10-Q 1 d398939d10q.htm FORM 10-Q Form 10-Q
Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 10-Q

 

 

(Mark One)

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

For the quarter ended: September 30, 2012

or

 

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

For the transition period from             to            

Commission File Number: 000-51651

 

 

WORLD MONITOR TRUST III – SERIES J

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   20-2446281

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

900 King Street,

Suite 100, Rye Brook, New York

  10573
(Address of principal executive offices)   (Zip Code)

(914) 307-7000

(Registrant’s telephone number, including area code)

N/A

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

 

 

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  ¨

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

 

Large accelerated filer   ¨    Accelerated filer   ¨

Non-accelerated filer

  x    Smaller Reporting Company   ¨

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

 

 

 


Table of Contents

WORLD MONITOR TRUST III – SERIES J

INDEX TO QUARTERLY REPORT ON FORM 10-Q

SEPTEMBER 30, 2012

 

          Page  

PART I – FINANCIAL INFORMATION

     3   

Item 1.

  

Condensed Financial Statements

     3   
  

World Monitor Trust III – Series J

     4   
  

Condensed Statements of Financial Condition as of September 30, 2012 (Unaudited) and December 31, 2011

     5   
  

Condensed Schedules of Investments as of September 30, 2012 (Unaudited) and December 31, 2011

     6   
  

Condensed Statements of Operations (Unaudited) for the Three Months and Nine Months Ended September 30, 2012 and 2011

     7   
  

Condensed Statements of Changes in Unitholders’ Capital (Unaudited) for the Nine Months Ended September 30, 2012 and 2011

     8   
  

Notes to Condensed Financial Statements (Unaudited)

     9-29   

Item 2.

  

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

     30   

Item 3.

  

Quantitative and Qualitative Disclosures About Market Risk

     43   

Item 4.

  

Controls and Procedures

     46   

PART II – OTHER INFORMATION

     47   

Item 1.

  

Legal Proceedings

     47   

Item 1.A.

  

Risk Factors

     47   

Item 2.

  

Unregistered Sales of Equity Securities and Use of Proceeds

     47   

Item 3.

  

Defaults Upon Senior Securities

     48   

Item 5.

  

Other Information

     48   

Item 6.

  

Exhibits

     48   

 

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PART I – FINANCIAL INFORMATION

 

Item 1. Condensed Financial Statements

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK;

FINANCIAL STATEMENTS TO FOLLOW]

 

3


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WORLD MONITOR TRUST III – SERIES J

CONDENSED FINANCIAL STATEMENTS

September 30, 2012 (Unaudited)

 

4


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WORLD MONITOR TRUST III – SERIES J

CONDENSED STATEMENTS OF FINANCIAL CONDITION

September 30, 2012 (Unaudited) and December 31, 2011

 

 

      September 30,
2012
     December 31,
2011
 

ASSETS

     

Cash and cash equivalents (see Note 2)

   $ 19,752,044       $ 69,314,843   

Dividend receivable

     0         50,972   

Due from Affiliated Investment Funds

     0         7,020,672   

Investment in Affiliated Investment Funds, at fair value (cost $21,143,635 and $8,401,176 at September 30, 2012 and December 31, 2011, respectively)

     21,004,565         8,207,427   

Investment in securities, at fair value (cost $75,524,644 and $62,015,348 at September 30, 2012 and December 31, 2011, respectively)

     76,087,999         62,015,348   
  

 

 

    

 

 

 

Total assets

   $ 116,844,608       $ 146,609,262   
  

 

 

    

 

 

 

LIABILITIES

     

Accrued expenses payable

   $ 179,670       $ 148,364   

Interest payable to Managing Owner

     50,409         0   

Trading advisors’ incentive fees payable

     0         180,647   

Trading advisors’ management fees payable

     0         35,884   

Offering costs payable

     30,130         25,016   

Service fees payable (see Note 5)

     174,321         201,379   

Redemptions payable

     2,886,254         795,582   

Subscriptions received in advance

     0         679,000   
  

 

 

    

 

 

 

Total liabilities

     3,320,784         2,065,872   
  

 

 

    

 

 

 

UNITHOLDERS’ CAPITAL (Net Asset Value)

     

Class I Units:

     

Unitholders’ Units – 905,005.800 and 1,074,594.786 Units outstanding at September 30, 2012 and December 31, 2011, respectively

     100,642,041         126,022,812   

Managing Owner’s Units - none and none Units outstanding at September 30, 2012 and December 31, 2011, respectively

     0         0   

Class II Units:

     

Unitholders’ Units – 104,695.368 and 145,147.530 Units outstanding at September 30, 2012 and December 31, 2011, respectively

     12,881,783         18,520,578   

Managing Owner’s Units - none and none Units outstanding at September 30, 2012 and December 31, 2011, respectively

     0         0   
  

 

 

    

 

 

 

Total unitholders’ capital (Net Asset Value)

     113,523,824         144,543,390   
  

 

 

    

 

 

 

Total liabilities and unitholders’ capital

   $ 116,844,608       $ 146,609,262   
  

 

 

    

 

 

 

NET ASSET VALUE PER UNIT

     

Class I

   $ 111.58       $ 117.27   
  

 

 

    

 

 

 

Class II

   $ 123.04       $ 127.60   
  

 

 

    

 

 

 

See accompanying notes.

 

5


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WORLD MONITOR TRUST III – SERIES J

CONDENSED SCHEDULES OF INVESTMENTS

September 30, 2012 (Unaudited) and December 31, 2011

 

 

     September 30, 2012      December 31, 2011  
     Net Unrealized
Gain/
(Loss) as a
% of  Members’
Capital
    Net Unrealized
Gain/(Loss)
     Net Unrealized
Gain/
(Loss) as a
% of  Members’
Capital
    Net Unrealized
Gain/(Loss)
 

Forward Contracts

         

Forward currency contracts purchased:

         

Net unrealized gain on forward currency contracts purchased

     0.00   $ 0         0.45     648,171   
  

 

 

   

 

 

    

 

 

   

 

 

 

Forward currency contracts sold:

         

Net unrealized (loss) on forward currency contracts sold

     0.00   $ 0         (0.45 )%      (648,171
  

 

 

   

 

 

    

 

 

   

 

 

 

Net unrealized gain/(loss) on forward currency contracts

     0.00   $ 0         0.00     0   
  

 

 

   

 

 

    

 

 

   

 

 

 
     Fair Value
as a % of
Unitholders’

Capital
    Fair
Value
     Fair Value
as a % of
Unitholders’

Capital
    Fair
Value
 

Investment in Securities:

         

Publicly-traded mutual funds

         

JP Morgan Short Duration Bond

(shares 2,300,966.650 and 2,831,751.050

at September 30, 2012 and December 31, 2011,

respectively)

     22.34   $ 25,356,653         21.45   $ 31,007,674   
  

 

 

   

 

 

    

 

 

   

 

 

 

Fidelity Instl Shrt-Interm Govt (shares 2,494,139.120

and none at September 30, 2012 and December 31, 2011, respectively)

     22.34   $ 25,365,395         0.00   $ 0   
  

 

 

   

 

 

    

 

 

   

 

 

 

T. Rowe Price Short-Term Fund (shares 5,219,331.540

and 6,446,501.870 at September 30, 2012

and December 31, 2011, respectively)

     22.34   $ 25,365,951         21.45   $ 31,007,674   
  

 

 

   

 

 

    

 

 

   

 

 

 

Total investment in Securities (cost $75,524,644

and $62,015,348 at September 30, 2012

and December 31, 2011, respectively)

     67.02   $ 76,087,999         42.90   $ 62,015,348   
  

 

 

   

 

 

    

 

 

   

 

 

 

Investment in Affiliated Investment Funds:

         

Total investment in Affiliated Investment Funds

(cost $21,143,635 and $8,401,176 at

September 30, 2012 and December 31, 2011,

respectively)

     18.50   $ 21,004,565         5.68   $ 8,207,427   
  

 

 

   

 

 

    

 

 

   

 

 

 

See accompanying notes.

 

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Table of Contents

WORLD MONITOR TRUST III – SERIES J

CONDENSED STATEMENTS OF OPERATIONS

For the Three Months and Nine Months Ended September 30, 2012 and 2011

(Unaudited)

 

 

     Three months ended September 30,     Nine months ended September 30,  
     2012     2011     2012     2011  

REVENUE

        

Realized

   $ 42,466      $ (1,072,328   $ 91,195      $ 4,604,303   

Change in unrealized

     265,684        1,367,489        563,355        (3,351,807

Dividend income

     252,092        230,009        852,599        1,418,433   

Interest income

     1,204        4,387        8,889        9,470   
  

 

 

   

 

 

   

 

 

   

 

 

 

Net gain from trading investments

     561,446        529,557        1,516,038        2,680,399   
  

 

 

   

 

 

   

 

 

   

 

 

 

Net realized (loss) on investments in Affiliated Investment Funds

     (3,858,155     0        (3,788,602     0   

Net change in unrealized appreciation / depreciation on investments in Affiliated Investment Funds

     5,906,431        2,106,877        54,679        (1,285,300
  

 

 

   

 

 

   

 

 

   

 

 

 

Net gain (loss) from investments in Affiliated Investment Funds

     2,048,276        2,106,877        (3,733,923     (1,285,300
  

 

 

   

 

 

   

 

 

   

 

 

 

Total gain (loss) on investments

     2,609,722        2,636,434        (2,217,885     1,395,099   
  

 

 

   

 

 

   

 

 

   

 

 

 

EXPENSES

        

Interest expenses

     0        97        1,440        97   

Brokerage commissions

     0        102,281        0        354,166   

Management fees to Managing Owner

     146,833        189,882        477,864        574,657   

ClariTy Managed Account fees (see Note 4)

     0        94,604        0        287,328   

Managing Owner interest earned on investment funds (see Note 4)

     280,094        62,760        578,933        382,673   

Trading Advisors’ management fees

     0        334,190        0        1,152,631   

Trading Advisors’ incentive fees

     0        68,928        0        915,027   

Services fees - Class I Units (see Note 5)

     487,425        646,408        1,532,354        2,004,634   

Sales commission

     297,258        379,763        977,681        1,149,313   

Offering costs

     66,356        82,886        207,224        252,843   

Operating expenses

     156,318        205,217        472,660        590,421   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total expenses (1)

     1,434,284        2,167,016        4,248,156        7,663,790   
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income (loss)

   $ 1,175,438      $ 469,418      $ (6,466,041   $ (6,268,691
  

 

 

   

 

 

   

 

 

   

 

 

 

NET INCOME (LOSS) PER WEIGHTED AVERAGE UNITHOLDER AND MANAGING OWNER UNIT

        

Net income (loss) per weighted average unitholder and Managing Owner Unit

        

Class I

   $ 1.05      $ 0.31      $ (5.93   $ (5.46
  

 

 

   

 

 

   

 

 

   

 

 

 

Class II

   $ 1.85      $ 0.95      $ (4.76   $ (3.61
  

 

 

   

 

 

   

 

 

   

 

 

 

Weighted average number of units outstanding - Class I

     931,277.000        1,076,821.000        993,027.000        1,058,124.000   
  

 

 

   

 

 

   

 

 

   

 

 

 

Weighted average number of units outstanding - Class II

     106,475.000        144,146.000        121,932.000        136,702.000   
  

 

 

   

 

 

   

 

 

   

 

 

 

 

(1)

Brokerage commissions, ClariTy Managed Account fees, Trading Advisors’ management and incentive fees, and administrator fees which were paid directly and are a part of operating expenses during 2011, are now paid indirectly and are included in net gain (loss) from investments in Affiliated Investment Funds, starting January 1, 2012.

See accompanying notes.

 

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WORLD MONITOR TRUST III – SERIES J

CONDENSED STATEMENTS OF CHANGES IN UNITHOLDERS’ CAPITAL

For the Nine Months Ended September 30, 2012 and 2011

(Unaudited)

 

 

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

Nine months ended September 30, 2012

                   

Unitholders’ capital at December 31, 2011

    1,074,594.786      $ 126,022,812        0.000      $         0        145,147.530      $ 18,520,578        0.000      $ 0        1,219,742.316      $ 144,543,390   

Additions

    15,976.621        1,864,200        0.000        0        2,524.264        314,000        0.000        0        18,500.885        2,178,200   

Redemptions

    (184,111.033     (20,860,298     0.000        0        (47,022.332     (5,871,427     0.000        0        (231,133.365     (26,731,725

Transfers

    (4,454.574     (499,226     0.000        0        4,045.906        499,226        0.000        0        (408.668     0   

Net loss

      (5,885,447       0          (580,594       0          (6,466,041
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Unitholders’ capital at September 30, 2012

    902,005.800      $ 100,642,041        0.000      $ 0        104,695.368      $ 12,881,783        0.000      $ 0        1,006,701.168      $ 113,523,824   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Nine months ended September 30, 2011

                   

Unitholders’ capital at December 31, 2010

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

Additions

    142,710.559        17,860,228        0.000        0        33,133.431        4,456,556        0.000        0        175,843.990        22,316,784   

Redemptions

    (92,026.528     (11,433,882     0.000        0        (12,490.697     (1,698,469     (1,993.033     (269,455     (106,510.258     (13,401,806

Net loss

      (5,775,370       0          (489,234       (4,087       (6,268,691
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Unitholders’ capital at September 30, 2011

    1,084,153.154      $ 132,906,492        0.000      $ 0        145,951.161      $ 19,379,721        369.827      $ 49,107        1,230,474.142      $ 152,335,320   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

See accompanying notes.

 

8


Table of Contents

WORLD MONITOR TRUST III – SERIES J

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

 

 

Note 1. ORGANIZATION

 

  A. General Description of the Trust

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

Effective July 1, 2012, Kenmar Preferred Investments Corp. changed its name and form of entity to Kenmar Preferred Investments, L.P. (“Kenmar Preferred” or the “Managing Owner”). Kenmar Preferred or Managing Owner refers to either Kenmar Preferred Investments Corp. or Kenmar Preferred Investments, L.P., depending on the applicable period discussed. As the Managing Owner of the Trust and of each Series, Kenmar Preferred conducts and manages the business of the Trust and each Series.

Series J allocated its net assets amongst the following Trading Advisor’s managed accounts (each a “Managed Account” and collectively, the “Managed Accounts”), with such allocations being re-balanced quarterly.

 

Managed Account

  

Trading Program

  

Start Date

  

Termination Date

Eagle Trading Systems Inc. (Eagle)

   Momentum Program    01/01/08    04/30/11

Ortus Capital Management Limited (Ortus)

   Major Currency Program    01/01/08    12/31/11

Graham Capital Management, L.P. (Graham)

   K4D-15V Program    01/01/08    12/31/10

GLC Ltd. (GLC)

   Behavioral Trend and Directional Programs    07/01/09    03/31/10

Krom River Investment Management (Cayman) Limited (Krom)

   Commodity Diversified Program    07/01/09    09/30/11

Crabel Capital Management, LLC (Crabel)

   Two Plus Program    07/01/09    08/31/11

Tudor Investment Corporation (Tudor)

   Tudor Quantitative Commodities Strategy    04/01/10    10/31/11

Paskewitz Asset Management, LLC (Paskewitz)

   Contrarian Stock Index Program    04/01/10    12/31/11

 

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Table of Contents

WORLD MONITOR TRUST III – SERIES J

NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)

(Unaudited)

 

 

Note 1. ORGANIZATION (CONTINUED)

 

  A. General Description of the Trust (Continued)

Eagle, together with Ortus, Graham, GLC, Krom, Crabel, Tudor and Paskewitz, are each referred to herein as a “Trading Advisor” and collectively referred to herein as the “Trading Advisors.

Effective January 1, 2011, Series J began transitioning its investments in direct Managed Accounts to accessing the Trading Advisors indirectly through segregated series of CTA Choice Fund LLC (“CTA Choice”), a Delaware limited liability company organized in series.

 

Affiliated Investment Fund

  

Trading Advisor

  

Trading Program

  

Start Date

  

Termination Date

CTA Choice GRM (GRM)*

   Graham    K4D-15V Program    01/1/11    12/31/11

CTA Choice EAGL (EAGL)*

   Eagle    Eagle Momentum Program    05/1/11   

CTA Choice CRABL-PV (CRABL-PV)*

   Crabel    Two Plus Program    09/1/11   

CTA Choice KRM (KRM)*

   Krom    Commodity Diversified Program    10/1/11   

CTA Choice TDRM (TDRM)*

   Tudor    Tudor Quantitative Commodities Strategy    11/1/11    12/31/11

CTA Choice EGLG (EGLG)**

   Eagle    Eagle Global Program    01/1/12   

CTA Choice ORT (ORT)*

   Ortus    Major Currency Program    01/1/12   

CTA Choice SAXN (SAXN)

   Saxon Investment Corporation    Saxon Aggressive Diversified Program    01/1/12   

CTA Choice BLKW (BLKW)

   Blackwater Capital Management, LLC    Blackwater Global Program    01/1/12   

CTA Choice BEAM (BEAM)

   BEAM Bayesian Efficient Asset Management, LLC    BEAM Multi-Strategy Program    01/1/12   

 

* Any loss carry forward from Series J’s Managed Account was transferred over to Series J’s member interest in the corresponding Affiliated Investment Fund.
** Effective January 1, 2012, the allocation to EAGL was split with a 50% allocation to EAGL and a 50% allocation EGLG.

GRM, together with EAGL, CRABL-PV, KRM, TDRM, EGLG, ORT, SAXN, BLKW and BEAM are each referred to herein as an “Affiliated Investment Fund” and collectively referred to herein as the “Affiliated Investment Funds.

The Managing Owner may terminate any current Managed Account agreement with a Trading Advisor or select new Trading Advisors including investments in Affiliated Investment Funds, from time-to-time, in its sole discretion, in order to achieve the goals of Series J.

 

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WORLD MONITOR TRUST III – SERIES J

NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)

(Unaudited)

 

 

Note 1. ORGANIZATION (CONTINUED)

 

  A. General Description of the Trust (Continued)

 

Effective July 1, 2012, ClariTy Managed Account & Analytics Platform LLC changed its name and form of entity to ClariTy Managed Account & Analytics Platform, L.P. (“ClariTy”). ClariTy refers to either ClariTy Managed Account & Analytics Platform LLC or ClariTy Managed Account & Analytics Platform, L.P., depending on the applicable period discussed. ClariTy, an affiliate of Kenmar Preferred, serves as the managing member for CTA Choice. CTA Choice consists of multiple segregated series, each established pursuant to a separate Certificate of Designation prepared by CTA Choice’s managing member. Each series maintains separate and distinct records. The assets associated with each series, and the liabilities and obligations incurred with respect to a particular series are enforceable only against the assets of that series.

Effective July 1, 2012, Kenmar Global Investment Management LLC changed its name and form of entity to Kenmar Global Investment Management, L.P. (“Asset Allocator”). Asset Allocator refers to either Kenmar Global Investment Management LLC or Kenmar Global Investment Management, L.P., depending on the applicable period discussed. The Asset Allocator, an affiliate of the Managing Owner, is the Asset Allocator of CTA Choice. Pursuant to the Asset Allocation Agreements between the Managing Owner, the Asset Allocator, and each interestholder, the Asset Allocator determines the trading level of each interestholder’s assets and reallocates among the separate series of CTA Choice as agreed upon with the Trading Advisors. While the Asset Allocator receives no fees for such services from Series J, the Asset Allocator is paid management and incentive fees directly from the interestholders pursuant to each interestholder’s Asset Allocation Agreement.

 

  B. Regulation

As a registrant with the Securities and Exchange Commission (“SEC”), the Trust and each Series are subject to the regulatory requirements under the Securities Act of 1933 and the Securities Exchange Act of 1934.

As a commodity pool, the Trust and each Series are subject to the regulations of the Commodity Futures Trading Commission (“CFTC”), an independent agency of the U.S. government which regulates most aspects of the commodity futures industry; rules of the National Futures Association, an industry self-regulatory organization; and the requirements of the various commodity exchanges where the Trust through the Managed Accounts executes transactions.

 

  C. The Offering

Up to $281,250,000 Series J, Class I and $93,750,000 Series J, Class II Units (the “Units”) are being offered (totaling $375,000,000) (“Subscription Maximum”). Units are being offered to investors who meet certain established suitability standards. Prior to November 30, 2008, investments required a minimum aggregate initial subscription of $5,000 and $2,000 for certain Benefit Plan Investors (including IRAs), although the minimum purchase for any single series was $500.

 

11


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WORLD MONITOR TRUST III – SERIES J

NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)

(Unaudited)

 

 

Note 1. ORGANIZATION (CONTINUED)

 

  C. The Offering (Continued)

 

Effective November 30, 2008, the Board of Directors of the Managing Owner of Series J determined that the Units would no longer be publicly offered and would only be available on a private placement basis to “accredited investors” pursuant to Regulation D under the Securities Act of 1933.

For new subscribers, the minimum initial investment is $25,000 ($10,000 for benefit plan investors (including IRAs)). The minimum additional subscription amount for current investors is $5,000.

Series J completed its initial offering on December 1, 2005 with gross proceeds of $31,024,443. Until the Subscription Maximum for Series J is reached, Series J’s Units will continue to be offered on a monthly basis at the then current net asset value per Unit.

 

  D. Exchanges, Redemptions and Termination

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

In the event that the net asset value of a Series, after adjustments for distributions, contributions and redemptions, declines by 50% or more since the commencement of trading activities or the first day of a fiscal year, the Series will automatically terminate.

Should the Managing Owner make a determination that Series J’s aggregate net assets in relation to its operating expenses make it unreasonable or imprudent to continue the business of Series J, or, in the exercise of its reasonable discretion, if the aggregate net asset value of Series J as of the close of business on any business day declines below $10 million, the Managing Owner may dissolve Series J.

In addition, in the event that the Net Asset Value of the allocated assets, after adjustments for distributions, contributions and redemptions, for an Affiliated Investment Fund declines by 40% or more since the commencement of trading activities or the first day of a fiscal year, that Affiliated Investment Fund will automatically terminate.

 

  E. Foreign Currency Transactions

Series J’s functional currency is the U.S. dollar; however, it transacts business in currencies other than the U.S. dollar. Assets and liabilities denominated in currencies other than the U.S. dollar are translated into U.S. dollars at the rates in effect at the date of the statements of financial condition. Income and expense items denominated in currencies other than the U.S. dollar are translated into U.S. dollars at the rates in effect during the period. Gains and losses resulting from the translation to U.S. dollars are reported in operations currently under the caption realized in the statements of operations.

 

12


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WORLD MONITOR TRUST III – SERIES J

NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)

(Unaudited)

 

 

Note 1. ORGANIZATION (CONTINUED)

 

  F. Investments in Affiliated Investment Funds

The investments in the Affiliated Investment Funds are reported in Series J’s condensed statements of financial condition. Fair value ordinarily is the value determined for the Affiliated Investment Funds in accordance with the fund’s valuation policies and reported at the time of Series J’s valuation by the management of the funds. Generally, the fair value of Series J’s investments in the Affiliated Investment Funds represents the Net Asset Value which is the amount that Series J could reasonably expect to receive from the funds if Series J’s investments were redeemed at the time of the valuation, based on information reasonably available at the time the valuation is made and that Series J believes to be reliable.

 

Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

  A. Basis of Accounting

The condensed statements of financial condition, including the condensed schedules of investments, as of September 30, 2012, the condensed statements of operations for the three months ended September 30, 2012 (“Third Quarter 2012”) and for the nine months ended September 30, 2012 (“Year-To-Date 2012”) and for the three months ended September 30, 2011 (“Third Quarter 2011”) and for the nine months ended September 30, 2011 (“Year-To-Date 2011”), and the condensed statements of changes in unitholders capital for the Year-To-Date 2012 and Year-To-Date 2011, are unaudited.

In the opinion of the Managing Owner, the financial statements contain all adjustments (consisting of only normal recurring adjustments) necessary to state fairly the financial position of Series J as of September 30, 2012 and the results of its operations for the interim period Third Quarter 2012, Third Quarter 2011, Year-To-Date 2012 and Year-To-Date 2011. The operating results for these interim periods may not be indicative of the results expected for a full year.

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

Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted. It is suggested that these financial statements be read in conjunction with the financial statements and notes thereto included in Series J’s annual report on Form 10-K filed with the Securities and Exchange Commission for the year ended December 31, 2011.

 

13


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WORLD MONITOR TRUST III – SERIES J

NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)

(Unaudited)

 

 

Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

  A. Basis of Accounting (Continued)

 

Commodity futures, options and foreign exchange forward contracts are reflected in the accompanying financial statements on a trade date basis. Net unrealized gain or loss on open contracts (the difference between contract trade price and market price) are offset when reflected in the financial statements since the contracts are executed with the same counterparty under a master netting agreement. The market value of futures (exchange-traded) contracts is based upon the closing quotation on the various futures exchanges on which the contract is traded. The values which will be used by Series J for open forward and option positions will be provided by its administrator, who obtains market quotes from independent data vendors and third parties. Any change in net unrealized gain or loss during the current period is reported in the statements of operations. Realized gains and losses on transactions are recognized in the period in which the contracts are closed. Brokerage commissions include other trading fees and are charged to expense when incurred.

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

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

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

Consistent with standard business practices in the normal course of business, Series J has provided general indemnifications to the Managing Owner and others when they act, in good faith, in the best interests of Series J. Series J is unable to develop an estimate of the maximum potential amount of future payments that could potentially result from any hypothetical future claim, but expects the risk of having to make any payments under these general business indemnifications to be remote.

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

 

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WORLD MONITOR TRUST III – SERIES J

NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)

(Unaudited)

 

 

Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

  A. Basis of Accounting (Continued)

 

Series J considers its investments in publicly-traded mutual funds, prices for exchange traded commodity futures and options contracts to be based on quoted prices in active markets for identical assets (Level 1). The values of forwards, swaps and certain options contracts for which market quotations are not readily available are priced by independent third party data vendors or pricing services who derive fair values for those assets from observable inputs (Level 2). In determining the level, Series J considers the length of time until the investment is redeemable, including notice and lock-up periods or any other restriction on the disposition of the investment. Series J also considers the nature of the portfolios of the underlying Affiliated Investment Funds and their ability to liquidate their underlying investments. Series J has the ability to redeem its investments at the reported net asset valuation as of the measurement date (see Note 7) and classified its investments in Affiliated Investment Funds as Level 2 using the fair value hierarchy. The Level 2 investments in Affiliated Investment Funds are valued at the net asset value as reported by the underlying investment funds’ capital balance using the expedient method. The carrying value of the underlying investments in Affiliated Investment Funds is at fair value. There are no Level 3 investments on September 30, 2012 or December 31, 2011, nor any portion of the interim periods.

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

 

September 30, 2012

   Level 1      Level 2      Level 3      Total  

Assets:

           

Investment in Affiliated Investment Funds, at fair value

   $ 0       $ 21,004,565       $ 0       $ 21,004,565   

Investment in securities, at fair value

   $ 76,087,999       $ 0       $ 0       $ 76,087,999   

December 31, 2011

   Level 1      Level 2      Level 3      Total  

Assets:

           

Investment in Affiliated Investment Funds, at fair value

   $ 0       $ 8,207,427       $ 0       $ 8,207,427   

Investment in securities, at fair value

   $ 62,015,348       $ 0       $ 0       $ 62,015,348   

 

  B. Cash and Cash Equivalents

Cash and cash equivalents represents amounts deposited with clearing brokers and a bank, a portion of which is restricted for purposes of meeting margin requirements, which typically ranged from 0% to 35% of the notional amounts of the derivatives traded. A substantial portion of the cash deposited with a bank is deposited in an off-shore sweep account facility daily. Series J receives interest on all cash balances held by the clearing brokers and bank at prevailing rates.

Series J has cash and investments in securities on deposit with financial institutions and in broker trading accounts which may exceed the insured balance limits. In the event of a financial institution’s insolvency, recovery of cash and investments in securities on deposit may be limited to account insurance or other protection afforded such deposits.

 

15


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WORLD MONITOR TRUST III – SERIES J

NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)

(Unaudited)

 

 

Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

  C. Income Taxes

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

Series J recognizes tax benefits or expenses of uncertain tax positions in the year such determination is made when the positions are “more likely than not” to be sustained assuming examination by tax authorities. The Managing Owner has reviewed Series J’s tax positions for all open years and concluded that no provision for unrecognized tax benefits or expense is required in these financial statements. Series J has elected an accounting policy to classify interest and penalties related to unrecognized tax benefits as interest or other expense. The 2009 through 2011 tax years generally remain subject to examination by U.S. federal and most state tax authorities.

 

  D. Profit and Loss Allocations and Distributions

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

 

  E. Offering Costs

In accordance with the Trust’s Agreement and Prospectus, the Managing Owner is responsible for the payment of all offering expenses of Series J incurred after the Initial Offering Period (“ongoing offering costs”), provided that the amount of such ongoing offering costs paid by the Managing Owner are subject to reimbursement by the Trust, without interest, in up to 36 monthly payments during each of the first 36 months following the month in which such expenses were paid by the Managing Owner. Through September 30, 2012, the Managing Owner has paid $2,587,895 in ongoing offering costs, of which $2,530,733 has been allocated to Series J.

Ongoing offering costs incurred through November 30, 2006 in the amount of $599,062 will not be reimbursed to the Managing Owner. For the period December 1, 2006 through September 30, 2012, the Managing Owner incurred and Series J was allocated ongoing offering costs in the amount of $1,951,276 and $1,931,670, respectively. Of the $1,931,670 allocated to Series J, $635,144 will not be reimbursable to the Managing Owner.

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

 

16


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WORLD MONITOR TRUST III – SERIES J

NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)

(Unaudited)

 

 

Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

  E. Offering Costs (Continued)

 

During the Third Quarter 2012, Third Quarter 2011, Year-To-Date 2012 and Year-To-Date 2011, Series J’s allocable portion of ongoing offering costs did not exceed 0.50% per annum of the net asset value of Series J.

 

  F. Interest Income and Dividend Income

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

 

Note 3. RELATED PARTIES

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

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

 

     Three months ended September 30,      Nine months ended June 30,  
     2012      2011      2012      2011  

Management fees to Managing Owner

   $ 146,834       $ 189,882       $ 477,864       $ 574,657   

ClariTy Managed Account fees to affiliate

     0         94,604         0         287,328   

Managing Owner interest on investment funds payable

     280,093         62,760         578,933         382,673   

Operating expenses

     43,085         68,447         173,194         148,686   
  

 

 

    

 

 

    

 

 

    

 

 

 
   $ 470,012       $ 415,693       $ 1,229,991       $ 1,393,344   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

(1) ClariTy Managed Account fees, which were paid directly to the Managing Owner during 2011, are now paid indirectly through its investments in Affiliated Investment Funds, starting January 1, 2012.

Expenses payable to the Managing Owner and its affiliates (which are included in accrued expenses payable on the condensed statements of financial condition) as of September 30, 2012 and December 31, 2011 were $56,564 and $68,447, respectively.

 

Note 4. MANAGING OWNER AND AFFILIATES

Effective October 31, 2011, the Managing Owner and/or its affiliates redeemed 100% of their interest in Series J. Prior to October 31, 2011, the Managing Owner and/or its affiliates had purchased and maintained an interest in Series J in an amount less than 1% of the net asset value of Series J. The Managing Owner is no longer required under the terms of the Trust Agreement to maintain a 1% interest.

 

17


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WORLD MONITOR TRUST III – SERIES J

NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)

(Unaudited)

 

 

Note 4. MANAGING OWNER AND AFFILIATES (CONTINUED)

 

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

From October 1, 2010 to December 31, 2011, Series J paid a monthly managed account fee in the amount of 1/12 of 0.25% of Series J’s beginning net asset value to ClariTy for risk management and related services with respect to monitoring the Trading Advisors. Effective January 1, 2012, Series J pays this fee indirectly through its investments in the Affiliated Investment Funds. For the Third Quarter 2012, Third Quarter 2011, Year-To-Date 2012 and Year-To-Date 2011, the managed account fees earned, either directly or indirectly as discussed in Note 1, totaled $74,542, $94,604, $240,639 and $287,328, respectively.

The Managing Owner has determined that it is in the best interest of Series J to invest a portion of its non-margin assets, either directly or indirectly through certain investment funds, in (i) U.S. government securities (which include any security issued or guaranteed as to principal or interest by the United States), (ii) any certificate of deposit for any of the foregoing, including U.S. treasury bonds, U.S. treasury bills and issues of agencies of the United States government, (iii) corporate bonds or notes, or (iv) other instruments permitted by applicable rule and regulations. Effective January 1, 2011, the Managing Owner is paid monthly 1/12 of 50% of the first 1% of the positive returns earned on Series J’s investment of non-margin assets. The calculation is based on the average annualized net asset value, and any losses related to returns on the non-margin assets must first be recovered through subsequent positive returns prior to the Managing Owner receiving a payment.

After the calculation of the amount payable to the Managing Owner, Series J will be credited with all additional positive returns (or 100% of any losses) on Series J’s investment of non-margin assets. If at the end of any calendar year a loss has been incurred on the returns for the non-margin assets, then the loss carry forward will reset to zero for the next calendar year with regards to the calculation of the Managing Owner’s portion of the non-margin asset’s income. For the Third Quarter 2012, Third Quarter 2011, Year-To-Date 2012 and Year-To Date 2011, the Managing Owner’s portion of interest earned on the non-margin assets amounted to $280,094, $62,760, $578,933 and $382,673, respectively.

 

Note 5. SERVICE FEES AND SALES COMMISSIONS

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

Commencing with the 13th month after the purchase of a Class I Unit, the CSAs received an ongoing monthly commission equal to 1/12th of 2% (2% per annum) of the net asset value per Class I Unit as of the beginning of each month of the Class I Units sold by them.

 

18


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WORLD MONITOR TRUST III – SERIES J

NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)

(Unaudited)

 

 

Note 5. SERVICE FEES AND SALES COMMISSIONS (CONTINUED)

 

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

For the Third Quarter 2012, Third Quarter 2011, Year-To-Date 2012 and Year-To Date 2011, the Service Fee – Class I Units is composed of the following:

 

     Third Quarter 2012     Year-to-Date 2012  

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

   $ 527,702      $ 1,721,577   

Initial up-front 2% sales commissions

     0        23,704   

Series J’s recapture on 1/12 of 2% service fee on select units and recapture of the service fee on units held with no CSA

     (40,278     (212,927
  

 

 

   

 

 

 

Total

   $ 487,424      $ 1,532,354   
  

 

 

   

 

 

 
     Third Quarter 2011     Year-to-Date 2011  

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

   $ 663,457      $ 2,016,634   

Initial up-front 2% sales commissions

     112,088        369,604   

Series J’s recapture on 1/12 of 2% service fee on select units and recapture of the service fee on units held with no CSA

     (129,137     (381,604
  

 

 

   

 

 

 

Total

   $ 646,408      $ 2,004,634   
  

 

 

   

 

 

 

Series J will also pay the Selling Agent a monthly sales commission equal to 1/12th of 1% (1% annually) of the net asset value of the outstanding units as of the beginning of each month.

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

 

19


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WORLD MONITOR TRUST III – SERIES J

NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)

(Unaudited)

 

 

Note 6. ADMINISTRATOR

Spectrum Global Fund Administration, L.L.C. (“Spectrum” or the “Administrator”), a Delaware limited liability, was the administrator of Series J and provided certain administration and accounting services pursuant to the terms of a Services Agreement with Series J dated as of May 23, 2007. On December 10, 2010, AlphaMetrix360, LLC purchased the assets of Spectrum.

Effective June 1, 2011, Series J replaced AlphaMetrix 360, LLC with GlobeOp Financial Services LLC (“GlobeOp” or the “Administrator”), a Delaware limited liability company. AlphaMetrix 360, LLC’s Service Agreement with Series J was terminated effective close of business on May 31, 2011.

The Administrator performs or supervises the performance of services necessary for the operation and administration of Series J (other than making investment decisions), including administrative and accounting services. The Administrator also calculates Series J’s Net Asset Value. In addition, the Administrator maintains certain books and records of Series J, including certain books and records required by CFTC Rule 4.23(a). “Administrator” refers to Spectrum, AlphaMetrix 360, LLC, or GlobeOp depending on the applicable period discussed.

For the Third Quarter 2012, Third Quarter 2011, Year-To-Date 2012 and Year-To Date 2011, Series J paid administration fees, either directly or indirectly within its investments in Affiliated Investment Funds as discussed in Note 1, of $38,721, $91,808, $127,531 and $260,926, respectively.

 

Note 7. INVESTMENT IN AFFILIATED INVESTMENT FUNDS

Series J’s investments in the Affiliated Investment Funds represents approximately 18.50% of the net asset value of Series J at September 30, 2012. The investments in the Affiliated Investment Funds are reported in Series J’s condensed statements of financial condition at their net asset value (fair value). Series J records its proportionate share of income or loss in the condensed statements of operations. The investments are subject to the terms of the organizational and offering documents of the Affiliated Investment Funds.

The following table summarizes the change in net asset value (fair value) of Series J’s investments in Affiliated Investment Funds for the Year-To-Date 2012 and Year-To-Date 2011.

 

     Net asset value
December 31,
2011
     Purchases      (Loss)     Redemptions     Net asset value
September 30,
2012
 

Investment in Affiliated Investment Funds

   $ 8,207,427       $ 80,671,134       $ (3,733,923   $ (64,140,073   $ 21,004,565   
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

 

 

20


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WORLD MONITOR TRUST III – SERIES J

NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)

(Unaudited)

 

 

Note 7. INVESTMENT IN AFFILIATED INVESTMENT FUNDS (CONTINUED)

 

 

     Net asset value
December 31,
2010
     Purchases      (Loss)     Redemptions     Net asset value
September 30,
2011
 

Investment in Affiliated Investment Funds

   $ 0       $ 30,415,675       $ (1,285,300   $ (16,458,406   $ 12,671,969   
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

 

The Affiliated Investment Funds are redeemable semi-monthly to monthly and require a redemption notice of 1-5 days. Series J may make additional contributions or redemptions from the Affiliated Investment Funds on a standard allocation date. The Affiliated Investment Funds engage in trading of commodity futures, forwards and option contracts. Series J records its proportionate share of income or loss in the condensed statements of operations. Series J’s investment in the Affiliated Investment Funds are notionally funded, and the following table sets out the total capital commitment split between net asset value (amount funded) and the remaining capital commitment. The remaining capital commitment is the amount that can be requested from Series J if requested by the Affiliated Investment Funds to meet margin calls in accordance with the governing documents. However, Series J’s capital commitment to the Affiliated Investment Funds is disclosed below.

 

     Total Capital
Commitment
September 30,
2012
     Net Asset
Value
September 30,
2012
     Remaining Capital
Commitment
September 30,
2012
 

CTA Choice BEAM

   $ 16,862,488       $ 4,665,081       $ 12,197,407   

CTA Choice BLKW

     15,901,890         2,176,800         13,725,090   

CTA Choice CRABL-PV

     15,078,233         3,390,272         11,687,961   

CTA Choice EAGL

     7,981,377         2,113,291         5,868,086   

CTA Choice EGLG

     9,228,330         1,363,165         7,865,165   

CTA Choice KRM

     17,330,004         1,952,837         15,377,167   

CTA Choice ORT

     17,212,585         4,357,382         12,855,203   

CTA Choice SAXN

     17,258,979         985,737         16,273,242   
  

 

 

    

 

 

    

 

 

 

Total

   $ 116,853,886       $ 21,004,565       $ 95,849,321   
  

 

 

    

 

 

    

 

 

 

 

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WORLD MONITOR TRUST III – SERIES J

NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)

(Unaudited)

 

 

Note 7. INVESTMENT IN AFFILIATED INVESTMENT FUNDS (CONTINUED)

 

Series J’s investments in the Affiliated Investment Funds are subject to the market and credit risks of securities held or sold short indirectly within the respective Affiliated Investment Fund (See Note 10). ClariTy has established procedures to monitor market risk and minimize credit risk, although there can be no assurance that it will, in fact, succeed in doing so. The interestholders within CTA Choice bear the risk of loss only to the extent of the market value of their respective investments and, in certain specific circumstances, distributions and redemptions received.

 

Note 8. TRUSTEE

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

 

Note 9. COSTS, FEES AND EXPENSES

 

  A. Operating Expenses

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

 

  B. Management and Incentive Fees

Through December 31, 2011, Series J paid each Trading Advisor a monthly management fee and a quarterly incentive fee (calculated monthly) pursuant to the applicable Managed Account advisory agreement.

 

     Prior to October 1, 2010  

Trading Advisor*

   Management
Fee% (1)
     Incentive
Fee% (2)
 

Ortus

     2.00         20.00   

Eagle

     2.00         25.00   

Graham

     2.50         25.00   

GLC

     2.00         25.00   

Krom

     2.00         25.00   

Paskewitz

     2.00         20.00   

Crabel

     1.00         25.00   

Tudor

     2.00         25.00   

 

(1) 

The Management Fee is paid monthly at a rate equal to 1/12 of the indicated rate above of the net asset value of Series J accordance with the applicable advisory agreement.

(2) 

The Incentive Fee is paid quarterly on the percentage indicated of new net high trading profits of Series J in accordance with the applicable advisory agreement.

 

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WORLD MONITOR TRUST III – SERIES J

NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)

(Unaudited)

 

 

Note 9. COSTS, FEES AND EXPENSES (CONTINUED)

 

  B. Management and Incentive Fees (Continued)

 

Indirectly through its investments in the Affiliated Investment Funds, Series J now pays the following Trading Advisors management fees and incentive fees for achieving “New High Net Trading Profits,” in Series J’s capital accounts within the Affiliated Investment Funds as defined in their respective advisory agreements.

 

Affiliated Investment Fund

   Management
Fee%
     Incentive
Fee%
 

BEAM

     1.00         20.00   

BLKW

     1.00         25.00   

CRABL-PV

     1.00         25.00   

EAGL

     1.50         25.00   

EGLG

     2.00         25.00   

GRM *

     2.00         20.00   

KRM

     1.50         25.00   

ORT

     1.00         25.00   

SAXN

     0.00         25.00   

TDRM*

     2.00         20.00   

 

* Series J fully redeemed from GRM and TDRM as of December 31, 2011.

For the Third Quarter 2012, Third Quarter 2011, Year-To-Date 2012 and Year-To Date 2011, Series J paid management fees, either directly or indirectly within its investments in Affiliated Investment Funds as discussed in Note 1, of $311,755, $549,567, $1,020,929 and $1,636,137, respectively.

For the Third Quarter 2012, Third Quarter 2011, Year-To-Date 2012 and Year-To Date 2011, Series J paid incentive fees, either directly or indirectly within its investments in Affiliated Investment Funds as discussed in Note 1, of $360,993, $68,928, $597,064 and $916,827, respectively.

 

Note 10. DERIVATIVE INSTRUMENTS AND ASSOCIATED RISKS

The fair value of Series J’s derivatives by instrument type, as well as the location of those instruments on the statements of financial condition as of September 30, 2012 and December 31, 2011, are included in the condensed schedules of investments, all of which are deemed derivatives not designated as hedging instruments. No derivative instruments were directly held by Series J as of September 30, 2012. Derivative trading activity is now conducted within the Affiliated Investment Funds.

The following presents the fair value of derivative contracts at September 30, 2012 and December 31, 2011. The fair value of derivative contracts is presented as an asset if in a gain position and a liability if in a loss position. Fair value is presented on a gross basis in the table below even though the derivative contracts qualify for net presentation in the condensed statements of financial condition.

 

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WORLD MONITOR TRUST III – SERIES J

NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)

(Unaudited)

 

 

Note 10. DERIVATIVE INSTRUMENTS AND ASSOCIATED RISKS (CONTINUED)

 

 

     September 30, 2012      December 31, 2011  

Description

   Assets      Liabilities      Net      Assets      Liabilities     Net  

Forward Currency Contracts

   $         0       $         0       $         0       $ 648,171       $ (648,171   $         0   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

   

 

 

 

Total gross fair value of derivatives

   $ 0       $ 0       $ 0       $ 648,171       $ (648,171   $ 0   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

   

 

 

 

The trading revenue of Series J’s derivatives by instrument type, as well as the location of those gains and losses on the condensed statements of operations, for the Third Quarter 2012, Third Quarter 2011, Year-To-Date 2012 and Year-To-Date 2011 is as follows:

 

     Trading Revenue for the     Trading Revenue for the  
     Third Quarter 2012      Third Quarter 2011     Year-To-Date 2012      Year-To-Date 2011  

Type of instrument

          

Commodities contracts

   $         0       $ (783,407   $         0       $ (643,715

Currencies contracts

     0         9,642        0         454,736   

Energy contracts

     0         (459,686     0         (175,217

Interest rate contracts

     0         1,740,029        0         1,362,798   

Metals contracts

     0         1,290,445        0         1,096,870   

Stock indices contracts

     0         (1,183,486     0         (1,798,314

Purchases options on futures contracts

     0         (428,520     0         (237,784

Written options on futures contracts

     0         259.780        0         22,924   

Forward currency contracts

     0         31.632        0         609,250   
  

 

 

    

 

 

   

 

 

    

 

 

 

Total

   $ 0       $ 476,429      $ 0       $ 691,548   
  

 

 

    

 

 

   

 

 

    

 

 

 

Line item in the condensed statements of operations

          

Realized

   $ 0       $ 22,564      $ 0       $ 5,699,195   

Change in unrealized

     0         453,865        0         (5,007,647
  

 

 

    

 

 

   

 

 

    

 

 

 

Total

   $ 0       $ 476,429      $ 0       $ 691,548   
  

 

 

    

 

 

   

 

 

    

 

 

 

 

24


Table of Contents

WORLD MONITOR TRUST III – SERIES J

NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)

(Unaudited)

 

 

Note 10. DERIVATIVE INSTRUMENTS AND ASSOCIATED RISKS (CONTINUED)

 

For the Third Quarter 2011 and Year-To-Date 2011, the total number of closed futures contracts was 20,710 and 80,403, respectively, the total number of closed options on futures contracts was 1,283 and 4,924, respectively, and the average monthly notional value of forward currency contracts closed was $1,525,711,138 and $1,563,820,503, respectively.

The average monthly notional value of contracts closed represents the average monthly U.S. dollar notional value of futures and options on futures contracts closed and settled in cash during the Third Quarter 2011 and Year-To-Date 2011. No derivative instruments were held directly by Series J during the Third Quarter 2012 and Year-To-Date 2012.

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

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

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

Market Risk

Trading in futures and forward contracts (including foreign exchange) involves entering into contractual commitments to purchase or sell a particular commodity at a specified date and price. The gross or face amount of the contracts, which is typically many times that of Series J’s net assets being traded, significantly exceeds Series J’s future cash requirements since Series J intends to close out its open positions prior to settlement. As a result, Series J is generally subject only to the risk of loss arising from the change in the value of the contracts. The market risk associated with Series J’s commitments to purchase commodities is limited to the gross or face amount of the contracts held. However, when Series J enters into a contractual commitment to sell commodities, it must make delivery of the underlying commodity at the contract price and then repurchase the contracts at prevailing market prices or settle in cash. Since the repurchase price to which a commodity can rise is unlimited, entering into commitments to sell commodities exposes Series J to unlimited risk. In addition, as both a buyer and seller of options, Series J 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 Series J to potentially unlimited liability, and purchased options expose Series J to a risk of loss limited to the premiums paid.

 

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WORLD MONITOR TRUST III – SERIES J

NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)

(Unaudited)

 

 

Note 10. DERIVATIVE INSTRUMENTS AND ASSOCIATED RISKS (CONTINUED)

 

Market Risk (Continued)

 

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

Credit Risk

When entering into futures or forward contracts, Series J is exposed to credit risk that the counterparty to the contract will not meet its obligations. The counterparty for futures contracts traded on U.S. and most foreign futures exchanges is the clearinghouse associated with the particular exchange. In general, clearinghouses are backed by their corporate members who are required to share any financial burden resulting from the non-performance by one of their members and, as such, should significantly reduce this credit risk. In cases where the clearinghouse is not backed by the clearing members (i.e., some foreign exchanges), it is normally backed by a consortium of banks or other financial institutions.

The Managing Owner attempts to minimize both credit and market risks by requiring Series J and its Trading Advisors to abide by various trading limitations and policies. The Managing Owner monitors compliance with these trading limitations and policies, which include, but are not limited to, executing and clearing all trades with creditworthy counterparties; limiting the amount of margin or premium required for any one commodity or all commodities combined; and generally limiting transactions to contracts which are traded in sufficient volume to permit the taking and liquidating of positions.

Series J’s futures commission merchants, in accepting orders for the purchase or sale of domestic futures contracts, are required by CFTC regulations to separately account for and segregate as belonging to Series J all assets of Series J relating to domestic futures trading and are not allowed to commingle such assets with its other assets.

At September 30, 2012 and December 31, 2011, such segregated assets totaled $0 and $0, respectively. Part 30.7 of the CFTC regulations also requires Series J’s futures commission merchants to secure assets of Series J related to foreign futures trading, which totaled $0 and $0 at September 30, 2012 and December 31, 2011, respectively. There are no segregation requirements for assets related to forward trading.

As of September 30, 2012, Series J had no open futures or forward currency contracts as Series J has transitioned from investments in direct Managed Accounts to accessing the Trading Advisors through CTA Choice’s managed account platform.

 

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WORLD MONITOR TRUST III – SERIES J

NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)

(Unaudited)

 

 

Note 11. FINANCIAL HIGHLIGHTS

The following information presents per Unit operating performance data and other supplemental financial data for the Third Quarter 2012, Third Quarter 2011, Year-To-Date 2012 and Year-To-Date 2011. This information has been derived from information presented in the financial statements.

 

     Class I     Class II  
     Third
Quarter
    Year-
To-Date
    Third
Quarter
    Year-
To-Date
 
     2012     2012  

Per Unit Performance

        

(for a unit outstanding throughout the entire period)

        

Net asset value per Unit at beginning of period

   $ 110.60      $ 117.27      $ 121.41      $ 127.60   
  

 

 

   

 

 

   

 

 

   

 

 

 

Gain (loss) from operations:

        

Net realized and change in unrealized gain (loss) (1)

     2.17        (2.51     2.36        (2.77

Interest income (1)

     0.00        0.01        0.00        0.01   

Dividend income (1)

     0.24        0.76        0.27        0.84   

Expenses (2)

     (1.43     (3.95     (1.00     (2.64
  

 

 

   

 

 

   

 

 

   

 

 

 

Total gain (loss) from operations

     0.98        (5.69     1.63        (4.56
  

 

 

   

 

 

   

 

 

   

 

 

 

Net assets value per Unit at end of period

   $ 111.58      $ 111.58      $ 123.04      $ 123.04   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total Return

     0.89     (4.85 )%      1.34     (3.57 )% 
  

 

 

   

 

 

   

 

 

   

 

 

 

Supplemental data

        

Ratios to average net asset values:

        

Total loss from operations (3)

     (4.22 )%      (3.72 )%      (2.39 )%      (1.93 )% 
  

 

 

   

 

 

   

 

 

   

 

 

 

Interest income (2)

     0.00     0.01     0.00     0.01
  

 

 

   

 

 

   

 

 

   

 

 

 

Dividend income (2)

     0.86     0.88     0.86     0.89
  

 

 

   

 

 

   

 

 

   

 

 

 

Total expenses (2), (3)

     5.08     4.61     3.25     2.83
  

 

 

   

 

 

   

 

 

   

 

 

 

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

 

(1) 

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

(2) 

Annualized.

(3) 

Trading Advisor management, incentive and various other operating expenses charged indirectly within Series J’s investments in Affiliated Investment Funds are included in Total Return.

 

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WORLD MONITOR TRUST III – SERIES J

NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)

(Unaudited)

 

 

Note 11. FINANCIAL HIGHLIGHTS (CONTINUED)

 

     Class I     Class II  
     Third         Year-To-         Third         Year-To-      
         Quarter         Date         Quarter         Date  
     2011(5)     2011  

Per Unit Performance

        

(for a Unit outstanding throughout the entire period)

        

Net asset value per Unit at beginning of period

   $ 122.28      $ 127.97      $ 131.81      $ 136.55   
  

 

 

   

 

 

   

 

 

   

 

 

 

Gain (loss) from operations:

        

Net realized and change in unrealized gain (1)

     1.95        0.02        2.10        0.04   

Interest income (1)

     0.00        0.01        0.00        0.01   

Dividend income (1)

     0.19        1.18        0.20        1.26   

Expenses (1)

     (1.83     (6.59     (1.33     (5.08
  

 

 

   

 

 

   

 

 

   

 

 

 

Total gain (loss) from operations

     0.31        (5.38     0.97        (3.77
  

 

 

   

 

 

   

 

 

   

 

 

 

Net asset value per Unit at end of period

   $ 122.59      $ 122.59      $ 132.78      $ 132.78   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total Return (4)

        

Total return before incentive fees

     0.30     (3.61 )%      0.78     (2.16 )% 

Incentive fee

     (0.05 )%      (0.59 )%      (0.04 )%      (0.60 )% 
  

 

 

   

 

 

   

 

 

   

 

 

 

Total return after incentive fees

     0.25     (4.20 )%      0.74     (2.76 )% 
  

 

 

   

 

 

   

 

 

   

 

 

 

Supplemental Data

        

Ratios to average net asset value:

        

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

     (5.18 )%      (4.93 )%      (3.24 )%      (2.96 )% 

Incentive fee (4)

     (0.05 )%      (0.61 )%      (0.04 )%      (0.61 )% 
  

 

 

   

 

 

   

 

 

   

 

 

 

Net investment loss after incentive fees

     (5.23 )%      (5.54 )%      (3.28 )%      (3.57 )% 
  

 

 

   

 

 

   

 

 

   

 

 

 

Interest income (3)

     0.01     0.01     0.01     0.01
  

 

 

   

 

 

   

 

 

   

 

 

 

Dividend income (3)

     0.61     1.25     0.60     1.25
  

 

 

   

 

 

   

 

 

   

 

 

 

Incentive fees (4)

     0.05     0.61     0.04     0.61

Other expenses (3)

     5.80     6.19     3.85     4.22
  

 

 

   

 

 

   

 

 

   

 

 

 

Total expenses

     5.85     6.80     3.89     4.83
  

 

 

   

 

 

   

 

 

   

 

 

 

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

 

(1) 

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

(2) 

Represents dividend and interest income less total expenses (exclusive of incentive fees). This excludes the Trust’s proportionate share of income and expenses from investments in affiliated funds.

(3) 

Annualized.

(4) 

Not annualized (This represents incentive fees charged by the Trading Advisors for the 2011 periods presented).

(5) 

Effective January 1, 2011, includes loss from Affiliated Investment Funds.

 

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WORLD MONITOR TRUST III – SERIES J

NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)

(Unaudited)

 

 

Note 12. SUBSEQUENT EVENTS

The following table sets out the total capital commitment split between net asset value (amount funded) and the remaining capital commitments as of October 31, 2012:

 

     Total Capital
Commitment
October 30, 2012
     Net Asset Value
October 30, 2012
     Remaining Capital
Commitment
October 30, 2012
 

Affiliated Investment Funds

   $ 111,809,404       $ 19,286,324      $ 92,523,080   
  

 

 

    

 

 

    

 

 

 

From October 1, 2012 through November 13, 2012, there were estimated redemptions of $4,369,143 effective for October 31, 2012.

 

29


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

This report on Form 10-Q (the “Report”) for the quarter ending September 30, 2012 (“Third Quarter 2012”) includes forward-looking statements that reflect the current expectations of Kenmar Preferred Investments, L.P., the managing owner of World Monitor Trust III – Series J (“Registrant”), about the future results, performance, prospects and opportunities of Registrant. The managing owner has tried to identify these forward-looking statements by using words such as “may,” “will,” “expect,” “anticipate,” “believe,” “intend,” “should,” “estimate” or the negative of those terms or similar expressions. These forward-looking statements are based on information currently available to the managing owner and are subject to a number of risks, uncertainties and other factors, both known, such as those described in this Report, and unknown, that could cause Registrant’s actual results, performance, prospects or opportunities to differ materially from those expressed in, or implied by, these forward-looking statements.

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

Introduction

General

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

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

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

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

Managing Owner and its Affiliates

Effective July 1, 2012, Kenmar Preferred Investments Corp. changed its name and form of entity to Kenmar Preferred Investments, L.P. (“Kenmar Preferred” or the “Managing Owner”). Kenmar Preferred or Managing Owner refers to either Kenmar Preferred Investments Corp. or Kenmar Preferred Investments, L.P., depending on the applicable period discussed. Kenmar Preferred has been the Managing Owner of Registrant since October 1, 2004. The Managing Owner may, but is not required under the terms of the Trust Agreement to maintain an interest in Registrant. Registrant reimburses the Managing Owner for services it performs for Registrant, which include, but are not limited to: management, legal, accounting, registrar, transfer and assignment functions, investor communications, printing, risk management and related services with respect to monitoring the Trading Advisors and the Trust and other administrative services.

Effective July 1, 2012, ClariTy Managed Account & Analytics Platform LLC changed its name and form of entity to ClariTy Managed Account & Analytics Platform, L.P. (“ClariTy”). ClariTy refers to either ClariTy Managed Account & Analytics Platform LLC or ClariTy Managed Account & Analytics Platform, L.P., depending on the applicable period discussed. ClariTy, an affiliate of Kenmar Preferred, serves as the managing member for CTA Choice. CTA Choice consists of multiple segregated series, each established pursuant to a separate Certificate of Designation prepared by CTA Choice’s managing member. Each series maintains separate and distinct records. The assets associated with each series, and the liabilities and obligations incurred with respect to a particular series are enforceable only against the assets of that series. ClariTy charges the Registrant, within each of the Affiliated Investment Funds; a monthly managed account fee of 25 basis points of Registrants beginning of month allocated assets for providing certain administrative services.

 

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Table of Contents

Effective July 1, 2012, Kenmar Global Investment Management LLC changed its name and form of entity to Kenmar Global Investment Management, L.P. (“Asset Allocator”). Asset Allocator refers to either Kenmar Global Investment Management LLC or Kenmar Global Investment Management, L.P., depending on the applicable period discussed. Asset Allocator, an affiliate of the Managing Owner, is the Asset Allocator of CTA Choice. Pursuant to the Asset Allocation Agreements between the Managing Owner, the Asset Allocator, and each interestholder, the Asset Allocator determines the trading level of each interestholder’s assets and reallocates among the separate series of CTA Choice as agreed upon with the trading advisors. While the Asset Allocator receives no fees for such services from the Registrant, the Asset Allocator is paid management and incentive fees directly from the interestholders pursuant to each interestholder’s Asset Allocation Agreement.

The Offering

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

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

Initially, the Units for each Series were offered for a period ending November 30, 2005 (“Initial Offering Period”) at $100 per Interest. The subscription minimum of $30,000,000 for Registrant was reached during the Initial Offering Period permitting all of Series G, H, I and J to commence trading operations. Registrant completed its initial offering on December 1, 2005 with gross proceeds of $31,024,443, which was fully allocated to the trading vehicles. Series H and I Units were fully redeemed as of April 30, 2007 and Series G’s Units as of December 31, 2007. Until the Subscription Maximum for Registrant is reached, Registrant’s Units will continue to be offered on a monthly basis at the then current Net Asset Value per Unit.

The Trading Advisors and the Trading Vehicles

Registrant allocated its net assets amongst the following Trading Advisor’s managed account (each a “Managed Account” and collectively, the “Managed Accounts”), with such allocations being re-balanced quarterly:

 

Managed Account

 

Trading Program

 

Start

Date

   

Termination
Date

 

Eagle Trading Systems Inc. (Eagle)

  Momentum Program     01/01/08        04/30/11   

Ortus Capital Management Limited (Ortus)

  Major Currency Program     01/01/08        12/31/11   

Graham Capital Management, L.P. (Graham)

  K4D-15V Program     01/01/08        12/31/10   

GLC Ltd. (GLC)

  Behavioral Trend and Directional Programs     07/01/09        3/31/10   

Krom River Investment Management (Cayman) Limited (“Krom”)

  Commodity Diversified Program     07/01/09        09/30/11   

Crabel Capital Management, LLC (“Crabel”)

  Two Plus Program     07/01/09        08/31/11   

Tudor Investment Corporation (“Tudor”)

  Tudor Quantitative Commodities Strategy     04/01/10        10/31/11   

Paskewitz Asset Management, LLC (“Paskewitz”)

  Contrarian Stock Index Program     04/01/10        12/31/11   

 

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Eagle, together with Ortus, Graham, GLC, Krom, Crabel, Tudor and Paskewitz, are each referred to herein as a “Trading Advisor” and collectively referred to herein as the “Trading Advisors.”

Effective January 1, 2011, Registrant began transitioning its investments in direct Managed Accounts to accessing the Trading Advisors indirectly through the following segregated series of CTA Choice Fund LLC (“CTA Choice”), a Delaware limited liability company organized in series:

 

Affiliated Investment Fund

 

Trading Advisor

 

Trading Program

  Start
Date
  Termination
Date

CTA Choice GRM (“GRM”)*

  Graham   K4D-15V Program   01/1/11   12/31/11

CTA Choice EAGL (“EAGL”)*

  Eagle   Eagle Momentum Program   05/1/11  

CTA Choice CRABL-PV (“CRABL-PV”)*

  Crabel   Two Plus Program   09/1/11  

CTA Choice KRM (“KRM”)*

  Krom   Commodity Diversified Program   10/1/11  

CTA Choice TDRM (“TDRM”)*

  Tudor   Tudor Quantitative Commodities Strategy   11/1/11   12/31/11

CTA Choice EGLG (“EGLG”)**

  Eagle   Eagle Global Program   01/1/12  

CTA Choice ORT (“ORT”)*

  Ortus   Major Currency Program   01/1/12  

CTA Choice SAXN (“SAXN”)

  Saxon Investment Corporation   Saxon Aggressive Diversified Program   01/1/12  

CTA Choice BLKW (“BLKW”)

  Blackwater Capital Management, LLC   Blackwater Global Program   01/1/12  

CTA Choice BEAM (“BEAM”)

  BEAM Bayesian Efficient Asset Management, LLC   BEAM Multi-Strategy Program   01/1/12  

 

* Any loss carry forward from Registrant’s Managed Account was transferred over to Registrant’s member interest in the corresponding Affiliated Investment Fund.
** Effective January 1, 2012, the allocation to EAGL was split with a 50% allocation to EAGL and a 50% allocation EGLG.

GRM, together with EAGL, CRABL-PV, KRM, TDRM, EGLG, ORT, SAXN, BLKW and BEAM are each referred to herein as an “Affiliated Investment Fund” and collectively referred to herein as the “Affiliated Investment Funds.

The Managing Owner may terminate any current Managed Account agreement with a Trading Advisor or select new Trading Advisors including Affiliated Investment Funds, from time-to-time, in its sole discretion, in order to achieve the goals of the Registrant.

Crabel’s Two Plus Program employs multiple, price-driven, systematic strategies that participate in market trends. The average holding period is 5 days with a range of 2 to 55 days. Risk is controlled by dynamic sizing of new trades relative to market volatility, the use of stops and time exits along with a balance of volatility derived from 4 sectors and 3 geographic regions.

Eagle’s Momentum Program is a computerized, technical trading system developed to capture short and intermediate term trading opportunities in markets that exhibit strong price momentum. The adoption of the trading philosophy to a computerized trading system was done by applying rule-based techniques to confirm the trading concept over an extensive body of historical market data and by constantly monitoring and re-evaluating the rules in actual trading. The program currently covers 30 commodities, currencies, stock indices and global fixed income markets.

Graham’s K4D-15V Program utilizes multiple computerized trading models designed to capture profit opportunities during sustained price trends in approximately 65 global markets. This program features broad diversification in both financial and non-financial markets. The trading strategies are primarily long-term in nature and are intended to generate significant returns over time with an acceptable degree of risk and volatility.

 

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Krom’s Diversified Commodity Program is a discretionary global macro strategy that attempts to identify commodity price moves that are predicated on a shift in the supply/demand fundamentals; the strategy eschews granular statistical modeling in favor of more qualitative interpretations of the current market conditions. When a potential opportunity is identified, chart-based analyses are used to enhance entry and exits. Trade ideas may be structured as directional, spread or volatility and position duration can last from weeks to months.

Ortus’s Currency Program is a computerized, global macro strategy that seeks to capitalize on fundamentally driven price moves in the G7 currencies that are a result of a shift in the exchange rate cycle. It is the advisor’s belief that these shifts are driven by the dynamic interactions between asset prices (e.g. stocks and bonds) and underlying economic fundamentals (e.g. monetary policy, interest rates). As such, position duration is long-term and changes to the portfolio are gradual.

Paskewitz’s Contrarian Stock Index Program systematically trades the S&P 500 futures in an effort to profit from investor overreaction to both positive and negative news. The manager utilizes three pattern-based models that attempt to identify points where prices are overextended. Each model is given the same amount of risk and the signals are combined to create an overall long or short signal. Over nearly five years of trading, the program has been uncorrelated to both the S&P 500 and trend followers. The program tends to perform well in congested, highly volatile markets.

Tudor’s Quantitative Commodities strategy employs a combination of proprietary computerized mathematical strategies to invest in commodities on a worldwide basis. The proprietary models, when applied to market data, produce computer-generated trading signals on a largely worldwide basis. These models base their investment decisions on a variety of algorithms that analyze, among other factors, historical prices and economic data in order to identify patterns or trends to predict future price direction or identify relative value opportunities.

BEAM Bayesian Efficient Asset Management’s BEAM Multi-Strategy Program is a systematic, global macro strategy that focuses primarily in G10 financial markets and energies. The quantitative approach, which is based on Bayesian statistics and factor analysis, seeks to derive an expected return forecast for each instrument using systematically based, fundamental analyses that are largely derived from price and various other market factors. Thereafter, an optimizer is used to build a portfolio with the best reward: risk characteristics.

Blackwater Capital Management’s Blackwater Global Program is a fully computerized strategy that seeks to profit from longer-term trends across a broad basket of futures markets. Signal generation is based on the output of two, independent systems that look to price patterns and volatility to identify a potential opportunity.

Eagle’s Global Program employs a systematic methodology to capitalize on medium to long term trends in a wide range of global futures markets: currencies, fixed income, energies, commodities and stock indices. Well defined trading rules, which are based on extensive discretionary trading experience, incorporate screening and learning mechanisms which adjust to changes in market environment while giving strong attention to volatility. An attempt is made to participate in markets which exhibit favorable “signal to noise” characteristics. Money management and risk control disciplines serve to limit downside risk.

Saxon Investment Corporation’s Saxon Aggressive Diversified Program uses a systematic strategy that seeks to participate in the market’s extended trends using a combination of longer- and shorter-term systems. It is not a fully automatic strategy in that the advisor allows for discretion when warranted. Price data is the major input to the systems. The book is broadly diversified throughout the global futures markets with the exception of the global stock indices.

 

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Registrant paid each Trading Advisor a monthly management fee and an incentive fee accrued monthly and paid quarterly pursuant to the applicable managed account advisory agreement.

 

     Effective October 1, 2010  

Trading Advisor (4)

   Management
Fee% (1)
     Incentive
Fee% (2)
 

Ortus (3)

     1.00         25.00   

Eagle

     2.00         25.00   

Graham

     2.50         25.00   

GLC

     2.00         25.00   

Krom

     1.50         25.00   

Paskewitz

     1.00         25.00   

Crabel

     1.00         25.00   

Tudor

     2.00         25.00   

 

(1) 

The Management Fee is paid monthly at a rate equal to 1/12 of the indicated rate above of the net asset value of Registrant accordance with the applicable advisory agreement.

(2) 

The Incentive Fee is paid quarterly on the percentage indicated of new net high trading profits of Registrant in accordance with the applicable advisory agreement.

(3) 

The change in fees for Ortus was not effective until January 1, 2011.

(4) 

As of January 1, 2012, Registrant transitioned from investments in direct managed accounts to accessing the trading advisors through CTA Choice’s managed account platform.

Indirectly through its investments in the Affiliated Investment Funds, Registrant now pays the following Trading Advisors management fees and incentive fees for achieving “New High Net Trading Profits,” in Registrant’s capital accounts within the Affiliated Investment Funds as defined in their respective advisory agreements.

 

Affiliated Investment Fund

   Management
Fee%
     Incentive
Fee%
 

BEAM

     1.00         20.00   

BLKW

     1.00         25.00   

CRABL-PV

     1.00         25.00   

EAGL

     1.50         25.00   

EGLG

     2.00         25.00   

GRM*

     2.00         20.00   

KRM

     1.50         25.00   

ORT

     1.00         25.00   

SAXN

     0.00         25.00   

TDRM*

     2.00         20.00   

 

* As of December 31, 2011, Registrant fully redeemed from GRM and TDRM.

Competition

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

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

The Administrator

Spectrum Global Fund Administration, L.L.C. (“Spectrum” or the “Administrator”), a Delaware limited liability company, was the administrator of Registrant and provided certain administration and accounting services pursuant to the terms of a Services Agreement with Registrant dated as of May 23, 2007. On December 10, 2010, AlphaMetrix360, LLC purchased the assets of Spectrum.

 

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Effective June 1, 2011, the Registrant replaced AlphaMetrix 360, LLC with GlobeOp Financial Services LLC (“GlobeOp or the “Administrator”), a Delaware limited liability company. AlphaMetrix 360, LLC’s Service Agreement with the Registrant was terminated effective close of business on May 31, 2011.

The Administrator performs or supervises the performance of services necessary for the operation and administration of Registrant (other than making investment decisions), including administrative and accounting services. The Administrator also calculates Registrant’s Net Asset Value. In addition, the Administrator maintains certain books and records of Registrant, including certain books and records required by CFTC Rule 4.23(a). “Administrator” refers to Spectrum, AlphaMetrix 360, LLC, or GlobeOp depending on the applicable period discussed.

Employees

Registrant has no employees. Management and administrative services for Registrant are performed by the Managing Owner or third parties pursuant to the Trust Agreement, as further discussed in Notes 3, 4, 5, 6 and 8 of Registrant’s 2011 Annual Report, which is filed as an exhibit to Registrant’s Form 10-K for the year ended December 31, 2011.

Critical Accounting Policies

General

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

The Managing Owner has evaluated Registrant’s financial statements and related disclosures and has determined that the policies discussed below are critical accounting policies because they involve estimates, judgments and assumptions that are particularly complex, subjective or uncertain. For further discussion of Registrant’s significant accounting policies, see Note 2 of Registrant’s 2011 Annual Report, which is filed as an exhibit to Registrant’s Form 10-K for the year ended December 31, 2011.

The valuation of Registrant’s investments that are not traded on a United States (“U.S.”) or internationally recognized futures exchange is a critical accounting policy. The market values of futures (exchange traded) contracts is verified by Registrant’s administrator, which obtains valuation data from independent third party data providers and compares those prices with Registrant’s clearing broker. The market value of currency swap and forward (non-exchange traded) contracts is extrapolated on a forward basis from the spot prices quoted as of 4 p.m. on the last business day of the reporting period. All values assigned by the administrator and confirmed by the Managing Owner are final and conclusive as to all of Registrant’s Unitholders. As such, if actual results vary from estimates used, they are not anticipated to have a material impact on the financial statements and related disclosures.

Registrant records all investments at fair value in its financial statements, with changes in fair value reported as a component of revenue 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. Registrant considers its investments in publicly-traded mutual funds, prices for exchange traded commodity futures and options contracts to be based on quoted prices in active markets for identical assets (Level 1). The values of forwards, swaps, and certain option contracts for which market quotations are not readily available are priced by independent third party data vendors or pricing services who derive fair values for those assets from observable inputs (Level 2). Level 3 inputs reflect Registrant’s assumptions that it believes market participants would use in pricing the asset or liability. Registrant develops Level 3 inputs based on the best information available in the circumstances, which may include indirect correlation to a market value, combinations of market values or Registrant’s proprietary data. Level 3 inputs generally include information derived through extrapolation or interpolation of observable market data. Registrant does not currently have any investments valued using Level 3 inputs.

The investments in Affiliated Investment Funds are reported in Registrants statements of financial condition and are considered Level 2 investments. In determining the level, the Registrant considers the length of time until the investment is redeemable, including notice and lock-up periods or any other restriction on the disposition of the investment. The Registrant also considers the nature of the portfolios of the underlying Affiliated Investment Funds and their ability to liquidate their underlying investments. The Registrant has the ability to redeem its investments at the reported net asset valuation as of the measurement date (see Note 7 of the condensed financial statements) and classified its investments in Affiliated Investment Funds as Level 2 using the fair value hierarchy. Fair value ordinarily is the value determined for the Affiliated Investment Funds in accordance with the fund’s valuation policies and reported at the time of Registrants valuation by the management

 

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of the fund. Generally, the fair value of Registrant’s investments in funds represents the amount that Registrant could reasonably expect to receive from the funds if Registrant’s investment was redeemed at the time of the valuation, based on information reasonably available at the time the valuation is made and that Registrant believes to be reliable.

Of the Registrant’s investments at September 30, 2012, $76,087,999 or 78.37% are classified as Level 1 and $21,004,565 or 21.63% as Level 2. Of the Registrant’s investments at December 31, 2011, $62,015,348 or 88.31% are classified as Level 1 and $8,207,427 or 11.69% as Level 2. There are no Level 3 investments at September 30, 2012 or December 31, 2011, nor any portion of the interim periods.

The Managing Owner has determined that it is in the best interest of the Registrant to invest a portion of its non-margin assets, either directly or indirectly through certain investment funds, in (i) U.S. government securities (which include any security issued or guaranteed as to principal or interest by the United States), (ii) any certificate of deposit for any of the foregoing, including U.S. treasury bonds, U.S. treasury bills and issues of agencies of the United States government, (iii) corporate bonds or notes, or (iv) other instruments permitted by applicable rule and regulations. Effective January 1, 2011, the Managing Owner is paid monthly 1/12 of 50% of the first 1% of the positive returns earned on the Registrant’s investment of non-margin assets. The calculation is based on the averaged annualized net asset value, and any losses related to returns on the non-margin assets must first be recovered through subsequent positive returns prior to the Managing Owner receiving a payment. After the calculation of the amount payable to the Managing Owner, the Registrant will be credited with all additional positive returns (or 100% of any losses) on the Registrant’s investment of non-margin assets. If at the end of any calendar year a loss has been incurred on the returns for the non-margin assets, then the loss carry forward will reset to zero for the next calendar year with regards to the calculation of the Managing Owner’s portion of the non-margin asset’s income.

Liquidity and Capital Resources

Registrant commenced operations on December 1, 2005 with gross proceeds of $31,024,443 allocated to commodities trading. Additional contributions raised through the continuous offering of limited interests (“Limited Interests”) and general interests (“General Interests” or “Managing Owner Interests” and, together with the Limited Interests, “Interests”) of beneficial ownership in Registrant for the period from December 1, 2005 (commencement of operations) to September 30, 2012 resulted in additional gross proceeds to Registrant of $193,923,378.

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

Subscriptions and Redemptions

Third Quarter 2012

Subscriptions of Limited Interests and General Interests for the Third Quarter 2012 were $0 and $0, respectively. Redemptions of Limited Interests and General Interests for the Third Quarter 2012 were $7,180,271 and $0, respectively.

Third Quarter 2011

Subscriptions of Limited Interests and General Interests for the Third Quarter 2011 were $7,210,588 and $0, respectively. Redemptions of Limited Interests and General Interests for the Third Quarter 2011 were $2,617,382 and $0, respectively.

Liquidity

A portion of Registrant’s net assets were allocated to commodities trading, publicly-traded mutual funds, and the rest was held in cash, which was used as margin for trading in commodities through its investments in Affiliated Investment Funds. In as much as the sole business of Registrant is to trade in commodities, Registrant continues to own such liquid assets to be used as margin. The clearing brokers and bank credit Registrant with interest income on 100% of its average daily equity maintained in its accounts with the clearing brokers and bank during each month at competitive interest rates.

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

 

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Since Registrant’s business is to trade futures, forward and option contracts, through its investments in Affiliated Investment Funds, its capital is at risk due to changes in the value of these contracts (market risk) or the inability of counterparties to perform under the terms of the contracts (credit risk). Registrant’s exposure to market risk is influenced by a number of factors including the volatility of interest rates and foreign currency exchange rates, the liquidity of the markets in which the contracts are traded and the relationships among the contracts held. The inherent uncertainty of Registrant’s speculative trading as well as the development of drastic market occurrences could result in losses considerably beyond Registrant’s experience to date and could ultimately lead to a loss of all or substantially all of investors’ capital. The Managing Owner attempts to minimize these risks by requiring Registrant and the Trading Advisors to abide by various trading limitations and policies, which include limiting margin amounts, trading only in liquid markets and permitting the use of stop loss provisions. See Note 10 of the Registrant’s unaudited condensed financial statements, attached hereto for further discussion on the credit and market risks associated with Registrant’s futures, forward and option contracts.

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

Market Overview

Following is a market overview for Third Quarter 2012 and Third Quarter 2011:

Third Quarter 2012

The third quarter was marked by a dramatic turnaround in global financial markets sparked by bold actions of the ECB and turbocharged by the Fed’s announcement of open-ended quantitative easing (QE). Amid rising stress in the sovereign debt markets, the ECB President Mario Draghi came out and made a forceful statement committing the ECB to unlimited support for the sovereign bond markets in the eurozone. Meanwhile, the global economy continued to weaken in the third quarter. Global PMIs dropped to their lowest levels since 2009. In the United States, the economy outside of manufacturing actually showed some glimpses of life—notably in housing and auto sales. However, the expansion broadly remained lackluster and shaky, vulnerable to adverse developments. Europe remained stalled in its slump, with no sign of bottoming in the periphery countries. Emerging markets showed more broad-based signs of deceleration in economic growth. However, the softening global economic growth picture was overshadowed by the reduction of tail risk brought about by central bank actions, making risk assets soar.

Treasuries experienced a roller-coaster ride during the third quarter, but ended not far from where they began. Early in the quarter, amid a deepening crisis in the eurozone, Treasury yields plunged to new record lows. The yield on the 10-year fell below 1.40% in July, and the yield on the 30-year plummeted below 2.50%. However, Draghi’s announcement sparked a turnaround. Yields on the long end of the curve surged, with the 30-year rising past 3%. However, the spike proved short-lived, especially as the Fed extended its promise to keep rates low until 2015 and announced an open-ended QE. The yield curve steepened as rates fell at the shorter end of the curve. The 10-year yield edged down 2 basis points to end the quarter at 1.65%. The 30-year yield edged up by 6 basis points to reach 2.82%. The yield on the 5-year note dropped 10 basis points to 62 basis points, a new record low, and the yield on the 2-year note also declined by 10 basis points to 23 basis points. The ECB cut rates to 75 basis points. The Bank of England and the Bank of Japan maintained status quo.

The greenback declined as flight to safety receded, and QE added to the weakness. The Dollar Index declined 2.07%. The euro climbed 1.48%; however, this masks the sharp moves during the quarter. The British pound also gained against the dollar, rising 2.84%. Despite the risk-on environment, the yen actually rose 2.37% against the greenback. The commodity currencies gained as the QE boosted commodity prices. The Australian and the Canadian dollars appreciated 1.48% and 3.46%, respectively.

US equities experienced a solid rally in the third quarter. The gains were broad-based, although transportation was a notable exception. The Dow, the S&P 500, and NASDAQ gained approximately 9.69%, 6.35% and 6.17%, respectively, for the quarter. European stocks experienced even stronger rallies. The STOXX 600, a broad measure of European equities, surged 8.56%, in dollar terms. The CAC, the DAX and the FTSE 100 closed the quarter with gains of approximately 4.95%, 12.47%, and 3.07%, respectively. Asian markets were no different, although the Nikkei was an exception, declining 1.52%. The Hang Seng gained 7.20%, and the Korean Kospi increased 7.67%. The Australian All Ordinaries Index rose 6.55%.

Commodities experienced broad-based gains in the third quarter as the easing of monetary policy overcame global industrial weakness. Much of the commodity complex rallied, but lean hogs, sugar, and cotton were notable exceptions. Brent crude surged 15.46% during the quarter as the Iranian sanctions loomed over the market. Gasoline, heating oil, and natural gas outperformed crude oil, gaining 27.37%, 18.44%, and 17.56%, respectively.

 

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With central banks’ accommodative policy, gold gained 10.85% and silver soared 25.88%. Base metal prices rose across the board. Copper, nickel, aluminum, and zinc recorded gains of 8.46%, 10.23%, 10.63%, and 11.97%, respectively.

Grains were among the better performers within the agricultural complex, as the drought continues to weigh on prospective supplies. Wheat, soybeans, and corn gained 19.62%, 4.49%, and 9.21%, respectively. Tropicals bucked the broader trend and experienced losses, with sugar leading the way with an 8.50% loss.

Third Quarter 2011

The third quarter of 2011 brought the most significant risk aversion in financial markets since late 2008. The circumspection that reared its head in the second quarter mushroomed in the third quarter as the next leg of the European crisis unfolded and was compounded by growing indications of a sharp deceleration in global economic activity. The latest episode of the Eurozone crisis brought forth new complications as the sovereign debt problem spread to more countries placing increased stress on the fragile banking system and making it difficult for policymakers to come up with quick fixes. US GDP growth in the second quarter came in at a disappointing 1.33%, annual rate, and the first quarter growth was revised down to a 0.36%, annual rate. Data released so far for the third quarter indicates a modest pickup in GDP growth. Meanwhile, job growth slowed sharply in the third quarter and the unemployment rate stubbornly remained above the 9% mark. The housing market remained in the doldrums. Global economic data was even weaker with Europe leading the way and emerging markets also showing signs of significant slowdown.

Treasuries experienced their biggest rally since the fourth quarter of 2008 as confidence in the economic recovery faltered and concerns about Eurozone fueled safe haven demand. The 10-year yield easily breached the 2008 low, broke the 2% mark, and fell to its lowest level in six decades. The yield plunged by 126 basis points to end the quarter at 1.9%. The 30-year yield also fell sharply, by 148 basis points, to end the quarter at 2.9%. The 5-year experienced a substantial rally, although the yield curve flattened noticeably. The yield on the 5-year note fell 80 basis points to 0.96%. The two year yield declined to 25 basis points, the lowest on record. The Fed made two moves during the quarter—one announcing its intentions to keep interest rates low until 2013 and the other announcing the so-called Operation Twist. The European Central Bank maintained status quo on rates even as it intensified its firefighting by stepping up its purchase of Italian and Spanish government bonds. The Bank of England continued to be divided over elevated inflation but the fragile and stalling economy prevented any action. The Bank of Japan kept key rates unchanged throughout the quarter as well.

The greenback experienced a rally resulting from the euro’s travails and the global flight to safety. The Dollar Index surged 5.7% and rose to its highest level since early 2011. The euro fell 7.4%, its biggest quarterly decline since the second quarter of 2010. The Swiss franc reversed its meteoric climb as the Swiss Central Bank intervened to cap the franc’s rise against the euro. The British pound was more subdued but still declined 2.76% against the greenback. Not surprisingly, the Japanese yen appreciated 4.46% amid global risk aversion. Declining commodity prices, fears about Chinese slowdown, and the global risk aversion dented the Australian and Canadian dollars, which dropped 9.2% and 7.8%, respectively.

US equities suffered their biggest quarterly loss since the fourth quarter of 2008. The declines were broad-based. Financial and transportation led the way down. The Dow, the S&P 500®, and the Nasdaq® declined approximately 12.1%, 13.9% and 12.9%, respectively for the quarter. European stocks fared much worse. The STOXX 600®, a broad measure of European equities, plunged 23.3%, in dollar terms. The CAC, the DAX® and the FTSE 100® closed the quarter with losses of approximately 25.4%, 25.1%, and 13.7%, respectively. Asian markets were hard hit as well. The Nikkei declined 11.4%, the Hang Seng dropped 21.5%, and the Kospi® fell 15.8%. The Australian All Ordinaries Index declined 12.7%.

Commodities slipped for the second consecutive quarter as global industrial activity appeared to be decelerating and the risks of US and European recession loomed larger and fears of a hard landing in China gained some credence. While much of the commodity complex declined during the quarter, gold, lean hogs, live cattle, and wheat were the notable exceptions. Crude fell 17.2% during the quarter and heating oil declined 4.7%. Gasoline dropped 4.6%. Natural gas declined 14.1%.

Gold breached the $1,900 mark during the quarter but fell sharply in September, paring the gains to 9.2% for the quarter. Silver declined 10.9%. Base metals were hit hard. Copper, zinc, aluminum, and nickel recorded declines of 26.8%, 21.4%, 13.8%, and 23.5%, respectively.

Grains were among the better performers within the commodity complex and their losses were largely restricted to September when the financial markets exhibited symptoms of liquidity squeeze. Wheat actually gained 1.1%, while corn and soybean declined 5.3% and 10.2%, respectively. Cotton continued to correct sharply, falling 26.5%. Lean hogs and live cattle bucked the trend within commodities and in the broader financial markets by registering solid gains of 12.6% and 7.3%, respectively.

 

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Sector Performance

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

 

  (a) the major sectors to which Registrant’s assets were allocated as of Third Quarter 2012 and Third Quarter 2011, measured as a percentage of the “gross speculator margin” (i.e., the minimum amount of cash or marginable securities a speculator must post when buying or selling futures assets); and

 

  (b) discussion of Registrant’s direct and indirect trading results for the major sectors in which Registrant traded for the Third Quarter 2012 and Third Quarter 2011.

Third Quarter 2012

As of September 30, 2012, the allocation of Registrant’s assets indirectly, through its investments in Affiliated Investment Funds, to major sectors was as follows:

 

Sector

   Allocation  

Currencies

     37.25

Energies

     14.24

Grains

     9.96

Indices

     17.80

Interest Rates

     10.95

Meats

     1.15

Metals

     7.90

Tropicals

     0.75
  

 

 

 

TOTAL

     100.00
  

 

 

 

Trading results for the major sectors in which Registrant indirectly traded for Third Quarter 2012 were as follows:

Currencies: (+) The Registrant experienced the majority of its gains in the Canadian dollar, the euro, and the Swiss franc. The majority of the losses were experienced in the Australian dollar and the British pound.

Interest Rates: (+) The Registrant experienced a majority of gains in the bund, the London gilt, and the eurodollar. The majority of the losses were incurred in the Australian 10-year bond, the Australian 3-year bond, and the U.S. Treasury bond.

Indices: (+) The Registrant experienced gains in the DAX, the S&P 500 Mini Index, and the NASDAQ E-mini. The majority of the losses were incurred in the FTSE MIB Index, the Nikkei Index – Osaka, and the Heng Seng.

Energies: (-) The Registrant experienced the majority of its gains in heating oil, gas oil, and brent crude. Losses were incurred in gasoline RBOB futures, natural gas, and crude oil.

Metals: (+) The Registrant experienced the majority of its gains in gold and platinum. Losses were incurred in copper, palladium, and silver.

Grains: (+) The Registrant experienced the majority of its gains in soybean meal, soybeans, and corn. The majority of losses were experienced in wheat.

Softs: (-) The Registrant experienced losses in coffee and sugar.

Meats: (-) The Registrant experienced losses in live cattle.

 

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Third Quarter 2011

As of September 30, 2011, the allocation of Registrant’s assets to major sectors was as follows:

 

Sector

   Allocation  

Currencies

     31.19

Energies

     13.18

Grains

     10.69

Indices

     24.84

Interest Rates

     8.31

Meats

     0.48

Metals

     9.45

Tropicals

     1.86
  

 

 

 

TOTAL

     100.00
  

 

 

 

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

Currencies: (+) Registrant experienced the majority of its gains in the Euro, Japanese yen, Swiss franc and Mexican peso. The majority of losses were experienced in the Australian and Canadian dollars.

Energies: (-) Registrant experienced the majority of its losses in brent crude, gasoline and heating oil. The majority of gains were incurred from crude oil and natural gas.

Grains: (-) Registrant experienced gains in wheat and soybean meal. The majority of losses were experienced in soybeans and corn.

Indices: (-) Registrant experienced large gains in the Hang Seng. The majority of losses were incurred in the S&P 500® Mini Index, the Dow Jones Industrial Average and the DAX.

Interest Rates: (+) Registrant experienced gains in the London Gilt, German Bund Treasury Bonds and Treasury Notes.

Meats: (-) Registrant experienced losses in live cattle and live hogs.

Metals: (+) Registrant experienced gains in gold and copper. Small losses were incurred in silver and tin.

Tropicals: (-) Registrant experienced losses in sugar, coffee and cocoa.

Third Quarter 2012

The Net Asset Value per Interest of Class I as of September 30, 2012 was $111.58, an increase of $0.98 from the June 30, 2012 Net Asset Value of $110.60.

The Net Asset Value per Interest of Class II as of September 30, 2012 was $123.04, an increase of $1.63 from the June 30, 2012 Net Asset Value of $121.41.

 

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The following table discloses each trading advisors’ contribution to the Net Asset Values of Class I and Class II as of September 30, 2012, as well as the allocation of Registrants assets to each Trading Advisor at September 30, 2012.

 

WMT III Series J - Class I           WMT III Series J - Class II           Allocation of Assets
as of September 30,
2012
 

Beginning UNAV

   $  117.27      Beginning UNAV    $  127.60     

BEAM

     (1.08   BEAM      (1.18     14.82

BLKW

     (2.18   BLKW      (2.37     14.26

CRABL-PV

     (0.43   CRABL-PV      (0.46     14.15

EAGL

     0.10      EAGL      0.11        7.04

EGLG

     1.99      EGLG      2.16        7.13

KRM

     (0.21   KRM      (0.23     14.17

ORT

     (0.64   ORT      (0.69     14.19

SAXN

     0.04      SAXN      0.04        14.24
  

 

 

      

 

 

   

 

 

 

Net Expenses

     (3.28   Net Expenses      (1.94  
  

 

 

      

 

 

   

 

 

 

ENDING UNAV

   $ 111.58      ENDING UNAV    $ 123.04        100.00
  

 

 

      

 

 

   

 

 

 

 

* The above table is based on the effect for an investor who held the unit for the entire Year-to-Date 2012, and is based on the average contribution per trader and net expenses for the relevant class of shares.

Registrant’s average net asset level during the Third Quarter 2012 was approximately $117,427,000, a decrease of approximately $33,612,000 as compared to the Third Quarter 2011, primarily due to the effect of redemptions and negative trading performance.

Registrant’s performance for Class I and Class II for the Third Quarter 2012 was 0.89% and 1.34%, respectively. Performance includes the percentage change in Registrant’s Net Asset Value excluding the effect of any subscriptions and redemptions and includes the percentage impact of trading gains/(losses) less any commissions and related fees and expenses. Past performance is not necessarily indicative of future results.

Registrant’s total gains on investments before commissions and related fees for Third Quarter 2012 were approximately $308,000.

Registrant’s total gains from its investments in Affiliated Investment Funds were approximately $2,048,000.

Dividend income for the Third Quarter 2012 was approximately $252,000, an increase of approximately $22,000, as compared to the Third Quarter 2011.

Brokerage Commissions and other transaction fees, which are now paid indirectly through the Affiliated Investment Funds and are reflected within the respective net asset values of each of the Affiliated Investment Funds, for the Third Quarter 2012 were approximately $117,000 a increase of approximately $15,000 as compared to the Third Quarter 2011.

Trading Advisor’s management fees, which are now paid indirectly through the Affiliated Investment Funds and are reflected within the respective Net Asset Values of each of the Affiliated Investment Funds, for the Third Quarter 2012 were $312,000, an decrease of approximately $22,000 as compared to the Third Quarter 2011, primarily due to the decrease in the average net asset level discussed above.

Management fees to the Managing Owner for the Third Quarter 2012 were approximately $147,000, a decrease of approximately $43,000 as compared to the Third Quarter 2011, primarily due to the decrease in the average net asset level discussed above.

Incentive fees are based on the “New High Net Trading Profits” generated by the Trading Advisors, as defined in the Trading Advisory Agreements between Registrant and the Trading Advisors. Incentive fees, which are now paid indirectly through the Affiliated Investment Funds and are reflected within the respective Net Asset Values of each of the Affiliated Investment Funds, for the Third Quarter 2012 were approximately $361,000.

ClariTy Managed Account fees for the Third Quarter 2012, which are now paid indirectly through the Affiliated Investment Funds and are reflected within the respective Net Asset Values of each of the Affiliated Investment Funds, were $75,000, a decrease of approximately $20,000 as compared to the Third Quarter 2011, primarily due to the decrease in the average net asset level discussed above.

 

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Service Fees for the Third Quarter 2012 were approximately $487,000, a decrease of approximately $159,000 as compared to the Third Quarter 2011, primarily due to the decrease in the average net asset level discussed above.

Sales Commissions for the Third Quarter 2012 were approximately $297,000, a decrease of approximately $83,000 as compared to the Third Quarter 2011, primarily due to the decrease in the average net asset level discussed above.

Managing Owner interest earned on investment funds for the Third Quarter 2012 was approximately $280,000, an increase of approximately $217,000 as compared to the Third Quarter 2011.

Operating expenses were approximately $156,000 for the Third Quarter 2012. These expenses include accounting, audit, registrar, and transfer agent, tax and legal fees as well as printing and postage costs related to reports sent to limited owners.

Offering costs were approximately $66,000 for the Third Quarter 2012.

Third Quarter 2011

The Net Asset Value per Interest of Class I as of September 30, 2011 was $122.59, a increase of $0.31 from the June 30, 2011 Net Asset Value of $122.28.

The Net Asset Value per Interest of Class II as of September 30, 2011 was $132.78, a increase of $0.97 from the June 30, 2011 Net Asset Value of $131.81.

Registrant’s average net asset levels during the Third Quarter 2011 were approximately $151,039,000, an increase of $10,569,000 as compared to the Third Quarter 2010, primarily due to the effect of additional subscriptions and positive trading performance during 2010.

Registrant’s performance for Class I and Class II for the Third Quarter 2011 was 0.25% and 0.74%, respectively. Performance includes the percentage change in Registrant’s Net Asset Value excluding the effect of any subscriptions and redemptions and includes the percentage impact of trading gains/(losses) less any commissions and related fees and expenses. Past performance is not necessarily indicative of future results.

Registrant’s trading gains before commissions and related fees for the Third Quarter 2011 were approximately $295,000. Registrant gains from its investments in Affiliated Investment Funds were approximately $2,107,000.

Dividend income for the Third Quarter 2011 was approximately $230,000, an increase of approximately $230,000, as compared to the Third Quarter 2010, as the Registrant began earning dividend income on the investment of non-margin assets in investment funds starting October 2010. For a further discussion of these investments, see Note 4 of Registrant’s 2010 Annual Report, which is filed as an exhibit to Registrant’s Form 10-K for the fiscal year ended December 31, 2010.

Brokerage Commissions and other transaction fees for the Third Quarter 2011 were approximately $102,000, a decrease of approximately $72,000 as compared to the Third Quarter 2010, primarily due to decreased trading volumes and the change in structure regarding GRM, EAGL and CRABL-PV as discussed above.

Management fees to the Trading Advisors for the Third Quarter 2011 were approximately $334,000, a decrease of approximately $354,000 as compared to the Third Quarter 2010, primarily due to the change in management fee rates charged by the Trading Advisors and the change in structure regarding GRM, EAGL and CRABL-PV as discussed above.

Management fees to the Managing Owner during the Third Quarter 2011 were approximately $190,000, an increase of approximately $14,000 as compared to the Third Quarter 2010, primarily due to increase in average net asset levels discussed above.

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

 

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Service Fees for the Third Quarter 2011 were approximately $646,000, an increase of approximately $143,000 as compared to the Third Quarter 2010, primarily due to the increase in average net asset levels discussed above. Sales Commissions for the Third Quarter 2011 were approximately $380,000, an increase of approximately $27,000 as compared to the Third Quarter 2010, primarily due to increase in average net asset levels discussed above.

Incentive fees are based on the “New High Net Trading Profits” generated by the Trading Advisors, as defined in the Trading Advisory Agreements between Registrant and the Trading Advisors. Incentive fees for the Third Quarter 2011 were approximately $69,000.

Managing Owner interest earned on investment funds for the Third Quarter 2011 were approximately $63,000, an increase of approximately $63,000 as compared to the Third Quarter 2010, as the Managing Owner began earning interest on the return of the investment of non-margin assets in October 2010. For a further discussion of this fee, See Note 4 of Registrant’s 2010 Annual Report, which is filed as an exhibit to Registrant’s Form 10-K for the fiscal year ended December 31, 2010.

Operating expenses were approximately $205,000 for the Third Quarter 2011. These expenses include accounting, audit, registrar, and transfer agent, tax and legal fees as well as printing and postage costs related to reports sent to limited owners.

Offering costs were approximately $83,000 for the Third Quarter 2011.

Inflation

Inflation has had no material impact on the operations or on the financial condition of Registrant from inception through September 30, 2012.

Off-Balance Sheet Arrangements and Contractual Obligations

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

Registrant’s contractual obligations are with the Managing Owner, the Trading Advisors through the CTA Choice Segregated Series and its commodity broker. Management fees payable by Registrant to the Trading Advisors through the CTA Choice Segregated Series and the Managing Owner are calculated as a fixed percentage of Registrant’s Net Asset Value or allocated assets as defined. Incentive fees payable by the Registrant to the Trading Advisors through the CTA Choice Segregated Series are at a fixed rate, calculated as a percentage of Registrant’s “New High Net Trading Profits” (as defined in the Advisory Agreements). As such, the Managing Owner cannot anticipate the amounts to be paid for future periods as Net Asset Values and “New High Net Trading Profits” are not known until a future date. Commissions payable to Registrant’s commodity broker are based on a cost per executed trade and, as such, the Managing Owner cannot anticipate the amount that will be required under the brokerage agreement, as the level of executed trades are not known until a future date. These agreements are effective for one-year terms, renewable automatically for additional one-year terms unless terminated. Additionally, these agreements may be terminated by either party thereto for various reasons. Additionally, Registrant does not enter into other long-term debt obligations, capital lease obligations, operating lease obligations or other long-term liabilities that would otherwise be reflected on Registrant’s Statements of Financial Condition, a table of contractual obligations has not been presented. For a further discussion of Registrant’s contractual obligations, see Notes 1, 3, 4, 5 and 7 to Registrant’s financial statements for the year ended December 31, 2011, which is filed as an exhibit to Registrant’s annual report on Form 10-K for the fiscal year ended December 31, 2011.

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Introduction

Past Results Not Necessarily Indicative of Future Performance

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

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

 

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

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

Standard of Materiality

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

Quantifying Registrant’s Trading Value at Risk

Quantitative Forward-Looking Statements

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

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

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

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

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

 

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Registrant’s Trading Value at Risk in Different Market Sectors

The following table presents the trading value at risk associated with Registrant’s open positions by market sector through its investments in Affiliated Investment Funds at September 30, 2012 and December 31, 2011. All open position trading risk exposures of Registrant have been included in calculating the figure set forth below. At September 30, 2012 and December 31, 2011, Registrant had total capitalizations of approximately $114 million and $144 million, respectively.

 

     September 30, 2012     December 31, 2011  

Market Sector

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

Interest rates

   $ 2,014,984         1.77   $ 2,298,633         1.59

Currencies

     6,849,867         6.03     4,519,030         3.12

Commodities

     6,254,515         5.51     3,885,282         2.69

Stock indices

     3,276,032         2.89     1,219,897         0.84
  

 

 

    

 

 

   

 

 

    

 

 

 

Total

   $ 18,395,398         16.20   $ 11,922,842         8.24
  

 

 

    

 

 

   

 

 

    

 

 

 

The following table presents the average trading value at risk of Registrant’s open positions by market sector for Third Quarter 2012 and 2011 based upon Registrant’s total average capitalization of approximately $118 million and $151 million, respectively.

 

     Third Quarter 2012     Third Quarter 2011  

Market Sector

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

Interest rates

   $ 2,302,199         1.96   $ 1,233,466         0.82

Currencies

     5,982,701         5.09     5,682,393         3.78

Commodities

     5,714,538         4.86     5,714,403         3.80

Stock indices

     2,850,564         2.42     3,367,530         2.24
  

 

 

    

 

 

   

 

 

    

 

 

 

Total

   $ 16,850,003         14.33   $ 15,997,792         10.64
  

 

 

    

 

 

   

 

 

    

 

 

 

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

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

Non-Trading Risk

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

Qualitative Disclosures Regarding Primary Trading Risk Exposures

The following qualitative disclosures regarding Registrant’s market risk exposures—except for (i) those disclosures that are statements of historical fact and (ii) the descriptions of how Registrant manages its primary market risk exposures—constitute forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Registrant’s primary market risk exposures as well as the strategies used and to be used by the Managing Owner and the Trading Advisors for managing such exposures are subject to numerous uncertainties, contingencies and risks are one of which could cause the actual results of Registrant’s risk controls to differ materially from the objectives of such strategies. Government interventions, defaults and expropriations, illiquid markets the emergence of dominant fundamental factors, political upheavals, changes in historical price relationships, an influx of new market participants, increased regulation and many other factors could result in material losses as well as in material changes to the risk exposures and the risk management strategies of Registrant. There can be no assurance that Registrant’s current market exposure and/or risk management strategies will not change materially or that any such strategies will be effective in either the short- or long-term. Investors must be prepared to lose all or substantially all of their investment in Registrant.

 

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Based on the trading value at risk at September 30, 2012, the Registrant experienced an increase across all sectors in its value at risk, relative to capitalization levels, as compared with the trading value at risk at December 31, 2011. Increases in the average trading value at risk, relative to average capitalization levels, were also experienced across all sectors during the Third Quarter as compared with the Third Quarter 2011.

Qualitative Disclosures Regarding Means of Managing Risk Exposure

The means by which the Managing Owner and the Trading Advisors through the CTA Choice Segregated Series, severally, attempt to manage the risk of Registrant’s open positions is essentially the same in all market categories traded.

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

The Managing Owner attempts to minimize market risk exposure by requiring the Trading Advisors to abide by various trading limitations and policies. The Managing Owner monitors compliance with these trading limitations and policies which include, but are not limited to, limiting the amount of margin or premium required for any one commodity or all commodities combined and generally limiting transactions to contracts which are traded in sufficient volume to permit the taking and liquidating of positions. Additionally, the Managing Owner shall automatically terminate the Trading Advisors through the CTA Choice Segregated Series if the Net Asset Value of Registrant declines by 40% during any year or since the commencement of trading activities. Furthermore, the Trust Agreement provides that Registrant will liquidate its positions, and eventually dissolve, if Registrant experiences a decline in the net asset value of 50% in any year or since the commencement of trading activities. In each case, the decline in Net Asset Value is after giving effect for contributions, distributions and redemptions. The Managing Owner may impose additional restrictions (through modifications of such trading limitations and policies) upon the trading activities of the Trading Advisors as it, in good faith, deems to be in the best interest of Registrant.

 

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Registrant’s “disclosure controls and procedures” (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) are designed to ensure that information required to be disclosed by Registrant in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission (the “SEC”), and that such information is accumulated and communicated to Registrant’s management, including the Managing Owner’s Co-Chief Executive Officers and Director of Fund Administration (who, in these capacities, function as the Principal Executive Officers and Principal Financial Accounting Officer, respectively, of Registrant), as appropriate to allow for timely decisions regarding required disclosure.

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

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 September 30, 2012. Based on the evaluation, the Managing Owner’s Co-Chief Executive Officers and Director of Fund Administration have concluded that, Registrant’s disclosure controls and procedures were effective.

Changes in Internal Control Over Financial Reporting

There have been no changes in Registrant’s internal control over financial reporting (as defined in Rules 13a – 15(f) and 15d – 15(f) under the Exchange Act) during the Third Quarter 2012 that have materially affected, or are reasonably likely to materially affect, Registrant’s internal control over financial reporting.

 

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PART II – OTHER INFORMATION

 

Item 1. Legal Proceedings

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

 

Item 1.A. Risk Factors

There have been no changes from risk factors as previously disclosed in Registrant’s Form 10-K for the fiscal year ended December 31, 2011.

 

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

The following table presents sales of unregistered interests (i.e., Managing Owner interests) exempt from registration under Section 4(2) of the Securities Act of 1933 during the period from September 28, 2004 (inception) through September 30, 2012.

 

     Amount of  

Date of Sale

   Units Sold      Cash Received  

March 10, 2005

     10       $ 1,000   

December 1, 2005

     3,080       $ 308,000   

January 1, 2006

     765       $ 74,535   

February 1, 2006

     416       $ 40,000   

March 1, 2006

     256       $ 24,489   

April 1, 2006

     223       $ 21,560   

May 1, 2006

     265       $ 27,537   

June 1, 2006

     454       $ 47,400   

July 1, 2006

     575       $ 59,000   

August 1, 2006

     530       $ 52,350   

September 1, 2006

     403       $ 39,200   

October 1, 2006

     374       $ 36,000   

November 1, 2006

     189       $ 18,000   

December 1, 2006

     11       $ 1,000   

January 1, 2007

     62       $ 6,000   

February 1, 2007

     217       $ 21,000   

March 1, 2007

     109       $ 10,000   

August 1, 2007

     30       $ 3,000   

September 1, 2007

     10       $ 1,000   

October 1, 2007

     49       $ 5,000   

November 1, 2007

     28       $ 3,000   

December 1, 2007

     19       $ 2,000   

January 1, 2008

     265       $ 29,000   

March 1, 2008

     113       $ 15,000   

April 1, 2008

     258       $ 40,000   

May 1, 2008

     419       $ 50,000   

June 1, 2008

     329       $ 40,000   

July 1, 2008

     497       $ 61,000   

August 1, 2008

     294       $ 35,000   

September 1, 2008

     347       $ 40,000   

October 1, 2008

     196       $ 22,000   

Prior to December 1, 2008 Registrant was a publicly offered commodity pool and the Managing Owner was required to hold an interest in Registrant; therefore, sales of the Managing Owner’s interest qualified as unregistered sales of securities. From December 1, 2008 through September 30, 2012, all sales of interest qualify as unregistered sales due to Registrant offered as a private placement. The aggregate sale of Units in this time period was approximately 671,636.59 Units amounting to approximately $82,929,800.

 

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Item 3. Defaults Upon Senior Securities

None

 

Item 5. Other Information

None

 

Item 6. Exhibits:

 

  3.1    Fifth Amended and Restated Declaration of Trust Agreement of World Monitor Trust III dated March 31, 2010 (incorporated by reference to Exhibit 13.1 to Registrant’s Annual Report on Form 10-K for the year ended December 31, 2009)
  4.2    Subscription Requirements (annexed to the Prospectus as Exhibit B and incorporated by reference to Exhibit 4.2 to the Trust’s Post-Effective Amendment No. 3 on S-1 Registration Statement, File No. 333-119612, filed with the Commission on April 25, 2006)
  4.3    Subscription instructions, Form of Subscription Agreement and Power of Attorney (annexed to the Prospectus as Exhibit C and incorporated by reference to Exhibit 4.3 to the Trust’s Post-Effective Amendment No. 3 on S-1 Registration Statement, File No. 333-119612, filed with the Commission on April 25, 2006)
  4.4    Form of Privacy Notices of the Managing Owner dated December 2010 (incorporated by reference to Exhibit 4.4 to Registrant’s Annual Report on Form 10-K for the year ended December 31, 2010)
10.1    Form of Subscription Escrow Agreement (incorporated by reference to Exhibit 10.1 to the Trust’s Pre-Effective Amendment No. 2 on S-1 Registration Statement, File No. 333-119612, filed with the Commission on March 14, 2005)
10.2    Form of Advisory Agreement among WMT III Series G/J Trading Vehicle LLC, the Managing Owner and Graham Capital Management, L.P. (incorporated by reference to Exhibit 10.2 to the Trust’s Pre-Effective Amendment No. 2 on S-1 Registration Statement, File No. 333-119612, filed with the Commission on March 14, 2005)
10.3    Form of Advisory Agreement among World Monitor Trust III – Series J, the Managing Owner and Eagle Trading Systems Inc. (incorporated by reference to Exhibit 10.3 to the Trust’s Post-Effective Amendment No. 6 to Form S-1 Registration Statement, File No. 333-119612, filed with the Commission on April 10, 2007)
10.4    Form of Advisory Agreement among World Monitor Trust III – Series J, the Managing Owner and Ortus Capital Management (Cayman) Limited (incorporated by reference to Exhibit 10.4 to the Trust’s Post-Effective Amendment No. 8 to Form S-1 Registration Statement, File No. 333-119612, filed with the Commission on April 25, 2007)
10.5    Form of Customer Agreement between the WMT III Series G/J Trading Vehicle LLC and UBS Securities LLC (incorporated by reference to Exhibit 10.5 to the Trust’s Pre-Effective Amendment No. 2 on S-1 Registration Statement, File No. 333-119612, filed with the Commission on March 14, 2005)
10.6    Form of Customer Agreement between the World Monitor Trust III – Series J and UBS Securities LLC (incorporated by reference to Exhibit 10.6 to the Trust’s Post-Effective Amendment No. 6 to Form S-1 Registration Statement, File No. 333-119612, filed with the Commission on April 10, 2007)
10.7    Form of FX Prime Brokerage Agreement between UBS AG and WMT III Series G/J Trading Vehicle LLC (incorporated by reference to Exhibit 10.7 to the Trust’s Post-Effective Amendment No. 6 to Form S-1 Registration Statement, File No. 333-119612, filed with the Commission on April 10, 2007)
10.8    Form of ISDA Master Agreement between UBS AG and WMT III Series G/J Trading Vehicle LLC, Schedule to ISDA Master Agreement and Credit Support Annex to Schedule (incorporated by reference to Exhibit 10.8 to the Trust’s Post-Effective Amendment No. 6 to Form S-1 Registration Statement, File No. 333-119612, filed with the Commission on April 10, 2007)

 

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10.9    Form of FX Prime Brokerage Agreement between UBS AG and World Monitor Trust III – Series J (incorporated by reference to Exhibit 10.9 to the Trust’s Post-Effective Amendment No. 8 to Form S-1 Registration Statement, File No. 333-119612, filed with the Commission on April 25, 2007)
10.10    Form of ISDA Master Agreement between UBS AG and World Monitor Trust III – Series J, Schedule to ISDA Master Agreement and Credit Support Annex to Schedule (incorporated by reference to Exhibit 10.10 to the Trust’s Post-Effective Amendment No. 8 to Form S-1 Registration Statement, File No. 333-119612, filed with the Commission on April 25, 2007)
10.11    WMT III Series G/J Trading Vehicle LLC Organization Agreement (incorporated by reference to Exhibit 1.1 to the Trust’s Post-Effective Amendment No. 6 to Form S-1 Registration Statement, File No. 333-119612, filed with the Commission on April 10, 2007)
10.12    Form of Advisory Agreement among World Monitor Trust III – Series J, the Managing Owner and Graham Capital Management, L.P. (incorporated by reference to Exhibit 10.12 to Registrant’s Annual Report on Form 10- K for the year ended December 31, 2007)
10.13    Form of Services Agreement among World Monitor Trust III – Series J, the Managing Owner and Spectrum Global Fund Administration, L.L.C. (incorporated by reference to Exhibit 10.13 to Registrant’s Annual Report on Form 10-K for the year ended December 31, 2007)
10.14    Advisory Agreement dated March 24, 2010 by and among, World Monitor Trust III – Series J, Kenmar Preferred Investments Corp. and Tudor Investment Corporation (incorporated by reference to Exhibit 10.9 to Registrant’s Form 8-K, File No. 000-51651, filed with the Commission on March 26, 2010)
10.15    Advisory Agreement dated March 24, 2010 by and among, World Monitor Trust III – Series J, Kenmar Preferred Investments Corp. and Paskewitz Asset Management, LLC (incorporated by reference to Exhibit 10.10 to Registrant’s Form 8-K, File No. 000-51651, filed with the Commission on March 26, 2010)
10.16    Amendment No. 1 dated September 29, 2010, with an effective date of October 1, 2010, to the Advisory Agreement dated November 28, 2008, by and among, World Monitor Trust III – Series J, Kenmar Preferred Investments Corp. and Eagle Trading Systems Inc. (incorporated by reference to Exhibit 10.16 to Registrant’s Form 8-K, File No. 000-51651, filed with the Commission on October 1, 2010)
10.17    Amendment No. 1 dated September 29, 2010, with an effective date of October 1, 2010, to the Advisory Agreement dated November 28, 2008, by and among, World Monitor Trust III – Series J, Kenmar Preferred Investments Corp. and Graham Capital Management, L.P. (incorporated by reference to Exhibit 10.17 to Registrant’s Form 8-K, File No. 000-51651, filed with the Commission on October 1, 2010)
10.18    Amendment No. 1 dated September 29, 2010, with an effective date of October 1, 2010, to the Advisory Agreement dated July 1, 2009, by and among, World Monitor Trust III – Series J, Kenmar Preferred Investments Corp. and Krom River Investment Management (Cayman) Limited and Krom River Trading AG (incorporated by reference to Exhibit 10.18 to Registrant’s Form 8-K, File No. 000-51651, filed with the Commission on October 1, 2010)
10.19    Amendment No. 1 dated September 29, 2010, with an effective date of October 1, 2010, to the Advisory Agreement dated March 24, 2010 by and among, World Monitor Trust III – Series J, Kenmar Preferred Investments Corp. and Paskewitz Asset Management, LLC (incorporated by reference to Exhibit 10.19 to Registrant’s Form 8-K, File No. 000-5161, filed with the Commission on October 1, 2010)
10.20    Amendment No. 1 dated September 29, 2010, with an effective date of January 1, 2011, to the Advisory Agreement dated May 28, 2009, by and among, World Monitor Trust III – Series J, Kenmar Preferred Investments Corp. and Ortus Capital Management Limited (incorporated by reference to Exhibit 10.20 to Registrant’s Form 8-K, File No. 000-5161, filed with the Commission on October 1, 2010)
10.21    Administrative Services Agreement entered into as of January 27, 2011, by and among GlobeOp Financials Services LLC and World Monitor Trust III – Series J (incorporated by reference to Exhibit 10.21 to Registrant’s Form 10-Q, filed with the Commission on August 15, 2011)
10.22    Middle/Back Office Services Agreement entered into as of January 27, 2011, by and between GlobeOp Financial Services LLC, World Monitor Trust III – Series J and Kenmar Preferred Investments Corp. (incorporated by reference to Exhibit 10.22 to Registrant’s Form 10-Q, filed with the Commission on August 15, 2011)

 

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  14.1    Kenmar Preferred Investments Corp. Code of Ethics (adopted pursuant to Section 406 of Sarbanes Oxley Act of 2002) as of November 29, 2011 (incorporated by reference to Exhibit 14.1 to Registrant’s Annual Report to Form 10-K for the year ended December 31, 2011)
  31.1    Certification pursuant to Exchange Act Rules 13a-14 and 15d-14 (filed herewith)
  31.2    Certification pursuant to Exchange Act Rules 13a-14 and 15d-14 (filed herewith)
  32.1    Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith)
  32.2    Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith)
  99.1    Notice to Unitholders regarding certain changes to the ownership and structure of the Registrant’s underlying managers (incorporated by reference to Exhibit 99.1 to Registrant’s Form 8-K, File No. 000-51651, filed with the Commission on August 17, 2012)
101.INS    XBRL Instance Document
101.SCH    XBRL Taxonomy Extension Schema Document
101.CAL    XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB    XBRL Taxonomy Extension Label Linkbase Document
101.PRE    XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF    XBRL Taxonomy Extension Definition Linkbase Document

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

[Remainder of page left blank intentionally.]

 

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SIGNATURES

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

 

WORLD MONITOR TRUST III – SERIES J    
By:   Kenmar Preferred Investments, L.P.,    
  its Managing Owner    
  By:  

/s/ Kenneth A. Shewer

    Date: November 14, 2012
  Name:   Kenneth A. Shewer    
  Title:   Co-Chief Executive Officer    
    (Principal Executive Officer)    
 

By:

 

/s/ David K. Spohr

    Date: November 14, 2012
  Name:   David K. Spohr    
  Title:   Senior Vice President and Director of Fund Administration    
    (Principal Financial/Accounting Officer)    

 

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