-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, N4IE32+yGoUv+0XuKEvRnxKBLyRy+sNvCQ+TUr1njKmEbDpyODTp7m8OV+SrBwGQ 4G5iMyUuelOM11hYe+XqIg== 0001193125-08-061941.txt : 20080320 0001193125-08-061941.hdr.sgml : 20080320 20080320164351 ACCESSION NUMBER: 0001193125-08-061941 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 7 CONFORMED PERIOD OF REPORT: 20071231 FILED AS OF DATE: 20080320 DATE AS OF CHANGE: 20080320 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WORLD MONITOR TRUST II SERIES F CENTRAL INDEX KEY: 0001090702 STANDARD INDUSTRIAL CLASSIFICATION: [6221] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-32689 FILM NUMBER: 08702929 BUSINESS ADDRESS: STREET 1: C/O PREFERRED INVESTMENT SOLUTIONS CORP. STREET 2: 900 KING STREET, SUITE 100 CITY: RYE BROOK STATE: NY ZIP: 10573 BUSINESS PHONE: 914-307-7000 MAIL ADDRESS: STREET 1: C/O PREFERRED INVESTMENT SOLUTIONS CORP. STREET 2: 900 KING STREET, SUITE 100 CITY: RYE BROOK STATE: NY ZIP: 10573 10-K 1 d10k.htm WORLD MONITOR TRUST II - SERIES F World Monitor Trust II - Series F

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 10-K

 

 

(Mark One)

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

For the fiscal year ended December 31, 2007

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 0-17592

 

 

WORLD MONITOR TRUST II – SERIES F

(Exact name of Registrant as specified in its charter)

 

 

 

Delaware   13-4058320
State or other jurisdiction of   (I.R.S. Employer
incorporation or organization   Identification No.)
900 King Street, Suite 100, Rye Brook, New York   10573
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (914) 307-7000

 

 

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

None

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

Limited Interests

(Title of class)

 

 

Indicate by check mark if Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ¨    No  x

Indicate by check mark if Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes  ¨    No  x

Indicate by check mark whether Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

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

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

 

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

Indicate by check mark whether Registrant is a shell company (ad defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

DOCUMENTS INCORPORATED BY REFERENCE

Registrant’s Annual Report to Unitholders for the year ended December 31, 2007 is incorporated by reference into Parts II and IV of this Annual Report on Form 10-K

[Remainder of page intentionally left blank]

 

 

 


WORLD MONITOR TRUST II – SERIES F

(a Delaware Business Trust)

 

 

TABLE OF CONTENTS

 

 

 

     PAGE
PART I      
Item 1.    Business    3
Item 1A.    Risk Factors    4
Item 1B.    Unresolved Staff Comments    8
Item 2.    Properties    8
Item 3.    Legal Proceedings    8
Item 4.    Submission of Matters to a Vote of Security Holders    8
PART II      
Item 5.    Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities    8
Item 6.    Selected Financial Data    9
Item 7.    Management’s Discussion and Analysis of Financial Condition and Results of Operation    9
Item 7A.    Quantitative and Qualitative Disclosures About Market Risk    17
Item 8.    Financial Statements and Supplementary Data    18
Item 9.    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure    18
Item 9A.    Controls and Procedures    18
Item 9B.    Other Information    19
PART III      
Item 10.    Directors, Executive Officers and Corporate Governance    19
Item 11.    Executive Compensation    22
Item 12.    Security Ownership of Certain Beneficial Owners and Management and Related Stock Holder Matters    22
Item 13.    Certain Relationships and Related Transactions, and Director Independence    23
Item 14.    Principal Accounting Fees and Services    23
PART IV      
Item 15.    Exhibits, Financial Statement Schedules    25
   Financial Statements and Financial Statement Schedules    25
   Exhibits    25
   Reports on Form 8-K    26
SIGNATURES    60


PART I

Item 1. Business

General

World Monitor Trust II (the “Trust”) is a business trust organized under the laws of Delaware on April 22, 1999. The Trust consists of three separate and distinct series (“Series”): Series D, Series E and Series F. Series D, E and F commenced trading operations on March 13, 2000, April 6, 2000 and March 1, 2000, respectively, and 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”). The assets of each Series are segregated from those of the other Series, separately valued and independently managed. 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 forward transactions. The trustee of the Trust is Wilmington Trust Company. Preferred Investment Solutions Corp (“Preferred” or the “Managing Owner”) as the Managing Owner serves as the managing owner of the Trust and each Series, including World Monitor Trust II – Series F (“Registrant”). Registrant was formed to engage in the speculative trading of commodity futures and forward contracts. Registrant’s fiscal year for book and tax purposes ends on December 31.

Registrant is engaged solely in the business of commodity futures and forward trading; therefore, presentation of industry segment information is not applicable.

Managing Owner and its Affiliates

Preferred is the managing owner of Registrant.. The term Managing Owner, as used herein, refers to Preferred. .

The Managing Owner is required to maintain at least a 1% interest in Registrant so long as it is acting as Registrant’s Managing Owner.

The Trading Advisor and the Trading Vehicle

Registrant contributed its net assets to WMT Campbell Pool, L.L.C. (the “Trading Vehicle”), a Delaware limited liability company, and received a voting membership interest in the Trading Vehicle since December 6, 2004. The Trading Vehicle was formed to function as an aggregate trading vehicle for its members. Registrant and Series D are the sole members of the Trading Vehicle. The Managing Owner is the managing owner of Registrant and Series D and has been delegated administrative authority over the operations of the Trading Vehicle. The Trading Vehicle engages in the speculative trading of futures and forwards contracts. All references herein to Registrant’s relationship with the Trading Advisor shall, unless the context states otherwise, refer to Registrant’s relationship with the Trading Advisor through Registrant’s investment in the Trading Vehicle. The financial statements of the Trading Vehicle, including the condensed schedules of investments, are included in Section II of Registrant’s financial statements and should be read in conjunction with Registrant’s financial statements.

The Trading Vehicle has its own independent commodity trading advisor that makes the Trading Vehicle’s trading decisions. The Trading Vehicle entered into an advisory agreement (the “Advisory Agreement”) with Campbell & Company, Inc. (the “Trading Advisor” or “Campbell”) to make the trading decisions for the Trading Vehicle and, in turn, Registrant. Campbell trades 100% of the assets of the Trading Vehicle pursuant to Campbell’s Financial, Metal & Energy Large Portfolio. The Advisory Agreement may be terminated for various reasons, including at the discretion of the Trading Vehicle. The Trading Vehicle has allocated 100% of the proceeds from the initial and continuous offering of Registrant to the Trading Advisor. Registrant, through its investment in the Trading Vehicle, pays a weekly management fee equal to approximately 0.038% (2% annually) of the assets allocated to the Trading Advisor. Registrant also pays the Trading Advisor an incentive fee of 22% of New High Net Trading Profits (as defined in the Advisory Agreement) generated by the Trading Vehicle. Incentive fees , if any, accrue weekly and are paid quarterly in arrears.

Competition

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

Registrant does not currently, and does not intend in the future to, solicit the sale of additional Interests. As such, Registrant does not compete with other entities to attract new fund participants. However, to the extent that a Trading Advisor recommends similar or identical trades to Registrant and other accounts that it manages, Registrant may compete with those accounts, as well as with other market participants, for the execution of the same or similar trades.

 

3


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 1, 3 and 4 to Registrant’s financial statements included in its annual report for the year ended December 31, 2007 (“Registrant’s 2007 Annual Report”), which is filed as an exhibit hereto.

Item 1A. Risk Factors

THE RISKS YOU FACE

You Should Not Rely on Past Performance in Deciding Whether to Buy Interests

The Trading Advisor selected by the Managing Owner to manage the assets of Registrant has a performance history through the date of its selection by the Managing Owner. You must consider, however, the uncertain significance of past performance, and you should not rely on the Trading Advisor’s or the Managing Owner’s records to date for predictive purposes. You should not assume that the Trading Advisor’s future trading decisions will create profit, avoid substantial losses or result in performance for Registrant that is comparable to the Trading Advisor’s or to the Managing Owner’s past performance. In fact, as a significant amount of academic study has shown, futures funds more frequently than not underperforms the past performance records included in their prospectuses.

Price Volatility May Possibly Cause the Total Loss of Your Investment

Futures and forward contracts have a high degree of price variability and are subject to occasional rapid and substantial changes. Consequently, you could lose all or substantially all of your investment in the Trust.

Speculative and Volatile Markets Combined With Highly Leveraged Trading May Cause the Trust to Incur Substantial Losses.

The markets in which Registrant trades are speculative, highly leveraged and involve a high degree of risk. The Trading Advisor’s trading considered individually involves a significant risk of incurring large losses, and there can be no assurance that Registrant will not incur such losses. Futures and forward prices are volatile. Volatility increases risk, particularly when trading with leverage. Trading on a highly leveraged basis, as does Registrant, even in stable markets involves risk; doing so in volatile markets necessarily involves a substantial risk of sudden, significant losses. Due to such leverage, even a small movement in price could cause large losses for Registrant. Market volatility will increase the potential for large losses. Market volatility and leverage mean that Registrant could incur substantial losses, potentially impairing its equity base and ability to achieve its long-term profit objectives even if favorable market conditions subsequently develop.

Fees and Commissions are Charged Regardless of Profitability and May Result in Depletion of Trust Assets

Registrant is subject to the fees and expenses which are payable irrespective of profitability in addition to performance fees which, are payable based on the profitability of Registrant. Consequently, the expenses of Registrant could, over time, result in significant losses to your investment therein.

Market Conditions May Impair Profitability

The trading system used by the Trading Advisor uses technical, trend-following methods. The profitability of trading under these systems depends on, among other things, the occurrence of significant price trends, which are sustained movements, up or down, in futures and forward prices. Such trends may not develop; there have been periods in the past without price trends. The likelihood of the Interests being profitable could be materially diminished during periods when events external to the markets themselves have an important impact on prices. During such periods, the Trading Advisor’s historic price analysis could establish positions on the wrong side of the price movements caused by such events.

Discretionary Trading Strategies May Incur Substantial Losses

Discretionary traders, while they may utilize market charts, computer programs and compilations of quantifiable fundamental information to assist them in making trading decisions, make such decisions on the basis of their own judgment and “trading instinct,” not on the basis of trading signals generated by any program or model. Such traders may be more prone to subjective judgments, which may have greater potentially adverse effects on their performance than systematic traders, which emphasize eliminating the effects of “emotionalism” on their trading. Reliance on trading judgment may, over time, produce less consistent trading results than implementing a systematic approach. Discretionary traders, like trend-following traders, are unlikely to be profitable unless major price movements occur. Discretionary traders are highly unpredictable, and can incur substantial losses even in apparently favorable markets.

 

4


Systematic Trading Strategies May Incur Substantial Losses

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

Decisions Based Upon Fundamental Analysis May Not Result in Profitable Trading

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

Increase in Assets Under Management May Affect Trading Decisions

The more equity the Trading Advisor manages, the more difficult it may be for the Trading Advisor to trade profitably because of the difficulty of trading larger positions without adversely affecting prices and performance. Accordingly, such increases in equity under management may require the Trading Advisor to modify trading decisions for Registrant, which could have a detrimental effect on your investment.

You Cannot be Assured of the Trading Advisors’ Continued Services Which May Be Detrimental to Registrant

You cannot be assured that the Trading Advisor will be willing or able to continue to provide advisory services to Registrant for any length of time. There is severe competition for the services of qualified trading advisors, and Registrant may not be able to retain satisfactory replacement or additional trading advisors on acceptable terms or the Trading Advisor may require Registrant to pay higher fees in order to be able to retain such Trading Advisor. The Managing Owner may either terminate the Trading Advisor upon 30 days’ prior written notice, or upon shorter notice, if for cause. The Trading Advisor has the right to terminate the Advisory Agreement in its discretion at any time for cause.

Limited Ability to Liquidate Your Investment

There is no secondary market for the Units. While the Units have redemption rights, there are restrictions, and possible fees assessed. Transfers of Units are subject to limitations, and the Managing Owner may deny a request to transfer if it determines that the transfer may result in adverse legal or tax consequences for Registrant.

Possible Illiquid Markets May Exacerbate Losses

Futures and forward positions cannot always be liquidated at the desired price. It is difficult to execute a trade at a specific price when there is a relatively small volume of buy and sell orders in a market. A market disruption, such as when foreign governments may take or be subject to political actions, which disrupt the markets in their currency or major exports, can also make it difficult to liquidate a position. Such periods of illiquidity and the events that trigger them are difficult to predict and there can be no assurance that the Trading Advisor will be able to do so. There can be no assurance that market illiquidity will not cause losses for Registrant. The large size of the positions which the Trading Advisor is expected to acquire for Registrant increases the risk of illiquidity by both making its positions more difficult to liquidate and increasing the losses incurred while trying to do so.

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

 

5


Because No Trust Acquires Any Asset with Intrinsic Value, the Positive Performance of Your Investment Is Wholly Dependent Upon an Equal and Offsetting Loss

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

Failure of Futures Trading to be Non-Correlated to General Financial Markets Will Eliminate Benefits of Diversification

Historically, managed futures generally have been non-correlated to the performance of other asset classes such as stocks and bonds. Non-correlation means that there is no statistically valid relationship between the past performance of futures and forward contracts on the one hand and stocks or bonds on the other hand. Non-correlation should not be confused with negative correlation, where the performance would be exactly opposite between two asset classes. Because of this non-correlation, Registrant cannot be expected to be automatically profitable during unfavorable periods for the stock market, or vice-versa. The futures and forward markets are fundamentally different from the securities markets in that for every gain in futures and forward trading, there is an equal and offsetting loss. If Registrant does not perform in a manner non-correlated with the general financial markets or does not perform successfully, you will obtain no diversification benefits by investing in the Units and Registrant may have no gains to offset your losses from other investments.

Trading on Commodity Exchanges Outside the United States is Not Subject to U.S. Regulation

The Trading Advisor may engage in some or all of its trading on behalf of Registrant on commodity exchanges outside the United States. Trading on such exchanges is not regulated by any United States governmental agency and may involve certain risks not applicable to trading on United States exchanges. In trading contracts denominated in currencies other than U.S. dollars, Registrant will be subject to the risk of adverse exchange-rate movements between the dollar and the functional currencies of such contracts. Investors could incur substantial losses from trading on foreign exchanges by Registrant to which such investors would not have been subject had the Trading Advisor limited its trading to U.S. markets.

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

Registrant is subject to actual and potential conflicts of interests involving the Managing Owner, the Trading Advisor, and various brokers and servicing agents. The Managing Owner, the Trading Advisor, and their respective principals, all of which are engaged in other investment activities, are not required to devote substantially all of their time to Registrant’s business, which also presents the potential for numerous conflicts of interest with Registrant. As a result of these and other relationships, parties involved with Registrant has a financial incentive to act in a manner other than in the best interests of Registrant and its Unit. The Managing Owner has not established any formal procedure to resolve conflicts of interest. Consequently, investors will be dependent on the good faith of the respective parties subject to such conflicts to resolve them equitably. Although the Managing Owner attempts to monitor these conflicts, it is extremely difficult, if not impossible, for the Managing Owner to ensure that these conflicts do not, in fact, result in adverse consequences to the various Trust.

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

Unitholders Taxed Currently

Unitholders are subject to tax each year on their allocable share of the income or gains (if any) of Registrant, whether or not they receive distributions. Moreover, the Managing Owner does not intend to make any distributions to Unitholders in respect of Series. Consequently, unitholders will be required either to redeem Units or to make use of other sources of funds to discharge their tax liabilities in respect of any profits earned by Registrant.

In comparing the profit objectives of Registrant with the performance of more familiar securities in which one might invest, prospective investors must recognize that if they purchased equity or debt, there probably would be no tax due on the appreciation in the value of such holdings until disposition. In the case of Registrant, on the other hand, a significant portion of any appreciation in the net asset value per Unit must be paid in taxes by the unitholders every year, resulting in a substantial cumulative reduction in their net after-tax returns. Because unitholders will be taxed currently on their allocable share of the income or gains of Registrant, if any, Registrant may trade successfully but investors nevertheless would have recognized significantly greater gains on an after-tax basis had they invested in conventional stocks with comparable performance.

 

6


Limitation on Deductibility of “Investment Advisory Fees”

Non-corporate unitholders may be required to treat the amount of Incentive Fees and other expenses of Registrant as “investment advisory fees” which may be subject to substantial restrictions on deductibility for federal income tax purposes. In the absence of further regulatory or statutory clarification, the Managing Owner is not classifying these expenses as “investment advisory fees,” but this is a position to which the Internal Revenue Service (the “IRS”) may object. If a substantial portion of the fees and other expenses of Registrant were characterized as “investment advisory fees,” an investment in Registrant might no longer be economically viable.

Taxation of Interest Income Irrespective of Trading Losses

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

Possibility of a Tax Audit of Both Registrant and the Unitholders

There can be no assurance that the tax returns of Registrant will not be audited by the IRS. If such an audit results in an adjustment, unitholders could themselves be audited as well as being required to pay additional taxes, interest and possibly penalties.

Failure or Lack of Segregation of Assets May Increase Losses

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

Default by Counterparty and Credit Risk Could Cause Substantial Losses

Dealers in forward contracts are not regulated by the CEA and are not obligated to segregate customer assets. As a result, unitholders do not have such basic protections with respect to the trading in forward contracts by Registrant. This lack of regulation in these markets could expose Registrant in certain circumstances to significant losses in the event of trading abuses or financial failure by the counterparties. Registrant also faces the risk of non-performance by the counterparties to the over-the-counter contracts. Unlike in futures contracts, the counterparty to these contracts is generally a single bank or other financial institution, rather than a clearing organization backed by a group of financial institutions. As a result, there will be greater counterparty credit risk in these transactions. The clearing member, clearing organization or other counterparty may not be able to meet its obligations, in which case Registrant could suffer significant losses on these contracts.

Regulatory Changes or Actions May Alter the Nature of an Investment in the Trust

Considerable regulatory attention has been focused on non-traditional investment pools, in particular commodity pools such as Registrant, publicly distributed in the United States. There has been significant international governmental concern expressed regarding, for example, (i) the disruptive effects of speculative trading on the central banks’ attempts to influence exchange rates and (ii) the need to regulate the derivatives markets in general. There is a possibility of future regulatory changes altering, perhaps to a material extent, the nature of an investment in Registrant.

The futures markets are subject to comprehensive statutes, regulations, and margin requirements. In addition, the Commodity Futures Trading Commission (“CFTC”) and the exchanges are authorized to take extraordinary actions in the event of a market emergency, including, for example, the retroactive implementation of speculative position limits or higher margin requirements, the establishment of daily price limits and the suspension of trading. The regulation of futures and forward transactions in the United States is a rapidly changing area of law and is subject to modification by government and judicial action. The effect of any future regulatory change on Registrant is impossible to predict, but could be substantial and adverse.

Trust Trading is Not Transparent

Trading decisions in respect of Registrant, are made by the Trading Advisor. While the Managing Owner receives daily trade confirmations from the clearing broker and foreign exchange dealers, such information is not provided to unitholders and Registrant’s trading results are reported to the unitholders. Accordingly, an investment in Registrant does not offer you the same transparency, i.e., an ability to review all investment positions daily that a personal trading account offers.

 

7


Lack of Independent Experts Representing Investors

The Managing Owner has consulted with counsel, accountants and other experts regarding the formation and operation of Registrant. Accordingly, you should consult your own legal, tax and financial advisers regarding the desirability of an investment in Registrant.

Forwards, Swaps, Hybrids and Other Derivatives are Not Subject to CFTC Regulation

Registrant may trade foreign exchange contracts in the interbank market. Since forward contracts are traded in unregulated markets between principals, the commodity pools also assume the risk of loss from counterparty nonperformance. In the future, Registrant may also trade swap agreements, hybrid instruments and other off-exchange contracts. Swap agreements involve trading income streams such as fixed rate or floating rate interest. Hybrids are instruments, which combine features of a security with those of a futures contract. Because there is no exchange or clearing- house for these contracts, Registrant will be subject to the credit risk and nonperformance of the counterparty. Additionally, because these off-exchange contracts are not regulated by the CFTC, Registrant will not receive the protections, which are provided by the CFTC’s regulatory scheme.

Possibility of Termination of the Trust or any Trust Before Expiration of its Stated Term

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

Item 1B. Unresolved Staff Comments

None

Item 2. Properties

Registrant does not own or use any physical properties in the conduct of its business. Registrant’s only place of business is the place of business of the Managing Owner.

Certain administrative services are provided by Spectrum Global Fund Administration, L.L.C., Registrant’s administrator (the “Administrator”), which is located at 33 West Monroe, Suite 1000, Chicago, IL 60601.

Item 3. Legal Proceedings

There are no material proceedings pending by or against Registrant or the Managing Owner.

Item 4. Submission of Matters to a Vote of Security Holder

None

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Information with respect to the offering of Limited Interests and the use of proceeds is incorporated by reference to Note 1 to Registrant’s 2007 Annual Report, which is filed as an exhibit hereto.

A significant secondary market for the Limited Interests has not developed, and is not expected to develop in the future. There are also certain restrictions set forth in the Trust Agreement limiting the ability of a Unitholder to transfer Interests. However, Limited Interests may be redeemed on a weekly basis, but are subject to a redemption fee if transacted within one year of the effective date of purchase. Additionally, Interests owned in one Series of the Trust (Series D or E) could be exchanged, without any charge, for Interests of one or more other Series on a weekly basis for as long as Limited Interests in those Series were being offered to the public. World Monitor Trust II – Series E and the Registrant are no longer offered to the public and those Series substantially achieved their subscription maximum in June 2003 and July 2003, respectively. In addition, since July 2003 the offering of Interests in World Monitor Trust II – Series D has been suspended. Accordingly, at this time, Interests may not be exchanged as Interests are not

 

8


currently being offered. Future redemptions will impact the amount of funds available for investment in commodity contracts in subsequent periods. Redemptions are calculated based on Registrant’s then-current net asset value per Interest as of the close of business on the Friday immediately preceding the week in which the redemption request is effected.

As of January 31, 2008, there were 1,257 holders of record owning 141,894.780 Interests, which include 1,470 General Interests owned by the Managing Owner.

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

No equity compensation plans under which Units of Registrant are authorized for issuance have been proposed or approved by Unitholders.

Item 6. Selected Financial Data

The following table presents selected financial data of Registrant. This data should be read in conjunction with the financial statements of Registrant and the notes thereto on pages 7 through 13 of Registrant’s 2007 Annual Report, which is filed as an exhibit hereto.

 

     Year Ended December 31,
     2007     2006    2005    2004    2003

Total revenues (including interest)

   $ (1,410,460 )   $ 3,613,850    $ 6,766,748    $ 7,470,124    $ 9,403,765

Net income (loss)

   $ (3,788,759 )   $ 675,020    $ 3,424,598    $ 1,605,731    $ 4,809,505

Net income (loss) per weighted average Interest

   $ (22.56 )   $ 3.24    $ 13.48    $ 5.31    $ 15.90

Total assets

   $ 20,030,159     $ 30,752,610    $ 37,282,177    $ 39,363,041    $ 48,113,536

Net asset value per Interest

   $ 137.04     $ 161.46    $ 157.41    $ 143.69    $ 139.26

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operation

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 further discussion of Registrant’s significant accounting policies, see Note 2 to of the financial statements to Registrant’s 2007 Annual Report, which is filed herewith.

The valuation of Registrant’s investments that are not traded on a United States or internationally recognized futures exchange is a critical accounting policy. The market value of futures (exchange traded) contracts is verified by Registrant’s Administrator, which obtains valuation data from third party data providers such as Bloomberg and Reuters 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.

The Registrant records all investments at fair value in its financial statements, with changes in fair value reported as a component of Trading Profits (Losses) in the Statements of Operations. Generally, fair values are based on quoted market prices; however, in certain circumstances, significant judgments and estimates are involved in determining fair value in the absence of an active market closing price.

In July 2006, the Financial Accounting Standards Board (“FASB”) issued FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes - an interpretation of FASB Statement No. 109” (“FIN 48”), which clarifies the accounting for uncertainty in tax positions. FIN 48 requires that Series F recognize in its financial statements, the impact of a tax position if that position is more likely

 

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than not of being sustained on audit, based on the technical merits of the position. The provisions of FIN 48 were effective for fiscal years beginning after December 15, 2006, with the cumulative effect of the change in accounting principle recorded as an adjustment to opening retained earnings. In connection with the adoption of FIN 48, Series F has elected an accounting policy to classify interest and penalties related to unrecognized tax benefits as interest expense. The Managing Owner evaluated the impact of adopting FIN 48 on Registrant’s financial statements. In the Managing Owner’s opinion, the adoption of FIN 48 had no material impact on Registrant, as Registrant’s tax position is based on established tax precedence for the tax treatment of investment partnerships as flow through tax entities.

In September 2006, the Financial Accounting Standards Board issued SFAS No. 157 (“SFAS 157”), “Fair Value Measurements”. SFAS 157 requires use of a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels: quoted market prices in active markets for identical assets and liabilities (Level 1), inputs other than quoted market prices that are observable for the asset or liability, either directly or indirectly (Level 2), and unobservable inputs for the asset or liability (Level 3). SFAS 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007.

The Registrant adopted SFAS 157 in the first quarter of 2008. The Managing Owner evaluated the impact that adoption of SFAS 157 will have on the Registrant’s financial statements. Based on an analysis by the Managing Owner, the effect of applying SFAS 157 to the investments included in the Registrant’s financial statements will not result in a change to the fair value of the Registrant’s investments. Approximately $0 or 0.00% of the Registrant’s trust capital at December 31, 2007 is classified as Level 1 or Level 2 and $19,846,527 or 99.86% is classified as Level 3 using the fair value hierarchy of SFAS 157.

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 115, or SFAS 159. This statement provides companies with an option to report selected financial assets and liabilities at fair value. This statement is effective for fiscal years beginning after November 15, 2007 with early adoption permitted. The Registrant adopted SFAS 159 in the first quarter of 2008. The Managing Owner evaluated the impact that adoption of SFAS 159 will have on the Registrants financial statements. In the Managing Owner’s opinion, the adoption of SFAS 159 had no material effect on the Registrant’s financial statements.

The SEC Staff Accounting Bulletin 108 (“SAB 108”) “Considering the Effects of Prior Year Misstatements When Quantifying Misstatements in Current Year Financial Statements”, provides guidance on quantifying and evaluating the materiality of unrecorded misstatements. It is effective for the first annual period ending after November 15, 2006. The Managing Owner evaluated the impact, if any, the implementation of SAB 108 may have on the Registrant’s financial statements. In the Managing Owner’s opinion, no material unrecorded misstatements are in existence as of December 31, 2007 and 2006 that would require a cumulative effect adjustment to the financial statements.

Liquidity and Capital Resources

The Registrant commenced operations on March 1, 2000 with gross proceeds of $5,185,012 allocated to commodities trading. Additional contributions raised through the continuous offering of limited interests (“Limited Interests”) and general interests (“Managing Owner” or “General Interests” and, together with the Limited Interests, “Interests”) of beneficial ownership in Registrant for the period from March 1, 2000 (commencement of operations) to July 31, 2003 resulted in additional gross proceeds to Registrant of $45,240,236. Registrant’s Interests were offered until it substantially achieved its subscription maximum of $50,000,000 on the sale of Limited Interests in July 2003.

For the years ended December 31, 2007, 2006 and 2005 subscriptions of Limited Interests were $0, $0 and $8,642. For the years ended December 31, 2007, 2006 and 2005 subscriptions of General Interests were $500 and $0 and $0, respectively.

Limited Interests in Registrant may be redeemed on a weekly basis. Redemptions of Limited Interests for the years ended December 31, 2007, 2006 and 2005 were $6,750,450, $6,869,294 and $5,529,361, respectively. Redemptions of General Interests for the years ended December 31, 2007, 2006 and 2005 were $64,955, $81,713 and $59,476, respectively. Redemptions of Limited and General Interests for the period March 13, 2000 to December 31, 2007 were $35,260,979 and $336,616, respectively. Additionally, Interests owned in any Series of World Monitor Trust II (Registrant, Series D or Series E) could be exchanged, without any charge, for interests of one or more other Series of World Monitor Trust II on a weekly basis for as long as Limited Interests in those Series are being offered to the public. World Monitor Trust II – Series E and the Registrant are no longer offered to the public as those Series substantially achieved their subscription maximums during June 2003 and July 2003, respectively. In addition, since July 2003, the offering of interests in World Monitor Trust II – Series D has been suspended. Accordingly, at this time, Interests may not be exchanged. Future redemptions will impact the amount of funds available for investment in commodity contracts in subsequent periods.

At December 31, 2007, 99.86% of Registrant’s net assets were allocated to commodities trading through its investment in the Trading Vehicle. A significant portion of the Trading Vehicle’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 broker credits Registrant with interest income on 100% of its average daily equity maintained in its accounts with the clearing broker 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 the Trading Vehicle (and, in turn, Registrant) from promptly liquidating its commodity futures positions.

Since Registrant’s business is to trade futures and forward contracts (through its investment in the Trading Vehicle), 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 of substantially all of investors’ capital. The Managing Owner attempts to minimize these risks by requiring Registrant, the Trading Vehicle and the Trading Advisor 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. For a further discussion of the credit and market risks associated with Registrant’s futures and forward contracts, see Note 7 to Registrant’s financial statements attached hereto.

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

Market Overview

Following is a market overview for the years ended December 31, 2007, December 31, 2006 and December 31, 2005:

The Year Ended December 31, 2007

The global economy endured the unfolding of the subprime credit crisis for most of 2007. August 2007 will forever be etched in the financial pantheon alongside 1998 and 1987 as defining events of their respective decades. The US economy has cooled considerably since the beginning of the year and many economists are signifying a “recessionary like” outlook at best in the coming months, not the “soft landing” that was anticipated. While the US economy proved volatile throughout the year, the rest of the world appeared to be going strong.

During 2007, single-family housing starts and permits hit sixteen-year lows as starts fell over 5% and are approximately 24% below 2006. The Home Builders Confidence Index witnessed the lowest drawdown in nineteen years. In November, UK housing prices showed their greatest monthly dive in twelve years as the subprime crisis clearly impacted non-US markets. Inflation concerns led to the Bank of England (“BOE”) to cut rates late in 2007.

In the US, the unemployment rate unexpectedly jumped to 5.0% during the fourth quarter as private sector payrolls fell, signaling the first decline in four years. For the first time since September 2003, fewer than half of the industries surveyed added jobs.

Currencies: While the US dollar managed periodic strength during December, the dollar ended 2007 with staggering losses to major rivals. The final 2007 tally saw the euro, pound and yen gaining over 10%, 6% and 2%, respectively. After witnessing a record monthly low in November, the Dollar Index ended the year over 76.5. Throughout the year, emerging nations gained greater confidence in their domestic economic strength. Many, especially in Asia, slowly abandoned the managed dollar peg.

The pound finished the year with gains on the dollar, despite losses in December as a result of a BOE rate decrease. The euro had a strong year and benefited from perceptions that the European Central Bank (“ECB”) would not be lowering rates any time soon as ECB President Jean Claude Trichet issued a series of hawkish comments, mainly as related to inflation concerns. European Union economic data was mixed to weak, including a twenty-two month low reading of the German IFO Business Confidence Index.

The yen closed out 2007 up 2% for the year on the US dollar. Japanese economic data persisted as lackluster and those calling for a rate increase have now mostly backed away from that forecast. The yuan extended its yearlong gradual advance in December as the Peoples Bank of China continued to contract. Since abandonment of the US dollar peg in January 2005, the yuan has risen 12% to the dollar. The Canadian, Australian and New Zealand dollars posted gains on the year against the US dollar.

Energies: It was a tremendous year for the petroleum sector as crude oil prices rose more than 40% within the Dow Jones AIG Index and closed 2007 over $95. Crude briefly reached the ominous $100 level but the market failed to hold that level in initial efforts. Geopolitical events were supportive during the year, encouraging the high volatility patterns. Supply/demand fundamentals have been trending weaker and the market saw periodic selling as related to concerns surrounding slowing US and global growth. The US dollar remained a key influence and the dollar’s demise was a key factor in crude’s run. Overall demand for commodities as an asset class was supportive, particularly in the Peoples Republic of China and in India.

 

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Reformulated gasoline soared throughout the year and topped off with a year-to-date gain of over 45% within the Dow Jones AIG Index. Heating oil performed well in 2007 and closed up 5.5% within the same index. Distillate inventories remained below the five-year average and Department of Energy inventories ran 6% under last year despite relatively moderate weather conditions.

Agriculturals: Clearly, 2007 was a superior year for commodities as evidence by stronger readings in the major indices. The 19-component Dow Jones AIG Index witnessed a yearly gain of over 11%. Commodities attracted significant interest as an alternative asset class throughout 2007. Corn closed the year at prices that have not been seen since the summer of 1996. One key fundamental factor contributing to corn’s growth, besides the evident global demand for ethanol, is the increased quality of living in developing countries such as China and India. On the production side, perhaps with the exception of soybeans, wherever crop interchangeability allows, corn will continue to steal acres from competing agricultural products.

Soybean prices finished the year over $12.50, which is second to historical highs set in June of 1973. The fundamentals for soybeans remain demand driven. China’s need for beans, bean oil and bean meal is so massive that all importation taxes and tariffs on all three have been dropped, which is a rare move. On the supply side, the battle for global acreage will hinge on the relative value of competing crops. In 2007, the wheat market realized an outstanding 87% increase in prices from 2006, setting new all time record prices. This gain is despite the historic drought in Australia, one of the world’s largest producers of the grain. On the whole, cotton improved in 2007 ending the year with over a 22% increase, at a level that has not been seen since early 2004.

Indices: The major US equity indices slumped in the fourth quarter under the weight of the subprime credit crisis but still tallied gains for the year. For 2007, the Dow Jones rose over 6%, the S&P 500 added 3.5%, while the tech heavy NASDAQ was the leading performer with a 10% gain. The fourth quarter sell-off was a result of traders becoming increasingly concerned about the economy in general and housing in particular. Some doubted the Federal Reserves (“Fed”) resolve to address the economic issues in the face of growing inflation concerns. Also, interest and demand for commodities as an alternative asset class weighed on the equity sector.

To a lesser extent, European equities echoed the weak tone of the US during the fourth quarter. However, the German DAX showed strong gains of 22% during 2007. The CAC and FTSE scored much lower gains of 1% and 4%. The broad based Pan-European Dow Jones STOXX 600 suffered minor losses as markets outside of the big three struggled.

Equities soared in Asia with the Hang Seng Index, Shanghai Composite, Kospi Index and Australian All Ordinaries setting record highs during 2007. During the fourth quarter, volatility was rampant across Asian equities. While the Hang Seng performed extremely well, with almost a 40% gain on the year, it was a different story for Japan as the NIKKEI lost over 11%, resulting in the first decline in the past five years. Despite the International Monetary Fund lowering Japan’s growth rate in November, business investment remained expansionary and many market participants view a Japanese recession as unlikely.

Interest Rates: With inflation concerns and the global credit crisis taking center stage during the second half of the year, the Fed reacted aggressively on September 18 and cut both the Fed Funds rate by 50 basis points from 5.25% to 4.75% and the discount rate to 5.25%. After this action, the yield curve showed significant steepening. The 2 and 10 year benchmark notes ended the year lower than 2006. The Federal Reserve indicated possible future US rate hikes in the coming months. The TED spread continued to rise through November.

After a pair of rate hikes in the first half of the year, the ECB held steady at 4.00% through year-end and the euro benefited from perceptions that the ECB seems to be in a holding pattern. The BOE issued three quarter-point rate increases in the first half of 2007. Forced to deal with the Northern Rock Crisis, declines in consumer confidence, housing declines and weakness in the service sector during the second half of the year, the BOE slashed their rate by a quarter-point in December to end the year at 5.50%.

The Bank of Japan (“BOJ”) raised rates in the first quarter of the year and held the rate steady through the end of the year. A rash of lackluster economic data weighed on BOJ officials but they kept the rates unchanged. The Peoples Bank of China drained liquidity and gradually hiked interest rates throughout 2007.

Metals: Base metals had a rather difficult 2007. The dismal housing market, poor construction data in the US and UK and the sliding US dollar had a significant impact. Zinc was the worst performer among the nineteen components of the Dow Jones AIG Index, with annual losses over 43%. Aluminum and nickel witnessed steep losses over 18% and 16% within the Dow Jones AIG Index, respectively. In December, copper had a rough month but still posted an annual gain of over 4.5%.

Precious metals, on the other hand, recorded tremendous gains during 2007. Gold sky rocketed to a near twenty-eight year high and finished 2007 up over 32%. This trend was fueled by the weak dollar, soaring oil prices, subprime credit woes and several geopolitical events, including the recent developments in Pakistan. Gold saw spotty selling per the yen carry trade and other margin needs during the second half of the year. Silver traded with more volatility than gold and experienced less flight-to-safety demand and ended the year topping a 9% profit. Platinum had a positive year as Asian demand for the metal held strong.

Softs and Livestock: Citrus finished up 2007 on the rally side following forecasts of freezing temperatures in the sunshine state. However, this rally could not offset losses realized throughout the year. Sugar and coffee had a rather difficult year as well. Within the Dow Jones AIG Index sugar and coffee were down more than 14% and 6%, respectively. Following negative 2006 performance, cocoa rebounded in 2007, achieving a 17% return on the year.

 

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2007 proved less than kind to livestock prices as both cattle and hogs suffered losses. Live cattle were down more than 6% within the Dow Jones AIG Index. Korea rejected a series of shipments of US beef on trepidation of mad-cow disease concerns. Hogs were the second worst performer within the Dow Jones AIG Index with a 30% loss.

The Year Ended December 31, 2006

The U.S. Federal Reserve (“Fed”) ceased raising rates in the fourth quarter. The perception remains that although the economy is slowing, there is no danger of a recession and that a soft landing is the most likely scenario. Range trading may be the dominant pattern for the next few months as prices react to the economic data. The yield on the benchmark U.S. 10-Year note finished November at an 11-month low. A weaker U.S. dollar failed to dampen enthusiasm for U.S. Treasuries. The latest data available shows capital flows to the U.S. rose in October.

On the employment front, job growth accelerated in December as non-farm payrolls rose while the unemployment rate held steady at 4.5%. This is down from 4.9% at the start of 2006. Of some concern was a 0.5% jump in average hourly earnings, taking them up 4.2% over the past 12 months. Overall, the employment picture persists as healthy but the construction, manufacturing and retail sectors all lost jobs in December.

Regarding U.S. inflation, the November Consumer Price Index (“CPI”) was unchanged and the Core CPI, which factors out the more volatile food and energy prices, was also flat. This is the lowest reading for the core rate since November 2005. There were clearly no inflation worries in this data. The Producer Price Index (“PPI”) was not as controlled, climbing 2.0%, the most since 1974. The surge was caused by a jump in energy, car and truck prices.

Housing has been a major economic concern in 2006. November Housing Starts rose following a big drop in October. November Housing Permits, however, fell slightly. Over the past 11 months, Housing Starts were 12.5% below 2005 levels while Housing Permits were off 14.1%. Homebuilders’ confidence, as indicated by the NAHB/Wells Fargo Index fell in December.

The overall consumer confidence picture remained mixed with the high end and electronics sectors doing well. November Retail Sales rose 1.0%. The unusually warm weather hurt clothing and Department Store Sales. Third quarter Gross Domestic Product, a measure of economic growth, was revised downwards to the lowest level since the fourth quarter of 2005. Home building remains the main drag on growth.

While the Fed was on hold with respect to interest rate policy, the European Central Bank (“ECB”), the Bank of England (“BOE”) and the Peoples Bank of China (“PBC”) all raised interest rates. British housing prices and CPI growth continue to be high. Germany continues to exhibit growth, and leads the increasingly strong Eurozone. The Bank of Japan (“BOJ”) remained cautious, with no additional rate hikes following the July increase to 0.25%. The economy appears mixed, with consumer spending still less than the economy requires. The Bank of Canada, Reserve Bank of Australia and New Zealand central bank all remained on hold in December.

Currencies: The euro strengthened versus the U.S. dollar in 2006, reversing the pattern from 2005. The euro also strengthened against the Japanese yen, achieving record levels in December. Germany, the engine of Eurozone growth, has been the strongest European economy this year. Interest rate differential factors supported the euro through much of the fourth quarter of 2006. Of great significance, central banks around the globe have initiated a policy of diversification out of the U.S. dollar and into the euro, the British pound, and to a lesser extent, the Japanese yen.

The British pound ended the year slightly off its high, after rising approximately 14% versus the U.S. dollar. British housing prices have been surging and the CPI came in above the BOE’s target.

The Japanese yen fell against the U.S. dollar, euro and British pound during the fourth quarter of 2006. Japan exited its deflationary era in 2006, although the fourth quarter saw less than robust growth on the consumer side. Other Asian currencies were better performers, with the Korean won having a particularly solid December and fourth quarter.

The Peoples Bank of China continues to tighten the reins on the economy. Most recently, the PBC increased the reserve requirement ratio for banks and raised the base interest rate 50 points to 6.72%. The yuan has shown an accumulative appreciation of about 3.7% since the July 2005 revaluation.

Energies: Crude oil was strong during the first half of the year and weakened during the second half, with the exception of a brief respite during November. Crude ended December around $60 per barrel, which contrasts to its mid-July peak of nearly $78 per barrel. Record warm weather in key consuming regions in the U.S. put pressure on the market during the quarter, as did a generally benign geopolitical scene and poor member compliance with OPEC’s announced production cuts.

 

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The unusually warm weather kept heating oil under pressure during December. Heating oil will be dependent on a general recovery in commodity prices and a sudden weather shift in coming weeks. Department of Energy gasoline inventories are 0.5% below last season. The driving season was extended by the warm weather conditions.

Natural gas fell during the fourth quarter with the weather weighing heavily on investor sentiment. Inventories are still burdensome and demand is slowing rather than rising during the normally strong seasonal demand time frame. What remains to be seen is whether the markets have discounted the majority of these bearish fundamentals.

Grains: While December’s performance was mixed, corn trended upwards for the fourth quarter as a whole. The last week of the month, quarter, and year saw the posting of a multi-year high, with the final price for 2006 settling at the highest weekly close on the charts since the drought-driven summer rally in July of 1996. The main drivers behind the re-awakening of corn prices were threefold: 1) an increase in overseas demand due to improving global economic conditions; 2) the expansion of the production of ethanol; and 3) the ongoing increase in hedge fund and money managers’ investing in alternative non-correlated asset classes. For the quarter as a whole, despite a large trading range, the wheat market put in somewhat disappointing, albeit upward trending performance. The uncertainty caused by ongoing drought conditions in Australia, the relatively high price for wheat and tight global stocks had an effect on supply and demand. The trend for soybean prices was higher for the fourth quarter of 2006. Export demand for soybeans, soybean oil and soybean meal all appear to be increasing. As corn production is increasingly diverted to the production of ethanol, substitute feedstuffs, with soybeans as the closest surrogate, may also feel the upward pull of prices. As the global supply of foreign cotton sold out late in the year, prices began to move higher from mid-November through the end of the year. The lethargy that characterized most of 2006 was a product of a massive carryover of last year’s crop, along with last summer’s unfortunate elimination of a marketing program which left U.S. cotton uncompetitively priced.

Indices: U.S. equities recorded their best gains in three years during the fourth quarter of 2006. The weakness in real estate that may have caused a shift into equities, large levels of global liquidity, a drop in oil prices, a quiet geopolitical atmosphere, solid earnings and a brisk mergers and acquisitions calendar all added to the positive performance. A shift out of commodities also aided the tone of global equities. Blue chips, financials, oil and big caps did well, and at the end of the quarter technology names took a leading role.

It was also a very good December, fourth quarter and year for the European equity markets. Markets in Germany, the U.K. and France all ended higher for the fourth quarter. Heavy merger and acquisition activity was a major feature in Europe, along with a solid run of earnings and significant fund inflows. The strong U.S. market was also a psychological plus. The prospect of further rate hikes from the ECB, and to a lesser extent the BOE, failed to diminish enthusiasm.

Asian/Pacific Rim equities also recorded solid 2006 gains, despite volatile trading. Record highs were achieved in Singapore, Australia and New Zealand during the final session of the year as well as for China’s Shanghai Composite. A growing Japanese economy served to buoy enthusiasm and a modest 0.25% base interest rate was supportive. Thailand’s SET Index had a very volatile month after the central bank attempted to impose controls on capital for foreign investors in the stock market, but that was quickly reversed when the SET tumbled 15%, and prices subsequently recovered. However, Thailand has seen continuing political unrest.

Interest Rates: As expected, the Fed remained on hold at its December 12 meeting. The minutes of the most recent Federal Open Market Committee (“FOMC”) meeting were virtually the same as the November meeting, indicating that the FOMC unanimously agreed that inflation persists as the primary concern to the economy. However, at the same time they stated the economy might have been a bit softer than previously thought.

In the international arena, the ECB increased rates 25 basis points in December and the BOE raised rates 25 basis points in November. The BOJ made just one move to 0.25% in 2006. Japanese consumer data has been a bit sluggish; something the BOJ will keep in focus. The Peoples Bank of China is currently engaged in a tightening process, and is actively draining liquidity by increasing reserve requirements.

Metals: A weak U.S. dollar helped support gold for most of the quarter but during late December the dollar showed signs of a consolidation rally and gold fell. Plunging energy prices had a negative impact on gold prices as well. Silver traded at its best levels in more than six months during the quarter, but ended the year off its highs. For the year, silver significantly outperformed gold. Speculative participation was heavy throughout the quarter, setting the stage for high volatility. A steady increase in inventories weighed on copper prices in the fourth quarter. A lessening of labor concerns, particularly in Chile and Canada, and the fact that China’s buying pace slowed in 2006 added to the negative tone. Zinc supplies remained tight and strong demand continued. Aluminum prices held up well in the fourth quarter in the face of a general commodity weakness. Nickel was one of the strongest performers in the metals group due to tight supply and a strong pattern of stainless steel demand.

Softs: Forecasts for a significant global supply surplus of sugar weighed on sentiment, causing prices to decline 29% on the year. This made sugar the weakest agricultural commodity in the Dow Jones/AIG Index. Coffee prices remained relatively flat for 2006 and overall global coffee demand was solid. Scaled back cocoa crop prospects for the Ivory Coast, the world’s largest producer, added to the commodity’s recent bullish tone. The political situation in the Ivory Coast continues fairly quiet but civil unrest remains a potential factor. The cattle market traded sideways for most of the fourth quarter until severe weather conditions reduced cattle supply and caused prices to rise in the second half of December. Hog supply was ample during the quarter as the US entered a seasonally slow demand period. On the bright side, the most recent USDA estimate is that US pork exports will rise in 2007 to follow the 2006 increase.

 

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The Year Ended December 31, 2005

2005 was an eventful year in the global economic markets. The rise in global energy prices to historic highs was a primary factor that dominated the global economy, along with many other economic, geopolitical and social issues.

The U.S. equity markets lagged most foreign equity markets in 2005. The Dow Jones Industrial Index had its first annual loss since 2002, while the technology oriented Nasdaq Index had a modest 1% gain and the S&P 500 Index gained 3% for the year. Overall corporate earnings exceeded expectations for most of the year, including the third and fourth quarters. The impact of several hurricanes, high energy prices and rising interest rates were among the negative factors for the year.

European equity markets out-performed the U.S. equity markets by a significant margin for much of the year, with the fourth quarter being particularly strong. Among the three major indices, the German DAX gained 27%, the French CAC 40 gained 23% and the British FTSE 100 was up 17%. Asian equities were stronger than European equities, as South Korea’s Kospi increased 54% and Japan’s Nikkei rose 40%. The Nikkei finished the year with seven consecutive monthly gains. Australia’s All Ordinaries increased 17%.

One of the notable themes in U.S. interest rates was a flattening yield curve and a gradual trend toward inversion. The inversion finally occurred in December as the 10-year finished with a 4.39% yield versus 4.40% for the 2-year. The inversion was the first in six years. This pattern occurred in the face of 13 consecutive 25 point Federal Open Market Committee rate hikes to 4.25%. In Europe, the European Central Bank raised rates 25 points to 2.25% but this was not considered an indication of a cycle of rate hikes as European economic growth, while improved, remained fairly modest.

The U.S. dollar ended stronger in 2005, not withstanding a volatile trading pattern during the year. For the year, the U.S. dollar rose approximately 15% against the Japanese yen and the Euro. The interest rate differential was the primary factor behind the U.S. dollar’s solid performance. The British pound finished 2005 lower due to weakness in the U.K. economy. As a result of rate increases by the Bank of Canada, the Canadian dollar gradually gained versus the U.S. dollar, ending the year up 4.1%. The Australian dollar declined in 2005 despite rate hikes and strong equity markets. The Russian ruble decreased approximately 3.4% for the year. The full impact of the revaluation of the Chinese renminbi at midyear has yet to be realized.

Crude oil and related products were among the largest gainers in the commodities markets for 2005. Energy prices peaked in the summer, around the time of Hurricanes Katrina and Rita, and declined in October and November. Weather was a contributing influence to the decrease as above normal temperatures continued through the end of the year. Global demand, however, was ever increasing, with China and India in the forefront.

In the metals, gold prices steadily advanced in 2005, particularly in the final quarter of the year. Strong physical and investment demand, particularly from the Far East, was a yearlong feature. European central banks were reserved sellers and a number of other central banks, such as Russia and OPEC nations, increased the amount of gold in their reserve asset portfolios. Additionally, gold assumed the role as an alternative currency in 2005 as traders shied away from the U.S. dollar, Japanese yen and Euro. Silver prices tracked gold for much of the year due to strong physical demand from India in particular. In the base metals, copper prices rose significantly as strong Chinese demand remained a driving force throughout the year. Profits were the result of gains in the currencies, energy, interest rate and metals sectors. Net losses for Series F were experienced in the indices sector.

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 the years ended December 31, 2007, December 31, 2006 and December 31, 2005 are presented below.

The Year Ended December 31, 2007

Currencies: (-) This sector experienced the majority of its losses in the Australian dollar, Canadian dollar, euro, Mexican Peso, U.S. dollar versus the Japanese yen and Japanese yen. The majority of gains were experienced in the Swiss franc, New Zealand dollar and the British pound.

Energies: (-) This sector experienced losses in crude oil, gas oil and heating oil. Gains were experienced in gasoline and natural gas.

Indices: (-) This sector experienced the majority of its losses in the CAC 40, Nikkei, S&P 500, FTSE 100 and the Taiwan Indices. The majority of gains were experienced in the DAX, Hang Seng and the Nasdaq 100 indices.

 

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Interest Rates: (+) This sector experienced the majority of its losses in Euribor, Eurodollar, German 2-year Bonds and Short Sterling. The majority of gains were experienced in German Bobl, Japanese Government Bonds, British Gilt and U.S. Treasury Bonds.

Metals: (-) This sector experienced losses in copper and zinc. Gains were experienced in gold.

The Year Ended December 31, 2006

Currencies: (+) The currency sector was up for the year, with a majority of the gains from long and short positions in the euro and New Zealand dollar, and long positions in the Australian dollar.

Energies: (-) The energy sector was down in 2006, with a majority of the losses coming from long positions in crude, and long and short positions in gasoil.

Indices: (+) The sector was positive for the year, on gains from long positions in the DAX and S&P 500 indices.

Interest Rates: (+) The sector was positive for the year, with a majority of the gains from short positions in Eurodollars and Euribor, and long and short positions in the U.S. Treasury Note.

Metals: (+) The sector was up for the year, with long positions in copper and zinc contributing to the gains.

The Year Ended December 31, 2005

Currencies: (+) The sector generated a positive return in 2005, with gains generally coming in the second and fourth quarters. Short positions in the Japanese yen and the euro produced most of the sector’s profits. Losses were generated from long and short positions in the British pound and the Swiss franc.

Energy: (+) All components of the sector contributed to profits in energy for 2005. Long positions in crude and heating oil contributed the largest gains for the year.

Indices: (-) The sector finished the year down with three of the four quarters in negative territory. A majority of the loss was due to long and short positions in the S&P 500 Index and the NASDAQ 100 Index.

Interest Rates: (+) The sector was positive for the year, achieving gains in three out of the four quarters. Long and short positions in the German Bund and BOBL were profitable, and more than made up for the losses generated by long and short positions in the 5-year and 10-year U.S. Treasury Notes.

Metals: (+) Long positions in copper, zinc and gold proved profitable and contributed to a net gain in 2005.

Results of Operations

The net asset value (“NAV”) per Interest as of December 31, 2007, was $137.04, a decrease of 15.12% from the December 31, 2006 NAV per Interest of $161.46, which was an increase of 2.57% from the December 31, 2005 NAV per Interest of $157.41, which was an increase of 9.55% from the December 31, 2004 NAV per Interest of $143.69. The CISDM CPO Asset Weighted Index (formerly known as the Zurich Fund/Pool Qualified Universe Index) returned 8.55%, 8.30% and 5.97% for the years ended December 31, 2007, 2006, and 2005, respectively. The CISDM CPO Asset Weighted Index is the dollar weighted, total return of all commodity pools tracked by Managed Account Reports, LLC. Past performance is not necessary indicative of future results.

Registrant’s net assets during the year ended December 31, 2007 was approximately $19,875,000. Registrant’s net assets decreased by approximately $10,604,000 during 2007 as compared to 2006, decreased by approximately $6,276,000 during 2006 as compared to 2005, and decreased by approximately $2,156,000 during 2005 as compared to 2004. The decrease in net assets during the year ended 2007 was due to redemptions and negative trading performance. The decrease in net assets during the years ended 2006 and 2005 was due to redemptions.

Registrant’s trading gains (losses) before commissions and related fees for the years ended December 31, 2007, 2006, and 2005 were approximately $(2,496,000), $2,011,000 and $5,585,000, respectively.

Interest income is earned on the average daily equity maintained in its accounts with its clearing broker at competitive interest rates, therefore, varies weekly according to interest rates, trading performance, and redemptions. Interest income decreased by approximately $517,000 as compared to 2006, increased by approximately $421,000 during 2006 as compared to 2005, and increased by approximately $608,000 during 2005 as compared to 2004. The decrease in interest income during the year ending 2007 was due to reduced average net assets resulting from redemptions and negative trading performance. The increase in interest income during the years ending 2006 and 2005 was primarily due to increased short-term interest rates, which more than offset the reduced average net asset levels, which were primarily the result of redemptions during these time periods.

 

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Commissions are calculated on Registrant’s net asset value at the end of each week and therefore, vary according to weekly trading performance, and redemptions. 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 2007, decreased by approximately $432,000 during 2007 as compared to 2006, decreased by approximately $400,000 in 2006 as compared to 2005 and decreased by approximately $373,000 during 2005 as compared to 2004. The decrease in commissions for the years ended 2007, 2006 and 2005 was due to reduced average net asset levels discussed above.

Through the Registrant’s investment in the Trading Vehicle, the Trading Advisor makes all the trading decisions. Management fees are calculated on Registrant’s net asset value in the Trading Vehicle at the end of each week, and therefore, are affected by weekly trading performance, contributions and redemptions by Registrant in the Trading Vehicle. Management fees decreased by approximately $131,000 during 2007 as compared to 2006, decreased by approximately $104,000 during 2006 as compared to 2005, and decreased by approximately $142,000 during 2005 as compared to 2004. The decrease in Management fees during the years ending 2007, 2006 and 2005 was due to reduced average net asset levels discussed above.

Incentive fees are based on the “New High Net Trading Profits” generated by the Trading Advisor for Registrant investment in the Trading Vehicle as defined in the Advisory Agreement amongst the Trading Vehicle, Registrant, the Managing Owner and the Trading Advisor of the Trading Vehicle. Incentive fees incurred during the years ended December 31, 2007, 2006 and 2005 were $0, $0 and approximately $2,000, respectively.

General and administrative expenses for the years ended December 31, 2007, 2006 and 2005 were approximately $250,000, $258,000 and $146,000, respectively. These expenses include accounting, audit, tax and legal fees as well as printing and postage costs related to reports sent to limited owners. To the extent that general and administrative expenses exceed 1.5% of Registrant’s net asset value during such year (with a maximum of 0.5% attributable to other than legal and audit expenses) such amounts are borne by the Managing Owner and its affiliates. During the year ending December 31, 2006, estimated expenses exceeded the 1.5% threshold and the Managing Owner agreed to pay $10,220 for expenses exceeding the 1.5% limit. For the years ending December 31, 2007 and 2005, the 1.5% threshold was not exceeded.

Inflation

Inflation has had no material impact on operations or on the financial condition of Registrant from inception through December 31, 2007.

Off-Balance Sheet Arrangements and Contractual Obligations

As of December 31, 2007, 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 and the Trading Vehicle and, as a result of its investment in the Trading Vehicle, with the Trading Advisor and the Trading Vehicle’s commodity broker. Management fees payable by the Trading Vehicle to the Trading Advisor are calculated as a fixed percentage of the Trading Vehicle’s Net Asset Value. Incentive fees payable by the Registrant to the Trading Advisor are at a fixed rate, calculated as a percentage of the “New High Net Trading Profits”. Management fees payable by the Registrant to the Managing Owner are calculated as a percentage of Registrant’s net asset value. As such, the Managing Owner cannot anticipate the amounts to be paid for future periods as Net Asset Values and “New High Net Trading Profits” are not known until a future date. Commissions payable to the Trading Vehicle’s commodity broker are based on a cost per executed trade plus a fixed percentage of net assets 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 and 3 to Registrant’s financial statements for the year ended December 31, 2007, which is filed as an exhibit to Registrant’s Annual Report attached herewith.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Information regarding quantitative and qualitative disclosures about market risk is not required pursuant to Item 305(e) of Regulation S-K.

 

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Item 8. Financial Statements and Supplementary Data

The financial statements are incorporated by reference to pages 3 through 5 of Registrant’s 2007 Annual Report, which is filed as an exhibit hereto.

Selected unaudited quarterly financial data for the years ended December 31, 2007 and 2006 are summarized below (Because redemptions may be made, and management and incentive fees are calculated on a weekly basis, financial statements for interim periods are as of the latest valuation day in the last week of the period.):

 

     For the period
from January 1,
2007 to
March 30, 2007
    For the period
from March 31,
2007 to
June 29, 2007
    For the period
from June 30,

2007 to
September 28, 2007
    For the period
from September 29,
2007 to
December 31, 2007
 

Total revenues (including interest)

   $ (1,498,604 )   $ 3,915,340     $ (3,500,707 )   $ (326,489 )
                                

Total revenues (including interest) less commissions and other transaction fees

   $ (1,949,248 )   $ 3,466,185     $ (3,872,612 )   $ (666,681 )
                                

Net income (loss)

   $ (2,143,045 )   $ 3,285,407     $ (4,040,799 )   $ (890,322 )
                                

Net income (loss) per weighted average Interest

   $ (11.43 )   $ 18.47     $ (25.46 )   $ (5.96 )
                                
     For the period
from January 1,
2006 to

March 31, 2006
    For the period
from April 1,
2006 to

June 30, 2006
    For the period
from July 1,

2006 to
September 29, 2006
    For the period
from September 30,
2006 to

December 31, 2006
 

Total revenues (including interest)

   $ 2,268,120     $ (1,484,184 )   $ (586,379 )   $ 3,416,293  
                                

Total revenues (including interest) less commissions and other transaction fees

   $ 1,703,741     $ (2,017,487 )   $ (1,061,228 )   $ 2,944,596  
                                

Net income (loss)

   $ 1,471,932     $ (2,257,173 )   $ (1,267,960 )   $ 2,728,221  
                                

Net income (loss) per weighted average Interest

   $ 6.50     $ (10.49 )   $ (6.28 )   $ 14.20  
                                

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

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None

Item 9AT. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Registrant’s “disclosure controls and procedures” (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”)) are designed to ensure that information required to be disclosed by Registrant in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission (the “SEC”), and that such information is accumulated and communicated to Registrant’s management, including the Managing Owner’s Co-Chief

 

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Executive Officers and Director of Fund Administration (who, in these capacities, function as the Co-Chief Executive Officers and Principal Financial/Accounting Officer, respectively, of the Registrant), as appropriate to allow for timely decisions regarding required disclosure.

In designing and evaluating Registrant’s disclosure controls and procedures, the Managing Owner recognized 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.

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 the period covered by this report. Based upon such evaluation, the Managing Owner’s Co-Chief Executive Officers and Director of Fund Administration have concluded that, as of the end of such period, Registrant’s disclosure controls and procedures are.

Management’s Report on Internal Control Over Financial Reporting

Registrant’s management is responsible for establishing and maintaining adequate internal controls over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Under the supervision and with the participation of Registrant’s management, including the Managing Owner’s Co-Chief Executive Officers and Director of Fund Administration, Registrant conducted an evaluation of the effectiveness of its internal controls over financial reporting based on the framework in “Internal Control - Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on the evaluation under the framework in “Internal Control - Integrated Framework” issued by COSO, the Managing Owner concluded that Registrant’s internal controls over financial reporting were effective as of December 31, 2007.

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

Attestation Report of the Registered Public Accounting Firm

Registrant’s 2007 Annual Report does not include an attestation report of Registrant’s independent registered public accounting firm regarding the Registrant’s internal controls over financial reporting. Management’s report was not subject to attestation by Registrant’s independent registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit Registrant to provide only management’s report in its 2007 Annual Report.

Changes in Internal Control Over Financial Reporting

There have been no changes in Registrant’s internal controls over financial reporting (as defined in Rules 13a – 15(f) and 15d – 15(f) under the Exchange Act) during the fourth quarter of 2007 that have materially affected, or are reasonably likely to materially affect, Registrant’s internal controls over financial reporting.

Item 9B. Other Information

None

PART III

Item 10. Directors, Executive Officers and Corporate Governance

Registrant had no directors or executive officers. Registrant is managed by the Managing Owner.

The directors and executive officers of the Managing Owner are as follows:

Mr. Kenneth A. Shewer (born 1953), a Director and Co-Chief Executive Officer of the Managing Owner, has been a principal, associated person and NFA associate member of the Managing Owner since February 8, 1984, May 1,1985 and August 1, 1985, respectively. He has been Chairman and Co-Chief Executive Officer of the Managing Owner since February 1984. Mr. Shewer was employed by Pasternak, Baum and Co., Inc. (“Pasternak, Baum”), an international cash commodity firm, from June 1976 until September 1983. Mr. Shewer created and managed Pasternak, Baum’s Grain Logistics and Administration Department and created its Domestic Corn and Soybean Trading Department. Mr. Shewer’s responsibilities at Pasternak, Baum included merchandising South American grain and exporting United States corn and soybeans. In 1982, Mr. Shewer became co-manager of Pasternak, Baum’s F.O.B. Corn Department. In 1983, Mr. Shewer was made Vice President and Director of

 

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Pasternak, Baum. Mr. Shewer has traveled extensively in South America and Europe in connection with the commodity business and has organized and effected grain and oilseed sales in those regions, the former Soviet Union, and the Far East. While at Pasternak, Baum, Mr. Shewer was a member of the St. Louis Merchants Exchange and was associated with the National Grain and Feed Association and the North American Export Grain Association.

Mr. Shewer graduated from Syracuse University with a B.S. degree in 1975. Mr. Shewer sits on the Board of the Stacy Joy Goodman Memorial Foundation, a non-profit charity committed to finding a cure for Juvenile Diabetes. He is also a member of the Board of the Diabetes Research Institute Foundation, a not-for-profit organization affiliated with the University of Miami School of Medicine. Mr. Shewer is a founding member and a member of the Board of the Greenwich Roundtable. He is also a Director of The Kenmar Global ECO Foundation Inc., which was formed in order to make a meaningful, positive impact on society and the environment by identifying and supporting organizations that promote environmental and sustainability causes around the world.

Mr. Marc S. Goodman (born 1948), a Director and Co-Chief Executive Officer of the Managing Owner, has been a principal, associated person and NFA associate member of the Managing Owner since February 7, 1984, May 1, 1985 and August 1, 1985, respectively. He has been President and Co-Chief Executive Officer of the Managing Owner since February 1984. Mr. Goodman joined Pasternak, Baum in September 1974 and was a Vice President and Director from July 1981 until September 1983. While at Pasternak, Baum, Mr. Goodman was largely responsible for business development outside of the United States, for investment of its corporate retirement funds, and for selecting trading personnel in the Vegetable Oil Division. Mr. Goodman also created and developed Pasternak, Baum’s Lauric Oils Department. Mr. Goodman has conducted extensive business in South America, Europe and the Far East; he has been a merchandiser of all major vegetable oils and their by-products, and of various other commodities such as sunflower seeds, frozen poultry, pulses and potatoes.

Mr. Goodman graduated from the Bernard M. Baruch School of Business of the City University of New York with a B.B.A. in 1969 and an M.B.A. in 1971 in Finance and Investments, where he was awarded an Economics and Finance Department Fellowship from September 1969 through June 1971. Mr. Goodman is a member of the American Arbitration Association; while at Pasternak, Baum, he was a member of the National Institute of Oilseeds Products and the American Fats and Oils Association (including its Export Rules Committee).

Mr. Goodman is the most recent past Chairman of the Board of the Stacy Joy Goodman Memorial Foundation, a non-profit charity committed to finding a cure for Juvenile Diabetes. He is also Chairman of the Board of the Diabetes Research Institute Foundation, a not-for-profit organization that is the principle source of funding for the Diabetes Research Institute, a world renowned cure based research center affiliated with the University of Miami School of Medicine. Mr. Goodman is a founding member and member of the Greenwich Roundtable. He is also a Director of The Kenmar Global ECO Foundation Inc., which was formed in order to make a meaningful, positive impact on society and the environment by identifying and supporting organizations that promote environmental and sustainability causes around the world.

Messrs. Shewer and Goodman left Pasternak, Baum in September 1983 to form Kenmar Advisory Corp. (now known as Preferred Investment Solutions Corp., the Managing Owner) and they have occupied their present positions with the Managing Owner since that time.

Ms. Esther Eckerling Goodman (born 1952), Senior Executive Vice President and Chief Operating Officer of the Managing Owner, has been a principal, associated person and NFA associate member of the Managing Owner since May 12, 1988, July 17, 1986 and July 17, 1986, respectively. She joined the Managing Owner in July 1986 and is its Chief Operating Officer and Senior Executive Vice President. Ms. Goodman has been involved in the futures industry since 1974. From 1974 through 1976, she was employed by Conti-Commodity Services, Inc. and ACLI Commodity Services, Inc., in the areas of hedging, speculative trading and tax arbitrage. In 1976, Ms. Goodman joined Loeb Rhoades & Company, Inc. where she was responsible for developing and managing a managed futures program that, in 1979, became the trading system for Westchester Commodity Management, an independent commodity-trading advisor of which Ms. Goodman was a founder and principal. From 1983 through mid-1986, Ms. Goodman was employed as a marketing executive at Commodities Corp. (USA) of Princeton, New Jersey. Ms. Goodman was a Director of the Managed Futures Trade Association from 1987 to 1991 and a Director of its successor organization, the Managed Futures Association, from 1991 to 1995 (now the Managed Funds Association). Ms. Goodman graduated from Stanford University with a B.A. degree in psychology in 1974.

Ms. Goodman is married to Mr. Marc Goodman.

Mr. Braxton Glasgow III (born 1953) has been a principal, associated person, branch manager and NFA associate member of the Managing Owner since June 21, 2001, June 21, 2001, July 13, 2004 and June 8, 2001, respectively. Mr. Glasgow has been an Executive Vice President of the Managing Owner since joining the Managing Owner in May 2001. Mr. Glasgow is responsible for business development. Previously, he served as Executive Vice President, Director of Client Services and a Principal at Chesapeake Capital Corp., a commodities trading firm, and as Senior Managing Director at Signet Investment Banking Co. Mr. Glasgow began his career at PricewaterhouseCoopers, where he specialized in mergers and acquisitions and private equity, including extensive work in Europe and the Far East. Mr. Glasgow received a B.S. in Accounting from the University of North Carolina at Chapel Hill and is a Certified Public Accountant. From 1994 to 1995, he was President of the Jay Group Ltd. Mr. Glasgow received a B.S. degree in accounting from the University of North Carolina in 1975.

 

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Ms. Maureen D. Howley (born 1967) has been a principal of the Managing Owner since August 11, 2003. She has been a Senior Vice President and Chief Financial Officer of the Managing Owner since joining the Managing Owner in July 2003. She is responsible for corporate finance. From July 2001 until July 2003, Ms. Howley was an Associate at Andor Capital Management, LLC, an equity hedge fund company. At Andor, she was responsible for managing the corporate accounting functions. Previously, she was the Controller at John W. Henry & Company, Inc., a commodity-trading advisor (“JWH”), where she held positions of increasing responsibility from September 1996 to July 2001. She began her career at Deloitte & Touche where she specialized in the financial services industry. She held many positions of increasing responsibility for seven years, and left as an Audit Senior Manager in September 1996 to join JWH. Ms. Howley received a B.A. in Accounting from Muhlenberg College in 1989 and designation as a Certified Public Accountant in 1990.

Mr. Lawrence S. Block (born 1967) has been a Senior Vice President and General Counsel of the Managing Owner since joining the Managing Owner in March 2005. Prior to joining the Managing Owner, Mr. Block was a Managing Director and General Counsel of Lipper & Company, L.P., a New York-based investment management firm, from January 1998 until March 2005. Prior to joining Lipper & Company, Mr. Block was a senior associate at the law firm Cadwalader, Wickersham & Taft in New York from May 1996 through December 1997. Mr. Block also worked as an associate at the law firm Proskauer Rose Goetz & Mendelsohn from September 1992 through May 1996. Mr. Block received a B.S. in Business Administration with a concentration in Accounting from the University of North Carolina at Chapel Hill in 1989 and a J.D. from the University of Pennsylvania School of Law in 1992. Mr. Block’s registration as a principal of the Managing Owner has been effective since March 17, 2005.

Mr. David K. Spohr (born 1963), Senior Vice President and Director of Fund Administration of the Managing Owner, joined the Managing Owner in 2005. He is responsible for the development and execution of the administration group support responsibilities and, as Director of Fund Administration, functions as the Principal Financial/Accounting Officer of Registrant. From 2002 to 2005, Mr. Spohr was a Vice President at Safra Group, where he was responsible for the Alternative Investment operations, tax reporting and pricing valuation. From 2000 to 2002, he was a consultant to The Safra Group. From 1994-1999, he was Manager of Investment Services for the Bank of Bermuda, supporting private client transactions. From 1993 to 1994, he was the Manager of Global Operations for Highbridge Capital Corporation during the fund’s infancy. Mr. Spohr received a B.S. in Business Economics from The State University of New York College at Oneonta in 1985 and designation as a Chartered Financial Analyst in 1998.

Ms. Joanne D. Rosenthal (born 1965) has been a principal, associated person and NFA associate member of the Managing Owner since February 29, 2000, February 29, 2000 and November 30, 1999, respectively. Ms. Rosenthal is Senior Vice President and Director of Portfolio Management and Implementation for the Managing Owner. Prior to joining the Managing Owner in October 1999, Ms. Rosenthal spent nine years at The Chase Manhattan Bank, in various positions of increasing responsibility. From July 1991 through April 1994, she managed the Trade Execution Desk and from May 1994 through September 1999, she was a Vice President and Senior Portfolio Manager of Chase Alternative Asset Management, Inc. Ms. Rosenthal received a Masters of Business Administration with a concentration in Finance from Cornell University and a Bachelor of Arts in Economics from Concordia University in Montreal, Canada.

Mr. Peter J. Fell (born 1960), Senior Vice President and Director of Due Diligence since joining the Managing Owner in September 2004. He is responsible for manager selection and due diligence. Mr. Fell is a member of the Investment Committee. From 2000 through August 2004, Mr. Fell was a founding partner and Investment Director of Starview Capital Management. Prior to co-founding Starview Capital Management, Mr. Fell was Vice President of Research and Product Development at Merrill Lynch Investment Partners Inc (MLIP). He was responsible for the investment evaluation and recommendation process pertaining to MLIP funds and sat on MLIP’s Investment Committee. Prior to joining MLIP, Mr. Fell had been with Deutsche Bank Financial Products Corporation for six years starting in 1989, where he was Vice President in the over-the-counter fixed income derivatives area. From 1985 to 1989, he was employed by Manufacturers Hanover Trust Company, ultimately holding the position of Assistant Vice President in the Swaps and Futures Group. Mr. Fell holds an A.B. cum laude in Music Theory and History and an M.B.A. in Finance from Columbia University.

Ms. Melissa Cohn (born 1960), Managing Director and Senior Research Analyst, joined the Managing Owner in 1988. Her responsibilities include manager due diligence, manager analysis, and portfolio/risk management. Ms. Cohn has been involved in the futures industry for over 20 years. Prior to joining the Managing Owner, she spent six years in positions of increasing responsibility in the Commodities Division at Shearson Lehman Hutton Inc. Her experience includes that of Sales Assistant, Assistant Commodity Trader and Trader executing orders from numerous CTAs that traded through Shearson. Ms. Cohn graduated from the University of Wisconsin Madison with a B.S. in Agriculture in 1982.

Ms. Jennifer S. Moros (born 1970) has been a Senior Vice President, Marketing and Investor Relations of the Managing Owner since joining the Managing Owner in January 2007. From October 2006 until December 2006, she worked at The Bank of New York. Previously, she was the Chief Operating Officer and Director of Marketing of Coronat Capital Management, LLC, a small start-up hedge fund, from November 2004 until September 2005. Previously, she was Vice President and Product Manager at Credit Suisse in their Alternative Capital Division from February 2000 until November 2004, responsible for marketing, new product development and reporting for their fund of hedge funds business. From June 1998 to January 2000, she was a Senior Associate in the Marketing and Business Development areas at Zweig-DiMenna, a large long/short equity hedge fund. Prior to

 

21


this, she was employed at Symphony Alternative Investments, an alternatives pension consulting firm, from July 1997 to June 1998, where she was responsible for quantitative and qualitative assessments and recommendations of alternative investments including hedge funds, private equity and venture capital for large institutional clients. From November 1993 until July 1995, Ms. Moros was a Financial Analyst at Bankers Trust and a Business Applications Analyst at National Westminster Bancorp from August 1992 until November 1993. Ms. Moros received an M.B.A in Finance from The Sloan School at the Massachusetts Institute of Technology in 1997 and a B.S. in Economics from The Wharton School of the University of Pennsylvania in 1992.

Mr. Frank Coloccia (born 1965), Senior Vice President and Chief Technology Officer, graduated from Manhattan College in 1987 and 1993 with a BS in Computer Information Systems and MBA in Management Information Systems, respectively. Since December 2007, Mr. Coloccia has been Senior Vice President and Chief Technology Officer for all of the Kenmar Group of companies, including Preferred. Prior to joining Kenmar, Mr. Coloccia was a Managing Partner of JFA Group LLC, a consulting firm owned by Mr. Coloccia, from September 2007 until December 2007, as well as from September 2006 until January 2007. From January 2007 until September 2007, Mr. Coloccia was the Chief Research Officer at The Info Pro, an independent market research company for the Information Technology industry. Prior to that time, he was Senior Vice President of Xandros Inc., a provider of Linux-based server, desktop and Windows-Linux cross-platform systems management tools, from April 2006 until September 2006. From November 1999 through February 2006, Mr. Coloccia was the President and Chief Technology Officer of Creative Technologies Group Inc., a consulting company that specialized in networking and application support for the small-medium enterprises market.

Mr. Gordon Nicholson (born 1965), Vice President and Senior Research Analyst, graduated from John Abbott College in 1985 with a Diploma of Collegiate Studies - Pure and Applied Sciences; from Bishop’s University in 1988 with a B.A. in Political Science and Economics and from Vermont Law School in 1993 with a J.D. Mr. Nicholson is also a Certified Financial Advisor and Chartered Alternative Investment Analyst. Mr. Nicholson joined the Kenmar Group in June 2005 and currently serves as Vice President, Director and Senior Research Analyst for the Managing Owner. Mr. Nicholson is a Member of Registrant’s Investment Committee. Previously, he was the Manager – Credit and Pricing, at Bombardier, Inc., a manufacturer of planes and trains, where he held positions of increasing responsibility from April 2003 to June 2005. Prior to that, from July 2002 to April 2003, he was a Senior Credit Analyst at Bombardier Capital, Inc., an asset management firm.

Section 16(a) Beneficial Ownership Reporting Compliance

Certain of the Managing Owner’s directors and officers and any persons holding more than ten percent of Registrant’s Limited Interests (“Ten Percent Owners”) are required to report their initial ownership of Interests and any subsequent changes in that ownership to the Securities and Exchange Commission (the “SEC”) on Forms 3, 4 or 5. Such directors and officers and Ten Percent Owners are required by SEC regulations to furnish Registrant with copies of all Forms 3, 4 and 5 they file. There are no Ten Percent Owners of Registrant’s Limited Interests. All filing requirements of Section 16(a) of the Exchange Act were timely complied with during the fiscal year. In making these disclosures, Registrant has relied solely on written representations of the Managing Owner’s directors and officers and Registrant’s Ten Percent Owners or copies of the reports that they have filed with the SEC during and with respect to its most recent fiscal year.

Code of Ethics

Preferred has adopted a Code of Ethics for its Co-Chief Executive Officers and Director of Fund Administration (who, in these capacities, function as the Co-Chief Executive Officers and Principal Financial/Accounting Officer, respectively, of Registrant), accounting managers and persons performing similar functions. A copy of the Code of Ethics is attached as an exhibit hereto.

Audit Committee Financial Expert

Registrant itself does not have any employees. Preferred serves as managing owner of Registrant. The Board of Directors of Preferred has delegated audit committee responsibilities to the Internal Controls and Disclosure Committee. David K. Spohr is Preferred’s Director of Fund Administration (and, in that capacity, functions as Registrant’s Principal Financial/Accounting Officer), is a member of the Internal Controls and Disclosure Committee, and serves as the “audit committee financial expert” for Registrant. Mr. Spohr is not a member of Preferred’s Board of Directors and he is not independent of management.

Item 11. Executive Compensation

Registrant does not pay or accrue any fees, salaries or any other form of compensation for officers of the Managing Owner for their services. (See also Item 13, Certain Relationships and Related Transactions, and Director Independence for information regarding compensation to the Managing Owner).

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

As of January 31, 2008, Preferred maintains a 1% Managing Owner Interest in Registrant. As of January 31, 2008, all of Preferred’s stock is owned indirectly and equally by Messrs. Goodman and Shewer, Preferred’s sole directors.

 

22


As of January 31, 2008, the following officers of the Managing Owner are deemed to own beneficially the following number of General Interests issued by Registrant:

 

Title of Class

 

Name and Addresses of

Beneficial Owner

  

Amount and Nature of
Beneficial Ownership

  Percent of
Class
 
General Interests   Marc S. Goodman     
  900 King Street, Suite 100     
  Rye Brook, New York 10573    1,470 General Interests (*)   100 %
General Interests   Kenneth A. Shewer     
  900 King Street, Suite 100     
  Rye Brook, New York 10573    1,470 General Interests (*)   100 %
General Interests   Esther E. Goodman     
  900 King Street, Suite 100     
  Rye Brook, New York 10573    1,470 General Interests (**)   100 %

 

(*) These Interests are held indirectly through Preferred. The Beneficial Owner disclaims beneficial ownership over such securities for purposes of Section 16 of the Securities Exchange Act of 1934, except to the extent of his pecuniary interest therein.
(**) These Interests are held by the Beneficial Owner’s spouse indirectly through Preferred. The Beneficial Owner disclaims beneficial ownership over such securities for purposes of Section 16 of the Securities Exchange Act of 1934, except to the extent of her pecuniary interest therein.

As of January 31, 2008, no owners of Limited Interests beneficially owned more than five percent (5%) of the Limited Interests issued by Registrant:

Item 13. Certain Relationships and Related Transactions, and Director Independence

Registrant has and will continue to have certain relationships with the Managing Owner and its affiliates. However, there have been no direct financial transactions between Registrant and the officers of the Managing Owner.

Reference is made to Note 4 to the financial statements in Registrant’s 2007 Annual Report, which is filed as an exhibit hereto, which identifies the related parties and discusses the services provided by these parties and the amounts paid or payable, if any, for their services.

Director Independence

David K. Spohr is Preferred’s Director of Fund Administration (and, in that capacity, functions as Registrant’s Principal Financial/Accounting Officer), is a member of the Internal Controls and Disclosure Committee, and serves as the “audit committee financial expert” for Registrant. Mr. Spohr is not a member of Preferred’s Board of Directors and he is not independent of management.

Item 14. Principal Accounting Fees and Services

Audit Fees and All Other Fees

Registrant’s principal accountant since October 15, 2007 has been Eisner LLP (“Eisner”). Registrant’s principal accountant for the year ended December 31, 2006 and for the period January 1, 2007 through September 14, 2007 was Deloitte & Touche LLP (“D&T”).

(a) Audit Fees

Fees for audit services performed by Eisner totaled approximately $28,000 for 2007, including fees associated with the review of Registrant’s quarterly report on Form 10-Q. Fees for audit services performed by D&T totaled approximately $22,000 and $54,000 for 2007 and 2006, respectively, including fees associated with the annual audit and the reviews of Registrant’s quarterly reports on Form 10-Q.

(b) Audit-Related Fees

The audit-related fees billed to Registrant by Eisner for the period of October 15, 2007 through December 31, 2007 totaled approximately $0. The audit-related fees billed to Registrant by D&T for the year ended December 31, 2006 and for the period January 1, 2007 through September 14, 2007 for products and services other than the services reported above totaled $0.

 

23


(c) Tax Fees

Fees for tax services by Arthur F. Bell, Jr. & Associates, L.L.C, including tax compliance and tax advice totaled approximately $16,000 and $7,000 in 2007 and 2006, respectively.

We have been advised by Eisner that neither the firm, nor any member of the firm, has any financial interest, direct or indirect, in any capacity in Registrant or its affiliates.

(d) All Other Fees.

The other fees billed to Registrant by D&T for the year ended December 31, 2006 and for the period January 1, 2007 through September 14, 2007 for products and services other than the services reported above totaled $0. The other fees billed to Registrant by Eisner for the period of October 15, 2007 through December 31, 2007 totaled approximately $0.

 

24


PART IV

 

              Annual Report
Page Number

Item 15. Exhibits, Financial Statement Schedules

  

(a)

   1.   Financial Statements and Report of Independent Registered Public Accounting Firm incorporated by reference to Registrant’s 2007 Annual Report which is filed as an exhibit hereto   
     Report of Independent Registered Public Accounting Firm – Eisner LLP    1
     Report of Independent Registered Public Accounting Firm – Deloitte & Touche LLP    2
     Financial Statements:   
     Statements of Financial Condition – December 31, 2007 and 2006    3
     Statements of Operations – Years ended December 31, 2007, 2006 and 2005    4
     Statements of Changes in Trust Capital – Years ended December 31, 2007, 2006 and 2005    5
     Notes to Financial Statements    6 –15
   2.   Financial Statement Schedules   
     All schedules have been omitted because they are not applicable or the required information is included in the financial statements or the notes thereto   
   3.   Exhibits   
   (a)   Description:   
   4.1   Third Amended and Restated Declaration of Trust Agreement of World Monitor Trust II dated as of October 1, 2004 (incorporated by reference to Exhibit 4.1 of Registrant’s Annual Report on Form 10-K for the year ended December 31, 2004)
   4.2   Form of Request for Redemption (incorporated by reference to Exhibit 4.2 to Post Effective Amendment No. 4 to Registrant’s Registration Statement on Form S-1, File No. 333-83011, filed on April 2, 2002)
   4.3   Form of Exchange Request (incorporated by reference to Exhibit 4.3 to Post Effective Amendment No. 4 to Registrant’s Registration Statement on Form S-1, File No. 333-83011, filed on April 2, 2002)
   4.4   Form of Subscription Agreement (incorporated by reference to Exhibit 4.4 to Post-Effective Amendment No. 4 to Registrant’s Registration Statement on Form S-1, File No. 333-83011, filed on April 2, 2002)
   4.5   The Privacy Notice of the Managing Owner dated January 2008 (filed herewith)
   10.1   Form of Escrow Agreement among the Trust, Managing Owner, PSI and the Chase Manhattan Bank (incorporated by reference to Exhibit 10.1 to Registrant’s Registration Statement on Form S-1, File No. 333-83011, filed on September 17, 1999)
   10.2   Form of Brokerage Agreement among the Trust and PSI (incorporated by reference to Exhibit 10.2 to Registrant’s Statement on Form S-1, File No. 333-83011, filed on September 17, 1999)
   10.3   Form of Advisory Agreement among Registrant, Managing Owner, and the Trading Advisor (incorporated by reference to Exhibit 10.3 to Registrant’s Registration Statement on Form S-1, File No. 333-83011, filed on July 16, 1999)
   10.4   Form of Representation Agreement Concerning the Registration Statement and the Prospectus among Registrant, Managing Owner, PSI, Wilmington Trust Company and the Trading Advisor (incorporated by reference to Exhibit 10.4 to Registrant’s Registration Statement on Form S-1, File No. 333-83011, filed on September 17, 1999)

 

25


   10.5    Form of Net Worth Agreement between the Managing Owner and Prudential Securities Group, Inc. (incorporated by reference to Exhibit 10.5 to Registrant’s Registration Statement on Form S-1, File No. 333-83011, filed on September 17, 1999)
   10.6    Service Agreement among Registrant, Prudential Securities Futures Management Inc. and Wachovia Securities, LLC dated as of July 1, 2003 (incorporated by reference to Exhibit 10.6 to Registrant’s Annual Report on Form 10-K for the year ended December 31, 2003)
   10.7    Novation letter among the Trust, Trading Advisor and Managing Owner dated September 14, 2004 (incorporated by reference to Exhibit 10.7 to Registrant’s Annual Report on Form 10-K for the year ended December 31, 2004)
   10.8    Letter Agreement Amending and Restating Brokerage Agreements between the Managing Owner and Prudential Financial Derivatives, LLC dated October 1, 2004 (incorporated by reference to Exhibit 10.7 to Registrant’s Annual Report on Form 10-K for the year ended December 31, 2004)
   10.9    Advisory Agreement among the Managing Owner, WMT Campbell Pool, L.L.C. and Campbell & Company, Inc. dated November 3, 2004 (incorporated by reference to Exhibit 10.7 to Registrant’s Annual Report on Form 10-K for the year ended December 31, 2004)
   10.10    WMT Campbell Pool, L.L.C. Organization Agreement dated November 3, 2004 (incorporated by reference to Exhibit 10.10 to Registrant’s Annual Report on Form 10-K for the year ended December 31, 2006)
   10.11    Administrative Service Agreement between WMT Campbell Pool, L.L.C. and Preferred Investment Solutions Corp. dated November 3, 2004 (incorporated by reference to Exhibit 10.10 to Registrant’s Annual Report on Form 10-K for the year ended December 31, 2006)
   10.12    Amendment No. 1 to WMT Campbell Pool, L.L.C. Organization Agreement dated August 25, 2006 (incorporated by reference to Exhibit 10.10 to Registrant’s Annual Report on Form 10-K for the year ended December 31, 2006)
   10.13    Services Agreement between Spectrum Global Fund Administration, L.L.C. and Registrant dated May 23, 2007 (filed herewith)
   13.1    Registrant’s 2007 Annual Report (with the exception of the information and data incorporated by reference in Items 5, 7 and 8 of this Annual Report on Form 10-K, no other information or data appearing in Registrant’s 2007 Annual Report is to be deemed filed as part of this report) (filed herewith)
   14.1    Preferred Investment Solutions Corp. Code of Ethics (adopted pursuant to Section 406 of Sarbanes Oxley Act of 2002) as of October 1, 2006
   31.1    Certification pursuant to Exchange Act Rules 13a-14 and 15d-14 (filed herewith)
   31.2    Certification pursuant to Exchange Act Rules 13a-14 and 15d-14 (filed herewith)
   32.1    Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith)
   32.2    Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith)
(b)       Report on Form 8-K – Entry in a Definitive Material Agreement; Termination of a Definitive Material Agreement; Financial Statements and Exhibits, dated September 11, 2007 (incorporate by reference)
      Reports on Form 8-K – Changes in Registrant’s Certifying Accountant; Financial Statements and Exhibits, dated September 18, 2007(incorporated by reference)
      Report on Form 8-K – Changes in Registrant’s Certifying Accountant, dated October 17, 2007 (incorporated by reference)

 

26


WORLD MONITOR TRUST II – SERIES F

ANNUAL REPORT

December 31, 2007

 

27


WORLD MONITOR TRUST II – SERIES F

The financial statements are comprised of Section I, containing the financial statements of World Monitor Trust II – Series F as of December 31, 2007 and 2006, and for the years ended December 31, 2007, 2006 and 2005, and Section II, containing the financial statements of WMT Campbell Pool L.L.C. as of December 31, 2007 and 2006 and for the years ended December 31, 2007, 2006 and 2005.

 

 

SECTION I

 

 

 

     PAGES
Report of Independent Registered Public Accounting Firm – Eisner LLP    1
Report of Independent Registered Public Accounting Firm – Deloitte & Touche LLP    2
Financial Statements   

Statements of Financial Condition

   3

Statements of Operations

   4

Statements of Changes in Trust Capital

   5

Notes to Financial Statements

   6 – 15

 

 

SECTION II

 

 

Financial statements of WMT Campbell Pool L.L.C. as of

December 31, 2007 and 2006 and for the years ended December 31, 2007, 2006 and 2005.

 

28


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Managing Owner and Limited Owners of

World Monitor Trust II – Series F

We have audited the accompanying statement of financial condition of World Monitor Trust II – Series F (the “Trust”) as of December 31, 2007, and the related statements of operations and changes in trust capital and the financial highlights for the year ended December 31, 2007. These financial statements and the financial highlights are the responsibility of the Trust’s management. Our responsibility is to express an opinion on this financial statement and financial highlights based on our audit.

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

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of World Monitor Trust II – Series F at December 31, 2007, and the results of its operations and changes in its trust capital and the financial highlights for the year ended December 31, 2007, in conformity with accounting principles generally accepted in the United States of America.

Eisner LLP

New York, New York

March 19, 2008

 

-1-

29


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Managing Owner and Limited Owners of

World Monitor Trust II – Series F

We have audited the accompanying statement of financial condition of World Monitor Trust II – Series F (the “Trust”) as of December 31, 2006, and the related statements of operations and changes in trust capital for the years ended December 31, 2006 and 2005. These financial statements are the responsibility of the Trust’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of World Monitor Trust II – Series F at December 31, 2006 and the results of its operations and changes in its trust capital for the years ended December 31, 2006 and 2005, in conformity with accounting principles generally accepted in the United States of America.

Deloitte & Touche LLP

New York, New York

March 28, 2007

 

-2-

30


WORLD MONITOR TRUST II – SERIES F

STATEMENTS OF FINANCIAL CONDITION

December 31, 2007 and 2006

 

     2007    2006

ASSETS

     

Cash in commodity trading accounts

   $ 146,635    $ 227,349

Investment in WMT Campbell Pool L.L.C., at net asset value (99.86% and 99.86% of net asset value, respectively)

     19,846,527      30,437,482

Redemption receivable from WMT Campbell Pool L.L.C.

     36,997      77,559

Accounts receivable

     0      10,220
             

Total assets

   $ 20,030,159    $ 30,752,610
             

LIABILITIES

     

Accrued expenses

   $ 38,273    $ 51,258

Commissions and other transaction fees payable

     102,644      179,987

Redemption payable

     13,930      42,389
             

Total liabilities

     154,847      273,634
             

TRUST CAPITAL

     

Limited interests (143,558.270 and 186,888.821 interests outstanding) at December 31, 2007 and 2006, respectively.

     19,673,857      30,174,948

Managing Owner interests (1,470 and 1,883 interests outstanding) at December 31, 2007 and 2006, respectively.

     201,455      304,028
             

Total trust capital

     19,875,312      30,478,976
             

Total liabilities and trust capital

   $ 20,030,159    $ 30,752,610
             

Net Asset Value per Limited and Managing Owner Interest

 

December 31,

2007

  

2006

  

2005

$

 

137.04

   $    161.46    $    157.41
           

See accompanying notes.

 

-3-

31


WORLD MONITOR TRUST II – SERIES F

STATEMENTS OF OPERATIONS

For the Years Ended December 31, 2007, 2006 and 2005

 

     2007     2006     2005  

NET LOSS FROM TRUST OPERATIONS:

      

REVENUES

      

Realized

   $ 0     $ 0     $ (13,519 )

Change in unrealized

     0       0       14,245  

Interest income

     8,210       12,568       9,818  
                        

Total revenues

     8,210       12,568       10,544  
                        

EXPENSES

      

Brokerage commissions and other transaction fees

     1,549,847       1,948,352       2,258,446  

Incentive fees

     0       0       1,631  

General and administrative

     175,656       257,883       145,873  
                        

Total expenses

     1,725,503       2,206,235       2,405,950  
                        

General and administrative expense borne by the Managing Owner and its affiliates

     0       (10,220 )     0  
                        

Net expenses

     1,725,503       2,196,015       2,405,950  
                        

NET LOSS FROM TRUST OPERATIONS

     (1,717,293 )     (2,183,447 )     (2,395,406 )
                        

NET INCOME (LOSS) ALLOCATED FROM WMT CAMPBELL POOL L.L.C.:

      

REVENUES

      

Realized

     (359,207 )     (1,439,631 )     6,205,301  

Change in unrealized

     (2,136,654 )     3,450,774       (620,885 )

Interest income

     1,077,191       1,590,139       1,171,788  
                        

Total revenues

     (1,418,670 )     3,601,282       6,756,204  
                        

EXPENSES

      

Brokerage commissions and other transaction fees

     62,049       95,876       185,316  

General and administrative

     74,668       0       0  

Management fee

     516,079       646,939       750,884  
                        

Total expenses

     652,796       742,815       936,200  
                        

NET INCOME (LOSS) ALLOCATED FROM WMT CAMPBELL POOL L.L.C.

     (2,071,466 )     2,858,467       5,820,004  
                        

NET INCOME (LOSS)

   $ (3,788,759 )   $ 675,020     $ 3,424,598  
                        

NET INCOME (LOSS) PER WEIGHTED AVERAGE LIMITED AND MANAGING OWNER INTEREST

      

Net income (loss) per weighted average Limited and Managing Owner interest

   $ (22.56 )   $ 3.24     $ 13.48  
                        

Weighted average number of Limited and Managing Owner interests outstanding

     167,974       208,545       253,984  
                        

See accompanying notes.

 

-4-

32


WORLD MONITOR TRUST II – SERIES F

STATEMENTS OF CHANGES IN TRUST CAPITAL

For the Years Ended December 31, 2007, 2006 and 2005

 

     Interests     Limited
Interests
    Managing Owner
Interests
    Total  

Trust capital at December 31, 2004

   270,793.193     $ 38,509,087     $ 401,473     $ 38,910,560  

Contributions

   52.464       8,642       0       8,642  

Redemptions

   (37,347.984 )     (5,529,361 )     (59,476 )     (5,588,837 )

Net income for the year ended December 31, 2005

   0.000       3,387,551       37,047       3,424,598  
                              

Trust capital at December 31, 2005

   233,497.673       36,375,919       379,044       36,754,963  

Redemptions

   (44,725.852 )     (6,869,294 )     (81,713 )     (6,951,007 )

Net income for the year ended December 31, 2006

   0.000       668,323       6,697       675,020  
                              

Trust capital at December 31, 2006

   188,771.821       30,174,948       304,028       30,478,976  

Contributions

   3.060       0       500       500  

Redemptions

   (43,746.611 )     (6,750,450 )     (64,955 )     (6,815,405 )

Net loss for the year ended December 31, 2007

   0.000       (3,750,641 )     (38,118 )     (3,788,759 )
                              

Trust capital at December 31, 2007

   145,028.270     $ 19,673,857     $ 201,455     $ 19,875,312  
                              

See accompanying notes.

 

-5-

33


WORLD MONITOR TRUST II – SERIES F

NOTES TO FINANCIAL STATEMENTS

 

Note 1. ORGANIZATION

 

  A. General Description of the Trust

World Monitor Trust II (the “Trust”) is a business trust organized under the laws of Delaware on April 22, 1999. The Trust consists of three separate and distinct series (“Series”): Series D, E and F. Series D, E and F commenced trading operations on March 13, 2000, April 6, 2000 and March 1, 2000, respectively, and 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 “Agreement”). The assets of each Series are segregated from those of the other Series, separately valued and independently managed and separate financial statements are prepared for each Series. Each Series was formed to engage in the speculative trading of a diversified portfolio of futures, forward and options contracts and may, from time to time, engage in cash and spot transactions. The trustee of the Trust is Wilmington Trust Company. The fiscal year end of the Trust and of Series D is December 31. Because redemptions may be made, and management and incentive fees are calculated; on a weekly basis, financial statements for interim periods are as of the latest valuation day in the last week of the period.

Preferred Investment Solutions Corp. (“Preferred” or the “Managing Owner”) is the Managing Owner of the Series.

Effective December 6, 2004, World Monitor Trust II Series F (“Series F”) contributed its net assets to WMT Campbell Pool L.L.C. (the “Company”) and received a Voting Membership Interest in the Company. The Company was formed to function as an aggregate trading vehicle. The sole members of the Company are Series F and World Monitor Trust II Series D (“Series D”). Preferred is the Managing Member of the Company and has been delegated administrative authority over the operations of the Company. The Company engages in the speculative trading of futures and forwards contracts. The financial statements of the Company, including the condensed schedule of investments, are included in Section II of these financial statements and should be read in conjunction with Series F’s financial statements.

 

  B. Regulation

As a registrant with the Securities and Exchange Commission, the Trust is subject to the regulatory requirements under the Securities Act of 1933 and the Securities Exchange Act of 1934. As a commodity pool, the Trust is subject to the regulations of the Commodity Futures Trading Commission, 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 executes transactions. Additionally, the Trust is subject to the requirements of the futures commission merchants (brokers) and interbank market makers through which the Trust trades.

 

-6-

34


WORLD MONITOR TRUST II – SERIES F

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

 

Note 1. ORGANIZATION (CONTINUED)

 

  C. The Offering

Up to $50,000,000 of Limited Interests in each Series (“Limited Interests”) were being offering (totaling $150,000,000) (“Subscription Maximum”), until each Series’ Subscription Maximum was met either through sale or exchange or until the Managing Owner suspended the offering of Limited Interests as discussed below. Interests were offered to investors who met certain established suitability standards, with a minimum initial subscription of $5,000 ($2,000 for an individual retirement account), although the minimum purchase for any single Series was $1,000. General Interests were sold exclusively to the Managing Owner. Limited Interests and General Interests are sometimes referred to as “Interests”.

Initially, the Limited Interests for each Series were offered for a period of up to 180 days after the date of the Prospectus (“Initial Offering Period”) at $100 per Interest. The subscription minimum of $5,000,000 for each Series was reached during the Initial Offering Period permitting Series D, E and F to commence trading operations. Series F completed its initial offering March 1, 2000 with gross proceeds of $5,185,012, which was fully allocated to commodities trading. Series E and F’s interests were offered until they substantially achieved their subscription maximum of $50,000,000 on the sale of Limited Interests during June 2003 and July 2003, respectively. In addition, since July 2003, the weekly offering of interests in Series D has been suspended. Accordingly, at this time, interests may not be offered or exchanged.

The Managing Owner is required to maintain at least a 1% interest in the capital, profits and losses of each Series so long as it is acting as the Managing Owner.

 

  D. The Trading Advisor

Each Series may have its own independent commodity trading advisor that makes that Series’ trading decisions.

Effective with Series F’s investment in the Company on December 6, 2004, the Trading Advisor of the Company, Campbell & Company, Inc. (the “Company’s Trading Advisor”), became Series F’s Trading Advisor.

 

  E. Exchanges, Redemptions and Termination

Interests owned in one series of the Trust (Series D, E and F) were exchangeable, without any charge, for Interests of one or more other Series on a weekly basis for as long as Limited Interests in those Series were being offered to the public. Exchanges were made at the applicable Series’ then current net asset value per Interest as of the close of business on the Friday immediately preceding the week in which the exchange request was effected. The exchange of Interests was treated as a redemption of Interests in one Series (with the related tax consequences) and the simultaneous purchase of Interests in the other Series. Series E and Series F are no longer offered to the public as those series substantially achieved their subscription maximums during June 2003 and July 2003, respectively. In addition, since July 2003, the offering of interests in Series D has been suspended, as further discussed in Note C. Accordingly, at this time, interests may not be exchanged. Future redemptions will impact the amount of funds available for investment in commodity contracts in subsequent periods.

 

-7-

35


WORLD MONITOR TRUST II – SERIES F

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

 

Note 1. ORGANIZATION (CONTINUED)

 

  E. Exchanges, Redemptions and Termination (Continued)

Redemptions are permitted on a weekly basis.

In the event that the estimated net asset value per Interest of a Series at the end of any business day, after adjustments for distributions 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.

 

Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

  A. Basis of Accounting

The financial statements of Series F 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.

Commodity futures and forward transactions are reflected in the accompanying statements of financial condition on a trade date basis. Net unrealized gain or loss on open contracts (the difference between contract trade price and market price) is reflected in the statement of financial condition in accordance with Financial Accounting Standards Board (“FASB”) Interpretation No. 39 – “Offsetting of Amounts Related to Certain Contracts.” The market value of each contract is based upon the closing quotation on the exchange, clearing firm or bank on, or through, which the contract is traded. Any change in net unrealized gain or loss during the current period is reported in the statement of operations. Realized gains and losses on commodity transactions are recognized in the period in which the contracts are closed.

The weighted average number of Limited and General Interests outstanding was computed for purposes of disclosing net income (loss) per weighted average Limited and General Interest. The weighted average Limited and General Interests are equal to the number of Interests outstanding at period end, adjusted proportionately for Interests redeemed based on their respective time outstanding during such period.

Series F has elected not to provide a Statement of Cash Flows as permitted by Statement of Financial Accounting Standards (“SFAS”) No. 102, “Statement of Cash Flows- Exemption of Certain Enterprises and Classification of Cash Flows from Certain Securities Acquired for Resale.”

Consistent with standard business practices in the normal course of business, Series F has provided general indemnifications to the Managing Owner, its Trading Advisor and others when they act, in good faith, in the best interests of Series F. Series F 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.

 

-8-

36


WORLD MONITOR TRUST II – SERIES F

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

 

Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

  A. Basis of Accounting (Continued)

The SEC Staff Accounting Bulletin 108 (“SAB 108”) “Considering the Effects of Prior Year Misstatements When Quantifying Misstatements in Current Year Financial Statements”, provides guidance on quantifying and evaluating the materiality of unrecorded misstatements. It is effective for the first annual period ending after November 15, 2006. Preferred as Managing Owner of Series F has evaluated the impact, if any, the implementation of SAB 108 may have on its financial statements. In Preferred’s opinion, no material unrecorded misstatements are in existence as of December 31, 2007 and 2006 that would require a cumulative effect adjustment to the financial statements.

In July 2006, the FASB issued FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes – interpretation of FASB Statement No. 109” (“FIN 48”), which clarifies the accounting for uncertainty in tax positions. FIN 48 requires that Series F recognize in its financial statements the impact of a tax position if that position is more likely than not of being sustained on audit, based on the technical merits of the position. The provisions of FIN 48 were effective for fiscal years beginning after December 15, 2006, with the cumulative effect of the change in accounting principle recorded as an adjustment to opening retained earnings. In connection with the adoption of FIN 48, Series F has elected an accounting policy to classify interest and penalties related to unrecognized tax benefits as interest expense. Preferred as Managing Owner of Series F evaluated the impact of adopting FIN 48 on Series F’s financial statements. In Preferred’s opinion, the adoption of FIN 48 had no material impact on Series F, as Series F’s tax position is based on established tax precedence for the tax treatment of investment partnerships as flow through tax entities.

In September 2006, the FASB issued SFAS No. 157 (“SFAS 157”), “Fair Value Measurements”. SFAS 157 requires use of a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels: quoted market prices in active markets for identical assets and liabilities (Level 1), inputs other than quoted market prices that are observable for the asset or liability, either directly or indirectly (Level 2), and unobservable inputs for the asset or liability (Level 3). SFAS 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007.

The Trust adopted SFAS 157 in the first quarter of 2008. Preferred, as Managing Owner of Series F, evaluated the impact adoption of SFAS 157 will have on Series F’s financial statements. Based on an analysis by Preferred, the effect of applying SFAS 157 to the investments included in these financial statements will not result in a change to the fair value of Series F’s investments. Approximately $0 or 0.00% of Series F’s trust capital at December 31, 2007 is classified as Level 1 or Level 2 and $19,846,527 or 99.86% is classified as Level 3 using the fair value hierarchy of SFAS 157.

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 115, or SFAS 159. This statement provides companies with an option to report selected financial assets and liabilities at fair value. This statement is effective for fiscal years beginning after November 15, 2007 with early adoption permitted.

The Trust adopted SFAS 159 in the first quarter of 2008. Preferred, as Managing Owner of Series F, evaluated the impact adoption of SFAS 159 will have on Series F’s financial statements. In Preferred’s opinion, the adoption of SFAS 159 had no material effect on the Series F financial statements.

 

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37


WORLD MONITOR TRUST II – SERIES F

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

 

Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

  A. Basis of Accounting (Continued)

Cash represents amounts deposited with a bank and clearing brokers, a portion of which is restricted for purposes of meeting margin requirements, which typically range from 0% to 35% of the notional amounts of the derivatives traded. Series F receives interest on all cash balances held by the bank and clearing brokers at prevailing rates.

 

  B. Income Taxes

Series F is treated as a partnership for Federal income tax purposes. As such, Series F 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 Interest holders including the Managing Owner. Series F may be subject to other state and local taxes in jurisdictions in which it operates.

 

  C. Investment in WMT Campbell Pool L.L.C.

The investment in the Company is reported in Series F’s statement of financial condition at the net asset value as reported by the Company. Series F records its proportionate share of the Company’s income or loss in the statement of operations. Valuation of futures contracts by the Company is discussed in the notes to the Company’s financial statements included in Section II of this report.

 

  D. Profit and Loss Allocations and Distributions

Series F allocates profits and losses for both financial and tax reporting purposes to its Interest holders weekly on a pro rata basis based on each owner’s Interests outstanding during the week. Distributions (other than redemptions of Interests) 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 Interest holders. The Managing Owner has not and does not presently intend to make any distributions.

 

  E. Foreign Currency Transaction

Series F’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 then the U.S. dollar are translated into U.S. dollars at the rates in effect at the date of the statement of financial condition. Income and expense items denominated in currencies other than U.S. dollars are translated into U.S. dollars at the rates in effect during the period. Gains and losses resulting from the translation to U.S. dollars are reported in operations currently in the caption Realized on the statements of operations.

 

Note 3. FEES

 

  A. Organizational and General and Administrative Costs

Under the WMT Campbell Pool L.L.C. Organization Agreement, Preferred may allocate administrative costs of the Company to Series F. Other administrative costs include, but are not limited to, those costs discussed in Note 4 below.

 

-10-

38


WORLD MONITOR TRUST II – SERIES F

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

 

Note 3. FEES (CONTINUED)

 

  A. Organizational and General and Administrative Costs (Continued)

Routine legal, audit, postage, and other routine third party administrative costs are paid directly by Series F. To the extent that general and administrative costs incurred by Series F exceed 1.5% of Series F’s net asset value during the year (with a maximum of 0.5% attributable to other than legal and audit expenses) such amounts will be borne by the Managing Owner and its affiliates.

 

  B. Management and Incentive Fees

Effective with Series F’s investment in the Company on December 6, 2004, Series F is allocated its proportionate share of the Company’s management fees on a pro rata basis based on Series F’s pro rata capital in the Company. Incentive fees are based on each partner’s profit and loss, net of any loss carry forward, at each partner’s respective fund level.

 

  C. Commissions

Effective with Series F’s investment in the Company on December 6, 2004, Series F is allocated its proportionate share of the Company’s Prudential Financial Derivatives LLC (“PFD”) transaction based fees on a pro rata basis based on Series F’s pro rata capital in the Company. Series F continues to pay a fixed fee equal to 6% of its net asset value directly to the Managing Owner.

 

-11-

39


WORLD MONITOR TRUST II – SERIES F

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

 

Note 4. RELATED PARTIES

Series F reimburses the Managing Owner or its affiliates for services they perform for Series F which include, but are not limited to: brokerage services; accounting and financial management; registrar, transfer and assignment functions; investor communications, printing and other administrative services. However, to the extent that general and administrative expenses exceed 1.5% of Series F’s net asset value during the year (with a maximum of 0.5% attributable to other than legal and audit expenses) such amounts are borne by the Managing Owner and its affiliates. Because general and administrative expenses exceeded such limitations in 2006, a portion of the expenses related to services provided by the Managing Owner for Series F, during the year ended December 31, 2006 were borne by the Managing Owner and its affiliates.

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

 

     2007    2006     2005

Commissions

   $ 1,549,847    $ 1,948,352     $ 2,255,022

General and administrative

     47,465      28,360       16,311
                     
     1,597,312      1,976,712       2,271,333
                     

General and administrative expenses borne by the Managing Owner and its affiliates

     0      (10,220 )     0
                     
   $ 1,597,312    $ 1,966,492     $ 2,271,333
                     

Expenses payable to the Managing Owner and its affiliates as of December 31, 2007 and 2006 were $116,264 and $186,385, respectively.

Effective January 1, 2004, Series F’s assets were maintained with PFD and PFD credited Series F monthly with 100% of the interest it earned on the average net assets in Series F’s account.

Series F could execute over-the-counter, spot, forward and/or option foreign exchange transactions with its broker. The respective broker engaged in back-to-back trading with an affiliate, Prudential-Bache Global Markets Inc. (“PBGM”). PBGM attempted to earn a profit on such transactions. PBGM kept its prices on foreign currency competitive with other interbank currency trading desks. Prior to December 6, 2004, over-the-counter currency transactions were conducted between PFD and Series F pursuant to a line of credit.

Effective December 21, 2007, Series F no longer maintained any assets with PFD.

 

-12-

40


WORLD MONITOR TRUST II – SERIES F

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

 

Note 5. INVESTMENT IN WMT CAMPBELL POOL L.L.C.

Effective December 6, 2004, Series F invested a substantial portion of its assets in the Company. Series F’s investment in the Company represents approximately 73.27% and 69.69% of the net asset value of the Company at December 31, 2007 and 2006, respectively. The investment in the Company is subject to the Organization Agreement of the Company. The Company entered into an advisory agreement with the Company’s Trading Advisor to make the trading decisions for the Company. The Company’s Trading Advisor manages approximately 100% of the assets of the Company pursuant to its Financial, Metal & Energy Large Portfolio. Series F records its proportionate share of each item of income and expense from the investment in the Company in the statement of operations.

Summarized information for Series F’s investment in the Company is as follows:

 

     Net Asset Value
January 1, 2007
   Investments    Loss     Redemptions     Net Asset Value
December 31, 2007

WMT Campbell Pool L.L.C.

   $ 30,437,482    $ 0    $ (2,071,466 )   $ (8,519,489 )   $ 19,846,527
                                    
     Net Asset Value
January 1, 2006
   Investments    Gain     Redemptions     Net Asset Value
December 31, 2006

WMT Campbell Pool L.L.C.

   $ 36,596,444    $ 150,000    $ 2,858,467     $ (9,167,429 )   $ 30,437,482
                                    
     Net Asset Value
January 1, 2005
   Investments    Gain     Redemptions     Net Asset Value
December 31, 2005

WMT Campbell Pool L.L.C.

   $ 38,915,521    $ 0    $ 5,820,004     $ (8,139,081 )   $ 36,596,444
                                    

Series F may make additional contributions to, or redemptions from, the Company on a weekly basis.

 

Note 6. INCOME TAX REPORTING

There have been no differences between the tax basis and book basis of assets, liabilities or Interest holders’ capital since inception of the Trust.

 

Note 7. DERIVATIVE INSTRUMENTS AND ASSOCIATED RISKS

Series F’s investment in the Company is subject to the market and credit risks of the futures contracts, options on futures contracts, forward currency contracts and other financial instruments held or sold short by the Company. Series F bears the risk of loss only to the extent of the market value of its investments and, in certain specific circumstances, distributions and redemptions received.

Series F has cash on deposit with financial institutions. 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. 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 Interestholders 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.

 

-13-

41


WORLD MONITOR TRUST II – SERIES F

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

 

Note 7. DERIVATIVE INSTRUMENTS AND ASSOCIATED RISKS (CONTINUED)

Series F’s futures commission merchant, in accepting orders for the purchase or sale of domestic futures contracts, is required by Commodity Futures Trading Commission (“CFTC”) regulations to separately account for and segregate as belonging to Series F all assets of Series F relating to domestic futures trading and is not allowed to commingle such assets with its other assets. At December 31, 2007 and 2006, such segregated assets totaled $0 and $85,612, respectively. Part 30.7 of the CFTC regulations also requires Series F’s futures commission merchant to secure assets of Series F related to foreign futures trading which totaled $0 and $0 at December 31, 2007 and 2006, respectively. There are no segregation requirements for assets related to forward trading.

 

-14-

42


WORLD MONITOR TRUST II – SERIES F

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

 

Note 8. FINANCIAL HIGHLIGHTS

The following information presents per Interest operating performance data and other supplemental financial data for the years ended December 31, 2007, 2006 and 2005. This information has been derived from information presented in the financial statements.

 

     2007     2006     2005  

Per Interest Performance

      

(for an Interest outstanding throughout the entire year)

      

Net asset value per Interest at beginning of year

   $ 161.46     $ 157.41     $ 143.69  
                        

Net realized gain (loss) and change in net unrealized gain (loss) on commodity transactions(1), (3)

     (16.72 )     10.50       22.22  

Interest income(1), (3)

     6.46       7.69       4.65  

Expenses(1), (3)

     (14.16 )     (14.14 )     (13.15 )
                        

Net increase (decrease) for the year

     (24.42 )     4.05       13.72  
                        

Net asset value per Interest at end of year

   $ 137.04     $ 161.46     $ 157.41  
                        

Total Return

      

Total return before incentive fees

     (15.12 )%     2.57 %     9.55 %

Incentive fees

     0.00 %     0.00 %     0.00 %
                        

Total return after incentive fees

     (15.12 )%     2.57 %     9.55 %
                        

Supplemental Data

      

Ratios to average net asset value:(3)

      

Net investment loss before incentive fees(2)

     (5.03 )%     (4.16 )%     (5.77 )%

Incentive fees

     0.00 %     0.00 %     0.00 %
                        

Net investment loss after incentive fees

     (5.03 )%     (4.16 )%     (5.77 )%
                        

Interest income

     4.22 %     4.95 %     3.16 %
                        

Incentive fees

     0.00 %     0.00 %     0.00 %

Other expenses

     9.25 %     9.11 %     8.93 %
                        

Total expenses

     9.25 %     9.11 %     8.93 %
                        

Total returns are calculated based on the change in value of an Interest during the year. An individual Iinterest holder’s total returns and ratios may vary from the above total returns and ratios based on the timing of additions and redemptions.

 

(1)

Interest income per Interest and expenses per interest are calculated by dividing interest income and expenses by the weighted average number of Interests outstanding during the period. Net realized gain (loss) and change in net unrealized gain (loss) on commodity transactions is a balancing amount necessary to reconcile the change in net asset value per Interest with the other per interest information.

(2)

Represents interest income less total expenses (exclusive of incentive fee).

(3)

Includes the Trust’s proportionate share of income and expenses of WMT Campbell Pool L.L.C.

 

-15-

43


 

SECTION II

 

 

 

44


WMT CAMPBELL POOL L.L.C.

ANNUAL REPORT

December 31, 2007

 

45


WMT CAMPBELL POOL L.L.C.

 

 

TABLE OF CONTENTS

 

 

 

     PAGES

Independent Auditor’s Report – Eisner LLP

   1

Independent Auditor’s Report – Deloitte & Touche LLP

   2

Financial Statements

  

Statements of Financial Condition

   3

Condensed Schedules of Investments

   4

Statements of Operations

   5

Statements of Changes in Members’ Capital (Net Asset Value)

   6

Notes to Financial Statements

   7 – 13

 

46


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Managing Member and Limited Owners of

WMT Campbell Pool L.L.C.

We have audited the accompanying statement of financial condition, including the condensed schedule of investments, of WMT Campbell Pool L.L.C. (the “Company”) as of December 31, 2007, and the related statements of operations and changes in members’ capital and financial highlights for the year ended December 31, 2007. These financial statements and financial highlights are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audit.

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

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of WMT Campbell Pool L.L.C. at December 31, 2007, and the results of its operations and changes in its members’ capital for the year ended December 31, 2007, in conformity with accounting principles generally accepted in the United States of America.

Eisner LLP

New York, New York

March 19, 2008

 

-1-

47


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Managing Member and Limited Owners of

WMT Campbell Pool L.L.C.

We have audited the accompanying statement of financial condition, including the condensed schedule of investments, of WMT Campbell Pool L.L.C. (the “Company”) as of December 31, 2006, and the related statements of operations and changes in members’ capital for the years ended December 31, 2006 and 2005. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of WMT Campbell Pool L.L.C. at December 31, 2006, and the results of its operations and changes in its members’ capital for the years ended December 31, 2006 and 2005, in conformity with accounting principles generally accepted in the United States of America.

Deloitte & Touche LLP

New York, New York

March 28, 2007

 

-2-

48


WMT CAMPBELL POOL L.L.C.

STATEMENTS OF FINANCIAL CONDITION

December 31, 2007 and 2006

 

     2007    2006

ASSETS

     

Equity in broker trading accounts

     

Cash in commodity trading accounts

   $ 27,487,484    $ 41,273,244

Interest receivable

     53,769      119,428

Net unrealized gain on open contracts

     0      2,624,455

Commodity options owned at fair value (cost $52,945)

     37,015      0
             

Total assets

   $ 27,578,268    $ 44,017,127
             

LIABILITIES

     

Commissions payable

   $ 0    $ 3,589

Accrued expenses

     27,446      0

Commodity options written at fair value (premium $29,814)

     14,169      0

Net unrealized loss on open contracts

     349,629      0

Management fee payable

     46,708      86,212

Redemptions payable

     52,974      252,167
             

Total liabilities

     490,926      341,968
             

MEMBERS’ CAPITAL (Net Asset Value)

     

Member D

     7,240,815      13,237,677

Member F

     19,846,527      30,437,482
             

Total members’ capital (Net Asset Value)

     27,087,342      43,675,159
             

Total liabilities and members’ capital

   $ 27,578,268    $ 44,017,127
             

See accompanying notes.

 

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49


WMT CAMPBELL POOL L.L.C.

CONDENSED SCHEDULES OF INVESTMENTS

December 31, 2007 and 2006

 

     2007     2006  

Futures Contracts

   Fair Value
as a % of
Members’ Capital
    Fair Value     Fair Value
as a % of
Members’ Capital
    Fair Value  

Futures contracts purchased:

        

Commodities

   0.29 %   $ 78,350     (1.14 )%   $ (499,055 )

Interest rates

   0.27 %     73,667     (0.11 )%     (46,217 )

Stock indices

   0.32 %     86,318     1.17 %     509,839  
                            

Net unrealized gain (loss) on futures contracts purchased

   0.88 %     238,335     (0.08 )%     (35,433 )
                            

Futures contracts sold:

        

Commodities

   (0.17 )%     (46,998 )   0.10 %     45,153  

Interest rates

   (0.10 )%     (26,004 )   2.67 %     1,164,767  

Stock indices

   0.01 %     1,652     0.00 %     0  
                            

Net unrealized gain (loss) on futures contracts sold

   (0.26 )%     (71,350 )   2.77 %     1,209,920  
                            

Net unrealized gain on futures contracts

   0.62 %   $ 166,985     2.69 %   $ 1,174,487  
                            

Forward Contracts

        

Forward contracts purchased:

        

Net unrealized loss on forward contracts purchased

   (2.42 )%   $ (654,992 )   (1.64 )%   $ (717,310 )
                            

Forward contracts sold:

        

Net unrealized gain on forward contracts sold

   0.51 %     138,378     4.96 %     2,167,278  
                            

Net unrealized gain (loss) on forward contracts

   (1.91 )%   $ (516,614 )   3.32 %   $ 1,449,968  
                            

Net unrealized gain (loss) on futures and forward contracts

     $ (349,629 )     $ 2,624,455  
                    

Purchased Options on Forward Contracts

        

Fair value on options purchased

   0.13 %   $ 37,015     0.00 %   $ 0  
                            

Total purchased options on forward contracts (premium paid $52,945)

   0.13 %   $ 37,015     0.00 %   $ 0  
                            

Written Options on Forward Contracts

        

Fair value on options written

   (0.05 )%   $ (14,169 )   0.00 %   $ 0  
                            

Total written options on forward contracts (premiums received $29,814)

   (0.05 )%   $ (14,169 )   0.00 %   $ 0  
                            

See accompanying notes.

 

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50


WMT CAMPBELL POOL L.L.C.

STATEMENTS OF OPERATIONS

For the Years Ended December 31, 2007, 2006 and 2005

 

     2007     2006     2005  

REVENUES

      

Realized

   $ (429,278 )   $ (965,849 )   $ 6,569,223  

Change in unrealized

     (2,974,369 )     3,894,635       (612,919 )

Interest income

     1,518,495       1,789,964       1,249,612  
                        

Total revenues

     (1,885,152 )     4,718,750       7,205,916  
                        

EXPENSES

      

Commissions

     87,410       108,587       197,880  

General and administrative

     102,496       0       0  

Management fee

     725,931       727,362       801,735  
                        

Total expenses

     915,837       835,949       999,615  
                        

NET INCOME (LOSS)

   $ (2,800,989 )   $ 3,882,801     $ 6,206,301  
                        

See accompanying notes.

 

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51


WMT CAMPBELL POOL L.L.C.

STATEMENTS OF CHANGES IN MEMBERS’ CAPITAL (NET ASSET VALUE)

For the Years Ended December 31, 2007, 2006 and 2005

 

     Members’ Capital  
     Member A     Member D     Member F     Total  

Balances at December 31, 2004

   $ 2,980,766     $ 0     $ 38,915,521     $ 41,896,287  

Redemptions

     (1,206,092 )     0       (8,139,081 )     (9,345,173 )

Net income for the year ended December 31, 2005

     386,297       0       5,820,004       6,206,301  
                                

Balances at December 31, 2005

     2,160,971       0       36,596,444       38,757,415  

Subscriptions

     0       13,143,305       150,000       13,293,305  

Redemptions

     (2,176,308 )     (914,625 )     (9,167,429 )     (12,258,362 )

Net income for the year ended December 31, 2006

     15,337       1,008,997       2,858,467       3,882,801  
                                

Balances at December 31, 2006

     0       13,237,677       30,437,482       43,675,159  

Redemptions

     0       (5,267,339 )     (8,519,489 )     (13,786,828 )

Net loss for the year ended December 31, 2007

     0       (729,523 )     (2,071,466 )     (2,800,989 )
                                

Balances at December 31, 2007

   $ 0     $ 7,240,815     $ 19,846,527     $ 27,087,342  
                                

See accompanying notes.

 

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52


WMT CAMPBELL POOL L.L.C.

NOTES TO FINANCIAL STATEMENTS

 

Note 1. ORGANIZATION

 

  A. General Description of the Company

WMT Campbell Pool L.L.C. (the “Company”) is a limited liability company organized under the laws of Delaware on November 3, 2004 and commenced trading operations on December 6, 2004. The Company was formed to engage in the speculative trading of a diversified portfolio of futures contracts, options on futures contracts and forward currency contracts and may, from time to time, engage in cash and spot transactions. Preferred Investment Solutions Corp. (“Preferred” or the “Managing Member”) is the Managing Member of the Company. The Company currently consists of two members: World Monitor Trust II – Series D (“Member D”) and World Monitor Trust II – Series F (“Member F”) (collectively, the “Members”). World Monitor Trust – Series A (“Member A”) redeemed all of its membership interests in the Company as of August 25, 2006. Preferred is also the Managing Owner of each of the Members. Upon making the initial capital contribution, each Member received Voting Membership Interests.

The Company is a Member managed limited liability company that is not registered in any capacity with, or subject directly to regulation by the Commodity Futures Trading Commission or the United States Securities and Exchange Commission.

 

  B. The Trading Advisor

The Company entered into an advisory agreement with Campbell & Company, Inc. (the “Trading Advisor”) to make the trading decisions for the Company. The Trading Advisor manages approximately 100% of the assets of the Company pursuant to its Financial, Metal & Energy Large Portfolio.

 

Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

  A. Basis of Accounting

The financial statements of the Company are prepared in accordance with accounting principles generally accepted in the United States of America, which requires the Managing Member to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.

Commodity futures and foreign exchange transactions are reflected in the accompanying statement of financial condition on the trade date. Net unrealized gain or loss on open contracts (the difference between contract trade price and market price) is reflected in the financial statements in accordance with Financial Accounting Standards Board (“FASB”) Interpretation No. 39 – “Offsetting of Amounts Related to Certain Contracts.” The market value of futures (exchange-traded) contracts is based upon the closing quotation on the various futures exchanges on which the contract is traded. The values which will be used by the Company for open forward positions will be provided by its administrator, who obtains market quotes from data vendors and third parties. Any change in net unrealized gain or loss during the current period is reported in the statement of operations. Realized gains and losses on transactions are recognized in the period in which the contracts are closed. Brokerage commissions include other trading fees and are charged to expense when incurred.

 

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53


WMT CAMPBELL POOL L.L.C.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

 

Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

  A. Basis of Accounting (Continued)

The Company has elected not to provide a Statement of Cash Flows as permitted by Statement of Financial Accounting Standards (“SFAS”) No. 102, “Statement of Cash Flows – Exemption of Certain Enterprises and Classification of Cash Flows from Certain Securities Acquired for Resale.”

Consistent with standard business practices in the normal course of business, the Company has provided general indemnifications to its Trading Advisor and others when they act, in good faith, in the best interests of the Company. The Company 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.

The SEC Staff Accounting Bulletin 108 (“SAB 108”), “Considering the Effects of Prior Year Misstatements When Quantifying Misstatements in Current Year Financial Statements”, provides guidance on quantifying and evaluating the materiality of unrecorded misstatements. It is effective for the first annual period ending after November 15, 2006. Preferred as Managing Member of the Company has evaluated the impact, if any, the implementation of SAB 108 may have on the company’s financial statements. In Preferred’s opinion, no material unrecorded misstatements are in existence as of December 31, 2007 and 2006 that would require a cumulative effect adjustment to the financial statements.

In July 2006, the FASB issued FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes - an interpretation of FASB Statement No. 109” (“FIN 48”), which clarifies the accounting for uncertainty in tax positions. FIN 48 requires that the Company recognize in its financial statements, the impact of a tax position if that position is more likely than not of being sustained on audit, based on the technical merits of the position. The provisions of FIN 48 were effective for fiscal years beginning after December 15, 2006, with the cumulative effect of the change in accounting principle recorded as an adjustment to opening retained earnings. In connection with the adoption of FIN 48, the Company has elected an accounting policy to classify interest and penalties related to unrecognized tax benefits as interest expense. Preferred, as Managing Member of the Company, evaluated the impact of adopting FIN 48 on the Company’s financial statements. In Preferred’s opinion, the adoption of FIN 48 had no material impact on the Company, as the Company’s tax position is based on established tax precedence for the tax treatment of investment partnerships as flow through tax entities.

In September 2006, the FASB issued SFAS No. 157 (“SFAS 157”), “Fair Value Measurements”. SFAS 157 requires use of a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels: quoted market prices in active markets for identical assets and liabilities (Level 1), inputs other than quoted market prices that are observable for the asset or liability, either directly or indirectly (Level 2), and unobservable inputs for the asset or liability (Level 3). SFAS 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007.

 

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54


WMT CAMPBELL POOL L.L.C.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

 

Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

  A. Basis of Accounting (Continued)

The Company adopted SFAS 157 in the first quarter of 2008. Preferred, as Managing Member of the Company, evaluated the impact adoption of SFAS 157 will have on the Company’s financial statements. Based on an analysis by Preferred, the effect of applying SFAS 157 to the investment portfolio included in these financial statements will not result in a change to the fair value of the Company’s investments. Of its fair value, approximately $166,985 or 0.62% of the Company’s members’ capital at December 31, 2007 is classified as Level 1, $(493,768) or (1.82)% as Level 2 and $0 or 0.00% as Level 3 using the fair value hierarchy of SFAS 157.

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities”, including an amendment of SFAS 115, or SFAS 159. This statement provides companies with an option to report selected financial assets and liabilities at fair value. This statement is effective for fiscal years beginning after November 15, 2007 with early adoption permitted.

The Company adopted SFAS 159 in the first quarter of 2008. Preferred, as Managing Member of the Company, evaluated the impact adoption of SFAS 159 will have on the Company’s financial statements. In Preferred’s opinion, the adoption of SFAS 159 had no material effect on the Company’s financial statements.

Cash includes amounts deposited with a bank and clearing brokers, a portion of which is restricted for purposes of meeting margin requirements, which typically range from 0% to 35% of the notional amounts of the derivatives traded. The Company receives interest on all cash balances held by the bank and clearing brokers at prevailing interest rates.

 

  B. Income Taxes

The Company is treated as a partnership for Federal income tax purposes. As such, the Company is not required to provide for, or pay, any Federal or state income taxes. Income tax attributes that arise from its operations are passed directly to the Members. The Company may be subject to other state and local taxes in jurisdictions in which it operates.

 

  C. Capital Accounts

The Company accounts for subscriptions, allocations and redemptions on a per member capital account basis.

The Company allocates profits and losses, prior to calculation of the incentive fee, for both financial and tax reporting purposes to its Members weekly on a pro rata basis based on each Member’s pro rata capital in the Company during the week. Each Member is then charged with the applicable incentive fee. Distributions (other than redemptions of capital) may be made at the sole discretion of the Members on a pro rata basis in accordance with the Members’ respective capital balances. The Company has not and does not presently intend to make any distributions.

 

  D. Foreign Currency Transactions

The Company’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 statement of financial condition. Income and expense items denominated in currencies other than U.S. dollars are translated into U.S. dollars at the rates in effect during the period. Gains and losses resulting from the translation to U.S. dollars are reported in operations currently.

 

-9-

55


WMT CAMPBELL POOL L.L.C.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

 

Note 3. FEES

 

  A. Organizational, General and Administrative Costs

Under the Company’s Agreement, Preferred allocates administrative costs of the Company to the Members. Administrative costs include legal, audit, postage and other routine third party administrative costs.

 

  B. Management and Incentive Fees

The Company pays the Trading Advisor a management fee at an annual rate of 2% of the Company’s Net Assets determined as of the close of business each Friday. The sum of the amounts determined each Friday will be paid monthly. For purposes of determining the management fee, any distributions, redemptions or reallocation of assets made as of the Friday of each week shall be added back to the assets and there shall be no reduction for the weekly management fees calculated.

Additionally, the members of the Company pay the Trading Advisor a quarterly incentive fee of 22% (the “Incentive Fee”) of “New High Net Trading Profits” (as defined in the Advisory Agreement).

 

Note 4. INCOME TAX REPORTING

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

 

Note 5. DEPOSITS WITH COMMODITY BROKER

The Company deposits funds with a commodity broker subject to CFTC regulations and various exchange and commodity broker requirements. Margin requirements are satisfied by the deposit of cash with such commodity broker. The Company earns interest income on assets deposited with the commodity broker.

 

Note 6. SUBSCRIPTIONS, DISTRIBUTIONS AND REDEMPTIONS

Investments in the Company are made subject to the terms of the Organization Agreement.

The Company is not required to make distributions, but could do so at the discretion of the Members. A Member can request and receive redemption of capital, subject to the terms in the Organization Agreement.

 

Note 7. DERIVATIVE INSTRUMENTS AND ASSOCIATED RISKS

The Company is exposed to various types of risks associated with the derivative instruments and related markets in which it invests. 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 the Company’s investment activities (credit risk).

 

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56


WMT CAMPBELL POOL L.L.C.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

 

Note 7. DERIVATIVE INSTRUMENTS AND ASSOCIATED RISKS (CONTINUED)

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 the Company’s net assets being traded, significantly exceeds the Company’s future cash requirements since the Company intends to close out its open positions prior to settlement. As a result, the Company is generally subject only to the risk of loss arising from the change in the value of the contracts. As such, the Company considers the “fair value” of its derivative instruments to be the net unrealized gain or loss on the contracts. The market risk associated with the Company’s commitments to purchase commodities is limited to the gross or face amount of the contract held. However, when the Company enters into a contractual commitment to sell commodities, it must make delivery of the underlying commodity at the contract price and then repurchase the contract at prevailing market prices or settle in cash. Since the repurchase price to which a commodity can rise is unlimited, entering into commitments to sell commodities exposes the Company to unlimited risk. As both a buyer and a seller of options, the Company pays or receives a premium at the outset and then bears the risk of unfavorable changes in the price of the contract underlying the option. Written options expose the Company to potentially unlimited liability, and purchased options expose the Fund to a risk of loss limited to the premiums paid.

Market risk is influenced by a wide variety of factors, including government programs and policies, political and economic events, the level and volatility of interest rates, foreign currency exchange rates, the diversification effect among the derivative instruments the Company holds and the liquidity and inherent volatility of the markets in which the Company trades.

Credit Risk

When entering into futures or forward contracts, the Company 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, a clearinghouse is backed by its corporate members who are required to share any financial burden resulting from the non-performance by one of their members and, as such, should significantly reduce this credit risk. In cases where the clearinghouse is not backed by the clearing members (i.e., some foreign exchanges), it is normally backed by a consortium of banks or other financial institutions. On the other hand, there is a concentration risk on forward transactions entered into by the Company as the Company’s commodity broker is the sole counterparty. The Company has entered into a master netting agreement with its broker and, as a result, when applicable, presents unrealized gains and losses on open forward positions as a net amount in the statement of financial condition. The amount at risk associated with counterparty non-performance of all of the Company’s contracts is the net unrealized gain included in the statement of financial condition; however, counterparty non-performance on only certain of the Company’s contracts may result in greater loss than non-performance on all of the Company’s contracts. There can be no assurance that any counterparty, clearing member or clearinghouse will meet its obligations to the Company.

 

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57


WMT CAMPBELL POOL L.L.C.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

 

Note 7. DERIVATIVE INSTRUMENTS AND ASSOCIATED RISKS (CONTINUED)

Credit Risk (Continued)

Preferred attempts to minimize both credit and market risks by requiring the Company and its Trading Advisor to abide by various trading limitations and policies. Preferred monitors compliance with these trading limitations and policies, which include, but are not limited to, executing and clearing all trades with creditworthy counterparties; limiting the amount of margin or premium required for any one commodity or all commodities combined; and generally limiting transactions to contracts which are traded in sufficient volume to permit the taking and liquidating of positions. Additionally, pursuant to the Advisory Agreement among the Company, Preferred and the Trading Advisor, the Company shall automatically terminate the Trading Agreement, if the net asset value allocated to the Trading Advisor declines by 40% from the value at the beginning of any year or since the effective date of the Advisory Agreement. The decline in net asset value is after giving effect for distributions, subscriptions and redemptions.

The Company’s futures commission merchant, in accepting orders for the purchase or sale of domestic futures contracts, is required by Commodity Futures Trading Commission (“CFTC”) regulations to separately account for and segregate as belonging to the Company all assets of the Company relating to domestic futures trading and is not allowed to commingle such assets with its other assets. At December 31, 2007 and 2006, such segregated assets totaled $18,975,900 and $29,693,922, respectively. Part 30.7 of the CFTC regulations also requires the Company’s futures commission merchant to secure assets of the Company related to foreign futures trading which totaled $(15,058) and $(47,030) at December 31, 2007 and 2006, respectively. There are no segregation requirements for assets related to forward trading.

As of December 31, 2007, all open futures contracts mature within nine months.

 

-12-

58


WMT CAMPBELL POOL L.L.C.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

 

Note 7. FINANCIAL HIGHLIGHTS

The following information presents the financial highlights of the Company for the years ended December 31, 2007, 2006 and 2005. This information has been derived from information presented in the financial statements.

 

     2007     2006     2005  
     Member D     Member F     Member A     Member D     Member F     Member A     Member F  

Total return(1)

   (9.27 )%   (9.27 )%   0.81 %   12.46 %   8.87 %   17.17 %   16.98 %
                                          

Total expenses

   (2.52 )%   (2.54 )%   (1.49 )%   (0.80 )%   (2.30 )%   (2.47 )%   (2.51 )%
                                          

Net investment income

   1.71 %   1.65 %   1.68 %   0.92 %   2.63 %   0.62 %   0.63 %
                                          

Total return and ratios to average net asset value are calculated for each Member’s capital.

 

(1)

Includes realized and unrealized gains (losses) on securities transactions.

 

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59


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, on the [    ] day of March 2008.

 

    WORLD MONITOR TRUST II – SERIES F        
By:   Preferred Investment Solutions Corp.    
  Managing Owner    
  By:  

/s/ David K. Spohr

    Date: March 20, 2008
    David K. Spohr    
    Senior Vice President and Director of Fund Administration    

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of Registrant in the capacities indicated on March 20, 2008.

 

  WORLD MONITOR TRUST II – SERIES F    
By:   Preferred Investment Solutions Corp.    
  Managing Owner    
  By:  

/s/ Kenneth A. Shewer

    Date: March 20, 2008
    Kenneth A. Shewer    
    Co-Chief Executive Officer    
    (Principal Executive Officer)    
  By:  

/s/ David K. Spohr

    Date: March 20, 2008
    David K. Spohr    
    Senior Vice President and Director of Fund Administration    
    (Principal Financial/Accounting Officer)    

 

60


OTHER INFORMATION

The actual round turn equivalent of brokerage commissions paid per trade for the year ended December 31, 2007 was $2.83.

Registrant’s Annual Report on Form 10-K as filed with the Securities and Exchange Commission is available to limited owners without charge upon written request to:

World Monitor Trust II – Series F

c/o Preferred Investment Solutions Corp

900 King Street, Suite 100

Rye Brook, New York 10573

 

61

EX-4.5 2 dex45.htm FORM OF THE PRIVACY NOTICES OF THE MANAGING OWNER Form of the Privacy Notices of the Managing Owner

Exhibit 4.5

PRIVACY POLICY NOTICE OF KENMAR

January 2008

This Privacy Policy Notice explains the manner in which Kenmar* collects, utilizes and maintains non-public personal information about customers who are individuals, as required under federal and other applicable law. Kenmar is committed to protecting a customer’s privacy and maintaining the confidentiality and security of a customer’s personal information.

Collection of Information. Kenmar collects non-public information about customers from the following sources:

 

   

Applications, questionnaires and other information provided by a customer in writing, in person, by telephone, electronically or by any other means. This information may include name, address, e-mail address, employment information, and financial and investment information;

 

   

Kenmar-related transactions and investments, including account balances, investments and withdrawals/redemptions; and

 

   

If you visit Kenmar’s web site, software is used to collect anonymous data such as browser types, pages visited, and date of visit. Kenmar uses this data to better understand web site usage and to improve its web site. The information is stored in log files and is used for aggregated and statistical reporting. This log information is not linked to personally identifiable information gathered elsewhere on the site.

Use and Disclosure of Information. Kenmar uses personal information in ways compatible with the purposes for which we originally requested it. Kenmar does not disclose non-public personal information about customers to affiliates or nonaffiliated third parties except in limited circumstances as required or permitted by law. For example, we may share non-public personal information about customers with affiliated and nonaffiliated parties in the following situations, among others: in connection with the administration and operations of Kenmar and/or to service your account(s), or to provide services or process transactions that you have requested, with Kenmar’s brokers, custodians, administrators, attorneys, accountants, auditors, or other service providers; to respond to a subpoena or court order, judicial process or regulatory inquiry; to protect or defend against fraud, unauthorized transactions (such as money laundering), law suits, claims or other liabilities; to protect the security of our records, or to protect our rights or property; in connection with a proposed or actual sale, merger, or transfer of all or a portion of Kenmar’s business; to otherwise assist Kenmar in offering Kenmar-related products and services to customers; at a customer’s direction/consent, with the customer’s representatives, advisors and other third parties.

Kenmar restricts access to your personal and account information to those employees who need to know that information to provide products and services to you. Kenmar maintains appropriate physical, electronic and procedural safeguards to guard your non-public personal information.

Kenmar’s Privacy Policy also applies to former customers. Kenmar reserves the right to change its Privacy Policy at any time. The examples above are illustrations and are not intended to be exclusive. Kenmar’s Privacy Policy complies with federal law regarding privacy—you may have additional rights under other foreign or domestic laws that may apply to you.

If you have any questions, please call Kenmar’s Investor Services and Communications at 914-307-4000 or send a letter to Kenmar, Attention: Investor Services, 900 King Street, Suite 100, Rye Brook, NY 10573.

 

 

* Kenmar” or “we” means (i) collectively, Kenmar Securities Inc., Preferred Investment Solutions Corp., Kenmar Investment Adviser LLC and Kenmar Global Investment Management LLC, (ii) private and public investment funds/pools advised by Kenmar, and (iii) each of their affiliates.


Important Privacy Choices for California Consumers

You have the right to control whether Kenmar shares some of your personal information. Please read the following information carefully before you make your choices below.

Your Rights

You have the following rights to restrict the sharing of personal and financial information with our affiliates (companies we own or control) and outside companies that we do business with. Nothing in this form prohibits the sharing of information necessary for us to follow the law, as permitted by law, or to give you the best service on your accounts with us. This includes sending you information about some other products or services.

Your Choices

Restrict Information Sharing With Companies We Own or Control (Affiliates):

Unless you say “No,” we may share personal and financial information about you with our affiliated companies.

(        ) NO, please do not share personal and financial information with your affiliated companies.

Restrict Information Sharing With Other Companies We Do Business With To Provide Financial Products And Services:

Unless you say “No,” we may share personal and financial information about you with outside companies we contract with to provide financial products and services to you. As a practical matter, it may be impossible to provide products and services to you if we cannot share your personal and financial information with such service providers to your account.

(        ) NO, please do not share personal and financial information with outside companies you contract with to provide financial products and services.

Restrict Information Sharing With Other Companies That Do Not Provide Products and Services To You:

Unless you say “Yes” we may not share personal and financial information about you with outside companies who do not provide financial products and services to you.

(        ) YES, I authorize you to share personal and financial information with outside companies who do not provide financial products and services to you.

Time Sensitive Reply

You may make your privacy choice(s) at any time. Your choice(s) marked here or otherwise indicated to us will remain unless you state otherwise. However, if we do not hear from you we may share some of your information with affiliated companies and other companies with whom we have contracts to provide products and services.

To exercise your choices or to modify any of your prior choices do one of the following: (1) Fill out, sign and send back this form to us using the envelope provided (you may want to make a copy for your records); or (2) call Kenmar Investor Services at 914-307-4000 to communicate the information to us.

 

Print Name:  

 

    
Signature:  

 

                                                                Date:                      
EX-10.13 3 dex1013.htm SERVICES AGREEMENT Services Agreement

Exhibit 10.13

SERVICES AGREEMENT

This Services Agreement (this “Agreement”), dated as of May 23, 2007 (“Effective Date”), is entered into by and between SPECTRUM GLOBAL FUND ADMINISTRATION, L.L.C., a Delaware limited liability company (the “Company”), and WORLD MONITOR TRUST II – SERIES D (“Series D”), WORLD MONITOR TURST II – SERIES E (“Series E”) and WORLD MONITOR TRUST II – SERIES F (“Series F”), each of which are separate series of WORLD MONITOR TRUST II, a Delaware statutory trust (“WMT II” and, together with Series D, Series E and Series F, the “Client”), under the following circumstances:

RECITALS:

A. WHEREAS, the Company provides certain financial, accounting, valuation and administrative services, including the implementation of its Virtual Back Office (VBO™) outsourcing service.

B. WHEREAS, the Client wishes to engage the Company to provide certain financial, accounting, valuation and administrative (including registrar and transfer agent) services, as set forth herein.

NOW, THEREFORE, in consideration of the mutual promises set forth herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties hereby agree as follows:

ARTICLE I

DEFINITIONS

“Additional Services” has the meaning set forth in Section 2.3.

“Administrative Services” has the meaning set forth in Section 2.2.

“Advisers Act” means the United States Investment Advisers Act of 1940, as amended.

“Affiliate” means, with respect to a Party, any Person that controls, is under common control with or is controlled by such Party. For these purposes, “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management of any Person, whether through the ownership of voting securities, by contract, or otherwise.

“AML Laws, Regulations and Policies” has the meaning set forth in Section 12.2(a).

“Business Day” means any day on which (a) banks are open for domestic and foreign exchange business in New York, New York, United States of America or (b) the New York Stock Exchange is scheduled to be open for trading.

“CEA” means the United States Commodity Exchange Act, as amended.

“CFTC” means the United States Commodity Futures Trading Commission.

“Change in Control” means (i) the acquisition by a Person of more than one-half of the voting rights or equity interests in the Company; or (ii) the sale, conveyance or other disposition of all or substantially all of the assets, property or business of the Company in one transaction or a series of related transactions or the merger into or consolidation with any other Person (other than a wholly-owned subsidiary) or effectuation of any transaction or series of related transactions where holders of the Company’s voting securities prior to such transaction or series of transactions fail to continue to hold at least fifty percent (50%) of the voting power of the Company, or (iii) any Person not in control of the Company before the Effective Date acquires, after the Effective Date, the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of the Company, whether through the ownership of voting securities, by contract or otherwise.

“Claims” has the meaning set forth in Section 8.1.

“Client” has the meaning set forth in the preamble to this Agreement.

“Client Data” means all data of the Client provided to the Company by the Client or any service provider thereof (including its administrator immediately prior to the Commencement Date) including, but not limited to, data related to securities trades and other transaction data, investment returns, issue descriptive data, market data and the like, and all output and derivatives thereof. For purposes of clarification, “Client Data” shall include any information received by the Company from (1) the Client’s clearing broker or Manager, (2) any Investment Fund or Managed Account in which the Client invests, (3) any Manager of any such Investment Fund or Managed Account, or (4) any administrator or clearing broker for any such Investment Fund or Managed Account.


“Client Directions” has the meaning set forth in Section 2.6.

“Client Employee” shall mean any person then employed by the Client or any agent of the Client retained to provide services to the Client or who has been employed by the Client or served as an agent to the Client during the 180 days immediately prior thereto.

“Client Indemnified Person” has the meaning set forth in Section 8.6.

“Commencement Date” means September 1, 2007, or such other date on which the Company begins to perform the Administrative Services following the completion of the Implementation Services.

“Company” has the meaning set forth in the preamble to this Agreement.

“Company Employee” shall mean any person then employed by the Company or any agent of the Company retained to provide services to the Company in connection with Company’s obligations hereunder at any time or who has been employed by the Company or served as an agent to the Company during the 180 days immediately prior thereto.

“Company Indemnified Person” has the meaning set forth in Section 8.6.

“Company System” means the hardware, software, database applications and other systems used by or on behalf of the Company to perform the Services.

“Confidential Information” means, with respect to a Party, all information disclosed by, on behalf of, or at the direction of such Party to the other Party in connection with or related to such Party’s responsibilities under this Agreement, in any form or medium, and regardless of whether marked or otherwise identified as confidential, including, but not limited to, Client Data. Confidential Information does not include information that the Receiving Party can establish: (i) has become generally available to the public or commonly known in either Party’s business other than as a result of a breach by the Receiving Party of any obligation to the Disclosing Party; (ii) was known to the Receiving Party prior to disclosure to the Receiving Party by the Disclosing Party by reason other than having been previously disclosed in confidence to the Receiving Party; (iii) was disclosed to the Receiving Party on a non-confidential basis by a third party who did not owe an obligation of confidence to the Disclosing Party with respect to the disclosed information; (iv) was independently developed by the Receiving Party without any reference to, or use of, any part of the Confidential Information; or (v) is required to be disclosed by law, regulation, or court order (provided that the Party subject to such law, regulation or court order shall, where possible to do so without breaching applicable law, notify the other Party of any such use or requirement prior to disclosure in order to afford such other Party an opportunity to seek a protective order to prevent or limit disclosure of the information to third parties). “Confidential Information” also includes the part of any tangible media upon or within which any part of the Confidential Information is recorded or reproduced in any form, excluding any storage device that forms a part of computer hardware.

“Disclosing Party” means the Party disclosing Confidential Information.

“Effective Date” has the meaning set forth in the preamble to this Agreement.

“Extraordinary Fees” has the meaning set forth in Section 4.5.

“Gramm-Leach-Bliley Act” means Title V of the Gramm-Leach-Bliley Act, 15 U.S.C. §§ 6801, et seq., and its implementing regulations.

“Implementation Fee” has the meaning set forth in Section 3.1.

“Implementation Plan” has the meaning set forth in Section 2.1.

“Implementation Services” has the meaning set forth in Section 2.1.

“Indemnified Party” has the meaning set forth in Section 8.3.

“Indemnifying Party” has the meaning set forth in Section 8.3.

“Investment Fund” means any partnership, limited liability company, corporation, trust or other collective investment entity engaged in the business of trading and/or investing in Investment Interests that is managed by a Manager.

“Investment Interests” means any financial instruments traded by the Client or an Investment Fund or a Managed Account in which the Client is invested or any Manager for any of the foregoing, including but not limited to securities, indices, commodities, futures contracts, forward contracts, foreign exchange commitments, swap contracts, spot (cash) commodities and other items, options on any of the foregoing, and any rights pertaining to the foregoing contracts, instruments or investments throughout the world.


“Losses” has the meaning set forth in Section 8.1.

“Managed Account” means a separately managed account managed on behalf of the Client by a Manager.

“Manager” means any person or entity engaged in the business of investing, trading and/or speculating in Investment Interests (whether registered, exempt from registration or not subject to registration) retained by or for the Client or an Investment Fund or Managed Account in which the Client is invested.

“NASD” means the United States National Association of Securities Dealers Inc.

“NFA” means the United States National Futures Association.

“OFAC List” means the List of Specially Designated Nationals and Blocked Persons (the “SDN List”) and the List of Embargoed Regions (the “Embargoed Regions List”), both of which are maintained by the United States Office of Foreign Assets Control.

“Party” means either the Company or the Client, as applicable. “Parties” means both the Company and the Client.

“Person” means any individual or other legal entity, including a corporation, limited liability company or partnership.

“Personal Information” means customer personal information provided to, and maintained by, the Company in confidence, including but not limited to: personally identifiable financial information as defined by the Gramm-Leach-Bliley Act. “Personal Information” shall not include any personal information not required by law to be kept confidential.

“Preferred” means Preferred Investment Solutions Corp., the managing owner of the Client, and its Affiliates, and each of its or their shareholders, members, partners, directors, officers, employees, agents, attorneys and representatives.

“Preferred Employee” shall mean any person then employed by Preferred or any agent of Preferred retained to provide services to Preferred or who has been employed by Preferred or served as an agent to Preferred during the 180 days immediately prior thereto.

“Preferred Indemnified Person” has the meaning set forth in Section 8.6.

“Receiving Party” means the Party receiving Confidential Information disclosed by the Disclosing Party.

“SEC” means the United States Securities and Exchange Commission.

“Series D” has the meaning set forth in the preamble to this Agreement.

“Series E” has the meaning set forth in the preamble to this Agreement.

“Series F” has the meaning set forth in the preamble to this Agreement.

“Services” means any services performed or to be performed by the Company hereunder, including the Implementation Services, the Administrative Services, any Additional Services and any Transfer Services.

“Term” means the initial term of this Agreement, together with all renewal terms, each as set forth in Section 4.1.

“Transfer Services” has the meaning set forth in Section 4.5.

“United States Patriot Act of 2001” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001.

“WMT II” has the meaning set forth in the preamble to this Agreement.


ARTICLE II

SERVICES

 

2.1) Implementation Services. The Company and the Client have developed a plan for implementing the services to be provided hereunder, including with respect to the transition of responsibility for such services from the Client and its current administrator to the Company, which plan attached hereto as Schedule I (the “Implementation Plan”). The Company shall perform the services required to complete the Implementation Plan, as set forth therein (the “Implementation Services”). The Company and the Client shall comply with any applicable requirements agreed in the Implementation Plan.

 

2.2) Administrative Services. Beginning on the Commencement Date, the Company shall perform the administrative services set forth in Schedule II (the “Administrative Services”). The provision of Administrative Services is subject to the assumptions set forth in Exhibit A; as such assumptions may be revised in accordance with the Implementation Plan. If there are any material changes to these assumptions during the Term or if the assumptions are materially incorrect, the Company and the Client agree to negotiate in good faith any adjustment in the fees and payments set forth in Section 3.2 below to compensate for any increase or decrease in effort, resources or costs required to deliver the Services to the Client, provided that such adjustment in the fees and payments is agreed upon in writing by the Client in advance.

 

2.3) Additional Services. The Company may, at its option and in its sole discretion, provide such additional services as requested by the Client from time to time, including the services enumerated in Schedule III (the “Additional Services”). In the event the Client shall request services (including any Additional Services) or the preparation of any document or report outside the scope or timing of the Services, the Company shall charge and the Client shall pay an additional fee to be agreed upon by both parties in writing in advance as provided in Schedule III.

 

2.4) Performance. The Company shall perform the Services (a) in a reasonable manner, (b) consistent with applicable industry standards and the terms of this Agreement and (c) timely and in accordance with the delivery schedule(s) set forth in this Agreement and the Schedules and Exhibits thereto. In addition to any other remedies provided under this Agreement, the Client’s primary remedy in the event that (i) the Company fails to perform the Services as required hereunder, or (ii) the Company’s performance of any such Services results in any errors, shall be, at the Client’s election, for the Company to promptly re-perform the applicable Services and correct the error within a reasonable time period after the Client notifies the Company in writing of such failure or error. The Client shall immediately notify the Company in writing of any such failures or errors of which the Client becomes aware and fully cooperate with the Company in its re-performing the applicable Services or correcting such error. Notwithstanding the foregoing, the Company shall not be responsible or liable for any such failure or error for which the Company did not receive written notice from the Client within sixty (60) days after the Client first knew or should have known of such failure or error. Nothing contained in this Section 2.4 shall limit the Client’s rights and/or remedies as set forth in any other provision of this Agreement.

 

2.5) Subcontractors; Outside Services. The Client acknowledges and agrees that the Company may use subcontractors, including but not limited to attorneys, bankers, accountants or stockbrokers, for the performance of the Services; provided that the Company remains responsible for all of its obligations hereunder and for the payment of such subcontractors. The Company shall provide the Client with written notice prior to the use of any subcontractors and shall obtain the Client’s prior written consent prior to the use of any subcontractors that represent a material change from the Company’s operations, which consent shall not be unreasonably withheld, delayed or conditioned.

 

2.6) Client Directions. In the course of performing the Services, the Company may receive written or oral instructions or directions from the Client or its employees, agents or representatives with respect to the Services (collectively, the “Client Directions”). The Company may rely upon and comply with any Client Direction in performing its obligations under this Agreement. If and to the extent that the Company acts or fails to act as a result of its reliance upon any Client Direction, the Company shall be relieved of any liability arising therefrom, and such act or failure to act shall not constitute a breach or non-performance of any warranty or obligation of the Company hereunder; provided that this Section 2.6 shall not relieve the Company from any liability resulting from its gross negligence, intentional unlawful conduct or material departure from applicable industry standards. If any Client Direction is inconsistent with or conflicts with any provision of this Agreement, the Company may disregard such Client Direction or require that such Client Direction be confirmed in a written amendment to this Agreement.

ARTICLE III

FEES AND PAYMENT

 

3.1) Implementation Fee. The Client shall pay the Company the implementation fee for performing the Implementation Services, as set forth or referred to in Exhibit B (the “Implementation Fee”). If it is determined that the actual Implementation Fee differs from the estimated Implementation Fee, the Company and the Client shall negotiate in good faith any adjustment to the Implementation Fee. Such estimates are subject to revision based upon future findings. In the event that the estimated or actual costs of implementation are revised, the Company and Client may agree on the revised costs or the Client may terminate this Agreement as provided in Section 4.3, subject to the Client’s payment for Implementation Services actually rendered prior to such termination.


3.2) Administrative Services Fees. The Client shall pay the fees set forth or referred to in Exhibit B for the Administrative Services. All fixed recurring fees shall be payable monthly in arrears based upon Client’s beginning-of-month net assets. Any increases or decreases in the Administrative Services Fees shall be agreed upon in advance in writing by the Company and the Client. Notwithstanding the foregoing, the Company agrees that (a) it shall not increase the Administrative Services Fees for a period of 12 (twelve) months following the Commencement Date and (b) it shall provide the Client with three (3) months prior written notice of its intent to increase the Administrative Services Fees.

 

3.3) Additional Service Fees. Unless otherwise agreed in writing by the Company, all Additional Services, including the Additional Services described in Schedule III, shall be subject to additional fees determined by the Company in accordance with its standard practices and fees, provided that such additional fees are agreed to in advance in writing by Client. Any increases or decreases in the Additional Services Fees shall be agreed upon in advance in writing by the Company and the Client. Notwithstanding the foregoing, the Company agrees that (a) it shall not increase the Additional Service Fees for a period of 12 (twelve) months following the Commencement Date and (b) it shall provide the Client with three (3) months prior written notice of its intent to increase the Additional Service Fees.

 

3.4) Expenses. In addition to the fees set forth in Sections 3.1 through 3.3 above, the Client shall be responsible for all pre-approved direct costs and expenses, including travel and lodging expenses, incurred by the Company in performing the Services hereunder. Such costs and expenses must be approved by the Client in advance in writing. The Company shall pass-through such costs and expenses to the Client without any mark-up or premium.

 

3.5)

Invoices. Except as otherwise set forth or referred to in Exhibit B, the Company shall invoice the Client for all fees, costs and expenses on a monthly basis. All invoices are payable within thirty (30) days of receipt. All invoices shall be paid in U.S. dollars by bank check or wire transfer in accordance with the payment instructions provided on the applicable invoice. All invoiced amounts not paid within such time period shall be subject to a late fee equal to the lesser of (a) 1 1/2% per month or (b) the maximum rate permitted by applicable law.

ARTICLE IV

TERM AND TERMINATION

 

4.1) Term.

 

  a) The initial term of this Agreement shall begin on the Effective Date and continue for a period of eighteen (18) months following the Commencement Date. Thereafter, this Agreement shall continue in effect in accordance with its provisions from year to year after its initial term unless (i) terminated (A) by Client or Preferred upon not less than two (2) months’ prior written notice to the Company or (B) by the Company upon not less than four (4) months’ prior written notice to the Client, or (ii) there is an early termination of this Agreement pursuant to Sections 4.2 or 4.3. The Client shall have up to two (2) months from the effective date on the written notice of termination to complete the Transfer as described in Section 4.5.

 

  b) Without limiting the generality of the foregoing, the Company, the Client or Preferred may terminate this Agreement in accordance with the notice provisions of Section 4.1(a) for any reason in their sole and absolute discretion.

 

4.2) Termination by the Company. The Company may terminate this Agreement at any time by notice to the Client, if:

 

  a) the Commencement Date does not occur within ninety (90) days after the completion of Implementation Services;

 

  b) (i) any invoice hereunder remains unpaid for more than sixty (60) Business Days after the Client’s receipt (unless such invoice or portion thereof is subject to dispute by Client) and (ii) the Company notifies the Client in writing that any invoice hereunder is unpaid for more than sixty (60) Business Days after Client’s receipt thereof and (iii) the Client has not paid any undisputed amount within two (2) Business Days following Client’s receipt of the written notice provided in (ii) above;

 

  c) the Client materially breaches this Agreement, including by its failure to provide the Company with the necessary data in the format prescribed by the Company, and does not cure such breach within thirty (30) days after its receipt of notice thereof;

 

  d)

the Client (i) goes into liquidation (other than a voluntary liquidation commenced by the Client or Preferred in connection with the closing of the Client), (ii) becomes bankrupt, (iii) has a receiver appointed over its assets (other than a voluntary liquidation commenced by the Client or Preferred in connection with the closing of the


 

Client), (iv) is unable to pay its debts as they fall due, (v) commences negotiations with its creditors with a view toward adjustments or rescheduling of its indebtedness or (vi) makes a general assignment of its assets for the benefit of its creditors; or

 

  e) the Client takes any corporate action or legal proceedings are instituted for the winding-up or dissolution of the Client, other than a voluntary liquidation instituted by Client in which Client agrees to pay the Company in advance for its services pursuant to a written invoice submitted by the Company to the Client.

 

4.3) Termination by the Client. The Client may terminate this Agreement at any time by notice to the Company, if:

 

  a) the Commencement Date does not occur within ninety (90) days after the completion of Implementation Services;

 

  b) the Company materially breaches this Agreement and does not cure such breach within thirty (30) days after its receipt of notice thereof;

 

  c) the Company (i) goes into liquidation, (ii) becomes bankrupt, (iii) has a receiver appointed over its assets, (iv) is unable to pay its debts as they fall due, (v) commences negotiations with its creditors with a view toward adjustments or rescheduling of its indebtedness or (vi) makes a general assignment of its assets for the benefit of its creditors;

 

  d) the Company takes any corporate action or legal proceedings are instituted for the winding-up or dissolution of the Company;

 

  e) the Client terminates, closes or dissolves, or the management of the Client is transferred to an unaffiliated manager, provided that in any such case the Client shall use its reasonable best efforts to provide the Company with as much prior notice as is possible under the circumstances; or

 

  f) a Change in Control occurs.

 

4.4) Extension of Cure Period. The cure periods provided for in Section 4.2(c) and 4.3(b) shall be extended for up to one hundred twenty (120) days (or for such longer period as the Parties may agree in writing) if (a) the breaching Party is making reasonable efforts to cure the breach as promptly as practicable, (b) a cure cannot practicably be achieved within the initial cure period, and (c) prior to the end of the initial cure period, the breaching Party gives the non-breaching Party notice of the need for an extension, which notice will describe the actions being taken by the breaching Party to cure the breach.

 

4.5) Cooperation with Transfer. Upon expiration or termination of this Agreement, the Company shall use its best efforts to cooperate with the Client in the transfer of the Company’s obligations hereunder to the Client or its designee. Unless otherwise agreed upon in writing, the Client shall continue to pay its Administrative Service Fees during the course of the Transfer and shall pay the Company for any non-routine, unusual or extraordinary fees and expenses (“Extraordinary Fees”) for any services performed by the Company in connection with such cooperation (“Transfer Services”). Any such Extraordinary Fees shall be billed to the Client by the Company at cost. The Company may, at its option and in its discretion, require that Client pay such fees, or a deposit towards such fees, prior to the Company’s performance of any Transfer Services. Provided that the Company fulfills its obligations and responsibilities in all respects by delivering to the Client or its designee all necessary information to the new service provider, the Company shall not be obligated to provide Transfer Services for more than six (6) months following the expiration of this Agreement or the effective date as stated in any notice of termination, as provided in Section 4.1(a). The Company agrees not to increase the Client’s Administrative Service Fee during the period in which it is providing Transfer Services to the Client.

 

4.6) Effect of Termination. The expiration or termination of this Agreement shall not excuse the Client from the payment of any fees, costs or expenses incurred prior to such expiration or termination. The following provisions shall survive the expiration or termination of this Agreement for any reason: Articles V, VI, VII, VIII and Sections 4.5, 14.2, 14.4, 14.8 and 14.15.

ARTICLE V

CONFIDENTIALITY; NON-SOLICITATION; NON-EXCLUSIVITY

 

5.1) Confidentiality.

 

  a)

Each Party shall protect the confidentiality of the other Party’s Confidential Information in the same manner that it protects its own confidential information of a similar nature, but in no less than a reasonable manner. The Company shall only use the Client’s Confidential Information in connection with the performance of the


 

Company’s obligations hereunder. The Client shall only use the Company’s Confidential Information in connection with the Client’s use and enjoyment of the Services. During the Term, the Receiving Party may: (i) disclose Confidential Information received from the Disclosing Party only to its subcontractors, agents, representatives, advisors, employees, officers and directors and affiliates who have a need to know such information exclusively for the purpose of executing its obligations or exercising its rights under this Agreement, provided that in no event shall the Company disclose any Confidential Information to any such person unless such person is subject to a confidentiality agreement with the Company that prohibits such person from disclosing any Confidentiality Information to any person not a party to, or otherwise bound by the terms of, this Agreement; or (ii) reproduce the Confidential Information received from the Disclosing Party only as required to execute its obligations or exercise its rights under this Agreement.

 

  b) In the event that either Party is required under applicable law to disclose any of the other Party’s Confidential Information, the Party subject to such requirement shall promptly notify the other Party of such requirement so that the other Party may challenge such requirement or seek an appropriate protective order or other similar protection. Unless advised by legal counsel that such a course of action would expose the Party subject to such requirement to civil or criminal liability, the Party subject to such requirement shall fully cooperate with the other Party in connection with the foregoing; provided that the other Party shall reimburse the Party subject to such requirement for all reasonable out-of-pocket expenses incurred by it with respect to such cooperation.

 

  c) Except as otherwise specifically provided in this Agreement, the Receiving Party shall not during the Term, and after expiration or earlier termination hereof: (i) disclose, in whole or in part, any Confidential Information received directly or indirectly from the Disclosing Party; or (ii) sell, rent, lease, transfer, encumber, pledge, reproduce, publish, transmit, translate, modify, reverse engineer, compile, disassemble or otherwise use such Confidential Information in whole or in part.

 

  d) The Receiving Party acknowledges that: (i) the Disclosing Party possesses and will continue to possess Confidential Information that has been created, discovered or developed by or on behalf of the Disclosing Party, or otherwise provided to the Disclosing Party by third parties, which information has commercial value and is not in the public domain; (ii) unauthorized use or disclosure of Confidential Information is likely to cause injury not readily measurable in monetary damages, and therefore irreparable; (iii) in the event of an unauthorized use or disclosure of Confidential Information, the Disclosing Party shall be entitled, without waiving any other rights or remedies, to such injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction; (iv) subject to the rights expressly granted to the Receiving Party in this Agreement, the Disclosing Party and its licensors retain all right, title and interest in and to the Confidential Information, including without limiting the generality of the foregoing, title to all Confidential Information regardless of whether provided by or on behalf of the Disclosing Party or created by the Receiving Party; and (v) any disclosure by the directors, officers, employees, and agents of the Receiving Party shall be deemed to be disclosure by the Receiving Party and the Receiving Party shall be liable for any such disclosure as if the Receiving Party had disclosed the Confidential Information.

 

  e) All Confidential Information disclosed by the Disclosing Party shall be and shall remain the property of the Disclosing Party. Within five (5) days after being so requested by the Disclosing Party, except to the extent the Receiving Party is advised in writing by counsel such destruction is prohibited by law, it shall return or destroy all documents thereof furnished to it by the Disclosing Party and it shall also destroy all written material, memoranda, notes, copies, excerpts and other writings or recordings whatsoever prepared by it or its employees based upon, containing or otherwise reflecting any Confidential Information. Any destruction of materials shall be confirmed by the Receiving Party in writing; provided, however, that any party may retain (i) one copy of the Confidential Information that it deems necessary to comply with any obligations under all applicable laws, rules, regulations and (ii) any Confidential Information it believes cannot reasonably be destroyed (such as oral communications reflecting Confidential Information, firm electronic mail back-up records, back-up server tapes and any similar such automated record-keeping or other retention systems), which shall remain in perpetuity subject to the confidentiality terms of this Agreement. Any Confidential Information that is not returned or destroyed, including without limitation any oral Confidential Information shall remain in perpetuity subject to the confidentiality obligations set forth in this Agreement.

 

  f) Notwithstanding anything herein to the contrary, in this Article V or in Article XI, the Company shall have the right to mine, utilize, distribute, sell, share or market aggregated, amalgamated or compiled statistical information obtained or developed by the Company in the performance of the Services provided hereunder, so long as the Company does so in a manner that does not reveal or disclose any information which is identifiable with, or specific, traceable or attributable to, the Client or its investors. For purposes of clarification, the only specific information relating to or associated with the Client that the Company may disclose is the name of the Client and the Client’s assets under management.


5.2) Non-Solicitation.

 

  a) The Client shall neither hire nor solicit for employment any Company Employee with whom the Client has had contact during the Term without the prior written authorization of the Company. If the Client hires any such Company Employee, without such authorization, the Client shall pay Company an amount equal to such Company Employee’s total first year compensation at the Client.

 

  b) The Company shall neither hire nor solicit for employment any Client Employee or Preferred Employee with whom the Company has had contact during the Term without the prior written authorization of the Client or Preferred, as applicable. If the Company hires any such Client Employee or Preferred Employee, without such authorization, the Company shall pay the Client or Preferred, as applicable, an amount equal to such Client Employee’s or Preferred Employee’s total first year compensation at the Company.

 

5.3) Non-Exclusivity. Neither this Agreement nor the nature of the services provided to the Client shall preclude the Company from acting as administrator or for providing services of any nature to any other Person.

 

5.4) Publicity.

 

  a) Neither the Company nor the Client shall distribute any publicity, including press releases, regarding the nature of this Agreement without receiving the prior written approval of the other. Unless directed otherwise in writing, the Company shall be permitted to refer to the Client as a current or past client, provided that neither the Company nor any Affiliate or Company Employee shall be permitted to disclose or refer to the Client or Preferred as a current client until such time as the Implementation Plan has been completed in full as to Client and all investment funds managed by Preferred or its Affiliates, or Preferred has otherwise agreed to in writing.

 

  b) Notwithstanding the foregoing, the Company acknowledges and agrees that the Client and Preferred are subject to various laws, rules and regulations. The Company agrees that the Client and Preferred may make disclosures required by such laws, rules and regulations as it deems appropriate under the circumstances.

ARTICLE VI

EXCLUSION OF CONSEQUENTIAL DAMAGES

In no event shall the Company be liable for any punitive, exemplary or other special damages, or for any indirect, incidental or consequential damages (including lost profits or lost business opportunity), in each case arising under or in relation to this Agreement (including with respect to the performance or non-performance of any Services), whether arising under breach of contract, tort or any other legal theory, and regardless of whether the Company has been advised of, knew of, or should have known of the possibility of such damages. In no event shall this Article VI be deemed to have failed of its essential purpose.

ARTICLE VII

WARRANTY DISCLAIMER

Other than with respect to Article XII, the Company hereby specifically disclaims any and all representations or warranties, express or implied, arising by law or otherwise, arising under or relating to this Agreement or the subject matter hereof (including with respect to the Services and the Company System), including any implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. Without limiting the foregoing, the Company makes no representations or warranties that the Services will be uninterrupted or error-free.

ARTICLE VIII

INDEMNIFICATION

 

8.1) Company Indemnity. The Client shall be responsible for any and all liabilities, claims, damages, judgments, costs and expenses (including court costs and reasonable attorneys’ fees) (collectively, “Losses”) incurred by Company Indemnified Persons (as defined below) as a result of, and shall defend, indemnify, and hold Company Indemnified Persons harmless from and against, any and all third-party claims, actions, suits or proceedings (collectively, “Claims”) to the extent arising from: (a) the Company’s performance or non-performance of the Services (except to the extent a Claim arises from the Company’s gross negligence or intentional unlawful conduct); (b) Client Directions, or (c) the Client’s gross negligence or intentional unlawful conduct.

 

8.2) Client Indemnity. The Company shall be responsible for any and all Losses incurred by Client Indemnified Persons and Preferred Indemnified Persons (each as defined below) as a result of, and shall defend, indemnify, and hold Client Indemnified Persons and Preferred Indemnified Persons harmless from and against, any and all third-party Claims to the extent arising from the Company’s gross negligence or intentional unlawful conduct in the performance of the Services.


8.3) Notice. Neither Party will be liable for any claim for indemnification under this Article VIII unless notice of such claim is delivered by the Party seeking indemnification (the “Indemnified Party”) to the Party from whom indemnification is sought (the “Indemnifying Party”). If any third party notifies the Indemnified Party with respect to any matter which may give rise to a claim for indemnification against the Indemnifying Party under this Article VIII, then the Indemnified Party shall notify the Indemnifying Party promptly thereof in writing and in any event within thirty (30) days after receiving such notice from the third party; provided that no delay on the part of the Indemnified Party in notifying the Indemnifying Party will relieve the Indemnifying Party from any obligation hereunder unless the Indemnifying Party is materially prejudiced thereby. All notices given pursuant to this Section 8.3 will describe with reasonable specificity the third-party claim and the basis of the Indemnified Party’s claim for indemnification.

 

8.4) Participation and Control. Once the Indemnified Party has given notice of a claim or potential claim under Section 8.3, the Indemnifying Party will be entitled to participate therein and, to the extent desired, to assume the defense thereof with counsel of its choice, provided that the Indemnified Party may participate in (but not control) such defense. If the Indemnifying Party does not assume the defense of any claim, the Indemnified Party will have the right to undertake the defense of such claim, by counsel or other representatives of its own choosing, on behalf of and for the account and risk of the Indemnifying Party (subject to the right of the Indemnifying Party to assume the defense of such claim at any time prior to settlement, compromise or final determination thereof).

 

8.5) Consent. Neither the Indemnified Party nor the Indemnifying Party will consent to the entry of any judgment or enter into any settlement of any claim that might give rise to liability of the other Party without such other Party’s written consent, which will not be unreasonably withheld, delayed or conditioned. If the Indemnifying Party elects to settle any such claim solely by the payment of monetary damages, and the Indemnified Party refuses to consent to such compromise or settlement, then the liability of the Indemnifying Party to the Indemnified Party will be limited to the amount offered as monetary damages by the Indemnifying Party in such compromise or settlement.

 

8.6) Indemnified Persons. In this Article VIII, references to “Client Indemnified Persons”, “Preferred Indemnified Persons” and “Company Indemnified Persons” shall mean the Client, Preferred or the Company, respectively, and its or their respective partners, members, shareholders, directors, officers, employees, attorneys, agents, representatives and Affiliates.

ARTICLE IX

COMPLIANCE WITH REGULATORY RECORDKEEPING REQUIREMENTS

 

9.1) Recordkeeping Requirements. The Company shall make and keep the following books and records of the Client:

 

  a) An itemized daily record of each Investment Interest transaction of the Client, showing the transaction date, quantity, Investment Interest, and, as applicable, price or premium, delivery month or expiration date, whether a put or a call, strike price, underlying contract for future delivery or underlying physical, the futures commission merchant carrying the account and the introducing broker, if any, whether the commodity interest was purchased, sold, exercised, or expired, the gain or loss realized, and any commission or give-up fee.

 

  b) A journal of original entry or other equivalent record showing all receipts and disbursements of money, securities and other property.

 

  c) A subsidiary ledger or other equivalent record for each member or shareholder of the Client showing the member’s or shareholder’s name and address and all funds, securities and other property that the Client received from or distributed to the member or shareholder.

 

  d) Adjusting entries and any other records of original entry or their equivalent forming the basis of entries in any ledger.

 

  e) A general ledger or other equivalent record containing details of all asset, liability, capital, income and expense accounts.

 

  f) Cancelled checks, bank statements, journals, ledgers, invoices, computer generated records, and all other records, data and memoranda prepared or received in connection with the operation of the Client.

 

9.2) Location of Books and Records.

 

  a) The Company shall maintain the books and records set forth in Section 9.1 above at one of the following business addresses:


  i) 200 North LaSalle Street, Chicago, IL 60601;

 

  ii) 8415 Pulsar Place Suite 400, Columbus, Ohio 43240;

 

  iii) Anderson Square - 4th Floor P.O. Box 10243, Grand Cayman, Cayman Islands KY1-1003; and

 

  vi) 44P Electronic City Phase II East, Hosur Road, Bangalore 560 100 Karnataka, India.

 

  b) The Company shall notify Preferred immediately if it changes the location at which any of the books and records set forth in Section 9.1 above are maintained.

 

9.3) Production and Availability of Books and Records.

 

  a) In the event of a request to Preferred by the CFTC, NFA, United States Department of Justice, SEC, NASD or any other agency authorized to review any of the books and records specified in Section 9.1 above in accordance with the CEA, the Advisers Act, and CFTC and SEC regulations, the Company shall, within 24 hours following receipt of a written request from Preferred, provide the originals of any of the books and records set forth in Section 9.1 above to Preferred at Preferred’s main office.

 

  b) The Company shall make available the books and records set forth in Section 9.1 above to:

 

  i) representatives of the CFTC, NFA, United States Department of Justice, SEC, NASD or any other agency authorized to review any such books and records in accordance with the CEA, the Advisers Act, and CFTC and SEC regulations for inspection and copying during normal business hours and, upon request of any of the foregoing, copies must be sent by mail within one (1) Business Day; and

 

  ii) members or shareholders in the Client for inspection and copying during normal business hours and, upon request, copies must be sent by mail to any participant within five (5) Business Days if reasonable reproduction and distribution costs are paid by the participant, provided that participants in the Company shall only provide a participant in the Client with information as to the Client, and not to any information relating to any other participant in the Client.

 

  c) The Company shall notify Client and Preferred immediately in writing in the event that the Company receives a request pursuant to Sections 9.1 (a) and (b) above, and shall provide Client and Preferred with (i) a written description of the books and records reviewed and (ii) copies of all documents reviewed or provided to such persons.

 

9.4) Retention Period. The Company shall maintain all of the books and records set forth in Section 9.1(a) above for a minimum period of five (5) years from the date that this Agreement terminates, and all such books and records shall be readily accessible during the first two (2) years of such period. Alternatively, following termination of this Agreement, the Company shall provide all of the books and records set forth in Section 9.1(a) above to the Company, Preferred or its or their designee.

ARTICLE X

PERSONAL INFORMATION

 

10.1) From time to time, the Company may obtain access to certain Personal Information from the Client. To the extent applicable, the Company shall comply with the provisions of the Gramm-Leach-Bliley Act regarding the restrictions on the use, disclosure and safeguarding of Personal Information.

ARTICLE XI

CLIENT DATA; SECURITY

 

11.1) The Client shall provide the Company with the Client Data to enable the Company to provide the Services. The Company shall not be responsible or liable for the accuracy, completeness, integrity or timeliness of any Client Data provided to the Company by the Client.

 

11.2) All Client Data shall remain the property of the Client. The Client Data shall not be (i) used by the Company other than in connection with providing the Services, (ii) disclosed, sold, assigned, leased or otherwise provided to third parties by the Company, or (iii) commercially exploited by or on behalf of the Company, its employees or agents.

 

11.3) At the Client’s expense, the Company shall upon written request, promptly return to the Client, in the format and on the media in use as of the date of request, all, or any requested portion of, the Client Data. If the Client expressly consent or requests, the Company may maintain archival tapes containing any Client Data, which shall be used by the Company solely for back-up purposes.


11.4) The Company will provide data backup in accordance with industry standards during the term of this Agreement and will not delete or destroy any the Client Data during such period.

 

11.5) The Company shall not disclose or use any Client Data except for the purpose of carrying out its obligations under this Agreement. The Company shall not disclose the Client Data to its third party service providers without the consent of the Client. The Company shall ensure that each person or entity to whom or to which the Company may disclose the Client Data in connection with the Company’s performance of its obligations under this Agreement shall, prior to any such disclosure of information, agree to use or disclose such Client Data only for the purpose of carrying out the Company’s obligations under this Agreement. The Company shall maintain effective information security measures to protect the Client Data from unauthorized disclosure or use.

 

11.6) The Company shall maintain and enforce at all of its locations where the Client Data is received, accessed, stored, processed, or transmitted, security procedures that provide reasonable and necessary security designed to prevent infiltration of or unauthorized access to any and all systems, databases and networks which receive, access, store, process or transmit the Client Data, including firewall-based protections, Virus testing and scanning, intrusion protection and access control with appropriate password and other authentication protections.

ARTICLE XII

REPRESENTATIONS, WARRANTIES AND COVENANTS

 

12.1) Mutual Representations and Warranties. Each Party represents and warrants to the other that, as of the Effective Date and covenants that at all times during the Term, it will ensure that:

 

  a) It is a legal entity duly created, validly existing and is in good standing under the laws of the jurisdiction in which it is created, and is in good standing in each other jurisdiction where the failure to be in good standing would have a material adverse effect on its business or its ability to perform its obligations under this Agreement;

 

  b) It has all necessary legal power and authority to own, lease and operate its assets and to carry on its business as presently conducted and as it will be conducted pursuant to this Agreement;

 

  c) It has all necessary legal power and authority to enter into this Agreement and to perform its obligations hereunder, and the execution and delivery of this Agreement and the consummation of the transactions contemplated thereby have been duly authorized by all necessary actions on its part;

 

  d) This Agreement constitutes a legal, valid and binding obligation of such Party, enforceable against it in accordance with its terms;

 

  e) It is not a party to, and is not bound or affected by or subject to, any instrument, agreement, charter or by-law provision, law, rule, regulation, judgment or order which would be contravened or breached as a result of the execution of this Agreement or the consummation of the transactions contemplated hereunder;

 

  f) It is not the subject of any pending or threatened litigation (including claims subject to arbitration) that would prevent such Party from performing its obligations under this Agreement; and

 

  g) It is in compliance with all applicable laws, rules, orders, regulations and other legal requirements in effect as the same may relate in a material way to each of its respective businesses and provision or use of the Services.

All such representations, warranties and covenants shall continue during the Term of this Agreement and if, at any time, any event has occurred that would make any of the foregoing representations or warranties not true, such Party shall promptly notify the other in writing.

 

12.2) Company Representations and Warranties. The Company represents, warrants and covenants to the Client and Preferred that, as of the Effective Date, it:

 

  a) (i) maintains anti-money laundering policies and procedures that comply with the United States Bank Secrecy Act of 1970, as amended, the United States Patriot Act of 2001, and applicable federal anti-money laundering regulations, including policies and procedures to verify the identity of prospective subscribers, as well as the applicable anti-money laundering laws, rules and regulations where the Client’s units are listed, offered or sold (“AML Laws, Regulations and Policies”);


  b) maintains privacy policies and procedures that comply with the Gramm-Leach-Bliley Act, and other applicable laws, rules and regulations; and

 

  c) maintains a business continuity/disaster plan that is designed to permit the Company to provide the Services in the event of any full or partial disaster.

All such representations, warranties and covenants shall continue during the Term of this Agreement and if, at any time, any event has occurred that would make any of the foregoing representations or warranties not true, the Company shall promptly notify the Client and Preferred in writing.

 

12.3) The Company shall provide to the Client and Preferred its most recent business continuity/disaster recovery plan, anti-money laundering policies and procedures, and privacy policies and procedures, and shall provide the Client and Preferred any updates or amendments thereto.

 

12.4) The Company shall during the Term continue to comply with the AML Laws, Regulations and Policies and the Company’s anti-money laundering, privacy and business continuity/disaster recovery policies and procedures and shall, upon the Client’s request provide to the Client and Preferred annual certifications regarding its anti-money laundering, privacy and business continuity/disaster recovery policies and procedures and the Company’s compliance therewith.

ARTICLE XIII

ANTI-MONEY LAUNDERING COMPLIANCE

 

13.1) The Company shall perform anti-money laundering compliance review in accordance with the AML Laws, Regulations and Policies, including without limitation, ensuring that subscriptions are paid from the account of the beneficial owner and that the investor is not a designated national and blocked person by comparing to the OFAC List.

 

13.2) Without limiting the generality of the foregoing, the Company shall:

 

  a) comply with the AML Laws, Regulations and Policies;

 

  b) provide to the Client, upon request, written evidence of its suitability to perform the relevant functions on behalf of the Client;

 

  c) provide information obtained and held with respect to the investors to appropriate regulatory authorities, in accordance with relevant procedures;

 

  d) provide the Client or its authorised agents with reasonable access to information which they may require to satisfy themselves of the reliability of the Company’s systems and procedures to ensure compliance by the Client with the AML Laws, Regulations and Policies;

 

  e) comply with its own anti-money laundering obligations regarding identification of clients, training employees, record keeping and suspicious activity reporting and maintain all such procedures in accordance with applicable law;

 

  f) promptly deliver to Client and Preferred, to the extent permitted by applicable law, notice of any AML Laws, Regulations and Policies violation, suspicious activity, suspicious activity investigation or filed suspicious activity report that relates to any prospective investor in Client; and

 

  g) cooperate with Client and Preferred and deliver information reasonably requested by them concerning investors that purchased interests in, or shares of, Client necessary for the Client and Preferred to comply with AML Laws, Regulations and Policies.

ARTICLE XIV

GENERAL

 

14.1) Assignment and Delegation.

Except as expressly provided in this Section 14.1, neither Party may assign or delegate (whether by operation of law or otherwise) this Agreement (or any of its rights or obligations hereunder) without the prior written consent of the other Party, and any such attempted assignment shall be void. Upon notice to the Client, the Company may assign this Agreement in its entirety, together with all of its rights and obligations hereunder, to an Affiliate or in connection with a Change in Control, provided that nothing in this Section 14.1 shall alter the Client’s rights under Section 4.3(f). If a


permitted assignee agrees in writing to be bound by this Agreement, then the assigning Party shall have no further liabilities or obligations hereunder. In addition, the Company may use subcontractors in the performance of its obligations hereunder as permitted by, Section 2.5. Subject to the foregoing limitations, this Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.

 

14.2) Ownership. As between the Company and the Client, the Company owns all right, title and interest in and to the Company System, and to any and all intellectual property rights therein (including patents, copyrights and trade secrets).

 

14.3) Amendment. This Agreement may be amended only by a written instrument executed and delivered by both Parties.

 

14.4) Notices.

 

  a) Any notice required to be given hereunder shall be sent in writing and delivered personally by hand, sent by reputable, overnight courier service (charges prepaid), sent by registered or certified mail (postage prepaid, return receipt requested) or by facsimile, to the address set forth below, or to such other address specified by the applicable Party by prior notice in accordance with this Section 14.4. Such notices shall be deemed given: (a) if personally delivered, at the time of delivery; (b) if sent by overnight courier service, at the time such courier service records as the time of delivery; (c) if sent by registered or certified mail, at the time of delivery; and (d) if sent by facsimile, at the time when confirmation of successful transmission is received by the sending facsimile machine. Notices sent by any other means (including email) shall not constitute notice hereunder unless it is acknowledged by the receiving Party pursuant to a means set forth in this Section 14.4.

If to the Company:

Spectrum Global Fund Administration, L.L.C.

200 North LaSalle Street - Suite 2420

Chicago, Illinois 60601

Attention: Carol A. Burke

Facsimile: (312) 697-9715

If to the Client:

World Monitor Trust II

c/o Preferred Investment Solutions Corp.

900 King Street, Suite 100

Rye Brook, New York 10573

Attention: General Counsel

Email: lblock@kenmar-us.com

Facsimile: (914) 307-4045

With a copy to:

Preferred Investment Solutions Corp.

900 King Street, Suite 100

Rye Brook, New York 10573

Attention: General Counsel

Email: lblock@kenmar-us.com

Facsimile: (914) 307-4045

 

  b) Notwithstanding the foregoing, (a) Client Directions may be sent by the Client or Preferred to the Company and its employees by e-mail, provided that such e-mail is from an authorized person of Client or Preferred and (b) any such notices sent by the Client, Preferred or the Company pursuant to Sections 2.4 and 2.6 may be sent by e-mail, provided that such e-mail is from an authorized person of the Client, Preferred or the Company.

 

14.5) Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the Parties and delivered to the other Party, it being understood that all Parties need not sign the same counterpart. Counterparts delivered by facsimile or other electronic means shall be deemed to be an original.

 

14.6) Captions; Recitals. The captions and numbers of the various sections hereof are included for convenience of reference only and do not in any way affect the meaning or interpretation of the substantive provisions hereof. The recitals set forth above are hereby incorporated in and made a part of this Agreement by this reference.


14.7) Severability. In the event that any provision of this Agreement, or the application thereof, becomes or is declared by a court of competent jurisdiction to be illegal, void or unenforceable, the remainder of this Agreement will continue in full force and effect and the application of such provision to other persons or circumstances will be interpreted so as reasonably to give effect to the intent of the Parties hereto. The Parties further agree to replace such void or unenforceable provision of this Agreement with a valid and enforceable provision that will achieve, to the maximum extent possible, the economic, business and other purposes of such void or unenforceable provision.

 

14.8) Governing Law; Consent to Jurisdiction. This Agreement shall be governed by and construed in accordance with the internal laws, and not the laws of conflict, of the State of Illinois. Each Party hereby consents to the exclusive personal jurisdiction of any state or federal court sitting in the State of Illinois or State of New York, in any action or proceeding arising out of or relating to this Agreement, agrees that all claims in respect of the action or proceeding may be heard and determined in any such court and agrees not to bring any action or proceeding arising out of or relating to this Agreement in any other court. Each Party agrees not to assert in any action or proceeding arising out of or relating to this Agreement that the venue is improper, and waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought, and waives any bond, surety or other security that might be required of any other Party with respect thereto.

 

14.9) Waiver of Breach. No waiver of a breach of any provision of this Agreement by either Party shall be effective unless made expressly in writing and no such waiver shall constitute or be construed as a waiver by such Party of any future breach of the same or any other provisions of this Agreement. Failure, neglect, or delay by a Party to enforce the provisions of this Agreement or its rights or remedies at any time, will not be construed and will not be deemed to be a waiver of such Party’s rights under this Agreement and will not in any way affect the validity of the whole or any part of this Agreement or prejudice such Party’s right to take subsequent action.

 

14.10) Entire Agreement. This Agreement (including the Exhibits and Schedules attached hereto) constitute the entire agreement between the Parties and supersedes any prior or contemporaneous understandings, agreements or representations by or between the Parties, written or oral, related in any way to the subject matter hereof.

 

14.11) Costs and Expenses. Except as specifically set forth in this Agreement, each Party shall bear its own costs and expenses incurred in connection with the performance of its obligations hereunder.

 

14.12) Force Majeure. Except for any payment obligations, neither Party shall be responsible for or liable for failure to perform any part of this Agreement or for any delay in the performance of any part of this Agreement that directly or indirectly results in whole or in part from any event or contingency beyond the Party’s control, including foreign or domestic embargoes, interference by civil or military authorities, acts of God, acts of war or terrorism, or threats of same, or failure of common carriers or telecommunications systems, subject to the implementation of the Company’s business continuity/disaster plan.

 

14.13) Interpretation. The descriptive headings of the Agreement are inserted for convenience only and shall not constitute a part of this Agreement. The words “include” and “including” and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “without limitation.” Except as otherwise indicated, all references in this Agreement to “Articles,” “Sections,” “Schedules” or “Exhibits” are intended to refer to Articles, Sections, Schedules and Exhibits to this Agreement. The terms “hereof”, “hereunder”, “herein” and words of similar import shall refer to this Agreement as a whole and not to any particular provision of this Agreement. Unless otherwise expressly indicated, all references to days, months or years are references to calendar days, months and years, respectively. Each Party has participated in the drafting of this Agreement, and has reviewed and adopted the language in this Agreement as a correct expression of the Parties’ intent, and consequently this Agreement shall be interpreted without reference to any rule or precept of law to the effect that any ambiguity in a document be construed against the drafter.

 

14.14) Irreparable Harm. Each Party acknowledges and agrees that the other Party will be irreparably harmed in the event that such Party breaches Article V and that monetary damages alone cannot fully compensate the non-breaching Party for such harm. Accordingly, each Party hereby agrees that the non-breaching Party shall be entitled to injunctive relief to prevent or stop breaches of such provisions of this Agreement and to enforce specifically this Agreement and the terms and provisions hereof, without the requirement of posting any bond.

 

14.15) Third-Party Beneficiaries. Preferred, Company Indemnified Parties, Client Indemnified Parties and Preferred Indemnified Parties are third-party beneficiaries under this Agreement and shall be entitled to enforce any of the terms hereunder that relate to them. Other than Preferred, the Company Indemnified Parties, the Client Indemnified Parties and the Preferred Indemnified Parties, this Agreement shall not confer any rights or remedies upon any person or entity other than the Parties, their respective successors and permitted assigns.

 

14.16) Independent Contractors. The relationship of the Company and the Client established by this Agreement is that of independent contractors. Nothing in this Agreement shall be construed to create any agency or employment relationship between the Company or any of its employees and the Client or any of its employees. Neither Party shall have any right, power or authority to assume, create or incur any expense, liability or obligation, express or implied, on behalf of the other.


14.17) Most Favored Nation Provision. The Company covenants and agrees that, with respect to Section 2.4 and Articles VI and VII, if it grants more favorable terms to any client from the effective date of this Agreement forward, the Company shall give notice of such terms to the Client and Preferred and such terms shall be incorporated into this Agreement from the effective date of the Company’s agreement with such other client unless the Client and Preferred notify the Company in writing or unless the Company, the Client and Preferred agree otherwise in writing.

ARTICLE XV

SAS 70

 

15.1) Definitions.

For purposes of this Article XV, the following terms shall have the following meanings:

“SAS 70” means Statement on Auditing Standards No. 70.

“SAS 70 Review” means a review of the Company’s internal controls by an independent auditing firm retained by the Company in order to prepare a Type II SAS 70 Report.

“SAS 70 Review Firm” means the independent auditing firm retained by the Company to prepare a Type II SAS 70 Report on the Company’s internal controls.

“Type II SAS 70 Report” shall mean a report issued by the SAS 70 Review Firm pursuant to a Type II service auditor’s examination for the Company in accordance with the American Institute of Certified Public Accountants’ Statement on Auditing Standards No. 70 as of November 30, 2007 (and for 2008, as of September 30; and for each subsequent year during the Term as of September 30) which report includes the following: (i) whether the Company’s description of its internal controls presents fairly, in all material respects, the relevant aspects of the Company’s controls that had been placed in operation as of a specific date; (ii) whether the controls were suitably designed to achieve specified control objectives; (iii) whether the controls that were tested were operating with sufficient effectiveness to provide reasonable assurance that the control objectives were achieved during the specified period; and (iv) any other information as required by SAS 70.

 

15.2) SAS 70 Review; Type II SAS 70 Report.

 

  a) By no later than June 30, 2007 (and by June 30 of each subsequent year during the Term), the Company shall notify the Client and Preferred in writing of the controls that the SAS 70 Review Firm intends to test as part of the SAS 70 review. The Company and Preferred shall review the controls that the SAS 70 Review Firm intends to test and shall notify the Company by July 31, 2007 (and July 31 of each subsequent year during the Term) if they have any suggestions, comments or recommendations as to the controls to be tested. The Company, the Client and Preferred shall work together in good faith to resolve any differences.

 

  b) By no later than January 31, 2008 (and by November 30 of each subsequent year during the Term), the Company shall obtain and deliver to Client and Preferred a Type II SAS 70 Report expressing the SAS 70 Review Firm’s opinion on:

 

   

Whether the Company’s description of controls and applications present fairly, in all material respects, the relevant aspects of the Company’s controls that had been placed in operation as of November 30, 2007 (and as of September 30 of each subsequent year);

 

   

Whether those controls are suitably designed to provide reasonable assurance that the specified control objectives would be achieved if the described controls were complied with satisfactorily and the Company’s clients applied those aspects of internal control contemplated in the design of the Company’s controls;

 

   

Whether the controls that were tested were operating with sufficient effectiveness to provide reasonable, but not absolute, assurance that the control objectives specified in the SAS 70 Review Firms’ description of those tests were achieved during the period specified.

 

  c) By no later than November 30, 2007, the Company shall direct the SAS 70 Review Firm retained by the Company to communicate with the Client and/or Preferred regarding a summary of the Type II SAS 70 Report.


  d) The Company shall deliver to the Client and Preferred any updates or amendments to the Type II SAS 70 Report within five (5) Business Days following the Company’s receipt thereof.

 

  e) The Company shall promptly inform the Client and Preferred of any material issues that may arise during the SAS 70 Review that could delay the Type II SAS 70 Report.

 

  f) The Company shall permit the Client or Preferred or either or both of their auditors to communicate with an authorized representative of the Company on a periodic basis as to the status of the SAS 70 Review and the Type II SAS 70 Report.

 

  g) By no later than January 15, 2008 (and by January 15 of each subsequent year during the Term), the Company shall deliver to the Company and Preferred a representation letter, signed by the Company’s President and Chief Executive Officer (or person or persons with similar functions) that there have been no material changes in the Company’s key controls for the period December 1, 2007 through December 31, 2007 (and for the period October 1 through December 31 for each subsequent year during the Term).

 

  h) The Company shall promptly (and in any event within five (5) Business Days) notify the Company and Preferred in writing of any material changes to its key controls.

 

  i) The Client and Preferred shall be permitted to use and rely on the Type II SAS 70 Report in connection with each of their obligations under applicable law, including but not limited to Section 404 of the Sarbanes Oxley Act.

 

15.3) Time is of the Essence. The Company acknowledges and agrees that time is of the essence for each date specified in Section 15.2.

 

15.4)

Remedies for failure of Section 15.2(b). Should the Company fail to deliver the Type II SAS 70 Report specified in Section 15.2(b) in the time period specified therein, the Company shall have ten (10) Business Days to cure such failure. The Company, the Client and Preferred shall work together in good faith to resolve any such failure and shall, at their own cost and expense, take all steps necessary to assist the Client and/or Preferred in complying with its or their obligations under applicable laws, including but not limited to Section 404 of the Sarbanes Oxley Act. Notwithstanding the foregoing, the Company shall be responsible for any direct, measurable and out-of-pocket costs incurred by the Client and/or Preferred to cure any such failure by the Company up $10,000. The Client and/or Preferred shall invoice the Company for all such fees, costs and expenses on a monthly basis. All invoices are payable within thirty (30) days of receipt. All invoices shall be paid in U.S. dollars by bank check or wire transfer in accordance with the payment instructions provided on the applicable invoice. All invoiced amounts not paid within such time period shall be subject to a late fee equal to the lesser of (a) 1 1/2 % per month or (b) the maximum rate permitted by applicable law.

[Signature Page Follows]


IN WITNESS WHEREOF, the undersigned, by their authorized representatives, have executed this Agreement to be effective as of the Effective Date.

 

COMPANY:     CLIENT:
Spectrum Global Fund Administration, L.L.C.     World Monitor Trust II – Series D
    By:  

Preferred Investment Solutions Corp.,

its managing owner

/s/ Carol A. Burke

   

/s/ Esther E. Goodman

Name:   Carol A. Burke     Name:   Esther E. Goodman
Title:   CEO     Title:  

Senior Executive Vice President

and Chief Operating Officer

      World Monitor Trust II – Series E
      By:  

Preferred Investment Solutions Corp.,

its managing owner

     

/s/ Esther E. Goodman

      Name:   Esther E. Goodman
      Title:  

Senior Executive Vice President

and Chief Operating Officer

      World Monitor Trust II – Series F
      By:  

Preferred Investment Solutions Corp.,

its managing owner

     

/s/ Esther E. Goodman

      Name:   Esther E. Goodman
      Title:  

Senior Executive Vice President

and Chief Operating Officer


EXHIBIT A: ASSUMPTIONS

Client Activity:

 

  1. The Client’s Series D and Series F unit classes invest in WMT Campbell Pool, L.L.C. These unit classes do not hold and do not expect to hold any other kind of Investment Interest. This investment is held directly.

 

  2. The Client’s Series E unit class trades in futures and forward contracts through one commodity trading account. The recent average daily volume and the number of positions held is approximately 40 and 80, respectively.

 

  3. A complete balance sheet and income statement are to be maintained for each series.

Reporting:

 

  1. The Company will include performance of the Client by unit class in a daily report to be prepared by the Company that will summarize performance across all Preferred managed funds that are administered by the Company.

 

  2. The Company will prepare estimated performance reports daily and will target an issuance date that is 1 business day after the trading day.

 

  3. The Company will prepare final net asset value calculations weekly for the Client supported by a trial balance and cash and position reconciliations and will target an issuance date that is 1 business day after the last trading day of the week. The Company will also prepare final net asset value calculations as of December 31 each year regardless if this date is a Friday.

 

  4. The Company will calculate and record the unit net asset value based on the number of shares from fund level registrar and transfer agent (“RTA”) records provided by Preferred, the registered RTA.

 

  5. Preferred will prepare the Client’s annual financial statements subject to audit based on the books and records maintained by the Company.

 

  6. The Company will prepare reports required to determine the nature of the gains and losses for U.S. tax reporting purposes, including those required as a result of the Client’s mixed straddle election, on a daily basis.

Implementation:

 

  1. None of the Client’s transactions prior to the Commencement Date will be entered into the Company System used to keep the books and records of the Client.

 

  2. The Client’s general ledger accounts balances as of the day before the Commencement Date, including year-to-date income statement account balances, will be recorded in the Company System with an effective date which is the day before the Commencement Date.


EXHIBIT B: SERVICE FEES AND PAYMENT

Implementation Fee:

None

Administrative Services Fee:

Series D:

0.17% per annum of net assets in managed accounts in the name of Series D

No charge for net assets invested by Series D in any aggregate trading vehicle for which the Company is paid an administrative services fee

Series E:

0.17% per annum of net assets in managed accounts in the name of Series E

No charge for net assets invested by Series E in any aggregate trading vehicle for which the Company is paid an administrative services fee

Series F:

0.17% per annum of net assets in managed accounts in the name of Series F

No charge for net assets invested by Series F in any aggregate trading vehicle for which the Company is paid an administrative services fee


SCHEDULE I: IMPLEMENTATION PLAN

 

   

Company to develop a thorough understanding of Client

 

   

Company and Preferred to establish format of all Client reports

 

   

Company to build databases for Client books and records on Company System

 

   

Company and Preferred to build general ledger chart of accounts and Company to establish it in Company System

 

   

Company and Preferred to build and document process to gather information required to perform Administrative Services

 

   

Company and Preferred to build and document process to record all transactions in Company System

 

   

Company to record Client’s opening portfolio and general ledger balances as of 1 day before the Commencement Date in Company System

 

   

Company to establish read-only access for Preferred to certain Company System reports


(FULL DAILY)

SCHEDULE II

ADMINISTRATIVE SERVICES

The Company shall, in its capacity as administrator of the Client, perform the following services:

 

  a) Maintain database of all of Client’s transactions, open positions, portfolio and account/fund information (the “Portfolio Transaction and Position Maintenance”). The Company will prepare and disseminate upon request to the Client, a summary reflecting all purchases and sales during the preceding month, as well as a summary of all securities held by Client at the end of the relevant month

 

  b) Prepare and maintain portfolio valuation reports and records based upon daily activity reflecting cost and market valuations, realized gains and losses, and unrealized gains and losses on open positions. For purposes of reporting, the Company shall obtain portfolio pricing daily and maintain a historical pricing database.

 

  c) On a daily basis coordinate the receipt of account statements (cash, securities, futures and other financial instruments) from all custodians (such as brokers, banks, other clearing firms /organizations) and administrators, and reconcile portfolio positions and cash balances in all such accounts. The Company shall research discrepancies, notify the Client of the discrepancy and assist in the resolution of the discrepancy.

 

  d) With respect to Over-the-Counter (“OTC”) Derivatives Services, defined as any trade subject to an ISDA Master Agreement, including all Bank Debt products, the Company will perform and provide the following:

 

  (i) ISDA confirmation processing (incl. T+1 verbal confirming). The Company will verbally confirm trades on a T+1 basis, plus track all of the outstanding OTC documentation and verify all economic terms of the transaction. Confirmations will be passed to the Client for final review and signature for execution of document. The Company will store executed document.

 

  (ii) Counterparty position reconciliations, providing lead role of break resolution.

 

  (iii) The Company will reconcile all open positions with trading counterparties and escalate any differences to the Client. The Company will assume leading role of break resolution with assistance where required by the Client.

 

  (iv) Settlements, confirming all OTC trade settlements with counterparties.

 

  (v) The Company will confirm all settlements for open OTC positions against counterparties, agree amounts to be paid or received. The Company will assume leading role of break resolution with assistance where required by the Client.

 

  (vi) Collateral management, recording margin movements and reconciling cash balances, verifying interest to be paid/received at month-end.

 

  (vii) The Company will track daily the movement of collateral as instructed by the Client and reconcile all balances at month-end with each counterparty and agree interest to be paid or received on a month-end basis

 

  (viii) Valuation pricing support and verification. The Company is not acting as the valuation agent, but will perform reconciliations between the provided third party valuations and obtained counterparty valuations and provide pricing support where applicable. Where a difference occurs in valuation, the Company will investigate if the pricing difference falls outside of agreed basis point tolerance.

 

  e) Prepare and provide to the Client a daily estimate of the profit or losses for each trading portfolio for the current trading day priced in accordance with Client’s valuation policy.

 

  f) Provide final net asset value calculations for Client supported by a trial balance and cash and position reconciliations.

 

  g) Publish, electronically, final month end investor statements, including any other material directed by the Client (such as a letter to investors), to the web portal or to the Client’s investors via email as determined by the Client.

 

  h) Prepare monthly financial statements, including:

 

  (i) Statement of Financial Condition;


  (ii) Statement of Operations;

 

  (iii) Statement of Changes in Partners’ Capital or Shareholders’ Equity; and

 

  (iv) Schedule of Investments

 

  i) The Company shall provide Client and accounting professionals the following reports which shall be prepared in accordance with the Client’s valuation policy to support annual financial audits:

 

  (i) Full trial balance for the year;

 

  (ii) Statement of realized / unrealized gain/loss for the year;

 

  (iii) Investor level book allocations; and

 

  (iv) Expense accruals and payments.

Should the Company’s support for the annual financial audit exceed 50 hours, the Company shall have the right to bill for those hours exceeding the initial 50 hours of audit support work. The Company shall notify the client prior to billing that the client’s audit support work has exceeded 50 hours.


SCHEDULE III

ADDITIONAL SERVICES

At the Client’s request, the Company shall, in its capacity as administrator of the Client, perform the following additional services (indicated by marking the corresponding box):

 

¨   

Income tax Support ($XX,XXX per US Limited Partnership per annum)

 

•     Determine Schedule M-1 timing adjustments as required for US income tax reporting.

 

•     Prepare tax basis income and capital allocation reports by investor.

¨    Preparation of year-end financial statements with full disclosures in compliance with Generally Accepted Accounting Principles ($X,XXX per legal entity per annum)
¨    Perform processing parallel with the Client or another administrator engaged by the Client ($X,XXX per traditional master feeder fund structure or stand-alone legal entity per month)
¨    Account for the Client’s investor side pocket agreements within the process of completing investor allocations ($X,XXX per side pocket agreement)
¨    Prepare and distribute all confirmations with respect to the Client’s audits ($X,XXX per traditional master feeder fund structure or stand-alone legal entity per annum)
¨    Manually distribute monthly hard-copies of investor statements (X,XXX per traditional master feeder fund structure or stand-alone legal entity per month)
¨    Manually distribute audited financial statements, investor statements and U.S. tax schedules K-1 to the Client’s investors ($X,XXX per traditional master feeder fund structure or stand-alone legal entity per annum)
¨    Facilitate wire transfers with respect to capital activities and serve as authorized signatory on designated accounts ($X,XXX per traditional master feeder fund structure of stand-alone entity per annum)
¨   

Monitor the aggregate percentage of interests in Client designated by the Client in writing to the Company to be held by employee plans or by entities (such as a fund-of-funds) whose assets constitute “plan assets” of any employee plan under the U.S. Department of Labor’s “plan asset” regulations at 29 C.F.R. 2510.3-101, and notify the Client prior to accepting any subscription or paying any redemption request if such action would cause that percentage to equal or exceed 25%.

 

Compliance services through Company’s affiliate, Spectrum Global Solutions, LLC

EX-31.1 4 dex311.htm CERTIFICATION PURSUANT TO EXCHANGE ACT RULES 13A-14 AND 15D-14 Certification Pursuant to Exchange Act Rules 13a-14 and 15d-14

Exhibit 31.1

CERTIFICATION

I, Kenneth A. Shewer, do hereby certify that:

 

  1. I have reviewed this Report on Form 10-K of World Monitor Trust II – Series F (“Registrant”);

 

  2. Based on my knowledge, this Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Report;
 
  3. Based on my knowledge, the financial statements, and other financial information included in this Report, fairly present in all material respects the financial condition, results of operations and cash flows of Registrant as of, and for, the periods presented in this Report;
 
  4. Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as such term is defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for Registrant and we have:

 

  a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Report is being prepared;

 

  b) Evaluated the effectiveness of Registrant’s disclosure controls and procedures and presented in this Report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this Report based on such evaluation; and

 

  c) Disclosed in this Report any change in Registrant’s internal control over financial reporting that occurred during Registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, Registrant’s internal control over financial reporting; and

 

  5. Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to Registrant’s auditors and the audit committee of Registrant’s board of directors (or persons performing the equivalent functions):

 

  a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect Registrant’s ability to record, process, summarize and report financial information; and

 

  b) Any fraud, whether or not material, that involves management or other employees who have a significant role in Registrant’s internal control over financial reporting.

 

Date: March 20, 2008   By:  

/s/ Kenneth A. Shewer

    Kenneth A. Shewer
    (Principal Executive Officer)
EX-31.2 5 dex312.htm CERTIFICATION PURSUANT TO EXCHANGE ACT RULES 13A-14 AND 15D-14 Certification Pursuant to Exchange Act Rules 13a-14 and 15d-14

Exhibit 31.2

CERTIFICATION

I, David K. Spohr, do hereby certify that:

 

  1. I have reviewed this Report on Form 10-K of World Monitor Trust II – Series F (“Registrant”);

 

  2. Based on my knowledge, this Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Report;

 

  3. Based on my knowledge, the financial statements, and other financial information included in this Report, fairly present in all material respects the financial condition, results of operations and cash flows of Registrant as of, and for, the periods presented in this Report;

 

  4. Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as such term is defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for Registrant and we have:

 

  a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Report is being prepared;

 

  b) Evaluated the effectiveness of Registrant’s disclosure controls and procedures and presented in this Report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this Report based on such evaluation; and

 

  c) Disclosed in this Report any change in Registrant’s internal control over financial reporting that occurred during Registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, Registrant’s internal control over financial reporting; and

 

  5. Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to Registrant’s auditors and the audit committee of Registrant’s board of directors (or persons performing the equivalent functions):

 

  a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect Registrant’s ability to record, process, summarize and report financial information; and

 

  b) Any fraud, whether or not material, that involves management or other employees who have a significant role in Registrant’s internal control over financial reporting.

 

Date: March 20, 2008   By:  

/s/ David K. Spohr

    David K. Spohr
    (Principal Financial/Accounting Officer)
EX-32.1 6 dex321.htm CERTIFICATION PURSUANT TO SECTION 906 Certification Pursuant to Section 906

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

The undersigned, Kenneth A. Shewer, hereby certifies pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

 

  (1) The Annual Report on Form 10-K of World Monitor Trust II – Series F for the period October 1, 2007 to December 31, 2007, as filed with the Securities and Exchange Commission on the date hereof (the “Annual Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

  (2) The information contained in the Annual Report fairly presents, in all material respects, the financial condition and results of operations of Registrant.

 

/s/ Kenneth A. Shewer

Kenneth A. Shewer
Co-Chief Executive Officer
(Principal Executive Officer)

Date: March 20, 2008

EX-32.2 7 dex322.htm CERTIFICATION PURSUANT TO SECTION 906 Certification Pursuant to Section 906

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

The undersigned, David K. Spohr, hereby certifies pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

 

  (1) The Annual Report on Form 10-K of World Monitor Trust II – Series F for the period October 1, 2007 to December 31, 2007, as filed with the Securities and Exchange Commission on the date hereof (the “Annual Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

  (2) The information contained in the Annual Report fairly presents, in all material respects, the financial condition and results of operations of Registrant.

 

/s/ David K. Spohr

David K. Spohr
Senior Vice President and
Director of Fund Administration
(Principal Financial/Accounting Officer)

Date: March 20, 2008

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