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EX-32.1 - World Monitor Trust III - Series Jex32-1.htm
EX-31.1 - World Monitor Trust III - Series Jex31-1.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K

 

(Mark One)

 

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

 

For the fiscal year ended:   December 31, 2017

 

OR

 

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

 

For the transition period from ________________________________________________ to _______________________________________________

 

Commission File Number:   000-51651

 

WORLD MONITOR TRUST III – SERIES J
(Exact name of the Registrant as specified in its charter)

 

Delaware 20-2446281   
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)

 

680 Fifth Avenue, Suite 1901, New York, New York 10019   
(Address of principal executive offices) (Zip Code)

 

(212) 596-3480
(The Registrant’s telephone number, including area code)

 

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

 

None

 

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

 

Series J Units of Beneficial Interest, Class I
(Title of class)

 

Series J Units of Beneficial Interest, Class II
(Title of class)

 

Series J Units of Beneficial Interest, Class III
(Title of class)

 

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

 

Yes o No x

 

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

 

Yes o No x

 

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

 

Yes x No o

 

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 x No o

 

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

 

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

 

  Large accelerated filer o Accelerated filer o
  Non-accelerated filer x Smaller Reporting Company o

 

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

 

Yes o No x

 

The Registrant has no voting shares or public float. The value of Units in the Registrant as of December 31, 2017 is $6,176,077.22.

 

As of February 1, 2018, there were 77,410.76 Unitholders’ Units outstanding.

 

 

WORLD MONITOR TRUST III – SERIES J

(a Delaware Business Trust)

 

 

 

TABLE OF CONTENTS

 

 

 

    PAGE
PART I    
     
Item 1. Business 3
     
Item 1A. Risk Factors 10
     
Item 1B. Unresolved Staff Comments 27
     
Item 2. Properties 27
     
Item 3. Legal Proceedings 27
     
Item 4. Mine Safety Disclosures 27
     
PART II    
     
Item 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 28
     
Item 6. Selected Financial Data 29
     
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 29
     
Item 7A. Quantitative and Qualitative Disclosures About Market Risk 40
     
Item 8. Financial Statements and Supplementary Data 43
     
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 44
     
Item 9A. Controls and Procedures 44
     
Item 9B. Other Information 45
     
PART III    
     
Item 10. Directors, Executive Officers and Corporate Governance 45
     
Item 11. Executive Compensation 46
     
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 46
     
Item 13. Certain Relationships and Related Transactions, and Director Independence 47
     
Item 14. Principal Accounting Fees and Services 47
     
PART IV    
     
Item 15. Exhibits, Financial Statements Schedules 48
     
  Financial Statements and Financial Statements Schedules 48
     
  Exhibits 48
     
SIGNATURES 76

2

PART I

 

ITEM 1.BUSINESS

 

Introduction

 

General

 

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

 

The Trust’s Units were initially offered in four (4) separate and distinct Series: Series G, Series H, Series I and Series J (the Registrant”). The Trust may issue additional Series of Units in the future. Each Series will continue to exist until terminated pursuant to the provisions of Article XIII of the Fifth Amended and Restated Declaration of Trust and Trust Agreement (the “Trust Agreement”). Series were offered in Units of three classes (each, a “Class”) – Class I, Class II and Class III. 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”) (see Note 5 of the Registrant’s financial statements included in its Annual Report for the year ended December 31, 2017 (the “Registrant’s 2017 Annual Report”), which is filed as an exhibit hereto). Class III Units are only available in Series J.

 

Series G, H, I and J commenced trading operations on December 1, 2005.

 

Units are offered as of the beginning of each month, and Units will continue to be offered in each Series until the maximum amount of each Series’ Units which are registered are sold. The Managing Owner may suspend or terminate the offering of Units of any Series at any time or extend the offering by registering additional Units. The Managing Owner terminated the offering of Units of Series H and Series I effective March 31, 2007 and dissolved Series H and Series I effective close of business on April 30, 2007. The Managing Owner terminated the offering of Units of Series G on December 31, 2007 and dissolved Series G effective close of business on December 31, 2007.

 

Managing Owner and its Affiliates

 

Effective March 17, 2014, Kenmar Preferred Investments, L.P. changed its name and form of entity to Kenmar Preferred Investments, LLC (“Kenmar Preferred” or the “Managing Owner”). Kenmar Preferred or Managing Owner refers to either Kenmar Preferred Investments, L.P. or Kenmar Preferred Investments, LLC depending on the applicable period discussed. Kenmar Preferred is the Managing Owner of the Registrant.

 

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

 

The Registrant reimburses the Managing Owner for services it performs for the Registrant, which include, but are not limited to: management, legal, accounting, registrar, transfer and assignment functions, investor communications, printing, postage and related services with respect to monitoring the Trust and other administrative services. The Registrant paid a monthly fee until September 30, 2017 to Clarity Managed Account & Analytics Platform, L.P., who effective March 17, 2014 changed its name and form of entity to Clarity Managed Account & Analytics Platform, LLC (“Clarity”), an affiliate of the Managing Owner, for risk management and related services with respect to monitoring the Trading Advisors. Clarity refers to either Clarity Managed Account & Analytics Platform, L.P. or Clarity Managed Account & Analytics Platform, LLC, depending on the applicable period discussed.

 

The Offering

 

Units are being offered to investors who meet certain established suitability standards. Prior to November 30, 2008, investments required a minimum aggregate initial subscription of $5,000 and $2,000 for certain Benefit Plan Investors (including IRAs), although the minimum purchase for any single series was $500. Effective December 1, 2008, the minimum initial investment for new subscribers is $25,000 ($10,000 for benefit plan investors (including IRAs)) and the minimum additional subscription amount for current investors, who are “accredited investors,” is $5,000.

3

Effective November 30, 2008, the Board of Directors of the Managing Owner of the Registrant determined that the Registrant’s Units are no longer to be publicly offered and are only to be available on a private placement basis to accredited investors pursuant to Regulation D under the Securities Act of 1933 (the “Securities Act”). This change in the manner in which the Registrant’s Units are offered has no material impact to current investors as there is no change in the fees and expenses and redemption terms of the Units or any change in the management and investment strategy and reporting provided to investors of the Registrant. New subscriptions must be made by persons that are accredited investors. Current investors that are not accredited investors are not required to redeem their current Units, but are not able to purchase additional Units.

 

Initially, the Units for each Series were offered for a period ending November 30, 2005 (“Initial Offering Period”) at $100 per Unit. The subscription minimum of $30,000,000 for the Registrant was reached during the Initial Offering Period permitting all of Series G, H, I and J to commence trading operations. The Registrant completed its initial offering on December 1, 2005 with gross proceeds of $31,024,443, which was fully allocated to the trading vehicles. Series H and Series I Units were fully redeemed as of April 30, 2007 and Series G’s Units as of December 31, 2007. Up to $281,250,000 Series J, Class I and $93,750,000 Series J, Class II Units are being offered (totaling $375,000,000) (“Subscription Maximum”).

 

Effective February 1, 2017, KMP Futures Fund I, LLC (“KMPFF”), a Delaware Limited Liability Company contributed all of its assets into the Registrant. Members in KMPFF received a pro rata in-kind distribution of the Series J units effective February 1, 2017 , which resulted for all Members in KMPFF to receive a direct ownership interest in Series J under a new class of units Class III.

 

The Trading Advisors and the Trading Vehicles

 

The Registrant allocates a portion of its net assets (“Allocated Assets”) to commodity trading advisors (each, a “Trading Advisor” and collectively, the “Trading Advisors”). Each Trading Advisor manages a portion of the Allocated Assets of the Registrant and makes the trading decisions with respect to those Allocated Assets. The Managing Owner may terminate any current Trading Advisor or select new trading advisors from time to time in its sole discretion. In the future, the Managing Owner may determine to access certain Trading Advisors through separate investee pools.

 

In general, the Registrant expects to access the Trading Advisors through various series of CTA Choice Fund LLC (“CTA Choice”). CTA Choice is an “umbrella fund” having multiple segregated series, each of which is referred to herein as a “CTA Fund” or an “Affiliated Investment Fund”. Each CTA Fund has its own clearly-defined investment objective and strategies that are implemented by a Trading Advisor. Clarity, an affiliate of the Managing Owner, is the managing member of CTA Choice. From January 1, 2015 to April 30, 2015, the Registrant allocated approximately one quarter of its Allocated Assets to each of the following CTA Funds:

 

CTA Choice EGLG (“EGLG”), managed by Eagle Trading Systems Inc. (“Eagle”), pursuant to its Global Program, which is a systematic, technical long term diversified program;

 

CTA Choice ELL (“ELL”), managed by Ellington Management Group, LLC (“Ellington”), pursuant to its Global Macro Trading Program, which is a discretionary, fundamental, event driven program.

 

CTA Choice FRT (“FRT”), managed by managed by Fort, L.P. (“Fort”), Global Diversified Program;

 

CTA Choice RDOK (“RDOK”), managed by Red Oak Commodity Advisors, Inc. (“Red Oak”), pursuant to its Fundamental Trading Program, which is a Diversified, Discretionary trading program; and

 

Effective May 1, 2015 to December 31, 2015, the Registrant allocated approximately one-sixth of its Allocated Assets to each ELL, FRT, RDOK, CTA Choice QNTM, CTA Choice SCT and CTA Choice WTN after fully redeeming from EGLG:

 

CTA Choice QNTM (“QNTM”), managed by Quantmetrics Capital Management LLP (“Quantmetrics”), pursuant to its QM Multi Strategy Program, which is a which is a quantitative short term directional futures strategy program;

 

CTA Choice SCT (“SCT”), managed by SCT Capital Management Inc. (“SCT Capital”), pursuant to its AQT1X Trading Program, which is a broadly diversified program; and

 

CTA Choice WTN (“WTN”), managed by Winton Capital Management Limited (“Winton”), pursuant to its Diversified Program, which is a systematic, technical diversified program.

4

Effective January 1, 2016, the Registrant allocated approximately one-quarter of its Allocated Assets to each FRT, RDOK, QNTM and CTA Choice KEY managed by KeyQuant S.A.S (“KeyQuant”), pursuant to its Key Trends Program, after fully redeeming from ELL, SCT and WTN:

 

Eagle’s Global Program is a technical, trend-following system developed, based on Eagle’s extensive experience in observing and trading the global markets, to capture a well-structured trading philosophy. The trading philosophy incorporates trend following elements, money management principles, predetermined risk parameters and volatility adjustment features. The system is designed to trade in a wide range of global futures markets—currencies, fixed income, energies, commodities and stock indices—that exhibit orderly intermediate and long-term trends, and adjust to changes in market environment with no predetermined allocation to any one sector. Eagle analyzes typical behavior and volatility patterns of various markets. The system seeks markets with potentially good risk/reward profiles while attempting to avoid markets characterized by excessive volatility and sharp price corrections. An attempt is made to participate in markets which exhibit favorable “signal to noise” characteristics. Money management and risk control disciplines serve to attempt to limit downside risk.

 

Ellington’s Global Macro Trading Program primarily invests by taking both long and short positions in global currency, fixed income, commodity and equity markets through a wide range of derivative instruments and direct investments. Ellington will, from time to time, make extensive use of derivative instruments, including, without limitation, futures and forwards contracts and options on global currencies, commodities, fixed income and equity securities and security indices; interest rate derivatives (such as swaps, caps and floors); credit default swaps; options on any of the foregoing; and other over-the-counter and exchange-traded derivatives.

 

Fort’s Global Diversified Trading Program consists of three separate strategy components: (i) trend anticipating; (ii) trend following; and (iii) short term mean reversion. Fort’s investment objective is to achieve attractive absolute returns and reduced volatility of returns primarily through trading a broad spectrum of futures contracts, including short-term interest rates, bonds, currencies, stock indices, energy and metals. Fort has designed its Trading Program in an attempt to produce high quality risk adjusted returns with a low correlation to broad based equity markets such as the S&P 500 or the MSCI world index. In an attempt to reduce volatility, the trading program is not constructed based primarily on one-sided exposure to a particular market factor, such as long exposure to equity investments.

 

KeyQuant’s Key Trends program is a medium to long-term trend following trading program. Analysis allows capturing major economic cycles. The Trading Program aims to profit more from market trends thanks to its continuous analysis of trends. Moreover, the Trading Program offers a unique portfolio allocation mechanism known as the GEF. In the case of an uncertain economic scenario, the GEF systematically adjusts the volatility target downwards to account for uncertainty in trends.

 

Quantmetrics’ QM Multi Strategy Program follows the QM Directional Strategy and the QM Premier Strategy. The QM Directional Strategy is a quantitative short term directional futures strategy. The strategy trades futures and foreign exchange with a holding period ranging from 5 minutes to a few days. The aim is to provide investors with long-term capital appreciation by realizing many short-term gains across a number of different asset classes. The investment approach identifies and captures market inefficiencies using statistical and econometric models. As the models selectively choose the timing of the trades, it is ideally positioned to benefit from liquidity driven price shocks. The QM Premier Strategy is a quantitative market neutral futures strategy. The strategy trades futures with a holding period from 20 minutes to 1 day. The aim is to provide investors with long-term capital appreciation by seeking to profit from short term liquidity imbalances in pairs of equity index futures. The investment approach identifies and captures market inefficiencies using statistical and econometric models. Disciplined risk management is built into each trading algorithm, with time stops strictly adhered to.

 

Red Oak’s Fundamental Trading Program is driven by fundamentals: specifically, its strategy is grounded in Red Oak’s principals’ experience in and knowledge of the different commodity and commodity-related markets and the various fundamental factors which affect each of such markets. Thus, unlike many trading strategies now being employed by managed futures professionals, Red Oak’s approach is neither technically-based nor trend-following. Fundamental analysis, in general, is based on a study of factors external to the markets in predicting future prices. Such factors might include, among other things, supply and demand factors for a particular commodity, the economy of a particular country, government policies, domestic and foreign political and economic events and changing trade prospects. Fundamental analysis is premised on the concept that market prices frequently may not reflect (on a real time basis) the actual value of a commodity, although such value will eventually determine price levels.

 

SCT Capital’s AQT1X Trading Program trades commodity futures contracts in U.S. and non-U.S. markets on a highly leveraged basis. SCT Capital analyzes historic price action in markets using machine learning, statistical and quantitative methods as a means of predicting market opportunity and discovering repeatable patterns in historical prices. The program recognizes that each asset class has its own “signature” in the global marketplace, emphasizing asset class-specific design and non-correlation objectives within each of the sub-models in the trading program. SCT Capital has created models for specific asset classes, using the above techniques to generate positions in fixed-income, currency, commodity and equity futures. SCT Capital employs a portfolio management process to manage the aggregate risk across all positions generated by the models.

5

Winton’s Diversified Program employs a computer-based system to engage in the speculative trading of international futures, options and forwards markets, government securities such as bonds, as well as certain over the counter (“OTC”) instruments, which may include foreign exchange and interest rate forward contracts and swaps. Winton seeks to combine highly liquid financial instruments offering positive but low Sharpe ratios (meaning that profits have been achieved with a certain level of risk) and generally low correlation over the long term to other markets such as equities and fixed income.

 

Effective September 30, 2017 the Registrant ceased investing in Affiliated Investment Fund and Effective October 1, 2017 the Registrant allocated Assets to Galaxy Plus Funds FORT, QIM and ADG. At December 31, 2017 the Registrants investments were approximately 79% of its assets.

 

Galaxy Plus Fund - FORT (“FORT”), managed by the Galaxy Plus Managed Account Platform, which is a systematic, trend-anticipating trading program.

 

Galaxy Plus Fund - QIM (“QIM”), managed by the Galaxy Plus Managed Account Platform, which is a short to medium-term trading strategy designed to capitalize on market inefficiencies and

 

Galaxy Plus Fund - ADG (“ADG”), managed by the Galaxy Plus Managed Account Platform, which is a systematic macro strategy program that aims to generate excess returns by reallocating capital between asset classes.

 

Galaxy Plus Funds are investment vehicles available under the Galaxy Plus Managed Account Platform (the “Platform”).  The Platform is sponsored by Gemini Alternative Funds, LLC (the “Sponsor” or “GAF”) as a means of making available, to qualified high net-worth individuals and institutional investors (including fund of hedge funds) (“Investors”), a variety of third-party professional managed futures and foreign exchange advisors (“Advisors”).  The Trading Advisor is not affiliated with the Sponsor and investments by the Registrant into the Platform will be referred to as “Galaxy Funds”.

 

The Administrator

 

SS&C GlobeOp Financial Services LLC (“SS&C GlobeOp” or the “Administrator”), a Delaware limited liability company located at One South Road, Harrison, NY 10528, was retained by the Registrant to serve as the Registrant’s administrator and provide certain administration and accounting services. Effective February 1, 2016, Gemini Hedge Fund Services LLC (“Gemini” or the “Administrator”), a Nebraska limited liability company located at 80 Arkay Drive, Hauppauge, NY 11788, was appointed by the Registrant to serve as the Registrant’s administrator and provide certain administration and accounting services.

 

The Administrator performs or supervises the performance of services necessary for the operation and administration of the Registrant (other than making investment decisions), including administrative and accounting services. The Administrator also calculates the Registrant’s Net Asset Value. In addition, the Administrator maintains certain books and records of the Registrant, including certain books and records required by CFTC Rule 4.23(a).

 

Fees and Expenses

 

Management Fee

 

The Registrant pays the Managing Owner in advance a monthly management fee on the Registrant’s Net Asset Value (defined below) at the beginning of each month (See Note 4 of the Registrant’s 2017 Annual Report, which is filed as an exhibit hereto).

 

Net Asset Value” is the total assets of the Registrant less total liabilities of the Registrant, each determined on the basis of accounting principles generally accepted in the United States of America.

 

The Registrant, indirectly paid through its investment in Affiliated Investment Funds, a monthly administrative services fee in the amount of 1/12th of 0.25% (0.25% per annum) of the respective CTA Fund’s beginning of month Allocated Assets to Clarity for risk management and related services with respect to monitoring the Trading Advisors until September 30, 2017 when the allocation to Affiliated Investment Funds were terminated.

6

Trading Advisors’ Fees

 

The Registrant, indirectly through its investment in the Affiliated Investment Funds, paid each Trading Advisor a monthly management fee and an incentive fee accrued monthly and paid quarterly until September 30, 2017 when investments in Affiliated Funds were terminated. The Registrant, indirectly through its investment in the Galaxy Plus Funds, pays each Trading Advisor a monthly management fee and an incentive fee accrued monthly and paid quarterly

 

Affiliated Investment  Fund  Management Fee  Incentive Fee
CTA Choice FRT*  2.00%  20.00%
CTA Choice KEY*  1.00%  20.00%
CTA Choice ISAT*  0.25%  30.00%
CTA Choice QNTM**  1.00%  25.00%
CTA Choice RDOK**  2.00%  20.00%

 

*The Registrant fully redeemed from FORT, KEY and ISAT as of September 30, 2017
**The Registrant fully redeemed from QNTM and RDOK as of January 1, 2017

 

Galaxy Funds  Management Fee  Incentive Fee
Galaxy Plus Fund - FORT*  2.00%  20.00%
Galaxy Plus Fund - QIM*  0.00%  30.00%
Galaxy Plus Fund - ADG*  2.00%  20.00%

 

*The Registrant subscribed FORT, QIM and ADG as of October 1, 2017

 

New High Net Trading Profits” (for purposes of calculating an incentive fees) in Affiliated Investment Funds and or Galaxy Funds (“Registrants Trading Investments”) will be computed as of the close of business of the last day of each calendar quarter or respective period defined in the respective agreement (the “Incentive Measurement Date”) and will include such profits (as outlined below) since the immediately preceding Incentive Measurement Date (or, with respect to the first Incentive Measurement Date) each an Incentive Measurement Period. New High Net Trading Profits for any Incentive Measurement Period will be the net profits, if any, from the Registrants Trading Investments trading during such period (including (i) realized trading profit (loss) plus or minus (ii) the change in unrealized trading profit (loss) on open positions), and will be calculated after the determination of certain transaction costs attributable to the Registrants Trading Investments trading activities, operating expenses, and the Trading Advisor’s management fee, but before deduction of any incentive fees payable during the Incentive Measurement Period. New High Net Trading Profits will not include interest earned or credited on the assets allocated to the Trading Advisor.

 

New High Net Trading Profits will be generated only to the extent that the cumulative New High Net Trading Profits achieved by the Trading Advisor exceed the highest level of cumulative New High Net Trading Profits achieved by such Trading Advisor as of a previous Incentive Measurement Date. Except as set forth below, net losses from prior months must be recouped before New High Net Trading Profits can again be generated.

 

If a withdrawal or distribution occurs with the relevant Registrants Trading Investments or is terminated at any date that is not an Incentive Measurement Date, the date of the withdrawal or distribution or termination will be treated as if it were an Incentive Measurement Date. New High Net Trading Profits for an Incentive Measurement Period shall exclude capital contributions allocated to the Registrants Trading Investments in an Incentive Measurement Period, distributions or redemptions paid or payable from the Registrants Trading Investments account during an Incentive Measurement Period and any loss carry-forward attributable to the Registrants Trading Investments will be reduced in the same proportion that the value of the assets allocated away from the Registrants Trading Investments comprises of the value of the assets allocated to the Trading Advisor prior to such allocation away from the Registrants Trading Investments In calculating New High Net Trading Profits, incentive fees paid for a previous Incentive Measurement Period will not reduce cumulative New High Net Trading Profits in subsequent periods.

 

Brokerage Commissions and Fees

 

The Registrant indirectly pays to the clearing brokers all brokerage commissions, including applicable exchange fees, National Futures Association (“NFA”) fees, give-up fees, pit brokerage fees and other transaction related fees and expenses charged in connection with the Registrant’s trading activities. These activities are charged indirectly through the Registrant’s Trading Investments and are reflected within the respective net asset values of the respective Registrant Trading Investments. On average, total charges paid to the clearing brokers are expected to be less than $10.00 per round-turn trade, although the clearing broker’s brokerage commissions and trading fees will be determined on a contract-by-contract basis. The exact amount of such brokerage commissions and trading fees to be incurred is impossible to estimate and will vary based upon a number of factors including the trading frequency, the types of instruments traded, transaction sizes, degree of leverage employed and transaction rates in effect from time to time.

7

Routine Operational, Administrative and Other Ordinary Expenses

 

The Registrant pays directly or indirectly all of its routine operational, administrative and other ordinary expenses, including, but not limited to, (i) legal, bookkeeping, accounting, custodial, administration (including, without limitation, the costs and expenses of the Administrator), auditing, tax preparation charges and related charges of the Registrant (including reimbursement of the Managing Owner on a reasonable time-spent basis, for certain legal, accounting, administrative and registrar and transfer agent work or oversight performed by certain of the Managing Owner’s personnel for and on behalf of the Registrant), as well as printing and other related expenses, (ii) investment related expenses, including, but not limited to brokerage commissions, “bid-ask” spreads, mark-ups, margin interest and other transactional charges and clearing fees, as well as banking, sales and purchase commissions and charges and exchange fees, fees and charges of other custodians and clearing agencies, interest and commitment fees on loans and debit balances, income taxes, withholding taxes, transfer taxes and other governmental charges and duties, and other transactional charges and clearing fees incurred by the Registrants Trading Investments on behalf of the Registrant, the Registrant’s pro rata share of expenses of any Registrants Trading Investments into which it invests, and any due diligence expenses incurred in selecting and monitoring the Registrants Trading Investments (iii) operational and overhead expenses of the Registrant, including but not limited to, photocopying, postage, and telephone expenses, (iv) preparation of monthly, quarterly, annual and other reports required by applicable Federal and state regulatory authorities, (v) the Registrant’s meetings and preparing, printing and mailing of proxy statements and reports to Unitholders, (vi) client relations and services, and (vii) computer equipment, system maintenance and other technology-related expenses.

 

Extraordinary Fees and Expenses

 

The Registrant pays all its extraordinary fees and expenses, if any, and its allocable portion of all extraordinary fees and expenses of the Registrant generally, if any, as determined by the Managing Owner. Extraordinary fees and expenses are fees and expenses that are non-recurring and unusual in nature, such as legal claims and liabilities and litigation costs and any permitted indemnification payments related thereto. Extraordinary fees and expenses shall also include material expenses that are not currently anticipated obligations of the Registrant or of managed futures funds in general, such as the payment of partnership taxes or governmental fees associated with payment of such taxes. Routine operational, administrative and other ordinary expenses will not be deemed extraordinary expenses. Any fees and expenses imposed on the Registrant due to the status of an individual shall be paid by such individual or the Registrant, not the Managing Owner.

 

Competition

 

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

 

The Registrant is an open-end fund, which solicited the sale of additional Units on a monthly basis until the maximum amount of Units being offered by the Registrant have been sold. As such, the Registrant may compete with other entities, whether or not formed by the Managing Owner, to attract new Unitholders. In addition, to the extent that a Trading Advisor recommends similar or identical trades to the Registrant and other accounts that it manages, the Registrant may compete with those accounts for the execution of the same or similar trades, as well as with other market participants.

 

Employees

 

The Registrant has no employees. Management and administrative services for the Registrant are performed by the Managing Owner or third parties pursuant to the Trust Agreement, as further discussed in Notes 3, 4, 5, 6 and 8 of the Registrant’s 2017 Annual Report, which is filed as an exhibit hereto.

 

Financial Information about Segments

 

The Registrant’s business constitutes only one segment for financial reporting purposes. The Registrant does not engage in the production or sale of any goods or services. The objective of the Registrant’s business is appreciation of its assets through speculative trading in commodity interests. Financial information about the Registrant’s business, as of December 31, 2017, is set forth under Items 6, 7, and 8 herein.

8

Financial Information about Geographic Areas

 

Although the Registrant has indirect exposure to the global futures, forward and option markets, it does not have operations outside of the United States.

 

Available Information

 

The Registrant files an annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments to these reports with the Securities and Exchange Commission (the “SEC”). You may read and copy any document filed by the Registrant at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for information on the Public Reference Room. The Registrant does not maintain an internet website; however, the Registrant’s SEC filings are available to the public from the EDGAR database on the SEC’s website at http://www.sec.gov. The Registrant’s CIK number is 0001345991.

9

ITEM 1A.RISK FACTORS

 

THE UNITS ARE SPECULATIVE AND INVOLVE A HIGH DEGREE OF RISK. THEY ARE ONLY SUITABLE FOR PERSONS WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT.

 

(1)Loss of Capital; No Guarantee of Profit

 

All investments risk the loss of capital. While the Managing Owner believes that the Trust’s investment program may moderate this risk to some degree through a diversification of investment strategies and markets used by the Trading Advisors to which the Trust will allocate assets, no guarantee or representation is made that the Trust’s program will be successful or that Unitholders will not lose some or all of their investment in the Trust. The Trust’s investment program includes the selection of Trading Advisors who utilize such investment techniques as short sales, leverage, uncovered option transactions, and limited diversification, which practices can, in certain circumstances, maximize the adverse impact on invested assets.

 

(2)Speculative and Volatile Markets and Highly Leveraged Trading

 

The markets in which the Trust directly and indirectly trades are speculative, highly leveraged and involve a high degree of risk. Each Trading Advisor’s trading considered individually involves a significant risk of incurring large losses, and there can be no assurance that the Trust will not incur such losses.

 

Futures and forward prices are volatile. Volatility increases risk, particularly when trading with leverage. Trading on a highly leveraged basis, even in stable markets involves risk; doing so in volatile markets necessarily involves a substantial risk of sudden, significant losses. Due to such leverage, even a small movement in price could cause large losses for the Trust. Market volatility will increase the potential for large losses. Market volatility and leverage mean that the Trust could incur substantial losses, potentially impairing its equity base and ability to achieve its long-term profit objectives even if favorable market conditions subsequently develop.

 

Supply and demand for investments change rapidly and are affected by a variety of factors, including interest rates, rates of inflation and general trends in the overall economy or particular industrial or other economic sectors. Government actions, especially those of the Federal Reserve Board and other central banks, have a profound effect on interest rates that, in turn, affect the price of investments. In addition, a variety of other factors that are inherently difficult to predict, such as domestic and international political developments, governmental trade and fiscal policies, monetary and exchange control programs, currency devaluations and revaluations; and emotions of the marketplace, patterns of trade and war or other military conflict can also have significant effects on the markets. None of these factors can be controlled by the Trading Advisors. Trading Advisors may have only limited ability to vary their portfolios in response to changing economic, financial and investment conditions. No assurance can be given as to when or whether adverse events might occur which could cause significant and immediate loss in value of the Trust. Even in the absence of such events, trading investments can quickly lead to large losses. No assurance can be given that the advice of the Trading Advisors will result in profitable trades for the Trust or that the Trust will not incur substantial losses.

 

In addition to the leveraged trading described above, the Managing Owner has the ability to further increase the leverage of the Trust by allocating notional equity to one or more of its Trading Advisors (in a maximum amount of up to 20% of Net Asset Value), which would then permit such Trading Advisor(s) to trade the account of the Trust as if more equity were committed to such accounts than is, in fact, the case.

 

(3)Past Performance

 

The past investment performance of the Managing Owner and the Trading Advisors is not necessarily indicative of the Trust’s futures results. You should not assume that any Trading Advisor’s future trading decisions will create profit, avoid substantial losses or result in performance for the Trust that is comparable to that Trading Advisor’s or to the Managing Owner’s past performance. No assurance can be given that the Managing Owner will succeed in meeting the investment objectives of the Trust. You may lose all or substantially all of your investment in the Trust.

 

Because you and other Unitholders will acquire and redeem Units at different times, you may experience a loss on your Units even though the Series as a whole is profitable and even though other Unitholders in the Series experience a profit. The past performance of the Series may not be representative of your investment experience in it.

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(4)Importance of General Market Conditions to Profitability

 

General economic and business conditions may adversely affect a Trading Advisor’s activities. The level and volatility of interest rates, the prices of investments and the extent and timing of Unitholder participation in the financial markets for both equities and interest-sensitive investments may affect the value of investments purchased by the Trust. Unexpected volatility or illiquidity in the markets in which the Trust, directly or indirectly, holds positions could impair the Trust’s ability to carry out its business or cause it to incur losses. Often the most unprofitable market conditions for the Trust are those in which prices “whipsaw”, that is, such prices move quickly upward (or downward), then reverse, then move upward (or downward) again, then reverse again. In such conditions, the Trading Advisors may establish positions based on incorrectly identifying both the brief upward or downward price movements as trends, whereas in fact no trends sufficient to generate profits develop.

 

(5)The Trust Incurs Substantial Charges

 

The Trust must generate profits and interest income which exceed its fixed costs in order to avoid depletion of its assets. The Trust is subject to the substantial fees and expenses described herein this respective filing and relevant offering documents regardless of its performance. In addition, the Trust pays incentive fees to each Registrants Trading Investment based on such Registrants Trading Investments performance and not on the performance of the Trust as a whole.

 

The Trust is also subject to brokerage fees and administrative expenses directly or indirectly. On the Trust’s forward trading, bid-ask spreads are incorporated into the pricing of the Trust’s forward contracts by its counterparties in addition to the brokerage fees paid by the Trust. It is not possible to quantify the bid-ask spreads paid by the Trust because the Trust cannot determine the profit its counterparty is making on the forward trades into which it enters. Consequently, the expenses of the Trust (including the higher Trading Advisor base fee and incentive fee) could, over time, result in significant losses to your investment therein. You may never achieve profits.

 

(6)There are Disadvantages to Making Trading Decisions Based on Technical Strategies

 

The trading systems used by certain Trading Advisors are based in large part on trading strategies that seek to take into account certain “technical” factors in identifying price trends and price movements. The buy and sell signals generated by a technical trading system are not based on analysis of fundamental supply and demand factors, general economic factors, or anticipated world events but are derived from a study of actual daily, weekly, and monthly price fluctuations. The profitability of any technical trading strategy depends upon the occurrence in the future of major sustained price moves or trends in some futures and other investments traded. A danger for trend-following traders is whip-saw markets, that is, markets in which a potential price trend may start to develop but reverses before an actual trend is realized. A pattern of false starts may generate repeated entry and exit signals in technical systems, resulting in unprofitable transactions. In the past there have been periods without discernible trends and presumably similar periods will occur in the future. Any factor that may lessen the prospect of major trends in the future (such as increased governmental control of, or participation in, the markets) may reduce the prospect that any trading strategy will be profitable in the future. Any factor that would make it more difficult to execute trades at the system’s signal prices, such as a significant lessening of liquidity in a particular market, also would be detrimental to profitability. The likelihood of the Units being profitable could be materially diminished during periods when events external to the markets themselves have an important impact on prices. During such periods, the Trading Advisors’ historic price analysis could establish positions on the wrong side of the price movements caused by such events.

 

(7)Possible Disadvantages of Other Trend-Following Systems

 

There has been a dramatic increase in recent years in both the use of trend-following strategies and the overall volume of trading and liquidity of the futures markets. This means increased trading competition among a larger number of market participants for transactions at favorable prices, which could operate to the detriment of the Trust by preventing the Trading Advisors from effecting transactions at the desired prices. It may become more difficult for the Trading Advisors to implement their trading strategies if other commodity trading advisors using technical systems are also attempting to initiate or liquidate commodity positions at the same time as the Trading Advisors.

 

(8)Discretionary Trading Strategies May Incur Substantial Losses

 

Discretionary traders make decisions on the basis of their own judgment and “trading instinct,” not on the basis of trading signals generated by any program or model. In exercising such discretion, a Trading Advisor may take positions opposite to those recommended by the Trading Advisor’s trading system or signal. Discretionary decision making may also result in a Trading Advisor’s failing to capitalize on certain price trends or making unprofitable trades in a situation where another trader relying solely on a systematic approach might not have done so. Reliance on trading judgment may, over time, produce less consistent trading results than implementing a systematic approach.

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(9)Systematic Trading Strategies May Incur Substantial Losses

 

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

 

(10)There are Disadvantages to Making Trading Decisions Based Upon Fundamental Analysis

 

Traders that utilize fundamental trading strategies attempt to examine factors external to the trading market that affect the supply and demand for particular futures and forward contracts in order to predict future prices. Such analysis may not result in profitable trading because the analyst may not have knowledge of all factors affecting supply and demand, prices may often be affected by unrelated factors, and purely fundamental analysis may not enable the trader to determine quickly that previous trading decisions were incorrect. In addition, because of the breadth of fundamental data that exists, a fundamental trader may not be able to follow developments in all such data, but instead may specialize in analyzing a narrow set of data, requiring trading in fewer markets. Consequently, a fundamental trader may have less flexibility in adverse markets to trade other futures and forward markets than traders that do not limit the number of markets traded as a result of a specialized focus. In addition, fundamental analysis assumes that commodity markets are inefficient - i.e., that commodity prices do not reflect all available information - which some market analysts dispute.

 

(11)An Investment in Units may not Diversify an Overall Portfolio

 

Historically, managed futures have performed in a manner largely independent from the general equity and debt markets. However, if the Trust does not perform in a non-correlated manner with respect to the general financial markets or does not perform successfully, the Managing Owner cannot assure you that an investment in the Units will provide diversification benefits. An investment in the Units could increase, rather than reduce your overall portfolio losses during periods when the Trust and the equity and debt markets decline in value. There is no way of predicting whether the Trust will lose more or less than stocks and bonds in declining markets. You should therefore not consider the Units to be a hedge against losses in your core stock and bond portfolios. Past performance is not indicative of future results.

 

(12)Broad Indices May Perform Quite Differently From Individual Investments

 

The concepts of overall portfolio diversification and non-correlation of asset classes are generally discussed and illustrated by the use of a generally accepted index that represents each asset category. Stocks are represented by the S&P 500 Index and MSCI EAFE Index; bonds are represented by the Lehman Long-Term Government Bond Index; futures funds are represented by the Barclay CTA Index; and currencies are represented by the Barclay Currency Index. Because each index is a dollar-weighted average of the returns of multiple underlying investments, the overall index return and risk may be quite different from the return of any individual investment. For example, the Barclay CTA Index is an unweighted index that attempts to measure the performance of the commodity trading advisor industry. The Index measures the combined performance of all commodity trading advisors that have more than four years of past performance. For purposes of calculating the Index, the first four years of a commodity trading advisor’s performance history is ignored. Accordingly, such index reflects the volatility and risk of loss characteristics of a very broadly diversified universe of trading advisors and not of a single fund or trading advisor. Therefore, the performance of the Trust will be different than that of the Barclay CTA Index and the Barclay Currency Index.

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(13)Effectiveness of Risk Reduction Techniques

 

Trading Advisors may employ various risk reduction strategies designed to minimize the risk of their trading positions. A substantial risk remains, nonetheless, that such strategies will not always be possible to implement and, even when possible, will not always be effective in limiting losses. If a Trading Advisor analyzes market conditions incorrectly, or employs a risk reduction strategy that does not correlate well with a Trading Advisor’s investments, such risk reduction techniques could result in a loss, regardless of whether the intent was to reduce risk or increase return. These risk reduction techniques may also increase the volatility of the Trust and result in a loss if the counterparty to the transaction does not perform as promised.

 

Risks Related to Futures Trading

 

The Registrant may indirectly invest in forward contracts, futures contracts (including financial futures), swaps or other futures on both U.S. and foreign markets. Trading in such interests is a highly specialized investment activity entailing greater than ordinary investment risk.

 

(14)Volatility

 

Futures and forward contracts have a high degree of price variability and are subject to occasional rapid and substantial changes. Price movements of futures and forward contracts are influenced by, among other things, changing supply and demand relationships, governmental, agricultural and trade programs and policies, and national and international political and economic events. Financial instrument and foreign currency futures prices are influenced by, among other things, interest rates, changes in balances of payments and trade, domestic and international rates of inflation, international trade restrictions, and currency devaluations and revaluations. Consequently, you could lose all or substantially all of your investment in the Trust.

 

(15)Margin

 

Because the amount of margin funds necessary to be deposited with a futures clearing broker to enter into a futures, forward contract or option position is typically about 2% to 10% of the total value of the contract, an extremely high degree of leverage is obtainable in futures trading. In addition, certain of the Trading Advisors may trade using leverage through borrowing. As a result of margining, a relatively small price movement in a futures contract may result in immediate and substantial losses. Any purchase or sale of a futures or forward contract or option position may result in losses that substantially exceed the amount invested. Thus, like other highly leveraged investments, any purchase or sale of a futures contract may result in losses that substantially exceed the amount invested, although Unitholders will not be liable for losses that exceed their investment in the Trust.

 

(16)Your Investment could be Illiquid

 

Certain futures exchanges limit fluctuations in futures contract prices during a single day by regulations referred to as “daily price fluctuation limits” or “daily limits.” During a single trading day, no trades may be executed at prices beyond the daily limit. Once the price of a contract for a particular futures contract has increased or decreased by an amount equal to the daily limit, positions in the futures contract cannot be taken or liquidated unless both a buyer and seller are willing to effect trades at or within the limit. In the past, futures prices have moved the daily limit for several consecutive days with little or no trading. In addition, even if futures prices have not moved the daily limit, the Trading Advisors may not be able to execute futures trades at favorable prices if little trading in such contracts is taking place (a “thin” market). Similar occurrences, such as a market disruption or regulatory intervention in the futures markets, could prevent the Trading Advisors from promptly liquidating unfavorable positions and adversely affect operations and profitability. Also, there is not likely to be a secondary market for the Units.

 

(17)Because the Trust Does Not Acquire Any Asset with Intrinsic Value, the Positive Performance of Your Investment Is Wholly Dependent Upon an Equal and Offsetting Loss

 

Futures and forward trading is a risk transfer economic activity. For every gain there is an equal and offsetting loss rather than an opportunity to participate over time in general economic growth. Unlike most alternative investments, an investment in the Trust does not involve acquiring any asset with intrinsic value. Overall stock and bond prices could rise significantly and the economy as a whole prospers while the Trust trades unprofitably.

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(18)Trading on non-U.S. Exchanges and Currency Exchange Rate Fluctuations

 

Certain of the Trading Advisors are expected to engage in some or all of their trading on non-U.S. exchanges and other markets located outside of the United States (“Foreign Markets”). Trading in such Foreign Markets is not regulated by any United States governmental agency and may involve certain risks not applicable to trading on United States exchanges. There is no limit to the percentage of Trust assets that may be committed to trading on Foreign Markets. Neither CFTC regulations nor regulations of any other U.S. governmental agency apply to the actual execution of transactions on Foreign Markets. Some Foreign Markets, in contrast to domestic exchanges, are “principals’ markets” in which performance is the responsibility only of the individual member with whom the trader has entered into a futures transaction and not of the exchange or clearing corporation. Due to the absence of a clearing house system on certain Foreign Markets, such markets are significantly more susceptible to disruptions than are U.S. exchanges and, therefore, trading thereon potentially is subject to greater risks than trading in the United States. In the case of trading on non-U.S. exchanges, the Trust will be subject to the risk of the bankruptcy or other inability of, or refusal by, such member or the counterparty to perform with respect to such transactions. Any such failure could subject the Trust to substantial losses or substantial reductions of the profits they might otherwise have realized. The Trust also may not have the same access to certain trades as do various other participants in non-U.S. markets. Unitholders could incur substantial losses from trading in Foreign Markets by the Trust to which such Unitholders would not have been subject had the Trading Advisors limited their trading to U.S. markets.

 

(19)Unitholders could incur substantial losses from trading in Foreign Markets by the Trust to which such Unitholders would not have been subject had the Trading Advisors limited their trading to U.S. markets

 

Furthermore, because the Trust will make Net Asset Value determinations in U.S. dollars, with respect to trading on Foreign Markets the Trust will be subject to the risk of fluctuation in the exchange rate between the local currency and dollars and to the possibility of exchange controls. Unless the Trust hedges itself against fluctuations in exchange rates between the U.S. dollar and the currencies in which trading is done on such Foreign Markets, any profits which the Trust might realize in such trading could be eliminated as a result of adverse changes in exchange rates and the Trust could even incur losses as a result of any such changes.

 

Although the CFTC is prohibited by statute from promulgating rules which govern in any respect any rule, contract term, or action of any foreign futures exchange, the CFTC has adopted regulations to regulate the sale of foreign futures contracts and foreign options within the United States. These regulations may restrict the Trust’s access to Foreign Markets by limiting the activities of certain participants in such markets with whom the Trust could otherwise have traded.

 

On an annual basis, each of the below programs traded approximately the following percentage of assets on foreign exchanges:

 


Trading Advisor/
Program
Approximate Percentage/
Range

Galaxy Plus Fund - FORT:

Systematic, trend-anticipating trading program

80%

Galaxy Plus Fund - QIM:

Short to medium-term trading strategy program

43%

Galaxy Plus Fund - ADG:

Systematic macro strategy program

88%

 

The above ranges are only approximations with respect to each program. Actual percentages may be either lesser or greater than above-listed. Past performance is not necessarily indicative of future results.

 

(20)Failure or Lack of Segregation of Assets May Increase Losses

 

The Trust is subject to the risk of insolvency of an exchange, clearing house, commodity broker, and counterparties with whom the Trading Advisors trade. The Trust’s assets could be lost or impounded in such an insolvency during lengthy bankruptcy proceedings. Were a substantial portion of the Trust’s capital tied up in a bankruptcy, the Managing Owner might suspend or limit trading, perhaps causing the Trust to miss significant profit opportunities. The Trust is subject to the risk of the inability or refusal to perform on the part of the counterparties with whom contracts are traded.

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The Commodity Exchange Act (“CEA”) requires a futures commission merchant (“FCM”) or clearing broker to segregate all funds received from customers from such broker’s proprietary assets. If the clearing brokers fail to do so, the assets of the Trust might not be fully protected in the event of their bankruptcy. Furthermore, in the event of a clearing broker’s bankruptcy, the Trust could be limited to recovering only a pro rata share of all available funds segregated on behalf of such clearing broker’s combined customer accounts, even though certain property specifically traceable to the Trust (for example, Treasury bills deposited by the Trust with the clearing broker as margin) was held by such clearing broker. The clearing brokers have been the subject of certain regulatory and private causes of action.

 

In the event of an FCM’s bankruptcy, the Trust may recover a pro-rata share or none of its assets.

 

With respect to transactions the Trust enters into that are not traded on an exchange, there are no daily settlements of variations in value and there is no requirement to segregate funds held with respect to such accounts. Thus, the funds the Trust invests in such transactions may not have the same protections as funds used as margin or to guarantee exchange-traded futures and options contracts. If the counterparty becomes insolvent and the Trust has a claim for amounts deposited or profits earned on transactions with the counterparty, the Trust’s claim may not receive a priority. Without a priority, the Trust is a general creditor and its claim will be paid, along with the claims of other general creditors, from any monies still available after priority claims are paid. Even funds of the Trust that the counterparty keeps separate from its own operating funds may not be safe from the claims of other general and priority creditors. There are no limitations on the amount of allocated assets a portfolio manager can trade on foreign exchanges or in forward contracts.

 

(21)New Futures Contracts

 

Only those futures designated by the CFTC may be traded on U.S. futures exchanges. Periodically, additional futures contracts may be designated as approved futures contracts by the CFTC or other foreign regulatory authorities. The Trading Advisors may determine that it is appropriate to trade in such new futures contracts on behalf of the Trust. Because such futures contracts will be new, there can be no assurance that the trading strategies of the Trading Advisors will be applicable to any new futures contracts in which such Trading Advisors choose to trade. The markets in new futures contracts, moreover, have been historically both illiquid and highly volatile for some period of time after the contract begins trading. This presents both significant profit potential and a corresponding high risk potential.

 

(22)Exchanges for Physicals

 

The Trading Advisors may engage in exchanges for physicals. The CFTC and certain exchanges have from time to time examined the propriety of transactions involving exchanges for physicals. If a Trading Advisor engaging in exchanges of futures for physicals was prevented from such trading as a result of regulatory changes, the performance of client accounts of such Trading Advisor, including the Trust, could be adversely affected.

 

Risks Related to Trading Forward Contracts, Foreign Exchange Contracts, Options and Derivatives

 

(23)Foreign Exchange Currency Trading is Not Subject to CFTC Regulation

 

Certain Trading Advisors may trade their programs by entering into spot and forward transactions involving currencies with United States and foreign banks (referred to as the “interbank market”) and currency dealers. Certain other Trading Advisors may enter into such transactions for hedging purposes. As with the risks involved in forward contracts (see above), trading in spot and forward foreign exchange transactions is not regulated by the CFTC and such contracts are not traded on or guaranteed by an exchange or its clearing house.

 

Certain other Trading Advisors may trade foreign exchange through futures or exchange for physicals. Such transactions are regulated by the CFTC and are traded on and guaranteed by an exchange.

 

(24)Options Trading

 

Certain of the Trading Advisors’ trading will include the trading of options contracts, including the trading of options on futures contracts, physical commodities and securities (“Underlying Interests”). Such options trading may take place on U.S. and foreign exchanges. Although successful options trading requires many of the same skills as successful futures trading, the risks involved are somewhat different. For example, the assessment of near-term market volatility - which is directly reflected in the price of outstanding options - can be of much greater significance in trading options than it is in many long-term futures strategies. If market volatility is incorrectly predicted, the use of options can be extremely expensive.

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Certain Trading Advisors may trade options on futures. Options on futures contract gains and losses are marked-to-market daily for purposes of determining margin requirements. Option positions will require additional margin if the market moves against the position. Due to these differences in margin treatment between futures and options, there may be periods in which positions on both sides must be closed down prematurely due to short-term cash flow needs. If this occurs during an adverse move in a spread or straddle relationship, then a substantial loss could occur.

 

The ability to trade or exercise options may be restricted in the event that trading in the underlying investment becomes restricted. Options trading on U.S. futures exchanges is subject to regulation by both the CFTC and such exchanges. Options trading on foreign exchanges is not regulated by the CFTC.

 

(25)Swaps

 

Swaps are not traded on exchanges and are not subject to the same type of government regulation as exchange markets. As a result, many of the protections afforded to participants on organized exchanges and in a regulated environment are not available in connection with these transactions.

 

The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) will affect the manner in which OTC swap transactions are traded and the credit risk associated with such trading. Any changes will likely impact the way swaps are traded and could impact the trading strategy of the Trust, as well as make it more expensive to trade swaps.

 

There are no limitations on daily price movements in swaps. Speculative position limits are not applicable to swaps, although the counterparties to swaps may limit the size or duration of positions as a consequence of credit considerations. Participants in the swap markets are not required to make continuous markets in the swaps they trade. Participants could refuse to quote prices for swaps or quote prices with an unusually wide spread between the price at which they are prepared to buy and the price at which they are prepared to sell. In the case of any swap that references a fund or program managed by a Trading Advisor, certain or all of the risks disclosed in this report in relation to the Trading Advisors also may apply, indirectly, to the Trust’s investment in such swap.

 

(26)Derivative Instruments in General

 

The Trading Advisors may use various derivative instruments, including futures, options, forward contracts, swaps (including asset swaps, total return swaps and credit default swaps) and other derivatives (including credit derivatives and synthetic securities) that may be volatile and speculative. Certain positions may be subject to wide and sudden fluctuations in market-value, with a resulting fluctuation in the amount of profits and losses. Use of derivative instruments presents various risks, including the following:

 

(i)       Tracking - When used for hedging purposes, an imperfect or variable degree of correlation between price movements of the derivative instrument and the underlying investment sought to be hedged may prevent the Trading Advisor from achieving the intended hedging effect or expose the Trust to the risk of loss.

 

(ii)       Liquidity - Derivative instruments, especially when traded in large amounts, may not be liquid in all circumstances, so that in volatile markets the Trading Advisor may not be able to close out a position without incurring a loss.

 

(iii)       Leverage - Trading in derivative instruments can result in large amounts of leverage. Thus, the leverage offered by trading in derivative instruments may magnify the gains and losses experienced by the Trust and could cause its Net Asset Value to be subject to wider fluctuations than would be the case if the Trading Advisor did not use the leverage feature in derivative instruments.

 

There is no guarantee that the counterparty to a derivatives transaction will perform, or that it has accurately represented its creditworthiness. Trading in derivatives may subject the Trust to additional legal risks, operations risks and valuation risks.

 

(27)Over-the-Counter Trading

 

A portion of the Trust’s assets may indirectly be used to trade OTC derivative contracts, such as forward contracts, option contracts, or swaps, or spot contracts. OTC contracts are typically traded on a principal-to-principal basis through dealer markets that are dominated by major money center and investment banks and other institutions and are essentially unregulated by the CFTC. You therefore do not receive the protection of CFTC regulation or the statutory scheme of the CEA in connection with this trading activity. The markets for OTC contracts rely upon the integrity of market participants in lieu of the additional regulation imposed by the CFTC on participants in the futures markets. The lack of regulation in these markets could expose the Trust in certain circumstances to significant losses in the event of trading abuses or financial failure by participants.

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The Trust also faces the risk of non-performance by the counterparties to the OTC contracts. Unlike in futures contracts, the counterparty to these contracts is generally a single bank or other financial institution, rather than a clearing organization backed by a group of financial institutions. As a result, there will be greater counterparty credit risk in these transactions. The clearing member, clearing organization or other counterparty may not be able to meet its obligations, in which case the Trust could suffer significant losses on these contracts.

 

The Dodd-Frank Act will affect the manner in which OTC swap transactions are traded and the credit risk associated with such trading. Depending upon actions taken by regulatory authorities, these changes may also affect the manner of trading of OTC foreign currency transactions.

 

The percentage of the Trust’s positions that are expected to constitute forward currency contracts can vary substantially from month to month.

 

Each of the programs trade approximately the following percentages in the OTC trading:

 

Investee Pool/
Program
Percentage/
Range

Galaxy Plus Fund - FORT:

Systematic, trend-anticipating trading program

0%

Galaxy Plus Fund - QIM:

Short to medium-term trading strategy program

0%

Galaxy Plus Fund - ADG:

Systematic macro strategy program

<30%

 

(28)Possible Illiquid Markets May Exacerbate Losses

 

Futures and forward positions cannot always be liquidated at the desired price. It is difficult to execute a trade at a specific price when there is a relatively small volume of buy and sell orders in a market. A market disruption, such as when foreign governments may take or be subject to political actions which disrupt the markets in their currency or major exports, can also make it difficult to liquidate a position. Periods of illiquidity and the events that trigger them are difficult to predict and there can be no assurance that any Trading Advisor will be able to do so.

 

There can be no assurance that market illiquidity will not cause losses for the Trust. The large size of the positions which a Trading Advisor is expected to acquire for the Trust increases the risk of illiquidity by both making its positions more difficult to liquidate and increasing the losses incurred while trying to do so.

 

The risk of loss due to potentially illiquid markets is more acute in respect of OTC instruments than in respect of exchange-traded instruments because the performance of those contracts is not guaranteed by an exchange or clearing house and the Trust will be at risk to the ability of the counterparty to the instrument to perform its obligations thereunder. Because these markets are not regulated, there are no specific standards or regulatory supervision of trade pricing and other trading activities that occur in those markets.

 

(29)Possible Default and Counterparty Risk

 

Certain of the markets in which the Trading Advisors will effect transactions are OTC or “interdealer” markets. Foreign exchange transactions, forward contracts, swaps, derivative or synthetic instruments or other OTC transactions are not regulated by the CEA and dealers are not obligated to segregate customer assets. As a result, Unitholders do not have such basic protections with respect to the trading in such OTC investments by the Trust. This lack of regulation in these markets could expose the Trust in certain circumstances to significant losses in the event of trading abuses or financial failure by the counterparties.

 

Such OTC trading may expose the Registrant to credit risk with regard to parties with which it trades and the risk of settlement default. Unlike exchange-traded transactions that generally are backed by clearing organization guarantees, daily marking-to-market and settlement, and segregation and minimum capital requirements applicable to intermediaries, the participants in OTC transaction are typically not subject to credit evaluation and regulatory oversight as are members of “exchange based” markets. This exposes the Registrant to the risk that a counterparty will not settle a transaction in accordance with its terms and conditions because of a dispute over the terms of the contract (whether or not bona fide) or because of a credit or liquidity problem, thus causing the Registrant to suffer a loss. In addition, in the case of a default of a counterparty, the Registrant could become subject to adverse market movements while replacement transactions are executed. Such “counterparty risk” is accentuated for contracts with longer maturities where events may intervene to prevent settlement, or where the Registrant has concentrated its transactions with a single or small group of counterparties. The Registrant may not have an internal credit function that evaluates the creditworthiness of their counterparties. The ability of the Registrant to transact business with any one or number of counterparties, the lack of any meaningful and independent evaluation of such counterparties’ financial capabilities and the absence of a regulated market to facilitate settlement may increase the potential for losses by the Registrant.

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Other Investment-Related Risks

 

(30)Investment of Non-Margin Assets May Increase Risks to the Trust

 

The Managing Owner may invest certain non-margin assets (directly or indirectly through investment funds) in certain securities permitted by applicable rules and regulations. While such investments may increase interest income, and although the types of securities that may be invested in are limited by CFTC regulations, investment in such securities may be riskier than having 100% of the proceeds of the offering of the Units deposited in cash in segregated accounts in the name of the Trust at the clearing brokers or another eligible financial institution. The returns on the investment of non-margin assets may be lower than anticipated, which would cause the cost of investment in the Units to increase.

 

(31)Increased Costs of Frequent Trading

 

Each Trading Advisor will make certain trading decisions on the basis of short-term market considerations. The portfolio turnover rate may be substantial at times, either due to such decisions or to market conditions and result in one or more series incurring substantial brokerage commissions and other transaction fees and expenses. Therefore, portfolio turnover and brokerage commission expenses may significantly exceed those of other investment entities of comparable size, and affect the Trust’s earnings.

 

(32)Suspensions of Trading

 

The futures, options on futures and security futures markets are subject to comprehensive statutes, regulations and margin requirements. With respect to traditional futures exchanges, the CFTC and the exchanges are authorized to take extraordinary actions in the event of a market emergency, including, for example, the retroactive implementation of speculative position limits or higher margin requirements, the establishment of daily limits and the suspension of trading. The regulation of commodity interest transactions in the United States is a rapidly changing area of law and is subject to ongoing modification by governmental and judicial action. In addition, various national governments have expressed concern regarding the disruptive effects of speculative trading in the currency markets and the need to regulate the derivatives markets in general. The effect of any future regulatory change is impossible to predict, but could be substantial and adverse. Also, exchanges typically have the right to suspend or limit trading in any instrument traded on the exchange. Any suspension could render it impossible to liquidate positions and thereby expose the Trust to losses.

 

(33)Currency and Exchange Rate Risks

 

Since certain of the Trading Advisors may invest in investments denominated or quoted in currencies other than the U.S. Dollar, changes in currency exchange rates may affect the value of the Trust’s investments and the unrealized appreciation or depreciation of such investments. Among the factors that may affect currency value are trade balances, the level of short-term interest rates, differences in relative values of similar assets in different currencies, long-term opportunities for investment and capital appreciation and political developments. A Trading Advisor may seek to protect the value of some portion or all of its portfolio holdings in the Trust against currency risks by engaging in hedging transactions, if available, cost-effective and practicable. The Trust may enter into forward contracts on currencies, enter into swaps, purchase put and call options on currencies, or engage in any combination of the foregoing. There is no certainty that such strategies will be effective. Moreover, there is no certainty that instruments suitable for hedging currency shifts will be available at the time when the Trust wishes to use them or that, even if available, the Trust will elect to utilize a hedging strategy.

 

Since OTC instruments are not guaranteed by an exchange or clearing house, a default on such an instrument would deprive a Trading Advisor of unrealized profits or force a Trading Advisor to cover its commitments for purchase or resale, if any, at the current market price. Lastly, the Trust is not responsible for the effects that fluctuations in the value of currencies other than the dollar may have on subscription amounts to the Trust or redemption proceeds paid to a Unitholder that has requested the redemption of part or all of his, her or its Unit in the Trust.

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(34)Valuation of Investments

 

While pricing information is generally available for investments in which the Trust may invest, there is currently no centralized source for pricing information for certain non-exchanged-traded investments and reliable pricing information may not be available from any source at times. Prices quoted by different sources are subject to material variation. For purposes of calculating the Trust’s net capital appreciation and net capital depreciation and valuing investments, valuations of investments for which pricing information cannot be obtained will be made by the Trust’s administrator based upon such information as is available, including the advice of a Trading Advisor.

 

(35)Strategy-Specific Risks

 

One or more of the Trading Advisors may from time to time cause the Trust to hold a few, relatively large positions in relation to its assets. Consequently, a loss in any such position could result in a proportionately greater loss to the Trust than if the Trust’s assets had been spread among a wider number of instruments. Strategy risk may arise in the event of the failure or deterioration of an entire strategy such that one or more Trading Advisors employing that strategy suffer significant losses. Losses may arise if Trading Advisors are unable to hedge such risks or respond to market conditions in a timely manner.

 

(36)Trading Facilities and Electronic Trading

 

Most open-outcry and electronic trading facilities are supported by computer-based component systems for the order-routing, execution, matching, registration and clearing of trades. As with all facilities and systems, they are vulnerable to disruption or failure. The Trust’s ability to recover losses may be subject to limits on liability imposed by the system provider, the market, the clearing house and/or Unitholder firms.

 

Trading on an electronic system may differ not only from trading in an open-outcry market but also from trading on other electronic systems. If a Trading Advisor undertakes transactions on an electronic trading system on behalf of the Trust, the Trust will be exposed to risks associated with the system including the failure of hardware and software. The result of any system failure may be that the Trading Advisor’s order is either not executed according to its instructions or it is not executed at all.

 

(37)Trading Advisors Trading Independently of Each Other May Reduce Profit Potential and Insurance Risks through Offsetting Positions

 

The Trading Advisors trade entirely independently of each other. Trading Advisors may, from time to time, take opposite positions, eliminating any possibility that a Unitholder may profit from these positions considered as a whole but incurring the usual expenses associated with taking such positions. The Trading Advisors’ programs may, at times, be similar to one another thereby negating the benefits of investing in more than one Trading Advisor by purchasing Units, which may, in fact, increase risk. Two or more Trading Advisors may compete with each other to acquire the same position, thereby increasing the costs incurred by each of them to take such position. It is also possible that two or more Trading Advisors, although trading independently, could experience draw-downs at the same time, thereby negating the potential benefit associated with exposure to more than one Trading Advisor and more than one program. The Trust’s multi-advisor structure will not necessarily control the risk of speculative futures or forward trading. Multi-advisor funds may have significant volatility and risk despite being relatively diversified among trading advisors.

 

(38)Deleveraging of the Financial Markets

 

One of the primary consequences of the market disruptions of 2008 and 2009 has been the forced deleveraging of numerous financial instruments, including private investment funds, in a process which is ongoing. Not only are substantial losses being incurred in the deleveraging process, but also the available opportunities in the markets in which Trading Advisors trade may be reduced on a long-term basis as a result.

 

(39)Assets Held in Accounts at U.S. Banks May Not be Fully Insured

 

The assets of the Trust that are deposited with commodity brokers or their affiliates may be placed in deposit accounts at U.S. banks. The Federal Deposit Insurance Corporation (“FDIC”) insures deposits held at insured depository institutions for up to $250,000 (including principal and accrued interest) for each insurable capacity (e.g., individual accounts, joint accounts, corporate accounts, etc.), though deposits in separate branches of an insured institution are not separately insured. If the FDIC were to become receiver of U.S. bank holding deposit accounts that were established by a commodity broker or one of its affiliates, then it is uncertain whether the commodity broker, the affiliate involved, the Trust, or the Unitholder would be able to reclaim cash in the deposit accounts above $250,000.

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(40)Repurchase and Reverse Repurchase Agreements

 

The Trading Advisors may engage in repurchase and reverse repurchase agreements. In the case of default by the transferee of a security in a reverse repurchase agreement, the transferor runs the risk that the transferee may not deliver the security when required. In the event of the bankruptcy or other default of a transferor of a security in a repurchase agreement, the transferee could experience both delays in liquidating the underlying security and losses, including: (a) a possible decline in the value of the collateral during the period while the transferee seeks to enforce its rights thereto; (b) possible subnormal levels of income and lack of access to income during this period; and (c) expenses of enforcing its rights.

 

Risks Related to the Managing Owner and the Trading Advisors

 

(41)Managing Owner

 

The Managing Owner has complete discretion in allocating the Trust’s assets to Trading Advisors. The Trust’s success depends on the Managing Owner’s ability and the ability of its Investment Committee, to select Trading Advisors and allocate assets. If the Trust lost the services of the Managing Owner or both of their principals, it might have to be terminated by way of compulsory redemption of all issued and outstanding Units in the Trust.

 

In addition, the Managing Owner and its principals and employees will devote such time as they deem necessary for the efficient investment activities of the Trust. However, the Managing Owner and its principals and employees will be involved, from time to time, with other investment management activities and will not devote all of their time specifically to the Trust’s business.

 

(42)Reliance on the Trading Advisors

 

To the exclusion of the Unitholders and the Managing Owner, each Trading Advisor is responsible for making all futures, forwards, and options trading decisions on behalf of the assets allocated to it by the Trust. The Managing Owner has no control over the specific trades the Trading Advisors may make, leverage used, risks or concentrations assumed or whether the Trading Advisors will act in accordance with the disclosure documents or descriptive materials furnished by them to the Managing Owner. The Managing Owner can provide no assurance that the trading programs employed by the Trading Advisors will be successful. Therefore, as an investor in the Trust, Unitholders will be relying almost exclusively on the judgment and ability of the Trading Advisors to invest the Trust’s assets.

 

(43)Limited Knowledge about Trading Advisors

 

Although the Managing Owner will investigate, or cause the investigation of, the Trading Advisors with which the Trust will invest, in general, due to the confidential and/or proprietary nature of most of the information, the Managing Owner is relying on each Trading Advisor for the accuracy thereof. Accordingly, neither the Trust nor the Managing Owner can make any representation regarding the completeness, accuracy or adequacy of such information. Additionally, because of the proprietary nature of each Trading Advisor’s trading program, you generally will not be advised if adjustments are made to a trading program in order to accommodate additional assets under management or for any other reason.

 

(44)Trading Advisors’ Businesses Dependent on Key Individuals

 

Trading decisions made by each Trading Advisor may be based on the judgment of one or a limited number of key individuals (each, a “Key Man”). If any Key Man were to die or become incapacitated or otherwise terminate his relationship with a Trading Advisor, such event could have a material adverse effect on the Trust and its performance.

 

(45)New Trading Advisors

 

The Managing Owner may terminate, substitute or retain Trading Advisors on behalf of the Trust in its sole discretion. The addition of a new Trading Advisor and/or the removal of one of the current Trading Advisors may cause disruptions in trading as assets are reallocated and new Trading Advisors transition over, which may have an adverse effect on the Net Asset Value of the Trust. The Managing Owner will actively manage the Trust’s investment portfolio, which may result in frequently changing either the composition of the portfolio or the allocation of the Trust’s assets among the Trading Advisors comprising the Trust’s investments. A Trading Advisor generally is required to recoup previous trading losses before it can earn performance-based compensation. However, the Managing Owner may elect to replace a Trading Advisor that has a “loss carryforward.” In that case, the Trust would lose the “free ride” of any potential recoupment of the prior losses of such Trading Advisor. In addition, the new Trading Advisor would earn performance-based compensation on the first dollars of investment profits.

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It is also possible that (i) the advisory agreement with any Trading Advisor, once it expires, will not be renewed on the same terms as the current advisory agreement for that Trading Advisor, (ii) if assets of the Trust allocated to a particular Trading Advisor are reallocated to a new or different Trading Advisor, the new or different Trading Advisor may not manage the assets on terms as favorable to the Trust as those negotiated with the previous Trading Advisor, (iii) the addition of a new Trading Advisor and/or the removal of one of the current Trading Advisors may cause disruptions in trading as assets are reallocated or (iv) the services of a replacement Trading Advisor may not be available. There is severe competition for the services of qualified Trading Advisors, and the Managing Owner may not be able to retain replacement or additional Trading Advisors on acceptable terms. The effect of the replacement of or the reallocation of assets away from a Trading Advisor therefore, could be significant.

 

(46)Trading Advisor Restrictions

 

There are a number of Trading Advisors whose services are not generally available to the investing public. These Trading Advisors generally place stringent restrictions on the number of persons whose money they will manage. As a result, certain Trading Advisors to which the Managing Owner would like to allocate Trust assets may limit, or not be able to accept any, allocation of Trust assets. This could adversely affect the Trust’s investment strategy and, consequently, its returns.

 

Moreover, there may be times when the Trust will allocate assets with respect to a particular Trading Advisor in a different manner than another fund or account managed by the Managing Owner or its affiliates. For instance, to satisfy redemption requests, the Managing Owner may withdraw Trust assets from one Trading Advisor while a fund operated by an affiliate of the Managing Owner may be allocating additional assets to that same Trading Advisor. Consequently, the Trust could incur losses or lose out on certain gains from which other affiliated funds or accounts may benefit.

 

In addition, Trading Advisors may have restrictions in their governing documents (e.g., articles of association or partnership agreements) that limit the Trust’s ability to withdraw funds from or invest with the relevant Trading Advisor, other than at specified times such as the end of the year. The Managing Owner’s ability to withdraw funds from or invest funds with a particular Trading Advisor with such restrictions will be limited and such restrictions will limit the Managing Owner’s flexibility to reallocate such assets among Trading Advisors.

 

(47)Trust Trading is Not Transparent

 

The trading decisions in respect of the Trust are made by one or more Trading Advisors. While the Managing Owner receives daily trade confirmations from the clearing broker and foreign exchange dealers, such information is not provided to Unitholders and the Trust’s trading results are reported to the Unitholders monthly. Accordingly, an investment in the Trust does not offer you the same transparency, i.e., an ability to review all investment positions daily, that a personal trading account offers. The Managing Owner may (but is under no obligation to) provide estimated daily or weekly values to Unitholders.

 

(48)Incentive Fee Agreements with Trading Advisors

 

The Managing Owner pays each Trading Advisor incentive fees based on the trading profits earned by it for the assets of the Trust that such Trading Advisor manages, including unrealized appreciation on open positions. Accordingly, it is possible that the Managing Owner will pay an incentive fee on trading profits that do not become realized. Also, because the Trading Advisors are compensated based on the trading profits earned, each of the Trading Advisors has a financial incentive to make investments that are riskier than might be made if the Trust’s assets were managed by a Trading Advisor that did not receive performance-based compensation. Also, such incentive or performance based payments may be paid to Trading Advisors who show net profits, even though the Trust, as a whole, incurs a net loss.

 

(49)Possible Adverse Effects of Increasing the Assets Managed by the Trading Advisors

 

We believe that none of the Trading Advisors intend to limit the amount of additional equity that they may manage, and each will continue to seek major new accounts. However, the rates of returns achieved by a Trading Advisor often diminish as the assets under its management increase. This can occur for many reasons, including the inability of the Trading Advisor to execute larger position sizes at desired prices and because of the need to adjust the Trading Advisor’s trading program to avoid exceeding speculative position limits. These limits are established by the CFTC and the exchanges on the number of speculative futures and options contracts in a commodity that one trader may own or control. Furthermore, if the Trading Advisors for the Trust cannot manage any additional allocation from the Trust, the Managing Owner may add additional Trading Advisors for the Trust who may have less experience or less favorable performance than the existing Trading Advisors.

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(50)Each Trading Advisor Advises Other Clients and may Achieve More Favorable Results for its Other Accounts

 

Each of the Trading Advisors currently manages other trading accounts, and each will remain free to manage additional accounts, including its own accounts, in the future. A Trading Advisor may vary the trading strategies applicable to the Trust from those used for its other managed accounts, or its other managed accounts may impose a different cost structure than that of the Trust. Consequently, the results any Trading Advisor achieves for the Trust may not be similar to those achieved for other accounts managed by the Trading Advisor or its affiliates at the same time. Moreover, it is possible that those other accounts managed by the Trading Advisor or its affiliates may compete with the Trust for the same or similar positions in the commodity interest markets and that those other accounts may make trades at better prices than the Trust.

 

A Trading Advisor may also have a financial incentive to favor other accounts because the compensation received from those other accounts exceeds, or may in the future exceed, the compensation that it receives from managing the account of the Trust. Because records with respect to other accounts are not accessible to Unitholders, Unitholders will not be able to determine if any Trading Advisor is favoring other accounts.

 

(51)Risks of Investing in Private Funds

 

The assets of each Series are substantially invested in commodity pools offered through the Galaxy Plus Platform, and accordingly, each Series’ performance depends substantially upon the performance of each such commodity pool. Factors that may significantly affect a commodity pool’s performance include the investment strategies selected for it by the sponsor, Gemini Alternative Funds, LLC (the “Sponsor” or “Gemini”) and/or such commodity pool’s Trading Advisor in their sole discretion, the commodity pool’s adherence to the selected strategies, the effectiveness of such strategies and the specific trading activities of the commodity pool’s Trading Advisor, including the Trading Advisor’s selection of financial instruments.  Each commodity pool on the Galaxy Plus Platform is advised by an independent Trading Advisor. As a result, many of the risks outlined above with respect to the Trading Advisors of each Series will also apply to the Trading Advisors of each commodity pool.

 

The Galaxy Plus Platform was formed in April 2015 and has a limited history of operations. The commodity pools offered on the platform are recently established with a limited operating history or, in some cases, newly established with no operating history. There is a limited performance history, or in some cases, no performance history, to serve as a factor in evaluating an investment in the commodity pools on the Galaxy Plus Platform.

 

A commodity pool may experience relatively large redemptions or investments related to actions of other investors in the commodity pool. In the event of such redemptions or investments, a Trading Advisor to the commodity pool could be required to sell futures, options or other investments or to invest cash at a time when it is not advantageous to do so, harming the performance of a Series.

 

The commodity pools on the Galaxy Plus Platform operate independently from each Series, the Trust and the Managing Owner. The Managing Owner will have no control over, or involvement in, the operation and administration of the commodity pools. Gemini, as the sponsor of the commodity pools, may make operational and administrative decisions that could adversely affect the performance of the commodity pool and the value of a Series’ investment in the commodity pool.

 

The Galaxy Plus Platform and/or its Sponsor will have the ability to restrict investments into, or divestments from, any of the commodity pools on the Galaxy Plus Platform. The success of each Series depends upon the ability to select Trading Advisors in the Galaxy Plus Platform through investments into, or divestments from, one or more commodity pools. If investments into or out of a commodity pool are limited or restricted by the Galaxy Plus Platform and/or its Sponsor, Gemini, the performance of a Series may be adversely affected.

 

Unlike the Trading Companies managed by the Managing Owner, the on-going business operations of the Galaxy Plus Platform are administered by Gemini. If Gemini ceases operating, or effects administrative or other changes to, the Galaxy Plus Platform, a Series may no longer be able to access one or more Trading Advisors available through commodity pools on the Galaxy Plus Platform. The inability to gain exposure to Trading Advisors through the Galaxy Plus Platform may materially affect the performance of a Series. Each Series is subject to certain risks related to the operation and administration of the Galaxy Plus Platform by Gemini as a result of its investment in one or more commodity pools on the Galaxy Plus Platform. The investment of each Series in a commodity pool may be adversely affected due to possible human error or fraud on the part of an employee or agent of Gemini, prohibited trading activity by a commodity pool’s Trading Advisors due to a lack of internal controls or failed trading systems, Gemini’s noncompliance with applicable laws, rules and regulations and external events such as service provider failure, hardware or software failure or acts of god.

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In addition, as the use of technology increases, each Series may be more susceptible to operational risks through breaches in cyber security. A breach in cyber security refers to both intentional and unintentional events that may cause the Series to lose proprietary information or operational capacity or suffer data corruption. As a result, each Series may incur regulatory penalties, reputational damage, additional compliance costs associated with corrective measures, and/or financial loss. In addition, cyber security breaches of the Series’ third party service providers or issuers in which the Series invest may also subject the Series to many of the same risks associated with direct cyber security breaches.

 

(52)No Control over Private Fund

 

It may be difficult, if not impossible, for the Managing Owner to protect the Trust from the risk of a Trading Advisor’s fraud, misrepresentation or material strategy alteration. In addition, the Managing Owner will have no control over the counterparties with which a Galaxy Plus Platform effects transactions.

 

(53)Lack of Liquidity of Private Fund Assets

 

Private Fund assets may, from time to time, consist of securities or other financial instruments or obligations which are thinly traded or for which no market exists or which are restricted as to their transferability under federal or state securities laws. The sale of any such investments may be possible only at substantial discounts. Further, such investments may be extremely difficult to value with any degree of certainty.

 

Risks Related to the Registrant’s Structure

 

(54)Limited Liquidity and Transferability of Units

 

An investment in the Trust involves limited liquidity and the Units are not freely transferable. There is no secondary market for the Units and none is expected to develop. While the Units may be redeemed, there are restrictions, and fees may be assessed. For example, Units may be redeemed only as of each Valuation Day provided a Request for Redemption is received at least five business days prior to the end of such month excluding the last business day of the month.

 

(55)Limited Ability to Liquidate Investments in Private Funds

 

There is no public market for an investment in a Private Fund made by the Trust. Such investments cannot be transferred, assigned, pledged or encumbered except on the terms and conditions set forth in the organizational documents of the Private Fund. Although the Trust has the right to redeem such interests as provided in the Galaxy Plus Funds organizational documents, such rights are restricted as provided therein. Galaxy Plus Funds currently offer weekly liquidity with two days prior written notice.

 

(56)Compulsory Redemption

 

The Managing Owner, in its sole discretion, upon 48 hours’ prior written notice to a Unitholder, may compel redemption of any or all of a Unitholder’s Units for any reason.

 

(57)Determination of Net Profit and Loss

 

In order to determine net profits and losses, the investment positions and other assets held by the Trust must be valued. In valuing the Trust’s assets, the Administrator will receive input from third parties (including pricing services, data providers, Brokers) and generally will rely on such information in determining valuations. The Managing Owner will review all valuations and calculations with the Administrator in accordance with the Trust’s valuation policies and procedures. Should these valuations prove to be incorrect, the Trust may experience losses.

 

(58)Adjustments

 

The Trust will permit redemptions to be made and subscriptions to be accepted at times other than at the end of a Fiscal Year. At any such time, an interim closing effectively will occur on the basis of unaudited financial statements. Because there may be a greater risk of error when unaudited financial statements are used, Unitholders may be adversely affected by errors, if any, in such unaudited financial statements. The Managing Owner is authorized to make an adjustment in the determination of net profit or net loss if the Managing Owner, in good faith, considers such adjustment to be necessary and equitable to correct material errors in unaudited financial information. However, the Managing Owner may not be aware of an error before a Unitholder redeems its Unit, and there may be other limitations on the Managing Owner’s ability to make any adjustment.

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(59)Reserve for Contingent Liabilities

 

Under certain circumstances, the Trust may find it necessary to set up a reserve for contingent liabilities. If that occurs, this may be taken into account in the calculation of Net Asset Value, and the Trust may withhold a certain portion of your redemption amount. Similar provisions may be contained in the governing instruments for Trading Advisors. This could occur, for example, (i) if some of the positions of the Trust were illiquid, (ii) if there are any assets which cannot be properly valued on the redemption date, or (iii) if there is any pending transaction or claim by or against the Trust or the Trading Advisor involving or which may affect your book capital account or your obligations.

 

(60)Various Actual and Potential Conflicts of Interest May Be Detrimental to Unitholders

 

The Trust is subject to actual and potential conflicts of interests involving the Managing Owner, the Trading Advisors, various brokers and selling agents. The Managing Owner, the Trading Advisors, and their respective principals, all of which are engaged in other investment activities, are not required to devote substantially all of their time to the Trust’s business, which also presents the potential for numerous conflicts of interest with the Trust. As a result of these and other relationships, parties involved with the Trust have a financial incentive to act in a manner other than in the best interests of the Trust and its Unitholders. The Managing Owner has not established any formal procedure to resolve conflicts of interest. Consequently, Unitholders will be dependent on the good faith of the respective parties subject to such conflicts to resolve them equitably.

 

The Trust may be subject to certain conflicts with respect to its clearing brokers, its futures brokers, and any executing broker including, but not limited to, conflicts that result from receiving greater amounts of compensation from other clients, purchasing opposite or competing positions on behalf of third party accounts traded through the clearing broker, the futures broker and executing brokers.

 

The Selling Agent and the Correspondent Selling Agents will be entitled to ongoing compensation as a result of their clients holding Units, so a conflict exists between their interest in maximizing compensation and in advising their clients to make investment decisions in such clients’ best interests.

 

The Managing Owner and the Selling Agent are both owned by Kenmar Olympia, LLC., which could give rise to conflicts of interest because their compensation in each role is based on the Net Asset Value of Units outstanding. Like the employees of the Correspondent Selling Agents, the employees of the Selling Agent may have a conflict of interest between acting in the best interest of their clients and assuring continued compensation to their employer. The Managing Owner, and the Trust’s service providers each have several actual and potential conflicts of interest relating to their respective duties to the Trust.

 

(61)Cross Class Liabilities

 

The Classes issued within the Trust are not separate legal entities. Each separate Class of Units will represent a separate account and will be maintained with separate accounting records. However, the Trust will be treated as one entity. Thus all of the assets of the Trust will be available to meet all of the liabilities of the Trust, regardless of the separate Class of Units to which such assets or liabilities are attributable. If the assets attributable to one Class of Units of the Trust were completely depleted by trading losses and a trading deficit remained, a creditor could enforce a claim against the other Classes of the Trust. In practice, cross series liability will usually only arise where any Class becomes insolvent or exhausts it assets and is unable to meet all of the liabilities attributable to such Class. At the date of this report, the Managing Owner is not aware of any such existing or contingent liability.

 

(62)Substantial Redemptions

 

In the event that there are substantial redemptions from the Trust, it may be more difficult for the Trust to generate the same level of profits operating on a smaller capital base. Under such circumstances, in order to provide sufficient funds to pay redemptions, the Managing Owner might be required to cause the Registrants Trading Investments to liquidate positions more rapidly than otherwise desirable. Illiquidity in the markets could make it difficult to liquidate positions on favorable terms, which could result in additional losses.

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(63)Possibility of Termination of the Trust Before Expiration of its Stated Term

 

The Managing Owner may withdraw from the Trust upon 120 days’ notice, which would cause the Trust to terminate unless a substitute managing owner was obtained. Other events, such as a long-term substantial loss suffered by the Trust, could also cause the Trust to terminate before the expiration of its stated term. This could cause you to liquidate your investments and upset the overall maturity and timing of your investment portfolio. If the registrations with the CFTC or memberships in the NFA of the Managing Owner or the clearing broker were revoked or suspended, such entity would no longer be able to provide services to the Trust.

 

(64)Need for Risk Controls and Compliance Procedures

 

Events during the past few years, including bankruptcy and other adverse financial results of major financial institutions, have focused attention upon the necessity for firms to maintain adequate risk controls and compliance procedures. There is no assurance that the Trust’s controls and procedures will be adequate. These events have also raised concerns as to the manner in which certain exchanges monitor trading activities and implement regulations to protect customer funds.

 

(65)No Representation or Other Independent Experts

 

The Managing Owner has consulted with counsel, accountants and other experts regarding the formation and operation of the Trust and this offering. The Trust’s legal counsel does not represent prospective investors in connection with this offering. Prospective investors are advised to consult their own independent counsel with respect to the legal and tax implications of an investment in Units.

 

Regulatory and Other Risks

 

(66)Federal Agencies, Including the SEC and the CFTC, Regulate Certain Activities of the Trust

 

Regulatory changes could adversely affect the Trust by restricting its trading activities and/or increasing the costs or taxes to which the investors are subject. The Dodd-Frank Act, among other things, grants the CFTC and SEC broad rulemaking authority to implement various provisions of the Dodd-Frank Act, including comprehensive regulation of the over-the-counter derivatives market and certain foreign exchange transactions. The implementation of the Dodd-Frank Act could adversely affect the Trust by increasing transaction and/or regulatory compliance costs. In addition, greater regulatory scrutiny may increase the Trust’s and the Managing Owner’s exposure to potential liabilities. Increased regulatory oversight can also impose administrative burdens on the Managing Owner, including, without limitation, responding to investigations and implementing new policies and procedures. As a result, the Managing Owner’s time, attention and resources may be diverted from portfolio management activities.

 

Other potentially adverse regulatory initiatives could develop suddenly and without notice.

 

(67)CFTC Registrations could be Terminated which could Adversely Affect the Trust

 

If the CEA registrations or NFA memberships of the Managing Owner or the registered Trading Advisors were no longer effective, these entities would not be able to act for the Trust, which could adversely affect the Trust.

 

(68)Possible Effects of Speculative Position Limits

 

The CFTC and/or U.S. exchanges have established “speculative position limits” on the maximum net long or net short position which any person or group of persons may hold or control in particular futures, options on futures and swaps that perform a significant price discovery function. Most exchanges also limit the amount of fluctuation in commodity futures contract prices on a single trading day. The trading instructions of the Trading Advisors may have to be modified, and positions held by the Trust may have to be liquidated in order to avoid exceeding these limits. Such modification or liquidation could adversely affect the operations and profitability of the Trust by increasing transaction costs to liquidate positions and limiting potential profits on the liquidated positions.

 

In October 2011, the CFTC adopted new rules governing position limits. In September 2012, these rules were vacated by the United States District Court for the District of Columbia and remanded to the CFTC for further consideration. It is possible, nevertheless, that these rules may take effect in some form via re-promulgation or a successful appeal by the CFTC of the District Court’s ruling. The vacated rules established position limits on certain futures contracts and any economically equivalent futures, options and swaps. These rules could have an adverse effect on the Trading Advisors trading for the Trust.

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(69)Compliance with ERISA Restrictions

 

The Managing Owner intends to use reasonable efforts to cause employee benefit plans subject to ERISA and/or plans subject to Section 4975 of the Code and other “benefit plan investors”, as defined in the Plan Asset Regulation and modified by the Pension Protection Act of 2006, to hold in the aggregate less than 25% of the Units in the Trust and of each other class of equity interests in the Trust. The Managing Owner shall use reasonable efforts to restrict transfers or purchases of any equity interest in the Trust so that ownership of each class of equity interests in the Trust by benefit plan investors will remain below the 25% threshold contained in the Plan Asset Regulation. In this event, although there can be no assurance that such will be the case, the assets of the Trust should not constitute “plan assets” for purposes of ERISA and Section 4975 of the Code.

 

If the assets of the Trust were to become “plan assets” subject to ERISA and Section 4975 of the Code, certain investments made or to be made by the Trust in the normal course of its operations might result in non-exempt prohibited transactions and might have to be rescinded. If at any time the Managing Owner determines that assets of the Trust may be deemed to be “plan assets” subject to ERISA and Section 4975 of the Code, the Managing Owner may take certain actions it may determine to be necessary or appropriate, including requiring one or more Unitholders to redeem or otherwise dispose of all or part of their Unit in the Trust or terminating and liquidating the Trust.

 

(70)U.S. Regulation

 

The offering of Units has not been registered under the Securities Act or the laws of any applicable jurisdiction. The Trust is not required to register, and is not registered, as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). Accordingly, Unitholders will not have the protections afforded by the Investment Company Act (which, among other matters, requires investment companies to have a majority of disinterested directors and regulates the relationship between the advisor and the investment company). The Managing Owner is registered as an investment advisor with the SEC under the Investment Advisers Act of 1940, as amended.

 

(71)Unitholders Taxed Currently

 

If the Registrant has profit for a taxable year, the profit will be includible in your taxable income, whether or not cash or other property is actually distributed to you by the Registrant. The Managing Owner presently does not intend to make any distributions from the Registrant. Accordingly, it is possible that U.S. federal income taxes on your allocable share of the Registrant’s profits may exceed the amount of distributions to you, if any, for a taxable year, so that you must be prepared to fund any tax liability from redemptions of Units or other sources. In addition, the Registrant may have capital losses from trading activities that cannot be deducted against the Registrant’s ordinary income (e.g., interest income, periodic net swap payments) so that you may have to pay taxes on ordinary income even if the Registrant generates a net loss.

 

(72)Limitation on Deductibility of “Investment Advisory Expenses”

 

Non-corporate taxpayers are subject to certain limitations for deductions for “investment advisory expenses” for U.S. federal income tax and alternative minimum tax purposes. The IRS could argue that certain Registrant expenses are investment advisory expenses. Prospective investors should discuss with their tax advisors the tax consequences of an investment in the Registrant.

 

(73)Taxation of Interest Income Irrespective of Trading Losses

 

The Net Asset Value per Unit reflects the trading profits and losses as well as the interest income earned and expenses incurred by the Trust. However, losses on the Trust’s trading will be almost exclusively capital losses, and capital losses are deductible against ordinary income only to the extent of $3,000 per year in the case of non-corporate taxpayers. Consequently, if a non-corporate Unitholder had, for example, an allocable trading (i.e., capital) loss of $10,000 in a given fiscal year and allocable interest (i.e., ordinary) income (after reduction for expenses) of $5,000, the Unitholder would have incurred a net loss in the Net Asset Value of such Unitholder’s Units equal to $5,000 but would recognize taxable income of $2,000 (assuming a 40% tax rate). The limited deductibility of capital losses for non-corporate Unitholders could result in such Unitholders having a tax liability in respect of their investment in the Trust despite incurring a financial loss on their Units.

 

(74)Possibility of a Tax Audit of Both the Trust and the Unitholders

 

The tax returns of the Trust may be audited by the IRS. If such an audit results in an adjustment, Unitholders could themselves be audited as well as being required to pay additional taxes, interest and possibly penalties.

 

(75)Short-Term Capital Gain

 

Profits on futures contracts traded in regulated U.S. and some foreign exchanges, foreign currency contracts traded in the interbank market, and U.S. and some foreign exchange-traded options on commodities are generally taxed as short-term capital gain to the extent of 40% of gains with respect to section 1256 contracts and at least 50% of the gain arising from a mixed straddle account and are currently taxed at a maximum marginal ordinary U.S. federal income tax rate of 35%.

26

(77)Tax Laws Are Subject to Change at Any Time

 

Tax laws and court and IRS interpretations thereof are subject to change at any time, possibly with retroactive effect. Prospective investors are urged to discuss scheduled and potential tax law changes with their tax advisors.

 

PROSPECTIVE INVESTORS ARE STRONGLY URGED TO CONSULT THEIR OWN INDEPENDENT TAX ADVISERS AND COUNSEL WITH RESPECT TO THE POSSIBLE FEDERAL, STATE, LOCAL, FOREIGN AND OTHER TAX CONSEQUENCES TO THEM OF AN INVESTMENT IN THE Registrant; SUCH TAX CONSEQUENCES MAY DIFFER IN RESPECT OF DIFFERENT INVESTORS.

 

THE FOREGOING RISK FACTORS DO NOT PURPORT TO BE A COMPLETE EXPLANATION OF THE RISKS INVOLVED IN THE OFFERING. PROSPECTIVE INVESTORS MUST READ THE ENTIRE Confidential Private Placement MEMORANDUM INCLUDING ALL APPENDICES THERETO AND MUST CONSULT THEIR OWN PROFESSIONAL ADVISORS BEFORE DECIDING TO INVEST IN UNITS.

 

ITEM 1B.UNRESOLVED STAFF COMMENTS

 

None

 

ITEM 2.PROPERTIES

 

The Registrant does not own or lease any physical properties in the conduct of its business. The Registrant’s only place of business is the place of business of the Managing Owner, located at 680 Fifth Avenue, Suite 1901, New York, New York 10019.

 

Certain administrative services are provided by Gemini Hedge Fund Services, LLC, the Registrant’s administrator, which is located at 80 Arkay Drive, Hauppauge, NY 11788. In addition, the Administrator maintains certain books and records of the Registrant, including certain books and records required by CFTC Rule 4.23(a), at its offices located as specified above.

 

ITEM 3.LEGAL PROCEEDINGS

 

There are no material legal proceedings pending, on appeal, or concluded to which the Registrant is a party or to which any of its assets are subject.

 

ITEM 4.MINE SAFETY DISCLOSURES

 

None

 

[Remainder of page left blank intentionally.]

27

PART II

 

ITEM 5.MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 

Information with respect to the offering of Units and the use of proceeds is incorporated by reference from Note 1 of the Registrant’s 2017 Annual Report to this section, which is filed as an exhibit hereto.

 

There is no established public trading market for Units of the Trust, and a significant secondary market for the additional contributions raised through the continuous offering of units (“Limited Units”) has not developed, and is not expected to develop in the future. There are also certain restrictions set forth in the Trust Agreement limiting the ability of a Unitholder to transfer Units to the different Classes. However, Limited Units may be redeemed on a monthly basis. Redemptions are calculated based on the Registrant’s then current Net Asset Value per Unit as of the close of business on the last business day of the month in which the redemption request is affected.

 

The following table sets forth purchases of Managing Owner Units by the Managing Owner during the period from September 28, 2004 (inception) through December 31, 2017.

 

   Amount of 
Date of Sale  Units Sold   Cash Received 
March 10, 2005   10   $1,000 
December 1, 2005   3,080   $308,000 
January 1, 2006   765   $74,535 
February 1, 2006   416   $40,000 
March 1, 2006   256   $24,489 
April 1, 2006   223   $21,560 
May 1, 2006   265   $27,537 
June 1, 2006   454   $47,400 
July 1, 2006   575   $59,000 
August 1, 2006   530   $52,350 
September 1, 2006   403   $39,200 
October 1, 2006   374   $36,000 
November 1, 2006   189   $18,000 
December 1, 2006   11   $1,000 
January 1, 2007   62   $6,000 
February 1, 2007   217   $21,000 
March 1, 2007   109   $10,000 
August 1, 2007   30   $3,000 
September 1, 2007   10   $1,000 
October 1, 2007   49   $5,000 
November 1, 2007   28   $3,000 
December 1, 2007   19   $2,000 
January 1, 2008   265   $29,000 
March 1, 2008   113   $15,000 
April 1, 2008   258   $40,000 
May 1, 2008   419   $50,000 
June 1, 2008   329   $40,000 
July 1, 2008   497   $61,000 
August 1, 2008   294   $35,000 
September 1, 2008   347   $40,000 
October 1, 2008   196   $22,000 

 

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

 

The Managing Owner redeemed all of its Units in the Registrant. As of February 1, 2018, there were 539 holders of record owning 77,410.76 Units, which include 0 Managing Owner Units.

28

The Managing Owner has sole discretion in determining what distributions, if any, the Registrant will make to Unitholders. The Registrant has never declared a dividend and does not intend to do so in the future. The Registrant did not repurchase any Units registered pursuant to Section 12 of the Securities Exchange Act of 1934 (the “Exchange Act”) during the period January 1, 2013 through December 31, 2017.

 

ITEM 6.SELECTED FINANCIAL DATA

 

The following table presents selected financial data of the Registrant for the years ended December 31, 2013 to December 31, 2017. This data should be read in conjunction with the financial statements of the Registrant and the notes thereto on pages 58 through 77 of the Registrant’s 2017 Annual Report, which is filed as an exhibit hereto.

 

   Year Ended December 31, 
   2017   2016   2015   2014   2013 
                     
Total revenues (including interest)  $6,252   $(41,059)  $(805,423)  $(2,100,266)  $(5,510,870)
Net (loss)  $(608,288)  $(617,026)  $(1,622,869)  $(3,411,290)  $(8,917,010)
Net (loss) per weighted average Unit - Class I  $(5.34)  $(4.93)  $(10.37)  $(12.94)  $(11.94)
Net (loss) per weighted average Unit - Class II  $(6.79)  $(3.63)  $(9.88)  $(15.47)  $(11.26)
Net (loss) per weighted average Unit - Class III  $(6.97)  $   $   $   $ 
Total assets  $6,486,901   $8,727,414   $11,358,232   $16,017,709   $56,513,743 
Net Asset Value per Unit - Class I  $67.18   $74.05   $78.87   $89.33   $93.80 
Net Asset Value per Unit - Class II  $81.96   $88.67   $92.65   $102.94   $106.03 
Net Asset Value per Unit - Class III  $92.10   $   $   $   $ 

 

ITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

Critical Accounting Policies

 

General

 

Preparation of the financial statements and related disclosures in compliance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires the application of appropriate accounting rules and guidance. Applying these policies requires the Managing Owner to make judgments, estimates and assumptions in connection with the preparation of the Registrant’s financial statements. Actual results may differ from the estimates used.

 

The Managing Owner has evaluated the Registrant’s financial statements and related disclosures and has determined that the policies discussed below are critical accounting policies because they involve estimates, judgments and assumptions that are particularly complex, subjective or uncertain. For further discussion of the Registrant’s significant accounting policies, see Note 2 of the Registrant’s 2017 Annual Report, which is filed as an exhibit hereto.

 

The Registrant records all investments at fair value in its financial statements, with changes in fair value reported in the statements of operations. Generally, fair values are based on quoted market prices; however, in certain circumstances, significant judgments and estimates are involved in determining fair value in the absence of an active market closing price. The Registrant considers its investments in publicly-traded mutual funds to be based on quoted prices in active markets for identical assets (Level 1) and inputs other than quoted market prices that are observable for asset or liability, either directly or indirectly (level 2). Level 3 inputs reflect the Registrant’s assumptions that it believes market participants would use in pricing the asset or liability. The Registrant develops Level 3 inputs based on the best information available in the circumstances, which may include indirect correlation to a market value, combinations of market values or the Registrant’s proprietary data. Level 3 inputs generally include information derived through extrapolation or interpolation of observable market data. The Registrant does not currently have any investments valued using Level 3 inputs.

29

The investment in Affiliated Investment Funds is reported in the Registrant’s statements of financial condition and is considered a Level 2 investment. In determining the level, the Registrant considers the length of time until the investment is redeemable, including notice and lock-up periods or any other restriction on the disposition of the investment. The Registrant also considers the nature of the portfolios of the underlying Affiliated Investment Funds and their ability to liquidate their underlying investments. The Registrant has the ability to redeem its investments at the reported net asset valuation as of the measurement date (see Note 7 of the Registrant’s 2017 Annual Report, which is filed as an exhibit hereto) and classified its investment in Affiliated Investment Funds as Level 2 using the fair value hierarchy. Fair value ordinarily is the value determined for the Affiliated Investment. The Registrants Trading Investments are reported at fair value in the Registrant’s statements of financial condition. As a practical expedient, fair value ordinarily is the fund’s net asset value as determined for the Registrants Trading Investments in accordance with the fund’s valuation policies and reported at the time of the Registrant’s valuation by the management of the funds. Generally, the fair value of the Registrants Trading Investments represents the amount that the Registrant could reasonably expect to receive if the Registrant’s investment was redeemed at the time of the valuation, based on information reasonably available at the time the valuation is made and that the Registrant believes to be reliable.

 

Of the Registrant’s investments at December 31, 2017, $163,470 or 2.65 % were classified as Level 1 and a majority of the remainder of Net Asset Value $4,736,849 or 76.70% was invested in Registrants Trading Investments as Level 2. Of the Registrant’s investments at December 31, 2016, $1,724,151 or 20.46 % were classified as Level 1 and $6,581,469 or 78.11% as Level 2. There were no Level 3 investments at December 31, 2017 or 2016 nor any portion of the interim periods.

 

The Registrant invests a portion of the excess cash balances not required for margin through certain investment funds which invest in (i) U.S. government securities (which include any security issued or guaranteed as to principal or interest by the United States), (ii) any certificate of deposit for any of the foregoing, including U.S. treasury bonds, U.S. treasury bills and issues of agencies of the United States government, (iii) corporate bonds or notes, or (iv) other instruments permitted by applicable rules and regulations (collectively, “Certain Investment Funds”). Such excess cash balances were held at US Bancorp Fund Services LLC as transfer agent for Double Line funds, at December 31, 2017 and 2016. The objective is to obtain a rate of return for the Registrant that balances risk and return relative to the historically low yields on short-term cash deposits with banks and/or brokerage firms. There is no guarantee that the Managing Owner will be successful in investing the excess cash successfully to obtain a greater yield than available on short-term cash deposits with banks and/or brokerage firms. The Managing Owner is paid monthly 1/12th of 50% of the first 1% of the positive returns earned on the Registrant’s investments in Certain Investment Funds. The calculation is based on the Registrant’s average annualized Net Asset Value, and any losses related to returns on the Certain Investment Funds must first be recovered through subsequent positive returns prior to the Managing Owner receiving a payment. After the calculation of the amount payable to the Managing Owner, the Registrant will be credited with all additional positive returns (or 100% of any losses) on the Registrant’s investment in Certain Investment Funds. If, at the end of any calendar year, a loss has been incurred on the returns for the Certain Investment Funds, then the loss carry forward will reset to zero for the next calendar year with regards to the calculation of the Managing Owner’s portion of the Certain Investment Fund’s income.

 

In May 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2015-07 (“ASU 2015-07”), Disclosures for Investments in Certain Entities that Calculate Net Asset Value per Share (or its Equivalent). ASU 2015-07 removes the requirement to categorize within the fair value hierarchy all investments for which fair value is measured using net asset value per share as a practical expedient. ASU 2015-07 is effective for fiscal years beginning after December 15, 2015. The adoption of ASU 2015-07 did not have a material impact on the Company’s financial statements.

 

Liquidity and Capital Resources

 

The Registrant commenced operations on December 1, 2005 with gross proceeds of $31,024,443 allocated to commodities trading. Additional contributions raised through the continuous offering of limited units (“Limited Units”) and general units (“General Units” or “Managing Owner Units” and, together with the Limited Units, “Units”) of beneficial ownership in the Registrant for the period from December 1, 2005 (commencement of operations) to December 31, 2017 resulted in additional gross proceeds to the Registrant of $195,857,057. 

 

Limited Units in the Registrant may be redeemed on a monthly basis. Subscriptions were no longer accepted effective December 2013.

30

Subscriptions and Redemptions

 

Year Ended December 31, 2017

 

Subscriptions of Limited Units for the year ended December 31, 2017 were $4,390,827. Redemptions of Limited Units for the year ended December 31, 2017 were $6,031,895. Subscriptions were related to the issuance of Class III units.

 

Year Ended December 31, 2016

 

Subscriptions of Limited Units for the year ended December 31, 2016 were $0. Redemptions of Limited Units for the year ended December 31, 2016 were $2,161,644.

 

Year Ended December 31, 2015

 

Subscriptions of Limited Units for the year ended December 31, 2015 were $0. Redemptions of Limited Units for the year ended December 31, 2015 were $2,817,621.

 

Liquidity

 

A portion of the Registrant’s net assets is held in cash, as the Registrant invests its assets in notionally Funded Registrant Trading Investments.

 

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

 

Since the Registrant’s business is to trade futures, forward and option contracts through its investment in Registrants Trading Investments, its capital is at risk due to changes in the value of these contracts (market risk) or the inability of counterparties to perform under the terms of the contracts (credit risk). The Registrant’s exposure to market risk is influenced by a number of factors including the volatility of interest rates and foreign currency exchange rates, the liquidity of the markets in which the contracts are traded and the relationships among the contracts held. The inherent uncertainty of the Registrant’s speculative trading as well as the development of drastic market occurrences could result in losses considerably beyond the Registrant’s experience to date and could ultimately lead to a loss of all or substantially all of Unitholders’ capital. See Note 10 of the Registrant’s 2017 Annual Report, which is filed as an exhibit hereto, for further discussion on the credit and market risks associated with the Registrant’s futures, forwards and option contracts held indirectly through Registrants Trading Investments.

 

There are no known material trends, demands, commitments, events or uncertainties at the present time that are reasonably likely to result in the Registrant’s liquidity increasing or decreasing in a material way.

 

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

31

Market Overview

 

Following is a market overview for the years ended December 31, 2017, 2016 and 2015:

 

Year Ended December 31, 2017

 

Benchmark U.S. equity indices marked all-time highs during the third quarter as economic growth continued to support corporate earnings while inflationary pressures remained subdued. The EuroStoxx 50 index also marked records as Euro-area optimism rose to a 12-year high amid signs of a strengthening economy. In Asia as well, stock indices were buoyed as the Hang Seng rallied on improved earnings and a stable Chinese economy while the Topix marked 2-year highs as the Bank of Japan vowed to keep is accommodative policy in place.

 

Overall, U.S. and European bond prices tracked a similar course, as prices rose early on and then retreated in September. In the U.S., 10-year prices moved higher as the U.S. Federal Reserve took a dovish tone in the wake of weak inflation and economic readings; safe-haven buying as North Korea jitters intensified also buoyed prices. In September, those gains were erased as investors refocused on a December rate hike as Federal Reserve Chair Yellen indicated a willingness to pursue both higher rates and balance sheet reduction. Overseas, the German bund ended the quarter higher as the ECB kept its QE language unchanged while in the U.K, gilt prices ended the period lower on dovish BOE comments and Brexit worries. In Japan, JGB prices ended the period slightly higher.

 

In currencies, the U.S. dollar lost ground against its major counterparts as disarray in Trump’s administration, the Trump-Russian investigation, geopolitical tensions and a cloudy Federal Reserve outlook all weighed on the greenback. At quarter end, the dollar saw some relief as investors focused on the prospects for U.S. tax cuts and a December rate hike. In Europe, the euro continued to prosper, rising to a two-year high versus the dollar as sentiment in the region rose as a robust economic recovery was pared with a weak inflationary outlook. In the U.K., the British pound ultimately ended the quarter higher as a pick-up in U.K. inflation revived expectations for tighter monetary policy. In Asia, the Japanese yen traveled within wide bands as prices reacted to Bank of Japan policy divergence with its U.S. counter-part and safe haven buying as tensions in the region escalated.

 

In commodity markets, a commitment by Saudi Arabia to end the global supply glut and declining U.S. stockpiles combined to buoy WTI crude oil prices. The move was further underpinned on signs of increasing demand. Gasoline prices also rallied as Hurricane Harvey wreaked havoc on oil refinery operations in the Gulf; at quarter-end, gasoline prices sat close to two-year highs. In industrial metals, prices move higher on expectations for increased China demand; additionally, new Chinese measures to cut capacity and tighten environmental controls lifted prices. In precious metals, gold prices initially rallied on haven demand, dollar weakness and U.S. political concerns. In September, prices turned lower as geopolitical tensions eased and on optimism that Trump’s tax reform plans would buoy growth. In grains, corn and wheat ended the quarter lower as beneficial rains served to ease drought conditions resulting in sizable yields. Conversely, soybean prices rallied in September to end the quarter a bit higher as traders worried that warm temperatures would stress crops. In softs, sugar and London cocoa prices remained trapped within a trading range while London coffee prices slipped.

 

Year Ended December 31, 2016

 

U.S. equity indices began the year on a weak note, as prices tumbled to multi-month lows as skepticism over the strength of the global economy intensified. Thereafter, apart from brief - yet notable - pull-backs on the June Brexit vote and the November U.S. election, the trend was firmly higher. Upon reflection, the Trump victory proved to be a positive for the markets as investors focused on the promise of massive tax cuts and infrastructure spending. This enthusiasm, combined with a U.S. Federal Reserve rate hike, propelled U.S. indices to all-time highs in December. In western-European markets, the UK FTSE also ended the year at record highs as the post-Brexit decline in the British pound benefited exporters and commodity producers. Japanese equity markets also ended the year on a positive note as there as well, a sharp decline in the value of the currency during the 4th quarter boosted profit expectations for the indices constituents.

 

In currencies, the U.S. dollar spent much of the year drifting lower as deferred expectations for a U.S. Federal Reserve rate hike weighed on the greenback. That changed as better-than expected economic data, a Trump victory and hawkish Federal Reserve comments (which culminated in a December Fed interest rate hike) brightened the outlook for the greenback leaving the currency near 12-year highs at year-end. In other markets, Brexit uncertainty weighed on the British pound driving the currency to a three-decade low in October. The euro also ended the year lower on expectations for continued accommodative policy from the ECB. The safe-haven Japanese yen trended higher during the 1st half of the year only to give-up those gains as rising rates in the U.S. underscored the divergence between the two countries.

32

The primary drivers of global bond markets in 2016 were expectations for, and actions of, global central banks, Brexit, and the election of President Trump and his pro-growth economic agenda. In the U.S. market, the largest moves were seen in the beginning and end of year. In the first case, prices rallied sharply in January as expectations receded for Federal Reserve rate increases while in the second, prices fell sharply in November and into the last month of the year as the Federal Reserve raised rates eying the newly-elected President Trump’s promise of large fiscal stimulus. Conversely, In Europe, the bias was for lower rates on expectations of continued accommodate policy which left bond prices there generally higher at year end. In Japan, prices of the long-term government bond rallied through the 1st half of the year up until the third quarter when prices plunged as BOJ Governor Kuroda underwhelmed the market with less aggressive stimulus than what was anticipated; prices continued to drift lower thereafter.

 

As measured by the Bloomberg Commodity Index, commodities had their first positive year-end close since 2009. In part the enthusiasm was in anticipation of promised infrastructure spending by the new Trump administration. Witness copper and zinc, where prices jumped sharply in the 4th quarter rallying to a 17-month and nine-year high, respectively in November. Precious metals fared less well as gold slumped during the 4th quarter as Trump’s election spurred reflation hopes reducing the appeal of the yellow metal; gold nevertheless ended the year higher. In energy markets, crude oil broke out of its doldrums, capping its largest annual gain since 2009 as OPEC agreed to its first production cut in eight years to address record global inventories. Natural gas prices posted their largest annual gain since 2005 propelled by cold weather in the U.S.; this was a spectacular turnaround from early in the year when prices tumbled to the lowest levels since the 1990s. In grains, corn and wheat ended the year lower on sufficient global supplies while soybeans ended the year on a positive note. In tropical markets, cocoa prices fell to multi-year lows on sizable crops while Robusta coffee and sugar ended the year higher on supply worries.

 

Year Ended December 31, 2015

 

Price action during 2015 was influenced by several key macro factors including: divergence in global central bank activity, the outlook for growth in developed and emerging markets, particularly China; and plunging energy and commodity prices overall.

 

Global equity markets were mixed in 2015. Major U.S. benchmarks remained within broad ranges during the first half of the year as market participants debated the timing of a Federal Reserve rate increase. That changed in August as a surprise devaluation of the Chinese yuan sent shockwaves through the markets, resulting in steep declines in U.S. equity indices. With time, the market stabilized and by year-end U.S. indices had clawed-back the majority of their losses. While the Dow Industrials and S&P 500 ended the year lower, the tech-heavy NASDAQ did better, ending the year with gains. In Europe, there was a bit more optimism early-on as indices moved steadily higher during the 1st quarter as expectations solidified that the ECB would remain accommodative for the foreseeable future. Thereafter, worries over a potential “Grexit,” the Chinese devaluation and a more pessimistic overall view of global growth in general weighed on the markets. A fourth quarter rally left the German DAX higher at year-end. Conversely, the UK FTSE ended the year with losses as investors looked for the Bank of England to potentially raise rates in the New Year. In Japan, the Topix and Nikkei gained during the first half of the year on expectations for further stimulus, and, despite the August sell-off, these markets ended the year with profits.

 

In currency markets, the U.S. dollar was the winner against most major and emerging currencies, supported by expectations that the Federal Reserve would lift rates – which it did in mid-December. Other market movers during the year included the Swiss National Bank’s January surprise to abandon the Swiss franc’s cap against the euro and the Chinese yuan devaluation weakened commodity markets, in particular currencies, and contributed to overall global uncertainty.

 

Expectations for, and actions of, global central banks combined with the overall health of the global economy were the predominant influences in global bonds. The preoccupation of when the U.S. would lift rates and the subsequent parsing of every Fed statement and economic indicator resulted in a directionless path for U.S. bond prices for much of the year. Conversely, there were some longer-term directional moves in European and Japanese markets where it was anticipated that central banks would continue to take an accommodative stance.

 

Commodity markets swooned in 2015 as the Bloomberg Commodity Index fell to levels not seen since 1999. With the exception of cocoa, energies, metals, grains, meats, coffee and sugar all ended the year lower. OPEC’s strategy to defend market share against higher-cost producers and further to scrap productions targets overall, resulted in a global surplus that could well persist will into 2016. Accordingly crude oil prices plunged in 2015, ending the year at multi-year lows; mild weather in the U.S. sent natural gas prices to 16 year lows. Worries over Chinese demand weighed on industrial metals with copper and zinc prices falling close to six-year lows; nickel fell to a 12-year low. Sufficient supply amid weakened demand pressured grain and tropical prices.

33

Year Ended December 31, 2017

 

As of December 31, 2017, the allocation of the Registrant’s assets, through its investment in Galaxy Plus funds, trading strategy was as follows:

 

Fund  Trading Strategy
ADG Systematic Macro Feeder Fund (530) LLC (“ADG”)  Multi-strategy program
Fort Contrarian Feeder Fund (510) LLC (“FORT”  Trend follower
QIM Feeder Fund (526) LLC (“QIM”)  Trend follower

 

Year Ended December 31, 2016

 

As of December 31, 2016, the allocation of the Registrant’s assets, through its investment in Affiliated Investment Funds, to major sectors was as follows:

 

Sector  Allocation 
     
Currencies   26.46%
Energies   4.52%
Grains   2.86%
Indices   9.01%
Interest Rates   39.73%
Metals   17.42%
      
TOTAL   100%

 

Trading results for the major sectors in which the Registrant traded indirectly for the year ended December 31, 2016 were as follows:

 

Currencies: (+) The Registrant experienced gains in currencies as profits realized on the 4th quarter on the U.S. dollar rally were sufficient to erase the previous quarters’ losses.

 

Energies: (+) The Registrant experienced profits largely due to the 2nd quarter price rally in crude and its products.

 

Grains: (-) The Registrant experienced losses in grain markets largely due to losses in the 3rd quarter. Overall, largest individual market losses were seen in rough rice, oats and wheat. Trading in the bean complex was profitable.

 

Indices: (-) The Registrant experienced losses in the 1st half of the year and gained in the 2nd half. Largest individual market losses were posted in the UK FTSE and S&P500. Trading in other European markets was generally profitable.

 

Interest Rates: (+) The Registrant experienced gains in global interest rates largely due to positions during the 1st and 2nd quarters as global bond prices generally moved higher. The year’s largest gains were seen in German rates and the JGB.

 

Meats: (+) The Registrant experienced gains in meats.

 

Metals: (+) Registrant experienced gains in both precious and industrial metals. Profits were largest in gold during the first half as prices rallied on initial expectations that the Fed would refrain from raising interest rates. In industrial metals gains were largest in zinc.

 

Softs: (-) The Registrant experienced profits in tropicals as cocoa prices fell during the latter part of the year.

34

Year Ended December 31, 2015

 

As of December 31, 2015, the allocation of the Registrant’s assets, through its investment in Affiliated Investment Funds, to major sectors was as follows:

 

Sector  Allocation 
     
Currencies   18.76%
Energies   14.65%
Grains   7.18%
Indices   28.58%
Interest Rates   26.86%
Metals   1.21%
Tropicals   2.76%
      
TOTAL   100.00%
      

Trading results for the major sectors in which the Registrant traded indirectly for the year ended December 31, 2015 were as follows:

 

Currencies: (+) The Registrant experienced gains in currencies as the dollar ended the year higher against many developed and emerging market currencies.

 

Energies: (+) The Registrant experienced profits as prices of WTI and Brent crude oil fell to multi-year lows. Natural gas prices also moved sharply lower in 2015.

 

Grains: (-) The Registrant experienced losses in grain markets as prices slid on sufficient global supply amid weaker demand.

 

Indices: (-) The Registrant experienced losses, the largest of which were realized during the third quarter, as global indices reacted negatively to a surprise devaluation of the Chinese yuan.

 

Interest Rates: (-) The Registrant experienced losses in global interest rates largely due to positions during the 2nd and 4th quarters.

 

Meats: (+) The Registrant experienced gains in meats.

 

Metals: (-) The Registrant experienced losses in metals as unprofitable positions in precious metals erased gains in the base metals complex.

 

Softs: (-) The Registrant experienced losses in tropicals as prices ended the year lower with the exception of cocoa which rallied on fears of poor yields.

 

Year Ended December 31, 2017

 

The Net Asset Value per Unit of Class I as of December 31, 2017 was $67.18, a decrease of $6.87 from the December 31, 2016 Net Asset Value of $74.05.

 

The Net Asset Value per Unit of Class II as of December 31, 2017 was $81.96, a decrease of $6.71 from the December 31, 2016 Net Asset Value of $88.67.

 

The Net Asset Value per Unit of Class III as of December 31, 2017 was $92.10, a decrease of $7.90 from its original subscription on February 1, 2017.

35

The following table discloses each Registrants Trading Investments contribution to the Net Asset Values of Class I, Class II and Class III as of December 31, 2017, as well as the allocation of the Registrant’s assets to each Registrants Trading Investments at December 31, 2017. The table is based on the effect of a Unitholder that held Units for the full calendar year ending December 31, 2017 and is based on the average contribution per Registrants Trading Investments and net expenses for the relevant Class of Units.

 

WMT III Series J - Class I      WMT III Series J - Class II      WMT III Series J - Class III      Allocation of Assets as of 
Beginning UNAV   74.05   Beginning UNAV   88.67   Beginning UNAV   100.00    December 31, 2017 
CTA Choice FRT   (0.76)  CTA Choice FRT   (0.93)  CTA Choice FRT   (0.02)   0.00%
CTA Choice ISAT   0.13   CTA Choice ISAT   0.16   CTA Choice ISAT   0.18    0.00%
CTA Choice KEY   (3.13)  CTA Choice KEY   (3.79)  CTA Choice KEY   (3.15)   0.00%
CTA Choice QNTM   (0.09)  CTA Choice QNTM   (0.11)  CTA Choice QNTM   0.00    0.00%
CTA Choice RDOK   0.43   CTA Choice RDOK   0.51   CTA Choice RDOK   0.00    0.00%
Galaxy Plus ADG   (0.12)  Galaxy Plus ADG   (0.15)  Galaxy Plus ADG   (0.17)     32.22%
Galaxy Plus FORT   0.76   Galaxy Plus FORT   0.92   Galaxy Plus FORT   1.04    25.87%
Galaxy Plus QIM   0.67   Galaxy Plus QIM   0.81   Galaxy Plus QIM   0.91    41.91%
Net Expenses   (4.75)  Net Expenses   (4.12)  Net Expenses   (6.70)     
ENDING UNAV   67.18   ENDING UNAV   81.96   ENDING UNAV   92.10    100.00%

 

The Registrant’s average net asset level for the December 31, 2017 was approximately $8,316,000 , a decrease of approximately $464,000  as compared to the year ended December 31, 2016, primarily due to the effect of investor redemptions and negative trading performance during the year.

 

The Registrant’s performance for Class I, Class II and Class III for the December 31, 2017 was (9.28) %, (7.57) % and (7.90) %, respectively. Performance includes the percentage change in the Registrant’s Net Asset Value excluding the effect of any subscriptions and redemptions and includes the percentage impact of investment gains/(losses) less any commissions and related fees and expenses. Past performance is not necessarily indicative of future results.

 

The Registrant’s total gain from its investment in securities for the year ended December 31, 2017 was approximately $12,000.

 

The Registrant’s total loss from its investment in Registrants Trading Investments for the year ended December 31, 2017 was approximately $157,000 and total gain from its investments in Private Funds for the year ended December 31, 2017 was approximately $124,280.

 

Dividend income for the year ended December 31, 2017 was approximately $27,000 a decrease of approximately $24,000 as compared to the Year-To-Date 2016. For a further discussion of these investments, see Note 2 of the Registrant’s 2017 Annual Report, which is filed as an exhibit hereto.

 

Management fees to the Managing Owner for the year ended December 31, 2017 were approximately $104,000, a increase of approximately $55,000 as compared to the year ended December 31, 2016, primarily due to issuance of Class III Units in the Registrant.

 

Service fees for the year ended December 31, 2017 were approximately $204,000, a increase of approximately $27,000 as compared to the year ended December 31, 2016, primarily due to issuance of Class III Units in the Registrant.

 

Sales commissions for the year ended December 31, 2017 were approximately $48,000, a decrease of approximately $52,000 as compared to the year ended December 31, 2016, primarily due to the decrease in the average net asset level discussed above.

 

Managing Owner interest earned on Certain Investment Funds for the year ended December 31, 2017 was approximately $32,000, a increase of approximately $9,000 as    compared to the year ended December 31, 2016. For a further discussion of this fee, see Note 4 of the Registrant’s 2017 Annual Report, which is filed as an exhibit hereto.

 

Operating expenses were approximately $279,000 for the year ended December 31, 2017. These expenses include accounting, audit, registrar and transfer agent, tax and legal fees, as well as printing and postage costs related to reports sent to Unitholders.

 

General and administrative expenses borne by the Managing Owner and affiliates were approximately $52,000 for the year ended December 31, 2017.

 

Offering costs were approximately $0 for the year ended December 31, 2017.

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Year Ended December 31, 2016

 

The Net Asset Value per Unit of Class I as of December 31, 2016 was $74.05, a decrease of $4.82 from the December 31, 2015 Net Asset Value of $78.87.

 

The Net Asset Value per Unit of Class II as of December 31, 2016 was $88.67, a decrease of $3.98 from the December 31, 2015 Net Asset Value of $92.65.

 

The following table discloses each Trading Advisor’s contribution to the Net Asset Values of Class I and Class II as of December 31, 2016, as well as the allocation of the Registrant’s assets to each Trading Advisor at December 31, 2016. The table is based on the effect of a Unitholder that held Units for the full calendar year ending December 31, 2016 and is based on the average contribution per Trading Advisor and net expenses for the relevant Class of Units.

 

WMT III Series J - Class I      WMT III Series J - Class II      Allocation of Assets as of 
Beginning UNAV  $ 78.87   Beginning UNAV  $ 92.65   December 31, 2016 
CTA Choice FRT   0.74   CTA Choice FRT   0.87    21.80%
CTA Choice KEY   (0.27)  CTA Choice KEY   (0.23)   24.15%
CTA Choice QNTM   (2.16)  CTA Choice QNTM   (2.35)   25.09%
CTA Choice RDOK   0.97   CTA Choice RDOK   1.32    28.96%
Net Expenses   (4.10)  Net Expenses   (3.59)     
ENDING UNAV  $74.05   ENDING UNAV  $88.67    100.00%

 

The Registrant’s average net asset level for the year ended December 31, 2016 was approximately $9,740,000, a decrease of approximately $3,840,000 as compared to the year ended December 31, 2015, primarily due to the effect of investor redemptions and negative trading performance during the year.

 

The Registrant’s performance for Class I and Class II for the year ended December 31, 2016 was (6.10) % and (4.30)%, respectively. Performance includes the percentage change in the Registrant’s Net Asset Value excluding the effect of any subscriptions and redemptions and includes the percentage impact of investment gains/(losses) less any commissions and related fees and expenses. Past performance is not necessarily indicative of future results.

 

The Registrant’s total gain from its investment in securities for the year ended December 31, 2016 was approximately $6,300.

 

The Registrant’s total loss from its investment in Affiliated Investment Funds for the year ended December 31, 2016 was approximately $98,000.

 

Dividend income for the year ended December 31, 2016 was approximately $51,000, a decrease of approximately $7,000, as compared to the year ended December 31, 2015. For a further discussion of these investments, see Note 2 of the Registrant’s 2016 Annual Report, which is filed as an exhibit hereto.

 

Brokerage commissions and other transaction fees, which are paid indirectly through the Affiliated Investment Funds and are reflected within the respective net asset values of each of the Affiliated Investment Funds, for the year ended December 31, 2016, were approximately $73,000, a decrease of approximately $60,000 as compared to the year ended December 31, 2015.

 

Management fees to the Trading Advisors, which are paid indirectly through the Affiliated Investment Funds and are reflected within the respective net asset values of each of the Affiliated Investment Funds, for the year ended December 31, 2016 were approximately $179,000, a decrease of approximately $42,000 as compared to the year ended December 31, 2015, primarily due to the decrease in the average net asset level discussed above.

 

Management fees to the Managing Owner for the year ended December 31, 2016 were approximately $50,000, a decrease of approximately $19,000 as compared to the year ended December 31, 2015, primarily due to the decrease in the average net asset level discussed above.

 

Trading Advisor incentive fees are based on the New High Net Trading Profits generated by the Trading Advisors, as defined in the Trading Advisory Agreements between the Registrant and the Trading Advisors. Trading Advisor incentive fees, which are paid indirectly through the Affiliated Investment Funds and are reflected within the respective net asset values of each of the Affiliated Investment Funds, for the year ended December 31, 2016, were approximately $103,000.

37

An administrative services fee, which is indirectly paid to Clarity for risk management and related services with respect to monitoring the Trading Advisors through the Affiliated Investment Funds and reflected within the respective net asset values of each of the Affiliated Investment Funds, for the year ended December 31, 2016 was approximately $30,000, a decrease of approximately $9,000 as compared to the year ended December 31, 2015, primarily due to the decrease in the average net asset level discussed above. For a further discussion of this fee, see Note 4 of the Registrant’s 2016 Annual Report, which is filed as an exhibit hereto.

 

Service fees for the year ended December 31, 2016 were approximately $177,000, a decrease of approximately $71,000 as compared to the year ended December 31, 2015, primarily due to the decrease in the average net asset level discussed above.

 

Sales commissions for the year ended December 31, 2016 were approximately $100,000, a decrease of approximately $38,000 as compared to the year ended December 31, 2015, primarily due to the decrease in the average net asset level discussed above.

 

Managing Owner interest earned on Certain Investment Funds for the year ended December 31, 2016 was approximately $41,500, a increase of approximately $29,000 as compared to the year ended December 31, 2015. For a further discussion of this fee, see Note 4 of the Registrant’s 2016 Annual Report, which is filed as an exhibit hereto.

 

Operating expenses were approximately $208,300 for the year ended December 31, 2016. These expenses include accounting, audit, registrar and transfer agent, tax and legal fees, as well as printing and postage costs related to reports sent to Unitholders.

 

Offering costs were approximately $0 for the year ended December 31, 2016.

 

Year Ended December 31, 2015

 

The Net Asset Value per Unit of Class I as of December 31, 2015 was $78.87, a decrease of $10.46 from the December 31, 2014 Net Asset Value of $89.33.

 

The Net Asset Value per Unit of Class II as of December 31, 2015 was $92.65, a decrease of $10.29 from the December 31, 2014 Net Asset Value of $102.94.

 

The following table discloses each Trading Advisor’s contribution to the Net Asset Values of Class I and Class II as of December 31, 2015, as well as the allocation of the Registrant’s assets to each Trading Advisor at December 31, 2015. The table is based on the effect of a Unitholder that held Units for the full calendar year ending December 31, 2015 and is based on the average contribution per Trading Advisor and net expenses for the relevant Class of Units.

 

WMT III Series J - Class I      WMT III Series J - Class II      Allocation of Assets as of 
Beginning UNAV  $ 89.33   Beginning UNAV  $ 102.94   December 31, 2015 
EGLG  $0.10   EGLG  $0.12    0.00%
ELL  $(0.24)  ELL  $(0.28)   16.70%
FRT  $(0.55)  FRT  $(0.64)   16.82%
QNTM  $(0.94)  QNTM  $(1.09)   16.15%
RDOK  $(1.88)  RDOK  $(2.16)   15.60%
SCT  $(1.00)  SCT  $(1.15)   17.73%
WTN  $(0.26)  WTN  $(0.30)   17.00%
Net Expenses  $(5.69)  Net Expenses  $(4.79)     
Ending UNAV  $78.87   Ending UNAV  $92.65    100.00%

 

The Registrant’s average net asset level for the year ended December 31, 2015 was approximately $13,580,000, a decrease of approximately $9,479,000 as compared to the year ended December 31, 2014, primarily due to the effect of investor redemptions and negative trading performance during the year.

 

The Registrant’s performance for Class I and Class II for the year ended December 31, 2015 was (11.71) % and (10.00) %, respectively. Performance includes the percentage change in the Registrant’s Net Asset Value excluding the effect of any subscriptions and redemptions and includes the percentage impact of investment gains/(losses) less any commissions and related fees and expenses. Past performance is not necessarily indicative of future results.

38

The Registrant’s total gain from its investment in securities for the year ended December 31, 2015 was approximately $7,000.

 

The Registrant’s total loss from its investment in Affiliated Investment Funds for the year ended December 31, 2015 was approximately $(870,000).

 

Dividend income for the year ended December 31, 2015 was approximately $58,000, a decrease of approximately $107,000, as compared to the year ended December 31, 2014. For a further discussion of these investments, see Note 7 of the Registrant’s 2015 Annual Report.

 

Brokerage commissions and other transaction fees, which are paid indirectly through the Affiliated Investment Funds and are reflected within the respective net asset values of each of the Affiliated Investment Funds, for the year ended December 31, 2015, were approximately $133,000, a decrease of approximately $62,000 as compared to the year ended December 31, 2014.

 

Management fees to the Trading Advisors, which are paid indirectly through the Affiliated Investment Funds and are reflected within the respective net asset values of each of the Affiliated Investment Funds, for the year ended December 31, 2015 were approximately $221,000, a decrease of approximately $70,000 as compared to the year ended December 31, 2014, primarily due to the decrease in the average net asset level discussed above.

 

Management fees to the Managing Owner for the year ended December 31, 2015 were approximately $69,000, a decrease of approximately $48,000 as compared to the year ended December 31, 2014, primarily due to the decrease in the average net asset level discussed above.

 

Trading Advisor incentive fees are based on the New High Net Trading Profits generated by the Trading Advisors, as defined in the Trading Advisory Agreements between the Registrant and the Trading Advisors. Trading Advisor incentive fees, which are paid indirectly through the Affiliated Investment Funds and are reflected within the respective net asset values of each of the Affiliated Investment Funds, for the year ended December 31, 2015, were approximately $196,000.

 

An administrative services fee, which is indirectly paid to Clarity for risk management and related services with respect to monitoring the Trading Advisors through the Affiliated Investment Funds and reflected within the respective net asset values of each of the Affiliated Investment Funds, for the year ended December 31, 2015 was approximately $39,000, a decrease of approximately $20,000 as compared to the year ended December 31, 2014, primarily due to the decrease in the average net asset level discussed above. For a further discussion of this fee, see Note 4 of the Registrant’s 2015 Annual Report..

 

Service fees for the year ended December 31, 2015 were approximately $248,000, a decrease of approximately $168,000 as compared to the year ended December 31, 2014, primarily due to the decrease in the average net asset level discussed above.

 

Sales commissions for the year ended December 31, 2015 were approximately $138,000, a decrease of approximately $99,000 as compared to the year ended December 31, 2014, primarily due to the decrease in the average net asset level discussed above.

 

Managing Owner interest earned on Certain Investment Funds for the year ended December 31, 2015 was approximately $12,000, a decrease of approximately $95,000 as compared to the year ended December 31, 2014. For a further discussion of this fee, see Note 4 of the Registrant’s 2015 Annual Report.

 

Operating expenses were approximately $351,000 for the year ended December 31, 2015. These expenses include accounting, audit, registrar and transfer agent, tax and legal fees, as well as printing and postage costs related to reports sent to Unitholders.

 

Offering costs were approximately $0 for the year ended December 31, 2015.

39

Inflation

 

Inflation has had no material impact on the operations or on the financial condition of the Registrant from inception through December 31, 2017.

 

Off-Balance Sheet Arrangements and Contractual Obligations

 

The Registrant does not have any off-balance-sheet arrangements (as defined in Regulation S-K 303(a)(4)(ii)) that have or are reasonably likely to have a current or future effect on its financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to Unitholders.

 

The Registrant’s direct contractual obligations are with the Managing Owner, and indirectly through the Registrants Trading Investments. Trading Advisor management, incentive, trading, operational and administrative fees payable by the Registrant to the Registrants Trading Investments are disclosed and calculated in the respective offering documents. As such, the Managing Owner cannot anticipate the amounts to be paid for future periods as Net Asset Values and “New High Net Trading Profits” are not known until a future date. Commissions payable to the Registrant’s commodity broker are based on a cost per executed trade and, as such, the Managing Owner cannot anticipate the amount that will be required under the brokerage agreement, as the level of executed trades are not known until a future date. These agreements are effective for one-year terms, renewable automatically for additional one-year terms unless terminated. Additionally, these agreements may be terminated by either party thereto for various reasons.

 

Additionally, since the Registrant does not enter into other long-term debt obligations, capital lease obligations, operating lease obligations or other long-term liabilities that would otherwise be reflected on the Registrant’s statements of financial condition, a table of contractual obligations has not been presented. For a further discussion of the Registrant’s contractual obligations, see Notes 1, 3, 4, 5, 6 and 9 of the Registrant’s 2017 Annual Report, which is filed as an exhibit hereto.

 

ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Introduction

 

Past Results Not Necessarily Indicative of Future Performance

 

The Registrant is a speculative commodity pool. The market sensitive instruments held by it are acquired for speculative trading purposes, and substantially all of the Registrant’s assets are subject to the risk of trading loss. Unlike an operating company, the risk of market sensitive instruments is integral, not incidental, to the Registrant’s main line of business.

 

Market movements result in frequent changes in the fair market value of the Registrant’s open positions and, consequently, in its earnings and cash flow. The Registrant’s market risk is influenced by a wide variety of factors, including the level and volatility of interest rates, exchange rates, equity price levels, the market value of financial instruments and contracts, the diversification effects among the Registrant’s open positions and the liquidity of the markets in which it trades.

 

The Registrant rapidly acquires and liquidates both long and short positions indirectly through its Registrants Trading Investments in a wide range of different markets. Consequently, it is not possible to predict how a particular futures market scenario will affect performance, and the Registrant’s past performance is not necessarily indicative of its future results.

 

Value at Risk” is a measure of the maximum amount which the Registrant could reasonably be expected to lose in a given market sector. However, the inherent uncertainty of the Registrant’s speculative trading and the recurrence in the markets traded by the Registrant of market movements far exceeding expectations could result in actual trading or non-trading losses far beyond the indicated Value at Risk or the Registrant’s experience to date (i.e., “risk of ruin”). In light of the foregoing, as well as the risks and uncertainties intrinsic to all future projections, the quantification included in this section should not be considered to constitute any assurance or representation that the Registrant’s losses in any market sector will be limited to Value at Risk or by the Registrant’s attempts to manage its market risk.

40

Standard of Materiality

 

Materiality as used in this section, “Quantitative and Qualitative Disclosures About Market Risk,” is based on an assessment of reasonably possible market movements and the potential losses caused by such movements, taking into account the leverage, optionality and multiplier features of the Registrant’s market sensitive instruments.

 

Quantifying the Registrant’s Trading Value at Risk

 

Quantitative Forward-Looking Statements

 

The following quantitative disclosures regarding the Registrant’s market risk exposures contain “forward-looking statements” within the meaning of the safe harbor from civil liability provided for such statements by the Private Securities Litigation Reform Act of 1995 (set forth in Section 27A of the Securities Act, as amended and Section 21E of the Exchange Act, as amended).

 

The Registrant’s risk exposure in the various market sectors traded by the Trading Advisors indirectly accessed through the Registrants Trading Investments is quantified below in terms of Value at Risk. Due to the Registrant’s mark-to-market accounting, any loss in the fair value of the Registrant’s open positions is directly reflected in the Registrant’s earnings (realized or unrealized) and cash flow (at least in the case of exchange-traded contracts in which profits and losses on open positions are settled daily through variation margin).

 

Exchange maintenance margin requirements have been used by the Registrant as the measure of its Value at Risk. Maintenance margin requirements are set by exchanges to equal or exceed the maximum losses reasonably expected to be incurred in the fair value of any given contract in 95%-99% of any one-day interval. The maintenance margin levels are established by dealers and exchanges using historical price studies as well as an assessment of current market volatility (including the implied volatility of the options on a given futures contract) and economic fundamentals to provide a probabilistic estimate of the maximum expected near-term one-day price fluctuation. Maintenance margin has been used rather than the more generally available initial margin, because initial margin includes a credit risk component, which is not relevant to Value at Risk.

 

In the case of market sensitive instruments that are not exchange-traded (almost exclusively currencies in the case of the Registrant), the margin requirements for the approximate estimated equivalent futures positions have been used as Value at Risk. In those rare cases in which a futures-equivalent margin is not available, estimated dealers’ margins have been used.

 

In quantifying the Registrant’s Value at Risk, 100% positive correlation in the different positions held in each market risk category has been assumed. Consequently, the margin requirements applicable to the open contracts have simply been aggregated to determine each trading category’s aggregate Value at Risk. The diversification effects resulting from the fact that the Registrant’s positions are rarely, if ever, 100% positively correlated have not been reflected.

 

The Registrant’s Trading Value at Risk in Different Market Sectors

 

The following table presents the trading value at risk associated with the Registrant’s open positions by market sector through its investment in Affiliated Investment Funds at December 31, 2017 and 2016. All open position trading risk exposures of the Registrant have been included in calculating the figure set forth below. At December 31, 2017 and 2016, the Registrant had total capitalizations of approximately $6 million and $8 million, respectively.

 

   December 31, 2017 
       % of Total 
Fund    Value at Risk     Capitalization 
ADG Systematic Macro Feeder Fund (530) LLC  $33,459    2.2%
Fort Contrarian Feeder Fund (510) LLC   31,380    3.7%
QIM Feeder Fund (526) LLC   56,582    8.0%
           
   $121,421    13.9%
           
   December 2016 
       % of Total 
Market Sector    Value at Risk     Capitalization 
Interest rates  $146,203    1.7%
Currencies   272,546    3.2%
Commodities   213,901    2.6%
Stock indicies   292,694    3.5%
           
   $925,344    11.0%

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Material Limitations on Value at Risk as an Assessment of Market Risk

 

The notional value of the market sector instruments held by the Registrant (directly/indirectly) is typically many times the applicable maintenance margin requirement (maintenance margin requirements generally range between approximately 1% and 10% of the face value) as well as many times the total capitalization of the Registrant. The magnitude of the Registrant’s open positions creates a “risk of ruin” not typically found in most other investment vehicles. Because of the size of its positions, certain market conditions, although unusual, but historically recurring from time to time, could cause the Registrant to incur severe losses over a short period of time. The foregoing Value at Risk table, as well as the past performance of the Registrant gives no indication of this “risk of ruin.”

 

Non-Trading Risk

 

The Registrant has non-trading market risk on its foreign cash balances not needed for margin. However, these balances (as well as any market risk they represent) are immaterial.

 

Qualitative Disclosures Regarding Primary Trading Risk Exposures

 

The following qualitative disclosures regarding the Registrant’s market risk exposures—except for (i) those disclosures that are statements of historical fact and (ii) the descriptions of how the Registrant manages its primary market risk exposures constitute forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act.

 

The Registrant’s primary market risk exposures as well as the strategies used and to be used by the Managing Owner and the Trading Advisors for managing such exposures are subject to numerous uncertainties, contingencies and risks are one of which could cause the actual results of the Registrant’s risk controls to differ materially from the objectives of such strategies. Government interventions, defaults and expropriations, illiquid markets the emergence of dominant fundamental factors, political upheavals, changes in historical price relationships, an influx of new market participants, increased regulation and many other factors could result in material losses as well as in material changes to the risk exposures and the risk management strategies of the Registrant. There can be no assurance that the Registrant’s current market exposure and/or risk management strategies will not change materially or that any such strategies will be effective in either the short- or long-term. Unitholders must be prepared to lose all or substantially all of their investment in the Registrant.

 

Based on the trading value at risk during the year ended December 31, 2017, the Registrant experienced a net increase of 2.9% in its value at risk of 13.9%, relative to capitalization levels, as compared with the trading value at risk of 11.0% at December 31, 2016.

 

Qualitative Disclosures Regarding Means of Managing Risk Exposure

 

The means by which the Managing Owner and the Trading Advisors accessed through the Registrants Trading Investments attempt to manage the risk of the Registrant’s open positions is essentially the same in all market categories traded.

 

The Trading Advisors attempt to minimize market risk exposure by applying their own risk management trading policies that include the diversification of trading assets into various market sectors. Additionally, the Managing Owner’s oversight committee is responsible for evaluating and overseeing the Trading Advisors’ trading policies. The oversight committee meets periodically to discuss and analyze issues such as liquidity, position size, capacity, performance cycles, and new product and market strategies.

42

The Managing Owner shall automatically terminate the Registrants Trading Investments if the Net Asset Value of the Registrant declines by 40% during any year or since the commencement of trading activities. Furthermore, the Trust Agreement provides that the Registrant will liquidate its positions, and eventually dissolve, if the Registrant experiences a decline in the Net Asset Value of 50% in any year or since the commencement of trading activities. In each case, the decline in Net Asset Value is after giving effect for contributions, distributions and redemptions. The Managing Owner may impose additional restrictions (through modifications of such trading limitations and policies) upon the trading activities of the Trading Advisors as it, in good faith, deems to be in the best interest of the Registrant.

 

Qualitative Disclosures Regarding Non-Trading Risk Exposures

 

As of December 31, 2017, the Registrant did not have any non-trading market risk as its cash balances were all in USD.

 

ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 

The financial statements are incorporated by reference to pages 58 through 77 of the Registrant’s 2017 Annual Report, which is filed as an exhibit hereto.

 

Selected unaudited quarterly financial data for the years ended December 31, 2017 and 2016 are summarized below:

 

   First   Second   Third   Fourth 
   Quarter   Quarter   Quarter   Quarter 
2017:                    
                     
Total revenues (losses) (including interest)  $278,264   $(335,679)  $(60,990)  $133,657 
                     
Total revenues (losses) (including interest) less commissions  $278,264   $(335,679)  $(60,990)  $133,657 
                     
Net income (loss)  $78,876   $(499,785)  $(195,154)  $7,775 
                     
Net income (loss) per weighted average Unit – Class I  $(0.31)  $(3.67)  $(1.94)  $(6.78)
                     
Net income (loss) per weighted average Unit – Class II  $0.24   $(5.54)  $(2.03)  $(4.32)
                     
Net income (loss) per weighted average Unit – Class III  $2.58   $(6.93)  $(2.88)  $0.03 
                     
   First   Second   Third   Fourth 
   Quarter   Quarter   Quarter   Quarter 
2016:                    
                     
Total revenues (losses) (including interest)  $(101,752)  $398,218   $(419,285)  $81,760 
                     
Total revenues (losses) (including interest) less commissions  $(101,752)  $398,218   $(419,285)  $81,760 
                     
Net income (loss)  $(271,689)  $253,823   $(552,864)  $(46,296)
                     
Net income (loss) per weighted average Unit – Class I  $(1.98)  $1.89   $(4.44)  $(6.43)
                     
Net income (loss) per weighted average Unit – Class II  $(1.74)  $2.63   $(4.74)  $(0.01)

43

Net income (loss) per weighted average Unit as disclosed above for each applicable quarter is calculated as the weighted average number of Units per Class outstanding at quarter end, adjusted proportionately for Units subscribed and redeemed based on their respective time outstanding during the quarter, divided by net income (loss) during the quarter for the applicable Class.

 

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

 

ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 

None

 

ITEM 9A.CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures

 

The Registrant’s “disclosure controls and procedures” (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) are designed to ensure that information required to be disclosed by the Registrant in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to the Registrant’s management, including the Managing Owner’s President and Director of Fund Administration (who, in these capacities, function as the Principal Executive Officers and Principal Financial Accounting/Officer, respectively, of the Registrant), as appropriate to allow for timely decisions regarding required disclosure.

 

In designing and evaluating the Registrant’s disclosure controls and procedures, the Managing Owner recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs. Because of the inherent limitations in all control systems, no evaluation of the controls can prove absolute assurance that all control issues and instances of fraud, if any, within the Registrant have been detected.

 

The Managing Owner’s management, under the supervision and with the participation of certain officers of the Managing Owner has evaluated the effectiveness of the Registrant’s disclosure controls and procedures as of December 31, 2017. Based upon such evaluation, the Managing Owner’s President has concluded that, as of December 31, 2017, the Registrant’s disclosure controls and procedures were effective.

 

Management’s Report on Internal Control Over Financial Reporting

 

The Registrant’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Under the supervision and with the participation of the Registrant’s management the Registrant conducted an evaluation of the effectiveness of its internal control over financial reporting as of December 31, 2017 based on the framework in “Internal Control - Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (the “2013 COSO Framework”). Using the 2013 COSO Framework, the Managing Owner concluded that the Registrant’s internal controls over financial reporting were effective as of December 31, 2017.

 

There are inherent limitations in the effectiveness of any internal control system, including the possibility of human error and the circumvention of overriding controls. Because of these inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Accordingly, even effective internal control over financial reporting can provide only reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of the effectiveness of internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

44

Attestation Report of the Registered Public Accounting Firm

 

The Registrant’s 2017 Annual Report does not include an attestation report of the Registrant’s independent registered public accounting firm regarding the Registrant’s internal control over financial reporting. Management’s report was not subject to attestation by the Registrant’s independent registered public accounting firm pursuant to rules of the SEC that permit the Registrant to provide only management’s report in the Registrant’s 2017 Annual Report.

 

Changes in Internal Control Over Financial Reporting

 

There have been no changes in the Registrant’s internal control over financial reporting (as defined in Rules 13a - 15(f) and 15d - 15(f) under the Exchange Act) during the fourth quarter of 2017 that have materially affected, or are reasonably likely to materially affect, the Registrant’s internal control over financial reporting.

 

ITEM 9B.OTHER INFORMATION

 

None

 

PART III

 

ITEM 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 

The Registrant had no directors or executive officers. The Registrant is managed by the Managing Owner. The directors and executive officers of the Managing Owner are as follows:

 

Jim Parrish has been listed as a principal and is the President of the Managing Owner, Kenmar Global Investment Management, LLC (“KGIM”) and Clarity Managed Account & Analytics Platform, LLC (“Clarity”); Mr. Parrish has responsibility for various credit, volatility, futures, FX and equity investment strategies. Mr. Parrish has been investing in hedge funds, private equity and other alternative investments for over 25 years. Other responsibilities include serving as Managing Partner of a boutique risk advisory business where he provides guidance on mergers, acquisitions and corporate restructurings, including expert witness services for credit related matters. Mr. Parrish is also the Chief Compliance Officer of the Managing Owner, KGIM and Clarity since November 2015. Earlier he was the CEO of a risk management firm that was sold to a major financial services firm. Mr. Parrish’s career in financial services began at Salomon Brothers in mortgage securities, then Moody’s Investors Service where he worked for 14 years holding global analytic and executive positions in Mortgage & Asset Backed Securities, Financial Institutions, Corporate Finance and Quantitative Risk Management. He has worked with hundreds of companies on capital issues amounting to more than one trillion dollars of securities, including expert testimony before juries and regulatory bodies globally. Mr. Parrish received his BA at Shepherd College and an MBA in Finance from The George Washington University. He holds a certificate in Mergers & Acquisitions from UCLA and a certificate in French Studies from the University of Bourgogne

 

Kenneth A. Shewer  has been listed as a principal registered as an associated person and has been an NFA associate member of the Managing Owner since February 8, 1984, May 1, 1985 and August 1, 1985, respectively. He is the Chairman and Chief Investment Officer of the Managing Owner. Mr. Shewer has in the past been the Chairman and Co-Chief Executive Officer of KGIM, an investment management firm, since its inception in October 2005, and has been listed as a principal, registered as an associated person and has been an NFA associate member since December 12, 2005. Mr. Shewer is also Chairman and Chief Investment Officer of Clarity, an investment management firm, since its inception in May 2009, and has been listed as a principal, registered as an associated person and has been an NFA associate member since June 9, 2009, June 10, 2009 and June 24, 2009, respectively. Mr. Shewer graduated from Syracuse University with a B.S. degree in 1975. Mr. Shewer is a founding member and member of the Board of the Greenwich Roundtable. 

 

Peter J. Fell has been Senior Vice President and Director of Due Diligence since joining the Managing Owner in September 2004. He has been listed as a principal of the Managing Owner since February 6, 2007. Mr. Fell has been Senior Vice President and Director of Due Diligence of KGIM, an investment management firm, since its inception in October 2005, and has been listed as a principal since February 6, 2007. Mr. Fell has been Senior Vice President and Director of Due Diligence of Clarity, an investment management firm, since its inception in May 2009, and has been listed as a principal since June 9, 2009. Mr. Fell holds an A.B. cum laude in Music Theory and History and an M.B.A. in Finance from Columbia University.

 

Section 16(a) Beneficial Ownership Reporting Compliance

 

Certain of the Managing Owner’s directors and officers and any persons holding more than ten percent of the Registrant’s Limited Units (“Ten Percent Owners”) are required to report their initial ownership of Units and any subsequent changes in that ownership to the SEC on Forms 3, 4 or 5. Such directors and officers and Ten Percent Owners are required by SEC regulations to furnish the Registrant with copies of all Forms 3, 4 and 5 they file. All filing requirements of Section 16(a) of the Exchange Act were timely complied with during the fiscal year. In making these disclosures, the Registrant has relied solely on written representations of the Managing Owner’s directors and officers and the Registrant’s Ten Percent Owners or copies of the reports that they have filed with the SEC during and with respect to its most recent fiscal year.

45

Code of Professional Conduct

 

The Managing Owner has adopted a Code of Professional Conduct for its President (who, in these capacities, function as the Principal Executive Officer and Principal Financial/Accounting Officer, respectively, of the Registrant), A copy of the Code of Professional Conduct is attached as an exhibit hereto.

 

Audit Committee Financial Expert

 

The Registrant itself does not have any employees. Kenmar Preferred Investments, LLC serves as Managing Member of the Registrant. The Board of Directors of the Managing Member has delegated audit committee responsibilities to the Internal Controls and Disclosure Committee.

 

ITEM 11.EXECUTIVE COMPENSATION

 

The Registrant does not itself have any officers, directors or employees. The Registrant pays management fees to the Managing Owner. The managing officers of the Managing Owner are remunerated by the Managing Owner in their respective positions.

 

The managing officers receive no “other compensation” from the Registrant. There are no compensation plans or arrangements relating to a change in control of either the Registrant or the Managing Owner.

 

ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 

As of February 1, 2018, Kenmar Preferred owns 0 Managing Owner Units.

 

As of February 1, 2018, the following investor beneficially owned more than five percent (5%) of the outstanding Limited Units of Series J, Class I issued by the Registrant.

 

Investor    Units     % Ownership
of Class/Series
 
Richard L White   2156.4076    5.77%
Robert L McNeil   2039.3165    5.46%

 

 

As of February 1, 2018, the following investors beneficially owned more than five percent (5%) of the outstanding Limited Units of Series J, Class II issued by the Registrant.

 

Investor    Units     % Ownership
of Class/Series
 
Pamela Hamlin Jefferies   2447.9725    47.94%
J Timothy Camp (IRA)   632.3866    12.38%
Angelo Pignataro   439.5365    8.61%
The Marianne Habershaw Trust   330.0000    6.46%
Charles E Rehm   262.4923     5.14%

 

As of February 1, 2018, there we no investors who beneficially owned more than five percent (5%) of the outstanding Limited Units of Series J, Class III issued by the Registrant.

46

ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 

The Registrant has and will continue to have certain relationships with the Managing Owner and its affiliates.

 

Kenmar Preferred Investments, LLC serves as the Registrant’s Managing Owner. The Registrant will pay to the Managing Owner in advance a monthly management fee based on the Net Asset Value of the Registrant as of the beginning of each month.

 

The Registrant paid a monthly administrative services fee indirectly to Clarity through its investment in Affiliated Investment Funds based on their respective beginning of month Allocated Assets. Such fee terminated with effect on September 30, 2017.

 

The Registrant reimburses the Managing Owner on a monthly basis for certain legal, accounting, administrative, and registrar and transfer agent work performed by certain of the Managing Owner’s personnel for and on behalf of the Registrant. The amount reimbursed is based on (i) the number of hours devoted by the Managing Owner’s personnel for and on behalf of the Registrant and (ii) a commercially reasonable rate for such personnel. For the years ended December 31, 2017, 2016 and 2015, the Registrant reimbursed the Managing Owner $90,325, $80,493 and $136,564 respectively, for all related party services provided by the Managing Owner’s personnel on behalf of the Registrant.

 

ITEM 14.PRINCIPAL ACCOUNTING FEES AND SERVICES

 

The Registrant’s principal accountant was EisnerAmper LLP (“EisnerAmper”) for the period October 15, 2007 through March 24, 2016. We have been advised by EisnerAmper that neither the firm, nor any member of the firm, has any financial interest, direct or indirect, in any capacity in the Registrant or its affiliates.

 

On March 25, 2016, the Managing Member of the Registrant, dismissed EisnerAmper as the registered public accounting firm for the Registrant. The report on the Registrant’s financial statements for the fiscal year ended December 31, 2015 did not contain an adverse opinion or a disclaimer of opinion, and was not qualified or modified as to uncertainties, audit scope, or accounting principles.

 

On May 4, 2016, the Managing Member, on behalf of the Registrant, approved the engagement of Arthur F. Bell, Jr. & Associates, L.L.C. (“Arthur Bell”) as the registered public accounting firm for the Registrant. We have been advised by Arthur Bell that neither the firm, nor any member of the firm, has any financial interest, direct or indirect, in any capacity in the Registrant or its affiliates. The report on the Registrant’s Financial statements as of and for the Fiscal year ended December 31, 2016 did not contain an adverse opinion or a disclaimer of opinion, and was not qualified or modified as to uncertainties, audit scope, or accounting principles.

 

On November 20, 2017, the Managing Member, on behalf of the Registrant, approved the engagement of AJSH & Co LLP (“AJSH”) and dismissed Arthur Bell as the registered public accounting firm for the Registrant. We have been advised by AJSH that neither the firm, nor any member of the firm, has any financial interest, direct or indirect, in any capacity in the Registrant or its affiliates.

 

(a) Audit Fees

 

Fees for audit services performed by AJSH and Arthur Bell and EisnerAmper totaled approximately $15,000 and $66,000 and $6,057 for 2017 and 2016, respectively, including fees associated with the review of the Registrant’s quarterly reports on Form 10-Q.

 

(b) Audit-Related Fees

 

The audit-related fees billed to the Registrant by AJSH, Arthur Bell and EisnerAmper totaled $0 and $0 for 2017 and 2016, respectively.

 

(c) Tax Fees

 

Fees for tax services performed by Arthur Bell totaled approximately $7,000 and $7,000 for 2017 and 2016, respectively.

 

(d) All Other Fees

 

The other fees billed to the Registrant by AJSH, Arthur Bell and EisnerAmper for 2017 and 2016 totaled $0.

 

Because the Registrant has no audit committee, the Board of Directors of the Managing Owner has delegated audit committee responsibilities to the Internal Controls and Disclosure Committee of the Managing Owner. The Internal Controls and Disclosure Committee has not established pre-approval policies and procedures with respect to the engagement of audit or permitted non-audit services rendered to the Registrant. Consequently, all audit and permitted non-audit services provided by are approved by the Internal Controls and Disclosure Committee.

47

PART IV

 

ITEM 15. EXHIBITS, FINANCIAL STATEMENTS SCHEDULES

 

(a) 1. Financial Statements and Report of Independent Registered Public Accounting Firm – incorporated by reference to the Registrant’s 2017 Annual Report which is filed as an exhibit hereto  
       
    Affirmation of the Commodity Pool Operator 54
       
    Report of Independent Registered Public Accounting Firm - AJSH & Co LP. 55
       
    Report of Independent Registered Public Accounting Firm – Arthur F. Bell, Jr & Associates, L.L.C. 56
       
    Report of Independent Registered Public Accounting Firm – EisnerAmper LLP. 57
       
    Financial Statements:  
       
    Statements of Financial Condition – December 31, 2017 and 2016 58
       
    Condensed Schedules of Investments – December 31, 2017 and 2016 59
       
    Statements of Operations – For the years ended December 31, 2017, 2016 and 2015 60
       
    Statements of Changes in Unitholders’ Capital For the years ended December 31, 2017, 2016 and 2015 61
       
    Notes to Financial Statements 62-77
       
  2. Financial Statements Schedules  
       
    All schedules have been omitted because they are not applicable or the required information is included in the financial statements or the notes thereto  
       
  3. Exhibits  

 

 

Exhibit    
Number   Description of Document
     
3.1   Fifth Amended and Restated Declaration of Trust Agreement of World Monitor Trust III dated June 30, 2010 (incorporated by reference to Exhibit 13.1 to the Registrant’s annual report on Form 10-K for the year ended December 31, 2009)
     
4.2   Subscription Requirements (annexed to the Prospectus as Exhibit B and incorporated by reference to Exhibit 4.2 to the Trust’s Post-Effective Amendment No. 3 on S-1 Registration Statement, File No. 333-119612, filed with the Commission on April 25, 2006)
     
4.3   Subscription instructions, Form of Subscription Agreement and Power of Attorney (annexed to the Prospectus as Exhibit C and incorporated by reference to Exhibit 4.3 to the Trust’s Post-Effective Amendment No. 3 on S-1 Registration Statement, File No. 333-119612, filed with the Commission on April 25, 2006)
     
4.4   Form of Privacy Notices of the Managing Owner dated December 2010 (incorporated by reference to Exhibit 4.4 to the Registrant’s annual report on Form 10-K for the year ended December 31, 2010)

48

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)
     
10.6   Form of Customer Agreement between the World Monitor Trust III – Series J and UBS Securities LLC (incorporated by reference to Exhibit 10.6 to the Trust’s Post-Effective Amendment No. 6 to Form S-1 Registration Statement, File No. 333-119612, filed with the Commission on April 10, 2007)
     
10.7   Form of FX Prime Brokerage Agreement between UBS AG and WMT III Series G/J Trading Vehicle LLC (incorporated by reference to Exhibit 10.7 to the Trust’s Post-Effective Amendment No. 6 to Form S-1 Registration Statement, File No. 333-119612, filed with the Commission on April 10, 2007)
     
10.8   Form of ISDA Master Agreement between UBS AG and WMT III Series G/J Trading Vehicle LLC, Schedule to ISDA Master Agreement and Credit Support Annex to Schedule (incorporated by reference to Exhibit 10.8 to the Trust’s Post-Effective Amendment No. 6 to Form S-1 Registration Statement, File No. 333-119612, filed with the Commission on April 10, 2007)
     
10.9   Form of FX Prime Brokerage Agreement between UBS AG and World Monitor Trust III – Series J (incorporated by reference to Exhibit 10.9 to the Trust’s Post-Effective Amendment No. 8 to Form S-1 Registration Statement, File No. 333-119612, filed with the Commission on April 25, 2007)
     
10.10   Form of ISDA Master Agreement between UBS AG and World Monitor Trust III – Series J, Schedule to ISDA Master Agreement and Credit Support Annex to Schedule (incorporated by reference to Exhibit 10.10 to the Trust’s Post-Effective Amendment No. 8 to Form S-1 Registration Statement, File No. 333-119612, filed with the Commission on April 25, 2007)
     
10.11   WMT III Series G/J Trading Vehicle LLC Organization Agreement (incorporated by reference to Exhibit 1.1 to the Trust’s Post-Effective Amendment No. 6 to Form S-1 Registration Statement, File No. 333-119612, filed with the Commission on April 10, 2007)
     
10.12   Form of Advisory Agreement among World Monitor Trust III – Series J, the Managing Owner and Graham Capital Management, L.P. (incorporated by reference to Exhibit 10.12 to the Registrant’s annual report on Form 10-K for the year ended December 31, 2007)
     
10.13   Form of Services Agreement among World Monitor Trust III – Series J, the Managing Owner and Spectrum Global Fund Administration, L.L.C. (incorporated by reference to Exhibit 10.13 to the Registrant’s annual report on Form 10-K for the year ended December 31, 2007)
     
10.14   Advisory Agreement dated March 24, 2010 by and among, World Monitor Trust III – Series J, Kenmar Preferred Investments Corp. and Tudor Investment Corporation (incorporated by reference to Exhibit 10.9 to the Registrant’s Form 8-K, File No. 000-51651, filed with the Commission on March 26, 2010)

49

10.15   Advisory Agreement dated March 24, 2010 by and among, World Monitor Trust III – Series J, Kenmar Preferred Investments Corp. and Paskewitz Asset Management, LLC (incorporated by reference to Exhibit 10.10 to the Registrant’s Form 8-K, File No. 000-51651, filed with the Commission on March 26, 2010)
     
10.16   Amendment No. 1 dated September 29, 2010, with an effective date of October 1, 2010, to the Advisory Agreement dated November 28, 2008, by and among, World Monitor Trust III – Series J, Kenmar Preferred Investments Corp. and Eagle Trading Systems Inc. (incorporated by reference to Exhibit 10.16 to the Registrant’s Form 8-K, File No. 000-51651, filed with the Commission on October 1, 2010)
     
10.17   Amendment No. 1 dated September 29, 2010, with an effective date of October 1, 2010, to the Advisory Agreement dated November 28, 2008, by and among, World Monitor Trust III – Series J, Kenmar Preferred Investments Corp. and Graham Capital Management, L.P. (incorporated by reference to Exhibit 10.17 to the Registrant’s Form 8-K, File No. 000-51651, filed with the Commission on October 1, 2010)
     
10.18   Amendment No. 1 dated September 29, 2010, with an effective date of October 1, 2010, to the Advisory Agreement dated July 1, 2009, by and among, World Monitor Trust III – Series J, Kenmar Preferred Investments Corp. and Krom River Investment Management (Cayman) Limited and Krom River Trading AG (incorporated by reference to Exhibit 10.18 to the Registrant’s Form 8-K, File No. 000-51651, filed with the Commission on October 1, 2010)
     
10.19   Amendment No. 1 dated September 29, 2010, with an effective date of October 1, 2010, to the Advisory Agreement dated March 24, 2010 by and among, World Monitor Trust III – Series J, Kenmar Preferred Investments Corp. and Paskewitz Asset Management, LLC (incorporated by reference to Exhibit 10.19 to the Registrant’s Form 8-K, File No. 000-5161, filed with the Commission on October 1, 2010)
     
10.20   Amendment No. 1 dated September 29, 2010, with an effective date of January 1, 2011, to the Advisory Agreement dated May 28, 2009, by and among, World Monitor Trust III – Series J, Kenmar Preferred Investments Corp. and Ortus Capital Management Limited (incorporated by reference to Exhibit 10.20 to the Registrant’s Form 8-K, File No. 000-5161, filed with the Commission on October 1, 2010)
     
10.21   Administrative Services Agreement entered into as of January 27, 2011, by and among GlobeOp Financial Services LLC and World Monitor Trust III – Series J (incorporated by reference to Exhibit 10.21 to the Registrant’s Form 10-Q, filed with the Commission on August 15, 2011)
     
10.22   Middle/Back Office Services Agreement entered into as of January 27, 2011, by and between GlobeOp Financial Services LLC, World Monitor Trust III – Series J and Kenmar Preferred Investments Corp. (incorporated by reference to Exhibit 10.22 to the Registrant’s Form 10-Q, filed with the Commission on August 15, 2011)
     
14.1   Kenmar Preferred Investments Corp. Code of Ethics (adopted pursuant to Section 406 of Sarbanes Oxley Act of 2002) as of November 29, 2011 (incorporated by reference to Exhibit 14.1 to the Registrant’s annual report to Form 10-K for the year ended December 31, 2011)
     
31.1   Certification pursuant to Exchange Act Rules 13a-14 and 15d-14 (filed herewith)
     
31.2   Certification pursuant to Exchange Act Rules 13a-14 and 15d-14 (filed herewith)
     
32.1   Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed 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 (filed herewith)
     
99.1   Notice to Unitholders regarding certain changes to the ownership and structure of the Registrant’s underlying managers (incorporated by reference to Exhibit 99.1 to the Registrant’s Form 8-K, File No. 000-51651, filed with the Commission on January 4, 2012)

50

99.2   Notice to Unitholders regarding certain changes to the ownership and structure of the Registrant’s underlying managers (incorporated by reference to Exhibit 99.1 to the Registrant’s Form 8-K, File No. 000-51651, filed with the Commission on August 17, 2012)
     
99.3   Notice to Unitholders regarding certain changes to the ownership and structure of the Registrant’s underlying managers (incorporated by reference to Exhibit 99.1 to the Registrant’s Form 8-K, File No. 000-51651, filed with the Commission on December 6, 2012)
     
99.4   Notice to Unitholders regarding certain changes to the ownership and structure of the Registrant’s underlying managers (incorporated by reference to Exhibit 99.1 to the Registrant’s Form 8-K, File No. 000-51651, filed with the Commission on May 6, 2013)
     
99.5   Notice to Unitholders regarding certain changes to the ownership and structure of the Registrant’s underlying managers (incorporated by reference to Exhibit 99.1 to the Registrant’s Form 8-K, File No. 000-51651, filed with the Commission on September 3, 2013)
     
99.6   Notice to Unitholders regarding certain changes to the ownership and structure of the Registrant’s underlying managers (incorporated by reference to Exhibit 99.1 to the Registrant’s Form 8-K, File No. 000-51651, filed with the Commission on September 3, 2013)
     
101.INS   XBRL Instance Document
     
101.SCH   XBRL Taxonomy Extension Schema Document
     
101.CAL   XBRL Taxonomy Extension Calculation Linkbase Document
     
101.LAB   XBRL Taxonomy Extension Label Linkbase Document
     
101.PRE   XBRL Taxonomy Extension Presentation Linkbase Document
     
101.DEF   XBRL Taxonomy Extension Definition Linkbase Document

 

In accordance with Rule 406T of Regulation S-T, the XBRL related information in Exhibit 101 to the Annual Report on Form 10-K shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be part of any registration statement or other document filed under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

 

[Remainder of page left blank intentionally.]

51

(KENMAR PREFERRED LOGO)

 

 

 

 

 

 

 

 

 

 

 

 

WORLD MONITOR TRUST III – SERIES J

 

ANNUAL REPORT

 

December 31, 2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

52

WORLD MONITOR TRUST III – SERIES J

 

 

 

TABLE OF CONTENTS

 

 

 

  PAGES
   
Affirmation of The Commodity Pool Operator 54
   
Report of Independent Registered Public Accounting Firm - AJSH & Co LP. 55
   
Report of Independent Registered Public Accounting Firm – Arthur F. Bell, Jr & Associates, L.L.C. 56
   
Report of Independent Registered Public Accounting Firm – EisnerAmper LLP. 57 
   
Financial Statements  
   
Statements of Financial Condition 58
   
Condensed Schedules of Investments 59
   
Statements of Operations 60
   
Statements of Changes in Unitholders’ Capital 61
   
Notes to Financial Statements 62 - 77

53

WORLD MONITOR TRUST III SERIES J
AFFIRMATION OF THE COMMODITY POOL OPERATOR

 

 

 

To the best of the knowledge and belief of the undersigned, the information contained in the Annual Report for the year ended December 31, 2017 is accurate and complete.

 

  (-s- James Parrish)
  James Parrish, President of the Managing Owner,
  Kenmar Preferred Investments, LLC
  WORLD MONITOR TRUST III SERIES J

54

(AJSH LOGO)
              Chartered Accountants
(Formerly known as “AJSH & Co.” converted and registered as LLP on 11-04-2016 vide LLPIN: AAG-1471)
C-7/227, Sector-7, Rohini
New Delhi-110085
+91 11 45596689
Web : www.ajsh.in
E-mail: info@ajsh.in

 

Report of Independent Registered Public Accounting Firm

 

To the Unitholders of World Monitor Trust III – Series J

 

Opinion on the Financial Statements

 

We have audited the accompanying financial statements of World Monitor Trust III – Series J (the “Trust”), which comprises of the statement of financial condition, including the condensed schedule of investments, as of December 31, 2017, the related statements of operations, changes in unitholders’ capital (net asset value) for the year then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Trust as of December 31, 2017, and the results of their operations and the changes in its net asset value for the year then ended in conformity with accounting principles generally accepted in the United States of America.

 

Basis for Opinion

 

These financial statements are the responsibility of the Trust’s management. Our responsibility is to express an opinion on these financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

 

(-s-AJSH & Co LLP) 
AJSH & Co LLP

 

We have served as the Trust’s Auditor since the year 2018.

New Delhi, India

April 16, 2018

55

(ARTHUR BELL LOGO)

 

   
201 International Circle, Suite 400 Toll Free: 855.787.0001
Hunt Valley, Maryland 21030 Telephone: 410.771.0001
www.arthurbellcpas.com Fax: 410.785.9784

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Unitholders’ of

World Monitor Trust III – Series J

 

We have audited the accompanying financial statements of World Monitor Trust III – Series J (the Trust), which comprise the statement of financial condition, including the condensed schedule of investments, as of December 31, 2016, and the related statements of operations and changes in unitholders’ capital (net asset value) for the year then ended. These financial statements are the responsibility of the Trust’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

 

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of World Monitor Trust III – Series J as of December 31, 2016, and the results of its operations and the changes in its net asset value for the year then ended in conformity with U.S. generally accepted accounting principles.

 

(SIGNATURE)

 

Hunt Valley, Maryland

March 30, 2017

56

(EISNERAMPER LOGO)  EisnerAmper LLP
750 Third Avenue
New York, NY 10017
T  212.949.8700
F  212.891.4100
www.eisneramper.com

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Managing Owner and Unitholders of
World Monitor Trust III - Series J

 

We have audited the statements of operations and changes in unitholders’ capital of World Monitor Trust III – Series J (the “Series J”) for the year ended December 31, 2015. The financial statements are the responsibility of Series J’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

 

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the results of World Monitor Trust III - Series J’s operations for the year ended December 31, 2015, in conformity with accounting principles generally accepted in the United States of America.

 

/s/EisnerAmper LLP

 

 (-s-EISNERAMPER LLP)

 

EISNERAMPER LLP
New York, New York
March 23, 2016

 

(IMAGE)

57

WORLD MONITOR TRUST III – SERIES J
STATEMENTS OF FINANCIAL CONDITION
December 31, 2017 and 2016

 

 

 

   2017   2016 
ASSETS          
           
Cash and cash equivalents (see Note 2)  $1,533,764   $6,727 
Investment in securities, at fair value (cost $163,284 and $1,742,339 at December 31, 2017 and 2016, respectively)   163,470    1,724,151 
Investment in Affiliated Investment Funds, at fair value   0    6,581,469 
Investment in Private Funds, at fair value   4,736,849    0 
Receivable from Managing Member   52,435    0 
Receivable from Affiliated Investment Funds   0    415,067 
Total assets  $6,486,518   $8,727,414 
           
LIABILITIES          
Accrued expenses payable  $55,217   $77,088 
Payable to Affiliated Investment Funds   0    165,209 
Service fees payable (see Note 5)   34,670    12,526 
Redemptions payable   220,554    47,158 
Total liabilities   310,441    301,981 
           
UNITHOLDERS’ CAPITAL (Net Asset Value)          
Class I Units:          
Unitholders’ Units – 37,528,608 and 106,116.029 Units outstanding at December 31, 2017 and 2016 respectively   2,521,293    7,858,343 
Class II Units:          
Unitholders’ Units - 5,253.004 and 6,395.489 Units outstanding at December 31, 2017 and 2016, respectively   430,526    567,090 
Class III Units:          
Unitholders’ Units - 35,009.245 and 0 Units outstanding at December 31, 2017 and 2016, respectively   3,224,258    0 
Total Unitholders’ capital (Net Asset Value)   6,176,077    8,425,433 
Total liabilities and Unitholders’ capital  $6,486,518   $8,727,414 
           
NET ASSET VALUE PER UNIT          
Class I  $67.18   $74.05 
Class II  $81.96   $88.67 
Class III  $92.10   $0 

 

See accompanying notes.

58

WORLD MONITOR TRUST III – SERIES J
CONDENSED SCHEDULES OF INVESTMENTS
December 31, 2017 and 2016

 

 

 

   2017   2016 
         
   Fair Value       Fair Value as     
   as a % of       a % of     
   Unitholders’       Unitholders’     
   Capital   Fair Value   Capital   Fair Value 
                 
Investment in securities:                    
Publicly-traded mutual funds:                    
Doubleline Low Duration Bond Fund Class I (shares 16,398.136 and 172, 242.897 at December 31, 2017 and 2016, respectively)   2.65%   163,470    20.46%   1,724,151 
                     
Total investment in securities (cost $163,284 and $1,742,339 at December 31, 2017 and 2016 respectively)   2.65%  $163,470    20.46%  $1,724,151 
                     
Investment in Affiliated Investment Funds:                    
CTA Choice FRT   0.00%   0    15.57%   1,312,138 
CTA Choice KEY   0.00%   0    24.43%   2,058,275 
CTA Choice QNTM   0.00%   0    24.91%   2,098,905 
CTA Choice RDOX   0.00%   0    13.20%   1,112,151 
                     
Total investment in Affiliated Investment Funds   0.00%  $0    78.11%  $6,581,469 
                     
Investment in Private Funds:                    
ADG Systematic Macro Feeder Fund (530) LLC   24.71%   1,526,112    0.00%   0 
Fort Contrarian Feeder Fund (510) LLC   19.84%   1,225,398    0.00%   0 
QIM Feeder Fund (526) LLC   32.15%   1,985,339    0.00%   0 
                     
Total investment in Private Funds   76.70%  $4,736,849    0.00%  $0 

 

See accompanying notes.

59

WORLD MONITOR TRUST III – SERIES J
STATEMENTS OF OPERATIONS
For the Years Ended December 31, 2017, 2016 and 2015

 

 

 

   2017   2016   2015 
INVESTMENT INCOME               
Interest income  $0   $0   $14 
Dividend income   27,270    51,029    57,580 
Total investment income   27,270    51,029    57,594 
EXPENSES               
Management fees to Managing Owner   104,469    49,867    68,962 
Managing Owner interest earned on Certain Investment Funds (see Note 4)   32,189    41,312    12,381 
Service fees - Class I Units (see Note 5)   203,971    176,769    247,636 
Sales commission   47,720    99,734    137,854 
Offering costs   0    0    0 
Operating expenses   278,626    208,286    350,613 
Total expenses   666,975    575,968    817,446 
General and administrative expenses borne by the Managing Owner and affiliates   (52,435)   0    0 
Net expenses   614,540    575,968    817,446 
Net investment (loss)   (587,270)   (524,939)   (759,852)
                
REALIZED AND UNREALIZED GAIN OR (LOSS) ON INVESTMENTS               
Net realized (loss) on investment in securities   (6,279)   (14,543)   (64,120)
Net change in unrealized appreciation on investment in securities   18,374    20,811    70,795 
Net gain from investment in securities   12,095    6,268    6,675 
                
Total (loss) from Investments in Affiliated Funds   (157,393)   (98,356)   (869,692)
Total gain from Investments in Private Funds   124,280    0    0 
Total (loss) on Investment in Private and Affiliated Funds   (33,113)   (98,356)   (869,692)
Total (loss) on Investment    (21,018)   (92,088)   (863,017)
                
NET (LOSS)  $(608,288)  $(617,027)  $(1,622,869)
                
NET INCOME LOSS PER WEIGHTED AVERAGE UNITHOLDER               
Net loss per weighted average Unitholder               
Class I  $(5.34)  $(4.93)  $(10.37)
Class II  $(6.79)  $(3.63)  $(9.88)
Class III  $(6.97)  $0   $0 
Weighted average number of Units outstanding               
Class I   57,249.840    119,862.374    148,445.168 
Class II   5,859.445    7,083.891    8,495.835 
Class III   37,706.399    0.000    0.000 

 

See accompanying notes.

60

WORLD MONITOR TRUST III – SERIES J
STATEMENTS OF CHANGES IN UNITHOLDERS’ CAPITAL
For the Years Ended December 31, 2017, 2016 and 2015

 

 

 

   Class I   Class II   Class III         
   Unitholders   Unitholders   Unitholders   Total 
   Units   Amount   Units   Amount   Units   Amount   Units   Amount 
Unitholders’ capital at December 31, 2014   164,636.17   $14,707,477    9,103.87   $937,117       $    173,740.04   $15,644,594 
Redemptions   (32,407.30)   (2,740,091)   (732.03)   (77,530)           (33,139.33)   (2,817,621)
Net (loss)        (1,538,932)        (83,937)                 (1,622,869)
Unitholders’ capital at December 31, 2015   132,228.87   $10,428,454    8,371.84   $775,650       $    140,600.71   $11,204,104 
Redemptions   (26,112.84)   (1,978,818)   (1,976.35)   (182,826)           (28,089.19)   (2,161,644)
Net (loss)        (591,293)        (25,734)                 (617,027)
Unitholders’ capital at December 31, 2016   106,116.03   $7,858,343    6,395.49   $567,090       $    112,511.52   $8,425,433 
Additions                   43,908.27    4,390,827    43,908.27    4,390,827 
Redemptions   (68,587.41)   (5,031,509)   (1,142.48)   (96,792)   (8,899.00)   (903,595)   (78,628.89)   (6,031,896)
Net (loss)        (305,540)        (39,772)        (262,975)        (608,288)
Unitholders’ capital at December 31, 2017   37,528.62   $2,521,294    5,253.01   $430,526    35,009.27   $3,224,257    77,790.90   $6,176,077 

 

 

See accompanying notes.

61

WORLD MONITOR TRUST III – SERIES J
NOTES TO FINANCIAL STATEMENTS

 

 

 

Note 1.ORGANIZATION

 

A.General Description of the Trust

 

World Monitor Trust III (the “Trust”) is a business trust organized under the laws of Delaware on September 28, 2004. The Trust consisted of four separate and distinct series (“Series”): Series G, H, I and J. Series G, H, I and J commenced operations on December 1, 2005. As of December 31, 2007, Series G, H and I were no longer offered and had been dissolved. Series J will continue to exist unless terminated pursuant to the provisions of Article XIII of the Trust’s Fifth Amended and Restated Declaration of Trust and Trust Agreement (the “Trust Agreement”). The assets of each Series have been segregated from those of the other Series, separately valued and independently managed, and separate financial statements have been prepared for each Series. Each Series was formed to engage in the direct or indirect speculative trading of a diversified portfolio of futures contracts, options on futures contracts and forward currency contracts and may, from time to time, engage in cash and spot transactions. The fiscal year end of Series J is December 31.

 

Kenmar Preferred Investments, LLC (“Kenmar Preferred” or the “Managing Owner”), a Delaware limited liability company is the managing owner of the Trust and has been delegated administrative authority over the operations of the Trust. As the Managing Owner of the Trust and of each Series, Kenmar Preferred conducts and manages the business of the Trust and each Series.

 

Clarity Managed Account & Analytics Platform, LLC (“Clarity”), an affiliate of Kenmar Preferred, serves as the managing member for CTA Choice Fund LLC (“CTA Choice”). CTA Choice is a Delaware limited liability company which consists of multiple segregated series, each established pursuant to a separate Certificate of Designation prepared by Clarity. Each series maintains separate and distinct records. The assets associated with each series, and the liabilities and obligations incurred with respect to a particular series are enforceable only against the assets of that series. Effective September 30, 2017 the Registrant terminated investments in CTA Choice.

 

Kenmar Global Investment Management, LLC (the “Asset Allocator”), an affiliate of the Managing Owner, was the Asset Allocator of CTA Choice prior to March 30, 2016. On March 30, 2016, Kenmar Global Investment Management, LLC was put into liquidation effective December 31, 2015, and Clarity was appointed as the Asset Allocator of CTA Choice. Pursuant to the Investment Management Agreements (formerly Asset Allocation Agreements) between the Managing Owner, the Asset Allocator, and each interestholder, the Asset Allocator determines the trading level of each interestholder’s assets and reallocates among the separate series of CTA Choice as agreed upon with the Trading Advisors. Effective September 30, 2017 the Registrant terminated investments in CTA Choice and by reference the Asset Allocation agreement.

 

The Trust expects to access the Advisors in the future through various series of Galaxy Plus. Galaxy Plus is an “umbrella fund” having multiple series, each of which is referred to herein as a “Galaxy Fund.” Each Galaxy Fund has its own clearly-defined investment objective and strategies that are implemented by a trading advisor. Gemini Alternative Funds, LLC, a Nebraska limited liability company, is the managing member of Galaxy Plus.

62

WORLD MONITOR TRUST III – SERIES J
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
 

 

Note 1.ORGANIZATION (CONTINUED)

 

A.General Description of the Trust (Continued)

 

Series J allocated a portion of its net assets (“Allocated Assets”) to commodity trading advisors (each, a “Trading Advisor” and collectively, the “Trading Advisors”) through CTA Choice, for which such allocations are rebalanced quarterly. Through September 30, 2017, Series J allocated its Allocated Assets to each Trading Advisor, which managed and made trading decisions with respect to those Allocated Assets (see below table). The Managing Owner may terminate any current Trading Advisor or select new trading advisors from time to time at its sole discretion in order to achieve the goals of Series J. In the future, the Managing Owner may determine to access certain Trading Advisors through separate investee pools.

 

Each Trading Advisor listed below is referred to herein as an “Affiliated Investment Fund” and collectively referred to herein as the “Affiliated Investment Funds” and each Trading Advisor listed below is referred to herein as an “Private Fund” and collectively referred to herein as the “Private Funds”:

 

Affiliated Investment       Termination
Fund Trading Advisor Trading Program Start Date Date
CTA Choice FRT (“FRT”) Fort, L.P. Global Diversified Program 8/1/2014 9/30/2017
CTA Choice ISAT (“ISAT”) DeepField A.G Singularity Program 2/1/2017 9/30/2017
CTA Choice KEY (“KEY”) KeyQuant S.A.S Key Trends Program 1/1/2016 9/30/2017
CTA Choice QNTM (“QNTM”) Quantmetrics Capital Management LLP QM Multi Strategy Program 5/1/2015 1/31/2017
CTA Choice RDOK (“RDOK”) Red Oak Commodity Advisors, Inc. Fundamental Trading Program 12/1/2012 1/31/2017
         
        Termination
Private Fund Trading Advisor Trading Program Start Date Date
ADG Systematic Macro Feeder Fund (530) LLC (“ADG”) ADG Capital Management, L.L.C. Systematic macro strategy program 10/1/2017  
Fort Contrarian Feeder Fund (510) LLC (“FORT”) Fort L.P. Systematic, trend-anticipating trading program 10/1/2017  
QIM Feeder Fund (526)LLC (“QIM”) Quantitative Investment Management, L.L.C. Short to medium-term trading strategy program 10/1/2017  

 

Effective October 1, 2017 the Registrant allocated assets to Galaxy Plus Funds which together with Affiliated Investment Funds (“Registrant Trading Investments”) dependent on the time period the Registrant effects exposure indirectly to various Trading Advisors.

 

Series J meets the definition of an investment company in accordance with guidance under Accounting Standards Codification Topic 946 “Financial Services – Investment Companies”.

63

WORLD MONITOR TRUST III – SERIES J
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
 

 

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 (“NFA”), an industry self-regulatory organization; and the requirements of the various commodity exchanges where the Trust, indirectly through the Registrant Trading Investments, executes transactions.

 

C.The Offering

 

Series J offered units (the “Units”) in three classes (each, a “Class”) – Class I, Class II and Class III.

 

Up to $281,250,000 Series J, Class I and $93,750,000 Series J, Class II and $4,390,827 Series J, Class III Units were being offered (totaling $379,390,827) (“Subscription Maximum”). Units were being offered to investors who met 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 was $25,000 ($10,000 for benefit plan investors (including IRAs)). The minimum additional subscription amount for current investors is $5,000.

 

Series J completed its initial offering on December 1, 2005 with gross proceeds of $31,024,443.

 

Subscriptions were no longer accepted effective December 2013.

 

Effective February 1, 2017, KMP Futures Fund I, LLC (“KMPFF”), a Delaware Limited Liability Company contributed all of its assets into Series J. Members in KMPFF received a pro rata in-kind distribution of the Series J units effective February 1, 2017, which resulted for all Members in KMPFF to receive a direct ownership interest in Series J under a new class of units Class III (“Class III”).

 

D.Exchanges, Redemptions and Termination

 

Redemptions from Series J are permitted on a monthly basis with no redemption charges applicable to either Class I, Class II or Class III Units.

64

WORLD MONITOR TRUST III – SERIES J
NOTES TO FINANCIAL STATEMENTS (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.

 

Although the Net Asset Value is currently below $10 million, as of November 14, 2017, the Managing Owner has not made a determination to terminate Series J.

65

WORLD MONITOR TRUST III – SERIES J
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
 

 

Note 2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

A.Basis of Accounting

 

The financial statements of Series J are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Such principles require the Managing Owner to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting year. Actual results could differ from those estimates.

 

Certain amounts in the financial statements for the year ended December 31, 2015 was reclassified to conform with the presentation of the financial statements for the years ended December 31, 2017 and 2016. The reclassification did not have any material impact on the financial statements.

 

The weighted average number of Units outstanding was computed for purposes of disclosing net gain (loss) per weighted average Unitholder. The weighted average number of Units is equal to the number of Units outstanding at period end, adjusted proportionately for Units subscribed and redeemed based on their respective time outstanding during the period.

 

Investment in securities consists of publicly-traded mutual funds, which are valued using the quoted share price on the last day of the period. Realized gains and losses from investment in securities are determined using the identified cost method. Any change in net unrealized gain or loss from the preceding period is reported in the condensed statements of operations. Dividends are recorded on the ex-dividend date.

 

Series J has elected not to provide a statement of cash flows since substantially all of Series J’s investments are carried at fair value and classified as Level 1 measurements in the fair value hierarchy table or fair value was determined using the practical expedient method. Series J has little or no debt and a condensed statement of changes in Unitholders’ capital (Net Asset Value) is provided.

 

Consistent with standard business practice 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).

66

WORLD MONITOR TRUST III – SERIES J
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
 

 

Note 2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

A.Basis of Accounting (Continued)

 

Series J considers its investments in publicly-traded mutual funds to be based on quoted prices in active markets for identical assets (Level 1).

 

There are no Level 3 investments on December 31, 2017 or 2016, nor any portion of the interim periods.

 

The following tables summarize the assets measured at fair value using the fair value hierarchy. Series J’s investments in affiliated investment funds and private funds are valued based on the net asset value reported by such funds. By adopting ASU 2015-07, the investments in affiliated investment funds and Private Funds are excluded from the fair value hierarchy below.

 

   Level 1   Level 2   Level 3   Total 
December 31, 2017                    
                     
Assets:                    
Investment in securities, at fair value  $163,470   $0   $0   $163,740 
                     
   Level 1   Level 2   Level 3   Total 
December 31, 2016                    
                     
Assets:                    
Investment in securities, at fair value  $1,724,151   $0   $0   $1,724,151 

 

B.Cash and Cash Equivalents

 

Cash and cash equivalents include cash and investments in overnight deposits. Interest income, if any, includes interest on cash and overnight deposits. In the event of a financial institution’s insolvency, recovery of cash on deposit may be limited to account insurance or other protections afforded such deposits. Series J has established procedures to actively monitor market risk and minimize credit risk, although there can be no assurance that it will, in fact, succeed in doing so. The Unitholders bear the risk of loss only to the extent of the market value of their respective investments and, in certain specific circumstances, distributions or redemptions received.

 

C.Income Taxes

 

Series J is treated as a partnership for U.S. federal income tax purposes. As such, Series J is not required to provide for, or pay, any U.S. federal or state income taxes. Income tax attributes that arise from its operations are passed directly to the Unitholders including the Managing Owner. Series J may be subject to other state and local taxes in jurisdictions in which it operates.

67

WORLD MONITOR TRUST III – SERIES J
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
 

 

Note 2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

C.Income Taxes (Continued)

 

Series J appropriately recognizes and discloses uncertain tax provisions in their financial statements. Recognition is permitted for each position if, based on its technical merits, it is “more likely than not” that the position will be upheld under audit by tax authorities. The Managing Owner has reviewed Series J’s tax positions for all open years and concluded that no provision for income taxes or expense is required in these financial statements. Series J has elected an accounting policy to classify interest and penalties related to income taxes as interest or other expense. The 2014 through 2017 tax years generally remain subject to examination by U.S. Federal and most tax authorities.

 

There have been no differences between the tax basis and book basis of assets, liabilities or Unitholders’ capital since inception of Series J.

 

D.Profit and Loss Allocations and Distributions

 

Income and expenses (excluding the service fee and upfront sales commissions further discussed in Note 5) are allocated pro rata to the Class I Units, Class II Units and Class III Units monthly based on the Units outstanding during the month. Class I Units are charged with the service fee and upfront sales commission applicable to such Units. Distributions (other than redemptions of Units) may be made at the sole discretion of the Managing Owner on a pro rata basis in accordance with the respective capital balances of the Unitholders. The Managing Owner has not and does not presently intend to make any distributions.

 

E.Offering Costs

 

In accordance with the Trust’s Agreement and Prospectus, the Managing Owner is responsible for the payment of all offering expenses of Series J incurred after the Initial Offering Period (“ongoing offering costs”), provided that the amount of such ongoing offering costs paid by the Managing Owner are subject to reimbursement by the Trust, without interest, in up to 36 monthly payments during each of the first 36 months following the month in which such expenses were paid by the Managing Owner. Through December 31, 2017, the Managing Owner has paid $2,936,640 in ongoing offering costs, of which $2,879,478 has been allocated to Series J.

 

Ongoing offering costs incurred through November 30, 2006 in the amount of $599,062 will not be reimbursed to the Managing Owner. For the period December 1, 2006 through December 31, 2017, the Managing Owner incurred and Series J was allocated ongoing offering costs in the amount of $2,300,021 and $2,280,415, respectively. Of the $2,280,415, allocated to Series J, $635,144 will not be reimbursable to the Managing Owner.

 

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

 

During the years ended December 31, 2017 and 2016, Series J’s did not incur any offering cost.

68

WORLD MONITOR TRUST III – SERIES J
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
 

 

Note 2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

F.Interest and Dividends

 

Interest is recorded on an accrual basis. Dividends are recorded on the ex-dividend date.

 

G.Investment in Affiliated Investment Funds

 

The investment in Affiliated Investment Funds is reported at fair value in Series J’s statements of financial condition. As a practical expedient, fair value ordinarily is the fund’s net asset value as determined for the Affiliated Investment Funds in accordance with the fund’s valuation policies and reported at the time of Series J’s valuation by the management of the funds. Generally, the fair value of Series J’s investment in Affiliated Investment Funds represents the amount that Series J could reasonably expect to receive from the Affiliated Investment Funds 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.

 

H.Investment in Private Funds

 

The investment in Galaxy Plus Funds is reported at fair value in Series J’s statements of financial condition. As a practical expedient, fair value ordinarily is the fund’s net asset value as determined for the Galaxy Plus Funds in accordance with the fund’s valuation policies and reported at the time of Series J’s valuation by the management of the funds. Generally, the fair value of Series J’s investment in Galaxy Plus Funds represents the amount that Series J could reasonably expect to receive from the Galaxy Plus Funds 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

 

I.New Accounting Pronouncement

 

In May, 2015, the FASB issued Accounting Standards Update No. 2015-07 (“ASU 2015-07”), “Fair Value Measurement (Topic 820): Disclosures for Investments in Certain Entities that Calculate Net Asset Value per Share (or its Equivalent).” ASU 2015-07 removes the requirement to categorize within the fair value hierarchy all investments for which fair value is measured using net asset value per share as a practical expedient. ASU 2015-07 is effective for fiscal years beginning after December 15, 2015. The Managing Owner of the Trust adopted ASU 2015-07 as of January 1, 2016. The adoption of ASU 2015-07 did not have a material impact on the Trust’s Financial Statements.

 

Note 3.RELATED PARTIES

 

Series J reimburses Kenmar Preferred and its affiliates for services it performs for Series J, which include, but are not limited to: management, legal, accounting, registrar, transfer and assignment functions, investor communications, printing, and other administrative services.

69

WORLD MONITOR TRUST III – SERIES J
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
 

 

Note 3.RELATED PARTIES (CONTINUED)

 

The expenses incurred by Series J for services performed by Kenmar Preferred and its affiliates for Series J were as follows:

 

Expenses payable to the Managing Owner and its affiliates, which are included in accrued expenses payable on the condensed statements of financial condition as of December 31, 2017 and December 31, 2016, were $12,865 and $9,780, respectively.

 

   2017   2016   2015 
Management fees to Managing               
Owner  $104,469   $49,867   $68,962 
Managing Owner interest earned on Certain Investment Funds   32,189    41,312    12,381 
                
Operating expenses   90,325    80,893    136,564 
General and administrative expenses borne by the Managing Owner and its affiliates   (52,435)   0    0 
Total  $174,548   $172,072   $217,907 

 

Note 4.MANAGING OWNER AND AFFILIATES

 

The Managing Owner is paid a monthly management fee of 1/12th of 0.5% (0.5% per annum) of Series J’s Net Asset Value at the beginning of each month Class I and Class II (See Note 3). Class III also pays a management fee to the Managing Owner. The Class III management fee and operating expense cap (see Note 9) are both calculated on the Net Asset Value of Class III at rates of 6.0% and 1.5% per annum, respectively. In addition, Class III’s portion of the Service Fees, which are paid by Class III Units, are deducted from the management fee to be paid by Class III Units to the Managing Owner.

 

Series J invests a portion of the excess cash balances not required for margin through certain investment funds which invest in (i) U.S. government securities (which include any security issued or guaranteed as to principal or interest by the United States), (ii) any certificate of deposit for any of the foregoing, including U.S. treasury bonds, U.S. treasury bills and issues of agencies of the United States government, (iii) corporate bonds or notes, or (iv) other instruments permitted by applicable rules and regulations (collectively, “Certain Investment Funds”). Such excess cash balances were held at US Bancorp Fund Services, LLC as transfer agent for DoubleLine Funds, at December 31, 2017 and 2016. The objective is to obtain a rate of return for Series J that balances risk and return relative to the historically low yields on short term cash deposits with banks and/or brokerage firms. There is no guarantee that the Managing Owner will be successful in investing the excess cash successfully to obtain a greater yield than available on short term cash deposits with banks and/or brokerage firms. The Managing Owner is paid monthly 1/12th of 50% of the first 1% of the positive returns earned on Series J’s investments in Certain Investment Funds. The calculation is based on Series J’s average annualized Net Asset Value, and any losses related to returns on Certain Investment Funds must first be recovered through subsequent positive returns prior to the Managing Owner receiving a payment. After the calculation of the amount payable to the Managing Owner, Series J will be credited with all additional positive returns (or 100% of any losses) on Series J’s investments in Certain Investment Funds. If at the end of any calendar year, a loss has been incurred on the returns for Certain Investment Funds, then the loss carry forward will reset to zero for the next calendar year with regards to the calculation of the Managing Owner’s portion of Certain Investment Fund’s income. For the years ended December 31, 2017, 2016 and 2015, the Managing Owner’s portion of interest earned on Certain Investment Funds amounted to $32,189, $41,312, and $12,381, respectively.

 

Series J pays a monthly administrative services fee to Clarity for risk management and related services with respect to monitoring the Trading Advisors, indirectly through its investment in Affiliated Investment Funds based on their respective beginning of month Allocated Assets. For the years ended December 31, 2017, 2016 and 2015, the administrative services fee earned indirectly totaled $19,568, $29,628 and $39,467, respectively.

70

WORLD MONITOR TRUST III – SERIES J
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
 
 
Note 5.SERVICE FEES AND SALES COMMISSIONS

 

Series J pays a service fee with respect to Class I Units, monthly in arrears, equal to 1/12th of 2% (2% per annum) of the Net Asset Value per Unit of the outstanding Class I Units as of the beginning of the month. Series J also pays an initial commission equal to 2% of the initial Net Asset Value per Unit of each Class I Unit sold by the Correspondent Selling Agents (“CSA”), payable on the date such Class I Units are purchased. Commencing with the 13th month after the purchase of a Class I Unit, the CSAs received an ongoing monthly commission equal to 1/12th of 2% (2% per annum) of the Net Asset Value per Class I Unit as of the beginning of each month of the Class I Units sold by them.

 

The Service Fee – Class I Units (as described below) disclosed in the statements of operations represents (i) the monthly 1/12th of 2% of the Net Asset Value per Class I Unit as of the beginning of each month of the Class I Units, (ii) the initial upfront sales commission of 2%, and (iii) a deduction for Series J’s recapture of the 1/12th of 2% service fee on all Units owned for less than 12 months that have received the 2% upfront sales commission and a recapture of the service fee on Units held with no CSA.

 

For the years ended December 31, 2017, 2016 and 2015, the Service Fee – Class I and Class III Units is composed of the following:

 

   2017   2016   2015 
Monthly 1/12th of 2% service fee calculated on all Class I and Class III Units  $209,574   $186,188   $258,694 
Initial up-front 2% sales commissions   0    0    0 
Series J’s recapture on 1/12th of 2% service fee on select Units and  recapture of the service fee on Units held with no CSA   (5,603)   (9,419)   (11,058)
Total  $203,971   $176,769   $247,636 

 

A portion of the service fee disclosed in the statements of operations represents the monthly on-going trailing compensation paid to service providers ranging from 1/12th of 3.5% (3.5% per annum) to 1/12th of 4.0% (4.0% per annum) of the beginning of month Net Asset Value of the applicable Class III unitholders interests. The services fees are paid by Class III Units and are deducted from the management fee paid to the Managing Owner.

 

Kenmar Securities LLC (“Selling Agent”) an affiliate of the Managing Owner is the selling agent for Series J. Series J pays 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. For the years ended December 31, 2017, 2016 and 2015, Series J directly paid the Selling Agent sales commission of $47,720, $99,734, and $137,854, respectively.

 

Series J pays a monthly fee to Wells Fargo for providing continuing due diligence, training, operations, system support, and marketing. For Class I and II Units purchased by clients of Wells Fargo on or prior to October 1, 2010, the fee is 1/12th of 0.10% (0.10% per annum) of the beginning of the month Net Asset Value. For Class I and II Units purchased subsequent to October 1, 2010 the fee is 1/12th of 0.30% (0.30% per annum) of the beginning of the month Net Asset Value. These fees are deducted from the management fee paid to the Managing Owner.

71

WORLD MONITOR TRUST III – SERIES J
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
 
 
Note 6.ADMINISTRATOR

 

SS&C GlobeOp Financial Services LLC (“SS&C GlobeOp” or the “Administrator”), a Delaware limited liability company, served as the Administrator of Series J and the Affiliated Investment Funds through January 31, 2016. Effective February 1, 2016, Gemini Hedge Fund Services, LLC (“Gemini” or the “Administrator”), a Nebraska limited liability company, was appointed and replaced SS&C GlobeOp as the Administrator of Series J and the Affiliated Investment Funds. The Administrator performs or supervises the performance of services necessary for the operation and administration of Series J (other than making investment decisions), including administrative and accounting services. The Administrator also calculates Series J’s Net Asset Value. In addition, the Administrator maintains certain books and records of Series J, including certain books and records required by CFTC Rule 4.23(a).

 

Series J indirectly pays its pro-rata share of administrator fees through its investment in Affiliated Investment Funds. For the years ended December 31, 2017, 2016 and 2015, Series J indirectly paid administrator fees totaling $57,743, $68,797 and $90,811, respectively.

 

Series J also pays administrator fees directly to the Administrators. For the years ended December 31, 2017, 2016 and 2015, Series J directly paid the Administrators administrator fees of $6,286, $8,756 and $25,000, respectively.

 

On February 28, 2017, Gemini Fund Services, LLC (“GFS”), a Nebraska Limited Liability Company and an affiliate of Gemini signed a Fund Services Agreement (“Agreement”) with Series J whereas GFS will takeover the registered transfer agent services from Kenmar Preferred. The Agreement will remain effective for a period of three years and in an event Series J ceases to trade before the three years, Series J will owe GFS the pro-rata portion of the fees it owes. GFS is expected to take over the registered transfer agent services during Q4 2017.

 

Note 7.INVESTMENT IN AFFILIATED INVESTMENT AND PRIVATE FUNDS

 

Through September 30, 2017, Series J invested a portion of its assets in Affiliated Investment Funds. Series J fully redeemed from the Affiliated Investment Funds as of September 30, 2017. Series J’s investment in Affiliated Investment Funds represents 0% and 78.11% of the Net Asset Value of Series J at December 31, 2017 and December 31, 2016, respectively. Series J’s investment in Private Funds represents 76.70% and 0.00% of the Net Asset Value of Series J at December 31, 2017 and 2016, respectively.

 

The investment in Private Funds is reported in Series J’s statements of financial condition at fair value. Series J records its proportionate share of income or loss in the statements of operations. The investments are subject to the terms of the organizational and offering documents of the Private Funds. The following tables summarize the change in net asset value (fair value) of Series J’s investment in affiliated investment funds and Private Funds for the years ended December 31, 2017 and 2016:

 

   Net asset value               Net asset value 
   December 31, 2016   Purchases   Loss   Redemptions   December 31, 2017 
Investment in Affiliated Investment Funds  $6,581,469   $5,254,348   $(157,393)  $(11,678,424)  $0 
                          
   Net asset value               Net asset value 
   December 31, 2016   Purchases   Gain   Redemptions   December 31, 2017 
 Investment in Private Funds  $0   $4,612,569   $124,280   $0   $4,736,849 
                          
   Net asset value               Net asset value 
   December 31, 2015   Purchases   Loss   Redemptions   December 31, 2016 
 Investment in Affiliated Investment Funds  $3,222,888   $7,306,922   $(98,356