prohibit any transactions contemplated hereunder which may constitute prohibited transactions under ERISA or the Code;

(h) To make any elections on behalf of the Trust 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;

(i) To redeem mandatorily any Limited Units if (i) 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 the assets of any “employee benefit plan” as defined in and subject to ERISA or “plan” as defined in and subject to Section 4975 of the Code, (ii) there is an unauthorized assignment pursuant to the provisions of Article V, (iii) any transaction to be entered into by the Trust that would or might violate any law or (iv) any transaction to be entered into by the Trust that would or might constitute a prohibited transaction under ERISA or the Code and a statutory, class or individual exemption from the prohibited transaction provisions of ERISA and Section 4975 of the Code 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;

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(j) 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 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, or 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; and

(k) 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; (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 the Trust; provided 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.

SECTION 4.3. Obligations of the Managing Owner. In addition to the obligations expressly provided by the Delaware Trust Statute 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 for the conduct of its business in all appropriate jurisdictions;

(c) Retain independent public accountants to audit the accounts of the Trust;

(d) Employ attorneys to represent the Trust;

(e) Use its best efforts to maintain the status of the Trust as a “statutory trust” for state law purposes, and as a “partnership” for Federal income tax purposes;

(f) Monitor the trading policies and limitations of the Trust, 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 the Trust, and the services rendered by futures commission merchants to the Trust, to determine whether the fees paid by, and the services rendered to, the Trust 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 the Trust. No material change related to brokerage fees shall be made except upon 60 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 a description of the Limited Owners’ redemption rights as set forth in Section 7.1 hereof.

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(h) Have fiduciary responsibility for the safekeeping and use of each Trust Estate, 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 (including any interest earned thereon as provided for in the Prospectus) in any manner except as and to the extent permitted by the NASAA Guidelines for the benefit of 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.

(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) of, and not take any affirmative action to reduce its “net worth” below, such amount as may be required under the NASAA Guidelines as they may be amended from time to time. The NASAA Guidelines define “net worth” as the excess of total assets over total liabilities as determined by generally accepted accounting principles;

(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 (as provided in Section 3.4 hereof) 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. 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 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 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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(m) Notify the Unitholders within seven days from the date of:

(i) any material change in contracts with any Trading Advisor;

(ii) any material modification made in the calculation of any incentive fee paid to any Trading Advisor; and

(iii) any material change affecting the compensation of any person.

SECTION 4.4. General Prohibitions. The Trust shall not:

(a) Borrow money from or loan money to any Unitholder (including the Managing Owner) 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 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 the Trust so as to restore the Trust’s account to proper margin status in the event that the Trust 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, or with those of any other Series (for the avoidance of doubt, establishment of the Trading Vehicles shall not constitute a “commingling”);

(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 open trade equity on existing positions in determining generally whether to acquire additional Commodities positions;

(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;

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(g) Permit the Trading Advisor(s) to share in any portion of brokerage fees related to commodity brokerage services paid with respect to 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) 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 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 the requirements to preserve the limitation on interseries liability set forth in section 3804 of the Delaware Trust Statute; and

(l) Cause the Trust to elect to be treated as an association taxable as a corporation for Federal income tax purposes.

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. Fiduciary Duty.

(a) To the extent that, at law or in equity, the Managing Owner has duties (including fiduciary duties) and liabilities relating thereto to the Trust, the Unitholders or to any other Person, the Managing Owner acting under this Agreement shall not be liable to the Trust, the Unitholders or to any other Person for its good faith reliance on the provisions of this Agreement subject to the standard of care in Section 4.5 herein. The provisions of this Agreement, to the extent that they restrict the duties and liabilities of the Managing Owner otherwise existing at law or in equity are agreed by the parties hereto to replace such other duties and liabilities of the Managing Owner. Any material changes in the Trust’s basic investment policies or structure shall occur 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 pursuant to Section 11.1(a) below.

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(b) Unless otherwise expressly provided herein:

(i) whenever a conflict of interest exists or arises between the Managing Owner or any of its Affiliates, on the one hand, and the Trust or any Unitholder or any other Person, on the other hand; or

(ii) whenever this Agreement or any other agreement contemplated herein or therein provides that the Managing Owner shall act in a manner that is, or provides terms that are, fair and reasonable to the Trust, any Unitholder or any other Person,

the Managing Owner shall resolve such conflict of interest, take such action or provide such terms, considering in each case the relative interest of each party (including its own interest) to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles. In the absence of bad faith by the Managing Owner, the resolution, action or terms so made, taken or provided by the Managing Owner shall not constitute a breach of this Agreement or any other agreement contemplated herein or of any duty or obligation of the Managing Owner at law or in equity or otherwise.

(c) The Managing Owner and any Affiliate of the Managing Owner may engage in or possess an interest in other profit-seeking or business ventures of any nature or description, independently or with others, whether or not such ventures are competitive with the Trust and the doctrine of corporate opportunity, or any analogous doctrine, shall not apply to the Managing Owner. If the Managing Owner acquires knowledge of a potential transaction, agreement, arrangement or other matter that may be an opportunity for the Trust, it shall have no duty to communicate or offer such opportunity to the Trust, and the Managing Owner shall not be liable to the Trust or to the Unitholders for breach of any fiduciary or other duty by reason of the fact that the Managing Owner pursues or acquires for, or directs such opportunity to another Person or does not communicate such opportunity or information to the Trust. Neither the Trust nor any Unitholder shall have any rights or obligations by virtue of this Agreement or the trust relationship created hereby in or to such independent ventures or the income or profits or losses derived therefrom, and the pursuit of such ventures, even if competitive with the activities of the Trust, shall not be deemed wrongful or improper. Except to the extent expressly provided herein, the Managing Owner may engage or be interested in any financial or other transaction with the Trust, the Unitholders or any Affiliate of the Trust or the Unitholders.

SECTION 4.7. Indemnification of the Managing Owner.

(a) The Managing Owner shall be indemnified by the Trust against any losses, judgments, liabilities, expenses and amounts paid in settlement of any claims sustained by it in connection with its activities for the Trust, provided that 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. All rights to indemnification permitted herein and payment of associated expenses shall not be affected by the dissolution or

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other cessation to exist of the Managing Owner, or the withdrawal, adjudication of bankruptcy or insolvency of the Managing Owner, or the filing of a voluntary or involuntary petition in bankruptcy under Title 11 of the U.S. Code by or against the Managing Owner. The source of payments made in respect of indemnification under this Trust Agreement shall be the assets of each Series on a pro rata basis, as the case may be.

(b) Notwithstanding the provisions of Section 4.7(a) above, the Managing Owner and any Person acting as broker-dealer for the Trust 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 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 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 Massachusetts Securities Division, the Pennsylvania Securities Commission, the Tennessee Securities Division 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 the legal action relates to the performance of duties or services by the Managing Owner 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 competent jurisdiction specifically approves such advance; and (iii) the Managing Owner undertakes to repay the advanced funds with interest to the Trust in cases in which it is not entitled to indemnification under this Section 4.7.

(f) The term “Managing Owner” as used only in this Section 4.7 shall include, in addition to the Managing Owner, any other Covered Person performing services on behalf of the Trust and acting within the scope of the Managing Owner’s authority as set forth in this Trust Agreement.

(g) In the event the Trust is made a party to any claim, dispute, demand or litigation or otherwise incurs any loss, liability, damage, cost or expense as a result of or in connection with any Limited Owner’s (or assignee’s) obligations or liabilities unrelated to Trust business, such Limited Owner (or assignees cumulatively) shall indemnify, defend, hold harmless, and reimburse the Trust for all such loss, liability, damage, cost and expense incurred, including attorneys’ and accountants’ fees.

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(h) The payment of any amount pursuant to this Section shall be subject to Section 3.6 with respect to the allocation of liabilities and other amounts, as appropriate, among the Series of the Trust.

SECTION 4.8. Expenses and Limitations Thereon.

(a)

(i) The Managing Owner or an Affiliate of the Managing Owner shall be responsible for the payment of all Organization and Offering Expenses incurred in connection with the creation of the Trust and sale of Units during or prior to the Initial Offering Period other than any initial service fee; provided, however, that the amount of such Organization and Offering Expenses paid by the Managing Owner shall be subject to reimbursement by the Trust to the Managing Owner, without interest, in up to 36 monthly payments during each of the first 36 months of the Continuous Offering Period. In the event that the amount of the Organization and Offering Expenses incurred in connection with the creation of the Trust and sale of Units during the Initial Offering Period and paid by the Managing Owner is not fully reimbursed by the end of the 36th month of the Continuous Offering Period, the Managing Owner shall not be entitled to receive, and the Trust shall not be required to pay, any unreimbursed portion of such expenses outstanding as of such date. In the event the Trust terminates prior to the completion of any reimbursement contemplated by this Section 4.8(a)(i), the Managing Owner shall not be entitled to receive, and the Trust shall not be required to pay, any unreimbursed portion of such expenses outstanding as of the date of such termination.

(ii) The Managing Owner or an Affiliate of the Managing Owner also shall be responsible for the payment of all Organization and Offering Expenses incurred after the Initial Offering Period; provided, however, that the amount of such Organization and Offering Expenses paid by the Managing Owner shall be subject to reimbursement by the Trust to the Managing Owner, without interest, in up to 36 monthly payments during each of the first 36 months following the month in which such expenses were paid by the Managing Owner. In the event that the amount of the Organization and Offering Expenses incurred in connection with the sale of Units during the Continuous Offering Period and paid by the Managing Owner is not fully reimbursed by the end of the 36th month following the month in which such expenses were paid by the Managing Owner, the Managing Owner shall not be entitled to receive, and the Trust shall not be required to pay, any unreimbursed portion of such expenses outstanding as of such date. In the event the Trust terminates prior to the completion of any reimbursement contemplated by this Section 4.8(a)(ii), the Managing Owner shall not be entitled to receive, and the Trust shall not be required to pay, any unreimbursed portion of such expenses outstanding as of the date of such termination.

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(iii) In no event shall the Managing Owner be entitled to reimbursement under Section 4.8(a)(i) in an aggregate amount in excess of 2.5% of the aggregate amount of all subscriptions accepted during the Initial Offering Period and the first 36 months of the Continuous Offering Period. In no event shall the aggregate amount of the reimbursement payments from the Trust to the Managing Owner under Sections 4.8(a)(i) and (ii) in any month exceed 0.50% per annum of the Net Asset Value of the Fund as of the beginning of such month

(iv) 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 ongoing 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 Offering Period and the Continuous Offering Period, (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 Offering Period and the Continuous Offering Period, (iv) travel, telegraph, telephone and other expenses in connection with the offering and issuance of the Units during the Initial Offering Period and the Continuous Offering Period, (v) accounting, auditing and legal fees (including disbursements related thereto) incurred in connection therewith, and (vi) any extraordinary expenses (including, but not limited to, legal claims and liabilities and litigation costs and any permitted indemnification associated therewith) related thereto.

(b) All ongoing charges, costs and expenses of the Trust’s operation, including, but not limited to, the routine expenses associated with (i) preparation of monthly, quarterly, 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 and independent accountants; (v) routine accounting and bookkeeping services, whether performed by an outside service provider or by Affiliates of the Managing Owner; (vi) postage and insurance; (vii) client relations and services; (viii) computer equipment and system maintenance; (ix) the Management Fee; (x) required payments to the Trust’s Trading Advisors pursuant to any applicable contract; and (xi) 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 by the Trust.

(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 in its capacity as the managing owner of 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) All general expenses of the Trust will be allocated among the various Series as determined by the Managing Owner in its sole and absolute discretion.

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SECTION 4.9. Compensation to the Managing Owner. Each Series shall pay to the Managing Owner, out of such Series’ Trust Estate, in advance, a monthly management fee in an amount equal to 0.04166% (0.50% per annum) of such Series’ Series Net Asset Value as of the beginning of such month. The Managing Owner shall, in its capacity as a Unitholder, be entitled to receive allocations and distributions pursuant to the provisions of this Trust Agreement.

SECTION 4.10. 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.

SECTION 4.11. Voluntary Withdrawal of the Managing Owner. The Managing Owner may withdraw voluntarily as the Managing Owner of the Trust only upon one hundred and twenty (120) days’ prior written notice to all Limited Owners and the Trustee. 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 (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. 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 thereof on the next Redemption Date following the date of removal or withdrawal. If the Managing Owner withdraws and a successor Managing Owner is named, the withdrawing Managing Owner shall pay all expenses as a result of its withdrawal.

SECTION 4.12. 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 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 Trust Statute or any applicable law, rule or regulation.

SECTION 4.13. 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.

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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 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 seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, 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 or liquidator for itself or of all or any substantial part of its properties.

(b) To the full extent permitted by law, and on sixty (60) days’ prior written notice to the Limited Owners, of their right to vote thereon, if the transaction is other than with an Affiliated entity, nothing in this Trust Agreement shall be deemed to prevent the merger of the Managing Owner with another corporation or other entity, the reorganization of the Managing Owner into or with any other corporation or other entity, 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 or other entity by operation of law or the transfer of the Managing Owner’s Units to an Affiliate of the Managing Owner. Without limiting the foregoing, none of the transactions referenced in the preceding sentence shall be deemed to be a voluntary withdrawal for purposes of Section 4.11 or an Event of Withdrawal or assignment of Units for purposes of Sections 5.2(a) or 5.2(c).

(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 1.7 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 substitute Limited Owners pursuant to this Article V only upon the consent of the Managing Owner, which may be withheld by the Managing Owner (x) if the proposed assignee does not meet the established suitability requirements, or (y) to avoid adverse legal consequences to the Trust.

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(i) A substituted Limited Owner is a permitted assignee that has been admitted 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 Trust 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 Trust.

(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 Trust’s transactions or to inspect the Trust’s 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, the granting or denial of which shall be within the sole and absolute discretion of the Managing Owner, subject to the provisions of Section 5.3(d)(i).

(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;

(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 Trust Statute.

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(c) Any Person admitted 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 under the following circumstances: (A) 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 income or loss; or (B) if such assignment is effectuated through an established securities market or a secondary market (or the substantial equivalent thereof). The Managing Owner shall withhold its consent to assignments made under the foregoing circumstances, 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 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 first Business Day immediately following the next succeeding Redemption Date, provided the Managing Owner shall have been in receipt of the written instrument of assignment for at least five (5) 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 day of the month immediately following the month 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.

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(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, 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 Trust immediately prior to such transfer in the same manner as provided in Section 5.3(e)(iii).

(ii) No assignment or transfer of an interest 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 valued at less than $5,000 (or $2,000 in the case of IRAs), provided, however, that this limitation shall not apply in respect of a Limited Owner wishing to assign its or his entire interest in 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 49% or more of the outstanding Units. 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 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 said Unit(s) on such date of transfer. The liquidation price shall be paid within 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.

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(h) Each Limited Owner hereby agrees to indemnify and hold harmless the Trust and each 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 by the Managing Owner for each Unitholder with respect to each Series (such account sometimes hereinafter referred to as a “book capital account”). The initial balance of each Unitholder’s book capital account shall be the amount of his initial Capital Contribution.

SECTION 6.2. Monthly Allocations. No less frequently than as of the close of business (as determined by the Managing Owner) on each Valuation Point, the following determinations and allocations shall be made:

(a) First, any increase or decrease in the Series’ Net Asset Value as of such date as compared to the next previous determination of Net Asset Value shall be credited or charged to the book capital accounts of the Unitholders in such Series in the ratio that the balance of each such Unitholder’s book capital account bears to the balance of all Unitholders’ in such Series’ 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 Federal Income Tax Purposes. As of the end of each Fiscal Year of the Trust, each Series’ recognized profit and loss shall be allocated among the Unitholders of such Series 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 shall be allocated pro rata among the Unitholders based on their respective book capital accounts as of the last day of each month in which such Profits or Losses accrued.

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(b) Next, Disposition Gain or Disposition Loss from trading activities of a Series 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 of a Series. The initial balance of each tax capital account shall be the amount paid by the Unitholder 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) and 6.3(b)(iii) 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)(iv) and 6.3(b)(v) 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 realized during any month shall be allocated first among all Unitholders whose book capital accounts are 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)(ii) for the current month, 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.

(iii) Disposition Gain realized during any month that remains after the allocation pursuant to Section 6.3(b)(ii) above shall be allocated to those Unitholders who were Unitholders during such month in the ratio that each such Unitholder’s book capital account bears to all such Unitholders’ book capital accounts as of the beginning of such month.

(iv) Disposition Loss realized during any month shall be allocated first among all Unitholders whose Units’ tax capital accounts are 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)(iv) for the current month, described in Section 6.3(b)(i) above) in the ratio that each such Unitholder’s excess shall bear to all such Unitholders’ excesses.

(v) Disposition Loss realized during any month that remains after the allocation pursuant to Section 6.3(b)(iv) above shall be allocated to those Unitholders who were Unitholders during such month in the ratio that each such Unitholder’s book capital account bears to all such Unitholders’ book capital accounts as of the beginning of such calendar month.

(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)(2) of the Code.

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(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 all the remaining Unitholders in such Series (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, with respect to the Units; provided, however, that no distribution shall be made that violates the Delaware Trust Statute. The aggregate distributions made in a Fiscal Year (other than distributions on termination, which shall be allocated in the manner described in Article VIII) shall be allocated among 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 first day following the Redemption Date of the month in 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 five 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 3.4(b) shall be deemed admitted on the date determined pursuant to such Section. Any Unitholder to whom a Unit had been transferred shall succeed to the tax and book capital accounts attributable to the Unit transferred.

SECTION 6.6. Liability for State and Local and Other Taxes. In the event that the Trust shall be separately subject to taxation by any state or local or by any foreign taxing authority, the Trust shall be obligated to pay such taxes to such jurisdiction. In the event that the Trust 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 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 Citibank, N.A. 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

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limitation, the amount of any taxes required to be paid over by the Series 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 the Trust depends upon long-term and uninterrupted investment of capital. It is agreed, therefore, that Trust 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 dissolution. In that regard and subject to the provisions of Section 4.2(i):

(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 first Redemption Date following the date the Managing Owner has been in receipt of an acceptable form of written notice of redemption for at least five Business Days. 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 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 4.7(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 4.7(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 such Units upon redemption.

(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 fifteen Business Days following the Redemption Date; provided, that all liabilities, contingent or otherwise, of the Trust, except any liability to Unitholders on account of their Capital Contributions, have been paid or there remains property of the Trust 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

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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 fifth Business Day prior to the applicable 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 five Business Days.

(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 five Business Days following the Redemption Date whether or not their Units will be redeemed, unless payment for the redeeming Units is made within that five 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 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. In addition, the Managing Owner may compel the redemption Units pursuant to Section 4.2(i).

(f) Units that are redeemed shall be extinguished and shall not be retained or reissued by the Trust.

(g) Except as discussed above, all requests for redemption in proper form will be honored, and positions will be liquidated to the extent necessary to discharge 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 the Managing Owner and/or its Affiliates having less than a 1% interest in the Trust.

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SECTION 7.3. Redemption Charge. The Managing Owner may impose a redemption charge, if so provided in the Prospectus, with respect to any Unit; provided, however, that no redemption charge will be assessed if a Limited Owner simultaneously (i) exchanges the redeemed Unit or portion thereof for a Unit of equal value in another Series, or (ii) invests the redemption proceeds in another futures fund sponsored by the Managing Owner and/or its Affiliates. Redemption charges may be waived by the Managing Owner in its sole and absolute discretion.

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 Redemption Date, in accordance with the Prospectus and subject to the conditions on Redemptions in this Article VII, except that an Exchange will be made on the Redemption Date following the date the Managing Owner has been in receipt of an Exchange Request for at least five Business Days.

SECTION 7.5. Special Redemption Date. Pursuant to Section 9.4, each Limited Owner shall receive a notice of any decline (“Decline Notice”) in the estimated Net Asset Value per Unit to less than 50% of the Net Asset Value per Unit as of the end of the immediately preceding Valuation Point (“Decline Date”) within seven Business Days of such occurrence. Within 7 business days after any Decline Date, the Managing Owner shall declare a “Special Redemption Date” as provided in this Section 7.5. Such Special Redemption Date shall be a business day within 30 business days from the Decline Date, and the Managing Owner shall mail the Decline Notice (which includes the Special Redemption Date) to each Unitholder and assignee of Units, by first class mail, postage prepaid, not later than 7 business days after the Decline Date, together with instructions as to the procedure such Unitholder or assignee must follow to have such Unitholder’s or assignee’s interest (only entire, not partial, interests may be so redeemed unless otherwise determined by the Managing Owner) in the Trust redeemed on the Special Redemption Date. Upon redemption pursuant to a Special Redemption Date, a Unitholder or any other assignee of whom the Managing Owner has received written notice, shall receive from the Trust an amount equal to the Net Asset Value of such Unitholder’s interest, determined as of the close of business (as determined by the Managing Owner) on such Special Redemption Date. No redemption charges shall be assessed on any such Special Redemption Date. As in the case of a regular redemption, an assignee shall not be entitled to redemption on any Special Redemption Date until the Managing Owner has received written notice of the assignment, transfer or disposition under which the assignee claims an interest in the Units to be redeemed. Trading of the Trust shall be suspended between the Decline Date and the Special Redemption Date.

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 have the power to sign for or bind the Trust, 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

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his share of any Trust Estate in which such Limited Owners own a Unit and profits remaining, if any. Except as provided in Section 8.3 hereof, 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, 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 the share of the distributions provided for in this Trust Agreement in the manner and at the times provided for in this Trust Agreement.

(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(i) hereof, Limited Owners shall have the right to demand the return of their capital account only upon the dissolution and winding up of the Trust 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 or 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) remove the Managing Owner on reasonable prior written notice to the Managing Owner, (iii) elect and appoint one or more additional Managing Owners, or consent to such matters as are set forth in Section 5.2(b), (iv) approve a material change in the trading policies, as set forth in the Prospectus, which change shall not be effective without the prior written approval of such majority, (v) approve the termination of any

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agreement entered into between the Trust and the Managing Owner or any Affiliate of the Managing Owner for any reason, without penalty, (vi) approve amendments to this Trust Agreement as set forth in Section 11.1 hereof, and (vii) terminate the Series as provided in Section 13.1(g), and in the case of (iii), (iv) and (v) in each instance on 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.

SECTION 8.3. Limitation on Liability.

(a) Except as provided in Sections 4.7(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 and his share of the applicable 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 to the full extent permitted by law and the other provisions of this Agreement, and to the extent of the applicable 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 Units as a Limited Owner (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 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 the Trust to the extent set forth in Section 3.5 and 3.6 hereof.

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ARTICLE IX

BOOKS OF ACCOUNT AND REPORTS

SECTION 9.1. Books of Account. Proper books of account for the Trust 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 the Trust, 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 to be given to Limited Owners 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. Net Asset Value 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 per Unit. Each Limited Owner shall be notified of any decline in the estimated Net Asset Value per Unit to less than 50% of the Net Asset Value per Unit as of the end of the immediately preceding Valuation Point within seven Business Days of such occurrence. Within 7 business days after any such notice, the Managing Owner shall declare a “Special Redemption Date” as provided in Section 7.5. 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

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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.

SECTION 9.6. Maintenance of Records. The Managing Owner shall maintain: (a) for a period of at least six 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 Trust’s 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 Fiscal Years copies of any effective written trust agreements, subscription agreements and any financial statements of the Trust. The Managing Owner may keep and maintain the books and records of the Trust in paper, magnetic, electronic or other format at the Managing Owner may determine in its sole discretion, provided the Managing Owner uses reasonable care to prevent the loss or destruction of such records.

SECTION 9.7. Certificate of Trust. Except as otherwise provided in the Delaware Trust Statute 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 Trust Statute.

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 shall begin on the 1st day of January and end on the 31^st day of December of each year. The first Fiscal Year of the Trust shall commence on the date of filing of the Certificate of Trust and end on the 31^st day of December 2004. The Fiscal Year in which the Trust shall terminate shall end on the date of termination.

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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 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 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

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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. (i) Amendments to this document which adversely affect the rights of Limited Owners, (ii) the appointment of a new Managing Owner pursuant to Section 4.2(j) above, (iii) the dissolution of the Trust pursuant to Section 13.1(f) below and (iv) any material changes in the Trust’s basic investment policies or structure shall occur 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 the Trust (excluding Units held by the Managing Owner and its Affiliates) pursuant to Section 11.1(a) above.

(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 Trust Statute, 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.

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 10% of the Net Asset Value 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 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 30 nor more than 60 days after the date of

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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 terminate 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 filing of a certificate of dissolution or 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 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 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 such Event of Withdrawal all the remaining Unitholders 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.

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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 (a)(ii) above, within 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 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.

(b) The occurrence of any event which would make unlawful the continued existence of the Trust or any Series thereof, as the case may be.

(c) The failure to sell the Subscription Minimum (as defined in the Prospectus) to at least 100 subscribers to the Trust during the Initial Offering Period.

(d) 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.

(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 (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 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 (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 90 Business Days prior to the effective date of such terminations.

(h) The decline of the Net Asset Value of a Series of the Trust Estate by 50% from the Net Asset Value 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.

(i) The determination of the Managing Owner that the Series’ aggregate net assets of the Trust in relation to the operating expenses of the Series make it unreasonable or imprudent to continue the business of the Series, or, in the exercise of its reasonable discretion, the determination by the Managing Owner to dissolve the Trust because the aggregate Net Asset Value of the Trust or Series as of the close of business on any Business Day declines below $10 million.

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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 Trust and any right to an audit or examination of the books of the Trust, except for such rights as are set forth in Article IX hereof relating to the Books of Account and reports of the Trust.

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 Estate. 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: 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 (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 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 Series, the Managing Owner will contribute to the 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 Series to its creditors, and the balance, if any, shall be distributed to those Unitholders in the 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 Trust Statute. 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.

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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 business 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;

(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.

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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 Trust Statute) 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 Trust Statute) pertaining to trusts which relate to or regulate in a manner inconsistent with the terms hereof: 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 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.

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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 Trust Statute 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

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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.

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.

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IN WITNESS WHEREOF, the undersigned have duly executed this Amended and Restated Declaration of Trust and Trust Agreement as of the day and year first above written.

WILMINGTON TRUST COMPANY, as Trustee
By:	/s/ Rosemary Kennard
	Name:	Rosemary Kennard
	Title:	Financial Services Officer
PREFERRED INVESTMENT SOLUTIONS CORP., as Managing Owner
By:	/s/ Kenneth A. Shewer
	Name:	Kenneth A. Shewer
	Title:	Co-Chief Executive Officer
All Limited Owners now and hereafter admitted as Limited Owners of the Trust and reflected in the books and records of the Trust as Limited Owners from time to time, pursuant to powers of attorney now and hereafter executed in favor of, and granted and delivered to, the Managing Owner by each of the Limited Owners
By:	PREFERRED INVESTMENT SOLUTIONS CORP., as attorney-in-fact
By:	/s/ Kenneth A. Shewer
	Name:	Kenneth A. Shewer
	Title:	Co-Chief Executive Officer

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EXHIBIT A

CERTIFICATE OF TRUST

OF

WORLD MONITOR TRUST III

This Certificate of Trust of World Monitor Trust III (the “Trust”) is being duly executed and filed on behalf of the Trust by the undersigned, as trustee, under the Delaware Statutory Trust Act (12 Del. C. § 3801 et seq.) (the “Act”).

The Certificate of Trust hereby stated in its entirety to read as follows:

1. Name. The name of the trust formed hereby is World Monitor Trust III.

2. Delaware Trustee. The name and the business address of the trustee of the Trust in the State of Delaware is Wilmington Trust Company, Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890-0001, Attention: Corporate Trust Administration.

3. Series. Pursuant to Section 3806(b)(2) of the Act, the Trust shall issue one or more series of beneficial interests having the rights, powers and duties as set forth in the governing instrument of the Trust, as the same may be amended from time to time (each a “Series”).

4. Notice of Limitation of Liability of each Series. Pursuant to Section 3804 of the 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.

5. Effective Date. This Certificate of Trust shall be effective upon filing.

WILMINGTON TRUST COMPANY, as Trustee
By:	/s/ Kathleen A. Pedelini
	Name:	Kathleen A. Pedelini
	Title:	Financial Services Officer

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EX-10.4

Exhibit 10.4

ADVISORY AGREEMENT

ADVISORY AGREEMENT (this “Agreement”) dated as of the 9th day of April, 2007, by and among WORLD MONITOR TRUST III – SERIES J (“Series J”), a separate series of World Monitor Trust III, a Delaware statutory trust (the “Trust”), PREFERRED INVESTMENT SOLUTIONS CORP., a Delaware corporation (the “Managing Owner”) and ORTUS CAPITAL MANAGEMENT (CAYMAN) LIMITED, a company incorporated in the Cayman Islands (the “Advisor”).

WITNESSETH:

WHEREAS, the Trust has been organized primarily for the purpose of trading, buying, selling, spreading or otherwise acquiring, holding or disposing of currency spot and forward contracts. Other transactions also may be effected from time to time, including among others, those as more fully identified in Exhibit A hereto; the foregoing transactions and instruments are collectively referred to as “Financial Instruments”; and

WHEREAS, the Managing Owner is the managing owner of the Trust; and

WHEREAS, the Managing Owner is authorized to utilize the services of one or more professional commodity trading advisors in connection with the Financial Instruments trading activities of Series J; and

WHEREAS, the Advisor’s present business includes the management of Financial Instruments accounts for its clients; and

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WHEREAS, the Trust is making a public offering (the “Offering”) of beneficial interests in the Trust (the “Interests”) evidenced by different series of Interests (each, a “Series”) through Kenmar Securities Inc., as Selling Agent, and in connection therewith, the Trust has filed with the U. S. Securities and Exchange Commission (the “SEC”), pursuant to the Securities Act of 1933, as amended (the “1933 Act”), a registration statement on Form S-1 registering the beneficial interests (the “Interests”), including the Series J Interests (Units relating to the Series J Interests are referred to herein as the “Series J 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 has prepared and filed applications for registration of the Interests under the securities or Blue Sky laws of such jurisdictions as the Managing Owner deems appropriate; and

WHEREAS, Series J and the Advisor desire to enter into this Agreement in order to set forth the terms and conditions upon which the Advisor will render and implement advisory services on behalf of Series J during the term of this Agreement;

NOW, THEREFORE, the parties agree as follows:

1. Duties of the Advisor.

(a) Appointment. Series J hereby appoints the Advisor, and the Advisor hereby accepts appointment, as its limited attorney-in-fact to exercise discretion to invest and reinvest in Financial Instruments during the term of this Agreement the portion of Series J’s Net

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Asset Value (as defined in the Prospectus) allocated to the Advisor which initially shall not be less than $10 million (the “Allocated Assets”, and the account(s) for holding the Financial Instruments of the Allocated Assets shall be referred as the “Account”) on the terms and conditions and for the purposes set forth herein. This limited power-of-attorney is a continuing power and shall continue in effect with respect to the Advisor until terminated hereunder. The Advisor shall have sole authority and responsibility for independently directing the investment and reinvestment in Financial Instruments of the Allocated Assets for the term of this Agreement pursuant to the trading programs, methods, systems, and strategies described in Exhibit A hereto, which Series J and the Managing Owner have selected to be utilized by the Advisor in trading the Allocated Assets (collectively referred to as the Advisor’s “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 Advisor. The portion of the Allocated Assets to be allocated by the Advisor at any point in time to one or more of the various trading strategies comprising the Advisor’s Trading Approach will be determined as set forth in Exhibit A hereto, as it may be amended from time to time, with the consent of the parties, it being understood that trading gains and losses automatically will alter the agreed upon allocations. Upon receipt of a new allocation, the Advisor will determine and, if required, adjust its trading in light of the new allocation.

(b) Allocation of Responsibilities. Series J will have the responsibility for the management of any portion of the Allocated Assets that are not invested in Financial Instruments. The Advisor will use its good faith and best efforts in determining the investment and reinvestment in Financial Instruments of the Allocated Assets in compliance with the Trading Policies and Limitations, and in accordance with the Advisor’s Trading Approach. In

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the event that Series J shall, in its sole discretion, determine in good faith following consultation appropriate under the circumstances with the Advisor that any trading instruction issued by the Advisor violates the Trading Policies and Limitations, then Series J, following reasonable notice to the Advisor appropriate under the circumstances, may override such trading instruction and shall be responsible therefor. Nothing herein shall be construed to prevent the Managing Owner from imposing any limitation(s) on the trading activities of Series J 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 Series J, in which case the Advisor will adhere to such limitations following written notification thereof.

(c) Gains From Trading Approach. The Advisor agrees that at least 90% of the annual gross income and gain, if any, generated by its Trading Approach for 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 Financial Instruments and that the Trading Approach is not intended primarily to generate interest income). The Advisor also agrees that it will attempt to trade in such a manner as to allow non-U.S. Limited Owners (as defined below) to qualify for the safe harbors found in Section 864(b)(2) of the Code and as interpreted in the regulations promulgated or proposed thereunder.

(d) Modification of Trading Approach. In the event the Advisor requests to use, or Series J requests the Advisor to use, a trading program, system, method or strategy other than or in addition to the trading programs, systems, methods or strategies comprising the Trading Approach in connection with trading for Series J (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 Advisor may not do so and/or

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shall not be required to do so, as appropriate, unless both Series J and the Advisor consent thereto in writing.

(e) Notification of Material Changes. The Advisor also agrees to give Series J 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 Series J) over the objection of Series J, it being understood that the Advisor shall be free to institute non-material changes in its Trading Approach (as applied to Series J) without prior written notification. Without limiting the generality of the foregoing, refinements to the Advisor’s Trading Approach, and the deletion (but not the addition) of Financial Instruments (other than the addition of Financial Instruments then being traded in the interbank foreign currency market) to or from the Advisor’s Trading Approach, and variations in the leverage principles and policies utilized by the Advisor, shall not be deemed a material change in the Advisor’s Trading Approach, and prior approval of Series J shall not be required therefor.

Subject to adequate assurances of confidentiality, the Advisor agrees that it will discuss with Series J upon request any trading methods, programs, systems or strategies used by it for trading customer accounts which differ from the Trading Approach used for Series J, provided that nothing contained in this Agreement shall require the Advisor to disclose what it deems to be proprietary or confidential information.

(f) Request for Information. The Advisor agrees to provide Series J with any reasonable information concerning the Advisor that Series J 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 Series J, including, but

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not limited to, information regarding any change in control, key personnel, Trading Approach and financial condition which Series J reasonably deems to be material to Series J; the Advisor also shall notify Series J of any such matters the Advisor, in its reasonable judgment, believes may be material to Series J relating to the Advisor and its Trading Approach. During the term of this Agreement, the Advisor agrees to provide Series J with updated monthly information related to the 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 Advisor is responsible for promptly reviewing all oral and written confirmations it receives to determine that the Financial Instruments trades were made in accordance with the Advisor’s instructions. If the Advisor determines that an error was made in connection with a trade or that a trade was made other than in accordance with the Advisor’s instructions, the Advisor shall promptly notify Series J of this fact and shall utilize its commercially reasonable efforts to cause the error or discrepancy to be corrected.

(h) Liability. Neither the Advisor nor any employee, director, officer or shareholder of the Advisor, nor any person who controls the Advisor, shall be liable to Series J, its officers, directors, Members, shareholders or employees, or any person who controls Series J, or any of their respective successors or assignees under this Agreement, except by reason of acts or omissions in material breach of this Agreement or due to their willful misconduct or gross negligence or by reason of their not having acted in good faith in the reasonable belief that such actions or omissions were in the best interests of Series J and its Members; it being understood that the Advisor makes no guarantee of profit nor offers any protection against loss, and that all purchases and sales of Financial Instruments shall be for the account and risk of Series J, and the

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Advisor shall incur no liability for trading profits or losses resulting therefrom provided the Advisor would not otherwise be liable to Series J under the terms hereof.

(i) Initial Allocation, Additional Allocations, and Reallocations. Initially, the Allocated Assets will total an amount allocated to the Advisor by the Managing Owner.

(j) Additional Allocations and Reallocations. Subject to Section 10(a) below, Series J may, on a monthly basis during the Trust’s Continuous Offering Period, as described in the Prospectus, (i) allocate additional assets to the Advisor, (ii) reallocate the Allocated Assets away from the Advisor to another trading advisor (an “Other Advisor”), (iii) reallocate assets to the Advisor from an Other Advisor or (iv) allocate additional capital with respect to the Allocated Assets to an Other Advisor.

(k) Delivery of Memorandum. The Advisor agrees to provide to the Managing Owner any amendment, or supplement, to the Memorandum (as defined below) attached hereto as Exhibit D (an “Update”) as soon as such Update is available for distribution.

2. Indemnification.

(a) Series J Indemnification of the Advisor. Subject to the provisions of Section 3 of this Agreement, the Advisor, and each officer, director, shareholder and employee of the Advisor, and each person who controls the Advisor, shall be indemnified, defended, and held harmless by Series J and the Managing Owner, jointly and severally, from and against any and all claims, losses, judgments, liabilities, damages, costs, expenses (including, without limitation, reasonable investigatory and attorneys’ fees and expenses) and amounts paid in settlement of any claims in compliance with the conditions specified below (collectively,

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“Losses”) sustained by the Advisor (i) in connection with any acts or omissions of the Advisor, or any of its officers, directors or employees relating to its management of the Allocated Assets, including in connection with this Agreement or otherwise as a result of the Advisor’s performance of services on behalf of Series J or its role as trading advisor to the Allocated Assets, (ii) as a result of a material breach of this Agreement by Series J or the Managing Owner, (iii) in connection with or as a result of situations caused not by the Advisor but by other advisors of Series J or the Trust, provided that, (i) such Losses were not the result of negligence, misconduct or a material breach of this Agreement on the part of the Advisor, and its officers, directors, shareholders and employees, and each person controlling the Advisor, (ii) the Advisor, and its officers, directors, shareholders and employees, and each person controlling the Advisor, acted in good faith and in a manner reasonably believed by such person to be in or not opposed to the best interests of Series J and (iii) any such indemnification will only be recoverable from the Allocated Assets and the assets of the Managing Owner and not from any other assets of Series J or the other Series of the Trust, and provided further, that no indemnification shall be permitted under this Section 2 for amounts paid in settlement if either (A) the Advisor fails to notify Series J of the terms of any settlement proposed, at least fifteen (15) days before any amounts are paid, or (B) Series J does not approve the amount of the settlement within fifteen (15) days (such approval not to be withheld unreasonably). Notwithstanding the foregoing, Series J shall, at all times, have the right to offer to settle any matter for a monetary amount with the approval of the Advisor (which approval shall not be withheld unreasonably) and if Series J successfully negotiates a monetary settlement and tenders payment therefor to the party claiming indemnification (the “Indemnitee”) the Indemnitee must either use commercially reasonable efforts to dispose of the matter in accordance with the terms and conditions of the proposed

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settlement or the Indemnitee may refuse to settle the matter and continue its defense in which latter event the maximum liability of Series J to the Indemnitee shall be the amount of said proposed settlement; provided, however, that nothing herein contained shall require the Indemnitee to accept any settlement which has provisions requiring anything other than payment of a monetary amount.

(b) Default Judgments and Confessions of Judgment. None of the foregoing provisions for indemnification shall be applicable with respect to default judgments or confessions of judgment entered into by the Indemnitee, with its knowledge, without the prior consent of Series J.

(c) Procedure. In the event that an Indemnitee under this Section 2 is made a party to an action, suit or proceeding alleging both matters for which indemnification can be made hereunder and matters for which indemnification may not be made hereunder, such Indemnitee shall be indemnified only for that portion of the Losses incurred in such action, suit or proceeding which relates to the matters for which indemnification can be made.

(d) Expenses. Expenses incurred in defending a threatened or pending civil, administrative or criminal action, suit or proceeding against an Indemnitee shall be paid by Series J in advance of the final disposition of such action, suit or proceeding if (i) the legal action, suit or proceeding, if sustained, would entitle the Indemnitee to indemnification pursuant to the terms of this Section 2, and (ii) the Advisor undertakes to repay the advanced funds to Series J in cases in which the Indemnitee is not entitled to indemnification pursuant to this Section 2.

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3. Limits on Claims.

(a) Prohibited Acts. The Advisor agrees that it will not take any of the following actions against Series J: (i) seek a decree or order by a court having jurisdiction in the premises (A) for relief in respect of the Trust or Series J 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 or Series J a bankrupt or insolvent, or seeking reorganization, rehabilitation, liquidation, arrangement, adjustment or composition of or in respect of the Trust or Series J 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 Series J or of any substantial part of any of their properties, or ordering the winding up or liquidation of any of their affairs, (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 Advisor agrees that for any obligations due and owing to it by Series J, the Advisor will look solely and exclusively to the Allocated Assets to satisfy its claims and will not seek to attach or otherwise assert a claim against the other assets of the Trust or Series J, 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 Series J for the benefit of Series J and the obligations of Series J set

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forth herein are not binding upon any of the owners of any Series (“Limited Owners”) individually, but are binding only upon the assets and property identified above and no resort shall be had to the assets of Series J other than Allocated Assets in the Account or any other Series issued by the Trust or the Limited Owners’ personal property for the satisfaction of any obligation or claim hereunder.

4. Obligations of the Trust, the Managing Owner and the Advisor.

(a) The Registration Statement and Prospectus. Each of Series J and the Managing Owner agrees to cooperate and use its good faith, and 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 Interests 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 Interests lawful in any jurisdiction, (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, and (iv) the taking of such other actions as the Managing Owner may reasonably determine to be necessary or advisable in order to comply with any other legal or regulatory requirements applicable to the Trust or Series J. The Advisor agrees to make all required disclosures regarding itself, its officers and 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 counsel to the Managing Owner, to be made in

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the Registration Statement and Prospectus and in applications to any such jurisdictions by reason of any law or regulation applicable to the Trust or Series J. Except as required by applicable law or regulations, no description of, or other information relating to, the Advisor may be distributed by the Managing Owner and/or Series J without the prior written consent of the Advisor; provided that distribution (no frequent than weekly) of performance information for periods of one week or greater relating to Series J’s account as a whole (not solely relating to the Allocated Assets of Series J allocated to the Advisor) according to Section 5(c)(B) shall not require consent of the Advisor. In addition, except as required by applicable law or regulations, the Managing Owner and/or Series J shall not disclose or distribute information relating to the Financial Instrument positions in, or purchases or sales of Financial Instruments for, the Account, provided that Series J and/or the Managing Owner will provide the Advisor with prior written notice of the information to be disclosed to the extent that such notice is permissible under the circumstances and will seek, and will allow Advisor to seek, to obtain confidential treatment of such information by the persons to whom it is disclosed.

(b) Road Shows. The Advisor agrees to participate in “road show” and similar presentations in connection with the offering of the Series J Interests to the extent reasonably requested by the Managing Owner, on the following conditions: (i) all expenses incurred by the Advisor in the course of such participation will be paid for by the Managing Owner and/or the Selling Agent, (ii) the Advisor shall not be obligated to take any action which might require registration as a broker-dealer or investment adviser under any applicable federal or state law, and (iii) the Advisor shall not be required to assist in “road show” or similar presentations to the extent that it reasonably believes that doing so would interfere with its trading, marketing or other activities or otherwise would be unduly burdensome to it.

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(c) Advisor Not A Promoter. The parties acknowledge that the Advisor has not been, either alone or in conjunction with the Selling Agent or its affiliates, an organizer or promoter of Series J, and it is not intended by the parties that the Advisor shall have any liability as such.

(d) Filings. The Advisor acknowledges that 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 Interests. Upon any such withdrawal or termination, this Agreement shall terminate and, except for the payment of expenses as set forth in subparagraph 4(b) above and in paragraph 2, neither Series J nor the Managing Owner shall have any obligations to the Advisor with respect to this Agreement nor shall the Advisor have any obligations to Series J or the Managing Owner with respect to this Agreement.

(e) Representation Agreement. On or prior to the commencement of the offering of Interests pursuant to the Prospectus, the parties agree to execute a Representation Agreement (the “Representation Agreement”) relating to the offering of the Series J Interests substantially in the form of Exhibit C to this Agreement.

5. Advisor Independence.

(a) Independent Contractor. The Advisor shall for all purposes herein be deemed to be an independent contractor with respect to Series J, the Managing Owner and each other trading advisor that may in the future provide trading advisory services to Series J and the Managing Owner and its affiliates, and shall, unless otherwise expressly authorized, have no

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authority to act for or to represent Series J, the Managing Owner, any other trading advisor or the Selling Agent in any way or otherwise be deemed to be a general agent, joint venturer or partner of Series J, the Managing Owner, any other trading advisor, or in any way be responsible for the acts or omissions of Series J, the Managing Owner, any other trading advisor as long as it is acting independently of such persons.

(b) Purchase of Interests. Any of the Advisor, its principals and employees may, in its discretion, purchase Interests in the Trust.

(c) Confidentiality. Series J and the Managing Owner acknowledge that the Trading Approach (including methods, models and strategies of the Advisor) and positional information, trading records, and performance information of the Account are the proprietary properties of the Advisor. Each of Series J and the Managing Owner agrees to maintain in strict confidence any and all Confidential Information (as defined below) regarding the Advisor which it obtains pursuant to or in connection with this Agreement or the relationship created hereby and agrees that (i) it shall use such Confidential Information solely in the performance of its duties hereunder; (ii) it shall not disclose any such Confidential Information to any person other than the Privileged Persons (as defined below) except:

(A) as required to do so by applicable laws, the request of any regulatory body or valid legal process, provided, however, that Series J and/or the Managing Owner will provide the Advisor with prior written notice of the information to be disclosed to the extent that such notice is permissible under the circumstances and will seek, and will allow Advisor to seek, to obtain confidential treatment of such information by the persons to whom it is disclosed; and

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(B) as for performance information, Series J and the Managing Owner can disclose no more frequently than weekly to Limited Owners estimated performance returns of Series J as whole (and not the Advisor’s performance for the Account) only for periods of one week or greater (i.e. any two time points used for measuring the return performance of the Series J as a whole must be apart by one week or more). For avoidance of doubt, Series J and the Managing Owner may not disclose more than once per week to Limited Owners any performance information with respect to Series J or the Advisor for time periods shorter than one week, information relating to the Financial Instrument positions in, or purchases or sales of Financial Instruments for, the Account.

As used herein the term “Privileged Persons” shall only include Series J the Managing Owner, the Managing Owner Affiliates (as defined below), and each such party’s officers and employees, attorneys, accountants and Series J’s administrator and prime broker who need to know such Confidential Information solely for the purpose of servicing this Account. (Series J and the Managing Owner represent that the Privileged Persons are bound by confidentiality agreements.); for avoidance of doubt, the Privileged Persons shall exclude any Limited Owners, any affiliate of the Managing Owner and their respective officers and employees.

As used herein the term “Confidential Information” shall mean and include, but not be limited to, each party’s respective proprietary or confidential market and/or computerized investment approaches, trading systems or programs, mathematical models, simulated results, simulation software, price or research databases, trading records and positional information of the Account, performance data of the Account (including but not limited to actual or estimated returns of periods shorter than one month), other research, algorithms, numerical techniques,

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analytical results, technical data, strategies and methodologies, business methods, trade secrets, internal marketing materials or memoranda, corporate policies, supervisory and risk control techniques and procedures, fee and compensation structures, trader trial programs, investor and contact lists, knowledge of facilities and any books and records made available to either party and any other proprietary materials or information; provided, however, that the term Confidential Information shall not include any such information which (a) was in the non-disclosing party’s possession prior to its being furnished under the terms of this Agreement, (b) is now, or hereafter becomes, through no act or failure to act on the part of the non-disclosing party, generally known to the public, (c) is rightfully obtained by the non-disclosing party from a third party, without breach of any obligation to the disclosing party, or (d) has been independently developed by the non-disclosing without use of or reference to the Confidential Information prior to this Agreement.

As used herein the term “Managing Owner Affiliates” shall only include those companies that are wholly owned, directly or indirectly, by Kenneth A. Shewer and Marc S. Goodman, including any parent companies, subsidiaries, affiliates or other entities that control, are controlled by, or are under common control with, the Managing Owner.

Upon termination of this Agreement or completion of the services contemplated by this Agreement, or at any time that either party may so request, Series J and the Managing Owner, as the recipient of Confidential Information (“Recipient”), shall promptly return to the disclosing party (the “Provider”), or destroy, all Confidential Information in the Recipient’s possession, except that neither party is required to return to the Provider or destroy any Confidential Information that the Recipient must retain pursuant to applicable law.

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Series J and the Managing Owner each acknowledge that the Advisor hereto shall be irreparably injured if Series J and/or the Managing Owner violate the confidentiality obligations set forth in this Section 5(c). Series J and the Managing Owner further acknowledge and agree that Advisor shall be entitled to a court order enjoining any such violation without proof of irreparable harm or the posting of any bond or other security, and that Series J and the Managing Owner shall not challenge the granting of such relief or any requests therefore. Series J and/or the Managing Owner shall notify Advisor immediately upon discovery of any unauthorized use of or access to or disclosure of Confidential Information or any threat of doing so, and shall cooperate with Advisor in every reasonable way to help regain possession of such Confidential Information and to prevent its further unauthorized use or access. Series J and the Managing Owner each agree that they shall not, and shall not cause anyone to, engage in financial transactions based on the Advisor’s Confidential Information. Series J and the Managing Owner each further agree that they shall not, and shall not cause anyone, to use any information or data concerning the Account or its trading activities to recreate or reverse engineer any of the Advisor’s investment strategies, models or processes.

This Section 5 (c) shall survive the termination of this Agreement.

6. Broker.

All Financial Instruments traded for the account of Series J shall be made through such broker or brokers or counterparty or counterparties as Series J directs or otherwise in accordance with such order execution procedures as are agreed upon between the Advisor and Series J. Except as set forth below, the Advisor shall not have any authority or responsibility in selecting or supervising any floor broker or counterparty for execution of Financial Instruments

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trades of Series J or for negotiating floor brokerage commission rates or other compensation to be charged therefor. The Advisor shall not be responsible for determining that any such broker or counterparty used in connection with any Financial Instruments transactions meets the financial requirements or standards imposed by Series J’s Trading Policies and Limitations. At the present time it is contemplated that Series J will execute and clear all Financial Instruments trades through UBS Securities LLC or UBS AG. The Advisor may, however, with the consent of Series J, such consent not to be unreasonably withheld, execute transactions at such other firm(s), and upon such terms and conditions, as the Advisor and Series J agree if such firm(s) agree to “give up” all such transactions to UBS Securities LLC or UBS AG for clearance. To the extent that Series J determines to utilize a broker or counterparty other than UBS Securities LLC or UBS AG, Series J will consult with the Advisor prior to directing it to utilize such broker or counterparty, and will not retain the services of such firm(s) over the reasonable objection of the Advisor.

7. Fees.

In consideration of and in compensation for the performance of the Advisor’s services under this Agreement, the Advisor shall receive from Series J a monthly management fee (the “Management Fee”) and a quarterly incentive fee (the “Incentive Fee”) based on the Allocated Assets, which in all events shall be unaffected by the performance of the other Series or any other trading advisor, as follows:

(a) A Management Fee equal to 1/6% of 1% (0.16667%) of the Allocated Assets determined as of the close of business on the last day of each month (an annual rate of 2%). For purposes of determining the Management Fee, any distributions, redemptions, or

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reallocation of the Allocated Assets made as of the last day of a month shall be added back to the Allocated Assets and there shall be no reduction for (i) any accrued but unpaid incentive fees due the Advisor under paragraph (b) below for the quarter in which such fees are being computed, or (ii) any accrued but unpaid extraordinary expenses (as defined in the Trust Agreement). The Management Fee determined for any month in which an Advisor manages the Allocated Assets for less than a full month shall be pro rated, such proration to be calculated on the basis of the number of days in the month the Allocated Assets were under the Advisor’s management as compared to the total number of days in such month, with such proration to include appropriate adjustments for any funds taken away from the Advisor’s management during the month for reasons other than distributions or redemptions, including but not limited to the reduction of the Allocated Assets allocated to the Advisor’s management resulting from the payment of extraordinary expenses. Management fees paid pursuant to this Section are non-refundable.

(b) An Incentive Fee of twenty per cent (20%) (the “Incentive Fee”) of “New High Net Trading Profits” (as hereinafter defined) generated on the Allocated Assets, 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”).

New High Net Trading Profits (for purposes of calculating the Advisor’s Incentive Fee only) will be computed as of the Incentive Measurement Date and will include such profits (as outlined below) since the immediately preceding Incentive Measurement Date (or, with respect to the first Incentive Measurement Date, since commencement of operations of Series J (each an “Incentive Measurement Period”).

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New High Net Trading Profits for any Incentive Measurement Period will be the net profits, if any, from trading the Allocated Assets during such period (including (i) realized trading profit (loss) plus (or minus) (ii) the change in unrealized trading profit (loss) on open positions) and will be calculated after the determination of Series J’s transaction costs attributable to the Allocated Assets, the Advisor’s Management Fee, the operating expenses for which the Allocated Assets are responsible (for avoidance of doubt, such operating expenses, currently estimated to be 0.68% per annum of the Allocated Assets, only include fees and expenses relating to fund administration, legal and accounting/auditing), and any extraordinary expenses (e.g., litigation, costs or damages) paid during an Incentive Measurement Period which are specifically related to the Advisor, but before deduction of any Incentive Fees payable during the Incentive Measurement Period. New High Net Trading Profits will not include interest earned or credited on the Allocated Assets. New High Net Trading Profits will be generated only to the extent that the Advisor’s cumulative New High Net Trading Profits exceed the highest level of cumulative New High Net Trading Profits achieved by the Advisor as of a previous Incentive Measurement Date. Except as set forth below, net losses from prior quarters must be recouped before New High Net Trading Profits can again be generated. If a withdrawal or distribution occurs or if this Agreement is terminated at any date that is not an Incentive Measurement Date, the date of the withdrawal or distribution or termination 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 Advisor until the next scheduled Incentive Measurement Date. New High Net Trading Profits for an Incentive Measurement Period shall exclude capital contributions to Series J in an Incentive Measurement Period, distributions or redemptions paid or payable by Series J during an Incentive Measurement Period, as well as

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losses, if any, associated with redemptions, distributions, and reallocations of assets during the Incentive Measurement Period and prior to the Incentive Measurement Date (i.e., to the extent that assets are allocated away from the Advisor (through redemptions, distributions or allocations caused by Series J), any loss carryforward attributable to the Advisor shall be reduced in the same proportion that the value of the assets allocated away from the Advisor comprises the value of the Allocated Assets prior to such allocation away from the Advisor. In calculating cumulative 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.

Notwithstanding the foregoing, the Advisor acknowledges and agrees that

(c) Timing of Payment. Management Fees and Incentive Fees shall be paid within fifteen (15) business days following the end of the period for which they are payable. The first incentive fee which may be due and owing to the Advisor in respect of any New High Net Trading Profits will be due and owing as of the end of the first calendar quarter during which the Trading Advisor managed the Allocated Assets for at least forty five (45) days. If an Incentive Fee shall have been paid by the Trust to the Advisor in respect of any calendar quarter and the Advisor shall incur subsequent losses on the Allocated Assets the Advisor shall nevertheless be entitled to retain amounts previously paid to it in respect of New High Net Trading Profits.

(d) Fee Data. Series J will provide the Advisor with the data used by Series J to compute the foregoing fees within ten (10) business days of the end of the relevant period. The Advisor shall be free to contest the calculations if in its reasonable judgment they are inaccurate.

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(e) Third Party Payments. Neither the Advisor, nor any of its officers, directors, employees or stockholders, shall receive any commissions, compensation, remuneration or payments whatsoever from any broker with which Series J carries an account for transactions executed in Series J’s account. The parties acknowledge that a spouse of any of the foregoing persons may receive floor brokerage commissions in respect of trades effected pursuant to the Advisor’s Trading Approach on behalf of Series J, which payment shall not violate the preceding sentence.

8. Term and Termination.

(a) Term. This Agreement shall commence on the date hereof and, unless sooner terminated pursuant to paragraphs (b), (c) or (d) of this Section 8, shall continue in effect until the close of business on the last day of the month ending 12 full months following the commencement of Series J’s trading activities. Thereafter, unless this Agreement is terminated pursuant to paragraphs (b), (c) or (d) of this Section 8, this Agreement shall be renewed automatically on the same terms and conditions set forth herein for successive additional twelve-month terms, each of which shall commence on the first day of the month subsequent to the conclusion of the preceding term. Subject to Section 8(d)(iv) hereof, the automatic renewal(s) set forth in the preceding sentence hereof shall not be affected by (i) any allocation of the Allocated Assets away from the Advisor pursuant to this Agreement, or (ii) the retention of Other Advisors following a reallocation, or otherwise.

(b) Automatic Termination. This Agreement shall terminate automatically in the event that the Trust or Series J is terminated. In addition, this Agreement shall terminate automatically in the event that the Allocated Assets decline as of the end of any business day by

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at least 40% 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 ongoing basis by (A) any decline(s) in the Allocated Assets caused by distributions, redemptions, reallocations, and withdrawals, and (B) additions to the Allocated Assets caused by additional allocations.

(c) Optional Termination Right of Series J. This Agreement may be terminated at any time at the election of Series J in its sole discretion upon at least thirty (30) days’ prior written notice to the Advisor. Series J 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 Advisor in the event that: (i) Series J determines in good faith following consultation appropriate under the circumstances with the Advisor that the 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 Series J; (ii) Series J determines in good faith following consultation appropriate under the circumstances with the Advisor that the Advisor has failed to conform, and after receipt of written notice, continues to fail to conform in any material respect, to (A) any of Series J’s Trading Policies and Limitations, or (B) the Advisor’s Trading Approach; (iii) there is an unauthorized assignment of this Agreement by the Advisor; (iv) the Advisor dissolves, merges or consolidates with another entity, or sells a substantial portion of its assets, or a change in any material respect in any portion of the Advisor’s Trading Approach utilized by the Advisor for Series J, without the consent of Series J; (v) the principals of the Advisor listed in the Prospectus are not in control of the Advisor’s trading activities for Series J; (vi) the Advisor becomes bankrupt (admitted or decreed) or insolvent, (vii) for any other reason, Series J determines in good faith that such termination is essential for the protection of Series J,

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including without limitation a good faith determination by Series J that the Advisor has breached a material obligation to Series J under this Agreement relating to the trading of the Allocated Assets.

(d) Optional Termination Right of Advisor. The Advisor shall have the right to terminate this Agreement at any time in its sole discretion upon at least thirty (30) days’ prior written notice to Series J and the Managing Owner. Any such termination shall be effective as of the last Business Day of the month in which such 30^th day shall fall. The Advisor shall also have the right to terminate this Agreement at any time upon written notice to Series J and the Managing Owner, appropriate under the circumstances, in the event: (i) of the receipt by the Advisor of an opinion of independent counsel reasonably satisfactory to the Advisor and Series J that by reason of the Advisor’s activities with respect to Series J it is required to register as an investment adviser under the Investment Advisers Act of 1940 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 as a commodity pool operator is revoked, suspended, terminated or not renewed; (iii) that Series J (A) imposes additional trading limitation(s) pursuant to Section 1 of this Agreement which the Advisor does not agree to follow in its management of the Allocated Assets, or (B) overrides trading instructions of the Advisor or does not consent to a material change to the Trading Approach requested by the Advisor; (iv) if the amount of the Allocated Assets decreases to less than $10 million as the result of redemptions, distributions, reallocations of the Allocated Assets or deleveraging initiated by Series J, but not trading losses, as of the close of business on the last Business Day of any month; (v) Series J elects (pursuant to Section 1 of this Agreement) to have the Advisor use a different Trading Approach in the Advisor’s management of the Allocated Assets from that which the Advisor is then using to manage such

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assets and the Advisor objects to using such different Trading Approach; (vi) there is an unauthorized assignment of this Agreement by Series J; (vii) there is a material breach of this Agreement by Series J and after giving written notice to Series J which identifies such breach and such material breach has not been cured within 10 days following receipt of such notice by Series J; or (viii) other good cause is shown and the written consent of Series J is obtained (which shall not be withheld or delayed unreasonably).

(e) Termination Fees. In the event that this Agreement is terminated with respect to, or by, the Advisor pursuant to this Section 8 or Series J allocates its assets to Other Advisors, the Advisor shall be entitled to, and Series J 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 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 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 Open Positions. Once terminated, the Advisor shall have no responsibility for existing positions, including delivery issues, if any, which may result from such positions.

9. Liquidation of Positions.

The Advisor agrees to liquidate open positions in the amount that Series J informs the Advisor, in writing via facsimile or other equivalent means, that Series J considers necessary or advisable to liquidate in order to (i) effect any termination or reallocation pursuant to Sections

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1 or 8, respectively, or (ii) fund its pro rata share of any redemption, distribution or Series J expense. Series J shall not, however, have authority to instruct the Advisor as to which specific open positions to liquidate, except as provided in Section 1 hereof. Series J shall provide the Advisor with such reasonable prior notice of such liquidation as is practicable under the circumstances and will endeavor to provide at least three (3) days’ prior notice. In the event that losses incurred as a result of such liquidation by the Advisor exceed the amount of the Allocated Assets, Series J agrees to cover such excess losses from its assets, but in no event from the assets of the other Series issued by the Trust. The Advisor shall have no liability for such losses.

10. Other Accounts of the Advisor.

(a) Management of Other Accounts and Trading Proprietary Capital. Subject to paragraph (b) of this Section 10, the Advisor shall be free to (i) manage and trade accounts for other investors (including other public and private commodity pools), and (ii) trade for its own account, and for the accounts of its partners, shareholders, directors, officers and employees, as applicable, using the same or other information and Trading Approach utilized in the performance of services for Series J.

(b) Equitable Treatment of Accounts. The Advisor agrees, in its management of accounts other than the account of Series J pursuant to the Trading Approach being used by Series J, that it will not knowingly or deliberately favor any other account managed or controlled by it or any of its principals or affiliates (in whole or in part) over Series J. The preceding sentence shall not be interpreted to preclude (i) the Advisor from charging another client fees which differ from the fees to be paid to it hereunder, or (ii) an adjustment by the Advisor in the implementation of any agreed upon Trading Approach in accordance with the procedures set

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forth in Section 1 hereof which is undertaken by the Advisor in good faith in order to accommodate additional accounts. Notwithstanding the foregoing, the Advisor also shall not be deemed to be favoring another account over Series J’s account if the Advisor, in accordance with specific instructions of the owner of such account, shall trade such account at a degree of leverage or in accordance with trading policies which shall be different from that which would normally be applied or if the Advisor, in accordance with the Advisor’s money management principles, shall not trade certain contracts for an account based on the amount of equity in such account. The Advisor, upon reasonable request and receipt of adequate assurances of confidentiality, shall provide Series J with an explanation of the differences, if any, in performance between Series J and any other similar account pursuant to the same Trading Approach for which the Advisor or any of its principals or affiliates acts as a trading advisor (in whole or in part), provided, however, that the Advisor may, in its discretion, withhold from any such inspection the identity of the client for whom any such account is maintained.

(c) Inspection of Records. Upon the reasonable request of, and upon reasonable notice from, Series J or the Managing Owner, the Advisor shall permit Series J or the Managing Owner to review at the Advisor’s offices, in each case at its own expense, during normal business hours such trading records as it reasonably may request for the purpose of confirming that Series J has been treated equitably with respect to advice rendered during the term of this Agreement by the Advisor for other accounts managed by the Advisor, which the parties acknowledge to mean that Series J or the Managing Owner may inspect, subject to such restrictions as the 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 Advisor as it reasonably may request during normal business hours. The Advisor may, in its

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discretion, withhold from any such report or inspection the identity of the client for whom any such account is maintained and in any event, Series J or the Managing Owner (as applicable) shall keep all such information obtained by them from the Advisor confidential unless disclosure thereof legally is required or has been made public (other than information made public by Series J or the Managing Owner). Such right will terminate one year after the termination of this Agreement, and moreover, such right does not permit access to computer programs, records, or other information used in determining trading decisions.

Notwithstanding the foregoing, the obligation of Series J and the Managing Owner to keep confidential of any non-public information concerning the Advisor is subject to Section 5(c) hereunder and shall survive termination of this Agreement.

11. Redemptions, Distributions, Reallocations and Additional Allocations.

(a) Notice. Series J agrees to give the Advisor at least two (2) business days prior notice of any proposed redemptions, exchanges, distributions, reallocations, additional allocations, or withdrawals affecting the Allocated Assets.

(b) Allocations. Redemptions, exchanges, withdrawals, and distributions of Interests shall be charged against the Allocated Assets.

12. Brokerage Confirmations and Reports.

Series J will instruct its brokers and counterparties to furnish the Advisor with copies of all trade confirmations, daily equity runs, and monthly trading statements relating to the Allocated Assets. The Advisor will maintain records and will monitor all open positions relating thereto; provided, however, that the Advisor shall not be responsible for any errors by

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Series J’s brokers or counterparties. Series J also will furnish the 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 Advisor shall, at Series J’s request, make a good faith effort to provide Series J with copies of all trade confirmations, daily equity runs, monthly trading reports or other reports sent to the Advisor by Series J’s broker regarding Series J, and in the Advisor’s possession or control, as Series J deems appropriate if Series J cannot obtain such copies on its own behalf. Upon request, Series J will provide the Advisor with accurate information with respect to the Allocated Assets.

13. The Advisor’s Representations and Warranties.

The Advisor represents and warrants that:

(a) it has full capacity and authority to enter into this Agreement, and to provide the services required of it hereunder;

(b) it will not by entering into this Agreement and by acting as a trading advisor to Series J, (i) be required to take any action contrary to its incorporating or other formation documents or, to the best of its knowledge, any applicable statute, law or regulation of any jurisdiction or (ii) breach or cause to be breached any undertaking, agreement, contract or to the best of its knowledge, statute, rule or regulation to which it is a party or by which it is bound which, in the case of (i) or (ii), would materially limit or materially adversely affect its ability to perform its duties under this Agreement; and

(c) a copy of its most recent Private Placing Memorandum for the Ortus Fund (Cayman) Limited (the “Memorandum”) has been provided to Series J in the form of Exhibit D

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hereto (and Series J acknowledges receipt of such Memorandum) and, except as disclosed in such Memorandum, all information in such Memorandum (including, but not limited to, background, performance, trading methods and trading systems) is true, complete and accurate in all material respects;

The within representations and warranties shall be continuing during the term of this Agreement, and, if at any time, any event has occurred which would make or tend to make any of the foregoing not true in any material respect with respect to the Advisor, the Advisor promptly will notify Series J in writing thereof.

14. The Managing Owner’s and Series J’s Representations and Warranties.

Each of the Managing Owner and Series J represents and warrants only as to itself (and, further, provided that only the Managing Owner is making the representations and warranties in Section 14(c) and Section 14(e)(ii), and only Series J is making the representations and warranties in Section 14(e)(i)) that:

(a) each has the full capacity and authority to enter into this Agreement and to perform its obligations hereunder;

(b) it will not (i) be required to take any action contrary to its incorporating or other formation documents or any applicable statute, law or regulation of any jurisdiction or (ii) breach or cause to be breached (A) any undertaking, agreement, contract, statute, rule or regulation to which it is a party or by which it is bound or (B) any order of any court or governmental or regulatory agency having jurisdiction over it, which in the case of (i) or (ii)

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would materially limit or materially adversely affect the performance of its duties under this Agreement;

(c) it is registered as a commodity pool operator under the CE Act and is a commodity pool operator member of the NFA, and it will maintain and renew such registration and membership during the term of this Agreement;

(d) this Agreement has been duly and validly authorized, executed and delivered, and is a valid and binding agreement, enforceable against each of them, in accordance with its terms; and

(e) on the date hereof, it is, and during the term of this Agreement, it will be (i) in the case of Series J, in good standing under the laws of the State of Delaware, and in good standing and qualified to do business in each jurisdiction in which the nature and conduct of its business requires such qualification and where the failure to be so qualified would materially adversely affect its ability to perform its obligations under this Agreement, and (ii) in the case of the Managing Owner, a duly formed and validly existing corporation, in each case, in good standing under the laws of the State of Delaware and in good standing and qualified to do business in each jurisdiction in which the nature and conduct of its business requires such qualification and where the failure to be so qualified would materially adversely affect its ability to perform its obligations under this Agreement.

The within representations and warranties shall be continuing during the term of this Agreement, and, if at any time, any event has occurred which would make or tend to make any of the foregoing not true in any material respect, Series J in the case of its representations

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and warranties, and the Managing Owner in the case of its representations and warranties, promptly will notify the Advisor in writing.

15. Assignment.

This Agreement may not be assigned by any of the parties hereto without the express prior written consent of the other parties hereto, except that the Advisor shall have full power to delegate the whole or any part of its function hereunder to Ortus Capital Management Limited —a Hong Kong incorporated company and licensed by the Securities and Futures Commission of Hong Kong to carry on asset management (type 9 regulated activity). The protections granted to the Advisor in this Agreement shall also apply to Ortus Capital Management Limited. Such protections include Section 2 “Indemnifications” and Section 1(h) “Liability” of this Agreement.

16. Successors.

This Agreement shall be binding upon and inure to the benefit of the parties hereto and the successors and permitted assignees 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 “assignees” shall not include any purchasers, as such, of Interests.

17. Amendment or Modification or Waiver.

(a) Changes to Agreement. 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, except that an amendment to, a modification of, or a waiver of any provision of the Agreement as to the Advisor need not be consented to by any Other Advisor.

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(b) 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.

18. 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 or Series J:

Preferred Investment Solutions Corp.

900 King Street, Suite 100

Rye Brook, NY 10573

Attention: General Counsel

Facsimile: (914) 307 – 4045

and in either case with a copy to:

Katten Muchin Rosenman LLP

575 Madison Avenue

New York, New York 10022

Attention: Fred M. Santo, Esq.

Facsimile: (212) 940-8563

If to the Advisor:

Ortus Capital Management (Cayman) Limited

c/o Ortus Capital Management Limited

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Unit 2706, 27^th Floor

The Center, 99 Queen’s Road Central

Hong Kong

Attn: “James” Xin SHANG

Facsimile: +852 2169 3048

19. Governing Law.

Each party agrees that this Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to the conflict of laws principles thereof.

20. Survival.

The provisions of this Agreement shall survive the termination of this Agreement with respect to any matter arising while this Agreement was in effect.

21. Promotional Literature.

Each party agrees that prior to using any promotional literature in which reference to the other parties hereto (other than Other Advisors) is made, it shall furnish in advance 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.

22. No Liability of Limited Owners.

This Agreement has been made and executed by and on behalf of Series J, and the obligations of Series J and/or the Managing Owner set forth herein are not binding upon any of

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the Limited Owners, but rather, are binding only upon the assets and property of Series J, and, to the extent provided herein, upon the assets and property of the Managing Owner.

23. 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.

24. Complete Agreement.

Except as otherwise provided herein, this Agreement and the Representation Agreement constitute 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.

25. Counterparts.

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute one original instrument.

26. Arbitration, Remedies.

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 pursuant to the rules of the NFA or, if the NFA should refuse to accept the matter, the American Arbitration Association.

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IN WITNESS WHEREOF, this Agreement has been executed for and on behalf of the undersigned as of the day and year first above written.

WORLD MONITOR TRUST III- SERIES J
By:	PREFERRED INVESTMENT SOLUTIONS CORP., its sole Managing Owner
By:	/s/ Esther E. Goodman
Name:	Esther E. Goodman
Title:	Chief Operating Officer and Senior Executive Vice President
PREFERRED INVESTMENT SOLUTIONS CORP.
By:	/s/ Esther E. Goodman
Name:	Esther E. Goodman
Title:	Chief Operating Officer and Senior Executive Vice President
ORTUS CAPITAL MANAGEMENT (CAYMAN) LIMITED
By:	/s/ Zhongquan Zhou
Name:	“Joe” Zhongquan ZHOU
Title:	Director

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EXHIBIT A

ORTUS MAJOR CURRENCY PROGRAM

The Advisor will make its trading decisions for Series J according to its Major Currency Program as described in Exhibit D as amended from time to time.

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EXHIBIT B

TRADING LIMITATIONS AND POLICIES

The following limitations and policies are applicable to assets representing the Allocated Assets as a whole and at the outset to the Advisor individually; since the Advisor initially will manage 33.33% of Series J’s Allocated Assets, such application of the limitations and policies is identical initially for Series J and the Advisor. The 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. Series J 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 Advisor, as it, in good faith, deems appropriate in the best interests of Series J, subject to the terms of the Advisory Agreement.

Series J 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 Interests in the other Series. Series J may, however, impose additional trading limitations on the trading activities of Series J without obtaining such approval if Series J or the Managing Owner determines such additional limitations to be necessary in the best interests of Series J.

Trading Limitations

The Advisor will not: (i) engage in pyramiding its Financial Instrument positions (i.e., the use of unrealized profits on existing positions to provide margin for the acquisition of additional positions in the same or a related Financial Instrument), but may take into account

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open trading equity on existing positions in determining generally whether to acquire additional Financial Instrument positions; (ii) borrow or loan money (except with respect to the initiation or maintenance of Financial Instrument positions or obtaining lines of credit for the trading of forward currency contracts; provided, however, that Series J is prohibited from incurring any indebtedness on a non-recourse basis); (iii) permit rebates to be received by Series J or its affiliates, or permit Series J or any affiliate to engage in any reciprocal business arrangements which would circumvent the foregoing prohibition; (iv) permit the Advisor to share in any portion of the brokerage fees paid by Series J; (v) commingle its assets, except as permitted by law; or (vi) permit the churning of its Financial Instrument accounts.

The Advisor 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 Advisor has agreed to abide by the trading policies of Series J, which currently are as follows:

(1) 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 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, no assurance can be given, however, that the clearing broker will be able to

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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) Series J 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) Series J may occasionally make or accept delivery of a Financial Instrument including, without limitation, currencies. Series J also may engage in EFP transactions involving currencies.

(5) Series J may, from time to time, employ trading techniques such as spreads, straddles and conversions.

(6) Series J 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 Financial Instrument, or in excess of 66 2/3% of the Allocated Assets for all Financial Instruments combined. Under certain market conditions, such as an inability to liquidate open Financial Instrument positions because of daily price fluctuations, Series J may be required to commit the Allocated Assets as margin in excess of the foregoing limits and in such case Series J will cause the Advisor to reduce its open futures and option positions to comply to these limits before initiating new Financial Instrument positions.

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(7) To the extent Series J engages in transactions in forward currency contracts other than with or through UBS Securities LLC or UBS AG, Series J 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.

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EXHIBIT C

REPRESENTATION AGREEMENT CONCERNING

THE REGISTRATION STATEMENT AND THE PROSPECTUS

REPRESENTATION AGREEMENT (this “Agreement”) dated as of the 9th day of April, 2007, by and among World Monitor Trust III – Series J (“Series J”), a separate Series of World Monitor Trust III, a Delaware statutory trust (the “Trust”), Kenmar Securities Inc., a Delaware corporation (the “Selling Agent”), Preferred Investment Solutions Corp., a Delaware corporation (the “Managing Owner”), and Ortus Capital Management (Cayman) Limited, a company incorporated in the Cayman Islands (the “Advisor”).

W I T N E S S E T H:

WHEREAS, the Trust is making a public offering (the “Offering”) of units of beneficial interest in the Trust (the “Interests”) issuable in multiple series of Interests (the “Series”), each separately managed by a different professional trading advisor through the Selling Agent, and in connection therewith, the Trust has filed 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 Interests, and as a 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, together with all amendments and supplements thereto, shall be referred to as the “Prospectus”); and

WHEREAS, Series J and the Managing Owner entered into an agreement with the Advisor, dated as of April 9, 2007 (the “Advisory Agreement”), pursuant to which the Advisor has agreed to act as a trading advisor to Series J; and

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WHEREAS, the parties hereto wish to set forth their duties and obligations to each other with respect to the Registration Statement as of its effective date (“Closing Date(s)”).

NOW, THEREFORE, the parties agree as follows:

1. Representations and Warranties of the Advisor. The Advisor hereby represents and warrants to the Selling Agent, Series J, the Trust and the Managing Owner that:

(a) All references in the Registration Statement consented to in writing by the Advisor in the form attached hereto as Exhibit A as of its effective date and the Prospectus as of the Closing Date to (i) the Advisor and its directors, officers and employees, (ii) the Advisor’s Trading Approach (as defined in the Advisory Agreement) and (iii) the actual past performance of discretionary accounts directed by the Advisor or any principal thereof, including the notes to the tables reflecting such actual past performance (hereinafter referred to as the Advisor’s “Past Performance History”) are complete and accurate in all material respects, and as to such persons, the Advisor’s Trading Approach and the Advisor’s Past Performance History, the Registration Statement as of its effective date and the Prospectus as of each Closing Date do 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. The Advisor also represents and warrants as to the accuracy and completeness in all material respects of the underlying data made available by the Advisor to the Trust and the Managing Owner for purposes of preparing the pro forma performance tables, it being understood that no representation or warranty is being made with respect to the calculations used to execute the pro forma performance tables or notes

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thereto. The term “principal” in this Agreement shall have the same meaning as that term in Commodity Futures Trading Commission (the “CFTC”) Regulation § 4.10(e) under the CE Act.

(b) The Advisor will not distribute the Registration Statement, the Prospectus and/or the selling materials related thereto.

(c) This Agreement and the Advisory Agreement have been duly and validly authorized, executed and delivered on behalf of the Advisor and each is a valid and binding agreement enforceable in accordance with its terms. The performance of the Advisor’s obligations under this Agreement and the consummation of the transactions set forth in this Agreement, in the Advisory Agreement and in the Registration Statement as of its effective date and Prospectus as of the Closing Date are not contrary to the provisions of the Advisor’s formation documents, or to the best of its knowledge, any applicable statute, law or regulation of any jurisdiction, and will not result in any violation, breach or default under any term or provision of any undertaking, contract, agreement or order to which the Advisor is a party or by which the Advisor is bound.

(d) The Advisor has all governmental and regulatory licenses, registrations and approvals required by law as may be necessary to perform its obligations under the Advisory Agreement and this Agreement and to act as described in the Registration Statement as of its effective date and the Prospectus as of the Closing Date and it will maintain and renew any required licenses, registrations, approvals or memberships during the term of the Advisory Agreement.

(e) On the date hereof the Advisor is, and at all times during the term of this Agreement will be, a corporation duly formed and validly existing and in good standing under

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the laws of its jurisdiction of incorporation and in good standing and qualified to do business in each jurisdiction in which the nature or conduct of its business requires such qualifications and the failure to be so qualified would materially adversely affect the Advisor’s ability to perform its obligations hereunder or under the Advisory Agreement. The Advisor has full capacity and authority to conduct its business and to perform its obligations under this Agreement, and to act as described in the Registration Statement as of its effective date and the Prospectus as of the Closing Date.

(f) Subject to adequate written assurances of confidentiality, and as requested by the Managing Owner, the Advisor has supplied to or made available for review by the Managing Owner and the Selling Agent (and if requested by the Managing Owner and the Selling Agent to its designated auditor) all documents, statements, agreements and workpapers requested by them relating to all accounts covered by the Advisor’s Past Performance History in the Registration Statement as of its effective date and the Prospectus as of the Closing Date which are in the Advisor’s possession or to which it has access, provided, however, that the Advisor may, in its sole discretion, withhold from any such inspection the identity of the clients for whom any such accounts are maintained or proprietary or confidential information concerning the Trading Approach.

(g) Without limiting the generality of paragraph (a) of this Section 1, neither the Advisor nor any of its principals has managed, controlled or directed, on an overall discretionary basis, the trading for any account which is required by CFTC regulations and the rules and regulations under the 1933 Act to be disclosed in the Registration Statement as of its effective date and the Prospectus as of the Closing Date which is not set forth in the Registration Statement as of its effective date and in the Prospectus as of the Closing Date as required.

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(h) As of the date hereof, there has been no material adverse change in the Advisor’s Past Performance History as set forth in the Registration Statement or in the Prospectus under the caption “ORTUS CAPITAL MANAGEMENT LIMITED” which has not been communicated in writing to and received by the Managing Owner and the Selling Agent or their counsel.

(i) Except for subsequent performance, as to which no representation is made, since the date of the Advisory Agreement, (i) there has not been any material adverse change in the condition, financial or otherwise, of the Advisor or in the earnings, affairs or business prospects of the Advisor, whether or not arising in the ordinary course of business, and (ii) there have not been any material transactions entered into by the Advisor other than those in the ordinary course of its business.

(j) Except as disclosed in the Registration Statement and in the Prospectus, there is no pending, or to the best of its knowledge, threatened or contemplated action, suit or proceeding before or by any court, governmental, administrative or self-regulatory body or arbitration panel to which the Advisor or its principals is a party, or to which any of the assets of the Advisor is subject which reasonably might be expected to result in any material adverse change in the condition (financial or otherwise), business or prospects of the Advisor or which reasonably might be expected to materially adversely affect any of the material assets of the Advisor or which reasonably might be expected to (A) impair materially the Advisor’s ability to discharge its obligations to Series J or (B) result in a matter which would require disclosure in the Registration Statement and/or Prospectus; furthermore, the Advisor has not received any notice of an investigation by any exchange regarding non-compliance with the rules of such

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exchange which investigation reasonably might be expected to materially impair the Advisor’s ability to discharge its obligations under this Agreement or the Advisory Agreement.

2. Covenants of the Advisor. If, at any time during the term of the Advisory Agreement, the Advisor discovers any fact, omission, event or that a change of circumstances has occurred, which would make the Advisor’s representations and warranties in Section 1 of this Agreement inaccurate or incomplete in any material respect, or which might reasonably be expected to render the Registration Statement or Prospectus, with respect to (i) the Advisor or its principals, (ii) the Advisor’s Trading Approach, or (iii) the Advisor’s Past Performance History, untrue or misleading in any material respect, the Advisor will provide prompt written notification to Series J, the Managing Owner and the Selling Agent of any such fact, omission, event or change of circumstance, and the facts related thereto, and it is agreed that the failure to provide such notification or the failure to continue to be in compliance with the foregoing representations and warranties during the term of the Advisory Agreement as soon as possible following such notification shall be cause for Series J to terminate the Advisory Agreement with the Advisor on prior written notice to the Advisor. The Advisor also agrees that, during the term of the Advisory Agreement, from and after the Effective Date of the Registration Statement and for so long as Interests in the Trust are being offered, whether during the Initial Offering Period or during any Continuous Offering Period (as those terms are described in the Prospectus), it will provide the Selling Agent, the Trust and the Managing Owner with updated month-end information relating to the Advisor’s Past Performance History, as required to be disclosed in the performance tables relating to the performance of the Advisor in the Prospectus under the caption “ORTUS CAPITAL MANAGEMENT LIMITED” beyond the periods disclosed therein. The Advisor shall use its best efforts to provide such information within a reasonable period of

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time after the end of the month to which such updated information relates and the information is available to it.

3. Modification of Registration Statement or Prospectus. If any event or circumstance occurs as a result of which it becomes necessary, in the judgment of the Managing Owner and the Selling Agent, 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 Interests subsequent to the Initial Offering Period subject to the limitations set forth in the Advisory Agreement, the 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 or the Selling Agent 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.

4. Advisor’s Closing Obligations. On or prior to the Closing Date with respect to the offering the Interests (the “Initial Closing Date”), and thereafter, only if requested, on or prior to each closing date during the continuous offering of the Interests (each a “Subsequent Closing Date”), the Advisor shall deliver or cause to be delivered, at the expense of the Advisor, to the Selling Agent, the Trust, Series J and the Managing Owner, the reports, certificates, documents and opinions 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 (provided that the Advisor shall not be obligated to provide either a certificate of good standing or an opinion of its counsel more frequently than once per annum absent good cause shown). Unless

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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 Advisor which shall present, for the period from the date after the last day covered by the Advisor’s Past Performance History as set forth under “ORTUS CAPITAL MANAGEMENT LIMITED.” in the Prospectus to the latest practicable month-end before the Closing Date, figures which shall show the actual past performance of the 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 the Advisor’s knowledge, such figures are complete and accurate in all material respects.

(b) A certificate of the Advisor in the form proposed prior to the Closing Date by counsel to the Selling Agent, the Trust, Series J and the Managing Owner, with such changes in such form as are proposed by the Advisor or its counsel and as are acceptable to the Selling Agent, the Trust, Series J and the Managing Owner and their counsel so as to make such form mutually acceptable to the Selling Agent, the Trust, Series J, the Managing Owner, the Advisor, and their respective counsel, to the effect that:

(i) The representations and warranties of the Advisor in Section 1 of this Agreement above are true and correct in all material respects on the date of the certificate as though made on such date.

(ii) Nothing has come to the Advisor’s attention which would cause the 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

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time to time, with respect to the Advisor, or its affiliates, and controlling persons, shareholders, directors, officers or employees of any of the foregoing, or with respect to the Advisor’s 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.

(iii) The 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 Advisor (together with such supporting documents as are set forth in such certificate), in the form proposed prior to the Closing Date by counsel to the Selling Agent, the Trust, Series J and the Managing Owner, with such changes in such form as are proposed by the Advisor or its counsel and are acceptable to the Selling Agent, the Trust, Series J and the Managing Owner and their counsel so as to make such form mutually acceptable to the Selling Agent, the Trust, Series J, the Managing Owner, the Advisor and their respective counsel, with respect to, (i) the continued effectiveness of the organizational documents of the Advisor (ii) the incumbency and genuine signature of the President and Secretary of the Advisor.

(d) A certificate from the state of formation of the Advisor, to be dated at, on or around the Closing Date, as to its formation and good standing.

(e) An opinion of counsel, in form and substance satisfactory to the Trust, Series J, the Managing Owner and the Selling Agent and their counsel, dated the Closing Date, to the following effect:

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(i) The Advisor is a duly formed and validly existing corporation in good standing under the laws of the state of its formation and, if different, the state where it conducts its primary business activity and the Advisor has full corporate power and authority under its Certificate of Incorporation to perform its obligations under the Advisory Agreement and under this Agreement, and to act as described in the Registration Statement as of its effective date and in the Prospectus as of the Closing Date.

(ii) Each of the Advisory Agreement and this Agreement have been duly and validly authorized, executed and delivered on behalf of the Advisor, and assuming the due execution and delivery of each such Agreement by the Trust, the Selling Agent, Series J, the Trustee and the Managing Owner, as applicable, each such agreement constitutes the legal, valid and binding obligations of the Advisor, enforceable in accordance with their respective terms, except as the same may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws at the time in effect affecting creditors rights generally, or by applicable principles of equity, whether in an action at law or in equity, and except that the enforceability of the indemnification, exculpation and severability provisions may be limited under applicable federal or state securities, commodities and other laws or by public policy; and the execution and delivery of such agreements and the incurrence of the obligations thereunder and the consummation of the transactions set forth in such agreements and in the Prospectus will not violate or result in a breach of the Advisor’s formation documents, and, to the best of such counsel’s knowledge, after due inquiry, will

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not result in any violation, breach or default under any term or provision of any undertaking, contract, agreement or order to which the Advisor is a party or by which the Advisor is bound.

(iii) Subject to subparagraph (iv) of this Section 4(e), to the best of such counsel’s knowledge, after due inquiry, the Advisor has obtained all required governmental and regulatory licenses, registrations and approvals required by law as may be necessary in order to perform its obligations under the Advisory Agreement and under this Agreement and to act as described in the Registration Statement as of its effective date and the Prospectus as of the Closing Date and such licenses, registrations and approvals have not, to the best of such counsel’s knowledge, after due inquiry, been rescinded, revoked or otherwise removed.

(iv) Assuming that the Trust is operated as described in the Prospectus, the Advisor is not required to be licensed or registered as an investment adviser under the Advisers Act (even if it voluntarily is so registered), or to such counsel’s knowledge, without independent investigation, as an investment adviser or commodity trading advisor under the laws of any state of the U.S., in order to perform its obligations under the Advisory Agreement or under this Agreement, or to act as described in the Registration Statement as of its effective date and the Prospectus as of the Closing Date. The foregoing opinion may be qualified by the fact that such counsel is not admitted to practice law in all jurisdictions, and by the fact that in rendering its opinion such counsel has relied solely upon an examination of the Blue Sky securities laws and related rules, regulations, and administrative determinations, if any, promulgated thereunder, of the various

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jurisdictions as reported in customarily relied upon standard compilations, and upon such counsel’s understanding of the various conclusions expressed, formally or informally, by administrative officials or other employees of the various regulatory or other governmental agencies or authorities concerned.

(v) To such counsel’s knowledge without independent investigation, except as described in the Prospectus, or in a schedule delivered by counsel to the Selling Agent, Series J and the Managing Owner prior to the date hereof, there is no pending, or threatened, suit or proceeding, known to such counsel, before or by any court, governmental or regulatory body or arbitration panel to which the Advisor or any of the assets of the Advisor or any of its principals is subject and which reasonably might be expected to result in any material adverse change in the condition (financial or otherwise), business or prospects of the Advisor or any of its principals or which reasonably might be expected materially adversely to affect any of the assets of the Advisor or any of its principals or which reasonably might be expected to (A) impair materially the Advisor’s ability to discharge its obligations to Series J or (B) result in a matter which would require disclosure in the Registration Statement or Prospectus; and, to the best of such counsel’s knowledge, neither the Advisor nor any of its principals has received any notice of an investigation by any exchange, regarding non-compliance with its rules, which investigation reasonably might be expected to (A) impair materially the Advisor’s ability to discharge its obligations to Series J or (B) result in a matter which would require disclosure in the Registration Statement or Prospectus.

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(vi) With respect to the Advisor and its affiliates and controlling persons, shareholders, directors, officers and employees of any of the foregoing, and with respect to the Advisor’s Trading Approach, nothing has come to the attention of such counsel that leads such counsel to believe that the Registration Statement (at the time it initially became effective and at the time any post-effective amendment thereto became effective) or the Prospectus contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or which is necessary to make the statements therein (with respect to the Prospectus, in light of the circumstances in which they are made) not misleading, except that such counsel is not required to express any opinion or belief as to the financial statements or other financial or statistical data, past performance tables, notes or descriptions thereto or other past performance information contained in the Registration Statement or in the Prospectus.

In rendering the foregoing opinions, such counsel may rely (i) as to matters of fact, on a certificate of an officer of the Advisor, unless such counsel has actual knowledge otherwise, and (ii) as to matters of law of states other than that in which they are licensed to practice law, upon the opinions of other counsel, in each case satisfactory in form and substance to counsel to the Managing Owner, Series J and the Selling Agent, and such counsel shall state that they believe the Managing Owner, Series J and the Selling Agent may rely on them.

5. Advisor Acknowledgements. The Advisor acknowledges that: (i) it may be a condition to each closing under the Selling Agreement that the Selling Agent shall have received, at no cost to the Advisor, letter(s) from certified public accountants or other reputable professionals selected by the Selling Agent with respect to the Past Performance History of the

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Advisor as set forth in the Selling Agreement, and (ii) the Trust may at any time withdraw the Registration Statement from the SEC or otherwise terminate the Registration Statement or the offering of Interests, and upon any such withdrawal or termination or if the “minimum” number of Interests, as described in the Prospectus, is not sold, this Agreement shall terminate and none of the parties hereto shall have any obligation to any other party pursuant to this Agreement, except pursuant to Section 10 of this Agreement to the extent that such section is applicable.

6. Representations and Warranties of Series J, the Selling Agent and the Managing Owner. The Managing Owner hereby only represents and warrants as to itself and on behalf of the Trust (as applicable), the Selling Agent J hereby only represents and warrants as to itself, and Series J hereby only represents and warrants as to itself, to the Advisor that:

(a) On the date hereof (i) the Trust is, and at all times during the term of this Agreement and the Advisory Agreement will be, a duly formed and validly existing statutory trust in good standing under the laws of the State of Delaware, and is, and at all times during the term of this Agreement and the Advisory Agreement will be, in good standing and qualified to do business in each jurisdiction in which the nature or conduct of its business requires such qualifications and in which the failure to be so qualified materially adversely would affect its ability to perform its obligations under this Agreement and to operate as described in the Prospectus, and (ii) the Managing Owner is, and at all times during the term of this Agreement and the Advisory Agreement will be, a duly formed and validly existing corporation in good standing under the laws of the State of Delaware, and is, and at all times during the term of this Agreement and the Advisory Agreement will be, in good standing and qualified to do business as a foreign corporation in each other jurisdiction in which the nature or conduct of its business requires such qualifications and in which the failure to be so qualified materially adversely

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would affect its ability to act as Managing Owner of the Trust and to perform its obligations hereunder and under the Advisory Agreement, and each of Series J, the Trust and the Managing Owner has full capacity and authority to conduct its business and to perform its obligations under this Agreement and the Advisory Agreement (as the case may be), and to act as described in the Registration Statement as of its effective date and the Prospectus as of the Closing Date.

(b) Each of this Agreement and the Advisory Agreement has been duly and validly authorized, executed and delivered on behalf of Series J and the Managing Owner, is a valid and binding agreement of Series J and the Managing Owner, and is enforceable in accordance with its terms. This Agreement has been duly and validly authorized, executed and delivered on behalf of the Trust, is a valid and binding obligation of the Trust, and is enforceable in accordance with its terms. The performance of Series J’s, the Managing Owner’s and the Trust’s obligations under this Agreement and under the Advisory Agreement (as the case may be) and the consummation of the transactions set forth in this Agreement and the Advisory Agreement, and in the Registration Statement as of its effective date and Prospectus as of the Closing Date are not contrary to the provisions of the Trust’s Declaration of Trust and Trust Agreement (the “Trust Agreement”), or the Managing Owner’s Articles of Incorporation or By-Laws, respectively, any applicable statute, law or regulation of any jurisdiction and will not result in any violation, breach or default under any term or provision of any undertaking, contract, agreement or order, to which Series J, the Managing Owner or the Trust, is a party or by which Series J, the Managing Owner or the Trust is bound.

(c) Each of the Managing Owner and the Trust (as the case may be) has obtained all required governmental and regulatory licenses, registrations and approvals required by law as may be necessary to perform their obligations under this Agreement and under the

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Advisory Agreement and to act as described in the Registration Statement as of its effective date and in the Prospectus as of the Closing Date (including, without limitation, the Managing Owner’s registration as a commodity pool operator under the CE Act and membership as a commodity pool operator with the NFA) and will maintain and renew any required licenses, registrations, approvals and memberships required during the term of this Agreement and the Advisory Agreement.

(d) Series J is not required to be registered as an investment company under the United States Investment Company Act of 1940, as amended (the “Investment Company Act”).

(e) All authorizations, consents or orders of any court, or of any federal, state or other governmental or regulatory agency or body required for the valid authorization, issuance, offer and sale of the Interests have been obtained, and, no order preventing or suspending the use of the Prospectus with respect to the Interests has been issued by the SEC, the CFTC or the NFA. The Registration Statement as of its effective date and the Prospectus as of the Closing Date contain all statements which are required to be made therein, conform in all material respects with the requirements of the 1933 Act and the CE Act, and the rules and regulations of the SEC and the CFTC, respectively, thereunder, and with the rules of the NFA and do 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 are made) not misleading; and at all times subsequent hereto up to and including the date of termination of the Initial Offering Period and any Subsequent Offering Period, the Registration Statement as of its effective date and the Prospectus as of the Closing Date will contain all statements required to be made therein and will

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conform in all material respects with the requirements of the 1933 Act and the CE Act and the rules and regulations of the SEC and the CFTC respectively thereunder, and with the rules of the NFA and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein (with respect to the Prospectus, in light of the circumstances in which they are 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 to the Managing Owner, the Trust or to the Selling Agent by or on behalf of the Advisor for the express purpose of inclusion in the Registration Statement or the Prospectus, including, without limitation, references to the Advisor and its affiliates and controlling persons, shareholders, directors, officers and employees, as well as to the Advisor’s Trading Approach and Past Performance History provided such references have been approved by the Advisor in accordance with this Agreement.

(f) The Registration Statement as of its effective date and the Prospectus as of the Closing Date have been delivered to the Advisor.

(g) There is no pending, or to its knowledge, threatened or contemplated action, suit or proceeding before any court or arbitration panel or before or by any governmental, administrative or self-regulatory body to which the Trust, Series J, the Managing Owner or the principals of any is a party, or to which any of the assets of any of the foregoing persons is subject, which might reasonably be expected to result in any material adverse change in their condition (financial or otherwise), business or prospects or reasonably might be expected to affect adversely in any material respect any of their assets or which reasonably might be expected to materially impair their ability to discharge their obligations under this Agreement or under the Advisory Agreement; and neither the Trust, Series J nor the Managing Owner has

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received any notice of an investigation by (i) the NFA regarding non-compliance with NFA rules or the CE Act, (ii) the CFTC regarding non-compliance with the CE Act or the rules and regulations thereunder, or (iii) any exchange regarding non-compliance with the rules of such exchange which investigation reasonably might be expected to materially impair the ability of each of the Trust, Series J and the Managing Owner to discharge its obligations under this Agreement or under the Advisory Agreement.

7. Covenants of the Managing Owner, the Selling Agent, the Trust and Series J. If, at any time during the term of the Advisory Agreement, the Managing Owner, the Selling Agent, the Trust or Series J discovers any fact, omission, or event or that a change of circumstance has occurred which would make the Managing Owner’s, the Trust’s or Series J’s representations and warranties in Section 6 of this Agreement inaccurate or incomplete in any material respect, Series J, the Selling Agent, the Managing Owner or the Trust, as appropriate, promptly will provide written notification to the Advisor of such fact, omission, event or change of circumstance and the facts related thereto. The Managing Owner or the Trust shall provide the Advisor with a copy of each amendment to the Registration Statement and amendment or supplement to the Prospectus, and no amendment to the Registration Statement or amendment or supplement to the Prospectus which contains any statement or information regarding the Advisor will be filed or used unless the Advisor has received reasonable prior notice and a copy thereof and has consented in writing to such statement or information being filed and used.

8. Series J’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 Series J, the Managing Owner and the Trust have requested that the Advisor provide certificates, documents and opinions pursuant to Section 4 of this Agreement, Series J and the Managing Owner shall

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deliver or cause to be delivered to the Advisor, the certificates, documents and opinions described below addressed to the Advisor and, except as may be set forth below, dated each such Closing Date:

(a) Certificates of Series J, the Managing Owner and the Trust, addressed to the Advisor, in the form proposed prior to the Closing Date by counsel to Series J, the Managing Owner and the Trust with such changes in such form as are proposed by the Advisor or its counsel and are acceptable to Series J, the Managing Owner and the Trust and their counsel so as to make such form mutually acceptable to Series J, the Managing Owner, the Advisor and their respective counsel, with respect to, as applicable, (i) the continued effectiveness of Series J’s Declaration of Trust, the Articles of Incorporation and By-Laws of the Managing Owner, and the Trust Agreement, (ii) the continued effectiveness of the registration of the Managing Owner as a commodity pool operator under the CE Act and membership as a commodity pool operator with the NFA and (iii) the incumbency and genuine signature of the President and Secretary of the Managing Owner.

(b) Certificates from the States of Delaware with respect to Series J, the Managing Owner and Trust, respectively, to be dated at, on or around the Closing Date as to the formation and good standing of Series J, the Managing Owner and the Trust, respectively.

(c) Certificates of Series J and the Managing Owner in the form proposed prior to the Closing Date by counsel to Series J and the Managing Owner with such changes in such form as are proposed by the Advisor or its counsel and are acceptable to Series J, the Managing Owner and their counsel so as to make such form mutually acceptable to Series J, the Managing Owner, the Advisor and their respective counsel, to the effect that:

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(i) The representations and warranties in Section 6 of this Agreement are true and correct in all material respects on the date of the certificates as though made on such date, and

(ii) Series J, the Managing Owner and the Trust (as the case may be) have each performed all covenants and agreements herein contained to be performed on their part at or prior to the Closing Date.

(d) An opinion letter of counsel to Series J, the Managing Owner and the Trust, dated the Closing Date, as follows:

(i) The Trust is a duly created and validly existing statutory trust in good standing under the Delaware Act, with requisite power and authority under the Delaware Act, its Trust Agreement and its Certificate of Trust to perform its obligations under this Agreement, and to act as described in the Registration Statement as of its effective date and the Prospectus as of the Closing Date.

(ii) The Managing Owner is a duly formed and validly existing corporation in good standing under the laws of the State of Delaware. The Managing Owner has full corporate power and authority under its Articles of Incorporation, By-Laws and the General Corporation Law of the State of Delaware to perform its obligations under this Agreement and under the Advisory Agreement, and to act as described in the Registration Statement as of its effective date and the Prospectus as of the Closing Date.

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(iii) Each of this Agreement and the Advisory Agreement has been duly and validly authorized or ratified, executed and delivered on behalf of each of Series J, the Selling Agent, the Managing Owner and the Trust (as the case may be), and, assuming due execution and delivery of each such Agreement by the Advisor, each agreement constitutes the legal, valid and binding obligations of Series J, the Managing Owner and the Trust (as the case may be), respectively, enforceable in accordance with their respective terms, except as the same may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws at the time in effect affecting creditors rights generally, or by applicable principles of equity, whether in an action at law or in equity, and except that the enforceability of the indemnification provisions may be limited under applicable federal or state securities, commodities and other laws or by public policy; and the execution and delivery of such agreements and incurrence of the obligations thereunder and the consummation of the transactions set forth in such agreements and in the Prospectus will not violate or result in a breach of their formation documents, and, to the best of such counsel’s knowledge, after due inquiry, will not result in any violation, breach or default under any term or provision of any undertaking, contract, agreement or order to which they are parties or by which they are bound.

(v) Each of Series J and the Trust is not required to be registered as an investment company under the Investment Company Act in order to act as described in the Registration Statement as of its effective date and in the

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Prospectus as of the Closing Date or to perform its obligations under this Agreement or the Advisory Agreement.

(vi) To the best of such counsel’s knowledge, after due inquiry, all authorizations, consents or orders of any court or of any federal, state or other governmental or regulatory agency or body required for the valid authorization, issuance, offer and sale of Interests have been obtained, including such as may be required under the 1933 Act, including the rules and regulations thereunder, the CE Act, including the rules and regulations thereunder, the rules and regulations of the NFA or the Blue Sky securities laws of any state or of any jurisdiction in which offers and sales were made, and, to the best of such counsel’s knowledge, no order suspending the effectiveness of the Registration Statement or the use of the Prospectus has been issued by the SEC, the CFTC, the NFA or any state in which offers and sales of Interests were made nor has any proceeding for the issuance of such an order been instituted or threatened by the SEC, the CFTC, the NFA, or any such state. The foregoing may be qualified by the fact that such counsel is not admitted to practice law in all jurisdictions, and that in rendering its opinion such counsel shall rely solely upon an examination of the Blue Sky securities laws and related rules, regulations and administrative determinations, if any, promulgated thereunder, of the various jurisdictions as reported in customarily relied upon standard compilations, and upon such counsel’s understanding of the various conclusions expressed, formally or informally, by administrative officials or other employees of the various regulatory or other governmental agencies or authorities concerned.

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(vii) To the best of such counsel’s knowledge, after due inquiry, each of Series J, the Selling Agent, the Managing Owner and the Trust has obtained all required governmental and regulatory licenses, registrations and approvals required by law as may be necessary in order for each of Series J, the Managing Owner and the Trust (as the case may be) to perform its obligations under this Agreement and under the Advisory Agreement and to act as described in the Registration Statement as of its effective date and the Prospectus as of the Closing Date (including, without limitation, the Managing Owner’s registration as a commodity pool operator under the CE Act and membership as a commodity pool operator with the NFA) and such licenses, registrations and approvals have not, to the best of such counsel’s knowledge, after due inquiry, been rescinded, revoked or otherwise removed.

(viii) To such counsel’s knowledge without independent investigation, except as described in the Prospectus, or in a schedule delivered by counsel to the Selling Agent, Series J, the Trust and the Managing Owner prior to the date hereof, there is no pending or threatened, suit or proceeding, known to such counsel, before or by any court, governmental or regulatory body or arbitration panel to which Series J, the Trust and the Managing Owner or any of the assets of Series J, the Trust or the Managing Owner or any of their principals is subject and which reasonably might be expected to result in any material adverse change in the condition (financial or otherwise), business or prospects of Series J, the Trust or Managing Owner or any of their principals or which reasonably might be expected materially adversely to affect any of the assets of Series J, the Trust or

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Managing Owner or any of their principals or which reasonably might be expected to (A) impair materially Series J’s, the Trust’s or Managing Owner’s (as the case may be) ability to discharge their obligations to the Advisor or (B) result in a matter which would require disclosure in the Registration Statement or Prospectus which is not so disclosed; and, to such counsel’s knowledge, based solely on a representation of a senior officer of the Managing Owner and without having undertaken any independent investigation, neither Series J, Managing Owner or the Trust, nor any of their principals has received any notice of an investigation by (i) the NFA regarding non-compliance with its rules or the CE Act, (ii) the CFTC regarding non-compliance with the CE Act or (iii) any exchange, regarding non-compliance with its rules, which investigation reasonably might be expected to (A) impair materially Series J’s, the Trust’s or Managing Owner’s (as the case may be) ability to discharge its obligations to the Advisor or (B) result in a matter which would require disclosure in the Registration Statement or Prospectus which is not so disclosed.

(ix) The Registration Statement as of its effective date and the Prospectus as of the Closing Date are responsive in all material respects to the requirements of the 1933 Act, including the rules and regulations thereunder, the CE Act, including the rules and regulations thereunder, and the rules and regulations of the NFA, and nothing has come to the attention of such counsel that leads it to believe that either the Registration Statement (at the time it initially became effective and at the time any post-effective amendment thereto became effective) or the Prospectus contains any untrue statement of a material fact or

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omits to state a material fact required to be stated therein or which is necessary to make the statements therein (with respect to the Prospectus, in light of the circumstances in which they were made) not misleading, except that such counsel is not required to express any opinion or belief (A) as to the financial statements or other financial or statistical data, past performance tables and notes thereto or other past performance information contained in the Registration Statement or the Prospectus, or (B) as to any statements or omissions made in reliance on and in conformity with information furnished by the Advisor for the express purpose of inclusion in the Registration Statement or the Prospectus, including, without limitation, references to the Advisor and its affiliates, controlling persons, shareholders, directors, officers and employees, as well as to the Advisor’s Trading Approach and Past Performance History.

In rendering such opinions, such counsel may rely (i) as to matters of fact, on a certificate of an officer of the Managing Owner, unless such counsel has actual knowledge otherwise and (ii) as to matters of law of states other than that in which they are licensed to practice law, upon the opinions of other counsel, in each case satisfactory in form and substance to the Advisor and its counsel, and such counsel shall state that they believe the Advisor may rely on them.

9. Survival of Representations, Warranties and Covenants. All representations, warranties and covenants in this Agreement, or contained in certificates required to be delivered hereunder, shall survive the delivery of any payment for the Interests under the Underwriting Agreement and the termination of the Advisory Agreement and this Agreement, with respect to any matter arising while the Advisory Agreement or this Agreement was in effect. Furthermore,

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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.

10. Indemnification.

(a) By the Advisor. In any action in which the Selling Agent, the Trust, Series J, Wilmington Trust Company, a Delaware corporation, in its capacity as trustee of the Trust (in such capacity, the “Trustee”) or the Managing Owner, or their respective controlling persons, shareholders, partners, members, managers, directors, officers and/or employees of any of the foregoing are parties, the Advisor agrees to indemnify and hold harmless the foregoing persons against any loss, damage, charge, liability or expense (including, without limitation, reasonable attorneys’ and accountants’ fees) (“Losses”) to which such persons may become subject, insofar as such Losses arise out of or result from (i) any misrepresentation or material breach of any warranty, covenant or agreement of the Advisor contained in this Agreement or (ii) any untrue statement of any material fact contained in the Registration Statement or in the Prospectus or the omission to state in the Registration Statement or in the Prospectus 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 are made), not misleading in each case under this subclause (ii) to the extent, but only to the extent, that such untrue statement or omission was made in reliance upon and in material conformity with information furnished by the Advisor to the Managing Owner for inclusion in the Registration Statement or in the Prospectus and approved in writing by the Advisor in the form attached hereto as Exhibit A, including, without limitation, all information relating to the Advisor and its affiliates, controlling persons, shareholders, directors, officers and employees, as well as to the Advisor’s Trading Approach and Past Performance History, and including, but not limited to, any notification by

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the Advisor to any such person and given under this Agreement, including liabilities under the 1933 Act and the Exchange Act.

(b) Of the Advisor. In any action in which the Advisor, or its controlling persons, or any of the respective shareholders, directors, officers and/or employees (the “Advisor Indemnified Parties”) are parties, Series J, the Trust, the Selling Agent, and the Managing Owner agree (A) to indemnify and hold harmless the Advisor Indemnified Parties against any loss, claim, damage, charge, liability, or expense (including reasonable attorneys and accountants fees) (“Advisor Losses”), insofar as such Advisor Losses arise out of or result from or are based upon (i) any actual or alleged misrepresentation or material breach of any warranty, covenant or agreement of Series J and/or the Trust and/or Selling Agent and/or the Managing Owner contained in this Agreement, (ii) any actual or alleged untrue statement of any material fact contained in the Registration Statement or in the Prospectus or the actual or alleged omission to state in the Registration Statement or in the Prospectus 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 are made), not misleading, (iii) any actual or alleged failure to comply with any legal requirements relating to the Offering of the Interests (including without limitation, any noncompliance with the requirements of the Exchange Act, and/or the 1933 Act, including the rules and regulations thereunder, in each case with respect to the Offering of Interests), or (iv) any claim relating to or involving the Advisor that is not substantiated, resolved or otherwise finally determined, in each case under subclauses (ii), (iii) or (iv) hereof, except to the extent that such untrue statement, omission or failure was made in reliance upon and in material conformity with information furnished by the Advisor to the Managing Owner for inclusion in the Registration Statement or the Prospectus including, without limitation, all

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information relating to the Advisor and its affiliates, controlling persons, shareholders, directors, officers and employees, as well as to the Advisor’s Trading Approach and Past Performance History, and including but not limited to, any notification required and given under this Agreement, including liabilities under the 1933 Act, the Exchange Act and the CE Act, or (v) situations involving or caused by other advisors of Series J or the Trust (not the Advisor), and (B) to reimburse each of the Advisor Indemnified Parties for any legal or other fees or expenses reasonably incurred in connection with investigating or defending any action or claim arising out of or based upon any of the foregoing. With respect to subclause (iv) above only, the Advisor and the Managing Owner agree to negotiate in good faith a reduction, if any, in the indemnification amount required to be paid pursuant to subclause (iv) above to the Advisor based upon the relative responsibility of the Advisor for circumstances giving rise to the Advisor Losses for which indemnification is sought (including, but not limited to, the parties’ assessment of the merits of the claim), provided that in the event the Managing Owner and the Advisor fail to agree on the amount of any such reduction after good faith negotiations, they shall submit the matter to binding arbitration in accordance with Section 15 of this Agreement for the purpose of determining whether the Advisor should bear any responsibility for the Advisor Losses or whether the Advisor is entitled to indemnification for such Advisor Losses in full.

(c) None of the indemnifications contained in this Section 10 shall be applicable with respect to default judgments or confessions of judgment, or to settlements entered into by an indemnified party claiming indemnification without the prior written consent of the indemnifying party.

(d) Promptly after receipt by an indemnified party under this Section 10 of notice of any claim or dispute or commencement of any action or litigation, such indemnified

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party will, if a claim in respect thereof is to be made against an indemnifying party under this Section 10, notify the indemnifying party of the commencement thereof, but the omission to notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party otherwise than under this Section 10 except to the extent, if any, that such failure or delay prejudiced the indemnifying party in defending against the claim. In case any such claim, dispute, action or litigation is brought or asserted against any indemnified party, and it timely notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate in the defense therein, and to the extent that it may wish, to assume such defense thereof, with counsel specifically approved in writing by such indemnified party, such approval not to be unreasonably withheld, following notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, in which event, the indemnifying party will not be liable to such indemnified party under this Section 10 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof, but shall continue to be liable to the indemnified party in all other respects as heretofore set forth in this Section 10. Notwithstanding any other provisions of this Section 10, if, in any claim, dispute, action or litigation as to which indemnity is or may be available, any indemnified party reasonably determines that its interests are or may be, in whole or in part, adverse to the interests of the indemnifying party, the indemnified party may retain its own counsel in connection with such claim, dispute, action or litigation and shall continue to be indemnified by the indemnifying party for any legal or any other expenses reasonably incurred in connection with investigating or defending such claim, dispute, action or litigation.

(e) Expenses incurred by an indemnified party in defending a threatened or asserted claim or a threatened or pending action shall be paid by the indemnifying party in

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advance of final disposition or settlement of such matter, if and to the extent that the person on whose behalf such expenses are paid shall agree in writing to reimburse the indemnifying party in the event indemnification is not permitted under this Section 10 upon final disposition or settlement.

(f) The parties hereto acknowledge and agree on their own behalf that the indemnities provided in this Agreement shall be inapplicable in the event of any loss, claim, damage, charge or liability arising out of or based upon, but limited to the extent caused by, any misrepresentation or breach of any warranty, covenant or agreement of any indemnified party to any indemnifying party contained in this Agreement.

11. Limits on Claims. The 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”). In addition, the Advisor agrees that for any obligations due and owing to it by Series J or the Trust, the Advisor will look solely and exclusively to the assets of Series J to satisfy its claims and will not seek to

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attach or otherwise assert a claim against any other assets of the Trust, whether there is a 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.

12. Notices. Any notices under this Agreement required to be given shall be effective only if given or confirmed in writing, shall be deemed given by the party providing notice when received by the party to whom notice is being given, and shall be sent certified mail, postage prepaid, or hand delivered, to the following address, or to such other address as a party may specify by written notice to each of the other parties hereto:

If to the Selling Agent:

Kenmar Securities Inc.

900 King Street, Suite 100

Rye Brook, NY 10573

Attention: General Counsel

Facsimile: (914) 307-4045

If to the Managing Owner, Series J or the Trust:

Preferred Investment Solutions Corp.

900 King Street, Suite 100

Rye Brook, NY 10573

Attention: General Counsel

Facsimile: (914) 307–4045

and in either case with a copy to:

Katten Muchin Rosenman LLP

575 Madison Avenue

New York, New York 10022

Attention: Fred M. Santo, Esq.

Facsimile: (212) 940-8563

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If to the Advisor:

Ortus Capital Management (Cayman) Limited

c/o Ortus Capital Management Limited

Unit 2706, 27^th Floor

The Center, 99 Queen’s Road Central

Hong Kong

Attn: “James” Xin SHANG

Facsimile: +852 2169 3048

13. Governing Law. This Agreement shall be deemed to be made under the laws of the State of New York applicable to contracts made and to be performed in that State and shall be governed by and construed in accordance with the laws of that State, without regard to the conflict of laws principles.

14. Arbitration, Remedies. Each party hereto agrees that any dispute relating to the subject matter of this Agreement shall be settled and determined by non-binding mediation for a period of at least 60 days and, failing that, by arbitration in the City of New York pursuant to the rules of NFA or, if NFA should refuse to accept the matter, the American Arbitration Association. The parties also agree that the award of the arbitrators shall be final and may be enforced in the courts of New York and in any other courts having jurisdiction over the parties.

15. Assignment. This Agreement may not be assigned by any party without the express prior written consent of each of the other parties hereto, except the Advisor shall have full power to delegate the whole or any part of its function hereunder to Ortus Capital Management Limited - a Hong Kong incorporated company and licensed by the Securities and Futures Commission of Hong Kong to carry on asset management (type 9 regulated activity). The protections granted to the Advisor in this Agreement shall also apply to Ortus Capital Management Limited, such protections include Section 10 (b) of this Agreement.

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16. Amendment or Modification or Waiver. This Agreement may not be amended or modified except by the written consent of each of the parties hereto.

17. Successors. Except as set forth in Section 10 of this Agreement is made solely for the benefit of and shall be binding upon the Trust, Series J, the Managing Owner, the Selling Agent, the Advisor, and the respective successors and permitted 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 Interests.

18. Survival. The provisions of this Agreement shall survive the termination of this Agreement with respect to any matter arising while this Agreement was in effect.

19. 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.

20. No Liability of Limited Owners. This Agreement has been made and executed by and on behalf of Series J, the Trust and the Managing Owner, and the obligations of Series J, the Trust and/or the Managing Owner set forth in this Agreement are not binding upon any of the Limited Owners, but rather, are binding only upon the assets and property of Series J, and, to the extent provided herein, upon the assets and property of the Managing Owner.

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21. Headings. Headings to Sections in this Agreement are for the convenience of the parties only, and are not intended to be or to affect the meaning or interpretation of this Agreement.

22. Complete Agreement. Except as otherwise provided herein, this Agreement and the Advisory Agreement constitute the entire agreement among the parties with respect to the matters referred to herein, and no other agreement, verbal or otherwise, shall be binding upon the parties hereto.

23. Counterparts. This Agreement may be executed in one or more counterparts, all of which, when taken together, shall be deemed to constitute one original instrument.

[Remainder of page left blank intentionally.]

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IN WITNESS WHEREOF, this Agreement has been executed as of the day and year first above written.

WORLD MONITOR TRUST III- SERIES J
By:	PREFERRED INVESTMENT SOLUTIONS CORP., its sole Managing Owner
By:	/s/ Esther E. Goodman
Name:	Esther E. Goodman
Title:	Chief Operating Officer and
	Senior Executive Vice President
KENMAR SECURITIES, INC.
By:	/s/ Esther E. Goodman
Name:	Esther E. Goodman
Title:	Chief Operating Officer and
	Senior Executive Vice President
PREFERRED INVESTMENT SOLUTIONS CORP.
By:	/s/ Esther E. Goodman
Name:	Esther E. Goodman
Title:	Chief Operating Officer and
	Senior Executive Vice President
ORTUS CAPITAL MANAGEMENT (CAYMAN) LIMITED
By:	/s/ Zhongquan Zhou
Name:	“Joe” Zhongquan ZHOU
Title:	Director

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EXHIBIT D

ORTUS MAJOR CURRENCY PROGRAM

Investment Philosophy

The Advisor believes that in order to utilize its capital most effectively, it is important to take advantage of the opportunities available in multiple financial markets. Although the Advisor’ investment activities span across global financial markets (including global and regional currencies, global fixed income and equity markets, and commodity markets), the investment strategies are based on the same underlying investment philosophy.

The investment philosophy focuses on the inter-relationship and interplay between any given financial market and its underlying economic fundamentals, that is, the inter-dependence between the financial side and the real side. The real sides of major financial markets are intrinsically inter-related although they often have their own characteristics. For example the global economy is inter-related through trades of goods and services as well as flows of capital through global financial markets, and each economy has its own structural characteristics; in the case of an individual stock, the fundamental or the real side includes, among other things, the company’s balance sheet and operating performance, it also includes, among other things, strengths of its competitors and macro environment in which it operates.

Intuitively, there is a positive association between the financial side and the real side. For example, a positive shock in a country’s performance is usually associated with an appreciation of the country’s currency; a positive surprise in a company’s performance is usually

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associated with a rise in the company’s stock price. However, it is not fruitful and not enough only to understand this positive association between the two sides.

It is far more important to understand and to measure the feedback relationship between the real side and the financial side over various time horizons. At the early stage of an upward trend in an asset price, there is usually an asymmetric sensitivity of the asset price with respect to the fundamental news. This asymmetric response to news is consistent with an old saying referring to a bull market in stocks: “Good news is good news and no news is good news.” Certainly at this stage of price dynamics, the feedback from the real side to the financial side is positive and dramatic. Uninformed market participants, having observed the asymmetric price action, can derive certain perceptions about future price dynamics that affect the demand for the asset, thus creating a tendency for the asset price to trend. A trend may actually occur if there is also a positive feedback from the financial side to the real side. In many cases, such reverse positive feedbacks do exist, that is, the underlying fundamentals do benefit from firming asset prices. For example, if the US dollar strengthens due to capital flows from the rest of the world, the US economy will usually benefit from such capital flows because capital inflows to the US lower the cost of capital. Thus, a momentum is set in motion in both the real and the financial side, creating great investment opportunities. At the end of an upward price trend, there is an opposite and asymmetric price sensitivity with respect to fundamental news. In this case, good news may not be good news and bad news is really bad.

The Advisor relies on its own proprietary models to capture the essence of the positive association and feedback relationship between asset prices and their underlying economic fundamentals over various time horizons, and to evaluate the risk/reward profile of investment opportunities. The approach is based on innovations and rigorous applications of

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financial theories and takes into account structural details, inter-relationships, as well as feedback relationships. The same investment philosophy can be applied to stock markets, fixed income markets, commodities markets, as well as to currency markets. Depending on the nature of such inter-relationship and interplay for any given market, the resulting investment horizon can range from a few months to several years. Intuitively, the investment strategies move capital from less “productive” sectors/regions to more “productive” sectors/regions in the global economy based on the Advisor’ proprietary models which identify and evaluate the “productiveness” of capital by taking into account reward as well as risk. The Advisor also relies on its own proprietary risk management strategies that are an integral part of the investment strategies. The risk management strategies aim to maximize upside potential while damping downside shocks. Innovative risk measurement and dynamic strategies to optimally control the portfolio drawdowns are employed to ensure that the portfolio return distribution is skewed to the right, not left (i.e. the high return side, not the low return side).

The resulting investment style has the following characteristics: (1) systematic, quantitative, and model driven; (2) based on independent, extensive, and continuous research; and (3) disciplined and quantitative risk management.

Investment Process and Risk Management

The investment process consists mainly of (1) opportunity identification and evaluation, or market view formation; (2) risk management (portfolio optimization and optimal drawdown control, and other risk management); and (3) ongoing monitoring, calibration and review.

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Market View Formation

The Advisor applies its proprietary models to the global financial markets, and calibrates its models as the markets and economies evolve over time. The data inputs that the Advisor uses are available publicly, including economic and monetary data, fiscal and monetary policies, company and/or industry specific data, and financial market data (such as stock prices, exchange rates, interest rates, implied volatility, implied correlations, etc.). Both current and historic data are employed. The Advisor also pays special attention to special events or situations (such as the internet bubble) that may induce abnormal global capital flows. The market views are expressed in terms of the expected moves, risks associated, and the correlations among markets over various time horizons. That is, the market views are represented by joint probability distributions of asset returns over various time horizons, which is in sharp contrast to the common approach that is focused on point estimates of asset prices.

Market views are monitored and reviewed as market conditions change.

Risk Management – Portfolio Optimization

Based on the market views which have taken into account the risks and correlations for various markets under consideration over various time horizons, the Advisor constructs its investment portfolio based on its proprietary portfolio optimization models to optimize the risk/reward profile of the Advisor’s capital. The portfolio optimization is part of the risk management strategy and is related to other risk management measures described below.

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Risk Management - Optimal Drawdown Control and Determination of Portfolio Size

Market risks are measured by their impact on Net Asset Value (“NAV”). The traditional measure such as leverage ratios may not capture the true nature of exposure to risks. In addition to the risk allocation by portfolio optimization, the Advisor aims to optimally control the drawdown of NAV (as measured from the previously achieved NAV peak) to within a comfortable limit. The Advisor relies on its own optimal risk management strategies to dampen downside shocks to NAV. As a result, at any time the total size of the portfolio depends, among other things, on the position of the current NAV relative to its previous high, risk tolerance, the size of capital (i.e. the current NAV), and market conditions.

Ongoing Monitoring and Review

The investment process is a dynamic and continuous process. Various dimensions of the investment strategy are monitored and reviewed regularly. Portfolio and model adjustments may be necessary when market conditions change.

Markets and Instruments

The investment strategies are normally implemented through the most liquid segments of the global capital markets that include fixed income markets, equity markets, commodity markets, as well as global and regional currency markets. The capital is allocated to any given market according to, among other things, the relative attractiveness of its risk/reward profile, its relationship with other markets, and the liquidity of the market. The Advisor invests in, holds, sells (including through short sales), trades and otherwise deals in securities, futures, and over-the-counter financial products in global financial markets for investment as well as for

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risk management purposes. Although the Advisor may employ a wide range of financial instruments such as securities, futures, options, warrants, fixed income products and variable income products, bank deposits, forwards, swaps, and other over-the-counter derivative products, it primarily uses simple plain-vanilla instruments with substantial liquidity such as listed futures contracts and short-term currency forward contracts. The Advisor will seek to use the most efficient instruments to implement any particular strategy.

Currently, the markets involved and instruments used are currency spot transactions and currency forward and swap transactions (with tenors not longer than 12 months) among the major currencies.

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EX-10.9

Exhibit 10.9

FX PRIME BROKERAGE AGREEMENT

This FX PRIME BROKERAGE AGREEMENT (“Agreement”), dated as of April 9, 2007, by and between UBS AG (“UBS”) and World Monitor Trust III – Series J (“Customer”), a Delaware statutory trust organized in series (“Company”), and sets forth certain terms and conditions relating to the establishment of a facility (the “Facility”) through which the Customer, acting by and through Ortus Capital Management (Cayman) Limited, a company organized under the laws of the Cayman Islands (“Trading Advisor”), except as otherwise indicated, who is acting as the agent of said Customer (and not in the Trading Advisor’s individual capacity) may trade foreign exchange transactions with various Dealers.

Scope of Agreement. The parties explicitly acknowledge and agree that whilst this Agreement contains provisions governing a wide range of foreign exchange transactions, Transactions and Authorized Transactions (subject to any further limitations specified in any Dealer notice/authorization) shall be limited to the following types of transactions only:

(i) FX Transactions;

(ii) Currency Option Transactions

(iii) Exotic Options.

UBS may, at its absolute discretion, give notice to the Customer of any change, deletion or addition to this provision.

1. Definitions Capitalized terms used herein but not defined herein shall have the meanings ascribed to them in the CP ISDA Master Agreement.

“Authorized Transactions” means foreign exchange transactions of a type that UBS has authorized the Customer to enter into with Dealer.

“CP ISDA Master Agreement” means the ISDA Master Agreement dated April 9, 2007 by and between Customer and UBS and the Credit Support Annex to the CP ISDA Master Agreement.

“Currency Option Transaction” shall have the meaning ascribed in the 1998 FX and Currency Option Definitions, as amended from time to time (as published by the International Swaps and Derivatives Association, Inc., the Emerging Markets Traders Association (“EMTA”) and The Foreign Exchange Committee) (“FX Definitions”) and for the avoidance of doubt, shall not include an option that would otherwise be deemed to be an Exotic Option.

“Dealer” means those banks and dealers authorized by UBS, pursuant to a Master FX Give-Up Agreement, with whom Customer can enter into Authorized Transactions. Customer shall be notified of such Dealers by UBS in writing from time to time, specifying the type of Authorized Transactions and limits therefor.

“Deliverable Currency Option Transaction” shall have the meaning ascribed in the FX Definitions.

“Deliverable FX Transaction” shall have the meaning ascribed in the FX Definitions.

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“Delta” means, in respect of each Currency Option Transaction, the amount calculated by UBS to be the change in option price for a change in the underlying price (as determined by UBS) for such Currency Option Transaction.

“Delta Equivalent Position” means, for each Currency Option Transaction, the Delta multiplied by the U.S. dollar equivalent (as calculated by UBS in a commercially reasonable manner) of each currency to be received by UBS if such Currency Option Transaction were exercised, as calculated by UBS.

“Exotics Net Open Position” shall be calculated in the manner specified in Attachment 1.

“Exotic Notional Limit” means the maximum notional quantity (calculated in the manner specified in Attachment 1) of Exotic Options that Customer can trade with each Dealer on a trade date, such limit to be advised to Customer by UBS from time to time.

“Exotic Options” means barrier options (and such other non-vanilla options as approved by UBS from time to time).

“FX Transaction” shall have the meaning ascribed in the FX Definitions.

“Master FX Give-Up Agreement” means an agreement by and between UBS and each of the various Dealers.

“Net Currency Position” means, for any value date, with respect to each currency of a FX Transaction, the net U.S. dollar equivalent (as calculated by UBS in a commercially reasonable manner based on prevailing rates at the time) of the amount of such currency owed to UBS by the Customer as calculated by UBS in good faith and in a commercially reasonable manner.

“Net Open Position” means for the aggregate amount owed to UBS by Customer, as calculated by UBS in the manner specified in Attachment 1 hereto (which may be modified from time to time by UBS in its reasonable discretion).

“Net Open Position Limit” means, the maximum Net Open Position and Exotic Net Open Position, as an aggregate, that a Customer is authorized to have outstanding at any time with UBS, as determined by UBS and advised to the Customer (such amount may be amended from time to time by UBS upon reasonable notice to the Customer).

“Netted Option” means, a Currency Option Transaction sold by Prime Broker and owned by the Customer which may be discharged and terminated together with a Currency Option Transaction sold by the Customer and owned by Prime Broker upon satisfying the following criteria:

(i) each Currency Option Transaction being with respect to the same Put Currency and Call Currency;

(ii) each having the same Expiration Date and Expiration Time;

(iii) each being of the same style, i.e. either both being American Style Options or both being European Style Options;

(iv) each having the same Strike Price; and

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(v) neither of which shall have been exercised by delivery of a Notice of Exercise (as defined below).

In the case of a partial discharge and termination (i.e., where the relevant Currency Option Transactions are for different amounts of the Currency Pair), only the portion discharged and terminated shall be considered a Netted Option.

“Non-Deliverable Currency Option Transaction” shall have the meaning ascribed in the FX Definitions.

“Non-Deliverable FX Transaction” shall have the meaning ascribed in the FX Definitions.

“Notice of Exercise” means telex, telephonic or other electronic notification (excluding facsimile transmission), given by the owner of an Option prior to or at the Expiration Time on the Expiration Date as agreed to at the time the Option is entered into, as evidenced by the Confirmation.

“Notice of Barrier Event” means telex, telephone or other electronic notification (excluding facsimile transmission) given by the Dealer as the determination agent of an Exotic Option immediately following a barrier event as agreed to at the time the Exotic Option is entered into, as evidenced in a Confirmation.

“Options” includes Currency Option Transactions (Deliverable and Non-Deliverable) and Exotic Options.

“Risk Add-On” means, for Exotic Options, such amount as determined by UBS in a commercially reasonable manner taking each Currency Pair and determining the close-out risk on such trade, in accordance with UBS’s internal model (based on the underlying volatility of Currency Pairs as determined by UBS, having aggregated offsetting transactions on a value date basis and across value dates where possible, in UBS’s sole and absolute discretion).

“Transactions” means Deliverable and Non-Deliverable FX Transactions, Deliverable and Non-Deliverable Currency Options Transactions and Exotic Options.

2. The Facility

(a) UBS may (in its sole discretion) establish and maintain dealing lines for use by Customer, acting through Trading Advisor, in trading Transactions in the name of UBS with one or more Dealers. UBS will provide each Dealer with such authorization and other agreements and instruments as it deems appropriate in order to permit Customer, acting through Trading Advisor, to execute Authorized Transactions with the Dealers in the name of UBS in accordance with the terms hereof.

(b) Customer acknowledges and agrees that the establishment and maintenance of dealing lines by UBS under the Facility is subject to UBS’s sole discretion, including but not limited to, discretion regarding credit, documentation, available currencies, size or tenor of lines (which may vary according to currency) and UBS’s line usage for business outside of the Facility. Company for and on behalf of Customer further acknowledges and agrees that such dealing lines may be changed by UBS in its sole discretion at any time without prior notice; provided that such change in dealing lines will not affect any Transactions entered

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into prior to such change. UBS is not and shall not be responsible for and does not warrant the sufficiency or availability of the dealing lines for any purpose. In the event that UBS does not establish or maintain adequate dealing lines for the Facility, Customer’s only remedy shall be to terminate this Agreement. Solely with this respect, to sufficiency or availability of dealing lines, Customer waives all other claims and remedies against UBS.

(c) UBS will establish trading limits for each Dealer, and advise Customer of those limits. Customer, acting through Trading Advisor, agrees to limit the Authorized Transactions with each Dealer in such a manner as UBS may from time to time specify. Customer acknowledges and agrees that Transactions exceeding such limits shall not be binding on UBS unless and until UBS accepts such Transactions. UBS maintains the right to refuse to accept any Transactions which exceed the Net Open Position Limit or Exotic Notional Limit or for which Customer has not satisfied all of the requirements of the Credit Support Annex (including any obligation to deliver the Independent Amount relating to any Transaction) and Customer will indemnify UBS for any claims by Dealer as a result of UBS’s exercise of its rights under this clause 2(c) except to the extent that such claim results from the gross negligence, willful misconduct or fraud of UBS. In the event that UBS accepts a Transaction which exceeded the Net Open Position Limit or the Exotic Notional Limit, Company for and on behalf of Customer agrees that UBS may, in its sole and absolute discretion and with two (2) hour prior notice, liquidate all or part of the corresponding Customer Contract (as defined below) for the account of the Customer, in order to reduce Customer’s Net Open Position to below the agreed Net Open Position Limit or reduce Customer’s utilization of Exotic Notional Limit.

(d) Customer agrees to promptly pay UBS such commissions and other fees set forth in the attached Fee Schedule (as such Schedule may be amended from time to time by UBS and Customer).

3. Transaction Confirmations

(a) When Customer enters into an Authorized Transaction with a Dealer in the name of UBS under the Master FX Give-up Agreement, Customer and UBS will be deemed to have automatically entered into a Transaction (the “Customer Contract”) on identical terms, except that UBS’s position as buyer or seller of the Transaction will be the reverse of its position with Dealer. The foregoing is subject to UBS’s right to refuse to accept a trade under the terms of this Agreement and any Master FX Give-Up Agreement.

(b) The Authorized Transactions made between Dealer(s) and UBS shall be subject to and be governed by the ISDA Master Agreements entered into between the respective Dealers and UBS or if any Dealers have not entered into an ISDA Master Agreement with UBS, such other master agreements as such Dealers and UBS may agree from time to time.

The Customer Contracts shall be governed by the CP ISDA Master Agreement.

(c) Customer, acting through Trading Advisor, agrees to promptly (a) notify UBS of the trade details of an Authorized Transaction through a proprietary electronic interface or communication medium as the parties may specify or as they may otherwise mutually agree; or (b) respond to trade notices provided by Dealer via UBS’s online automated system (the “UBS Webpage”). In the event that the chosen method of communication is not available for any reason, Customer, acting through Trading Advisor, will notify UBS by

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Reuters Direct Dealing or telephone, promptly after entering into a Transaction in UBS’s name with a Dealer. Such notice shall be made in accordance with the procedures to be set forth in Schedule 2. By 5pm (New York time) each New York business day, Customer, acting through Trading Advisor, will give electronic, telephone or other acceptable notice to UBS of all Authorized Transactions entered into that day in the name of UBS or that no Authorized Transactions occurred on that day.

(d) Except as otherwise provided in clause 3(f), once an Authorized Transaction with a Dealer is entered into in the name of UBS and accepted by UBS, Customer shall have no right to amend, cancel or otherwise affect or interfere with any such Transactions, which shall be the sole responsibility of UBS.

(e) Customer acknowledges and agrees that Dealer will be the calculation agent/determination agent for Exotic Options and any dispute that Customer may have as to the occurrence of a barrier event (e.g. knock-out, kick-in, binary, however described,) shall be solely between Customer and Dealer and Customer acknowledges and agrees that Prime Broker shall have no role therein and shall be entitled to act, and Customer shall not prevent in any way Prime Broker from taking any action, upon the Notice of Barrier Event as if no dispute existed. Solely for the purpose of calculation agent/determination agent as defined in a Confirmation for an Exotic Option transacted between Customer and Dealer and given-up in accordance with this Agreement and notwithstanding anything to the contrary stated in such Confirmation, the calculation agent/determination agent shall be Dealer.

(f) Notwithstanding any terms of a Confirmation or Master Agreement that may be to the contrary, if Customer has entered into a transaction on behalf of UBS in which UBS is the buyer of an Option, such Option may be exercised by delivery of a Notice of Exercise by Customer to Dealer which executed such Option which shall constitute exercise by UBS. If Customer has entered into a transaction on behalf of UBS in which UBS is the seller of an Option, such Option will only be exercised by the simultaneous delivery of a Notice of Exercise by Dealer which executed such Option to each of Customer and UBS.

(g) For the purposes of Non-Deliverable FX Transactions and Non-Deliverable Currency Options Transactions, the calculation agent for the transaction between UBS and Customer shall be as specified in the relevant Confirmation.

4. Representations

Each party represents to the other party (which representations will be deemed to be repeated by each party on each date on which a transaction is entered into) that:

(a) It is duly organized and validly existing under the laws of the jurisdiction of its organization or incorporation and, if relevant under such laws, in good standing;

(b) It has the power to execute this Agreement and any other documentation relating to this Agreement to which it is a party, to deliver this Agreement and any other documentation relating to this Agreement that is required by this Agreement to deliver and perform its obligations under this Agreement and has taken all necessary action to authorize such execution, delivery and performance;

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(c) Such execution, delivery and performance do not violate or conflict with any law applicable to it, any provision of its constitutional documents, any order or judgment of any court or other agency of government applicable to it or any of its assets or any contractual restriction binding on or affecting it or any of its assets;

(d) All governmental and other consents that are required to have been obtained by it with respect to this Agreement have been obtained and are in full force and effect and all conditions of any such consents have been complied with; and

(e) Its obligations under this Agreement constitute its legal, valid and binding obligations, enforceable in accordance with their respective terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law)).

5. Indemnification

Customer agrees to indemnify, hold harmless and defend UBS, its affiliates and their respective officers, directors, employees, agents, successors and assigns, from and against any and all claims, damages, costs, losses and liabilities (including reasonable attorneys’ fees), which may at any time be asserted against or incurred by UBS based upon, arising from or in connection with this Agreement, the Facility and any action or inaction on the part of Customer under this Agreement, including but not limited to, (i) any material breach of any representation, warranty, covenant or agreement of Customer contained in this Agreement; (ii) any failure of Customer to comply with applicable law; (iii) Customer’s gross negligence or willful misconduct; (iv) any claim by a Dealer in respect of an Authorized Transaction; and (v) any indemnification which UBS has given to a Dealer; except to the extent that the claim, damages, costs, losses and liabilities are due to the gross negligence, wilful misconduct or fraud by UBS.

6. General Provisions

(a) This Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment or performance of any liabilities is rescinded or must otherwise be returned or unwound by UBS upon insolvency, bankruptcy, or reorganization of Customer, or otherwise, all as though such payment had not been made.

(b) This Agreement may be terminated by either party without cause, upon thirty (30) days prior written notice; provided that UBS may terminate this Agreement with respect to any Trading Advisor without prior notice (a “Termination Notice”). Termination will not affect any outstanding rights and obligations under this Agreement concerning any Transactions entered into prior to a Termination Notice, and such rights and obligations shall continue to be governed by this Agreement and the particular terms agreed between UBS and Customer in relation to such Transactions until all obligations have been fully performed.

(c) No indulgence or concession granted by either party and no omission or delay on the part of a party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or privilege

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preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

(d) The provisions of the FX Definitions are hereby incorporated in their entirety and shall apply to all Transactions entered into or deemed to be entered into between (i) UBS and Dealers and (ii) UBS and Customer, whether or not so stated in a confirmation of any such Transaction. Authorized Transactions and Customer Contracts are Transactions under the relevant CP ISDA Master Agreements and any trade confirmation is a Confirmation under such CP ISDA Master Agreements.

(e) (i) Except as permitted in writing by Customer, UBS shall treat as confidential any non-public information about Company that it obtains from Company pursuant to this Agreement or otherwise about Customer’s trades, investments or financial results; provided, that UBS may disclose the information (a) that it has developed independently of Customer, (b) where required by applicable law or regulation or (c) (1) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or tribunal, or (2) for evidentiary purposes in any relevant action, proceeding or arbitration to which UBS or any of its officer, directors or shareholders or any of its affiliates or officers, directors, or shareholders of any such affiliate is a party; provided, however, that in the case of any disclosure pursuant to this sentence, UBS will give Customer at least five (5) day prior written notice of the information to be disclosed to the extent that such notice is reasonable, practical and permissible, and will seek to obtain confidential treatment of such information by the person to whom it is disclosed. Notwithstanding the foregoing, UBS will be permitted to disclose the Confidential Information or any portion thereof upon the request of any government or regulatory body having or claiming to have authority to regulate or oversee any aspect of UBS’s business or that of its affiliates, but UBS agrees to advise them of the confidential nature of such information and request confidential treatment of such information and will give Customer at least five (5) day prior written notice of the information to be disclosed to the extent that such notice is reasonable, practical and permissible. This section is not intended to prevent UBS from disclosing its own investment performance or financial results where that information is based in part on corresponding information about Customer, and the recipient of the disclosure would not reasonably be able to ascertain Customer’s investment performance or financial results from the disclosure

(ii) Customer hereby consents to UBS effecting such disclosure to third party dealers of Customer’s identity and the identity of its Trading Advisor, as well as information concerning the types of Transactions UBS will agree to transact with Customer and any restrictions to such Transactions as UBS may deem appropriate, to enable UBS to transfer Customer’s records and information, to process and execute Customer’s instructions.

(f) In the event Customer is trading Non-Deliverable FX Transactions, Non-Deliverable Currency Option Transactions and/or Exotic Options, Customer consents to the use of confirms substantially in the form of the confirmation template for each such transaction as published by The Foreign Exchange Committee (“FXC”), the Financial Markets Lawyers Group or EMTA, as appropriate. Customer also agrees, hereby, to abide by such best practices as may be published by the FXC from time to time, and such recommended market practice as may be published by EMTA from time to time.

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(g) In the event any one or more of the provisions contained in this Agreement is held invalid, illegal, or unenforceable in any respect under the law of any jurisdiction, the validity, legality, and enforceability of the remaining provisions under the law of such jurisdiction, and the validity, legality, and enforceability of such and any other provisions under the law of any other jurisdiction, shall not in any way be affected or impaired thereby.

(h) No amendment, modification, or waiver of this Agreement will be effective unless in writing executed by each of the parties.

(i) The parties agree that each party may electronically record all telephonic conversations between them relating to the subject matter of this Agreement and that any such tape recordings may be submitted in evidence in any suit, action, or other proceeding relating to this Agreement (“Proceedings”).

7. Notices

Except as otherwise provided in this Agreement, all notices, requests and other communications hereunder shall be delivered in accordance with the notice provisions in the CP ISDA Master Agreement.

8. Governing Law and Jurisdiction

(a) This Agreement and the rights and obligations of UBS and of Customer hereunder shall be governed by, and construed in accordance with the laws of the State of New York (without reference to choice of law doctrine).

(b) With respect to any suit, action or proceedings relating to this Agreement, each party irrevocably (i) submits to the non-exclusive jurisdiction of the State and Federal courts located in New York City, Borough of Manhattan and (ii) waives any objection which it may have at any time to the laying of venue of any Proceedings brought in any such court, waives any claim that such Proceedings have been brought in an inconvenient forum and further waives the right to object, with respect to such Proceedings, that such court does not have jurisdiction over such party. Nothing in this Agreement precludes either party from bringing Proceedings in any other jurisdiction nor will the bringing of Proceedings in any one or more jurisdictions preclude the bringing of Proceedings in any other jurisdiction.

(c) Waiver of Jury Trial—Each party hereby irrevocably waives any and all right to trial by jury in any suit, action or Proceeding arising our of or relating to this Agreement or any transaction and acknowledges that this waiver is a material inducement to the other party’s entering into this Agreement.

9. Trading Advisor’s Authority.

Pursuant to the terms of a separate written agreement titled Advisory Agreement dated April 9, 2007, the Trading Advisor is duly authorized to take investment actions on Customer’s behalf, and unless UBS has received notice of termination of such authority, UBS shall be entitled to rely upon any and all instructions or notices received from Trading Advisor with respect to the Transactions on behalf of Customer, and UBS shall be under no duty to determine whether the giving of any notice or instruction, or the entry into any Transaction (including without limitation its nature and its amount), on behalf of Customer

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is within the authority of such Trading Advisor unless UBS has actual knowledge to the contrary.

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IN WITNESS WHEREOF, the UBS and Customer have caused this Agreement to be duly executed by their respective authorized officers as of the date first written above.

UBS AG	WORLD MONITOR TRUST III – SERIES J
	By:	Preferred Investment Solutions Corp.
		its Managing Owner
By:	By:	/s/ Esther E. Goodman
Name:	Name:	Esther E. Goodman
Title:	Title:	Senior Executive Vice President
Date:		and Chief Operating Officer
	Date:	April 9, 2007
By:
Name:
Title:
Date:

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SCHEDULE 1

FEE SCHEDULE

From the Effective Date, fees in the amount of USD8.00 per USD 1 Million equivalent transacted with each Dealer will be charged. Invoices will be sent to the Client on a monthly basis. Payment is due 15 days after the end of the relevant month.

Payment to be made as agreed between Customer and UBS.

No commission will be charged if Customer trades direct with UBS AG.

Effective Date: April 9, 2007.

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SCHEDULE 2

PROCEDURES FOR NOTIFYING TRADES

1. When entering into an Authorized Transaction with a Dealer, Customer promptly notifies UBS of the trade details of an Authorized Transaction through a proprietary interface or communication medium as the parties may specify or as they may otherwise mutually agree (interface information to be advised in separate mailing); or Customer will, upon receipt of trade details from Dealer, accept or reject trade on the UBS Webpage (URL and password to be advised in separate mailing).

2. In the event that the foregoing communication channel is unavailable for any reason, trade details to be communicated via Reuters;

UBPB—New York time-zone, 7:30am-7pm

UBPB—Singapore time-zone, 7am-6pm

UBPB—Zurich time-zone, 8am-6pm

3. If any of the foregoing communication channels are unavailable, trade details to be communicated via telephone;

+ 203 719 4066—New York time-zone, 7:30am-7pm

+ 01 65 6836 5216—Singapore time-zone, 7am-6pm

+ 41 1 239 5040—Zurich time-zone, 8am-6pm

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Attachment 1

1) The Net Open Position shall be calculated by UBS in a commercially reasonable manner by determining the sum of the following:

(i) For Transactions involving currencies considered by UBS, in its sole discretion, to possess low to normal volatility, the aggregate of the Net Currency Position for each currency, after making the following adjustments, to the extent applicable and to the extent feasible at any time for UBS:

(I) for each currency, UBS shall net (or aggregate, as the case may be) the Net Currency Position for FX Transactions and the Delta Equivalent Position for Currency Option Transactions (after giving effect to the netting provisions of the definition of “Netted Option”) across all value dates for all such Transactions;

(II) for each currency, UBS shall determine the U.S. dollar equivalent (calculated by UBS in a commercially reasonable manner) of the amount calculated in clause (i)(I); and

(III) UBS shall calculate the sum of the amounts determined for each currency pursuant to clause (i)(II).

(ii) For Transactions involving currencies considered by UBS, in its sole discretion, to possess medium to high volatility, the aggregate of the Net Currency Position for each currency, after making the following adjustments, to the extent applicable and to the extent feasible at any time for UBS:

(I) for each currency, UBS shall net (or aggregate, as the case may be) the Net Currency Position for FX Transactions and the Delta Equivalent Position for Currency Option Transactions (after giving effect to the netting provisions of the definition of “Netted Option”) for each value date,

(II) for each currency, UBS shall determine the U.S. dollar equivalent (calculated by UBS in a commercially reasonable manner) of the amount calculated in clause (ii)(I);

(III) UBS shall calculate the sum of the amounts determined for each currency pursuant to clause (ii)(II); and

(IV) UBS shall calculate the sum of the amounts determined pursuant to clause (ii)(III) for all value dates.

2) Exotics Net Open Position shall be calculated by summing (i) and (ii) below:

(i) On the trade date of an Exotic Option, the Exotics Net Open Position shall be calculated by UBS in a commercially reasonable manner as follows; UBS shall determine the U.S. dollar equivalent (determined by UBS in a commercially reasonable manner) of the Delta Equivalent Position (after giving effect to the netting provisions of the definition of “Netted Option”) of each Exotic Option and summing together all such amounts.

(ii) On all subsequent days, the Exotics Net Open Position shall be calculated by UBS acting in a commercially reasonable manner, by dividing the Risk Add-On by a percentage amount as determined by UBS in its sole discretion.

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For the avoidance of doubt, 2(i) shall only apply on the trade date of an Exotic Option, after trade date only 2(ii) will apply.

3) Maximum notional quantity for Exotic Notional Limit purposes shall be calculated as below, for each trade date:

(i) net the notional quantities in respect of those Exotic Options which are identical (requires same currency, expiration date, strike and barrier strike price);

(ii) convert any cross-currency Exotic Option to a US dollar equivalent (determined by UBS in a commercially reasonable manner) notional quantity based upon the then open-market value of one of such currencies; and

(iii) aggregate such notional quantities.

Customer acknowledges and agrees that (i) the volatility classification for any currency may be changed by UBS in its sole discretion at any time with prior notice and (ii) if a currency pair contains currencies of different volatility classifications for purposes of the calculation of Net Open Position, the Transaction will be deemed to involve currencies of the highest ranking classification.

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EX-10.10

Exhibit 10.10

(Multicurrency—Cross Border)

ISDA^®

International Swaps and Derivatives Association, Inc.

MASTER AGREEMENT

dated as of April 9, 2007

between

UBS AG                                              and WORLD MONITOR TRUST III - Series J

have entered and/or anticipate entering into one or more transactions (each a “Transaction”) that are or will be governed by this Master Agreement, which includes the schedule (the “Schedule”), and the documents and other confirming evidence (each a “Confirmation”) exchanged between the parties confirming those Transactions.

Accordingly, the parties agree as follows:—

1. Interpretation

(a) Definitions. The terms defined in Section 14 and in the Schedule will have the meanings therein specified for the purpose of this Master Agreement.

(b) Inconsistency. In the event of any inconsistency between the provisions of the Schedule and the other provisions of this Master Agreement, the Schedule will prevail. In the event of any inconsistency between the provisions of any Confirmation and this Master Agreement (including the Schedule), such Confirmation will prevail for the purpose of the relevant Transaction.

(c) Single Agreement. All Transactions are entered into in reliance on the fact that this Master Agreement and all Confirmations form a single agreement between the parties (collectively referred to as this “Agreement”), and the parties would not otherwise enter into any Transactions.

2. Obligations

(a) General Conditions.

(i) Each party will make each payment or delivery specified in each Confirmation to be made by it, subject to the other provisions of this Agreement.

(ii) Payments under this Agreement will be made on the due date for value on that date in the place of the account specified in the relevant Confirmation or otherwise pursuant to this Agreement, in freely transferable funds and in the manner customary for payments in the required currency. Where settlement is by delivery (that is, other than by payment), such delivery will be made for receipt on the due date in the manner customary for the relevant obligation unless otherwise specified in the relevant Confirmation or elsewhere in this Agreement.

(iii) Each obligation of each party under Section 2(a)(i) is subject to (1) the condition precedent that no Event of Default or Potential Event of Default with respect to the other party has occurred and is continuing, (2) the condition precedent that no Early Termination Date in respect of the relevant Transaction has occurred or been effectively designated and (3) each other applicable condition precedent specified in this Agreement.

Copyright © 1992 by International Swap Dealers Association, Inc.

(b) Change of Account. Either party may change its account for receiving a payment or delivery by giving notice to the other party at least five Local Business Days prior to the scheduled date for the payment or delivery to which such change applies unless such other party gives timely notice of a reasonable objection to such change.

(c) Netting. If on any date amounts would otherwise be payable:—

(i) in the same currency; and

(ii) in respect of the same Transaction,

by each party to the other, then, on such date, each party’s obligation to make payment of any such amount will be automatically satisfied and discharged and, if the aggregate amount that would otherwise have been payable by one party exceeds the aggregate amount that would otherwise have been payable by the other party, replaced by an obligation upon the party by whom the larger aggregate amount would have been payable to pay to the other party the excess of the larger aggregate amount over the smaller aggregate amount.

The parties may elect in respect of two or more Transactions that a net amount will be determined in respect of all amounts payable on the same date in the same currency in respect of such Transactions, regardless of whether such amounts are payable in respect of the same Transaction. The election may be made in the Schedule or a Confirmation by specifying that subparagraph (ii) above will not apply to the Transactions identified as being subject to the election, together with the starting date (in which case subparagraph (ii) above will not, or will cease to, apply to such Transactions from such date). This election may be made separately for different groups of Transactions and will apply separately to each pairing of Offices through which the parties make and receive payments or deliveries.

(d) Deduction or Withholding for Tax.

(i) Gross-Up. All payments under this Agreement will be made without any deduction or withholding for or on account of any Tax unless such deduction or withholding is required by any applicable law, as modified by the practice of any relevant governmental revenue authority, then in effect. If a party is so required to deduct or withhold, then that party (“X”) will:—

(1) promptly notify the other party (“Y”) of such requirement;

(2) pay to the relevant authorities the full amount required to be deducted or withheld (including the full amount required to be deducted or withheld from any additional amount paid by X to Y under this Section 2(d)) promptly upon the earlier of determining that such deduction or withholding is required or receiving notice that such amount has been assessed against Y;

(3) promptly forward to Y an official receipt (or a certified copy), or other documentation reasonably acceptable to Y, evidencing such payment to such authorities; and

(4) if such Tax is an Indemnifiable Tax, pay to Y, in addition to the payment to which Y is otherwise entitled under this Agreement, such additional amount as is necessary to ensure that the net amount actually received by Y (free and clear of Indemnifiable Taxes, whether assessed against X or Y) will equal the full amount Y would have received had no such deduction or withholding been required. However, X will not be required to pay any additional amount to Y to the extent that it would not be required to be paid but for:—

(A) the failure by Y to comply with or perform any agreement contained in Section 4(a)(i), 4(a)(iii) or 4(d); or

(B) the failure of a representation made by Y pursuant to Section 3(f) to be accurate and true unless such failure would not have occurred but for (I) any action taken by a taxing authority, or brought in a court of competent jurisdiction, on or after the date on which a Transaction is entered into (regardless of whether such action is taken or brought with respect to a party to this Agreement) or (II) a Change in Tax Law.

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(ii) Liability. If:—

(1) X is required by any applicable law, as modified by the practice of any relevant governmental revenue authority, to make any deduction or withholding in respect of which X would not be required to pay an additional amount to Y under Section 2(d)(i)(4);

(2) X does not so deduct or withhold; and

(3) a liability resulting from such Tax is assessed directly against X,

then, except to the extent Y has satisfied or then satisfies the liability resulting from such Tax, Y will promptly pay to X the amount of such liability (including any related liability for interest, but including any related liability for penalties only if Y has failed to comply with or perform any agreement contained in Section 4(a)(i), 4(a)(iii) or 4(d)).

(e) Default Interest; Other Amounts. Prior to the occurrence or effective designation of an Early Termination Date in respect of the relevant Transaction, a party that defaults in the performance of any payment obligation will, to the extent permitted by law and subject to Section 6(c), be required to pay interest (before as well as after judgment) on the overdue amount to the other party on demand in the same currency as such overdue amount, for the period from (and including) the original due date for payment to (but excluding) the date of actual payment, at the Default Rate. Such interest will be calculated on the basis of daily compounding and the actual number of days elapsed. If, prior to the occurrence or effective designation of an Early Termination Date in respect of the relevant Transaction, a party defaults in the performance of any obligation required to be settled by delivery, it will compensate the other party on demand if and to the extent provided for in the relevant Confirmation or elsewhere in this Agreement.

3. Representations

Each party represents to the other party (which representations will be deemed to be repeated by each party on each date on which a Transaction is entered into and, in the case of the representations in Section 3(f), at all times until the termination of this Agreement) that:—

(a) Basic Representations.

(i) Status. It is duly organised and validly existing under the laws of the jurisdiction of its organisation or incorporation and, if relevant under such laws, in good standing;

(ii) Powers. It has the power to execute this Agreement and any other documentation relating to this Agreement to which it is a party, to deliver this Agreement and any other documentation relating to this Agreement that it is required by this Agreement to deliver and to perform its obligations under this Agreement and any obligations it has under any Credit Support Document to which it is a party and has taken all necessary action to authorize such execution, delivery and performance;

(iii) No Violation or Conflict. Such execution, delivery and performance do not violate or conflict with any law applicable to it, any provision of its constitutional documents, any order or judgment of any court or other agency of government applicable to it or any of its assets or any contractual restriction binding on or affecting it or any of its assets;

(iv) Consents. All governmental and other consents that are required to have been obtained by it with respect to this Agreement or any Credit Support Document to which it is a party have been obtained and are in full force and effect and all conditions of any such consents have been complied with; and

(v) Obligations Binding. Its obligations under this Agreement and any Credit Support Document to which it is a party constitute its legal, valid and binding obligations, enforceable in accordance with their respective terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law)).

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(b) Absence of Certain Events. No Event of Default or Potential Event of Default or, to its knowledge, Termination Event with respect to it has occurred and is continuing and no such event or circumstance would occur as a result of its entering into or performing its obligations under this Agreement or any Credit Support Document to which it is a party.

(c) Absence of Litigation. There is not pending or, to its knowledge, threatened against it or any of its Affiliates any action, suit or proceeding at law or in equity or before any court, tribunal, governmental body, agency or official or any arbitrator that is likely to affect the legality, validity or enforceability against it of this Agreement or any Credit Support Document to which it is a party or its ability to perform its obligations under this Agreement or such Credit Support Document.

(d) Accuracy of Specified Information. All applicable information that is furnished in writing by or on behalf of it to the other party and is identified for the purpose of this Section 3(d) in the Schedule is, as of the date of the information, true, accurate and complete in every material respect.

(e) Payer Tax Representation. Each representation specified in the Schedule as being made by it for the purpose of this Section 3(e) is accurate and true.

(f) Payee Tax Representations. Each representation specified in the Schedule as being made by it for the purpose of this Section 3(f) is accurate and true.

4. Agreements

Each party agrees with the other that, so long as either party has or may have any obligation under this Agreement or under any Credit Support Document to which it is a party:—

(a) Furnish Specified Information. It will deliver to the other party or, in certain cases under subparagraph (iii) below, to such government or taxing authority as the other party reasonably directs:—

(i) any forms, documents or certificates relating to taxation specified in the Schedule or any Confirmation;

(ii) any other documents specified in the Schedule or any Confirmation; and

(iii) upon reasonable demand by such other party, any form or document that may be required or reasonably requested in writing in order to allow such other party or its Credit Support Provider to make a payment under this Agreement or any applicable Credit Support Document without any deduction or withholding for or on account of any Tax or with such deduction or withholding at a reduced rate (so long as the completion, execution or submission of such form or document would not materially prejudice the legal or commercial position of the party in receipt of such demand), with any such form or document to be accurate and completed in a manner reasonably satisfactory to such other party and to be executed and to be delivered with any reasonably required certification,

in each case by the date specified in the Schedule or such Confirmation or, if none is specified. as soon as reasonably practicable.

(b) Maintain Authorisations. It will use all reasonable efforts to maintain in full force and effect all consents of any governmental or other authority that are required to be obtained by it with respect to this Agreement or any Credit Support Document to which it is a party and will use all reasonable efforts to obtain any that may become necessary in the future.

(c) Comply with Laws. It will comply in all material respects with all applicable laws and orders to which it may be subject if failure so to comply would materially impair its ability to perform its obligations under this Agreement or any Credit Support Document to which it is a party.

(d) Tax Agreement. It will give notice of any failure of a representation made by it under Section 3(f) to be accurate and true promptly upon learning of such failure.

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(e) Payment of Stamp Tax. Subject to Section 11, it will pay any Stamp Tax levied or imposed upon it or in respect of its execution or performance of this Agreement by a jurisdiction in which it is incorporated, organized, managed and controlled, or considered to have its seat, or in which a branch or office through which it is acting for the purpose of this Agreement is located (“Stamp Tax Jurisdiction”) and will indemnify the other party against any Stamp Tax levied or imposed upon the other party or in respect of the other party’s execution or performance of this Agreement by any such Stamp Tax Jurisdiction which is not also a Stamp Tax Jurisdiction with respect to the other party.

5. Events of Default and Termination Events

(a) Events of Default. The occurrence at any time with respect to a party or, if applicable, any Credit Support Provider of such party or any Specified Entity of such party of any of the following events constitutes an event of default (an “Event of Default”) with respect to such party:—

(i) Failure to Pay or Deliver. Failure by the party to make, when due, any payment under this Agreement or delivery under Section 2(a)(i) or 2(e) required to be made by it if such failure is not remedied on or before the third Local Business Day after notice of such failure is given to the party;

(ii) Breach of Agreement. Failure by the party to comply with or perform any agreement or obligation (other than an obligation to make any payment under this Agreement or delivery under Section 2(a)(i) or 2(e) or to give notice of a Termination Event or any agreement or obligation under Section 4(a)(i), 4(a)(iii) or 4(d)) to be complied with or performed by the party in accordance with this Agreement if such failure is not remedied on or before the thirtieth day after notice of such failure is given to the party;

(iii) Credit Support Default.

(1) Failure by the party or any Credit Support Provider of such party to comply with or perform any agreement or obligation to be complied with or performed by it in accordance with any Credit Support Document if such failure is continuing after any applicable grace period has elapsed;

(2) the expiration or termination of such Credit Support Document or the failing or ceasing of such Credit Support Document to be in full force and effect for the purpose of this Agreement (in either case other than in accordance with its terms) prior to the satisfaction of all obligations of such party under each Transaction to which such Credit Support Document relates without the written consent of the other party; or

(3) the party or such Credit Support Provider disaffirms, disclaims, repudiates or rejects, in whole or in part, or challenges the validity of, such Credit Support Document;

(iv) Misrepresentation. A representation (other than a representation under Section 3(e) or (f)) made or repeated or deemed to have been made or repeated by the party or any Credit Support Provider of such party in this Agreement or any Credit Support Document proves to have been incorrect or misleading in any material respect when made or repeated or deemed to have been made or repeated;

(v) Default under Specified Transaction. The party, any Credit Support Provider of such party or any applicable Specified Entity of such party (1) defaults under a Specified Transaction and, after giving effect to any applicable notice requirement or grace period, there occurs a liquidation of, an acceleration of obligations under, or an early termination of, that Specified Transaction, (2) defaults, after giving effect to any applicable notice requirement or grace period, in making any payment or delivery due on the last payment, delivery or exchange date of, or any payment on early termination of, a Specified Transaction (or such default continues for at least three Local Business Days if there is no applicable notice requirement or grace period) or (3) disaffirms, disclaims, repudiates or rejects, in whole or in part, a Specified Transaction (or such action is taken by any person or entity appointed or empowered to operate it or act on its behalf);

(vi) Cross Default. If “Cross Default” is specified in the Schedule as applying to the party, the occurrence or existence of (1) a default, event of default or other similar condition or event (however described) in respect of

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such party, any Credit Support Provider of such party or any applicable Specified Entity of such party under one or more agreements or instruments relating to Specified Indebtedness of any of them (individually or collectively) in an aggregate amount of not less than the applicable Threshold Amount (as specified in the Schedule) which has resulted in such Specified Indebtedness becoming, or becoming capable at such time of being declared, due and payable under such agreements or instruments, before it would otherwise have been due and payable or (2) a default by such party, such Credit Support Provider or such Specified Entity (individually or collectively) in making one or more payments on the due date thereof in an aggregate amount of not less than the applicable Threshold Amount under such agreements or instruments (after giving effect to any applicable notice requirement or grace period);

(vii) Bankruptcy. The party, any Credit Support Provider of such party or any applicable Specified Entity of such party:—

(1) is dissolved (other than pursuant to a consolidation, amalgamation or merger); (2) becomes insolvent or is unable to pay its debts or fails or admits in writing its inability generally to pay its debts as they become due; (3) makes a general assignment, arrangement or composition with or for the benefit of its creditors; (4) institutes or has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding-up or liquidation, and, in the case of any such proceeding or petition instituted or presented against it, such proceeding or petition (A) results in a judgment of insolvency or bankruptcy or the entry of an order for relief or the making of an order for its winding-up or liquidation or (B) is not dismissed, discharged, stayed or restrained in each case within 30 days of the institution or presentation thereof; (5) has a resolution passed for its winding-up, official management or liquidation (other than pursuant to a consolidation, amalgamation or merger); (6) seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all or substantially all its assets; (7) has a secured party take possession of all or substantially all its assets or has a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all its assets and such secured party maintains possession, or any such process is not dismissed, discharged, stayed or restrained, in each case within 30 days thereafter; (8) causes or is subject to any event with respect to it which, under the applicable laws of any jurisdiction, has an analogous effect to any of the events specified in clauses (1) to (7) (inclusive); or (9) takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the foregoing acts; or

(viii) Merger Without Assumption. The party or any Credit Support Provider of such party consolidates or amalgamates with, or merges with or into, or transfers all or substantially all its assets to, another entity and, at the time of such consolidation, amalgamation, merger or transfer:—

(1) the resulting, surviving or transferee entity fails to assume all the obligations of such party or such Credit Support Provider under this Agreement or any Credit Support Document to which it or its predecessor was a party by operation of law or pursuant to an agreement reasonably satisfactory to the other party to this Agreement; or

(2) the benefits of any Credit Support Document fail to extend (without the consent of the other party) to the performance by such resulting, surviving or transferee entity of its obligations under this Agreement.

(b) Termination Events. The occurrence at any time with respect to a party or, if applicable, any Credit Support Provider of such party or any Specified Entity of such party of any event specified below constitutes an Illegality if the event is specified in (i) below, a Tax Event if the event is specified in (ii) below or a Tax Event Upon Merger if the event is specified in (iii) below, and, if specified to be applicable, a Credit Event Upon Merger if the event is specified pursuant to (iv) below or an Additional Termination Event if the event is specified pursuant to (v) below:—

(i) Illegality. Due to the adoption of, or any change in, any applicable law after the date on which a Transaction is entered into, or due to the promulgation of, or any change in, the interpretation by any court, tribunal or regulatory authority with competent jurisdiction of any applicable law after such date, it becomes unlawful (other than as a result of a breach by the party of Section 4(b)) for such party (which will be the Affected Party):—

6 ISDA®1992

(1) to perform any absolute or contingent obligation to make a payment or delivery or to receive a payment or delivery in respect of such Transaction or to comply with any other material provision of this Agreement relating to such Transaction; or

(2) to perform, or for any Credit Support Provider of such party to perform, any contingent or other obligation which the party (or such Credit Support Provider) has under any Credit Support Document relating to such Transaction;

(ii) Tax Event. Due to (x) any action taken by a taxing authority, or brought in a court of competent jurisdiction, on or after the date on which a Transaction is entered into (regardless of whether such action is taken or brought with respect to a party to this Agreement) or (y) a Change in Tax Law, the party (which will be the Affected Party) will, or there is a substantial likelihood that it will, on the next succeeding Scheduled Payment Date (1) be required to pay to the other party an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) (except in respect of interest under Section 2(e), 6(d)(ii) or 6(e)) or (2) receive a payment from which an amount is required to be deducted or withheld for or on account of a Tax (except in respect of interest under Section 2(e), 6(d)(ii) or 6(e)) and no additional amount is required to be paid in respect of such Tax under Section 2(d)(i)(4) (other than by reason of Section 2(d)(i)(4)(A) or (B));

(iii) Tax Event Upon Merger. The party (the “Burdened Party”) on the next succeeding Scheduled Payment Date will either (1) be required to pay an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) (except in respect of interest under Section 2(e), 6(d)(ii) or 6(e)) or (2) receive a payment from which an amount has been deducted or withheld for or on account of any Indemnifiable Tax in respect of which the other party is not required to pay an additional amount (other than by reason of Section 2(d)(i)(4)(A) or (B)), in either case as a result of a party consolidating or amalgamating with, or merging with or into, or transferring all or substantially all its assets to, another entity (which will be the Affected Party) where such action does not constitute an event described in Section 5(a)(viii);

(iv) Credit Event Upon Merger. If “Credit Event Upon Merger” is specified in the Schedule as applying to the party, such party (“X”), any Credit Support Provider of X or any applicable Specified Entity of X consolidates or amalgamates with, or merges with or into, or transfers all or substantially all its assets to, another entity and such action does not constitute an event described in Section 5(a)(viii) but the creditworthiness of the resulting, surviving or transferee entity is materially weaker than that of X, such Credit Support Provider or such Specified Entity, as the case may be, immediately prior to such action (and, in such event, X or its successor or transferee, as appropriate, will be the Affected Party); or

(v) Additional Termination Event. If any “Additional Termination Event” is specified in the Schedule or any Confirmation as applying, the occurrence of such event (and, in such event, the Affected Party or Affected Parties shall be as specified for such Additional Termination Event in the Schedule or such Confirmation).

(c) Event of Default and Illegality. If an event or circumstance which would otherwise constitute or give rise to an Event of Default also constitutes an Illegality, it will be treated as an Illegality and will not constitute an Event of Default.

6. Early Termination

(a) Right to Terminate Following Event of Default. If at any time an Event of Default with respect to a party (the “Defaulting Party”) has occurred and is then continuing, the other party (the “Non-defaulting Party”) may, by not more than 20 days notice to the Defaulting Party specifying the relevant Event of Default, designate a day not earlier than the day such notice is effective as an Early Termination Date in respect of all outstanding Transactions. If, however, “Automatic Early Termination” is specified in the Schedule as applying to a party, then an Early Termination Date in respect of all outstanding Transactions will occur immediately upon the occurrence with respect to such party of an Event of Default specified in Section 5(a)(vii)(1), (3), (5), (6) or, to the extent analogous thereto, (8), and as of the time immediately preceding the institution of the relevant proceeding or the presentation of the relevant petition upon the occurrence with respect to such party of an Event of Default specified in Section 5(a)(vii)(4) or, to the extent analogous thereto, (8).

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(b) Right to Terminate Following Termination Event.

(i) Notice. If a Termination Event occurs, an Affected Party will, promptly upon becoming aware of it, notify the other party, specifying the nature of that Termination Event and each Affected Transaction and will also give such other information about that Termination Event as the other party may reasonably require.

(ii) Transfer to Avoid Termination Event. If either an Illegality under Section 5(b)(i)(1) or a Tax Event occurs and there is only one Affected Party, or if a Tax Event Upon Merger occurs and the Burdened Party is the Affected Party, the Affected Party will, as a condition to its right to designate an Early Termination Date under Section 6(b)(iv), use all reasonable efforts (which will not require such party to incur a loss, excluding immaterial, incidental expenses) to transfer within 20 days after it gives notice under Section 6(b)(i) all its rights and obligations under this Agreement in respect of the Affected Transactions to another of its Offices or Affiliates so that such Termination Event ceases to exist.

If the Affected Party is not able to make such a transfer it will give notice to the other party to that effect within such 20 day period, whereupon the other party may effect such a transfer within 30 days after the notice is given under Section 6(b)(i).

Any such transfer by a party under this Section 6(b)(ii) will be subject to and conditional upon the prior written consent of the other party, which consent will not be withheld if such other party’s policies in effect at such time would permit it to enter into transactions with the transferee on the terms proposed.

(iii) Two Affected Parties. If an Illegality under Section 5(b)(i)(1) or a Tax Event occurs and there are two Affected Parties, each party will use all reasonable efforts to reach agreement within 30 days after notice thereof is given under Section 6(b)(i) on action to avoid that Termination Event.

(iv) Right to Terminate. If:—

(1) a transfer under Section 6(b)(ii) or an agreement under Section 6(b)(iii), as the case may be, has not been effected with respect to all Affected Transactions within 30 days after an Affected Party gives notice under Section 6(b)(i); or

(2) an Illegality under Section 5(b)(i)(2), a Credit Event Upon Merger or an Additional Termination Event occurs, or a Tax Event Upon Merger occurs and the Burdened Party is not the Affected Party,

either party in the case of an Illegality, the Burdened Party in the case of a Tax Event Upon Merger, any Affected Party in the case of a Tax Event or an Additional Termination Event if there is more than one Affected Party, or the party which is not the Affected Party in the case of a Credit Event Upon Merger or an Additional Termination Event if there is only one Affected Party may, by not more than 20 days notice to the other party and provided that the relevant Termination Event is then continuing, designate a day not earlier than the day such notice is effective as an Early Termination Date in respect of all Affected Transactions.

(c) Effect of Designation.

(i) If notice designating an Early Termination Date is given under Section 6(a) or (b), the Early Termination Date will occur on the date so designated, whether or not the relevant Event of Default or Termination Event is then continuing.

(ii) Upon the occurrence or effective designation of an Early Termination Date, no further payments or deliveries under Section 2(a)(i) or 2(e) in respect of the Terminated Transactions will be required to be made, but without prejudice to the other provisions of this Agreement. The amount, if any, payable in respect of an Early Termination Date shall be determined pursuant to Section 6(e).

(d) Calculations.

(i) Statement. On or as soon as reasonably practicable following the occurrence of an Early Termination Date, each party will make the calculations on its part, if any, contemplated by Section 6(e) and will provide to the other party a statement (1) showing, in reasonable detail, such calculations (including all relevant quotations

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and specifying any amount payable under Section 6(e)) and (2) giving details of the relevant account to which any amount payable to it is to be paid. In the absence of written confirmation from the source of a quotation obtained in determining a Market Quotation, the records of the party obtaining such quotation will be conclusive evidence of the existence and accuracy of such quotation.

(ii) Payment Date. An amount calculated as being due in respect of any Early Termination Date under Section 6(e) will be payable on the day that notice of the amount payable is effective (in the case of an Early Termination Date which is designated or occurs as a result of an Event of Default) and on the day which is two Local Business Days after the day on which notice of the amount payable is effective (in the case of an Early Termination Date which is designated as a result of a Termination Event). Such amount will be paid together with (to the extent permitted under applicable law) interest thereon (before as well as after judgment) in the Termination Currency, from (and including) the relevant Early Termination Date to (but excluding) the date such amount is paid, at the Applicable Rate. Such interest will be calculated on the basis of daily compounding and the actual number of days elapsed.

(e) Payments on Early Termination. If an Early Termination Date occurs, the following provisions shall apply based on the parties’ election in the Schedule of a payment measure, either “Market Quotation” or “Loss,” and a payment method, either the “First Method” or the “Second Method.” If the parties fail to designate a payment measure or payment method in the Schedule, it will be deemed that “Market Quotation” or the “Second Method,” as the case may be, shall apply. The amount, if any, payable in respect of an Early Termination Date and determined pursuant to this Section will be subject to any Set-off.

(i) Events of Default. If the Early Termination Date results from an Event of Default:—

(1) First Method and Market Quotation. If the First Method and Market Quotation apply, the Defaulting Party will pay to the Non-defaulting Party the excess, if a positive number, of (A) the sum of the Settlement Amount (determined by the Non-defaulting Party) in respect of the Terminated Transactions and the Termination Currency Equivalent of the Unpaid Amounts owing to the Non-defaulting Party over (B) the Termination Currency Equivalent of the Unpaid Amounts owing to the Defaulting Party.

(2) First Method and Loss. If the First Method and Loss apply, the Defaulting Party will pay to the Non-defaulting Party, if a positive number, the Non-defaulting Party’s Loss in respect of this Agreement.

(3) Second Method and Market Quotation. If the Second Method and Market Quotation apply, an amount will be payable equal to (A) the sum of the Settlement Amount (determined by the Non-defaulting Party) in respect of the Terminated Transactions and the Termination Currency Equivalent of the Unpaid Amounts owing to the Non-defaulting Party less (B) the Termination Currency Equivalent of the Unpaid Amounts owing to the Defaulting Party. If that amount is a positive number, the Defaulting Party will pay it to the Non-defaulting Party; if it is a negative number, the Non-defaulting Party will pay the absolute value of that amount to the Defaulting Party.

(4) Second Method and Loss. If the Second Method and Loss apply, an amount will be payable equal to the Non-defaulting Party’s Loss in respect of this Agreement. If that amount is a positive number, the Defaulting Party will pay it to the Non-defaulting Party; if it is a negative number, the Non-defaulting Party will pay the absolute value of that amount to the Defaulting Party.

(ii) Termination Events. If the Early Termination Date results from a Termination Event:—

(1) One Affected Party. If there is one Affected Party, the amount payable will be determined in accordance with Section 6(e)(i)(3), if Market Quotation applies, or Section 6(e)(i)(4), if Loss applies, except that, in either case, references to the Defaulting Party and to the Non-defaulting Party will be deemed to be references to the Affected Party and the party which is not the Affected Party, respectively, and, if Loss applies and fewer than all the Transactions are being terminated, Loss shall be calculated in respect of all Terminated Transactions.

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(2) Two Affected Parties. If there are two Affected Parties:—

(A) if Market Quotation applies, each party will determine a Settlement Amount in respect of the Terminated Transactions, and an amount will be payable equal to (I) the sum of (a) one-half of the difference between the Settlement Amount of the party with the higher Settlement Amount (“X”) and the Settlement Amount of the party with the lower Settlement Amount (“Y”) and (b) the Termination Currency Equivalent of the Unpaid Amounts owing to X less (II) the Termination Currency Equivalent of the Unpaid Amounts owing to Y; and

(B) if Loss applies, each party will determine its Loss in respect of this Agreement (or, if fewer than all the Transactions are being terminated, in respect of all Terminated Transactions) and an amount will be payable equal to one-half of the difference between the Loss of the party with the higher Loss (“X”) and the Loss of the party with the lower Loss (“Y”).

If the amount payable is a positive number, Y will pay it to X; if it is a negative number, X will pay the absolute value of that amount to Y.

(iii) Adjustment for Bankruptcy. In circumstances where an Early Termination Date occurs because “Automatic Early Termination” applies in respect of a party, the amount determined under this Section 6(e) will be subject to such adjustments as are appropriate and permitted by law to reflect any payments or deliveries made by one party to the other under this Agreement (and retained by such other party) during the period from the relevant Early Termination Date to the date for payment determined under Section 6(d)(ii).

(iv) Pre-Estimate. The parties agree that if Market Quotation applies an amount recoverable under this Section 6(e) is a reasonable pre-estimate of loss and not a penalty. Such amount is payable for the loss of bargain and the loss of protection against future risks and except as otherwise provided in this Agreement neither party will be entitled to recover any additional damages as a consequence of such losses.

7. Transfer

Subject to Section 6(b)(ii), neither this Agreement nor any interest or obligation in or under this Agreement may be transferred (whether by way of security or otherwise) by either party without the prior written consent of the other party, except that:—

(a) a party may make such a transfer of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of all or substantially all its assets to, another entity (but without prejudice to any other right or remedy under this Agreement); and

(b) a party may make such a transfer of all or any part of its interest in any amount payable to it from a Defaulting Party under Section 6(e).

Any purported transfer that is not in compliance with this Section will be void.

8. Contractual Currency

(a) Payment in the Contractual Currency. Each payment under this Agreement will be made in the relevant currency specified in this Agreement for that payment (the “Contractual Currency”). To the extent permitted by applicable law, any obligation to make payments under this Agreement in the Contractual Currency will not be discharged or satisfied by any tender in any currency other than the Contractual Currency, except to the extent such tender results in the actual receipt by the party to which payment is owed, acting in a reasonable manner and in good faith in converting the currency so tendered into the Contractual Currency, of the full amount in the Contractual Currency of all amounts payable in respect of this Agreement. If for any reason the amount in the Contractual Currency so received falls short of the amount in the Contractual Currency payable in respect of this Agreement, the party required to make the payment will, to the extent permitted by applicable law, immediately pay such additional amount in the Contractual Currency as may be necessary to compensate for the shortfall. If for any reason the amount in the Contractual Currency so received exceeds the amount in the Contractual Currency payable in respect of this Agreement, the party receiving the payment will refund promptly the amount of such excess.

10 ISDA®1992

(b) Judgments. To the extent permitted by applicable law, if any judgment or order expressed in a currency other than the Contractual Currency is rendered (i) for the payment of any amount owing in respect of this Agreement, (ii) for the payment of any amount relating to any early termination in respect of this Agreement or (iii) in respect of a judgment or order of another court for the payment of any amount described in (i) or (ii) above, the party seeking recovery, after recovery in full of the aggregate amount to which such party is entitled pursuant to the judgment or order, will be entitled to receive immediately from the other party the amount of any shortfall of the Contractual Currency received by such party as a consequence of sums paid in such other currency and will refund promptly to the other party any excess of the Contractual Currency received by such party as a consequence of sums paid in such other currency if such shortfall or such excess arises or results from any variation between the rate of exchange at which the Contractual Currency is converted into the currency of the judgment or order for the purposes of such judgment or order and the rate of exchange at which such party is able, acting in a reasonable manner and in good faith in converting the currency received into the Contractual Currency, to purchase the Contractual Currency with the amount of the currency of the judgment or order actually received by such party. The term “rate of exchange” includes, without limitation, any premiums and costs of exchange payable in connection with the purchase of or conversion into the Contractual Currency.

(c) Separate Indemnities. To the extent permitted by applicable law, these indemnities constitute separate and independent obligations from the other obligations in this Agreement, will be enforceable as separate and independent causes of action, will apply notwithstanding any indulgence granted by the party to which any payment is owed and will not be affected by judgment being obtained or claim or proof being made for any other sums payable in respect of this Agreement.

(d) Evidence of Loss. For the purpose of this Section 8, it will be sufficient for a party to demonstrate that it would have suffered a loss had an actual exchange or purchase been made.

9. Miscellaneous

(a) Entire Agreement. This Agreement constitutes the entire agreement and understanding of the parties with respect to its subject matter and supersedes all oral communication and prior writings with respect thereto.

(b) Amendments. No amendment, modification or waiver in respect of this Agreement will be effective unless in writing (including a writing evidenced by a facsimile transmission) and executed by each of the parties or confirmed by an exchange of telexes or electronic messages on an electronic messaging system.

(c) Survival of Obligations. Without prejudice to Sections 2(a)(iii) and 6(c)(ii), the obligations of the parties under this Agreement will survive the termination of any Transaction.

(d) Remedies Cumulative. Except as provided in this Agreement, the rights, powers, remedies and privileges provided in this Agreement are cumulative and not exclusive of any rights, powers, remedies and privileges provided by law.

(e) Counterparts and Confirmations.

(i) This Agreement (and each amendment, modification and waiver in respect of it) may be executed and delivered in counterparts (including by facsimile transmission), each of which will be deemed an original.

(ii) The parties intend that they are legally bound by the terms of each Transaction from the moment they agree to those terms (whether orally or otherwise). A Confirmation shall be entered into as soon as practicable and may be executed and delivered in counterparts (including by facsimile transmission) or be created by an exchange of telexes or by an exchange of electronic messages on an electronic messaging system, which in each case will be sufficient for all purposes to evidence a binding supplement to this Agreement. The parties will specify therein or through another effective means that any such counterpart, telex or electronic message constitutes a Confirmation.

(f) No Waiver of Rights. A failure or delay in exercising any right, power or privilege in respect of this Agreement will not be presumed to operate as a waiver, and a single or partial exercise of any right, power or privilege will not be presumed to preclude any subsequent or further exercise, of that right, power or privilege or the exercise of any other right, power or privilege.

11 ISDA®1992

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

10. Offices; Multibranch Parties

(a) If Section 10(a) is specified in the Schedule as applying, each party that enters into a Transaction through an Office other than its head or home office represents to the other party that, notwithstanding the place of booking office or jurisdiction of incorporation or organization of such party, the obligations of such party are the same as if it had entered into the Transaction through its head or home office. This representation will be deemed to be repeated by such party on each date on which a Transaction is entered into.

(b) Neither party may change the Office through which it makes and receives payments or deliveries for the purpose of a Transaction without the prior written consent of the other party.

(c) If a party is specified as a Multibranch Party in the Schedule, such Multibranch Party may make and receive payments or deliveries under any Transaction through any Office listed in the Schedule, and the Office through which it makes and receives payments or deliveries with respect to a Transaction will be specified in the relevant Confirmation.

11. Expenses

A Defaulting Party will, on demand, indemnify and hold harmless the other party for and against all reasonable out-of-pocket expenses, including legal fees and Stamp Tax, incurred by such other party by reason of the enforcement and protection of its rights under this Agreement or any Credit Support Document to which the Defaulting Party is a party or by reason of the early termination of any Transaction, including, but not limited to, costs of collection.

12. Notices

(a) Effectiveness. Any notice or other communication in respect of this Agreement may be given in any manner set forth below (except that a notice or other communication under Section 5 or 6 may not be given by facsimile transmission or electronic messaging system) to the address or number or in accordance with the electronic messaging system details provided (see the Schedule) and will be deemed effective as indicated:—

(i) if in writing and delivered in person or by courier, on the date it is delivered;

(ii) if sent by telex, on the date the recipient’s answerback is received;

(iii) if sent by facsimile transmission, on the date that transmission is received by a responsible employee of the recipient in legible form (it being agreed that the burden of proving receipt will be on the sender and will not be met by a transmission report generated by the sender’s facsimile machine);

(iv) if sent by certified or registered mail (airmail, if overseas) or the equivalent (return receipt requested), on the date that mail is delivered or its delivery is attempted; or

(v) if sent by electronic messaging system, on the date that electronic message is received,

unless the date of that delivery (or attempted delivery) or that receipt, as applicable, is not a Local Business Day or that communication is delivered (or attempted) or received, as applicable, after the close of business on a Local Business Day, in which case that communication shall be deemed given and effective on the first following day that is a Local Business Day.

(b) Change of Addresses. Either party may by notice to the other change the address, telex or facsimile number or electronic messaging system details at which notices or other communications are to be given to it.

13. Governing Law and Jurisdiction

(a) Governing Law. This Agreement will be governed by and construed in accordance with the law specified in the Schedule.

12 ISDA®1992

(b) Jurisdiction. With respect to any suit, action or proceedings relating to this Agreement (“Proceedings”), each party irrevocably:—

(i) submits to the jurisdiction of the English courts, if this Agreement is expressed to be governed by English law, or to the non-exclusive jurisdiction of the courts of the State of New York and the United States District Court located in the Borough of Manhattan in New York City, if this Agreement is expressed to be governed by the laws of the State of New York; and

(ii) waives any objection which it may have at any time to the laying of venue of any Proceedings brought in any such court, waives any claim that such Proceedings have been brought in an inconvenient forum and further waives the right to object, with respect to such Proceedings, that such court does not have any jurisdiction over such party.

Nothing in this Agreement precludes either party from bringing Proceedings in any other jurisdiction (outside, if this Agreement is expressed to be governed by English law, the Contracting States, as defined in Section 1(3) of the Civil Jurisdiction and Judgments Act 1982 or any modification, extension or re-enactment thereof for the time being in force) nor will the bringing of Proceedings in any one or more jurisdictions preclude the bringing of Proceedings in any other jurisdiction.

(c) Service of Process. Each party irrevocably appoints the Process Agent (if any) specified opposite its name in the Schedule to receive, for it and on its behalf, service of process in any Proceedings. If for any reason any party’s Process Agent is unable to act as such, such party will promptly notify the other party and within 30 days appoint a substitute process agent acceptable to the other party. The parties irrevocably consent to service of process given in the manner provided for notices in Section 12. Nothing in this Agreement will affect the right of either party to serve process in any other manner permitted by law.

(d) Waiver of Immunities. Each party irrevocably waives, to the fullest extent permitted by applicable law, with respect to itself and its revenues and assets (irrespective of their use or intended use), all immunity on the grounds of sovereignty or other similar grounds from (i) suit, (ii) jurisdiction of any court, (iii) relief by way of injunction, order for specific performance or for recovery of property, (iv) attachment of its assets (whether before or after judgment) and (v) execution or enforcement of any judgment to which it or its revenues or assets might otherwise be entitled in any Proceedings in the courts of any jurisdiction and irrevocably agrees, to the extent permitted by applicable law, that it will not claim any such immunity in any Proceedings.

14. Definitions

As used in this Agreement:—

“Additional Termination Event” has the meaning specified in Section 5(b).

“Affected Party” has the meaning specified in Section 5(b).

“Affected Transactions” means (a) with respect to any Termination Event consisting of an Illegality, Tax Event or Tax Event Upon Merger, all Transactions affected by the occurrence of such Termination Event and (b) with respect to any other Termination Event, all Transactions.

“Affiliate” means, subject to the Schedule, in relation to any person, any entity controlled, directly or indirectly, by the person, any entity that controls, directly or indirectly, the person or any entity directly or indirectly under common control with the person. For this purpose, “control” of any entity or person means ownership of a majority of the voting power of the entity or person.

“Applicable Rate” means:—

(a) in respect of obligations payable or deliverable (or which would have been but for Section 2(a)(iii)) by a Defaulting Party, the Default Rate;

(b) in respect of an obligation to pay an amount under Section 6(e) of either party from and after the date (determined in accordance with Section 6(d)(ii)) on which that amount is payable, the Default Rate;

13 ISDA®1992

(c) is respect of all other obligations payable or deliverable (or which would have been but for Section 2(a)(iii)) by a Non-defaulting Party, the Non-default Rate; and

(d) in all other cases, the Termination Rate.

“Burdened Party” has the meaning specified in Section 5(b).

“Change in Tax Law” means the enactment, promulgation, execution or ratification of, or any change in or amendment to, any law (or in the application or official interpretation of any law) that occurs on or after the date on which the relevant Transaction is entered into.

“consent” includes a consent, approval, action, authorisation, exemption, notice, filing, registration or exchange control consent.

“Credit Event Upon Merger” has the meaning specified in Section 5(b).

“Credit Support Document” means any agreement or instrument that is specified as such in this Agreement.

“Credit Support Provider” has the meaning specified in the Schedule.

“Default Rate” means a rate per annum equal to the cost (without proof or evidence of any actual cost) to the relevant payee (as certified by it) if it were to fund or of funding the relevant amount plus 1% per annum.

“Defaulting Party” has the meaning specified in Section 6(a).

“Early Termination Date” means the date determined in accordance with Section 6(a) or 6(b)(iv).

“Event of Default” has the meaning specified in Section 5(a) and, if applicable, in the Schedule.

“Illegality” has the meaning specified in Section 5(b).

“Indemnifiable Tax” means any Tax other than a Tax that would not be imposed in respect of a payment under this Agreement but for a present or former connection between the jurisdiction of the government or taxation authority imposing such Tax and the recipient of such payment or a person related to such recipient (including, without limitation, a connection arising from such recipient or related person being or having been a citizen or resident of such jurisdiction, or being or having been organised, present or engaged in a trade or business in such jurisdiction, or having or having had a permanent establishment or fixed place of business in such jurisdiction, but excluding a connection arising solely from such recipient or related person having executed, delivered, performed its obligations or received a payment under, or enforced, this Agreement or a Credit Support Document).

“law” includes any treaty, law, rule or regulation (as modified, in the case of tax matters, by the practice of any relevant governmental revenue authority) and “lawful” and “unlawful” will be construed accordingly.

“Local Business Day” means, subject to the Schedule, a day on which commercial banks are open for business (including dealings in foreign exchange and foreign currency deposits) (a) in relation to any obligation under Section 2(a)(i), in the place(s) specified in the relevant Confirmation or, if not so specified, as otherwise agreed by the parties in writing or determined pursuant to provisions contained, or incorporated by reference, in this Agreement, (b) in relation to any other payment, in the place where the relevant account is located and, if different, in the principal financial centre, if any, of the currency of such payment, (c) in relation to any notice or other communication, including notice contemplated under Section 5(a)(i), in the city specified in the address for notice provided by the recipient and, in the case of a notice contemplated by Section 2(b), in the place where the relevant new account is to be located and (d) in relation to Section 5(a)(v)(2), in the relevant locations for performance with respect to such Specified Transaction.

“Loss” means, with respect to this Agreement or one or more Terminated Transactions, as the case may be, and a party, the Termination Currency Equivalent of an amount that party reasonably determines in good faith to be its total losses and costs (or gain, in which case expressed as a negative number) in connection with this Agreement or that Terminated Transaction or group of Terminated Transactions, as the case may be, including any loss of bargain, cost of funding or, at the election of such party but without duplication, loss or cost incurred as a result of its terminating, liquidating,

14 ISDA®1992

obtaining or reestablishing any hedge or related trading position (or any gain resulting from any of them). Loss includes losses and costs (or gains) in respect of any payment or delivery required to have been made (assuming satisfaction of each applicable condition precedent) on or before the relevant Early Termination Date and not made, except, so as to avoid duplication, if Section 6(e)(i)(1) or (3) or 6(e)(ii)(2)(A) applies. Loss does not include a party’s legal fees and out-of-pocket expenses referred to under Section 11. A party will determine its Loss as of the relevant Early Termination Date or, if that is not reasonably practicable, as of the earliest date thereafter as is reasonably practicable. A party may (but need not) determine its Loss by reference to quotations of relevant rates or prices from one or more leading dealers in the relevant markets.

“Market Quotation” means, with respect to one or more Terminated Transactions and a party making the determination, an amount determined on the basis of quotations from Reference Market-makers. Each quotation will be for an amount, if any, that would be paid to such party (expressed as a negative number) or by such party (expressed as a positive number) in consideration of an agreement between such party (taking into account any existing Credit Support Document with respect to the obligations of such party) and the quoting Reference Market-maker to enter into a transaction (the “Replacement Transaction”) that would have the effect of preserving for such party the economic equivalent of any payment or delivery (whether the underlying obligation was absolute or contingent and assuming the satisfaction of each applicable condition precedent) by the parties under Section 2(a)(i) in respect of such Terminated Transaction or group of Terminated Transactions that would, but for the occurrence of the relevant Early Termination Date, have been required after that date. For this purpose, Unpaid Amounts in respect of the Terminated Transaction or group of Terminated Transactions are to be excluded but, without limitation, any payment or delivery that would, but for the relevant Early Termination Date, have been required (assuming satisfaction of each applicable condition precedent) after that Early Termination Date is to be included. The Replacement Transaction would be subject to such documentation as such party and the Reference Market-maker may, in good faith, agree. The party making the determination (or its agent) will request each Reference Market-maker to provide its quotation to the extent reasonably practicable as of the same day and time (without regard to different time zones) on or as soon as reasonably practicable after the relevant Early Termination Date. The day and time as of which those quotations are to be obtained will be selected in good faith by the party obliged to make a determination under Section 6(e), and, if each party is so obliged, after consultation with the other. If more than three quotations are provided, the Market Quotation will be the arithmetic mean of the quotations, without regard to the quotations having the highest and lowest values. If exactly three such quotations are provided, the Market Quotation will be the quotation remaining after disregarding the highest and lowest quotations. For this purpose, if more than one quotation has the same highest value or lowest value, then one of such quotations shall be disregarded. If fewer than three quotations are provided, it will be deemed that the Market Quotation in respect of such Terminated Transaction or group of Terminated Transactions cannot be determined.

“Non-default Rate” means a rate per annum equal to the cost (without proof or evidence of any actual cost) to the Non-defaulting Party (as certified by it) if it were to fund the relevant amount.

“Non-defaulting Party” has the meaning specified in Section 6(a).

“Office” means a branch or office of a party, which may be such party’s head or home office.

“Potential Event of Default” means any event which, with the giving of notice or the lapse of time or both, would constitute an Event of Default.

“Reference Market-makers” means four leading dealers in the relevant market selected by the party determining a Market Quotation in good faith (a) from among dealers of the highest credit standing which satisfy all the criteria that such party applies generally at the time in deciding whether to offer or to make an extension of credit and (b) to the extent practicable, from among such dealers having an office in the same city.

“Relevant Jurisdiction” means, with respect to a party, the jurisdictions (a) in which the party is incorporated organised, managed and controlled or considered to have its seat, (b) where an Office through which the party is acting for purposes of this Agreement is located, (c) in which the party executes this Agreement and (d) in relation to any payment, from or through which such payment is made.

“Scheduled Payment Date” means a date on which a payment or delivery is to be made under Section 2(a)(i) with respect to a Transaction.

15 ISDA®1992

“Set-off” means set-off, offset, combination of accounts, right of retention or withholding or similar right or requirement to which the payer of an amount under Section 6 is entitled or subject (whether arising under this Agreement, another contract, applicable law or otherwise) that is exercised by, or imposed on, such payer.

“Settlement Amount” means, with respect to a party and any Early Termination Date, the sum of:—

(a) the Termination Currency Equivalent of the Market Quotations (whether positive or negative) for each Terminated Transaction or group of Terminated Transactions for which a Market Quotation is determined; and

(b) such party’s Loss (whether positive or negative and without reference to any Unpaid Amounts) for each Terminated Transaction or group of Terminated Transactions for which a Market Quotation cannot be determined or would not (in the reasonable belief of the party making the determination) produce a commercially reasonable result.

“Specified Entity” has the meaning specified in the Schedule.

“Specified Indebtedness” means, subject to the Schedule, any obligation (whether present or future, contingent or otherwise, as principal or surety or otherwise) in respect of borrowed money.

“Specified Transaction” means, subject to the Schedule, (a) any transaction (including an agreement with respect thereto) now existing or hereafter entered into between one party to this Agreement (or any Credit Support Provider of such party or any applicable Specified Entity of such party) and the other party to this Agreement (or any Credit Support Provider of such other party or any applicable Specified Entity of such other party) which is a rate swap transaction, basis swap, forward rate transaction, commodity swap, commodity option, equity or equity index swap, equity or equity index option, bond option, interest rate option, foreign exchange transaction, cap transaction, floor transaction, collar transaction, currency swap transaction, cross-currency rate swap transaction, currency option or any other similar transaction (including any option with respect to any of these transactions), (b) any combination of these transactions and (c) any other transaction identified as a Specified Transaction in this Agreement or the relevant confirmation.

“Stamp Tax” means any stamp, registration, documentation or similar tax.

“Tax” means any present or future tax, levy, impost, duty, charge, assessment or fee of any nature (including interest, penalties and additions thereto) that is imposed by any government or other taxing authority in respect of any payment under this Agreement other than a stamp, registration, documentation or similar tax.

“Tax Event” has the meaning specified in Section 5(b).

“Tax Event Upon Merger” has the meaning specified in Section 5(b).

“Terminated Transactions” means with respect to any Early Termination Date (a) if resulting from a Termination Event, all Affected Transactions and (b) if resulting from an Event of Default, all Transactions (in either case) in effect immediately before the effectiveness of the notice designating that Early Termination Date (or, if “Automatic Early Termination” applies, immediately before that Early Termination Date).

“Termination Currency” has the meaning specified in the Schedule.

“Termination Currency Equivalent” means, in respect of any amount denominated in the Termination Currency, such Termination Currency amount and, in respect of any amount denominated in a currency other than the Termination Currency (the “Other Currency”), the amount in the Termination Currency determined by the party making the relevant determination as being required to purchase such amount of such Other Currency as at the relevant Early Termination Date, or, if the relevant Market Quotation or Loss (as the case may be), is determined as of a later date, that later date, with the Termination Currency at the rate equal to the spot exchange rate of the foreign exchange agent (selected as provided below) for the purchase of such Other Currency with the Termination Currency at or about 11:00 a.m. (in the city in which such foreign exchange agent is located) on such date as would be customary for the determination of such a rate for the purchase of such Other Currency for value on the relevant Early Termination Date or that later date. The foreign exchange agent will, if only one party is obliged to make a determination under Section 6(e), be selected in good faith by that party and otherwise will be agreed by the parties.

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“Termination Event” means an Illegality, a Tax Event or a Tax Event Upon Merger or, if specified to be applicable, a Credit Event Upon Merger or an Additional Termination Event.

“Termination Rate” means a rate per annum equal to the arithmetic mean of the cost (without proof or evidence of any actual cost) to each party (as certified by such party) if it were to fund or of funding such amounts.

“Unpaid Amounts” owing to any party means, with respect to an Early Termination Date, the aggregate of (a) in respect of all Terminated Transactions, the amounts that became payable (or that would have become payable but for Section 2(a)(iii)) to such party under Section 2(a)(i) on or prior to such Early Termination Date and which remain unpaid as at such Early Termination Date and (b) in respect of each Terminated Transaction, for each obligation under Section 2(a)(i) which was (or would have been but for Section 2(a)(iii)) required to be settled by delivery to such party on or prior to such Early Termination Date and which has not been so settled as at such Early Termination Date, an amount equal to the fair market value of that which was (or would have been) required to be delivered as of the originally scheduled date for delivery, in each case together with (to the extent permitted under applicable law) interest, in the currency of such amounts, from (and including) the date such amounts or obligations were or would have been required to have been paid or performed to (but excluding) such Early Termination Date, at the Applicable Rate. Such amounts of interest will be calculated on the basis of daily compounding and the actual number of days elapsed. The fair market value of any obligation referred to in clause (b) above shall be reasonably determined by the party obliged to make the determination under Section 6(e) or, if each party is so obliged, it shall be the average of the Termination Currency Equivalents of the fair market values reasonably determined by both parties.

17

IN WITNESS WHEREOF the parties have executed this document on the respective dates specified below with effect from the date specified on the first page of this document.

UBS AG	WORLD MONITOR TRUST III - SERIES J
	By:	Preferred Investment Solutions Corp.,
		its Managing Owner
By:	By:	/s/ Esther E. Goodman
Name:	Name:	Esther E. Goodman
Title:	Title:	Senior Executive Vice President and
Date:		Chief Operating Officer
	Date:	April 9, 2007
By:
Name:
Title:
Date:

18 ISDA®1992

SCHEDULE

to the Master Agreement

dated as of April 9, 2007

between

UBS AG,

a banking corporation organized

under the law of Switzerland

(“Party A”),

and

WORLD MONITOR TRUST III - SERIES J

(“Party B”),

acting by and through Ortus Capital Management (Cayman) Limited its Trading Advisor,

who is acting as agent of Party B and not in the Trading Advisor’s individual capacity

Part 1

Termination Provisions

In this Agreement:

(a) “Specified Entity” means in relation to Party A for the purpose of:

Section 5(a)(v),	NONE
Section 5(a)(vi),	NONE
Section 5(a)(vii),	NONE
Section 5(b)(iv),	NONE

and in relation to Party B for the purpose of:

Section 5(a)(v),	NONE
Section 5(a)(vi),	NONE
Section 5(a)(vii),	NONE
Section 5(b)(iv),	NONE

(b) “Specified Transaction” will have the meaning specified in Section 14 of this Agreement and shall also include any repurchase agreements, reverse repurchase agreements, securities lending agreements, prime brokerage agreements, forward contracts, precious metals transactions, letters of credit reimbursement obligations and indebtedness for borrowed money (whether or not evidenced by a note or similar instrument) now existing or hereafter entered into between a party to this Agreement (or any Credit Support Provider of such party or any applicable Specified Entity of such party) and the other party to this Agreement (or any Credit Support Provider of such other party or any applicable Specified Entity of such other party).

(c) The “Cross Default” provisions of Section 5(a)(vi) of this Agreement, as modified below, will apply to Party A and to Party B. Section 5(a)(vi) of this Agreement is hereby amended by the addition of the following at the end thereof:

“provided, however, that notwithstanding the foregoing, an Event of Default shall not occur under either (1) or (2) above if, as demonstrated to the reasonable satisfaction of the other party, (a) the event or condition referred to in (1) or the failure to pay referred to in (2) is a failure to pay caused by an error or omission of an administrative or operational nature; and (b) funds were available to such party to enable it to make the relevant payment when due; and (c) such relevant payment is made within three Business Days following receipt of written notice from the other party of such failure to pay.”

If such provisions apply:

19 ISDA®1992

“Specified Indebtedness” means any obligation (whether present or future, contingent or otherwise, as principal or surety or otherwise) for the payment or repayment of any money, including without limitation any payment or repayment obligation with respect to any securities lending transaction or agreement or any prime brokerage transaction or agreement.

“Threshold Amount” means

(i) with respect to Party A, an amount equal to 3% of shareholders’ equity (howsoever described) of Party A as shown on the most recent annual audited financial statements of Party A, and

(ii) with respect to Party B, the lesser of U.S. $10 million (or the equivalent in any other currency or currencies) or an amount equal to 3% of the Net Asset Value of Party B, as shown on the most recent annual audited financial statements of Party B.

(d) The “Credit Event Upon Merger” provisions of Section 5(b)(iv) will not apply to Party A and Party B.

(e) The “Automatic Early Termination” provision of Section 6(a) will not apply to Party A or Party B.

(f) “Payments on Early Termination”. For the purpose of Section 6(e) of this Agreement:

(i) Loss will apply.

(ii) The Second Method will apply.

(g) “Termination Currency” means one of the currencies in which payments are required to be made pursuant to a Confirmation in respect of a Terminated Transaction selected by the Non-defaulting Party or the non-Affected Party, as the case may be, or, in the circumstances where there are two Affected Parties, as agreed between the parties or, failing such agreement, if the currency so selected is not freely available and transferable, the Termination Currency shall be U.S. Dollars.

(h) “Additional Termination Event” will apply. If any of the following events occurs with respect to Party B, such shall constitute an Additional Termination Event (in which case the Affected Party shall be Party B):

(i) Decline in Net Asset Value. (i) a 10% or greater decline in Party B’s Net Asset Value compared to Party B’s Net Asset Value reported to Party A (verbally or in writing) on any business day within the preceding 30 days or (ii) a 15% or greater decline in Party B’s Net Asset Value compared to Party B’s Net Asset Value reported to Party A (verbally or in writing) on any business day within the preceding 90 days or (iii) a 35% or greater decline in Party B’s Net Asset Value compared to Party B’s Net Asset Value reported to Party A (verbally or in writing) on any business day within the preceding 365 days.

(ii) Minimum Net Asset Value. The Net Asset Value of Party B shall be at any time equal to or less than the greater of: (x) 50% of the Net Asset Value of Party B as of the last day of the previous fiscal year (as reflected in Party B’s annual audited financial statements for such fiscal year); and (y) $10,000,000.

(iii) Change of Managing Owner. Preferred Investment Solutions Corp., or an Affiliate thereof, acceptable in Party A’s sole discretion, ceases to be the Managing Owner to Party B.

(iv) Change in Trading Advisor. Ortus Capital Management (Cayman) Limited ceases to be a Trading Advisor to Party B.

(v) Change in Management. If both Kenneth A. Shewer and Marc S. Goodman cease to be actively involved in and responsible for the management of Preferred Investment Solutions Corp.

(vi) Failure to Deliver Net Asset Value Statement. Party B shall fail to deliver a statement of its Net Asset Value on or before the fifth Local Business Day following the required delivery date specified in Part 3 of this Schedule.

20 ISDA®1992

Part 2

Tax Representations

(i) Payer Tax Representation. For the purpose of Section 3(e), Party A and Party B hereby make the following representation: It is not required by any applicable law, as modified by the practice of any relevant governmental revenue authority, of any Relevant Jurisdiction to make any deduction or withholding for or on account of any Tax from any payment (other than interest under Section 2(e), 6(d)(ii) or 6(e)) to be made by it to the other party under this Agreement. In making this representation, it may rely on: (A) the accuracy of any representation made by the other party pursuant to Section 3(f); (B) the satisfaction of the agreement of the other party contained in Section 4(a)(i) or 4(a)(iii) and the accuracy and effectiveness of any document provided by the other party pursuant to Section 4(a)(i) or 4(a)(iii); and (C) the satisfaction of the agreement of the other party contained in Section 4(d); provided that it shall not be a breach of this representation where reliance is placed on clause (B) and the other party does not deliver a form or document under Section 4(a)(iii) by reason of material prejudice to its legal or commercial position.

(ii) Payee Tax Representations. For the purpose of Section 3(f) of this Agreement, Party A makes the following representations to Party B:

(1) Party A is a banking corporation organized under the laws of Switzerland, and will provide Party B with the appropriate U.S. federal income tax form as listed in Part 3 of this Agreement.

(2) Payments under this Agreement received from Party B by Party A in respect of Transactions with respect to which Party A is acting through a branch or office located outside the United States are not effectively connected with the conduct of a trade or business in the United States by Party A.

(3) Payments under this Agreement received from Party B by Party A in respect of Transactions with respect to which Party A is acting through a branch or office located within the United States are effectively connected with the conduct of a trade or business in the United States by Party A.

(iii) Payee Tax Representations. For the purpose of Section 3(f) of this Agreement, Party B makes the following representation to Party A:

(4) Party B is a statutory trust organized under the laws of the State of Delaware, and will provide Party A with the appropriate U.S. federal income tax form as listed in Part 3 of this Agreement.

(5) Payments received from Party A under this Agreement are not effectively connected with the conduct of a trade or business in the United States by Party B.

Part 3

Agreement to Deliver Documents

For the purpose of Sections 4(a) (i) and (ii) of this Agreement, each party agrees to deliver the following documents, as applicable:

(a) Tax forms, documents or certificates to be delivered are:

Each party agrees to complete, accurately and in a manner reasonably satisfactory to the other party (or any Specified Entity of the other party), and to execute, arrange for any required certification of, and deliver to the other party (or such Specified Entity) (or to such government or taxing authority as the other party (or such Specified Entity) reasonably directs), any form or document that may be required or reasonably requested in order to allow the other party (or such Specified Entity) to make a payment under this Agreement (or a Credit Support Document of the other party or a Specified Entity thereof) without any deduction or withholding for or on account of any Tax or with such deduction or withholding at a reduced rate, promptly upon the earlier of (i) reasonable demand by the other party (or such Specified Entity) and (ii) learning that the form or document is required.

21 ISDA®1992

Party required to deliver document	Form/Document/Certificate	Date by which to be delivered
Party A	With respect to each Transaction that is entered into under this Agreement through an Office of Party A that is located in the U.S., one duly executed and completed U.S. Internal Revenue Service Form W-8ECI (or successor thereto).	(i) Upon execution and delivery of this Agreement, with such form to be updated at the beginning of each succeeding three calendar year period beginning after execution of this Agreement, or as otherwise required under then applicable U.S. Treasury Regulations; (ii) promptly upon reasonable demand by Party B; and (iii) promptly upon learning that any Form W- 8ECI (or any successor thereto) has become obsolete or incorrect.
Party A	With respect to each Transaction that is entered into under this Agreement through an Office of Party A that is not located in the U.S., one duly executed and completed U.S. Internal Revenue Service Form W-8BEN (or successor thereto).	(i) Upon execution and delivery of this Agreement, with such form to be updated at the beginning of each succeeding three calendar year period beginning after execution of this Agreement, or as otherwise required under then applicable U.S. Treasury Regulations; (ii) promptly upon reasonable demand by Party B; and (iii) promptly upon learning that any Form W- 8BEN (or any successor thereto) has become obsolete or incorrect.
Party B	A duly completed and executed U.S. Internal Revenue Service Form W-9.	(i) Upon execution and delivery of this Agreement, (ii) promptly upon reasonable demand by Party A, and (iii) promptly upon learning that any such Form previously provided by Party B has become obsolete or incorrect.
(b)    Other documents to be delivered are:
Party required to deliver document	Form/Document/Certificate	Date by which to be delivered	Covered by Section 3(d) Representation
Party A and Party B	Evidence of the authority and true signatures of each official or representative signing this Agreement or, as the case may be, a Confirmation, on its behalf.	On or before execution of this Agreement and each Confirmation forming a part of this Agreement.	YES
Party B	Oral reports of its estimated Net Asset Value	Upon request	YES
Party B	Written reports of its Net Asset Value	Monthly (within 15 days after the end of the applicable month) and upon reasonable request by Party A	YES
Party B	Annual audited financial statement	Within 120 days of the last Business Day of Party B’s fiscal year end	YES

22 ISDA®1992

Party B	Copy of the prospectus, offering memorandum or other disclosure document to be delivered to prospective investors in Party B	On or before execution of this Agreement	YES
Party B	Trading Advisor Agreement (or equivalent authorizing documentation) authorizing the execution and delivery of this Agreement, Transactions (and confirmations thereof) and performance of its obligations thereunder by the Trading Advisor	On or before execution of this Agreement	YES
Party B	Copy (certified by an officer) of the board resolution (or equivalent authorizing documentation) authorizing the execution and delivery of this Agreement, Transactions (and confirmations thereof) and performance of its obligations thereunder	On or before execution of this Agreement	YES
Party B	Copy of the constitutive documents of Party B (certificate of formation, certificate of designation or the equivalent) certified by an officer or the relevant public authority where on file	On or before execution of this Agreement	YES
Party B	Credit Support Document described in Part 4(f)	On or before execution of this Agreement	YES

Part 4

Miscellaneous

(a) Addresses for Notices. For the purposes of Section 12(a) of this Agreement:

(i) All notices or communications to Party A shall, with respect to a particular Transaction, be sent to the address or facsimile number reflected in the Confirmation of that Transaction, and any notice for purposes of Sections 5 or 6 shall be sent to:

Address: UBS AG, Stamford Branch, 677 Washington Boulevard, Stamford, CT 06901

Attention: Legal Department

Facsimile: (203) 719-0680

(ii) All notices or communications to Party B shall be sent care of the Managing Member with a copy to the Advisor, to the address or facsimile number reflected below, and Party B specifically confirms Advisor’s authority to receive notices and communications and to provide payment instructions on Party B’s behalf in relation to all Transactions hereunder:

World Monitor Trust III – Series J

c/o Preferred Investment Solutions Corp.

900 King Street, Suite 100

Rye Brook, New York 10573

Attention: Lawrence S. Block

Senior Vice President and General Counsel

23 ISDA®1992

Facsimile: (914) 307-4045

Telephone: (914) 307-7020

Email: lblock@kenmar-us.com

(b) Process Agent. For the purpose of Section 13 (c) of this Agreement:

Party A appoints as its Process Agent: Not Applicable

Party B appoints as its Process Agent: Not Applicable

(c) Offices. The provisions of Section 10(a) of this Agreement will apply to Party A and Party B.

(d) Multibranch Party. For the purpose of Section 10(c) of this Agreement:

(i) Party A is a Multibranch Party and may act through its branches in any of the following territories or countries: Australia, England and Wales, Hong Kong, United States of America, Singapore, and Switzerland.

(ii) Party B is not a Multibranch Party.

(e) Calculation Agent. The Calculation Agent is Party A, unless otherwise specified in a Confirmation in relation to the relevant Transaction.

(f) Credit Support Document. The Credit Support Annex attached hereto is a Credit Support Document with respect to Party B for all purposes hereunder and is incorporated herein by this reference.

(g) Credit Support Provider. Credit Support Provider means: Not Applicable.

(h) Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of New York.

(i) Netting of Payments. Subparagraph (ii) of Section 2(c) of this Agreement will apply, except the following groups of Transactions: (1) foreign exchange transactions and currency options, in which case subparagraph (ii) of Section 2(c) of this Agreement will not apply.

(j) “Affiliate” will have the meaning specified in Section 14 of this Agreement; provided that in no event shall any separate series deemed to be an “Affiliate” of any other separate series.

Part 5

Other Provisions

(a) Set-off. The following provision shall be added as Section 6(f):

“(f) Without affecting the provisions of the Agreement requiring the calculation of certain net payment amounts, all payments under this Agreement will be made without set-off or counterclaim; provided, however, that upon the designation of any Early Termination Date, in addition to and not in limitation of any other right or remedy (including any right to set off, counterclaim, or otherwise withhold payment or any recourse to any Credit Support Document) under applicable law the Non-defaulting Party or Non-affected Party (in either case, “X”) may without prior notice to any person set off any sum or obligation (whether or not arising under this Agreement and whether matured or unmatured, whether or not contingent and irrespective of the currency, place of payment or booking office of the sum or obligation) owed by the Defaulting Party or Affected Party (in either case, “Y”) to X or any Affiliate of X against any sum or obligation (whether or not arising under this Agreement, whether matured or unmatured, whether or not contingent and irrespective of the currency, place of payment or booking office of the sum or obligation) owed by X or any Affiliate of X to Y and, for this purpose, may convert one currency into another at a market rate determined by X. If any sum or obligation is unascertained, X may in good faith estimate that sum or obligation and set-off in respect of that estimate, subject to X or Y, as the case may be, accounting to the other party when such sum or obligation is ascertained.

If any obligation to be set-off pursuant to these provision is unmatured and set-off of the entire amount of the obligation at the date of set-off (discounted from the scheduled payment date of the obligation in a commercially reasonable manner by the person effecting the set-off) shall be set-off, but the set-off will

24 ISDA®1992

fully discharge the full amount of the unmatured obligation so reduced to its present value.

Nothing in this Section 6(f) shall be effective to create a charge or other security interest. This Section 5(a) shall be without prejudice and in addition to any right of set-off, combination of accounts, lien or other right to which any party is at any time otherwise entitled (whether by operation of law, contract or otherwise).”

(b) Representations, Warranties and Covenants. Each applicable party represents and warrants to and for the benefit of each other applicable party as of the date hereof, and shall be deemed to represent and warrant to and for the benefit of that party as of the date of each Transaction, as follows:

(i) Party A and Party B Representations.

(A) No Agency. It is entering into this Agreement and each Transaction as principal (and not as agent or in any other capacity, fiduciary or otherwise).

(B) Eligible Contract Participant. It is an “eligible contract participant” as that term is defined in Section 1a(12) of the Commodity Exchange Act, as amended.”

(C) Non-Public Information. Each party represents and warrants that, in effecting a Transaction referenced to a security, it will not be aware of any material non-public information or non-public price sensitive information with respect to any security related to a Transaction that, under applicable securities laws, it would have to disclose in advance to a party effecting a purchase or sale with the Offeree of such security.

(ii) Party B Representations.

(A) Managing Owner’s Authority. Managing Owner is duly authorized to execute and deliver this Agreement, and to enter into Transactions, on Party B’s behalf, and unless it has received written notice of termination of such authority, or absent manifest error, Party A shall be entitled to rely upon any and all instructions or notices received from Managing Owner with respect to this Agreement or any Transaction, and Party A shall be under no duty to determine whether the giving of any notice or instruction, or the entry into any Transaction (including without limitation its nature and its amount), on behalf of Party B is within the authority of Managing Owner.

(B) Trading Advisor’s Authority. The Trading Advisor is duly authorized to enter into Transactions on behalf of the respective CTA Fund, and unless it has received written notice of termination of such authority, Party A shall be entitled to rely upon any and all instructions or notices received from the Trading Advisor with respect to the Transactions, and Party A shall be under no duty to determine whether the giving of any notice or instruction, or the entry into any Transaction (including without limitation its nature and its amount), on behalf of Party B is within the authority of such Trading Advisor.

(C) Compliance with Applicable Internal Policies. Each Transaction entered into under this Agreement will be entered into in accordance with and will at all times comply with applicable internal policies, guidelines or other requirements (including without limitation any investment policy) of Party B (if any, as may be adopted or amended from time to time by Party B) that may affect the due authorization or validity of any Transaction or the Agreement.”

(iii) Managing Owner/Trading Advisor Representations.

(A) The Trading Advisor, on behalf of Party B, has the power to execute Confirmations relating to this Agreement and to deliver any other documentation relating to this Agreement that it is required by this Agreement to deliver;

(B) The Managing Owner, on behalf of Party B, is authorized to enter into and perform the Transactions contemplated by this Agreement and to bind Party B in connection with all obligations in connection therewith and under this Agreement, including without limitation any Credit Support Documents;

25 ISDA®1992

(C) Such execution, delivery and performance by the Managing Owner on behalf of Party B does not conflict with any law or regulation applicable to the Managing Owner, any provision of the constituent documents of the Managing Owner, any order or judgment of any court or other agency of government applicable to the Managing Owner or any of the assets of the Managing Owner or any contractual restriction binding on or affecting the Managing Owner or any assets of the Managing Owner;

(D) Each Transaction entered into in connection with this Agreement on behalf of Party B is suitable and appropriate and in accordance with the investment objectives and guidelines for Party B on the date such Transaction is entered into; and

(E) All governmental and other consents that are required to have been obtained by the Managing Owner with respect to this Agreement have been obtained and are in full force and effect and all conditions of any such consents have been complied with.

(c) Reliance on Authority. Party A will incur no liability from operating pursuant to the then current provisions of this Agreement unless and until it has received written notice of any change in the authority of the Managing Owner to act on behalf of Party B, provided, however, that no such change shall affect the validity of any Transaction entered into prior to such change.

(d) Additional Notification Requirements

(i) Notice of Termination of Managing Owner, or Trading Advisor Relationship; Reliance on Notices. Party B shall notify Party A immediately in the event that either: Managing Owner’s authority with respect to Party B and the Company’s Limited Liability Company Agreement or (ii) Trading Advisor’s Trading Advisory Agreement with Party B is terminated. Except as otherwise stated herein, each party shall be entitled to rely upon any oral or written notices and instructions reasonably believed to be originated from the other party hereto or the Managing Owner or Trading Advisor and neither party shall incur any liability to the other party in acting in accordance with such notices and instructions.

(ii) Notice of Decline in Net Asset Value. Party B shall notify Party A within one (1) Business Day if the Net Asset Value of Party B decreases by an amount that would trigger an Additional Termination Event specified in paragraph h (i) or (ii) in Part 1 of this Schedule.

(e) Relationship Between Parties. Each party will be deemed to represent to the other party on the date on which it enters into a Transaction that (absent a written agreement between the parties that expressly imposes affirmative obligations to the contrary for that Transaction):

(i) Non-Reliance. It is acting for its own account, and it has made its own independent decisions to enter into that Transaction and as to whether that Transaction is appropriate or proper for it based upon its own judgment and upon advice from such advisers as it has deemed necessary. It is not relying on any communication (written or oral) of the other party as investment advice or as a recommendation to enter into that Transaction; it being understood that information and explanations related to the terms and conditions of a Transaction shall not be considered investment advice or a recommendation to enter into that Transaction. No communication (written or oral) received from the other party shall be deemed to be an assurance or guarantee as to the expected results of that Transaction.

(ii) Assessment and Understanding. It is capable of assessing the merits of and understanding (on its own behalf or through independent professional advice), and understands and accepts the terms, conditions and risks of that Transaction. It is also capable of assuming, and assumes, the risks of that Transaction.

(iii) Status of Parties. The other party is not acting as a fiduciary for or an adviser to it in respect of that Transaction.

(f) Waiver of Jury Trial. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO

26 ISDA®1992

THIS AGREEMENT OR ANY TRANSACTION AND ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO THE OTHER PARTY’S ENTERING INTO THIS AGREEMENT.

(g) Consent to Recording. Each Party (i) consents to the recording of all telephone conversations between trading, operations and marketing personnel of the parties and their Affiliates in connection with this Agreement or any potential Transaction; (ii) agrees to give notice to such personnel of it and its Affiliates that their calls will be recorded; and (iii) agrees that in any Proceedings, it will not object to the introduction of such recordings in evidence on grounds that consent was not properly given.

(h) Scope of Agreement. Upon the effectiveness of this Agreement, unless otherwise agreed to in writing by the parties to this Agreement with respect to specific Specified Transactions, all Specified Transactions then outstanding or any future Specified Transactions between Offices of the parties listed in Part 4(d) shall be subject to the terms hereof, with the exception of repurchase agreements, reverse repurchase agreements, securities lending agreements, letters of credit reimbursement obligations and indebtedness for borrowed money, and each such Specified Transaction shall be a “Transaction” for purposes of this Agreement.

(i) Agreements. Section 4 of this Agreement is hereby amended by the addition of Section 4(f) as follows:

“(f) Physical Delivery. In respect of any physically settled Transactions, it will, at the time of delivery, be the legal and beneficial owner, free of liens and other encumbrances, of any securities or commodities it delivers to the other party; and, in addition, with respect to any breach of this Section 4(f), Section 5(a)(ii) of this Agreement is hereby amended by the insertion of a period after “Agreement” on the fifth line and the deletion of the remainder of the Section.”

(j) ISDA Definitions. The provisions of the 1998 FX and Currency Option Definitions (as published by the International Swaps and Derivatives Association, Inc., the Emerging Markets Traders Association and the Foreign Exchange Committee) (the “1998 FX Definitions”) are hereby incorporated in their entirety and shall (unless, in relation to a particular Transaction, as otherwise specified in the relevant Confirmation) apply to any FX Transaction or Currency Option entered into by the parties hereto. In relation to any such FX Transaction or Currency Option and in the event of any inconsistency between the provisions of the 1998 FX Definitions and the provisions of the 1992 ISDA FX and Currency Option Definitions as published by the International Swaps and Derivatives Association, Inc. (the “1992 FX Definitions”), the 1998 FX Definitions shall prevail (such 1992 FX Definitions and 1998 FX Definitions collectively referred to herein as the “FX Definitions”).

(k) Additional Covenants Relating to Payments to any Managing Owner and Transactions Executed by any Managing Owner or Trading Advisor. In addition to its agreements under Section 4, Party B agrees with Party A that, so long as either party has or may have any obligations under this Agreement: (i) Any amounts payable by Party A under this Agreement shall be deemed satisfied when paid by Party A to the Managing Owner; and (ii) Party B shall be bound as principal of any Transaction executed by the Managing Owner or Trading Advisor (or any other person representing or purporting to represent the Managing Owner or Trading Advisor that Party A reasonably believes to represent the Managing Owner or Trading Advisor) as its agent, notwithstanding any lack of authority or power to act on the part of the Managing Owner or Trading Advisor or such other person.

(l) Definitions. Section 14 is hereby amended to include the following definitions in their appropriate alphabetical order:

“Investment Manager” or “Managing Owner” means Preferred Investment Solutions Corp.

“Trading Advisor” means Ortus Capital Management (Cayman) Limited.

“Net Asset Value” means the result in U.S. Dollars of subtracting the total value of all liabilities (including but not limited to the aggregate mark-to-market value of all trading positions constituting liabilities) from the total value of all assets (including but not limited to cash, deposit accounts and instruments, securities, and the aggregate mark-to-market value of all trading positions constituting assets). For purposes of this computation, amounts denominated in a currency other than U.S. Dollars shall be converted to U.S. Dollars at the spot rate for such currency prevailing on the date of determination of the Net Asset Value.”

27 ISDA®1992

IN WITNESS WHEREOF the parties have executed this document on the respective dates specified below with effect from the date specified on the first page of this document.

UBS AG		WORLD MONITOR TRUST III – SERIES J
By:		By:		Preferred Investment Solutions Corp.,
Name:				its Managing Owner
Title:
Date:
By:		By:		/s/ Esther E. Goodman
Name:		Name:		Esther E. Goodman
Title:		Title:		Senior Executive Vice President and Chief Operating Officer
Date:		Date:		April 9, 2007
PREFERRED INVESTMENT SOLUTIONS CORP.,		By:	Preferred Investment Solutions Corp.,
as Managing Owner for Party B and in its individual capacity and solely with respect to Part 5(b)(iii)			its Managing Owner
By:	/s/ Esther E. Goodman	By:		/s/ Esther E. Goodman
Name:	Esther E. Goodman	Name:		Esther E. Goodman
Title:	Senior Executive Vice President and Chief Operating Officer	Title:		Senior Executive Vice President and Chief Operating Officer
Date:	April 9, 2007	Date:		April 9, 2007

28 ISDA®1992

ISDA

CREDIT SUPPORT ANNEX

to the Schedule

to the Master Agreement

dated as of April 9, 2007

between

UBS AG,

a banking corporation organized

under the laws of Switzerland

(“Party A”),

and

World Monitor Trust III—Series J,

(“Party B”),

acting by and through its Trading Advisor except as otherwise indicated,

who is acting as agent of Party B and not in such Trading Advisor’s individual capacity

Paragraph 13. Elections and Variables

(a) Security Interest for “Obligations.” The term “Obligations” as used in this Annex includes the following additional obligations:

With respect to Party A:            None

With respect to Party B:            None

(b) Credit Support Obligations.

(i) Delivery Amount, Return Amount and Credit Support Amount.

(A) “Delivery Amount” has the meaning specified in Paragraph 3(a).

(B) “Return Amount” has the meaning specified in Paragraph 3(b).

(C) “Credit Support Amount” means, for any Valuation Date (i) the Secured Party’s Exposure for that Valuation Date plus (ii) the aggregate of all Independent Amounts applicable to the Pledgor, if any, minus (iii) the Pledgor’s Threshold; provided, however, that (x) in the case where the sum of the Independent Amounts applicable to the Pledgor exceeds zero, the Credit Support Amount will not be less than the sum of all Independent Amounts applicable to the Pledgor and (y) in all other cases, the Credit Support Amount will be deemed to be zero whenever the calculation of Credit Support Amount yields an amount less than zero.

(ii) Eligible Collateral. The following items will qualify as “Eligible Collateral” for the party specified:

29 ISDA®1992

		Party A	Party B	Valuation Percentage
(A)	Cash	N/A	X	100%
(B)	Negotiable debt obligations (other than interest-only securities) issued by the U.S. Treasury Department having a remaining maturity of not more than one year	N/A	X	98%
(C)	Negotiable debt obligations (other than interest-only securities) issued by the U.S. Treasury Department having a remaining maturity of more than one year but not more than 5 years	N/A	X	96%
(D)	Negotiable debt obligations (other than interest-only securities) issued by the U.S. Treasury Department having a remaining maturity of more than 5 years	N/A	X	94%

(iii) Other Eligible Support. The following items will qualify as “Other Eligible Support” for the party specified: None

(iv) Thresholds.

(A) “Independent Amount” means with respect to Party A: N/A

“Independent Amount” means, with respect to Party B, for all FX Transactions and Currency Option Transactions, on a particular Local Business Day, the sum of (i), (ii), (iii), (iv) and (v) below:

(i) 5% of the Net Open Position calculated for Transactions (as defined in the FXPB Agreement) involving currencies considered by UBS, in its sole discretion, to possess low volatility ;

(ii) 7% of the Net Open Position calculated for Transactions involving currencies considered by UBS, in its sole discretion, to possess normal volatility ;

(iii) 10% of the Net Open Position calculated for Transactions involving currencies considered by UBS, in its sole discretion, to possess medium volatility;

(iv) 25% of the Net Open Position calculated for Transactions involving currencies considered by UBS, in its sole discretion, to possess enhanced volatility;

(v) 100% of the Net Open Position calculated for Transactions involving currencies considered by UBS, in its sole discretion, to possess high volatility.

(b) for all Exotic Options (as defined in the FXPB Agreement), on a particular Local Business Day, the sum of (i), (ii),(iii), (iv) and (v) above, if any, plus (vi) below:

(vi) the Risk Add-On for all Exotic Options in aggregate, as calculated pursuant to the FXPB Agreement.

For all other Transactions, as specified in the Confirmation for such Transaction.

Notwithstanding Section 9(b) of the Agreement, Party A may amend or modify Section 13(b)(iv)(A) of the Credit Support Annex (the “Independent Amount”) with respect to FX Transactions and Currency Option Transactions, at

30 ISDA®1992

any time in its sole discretion without the consent of Party B, and any such amendment or modification shall be effective solely upon notice to Party B.

(B) “Threshold” means with respect to Party A: $1,000,000

“Threshold” means with respect to Party B: Zero

(C) “Minimum Transfer Amount” means with respect to Party A: $250,000

“Minimum Transfer Amount” means with respect to Party B: $250,000

(D) Rounding. The Delivery Amount and the Return Amount will be rounded up and down to the nearest integral multiple of $10,000, respectively.

(c) Valuation and Timing.

(i) “Valuation Agent” means, for the purposes of Paragraphs 3 and 5, the party making the demand under Paragraph 3, and, for the purposes of Paragraphs 4(d) and 6(d), the Secured Party.

(ii) “Valuation Date” means each Local Business Day.

(iii) “Valuation Time” means the close of business on the Local Business Day before the Valuation Date or date of calculation, as applicable; provided that the calculations of Value and Exposure will be made as of approximately the same time on the same date.

(iv) “Notification Time” means 10:00 a.m., New York time, on a Local Business Day.

(v) “Transfer Timing” The terms of Paragraph 4(b) are deleted and the following substituted therefor:

“Subject to Paragraphs 4(a) and 5, and unless otherwise specified, if a demand for the Transfer of Eligible Credit Support or Posted Credit Support is made by the Notification Time, then the relevant Transfer will be made by the close of business New York time. If such demand is made after the Notification Time, then the relevant Transfer will be made the next Local Business Day.

(d) Conditions Precedent and Secured Party’s Rights and Remedies.

(i) The following Termination Events will be a “Specified Condition” for Party A: None.

(ii) The following Termination Events will be a “Specified Condition” for Party B: Illegality, Tax Event, Tax Event Upon Merger and Additional Termination Event.

(e) Substitution.

(i) Substitution Date. Paragraph 4(d)(ii) is deleted and the following substituted therefor:

“(ii) subject to Paragraph 4(a), the Secured Party will transfer to the Pledgor the items of Posted Credit Support specified by the Pledgor in its notice not later than the Local Business Day following the date on which the Secured Party receives the Substitute Credit Support (the “Substitution Date”) so long as Pledgor gives such notice by 2:00 p.m. New York time (the “Substitution Notification Time”) on the day preceding the Substitution Date. If such demand is made after the Substitution Notification Time, then the Substitution Date shall be the second Local Business Day following Secured Party’s receipt of such notice. Notwithstanding the foregoing, the Secured Party will only be obligated to Transfer Posted Credit Support with a Value as of the date of Transfer of that Posted Credit Support equal to the Value as of that date of the Substitute Credit Support, as calculated by the Valuation Agent.”

(ii) Consent. If specified here as applicable, then Pledgor must obtain the Secured Party’s consent for any substitution pursuant to Paragraph 4(d): N/A

31 ISDA®1992

(f) Dispute Resolution.

(i) “Resolution Time” means 1:00 p.m., New York time, on the Local Business Day following the date on which the notice of the dispute is given under Paragraph 5.

(ii) Value. For the purpose of Paragraphs 5(i)(C) and 5(ii), the Value of Posted Credit Support of the type described in Paragraph 13(b)(ii)(B), (C) or (D) (referred to herein as “Government Obligations”) will equal the Valuation Percentage multiplied by the sum of (A) either (1) the mean of the high bid and low asked prices quoted on such date by any principal market maker for such Government Obligations, which market maker shall be selected by the Disputing Party in good faith and in a commercially reasonable manner, or (2) if no such quotations are available from a principal market maker for such date, the mean of such high bid and low asked prices as of the day next preceding such date, on which such quotations were available, and (B) accrued interest on such Government Obligations (except to the extent included in the applicable price referred to in clause (A) above).

(iii) Alternative. The provision of Paragraph 5 will apply.

(g) Holding and Using Posted Collateral.

(i) Eligibility to Hold Posted Collateral; Custodians. Party A and any Custodian appointed by Party A will be entitled to hold Posted Collateral pursuant to Paragraph 6(b); provided that the following conditions applicable to it are satisfied:

(A) In the event Party A acts as its own custodian, it is not a Defaulting Party and is a commercial bank or trust company organized under the laws of the United States or a political subdivision thereof or a U.S. branch of a bank organized under the laws of Switzerland, having assets of at least $10 billion and a long term debt or deposit rating of at least “A3” from Moody’s and “A-” from S&P.

(B) Any Custodian appointed by Party A must be a commercial bank or trust company organized under the laws of the United States or a political subdivision thereof having assets of at least $10 billion and a long term debt or deposit rating of at least “A3” from Moody’s and “A-” from S&P.

(C) Posted Collateral may only be held in one or more accounts in the State of Connecticut or the State of New York and any account established by Party A or its Custodian to hold Posted Collateral shall be established and maintained for the sole purpose of receiving deliveries of and holding Posted Collateral.

(D) If Party A itself or its Custodian at any time may not hold Posted Collateral consistent with this Paragraph 13(g) or elects not to do so, Party A shall promptly give notice to Party B.

Initially, the Custodian for Party A is: N/A

(ii) Use of Posted Collateral. The provisions of Paragraph 6(c) will apply to Party A and Party B.

(h) Distributions and Interest Amount.

(i) Interest Rate. The “Interest Rate” will be the rate per annum equal to the overnight Federal Funds Rate for each day cash is held by the Secured Party as reported In Federal Reserve Publication H.15-519.

(ii) Transfer of Interest Amount. The Transfer of the Interest Amount will be made on the first Local Business Day of each calendar month.

(iii) Alternative to Interest Amount. The provisions of Paragraph 6(d)(ii) will apply.

(i) Additional Representation(s). NONE

32 ISDA®1992

(j) Other Eligible Support and Other Posted Support.

(i) “Value” shall have no meaning with respect to Other Eligible Support.

(ii) “Transfer” shall have no meaning with respect to Other Eligible Support.

(k) Demands and Notices. Any demand, specification or notice under this Annex will be made in accordance with the Notices Section of this Agreement. All Notices shall be delivered to the following addresses:

with respect to Party A:

UBS AG, Stamford Branch

Collateral Management

677 Washington Boulevard, Stamford, CT, 06901

Attention: Margin Specialist

Telephone: (203) 719-6116, Fax: (203) 719-4955

E-mail: DL-COLL-STM-OTC@ubs.com

with respect to Party B:

World Monitor Trust III—Series J

c/o Preferred Investment Solutions Corp.

900 King Street, Suite 100

Rye Brook, New York 10573

Attention: Lawrence S. Block

Facsimile: (914) 307-4045

Telephone: (914) 307-7020

Email: lblock@kenmar-us.com

(l) Addresses for Transfers. Addresses for Transfers of Collateral for each party shall be supplied on or before the date of initial Transfer hereunder.

(m) Other Provisions.

Agreement as to Single Secured Party and Pledgor. Party A and Party B agree that, notwithstanding anything to the contrary in the recital to this Annex, Paragraph 1(b) or Paragraph 2 or the definitions in Paragraph 12, (a) the term “Secured Party” as used in this Annex means only Party A, (b) the term “Pledgor” as used in this Annex means only Party B, and (c) only Party B makes the pledge and grant in Paragraph 2, the acknowledgment in the final sentence of Paragraph 8(a) and the representations in Paragraph 9.

Paragraph 5. Dispute Resolution. Paragraph 5 of the Credit Support Annex is hereby amended by deleting clause (2) in its entirety and inserting in lieu thereof the following:

“(2) subject to Paragraph 4(a), the appropriate party will Transfer the Delivery Amount or the Return Amount, as applicable, to the other party not later than (X) the time delivery otherwise would have been due if no dispute had existed in the case of (l) above, or (Y) the close of business on the Local Business Day following the date of Transfer in the case of (II) above,”

Paragraph 7. Event of Default. Subparagraph (i) of Paragraph 7 of the Credit Support Annex is hereby amended by deleting the phrase “two Local Business Days” and inserting in lieu thereof the phrase “one Local Business Day.”

Paragraph 12. Definitions. Paragraph 12 of the Credit Support Annex is hereby amended as follows:

The definition of “Local Business Day” is hereby amended by inserting the following in lieu thereof: “Local Business Day means a day on which commercial banks in New York City are open for business (including dealings in foreign exchange and foreign currency deposits)”;

33 ISDA®1992

IN WITNESS WHEREOF the parties have executed this document on the respective dates specified below with effect from the date specified on the first page of this document.

UBS AG	WORLD MONITOR TRUST III – SERIES J
	By:	Preferred Investment Solutions Corp.,
		its Managing Owner
By:	By:	/s/ Esther E. Goodman
Name:	Name:	Esther E. Goodman
Title:	Title:	Senior Executive Vice President and Chief Operating Officer
Date:	Date:	April 9, 2007
By:
Name:
Title:
Date:

34 ISDA®1992

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the use in this Post-Effective Amendment No. 8 to the Registration Statement No. 333-119612 on Form S-1 of our reports dated March 28, 2007, relating to statements of financial condition as of December 31, 2006 and 2005, and the related statements of operations and changes in unitholders’ capital for the year ended December 31, 2006 and the period December 1, 2005 (commencement of operations) to December 31, 2005 of World Monitor Trust III – Series G and for World Monitor Trust III – Series J, appearing in the Prospectus which is a part of such Registration Statement.

We also consent to the use in this Post-Effective Amendment No. 8 to the Registration Statement No. 333-119612 on Form S-1 of our reports dated March 28, 2007, relating to statements of financial condition, including the condensed schedules of investments as of December 31, 2006 and 2005, and the related statements of operations and changes in members’ capital (net asset value) for the year ended December 31, 2006 and the period December 1, 2005 (commencement of operations) to December 31, 2005 of WMT III Series G/J Trading Vehicle LLC, WMT III Series H/J Trading Vehicle LLC, and WMT III Series I/J Trading Vehicle LLC, appearing in the Prospectus which is a part of such Registration Statement.

We also consent to the reference to us under the heading “Experts” in such Prospectus.

New York, New York

April 25, 2007

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the use in the Prospectus constituting part of this Registration Statement on Post-Effective Amendment No. 8 to Form S-1 of our report dated April 5, 2007 on the statement of financial condition of Preferred Investment Solutions Corp. as of December 31, 2006, which appear in such Prospectus. We also consent to the statements with respect to us as appearing under the heading “Experts” in the Prospectus.

/s/ ARTHUR F. BELL, JR. & ASSOCIATES, L.L.C.

Hunt Valley, Maryland

April 23, 2007