UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM 10-Q

 

(Mark One)

 

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

 

For the quarter ended:

June 30, 2018

 

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)

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

 

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 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

WORLD MONITOR TRUST III – SERIES J

INDEX TO QUARTERLY REPORT ON FORM 10-Q

JUNE 30, 2018

 

		Page
PART I – FINANCIAL INFORMATION		3
Item 1.	Condensed Financial Statements	4
	World Monitor Trust III – Series J
	Condensed Statements of Financial Condition as of June 30, 2018 (Unaudited) and December 31, 2017	5
	Condensed Schedules of Investments as of June 30, 2018 (Unaudited) and December 31, 2017	6
	Condensed Statements of Operations (Unaudited) for the Six Months and Ended June 30, 2018 and 2017	7
	Condensed Statements of Changes in Unitholders’ Capital (Unaudited) for the Six Months Ended June 30, 2018 and 2017	8
	Notes to Condensed Financial Statements (Unaudited)	9-22
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	35
Item 4.	Controls and Procedures	37
PART II – OTHER INFORMATION		38
Item 1.	Legal Proceedings	38
Item 1.A.	Risk Factors	38
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	38
Item 3.	Defaults Upon Senior Securities	39
Item 4.	Mine Safety Disclosures	39
Item 5.	Other Information	39
Item 6.	Exhibits	39

PART I – FINANCIAL INFORMATION

 

Item 1.

Condensed Financial Statements

 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK;

CONDENSED FINANCIAL STATEMENTS TO FOLLOW]

WORLD MONITOR TRUST III – SERIES J

 

CONDENSED FINANCIAL STATEMENTS

 

June 30, 2018 (Unaudited)

WORLD MONITOR TRUST III – SERIES J

CONDENSED STATEMENTS OF FINANCIAL CONDITION

June 30, 2018 (Unaudited) and December 31, 2017

 

		June 30, 2018				December 31, 2017
ASSETS
Cash and cash equivalents (see Note 2)		$	33,633			$	1,533,764
Investment in securities, at fair value (cost $769,132 and $163,284 at June 30, 2018 and December 31, 2017, respectively)			766,832				163,470
Investment in Private Funds, at fair value			4,665,966				4,736,849
Receivable from Managing Member			52,923				52,435
Total assets		$	5,519,354			$	6,486,518
LIABILITIES
Accrued expenses payable		$	44,801			$	55,217
Service fees payable (see Note 5)			21,260				34,670
Redemptions payable			149,304				220,554
Total liabilities			215,365				310,441
UNITHOLDERS’ CAPITAL (Net Asset Value)
Class I Units:
Unitholders’ Units – 32,569.469 and 37,528,608 Units outstanding at June 30, 2018 and December 31, 2017, respectively			2,081,214				2,521,293
Class II Units:
Unitholders’ Units – 5,033.508 and 5,253.004 Units outstanding at June 30, 2018 and December 31, 2017, respectively			395,967				430,526
Class III Units:
Unitholders’ Units – 32,135.695 and 35,009.245 Units outstanding at June 30, 2018 and December 31, 2017, respectively			2,826,808				3,224,258
Total Unitholders’ capital (Net Asset Value)			5,303,989				6,176,077
Total liabilities and Unitholders’ capital		$	5,519,354			$	6,486,518
NET ASSET VALUE PER UNIT
Class I		$	63.90			$	67.18
Class II		$	78.67			$	81.96
Class III		$	87.96			$	92.10

 

See accompanying notes.

WORLD MONITOR TRUST III – SERIES J

CONDENSED SCHEDULES OF INVESTMENTS

June 30, 2017 (Unaudited) and December 31, 2017

 

		June 30, 2018								December 31, 2017
		Fair Value as a % of Unitholders’ Capital				Fair Value				Fair Value as a % of Unitholders’ Capital				Fair Value
Investment in securities:
Publicly-traded mutual funds:
DoubleLine Low Duration Bond Fund (shares 77,146.075 and 16,398.136 at June 31, 2018 and December 31, 2017, respectively)			14.46	%			766,832				2.65	%			163,740
Total investment in securities (cost $769,132 and $163,284 at June 30, 2018 and December 31, 2017, respectively)			14.46	%		$	766,832				2.65	%		$	163,740
Investment in Private Funds:
ADG Systematic Macro Feeder Fund (530) LLC			30.09	%			1,595,759				24.71	%			1,526,112
Fort Contrarian Feeder Fund (510) LLC			22.47	%			1,192,012				19.84	%			1,225,398
QIM Feeder Fund (526) LLC			35.41	%			1,878,195				32.15	%			1,985,339
Total investment in Private Funds			87.97	%		$	4,665,966				76.70	%		$	4,736,849

 

See accompanying notes.

WORLD MONITOR TRUST III – SERIES J

CONDENSED STATEMENTS OF OPERATIONS

For the Six Months Ended June 30, 2018 and 2017 (Unaudited)

 

		Three months ended June 30,								Six months ended June 30,
		2018				2017				2018				2017
INVESTMENT INCOME
Dividend income		$	6,121			$	9,793			$	7,159			$	18,220
Total investment income			6,121				9,793				7,159				18,220
EXPENSES
Management fees to Managing Owner			25,092				35,561				52,642				66,635
Managing Owner interest earned on Certain Investment Funds (see Note 4)			3,303				12,163				3,362				22,239
Service fees - Class I Units (see Note 5)			30,743				50,559				64,463				106,413
Sales commission			6,330				12,368				13,352				31,625
Operating expenses			84,309				68,547				143,688				156,430
Total expenses			149,777				179,198				277,507				383,342
General and administrative expenses borne by the Managing Member and affiliates			29,310				15,092				52,922				19,848
Net expenses			120,467				164,106				224,585				363,494
Net investment loss			(114,346	)			(154,313	)			(217,426	)			(345,274	)
REALIZED AND UNREALIZED GAIN OR (LOSS) ON INVESTMENTS
Net realized gain (loss) on investment in securities			(1,296	)			0				(1,296	)			(2,693	)
Net change in unrealized appreciation (depreciation) on investment in securities			(1,507	)			2,371				(2,486	)			9,934
Net gain (loss) from investment in securities			(2,803	)			2,371				(3,782	)			7,241
Total gain (loss) from Investment in Affiliated Funds			0				(347,843	)			0				(82,876	)
Total change in appreciation (depreciation) from Investment in Private Funds			201,227				0				(70,883	)			0
Net gain (loss) on Investment in Private and Affiliated Funds			201,227				(347,843	)			(70,883	)			(82,876	)
Total gain (loss) on investments			198,424				(345,472	)			(74,665	)			(75,635	)
NET INCOME (LOSS)		$	84,078			$	(499,785	)		$	(292,091	)		$	(420,909	)
NET INCOME (LOSS) PER WEIGHTED AVERAGE UNITHOLDER
Net income (loss) per weighted average Unitholder
Class I		$	0.86			$	(3.67	)		$	(3.63	)			(3.17	)
Class II		$	1.41			$	(5.54	)		$	(3.35	)			(5.18	)
Class III		$	1.46			$	(6.93	)			(4.39	)			(4.02	)
Weighted average number of Units outstanding
Class I			33,578.606				55,051.134				34,914.719				72,790.479
Class II			5,051.816				5,853.276				5,096.250				5,978.092
Class II			32,833.871				38,263.241				33,732.127				39,530.712

 

See accompanying notes.

WORLD MONITOR TRUST III – SERIES J

CONDENSED STATEMENTS OF CHANGES IN UNITHOLDERS’ CAPITAL

For the Six Months Ended June 30, 2018 and 2017 (Unaudited)

 

		Class I								Class II								Class III
		Unitholders								Unitholders								Unitholders								Total
		Units				Amount				Units				Amount				Units				Amount				Units				Amount
Six months ended June 30, 2018
Unitholders’ capital at December 31, 2017			37,528.620			$	2,521,294				5,253.010			$	430,526				35,009.270			$	3,224,257				77,790.900			$	6,176,077
Subscriptions			0.000				0				0.000				0				0.000				0				0.000				0
Redemptions			(4,959.150	)			(313,221	)			(219.501	)			(17,498	)			(2,873.575	)			(249,280	)			(8,052.226	)			(579,999	)
Net gain (loss)							(126,859	)							(17,061	)							(148,169	)							(292,089	)
Unitholders’ capital at June 30, 2018			32,569.470			$	2,081,214				5,033.509			$	395,967				32,135.695			$	2,826,808				69,738.674			$	5,303,989
Six months ended June 30, 2017
Unitholders’ capital at December 31, 2016			106,116.029			$	7,858,343				6,395.489			$	567,090				0.000			$	0				112,511.518			$	8,425,433
Subscriptions			0.000				0				0.000				0				43,908.270				4,390,827				43,908.270				4,390,827
Redemptions			(64,511.965	)			(4,753,227	)			(542.213	)			(47,374	)			(6,755.715	)			(700,370	)			(71,809.893	)			(5,500,971	)
Net loss							(231,064	)							(30,948	)							(158,897	)							(420,909	)
Unitholders’ capital at June 30, 2017			41,604.064			$	2,874,052				5,853.276			$	488,768				37,152.555			$	3,531,560				84,609.895			$	6,894,380

 

See accompanying notes.

WORLD MONITOR TRUST III – SERIES J

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

Note 1.

ORGANIZATION

 

A.

General Description of the Trust

 

World Monitor Trust III (the “Trust”) is a business trust organized under the laws of Delaware on September 28, 2004. The Trust consisted of four separate and distinct series (“Series”): Series G, H, I and J. Series G, H, I and J commenced 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 interest holder, the Asset Allocator determines the trading level of each interest holder’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.

WORLD MONITOR TRUST III – SERIES J

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

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 “Private Fund” and collectively referred to herein as the “Private Funds”:

 

Private Fund	Trading Advisor	Trading Program	Start Date	Termination 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”.

 

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.

WORLD MONITOR TRUST III – SERIES J

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

Note 1.

ORGANIZATION (CONTINUED)

 

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 is $25,000 ($10,000 for benefit plan investors (including IRAs). The minimum additional subscription amount for current investors is $5,000.

 

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

 

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.

 

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 June 30, 2018, the Managing Owner has not made a determination to terminate Series J.

WORLD MONITOR TRUST III – SERIES J

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

Note 2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

A.

Basis of Accounting

 

The condensed statements of financial condition, including the condensed schedules of investments, as of June 30, 2018, the condensed statements of operations for the three months ended June 30, 2018 (“Second Quarter 2018”) and for the six months ended June 30, 2018 (“Year-To-Date 2018”), for the three months ended June 30, 2017 (“Second Quarter 2017”), for the six months ended June 30, 2017 (“Year-To-Date 2017”) and the condensed statements of changes in Unitholders’ capital for the Year-To-Date 2018 and the Year-To-Date 2017 are unaudited.

 

In the opinion of the Managing Owner, the condensed financial statements contain all adjustments (consisting of only normal recurring adjustments) necessary to state fairly the financial position of Series J as of June 30, 2018 and the results of its operations for the Second Quarter 2018 and Second Quarter 2017, Year-To-Date 2018 and Year-To-Date 2017. The operating results for these interim periods may not be indicative of the results expected for a full year.

 

The condensed 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 condensed financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

Certain information and footnote disclosures normally included in the annual financial statements prepared in accordance with U.S. GAAP have been omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in Series J’s annual report on Form 10-K filed with the SEC for the year ended December 31, 2017.

 

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, the Trading Advisors and others when they act, in good faith, in the best interests of Series J. Series J is unable to develop an estimate of the maximum potential amount of future payments that could potentially result from any hypothetical future claim, but expects the risk of having to make any payments under these general business indemnifications to be remote.

WORLD MONITOR TRUST III – SERIES J

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

Note 2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

A.

Basis of Accounting (Continued)

 

Series J accounts for financial assets and liabilities using a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels: quoted market prices in active markets for identical assets and liabilities (Level 1), inputs other than quoted market prices that are observable for the asset or liability, either directly or indirectly (Level 2), and unobservable inputs for the asset or liability (Level 3).

 

Series J considers 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 as of June 30, 2018 or December 31, 2017, 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.

 

June 30, 2018		Level 1				Level 2				Level 3				Total
Assets:
Investment in securities, at fair value		$	766,832			$	0			$	0			$	766,832
December 31, 2017		Level 1				Level 2				Level 3				Total
Assets:
Investment in securities, at fair value		$	163,470			$	0			$	0			$	163,470

 

 

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.

WORLD MONITOR TRUST III – SERIES J

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

 

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 condensed 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.

Interest

 

Interest is recorded on an accrual basis.

 

F.

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 June 30, 2018, 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 June 30, 2018, 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 Second Quarter 2018 and Second Quarter 2017, Year-To-Date 2018 and Year-To-Date 2017, Series J’s did not incur any offering cost.

WORLD MONITOR TRUST III – SERIES J

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

Note 2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

G.

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

 

H.

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. 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.

WORLD MONITOR TRUST III – SERIES J

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

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.

 

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 June 30, 2018 and December 31, 2017 were $14,590 and $12,865 respectively.

 

		Three months ended June 30,								Six months ended June 30,
		2018				2017				2018				2017
Management fees to Managing Owner		$	25,092			$	35,561			$	52,642			$	66,635
Managing Owner interest earned on Certain Investment Funds			3,303				12,163				3,362				22,239
Operating expenses			28,885				21,703				50,366				47,290
General and administrative expenses borne by the Managing Owner and its affiliates			(29,310	)			(15,092	)			(52,922	)			(19,848	)
Total		$	27,970			$	54,335			$	53,448			$	116,316

Note 4.

MANAGING OWNER AND AFFILIATES

 

The Managing Owner is paid a monthly management fee of 1/12^th 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 3) 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 June 30, 2018 and December 31, 2017.

WORLD MONITOR TRUST III – SERIES J

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

Note 4.

MANAGING OWNER AND AFFILIATES (CONTINUED)

 

The objective is to obtain a rate of return for Series J that balances risk and return relative to the historically low yields on short term cash deposits with banks and/or brokerage firms. There is no guarantee that the Managing Owner will be successful in investing the excess cash successfully to obtain a greater yield than available on short term cash deposits with banks and/or brokerage firms. The Managing Owner is paid monthly 1/12^th 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. As of June 30, 2018, the loss carry forward amounted to $0. For the Second Quarter 2018, Second Quarter 2017, Year-To-Date 2018 and Year-To-Date 2017 the Managing Owner’s portion of interest earned on Certain Investment Funds amounted to $3,303, $12,000, $3,362 and $22,000 respectively.

 

Series J paid 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. Investment in affiliated funds and the Clarity agreement have been terminated during the year ended December 31, 2017. For the Second Quarter 2018, Second Quarter 2017, Year-To-Date 2018 and Year-To-Date 2017, the administrative services fee earned indirectly totaled $0, $7,000, $0 and $15,000, respectively. Investments in Affiliated Investment Funds ceased September 30, 2017 as the Registrant transitioned to investing in Galaxy Funds.

 

Note 5.

SERVICE FEES AND SALES COMMISSIONS

 

Series J pays a service fee with respect to Class I Units, monthly in arrears, equal to 1/12^th 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 13^th month after the purchase of a Class I Unit, the CSAs received an ongoing monthly commission equal to 1/12^th of 2% (2% per annum) of the Net Asset Value per Class I Unit as of the beginning of each month of the Class I Units sold by them.

 

The Service Fee – Class I Units (as described below) disclosed on the condensed 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. 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. For the Second Quarter 2018, Second Quarter 2017, Year-To-Date 2018 and Year-To-Date 2017, the total fees paid by Class III Units was $43,060, $59,419, $89,949 and $102,593, of which $21,927, $29,378, $45,966 and $29,378, respectively, was paid as management fees to the Managing Owner.

WORLD MONITOR TRUST III – SERIES J

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

Note 5.

SERVICE FEES AND SALES COMMISSIONS (CONTINUED)

 

For the Second Quarter 2018, Second Quarter 2017, Year-To-Date 2018 and Year-To-Date 2017, the Service Fee – Class I and Class III Units is composed of the following:

 

		Three months ended June 30,								Six months ended June 30,
		2018				2017				2018				2017
Monthly 1/12th of 2% service fee calculated on all Class I and Class III Units		$	31,827			$	22,114			$	66,665			$	57,893
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			(1,084	)			(1,596	)			(2,202	)			(3,250	)
Total		$	30,743			$	20,518			$	64,463			$	54,643

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 Second Quarter 2018, Second Quarter 2017, Year-To-Date 2018 and Year-To-Date 2017, Series J directly paid the Selling Agent sales commission of $6,330, $12,368, $13,353 and $31,625, 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 1/12^th 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 1/12^th 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.

 

Note 6.

ADMINISTRATOR

 

Gemini Hedge Fund Services, LLC (“Gemini” or the “Administrator”), a Nebraska limited liability company, serves as the Administrator of Series J. The Administrator performs or supervises the performance of services necessary for the operation and administration of Series J (other than making investment decisions), including administrative and accounting services. The Administrator also calculates Series J’s Net Asset Value. In addition, the Administrator maintains certain books and records of Series J, including certain books and records required by CFTC Rule 4.23(a).

 

Series J indirectly paid its pro-rata share of administrator fees through its investment in Affiliated Investment Funds. Investment in affiliated funds have been terminated during the year ended December 31, 2017. For the Second Quarter 2018, Second Quarter 2017, Year-To-Date 2018 and Year-To-Date 2017, Series J indirectly paid administrator fees totaling $0 and $18,375, $0, and $36,667, respectively.

 

Series J also pays administrator fees directly to the Administrators. For the Second Quarter 2018, Second Quarter 2017, Year-To-Date 2018 and Year-To-Date 2017, Series J directly paid the Administrator fees of $1,631 and $1,500, $3,131, and $3,000, respectively.

WORLD MONITOR TRUST III – SERIES J

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

Note 7.

INVESTMENT IN 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 Private Funds represents 87.97% and 76.70% of the Net Asset Value of Series J at June 30, 2018 and December 31, 2017, respectively.

 

Investment in affiliated funds have been terminated during the year ended December 31, 2017. Series J records its proportionate share of income or loss in the condensed statements of operations.

 

The following tables summarize the change in net asset value (fair value) of Series J’s investment in Private Funds for the Year-To-Date 2018 and the Year-To-Date 2017:

 

		Net asset value																Net asset value
		December 31, 2017				Purchases				Loss				Redemptions				June 30, 2018
Investment in Private Funds		$	4,736,849			$	0			$	(70,883	)		$	0			$	4,665,966
		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

 

The Private Funds are redeemable weekly and require a redemption notice of 2 days. Series J may make additional contributions to or redemptions from the Private Funds on a standard allocation date. The Private Funds engage in trading commodity futures including agricultural, currency, energy, interest rates and stock indices among other types, foreign currency forward contracts and options on futures contracts. Series J records its proportionate share of income or loss in the statements of operations

 

The following table sets out the total capital contribution and Investment Level split between net asset value:

 

		Total capital contribution June 30, 2018				Total Investment Level June 30, 2018
ADG Systematic Macro Feeder Fund (530) LLC			1,595,759				1,595,759
Fort Contrarian Feeder Fund (510) LLC			1,192,012				2,384,024
QIM Feeder Fund (526) LLC			1,878,195				3,756,390
Total		$	4,665,966			$	7,736,173

WORLD MONITOR TRUST III – SERIES J

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

Note 8.

TRUSTEE

 

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

 

Note 9.

COSTS, FEES AND EXPENSES

 

A.

Operating Expenses

 

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

 

B.

Commissions

 

Series J, indirectly through the commodity trading activity of the Registrant Trading Investments, is obligated to pay all floor brokerage expenses, give-up charges and NFA clearing and exchange fees. These activities are reflected within the respective net asset value of each of the Registrant Trading Investments.

 

Note 10.

DERIVATIVE INSTRUMENTS AND ASSOCIATED RISKS

 

No derivative instruments were directly held by Series J as of June 30, 2018 and December 31, 2017. Derivative trading activity is conducted within the Registrants Trading Investments. Series J’s investment in Registrants Trading Investments is subject to the market and credit risks of the futures contracts, options on futures contracts, forward currency contracts and other financial instruments held or sold short by them. Series J bears the risk of loss only to the extent of the capital commitment of its investment and, in certain specific circumstances, distributions and redemptions received.

 

Series J is exposed to various types of risks associated with the derivative instruments and related markets in which it indirectly invests through its investment in Registrants Trading Investments. These risks include, but are not limited to, risk of loss from fluctuations in the value of derivative instruments held (market risk) and the inability of counterparties to perform under the terms of Series J’s investment activities (credit risk), including investment in Registrants Trading Investments.

 

The Managing Owner has established due diligence procedures to actively monitor market risk and minimize credit risk, although there can be no assurance that it will, in fact, succeed in doing so. The Unitholders bear the risk of loss only to the extent of the market value of their respective investment in Series J and, in certain specific circumstances, distributions and redemptions received.

 

Market Risk

 

Market risk is influenced by a wide variety of factors, including government programs and policies, political and economic events, the level and volatility of interest rates, foreign currency exchange rates, the diversification effect among the derivative instruments, the liquidity and inherent volatility of the markets in which Series J indirectly invests through its ownership in Registrants Trading Investments.

 

Credit Risk

 

The Managing Owner attempts to minimize both credit and market risks by Series J and its Registrant Trading Investments. The Managing Owner monitors the credit risk of the Registrant Trading Investments as part of the due diligence process but does not have direct control over the selection of counterparties and credit risk of the Registrant Trading Investments.

WORLD MONITOR TRUST III – SERIES J

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

 

Note 11.

FINANCIAL HIGHLIGHTS

 

The following information presents per Unit operating performance data and other supplemental data for the the Second Quarter 2018, Second Quarter 2017, Year-To-Date 2018 and Year-To-Date 2017. This information has been derived from information presented in the condensed financial statements:

 

		Class I								Class II								Class III
		Three				Six				Three				Six				Three				Six
		months				months				months				months				months				months
		ended				ended				ended				ended				ended				ended
		June 30, 2018								June 30, 2018								June 30, 2018
Per Unit Performance
(for a Unit outstanding throughout the entire period)
Net Asset Value per Unit at beginning of period		$	63.04			$	67.18			$	77.26			$	81.96			$	86.49			$	92.10
Gain (Loss) from operations:
Net realized and change in unrealized gain (loss) (1)			2.35				(0.61	)			2.87				(0.74	)			3.21				(0.84	)
Dividend income (1)			0.07				0.08				0.09				0.10				0.10				0.11
Expenses (1),(4)			(1.56	)			(2.75	)			(1.55	)			(2.65	)			(1.84	)			(3.41	)
Total loss from operations			0.86				(3.28	)			1.41				(3.29	)			1.47				(4.14	)
Net Asset Value per Unit at end of period		$	63.90			$	63.90			$	78.67			$	78.67			$	87.96			$	87.96
Total Return (3),(4)			1.36	%			(4.88	)%			1.83	%			(4.01	)%			1.70	%			(4.50	)%
Supplemental data
Ratios to average Net Asset Value:
Net investment loss (2),(4)			(9.38	)%			(8.31	)%			(7.50	)%			(6.47	)%			(7.99	)%			(8.86	)%
Dividend income (4)			0.46	%			0.25	%			0.45	%			0.26	%			0.46	%			0.30	%
Other expenses (4)			9.84	%			8.56	%			7.95	%			6.73	%			8.45	%			9.16	%
Total expenses			9.84	%			8.56	%			7.95	%			6.73	%			8.45	%			9.16	%

 

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

(1)

Dividend income and expenses per Unit are calculated by dividing dividend income and other expenses applicable to each Class by the weighted average number of Units of each Class outstanding during the period. Net realized and change in unrealized loss is a balancing amount necessary to reconcile the change in Net Asset Value per Unit of each Class with the other per Unit information.

 

(2)

Represents dividend income less total expenses. This excludes Series J’s proportionate share of income and expenses from investment in Registrants Trading Investments Funds.

 

(3)

Not Annualized.

 

(4)

Net of Class III’s portion of general and administrative expenses borne by the Managing Owner and affiliates.

WORLD MONITOR TRUST III – SERIES J

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

 

Note 11.

FINANCIAL HIGHLIGHTS (CONTINUED)

 

		Class I								Class II								Class III
		Three				Six				Three				Six				Three				Six
		months				months				months				months				months				months
		ended				ended				ended				ended				ended				ended
		June 30, 2017								June 30, 2017								June 30, 2017
Per Unit Performance
(for a Unit outstanding throughout the entire period)
Net Asset Value per Unit at beginning of period		$	74.01			$	74.05			$	89.04			$	88.67			$	102.14			$	100.00
Gain (Loss) from operations:
Net realized and change in unrealized gain (loss) (1)			(3.61	)			(2.20	)			(4.49	)			(2.95	)			(5.10	)			(1.64	)
Dividend income (1)			0.08				0.15				0.10				0.18				0.12				0.16
Expenses (1),(4)			(1.40	)			(2.92	)			(1.15	)			(2.40	)			(2.10	)			(3.46	)
Total gain (loss) from operations			(4.93	)			(4.97	)			(5.54	)			(5.17	)			(7.08	)			(4.94	)
Net Asset Value per Unit at end of period		$	69.08			$	69.08			$	83.50			$	83.50			$	95.06			$	95.06
Total Return (3),(4)			(6.66	)%			(6.71	)%			(6.22	)%			(5.83	)%			(6.93	)%			(4.94	)%
Supplemental data
Ratios to average Net Asset Value:
Net investment loss (2),(4)			(7.16	)%			(7.50	)%			(4.78	)%			(5.03	)%			(7.88	)%			(7.81	)%
Dividend income (4)			0.46	%			0.40	%			0.47	%			0.40	%			0.47	%			0.39	%
Other expenses (4)			7.62	%			7.90	%			5.24	%			5.43	%			8.35	%			8.20	%
Total expenses			7.62	%			7.90	%			5.24	%			5.43	%			8.35	%			8.20	%

 

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

 

(1)

Dividend income and expenses per Unit are calculated by dividing dividend income and other expenses applicable to each Class by the weighted average number of Units of each Class outstanding during the period. Net realized and change in unrealized loss is a balancing amount necessary to reconcile the change in Net Asset Value per Unit of each Class with the other per Unit information.

 

(2)

Represents dividend income less total expenses. This excludes Series J’s proportionate share of income and expenses from investment in Registrants Trading Investments Funds.

 

(3)

Not Annualized.

 

(4)

Net of Class III’s portion of general and administrative expenses borne by the Managing Owner and affiliates.

 

Note 12.

SUBSEQUENT EVENTS

 

From July 1, 2018 through August 15, 2018, there were estimated redemptions of $74,777.

Item 2.

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

 

This report on Form 10-Q (the “Report”) for the quarter ending June 30, 2018 (“Second Quarter 2018”) includes forward-looking statements that reflect the current expectations of Kenmar Preferred Investments, LLC, the Managing Owner of World Monitor Trust III – Series J (the “Registrant”), about the future results, performance, prospects and opportunities of the Registrant. The Managing Owner has tried to identify these forward-looking statements by using words such as “may”, “will”, “expect”, “anticipate”, “believe”, “intend”, “should” and “estimate”, or the negative of those terms or similar expressions. These forward-looking statements are based on information currently available to the Managing Owner and are subject to a number of risks, uncertainties and other factors, both known, such as those described in this Report, and unknown, that could cause the Registrant’s actual results, performance, prospects or opportunities to differ materially from those expressed in, or implied by, these forward-looking statements.

 

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

 

Introduction

 

General

 

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

 

The Trust’s Units were initially offered in four (4) separate and distinct Series: Series G, Series H, Series I and Series J (the “Registrant”). The Trust may issue additional Series of Units in the future. Each Series will continue to exist until terminated pursuant to the provisions of Article XIII of the Fifth Amended and Restated Declaration of Trust and Trust Agreement (the “Trust Agreement”). Each Series offers Units in two classes (each, a “Class”) – Class I and Class II. Class I Units pay a service fee. Class II Units may only be offered to investors who are represented by approved correspondent selling agents who are directly compensated by the investor for services rendered in connection with an investment in the Trust (such arrangements commonly referred to as “wrap-accounts”) (see Note 5 of the condensed financial statements). Please see (The Offering) section below for Class III units issued on February 1, 2017.

 

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 September 30, 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

 

Kenmar Preferred Investments, LLC (“Kenmar Preferred” or the “Managing Owner”), 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 (which terminated September 30, 2017) 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.

The Offering

 

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

 

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

 

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. Class III Units pay a service fee which is deducted from the management fee payable to the Managing Owner.

 

The Trading Advisors and the Trading Vehicles

 

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 June 30, 2018, the Registrants investments were approximately 88% 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

 

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.

 

Trading Advisors’ Fees

 

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.

 

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%

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

 

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

 

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

Brokerage Commissions and Fees

 

The Registrant indirectly pays to the clearing brokers all brokerage commissions, including applicable exchange fees, National Futures Association (“NFA”) fees, give-up fees, pit brokerage fees and other transaction related fees and expenses charged in connection with the Registrant’s trading activities. These activities are charged indirectly through the Registrant’s Trading Investments and are reflected within the respective net asset values of each of the Registrants 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 of each Trading Advisor, the types of instruments traded, transaction sizes, degree of leverage employed and transaction rates in effect from time to time.

 

Routine Operational, Administrative and Other Ordinary Expenses

 

The Registrant pays directly or indirectly all of its routine operational, administrative and other ordinary expenses, including, but not limited to, (i) legal, bookkeeping, accounting, custodial, administration (including, without limitation, the costs and expenses of the Administrator), auditing, tax preparation charges and related charges of the Registrant (including reimbursement of the Managing Owner on a reasonable time-spent basis, for certain legal, accounting, administrative and registrar and transfer agent work performed by certain of the Managing Owner’s personnel for and on behalf of the Registrant), as well as printing and other related expenses, (ii) investment related expenses, including, but not limited to brokerage commissions, “bid-ask” spreads, mark-ups, margin interest and other transactional charges and clearing fees, as well as banking, sales and purchase commissions and charges and exchange fees, fees and charges of other custodians and clearing agencies, interest and commitment fees on loans and debit balances, income taxes, withholding taxes, transfer taxes and other governmental charges and duties, and other transactional charges and clearing fees incurred by the Trading Advisor on behalf of the Registrant, the Registrant’s pro rata share of the expenses of any Registrants Trading Investments into which it invests, and any due diligence expenses incurred in selecting and monitoring the Trading Advisor and any 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.

 

Expense Cap

 

Routine operational, administrative and other ordinary expenses, other than the Managing Owner’s management fee, the fees to be paid to the Registrant’s Trading Advisor(s), Brokerage Commissions and extraordinary fees and expenses, are limited to 1.50% of average Net Asset Value per annum for Class III Units. In the event fees and expenses for such items exceed such amount, the Managing Owner will pay such amounts.

 

Competition

 

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

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

 

Employees

 

The Registrant has no employees. Management and administrative services for the Registrant are performed by the Managing Owner or First 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 to the Registrant’s Form 10-K for the fiscal year ended December 31, 2017.

 

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 June 30, 2018, is set forth under Items 2 and 3 herein.

 

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.

 

Critical Accounting Policies

 

General

 

Preparation of the condensed 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 condensed financial statements. Actual results may differ from the estimates used.

 

The Managing Owner has evaluated the Registrant’s condensed 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 to the Registrant’s Form 10-K for the fiscal year ended December 31, 2017.

 

The Registrant records all investments at fair value in its condensed financial statements, with changes in fair value reported in the condensed statements of operations. Generally, fair values are based on quoted market prices; however, in certain circumstances, significant judgments and estimates are involved in determining fair value in the absence of an active market closing price. 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.

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 as of June 30, 2018, $766,832 or 14.46% of the Net Asset Value were classified as Level 1. Generally, the fair value of the Registrant’s investment in the Trading Investments represents the amount that the Registrant could reasonably expect to receive from the Registrants Trading Investments 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.

 

The Registrant invest a portion of the excess cash balances not required for funding the Registrant Trading Investments 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 balances were held at US Bancorp Fund Services, LLC as transfer agent for DoubleLine Funds, at June 30, 2018 and December 31, 2017. 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 1/12^th of 50% of the first 1% of the positive returns earned on the Registrant’s investments in Certain Investment Funds. The calculation is based on the Registrant’s average annualized Net Asset Value, and any losses related to returns on the Certain Investment Funds must first be recovered through subsequent positive returns prior to the Managing Owner receiving a payment. After the calculation of the amount payable to the Managing Owner, the Registrant will be credited with all additional positive returns (or 100% of any losses) on the Registrant’s investment in Certain Investment Funds. If, at the end of any calendar year, a loss has been incurred on the returns for the Certain Investment Funds, then the loss carry forward will reset to zero for the next calendar year with regards to the calculation of the Managing Owner’s portion of the Certain Investment Fund’s income.

 

Liquidity and Capital Resources

 

The Registrant commenced operations on December 1, 2005 with gross proceeds of $31,024,443 allocated to commodities trading. Additional contributions raised through the continuous offering of limited units (“Limited Units”) and general units (“General Units” or “Managing Owner Units” and, together with the Limited Units, “Units”) of beneficial ownership in the Registrant for the period from December 1, 2005 (commencement of operations) to June 30, 2018 resulted in additional gross proceeds to the Registrant of $195,857,057.

 

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

 

Subscriptions and Redemptions

 

Second Quarter 2018

 

Subscriptions of Limited Units for the Second Quarter were $0. Redemptions of Limited Units for the Second Quarter 2018 were $579,999.

Second Quarter 2017

 

Subscriptions of Limited Units for the Second Quarter were $0. Redemptions of Limited Units for the Second Quarter 2017 were $3,720,309.

 

Liquidity

 

A portion of the Registrant’s net assets is held in cash, which not required to fund the Registrant Trading Investments.

 

Commodity contracts exposed to indirectly through its investment in Registrant 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 its investment in Registrant Trading Investments, to commodity futures positions.

 

Since the Registrant’s business is to trade futures, forward and option contracts through its investment in Registrant 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. The Managing Owner attempts to minimize these risks by requiring the Registrant and the Trading Advisors to abide by various trading limitations and policies, which include limiting margin amounts, trading only in liquid markets and permitting the use of stop loss provisions. See Note 10 of the Registrant’s 2017 Annual Report for a further discussion on the credit and market risks associated with the Registrant’s futures, forwards and option contracts held indirectly through its investment in Registrant 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.

 

Market Overview

 

Following is a market overview for the Second Quarter 2018 and the Second Quarter 2017:

 

Second Quarter 2018

 

Price action during the second quarter of 2018 was influenced largely by geopolitical tensions and worries of a global trade war and its impact on growth in the U.S. and abroad.

 

The S&P 500 ended the quarter with gains despite a June sell-off that was sparked by President Trump’s escalation of trade war fears when he announced significant tariffs on Chinese goods. Up until then, the index had displayed generally positive momentum as rising oil prices lifted shares of energy companies and as a relatively strong earnings season lifted shares overall. In other U.S. indices, the Nasdaq and Russell 2000 both marked new highs in January but ended off those levels as U.S.-China trade relations deteriorated. In European equity markets, prices generally rallied during the 1st half of the quarter only to retreat as the U.S. said it would begin levying tariffs on imports of steel and aluminum from the EU; the announcement of the end of the ECB’s stimulus program further weighed on European equities. In Asia, the Hang Seng ended the quarter lower as trade tensions and a slowing economy weighed on the Chinese index.

 

The path of global bond market prices diverged during the 2nd quarter as the U.S. Federal Reserve lifted rates while its counterparts in Europe, England and Japan stayed the course. In May, on the back of historically low unemployment and signs of a strengthening economy, the Federal Reserve raised interest rates by a quarter point and signaled that two more increases were likely in 2018. Treasury prices were also lifted on safe-haven buying in the face of increasing geopolitical tensions. Conversely, as the ECB announced the end of its stimulus program, it simultaneously reiterated a dovish message on future rate increases noting that rates were expected to stay at record lows until 3rdQ’19. In England, expectations for an imminent rate increase dissipated with the release of disappointing economic data and a decline in inflationary readings. In Asia, the Bank of Japan remained firmly in an accommodative mode. Because of this divergence, the U.S. dollar showed strength throughout the quarter against both developed and emerging currencies.

In commodity markets, crude oil prices ended the quarter higher. Early on, prices rallied to 4-year highs as investors feared supply would be threatened due to President Trump’s decision to withdraw from the Iran nuclear deal and reimpose sanctions; a drop in Venezuelan exports also weighed on prices. Thereafter, news that OPEC nations and Russia would increase supply calmed markets. In metals, a strengthening dollar weighed on gold with prices closing the quarter at lows. Copper ended the month almost unchanged as early supply worries dissipated.

 

Second Quarter 2017

 

Investor optimism lifted global stock indices during the 2nd quarter. In the U.S., major benchmark indices touched all-time highs while the VIX hovered at multi-decade lows. During the quarter, investors set-aside worries over the U.K. and French elections, rising North Korean tensions and Washington dysfunction and focused instead on U.S. labor market strength and stronger corporate earnings. German and French stock indices also rallied on an improving economic outlook in the common area while in Britain the FTSE fell from all-time highs to end the quarter lower. In Asia, stronger economic readings and a weaker Japanese yen lifted the Nikkei.

 

In global interest rate markets, prices of U.S. rates ended the quarter higher on safe haven buying and worries over the pace of future interest rate hikes in the wake of weaker-than-anticipated economic readings. In Europe, German bund prices vacillated within broad ranges to end the quarter lower while in the UK, gilt prices generally moved higher until late-June when the markets were cautioned that the BOE might raise interest rates to stem accelerating inflation despite a weakening economy. In Japan, JGB prices ended the period unchanged.

 

The U.S. dollar extended its first quarter slump, ending the 2nd quarter lower as investors grappled with both political and economic uncertainties. Conversely, the euro moved sharply higher during the three-month period on strong economic readings and signals from Draghi that the ECB may be closer to tapering than the market anticipated. The British pound ended the quarter higher against the greenback despite signs that the fallout from the Brexit decision had begun to weigh on the economic outlook. Conversely, the British pound lost ground versus the euro as the improving economic condition in Europe contrasted with weaker data out of the UK. In other markets, the Mexican peso rallied throughout the quarter on speculation that the U.S. would not renegotiate NAFTA while the Japanese yen kept within a trading range.

 

In commodity markets, crude prices ended the 2nd quarter lower as OPEC production curbs failed to dent stubbornly high stockpiles; expectations for expanding supply in the U.S. and Libya exacerbated the slide. In precious metals, gold traded within a wide range, rising on safe-haven buying around North Korean tensions and political uncertainly in the UK and U.S. and falling as investors’ expectations for further Federal Reserve rate hikes increased. Ultimately prices of the yellow metal were lower at quarter-end. In the PGM complex, palladium prices marked 16-year highs during the 2nd quarter as European consumers shifted from diesel to gasoline engines. Palladium is used in catalytic converters to reduce auto emissions and is more commonly found in gasoline engines. In industrial metals, copper ended the quarter higher on rising Chinese demand. In grain markets, soybean prices ended the quarter lower while wheat prices ended the quarter sharply higher as dry weather threatened the Spring crop. In tropical markets, cocoa and sugar prices ended the period lower on ample supply. Live cattle prices rallied on rising domestic and global beef demand.

 

Sector Performance

 

Due to the nature of the Registrant’s indirect trading activities, a period-to-period comparison of its trading results is not meaningful. However, set forth below are the following:

 

(a) the major sectors to which the Registrant’s assets were allocated indirectly as of the Second Quarter 2018 and the Second Quarter 2017, measured as a percentage of the “gross speculator margin” (i.e., the minimum amount of cash or marginable securities a speculator must post when buying or selling futures assets); and

 

(b) a discussion of the Registrant’s trading results for the major sectors in which the Registrant traded indirectly for the Second Quarter 2018 and the Second Quarter 2017.

Second Quarter 2018

 

Trading results for the major sectors in which the Registrant traded indirectly for the First Quarter 2018 were as follows:

 

Currencies: (+) The Registrant experienced gains in currencies as profits in May and June erased April losses. Largest individual currency gains were posted in the Swedish krone; smaller gains accrued in the Swiss franc, euro and a handful of emerging currencies. The quarter’s largest losses were seen in the Japanese yen, Turkish lira and Mexican peso.

 

Interest Rates: (+) The Registrant experienced profits in global interest rates as gains in April and May erased June losses. Largest individual market gains were posted in German rates, notably the bund and bobl; positions in the U.S. and Australian 10-year notes were unprofitable.

 

Indices: (+) The Registrant experienced gains in global stock indices as profitable exposures in April and June were sufficient to erase May losses. Overall, gains were largest in the U.S. markets as profits were seen across the major indices. Also profitable were positions in the Hang Seng. The quarter’s largest losses were realized on position in the EuroStoxx 50 and DAX indices.

 

Energies: (+) The Registrant realized gains in energies due to profitable position in May and June. Largest gains were posted in crude oil markets. The quarter’s losses were confined to positions in natural gas.

 

Metals: (-) The Registrant realized losses in metals as profits realized in copper were erased by losses in gold and silver.

 

Second Quarter 2017

 

As of June 30, 2017, the allocation of the Registrant’s assets, through its investment in Affiliated Investment Funds, to major sectors was as follows:

 

Sector		Allocation
Meats			0.24	%
Currencies			0.47	%
Energies			10.91	%
Grains			3.97	%
Indices			16.51	%
Interest Rates			66.12	%
Metals			1.74	%
Tropicals			0.04	%
TOTAL			100.00	%

 

Trading results for the major sectors in which the Registrant traded indirectly for the Second Quarter 2017 were as follows:

 

Currencies: (-) The Registrant experienced losses in all three months of the quarter, particularly in April as the U.S. dollar sank while the euro and British pound rallied. Overall, the quarter’s largest losses were in the Canadian dollar and euro; largest gains were in the Mexican peso.

 

Interest Rates: (-) The Registrant experienced losses as profits in April and May were erased in June as global bond prices turned lower. In June, largest losses accumulated in European markets as the ECB ruled out further interest rate cuts suggesting its stimulus program was coming to an end. For the quarter, positions in the JGB and U.S. markets were profitable while positions in European markets were negative.

 

Indices: (+) The Registrant experienced gains as profits in April and May were sufficient to cover June losses. Overall, profits were widespread across global markets with largest gains seen in U.S. stock indices as prices rallied during the quarter. Trading in European stock indices was also profitable.

Energies: (+) The Registrant realized gains in energies as profits realized in June were sufficient to erase losses posted earlier in the quarter. Overall, largest gains were registered in crude oil as prices fell during the quarter.

 

Metals: (-) The Registrant realized losses in industrial and precious metals. For the quarter, losses were largest in the precious complex and were concentrated in silver and gold.

 

Grains: (-) The Registrant realized losses in grains, notably in June as prices of wheat rallied sharply on drought conditions in major growing areas. For the quarter overall, losses were seen across all markets except for cotton and soybean meal.

 

Tropicals: (+) The Registrant realized profits due to positions in coffee and sugar where gains were realized in all three months of the quarter. Small losses were posted in cocoa.

 

Meats: (+) The Registrant realized a small gain in cattle as prices rallied on growing demand.

 

Results of Operations

 

Second Quarter 2018

 

The Net Asset Value per Unit of Class I as of June 30, 2018 was $63.90, a decrease of $3.28 from the December 31, 2017 Net Asset Value of $67.18.

 

The Net Asset Value per Unit of Class II as of June 30, 2018 was $78.67, a decrease of $3.29 from the December 31, 2017 Net Asset Value of $81.96.

 

The Net Asset Value per Unit of Class III as of June 30, 2018 was $87.96, a decrease of $4.14 from the December 31, 2017 Net Asset Value of $92.10.

 

The Registrant’s average net asset level for the Year-To-Date 2018 was approximately $5,617,000, a decrease of approximately $4,128,000 as compared to the Year-To-Date 2017, primarily due to the effect of investor redemptions and negative trading performance.

 

The Registrant’s performance for Class I, Class II and Class III for the Year-To-Date 2018 was (4.88) %, (4.01) % and (4.50)%, respectively. The Registrant’s performance for Class I, Class II and Class III for the Second Quarter 2018 was 1.36%, 1.83% and 1.70%, respectively. Performance includes the percentage change in the Registrant’s Net Asset Value excluding the effect of any subscriptions and redemptions and includes the percentage impact of investment gains/(losses) less any commissions and related fees and expenses. Past performance is not necessarily indicative of future results.

 

The Registrant’s total loss from its investment in securities for the Year-To-Date 2018 was approximately $4,000, as compared to the Year-To-Date 2017 was approximately $7,000.

 

The Registrant’s total loss from its investment in Private Funds for the Second Quarter 2018 was approximately $201,000.

 

Dividend income for the Second Quarter 2018 was approximately $6,000, a decrease of approximately $4,000, as compared to the Second Quarter 2017.

 

Management fees to the Managing Owner for the Year-To-Date 2018 were approximately $53,000, an decrease of approximately $14,000 as compared to the Year-To-Date 2017.

 

Service fees for the Year-To-Date 2018 were approximately $64,000, a decrease of approximately $42,000 as compared to the Second Quarter 2017.

 

Sales commissions for the Year-To-Date 2018 were approximately $13,000, a decrease of approximately $19,000 as compared to the Year-To-Date 2017, primarily due to the decrease in the average net asset level discussed above.

 

Managing Owner interest earned on Certain Investment Funds for the Year-To-Date 2018 was approximately $3,000, a decrease of approximately $19,000, as compared to the Year-To-Date 2017.

Operating expenses were approximately $144,000 for the Year-To-Date 2018, a decrease of approximately $12,000, as compared to the Year-To-Date 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 Member and affiliates for the Year-To-Date 2018 was approximately $53,000, an increase of approximately $33,000, as compared to the Year-To-Date 2017.

 

Offering costs were $0 for the Year-To-Date 2018.

 

Second Quarter 2017

 

The Net Asset Value per Unit of Class I as of June 30, 2017 was $69.08, a decrease of $4.97 from the December 31, 2016 Net Asset Value of $74.05.

 

The Net Asset Value per Unit of Class II as of June 30, 2017 was $83.50, a decrease of $5.17 from the December 31, 2016 Net Asset Value of $88.67.

 

The Net Asset Value per Unit of Class III as of June 30, 2017 was $95.06, a decrease of $4.94 from its original subscription on February 1, 2017.

 

The following table discloses each Trading Advisor’s contribution to the Net Asset Values of Class I and Class II for the Year-To-Date 2017, as well as the allocation of the Registrant’s assets to each Trading Advisor as of June 30, 2017. The table is based on the effect of a Unitholder that held Units for the Year-To-Date 2017, 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						WMT III Series J - Class III						Allocation of Assets as of June 30, 2017
Beginning UNAV			74.05			Beginning UNAV			88.67			Beginning UNAV			100.00
CTA Choice FRT			(0.76	)		CTA Choice FRT			(0.93	)		CTA Choice FRT			(0.03	)			33.49	%
CTA Choice ISAT			(0.03	)		CTA Choice ISAT			(0.03	)		CTA Choice ISAT			(0.04	)			9.11	%
CTA Choice KEY			(2.04	)		CTA Choice KEY			(2.47	)		CTA Choice KEY			(1.65	)			57.40	%
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	%
Net Expenses			(2.47	)		Net Expenses			(2.13	)		Net Expenses			(3.22	)
ENDING UNAV			69.08			ENDING UNAV			83.50			ENDING UNAV			95.06				100.00	%

 

The Registrant’s average net asset level for the Year-To-Date 2017 was approximately $9,745,000, a decrease of approximately $955,000 as compared to the Year-To-Date 2016, primarily due to the effect of investor redemptions and negative trading performance.

 

The Registrant’s performance for Class I, Class II and Class III for the Year-To-Date 2017 was (6.71) %, (5.83) % and (4.94)%, respectively. The Registrant’s performance for Class I, Class II and Class III for the Second Quarter 2017 was (6.66) %, (6.22) %, and (6.93) % 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-To-Date 2017 was approximately $7,000.

 

The Registrant’s total loss from its investment in Affiliated Investment Funds for the Year-To-Date 2017 was approximately $83,000.

 

Dividend income for the Year-To-Date 2017 was approximately $18,000, a decrease of approximately $9,000, as compared to the Year-To-Date 2016.

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-To-Date 2017 were approximately $84,000, an increase of approximately $36,000, as compared to the Year-To-Date 2016.

 

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-To-Date 2017 were approximately $77,000, a decrease of approximately $20,000 as compared to the Year-Tod-Date 2016, primarily due to the decrease in the average net asset level discussed above.

 

Management fees to the Managing Owner for the Year-To-Date 2017 were approximately $67,000, an increase of approximately $40,000 as compared to the Year-To-Date 2016, primarily due to the addition of Class III units.

 

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-To-Date 2017 were approximately $1,000.

 

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-To-Date 2017 was approximately 15,000, a decrease of approximately $1,000 as compared to the Year-To-Date 2016.

 

Service fees for the Year-To-Date 2017 were approximately $106,000, an increase of approximately $11,000 as compared to the Second Quarter 2016, primarily due to the addition of Class III units.

 

Sales commissions for the Year-To-Date 2017 were approximately $32,000, a decrease of approximately $22,000 as compared to the Year-To-Date 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-To-Date 2017 was approximately $22,000, a decrease of approximately $5,000, as compared to the Year-To-Date 2016.

 

Operating expenses were approximately $156,000 for the Year-To-Date 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.

 

Offering costs were $0 for the Year-To-Date 2017.

 

Inflation

 

Inflation has had no material impact on the operations or on the financial condition of the Registrant from inception through June 30, 2018.

 

Off-Balance Sheet Arrangements and Contractual Obligations

 

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 for the year ended December 31, 2017.

Item 3.

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 in a wide range of different markets. Consequently, it is not possible to predict how a particular futures market scenario will affect performance, and the Registrant’s past performance is not necessarily indicative of its future results.

 

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

 

Standard of Materiality

 

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

 

Quantifying the Registrant’s Trading Value at Risk

 

Quantitative Forward-Looking Statements

 

The following quantitative disclosures regarding the Registrant’s market risk exposures contain “forward-looking statements” within the meaning of the safe harbor from civil liability provided for such statements by the Private Securities Litigation Reform Act of 1995 (set forth in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)).

 

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

 

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

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

 

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

 

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 Private Funds at June 30, 2018. All open position trading risk exposures of the Registrant have been included in calculating the figure set forth below. At June 30, 2018 and December 31, 2017, the Registrant had total capitalizations of approximately $6 million and $6 million, respectively.

 

		June 30, 2018								December 31, 2017
						% of Total								% of Total
Fund		Value at Risk				Capitalization				Value at Risk				Capitalization
ADG Systematic Macro Feeder Fund (530) LLC		$	57564				3.8	%		$	33,459				2.2	%
Fort Contrarian Feeder Fund (510) LLC			32,852				4.1	%			31,380				3.7	%
QIM Feeder Fund (526) LLC			120,476				12.7	%			56,582				8.0	%
		$	210,892				20.6	%		$	121,421				13.9	%

 

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 at June 30, 2018, the Registrant experienced a net increase in its value at risk, relative to capitalization levels, as compared with the trading value at risk at December 31, 2017.

Qualitative Disclosures Regarding Means of Managing Risk Exposure

 

The means by which the Managing Owner and the Trading Advisors through 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.

 

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.

 

Item 4.

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 (who, in these capacities, function as the Principal Executive Officers of the Registrant), as appropriate to allow for timely decisions regarding required disclosure.

 

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

 

The Managing Owner’s management, under the supervision and with the participation of certain officers of the Managing Owner (including the Managing Owner’s President has evaluated the effectiveness of the Registrant’s disclosure controls and procedures during the First Quarter 2018. Based upon such evaluation, the Managing Owner’s President has concluded that, as of June 30, 2018, the Registrant’s disclosure controls and procedures were effective.

 

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 third Quarter 2017 that have materially affected, or are reasonably likely to materially affect, the Registrant’s internal control over financial reporting.

PART II – OTHER INFORMATION

 

Item 1.

Legal Proceedings

 

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

 

Item 1.A.

Risk Factors

 

There have been no changes from risk factors as previously disclosed in the Registrant’s Form 10-K for the fiscal year ended December 31, 2017.

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

 

The following table presents sales of unregistered interests (i.e., Managing Owner interests) exempt from registration under Section 4(2) of the Securities Act of 1933 during the period from September 28, 2004 (inception) through June 30, 2018.

 

		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 June 30, 2018, there were 500 holders of record owning 69,738.6012 Units, which include 0 Managing Owner Units.

 

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 June 30, 2018.

Item 3.

Defaults Upon Senior Securities

 

None

 

Item 4.

Mine Safety Disclosures

 

Not Applicable

 

Item 5.

Other Information

 

None

 

Item 6.	Exhibits:
3.1	Fifth Amended and Restated Declaration of Trust Agreement of World Monitor Trust III dated June 30, 2010 (incorporated by reference to Exhibit 13.1 to the Registrant’s annual report on Form 10-K for the year ended December 31, 2009)
4.2	Subscription Requirements (annexed to the Prospectus as Exhibit B and incorporated by reference to Exhibit 4.2 to the Trust’s Post-Effective Amendment No. 3 on S-1 Registration Statement, File No. 333-119612, filed with the Commission on April 25, 2006)
4.3	Subscription instructions, Form of Subscription Agreement and Power of Attorney (annexed to the Prospectus as Exhibit C and incorporated by reference to Exhibit 4.3 to the Trust’s Post-Effective Amendment No. 3 on S-1 Registration Statement, File No. 333-119612, filed with the Commission on April 25, 2006)
4.4	Form of Privacy Notices of the Managing Owner dated December 2010 (incorporated by reference to Exhibit 4.4 to the Registrant’s annual report on Form 10-K for the year ended December 31, 2010)
10.1	Form of Subscription Escrow Agreement (incorporated by reference to Exhibit 10.1 to the Trust’s Pre-Effective Amendment No. 2 on S-1 Registration Statement, File No. 333-119612, filed with the Commission on March 14, 2005)
10.2	Form of Advisory Agreement among WMT III Series G/J Trading Vehicle LLC, the Managing Owner and Graham Capital Management, L.P. (incorporated by reference to Exhibit 10.2 to the Trust’s Pre-Effective Amendment No. 2 on S-1 Registration Statement, File No. 333-119612, filed with the Commission on March 14, 2005)
10.3	Form of Advisory Agreement among World Monitor Trust III – Series J, the Managing Owner and Eagle Trading Systems Inc. (incorporated by reference to Exhibit 10.3 to the Trust’s Post-Effective Amendment No. 6 to Form S-1 Registration Statement, File No. 333-119612, filed with the Commission on April 10, 2007)
10.4	Form of Advisory Agreement among World Monitor Trust III – Series J, the Managing Owner and Ortus Capital Management (Cayman) Limited (incorporated by reference to Exhibit 10.4 to the Trust’s Post-Effective Amendment No. 8 to Form S-1 Registration Statement, File No. 333-119612, filed with the Commission on April 25, 2007)
10.5	Form of Customer Agreement between the WMT III Series G/J Trading Vehicle LLC and UBS Securities LLC (incorporated by reference to Exhibit 10.5 to the Trust’s Pre-Effective Amendment No. 2 on S-1 Registration Statement, File No. 333-119612, filed with the Commission on March 14, 2005)
10.6	Form of Customer Agreement between the World Monitor Trust III – Series J and UBS Securities LLC (incorporated by reference to Exhibit 10.6 to the Trust’s Post-Effective Amendment No. 6 to Form S-1 Registration Statement, File No. 333-119612, filed with the Commission on April 10, 2007)

10.7	Form of FX Prime Brokerage Agreement between UBS AG and WMT III Series G/J Trading Vehicle LLC (incorporated by reference to Exhibit 10.7 to the Trust’s Post-Effective Amendment No. 6 to Form S-1 Registration Statement, File No. 333-119612, filed with the Commission on April 10, 2007)
10.8	Form of ISDA Master Agreement between UBS AG and WMT III Series G/J Trading Vehicle LLC, Schedule to ISDA Master Agreement and Credit Support Annex to Schedule (incorporated by reference to Exhibit 10.8 to the Trust’s Post-Effective Amendment No. 6 to Form S-1 Registration Statement, File No. 333-119612, filed with the Commission on April 10, 2007)
10.9	Form of FX Prime Brokerage Agreement between UBS AG and World Monitor Trust III – Series J (incorporated by reference to Exhibit 10.9 to the Trust’s Post-Effective Amendment No. 8 to Form S-1 Registration Statement, File No. 333-119612, filed with the Commission on April 25, 2007)
10.10	Form of ISDA Master Agreement between UBS AG and World Monitor Trust III – Series J, Schedule to ISDA Master Agreement and Credit Support Annex to Schedule (incorporated by reference to Exhibit 10.10 to the Trust’s Post-Effective Amendment No. 8 to Form S-1 Registration Statement, File No. 333-119612, filed with the Commission on April 25, 2007)
10.11	WMT III Series G/J Trading Vehicle LLC Organization Agreement (incorporated by reference to Exhibit 1.1 to the Trust’s Post-Effective Amendment No. 6 to Form S-1 Registration Statement, File No. 333-119612, filed with the Commission on April 10, 2007)
10.12	Form of Advisory Agreement among World Monitor Trust III – Series J, the Managing Owner and Graham Capital Management, L.P. (incorporated by reference to Exhibit 10.12 to the Registrant’s annual report on Form 10-K for the year ended December 31, 2007)
10.13	Form of Services Agreement among World Monitor Trust III – Series J, the Managing Owner and Spectrum Global Fund Administration, L.L.C. (incorporated by reference to Exhibit 10.13 to the Registrant’s annual report on Form 10-K for the year ended December 31, 2007)
10.14	Advisory Agreement dated March 24, 2010 by and among, World Monitor Trust III – Series J, Kenmar Preferred Investments Corp. and Tudor Investment Corporation (incorporated by reference to Exhibit 10.9 to the Registrant’s Form 8-K, File No. 000-51651, filed with the Commission on March 26, 2010)
10.15	Advisory Agreement dated March 24, 2010 by and among, World Monitor Trust III – Series J, Kenmar Preferred Investments Corp. and Paskewitz Asset Management, LLC (incorporated by reference to Exhibit 10.10 to the Registrant’s Form 8-K, File No. 000-51651, filed with the Commission on March 26, 2010)
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)
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)
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., filed with the Commission on January 4, 2012)
99.2	Notice to Unitholders regarding certain changes to the ownership and structure of the Registrant’s underlying managers (incorporated by reference to Exhibit 99.1 to the Registrant’s Form 8-K, File No. 000-51651, filed with the Commission on August 17, 2012)
99.3	Notice to Unitholders regarding certain changes to the ownership and structure of the Registrant’s underlying managers (incorporated by reference to Exhibit 99.1 to the Registrant’s Form 8-K, File No. 000-51651, filed with the Commission on December 6, 2012)
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 Quarterly Report on Form 10-Q 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.

 

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SIGNATURES

 

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

 

WORLD MONITOR TRUST III – SERIES J

 

By:	Kenmar Preferred Investments, LLC, its Managing Owner

 

	By:	/s/ Jim Parrish				Date: August 14, 2018
		Name:		Jim Parrish
		Title:		President
				(Principal Executive Officer)