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Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
| x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| For the fiscal year ended |
December 31, 2009 |
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 Registrant as specified in its charter)
| Delaware | 20-2446281 | |
| State or other jurisdiction of incorporation or organization |
(I.R.S. Employer Identification No.) |
| 900 King Street, Suite 100, Rye Brook, New York | 10573 | |
| (Address of principal executive offices) | (Zip Code) |
| Registrant’s telephone number, including area code: |
(914) 307-7000 |
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Series 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 Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes ¨ No x
Indicate by check mark if Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes ¨ No x
Indicate by check mark whether 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 Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes x No ¨
Indicate by check mark 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 ¨ No ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K x
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 filer ¨ | |
| Non-accelerated filer x |
Smaller Reporting Company ¨ |
Indicate by check mark whether Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ¨ No x
The value of Unitholders’ Interests in the Registrant as of June 30, 2009 is $122,744,611
As of March 1, 2010 there were 1,099,737.0564 Unitholders’ Interests outstanding.
Table of Contents
WORLD MONITOR TRUST III – SERIES J
(a Delaware Business Trust)
TABLE OF CONTENTS
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| Item 1. | Business |
General
World Monitor Trust III (the “Trust”) was formed as a Delaware Statutory Trust on September 28, 2004, with separate series (each, a “Series”) of units of beneficial interest (“Units” or “Interests”). Its term will expire on December 31, 2054 (unless terminated earlier in certain circumstances). The trustee of the Trust is Wilmington Trust Company. The Trust’s fiscal year for book and tax purposes ends on December 31.
The Trust’s Units 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 Third 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 Registrant’s financial statements included in its annual report for the year ended December 31, 2009 (“Registrant’s 2009 Annual Report”), which is filed as an exhibit herewith).
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 May 5, 2009, Preferred Investment Solutions Corp. changed its name to Kenmar Preferred Investments Corp. (“Preferred” or the “Managing Owner”). Preferred or Managing Owner refers to either Preferred Investment Solutions Corp. or Kenmar Preferred Investments Corp., depending on the applicable period discussed. As the Registrant’s Managing Owner, Preferred conducts and manages the business of the Registrant.
Preferred has been the Managing Owner of Registrant since October 1, 2004. As of December 31, 2009, the Managing Owner and or its affiliates have purchased and maintained an interest in Registrant in an amount not less than 1% of the Net Asset Value of Registrant.
The Offering
Up to $281,250,000 Registrant, Class I; and $93,750,000 Registrant, Class II Units are being offered (totaling $375,000,000) (“Subscription Maximum”). Interests 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 the Registrant determined that, the Registrant’s units of beneficial interest 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. 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. The only change is in the method by which the Registrant’s Units will be available, and the increased suitability standard of persons subscribing for Units. Because the Registrant’s Units are available on a private placement basis, new subscriptions must be made by persons that are “accredited investors” as defined in Regulation D under the Securities Act of 1933. 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 Interest. The Subscription Minimum of $30,000,000 for Registrant was reached during the Initial Offering Period permitting all of Series G, H, I and J to commence trading operations. 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 I Units were fully redeemed as of April 30, 2007 and Series G’s Units as of December 31, 2007. Until the Subscription Maximum for Registrant is reached, Registrant’s Units will continue to be offered on a monthly basis at the then current Net Asset Value per Unit.
The Trading Advisors and the Trading Vehicles
Effective December 1, 2005, Registrant contributed its net assets to WMT III Series G/J Trading Vehicle LLC (“G/J Trading Vehicle”), WMT III Series H/J Trading Vehicle LLC (“H/J Trading Vehicle”) and WMT III Series I/J Trading Vehicle LLC (“I/J Trading Vehicle”) and, together with the G/J Trading Vehicle and the H/J Trading Vehicle, the “Trading Vehicles”), Delaware limited liability companies, and received a voting membership interest in each Trading Vehicle. The Trading Vehicles were formed to function as aggregate trading vehicles for its members. Registrant and Series G were the sole members of G/J Trading Vehicle. Registrant, Series H and Futures Strategic Trust were the sole members of H/J Trading Vehicle. Registrant and Series I were the sole members of I/J Trading Vehicle. Preferred was the Managing Owner of Registrant and each Series and had been delegated administrative authority over the operations of the Trading Vehicles. The Trading Vehicles engaged in the speculative trading of futures, forward and option contracts. The financial statements of the Trading Vehicles, including the condensed schedules of investments, are included in Registrant’s annual report on Form 10-K filed with the Securities and Exchange Commission for the year ended December 31, 2009.
Each Trading Vehicle had its own independent commodity trading advisor that made such Trading Vehicle’s trading decisions. Each of G/J Trading Vehicle, H/J Trading Vehicle and I/J Trading Vehicle entered into advisory agreements with Graham Capital Management, LP (“Graham”), Bridgewater Associates, Inc. (“Bridgewater”) and Eagle Trading Systems Inc. (“Eagle”), respectively, ( collectively, the “Trading Vehicle Trading Advisors”) to make the trading decisions for each respective Trading Vehicle. Graham traded 100% of the assets of G/J Trading Vehicle pursuant to Graham’s Global Diversified Program at 150% Leverage, which was a technical, systematic, global macro program. Bridgewater traded 100% of the assets of H/J Trading Vehicle pursuant to Bridgewater’s Aggressive Pure Alpha Futures Only – A No Benchmark program, which was a fundamental, systematic, global macro program. Eagle traded 100% of the assets of I/J Trading Vehicle pursuant to Eagle’s Momentum Program, which was a technical, systematic, global macro program. The advisory agreements could have been terminated for various reasons, including at the discretion of the Trading Vehicles. The Trading Vehicles allocated 100% of the proceeds from the initial and continuous offering of Registrant to the Trading Vehicle Trading Advisors.
G/J Trading Vehicle paid Graham a monthly management fee equal to 1/12 of 2.5% (2.5% annually) of such Trading Vehicle’s Net Asset Value. H/J Trading Vehicle paid Bridgewater a monthly management fee equal to 1/12 of 3.0% (3.0% annually) of such Trading Vehicle’s Net Asset Value. I/J Trading Vehicle paid Eagle a monthly management fee equal to 1/12 of 2.0% (2.0% annually) of such Trading Vehicle’s Net Asset Value. Each Trading Vehicle also paid the Trading Vehicle Trading Advisors an incentive fee of 20% of New High Net Trading Profits (as defined in the applicable Advisory Agreement) generated by such Trading Vehicle. Incentive fees accrued monthly and were paid quarterly in arrears.
Effective May 1, 2007, Registrant withdrew as a member of the H/J Trading Vehicle and the I/J Trading Vehicle and re-allocated the assets to managed accounts in the name of Registrant. The assets that Registrant allocated to the I/J Trading Vehicle were re-allocated to a managed account managed by Eagle pursuant to its Momentum Program. The assets that Registrant withdrew from the H/J Trading Vehicle were re-allocated to a managed account managed by Ortus Capital Management Limited (“Ortus”) pursuant to its Major Currency Program. The H/J Trading Vehicle and I/J Trading Vehicle were dissolved effective as of April 30, 2007.
Effective December 31, 2007, Registrant withdrew as a member of the G/J Trading Vehicle and re-allocated assets to a managed account managed by Graham pursuant to its Global Diversified Program at 150% Leverage. The G/J Trading Vehicle was dissolved effective as of December 31, 2007.
From January 1, 2008 through June 30, 2009, Registrant allocated its assets to the three managed accounts noted above. Effective July 1, 2009, Registrant entered into trading advisory agreements with GLC Ltd. (“GLC”) pursuant to both its Behavioral Trend and Directional Programs, Krom River Investment Management (Cayman) Limited (“Krom”) pursuant to its Diversified Program and Crabel Capital Management, LLC (“Crabel”) pursuant to its Two Plus (1.5x) Program (collectively with Eagle, Ortus and Graham, the “Trading Advisors”). Beginning July 1, 2009, the Registrant allocated approximately one-sixth of its net assets to each Trading Advisor’s managed account (collectively the “Managed Accounts”), with such allocations to be re-balanced quarterly.
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Registrant pays Graham a monthly management fee equal to 1/12 of 2.5% (2.5% annually) of the assets allocated to Graham for trading and an incentive fee of 20% of the “New High Net Trading Profits” achieved by Graham with respect to the assets allocated to it. Registrant pays Eagle a monthly management fee equal to 1/12 of 2.0% (2.0% annually) of the assets allocated to Eagle for trading and an incentive fee of 20% of the “New High Net Trading Profits” achieved by Eagle with respect to the assets allocated to it. Registrant pays Ortus a monthly management fee equal to 1/12 of 2.0% (2.0% annually) of the assets allocated to Ortus for trading and an incentive fee of 20% of the “New High Net Trading Profits” achieved by Ortus with respect to the assets allocated to it. Registrant pays GLC a monthly management fee equal to 1/12 of 2.0% (2.0% annually) of the assets allocated to GLC for trading and an incentive fee of 20% of the “New High Net Trading Profits” achieved by GLC with respect to the assets allocated to it. Registrant pays Krom a monthly management fee equal to 1/12 of 2.0% (2.0% annually) of the assets allocated to Krom for trading and an incentive fee of 20% of the “ New High Net Trading Profits” achieved by Krom with respect to the assets allocated to it. Registrant pays Crabel a monthly management fee equal to 1/12 of 1.0% (1.0% annually) of the assets allocated to Crabel for trading and an incentive fee of 25% of the “New High Net Trading Profits” achieved by Crabel with respect to the assets allocated to it.
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 Registrant.
Registrant is an open-end fund, which solicits the sale of additional Limited Interests on a monthly basis until the maximum amount of Limited Interests being offered by Registrant have been sold. As such, Registrant may compete with other entities, whether or not formed by the Managing Owner, to attract new participants. In addition, to the extent that a Trading Advisor recommends similar or identical trades to Registrant and other accounts that it manages, Registrant may compete with those accounts for the execution of the same or similar trades, as well as with other market participants.
Employees
Registrant has no employees. Management and administrative services for 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 9 of Registrant’s 2009 Annual Report which is filed as an exhibit herewith.
Financial Information about Segments
Registrant’s business constitutes only one segment for financial reporting purposes. Registrant does not engage in the production or sale of any goods or services. The objective of Registrant’s business is appreciation of its assets through speculative trading in such commodity interests. Financial information about Registrant’s business, as of December 31, 2009, is set forth under Items 6, 7, and 8 herein.
Financial Information about Geographic Areas
Although Registrant trades in the global futures, forward and option markets, it does not have operations outside of the United States.
| ITEM 1A. | RISK FACTORS |
(1) You Should Not Rely on Past Performance
The commodity trading advisors selected by the Managing Owner to manage the assets of Registrant has a performance history through the date of its selection. You must consider, however, the uncertain significance of past performance, and you should not rely on the Trading Advisors’ or the Managing Owner’s performance record to date for predictive purposes. You should not assume that the Trading Advisors’ future trading decisions will create profit, avoid substantial losses or result in performance for Registrant that is comparable to the Trading Advisors’ or to the Managing Owner’s past performance. In fact, as a significant amount of academic study has shown, futures funds more frequently than not under-perform the past performance records.
Because you and other investors will acquire and redeem Interests at different times, you may experience a loss on your Interest even though Registrant as a whole is profitable and even though other investors in Registrant experience a profit. The past performance of Registrant may not be representative of your investment experience in it.
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Registrant has a limited operating history upon which to evaluate your investment. Although past performance is not necessarily indicative of future results, if Registrant had a material amount of performance history, such performance history might provide you with more information on which to evaluate an investment in Registrant. Because Registrant has no material performance history, you will have to make your decision to invest in Registrant without such information.
| (2) | Price Volatility May Possibly Cause the Total Loss of Your Investment |
Futures and forward contracts have a high degree of price variability and are subject to occasional rapid and substantial changes. Consequently, you could lose all or substantially all of your investment in Registrant.
| (3) | Speculative and Volatile Markets Combined With Highly Leveraged Trading May Cause Registrant to Incur Substantial Losses |
The markets in which Registrant trades are speculative, highly leveraged and involve a high degree of risk. The Trading Advisors’ trading considered individually involves a significant risk of incurring large losses, and there can be no assurance that Registrant 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 Registrant. Market volatility will increase the potential for large losses. Market volatility and leverage mean that Registrant could incur substantial losses, potentially impairing its equity base and ability to achieve its long-term profit objectives even if favorable market conditions subsequently develop.
In addition to the leveraged trading described above, the Managing Owner has the ability to further increase the leverage of Registrant by allocating notional equity to the Trading Advisors (in a maximum amount of up to 20% of Net Asset Value), which would then permit the Trading Advisor to trade the account of Registrant as if more equity were committed to such accounts than is, in fact, the case.
| (4) | High Leverage Embodied in Futures Trading May Exacerbate Losses |
There is no limit on the amount of leverage that Registrant may use or that the Trading Advisors may use for Registrant. The low margin deposits normally required in futures trading (typically between 2% and 15% of the value of the contract purchased or sold) permit an extremely high degree of leverage. Accordingly, a relatively small price movement in a contract may result in immediate and substantial losses to the investor. For example, if at the time of purchase 10% of the price of a futures contract is deposited as margin, a 10% decrease in the price of the contract would, if the contract is then closed out, result in a total loss of the margin deposit before any deduction for brokerage commissions. A decrease of more than 10% would result in a loss of more than the total margin deposit and trigger a margin call. Thus, like other leveraged investments, any trade may result in losses in excess of the amount invested.
Futures margin differs in important ways from the term as used in the securities industry. Futures margin represents a good faith deposit made by both the buyer and seller of the futures contract that they will perform as required by the terms of the contract. In contrast, stock margin represents a borrowing from the broker to enable the buyer to pay the full price of his purchase on the settlement date. This borrowing necessitates the payment of interest at a rate that may rise if credit becomes tight or may compel the borrower to sell his or its investment prematurely if the lender experiences a financial crisis and can no longer extend credit. Neither of these risks occurs with futures margin which is typically not borrowed.
| (5) | Trading in Options on Futures |
Although successful options trading requires many of the same skills required for successful futures trading, the risks involved may be somewhat different. Options trading may be restricted in the event that trading in the underlying futures contract becomes restricted, and options trading may itself be illiquid at times, irrespective of the condition of the market in the underlying future, making it difficult to offset (i.e., liquidate) an option position. In addition, the purchaser of an option is subject to the risk of losing his entire premium. An option writer (or seller of the option) is subject to a potentially unlimited risk if he does not own the underlying future at the time he sells a call option and must purchase the future in a rising market if the option is exercised.
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| (6) | Because Registrant 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 Registrant 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 Registrant trades unprofitably.
| (7) | Market Conditions May Impair Profitability |
The trading system used by the Trading Advisors are a technical, trend-following method. The profitability of trading under these systems depends on, among other things, the occurrence of significant price trends which are sustained movements, up or down, in futures and forward prices. Such trends may not develop; there have been periods in the past without price trends. The likelihood of the Interests 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 Advisor’s historic price analysis could establish positions on the wrong side of the price movements caused by such events.
| (8) | Trading is Not Transparent |
The trading decisions in respect of Registrant are made by the 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 Registrant’s trading results are reported to the Unitholders monthly. Accordingly, an investment in Registrant 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.
| (9) | Registrant is subject to Speculative Position Limits |
The CFTC and U.S. futures exchanges have established speculative position limits (referred to as “position limits”) on the maximum position in certain futures interest contracts that may be held or controlled by any one person or group. Therefore, the Trading Advisors may have to reduce the size of its position in one or more futures contracts in order to avoid exceeding such position limits, which could adversely affect the profitability of Registrant.
| (10) | Possible Illiquid Markets May Exacerbate Losses |
Futures and forward positions cannot always be liquidated at the desired price. It is difficult to execute a trade at a specific price when there is a relatively small volume of buy and sell orders in a market. A market disruption, such as when foreign governments may take or be subject to political actions which disrupt the markets in their currency or major exports, can also make it difficult to liquidate a position. Periods of illiquidity have occurred from time-to-time in the past, such as in connection with Russia’s default on its sovereign debt in 1998. Such periods of illiquidity and the events that trigger them are difficult to predict and there can be no assurance that the Trading Advisors will be able to do so.
There can be no assurance that market illiquidity will not cause losses for Registrant. The large size of the positions which the Trading Advisors are expected to acquire for Registrant 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 over-the-counter instruments than in respect of exchange-traded instruments because the performance of those contracts is not guaranteed by an exchange or clearinghouse and Registrant 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.
| (11) | Systematic Trading Strategies May Incur Substantial Losses |
A systematic trader will generally rely to some degree on judgmental decisions concerning, for example, what markets to follow and commodities to trade, when to liquidate a position in a contract which is about to expire and how large a position to take in a particular commodity. Although these judgmental decisions may have a substantial effect on a systematic trader’s performance, such trader’s primary reliance is on trading programs or models that generate trading signals. The systems utilized to generate trading signals are changed from time to time (although generally infrequently), but the trading instructions generated by the systems being used are followed without significant additional analysis or interpretation. Therefore, systematic trading may incur substantial losses by failing to capitalize on market trends that
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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.
| (12) | Competition with Other Technical and Trend-Following Traders |
The Trading Advisors’ trading systems incorporate technical analysis and trend-following, two trading methods that have gained increasing popularity among advisors. The significant growth in the number of such traders has translated into greater competition for the Trading Advisors in identifying and executing orders promptly to take advantage of profitable opportunities in the markets. Furthermore, the number of traders competing in the same market has the effect of decreasing the profit available in each trade as demand pushes up the price of a long contract and pushes down the price of a short contract.
| (13) | Other Limitations on Technical Analysis |
The profitability of technical analysis generally depends upon the accurate forecasting of major price moves or trends in prices. However, there is no assurance that trends will develop in the markets followed by the Trading Advisors or that they will be forecast accurately. Furthermore, on occasion fundamental rather than technical factors may drive prices. A strict reliance on technical analysis may cause the Trading Advisors to misperceive the factors motivating market behavior.
| (14) | Non-Discretionary Versus Discretionary Systems |
Certain programs of the Trading Advisors follow a primarily non-discretionary system. This means that trading signals are automatically generated by its models and, except in extreme situations, are followed to the letter. The Trading Advisors have found that the absence of discretion promotes greater consistency in performance and lessens the opportunity for less reliable anecdotal evidence and personal judgment to influence decision-making. In unusual market situations, the Trading Advisors reserve the right to deviate from its automatic system. This raises the possibility that the Trading Advisors may misinterpret when an unusual market situation has occurred and take actions that cause rather than prevent losses.
| (15) | The Limits of a Research-Based System |
A unique aspect of the Trading Advisor’s approach to trading is its heavy emphasis on research. Over half of its employees devote some or all of their time to identifying nuances in market patterns, rigorously testing hypotheses and refining models in order to give an edge to certain Trading Advisors’ trading system. However, research is generally linked to what has occurred in the past. To the extent a market deviates from its accustomed response to an event or the event itself is unusual, extreme or never before experienced by the market, the value of a research-based methodology will lessen. The clearest recent example is the subprime market fiasco beginning in mid-2007 which continues to produce an adverse impact on financial institutions and markets to a degree never before seen or even anticipated.
The constant evolution of markets represents a second factor influencing the benefits of a research-based system of trading. Unexpected price jumps have accompanied the transition from floor based to all-electronic markets. New contract rules and new market participants, both hedgers and speculators, have also impacted the way markets act and react. These changes are not easily discerned until an identifiable pattern forms. The Trading Advisors have concluded that the value of their research efforts far outweighs any limitations. However these limitations must be acknowledged.
| (16) | The Limits of Risk Management Systems |
A carefully designed and executed risk management system is critical to the success of any trading method. With this in mind, the Trading Advisors have approached the management of risk from many different perspectives. Nevertheless, risk management is not the same as eliminating risk. It is virtually impossible to eliminate risk whereas lowering risk may be possible in most situations. Accordingly, the Trading Advisors believe that they will continue to experience monthly, quarterly and even annual drawdowns despite their highly developed system of risk management.
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| (17) | Failure of Futures and Foreign Exchange Trading to be Non-Correlated to General Financial Markets Will Eliminate Benefits of Diversification |
Historically, managed futures and foreign exchange generally have been non-correlated to the performance of other asset classes such as stocks and bonds. Non-correlation means that there is no statistically valid relationship between the past performance of futures and forward contracts on the one hand and stocks or bonds on the other hand. Non-correlation should not be confused with negative correlation, where the performance would be exactly opposite between two asset classes. Because of this non-correlation, Registrant can be expected to be profitable during unfavorable periods for the stock market, or vice-versa. The futures and forward markets are fundamentally different from the securities markets in that for every gain in futures and forward trading, there is an equal and offsetting loss. If Registrant does not perform in a manner non-correlated with the general financial markets or does not perform successfully, you will obtain no diversification benefits by investing in the Interests and Registrant may have no gains to offset your losses from other investments.
| (18) | Trading on Commodity Exchanges Outside the United States is Not Subject to U.S. Regulation |
The Trading Advisors may engage in some or all of its trading on commodity exchanges outside the United States. Trading on such exchanges is not regulated by any United States governmental agency and may involve certain risks not applicable to trading on United States exchanges. In trading contracts denominated in currencies other than U.S. dollars, Registrant will be subject to the risk of adverse exchange-rate movements between the dollar and the functional currencies of such contracts. Additionally, trading on foreign exchanges is also subject to the risk of exchange controls, expropriation, excessive taxation or government disruption. Investors could incur substantial losses from trading on foreign exchanges by Registrant to which such investors would not have been subject had the Trading Advisors limited their trading to U.S. markets.
| (19) | Failure or Lack of Segregation of Assets May Increase Losses |
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 broker fails to do so, the assets of Registrant might not be fully protected in the event of their bankruptcy. Furthermore, in the event of the clearing broker’s bankruptcy, Registrant could be limited to recovering only a pro rata share of all available funds segregated on behalf of the clearing broker’s combined customer accounts, even though certain property specifically traceable to Registrant (for example, Treasury bills deposited by Registrant with the clearing broker as margin) was held by the clearing broker. The clearing broker has been the subject of certain regulatory and private causes of action.
In the event of the FCM’s, bankruptcy, Registrant may recover a pro-rata share or none of its assets.
| (20) | Default by Counterparty and Credit Risk Could Cause Substantial Losses |
Dealers in forward contracts are not regulated by the CEA and are not obligated to segregate customer assets. As a result, Unitholders do not have such basic protections with respect to the trading in forward contracts by Registrant. This lack of regulation in these markets could expose Registrant in certain circumstances to significant losses in the event of trading abuses or financial failure by the counterparties.
Registrant also faces the risk of non-performance by the counterparties to the over-the-counter contracts. Unlike in futures contracts, the counterparty to these contracts is generally a single bank or other financial institution, rather than a clearing organization backed by a group of financial institutions. As a result, there will be greater counterparty credit risk in these transactions. The clearing member, clearing organization or other counterparty may not be able to meet its obligations, in which case Registrant could suffer significant losses on these contracts.
| (21) | Possible FCM Failure |
Under CFTC regulations, FCMs are required to maintain clients’ assets in a segregated account. If a Diversified Program client’s FCM fails to do so, the client may be subject to a risk of loss of Registrants on deposit with the client’s FCM in the event of its bankruptcy. In addition, under certain circumstances, such as the inability of another client of the FCM or the FCM itself to satisfy substantial deficiencies in such other client’s account, a client may be subject to a risk of loss of Registrants on deposit with the client’s FCM. In the case of any such bankruptcy or client loss, a client might recover, even in respect of property specifically traceable to the client, only a pro rata share of all property available for distribution to all of the FCM’s clients.
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| (22) | Forwards, Swaps, Hybrids and Other Derivatives are Not Subject to CFTC Regulation |
Registrant may trade foreign exchange contracts in the interbank market. Since forward contracts are traded in unregulated markets between principals, Registrant also assumes the risk of loss from counterparty nonperformance. In the future, Registrant may also trade swap agreements, hybrid instruments and other off-exchange contracts. Swap agreements involve trading income streams such as fixed rate or floating rate interest. Hybrids are instruments that combine features of a security with those of a futures contract. Because there is no exchange or clearing house for these contracts, Registrant will be subject to the credit risk and nonperformance of the counterparty. Additionally, because these off-exchange contracts are not regulated by the CFTC, Registrant will not receive the protections that are provided by the CFTC’s regulatory scheme.
There may be an additional risk due to the fact Registrant may trade foreign exchange contracts off-exchange and, as such, does not have protection of an exchange. There is also the additional risk that the assets held with the clearing broker for trading off-exchange foreign currencies are not required to be segregated.
Registrant may also trade options on futures. Although successful options trading requires many of the same skills as successful futures trading, the risks are different. Successful options trading requires a trader to assess accurately near-term market volatility because that volatility is immediately reflected in the price of outstanding options. Correct assessment of market volatility can therefore be of much greater significance in trading options than it is in many long-term futures strategies where volatility does not have as great an effect on the price of a futures contract.
| (23) | Foreign Exchange Currency Trading is Not Subject to CFTC Regulation |
The Trading Advisors may trade their programs by entering into spot and forward transactions involving currencies with United States and foreign banks and currency dealers, or it 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.
| (24) | Fees and Commissions are Charged Regardless of Profitability and May Result in Depletion of Registrant’s Assets |
Registrant is subject to the fees and expenses described herein which are payable irrespective of profitability in addition to incentive fees which are payable to the Trading Advisor based on the Trading Advisor’s profitability and not on the profitability of Registrant as a whole. Such fees and expenses include the Managing Owner’s management fee of 0.5% and the Trading Advisors’ management fees ranging from 1.0% to fee of 2.5%. In addition, Registrant is subject to incentive fees ranging from 20% to 25% of net profits on a cumulative high water mark basis. The Trading Advisors’ fees are based on a variety of factors, including the fees the Trading Advisor charges to other clients.
Registrant is also subject to brokerage fees and administrative expenses. On Registrant’s forward trading, “bid-ask” spreads are incorporated into the pricing of Registrant’s forward contracts by its counterparties in addition to the brokerage fees paid by Registrant. It is not possible to quantify the “bid-ask” spreads paid by Registrant because Registrant cannot determine the profit its counterparty is making on the forward trades into which it enters. Consequently, the expenses of Registrant could, over time, result in significant losses to your investment therein. You may never achieve profits.
| (25) | Reliance on the Trading Advisors to Trade Successfully |
The Trading Advisors are responsible for making all futures, forwards, and options trading decisions on behalf of Registrant. The Managing Owner has no control over the specific trades the Trading Advisors may make, leverage used by the Trading Advisors in implementing its trading program, risks and/or concentrations assumed or whether the Trading Advisors will act in accordance with the disclosure documents or descriptive materials furnished by it to the Managing Owner. The Managing Owner can provide no assurance that the trading program employed by the Trading Advisors will be successful.
| (26) | Increase in Assets Under Management May Affect Trading Decisions |
The more equity the Trading Advisors manage, the more difficult it may be for the Trading Advisors to trade profitably because of the difficulty of trading larger positions without adversely affecting prices and performance. Accordingly, such increases in equity under management may require the Trading Advisors to modify trading decisions for Registrant that could have a detrimental effect on your investment.
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| (27) | You Cannot be Assured of the Trading Advisor’s Continued Services Which May Be Detrimental to Registrant |
You cannot be assured that the Trading Advisors will be willing or able to continue to provide advisory services to Registrant for any length of time. There is severe competition for the services of qualified trading advisors, and Registrant may not be able to retain satisfactory replacement or additional trading advisors on acceptable terms or the Trading Advisors may require Registrant to pay higher fees in order to be able to retain the Trading Advisor. The Managing Owner may either terminate the Trading Advisor upon 30 days’ prior written notice, or upon shorter notice, if for cause. The Trading Advisors have the right to terminate the Trading Advisory Agreement in its discretion at any time for cause.
| (28) | The LLC Operating Agreement Does Not Require the Managing Owner to Maintain a Particular Net Worth or Capital Account |
The Operating Agreement does not require the Managing Owner to maintain a particular net worth or capital account. As such, investors may have limited recourse against the Managing Owner in certain circumstances.
| (29) | Limited Ability to Liquidate Your Investment |
There is no secondary market for the Interests. While the Interests may be redeemed, there are restrictions. For example, Interests may be redeemed only as of the close of business on the last business day of a calendar month provided a Request for Redemption is received at least five business days prior to the end of such month excluding the last business day of the month.
Transfers of Interests are subject to limitations, such as 30 days’ advance notice of any intent to transfer. Also, the Managing Owner may deny a request to transfer if it determines that the transfer may result in adverse legal or tax consequences for Registrant.
| (30) | Various Actual and Potential Conflicts of Interest May Be Detrimental to Unitholders |
Registrant is subject to actual and potential conflicts of interests involving the Managing Owner, the Trading Advisors, and various brokers. 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 Registrant’s business, which also presents the potential for numerous conflicts of interest with Registrant. As a result of these and other relationships, parties involved with Registrant have a financial incentive to act in a manner other than in the best interests of Registrant and its Unitholders. The Managing Owner has not established any formal procedure to resolve conflicts of interest. Consequently, investors will be dependent on the good faith of the respective parties subject to such conflicts to resolve them equitably. Although the Managing Owner attempts to monitor these conflicts, it is extremely difficult, if not impossible, for the Managing Owner to ensure that these conflicts do not, in fact, result in adverse consequences to Registrant.
Registrant may be subject to certain conflicts with respect to its clearing broker, its futures broker, and any executing broker including, but not limited to, conflicts that result from receiving greater amounts of compensation from other clients, purchasing opposite or competing positions on behalf of third party accounts traded through the clearing broker, the futures broker and executing brokers.
Selling agents will be entitled to ongoing compensation as a result of their clients holding Interests, so a conflict exists between their interest in maximizing compensation and in advising their clients to make investment decisions in such clients’ best interests.
| (31) | Unitholders Taxed Currently |
Unitholders are subject to tax each year on their allocable share of the income or gains (if any) of Registrant, whether or not they receive distributions. Moreover, the Managing Owner does not intend to make any distributions to Unitholders. Consequently, Unitholders will be required either to redeem Interests or to make use of other sources of funds to discharge their tax liabilities in respect of any profits earned by Registrant.
In comparing the profit objectives of Registrant with the performance of more familiar securities in which one might invest, prospective investors must recognize that if they purchased equity or debt, there probably would be no tax due on the appreciation in the value of such holdings until disposition. In the case of Registrant, on the other hand, a significant portion of any appreciation in the Unitholders’ capital accounts must be paid in taxes by the Unitholders every year, resulting in a substantial cumulative reduction in their net after-tax returns. Because Unit-holders will be
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taxed currently on their allocable share of the income or gains of Registrant, if any, Registrant may trade successfully but investors nevertheless would have recognized significantly greater gains on an after-tax basis had they invested in conventional stocks or bonds with comparable performance.
The performance information included in this Memorandum is presented exclusively on a pre-tax basis.
| (32) | Limitation on Deductibility of “Investment Advisory Fees” |
Non-corporate Unitholders may be required to treat the amount of incentive fees, management fees, and other expenses of Registrant as “investment advisory fees” which may be subject to substantial restrictions on deductibility for federal income tax purposes. In the absence of further regulatory or statutory clarification, the Managing Owner is not classifying these expenses as “investment advisory fees,” but this is a position to which the Internal Revenue Service (the “IRS”) may object. If a substantial portion of the fees and other expenses of Registrant were characterized as “investment advisory fees,” an investment in Registrant might no longer be economically viable.
| (33) | Taxation of Interest Income Irrespective of Trading Losses |
The Unitholders’ capital accounts reflect the trading profits and losses as well as the interest income earned and expenses incurred by Registrant. However, losses on Registrant’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 and cannot be used to offset any ordinary income in the case of a corporate Unitholder. 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 its capital account 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 Unit-holders could result in such Unitholders having a tax liability in respect of their investment in Registrant despite incurring a financial loss on their Interests.
| (34) | Possibility of a Tax Audit of Both Registrant and the Unitholders |
There can be no assurance that the tax returns of Registrant will not 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.
Investors are strongly urged to consult their own tax advisers and counsel with respect to the possible tax consequences to them of an investment in Registrant; such tax consequences may differ in respect of different investors.
| (35) | Regulatory Changes or Actions May Alter the Nature of an Investment in Registrant |
Considerable regulatory attention has been focused on non-traditional investment pools, in particular commodity pools. There has been significant international governmental concern expressed regarding, for example, (i) the disruptive effects of speculative trading on the central banks’ attempts to influence exchange rates and (ii) the need to regulate the derivatives markets in general. There is a possibility of future regulatory changes altering, perhaps to a material extent, the nature of an investment in Registrant.
The futures markets are subject to comprehensive statutes, regulations, and margin requirements. In addition, the CFTC and the exchanges are authorized to take extraordinary actions in the event of a market emergency, including, for example, the retroactive implementation of speculative position limits or higher margin requirements, the establishment of daily price limits and the suspension of trading. The regulation of futures and forward transactions in the United States is a rapidly changing area of law and is subject to modification by government and judicial action. The effect of any future regulatory change on Registrant is impossible to predict, but could be substantial and adverse.
| (36) | Lack of Independent Experts Representing Investors |
The Managing Owner has consulted with counsel, accountants and other experts regarding the formation and operation of Registrant. No counsel has been appointed to represent you in connection with the offering of the Interests. Accordingly, you should consult your own legal, tax and financial advisers regarding the desirability of an investment in Registrant.
| (37) | Possibility of Termination of Registrant Before Expiration of its Stated Term |
Registrant will be dissolved upon the insolvency, bankruptcy, dissolution or withdrawal of the Managing Owner, unless a substitute Managing Owner were obtained in accordance with the Operating Agreement. Additionally, the
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Managing Owner has the authority to dissolve Registrant in its sole discretion. The occurrence of such an event could cause you to liquidate your investments and upset the overall maturity and timing of your investment portfolio. Additionally, 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 Registrant.
| Item 1B. | Unresolved Staff Comments |
None
| Item 2. | Properties |
Registrant does not own or lease any physical properties in the conduct of its business. 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 Spectrum Global Fund Administration, L.L.C., Registrant’s administrator, which is located at 33 West Monroe, Suite 1000, Chicago, Illinois 60603, and 8415 Pulsar Place Suite 400, Columbus, Ohio 43240. In addition, the administrator maintains certain books and records of 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 Registrant is a party or to which any of its assets are subject.
| Item 4. | Submission of Matters to a Vote of Security Holders |
None
| Item 5. | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities |
Information with respect to the offering of Interests and the use of proceeds is incorporated by reference from Note 1 of Registrant’s 2009 Annual Report to this section, which is filed as an exhibit hereto.
A significant secondary market for the Limited Units has not developed, and is not expected to develop in the future. There are also certain restrictions set forth in the Trust Agreement limiting the ability of a Unitholder to transfer Units to the different Classes. However, Limited Units may be redeemed on a monthly basis. Redemptions are calculated based on Registrant’s then current Net Asset Value per Interest as of the close of business on the last business day of the month in which the redemption request is effected.
The following table presents sales of unregistered interest (i.e., Managing Owner interests) exempt from registration under Section 4(2) of the Securities Act of 1933 during the period from September 28, 2004 (inception) through December 31, 2009.
| 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 | ||
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| 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 Registrant’s present or future ability to make distributions in accordance with the provisions of the Trust Agreement. No distributions have been made since inception and no distributions are anticipated in the future.
As of March 1, 2010, there were 2,440 holders of record owning 1,099,737 Interests, which include 10,561 General Units (Managing Owner Interests).
The Managing Owner has sole discretion in determining what distributions, if any, Registrant will make to Unitolders. Registrant has never declared a dividend and does not intend to do so in the future. Registrant did not repurchase any Interests registered pursuant to Section 12 of the Exchange Act during the period January 1, 2009 through December 31, 2009.
| Item 6. | Selected Financial Data |
The following table presents selected financial data of Registrant for the years ended December 31, 2009 to December 31, 2006 and the period December 1, 2005 to December 31, 2005. This data should be read in conjunction with the financial statements of Registrant and the notes thereto on pages 2 through 23 of Registrant’s 2009 Annual Report, which is filed as an exhibit hereto.
| Year Ended December 31, 2009 |
Year Ended December 31, 2008 |
Year Ended December 31, 2007 |
Year Ended December 31, 2006 |
Period Ended December 31, 2005 |
|||||||||||||
| Total revenues (including interest) |
$ | 15,624,205 | $ | 25,625,045 | $ | 13,165,144 | $ | 4,882,356 | $ | (464,598 | ) | ||||||
| Net income (loss) |
$ | 4,392,395 | $ | 12,929,558 | $ | 5,951,782 | $ | 120,705 | $ | (800,564 | ) | ||||||
| Net income (loss) |
$ | 4.11 | $ | 14.27 | $ | 7.98 | $ | 0.32 | $ | (2.58 | ) | ||||||
| Net income (loss) |
$ | 6.34 | $ | 13.95 | $ | 10.46 | $ | (2.52 | ) | $ | 0.00 | ||||||
| Total assets |
$ | 131,456,001 | $ | 132,391,342 | $ | 83,444,314 | $ | 72,720,132 | $ | 37,915,323 | |||||||
| Net asset value per Interest- Class I |
$ | 124.69 | $ | 120.57 | $ | 105.40 | $ | 98.20 | $ | 97.38 | |||||||
| Net asset value per Interest- Class II |
$ | 130.38 | $ | 123.39 | $ | 105.76 | $ | 96.71 | $ | 0.00 | |||||||
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| 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 Registrant’s financial statements. Actual results may differ from the estimates used.
The Managing Owner has evaluated 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 Registrant’s significant accounting policies, see Note 2 of Registrant’s 2009 Annual Report, attached hereto.
The valuation of Registrant’s investments that are not traded on a United States (“U.S”) or internationally recognized futures exchange is a critical accounting policy. The market values of futures (exchange traded) contracts is verified by Registrant’s administrator, which obtains valuation data from third party data providers such as Bloomberg, Reuters and Super Derivatives and compares those prices with Registrant’s clearing broker. The market value of currency swap and forward (non-exchange traded) contracts is extrapolated on a forward basis from the spot prices quoted as of 4 p.m. on the last business day of the reporting period. All values assigned by the administrator and confirmed by the Managing Owner are final and conclusive as to all of Registrant’s Unitholders.
As such, if actual results vary from estimates used, they are not anticipated to have a material impact on the financial statements and related disclosures.
Registrant records all investments at fair value in its financial statements, with changes in fair value reported as a component of Trading Profits (Losses) in the Statements of Operations. Generally, fair values are based on quoted market prices; however, in certain circumstances, significant judgments and estimates are involved in determining fair value in the absence of an active market closing price. Registrant considers prices for exchange traded commodity futures and options contracts to be based on quoted prices in active markets for identical assets (Level 1). The values of forwards, swaps, and certain option contracts for which market quotations are not readily available are priced by Super Derivatives, Bloomberg, Reuters and or other third party data providers who derive fair values for those assets from observable inputs (Level 2). Level 3 inputs reflect Registrant’s assumptions that it believes market participants would use in pricing the asset or liability. 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 Registrant’s proprietary data. Level 3 inputs generally include information derived through extrapolation or interpolation of observable market data. Registrant does not currently have any investments valued using Level 3 inputs.
Of the Registrant’s unrealized gains at December 31, 2009, $1,378,396 or 48.36 % of the Registrant’s unrealized gains at December 31, 2009 are classified as Level 1 and $1,472,117 or 51.64% as Level 2. $660,900 or (61.37)% of Registrant’s unrealized gains (losses) at December 31, 2008 are classified as Level 1 and $(1,737,730) or 161.37 % as Level 2. There are no Level 3 investments at December 31, 2009 or 2008.
In April 2009, the Financial Accounting Standards Board (“FASB”) issued accounting guidance clarifying the application of Accounting Standards Codification (“ASC” or “Codification”) Topic 820, “Fair Value Measurements and Disclosures.” The additional guidance provides for how the fair value of a financial asset or liability is determined when the volume and level of activity for the asset or liability have significantly decreased and on identifying circumstances that indicate a transaction is not orderly. The guidance was effective for interim and annual periods after June 15, 2009, with early adoption permitted for periods ending after March 15, 2009, and is to be applied prospectively. The Registrant adopted the guidance effective January 1, 2009. As required, the Registrant also adopted guidance relating to recognition and presentation of other-than-temporary impairments, effective January 1, 2009. The adoption of these pronouncements did not have an impact on the Registrant’s financial statements.
In March 2008, the FASB issued accounting guidance which established among other things, the disclosure requirements for derivative instruments and for hedging activities. The guidance is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. The Registrant’s adoption of the guidance effective January 1, 2009 did not have a material impact on the Registrant’s financial statements, other than enhanced disclosures as discussed under Note 2 of Registrant’s 2009 Annual Report.
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Effective for the quarter ending June 30, 2009, the Registrant adopted ASC Topic 855, “Subsequent Events” which provides guidance to establish general standards of accounting for and disclosures of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. The adoption of ASC Topic 855 did not have a material impact on the Registrant’s financial statements.
Effective July 1, 2009, the Registrant adopted ASC Topic 105, “Generally Accepted Accounting Principles”. ASC Topic 105 establishes the FASB Accounting Standards Codification as the source of authoritative accounting principles recognized by the FASB to be applied by non-governmental entities in the preparation of financial statements in conformity with U.S. GAAP. Rules and interpretive releases of the SEC under authority of federal securities laws are also sources of authoritative U.S. GAAP for SEC registrants. The Codification did not change U.S. GAAP but reorganizes the existing literature into Topics. References for FASB guidance throughout this document have been updated for the Codification.
On September 30, 2009, the FASB issued Accounting Standards Update (“ASU”) No. 2009-12, Investments in Certain Entities That Calculate Net Asset Value per Share (or its Equivalent) (“ASU 2009-12”). ASU 2009-12 provides guidance on measuring the fair value of certain alternative investments, and amends ASC Topic 820 to offer investors a practical means for measuring the fair value of investments in certain entities that calculate net asset value and require certain disclosures. ASU 2009-12 is effective for periods ending after December 15, 2009, and early adoption is permitted. The adoption of ASU 2009-12 did not have an impact on the Registrant’s financial statements.
Liquidity and Capital Resources
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 Interests”) and general units (“General Interests” or “Managing Owner Interests” and, together with the Limited Interests, “Interests”) of beneficial ownership in Registrant for the period from December 1, 2005 (commencement of operations) to December 31, 2009 resulted in additional gross proceeds to Registrant of $133,721,803.
Limited Interests in Registrant may be subscribed or redeemed on a monthly basis.
Subscriptions and Redemptions
Year Ended December 31, 2009
Subscriptions of Limited Interests and General Interests for the year ended December 31, 2009 were $21,642,219 and $0, respectively. Redemptions of Limited Interests and General Interests for the year ended December 31, 2009 were $22,940,539 and $0, respectively.
Year Ended December 31, 2008
Subscriptions of Limited Interests and General Interests for the year ended December 31, 2008 were $43,297,135 and $333,039, respectively. Redemptions of Limited Interests and General Interests for the year ended December 31, 2008 were $11,468,605 and $0, respectively.
Year Ended December 31, 2007
Subscriptions of Limited Interests and General Interests for the year ended December 31, 2007 were $21,511,386 and $51,000, respectively. Redemptions of Limited Interests and General Interests for the year ended December 31, 2007 were $14,894,690 and $0, respectively.
Liquidity
At December 31, 2009, approximately 100% of Registrant’s net assets were allocated to commodities trading. A significant portion of Registrant’s net assets was held in cash, which was used as margin for trading in commodities. In as much as the sole business of Registrant is to trade in commodities, Registrant continues to own such liquid assets to be used as margin. The clearing brokers and bank credit Registrant with interest income on 100% of its average daily equity maintained in its accounts with the clearing brokers and bank during each month at competitive interest rates.
The commodities contracts may be subject to periods of illiquidity because of market conditions, regulatory considerations and other reasons. For example, commodity exchanges limit fluctuations in certain commodity futures contract prices during a single day by regulations referred to as “daily limits.” During a single day, no trades may be executed at prices beyond the daily limit. Once the price of a futures contract for a particular commodity has increased or
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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 Registrant from promptly liquidating its commodity futures positions.
Since Registrant’s business is to trade futures, forward and option contracts, 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). 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 Registrant’s speculative trading as well as the development of drastic market occurrences could result in losses considerably beyond Registrant’s experience to date and could ultimately lead to a loss of all or substantially all of investors’ capital. The Managing Owner attempts to minimize these risks by requiring 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 9 of Registrant’s 2009 Annual Report, attached hereto for further discussion on the credit and market risks associated with Registrant’s futures, forward and option contracts.
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, 2009, 2008, and 2007:
Year Ended December 31, 2009
The year began amid a precipitous decline in global economic activity and a continued plunge in risk assets. However, an unprecedented, massive, concerted effort by policymakers around the world eventually took effect. The U.S. Federal Reserve (the “Fed”) vastly expanded its lender of last resort operations by accepting a wide range of collateral through its discount window as well as through a variety of programs designed at various secondary markets. Furthermore, the Fed embarked on a vast expansion of its balance sheet, also called quantitative easing, to pump excess reserves into the system. Meanwhile, the U.S. Treasury bailed out General Motors after already having taken over Fannie Mae and Freddie Mac in late 2008. The U.S. was not the only government stepping on the policy gas. Others followed suit, with varying degrees of stimuli. The UK was equally, if not more, aggressive than the U.S. The European Central Bank vastly expanded the scope of its operations. China launched a massive stimulus program consisting of a ramp up in infrastructure spending. Overall, the global monetary and fiscal stimuli were unprecedented in scale and scope. Eventually, the markets began to recognize that policymakers were unlikely to countenance a complete collapse of economic activity. The realization that the Great Depression Mark II would be avoided was enough to power the steepest rally since the 1930s.
While a catastrophe was avoided, the U.S. economic performance nonetheless turned out to be the worst in the postwar era. The U.S. economy lost 4.2 million jobs and the unemployment rate skyrocketed to cross the 10% threshold. The first six months of the year witnessed a massive 3.5 million in job losses. Motor vehicle sales plunged to their lowest level since 1981 and retail sales at one point during the year showed a 10% year-over-year decline. The household sector was in retrenchment mode, consumer credit suffered its steepest decline since WWII and overall household debt experienced its first decline since the record began in 1952. However, by mid year, many of the indicators started to stabilize. Housing was the first to offer a glimmer of hope. New and existing home sales and housing starts bottomed in the first quarter. More importantly, the Case-Shiller Index reported that home prices rose for five consecutive months after the trough in February. Auto sales, initially boosted by the U.S. government’s cash-for-clunkers policy, settled at well above their lows. Toward year-end, even the employment situation displayed slight improvement.
After a stellar 2008, U.S. Treasuries turned out mediocre performance in 2009. While the two-year showed a small gain, Treasuries of maturities five years or greater gave up some ground. The losses in the five and ten-year were modest but the thirty-year lost approximately 14.9%. The Fed kept rates unchanged throughout the year as subdued inflation and still-high unemployment gave the Fed enough reason not to take its foot off the monetary pedal. Central banks in much of the advanced world maintained the status quo throughout the year. Australia was a notable exception, hiking rates three times late in the year in the face of strengthening demand for commodities, an improving labor market and a recovery in housing.
Currencies: The Dollar Index, which measures the U.S. dollar against a basket of currencies, started 2009 on a high note as the global risk aversion bolstered the demand for the dollar as a safe haven. However, as financial conditions stabilized, the dollar began to lose ground and the slump continued as the rally in risk assets gathered steam and eventually the economic recovery began to take hold. The dollar rallied smartly in December but still ended the year down approximately 5.2%. The greenback declined against all the major currencies, except the Japanese yen. The
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dollar’s largest declines came against the Australian, Canadian and New Zealand dollars as the recovery in commodities and rising interest rates boosted those currencies. The euro recorded a solid gain against the dollar, rising approximately 3.0%. Emerging market currencies by and large enjoyed solid gains.
Energies: Crude oil continued the downtrend early in year before hitting a trough in February. Thereafter, the Organization of the Petroleum Exporting Countries’ production cuts and increasing evidence of Chinese-led Asian inventory restocking demand bolstered crude. As the year progressed, stabilization in U.S. demand assisted in crude’s overall positive performance as well and crude ended the year up nearly 77.9%. Reformulated gasoline outperformed crude, rising approximately 103.6% as U.S. transportation demand stabilized and then increased. Heating oil posted a solid gain of approximately 50.7% as unusually cold weather toward year end helped boost gains. Cold weather helped natural gas as well, but not enough to prevent it from recording a loss for the year. In September, natural gas had slumped to a seven-year low amid rising production and surging inventories.
Indices: Global equity performance in 2009 was a welcome and stark contrast to that of 2008. The year started off poorly, with the S&P 500 hitting a twelve-year low. At that point, the forty-year total return on the index fell below that of the ten-year bond for the first time. However, unnoticed by many, the dividend yield on the S&P 500 had edged up past the ten-year yield, something that had not occurred since the mid 1950s. From that trough, stocks staged their largest rally since the 1930s, led by financials. For the year as a whole, the S&P 500, Dow Jones Industrial Average and the NASDAQ gained approximately 23.5%, 18.8% and 43.9%, respectively. In Europe, the DAX, CAC and FTSE experienced even larger rallies, posting gains of 23.9%, 22.3% and 25.0%, respectively. Of the three majors in Asia, the Kospi and the Hang Seng surged powerfully, rising 49.7% and 52.0%, respectively, while the Nikkei posted a respectable 19.0% gain. Australia and New Zealand witnessed sharp gains as well. Emerging economy stocks as whole had a V-shaped recovery, the MSCI Emerging Market Index rose 66.2% for the year.
Metals: Precious and base metals recorded impressive performance in 2009. While gold made headlines, copper actually led the way, gaining 138.5%, followed by zinc, which rose 111.9%. In fact, the entire base metals complex outperformed gold. Nickel and aluminum posted gains of 58.3% and 44.8%, respectively. Gold itself rose 24.0%, although a selloff in December took some shine off the yellow metal. Silver recorded a hefty 49.3% gain.
Agriculturals: Agricultural commodities had a mixed year and grains in general underperformed the rest of the commodity complex. For 2009, the S&P GSCI Grains Index posted a 10.3% loss, compared with the 13.5% gain for S&P GSCI overall. Wheat was the worst performer, not only within the grains complex but among major commodities as well, as it lost 11.3% for the year. Notwithstanding the gyrations caused by weather throughout the year, a wet spring delayed planting, a cool summer then slowed development of these crops, and finally a wet cold fall severely delayed harvesting. Ample production and storage overhang from 2008 weighed on wheat and on the grain sector. Corn and soybeans gained modestly, rising 1.8% and 6.9%, respectively. The recovery in biofuel demand helped support corn and soybeans. Live cattle increased 1.8% and hogs gained 7.8%.
Softs: Sugar was the star performer in 2009, recording a 128.2% gain and increasing to its highest level since 1980. Massive production shortfall in India, the world’s largest consumer of sugar and the second biggest producer, created the perfect condition for sugar’s meteoric rise. Coffee and cocoa recorded strong performance as well, rising 21.3% and 23.1%, respectively, as the global economic recovery and favorable fundamentals were supportive.
Year Ended December 31, 2008
2008 was a watershed year for the world economy and the financial industry. It marked the end of an era for the world economy—an era of rising leverage, bloated balance sheets, inflated asset valuations, and above all, a dangerously unbalanced international economic and financial arrangement that was heavily reliant on the American consumer as the buyer of last resort. The financial market upheavals of the past year, rivaled only by those of the Great Depression, smashed the aging edifice of the old era. The pain was all the more acute for the financial sector, where the yearlong nightmare was topped off by the eruption of the Bernie Madoff scandal. Thanks to the dramatic monetary and fiscal policy moves worldwide, most notably by the US Federal Reserve, the US is unlikely to repeat the Depression of the 1930’s. However, the liquidity environment is likely to remain challenged and a sustainable economic recovery may well not begin until 2010.
The US economic data reported throughout the year were horrendous. The US economy lost 2.6 million jobs in 2008, the most since 1945. Of these, 1.9 million jobs were lost in the last few months of the year. The unemployment rate jumped to over 7% to end the year, which is the highest it has been in sixteen years. The latest reported US housing prices showed a drop of over 15% from January 2008 through October 2008 and a 30% decline from January 2007 through October 2008 was reported. At year end, housing starts were at the lowest levels in 50-years and housing permits, one of the leading economic indicators, were at 27-year lows. Retail sales struggled through 2008 and capped the year with one of the worst holiday seasons on record.
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According to the Merrill Lynch Index, treasuries of all maturities combined returned almost 15% in 2008. The Federal Reserve added additional liquidity and slashed the Federal Discount Rate to a 0.0% - 0.25% range during December. For the first half of the year, the Federal Reserve Open Market Committee lowered rates in attempts to improve market conditions due to the sub-prime mortgage crisis. Additional rate reductions were geared to stimulate the economy in the face of the global credit crisis as numerous financial institutions announced faltering operations during the last few months of 2008. As a result, the Discount Rate and Federal Funds Rate decreased over 4% throughout the year.
As the housing and credit markets around the globe crumbled, the world’s central banks worked collaboratively and lowered key rates throughout 2008. The Bank of England, faced with a deepening banking crisis and recession, lowered their rate by approximately 3.5% throughout the year. Even the President of the ECB, Jean Claude Trichet, had to abandon his long term hawkish stance as the ECB lowered rates to 2.0% by year end. The scene was all too familiar in Asia as the Peoples Bank of China and the Bank of Japan lowered rates in 2008.
Currencies: The Dollar Index, which measures the US unit against a basket of other currencies, capped off the year by gaining roughly 6%. The greenback’s most noteworthy gains were concentrated on the euro, pound and Australian and New Zealand dollars. The US dollar continued to decline versus the Japanese yen in December and fell approximately 19% for the year, the largest decline in more than twenty years. Japan appeared to be significantly less exposed to the credit crisis compared to the US, England, European Union, China and other nations as the yen witnessed gains across the board in 2008. Though the euro lost value versus the US dollar in 2008, it ended the year with record performance versus the pound. The pound was the weakest among major currencies versus the US dollar with an approximate 27% slide during the year.
Energies: After crude reached a record high close of over $145 a barrel on July 3, the deleveraging and a severe drop off in demand caused the price of crude to plummet. Within the Dow Jones AIG Commodity Index (“DJAIG”) crude was one of the worst performing sectors in 2008, posting losses in excess of 50% by closing the year near $45 a barrel. Crude continued to slide despite significant OPEC (Organization of the Petroleum Exporting Countries) supply decreases in September, in October and again in December. Heating oil and reformulated gasoline had similar 2008 price trends. Reformulated gasoline posted the worst performance within the DJAIG with losses amounting to roughly 60% for the year. Natural gas witnessed handsome returns through July as the price of domestic natural gas surged from the first quarter and rallied over 70% for the year. However, like other commodities, the global economic malaise caused demand to drop off considerably leading to dramatic price reductions throughout the second half of the year. The dispute between Russia and the Ukraine, which disrupted the supply of natural gas to Central and Eastern Europe during December, had little impact on price. Within the DJAIG, natural gas realized a loss near 25% for the year, which was the best performance for all energies within the Index.
Agriculturals: Wheat, corn, soybeans and cotton ended the year with strong overall returns for December but all suffered rather disappointing returns for the year. Overall for 2008, wheat, corn, soybeans and cotton ended the period down approximately 31%, 11%, 19% and 28%, respectively, within the DJAIG. Wheat gained early in the year on fears of feed grain shortage but record annual harvest, followed by the wheat deleveraging that occurred in the second half of the year due to the global financial meltdown, led to increased supplies plaguing silos across the globe. The ethanol story, the growing potential of an eventual global food shortage and capital flows into commodities, were all factors behind corn’s rally in the first half of 2008 that seemed to disappear in the third and fourth quarters of the year. Despite excessive precipitation across the central bean belt and increased demand from China, which lent support for soybeans’ performance realized during the first and second quarters, all gains were erased in the third and fourth quarters.
Indices: The global equity performance for 2008 in general can be described as dreadful. The year started off poorly and the markets just got worse. Many market participants fell victim to forced selling as massive capital outflows continued through year end. The global credit crisis and the recession worsened, but a flake of relief emerged as central banks worked collaboratively and lowered key rates, added substantial liquidity and enacted stimulus packages during the final months of the year with more promised for 2009. The result for the major US indices was a modest advance in December as the Dow Jones Industrial Average posted a slight gain; however, it ended the year down approximately 34%. The S&P 500 ended December with an advance but posted an approximate 37% loss for the year. For December, the NASDAQ recorded positive overall performance but technology stocks were a major victim of the global economic collapse and realized an approximate 40% loss for the year. In Europe, the DAX and CAC witnessed positive performance in December; however, they posted losses of approximately 40% and 43%, respectively, for the year. The London FTSE and Russian equities finished December and the year with negative returns. The three majors in Asia — the Nikkei, Hang Seng and Kospi — ended 2008 on a rally but down considerably for the year. Australia and New Zealand witnessed steep losses in 2008 as well. The Latin American block was hit hard by the economic meltdown as the Mexican Bolsa Index and the Brazilian Bovespa Stock Index closed the year down considerably.
Metals: Gold posted strong performance as the precious metal advanced approximately 8% in December and finished 2008 up almost 5%. Asian and geopolitical buying, flight-to-safety, strong European dealer demand and small
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losses in the US Dollar Index all factored into gold’s run in December. Silver, platinum and palladium all recorded gains in December; however, silver posted large losses within the DJAIG on the year. Among base metals, 2008 was a terrible year across the board. The global housing and commercial real-estate market collapse and the looming economic recession caused demand for these metals to grind to a halt. Also, large inventories of these metals drove the prices down further. Within the DJAIG, aluminum, zinc, copper and nickel wrapped up the year down approximately 36%, 49%, 54% and 55%, respectively.
Softs and Livestock: Sugar featured a relatively quiet December and lost about 1% overall for the month as abundant supply prevailed. However, sugar was the leading commodity in the DJAIG and witnessed an overall gain of over 9% for the year. Coffee and cocoa ended a miserable year with negative overall performance. As the global economy worsened, beef demand continued to fall, resulting in cattle prices dropping by a disappointing 12% within the DJAIG for the year. Hogs were one of the few sectors within the DJAIG to cap the year with overall positive returns. Demand increases, mainly in China, drove hog prices up over 5% in 2008 within the DJAIG.
Year Ended December 31, 2007
The global economy endured the unfolding of the subprime credit crisis for most of 2007. August 2007 will forever be etched in the financial pantheon alongside 1998 and 1987 as defining events of their respective decades. The US economy has cooled considerably since the beginning of the year and many economists are signifying a “recessionary like” outlook at best in the coming months, not the “soft landing” that was anticipated. While the US economy proved volatile throughout the year, the rest of the world appeared to be going strong.
During 2007, single-family housing starts and permits hit sixteen-year lows as starts fell over 5% and are approximately 24% below 2006. The Home Builders Confidence Index witnessed the lowest drawdown in nineteen years. In November, UK housing prices showed their greatest monthly dive in twelve years as the subprime crisis clearly impacted non-US markets. Inflation concerns led to the Bank of England (“BOE”) to cut rates late in 2007.
In the US, the unemployment rate unexpectedly jumped to 5.0% during the fourth quarter as private sector payrolls fell, signaling the first decline in four years. For the first time since September 2003, fewer than half of the industries surveyed added jobs.
Currencies: While the US dollar managed periodic strength during December, the dollar ended 2007 with staggering losses to major rivals. The final 2007 tally saw the euro, pound and yen gaining over 10%, 6% and 2%, respectively. After witnessing a record monthly low in November, the Dollar Index ended the year over 76.5. Throughout the year, emerging nations gained greater confidence in their domestic economic strength. Many, especially in Asia, slowly abandoned the managed dollar peg.
The pound finished the year with gains on the dollar, despite losses in December as a result of a BOE rate decrease. The euro had a strong year and benefited from perceptions that the ECB would not be lowering rates any time soon as ECB President Jean Claude Trichet issued a series of hawkish comments, mainly as related to inflation concerns. European Union economic data was mixed to weak, including a twenty-two month low reading of the German IFO Business Confidence Index.
The yen closed out 2007 up 2% for the year on the US dollar. Japanese economic data persisted as lackluster and those calling for a rate increase have now mostly backed away from that forecast. The yuan extended its yearlong gradual advance in December as the Peoples Bank of China continued to contract. Since abandonment of the US dollar peg in January 2005, the yuan has risen 12% to the dollar. The Canadian, Australian and New Zealand dollars posted gains on the year against the US dollar.
Energies: It was a tremendous year for the petroleum sector as crude oil prices rose more than 40% within the Dow Jones AIG Index and closed 2007 over $95. Crude briefly reached the ominous $100 level but the market failed to hold that level in initial efforts. Geopolitical events were supportive during the year, encouraging the high volatility patterns. Supply/demand fundamentals have been trending weaker and the market saw periodic selling as related to concerns surrounding slowing US and global growth. The US dollar remained a key influence and the dollar’s demise was a key factor in crude’s run. Overall demand for commodities as an asset class was supportive, particularly in the Peoples Republic of China and in India.
Reformulated gasoline soared throughout the year and topped off with a year-to-date gain of over 45% within the Dow Jones AIG Index. Heating oil performed well in 2007 and closed up 5.5% within the same index. Distillate inventories remained below the five-year average and Department of Energy inventories ran 6% under last year despite relatively moderate weather conditions.
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Agriculturals: Clearly, 2007 was a superior year for commodities as evidence by stronger readings in the major indices. The 19-component Dow Jones AIG Index witnessed a yearly gain of over 11%. Commodities attracted significant interest as an alternative asset class throughout 2007. Corn closed the year at prices that have not been seen since the summer of 1996. One key fundamental factor contributing to corn’s growth, besides the evident global demand for ethanol, is the increased quality of living in developing countries such as China and India. On the production side, perhaps with the exception of soybeans, wherever crop interchangeability allows, corn will continue to steal acres from competing agricultural products.
Soybean prices finished the year over $12.50, which is second to historical highs set in June of 1973. The fundamentals for soybeans remain demand driven. China’s need for beans, bean oil and bean meal is so massive that all importation taxes and tariffs on all three have been dropped, which is a rare move. On the supply side, the battle for global acreage will hinge on the relative value of competing crops. In 2007, the wheat market realized an outstanding 87% increase in prices from 2006, setting new all time record prices. This gain is despite the historic drought in Australia, one of the world’s largest producers of the grain. On the whole, cotton improved in 2007 ending the year with over a 22% increase, at a level that has not been seen since early 2004.
Indices: The major US equity indices slumped in the fourth quarter under the weight of the subprime credit crisis but still tallied gains for the year. For 2007, the Dow Jones rose over 6%, the S&P 500 added 3.5%, while the tech heavy NASDAQ was the leading performer with a 10% gain. The fourth quarter sell-off was a result of traders becoming increasingly concerned about the economy in general and housing in particular. Some doubted the Fed’s resolve to address the economic issues in the face of growing inflation concerns. Also, interest and demand for commodities as an alternative asset class weighed on the equity sector.
To a lesser extent, European equities echoed the weak tone of the US during the fourth quarter. However, the German DAX showed strong gains of 22% during 2007. The CAC and FTSE scored much lower gains of 1% and 4%. The broad based Pan-European Dow Jones STOXX 600 suffered minor losses as markets outside of the big three struggled.
Equities soared in Asia with the Hang Seng Index, Shanghai Composite, Kospi Index and Australian All Ordinaries setting record highs during 2007. During the fourth quarter, volatility was rampant across Asian equities. While the Hang Seng performed extremely well, with almost a 40% gain on the year, it was a different story for Japan as the NIKKEI lost over 11%, resulting in the first decline in the past five years. Despite the International Monetary Fund lowering Japan’s growth rate in November, business investment remained expansionary and many market participants view a Japanese recession as unlikely.
Interest Rates: With inflation concerns and the global credit crisis taking center stage during the second half of the year, the Fed reacted aggressively on September 18 and cut both the Fed Funds rate by 50 basis points from 5.25% to 4.75% and the discount rate to 5.25%. After this action, the yield curve showed significant steepening. The 2 and 10 year benchmark notes ended the year lower than 2006. The Federal Reserve indicated possible future US rate hikes in the coming months. The TED spread continued to rise through November.
After a pair of rate hikes in the first half of the year, the ECB held steady at 4.00% through year-end and the euro benefited from perceptions that the ECB seems to be in a holding pattern. The BOE issued three quarter-point rate increases in the first half of 2007. Forced to deal with the Northern Rock Crisis, declines in consumer confidence, housing declines and weakness in the service sector during the second half of the year, the BOE slashed their rate by a quarter-point in December to end the year at 5.50%.
The BOJ raised rates in the first quarter of the year and held the rate steady through the end of the year. A rash of lackluster economic data weighed on BOJ officials but they kept the rates unchanged. The Peoples Bank of China drained liquidity and gradually hiked interest rates throughout 2007.
Metals: Base metals had a rather difficult 2007. The dismal housing market, poor construction data in the US and UK and the sliding US dollar had a significant impact. Zinc was the worst performer among the nineteen components of the Dow Jones AIG Index, with annual losses over 43%. Aluminum and nickel witnessed steep losses over 18% and 16% within the Dow Jones AIG Index, respectively. In December, copper had a rough month but still posted an annual gain of over 4.5%.
Precious metals, on the other hand, recorded tremendous gains during 2007. Gold sky rocketed to a near twenty-eight year high and finished 2007 up over 32%. This trend was fueled by the weak dollar, soaring oil prices, subprime credit woes and several geopolitical events, including the recent developments in Pakistan. Gold saw spotty selling per the yen carry trade and other margin needs during the second half of the year. Silver traded with more volatility than gold
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and experienced less flight-to-safety demand and ended the year topping a 9% profit. Platinum had a positive year as Asian demand for the metal held strong.
Softs and Livestock: Citrus finished up 2007 on the rally side following forecasts of freezing temperatures in the sunshine state. However, this rally could not offset losses realized throughout the year. Sugar and coffee had a rather difficult year as well. Within the Dow Jones AIG Index sugar and coffee were down more than 14% and 6%, respectively. Following negative 2006 performance, cocoa rebounded in 2007, achieving a 17% return on the year.
2007 proved less than kind to livestock prices as both cattle and hogs suffered losses. Live cattle were down more than 6% within the Dow Jones AIG Index. Korea rejected a series of shipments of US beef on trepidation of mad-cow disease concerns. Hogs were the second worst performer within the Dow Jones AIG Index with a 30% loss.
Sector Performance
Due to the nature of Registrant’s 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 Registrant’s assets were allocated as of December 31, 2009, December 31, 2008 and December 31, 2007, 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 Registrant’s trading results for the major sectors in which Registrant traded for the year ended December 31, 2009, the year ended December 31, 2008 and the year ended December 31, 2007. |
Year Ended December 31, 2009
As of December 31, 2009, the allocation of Registrant’s assets to major sectors was as follows:
| Sector |
Allocation | ||
| Currencies |
40.27 | % | |
| Energies |
5.46 | % | |
| Grains |
5.36 | % | |
| Indices |
26.49 | % | |
| Interest Rates |
11.58 | % | |
| Meats |
0.30 | % | |
| Metals |
7.04 | % | |
| Tropicals |
3.50 | % | |
| TOTAL |
100.00 | % | |
Trading results for the major sectors in which Registrant traded for the year ended December 31, 2009 were as follows:
Currencies: (+) Registrant experienced a majority of its gains in the Australian dollar, British pound, Mexican peso, South African rand and the Swiss franc. The majority of losses were incurred in Canadian dollar, euro and Japanese yen.
Energies: (+) Registrant experienced gains in natural gas, reformulated gasoline and crude oil. Losses were incurred in brent crude, gas oil and heating oil.
Grains: (-) Registrant experienced gains in corn, cotton and soybean meal. Losses were realized in wheat and soybeans.
Indices: (+) Registrant experienced a majority of its gains in the CAC, DAX, DJ Stoxx, FTSE, Hang Seng, Nasdaq, Nikkei, S&P 500 and Taiwan Index. The majority of losses were experienced in the Russell 2000 and Tokyo Stock Index.
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Interest Rates: (-) Registrant experienced a majority of its gains in Australian bonds, Short sterling and Japanese Government Bonds. The majority of losses were experienced in the German bund and bobl, London Gilts and US Treasury Notes.
Meats: (-) Registrant experienced gains in live hogs. Losses were realized in live cattle.
Metals: (+) Registrant experienced a majority of its gains in gold, aluminum, copper, zinc and silver. Losses were realized in lead, tin and nickel.
Softs: (+) Registrant experienced gains in sugar and cocoa. Losses were realized in coffee.
Year Ended December 31, 2008
As of December 31, 2008, the allocation of Registrant’s assets to major sectors was as follows:
| Sector |
Allocation | ||
| Currencies |
78.99 | % | |
| Energies |
1.44 | % | |
| Grains |
9.71 | % | |
| Indices |
1.66 | % | |
| Interest Rates |
6.59 | % | |
| Metals |
0.59 | % | |
| Tropicals |
1.02 | % | |
| TOTAL |
100.00 | % | |
Trading results for the major sectors in which Registrant traded for the year ended December 31, 2008 were as follows:
Currencies: (+) Registrant experienced a majority of its gains in the Canadian dollar, Swiss franc, Japanese yen and Mexican peso. The majority of losses were incurred in the Australian dollar, British pound and euro.
Energies: (+) Registrant experienced gains in crude oil, brent crude, gas oil, natural gas and heating oil. Losses were incurred in reformulated gasoline.
Grains: (+) Registrant experienced gains in cotton, wheat and soybeans. Losses were realized in bean oil and corn.
Indices: (+) Registrant experienced a majority of its gains in the Hang Seng, Nikkei, DAX, CAC and Dow Jones STOXX 50 Euro indices. The majority of losses were experienced in the S&P 500.
Interest Rates: (+) Registrant experienced a majority of its gains in US Treasury Notes and Australian bonds. The majority of losses were experienced in London Gilts and Euroyen Tiffe.
Meats: (+) Registrant experienced gains in live cattle.
Metals: (-) Registrant experienced a majority of gains in aluminum, zinc and silver. Losses were realized in gold and copper.
Softs: (+) Registrant experienced gains in coffee and sugar. Losses were realized in cocoa.
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Year Ended December 31, 2007
As of December 31, 2007, the allocation of Registrant’s assets to major sectors was as follows:
| Sector |
Allocation | ||
| Energies |
8.24 | % | |
| Grains |
37.24 | % | |
| Indices |
45.84 | % | |
| Metals |
8.68 | % | |
| TOTAL |
100.00 | % | |
Trading results for the major sectors in which Registrant traded for the year ended December 31, 2007 were as follows:
Currencies: (-) Registrant experienced the majority of its losses in the Canadian dollar, Swiss franc and the Mexican peso. The majority of gains were experienced in the Australian dollar, British pound, Indian rupee, Japanese yen, Japanese yen versus the euro, New Zealand dollar, Brazilian real and the Turkish lira.
Energies: (+) Registrant experienced gains in crude oil, gasoline and heating oil. Losses were experienced in natural gas.
Grains: (+) Registrant experienced losses in corn, cotton and soybean meal. Gains were experienced in wheat and soybeans.
Indices: (-) Registrant experienced a majority of its losses in the DAX, Hang Seng, S&P TSE 60, Nasdaq and the Russell 2000 indices. The majority of gains were experienced in the DJ Stoxx 50, Nikkei and the Taiwan Indices.
Interest Rates: (+) Registrant experienced a majority of its losses in Australian 10-year Bonds, Euroyen, and Japanese Government Bonds. The majority of gains were experienced in German Bunds, U.S. Treasury Bonds, Euribor and British Gilt.
Meats: (-) Registrant experienced losses in live cattle.
Metals: (+) Registrant experienced losses in gold and zinc. Gains were experienced in copper and aluminum.
Softs: (-) Registrant experienced losses in cocoa, coffee and sugar.
Results of Operations
Year Ended December 31, 2009
The Net Asset Value per Interest of Class I as of December 31, 2009 was $124.69, an increase of $4.12 from the December 31, 2008 Net Asset Value per Interest of $120.57.
The Net Asset Value per Interest of Class II as of December 31, 2009 was $130.38, an increase of $6.99 from the December 31, 2008 Net Asset Value per Interest of $123.39.
Registrant’s average net asset level for the year ended December 31, 2009 was approximately $123,720,000, an increase of approximately $17,836,000 as compared to the year ended December 31, 2008, primarily due to the effect of additional subscriptions and positive trading performance.
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Registrant’s performance for Class I and Class II for the year ended December 31, 2009 was 3.42% and 5.66%, respectively. Performance includes the percentage change in 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.
Registrant’s trading gains before commissions and related fees for the year ended December 31, 2009 were approximately $15,588,000.
Interest income is earned on the average daily equity maintained with the clearing broker or bank at competitive interest rates. Therefore, interest income varies monthly according to interest rates, trading performance, contributions and redemptions. Interest income for the year ended December 31, 2009 was approximately $36,000, a decrease of approximately $1,306,000 as compared to the year ended December 31, 2008, primarily due to a decrease in interest rates which more than offset the increase in average net asset levels discussed above.
Commissions and other transaction fees consist of National Futures Association, exchange and clearing fees as well as floor brokerage costs and give-up charges, which are based on the number of trades the Trading Advisors execute, as well as which exchange, clearing firm or bank on, or through, which the contract is traded. Commissions and other transaction fees for the year ended December 31, 2009 were approximately $706,000, an increase of approximately $417,000 as compared to the year ended December 31, 2008, primarily due to increased trading activity and an increase in average net asset levels discussed above.
Management fees to the Trading Advisors are calculated on the net assets in the managed accounts at the end of each month and, therefore, affected by monthly trading performance, contributions and redemptions. Management fees to the Trading Advisors for the year ended December 31, 2009 were approximately $2,637,000, an increase of approximately $238,000 as compared to the year ended December 31, 2008, primarily due to an increase in average net asset levels discussed above.
Registrant pays the Managing Owner a management fee calculated on Registrant’s Net Asset Value at the beginning of each month, and therefore, such fee is affected by monthly trading performance, contributions and redemptions. Management fees to the Managing Owner for the year ended December 31, 2009 were approximately $626,000, an increase of approximately $87,000 as compared to the year ended December 31, 2008, primarily due to an increase in average net asset levels discussed above.
Through June 30, 2009, Registrant paid a service fee (“Service Fee”) with respect to Class I Units, monthly in arrears, equal to 1/12 of 2% (2% per annum) of the Net Asset Value per Unit of the outstanding Class I Units as of the beginning of the month. The Service Fee was paid directly by Registrant to the selling agent, Kenmar Securities Inc. (“Selling Agent”), an affiliate of the Managing Owner. The Selling Agent was responsible for paying all service fees owed to the correspondent selling agents, who were entitled to receive from the Selling Agent an initial service fee equal to 2% of the initial Net Asset Value per Unit of each Class I Unit sold by them, payable on the date such Class I Units are purchased and, commencing with the 13th month after the purchase of a Class I Unit, an ongoing monthly service fee equal to 1/12th of 2% (2% per annum) of the Net Asset Value per Unit as of the beginning of the month of the Class I Units sold by them. Beginning July 1, 2009, Registrant (rather than the Selling Agent) pays its Service Fee on Class I Units directly to the correspondent selling agents, who are entitled to receive from Registrant an initial commission equal to 2% of the initial Net Asset Value per Unit of each Class I Unit sold by them, payable on the date such Class I Units are purchased. Commencing with the 13th month after the purchase of a Class I Unit, the correspondent selling agent will now receive directly from Registrant (rather than the Selling Agent) an ongoing monthly commission equal to 1/12 of 2% (2% per annum) of the Net Asset Value per Class I Unit as of the beginning of each month of the Class I Units sold by them. All Unitholders will also pay the Selling Agent a monthly sales commission (“Sales Commission”) equal to 1/12 of 1% (1% annually) of the Net Asset Value of the outstanding Units as of the beginning of each month. Service Fees and Sales Commissions for the year ended December 31, 2009 were approximately $2,376,000 and $1,253,000, respectively. The increase of Service Fees and Sales Commissions was approximately $485,000 and $174,000, respectively, during 2009 as compared to 2008 primarily due to an increase in average net asset levels discussed above.
Incentive fees are based on the “New High Net Trading Profits” generated by the Trading Advisors, as defined in the Trading Advisory Agreements between Registrant and the Trading Advisors. Incentive fees for the year ended December 31, 2009 were approximately $2,478,000.
Operating expenses were approximately $721,000 for the year ended December 31, 2009. 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 Limited Owners.
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Offering costs were approximately $431,000 for the year ended December 31, 2009, a decrease of approximately $95,000 as compared to the year ended December 31, 2008, primarily due to a onetime accounting adjustment in April 1, 2008 which more than offset the increase in average net asset levels discussed above. Offering costs are advanced by the Managing Owner and subject to reimbursement by the Registrant, subject to certain limitations. For a further discussion of these payments, see Note 2 of Registrant’s 2009 Annual Report, attached hereto.
Year Ended December 31, 2008
The Net Asset Value per Interest of Class I as of December 31, 2008, was $120.57, an increase of $15.17 from the December 31, 2007 Net Asset Value per Interest of $105.4.
The Net Asset Value per Interest of Class II as of December 31, 2008, was $123.39, an increase of $17.63 from the December 31, 2007 Net Asset Value per Interest of $105.76
Registrant’s average net asset level for the year ended December 31, 2008 was approximately $105,884,000, an increase of approximately $33,187,000 as compared to the year ended December 31, 2007 primarily due to the effect of additional subscriptions and positive trading performance.
Registrant’s performance for Class I and Class II for the year ended December 31, 2008 was 14.39% and 16.67%, respectively. Performance includes the percentage change in 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.
Registrant’s trading gains before commissions and related fees for the year ended December 31, 2008 were approximately $24,283,000.
Interest income is earned on the average daily equity maintained with the clearing broker or bank at competitive interest rates. Therefore, interest income varies monthly according to interest rates, trading performance, contributions and redemptions. Interest income for the year ended December 31, 2008 was approximately $1,342,000, a decrease of approximately $1,711,000 as compared to the year ended December 31, 2007 primarily due to declining short-term interest rates which more than offset the increase in average net asset levels discussed above.
Commissions and other transaction fees consist of National Futures Association, exchange and clearing fees as well as floor brokerage costs and give-up charges, which are based on the number of trades the Trading Advisors execute, as well as which exchange, clearing firm or bank on, or through, which the contract is traded. Commissions and other transaction fees for the year ended December 31, 2008 were approximately $289,000, a decrease of approximately $29,000 as compared to the year ended December 31, 2007 primarily due to the replacement in May 2007 of a futures based Trading Advisor (Bridgewater) with a foreign exchange based Trading Advisor (Ortus) that incurs lower trading costs.
Management fees to the Trading Advisors are calculated on the net assets in the managed accounts at the end of each month and, therefore, affected by monthly trading performance, contributions and redemptions. Management fees to the Trading Advisors for the year ended December 31, 2008 were approximately $2,399,000, an increase of approximately $710,000 as compared to the year ended December 31, 2007, primarily due to an increase in average net asset levels discussed above.
Registrant pays the Managing Owner a management fee calculated on Registrant’s Net Asset Value at the beginning of each month, and therefore, such fee is affected by monthly trading performance, contributions and redemptions. Management fees to the Managing Owner for the year ended December 31, 2008 were approximately $539,000, an increase of approximately $171,000 as compared to the year ended December 31, 2007 primarily due to an increase in average net asset levels discussed above.
For the years ended December 31, 2008 and 2007 Registrant paid a Service Fee with respect to Class I Units, monthly in arrears, equal to 1/12 of 2% (2% per annum) of the Net Asset Value per Unit of the outstanding Class I Units as of the beginning of the month. The Service Fee was paid directly by Registrant to the Selling Agent, an affiliate of the Managing Owner. The Selling Agent was responsible for paying all service fees owed to the correspondent selling agents, who were entitled to receive from the Selling Agent an initial service fee equal to 2% of the initial Net Asset Value per Unit of each Class I Unit sold by them, payable on the date such Class I Units are purchased and, commencing with the 13th month after the purchase of a Class I Unit, an ongoing monthly service fee equal to 1/12th of 2% (2% per annum) of the Net Asset Value per Unit as of the beginning of the month of the Class I Units sold by them. All Unitholders will also pay the Selling Agent a monthly Sales Commission equal to 1/12 of 1% (1% annually) of the Net Asset Value of the outstanding Units as of the beginning of each month. Service Fees and Sales Commissions for the year ended December 31, 2008 were approximately $1,891,000 and $1,079,000, respectively. The increases of Service Fees and Sales Commissions were approximately
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$513,000 and $342,000 during 2008 as compared to 2007, primarily due to an increase in average net asset levels discussed above.
Incentive fees are based on the “New High Net Trading Profits” generated by the Trading Advisors, as defined in the Trading Advisory Agreements between Registrant and the Trading Advisors. Incentive fees for the year ended December 31, 2008 were approximately $5,318,000.
Operating expenses were approximately $763,000 for the year ended December 31, 2008. 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 Limited Owners.
Offering costs were approximately $526,000 for the year ended December 31, 2008, an increase of approximately $158,000 as compared to the year ended December 31, 2007 primarily due to an increase in average net asset levels discussed above. Offering costs are advanced by the Managing Owner and subject to reimbursement by the Registrant, subject to certain limitations.
Year Ended December 31, 2007
The Net Asset Value per Interest of Class I as of December 31, 2007 was $105.40, an increase of $7.20 from the December 31, 2006 Net Asset Value per Interest of $98.20
The Net Asset Value per Interest of Class II as of December 31, 2007 was $105.76, an increase of $9.05 from the December 31, 2006 Net Asset Value per Interest of $96.71.
Registrant’s average net asset level for the year ended December 31, 2007 was approximately $72,697,000 an increase of approximately $18,042,000 as compared to the year ended December 31, 2006 primarily due to the effect of additional subscriptions and positive trading performance.
Registrant’s performance for Class I and Class II for the year ended December 31, 2007 was 7.33% and 9.36%, respectively. Performance includes the percentage change in 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.
Registrant’s trading gains before commissions and related fees for the year ended December 31, 2007 were approximately $10,112,000.
Interest income is earned on the average daily equity maintained with the clearing broker or bank at competitive interest rates. Therefore, interest income varies monthly according to interest rates, trading performance, contributions and redemptions. Interest income for the year ended December 31, 2007 was approximately $3,053,000, an increase of approximately $447,000 as compared to the year ended December 31, 2006, primarily due to an increase in average net asset levels discussed above.
Commissions and other transaction fees consist of National Futures Association, exchange and clearing fees as well as floor brokerage costs and give-up charges, which are based on the number of trades the Trading Advisors execute, as well as which exchange, clearing firm or bank on, or through, which the contract is traded. Commissions and other transaction fees for the year ended December 31, 2007 were approximately $318,000, a decrease of approximately $42,000 as compared to the year ended December 31, 2006, primarily due to reduced trading costs.
Management fees to the Trading Advisors are calculated on the net assets in the managed accounts at the end of each month and, therefore, affected by monthly trading performance, contributions and redemptions. Management fees to the Trading Advisors for the year ended December 31, 2007 were approximately $1,689,000, an increase of approximately $262,000 as compared to the year ended December 31, 2006, primarily due to an increase in average net asset levels discussed above.
Registrant pays the Managing Owner a management fee calculated on Registrant’s Net Asset Value at the beginning of each month, and therefore, such fee is affected by monthly trading performance, contributions and redemptions. Management fees to the Managing Owner for the year ended December 31, 2007 were approximately $368,000, an increase of approximately $85,000 as compared to the year ended December 31, 2006, primarily due to increased average net asset levels discussed above.
For the years ended December 31, 2007 and 2006, Registrant paid a Service Fee with respect to Class I Units, monthly in arrears, equal to 1/12 of 2% (2% per annum) of the Net Asset Value per Unit of the outstanding Class I Units as of the beginning of the month. The Service Fee was paid directly by Registrant to the Selling Agent, an affiliate of the Managing
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Owner. The Selling Agent was responsible for paying all service fees owed to the correspondent selling agents, who were entitled to receive from the Selling Agent an initial service fee equal to 2% of the initial Net Asset Value per Unit of each Class I Unit sold by them, payable on the date such Class I Units are purchased and, commencing with the 13th month after the purchase of a Class I Unit, an ongoing monthly service fee equal to 1/12th of 2% (2% per annum) of the Net Asset Value per Unit as of the beginning of the month of the Class I Units sold by them. All Unitholders will also pay the Selling Agent a monthly Sales Commission equal to 1/12 of 1% (1% annually) of the Net Asset Value of the outstanding Units as of the beginning of each month. Service Fees and Sales Commissions for the year ended December 31, 2007 were approximately $1,378,000 and $737,000, respectively. The increases of Service Fees and Sales Commissions were approximately $273,000 and $170,000, respectively during 2007 as compared to 2006 primarily due to an increase in average net asset levels discussed above.
Incentive fees are based on the “New High Net Trading Profits” generated by the Trading Advisors, as defined in the Trading Advisory Agreements between Registrant and the Trading Advisors. Incentive fees for the year ended December 31, 2007 were approximately $2,186,000.
Operating expenses were approximately $537,000 for the year ended December 31, 2007. 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 Limited Owners.
Offering costs were approximately $368,000 for the year ended December 31, 2007, an increase of approximately $83,000 as compared to the year ended December 31, 2006 primarily due to an increase in average net asset levels discussed above. Offering costs are advanced by the Managing Owner and subject to reimbursement by the Registrant, subject to certain limitations.
Inflation
Inflation has had no material impact on operations or on the financial condition of Registrant from inception through December 31, 2009.
Off-Balance Sheet Arrangements and Contractual Obligations
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 investors.
Registrant’s contractual obligations are with the Managing Owner, the Trading Advisors and its commodity broker. Management fees payable by Registrant to the Trading Advisors and the Managing Owner are calculated as a fixed percentage of Registrant’s Net Asset Value. Incentive fees payable by the Registrant to the Trading Advisors are at a fixed rate, calculated as a percentage of Registrant’s “New High Net Trading Profits” (as defined in the 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 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 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 Registrant’s Statement of Financial Condition, a table of contractual obligations has not been presented. For a further discussion of Registrant’s contractual obligations, see Notes 1, 3, 4, 5 and 7 of Registrant’s 2009 Annual Report, attached hereto.
| Item 7A. | Quantitative and Qualitative Disclosures About Market Risk |
Introduction
Past Results Not Necessarily Indicative of Future Performance
Registrant is a speculative commodity pool. The market sensitive instruments held by it are acquired for speculative trading purposes, and substantially all of 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 Registrant’s main line of business.
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Market movements result in frequent changes in the fair market value of Registrant’s open positions and, consequently, in its earnings and cash flow. 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 Registrant’s open positions and the liquidity of the markets in which it trades.
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 Registrant’s past performance is not necessarily indicative of its future results.
“Value at Risk” is a measure of the maximum amount which Registrant could reasonably be expected to lose in a given market sector. However, the inherent uncertainty of Registrant’s speculative trading and the recurrence in the markets traded by Registrant of market movements far exceeding expectations could result in actual trading or non-trading losses far beyond the indicated Value at Risk or 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 Registrant’s losses in any market sector will be limited to Value at Risk or by 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 Registrant’s market sensitive instruments.
Quantifying Registrant’s Trading Value at Risk
Quantitative Forward-Looking Statements
The following quantitative disclosures regarding 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”)).
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 Registrant’s mark-to-market accounting, any loss in the fair value of Registrant’s open positions is directly reflected in 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 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 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 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 Registrant’s positions are rarely, if ever, 100% positively correlated have not been reflected.
Registrant’s Trading Value at Risk in Different Market Sectors
The following table presents the trading value at risk associated with Registrant’s open positions by market sector at December 31, 2009, and December 31, 2008. All open position trading risk exposures of Registrant have been included in calculating the figure set forth below. At December 31, 2009 and December 31, 2008, Registrant had total capitalizations of approximately $128 million, and $124 million, respectively.
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| December 31, 2009 | December 31, 2008 | |||||||||||
| Market Sector |
Value Risk |
% of Total Capitalization |
Value Risk |
% of Total Capitalization |
||||||||
| Interest rates |
$ | 1,914,256 | 1.50 | % | $ | 491,911 | 0.40 | % | ||||
| Currencies |
$ | 6,656,831 | 5.22 | % | $ | 5,897,741 | 4.74 | % | ||||
| Commodities |
$ | 3,580,470 | 2.81 | % | $ | 920,502 | 0.74 | % | ||||
| Stock indices |
$ | 4,379,867 | 3.43 | % | $ | 123,644 | 0.09 | % | ||||
| Total |
$ | 16,531,425 | 12.96 | % | $ | 7,433,798 | 5.97 | % | ||||
Material Limitations on Value at Risk as an Assessment of Market Risk
The notional value of the market sector instruments held by Registrant 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 Registrant. The magnitude of 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 Registrant to incur severe losses over a short period of time. The foregoing Value at Risk table, as well as the past performance of Registrant give no indication of this “risk of ruin.”
Non-Trading Risk
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 Registrant’s market risk exposures—except for (i) those disclosures that are statements of historical fact and (ii) the descriptions of how 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. 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, one of which could cause the actual results of Registrant’s risk controls to differ materially from the objectives of such strategies. Government interventions, defaults and expropriations, illiquid market, 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 Registrant. There can be no assurance that 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. Investors must be prepared to lose all or substantially all of their investment in Registrant.
Based on trading value at risk during the year ended December 31, 2009, Registrant experienced an increase of 6.99% in its value at risk of 12.96%, relative to capitalization levels, as compared with the value at risk of 5.97% at December 31, 2008. The increase was a portfolio-wide occurrence. The value at risk in the stock sector increased the most, followed by increases in the commodities, interest rates and currency sectors.
Qualitative Disclosures Regarding Means of Managing Risk Exposure
The means by which the Managing Owner and the Trading Advisors, severally, attempt to manage the risk of 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 Trading Advisors have an oversight committee broadly 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 a Trading Advisor if the Net Asset Value of Registrant declines by 40% during any year or since the commencement of trading activities. Furthermore, the Trust Agreement provides that Registrant will liquidate its positions, and eventually dissolve, if 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 Registrant.
Qualitative Disclosures Regarding Non-Trading Risk Exposure
As of December 31, 2009, 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. Registrant’s primary exposure to non-trading market risk resulted from foreign currency balances held in the Euro, British pound, Japanese yen, Australian dollars and Canadian dollar.
| Item 8. | Financial Statements and Supplementary Data |
The financial statements are incorporated by reference to pages 2 through 22 of Registrant’s 2009 Annual Report, which is filed as an exhibit herewith.
Selected unaudited quarterly financial data for the years ended December 31, 2009 and 2008 are summarized below:
| First Quarter |
Second Quarter |
Third Quarter |
Fourth Quarter |
|||||||||||
| 2009: |
||||||||||||||
| Total revenues (including interest) |
$ | (5,296,340 | ) | $ | 15,746,074 | $ | 7,543,376 | $ | (2,368,905 | ) | ||||
| Total revenues (including interest) less commissions |
$ | (5,399,855 | ) | $ | 15,604,610 | $ | 7,331,303 | $ | (2,617,737 | ) | ||||
| Net income (loss) |
$ | (7,364,532 | ) | $ | 12,198,117 | $ | 4,251,566 | $ | (4,692,756 | ) | ||||
| Net income (loss) per weighted average Interest |
$ | (7.24 | ) | $ | 12.02 | $ | 4.18 | $ | (4.75 | ) | ||||
| Net income (loss) per weighted average Interest |
$ | (6.81 | ) | $ | 12.90 | $ | 5.36 | $ | (4.10 | ) | ||||
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| First Quarter |
Second Quarter |
Third Quarter |
Fourth Quarter | ||||||||||
| 2008: |
|||||||||||||
| Total revenues (including interest) |
$ | 13,219,469 | $ | 8,577,343 | $ | (8,032,821 | ) | $ | 11,861,054 | ||||
| Total revenues (including interest) less commissions |
$ | 13,159,998 | $ | 8,513,418 | $ | (8,137,042 | ) | $ | 11,799,904 | ||||
| Net income (loss) |
$ | 9,731,224 | $ | 5,022,938 | $ | (10,151,423 | ) | $ | 8,326,819 | ||||
| Net income (loss) per weighted average Interest |
$ | 12.37 | $ | 5.69 | $ | (10.42 | ) | $ | 7.93 | ||||
| Net income (loss) per weighted average Interest |
$ | 13.17 | $ | 6.41 | $ | (10.02 | ) | $ | 8.91 | ||||
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 9AT. | Controls and Procedures |
Evaluation of Disclosure Controls and Procedures
Registrant’s “disclosure controls and procedures” (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) are designed to ensure that information required to be disclosed by 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 Securities and Exchange Commission (the “SEC”), and that such information is accumulated and communicated to Registrant’s management, including the Managing Owner’s Co-Chief Executive Officers and Director of Fund Administration (who, in these capacities, function as the Principal Executive Officers and Principal Financial/Accounting Officer, respectively, of Registrant), as appropriate to allow for timely decisions regarding required disclosure.
In designing and evaluating 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 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 Co-Chief Executive Officers and Director of Fund Administration), has evaluated the effectiveness of Registrant’s disclosure controls and procedures as of December 31, 2009. Based upon such evaluation, the Managing Owner’s Co-Chief Executive Officers and Director of Fund Administration have concluded that, as of December 31, 2009, Registrant’s disclosure controls and procedures were effective.
Management’s Report on Internal Control Over Financial Reporting
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 Co-Chief Executive Officers and Director of Fund Administration, Registrant conducted an evaluation of the effectiveness of its internal control over financial reporting as of December 31, 2009 based on the framework in “Internal Control - Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on the evaluation under the framework in “Internal Control - Integrated Framework” issued by COSO, the Managing Owner concluded that Registrant’s internal controls over financial reporting were effective as of December 31, 2009.
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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.
Attestation Report of the Registered Public Accounting Firm
Registrant’s 2009 Annual Report does not include an attestation report of 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 Registrant’s independent registered public accounting firm pursuant to temporary rules of the SEC that permit Registrant to provide only management’s report in Registrant’s 2009 Annual Report.
Changes in Internal Control Over Financial Reporting
There have been no changes in 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 2009 that have materially affected, or are reasonably likely to materially affect, Registrant’s internal control over financial reporting.
| Item 9B. | Other Information |
None
| Item 10. | Directors, Executive Officers and Corporate Governance |
Registrant had no directors or executive officers. Registrant is managed by the Managing Owner. The directors and executive officers of the Managing Owner are as follows:
Mr. Kenneth A. Shewer (born 1953) has been a principal, associated person and NFA associate member of the Managing Owner since February 8, 1984, May 1, 1985 since August 1, 1985, respectively. He has been Chairman and Co-Chief Executive Officer of the Managing Owner since February 1984. Mr. Shewer has been Chairman and Co-Chief Executive Officer of Kenmar Global Investment Management LLC (“KGIM LLC”), an investment management firm, since its inception in October 2005 and has been a principal, associated person and NFA associate member of KGIM LLC since December 12, 2005. Mr. Shewer has been Chairman and Co-Chief Executive Officer of Signature Advisors Group LLC (“Signature”, and formerly known as Kenmar Investment Adviser LLC), an investment management firm, since its inception in October 2005. Mr. Shewer has been Chairman and Co-Chief Executive Officer of and ClariTy Managed Account & Analytics Platform LLC (“ClariTy”), an investment management firm, since its inception in May 2009 and has been a principal, associated person and NFA associate member of ClariTy since June 9, 2009, June 10, 2009 and June 24, 2009, respectively. Mr. Shewer has been a director of Kenmar Securities Inc. (“KSEC”), a broker-dealer, since December 1995 and has been registered as a principal of KSEC since May 3, 2004. Mr. Shewer is Co-Chairman of the Managing Owner’s Investment Committee.
Mr. Shewer was a principal, associated person and NFA associate member of Kenmar GIM Inc., an investment management firm, from March 3, 1999 until February 24, 2007, a principal, associated person and NFA associate member of Kenmar Global Strategies Inc., an investment management firm, from October 12, 1993 until April 7, 2006, a principal and associated person of Kenmar IA Corp, an investment management firm, from August 5, 1991 until January 12, 2007, and a NFA associate member of Kenmar IA Corp from May 5, 1992 until January 12, 2007.
Mr. Shewer graduated from Syracuse University with a B.S. degree in 1975. Mr. Shewer sits on the Board of the Stacy Joy Goodman Memorial Foundation, a non-profit charity committed to finding a cure for Juvenile Diabetes. He is also a member of the Board of the Diabetes Research Institute Foundation, a not-for-profit organization affiliated with the University of Miami School of Medicine. Mr. Shewer is a founding member and member of the Board of the Greenwich Roundtable.
Mr. Marc S. Goodman (born 1948) has been a principal, associated person and NFA associate member of the Managing Owner since February 7, 1984, May 1, 1985 since August 1, 1985, respectively. He has been President and Co-Chief Executive Officer of the Managing Owner since February 1984. Mr. Goodman has been President, Co-Chief Executive Officer and Treasurer of KGIM LLC, an investment management firm, since its inception in October 2005 and has been a principal, associated person and NFA associate member of KGIM LLC since December 12, 2005. He has been President, Co-Chief Executive Officer and Treasurer of Signature, an investment management firm, since its
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inception in October 2005. Mr. Goodman has been President, Co-Chief Executive Officer and Treasurer of ClariTy, an investment management firm, since its inception in May 2009 and has been a principal, associated person and NFA associate member of ClariTy since June 9, 2009, June 10, 2009 and June 24, 2009, respectively. He has been a director of KSEC, a broker-dealer, since December 1995 and has been registered as a principal of KSEC since May 3, 2004. Mr. Goodman is Co-Chairman of the Managing Owner’s Investment Committee.
Mr. Goodman was a principal, associated person and NFA associate member of Kenmar GIM Inc., an investment management firm, from March 3, 1999 until February 24, 2007, a principal, associated person and NFA associate member of Kenmar Global Strategies Inc., an investment management firm, from October 12, 1993 until April 7, 2006, a principal and associated person of Kenmar IA Corp, an investment management firm, from August 5, 1991 on January 12, 2007, and a NFA associate member of Kenmar IA Corp from May 5, 1992 until January 12, 2007.
Mr. Goodman graduated from the Bernard M. Baruch School of Business of the City University of New York with a B.B.A. in 1969 and an M.B.A. in 1971 in Finance and Investments, where he was awarded an Economics and Finance Department Fellowship from September 1969 through June 1971. Mr. Goodman is a member of the American Arbitration Association; while at Pasternak, Baum, he was a member of the National Institute of Oilseeds Products and the American Fats and Oils Association (including its Export Rules Committee).
Mr. Goodman is the Chairman of the Board of the Stacy Joy Goodman Memorial Foundation, a non-profit charity committed to finding a cure for Juvenile Diabetes. He is also Chairman of the Board of the Diabetes Research Institute Foundation, a not-for-profit organization that is the principle source of funding for the Diabetes Research Institute, a world renowned cure based research center affiliated with the University of Miami School of Medicine. Mr. Goodman is a founding member of the Greenwich Roundtable.
Ms. Esther Eckerling Goodman (born 1952) has been a principal, associated person and NFA associate member of the Managing Owner since May 12, 1988, July 17, 1986 and July 17, 1986, respectively. She joined the Managing Owner in July 1986 and is its Chief Operating Officer and Senior Executive Vice President. Ms. Goodman has been Senior Executive Vice President and Chief Operating Officer of KGIM LLC, an investment management firm, and Ms. Goodman has been Senior Executive Vice President and Chief Operating Officer and a principal, associated person and NFA associate member of KGIM LLC since December 12, 2005. She has been Senior Executive Vice President and COO of Signature, an investment management firm, since its inception in October 2005. She has been Senior Executive Vice President and Chief Operating Officer of ClariTy, an investment management firm, since its inception in May 2009 and has been a principal, associated person and NFA associate member of ClariTy since June 9, 2009, June 10, 2009 and June 24, 2009, respectively. Ms. Goodman has been a registered representative with KSEC, a broker-dealer, since December 1995 and a principal, associated person and NFA associate member of KSEC since January 1, 2003, June 24, 2003 and June 24, 2003, respectively. She is a member of the Managing Owner’s Investment Committee.
Ms. Goodman was a principal, associated person and NFA associate member of Kenmar GIM Inc., an investment management firm, from March 3, 1999 until February 24, 2007, a principal, associated person and NFA associate member of Kenmar Global Strategies Inc., an investment management firm, from October 12, 1993 until April 7, 2006, a principal and associated person of Kenmar IA Corp, an investment management firm, from August 5, 1991 until January 12, 2007, and NFA associate member of Kenmar IA Corp from May 5, 1992 until January 12, 2007.
Ms. Goodman was a Director of the Managed Futures Trade Association from 1987 to 1991 and a Director of its successor organization, the Managed Futures Association, from 1991 to 1995 (now the Managed Funds Association). Ms. Goodman graduated from Stanford University with a B.A. degree in psychology in 1974.
Mr. Braxton Glasgow III (born 1953) has been a principal, associated person, branch manager and NFA associate member of the Managing Owner since June 21, 2001, June 21, 2001, July 13, 2004 and June 8, 2001, respectively. Mr. Glasgow has been Executive Vice President of the Managing Owner since joining the Managing Owner is May 2001. Mr. Glasgow has been Executive Vice President of KGIM LLC, an investment management firm, since its inception in October 2005, a principal, associated person and NFA associate member of KGIM LLC since December 12, 2005, and a branch manager since December 21, 2006. Mr. Glasgow has been Chief Executive Officer of KSEC, a broker-dealer, since June 2001 has been a principal, associated person, branch manager and NFA associate member of KSEC since January 12, 2006. He is responsible for business development. Mr. Glasgow is a member of the Managing Owner’s Investment Committee.
Mr. Glasgow was a principal, associated person and NFA associate member of Kenmar GIM Inc., an investment management firm, from October 9, 2001 until February 24, 2007 and a branch manager of Kenmar GIM Inc. from July 13, 2004 until February 24, 2007, an associated person and NFA associate member of Kenmar Global Strategies Inc., an investment management firm, from August 9, 2001 until April 7, 2006, a principal of Kenmar Global Strategies Inc. from August 13, 2001 until April 7, 2006 , a principal of Kenmar IA Corp., an investment management firm, from
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May 4, 2004 until January 12, 2007, and, an associated person, NFA associate member and branch manager of Kenmar IA Corp. from August 28, 2006 until January 12, 2007.
Mr. Glasgow received a B.S. in Accounting from the University of North Carolina at Chapel Hill and is a Certified Public Accountant. He received a B.S. degree in accounting from the University of North Carolina in 1975.
Mr. Lawrence S. Block (born 1967) has been Executive Vice President and General Counsel of the Managing Owner since January 2010 and has been a principal of the Managing Owner since March 17, 2005. He was Senior Vice President and General Counsel of the Managing Owner from March 2005 to December 2009. Mr. Block has been Executive Vice President and General Counsel KGIM LLC, an investment management firm, since January 2010, Senior Vice President and General Counsel of KGIM LLC since its inception in October 2005 and a principal of KGIM LLC since December 12, 2005. He has been Executive Vice President and General Counsel of Signature, an investment management firm, since January 2010 and Senior Vice President and General Counsel of Signature since its inception in October 2005. Mr. Block has been Executive Vice President and General Counsel of ClariTy, an investment management firm, since January 2010, Senior Vice President and General Counsel since its inception in May 2009 and has been a principal of ClariTy since June 9, 2009. He has been Executive Vice President and General Counsel of KSEC, a broker-dealer, since January 2010, Senior Vice President and General Counsel since March 2005 and has been a principal of KSEC since March 17, 2005.
Mr. Block was a principal of Kenmar GIM Inc., an investment management firm, from March 17, 2005 until February 24, 2007, a principal of Kenmar Global Strategies Inc., an investment management firm, from March 17, 2005 until April 7, 2006, and a principal of Kenmar IA Corp., an investment management firm, from March 17, 2005 until January 12, 2007.
Prior to joining the Managing Owner, Mr. Block was a Managing Director and General Counsel of Lipper & Company, L.P., a New York-based investment management firm, from January 1998 until March 2005. Mr. Block received a B.S. in Business Administration with a concentration in Accounting from the University of North Carolina at Chapel Hill in 1989 and a J.D. from the University of Pennsylvania School of Law in 1992.
Ms. Maureen D. Howley (born 1967) has been a principal of the Managing Owner since August 11, 2003. She has been Senior Vice President and Chief Financial Officer of the Managing Owner since joining the Managing Owner in July 2003. Ms. Howley has been Senior Vice President and Chief Financial Officer of KGIM LLC, an investment management firm, since its inception in October 2005 and has been a principal of KGIM LLC since December 12, 2005. She has been Senior Vice President and Chief Financial Officer of Signature, an investment management firm, since its inception in October 2005. Ms. Howley has been Senior Vice President and Chief Financial Officer of ClariTy, an investment management firm, since its inception in May 2009 and has been a principal of ClariTy since June 9, 2009. Ms. Howley has been Senior Vice President and Chief Financial Officer of KSEC, a broker-dealer, since August 2003 and has been a principal of KSEC since January 12, 2006. She is responsible for corporate finance.
Ms. Howley was a principal of Kenmar GIM Inc., an investment management firm, from August 11, 2003 until February 24, 2007, a principal of Kenmar Global Strategies Inc., an investment management firm, from August 11, 2003 until April 7, 2006, and a principal of Kenmar IA Corp., an investment management firm, from August 11, 2003 until January 12, 2007.
Ms. Howley received a B.A. in Accounting from Muhlenberg College in 1989 and designation as a Certified Public Accountant in 1990.
Mr. David K. Spohr (born 1963) has been Senior Vice President and Director of Fund Administration of the Managing Owner since November 2006 and has been a principal of the Managing Owner since May 7, 2007. He was Vice President and Director of Fund Administration of the Managing Owner from October 2005 to October 2006. Mr. Spohr has been Senior Vice President and Director of Fund Administration of KGIM LLC, an investment management firm, since November 2006, Vice President and Director of Fund Administration since October 2006 and has been a principal of KGIM LLC since May 7, 2007. Mr. Spohr has been Senior Vice President and Director of Fund Administration of ClariTy, an investment management firm, since November 2006, Vice President and Director of Fund administration since its inception in May 2009 and has been a principal of ClariTy since June 9, 2009. He is responsible for the development and execution of the administration group support responsibilities and, as Director of Fund Administration, functions as the Principal Financial and Accounting Officer of the Trust.
From 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 operations, tax reporting and pricing valuation. 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.
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Ms. Joanne D. Rosenthal (born 1965) has been Senior Vice President and Director of Research of the Managing Owner since July 2009 and Senior Vice President and Director of Portfolio Management and Implementation since October 1999. Ms. Rosenthal has been a principal, associated person and NFA associate member of the Managing Owner since February 29, 2000, February 29, 2000 and November 30, 1999, respectively. She has been Senior Vice President and Director of Research of the Managing Owner since July 2009, Senior Vice President and Director of Portfolio Management and Implementation of KGIM LLC, an investment management firm, since its inception in October 2005 and has been a principal of KGIM LLC since December 12, 2005 and associated person and NFA associate member since October 10, 2006. Ms Rosenthal has been Senior Vice President and Director of Research of ClariTy, an investment management firm, since July 15, 2009 and has been a principal of ClariTy since July 15, 2009. She has been a registered representative of KSEC, a broker-dealer, since October 1999 and has been a principal, associated person and NFA associate member of KSEC since August 28, 2006. Ms. Rosenthal is a member of the Managing Owner’s Investment Committee.
Ms. Rosenthal was a principal of Kenmar GIM Inc., an investment management firm, from February 29, 2000 until February 24, 2007, an associated person and NFA associate member of Kenmar GIM Inc. from October 10, 2006 until February 24, 2007, a principal of Kenmar Global Strategies Inc., an investment management firm, from February 29, 2000 until April 7, 2006, and a principal of Kenmar IA Corp., an investment management firm, from February 29, 2000 until January 12, 2007.
Ms. Rosenthal received a Masters of Business Administration with a concentration in Finance from Cornell University and a Bachelor of Arts in Economics from Concordia University in Montreal, Canada.
Mr. Peter J. Fell (born 1960) has been a principal of the Managing Owner since February 6, 2007. He has been Senior Vice President, Director of Due Diligence since joining the Managing Owner in September 2004. Mr. Fell has been Senior Vice President and Director of Due Diligence of KGIM LLC, an investment management firm, since its inception in October 2005 and has been a principal of KGIM LLC 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 a principal of ClariTy since June 9, 2009. He is responsible for manager selection and due diligence. Mr. Fell was a principal of Kenmar GIM Inc., an investment management firm, from February 6, 2007 until February 24, 2007. Mr. Fell is a member of the Managing Owner’s Investment Committee.
From November 2000 through August 2004, Mr. Fell was a founding partner and Investment Director of Starview Capital Management LLC and was an associated person and NFA associate member of Starview Capital Management LLC from May 21, 2004 until July 26, 2004, an associated person and NFA associate member of Starview Partners Ltd. from April 13, 2004 until July 26, 2004 and an associated person and NFA associate member of Lyra Capital LLC from May 10, 2004 until July 26, 2004. Mr. Fell holds an A.B. cum laude in Music Theory and History and an M.B.A. in Finance from Columbia University.
Mr. James E. Purnell (1961) joined the Managing Owner in January 2010 and is currently Senior Vice President and Chief Risk Officer. Mr. Purnell’s registration as a principal of the Managing Owner, KGIM LLC and ClariTy is currently pending. He also serves as Senior Vice President and Chief Risk Officer of KGIM LLC and ClariTy. Mr. Purnell is a Member of Registrant’s Investment Committee. In addition, Mr. Purnell is an adjunct professor in finance at Pace University. Prior to joining the Managing Owner, from November to December 2009, Mr. Purnell was unemployed. Previously from June 2008 to October 2009, he was the Head of Risk Management at Tremont Capital Management, an investment management firm that was part of the Mass Mutual Group. From April 2001 until June 2008, Mr. Purnell was a Director at Dresdner Kleinwort Wasserstein Securities LLC which was the broker dealer for Dresdner Bank, one of Europe’s largest banks, where he risk-managed and structured the US hedge fund linked structured products portfolio. He graduated with a B.A. and M.A. in History from Harvard in 1982 and 1983, respectively, and an M.A. in Economics and an M.B.A. in Finance from New York University in 1988.
Ms. Melissa Cohn (born 1960) has been a NFA associate member and an associated person of the Managing Owner since October 20, 1988 and November 9, 1988, respectively. Ms. Cohn has been Senior Vice President of Research of the Managing Owner since January 2010 and Vice President, Managing Director and Senior Research Analyst since she joined the Managing Owner in July 1988. Ms. Cohn has been a Managing Director and Senior Research Analyst of KGIM LLC, an investment management firm, since its inception in October 2005. Ms. Cohn is a member of the Managing Owner’s Investment Committee. Her responsibilities include manager due diligence, manager analysis, and portfolio/risk management. Ms. Cohn graduated from the University of Wisconsin Madison with a B.S. in Agriculture in 1982.
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Mr. Gordon Nicholson (born 1965) joined the Managing Owner in June 2005 and currently serves as Vice President, Director and Senior Research Analyst for the Managing Owner and KGIM LLC, an investment management firm. He is responsible for due diligence efforts on fixed income, credit, and arbitrage managers. Mr. Nicholson is also a member of the Managing Owner’s Investment Committee. Prior to joining the Managing Owner, he was the Manager – Credit and Pricing, at Bombardier, Inc., a manufacturer of planes and trains, where he held positions of increasing responsibility from April 2003 to June 2005. Mr. Nicholson graduated from John Abbott College in 1985 with a Diploma of Collegiate Studies - Pure and Applied Sciences; from Bishop’s University in 1988 with a B.A. in Political Science and Economics and from Vermont Law School in 1993 with a J.D. Mr. Nicholson is also a Certified Financial Advisor and Chartered Alternative Investment Analyst.
Ms. Jennifer S. Moros (born 1970) has been a principal of the Managing Owner since January 24, 2007. She has been Senior Vice President and Director of Marketing and Investor Services since she joined the Managing Owner in January 2007. Ms. Moros has been Senior Vice President and Director of Marketing and Investor Services of KGIM LLC, an investment management firm, since January 2007 and has been a principal of KGIM LLC since January 24, 2007. Ms. Moros has been a registered representative with KSEC, a broker-dealer, since January 2007 and has been a principal of KSEC since January 24, 2007. She was a principal of Kenmar GIM Inc., an investment management firm, from January 24, 2007 until February 24, 2007.
From October 2006 until December 2006, she was a Vice President at The Bank of New York responsible for sales in the alternative investment administration department. From September 2005 to September 2006, Ms. Moros was unemployed. Previously, she was the Chief Operating Officer and Director of Marketing of Coronat Capital Management, LLC, an investment management firm, from November 2004 until September 2005. Ms. Moros worked at Credit Suisse, an investment banking firm, from February 2000 through November 2004, and was an associated person at Credit Suisse Securities USA LLC from July 28, 2004 until November 1, 2004, an associated person at Credit Suisse Asset Management LLC from June 18, 2003 until June 8, 2004, and an associated person at Credit Suisse Alternative Capital Inc. from June 7, 2004 until March 16, 2007. Ms. Moros received an M.B.A in Finance from The Sloan School at the Massachusetts Institute of Technology in 1997 and a B.S. in Economics from The Wharton School of the University of Pennsylvania in 1992.
Mr. Frank Coloccia (born 1965), Senior Vice President and Chief Technology Officer, joined Kenmar Group in December 2007 and has been the Senior Vice President and Chief Technology Officer for the Managing Owner and KGIM LLC, an investment management firm, since December 2007 and ClariTy, an investment management firm, since its inception in May 2009. Prior to joining Kenmar, he was a Managing Partner of JFA Group LLC, a consulting firm owned by Mr. Coloccia, from September 2007 until December 2007, as well as from September 2006 until January 2007. From January 2007 until September 2007, Mr. Coloccia was the Chief Research Officer at The Info Pro, an independent market research company for the Information Technology industry. Prior to that time, he was Senior Vice President of Xandros Inc., a provider of Linux-based server, desktop and Windows-Linux cross-platform systems management tools, from April 2006 until September 2006. From November 1999 through February 2006, he was the President and Chief Technology Officer of Creative Technologies Group Inc., a consulting company that specialized in networking and application support for the small-medium enterprises market. Mr. Coloccia graduated from Manhattan College in 1987 and 1993 with a BS in Computer Information Systems and MBA in Management Information Systems, respectively.
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 Registrant’s Limited Interests (“Ten Percent Owners”) are required to report their initial ownership of Interests and any subsequent changes in that ownership to SEC on Forms 3, 4 or 5. Such directors and officers and Ten Percent Owners are required by SEC regulations to furnish Registrant with copies of all Forms 3, 4 and 5 they file. There are no Ten Percent Owners of Registrant’s Limited Interests. All filing requirements of Section 16(a) of the Exchange Act were timely complied with during the fiscal year. In making these disclosures, Registrant has relied solely on written representations of the Managing Owner’s directors and officers and 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.
Code of Ethics
The Managing Owner has adopted a Code of Ethics for its Co-Chief Executive Officers and Director of Fund Administration (who, in these capacities, function as the Co-Chief Executive Officers and Principal Financial/Accounting Officer, respectively, of Registrant), accounting managers and persons performing similar functions. A copy of the Code of Ethics is attached as an exhibit hereto.
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Audit Committee Financial Expert
Registrant itself does not have any employees. Kenmar Preferred Investments Corp. serves as Managing Owner of 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 Director of Fund Administration (and, in that capacity, functions as Registrant’s Principal Financial/Accounting Officer), is a member of the Internal Controls and Disclosure Committee, and serves as the “audit committee financial expert” for Registrant. Mr. Spohr is not a member of the Managing Owner’s Board of Directors and he is not independent of management.
| Item 11. | Executive Compensation |
Registrant does not itself have any officers, directors or employees. 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 Registrant. There are no compensation plans or arrangements relating to a change in control of either Registrant or the Managing Owner.
| Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |
As of March 1, 2010, Preferred owns 10,561 General Interests. As of March 1, 2010, all of Preferred’s General Interests are owned indirectly and equally by Messrs. Goodman and Shewer, Preferred’s sole directors.
As of March 1, 2010, the following officers of the Managing Owner are deemed to own beneficially the following number of General Interests issued by Registrant:
| Title of Class |
Name and Addresses of Beneficial Owner |
Amount and Nature of Beneficial Ownership |
Percent of Class |
||||
| General Interests |
Marc S. Goodman |
||||||
| President & Co-Chief Executive |
|||||||
| 900 King Street, Suite 100 |
|||||||
| Rye Brook, New York 10573 |
10,561 General Interests (*) | 100 | % | ||||
| General Interests |
Kenneth A. Shewer |
||||||
| Chairman & Co-Chief Executive |
|||||||
| 900 King Street, Suite 100 |
|||||||
| Rye Brook, New York 10573 |
10,561 General Interests (*) | 100 | % | ||||
| General Interests |
Esther E. Goodman |
||||||
| Senior Executive Vice President & |
|||||||
| Chief Operating Officer |
|||||||
| 900 King Street, Suite 100 |
|||||||
| Rye Brook, New York 10573 |
10,561 General Interests (**) | 100 | % | ||||
| (*) | These Interests are held indirectly through Preferred. The Beneficial Owner disclaims beneficial ownership over such securities for purposes of Section 16 of the Securities Exchange Act of 1934, except to the extent of his pecuniary interest therein. |
| (**) | These Interests are held by the Beneficial Owner’s spouse indirectly through Preferred. The Beneficial Owner disclaims beneficial ownership over such securities for purposes of Section 16 of the Securities Exchange Act of 1934, except to the extent of her pecuniary interest therein. |
As of March 1, 2010, no Unitholder beneficially owned more than five percent (5%) of the outstanding Limited Interest of Series J, Class I issued by Registrant.
As of March 1, 2010, no Unitholder beneficially owned more than five percent (5%) of the outstanding Limited Interest of Series J, Class II issued by Registrant.
| Item 13. | Certain Relationships and Related Transactions, and Director Independence |
Registrant has and will continue to have certain relationships with the Managing Owner and its affiliates.
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Kenmar Preferred Investments Corp. serves as Registrant’s Managing Owner. 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 Registrant as of the beginning of each month.
Registrant reimburses the Managing Owner on a quarterly basis for certain legal, accounting, and administrative and registrar and transfer agent work performed by certain of the Managing Owner’s personnel for and on behalf of Registrant. The amount reimbursed is based on (i) the number of hours devoted by the Managing Owner’s personnel for and on behalf of Registrant and (ii) a commercially reasonable rate for such personnel. For the years ended December 31, 2009, 2008 and 2007, Registrant reimbursed the Managing Owner $161,378, $117,665 and $118,330, respectively, for services provided by the Managing Owner’s personnel on behalf of the Registrant.
Director Independence
David K. Spohr is Preferred’s Director of Fund Administration (and, in that capacity, functions as Registrant’s Principal Financial/Accounting Officer), is a member of the Internal Controls and Disclosure Committee, and serves as the “audit committee financial expert” for Registrant. Mr. Spohr is not a member of Preferred’s Board of Directors and he is not independent of management.
| Item 14. | Principal Accounting Fees and Services |
Registrant’s principal accountant since October 15, 2007 has been Eisner LLP (“Eisner”). Registrant’s principal accountant for the period January 1, 2007 through September 14, 2007 was Deloitte & Touche LLP (“D&T”). We have been advised by Eisner that neither the firm, nor any member of the firm, has any financial interest, direct or indirect, in any capacity in Registrant or its affiliates.
(a) Audit Fees
Fees for audit services performed by Eisner totaled approximately $133,000, $80,000 and $31,000 for 2009, 2008 and 2007, respectively, including fees associated with the annual audit and the reviews of Registrant’s quarterly reports on Form 10-Q. Fees for audit services performed by D&T totaled approximately $24,000 for 2007, including fees associated with the annual audit and the reviews of Registrant’s quarterly reports on Form 10-Q.
(b) Audit-Related Fees
The audit-related fees billed to Registrant by Eisner for 2009 totaled approximately $6,000. The audit-related fees billed to Registrant by Eisner for 2008 totaled $0. The audit-related fees billed to Registrant by Eisner for the period of October 15, 2007 through December 31, 2007 totaled $0. The audit-related fees billed to Registrant by D&T for the period January 1, 2007 through September 14, 2007 for products and services other than the services reported above totaled $0.
(c) Tax Fees
There were no fees for tax services performed by, or billed to the Registrant by Eisner for 2009, 2008 and 2007 or by D&T for 2007.
(d) All Other Fees
The other fees billed to Registrant by D&T for the period January 1, 2007 through September 14, 2007 for products and services other than the services reported above totaled $0. The other fees billed to Registrant by Eisner for the period of October 15, 2007 through December 31, 2007 totaled $0. The other fees billed to Registrant by Eisner for 2009 and 2008 totaled $0.
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| Page in Annual Report | ||||||
| (a) |
1. | Financial Statements and Report of Independent Registered Public Accounting Firm – incorporated by reference to Registrant’s 2009 Annual Report which is filed as an exhibit hereto |
||||
| Report of Independent Registered Public Accounting Firm – Eisner LLP |
2 | |||||
| Statements of Financial Condition – December 31, 2009 and 2008 |
3 | |||||
| Condensed Schedules of Investments – December 31, 2009 and 2008 |
4 | |||||
| Statements of Operations – For the years ended December 31, 2009, 2008 and 2007 |
5 | |||||
| Statements of Changes in Unitholders’ Capital – For the years ended December 31, 2009, |
6 | |||||
| 7 – 23 | ||||||
| 2. | Financial Statement Schedules |
|||||
| All schedules have been omitted because they are not applicable or the required information is included in the financial statements or the notes thereto | ||||||
| 3. | ||||||
| (a) | Description: |
|||||
| 3.1 | Fifth Amended and Restated Declaration of Trust Agreement of World Monitor Trust III dated March 31, 2010 (filed herewith) | |||||
| 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 July 2009 (filed herewith) | |||||
| 10.1 | Form of Subscription Escrow Agreement (incorporated by reference to Exhibit 10.1 to the Trust’s Pre-Effective Amendment No. 2 on S-1 Registration Statement, File No. 333-119612, filed with the Commission on March 14, 2005) | |||||
| 10.2 | Form of Advisory Agreement among WMT III Series G/J Trading Vehicle LLC, the Managing Owner and Graham Capital Management, L.P. (incorporated by reference to Exhibit 10.2 to the Trust’s Pre-Effective Amendment No. 2 on S-1 Registration Statement, File No. 333-119612, filed with the Commission on March 14, 2005) | |||||
| 10.3 | Form of Advisory Agreement among World Monitor Trust III – Series J, the Managing Owner and Eagle Trading Systems Inc. (incorporated by reference to Exhibit 10.3 to the Trust’s Post-Effective Amendment | |||||
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| 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 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 Registrant’s Annual Report on Form 10-K for the year ended December 31, 2007) | |||
| 14.1 |
Kenmar Preferred Investments Corp. Code of Ethics (adopted pursuant to Section 406 of Sarbanes Oxley Act of 2002) as of November 9, 2009 (filed herewith) | |||
| 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) | |||
41
Table of Contents
WORLD MONITOR TRUST III – SERIES J
ANNUAL REPORT
December 31, 2009
42
Table of Contents
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 (the “Series”) as of December 31, 2009 and 2008, and the related statements of operations and changes in unitholder’s capital and the financial highlights for each of the three years in the period ended December 31, 2009. These financial statements and the financial highlights are the responsibility of the Series’ management. Our responsibility is to express an opinion on these financial statements and financial highlights 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 and financial highlights are free of material misstatement. The Series is not required to have, nor were we engaged to perform, audits of the Series’ internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Series’ internal control over financial reporting. Accordingly, we express no such opinion. An audit 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 and financial highlights referred to above present fairly, in all material respects, the financial position of World Monitor Trust III - Series J at December 31, 2009 and 2008, and the results of its operations and changes in its unitholder’s capital (net asset value) and the financial highlights for each of the three years in the period ended December 31, 2009, in conformity with accounting principles generally accepted in the United States of America.
Eisner LLP
New York, New York
March 23, 2010
Table of Contents
WORLD MONITOR TRUST III – SERIES J
STATEMENTS OF FINANCIAL CONDITION
December 31, 2009 and 2008
| 2009 | 2008 | |||||
| ASSETS |
||||||
| Cash and cash equivalents (See Note 2) |
$ | 127,893,953 | $ | 131,724,537 | ||
| Net unrealized gain on open futures contracts |
1,378,396 | 660,900 | ||||
| Commodity options owned, at fair value |
2,183,652 | 0 | ||||
| Interest receivable |
0 | 5,905 | ||||
| Total assets |
$ | 131,456,001 | $ | 132,391,342 | ||
| LIABILITIES |
||||||
| Accrued expenses payable |
$ | 146,256 | $ | 90,163 | ||
| Commissions payable |
12,974 | 0 | ||||
| Interest payable |
1,092 | 0 | ||||
| Trading advisor management fees payable |
214,539 | 301,942 | ||||
| Incentive fees payable |
62,430 | 1,590,799 | ||||
| Offering costs payable |
12,990 | 2,258 | ||||
| Net unrealized loss on open forward contracts |
701,135 | 1,737,730 | ||||
| Commodity options written, at fair value |
10,400 | 0 | ||||
| Service fees payable (See Note 5) |
209,582 | 0 | ||||
| Redemptions payable |
735,148 | 3,832,492 | ||||
| Subscriptions received in advance |
1,793,322 | 373,900 | ||||
| Total liabilities |
3,899,868 | 7,929,284 | ||||
| UNITHOLDERS’ CAPITAL (Net Asset Value) |
||||||
| Class I Units: |
||||||
| Unitholders’ Units – 895,406.461 and 893,067.142 Units |
111,649,834 | 107,680,197 | ||||
| Managing Owner’s Units – 0.000 and 9,467.578 Units |
0 | 1,141,538 | ||||
| Class II Units: |
||||||
| Unitholders’ Units – 111,441.024 and 125,313.352 Units |
14,529,426 | 15,462,954 | ||||
| Managing Owner’s Units – 10,560.643 and 1,437.417 Units |
1,376,873 | 177,369 | ||||
| Total unitholders’ capital (Net Asset Value) |
127,556,133 | 124,462,058 | ||||
| Total liabilities and unitholders’ capital |
$ | 131,456,001 | $ | 132,391,342 | ||
| NET ASSET VALUE PER UNIT |
||||||
| Class I |
$ | 124.69 | $ | 120.57 | ||
| Class II |
$ | 130.38 | $ | 123.39 | ||
See accompanying notes.
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Table of Contents
WORLD MONITOR TRUST III – SERIES J
CONDENSED SCHEDULES OF INVESTMENTS
December 31, 2009 and 2008
| 2009 | 2008 | |||||||||||||
| Net Unrealized Gain (Loss) as a % of Unitholders’ Capital |
Net Unrealized Gain (Loss) |
Net Unrealized Gain (Loss) as a % of Unitholders’ Capital |
Net Unrealized Gain (Loss) |
|||||||||||
| Futures and Forward Contracts |
||||||||||||||
| Futures contracts purchased: |
||||||||||||||
| Commodities |
0.23 | % | $ | 289,625 | 0.16 | % | $ | 193,130 | ||||||
| Currencies |
0.00 | % | 0 | 0.17 | % | 212,493 | ||||||||
| Energy |
0.18 | % | 228,104 | 0.00 | % | 0 | ||||||||
| Interest rates |
(0.48 | )% | (605,606 | ) | 0.26 | % | 325,215 | |||||||
| Metals |
4.68 | % | 5,966,762 | 0.01 | % | 13,911 | ||||||||
| Stock indices |
0.50 | % | 634,115 | 0.00 | % | 0 | ||||||||
| Net unrealized gain on futures contracts purchased |
5.11 | % | 6,513,000 | 0.60 | % | 744,749 | ||||||||
| Futures contracts sold: |
||||||||||||||
| Commodities |
(0.07 | )% | (90,706 | ) | (0.05 | )% | (61,677 | ) | ||||||
| Currencies |
0.18 | % | 232,889 | 0.00 | % | 1,625 | ||||||||
| Energy |
(0.31 | )% | (392,930 | ) | (0.01 | )% | (13,115 | ) | ||||||
| Interest rates |
0.14 | % | 179,376 | 0.00 | % | (4,499 | ) | |||||||
| Metals |
(3.92 | )% | (5,002,295 | ) | 0.01 | % | 13,881 | |||||||
| Stock indices |
(0.05 | )% | (60,938 | ) | (0.02 | )% | (20,064 | ) | ||||||
| Net unrealized loss on futures contracts sold |
(4.03 | )% | (5,134,604 | ) | (0.07 | )% | (83,849 | ) | ||||||
| Net unrealized gain on open futures contracts |
1.08 | % | $ | 1,378,396 | 0.53 | % | $ | 660,900 | ||||||
| Forward currency contracts purchased: |
||||||||||||||
| Net unrealized gain (loss) on forward contracts purchased |
0.03 | % | $ | 35,552 | (1.19 | )% | $ | (1,472,511 | ) | |||||
| Forward currency contracts sold: |
||||||||||||||
| Net unrealized loss on forward contracts sold |
(0.58 | )% | (736,687 | ) | (0.21 | )% | (265,219 | ) | ||||||
| Net unrealized loss on open forward contracts |
(0.55 | )% | $ | (701,135 | ) | (1.40 | )% | $ | (1,737,730 | ) | ||||
| Fair Value as a % of Unitholders’ Capital |
Fair Value |
Fair Value as a % of Unitholders’ Capital |
Fair Value |
|||||||||||
| Purchased Options on Futures Contracts |
||||||||||||||
| Fair value on options purchased: |
||||||||||||||
| Commodities |
0.33 | % | $ | 423,237 | 0.00 | % | $ | 0 | ||||||
| Energy |
1.36 | % | 1,738,150 | 0.00 | % | 0 | ||||||||
| Interest rates |
0.02 | % | 22,265 | 0.00 | % | 0 | ||||||||
| Total commodity options owned, at fair value |
1.71 | % | $ | 2,183,652 | 0.00 | % | $ | 0 | ||||||
| Written Options on Futures Contracts |
||||||||||||||
| Fair value on options written: |
||||||||||||||
| Commodities |
0.00 | % | $ | (1,120 | ) | 0.00 | % | $ | 0 | |||||
| Energy |
(0.01 | )% | (9,280 | ) | 0.00 | % | 0 | |||||||
| Total commoditiy options written, at fair value |
(0.01 | )% | $ | (10,400 | ) | 0.00 | % | $ | 0 | |||||
See accompanying notes.
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Table of Contents
WORLD MONITOR TRUST III – SERIES J
STATEMENTS OF OPERATIONS
For the Years Ended December 31, 2009, 2008 and 2007
| 2009 | 2008 | 2007 | ||||||||||
| NET INCOME FROM SERIES OPERATIONS: |
||||||||||||
| REVENUES |
||||||||||||
| Realized |
$ | 13,754,032 | $ | 25,072,131 | $ | 8,038,227 | ||||||
| Change in unrealized |
1,833,884 | (789,373 | ) | (287,457 | ) | |||||||
| Interest income |
36,289 | 1,342,287 | 1,368,970 | |||||||||
| Total revenues |
15,624,205 | 25,625,045 | 9,119,740 | |||||||||
| EXPENSES |
||||||||||||
| Brokerage commissions |
705,884 | 288,767 | 126,730 | |||||||||
| Interest expense |
3,783 | 0 | 0 | |||||||||
| Management fees |
626,481 | 539,433 | 368,478 | |||||||||
| Trading advisor management fees |
2,637,134 | 2,398,844 | 684,074 | |||||||||
| Trading advisor incentive fees |
2,477,883 | 5,317,704 | 1,303,998 | |||||||||
| Service fee – Class I Units (See Note 5) |
2,376,335 | 1,891,394 | 1,377,784 | |||||||||
| Sales commission |
1,252,962 | 1,078,866 | 736,957 | |||||||||
| Offering costs |
430,727 | 417,411 | 0 | |||||||||
| Operating expenses |
720,621 | 763,068 | 330,311 | |||||||||
| Total expenses |
11,231,810 | 12,695,487 | 4,928,332 | |||||||||
| NET INCOME FROM SERIES OPERATIONS |
4,392,395 | 12,929,558 | 4,191,408 | |||||||||
| NET INCOME ALLOCATED FROM TRADING VEHICLES: |
||||||||||||
| REVENUES |
||||||||||||
| Realized |
0 | 0 | 4,340,986 | |||||||||
| Change in unrealized |
0 | 0 | (1,979,828 | ) | ||||||||
| Interest income |
0 | 0 | 1,684,217 | |||||||||
| Total revenues |
0 | 0 | 4,045,375 | |||||||||
| EXPENSES |
||||||||||||
| Brokerage commissions |
0 | 0 | 191,398 | |||||||||
| Advisor management fees |
0 | 0 | 1,004,866 | |||||||||
| Advisor incentive fees |
0 | 0 | 882,114 | |||||||||
| Operating expenses |
0 | 0 | 206,622 | |||||||||
| Total expenses |
0 | 0 | 2,285,000 | |||||||||
| NET INCOME ALLOCATED FROM |
0 | 0 | 1,760,375 | |||||||||
| NET INCOME |
$ | 4,392,395 | $ | 12,929,558 | $ | 5,951,783 | ||||||
| NET INCOME PER WEIGHTED AVERAGE |
||||||||||||
| Net income per weighted average Unitholder and |
||||||||||||
| Class I |
$ | 4.11 | $ | 14.27 | $ | 7.98 | ||||||
| Class II |
$ | 6.34 | $ | 13.95 | $ | 10.46 | ||||||
| Weighted average number of Units outstanding – Class I |
883,415 | 800,954 | 683,925 | |||||||||
| Weighted average number of Units outstanding – Class II |
119,456 | 107,386 | 47,434 | |||||||||
See accompanying notes.
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Table of Contents
WORLD MONITOR TRUST III – SERIES J
STATEMENTS OF CHANGES IN UNITHOLDERS’ CAPITAL
For the Years Ended December 31, 2009, 2008 and 2007
| Class I | Class II | ||||||||||||||||||||||||||||||||||||
| Unitholders | Managing Owner | Unitholders | Managing Owner | Total | |||||||||||||||||||||||||||||||||
| Units | Amount | Units | Amount | Units | Amount | Units | Amount | Units | Amount | ||||||||||||||||||||||||||||
| Unitholders’ capital at |
644,120.100 | $ | 63,250,863 | 7,198.711 | $ | 706,894 | 33,473.100 | $ | 3,237,331 | 341.756 | $ | 33,053 | 685,133.666 | $ | 67,228,141 | ||||||||||||||||||||||
| Additions |
188,656.425 | 18,509,128 | 263.160 | 25,000 | 30,339.043 | 3,002,258 | 260.060 | 26,000 | 219,518.688 | 21,562,386 | |||||||||||||||||||||||||||
| Offering costs |
(340,696 | ) | (3,750 | ) | (23,782 | ) | (250 | ) | (368,478 | ) | |||||||||||||||||||||||||||
| Redemptions |
(141,512.371 | ) | (13,950,109 | ) | 0.000 | 0 | (6,075.440 | ) | (601,062 | ) | 0.000 | 0 | (147,587.811 | ) | (14,551,171 | ) | |||||||||||||||||||||
| Transfers |
(3,218.895 | ) | (343,519 | ) | 0.000 | 0 | 0.000 | 0 | 0.000 | 0 | (3,218.895 | ) | (343,519 | ) | |||||||||||||||||||||||
| Net income |
5,397,143 | 58,368 | 491,428 | 4,844 | 5,951,783 | ||||||||||||||||||||||||||||||||
| Unitholders’ capital at |
688,045.259 | 72,522,810 | 7,461.871 | 786,512 | 57,736.703 | 6,106,173 | 601.816 | 63,647 | 753,845.649 | 79,479,142 | |||||||||||||||||||||||||||
| Additions |
285,924.506 | 33,452,938 | 2,005.707 | 235,241 | 83,554.340 | 9,844,197 | 835.601 | 97,798 | 372,320.154 | 43,630,174 | |||||||||||||||||||||||||||
| Offering costs |
(97,255 | ) | (1,049 | ) | (9,800 | ) | (107 | ) | (108,211 | ) | |||||||||||||||||||||||||||
| Redemptions |
(76,546.275 | ) | (9,005,829 | ) | 0.000 | 0 | (20,309.335 | ) | (2,462,776 | ) | 0.000 | 0 | (96,855.610 | ) | (11,468,605 | ) | |||||||||||||||||||||
| Transfers |
(4,356.348 | ) | (502,920 | ) | 0.000 | 0 | 4,331.644 | 502,920 | 0.000 | 0 | (24.704 | ) | 0 | ||||||||||||||||||||||||
| Net income |
11,310,453 | 120,834 | 1,482,240 | 16,031 | 12,929,558 | ||||||||||||||||||||||||||||||||
| Unitholders’ capital at |
893,067.142 | 107,680,197 | 9,467.578 | 1,141,538 | 125,313.352 | 15,462,954 | 1,437.417 | 177,369 | 1,029,285.489 | 124,462,058 | |||||||||||||||||||||||||||
| Additions |
160,931.493 | 19,717,335 | 0.000 | 0 | 14,869.308 | 1,924,884 | 0.000 | 0 | 175,800.801 | 21,642,219 | |||||||||||||||||||||||||||
| Redemptions |
(158,592.174 | ) | (19,333,355 | ) | 0.000 | 0 | (28,741.636 | ) | (3,607,184 | ) | 0.000 | 0 | (187,333.810 | ) | (22,940,539 | ) | |||||||||||||||||||||
| Transfers |
0.000 | 0 | (9,467.578 | ) | (1,190,639 | ) | 0.000 | 0 | 9,123.226 | 1,190,639 | (344.352 | ) | 0 | ||||||||||||||||||||||||
| Net income |
3,585,657 | 49,101 | 748,772 | 8,865 | 4,392,395 | ||||||||||||||||||||||||||||||||
| Unitholders’ capital at |
895,406.461 | $ | 111,649,834 | 0.000 | $ | 0 | 111,441.024 | $ | 14,529,426 | 10,560.643 | $ | 1,376,873 | 1,017,408.128 | $ | 127,556,133 | ||||||||||||||||||||||
See accompanying notes.
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Table of Contents
WORLD MONITOR TRUST III – SERIES J
NOTES TO FINANCIAL STATEMENTS
December 31, 2009
| 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. Effective March 31, 2007, Series H and Series I were no longer offered and on April 30, 2007 Series H and Series I were dissolved. Effective December 31, 2007, Series G was no longer offered and was dissolved. Series J will continue to exist unless terminated pursuant to the provisions of Article XIII of the Trust’s Third 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 May 5, 2009, Preferred Investment Solutions Corp. changed its name to Kenmar Preferred Investments Corp. (“Preferred” or the “Managing Owner”). Preferred or Managing Owner refers to either Preferred Investment Solutions Corp. or Kenmar Preferred Investments Corp., depending on the applicable period discussed. As the Managing Owner of the Trust and of each Series, Preferred conducts and manages the business of the Trust and each Series.
Each Series is initially divided into two classes: Class I Units and Class II Units. The Class I and Class II Units are identical except for the applicable service fee charged to each Class.
Effective December 1, 2005, Series J allocated its net assets equally to WMT III Series G/J Trading Vehicle LLC (whose sole members were Series G and Series J) (the “Company”), WMT III Series H/J Trading Vehicle LLC (whose sole members were Series H, Series J and Futures Strategic Trust) and WMT III Series I/J Trading Vehicle LLC (whose sole members were Series I and Series J) (all three of which are collectively, the “Trading Vehicles”) and received a Voting Membership Interest in each Trading Vehicle. The Trading Vehicles were each formed to function as aggregate trading vehicles. Preferred is the Managing Owner of Futures Strategic Trust and was delegated administrative authority over the operations of the Trading Vehicles. The Trading Vehicles were established for the speculative trading of futures contracts, options on futures contracts and forward currency contracts.
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Table of Contents
WORLD MONITOR TRUST III – SERIES J
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
December 31, 2009
| Note 1. | ORGANIZATION (CONTINUED) |
| A. | General Description of the Trust (Continued) |
On April 30, 2007, WMT III Series H/J Trading Vehicle LLC and WMT III Series I/J Trading Vehicle LLC (collectively, the “Terminated Trading Vehicles”) liquidated and ceased trading operations, leaving the Company as the only remaining trading vehicle investment for Series J. Effective May 1, 2007, Series J re-allocated assets previously held in the Terminated Trading Vehicles to managed accounts in the name of Series J. The assets that Series J allocated to WMT III Series I/J Trading Vehicle LLC were re-allocated to managed accounts to be managed by Eagle Trading Systems Inc. (“Eagle”) pursuant to its Momentum Program. The assets that Series J allocated to WMT III Series H/J Trading Vehicle LLC were re-allocated to a managed account managed by Ortus Capital Management Limited (“Ortus”) pursuant to its Major Currency Program.
Effective December 31, 2007, the Company and Series G were dissolved. Following the Company’s liquidation, Series J re-allocated its assets previously invested in the Company to a managed account managed by the Company’s Trading Advisor, Graham Capital Management, L.P. (“Graham”) pursuant to its Global Diversified Program at 150% Leverage.
The financial statements of the Trading Vehicles, including the condensed schedules of investments, are included in Sections II, III and IV of these financial statements and should be read in conjunction with Series J’s financial statements.
From January 1, 2008 through June 30, 2009, Series J allocated its assets to the three managed accounts noted above. Effective July 1, 2009, Series J entered into trading agreements with GLC Ltd. (“GLC”) pursuant to both its Behavioral Trend and Directional Programs, Krom River Investment Management (Cayman) Limited (“Krom”) pursuant to its Diversified Program and Crabel Capital Management, LLC (“Crabel”) pursuant to its Two Plus (1.5x) Program (collectively with Eagle, Ortus and Graham, the “Trading Advisors”). Beginning July 1, 2009, Series J allocated approximately one-sixth of its net assets to each Trading Advisor’s managed account (collectively the “Managed Accounts”), with such allocations to be re-balanced quarterly.
| 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. As a commodity pool, the Trust and each Series are subject to the regulations of the Commodity Futures Trading Commission (“CFTC”), an 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 through the Trading Vehicles and/or Managed Accounts executes transactions.
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Table of Contents
WORLD MONITOR TRUST III – SERIES J
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
December 31, 2009
| Note 1. | ORGANIZATION (CONTINUED) |
| C. | The Offering |
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.
Initially, the Units for each Series were offered for a period ending November 30, 2005 (“Initial Offering Period”) at $100 per Interest.
The subscription minimum of $30,000,000 for Series J was reached during the Initial Offering Period permitting all Series G, H, I and J to commence trading operations. Series J completed its initial offering on December 1, 2005 with gross proceeds of $31,024,443 which was fully allocated to the Trading Vehicles. Series H and I Units were fully redeemed as of April 30, 2007 and Series G’s Units as of December 31, 2007. Until the Subscription Maximum for Series J is reached, Series J’s Units will continue to be offered on a monthly basis at the then current net asset value per Unit.
| D. | Exchanges, Redemptions and Termination |
Units owned in one series of the Trust (Series G, H, I and J) were permitted to be exchanged, without any charge, for Units of one or more other Series on a monthly basis for as long as Units in those Series were being offered to the public. Exchanges were made at the applicable Series’ then current net asset value per Unit as of the close of business on the last day of the month in which the exchange request was effected. The exchange of Units was treated as redemption of Units in one Series (with the related tax consequences) and the simultaneous purchase of Units in the other Series. Following Series H and I’s liquidations on April 30, 2007 and Series G’s liquidation on December 31, 2007, Series J unitholders are no longer able to effect exchanges from Series J into Series G, H or I.
Redemptions from Series J are permitted on a monthly basis. For Class I Units issued from July 1, 2008 through June 1, 2009, Kenmar Securities Inc. is entitled to a redemption charge for Class I Units redeemed prior to the first anniversary of their purchase of up to 2% of the Net Asset Value per Unit at which they were redeemed. Class I Units issued beginning July 1, 2009 will not be subject to a redemption charge. There is no redemption charge associated with the Class II Units.
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Table of Contents
WORLD MONITOR TRUST III – SERIES J
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
December 31, 2009
| Note 1. | ORGANIZATION (CONTINUED) |
| D. | Exchanges, Redemptions and Termination (Continued) |
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. In addition, in the event that the net asset value of the allocated assets, after adjustments for distributions, contributions and redemptions, for the Managed Accounts traded by any of the Trading Advisors declines by 40% or more since the commencement of trading activities or the first day of a fiscal year, that Managed Account will automatically terminate.
| E. | Foreign Currency Transactions |
Series J’s functional currency is the U.S. dollar; however, it transacts business in currencies other than the U.S. dollar. Assets and liabilities denominated in currencies other than the U.S. dollar are translated into U.S. dollars at the rates in effect at the date of the statements of financial condition. Income and expense items denominated in currencies other than the U.S. dollar are translated into U.S. dollars at the rates in effect during the period. Gains and losses resulting from the translation to U.S. dollars are reported in operations currently under the caption realized in the statements of operations.
| F. | Redemptions Payable |
For purposes of both financial reporting and calculation of redemption value, Net Asset Value per unit is calculated by dividing Net Asset Value by the number of outstanding investors’ units.
| 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 period. Actual results could differ from those estimates.
Commodity futures, options and foreign exchange transactions are reflected in the accompanying statements of financial condition on the trade date. Net unrealized gain or loss on open contracts (the difference between contract trade price and market price) are offset when reflected in the financial statements since the contracts are executed with the same counter party under a master netting arrangement. The market value of futures (exchange-traded) contracts is based upon the closing quotation on the various futures exchanges on which the contract is traded. The values which will be used by Series J for open forward and option positions will be provided by its administrator, who obtains market quotes from data vendors and third parties. Any change in net unrealized gain or loss during the current period is reported in the statement of operations. Realized gains and losses on transactions are recognized in the period in which the contracts are closed. Brokerage commissions include other trading fees and are charged to expense when incurred.
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WORLD MONITOR TRUST III – SERIES J
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
December 31, 2009
| Note 2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) |
| A. | Basis of Accounting (Continued) |
The weighted average number of Units outstanding was computed for purposes of disclosing net income per weighted average Unit. 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 such year.
Series J has elected not to provide a Statement of Cash Flows since substantially all of Series J’s investments are highly liquid and carried at fair value, Series J has little or no debt and a statement of changes in unitholders’ capital is provided.
Consistent with standard business practices in the normal course of business, Series J has provided general indemnifications to the Managing Owner, and others when they act, in good faith, in the best interests of Series J. Series J is unable to develop an estimate of the maximum potential amount of future payments that could potentially result from any hypothetical future claim, but expects the risk of having to make any payments under these general business indemnifications to be remote.
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).
Series J considers prices for exchange traded commodity futures and options contracts to be based on quoted prices in active markets for identical assets (Level 1). The values of forwards, swaps and certain options contracts for which market quotations are not readily available are priced by Super Derivatives, Bloomberg, Reuters, and or other third party data vendors or pricing services who derive fair values for those assets from observable inputs (Level 2). There are no Level 3 investments on December 31, 2009 or 2008.
The following table summarizes the assets and liabilities measured at fair value using the fair value hierarchy:
| December 31, 2009 |
Level 1 | Level 2 | Level 3 | Total | ||||||||||
| Assets: |
||||||||||||||
| Net unrealized gain on open futures contracts |
$ | 1,378,396 | $ | 0 | $ | 0 | $ | 1,378,396 | ||||||
| Commodity options owned, at fair value |
$ | 0 | $ | 2,183,652 | $ | 0 | $ | 2,183,652 | ||||||
| Liabilities: |
||||||||||||||
| Net unrealized loss on open forward contracts |
$ | 0 | $ | (701,135 | ) | $ | 0 | $ | (701,135 | ) | ||||
| Commodity options written, at fair value |
$ | 0 | $ | (10,400 | ) | $ | 0 | $ | (10,400 | ) | ||||
| December 31, 2008 |
Level 1 | Level 2 | Level 3 | Total | ||||||||||
| Assets: |
||||||||||||||
| Net unrealized gain on open futures contracts |
$ | 660,900 | $ | 0 | $ | 0 | $ | 660,900 | ||||||
| Liabilities: |
||||||||||||||
| Net unrealized loss on open forward contracts |
$ | 0 | $ | (1,737,730 | ) | $ | 0 | $ | (1,737,730 | ) | ||||
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WORLD MONITOR TRUST III – SERIES J
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
December 31, 2009
| Note 2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) |
| B. | Recent Accounting Pronouncements |
In April 2009, the Financial Accounting Standards Board (“FASB”) issued accounting guidance clarifying the application of Accounting Standards Codification (“ASC” or “Codification”) Topic 820, “Fair Value Measurements and Disclosures.” The additional guidance provides for how the fair value of a financial asset is determined when the market for that financial asset is inactive. The guidance was effective for interim and annual periods after June 15, 2009, with early adoption permitted for periods ending after March 15, 2009, and is to be applied prospectively. Series J adopted the guidance effective January 1, 2009. As required, Series J also adopted guidance relating to recognition and presentation of other-than-temporary impairments, effective January 1, 2009. The adoption of these pronouncements did not have an impact on Series J’s financial statements.
In March 2008, the FASB issued accounting guidance which established among other things, the disclosure requirements for derivative instruments and for hedging activities. The guidance is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. Series J adopted the guidance effective January 1, 2009. The following table summarizes quantitative information required by the guidance.
The fair value of Series J’s derivatives by instrument type, as well as the location of those instruments on the statement of financial condition as of December 31, 2009, are included in the condensed schedule of investments, all of which are deemed derivatives not designated as hedging instruments under ASC Topic 815, “Derivatives and Hedging.”
The trading revenue of Series J’s derivatives by instrument type, as well as the location of those gains and losses on the statement of operations, for the year ended December 31, 2009 is as follows:
| Type of Instrument |
Trading Revenue for the Year Ended December 31, 2009 |
|||
| Commodities Contracts |
$ | 812,906 | ||
| Currencies Contracts |
2,211,059 | |||
| Energy Contracts |
103,117 | |||
| Interest Rate Contracts |
(3,337,376 | ) | ||
| Metals Contracts |
6,519,462 | |||
| Stock Indices Contracts |
7,537,070 | |||
| Forward Currency Contracts |
5,474,679 | |||
| Purchased Options on Futures Contracts |
(3,778,627 | ) | ||
| Written Options on Futures Contracts |
45,626 | |||
| Total |
$ | 15,587,916 | ||
| Line item in Statement of Operations |
||||
| Realized |
$ | 13,754,032 | ||
| Change in unrealized |
1,833,884 | |||
| Total |
$ | 15,587,916 | ||
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WORLD MONITOR TRUST III – SERIES J
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
December 31, 2009
| Note 2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) |
| B. | Recent Accounting Pronouncements (Continued) |
Effective for the quarter ending June 30, 2009, Series J adopted ASC Topic 855, “Subsequent Events” which provides guidance to establish general standards of accounting for and disclosures of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. The adoption of ASC Topic 855 did not have a material impact on Series J’s financial statements.
Effective July 1, 2009, Series J adopted ASC Topic 105, “Generally Accepted Accounting Principles.” ASC Topic 105 establishes the FASB Codification as the source of authoritative accounting principles recognized by the FASB to be applied by non-governmental entities in the preparation of financial statements in conformity with U.S. GAAP. Rules and interpretive releases of the SEC under authority of federal securities laws are also sources of authoritative U.S. GAAP for SEC registrants. The Codification did not change U.S. GAAP but reorganizes the existing literature into Topics. References for FASB guidance throughout this document have been updated for the Codification.
On September 30, 2009, the FASB issued Accounting Standards Update (“ASU”) No. 2009-12, Investments in Certain Entities That Calculate Net Asset Value per Share (or its Equivalent) (“ASU 2009-12”). ASU 2009-12 provides guidance on measuring the fair value of certain alternative investments, and amends ASC Topic 820 to offer investors a practical means for measuring the fair value of investments in certain entities that calculate net asset value per share and require certain disclosures. ASU 2009-12 is effective for periods ending after December 15, 2009, and early adoption is permitted. The adoption of ASU 2009-12 did not have an impact of Series J’s financial statements.
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WORLD MONITOR TRUST III – SERIES J
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
December 31, 2009
| Note 2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) |
| C. | Cash and Cash Equivalents |
Cash represents amounts deposited with clearing brokers and a bank, a portion of which is restricted for purposes of meeting margin requirements, which typically range from 0% to 35% of the notional amounts of the derivatives traded. As of December 31, 2009 and 2008, restricted cash totaled $9,367,166 and $3,269,154, respectively. Series J receives interest on all cash balances held by the clearing brokers and bank at prevailing rates.
| D. | Income Taxes |
Series J is treated as a partnership for Federal income tax purposes. As such, Series J is not required to provide for, or pay, any Federal or state income taxes. Income tax attributes that arise from its operations are passed directly to the individual Unitholders including the Managing Owner. Series J may be subject to other state and local taxes in jurisdictions in which it operates.
Series J recognizes tax benefits or expenses of uncertain tax positions in the year such determination is made when the positions are “more likely than not” to be sustained assuming examination by tax authorities. The Managing Owner has reviewed Series J’s tax positions for all open years (after December 31, 2006) 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 2006 through 2009 tax years generally remain subject to examination by U.S. federal and most state tax authorities.
| E. | Investments in Trading Vehicles |
The investments in the Trading Vehicles were reported by Series J at fair value. Fair value ordinarily is the value determined for the Trading Vehicles in accordance with the Trading Vehicles’ valuation policies and reported at the time of Series J’s valuation by the management of the Trading Vehicles. Generally, the fair value of Series J’s investment in a Trading Vehicle represented the amount that Series J could reasonably expect to receive from the Trading Vehicle if Series J’s investment were redeemed at the time of valuation, based on information available at the time the valuation was made and that Series J believed to be reliable.
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WORLD MONITOR TRUST III – SERIES J
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
December 31, 2009
| Note 2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) |
| E. | Investments in Trading Vehicles (Continued) |
Series J recorded its proportionate share of each item of income and expense from the investment in the Trading Vehicles in the statement of operations. Through its investment in the Trading Vehicles, Series J paid its proportionate share of annual management fees (2.5%, 3.0% and 2.0% for Trading Vehicles G/J, H/J and I/J, respectively) and incentive fees (20% of New High Net Trading Profits as defined in the Advisory Agreements for the Trading Vehicles). Incentive fees were accrued monthly and paid quarterly in arrears. The accounting policies, including valuation policies, of the Trading Vehicles are contained in the notes to each Trading Vehicle’s financial statements included in Sections II, III and IV respectively, of these financial statements.
| F. | 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 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.
| G. | Organization and Offering Costs |
In accordance with the Trust’s Agreement and Prospectus, organization and initial offering costs were paid by the Managing Owner, subject to reimbursement by the Trust, without interest, in up to 36 monthly payments during each of the first 36 months of Series J’s operations, provided that the Managing Owner shall not be entitled to reimbursement for such expenses in an aggregated amount in excess of 2.5% of the aggregate amount of all subscriptions accepted by Series J during the initial offering period and the first 36 months of Series J’s operations (the “Continuous Offering Period”).
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WORLD MONITOR TRUST III – SERIES J
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
December 31, 2009
| Note 2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) |
| G. | Organization and Offering Costs (Continued) |
In addition, Series J shall not reimburse the Managing Owner for organization and offering expenses (both initial and ongoing) in excess of 0.50% per annum of Series J’s net asset value. Organization and initial offering costs (exclusive of the initial selling fee), totaling $1,454,441 for all Series of the Trust were paid by the Managing Owner. Series J’s allocable portion of such costs was $1,304,181 of which $1,120,668 was reimbursed by Series J to the Managing Owner through December 31, 2009.
The Managing Owner is also 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, 2009, the Managing Owner has paid $1,791,343 in ongoing offering costs, of which $1,734,181 has been allocated to Series J. 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, 2009, the Managing Owner incurred and Series J was allocated ongoing offering costs in the amount of $1,154,724 and $1,135,118, respectively. Of the ongoing offering costs, of $1,135,118, allocated to Series J, $635,144 will not be reimbursable to the Managing Owner.
Series J will only be liable for payment of initial and ongoing offering costs on a monthly basis. If a Series terminates prior to completion of payment of such amounts to the Managing Owner, the Managing Owner will not be entitled to any additional payments, and Series J will have no further obligation to the Managing Owner.
During the years ended December 31, 2008 and 2007, Series J’s allocable portion of organization and initial and ongoing offering costs exceeded 0.50% per annum of the Net Asset Value of Series J and, as such, Series J was only liable to the Managing Owner up to the 0.50% per annum limitation.
During the year ended December 31, 2009, Series J’s allocable portion of organization and initial and ongoing offering costs did not exceed 0.50% per annum of the Net Asset Value of Series J.
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WORLD MONITOR TRUST III – SERIES J
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
December 31, 2009
| Note 2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) |
| G. | Organization and Offering Costs (Continued) |
For the three months ended March 31, 2008 and for the year ended December 31, 2007, Series J charged the amount reimbursable to Preferred for organizational and initial offering costs as a charge against capital monthly based upon the limitation noted above. Moreover, because Series J did not reimburse Preferred for ongoing offering costs, ongoing offering costs were neither charged against capital nor against expense. Generally accepted accounting principles provide that (a) organization costs should have been expensed as incurred and a liability for their reimbursement recorded, (b) a liability and deferred asset should have been recorded on December 1, 2005 (date of commencement of investment operations) for the amount of initial offering costs estimated to be reimbursed to Preferred, (c) such deferred asset should have been amortized to expense over a twelve month period (from the date of commencement of investment operations through November 30, 2006) on a straight line basis, (d) such estimated liability should have been reviewed and adjusted on a periodic basis through the end of the repayment period for initial offering costs which ends on November 30, 2008, (e) the liability should have been reduced as Series J reimbursed Preferred for initial offering costs and (f) ongoing offering costs should have been expensed and recorded as a liability as incurred.
Series J has evaluated the difference in accounting methods and concluded that the impact was not material to Series J’s financial statements. Effective April 1, 2008, Series J recorded a liability and expense for the remaining initial costs expected to be reimbursed and expensed any additional ongoing costs as incurred in the statement of operations and recorded a corresponding liability in the statement of financial condition.
At December 31, 2009, of the $12,990 of offering cost payable listed on the statement of financial condition, $0 is initial offering costs and $12,990 represents ongoing offering cost.
| H. | Interest Income |
Interest income is recorded on an accrual basis. During the years ended December 31, 2009, 2008 and 2007, interest income consisted of interest earned in the Trading Vehicles and/or in Series J.
| Note 3. | RELATED PARTIES |
Series J reimburses the Managing Owner for services it performs for Series J, which include, but are not limited to: management, accounting, registrar, transfer and assignment functions, investor communications, printing, and other administrative services.
The expenses incurred by Series J for services performed by the Managing Owner for Series J for the years ended December 31, 2009, 2008 and 2007 were:
| 2009 | 2008 | 2007 | |||||||
| Management |
$ | 626,481 | $ | 539,433 | $ | 368,478 | |||
| Operating expenses |
161,378 | 117,665 | 118,330 | ||||||
| $ | 787,859 | $ | 657,098 | $ | 486,808 | ||||
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WORLD MONITOR TRUST III – SERIES J
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
December 31, 2009
| Note 3. | RELATED PARTIES (CONTINUED) |
Expenses payable to the Managing Owner and its affiliates as of December 31, 2009 and 2008 were $36,271 and $23,455, respectively. Such amounts are included in accrued expenses payable on the statements of financial condition.
| Note 4. | MANAGING OWNER |
As of December 31, 2009, the Managing Owner and or its affiliates have purchased and maintained an interest in Series J in an amount not less than 1% of the net asset value of Series J.
The Managing Owner is paid a monthly management fee of 1/12 of 0.5% (0.5% annually) of Series J’s net asset value at the beginning of the month.
| Note 5. | SERVICE FEES AND SALES COMMISSIONS |
Through June 30, 2009, Series J paid a service fee with respect to Class I Units, monthly in arrears, equal to 1/12 of 2% (2% per annum) of the Net Asset Value per Unit of the outstanding Class I Units as of the beginning of the month. The service fee was paid directly by Series J to Kenmar Securities Inc. (“Selling Agent”), an affiliate of the Managing Owner. The Selling Agent was responsible for paying all commissions owing to the correspondent selling agents, who were entitled to receive from the Selling Agent an initial commission equal to 2% of the initial Net Asset Value per Unit of each Class I Unit sold by them, payable on the date such Class I Units are purchased. Commencing with the 13th month after the purchase of a Class I Unit, the correspondent selling agent 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. Beginning July 1, 2009, Series J (rather than the Selling Agent) pays its service fee on Class I Units directly to the correspondent selling agents.
Class II Unitholders are not assessed service fees.
Starting July 1, 2009, Service fee – Class I Units disclosed on the statements of operations represents the monthly 1/12 of 2% service fee calculated on all Class I Units, the initial upfront sales commission of 2% and 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. Of the $2,376,335 of Service fee – Class I Units disclosed on the statement of operations for the year ended December 31, 2009, $1,299,192 represents the Service fee – Class I Units paid directly by Series J to the correspondent selling agents starting July 1, 2009.
For the six months ended December 31, 2009, the $1,299,192 of Service Fee – Class I Units is composed of the following:
| Monthly 1/12 of 2% service fee calculated on all Class I Units |
$ | 1,121,089 | ||
| Initial upfront 2% sales commission |
258,838 | |||
| Series J’s recapture of 1/12 of 2% service fee on select Units |
(80,735 | ) | ||
| Total |
$ | 1,299,192 | ||
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WORLD MONITOR TRUST III – SERIES J
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
December 31, 2009
| Note 5. | SERVICE FEES AND SALES COMMISSIONS (CONTINUED) |
Service fees payable of $209,582 as of December 31, 2009 on the statement of financial condition represents $173,716 of the 1/12 of 2% service fee payable, net of Series J’s recapture, and the 2% upfront sales commission payable of $35,866.
Series J will also pay the Selling Agent a monthly sales commission equal to 1/12th of 1% (1% annually) of the Net Asset Value of the outstanding units as of the beginning of each month.
| Note 6. | 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 7. | COSTS, FEES AND EXPENSES |
| A. | Operating Expenses |
Operating expenses of Series J are paid for by Series J.
| B. | Management and Incentive Fees |
Through its investments in the Terminated Trading Vehicles until dissolution, Series J paid its proportionate share of annual management fees of 3.0% and 2.0% to Bridgewater Associates, Inc. (“Bridgewater”) and Eagle, respectively, and incentive fees of 20% of New High Net Trading Profits as defined in the respective Advisory Agreements for the Terminated Trading Vehicles.
Through its investment in the Company until dissolution, Series J paid its proportionate share of annual management fees of 2.5% to Graham and incentive fees of 20% of New High Net Trading Profits as defined in the Advisory Agreement for the Company.
Series J pays Ortus, Eagle, Graham, GLC, Krom and Crabel monthly management fees at the annual rate of 2.0%, 2.0%, 2.5%, 2.0%, 2.0% and 1.0%, respectively, of their Managed Accounts’ allocated assets as defined in their respective Advisory Agreements. Additionally, Series J pays Ortus, Eagle, Graham, GLC, Krom and Crabel an incentive fee accrued monthly and paid quarterly of 20%, 20%, 20%, 20%, 20% and 25%, respectively, for achieving “New High Net Trading Profits” in their specific Managed Accounts as defined in their respective Advisory Agreements. For the years ended December 31, 2009, 2008 and 2007, incentive fees earned by the Trading Advisors and/or by advisors through Series J’s investments in the Trading Vehicles were $2,477,883, $5,317,704 and $2,186,112, respectively, of which $62,430 and $1,590,799 remain payable by Series J at December 31, 2009 and 2008, respectively.
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WORLD MONITOR TRUST III – SERIES J
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
December 31, 2009
| Note 8. | INVESTMENTS IN TRADING VEHICLES |
Effective December 1, 2005, Series J invested a substantial portion of its assets in the Trading Vehicles. On April 30, 2007, the Terminated Trading Vehicles liquidated and ceased trading operations. Series J’s investments in WMT III Series H/J Trading Vehicle LLC and WMT III Series I/J Trading Vehicle LLC represented approximately 94.19% and 98.65%, respectively, of the net asset value prior to liquidation of each Terminated Trading Vehicle at April 30, 2007. On December 31, 2007, the Company liquidated and ceased trading operations. Series J’s investment in the Company represented approximately 94.26% of the net asset value prior to liquidation of the Company at December 31, 2007. The investments in the Trading Vehicles were subject to the Organization Agreements of the Trading Vehicles.
Summarized information for these investments are as follows:
| Net Asset Value December 31, 2006 |
Investments | Income (Loss) |
Redemptions | Net Asset Value December 31, 2007 | |||||||||||||
| WMT III Series G/J |
$ | 23,263,074 | $ | 5,457,898 | $ | 4,356,090 | $ | (33,077,062 | ) | $ | 0 | ||||||
| WMT III Series H/J |
22,215,588 | 3,322,456 | (184,299 | ) | (25,353,745 | ) | 0 | ||||||||||
| WMT III Series I/J |
23,990,192 | 3,322,456 | (2,411,416 | ) | (24,901,232 | ) | 0 | ||||||||||
| $ | 69,468,854 | $ | 12,102,810 | $ | 1,760,375 | $ | (83,332,039 | ) | $ | 0 | |||||||
Series J’s proportionate share of the income and expenses of the Trading Vehicles for the year ended December 31, 2007 is as follows:
| 2007* |
WMT III Series G/J Trading Vehicle LLC |
WMT III Series H/J Trading Vehicle LLC |
WMT III Series I/J Trading Vehicle LLC |
Total | ||||||||||||
| Realized trading gains (losses) |
$ | 5,895,765 | $ | 272,436 | $ | (1,827,215 | ) | $ | 4,340,986 | |||||||
| Change in unrealized trading gains (losses) |
(822,590 | ) | (497,525 | ) | (659,713 | ) | (1,979,828 | ) | ||||||||
| Brokerage commissions |
(104,554 | ) | (23,143 | ) | (63,701 | ) | (191,398 | ) | ||||||||
| Interest income |
986,549 | 339,975 | 357,693 | 1,684,217 | ||||||||||||
| Incentive fees |
(882,114 | ) | 0 | 0 | (882,114 | ) | ||||||||||
| Management fee |
(631,411 | ) | (217,947 | ) | (155,508 | ) | (1,004,866 | ) | ||||||||
| Operating expenses |
(85,555 | ) | (58,095 | ) | (62,972 | ) | (206,622 | ) | ||||||||
| $ | 4,356,090 | $ | (184,299 | ) | $ | (2,411,416 | ) | $ | 1,760,375 | |||||||
| * | Through April 30, 2007 (date of liquidation) for the Terminated Trading Vehicles and December 31, 2007 for the Company. |
Prior to the liquidation of the Trading Vehicles, Series J was able to make additional contributions to or redemptions from, the Trading Vehicles on a monthly basis.
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WORLD MONITOR TRUST III – SERIES J
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
December 31, 2009
| Note 9. | MARKET AND CREDIT RISK |
Series J’s investments in the Trading Vehicles are subject to the market and credit risks of the futures contracts, options on futures contracts, forward currency contracts and other financial instruments held or sold short by them. Series J bears the risk of loss only to the extent of the market value of its investment and, in certain specific circumstances, distributions and redemptions received.
Series J has cash on deposit with financial institutions and in broker trading accounts. In the event of a financial institution’s insolvency, recovery of cash on deposit may be limited to account insurance or other protection afforded such deposits.
Series J is exposed to various types of risks associated with the derivative instruments and related markets in which it directly invests through its Managed Accounts. 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).
The Managing Owner has established procedures to actively monitor market risk and minimize credit risk, although there can be no assurance that it will, in fact, succeed in doing so. The Unitholders bear the risk of loss only to the extent of the market value of their respective investments and, in certain specific circumstances, distributions and redemptions received.
Market Risk
Trading in futures and forward contracts (including foreign exchange) involves entering into contractual commitments to purchase or sell a particular commodity at a specified date and price. The gross or face amount of the contracts, which is typically many times that of Series J’s net assets being traded, significantly exceeds Series J’s future cash requirements since Series J intends to close out its open positions prior to settlement. As a result, Series J is generally subject only to the risk of loss arising from the change in the value of the contracts. As such, Series J considers the fair value of its derivative instruments to be the net unrealized gain or loss on the contracts. The market risk associated with Series J’s commitments to purchase commodities is limited to the gross or face amount of the contracts held.
However, when Series J enters into a contractual commitment to sell commodities, it must make delivery of the underlying commodity at the contract price and then repurchase the contracts at prevailing market prices or settle in cash. Since the repurchase price to which a commodity can rise is unlimited, entering into commitments to sell commodities exposes Series J to unlimited risk. In addition, as both a buyer and seller of options, Series J pays or receives a premium at the outset and then bears the risk of unfavorable changes in the price of the contract underlying the option. Written options expose Series J to potentially unlimited liability, and purchased options expose Series J to a risk of loss limited to the premiums paid.
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 Series J holds and the liquidity and inherent volatility of the markets in which Series J trades.
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WORLD MONITOR TRUST III – SERIES J
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
December 31, 2009
| Note 9. | MARKET AND CREDIT RISK (CONTINUED) |
Credit Risk
When entering into futures or forward contracts, Series J is exposed to credit risk that the counterparty to the contract will not meet its obligations. The counterparty for futures contracts traded on United States and most foreign futures exchanges is the clearinghouse associated with the particular exchange. In general, clearinghouses are backed by their corporate members who are required to share any financial burden resulting from the non-performance by one of their members and, as such, should significantly reduce this credit risk. In cases where the clearinghouse is not backed by the clearing members (i.e., some foreign exchanges), it is normally backed by a consortium of banks or other financial institutions. On the other hand, there is concentration risk on forward transactions entered into by Series J, as Series J’s clearing broker is the sole counterparty.
Series J has entered into master netting agreements with its clearing brokers and, as a result, when applicable, presents unrealized gains and losses on open forward positions as a net amount in the statements of financial condition. The amount at risk associated with counterparty non-performance of all of Series J’s contracts is the net unrealized gain (loss) included in the statements of financial condition; however, counterparty non-performance on only certain of Series J’s contracts may result in greater loss than non-performance on all of Series J’s contracts. There can be no assurance that any counterparty, clearing member or clearinghouse will meet its obligations to Series J.
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.
Series J’s futures commission merchants, in accepting orders for the purchase or sale of domestic futures contracts, are required by CFTC regulations to separately account for and segregate as belonging to Series J all assets of Series J relating to domestic futures trading and are not allowed to commingle such assets with its other assets.
At December 31, 2009 and 2008, such segregated assets totaled $20,316,765 and $90,283,908, respectively, which are included in cash and cash equivalents on the statements of financial condition. Part 30.7 of the CFTC regulations also requires Series J’s futures commission merchants to secure assets of Series J related to foreign futures trading, which totaled $3,135,943 and $220,120 at December 31, 2009 and 2008, respectively. There are no segregation requirements for assets related to forward trading.
As of December 31, 2009, all of Series J’s open futures contracts mature within eighteen months.
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WORLD MONITOR TRUST III – SERIES J
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
December 31, 2009
| Note 10. | FINANCIAL HIGHLIGHTS |
The following information presents per Unit operating performance data and other supplemental financial data for the years ended December 31, 2009, 2008 and 2007. This information has been derived from information presented in the financial statements.
| Class I | Class II | |||||||||||||||||||||||
| 2009 | 2008 | 2007 | 2009 | 2008 | 2007 | |||||||||||||||||||
| Per Unit Performance (for a Unit outstanding throughout the entire year) |
||||||||||||||||||||||||
| Net asset value per Unit, beginning of the year |
$ | 120.57 | $ | 105.40 | $ | 98.20 | $ | 123.39 | $ | 105.76 | $ | 96.71 | ||||||||||||
| Income from operations(3) : |
||||||||||||||||||||||||
| Net realized and change in unrealized |
15.56 | 28.06 | 13.51 | 16.03 | 28.19 | 13.49 | ||||||||||||||||||
| Interest income(1) |
0.04 | 1.47 | 4.18 | 0.03 | 1.54 | 4.11 | ||||||||||||||||||
| Interest expense(1) |
0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | ||||||||||||||||||
| Other expenses(1), (4) |
(11.48 | ) | (14.24 | ) | (9.99 | ) | (9.07 | ) | (12.01 | ) | (8.04 | ) | ||||||||||||
| Total income from operations |
4.12 | 15.29 | 7.70 | 6.99 | 17.72 | 9.56 | ||||||||||||||||||
| Offering costs(1), (4) |
0.00 | (0.12 | ) | (0.50 | ) | 0.00 | (0.09 | ) | (0.51 | ) | ||||||||||||||
| Net increase for the year |
4.12 | 15.17 | 7.20 | 6.99 | 17.63 | 9.05 | ||||||||||||||||||
| Net asset value per Unit, end of the year |
$ | 124.69 | $ | 120.57 | $ | 105.40 | $ | 130.38 | $ | 123.39 | $ | 105.76 | ||||||||||||
| Total Return |
||||||||||||||||||||||||
| Total return before incentive fees |
5.46 | % | 19.44 | % | 10.33 | % | 7.70 | % | 21.50 | % | 12.47 | % | ||||||||||||
| Incentive fees |
(2.04 | )% | (5.05 | )% | (3.00 | )% | (2.04 | )% | (4.83 | )% | (3.11 | )% | ||||||||||||
| Total return after incentive fees |
3.42 | % | 14.39 | % | 7.33 | % | 5.66 | % | 16.67 | % | 9.36 | % | ||||||||||||
| Supplemental Data |
||||||||||||||||||||||||
| Ratios to average net asset value(3) : |
||||||||||||||||||||||||
| Net investment loss before incentive fees(2), (4) |
(7.31 | )% | (5.93 | )% | (2.85 | )% | (5.13 | )% | (4.01 | )% | (0.85 | )% | ||||||||||||
| Incentive fees |
(2.01 | )% | (5.05 | )% | (3.00 | )% | (1.98 | )% | (4.83 | )% | (3.11 | )% | ||||||||||||
| Net investment loss after incentive fees |
(9.32 | )% | (10.98 | )% | (5.85 | )% | (7.11 | )% | (8.84 | )% | (3.96 | )% | ||||||||||||
| Interest income |
0.03 | % | 1.26 | % | 4.20 | % | 0.02 | % | 1.30 | % | 4.13 | % | ||||||||||||
| Incentive fees |
2.01 | % | 5.05 | % | 3.00 | % | 1.98 | % | 4.83 | % | 3.11 | % | ||||||||||||
| Interest expense |
0.00 | % | 0.00 | % | 0.00 | % | 0.00 | % | 0.00 | % | 0.00 | % | ||||||||||||
| Other expenses(4) |
7.34 | % | 7.19 | % | 7.05 | % | 5.15 | % | 5.31 | % | 4.98 | % | ||||||||||||
| Total expenses |
9.35 | % | 12.24 | % | 10.05 | % | 7.13 | % | 10.14 | % | 8.09 | % | ||||||||||||
Total returns are calculated based on the change in value of a Unit during the year. An individual Unitholder’s total returns and ratios may vary from the above total returns and ratios based on the timing of additions and redemptions.
| (1) | Interest income per Unit, interest expense per Unit, other expenses per Unit and offering costs per Unit are calculated by dividing interest income, interest expense, other expenses and offering costs applicable to each class by the weighted average number of Units of each class outstanding during the year. Net realized and change in unrealized gain 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 interest income less total expenses (exclusive of incentive fees). |
| (3) | Includes Series J’s proportionate share of income and expenses from WMT III Series G/J, H/J and I/J Trading Vehicles LLC through December 31, 2007. |
| (4) | Offering costs were charged against capital through March 31, 2008. Beginning April 1, 2008, offering costs were expensed. |
| Note 11. | SUBSEQUENT EVENTS |
From January 1, 2010 through March 23, 2010, there were subscriptions and redemptions of $8,967,402 and $790,423, respectively.
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SECTION II
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WMT III SERIES G/J TRADING VEHICLE LLC
FINAL ANNUAL REPORT
December 31, 2007 (date of termination)
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Managing Member and Members of
World Monitor Trust III Series G/J Trading Vehicle LLC
We have audited the accompanying statement of financial condition, including the condensed schedule of investments, of World Monitor Trust III Series G/J Trading Vehicle LLC (the “Company”) as of December 31, 2007 (date of termination), and the related statements of operations and changes in members’ capital and financial highlights for the year ended December 31, 2007 (date of termination). These financial statements and financial highlights are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audit.
We conducted our audit 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 the Company’s internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Trust’s internal control over financial reporting. Accordingly, we express no such opinion. An audit 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 audit provides a reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of World Monitor Trust III Series G/J Trading Vehicle LLC at December 31, 2007 (date of termination), and the results of its operations and changes in its members’ capital and the financial highlights for the year ended December 31, 2007 (date of termination), in conformity with accounting principles generally accepted in the United States of America.
Eisner LLP
New York, New York
April 25, 2008
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Managing Member and Members of
World Monitor Trust III Series G/J Trading Vehicle LLC
We have audited the accompanying statement of financial condition, including the condensed schedule of investments, of World Monitor Trust III Series G/J Trading Vehicle LLC (the “Company”) as of December 31, 2006, and the related statements of operations and changes in members’ capital for the year ended December 31, 2006 and the period December 1, 2005 (commencement of operations) to December 31, 2005. These financial statements are the responsibility of the Company’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 also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of World Monitor Trust III Series G/J Trading Vehicle LLC at December 31, 2006, and the results of its operations and changes in its members’ capital for the year ended December 31, 2006 and the period December 1, 2005 (commencement of operations) to December 31, 2005 in conformity with accounting principles generally accepted in the United States of America.
Deloitte & Touche LLP
New York, New York
March 28, 2007
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WMT III SERIES G/J TRADING VEHICLE LLC
STATEMENTS OF FINANCIAL CONDITION
December 31, 2007 (date of termination) and 2006
| 2007 | 2006 | |||||
| ASSETS |
||||||
| Cash |
$ | 29,396,394 | $ | 24,478,301 | ||
| Net unrealized gain on open futures contracts |
0 | 525,372 | ||||
| Net unrealized gain on open forward currency contracts |
81,121 | 325,380 | ||||
| Interest receivable |
62,930 | 99,446 | ||||
| Total assets |
$ | 29,540,445 | $ | 25,428,499 | ||
| LIABILITIES |
||||||
| Accrued expenses |
$ | 62,946 | $ | 32,134 | ||
| Commissions payable |
0 | 3,576 | ||||
| Advisor fee payable |
121,945 | 53,106 | ||||
| Incentive fee payable |
238,634 | 0 | ||||
| Net unrealized loss on open futures contracts |
56,636 | 0 | ||||
| Redemptions payable |
29,060,284 | 0 | ||||
| Total liabilities |
29,540,445 | 88,816 | ||||
| MEMBERS’ CAPITAL (Net Asset Value) |
||||||
| Member G – Class I |
0 | 908,532 | ||||
| Member G – Class II |
0 | 1,168,077 | ||||
| Member J – Class I |
0 | 22,158,018 | ||||
| Member J – Class II |
0 | 1,105,056 | ||||
| Total members’ capital |
0 | 25,339,683 | ||||
| Total liabilities and members’ capital |
$ | 29,540,445 | $ | 25,428,499 | ||
See accompanying notes.
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WMT III SERIES G/J TRADING VEHICLE LLC
CONDENSED SCHEDULES OF INVESTMENTS
December 31, 2007 (date of termination) and 2006
| 2007 | 2006 | |||||||||||||
| Net Unrealized Gain (Loss) |
Net Unrealized Gain (Loss) as a % of Net Asset Value(1) |
Net Unrealized Gain (Loss) |
Net Unrealized Gain (Loss) as a % of Net Asset Value |
|||||||||||
| OPEN FUTURES CONTRACTS |
||||||||||||||
| Long futures contracts |
||||||||||||||
| Commodities |
$ | 0 | 0.00 | % | $ | 11,825 | 0.05 | % | ||||||
| Interest rates |
0 | 0.00 | % | (64,318 | ) | (0.25 | )% | |||||||
| Metals |
(76,058 | ) | (0.27 | )% | (16,513 | ) | (0.07 | )% | ||||||
| Stock indices |
0 | 0.00 | % | 198,600 | 0.78 | % | ||||||||
| Other |
0 | 0.00 | % | 8,813 | 0.03 | % | ||||||||
| Net unrealized gain (loss) on open long futures contracts |
(76,058 | ) | (0.27 | )% | 138,407 | 0.54 | % | |||||||
| Short futures contracts |
||||||||||||||
| Energy |
0 | 0.00 | % | 78,298 | 0.31 | % | ||||||||
| Commodities |
0 | 0.00 | % | 3,290 | 0.01 | % | ||||||||
| Interest rates |
0 | 0.00 | % | 347,838 | 1.38 | % | ||||||||
| Metals |
19,422 | 0.07 | % | 12,850 | 0.05 | % | ||||||||
| Stock indices |
0 | 0.00 | % | (42,545 | ) | (0.17 | )% | |||||||
| Other |
0 | 0.00 | % | (12,766 | ) | (0.05 | )% | |||||||
| Net unrealized gain on open short futures contracts |
19,422 | 0.07 | % | 386,965 | 1.53 | % | ||||||||
| Net unrealized gain (loss) on open futures contracts |
$ | (56,636 | ) | (0.20 | )% | $ | 525,372 | 2.07 | % | |||||
| OPEN FORWARD CURRENCY CONTRACTS |
||||||||||||||
| Net unrealized gain (loss) on long forward currency contracts |
$ | (287,605 | ) | (1.01 | )% | $ | 333,447 | 1.32 | % | |||||
| Net unrealized gain (loss) short forward currency contracts |
368,726 | 1.30 | % | (8,067 | ) | (0.03 | )% | |||||||
| Net unrealized gain on open forward currency contracts |
$ | 81,121 | 0.29 | % | $ | 325,380 | 1.29 | % | ||||||
| (1) | Net asset value prior to liquidating redemptions |
See accompanying notes.
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WMT III SERIES G/J TRADING VEHICLE LLC
STATEMENTS OF OPERATIONS
For the years ended December 31, 2007 (date of termination), 2006 and
For the period December 1, 2005 (commencement of operations) to December 31, 2005
| Year Ended December 31, 2007 |
Year Ended December 31, 2006 |
Period Ended December 31, 2005 |
|||||||||
| REVENUES |
|||||||||||
| Realized |
$ | 6,332,066 | $ | 651,531 | $ | (434,052 | ) | ||||
| Change in unrealized |
(826,267 | ) | 715,098 | 135,654 | |||||||
| Interest income |
1,068,501 | 895,448 | 33,425 | ||||||||
| Total revenues (losses) |
6,574,300 | 2,262,077 | (264,973 | ) | |||||||
| EXPENSES |
|||||||||||
| Brokerage commissions |
112,941 | 132,635 | 6,985 | ||||||||
| Advisor incentive fees |
955,788 | 107,871 | 0 | ||||||||
| Advisor management fees |
683,111 | 510,442 | 22,012 | ||||||||
| Operating expenses |
92,342 | 57,331 | 28,800 | ||||||||
| Total expenses |
1,844,182 | 808,279 | 57,797 | ||||||||
| NET INCOME (LOSS) |
$ | 4,730,118 | $ | 1,453,798 | $ | (322,770 | ) | ||||
See accompanying notes.
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WMT III SERIES G/J TRADING VEHICLE LLC
STATEMENTS OF CHANGES IN MEMBERS’ CAPITAL (NET ASSET VALUE)
For the years ended December 31, 2007 (date of termination), 2006 and
For the period December 1, 2005 (commencement of operations) to December 31, 2005
| Members’ Capital | ||||||||||||||||||||
| Member G – Class I |
Member G – Class II |
Member J – Class I |
Member J – Class II |
Total | ||||||||||||||||
| Members’ capital at December 1, 2005 |
$ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||
| Additions |
525,000 | 0 | 10,341,481 | 0 | 10,866,481 | |||||||||||||||
| Redemptions |
0 | 0 | 0 | 0 | 0 | |||||||||||||||
| Net loss |
(15,594 | ) | 0 | (307,176 | ) | 0 | (322,770 | ) | ||||||||||||
| Members’ capital at December 31, 2005 |
509,406 | 0 | 10,034,305 | 0 | 10,543,711 | |||||||||||||||
| Additions |
819,634 | 1,157,000 | 11,581,883 | 1,096,744 | 14,655,261 | |||||||||||||||
| Redemptions |
(451,873 | ) | (15,304 | ) | (835,384 | ) | (10,526 | ) | (1,313,087 | ) | ||||||||||
| Net income |
31,365 | 26,381 | 1,377,214 | 18,838 | 1,453,798 | |||||||||||||||
| Members’ capital at December 31, 2006 |
908,532 | 1,168,077 | 22,158,018 | 1,105,056 | 25,339,683 | |||||||||||||||
| Additions |
232,500 | 104,500 | 4,643,979 | 813,919 | 5,794,898 | |||||||||||||||
| Redemptions |
(173,067 | ) | (982,736 | ) | (6,093,323 | ) | (205,154 | ) | (7,454,280 | ) | ||||||||||
| Net income |
187,640 | 186,389 | 4,077,061 | 279,028 | 4,730,118 | |||||||||||||||
| Members’ capital before liquidating |
1,155,605 | 476,230 | 24,785,735 | 1,992,849 | 28,410,419 | |||||||||||||||
| Liquidating redemptions |
(1,155,605 | ) | (476,230 | ) | (24,785,735 | ) | (1,992,849 | ) | (28,410,419 | ) | ||||||||||
| Members’ capital at December 31, 2007 |
$ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||
See accompanying notes.
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WMT III SERIES G/J TRADING VEHICLE LLC
NOTES TO FINANCIAL STATEMENTS
| Note 1. | ORGANIZATION |
| A. | General Description of the Trading Vehicle |
WMT III Series G/J Trading Vehicle LLC (the “Trading Vehicle”) was a limited liability company organized under the laws of Delaware on March 10, 2005, which was scheduled to terminate on December 31, 2054 unless terminated sooner under the provisions of the Organization Agreement. The Trading Vehicle commenced trading operations on December 1, 2005 and was dissolved effective December 31, 2007. The Trading Vehicle was formed to engage in the speculative trading of a diversified portfolio of futures contracts, options on futures contracts and forward currency contracts. Preferred Investment Solutions Corp. (“Preferred” or the “Managing Member”) was the Managing Member of the Trading Vehicle.
Prior to December 31, 2007, the Trading Vehicle consisted of four members: World Monitor Trust III – Series G, Class I (“Member G-Class I”), World Monitor Trust III – Series G, Class II (“Member G-Class II”), World Monitor Trust III – Series J, Class I (“Member J-Class I”) and World Monitor Trust III – Series J, Class II (“Member J-Class II”) (collectively, the “Members”). Preferred is also the Managing Owner of each of the Members. Upon making the initial capital contribution, each Member received Voting Membership Interests.
Effective December 31, 2007, the Members withdrew from the Trading Vehicle. Member G-Class I and Member G-Class II were dissolved at this time. Member J-Class I and Member J-Class II re-allocated its assets to a Managed Account to be managed by the Trading Vehicle’s Trading Advisor, Graham Capital Management, L.P. (the “Trading Advisor”) pursuant to its Global Diversified Program at 150% Leverage.
The Trading Vehicle was a Member managed limited liability company that was not registered in any capacity with, or subject directly to regulation by the Commodity Futures Trading Commission or the United States Securities and Exchange Commission.
| B. | The Trading Advisor |
Through December 31, 2007, the Trading Vehicle had an advisory agreement with the Trading Advisor to make the trading decisions for the Trading Vehicle. The Trading Advisor managed approximately 100% of the assets of the Trading Vehicle pursuant to its Global Diversified at 150% Leverage program.
| Note 2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
| A. | Basis of Accounting |
The financial statements of the Trading Vehicle are prepared in accordance with accounting principles generally accepted in the United States of America, which require of the Managing Member to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.
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WMT III SERIES G/J TRADING VEHICLE LLC
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
| Note 2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) |
| A. | Basis of Accounting (Continued) |
Commodity futures and forward transactions are reflected in the accompanying statement of financial condition on a trade date basis. Net unrealized gain or loss on open contracts (the difference between contract trade price and market price) is reflected in the financial statements in accordance with Financial Accounting Standards Board (“FASB”) Interpretation No. 39 – “Offsetting of Amounts Related to Certain Contracts.” The market value of futures (exchange-traded) contracts is based upon the closing quotation on the various futures exchanges on which the contract is traded. The fair value of forward (non-exchange traded) contracts is extrapolated on a forward basis from the spot price. Any change in net unrealized gain or loss during the current period is reported in the statement of operations. Realized gains and losses on commodity transactions are recognized in the period in which the contracts are closed.
Brokerage commissions include other trading fees and are charged to expense when contracts are opened.
The Trading Vehicle has elected not to provide a Statement of Cash Flows as permitted by Statement of Financial Accounting Standards (“SFAS”) No. 102, “Statement of Cash Flows – Exemption of Certain Enterprises and Classification of Cash Flows from Certain Securities Acquired for Resale.”
Consistent with standard business practices in the normal course of business, the Trading Vehicle had provided general indemnifications to its Trading Advisor and others when they act, in good faith, in the best interests of the Trading Vehicle. The Trading Vehicle was unable to develop an estimate of the maximum potential amount of future payments that could potentially result from any hypothetical future claim, but expected the risk of having to make any payments under these general business indemnifications to be remote.
The SEC Staff Accounting Bulletin 108 (“SAB 108”), “Considering the Effects of Prior Year Misstatements When Quantifying Misstatements in Current Year Financial Statements”, provides guidance on quantifying and evaluating the materiality of unrecorded misstatements. It is effective for the first annual period ending after November 15, 2006. Preferred as Managing Member of the Trading Vehicle has evaluated the impact, if any, the implementation of SAB 108 may have on its financial statements. In Preferred’s opinion, no material unrecorded misstatements are in existence as of December 31, 2007 (date of termination) and 2006 that would require a cumulative effect adjustment to the financial statements.
In July 2006, the FASB issued FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes - an interpretation of FASB Statement No. 109” (“FIN 48”), which clarifies the accounting for uncertainty in tax positions. FIN 48 requires that the Trading Vehicle recognize in its financial statements the impact of a tax position if that position is more likely than not of being sustained on audit, based on the technical merits of the position. The provisions of FIN 48 are effective for fiscal years beginning after December 15, 2006, with the cumulative effect of the change in accounting principle recorded as an adjustment to opening retained earnings. In connection with the adoption of FIN 48, the Trading Vehicle had elected an accounting policy to classify interest and penalties related to unrecognized tax benefits as interest expense. Preferred, as Managing Member of the Trading Vehicle, evaluated the impact of adopting FIN 48 on the Trading Vehicle’s financial statements. In Preferred’s opinion, FIN 48 had no material impact on the Trading Vehicle, as the Trading Vehicle’s tax position is based on established tax precedence for the tax treatment of investment partnerships as flow through tax entities.
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WMT III SERIES G/J TRADING VEHICLE LLC
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
| Note 2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) |
| A. | Basis of Accounting (Continued) |
In September 2006, the FASB issued SFAS No. 157 (“SFAS 157”), “Fair Value Measurements”. SFAS 157 requires use of 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). SFAS 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007. Given the Trading Vehicle’s termination on December 31, 2007, SFAS 157 had no impact on the Trading Vehicle’s financial statements.
In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities”, including an amendment of SFAS 115, or SFAS 159. This statement provides companies with an option to report selected financial assets and liabilities at fair value. This statement is effective for fiscal years beginning after November 15, 2007 with early adoption permitted. Given the Trading Vehicle’s termination on December 31, 2007, SFAS 159 will have no impact on the Trading Vehicle’s financial statements.
Cash represents amounts deposited with a bank and clearing brokers, a portion of which is restricted for purposes of meeting margin requirements, which typically range from 0% to 35% of the notional amounts of the derivatives traded. The Trading Vehicle received interest on all cash balances held by the bank and clearing brokers at prevailing interest rates.
The Trading Vehicle’s foreign cash balances and US dollar equivalents are the following:
| Total By Currency |
Local Amount | USD (Base) Amount | ||
| British Pound |
388,602 | 775,882 | ||
| Eurodollars |
2,844,935 | 4,188,883 | ||
| Other Various Currencies |
85,683 | |||
| Total Foreign Cash |
5,050,448 |
The total foreign currency converted to US dollars as a percentage of total cash was 17.18% at December 31, 2007 (date of termination).
| B. | Income Taxes |
The Trading Vehicle is treated as a partnership for Federal income tax purposes. As such, the Trading Vehicle is not required to provide for, or pay, any Federal or state income taxes. Income tax attributes that arise from its operations are passed directly to the Members. The Trading Vehicle may be subject to other state and local taxes in jurisdictions in which it operated.
| C. | Capital Accounts |
The Trading Vehicle accounted for additions, allocations of net income (loss) and redemptions on a per member capital account basis.
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NOTES TO FINANCIAL STATEMENTS (CONTINUED)
| Note 2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) |
| C. | Capital Accounts (Continued) |
The Trading Vehicle allocated profits and losses to its Members monthly on a pro rata basis based on each Member’s pro rata capital in the Trading Vehicle during the month. Distributions (other than redemptions of capital) were permitted at the sole discretion of the Members on a pro rata basis in accordance with the Members’ respective capital balances. The Trading Vehicle did not make any distributions.
| D. | Foreign Currency Transactions |
The Trading Vehicle’s functional currency is the U.S. dollar; however, it transacted business in currencies other than the U.S. dollar. Assets and liabilities denominated in currencies other than the U.S. dollar were translated into U.S. dollars at the rates in effect at the date of the statement of financial condition. Income and expense items denominated in currencies other than U.S. dollars were translated into U.S. dollars at the rates in effect during the period. Gains and losses resulting from the translation to U.S. dollars are reported in operations currently under the caption Realized in the statements of operations.
| E. | Interest Income |
Interest income is recorded on an accrual basis.
| Note 3. | MANAGEMENT AND INCENTIVE FEES |
The Trading Vehicle paid the Trading Advisor a monthly management fee equal to 1/12 of 2.5% (2.5% annually) of the Trading Vehicle’s allocated assets determined as of the close of business on the last day of each month. For purposes of determining the management fee, any distributions, redemptions or reallocation of assets made as of the last day of each month were added back to the assets and there were no reductions for (i) the management fees calculated or (ii) any accrued but unpaid incentive fees due the Trading Advisor.
Additionally, the Trading Vehicle paid the Trading Advisor an incentive fee of 20% (the “Incentive Fee”) of “New High Net Trading Profits” (as defined in the Advisory Agreement). The incentive fee accrued monthly and was paid quarterly. For the years ended December 31, 2007 (date of termination), December 31, 2006 and for the period December 1, 2005 (commencement of operations) to December 31, 2005, the Trading Advisor earned incentive fees of $955,788, $107,871 and $0, respectively.
| Note 4. | INCOME TAXES |
There have been no differences between the tax basis and book basis of assets, liabilities or members’ capital since inception of the Trading Vehicle.
| Note 5. | OPERATING EXPENSES |
Operating expenses of the Trading Vehicle were paid for by the Trading Vehicle.
| Note 6. | DEPOSITS WITH BROKER |
The Trading Vehicle deposited funds with UBS Securities LLC to act as broker subject to Commodity Futures Trading Commission regulations and various exchange and broker requirements. The Trading Vehicle also deposited collateral with UBS AG for margin against over-the-counter forward and foreign exchange deals. Margin requirements were satisfied by the deposit of cash with such broker. The Trading Vehicle earned interest income at competitive rates on assets deposited with the broker.
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NOTES TO FINANCIAL STATEMENTS (CONTINUED)
| Note 7. | ADDITIONS, DISTRIBUTIONS AND REDEMPTIONS |
Additional investments in the Trading Vehicle were made monthly subject to the terms of the Organization Agreement.
The Trading Vehicle was not required to make distributions, but could do so at the discretion of the Members. A Member could request and receive redemption of capital at any time, subject to the terms in the Organization Agreement.
| Note 8. | DERIVATIVE INSTRUMENTS AND ASSOCIATED RISKS |
The Trading Vehicle was exposed to various types of risks associated with the derivative instruments and related markets in which it invested. These risks included, but were not limited to, risk of loss from fluctuations in the value of derivative instruments held (market risk) and the inability of counterparties to perform under the terms of the Trading Vehicle’s investment activities (credit risk).
| A. | Market Risk |
Trading in futures and forward contracts (including foreign exchange) involves entering into contractual commitments to purchase or sell a particular commodity at a specified date and price. The gross or face amount of the contracts, which was typically many times that of the Trading Vehicle’s net assets being traded, significantly exceeded the Trading Vehicle’s future cash requirements since the Trading Vehicle intended to close out its open positions prior to settlement. As a result, the Trading Vehicle was generally subject only to the risk of loss arising from the change in the value of the contracts. As such, the Trading Vehicle considered the “fair value” of its derivative instruments to be the net unrealized gain or loss on the contracts. The market risk associated with the Trading Vehicle’s commitments to purchase commodities was limited to the gross or face amount of the contract held. However, when the Trading Vehicle entered into a contractual commitment to sell commodities, it had to deliver the underlying commodity at the contract price and then repurchase the contract at prevailing market prices or settle in cash. Since the repurchase price to which a commodity can rise is unlimited, entering into commitments to sell commodities exposed the Trading Vehicle to unlimited risk.
Market risk is influenced by a wide variety of factors, including government programs and policies, political and economic events, the level and volatility of interest rates, foreign currency exchange rates, the diversification effect among the derivative instruments the Trading Vehicle held and the liquidity and inherent volatility of the markets in which the Trading Vehicle traded.
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NOTES TO FINANCIAL STATEMENTS (CONTINUED)
| Note 8. | DERIVATIVE INSTRUMENTS AND ASSOCIATED RISKS (CONTINUED) |
B. Credit Risk
When entering into futures and forward contracts, the Trading Vehicle was exposed to credit risk that the counterparty to the contract would not meet its obligations. The counterparty for futures contracts traded on United States and most foreign futures exchanges is the clearinghouse associated with the particular exchange. In general, a clearinghouse is backed by its corporate members who are required to share any financial burden resulting from the non-performance by one of their members and, as such, should significantly reduce this credit risk. In cases where the clearinghouse is not backed by the clearing members (i.e., some foreign exchanges), it is normally backed by a consortium of banks or other financial institutions. On the other hand, there was a concentration risk on forward transactions entered into by the Trading Vehicle as UBS AG was the sole counterparty. The Trading Vehicle entered into a master netting agreement dated November 29, 2005 with UBS AG and, as a result, when applicable, presented unrealized gains and losses on open forward positions as a net amount in the statement of financial condition.
The amount at risk associated with counterparty non-performance of all of the Trading Vehicle’s contracts is the net unrealized gain included in the statement of financial condition; however, counterparty non-performance on only certain of the Trading Vehicle’s contracts may result in greater loss than non-performance on all of the Trading Vehicle’s contracts. There could be no assurance that any counterparty, clearing member or clearinghouse would meet its obligations to the Trading Vehicle.
The Managing Member attempted to minimize both credit and market risks by requiring the Trading Vehicle and its Trading Advisor to abide by various trading limitations and policies. Preferred monitors compliance with these trading limitations and policies, which include, but are not limited to, executing and clearing all trades with creditworthy counterparties; limiting the amount of margin or premium required for any one commodity or all commodities combined; and generally limiting transactions to contracts which are traded in sufficient volume to permit the taking and liquidating of positions. Additionally, pursuant to the Advisory Agreement among the Trading Vehicle, Preferred and the Trading Advisor, the Trading Vehicle shall automatically terminate the Advisory Agreement, if the net asset value allocated to the Trading Advisor declined as of the end of any business day by at least 40% from the value at the beginning of any calendar year or since the effective date of the Advisory Agreement. The decline in net asset value is after giving effect for distributions, subscriptions and redemptions.
The Trading Vehicle’s futures commission merchant, in accepting orders for the purchase or sale of domestic futures contracts, was required by Commodity Futures Trading Commission (“CFTC”) regulations to separately account for and segregate as belonging to the Trading Vehicle all assets of the Trading Vehicle relating to domestic futures trading and was not allowed to commingle such assets with its other assets. At December 31, 2007 (date of termination) and 2006, such segregated assets totaled $9,691,097 and $22,129,652, respectively. Part 30.7 of the CFTC regulations also required the Trading Vehicle’s futures commission merchant to secure assets of the Trading Vehicle related to foreign futures trading which totaled $4,993,812 and $2,497,027 at December 31, 2007 (date of termination) and 2006, respectively. There were no segregation requirements for assets related to forward trading.
As of December 31, 2007 (date of termination), all open futures and forward contracts mature within three months.
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NOTES TO FINANCIAL STATEMENTS (CONTINUED)
| Note 9. | FINANCIAL HIGHLIGHTS |
The following information presents the financial highlights of the Trading Vehicle for the years ended December 31, 2007 (date of termination), 2006 and for the period December 1, 2005 (commencement of operations) to December 31, 2005. This information has been derived from information presented in the financial statements
| Year Ended December 31, 2007 |
Year Ended December 31, 2006 |
Period Ended December 31, 2005 |
|||||||
| Total Return(1) |
|||||||||
| Total return before incentive fee |
22.24 | % | 9.40 | % | (2.97 | )% | |||
| Incentive fee |
(3.96 | )% | (0.55 | )% | 0.00 | % | |||
| Total return after incentive fee |
18.28 | % | 8.85 | % | (2.97 | )% | |||
| Ratios to average net asset value: |
|||||||||
| Expenses prior to incentive fee |
3.34 | % | 3.56 | % | 6.38 | %(2) | |||
| Incentive fee(1) |
3.60 | % | 0.55 | % | 0.00 | % | |||
| Total expenses and incentive fee |
6.94 | % | 4.11 | % | 6.38 | % | |||
| Net investment income (loss)(3) |
0.68 | % | 0.99 | % | (2.69 | )%(2) | |||
Total returns and ratios to average net asset value are calculated for Members’ capital taken as a whole. An individual Member’s total return and ratios may vary from the above return and ratios based on the timing of additions and redemptions.
| (1) | Not annualized. |
| (2) | Annualized. |
| (3) | Represents interest income less total expenses (exclusive of incentive fee). |
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SECTION III
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WMT III SERIES H/J TRADING VEHICLE LLC
FINAL ANNUAL REPORT
As of April 30, 2007 (Date of Liquidation) and December 31, 2006
And for the Periods from January 1, 2007 to April 30, 2007 (Date of Liquidation) and
For the Year Ended December 31, 2006
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Managing Owner and Members of
World Monitor Trust III Series H/J Trading Vehicle LLC
We have audited the accompanying statements of financial condition, including the condensed schedules of investments, of World Monitor Trust III Series H/J Trading Vehicle LLC (the “Trading Vehicle”) as of April 30, 2007 (Date of Liquidation) and December 31, 2006, and the related statements of operations and changes in members’ capital for the period from January 1, 2007 to April 30, 2007 (Date of Liquidation) and the year ended December 31, 2006. These financial statements are the responsibility of the Trading Vehicle’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 Trading Vehicle 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 Trading Vehicle’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of World Monitor Trust III Series H/J Trading Vehicle LLC at April 30, 2007 (Date of Liquidation) and December 31, 2006, and the results of its operations and changes in its members’ capital for the period from January 1, 2007 to April 30, 2007 (Date of Liquidation) and the year ended December 31, 2006 in conformity with accounting principles generally accepted in the United States of America.
Deloitte & Touche LLP
New York, New York
July 25, 2007
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STATEMENTS OF FINANCIAL CONDITION
April 30, 2007 (Date of Liquidation) and December 31, 2006
| April 30, 2007 |
December 31, 2006 | |||||
| ASSETS |
||||||
| Cash and cash equivalents |
$ | 6,867 | $ | 0 | ||
| Cash in commodity trading accounts |
24,557,766 | 28,463,857 | ||||
| Net unrealized gain on open futures contracts |
0 | 622,289 | ||||
| Interest receivable |
0 | 114,572 | ||||
| Total assets |
$ | 24,564,633 | $ | 29,200,718 | ||
| LIABILITIES |
||||||
| Accrued expenses |
$ | 75,138 | $ | 32,141 | ||
| Commissions payable |
0 | 8,336 | ||||
| Redemptions payable |
24,219,558 | 0 | ||||
| Advisor fee payable |
269,937 | 73,255 | ||||
| Total liabilities |
24,564,633 | 113,732 | ||||
| MEMBERS’ CAPITAL (Net Asset Value) |
||||||
| Member H - Class I |
0 | 1,140,902 | ||||
| Member H - Class II |
0 | 444,359 | ||||
| Member J - Class I |
0 | 21,153,067 | ||||
| Member J - Class II |
0 | 1,062,521 | ||||
| Member - Futures Strategic Trust |
0 | 5,286,137 | ||||
| Total members’ capital |
0 | 29,086,986 | ||||
| Total liabilities and members’ capital |
$ | 24,564,633 | $ | 29,200,718 | ||
See accompanying notes.
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WMT III SERIES H/J TRADING VEHICLE LLC
CONDENSED SCHEDULES OF INVESTMENTS
April 30, 2007 (Date of Liquidation) and December 31, 2006
| April 30, 2007 | December 31, 2006 | ||||||||||||
| Net Unrealized Gain(Loss) |
Net Unrealized Gain(Loss) as a % of Net Asset Value* |
Net Unrealized Gain(Loss) |
Net Unrealized Gain(Loss) as a % of Net Asset Value |
||||||||||
| Long futures contracts: |
|||||||||||||
| Commodities |
$ | 0 | 0.00 | % | $ | 4,903 | 0.02 | % | |||||
| Currencies |
0 | 0.00 | % | (455,693 | ) | (1.57 | )% | ||||||
| Energy |
0 | 0.00 | % | (18,370 | ) | (0.06 | )% | ||||||
| Interest rates |
0 | 0.00 | % | (202,599 | ) | (0.70 | )% | ||||||
| Metals |
0 | 0.00 | % | (76,930 | ) | (0.26 | )% | ||||||
| Stock indices |
0 | 0.00 | % | 20,644 | 0.07 | % | |||||||
| Total long futures contracts |
0 | 0.00 | % | (728,045 | ) | (2.50 | )% | ||||||
| Short futures contracts: |
|||||||||||||
| Currencies |
0 | 0.00 | % | (2,139 | ) | (0.01 | )% | ||||||
| Interest rates |
0 | 0.00 | % | 1,461,530 | 5.02 | % | |||||||
| Metals |
0 | 0.00 | % | 42,750 | 0.15 | % | |||||||
| Stock indices |
0 | 0.00 | % | (151,807 | ) | (0.52 | )% | ||||||
| Total short futures contracts |
0 | 0.00 | % | 1,350,334 | 4.64 | % | |||||||
| Total futures contracts |
$ | 0 | 0.00 | % | $ | 622,289 | 2.14 | % | |||||
| * | Prior to liquidating redemptions. |
See accompanying notes.
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WMT III SERIES H/J TRADING VEHICLE LLC
STATEMENTS OF OPERATIONS
For the Period January 1, 2007 to April 30, 2007 (Date of Liquidation) and
For the Year Ended December 31, 2006
| Period January 1, 2007 to April 30, 2007 |
Year Ended December 31, 2006 |
|||||||
| REVENUES |
||||||||
| Realized |
$ | 308,078 | $ | (2,317,174 | ) | |||
| Change in unrealized |
(622,289 | ) | 950,808 | |||||
| Interest income |
419,797 | 926,433 | ||||||
| Total revenues (loss) |
105,586 | (439,933 | ) | |||||
| EXPENSES |
||||||||
| Brokerage commissions |
29,545 | 81,082 | ||||||
| Advisor incentive fee |
0 | 237,915 | ||||||
| Advisor management fee |
269,937 | 638,927 | ||||||
| Operating expenses |
63,839 | 57,341 | ||||||
| Total expenses |
363,321 | 1,015,265 | ||||||
| NET LOSS |
$ | (257,735 | ) | $ | (1,455,198 | ) | ||
See accompanying notes.
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WMT III SERIES H/J TRADING VEHICLE LLC
STATEMENTS OF CHANGES IN MEMBERS’ CAPITAL (NET ASSET VALUE)
For the Period January 1, 2007 to April 30, 2007 (Date of Liquidation) and
For the Year Ended December 31, 2006
| Members’ Capital | ||||||||||||||||||||||||
| Member H - Class I |
Member H - Class II |
Member J - Class I |
Member J - Class II |
Futures Strategic Trust |
Total | |||||||||||||||||||
| Balance at |
$ | 515,430 | $ | 0 | $ | 10,152,980 | $ | 0 | $ | 0 | $ | 10,668,410 | ||||||||||||
| Additions |
1,154,252 | 528,000 | 13,133,733 | 1,177,042 | 5,372,605 | 21,365,632 | ||||||||||||||||||
| Redemptions |
(422,422 | ) | (9,587 | ) | (1,009,312 | ) | (10,526 | ) | (40,011 | ) | (1,491,858 | ) | ||||||||||||
| Net loss |
(106,358 | ) | (74,054 | ) | (1,124,334 | ) | (103,995 | ) | (46,457 | ) | (1,455,198 | ) | ||||||||||||
| Balance at |
1,140,902 | 444,359 | 21,153,067 | 1,062,521 | 5,286,137 | 29,086,986 | ||||||||||||||||||
| Additions |
0 | 0 | 2,881,832 | 440,624 | 0 | 3,322,456 | ||||||||||||||||||
| Redemptions |
(109,663 | ) | (2,193 | ) | (1,610,471 | ) | (54,999 | ) | (5,226,072 | ) | (7,003,398 | ) | ||||||||||||
| Net loss for the period |
(9,425 | ) | (3,946 | ) | (173,276 | ) | (11,023 | ) | (60,065 | ) | (257,735 | ) | ||||||||||||
| Members capital before |
1,021,814 | 438,220 | 22,251,152 | 1,437,123 | 0 | 25,148,309 | ||||||||||||||||||
| Liquidating redemptions |
(1,021,814 | ) | (438,220 | ) | (22,251,152 | ) | (1,437,123 | ) | 0 | (25,148,309 | ) | |||||||||||||
| Members’ capital at |
$ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||
See accompanying notes.
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WMT III SERIES H/J TRADING VEHICLE LLC
NOTES TO FINANCIAL STATEMENTS
| Note 1. | ORGANIZATION |
| A. | General Description of the Trading Vehicle |
WMT III Series H/J Trading Vehicle LLC (the “Trading Vehicle”) was a limited liability company organized under the laws of Delaware on March 10, 2005, which terminated on April 30, 2007 under the provisions of the Trading Vehicle’s Organization Agreement. The Trading Vehicle commenced trading operations on December 1, 2005. The Trading Vehicle was formed to engage in the speculative trading of a diversified portfolio of futures contracts and options on futures contracts. Preferred Investment Solutions Corp. (“Preferred” or the “Managing Owner”) was the Managing Owner of the Trading Vehicle. The Trading Vehicle consisted of five members: World Monitor Trust III – Series H, Class I (“Member H-Class I”), World Monitor Trust III – Series H, Class II (“Member H-Class II”), World Monitor Trust III – Series J, Class I (“Member J-Class I”), World Monitor Trust III – Series J, Class II (“Member J-Class II”) and Futures Strategic Trust (collectively, the “Members”). Preferred was also the Managing Owner of each of the Members. Upon making the initial capital contribution, each Member received Voting Membership Interests.
The Trading Vehicle was a member-managed limited liability company that was not registered in any capacity with, or subject directly to regulation by, the Commodity Futures Trading Commission (“CFTC”) or the United States Securities and Exchange Commission.
| B. | The Trading Advisor |
The Trading Vehicle entered into an advisory agreement with Bridgewater Associates, Inc. (the “Trading Advisor”) to make the trading decisions for the Trading Vehicle. The Trading Advisor managed the assets in the Trading Vehicle pursuant to its Aggressive Pure Alpha Futures Only – A, No Benchmark program.
| Note 2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
| A. | Basis of Accounting |
The financial statements of the Trading Vehicle are prepared in accordance with accounting principles generally accepted in the United States of America, which require the use of estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.
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NOTES TO FINANCIAL STATEMENTS (CONTINUED)
| Note 2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) |
| A. | Basis of Accounting (Continued) |
Commodity futures transactions are reflected in the accompanying statement of financial condition on the trade date. Net unrealized gain or loss on open contracts (difference between contract trade price and market price) is reflected in the financial statements in accordance with Financial Accounting Standards Board Interpretation No. 39 – “Offsetting of Amounts Related to Certain Contracts.” The market value of futures (exchange-traded) contracts is based upon the closing quotation on the various futures exchanges on which the contract is traded. Any change in net unrealized gain or loss during the current period is reported in the statement of operations. Realized gains and losses on commodity transactions are recognized in the period in which the contracts are closed.
Brokerage commissions include other trading fees and are charged to expense when contracts are opened.
The Trading Vehicle has elected not to provide a Statement of Cash Flows as permitted by Statement of Financial Accounting Standards (“SFAS”) No. 102, “Statement of Cash Flows – Exemption of Certain Enterprises and Classification of Cash Flows from Certain Securities Acquired for Resale.”
Consistent with standard business practices in the normal course of business, the Trading Vehicle provided general indemnifications to its Trading Advisor and others when they act, in good faith, in the best interests of the Trading Vehicle. The Trading Vehicle is unable to develop an estimate of the maximum potential amount of future payments that could potentially result from any hypothetical future claim, but expects the risk of having to make any payments under these general business indemnifications to be remote.
In July 2006, the Financial Accounting Standards Board (“FASB”) issued FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes - an interpretation of FASB Statement No. 109” (“FIN 48”), which clarifies the accounting for uncertainty in tax positions. FIN 48 requires that the Trading Vehicle recognize in its financial statements the impact of a tax position if that position is more likely than not of being sustained on audit, based on the technical merits of the position. The provisions of FIN 48 are effective for fiscal years beginning after December 15, 2006, with the cumulative effect of the change in accounting principle recorded as an adjustment to opening retained earnings.
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NOTES TO FINANCIAL STATEMENTS (CONTINUED)
| Note 2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) |
| A. | Basis of Accounting (Continued) |
Preferred as Managing Owner of the Trading Vehicle has evaluated the impact of adopting FIN 48 on the Trading Vehicle’s financial statements. In Preferred’s opinion, the adoption of FIN 48 has no material impact on the Trading Vehicle, as the Trading Vehicle’s tax position is based on established tax precedence for the tax treatment of investment partnerships as flow through tax entities.
In September 2006, FASB issued SFAS No. 157, “Fair Value Measurements”, which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The provisions of SFAS No. 157 are effective for fiscal years beginning after the Trading Vehicle’s liquidation. Given this, Preferred, as Managing Owner of the Trading Vehicle, has concluded that SFAS No. 157 has no impact on the Trading Vehicle’s financial statements.
| B. | Income Taxes |
The Trading Vehicle is treated as a partnership for Federal income tax purposes. As such, the Trading Vehicle is not required to provide for, or pay, any Federal or state income taxes. Income tax attributes that arise from its operations are passed directly to the Members. The Trading Vehicle may be subject to other state and local taxes in jurisdictions in which it operates.
| C. | Capital Accounts |
The Trading Vehicle accounted for additions, allocations of net gain (loss) and redemptions on a per member capital account basis.
The Trading Vehicle allocated profits and losses to its Members monthly on a pro rata basis based on each Member’s pro rata capital in the Trading Vehicle during the month. Distributions (other than redemptions of capital) were made at the sole discretion of the Members on a pro rata basis in accordance with the Members’ respective capital balances. The Trading Vehicle had not made any distributions prior to termination.
| D. | Foreign Currency Transactions |
The Trading Vehicle’s functional currency was the U.S. dollar; however, it transacted business in currencies other than the U.S. dollar. Assets and liabilities denominated in currencies other than the U.S. dollar have been translated into U.S. dollars at the rates in effect at the date of the statement of financial condition. Income and expense items denominated in currencies other than U.S. dollars are translated into U.S. dollars at the rates in effect during the period. Gains and losses resulting from the translation to U.S. dollars are reported in operations currently.
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WMT III SERIES H/J TRADING VEHICLE LLC
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
| Note 3. | MANAGEMENT AND INCENTIVE FEES |
The Trading Vehicle paid the Trading Advisor a monthly management fee equal to 1/12 of 3.0% (3.0% annually) of the Trading Vehicle’s allocated assets determined as of the close of business on the last day of each month. For purposes of determining the management fee, any distributions, redemptions or reallocation of assets made as of the last day of each month were added back to the assets and there was no reduction for (i) the management fees calculated or (ii) any accrued but unpaid incentive fees due the Trading Advisor.
Additionally, the Trading Vehicle paid the Trading Advisor an incentive fee of 20% (the “Incentive Fee”) of “New High Net Trading Profits” (as defined in the Advisory Agreement). The incentive fee accrued monthly and was paid quarterly. For the period January 1, 2007 to April 30, 2007 (Date of Liquidation) and for the year ended December 31, 2006, the Trading Advisor earned incentive fees of $0 and $237,915, respectively.
| Note 4. | OPERATING EXPENSES |
Operating expenses of the Trading Vehicle were paid for by the Trading Vehicle.
| Note 5. | DEPOSITS WITH BROKER |
The Trading Vehicle deposited funds with UBS Securities LLC to act as broker subject to CFTC regulations and various exchange and broker requirements. Margin requirements were satisfied by the deposit of cash with such broker. The Trading Vehicle earned interest income on assets deposited with the broker at competitive rates.
| Note 6. | ADDITIONS, DISTRIBUTIONS AND REDEMPTIONS |
The Trading Vehicle was not required to make distributions, but was permitted to do so at the discretion of the Members. A Member could request and receive redemption of capital at any time, subject to the terms in the Organization Agreement.
| Note 7. | DERIVATIVE INSTRUMENTS AND ASSOCIATED RISKS |
The Trading Vehicle was exposed to various types of risks associated with the derivative instruments and related markets in which it invested. These risks included, but were not limited to, risk of loss from fluctuations in the value of derivative instruments held (market risk) and the inability of counterparties to perform under the terms of the Trading Vehicle’s investment activities (credit risk).
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NOTES TO FINANCIAL STATEMENTS (CONTINUED)
| Note 7. | DERIVATIVE INSTRUMENTS AND ASSOCIATED RISKS (CONTINUED) |
| A. | Market Risk |
Trading in futures contracts (including foreign exchange) involves entering into contractual commitments to purchase or sell a particular commodity at a specified date and price. The gross or face amount of the contracts, which is typically many times that of the Trading Vehicle’s net assets being traded, significantly exceeded the Trading Vehicle’s future cash requirements since the Trading Vehicle closed out its open positions prior to settlement. As a result, the Trading Vehicle was generally subject only to the risk of loss arising from the change in the value of the contracts. As such, the Trading Vehicles considered the “fair value” of its derivative instruments to be the net unrealized gain or loss on the contracts. The market risk associated with the Trading Vehicle’s commitments to purchase commodities was limited to the gross or face amount of the contract held. However, when the Trading Vehicle entered into a contractual commitment to sell commodities, it was obligated to make delivery of the underlying commodity at the contract price and then repurchase the contract at prevailing market prices or settle in cash. Since the repurchase price to which a commodity can rise is unlimited, entering into commitments to sell commodities exposed the Trading Vehicle to unlimited risk.
Market risk is influenced by a wide variety of factors, including government programs and policies, political and economic events, the level and volatility of interest rates, foreign currency exchange rates, the diversification effect among the derivative instruments the Trading Vehicle held and the liquidity and inherent volatility of the markets in which the Trading Vehicle traded.
| B. | Credit Risk |
When entering into futures contracts, the Trading Vehicle was exposed to credit risk that the counterparty to the contract will not meet its obligations. The counterparty for futures contracts traded on United States and most foreign futures exchanges is the clearinghouse associated with the particular exchange. In general, a clearinghouse is backed by its corporate members who are required to share any financial burden resulting from the non-performance by one of their members and, as such, should significantly reduce this credit risk. In cases where the clearinghouse is not backed by the clearing members (i.e., some foreign exchanges), it is normally backed by a consortium of banks or other financial institutions. The amount at risk associated with counterparty non-performance of all of the Trading Vehicle’s contracts was the net unrealized gain included in the statement of financial condition; however, counterparty non-performance on only certain of the Trading Vehicle’s contracts might have resulted in a greater loss than non-performance on all of the Trading Vehicle’s contracts. There can be no assurance that any counterparty, clearing member or clearinghouse can meet its obligations to the Trading Vehicle.
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NOTES TO FINANCIAL STATEMENTS (CONTINUED)
| Note 7. | DERIVATIVE INSTRUMENTS AND ASSOCIATED RISKS (CONTINUED) |
| B. | Credit Risk (Continued) |
The Managing Owner attempted to minimize both credit and market risks by requiring the Trading Vehicle and its Trading Advisor to abide by various trading limitations and policies. Preferred monitored compliance with these trading limitations and policies, which included, but was not limited to, executing and clearing all trades with creditworthy counterparties; limiting the amount of margin or premium required for any one commodity or all commodities combined; and generally limiting transactions to contracts which are traded in sufficient volume to permit the taking and liquidating of positions. Additionally, pursuant to the Advisory Agreement among the Trading Vehicle, Preferred and the Trading Advisor, the Trading Vehicle would have automatically terminated the Advisory Agreement, if the net asset value allocated to the Trading Advisor declined as of the end of any business day by at least 40% from the value at the beginning of any calendar year or since the effective date of the Advisory Agreement. The decline in net asset value was after giving effect for distributions, subscriptions and redemptions.
The Trading Vehicle’s futures commission merchant, in accepting orders for the purchase or sale of domestic futures contracts, is required by CFTC regulations to separately account for and segregate as belonging to the Trading Vehicle all assets of the Trading Vehicle relating to domestic futures trading and is not allowed to commingle such assets with its other assets. At April 30, 2007 (date of liquidation) and December 31, 2006, such segregated assets totaled $19,495,157 and $23,649,869, respectively. Part 30.7 of the CFTC regulations also requires the Trading Vehicle’s futures commission merchant to secure assets of the Trading Vehicle related to foreign futures trading which totaled $(124) and $136,650 at April 30, 2007 (date of liquidation) and December 31, 2006, respectively.
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NOTES TO FINANCIAL STATEMENTS (CONTINUED)
| Note 8. | FINANCIAL HIGHLIGHTS |
The following information presents the financial highlights of the Trading Vehicle for the period January 1, 2007 to April 30, 2007 (Date of Liquidation) and for the year ended December 31, 2006. This information has been derived from information presented in the financial statements.
| Period January 1, 2007 to April 30, 2007 (Date of Liquidation) |
Year Ended December 31, 2006 |
|||||
| Total Return (1) |
||||||
| Total return before incentive fee |
(0.83 | )% | (1.41 | )% | ||
| Incentive fee |
0.00 | % | (1.16 | )% | ||
| Total return after incentive fee |
(0.83 | )% | (2.57 | )% | ||
| Ratios to average net asset value: |
||||||
| Expenses prior to incentive fee (2) |
3.97 | % | 3.80 | % | ||
| Incentive fee (1) |
0.00 | % | 1.17 | % | ||
| Total expenses and incentive fee |
3.97 | % | 4.97 | % | ||
| Net investment gain (2),(3) |
0.62 | % | 0.73 | % | ||
| Total returns and ratios to average net asset value are calculated for Members’ capital taken as a whole. An individual Member’s total return and ratios may vary from the above return and ratios based on the timing of additions and redemptions. |
||||||
| (1) | Not annualized |
| (2) | Annualized |
| (3) | Represents interest income less total expenses (exclusive of incentive fee). |
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SECTION IV
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WMT III SERIES I/J TRADING VEHICLE LLC
FINAL ANNUAL REPORT
As of April 30, 2007 (Date of Liquidation) and December 31, 2006
And for the Periods from January 1, 2007 to April 30, 2007 (Date of Liquidation) and
For the Year Ended December 31, 2006
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Managing Owner and Members of
World Monitor Trust III Series I/J Trading Vehicle LLC
We have audited the accompanying statements of financial condition, including the condensed schedules of investments, of World Monitor Trust III Series I/J Trading Vehicle LLC (the “Trading Vehicle”) as of April 30, 2007 (Date of Liquidation) and December 31, 2006, and the related statements of operations and changes in members’ capital for the period from January 1, 2007 to April 30, 2007 (Date of Liquidation) and the year ended December 31, 2006. These financial statements are the responsibility of the Trading Vehicle’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 Trading Vehicle 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 Trading Vehicle’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of World Monitor Trust III Series I/J Trading Vehicle LLC at April 30, 2007 (Date of Liquidation) and December 31, 2006, and the results of its operations and changes in its members’ capital for the period from January 1, 2007 to April 30, 2007 (Date of Liquidation) and the year ended December 31, 2006 in conformity with accounting principles generally accepted in the United States of America.
Deloitte & Touche LLP
New York, New York
July 25, 2007
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STATEMENTS OF FINANCIAL CONDITION
April 30, 2007 (Date of Liquidation) and December 31, 2006
| April 30, 2007 |
December 31, 2006 | |||||
| ASSETS |
||||||
| Cash and cash equivalents |
$ | 7,830 | $ | 0 | ||
| Cash in commodity trading accounts |
22,072,902 | 22,775,701 | ||||
| Net unrealized gain on open futures contracts |
923,605 | 1,593,108 | ||||
| Interest receivable |
85,232 | 88,932 | ||||
| Total assets |
$ | 23,089,569 | $ | 24,457,741 | ||
| LIABILITIES |
||||||
| Accrued expenses |
$ | 76,078 | $ | 31,981 | ||
| Commissions payable |
0 | 4,045 | ||||
| Advisor incentive fee payable |
0 | 129,513 | ||||
| Advisor management fee payable |
77,601 | 40,845 | ||||
| Redemptions payable |
22,935,890 | 0 | ||||
| Total liabilities |
23,089,569 | 206,384 | ||||
| MEMBERS’ CAPITAL |
||||||
| Member I - Class I |
0 | 261,165 | ||||
| Member J - Class I |
0 | 22,894,320 | ||||
| Member J - Class II |
0 | 1,095,872 | ||||
| Total members’ capital (Net Asset Value) |
0 | 24,251,357 | ||||
| Total liabilities and members’ capital |
$ | 23,089,569 | $ | 24,457,741 | ||
See accompanying notes.
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WMT III SERIES I/J TRADING VEHICLE LLC
CONDENSED SCHEDULES OF INVESTMENTS
April 30, 2007 (Date of Liquidation) and December 31, 2006
| April 30, 2007 | December 31, 2006 | ||||||||||||
| Net Unrealized Gain |
Net Unrealized Gain as a % of Net Asset Value* |
Net Unrealized Gain (Loss) |
Net Unrealized Gain (Loss) as a % of Net Asset Value |
||||||||||
| Long futures contracts: |
|||||||||||||
| Currencies |
$ | 0 | 0.00 | % | $ | (361,213 | ) | (1.49 | )% | ||||
| Metals |
913,445 | 3.88 | % | 97,782 | 0.40 | % | |||||||
| Stock indices |
0 | 0.00 | % | 582,995 | 2.41 | % | |||||||
| Total long futures contracts |
913,445 | 3.88 | % | 319,564 | 1.32 | % | |||||||
| Short futures contracts: |
|||||||||||||
| Currencies |
0 | 0.00 | % | 335,930 | 1.38 | % | |||||||
| Energy |
0 | 0.00 | % | 310,563 | 1.28 | % | |||||||
| Interest rates |
0 | 0.00 | % | 926,304 | 3.82 | % | |||||||
| Metals |
10,160 | 0.04 | % | (299,253 | ) | (1.23 | )% | ||||||
| Total short futures contracts |
10,160 | 0.04 | % | 1,273,544 | 5.25 | % | |||||||
| Total futures contracts |
$ | 923,605 | 3.92 | % | $ | 1,593,108 | 6.57 | % | |||||
| * | Prior to liquidating redemptions. |
See accompanying notes.
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WMT III SERIES I/J TRADING VEHICLE LLC
STATEMENTS OF OPERATIONS
For the Period January 1, 2007 to April 30, 2007 (Date of Liquidation) and
For the Year Ended December 31, 2006
| Period January 1, 2007 to April 30, 2007 |
Year
Ended December 31, 2006 | ||||||
| REVENUES |
|||||||
| Realized |
$ | (1,852,663 | ) | $ | 414,806 | ||
| Change in unrealized |
(669,503 | ) | 1,691,544 | ||||
| Interest income |
362,757 | 842,504 | |||||
| Total revenues (loss) |
(2,159,409 | ) | 2,948,854 | ||||
| EXPENSES |
|||||||
| Brokerage commissions |
64,599 | 167,270 | |||||
| Advisor incentive fee |
0 | 267,294 | |||||
| Advisor management fee |
157,708 | 394,633 | |||||
| Operating expenses |
63,839 | 57,482 | |||||
| Total expenses |
286,146 | 886,679 | |||||
| NET INCOME (LOSS) |
$ | (2,445,555 | ) | $ | 2,062,175 | ||
See accompanying notes.
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WMT III SERIES I/J TRADING VEHICLE LLC
STATEMENTS OF CHANGES IN MEMBERS’ CAPITAL (NET ASSET VALUE)
For the Period January 1, 2007 to April 30, 2007 (Date of Liquidation) and
For the Year Ended December 31, 2006
| Members’ Capital | ||||||||||||||||
| Member I - Class I |
Member J - Class I |
Member J - Class II |
Total | |||||||||||||
| Balance at |
$ | 509,108 | $ | 10,028,449 | $ | 0 | $ | 10,537,557 | ||||||||
| Additions |
209,705 | 13,009,055 | 1,098,424 | 14,317,184 | ||||||||||||
| Redemptions |
(475,143 | ) | (2,134,871 | ) | (55,545 | ) | (2,665,559 | ) | ||||||||
| Net income |
17,495 | 1,991,687 | 52,993 | 2,062,175 | ||||||||||||
| Balance at |
261,165 | 22,894,320 | 1,095,872 | 24,251,357 | ||||||||||||
| Additions |
100,000 | 2,881,832 | 440,624 | 3,422,456 | ||||||||||||
| Redemptions |
(9,592 | ) | (1,610,471 | ) | (54,999 | ) | (1,675,062 | ) | ||||||||
| Net loss for the period January 1, 2007 |
(34,139 | ) | (2,274,324 | ) | (137,092 | ) | (2,445,555 | ) | ||||||||
| Members’ capital before liquidating |
317,434 | 21,891,357 | 1,344,405 | 23,553,196 | ||||||||||||
| Liquidating redemptions |
(317,434 | ) | (21,891,357 | ) | (1,344,405 | ) | (23,553,196 | ) | ||||||||
| Balance at |
$ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||
See accompanying notes.
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WMT III SERIES I/J TRADING VEHICLE LLC
NOTES TO FINANCIAL STATEMENTS
| Note 1. | ORGANIZATION |
| A. | General Description of the Trading Vehicle |
WMT III Series I/J Trading Vehicle LLC (the “Trading Vehicle”) was a limited liability company organized under the laws of Delaware on March 10, 2005, which terminated on April 30, 2007 under the provisions of the Trading Vehicle’s Organization Agreement. The Trading Vehicle commenced trading operations on December 1, 2005. The Trading Vehicle was formed to engage in the speculative trading of a diversified portfolio of futures contracts and options on futures contracts. Preferred Investment Solutions Corp. (“Preferred” or the “Managing Owner”) was the Managing Owner of the Trading Vehicle. The Trading Vehicle consisted of three members: World Monitor Trust III – Series I, Class I (“Member I”), World Monitor Trust III – Series J, Class I (“Member J-Class I”) and World Monitor Trust III – Series J, Class II (“Member J-Class II”) (collectively, the “Members”). Preferred was also the Managing Owner of each of the Members. Upon making the initial capital contribution, each Member received Voting Membership Interests.
The Trading Vehicle was a member-managed limited liability company that was not registered in any capacity with, or subject directly to regulation by, the Commodity Futures Trading Commission (“CFTC”) or the United States Securities and Exchange Commission.
| B. | The Trading Advisor |
The Trading Vehicle entered into an advisory agreement with Eagle Trading Systems Inc. (the “Trading Advisor”) to make the trading decisions for the Trading Vehicle. The Trading Advisor managed the assets in the Trading Vehicle pursuant to its Momentum program.
| Note 2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
| A. | Basis of Accounting |
The financial statements of the Trading Vehicle are prepared in accordance with accounting principles generally accepted in the United States of America, which require the use of estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.
Commodity futures transactions are reflected in the accompanying statement of financial condition on the trade date. Net unrealized gain or loss on open contracts (the difference between contract trade price and market price) is reflected in the financial statements in accordance with Financial Accounting Standards Board Interpretation No. 39 – “Offsetting of Amounts Related to Certain Contracts.” The market value of futures (exchange-traded) contracts is based upon the closing quotation on the various futures exchanges on which the contract is traded. Any change in net unrealized gain or loss during the current period is reported in the statement of operations. Realized gains and losses on commodity transactions are recognized in the period in which the contracts are closed.
Brokerage commissions include other trading fees and are charged to expense when contracts are opened.
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WMT III SERIES I/J TRADING VEHICLE LLC
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
| Note 2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) |
| A. | Basis of Accounting (Continued) |
The Trading Vehicle has elected not to provide a Statement of Cash Flows as permitted by Statement of Financial Accounting Standards (“SFAS”) No. 102, “Statement of Cash Flows – Exemption of Certain Enterprises and Classification of Cash Flows from Certain Securities Acquired for Resale.”
Consistent with standard business practices in the normal course of business, the Trading Vehicle provided general indemnifications to its Trading Advisor and others when they act, in good faith, in the best interests of the Trading Vehicle. The Trading Vehicle is unable to develop an estimate of the maximum potential amount of future payments that could potentially result from any hypothetical future claim, but expects the risk of having to make any payments under these general business indemnifications to be remote.
In July 2006, the Financial Accounting Standards Board (“FASB”) issued FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes - an interpretation of FASB Statement No. 109” (“FIN 48”), which clarifies the accounting for uncertainty in tax positions. FIN 48 requires that the Trading Vehicle recognize in its financial statements the impact of a tax position if that position is more likely than not of being sustained on audit, based on the technical merits of the position. The provisions of FIN 48 are effective for fiscal years beginning after December 15, 2006, with the cumulative effect of the change in accounting principle recorded as an adjustment to opening retained earnings. Preferred as Managing Owner of the Trading Vehicle has evaluated the impact of adopting FIN 48 on the Trading Vehicle’s financial statements. In Preferred’s opinion, the adoption of FIN 48 has no material impact on the Trading Vehicle, as the Trading Vehicle’s tax position is based on established tax precedence for the tax treatment of investment partnerships as flow through tax entities.
In September 2006, FASB issued SFAS No. 157, “Fair Value Measurements”, which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The provisions of SFAS No. 157 are effective for fiscal years beginning after the Trading Vehicle’s liquidation. Given this, Preferred, as Managing Owner of the Trading Vehicle, has concluded that SFAS No. 157 has no impact on the Trading Vehicle’s financial statements.
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NOTES TO FINANCIAL STATEMENTS (CONTINUED)
| Note 2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) |
| B. | Income Taxes |
The Trading Vehicle is treated as a partnership for Federal income tax purposes. As such, the Trading Vehicle is not required to provide for, or pay, any Federal or state income taxes. Income tax attributes that arise from its operations are passed directly to the Members. The Trading Vehicle may be subject to other state and local taxes in jurisdictions in which it operates.
| C. | Capital Accounts |
The Trading Vehicle accounted for additions, allocations of net gain (loss) and redemptions on a per member capital account basis.
The Trading Vehicle allocated profits and losses to its Members monthly on a pro rata basis based on each Member’s pro rata capital in the Trading Vehicle during the month. Distributions (other than redemptions of capital) could have been made at the sole discretion of the Members on a pro rata basis in accordance with the Members’ respective capital balances. The Trading Vehicle had not made any distributions prior to termination.
| D. | Foreign Currency Transactions |
The Trading Vehicle’s functional currency was the U.S. dollar; however, it transacted business in currencies other than the U.S. dollar. Assets and liabilities denominated in currencies other than the U.S. dollar are translated into U.S. dollars at the rates in effect at the date of the statement of financial condition. Income and expense items denominated in currencies other than U.S. dollars are translated into U.S. dollars at the rates in effect during the period. Gains and losses resulting from the translation to U.S. dollars are reported in operations currently.
| Note 3. | MANAGEMENT AND INCENTIVE FEES |
The Trading Vehicle paid the Trading Advisor a monthly management fee equal to 1/12 of 2.0% (2.0% annually) of the Trading Vehicle’s allocated assets determined as of the close of business on the last day of each month. For purposes of determining the management fee, any distributions, redemptions or reallocation of assets made as of the last day of each month were added back to the assets and there was no reduction for (i) the management fees calculated or (ii) any accrued but unpaid incentive fees due the Trading Advisor.
Additionally, the Trading Vehicle paid the Trading Advisor an incentive fee of 20% (the “Incentive Fee”) of “New High Net Trading Profits” (as defined in the Advisory Agreement). The incentive fee accrued monthly and was paid quarterly. The Trading Advisor earned incentive fees of $0 and $267,294 for the period January 1, 2007 to April 30, 2007 (Date of Liquidation) and for the year ended December 31, 2006, respectively.
| Note 4. | OPERATING EXPENSES |
Operating expenses of the Trading Vehicle were paid for by the Trading Vehicle.
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WMT III SERIES I/J TRADING VEHICLE LLC
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
| Note 5. | DEPOSITS WITH BROKER |
The Trading Vehicle deposited funds with UBS Securities LLC to act as broker subject to CFTC regulations and various exchange and broker requirements. Margin requirements were satisfied by the deposit of cash with such broker. The Trading Vehicle earned interest income on assets deposited with the broker at competitive rates.
| Note 6. | ADDITIONS, DISTRIBUTIONS AND REDEMPTIONS |
The Trading Vehicle was not required to make distributions, but was permitted to do so at the discretion of the Members. A Member could have requested and received redemption of capital at any time, subject to the terms in the Organization Agreement.
| Note 7. | DERIVATIVE INSTRUMENTS AND ASSOCIATED RISKS |
The Trading Vehicle was exposed to various types of risks associated with the derivative instruments and related markets in which it invested. These risks included, but were not limiteded to, risk of loss from fluctuations in the value of derivative instruments held (market risk) and the inability of counterparties to perform under the terms of the Trading Vehicle’s investment activities (credit risk).
| A. | Market Risk |
Trading in futures contracts (including foreign exchange) involves entering into contractual commitments to purchase or sell a particular commodity at a specified date and price. The gross or face amount of the contracts, which is typically many times that of the Trading Vehicle’s net assets being traded, significantly exceeds the Trading Vehicle’s future cash requirements since the Trading Vehicle intends to close out its open positions prior to settlement. As a result, the Trading Vehicle was generally subject only to the risk of loss arising from the change in the value of the contracts. As such, the Trading Vehicle considered the “fair value” of its derivative instruments to be the net unrealized gain or loss on the contracts. The market risk associated with the Trading Vehicle’s commitments to purchase commodities is limited to the gross or face amount of the contract held. However, when the Trading Vehicle enters into a contractual commitment to sell commodities, it must make delivery of the underlying commodity at the contract price and then repurchase the contract at prevailing market prices or settle in cash. Since the repurchase price to which a commodity can rise is unlimited, entering into commitments to sell commodities exposes the Trading Vehicle to unlimited risk.
Market risk is influenced by a wide variety of factors, including government programs and policies, political and economic events, the level and volatility of interest rates, foreign currency exchange rates, the diversification effect among the derivative instruments the Trading Vehicle held and the liquidity and inherent volatility of the markets in which the Trading Vehicle traded.
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NOTES TO FINANCIAL STATEMENTS (CONTINUED)
| Note 7. | DERIVATIVE INSTRUMENTS AND ASSOCIATED RISKS (CONTINUED) |
| B. | Credit Risk |
When entering into futures contracts, the Trading Vehicle was exposed to credit risk that the counterparty to the contract will not meet its obligations. The counterparty for futures contracts traded on United States and most foreign futures exchanges is the clearinghouse associated with the particular exchange. In general, a clearinghouse is backed by its corporate members who are required to share any financial burden resulting from the non-performance by one of their members and, as such, should significantly reduce this credit risk. In cases where the clearinghouse is not backed by the clearing members (i.e., some foreign exchanges), it is normally backed by a consortium of banks or other financial institutions. The amount at risk associated with counterparty non-performance of all of the Trading Vehicle’s contracts was the net unrealized gain included in the statement of financial condition; however, counterparty non-performance on only certain of the Trading Vehicle’s contracts might have resulted in greater loss than non-performance on all of the Trading Vehicle’s contracts. There can be no assurance that any counterparty, clearing member or clearinghouse would have met it’s obligations to the Trading Vehicle.
The Managing Owner attempted to minimize both credit and market risks by requiring the Trading Vehicle and its Trading Advisor to abide by various trading limitations and policies. Preferred monitored compliance with these trading limitations and policies, which included, but were not limited to, executing and clearing all trades with creditworthy counterparties; limiting the amount of margin or premium required for any one commodity or all commodities combined; and generally limiting transactions to contracts which are traded in sufficient volume to permit the taking and liquidating of positions. Additionally, pursuant to the Advisory Agreement among the Trading Vehicle, Preferred and the Trading Advisor, the Trading Vehicle shall automatically terminate the Advisory Agreement, if the net asset value allocated to the Trading Advisor declined as of the end of any business day by at least 40% from the value at the beginning of any calendar year or since the effective date of the Advisory Agreement. The decline in net asset value was after giving effect for distributions, subscriptions and redemptions.
The Trading Vehicle’s futures commission merchant, in accepting orders for the purchase or sale of domestic futures contracts, is required by CFTC regulations to separately account for and segregate as belonging to the Trading Vehicle all assets of the Trading Vehicle relating to domestic futures trading and is not allowed to commingle such assets with its other assets. At April 30, 2007 (date of liquidation) and December 31, 2006, such segregated assets totaled $17,200,304 and $19,166,403, respectively. Part 30.7 of the CFTC regulations also requires the Trading Vehicle’s futures commission merchant to secure assets of the Trading Vehicle related to foreign futures trading which totaled $1,670,429 and $1,732,473 at April 30, 2007 (date of liquidation) and December 31, 2006, respectively.
As of April 30, 2007 (date of liquidation), all open futures contracts mature in June 2007.
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WMT III SERIES I/J TRADING VEHICLE LLC
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
| Note 8. | FINANCIAL HIGHLIGHTS |
The following information presents the financial highlights of the Trading Vehicle for the period January 1, 2007 to April 30, 2007 (Date of Liquidation) and for the year ended December 31, 2006. This information has been derived from information presented in the financial statements.
| Period January 1, 2007 to April 30, 2007 (Date of Liquidation) |
Year
Ended December 31, 2006 |
|||||
| Total Return (1) |
||||||
| Total return before incentive fee |
(9.56 | )% | 9.49 | % | ||
| Incentive fee |
0.00 | % | (1.41 | )% | ||
| Total return after incentive fee |
(9.56 | )% | 8.08 | % | ||
| Ratios to average net asset value: |
||||||
| Expenses prior to incentive fee (2) |
3.60 | % | 3.27 | % | ||
| Incentive fee (1) |
0.00 | % | 1.41 | % | ||
| Total expenses and incentive fee |
3.60 | % | 4.68 | % | ||
| Net investment gain (2) (3) |
0.96 | % | 1.18 | % | ||
Total returns and ratios to average net asset value are calculated for Members’ capital taken as a whole. An individual Member’s total return and ratios may vary from the above return and ratios based on the timing of additions and redemptions.
| (1) | Not annualized. |
| (2) | Annualized. |
| (3) | Represents interest income less total expenses (exclusive of incentive fee). |
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Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on the 25th day of March, 2010.
| WORLD MONITOR TRUST III – SERIES J | ||||||
| By: |
Kenmar Preferred Investments Corp. | |||||
| Managing Owner | ||||||
| By: /s/ David K. Spohr |
Date: March 25, 2010 | |||||
| David K. Spohr | ||||||
| Senior Vice President and Director of Fund Administration | ||||||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of Registrant in the capacities indicated on March 25, 2010.
| WORLD MONITOR TRUST III – SERIES J | ||||||
| By: |
Kenmar Preferred Investments Corp. | |||||
| Managing Owner | ||||||
| By: /s/ Kenneth A. Shewer |
Date: March 25, 2010 | |||||
| Kenneth A. Shewer | ||||||
| Co-Chief Executive Officer | ||||||
| (Principal Executive Officer) | ||||||
| By: /s/ David K. Spohr |
Date: March 25, 2010 | |||||
| David K. Spohr | ||||||
| Senior Vice President and Director of Fund Administration | ||||||
| (Principal Financial/Accounting Officer) | ||||||
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