POS AM 1 dposam.htm WORLD MONITOR TRUST III World Monitor Trust III

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) 1/12th 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.

 

-ii-


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.

 


 

-iii-


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.”

 


 

-iv-


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

 

-v-


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

 

-vi-


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

 

-vii-


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 1/12th 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 1/12th 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 1/12th 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

 

1


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 1/12th 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 1/12th 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

 

-3-


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

 

-4-


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.

 

-5-


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.

[Remainder of page left blank intentionally.]

 

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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) 1/12th of 2.00%.

5.

Each Unit purchased pays to Kenmar Securities Inc. in arrears a monthly Sales Commission equal to 1/12th 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

LOGO

 

* 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) 1/12th 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.

 

-22-


  (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

 

-26-


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.

[Remainder of page left blank intentionally.]

 

-27-


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.

 

-28-


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.

 

-29-


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.

[Remainder of page left blank intentionally.]

 

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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.

[Remainder of page left blank intentionally.]

 

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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) 1/12th of 2.00%.

5.

Each Unit purchased pays to Kenmar Securities Inc. in arrears a monthly Sales Commission equal to 1/12th 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 1/12th 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 1/12th 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. 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 1/12th 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 1/12th 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. 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 1/12th 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) 1/12th 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.

LOGO

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.

 

-111-


     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.

 

-112-


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.”

 

-113-


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

 

-114-


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.

 

-116-


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.

 

-117-


Dramatic Changes in Futures Industry

LOGO

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.

[Remainder of page left blank intentionally.]

 

-118-


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

LOGO

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

 

-119-


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

 

-120-


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

 

LOGO
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

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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

LOGO    LOGO

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.

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Worst Peak-to-Valley Loss from January 1980 through February 2007

LOGO

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.

[Remainder of page left blank intentionally]

 

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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.

[Remainder of page left blank intentionally]

 

-133-


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

[Remainder of page left blank intentionally.]

 

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

[Remainder of page left blank intentionally.]

 

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 13th month after the purchase of a Class I Unit, the correspondent selling agent receives an ongoing monthly commission equal to  1/12th 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 13th month after the purchase of a Class I Unit, the correspondent selling agent receives an ongoing monthly commission equal to  1/12th 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  1/12th 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.

 

FS-63


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).

 

FS-64


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.

 

FS-66


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

 


 

FS-68


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

 

FS-70


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.

 

FS-71


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.

 

FS-72


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.

 

FS-73


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.

 

FS-75


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.

 

FS-76


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.

 

FS-79


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) 1/12th 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.”

 

SR-1


(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.

 

SR-2


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

 

SR-3


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.

 

SR-4


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.]

 

SR-5


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   

 

SA-2



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.

 

SA-3


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   

 

SA-4



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.

 

P-1


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:                                          

 

P-2


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

 

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   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

 

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(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-

 

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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

 

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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

 

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