UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
| (Mark One) | ||
| ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||
For the fiscal year ended: December 31, 2014 | ||
| 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: 000-51651 | ||
| WORLD MONITOR TRUST III – SERIES J | ||
| (Exact name of the Registrant as specified in its charter) | ||
| Delaware | 20-2446281 | |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
| 1211 Avenue of the Americas, Suite 2701, New York | 10036 | |
| (Address of principal executive offices) | (Zip Code) | |
| (914) 307-7000 | ||
| (The Registrant’s telephone number, including area code) | ||
| Securities registered pursuant to Section 12(b) of the Act | ||
| None | ||
| Securities registered pursuant to Section 12(g) of the Act: | ||
| Series J Units of Beneficial Interest, Class I | ||
| (Title of class) | ||
| Series J Units of Beneficial Interest, 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 S
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 S
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 S No £
Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files).
Yes S 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 the Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part II of this Form 10-K or any amendment to this Form 10-K. S
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “accelerated filer”, “large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer ☐ | Accelerated file ☐ |
| Non-accelerated filer S | Smaller Reporting Company ☐ |
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No S
The Registrant has no voting shares or public float. The value of Units in the Registrant as of June 30, 2014 is $16,874,886.
As of March 1, 2015, there were 169,519.5144 Unitholders’ Units outstanding.
WORLD MONITOR TRUST iII – SERIES J
(a Delaware Business Trust)
___________________
TABLE OF CONTENTS
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| ITEM 1. | BUSINESS |
Introduction
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”). 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 were initially offered in four (4) separate and distinct Series: Series G, Series H, Series I and Series J (the “Registrant”). 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 Fifth Amended and Restated Declaration of Trust and Trust Agreement (the “Trust Agreement”). Each Series offers Units in two classes (each, a “Class”) – Class I and Class II. Class I Units pay a service fee. 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 service rendered in connection with an investment in the Trust (such arrangements commonly referred to as “wrap-accounts”) (see Note 5 of the Registrant’s financial statements included in its Annual Report for the year ended December 31, 2014 (the “Registrant’s 2014 Annual Report”), which is filed as an exhibit hereto).
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. The Managing Owner terminated the offering of Units of Series H and Series I effective March 31, 2007 and dissolved Series H and Series I effective close of business on April 30, 2007. The Managing Owner terminated the offering of Units of Series G on December 31, 2007 and dissolved Series G effective close of business on December 31, 2007.
Managing Owner and its Affiliates
Effective March 17, 2014, Kenmar Preferred Investments, L.P. changed its name and form of entity to Kenmar Preferred Investments, LLC (“Kenmar Preferred” or the “Managing Owner”). Kenmar Preferred or Managing Owner refers to either Kenmar Preferred Investments, L.P. or Kenmar Preferred Investments, LLC depending on the applicable period discussed. Kenmar Preferred is the Managing Owner of the Registrant.
Kenmar Preferred has been the Managing Owner of the Registrant since October 1, 2004. The Managing Owner may, but is not required under the terms of the Trust Agreement to maintain an interest in the Registrant.
The Registrant reimburses the Managing Owner for services it performs for the Registrant, which include, but are not limited to: management, legal, accounting, registrar, transfer and assignment functions, investor communications, printing, postage and related services with respect to monitoring the Trust and other administrative services. The Registrant pays a monthly fee to ClariTy Managed Account & Analytics Platform, L.P., who effective March 17, 2014 changed its name and form of entity to Clarity Managed Account & Analytics Platform, LLC (“ClariTy”), an affiliate of the Managing Owner, for risk management and related services with respect to monitoring the Trading Advisors. ClariTy refers to either ClariTy Managed Account & Analytics Platform, L.P. or ClariTy Managed Account & Analytics Platform, LLC, depending on the applicable period discussed.
The Offering
Units are being offered to investors who meet certain established suitability standards. Prior to November 30, 2008, investments required a minimum aggregate initial subscription of $5,000 and $2,000 for certain Benefit Plan Investors (including IRAs), although the minimum purchase for any single series was $500. Effective December 1, 2008, the minimum initial investment for new subscribers is $25,000 ($10,000 for benefit plan investors (including IRAs)) and the minimum additional subscription amount for current investors, who are “accredited investors,” is $5,000.
Effective November 30, 2008, the Board of Directors of the Managing Owner of the Registrant determined that the Registrant’s Units are no longer to be publicly offered and are only to be available on a private placement basis to accredited investors pursuant to Regulation D under the Securities Act of 1933 (the “Securities Act”). This change in the manner in which the Registrant’s Units are offered has no material impact to current investors as there is no change in the fees and expenses and redemption terms of the Units or any change in the management and investment strategy and reporting provided to investors of the Registrant. New subscriptions must be made by persons that are accredited investors. Current investors that are not accredited investors are not required to redeem their current Units, but are not able to purchase additional Units.
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Initially, the Units for each Series were offered for a period ending November 30, 2005 (“Initial Offering Period”) at $100 per Unit. The subscription minimum of $30,000,000 for the Registrant was reached during the Initial Offering Period permitting all of Series G, H, I and J to commence trading operations. The Registrant completed its initial offering on December 1, 2005 with gross proceeds of $31,024,443, which was fully allocated to the trading vehicles. Series H and Series I Units were fully redeemed as of April 30, 2007 and Series G’s Units as of December 31, 2007. Up to $281,250,000 Series J, Class I and $93,750,000 Series J, Class II Units are being offered (totaling $375,000,000) (“Subscription Maximum”).
The Trading Advisors and the Trading Vehicles
The Registrant allocates a portion of its net assets (“Allocated Assets”) to commodity trading advisors (each, a “Trading Advisor” and collectively, the “Trading Advisors”). Each Trading Advisor manages a portion of the Allocated Assets of the Registrant and makes the trading decisions with respect to those Allocated Assets. The Managing Owner may terminate any current Trading Advisor or select new trading advisors from time to time in its sole discretion. In the future, the Managing Owner may determine to access certain Trading Advisors through separate investee pools.
In general, the Registrant expects to access the Trading Advisors through various series of CTA Choice Fund LLC (“CTA Choice”). CTA Choice is an “umbrella fund” having multiple segregated series, each of which is referred to herein as a “CTA Fund” or an “Affiliated Investment Fund”. Each CTA Fund has its own clearly-defined investment objective and strategies that are implemented by a Trading Advisor. ClariTy, an affiliate of Kenmar Preferred, serves as the managing member of CTA Choice. From December 1, 2012 to April 30, 2013, the Registrant allocated approximately one-seventh of its Allocated Assets to each of the following CTA Funds:
| · | CTA Choice BEAM, managed by BEAM Bayesian Efficient Asset Management, LLC (“BEAM”), pursuant to its BEAM Multi-Strategy Program, which is a systematic, technical, and fundamentally based financials and commodities program; |
| · | CTA Choice EGLG, managed by Eagle Trading Systems Inc. (“Eagle”), pursuant to its Global Program, which is a systematic, technical long term diversified program; |
| · | CTA Choice GLAGS, managed by Global Ag, LLC (“Global”), pursuant to its Discretionary Trading Program, which is a discretionary, fundamental trading program that focuses on agricultural markets; |
| · | CTA Choice HKSB, managed by Hawksbill Capital Management (“Hawksbill”), pursuant to its Global Diversified Program, which is a primarily systematic, technically-based, trend-following diversified program; |
| · | CTA Choice ORT, managed by Ortus Capital Management Limited (“Ortus”), pursuant to its Currency Program, which is a systematic, fundamentally based currency program; |
| · | CTA Choice RDOK, managed by Red Oak Commodity Advisors, Inc. (“Red Oak”), pursuant to its Fundamental Trading Program, which is a Diversified, Discretionary trading program; and |
| · | CTA Choice SAXN, managed by Saxon Investment Corporation (“Saxon”), pursuant to its Saxon Aggressive Diversified Program, which is a systematic, technically based, broadly diversified program. |
From May 1, 2013 to August 31, 2013, the Registrant allocated approximately one-fifth of its Allocated Assets to each of EGLG, GLAGS, HKSB, RDOK and SAXN after fully redeeming from BEAM and ORT as of April 30, 2013.
From September 1, 2013 to November 30, 2013, the Registrant allocated approximately one-quarter of its Allocated Assets to each of EGLG, GLAGS, RDOK and SAXN after fully redeeming from HKSB as of August 31, 2013.
From December 1, 2013 to July 31, 2014, the Registrant allocated approximately one-fifth of its Allocated Assets to each of EGLG, GLAGS, RDOK, SAXN and CTA Choice ELL, which is managed by Ellington Management Group, LLC (“Ellington”), pursuant to its Global Macro Trading Program and is a discretionary, fundamental, event driven program.
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As of August 1, 2014, the Registrant allocated approximately one-sixth of its Allocated Assets to each EGLG, ELL, GLAGS, RDOK, SAXN and CTA Choice FRT, which is managed by Fort, L.P. (“Fort”), pursuant to its Global Diversified Program.
BEAM’s Multi-Strategy Program is a global multi-asset class systematic investment strategy which combines the existing strategies of BEAM; i.e. Bond and FX, FX, SBF and Commodities. The program typically has low correlations to other active and passive investment programs because of its use of proprietary Bayesian formulation to forecasting, portfolio optimization and risk management. The program incorporates forecasting errors into its learning process and makes adjustments in the portfolio to adapt to structural changes in the markets. It is designed to provide portable scalable alpha with superior risk-adjusted long-term returns. The portfolio takes positions in futures for stock indices, bonds, currencies, and commodities (energy complex).
Eagle’s Global Program is a technical, trend-following system developed, based on Eagle’s extensive experience in observing and trading the global markets, to capture a well-structured trading philosophy. The trading philosophy incorporates trend following elements, money management principles, predetermined risk parameters and volatility adjustment features. The system is designed to trade in a wide range of global futures markets—currencies, fixed income, energies, commodities and stock indices—that exhibit orderly intermediate and long-term trends, and adjust to changes in market environment with no predetermined allocation to any one sector. Eagle analyzes typical behavior and volatility patterns of various markets. The system seeks markets with potentially good risk/reward profiles while attempting to avoid markets characterized by excessive volatility and sharp price corrections. An attempt is made to participate in markets which exhibit favorable “signal to noise” characteristics. Money management and risk control disciplines serve to attempt to limit downside risk.
Ellington’s Global Macro Trading Program primarily invests by taking both long and short positions in global currency, fixed income, commodity and equity markets through a wide range of derivative instruments and direct investments. Ellington will, from time to time, make extensive use of derivative instruments, including, without limitation, futures and forwards contracts and options on global currencies, commodities, fixed income and equity securities and security indices; interest rate derivatives (such as swaps, caps and floors); credit default swaps; options on any of the foregoing; and other over-the-counter and exchange-traded derivatives.
Fort’s Global Diversified Trading Program consists of three separate strategy components: (i) trend anticipating; (ii) trend following; and (iii) short term mean reversion. Fort’s investment objective is to achieve attractive absolute returns and reduced volatility of returns primarily through trading a broad spectrum of futures contracts, including short term interest rates, bonds, currencies, stock indices, energy and metals. Fort has designed its Trading Program in an attempt to produce high quality risk adjusted returns with a low correlation to broad based equity markets such as the S&P 500 or the MSCI world index. In an attempt to reduce volatility, the trading program is not constructed based primarily on one sided exposure to a particular market factor, such as long exposure to equity investments.
Global’s Discretionary Trading Program primarily, but not exclusively, trades futures on agricultural markets, primarily grains and oilseeds and the associated options on these markets. Global is aware of the “randomness” of markets. However, it is Global’s belief that fundamentals determine the eventual movement of a particular market towards a price, either higher or lower than currently observed. It is for this reason that Global relies heavily on analyzing each market “fundamentally” and developing a trading strategy to complement the analysis. As price discovery takes place, Global monitors a host of market inputs that it deems very important. Some of these include energy and currency values, domestic and international freight values, underlying cash values associated with futures markets, as well as political events in both importing and exporting countries that can have a substantive effect on global trade flows.
Hawksbill’s Global Diversified Program comprises a number of technical, trend-following trading systems, money management rules and Hawksbill’s overall trading experience and judgment regarding various market factors and conditions. Hawksbill’s objective is to achieve appreciation of its clients’ assets through speculative trading of commodity interests. Hawksbill primarily engages in trading futures contracts on U.S. and non-U.S. exchanges, including EFP transactions in foreign currencies. Hawksbill may also trade options on futures, forward contracts on commodities and currencies, cash currencies and may engage in transactions in physical commodities, including EFPs, in addition to EFPs in foreign currencies. An EFP is a transaction in which a cash or spot market position (which may be a forward contract) is exchanged for a comparable futures position.
Ortus’s Currency Program is a computerized, global macro strategy that seeks to capitalize on fundamentally driven price moves in the G7 currencies that are a result of a shift in the exchange rate cycle. It is the Trading Advisor’s belief that these shifts are driven by the dynamic interactions between asset prices (e.g. stocks and bonds) and underlying economic fundamentals (e.g. monetary policy, interest rates). As such, position duration is long-term and changes to the portfolio are gradual.
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Red Oak’s Fundamental Trading Program is driven by fundamentals: specifically, its strategy is grounded in Red Oak’s principals’ experience in and knowledge of the different commodity and commodity-related markets and the various fundamental factors which affect each of such markets. Thus, unlike many trading strategies now being employed by managed futures professionals, Red Oak’s approach is neither technically-based nor trend-following. Fundamental analysis, in general, is based on a study of factors external to the markets in predicting future prices. Such factors might include, among other things, supply and demand factors for a particular commodity, the economy of a particular country, government policies, domestic and foreign political and economic events and changing trade prospects. Fundamental analysis is premised on the concept that market prices frequently may not reflect (on a real time basis) the actual value of a commodity, although such value will eventually determine price levels.
Saxon’s Aggressive Diversified Program is primarily “trend following;” to this end, Saxon combines multiple rigorously researched systems to trade a diversified portfolio of futures worldwide. Saxon currently trades over 50 commodity interests on 13 exchanges in 6 countries; commodities traded included currencies, financials, softs, metals, grains, the meat complex and energy products. Through the use of proprietary money management techniques, Saxon seeks to further optimize returns. In addition, Saxon believes that the development of a trading system is an ongoing process; consequently, Saxon commits substantial resources to researching, developing and implementing improved trading techniques, money management principles and statistical analysis.
The Administrator
SS&C GlobeOp Financial Services LLC (“SS&C GlobeOp” or the “Administrator”), a Delaware limited liability company located at One South Road, Harrison, NY 10528, has been retained by the Registrant to serve as the Registrant’s administrator and provide certain administration and accounting services.
The Administrator performs or supervises the performance of services necessary for the operation and administration of the Registrant (other than making investment decisions), including administrative and accounting services. The Administrator also calculates the Registrant’s Net Asset Value. In addition, the Administrator maintains certain books and records of the Registrant, including certain books and records required by CFTC Rule 4.23(a).
Fees and Expenses
Management Fee
The Managing Owner is paid a monthly management fee of 1/12 of 0.5% (0.5% annually) of the Registrant’s Net Asset Value (defined below) at the beginning of each month (See Note 4 of the Registrant’s 2014 Annual Report, which is filed as an exhibit hereto).
“Net Asset Value” is the total assets of the Registrant less total liabilities of the Registrant, each determined on the basis of accounting principles generally accepted in the United States of America.
The Registrant, through its investment in Affiliated Investment Funds, indirectly pays an administrative services fee in the amount of 1/12 of 0.25% (0.25% annually) of the respective CTA Fund’s beginning of month Allocated Assets to ClariTy for risk management and related services with respect to monitoring the Trading Advisors.
Trading Advisors’ Fees
The Registrant indirectly, through its investment in the Affiliated Investment Funds, pays each Trading Advisor a monthly management fee and an incentive fee accrued monthly and paid quarterly.
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| Effective December 1, 2012 | ||||||||
| Management | Incentive | |||||||
| Trading Advisor | Fee | Fee | ||||||
| BEAM* | 1.00 | % | 20.00 | % | ||||
| EGLG | 2.00 | % | 25.00 | % | ||||
| ELL*** | 0.00 | % | 30.00 | % | ||||
| FRT**** | 2.00 | % | 20.00 | % | ||||
| GLAGS***** | 2.00 | % | 20.00 | % | ||||
| HKSB** | 0.00 | % | 25.00 | % | ||||
| ORT* | 1.00 | % | 25.00 | % | ||||
| RDOK | 2.00 | % | 20.00 | % | ||||
| SAXN***** | 0.00 | % | 25.00 | % | ||||
| * The Registrant fully redeemed from BEAM and ORT as of April 30, 2013. |
| ** The Registrant fully redeemed from HKSB as of August 31, 2013. |
| *** The Registrant subscribed to ELL as of December 1, 2013. |
| **** The Registrant subscribed to FRT as of August 1, 2014. |
| ***** The Registrant fully redeemed from GLAGS and SAXN as of December 31, 2014. |
“New High Net Trading Profits” (for purposes of calculating an Trading Advisor’s incentive fees) will be computed as of the close of business of the last day of each calendar quarter ( the “Incentive Measurement Date”) and will include such profits (as outlined below) since the immediately preceding Incentive Measurement Date (or, with respect to the first Incentive Measurement Date, since commencement of operations of the Registrant or the date the Trading Advisor commenced trading activities for the Registrant), or each an Incentive Measurement Period. New High Net Trading Profits for any Incentive Measurement Period will be the net profits, if any, from the Trading Advisor’s trading during such period (including (i) realized trading profit (loss) plus or minus (ii) the change in unrealized trading profit (loss) on open positions), and will be calculated after the determination of certain transaction costs attributable to the Trading Advisor’s trading activities, operating expenses, and the Trading Advisor’s management fee, but before deduction of any incentive fees payable during the Incentive Measurement Period. New High Net Trading Profits will not include interest earned or credited on the assets allocated to the Trading Advisor.
New High Net Trading Profits will be generated only to the extent that the cumulative New High Net Trading Profits achieved by the Trading Advisor exceed the highest level of cumulative New High Net Trading Profits achieved by such Trading Advisor as of a previous Incentive Measurement Date. Except as set forth below, net losses from prior months must be recouped before New High Net Trading Profits can again be generated.
If a withdrawal or distribution occurs or if a Trading Advisor’s advisory agreement with the relevant CTA Fund is terminated at any date that is not an Incentive Measurement Date, the date of the withdrawal or distribution or termination will be treated as if it were an Incentive Measurement Date. New High Net Trading Profits for an Incentive Measurement Period shall exclude capital contributions allocated to the Trading Advisor in an Incentive Measurement Period, distributions or redemptions paid or payable from the Trading Advisor’s account during an Incentive Measurement Period and any loss carry-forward attributable to the Trading Advisor will be reduced in the same proportion that the value of the assets allocated away from the Trading Advisor comprises of the value of the assets allocated to the Trading Advisor prior to such allocation away from the Trading Advisor). In calculating New High Net Trading Profits, incentive fees paid for a previous Incentive Measurement Period will not reduce cumulative New High Net Trading Profits in subsequent periods.
Brokerage Commissions and Fees
The Registrant indirectly pays to the clearing brokers all brokerage commissions, including applicable exchange fees, National Futures Association (“NFA”) fees, give-up fees, pit brokerage fees and other transaction related fees and expenses charged in connection with the Registrant’s trading activities. These activities are charged indirectly through the Registrant’s Affiliated Investment Funds and are reflected within the respective net asset values of each of the Affiliated Investment Funds. On average, total charges paid to the clearing brokers are expected to be less than $10.00 per round-turn trade, although the clearing broker’s brokerage commissions and trading fees will be determined on a contract-by-contract basis. The exact amount of such brokerage commissions and trading fees to be incurred is impossible to estimate and will vary based upon a number of factors including the trading frequency of each Trading Advisor, the types of instruments traded, transaction sizes, degree of leverage employed and transaction rates in effect from time to time.
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Routine Operational, Administrative and Other Ordinary Expenses
The Registrant pays directly or indirectly all of its routine operational, administrative and other ordinary expenses, including, but not limited to, (i) legal, bookkeeping, accounting, custodial, administration (including, without limitation, the costs and expenses of the Administrator), auditing, tax preparation charges and related charges of the Registrant (including reimbursement of the Managing Owner on a reasonable time-spent basis, for certain legal, accounting, administrative and registrar and transfer agent work performed by certain of the Managing Owner’s personnel for and on behalf of the Registrant), as well as printing and other related expenses, (ii) investment related expenses, including, but not limited to brokerage commissions, “bid-ask” spreads, mark-ups, margin interest and other transactional charges and clearing fees, as well as banking, sales and purchase commissions and charges and exchange fees, fees and charges of other custodians and clearing agencies, interest and commitment fees on loans and debit balances, income taxes, withholding taxes, transfer taxes and other governmental charges and duties, and other transactional charges and clearing fees incurred by the Trading Advisor on behalf of the Registrant, the Registrant’s pro rata share of the expenses of any Affiliated Investment Fund into which it invests, and any due diligence expenses incurred in selecting and monitoring the Trading Advisor and any Affiliated Investment Fund, (iii) operational and overhead expenses of the Registrant, including but not limited to, photocopying, postage, and telephone expenses, (iv) preparation of monthly, quarterly, annual and other reports required by applicable Federal and state regulatory authorities, (v) the Registrant’s meetings and preparing, printing and mailing of proxy statements and reports to Unitholders, (vi) client relations and services, and (vii) computer equipment, system maintenance and other technology-related expenses.
Extraordinary Fees and Expenses
The Registrant pays all its extraordinary fees and expenses, if any, and its allocable portion of all extraordinary fees and expenses of the Registrant generally, if any, as determined by the Managing Owner. Extraordinary fees and expenses are fees and expenses that are non-recurring and unusual in nature, such as legal claims and liabilities and litigation costs and any permitted indemnification payments related thereto. Extraordinary fees and expenses shall also include material expenses that are not currently anticipated obligations of the Registrant or of managed futures funds in general, such as the payment of partnership taxes or governmental fees associated with payment of such taxes. Routine operational, administrative and other ordinary expenses will not be deemed extraordinary expenses. Any fees and expenses imposed on the Registrant due to the status of an individual shall be paid by such individual or the Registrant, not the Managing Owner.
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 Units on a monthly basis until the maximum amount of Units being offered by the Registrant have been sold. As such, the Registrant may compete with other entities, whether or not formed by the Managing Owner, to attract new Unitholders. In addition, to the extent that a 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, 6 and 8 of the Registrant’s 2014 Annual Report, which is filed as an exhibit hereto.
Financial Information about Segments
The Registrant’s business constitutes only one segment for financial reporting purposes. The Registrant does not engage in the production or sale of any goods or services. The objective of the Registrant’s business is appreciation of its assets through speculative trading in commodity interests. Financial information about the Registrant’s business, as of December 31, 2014, is set forth under Items 6, 7, and 8 herein.
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Financial Information about Geographic Areas
Although the Registrant has indirect exposure to the global futures, forward and option markets, it does not have operations outside of the United States.
Available Information
The Registrant files an annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments to these reports with the Securities and Exchange Commission (the “SEC”). You may read and copy any document filed by the Registrant at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for information on the Public Reference Room. The Registrant does not maintain an internet website; however, the Registrant’s SEC filings are available to the public from the EDGAR database on the SEC’s website at http://www.sec.gov. The Registrant’s CIK number is 0001345991.
| ITEM 1A. | RISK FACTORS |
THE UNITS ARE SPECULATIVE AND INVOLVE A HIGH DEGREE OF RISK. THEY ARE ONLY SUITABLE FOR PERSONS WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT.
| (1) | Loss of Capital; No Guarantee of Profit |
All investments risk the loss of capital. While the Managing Owner believes that the Trust’s investment program may moderate this risk to some degree through a diversification of investment strategies and markets used by the Trading Advisors to which the Trust will allocate assets, no guarantee or representation is made that the Trust’s program will be successful or that Unitholders will not lose some or all of their investment in the Trust. The Trust’s investment program includes the selection of Trading Advisors who utilize such investment techniques as short sales, leverage, uncovered option transactions, and limited diversification, which practices can, in certain circumstances, maximize the adverse impact on invested assets.
| (2) | Speculative and Volatile Markets and Highly Leveraged Trading |
The markets in which the Trust directly and indirectly 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 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, 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 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.
Supply and demand for investments change rapidly and are affected by a variety of factors, including interest rates, rates of inflation and general trends in the overall economy or particular industrial or other economic sectors. Government actions, especially those of the Federal Reserve Board and other central banks, have a profound effect on interest rates that, in turn, affect the price of investments. In addition, a variety of other factors that are inherently difficult to predict, such as domestic and international political developments, governmental trade and fiscal policies, monetary and exchange control programs, currency devaluations and revaluations; and emotions of the marketplace, patterns of trade and war or other military conflict can also have significant effects on the markets. None of these factors can be controlled by the Trading Advisors. Trading Advisors may have only limited ability to vary their portfolios in response to changing economic, financial and investment conditions. No assurance can be given as to when or whether adverse events might occur which could cause significant and immediate loss in value of the Trust. Even in the absence of such events, trading investments can quickly lead to large losses. No assurance can be given that the advice of the Trading Advisors will result in profitable trades for the Trust or that the Trust will not incur substantial losses.
In addition to the leveraged trading described above, the Managing Owner has the ability to further increase the leverage of the Trust by allocating notional equity to one or more of its Trading Advisors (in a maximum amount of up to 20% of Net Asset Value), which would then permit such Trading Advisor(s) to trade the account of the Trust 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.
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| (3) | Past Performance |
The past investment performance of the Managing Owner and the Trading Advisors is not necessarily indicative of the Trust’s futures results. You should not assume that any Trading Advisor’s future trading decisions will create profit, avoid substantial losses or result in performance for the Trust that is comparable to that Trading Advisor’s or to the Managing Owner’s past performance. No assurance can be given that the Managing Owner will succeed in meeting the investment objectives of the Trust. You may lose all or substantially all of your investment in the Trust.
Because you and other Unitholders will acquire and redeem Units at different times, you may experience a loss on your Units even though the Series as a whole is profitable and even though other Unitholders in the Series experience a profit. The past performance of the Series may not be representative of your investment experience in it.
| (4) | Importance of General Market Conditions to Profitability |
General economic and business conditions may adversely affect a Trading Advisor’s activities. The level and volatility of interest rates, the prices of investments and the extent and timing of investor participation in the financial markets for both equities and interest-sensitive investments may affect the value of investments purchased by the Trust. Unexpected volatility or illiquidity in the markets in which the Trust, directly or indirectly, holds positions could impair the Trust’s ability to carry out its business or cause it to incur losses. Often the most unprofitable market conditions for the Trust are those in which prices “whipsaw”, that is, such prices move quickly upward (or downward), then reverse, then move upward (or downward) again, then reverse again. In such conditions, the Trading Advisors may establish positions based on incorrectly identifying both the brief upward or downward price movements as trends, whereas in fact no trends sufficient to generate profits develop.
| (5) | The Trust Incurs Substantial Charges |
The Trust must generate profits and interest income which exceed its fixed costs in order to avoid depletion of its assets. The Trust is subject to the substantial fees and expenses described herein regardless of its performance. In addition, the Trust pays incentive fees to each Trading Advisor based on such Trading Advisor’s performance and not on the performance of the Trust as a whole. Such fees and expenses include asset-based fees of up to 5.50% per annum for Class I Unitholders and up to 3.50% per annum for Class II Unitholders, which includes the Managing Owner’s Management Fee of 0.50%, the Trading Advisors’ weighted average Base Fee of 1.03% (although the actual Base Fee for a particular Trading Advisor may be lower or higher than 1.20% per annum and may be as much as 2.00% per annum), the Selling Agent’s Sales Commission of 1.00%, Organization and Offering Expenses of up to 0.50% and, in the case of Class I, the Service Fee of 2.00% (although the actual Service Fee may be higher or lower, and is currently estimated to be 2.83%). In addition, the Trust is indirectly subject to incentive fees generally equal to 20% of net profits on a cumulative high water mark basis although the actual incentive fee for a particular Trading Advisor may be lower or higher than 20% and may be as much as 30%. The Trading Advisors’ fees are based on a variety of factors, including the fees a Trading Advisor charges to other clients.
The Trust is also subject to brokerage fees and administrative expenses directly or indirectly. On the Trust’s forward trading, bid-ask spreads are incorporated into the pricing of the Trust’s forward contracts by its counterparties in addition to the brokerage fees paid by the Trust. It is not possible to quantify the bid-ask spreads paid by the Trust because the Trust cannot determine the profit its counterparty is making on the forward trades into which it enters. Consequently, the expenses of the Trust (including the higher Trading Advisor base fee and incentive fee) could, over time, result in significant losses to your investment therein. You may never achieve profits.
| (6) | There are Disadvantages to Making Trading Decisions Based on Technical Strategies |
The trading systems used by certain Trading Advisors are based in large part on trading strategies that seek to take into account certain “technical” factors in identifying price trends and price movements. The buy and sell signals generated by a technical trading system are not based on analysis of fundamental supply and demand factors, general economic factors, or anticipated world events but are derived from a study of actual daily, weekly, and monthly price fluctuations. The profitability of any technical trading strategy depends upon the occurrence in the future of major price moves or trends in some futures and other investments traded. A danger for trend-following traders is whip-saw markets, that is, markets in which a potential price trend may start to develop but reverses before an actual trend is realized. A pattern of false starts may generate repeated entry and exit signals in technical systems, resulting in unprofitable transactions. In the past there have been periods without discernible trends and presumably similar periods will occur in the future. Any factor that may lessen the prospect of major trends in the future (such as increased governmental control of, or participation in, the markets) may reduce the prospect that any trading strategy will be profitable in the future. Any factor that would make it more difficult to execute trades at the system’s signal prices, such as a significant lessening of liquidity in a particular market, also would be detrimental to profitability. The likelihood of the Units being profitable could be materially diminished during periods when events external to the markets themselves have an important impact on prices. During such periods, the Trading Advisors’ historic price analysis could establish positions on the wrong side of the price movements caused by such events.
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| (7) | Possible Disadvantages of Other Trend-Following Systems |
There has been a dramatic increase in recent years in both the use of trend-following strategies and the overall volume of trading and liquidity of the futures markets. This means increased trading competition among a larger number of market participants for transactions at favorable prices, which could operate to the detriment of the Trust by preventing the Trading Advisors from effecting transactions at the desired prices. It may become more difficult for the Trading Advisors to implement their trading strategies if other commodity trading advisors using technical systems are also attempting to initiate or liquidate commodity positions at the same time as the Trading Advisors.
| (8) | Discretionary Trading Strategies May Incur Substantial Losses |
Discretionary traders make decisions on the basis of their own judgment and “trading instinct,” not on the basis of trading signals generated by any program or model. In exercising such discretion, a Trading Advisor may take positions opposite to those recommended by the Trading Advisor’s trading system or signal. Discretionary decision making may also result in a Trading Advisor’s failing to capitalize on certain price trends or making unprofitable trades in a situation where another trader relying solely on a systematic approach might not have done so. Reliance on trading judgment may, over time, produce less consistent trading results than implementing a systematic approach.
Global, Red Oak and Ellington employ discretionary programs. The other Trading Advisors are not currently employing a discretionary strategy on behalf of the Trust, although each reserves the right to make discretionary decisions.
| (9) | Systematic Trading Strategies May Incur Substantial Losses |
A systematic trader will rely to some degree on judgmental decisions concerning, for example, what markets to follow and futures 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 futures contract. 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.
| (10) | There are Disadvantages to Making Trading Decisions Based Upon Fundamental Analysis |
Traders that utilize fundamental trading strategies attempt to examine factors external to the trading market that affect the supply and demand for 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. In addition, fundamental analysis assumes that commodity markets are inefficient—i.e., that commodity prices do not reflect all available information—which some market analysts dispute.
| (11) | An Investment in Units may not Diversify an Overall Portfolio |
Historically, managed futures have performed in a manner largely independent from the general equity and debt markets. However, if the Trust does not perform in a non-correlated manner with respect to the general financial markets or does not perform successfully, the Managing Owner cannot assure you that an investment in the Units will provide diversification benefits. An investment in the Units could increase, rather than reduce your overall portfolio losses during periods when the Trust and the equity and debt markets decline in value. There is no way of predicting whether the Trust will lose more or less than stocks and bonds in declining markets. You should therefore not consider the Units to be a hedge against losses in your core stock and bond portfolios. Past performance is not indicative of future results.
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| (12) | Broad Indices May Perform Quite Differently From Individual Investments |
The concepts of overall portfolio diversification and non-correlation of asset classes are generally discussed and illustrated by the use of a generally accepted index that represents each asset category. Stocks are represented by the S&P 500 Index and MSCI EAFE Index; bonds are represented by the Lehman Long-Term Government Bond Index; futures funds are represented by the Barclay CTA Index; and currencies are represented by the Barclay Currency Index. Because each index is a dollar-weighted average of the returns of multiple underlying investments, the overall index return and risk may be quite different from the return of any individual investment. For example, the Barclay CTA Index is an unweighted index that attempts to measure the performance of the commodity trading advisor industry. The Index measures the combined performance of all commodity trading advisors that have more than four years of past performance. For purposes of calculating the Index, the first four years of a commodity trading advisor’s performance history is ignored. Accordingly, such index reflects the volatility and risk of loss characteristics of a very broadly diversified universe of trading advisors and not of a single fund or trading advisor. Therefore, the performance of the Trust will be different than that of the Barclay CTA Index and the Barclay Currency Index.
| (13) | Effectiveness of Risk Reduction Techniques |
Trading Advisors may employ various risk reduction strategies designed to minimize the risk of their trading positions. A substantial risk remains, nonetheless, that such strategies will not always be possible to implement and, even when possible, will not always be effective in limiting losses. If a Trading Advisor analyzes market conditions incorrectly, or employs a risk reduction strategy that does not correlate well with a Trading Advisor’s investments, such risk reduction techniques could result in a loss, regardless of whether the intent was to reduce risk or increase return. These risk reduction techniques may also increase the volatility of the Trust and result in a loss if the counterparty to the transaction does not perform as promised.
Risks Related to Futures Trading
The Registrant may invest in forward contracts, futures contracts (including financial futures), swaps or other futures on both U.S. and foreign markets. Trading in such interests is a highly specialized investment activity entailing greater than ordinary investment risk.
| (14) | Volatility |
Futures and forward contracts have a high degree of price variability and are subject to occasional rapid and substantial changes. Price movements of futures and forward contracts are influenced by, among other things, changing supply and demand relationships, governmental, agricultural and trade programs and policies, and national and international political and economic events. Financial instrument and foreign currency futures prices are influenced by, among other things, interest rates, changes in balances of payments and trade, domestic and international rates of inflation, international trade restrictions, and currency devaluations and revaluations. Consequently, you could lose all or substantially all of your investment in the Trust.
| (15) | Margin |
Because the amount of margin funds necessary to be deposited with a futures clearing broker to enter into a futures, forward contract or option position is typically about 2% to 10% of the total value of the contract, an extremely high degree of leverage is obtainable in futures trading. In addition, certain of the Trading Advisors may trade using leverage through borrowing. As a result of margining, a relatively small price movement in a futures contract may result in immediate and substantial losses. Any purchase or sale of a futures or forward contract or option position may result in losses that substantially exceed the amount invested. Thus, like other highly leveraged investments, any purchase or sale of a futures contract may result in losses that substantially exceed the amount invested, although Unitholders will not be liable for losses that exceed their investment in the Trust.
| (16) | Your Investment could be Illiquid |
Certain futures exchanges limit fluctuations in futures contract prices during a single day by regulations referred to as “daily price fluctuation limits” or “daily limits.” During a single trading day no trades may be executed at prices beyond the daily limit. Once the price of a contract for a particular futures contract has increased or decreased by an amount equal to the daily limit, positions in the futures contract cannot be taken or liquidated unless both a buyer and seller are willing to effect trades at or within the limit. In the past, futures prices have moved the daily limit for several consecutive days with little or no trading. In addition, even if futures prices have not moved the daily limit, the Trading Advisors may not be able to execute futures trades at favorable prices if little trading in such contracts is taking place (a “thin” market). Similar occurrences, such as a market disruption or regulatory intervention in the futures markets, could prevent the Trading Advisors from promptly liquidating unfavorable positions and adversely affect operations and profitability. Also, there is not likely to be a secondary market for the Units.
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| (17) | Because the Trust Does Not Acquire Any Asset with Intrinsic Value, the Positive Performance of Your Investment Is Wholly Dependent Upon an Equal and Offsetting Loss |
Futures and forward trading is a risk transfer economic activity. For every gain there is an equal and offsetting loss rather than an opportunity to participate over time in general economic growth. Unlike most alternative investments, an investment in 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 the Trust trades unprofitably.
| (18) | Trading on non-U.S. Exchanges and Currency Exchange Rate Fluctuations |
Certain of the Trading Advisors are expected to engage in some or all of their trading on non-U.S. exchanges and other markets located outside of the United States (“Foreign Markets”). Trading in such Foreign Markets is not regulated by any United States governmental agency and may involve certain risks not applicable to trading on United States exchanges. There is no limit to the percentage of Trust assets that may be committed to trading on Foreign Markets. Neither CFTC regulations nor regulations of any other U.S. governmental agency apply to the actual execution of transactions on Foreign Markets. Some Foreign Markets, in contrast to domestic exchanges, are “principals’ markets” in which performance is the responsibility only of the individual member with whom the trader has entered into a futures transaction and not of the exchange or clearing corporation. Due to the absence of a clearing house system on certain Foreign Markets, such markets are significantly more susceptible to disruptions than are U.S. exchanges and, therefore, trading thereon potentially is subject to greater risks than trading in the United States. In the case of trading on non-U.S. exchanges, the Trust will be subject to the risk of the bankruptcy or other inability of, or refusal by, such member or the counterparty to perform with respect to such transactions. Any such failure could subject the Trust to substantial losses or substantial reductions of the profits they might otherwise have realized. The Trust also may not have the same access to certain trades as do various other participants in non-U.S. markets. Unitholders could incur substantial losses from trading in Foreign Markets by the Trust to which such Unitholders would not have been subject had the Trading Advisors limited their trading to U.S. markets.
| (19) | Unitholders could incur substantial losses from trading in Foreign Markets by the Trust to which such Unitholders would not have been subject had the Trading Advisors limited their trading to U.S. markets |
Furthermore, because the Trust will make Net Asset Value determinations in U.S. dollars, with respect to trading on Foreign Markets the Trust will be subject to the risk of fluctuation in the exchange rate between the local currency and dollars and to the possibility of exchange controls. Unless the Trust hedges itself against fluctuations in exchange rates between the U.S. dollar and the currencies in which trading is done on such Foreign Markets, any profits which the Trust might realize in such trading could be eliminated as a result of adverse changes in exchange rates and the Trust could even incur losses as a result of any such changes.
Although the CFTC is prohibited by statute from promulgating rules which govern in any respect any rule, contract term, or action of any foreign futures exchange, the CFTC has adopted regulations to regulate the sale of foreign futures contracts and foreign options within the United States. These regulations may restrict the Trust’s access to Foreign Markets by limiting the activities of certain participants in such markets with whom the Trust could otherwise have traded.
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On an annual basis, each of the below programs traded approximately the following percentage of assets on foreign exchanges:
| Trading Advisor/ Program |
Approximate Percentage/ Range |
|
CTA Choice BEAM: BEAM Multi-Strategy Program |
50% |
|
CTA Choice EGLG: Eagle Global Program |
30-50% |
|
CTA Choice ELL: Ellington Global Macro Trading Program |
20% |
|
CTA Choice FRT: Fort Global Diversified Program |
30-40% |
|
CTA Choice GLAGS: Global Ag Discretionary Program |
0% |
|
CTA Choice HKSB: Hawksbill Global Diversified Program |
25% |
|
CTA Choice ORT: Ortus Currency Program |
0% |
|
CTA Choice RDOK: Red Oak Fundamental Trading Program |
5-35% |
|
CTA Choice SAXN: Saxon Aggressive Diversified Program |
30% |
The above ranges are only approximations with respect to each Program. Actual percentages may be either lesser or greater than above-listed. Past performance is not necessarily indicative of future results.
| (20) | Failure or Lack of Segregation of Assets May Increase Losses |
The Trust is subject to the risk of insolvency of an exchange, clearing house, commodity broker, and counterparties with whom the Trading Advisors trade. The Trust’s assets could be lost or impounded in such an insolvency during lengthy bankruptcy proceedings. Were a substantial portion of the Trust’s capital tied up in a bankruptcy, the Managing Owner might suspend or limit trading, perhaps causing the Trust to miss significant profit opportunities. The Trust is subject to the risk of the inability or refusal to perform on the part of the counterparties with whom contracts are traded.
The CEA requires a futures commission merchant (“FCM”) or clearing broker, to segregate all funds received from customers from such broker’s proprietary assets. If the clearing brokers fail to do so, the assets of the Trust might not be fully protected in the event of their bankruptcy. Furthermore, in the event of a clearing broker’s bankruptcy, the Trust could be limited to recovering only a pro rata share of all available funds segregated on behalf of such clearing broker’s combined customer accounts, even though certain property specifically traceable to the Trust (for example, Treasury bills deposited by the Trust with the clearing broker as margin) was held by such clearing broker. The clearing brokers have been the subject of certain regulatory and private causes of action.
In the event of an FCM’s, bankruptcy, the Trust may recover a pro-rata share or none of its assets.
With respect to transactions the Trust enters into that are not traded on an exchange, there are no daily settlements of variations in value and there is no requirement to segregate funds held with respect to such accounts. Thus, the funds the Trust invests in such transactions may not have the same protections as funds used as margin or to guarantee exchange-traded futures and options contracts. If the counterparty becomes insolvent and the Trust has a claim for amounts deposited or profits earned on transactions with the counterparty, the Trust’s claim may not receive a priority. Without a priority, the Trust is a general creditor and its claim will be paid, along with the claims of other general creditors, from any monies still available after priority claims are paid. Even funds of the Trust that the counterparty keeps separate from its own operating funds may not be safe from the claims of other general and priority creditors. There are no limitations on the amount of allocated assets a portfolio manager can trade on foreign exchanges or in forward contracts.
| (21) | New Futures Contracts |
Only those futures designated by the CFTC may be traded on U.S. futures exchanges. Periodically, additional futures contracts may be designated as approved futures contracts by the CFTC or other foreign regulatory authorities. The Trading Advisors may determine that it is appropriate to trade in such new futures contracts on behalf of the Trust. Because such futures contracts will be new, there can be no assurance that the trading strategies of the Trading Advisors will be applicable to any new futures contracts in which such Trading Advisors choose to trade. The markets in new futures contracts, moreover, have been historically both illiquid and highly volatile for some period of time after the contract begins trading. This presents both significant profit potential and a corresponding high risk potential.
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| (22) | Exchanges for Physicals |
The Trading Advisors may engage in exchanges for physicals. The CFTC and certain exchanges have from time to time examined the propriety of transactions involving exchanges for physicals. If a Trading Advisor engaging in exchanges of futures for physicals was prevented from such trading as a result of regulatory changes, the performance of client accounts of such Trading Advisor, including the Trust, could be adversely affected.
Risks Related to Trading Forward Contracts, Foreign Exchange Contracts, Options and Derivatives
| (23) | Foreign Exchange Currency Trading is Not Subject to CFTC Regulation |
Certain Trading Advisors will trade their programs by entering into spot and forward transactions involving currencies with United States and foreign banks (referred to as the “interbank market”) and currency dealers. Certain other Trading Advisors may enter into such transactions for hedging purposes. As with the risks involved in forward contracts (see above), trading in spot and forward foreign exchange transactions is not regulated by the CFTC and such contracts are not traded on or guaranteed by an exchange or its clearing house.
Certain other Trading Advisors may trade foreign exchange through futures or exchange for physicals. Such transactions are regulated by the CFTC and are traded on and guaranteed by an exchange.
| (24) | Options Trading |
Certain of the Trading Advisors’ trading will include the trading of options contracts, including the trading of options on futures contracts, physical commodities and securities (“Underlying Interests”). Such options trading may take place on U.S. and foreign exchanges. Although successful options trading requires many of the same skills as successful futures trading, the risks involved are somewhat different. For example, the assessment of near-term market volatility—which is directly reflected in the price of outstanding options—can be of much greater significance in trading options than it is in many long-term futures strategies. If market volatility is incorrectly predicted, the use of options can be extremely expensive.
Certain Trading Advisors may trade options on futures. Options on futures contract gains and losses are marked-to-market daily for purposes of determining margin requirements. Option positions will require additional margin if the market moves against the position. Due to these differences in margin treatment between futures and options, there may be periods in which positions on both sides must be closed down prematurely due to short-term cash flow needs. If this occurs during an adverse move in a spread or straddle relationship, then a substantial loss could occur.
The ability to trade or exercise options may be restricted in the event that trading in the underlying investment becomes restricted. Options trading on U.S. futures exchanges is subject to regulation by both the CFTC and such exchanges. Options trading on foreign exchanges is not regulated by the CFTC.
| (25) | Swaps |
Swaps are not traded on exchanges and are not subject to the same type of government regulation as exchange markets. As a result, many of the protections afforded to participants on organized exchanges and in a regulated environment are not available in connection with these transactions.
The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) will affect the manner in which OTC swap transactions are traded and the credit risk associated with such trading. Any changes will likely impact the way swaps are traded and could impact the trading strategy of the Trust, as well as make it more expensive to trade swaps.
There are no limitations on daily price movements in swaps. Speculative position limits are not applicable to swaps, although the counterparties to swaps may limit the size or duration of positions as a consequence of credit considerations. Participants in the swap markets are not required to make continuous markets in the swaps they trade. Participants could refuse to quote prices for swaps or quote prices with an unusually wide spread between the price at which they are prepared to buy and the price at which they are prepared to sell. In the case of any swap that references a fund or program managed by a Trading Advisor, certain or all of the risks disclosed in this report in relation to the Trading Advisors also may apply, indirectly, to the Trust’s investment in such swap.
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| (26) | Derivative Instruments in General |
The Trading Advisors may use various derivative instruments, including futures, options, forward contracts, swaps (including asset swaps, total return swaps and credit default swaps) and other derivatives (including credit derivatives and synthetic securities) that may be volatile and speculative. Certain positions may be subject to wide and sudden fluctuations in market-value, with a resulting fluctuation in the amount of profits and losses. Use of derivative instruments presents various risks, including the following:
(i) Tracking — When used for hedging purposes, an imperfect or variable degree of correlation between price movements of the derivative instrument and the underlying investment sought to be hedged may prevent the Trading Advisor from achieving the intended hedging effect or expose the Trust to the risk of loss.
(ii) Liquidity — Derivative instruments, especially when traded in large amounts, may not be liquid in all circumstances, so that in volatile markets the Trading Advisor may not be able to close out a position without incurring a loss.
(iii) Leverage — Trading in derivative instruments can result in large amounts of leverage. Thus, the leverage offered by trading in derivative instruments may magnify the gains and losses experienced by the Trust and could cause its Net Asset Value to be subject to wider fluctuations than would be the case if the Trading Advisor did not use the leverage feature in derivative instruments.
There is no guarantee that the counterparty to a derivatives transaction will perform, or that it has accurately represented its creditworthiness. Trading in derivatives may subject the Trust to additional legal risks, operations risks and valuation risks.
| (27) | Over-the-Counter Trading |
A portion of the Trust’s assets may be used to trade OTC derivative contracts, such as forward contracts, option contracts, or swaps, or spot contracts. OTC contracts are typically traded on a principal-to-principal basis through dealer markets that are dominated by major money center and investment banks and other institutions and are essentially unregulated by the CFTC. You therefore do not receive the protection of CFTC regulation or the statutory scheme of the Commodity Exchange Act in connection with this trading activity. The markets for OTC contracts rely upon the integrity of market participants in lieu of the additional regulation imposed by the CFTC on participants in the futures markets. The lack of regulation in these markets could expose the Trust in certain circumstances to significant losses in the event of trading abuses or financial failure by participants.
The Trust also faces the risk of non-performance by the counterparties to the OTC 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 Trust could suffer significant losses on these contracts.
The Dodd-Frank Act will affect the manner in which OTC swap transactions are traded and the credit risk associated with such trading. Depending upon actions taken by regulatory authorities, these changes may also affect the manner of trading of OTC foreign currency transactions.
The percentage of the Trust’s positions that are expected to constitute forward currency contracts can vary substantially from month to month.
Each of the programs trade approximately the following percentages in the OTC trading:
| 16 |
| Investee Pool/ Program |
Percentage/ Range |
|
CTA Choice BEAM: BEAM Multi-Strategy Program |
0% |
|
CTA Choice EGLG: Eagle Global Program |
<10% |
|
CTA Choice ELL: Ellington Global Macro Trading Program |
<10% |
|
CTA Choice FRT: Fort Global Diversified Program |
10% |
|
CTA Choice GLAGS: Global Discretionary Program |
0% |
|
CTA Choice HKSB: Hawksbill Global Diversified Program |
1% |
|
CTA Choice ORT: Ortus Currency Program |
100% |
|
CTA Choice RDOK: Red Oak Fundamental Trading Program |
0% |
|
CTA Choice SAXN: Saxon Aggressive Diversified Program |
5% |
| (28) | Possible Illiquid Markets May Exacerbate Losses |
Futures and forward positions cannot always be liquidated at the desired price. It is difficult to execute a trade at a specific price when there is a relatively small volume of buy and sell orders in a market. A market disruption, such as when foreign governments may take or be subject to political actions which disrupt the markets in their currency or major exports, can also make it difficult to liquidate a position. Periods of illiquidity 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 the Trust. The large size of the positions which a Trading Advisor is expected to acquire for 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.
The risk of loss due to potentially illiquid markets is more acute in respect of OTC instruments than in respect of exchange-traded instruments because the performance of those contracts is not guaranteed by an exchange or clearing house and the Trust will be at risk to the ability of the counterparty to the instrument to perform its obligations thereunder. Because these markets are not regulated, there are no specific standards or regulatory supervision of trade pricing and other trading activities that occur in those markets.
| (29) | Possible Default and Counterparty Risk |
Certain of the markets in which the CTA Funds will effect transactions are OTC or “interdealer” markets. Foreign exchange transactions, forward contracts, swaps, derivative or synthetic instruments or other OTC transactions are not regulated by the CEA and dealers are not obligated to segregate customer assets. As a result, Unitholders do not have such basic protections with respect to the trading in such OTC investments by the Trust. This lack of regulation in these markets could expose the Trust in certain circumstances to significant losses in the event of trading abuses or financial failure by the counterparties.
Such OTC trading may expose the Trust to credit risk with regard to parties with which it trades and the risk of settlement default. Unlike exchange-traded transactions that generally are backed by clearing organization guarantees, daily marking-to-market and settlement, and segregation and minimum capital requirements applicable to intermediaries, the participants in OTC transaction are typically not subject to credit evaluation and regulatory oversight as are members of “exchange based” markets. This exposes the Trust to the risk that a counterparty will not settle a transaction in accordance with its terms and conditions because of a dispute over the terms of the contract (whether or not bona fide) or because of a credit or liquidity problem, thus causing the Trust to suffer a loss. In addition, in the case of a default of a counterparty, the Trust could become subject to adverse market movements while replacement transactions are executed. Such “counterparty risk” is accentuated for contracts with longer maturities where events may intervene to prevent settlement, or where the Trust has concentrated its transactions with a single or small group of counterparties. The Trust may not have an internal credit function that evaluates the creditworthiness of their counterparties. The ability of the Trust to transact business with any one or number of counterparties, the lack of any meaningful and independent evaluation of such counterparties’ financial capabilities and the absence of a regulated market to facilitate settlement may increase the potential for losses by the Trust.
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Other Investment-Related Risks
| (30) | Investment of Non-Margin Assets May Increase Risks to the Trust |
The Managing Owner may invest certain non-margin assets (directly or indirectly through investment funds) in certain securities permitted by applicable rules and regulations. While such investments may increase interest income, and although the types of securities that may be invested in are limited by CFTC regulations, investment in such securities may be riskier than having 100% of the proceeds of the offering of the Units deposited in cash in segregated accounts in the name of the Trust at the clearing brokers or another eligible financial institution. The returns on the investment of non-margin assets may be lower than anticipated, which would cause the cost of investment in the Units to increase.
| (31) | Increased Costs of Frequent Trading |
Each Trading Advisor will make certain trading decisions on the basis of short-term market considerations. The portfolio turnover rate may be substantial at times, either due to such decisions or to market conditions and result in one or more series incurring substantial brokerage commissions and other transaction fees and expenses. Therefore, portfolio turnover and brokerage commission expenses may significantly exceed those of other investment entities of comparable size, and affect the Trust’s earnings.
| (32) | Suspensions of Trading |
The futures, options on futures and security futures markets are subject to comprehensive statutes, regulations and margin requirements. With respect to traditional futures exchanges, the CFTC and the exchanges are authorized to take extraordinary actions in the event of a market emergency, including, for example, the retroactive implementation of speculative position limits or higher margin requirements, the establishment of daily limits and the suspension of trading. The regulation of commodity interest transactions in the United States is a rapidly changing area of law and is subject to ongoing modification by governmental and judicial action. In addition, various national governments have expressed concern regarding the disruptive effects of speculative trading in the currency markets and the need to regulate the derivatives markets in general. The effect of any future regulatory change is impossible to predict, but could be substantial and adverse. Also, exchanges typically have the right to suspend or limit trading in any instrument traded on the exchange. Any suspension could render it impossible to liquidate positions and thereby expose the Trust to losses.
| (33) | Currency and Exchange Rate Risks |
Since certain of the Trading Advisors may invest in investments denominated or quoted in currencies other than the U.S. Dollar, changes in currency exchange rates may affect the value of the Trust’s investments and the unrealized appreciation or depreciation of such investments. Among the factors that may affect currency value are trade balances, the level of short-term interest rates, differences in relative values of similar assets in different currencies, long-term opportunities for investment and capital appreciation and political developments. A Trading Advisor may seek to protect the value of some portion or all of its portfolio holdings in the Trust against currency risks by engaging in hedging transactions, if available, cost-effective and practicable. The Trust may enter into forward contracts on currencies, enter into swaps, purchase put and call options on currencies, or engage in any combination of the foregoing. There is no certainty that such strategies will be effective. Moreover, there is no certainty that instruments suitable for hedging currency shifts will be available at the time when the Trust wishes to use them or that, even if available, the Trust will elect to utilize a hedging strategy.
Since OTC instruments are not guaranteed by an exchange or clearing house, a default on such an instrument would deprive a Trading Advisor of unrealized profits or force a Trading Advisor to cover its commitments for purchase or resale, if any, at the current market price. Lastly, the Trust is not responsible for the effects that fluctuations in the value of currencies other than the dollar may have on subscription amounts to the Trust or redemption proceeds paid to a Unitholder that has requested the redemption of part or all of his, her or its Unit in the Trust.
| (34) | Valuation of Investments |
While pricing information is generally available for investments in which the Trust may invest, there is currently no centralized source for pricing information for certain non-exchanged-traded investments and reliable pricing information may not be available from any source at times. Prices quoted by different sources are subject to material variation. For purposes of calculating the Trust’s net capital appreciation and net capital depreciation and valuing investments, valuations of investments for which pricing information cannot be obtained will be made by the Trust’s administrator based upon such information as is available, including the advice of a Trading Advisor.
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| (35) | Strategy-Specific Risks |
One or more of the Trading Advisors may from time to time cause the Trust to hold a few, relatively large positions in relation to its assets. Consequently, a loss in any such position could result in a proportionately greater loss to the Trust than if the Trust’s assets had been spread among a wider number of instruments. Strategy risk may arise in the event of the failure or deterioration of an entire strategy such that one or more Trading Advisors employing that strategy suffer significant losses. Losses may arise if Trading Advisors are unable to hedge such risks or respond to market conditions in a timely manner.
| (36) | Trading Facilities and Electronic Trading |
Most open-outcry and electronic trading facilities are supported by computer-based component systems for the order-routing, execution, matching, registration and clearing of trades. As with all facilities and systems, they are vulnerable to disruption or failure. The Trust’s ability to recover losses may be subject to limits on liability imposed by the system provider, the market, the clearing house and/or Unitholder firms.
Trading on an electronic system may differ not only from trading in an open-outcry market but also from trading on other electronic systems. If a Trading Advisor undertakes transactions on an electronic trading system on behalf of the Trust, the Trust will be exposed to risks associated with the system including the failure of hardware and software. The result of any system failure may be that the Trading Advisor’s order is either not executed according to its instructions or it is not executed at all.
| (37) | 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. Trading Advisors may, from time to time, take opposite positions, eliminating any possibility that a Unitholder may profit 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, 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. The Trust’s multi-advisor structure will not necessarily control the risk of speculative futures or forward trading. Multi-advisor funds may have significant volatility and risk despite being relatively diversified among trading advisors.
| (38) | Deleveraging of the Financial Markets |
One of the primary consequences of the market disruptions of 2008 and 2009 has been the forced deleveraging of numerous financial instruments, including private investment funds, in a process which is ongoing. Not only are substantial losses being incurred in the deleveraging process, but also the available opportunities in the markets in which Trading Advisors trade may be reduced on a long-term basis as a result.
| (39) | Assets Held in Accounts At U.S. Banks May Not be Fully Insured |
The assets of the Trust that are deposited with commodity brokers or their affiliates may be placed in deposit accounts at U.S. banks. The Federal Deposit Insurance Corporation (“FDIC”) insures deposits held at insured depository institutions for up to $250,000 (including principal and accrued interest) for each insurable capacity (e.g., individual accounts, joint accounts, corporate accounts, etc.), though deposits in separate branches of an insured institution are not separately insured. If the FDIC were to become receiver of U.S. bank holding deposit accounts that were established by a commodity broker or one of its affiliates, then it is uncertain whether the commodity broker, the affiliate involved, the Trust, or the Unitholder would be able to reclaim cash in the deposit accounts above $250,000.
| (40) | Repurchase and Reverse Repurchase Agreements |
The Trading Advisors may engage in repurchase and reverse repurchase agreements. In the case of default by the transferee of a security in a reverse repurchase agreement, the transferor runs the risk that the transferee may not deliver the security when required. In the event of the bankruptcy or other default of a transferor of a security in a repurchase agreement, the transferee could experience both delays in liquidating the underlying security and losses, including: (a) a possible decline in the value of the collateral during the period while the transferee seeks to enforce its rights thereto; (b) possible subnormal levels of income and lack of access to income during this period; and (c) expenses of enforcing its rights.
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Risks Related to the Managing Owner and the Trading Advisors
| (41) | Managing Owner |
The Managing Owner has complete discretion in allocating the Trust’s assets to Trading Advisors. The Trust’s success depends on the Managing Owner’s ability and the ability of its Investment Committee, to select Trading Advisors and allocate assets. If the Trust lost the services of the Managing Owner or both of their principals, it might have to be terminated by way of compulsory redemption of all issued and outstanding Units in the Trust.
In addition, the Managing Owner and its principals and employees will devote such time as they deem necessary for the efficient investment activities of the Trust. However, the Managing Owner and its principals and employees will be involved, from time to time, with other investment management activities and will not devote all of their time specifically to the Trust’s business.
| (42) | Reliance on the Trading Advisors |
To the exclusion of the Unitholders and the Managing Owner, each Trading Advisor is responsible for making all futures, forwards, and options trading decisions on behalf of the assets allocated to it by the Trust. The Managing Owner has no control over the specific trades the Trading Advisors may make, leverage used, risks or concentrations assumed or whether the Trading Advisors will act in accordance with the disclosure documents or descriptive materials furnished by them to the Managing Owner. The Managing Owner can provide no assurance that the trading programs employed by the Trading Advisors will be successful. Therefore, as an investor in the Trust, Unitholders will be relying almost exclusively on the judgment and ability of the Trading Advisors to invest the Trust’s assets.
| (43) | Limited Knowledge about Trading Advisors |
Although the Managing Owner will investigate, or causes the investigation of, the Trading Advisors with which the Trust will invest, in general, due to the confidential and/or proprietary nature of most of the information, the Managing Owner is relying on each Trading Advisor for the accuracy thereof. Accordingly, neither the Trust nor the Managing Owner can make any representation regarding the completeness, accuracy or adequacy of such information. Additionally, because of the proprietary nature of each Trading Advisor’s trading program, you generally will not be advised if adjustments are made to a trading program in order to accommodate additional assets under management or for any other reason.
| (44) | Trading Advisors’ Businesses Dependent on Key Individuals |
Trading decisions made by each Trading Advisor may be based on the judgment of one or a limited number of key individuals (each, a “Key Man”). If any Key Man were to die or become incapacitated or otherwise terminate his relationship with a Trading Advisor, such event could have a material adverse effect on the Trust and its performance.
| (45) | New Trading Advisors |
The Managing Owner may terminate, substitute or retain Trading Advisors on behalf of the Trust in its sole discretion. The addition of a new Trading Advisor and/or the removal of one of the current Trading Advisors may cause disruptions in trading as assets are reallocated and new Trading Advisors transition over, which may have an adverse effect on the Net Asset Value of the Trust. The Managing Owner will actively manage the Trust’s investment portfolio, which may result in frequently changing either the composition of the portfolio or the allocation of the Trust’s assets among the Trading Advisors comprising the Trust’s investments. A Trading Advisor generally is required to recoup previous trading losses before it can earn performance-based compensation. However, the Managing Owner may elect to replace a Trading Advisor that has a “loss carryforward.” In that case, the Trust would lose the “free ride” of any potential recoupment of the prior losses of such Trading Advisor. In addition, the new Trading Advisor would earn performance-based compensation on the first dollars of investment profits.
It is also possible that (i) the advisory agreement with any Trading Advisor, once it expires, will not be renewed on the same terms as the current advisory agreement for that Trading Advisor, (ii) if assets of the Trust allocated to a particular Trading Advisor are reallocated to a new or different Trading Advisor, the new or different Trading Advisor will not manage the assets on terms as favorable to the Trust as those negotiated with the previous Trading Advisor, (iii) the addition of a new Trading Advisor and/or the removal of one of the current Trading Advisors may cause disruptions in trading as assets are reallocated or (iv) the services of a replacement Trading Advisor may not be available. There is severe competition for the services of qualified Trading Advisors, and the Managing Owner may not be able to retain replacement or additional Trading Advisors on acceptable terms. The effect of the replacement of or the reallocation of assets away from a Trading Advisor therefore, could be significant.
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| (46) | Trading Advisor Restrictions |
There are a number of Trading Advisors whose services are not generally available to the investing public. These Trading Advisors generally place stringent restrictions on the number of persons whose money they will manage. As a result, certain Trading Advisors to which the Managing Owner would like to allocate Trust assets may limit, or not be able to accept any, allocation of Trust assets. This could adversely affect the Trust’s investment strategy and, consequently, its returns.
Moreover, there may be times when the Trust will allocate assets with respect to a particular Trading Advisor in a different manner than another fund or account managed by the Managing Owner or its affiliates. For instance, to satisfy redemption requests, the Managing Owner may withdraw Trust assets from one Trading Advisor while a fund operated by an affiliate of the Managing Owner may be allocating additional assets to that same Trading Advisor. Consequently, the Trust could incur losses or lose out on certain gains from which other affiliated funds or accounts may benefit.
In addition, Trading Advisors may have restrictions in their governing documents (e.g., articles of association or partnership agreements) that limit the Trust’s ability to withdraw funds from or invest with the relevant Trading Advisor, other than at specified times such as the end of the year. The Managing Owner’s ability to withdraw funds from or invest funds with a particular Trading Advisor with such restrictions will be limited and such restrictions will limit the Managing Owner’s flexibility to reallocate such assets among Trading Advisors.
| (47) | Trust Trading is Not Transparent |
The trading decisions in respect of the Trust are made by one or more 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 the Trust’s trading results are reported to the Unitholders monthly. Accordingly, an investment in the Trust does not offer you the same transparency, i.e., an ability to review all investment positions daily, that a personal trading account offers. The Managing Owner may (but is under no obligation to) provide estimated daily or weekly values to Unitholders.
| (48) | Incentive Fee Agreements with Trading Advisors |
The Managing Owner pays each Trading Advisor incentive fees based on the trading profits earned by it for the assets of the Trust that such Trading Advisor manages, including unrealized appreciation on open positions. Accordingly, it is possible that the Managing Owner will pay an incentive fee on trading profits that do not become realized. Also, because the Trading Advisors are compensated based on the trading profits earned, each of the Trading Advisors has a financial incentive to make investments that are riskier than might be made if the Trust’s assets were managed by a Trading Advisor that did not receive performance-based compensation. Also, such incentive or performance based payments may be paid to Trading Advisors who show net profits, even though the Trust, as a whole, incurs a net loss.
| (49) | Possible Adverse Effects of Increasing the Assets Managed by the Trading Advisors |
We believe that none of the Trading Advisors intend to limit the amount of additional equity that they may manage, and each will continue to seek major new accounts. However, the rates of returns achieved by a Trading Advisor often diminish as the assets under its management increase. This can occur for many reasons, including the inability of the Trading Advisor to execute larger position sizes at desired prices and because of the need to adjust the Trading Advisor’s trading program to avoid exceeding speculative position limits. These limits are established by the CFTC and the exchanges on the number of speculative futures and options contracts in a commodity that one trader may own or control. Furthermore, if the Trading Advisors for the Trust cannot manage any additional allocation from the Trust, the Managing Owner may add additional Trading Advisors for the Trust who may have less experience or less favorable performance than the existing Trading Advisors.
| (50) | Each Trading Advisor Advises Other Clients and may Achieve More Favorable Results for its Other Accounts |
Each of the Trading Advisors currently manages other trading accounts, and each will remain free to manage additional accounts, including its own accounts, in the future. A Trading Advisor may vary the trading strategies applicable to the Trust from those used for its other managed accounts, or its other managed accounts may impose a different cost structure than that of the Trust. Consequently, the results any Trading Advisor achieves for the Trust may not be similar to those achieved for other accounts managed by the Trading Advisor or its affiliates at the same time. Moreover, it is possible that those other accounts managed by the Trading Advisor or its affiliates may compete with the Trust for the same or similar positions in the commodity interest markets and that those other accounts may make trades at better prices than the Trust.
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A Trading Advisor may also have a financial incentive to favor other accounts because the compensation received from those other accounts exceeds, or may in the future exceed, the compensation that it receives from managing the account of the Trust. Because records with respect to other accounts are not accessible to Unitholders, Unitholders will not be able to determine if any Trading Advisor is favoring other accounts.
| (51) | Risks of Investing in CTA Funds |
The Trust and CTA Choice, as independent legal entities, are subject to lawsuits or proceedings by government entities or private parties. Expenses or liabilities of the Trust or CTA Fund arising from any such suit would be borne by the Trust or such CTA Fund. The operating agreement of CTA Choice, the advisory agreements with the Trading Advisors, and the various service provider agreements provide for indemnification of ClariTy, the Trading Advisors, and the service providers out of the assets of the applicable CTA Fund. In the event that any indemnification is provided pursuant to any of these agreements, the assets of the relevant CTA Fund could be reduced or depleted and, consequently, investors in the CTA Fund (such as the Trust) could be adversely affected. Although the Managing Owner attempts to monitor the performance of each CTA Fund, the Trust must ultimately rely on (a) the Trading Advisor to operate in accordance with the investment strategy or the guidelines laid out in the CTA Fund documents; and (b) the accuracy of the information provided to the Trust by the CTA Fund. If the Trading Advisor to a CTA Fund does not operate in accordance with the investment strategy or guidelines specified for such CTA Fund, or if the information furnished by a CTA Fund is not accurate, the Trust might sustain losses with respect to its investment with such CTA Fund despite the Managing Owner’s attempts to monitor CTA Fund.
| (52) | Multiple Series |
Pursuant to the Delaware Limited Liability Company Act, as amended (the “DLLC Act”), CTA Choice is divided into separate series. The DLLC Act provides that, if certain requirements of the DLLC Act are satisfied, the debts, liabilities and obligations relating to a particular series are enforceable only against the assets of that series and not against the assets of the limited liability company generally or the assets of any other series. Although the provisions of the DLLC Act providing for the ability to establish designated series were enacted in 1996, there is a dearth of case law interpreting those provisions. Further, CTA Choice may operate or have assets held on its behalf or be subject to claims in other jurisdictions which may not necessarily recognize the legal segregation of the CTA Funds. Finally, other contractual arrangements entered into by CTA Choice or by a CTA Fund may have the effect of defeating the segregation protections of the DLLC Act. Accordingly, the degree of separation that any CTA Fund enjoys from the debts, liabilities and obligations of other CTA Funds is not certain. CTA Choice intends that the assets of each CTA Fund will be structured to comply with the DLLC Act and that CTA Choice will be operated with the assets of each CTA Fund segregated on the books and records of CTA Choice so that the assets of one CTA Fund are not subject to the liabilities of any other CTA Fund; however, there is no assurance that this structure and operation will be respected in all circumstances and in all jurisdictions.
| (53) | No Control over CTA Funds |
The Managing Owner will have no control over the investments made by a CTA Fund and the investments they trade (including determining the creditworthiness of counterparties with which, and the exchanges on which, such CTA Fund trades) or the leverage utilized or the risks assumed by such CTA Fund. In addition, a CTA Fund may impose certain limitations on the Trust’s ability to redeem its investment with such CTA Fund. This in turn may adversely affect the ability of the Trust to pay redemptions, and may require the Trust to temporarily suspend redemptions. Additionally, the Trading Advisor for each CTA Fund will make the commodity trading decisions for that CTA Fund. Therefore, the success of each CTA Fund largely depends on the judgment and ability of the Trading Advisors. A Trading Advisor’s trading for any CTA Fund may not prove successful under all or any market conditions. If a Trading Advisor’s trading is unsuccessful, the applicable CTA Fund may incur losses.
It may be difficult, if not impossible, for the Managing Owner to protect the Trust from the risk of a Trading Advisor’s fraud, misrepresentation or material strategy alteration. In addition, the Managing Owner will have no control over the counterparties with which a CTA Fund effects transactions.
| (54) | Lack of Liquidity of CTA Fund Assets |
CTA Fund assets may, from time to time, consist of securities or other financial instruments or obligations which are thinly traded or for which no market exists or which are restricted as to their transferability under federal or state securities laws. The sale of any such investments may be possible only at substantial discounts. Further, such investments may be extremely difficult to value with any degree of certainty.
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Risks Related to the Registrant’s Structure
| (55) | Limited Liquidity and Transferability of Units |
An investment in the Trust involves limited liquidity and the Units are not freely transferable. There is no secondary market for the Units and none is expected to develop. While the Units may be redeemed, there are restrictions, and fees may be assessed. For example, Units may be redeemed only as of the each Valuation Day provided a Request for Redemption is received at least five business days prior to the end of such month excluding the last business day of the month.
| (56) | Limited Ability to Liquidate Investments in CTA Funds |
There is no public market for an investment in a CTA Fund made by the Trust. Such investments cannot be transferred, assigned, pledged or encumbered except on the terms and conditions set forth in the organizational documents of the CTA Fund. Although the Trust has the right to redeem such interests as provided in the CTA Choice organizational documents, such rights are restricted as provided therein.
| (57) | Compulsory Redemption |
The Managing Owner, in its sole discretion, upon 48 hours’ prior written notice to a Unitholder, may compel redemption of any or all of a Unitholder’s Units for any reason.
| (58) | Determination of Net Profit and Loss |
In order to determine net profits and losses, the investment positions and other assets held by the Trust must be valued. In valuing the Trust’s assets, SS&C GlobeOp will receive input from third parties (including pricing services, data providers, Brokers, and ClariTy) and generally will rely on such information in determining valuations. The Managing Owner will review all valuations and calculations with SS&C GlobeOp in accordance with the Trust’s valuation policies and procedures. Should these valuations prove to be incorrect, the Trust may experience losses.
| (59) | Adjustments |
The Trust will permit redemptions to be made and subscriptions to be accepted at times other than at the end of a Fiscal Year. At any such time, an interim closing effectively will occur on the basis of unaudited financial statements. Because there may be a greater risk of error when unaudited financial statements are used, Unitholders may be adversely affected by errors, if any, in such unaudited financial statements. The Managing Owner is authorized to make an adjustment in the determination of net profit or net loss if the Managing Owner, in good faith, considers such adjustment to be necessary and equitable to correct material errors in unaudited financial information. However, the Managing Owner may not be aware of an error before a Unitholder redeems its Unit, and there may be other limitations on the Managing Owner’s ability to make any adjustment.
| (60) | Reserve for Contingent Liabilities |
Under certain circumstances, the Trust may find it necessary to set up a reserve for contingent liabilities. If that occurs, this may be taken into account in the calculation of Net Asset Value, and the Trust may withhold a certain portion of your redemption amount. Similar provisions may be contained in the governing instruments for Trading Advisors. This could occur, for example, (i) if some of the positions of the Trust were illiquid, (ii) if there are any assets which cannot be properly valued on the redemption date, or (iii) if there is any pending transaction or claim by or against the Trust or the Trading Advisor involving or which may affect your book capital account or your obligations.
| (61) | 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, Unitholders will be dependent on the good faith of the respective parties subject to such conflicts to resolve them equitably.
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The Trust may be subject to certain conflicts with respect to its clearing brokers, its futures brokers, 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 holding Units, 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. The Managing Owner, ClariTy and the Trust’s service providers each have several actual and potential conflicts of interest relating to their respective duties to the Trust.
| (62) | Cross Class Liabilities |
The Classes issued within the Trust are not separate legal entities. Each separate Class of Units will represent a separate account and will be maintained with separate accounting records. However, the Trust will be treated as one entity. Thus all of the assets of the Trust will be available to meet all of the liabilities of the Trust, regardless of the separate Class of Units to which such assets or liabilities are attributable. If the assets attributable to one Class of Units of the Trust were completely depleted by trading losses and a trading deficit remained, a creditor could enforce a claim against the other Classes of the Trust. In practice, cross series liability will usually only arise where any Class becomes insolvent or exhausts it assets and is unable to meet all of the liabilities attributable to such Class. At the date of this report, the Managing Owner is not aware of any such existing or contingent liability.
| (63) | Substantial Redemptions |
In the event that there are substantial redemptions from the Trust, it may be more difficult for the Trust to generate the same level of profits operating on a smaller capital base. Under such circumstances, in order to provide sufficient funds to pay redemptions, the Managing Owner might be required to cause the Trading Advisors to liquidate positions more rapidly than otherwise desirable. Illiquidity in the markets could make it difficult to liquidate positions on favorable terms, which could result in additional losses.
| (64) | Possibility of Termination of the Trust Before Expiration of its Stated Term |
The Managing Owner may withdraw from the Trust upon 120 days’ notice, which would cause the Trust to terminate unless a substitute managing owner was obtained. Other events, such as a long-term substantial loss suffered by the Trust, could also cause the Trust to terminate before the expiration of its stated term. This could cause you to liquidate your investments and upset the overall maturity and timing of your investment portfolio. If the registrations with the CFTC or memberships in the NFA of the Managing Owner or the clearing broker were revoked or suspended, such entity would no longer be able to provide services to the Trust.
| (65) | Need for Risk Controls and Compliance Procedures |
Events during the past years, including bankruptcy and other adverse financial results of major financial institutions, have focused attention upon the necessity for firms to maintain adequate risk controls and compliance procedures. There is no assurance that the Trust’s controls and procedures will be adequate. These events have also raised concerns as to the manner in which certain exchanges monitor trading activities and implement regulations to protect customer funds.
| (66) | No Representation or Other Independent Experts |
The Managing Owner has consulted with counsel, accountants and other experts regarding the formation and operation of the Trust and this offering. The Trust’s legal counsel does not represent prospective investors in connection with this offering. Prospective investors are advised to consult their own independent counsel with respect to the legal and tax implications of an investment in Units.
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Regulatory and Other Risks
| (67) | Federal Agencies, Including the SEC and the CFTC, Regulate Certain Activities of the Trust |
Regulatory changes could adversely affect the Trust by restricting its trading activities and/or increasing the costs or taxes to which the investors are subject. The Dodd-Frank Act, among other things, grants the CFTC and SEC broad rulemaking authority to implement various provisions of the Dodd-Frank Act, including comprehensive regulation of the over-the-counter derivatives market and certain foreign exchange transactions. The implementation of the Dodd-Frank Act could adversely affect the Trust by increasing transaction and/or regulatory compliance costs. In addition, greater regulatory scrutiny may increase the Trust’s and the Managing Owner’s exposure to potential liabilities. Increased regulatory oversight can also impose administrative burdens on the Managing Owner, including, without limitation, responding to investigations and implementing new policies and procedures. As a result, the Managing Owner’s time, attention and resources may be diverted from portfolio management activities.
Other potentially adverse regulatory initiatives could develop suddenly and without notice.
| (68) | CFTC Registrations could be Terminated which could Adversely Affect the Trust |
If the Commodity Exchange Act registrations or NFA memberships of the Managing Owner or the registered Trading Advisors were no longer effective, these entities would not be able to act for the Trust, which could adversely affect the Trust.
| (69) | Possible Effects of Speculative Position Limits |
The CFTC and/or U.S. exchanges have established “speculative position limits” on the maximum net long or net short position which any person or group of persons may hold or control in particular futures, options on futures and swaps that perform a significant price discovery function. Most exchanges also limit the amount of fluctuation in commodity futures contract prices on a single trading day. The trading instructions of the Trading Advisors may have to be modified, and positions held by the Trust may have to be liquidated in order to avoid exceeding these limits. Such modification or liquidation could adversely affect the operations and profitability of the Trust by increasing transaction costs to liquidate positions and limiting potential profits on the liquidated positions.
In October 2011, the CFTC adopted new rules governing position limits. In September 2012, these rules were vacated by the United States District Court for the District of Columbia and remanded to the CFTC for further consideration. It is possible, nevertheless, that these rules may take effect in some form via re-promulgation or a successful appeal by the CFTC of the District Court’s ruling. The vacated rules established position limits on certain futures contracts and any economically equivalent futures, options and swaps. These rules could have an adverse effect on the Trading Advisors trading for the Trust.
| (70) | Compliance with ERISA Restrictions |
The Managing Owner intends to use reasonable efforts to cause employee benefit plans subject to ERISA and/or plans subject to Section 4975 of the Code and other “benefit plan investors”, as defined in the Plan Asset Regulation and modified by the Pension Protection Act of 2006, to hold in the aggregate less than 25% of the Units in the Trust and of each other class of equity interests in the Trust. The Managing Owner shall use reasonable efforts to restrict transfers or purchases of any equity interest in the Trust so that ownership of each class of equity interests in the Trust by benefit plan investors will remain below the 25% threshold contained in the Plan Asset Regulation. In this event, although there can be no assurance that such will be the case, the assets of the Trust should not constitute “plan assets” for purposes of ERISA and Section 4975 of the Code.
If the assets of the Trust were to become “plan assets” subject to ERISA and Section 4975 of the Code, certain investments made or to be made by the Trust in the normal course of its operations might result in non-exempt prohibited transactions and might have to be rescinded. If at any time the Managing Owner determines that assets of the Trust may be deemed to be “plan assets” subject to ERISA and Section 4975 of the Code, the Managing Owner may take certain actions it may determine to be necessary or appropriate, including requiring one or more Unitholders to redeem or otherwise dispose of all or part of their Unit in the Trust or terminating and liquidating the Trust.
| (71) | U.S. Regulation |
The offering of Units has not been registered under the Securities Act or the laws of any applicable jurisdiction. The Trust is not required to register, and is not registered, as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). Accordingly, Unitholders will not have the protections afforded by the Investment Company Act (which, among other matters, requires investment companies to have a majority of disinterested directors and regulates the relationship between the advisor and the investment company). The Managing Owner is registered as an investment advisor with the SEC under the Investment Advisers Act of 1940, as amended.
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| (72) | Unitholders Taxed Currently |
If the Registrant has profit for a taxable year, the profit will be includible in your taxable income, whether or not cash or other property is actually distributed to you by the Registrant. The Managing Owner presently does not intend to make any distributions from the Registrant. Accordingly, it is anticipated that U.S. federal income taxes on your allocable share of the Registrant’s profits will exceed the amount of distributions to you, if any, for a taxable year, so that you must be prepared to fund any tax liability from redemptions of Units or other sources. In addition, the Registrant may have capital losses from trading activities that cannot be deducted against the Registrant’s ordinary income (e.g., interest income, periodic net swap payments) so that you may have to pay taxes on ordinary income even if the Registrant generates a net loss.
| (73) | Limitation on Deductibility of “Investment Advisory Expenses” |
Non-corporate taxpayers are subject to certain limitations for deductions for “investment advisory expenses” for U.S. federal income tax and alternative minimum tax purposes. The IRS could argue that certain Registrant expenses are investment advisory expenses. Prospective investors should discuss with their tax advisors the tax consequences of an investment in the Registrant.
| (74) | Taxation of Interest Income Irrespective of Trading Losses |
The Net Asset Value per Unit reflects the trading profits and losses as well as the interest income earned and expenses incurred by the Trust. However, losses on the Trust’s trading will be almost exclusively capital losses, and capital losses are deductible against ordinary income only to the extent of $3,000 per year in the case of non-corporate taxpayers. Consequently, if a non-corporate Unitholder had, for example, an allocable trading (i.e., capital) loss of $10,000 in a given fiscal year and allocable interest (i.e., ordinary) income (after reduction for expenses) of $5,000, the Unitholder would have incurred a net loss in the Net Asset Value of such Unitholder’s Units equal to $5,000 but would recognize taxable income of $2,000 (assuming a 40% tax rate). The limited deductibility of capital losses for non-corporate Unitholders could result in such Unitholders having a tax liability in respect of their investment in the Trust despite incurring a financial loss on their Units.
| (75) | Possibility of a Tax Audit of Both the Trust and the Unitholders |
The tax returns of the Trust may be audited by the IRS. If such an audit results in an adjustment, Unitholders could themselves be audited as well as being required to pay additional taxes, interest and possibly penalties.
| (76) | Short-Term Capital Gain |
Profits on futures contracts traded in regulated U.S. and some foreign exchanges, foreign currency contracts traded in the interbank market, and U.S. and some foreign exchange-traded options on commodities are generally taxed as short-term capital gain to the extent of 40% of gains with respect to section 1256 contracts and at least 50% of the gain arising from a mixed straddle account and are currently taxed at a maximum marginal ordinary U.S. federal income tax rate of 35%.
| (77) | Tax Laws Are Subject to Change at Any Time |
Tax laws and court and IRS interpretations thereof are subject to change at any time, possibly with retroactive effect. Prospective investors are urged to discuss scheduled and potential tax law changes with their tax advisors.
PROSPECTIVE INVESTORS ARE STRONGLY URGED TO CONSULT THEIR OWN INDEPENDENT TAX ADVISERS AND COUNSEL WITH RESPECT TO THE POSSIBLE FEDERAL, STATE, LOCAL, FOREIGN AND OTHER TAX CONSEQUENCES TO THEM OF AN INVESTMENT IN THE Registrant; SUCH TAX CONSEQUENCES MAY DIFFER IN RESPECT OF DIFFERENT INVESTORS.
THE FOREGOING RISK FACTORS DO NOT PURPORT TO BE A COMPLETE EXPLANATION OF THE RISKS INVOLVED IN THE OFFERING. PROSPECTIVE INVESTORS MUST READ THE ENTIRE Confidential Private Placement MEMORANDUM INCLUDING ALL APPENDICES THERETO AND MUST CONSULT THEIR OWN PROFESSIONAL ADVISORS BEFORE DECIDING TO INVEST IN UNITS.
| ITEM 1B. | UNRESOLVED STAFF COMMENTS |
None
| ITEM 2. | PROPERTIES |
The Registrant does not own or lease any physical properties in the conduct of its business. The Registrant’s only place of business is the place of business of the Managing Owner, located at 900 King Street, Suite 100, Rye Brook, New York 10573.
Certain administrative services are provided by SS&C GlobeOp Financial Services LLC, the Registrant’s administrator, which is located at One South Road, Harrison, NY, USA, 10528. In addition, the Administrator maintains certain books and records of the Registrant, including certain books and records required by CFTC Rule 4.23(a), at its offices located as specified above.
| ITEM 3. | LEGAL PROCEEDINGS |
There are no material legal proceedings pending, on appeal, or concluded to which the Registrant is a party or to which any of its assets are subject.
| ITEM 4. | MINE SAFETY DISCLOSURES |
None
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| 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 Units and the use of proceeds is incorporated by reference from Note 1 of the Registrant’s 2014 Annual Report to this section, which is filed as an exhibit hereto.
There is no established public trading market for Units of the Trust, and a significant secondary market for the additional contributions raised through the continuous offering of units (“Limited Units”) has not developed, and is not expected to develop in the future. There are also certain restrictions set forth in the Trust Agreement limiting the ability of a Unitholder to transfer Units to the different Classes. However, Limited Units may be redeemed on a monthly basis. Redemptions are calculated based on the Registrant’s then current Net Asset Value per Unit as of the close of business on the last business day of the month in which the redemption request is affected.
The following table sets forth purchases of Managing Owner Units by the Managing Owner during the period from September 28, 2004 (inception) through December 31, 2014.
| Amount of | |||||||||
| Date of Sale | Units Sold | Cash Received | |||||||
| March 10, 2005 | 10 | $ | 1,000 | ||||||
| December 1, 2005 | 3,080 | $ | 308,000 | ||||||
| January 1, 2006 | 765 | $ | 74,535 | ||||||
| February 1, 2006 | 416 | $ | 40,000 | ||||||
| March 1, 2006 | 256 | $ | 24,489 | ||||||
| April 1, 2006 | 223 | $ | 21,560 | ||||||
| May 1, 2006 | 265 | $ | 27,537 | ||||||
| June 1, 2006 | 454 | $ | 47,400 | ||||||
| July 1, 2006 | 575 | $ | 59,000 | ||||||
| August 1, 2006 | 530 | $ | 52,350 | ||||||
| September 1, 2006 | 403 | $ | 39,200 | ||||||
| October 1, 2006 | 374 | $ | 36,000 | ||||||
| November 1, 2006 | 189 | $ | 18,000 | ||||||
| December 1, 2006 | 11 | $ | 1,000 | ||||||
| January 1, 2007 | 62 | $ | 6,000 | ||||||
| February 1, 2007 | 217 | $ | 21,000 | ||||||
| March 1, 2007 | 109 | $ | 10,000 | ||||||
| August 1, 2007 | 30 | $ | 3,000 | ||||||
| September 1, 2007 | 10 | $ | 1,000 | ||||||
| October 1, 2007 | 49 | $ | 5,000 | ||||||
| November 1, 2007 | 28 | $ | 3,000 | ||||||
| December 1, 2007 | 19 | $ | 2,000 | ||||||
| January 1, 2008 | 265 | $ | 29,000 | ||||||
| March 1, 2008 | 113 | $ | 15,000 | ||||||
| April 1, 2008 | 258 | $ | 40,000 | ||||||
| May 1, 2008 | 419 | $ | 50,000 | ||||||
| June 1, 2008 | 329 | $ | 40,000 | ||||||
| July 1, 2008 | 497 | $ | 61,000 | ||||||
| August 1, 2008 | 294 | $ | 35,000 | ||||||
| September 1, 2008 | 347 | $ | 40,000 | ||||||
| October 1, 2008 | 196 | $ | 22,000 | ||||||
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.
The Managing Owner redeemed all of its Units in the Registrant. As of March 1, 2015, there were 256 holders of record owning 169,519.5144 Units, which include 0 Managing Owner Units.
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The Managing Owner has sole discretion in determining what distributions, if any, the Registrant will make to Unitholders. The Registrant has never declared a dividend and does not intend to do so in the future. The Registrant did not repurchase any Units registered pursuant to Section 12 of the Securities Exchange Act of 1934 (the “Exchange Act”) during the period January 1, 2012 through December 31, 2014.
| ITEM 6. | SELECTED FINANCIAL DATA |
The following table presents selected financial data of the Registrant for the years ended December 31, 2010 to December 31, 2014. This data should be read in conjunction with the financial statements of the Registrant and the notes thereto on pages 2 through 21 of the Registrant’s 2014 Annual Report, which is filed as an exhibit hereto.
| Year Ended December 31, | ||||||||||||||||||||
| 2014 | 2013 | 2012 | 2011 | 2010 | ||||||||||||||||
| Total revenues | ||||||||||||||||||||
| (including interest) | $ | (2,100,266 | ) | $ | (5,510,870 | ) | $ | (8,226,319 | ) | $ | (3,326,340 | ) | $ | 16,276,475 | ||||||
| Net (loss) income | $ | (3,411,290 | ) | $ | (8,917,010 | ) | $ | (13,597,228 | ) | $ | (12,915,149 | ) | $ | 4,609,288 | ||||||
| Net (loss) income per | ||||||||||||||||||||
| weighted average | ||||||||||||||||||||
| Unit Class I | $ | (12.94 | ) | $ | (11.94 | ) | $ | (12.75 | ) | $ | (10.97 | ) | $ | 3.83 | ||||||
| Net (loss) income per | ||||||||||||||||||||
| weighted average | ||||||||||||||||||||
| Unit Class II | $ | (15.47 | ) | $ | (11.26 | ) | $ | (11.43 | ) | $ | (9.06 | ) | $ | 6.77 | ||||||
| Total assets | $ | 16,017,709 | $ | 56,513,743 | $ | 101,866,319 | $ | 146,609,262 | $ | 154,366,907 | ||||||||||
| Net Asset Value per | ||||||||||||||||||||
| Unit Class I | $ | 89.33 | $ | 93.80 | $ | 104.44 | $ | 117.27 | $ | 127.97 | ||||||||||
| Net Asset Value per | ||||||||||||||||||||
| Unit Class II | $ | 102.94 | $ | 106.03 | $ | 115.74 | $ | 127.60 | $ | 136.55 | ||||||||||
| ITEM 7. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
Critical Accounting Policies
General
Preparation of the financial statements and related disclosures in compliance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires the application of appropriate accounting rules and guidance. Applying these policies requires the Managing Owner to make judgments, estimates and assumptions in connection with the preparation of the Registrant’s financial statements. Actual results may differ from the estimates used.
The Managing Owner has evaluated the Registrant’s financial statements and related disclosures and has determined that the policies discussed below are critical accounting policies because they involve estimates, judgments and assumptions that are particularly complex, subjective or uncertain. For further discussion of the Registrant’s significant accounting policies, see Note 2 of the Registrant’s 2014 Annual Report, which is filed as an exhibit hereto.
The Registrant records all investments at fair value in its financial statements, with changes in fair value reported 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 Registrant considers its investments in publicly-traded mutual funds to be based on quoted prices in active markets for identical assets (Level 1). Level 3 inputs reflect the Registrant’s assumptions that it believes market participants would use in pricing the asset or liability. The Registrant develops Level 3 inputs based on the best information available in the circumstances, which may include indirect correlation to a market value, combinations of market values or the Registrant’s proprietary data. Level 3 inputs generally include information derived through extrapolation or interpolation of observable market data. The Registrant does not currently have any investments valued using Level 3 inputs.
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The investment in Affiliated Investment Funds is reported in the Registrant’s statements of financial condition and is considered a Level 2 investment. In determining the level, the Registrant considers the length of time until the investment is redeemable, including notice and lock-up periods or any other restriction on the disposition of the investment. The Registrant also considers the nature of the portfolios of the underlying Affiliated Investment Funds and their ability to liquidate their underlying investments. The Registrant has the ability to redeem its investments at the reported net asset valuation as of the measurement date (see Note 7 of the Registrant’s 2014 Annual Report, which is filed as an exhibit hereto) and classified its investment in Affiliated Investment Funds as Level 2 using the fair value hierarchy. Fair value ordinarily is the value determined for the Affiliated Investment Funds in accordance with the fund’s valuation policies and reported at the time of the Registrant’s valuation by the management of the fund. Generally, the fair value of the Registrant’s investments in the funds represents the amount that the Registrant could reasonably expect to receive from the funds if the Registrant’s investment was redeemed at the time of the valuation, based on information reasonably available at the time the valuation is made and that the Registrant believes to be reliable.
Of the Registrant’s investments at December 31, 2014, $10,187,034 or 71.39% were classified as Level 1 and $4,083,278 or 28.61% as Level 2. Of the Registrant’s investments at December 31, 2013, $36,141,750 or 74.69% were classified as Level 1 and $12,249,728 or 25.31% as Level 2. There were no Level 3 investments at December 31, 2014 or December 31, 2013, nor any portion of the interim periods.
The Registrant invests a portion of the excess cash balances not required for margin through certain investment funds which invest in (i) U.S. government securities (which include any security issued or guaranteed as to principal or interest by the United States), (ii) any certificate of deposit for any of the foregoing, including U.S. treasury bonds, U.S. treasury bills and issues of agencies of the United States government, (iii) corporate bonds or notes, or (iv) other instruments permitted by applicable rules and regulations (collectively, “Certain Investment Funds”). The objective is to obtain a rate of return for the Registrant that balances risk and return relative to the historically low yields on short-term cash deposits with banks or brokerage firms. There is no guarantee that the Managing Owner will be successful in investing the excess cash successfully to obtain a greater yield than available on short-term cash deposits with banks or brokerage firms. The Managing Owner is paid monthly 1/12 of 50% of the first 1% of the positive returns earned on the Registrant’s investments in Certain Investment Funds. The calculation is based on the Registrant’s average annualized Net Asset Value, and any losses related to returns on the Certain Investment Funds must first be recovered through subsequent positive returns prior to the Managing Owner receiving a payment. After the calculation of the amount payable to the Managing Owner, the Registrant will be credited with all additional positive returns (or 100% of any losses) on the Registrant’s investment in Certain Investment Funds. If, at the end of any calendar year, a loss has been incurred on the returns for the Certain Investment Funds, then the loss carry forward will reset to zero for the next calendar year with regards to the calculation of the Managing Owner’s portion of the Certain Investment Fund’s income.
Liquidity and Capital Resources
The Registrant commenced operations on December 1, 2005 with gross proceeds of $31,024,443 allocated to commodities trading. Additional contributions raised through the continuous offering of limited units (“Limited Units”) and general units (“General Units” or “Managing Owner Units” and, together with the Limited Units, “Units”) of beneficial ownership in the Registrant for the period from December 1, 2005 (commencement of operations) to December 31, 2014 resulted in additional gross proceeds to the Registrant of $195,857,057.
Limited Units in the Registrant may be redeemed on a monthly basis. Subscriptions were no longer accepted effective December 2013.
Subscriptions and Redemptions
Year Ended December 31, 2014
Subscriptions of Limited Units for the year ended December 31, 2014 were $0. Redemptions of Limited Units for the year ended December 31, 2014 were $31,463,974.
Year Ended December 31, 2013
Subscriptions of Limited Units for the year ended December 31, 2013 were $1,933,679. Redemptions of Limited Units for the year ended December 31, 2013 were $39,732,216.
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Year Ended December 31, 2012
Subscriptions of Limited Units for the year ended December 31, 2012 were $2,178,200. Redemptions of Limited Units for the year ended December 31, 2012 were $35,888,957.
Liquidity
A portion of the Registrant’s net assets is held in cash, which is used as margin for its indirect trading in commodities through its investment in Affiliated Investment Funds.
Commodity contracts exposed to indirectly through the Registrant’s investment in Affiliated Investment Funds 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 indirect exposure, through its investments in CTA Choice to commodity futures positions.
Since the Registrant’s business is to trade futures, forward and option contracts through its investment in Affiliated Investment Funds, 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 losses considerably beyond the Registrant’s experience to date and could ultimately lead to a loss of all or substantially all of Unitholders’ capital. The Managing Owner attempts to minimize these risks by requiring the Registrant and the Trading Advisors 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 10 of the Registrant’s 2014 Annual Report, which is filed as an exhibit hereto for further discussion on the credit and market risks associated with the Registrant’s futures, forward and option contracts held indirectly through its investment in Affiliated Investment Funds.
The Registrant does not have, nor does it expect to have, any capital assets.
Market Overview
Following is a market overview for the years ended December 31, 2014, 2013 and 2012:
Year Ended December 31, 2014
Price action during 2014 was influenced by several key macro factors including: the expectations for global central bank activity, the outlook for growth in developed and emerging markets, the outbreak of Ukraine-Russian tensions and global oversupply in key commodity markets.
In global equities, U.S. markets took the spotlight, ending the year just shy of all-time highs as low inflationary readings and global growth worries pushed back investors’ expectations for a U.S. Federal Reserve interest rate hike until late-2015. Outside of the U.S. the trend was less clear. U.K. equities traded in a broad range, ultimately ending the year lower as falling commodity prices and shifting expectations for BOE activity weighed heavily on the FTSE. Conversely, the German DAX was range bound for much of the 1st half of the year, ultimately rallying into year-end as the ECB announced additional accommodative measures. In Japan, news that the Bank of Japan would embark on a record stimulus program pushed the TOPIX and Nikkei higher during the fourth quarter leaving both indices higher at year-end.
Currency markets were generally quiet for the first half of the year. Thereafter, the dollar embarked on an explosive rally against its major counterparts as better economic data fueled expectations that the U.S. would be the first to hike in 2015. This was in stark contrast to Europe where expectations for further stimulus to prop-up the ailing economy weighed on the euro. Additional accommodative policy from the Bank of Japan resulted in the Japanese yen ending 2014 at lower levels versus the USD. Finally, lower energy and industrial metals prices depressed the economies of commodity-producing nations and as such, currencies like the Australian dollar and Norwegian krone weakened in 2014.
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Expectations for, and actions of, global central banks combined with the overall health of the global economy were the predominant influences in global bonds. In Europe, yields fell to all-time lows as worse-than-expected growth readings, low inflation and expectations for further stimulus weighed on the market. Similarly, yields declined in U.S. bond markets as expectations for an interest rate hike were pushed further back into 2015; U.S. bonds also benefited from safe-haven buying throughout the year. In Japan, the BOJ’s decision to embark on a massive bond-buying program sent prices there as well higher.
Prices in many global commodity markets experienced sweeping moves in 2014. In energies, prices swooned during the second half of the year on surging global supply amid declining global demand In base metals, copper ended the period sharply lower on worries of declining demand, notably from China the world’s biggest user of the metal; aluminum prices ended the year slightly higher. In precious metals, gold and silver ended the year lower. In grain markets, corn and soybean markets moved sharply lower mid-year on expectations for a significant 2014 US harvest; by year-end prices had rallied off those lows. In tropical markets, NY cocoa and coffee markets rallied while sugar prices declined and in meats, cattle prices ended the year on an up-note versus hot prices which ended the year lower.
Year Ended December 31, 2013
As 2013 fades into the sunset and 2014 dawns on the horizon, several of 2013’s persistent macroeconomic and geopolitical issues have been resolved. Still, many others have yet to be decided, and there is little consensus what 2014 will bring.
Developed market equities dominated the investment landscape in 2013. Accommodative monetary policy by U.S., European and Japanese central banks, signs of improving global growth, and a revival in consumer sentiment provided the backdrop for strength in equities.
There were periodic disruptions in the equity market rallies, mostly caused by the events in the U.S., such as the U.S. Federal Reserve Bank (the “Federal Reserve”) floating a taper test balloon in the second quarter and the shutdown of the U.S. government at the beginning of the fourth quarter, however, equity market volatility, as measured by the VIX, remained contained in a tight range for most of the year.
Equities finished the year on a strong note after the Federal Reserve fired its first tapering bullet in December with the announcement of a $10B cut in the monthly bond purchase program due to an improved job market outlook. The U.S. jobless rate had fallen to 7% in November, a five-year low, as employers added a greater-than-forecast 203,000 workers to payrolls. In addition to the reduction in bond purchases, the taper statement provided forward guidance with respect to the level of interest rates, and decoupled the target for raising rates from the 6.5% unemployment rate.
The European debt crisis took a back seat in 2013, as the eurozone emerged from recession early in the year. Growth is still anemic and the crisis may not be completely resolved, but the euro was one of the globe’s strongest currencies in 2013.
After years of dormancy, Japan awoke in 2013. Abenomics had a significant impact on the Japanese yen and on the Nikkei in 2013, however, as the year came to an end, its impact on Japanese GDP and inflation has yet to be fully clarified.
Emerging market growth has been slowing for several years. This slowdown in emerging markets was a drag on the global economy in 2013, with commodities bearing the brunt of the slowdown. China, the dominant emerging market player, saw first half 2013 GDP of 7.6% and Q3 2013 GDP of 7.8% year-over-year. Though in line with government targets, overall Chinese growth has been trending lower.
Currencies: Owing to the aggressive fiscal and monetary policies of the Japanese government and the Bank of Japan, the Japanese yen depreciated 21% versus the U.S. dollar in 2013, closing the year at 105.31 versus 86.75 in 2012. It suffered a similar fate versus the euro. The U.S. dollar also appreciated versus many of the commodity currencies, including the Australian dollar, the Canadian dollar, the Norwegian krone and the South African rand. However, the euro, the British pound and the Swiss franc outperformed the U.S. dollar in 2013.
Energies: The energy complex increased, or decreased only modestly, in 2013. Despite a reasonable amount of intra-year volatility, natural gas rose 26% to end the year at 4.23. WTI Crude rose a much more modest 7% in 2013, with most of the gains coming towards the end of the year on signs of U.S. economic strength. Brent crude closed the year down less than 30bp.
Indices: With interest rates in developed markets remaining low, developed market stocks rallied strongly in 2013. In the U.S., the DJIA was up 26.5% to close at a record 16,576.66 and the S&P 500 rallied 29.6% to close at a record 1848.36. Only the Nikkei had a stronger year, gaining 56.72%. In Europe, the Eurostoxx Index rose 17.95%, the U.K.’s FTSE 100 rose 14.43% and Germany’s DAX rose 25.48%. The BRIC emerging market countries had less success, with Brazil falling -15.5%, Russia falling -5.52%, India increasing 8.98% and China falling -6.75%.
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Metals: After 12 years of gains, gold fell almost 30% to end the year at 1201.64. With inflation at bay and global economic recovery afoot, investors exited safe havens in favor of higher returns in equities. Silver too plunged in 2013, falling almost 36% to 19.47 at year-end. With copper stocks high, due in large part to lower demand from emerging markets such as China, copper fell just over 7% in 2013.
Agriculturals: In 2013, favorable weather conditions led to stronger than expected crop yields across the major grain-growing regions of the world. As a result, corn and wheat prices fell approximately 40% and 22% respectively in 2013. Similarly favorable weather conditions in sugar-growing regions led to an abundant sugar harvest and a fall in sugar prices of almost 16%. Growing demand from emerging markets, and poor weather conditions in major cocoa producing regions of the world, pushed cocoa prices up over 20%.
Year Ended December 31, 2012
Like 2011, the year 2012 was a tumultuous year for the economy and the financial markets, with major policy decisions in Europe and in the U.S. determining the course of the markets. The major difference between 2011 and 2012 was that the policymakers finally managed to quell the fear of tail risks and, consequently, the year turned out to be a robust one for risk assets. By far the single most consequential event during the year was European Central Bank (“ECB”) chief Draghi’s commitment to do “whatever it takes” which put a lid on sovereign risks in the Eurozone. Together with the long-term refinance operations (“LTRO”), Draghi’s commitment drastically lowered systemic risk and paved the way for both the euro’s resurgence and the global rally in risk assets. Following on the heels of the ECB’s move, it was the Federal Reserve’s turn to deliver. And the Federal Reserve delivered much more than the markets expected. The much anticipated QE3 turned out to be QE unlimited. In contrast to the previous rounds of QE, which were limited in scope and size, the current round of QE is indefinite and predicated on the economy reaching unemployment targets. Not to be left behind, the newly elected Japanese government also jumped onto the bandwagon by promising higher inflation targets and fiscal stimulus. With the Chinese government easing credit policy, and a slew of central banks cutting rates, all in all, policymakers around the world turned on the stimulus spigots. Not surprisingly, risk assets soared. As if there were not enough interesting events, the year also witnessed one of the worst and costliest U.S. droughts.
Global economic performance was mixed during the year. Europe remained mired in a recession, U.S. growth was tepid but the housing recovery raised hopes of an overall economic acceleration, and emerging markets ended the year showing signs of acceleration. The U.S. economy grew at a moderate pace of 2.1%, annualized, through the first three quarters of 2012. Corporate profits growth stalled, with year-over-year growth actually turning down in the third quarter. However, employment picked up moderately from the year before pace. Most importantly, housing experienced a strong rebound, with new and existing home sales, housing starts, and home prices all accelerating in the second half. Home prices are on track for the first annual gain since 2006. Retail sales were solid, and annual motor vehicle sales crossed the 15 million mark for the first time since 2008.
The longest secular trend—the decline in U.S. interest rates—continued in 2012. Despite the ebbing of global risk aversion, U.S. Treasuries ended the year with another gain, albeit a modest one. At one point in the year, Treasuries yields hit new record lows, before backing up in the second half as euro crisis fears faded. Yields fell across the curve. The yield on the 10-year note fell below 1.40% in July before ending the year 1.78%, an 11 basis points drop from the year earlier. The 10-year returned 2.75% for year and the 30-year, 1.30%. Two-year and five-year notes posted returns of 0.28% and 1.29%, respectively. The Federal Reserve kept rates unchanged, announced a new open-ended QE program, and made a qualified commitment to keep rates low until 2015. The ECB cut rates to 75 basis points, a new low. Across the world, central banks were either easing, or moving toward easing, as economic conditions weakened.
Currencies: The Dollar Index started off weak in 2012, rallied strongly by mid-year, but lost ground in the second half as the European crisis ebbed. The Dollar Index ended the year up with a slight decline of 0.5%. The euro posted a gain of 1.64%, while the British pound strengthened 4.67%. However, the big story of the year was the Japanese yen, which plunged 12.55% against the greenback. Aggressive pro-inflation rhetoric by the new government, the threat to curb central bank independence, the growing public debt, and the worsening trade balance all added to the yen’s decline. The Australian dollar ended the year with a gain of 1.39% against the greenback, while the Canadian dollar registered a 2.1% rise.
Energies: Brent and WTI crude had contrasting years, with Brent posting a gain of 3.47% while WTI recorded a decline of 7.09%. Global demand was soft as OECD weakness was compounded by a sharp deceleration in emerging economy demand. However, heightened tensions in the Middle-East and the embargo on Iran helped keep global supply down. U.S. production grew robustly. Reformulated gasoline outperformed crude, rising 4.68%. Natural gas was the star performer in the energy space, gaining 12.11% and bucking the trend of four consecutive annual declines.
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Indices: Global equities enjoyed a solid rally in 2012, with most indexes posting their best gains since 2009. The Dow, the S&P500, and the NASDAQ ended the year with gains of 7.26%, 13.41%, and 15.91%, respectively. European stocks fared even better, thanks to the fading of tail risks in Europe. The STOXX 600, the broadest European index, gained 14.37%. Germany had a banner year, with the DAX surging 29%. The CAC posted a gain of 15.23%, while the FTSE rose 8.24%. Asian stocks experienced robust gains as well. The Nikkei soared 22.94% as the yen weakened. The Kospi had a relatively moderate gain of 9.38%, but the Hang Seng surged 22.91%. Australian All Ordinaries Index registered a gain of 13.47%.
Metals: Despite the fading of fears in Europe, precious metals gained in 2012 thanks to QE and declining real interest rates around the world. Silver gained 8.24% while gold posted a 6.96% rise. Among the base metals, nickel stood alone, losing 8.82%, whereas copper, aluminum, and zinc all posted gains.
Agriculturals: Agricultural commodities had a roller coaster year. The severe drought in the U.S. boosted grains, with wheat, soybeans, and corn recording gains of 19.19%, 18.38%, and 8%, respectively. Demand from emerging markets remained robust. Conversely, the softs did not fare as well. Coffee prices plunged 36.61%, thanks to record harvest in Brazil and generally strong crops in Latin America. Cotton experienced a steep loss of 18.15% thanks to ample supply and record stocks.
Sector Performance
Due to the nature of the Registrant’s indirect trading activities, a period-to-period comparison of its trading results is not meaningful. However, set forth below are the following:
| (a) | the major sectors to which the Registrant’s assets were allocated indirectly as of December 31, 2014, 2013 and 2012, measured as a percentage of the “gross speculator margin” (i.e., the minimum amount of cash or marginable securities a speculator must post when buying or selling futures assets); and |
| (b) | a discussion of the Registrant’s indirect trading results for the major sectors in which the Registrant indirectly traded for the years ended December 31, 2014, 2013 and 2012. |
Year Ended December 31, 2014 As of December 31, 2014, the allocation of the Registrant’s assets, through its
investment in Affiliated Investment Funds, to major sectors was as follows:
| Sector | Allocation | |||
| Currencies | 16.70 | % | ||
| Energies | 27.85 | % | ||
| Grains | 2.35 | % | ||
| Indices | 15.49 | % | ||
| Interest Rates | 23.12 | % | ||
| Meats | 0.51 | % | ||
| Metals | 7.60 | % | ||
| Tropicals | 6.38 | % | ||
| TOTAL | 100.00 | % | ||
Trading results for the major sectors in which the Registrant traded indirectly for year ended December 31, 2014 were as follows:
Currencies: (+) The Registrant experienced a majority of its gains in the euro and dollar index. The majority of its losses were incurred in the Mexican peso and Australian dollar.
Energies: (+) The Registrant experienced a majority of profits in gas oil, heating oil and Brent crude. The majority of its losses were incurred in RBOB gasoline.
Grains: (+) The Registrant experienced a majority of its gains in soybeans. The majority of its losses were incurred in corn and wheat.
Indices: (-) The Registrant experienced no gains. The majority if its losses were incurred in European stock indices.
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Interest Rates: (+) The Registrant a majority of its gains in U.S. rates. The majority of its losses were incurred in European rates.
Meats: (-) The Registrant experienced no gains in meats. The majority of its losses were incurred in live cattle.
Metals: (-) The Registrant experienced a majority of its gains in palladium. The majority of its losses were incurred in copper and gold.
Softs: (+) The Registrant experienced a majority of its gains in sugar. The majority of its losses were incurred in cocoa and oj.
Year Ended December 31, 2013
As of December 31, 2013, the allocation of the Registrant’s assets, through its investment in Affiliated Investment Funds, to major sectors was as follows:
| Sector | Allocation | |||
| Currencies | 13.43 | % | ||
| Energies | 3.91 | % | ||
| Grains | 45.17 | % | ||
| Indices | 10.86 | % | ||
| Interest Rates | 19.54 | % | ||
| Meats | 1.49 | % | ||
| Metals | 4.41 | % | ||
| Tropicals | 1.19 | % | ||
| TOTAL | 100.00 | % | ||
Trading results for the major sectors in which the Registrant traded indirectly for year ended December 31, 2013 were as follows:
Currencies: (-) The Registrant experienced a majority of its gains in the British pound and the Japanese yen. The majority of its losses were incurred in the Canadian dollar and euro.
Energies: (-) The Registrant experienced a majority of its gains in gasoline. The majority of its losses were incurred in crude oil and heating oil.
Grains: (+) The Registrant experienced a majority of its gains in corn and wheat. The majority of its losses were incurred in soybeans.
Indices: (+) The Registrant experienced a majority of its gains in U.S. and Pacific Rim stock indices. No losses were incurred as a result of stock indices.
Interest Rates: (-) The Registrant experienced no gains. The majority of its losses were incurred in euro and Pacific Rim rates.
Meats: (-) The Registrant experienced a majority of its gains in live cattle. The majority of its losses were incurred in live hogs.
Metals: (-) The Registrant experienced a majority of its gains in gold and silver. The majority of its losses were incurred in aluminum and palladium.
Softs: (-) The Registrant experienced no gains. The majority of its losses were incurred in coffee and sugar.
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Year Ended December 31, 2012
As of December 31, 2012, the allocation of the Registrant’s assets, through its investment in Affiliated Investment Funds, to major sectors was as follows:
| Sector | Allocation | |||
| Currencies | 32.75 | % | ||
| Energies | 12.15 | % | ||
| Grains | 11.83 | % | ||
| Indices | 16.84 | % | ||
| Interest Rates | 19.38 | % | ||
| Meats | 0.10 | % | ||
| Metals | 4.80 | % | ||
| Tropicals | 2.15 | % | ||
| TOTAL | 100.00 | % | ||
Trading results for the major sectors in which the Registrant traded indirectly for year ended December 31, 2012 were as follows:
Currencies: (-) The Registrant experienced a majority of its gains in the euro and the Swiss franc. The majority of its losses were incurred in the Japanese yen, British pound, and Canadian dollar.
Energies: (-) The Registrant experienced a majority of its gains in Brent crude. The majority of its losses were incurred in gasoline.
Grains: (+) The Registrant experienced a majority of its gains in corn and soybean meal. The majority of its losses were incurred in soybeans.
Indices: (-) The Registrant experienced a majority of its gains in U.S. stock indices. The majority of its losses were incurred in Pacific Rim indices.
Interest Rates: (+) The Registrant experienced a majority of its gains in European rates. The majority of its losses were incurred in Pacific Rim rates.
Meats: (-) The Registrant experienced no gains. The majority of its losses were incurred in live cattle.
Metals: (-) The Registrant experienced a majority of its gains in platinum. The majority of its losses were incurred in copper, silver, and gold.
Softs: (-) The Registrant experienced a majority of its gains in lumber. The majority of its losses were incurred in sugar and cocoa.
Results of Operations
Year Ended December 31, 2014
The Net Asset Value per Unit of Class I as of December 31, 2014 was $89.33, a decrease of $4.47 from the December 31, 2013 Net Asset Value of $93.80.
The Net Asset Value per Unit of Class II as of December 31, 2014 was $102.94, a decrease of $3.09 from the December 31, 2013 Net Asset Value of $106.03.
The following table discloses each Trading Advisor’s contribution to the Net Asset Values of Class I and Class II as of December 31, 2014, as well as the allocation of the Registrant’s assets to each Trading Advisor at December 31, 2014. The table is based on the effect of a Unitholder that held Units for the full calendar year ending December 31, 2014, and is based on the average contribution per Trading Advisor and net expenses for the relevant Class of Units.
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| WMT III Series J - Class I | WMT III Series J - Class II | Allocation of Assets as of | ||||||||||||
| Beginning UNAV | $ | 93.80 | Beginning UNAV | $ | 106.03 | December 31, 2014 | ||||||||
| EGLG | $ | (0.62 | ) | EGLG | $ | (0.70 | ) | 17.03 | % | |||||
| ELL | $ | (0.03 | ) | ELL | $ | (0.03 | ) | 17.35 | % | |||||
| FRT | $ | 1.63 | FRT | $ | 1.84 | 17.75 | % | |||||||
| GLAGS | $ | (1.01 | ) | GLAGS | $ | (1.14 | ) | 13.08 | % | |||||
| RDOK | $ | 1.66 | RDOK | $ | 1.87 | 18.27 | % | |||||||
| SAXN | $ | (0.85 | ) | SAXN | $ | (0.96 | ) | 16.52 | % | |||||
| Net Expenses | $ | (5.25 | ) | Net Expenses | $ | (3.97 | ) | |||||||
| ENDING UNAV | $ | 89.33 | ENDING UNAV | $ | 102.94 | 100.00 | % | |||||||
The Registrant’s average net asset level for the year ended December 31, 2014 was approximately $23,058,945, a decrease of approximately $51,344,000 as compared to the year ended December 31, 2013, primarily due to the effect of investor redemptions and negative trading performance during the year.
The Registrant’s performance for Class I and Class II for the year ended December 31, 2014 was (4.77)% and (2.91)%, respectively. Performance includes the percentage change in the Registrant’s Net Asset Value excluding the effect of any subscriptions and redemptions and includes the percentage impact of investment gains/(losses) less any commissions and related fees and expenses. Past performance is not necessarily indicative of future results.
The Registrant’s total gain from its investment in securities for the year ended December 31, 2014 was approximately $35,000.
The Registrant’s total loss from its investment in Affiliated Investment Funds for the year ended December 31, 2014 was approximately $(2,302,000).
Dividend income for the year ended December 31, 2014 was approximately $165,000, a decrease of approximately $420,000, as compared to the year ended December 31, 2013. For a further discussion of these investments, see Note 7 of the Registrant’s 2014 Annual Report, which is filed as an exhibit hereto.
Brokerage commissions and other transaction fees, which are paid indirectly through the Affiliated Investment Funds and are reflected within the respective net asset values of each of the Affiliated Investment Funds, for the year ended December 31, 2014, were approximately $195,000, a decrease of approximately $428,000 as compared to the year ended December 31, 2013.
Management fees to the Trading Advisors, which are paid indirectly through the Affiliated Investment Funds and are reflected within the respective net asset values of each of the Affiliated Investment Funds, for the year ended December 31, 2014 were approximately $291,000, a decrease of approximately $658,000 as compared to the year ended December 31, 2013, primarily due to the decrease in the average net asset level discussed above.
Management fees to the Managing Owner for the year ended December 31, 2014 were approximately $117,000, a decrease of approximately $260,000 as compared to the year ended December 31, 2013, primarily due to the decrease in the average net asset level discussed above.
Trading Advisor incentive fees are based on the New High Net Trading Profits generated by the Trading Advisors, as defined in the Trading Advisory Agreements between the Registrant and the Trading Advisors. Trading Advisor incentive fees, which are paid indirectly through the Affiliated Investment Funds and are reflected within the respective net asset values of each of the Affiliated Investment Funds, for the year ended December 31, 2014, were approximately $256,000.
An administrative services fee, which is indirectly paid to ClariTy for risk management and related services with respect to monitoring the Trading Advisors through the Affiliated Investment Funds and reflected within the respective net asset values of each of the Affiliated Investment Funds, for the year ended December 31, 2014 was approximately $59,000, a decrease of approximately $132,000 as compared to the year ended December 31, 2013, primarily due to the decrease in the average net asset level discussed above. For a further discussion of this fee, see Note 4 of the Registrant’s 2014 Annual Report, which is filed as an exhibit hereto.
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Service fees for the year ended December 31, 2014 were approximately $416,000, a decrease of approximately $942,000 as compared to the year ended December 31, 2013, primarily due to the decrease in the average net asset level discussed above.
Sales commissions for the year ended December 31, 2014 were approximately $237,000, a decrease of approximately $529,000 as compared to the year ended December 31, 2013, primarily due to the decrease in the average net asset level discussed above.
Managing Owner interest earned on Certain Investment Funds for the year ended December 31, 2014 was approximately $107,000, a decrease of approximately $35,000 as compared to the year ended December 31, 2013. For a further discussion of this fee, see Note 4 of the Registrant’s 2014 Annual Report, which is filed as an exhibit hereto.
Operating expenses were approximately $376,000 for the year ended December 31, 2014. These expenses include accounting, audit, registrar and transfer agent, tax and legal fees, as well as printing and postage costs related to reports sent to Unitholders.
Offering costs were approximately $59,000 for the year ended December 31, 2014.
Year Ended December 31, 2013
The Net Asset Value per Unit of Class I as of December 31, 2013 was $93.80, a decrease of $10.64 from the December 31, 2012 Net Asset Value of $104.44.
The Net Asset Value per Unit of Class II as of December 31, 2013 was $106.03, a decrease of $9.71 from the December 31, 2012 Net Asset Value of $115.74.
The following table discloses each Trading Advisor’s contribution to the Net Asset Values of Class I and Class II as of December 31, 2013, as well as the allocation of the Registrant’s assets to each Trading Advisor at December 31, 2013. The table is based on the effect of a Unitholder that held Units for the full calendar year ending December 31, 2013, and is based on the average contribution per Trading Advisor and net expenses for the relevant Class of Units.
| WMT III Series J - Class I | WMT III Series J - Class II | Allocation of Assets as of | ||||||||||||
| Beginning UNAV | $ | 104.44 | Beginning UNAV | $ | 115.74 | December 31, 2013 | ||||||||
| BEAM | $ | (1.08 | ) | BEAM | $ | (1.20 | ) | 0.00 | % | |||||
| EGLG | $ | (4.30 | ) | EGLG | $ | (4.76 | ) | 20.44 | % | |||||
| ELL | $ | 0.24 | ELL | $ | 0.27 | 19.80 | % | |||||||
| GLAGS | $ | 2.23 | GLAGS | $ | 2.47 | 19.94 | % | |||||||
| HKSB | $ | (1.92 | ) | HKSB | $ | (2.13 | ) | 0.00 | % | |||||
| ORT | $ | (1.60 | ) | ORT | $ | (1.78 | ) | 0.00 | % | |||||
| RDOK | $ | 0.92 | RDOK | $ | 1.01 | 19.99 | % | |||||||
| SAXN | $ | (0.71 | ) | SAXN | $ | (0.79 | ) | 19.83 | % | |||||
| Net Expenses | $ | (4.42 | ) | Net Expenses | $ | (2.80 | ) | |||||||
| ENDING UNAV | $ | 93.80 | ENDING UNAV | $ | 106.03 | 100.00 | % | |||||||
The Registrant’s average net asset level for the year ended December 31, 2013 was approximately $74,402,510, a decrease of approximately $48,151,000 as compared to the year ended December 31, 2012, primarily due to the effect of investor redemptions and negative trading performance during the year.
The Registrant’s performance for Class I and Class II for the year ended December 31, 2013 was (10.19)% and (8.39)%, respectively. Performance includes the percentage change in the Registrant’s Net Asset Value excluding the effect of any subscriptions and redemptions and includes the percentage impact of investment gains/(losses) less any commissions and related fees and expenses. Past performance is not necessarily indicative of future results.
The Registrant’s total loss from its investment in securities for the year ended December 31, 2013 was approximately $(559,000).
The Registrant’s total loss from its investment in Affiliated Investment Funds for the year ended December 31, 2013 was approximately $(5,540,000).
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Dividend income for the year ended December 31, 2013 was approximately $585,000, a decrease of approximately $621,000, as compared to the year ended December 31, 2012. For a further discussion of these investments, see Note 7 of the Registrant’s 2013 Annual Report.
Brokerage commissions and other transaction fees, which are paid indirectly through the Affiliated Investment Funds and are reflected within the respective net asset values of each of the Affiliated Investment Funds, for the year ended December 31, 2013, were approximately $623,000, an increase of approximately $118,000 as compared to the year ended December 31, 2012.
Management fees to the Trading Advisors, which are paid indirectly through the Affiliated Investment Funds and are reflected within the respective net asset values of each of the Affiliated Investment Funds, for the year ended December 31, 2013 were approximately $949,000, a decrease of approximately $360,000 as compared to the year ended December 31, 2012, primarily due to the decrease in the average net asset level discussed above.
Management fees to the Managing Owner for the year ended December 31, 2013 were approximately $377,000, a decrease of approximately $235,000 as compared to the year ended December 31, 2012, primarily due to the decrease in the average net asset level discussed above.
Trading Advisor incentive fees are based on the New High Net Trading Profits generated by the Trading Advisors, as defined in the Trading Advisory Agreements between the Registrant and the Trading Advisors. Trading Advisor incentive fees, which are paid indirectly through the Affiliated Investment Funds and are reflected within the respective net asset values of each of the Affiliated Investment Funds, for the year ended December 31, 2013, were approximately $520,000.
An administrative services fee, which is indirectly paid to ClariTy for risk management and related services with respect to monitoring the Trading Advisors through the Affiliated Investment Funds and reflected within the respective net asset values of each of the Affiliated Investment Funds, for the year ended December 31, 2013 was approximately $191,000, a decrease of approximately $121,000 as compared to the year ended December 31, 2012, primarily due to the decrease in the average net asset level discussed above. For a further discussion of this fee, see Note 4 of the Registrant’s 2013 Annual Report.
Service fees for the year ended December 31, 2013 were approximately $1,358,000, a decrease of approximately $634,000 as compared to the year ended December 31, 2012, primarily due to the decrease in the average net asset level discussed above.
Sales commissions for the year ended December 31, 2013 were approximately $766,000, a decrease of approximately $482,000 as compared to the year ended December 31, 2012, primarily due to the decrease in the average net asset level discussed above.
Managing Owner interest earned on Certain Investment Funds for the year ended December 31, 2013 was approximately $142,000, a decrease of approximately $482,000 as compared to the year ended December 31, 2012. For a further discussion of this fee, see Note 4 of the Registrant’s 2013 Annual Report.
Operating expenses were approximately $551,000 for the year ended December 31, 2013. These expenses include accounting, audit, registrar and transfer agent, tax and legal fees, as well as printing and postage costs related to reports sent to Unitholders.
Offering costs were approximately $212,000 for the year ended December 31, 2013.
Year Ended December 31, 2012
The Net Asset Value per Unit of Class I as of December 31, 2012 was $104.44, a decrease of $12.83 from the December 31, 2011 Net Asset Value of $117.27.
The Net Asset Value per Unit of Class II as of December 31, 2012 was $115.74, a decrease of $11.86 from the December 31, 2011 Net Asset Value of $127.60.
The following table discloses each Trading Advisor’s contribution to the Net Asset Values of Class I and Class II as of December 31, 2012, as well as the allocation of the Registrant’s assets to each Trading Advisor at December 31, 2012. The table is based on the effect of a Unitholder that held Units for the full calendar year ending December 31, 2012, and is based on the average contribution per Trading Advisor and net expenses for the relevant Class of Units.
| 38 |
| WMT III Series J - Class I | WMT III Series J - Class II | Allocation of Assets as of | ||||||||||||
| Beginning UNAV | $ | 117.27 | Beginning UNAV | $ | 127.60 | December 31, 2012 | ||||||||
| CTA BEAM | $ | (1.42 | ) | CTA BEAM | $ | (1.55 | ) | 14.46 | % | |||||
| CTA BLKW | $ | (2.41 | ) | CTA BLKW | $ | (2.62 | ) | 0.00 | % | |||||
| CTA CRABL-PV | $ | (1.27 | ) | CTA CRABL-PV | $ | (1.38 | ) | 0.00 | % | |||||
| CTA EAGL | $ | (0.62 | ) | CTA EAGL | $ | (0.67 | ) | 0.00 | % | |||||
| CTA EGLG | $ | 1.94 | CTA EGLG | $ | 2.11 | 14.33 | % | |||||||
| CTA KRM | $ | (0.69 | ) | CTA KRM | $ | (0.75 | ) | 0.00 | % | |||||
| CTA ORT | $ | (3.03 | ) | CTA ORT | $ | (3.30 | ) | 14.09 | % | |||||
| CTA SAXN | $ | (0.96 | ) | CTA SAXN | $ | (1.04 | ) | 14.32 | % | |||||
| CTA GLAGS | $ | (0.26 | ) | CTA GLAGS | $ | (0.29 | ) | 14.28 | % | |||||
| CTA HKSB | $ | (0.14 | ) | CTA HKSB | $ | (0.16 | ) | 14.37 | % | |||||
| CTA RDOK | $ | (0.04 | ) | CTA RDOK | $ | (0.05 | ) | 14.15 | % | |||||
| Net Expenses | $ | (3.93 | ) | Net Expenses | $ | (2.16 | ) | |||||||
| ENDING UNAV | $ | 104.44 | ENDING UNAV | $ | 115.74 | 100.00 | % | |||||||
The Registrant’s average net asset level for the year ended December 31, 2012 was approximately $122,554,303, a decrease of approximately $27,132,697 as compared to the year ended December 31, 2011, primarily due to the effect of investor redemptions and negative trading performance during the year.
The Registrant’s performance for Class I and Class II for the year ended December 31, 2012 was (10.94)% and (9.29)%, respectively. Performance includes the percentage change in the Registrant’s Net Asset Value excluding the effect of any subscriptions and redemptions and includes the percentage impact of trading gains/(losses) less any commissions and related fees and expenses. Past performance is not necessarily indicative of future results.
The Registrant’s total gain from its investment in securities for the year ended December 31, 2012 was approximately $390,000.
The Registrant’s total loss from its investment in Affiliated Investment Funds for the year ended December 31, 2012 was approximately $(9,832,000).
Dividend income for the year ended December 31, 2012 was approximately $1,206,000, a decrease of approximately $274,000, as compared to the year ended December 31, 2011. For a further discussion of these investments, see Note 7 of the Registrant’s 2012 Annual Report.
Brokerage commissions and other transaction fees, which are paid indirectly through the Affiliated Investment Funds and are reflected within the respective net asset values of each of the Affiliated Investment Funds, for the year ended December 31, 2012, were approximately $505,000, an increase of approximately $105,000 as compared to the year ended December 31, 2011.
Management fees to the Trading Advisors, which are paid indirectly through the Affiliated Investment Funds and are reflected within the respective net asset values of each of the Affiliated Investment Funds, for the year ended December 31, 2012 were approximately $1,309,000, an increase of approximately $11,000 as compared to the year ended December 31, 2011.
Management fees to the Managing Owner for the year ended December 31, 2012 were approximately $612,000, a decrease of approximately $149,000 as compared to the year ended December 31, 2011, primarily due to the decrease in the average net asset level discussed above.
Trading Advisor incentive fees are based on the New High Net Trading Profits generated by the Trading Advisors, as defined in the Trading Advisory Agreements between the Registrant and the Trading Advisors. Trading Advisor incentive fees, which are paid indirectly through the Affiliated Investment Funds and are reflected within the respective net asset values of each of the Affiliated Investment Funds, for the year ended December 31, 2012, were approximately $597,000.
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Administrative services fee, which is paid indirectly to ClariTy through the Affiliated Investment Funds and is reflected within the respective Net Asset Values of each of the Affiliated Investment Funds, for the year ended December 31, 2012 were approximately $312,000, a decrease of approximately $69,000 as compared to the year ended December 31, 2011, primarily due to the decrease in the average net asset level discussed above. For a further discussion of this fee, see Note 4 of Registrant’s 2012 Annual Report.
Service fees for the year ended December 31, 2012 were approximately $1,992,000, a decrease of approximately $591,000 as compared to the year ended December 31, 2011, primarily due to the decrease in the average net asset level discussed above.
Sales commissions for the year ended December 31, 2012 were approximately $1,248,000, a decrease of approximately $274,000 as compared to the year ended December 31, 2011, primarily due to the decrease in the average net asset level discussed above.
Managing Owner interest earned on investment funds for the year ended December 31, 2012 was approximately $624,000, an increase of approximately $241,000 as compared to the year ended December 31, 2011. For a further discussion of this fee, see Note 4 of the Registrant’s 2012 Annual Report.
Operating expenses were approximately $609,000 for the year ended December 31, 2012. These expenses include accounting, audit, registrar and transfer agent, tax and legal fees, as well as printing and postage costs related to reports sent to Unitholders.
Offering costs were approximately $285,000 for the year ended December 31, 2012.
Inflation
Inflation has had no material impact on the operations or on the financial condition of the Registrant from inception through December 31, 2014.
Off-Balance Sheet Arrangements and Contractual Obligations
The Registrant does not have any off-balance-sheet arrangements (as defined in Regulation S-K 303(a)(4)(ii)) that have or are reasonably likely to have a current or future effect on its financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to Unitholders.
The Registrant’s contractual obligations are with the Managing Owner, the Trading Advisors through CTA Choice and its commodity broker. Trading Advisor management fees payable by the Registrant to the Trading Advisors through CTA Choice and the Managing Owner are calculated as a fixed percentage of the Registrant’s Net Asset Value or allocated assets as defined. Incentive fees payable by the Registrant to the Trading Advisors through CTA Choice are at a fixed rate, calculated as a percentage of the Registrant’s “New High Net Trading Profits” (as defined in the Trading Advisory Agreements). As such, the Managing Owner cannot anticipate the amounts to be paid for future periods as Net Asset Values and “New High Net Trading Profits” are not known until a future date. Commissions payable to the Registrant’s commodity broker are based on a cost per executed trade and, as such, the Managing Owner cannot anticipate the amount that will be required under the brokerage agreement, as the level of executed trades are not known until a future date. These agreements are effective for one-year terms, renewable automatically for additional one-year terms unless terminated. Additionally, these agreements may be terminated by either party thereto for various reasons. Additionally, since the Registrant does not enter into other long-term debt obligations, capital lease obligations, operating lease obligations or other long-term liabilities that would otherwise be reflected on the Registrant’s statements of financial condition, a table of contractual obligations has not been presented. For a further discussion of the Registrant’s contractual obligations, see Notes 1, 3, 4, 5, 6 and 9 of Registrant’s 2014 Annual Report, which is filed as an exhibit hereto.
| ITEM 7A. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
Introduction
Past Results Not Necessarily Indicative of Future Performance
The Registrant is a speculative commodity pool. The market sensitive instruments held by it are acquired for speculative trading purposes, and substantially all of the Registrant’s assets are subject to the risk of trading loss. Unlike an operating company, the risk of market sensitive instruments is integral, not incidental, to the Registrant’s main line of business.
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Market movements result in frequent changes in the fair market value of the Registrant’s open positions and, consequently, in its earnings and cash flow. The Registrant’s market risk is influenced by a wide variety of factors, including the level and volatility of interest rates, exchange rates, equity price levels, the market value of financial instruments and contracts, the diversification effects among the Registrant’s open positions and the liquidity of the markets in which it trades.
The Registrant rapidly acquires and liquidates both long and short positions in a wide range of different markets. Consequently, it is not possible to predict how a particular futures market scenario will affect performance, and the Registrant’s past performance is not necessarily indicative of its future results.
“Value at Risk” is a measure of the maximum amount which the Registrant could reasonably be expected to lose in a given market sector. However, the inherent uncertainty of the Registrant’s speculative trading and the recurrence in the markets traded by the Registrant of market movements far exceeding expectations could result in actual trading or non-trading losses far beyond the indicated Value at Risk or the Registrant’s experience to date (i.e., “risk of ruin”). In light of the foregoing, as well as the risks and uncertainties intrinsic to all future projections, the quantification included in this section should not be considered to constitute any assurance or representation that the Registrant’s losses in any market sector will be limited to Value at Risk or by the Registrant’s attempts to manage its market risk.
Standard of Materiality
Materiality as used in this section, “Quantitative and Qualitative Disclosures About Market Risk,” is based on an assessment of reasonably possible market movements and the potential losses caused by such movements, taking into account the leverage, optionality and multiplier features of the Registrant’s market sensitive instruments.
Quantifying the Registrant’s Trading Value at Risk
Quantitative Forward-Looking Statements
The following quantitative disclosures regarding the Registrant’s market risk exposures contain “forward-looking statements” within the meaning of the safe harbor from civil liability provided for such statements by the Private Securities Litigation Reform Act of 1995 (set forth in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934. as amended (the “Exchange Act”)).
The Registrant’s risk exposure in the various market sectors traded by the Trading Advisors is quantified below in terms of Value at Risk. Due to the Registrant’s mark-to-market accounting, any loss in the fair value of the Registrant’s open positions is directly reflected in the Registrant’s earnings (realized or unrealized) and cash flow (at least in the case of exchange-traded contracts in which profits and losses on open positions are settled daily through variation margin).
Exchange maintenance margin requirements have been used by the Registrant as the measure of its Value at Risk. Maintenance margin requirements are set by exchanges to equal or exceed the maximum losses reasonably expected to be incurred in the fair value of any given contract in 95%-99% of any one-day interval. The maintenance margin levels are established by dealers and exchanges using historical price studies as well as an assessment of current market volatility (including the implied volatility of the options on a given futures contract) and economic fundamentals to provide a probabilistic estimate of the maximum expected near-term one-day price fluctuation. Maintenance margin has been used rather than the more generally available initial margin, because initial margin includes a credit risk component, which is not relevant to Value at Risk.
In the case of market sensitive instruments that are not exchange-traded (almost exclusively currencies in the case of the Registrant), the margin requirements for the approximate estimated equivalent futures positions have been used as Value at Risk. In those rare cases in which a futures-equivalent margin is not available, estimated dealers’ margins have been used.
In quantifying the Registrant’s Value at Risk, 100% positive correlation in the different positions held in each market risk category has been assumed. Consequently, the margin requirements applicable to the open contracts have simply been aggregated to determine each trading category’s aggregate Value at Risk. The diversification effects resulting from the fact that the Registrant’s positions are rarely, if ever, 100% positively correlated have not been reflected.
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The Registrant’s Trading Value at Risk in Different Market Sectors
The following table presents the trading value at risk associated with the Registrant’s open positions by market sector through its investment in Affiliated Investment Funds at December 31, 2014 and 2013. All open position trading risk exposures of the Registrant have been included in calculating the figure set forth below. At December 31, 2014 and 2013, the Registrant had total capitalizations of approximately $16 million and $51 million, respectively.
| December 31, 2014 | December 31, 2013 | |||||||||||||||
| Market Sector | Value at Risk | % of Total Capitalization | Value at Risk | % of Total Capitalization | ||||||||||||
| Interest rates | $ | 391,180 | 2.50 | % | $ | 1,985,413 | 3.93 | % | ||||||||
| Currencies | 282,542 | 1.81 | % | 1,364,856 | 2.70 | % | ||||||||||
| Commodities | 756,442 | 4.84 | % | 5,706,209 | 11.29 | % | ||||||||||
| Stock indices | 262,079 | 1.68 | % | 1,102,980 | 2.18 | % | ||||||||||
| Total | $ | 1,692,243 | 10.83 | % | $ | 10,159,458 | 20.10 | % | ||||||||
Material Limitations on Value at Risk as an Assessment of Market Risk
The notional value of the market sector instruments held by the Registrant (directly/indirectly) is typically many times the applicable maintenance margin requirement (maintenance margin requirements generally range between approximately 1% and 10% of the face value) as well as many times the total capitalization of the Registrant. The magnitude of the Registrant’s open positions creates a “risk of ruin” not typically found in most other investment vehicles. Because of the size of its positions, certain market conditions, although unusual, but historically recurring from time to time, could cause the Registrant to incur severe losses over a short period of time. The foregoing Value at Risk table, as well as the past performance of the Registrant give no indication of this “risk of ruin.”
Non-Trading Risk
The Registrant has non-trading market risk on its foreign cash balances not needed for margin. However, these balances (as well as any market risk they represent) are immaterial.
Qualitative Disclosures Regarding Primary Trading Risk Exposures
The following qualitative disclosures regarding the Registrant’s market risk exposures—except for (i) those disclosures that are statements of historical fact and (ii) the descriptions of how the Registrant manages its primary market risk exposures—constitute forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act.
The Registrant’s primary market risk exposures as well as the strategies used and to be used by the Managing Owner and the Trading Advisors for managing such exposures are subject to numerous uncertainties, contingencies and risks are one of which could cause the actual results of the Registrant’s risk controls to differ materially from the objectives of such strategies. Government interventions, defaults and expropriations, illiquid markets the emergence of dominant fundamental factors, political upheavals, changes in historical price relationships, an influx of new market participants, increased regulation and many other factors could result in material losses as well as in material changes to the risk exposures and the risk management strategies of the Registrant. There can be no assurance that the Registrant’s current market exposure and/or risk management strategies will not change materially or that any such strategies will be effective in either the short- or long-term. Unitholders must be prepared to lose all or substantially all of their investment in the Registrant.
Based on the trading value at risk during the year ended December 31, 2014, the Registrant experienced a net decrease of 9.27% in its value at risk of 10.83%, relative to capitalization levels, as compared with the trading value at risk of 20.10% at December 31, 2013. The decrease occurred in all sectors. The value at risk in commodities sector decreased the most, followed by a decrease in the interest rate sector.
Qualitative Disclosures Regarding Means of Managing Risk Exposure
The means by which the Managing Owner and the Trading Advisors through CTA Choice attempt to manage the risk of the Registrant’s open positions is essentially the same in all market categories traded.
The Trading Advisors attempt to minimize market risk exposure by applying their own risk management trading policies that include the diversification of trading assets into various market sectors. Additionally, the Managing Owner’s oversight committee is responsible for evaluating and overseeing the Trading Advisors’ trading policies. The oversight committee meets periodically to discuss and analyze issues such as liquidity, position size, capacity, performance cycles, and new product and market strategies.
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The Managing Owner attempts to minimize market risk exposure by requiring the Trading Advisors to abide by various trading limitations and policies. The Managing Owner monitors compliance with these trading limitations and policies which include, but are not limited to, limiting the amount of margin or premium required for any one commodity or all commodities combined and generally limiting transactions to contracts which are traded in sufficient volume to permit the taking and liquidating of positions. Additionally, the Managing Owner shall automatically terminate the Trading Advisors through CTA Choice if the Net Asset Value of the Registrant declines by 40% during any year or since the commencement of trading activities. Furthermore, the Trust Agreement provides that the Registrant will liquidate its positions, and eventually dissolve, if the Registrant experiences a decline in the Net Asset Value of 50% in any year or since the commencement of trading activities. In each case, the decline in Net Asset Value is after giving effect for contributions, distributions and redemptions. The Managing Owner may impose additional restrictions (through modifications of such trading limitations and policies) upon the trading activities of the Trading Advisors as it, in good faith, deems to be in the best interest of the Registrant.
Qualitative Disclosures Regarding Non-Trading Risk Exposures
As of December 31, 2014, the Registrant did not have any non-trading market risk as its cash balances were all in USD.
| ITEM 8. | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA |
The financial statements are incorporated by reference to pages 2 through 21 of the Registrant’s 2014 Annual Report, which is filed as an exhibit hereto.
Selected unaudited quarterly financial data for the years ended December 31, 2014 and 2013 are summarized below:
| First | Second | Third | Fourth | |||||||||||||
| Quarter | Quarter | Quarter | Quarter | |||||||||||||
| 2014 | ||||||||||||||||
| Total revenues (losses) (including interest) | $ | 3,915,144 | $ | 171,812 | $ | 1,600,709 | $ | 42,357 | ||||||||
| Total revenues (losses) (including interest) less commissions | $ | 3,915,144 | $ | 171,812 | $ | 1,600,709 | $ | 42,357 | ||||||||
| Net (loss) income | $ | 4,445,704 | $ | 172,097 | $ | 1,379,404 | $ | 172,893 | ||||||||
| Net (loss) income per weighted average | ||||||||||||||||
| Unit – Class I | $ | 10.74 | $ | 0.78 | $ | 7.19 | $ | 1 | ||||||||
| Net (loss) income per weighted average | ||||||||||||||||
| Unit – Class II | $ | 11.76 | $ | 0.24 | $ | 8.72 | $ | 0.61 | ||||||||
| First | Second | Third | Fourth | |||||||||||||
| Quarter | Quarter | Quarter | Quarter | |||||||||||||
| 2013 | ||||||||||||||||
| Total revenues (losses) (including interest) | $ | 975,535 | $ | 4,896,993 | $ | 1,827,396 | $ | 2,189,054 | ||||||||
| Total revenues (losses) (including interest) less commissions | $ | 975,535 | $ | 4,896,993 | $ | 1,827,396 | $ | 2,189,054 | ||||||||
| Net (loss) income | $ | 2,031,016 | $ | 5,857,263 | $ | 2,618,974 | $ | 1,590,243 | ||||||||
| Net (loss) income per weighted average | ||||||||||||||||
| Unit – Class I | $ | 2.31 | $ | 7.26 | $ | 3.69 | $ | 2.55 | ||||||||
| Net (loss) income per weighted average | ||||||||||||||||
| Unit – Class II | $ | 2.05 | $ | 7.53 | $ | 3.63 | $ | 3.45 | ||||||||
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Net (loss) income per weighted average Unit as disclosed above for each applicable quarter is calculated as the weighted average number of Units per Class outstanding at quarter end, adjusted proportionately for Units subscribed and redeemed based on their respective time outstanding during the quarter, divided by net income (loss) during the quarter for the applicable Class.
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 |
Evaluation of Disclosure Controls and Procedures
The Registrant’s “disclosure controls and procedures” (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) are designed to ensure that information required to be disclosed by the Registrant in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to the Registrant’s management, including the Managing Owner’s President and Chief Operating Officer and Chief Compliance Officer (who, in these capacities, function as the Principal Executive Officers and Principal Financial Accounting/Officer, respectively, of the Registrant), as appropriate to allow for timely decisions regarding required disclosure.
In designing and evaluating the Registrant’s disclosure controls and procedures, the Managing Owner recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs. Because of the inherent limitations in all control systems, no evaluation of the controls can prove absolute assurance that all control issues and instances of fraud, if any, within the Registrant have been detected.
The Managing Owner’s management, under the supervision and with the participation of certain officers of the Managing Owner (including the Managing Owner’s President and Chief Operating Officer and Chief Compliance Officer), has evaluated the effectiveness of the Registrant’s disclosure controls and procedures as of December 31, 2014. Based upon such evaluation, the Managing Owner’s President and Chief Operating Officer and Chief Compliance Officer have concluded that, as of December 31, 2014, the Registrant’s disclosure controls and procedures were effective.
Management’s Report on Internal Control Over Financial Reporting
The Registrant’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Under the supervision and with the participation of Registrant’s management, including the Managing Owner’s President and Chief Operating Officer, the Registrant conducted an evaluation of the effectiveness of its internal control over financial reporting as of December 31, 2014 based on the framework in “Internal Control – Integrated Framework” issued in 1992 by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on the evaluation under the framework in “Internal Control – Integrated Framework” issued in 1992 by COSO, the Managing Owner concluded that the Registrant’s internal controls over financial reporting were effective as of December 31, 2014.
There are inherent limitations in the effectiveness of any internal control system, including the possibility of human error and the circumvention of overriding controls. Because of these inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Accordingly, even effective internal control over financial reporting can provide only reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of the effectiveness of internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
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Attestation Report of the Registered Public Accounting Firm
The Registrant’s 2014 Annual Report does not include an attestation report of the Registrant’s independent registered public accounting firm regarding the Registrant’s internal control over financial reporting. Management’s report was not subject to attestation by the Registrant’s independent registered public accounting firm pursuant to rules of the SEC that permit the Registrant to provide only management’s report in the Registrant’s 2014 Annual Report.
Changes in Internal Control Over Financial Reporting
There have been no changes in the Registrant’s internal control over financial reporting (as defined in Rules 13a - 15(f) and 15d - 15(f) under the Exchange Act) during the fourth quarter of 2014 that have materially affected, or are reasonably likely to materially affect, the Registrant’s internal control over financial reporting.
| ITEM 9B. | OTHER INFORMATION |
None
| ITEM 10. | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE |
The Registrant had no directors or executive officers. The Registrant is managed by the Managing Owner. The directors and executive officers of the Managing Owner are as follows:
Jim Parrish has been listed as a principal and is the President of the Managing Owner, Kenmar Global Investment Management, LLC (“KGIM”) and ClariTy Managed Account & Analytics Platform, LLC (“ClariTy”); Mr. Parrish has responsibility for various credit, volatility, futures, FX and equity investment strategies. Mr. Parrish has been investing in hedge funds, private equity and other alternative investments for over 25 years. Other responsibilities include serving as Managing Partner of a boutique risk advisory business where he provides guidance on mergers, acquisitions and corporate restructurings, including expert witness services for credit related matters. Earlier he was the CEO of a risk management firm that was sold to a major financial services firm. Mr. Parrish’s career in financial services began at Salomon Brothers in mortgage securities, then Moody’s Investors Service where he worked for 14 years holding global analytic and executive positions in Mortgage & Asset Backed Securities, Financial Institutions, Corporate Finance and Quantitative Risk Management. He has worked with hundreds of companies on capital issues amounting to more than one trillion dollars of securities, including expert testimony before juries and regulatory bodies globally. Mr. Parrish received his BA at Shepherd College and an MBA in Finance from The George Washington University. He holds a certificate in Mergers & Acquisitions from UCLA and a certificate in French Studies from the University of Bourgogne.
Kenneth A. Shewer has been listed as a principal registered as an associated person and has been an NFA associate member of the Managing Owner since February 8, 1984, May 1, 1985 and August 1, 1985, respectively. He is the Chairman & Chief Investment Officer of the Managing Owner. Mr. Shewer has in the past been the Chairman and Co-Chief Executive Officer of KGIM, an investment management firm, since its inception in October 2005, and has been listed as a principal, registered as an associated person and has been an NFA associate member since December 12, 2005. Mr. Shewer is also Chairman and Chief Investment Officer of ClariTy, an investment management firm, since its inception in May 2009, and has been listed as a principal, registered as an associated person and has been an NFA associate member since June 9, 2009, June 10, 2009 and June 24, 2009, respectively. Mr. Shewer graduated from Syracuse University with a B.S. degree in 1975. Mr. Shewer is a founding member and member of the Board of the Greenwich Roundtable.
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Peter J. Fell has been Senior Vice President and Director of Due Diligence since joining the Managing Owner in September 2004. He has been listed as a principal of the Managing Owner since February 6, 2007. Mr. Fell has been Senior Vice President and Director of Due Diligence of KGIM, an investment management firm, since its inception in October 2005, and has been listed as a principal since February 6, 2007. Mr. Fell has been Senior Vice President and Director of Due Diligence of ClariTy, an investment management firm, since its inception in May 2009, and has been listed as a principal since June 9, 2009. Mr. Fell holds an A.B. cum laude in Music Theory and History and an M.B.A. in Finance from Columbia University.
Melissa Cohn is the Director Liquid Strategies Research of the Managing Owner, KGIM & ClariTy. She has been registered as an associated person and has been an NFA associate member of the Managing Owner since November 9, 1988 and October 20, 1988. Ms. Cohn was previously Senior Vice President of Research of the Managing Owner, KGIM and ClariTy, since January 2010 and Vice President, Managing Director and Senior Research Analyst since its inception in October 2005. Her responsibilities include manager due diligence, manager analysis, and portfolio/risk management.
Ms. Cohn is a member of the Managing Owner’s Investment Committee. Ms. Cohn graduated from the University of Wisconsin Madison with a B.S. in Agriculture in 1982.
David K. Spohr has been the Chief Compliance Officer of the Managing Owner, KGIM and ClariTy, since October 2013 and the Chief Operating Officer of the Managing Owner, KGIM and Clarity, since April 2014. Prior to that Mr. Spohr was Senior Vice President and Director of Fund Administration of the Managing Owner since November 2006, Vice President and Director of Fund Administration of the Managing Owner from March 2005 to October 2006, and has been listed as a principal of the Managing Owner since May 7, 2007 and registered as an associated person of the Managing Owner since December 21, 2010. Mr. Spohr is also the Chief Executive Office and Chief Compliance Officer of Kenmar Securities, LLC.
He is responsible for the development and execution of operational infrastructure and compliance responsibilities.
From June 2002 to March 2005, Mr. Spohr was a Vice President at Safra Group, a firm engaged in banking, brokerage and asset management activities, where he was responsible for the Alternative Investment accounting and operations, valuation oversight and tax reporting.
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.
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 Units (“Ten Percent Owners”) are required to report their initial ownership of Units and any subsequent changes in that ownership to 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. 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.
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Code of Professional Conduct
The Managing Owner has adopted a Code of Professional Conduct for its President and Chief Operating Officer (who, in these capacities, function as the Principal Executive Officer and Principal Financial/Accounting Officer, respectively, of the Registrant), accounting managers and persons performing similar functions. A copy of the Code of Professional Conduct is attached as an exhibit hereto.
Audit Committee Financial Expert
The Registrant itself does not have any employees. Kenmar Preferred Investments, LLC serves as Managing Owner of the Registrant. The Board of Directors of the Managing Owner has delegated audit committee responsibilities to the Internal Controls and Disclosure Committee. David K. Spohr is the Managing Owner’s Chief Operating Officer (and, in that capacity, functions as the Registrant’s Principal Financial/Accounting Officer), is a member of the Internal Controls and Disclosure Committee, and serves as the “audit committee financial expert” for the Registrant. Mr. Spohr is not independent of management.
| ITEM 11. | EXECUTIVE COMPENSATION |
The Registrant does not itself have any officers, directors or employees. The Registrant pays management fees to the Managing Owner. The managing officers of the Managing Owner are remunerated by the Managing Owner in their respective positions.
The managing officers receive no “other compensation” from the Registrant. There are no compensation plans or arrangements relating to a change in control of either the Registrant or the Managing Owner.
| ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS |
As of March 1, 2015, Kenmar Preferred owns 0 Managing Owner Units.
As of March 1, 2015, the following person beneficially owned more than five percent (5%) of the outstanding Limited Units of Series J, Class I issued by the Registrant.
| Investor | Units | % Ownership of Class/Series | ||||||
| Raymond M. Craig III Revocable Living Trust UAD 4/24/09 | 69,675.1320 | 43.26 | % | |||||
As of March 1, 2015, the following person beneficially owned more than five percent (5%) of the outstanding Limited Units of Series J, Class II issued by the Registrant.
| Investor | Units | % Ownership of Class/Series | ||||||
| Pamela Hamlin Jefferies | 2,447.9725 | 28.98 | % | |||||
| J Timothy Camp (IRA) | 632.3866 | 7.49 | % | |||||
| Angelo Pignataro | 439.5365 | 5.20 | % | |||||
| 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.
Kenmar Preferred Investments, LLC serves as the Registrant’s Managing Owner. The Registrant will pay to the Managing Owner in advance a monthly management fee equal to 1/12th of 0.5% (0.5% per annum) of the Net Asset Value of the Registrant as of the beginning of each month.
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The Registrant pays a monthly administrative services fee indirectly to ClariTy through its investment in Affiliated Investment Funds based on their respective beginning of month Allocated Assets.
The Registrant reimburses the Managing Owner on a quarterly basis for certain legal, accounting, administrative, and registrar and transfer agent work performed by certain of the Managing Owner’s personnel for and on behalf of the Registrant. The amount reimbursed is based on (i) the number of hours devoted by the Managing Owner’s personnel for and on behalf of the Registrant and (ii) a commercially reasonable rate for such personnel. For the years ended December 31, 2014, 2013 and 2012, the Registrant reimbursed the Managing Owner $141,527, $198,657 and $216,180 respectively, for all related party services provided by the Managing Owner’s personnel on behalf of the Registrant.
Director Independence
David K. Spohr is Kenmar Preferred’s Chief Operating Officer (and, in that capacity, functions as the Registrant’s Principal Financial/Accounting Officer), is a member of the Internal Controls and Disclosure Committee, and serves as the audit committee financial expert for the Registrant. Mr. Spohr is not independent of management.
| ITEM 14. | PRINCIPAL ACCOUNTING FEES AND SERVICES |
The Registrant’s principal accountant since October 15, 2007 has been EisnerAmper LLP (“EisnerAmper”). We have been advised by EisnerAmper that neither the firm, nor any member of the firm, has any financial interest, direct or indirect, in any capacity in the Registrant or its affiliates.
(a) Audit Fees
Fees for audit services performed by EisnerAmper totaled approximately $72,000 and $159,000 for 2014 and 2013, respectively, including fees associated with the reviews of the Registrant’s quarterly reports on Form 10-Q.
(b) Audit-Related Fees
The audit-related fees billed to the Registrant by EisnerAmper totaled approximately $0 and $0 for 2014 and 2013, respectively.
(c) Tax Fees
Fees for tax services performed by Arthur Bell totaled approximately $14,000 and $21,000 for 2014 and 2013, respectively.
(d) All Other Fees
The other fees billed to the Registrant by EisnerAmper for 2014 and 2013 totaled $0.
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| Exhibit Number |
Description of Document |
| 3.1 | Fifth Amended and Restated Declaration of Trust Agreement of World Monitor Trust III dated June 30, 2010 (incorporated by reference to Exhibit 13.1 to the Registrant’s annual report on Form 10-K for the year ended December 31, 2009) |
| 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 of the Managing Owner dated December 2010 (incorporated by reference to Exhibit 4.4 to the Registrant’s annual report on Form 10-K for the year ended December 31, 2010) |
| 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) |
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| 10.2 | Form of Advisory Agreement among WMT III Series G/J Trading Vehicle LLC, the Managing Owner and Graham Capital Management, L.P. (incorporated by reference to Exhibit 10.2 to the Trust’s Pre-Effective Amendment No. 2 on S-1 Registration Statement, File No. 333-119612, filed with the Commission on March 14, 2005) |
| 10.3 | Form of Advisory Agreement among World Monitor Trust III – Series J, the Managing Owner and Eagle Trading Systems Inc. (incorporated by reference to Exhibit 10.3 to the Trust’s Post-Effective Amendment No. 6 to Form S-1 Registration Statement, File No. 333-119612, filed with the Commission on April 10, 2007) |
| 10.4 | Form of Advisory Agreement among World Monitor Trust III – Series J, the Managing Owner and Ortus Capital Management (Cayman) Limited (incorporated by reference to Exhibit 10.4 to the Trust’s Post-Effective Amendment No. 8 to Form S-1 Registration Statement, File No. 333-119612, filed with the Commission on April 25, 2007) |
| 10.5 | Form of Customer Agreement between the WMT III Series G/J Trading Vehicle LLC and UBS Securities LLC (incorporated by reference to Exhibit 10.5 to the Trust’s Pre-Effective Amendment No. 2 on S-1 Registration Statement, File No. 333-119612, filed with the Commission on March 14, 2005) |
| 10.6 | Form of Customer Agreement between the World Monitor Trust III – Series J and UBS Securities LLC (incorporated by reference to Exhibit 10.6 to the Trust’s Post-Effective Amendment No. 6 to Form S-1 Registration Statement, File No. 333-119612, filed with the Commission on April 10, 2007) |
| 10.7 | Form of FX Prime Brokerage Agreement between UBS AG and WMT III Series G/J Trading Vehicle LLC (incorporated by reference to Exhibit 10.7 to the Trust’s Post-Effective Amendment No. 6 to Form S-1 Registration Statement, File No. 333-119612, filed with the Commission on April 10, 2007) |
| 10.8 | Form of ISDA Master Agreement between UBS AG and WMT III Series G/J Trading Vehicle LLC, Schedule to ISDA Master Agreement and Credit Support Annex to Schedule (incorporated by reference to Exhibit 10.8 to the Trust’s Post-Effective Amendment No. 6 to Form S-1 Registration Statement, File No. 333-119612, filed with the Commission on April 10, 2007) |
| 10.9 | Form of FX Prime Brokerage Agreement between UBS AG and World Monitor Trust III – Series J (incorporated by reference to Exhibit 10.9 to the Trust’s Post-Effective Amendment No. 8 to Form S-1 Registration Statement, File No. 333-119612, filed with the Commission on April 25, 2007) |
| 10.10 | Form of ISDA Master Agreement between UBS AG and World Monitor Trust III – Series J, Schedule to ISDA Master Agreement and Credit Support Annex to Schedule (incorporated by reference to Exhibit 10.10 to the Trust’s Post-Effective Amendment No. 8 to Form S-1 Registration Statement, File No. 333-119612, filed with the Commission on April 25, 2007) |
| 10.11 | WMT III Series G/J Trading Vehicle LLC Organization Agreement (incorporated by reference to Exhibit 1.1 to the Trust’s Post-Effective Amendment No. 6 to Form S-1 Registration Statement, File No. 333-119612, filed with the Commission on April 10, 2007) |
| 10.12 | Form of Advisory Agreement among World Monitor Trust III – Series J, the Managing Owner and Graham Capital Management, L.P. (incorporated by reference to Exhibit 10.12 to the Registrant’s annual report on Form 10-K for the year ended December 31, 2007) |
| 10.13 | Form of Services Agreement among World Monitor Trust III – Series J, the Managing Owner and Spectrum Global Fund Administration, L.L.C. (incorporated by reference to Exhibit 10.13 to the Registrant’s annual report on Form 10-K for the year ended December 31, 2007) |
| 10.14 | Advisory Agreement dated March 24, 2010 by and among, World Monitor Trust III – Series J, Kenmar Preferred Investments Corp. and Tudor Investment Corporation (incorporated by reference to Exhibit 10.9 to the Registrant’s Form 8-K, File No. 000-51651, filed with the Commission on March 26, 2010) |
| 10.15 | Advisory Agreement dated March 24, 2010 by and among, World Monitor Trust III – Series J, Kenmar Preferred Investments Corp. and Paskewitz Asset Management, LLC (incorporated by reference to Exhibit 10.10 to the Registrant’s Form 8-K, File No. 000-51651, filed with the Commission on March 26, 2010) |
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| 10.16 | Amendment No. 1 dated September 29, 2010, with an effective date of October 1, 2010, to the Advisory Agreement dated November 28, 2008, by and among, World Monitor Trust III – Series J, Kenmar Preferred Investments Corp. and Eagle Trading Systems Inc. (incorporated by reference to Exhibit 10.16 to the Registrant’s Form 8-K, File No. 000-51651, filed with the Commission on October 1, 2010) |
| 10.17 | Amendment No. 1 dated September 29, 2010, with an effective date of October 1, 2010, to the Advisory Agreement dated November 28, 2008, by and among, World Monitor Trust III – Series J, Kenmar Preferred Investments Corp. and Graham Capital Management, L.P. (incorporated by reference to Exhibit 10.17 to the Registrant’s Form 8-K, File No. 000-51651, filed with the Commission on October 1, 2010) |
| 10.18 | Amendment No. 1 dated September 29, 2010, with an effective date of October 1, 2010, to the Advisory Agreement dated July 1, 2009, by and among, World Monitor Trust III – Series J, Kenmar Preferred Investments Corp. and Krom River Investment Management (Cayman) Limited and Krom River Trading AG (incorporated by reference to Exhibit 10.18 to the Registrant’s Form 8-K, File No. 000-51651, filed with the Commission on October 1, 2010) |
| 10.19 | Amendment No. 1 dated September 29, 2010, with an effective date of October 1, 2010, to the Advisory Agreement dated March 24, 2010 by and among, World Monitor Trust III – Series J, Kenmar Preferred Investments Corp. and Paskewitz Asset Management, LLC (incorporated by reference to Exhibit 10.19 to the Registrant’s Form 8-K, File No. 000-5161, filed with the Commission on October 1, 2010) |
| 10.20 | Amendment No. 1 dated September 29, 2010, with an effective date of January 1, 2011, to the Advisory Agreement dated May 28, 2009, by and among, World Monitor Trust III – Series J, Kenmar Preferred Investments Corp. and Ortus Capital Management Limited (incorporated by reference to Exhibit 10.20 to the Registrant’s Form 8-K, File No. 000-5161, filed with the Commission on October 1, 2010) |
| 10.21 | Administrative Services Agreement entered into as of January 27, 2011, by and among GlobeOp Financial Services LLC and World Monitor Trust III – Series J (incorporated by reference to Exhibit 10.21 to the Registrant’s Form 10-Q, filed with the Commission on August 15, 2011) |
| 10.22 | Middle/Back Office Services Agreement entered into as of January 27, 2011, by and between GlobeOp Financial Services LLC, World Monitor Trust III – Series J and Kenmar Preferred Investments Corp. (incorporated by reference to Exhibit 10.22 to the Registrant’s Form 10-Q, filed with the Commission on August 15, 2011) |
| 14.1 | Kenmar Preferred Investments Corp. Code of Ethics (adopted pursuant to Section 406 of Sarbanes Oxley Act of 2002) as of November 29, 2011 (incorporated by reference to Exhibit 14.1 to the Registrant’s annual report to Form 10-K for the year ended December 31, 2011) |
| 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) |
| 99.1 | Notice to Unitholders regarding certain changes to the ownership and structure of the Registrant’s underlying managers (incorporated by reference to Exhibit 99.1 to the Registrant’s Form 8-K, File No. 000-51651, filed with the Commission on January 4, 2012) |
| 99.2 | Notice to Unitholders regarding certain changes to the ownership and structure of the Registrant’s underlying managers (incorporated by reference to Exhibit 99.1 to the Registrant’s Form 8-K, File No. 000-51651, filed with the Commission on August 17, 2012) |
| 99.3 | Notice to Unitholders regarding certain changes to the ownership and structure of the Registrant’s underlying managers (incorporated by reference to Exhibit 99.1 to the Registrant’s Form 8-K, File No. 000-51651, filed with the Commission on December 6, 2012) |
| 51 |
| 99.4 | Notice to Unitholders regarding certain changes to the ownership and structure of the Registrant’s underlying managers (incorporated by reference to Exhibit 99.1 to the Registrant’s Form 8-K, File No. 000-51651, filed with the Commission on May 6, 2013) |
| 99.5 | Notice to Unitholders regarding certain changes to the ownership and structure of the Registrant’s underlying managers (incorporated by reference to Exhibit 99.1 to the Registrant’s Form 8-K, File No. 000-51651, filed with the Commission on September 3, 2013) |
| 99.6 | Notice to Unitholders regarding certain changes to the ownership and structure of the Registrant’s underlying managers (incorporated by reference to Exhibit 99.1 to the Registrant’s Form 8-K, File No. 000-51651, filed with the Commission on September 3, 2013) |
| 101.INS | XBRL Instance Document |
| 101.SCH | XBRL Taxonomy Extension Schema Document |
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document |
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document |
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document |
In accordance with Rule 406T of Regulation S-T, the XBRL related information in Exhibit 101 to the Annual Report on Form 10-K shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be part of any registration statement or other document filed under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
[Remainder of page left blank intentionally.]
| 52 |
WORLD MONITOR TRUST III – SERIES J
ANNUAL REPORT
December 31, 2014
| 53 |
WORLD MONITOR TRUST III – SERIES J
______________________
TABLE OF CONTENTS
______________________
| PAGES | |
| Report of Independent Registered Public Accounting Firm – EisnerAmper LLP | 1 |
| Financial Statements | |
| Statements of Financial Condition | 2 |
| Condensed Schedules of Investments | 3 |
| Statements of Operations | 4 |
| Statements of Changes in Unitholders’ Capital | 5 |
| Notes to Financial Statements | 6 – 22 |
| 54 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Managing Owner and Unitholders of
World Monitor Trust III - Series J
We have audited the accompanying statements of financial condition, including the condensed schedules of investments, of World Monitor Trust III - Series J ("Series J") as of December 31, 2014 and 2013, and the related statements of operations and changes in unitholders’ capital for each of the years in the three-year period ended December 31, 2014. The financial statements are the responsibility of Series J'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 Company 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 Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of World Monitor Trust III - Series J at December 31, 2014 and 2013, and the results of its operations for each of the years in the three-year period ended December 31, 2014, in conformity with accounting principles generally accepted in the United States of America.
/s/ EisnerAmper LLP
New York, New York
March 17, 2015
1
| 55 |
WORLD MONITOR TRUST III – SERIES J
STATEMENTS OF FINANCIAL CONDITION
December 31, 2014 and 2013
__________________
| 2014 | 2013 | |||||||
| ASSETS | ||||||||
| Cash and cash equivalents (see Note 2) | $ | 987,552 | $ | 8,122,265 | ||||
| Due from affiliated investment funds | 759,845 | 0 | ||||||
| Investment in securities, at fair value (cost $10,296,827 and $36,419,914 at December 31, 2014 and 2013, respectively) | 10,187,034 | 36,141,750 | ||||||
| Investment in Affiliated Investment Funds, at fair value (cost $3,965,279 and $11,482,083 at December 31, 2014 and 2013, respectively) (see Note 7) | 4,083,278 | 12,249,728 | ||||||
| Total assets | $ | 16,017,709 | $ | 56,513,743 | ||||
| LIABILITIES | ||||||||
| Accrued expenses payable | $ | 115,573 | $ | 177,954 | ||||
| Offering costs payable | 0 | 12,419 | ||||||
| Service fees payable (see Note 5) | 25,659 | 86,619 | ||||||
| Redemptions payable | 231,883 | 5,716,893 | ||||||
| Total liabilities | 373,115 | 5,993,885 | ||||||
| UNITHOLDERS’ CAPITAL (Net Asset Value) | ||||||||
| Class I Units: | ||||||||
| Unitholders’ Units – 164,636.168 and 489,671.166 Units outstanding at December 31, 2014 and 2013, respectively | 14,707,477 | 45,929,534 | ||||||
| Class II Units: | ||||||||
| Unitholders’ Units – 9,103.868 and 43,291.800 Units outstanding at December 31, 2014 and 2013, respectively | 937,117 | 4,590,324 | ||||||
| Total Unitholders’ capital (Net Asset Value) | 15,644,594 | 50,519,858 | ||||||
| Total liabilities and Unitholders’ capital | $ | 16,017,709 | $ | 56,513,743 | ||||
| NET ASSET VALUE PER UNIT | ||||||||
| Class I | $ | 89.33 | $ | 93.80 | ||||
| Class II | $ | 102.94 | $ | 106.03 | ||||
See accompanying notes.
2
| 56 |
WORLD MONITOR TRUST III – SERIES J
CONDENSED SCHEDULES OF INVESTMENTS
December 31, 2014 and 2013
__________________
| 2014 | 2013 | |||||||||||||||
|
Fair Value as a % of Unitholders’ Capital | Fair Value |
Fair Value as a % of Unitholders’ Capital | Fair Value | |||||||||||||
Investment in securities: | ||||||||||||||||
| Publicly-traded mutual funds: | ||||||||||||||||
| JP Morgan Short Duration Bond (shares 0.000 and 1,107,398.277 at December 31, 2014 and 2013, respectively)* | 0.00 | % | $ | 0 | 23.87 | % | $ | 12,059,567 | ||||||||
| JP Morgan Short Duration Bond - Select (shares 312,875.606 and 0.000 at December 31, 2014 and 2013, respectively)* | 21.72 | % | 3,397,829 | 0.00 | % | 0 | ||||||||||
| Fidelity Instl Shrt-Interm Govt (shares 339,400.918 and 1,202,857.728 at December 31 2014 and 2013, respectively) | 21.74 | % | 3,400,797 | 23.79 | % | 12,016,549 | ||||||||||
| T. Rowe Price Short-Term Fund (shares 713,349.067 and 2,518,921.488 at December 31, 2014 and 2013, respectively) | 21.66 | % | 3,388,408 | 23.88 | % | 12,065,634 | ||||||||||
| Total investment in securities (cost $10,296,827 and $36,419,914 at December 31, 2014 and 2013, respectively) | 65.12 | % | $ | 10,187,034 | 71.54 | % | $ | 36,141,750 | ||||||||
| Investment in Affiliated Investment Funds: | ||||||||||||||||
| CTA Choice ELL | 10.49 | % | $ | 1,641,628 | 6.95 | % | $ | 3,510,668 | ||||||||
| CTA Choice RDOK | 6.31 | % | 986,764 | 4.37 | % | 2,208,911 | ||||||||||
| Other investment in Affiliated Investment Funds | 9.30 | % | 1,454,886 | 12.93 | % | 6,530,149 | ||||||||||
| Total investment in Affiliated Investment Funds (cost $3,965,279 and $11,482,083 at December 31, 2014 and 2013, respectively) | 26.10 | % | $ | 4,083,278 | 24.25 | % | $ | 12,249,728 | ||||||||
* On February 14, 2014, shares from JP Morgan Short Duration Bond were transferred to JP Morgan Short Duration Bond - Select
See accompanying notes.
3
| 57 |
WORLD MONITOR TRUST III – SERIES J
For the Years Ended December 31, 2014, 2013 and 2012
__________________
| 2014 | 2013 | 2012 | ||||||||||
| INVESTMENT INCOME | ||||||||||||
| Interest income | $ | 915 | $ | 2,596 | $ | 10,187 | ||||||
| Dividend income | 165,426 | 585,439 | 1,206,234 | |||||||||
| Total investment income | 166,341 | 588,035 | 1,216,421 | |||||||||
| EXPENSES | ||||||||||||
| Interest expense | 0 | 0 | 1,440 | |||||||||
| Management fees to Managing Owner | 116,999 | 377,219 | 611,512 | |||||||||
| Managing Owner interest earned on Certain Investment Funds (see Note 4) | 106,501 | 142,048 | 624,207 | |||||||||
| Service fees - Class I Units (see Note 5) | 415,586 | 1,358,264 | 1,991,521 | |||||||||
| Sales commission | 236,991 | 765,539 | 1,248,414 | |||||||||
| Offering costs | 59,072 | 211,785 | 285,112 | |||||||||
| Operating expenses | 375,875 | 551,285 | 608,703 | |||||||||
| Total expenses | 1,311,024 | 3,406,140 | 5,370,909 | |||||||||
| Net investment loss | (1,144,683 | ) | (2,818,105 | ) | (4,154,488 | ) | ||||||
| REALIZED AND UNREALIZED GAIN OR (LOSS) ON INVESTMENTS | ||||||||||||
| Net realized (loss) gain | (133,338 | ) | (63,290 | ) | 172,364 | |||||||
| Net change in unrealized appreciation/depreciation | 168,371 | (495,558 | ) | 217,394 | ||||||||
| Net gain (loss) from trading | 35,033 | (558,848 | ) | 389,758 | ||||||||
| Net realized loss on investment in Affiliated Investment Funds | (1,651,994 | ) | (7,513,245 | ) | (8,820,704 | ) | ||||||
| Net change in unrealized depreciation/appreciation on investment in Affiliated Investment Funds | (649,646 | ) | 1,973,188 | (1,011,794 | ) | |||||||
| Net loss from investment in Affiliated Investment Funds | (2,301,640 | ) | (5,540,057 | ) | (9,832,498 | ) | ||||||
| NET LOSS | $ | (3,411,290 | ) | $ | (8,917,010 | ) | $ | (13,597,228 | ) | |||
| NET LOSS PER WEIGHTED AVERAGE UNITHOLDER | ||||||||||||
| Net loss per weighted average Unitholder | ||||||||||||
| Class I | $ | (12.94 | ) | $ | (11.94 | ) | $ | (12.75 | ) | |||
| Class II | $ | (15.47 | ) | $ | (11.26 | ) | $ | (11.43 | ) | |||
| Weighted average number of Units outstanding - Class I | 242,375.918 | 680,773.228 | 961,938.536 | |||||||||
| Weighted average number of Units outstanding - Class II | 17,777.410 | 70,165.167 | 116,851.203 | |||||||||
See accompanying notes.
4
| 58 |
WORLD MONITOR TRUST III – SERIES J
STATEMENTS OF CHANGES IN UNITHOLDERS’ CAPITAL
For the Years Ended December 31, 2014, 2013 and 2012
__________________
| Class I | Class II | |||||||||||||||||||||||
| Unitholders | Unitholders | Total | ||||||||||||||||||||||
| Units | Amount | Units | Amount | Units | Amount | |||||||||||||||||||
| Unitholders’ capital at December 31, 2011 | 1,074,594.786 | $ | 126,022,812 | 145,147.530 | $ | 18,520,578 | 1,219,742.316 | $ | 144,543,390 | |||||||||||||||
| Additions | 15,976.621 | 1,864,200 | 2,524.261 | 314,000 | 18,500.882 | 2,178,200 | ||||||||||||||||||
| Redemptions | (261,741.658 | ) | (29,026,932 | ) | (55,486.886 | ) | (6,862,025 | ) | (317,228.544 | ) | (35,888,957 | ) | ||||||||||||
| Transfers | (4,832.852 | ) | (540,005 | ) | 4,388.311 | 540,005 | (444.541 | ) | 0 | |||||||||||||||
| Net loss | (12,261,676 | ) | (1,335,552 | ) | (13,597,228 | ) | ||||||||||||||||||
| Unitholders’ capital at December 31, 2012 | 823,996.897 | 86,058,399 | 96,573.216 | 11,177,006 | 920,570.113 | 97,235,405 | ||||||||||||||||||
| Additions | 17,682.560 | 1,769,679 | 1,457.357 | 164,000 | 19,139.917 | 1,933,679 | ||||||||||||||||||
| Redemptions | (352,008.291 | ) | (33,771,323 | ) | (54,738.773 | ) | (5,960,893 | ) | (406,747.064 | ) | (39,732,216 | ) | ||||||||||||
| Net loss | (8,127,221 | ) | (789,789) | (8,917,010 | ) | |||||||||||||||||||
| Unitholders’ capital at December 31, 2013 | 489,671.166 | 45,929,534 | 43,291.800 | 4,590,324 | 532,962.966 | 50,519,858 | ||||||||||||||||||
| Additions | 0.000 | 0 | 0.000 | 0 | 0.000 | 0 | ||||||||||||||||||
| Redemptions | (325,034.998 | ) | (28,085,771 | ) | (34,187.932 | ) | (3,378,203 | ) | (359,222.930 | ) | (31,463,974 | ) | ||||||||||||
| Net loss | (3,136,286 | ) | (275,004 | ) | (3,411,290 | ) | ||||||||||||||||||
| Unitholders’ capital at December 31, 2014 | 164,636.168 | $ | 14,707,477 | 9,103.868 | $ | 937,117 | 173,740.036 | $ | 15,644,594 | |||||||||||||||
See accompanying notes.
5
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WORLD MONITOR TRUST III – SERIES J
__________________
| 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 consisted 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. As of December 31, 2007, Series G, H and I were no longer offered and had been dissolved. Series J will continue to exist unless terminated pursuant to the provisions of Article XIII of the Trust’s Fifth Amended and Restated Declaration of Trust and Trust Agreement (the “Trust Agreement”). The assets of each Series have been segregated from those of the other Series, separately valued and independently managed, and separate financial statements have been prepared for each Series. Each Series was formed to engage in the speculative trading of a diversified portfolio of futures, forward and options contracts and may, from time to time, engage in cash and spot transactions. The fiscal year end of Series J is December 31. |
| Effective July 1, 2012, Kenmar Preferred Investments Corp. changed its name and form of entity to Kenmar Preferred Investments, L.P. Effective March 19, 2014, the Kenmar Group and the Olympia Group of Companies merged with the GEMS Group. In connection with the merger, certain changes in the corporate structure of the organization have occurred. Kenmar Preferred Investments, L.P. (“Kenmar Preferred” or the “Managing Owner”) who is the Managing Owner of the Trust, converted from a Delaware limited partnership to a Delaware limited liability company. Accordingly, the name changed to Kenmar Preferred Investments, LLC. Kenmar Preferred or Managing Owner refers to either Kenmar Preferred Investments Corp., Kenmar Preferred Investments, L.P. or Kenmar Preferred Investments, LLC, depending on the applicable period discussed. As the Managing Owner of the Trust and of each Series, Kenmar Preferred conducts and manages the business of the Trust and each Series. | ||
| Effective July 1, 2012, ClariTy Managed Account & Analytics Platform LLC changed its name and form of entity to ClariTy Managed Account & Analytics Platform, L.P. Effective March 17, 2014, ClariTy Managed Account & Analytics Platform, L.P. changed its name and form of entity to ClariTy Managed Account & Analytics Platform, LLC (“ClariTy”). ClariTy refers to either ClariTy Managed Account & Analytics Platform LLC, ClariTy Managed Account & Analytics Platform, L.P. or ClariTy Managed Account & Analytics Platform, LLC, depending on the applicable period discussed. ClariTy, an affiliate of Kenmar Preferred, serves as the managing member for CTA Choice Fund LLC (“CTA Choice”). CTA Choice is a Delaware limited liability company which consists of multiple segregated series, each established pursuant to a separate Certificate of Designation prepared by ClariTy. Each series maintains separate and distinct records. The assets associated with each series, and the liabilities and obligations incurred with respect to a particular series are enforceable only against the assets of that series. | ||
| Effective July 1, 2012, Kenmar Global Investment Management LLC changed its name and form of entity to Kenmar Global Investment Management, L.P. Effective March 17, 2014, Kenmar Global Investment Management, L.P changed its name and form of entity to Kenmar Global Investment Management, LLC (“Asset Allocator”). Asset Allocator refers to either Kenmar Global Investment Management LLC, Kenmar Global Investment Management, L.P. or Kenmar Global Investment Management, LLC, depending on the applicable period discussed. |
6
| 60 |
WORLD MONITOR TRUST III – SERIES J
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
__________________
| Note 1. | ORGANIZATION (CONTINUED) |
| A. | General Description of the Trust (Continued) | |
| The Asset Allocator, an affiliate of the Managing Owner, is the Asset Allocator of CTA Choice. Pursuant to the Asset Allocation Agreements between the Managing Owner, the Asset Allocator, and each interestholder, the Asset Allocator determines the trading level of each interestholder’s assets and reallocates among the separate series of CTA Choice as agreed upon with the Trading Advisors. While the Asset Allocator receives no fees for such services from Series J, the Asset Allocator is paid management and incentive fees directly from the interestholders pursuant to each interestholder’s Asset Allocation Agreement. Series J pays no management or incentive fees to the Asset Allocator. | ||
| Series J allocates a portion of its net assets (“Allocated Assets”) to commodity trading advisors (each, a “Trading Advisor” and collectively, the “Trading Advisors”) through various series of CTA Choice, for which such allocations are rebalanced quarterly. As of December 31, 2014, Series J allocates approximately one-sixth of its Allocated Assets to each Trading Advisor which manages and makes trading decisions with respect to those Allocated Assets (see below table). The Managing Owner may terminate any current Trading Advisor or select new trading advisors from time to time at its sole discretion in order to achieve the goals of Series J. In the future, the Managing Owner may determine to access certain Trading Advisors through separate investee pools. |
7
| 61 |
WORLD MONITOR TRUST III – SERIES J
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
__________________
| Note 1. | ORGANIZATION (CONTINUED) |
| A. | General Description of the Trust (Continued) | |
| Each Trading Advisor listed below is referred to herein as an “Affiliated Investment Fund” and collectively referred to herein as the “Affiliated Investment Funds”: |
| Affiliated Investment Fund | Trading Advisor | Trading Program | Start Date | Termination Date |
| CTA Choice EAGL (“EAGL”)* ** | Eagle | Eagle Momentum Program | 05/1/11 | 11/30/12 |
| CTA Choice CRABL-PV (“CRABL-PV”)* | Crabel | Two Plus Program | 09/1/11 | 11/30/12 |
| CTA Choice KRM (“KRM”)* | Krom | Commodity Diversified Program | 10/1/11 | 11/30/12 |
| CTA Choice BLKW (“BLKW”) | Blackwater Capital Management, LLC | Blackwater Global Program | 01/1/12 | 11/30/12 |
| CTA Choice ORT (“ORT”)* | Ortus | Major Currency Program | 01/1/12 | 04/30/13 |
| CTA Choice BEAM (“BEAM”) | BEAM Bayesian Efficient Asset Management, LLC | BEAM Multi-Strategy Program | 01/1/12 | 04/30/13 |
| CTA Choice HKSB (“HKSB”) | Hawksbill Capital Management | Hawksbill Global Diversified Program | 12/1/12 | 08/31/13 |
| CTA Choice EGLG (“EGLG”)** *** | Eagle | Eagle Global Program | 01/1/12 | |
| CTA Choice SAXN (“SAXN”)*** ***** | Saxon Investment Corporation | Saxon Aggressive Diversified Program | 01/1/12 | 12/31/2014 |
| CTA Choice GLAGS (“GLAGS”)*** ***** | Global Ag, LLC | Diversified Program | 12/1/12 | 12/31/2014 |
| CTA Choice RDOK (“RDOK”)*** | Red Oak Commodity Advisors, Inc. | Fundamental Trading Program | 12/1/12 | |
| CTA Choice ELL (“ELL”)*** | Ellington Management Group, LLC | Global Macro Trading Program | 12/1/13 | |
| CTA Choice FRT (“FRT”)**** | Fort, L.P. | Global Diversified Program | 08/1/14 |
| * | Any loss carry forward from Series J’s managed account was transferred over to Series J’s member interest in the corresponding Affiliated Investment Fund. |
| ** | Effective January 1, 2012, the allocation to EAGL was split with a 50% allocation to EAGL and a 50% allocation to EGLG. Series J fully redeemed from EAGL as of November 30, 2012. | |
| *** | From December 1, 2013 to July 31, 2014, Series J allocated approximately one-fifth of its Allocated Assets to each of ELL, EGLG, GLAGS, RDOK and SAXN. | |
| **** | Effective August 1, 2014, Series J allocated approximately one-sixth of its Allocated Assets to each of ELL, EGLG, FRT, GLAGS, RDOK and SAXN. | |
| ***** | Effective December 31, 2014, Series J fully redeemed from GLAGS and SAXN. |
| B. | Regulation | |
| As a registrant with the Securities and Exchange Commission (“SEC”), the Trust and each Series are subject to the regulatory requirements under the Securities Act of 1933 and the Securities Exchange Act of 1934. |
8
| 62 |
WORLD MONITOR TRUST III – SERIES J
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
__________________
| Note 1. | ORGANIZATION (CONTINUED) |
| B. | Regulation (Continued) | |
| As a commodity pool, the Trust and each Series are subject to the regulations of the Commodity Futures Trading Commission (“CFTC”), an independent agency of the U.S. government which regulates most aspects of the commodity futures industry; rules of the National Futures Association (“NFA”), an industry self-regulatory organization; and the requirements of the various commodity exchanges where the Trust, indirectly through the Affiliated Investment Funds, executes transactions. | ||
| C. | The Offering | |
| Series J offers units (the “Units”) in two classes (each, a “Class”) – Class I and Class II. |
| Up to $281,250,000 Series J, Class I and $93,750,000 Series J, Class II Units are being offered (totaling $375,000,000) (“Subscription Maximum”). Units are being offered to investors who meet certain established suitability standards. Prior to November 30, 2008, investments required a minimum aggregate initial subscription of $5,000 and $2,000 for certain Benefit Plan Investors (including IRAs), although the minimum purchase for any single series was $500. |
| Effective November 30, 2008, the Board of Directors of the Managing Owner of Series J determined that the Units would no longer be publicly offered and would only be available on a private placement basis to “accredited investors” pursuant to Regulation D under the Securities Act of 1933. |
| For new subscribers, the minimum initial investment is $25,000 ($10,000 for benefit plan investors (including IRAs)). The minimum additional subscription amount for current investors is $5,000. | ||
| Series J completed its initial offering on December 1, 2005 with gross proceeds of $31,024,443. | ||
| D. | Exchanges, Redemptions and Termination | |
| Redemptions from Series J are permitted on a monthly basis with no redemption charges applicable to either Class I or Class II Units. | ||
| In the event that the Net Asset Value of a Series, after adjustments for distributions, contributions and redemptions, declines by 50% or more since the commencement of trading activities or the first day of a fiscal year, the Series will automatically terminate. | ||
| Should the Managing Owner make a determination that Series J’s aggregate net assets in relation to its operating expenses make it unreasonable or imprudent to continue the business of Series J, or, in the exercise of its reasonable discretion, if the aggregate Net Asset Value of Series J as of the close of business on any business day declines below $10 million, the Managing Owner may dissolve Series J. |
9
| 63 |
WORLD MONITOR TRUST III – SERIES J
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
__________________
| Note 2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
| A. | Basis of Accounting |
| The financial statements of Series J are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). 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 year. Actual results could differ from those estimates. | ||
| Series J is an investment company that follows the accounting and reporting guidance of the Financial Services – Investment Companies Topic of the Codification. |
| The weighted average number of Units outstanding was computed for purposes of disclosing net gain (loss) per weighted average Unitholder. The weighted average number of Units is equal to the number of Units outstanding at year end, adjusted proportionately for Units subscribed and redeemed based on their respective time outstanding during the year. |
| Investment in securities consists of publicly-traded mutual funds, which are valued using the net asset value on the last day of the period. Realized gains and losses from investment in securities and Affiliated Investment Funds are determined using the identified cost method. Any change in net unrealized gain or loss from the preceding period is reported in the statements of operations. Dividends are recorded on the ex-dividend date. |
| Series J has elected not to provide a statement of cash flows since substantially all of Series J’s investments are carried at fair value and classified as Level 1 or Level 2 measurements in the fair value hierarchy table, Series J has little or no debt and a statement of changes in Unitholders’ capital (Net Asset Value) is provided. |
| Consistent with standard business practices in the normal course of business, Series J has provided general indemnifications to the Managing Owner, the Trading Advisors and others when they act, in good faith, in the best interests of Series J. Series J is unable to develop an estimate of the maximum potential amount of future payments that could potentially result from any hypothetical future claim, but expects the risk of having to make any payments under these general business indemnifications to be remote. |
| Series J accounts for financial assets and liabilities using a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels: quoted market prices in active markets for identical assets and liabilities (Level 1), inputs other than quoted market prices that are observable for the asset or liability, either directly or indirectly (Level 2), and unobservable inputs for the asset or liability (Level 3). |
10
| 64 |
| Note 2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) |
| A. | Basis of Accounting (Continued) | |
| Series J considers its investments in publicly-traded mutual funds to be based on quoted prices in active markets for identical assets (Level 1). In determining the level, Series J considers the length of time until the investment is redeemable, including notice and lock-up periods or any other restriction on the disposition of the investment. Series J also considers the nature of the portfolios of the underlying Affiliated Investment Funds and their ability to liquidate their underlying investments. Series J has the ability to redeem its investments at the reported net asset valuation as of the measurement date (see Note 7) and classified its investment in Affiliated Investment Funds as Level 2 using the fair value hierarchy. The Affiliated Investment Funds are valued at the net asset value as reported by the underlying investment funds’ capital balance using the practical expedient method. The carrying value of the underlying investment in the Affiliated Investment Funds is at fair value. | ||
| There are no Level 3 investments on December 31, 2014 or 2013, nor any portion of the interim periods. | ||
| The following table summarizes the assets measured at fair value using the fair value hierarchy: |
| December 31, 2014 | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
| Assets: | ||||||||||||||||
| Investment in securities, at fair value | $ | 10,187,034 | $ | 0 | $ | 0 | $ | 10,187,034 | ||||||||
| Investment in Affiliated Investment Funds, at fair value | $ | 0 | $ | 4,083,278 | $ | 0 | $ | 4,083,278 | ||||||||
| December 31, 2013 | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
| Assets: | ||||||||||||||||
| Investment in securities, at fair value | $ | 36,141,750 | $ | 0 | $ | 0 | $ | 36,141,750 | ||||||||
| Investment in Affiliated Investment Funds, at fair value | $ | 0 | $ | 12,249,728 | $ | 0 | $ | 12,249,728 | ||||||||
11
| 65 |
WORLD MONITOR TRUST III – SERIES J
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
__________________
| Note 2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) |
| B. | Cash and Cash Equivalents | |
| Cash and cash equivalents include cash and investments in overnight deposits. Interest income, if any, includes interest on cash and overnight deposits. In the event of a financial institution’s insolvency, recovery of cash on deposit may be limited to account insurance or other protections afforded such deposits. Series J 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 or redemptions received. | ||
| C. | Income Taxes | |
| Series J is treated as a partnership for U.S. federal income tax purposes. As such, Series J is not required to provide for, or pay, any U.S. federal or state income taxes. Income tax attributes that arise from its operations are passed directly to the Unitholders including the Managing Owner. Series J may be subject to other state and local taxes in jurisdictions in which it operates. | ||
| Series J appropriately recognizes and discloses uncertain tax provisions in their financial statements. Recognition is permitted for each position if, based on its technical merits, it is “more likely than not” that the position will be upheld under audit by tax authorities.. The Managing Owner has reviewed Series J’s tax positions for all open years and concluded that no provision for unrecognized tax benefits or expense is required in these financial statements. Series J has elected an accounting policy to classify interest and penalties related to unrecognized tax benefits as interest or other expense. The 2011 through 2014 tax years generally remain subject to examination by U.S. federal and most state tax authorities. | ||
| D. | Profit and Loss Allocations and Distributions | |
| Income and expenses (excluding the service fee and upfront sales commissions further discussed in Note 5) are allocated pro rata to the Class I Units and Class II Units monthly based on the Units outstanding during the month. Class I Units are charged with the service fee and upfront sales commission 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 | |
| In accordance with the Trust’s Agreement and Prospectus, the Managing Owner is responsible for the payment of all offering expenses of Series J incurred after the Initial Offering Period (“ongoing offering costs”), provided that the amount of such ongoing offering costs paid by the Managing Owner are subject to reimbursement by the Trust, 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. Through December 31, 2014, the Managing Owner has paid $2,936,640 in ongoing offering costs, of which $2,879,478 has been allocated to Series J. |
12
| 66 |
WORLD MONITOR TRUST III – SERIES J
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
__________________
| Note 2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) |
| E. | Offering Costs (Continued) | |
| Ongoing offering costs incurred through November 30, 2006 in the amount of $599,062 will not be reimbursed to the Managing Owner. For the period December 1, 2006 through December 31, 2014, the Managing Owner incurred and Series J was allocated ongoing offering costs in the amount of $2,300,021 and $2,280,415, respectively. Of the $2,280,415, allocated to Series J, $635,144 will not be reimbursable to the Managing Owner. | ||
| Series J will only be liable for payment of ongoing offering costs on a monthly basis. If Series J 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 Series J will have no further obligation to the Managing Owner. | ||
| During the years ended December 31, 2014 and 2013, Series J’s allocable portion of ongoing offering costs did not exceed 0.50% per annum of the Net Asset Value of Series J. | ||
| F. | Interest and Dividends | |
| Interest is recorded on an accrual basis. Dividends are recorded on the ex-dividend date. | ||
| G. | Investment in Affiliated Investment Funds | |
| The investment in Affiliated Investment Funds is reported in Series J’s statements of financial condition at fair value. Fair value ordinarily is the value determined for the Affiliated Investment Funds in accordance with the fund’s valuation policies and reported at the time of Series J’s valuation by the management of the funds. Generally, the fair value of Series J’s investment in Affiliated Investment Funds represents the net asset value which is the amount that Series J could reasonably expect to receive from the Affiliated Investment Funds if Series J’s investment were redeemed at the time of the valuation, based on information reasonably available at the time the valuation is made and that Series J believes to be reliable. |
| Note 3. | RELATED PARTIES |
| Series J reimburses Kenmar Preferred and its affiliates for services it performs for Series J, which include, but are not limited to: management, legal, accounting, registrar, transfer and assignment functions, investor communications, printing, and other administrative services. |
13
| 67 |
WORLD MONITOR TRUST III – SERIES J
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
__________________
| Note 3. | RELATED PARTIES (CONTINUED) |
| The expenses incurred by Series J for services performed by Kenmar Preferred and its affiliates for Series J were as follows: |
| 2014 | 2013 | 2012 | ||||||||||
| Management fees to Managing Owner | $ | 116,999 | $ | 377,219 | $ | 611,512 | ||||||
| Managing Owner interest earned on Certain Investment Funds | 106,501 | 142,048 | 624,207 | |||||||||
| Operating expenses | 141,527 | 198,657 | 216,180 | |||||||||
| $ | 365,027 | $ | 717,924 | $ | 1,451,899 | |||||||
| Expenses payable to the Managing Owner and its affiliates, which are included in accrued expenses payable on the statements of financial condition as of December 31, 2014 and 2013, were $33,110 and $52,350, respectively. |
| Note 4. | MANAGING OWNER AND AFFILIATES |
| The Managing Owner is paid a monthly management fee of 1/12 of 0.5% (0.5% annually) of Series J’s Net Asset Value at the beginning of each month (See Note 5). |
| Series J invests a portion of the excess cash balances not required for margin through certain investment funds which invest in (i) U.S. government securities (which include any security issued or guaranteed as to principal or interest by the United States), (ii) any certificate of deposit for any of the foregoing, including U.S. treasury bonds, U.S. treasury bills and issues of agencies of the United States government, (iii) corporate bonds or notes, or (iv) other instruments permitted by applicable rules and regulations (collectively, “Certain Investment Funds”). The objective is to obtain a rate of return for Series J that balances risk and return relative to the historically low yields on short term cash deposits with banks and or brokerage firms. There is no guarantee that the Managing Owner will be successful in investing the excess cash successfully to obtain a greater yield than available on short term cash deposits with banks and or brokerage firms. The Managing Owner is paid monthly 1/12 of 50% of the first 1% of the positive returns earned on Series J’s investments in Certain Investment Funds. The calculation is based on Series J’s average annualized Net Asset Value, and any losses related to returns on Certain Investment Funds must first be recovered through subsequent positive returns prior to the Managing Owner receiving a payment. |
14
| 68 |
WORLD MONITOR TRUST III – SERIES J
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
__________________
| Note 4. | MANAGING OWNER AND AFFILIATES (CONTINUED) |
| After the calculation of the amount payable to the Managing Owner, Series J will be credited with all additional positive returns (or 100% of any losses) on Series J’s investments in Certain Investment Funds. If at the end of any calendar year, a loss has been incurred on the returns for Certain Investment Funds, then the loss carry forward will reset to zero for the next calendar year with regards to the calculation of the Managing Owner’s portion of Certain Investment Fund’s income. For the years ended December 31, 2014, 2013 and 2012, the Managing Owner’s portion of interest earned on Certain Investment Funds amounted to $106,501, $142,048 and $624,207, respectively. Series J pays a monthly administrative services fee to ClariTy for risk management and related services with respect to monitoring the Trading Advisors, indirectly through its investment in Affiliated Investment Funds based on their respective beginning of month Allocated Assets. For the years ended December 31, 2014, 2013 and 2012, the administrative services fee earned indirectly totaled $59,293, $191,420 and $312,245, respectively. |
| Note 5. | SERVICE FEES AND SALES COMMISSIONS |
| Series J pays a service fee with respect to Class I Units, monthly in arrears, equal to 1/12 of 2% (2% per annum) of the Net Asset Value per Unit of the outstanding Class I Units as of the beginning of the month. Series J also pays an initial commission equal to 2% of the initial Net Asset Value per Unit of each Class I Unit sold by the Correspondent Selling Agents (“CSA”), payable on the date such Class I Units are purchased. Commencing with the 13th month after the purchase of a Class I Unit, the CSAs received 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. |
| The Service Fee – Class I Units (as described below) disclosed on the statements of operations represents (i) the monthly 1/12 of 2% of the Net Asset Value per Class I Unit as of the beginning of each month of the Class I Units, (ii) the initial upfront sales commission of 2%, and (iii) a deduction for Series J’s recapture of the 1/12 of 2% service fee on all Units owned for less than 12 months that have received the 2% upfront sales commission and a recapture of the service fee on Units held with no CSA. |
| For the years ended December 31, 2014, 2013 and 2012, the Service Fee – Class I Units is composed of the following: |
| 2014 | 2013 | 2012 | ||||||||||
| Monthly 1/12 of 2% service fee calculated on all Class I Units | $ | 437,028 | $ | 1,371,472 | $ | 2,201,479 | ||||||
| Initial up-front 2% sales commissions | 0 | 35,394 | 23,704 | |||||||||
| Series J’s recapture on 1/12 of 2% service fee on select Units and recapture of the service fee on Units held with no CSA | (21,442 | ) | (48,602 | ) | (233,662 | ) | ||||||
| Total | $ | 415,586 | $ | 1,358,264 | $ | 1,991,521 | ||||||
15
| 69 |
WORLD MONITOR TRUST III – SERIES J
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
__________________
| Effective October 1, 2010, Series J agreed to pay a monthly fee to Wells Fargo for providing continuing due diligence, training, operations, system support, and marketing. For Class I and II Units purchased by clients of Wells Fargo on or prior to October 1, 2010, the fee is 1/12th of 0.10% (0.10% per annum) of the beginning of the month Net Asset Value. For Class I and II Units purchased subsequent to October 1, 2010 the fee is 1/12th of 0.30% (0.30% per annum) of the beginning of the month Net Asset Value. These fees are deducted from the management fee paid to the Managing Owner. |
16
| 70 |
WORLD MONITOR TRUST III – SERIES J
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
__________________
| Note 6. | ADMINISTRATOR |
| SS&C GlobeOp Financial Services LLC (“SS&C GlobeOp” or the “Administrator”), a Delaware limited liability company, serves as the Administrator of Series J. The Administrator performs or supervises the performance of services necessary for the operation and administration of Series J (other than making investment decisions), including administrative and accounting services. The Administrator also calculates Series J’s Net Asset Value. In addition, the Administrator maintains certain books and records of Series J, including certain books and records required by CFTC Rule 4.23(a). SS&C GlobeOp also serves as the administrator of the Affiliated Investment Funds. |
| Series J indirectly pays its pro-rata share of administrator fees through its investment in Affiliated Investment Funds. For the years ended December 31, 2014, 2013 and 2012, Series J indirectly paid administrator fees totaling $65,713, $137,016 and $163,999, respectively. |
| Effective January 1, 2013, Series J also pays an administrator fee directly to SS&C GlobeOp. For the years ended December 31, 2014 and 2013, Series J directly paid SS&C GlobeOp administrator fees of $29,479 and $25,000, respectively. |
| Note 7. | INVESTMENT IN AFFILIATED INVESTMENT FUNDS |
| Series J invests a portion of its assets in Affiliated Investment Funds. Series J’s investment in Affiliated Investment Funds represents 26.10% and 24.25% of the Net Asset Value of Series J at December 31, 2014 and 2013, respectively. The investment in Affiliated Investment Funds is reported in Series J’s statements of financial condition at fair value. Series J records its proportionate share of income or loss in the statements of operations. The investments are subject to the terms of the organizational and offering documents of the Affiliated Investment Funds. |
| The following table summarizes the change in net asset value (fair value) of Series J’s Level 2 investment in Affiliated Investment Funds for the years ended December 31, 2014 and 2013: |
| Net asset value December 31, 2013 | Purchases | Loss | Redemptions | Net asset value December 31, 2014 | ||||||||||||||||
| Investment in Affiliated Investment Funds | 12,249,728 | 6,462,131 | $ | (2,301,640 | ) | $ | (12,326,941 | ) | $ | 4,083,278 | ||||||||||
| Net asset value December 31, 2012 | Purchases | Loss | Redemptions | Net asset value December 31, 2013 | ||||||||||||||||
| Investment in Affiliated Investment Funds | $ | 23,396,923 | $ | 39,044,537 | $ | (5,540,057 | ) | $ | (44,651,675 | ) | $ | 12,249,728 | ||||||||
17
| 71 |
WORLD MONITOR TRUST III – SERIES J
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
__________________
| Note 7. | INVESTMENT IN AFFILIATED INVESTMENT FUNDS (CONTINUED) |
| The Affiliated Investment Funds are redeemable monthly and require a redemption notice of 1-5 days. Series J may make additional contributions to or redemptions from the Affiliated Investment Funds on a standard allocation date. The Affiliated Investment Funds engage in trading of commodity futures including agriculture, currency, energy, interest rates and stock indices among other types, foreign currency forward contracts and options on futures contracts. |
| Series J records its proportionate share of income or loss in the statements of operations. |
| Series J’s investment in Affiliated Investment Funds is notionally funded, and the following table sets out the total capital commitment split between net asset value (amount funded) and the remaining capital commitment. The remaining capital commitment is the amount that can be requested from Series J if requested by the Affiliated Investment Funds to meet margin calls in accordance with the governing documents. However, Series J’s capital commitment to the Affiliated Investment Funds is disclosed below: |
| Total Capital Commitment December 31, 2014 | Net Asset Value December 31, 2014 | Remaining Capital Commitment December 31, 2014 | ||||||||||
| CTA Choice EGLG | $ | 2,723,618 | $ | 755,255 | $ | 1,968,363 | ||||||
| CTA Choice ELL | 2,774,795 | 1,641,627 | 1,133,168 | |||||||||
| CTA Choice FRT | 2,838,231 | 699,632 | 2,138,599 | |||||||||
| CTA Choice GLAGS | 2,092,300 | 0 | 2,092,300 | |||||||||
| CTA Choice RDOK | 2,921,907 | 986,764 | 1,935,143 | |||||||||
| CTA Choice SAXN | 2,642,213 | 0 | 2,642,213 | |||||||||
| Total | $ | 15,993,064 | $ | 4,083,278 | $ | 11,909,786 | ||||||
| Series J’s investment in Affiliated Investment Funds is subject to the market and credit risks of securities held or sold short by their respective Affiliated Investment Fund. ClariTy has established procedures to monitor market risk and minimize credit risk, although there can be no assurance that it will, in fact, succeed in doing so. The interestholders within CTA Choice 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. |
| Note 8. | 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 9. | COSTS, FEES AND EXPENSES |
| A. | Operating Expenses | |
| Operating expenses of Series J are paid for by Series J. |
18
| 72 |
WORLD MONITOR TRUST III – SERIES J
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
__________________
| Note 9. | COSTS, FEES AND EXPENSES (CONTINUED) |
| B. | Trading Advisor Management and Incentive Fees | |
| Series J pays indirectly through its investment in Affiliated Investment Funds, the following Trading Advisors’ management fees (based on Series J’s Allocated Assets as of each standard allocation date) and incentive fees for achieving “New High Net Trading Profits,” in Series J’s capital accounts within the Affiliated Investment Funds as defined in their respective advisory agreements: | ||
| Affiliated Investment Fund | Management Fee | Incentive Fee | ||||||
| BEAM** | 1.00 | % | 20.00 | % | ||||
| BLKW* | 1.00 | % | 25.00 | % | ||||
| CRABL-PV* | 1.00 | % | 25.00 | % | ||||
| EAGL* | 1.50 | % | 25.00 | % | ||||
| EGLG | 2.00 | % | 25.00 | % | ||||
| ELL | 0.00 | % | 30.00 | % | ||||
| FRT | 2.00 | % | 20.00 | % | ||||
| GLAGS**** | 2.00 | % | 20.00 | % | ||||
| HKSB*** | 0.00 | % | 25.00 | % | ||||
| KRM* | 1.50 | % | 25.00 | % | ||||
| ORT** | 1.00 | % | 25.00 | % | ||||
| RDOK | 2.00 | % | 20.00 | % | ||||
| SAXN**** | 0.00 | % | 25.00 | % | ||||
| * | Series J fully redeemed from BLKW, CRABL-PV, EAGL and KRM as of November 30, 2012. |
| ** | Series J fully redeemed from BEAM and ORT as of April 30, 2013. |
| *** | Series J fully redeemed from HKSB as of August 31, 2013. | |
| **** | Series J fully redeemed from GLAGS and SAXN as of December 31, 2014. |
| For the years ended December 31, 2014, 2013 and 2012, Series J paid Trading Advisor management fees, which are earned indirectly and are calculated within each Affiliated Investment Fund based on Series J’s Allocated Assets as of each standard allocation date, of $290,792, $948,597 and $1,309,000, respectively. |
| For the years ended December 31, 2014, 2013 and 2012, Series J paid Trading Advisor incentive fees indirectly within its investment in Affiliated Investment Funds of $256,149, $519,605 and $597,064, respectively. |
| C. | Commissions | |
| Series J, indirectly through the commodity trading activity of the Affiliated Investment Funds, is obligated to pay all floor brokerage expenses, give-up charges and NFA clearing and exchange fees. These activities are reflected within the respective net asset value of each of the Affiliated Investment Funds. |
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| 73 |
WORLD MONITOR TRUST III – SERIES J
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
__________________
| Note 10. | DERIVATIVE INSTRUMENTS AND ASSOCIATED RISKS |
| No derivative instruments were directly held by Series J as of December 31, 2014 and 2013. Derivative trading activity is conducted within the Affiliated Investment Funds. |
| Series J’s investment in Affiliated Investment Funds is subject to the market and credit risks of the futures contracts, options on futures contracts, forward currency contracts and other financial instruments held or sold short by them. Series J bears the risk of loss only to the extent of the capital commitment of its investment and, in certain specific circumstances, distributions and redemptions received. |
| Series J is exposed to various types of risks associated with the derivative instruments and related markets in which it indirectly invests through its investment in Affiliated Investment Funds. 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 Series J’s investment activities (credit risk), including investment in Affiliated Investment Funds. | |
| 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 investment in Series J and, in certain specific circumstances, distributions and redemptions received. |
| Market 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 liquidity and inherent volatility of the markets in which Series J indirectly invests through its ownership in Affiliated Investment Funds. |
| Credit Risk |
| The Managing Owner attempts to minimize both credit and market risks by requiring Series J and its Trading Advisors to abide by various trading limitations and policies. The Managing Owner monitors compliance with these trading limitations and policies, which include, but are not limited to, 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. |
20
| 74 |
WORLD MONITOR TRUST III – SERIES J
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
__________________
| Note 11. | FINANCIAL HIGHLIGHTS |
| The following information presents per Unit operating performance data and other supplemental financial data for the years ended December 31, 2014, 2013 and 2012. This information has been derived from information presented in the financial statements: |
| Class I | Class II | |||||||||||||||||||||||
| 2014 | 2013 | 2012 | 2014 | 2013 | 2012 | |||||||||||||||||||
| Per Unit Performance | ||||||||||||||||||||||||
| (for a Unit outstanding throughout the entire year) | ||||||||||||||||||||||||
| Net Asset Value per Unit at beginning of year | $ | 93.80 | $ | 104.44 | $ | 117.27 | $ | 106.03 | $ | 115.74 | $ | 127.60 | ||||||||||||
| Loss from operations: | ||||||||||||||||||||||||
| Net realized and change in unrealized gain (loss) (1) | 0.02 | (6.72 | ) | (8.78 | ) | 0.11 | (7.52 | ) | (9.69 | ) | ||||||||||||||
| Interest income (1) | 0.00 | 0.00 | 0.01 | 0.00 | 0.00 | 0.01 | ||||||||||||||||||
| Dividend income (1) | 0.63 | 0.77 | 1.11 | 0.71 | 0.86 | 1.22 | ||||||||||||||||||
| Expenses (3) | (5.12 | ) | (4.69 | ) | (5.17 | ) | (3.91 | ) | (3.05 | ) | (3.40 | ) | ||||||||||||
| Total loss from operations | (4.47 | ) | (10.64 | ) | (12.83 | ) | (3.09 | ) | (9.71 | ) | (11.86 | ) | ||||||||||||
| Net Asset Value per Unit at end of year | $ | 89.33 | $ | 93.80 | $ | 104.44 | $ | 102.94 | $ | 106.03 | $ | 115.74 | ||||||||||||
| Total Return (3) | (4.77 | )% | (10.19 | )% | (10.94 | )% | (2.91 | )% | (8.39 | )% | (9.29 | )% | ||||||||||||
| Supplemental data | ||||||||||||||||||||||||
| Ratios to average Net Asset Value: | ||||||||||||||||||||||||
| Net investment loss (2), (3) | (5.11 | )% | (4.00 | )% | (3.60 | )% | (3.19 | )% | (1.99 | )% | (1.75 | )% | ||||||||||||
| Interest income | 0.00 | % | 0.00 | % | 0.01 | % | 0.00 | % | 0.00 | % | 0.01 | % | ||||||||||||
| Dividend income | 0.72 | % | 0.79 | % | 0.98 | % | 0.71 | % | 0.78 | % | 0.99 | % | ||||||||||||
| Other expenses (3) | 5.83 | % | 4.79 | % | 4.59 | % | 3.90 | % | 2.77 | % | 2.75 | % | ||||||||||||
| Total expenses (3) | 5.83 | % | 4.79 | % | 4.59 | % | 3.90 | % | 2.77 | % | 2.75 | % | ||||||||||||
| Total returns are calculated based on the change in value of a Unit during the year. An individual Unitholder’s total return and ratios may vary from the above total returns and ratios based on the timing of subscriptions and redemptions. |
| (1) | Dividend and Interest income per Unit, expenses per Unit are calculated by dividing dividend income, interest income and other expenses applicable to each Class by the weighted average number of Units of each Class outstanding during the year. Total trading and investing gain (loss) is a balancing amount necessary to reconcile the change in Net Asset Value per Unit of each Class with the other per Unit information. | |
| (2) | Represents dividend and interest income less total expenses (exclusive of incentive fees). This excludes Series J’s proportionate share of income and expenses from investment in Affiliated Investment Funds. | |
| (3) | Trading Advisor management, incentive and various other operating expenses are charged indirectly within Series J’s investment in Affiliated Investment Funds are included in Total Return. |
21
| 75 |
WORLD MONITOR TRUST III – SERIES J
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
__________________
| Note 12. | SUBSEQUENT EVENTS |
| The following table sets out the total capital commitment split between net asset value (amount funded) and the remaining capital commitment as of February 28, 2015: |
Total Capital | Remaining Capital | |||||||||||
| Commitment | Net Asset Value | Commitment | ||||||||||
| February 28, 2015 | February 28, 2015 | February 28, 2015 | ||||||||||
| Affiliated Investment Funds | $ | 15,931,728 | $ | 5,521,138 | $ | 10,410,590 | ||||||
| ClariTy is in the process of amending CTA Choice’s Private Placement Memorandum which will be effective April 1, 2015. In accordance with the amendment, the full amount of Series J’s Capital Contribution to a CTA Choice fund will be traded by the trading advisor pursuant to its trading strategy at the CTA Choice’s Investment Level Factor. CTA Choice’s Investment Level Factor multiplied by the Capital Contribution of Series J to a CTA Choice fund shall equal the Member Investment Level. CTA Choice’s Investment Level Factor is the trading leverage factor of a fund, as designated by ClariTy from time to time for such fund, and reflects the level at which a CTA Choice is instructed to trade the fund’s assets. ClariTy may increase or decrease the CTA Fund Investment Level Factor in its sole discretion. | |
| From January 1, 2015 through March 17, 2015, there were estimated subscriptions and redemptions of $0 and $498,000, respectively. |
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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 17th day of March 2015.
world monitor trust iii – series j
| By: | Kenmar Preferred Investments, LLC |
| Managing Owner |
| By: | /s/ David K. Spohr | Date: March 17, 2015 | ||
| David K. Spohr | ||||
| Chief Operating Officer and Chief Compliance Officer | ||||
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 17, 2015.
WORLD MONITOR TRUST III – SERIES J
| By: | Kenmar Preferred Investments, LLC |
| Managing Owner |
| By: | /s/ Jim Parrish | Date: March 17, 2015 | ||
| Jim Parrish | ||||
| President | ||||
| (Principal Executive Officer) | ||||
| By: | /s/ David K. Spohr | Date: March 17, 2015 | ||
| David K. Spohr | ||||
| Chief Operating Officer and Chief Compliance Officer | ||||
| (Principal Financial/Accounting Officer) | ||||
77
WORLD MONITOR TRUST III – SERIES J 10-K
Exhibit 31.1
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Jim Parrish, certify that:
| 1. | I have reviewed this Report on Form 10-K of World Monitor Trust III – Series J (the “Registrant”); | |
| 2. | Based on my knowledge, this Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Report; | |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this Report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this Report; | |
| 4. | The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as such term is defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting) as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | |
| c) | 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 | |
| d) | 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 fiscal 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 officer 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 17, 2015 | By: | /s/ Jim Parrish |
| Jim Parrish | ||
| (Principal Executive Officer) |
WORLD MONITOR TRUST III – SERIES J 10-K
Exhibit 31.2
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, David K. Spohr, certify that:
| 1. | I have reviewed this Report on Form 10-K of World Monitor Trust III – Series J (the “Registrant”); | |
| 2. | Based on my knowledge, this Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Report; | |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this Report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this Report; | |
| 4. | The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as such term is defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting) as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | |
| c) | 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 | |
| d) | 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 fiscal 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 officer 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 17, 2015 | By: | /s/ David K. Spohr |
| David K. Spohr | ||
| (Principal Financial/Accounting Officer) |
WORLD MONITOR TRUST III – SERIES J 10-K
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, Jim Parrish, hereby certifies pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
| (1) | The Annual Report on Form 10-K of World Monitor Trust III – Series J for the period January 1, 2014 to December 31, 2014, 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 the Registrant. |
| /s/ Jim Parrish | ||
| Name: | Jim Parrish | |
| Title: | President | |
| (Principal Executive Officer) | ||
| Kenmar Preferred Investments, LLC | ||
| Managing Owner of | ||
| World Monitor Trust III – Series J | ||
| Date: March 17, 2015 | ||
WORLD MONITOR TRUST III – SERIES J 10-K
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, hereby certifies pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
| (1) | The Annual Report on Form 10-K of World Monitor Trust III – Series J for the period January 1, 2014 to December 31, 2014, 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 the Registrant. |
| /s/ David K. Spohr | ||
| Name: | David K. Spohr | |
| Title: | Chief Operating Officer and Chief Compliance Officer | |
| (Principal Financial/Accounting Officer) | ||
| Kenmar Preferred Investments, LLC | ||
| Managing Owner of | ||
| World Monitor Trust III – Series J | ||
| Date: March 17, 2015 | ||
|
INVESTMENT IN AFFILIATED INVESTMENT FUNDS (Details Narrative)
|
Dec. 31, 2014
|
Dec. 31, 2013
|
|---|---|---|
| Investment In Affiliated Investment Funds Details Narrative | ||
| Portion of Net Asset Value invested in Affiliated Investment Funds | 26.10% | 24.25% |