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, 2009
or
¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number: 000-51651
WORLD MONITOR TRUST III – SERIES J
(Exact name of registrant as specified in its charter)
Delaware | 20-2446281 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
900 King Street, Suite 100, Rye Brook, New York | 10573 | |
(Address of principal executive offices) | (Zip Code) |
(914) 307-7000
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether 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 ¨
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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ¨ No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “accelerated filer”, “large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer ¨ | Accelerated filer ¨ | Non-accelerated filer ¨ | Smaller Reporting Company x |
Indicate by check mark whether Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
WORLD MONITOR TRUST III – SERIES J
INDEX TO QUARTERLY REPORT ON FORM 10-Q
JUNE 30, 2009
2
PART I – FINANCIAL INFORMATION
Item 1. | Financial Statements |
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK;
FINANCIAL STATEMENTS TO FOLLOW]
3
WORLD MONITOR TRUST III – SERIES J
FINANCIAL STATEMENTS
June 30, 2009
4
WORLD MONITOR TRUST III – SERIES J
CONDENSED STATEMENTS OF FINANCIAL CONDITION
June 30, 2009 (Unaudited) and December 31, 2008
June 30, 2009 | December 31, 2008 | |||||
ASSETS | ||||||
Cash and cash equivalents (See Note 2) | $ | 128,810,064 | $ | 131,724,537 | ||
Net unrealized gain on open futures contracts | 582,205 | 660,900 | ||||
Net unrealized gain on open forward contracts | 1,222,361 | 0 | ||||
Interest receivable | 0 | 5,905 | ||||
Total assets | $ | 130,614,630 | $ | 132,391,342 | ||
LIABILITIES | ||||||
Accrued expenses payable | $ | 157,407 | $ | 90,163 | ||
Commissions payable | 2,846 | 0 | ||||
Interest payable | 2,008 | 0 | ||||
Trading advisor management fees payable | 226,416 | 301,942 | ||||
Incentive fees payable | 1,441,080 | 1,590,799 | ||||
Offering costs payable | 65,339 | 2,258 | ||||
Net unrealized loss on open forward contracts | 0 | 1,737,730 | ||||
Redemptions payable | 2,147,230 | 3,832,492 | ||||
Subscriptions received in advance | 2,426,000 | 373,900 | ||||
Total liabilities | 6,468,326 | 7,929,284 | ||||
UNITHOLDERS’ CAPITAL (Net Asset Value) | ||||||
Class I Units: | ||||||
Unitholders’ Interests – 865,208.538 and 893,067.142 Units outstanding at June 30, 2009 and December 31, 2008, respectively | 108,346,085 | 107,680,197 | ||||
Managing Owner’s Interests – 9,467.578 and 9,467.578 Units outstanding at June 30, 2009 and December 31, 2008, respectively | 1,185,581 | 1,141,538 | ||||
Class II Units: | ||||||
Unitholders’ Interests – 111,437.226 and 125,313.352 Units outstanding at June 30, 2009 and December 31, 2008, respectively | 14,428,526 | 15,462,954 | ||||
Managing Owner’s Interests – 1,437.417 and 1,437.417 Units outstanding at June 30, 2009 and December 31, 2008, respectively | 186,112 | 177,369 | ||||
Total unitholders’ capital (Net Asset Value) | 124,146,304 | 124,462,058 | ||||
Total liabilities and unitholders’ capital | $ | 130,614,630 | $ | 132,391,342 | ||
NET ASSET VALUE PER UNIT | ||||||
Class I | $ | 125.23 | $ | 120.57 | ||
Class II | $ | 129.48 | $ | 123.39 | ||
See accompanying notes.
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WORLD MONITOR TRUST III – SERIES J
CONDENSED SCHEDULES OF INVESTMENTS
June 30, 2009 (Unaudited) and December 31, 2008
June 30, 2009 | December 31, 2008 | |||||||||||||
Net Unrealized Gain (Loss) as a % of Unitholders’ Capital | Net Unrealized Gain (Loss) | Net Unrealized Gain (Loss) as a % of Unitholders’ Capital | Net Unrealized Gain (Loss) | |||||||||||
Futures and Forward Contracts | ||||||||||||||
Futures contracts purchased: | ||||||||||||||
Commodities | 0.00 | % | $ | (3,495 | ) | 0.16 | % | $ | 193,130 | |||||
Currencies | 0.25 | % | 306,563 | 0.17 | % | 212,493 | ||||||||
Energy | (0.05 | )% | (61,932 | ) | 0.00 | % | 0 | |||||||
Interest rates | 0.17 | % | 208,735 | 0.26 | % | 325,215 | ||||||||
Metals | (0.05 | )% | (61,066 | ) | 0.01 | % | 13,911 | |||||||
Stock indices | 0.05 | % | 64,753 | 0.00 | % | 0 | ||||||||
Net unrealized gain on futures contracts purchased | 0.37 | % | 453,558 | 0.60 | % | 744,749 | ||||||||
Futures contracts sold: | ||||||||||||||
Commodities | 0.18 | % | 223,363 | (0.05 | )% | (61,677 | ) | |||||||
Currencies | 0.00 | % | 6,605 | 0.00 | % | 1,625 | ||||||||
Energy | 0.01 | % | 7,266 | (0.01 | )% | (13,115 | ) | |||||||
Interest rates | (0.06 | )% | (70,788 | ) | 0.00 | % | (4,499 | ) | ||||||
Metals | (0.03 | )% | (37,799 | ) | 0.01 | % | 13,881 | |||||||
Stock indices | 0.00 | % | 0 | (0.02 | )% | (20,064 | ) | |||||||
Net unrealized gain (loss) on futures contracts sold | 0.10 | % | 128,647 | (0.07 | )% | (83,849 | ) | |||||||
Net unrealized gain on open futures contracts | 0.47 | % | $ | 582,205 | 0.53 | % | $ | 660,900 | ||||||
Forward currency contracts purchased: | ||||||||||||||
Net unrealized gain (loss) on forward contracts purchased | 0.99 | % | $ | 1,229,919 | (1.19 | )% | $ | (1,472,511 | ) | |||||
Forward currency contracts sold: | ||||||||||||||
Net unrealized loss on forward contracts sold | (0.01 | )% | (7,558 | ) | (0.21 | )% | (265,219 | ) | ||||||
Net unrealized gain (loss) on open forward contracts | 0.98 | % | $ | 1,222,361 | (1.40 | )% | $ | (1,737,730 | ) | |||||
See accompanying notes.
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WORLD MONITOR TRUST III – SERIES J
CONDENSED STATEMENTS OF OPERATIONS
For the Three Months and Six Months Ended June 30, 2009 and 2008
(Unaudited)
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||
2009 | 2008 | 2009 | 2008 | |||||||||
REVENUES | ||||||||||||
Realized | $ | 13,934,683 | $ | 7,659,241 | $ | 7,547,382 | $ | 18,724,876 | ||||
Change in unrealized | 1,810,364 | 610,748 | 2,881,396 | 2,480,948 | ||||||||
Interest income | 1,027 | 307,354 | 20,956 | 590,988 | ||||||||
Total revenues | 15,746,074 | 8,577,343 | 10,449,734 | 21,796,812 | ||||||||
EXPENSES | ||||||||||||
Brokerage commissions | 141,464 | 63,925 | 244,979 | 123,396 | ||||||||
Management fees | 151,158 | 131,879 | 306,227 | 240,090 | ||||||||
Advisor management fees | 679,540 | 592,300 | 1,347,147 | 1,088,905 | ||||||||
Advisor incentive fees | 1,441,081 | 1,481,635 | 1,443,405 | 3,527,283 | ||||||||
Service fee – Class I Units | 533,867 | 460,521 | 1,077,143 | 853,737 | ||||||||
Sales commission | 345,634 | 263,759 | 655,773 | 480,181 | ||||||||
Offering costs | 92,637 | 375,572 | 221,050 | 375,572 | ||||||||
Operating expenses | 162,576 | 184,814 | 320,425 | 353,486 | ||||||||
Total expenses | 3,547,957 | 3,554,405 | 5,616,149 | 7,042,650 | ||||||||
NET INCOME | $ | 12,198,117 | $ | 5,022,938 | $ | 4,833,585 | $ | 14,754,162 | ||||
NET INCOME PER WEIGHTED AVERAGE UNITHOLDER AND MANAGING OWNER UNIT | ||||||||||||
Net income per weighted average Unitholder and Managing Owner Unit | ||||||||||||
Class I | $ | 12.02 | $ | 5.69 | $ | 4.70 | $ | 17.87 | ||||
Class II | $ | 12.90 | $ | 6.41 | $ | 5.34 | $ | 18.47 | ||||
Weighted average number of Units outstanding – Class I | 891,393 | 760,754 | 893,302 | 735,314 | ||||||||
Weighted average number of Units outstanding – Class II | 115,022 | 108,570 | 119,669 | 87,438 | ||||||||
See accompanying notes.
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WORLD MONITOR TRUST III – SERIES J
CONDENSED STATEMENTS OF CHANGES IN UNITHOLDERS’ CAPITAL
For the Six Months Ended June 30, 2009 and 2008
(Unaudited)
Class I | Class II | ||||||||||||||||||||||||||||||||
Unitholders | Managing Owner Interests | Unitholders | Managing Owner Interests | Total | |||||||||||||||||||||||||||||
Units | Amount | Units | Amount | Units | Amount | Units | Amount | Units | Amount | ||||||||||||||||||||||||
Six Months Ended June 30, 2009 | |||||||||||||||||||||||||||||||||
Unitholders’ capital at December 31, 2008 | 893,067.142 | $ | 107,680,197 | 9,467.578 | $ | 1,141,538 | 125,313.352 | $ | 15,462,954 | 1,437.417 | $ | 177,369 | 1,029,285.489 | $ | 124,462,058 | ||||||||||||||||||
Additions | 72,979.216 | 8,568,778 | 0.000 | 0 | 2,744.722 | 335,000 | 0.000 | 0 | 75,723.938 | 8,903,778 | |||||||||||||||||||||||
Redemptions | (100,837.820 | ) | (12,053,962 | ) | 0.000 | 0 | (16,620.848 | ) | (1,999,155 | ) | 0.000 | 0 | (117,458.668 | ) | (14,053,117 | ) | |||||||||||||||||
Net income | 4,151,072 | 44,043 | 629,727 | 8,743 | 4,833,585 | ||||||||||||||||||||||||||||
Unitholders’ capital at June 30, 2009 | 865,208.538 | $ | 108,346,085 | 9,467.578 | $ | 1,185,581 | 111,437.226 | $ | 14,428,526 | 1,437.417 | $ | 186,112 | 987,550.759 | $ | 124,146,304 | ||||||||||||||||||
Six Months Ended June 30, 2008 | |||||||||||||||||||||||||||||||||
Unitholders’ capital at December 31, 2007 | 688,045.259 | $ | 72,522,810 | 7,461.871 | $ | 786,512 | 57,736.703 | $ | 6,106,173 | 601.816 | $ | 63,647 | 753,845.649 | $ | 79,479,142 | ||||||||||||||||||
Additions | 121,117.201 | 14,087,934 | 847.113 | 99,241 | 55,186.487 | 6,434,698 | 652.741 | 75,798 | 177,803.542 | 20,697,671 | |||||||||||||||||||||||
Offering costs | (97,255 | ) | (1,049 | ) | (9,800 | ) | (107 | ) | (108,211 | ) | |||||||||||||||||||||||
Redemptions | (20,683.143 | ) | (2,439,706 | ) | 0.000 | 0 | (800.449 | ) | (93,366 | ) | 0.000 | 0 | (21,483.592 | ) | (2,533,072 | ) | |||||||||||||||||
Transfers | (5,591.420 | ) | (648,763 | ) | 0.000 | 0 | 5,549.040 | 648,763 | 0.000 | 0 | (42.380 | ) | 0 | ||||||||||||||||||||
Net income | 13,000,451 | 138,684 | 1,597,809 | 17,218 | 14,754,162 | ||||||||||||||||||||||||||||
Unitholders’ capital at June 30, 2008 | 782,887.897 | $ | 96,425,471 | 8,308.984 | $ | 1,023,388 | 117,671.781 | $ | 14,684,277 | 1,254.557 | $ | 156,556 | 910,123.219 | $ | 112,289,692 | ||||||||||||||||||
See accompanying notes.
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WORLD MONITOR TRUST III – SERIES J
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)
Note 1. | ORGANIZATION |
A. | General Description of the Trust |
World Monitor Trust III (the “Trust”) is a business trust organized under the laws of Delaware on September 28, 2004. The Trust consisted of four separate and distinct series (“Series”): Series G, H, I and J. Series G, H, I and J commenced trading operations on December 1, 2005. Effective March 31, 2007, Series H and Series I were no longer offered and on April 30, 2007 Series H and Series I were dissolved. Effective December 31, 2007, Series G was no longer offered and was dissolved. Series J will continue to exist unless terminated at some future date pursuant to the provisions of Article XIII of the Trust’s Third Amended and Restated Declaration of Trust and Trust Agreement (the “Trust Agreement”). The assets of each Series have been segregated from those of the other Series, separately valued and independently managed, and separate financial statements have been prepared for each Series. Each Series was formed to engage in the speculative trading of a diversified portfolio of futures, forward and options contracts and may, from time to time, engage in cash and spot transactions.
Kenmar Preferred Investments Corp. is the managing owner of the Trust and of each Series. Effective May 5, 2009, Preferred Investment Solutions Corp. changed its name to Kenmar Preferred Investments Corp. (“Preferred” or the “Managing Owner”). Preferred or Managing Owner refers to either Preferred Investment Solutions Corp. or Kenmar Preferred Investments Corp., depending on the applicable period discussed.
Each Series is initially divided into two classes: Class I Units and Class II Units. The Class I and Class II Units are identical except for the applicable service fee charged to each Class.
Series J allocates its assets to three managed accounts (the “Managed Accounts”) separately managed by the following trading advisors (the “Trading Advisors”): Eagle Trading Systems Inc. (“Eagle”) pursuant to its Momentum Program, Ortus Capital Management Limited (“Ortus”) pursuant to its Major Currency Program, and Graham Capital Management, L.P. (“Graham”) pursuant to its Global Diversified Program at 150% leverage (See Note 10).
B. | Regulation |
As a registrant with the Securities and Exchange Commission, the Trust and each Series are subject to the regulatory requirements under the Securities Act of 1933 and the Securities Exchange Act of 1934. As a commodity pool, the Trust and each Series are subject to the regulations of the Commodity Futures Trading Commission (“CFTC”), an agency of the United States (U.S.) government which regulates most aspects of the commodity futures industry; rules of the National Futures Association, an industry self-regulatory organization; and the requirements of the various commodity exchanges where the Trust through the Managed Accounts executes transactions.
C. | The Offering |
Up to $281,250,000 Series J, Class I; and $93,750,000 Series J, Class II of Units are being offered (totaling $375,000,000) (“Subscription Maximum”). Interests are being offered to investors who meet certain established suitability standards. Prior to November 30, 2008, investments required a minimum aggregate initial subscription of $5,000 and $2,000 for certain Benefit Plan Investors (including IRAs), although the minimum purchase for any single series was $500.
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WORLD MONITOR TRUST III – SERIES J
NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)
(Unaudited)
Note 1. | ORGANIZATION (CONTINUED) |
C. | The Offering (Continued) |
Effective November 30, 2008, the Board of Directors of the Managing Owner of Series J determined that the Units would no longer be publicly offered and would only be available on a private placement basis to “accredited investors” pursuant to Regulation D under the Securities Act of 1933.
For new subscribers, the minimum initial investment is $25,000 ($10,000 for benefit plan investors (including IRAs)). The minimum additional subscription amount for current investors is $5,000.
Initially, the Units for each Series were offered for a period ending November 30, 2005 (“Initial Offering Period”) at $100 per Interest.
The subscription minimum of $30,000,000 for Series J was reached during the Initial Offering Period permitting all Series G, H, I and J to commence trading operations. Series J completed its initial offering on December 1, 2005 with gross proceeds of $31,024,443. Series H and I Units were fully redeemed as of April 30, 2007 and Series G’s Units as of December 31, 2007. Until the Subscription Maximum for Series J is reached, Series J’s Units will continue to be offered on a monthly basis at the then current net asset value per Unit.
D. | Exchanges, Redemptions and Termination |
Units owned in one series of the Trust (Series G, H, I and J) were permitted to be exchanged, without any charge, for Units of one or more other Series on a monthly basis for as long as Units in those Series were being offered to the public. Exchanges were made at the applicable Series’ then current net asset value per Unit as of the close of business on the last day of the month in which the exchange request was effected. The exchange of Units was treated as redemption of Units in one Series (with the related tax consequences) and the simultaneous purchase of Units in the other Series.
Following Series H and I’s liquidations on April 30, 2007 and Series G’s liquidation on December 31, 2007, Series J unitholders are no longer able to effect exchanges from Series J into Series G, H or I.
Redemptions from Series J are permitted on a monthly basis. Class I Units redeemed prior to the first anniversary of their purchase will be subject to a redemption charge of up to 2% of the net asset value per Unit at which they were redeemed. Redemption fees are paid to the Selling Agent, Kenmar Securities Inc. (See Note 10). There is no redemption charge associated with the Class II Units.
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WORLD MONITOR TRUST III – SERIES J
NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)
(Unaudited)
Note 1. | ORGANIZATION (CONTINUED) |
D. | Exchanges, Redemptions and Termination (Continued) |
In the event that the net asset value of a Series, after adjustments for distributions, contributions and redemptions, declines by 50% or more since the commencement of trading activities or the first day of a fiscal year, the Series will automatically terminate. In addition, in the event that the net asset value of the allocated assets, after adjustments for distributions, contributions and redemptions, for the managed accounts traded by either Ortus, Eagle or Graham declines by 40% or more since the commencement of trading activities or the first day of a fiscal year, that managed account will automatically terminate.
E. | Foreign Currency Transactions |
Series J’s functional currency is the U.S. dollar; however, it transacts business in currencies other than the U.S. dollar. Assets and liabilities denominated in currencies other than the U.S. dollar are translated into U.S. dollars at the rates in effect at the date of the condensed statements of financial condition. Income and expense items denominated in currencies other than the U.S. dollar are translated into U.S. dollars at the rates in effect during the period. Gains and losses resulting from the translation to U.S. dollars are reported in operations currently under the caption realized in the condensed statements of operations.
Note 2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
A. | Basis of Accounting |
The condensed statement of financial condition, including the condensed schedule of investments, as of June 30, 2009, the condensed statements of operations for the three months and six months ended June 30, 2009 and 2008, and the condensed statements of changes in unitholders’ capital for the six months ended June 30, 2009 and 2008, are unaudited. In the opinion of the Managing Owner, the financial statements contain all adjustments (consisting of only normal recurring adjustments) necessary to state fairly the financial position of Series J as of June 30, 2009 and the results of its operations for the three months and six months ended June 30, 2009 and 2008. The operating results for the interim periods may not be indicative of the results expected for the full year.
Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted. It is suggested that these financial statements be read in conjunction with the financial statements and notes thereto included in Series J’s annual report on Form 10-K filed with the Securities and Exchange Commission for the year ended December 31, 2008.
The financial statements of Series J are prepared in accordance with accounting principles generally accepted in the United States of America. Such principles require the Managing Owner to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
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WORLD MONITOR TRUST III – SERIES J
NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)
(Unaudited)
Note 2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) |
A. | Basis of Accounting (Continued) |
Commodity futures and foreign exchange transactions are reflected in the accompanying condensed statements of financial condition on the trade date. Net unrealized gain or loss on open contracts (the difference between contract trade price and market price) are offset when reflected in the financial statements since the contracts are executed with the same counter party under a master netting arrangement. The market value of futures (exchange-traded) contracts is based upon the closing quotation on the various futures exchanges on which the contract is traded. The values which will be used by Series J for open forward and option positions will be provided by its administrator, who obtains market quotes from data vendors and third parties. Any change in net unrealized gain or loss during the current period is reported in the condensed statement of operations. Realized gains and losses on transactions are recognized in the period in which the contracts are closed. Brokerage commissions include other trading fees and are charged to expense when incurred.
The weighted average number of Units outstanding was computed for purposes of disclosing net income per weighted average Unit. The weighted average 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 such period.
Series J has elected not to provide a Statement of Cash Flows since substantially all of Series J’s investments are highly liquid and carried at fair value, Series J has little or no debt and a statement of changes in unitholders’ capital is provided.
Consistent with standard business practices in the normal course of business, Series J has provided general indemnifications to the Managing Owner, and others when they act, in good faith, in the best interests of Series J. Series J is unable to develop an estimate of the maximum potential amount of future payments that could potentially result from any hypothetical future claim, but expects the risk of having to make any payments under these general business indemnifications to be remote.
In September 2006, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 157 (“SFAS 157”), “Fair Value Measurements”. SFAS 157 requires use of a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels: quoted market prices in active markets for identical assets and liabilities (Level 1), inputs other than quoted market prices that are observable for the asset or liability, either directly or indirectly (Level 2), and unobservable inputs for the asset or liability (Level 3). SFAS 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007.
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WORLD MONITOR TRUST III – SERIES J
NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)
(Unaudited)
Note 2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) |
A. | Basis of Accounting (Continued) |
Series J adopted SFAS 157 in the first quarter of 2008. The adoption of SFAS 157 had no impact to the investments valued at fair value in these financial statements.
Series J considers prices for exchange traded commodity futures and options contracts to be based on quoted prices in active markets for identical assets (Level 1). The values of forwards, swaps and certain options contracts for which market quotations are not readily available are priced by Super Derivatives, Bloomberg, Reuters, and or other third party data vendors or pricing services who derive fair values for those assets from observable inputs (Level 2). There are no Level 3 investments on June 30, 2009 or December 31, 2008.
The following table summarizes the assets and liabilities measured at fair value using the fair value hierarchy:
June 30, 2009 | Level 1 | Level 2 | Level 3 | Total | ||||||||||
Assets: | ||||||||||||||
Net unrealized gain on open futures contracts | $ | 582,205 | $ | 0 | $ | 0 | $ | 582,205 | ||||||
Net unrealized gain on open forward contracts | $ | 0 | $ | 1,222,361 | $ | 0 | $ | 1,222,361 | ||||||
December 31, 2008 | Level 1 | Level 2 | Level 3 | Total | ||||||||||
Assets: | ||||||||||||||
Net unrealized gain on open futures contracts | $ | 660,900 | $ | 0 | $ | 0 | $ | 660,900 | ||||||
Liabilities: | ||||||||||||||
Net unrealized loss on open forward contracts | $ | 0 | $ | (1,737,730 | ) | $ | 0 | $ | (1,737,730 | ) |
In October 2008, the FASB issued FASB Staff Position FAS 157-3, “Determining the Fair Value of a Financial Asset When the Market for That Asset Is Not Active” (“FSP FAS 157-3”). FSP FAS 157-3 clarified the application of SFAS 157. FSP FAS 157-3 demonstrated how the fair value of a financial asset is determined when the market for that financial asset is inactive. FSP FAS 157-3 was effective upon issuance, including prior periods for which financial statements had not been issued. Preferred, as Managing Owner of Series J, evaluated the impact of adopting FSP FAS 157-3 and its impact on Series J’s financial statements. The adoption of this standard did not have an impact on Series J’s financial statements.
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WORLD MONITOR TRUST III – SERIES J
NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)
(Unaudited)
Note 2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) |
A. | Basis of Accounting (Continued) |
In April 2009, the FASB issued FASB Staff Position FAS 157-4, “Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly (“FSP FAS 157-4”). FSP FAS 157-4 clarified the application of SFAS 157. FSP FAS 157-4 provides additional guidance for how the fair value of a financial asset or liability is determined when the volume and level of activity for the asset or liability have significantly decreased and on identifying circumstances that indicate a transaction is not orderly. FSP FAS 157-4 is effective for interim and annual periods after June 15, 2009, with early adoption permitted for periods ending after March 15, 2009, and is to be applied prospectively. Series J adopted FSP FAS 157-4 effective January 1, 2009. As required, Series J also adopted FSP FAS 115-2 and FAS 124-2, “Recognition and Presentation of Other-Than-Temporary Impairments,” effective January 1, 2009. Preferred, as Managing Owner of Series J, evaluated the impact of adopting FSP FAS 157-4 and FSP FAS 115-2 and FAS 124-2 and their impact on Series J’s financial statements. The adoption of these standards did not have an impact on Series J’s financial statements.
In February 2007, the FASB issued SFAS No. 159 (“SFAS 159”), “The Fair Value Option for Financial Assets and Financial Liabilities, including an amendment of SFAS No. 115. This statement provides companies with an option to report selected financial assets and liabilities at fair value. This statement is effective for fiscal years beginning after November 15, 2007 with early adoption permitted. Preferred, as Managing Owner of Series J, evaluated the impact of adopting SFAS 159 and its impact on Series J’s financial statements. Series J adopted SFAS 159 in the first quarter of 2008, and it did not have a material effect on Series J’s financial statements, as Series J did not elect the fair value option for any eligible financial assets or liabilities.
In April 2007, the FASB released FASB Staff Position FIN 39-1 “Offsetting of Amounts Related to Certain Contracts” (“FSP FIN 39-1”). FSP FIN 39-1 requires that offsetting of assets and liabilities in the balance sheet is improper except where a right of setoff exists. The application of FSP FIN 39-1 is required for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years. Preferred, as Managing Owner of Series J, evaluated the impact of adopting FSP FIN 39-1 and its impact on Series J’s financial statements. The adoption of this standard did not have an impact on Series J’s financial statements.
In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities – an amendment of FASB Statement No. 133” (“SFAS 161”). SFAS 161 establishes, among other things, the disclosure requirements for derivative instruments and for hedging activities. SFAS 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. Preferred, as Managing Owner of Series J, evaluated the impact of adopting SFAS 161 and its impact on Series J’s financial statements. The adoption of this standard did not have an impact on Series J’s financial statements.
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14
WORLD MONITOR TRUST III – SERIES J
NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)
(Unaudited)
Note 2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) |
A. | Basis of Accounting (Continued) |
In May 2009, the FASB issued SFAS No. 165, “Subsequent Events” (“SFAS 165”), which provides guidance to establish general standards of accounting for and disclosures of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. SFAS 165 also requires entities to disclose the date through which subsequent events were evaluated as well as the rationale for why that date was selected. SFAS 165 is effective for interim and annual periods ending after June 15, 2009. SFAS 165 is effective for Series J during the quarter ending June 30, 2009. Preferred, as Managing Owner of Series J, evaluated the impact of adopting SFAS 165 and its impact on Series J’s financial statements. The adoption of SFAS 165 did not have a material impact on Series J’s financial statements.
In June 2009, the FASB issued SFAS No. 166, “Accounting for Transfers of Financial Assets – an amendment of FASB Statement No. 140” (“SFAS 166”), which requires additional information regarding transfers of financial assets, including securitization transactions, and where companies have continuing exposure to the risks related to transferred financial assets. SFAS 166 eliminates the concept of a “qualifying special-purpose entity,” changes the requirements for derecognizing financial assets, and requires additional disclosures. SFAS 166 is effective for fiscal years beginning after November 15, 2009. SFAS 166 is effective for Series J on January 1, 2010. Preferred, as Managing Owner of Series J, is evaluating the impact of adopting SFAS 166 and its impact on Series J’s financial statements.
In June 2009, the FASB issued SFAS No. 167, “Amendments to FASB Interpretation No. 46(R)” (“SFAS 167”), which modifies how a company determines when an entity that is insufficiently capitalized or is not controlled through voting (or similar rights) should be consolidated. SFAS 167 clarifies that the determination of whether a company is required to consolidate an entity is based on, among other things, an entity’s purpose and design and a company’s ability to direct the activities of the entity that most significantly impact the entity’s economic performance. SFAS 167 requires an ongoing reassessment of whether a company is the primary beneficiary of a variable interest entity. SFAS 167 also requires additional disclosures about a company’s involvement in variable interest entities and any significant changes in risk exposure due to that involvement. SFAS 167 is effective for fiscal years beginning after November 15, 2009 and is effective for Series J on January 1, 2010. Preferred, as Managing Owner of Series J, is evaluating the impact of adopting SFAS 167 and its impact on Series J’s financial statements.
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15
WORLD MONITOR TRUST III – SERIES J
NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)
(Unaudited)
Note 2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) |
A. | Basis of Accounting (Continued) |
In June 2009, the FASB issued SFAS No. 168, “The FASB Accounting Standards Codification™ and the Hierarchy of Generally Accepted Accounting Principles, a replacement of FASB Statement No. 162” (“SFAS 168”) which approved the “FASB Accounting Standards Codification” (“Codification”) as the single source of authoritative nongovernmental U.S. GAAP effective July 1, 2009. The Codification does not change current U.S. GAAP, but is intended to simplify user access to all authoritative U.S. GAAP by providing all the authoritative literature related to a particular topic in one place. All existing accounting standard documents were superseded and all other accounting literature not included in the Codification are considered nonauthoritative. The Codification is effective for interim and annual periods ending after September 15, 2009. The Codification is effective for Series J during the interim period ending September 30, 2009. Preferred, as Managing Owner of Series J, is evaluating the impact of adopting SFAS 168 and its impact on Series J’s financial statements.
B. | Cash and Cash Equivalents |
Cash represents amounts deposited with a clearing broker and bank, a portion of which is restricted for purposes of meeting margin requirements, which typically range from 0% to 35% of the notional amounts of the derivatives traded. As of June 30, 2009 and December 31, 2008, restricted cash totaled $5,325,451 and $3,269,154, respectively. Series J receives interest on all cash balances held by the clearing broker and bank at prevailing rates.
C. | Income Taxes |
Series J is treated as a partnership for Federal income tax purposes. As such, Series J is not required to provide for, or pay, any Federal or state income taxes. Income tax attributes that arise from its operations are passed directly to the individual Unitholders including the Managing Owner. Series J may be subject to other state and local taxes in jurisdictions in which it operates.
Series J has elected an accounting policy to classify interest and penalties related to unrecognized tax benefits as interest or other expense. All tax years which are statutorily open are subject to examination by the appropriate taxing authorities.
D. | Profit and Loss Allocations and Distributions |
Income and expenses (excluding the service fee) are allocated pro rata to the Class I Units and Class II Units monthly based on the units outstanding during the month. Class I Units are charged with the service fee applicable to such units. Distributions (other than redemptions of units) may be made at the sole discretion of the Managing Owner on a pro rata basis in accordance with the respective capital balances of the Unitholders. The Managing Owner has not and does not presently intend to make any distributions.
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16
WORLD MONITOR TRUST III – SERIES J
NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)
(Unaudited)
Note 2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) |
E. | Organization and Offering Costs |
In accordance with the Trust’s Agreement and Prospectus, organization and initial offering costs were paid by the Managing Owner, subject to reimbursement by the Trust, without interest, in up to 36 monthly payments during each of the first 36 months of Series J’s operations, provided that the Managing Owner shall not be entitled to reimbursement for such expenses in an aggregated amount in excess of 2.5% of the aggregate amount of all subscriptions accepted by Series J during the initial offering period and the first 36 months of Series J’s operations (the “Continuous Offering Period”).
In addition, Series J shall not reimburse the Managing Owner for organization and offering expenses (both initial and ongoing) in excess of 0.50% per annum of Series J’s net asset value. Organization and initial offering costs (exclusive of the initial selling fee), totaling $1,454,441 for all Series of the Trust were paid by the Managing Owner. Series J’s allocable portion of such costs was $1,384,181 of which $1,120,668 was reimbursed by Series J to the Managing Owner through June 30, 2009.
The Managing Owner is also responsible for the payment of all offering expenses of Series J incurred after the Initial Offering Period (“ongoing offering costs”), provided that the amount of such ongoing offering costs paid by the Managing Owner are subject to reimbursement by the Trust, without interest, in up to 36 monthly payments during each of the first 36 months following the month in which such expenses were paid by the Managing Owner. Through June 30, 2009, the Managing Owner has paid $1,581,504 in ongoing offering costs, of which $1,524,666 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, 2009, the Managing Owner incurred and Series J was allocated ongoing offering costs in the amount of $945,047 and $925,442, respectively. Of the $925,442, allocated to Series J, $635,145 will not be reimbursable to the Managing Owner.
Series J will only be liable for payment of initial and ongoing offering costs on a monthly basis. If a Series terminates prior to completion of payment of such amounts to the Managing Owner, the Managing Owner will not be entitled to any additional payments, and Series J will have no further obligation to the Managing Owner.
During the six months ended June 30, 2008, Series J’s allocable portion of organization and initial and ongoing offering costs exceeded 0.50% per annum of the Net Asset Value of Series J and, as such, Series J was only liable to the Managing Owner up to the 0.50% per annum limitation.
During the six months ended June 30, 2009, Series J’s allocable portion of organization and initial and ongoing offering costs did not exceed 0.50% per annum of the Net Asset Value of Series J.
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17
WORLD MONITOR TRUST III – SERIES J
NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)
(Unaudited)
Note 2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) |
E. | Organization and Offering Costs (Continued) |
For the three months ended March 31, 2008, Series J charged the amount reimbursable to Preferred for organizational and initial offering costs as a charge against capital monthly based upon the limitation noted above. Moreover, because Series J did not reimburse Preferred for ongoing offering costs, ongoing offering costs were neither charged against capital nor against expense. Generally accepted accounting principles provide that (a) organization costs should have been expensed as incurred and a liability for their reimbursement recorded, (b) a liability and deferred asset should have been recorded on December 1, 2005 (date of commencement of investment operations) for the amount of initial offering costs estimated to be reimbursed to Preferred, (c) such deferred asset should have been amortized to expense over a twelve month period (from the date of commencement of investment operations through November 30, 2006) on a straight line basis, (d) such estimated liability should have been reviewed and adjusted on a periodic basis through the end of the repayment period for initial offering costs which ends on November 30, 2008, (e) the liability should have been reduced as Series J reimbursed Preferred for initial offering costs and (f) ongoing offering costs should have been expensed and recorded as a liability as incurred.
Series J has evaluated the difference in accounting methods and concluded that the impact was not material to Series J’s financial statements. Effective April 1, 2008, Series J recorded a liability and expense for the remaining initial costs expected to be reimbursed and expensed any additional ongoing costs as incurred in the condensed statement of operations and recorded a corresponding liability in the condensed statement of financial condition.
At June 30, 2009, of the $65,339 of offering cost payable listed on the condensed statement of financial condition, $0 is initial offering costs and $65,339 represents ongoing offering cost.
F. | Interest Income |
Interest income is recorded on an accrual basis.
Note 3. | RELATED PARTIES |
Series J reimburses the Managing Owner for services it performs for Series J, which include, but are not limited to: management, accounting, registrar, transfer and assignment functions, investor communications, printing, and other administrative services.
The expenses incurred by Series J for services performed by the Managing Owner for Series J were:
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||
2009 | 2008 | 2009 | 2008 | |||||||||
Management | $ | 151,158 | $ | 131,879 | $ | 306,227 | $ | 240,090 | ||||
General and administrative | 57,225 | 37,085 | 82,170 | 66,605 | ||||||||
$ | 208,383 | $ | 168,964 | $ | 388,397 | $ | 306,695 | |||||
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18
WORLD MONITOR TRUST III – SERIES J
NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)
(Unaudited)
Note 3. | RELATED PARTIES (CONTINUED) |
Expenses payable to the Managing Owner and its affiliates as of June 30, 2009 and December 31, 2008 were $60,905 and $23,455, respectively. Such amounts are included in accrued expenses payable on the condensed statements of financial condition.
Note 4. | MANAGING OWNER |
The Managing Owner conducts and manages the business of the Trust. Effective November 30, 2008, in accordance with the Third Amended and Restated Declaration of Trust and Trust Agreement, the Managing Owner and or its affiliates are no longer required to maintain a capital account equal to 1% of the total capital accounts of the Series.
The Managing Owner is paid a monthly management fee of 1/12 of 0.5% (0.5% annually) of Series J’s net asset value at the beginning of the month.
Note 5. | SERVICE FEES AND SALES COMMISSIONS |
Series J pays a service fee with respect to Class I Units, monthly in arrears, equal to 1/12 of 2% (2% per annum) of the Net Asset Value per Unit of the outstanding Class I Units as of the beginning of the month. The service fee is paid directly by Series J to the Selling Agent, Kenmar Securities Inc., an affiliate of the Managing Owner. The Selling Agent is responsible for paying all commissions owing to the correspondent selling agents, who are entitled to receive from the Selling Agent an initial commission equal to 2% of the initial Net Asset Value per Unit of each Class I Unit sold by them, payable on the date such Class I Units are purchased. Commencing with the 13th month after the purchase of a Class I Unit, the correspondent selling agent receives an ongoing monthly commission equal to 1/12th of 2% (2% per annum) of the Net Asset Value per Class I Unit as of the beginning of each month of the Class I Units sold by them (See Note 10).
Class II Unitholders are not assessed service fees.
Series J will also pay Kenmar Securities Inc. a monthly sales commission equal to 1/12th of 1% (1% annually) of the Net Asset Value of the outstanding units as of the beginning of each month.
Note 6. | TRUSTEE |
The trustee of the Trust is Wilmington Trust Company, a Delaware banking corporation. The trustee has delegated to the Managing Owner the power and authority to manage the business and affairs of the Trust and has only nominal duties and liabilities with respect to the Trust.
Note 7. | COSTS, FEES AND EXPENSES |
A. | Operating Expenses |
Operating expenses of Series J are paid for by Series J.
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19
WORLD MONITOR TRUST III – SERIES J
NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)
(Unaudited)
Note 7. | COSTS, FEES AND EXPENSES (CONTINUED) |
B. | Management and Incentive Fees |
Series J pays Ortus, Eagle and Graham monthly management fees at the annual rate of 2.0%, 2.0% and 2.5%, respectively, of their Managed Accounts’ allocated assets as defined in their respective Advisory Agreements. Additionally, Series J pays Ortus, Eagle and Graham a 20% incentive fee accrued monthly and paid quarterly for achieving “New High Net Trading Profits” in their specific Managed Accounts as defined in their respective Advisory Agreements (See Note 10).
Note 8. | MARKET AND CREDIT RISK |
Series J has cash on deposit with financial institutions and in broker trading accounts. In the event of a financial institution’s insolvency, recovery of cash on deposit may be limited to account insurance or other protection afforded such deposits.
Series J is exposed to various types of risks associated with the derivative instruments and related markets in which it directly invests through its Managed Accounts. These risks include, but are not limited to, risk of loss from fluctuations in the value of derivative instruments held (market risk) and the inability of counterparties to perform under the terms of Series J’s investment activities (credit risk).
The Managing Owner has established procedures to actively monitor market risk and minimize credit risk, although there can be no assurance that it will, in fact, succeed in doing so. The Unitholders bear the risk of loss only to the extent of the market value of their respective investments and, in certain specific circumstances, distributions and redemptions received.
Market Risk
Trading in futures and forward contracts (including foreign exchange) involves entering into contractual commitments to purchase or sell a particular commodity at a specified date and price. The gross or face amount of the contracts, which is typically many times that of Series J’s net assets being traded, significantly exceeds Series J’s future cash requirements since Series J intends to close out its open positions prior to settlement. As a result, Series J is generally subject only to the risk of loss arising from the change in the value of the contracts. As such, Series J considers the fair value of its derivative instruments to be the net unrealized gain or loss on the contracts. The market risk associated with Series J’s commitments to purchase commodities is limited to the gross or face amount of the contracts held.
However, when Series J enters into a contractual commitment to sell commodities, it must make delivery of the underlying commodity at the contract price and then repurchase the contracts at prevailing market prices or settle in cash. Since the repurchase price to which a commodity can rise is unlimited, entering into commitments to sell commodities exposes Series J to unlimited risk.
Market risk is influenced by a wide variety of factors, including government programs and policies, political and economic events, the level and volatility of interest rates, foreign currency exchange rates, the diversification effect among the derivative instruments Series J holds and the liquidity and inherent volatility of the markets in which Series J trades.
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20
WORLD MONITOR TRUST III – SERIES J
NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)
(Unaudited)
Note 8. | MARKET AND CREDIT RISK (CONTINUED) |
Credit Risk
When entering into futures or forward contracts, Series J is exposed to credit risk that the counterparty to the contract will not meet its obligations. The counterparty for futures contracts traded on United States and most foreign futures exchanges is the clearinghouse associated with the particular exchange. In general, clearinghouses are backed by their corporate members who are required to share any financial burden resulting from the non-performance by one of their members and, as such, should significantly reduce this credit risk. In cases where the clearinghouse is not backed by the clearing members (i.e., some foreign exchanges), it is normally backed by a consortium of banks or other financial institutions. On the other hand, there is concentration risk on forward transactions entered into by Series J, as Series J’s clearing broker is the sole counterparty.
Series J has entered into a master netting agreement with its clearing broker and, as a result, when applicable, presents unrealized gains and losses on open forward positions as a net amount in the condensed statements of financial condition. The amount at risk associated with counterparty non-performance of all of Series J’s contracts is the net unrealized gain (loss) included in the condensed statements of financial condition; however, counterparty non-performance on only certain of Series J’s contracts may result in greater loss than non-performance on all of Series J’s contracts. There can be no assurance that any counterparty, clearing member or clearinghouse will meet its obligations to Series J.
The Managing Owner attempts to minimize both credit and market risks by requiring Series J and its Trading Advisors to abide by various trading limitations and policies. The Managing Owner monitors compliance with these trading limitations and policies, which include, but are not limited to, executing and clearing all trades with creditworthy counterparties; limiting the amount of margin or premium required for any one commodity or all commodities combined; and generally limiting transactions to contracts which are traded in sufficient volume to permit the taking and liquidating of positions.
Series J’s futures commission merchant, in accepting orders for the purchase or sale of domestic futures contracts, is required by CFTC regulations to separately account for and segregate as belonging to Series J all assets of Series J relating to domestic futures trading and is not allowed to commingle such assets with its other assets.
At June 30, 2009 and December 31, 2008, such segregated assets totaled $95,105,772 and $90,283,908, respectively, which are included in cash and cash equivalents on the condensed statements of financial condition. Part 30.7 of the CFTC regulations also requires Series J’s futures commission merchant to secure assets of Series J related to foreign futures trading, which totaled $75,152 and $220,120 at June 30, 2009 and December 31, 2008, respectively. There are no segregation requirements for assets related to forward trading.
As of June 30, 2009, all of Series J’s open futures contracts mature within eighteen months.
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21
WORLD MONITOR TRUST III – SERIES J
NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)
(Unaudited)
Note 9. | FINANCIAL HIGHLIGHTS |
The following information presents per Unit operating performance data and other supplemental financial data for the three months and six months ended June 30, 2009 and 2008. This information has been derived from information presented in the financial statements.
Class I | Class II | |||||||||||||||
Three Months Ended | Six Months Ended | Three Months Ended | Six Months Ended | |||||||||||||
June 30, 2009 | June 30, 2009 | |||||||||||||||
Per Unit Performance (for a Unit outstanding throughout the entire period) |
| |||||||||||||||
Net asset value per Unit at beginning of period | $ | 113.43 | $ | 120.57 | $ | 116.67 | $ | 123.39 | ||||||||
Income from operations: | ||||||||||||||||
Net realized and change in unrealized gain(1) | 15.39 | 10.33 | 15.82 | 10.55 | ||||||||||||
Interest income(1) | 0.00 | 0.02 | 0.00 | 0.02 | ||||||||||||
Expenses(1),(5) | (3.59 | ) | (5.69 | ) | (3.01 | ) | (4.48 | ) | ||||||||
Total income from operations | 11.80 | 4.66 | 12.81 | 6.09 | ||||||||||||
Offering costs(1),(5) | 0.00 | 0.00 | 0.00 | 0.00 | ||||||||||||
Net increase for the period | 11.80 | 4.66 | 12.81 | 6.09 | ||||||||||||
Net asset value per Unit at end of period | $ | 125.23 | $ | 125.23 | $ | 129.48 | $ | 129.48 | ||||||||
Total Return(4) | ||||||||||||||||
Total return before incentive fees | 11.66 | % | 5.04 | % | 12.23 | % | 6.08 | % | ||||||||
Incentive fee | (1.26 | )% | (1.18 | )% | (1.25 | )% | (1.14 | )% | ||||||||
Total return after incentive fees | 10.40 | % | 3.86 | % | 10.98 | % | 4.94 | % | ||||||||
Supplemental Data | ||||||||||||||||
Ratios to average net asset value: | ||||||||||||||||
Net investment loss before incentive fees(2),(3), (5) | (7.21 | )% | (7.09 | )% | (5.03 | )% | (4.98 | )% | ||||||||
Incentive fee(4) | (1.19 | )% | (1.20 | )% | (1.18 | )% | (1.14 | )% | ||||||||
Net investment loss after incentive fees | (8.40 | )% | (8.29 | )% | (6.21 | )% | (6.12 | )% | ||||||||
Interest income(3) | 0.00 | % | 0.04 | % | 0.00 | % | 0.03 | % | ||||||||
Incentive fees(4) | 1.19 | % | 1.20 | % | 1.18 | % | 1.14 | % | ||||||||
Other expenses(3),(5) | 7.21 | % | 7.13 | % | 5.03 | % | 5.01 | % | ||||||||
Total expenses | 8.40 | % | 8.33 | % | 6.21 | % | 6.15 | % | ||||||||
Total returns are calculated based on the change in value of a Unit during the period. An individual unitholders’ total returns and ratios may vary from the above total returns and ratios based on the timing of additions and redemptions.
(1) | Interest income per Unit, expenses per Unit and offering costs per Unit are calculated by dividing interest income, expenses and offering costs applicable to each class by the weighted average number of Units of each class outstanding during the period. Net realized and change in unrealized gain is a balancing amount necessary to reconcile the change in net asset value per Unit of each class with the other per Unit information. |
(2) | Represents interest income less total expenses (exclusive of incentive fees). |
(3) | Annualized. |
(4) | Not annualized. |
(5) | Offering costs were charged against capital through March 31, 2008. Beginning April 1, 2008, offering costs were expensed. |
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22
WORLD MONITOR TRUST III – SERIES J
NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)
(Unaudited)
Note 9. | FINANCIAL HIGHLIGHTS (CONTINUED) |
Class I | Class II | |||||||||||||||
Three Months Ended | Six Months Ended | Three Months Ended | Six Months Ended | |||||||||||||
June 30, 2008 | June 30, 2008 | |||||||||||||||
Per Unit Performance (for a Unit outstanding throughout the entire period) |
| |||||||||||||||
Net asset value per Unit at beginning of period | $ | 117.55 | $ | 105.40 | $ | 118.52 | $ | 105.76 | ||||||||
Income from operations: | ||||||||||||||||
Net realized and change in unrealized gain(1) | 9.43 | 25.84 | 9.50 | 26.12 | ||||||||||||
Interest income(1) | 0.35 | 0.72 | 0.36 | 0.74 | ||||||||||||
Expenses(1),(5) | (4.16 | ) | (8.66 | ) | (3.59 | ) | (7.72 | ) | ||||||||
Total income from operations | 5.62 | 17.90 | 6.27 | 19.14 | ||||||||||||
Offering costs(1),(5) | 0.00 | (0.13 | ) | 0.00 | (0.11 | ) | ||||||||||
Net increase for the period | 5.62 | 17.77 | 6.27 | 19.03 | ||||||||||||
Net asset value per Unit at end of period | $ | 123.17 | $ | 123.17 | $ | 124.79 | $ | 124.79 | ||||||||
Total Return(4) | ||||||||||||||||
Total return before incentive fees | 6.19 | % | 20.56 | % | 6.71 | % | 21.63 | % | ||||||||
Incentive fees | (1.41 | )% | (3.70 | )% | (1.42 | )% | (3.64 | )% | ||||||||
Total return after incentive fees | 4.78 | % | 16.86 | % | 5.29 | % | 17.99 | % | ||||||||
Supplemental Data | ||||||||||||||||
Ratios to average net asset value: | ||||||||||||||||
Net investment loss before incentive fees(2),(3), (5) | (7.00 | )% | (6.31 | )% | (4.94 | )% | (4.54 | )% | ||||||||
Incentive fees(4) | (1.41 | )% | (3.70 | )% | (1.42 | )% | (3.64 | )% | ||||||||
Net investment loss after incentive fees | (8.41 | )% | (10.01 | )% | (6.36 | )% | (8.18 | )% | ||||||||
Interest income(3) | 1.17 | % | 1.24 | % | 1.18 | % | 1.25 | % | ||||||||
Incentive fees(4) | 1.41 | % | 3.70 | % | 1.42 | % | 3.64 | % | ||||||||
Other expenses(3),(5) | 8.17 | % | 7.55 | % | 6.12 | % | 5.79 | % | ||||||||
Total expenses | 9.58 | % | 11.25 | % | 7.54 | % | 9.43 | % | ||||||||
Total returns are calculated based on the change in value of a Unit during the period. An individual unitholders’ total returns and ratios may vary from the above total returns and ratios based on the timing of additions and redemptions.
(1) | Interest income per Unit, expenses per Unit and offering costs per Unit are calculated by dividing interest income, expenses and offering costs applicable to each class by the weighted average number of Units of each class outstanding during the period. Net realized and change in unrealized gain is a balancing amount necessary to reconcile the change in net asset value per Unit of each class with the other per Unit information. |
(2) | Represents interest income less total expenses (exclusive of incentive fees). |
(3) | Annualized. |
(4) | Not annualized. |
(5) | Offering costs were charged against capital through March 31, 2008. Beginning April 1, 2008, offering costs were expensed. |
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23
WORLD MONITOR TRUST III – SERIES J
NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)
(Unaudited)
Note 10. | SUBSEQUENT EVENTS |
The Managing Owner has evaluated events and transactions that occurred between June 30, 2009 and August 13, 2009, which is the date the financial statements were issued, for possible disclosure or recognition in the financial statements. The Managing Owner has determined that there were no such events or transactions that warrant disclosure or recognition in the financial statements except as noted below.
Effective July 1, 2009, Series J entered into trading advisory agreements with GLC Ltd. (“GLC”) pursuant to both its Behavioral Trend and Directional Programs, Krom River Investment Management (Cayman) Limited (“Krom”) pursuant to its Diversified Program and Crabel Capital Management, LLC (“Crabel”) pursuant to its Two Plus (1.5x) Program (collectively, the “New Trading Advisors”).
As a result of adding these New Trading Advisors, Series J will allocate approximately one sixth of its net assets to each Trading Advisor, including the existing trading advisors, with such allocations to be re-balanced quarterly.
Series J will pay GLC, Krom and Crabel monthly management fees at the annual rate of 2.0%, 2.0% and 1.0%, respectively, of their Managed Accounts’ allocated assets as defined in their respective Advisory Agreements. Additionally, Series J will pay GLC, Krom and Crabel an incentive fee accrued monthly and paid quarterly of 20%, 20% and 25%, respectively, for achieving “New High Net Trading Profits” in their specific Managed Accounts as defined in their respective Advisory Agreements.
Beginning July 1, 2009, Series J (rather than Kenmar Securities Inc.) pays its service fee on Class I Units directly to the correspondent selling agents, who are entitled to receive from Series J an initial commission equal to 2% of the initial Net Asset Value per Unit of each Class I Unit sold by them, payable on the date such Class I Units are purchased. Commencing with the 13th month after the purchase of a Class I Unit, the correspondent selling agent will now receive directly from Series J (rather than Kenmar Securities Inc.) an ongoing monthly commission equal to 1/12 of 2% (2% per annum) of the Net Asset Value per Class I Unit as of the beginning of each month of the Class I Units sold by them.
For Class I Units issued from July 1, 2008 through June 1, 2009, Kenmar Securities Inc. will still be entitled to a redemption charge for Class I Units redeemed prior to the first anniversary of their purchase of up to 2% of the Net Asset Value per Unit at which they were redeemed. Class I Units issued beginning July 1, 2009 will not be subject to a redemption charge.
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Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations |
This report on Form 10-Q (the “Report”) for the quarter ending June 30, 2009 (“Second Quarter 2009”) includes forward-looking statements that reflect the current expectations of Kenmar Preferred Investments Corp., the managing owner of World Monitor Trust III – Series J (“Registrant”), about the future results, performance, prospects and opportunities of Registrant. The managing owner has tried to identify these forward-looking statements by using words such as “may,” “will,” “expect,” “anticipate,” “believe,” “intend,” “should,” “estimate” or the negative of those terms or similar expressions. These forward-looking statements are based on information currently available to the managing owner and are subject to a number of risks, uncertainties and other factors, both known, such as those described in this Report, and unknown, that could cause Registrant’s actual results, performance, prospects or opportunities to differ materially from those expressed in, or implied by, these forward-looking statements.
You should not place undue reliance on any forward-looking statements. Except as expressly required by the Federal securities laws, the managing owner undertakes no obligation to publicly update or revise any forward-looking statements or the risks, uncertainties or other factors described in this Report, as a result of new information, future events or changed circumstances or for any other reason after the date of this Report.
Introduction
General
World Monitor Trust III (the “Trust”) was formed as a Delaware Statutory Trust on September 28, 2004, with separate series (each, a “Series”) of units of beneficial interest (“Units” or “Interests”). Its term will expire on December 31, 2054 (unless terminated earlier in certain circumstances). The trustee of the Trust is Wilmington Trust Company. The Trust’s fiscal year for book and tax purposes ends on December 31.
The Trust’s Units were initially offered in four (4) separate and distinct Series: Series G, Series H, Series I and Series J. The Trust may issue additional Series of Units in the future. Each Series will continue to exist until terminated pursuant to the provisions of Article XIII of the Third Amended and Restated Declaration of Trust and Trust Agreement (the “Trust Agreement”). Each Series offers Units in two classes (each, a “Class”) – Class I and Class II. Class I Units pay a service fee. Class II Units may only be offered to investors who are represented by approved correspondent selling agents who are directly compensated by the investor for services rendered in connection with an investment in the Trust (such arrangements commonly referred to as “wrap-accounts”).
Series G, H, I and J commenced trading operations on December 1, 2005.
Units are offered as of the beginning of each month, and Units will continue to be offered in each Series until the maximum amount of each Series’ Units which are registered are sold. The managing owner may suspend or terminate the offering of Units of any Series at any time or extend the offering by registering additional Units. The managing owner terminated the offering of Units of Series H and Series I effective March 31, 2007 and dissolved Series H and Series I effective close of business on April 30, 2007. The managing owner terminated the offering of Units of Series G on December 31, 2007 and dissolved Series G effective close of business on December 31, 2007.
Managing Owner and its Affiliates
Effective May 5, 2009, Preferred Investment Solutions Corp. changed its name to Kenmar Preferred Investments Corp. (“Preferred” or the “Managing Owner”). Preferred or Managing Owner refers to either Preferred Investment Solutions Corp. or Kenmar Preferred Investments Corp., depending on the applicable period discussed.
Preferred has been the Managing Owner of Registrant since October 1, 2004. Effective November 30, 2008, in accordance with the Trust Agreement, the Managing Owner or its affiliates is no longer required to purchase and maintain an interest in Registrant in an amount not less than 1% of the Net Asset Value of Registrant or $25,000, whichever is greater.
The Offering
Up to $281,250,000 Registrant, Class I; and $93,750,000 Registrant, Class II of Units are being offered (totaling $375,000,000) (“Subscription Maximum”). Interests are being offered to investors who meet certain established
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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 of beneficial interest are no longer to be publicly offered and are only to be available on a private placement basis to “accredited investors” pursuant to Regulation D under the Securities Act of 1933. This change in the manner in which the Registrant’s Units are offered has no material impact to current investors as there is no change in the fees and expenses and redemption terms of the Units or any change in the management and investment strategy and reporting provided to investors of the Registrant.
The only change is in the method by which the Registrant’s Units will be available, and the increased suitability standard of persons subscribing for Units. Because the Registrant’s Units are available on a private placement basis, new subscriptions must be made by persons that are “accredited investors” as defined in Regulation D under the Securities Act of 1933. Current investors that are not “accredited investors” are not required to redeem their current Units, but are not able to purchase additional Units.
Initially, the Units for each Series were offered for a period ending November 30, 2005 (“Initial Offering Period”) at $100 per Interest. The Subscription Minimum of $30,000,000 for Registrant was reached during the Initial Offering Period permitting all of Series G, H, I and J to commence trading operations. Registrant completed its initial offering on December 1, 2005 with gross proceeds of $31,024,443, which was fully allocated to the Trading Vehicles. Series H and I Units were fully redeemed as of April 30, 2007 and Series G’s Units as of December 31, 2007. Until the subscription maximum for Registrant is reached, Registrant’s Units will continue to be offered on a monthly basis at the then current Net Asset Value per Unit.
The Trading Advisors and the Trading Vehicles
Effective December 1, 2005, Registrant contributed its net assets to WMT III Series G/J Trading Vehicle LLC (“G/J Trading Vehicle”), WMT III Series H/J Trading Vehicle LLC (“H/J Trading Vehicle”) and WMT III Series I/J Trading Vehicle LLC (“I/J Trading Vehicle”) and, together with the G/J Trading Vehicle and the H/J Trading Vehicle, the “Trading Vehicles”), Delaware limited liability companies, and received a voting membership interest in each Trading Vehicle. The Trading Vehicles were formed to function as aggregate trading vehicles for its members. Registrant and Series G were the sole members of G/J Trading Vehicle. Registrant, Series H and Futures Strategic Trust were the sole members of H/J Trading Vehicle. Registrant and Series I were the sole members of I/J Trading Vehicle. Preferred is the Managing Owner of Registrant and each Series and had been delegated administrative authority over the operations of the Trading Vehicles. The Trading Vehicles engaged in the speculative trading of futures and forward contracts. All references herein to Registrant’s relationship with the Trading Advisors (as defined below) shall, unless the context states otherwise, refer to Registrant’s relationship with the Trading Advisors through the Trading Vehicles. The financial statements of the Trading Vehicles, including the condensed schedules of investments, are included in Registrant’s annual report on Form 10-K filed with the Securities and Exchange Commission for the year ended December 31, 2008.
Each Trading Vehicle had its own independent commodity trading advisor that made such Trading Vehicle’s trading decisions. Each of G/J Trading Vehicle, H/J Trading Vehicle and I/J Trading Vehicle entered into advisory agreements with Graham Capital Management, LP (“Graham”), Bridgewater Associates, Inc. (“Bridgewater”) and Eagle Trading Systems Inc. (“Eagle”), respectively (the “Trading Advisors”), to make the trading decisions for each respective Trading Vehicle. Graham traded 100% of the assets of G/J Trading Vehicle pursuant to Graham’s Global Diversified Program at 150% Leverage, which was a technical, systematic, global macro program. Bridgewater traded 100% of the assets of H/J Trading Vehicle pursuant to Bridgewater’s Aggressive Pure Alpha Futures Only – A No Benchmark program, which was a fundamental, systematic, global macro program. Eagle traded 100% of the assets of I/J Trading Vehicle pursuant to Eagle’s Momentum Program, which was a technical, systematic, global macro program. The advisory agreements could have been terminated for various reasons, including at the discretion of the Trading Vehicles. The Trading Vehicles were allocated 100% of the proceeds from the initial and continuous offering of Registrant to the Trading Advisors.
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G/J Trading Vehicle paid Graham a monthly management fee equal to 1/12 of 2.5% (2.5% annually) of such Trading Vehicle’s Net Asset Value. H/J Trading Vehicle paid Bridgewater a monthly management fee equal to 1/12 of 3.0% (3.0% annually) of such Trading Vehicle’s Net Asset Value. I/J Trading Vehicle paid Eagle a monthly management fee equal to 1/12 of 2.0% (2.0% annually) of such Trading Vehicle’s Net Asset Value. Each Trading Vehicle also paid the Trading Advisors an incentive fee of 20% of New High Net Trading Profits (as defined in the applicable Advisory Agreement) generated by such Trading Vehicle. Incentive fees accrued monthly and were paid quarterly in arrears.
Effective May 1, 2007, Registrant withdrew as a member of the H/J Trading Vehicle and the I/J Trading Vehicle and re-allocated the assets to managed accounts in the name of Registrant (“Managed Accounts”). The assets that Registrant allocated to the I/J Trading Vehicle were re-allocated to a managed account managed by Eagle pursuant to its Momentum Program. The assets that Registrant withdrew from the H/J Trading Vehicle were re-allocated to a managed account managed by Ortus Capital Management Limited (“Ortus”) pursuant to its Major Currency Program. The H/J Trading Vehicle and I/J Trading Vehicle were dissolved effective as of April 30, 2007.
Effective December 31, 2007, Registrant withdrew as a member of the G/J Trading Vehicle and re-allocated the assets to a managed account in the name of Registrant managed by Graham pursuant to its Global Diversified Program at 150% Leverage. The G/J Trading Vehicle was dissolved effective as of December 31, 2007.
Registrant pays Graham a monthly management fee equal to 1/12 of 2.5% (2.5% annually) of the assets allocated to Graham for trading and an incentive fee of 20% of the “New High Net Trading Profits” achieved by Graham with respect to the assets allocated to it. Registrant pays Eagle a monthly management fee equal to 1/12 of 2.0% (2.0% annually) of the assets allocated to Eagle for trading and an incentive fee of 20% of the New High Net Trading Profits achieved by Eagle with respect to the assets allocated to it. Registrant pays Ortus a monthly management fee equal to 1/12 of 2.0% (2.0% annually) of the assets allocated to Ortus for trading and an incentive fee of 20% of the New High Net Profits achieved by Ortus with respect to the assets allocated to it. See Note 10 of the Registrant’s financial statements included as Item 1 of this Form 10-Q for details on additional trading advisors that the Registrant allocated assets to through managed accounts subsequent to Second Quarter 2009.
Competition
The Managing Owner and its affiliates have formed, and may continue to form, various entities to engage in the speculative trading of futures, forward and options contracts which have certain of the same investment policies as Registrant.
Registrant is an open-end fund, which solicits the sale of additional Limited Interests on a monthly basis until the maximum amount of Limited Interests being offered by Registrant have been sold. As such, Registrant may compete with other entities, whether or not formed by the Managing Owner, to attract new participants. In addition, to the extent that the Trading Advisor recommends similar or identical trades to Registrant and other accounts that it manages, Registrant may compete with those accounts for the execution of the same or similar trades, as well as with other market participants.
Employees
Registrant has no employees. Management and administrative services for Registrant are performed by the Managing Owner or third parties pursuant to the Trust Agreement, as further discussed in Notes 3, 4, 5 and 6 of Registrant’s financial statements included in its annual report for the year ended December 31, 2008 (“Registrant’s 2008 Annual Report”), which is filed as an exhibit to Registrant’s Form 10-K for the fiscal year ended December 31, 2008.
Critical Accounting Policies
Preparation of the financial statements and related disclosures in compliance with accounting principles generally accepted in the United States of America requires the application of appropriate accounting rules and guidance. Applying these policies requires the Managing Owner to make judgments, estimates and assumptions in connection with the preparation of Registrant’s financial statements. Actual results may differ from the estimates used.
The Managing Owner has evaluated Registrant’s financial statements and related disclosures and has determined that the policies discussed below are critical accounting policies because they involve estimates, judgments and assumptions that are particularly complex, subjective or uncertain. For a further discussion of Registrant’s significant accounting policies, see Note 2 to Registrant’s financial statements for the year ended December 31, 2008, which was included in the annual report on Form 10-K for the fiscal year ended December 31, 2008.
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The valuation of Registrant’s investments that are not traded on a United States (“US”) or internationally recognized futures exchange is a critical accounting policy. The market values of futures (exchange traded) contracts is verified by Registrant’s administrator, which obtains valuation data from third party data providers such as Bloomberg, Reuters, and or Super Derivatives and compares those prices with Registrant’s clearing broker. The market value of currency swap and forward (non-exchange traded) contracts is extrapolated on a forward basis from the spot prices quoted as of 4 pm on the last business day of the reporting period. All values assigned by the administrator and confirmed by the Managing Owner are final and conclusive as to all of Registrant’s Unitholders. As such, if actual results vary from estimates used, they are not anticipated to have a material impact on the financial statements and related disclosures.
Registrant records all investments at fair value in its financial statements, with changes in fair value reported as a component of Trading Profits (Losses) in the Condensed Statements of Operations. Generally, fair values are based on quoted market prices; however, in certain circumstances, significant judgments and estimates are involved in determining fair value in the absence of an active market closing price. Registrant considers prices for exchange traded commodity futures and options contracts to be based on quoted prices in active markets for identical assets (Level 1). The values of forwards, swaps, and certain option contracts for which market quotations are not readily available are priced by Super Derivatives, Bloomberg, Reuters, and/or other third party data providers who derive fair values for those assets from observable inputs (Level 2). Level 3 inputs reflect Registrant’s assumptions that it believes market participants would use in pricing the asset or liability. Registrant develops Level 3 inputs based on the best information available in the circumstances, which may include indirect correlation to a market value, combinations of market values or Registrant’s proprietary data. Level 3 inputs generally include information derived through extrapolation or interpolation of observable market data.
In September 2006, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 157 (“SFAS 157”), “Fair Value Measurements”. SFAS 157 requires use of a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels: quoted market prices in active markets for identical assets and liabilities (Level 1), inputs other than quoted market prices that are observable for the asset or liability, either directly or indirectly (Level 2), and unobservable inputs for the asset or liability (Level 3). SFAS 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007.
Registrant adopted SFAS 157 in the first quarter of 2008. The adoption of SFAS 157 had no impact to the investments in the Registrant’s financial statements. Of its unrealized gains at June 30, 2009, $582,205 or 32.26% of Registrant’s investments are classified as Level 1 and $1,222,361 or 67.74% as Level 2. Of its unrealized gains (losses) at December 31, 2008, $660,900 or (61.37) % of Registrant’s investments are classified as Level 1 and $(1,737,730) or 161.37% as Level 2. There are no Level 3 investments on June 30, 2009 or December 31, 2008.
In October 2008, the FASB issued FASB Staff Position FAS 157-3, “Determining the Fair Value of a Financial Asset When the Market for That Asset Is Not Active” (“FSP FAS 157-3”). FSP FAS 157-3 clarified the application of SFAS 157. FSP FAS 157-3 demonstrated how the fair value of a financial asset is determined when the market for that financial asset is inactive. FSP FAS 157-3 was effective upon issuance, including prior periods for which financial statements had not been issued. The Managing Owner evaluated the impact of adopting FSP FAS 157-3 and its impact on the Registrant’s financial statements. The adoption of this standard did not have an impact on the Registrant’s financial statements.
In April 2009, the FASB issued FASB Staff Position FAS 157-4, “Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly” (“FSP FAS 157-4”).
FSP FAS 157-4 clarified the application of SFAS 157. FSP FAS 157-4 provides additional guidance for how the fair value of a financial asset or liability is determined when the volume and level of activity for the asset or liability have significantly decreased and on identifying circumstances that indicate a transaction is not orderly. FSP FAS 157-4 is effective for interim and annual periods after June 15, 2009, with early adoption permitted for periods ending after March 15, 2009, and is to be applied prospectively. The Registrant adopted FSP FAS 157-4 effective January 1, 2009. As required, the Registrant also adopted FSP FAS 115-2 and FAS 124-2, “Recognition and Presentation of Other-Than-Temporary Impairments,” effective January 1, 2009. The Managing Owner evaluated the impact of adopting FSP FAS 157 and FSP FAS 115-2 and FAS 124-2 and their impact on Registrant’s financial statements. The adoption of these standards did not have an impact on Registrant’s financial statements.
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In April 2007, the FASB released FASB Staff Position FIN 39-1 “Offsetting of Amounts Related to Certain Contracts” (“FSP FIN
39-1”). FSP FIN 39-1 requires that offsetting of assets and liabilities in the balance sheet is improper except where a right of setoff exists. The application of FIN 39-1 is required for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years. The Managing Owner evaluated the impact of adopting FSP FIN 39-1 and its impact on the Registrant’s financial statements. The adoption of this standard did not have an impact on the Registrant’s financial statements.
In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities – an amendment of FASB Statement No. 133” (“SFAS 161”). SFAS 161 establishes, among other things, the disclosure requirements for derivative instruments and for hedging activities. SFAS 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. The Managing Owner evaluated the impact of adopting SFAS 161 and its impact on the Registrant’s financial statements. The adoption of this standard did not have an impact on the Registrant’s financial statements.
In June 2009, the FASB issued SFAS No. 167, “Amendments to FASB Interpretation No. 46(R)” (“SFAS 167”), which modifies how a company determines when an entity that is insufficiently capitalized or is not controlled through voting (or similar rights) should be consolidated. SFAS 167 clarifies that the determination of whether a company is required to consolidate an entity is based on, among other things, an entity’s purpose and design and a company’s ability to direct the activities of the entity that most significantly impact the entity’s economic performance. SFAS 167 requires an ongoing reassessment of whether a company is the primary beneficiary of a variable interest entity. SFAS 167 also requires additional disclosures about a company’s involvement in variable interest entities and any significant changes in risk exposure due to that involvement. SFAS 167 is effective for fiscal years beginning after November 15, 2009 and is effective for the Registrant on January 1, 2010. The Managing Owner is evaluating the impact of adopting SFAS 167 and its impact on the Registrant’s financial statements.
Liquidity and Capital Resources
Registrant commenced operations on December 1, 2005 with gross proceeds of $31,024,443 allocated to commodities trading. Additional contributions raised through the continuous offering of limited interests (“Limited Interests”) and general interests (“General Interests” or “Managing Owner Interests” and, together with the Limited Interests, “Interests” or “Unitholders”) of beneficial ownership in Registrant for the period from December 1, 2005 (commencement of operations) to June 30, 2009 resulted in additional gross proceeds to Registrant of $120,983,362.
For Second Quarter 2009 and the six months ended June 30, 2009 (“Year-To-Date 2009”), subscriptions of Limited Interests were $4,591,144 and $8,903,778, respectively. For Second Quarter 2008 and the period January 1, 2008 to June 30, 2008 (“Year-To-Date 2008”), subscriptions of Limited Interests were $13,291,991 and $20,522,632, respectively.
For Second Quarter 2009 and Year-To-Date 2009, there were no subscriptions of General Interests. For Second Quarter 2008 and Year-To-Date 2008, subscriptions of General Interests were $130,000 and $175,039, respectively.
Interests in Registrant may be redeemed on a monthly basis, but are subject to a redemption fee if transacted within one year of the effective date of purchase for Class I shares. Redemptions of Limited Interests for Second Quarter 2009 and Year-To-Date 2009 were $7,864,319 and $14,053,117, respectively. Redemptions of Limited Interests for Second Quarter 2008 and Year-To-Date 2008 were $1,100,811 and $2,533,072, respectively.
There were no redemptions of General Interests for Second Quarter 2009, Year-To-Date 2009, Second Quarter 2008 or Year-To-Date 2008.
At June 30, 2009, approximately 100% of Registrant’s net assets were allocated to commodities trading. A significant portion of Registrant’s net assets was held in cash, which was used as margin for trading in commodities. In as much as the sole business of Registrant is to trade in commodities, Registrant continues to own such liquid assets to be used as margin. The clearing brokers and bank credit Registrant with interest income on 100% of its average daily equity maintained in its accounts with the clearing brokers and bank during each month at competitive interest rates.
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The commodities contracts may be subject to periods of illiquidity because of market conditions, regulatory considerations and other reasons. For example, commodity exchanges limit fluctuations in certain commodity futures contract prices during a single day by regulations referred to as “daily limits.” During a single day, no trades may be executed at prices beyond the daily limit. Once the price of a futures contract for a particular commodity has increased or decreased by an amount equal to the daily limit, positions in the commodity can neither be taken nor liquidated unless traders are willing to effect trades at or within the limit. Commodity futures prices have occasionally moved the daily limit for several consecutive days with little or no trading. Such market conditions could prevent Registrant from promptly liquidating its commodity futures positions.
Since Registrant’s business is to trade futures and forward contracts, its capital is at risk due to changes in the value of these contracts (market risk) or the inability of counterparties to perform under the terms of the contracts (credit risk). Registrant’s exposure to market risk is influenced by a number of factors including the volatility of interest rates and foreign currency exchange rates, the liquidity of the markets in which the contracts are traded and the relationships among the contracts held. The inherent uncertainty of Registrant’s speculative trading as well as the development of drastic market occurrences could result in losses considerably beyond Registrant’s experience to date and could ultimately lead to a loss of all or substantially all of investors’ capital. The Managing Owner attempts to minimize these risks by requiring Registrant and the Trading Advisors to abide by various trading limitations and policies, which include limiting margin amounts, trading only in liquid markets and permitting the use of stop loss provisions. See Note 9 to Registrant’s financial statements for the year ended December 31, 2008, which is filed as an exhibit to Registrant’s annual report on Form 10-K for the fiscal year ended December 31, 2008 for a further discussion on the credit and market risks associated with Registrant’s futures and forward contracts.
Registrant does not have, nor does it expect to have, any capital assets.
Market Overview
Following is a market overview for Second Quarter 2009 and Second Quarter 2008:
Second Quarter 2009
The second quarter of 2009 displayed snippets of evidence that the US economy had bottomed but the problem remained that two key areas, housing and employment, showed only modest indications of a turnaround. US economic metrics were far from optimistic during the quarter as the unemployment rate rose to 9.5%, and many market participants believe it is possible that it will climb above the double-digit mark during the second-half of 2009. Since December 2007, the US lost approximately 6.5 million jobs, of which 1.3 million were lost in the past quarter. As for the stimulus packages, they are making their way into the economy, but at a snail’s pace. The third quarter could see a larger macro impact.
US Treasury yields steepened through most of the quarter. In May, a downward less-than-expected revision of the first quarter GDP encouraged risk taking and the yield curve hinted the economy was in a recovery cycle. The June Federal Open Market Committee meeting indicated that the Fed would maintain an accommodative policy through year end and they expressed little concern on inflation. While the yield curve still indicates the economy is in recovery mode, it does not foreshadow a quick “V” shaped recovery but rather an extended “U” pattern. The Federal Reserve kept rates at 0 to 25 basis points through the quarter. The Bank of England and the Bank of Japan (“BOJ”) kept key rates unchanged through the quarter as well. Japan continued in a recession during the quarter but, as in the US and Eurozone, the worst appears to be over. After being criticized for lowering rates only 25 basis points in April, the European Central Bank (“ECB”) cut rates by another 25 basis points to 1.00% in May. Jean Claude Trichet, ECB president, made it apparent they were likely finished cutting rates for the near future.
The US Dollar Index ended the quarter with a loss of approximately 5%. The US currency survived calls from Russia and the other BRIC nations for a so-called “supranational” currency. An increased appetite for risk weighed on the dollar for much of the quarter, although that appeared to lessen toward the end of June. After being annihilated in the first quarter, the pound managed a solid recovery on indications that UK housing may have bottomed. The euro finished the second quarter up approximately 6% on the dollar. The Japanese yen ended the quarter up overall and the BOJ continued to engage in heavy stimulus activity.
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It was a positive overall quarter for global equities, however, US equities lost some ground in June in what appeared to be a correction due to concerns surrounding consumers, housing and employment. Energy and financial stocks led the US rally as the Dow Jones Industrial Average, S&P 500 and NASDAQ all gained approximately 11%, 15% and 20%, respectively, for the quarter. A similar pattern unfolded in Europe with modest losses in June within solid quarterly performance. The STOXX 600, a broad measure of European equities, rose approximately 16% during the quarter. The CAC and the DAX closed the quarter with gains as well. In Asia, the Nikkei jumped over 22% as concerns surrounding North Korea’s nuclear program served as only brief interruptions. The particularly volatile Hang Seng rose approximately 23%, while the Australian All Ordinaries Index and Korea’s Kospi rallied as well. Russian stocks recovered as the quarter progressed in a rally that began at the end March. Improved oil prices were a primary motivator of the turnaround.
Crude followed movements of the equity markets, offsetting ongoing demand destruction, which seems to have been discounted by the market. In addition, the weakening US dollar, “economic optimism” based on Asian and US data, continued disruption of output by rebel groups in Nigeria and Chinese stockpiling fueled crude’s rally as it surged approximately 44% within the Dow Jones-UBS Commodity Index (“DJUBS”) during the quarter. For natural gas, temperatures ran cool in key consuming regions, keeping demand in check. Heating oil ended the quarter with an approximate 28% gain within the DJUBS. Reformulated gasoline had a strong quarter as gasoline at the pump continued to rise but demand still ran down 2.5% from last year. With supplies more than 22% ahead of last year and storage facilities full, natural gas finished the quarter up only 4% within the DJUBS.
Reduced global financial market fears diminished flight-to-safety demand for gold during the second quarter as gold finished relatively flat for the quarter. Silver closed out the period with an approximate 5% gain as jewelry demand was quiet, although there was a slight increase in India’s purchases. China was a periodic buyer. Base metals witnessed overall gains across the board in the quarter, mainly attributable to China’s strategic commodity re-stocking, the weaker US dollar, investment demand and economic optimism. Profits of over 52%, 22%, 18% and 17% for nickel, copper, zinc and aluminum, respectively, within the DJUBS, were showcased through the quarter.
Fear that the H1N1 Influenza (Swine Flu) would somehow be spread overseas from pork products originating in the U.S. led to bans on US pork products, resulting in an approximate 2% loss within the DJUBS during the quarter. For the first half of the quarter, cotton prices reacted bullishly to the uncertain weather conditions and the quarter ended up approximately 15% within the DJUBS. Planting time fears saw grain prices rally in April and May, hitting a nine month high due to the overly wet conditions, which kept farmers from getting their steel in the field. However, once conditions dried out and forecasts for more spring-like weather were predicted, all the upside gains were given back during the month of June as the USDA Planting Acreage Report rattled the agricultural markets. The downside effect on soybeans was not quite as pronounced, however, as this crop can be planted later in the season with much less attributable yield loss. Sugar ended the quarter with profits of over 32% within the DJUBS as prices were driven higher by steady demand patterns out of India, the world’s biggest consumer; changing global weather patterns which threatened production in Brazil, the world’s largest producer; investment interest and a weak US dollar. Coffee finished the quarter up approximately 2% within the DJUBS, attributable to a weak dollar, solid technicals and the relief from a threat of adverse weather.
Second Quarter 2008
While the US may not be in the “official” definition of recession, the tone of the economy was clearly recessionary like in the second quarter 2008, to an even greater degree than in the first quarter. Liquidity problems persisted and concern surrounding the viability of a number of financial institutions pervaded the atmosphere even after the Federal Reserve (“Fed”) bailout of Bear Stearns & Co. Inc in mid March. Inflation jitters appeared to increase throughout the quarter as crude oil surged over $140 per barrel (“pb”) and food costs increased significantly.
The spread between 10-year treasury notes and inflation-indexed securities, which measures the expected rate of inflation, steadily increased to over 2.5% at the end of June from roughly 2.3% in March. On a slightly positive note, the overall condition and liquidity within the credit markets appeared to improve at least marginally. The Federal Open Market Committee (“FMOC”) appeared to end its rate cut cycle at its June meeting. However, at this point the FMOC does not appear ready to initiate imminent rate increases as reflected in the statement from the June meeting, where the Fed displayed a clear concern for inflationary pressures but at the same time warned of a weakening economy and existing threats to global liquidity. Treasury yields moved steadily higher for much of the quarter before falling back slightly during the final half of June.
The employment picture worsened dramatically as the quarter developed, including an approximate 62,000 decline in June non-farm payroll as the unemployment rate rose to 5.5% versus 5.1% from the first quarter. In addition, weekly unemployment claims surged at the end of June. As for housing, it remains in a highly depressed state with
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no indication of a bottom in 2008. Manufacturing was mostly challenged with regional data from the New York, Chicago and Philly Fed showing weakness throughout the quarter. On the inflation front, both the Consumer Price Index and Producer Price Index rose during the quarter. The core measures of these indices were slightly more controlled but the energy component stoked inflationary fears. The first quarter Gross Domestic Product was revised up to 1.0% from 0.9% and the second quarter appeared to be tracking between 0.5% and 1.2% at the close of the period.
Currencies:The US dollar remained under pressure during much of June but towards the close of the quarter the dollar displayed some modest strength as both the Treasury and the Fed aggressively nudged a strong dollar policy. There were hints of intervention but none has been forthcoming. Overall for the quarter the euro was still up, closing the quarter over $1.58. The British pound rose to $1.99 as both the euro and pound appear to have put in tops. The Bank of Japan seems to be in a steady holding pattern. The People’s Bank of China extended its long running tight monetary policy and the dollar saw further gains to the yuan in June, extending its streak to twelve consecutive quarters of gains to the yuan. The Canadian dollar rose slightly in the second quarter while the Australian dollar was near a twenty-five year high. Meanwhile, the New Zealand dollar was down for the quarter, taking it to a slight year to date loss.
Energies:It was yet another record quarter for the energy sector. Front month crude hit a record high trading level on June 30 over $143 pb and ended the quarter up over 37%. The de-leveraging pressure noted in the first quarter was noticeably absent in the second quarter, while geopolitical concerns surrounding Nigeria, Israel/Iran and Venezuela persisted. However, supply/demand fundamentals held strong and Congress has not yet engaged in any meaningful legislation to curb speculation. China lifted some subsidies on petroleum in an effort to curb consumption. Reformulated gasoline rose despite clear evidence of at least modest demand destruction in the US. Gasoline futures have risen over 30% for the year to date within the Dow Jones AIG Index. Heating oil advanced to end the period and has surged over 50% year to date. Refining margins remain lean, lessening incentive to produce. The price of domestic natural gas surged from the first quarter and has rallied over 70% for the year. The Department of Energy’s natural gas supplies are down from last year and are below the five year average.
Agriculturals:Through the April and May planting period, the corn market traded within a modest range. Excessive precipitation across the central corn and bean belt resulted in planting delays, which in turn allowed prices to rally to a new, all time record high. For the entire second quarter, soybean prices moved higher in opposition to the Chicago Board of Trade Open Interest report. Prices closed the quarter approximately 50% higher while open interest fell. Global soybean demand remains practically insatiable, especially from the Peoples Republic of China. Wheat prices continued to return rocketing gains, a result of rampant corn prices and questionable crop prospects. In addition, the break in the record-setting Australian drought is as responsible as any single event in easing the global concerns of a feed grain shortage. Cotton prices gyrated wildly throughout the second quarter, while moving in a generally lower direction.
Indices:It was a difficult quarter for equities across the globe and the US was certainly no exception as it extended first quarter losses. Many of the same factors that weighed on sentiment in the first quarter were operative again in the second quarter. Financials were particularly weak as credit/liquidity concerns pervaded the atmosphere. Surging petroleum prices were an almost daily drag. The technology sector outperformed most other sectors and airlines and other energy sensitive area were challenged. This resulted in a second quarter loss of over 7% for the Dow Jones Industrial Index, taking the losses to over 14% year to date. The S&P 500 fell approximately 3% during the quarter as is down over 13% for the year. The NASDAQ fell just under 1% during the three months.
European equities had their worst quarterly performance in six years during the first quarter and the second quarter was another debacle. A hawkish European Central Bank (“ECB”) and mostly lackluster economic data from Germany, France, Italy and the UK kept prices on the defensive. In addition, the credit crunch and liquidity concerns were even more apparent during the second quarter with little sign of improvement. The German DAX lost over 2% to end the quarter following a 19% slide from the first quarter. The French CAC fell more than 6% after losing nearly 16% in the first quarter. London’s FTSE continued to struggle in the second quarter and posted an approximate 2% loss following the over 11% loss from the first quarter. Weakness in financials was particularly negative for the UK market. The Bank of England was not nearly as hawkish as the ECB and many market participants are looking for a rate cut later in the year.
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Volatility continued to dominate the Asian equity markets during the period. Lackluster economic data within Japan and Asia in general weighed on sentiment and the weakness in US markets also served as a drag. In Hong Kong, the Hang Seng Index fell over 3% and in South Korea the Kospi Index slumped over 6%, with particular weakness in the end of the quarter. The New Zealand All Ordinaries Index experienced losses of almost 12% for quarter.
Metals:Geopolitical factors, concerns surrounding the global financial system, inflation fears and plunging global equities enticed demand for gold and metals in general. Gold saw a mixed picture during April and May but rebounded to gain approximately 4% in June, resulting in a slight overall gain for the quarter. As usual, silver followed suit on its parasitic role and ended the quarter with overall positive performance. Platinum prices increased as well and closed the quarter with a year-to-date gain above 35%.
With growing evidence of global economic malaise, base metals turned in mixed performance for the quarter. Global exchange warehouse inventories remain low for copper but the metal ended with positive quarterly performance. Aluminum finished June with strong performance for the quarter; however, zinc, nickel, lead and tin had overall negative performance for the period.
Softs and Livestock:Sugar advanced during the quarter with better than a 16% overall gain in June. Soaring input costs and years of low prices have led to lower production and some analysts are forecasting even lower production in 2009. The weak dollar was supportive of sugar, as well as other softs, throughout most of the quarter. Cocoa prices roared, closing up over 35%. Poor quality crops in much of West Africa, including the Ivory Coast, have helped support the rally. In addition, political tensions growing once again in the Ivory Coast, which produces about 40% of the world’s cocoa, are threatening to thwart production. Coffee posted solid gains during the quarter as well.
After lagging badly in the first quarter, live cattle prices joined the commodity train with an approximate 15% surge in the second quarter. Improved demand, shrinking supplies and high corn prices, which curbed herd size, were all attributable to the overall positive performance. Live hog prices capped the quarter with improved prices but are still down over 16% year to date within the Dow Jones AIG Index.
Sector Performance
Due to the nature of Registrant’s trading activities, a period-to-period comparison of its trading results is not meaningful. However, a discussion of Registrant’s trading results for the major sectors in which Registrant traded for Second Quarter 2009 and Second Quarter 2008 are presented below.
Second Quarter 2009
Currencies: (+) Registrant experienced a majority of its gains in the Australian and Canadian dollars, British pound, Mexican peso and South African rand. The majority of losses were experienced in the euro and Japanese yen.
Energies: (+) Registrant experienced gains in crude, Brent crude and reformulated gasoline. The majority of losses were experienced in gas oil and heating oil.
Grains: (+) Registrant experienced gains in soybeans and corn. The majority of losses were experienced in wheat and cotton.
Indices: (+) Registrant experienced a majority of its gains in the Hang Seng, Taiwan Index, Nikkei and Nasdaq. Losses were incurred in the DAX, CAC, and DJ STOXX.
Interest Rates: (+) Registrant experienced a majority of its gains in Japanese Government Bonds and 10-year Australian Bonds. The majority of losses were experienced in the German Bobl, German Bund and 2-year German Bonds.
Meats: (-)Registrant experienced losses in live cattle.
Metals: (+) Registrant experienced gains in copper and lead. Losses were incurred in gold, zinc and aluminum.
Softs: (-)Registrant experienced gains in sugar. Losses were incurred in coffee and cocoa.
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Second Quarter 2008
Currencies: (+) Registrant experienced a majority of its gains in the Australian dollar, Swiss franc, Turkish lira, Mexican peso, Hungarian forint, South African rand and British pound. The majority of losses were experienced in the Canadian dollar and Japanese yen.
Energies: (+) Registrant experienced gains in brent crude, crude oil, gas oil, heating oil and natural gas. There were no losses incurred for the sector.
Grains: (+) Registrant experienced a majority of its gains in corn, soybeans and soybean meal. Losses were experienced in cotton and wheat.
Indices: (-)Registrant experienced losses in the NASDAQ, the S&P 500 and the Nikkei. A majority of its gains were made in the CAC 40 Index, Dow Jones STOXX 50 and the Hang Seng Index.
Interest Rates: (+) Registrant experienced a majority of its gains in the German Bund and Bobl, London Gilts and Euribor. The majority of losses were experienced in U.S. Treasury Notes and Bonds, Japanese Government Bonds and Eurodollars.
Meats: (-)Registrant experienced losses in live cattle. No gains were experienced overall for the sector during the quarter.
Metals: (-)Registrant experienced losses in gold, silver, copper and aluminum. Gains were made in zinc.
Softs: (+) Registrant experienced gains in coffee and cocoa. Losses were experienced in sugar.
Results of Operations
The net asset value (“Net Asset Value”) per Interest of Class I as of June 30, 2009 was $125.23, an increase of 3.86% from the December 31, 2008 Net Asset Value per Interest of $120.57 and an increase of 10.40% from the March 31, 2009 Net Asset Value per Interest of $113.43. The Net Asset Value per Interest of Class I as of June 30, 2008 was $123.17, an increase of 16.86% from the December 31, 2007 Net Asset Value per Interest of $105.40 and an increase of 4.78% from the March 31, 2008 Net Asset Value per Interest of $117.55.
The Net Asset Value per Interest of Class II as of June 30, 2009 was $129.48, an increase of 4.94% from the December 31, 2008 Net Asset Value per Interest of $123.39 and an increase of 10.98% from the March 31, 2009 Net Asset Value per Interest of $116.67. The Net Asset Value per Interest of Class II as of June 30, 2008 was $124.79, an increase of 17.99% from the December 31, 2007 Net Asset Value per Interest of $105.76 and an increase of 5.29% from the March 31, 2008 Net Asset Value per Interest of $118.52.
Past performance is not necessarily indicative of future results.
Registrant’s trading gains before commissions and related fees during Second Quarter 2009 and Year-To-Date 2009 were approximately $15,745,000 and $10,429,000, respectively. Registrant’s trading gains before commissions and related fees during Second Quarter 2008 and Year-To-Date 2008 were approximately $8,270,000 and $21,206,000, respectively.
Registrant’s average net asset level increased during Second Quarter 2009 and Year-To-Date 2009 in comparison to Second Quarter 2008 and Year-To-Date 2008 primarily due to positive trading performance and subscriptions. Registrant’s average net asset level increased during Second Quarter 2008 and Year-To-Date 2008 in comparison to Second Quarter 2007 and Year-To-Date 2007 primarily due to the effect of subscriptions and positive trading performance.
Interest income is earned on the average daily equity maintained with the clearing broker or bank at competitive interest rates. Therefore, interest income varies monthly according to interest rates, trading performance, contributions and redemptions. Interest income during Second Quarter 2009 and Year-To-Date 2009 were approximately $1,000 and $21,000, respectively, a decrease of approximately $306,000 and $570,000, respectively, as compared to Second Quarter 2008 and Year-To-Date 2008, primarily due to declining interest rates which more than offset the increases in average net asset levels discussed above. Interest income during Second
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Quarter 2008 and Year-To-Date 2008 was approximately $307,000 and $591,000, respectively, a decrease of approximately $494,000 and $1,033,000, respectively, as compared to Second Quarter 2007 and Year-To-Date 2007, primarily due to declining interest rates which more than offset the increases in average net asset levels discussed above.
Commissions and other transaction fees consist of National Futures Association, exchange and clearing fees as well as floor brokerage costs and give-up charges, which are based on the number of trades the Trading Advisor executes, as well as which exchange, clearing firm or bank on, or through, which the contract is traded. Commissions and other transaction fees during Second Quarter 2009 and Year-To-Date 2009 were approximately $141,000 and $245,000, respectively, an increase of approximately $77,000 and $122,000, respectively, as compared to Second Quarter 2008 and Year-To-Date 2008, primarily due to increased average net asset levels discussed above. Commissions and other transaction fees during the Second Quarter 2008 and Year-To-Date 2008 were approximately $64,000 and $123,000, respectively, a decrease of approximately $33,000 and $65,000, respectively, as compared to Second Quarter 2007 and Year-To-Date 2007, primarily due to the replacement in May 2007 of a futures based trading advisor (Bridgewater) with a foreign exchange based trading advisor (Ortus) that incurs lower trading costs.
Management fees to the Trading Advisors are calculated on the net assets in the managed accounts at the beginning of each month and, therefore, affected by monthly trading performance, contributions and redemptions. Management fees to the Trading Advisors during Second Quarter 2009 and Year-To-Date 2009 were approximately $680,000 and $1,347,000, respectively, an increase of approximately $88,000 and $258,000, respectively, as compared to Second Quarter 2008 and Year-To-Date 2008, primarily due to increased average net asset levels discussed above. Management fees to the Trading Advisors during Second Quarter 2008 and
Year-To-Date 2008 were approximately $592,000 and $1,089,000, respectively, an increase of approximately $180,000 and $248,000, respectively, as compared to Second Quarter 2007 and Year-To-Date 2007, primarily due to increased average net asset levels discussed above.
Registrant pays the Managing Owner a management fee calculated on Registrant’s Net Asset Value at the beginning of each month, and therefore, such fee is affected by monthly trading performance, contributions and redemptions. Management fees to the Managing Owner during Second Quarter 2009 and Year-To-Date 2009 were approximately $151,000 and $306,000, respectively, an increase of approximately $19,000 and $66,000, respectively, as compared to Second Quarter 2008 and Year-To-Date 2008, primarily due to increased average net asset levels discussed above. Management fees to the Managing Owner during Second Quarter 2008 and
Year-To-Date 2008 were approximately $132,000 and $240,000, respectively, an increase of approximately $45,000 and $65,000, respectively, as compared to Second Quarter 2007 and Year-To-Date 2007, primarily due to increased average net asset levels discussed above.
Incentive fees, which are based on the “New High Net Trading Profits” (as defined in the Advisory Agreements) generated by the Trading Advisors, are accrued monthly and are ultimately determined as of the close of business on the last business day of each calendar quarter. Incentive fees during Second Quarter 2009 and Year-To-Date 2009 were approximately $1,441,000 and $1,443,000, respectively. Incentive fees during Second Quarter 2008 and Year-To-Date 2008 were approximately $1,482,000 and $3,527,000, respectively.
Registrant pays a service fee (“Service Fee”) with respect to Class I Units, monthly in arrears, equal to 1/12 of 2% (2% per annum) of the Net Asset Value per Unit of the outstanding Class I Units as of the beginning of the month. The service fee is paid directly by Registrant to the selling agent, Kenmar Securities Inc. (“Selling Agent”), an affiliate of the Managing Owner. The Selling Agent is responsible for paying all service fees owed to the correspondent selling agents, who are entitled to receive from the Selling Agent an initial service fee equal to 2% of the initial Net Asset Value per Unit of each Class I Unit sold by them, payable on the date such Class I Units are purchased and, commencing with the 13th month after the purchase of a Class I Unit, an ongoing monthly service fee equal to 1/12th of 2% (2% per annum) of the Net Asset Value per Unit as of the beginning of the month of the Class I Units sold by them. See Note 10 of Registrant’s financial statements included as Item 1 of this Form 10-Q for changes to Service Fee payments subsequent to Second Quarter 2009. All Unitholders will also pay the Selling Agent a monthly sales commission (“Sales Commission”) equal to 1/12 of 1% (1% annually) of the Net Asset Value of the outstanding Units as of the beginning of each month. Service Fees and Sales Commissions during the Second Quarter 2009 were approximately $534,000 and $346,000, respectively, an increase of approximately $73,000 and $82,000, respectively, as compared to Second Quarter 2008, and during Year-To-Date 2009 were approximately $1,077,000 and $656,000, respectively, an increase of approximately $223,000 and $176,000, respectively, as compared to Year-To-Date 2008, primarily due to increased average net asset levels discussed above. Service Fees and Sales
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Commissions during the Second Quarter 2008 were approximately $461,000 and $264,000, respectively, an increase of approximately $135,000 and $90,000, respectively, as compared to Second Quarter 2007, and during Year-To-Date 2008 were approximately $854,000 and $480,000, respectively, an increase of approximately $196,000 and $131,000, respectively, as compared to Year-To-Date 2007, primarily due to increased average net asset levels discussed above.
Operating expenses include accounting, audit, registrar, and transfer agent, tax and legal fees as well as printing and postage costs related to reports sent to Limited Owners. Operating expenses during Second Quarter 2009 and Year-To-Date 2009 were approximately $163,000 and $320,000, respectively. Operating expenses during Second Quarter 2008 and Year-To-Date 2008 were approximately $185,000 and $353,000, respectively.
Offering costs are advanced by the Managing Owner and subject to reimbursement by Registrant, subject to certain limitations. For a further discussion of these payments, see Registrant’s financial statements for the year ended December 31, 2008, which is filed as an exhibit to Registrant’s annual report on Form 10-K for the year ended December 31, 2008. Offering costs reimbursed by Registrant to the Managing Owner during Second Quarter 2009 and Year-To-Date 2009 were approximately $93,000 and $221,000, respectively, a decrease of approximately $283,000 and $263,000, respectively, as compared to Second Quarter 2008 and Year-To-Date 2008, primarily due to a one-time accounting adjustment in April 2008 which more than offset the increase in average net asset levels discussed above. Offering costs reimbursed by Registrant to the Managing Owner during the Second Quarter 2008 and Year-To-Date 2008 were approximately $376,000 and $484,000, respectively, an increase of approximately $289,000 and $309,000, respectively, as compared to Second Quarter 2007 and Year-To-Date 2007, primarily due to increased average net asset levels discussed above.
Inflation
Inflation has had no material impact on the operations or on the financial condition of Registrant from inception through June 30, 2009.
Off-Balance Sheet Arrangements and Contractual Obligations
As of June 30, 2009, Registrant had not utilized special purpose entities to facilitate off-balance sheet financing arrangements and has no loan guarantee arrangements or off-balance sheet arrangements of any kind other than agreements entered into in the normal course of business, which may include indemnification provisions related to certain risks service providers, such as our accountants, undertake in performing services which are in the best interests of Registrant. While Registrant’s exposure under such indemnification provisions cannot be estimated, these general business indemnifications are not expected to have a material impact on Registrant’s financial position.
Registrant’s contractual obligations are with the Managing Owner, the Trading Advisors and commodity brokers. Management fees payable by Registrant to the Trading Advisors and the Managing Owner are calculated as a fixed percentage of Registrant’s Net Asset Value. Incentive fees payable to the Trading Advisors are at a fixed rate, calculated as a percentage of each Managed Account’s “New High Net Trading Profits”. 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 commodity brokers 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. For a further discussion of Registrant’s contractual obligations, see Notes 1, 3, 4, 5 and 7 to Registrant’s financial statements for the year ended December 31, 2008, which is filed as an exhibit to Registrant’s annual report on Form 10-K for the fiscal year ended December 31, 2008.
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Item 3. | Quantitative and Qualitative Disclosures About Market Risk |
Introduction
Past Results Not Necessarily Indicative of Future Performance
Registrant is a speculative commodity pool. The market sensitive instruments held by it are acquired for speculative trading purposes, and substantially all of Registrant’s assets are subject to the risk of trading loss. Unlike an operating company, the risk of market sensitive instruments is integral, not incidental, to Registrant’s main line of business.
Market movements result in frequent changes in the fair market value of Registrant’s open positions and, consequently, in its earnings and cash flow. Registrant’s market risk is influenced by a wide variety of factors, including the level and volatility of interest rates, exchange rates, equity price levels, the market value of financial instruments and contracts, the diversification effects among Registrant’s open positions and the liquidity of the markets in which it trades.
Registrant rapidly acquires and liquidates both long and short positions in a wide range of different markets. Consequently, it is not possible to predict how a particular futures market scenario will affect performance, and Registrant’s past performance is not necessarily indicative of its future results.
“Value at Risk” is a measure of the maximum amount which Registrant could reasonably be expected to lose in a given market sector. However, the inherent uncertainty of Registrant’s speculative trading and the recurrence in the markets traded by Registrant of market movements far exceeding expectations could result in actual trading or non-trading losses far beyond the indicated Value at Risk or Registrant’s experience to date (i.e., “risk of ruin”). In light of the foregoing, as well as the risks and uncertainties intrinsic to all future projections, the quantification included in this section should not be considered to constitute any assurance or representation that Registrant’s losses in any market sector will be limited to Value at Risk or by Registrant’s attempts to manage its market risk.
Standard of Materiality
Materiality as used in this section, “Quantitative and Qualitative Disclosures About Market Risk,” is based on an assessment of reasonably possible market movements and the potential losses caused by such movements, taking into account the leverage, optionality and multiplier features of Registrant’s market sensitive instruments.
Quantifying Registrant’s Trading Value at Risk
Quantitative Forward-Looking Statements
The following quantitative disclosures regarding Registrant’s market risk exposures contain “forward-looking statements” within the meaning of the safe harbor from civil liability provided for such statements by the Private Securities Litigation Reform Act of 1995 (set forth in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934. as amended (the “Exchange Act”)).
Registrant’s risk exposure in the various market sectors traded by the Trading Advisor is quantified below in terms of Value at Risk. Due to Registrant’s mark-to-market accounting, any loss in the fair value of Registrant’s open positions is directly reflected in Registrant’s earnings (realized or unrealized) and cash flow (at least in the case of exchange-traded contracts in which profits and losses on open positions are settled daily through variation margin).
Exchange maintenance margin requirements have been used by Registrant as the measure of its Value at Risk. Maintenance margin requirements are set by exchanges to equal or exceed the maximum losses reasonably expected to be incurred in the fair value of any given contract in 95%-99% of any one-day interval. The maintenance margin levels are established by dealers, exchanges and data services 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.
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In the case of market sensitive instruments that are not exchange-traded (almost exclusively currencies in the case of Registrant), the margin requirements for the approximate estimated equivalent futures positions have been used as Value at Risk. In those rare cases in which a futures-equivalent margin is not available, estimated dealers’ margins and/or data services have been used.
In quantifying Registrant’s Value at Risk, 100% positive correlation in the different positions held in each market risk category has been assumed. Consequently, the margin requirements applicable to the open contracts have simply been aggregated to determine each trading category’s aggregate Value at Risk. The diversification effects resulting from the fact that Registrant’s positions are rarely, if ever, 100% positively correlated have not been reflected.
Registrant’s Trading Value at Risk in Different Market Sectors
The following table presents the trading value at risk associated with Registrant’s open positions by market sector at June 30, 2009 and December 31, 2008. All open position trading risk exposures of Registrant have been included in calculating the figure set forth below. At June 30, 2009 and December 31, 2008, Registrant had total capitalizations of approximately $124 million and $124 million, respectively.
June 30, 2009 | December 31, 2008 | |||||||||||
Market Sector | Value at Risk | % of Total Capitalization | Value at Risk | % of Total Capitalization | ||||||||
Interest rates | $ | 987,997 | 0.80 | % | $ | 491,911 | 0.40 | % | ||||
Currencies | $ | 6,513,987 | 5.25 | % | $ | 5,897,741 | 4.74 | % | ||||
Commodities | $ | 1,074,066 | 0.87 | % | $ | 920,502 | 0.74 | % | ||||
Stock indices | $ | 1,612,840 | 1.30 | % | $ | 123,644 | 0.09 | % | ||||
Total | $ | 10,188,890 | 8.22 | % | $ | 7,433,798 | 5.97 | % | ||||
The following table presents the average trading value at risk of Registrant’s open positions by market sector for Second Quarter 2009 and Year-To-Date 2009 based upon Registrant’s total average capitalization of approximately $121 million and $122 million, respectively.
Second Quarter 2009 | Year-To-Date 2009 | |||||||||||
Market Sector | Value at Risk | % of Total Capitalization | Value at Risk | % of Total Capitalization | ||||||||
Interest rates | $ | 1,576,279 | 1.30 | % | $ | 1,515,468 | 1.25 | % | ||||
Currencies | $ | 7,967,115 | 6.59 | % | $ | 5,883,477 | 4.87 | % | ||||
Commodities | $ | 1,636,370 | 1.35 | % | $ | 1,544,768 | 1.28 | % | ||||
Stock indices | $ | 2,546,886 | 2.11 | % | $ | 2,328,147 | 1.93 | % | ||||
Total | $ | 13,726,650 | 11.35 | % | $ | 11,271,860 | 9.33 | % | ||||
Material Limitations on Value at Risk as an Assessment of Market Risk
The notional value of the market sector instruments held by Registrant is typically many times the applicable maintenance margin requirement (maintenance margin requirements generally range between approximately 1% and 15% of the face value) as well as many times the total capitalization of Registrant. The magnitude of Registrant’s open positions creates a “risk of ruin” not typically found in most other investment vehicles. Because of the size of its positions, certain market conditions, although unusual, but historically recurring from time to time, could cause Registrant to incur severe losses over a short period of time. The foregoing Value at Risk table, as well as the past performance of Registrant give no indication of this “risk of ruin.”
Non-Trading Risk
Registrant has non-trading market risk on its foreign cash balances not needed for margin. However, these balances (as well as any market risk they represent) are immaterial.
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Qualitative Disclosures Regarding Primary Trading Risk Exposures
The following qualitative disclosures regarding Registrant’s market risk exposures—except for (i) those disclosures that are statements of historical fact and (ii) the descriptions of how Registrant manages its primary market risk exposures—constitute forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Registrant’s primary market risk exposures as well as the strategies used and to be used by the Managing Owner and the Trading Advisor for managing such exposures are subject to numerous uncertainties, contingencies and risks are one of which could cause the actual results of Registrant’s risk controls to differ materially from the objectives of such strategies. Government interventions, defaults and expropriations, illiquid markets the emergence of dominant fundamental factors, political upheavals, changes in historical price relationships, an influx of new market participants, increased regulation and many other factors could result in material losses as well as in material changes to the risk exposures and the risk management strategies of Registrant. There can be no assurance that Registrant’s current market exposure and/or risk management strategies will not change materially or that any such strategies will be effective in either the short- or long-term. Investors must be prepared to lose all or substantially all of their investment in Registrant.
Based on average trading value at risk during the Second Quarter 2009, Registrant experienced an increase in its value at risk, relative to capitalization levels, as compared with the value at risk at December 31, 2008. The increase in value at risk was across all sectors of Registrant. The largest increases were in stock indices, currencies, interest rates and commodity sectors, respectively.
Qualitative Disclosures Regarding Means of Managing Risk Exposure
The means by which the Managing Owner and the Trading Advisors, severally, attempt to manage the risk of Registrant’s open positions is essentially the same in all market categories traded.
The Trading Advisor attempts to minimize market risk exposure by applying its own risk management trading policies that include the diversification of trading assets into various market sectors. Additionally, the Trading Advisor has an oversight committee broadly responsible for evaluating and overseeing the Trading Advisor’s trading policies. The oversight committee meets periodically to discuss and analyze issues such as liquidity, position size, capacity, performance cycles, and new product and market strategies.
The Managing Owner attempts to minimize market risk exposure by requiring the Trading Advisors to abide by various trading limitations and policies. The Managing Owner monitors compliance with these trading limitations and policies which include, but are not limited to, limiting the amount of margin or premium required for any one commodity or all commodities combined and generally limiting transactions to contracts which are traded in sufficient volume to permit the taking and liquidating of positions. Additionally, the Managing Owner shall automatically terminate the Trading Advisor if the Net Asset Value of Registrant declines by 40% during any year or since the commencement of trading activities. Furthermore, the Trust Agreement provides that Registrant will liquidate its positions, and eventually dissolve, if Registrant experiences a decline in the net asset value of 50% in any year or since the commencement of trading activities. In each case, the decline in Net Asset Value is after giving effect for contributions, distributions and redemptions. The Managing Owner may impose additional restrictions (through modifications of such trading limitations and policies) upon the trading activities of the Trading Advisors as it, in good faith, deems to be in the best interest of Registrant.
Qualitative Disclosures Regarding Non-Trading Risk Exposure
At June 30, 2009, Registrant’s primary exposure to non-trading market risk resulted from foreign currency balances held in Euro, British Pound, Japanese Yen, Australian Dollar, Swiss Franc and Canadian Dollar. As discussed above, these balances, as well as any risk they represent, are immaterial.
Item 4. | Controls and Procedures |
Evaluation of Disclosure Controls and Procedures
Registrant’s “disclosure controls and procedures” (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) are designed to ensure that information required to be disclosed by Registrant in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange
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Commission (the “SEC”), and that such information is accumulated and communicated to Registrant’s management, including the Managing Owner’s Co-Chief Executive Officers and Director of Fund Administration (who, in these capacities, function as the Principal Executive Officers and Principal Financial Officer, respectively, of Registrant), as appropriate to allow for timely decisions regarding required disclosure.
In designing and evaluating Registrant’s disclosure controls and procedures, the Managing Owner recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs. Because of the inherent limitations in all control systems, no evaluation of the controls can prove absolute assurance that all control issues and instances of fraud, if any, within Registrant have been detected.
The Managing Owner’s management, under the supervision and with the participation of certain officers of the Managing Owner (including the Managing Owner’s Co-Chief Executive Officers and Director of Fund Administration), has evaluated the effectiveness of Registrant’s disclosure controls and procedures as of the end of such period and concluded that, Registrant’s disclosure controls and procedures were effective.
Changes in Internal Control Over Financial Reporting
There have been no changes in Registrant’s internal control over financial reporting (as defined in Rules 13a – 15(f) and 15d – 15(f)
under the Exchange Act) during Second Quarter 2009 that have materially affected, or are reasonably likely to materially affect, Registrant’s internal control over financial reporting.
Item 1. | Legal Proceedings |
There are no legal proceedings pending by or against Registrant or the Managing Owner, or to which Registrant or Managing Owner was a party during the period covered by this Report.
Item 1.A. | Risk Factors |
There have been no changes from risk factors as previously disclosed in Registrant’s Form 10-K for the fiscal year ended December 31, 2008.
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds |
Registrant’s Units are sold to persons who are accredited investors as the term is defined in Rule 501(a) of Regulation D. The aggregate proceeds of securities sold during Second Quarter 2009 was 37,538.3522 Units amounting to $4,361,144 for Class I and 1,882.5080 Units amounting to $230,000 for Class II.
Item 3. | Defaults Upon Senior Securities |
None
Item 4. | Submission of Matters to a Vote of Security Holders |
None
Item 5. | Other Information |
None
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Item 6. | Exhibits: |
31.1 | Certification pursuant to Exchange Act Rules 13a-14 and 15d-14 (filed herewith) | |
31.2 | Certification pursuant to Exchange Act Rules 13a-14 and 15d-14 (filed herewith) | |
32.1 | Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith) | |
32.2 | Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith) |
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934 Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
WORLD MONITOR TRUST III – SERIES J | ||||||||||||
By: | Kenmar Preferred Investments Corp., its managing owner | |||||||||||
By: | /s/ Kenneth A. Shewer | Date: August 13, 2009 | ||||||||||
Name: | Kenneth A. Shewer | |||||||||||
Title: | Co-Chief Executive Officer | |||||||||||
(Principal Executive Officer) | ||||||||||||
By: | /s/ David K. Spohr | Date: August 13, 2009 | ||||||||||
Name: | David K. Spohr | |||||||||||
Title: | Senior Vice President and | |||||||||||
Director of Fund Administration | ||||||||||||
(Principal Financial/Accounting Officer) |
42