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EX-32.1 - CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 - World Monitor Trust III - Series Jdex321.htm
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EX-31.1 - CERTIFICATION PURSUANT TO EXCHANGE ACT RULES 13A-14 AND 15D-14 - World Monitor Trust III - Series Jdex311.htm
EX-32.2 - CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 - World Monitor Trust III - Series Jdex322.htm
Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

 

x

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

 

For the quarter ended:    

 

March 31, 2011

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)

(914) 307-7000

 

(Registrant’s telephone number, including area code)

N/A

 

(Former name, former address and former fiscal year, if changed since last report)

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  ¨

 


Table of Contents

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 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


Table of Contents

WORLD MONITOR TRUST III – SERIES J

INDEX TO QUARTERLY REPORT ON FORM 10-Q

MARCH 31, 2011

 

            Page  

PART I – FINANCIAL INFORMATION

     4   

Item 1.

     Financial Statements      4   
     World Monitor Trust III - Series J   
     Condensed Statements of Financial Condition
as of March 31, 2011 (Unaudited) and December 31, 2010
     6   
     Condensed Schedules of Investments
as of March 31, 2011 (Unaudited) and December 31, 2010
     7   
     Condensed Statements of Operations (Unaudited)
for the Three Months Ended March 31, 2011 and 2010
     9   
     Condensed Statements of Changes in Unitholders’ Capital (Unaudited)
for the Three Months Ended March 31, 2011 and 2010
     10   
     Notes to Condensed Financial Statements (Unaudited)      11   

Item 2.

     Management’s Discussion and Analysis of
Financial Condition and Results of Operations
     28   

Item 3.

     Quantitative and Qualitative Disclosures About Market Risk      39   

Item 4.

     Controls and Procedures      41   

PART II – OTHER INFORMATION

     42   

Item 1.

     Legal Proceedings      42   

Item 1.A.

     Risk Factors      42   

Item 2.

     Unregistered Sales of Equity Securities and Use of Proceeds      42   

Item 3.

     Defaults Upon Senior Securities      43   

Item 5.

     Other Information      43   

Item 6.

     Exhibits:      43   

 

3


Table of Contents

PART I – FINANCIAL INFORMATION

 

Item 1. Financial Statements

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK;

FINANCIAL STATEMENTS TO FOLLOW]

 

 

 

 

 

 

 

 

4


Table of Contents

WORLD MONITOR TRUST III – SERIES J

CONDENSED FINANCIAL STATEMENTS

March 31, 2011

 

 

 

 

 

 

 

 

5


Table of Contents

WORLD MONITOR TRUST III – SERIES J

CONDENSED STATEMENTS OF FINANCIAL CONDITION

March 31, 2011 (Unaudited) and December 31, 2010

 

 

 

     March 31,
2011
     December 31,
2010
 

ASSETS

     

Cash and cash equivalents (See Note 2)

   $ 33,228,179       $ 47,172,056   

Net unrealized gain on open futures contracts

     837,558         3,214,311   

Commodity options owned, at fair value
(premiums paid $715,130 and $652,215
at March 31, 2011 and December 31, 2010, respectively)

     807,636         454,809   

Net unrealized gain on open forward contracts

     908,281         1,842,652   

Investment in affiliated investment fund, at fair value
(cost $5,257,578 and $0 at March 31, 2011
and December 31, 2010, respectively

     4,783,871         0   

Investments in securities, at fair value
(cost $115,628,601 and $103,338,919 at March 31, 2011
and December 31 2010, respectively)

     114,170,226         101,683,079   
                 

Total assets

   $ 154,735,751       $ 154,366,907   
                 

LIABILITIES

     

Accrued expenses payable

   $ 138,140       $ 195,998   

Managing Owner fees on investment funds payable

     190,562         0   

Management fees payable

     0         31,846   

Trading Advisors’ incentive fees payable

     405,621         1,035,898   

Trading Advisors’ management fees payable

     141,539         201,680   

Offering costs payable

     31,860         52,859   

Commodity options written, at fair value
(premiums received $23,631 and $21,840
at March 31, 2011 and December 31, 2010, respectively)

     5,455         13,020   

Service fees payable (See Note 5)

     296,722         201,001   

Redemptions payable

     1,190,677         898,839   

Subscriptions received in advance

     4,886,064         2,046,733   
                 

Total liabilities

     7,286,640         4,677,874   
                 

UNITHOLDERS’ CAPITAL (Net Asset Value)

     

Class I Units:

     

Unitholders’ Units – 1,033,435.640 and 1,033,469.123 Units
outstanding at March 31, 2011 and December 31, 2010, respectively

     128,962,270         132,255,516   

Managing Owner’s Units – none and none Units outstanding
at March 31, 2011 and December 31, 2010, respectively

     0         0   

Class II Units:

     

Unitholders’ Units – 135,773.593 and 125,308.427 Units
outstanding at March 31, 2011 and December 31, 2010, respectively

     18,170,619         17,110,868   

Managing Owner’s Units – 2,362.860 and 2,362.860 Units
outstanding at March 31, 2011 and December 31, 2010, respectively

     316,222         322,649   
                 

Total unitholders’ capital (Net Asset Value)

     147,449,111         149,689,033   
                 

Total liabilities and unitholders’ capital

   $ 154,735,751       $ 154,366,907   
                 

NET ASSET VALUE PER UNIT

     

Class I

   $ 124.79       $ 127.97   
                 

Class II

   $ 133.83       $ 136.55   
                 

See accompanying notes.

-2-

 

6


Table of Contents

WORLD MONITOR TRUST III – SERIES J

CONDENSED SCHEDULES OF INVESTMENTS

March 31, 2011 (Unaudited) and December 31, 2010

 

 

 

     March 31, 2011     December 31, 2010  
     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

     0.28   $ 406,857        1.15   $ 1,716,193   

Currencies

     0.01     21,900        0.35     521,182   

Energy

     0.15     215,896        0.25     380,376   

Interest rates

     (0.04 )%      (55,249     0.08     121,121   

Metals

     0.86     1,268,918        4.42     6,613,151   

Stock indices

     0.00     2,700        0.11     161,174   
                                

Net unrealized gain on futures contracts purchased

     1.26     1,861,022        6.36     9,513,197   
                                

Futures contracts sold:

        

Commodities

     (0.07 )%      (107,018     (0.21 )%      (320,244

Currencies

     0.00     0        0.00     4,434   

Energy

     (0.01 )%      (14,040     (0.10 )%      (145,739

Interest rates

     0.00     2,041        (0.06 )%      (92,295

Metals

     (0.62 )%      (910,582     (3.81 )%      (5,698,325

Stock indices

     0.01     6,135        (0.03 )%      (46,717
                                

Net unrealized loss on futures contracts sold

     (0.69 )%      (1,023,464     (4.21 )%      (6,298,886
                                

Net unrealized gain on open futures contracts

     0.57   $ 837,558        2.15   $ 3,214,311   
                                

Forward currency contracts purchased:

        

Net unrealized gain on forward contracts purchased

     0.95   $ 1,404,573        0.27   $ 409,220   
                                

Forward currency contracts sold:

        

Net unrealized gain (loss) on forward contracts sold

     (0.33 )%      (496,292     0.96     1,433,432   
                                

Net unrealized gain on open forward contracts

     0.62   $ 908,281        1.23   $ 1,842,652   
                                
     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)
 

Purchased Options on Futures Contracts

        

Fair value of options purchased:

        

Commodities

     0.40   $ 584,196        0.21   $ 317,319   

Energy

     0.15     223,440        0.09     137,490   
                                

Total commodity options owned, at fair value
(premiums paid $715,130 and $652,215 at
March 31, 2011 and December 31, 2010, respectively)

     0.55   $ 807,636        0.30   $ 454,809   
                                

Written Options on Futures Contracts

        

Fair value of options written:

        

Commodities

     0.00   $ (5,455     0.00   $ 0   

Energy

     0.00     0        (0.01 )%      (13,020
                                

Total commodity options written, at fair value
(premiums received $23,631 and $21,840 at
March 31, 2011 and December 31, 2010, respectively)

     0.00   $ (5,455     (0.01 )%    $ (13,020
                                

See accompanying notes.

-3-

 

7


Table of Contents

WORLD MONITOR TRUST III – SERIES J

CONDENSED SCHEDULES OF INVESTMENTS

March 31, 2011 (Unaudited) and December 31, 2010

 

 

 

    March 31, 2011     December 31, 2010  
     Fair
Value
as a %
Unitholders’
Capital
    Fair
Value
    Fair
Value
as a%
Unitholders’
Capital
    Fair
Value
 

Investment in Securities

       

Fair value of investment in Mutual Funds:

       

JPMorgan Short Duration Bond (shares 4,157,597.42

    and 3,711,465.20 at March 31, 2011 and

    December 31, 2010, respectively)

    30.88   $ 45,525,692        27.20   $ 40,714,773   

Pimco Low Duration Fund (shares 4,381,879.70

    and 3,907,428.57 at March 31, 2011 and

    December 31, 2010, respectively)

    31.02     45,746,824        27.12     40,598,183   

Wells Fargo Adv Short-Term Bond (shares 2,616,881.18

    and 2,336,023.26 at March 31, 2011 and

    December 31, 2010, respectively)

    15.53     22,897,710        13.61     20,370,123   
                               

Total investments in securities, at fair value

    (cost $115,628,601 and $103,338,919

    at March 31, 2011 and December 31, 2010, respectively)

    77.43   $ 114,170,226        67.93   $ 101,683,079   
                               
     Fair
Value
as a %
Unitholders’
Capital
    Fair
Value
    Fair
Value
as a%
Unitholders’
Capital
    Fair
Value
 

Investment in Affiliated Investment Fund

       

Fair value in affiliated investment fund:

       

Investment in CTA Choice GRM

    3.24   $ 4,783,871        0.00     0   
                               

Total investment in affiliated investment fund, at fair value

    (cost $5,257,578 and $0 at March 31, 2011

    and December 31, 2010, respectively)

    3.24   $ 4,783,871        0.00   $ 0   
                               

See accompanying notes.

-4-

 

8


Table of Contents

WORLD MONITOR TRUST III – SERIES J

CONDENSED STATEMENTS OF OPERATIONS

For the Three Months Ended March 31, 2011 and 2010

(Unaudited)

 

 

 

     For the Three Months Ended
March 31,
 
    
     2011     2010  

Gain (loss) on investments:

    

Realized

   $ 1,775,042      $ (2,253,236

Change in unrealized

     (2,814,391     2,027,524   

Dividend income

     599,682        0   

Interest income

     4,335        20,465   
                

Net loss from trading investments

     (435,332     (205,247
                

Net change in unrealized depreciation on

           investment in affiliated investment fund

     (473,707     (0
                

Total loss on investments

     (909,039     (205,247
                

EXPENSES

    

Brokerage commissions

     135,591        233,713   

Management fees

     190,562        163,554   

ClariTy Managed Account fees

     95,281        0   

Managing Owner fees earned on investment funds

     190,562        0   

Trading Advisors’ management fees

     432,672        650,677   

Trading Advisors’ incentive fees

     405,621        256,855   

Service fees – Class I Units (See Note 5)

     669,980        692,742   

Sales commission

     381,123        327,108   

Offering costs

     93,742        20,381   

Operating expenses

     191,397        166,978   
                

Total expenses

     2,786,531        2,512,008   
                

NET LOSS

   $ (3,695,570   $ (2,717,255
                

NET LOSS PER WEIGHTED AVERAGE

    

UNITHOLDER AND MANAGING OWNER UNIT

    

Net loss per weighted average Unitholder and

    

Managing Owner Unit

    

Class I

   $ (3.20   $ (2.64
                

Class II

   $ (2.83   $ (2.08
                

Weighted average number of Units outstanding – Class I

     1,036,817        932,611   
                

Weighted average number of Units outstanding – Class II

     134,001        124,307   
                

See accompanying notes.

-5-

 

9


Table of Contents

WORLD MONITOR TRUST III – SERIES J

CONDENSED STATEMENTS OF CHANGES IN UNITHOLDERS’ CAPITAL

For the Three Months Ended March 31, 2011 and 2010

(Unaudited)

 

 

 

     Class I      Class II              
     Unitholders     Managing Owner Interests      Unitholders     Managing Owner Interests     Total  
     Units     Amount     Units      Amount      Units     Amount     Units      Amount     Units     Amount  

Three Months Ended March 31, 2011

                       

Unitholders’ capital at

    December 31, 2010

     1,033,469.123      $ 132,255,516        0.000       $ 0         125,308.427      $ 17,110,868        2,362.860       $ 322,649        1,161,140.410      $ 149,689,033   

Subscriptions

     27,578.964        3,532,585        0.000         0         13,692.531        1,866,585        0.000         0        41,271.495        5,399,170   

Redemptions

     (27,612.447     (3,509,862     0.000         0         (3,227.365     (433,660     0.000         0        (30,839.812     (3,943,522

Net loss

       (3,315,969        0           (373,174        (6,427       (3,695,570
                                                                                   

Unitholders’ capital at

    March 31, 2011

     1,033,435.640      $ 128,962,270        0.000       $ 0         135,773.593      $ 18,170,619        2,362.860       $ 316,222        1,171,572.093      $ 147,449,111   
                                                                                   

Three Months Ended March 31, 2010

                       

Unitholders’ capital at

    December 31, 2009

     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   

Subscriptions

     83,158.137        10,038,124        0.000         0         5,721.795        722,600        0.000         0        88,879.932        10,760,724   

Redemptions

     (16,024.890     (1,941,691     0.000         0         (1,666.595     (211,569     0.000         0        (17,691.485     (2,153,260

Net loss

       (2,458,988        0           (235,149        (23,118       (2,717,255
                                                                                   

Unitholders’ capital at

    March 31, 2010

     962,539.708      $ 117,287,279        0.000       $ 0         115,496.224      $ 14,805,308        10,560.643       $ 1,353,755        1,088,596.575      $ 133,446,342   
                                                                                   

See accompanying notes.

-6-

 

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Table of Contents

WORLD MONITOR TRUST III – SERIES J

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

 

 

 

Note 1. ORGANIZATION

 

  A.

General Description of the Trust

World Monitor Trust III (the “Trust”) is a business trust organized under the laws of Delaware on September 28, 2004. The Trust consisted of four separate and distinct series (“Series”): Series G, H, I and J. Series G, H, I and J commenced trading operations on December 1, 2005. As of December 31, 2007, Series G, H and I were no longer offered and had been dissolved. Series J will continue to exist unless terminated pursuant to the provisions of Article XIII of the Trust’s 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. (“Kenmar Preferred” or the “Managing Owner”). Each of “Kenmar 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, Kenmar Preferred conducts and manages the business of the Trust and each Series.

From January 1, 2008 through June 30, 2009, Series J allocated its assets to three managed accounts separately managed by the following trading advisors: Eagle Trading Systems Inc. (“Eagle”) pursuant to its Momentum Program, Ortus Capital Management Limited (“Ortus”) pursuant to its Major Currency Program, and Graham Capital Management, L.P. (“Graham”) pursuant to its K4D-15V Program. Effective July 1, 2009, Series J entered into trading agreements with an additional three trading advisors: GLC Ltd. (“GLC”) pursuant to both its Behavioral Trend and Directional Programs, Krom River Investment Management (Cayman) Limited (“Krom”) pursuant to its Commodity Diversified Program and Crabel Capital Management, LLC (“Crabel”) pursuant to its Two Plus Program. The Managing Owner terminated the managed account agreements with GLC and Graham effective March 31, 2010 and December 31, 2010, respectively.

Beginning April 1, 2010, Series J entered into trading advisory agreements with Tudor Investment Corporation (“Tudor”), pursuant to its Tudor Quantitative Commodities Strategy, and Paskewitz Asset Management, LLC (“Paskewitz”), pursuant to its Contrarian Stock Index Program) Paskewitz, together with Graham, Eagle, Ortus, Krom, Crabel and Tudor are each referred to herein as a “Trading Advisor” and collectively referred to herein as the “Trading Advisors.” Beginning April 1, 2010, Series J allocated approximately one-seventh of its net assets to each Trading Advisor’s managed account (each a “Managed Account” and collectively, the “Managed Accounts”), with such allocations to be re-balanced quarterly.

Effective January 1, 2011, Series J allocated approximately one-seventh of its net assets to CTA Choice GRM (“GRM”), a series of CTA Choice Fund LLC, a Delaware limited liability company organized in series. Graham is the Trading Advisor for GRM and will manage the assets pursuant to its K4D-15V Program.

-7-

 

11


Table of Contents

WORLD MONITOR TRUST III – SERIES J

NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)

(Unaudited)

 

 

 

Note 1. ORGANIZATION (CONTINUED)

 

  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 independent agency of the U.S. government which regulates most aspects of the commodity futures industry; rules of the National Futures Association, an industry self-regulatory organization; and the requirements of the various commodity exchanges where the Trust through the Managed Accounts executes transactions.

 

  C.

The Offering

Up to $281,250,000 Series J, Class I and $93,750,000 Series J, Class II Units (the “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 were offered for a period ending November 30, 2005 (“Initial Offering Period”) at $100 per Unit.

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. 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

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. was 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 were not subject to a redemption charge. There is no redemption charge associated with the Class II Units.

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NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)

(Unaudited)

 

 

 

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.

Investment in affiliated investment fund

The investment in the affiliated investment fund is reported in Series J’s condensed statement of financial condition. Fair value ordinarily is the value determined for the affiliated investment fund in accordance with the fund’s valuation policies and reported at the time of Series J’s valuation by the management of the fund. Generally, the fair value of Series J’s investment in the fund represents the amount that Series J could reasonably expect to receive from the fund if Series J’s investment was redeemed at the time of the valuation, based on information reasonably available at the time the valuation is made and that Series J believes to be reliable.

 

Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

  A.

Basis of Accounting

The condensed statements of financial condition, including the condensed schedule of investments, as of March 31, 2011, the condensed statements of operations for the three months ended March 31, 2011 (“First Quarter 2011”) and for the three months ended March 31, 2010 (“First Quarter 2010”) and the condensed statements of changes in trust capital for the First Quarter 2011 and First Quarter 2010 are unaudited. In the opinion of the Managing Owner, the financial statements contain all adjustments (consisting of only normal recurring adjustments) necessary to state fairly the financial position of Series J as of March 31, 2011 and the results of its operations for the First Quarter 2011 and First Quarter 2010. The operating results for these interim periods may not be indicative of the results expected for a full year.

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NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)

(Unaudited)

 

 

 

Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

  A.

Basis of Accounting (Continued)

 

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.

Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted. It is suggested that these financial statements be read in conjunction with the financial statements and notes thereto included in Series J’s annual report on Form 10-K filed with the Securities and Exchange Commission for the year ended December 31, 2010.

Commodity futures, options and foreign exchange forward contracts are reflected in the accompanying financial statements on the trade date basis. 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 counterparty under a master netting agreement (See Note 10). 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 independent data vendors and third parties. Any change in net unrealized gain or loss during the current period is reported in the statements 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.

The weighted average number of Units outstanding was computed for purposes of disclosing net income (loss) 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 the period.

Investments in investment funds consist of publicly traded mutual funds. Publicly traded mutual funds are valued using the net asset value on the last day of the period provided by a third party pricing service. Realized gains and losses from investment funds are determined using the identified cost method. Any change in net unrealized gain or loss from the preceding period is reported in the statement of operations. Dividends are recorded on the ex-dividend date.

Series J has elected not to provide a statement of cash flows since substantially all of Series J’s investments are highly liquid and carried at fair value, Series J has little or no debt and a condensed statement of changes in unitholders’ capital is provided.

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WORLD MONITOR TRUST III – SERIES J

NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)

(Unaudited)

 

 

 

Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

  A.

Basis of Accounting (Continued)

 

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 independent third party data vendors or pricing services who derive fair values for those assets from observable inputs (Level 2). Series J’s investment in the affiliated investment fund is classified as Level 2 using the fair value hierarchy. The Level 2 investment in the affiliated investment fund is valued at the net asset value as reported by the underlying investment fund’s capital balance using the expedient method. The carrying value of the underlying investment is at fair value. There are no Level 3 investments on March 31, 2011 or December 31, 2010.

The following table summarizes the assets and liabilities measured at fair value using the fair value hierarchy:

 

March 31, 2011

   Level 1      Level 2     Level 3      Total  

Assets:

          

Net unrealized gain on open futures contracts

   $ 837,558       $ 0      $ 0       $ 837,558   

Net unrealized gain on open forward contracts

   $ 0       $ 908,281      $ 0       $ 908,281   

Commodity options owned, at fair value

   $ 0       $ 807,636      $ 0       $ 807,636   

Investments in securities, at fair value

   $ 114,170,226       $ 0      $ 0       $ 114,170,226   

Investment in affiliated investment fund, at fair value

   $ 0       $ 4,783,871      $ 0       $ 4,783,871   

Liabilities:

          

Commodity options written, at fair value

   $ 0       $ (5,455   $ 0       $ (5,455

December 31, 2010

   Level 1      Level 2     Level 3      Total  

Assets:

          

Net unrealized gain on open futures contracts

   $ 3,214,311       $ 0      $ 0       $ 3,214,311   

Net unrealized gain on open forward contracts

   $ 0       $ 1,842,652      $ 0       $ 1,842,652   

Commodity options owned, at fair value

   $ 0       $ 454,809      $ 0       $ 454,809   

Investment in securities, at fair value

   $ 101,683,079       $ 0      $ 0       $ 101,683,079   

Liabilities:

          

Commodity options written, at fair value

   $ 0       $ (13,020   $ 0       $ (13,020

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NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)

(Unaudited)

 

 

 

Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

  B.

Recent Accounting Pronouncement

In January 2010, the FASB amended the existing disclosure guidance on fair value measurements, which was effective January 1, 2010, except for disclosures about purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements, which is effective January 1, 2011. Among other things, the updated guidance requires additional disclosure for the amounts of significant transfers in and out of Level 1 and Level 2 measurements and requires certain Level 3 disclosures on a gross basis. Additionally, the updates amend existing guidance to require a greater level of disaggregated information and more robust disclosures about valuation techniques and inputs to fair value measurements. Since the amended guidance requires only additional disclosures, the adoption of the provisions effective January 1, 2011 will not impact Series J’s financial position or results of operations. The implementation of this guidance, for the provisions effective January 1, 2010, did not have a material impact on Series J’s financial statements.

 

  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. A substantial portion of the cash deposited with a bank is deposited in an off-shore sweep account facility daily. As of March 31, 2011 and December 31, 2010, variation margin totaled $(1,031,770) and $1,934,375, respectively. Series J receives interest on all cash balances held by the clearing brokers and bank at prevailing rates. As of March 31, 2011 and December 31, 2010, $(200,495) and $(263,234) are held in various foreign currencies, which are subject to fluctuations based on changes in the foreign exchange rates as compared to the Company’s functional currency.

 

  D.

Income Taxes

Series J is treated as a partnership for U.S. federal income tax purposes. As such, Series J is not required to provide for, or pay, any U.S. federal or state income taxes. Income tax attributes that arise from its operations are passed directly to the 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 2007 through 2010 tax years generally remain subject to examination by U.S. federal and most state tax authorities.

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NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)

(Unaudited)

 

 

 

Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

  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 and upfront sales commission applicable to such Units. Distributions (other than redemptions of Units) may be made at the sole discretion of the Managing Owner on a pro rata basis in accordance with the respective capital balances of the Unitholders. The Managing Owner has not and does not presently intend to make any distributions.

 

  G.

Organization and Offering Costs

In accordance with the Trust’s Agreement and Prospectus, the Managing Owner is responsible for the payment of all offering expenses of Series J incurred after the Initial Offering Period (“ongoing offering costs”), provided that the amount of such ongoing offering costs paid by the Managing Owner are subject to reimbursement by the Trust, without interest, in up to 36 monthly payments during each of the first 36 months following the month in which such expenses were paid by the Managing Owner. Through March 31, 2011, the Managing Owner has paid $2,152,994 in ongoing offering costs, of which $2,095,832 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 March 31, 2011, the Managing Owner incurred and Series J was allocated ongoing offering costs in the amount of $1,516,375 and $1,496,769, respectively. Of the $1,496,769, allocated to Series J, $635,144 will not be reimbursable to the Managing Owner.

Series J will only be liable for payment of ongoing offering costs on a monthly basis. If Series J terminates prior to completion of payment of such amounts to the Managing Owner, the Managing Owner will not be entitled to any additional payments, and Series J will have no further obligation to the Managing Owner.

During the First Quarter 2011 and First Quarter 2010, Series J’s allocable portion of ongoing offering costs did not exceed 0.50% per annum of the net asset value of Series J.

 

  H.

Interest Income and Dividend Income

Interest income is recorded on an accrual basis. Dividends on investments in securities are recorded on the ex-dividend date.

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NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)

(Unaudited)

 

 

 

Note 3. RELATED PARTIES

Series J reimburses the Managing Owner and its affiliates for services it performs for Series J, which include, but are not limited to: management, legal, accounting, registrar, transfer and assignment functions, investor communications, printing, risk management and related services with respect to monitoring the Trading Advisors and the Trust and other administrative services.

The expenses incurred by Series J for services performed by the Managing Owner and its affiliates for Series J were:

 

     First Quarter
2011
     First Quarter
2010
 

Management fees

   $ 190,562       $ 163,554   

ClariTy Managed Account fees to affiliate

     95,281         0   

Managing Owner fees on investment funds payable

     190,562         0   

Operating Expenses

     41,664         53,386   
                 

Total

   $ 518,069       $ 216,940   
                 

Expenses payable to the Managing Owner and its affiliates as of March 31, 2011 and December 31, 2010 were $224,562 and $63,346 respectively. Such amounts are included in accrued expenses payable and Managing Owner fees earned on investment funds on the statements of financial condition.

 

Note 4. MANAGING OWNER AND AFFILIATES

As of March 31, 2011, the Managing Owner and or its affiliates have purchased and maintained an interest in Series J in an amount less than 1% of the net asset value of Series J. The Managing Owner is no longer required under the terms of the Trust Agreement to maintain a 1% interest.

The Managing Owner is paid a monthly management fee of 1/12 of 0.5% (0.5% annually) of Series J’s net asset value at the beginning of each month (See note 5).

The Managing Owner has determined that it is in the best interest of Series J to invest a portion of non-margin assets, either directly or indirectly through certain investment funds which invest primarily in (i) U.S. government securities (which include any security issued or guaranteed as to principal or interest by the United States), (ii) any certificate of deposit for any of the foregoing, including U.S. treasury bonds, U.S. treasury bills and issues of agencies of the United States government, (iii) corporate bonds or notes, or (iv) other instruments permitted by applicable rule and regulations. At the end of each month, the Managing Owner will be paid 1/12 of 50% of the first 1% of the returns earned on its investment of non-margin assets. Series J will be credited with all additional returns earned on Series J’s investment of non-margin assets. For the First Quarter 2011, Managing Owner fees on investment funds amounted to $190,562.

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NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)

(Unaudited)

 

 

 

Note 4. MANAGING OWNER AND AFFILIATES (CONTINUED)

 

Effective October 1, 2010, Series J is paying a monthly fee in the amount of 1/12 of 0.25% of Series J’s beginning net asset value to ClariTy Managed Account & Analytics Platform LLC, an affiliate of the Managing Owner, for risk management and related services with respect to monitoring the Trading Advisors.

 

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 (each a “CSA” and collectively, the “CSAs”), 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 CSAs received an ongoing monthly commission equal to 1/12th of 2% (2% per annum) of the net asset value per Class I Unit as of the beginning of each month of the Class I Units sold by them. Beginning July 1, 2009, Series J (rather than the Selling Agent) pays its service fee on Class I Units directly to the CSA’s.

Starting July 1, 2009, the Service Fee – Class I Units (as described below) disclosed on the condensed statements of operations represents the monthly 1/12 of 2% of the net asset value per Class I Unit as of the beginning of each month. The service fee calculated on all Class I Units is 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, a recapture of the service fee on Units held with no CSA.

For the First Quarter 2011 and First Quarter 2010, the Service Fee – Class I Units is composed of the following:

 

     First Quarter
2011
    First Quarter
2010
 

Monthly 1/12 of 2% service fee calculated on all Class I Units

   $ 668,333      $ 574,383   

Initial upfront 2% sales commission

     130,979        210,033   

Series J’s recapture of 1/12 of 2% service fee on select Units

    and recapture of the service fee on Units held with no CSA

     (129,332     (91,674
                

Total

   $ 669,980      $ 692,742   

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.

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NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)

(Unaudited)

 

 

 

Note 5. SERVICE FEES AND SALES COMMISSIONS (CONTINUED)

 

Effective October 1, 2010, Series J has agreed to pay a monthly fee to Wells Fargo for providing continuing due diligence, training, operations, system support, and marketing. For Class I and II Units purchased by clients of Wells Fargo on or prior to October 1, 2010, the fee is 1/12th of 0.10% (0.10% per annum) of the beginning of the month net asset value. For Class I and II Units purchased subsequent to October 1, 2010 the fee is 1/12th of 0.30% (0.30% per annum) of the beginning of the month net asset value. These fees will be deducted from the management fee.

Class II Unitholders are only assessed the Wells Fargo service fee mentioned above.

 

Note 6. ADMINISTRATOR

The administrator of Series J is AlphaMetrix360, LLC (the “Administrator”) who, on December 10, 2010, purchased the assets of Spectrum Global Fund Administration LLC. The Administrator provides general administrative services to Series J and maintains Series J’s principal books and records. For the First Quarter 2011 and the First Quarter 2010, the Company paid administration fees $74,932 and $55,608, respectively, of which $21,778 remains payable by the Company at March 31, 2011.

 

Note 7. INVESTMENT IN AFFILIATED INVESTMENT FUND

Effective January 1, 2011, Series J invested a portion of its assets in an affiliated investment fund. Series J’s investment in the affiliated investment fund represents approximately 3.24% of the net asset value of Series J at March 31, 2011. The investment in the affiliated investment fund is reported in Series J’s condensed statements of financial condition at its fair value. The investment is subject to the terms of the organizational and offering documents of the affiliated investment fund.

The following table summarizes the change in fair value of Series J’s Level 2 investment in affiliated fund for the quarter ended March 31, 2011.

 

     Net Asset Value
December 31, 2010
     Investment      Gain/
(Loss)
    Redemptions     Net Asset Value
March 31, 2011
 

CTA Choice GRM

   $ 0       $ 12,694,222       $ (473,707   $ (7,436,644   $ 4,783,871   
                                          

Series J may make additional subscriptions or redemptions from the affiliated investment fund on a monthly basis. The affiliated investment fund engages in trading of commodity futures, forwards and currency contracts.

Series J records its proportionate share of income or loss in the condensed statements of operations. Through its investment in the affiliated investment fund, Series J pays its pro-rata share of the 2% annual management fee (accrued and paid monthly) and a 20% incentive fee on “New High Net Trading Profits” (accrued monthly and paid quarterly) as defined in the advisory agreement.

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NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)

(Unaudited)

 

 

 

Note 7. INVESTMENT IN AFFILIATED INVESTMENT FUND (CONTINUTED)

 

Series J’s investment in the affiliated investment fund is notionally funded, and the following table sets out the total capital commitment split between net asset value (amount funded) and the remaining capital commitment. The remaining capital commitment is the amount that can be requested from Series J if requested by the affiliated investment fund to meet margin calls in accordance with the governing documents. However, Series J has no capital commitment to the affiliated investment fund except as disclosed below.

 

     Total Capital
Commitment
March 31, 2011
     Net Asset Value
March 31, 2011
     Remaining Capital
Commitment
March 31, 2011
 

CTA Choice GRM

   $ 21,659,517       $ 4,783,871       $ 16,875,646   

Series J’s investment in the affiliated investment fund is subject to the market and credit risks of securities held or sold short by this fund. The Investment Manager has established procedures to monitor market risk and minimize credit risk, although there can be no assurance that it will, in fact, succeed in doing so. The shareholders bear the risk of loss only to the extent of the market value of their respective investments and, in certain specific circumstances, distributions and redemptions received.

 

Note 8. TRUSTEE

The trustee of the Trust is Wilmington Trust Company, a Delaware banking corporation. The trustee has delegated to the Managing Owner the power and authority to manage the business and affairs of the Trust and has only nominal duties and liabilities with respect to the Trust.

 

Note 9. COSTS, FEES AND EXPENSES

 

  A.

Operating Expenses

Operating expenses of Series J are paid for by Series J.

 

  B.

Management and Incentive Fees

Series J pays Crabel and Tudor a monthly management fee at the annual rate of 1.0% and 2.0% respectively, of their Managed Accounts’ allocated assets as defined in their respective advisory agreement. Additionally, Series J pays an incentive fee accrued and paid quarterly of 25% and 20%, respectively, for achieving “New High Net Trading Profits” in their specific Managed Accounts as defined in their respective advisory agreements.

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NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)

(Unaudited)

 

 

 

Note 9. COSTS, FEES AND EXPENSES (CONTINUED)

 

  B.

Management and Incentive Fees (Continued)

Series J paid Ortus, Eagle, Graham, GLC, Krom and Paskewitz a monthly management fee at the annual rate of 2.0%, 2.0%, 2.5%, 2.0%, 2.0% and 2.0% respectively, of their Managed Accounts’ allocated assets as defined in their respective advisory agreements. Additionally, Series J paid Ortus, Eagle, Graham, GLC, Krom and Paskewitz an incentive fee accrued monthly and paid quarterly of 20%, 20%, 20%, 20%, 20% and 20%, respectively, for achieving “New High Net Trading Profits” in their specific Managed Accounts as defined in their respective advisory agreements. For the First Quarter 2011 and 2010, incentive fees earned by the Trading Advisors were $405,621 and $256,855, respectively, of which $405,621 remains payable by Series J at March 31, 2011.

Effective October 1, 2010 Series J entered into an amendment to change the management and incentive fee charged to some of its Trading Advisors. Series J pays Eagle, Graham, Krom, and Paskewitz monthly management fees at the annual rate of 1.5%, 2.0%, 1.5%, and 1.0% respectively, of their Managed Accounts’ allocated assets as defined in the amendment to their respective advisory agreements. Additionally, effective October 1, 2010 Series J pays Eagle, Graham, Krom, and Paskewitz an incentive fee accrued monthly and paid quarterly of 25%, 20%, 25%, and 25% respectively, for achieving “New High Net Trading Profits” in their specific Managed Accounts as defined in the amendment to their respective advisory agreements. Effective January 1, 2011, Series J pays Ortus’ a monthly management fee at the annual rate of 1.0% of their allocated assets as defined in the amendment to their advisory agreement. Additionally, effective January 1, 2011, Series J pays Ortus a 25% incentive fee accrued monthly and paid quarterly for achieving “New High Net Trading Profits” as defined in the amendment to their advisory agreements.

The Managing Owner terminated the managed account agreements with GLC and Graham effective March 31, 2010 and December 31, 2010, respectively.

Effective March 31, 2011, the Managing Owner terminated the managed account agreement with Eagle (See Note 12).

 

Note 10. MARKET AND CREDIT RISK

The fair value of Series J’s derivatives by instrument type, as well as the location of those instruments on the statements of financial condition as of March 31, 2011 and December 31, 2010, are included in the condensed schedule of investments, all of which are deemed derivatives not designated as hedging instruments.

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NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)

(Unaudited)

 

 

 

Note 10. MARKET AND CREDIT RISK (CONTINUED)

 

The following presents the fair value of derivative contracts at March 31, 2011 and December 31, 2010. The fair value of derivative contracts is presented as an asset if in a gain position and a liability if in a loss position. Fair value is presented on a gross basis in the table below even though the derivative contracts qualify for net presentation in the statements of financial condition.

 

     March 31, 2011  

Description

   Assets      Liabilities     Net  

Futures Contracts

   $ 3,509,470       $ (2,671,912   $ 837,558   

Forward Contracts

     2,177,322         (1,269,041     908,281   

Option Contracts

     807,636         (5,455     802,181   
                         

Total gross fair value of derivatives

   $ 6,494,428       $ (3,946,408   $ 2,548,020   
                         
     December 31, 2010  

Description

   Assets      Liabilities     Net  

Futures Contracts

   $ 9,756,436       $ (6,542,125   $ 3,214,311   

Forward Contracts

     3,480,323         (1,637,671     1,842,652   

Option Contracts

     454,809         (13,020     441,789   
                         

Total gross fair value of derivatives

   $ 13,691,568       $ (8,192,816   $ 5,498,752   
                         

The trading revenue of Series J’s derivatives by instrument type, as well as the location of those gains and losses on the condensed statements of operations, for the First Quarter 2011 and 2010 is as follows:

 

Type of Instrument    Trading Revenue for
the First Quarter 2011*
    Trading Revenue for
the First Quarter 2010
 

Commodities Contracts

   $ 821,144      $ (522,051

Currencies Contracts

     (678,680     368,574   

Energy Contracts

     1,598,814        254,019   

Interest Rate Contracts

     (796,328     279,087   

Metals Contracts

     (902,618     (760,056

Stock Indices Contracts

     (1,531,063     (1,250,918

Purchased Options on Futures Contracts

     62,840        (468,451

Written Options on Futures Contracts

     12,731        104,690   

Forward Currency Contracts

     176,346        1,769,394   
                

Total

   $ (1,236,814   $ (225,712
                

Condensed Statements of Operations

    

Realized

   $ 1,775,042      $ (2,253,236

Change in unrealized

     (3,011,856     2,027,524   
                

Total

   $ (1,236,814   $ (225,712
                

 

  *

Excludes income from investments in securities and investment in the affiliated investment fund.

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WORLD MONITOR TRUST III – SERIES J

NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)

(Unaudited)

 

 

 

Note 10. MARKET AND CREDIT RISK (CONTINUED)

 

For the First Quarter 2011 and 2010, the total number of closed futures contracts was approximately 29,299 and 44,929, respectively, the total number of closed options contracts was approximately 2,477 and 2,225, respectively, and the average monthly notional value of forwards contracts closed was approximately $1,571,097,765 and $2,591,214,393, respectively.

The average monthly notional value of contracts closed represents the average monthly U.S. dollar notional value of future and options contracts closed and settled in cash during the First Quarter 2011 and 2010.

Series J’s investments in Managed Accounts 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.

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 CONDENSED FINANCIAL STATEMENTS (CONTINUED)

(Unaudited)

 

 

 

Note 10. 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 U.S. 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 a master netting agreement with UBS Securities LLC, the clearing broker for Eagle, Ortus, Graham, and Krom. Series J has also entered into a master netting agreement with Newedge USA LLC, the clearing broker for Paskewitz, Crabel and Tudor. Series J does not have a master netting agreement between UBS Securities LLC and Newedge USA LLC. As a result of the master netting agreements, when applicable, Series J 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 March 31, 2011 and December 31, 2010, such segregated assets totaled $17,719,443 and $24,432,605, 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 $2,847,716 and $3,399,129 at March 31, 2011 and December 31, 2010, respectively. There are no segregation requirements for assets related to forward trading. As of March 31, 2011, all of Series J’s open futures contracts mature within 15 months.

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WORLD MONITOR TRUST III – SERIES J

NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)

(Unaudited)

 

 

 

Note 11. FINANCIAL HIGHLIGHTS

The following information presents per Unit operating performance data and other supplemental financial data for the First Quarter 2011 and 2010. This information has been derived from information presented in the financial statements.

 

     Class I     Class II  
     First Quarter     First Quarter  
Per Unit Performance    2011(5)     2010     2011(5)     2010  
(for a Unit outstanding throughout the entire period)                         

Net asset value per Unit at beginning of period

   $ 127.97      $ 124.69      $ 136.55      $ 130.38   
                                

Loss from operations:

        

Total trading and investing loss (1)

     (1.25     (0.40     (1.32     (0.42

Interest income (1)

     0.00        0.02        0.00        0.02   

Dividend income (1)

     0.51        0.00        0.55        0.00   

Expenses (1)

     (2.44     (2.46     (1.95     (1.79
                                

Total loss from operations

     (3.18     (2.84     (2.72     (2.19
                                

Net asset value per Unit at end of period

   $ 124.79      $ 121.85      $ 133.83      $ 128.19   
                                

Total Return (4)

        

Total return before incentive fees

     (2.09 )%      (2.08 )%      (1.59 )%      (1.49 )% 

Incentive fee

     (0.39 )%      (0.20 )%      (0.40 )%      (0.19 )% 
                                

Total return after incentive fees

     (2.48 )%      (2.28 )%      (1.99 )%      (1.68 )% 
                                

Supplemental Data

        

Ratios to average net asset value:

        

Net investment loss before incentive fees (2), (3)

     (4.46 )%      (7.22 )%      (2.49 )%      (4.75 )% 

Incentive fee (4)

     (0.40 )%      (0.20 )%      (0.40 )%      (0.20 )% 
                                

Net investment loss after incentive fees

     (4.86 )%      (7.42 )%      (2.89 )%      (4.95 )% 
                                

Interest income (3)

     0.01     0.06     0.01     0.05
                                

Dividend income (3)

     1.59     0.00     1.62     0.00
                                

Incentive fees (4)

     0.40     0.20     0.40     0.20

Other expenses (3)

     6.06     7.28     4.12     4.80
                                

Total expenses

     6.46     7.48     4.52     5.00
                                

Total returns are calculated based on the change in value of a Unit during the period. An individual unitholders’ total returns and ratios may vary from the above total returns and ratios based on the timing of subscriptions and redemptions.

 

 

  (1) 

Dividend and Interest income per Unit, expenses per Unit are calculated by dividend and interest income and expenses applicable to each class by the weighted average number of Units of each class outstanding during the period. Total trading and investing loss is a balancing amount necessary to reconcile the change in net asset value per Unit of each class with the other per Unit information.

  (2) 

Represents dividend and interest income less total expenses (exclusive of incentive fees). Excludes the Trust’s proportionate share of income and expenses from investment in affiliated fund.

  (3) 

Annualized.

  (4) 

Not annualized.

  (5) 

Effective January 1, 2011, includes loss from affiliated investment fund.

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WORLD MONITOR TRUST III – SERIES J

NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)

(Unaudited)

 

 

 

Note 12. SUBSEQUENT EVENTS

From April 1, 2011 through May 13, 2011, there were subscriptions and redemptions of $1,543,436 and $1,007,045, respectively.

Effective April 30, 2011, the Managing Owner terminated the Managed Account traded by Eagle. Effective May 1, 2011, Series J allocated approximately one-seventh of its net assets to CTA Choice EAGL (“EAGL”), a series of CTA Choice Fund LLC, a Delaware limited liability company organized in series. Eagle Trading Systems Inc is the Trading Advisor for EAGL and will manage the assets pursuant to the Eagle Momentum Program. Series J will pay EAGL, a monthly management fee at the annual rate of 1.5%, of Series J’s allocated assets. Additionally, Series J will pay EAGL an incentive fee accrued monthly and paid quarterly of 25% for achieving “New High Net Trading Profits” as defined in EAGL’s advisory agreement.

The Company has entered into an Administration Agreement and Middle/Back Office Agreement with GlobeOp Financial Services LLC (“GlobeOp”) whereby GlobeOp will provide administration services to the Company. AlphaMetrix currently provides the Company with administration services pursuant to a Services Agreement dated May 23, 2007 between AlphaMetrix and the Company. The Company has notified AlphaMetrix that effective May 31, 2011, the Company intends to replace AlphaMetrix with GlobeOp as Administrator and that AlphaMetrix’s Services Agreement with the Company will be terminated effective close of business on May 31, 2011.

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Item 2. Management’s Discussion and Analysis of
  Financial Condition and Results of Operations

This report on Form 10-Q (the “Report”) for the quarter ending March 31, 2011 (“First Quarter 2011”) includes forward-looking statements that reflect the current expectations of Kenmar Preferred Investments Corp., the managing owner of World Monitor Trust III – Series J (“Registrant”), about the future results, performance, prospects and opportunities of Registrant. The managing owner has tried to identify these forward-looking statements by using words such as “may,” “will,” “expect,” “anticipate,” “believe,” “intend,” “should,” “estimate” or the negative of those terms or similar expressions. These forward-looking statements are based on information currently available to the managing owner and are subject to a number of risks, uncertainties and other factors, both known, such as those described in this Report, and unknown, that could cause Registrant’s actual results, performance, prospects or opportunities to differ materially from those expressed in, or implied by, these forward-looking statements.

You should not place undue reliance on any forward-looking statements. Except as expressly required by the Federal securities laws, the managing owner undertakes no obligation to publicly update or revise any forward-looking statements or the risks, uncertainties or other factors described in this Report, as a result of new information, future events or changed circumstances or for any other reason after the date of this Report.

Introduction

General

World Monitor Trust III (the “Trust”) was formed as a Delaware Statutory Trust on September 28, 2004, with separate series (each, a “Series”) of units of beneficial interest (“Units” 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 (“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 services rendered in connection with an investment in the Trust (such arrangements commonly referred to as “wrap-accounts”).

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. (“Kenmar Preferred” or the “Managing Owner”). Kenmar 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, Kenmar Preferred conducts and manages the business of the Registrant.

Kenmar Preferred has been the Managing Owner of Registrant since October 1, 2004. The Managing Owner may, but is not required under the terms of the Trust Agreement to maintain an interest in Registrant.

 

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Registrant reimburses the Managing Owner for services it performs for Registrant, which include, but are not limited to: management, legal, accounting, registrar, transfer and assignment functions, investor communications, printing, risk management and related services with respect to monitoring the Trading Advisors and the Trust and other administrative services. Effective October 1, 2010 Registrant pays a monthly fee to ClariTy Managed Account & Analytics Platform LLC, an affiliate of the Managing Owner, for risk management and related services with respect to monitoring the trading advisors.

The Offering

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 of the Registrant determined that, 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. New subscriptions must be made by persons that are “accredited investors.”Current investors that are not “accredited investors” are not required to redeem their current Units, but are not able to purchase additional Units.

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

From January 1, 2008 through June 30, 2009, Registrant allocated its assets to the three managed accounts separately managed by the advisors: Eagle Trading Systems Inc. (“Eagle”) pursuant to its Momentum Program, Ortus Capital Management Limited (“Ortus”) pursuant to its Major Currency Program, and Graham Capital Management, L.P. (“Graham”) pursuant to its K4D-15V Program. 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 Program. Effective March 31, 2010, the Managing Owner terminated the managed account agreement with GLC.

Beginning April 1, 2010, Registrant allocated its assets substantially equally to each of Graham (pursuant to its K4D-15V Program), Eagle (pursuant to its Eagle Momentum Program), Ortus (pursuant to its Major Currency Program), Krom (pursuant to its Commodity Diversified Program), Crabel (pursuant to its Two Plus Program), Tudor Investment Corporation (“Tudor”) (pursuant to its Tudor Mercis Program), and Paskewitz Asset Management, LLC (“Paskewitz”) (pursuant to its Contrarian Stock Index Program) (collectively with Graham, Eagle, Ortus, Krom, Crabel, Tudor, and Paskewitz, the “Trading Advisors”). The Registrant allocated approximately one-seventh of its net assets to each Trading Advisor’s managed account (collectively the “Managed Accounts”), with such allocations to be re-balanced quarterly. Effective December 31, 2010, the Managing Owner terminated the managed account agreement with Graham.

Beginning January 1, 2011, Registrant allocated approximately one-seventh of its net assets to CTA Choice GRM (“GRM”), a series of CTA Choice Fund LLC, a Delaware limited liability company organized in series. Graham is the Trading Advisor for GRM and will manage the assets pursuant to its K4D-15V Program. Through its investment in GRM, Registrant pays its pro-rata share of the 2.0% annual management fee (accrued and paid monthly) and a 20% incentive fee on “New High Net Trading Profits” (accrued monthly and paid quarterly) as defined in GRM’s advisory agreement.

 

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Registrant pays Crabel and Tudor a monthly management fee at the annual rate of 1.0% and 2.0% respectively, of their Managed Accounts’ allocated assets as defined in their respective advisory agreement. Additionally, Registrant pays an incentive fee accrued and paid quarterly of 25% and 20%, respectively, for achieving “New High Net Trading Profits” in their specific Managed Accounts as defined in their respective advisory agreements.

Registrant paid Ortus, Eagle, Graham, GLC, Krom and Paskewitz a monthly management fee at the annual rate of 2.0%, 2.0%, 2.5%, 2.0%, 2.0% and 2.0% respectively, of their Managed Accounts’ allocated assets as defined in their respective advisory agreements. Additionally, Registrant paid Ortus, Eagle, Graham, GLC, Krom and Paskewitz an incentive fee accrued monthly and paid quarterly of 20%, 20%, 20%, 20%, 20% and 20%, respectively, for achieving “New High Net Trading Profits” in their specific Managed Accounts as defined in their respective advisory agreements

Effective October 1, 2010, Registrant entered into an amendment to change the management and incentive fees charged to some of its Trading Advisors. Registrant will pay Eagle, Graham, Krom, and Paskewitz monthly management fees at the annual rate of 1.5%, 2.0%, 1.5%, and 1.0% respectively, of their Managed Accounts’ allocated assets as defined in the amendment to their respective Advisory Agreements. Additionally, effective October 1, 2010, Registrant will pay Eagle, Graham, Krom, and Paskewitz an incentive fee accrued monthly and paid quarterly of 25%, 20%, 25%, and 25% respectively, for achieving “New High Net Trading Profits” in their specific Managed Accounts as defined in the amendment to their respective Advisory Agreements. Effective January 1, 2011, Registrant pays Ortus’ a monthly management fee at the annual rate of 1.0% of their allocated assets as defined in the amendment to their advisory agreement. Additionally, effective January 1, 2011, Registrant pays Ortus a 25% incentive fee accrued monthly and paid quarterly for achieving “New High Net Trading Profits” as defined in the amendment to their advisory agreements.

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.

The Administrator

Spectrum Global Fund Administration, L.L.C., a Delaware limited liability company located at 33 West Monroe – Suite 1000, Chicago, IL, USA, 60603, and 8415 Pulsar Place Suite 400, Columbus, Ohio 43240. (the “Administrator”), is the administrator of Registrant and provides certain administration and accounting services pursuant to the terms of a Services Agreement with Registrant dated as of May 23, 2007. The Administrator performs or supervises the performance of services necessary for the operation and administration of Registrant (other than making investment decisions), including administrative and accounting services. Spectrum also calculates Registrant’s Net Asset Value. 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.

On December 10, 2010, AlphaMetrix360, LLC purchased the assets of Spectrum Global Fund Administration, L.L.C. The Administrator now refers to either AlphaMetrix360, LLC or Spectrum Global Fund Administration, L.L.C. depending on the applicable period discussed, See Note 10 of Registrant’s financial statements included in its annual report for the year ended December 31, 2010 (“Registrant’s 2010 Annual Report”), which is filed as an exhibit to Registrant’s Form 10-K for the fiscal year ended December 31, 2010.

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, 7 and 8 of Registrant’s 2010 Annual Report, which is filed as an exhibit to Registrant’s Form 10-K for the year ended December 31, 2010.

 

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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 (“US 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 a further discussion of Registrant’s significant accounting policies, see Note 2 to Registrant’s financial statements for the year ended December 31, 2010, which was included in the annual report on Form 10-K for the fiscal year ended December 31, 2010.

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 Condensed 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 investments at March 31, 2011, $115,007,784 or 94.65% of the Registrant’s investments are classified as Level 1 and $6,494,333 or 5.35% as Level 2. Of the Registrant’s Investments at December 31, 2010, $104,897,390 or 97.87% are classified as Level 1 and $2,284,411 or 2.13% as Level 2. There are no Level 3 investments at March 31, 2011 or December 31, 2010.

The Managing Owner has determined that it is in the best interest of the Registrant to invest a portion of non-margin assets, either directly or indirectly through certain investment funds which invest primarily in (i) U.S. government securities (which include any security issued or guaranteed as to principal or interest by the United States), (ii) any certificate of deposit for any of the foregoing, including U.S. treasury bonds, U.S. treasury bills and issues of agencies of the United States government, (iii) corporate bonds or notes, or (iv) other instruments permitted by applicable rules and regulations. At the end of each month, the Managing Owner will be paid 1/12 of 50% (a 50% annual rate) of the first 1% of the returns earned on its investment of non-margin assets. Registrant will be credited with all additional returns earned on Registrants investment of non-margin assets.

In January 2010, the Financial Accounting Standards Board amended the existing disclosure guidance on fair value measurements, which was effective for the Registrant on January 1, 2010, except for disclosures about purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements, which is effective for the Registrant on January 1, 2011. Among other things, the updated guidance requires additional disclosure for the amounts of significant transfers in and out of Level 1 and Level 2 measurements and requires certain Level 3 disclosures on a gross basis. Additionally, the updates amend existing guidance to require a greater level of disaggregated information and more robust disclosures about valuation techniques and inputs to fair value measurements. Since the amended guidance requires only additional disclosures, the adoption of the provisions effective January 1, 2011 will not impact Registrant’s financial position

 

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or results of operations. The implementation of this guidance did not have a material impact on 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 interests (“Limited Interests”) and general interests (“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 March 31, 2011 resulted in additional gross proceeds to Registrant of $170,188,090.

Limited Interests in Registrant may be subscribed or redeemed on a monthly basis.

Subscriptions and Redemptions

First Quarter 2011

Subscriptions of Limited Interests and General Interests for the First Quarter 2011 were $5,399,170 and $0, respectively. Redemptions of Limited Interests and General Interests for the First Quarter 2011 were $3,943,522 and $0, respectively.

First Quarter 2010

Subscriptions of Limited Interests and General Interests for the First Quarter 2010 were $10,760,724 and $0, respectively. Redemptions of Limited Interests and General Interests for the First Quarter 2010 were $2,153,260 and $0, respectively.

Liquidity

A portion of Registrant’s net assets were allocated to commodities trading. A 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 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 8 to Registrant’s financial statements for the year ended December 31, 2010, which is filed as an exhibit to Registrant’s 2010 Annual Report for a 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.

 

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Market Overview

Following is a market overview for First Quarter 2011 and First Quarter 2010:

First Quarter 2011

The first quarter of 2011 was challenging for the financial markets. Geopolitical tensions emanating from the Middle East and North Africa created turmoil and the earthquake and subsequent nuclear crisis in Japan roiled the markets. Despite the volatility, risk assets in general ended the quarter on a high note, maintaining the rally that began in the second half of 2010. U.S. GDP growth accelerated in the final quarter of 2010, to an annualized 3.1% rate. First quarter GDP growth appeared to be tracking below the fourth quarter pace, largely reflecting depressed activity caused by bad weather earlier in the year. In general, the economy carried the momentum from the fourth quarter and business confidence surveys climbed to new highs for the cycle. Hiring picked up and the unemployment rate fell below 9% for the first time since 2009. However, the housing market remained in the doldrums. Rising oil prices and commodity prices in general brought the focus back on inflation. With the ECB taking a hawkish stance on inflation, the markets perceived the Fed to be behind the curve.

Treasuries continued to sell off across the curve as confidence in the economic recovery continued to improve and concerns about inflation started to rise. The short end of the curve sold off more and the yield curve flattened as the prospects of rate hikes by the Fed became more likely. The Fed kept rates unchanged throughout the quarter, but expressed increased confidence in the strength and sustainability of the recovery. More importantly, some Fed officials started to talk about an exit from quantitative easing. The ECB was the most hawkish amongst the major central banks, indicating imminent rate hikes in its meeting in March and citing concern over inflation. The BOE was divided, with some members worried over elevated inflation while others were convinced that inflation was caused by temporary factors and that the economy remained fragile. Ultimately, the BOE maintained the status quo. The Bank of Japan kept key rates unchanged throughout the quarter as well.

Currencies: Increased confidence in the euro, the general rally in risk assets and the perception that the Fed was increasingly falling behind the curve resulted in the greenback’s continued decline in the first quarter. The Dollar Index dropped 4.0%, declining to its lowest level since December 2009. Among the major currencies, the euro realized the largest gains against the dollar, rising 5.9% to close above the 140 level. The British pound experienced more modest gains, appreciating 2.9% for the quarter. The Swiss franc posted a gain of 1.9%. In the immediate aftermath of the earthquake the Japanese yen appreciated to a record high, but subsequent intervention resulted in a sharp decline. The yen ended the quarter down 2.0%. The Australian and the Canadian dollar continued to rally, rising 1.2% and 2.3%, respectively.

Indices: The rally in U.S. equities continued in the first quarter, with the DowSM recording its best first quarter since 1999. Earnings continued to exceed expectations. The gains were broad based across all sectors, with technology leading the way. The Dow Jones Industrial AverageSM, S&P 500® and NASDAQ® gained approximately 6.4%, 5.4% and 4.8%, respectively for the quarter. European stocks were less exuberant. The STOXX 600, a broad measure of European equities, gained 5.8% in dollar terms, although in euro terms it was flat. The CAC, FTSE 100® and DAX® closed the quarter up approximately 4.9%, 0.2% and 1.8%, respectively. Asian markets were mixed. Japan fell, although the decline of 4.6% belied the scale of the tragedy. The Hang Seng rose 2.1% and the Korean Kospi® gained 2.7%. The Australian All Ordinaries Index posted a 1.7% increase.

Energies: Commodities had a robust quarter, not surprising given the broad based increase in global industrial demand. However, some commodities experienced corrections in the quarter after massive surges in the second half of 2010. Cotton, silver and the energy complex were among the leaders while base metals lagged. The turmoil in the Middle East sent crude oil soaring above $100 per barrel to its highest level since the summer of 2008. Crude gained 12.9% during the quarter. Heating oil and gasoline surpassed crude, rising 21.3% and 20.8%, respectively. Natural gas declined 2.8% as the market remained oversupplied.

Metals: Silver garnered the headlines in the first quarter, rising 22.6% to its highest level since 1980. Gold eked out a modest gain of 1.2%. Base metals were mixed. While aluminum and nickel recorded gains of 7.2% and 5.4%, respectively, copper and zinc suffered losses of 3.2% and 3.8%, respectively.

Agriculturals / Softs and Livestock: Cotton realized the largest gains among agricultural commodities rising 39.4%, surpassing the record high set during the Civil War. Corn registered a strong gain of 9.9% as higher gasoline prices created more demand for ethanol. Live cattle and lean hogs also recorded strong gains. Soybeans, wheat and sugar lost ground during the quarter.

 

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First Quarter 2010

The first quarter of 2010 ushered in increasing evidence that a global economy recovery was gaining ground. The fourth-quarter U.S. Gross Domestic Product data, which was released early in the first quarter, showed the economy growing at an annual rate of 5.6%, the highest rate since the third quarter of 2003. The momentum appears to have continued in the first quarter of 2010. While inventory swings provided the biggest boost to growth in the fourth quarter, consumer spending appears to have gained strength in the first quarter. Most importantly, the labor market gave some signs of hope. Payroll employment actually showed a gain in the first quarter, albeit modest and partly boosted by the temporary hiring of US Census workers. The job market appears to be stabilizing, although the pace of improvement has been glacial.

Notwithstanding growing confidence in the U.S. economic recovery and increasing signs of acceleration in global growth, U.S. Treasuries held steady during the quarter. The 10-year yield ended the quarter at 3.8%. The U.S. Federal Reserve (the “Fed”) kept the Fed Funds rate unchanged and there were no indications of imminent change in interest rate policy. However, the Fed hiked the lending rate on its discount window in February, signaling the diminishing need for various discount window and other extraordinary lending programs that began in 2008. The European Central Bank, the Bank of England and the Bank of Japan kept key rates unchanged through the quarter as well. The Reserve Bank of Australia continued its rate hike cycle that began late in 2009 as the Australian economy and labor markets strengthened on the back of strong demand for commodities.

Currencies: The US dollar rally that began in December 2009 accelerated through the first quarter of 2010, largely because of troubles surrounding the euro as well the strong outperformance of the U.S. economy in comparison to its major developed market counterparts. The Dollar Index gained approximately 4.0%. The U.S. dollar appreciated against the euro as the swirling storm clouds of the PIGS crisis darkened and doubts about the future of the European Monetary Union gained credibility. The euro finished the quarter down approximately 5.6% against the dollar. The British pound fared worse as the lack of economic recovery, coupled with uncomfortably high inflation, created a difficult environment in the United Kingdom as the pound declined 6.1%. The Japanese yen held stable and ended the quarter down 0.3% to the U.S. dollar. The Australian and Canadian dollars continued their upward trajectories as both economies have significant commodity industries and solid economic growth. The Australian and Canadian dollars climbed 2.1% and 2.9%, respectively, against the U.S. dollar.

Indices: Global equities suffered a hiccup in January triggered by the PIGS crisis but easily overcame the poor quarterly start on the back of robust earnings data and signs of a broadening recovery. Financials continued their strength in earnings into the first quarter. The Dow Jones Industrial Average, S&P 500 and NASDAQ rose approximately 4.1%, 4.9% and 5.7%, respectively. European equities, weighed down by problems in Greece, lagged U.S. equities. The STOXX 600, a broad measure of European equities, rose approximately 4.1%. The CAC, FTSE and DAX closed the quarter with gains of approximately 1.0%, 4.9% and 3.3%, respectively. Asian markets were mixed. Japan’s Nikkei surged 5.2%, the Korean Kospi edged up slightly but the Hang Seng declined 2.9%. The Australian All Ordinaries Index posted a modest 0.2% gain.

Energies: During the quarter, industrial commodities benefited from the global industrial recovery and inventory building; however, agricultural commodities declined on unexpectedly strong crop reports. Crude continued to increase and gained 5.5% on the back of rising international trade and stabilizing transportation demand in the developed countries. Natural gas plunged 30.6% as rig counts surged and production escalated. Heating oil ended the quarter with an approximate 2.2% gain and reformulated gasoline had a solid quarter, rising approximately 12.6%. Part of the strength in refined products is contributable to fact that Venezuela appears to have become a net importer of gasoline and its exports of other refined products recently fell.

Metals: Gold posted a 1.6% gain during the quarter, although the U.S. dollar remained the preferred safe haven. With the tailwind of rising industrial demand, silver gained 4.2%. With the exception of zinc, base metals advanced during the quarter as global industrial production, especially auto production, accelerated. Copper, aluminum and nickel ended the quarter with gains of 6.6%, 4.2% and 34.9%, respectively.

Agriculturals/Softs and Livestock: Agricultural commodities experienced a sell-off during the quarter. Except for coffee and cotton which benefited from global economic conditions, the agricultural commodities were adversely affected by fundamentals such as unexpectedly strong reports of harvest, storage and planting. As the fears of damage to harvests from the unusually cold weather abated, grains sold off swiftly. Sugar plummeted over 38% from near 30-year highs, reflecting large speculative positioning and better-than-expected yields in India and Brazil. To end the quarter, live cattle and hogs posted strong returns of approximately 12.3% and 11.8%, respectively.

 

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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 First Quarter 2011 and 2010, 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 First Quarter 2011 and 2010.

First Quarter 2011

As of March 31, 2011, the allocation of Registrant’s assets to major sectors was as follows:

 

Sector

   Allocation  

Currencies

     51.69

Energies

     5.73

Grains

     7.21

Indices

     10.25

Interest Rates

     11.33

Meats

     0.26

Metals

     12.10

Tropicals

     1.43 % 

TOTAL

     100.00

Trading results for the major sectors in which Registrant traded for First Quarter 2011 were as follows:

Currencies: (-) Registrant experienced a majority of its gains in the Australian dollar, Canadian dollar, Euro and the Swedish krona. The majority of losses were experienced in the Japanese yen as well as the Swiss franc and British pound.

Energies: (+) Registrant experienced gains in heating oil, Brent crude and reformulated gasoline. The majority of losses were experienced in crude oil and natural gas.

Grains: (+) Registrant experienced gains in corn and cotton. The majority of losses were experienced in soybeans and wheat.

Indices: (-) Registrant experienced gains in the S&P 500® and NASDAX. The majority of losses were incurred in the Nikkei®, DJ STOXX 50® and DAX®.

Interest Rates: (-) Registrant experienced small gains short sterling. The majority of losses were experienced in Eurodollar, Treasury Notes, Japanese Government Bonds and German Bund.

Meats: (+) Registrant experienced gains in live cattle and live hogs.

Metals: (-) Registrant experienced gains in silver, zinc and nickel. Losses were incurred in gold, aluminum and copper.

Softs: (-) Registrant experienced gains in coffee and cocoa. Losses were incurred in sugar.

 

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First Quarter 2010

As of March 31, 2010, the allocation of Registrant’s assets to major sectors was as follows:

 

Sector

   Allocation  

Currencies

     48.64

Energies

     8.87

Grains

     4.50

Indices

     17.14

Interest Rates

     9.86

Meats

     0.34

Metals

     8.41

Tropicals

     2.24 % 

TOTAL

     100.00

Trading results for the major sectors in which Registrant traded for First Quarter 2010 were as follows:

Currencies: (+) Registrant experienced a majority of its gains in the British pound, Australian dollar and Euro. The majority of losses were experienced in the New Zealand dollar, Canadian dollar, Chilean peso and Swiss franc.

Energies: (-) Registrant experienced gains in natural gas. Losses were incurred in crude, brent crude, gas oil, heating oil and reformulated gasoline.

Grains: (-) Registrant experienced gains in corn and wheat. Losses were incurred in bean oil, soybeans and soybean meal.

Indices: (-) Registrant experienced a majority of its gains in the Dow Jones Industrial Average, Nikkei and S&P 500. Losses were incurred in the CAC, Hang Seng, IBEX, Nasdaq and Taiwan Index.

Interest Rates: (+) Registrant experienced a majority of its gains in Euribor, Eurodollar, German Bobl, German Bund and short sterling. The majority of losses were experienced in Japanese Government Bonds, London Gilt and U.S. Treasury Notes.

Meats: (+) Registrant experienced gains in live cattle. Losses were incurred in live hogs.

Metals: (-) Registrant experienced gains in nickel, silver, platinum and palladium. Losses were incurred in gold, aluminum, copper and zinc.

Softs: (-) Registrant experienced gains in rubber and citrus. Losses were incurred in coffee, cocoa and sugar.

Results of Operations

First Quarter 2011

The Net Asset Value per Interest of Class I as of March 31, 2011 was $124.79, a decrease of $3.18 from the December 31, 2010 Net Asset Value per Interest of $127.97.

The Net Asset Value per Interest of Class II as of March 31, 2011 was $133.83, a decrease of $2.72 from the December 31, 2010 Net Asset Value per Interest of $136.55.

Registrant’s average net asset level during the First Quarter 2011 was approximately $150,292,000, an increase of approximately $21,040,000 as compared to the First Quarter 2010, primarily due to the effect of additional subscriptions and positive trading performance during 2010.

 

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Registrant’s performance for Class I and Class II for the First Quarter 2011 was (2.48)% and (1.99)%, 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 losses before commissions and related fees for the First Quarter 2011 were approximately $(1,039,000). Registrant losses from its investment in an affiliated investment fund were approximately $(474,000).

Dividend income for the First Quarter 2011 was approximately $600,000, an increase of approximately $600,000, as compared to the First Quarter 2010, as the Registrant began earning dividend income on the investment of non-margin assets in investment funds starting October 2010. For a further discussion of these investments, see Note 4 of Registrant’s 2010 Annual Report, which is filed as an exhibit to Registrant’s Form 10-K for the fiscal year ended December 31, 2010.

Brokerage Commissions and other transaction fees for the First Quarter 2011 were approximately $136,000, a decrease of approximately $98,000 as compared to the First Quarter 2010, primarily due to decreased trading volumes and the change in structure regarding GRM as discussed above.

Management fees to the Trading Advisors for the First Quarter 2011 were approximately $433,000, a decrease of approximately $218,000 as compared to the First Quarter 2010, primarily due change in management fee rates charged by the Trading Advisors and the change in structure regarding GRM as discussed above.

Management fees to the Managing Owner for the First Quarter 2011 were approximately $191,000, an increase of approximately $27,000 as compared to the First Quarter 2010, primarily due to increase in average net asset levels discussed above.

ClariTy Managed Account fees for the First Quarter 2011 were approximately $95,000, an increase of approximately $95,000 as compared to the First Quarter 2010, as the Registrant began paying a fee to ClariTy in October 2010. For a further discussion of this fee, See Note 4 of Registrant’s 2010 Annual Report, which is filed as an exhibit to Registrant’s Form 10-K for the fiscal year ended December 31, 2010.

Service Fees for the First Quarter 2011 were approximately $670,000, a decrease of approximately $23,000 as compared to First Quarter 2010, primarily due to the decrease in initial upfront 2% sales commission earned on Class I units sold. Sales Commissions for the First Quarter 2011 were approximately $381,000, an increase of approximately $54,000 as compared to the First Quarter 2010, primarily due to 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 First Quarter 2011 were approximately $406,000.

Managing Owner fees earned on investment funds for the First Quarter 2011 were approximately $191,000, an increase of approximately $191,000 as compared to the First Quarter 2010, as the Managing Owner began earning a fee on the return of the investment of non-margin assets in October 2010. For a further discussion of this fee, See Note 4 of Registrant’s 2010 Annual Report, which is filed as an exhibit to Registrant’s Form 10-K for the fiscal year ended December 31, 2010.

Operating expenses were approximately $191,000 for the First Quarter 2011. 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 $94,000 for the First Quarter 2011.

First Quarter 2010

The Net Asset Value per Interest of Class I as of March 31, 2010 was $121.85, a decrease of $2.84 from the December 31, 2009 Net Asset Value per Interest of $124.69.

The Net Asset Value per Interest of Class II as of March 31, 2010 was $128.19, a decrease of $2.19 from the December 31, 2009 Net Asset Value per Interest of $130.38.

Registrant’s average net asset level during the First Quarter 2010 was approximately $129,252,000, an increase of approximately $8,390,000 as compared to the First Quarter 2009, primarily due to the effect of additional subscriptions.

 

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Registrant’s performance for Class I and Class II for the First Quarter 2010 was (2.28)% and (1.68)%, 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 losses before commissions and related fees for the First Quarter 2010 were approximately $(226,000).

Commissions and other transaction fees for the First Quarter 2010 were approximately $234,000, an increase of approximately $130,000 as compared to the First Quarter 2009, primarily due to increased trading volumes and an increase in average net asset levels discussed above.

Management fees to the Trading Advisors for the First Quarter 2010 were approximately $651,000, a decrease of approximately $17,000 as compared to the First Quarter 2009, primarily due to an increase in average net asset levels discussed above.

Service Fees and Sales Commissions for the First Quarter 2010 were approximately $693,000 and $327,000, respectively. An increase of approximately $150,000 and $17,000, respectively, as compared to First Quarter 2009 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 First Quarter 2010 were approximately $257,000.

Operating expenses were approximately $167,000 for the First Quarter 2010. 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 $20,000 for the First Quarter 2010, a decrease of approximately $108,000 as compared to the First Quarter 2009, primarily due to a onetime accounting adjustment in April 1, 2008 which more than offset the increase in average net asset levels discussed above.

Inflation

Inflation has had no material impact on the operations or on the financial condition of Registrant from inception through March 31, 2011.

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, 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 to Registrant’s financial statements for the year ended December 31, 2010, which is filed as an exhibit to Registrant’s annual report on Form 10-K for the fiscal year ended December 31, 2010.

 

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Item 3. 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.

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.

 

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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 March 31, 2011 and December 31, 2010. All open position trading risk exposures of Registrant have been included in calculating the figure set forth below. At March 31, 2011 and December 31, 2010, Registrant had total capitalizations of approximately $147 million and $150 million, respectively.

 

     March 31, 2011     December 31, 2010  

Market Sector

   Value at Risk      % of Total
Capitalization
    Value at Risk      % of Total
Capitalization
 

Interest rates

   $ 1,567,130         1.06   $ 522,734         0.35

Currencies

   $ 7,150,154         4.85   $ 5,142,754         3.43

Commodities

   $ 3,697,113         2.51   $ 4,036,258         2.69

Stock indices

   $ 1,417,048         0.96   $ 3,341,705         2.23
                                  

Total

   $ 13,831,445         9.38   $ 13,043,451         8.70
                                  

The following table presents the average trading value at risk of Registrant’s open positions by market sector for First Quarter 2011 and 2010 based upon Registrant’s total average capitalization of approximately $150 million and $132 million, respectively.

 

     First Quarter 2011     First Quarter 2010  

Market Sector

   Value at Risk      % of Total
Capitalization
    Value at Risk      % of Total
Capitalization
 

Interest rates

   $ 1,450,134         0.96   $ 1,899,384         1.44

Currencies

   $ 6,536,559         4.35   $ 8,383,005         6.34

Commodities

   $ 3,878,837         2.58   $ 4,065,547         3.07

Stock indices

   $ 2,585,096         1.72   $ 2,761,956         2.09
                                  

Total

   $ 14,450,626         9.61   $ 17,109,892         12.94
                                  

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 are one of which could cause the actual results of Registrant’s risk controls to differ materially from the objectives of such

 

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strategies. Government interventions, defaults and expropriations, illiquid markets the emergence of dominant fundamental factors, political upheavals, changes in historical price relationships, an influx of new market participants, increased regulation and many other factors could result in material losses as well as in material changes to the risk exposures and the risk management strategies of 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 First Quarter 2011, Registrant experienced an increase in its value at risk, relative to capitalization levels, as compared with the value at risk at December 31, 2010. Increases in trading value at risk were experienced across interest rates and currencies during First Quarter 2011.

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.

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

At March 31, 2011, Registrant’s primary exposure to non-trading market risk resulted from foreign currency balances held in Euro, British Pound, and Japanese Yen. As discussed above, these balances, as well as any risk they represent, are immaterial.

 

Item 4. 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 under 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.

 

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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 March 31, 2011. Based on the evaluation, the Managing Owner’s Co-Chief Executive Officers and Director of Fund Administration have concluded that, Registrant’s disclosure controls and procedures were effective.

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 First Quarter 2011 that have materially affected, or are reasonably likely to materially affect, Registrant’s internal control over financial reporting.

PART II – OTHER INFORMATION

 

Item 1. 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 1.A. Risk Factors

There have been no changes from risk factors as previously disclosed in Registrant’s Form 10-K for the fiscal year ended December 31, 2010.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The following table presents sales of unregistered interests (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 March 31, 2011.

 

     Amount of  

Date of Sale

   Units Sold      Cash Received  

March 10, 2005

     10       $ 1,000   

December 1, 2005

     3,080       $ 308,000   

January 1, 2006

     765       $ 74,535   

February 1, 2006

     416       $ 40,000   

March 1, 2006

     256       $ 24,489   

April 1, 2006

     223       $ 21,560   

May 1, 2006

     265       $ 27,537   

June 1, 2006

     454       $ 47,400   

July 1, 2006

     575       $ 59,000   

August 1, 2006

     530       $ 52,350   

September 1, 2006

     403       $ 39,200   

October 1, 2006

     374       $ 36,000   

November 1, 2006

     189       $ 18,000   

December 1, 2006

     11       $ 1,000   

January 1, 2007

     62       $ 6,000   

February 1, 2007

     217       $ 21,000   

March 1, 2007

     109       $ 10,000   

August 1, 2007

     30       $ 3,000   

September 1, 2007

     10       $ 1,000   

October 1, 2007

     49       $ 5,000   

November 1, 2007

     28       $ 3,000   

December 1, 2007

     19       $ 2,000   

January 1, 2008

     265       $ 29,000   

March 1, 2008

     113       $ 15,000   

April 1, 2008

     258       $ 40,000   

 

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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   

Prior to December 1, 2008 Registrant was a publicly offered commodity pool and the Managing Owner was required to hold an interest in Registrant; therefore, sales of the Managing Owner’s interest qualified as unregistered sales of securities. From December 1, 2008 through March 31, 2011 all sales of interest qualify as unregistered sales due to Registrant offered as a private placement. The aggregate sale of Units in this time period was approximately 480,780.1542 Units amounting to approximately $59,627,575.

 

Item 3. Defaults Upon Senior Securities

None

 

Item 5. Other Information

None

 

Item 6. Exhibits:

 

3.1   

Third Amended and Restated Declaration of Trust Agreement of World Monitor Trust III dated December 1, 2008 (incorporated by reference to Exhibit 13.1 to Registrant’s Form 10-K for the year ended December 31, 2009)

4.2   

Subscription Requirements (annexed to the Prospectus as Exhibit B and incorporated by reference to Exhibit 4.2 to the Trust’s Post-Effective Amendment No. 3 on S-1 Registration Statement, File No. 333-119612, filed with the Commission on April 25, 2006)

4.3   

Subscription instructions, Form of Subscription Agreement and Power of Attorney (annexed to the Prospectus as Exhibit C and incorporated by reference to Exhibit 4.3 to the Trust’s Post-Effective Amendment No. 3 on S-1 Registration Statement, File No. 333-119612, filed with the Commission on April 25, 2006)

4.4   

Form of Privacy Notices of the Managing Owner dated December 2010 (incorporated by reference to Exhibit 4.4 to Registrant’s Annual Report on Form 10-K for the year ended December 31, 2010)

10.1   

Form of Subscription Escrow Agreement (incorporated by reference to Exhibit 10.1 to the Trust’s Pre-Effective Amendment No. 2 on S-1 Registration Statement, File No. 333-119612, filed with the Commission on March 14, 2005)

10.2   

Form of Advisory Agreement among WMT III Series G/J Trading Vehicle LLC, the Managing Owner and Graham Capital Management, L.P. (incorporated by reference to Exhibit 10.2 to the Trust’s Pre-Effective Amendment No. 2 on S-1 Registration Statement, File No. 333-119612, filed with the Commission on March 14, 2005)

10.3   

Form of Advisory Agreement among World Monitor Trust III – Series J, the Managing Owner and Eagle Trading Systems Inc. (incorporated by reference to Exhibit 10.3 to the Trust’s Post-Effective Amendment No. 6 to Form S-1 Registration Statement, File No. 333-119612, filed with the Commission on April 10, 2007)

10.4   

Form of Advisory Agreement among World Monitor Trust III – Series J, the Managing Owner and Ortus Capital Management (Cayman) Limited (incorporated by reference to Exhibit 10.4 to the Trust’s Post-Effective Amendment No. 8 to Form S-1 Registration Statement, File No. 333-119612, filed with the Commission on April 25, 2007)

10.5   

Form of Customer Agreement between the WMT III Series G/J Trading Vehicle LLC and UBS Securities LLC (incorporated by reference to Exhibit 10.5 to the Trust’s Pre-Effective Amendment No. 2 on S-1 Registration Statement, File No. 333-119612, filed with the Commission on March 14, 2005)

 

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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)

10.14   

Advisory Agreement dated March 24, 2010 by and among, World Monitor Trust III – Series J, Kenmar Preferred Investments Corp. and Tudor Investment Corporation (incorporated by reference to Exhibit 10.9 to Registrant’s Form 8-K, File No. 000-51651, filed with the Commission on March 26, 2010)

10.15   

Advisory Agreement dated March 24, 2010 by and among, World Monitor Trust III – Series J, Kenmar Preferred Investments Corp. and Paskewitz Asset Management, LLC (incorporated by reference to Exhibit 10.10 to Registrant’s Form 8-K, File No. 000-51651, filed with the Commission on March 26, 2010)

10.16   

Amendment No. 1 dated September 29, 2010, with an effective date of October 1, 2010, to the Advisory Agreement dated November 28, 2008, by and among, World Monitor Trust III – Series J, Kenmar Preferred Investments Corp. and Eagle Trading Systems Inc. (incorporated by reference to Exhibit 10.16 to Registrant’s Form 8-K, File No. 000-51651, filed with the Commission on October 1, 2010)

10.17   

Amendment No. 1 dated September 29, 2010, with an effective date of October 1, 2010, to the Advisory Agreement dated November 28, 2008, by and among, World Monitor Trust III – Series J, Kenmar Preferred Investments Corp. and Graham Capital Management, L.P. (incorporated by reference to Exhibit 10.17 to Registrant’s Form 8-K, File No. 000-51651, filed with the Commission on October 1, 2010)

10.18   

Amendment No. 1 dated September 29, 2010, with an effective date of October 1, 2010, to the Advisory Agreement dated July 1, 2009, by and among, World Monitor Trust III – Series J, Kenmar Preferred Investments Corp. and Krom River Investment Management (Cayman) Limited and Krom River Trading AG (incorporated by reference to Exhibit 10.18 to Registrant’s Form 8-K, File No. 000-51651, filed with the Commission on October 1, 2010)

 

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10.19   

Amendment No. 1 dated September 29, 2010, with an effective date of October 1, 2010, to the Advisory Agreement dated March 24, 2010 by and among, World Monitor Trust III – Series J, Kenmar Preferred Investments Corp. and Paskewitz Asset Management, LLC (incorporated by reference to Exhibit 10.19 to Registrant’s Form 8-K, File No. 000-5161, filed with the Commission on October 1, 2010)

10.20   

Amendment No. 1 dated September 29, 2010, with an effective date of January 1, 2011, to the Advisory Agreement dated May 28, 2009, by and among, World Monitor Trust III – Series J, Kenmar Preferred Investments Corp. and Ortus Capital Management Limited (incorporated by reference to Exhibit 10.20 to Registrant’s Form 8-K, File No. 000-5161, filed with the Commission on October 1, 2010)

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 (incorporated by reference to Exhibit 14.1 to Registrant’s Annual Report on form 10-K for the year ended December 31, 2010)

31.1   

Certification pursuant to Exchange Act Rules 13a-14 and 15d-14 (filed herewith)

31.2   

Certification pursuant to Exchange Act Rules 13a-14 and 15d-14 (filed herewith)

32.1   

Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith)

32.2   

Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith)

99.3   

Notice to Unitholders of Administration Agreement and Middle/Back Office Agreement between GlobeOp Financial Services LLC and World Monitor Trust III – Series J (incorporated by reference to Exhibit 99.3 to Registrant’s Form 8-K, File No. 000-5161, filed with the Commission on February 28, 2011)

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

 

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SIGNATURES

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.

 

WORLD MONITOR TRUST III – SERIES J

By:

 

Kenmar Preferred Investments Corp.,

its Managing Owner

 

By:

 

/s/ Kenneth A. Shewer

    

Date: May 13, 2011

   

 Name:

  

Kenneth A. Shewer

    
   

 Title:

  

Co-Chief Executive Officer

(Principal Executive Officer)

    
 

By:

 

/s/ David K. Spohr

    

Date: May 13, 2011

   

 Name:

  

David K. Spohr

    
   

 Title:

  

Senior Vice President and Director of Fund Administration

(Principal Financial/Accounting Officer)

    

 

 

 

 

 

 

 

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