-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TXhEafcb5VwFTQOg1RkFwVU3oITUqYBX4DSCjc4c4kb82wroZ/3qaOcOLr189Un0 28Gq+okFHFYoXrKNuIzsqg== 0001193125-07-070819.txt : 20070402 0001193125-07-070819.hdr.sgml : 20070402 20070330173932 ACCESSION NUMBER: 0001193125-07-070819 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 9 CONFORMED PERIOD OF REPORT: 20061231 FILED AS OF DATE: 20070402 DATE AS OF CHANGE: 20070330 FILER: COMPANY DATA: COMPANY CONFORMED NAME: World Monitor Trust III - Series I CENTRAL INDEX KEY: 0001345990 STANDARD INDUSTRIAL CLASSIFICATION: [6221] IRS NUMBER: 201698147 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-51650 FILM NUMBER: 07734764 BUSINESS ADDRESS: STREET 1: 900 KING STREET STREET 2: SUITE 100 CITY: RYE BROOK STATE: NY ZIP: 10573 BUSINESS PHONE: 914-307-7000 MAIL ADDRESS: STREET 1: 900 KING STREET STREET 2: SUITE 100 CITY: RYE BROOK STATE: NY ZIP: 10573 10-K 1 d10k.htm WORLD MONITOR TRUST III - SERIES I World Monitor Trust III - Series I

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


FORM 10-K

 


(Mark One)

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

For the fiscal year ended December 31, 2006

OR

 

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

For the transition period from              to             

Commission file number 000-51650

 


WORLD MONITOR TRUST III – SERIES I

(Exact name of Registrant as specified in its charter)

 


 

Delaware   20-1698147

(State or other Jurisdiction of

Incorporation or organization)

 

(I.R.S. Employer

Identification No.)

900 King Street, Suite 100, Rye Brook, New York 10573

(Address of principal executive offices)(Zip Code)

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

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

None

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

Series I Units of Beneficial Interest, Class I and Class II

(Title of class)

 


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

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

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

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

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

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

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

DOCUMENTS INCORPORATED BY REFERENCE

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

Prospectus of the Registrant filed pursuant to Rule 424(b) under the Securities Act of 1933 on January 12, 2007

Prospectus of the Registrant filed pursuant to Rule 424(b) under the Securities Act of 1933 on December 22, 2006

Prospectus of the Registrant filed pursuant to Rule 424(b) under the Securities Act of 1933 on April 25, 2006

Prospectus of the Registrant filed pursuant to Rule 424(b) under the Securities Act of 1933 on January 6, 2006

Prospectus of the Registrant filed pursuant to Rule 424(b) under the Securities Act of 1933 on December 23, 2005

Prospectus of the Registrant filed pursuant to Rule 424(b) under the Securities Act of 1933 on May 13, 2005

 



WORLD MONITOR TRUST III – SERIES I

(a Delaware Business Trust)

 


TABLE OF CONTENTS

 


 

          PAGE
PART I      

Item 1.

   Business    3

Item 1A.

   Risk Factors    5

Item 1B.

   Unresolved Staff Comments    10

Item 2.

   Properties    10

Item 3.

   Legal Proceedings    10

Item 4.

   Submission of Matters to a Vote of Security holders    10
PART II      

Item 5.

   Market for the Registrant’s Common Equity, Related Stockholders Matters and Issuer Purchases of Equity Securities    10

Item 6.

   Selected Financial Data    11

Item 7.

   Management’s Discussion and Analysis of Financial Condition and Results of Operation    11

Item 7A.

   Quantitative and Qualitative Disclosures About Market Risk    16

Item 8.

   Financial Statements and Supplementary Data    16

Item 9.

   Changes in and Disagreements with Accountants on Accounting and Financial Disclosure    16

Item 9A.

   Controls and Procedures    16

Item 9B.

   Other Information    16
PART III      

Item 10.

   Directors, Executive Officers and Corporate Governance    17

Item 11.

   Executive Compensation    19

Item 12.

   Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters    19

Item 13.

   Certain Relationships and Related Transactions, and Director Independence    20

Item 14.

   Principal Accounting Fees and Services    21
PART IV      

Item 15.

   Exhibits, Financial Statement Schedules    21
   Financial Statements and Financial Statement Schedules    21
   Exhibits    XX

SIGNATURES

  

 

2


PART I

 

Item 1. Business

General

World Monitor Trust III (the “Trust”) was formed as a Delaware Statutory Trust on September 28, 2004, with separate series (each, a “Series”) of units of beneficial interest (“Units” or “Interests”). Its term will expire on December 31, 2054 (unless terminated earlier in certain circumstances). The trustee of the Trust is Wilmington Trust Company. The Trust’s fiscal year for book and tax purposes ends on December 31.

The Trust’s Units are initially offered in four (4) separate and distinct Series: Series G, Series H, Series I (“Registrant”), and Series J. The Trust may issue additional Series of Units in the future. Each Series will continue to exist until terminated pursuant to the provisions of Article XIII of the Second Amended and Restated Declaration of Trust and Trust Agreement (the “Trust Agreement”). 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;

 

   

invests in a trading vehicle which, in turn, has entered into a managed account agreement with its own independent commodity trading advisor that manages such Series’ assets and makes the trading decisions in respect of the assets of such Series;

 

   

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 (each, a “Class”)—Class I and Class II.

Class I Units and Class II Units:

 

 

 

The Registrant 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. 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 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 any 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, H, I and J commenced trading operations on December 1, 2005.

Units are offered as of the beginning of each month, and Units will continue to be offered 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 any Series at any time or extend the offering by registering additional Units.

Effective December 1, 2005, the Registrant contributed its net assets to WMT III Series I/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 the Registrant and Series J. Preferred Investment Solutions Corp. (“Preferred” or the “Managing Owner”) is the managing owner of the Trust and each of its Series (including the Registrant and Series J) and has been delegated administrative authority over the operations of the Trading Vehicle. The Trading

 

3


Vehicle engages in the speculative trading of futures and forward contracts. The financial statements of the Trading Vehicle, including the condensed schedule of investments, are included in Section II of the financial statements and should be read in conjunction with the Registrant’s financial statements.

All references herein to any Series’ relationship with a Trading Advisor (including the Registrant’s relationship with the Trading Advisor) shall, unless the context states otherwise, refer to such Series’ relationship with the Trading Advisor through such Series’ investment in a Trading Vehicle.

Managing Owner and its Affiliates

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.

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 the Registrant, Class I; $6,250,000 the Registrant, 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. Limited Units and General Units are sometimes referred to as “Units”.

Initially, the Limited Units for each Series were offered for a period ending December 1, 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 to commence trading operations. The Registrant 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.

The Trading Advisor

The Trading Vehicle has its own independent commodity trading advisor that makes the Trading Vehicles’ trading decisions. The Trading Vehicle entered into an advisory agreement with Eagle Trading Systems Inc. (the “Trading Advisor” or “Eagle”) to make the trading decisions for the Trading Vehicle. Eagle trades 100% of the assets of the Registrant pursuant to Eagle’s Momentum Program, which is a technical, systematic, global macro program. The advisory agreement may be terminated for various reasons, including at the discretion of the Trading Vehicle. The Trading Vehicle has allocated 100% of the proceeds from the initial and continuous offering of the Registrant to the Trading Advisor. The Registrant pays a monthly management fee equal to 1/12 of 2.0% (2.0% annually) of the Registrant’s Net Asset Value, to the Trading Advisor. The Registrant also pays the Trading Advisor an incentive fee of 20% of New High Net Trading Profits (as defined in the advisory agreement) generated by such Series. Incentive fees will accrue monthly and be paid quarterly in arrears.

Competition

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

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

Employees

The Registrant has no employees. Management and administrative services for the Registrant are performed by the Managing Owner or third parties pursuant to the Trust Agreement, as further discussed in Notes 3, 4, 5 and 7 to the Registrant’s financial statements included in its annual report for the year ended December 31, 2006 (“Registrant’s 2006 Annual Report”), which is filed as an exhibit hereto.

Available information

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

 

4


Item 1A. Risk Factors

THE RISKS YOU FACE

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

Each Trading Advisor selected by the Managing Owner to manage the assets of each Series has a performance history through the date of its selection by The Managing Owner. You must consider, however, the uncertain significance of past performance, and you should not rely on the Trading Advisors’ or the Managing Owner’s records to date for predictive purposes. You should not assume that any Trading Advisor’s future trading decisions will create profit, avoid substantial losses or result in performance for the Series that is comparable to that Trading Advisor’s or to the Managing Owner’s past performance. In fact, as a significant amount of academic study has shown, futures funds more frequently than not underperforms 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 which you have invested as a whole is profitable and even though other investors in that Series experience a profit. The past performance of any Series may not be representative of your investment experience in it.

Likewise, you and other investors will invest in different Series managed by different Trading Advisors. The assets of each Series are, segregated from the other Series’ assets; and valued and accounted for separately from every other Series. Consequently, the past performance of one Series has no bearing on the past performance of another Series.

The Trust has a limited operating history upon which to evaluate your investment in any Series.

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 any Series of the Trust.

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 Trading Advisor’s trading considered individually involves a significant risk of incurring large losses, and there can be no assurance that any 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 any 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 any Series of the Trust by allocating notional equity to its Trading Advisor(s) (in a maximum amount of up to 20% of the Series Net Asset Value), which would then permit such Trading 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 a Trading Advisor, the Managing Owner has no current plans to do so.

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 Trading Advisor based on such Trading 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.

Market Conditions May Impair Profitability

The trading systems used by certain Trading 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 any 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, Trading 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 and Bridgewater trades pursuant to systems that incorporate fundamental data.

 

5


Discretionary Trading Strategies May Incur Substantial Losses

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

Systematic Trading Strategies May Incur Substantial Losses

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

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. Bridgewater utilizes fundamental trading strategies on behalf of its program.

Increase in Assets Under Management May Affect Trading Decisions

Many of the Trading Advisors’ current futures equity under management are at or near its all-time high. As of October 31, 2006 (except with respect to Bridgewater, which is as of September 30, 2006), Graham, Bridgewater and Eagle each managed $4.9 billion, $97.9 billion and $1.3 billion respectively. The more equity a Trading Advisor manages, the more difficult it may be for that Trading Advisor to trade profitably because of the difficulty of trading larger positions without adversely affecting prices and performance. Accordingly, such increases in equity under management may require one or more of the Trading Advisors to modify trading decisions for the relevant Series of the Trust, which could have a detrimental effect on your investment in such Series.

You cannot be assured of the Trading Advisors’ Continued Services Which May Be Detrimental to Trust

You cannot be assured that any Trading Advisor will be willing or able to continue to provide advisory services to any 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 Trading Advisor may require the Trust to pay higher fees in order to be able to retain such Trading Advisor. The Managing Owner may either terminate a Trading Advisor upon 30 days’ prior written notice, or upon shorter notice, if for cause. Each Trading Advisor has the right to terminate the Advisory Agreement in its discretion at any time for cause.

Limited Ability to Liquidate Your Investment

There is no secondary market for the Units. While the Units have redemption 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

 

6


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 any Series.

Possible Illiquid Markets May Exacerbate Losses

Futures and forward positions cannot always be liquidated at the desired price. It is difficult to execute a trade at a specific price when there is a relatively small volume of buy and sell orders in a market. A market disruption, such as when foreign governments may take or be subject to political actions, which disrupt the markets in their currency or major exports, can also make it difficult to liquidate a position. Such periods of illiquidity and the events that trigger them are difficult to predict and there can be no assurance that any Trading Advisor will be able to do so. There can be no assurance that market illiquidity will not cause losses for one or more Series of the Trust. The large size of the positions which a Trading 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, none of the Trading Advisors selected to manage the assets of the various Series historically has allocated more than 10% of the assets under such Trading Advisor’s management pursuant to the programs selected for the various Series 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.

Because No 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 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 prospers; while any one or more Series of the Trust trades unprofitably.

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

Historically, managed futures generally have been non-correlated to the performance of other asset classes such as stocks and bonds. Non-correlation means that there is no statistically valid relationship between the past performance of futures and forward contracts on the one hand and stocks or bonds on the other hand. Non-correlation should not be confused with negative correlation, where the performance would be exactly opposite between two asset classes. Because of this non-correlation, no 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.

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

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

 

7


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

Each of the Trading Advisors is expected to engage in some or all of its trading on behalf of the applicable Series 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 any Series of the Trust to which such Investors would not have been subject had the Trading Advisors limited their trading to U.S. markets.

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 Trading Advisors, various brokers and selling agents. The Managing Owner, the Trading Advisors, and their respective principals, all of which are engaged in other investment activities, are not required to devote substantially all of their time to the Trust’s business, which also presents the potential for numerous conflicts of interest with the Trust. As a result of these and other relationships, parties involved with the Trust have a financial incentive to act in a manner other than in the best interests of the Trust and its 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 the various 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 any 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., 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.

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 any 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.

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.

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

 

8


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.

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.

Failure or Lack of Segregation of Assets May Increase Losses

The Commodity Exchange Act (“CEA”) requires a clearing broker to segregate all funds received from customers from such broker’s proprietary assets. If the clearing broker fails to do so, the assets of any 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, any 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.

Default by Counterparty and Credit Risk Could Cause Substantial Losses

Dealers in forward contracts are not regulated by the CEA and are not obligated to segregate customer assets. As a result, unitholders do not have such basic protections with respect to the trading in forward contracts by any 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.

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 any Series of the Trust.

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

Trust Trading is Not Transparent

The trading decisions in respect of each Series are made by a Trading Advisor or Trading 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.

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 any Series. Accordingly, you should consult your own legal, tax and financial advisers regarding the desirability of an investment in any Series of the Trust.

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

Each Series of the Trust trades 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, any 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

 

9


instruments, which 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, which are provided by the CFTC’s regulatory scheme.

Possibility of Termination of the Trust or any 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 any 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 the CFTC or memberships in the National Futures Association (“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.

 

Item 1B. Unresolved Staff Comments

None

 

Item 2. Properties

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

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

 

Item 3. Legal Proceedings

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

 

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

None

PART II

 

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

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

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 an 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 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 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 affected. The exchange of units is treated as a redemption of units in one Series (with related tax consequences) and the simultaneous purchase of units in the other Series.

The following table presents sales of unregistered interest (i.e. Managing Owner interests) exempt from registration under Section 4(2) of the Securities Act of 1933 during the period from September 28, 2004 (inception) through December 31, 2006.

 

     Amount of

Date of Sale

   Units Sold    Cash Received

October 5, 2004

   10    $ 1,000

December 1, 2005

   240    $ 24,000

July 1, 2006

   10    $ 1,000

August 1, 2006

   3    $ 300

November 1, 2006

   22    $ 2,000

 

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

As of February 1, 2007, there were 12 holders of record owning 3,658.835 Interests, which include 285.221 General Units.

 

Item 6. Selected Financial Data

The following table presents selected financial data of the Registrant 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 the financial statements of the Registrant and the notes thereto on pages 5 through 12 of the Registrant’s 2006 Annual Report, which is filed as an exhibit hereto.

 

     Year Ended
December 31,
2006
    Period Ended
December 31,
2005
 

Total revenues (including interest)

   $ 38,288     $ (12,950 )

Net (loss)

   $ (993 )   $ (18,536 )

Net (loss) per weighted average interest—Class I

   $ (0.23 )   $ (3.53 )

Total assets

   $ 365,214     $ 509,229  

Net asset value per Interest

   $ 99.40     $ 96.43  

 

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

Critical Accounting Policies

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

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

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

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

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

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

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

 

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Liquidity and Capital Resources

The Registrant 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 Interests for the year ended December 31, 2006 and the period December 1, 2005 (commencement of operations) through December 31, 2006 resulted in additional gross proceeds to the Registrant of $208,300 and $733,300, respectively.

Limited Interests in the Registrant may be redeemed on a monthly basis, but are subject to a redemption fee if transacted within one year of the effective date of purchase. Redemptions of Limited interests for the year ended December 31, 2006 and the period December 1, 2005 (commencement of operations) through December 31, 2005 were $446,722 and $0, respectively, and redemptions of General Interests for the year ended December 31, 2006 and the period December 1, 2005 (commencement of operations) through December 31, 2005 were $0 and $0, respectively. Additionally, Interests owned in any series of World Monitor Trust III (Series G, H, I or J) may be exchanged, without any charge, for Interests of one or more other series of World Monitor Trust III on a monthly basis for as long as Limited Interests in those Series are being offered to the public.

At December 31, 2006 and 2005, 100% of the Registrant’s net assets were allocated to commodities trading through its investment in the Trading Vehicle. The clearing broker credits the Registrant with interest income on 100% of its average daily equity maintained in its accounts with the clearing broker at prevailing rates.

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

Since the Registrant’s business is to trade futures, primarily through its investment in 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). The Registrant’s exposure to market risk is influenced by a number of factors including the volatility of interest rates and foreign currency exchange rates, the liquidity of the markets in which the contracts are traded and the relationships among the contracts held. The inherent uncertainty of the Registrant’s speculative trading as well as the development of drastic market occurrences could result in monthly losses considerably beyond the Registrant’s experience to date and could ultimately lead to a loss of all or substantially all of investors’ capital. The Managing Owner attempts to minimize these risks by requiring the Registrant and its trading advisor to abide by various trading limitations and policies which include limiting margin amounts, trading only in liquid markets and permitting the use of stop loss provisions. See Note 8 to the financial statements for a further discussion on the credit and market risks associated with the Registrant’s futures contracts.

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

Off-Balance Sheet Arrangements and Contractual Obligations

As of December 31, 2006, the Registrant had not utilized special purpose entities to facilitate off-balance sheet financing arrangements and has no loan guarantee arrangements or off-balance sheet arrangements of any kind other than agreements entered into in the normal course of business, which may include indemnification provisions related to certain risks service providers, such as our accountants, undertake in performing services which are in the best interests of the Registrant. While the Registrant’s exposure under such indemnification provisions cannot be estimated, these general business indemnifications are not expected to have material impact on the Registrant’s financial position.

The Registrant’s contractual obligations are with the Trading Advisor and its commodity broker. Payments made under the Registrant’s agreement with the Trading Advisor are at a fixed rate, calculated as a percentage of the Registrant’s “New High Net Trading Profits”. Management fee payments made to the Trading Advisor are calculated as a fixed percentage of the Registrant’s Net Asset Values. As such, the Managing Owner cannot anticipate the amount of payments that will be required under these agreements for 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.

Results of Operations

The Net Asset Value per Interest as of December 31, 2006 was $99.40, an increase of 3.08% from the December 31, 2005 Net Asset Value per Interest of $96.43, which in turn was a decrease of 3.57% from the December 1, 2005 Net Asset Value per Interest of $100.00. The CISDM CPO Asset Weighted Index (formerly known as the Zurich Fund/Pool Qualified Universe Index) returned 8.30% for the year ended December 31, 2006 and (0.57)% for the one-month ended December 31, 2005. The CISDM CPO Asset Weighted Index is the dollar weighted, total return of all commodity pools tracked by Managed Account Reports, LLC. Past performance is not necessarily indicative of future results.

 

12


The Registrant’s trading gains (losses) before commissions and related fees for the year ended December 31, 2006 and the period December 1, 2005 (commencement of operations) to December 31, 2005 were $18,427 and ($14,731), respectively. A detailed discussion of the trading results for the year ended December 31, 2006 is presented below.

General Economy

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

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

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

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

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

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

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.

 

13


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

Grains

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

Indices

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

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

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

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

 

14


conditions reduced cattle supply and caused prices to rise in the second half of December. Hog supply was ample during the quarter as the US entered a seasonally slow demand period. On the bright side, the most recent USDA estimate is that US pork exports will rise in 2007 to follow the 2006 increase.

Currencies: (-) The sector was down for the year. Long and short positions in the Canadian dollar, the Japanese yen and the Swiss franc contributed to the loss.

Energy: (+) The sector was up for the year, with short positions in natural gas contributing to the gain.

Grains: (-) The sector was down in 2006. Long and short positions in soybeans and corn contributed to the loss.

Indices: (+) The sector was up for the year, with a majority of gains from long positions on the DAX, the Hang Seng and the Taiwan Index, and long and short positions in the NASDAQ indices.

Interest Rates: (+) The sector was up for the year, with a majority of gains coming from long and short positions in the German Bund and the U.S. 10 year Treasury Note.

Metals: (+) The sector was up for the year, with long positions in gold contributing to the gain.

The Registrant 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 is earned on the average daily equity maintained in its accounts with its broker at prevailing rates and, therefore, varies weekly according to interest rates, trading performance, contributions and redemptions. Interest income was $19,861 for the year ended December 31, 2006 and $1,781 for the period December 1, 2005 (commencement of operations) to December 31, 2005. 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.

Commissions and other transaction fees, which consist of NFA, exchange and clearing fees as well as floor brokerage costs and give-up charges, are based on the number of trades the Trading Advisor executes, as well as which exchange, clearing firm or bank on, or through, which the contract is traded. Commissions were $3,542 for the year ended December 31, 2006 and $580 for the period December 1, 2005 (commencement of operations) to December 31, 2005.

All trading decisions for the Registrant are made by the Trading Advisor through the Trading Vehicle. Trading Advisor fees are calculated on the Registrant’s Net Asset Value at the end of each month, and therefore, are affected by monthly trading performance, contributions and redemptions. Management fees were $8,681 for the year ended December 31, 2006 and $850 for the period December 1, 2005 (commencement of operations) to December 31, 2005.

The Registrant pays the Managing Owner a management fee calculated on the Registrant’s Net Asset Value at the beginning of each month, and therefore, such fee is affected by monthly trading performance, contributions and redemptions. Management fees to the Managing Owner were $2,152 for the year ended December 31, 2006 and $219 for the period December 1, 2005 (commencement of operations) to December 31, 2005.

The Registrant 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. All unitholders 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. Services fees and sales commissions were $8,607 and $4,303, respectively, for the year ended December 31, 2006 and $875 and $437, respectively, for the period December 1, 2005 (commencement of operations) to December 31, 2005.

Incentive fees are based on the “New High Net Trading Profits” generated by the Trading Advisor, as defined in the Advisory Agreement between the Trading Vehicle and the Trading Advisor. Incentive fees were $5,617 for the year ended December 31, 2006 and $0 for the period December 1, 2005 (commencement of operations) to December 31, 2005.

Operating expenses were $6,379 for the year ended December 31, 2006 and $2,625 for the period December 1, 2005 (commencement of operations) to December 31, 2005. These expenses include accounting, audit, tax and legal fees as well as printing and postage costs related to reports sent to Limited Owners.

Offering costs were $2,199 for the year ended December 31, 2006 and $219 for the period December 1, 2005 (commencement of operations) to December 31, 2005. Offering costs are advanced by the Managing Owner and subject to reimbursement by the Trust, subject to certain limitations. For a further discussion of these payments, see Note 2.E. of the Registrant’s 2006 Annual Report.

 

15


Inflation

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

 

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

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

 

Item 8. Financial Statements and Supplementary Data

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

Selected audited quarterly financial data for the year ended December 31, 2006 and for the period December 1, 2005 (commencement of operations) to December 31, 2005 are summarized below:

 

     1st
Quarter
2006
    2nd
Quarter
2006
   3rd
Quarter
2006
    4th
Quarter
2006
   For the
period from
December 1,
2005 to
December 31,
2005
 

Total revenues (including interest)

   $ (41,997 )   $ 78,390    $ (21,053 )   $ 22,948    $ (12,950 )

Total revenues (including interest) less commissions

     (43,059 )     77,565      (22,137 )     22,377      (13,530 )

Net income (loss)

     (51,181 )     63,384      (30,263 )     17,067      (18,536 )

Net income (loss) per weighted average Interest

            

Class I

     (9.75 )     11.09      (7.47 )     7.64      (3.53 )

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

 

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

None

 

Item 9A. Controls and Procedures

As of the end of the period covered by this report, the Managing Owner carried out an evaluation, under the supervision and with the participation of the officers of the Managing Owner, including the Managing Owner’s Co-Chief Executive Officers and Director of Fund Administration (who, in these capacities, function as the Co-Chief Executive Officers and Principal Financial/Accounting Officer, respectively, of Registrant), of the effectiveness of the design and operation of the Registrant’s disclosure controls and procedures. Based upon that evaluation, the Managing Owner’s Co-Chief Executive Officers and Director of Fund Administration concluded that the Registrant’s disclosure controls and procedures are effective.

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

There have not been any changes in Registrant’s internal controls over financial reporting (as defined in Rules 13a – 15(f) and 15d – 15(f) under the Securities Exchange Act of 1934, as amended) during the year ended December 31, 2006 that have materially affected, or are reasonably likely to materially affect, Registrant’s internal controls over financial reporting.

 

Item 9B. Other Information

None

 

16


PART III

 

Item 10. Directors, Executive Officer s and Corporate Governance

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

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

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

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

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

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

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

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

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

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

Ms. Goodman is married to Mr. Marc Goodman.

 

17


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

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

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

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

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

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

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

 

18


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

Section 16(a) Beneficial Ownership Reporting Compliance

Certain of the Managing Owner’s directors and officers and any persons holding more than ten percent of the Registrant’s Limited Interests (“Ten Percent Owners”) are required to report their initial ownership of Interests and any subsequent changes in that ownership to the Securities and Exchange Commission (the “SEC”) on Forms 3, 4 or 5. Such directors and officers and Ten Percent Owners are required by SEC regulations to furnish the Registrant with copies of all Forms 3, 4 and 5 they file. A list of Ten Percent Owners of the Registrant’s Limited Interests is set forth below. Such Ten Percent Owners did not make any filings on Form 3, 4 or 5. Other than as set forth above, all filing requirements of Section 16(a) of the Exchange Act were timely complied with during the fiscal year. In making these disclosures, the Registrant has relied solely on written representations of the Managing Owner’s directors and officers and the Registrant’s Ten Percent Owners or copies of the reports that they have filed with the SEC during and with respect to its most recent fiscal year.

Audit Committee Financial Expert

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

Code of Ethics

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

 

Item 11. Executive Compensation

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

 

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

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

 

19


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

 

Title of Class

 

Name and Addresses of

Beneficial Owner

  Amount and Nature of
Beneficial Ownership
 

Percent of

Class

 

General Interests

  Marc S. Goodman    
  President & Co-Chief Executive    
  900 King Street, Suite 100    
  Rye Brook, New York 10573   285.221 General Interests (*)   100 %

General Interests

  Kenneth A. Shewer    
  Chairman & Co-Chief Executive    
  900 King Street, Suite 100    
  Rye Brook, New York 10573   285.221 General Interests (*)   100 %

General Interests

  Esther E. Goodman    
  Senior Executive Vice President
& Chief Operating Officer
   
  900 King Street, Suite 100    
  Rye Brook, New York 10573   285.221 General Interests (**)   100 %

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

As of February 1, 2007, the following persons owned beneficially more than five percent (5%) of the outstanding Limited Units issued by the Registrant:

 

Fund

  Investor    % Ownership  

WMT III I1

  Preferred Investment Solutions Corp.    7.80 %

WMT III I1

  Grey Dolphin Ltd    8.46 %

WMT III I1

  Formula Ltd    9.95 %

WMT III I1

  Daniel L. Hardin Trust    14.10 %

WMT III I1

  Patrick Thebaud    14.82 %

WMT III I1

  J A Terteling & Sons Co.    27.50 %

 

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

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

Reference is made to Notes 1, 2, 3, 4 and 6 to the financial statements in the Registrant’s 2006 Annual Report which is filed as an exhibit hereto, which identify the related parties and discuss the services provided by these parties and the amounts paid or payable for their services.

Director Independence

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

 

20


Item 14. Principal Accounting Fees and Services

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

 

(a) Audit Fees.

The aggregate fees billed to Registrant by Deloitte & Touche LLP (“D&T”) for professional services rendered for the audit of Registrant’s annual financial statements, review of Registrant’s interim financial statements, and services that are normally provided in connection with statutory or regulatory filings or engagements, including consents and other services related to Securities and Exchange Commission matters totaled approximately $26,000 for the year ended December 31, 2006 and $11,500 for the year ended December 31, 2005.

 

(b) Audit-Related Fees.

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

 

(c) Tax Fees.

The aggregate fees billed to Registrant by Arthur F. Bell, Jr. & Associates, L.L.C. for services for tax compliance, tax advice and tax planning totaled $7,000 for the year ended December 31, 2006 and $7,000 for the year ended December 31, 2005. These services include assistance regarding federal and state tax compliance and tax audit issues.

 

(d) All Other Fees.

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

PART IV

 

    

Page in

Annual Report

Item 15.       

Exhibits,   Financial Statement Schedules

  
(a) 1.   Financial Statements and Report of Independent Registered Public Accounting Firm – incorporated by reference to the Registrant’s 2006 Annual Report which is filed as an exhibit hereto   
  Report of Independent Registered Public Accounting Firm – Deloitte & Touche LLP    1
  Financial Statements:   
  Statements of Financial Condition – December 31, 2006 and 2005    2
  Statements of Operations – For the year ended December 31, 2006 and the period December 1, 2005 (commencement of operations) to December 31, 2005    3
  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    4
  Notes to Financial Statements    5 –12
  The Financial Statements of WMT III Series I/J Trading Vehicle LLC as of December 31, 2006 and 2005 and for the year ended December 31, 2006 and the period December 1, 2005 (commencement of operations) to December 31, 2005    13 -23
2.   Financial Statement Schedules   
  All schedules have been omitted because they are not applicable or the required information is included in the financial statements or the notes thereto

 

21


3.   Exhibits
(a)   Description:
  3.1   Second Amended and Restated Declaration of Trust Agreement of the Registrant (annexed to the Prospectus as Exhibit A and incorporated by reference to Exhibit 4.1 to the Trust’s Post-Effective Amendment No. 2 on Form S-1 Registration Statement, File No. 333-119612, filed with the Commission on January 27, 2006)
  4.2   Subscription Requirements (annexed to the Prospectus as Exhibit B and incorporated by reference to Exhibit 4.2 to the Trust’s Post-Effective Amendment No. 3 on S-1 Registration Statement, File No. 333-119612, filed with the Commission on April 25, 2006)
  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 Post-Effective Amendment No. 3 on S-1 Registration Statement, File No. 333-119612, filed with the Commission on April, 25, 2006)
4.4   Form of Privacy Notices for the Managing Owner
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 I/J Trading Vehicle LLC, the Managing Owner and Eagle Trading Systems Inc. (incorporation by reference to Exhibit 10.4 to the Trust’s Pre-Effective Amendment No. 2 on Registration Statement, File No. 333-119612, filed with the Commission on March 14, 2005)
10.3   Form of Customer Agreement between the World Monitor Trust III 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. 333-83017, filed with the Commission on March 14, 2005)
10.4   WMT III Series I/J Trading Vehicle LLC Organization Agreement dated March 10, 2005 (filed herewith)
14.1   Preferred Investment Solutions Corp. Code Of Ethics (adopted pursuant to Section 406 of Sarbanes Oxley Act of 2002) as of October 10, 2006
31.1   Certification pursuant to Exchange Act Rules 13a-14 and 15d-14 (filed herewith)
31.2   Certification pursuant to Exchange Act Rules 13a-14 and 15d-14 (filed herewith)
32.1   Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith)
32.2   Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith)

 

22


SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on the 30th day of March 2007.

 

WORLD MONITOR TRUST III – SERIES I

By:

  Preferred Investment Solutions Corp.  
  Managing Owner  
  By:  

/s/ David K. Spohr

  Date: March 30, 2007
    David K. Spohr  
    Senior Vice President and Director of Fund Administration  

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant in the capacities indicated on March 30, 2007.

 

WORLD MONITOR TRUST III – SERIES I

By:

  Preferred Investment Solutions Corp.  
  Managing Owner  
  By:  

/s/ Kenneth A. Shewer

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

/s/ David K. Spohr

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


OTHER INFORMATION

The actual round-turn equivalent of brokerage commissions paid per contract for the year ended December 31, 2006 was $3.97.

The Registrant’s Annual Report on Form 10-K as filed with the Securities and Exchange Commission is available to Limited Owners without charge upon written request to:

World Monitor Trust III – Series I

c/o Preferred Investment Solutions Corp

900 King Street, Suite 100

Rye Brook, NY 10573

EX-4.4 2 dex44.htm FORM OF PRIVACY NOTICES FOR THE MANAGING OWNER Form of Privacy Notices for the Managing Owner

EXHIBIT 4.4

PRIVACY POLICY NOTICE OF KENMAR

December 2006

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

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

 

   

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

 

   

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

 

   

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

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

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

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

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


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


Important Privacy Choices for California Consumers

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

Your Rights

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

Your Choices

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

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

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

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

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

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

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

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

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

Time Sensitive Reply

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

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

 

Print Name:  

 

       
Signature:  

 

    Date:  

 

 
EX-10.4 3 dex104.htm ORGANIZATION AGREEMENT DATED MARCH 10, 2005 Organization Agreement dated March 10, 2005

EXHIBIT 10.4

WMT III SERIES I/J TRADING VEHICLE LLC

ORGANIZATION AGREEMENT

dated as of March 10, 2005


WMT III SERIES I/J TRADING VEHICLE LLC

ORGANIZATION AGREEMENT

TABLE OF CONTENTS

 

     Page

ARTICLE I

  ORGANIZATION    2

1.1.      

  Formation    2

1.2.      

  Name    2

1.3.      

  Purposes    2

1.4.      

  Duration    3

1.5.      

  Registered Office and Registered Agent; Principal Office    3

1.6.      

  Qualification in Other Jurisdictions    4

1.7.      

  No State-Law Partnership    4

ARTICLE II

  MEMBERS    4

2.1.      

  Initial Members    4

2.2.      

  Admission of Additional Members    4

2.3.      

  Classes of Members    4

ARTICLE III

  CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS    5

3.1.      

  Initial Capital Contributions    5

3.2.      

  Initial Membership Interests    5

3.3.      

  No Further Required Capital Contributions    5

3.4.      

  Additional Capital Contributions    5

3.5.      

  Additional Capital Contributions Permitted Only In Cash    5

3.6.      

  Capital Accounts    5

3.7.      

  Return of Capital Contributions    6

3.8.      

  Interest    6

3.9.      

  Distributions    7

ARTICLE IV

  ALLOCATIONS AND DISTRIBUTIONS    7

4.1.      

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

4.2.      

  Allocation of Commissions, Fees and Expenses for Financial Purposes    7

4.3.      

  Tax Allocations    7

4.4.      

  Limitations on Loss Allocation    8

4.5.      

  Costs of Effecting Allocations    8

4.6.      

  Members’ Tax Liabilities    8

 

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ARTICLE V

  TRANSFERS AND ASSIGNMENTS PROHIBITED; WITHDRAWALS    8

5.1.      

  Transfers and Assignments Prohibited    9

5.2.      

  Withdrawals    9

ARTICLE VI

  MANAGEMENT OF THE COMPANY    9

6.1.      

  Management of Business    9

6.2.      

  General Powers of Voting Members    9

6.3.      

  Delegation of Administrative Authority    10

6.4.      

  Delegation of Trading Authority    10

6.5.      

  Standard of Care; Liability    10

6.6.      

  Limitations on Powers of Members    11

6.7.      

  Other Business    11

ARTICLE VII

  OWNERSHIP OF COMPANY PROPERTY    12

ARTICLE VIII

  FISCAL MATTERS; BOOKS AND RECORDS    12

8.1.      

  Bank Accounts; Investments    12

8.2.      

  Records Required by Act; Right of Inspection    12

8.3.      

  Books and Records of Account    13

8.4.      

  Tax Returns and Information    13

8.5.      

  Delivery of Financial and Tax Information to Members    13

8.6.      

  Audits    13

8.7.      

  Fiscal Year    13

8.8.      

  Tax Elections    13

8.9.      

  Tax Matters Member    14

8.10.    

  Regulatory Reporting    14

ARTICLE IX

  INDEMNIFICATION    14

9.1.      

  Indemnification by the Members    14

9.2.      

  Indemnification by Preferred of the Members    14

ARTICLE X

  DISSOLUTION AND WINDING UP    15

10.1.      

  Events Causing Dissolution    15

10.2.      

  Winding Up    15

10.3.      

  Compensation of Liquidator    16

10.4.      

  Distribution of Company Property    16

10.5.      

  Final Audit    16

10.6.      

  Deficit Capital Accounts    17

ARTICLE XI

  MISCELLANEOUS PROVISIONS    17

 

ii


11.1.      

  Approval of Administration Agreement    17

11.2.      

  Interpretation    17

11.3.      

  “Commodity Pool” Status of the Company    17

11.4.      

  Compliance with the “Blue Sky” Guidelines    18

11.5.      

  Organizational and Maintenance Expenses    18

11.6.      

  Counterparts    18

11.7.      

  Entire Agreement    18

11.8.      

  Partial Invalidity    18

11.9.      

  Amendment    18

11.10.    

  Binding Effect    18

11.11.    

  Governing Law    18

11.12.    

  Effect of Waiver or Consent    19

11.13.    

  Further Assurances    19
 

Testimonium

   18
 

Signatures

   18
 

Schedule I

   20

 

iii


WMT III SERIES I/J TRADING VEHICLE LLC

ORGANIZATION AGREEMENT (this “Agreement”) dated as of March     , 2005, by and among (A) the commodity pools (each, a “Member” and, collectively, the “Members”) signatory from time to time hereto, each of which (i) has as its sole managing owner or trading manager (or its functional equivalent in another type of entity) Preferred Investment Solutions Corp. (“Preferred”), a “commodity pool operator” registered with the Commodity Futures Trading Commission (the “CFTC”), and (ii) intends to open a trading account managed pursuant to the Momentum program of Eagle Trading Systems Inc. (“Eagle “) and (B) Preferred, not as a Member, but for the limited purposes set forth herein.

* * * * * * *

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

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

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

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

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


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

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

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

WHEREAS, it is the express intent of the Members that their participation in the Company be, other than in respect of the consolidation of the Members’ trading account with respect to the Momentum program of Eagle , the functional equivalent of each Member opening such trading accounts on an individual basis; and

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

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

ARTICLE I

ORGANIZATION

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

1.2. Name. The name of the Company is WMT III Series I/J Trading Vehicle LLC (the “Company”).

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

 

2


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

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

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

1.4. Duration. The Company shall continue in existence until December 31, 2054 or until the Company shall be sooner dissolved and its affairs wound up in accordance with the Act or this Agreement.

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

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

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

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

 

3


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

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

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

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

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

ARTICLE II

MEMBERS

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

2.2. Admission of Additional Members. Additional Members of the Company may only be admitted if (i) such proposed Members are “commodity pools” of which Preferred is the sole managing owner (if such “commodity pools” are United States trusts) or sole trading manager (if such “commodity pools” are foreign corporations) or the functional equivalent thereof and (ii) such pools contributing to the Company will be managed exclusively pursuant to the Momentum program of Eagle , and (iii) the admission of such additional Members is approved by Majority Vote of the Voting Members.

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

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

 

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ARTICLE III

CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS

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

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

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

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

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

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

3.6. Capital Accounts. (a) A capital account (“Capital Account”) shall be established and maintained for each Member on the books of the Company. The initial balance in each Member’s Capital Account shall equal such Member’s Initial Capital Contribution. Each Member’s Capital Account (i) shall be increased by (A) the amount of any additional Capital Contribution made by that Member, and (B) allocations to that Member of Company income and

 

5


gain (or items thereof), including income and gain exempt from tax and income and gain described in Section 1.704-1(b)(2)(iv)(g) of the Treasury Regulations, and (ii) shall be decreased by (A) the amount of cash distributed to that Member by the Company, (B) allocation of commissions, fees and expenses pursuant to Section 4.2, (C) allocations to that Member of expenditures described under Section 705(a)(2)(B), and (D) allocations of Company loss and deduction (or items thereof), including loss and deduction described in Section 1.704-1(b)(2)(iv)(g) of the Treasury Regulations.

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

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

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

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

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

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

 

6


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

ARTICLE IV

ALLOCATIONS AND DISTRIBUTIONS

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

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

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

4.3. Tax Allocations. (a) Items of income, gain, loss, deduction and credit from the Company’s operations shall be allocated to the Members in such manner as Preferred, acting pursuant to the administrative authority delegated to it pursuant to Section 6.3, and pursuant to the Administrative Services Agreement by and between Preferred and the Company, executed and delivered pursuant to said Section 6.3, may determine shall equitably reflect the financial allocations made pursuant to Section 4.1 and Section 4.2. Preferred may, in effecting such tax

 

7


allocations, allocate gain and loss separately and not on a netted basis, if Preferred believes that doing so would be more consistent with the manner in which the Voting Members intend to allocate the tax effects of their investment in the Company among their respective unitholders.

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

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

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

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

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

4.6. Members’ Tax Liabilities. Although not a Member of the Company, Preferred is hereby authorized by all Members to withhold or withdraw from each Member’s Capital Account any amount which Preferred reasonably believes may be owing by the Company to any federal or state tax authority in respect of such Member’s investment in the Company. Any such withholding or withdrawal shall reduce each affected Member’s Membership Interest and Company Percentage until such time, if any, as the amount of any such withholding or withdrawal is returned in whole or in part, to such Member’s Capital Account.

 

8


ARTICLE V

TRANSFERS AND ASSIGNMENTS PROHIBITED; WITHDRAWALS

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

Only “commodity pools” of which Preferred is either the managing owner (or its functional equivalent in another type of entity) or the trading manager shall be eligible transferees or assignees of Membership Interests. Only domestic statutory trusts of which Preferred is the manager owner (or its functional equivalent in another type of entity) shall be eligible transferees or assignees of Voting Membership Interests, and only foreign corporations of which Preferred is the trading manager (or its functional equivalent in another type of entity) shall be eligible transferees or assignees of Non-Voting Membership Interests.

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

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

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

ARTICLE VI

MANAGEMENT OF THE COMPANY

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

6.2. General Powers of Voting Members. Except as may otherwise be expressly provided in this Agreement, the Voting Members shall have complete and exclusive discretion in

 

9


the management and control of the business and affairs of the Company, including the right to make and control all ordinary and usual decisions concerning the business and affairs of the Company. The Voting Members shall, subject to the provisions hereof, possess all power, on behalf of the Company, to do or authorize the Company to do all things necessary or convenient to carry out the business and affairs of the Company.

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

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

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

6.4. Delegation of Trading Authority. Pursuant to an Advisory Agreement dated as of March     , 2005 by and among the Company, Preferred and Eagle , the Company (with the unanimous approval of the Members as evidenced by their signatures to this Agreement) has appointed Eagle as the sole trading advisor to the Company, with authority and direction to manage the Company’s commodity interest trading pursuant to Eagle ‘s Momentum program, as such program may change and develop from time to time, all as contemplated by said Advisory Agreement.

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

Each Member, in consideration of such Member being admitted to the Company, agrees, acknowledges and approves the terms of the Advisory Agreement dated as of March     , 2005 by and among the Company, Eagle and Preferred.

6.5. Standard of Care; Liability. Each Member shall discharge its duties under this Agreement in good faith, with the care an ordinarily prudent person in a like position would exercise under similar circumstances, and in a manner it reasonably believes to be in, or not

 

10


opposed to, the best interests of the Company. A Member will not be liable for any monetary damages to the Company for any breach of such duties except for receipt of a financial benefit to which the Member is not entitled; voting for or assenting to a distribution to Members in violation of this Agreement or the Act; or a knowing violation of the law.

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

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

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

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

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

 

11


ARTICLE VII

OWNERSHIP OF COMPANY PROPERTY

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

ARTICLE VIII

FISCAL MATTERS; BOOKS AND RECORDS

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

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

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

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

 

12


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

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

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

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

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

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

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

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

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

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

 

13


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

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

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

ARTICLE IX

INDEMNIFICATION

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

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

 

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ARTICLE X

DISSOLUTION AND WINDING UP

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

(a) December 31, 2054;

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

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

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

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

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

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

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

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

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

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

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

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

 

15


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

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

(ix) assist the former Members, to the extent that they so request, in establishing individual trading accounts in respect of the Momentum program of Eagle , to be maintained in their own names; and

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

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

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

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

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

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

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

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

 

16


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

ARTICLE XI

MISCELLANEOUS PROVISIONS

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

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

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

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

 

17


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

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

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

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

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

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

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

11.11. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LOCAL, INTERNAL LAWS OF THE STATE OF DELAWARE; PROVIDED, HOWEVER, THAT CAUSES OF ACTION FOR VIOLATION OF THE FEDERAL OR STATE SECURITIES LAWS SHALL NOT BE

 

18


GOVERNED BY THIS SECTION 11.11. IN PARTICULAR, THIS AGREEMENT IS INTENDED TO COMPLY WITH THE REQUIREMENTS OF THE ACT AND THE CERTIFICATE OF FORMATION. IN THE EVENT OF A DIRECT CONFLICT BETWEEN THE PROVISIONS OF THIS AGREEMENT AND THE MANDATORY PROVISIONS OF THE ACT OR ANY PROVISION OF THE CERTIFICATE OF FORMATION, THE ACT AND THE CERTIFICATE OF FORMATION, IN THAT ORDER OF PRIORITY, WILL CONTROL.

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

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

 

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

 

PREFERRED INVESTMENT SOLUTIONS CORP.,

not as a Member, but for the limited

purposes set forth herein

 

By:

 

/s/ Esther E. Goodman

 
 

Name:

 

Esther E. Goodman

 
 

Title:

 

COO and EVP

 

* * * * * * * * *

 

WORLD MONITOR TRUST III SERIES I

WORLD MONITOR TRUST III SERIES J

By:

 

Preferred Investment Solutions Corp., Managing Owner

 

By:

 

/s/ Esther E. Goodman

 
 

Name:

 

Esther E. Goodman

 
 

Title:

 

COO and EVP

 

 

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Schedule I

MEMBERS AND INITIAL CAPITAL CONTRIBUTIONS

Initial Positions Transferred

Capital Contribution (see attached Cash schedule)

 

Member

  

Initial Company

Percentage

  

Non-Voting

Membership

Interest

  

Voting Membership

Interest

World Monitor Trust III Series I

   $    %    X

World Monitor Trust III Series J

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

 

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EX-13.1 4 dex131.htm REGISTRANT'S 2006 ANNUAL REPORT Registrant's 2006 Annual Report

WORLD MONITOR TRUST III — SERIES I

ANNUAL REPORT

December 31, 2006


WORLD MONITOR TRUST III — SERIES I

The financial statements are comprised of Section I, containing the financial statements of World Monitor Trust III — Series I as of December 31, 2006 and 2005, and for the year ended December 31, 2006 and the period December 1, 2005 (commencement of operations) to December 31, 2005 and Section II, containing the Financial statements of WMT III Series I/J Trading Vehicle LLC as of December 31, 2006 and 2005 and for the year ended December 31, 2006 and the period December 1, 2005 (commencement of operations) to December 31, 2005.

Series I

 

     PAGES

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

   1

Financial Statements

  

Statements of Financial Condition

   2

Statements of Operations

   3

Statements of Changes in Unitholders’ Capital

   4

Notes to Financial Statements

   5-12

Series II

Financial statements of WMT III Series I/J Trading Vehicle LLC as of December 31, 2006 and 2005 and for the year ended December 31, 2006 and the period December 1, 2005 (commencement of operations) to December 31, 2005.


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Managing Owner and Unitholders of

World Monitor Trust III – Series I

We have audited the accompanying statement of financial condition of World Monitor Trust III – Series I (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 I 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


WORLD MONITOR TRUST III – SERIES I

STATEMENTS OF FINANCIAL CONDITION

December 31, 2006 and 2005

 

     2006    2005
ASSETS      

Cash

   $ 99,069    $ 121

Investment in WMT III Series I/J Trading Vehicle LLC (99.04% and 100.57% of net asset value, respectively)

     261,165      509,108

Accounts receivable—net

     4,980      0
             

Total assets

   $ 365,214    $ 509,229
             
LIABILITIES      

Accrued expenses

   $ 1,516    $ 1,234

Service fee payable

     0      875

Sales commission payable

     0      437

Management fee payable

     0      219

Offering costs payable

     0      219

Subscriptions received in advance

     100,000      0
             

Total liabilities

     101,516      2,984
             
UNITHOLDERS' CAPITAL      

Class I Units:

     

Unitholders—2,368 and 5,000 units outstanding at December 31, 2006 and 2005, respectively.

     235,346      482,138

Managing Owners Interests—285 and 250 units outstanding at December 31, 2006 and 2005, respectively.

     28,352      24,107
             

Total unitholders' capital

     263,698      506,245
             

Total liabilities and unitholders' capital

   $ 365,214    $ 509,229
             
NET ASSET VALUE PER UNIT      

Class I

   $ 99.40    $ 96.43
             

See accompanying notes.

 

2


WORLD MONITOR TRUST III – SERIES I

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 I/J TRADING VEHICLE LLC:

    

REVENUES

    

Realized

   $ (30,638 )   $ (9,975 )

Change in unrealized

     49,065       (4,756 )

Interest income

     18,358       1,660  
                

Total revenues/(losses)

     36,785       (13,071 )
                

EXPENSES

    

Brokerage commissions

     3,542       580  

Advisor management fee

     8,681       850  

Advisor incentive fee

     5,617       0  

Operating expenses

     1,450       1,391  
                

Total expenses

     19,290       2,821  
                

NET GAIN(LOSS) ALLOCATED FROM WMT III SERIES I/J TRADING VEHICLE LLC

     17,495       (15,892 )
                

NET LOSS FROM SERIES OPERATIONS:

    

REVENUES

    

Interest income

     1,503       121  
                

EXPENSES

    

Management fee

     2,152       219  

Service fee

     8,607       875  

Sales commission

     4,303       437  

Operating expenses

     4,929       1,234  
                

Total expenses

     19,991       2,765  
                

NET (LOSS) FROM SERIES OPERATIONS

     (18,488 )     (2,644 )
                

NET (LOSS)

   $ (993 )   $ (18,536 )
                

NET (LOSS) PER WEIGHTED AVERAGE UNITHOLDER AND MANAGING OWNER UNIT

    

Net (loss) per weighted average Unitholder and Managing Owner Unit

   $ (0.23 )   $ (3.53 )
                

Weighted average number of Units outstanding

     4,281       5,250  
                

See accompanying notes.

 

3


WORLD MONITOR TRUST III — SERIES I

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     Total  
     Unitholders     Managing Owner Interests    
     Units     Amount     Units    Amount     Units     Amount  

Unitholders’ capital at December 31, 2004

   0     $ —       10    $ 1,000     10     $ 1,000  

Additions

   5,000       500,000     240      24,000     5,240       524,000  

Net (Loss)

   —         (17,653 )   —        (883 )   —         (18,536 )

Offering costs

   —         (209 )   —        (10 )   —         (219 )
                                         

Unitholders’ capital at December 31, 2005

   5,000       482,138     250      24,107     5,250       506,245  

Additions

   2,168       205,000     35      3,300     2,203       208,300  

Redemptions

   (4,790 )     (446,722 )   —        —       (4,790 )     (446,722 )

Exchanges

   (10 )     (933 )   —        —       (10 )     (933 )

Net (loss)

   —         (2,033 )   —        1,040     —         (993 )

Offering costs

   —         (2,104 )   —        (95 )   —         (2,199 )
                                         

Unitholders’ capital at December 31, 2006

   2,368     $ 235,346     285    $ 28,352     2,653     $ 263,698  
                                         

See accompanying notes.

 

4


WORLD MONITOR TRUST III — SERIES I

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. As of December 31, 2006, Class II Units have not been issued.

Effective December 1, 2005, Series I allocated its net assets to WMT III Series I/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 I 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 and options on futures 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 I’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.

 

5


WORLD MONITOR TRUST III — SERIES I

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 I 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.

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.

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 I 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.

 

6


WORLD MONITOR TRUST III — SERIES I

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

  A. Basis of Accounting (Continued)

Series I 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 I has provided general indemnifications to the Managing Owner and others when they act, in good faith, in the best interests of Series I. Series I 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 I 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 I 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 I has evaluated the impact of adopting FIN 48 on Series I’s financial statements. In Preferred’s opinion as of December 31, 2006, FIN 48 has no material impact on Series I, as Series I’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 I is currently evaluating the impact of adopting SFAS No. 157 on its financial statements. At this time, the impact to Series I’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 I receives interest on all cash balances held by the clearing brokers at prevailing rates.

 

  B. Income Taxes

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

 

7


WORLD MONITOR TRUST III — SERIES I

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

  C. Investment in WMT III Series I/J Trading Vehicle LLC

The investment in the Trading Vehicle is reported in Series I’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 I’s valuation by the management of the Trading Vehicle. Generally, the fair value of Series I’s investment in the Trading Vehicle represents the amount that Series I could reasonably expect to receive from the Trading Vehicle if Series I’s investment were redeemed at the time of valuation, based on information available at the time the valuation was made and that Series I believes to be reliable. Series I records its proportionate share of each item of income and expense from its investment in the Trading Vehicle in the statement 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 to the Class I 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 the Series 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 I’s calculated offering costs reimbursement exceeded 0.50% per annum of the Net Asset Value of Series I. Series I was only liable for the amount up to the 0.50% per annum limitation.

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.

 

8


WORLD MONITOR TRUST III — SERIES I

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

  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 I. During the period ended December 31, 2006, interest income consisted of interest earned in the Trading Vehicle and in Series I.

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 I’s net asset value at the beginning of the month.

Note 4. SERVICE FEES AND SALES COMMISSIONS

Series I 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 I 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.

Series I 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.

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.

Note 6. OPERATING EXPENSES

Operating expenses of Series I are paid for by Series I. However, during the period December 1, 2005 (commencement of operations) to December 31, 2005, the Managing Owner has paid $19,341 of operating expenses on behalf of Series I. For the period January 1, 2006 to December 31, 2006 the Managing Owner has agreed to pay $49,508 of operating expenses on behalf of Series I.

 

9


WORLD MONITOR TRUST III — SERIES I

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

Note 7. INVESTMENT IN WMT III SERIES I/J TRADING VEHICLE LLC

Series I invests a substantial portion of its assets in the Trading Vehicle. Series I’s investments in the Trading Vehicle represents approximately 1.08 % 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

December 1, 2005

   Investments    (Loss)    

Net Asset Value

December 31, 2005

   Investments    Redemptions     Gain   

Net Asset Value

December 31, 2006

WMT III Series I/J Trading Vehicle LLC

   $ 0    $ 525,000    $ (15,892 )   $ 509,108    $ 209,705    $ (475,143 )   $ 17,495    $ 261,165
                                                         

Series I may make additional contributions to, or redemptions from, the Trading Vehicle on a monthly basis.

Note 8. MARKET AND CREDIT RISK

Series I’s investment in the Trading Vehicle is subject to the market and credit risks of the futures contracts, options on futures contracts, and other financial instruments held or sold short by the Trading Vehicle. Series I 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 I 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.

 

10


WORLD MONITOR TRUST III — SERIES I

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

Note 9. FINANCIAL HIGHLIGHTS

The following information presents per unit operating performance data and other supplemental financial data for 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

   2006 (6)     2005 (7)  

Per Unit Performance

    

(for a unit outstanding throughout the entire period)

    

Net asset value per unit, beginning of the year/period

   $ 96.43     $ 100.00  
                

Gain (loss) from operations: (3)

    

Net realized and change in unrealized gain (loss) (1)

     8.02       (2.81 )

Interest income (1)

     4.64       0.34  

Expenses (1)

     (9.18 )     (1.06 )
                

Total gain (loss) from operations

     3.48       (3.53 )
                

Offering costs (1)

     (0.51 )     (0.04 )
                

Net increase (decrease) for the year/period

     2.97       (3.57 )
                

Net asset value per unit, end of the year/period

   $ 99.40     $ 96.43  
                

Total Return (5)

    

Total return before incentive fee

     4.48 %     (3.57 )%

Incentive fee

     (1.40 )%     0.00 %
                

Total return after incentive fee

     3.08 %     (3.57 )%
                

Supplemental Data

    

Ratios to average net asset value: (3), (8)

    

Net investment (loss) before incentive fee (2)

     (3.44 )%     (8.70 )%

Incentive fee (5)

     (1.40 )%     0.00 %
                

Net investment (loss) after incentive fee

     (4.84 )%     (8.70 )%
                

Interest income

     4.95 %     4.07 %
                

Incentive fees (5)

     1.40 %     0.00 %
                

Other expenses (4)

     8.38 %     12.77 %
                

Total expenses

     9.78 %     12.77 %
                

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 I’s proportionate share of income and expenses from WMT III Series 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.

 

11


WORLD MONITOR TRUST III — SERIES I

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

Note 9. FINANCIAL HIGHLIGHTS (CONTINUED)

 

(8)

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

 

Expense Ratio

   22.11 %   16.45 %

Net investment loss before incentive fee

   (15.77 )%   (12.38 )%

Incentive Fee

   (1.40 )%   0.00 %

Net investment loss after incentive fee

   (17.17 )%   (12.38 )%
            

 

12


SECTION II


WMT III SERIES I/J TRADING VEHICLE LLC

ANNUAL REPORT

December 31, 2006


WMT III SERIES I/J TRADING VEHICLE LLC

TABLE OF CONTENTS

 

     PAGES

Report of Independent Registered Public Accounting Firm

   1

Financial Statements

  

Statements of Financial Condition

   2

Condensed Schedules of Investments

   3

Statements of Operations

   4

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

   5

Notes to Financial Statements

   6 – 11


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


WMT III SERIES I/J TRADING VEHICLE LLC

STATEMENT OF FINANCIAL CONDITION

December 31, 2006 and 2005

 

     2006    2005  

ASSETS

     

Cash in commodity trading accounts

   $ 22,775,701    $ 10,651,193  

Net unrealized gain (loss) on open futures contracts

     1,593,108      (98,436 )

Interest receivable

     88,932      33,290  
               

Total assets

   $ 24,457,741    $ 10,586,047  
               

LIABILITIES

     

Accrued expenses

   $ 31,981    $ 28,800  

Commissions payable

     4,045      2,098  

Advisor incentive fee payable

     129,513      0  

Advisor management fee payable

     40,845      17,592  
               

Total liabilities

     206,384      48,490  
               

MEMBERS’ CAPITAL

     

Member I—Class I

     261,165      509,108  

Member J—Class I

     22,894,320      10,028,449  

Member J—Class II

     1,095,872      0  
               

Total members’ capital (Net Asset Value)

     24,251,357      10,537,557  
               

Total liabilities and members’ capital

   $ 24,457,741    $ 10,586,047  
               

See accompanying notes.

 

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WMT III SERIES I/J TRADING VEHICLE LLC

CONDENSED SCHEDULES OF INVESTMENTS

December 31, 2006 and 2005

 

     2006     2005  
    

Net

Unrealized

Gain (Loss)

   

Net

Unrealized

Gain
(Loss)

as a % of

Net Asset
Value

   

Net

Unrealized

Gain
(Loss)

   

Net

Unrealized

Gain
(Loss)

as a % of

Net Asset
Value

 
Long futures contracts:         

Commodities

   $ 0     0.00 %   $ (42,900 )   (0.41 )%

Currencies

     (361,213 )   (1.49 )%     (48,760 )   (0.46 )%

Interest rates

     0     0.00 %     (29,562 )   (0.28 )%

Metals

     97,782     0.40 %     69,290     0.66 %

Stock indices

     582,995     2.41 %     (46,504 )   (0.44 )%
                            

Total long future contracts

     319,564     1.32 %     (98,436 )   (0.93 )%
                            
Short futures contracts:         

Currencies

     335,930     1.38 %     0     0.00 %

Energy

     310,563     1.28 %     0     0.00 %

Interest rates

     926,304     3.82 %     0     0.00 %

Metals

     (299,253 )   (1.23 )%     0     0.00 %
                            

Total short future contracts

     1,273,544     5.25 %     0     0.00 %
                            

Total futures contracts

   $ 1,593,108     6.57 %   $ (98,436 )   (0.93 )%
                            

See accompanying notes.

 

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WMT III SERIES I/J TRADING VEHICLE LLC

STATEMENTS OF OPERATIONS

For the Year Ended December 31, 2006 and the Period December 1, 2005 (commencement of operations) to December 31, 2005

 

     2006    2005  

REVENUES

     

Realized

   $ 414,806    $ (206,454 )

Change in unrealized

     1,691,544      (98,436 )

Interest income

     842,504      34,356  
               

Total revenues/(loss)

     2,948,854      (270,534 )
               

EXPENSES

     

Brokerage commissions

     167,270      11,998  

Advisor incentive fee

     267,294      0  

Advisor management fee

     394,633      17,592  

Operating expenses

     57,482      28,800  
               

Total expenses

     886,679      58,390  
               

Net Gain / (Loss)

   $ 2,062,175    $ (328,924 )
               

See accompanying notes.

 

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WMT III SERIES I/J TRADING VEHICLE LLC

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

For the Year Ended December 31, 2006 and

the Period December 1, 2005 (commencement of operations) to December 31, 2005

 

     Members’ Capital  
    

Member I

Class I

   

Member J

Class I

   

Member J

Class II

    Total  

Balance at December 1, 2005 (commencement of operations)

   $ 0     $ 0     $ 0     $ 0  

Additions

     525,000       10,341,481       0       10,866,481  

Redemptions

     0       0       0       0  

Net (loss)

     (15,892 )     (313,032 )     0       (328,924 )
                                

Balance at December 31, 2005

     509,108       10,028,449       0       10,537,557  

Additions

     209,705       13,009,055       1,098,424       14,317,184  

Redemptions

     (475,143 )     (2,134,871 )     (55,545 )     (2,665,559 )

Net gain

     17,495       1,991,687       52,993       2,062,175  
                                

Balance at December 31, 2006

   $ 261,165     $ 22,894,320     $ 1,095,872     $ 24,251,357  
                                

See accompanying notes.

 

-5-


WMT III SERIES I/J TRADING VEHICLE LLC

NOTES TO FINANCIAL STATEMENTS

Note 1. ORGANIZATION

 

  A. General Description of the Trading Vehicle

WMT III Series I/J Trading Vehicle LLC (the “Trading Vehicle”) is a limited liability company organized under the laws of Delaware on March 10, 2005, which will terminate on December 31, 2054 unless terminated sooner under the provisions of the Organization Agreement. The Trading Vehicle commenced trading operations on December 1, 2005. The Trading Vehicle was formed to engage in the speculative trading of a diversified portfolio of futures contracts and options on futures contracts. Preferred Investment Solutions Corp. (“Preferred”) is the Managing Owner of the Trading Vehicle. The Trading Vehicle currently consists of three members: World Monitor Trust III – Series I, Class I (“Member I”), World Monitor Trust III – Series J, Class I (“Member J-Class I”) and World Monitor Trust III – Series J, Class II (“Member J-Class II) (collectively, the “Members”). Preferred is also the Managing Owner of each of the Members. Upon making the initial capital contribution, each Member received Voting Membership Interests.

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

 

  B. The Trading Advisor

The Trading Vehicle entered into an advisory agreement with Eagle Trading Systems Inc. (the “Trading Advisor”) to make the trading decisions for the Trading Vehicle. The Trading Advisor manages approximately 100% of the assets of the Trading Vehicle pursuant to its Momentum program.

Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

  A. Basis of Accounting

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

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

Brokerage commissions include other trading fees and are charged to expense when contracts are opened.

 

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WMT III SERIES I/J TRADING VEHICLE LLC

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

  A. Basis of Accounting (Continued)

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

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

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

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

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

 

  B. Income Taxes

The Trading Vehicle is treated as a partnership for Federal income tax purposes. As such, the Trading Vehicle is not required to provide for, or pay, any Federal or state income taxes. Income tax attributes that arise from its operations are passed directly to the Members. The Trading Vehicle may be subject to other state and local taxes in jurisdictions in which it operates.

 

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WMT III SERIES I/J TRADING VEHICLE LLC

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

  C. Capital Accounts

The Trading Vehicle accounts for additions, allocations of net gain (loss) and redemptions on a per member capital account basis.

The Trading Vehicle allocates profits and losses to its Members monthly on a pro rata basis based on each Member’s pro rata capital in the Trading Vehicle during the month. Distributions (other than redemptions of capital) may be made at the sole discretion of the Members on a pro rata basis in accordance with the Members’ respective capital balances. The Trading Vehicle has not and does not presently intend to make any distributions.

 

  D. Foreign Currency Transactions

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

Note 3. MANAGEMENT AND INCENTIVE FEES

The Trading Vehicle pays the Trading Advisor a monthly management fee equal to 1/12 of 2.0% (2.0% annually) of the Trading Vehicle’s allocated assets determined as of the close of business on the last day of each month. For purposes of determining the management fee, any distributions, redemptions or reallocation of assets made as of the last day of each month shall be added back to the assets and there shall be no reduction for (i) the management fees calculated or (ii) any accrued but unpaid incentive fees due the Trading Advisor.

Additionally, the Trading Vehicle pays the Trading Advisor an incentive fee of 20% (the “Incentive Fee”) of “New High Net Trading Profits” (as defined in the Advisory Agreement). The incentive fee accrues monthly and is paid quarterly. The Trading Advisor earned incentive fees of $267,294 and $0 for the year ended December 31, 2006 and the period December 1, 2005 (commencement of operations) to December 31, 2005, respectively.

Note 4. OPERATING EXPENSES

Operating expenses of the Trading Vehicle are paid for by the Trading Vehicle.

Note 5. DEPOSITS WITH BROKER

The Trading Vehicle deposits funds with UBS Securities LLC to act as broker subject to Commodity Futures Trading Commission regulations and various exchange and broker requirements. Margin requirements are satisfied by the deposit of cash with such broker. The Trading Vehicle earns interest income on assets deposited with the broker at competitive rates.

 

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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.

 

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WMT III SERIES I/J TRADING VEHICLE LLC

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

Note 7. DERIVATIVE INSTRUMENTS AND ASSOCIATED RISKS (CONTINUED)

 

  B. Credit Risk (Continued)

There can be no assurance that any counterparty, clearing member or clearinghouse will meet it’s obligations the Trading Vehicle.

The Managing Owner attempts to minimize both credit and market risks by requiring the Trading Vehicle and its Trading Advisor to abide by various trading limitations and policies. Preferred monitors compliance with these trading limitations and policies, which include, but are not limited to, executing and clearing all trades with creditworthy counterparties; limiting the amount of margin or premium required for any one commodity or all commodities combined; and generally limiting transactions to contracts which are traded in sufficient volume to permit the taking and liquidating of positions. Additionally, pursuant to the Advisory Agreement among the Trading Vehicle, Preferred and the Trading Advisor, the Trading Vehicle shall automatically terminate the Advisory Agreement, if the net asset value allocated to the Trading Advisor declines as of the end of any business day by at least 40% from the value at the beginning of any calendar year or since the effective date of the Advisory Agreement. The decline in net asset value is after giving effect for distributions, subscriptions and redemptions.

The Trading Vehicle’s futures commission merchant, in accepting orders for the purchase or sale of domestic futures contracts, is required by Commodity Futures Trading Commission (“CFTC”) regulations to separately account for and segregate as belonging to the Trading Vehicle all assets of the Trading Vehicle relating to domestic futures trading and is not allowed to commingle such assets with its other assets. At December 31, 2006 and 2005, such segregated assets totaled $19,166,403 and $10,679,510, respectively. Part 30.7 of the CFTC regulations also requires the Trading Vehicle’s futures commission merchant to secure assets of the Trading Vehicle related to foreign futures trading which totaled $1,732,473 and $(126,753) at December 31, 2006 and 2005, respectively.

As of December 31, 2006, all open futures contracts mature between January and March 2007.

 

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WMT III SERIES I/J TRADING VEHICLE LLC

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

Note 8. FINANCIAL HIGHLIGHTS

The following information presents the financial highlights of the Trading Vehicle for the year ended December 31, 2006 and the period December 1, 2005 (commencement of operations) to December 31, 2005. This information has been derived from information presented in the financial statements.

 

     2006     2005  
Total Return (1)     

Total return before incentive fee

   9.49 %   (3.03 )%

Incentive fee

   (1.41 )%   0.00 %
            

Total return after incentive fee

   8.08 %   (3.03 )%
            

Ratios to average net asset value:

    

Expenses prior to incentive fee

   3.27 %   6.45 %(2)

Incentive fee (1)

   1.41 %   0.00 %
            

Total expenses and incentive fee

   4.68 %   6.45 %
            

Net investment gain (loss) (3)

   1.18 %   (2.65 )%(2)
            

Total returns and ratios to average net asset value are calculated for Members’ capital taken as a whole. An individual Member’s total return and ratios may vary from the above return and ratios based on the timing of additions and redemptions. Net realized gain and change in net unrealized gain on commodity transactions is a balancing amount necessary to reconcile the change in net asset value per interest with other per interest information.

 

(1)

Not annualized.

(2)

Annualized.

(3)

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

 

-11-

EX-14.1 5 dex141.htm PREFERRED INVESTMENT SOLUTIONS CORP. CODE OF ETHICS Preferred Investment Solutions Corp. Code of Ethics

EXHIBIT 14.1

PREFERRED INVESTMENT SOLUTIONS CORP.

CODE OF ETHICS

(adopted pursuant to Section 406 of Sarbanes Oxley Act of 2002)

as of October 10, 2006

INTRODUCTION

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

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

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

COMPLIANCE WITH LAWS, RULES AND REGULATIONS

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


CONFLICTS OF INTEREST

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

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

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

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

CORPORATE OPPORTUNITIES

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

 

2


PUBLIC COMPANY REPORTING

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

 

   

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

 

   

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

 

   

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

REPORTING ILLEGAL OR UNETHICAL BEHAVIOR

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

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

If the result of an investigation indicates that corrective action is required, the Board of Directors will decide, or designate appropriate persons to decide, what actions to take, including, when appropriate, legal proceedings and disciplinary action to rectify the problem and avoid the likelihood of its recurrence. Such actions shall be reasonably designed to deter wrongdoing and

 

3


to promote accountability for adherence to this Code of Ethics, and shall include written notices to the individual indicating any action taken. In determining what action is appropriate in a particular case, the Board of Directors or its designee shall take into account all relevant information, including the nature and severity of the violation, whether the violation was a single occurrence or repeated occurrences, whether the violation appears to have been intentional or inadvertent, whether the individual in question had been advised prior to the violation as to the proper course of action and whether the individual in question had committed other violations in the past.

AMENDMENT, MODIFICATION AND WAIVER

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

ACKNOWLEDGMENT

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

 

4


APPENDIX A

ACKNOWLEDGMENT

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

 

 

 

 

Name:

 

 

 

Title:

 

 

 

Dated:

 

5

EX-31.1 6 dex311.htm CEO CERTIFICATION PURSUANT TO SECTION 302 CEO Certification pursuant to Section 302

EXHIBIT 31.1

CERTIFICATION

I, Kenneth A. Shewer, Co-Chief Executive Officer of Preferred Investment Solutions Corp., the Managing Owner of World Monitor Trust III – Series I (“Series I” or “Registrant”), certify that:

 

  1. I have reviewed this annual report on Form 10-K of World Monitor Trust III – Series I;

 

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

 

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

 

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

 

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

 

  b) Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

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

 

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

 

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

 

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

 

Date: March 30, 2007   By:  

/s/ Kenneth A. Shewer

    Kenneth A. Shewer
    Co-Chief Executive Officer
    (Principal Executive Officer)
EX-31.2 7 dex312.htm CFO CERTIFICATION PURSUANT TO SECTION 302 CFO Certification pursuant to Section 302

EXHIBIT 31.2

CERTIFICATION

I, David K. Spohr, Senior Vice President and Director of Fund Administration of Preferred Investment Solutions Corp., the Managing Owner of World Monitor Trust III – Series I (“Series I” or “Registrant”), certify that:

 

  1. I have reviewed this annual report on Form 10-K of World Monitor Trust III – Series I;

 

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

 

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

 

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

 

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

 

  b) Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

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

 

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

 

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

 

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

 

Date: March 30, 2007

  By:  

/s/ David K. Spohr

    David K. Spohr
    Senior Vice President and Director of Fund Administration
    (Principal Financial/Accounting Officer)
EX-32.1 8 dex321.htm CEO CERTIFICATION PURSUANT TO SECTION 906 CEO Certification pursuant to Section 906

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

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

 

  (1) Registrant’s Annual Report on Form 10-K for the period ended December 31, 2006, as filed with the Securities and Exchange Commission on the date hereof (the “Annual Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

  (2) The information contained in the Annual Report fairly presents, in all material respects, the financial condition and results of operations of Registrant.

 

/s/ Kenneth A. Shewer

Kenneth A. Shewer
Co-Chief Executive Officer
(Principal Executive Officer)
March 30, 2007
EX-32.2 9 dex322.htm CFO CERTIFICATION PURSUANT TO SECTION 902 CFO Certification pursuant to Section 902

EXHIBIT 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

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

 

  (1) Registrant’s Annual Report on Form 10-K for the period ended December 31, 2006, as filed with the Securities and Exchange Commission on the date hereof (the “Annual Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

  (2) The information contained in the Annual Report fairly presents, in all material respects, the financial condition and results of operations of Registrant.

 

/s/ David K. Spohr

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