JWH GLOBAL TRUST, S-1/A, 1997-03-17

JWH GLOBAL TRUST
S-1/A, 1997-03-17
COMMODITY CONTRACTS BROKERS & DEALERS

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<PAGE>

As Filed with the Securities and Exchange Commission on March 17, 1997
Registration No. 333-16825

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- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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AMENDMENT NO. 2
TO
FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

JWH GLOBAL TRUST
(Exact name of registrant as specified in its charter)

DELAWARE 6793 36-4113382
- ----------------------- ---------------------------- ----------------------
(State of Organization) (Primary Standard Industrial (I.R.S. Employer
Classification Number) Identification Number)

C/O CIS INVESTMENTS, INC.
233 SOUTH WACKER DRIVE, SUITE 2300
CHICAGO, ILLINOIS 60606
(312) 460-4000
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)

L. CARLTON ANDERSON
CIS INVESTMENTS, INC.
233 SOUTH WACKER DRIVE, SUITE 2300
CHICAGO, ILLINOIS 60606
(312) 460-4000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)

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COPIES TO:
JOSEPH H. HARRISON, JR.
WOON-WAH SIU
SIDLEY & AUSTIN
ONE FIRST NATIONAL PLAZA
CHICAGO, ILLINOIS 60603

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.

<PAGE>

JWH GLOBAL TRUST

CROSS REFERENCE SHEET

ITEM
NO. PROSPECTUS HEADING
- ---- ------------------
1. Forepart of the Registration Statement
and Outside Front Cover Page of
Prospectus. . . . . . . . . . . . . . . Cover Page

2. Inside Front and Outside Back Cover
Pages of Prospectus . . . . . . . . . . Inside Cover Page; Table of
Contents

3. Summary Information, Risk Factors
and Ratio of Earnings to
Fixed Charges . . . . . . . . . . . . . Risk Disclosure Statement;
Summary; Risk Factors; Charges

4. Use of Proceeds . . . . . . . . . . . . Use of Proceeds; The Futures
and Forward Markets

5. Determination of Offering Price . . . . Inside Cover Page; Plan of
Distribution

6. Dilution. . . . . . . . . . . . . . . . Not Applicable

7. Selling Security Holders. . . . . . . . Not Applicable

8. Plan of Distribution. . . . . . . . . . Inside Cover Page; Plan of
Distribution

9. Description of Securities to Be
Registered. . . . . . . . . . . . . . . Cover Page; Redemptions; Net
Asset Value; The Trust and Its
Objectives; The Managing Owner

10. Interests of Named Experts and
Counsel . . . . . . . . . . . . . . . . Legal Matters; Experts

11. Information with Respect to the
Registrant. . . . . . . . . . . . . . . Summary; Risk Factors; The
Trust and Its Objectives; The
Trust and the Trustee;
Investment Factors; The
Managing Owner; Use of
Proceeds; Charges;
Redemptions; Net Asset Value;
Brokerage Arrangement;
Conflicts of Interest; The
Futures and Forward Markets;
Index of Financial Statements

12. Disclosure of Commission Position on
Indemnification for Securities Act
Liabilities . . . . . . . . . . . . . . Not Applicable

<PAGE>

SUBJECT TO COMPLETION
JWH GLOBAL TRUST
$50,000,000 OF UNITS OF BENEFICIAL INTEREST
$10,000,000 MINIMUM

MINIMUM PURCHASE: $5,000 EXCEPT AS PROVIDED BELOW

JWH Global Trust (the "Trust") is a newly-organized Delaware business trust
organized to engage in the speculative trading of futures contracts on
currencies, interest rates, energy and agricultural products, metals and stock
indices, options on such futures contracts, and spot and forward contracts on
currencies and precious metals. CIS Investments, Inc. ("CISI" or "Managing
Owner") will serve as managing owner of the Trust. John W. Henry & Company,
Inc. ("JWH" or "Trading Advisor") will serve as the sole trading advisor of the
Trust. Cargill Investor Services, Inc. ("CIS," "Futures Broker" or "Lead
Selling Agent"), an affiliate of CISI, will act as the Trust's futures broker
and lead selling agent. CIS Financial Services, Inc. ("CISFS" or "Foreign
Currency Broker"), an affiliate of CISI, will act as the Trust's counterparty in
the Trust's spot and forward currency and precious metals trades. See
"Conflicts of Interest."

The Trust will trade in the global futures and forward markets pursuant to
the Trading Advisor's proprietary trading strategies, initially under its
Financial and Metals Portfolio and Original Investment Program (the "Trading
Programs"). The Trust's objective is substantial capital appreciation. There
can be no assurance that the Trust will achieve its objectives or avoid
substantial losses.

The Trust initially will allocate 50% of its assets to each Trading
Program, with quarterly automatic rebalancing by the Trading Advisor between the
Programs. See "John W. Henry & Company, Inc. -- The Trading Programs" for a
discussion of such quarterly rebalancing. Although currently not contemplated,
the Trust may utilize other JWH programs or other combinations of JWH programs
as agreed between CISI and JWH.

The initial sale of the units of beneficial interest (the "Units") will
occur on _________ __, 1997 (subject to extension until up to _________ __, 1997
in the discretion of the Managing Owner), or such earlier date as the Managing
Owner may determine, provided that a minimum of $10,000,000 in subscriptions has
been accepted. Units will initially be offered at $100 per Unit. Once the
Trust has begun operating, Units will be offered for sale as of the last day of
each calendar month at Net Asset Value (assets less liabilities divided by Units
outstanding). The minimum initial investment is $5,000; $2,000 for trustees or
custodians of eligible employee benefit plans and individual retirement accounts
(subject to higher minimums in certain States); and, after the Trust has
commenced trading, $1,000 for existing investors in the Trust (the
"Unitholders"). Incremental investments are permitted in multiples of $100.

AN INVESTMENT IN THE TRUST INVOLVES SIGNIFICANT RISKS, INCLUDING THE FOLLOWING:

* These securities are speculative and involve a high degree of risk. These
securities are suitable for investment only by those investors who can
afford to lose their entire investment. See "Commodity Futures Trading
Commission Risk Disclosure Statement" at page 1 and "Risk Factors" at pages
15 to 24. Past performance is not necessarily indicative of future
results.
* The speculative, volatile and leveraged nature of futures and forward
trading could result in the loss of all or a substantial part of an
investment. See page 15. Trading on foreign futures and forward markets
may involve additional risks. See page 15.
* The Trust has not commenced trading and does not have any performance
history. See page 17.
* The Trust's profitability is dependent on JWH's performance. See pages 17
to 18. JWH's performance has been volatile. See page 19. The single-
advisor structure of the Trust and the positive correlation between the
Trading Programs may further increase the risk of loss. See pages 17 to 18
and page 21.
* The Trust is subject to substantial charges, payable irrespective of
profitability. The Managing Owner estimates that based on the $10,000,000
minimum Trust size the Trust will need to achieve trading profits of
approximately 7.86% (assuming the Trust will earn interest income at the
91-day Treasury bill rate prevailing on or about the date of this
Prospectus) in its first twelve months of trading to offset expenses. See
page 18. See also "Break-even Table" at pages 11 to 13.
* The Trust is subject to certain potential and actual conflicts of interest.
See page 19.

* The Units are not liquid as no market exists for the Units and Unitholders
have limited ability to redeem Units. See page 19.

THE COMMODITY FUTURES TRADING COMMISSION HAS NOT PASSED UPON THE MERITS OF
PARTICIPATING IN THIS POOL NOR HAS THE COMMISSION PASSED ON THE ADEQUACY OR
ACCURACY OF THIS DISCLOSURE DOCUMENT.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------
Selling Commissions,
Organizational and Offering Proceeds to Trust
Price to Public (1) Expenses (2)(3)(4)(5)
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<S> <C> <C> <C>
Prior to Initial Closing, Per Unit $100 (2)(3)(4) $100
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After Initial Closing, Per Unit Net Asset Value (2)(3)(4) Net Asset Value
- ------------------------------------------------------------------------------------------------------------------------------
Minimum Total Proceeds $10,000,000 (2)(3)(4) $10,000,000
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Maximum Total Proceeds $50,000,000 (2)(3)(4) $50,000,000
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</TABLE>

SEE NOTES ON PAGES (i)-(ii).
THE DATE OF THIS PROSPECTUS IS __________, 1997
(NOT FOR USE AFTER _________, 1997)

<PAGE>

Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement
becomes effective. This prospectus shall not constitute an offer to sell or
the solicitation of an offer to buy nor shall there by any sale of these
securities in any State in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of
any such State.

<PAGE>

NOTES TO COVER PAGE

(1) The Units will be sold at $100 per Unit prior to the initial closing
date (the "Initial Offering Period") and thereafter at the Net Asset Value per
Unit as of the last day of each calendar month (the "Ongoing Offering Period").
The $100 initial offering price was arbitrarily determined. Once the Trust has
begun trading, the Net Asset Value per Unit will equal the aggregate Net Assets
of the Trust, reflecting the initial subscription price and the Trust's trading
results net of fees and expenses (all the assets of the Trust will have, except
in highly unusual circumstances, a readily ascertainable market value), divided
by the number of Units outstanding. See "Redemptions; Net Asset Value -- Net
Asset Value" at page 71.

The Units are offered on a "best efforts" basis without any firm
underwriting commitment through Cargill Investor Services, Inc. (the "Lead
Selling Agent"), as well as certain Additional Selling Agents (including those
introduced by "wholesalers" ("Wholesalers")) selected by the Lead Selling Agent
(together with the Lead Selling Agent, the "Selling Agents") with the consent of
the Managing Owner. With the consent of the Managing Owner and the Lead Selling
Agent, certain Additional Selling Agents may distribute Units through
correspondent "introducing brokers."

Units may be sold in each State only by persons appropriately registered as
broker-dealers or exempt from registration in such State.

No Units will be sold unless acceptable subscriptions for at least 100,000
Units ($10,000,000) are received on or before __________ __, 1997 (subject to
extension until up to _________ __, 1997 in the discretion of the Managing
Owner). If no Units are ultimately sold, all subscriptions will be promptly
returned to subscribers with all interest earned thereon while held in escrow.
All subscription funds, plus all interest earned on such funds, will be promptly
returned to subscribers in the event that their subscriptions are rejected.

All investors will have the right to revoke their subscriptions (and
receive a refund of their subscriptions promptly after revocation) for a period
of five business days following receipt of a final Prospectus.

This Prospectus will first be used to solicit investors on or about the
date hereof.

(2) The Trust is not a "no load" fund: the Trust will pay organizational
and initial offering costs up to 2% of its average month-end Net Assets for the
first 60 months of operations and ongoing offering costs up to 0.5% of average
month-end Net Assets in each fiscal year, and early redemption charges apply.

(3) No selling commissions are paid from the proceeds of subscriptions.
The Selling Agents receive, from the Lead Selling Agent, (i) selling commissions
of up to 4% of the subscription price of all Units sold by them and (ii)
provided that they (a) are registered with the Commodity Futures Trading
Commission ("CFTC") as "futures commission merchants" or "introducing brokers"
and (b) sell Units through Registered Representatives who are themselves
registered with the CFTC, have passed either the Series 3 National Commodity
Futures Examination or the Series 31 Futures Managed Funds Examination and agree
to provide certain ongoing services to clients, ongoing compensation of up to 4%
per annum of average month-end Net Asset Value per Unit on Units sold by them
that have been outstanding for twelve months. Such ongoing compensation will
accrue from the first day of the thirteenth month after a particular Unit is
issued and continue for as long as such Unit remains outstanding and will be
payable monthly in arrears. Such ongoing compensation may be deemed to
constitute "underwriting compensation." See "Federal Income Tax Aspects --
Syndication Expenses" at page 81. The selling commissions and ongoing
compensation with respect to Units eligible to be charged the Special Brokerage
Fee Rate as described under "Charges -- Brokerage Fee -- Special Brokerage Fee
Rate" will be up to 2.5% of, respectively, the subscription price and average
month-end Net Asset Value of such Units.

Registered Representatives who are not registered with the CFTC, have not
passed the Series 3 or Series 31 Examination or do not agree to provide ongoing
services to clients in respect of their Units will not be eligible to receive
ongoing compensation. Rather, such Registered Representatives are restricted to
receiving installment selling commissions. The total amount of installment
selling commissions and initial selling commission received by any such
Registered Representative on each Unit sold by him or her may not exceed 9% of
the initial subscription price of the Unit.

The Lead Selling Agent may engage Wholesalers who will introduce Additional
Selling Agents to the Lead Selling Agent, in which case such Wholesalers and
Additional Selling Agents will share the selling commissions and ongoing
compensation (or installment selling commissions) payable on Units sold by such
Additional Selling Agents. Certain Additional Selling Agents may distribute
Units through correspondent "introducing brokers," in which case such

-i-

<PAGE>

Additional Selling Agents share with their respective correspondents the selling
commissions and ongoing compensation (or installment selling commissions)
described above due in respect of Units sold by such correspondents.
Wholesalers and correspondents must either be registered or exempt broker-
dealers (or, in the case of Wholesalers, Registered Representatives thereof) and
must satisfy the same eligibility requirements as those applicable to the
Selling Agents in order to receive ongoing compensation. See "Plan of
Distribution -- The Selling Agents" commencing on page 89.

(4) The Trust's organizational and initial offering costs are estimated to
be approximately $500,000-$600,000. The organizational and initial offering
costs will be advanced by CISI and reimbursed, without interest, to CISI by the
Trust at the initial closing. The actual amount available for trading by the
Trust will be the amount shown as proceeds to the Trust less the amount of such
organizational and initial offering costs. The amount of such organizational
and initial offering costs shall be amortized over 60 months commencing with the
end of the calendar month in which the initial closing occurs (irrespective of
whether such month is a full month). At no month-end will the amount amortized
by the Trust exceed 1/60 of 2% of Net Assets of the Trust as of such month-end.
The amount amortized each month-end shall be the lesser of (i) the product of
(x) one divided by the number of months remaining in the amortization period
times (y) the unamortized balance of the capitalized organizational and initial
offering costs, or (ii) 1/60 of 2% of the month-end Net Assets at that month-
end. If (i) the Trust is terminated prior to the end of such 60-month period,
or (ii) the entire amount of the organizational and initial offering costs
reimbursed to CISI is not amortized at the end of the 60-month period due to the
2% limitation, CISI shall return to the Trust, without interest, an amount equal
to the unamortized balance of the capitalized organizational and initial
offering costs. See also "Use of Proceeds -- Proceeds of Subscriptions" at page
61.

The costs of the ongoing offering of the Units, including the costs of
updating this Prospectus, will be paid by the Trust; provided that the Managing
Owner will absorb all such costs to the extent that they exceed 0.5% of the
Trust's average month-end Net Assets during any fiscal year.

(5) The Trust will maintain an escrow account at The First National Bank
of Chicago, Chicago, Illinois (the "Escrow Agent"). The Selling Agents will
deposit accepted subscription proceeds in escrow, pending investment in the
Units as of the initial closing date or, during the Ongoing Offering Period, as
of the last day of each calendar month, as the case may be.

Interest actually earned on subscriptions while held in escrow will be
invested in the Trust, and investors will be issued additional Units and partial
Units reflecting each investor's attributable share of such interest.

-----------------------

UNTIL _________ ___, 199_, ALL DEALERS EFFECTING TRANSACTIONS IN THE UNITS,
WHETHER OR NOT PARTICIPATING IN THIS DISTRIBUTION, MAY BE REQUIRED TO DELIVER A
PROSPECTUS. THIS IS IN ADDITION TO THE OBLIGATION OF DEALERS TO DELIVER A
PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD
ALLOTMENTS OR SUBSCRIPTIONS.

THE SELLING AGENTS MUST DELIVER ANY SUPPLEMENTED OR AMENDED PROSPECTUS
ISSUED BY THE TRUST DURING THE INITIAL AND ONGOING OFFERING PERIODS.

THIS PROSPECTUS (AFTER THE TRUST BEGINS OPERATING) MUST BE ACCOMPANIED BY
THE MOST CURRENT ACCOUNT STATEMENT (OR PERFORMANCE INFORMATION, CURRENT WITHIN
60 CALENDAR DAYS, RELATING TO THE TRUST) AND, IF APPLICABLE, THE MOST CURRENT
ANNUAL REPORT OF THE TRUST.

-----------------------

NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS, AND,
IF GIVEN OR MADE, ANY SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON
AS HAVING BEEN AUTHORIZED BY THE TRUST, CISI, ANY SELLING AGENT OR ANY OTHER
PERSON.

-ii-

<PAGE>

THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF
AN OFFER TO BUY THE SECURITIES OFFERED HEREBY TO ANY PERSON OR BY ANYONE IN ANY
JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION MAY NOT LAWFULLY BE MADE.

-----------------------

SUBSCRIBERS WILL BE REQUIRED TO MAKE CERTAIN REPRESENTATIONS AND WARRANTIES
IN THE SUBSCRIPTION AGREEMENT AND POWER OF ATTORNEY.

-----------------------

THE BOOKS AND RECORDS OF THE TRUST WILL BE MAINTAINED AT ITS PRINCIPAL
OFFICE, C/O CIS INVESTMENTS, INC., 233 SOUTH WACKER DRIVE, SUITE 2300, CHICAGO,
ILLINOIS 60606, TELEPHONE NUMBER (312) 460-4000. UNITHOLDERS WILL HAVE THE
RIGHT DURING NORMAL BUSINESS HOURS TO HAVE ACCESS TO AND COPY (UPON PAYMENT OF
REASONABLE REPRODUCTION COSTS) SUCH BOOKS AND RECORDS (OTHER THAN RECORDS OF
SPECIFIC TRADES MADE BY THE TRUST) IN PERSON OR BY THEIR AUTHORIZED ATTORNEY OR
AGENT. CISI WILL SEND ALL UNITHOLDERS ANNUAL AND MONTHLY REPORTS COMPLYING WITH
CFTC AND NATIONAL FUTURES ASSOCIATION ("NFA") REQUIREMENTS. THE ANNUAL REPORTS
CONTAIN CERTIFIED AND AUDITED, AND THE MONTHLY REPORTS UNAUDITED, FINANCIAL
INFORMATION.

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JWH GLOBAL TRUST IS NOT A MUTUAL FUND OR ANY OTHER TYPE OF INVESTMENT
COMPANY WITHIN THE MEANING OF THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED,
AND IS NOT SUBJECT TO REGULATION THEREUNDER.

-----------------------

IT IS RECOMMENDED THAT NO SUBSCRIBER SHOULD INVEST MORE THAN 10% OF SUCH
SUBSCRIBER'S "LIQUID" NET WORTH (WHICH EXCLUDES HOME, FURNISHINGS AND
AUTOMOBILES IN THE CASE OF INDIVIDUALS AND INCLUDES ONLY READILY MARKETABLE
SECURITIES IN THE CASE OF ENTITIES) IN THE TRUST.

-----------------------

THE TRUST WILL BE SUBJECT TO THE INFORMATIONAL REQUIREMENTS OF THE
SECURITIES EXCHANGE ACT OF 1934 AND IN ACCORDANCE THEREWITH WILL FILE REPORTS
AND OTHER INFORMATION WITH THE COMMISSION. REPORTS, PROXIES (IF ANY),
INFORMATION STATEMENTS (IF ANY), AND OTHER INFORMATION FILED BY THE TRUST, CAN
BE INSPECTED AND COPIED AT THE PUBLIC REFERENCE FACILITIES MAINTAINED BY THE
COMMISSION AT 450 FIFTH STREET, N.W., WASHINGTON, DC 20549 AND AT ITS
NORTHEAST REGIONAL OFFICE AT 7 WORLD TRADE CENTER, SUITE 1300, NEW YORK, NY
10048 AND AT ITS MIDWEST REGIONAL OFFICE AT CITICORP CENTER, 500 WEST MADISON
STREET, SUITE 1400, CHICAGO, IL 60661. COPIES OF SUCH MATERIAL CAN BE OBTAINED
FROM THE PUBLIC REFERENCE SECTION OF THE COMMISSION, 450 FIFTH STREET, N.W.,
WASHINGTON, DC 20549 AT PRESCRIBED RATES. THE TRUST IS AN ELECTRONIC FILER.
THE COMMISSION MAINTAINS A WEB SITE THAT CONTAINS REPORTS, PROXY AND
INFORMATION STATEMENTS, AND OTHER INFORMATION REGARDING REGISTRANTS THAT FILE
ELECTRONICALLY WITH THE COMMISSION, AT HTTP://WWW.SEC.GOV.

-iii-

<PAGE>

COMMODITY FUTURES TRADING COMMISSION
RISK DISCLOSURE STATEMENT

YOU SHOULD CAREFULLY CONSIDER WHETHER YOUR FINANCIAL CONDITION PERMITS YOU
TO PARTICIPATE IN A COMMODITY POOL. IN SO DOING, YOU SHOULD BE AWARE THAT
FUTURES AND OPTIONS TRADING CAN QUICKLY LEAD TO LARGE LOSSES AS WELL AS GAINS.
SUCH TRADING LOSSES CAN SHARPLY REDUCE THE NET ASSET VALUE OF THE POOL AND
CONSEQUENTLY THE VALUE OF YOUR INTEREST IN THE POOL. IN ADDITION, RESTRICTIONS
ON REDEMPTIONS MAY AFFECT YOUR ABILITY TO WITHDRAW YOUR PARTICIPATION IN THE
POOL.

FURTHER, COMMODITY POOLS MAY BE SUBJECT TO SUBSTANTIAL CHARGES FOR
MANAGEMENT, AND ADVISORY AND BROKERAGE FEES. IT MAY BE NECESSARY FOR THOSE
POOLS THAT ARE SUBJECT TO THESE CHARGES TO MAKE SUBSTANTIAL TRADING PROFITS TO
AVOID DEPLETION OR EXHAUSTION OF THEIR ASSETS. THIS DISCLOSURE DOCUMENT
CONTAINS A COMPLETE DESCRIPTION OF EACH EXPENSE TO BE CHARGED THIS POOL AT PAGES
63 THROUGH 69 AND A STATEMENT OF THE PERCENTAGE RETURN NECESSARY TO "BREAK-
EVEN," THAT IS, TO RECOVER THE AMOUNT OF YOUR INITIAL INVESTMENT, AT PAGES 11 TO
13.

THIS BRIEF STATEMENT CANNOT DISCLOSE ALL THE RISKS AND OTHER FACTORS
NECESSARY TO EVALUATE YOUR PARTICIPATION IN THIS COMMODITY POOL. THEREFORE,
BEFORE YOU DECIDE TO PARTICIPATE IN THIS COMMODITY POOL, YOU SHOULD CAREFULLY
STUDY THIS DISCLOSURE DOCUMENT, INCLUDING A DESCRIPTION OF THE PRINCIPAL RISK
FACTORS OF THIS INVESTMENT, AT PAGES 15 TO 24.

YOU SHOULD ALSO BE AWARE THAT THIS COMMODITY POOL MAY TRADE FOREIGN FUTURES
OR OPTIONS CONTRACTS. TRANSACTIONS ON MARKETS LOCATED OUTSIDE THE UNITED
STATES, INCLUDING MARKETS FORMALLY LINKED TO A UNITED STATES MARKET, MAY BE
SUBJECT TO REGULATIONS WHICH OFFER DIFFERENT OR DIMINISHED PROTECTION TO THE
POOL AND ITS PARTICIPANTS. FURTHER, UNITED STATES REGULATORY AUTHORITIES MAY BE
UNABLE TO COMPEL THE ENFORCEMENT OF THE RULES OF REGULATORY AUTHORITIES OR
MARKETS IN NON-UNITED STATES JURISDICTIONS WHERE TRANSACTIONS FOR THE POOL MAY
BE EFFECTED.

-1-

<PAGE>

JWH GLOBAL TRUST
TABLE OF CONTENTS

Page
----

INDEX OF DEFINED TERMS . . . . . . . . . . . . . . . . . . . . . . . . . . 5
SUMMARY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Risk Factors. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
The Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Objective . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Diversification . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
The Trading Advisor . . . . . . . . . . . . . . . . . . . . . . . . . . 8
The Trading Programs. . . . . . . . . . . . . . . . . . . . . . . . . . 8
The Managing Owner. . . . . . . . . . . . . . . . . . . . . . . . . . . 9
The Offering. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Redemptions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Interest Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
"Break-even Table". . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Federal Income Tax Aspects. . . . . . . . . . . . . . . . . . . . . . . 14
RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
(1) Units Are Speculative Securities. . . . . . . . . . . . . . . . . 15
Futures and Forward Trading . . . . . . . . . . . . . . . . . . . . . . 15
(2) Volatile Markets and Highly Leveraged Trading . . . . . . . . . . 15
(3) Trades on Non-U.S. Commodity Exchanges Subject to Different
Regulations and Risks . . . . . . . . . . . . . . . . . . . . . . 15
(4) Unregulated Markets Lack Regulatory Protections of Exchanges. . . 16
(5) Markets May Be Illiquid . . . . . . . . . . . . . . . . . . . . . 16
(6) Bankruptcy of Futures Broker and Bankruptcy or Default of
Counterparties. . . . . . . . . . . . . . . . . . . . . . . . . . 16
(7) Futures and Forward Trading Has Different Risk Profile
From Those of Certain Traditional Investments . . . . . . . . . . 16
(8) Inability to Engage in EFP Transactions May Adversely Affect
the Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
The Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
(9) All or Substantially all of An Investment Could be Lost;
Past Performance Is Not Necessarily Indicative of Futures
Results . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
(10) The Trust Has No Operating History. . . . . . . . . . . . . . . . 17
(11) Specific Risks Associated with a Single-Advisor Fund. . . . . . . 17
(12) Non-Correlated and Not Negatively Correlated Anticipated
Performance . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
(13) Substantial Charges Payable Regardless of Profitability . . . . . 18
(14) Units Are Not Liquid. . . . . . . . . . . . . . . . . . . . . . . 18
(15) The Trust Is Subject to Conflicts of Interest . . . . . . . . . . 19
(16) Unitholders Have No Role in Management. . . . . . . . . . . . . . 19
The Trading Advisor . . . . . . . . . . . . . . . . . . . . . . . . . . 19
(17) Volatile JWH Trading History. . . . . . . . . . . . . . . . . . . 19
(18) Possible Adverse Effects of Increasing JWH's Assets Under
Management. . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
(19) Limitation of Liability and Indemnification of Trading Advisor. . 20
(20) Uncertainty of Outcome of Litigation. . . . . . . . . . . . . . . 20
The Trading Programs. . . . . . . . . . . . . . . . . . . . . . . . . . 21
(21) Positive Correlation Between The Trading Programs May Increase
Risk of Significant Loss . . . . . . . . . . . . . . . . . . . . 21
(22) Overlap of Markets May Reduce Benefits of Market Diversification. 21
(23) Technical, Trend-Following Trading Programs . . . . . . . . . . . 21
(24) Importance of Market Conditions to Profitability. . . . . . . . . 22
(25) Possible Liquidation of Profitable Positions. . . . . . . . . . . 22
(26) Alteration of Trading Systems and Contracts and Markets Traded. . 22
(27) Mandatory Closing Out of Offsetting Positions . . . . . . . . . . 22
(28) Limited Ability to Describe Proprietary Strategies. . . . . . . . 22
Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
(29) Unitholders Are Taxed on Allocable Trust Income Although Such
Income Is Not Distributed . . . . . . . . . . . . . . . . . . . . 23
(30) Taxation of Interest Income Irrespective of Trading Losses. . . . 23

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<PAGE>

JWH GLOBAL TRUST
TABLE OF CONTENTS (cont'd)

Page
----

RISK FACTORS (cont'd)
(31) Limitations on the Deductibility of "Investment Advisory Fees". . 23
(32) Nondeductibility of "Syndication Expenses". . . . . . . . . . . . 23
(33) Possibility of Tax Audit of Both the Trust and Individual
Unitholders . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
Regulation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
(34) Absence of Regulation Applicable to Investment Companies and
Their Advisers. . . . . . . . . . . . . . . . . . . . . . . . . . 24
(35) Possible Future Regulatory Changes. . . . . . . . . . . . . . . . 24
INVESTMENT FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
Access to JWH and the Trading Programs. . . . . . . . . . . . . . . . . 25
Investment Diversification. . . . . . . . . . . . . . . . . . . . . . . 25
Opportunity to Profit in Declining as Well as in Rising Markets . . . . 25
Interest on Trust Assets. . . . . . . . . . . . . . . . . . . . . . . . 26
Small Minimum Investment; Smaller Minimum Additional Investment . . . . 26
Limited Liability . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Administrative Convenience. . . . . . . . . . . . . . . . . . . . . . . 26
THE TRUST AND ITS OBJECTIVES . . . . . . . . . . . . . . . . . . . . . . . 27
Objectives. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
The Managing Owner's Discussion and Analysis of the Trust's Prospective
Financial Condition and Results of Operations . . . . . . . . . . 28
THE MANAGING OWNER . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
JOHN W. HENRY & COMPANY, INC.. . . . . . . . . . . . . . . . . . . . . . . 30
Background. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
A Disciplined Investment Philosophy . . . . . . . . . . . . . . . . . . 30
Principals. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
The Investment Policy Committee . . . . . . . . . . . . . . . . . . . . 34
Legal Concerns. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
Ethical Concerns. . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
Trading Techniques. . . . . . . . . . . . . . . . . . . . . . . . . . . 36
Program Modifications . . . . . . . . . . . . . . . . . . . . . . . . . 36
Leverage. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
Additions, Redemption and Reallocation of Capital for Pool Accounts . . 37
The Trading Programs. . . . . . . . . . . . . . . . . . . . . . . . . . 37
Other Programs Developed by JWH . . . . . . . . . . . . . . . . . . . . 38
JWH Programs: Performance Summaries and Monthly Rates of Return . . . . 40
The Trading Advisory Agreement. . . . . . . . . . . . . . . . . . . . . 59
FIDUCIARY OBLIGATIONS OF THE MANAGING OWNER. . . . . . . . . . . . . . . . 60
Nature of Fiduciary Obligations; Conflicts of Interest. . . . . . . . . 60
Remedies Available to the Unitholders . . . . . . . . . . . . . . . . . 60
USE OF PROCEEDS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
Proceeds of Subscriptions . . . . . . . . . . . . . . . . . . . . . . . 61
Speculative Trading . . . . . . . . . . . . . . . . . . . . . . . . . . 61
Maintenance of Assets; Interest Income. . . . . . . . . . . . . . . . . 62
CHARGES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63
Charges Paid by The Trust . . . . . . . . . . . . . . . . . . . . . . . 63
Organization and Initial Offering Costs . . . . . . . . . . . . . . . . 64
Brokerage Fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
Ongoing Offering Costs. . . . . . . . . . . . . . . . . . . . . . . . . 67
Management Fee. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67
Incentive Fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67
Administrative Expenses . . . . . . . . . . . . . . . . . . . . . . . . 68
Extraordinary Expenses. . . . . . . . . . . . . . . . . . . . . . . . . 68
Charges Paid by Others. . . . . . . . . . . . . . . . . . . . . . . . . 68
Brokerage Fee for Currency and Precious Metals Trading. . . . . . . . . 68

-3-

<PAGE>

JWH GLOBAL TRUST
TABLE OF CONTENTS (cont'd)
Page
----

Selling Commissions and Ongoing Compensation. . . . . . . . . . . . . . 68
Redemption Charges. . . . . . . . . . . . . . . . . . . . . . . . . . . 69
BROKERAGE ARRANGEMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . 69
The Futures Broker. . . . . . . . . . . . . . . . . . . . . . . . . . . 69
The Foreign Currency Broker . . . . . . . . . . . . . . . . . . . . . . 70
REDEMPTIONS; NET ASSET VALUE . . . . . . . . . . . . . . . . . . . . . . . 70
Redemptions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70
Net Asset Value . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71
THE TRUST AND THE TRUSTEE. . . . . . . . . . . . . . . . . . . . . . . . . 72
Principal Office; Location of Records . . . . . . . . . . . . . . . . . 72
Certain Aspects of the Trust. . . . . . . . . . . . . . . . . . . . . . 72
The Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72
Management of Trust Affairs; Voting by Unitholders. . . . . . . . . . . 73
Recognition of the Trust in Certain States. . . . . . . . . . . . . . . 73
Possible Repayment of Distributions Received by Unitholders;
Indemnification of the Trust by Unitholders . . . . . . . . . . . 74
Transfers of Units Restricted . . . . . . . . . . . . . . . . . . . . . 74
Reports to Unitholders. . . . . . . . . . . . . . . . . . . . . . . . . 74
General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74
CONFLICTS OF INTEREST. . . . . . . . . . . . . . . . . . . . . . . . . . . 75
General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75
Relationship of the Managing Owner, the Futures Broker
and the Foreign Currency Broker . . . . . . . . . . . . . . . . . 75
Other Commodity Pools and Accounts. . . . . . . . . . . . . . . . . . . 76
Commodity Transactions of Affiliates and Customers of the Futures
Broker. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76
Other Activities of CIS, the Managing Owner, JWH and Their Officers and
Employees . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76
The Selling Agents. . . . . . . . . . . . . . . . . . . . . . . . . . . 76
Indemnification and Standard of Liability . . . . . . . . . . . . . . . 77
FEDERAL INCOME TAX ASPECTS . . . . . . . . . . . . . . . . . . . . . . . . 77
PURCHASES BY EMPLOYEE BENEFIT PLANS. . . . . . . . . . . . . . . . . . . . 83
THE FUTURES AND FORWARD MARKETS. . . . . . . . . . . . . . . . . . . . . . 85
PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . 88
Subscription Procedure. . . . . . . . . . . . . . . . . . . . . . . . . 88
Subscribers' Representations and Warranties . . . . . . . . . . . . . . 89
The Selling Agents. . . . . . . . . . . . . . . . . . . . . . . . . . . 89
LEGAL MATTERS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 91
EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 91
REPORTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 91
ADDITIONAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . 91
INDEX OF FINANCIAL STATEMENTS. . . . . . . . . . . . . . . . . . . . . . . 92
PERFORMANCE OF OTHER CISI-SPONSORED FUNDS. . . . . . . . . . . . . . . . . 105

APPENDIX I: "BLUE SKY" GLOSSARY
EXHIBIT A: SECOND AMENDED AND RESTATED DECLARATION AND AGREEMENT OF TRUST
EXHIBIT B: SUBSCRIPTION REQUIREMENTS
EXHIBIT C: SUBSCRIPTION AGREEMENT AND POWER OF ATTORNEY (WITH REDEMPTION
REQUEST)

--------------------------------
CIS INVESTMENTS, INC.
233 South Wacker Drive, Suite 2300
Chicago, Illinois 60606
(312) 460-4000

MANAGING OWNER

-4-
<PAGE>
INDEX OF DEFINED TERMS

A NUMBER OF DEFINED OR SPECIALIZED TERMS ARE USED IN THIS PROSPECTUS.
THE RESPECTIVE DEFINITIONS OR DESCRIPTIONS OF SUCH TERMS MAY BE FOUND ON
THE FOLLOWING PAGES OF THIS PROSPECTUS.

PAGE(S)
-------

Additional Selling Agents. . . . . . . . . . . . . . . . . . . . . . . . . . -i-
Administrative expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . .68
"Break-even" table . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .11
Brokerage Fee. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .65
Brokerage Fee Excess . . . . . . . . . . . . . . . . . . . . . . . . . . . . .66
CEA. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
CFTC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -i-
CIS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Cover Page
CISFS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Cover Page
CISI . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Cover Page
Correspondent. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -i-
Custodian. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .11
Futures Broker . . . . . . . . . . . . . . . . . . . . . . . . . . . .Cover page
Clearinghouse. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .85
Code . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .73
Daily limits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .86
Declaration and Agreement of Trust . . . . . . . . . . . . . . . . . . . 70, A-1
"EFPs" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17,85
Eligible Unitholder. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .65
Employee benefit plan. . . . . . . . . . . . . . . . . . . . . . . . . . . . .83
ERISA. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .83
Escrow Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .-ii-
Financial and Metals Portfolio . . . . . . . . . . . . . . . . . . . . . . 8, 38
Foreign Currency Broker. . . . . . . . . . . . . . . . . . . . . . . .Cover Page
Forward Contracts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .85
Futures Contracts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .85
High Water Marks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .67
Incentive Fee. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .67
Initial margin . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .86
Initial Offering Period. . . . . . . . . . . . . . . . . . . . . . . . . . . -i-
IRS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .23
JWH. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Cover Page
Lead Selling Agent . . . . . . . . . . . . . . . . . . . . . . . . . .Cover Page
Management Fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .67
Managing Owner . . . . . . . . . . . . . . . . . . . . . . . . . . . .Cover Page
Margin . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .86
Margin call. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .86
NASAA. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .59
Net Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .71
Net Asset Value. . . . . . . . . . . . . . . . . . . . . . . . . . . . . -i-, 71
New Trading Profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .67
NFA. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Ongoing compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . .68
Ongoing offering costs . . . . . . . . . . . . . . . . . . . . . . . . . . . .67
Ongoing Offering Period. . . . . . . . . . . . . . . . . . . . . . . . . . . -i-
Organizational and initial offering
cost reimbursement . . . . . . . . . . . . . . . . . . . . . . . . . . -i-, 64
Organizational and initial offering
cost amortization. . . . . . . . . . . . . . . . . . . . . . . . . . . .-i-,64
Original Investment Program. . . . . . . . . . . . . . . . . . . . . . . . 8, 38
Principals' markets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .86
Redemption charges . . . . . . . . . . . . . . . . . . . . . . . . . . . .10, 69
Selling Agents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -i-
Selling commissions. . . . . . . . . . . . . . . . . . . . . . . . . . . -i-, 68
Special Brokerage Fee Rate . . . . . . . . . . . . . . . . . . . . . . . . . .65
Speculative position limits. . . . . . . . . . . . . . . . . . . . . . . . . .86
Trading Advisor. . . . . . . . . . . . . . . . . . . . . . . . . . . .Cover Page
Trading Advisory Agreement . . . . . . . . . . . . . . . . . . . . . . . . . .59
Trading Programs . . . . . . . . . . . . . . . . . . . . . . . . . . .Cover Page
Trend-following. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .87
Trust. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Cover Page
Unitholder(s). . . . . . . . . . . . . . . . . . . . . . . . . . . . .Cover Page
Units. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Cover Page
Variation margin . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .86
Wholesalers. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -i-
Withdrawn Profits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .67
"Zero-sum" trading . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .16

-5-
<PAGE>

JWH GLOBAL TRUST

SUMMARY

THE FOLLOWING SUMMARY IS INTENDED TO HIGHLIGHT CERTAIN INFORMATION
CONTAINED IN THIS PROSPECTUS AND IS QUALIFIED IN ITS ENTIRETY BY THE MORE
DETAILED INFORMATION APPEARING ELSEWHERE IN THIS PROSPECTUS. INVESTORS SHOULD
CAREFULLY READ THE ENTIRE PROSPECTUS AND CAREFULLY CONSIDER THE INFORMATION SET
FORTH UNDER THE HEADING "RISK FACTORS."

RISK FACTORS

An investment in the Trust is speculative and involves a high degree of
risk. The following are, in the opinion of the Managing Owner, some of the
significant risks associated with investing in the Trust. A more detailed list
of the relevant risk factors is set forth under "Risk Factors" at pages 15
through 24 of this Prospectus.

* Futures and forward trading is speculative, highly volatile and highly
leveraged. Investors may lose all or a substantial part of their
investment. Trading on foreign futures and forward contract markets
involves additional risks, including the lack of regulatory protection for
trading in certain foreign markets, exchange rate risk, risk of
expropriation, credit and investment controls and counterparty credit risk.
See "Risk Factors -- Futures and Forward Trading" at pages 15 to 17.

* The Trust has not commenced trading and has no performance history.
Therefore, investors have no information concerning the Trust's actual
results of operation on which to base their investment decision. See "Risk
Factor (10) -- The Trust Has No Operating History" at page 17. Although
both Trading Programs to be utilized initially by the Trust have been in
continuous operation for over 10 years, past performance is not necessarily
indicative of future results.

* The Trust is a single-advisor fund, which is considered by some to involve
higher risk than multi-advisor funds. The Trust's profitability depends on
JWH's trading performance. There can be no assurance that the Trust will
have the continued services of JWH and its key principals. JWH's past
performance has exhibited significant volatility. The Trust could incur
large losses over short-term periods. See "Risk Factors -- The Trust" at
pages 17 to 19 and "-- The Trading Advisor" at pages 19 to 20.

* In addition, the positive correlation between the Trading Programs (because
they trade in some of the same markets and are both technical, trend
following programs) may further increase the risk of loss because it
potentially reduces the benefit of diversification. See "Risk Factors --
The Trading Programs" at pages 21 to 22.

* The Trust is subject to substantial charges, payable regardless of
profitability. The Managing Owner estimates that based on the $10,000,000
minimum Trust size the Trust will need to achieve trading profits of 7.86%
(assuming the Trust will earn interest income at the 91-day Treasury bill
rate prevailing on or about the date of this Prospectus) in its first
twelve months of trading to offset the Brokerage Fee, Management Fee,
organizational and initial offering cost amortization, ongoing offering
costs and administrative costs. Furthermore, the quarterly Incentive Fee
is calculated on the trading profit of the Trust as a whole, not on the Net
Asset Value of Units held by each Unitholder, which, together with possible
misallocation of trading profits due to timing of purchase and redemption
of Units, could cause an Incentive Fee to be assessed on Units of a
Unitholder even though such Units have declined in value. See "Risk Factor
(13) -- Substantial Charges Payable Regardless of Profitability" at page 18
and "Charges" at pages 63 through 69.

* The Trust is subject to a number of potential and actual conflicts of
interest. The Trust's Futures Broker and Foreign Currency Broker are
affiliates of the Managing Owner. No formal mechanism is in place to
resolve the conflicts of interest that may arise due to the affiliation of
these parties. However, the Managing Owner is subject to restrictions
imposed on "fiduciaries" under both statutory and common law. See "Risk
Factor (15) -- The Trust Is Subject to Conflicts of Interest" at page 19.

* No market exists for the Units. Units are redeemable only at month-end.
Redemption requests must be received by CISI on or before the 20th of a
month (or if the 20th is not a business day, the next business day) to
effect redemption as of such month-end. Given the volatile nature of the
investment, the Net Asset Value could vary significantly between the date
on which redemption is requested and the date on which redemption occurs.
In addition, a redemption charge of 3% applies to Units redeemed at or
prior to the end of the eleventh full month after they are issued. See
"Risk Factor (14) -- Units Are Not Liquid" at page 19.

-6-

<PAGE>

THE TRUST JWH Global Trust is a newly-organized Delaware business
trust whose objective is to achieve substantial capital
appreciation through speculative trading of futures,
options on futures, and spot and forward contracts in
global markets. It is the primary public vehicle
through which U.S. regional brokerage firms market on an
open-ended basis investment strategies of John W. Henry
& Company, Inc., the Trust's sole trading advisor. The
Trust will provide access to multiple JWH programs. The
Trust's offices are located at c/o CIS Investments,
Inc., 233 South Wacker Drive, Suite 2300, Chicago,
Illinois 60606; telephone (312) 460-4000.

The Trust aims to achieve its objectives using the
Financial and Metals Portfolio and the Original
Investment Program, two of the longest established
proprietary JWH programs, both of which have been
trading client funds for more than a decade.

OBJECTIVE While the Trust has the primary objective of substantial
capital appreciation by identifying and exploiting
trends in the markets it trades, it will at the same
time strive to reduce volatility and risk of loss by
participating in broadly diversified global markets and
implementing the Trading Programs' risk control
policies. If the Trust is able to preserve capital
during periods of unfavorable, non-trending markets, it
has the potential to benefit from major price movements
in a wide range of global markets when, from time to
time, such trends do occur.

JWH will take a long-term perspective of the markets in
seeking to achieve the Trust's objectives. The Trust
will not be managed in a manner likely to produce
significant short-term profits. On the contrary, JWH
anticipates that the Trust may incur major short-term
losses from time to time even if it succeeds in
achieving its cumulative performance objective over
time. CISI and JWH recommend that only those investors
who are prepared to make at least a medium- to long-term
(minimum two-year) commitment to the Trust should
consider purchasing Units.

JWH is typically available to manage individual accounts
of substantial size -- $1,000,000 or more. Investors in
the Trust will gain access to JWH with a minimum
investment of only $5,000, or $2,000 in the case of
trustees or custodians of eligible employee benefit
plans and individual retirement accounts. In addition
to providing access to JWH, the small minimum
requirement also means that investors need not commit a
significant amount of assets in order to participate in
speculative trading of futures interests.

DIVERSIFICATION The Trust offers a potentially valuable means of
diversification from traditional investments. Investors
in the Trust will have the opportunity to participate in
markets which are typically not represented in an
individual's portfolio and which (because futures and
forward contracts can be traded on both the long and
short sides) offer profit potential in both rising and
falling markets. In addition, the Trading Programs
trade in a large number of global markets and sectors,
providing broad diversification in the Trust's trading
despite its single-advisor structure. This market and
geographical diversification means that the Trust's
performance is not dependent on any single sector or any
single nation's economy or currency. See "John W. Henry
& Company, Inc. -- The Trading Programs" at pages 37 to
38 for the markets traded by the Trading Programs.

The expected lack of correlation between the performance
of the Trust and the performance of the general equity
and debt markets suggests that, if the Trust is
successful, allocating a portion of one's investment
portfolio to the Trust may provide real portfolio
diversification that enhances returns while decreasing
overall portfolio volatility. However, over certain
periods of time this investment may be directly
correlated with the movements in the general equity and
debt markets. See "Investment Factors -- Investment
Diversification" at page 25.

THE TRADING ADVISOR JWH is one of the largest advisors in the managed
futures industry with more than $2.0 billion of assets
under management as of January 31, 1997. It has been
continuously managing client funds in the futures and
forward markets for over 15 years. JWH has achieved
substantial profits under a variety of different market
conditions and through a variety of different programs
including the Original Investment Program and the
Financial and Metals Portfolio, the two programs that
will be utilized by the Trust initially. In investing
in the Trust, Unitholders will have the opportunity to
place assets with one of the world's most experienced
global futures and foreign exchange trading managers.

-7-

<PAGE>

JWH manages capital in commodities, interest rate and
foreign exchange markets on a 24-hour basis for
international banks, brokerage firms, pension funds,
institutions, and high-net-worth individuals. JWH
trades a wide range of futures and forward contracts in
the United States, Europe and Asia, and has grown to be
among the largest advisors, in terms of amount of assets
under management in its industry. For information about
JWH and JWH programs, see "John W. Henry & Company,
Inc." commencing at page 30.

THE TRADING ORIGINAL INVESTMENT PROGRAM. The first program
PROGRAMS offered by JWH, this program began trading in October
1982 and has an annualized net return of 18.2% from
inception to January 31, 1997. It is a broadly
diversified portfolio giving access to a diverse group
of financial and non-financial markets on U.S. and non-
U.S. exchanges. Based on the results of extensive
research, this Trading Program's composition was revised
in July 1992 to include additional global markets and an
increased weighting in financial sectors. The Trading
Program uses proprietary methodologies to attempt to
identify price trends in financial markets and holds
either long or short positions at all times in every
market in which it participates. As of January 31,
1997, JWH had approximately $265 million under
management in the Original Investment Program.

Markets and Sectors Traded at January 31, 1997

U.S. Interest Rates Pacific Rim Interest Rates
Metals European Interest Rates
Agriculture Foreign Exchange
Energy Stock Indices

FINANCIAL AND METALS PORTFOLIO. The Financial and
Metals Portfolio started trading in October 1984 and has
an annualized net return of 41.6% from inception to
January 31, 1997. This Trading Program seeks to
capitalize on sustained moves in global financial
markets utilizing JWH's proprietary methodologies to
attempt to identify price trends in financial markets
and at times may not be fully invested while waiting for
price trends to develop. As of January 31, 1997, JWH
had approximately $1.2 billion under management in the
Financial and Metals Portfolio.

Markets and Sectors Traded at January 31, 1997

Pacific Rim Interest Rates European Interest Rates
U.S. Interest Rates Foreign Exchange
Metals Stock Indices

INVESTORS SHOULD NOT TREAT THE TRUST AS A MEANS OF
PARTICIPATING IN ANY ONE SPECIFIC MARKET SECTOR.

-8-

<PAGE>

HISTORICAL PERFORMANCE OF THE TRADING PROGRAMS

(Ending 1/31/97)
--------------------------------------------------
Annualized Return 5-Year
------------------------------------- Correlation*
1-Year 3-Year 5-Year 10-Year to S&P 500
------ ------ ------ ------- -----------
JWH Programs
- ------------
Original Investment Program 20.5% 23.6% 24.9% 19.9% -0.06
Financial and Metals
Portfolio 27.7% 22.3% 23.2% 38.3% 0.04

Benchmark Comparison
- --------------------
LBGBI(a) -1.5% 5.1% 9.3% 9.0% 0.44
S&P 500 (Total Return)(b) 26.4% 20.8% 17.1% 14.5% 1.00

* Correlation is measured as the correlation of
monthly returns to the S&P 500 over 5 years ending
January 31, 1997. However, LOW- OR NON-
CORRELATION IS NOT NEGATIVE CORRELATION. Non-
correlation means only that the performance of a
Trading Program may or may not be similar to that
of the general financial markets, not that there
should be an inverse relationship between them.
See "Risk Factor (12) -- Non-Correlated and Not
Negatively Correlated Anticipated Performance" at
page 18.
(a) LBGBI is the Lehman Brothers' Long-Term Government
Bond Index as published by Lehman Brothers
International.
(b) S&P 500 is the Standard & Poor's Stock Index (Total
Return) as published by S&P Comstock.

The Trading Programs' historical returns are net of
all fees and commissions and are inclusive of interest
income. Annualized return is derived by compounding
the monthly rates of return over the number of months
in a given year, and is not the sum or average of the
monthly rates of return. The information in the above
chart is not representative of the past performance of
any one account. Rather, this information makes use of
the data provided in each Trading Program's performance
record, which is the composite of the actual
performance of all the accounts trading in the Trading
Program.

Comparison with the benchmarks does not reflect the
different tax treatment or risk characteristics of each
investment. Futures trading is speculative and involves
substantial risk. See "Risk Factor (7) -- Futures and
Forward Trading Has Different Risk Profile From Those of
Certain Traditional Investments" at page 16 and "Risk
Factor (29) -- Unitholders Are Taxed On Allocable Trust
Income Although Such Income Is Not Distributed" at page
23.

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE
RESULTS.

The Trust will initially allocate its assets equally
between the Trading Programs. Thereafter, JWH will
automatically rebalance Trust assets equally between the
Trading Programs at the end of each quarter. For
historical performance information concerning the
Trading Programs, see "John W. Henry & Company, Inc. --
JWH Programs: Performance Summaries and Monthly Rates of
Return" commencing on page 40. Although currently not
contemplated, CISI and JWH may agree to alter the
allocation of Trust assets between the Trading Programs
from time to time, to delete a Trading Program or add
other JWH programs. See "The Trust and Its Objectives
-- Objectives" at page 27 for a discussion of possible
changes in Trust asset allocation.

THE MANAGING OWNER The managing owner and commodity pool operator of the
Trust is CIS Investments, Inc. CISI was incorporated in
Delaware in 1983 and is an affiliate of Cargill Investor
Services, Inc., the Trust's futures broker. CISI is
registered with the CFTC under the Commodity Exchange
Act, as amended (the "CEA"), as a commodity pool
operator and is a member of the National Futures
Association ("NFA"). CISI currently operates two public
commodity pools jointly with IDS Futures Corporation and
one private commodity pool. CISI maintains its
principal office at 233 South Wacker Drive, Suite 2300,
Chicago, Illinois 60606; telephone (312) 460-4000. See
"The Managing Owner" commencing at page 29.

-9-

<PAGE>

THE OFFERING Units are offered at $100 per Unit during the three-
month Initial Offering Period (which may be terminated
earlier or extended for up to three additional months at
the discretion of CISI). No Units will be sold unless
acceptable subscriptions for at least 100,000 Units
($10,000,000) are received during the Initial Offering
Period. There can be no assurance that the minimum
number of Units that must be sold for the Trust to begin
trading will, in fact, be sold.

Units will be sold as of each month-end at their Net
Asset Value during the Ongoing Offering Period.
Subscriptions must be received by the Managing Owner no
later than the 20th day of a month (or, if the 20th is
not a business day, the next business day) for Units to
be sold as of the end of that month.

Initial minimum investment is $5,000; $2,000 for
trustees or custodians of eligible employee benefit
plans and individual retirement accounts. Incremental
initial investments are permitted in multiples of $100.
Once the Trust has commenced trading, existing investors
subscribing for additional Units may do so in $1,000
minimums, also with $100 increments. Units are sold in
fractions calculated to five decimal places.

Subscribers must complete, execute and deliver to their
Selling Agents the Subscription Agreement and Power of
Attorney Signature Page which accompanies this
Prospectus. THE SUBSCRIPTION AGREEMENT AND POWER OF
ATTORNEY REQUIRES INVESTORS TO MAKE CERTAIN SPECIFIED
REPRESENTATIONS AND WARRANTIES. SUBSCRIBERS SHOULD
CAREFULLY READ (i) EXHIBIT B -- SUBSCRIPTION
REQUIREMENTS, (ii) EXHIBIT C -- SUBSCRIPTION AGREEMENT
AND POWER OF ATTORNEY AND (iii) THE SUBSCRIPTION
AGREEMENT AND POWER OF ATTORNEY SIGNATURE PAGE WHICH
ACCOMPANIES THIS PROSPECTUS IN ADDITION TO REVIEWING
THIS ENTIRE PROSPECTUS CAREFULLY BEFORE THEY DECIDE
WHETHER TO INVEST IN THE UNITS. See "Plan of
Distribution -- Subscription Procedure" at pages 88 to
89.

REDEMPTIONS Unitholders have the option to redeem Units at their Net
Asset Value as of the end of any calendar month,
provided written notice is received by CISI on or before
the 20th of such month (or, if the 20th is not a
business day, the next business day), subject to early
redemption charges of 3% of redemption-date Net Asset
Value through the end of the eleventh full calendar
month after Units are sold. All such charges are paid
to CIS.

Units subscribed for are considered sold, for purposes
of determining whether redemption charges apply, as of
the day subscription funds are released from escrow
(which, in the case of Units subscribed for during the
Initial Offering Period, will be the day the Trust
begins trading and, in the case of Units subscribed for
during the Ongoing Offering Period, will be the last day
of a calendar month), not the day subscriptions for such
Units are accepted or subscription funds are deposited
into escrow.

See "Redemptions; Net Asset Value -- Redemptions" at
pages 70 to 71.

DISTRIBUTIONS Distribution of profits, which is currently not
contemplated, will be made at the discretion of the
Managing Owner. There is no assurance that any
distribution will be made. Tax liabilities incurred by
a Unitholder as a result of profitable trading by the
Trust may exceed distributions, if any, the Unitholder
receives from the Trust. See "Risk Factor (29) --
Unitholders Are Taxed on Allocable Trust Income Although
Such Income Is Not Distributed" at page 23.

CHARGES The Trust will pay substantial charges. The Brokerage
Fee, Management Fee, Incentive Fee (even in "break-even"
or losing years), administrative expenses,
organizational and initial offering cost amortization
and ongoing offering costs together are estimated to
total approximately 12.62% of the Trust's average month-
end assets; and a 3% redemption charge will be in effect
through the end of the eleventh full month after a Unit
is sold. Although these charges will be offset in part
by interest earned on the Trusts assets, at current
interest rates, the charges to which the Trust will be
subject will exceed the interest it will earn on its
assets.

The Trust will pay CIS a monthly flat-rate Brokerage Fee
at an annual rate of 6.5% (or approximately 0.542% per
month) of the Trust's month-end assets after deduction
of the Management Fee. However, eligible Unitholders
will be charged a lower Special Brokerage Fee

-10-

<PAGE>

Rate with respect to some or all of their Units as
described under "Charges -- Brokerage Fee -- Special
Brokerage Fee Rate" at pages 65 to 66.

JWH will receive a monthly Management Fee of 4% per
annum (or approximately 0.333% per month) of the Trust's
month-end assets after deduction of a portion of the
Brokerage Fee at the annual rate of 1.25% (rather than
6.5%) of month-end assets. JWH will also be paid a
quarterly Incentive Fee equal to 15% of New Trading
Profit after deduction of the Brokerage Fee at the
annual rate of 1.25% of month-end assets and the
Management Fee.

The Trust will amortize organizational and initial
offering cost reimbursement over the first 60 months of
the Trust's operations, up to a limit at each month-end
of 1/60 of 2% of Net Assets as of such month-end. In
addition, the Trust will pay its administrative expenses
(estimated at 0.6% of average month-end Net Assets based
on the $10,000,000 minimum Trust size), ongoing offering
costs of up to 0.5% of average month-end Net Assets and,
if any, extraordinary costs.

For a description of the charges payable by the Trust,
see "Charges" commencing at page 63.

INTEREST INCOME CIS and CISFS will credit the Trust, as of each month-
end, with interest on the Trust's assets deposited with
CIS and CISFS at 100% of the 91-day Treasury bill rate
for deposits denominated in dollars and at the rates
agreed between the Trust and CIS and CISFS for deposits
denominated in other currencies. See "Use of Proceeds
-- Maintenance of Assets; Interest Income" at page 62.

The Managing Owner may determine to deposit a portion of
the Trust's assets in an account in the name of the
Trust at a bank ("Custodian") and engage a cash manager
to provide cash management services with respect to such
assets. The fees of such cash manager will be paid by
the Trust. CIS has agreed to credit the account of the
Trust at each month-end the amount, if any, by which
returns (net of fees of the cash manager) for such month
on Trust assets held by a Custodian are less than the
return that would have been realized by the Trust had
such assets been deposited with CIS.

"BREAK-EVEN TABLE" "The following "Break-even Table" is calculated pursuant
to applicable CFTC and NFA requirements and reduces the
12-month expense "load" by the interest income estimated
to be earned by the Trust (i.e., assuming no offsetting
trading losses).

The "Break-even Table" as presented is based on the
$10,000,000 minimum Trust size. The Trust's
capitalization does not directly affect the level of
charges based on percentage of assets or Net Assets and
percentage of New Trading Profit, which will equal
approximately the same percentage of the Trust's equity,
whatever its size. Trust size will affect the level
(expressed as a percentage of Trust assets) of fixed
dollar amount expenses, which include organizational and
initial offering cost reimbursement amortization and
ongoing offering costs (both of which are assumed in the
"Break-even Table" to equal the maximum permissible
percentages of the Trust's Net Assets).

As further discussed under "Charges," while the Trust's
expenses are directly, and its profits and losses
generally, related to its month-end assets or Net
Assets, neither has (except at the commencement of
trading) any connection with the initial Net Asset Value
per Unit (or the amount of an initial subscription). In
order for Column II in the "Break-even Table" to present
absolute dollar amount "break-even" figures, it has been
assumed that the average month-end Net Assets
attributable to an initial investment during the 12-
month "break-even" period equals the amount of such
initial investment. This is unlikely to be the case in
fact.

THERE IS NO ASSURANCE THAT THE ANTICIPATED PERCENTAGES
OF EXPENSES WILL IN FACT BE INCURRED BY THE TRUST.
INVESTORS SHOULD NOT INTERPRET THESE ESTIMATES AS
REPRESENTATIONS BY THE TRUST OF THE ACTUAL AMOUNTS OF
OPERATING EXPENSES OF THE TRUST. IN ADDITION, NO
ASSURANCE CAN BE GIVEN THAT THE EXPENSES TO BE INCURRED
BY THE TRUST WILL NOT EXCEED THE ESTIMATED AMOUNTS OR
THAT THERE WILL NOT BE ANY OTHER EXPENSES.

-11-

<PAGE>

The following "Break-even Table" indicates the approximate percentage and
dollar returns from trading required for the redemption value of an initial
$5,000 investment in the Units to equal, twelve months after issuance, the
amount originally invested ("break-even" level). Column I shows the approximate
effective rates of return on average month-end assets the Trust is required to
earn from trading for a Unitholder to break-even in the first twelve months of
investment. The last row is included to show the approximate percentage and
dollar returns from trading required IF UNITS ARE REDEEMED AT OR BEFORE THE END
OF THE ELEVENTH FULL MONTH AFTER ISSUANCE.

<TABLE>
<CAPTION>
COLUMN I COLUMN II
PERCENTAGE RETURN REQUIRED DOLLAR RETURN REQUIRED
ROUTINE EXPENSES (1) FIRST TWELVE MONTHS OF ($5,000 INITIAL INVESTMENT)
INVESTMENT FIRST TWELVE MONTHS OF INVESTMENT
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Brokerage Fees (2) 6.24% $ 312.00
Management Fee (3) 3.95 197.50

Incentive Fee (4) 1.11 55.50
Administrative Expenses (5) 0.53 26.50

Organizational and Initial Offering Cost
Amortization (6) 0.35 17.50

Ongoing Offering Costs (7) 0.44 22.00
Less Interest Income (8) (4.76) (238.00)

RETURN ON $5,000 INITIAL INVESTMENT REQUIRED
FOR "BREAK-EVEN" IF UNITS ARE HELD AT LEAST 7.86% $ 393.00
TWELVE MONTHS

IF EARLY REDEMPTION CHARGE APPLIES:

Redemption charge (9) 3.10% $155.00

RETURN ON $5,000 INITIAL INVESTMENT REQUIRED
FOR "BREAK-EVEN" IF UNITS ARE REDEEMED ON OR 10.96% $ 548.00
BEFORE THE END OF 11TH FULL MONTH (10)
</TABLE>

NOTES TO "BREAK-EVEN TABLE":

(1) See "Charges" at pages 63 through 69 for an explanation of the expenses
included in the "Break-even Table."

(2) Assumes the standard flat-rate Brokerage Fee at 6.5% of the Trust's month-
end assets after deduction of the Management Fee at the annual rate of
3.95% of month-end assets but before deduction of administrative expenses,
Incentive Fee, ongoing offering costs, and organizational and initial
offering cost amortization. Calculation in such manner results in an
effective Brokerage Fee rate of 6.24% of the Trust's average month-end
assets per annum for purposes of break-even analysis. Certain investors
are eligible to pay the lower Special Brokerage Fee Rate as described under
"Charges -- Brokerage Fee -- Special Brokerage Fee Rate" commencing on page
65; the "break-even" level applicable to such investors will be lower.

(3) The Trust will pay JWH a Management Fee at a rate of 4% per annum of the
Trust's month-end assets after deduction of a portion of the Brokerage Fee
at per annum rate of 1.25% (rather than 6.5%) of month-end assets.
Calculating the Management Fee in this manner results in an effective
annual Management Fee rate of 3.95% of the Trust's average month-end assets
for purposes of break-even analysis.

(4) The Incentive Fee is calculated on the basis of the overall profits of the
Trust, not the investment experience of any particular Unit. Furthermore,
the Incentive Fee is calculated quarterly, not annually. Incentive Fee
misallocation may

-12-

<PAGE>

also arise from the fact that all Units are charged the same Incentive Fee
regardless of the time of purchase. Substantial quarterly Incentive Fees
may be paid to JWH in respect of interim quarters even during a "break-
even" (as well as an unprofitable) year. Furthermore, certain Units may
pay an allocable Incentive Fee even though such Units have only "broken
even" (or declined) in Net Asset Value from their original purchase price.
The Incentive Fee is calculated after reduction of any trading profits by
the Management Fee and a portion of the Brokerage Fee at the annual rate of
1.25% (rather than 6.5%) of the Trust's month-end assets. This means that
in order to "break even," the Trust must earn approximately 1.11% (or
$55.50 per $5,000 initial investment) to defray the Incentive Fee which
could be payable on the trading profits needed to offset the amortization
of organizational and initial offering costs, administrative expenses,
ongoing offering costs and the portion of the Brokerage Fee not deducted
from trading profits for the purpose of calculating the Incentive Fee.

(5) Administrative Expenses are estimated at 0.6% of average month-end Net
Assets per annum (an effective rate of 0.53% of average month-end assets
per annum for purposes of break-even analysis) based on aggregate Trust
assets of $10,000,000.

(6) Organizational and initial offering costs, estimated by CISI to be between
$500,000 and $600,000, will be advanced by CISI. These costs will be
reimbursed by the Trust to CISI at the initial closing and be amortized
over five years at a maximum rate of 0.4% of average month-end Net Assets
per year (an effective rate of 0.35% of average month-end assets for
purposes of break-even analysis).

(7) The Trust will pay ongoing offering costs up to 0.5% of month-end Net
Assets per annum (an effective rate of 0.44% of average month-end assets
for purposes of break-even analysis).

(8) Interest income is estimated based on the yields on 91-day Treasury bills
on or about the date of this Prospectus, approximately 5.06%. Since the
Trust will receive interest only on assets deposited with CIS, CISFS and
any other Custodian and will not receive interest on the amount of its
unamortized organizational and initial offering costs (assumed to be no
more than $600,000), the effective rate of interest paid to the Trust on
its assets will be 4.7% for the first year, increasing as the capitalized
organizational and initial offering costs are amortized. When such costs
are fully amortized, the interest income on Trust assets will be at the
full 91-day Treasury bill rate existing at that time. See "Use of Proceeds
-- Maintenance of Assets; Interest Income" at page 62 for a description of
interest earned on the Trust's assets.

(9) Redemption charges are not a necessary cost of investing in the Trust; they
are assessed only if Units are redeemed on or before the end of the
eleventh full month after the Units' issuance. Redemption charges of 3.10%
of an initial $5,000 investment are included in the break-even figures in
this row because such amount would equal 3% of the Net Asset Value of
$5,155 required so that the investor would receive net redemption proceeds
of $5,000 after deduction of the 3% redemption charge.

(10) Units redeemed on or before the end of the eleventh full month likely will
not incur the full amount of the annual expenses shown in the "Break-even
Table." The "break-even" level in respect of such Units may be lower than
shown in this row.

--------------------

-13-

<PAGE>

FEDERAL INCOME TAX In the opinion of counsel, the Trust is properly
ASPECTS classified as a partnership for federal income tax
purposes and will not be subject to tax as a corporation
under provisions applicable to "publicly-traded
partnerships." Assuming such proper classification, the
Trust itself will not be subject to federal income tax;
instead, investors will report on their individual tax
returns their allocable share of the Trust's income,
gain, loss or deduction, whether or not they redeem any
of their Units and whether or not any distributions are
made. However, no assurance can be given that the Trust
will not be subject to federal income tax.

The Trust's interest income will be taxable to
Unitholders irrespective of trading losses, which
generally constitute capital losses whereas interest
income is taxed as ordinary income. Non-corporate
Unitholders' capital losses may only be used to offset
interest income to a very limited extent.

Non-corporate Unitholders may be required to treat the
Trust's expenses as "investment advisory fees" which are
subject to substantial restrictions on deductibility for
federal income tax purposes. Absent statutory or
administrative clarification to the contrary, the
Managing Owner will not treat the Trust's expenses as
"investment advisory fees" but rather as ordinary and
necessary business expenses.

See "Federal Income Tax Aspects" commencing on page 77.

--------------------

GENERAL

FUTURES AND FORWARD TRADING INVOLVES A HIGH DEGREE OF RISK. AN INVESTMENT
IN THE TRUST IS SPECULATIVE AND SUITABLE ONLY FOR A LIMITED PORTION OF THE RISK
SEGMENT OF AN INVESTOR'S PORTFOLIO. THERE CAN BE NO ASSURANCE THAT THE TRUST
WILL ACHIEVE ITS OBJECTIVES OR AVOID SUBSTANTIAL LOSSES.

NO ONE SHOULD INVEST MORE IN THE TRUST THAN HE OR SHE CAN AFFORD TO LOSE,
AND IT IS SUGGESTED THAT THE AMOUNT OF INVESTMENT BE NO MORE THAN 10% OF HIS OR
HER "LIQUID" NET WORTH (WHICH EXCLUDES HOME, FURNISHINGS AND AUTOMOBILES IN THE
CASE OF INDIVIDUALS AND INCLUDES ONLY READILY MARKETABLE SECURITIES IN THE CASE
OF ENTITIES).

PROSPECTIVE SUBSCRIBERS SHOULD CONSIDER THE HIGHLY LEVERAGED AND
SPECULATIVE NATURE OF AN INVESTMENT IN THE TRUST BEFORE DETERMINING WHETHER SUCH
AN INVESTMENT IS CONSISTENT WITH THEIR OVERALL PORTFOLIO OBJECTIVES.

THE UNITS ARE SPECULATIVE SECURITIES. INVESTORS MAY LOSE ALL
OR SUBSTANTIALLY ALL OF THEIR INVESTMENT IN THE TRUST.

-14-

<PAGE>

RISK FACTORS

AN INVESTMENT IN THE TRUST IS SPECULATIVE AND INVOLVES A HIGH DEGREE OF
RISK. A PURCHASER MAY LOSE ALL OR SUBSTANTIALLY ALL OF HIS OR HER INVESTMENT IN
THE TRUST. PROSPECTIVE INVESTORS SHOULD CAREFULLY READ THE ENTIRE PROSPECTUS
AND CAREFULLY CONSIDER THE FOLLOWING RISK FACTORS BEFORE DECIDING WHETHER TO
SUBSCRIBE FOR UNITS. NO ONE WHO IS NOT CONFIDENT THAT HE OR SHE CLEARLY
APPRECIATES THE IMPACT OF SUCH MATTERS AS (i) THE HIGHLY LEVERAGED AND VOLATILE
NATURE OF THE MARKETS IN WHICH THE TRUST WILL TRADE, (ii) THE SUBSTANTIAL FEES
TO THE TRUST, (iii) THE ILLIQUIDITY OF THE UNITS AND (iv) THE NUMEROUS OTHER
RISKS DISCUSSED HEREIN SHOULD CONSIDER SUBSCRIBING FOR UNITS.

(1) UNITS ARE SPECULATIVE SECURITIES

THE UNITS ARE SPECULATIVE SECURITIES. INVESTORS MAY LOSE ALL
OR SUBSTANTIALLY ALL OF THEIR INVESTMENT IN THE TRUST.

FUTURES AND FORWARD TRADING

(2) VOLATILE MARKETS AND HIGHLY LEVERAGED TRADING

Futures and forward markets are volatile. Prices of commodities can
fluctuate rapidly and widely. Futures and forward prices are affected by
complex and often unpredictable factors such as severe weather, governmental
actions and other economic and political events. Futures contracts are traded
on margins ranging from 1% to 20% of the value of the relevant contract. The
low margin deposits normally required in futures trading permit a very high
degree of leverage. Even in stable markets, leveraged trading is risky. In
volatile markets, leveraged trading exacerbates the risk of sudden, substantial
loss. Even a slight adverse movement in the prices of the futures interests
underlying the Trust's open positions could result in significant losses. See
"The Futures and Forward Markets" commencing at page 85 for a description of
these markets.

THE COMBINATION OF MARKET VOLATILITY AND HIGH LEVERAGE MEANS THAT THE TRUST
COULD SUFFER SUBSTANTIAL LOSSES IN SHORT PERIODS OF TIME. SUCCESSIVE INCURRENCE
OF SUCH LOSSES MAY DEPLETE THE TRUST'S ASSETS AND SEVERELY IMPAIR THE TRUST'S
ABILITY TO GENERATE CAPITAL APPRECIATION. THE RESULTS OF THE TRUST'S TRADING
ARE ENTIRELY SPECULATIVE AND UNCERTAIN.

(3) TRADES ON NON-U.S. COMMODITY EXCHANGES
SUBJECT TO DIFFERENT REGULATIONS AND RISKS

JWH will trade on commodity exchanges outside the United States on
behalf of the Trust. Trading on such exchanges is not regulated by any
United States governmental agency and may involve certain risks not
applicable to trading on United States exchanges, such as currency controls
and expropriation. In addition, the rights and responsibilities of clients
in the event of an exchange or clearing house default or bankruptcy are likely
to differ from those existing on U.S. exchanges. In trading on foreign
exchanges, the Trust is also subject to the risk of fluctuation in the
exchange rates between the United States dollar and the currencies in which
contracts traded on such exchanges are settled and in which the related
margin deposits must be maintained.

INVESTORS COULD INCUR SUBSTANTIAL LOSSES FROM THE TRUST'S TRADING ON
FOREIGN EXCHANGES TO WHICH THEY MIGHT NOT HAVE BEEN SUBJECT HAD JWH LIMITED ITS
TRADING ON BEHALF OF THE TRUST TO U.S. MARKETS.

-15-

<PAGE>

(4) UNREGULATED MARKETS LACK REGULATORY PROTECTIONS OF EXCHANGES

A substantial portion of the Trust's trading -- primarily its trading of
spot and forward contracts in currencies and precious metals -- will take place
in unregulated markets. It is impossible to determine fair pricing, prevent
abuses such as "front-running" or impose other effective forms of control over
such markets. The absence of regulation could expose the Trust in certain
circumstances to significant losses which it might otherwise have avoided.

TRADING IN UNREGULATED MARKETS CAN INVOLVE SIGNIFICANT RISKS, ESPECIALLY
DURING PERIODS OF MARKET DISRUPTIONS.

(5) MARKETS MAY BE ILLIQUID

Market conditions may exist such that it is not possible to execute a buy
or sell order at the desired price, or to close out an open position. In
addition, the CFTC has approved and U.S. and non-U.S. exchanges have imposed
limits on open positions and/or daily price fluctuation limits, which limits
also may adversely affect market liquidity. Daily price fluctuation limits
establish the maximum amount with respect to certain contracts the price of a
futures contract may vary in either direction from the previous day's settlement
price at the end of the trading session. Once the market price of a futures
contract reaches its daily price fluctuation limit, positions in the futures
contract can be neither taken nor liquidated except at or within the limit.
These limits only govern price movements on a specific trading day; they do not
limit losses. It is possible that the daily price fluctuation limits may apply
throughout the remaining life of a futures contract so that the holder of the
contract who cannot liquidate his or her position by the close of the last
trading day for that contract may be required to make or take delivery of the
underlying interests.

Furthermore, futures, options on futures, and spot and forward markets can
experience periods (of extended duration at times) of insufficient trading
liquidity as a result of government intervention, weather or other unpredictable
factors. ALTHOUGH JWH INTENDS TO PURCHASE AND SELL ACTIVELY TRADED CONTRACTS,
NO ASSURANCE CAN BE GIVEN THAT SUCH MARKETS WILL BE OR REMAIN LIQUID, OR THAT
TRUST ORDERS WILL BE EXECUTED AT OR NEAR THE DESIRED PRICES.

(6) BANKRUPTCY OF FUTURES BROKER AND BANKRUPTCY OR DEFAULT OF COUNTERPARTIES

If the Trust's Futures Broker or a counterparty of the Trust were to become
bankrupt, the Trust would only be able to recover its PRO RATA share of all
available customer funds segregated by such Futures Broker or counterparty, even
though such Futures Broker or counterparty was holding property, such as United
States Treasury bills, specifically traceable to the Trust. In its trading of
spot and forward contracts in currencies and precious metals, the Trust will
also be exposed to the risk of counterparties' failure to perform their
obligations. THE BANKRUPTCY OF THE FUTURES BROKER OR THE BANKRUPTCY OR DEFAULT
OF A COUNTERPARTY COULD RESULT IN SUBSTANTIAL LOSSES FOR THE TRUST EVEN IN
CIRCUMSTANCES WHERE THE TRUST'S TRADING HAS BEEN PROFITABLE.

(7) FUTURES AND FORWARD TRADING HAS DIFFERENT RISK PROFILE
FROM THOSE OF CERTAIN TRADITIONAL INVESTMENTS

Futures and forward trading is a "zero-sum" economic activity in which for
every gain there is an equal and offsetting loss (disregarding transaction
costs), as opposed to a typical securities investment, in which there is an
expectation of consistent yields (in the case of debt) or participation over
time in general economic growth (in the case of equity). It is possible that
the Trust could incur major losses while stock and bond prices rise
substantially in a prospering economy.

Furthermore, stocks and bonds (except penny stocks) generally have some
intrinsic value. Hence even in a down market, investors generally can realize
some value upon liquidation of their stocks or bonds. In trading futures, on
the other hand, investors risk losing all of their investment if prices move
against them. When comparing the performance of a managed futures investment
with that of traditional investments such as common stock and bonds, investors
should note that in general the performance statistics will not reflect the
different risk profiles of each investment. Similarly, the performance data
generally do not account for the different tax treatment (see "Risk Factor (29)
- -- Unitholders Are Taxed on Allocable Trust Income Although Such Income Is Not
Distributed").

(8) INABILITY TO ENGAGE IN EFP TRANSACTIONS MAY ADVERSELY AFFECT THE TRUST

JWH may engage in "exchange of futures for physical" ("EFP") transactions
on behalf of the Trust. These transactions permit JWH to execute orders after
exchange hours as well as to obtain a single price for an entire order which
otherwise might be filled at a variety of different contract prices, as the
different groups of futures contracts making

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up the order are bought or sold at slightly different times. For a discussion
of EFPs, see "The Futures and Forward Markets -- Exchange of Futures for
Physical ("EFP") Transactions" at pages 82 to 83. If JWH were to be prevented
from making use of EFPs -- due to a change in regulatory treatment or other
factors -- the performance of the Trust could be adversely affected. THE TRUST
COULD BE DENIED CERTAIN PROFIT OPPORTUNITIES, AS WELL AS A POTENTIALLY
CONVENIENT MEANS OF LIQUIDATING POSITIONS AGAINST WHICH THE MARKET WAS MOVING,
IF THE TRUST WERE PREVENTED FROM PARTICIPATING IN THE EFP MARKET.

THE TRUST

(9) ALL OR SUBSTANTIALLY ALL OF AN INVESTMENT COULD BE LOST;
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS

The success of the Trust is entirely dependent on the result of speculative
trading. There can be no assurance that the Trust will achieve its objective of
capital appreciation or limiting risk exposure. Investors may lose all or a
substantial part of their investment.

The past performance of the Trading Programs may not be representative of
how they, considered individually, will perform in the future and cannot be
indicative of how the Trust will perform using the Trading Programs in
combination. Certain technical traders have in the past incurred significant
losses after years of successful performance, and there can be no assurance that
the same will not occur in the case of JWH.

There has been substantial regulatory concern in recent years over the
potentially misleading character of the performance records included in futures
fund prospectuses. In fact, several academic studies reached the conclusion
that public commodity pools typically significantly underperform the prior
performance records included in their prospectuses. The Securities and Exchange
Commission ("SEC") and CFTC releases questioning the relevance and treatment of
past performance information in commodity pool disclosure documents are filed as
exhibits to the Registration Statement of which this Prospectus is a part.

SINCE PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS,
INVESTORS SHOULD NOT INVEST IN THE TRUST IN RELIANCE ON JWH'S PERFORMANCE TO
DATE. RATHER, INVESTORS MUST CAREFULLY CONSIDER WHETHER A SPECULATIVE
INVESTMENT SUCH AS THE TRUST IS CONSISTENT WITH THE DESIRED OVERALL RISK PROFILE
OF THEIR PORTFOLIO AND THEIR INVESTMENT OBJECTIVES.

(10) THE TRUST HAS NO OPERATING HISTORY

THIS POOL HAS NOT COMMENCED TRADING AND DOES
NOT HAVE ANY PERFORMANCE HISTORY.

BECAUSE THE TRUST HAS NO OPERATING HISTORY, INVESTORS HAVE NO INFORMATION
CONCERNING THE ACTUAL RESULTS OF OPERATION OF THE TRUST ON WHICH TO BASE THEIR
INVESTMENT DECISION. MOREOVER, EVEN IF PAST PERFORMANCE INFORMATION CONCERNING
THE TRUST WERE AVAILABLE, SUCH INFORMATION MIGHT NOT, IN FACT, BE INSTRUCTIVE IN
INVESTORS' ATTEMPTS TO EVALUATE WHETHER THE TRUST IS COMPATIBLE WITH THEIR
PORTFOLIO STRATEGY, SINCE PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF
FUTURE RESULTS.

(11) SPECIFIC RISKS ASSOCIATED WITH A SINGLE-ADVISOR FUND

Even in the speculative area of managed futures, single-advisor funds are
considered by some to be unusually high risk investments. Some observers have
the view that the use of a single advisor generally will not have the same risk-
spreading potential offered by a multi-advisor approach, which is used by many
"commodity pools" and in many cases specifically for risk control purposes. If
such view is correct, employing a single-advisor approach in trading in the
highly leveraged and volatile futures and forward markets will involve greater
risk of loss than a diversified, multi-advisor approach. In addition to the
Trust being managed by a single advisor, the Trading Programs may have a
tendency to concentrate the Trust's positions in a limited group of markets (see
"-- The Trading Programs -- Overlap of Markets Traded May Reduce Benefits of
Market Diversification"). Such portfolio concentration may further increase the
risk of loss.

Unlike a multi-advisor fund, the Trust, with its single-advisor structure,
will have little recourse in the event of a material, adverse change in the
Trust's Trading Advisor. None of the principals of JWH is obligated to continue
to provide services to the Trust. The Trust also has no contractual rights to
compel any of JWH's principals to continue to perform services for JWH. Were
the services of Mr. John W. Henry to become unavailable for any reason, the
effect

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on JWH could be material and adverse and the continued ability of JWH to render
services to the Trust would be subject to substantial uncertainty. If the
trading advisory services of JWH were to become unavailable for any reason, the
Trust may have to dissolve if it could not appoint a successor advisor on
satisfactory terms, which may happen at a time with adverse market conditions or
before the Trading Programs had a realistic opportunity to achieve the Trust's
objectives.

NOT ONLY DOES THE TRUST'S SINGLE-ADVISOR STRUCTURE PROVIDE INHERENTLY LESS
DIVERSIFICATION AND RISK CONTROL THAN A MULTI-ADVISOR FUND DOES, BUT ALSO THE
SUCCESS OF THE TRUST WILL DEPEND UPON THE CONTINUED AVAILABILITY OF CERTAIN KEY
JWH PRINCIPALS. THERE CAN BE NO ASSURANCE OF SUCH CONTINUED AVAILABILITY.

(12) NON-CORRELATED AND NOT NEGATIVELY CORRELATED ANTICIPATED PERFORMANCE

The Trust anticipates that its performance over time will be non-correlated
with the general equity and debt markets. NON-CORRELATION, however, is not
NEGATIVE CORRELATION. The Trust will by no means necessarily be profitable
during downward cycles in stock and bond prices. Non-correlation means only
that the performance of the Trust may or may not be similar to that of the
general financial markets, not that there should be an inverse relationship
between them -- hence stock indices may rise while Unit values fall as well as
while Unit values rise. During certain periods, the Trust may perform in a
manner very similar to more traditional portfolio holdings, providing little, if
any, diversification benefits.

THERE CAN BE NO ASSURANCE THAT THE TRUST'S PERFORMANCE WILL BE NON-
CORRELATED WITH THE GENERAL FINANCIAL MARKETS. IN ADDITION, BECAUSE THE TRUST
IS EXPECTED TO BE NON-CORRELATED, NOT NEGATIVELY CORRELATED, WITH THE GENERAL
STOCK AND BOND MARKETS, IT IS POSSIBLE THAT THE TRUST COULD INCUR SUBSTANTIAL
LOSSES AT THE SAME TIME THAT THE TRADITIONAL COMPONENTS IN AN INVESTOR'S
PORTFOLIO ARE ALSO DECLINING IN VALUE.

(13) SUBSTANTIAL CHARGES PAYABLE REGARDLESS OF PROFITABILITY

The Trust is subject to substantial charges payable regardless of the
result of the Trust's trading, which could deplete the Trust's assets. The
Trust must generate trading profits and interest income sufficient to defray the
Brokerage Fee, monthly Management Fee, administrative expenses, organizational
and initial offering cost amortization and ongoing offering costs and, possibly,
the Incentive Fee in order to avoid depletion of assets. Assuming the Trust
will earn interest income at the 91-day Treasury bill rate prevailing on or
about the date of this Prospectus, the Trust must realize trading profits
estimated at approximately 7.86% of average month-end assets (based on the
$10,000,000 minimum Trust size) in order for the Net Asset Value per Unit to
equal the initial subscription price of $100 as of the end of the first twelve
months of trading.

Trading profits (if any) recognized by the Trust are subject to the Trading
Advisor's 15% quarterly Incentive Fee. Moreover, New Trading Profit is
calculated on the basis of the overall profits of the Trust, not increases in
the Net Asset Value of each Unit. Certain Units could be allocated substantial
Incentive Fee expense despite a decline in their Net Asset Value. In addition,
accrued Incentive Fee expense which reduces the Net Asset Value per Unit at the
time of purchase will, if reversed due to subsequent losses, be misallocated
because such accrued Incentive Fee expense will be allocated equally to all
outstanding Units rather than only to those outstanding during the period when
such Incentive Fee expense accrued. See "Charges -- Incentive Fee" commencing
on page 67.

THE TRUST IS SUBJECT TO SUBSTANTIAL COSTS AND MUST GENERATE SUBSTANTIAL
PROFITS IN ORDER TO OFFSET THESE COSTS. THE MANAGING OWNER, CIS AND JWH COULD
DERIVE SUBSTANTIAL FINANCIAL BENEFITS FROM THEIR ASSOCIATION WITH THE TRUST,
WHILE THE TRUST ITSELF INCURS LOSSES.

(14) UNITS ARE NOT LIQUID

An asset is liquid if it can be converted to cash immediately. Because no
market exists for the Units, the Units are not liquid. Unitholders may redeem
Units at Net Asset Value only as of the close of business on the last day of a
calendar month. Units are subject to early redemption charges, payable to CIS,
equal to 3% of the Net Asset Value per Unit as of the date of redemption,
through the end of the eleventh full month after such Units are issued by the
Trust. Requests for redemption, which are irrevocable, must be received by CISI
on or before the 20th of the month (or if the 20th is not a business day, the
next business day) to effect redemption as of such month-end. The Net Asset
Value per Unit on the date redemption occurs may, particularly given the
volatile nature of the markets in which the Trust will trade, vary significantly
from the Net Asset Value per Unit at the time the redemption request is
tendered. Special Redemptions, which result in a suspension of trading and,
consequently, the risk of further losses pending redemption due to the
liquidation of positions, are required only if the Net Asset Value per Unit
declines to $50 or less, a very substantial decline. See "Section 12.
Redemptions" of the Declaration and Agreement of Trust attached hereto as
Exhibit A.

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<PAGE>

SINCE THEY HAVE LIMITED ABILITY TO REDEEM UNITS, UNITHOLDERS COULD BE
UNABLE TO LIMIT THEIR LOSSES IN THE TRUST, AND THEY MAY BE UNABLE TO WITHDRAW
FUNDS COMMITTED TO THE TRUST IN ORDER TO TAKE ADVANTAGE OF OTHER, MORE FAVORABLE
INVESTMENT OPPORTUNITIES AT THE RELEVANT TIME.

(15) THE TRUST IS SUBJECT TO CONFLICTS OF INTEREST

The Trust is subject to a number of actual and potential conflicts of
interest. See "Conflicts of Interest" commencing at page 75.

The Managing Owner, the Futures Broker, the Foreign Currency Broker and
their respective principals and affiliates may trade in the futures and forward
markets for the accounts of their clients. JWH and its principals and
affiliates may trade in the futures and forward markets for the accounts of
their clients and for their own accounts (however, employees and principals of
JWH, other than Mr. John W. Henry, are not permitted to trade on a discretionary
basis). In doing so, these persons may take positions opposite to, or ahead of,
those held by the Trust, or may be competing with the Trust for positions in the
market. Records of such trading are not available for inspection by investors.
Such trading may create conflicts of interest on behalf of one or more of such
persons in respect of their obligations to the Trust.

NONE OF THE PARTIES AFFECTED BY SUCH CONFLICTS OF INTEREST HAVE ADOPTED ANY
PROCEDURES OR SAFEGUARDS FOR RESOLVING THE FOREGOING CONFLICTS OF INTEREST.
INVESTORS MUST RELY ENTIRELY ON SUCH PARTIES' DUTY UNDER APPLICABLE LAW AND GOOD
FAITH IN SUCH MATTERS.

THESE CONFLICTS OF INTEREST RAISE THE POSSIBILITY THAT THE INVESTORS WILL
BE FINANCIALLY DISFAVORED TO THE BENEFIT OF THE MANAGING OWNER, JWH, THE FUTURES
BROKER, THE FOREIGN CURRENCY BROKER OR THEIR RESPECTIVE PRINCIPALS AND
AFFILIATES.

(16) UNITHOLDERS HAVE NO ROLE IN MANAGEMENT

In investing in the Trust, Unitholders are placing their reliance on the
Managing Owner. No Unitholder will have any input in the management of the
Trust, and no management elections or other investor votes will be held
regularly. Subject to its fiduciary obligations, the Managing Owner will have
essentially plenary authority over the operation of the Trust.

PROSPECTIVE INVESTORS MUST NOT ANTICIPATE THAT ANY ENTITY OTHER THAN THE
MANAGING OWNER WILL HAVE ANY CONTROL OR INFLUENCE OVER THE MANAGEMENT OF THE
TRUST, OR THAT UNITHOLDERS WILL HAVE ANY INPUT IN THE TRUST'S OPERATIONS.

THE TRADING ADVISOR

(17) VOLATILE JWH TRADING HISTORY

Over time, a number of individual JWH programs have realized profits. PAST
PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS. JWH's performance,
even when successful, has been characterized by significant volatility. The
largest "peak-to-valley" drawdown experienced by any single program was nearly
60% on a composite basis, and certain individual accounts managed pursuant to
such program experienced even greater volatility. Moreover, certain programs
have incurred losses of 10% or more in a single trading day. Even if the Trust
is successful, it is likely to experience significant losses from time to time.
The monthly rates of return set forth in "John W. Henry & Company, Inc. -- JWH
Programs: Performance Summary and Monthly Rates of Return" are indicative of the
high degree of volatility (a widely accepted measure of risk) exhibited by JWH's
performance to date. THE HISTORICALLY VOLATILE PERFORMANCE OF JWH SUGGESTS NOT
ONLY THE RISKS INVOLVED IN INVESTING IN THE TRUST, BUT ALSO THAT THE DAY-TO-DAY
VALUE OF THE UNITS WILL LIKELY BE VARIABLE AND UNCERTAIN, WHICH, IN TURN,
SUGGESTS THAT THE NET ASSET VALUE PER UNIT MAY CHANGE MATERIALLY BETWEEN THE
DATE THAT A REDEMPTION IS REQUESTED AND THE MONTH-END REDEMPTION DATE.

(18) POSSIBLE ADVERSE EFFECTS OF INCREASING JWH'S ASSETS UNDER MANAGEMENT

The rates of return achieved by trading advisors often tend to deteriorate
as assets under management increase. On or about the date of this Prospectus,
JWH is at or near an all-time high in client funds under management and is
actively engaged in ongoing efforts in marketing its services. No assurance can
be given that JWH's strategies will not be adversely affected by the additional
equity, including the Trust's account, accepted by JWH. With increased equity
under management, JWH may be more limited in the amount of assets which it can
trade in the non-financial commodities markets than it is in the currency and
financial markets, due to the generally greater illiquidity of, and position
limits applicable to, the former. Increased equity under management also
requires advisors to enter larger orders, which can

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preclude trading in certain less liquid markets, result in less favorable
trading "fills" and make it difficult to close out positions against which the
market is moving without incurring significant losses.

The possible adverse effect of increased equity under management on
performance may arguably be detected from the monthly rates of return of the
Trading Programs included in "John W. Henry & Company, Inc. -- JWH Programs:
Performance Summary and Monthly Rates of Return." Generally there were smaller
amounts of equity under management pursuant to each Trading Program in earlier
periods. Comparing earlier and later rates of return can provide some
indication of the possible effect of increased equity under management on the
rates of return realized; nevertheless, a number of other adjustments, including
varying degrees of trading deleveraging, have been made over time to the Trading
Programs which also could have affected performance materially. IF JWH'S RETURN
DECLINES AS A RESULT OF THE INCREASED EQUITY UNDER ITS MANAGEMENT, THE PROFIT
POTENTIAL OF THE TRUST WILL ACCORDINGLY BE REDUCED.

(19) LIMITATION OF LIABILITY AND INDEMNIFICATION OF TRADING ADVISOR

JWH, its principals and employees will not be liable to the Trust, the
Unitholders, any of their successors or assigns or the Managing Owner except by
reason of acts or omissions in contravention of the express terms of the
Trading Advisory Agreement or due to misconduct or negligence or for not having
acted in good faith in the reasonable belief that its actions were taken in, or
not opposed to, the best interests of the Trust.

The Trust will indemnify JWH, its principals and employees to the full
extent permitted by law for any liability incurred in connection with any acts
or omissions relating to JWH's management of Trust assets, provided that there
has been no judicial determination that such liability was the result of
negligence, misconduct or breach of the Trading Advisory Agreement nor any
judicial determination that the conduct which was the basis for such liability
was not done in good faith belief that it was in, or not opposed to, the best
interests of the Trust. Any such indemnification involving a material amount,
unless ordered or expressly permitted by a court, will be made by the Trust only
upon the opinion of mutually acceptable independent legal counsel that JWH has
met the applicable standard of conduct described above.

(20) UNCERTAINTY OF OUTCOME OF LITIGATION

JWH was named as a co-defendant in class action lawsuits in California,
New York and Delaware purportedly brought on behalf of investors in certain
commodity pools operated by Dean Witter Reynolds Inc. or its affiliates ("Dean
Witter"), some of which pools are advised by JWH. See "John W. Henry &
Company, Inc. -- Legal Concerns." All of these actions are primarily directed
at Dean Witter's alleged fraudulent selling practices in connection with the
marketing of the pools. JWH is essentially alleged to have aided and abetted
or directly participated with Dean Witter in those practices. JWH believes the
allegations against it in these actions are without merit; it intends to
contest these allegations vigorously and is convinced that it will be shown to
have acted properly and in the best interests of investors. However, the
outcome of the litigation is uncertain.

THE TRADING PROGRAMS

(21) POSITIVE CORRELATION BETWEEN THE TRADING PROGRAMS MAY INCREASE RISK OF
SIGNIFICANT LOSS

The Managing Owner and JWH anticipate greater performance correlation
between the Trading Programs than would be the case if a group of independent
managers or trading programs were utilized. Historically there has been
significant positive correlation among the programs of JWH and a number of JWH
programs have incurred major losses at or about the same time. THE POSITIVE
CORRELATION BETWEEN THE TRADING PROGRAMS MAY INCREASE THE LIKELIHOOD OF THE
TRUST INCURRING SIGNIFICANT LOSSES OVER SHORT PERIODS OF TIME.

The historical volatility and positive correlation of the Trading Programs
of JWH highlight the need for effective risk management in the Trust's trading.
However, JWH's risk control policies are proprietary and confidential. NOT ONLY
CAN THERE BE NO ASSURANCE THAT THESE POLICIES WILL BE EFFECTIVE, BUT ALSO, DUE
TO THEIR PROPRIETARY NATURE, INVESTORS WILL HAVE NO BASIS TO EVALUATE THE
ADEQUACY OF THESE POLICIES (EXCEPT PAST PERFORMANCE, WHICH IS NOT NECESSARILY
INDICATIVE OF FUTURE RESULTS).

(22) OVERLAP OF MARKETS MAY REDUCE BENEFITS OF MARKET DIVERSIFICATION

The Trading Programs trade in certain of the same markets. A concentration
of the Trust's positions in one or a limited number of markets could result in
substantial losses. INVESTORS WILL LOSE THE RISK CONTROL BENEFITS OF MARKET
DIVERSIFICATION DURING THOSE PERIODS WHEN THE TRUST'S POSITIONS ARE CONCENTRATED
IN A LIMITED NUMBER OF MARKETS.

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(23) TECHNICAL, TREND-FOLLOWING TRADING PROGRAMS

The profitability of trading programs involving technical trend analysis,
such as the Trading Programs, depends upon the occurrence of significant
sustained price moves in at least some of the markets traded. In the past,
sustained periods without such price moves have occurred in the markets traded
by JWH from time to time, and such periods are expected to recur because
significant price trends can occur only when usually disparate market forces are
influencing prices in the same direction, which tends to occur infrequently.
Periods without such trends are likely to produce losses.

Any factor (such as increased governmental intervention in the markets
traded) that may lessen the prospect of sustained price moves in the future may
reduce the prospect that any advisor's technical systems will be profitable. A
number of the markets to be traded by the Trust, in particular the currency and
interest rate markets (which the Trading Programs generally emphasize), may be
likely targets for governmental intervention.

The Managing Owner believes that in recent years the use of technical
trading systems, particularly trend-following systems, has increased
substantially. Although different technical and trend-following systems will
tend to generate different trading signals, the significant increase in the use
of such systems as a proportion of the overall trading volume in the futures
markets as a whole as well as in the particular markets traded by the Trust
could result in traders attempting to initiate or liquidate substantial
positions at or about the same time as the Trust. It could also alter historical
trading patterns or affect the execution of trades, in each case to the
detriment of the Trust. The adverse effects of technical strategy saturation
can currently be detected to a certain extent in a number of less liquid
markets. The concentration of the Trading Programs in certain (the currency and
interest rate) market sectors may increase the susceptibility of these Trading
Programs to the adverse effects of technical strategy saturation.

Technical, trend-following systems such as the Trading Programs typically
anticipate that more than half of all their trades will be unprofitable
(historically, only 30% to 40% of JWH's trades pursuant to JWH's programs have
been profitable). The goal is to generate sufficiently large gains on
occasional profitable transactions to offset what are hoped to be smaller losses
on the more numerous unprofitable positions. Any factor (for example, the
imposition of speculative position limits or significantly increased margin
requirements) which would restrict the ability of trend-following traders to
realize major gains from a limited number of positions could have a materially
adverse effect on the Trust's prospects for profitability. BECAUSE THE TRADING
PROGRAMS ARE TECHNICAL AND TREND-FOLLOWING, THE PROFIT POTENTIAL OF THESE
TRADING PROGRAMS MAY BE DIMINISHED BY THE CHANGING CHARACTER OF THE MARKETS,
WHICH MAY MAKE HISTORICAL PRICE DATA (ON WHICH TECHNICAL PROGRAMS ARE BASED) OF
LITTLE PREDICTIVE VALUE. THE TRUST COULD INCUR SIGNIFICANT LOSSES UNDER CERTAIN
MARKET CONDITIONS IN WHICH DISCRETIONARY OR OTHER TRADING APPROACHES ARE
SUCCESSFUL.

(24) IMPORTANCE OF MARKET CONDITIONS TO PROFITABILITY

Although the Trading Programs appear to be as likely to trade profitably in
declining as in rising markets, managed futures advisors appear, in general, to
be profitable or unprofitable at approximately the same times. Despite the
expected degree of non-correlation between the performance of the Trust and the
traditional debt and equity markets, overall market or economic conditions can
affect the Trust's performance materially. JWH's strategies are designed to
capture major market movements. Consequently, any factors tending to produce
static or "churning" markets would reduce the likelihood of either Trading
Program being successful. In addition, trendless, "whipsaw" markets
characterized by numerous sudden price movements with rapid reversal could be
mistakenly identified by a Trading Program as "trends," which could lead to
significant losses for the Trust. THE TRADING PROGRAMS TRADE IN SOMEWHAT
DIFFERENT MARKETS, BUT THE SIMILARITIES BETWEEN THE TRADING PROGRAMS SUGGEST
THAT THEY ARE LIKELY TO BE ADVERSELY AFFECTED BY THE SAME GENERAL MARKET
CONDITIONS - E.G., STATIC, NON-TRENDING OR "WHIPSAW" MARKETS. IF THE TYPE OF
TRENDING MARKET CONDITIONS WHICH THE TRADING PROGRAMS ARE DESIGNED TO EXPLOIT DO
NOT OCCUR, INVESTORS MUST EXPECT TO INCUR SUBSTANTIAL LOSSES.

(25) POSSIBLE LIQUIDATION OF PROFITABLE POSITIONS

The quarterly rebalancing by JWH of assets equally between the Trading
Programs may result in the liquidation of profitable positions, thereby forgoing
greater profits which the Trust would otherwise have realized, and the
establishment of unprofitable positions, thereby incurring losses which the
Trust would otherwise have avoided had rebalancing not have occurred.

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(26) ALTERATION OF TRADING SYSTEMS AND CONTRACTS AND MARKETS TRADED

JWH may, in its discretion, change and adjust the Trading Programs, as well
as the contracts and markets which they trade. These adjustments may result in
forgoing profits which the Trading Programs would otherwise have captured, as
well as incurring losses which they would otherwise have avoided. NEITHER THE
MANAGING OWNER NOR THE UNITHOLDERS ARE LIKELY TO BE INFORMED OF ANY NON-MATERIAL
CHANGES IN THE TRADING PROGRAMS.

(27) MANDATORY CLOSING OUT OF OFFSETTING POSITIONS

Applicable CFTC rules require that offsetting positions taken by JWH on
behalf of the Trust, even though taken by different programs, be closed out.
JWH does not believe that the requirement of liquidating offsetting positions
held for the Trust by the Trading Programs will, at this point, impede the
operation of the Trust. However, it is possible that under certain
circumstances the requirement to close out offsetting positions on an inter-
Program basis could adversely affect the performance of the Trust. THE FACT
THAT JWH CAN OPERATE BOTH STRATEGIES FOR THE SAME ACCOUNT WITHOUT HAVING ITS
OVERALL PERFORMANCE DISRUPTED BY THE CFTC'S "CLOSE OUT" RULE DEMONSTRATES THE
EXTENT OF THE SIMILARITIES BETWEEN THE TRADING PROGRAMS (WHICH MUST, IN ORDER TO
AVOID REPEATED "CLOSE OUTS," EACH TAKE EITHER LONG OR SHORT POSITIONS, ALBEIT
PERHAPS OF DIFFERENT MAGNITUDES, IN THE SAME MARKETS) AND THE LIKELIHOOD OF
SIGNIFICANT POSITIVE CORRELATION AMONG THEIR RESPECTIVE TRADING RESULTS
(CORRESPONDINGLY INCREASING THE TRUST'S RISK OF LOSS IN TRADING).

(28) LIMITED ABILITY TO DESCRIBE PROPRIETARY STRATEGIES

Prospective investors must recognize that no attempt has been or could be
made to explain in any detail the most important aspect of the Trust's
operations, namely the Trading Programs, because these strategies are
confidential. An investor who purchases Units is essentially relying on JWH's
ability to earn profits in the future applying proprietary programs and
strategies concerning which the investor can have no detailed knowledge (and the
past performance of which is not necessarily indicative of their future
results). It is impossible to predict how the Trust will perform. PROSPECTIVE
INVESTORS WHO SUBSCRIBE FOR UNITS MUST DO SO SOLELY AS A SPECULATION. THERE IS
NO DATA WHICH THEY CAN ANALYZE WHICH COULD RELIABLY PERMIT THEM TO ASSESS THE
"TRUE VALUE" OF AN INVESTMENT IN THE TRUST OR THE LIKELIHOOD OF JWH TRADING
SUCCESSFULLY ON THE TRUST'S BEHALF.

TAXES

(29) UNITHOLDERS ARE TAXED ON ALLOCABLE TRUST INCOME ALTHOUGH SUCH INCOME IS NOT
DISTRIBUTED

If the Trust recognizes income or gain in a fiscal year, such income or
gain will be taxable to Unitholders in accordance with their allocable shares of
the Trust's profits, whether or not such profits are distributed to the
Unitholders. The tax liability of Unitholders in respect of the profits, if
any, of the Trust will exceed any distributions received from it. See "Federal
Income Tax Aspects."

Because a substantial portion of the Trust's open positions are "marked-to-
market" at the end of each year, Unitholders are taxed on unrealized as well as
realized gains. Prospective investors should also note that the Trust might
sustain losses after the end of a fiscal year offsetting such realized or
unrealized gains, so a Unitholder might never receive the gains on which he or
she is taxed.

In comparing the Trust's performance objectives with the performance of
traditional investments such as common stock, prospective investors should note
that if an investor purchased common stock, the investor would not be taxed on
the appreciation in such stock until it was sold. In the case of the Trust,
however, Unitholders must pay taxes for each year a Unit is held based on any
appreciation in the Net Asset Value per Unit during such year, resulting in a
substantial cumulative reduction in the after-tax return of the Unit. BECAUSE
UNITHOLDERS ARE TAXED CURRENTLY ON THEIR ALLOCABLE SHARE OF THE TRUST'S INCOME
OR GAINS, WHILE THE TRUST MAY TRADE SUCCESSFULLY, INVESTORS WOULD HAVE
RECOGNIZED SIGNIFICANTLY GREATER GAINS ON AN AFTER-TAX BASIS IF THEY HAD
INVESTED IN CONVENTIONAL STOCKS AND BONDS WITH COMPARABLE PERFORMANCE.

(30) TAXATION OF INTEREST INCOME IRRESPECTIVE OF TRADING LOSSES

Losses on the Trust's trading are almost exclusively capital losses, and
capital losses are deductible against ordinary income only to the extent of
$3,000 per year for non-corporate investors. The limited deductibility of
capital losses for non-corporate Unitholders could result in such Unitholders
having a tax liability in respect of their investment in the Trust despite
incurring a financial loss on their Units. If a non-corporate investor had, for
example, an allocable trading (I.E., capital) loss of $10,000 in a given fiscal
year and allocable interest (after reduction for allocable ordinary

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Trust business expenses) of $5,000, the investor would incur a net loss in the
Net Asset Value of his or her Units equal to $5,000, but would nevertheless
recognize taxable income of $2,000.

(31) LIMITATIONS ON THE DEDUCTIBILITY OF "INVESTMENT ADVISORY FEES"

In the absence of further clarification by legislation, the promulgation of
regulations or judicial or administrative interpretation, the Managing Owner
will not treat any ordinary expenses of the Trust as "investment advisory fees"
for federal income tax purposes. However, were the ordinary expenses of the
Trust characterized as "investment advisory fees," they would be subject to
substantial restrictions on deductibility for non-corporate taxpayers,
materially increasing the amount of tax payable by Unitholders in respect of
their investment in the Trust. In fact, if the ordinary expenses of the Trust
were to be so recharacterized, Unitholders could actually recognize taxable
income despite having incurred a financial loss.

NON-CORPORATE UNITHOLDERS' AFTER-TAX RETURNS WOULD BE SIGNIFICANTLY
DECREASED IF THE TRUST'S EXPENSES WERE TREATED AS "INVESTMENT ADVISORY FEES."

(32) NONDEDUCTIBILITY OF "SYNDICATION EXPENSES"

Neither the Trust nor any Unitholder will be entitled to any deduction for
"syndication expenses," including the Trust's initial offering costs and the
expenses of the ongoing offering of the Units as well as any redemption charges.
The Internal Revenue Service ("IRS") could contend that a portion of the
Brokerage Fee paid by the Trust constitutes non-deductible "syndication
expenses" in respect of the Unitholders.

UNITHOLDERS' AFTER-TAX RETURNS WOULD BE SIGNIFICANTLY DECREASED IF THE
SELLING COMMISSIONS AND ONGOING COMPENSATION WERE TREATED AS "SYNDICATION
EXPENSES."

(33) POSSIBILITY OF TAX AUDIT OF BOTH THE TRUST AND INDIVIDUAL UNITHOLDERS

There can be no assurance that the Trust's tax returns will not be audited
by the IRS or that adjustments to such returns will not be made as a result of
such an audit.

IF AN AUDIT RESULTS IN AN ADJUSTMENT, UNITHOLDERS COULD THEMSELVES BE
AUDITED, AS WELL AS BE REQUIRED TO PAY ADDITIONAL TAXES, PLUS INTEREST AND
PENALTIES.

PROSPECTIVE INVESTORS ARE STRONGLY URGED TO CONSULT THEIR OWN TAX ADVISERS
AND COUNSEL WITH RESPECT TO THE POSSIBLE TAX CONSEQUENCES TO THEM OF AN
INVESTMENT IN THE TRUST; SUCH TAX CONSEQUENCES MAY DIFFER IN RESPECT OF
DIFFERENT INVESTORS AND MAY HAVE A MATERIAL EFFECT ON THE NET ECONOMIC
CONSEQUENCES OF OWNING UNITS. SEE "FEDERAL INCOME TAX ASPECTS."

REGULATION

(34) ABSENCE OF REGULATION APPLICABLE TO INVESTMENT COMPANIES AND THEIR ADVISERS

The Trust is not registered as a securities investment company or "mutual
fund" under the Investment Company Act of 1940. The Trading Advisor is not
registered as an investment adviser under the Investment Advisers Act of 1940.
Therefore, investors in the Trust do not have the benefit of the protection
provided by those Acts. However, under the CEA, the Managing Owner is
registered as a commodity pool operator, the Trading Advisor is registered as a
commodity trading advisor, the Futures Broker is registered as a futures
commission merchant, and the Trust is subject to regulation of the CFTC and NFA.

(35) POSSIBLE FUTURE REGULATORY CHANGES

Considerable international regulatory attention has been focused on, for
example: (i) the disruptive effects of speculative pools of capital trading in
the currency markets on central banks' attempts to influence the exchange rates
of their own countries' currencies; and (ii) the need to regulate the
"derivatives" markets in general. In light of this, prospective investors must
recognize the possibility of future regulatory change altering, perhaps to a
material extent, the nature of an investment in the Trust.

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INVESTORS COULD MAKE A GOOD INVESTMENT DECISION IN SUBSCRIBING FOR THE
UNITS ONLY TO HAVE THAT DECISION RESULT IN SUBSTANTIAL LOSSES DUE TO SUBSEQUENT
REGULATORY CHANGES.

--------------------

THE FOREGOING LIST OF RISK FACTORS DOES NOT PURPORT TO BE A COMPLETE
EXPLANATION OF THE NUMEROUS RISKS INVOLVED IN INVESTING IN THE TRUST. POTENTIAL
INVESTORS SHOULD READ THIS ENTIRE PROSPECTUS AND ATTEMPT TO FAMILIARIZE
THEMSELVES WITH THE RISKS OF SPECULATIVE, HIGHLY LEVERAGED FUTURES AND FORWARD
TRADING BEFORE DETERMINING WHETHER TO INVEST IN THE TRUST.

INVESTMENT FACTORS

The Managing Owner's objective in sponsoring the Trust with JWH as its sole
trading advisor is to offer an investment which has the potential of achieving
substantial capital appreciation over time to those investors whose risk
tolerance levels can accept significant risk and expected volatility in
performance. If substantial losses can be avoided, the Managing Owner and JWH
believe that the Trust has a reasonable opportunity to generate significant
profits over time, despite exhibiting considerable intra-period volatility, by
capitalizing on major price movements when they do occur. If successful, the
Trust offers investors the following potential advantages.

ACCESS TO JWH AND THE TRADING PROGRAMS

JWH is one of the largest advisors in the managed futures industry in
terms of assets under management. JWH has been continuously managing client
funds in the futures and forward markets for approximately 15 years and, as of
January 31, 1997, managed approximately $2.0 billion in client capital. JWH
has achieved substantial profits under a variety of different market conditions
and trading a variety of different programs, including the Original Investment
Program and the Financial and Metals Portfolio, which will be utilized
initially by the Trust. IN INVESTING IN THE TRUST, SUBSCRIBERS WILL HAVE THE
OPPORTUNITY TO PLACE ASSETS WITH ONE OF THE MOST EXPERIENCED OF THE CURRENTLY
ACTIVE MANAGED FUTURES ADVISORS.

INVESTMENT DIVERSIFICATION

The globalization of the world's economy offers potentially valuable
trading opportunities, as major political and economic events continue to
influence world markets, at times dramatically. Volatility in interest rates,
the possibility of significant fluctuations in the value of commodities and
currencies, fragility in world banking and credit mechanisms and the growing
interdependence among national economies create high risks but also substantial
opportunities for profit. These developments may make a diversification into an
investment vehicle such as the Trust timely.

Unlike a traditional diversified portfolio of stocks, bonds and real
estate, the profit potential of the Trust does not depend upon favorable general
economic conditions and that the Trust is as likely to be profitable (or
unprofitable) during periods of declining stock, bond and real estate markets as
at any other time. In addition to the expected non-correlation in its
performance with the performance of the general equity and debt markets, the
Trust's flexibility to take either long or short positions, as opposed to
traditional portfolios which are typically heavily weighted towards the former,
can be an important advantage in times of economic uncertainty.

Although the Trust's portfolio will include a large number of both short
and long positions, during a stock market decline JWH may have long positions in
futures that directly correlate with the movement in the equity markets. Other
financial futures positions may also correlate with the equity markets. Given
these conditions, with an equity market decline, losses in these positions would
occur. Depending on the relative importance of these positions to the Trust's
entire portfolio, the Trust could be negatively impacted. On the other hand, if
these positions were short rather than long, a positive impact on the overall
portfolio could occur.

An investor who is not prepared to spend substantial time trading in the
futures and forward markets may nevertheless participate in the commodities and
financial markets through investing in the Trust, thereby obtaining
diversification from traditional investments such as a diversified portfolio of
stocks, bonds and real estate. By allocating a portion of the risk segment of
their portfolios to the Trust, investors have the potential, if the Trust is
successful, to enhance their prospects for superior performance of their overall
portfolios as well as to reduce the volatility of their portfolios over time and
the dependence of such portfolios on any single country's economy.

However, prospective investors must recognize that unless the Trust is
profitable, while an investment in the Units may serve to reduce overall
portfolio volatility, the Units cannot be a successful investment. There can be
no assurance whatsoever that the Trust will be able to trade profitably.
Furthermore, regardless of the Trust's performance as a stand-alone investment,
there can be no assurance that an investment in the Trust will, in fact,
increase the risk-adjusted return of an entire portfolio since the performance
of any portfolio is dependent on its composition.

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IF THE TRUST DOES NOT TRADE SUCCESSFULLY, IT CANNOT SERVE AS A BENEFICIAL
DIVERSIFICATION FOR A TRADITIONAL PORTFOLIO. THE PERFORMANCE OF THE TRUST IS
EXPECTED TO BE NON-CORRELATED, NOT NEGATIVELY CORRELATED, WITH GENERAL STOCK AND
BOND PRICE LEVELS.

OPPORTUNITY TO PROFIT IN DECLINING AS WELL AS IN RISING MARKETS

The futures markets offer the ability to trade either side of any market.
Unlike short selling in the securities markets, taking short positions in the
futures market (or buying a put option or selling a call option) in anticipation
of a drop in price can be accomplished without additional restrictions or
special margin requirements. Selling short is no more difficult than
establishing a long position.

The profit and loss potential of futures trading is not dependent upon
economic prosperity or interest rate or currency stability. Positive and
negative returns may be realized in both rising and declining markets. It is
potentially advantageous for investors to own assets which can appreciate during
a period of generally declining prices, financial disruption or economic
instability.

There can be no assurance that the Trust's performance will, in fact, be
non-correlated with the general debt and equity markets.

THERE ALSO CAN BE NO ASSURANCE THAT THE TRUST WILL NOT UNDERPERFORM THE
INDIVIDUAL TRADING PROGRAMS.

INTEREST ON TRUST ASSETS

The Trust will receive interest income on its assets. Initially all of the
Trust's available assets will be deposited with CIS and CISFS. On the fifth
business day of each month, CIS and CISFS will credit the Trust's account with
interest as if 100% of the Trust's average daily balances on deposit with CIS or
CISFS, as the case may be, in the previous month were continuously invested at
the average 91-day Treasury bill rate for that previous month for deposits
denominated in dollars and at the applicable rate for deposits denominated in
currencies other than dollars (which may be zero in certain cases) as described
under "Use of Proceeds -- Maintenance of Assets; Interest Income" at page 62.
THE INTEREST EARNED ON THE TRUST'S ASSETS CAN OFFSET A SUBSTANTIAL PORTION OF
ITS ROUTINE COSTS. THE TRUST'S INTEREST INCOME REPRESENTS A SOURCE OF REVENUE
ENTIRELY INDEPENDENT OF THE SUCCESS OR FAILURE OF ITS SPECULATIVE FUTURES AND
FORWARD TRADING.

THE TRUST'S INTEREST INCOME IS SUBJECT TO THE RISK OF TRADING LOSSES AND,
AT CURRENT INTEREST RATES, IS NOT SUFFICIENT TO OFFSET THE TRUST'S BROKERAGE
FEES PAYABLE TO CIS.

Although currently not contemplated, CISI may place certain of the Trust's
assets with a Custodian and engage a third-party cash manager to manage such
assets. If Trust assets are deposited with such Custodian, the Trust will
receive the interest actually earned by the third-party cash manager on such
assets. CIS has agreed to credit the account of the Trust at each month-end the
amount, if any, by which returns (net of fees of the cash manager) for such
month on Trust assets held by a Custodian are less than the return that would
have been realized by the Trust had such assets been deposited with CIS. If the
Trust engages one or more cash managers to manage certain Trust assets, the
Trust may be subject to the risk of loss of principal with respect to such
assets. THERE CAN BE NO ASSURANCE THAT, IF THE SERVICES OF ONE OR MORE CASH
MANAGERS ARE USED TO MANAGE CERTAIN TRUST ASSETS, THE TRUST WILL AVOID LOSS OF
PRINCIPAL OF SUCH ASSETS.

SMALL MINIMUM INVESTMENT; SMALLER MINIMUM ADDITIONAL INVESTMENT

JWH is typically available to manage individual accounts only of
substantial size -- $1,000,000 or more. Investors in the Trust are able to gain
access to JWH for a minimum investment of only $5,000; $2,000 in the case of
trustees or custodians of eligible employee benefit plans and individual
retirement accounts. A SMALL MINIMUM INVESTMENT REQUIREMENT MAKES THE TRUST
ACCESSIBLE TO A WIDE RANGE OF INVESTORS AND ALSO MEANS THAT NO INVESTOR MUST
COMMIT A SIGNIFICANT AMOUNT OF ASSETS IN ORDER TO PARTICIPATE IN THE TRUST.

NO INVESTOR SHOULD INVEST MORE IN THE TRUST THAN SUCH INVESTOR CAN
COMFORTABLY AFFORD TO LOSE. A COROLLARY OF THE SMALL MINIMUM INVESTMENT IN THE
TRUST IS THAT EXISTING AND PROSPECTIVE INVESTORS HAVE NOT BEEN REPRESENTED IN
NEGOTIATING THE TERMS OF THE TRUST.

LIMITED LIABILITY

An investor who opens an individual futures account is generally liable for
all losses incurred in such account, and may lose substantially more than such
investor committed to the account, particularly in light of the high leverage
permitted in futures and forward trading. However, a subscriber to the Trust
cannot lose more than his or her investment plus undistributed profits. In
fact, in the event the Net Asset Value of a Unit decreases to $50 or less as of
the close of business on any day, the Managing Owner is required to cause the
Trust to liquidate all open positions, suspend trading and declare a Special
Redemption Date in accordance with the provisions in the Declaration and
Agreement of Trust.

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Without limited liability, it could be imprudent for an investor to participate
in such highly leveraged strategies as those applied by JWH.

ALTHOUGH UNITHOLDERS CANNOT LOSE MORE THAN THEIR INVESTMENT IN THE TRUST
PLUS UNDISTRIBUTED PROFITS, THEY MUST BE PREPARED TO LOSE ALL OR SUBSTANTIALLY
ALL OF THEIR INVESTMENT. FURTHERMORE, UNDER CERTAIN CIRCUMSTANCES UNITHOLDERS
MAY BE REQUIRED TO DISGORGE DISTRIBUTIONS AND REDEMPTION PROCEEDS RECEIVED FROM
THE TRUST AS WELL AS TO INDEMNIFY THE TRUST FOR VARIOUS TAX LIABILITIES AND
OTHER CLAIMS.

ADMINISTRATIVE CONVENIENCE

The Trust is structured so as to reduce substantially the administrative
burden which would otherwise be involved in Unitholders engaging directly in
futures and forward trading. Unitholders will receive monthly unaudited and
annual certified financial reports as well as all tax information relating to
the Trust necessary for Unitholders to complete their federal income tax
returns. The approximate daily Net Asset Value per Unit is available by calling
representatives of CISI at (312) 460-4000. THE DIVERSITY AND RANGE OF MARKETS
IN WHICH JWH TRADES, ON A 24-HOUR BASIS, MAKE THE ADMINISTRATIVE CONVENIENCE OF
AN INVESTMENT IN THE TRUST A HIGHLY ATTRACTIVE FEATURE FOR PROSPECTIVE
INVESTORS.

ALTHOUGH AN INVESTMENT IN THE TRUST IS ADMINISTRATIVELY CONVENIENT,
UNITHOLDERS HAVE ACCESS TO SUBSTANTIALLY LESS INFORMATION THAN THEY WOULD
TRADING IN AN INDIVIDUAL ACCOUNT. THE ADMINISTRATIVE CONVENIENCE OF THE TRUST
DERIVES FROM INVESTORS' COMPLETE RELIANCE ON THE MANAGING OWNER IN INVESTING IN
THE TRUST. AN INVESTMENT IN THE TRUST IS CONVENIENT BECAUSE THE MANAGING OWNER
IS RESPONSIBLE FOR ALL ASPECTS OF THE TRUST'S OPERATION.

----------------------------

AN INVESTMENT IN THE TRUST IS SPECULATIVE AND INVOLVES A HIGH DEGREE OF
RISK. THERE CAN BE NO ASSURANCE THAT JWH WILL TRADE SUCCESSFULLY ON
BEHALF OF THE TRUST OR THAT THE TRUST WILL AVOID SUBSTANTIAL LOSSES,
WHICH COULD INCLUDE THE COMPLETE LOSS OF ONE'S INVESTMENT. THE
TRUST CANNOT SERVE AS A SUCCESSFUL MEANS OF REAL DIVERSIFICATION
THAT ENHANCES OVERALL PORTFOLIO RETURNS WHILE DECREASING OVERALL
PORTFOLIO VOLATILITY UNLESS THE TRUST ITSELF TRADES PROFITABLY.

----------------------------

THE TRUST AND ITS OBJECTIVES

OBJECTIVES

The primary objective of the Trust is substantial capital appreciation.
The Trust may be an appropriate investment vehicle for investors seeking capital
appreciation who are willing to risk significant losses. At the same time, JWH
will attempt to reduce the expected volatility and risk of loss by participating
in diversified markets. If the Trust is able to preserve capital during periods
of unfavorable, non-trending markets, it has the potential to benefit from major
price movements in a wide range of global markets when, from time to time, such
trends do occur.

Through an investment in the Trust, investors have the opportunity to
participate in markets not typically represented in an individual's portfolio,
and the potential to profit from rising as well as falling prices. Many "buy
and hold" strategies in "alternative asset classes," E.G., real estate, fine art
or precious metals, are dependent on rising prices. The Trust's profitability
is not. The success of JWH's trading is not dependent upon favorable economic
conditions, national or international. Indeed, periods of economic uncertainty
can augment the profit potential of the Trust by increasing the likelihood of
significant movements in commodity prices, the exchange rates between various
countries, world stock prices and interest rates.

Initially the Trust will allocate its assets equally between the Trading
Programs. Thereafter, at the end of each quarter, JWH will automatically
rebalance assets between the Trading Programs so that each Trading Program
will again be allocated one half of the Trust's assets. Such quarterly
rebalancing may result in the liquidation of profitable positions. See "Risk
Factor (25) --Possible Liquidation of Profitable Positions." The Managing
Owner has the discretion, subject to JWH's agreement, from time to time, to
alter the allocation of the Trust's assets between the Trading Programs, to
delete a Trading Program or to add other JWH programs; however, the Managing
Owner is not currently contemplating any such deletion or addition. In
deciding whether to delete a Trading program or add other JWH programs, the
Managing Owner will consider, among other things, recent or expected economic
and market conditions, performance of each Trading Program and the Trading
Programs combined, performance of other JWH programs, and market sector
concentration of the Trading Programs and other JWH programs. For instance,
if the Trading Programs became concentrated in the same market sectors, or if
the recent performance of a Trading Program became incompatible with the
Trust's objectives, the Managing Owner and JWH might agree that the
deletion of a Trading Program would be warranted.

The Managing Owner and JWH expect that the Trust's performance may exhibit
considerable volatility, a widely accepted measure of risk. THERE CAN BE NO
ASSURANCE THAT THE TRUST'S PERFORMANCE WILL BE CONSISTENT WITH ITS ANTICIPATED
RISK/REWARD PARAMETERS OR THAT THE TRUST WILL ACHIEVE ITS OBJECTIVES. THE TRUST
HAS NO OPERATING HISTORY.

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JWH will take a long-term perspective of the markets in seeking to achieve
the Trust's objectives. The Trust will not be managed in a manner likely to
produce significant short-term profits. On the contrary, JWH anticipates that
the Trust may incur major short-term losses from time to time even if
successfully achieving its cumulative performance objective over time. The
Managing Owner and JWH recommend that no investor consider purchasing Units who
is not prepared to make at least a medium- to long-term commitment to the Trust.

THERE CAN BE NO ASSURANCE THAT THE TRUST WILL ACHIEVE ITS OBJECTIVES OR
AVOID SUBSTANTIAL LOSSES. PROSPECTIVE INVESTORS SHOULD RECOGNIZE THAT THE
PERFORMANCE OF THE TRUST IS EXPECTED TO BE MATERIALLY MORE VOLATILE THAN THAT OF
A MULTI-ADVISOR FUND. SIGNIFICANT LOSSES ARE LIKELY TO BE INCURRED FROM TIME TO
TIME.

THE MANAGING OWNER'S DISCUSSION AND ANALYSIS OF THE TRUST'S
PROSPECTIVE FINANCIAL CONDITION AND RESULTS OF OPERATIONS

PROSPECTIVE RESULTS OF OPERATIONS. The success of the Trust will be
dependent on the ability of JWH to generate profits, through speculative
trading, sufficient to produce substantial capital appreciation after payment of
all fees and expenses. Such success will, in turn, be dependent on the results
achieved by the Trading Programs. See "John W. Henry & Company, Inc."

LIQUIDITY AND CAPITAL RESOURCES. The Trust intends to raise capital only
through the sale of Units. The net proceeds of the ongoing offering of the
Units, plus the related general liability interest contributions by the Managing
Owner, will be placed under the management of JWH.

Liquidity will affect the Trust primarily in that the futures and forward
markets in which JWH takes positions may have periods in which illiquidity makes
it impossible or economically undesirable to execute trades in accordance with
signals generated by the Trading Programs. Other than in respect of the
functioning of the markets in which it trades, liquidity will be of little
relevance to the operation of the Trust, as substantially all of its assets are
expected to be maintained in highly liquid government securities or cash
deposits.

The Managing Owner does not believe that it is realistic to regard the
Trust as having a meaningful chance of achieving its profit objectives in the
short term. In fact, the Managing Owner recommends that investors look at the
Trust as a "buy and hold" investment which they intend to retain for a medium-
to long-term period (not less than 2 years). Although redemptions are available
at any month-end, the Managing Owner believes that the Units must be regarded as
a comparatively illiquid, long-term investment. The redemption charges which
remain in effect for the first eleven full months after each Unit is sold
indicate that no one should consider purchasing Units who does not intend to
hold them for at least that period of time.

RISK CONTROLS. The Trust will be subject to both market and credit risk.
The Trust will trade futures contracts on currencies, interest rates, energy and
agricultural products, metals and stock indices, options on such futures
contracts, and spot and forward contracts on currencies and precious metals.
Risk arises from changes in the value of these contracts (market risk) and the
potential inability of counterparties or brokers to perform under the terms of
the contracts (credit risk). Numerous factors can have a significant influence
on the market risk of the Trust's open positions, many of which will be highly
interest-rate sensitive. The Trading Programs incorporate risk control
policies -- relating, for example, to the maximum permissible commitment to a
particular position or the maximum loss on such position which will be tolerated
without liquidation -- but there can be no assurance that these policies will
prevent substantial market losses.

The credit risks associated with exchange-traded contracts are typically
perceived to be less than those associated with over-the-counter transactions,
because exchanges typically (but not universally) provide clearinghouse
arrangements in which the collective credit (in some cases limited in amount, in
some cases not) of the members of the exchange is pledged to support the
financial integrity of the exchange, whereas in over-the-counter transactions,
on the other hand, traders must rely solely on the credit of their respective
individual counterparties. The Trust will trade extensively in both exchange-
traded and over-the-counter instruments.

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THE MANAGING OWNER

The managing owner and commodity pool operator of the Trust is CIS
Investments, Inc., a wholly-owned subsidiary of Cargill Investor Services, Inc.,
the Trust's Futures Broker. The Managing Owner was incorporated in Delaware in
1983. It has been registered with the CFTC under the CEA as a commodity pool
operator since December 13, 1985 and is a member in good standing of NFA in such
capacity. CISI maintains its principal office at 233 South Wacker Drive, Suite
2300, Chicago, Illinois 60606; telephone (312) 460-4000. The records of the
Trust will be kept at CISI's principal office. The officers and directors of
CISI do not receive any compensation directly from CISI.

CISI currently operates two public commodity pools jointly with IDS Futures
Corporation and one private commodity pool and operated one private commodity
pool (which has been liquidated). The past performance record of the Managing
Owner is set forth on pages 105 to 113.

The directors and officers of CISI are as follows:

HAL T. HANSEN is President and a director. Mr. Hansen has been President
of Cargill Investor Services, Inc. since November 1978. He serves on the
Executive Committees of the Board of Directors of NFA and the Futures Industry
Association ("FIA") and is the Chairman of NFA. Mr. Hansen graduated from the
University of Kansas in 1958. He started work at Cargill, Incorporated in 1958,
and was employed by Cargill S.A.C.I. in Argentina from 1965 to 1969. Mr. Hansen
has been employed by Cargill Investor Services, Inc. since 1974.

L. CARLTON ANDERSON is Vice President and a director. Mr. Anderson is a
graduate of Northwestern University, Evanston, Illinois. He started work at
Cargill, Incorporated in 1959, in the Commodity Marketing Division. He served
as President of Stevens Industries Inc., Cargill's peanut shelling subsidiary,
from 1979 to 1981. He has been employed by Cargill Investor Services, Inc.
since 1981, and is currently the Director in charge of the Portfolio
Diversification Group. Mr. Anderson recently served on the Board of Directors
of the Managed Futures Association.

RICHARD A. DRIVER is Vice President and a director. Mr. Driver became a
Vice President and a director of CISI on June 29, 1993. Mr. Driver graduated
from the University of North Carolina in 1969 and he received a Masters Degree
from the American Graduate School of International Management in 1973.
Mr. Driver began working for Cargill, Incorporated in 1973 and joined Cargill
Investor Services, Inc. in 1977 as Vice President of Operations.

CHRISTOPHER MALO is Vice President. Mr. Malo graduated from Indiana
University in 1976. He started work at Cargill, Incorporated in June 1978 as an
internal auditor. He transferred to Cargill Investor Services, Inc. in August
1979, and served as Secretary/Treasurer from November 1983 until July 1991. He
was elected Vice President and Secretary in July 1991. He is a member of the
FIA Operations Division and has served as Chairman of the FIA Finance Committee.

BARBARA A. PFENDLER is Vice President. Ms. Pfendler is a graduate of the
University of Colorado, Boulder. She began her career with Cargill,
Incorporated in 1975. She held various merchandising and management positions
within the organization's Oilseed Processing Division before transferring to CIS
in 1986 where she is responsible for all marketing activities of the Portfolio
Diversification Group. She was appointed Vice President of CISI in May 1990 and
Vice President of CIS in June of 1996.

DONALD ZYCK is Secretary and Treasurer. Mr. Zyck graduated from Northern
Illinois University, DeKalb, Illinois in 1983. He began working at Cargill
Investor Services, Inc. in April 1985 as a Staff Accountant. From January 1988
to October 1994 he was a Manager of Treasury Operations at CIS. He was elected
Controller, Secretary and Treasurer of CIS in October 1994.

BRUCE H. BARNETT is an Assistant Secretary. Mr. Barnett graduated in 1968
from Southern Connecticut State College. New York University Law School awarded
Mr. Barnett a J.D. in 1971 and an L.L.M. in 1973. He started work at Cargill,
Incorporated in 1990 as Vice President, Taxes. From 1987 to 1990, Mr. Barnett
held various positions at Unilever, a European based multi-national corporation.

HENRY W. GJERSDAL, JR. is an Assistant Secretary. Mr. Gjersdal received a
bachelor of arts degree from Gustavus Adolphus College in 1976 and a J.D. degree
from the University of Michigan in 1979. He is a member of the American Bar
Association and the Tax Executives Institute. He joined the Law Department of
Cargill, Incorporated in April 1981. He had previously been an associate with
Doherty, Rumble and Butler, Minneapolis, Minnesota. In June 1985 he was named
European Tax Manager for Cargill International, Geneva, and in 1987 was named
Senior Tax Attorney for the Law Department. He became Assistant Tax Director in
the Tax Department in December 1990. Mr. Gjersdal was named

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Assistant Vice President of Cargill, Incorporated's Administrative Division in
April 1994 with responsibility for the Audit and international groups in
Cargill's Tax Department and became Assistant Secretary on June 25, 1996.

PATRICE H. HALBACH is an Assistant Secretary. Ms. Halbach graduated phi
beta kappa from the University of Minnesota with a bachelor of arts degree in
history. In 1980 she received a J.D. degree cum laude from the University of
Minnesota. She is a member of the Tax Executives Institute, the American Bar
Association and the Minnesota Bar Association. Ms. Halbach joined the Law
Department of Cargill, Incorporated in February 1983. She had previously been
an attorney with Fredrikson & Byron, Minneapolis, Minnesota. In December 1990,
she was named Senior Tax Manager for Cargill, Incorporated's Tax Department and
became Assistant Tax Director in March 1993 and was responsible for the
oversight of federal audits and international compliance. She was named
Assistant Vice President of Cargill, Incorporated's Administrative Division in
April 1994. She became Assistant Secretary on June 25, 1996.

To permit the formation of the Trust in preparation for the filing of the
Registration Statement of which this Prospectus forms a part, each of Messrs.
Hansen, Anderson, Driver and Zyck and Ms. Pfendler purchased 0.43 unit. Their
units and units of other initial beneficial owners will be redeemed by the Trust
on the initial closing date at the original purchase price of $100 per unit.

JOHN W. HENRY & COMPANY, INC.

BACKGROUND

John W. Henry & Company, Inc., a California corporation, is a United
States-based global investment management firm. JWH is recognized as a leader
in managing capital in futures, interest rate, and foreign exchange markets for
international banks, brokerage firms, pension funds, institutions, and high-net-
worth individuals. JWH trades numerous contracts on a 24-hour basis in the
Americas, Europe and Asia, and has grown to be one of the largest advisors in
the industry, managing approximately $2.0 billion in client capital as of
January 31, 1997.

John W. Henry & Company began managing assets in 1981 as a sole
proprietorship and was later incorporated in the state of California as John W.
Henry & Co., Inc. to conduct business as a commodity trading advisor. The sole
shareholder of JWH is the John W. Henry Trust dated July 27, 1990. The trustee
and sole beneficiary of the Trust is John W. Henry. JWH is registered as a
commodity trading advisor and a commodity pool operator with the CFTC, is a
member of NFA and the FIA and a sustaining member of the Managed Futures
Association (the "MFA").

A DISCIPLINED INVESTMENT PHILOSOPHY

JWH's history of success is based on the following guiding principles:

LONG-TERM PERSPECTIVE. JWH's investment strategies rest on a long-term
perspective on the world's financial and commodities markets. Historical
performance demonstrates that, because trends often last longer than most market
participants expect, strong returns can be generated from positions held over
the long term.

DISCIPLINED INVESTMENT PROCESS. The disciplined investment process
utilized by JWH is designed to generate superior, risk-adjusted rates of return
throughout a market cycle. By consistently applying investment techniques in
financial and commodities markets worldwide, JWH is able to participate in
rising and falling markets without bias.

JWH's ongoing research has led to the development of analytical models
which suggest the appropriate content, weighting, entries and exits for each
investment position. Once established, investment positions are monitored
around the clock. While many of these positions are closed out within a few
days or weeks at a profit or loss, others are retained where JWH's investment
guidelines indicate potential opportunity for exceptional returns.

TREND IDENTIFICATION. JWH's strategies are nonpredictive. Instead, based
on comprehensive research on historic pricing data, JWH seeks to recognize the
movements of capital from one market to another after trends have begun.

GLOBAL DIVERSIFICATION. For more than a decade, JWH has recognized the
importance of global trading. Financial markets around the world are
increasingly interrelated, with actions in one country's markets often
influencing markets in other parts of the world. JWH investments are positioned
to provide access to the performance potential offered by the global
marketplace.

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COMPREHENSIVE RISK MANAGEMENT. JWH's risk management strategies are
designed to decrease volatility and improve the risk/reward characteristics of
investments in futures and forwards by relying upon carefully formulated risk
management algorithms that define controlled loss parameters prior to the
establishment of a position.

PRINCIPALS

MR. JOHN W. HENRY is chairman of the JWH Board of Directors and is trustee
and sole beneficiary of the John W. Henry Trust dated July 27, 1990. Mr. Henry
is also a member of the Investment Policy Committee of JWH. He currently
concentrates his activities at JWH on portfolio management, business issues and
frequent dialogue with trading supervisors. Mr. Henry is the exclusive owner of
certain trading programs licensed to Elysian Licensing Corporation, a
corporation wholly-owned by Mr. Henry, sublicensed by Elysian Licensing
Corporation to JWH and utilized by JWH in managing client accounts. Over the
last 15 years, Mr. Henry has developed many innovative investment programs which
have enabled JWH to become one of the most successful money managers in the
foreign exchange, futures and fixed income markets.

Mr. Henry has served on the Board of Directors of the National Association
of Futures Trading Advisors ("NAFTA") and the Managed Futures Trade
Association, and has served on the Nominating Committee of NFA. Mr. Henry
currently serves on the Board of Directors of the FIA and is chairman of the
FIA task force on Derivatives for Investment. He also currently serves on a
panel created by the Chicago Board of Trade and Chicago Mercantile Exchange to
study cooperative efforts related to electronic trading, common clearing and
the issues regarding the possible merger of these two exchanges. In 1989, Mr.
Henry established residency in Florida and since that time has performed
services from that location as well as at the Connecticut offices of JWH. Mr.
Henry is a principal of JWH Risk Management, Inc., Westport Capital Management
Corporation, Global Capital Management Limited, JWH Asset Management, Inc. and
JWH Financial Products, Inc., all of which are affiliates of JWH. Since the
beginning of 1987, Mr. Henry has devoted and will continue to devote
considerable time to business activities unrelated to JWH and its affiliates.

MR. MARK H. MITCHELL is vice chairman, general counsel and a member of the
Board of Directors of JWH. He is also vice chairman and a director of JWH Risk
Management, Inc., JWH Asset Management, Inc. and JWH Financial Products, Inc.
Prior to his employment at JWH in January 1994, Mr. Mitchell was a partner of
Chapman and Cutler, a Chicago, Illinois law firm, where he had headed its
futures law practice since August 1983. From August 1980 to March 1991, he
served as general counsel of NAFTA and, from March 1991 to December 1993, he
served as general counsel of the MFA. Mr. Mitchell is currently a member of
the Commodity Pool Operator/Commodity Trading Advisor Advisory Committee and
the Special Committee for the Review of the Multi-Tiered Regulatory Approach to
NFA Rules, both of NFA. In addition, he has served as a member of the
Government Relations Committee of the MFA and the Executive Committee of the
Law and Compliance Division of the FIA. In 1985, he received the Richard P.
Donchian Award for Outstanding Contributions to the Field of Commodity Money
Management. He was an editor of FUTURES INTERNATIONAL LAW LETTER and of its
predecessor publication, COMMODITIES LAW LETTER. He received an A.B. with
honors from Dartmouth College and a J.D. from the University of California at
Los Angeles, where he was named to the Order of the Coif, the national legal
honorary society.

MR. DAVID R. BAILIN is an executive vice president and a member of the
Operating Committee of JWH. He is also president and a director of Westport
Capital Management Corporation, president of JWH Risk Management, Inc., and
president and chairman of the Board of Directors of Global Capital Management
Limited. He is responsible for the development, implementation, and management
of JWH's sales and marketing infrastructure. He currently serves on the Board
of Directors of the Futures Industry Institute. Prior to joining JWH in
December 1995, Mr. Bailin was managing director -- development since April 1994
for Global Asset Management (GAM), a Bermuda based management firm with over $7
billion in managed assets. He was responsible for overseeing the international
distribution of GAM's funds as well as for establishing new distribution
relationships and channels. Prior to his employment with GAM, Mr. Bailin
headed the real estate asset management division of Geometry Asset Management
beginning in July 1992. Prior to that time, beginning in 1987, he was
president of Warner Financial, an investment advisory business in Boston,
Massachusetts. Mr. Bailin received a B.A. from Amherst College and an M.B.A.
from Harvard Business School.

MR. JAMES E. JOHNSON, JR. is chief financial officer, chief administrative
officer and a member of the Operating Committee of JWH. In addition, Mr.
Johnson is a principal of Westport Capital Management Corporation, JWH Asset
Management, Inc., JWH Risk Management, Inc. and JWH Financial Products, Inc.
Mr. Johnson joined JWH in May 1995 from Bankers Trust Company where he had been
managing director and chief financial officer of the asset management division
since January 1983. His areas of responsibility included finance, operations
and technology for the $160 billion global asset advisor. Prior to joining
Bankers Trust, Mr. Johnson was a product manager

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at American Express Company responsible for research and market strategies for
the Gold Card. He received a B.A. with honors from Columbia University and an
M.B.A. in Finance and Marketing from New York University.

MS. ELIZABETH A.M. KENTON is a senior vice president, the director of
compliance and a member of the Operating Committee of JWH. Since joining JWH
in March 1989, Ms. Kenton has held positions of increasing responsibility in
research and development, administration and regulatory compliance. Ms. Kenton
is also senior vice president of JWH Risk Management, Inc., vice president of
JWH Asset Management, Inc. and JWH Financial Products, Inc., a director of
Westport Capital Management Corporation and a director of Global Capital
Management Limited. Prior to her employment at JWH, Ms. Kenton was associate
manager of finance and trading operations at Krieger Investments, a currency
and commodity trading firm. From July 1987 to September 1988, Ms. Kenton
worked for Bankers Trust Company as a product specialist for foreign exchange
and Treasury options trading. Ms. Kenton is a member of the MFA's Trading and
Markets Committee. She received a B.S. in Finance from Ithaca College.

MS. MARY ELIZABETH HARDY is a senior vice president, the director of
trading administration and a member of the Operating and Investment Policy
Committees of JWH. On March 4, 1997, Ms. Hardy announced her resignation
from the positions listed above effective April 30, 1997. Thereafter, she
may continue with JWH on a part time basis to assist with transition issues.
Since joining JWH in September 1990, Ms. Hardy has held positions of
increasing responsibility in research and development and trading. Prior to
her employment at JWH, Ms. Hardy held the position of associate editor at
Waters Information Services ("Waters"), a publishing company, where she wrote
weekly articles covering technological advances in the securities and futures
markets. Prior to joining Waters in 1989, Ms. Hardy was at Shearson Lehman
Brothers Inc. ("Shearson"), where she held the position of assistant director
of the Managed Futures Trading Department. Prior to that, Ms. Hardy was an
institutional salesperson for Shearson, in a group specializing in financial
futures and options. Previously, Ms. Hardy was an institutional salesperson
for Donaldson, Lufkin and Jenrette with a group which also specialized in
financial futures and options. Ms. Hardy serves on the Executive Committee
of the MFA's Board of Directors and has chaired its Trading and Markets
Committee. She received a B.B.A. in Finance from Pace University.

MR. DAVID M. KOZAK is counsel to the firm, a vice president and secretary
of JWH. In addition, he is assistant secretary of Westport Capital Management
Corporation and secretary of JWH Risk Management, Inc., JWH Asset Management,
Inc. and JWH Financial Products, Inc. Prior to joining JWH in September 1995,
Mr. Kozak was employed at the law firm of Chapman and Cutler, where he was an
associate from September 1983 and a partner from 1989. Mr. Kozak has
concentrated in commodity futures law since 1981, with emphasis in the area of
commodity money management. During the time he was employed at Chapman and
Cutler, he served as outside counsel to NAFTA and the MFA. Mr. Kozak is
currently a member of the NFA Special Committee on CPO/CTA Disclosure Issues,
the Government Relations Committee of the MFA, and the Visiting Committee of The
University of Chicago Library. He received a B.A. from Lake Forest College, an
M.A. from The University of Chicago, and a J.D. from Loyola University of
Chicago.

MR. KEVIN S. KOSHI is a senior vice president and chief trader of JWH. He
is also a member of the Investment Policy Committee of JWH. Mr. Koshi is
responsible for the supervision and administration of all aspects of order
execution strategies and the implementation of trading policies and procedures.
Mr. Koshi joined JWH in August 1988 as a professional in the Finance Department,
and since 1990 has held positions of increasing responsibility in the Trading
Department. He received a B.S. in Finance from California State University at
Long Beach.

MR. BARRY S. FOX is the director of research and is a member of the
Investment Policy Committee of JWH. Mr. Fox is responsible for the design and
testing of existing and new programs. He also supports and maintains the
proprietary systems/models used to generate JWH trades. Mr. Fox joined JWH in
March 1991 and since that time has held positions of increasing responsibility
in the Research and Product Development Department. Prior to his employment at
JWH, Mr. Fox provided sales and financial analysis support for Spreadsheet
Solutions, a financial software development company. Prior to joining
Spreadsheet Solutions in October 1990, Mr. Fox operated a trading company where
he traded his own proprietary capital. Before that, he was employed with
Bankers Trust as a product specialist for foreign exchange and Treasury options
trading. He received a B.S. in Business Administration from the University of
Buffalo.

MS. GLENDA G. TWIST is a director of JWH and has held that position since
August 1993. Ms. Twist has given JWH notice of her intent to leave the company
but will continue to perform her duties for the time being. Ms. Twist joined
JWH in September 1991 with responsibilities for corporate liaison, and she
continues her duties in that area. Her responsibilities include assistance in
the day-to-day administration of the Florida office and review and compilation
of financial information for JWH. Ms. Twist was president of J.W. Henry
Enterprises Corp., for which she performed financial, consulting and
administrative services from January 1991 to August 1991. From 1988 to 1990,
Ms. Twist was

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executive director of Cities in Schools, a program in Arkansas designed to
prevent students from leaving school before completing their high school
education. She received her B.S. in Education from Arkansas State University.

MR. JOHN A. F. FORD is the director of marketing at JWH and is responsible
for the development and implementation of strategic marketing and communications
programs. He joined JWH in May 1996 from J. P. Morgan where he had been vice
president and head of corporate communications for that firm's European
operations, responsible for public relations, advertising, and marketing from
February 1994 to October 1995. He previously held a similar position with J. P.
Morgan at the Euroclear Operations Centre in Brussels from January 1992 to
February 1994. From October 1995 to May 1996 he undertook a number of
consultancy projects while relocating to the United States. Prior to joining J.
P. Morgan, Mr. Ford was managing director of the European headquarters of Gavin
Anderson & Co. (UK), an international corporate and investor relations
consultancy firm, from February 1987 to December 1991. Mr. Ford was involved in
advising the Chicago Mercantile Exchange on marketing its services to European
institutions and advising the International Petroleum Exchange in London on
similar matters. In addition, he helped market Mercury Asset Management to
major institutions and pension funds.

MR. MICHAEL D. GOULD is director of investor services at JWH. He is
responsible for general business development and oversees investor services
support. He joined JWH in April 1994 from Smith Barney Inc. where he served as
senior sales manager and vice president futures for the Managed Futures
Department. He held the identical position with the predecessor firms of
Shearson Lehman Bros. and Lehman Bros. Prior to that time, he was engaged in a
proprietary trader development program at Tricon USA from September 1990 to
October 1991. He was a registered financial consultant with Merrill Lynch from
1985 through August 1990.

MR. JACK M. RYNG, C.P.A., joined JWH as the controller in November 1991.
Prior to that time, he was a senior manager with Deloitte & Touche where he held
positions of increasing responsibility since September 1985 for commodities and
securities industry clients. His clients included the largest commodity pool
operators in the United States, along with broker-dealers, futures commission
merchants, and foreign exchange operations in the areas of accounting,
regulatory compliance, and consulting. Prior to his employment by the Financial
Services Center of Touche Ross & Co. (the predecessor firm of Deloitte &
Touche), he was a senior accountant for Leonard Rosen & Co. Mr. Ryng is a
member of AICPA and the New York C.P.A. Society, and is a member of the board of
the New York Operations Division of the FIA. He received a B.S. in Business
Administration from Duquesne University.

MR. MICHAEL J. SCOYNI is a managing director of JWH and is secretary and a
director of Westport Capital Management Corporation. Mr. Scoyni has been
associated with Mr. Henry since 1974 and with JWH since 1982. He was engaged in
research and development for John W. Henry & Company (JWH's predecessor) from
November 1981 to December 1982 and subsequently has been employed in positions
of increasing responsibility. He received a B.A. in Anthropology from
California State University in 1974.

MR. CHRISTOPHER E. DEAKINS is a vice president of JWH. He is responsible
for general business development and investor services support. Prior to
joining JWH in August 1995, he was a vice president, national sales, and a
member of the Management Team for RXR Capital Management, Inc. His
responsibilities consisted of business development, institutional sales, and
broker dealer support. Prior to joining RXR in August 1986, he was engaged as
an account executive for Prudential-Bache Securities starting in February 1985.
Prior to that, Mr. Deakins was an account executive for Merrill Lynch. He
received a B.A. in Economics from Hartwick College.

MR. CHRIS J. LAUTENSLAGER is a vice president of JWH. He is responsible
for general business development and Investor Services support. Prior to
joining JWH in April 1996, he was the vice president of institutional sales for
I/B/E/S International Inc., a distributor of corporation earnings estimate
information. His responsibilities consisted of business development and support
of global money managers and investment bankers. Prior to his employment with
I/B/E/S, Mr. Lautenslager devoted time to personal activities from April 1994 to
March 1995, following the closing of the Stamford, Connecticut office of Gruntal
& Co., where he had worked as a proprietary equity trader since November 1993.
Before that, he held the same position at S.A.C. Capital Management starting in
February 1993. From 1987 to December 1992, Mr. Lautenslager was a partner and
managing director of Limitless Options Partners, a registered Chicago Mercantile
Exchange trading and brokerage organization, where he traded currency futures
and options. He received a B.S. in Accounting from the University of Colorado
and a Masters in Management from Northwestern University.

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MR. EDWIN B. TWIST is a director of JWH and has held that position since
August 1993. He is also a director of JWH Risk Management, Inc. JWH Asset
Management, Inc., and JWH Financial Products, Inc. Mr. Twist joined JWH as
internal projects manager in September 1991. Mr. Twist's responsibilities
include assistance in the day-to-day administration of JWH's Florida office and
internal projects. Mr. Twist was secretary and treasurer at J.W. Henry
Enterprises Corp., a Florida corporation engaged in administrative and
financial consulting services, for which he performed financial, consulting and
administrative services from January 1991 to August 1991.

MS. NANCY O. FOX, C.P.A., is a vice president and the director of
investment support of JWH. She is responsible for the day-to-day activities of
the Investment Support Department, including all aspects of operations and
performance reporting. Prior to joining JWH in January 1992, Ms. Fox was a
senior accountant at Deloitte & Touche, where she served commodities and
securities industry clients and held positions of increasing responsibility
since July 1987. Ms. Fox is a member of the AICPA and the New Jersey Society of
C.P.A.s. She received a B.S. in Accounting and Finance from Fairfield
University and an M.B.A. from the University of Connecticut.

MS. WENDY B. GOODYEAR is a director of the office of the chairman. She is
responsible for managing and coordinating projects involving Mr. Henry. Ms.
Goodyear joined JWH in October 1995 as director of marketing, responsible for
the development and implementation of strategic marketing and communications
programs. Prior to her employment at JWH, Ms. Goodyear was a vice president at
Citibank where she held several positions, including product development manager
for the depository receipt business and marketing manager for the pension
business. Prior to joining Citibank in May 1993, Ms. Goodyear was employed at
Bankers Trust Company from 1985 where she held positions of increasing
responsibility in both the private bank and pension businesses. Ms. Goodyear
received a B.A. in History from the University of Virginia and an M.B.A. from
the Stern School of Business at New York University.

MR. JULIUS A. STANIEWICZ is the senior strategist in JWH's Product
Development Department. He is also president of JWH Asset Management, Inc. and
JWH Financial Products, Inc. Prior to joining JWH in March of 1992, Mr.
Staniewicz was employed with Shearson Lehman Brothers as a financial consultant
since April 1991. Prior to that, beginning in 1990, Mr. Staniewicz was a vice
president of Phoenix Asset Management, a commodity pool operator and
introducing broker, where he helped develop futures funds for syndication and
institutional investors. From 1986 to 1989, Mr. Staniewicz worked in the
managed futures department at Prudential-Bache Securities, Inc., lastly as an
assistant vice president and co-director of managed futures. In that capacity,
he oversaw all aspects of forming and offering futures funds, including the
selection and monitoring of commodity trading advisors. Mr. Staniewicz
received a B.A. in Economics from Cornell University.

THE INVESTMENT POLICY COMMITTEE

The Investment Policy Committee ("IPC") is one vehicle for
decision-making at JWH about the content and application of JWH investment
programs. Composition of the IPC, and participation in its discussions and
decisions by non-members, may vary over time. The IPC is an interdepartmental
advisory body which meets periodically to discuss issues relating to the JWH
investment programs and their application to markets, including research on
markets and strategies in relation to the proprietary trading models employed
by JWH. JWH's proprietary research group may determine new markets which
should be traded in given portfolios, or determine markets which should be
removed from given portfolios. Non-proprietary recommendations from research
are then presented to and discussed by the IPC, which may recommend them to
the chairman for approval. Proprietary research findings are reviewed
directly by the chairman before implementation. All recommendations of the
IPC are subject to final approval by the chairman. The IPC does not make
particular trading decisions. The trading department initiates and
liquidates positions and manages JWH portfolios in accordance with the firm's
proprietary trading methodology, which is not overruled unless the chief
trader or director of trading administration determines that doing so is in
the best interests of clients. No trade indications are overruled without
the express approval of the chairman. The chairman may also notify the
trading department at any time of special situations which he deems may
require a modification in applying the methodology.

LEGAL CONCERNS

JWH was named as a co-defendant in the following class action lawsuits
purportedly brought on behalf of investors in certain commodity pools ("Dean
Witter Pools") operated by Dean Witter Reynolds Inc. or its affiliates ("Dean
Witter"), some of which Dean Witter Pools are advised by JWH. All of these
actions are primarily directed at Dean Witter's alleged fraudulent selling
practices in connection with the marketing of the Dean Witter Pools. JWH is
essentially alleged to have aided and abetted or directly participated with Dean
Witter in those practices.

On September 6, 1996, a purported class action was commenced in the
Superior Court of the State of California, Los Angeles County, on behalf of all
purchasers of interests in certain Dean Witter Pools. KOZLOWSKI ET AL. V. JOHN
W. HENRY CO. ET AL., BC156941 (the "Kozlowski Action"). The defendants include
JWH, another commodity trading advisor, Dean Witter, certain of its affiliates
and certain Dean Witter Pools. Plaintiffs allege claims for fraud and deceit,
negligent misrepresentation, violation of Sections 25401, 25402, 25501 and 25502
of California Corporations Code, intentional

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breach of fiduciary duty, negligent breach of fiduciary duty, fraudulent and
unfair business practices, unjust enrichment, and conversion, and seek an
accounting. Compensatory and punitive damages in unspecified amounts and
equitable relief are sought.

On September 10, 1996, a purported class action was commenced in the
Superior Court of the State of California, Los Angeles County, on behalf of the
same purported class as the Kozlowski Action. GUREVITZ ET AL. V. JOHN W. HENRY
& CO. ET AL., BC156922 The same defendants are named, the same claims are
alleged and the same relief is sought as in the Kozlowski Action.

On February 24, 1997, the Supreme Court of the State of New York, New
York County, consolidated the two actions described below, under the caption
IN RE DEAN WITTER MANAGED FUTURES CLASS ACTIONS, number 96/116698. On
September 18, 1996, a purported class action was commenced in the Supreme
Court of the State of New York, New York County, on behalf of the same
purported class as the Kozlowski Action. MALICHIO ET AL. V. JOHN W. HENRY &
CO. ET AL., #116698-96. The defendants include JWH, another commodity
trading advisor, Dean Witter and certain of its affiliates. Plaintiffs
allege a claim for common law fraud and seek compensatory damages in an
unspecified amount. On September 20, 1996, a purported class action was
commenced in the Supreme Court of the State of New York, New York County, on
behalf of the same purported class as the Kozlowski Action. HAMEL ET AL. V.
JOHN W. HENRY & CO., #604775/96 The defendants include JWH, another
commodity trading advisor, Dean Witter and certain of its affiliates.
Plaintiffs allege claims for common law fraud, breaches of fiduciary duty,
and reckless and/or negligent misrepresentation and non-disclosure, and seek
compensatory and punitive damages in unspecified amounts.

On September 20, 1996, a purported class action was commenced in the
Superior Court of the State of California, Los Angeles County, on behalf of the
same purported class as the Kozlowski Action. SHIFFLET ET AL. V. JOHN W. HENRY
& CO. ET AL., BC157596. The same defendants are named and the same claims are
alleged and the same relief is sought as in the Kozlowski Action.

On November 14, 1996, a purported class action was commenced in the
Superior Court of the State of Delaware, New Castle County, on behalf of the
same purported class as the Kozlowski Action. LIPTAK ET AL. V. DEAN WITTER
REYNOLDS INC. ET AL., #96C-11-115VAB. The defendants include JWH, another
commodity trading advisor, Dean Witter and certain of its affiliates.
Plaintiffs allege claims for common law fraud, negligent misrepresentation,
misrepresentation and mutual mistakes of fact and seek compensatory and punitive
damages in unspecified amounts.

JWH believes the allegations against it in these actions are without merit;
it intends to contest these allegations vigorously and is convinced that it will
be shown to have acted properly and in the best interests of investors.

ETHICAL CONCERNS

JWH and Mr. Henry may engage in discretionary trading for their own
accounts, and may trade for the purpose of testing new investment programs
and concepts, as long as such trading does not amount to a breach of
fiduciary duty. In the course of such trading, JWH and Mr. Henry may take
positions in their own accounts which are the same or opposite from client
positions due to testing a new quantitative model or program, a neutral
allocation system, and/or trading pursuant to individual discretionary
methods, and on occasion, such orders may receive better fills than client
accounts. Records for these accounts will normally not be made available to
clients. Employees and principals of JWH (other than Mr. Henry) are not
permitted to trade on a discretionary basis in futures, options on futures or
forward contracts. However, such principals and employees may invest in
investment vehicles that trade futures, options on futures, or forward
contracts, when an independent trader manages trading in that vehicle, and in
the JWH Employee Fund, L.P., which is managed by JWH. The records of these
accounts also will not be made available to clients.

TRADING TECHNIQUES

JWH specializes in managing institutional and individual capital in the
global commodities, interest rate and foreign exchange markets. Since 1981, JWH
has developed and implemented proprietary trend-following trading techniques
that focus on long-term rather than short-term, day-to-day trends. In addition
to the Trading Programs, JWH currently operates ten other programs that trade
from either a U.S. or a foreign currency perspective, none of which will be
employed by the Trust initially.

JWH's systematic investment process in designed to generate, over market
cycles, excellent risk-adjusted rates of return under favorable and adverse
market conditions. The JWH process capitalizes on emerging, long-term, rising
and falling price trends and ignores day-to-day price fluctuations. To ensure
disciplined implementation of its investment

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philosophy, JWH uses mathematical models to execute investment decisions in more
than 50 global markets encompassing currencies, commodities and financial
securities. All JWH investment programs follow the strict money management
framework outlined below.

The first step in the JWH investment process is the identification of a
price trend. While there are many ways to identify trends, JWH uses a
methodology which identifies opportunities in order to attempt to capture a
majority of the significant price movements in a given market. The process
presumes that such price movements will often exceed the expectation of the
general marketplace. As such, the JWH discipline is to pare losing positions
relatively quickly while allowing profitable positions to mature. Positions
held for two to four months are not unusual, and positions have been held for
more than one year. Historically, only thirty to forty percent of all trades
made pursuant to the investment methods have been profitable. Large profits on
a few trades in positions that typically exist for several months have produced
favorable results overall. Generally, most losing positions are liquidated
within weeks. The maximum equity retracement JWH has experienced in any single
program was nearly sixty percent. Clients should understand that similar or
greater drawdowns are possible in the future. THERE CAN BE NO ASSURANCE THAT
JWH WILL TRADE PROFITABLY FOR THE TRUST OR AVOID SUDDEN AND SEVERE LOSSES.

JWH at its sole discretion may override computer-generated signals and may
at times use discretion in the application of its quantitative models which may
affect performance positively or negatively. Subjective aspects of JWH's
quantitative models also include the determination of leverage, commencement of
trading an account, contracts and contract months, margin utilization, and
effective trade execution.

PROGRAM MODIFICATIONS

In an effort to maintain and improve performance, JWH has engaged, and
continues to engage, in an extensive program of research. While the basic
philosophy underlying JWH's investment methodology has remained intact
throughout its history, the potential benefits of employing more than one
investment methodology, alternatively, or in varying combinations, is a subject
of continual testing, review and evaluation. Extensive research may suggest the
substitution of alternative investment methodologies with respect to particular
contracts in light of relative differences in the hypothetical historical
trading performance achieved through testing different methodologies. In
addition, risk management research and analysis may suggest modifications
regarding the relative weighting among various contracts, the addition or
deletion of particular contracts for a program or a change in the degree of
leverage employed.

As the capital in each program increases, additional emphasis and weighting
may be placed on certain markets which have historically demonstrated the
greatest liquidity and profitability. The weightings of capital committed to
various markets in the trading programs are dynamic, and JWH may vary the
weightings at its discretion as market conditions, liquidity, position limit
considerations and other factors warrant. The Managing Owner (and, accordingly,
the Unitholders) will generally not be informed of any such changes.

LEVERAGE

Leverage adjustments have been and continue to be an integral part of JWH's
investment strategy. At its discretion, JWH may adjust leverage in certain
markets or entire programs. Leverage adjustments may be made at certain times
for one program but not for others. Factors which may affect the decision to
adjust leverage include: ongoing research; program volatility; current market
volatility; risk exposure; and subjective judgment and evaluation of these and
other general market conditions. Such decisions to change leverage may
positively or negatively affect performance, and will alter risk exposure of an
account. Leverage adjustments may lead to greater profits or losses, more
frequent and larger margin calls, and greater brokerage expense. NO ASSURANCE
IS GIVEN THAT SUCH LEVERAGE ADJUSTMENTS WILL BE TO THE FINANCIAL ADVANTAGE OF
THE TRUST. JWH RESERVES THE RIGHT, IN ITS SOLE DISCRETION, TO ADJUST ITS
LEVERAGE POLICY WITHOUT NOTIFICATION TO INVESTORS.

ADDITION, REDEMPTION AND REALLOCATION OF CAPITAL FOR POOL ACCOUNTS

JWH has developed procedures for pool accounts, such as the Trust, that
provide for the addition, redemption and/or reallocation of capital. Investors
who purchase or redeem units in a pool are most frequently permitted to do so at
a price equal to the net asset value per unit on the close of business on the
last business day of the month or quarter. In addition, pools often may
reallocate capital among advisors at the close of business on the last business
day of the month. In order to provide market exposure commensurate with the
equity in the account on the date of these transactions, JWH's general practice
is to adjust positions at a time as close as possible to the close of business
on the last trading date of the month. The intention is to provide for
additions, redemptions and reallocations at a net asset value per unit that will
be the same for each of these transactions and to eliminate possible variation
in the net asset value per

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<PAGE>

unit that could occur as a result of inter-day price changes if, for example,
additions were calculated on the first day of the subsequent month. Therefore,
JWH may, in its sole discretion, adjust its investment of the assets associated
with the addition, redemption or reallocation of capital as near as possible to
the close of business on the last trading day of the month to reflect the
amount then available for trading. Based on JWH's determination of liquidity
or other market conditions, JWH may decide to commence trading earlier in the
day on, or before, the last business day of the month, or, at its sole
discretion, delay adjustments to trading for an account to a date or time after
the close of business on the last day of the month. No assurance is given that
JWH will be able to achieve the objectives described above in connection with
funding level changes. The use of discretion by JWH in the application of its
procedures for trading pool accounts may affect performance positively or
negatively.

In addition to futures contracts, JWH may from time to time trade spot and
forward contracts on physical or cash commodities, including specifically gold
bullion, when it believes that such markets offer comparable or superior market
liquidity or a greater ability to execute transactions at a single price. Such
transactions, as opposed to futures transactions, relate to the purchase and
sale of specific physical commodities. Whereas futures contracts are generally
uniform except for price and delivery time, cash contracts may differ from each
other with respect to such terms as quantity, grade, mode of shipment, terms of
payment, penalties, risk of loss and the like. There is no limitation on the
daily price movements of spot or forward contracts transacted through banks,
brokerage firms or dealers, and those entities are not required to continue to
make markets in any commodity. In addition, the CFTC does not comprehensively
regulate such transactions, which are subject to the risk of the foregoing
entities' failure, inability or refusal to perform with respect to such
contracts. JWH intends that the Trust will not take physical deliveries of
commodities, other than in the case of EFP transactions in currencies.

THE TRADING PROGRAMS

The Trust will initially allocate its assets equally between the Original
Investment Program and the Financial and Metals Portfolio, which are the two
longest established, continuously offered JWH programs. Thereafter, JWH will
automatically rebalance Trust assets equally between the two Trading Programs at
the end of each quarter. The timing of reallocation to rebalance assets between
the Trading Programs may result in closing positions other than at times when a
Trading Program would dictate, causing the Trust to incur losses or forgo
profits that it would otherwise achieve.

ORIGINAL INVESTMENT PROGRAM. The first program offered by JWH, this
Trading Program is a broadly diversified portfolio providing access to a
diverse group of financial and nonfinancial markets on U.S. and non-U.S.
exchanges. Based on the results of extensive research, the Trading Program's
composition was revised in July 1992 to include new global markets and an
increased weighting in financial sectors. The Trading Program utilizes
long-term quantitative reversal models which hold either long or short
positions at all times in every market in which it participates. As of January
31, 1997, JWH had approximately $265 million under management pursuant to the
Original Investment Program.

FINANCIAL AND METALS PORTFOLIO. The Financial and Metals Portfolio seeks
to capitalize on sustained moves in global financial markets utilizing
intermediate- and long-term quantitative trend analysis models, some of which
attempt to employ neutral stances during periods of nontrending markets. As of
January 31, 1997, JWH had approximately $1.2 billion under management pursuant
to the Financial and Metals Portfolio.

MARKETS AND SECTORS TRADED

The Trust will trade, from time to time, in over 50 markets pursuant to the
Trading Programs. Portfolio allocations within each Trading Program are under
continuous review, on the basis of both systematic and discretionary analysis,
and are adjusted from time to time as JWH deems advisable. The following
depicts the market allocations as of January 31, 1997 of the Trading Programs.

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ORIGINAL INVESTMENT PROGRAM

Agriculture 18.0% Energy 19.1%
U.S. Interest Rates 7.5% Pacific Rim Interest Rates 17.2%
European Interest Rates 8.2% Foreign Exchange 14.1%
Stock Indices 8.3% Metals 7.6%

FINANCIAL AND METALS PORTFOLIO

U.S. Interest Rates 12.1% Pacific Rim Interest Rates 23.0%
European Interest Rates 18.2% Foreign Exchange 17.7%
Stock Indices 10.7% Metals 18.3%

Each of the above charts reflects each contract group's percentage
committed to margin requirements relative to the margin requirement of the
entire portfolio as of January 31, 1997. These percentages are shown for
illustrative purposes only; allocations can and do change over time and from
time to time. These allocations are not meant to indicate that they are
"average" or necessarily typical. Margin requirements for any interbank
currency trading are calculated as futures contract equivalents.

OTHER PROGRAMS DEVELOPED BY JWH

In addition to the Original Investment Program and the Financial and Metals
Portfolio, JWH currently operates ten other trading programs for U.S. and
non-U.S. investors, none of which will be utilized by JWH for the Trust
initially. Each program is operated separately and independently. These
programs are intermediate- and long-term, quantitative trend identification
models designed with the objective of achieving speculative rates of return.

The Global Diversified Portfolio opened in 1988 and invests in futures and
forward contracts traded on domestic and foreign exchanges in over 30 markets.
Sectors traded may include foreign exchange, metals, agriculture, global
interest rates, stock indices and energy. The program is designed to identify
and capitalize on intermediate- and long-term price movements.

The World Financial Perspective seeks to capitalize on market opportunities
by holding positions from multiple currency perspectives, including the
Australian dollar, British pound, Canadian dollar, French franc, German mark,
Japanese yen, Swiss franc and U.S. dollar. Sectors traded may include energy,
foreign exchange, stock indices, metals and global interest rates. The program
began in 1987 and is designed to identify and capitalize on long-term price
movements.

The Yen Financial Portfolio, active since 1992, offers investors access to
profit opportunities in several Japanese capital markets, including the Japanese
yen, the 10-Year Japanese Government Bond, Euroyen and Nikkei stock index. The
program is designed to identify and capitalize on intermediate- and long-term
price movements. Accounts may be denominated in U.S. dollars or Japanese yen.
Performance may be affected by the dollar/yen conversion rate.

The International Currency and Bond Portfolio (ICB), which began investing
in 1993, is a portfolio of currencies and international long-term bonds of major
industrialized nations. Foreign exchange positions are held both as outrights
and cross rates. ICB is designed to identify and capitalize on intermediate-
and long-term price movements in the markets it trades.

The Global Financial Portfolio began trading in 1994. The program offers
access to energy and select financial markets, including global currencies,
interest rates, and stock indices and is designed to identify and capitalize on
long-term price movements.

The Worldwide Bond Program (WWB), which began in 1994, invests in the
long-term portion of global interest rate markets, including the U.S. 30-year
bond, U.S. 10-year note, British long gilt, the French, German and Italian bond
and Australian 10-year bond. Although WWB concentrates on one sector,
diversification is achieved by trading the interest rate instruments of numerous
countries. Unlike most fixed income investments, WWB is not limited to
investments that have the potential to profit in a stable or declining interest
rate environment. Rather, WWB is designed to capitalize on dominant trends,
whether rising or falling, in worldwide bond markets.

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<PAGE>

The International Foreign Exchange Program (Forex), which began in 1986,
invests in a broad range of major and minor currencies primarily in the highly
liquid interbank market. Positions are taken as outrights or cross rates.
Forex is designed to identify and capitalize on intermediate-term price
movements in these markets.

The G-7 Currency Portfolio began in 1991 and invests in the highly liquid
currencies of the major industrialized nations known as the Group of Seven and
Switzerland. Currencies traded are the Japanese yen, British pound, Canadian
dollar, German mark, French franc, Italian lira, U.S. dollar and Swiss franc.
Not all currencies are traded at all times. Positions are taken as outrights
and cross rates. The program is designed to identify and capitalize on
intermediate-term price movements in these markets.

The Dollar Program began trading client capital in 1996. This program
trades four of the world's major currencies -- Japanese yen, German mark, Swiss
franc and British pound -- versus the U.S. dollar, a methodology known as
"outright" trading, and is designed to identify and capitalize on
intermediate-term price movements.

The Delevered Yen Denominated Financial and Metals Profile, which began
trading in October 1995 and closed in December 1996, sought to capitalize on
sustained moves in global financial markets utilizing intermediate-term and
long-term quantitative trend analysis models, some of which attempt to employ
neutral stances during periods of nontrending markets. This portfolio is
traded at approximately one half of the leverage of the traditional Financial
and Metals Portfolio and is traded from the perspective of the Japanese yen.

InterRate-TM-, a yield-enhancement strategy, began trading 1987 and closed
in July 1996. It was designed to enhance returns available in short-term
instruments such as U.S. Treasury bills and money market instruments. Assets
were invested in U.S. Treasury bills to provide both secure income and
collateral for a portfolio of interbank forward and exchange-traded futures
contracts. These transactions are designed to capture the implicit interest
rate differentials between countries.

The KT Diversified Program began in January 1984 and closed in February
1994. The program participated in eight market sectors on U.S. exchanges only.

JWH PROGRAMS: PERFORMANCE SUMMARIES AND MONTHLY RATES OF RETURN

PERFORMANCE SUMMARIES

The following information summarizes the composite performance of certain
proprietary and all client accounts managed by JWH and JWH Investments, Inc.
(an affiliate of JWH). As of January 31, 1997, JWH was managing approximately
$2.0 billion of client funds in the futures and forward markets. All
performance information is current as of January 31, 1997.

Performance summaries are set forth, pursuant to applicable CFTC
regulations, for the most recent five full years for each JWH and JWH
Investments, Inc. program or, in the event that a program has been trading for
less than five years, from the inception of account trading in such program.
The monthly rates of return tables which follow the performance summaries of the
Trading Programs present the performance of the Trading Programs since their
inception. The Trust may in the future use other combinations of JWH programs,
although it does not currently contemplate doing so.

NOTES ON PERFORMANCE RECORDS

An investor should note that in a presentation of past performance data,
different accounts, even though traded according to the same program, can
have varying investment results. The reasons for this involve numerous
material differences among accounts including: (a) the periods during which
accounts are active; (b) trading size to equity ratio resulting from
procedures for the commencement of trading and appropriate means of moving
toward full portfolio commitment of new accounts and new capital; (c) the
size of the account, which can influence the size of positions taken and
restrict the account from participating in all markets available to an
investment program; (d) the amount of interest income earned by an account,
which will depend on the rates paid by futures commission merchants on equity
deposits and/or on the portion of an account invested in interest-bearing
obligations such as Treasury bills; (e) the amount of management and
incentive fees paid to JWH and the amount of brokerage commissions paid which
will vary and will depend on the fees negotiated by the client with the
broker; (f) the timing of orders to open or close positions; (g) market
conditions, which in part determine the quality of trade executions; (h)
client trading restrictions,

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including futures vs. forward contracts and contract months; (i) procedures
governing the timing for the commencement of trading and the method of moving
toward full portfolio commitment for new accounts; (j) variations in fill
prices; and (k) the timing of additions and withdrawals.

For the purpose of determining whether there exist material differences
among accounts traded pursuant to the same trading program, JWH utilizes the
method described herein. The gross trading performance of each JWH investment
program and each individual JWH account within the relevant program is reviewed
and the following parameters established by interpretations of the Division of
Trading and Markets of the CFTC are calculated: (i) if the arithmetic average of
two percentages is greater than 10 percentage points and the difference between
the two is less than 10% of their average; (ii) if the arithmetic average of the
two percentages is greater than 5 points but less than 10 points and the
difference between the two is 1.5 percentage points or less; and (iii) if the
arithmetic average of the two percentages is less than 5 points and the
difference between the two is 1.0 percentage point or less. If one of the
parameters (i) - (ii) is satisfied in the review, then the results within the
designated range are deemed "materially the same" or "not materially different."
The parameters (i) - (iii) determine if differences between accounts are
materially different. JWH further evaluates performance on a gross trading
basis for materiality in an overall context each JWH investment program and each
individual JWH account within the relevant program not satisfying the above
parameters whether any material differences that are detected could be
misleading after review of the reasons for the differences.

During the respective periods covered by the performance summaries and
the monthly rates of return tables, and particularly since 1989, JWH
increased and decreased leverage in certain markets as well as in entire
programs, and also altered the composition of the markets and contracts for
certain programs. In general, before 1993 JWH traded its programs with
greater leverage than it does currently. In addition, the subjective aspects
of JWH's trading methods described under "-- Trading Techniques" above, have
been utilized more often in recent years and therefore may have had a more
pronounced effect on performance results during such period. The investment
program used (although all accounts may be traded in accordance with the same
approach, such approach may be modified periodically as a result of ongoing
research and development by JWH) may have an effect on performance results.
In reviewing the JWH performance information, prospective investors should
bear in mind the possible effects of these variations on rates of return and
the application of JWH's investment methods.

The composite rates of return indicated for the various programs should not
be taken as representative of any rate of return actually achieved by any of the
individual accounts which are included in the performance summaries or the
monthly rates of return tables.

THE PERFORMANCE SUMMARIES AND MONTHLY RATES OF RETURN TABLES ARE NOT
NECESSARILY INDICATIVE OF ANY TRADING RESULTS WHICH MAY BE ATTAINED BY JWH IN
THE FUTURE. CURRENTLY, THE TRUST CONTEMPLATES USING ONLY THE TRADING PROGRAMS
AND NO OTHER JWH PROGRAMS.

On several occasions, JWH has decreased leverage in certain markets as well
as in entire JWH programs. These actions have reduced the volatility of certain
programs as compared to the volatility prior to such decreases in leverage.
While historical returns represent actual performance achieved, investors should
be aware that the degree of leverage currently utilized by JWH may be
significantly different from that used from time to time during previous
periods.

Prior to December 1991 for JWH, and July 1992 for JWH Investments, Inc.,
the JWH performance information is presented on a cash basis (except as
otherwise described herein). The recording of items on a cash basis should not,
for most months, be materially different from presenting such rates of return on
an accrual basis. Any differences in the monthly rates of return between the
two methods would be immaterial to the overall performance presented.

In July 1992, JWH began reflecting all items of net performance on an
accrual basis for the G-7 Currency Portfolio and in January 1993 for the
International Currency and Bond Portfolio.

Beginning with the change to accrual basis accounting for incentive fees
(in December 1991 for JWH and July 1992 for JWH Investments, Inc.), the net
effect on the performance information presented herein of continuing to record
interest income, management fees, brokerage commissions and other expenses on a
cash basis differs immaterially from the results which would be obtained using
accrual basis accounting.

Due to the commencement of trading in July 1996 by a new multi-program fund
managed by JWH, JWH developed a new method for treating the accrual of incentive
fees for the multi-advisor funds and multi-program accounts it manages. For
these accounts, JWH agreed that it would earn incentive fees only when overall
fund performance for multi-advisor funds, or overall JWH performance for multi-
program accounts, as the case may be, is profitable. As applied, this new
method presents incentive fees due for each program on a stand-alone basis -- in
essence, to reflect the

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performance results that would have been experienced by an investor in that
program, regardless of any external business arrangements (such as a
multi-advisor structure or the use of multiple JWH programs) that might have
affected actual incentive fees paid. The new method was applied initially in
August 1996 performance. In that month, a one-time adjustment to performance
rate of return was made to each affected program to show the impact of this
adjustment from program inception through August 1996. In the case of certain
programs, the adjustment had a material, I.E., greater than 10% impact on the
rate of return that otherwise would have been shown. In the case of accounts
that closed before JWH received an incentive fee due to the operation of such
netting arrangements, a balancing entry was made to offset the effect of
incentive fee accrual on ending equity.

Advisory fees vary among accounts in the case of all programs. Management
fees vary from 0% to 6% of assets under management; incentive fees vary from 0%
to 25% of profits. Such variations in advisory fees may have a material impact
on the performance of an account from time to time.

Performance summaries are included for other JWH programs. These programs
will not be used initially by the Trust (although they may be in the future
upon agreement between the Managing Owner and JWH), but applicable CFTC rules
require that these performance summaries be included herein, together with a
brief description of these programs. Because these programs will not be
utilized initially by the Trust, no monthly rates of return tables are
presented for them.

Performance summaries are also shown for accounts managed by JWH
Investments, Inc., an affiliate of JWH which has since ceased operations. These
accounts were traded pursuant to the Financial and Metals Portfolio and the
Original Investment Program.

JWH AND JWH INVESTMENTS, INC. BELIEVE THAT THE FOLLOWING PERFORMANCE
INFORMATION IS ACCURATE AND FAIRLY PRESENTED.

INTERRATE-TM- IS QUALITATIVELY DIFFERENT FROM THE OTHER JWH TRADING
PROGRAMS WITH RESPECT TO: A) FEES CHARGED; B) LENGTH OF TIME FOR WHICH POSITIONS
ARE HELD; C) POSITIONS TAKEN; D) LEVERAGE USED; AND E) RATE OF RETURN
OBJECTIVES.

THE POTENTIALLY MATERIAL TAX CONSEQUENCES OF A MANAGED FUTURES INVESTMENT
IN WHICH PROFITS ARE TAXED EVERY YEAR, AS OPPOSED TO A STOCK OR BOND INVESTMENT
IN WHICH GAINS BECOME TAXABLE ONLY WHEN POSITIONS ARE SOLD, ARE NOT REFLECTED IN
THE PERFORMANCE DATA IN THIS PROSPECTUS.

THE RATES OF RETURN ACHIEVED WHEN A JWH TRADING PROGRAM IS MANAGING A
LIMITED AMOUNT OF EQUITY MAY HAVE LITTLE RELATIONSHIP TO THE RATES OF RETURN
WHICH SUCH PROGRAM MAY BE ABLE TO ACHIEVE MANAGING LARGER AMOUNTS OF EQUITY.

THE FOLLOWING PERFORMANCE FIGURES HAVE NOT BEEN ADJUSTED TO REFLECT THE
CHARGES TO THE TRUST BECAUSE JWH'S ACCOUNTS HAVE, ON AN OVERALL BASIS, BEEN
SUBJECT TO FEES GENERALLY COMPARABLE TO THOSE TO BE CHARGED TO THE TRUST.
CONSEQUENTLY, THERE IS NO NEED TO "PRO FORMA" JWH'S HISTORICAL PERFORMANCE IN
ORDER THAT SUCH PERFORMANCE REFLECT CHARGES COMPARABLE TO THE FEE STRUCTURE OF
THE TRUST.

COMMODITY INTEREST TRADING IS SPECULATIVE AND INVOLVES A HIGH DEGREE OF
RISK. THERE CAN BE NO ASSURANCE THAT ANY JWH TRADING PROGRAM WILL TRADE
PROFITABLY OR AVOID INCURRING SUBSTANTIAL LOSSES.

INVESTORS SHOULD NOTE THAT INTEREST INCOME MAY CONSTITUTE A SIGNIFICANT
PORTION OF A COMMODITY TRADING ADVISOR'S TOTAL INCOME AND, IN CERTAIN INSTANCES,
MAY GENERATE PROFITS WHERE THERE HAVE BEEN REALIZED OR UNREALIZED LOSSES FROM
COMMODITIES TRADING.

THE NOTES AND INTRODUCTIONS TO THE PERFORMANCE SUMMARIES AND MONTHLY RATES
OF RETURN TABLES ARE AN INTEGRAL PART OF SUCH PERFORMANCE INFORMATION.

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

See "Risk Factor (9) -- All or Substantially All of an Investment Could Be Lost;
Past Performance Not Necessarily Indicative of Future Results" at page 17.

INFORMATION IN THE PERFORMANCE SUMMARIES IS CURRENT AS OF JANUARY 31, 1997.

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JWH PROGRAMS
PERFORMANCE SUMMARIES
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

THE TRADING PROGRAMS

NAME OF PROGRAM: FINANCIAL AND METALS PORTFOLIO
INCEPTION OF CLIENT ACCOUNT TRADING: October 1982
INCEPTION OF CLIENT ACCOUNT TRADING IN PROGRAM: October 1984
NUMBER OF OPEN ACCOUNTS: 44
AGGREGATE ASSETS (EXCLUDING "NOTIONAL" EQUITY) OVERALL: $2.0 billion
AGGREGATE ASSETS (EXCLUDING "NOTIONAL" EQUITY)
IN PROGRAM: $1.2 billion
LARGEST MONTHLY DRAWDOWN: (27.7)% (1/92)
LARGEST PEAK-TO-VALLEY DRAWDOWN: (58.8)% (12/91-5/92)
1997 COMPOUND RATE OF RETURN: 4.4% (1 month)
1996 COMPOUND RATE OF RETURN: 29.7%
1995 COMPOUND RATE OF RETURN: 38.5%
1994 COMPOUND RATE OF RETURN: (5.3)%
1993 COMPOUND RATE OF RETURN: 46.8%
1992 COMPOUND RATE OF RETURN: (10.9)%

See Additional Note on p. 56.

See Monthly Rates of Return on p. 45.

- --------------------------------------------------------------------------------

NAME OF PROGRAM: ORIGINAL INVESTMENT PROGRAM
INCEPTION OF CLIENT ACCOUNT TRADING: October 1982
INCEPTION OF CLIENT ACCOUNT TRADING IN PROGRAM: October 1982
NUMBER OF OPEN ACCOUNTS: 29
AGGREGATE ASSETS (EXCLUDING "NOTIONAL" EQUITY) OVERALL: $2.0 billion
AGGREGATE ASSETS (EXCLUDING "NOTIONAL" EQUITY)
IN PROGRAM: $250 million
AGGREGATE ASSETS (INCLUDING "NOTIONAL" EQUITY)
IN PROGRAM: $265 million
LARGEST MONTHLY DRAWDOWN: (18.1)% (2/92)
LARGEST PEAK-TO-VALLEY DRAWDOWN: (62.1)% (6/88-5/92)
1997 COMPOUND RATE OF RETURN: 3.4% (1 month)
1996 COMPOUND RATE OF RETURN: 22.6%
1995 COMPOUND RATE OF RETURN: 53.2%
1994 COMPOUND RATE OF RETURN: (5.7)%
1993 COMPOUND RATE OF RETURN: 40.6%
1992 COMPOUND RATE OF RETURN: 10.9%

See Additional Note on p. 56.

See Monthly Rates of Return on p. 46.

- --------------------------------------------------------------------------------

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
FUTURES TRADING IS SPECULATIVE AND INVOLVES A HIGH DEGREE OF RISK.

NO ASSURANCE CAN BE MADE THAT ANY JWH PROGRAM OTHER THAN THE TRADING
PROGRAMS WILL BE USED FOR THE TRUST AT ANY ONE TIME OR FROM TIME TO TIME.

SEE "NOTES TO JWH PROGRAMS PERFORMANCE SUMMARIES" AT PAGES 54-55.

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MONTHLY RATES OF RETURN OF THE TRADING PROGRAMS

The following monthly rates of return tables present the performance of the
Trading Programs currently proposed to be used by the Trust. Monthly rates of
return are included since the inception of each such Program's client trading as
well as since January 1, 1991. See "-- Notes to JWH Trading Programs
Performance Summaries -- (11) Monthly Rates of Return."

In the following tables, Compound Annual ROR (Rate of Return) for any given
year is calculated by compounding the monthly rates of return during such year.
See "-- Notes to JWH Trading Programs Performance Summaries -- (12) Compound
Rate of Return." For periods of less than one year, the results are year-to-
date. DUE TO THE SPECULATIVE NATURE OF MANAGED FUTURES STRATEGIES, PAST
PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS. NO REPRESENTATION
IS, OR COULD BE, MADE THAT THE FOLLOWING INFORMATION -- OR THAT INCLUDED IN THE
FOREGOING PERFORMANCE SUMMARIES -- IS IN ANY RESPECT INDICATIVE OF HOW THE TRUST
ITSELF, OR EITHER OF THE TRADING PROGRAMS USED FOR IT, WILL PERFORM.

THE HIGH DEGREE OF POSITIVE CORRELATION BETWEEN THE TRADING PROGRAMS IS
INDICATED BY THE NUMBER OF MONTHS IN WHICH THE TRADING PROGRAMS EACH HAVE EITHER
POSITIVE OR NEGATIVE RATES OF RETURN, IN SOME CASES OF NEARLY THE SAME
MAGNITUDE. POSITIVE CORRELATION BETWEEN THE TRADING PROGRAMS REDUCES
DIVERSIFICATION AND INCREASES RISK. SEE "RISK FACTOR (21) -- POSITIVE
CORRELATION BETWEEN THE TRADING PROGRAMS MAY INCREASE RISK OF SIGNIFICANT LOSS."

PAST PERFORMANCE IS NOT NECESSARILY
INDICATIVE OF FUTURE RESULTS.

See "Risk Factor (9) -- All or Substantially All of an Investment Could Be Lost;
Past Performance Not Necessarily Indicative of Future Results" at page 17.

INFORMATION IN THE MONTHLY RATES OF RETURN TABLES
IS CURRENT AS OF JANUARY 31, 1997.

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THE TRADING PROGRAMS
MONTHLY RATES OF RETURN

FINANCIAL AND METALS PORTFOLIO

- -----------------------------------------------------------------------------------------------------------------------------------
MONTHLY RATES OF RETURN (%)
- -----------------------------------------------------------------------------------------------------------------------------------
COMPOUND
Year January February March April May June July August September October November December ANNUAL ROR
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1997 4.4 N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A 4.4
(1 month)
- -----------------------------------------------------------------------------------------------------------------------------------
1996 6.0 (5.5) 0.7 2.3 (1.7) 2.2 (1.1) (0.8) 3.2 14.3 10.9 (2.6) 29.7
- -----------------------------------------------------------------------------------------------------------------------------------
1995 (3.8) 15.7 15.3 6.1 1.2 (1.7) (2.3) 2.1 (2.1) 0.3 2.6 1.7 38.5
- -----------------------------------------------------------------------------------------------------------------------------------
1994 (2.9) (0.6) 7.2 0.9 1.3 4.5 (6.1) (4.1) 1.5 1.7 (4.4) (3.5) (5.3)
- -----------------------------------------------------------------------------------------------------------------------------------
1993 3.3 13.9 (0.3) 9.3 3.3 0.1 9.7 (0.8) 0.2 (1.1) (0.3) 2.9 46.8
- -----------------------------------------------------------------------------------------------------------------------------------
1992 (18.0) (13.5) 3.0 (12.2) (5.7) 21.9 25.5 10.2 (5.2) (4.5) (0.8) (2.6) (10.9)
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
1991 (2.3) 3.8 4.5 (0.8) (0.3) (1.3) (13.4) 4.8 25.8 (7.7) 6.6 39.4 61.9
- -----------------------------------------------------------------------------------------------------------------------------------
1990 28.0 19.5 11.4 2.4 (22.7) 6.9 12.2 11.2 8.3 (5.0) 3.1 (3.7) 83.6
- -----------------------------------------------------------------------------------------------------------------------------------
1989 31.7 (8.7) 8.5 3.2 37.0 (6.6) 4.4 (8.2) (14.9) (17.5) 21.6 (4.5) 34.6
- -----------------------------------------------------------------------------------------------------------------------------------
1988 (12.6) 9.8 (2.3) (15.0) 0.3 44.2 5.5 6.9 (8.1) 2.5 5.2 (19.2) 4.0
- -----------------------------------------------------------------------------------------------------------------------------------
1987 33.0 12.1 34.2 18.2 (7.2) (10.7) 12.2 (14.6) (8.9) 28.0 32.5 21.2 252.4
- -----------------------------------------------------------------------------------------------------------------------------------
1986 4.8 21.9 (6.3) 3.7 (17.5) 17.6 25.0 9.4 (0.2) 2.6 (3.6) (0.5) 61.5
- -----------------------------------------------------------------------------------------------------------------------------------
1985 6.6 17.7 (9.3) (7.8) (7.7) (1.8) 41.3 (10.1) (27.3) 6.4 26.6 1.9 20.7
- -----------------------------------------------------------------------------------------------------------------------------------
1984 N/A N/A N/A N/A N/A N/A N/A N/A N/A 1.6 (3.2) 11.7 9.9
(3 months)
- -----------------------------------------------------------------------------------------------------------------------------------

</TABLE>

SEE ADDITIONAL NOTE ON P. 56.

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
FUTURES TRADING IS SPECULATIVE AND INVOLVES A HIGH DEGREE OF RISK.

NO ASSURANCE CAN BE MADE THAT ANY JWH PROGRAM OTHER THAN THE TRADING
PROGRAMS WILL BE USED FOR THE TRUST AT ANY ONE TIME OR FROM TIME TO TIME.

-43-

<PAGE>

THE TRADING PROGRAMS
MONTHLY RATES OF RETURN

ORIGINAL INVESTMENT PROGRAM

- ------------------------------------------------------------------------------------------------------------------------------------
MONTHLY RATES OF RETURN (%)
- ------------------------------------------------------------------------------------------------------------------------------------
COMPOUND
Year January February March April May June July August September October November December ANNUAL ROR
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1997 3.4 N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A 3.4
(1 MONTH)
- ------------------------------------------------------------------------------------------------------------------------------------

1996 5.3 (7.4) 1.0 3.8 (6.5) 8.0 (4.4) (2.3) 8.2 10.4 5.2 1.1 22.6
- ------------------------------------------------------------------------------------------------------------------------------------
1995 2.2 17.9 16.6 9.1 (4.4) 1.7 (0.0) (3.9) (3.9) 3.3 1.1 6.8 53.2
- ------------------------------------------------------------------------------------------------------------------------------------
1994 (2.9) 1.5 4.4 0.2 5.5 6.6 (7.1) (4.7) (2.8) (14.1) 10.2 (0.0) (5.7)
- ------------------------------------------------------------------------------------------------------------------------------------
1993 (0.8) 9.5 (3.5) 10.4 0.1 (4.1) 14.9 (3.6) 0.6 (1.5) 3.5 11.4 40.6
- ------------------------------------------------------------------------------------------------------------------------------------
1992 (6.1) (8.8) 0.7 (0.8) (4.5) 8.3 9.1 9.1 (2.7) 2.2 3.6 2.2 10.9
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
1991 (0.5) 0.3 (2.1) (5.8) 4.4 (0.7) (7.4) (3.6) 10.7 (3.9) (1.3) 17.7 5.4
- ------------------------------------------------------------------------------------------------------------------------------------
1990 7.1 (2.0) 18.4 12.4 (10.9) 7.2 10.9 19.1 (2.1) (1.9) 1.0 (2.3) 66.8
- ------------------------------------------------------------------------------------------------------------------------------------
1989 0.8 (19.9) 11.7 (5.1) 29.0 (3.9) 8.1 (13.7) (13.2) (12.0) 7.4 9.8 (10.8)
- ------------------------------------------------------------------------------------------------------------------------------------
1988 (6.9) 4.7 (16.1) (5.1) 3.6 13.9 (19.8) (4.3) 6.3 (2.5) 1.6 (12.5) (35.2)
- ------------------------------------------------------------------------------------------------------------------------------------
1987 9.0 3.7 2.7 21.9 0.8 (3.5) 8.8 (3.1) (10.4) 35.8 16.5 11.9 129.8
- ------------------------------------------------------------------------------------------------------------------------------------
1986 (4.4) 22.2 15.4 (5.8) (2.8) (2.1) 11.5 7.2 (2.9) (10.3) (1.9) (3.0) 19.8
- ------------------------------------------------------------------------------------------------------------------------------------
1985 2.4 0.9 (8.8) (17.1) 11.0 4.4 16.8 1.7 (15.5) 9.6 7.4 18.6 26.8
- ------------------------------------------------------------------------------------------------------------------------------------
1984 5.5 (4.8) (7.5) (2.1) 16.6 (10.3) 28.7 (9.0) 16.0 (5.2) (2.2) 12.5 34.7
- ------------------------------------------------------------------------------------------------------------------------------------
1983 14.4 (28.6) 1.6 4.9 8.3 (9.6) 10.9 13.4 (7.3) (3.3) (6.4) (2.5) (12.4)
- ------------------------------------------------------------------------------------------------------------------------------------
1982 N/A N/A N/A N/A N/A N/A N/A N/A N/A 7.1 (16.8) 2.7 (8.5)
(3 MONTHS)
- ------------------------------------------------------------------------------------------------------------------------------------

</TABLE>

SEE ADDITIONAL NOTE ON P. 56.

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
FUTURES TRADING IS SPECULATIVE AND INVOLVES A HIGH DEGREE OF RISK.

NO ASSURANCE CAN BE MADE THAT ANY JWH PROGRAM OTHER THAN THE TRADING
PROGRAMS WILL BE USED FOR THE TRUST AT ANY ONE TIME OR FROM TIME TO TIME.

-44-

<PAGE>

OTHER JWH PROGRAMS

- --------------------------------------------------------------------------------

NAME OF PROGRAM: GLOBAL DIVERSIFIED PORTFOLIO
INCEPTION OF CLIENT ACCOUNT TRADING: October 1982
INCEPTION OF CLIENT ACCOUNT TRADING IN PROGRAM: June 1988
NUMBER OF OPEN ACCOUNTS: 14
AGGREGATE ASSETS (EXCLUDING "NOTIONAL" EQUITY) OVERALL: $2.0 billion
AGGREGATE ASSETS (EXCLUDING "NOTIONAL" EQUITY)
IN PROGRAM: $158 million
AGGREGATE ASSETS (INCLUDING "NOTIONAL" EQUITY)
IN PROGRAM: $169 million
LARGEST MONTHLY DRAWDOWN: (20.3)% (7/91)
LARGEST PEAK-TO-VALLEY DRAWDOWN: (33.2)% (12/91-5/92)
1997 COMPOUND RATE OF RETURN: 1.5% (1 month)
1996 COMPOUND RATE OF RETURN: 26.9%
1995 COMPOUND RATE OF RETURN: 19.6%
1994 COMPOUND RATE OF RETURN: 10.1%
1993 COMPOUND RATE OF RETURN: 59.8%
1992 COMPOUND RATE OF RETURN: (12.6)%

See Additional Notes on pp. 56 & 58.

- --------------------------------------------------------------------------------

NAME OF PROGRAM: G-7 CURRENCY PORTFOLIO
INCEPTION OF CLIENT ACCOUNT TRADING: October 1982
INCEPTION OF CLIENT ACCOUNT TRADING IN PROGRAM: February 1991
NUMBER OF OPEN ACCOUNTS: 6
AGGREGATE ASSETS (EXCLUDING "NOTIONAL" EQUITY) OVERALL: $2.0 billion
AGGREGATE ASSETS (EXCLUDING "NOTIONAL" EQUITY)
IN PROGRAM: $77 million
LARGEST MONTHLY DRAWDOWN: (12.3)% (1/92)
LARGEST PEAK-TO-VALLEY DRAWDOWN: (31.4)% (9/92-1/95)
1997 COMPOUND RATE OF RETURN: 2.5% (1 month)
1996 COMPOUND RATE OF RETURN: 14.5%
1995 COMPOUND RATE OF RETURN: 32.2%
1994 COMPOUND RATE OF RETURN: (4.9)%
1993 COMPOUND RATE OF RETURN: (6.3)%
1992 COMPOUND RATE OF RETURN: 14.6%

See Additional Note on p. 57.

- --------------------------------------------------------------------------------

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
FUTURES TRADING IS SPECULATIVE AND INVOLVES A HIGH DEGREE OF RISK.

NO ASSURANCE CAN BE MADE THAT ANY JWH PROGRAM OTHER THAN THE TRADING
PROGRAMS WILL BE USED FOR THE TRUST AT ANY ONE TIME OR FROM TIME TO TIME.

SEE "NOTES TO JWH PROGRAMS PERFORMANCE SUMMARIES" AT PAGES 54-55.

-45-

<PAGE>

- --------------------------------------------------------------------------------

NAME OF PROGRAM: INTERNATIONAL FOREIGN EXCHANGE PROGRAM
INCEPTION OF CLIENT ACCOUNT TRADING: October 1982
INCEPTION OF CLIENT ACCOUNT TRADING IN PROGRAM: August 1986
NUMBER OF OPEN ACCOUNTS: 7
AGGREGATE ASSETS (EXCLUDING "NOTIONAL" EQUITY) OVERALL: $2.0 billion
AGGREGATE ASSETS (EXCLUDING "NOTIONAL" EQUITY)
IN PROGRAM: $71 million
LARGEST MONTHLY DRAWDOWN: (13.6)% (1/92)
LARGEST PEAK-TO-VALLEY DRAWDOWN: (35.9)% (8/92-1/95)
1997 COMPOUND RATE OF RETURN: 2.9% (1 month)
1996 COMPOUND RATE OF RETURN: 3.7%
1995 COMPOUND RATE OF RETURN: 16.9%
1994 COMPOUND RATE OF RETURN: (6.3)%
1993 COMPOUND RATE OF RETURN: (4.5)%
1992 COMPOUND RATE OF RETURN: 4.5%

- --------------------------------------------------------------------------------

NAME OF PROGRAM: DELEVERED YEN DENOMINATED FINANCIAL
AND METALS PROFILE
INCEPTION OF CLIENT ACCOUNT TRADING: October 1982
INCEPTION OF CLIENT ACCOUNT TRADING IN PROGRAM: October 1995,
ceased trading December 1996
NUMBER OF OPEN ACCOUNTS: 0
AGGREGATE ASSETS (EXCLUDING "NOTIONAL" EQUITY) OVERALL: $2.0 billion
AGGREGATE ASSETS (EXCLUDING "NOTIONAL" EQUITY)
IN PROGRAM: N/A
LARGEST MONTHLY DRAWDOWN: (3.2)% (2/96)
LARGEST PEAK-TO-VALLEY DRAWDOWN: (5.1)% (1/96-8/96)
1996 COMPOUND RATE OF RETURN: 9.4%
1995 COMPOUND RATE OF RETURN: 0.2% (3 months)
1994 COMPOUND RATE OF RETURN: N/A
1993 COMPOUND RATE OF RETURN: N/A
1992 COMPOUND RATE OF RETURN: N/A

- --------------------------------------------------------------------------------

NAME OF PROGRAM: GLOBAL FINANCIAL PORTFOLIO
INCEPTION OF CLIENT ACCOUNT TRADING: October 1982
INCEPTION OF CLIENT ACCOUNT TRADING IN PROGRAM: June 1994
NUMBER OF OPEN ACCOUNTS: 5
AGGREGATE ASSETS (EXCLUDING "NOTIONAL" EQUITY) OVERALL: $2.0 billion
AGGREGATE ASSETS (EXCLUDING "NOTIONAL" EQUITY)
IN PROGRAM: $107 million
LARGEST MONTHLY DRAWDOWN: (19.5)% (11/94)
LARGEST PEAK-TO-VALLEY DRAWDOWN: (48.9)% (6/94-1/95)
1997 COMPOUND RATE OF RETURN: 2.7% (1 month)
1996 COMPOUND RATE OF RETURN: 32.4%
1995 COMPOUND RATE OF RETURN: 86.2%
1994 COMPOUND RATE OF RETURN: (37.7)% (7 months)
1993 COMPOUND RATE OF RETURN: N/A
1992 COMPOUND RATE OF RETURN: N/A

See Additional Note on p. 57.

- --------------------------------------------------------------------------------

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
FUTURES TRADING IS SPECULATIVE AND INVOLVES A HIGH DEGREE OF RISK.

NO ASSURANCE CAN BE MADE THAT ANY JWH PROGRAM OTHER THAN THE TRADING
PROGRAMS WILL BE USED FOR THE TRUST AT ANY ONE TIME OR FROM TIME TO TIME.

SEE "NOTES TO JWH PROGRAMS PERFORMANCE SUMMARIES" AT PAGES 54-55.

-46-

<PAGE>

- --------------------------------------------------------------------------------

NAME OF PROGRAM: THE WORLD FINANCIAL PERSPECTIVE
INCEPTION OF CLIENT ACCOUNT TRADING: October 1982
INCEPTION OF CLIENT ACCOUNT TRADING IN PROGRAM: April 1987
NUMBER OF OPEN ACCOUNTS: 5
AGGREGATE ASSETS (EXCLUDING "NOTIONAL" EQUITY) OVERALL: $2.0 billion
AGGREGATE ASSETS (EXCLUDING "NOTIONAL" EQUITY)
IN PROGRAM: $24 million
LARGEST MONTHLY DRAWDOWN: (25.5)% (1/92)
LARGEST PEAK-TO-VALLEY DRAWDOWN: (38.4)% (12/91-10/92)
1997 COMPOUND RATE OF RETURN: 1.1% (1 month)
1996 COMPOUND RATE OF RETURN: 40.9%
1995 COMPOUND RATE OF RETURN: 32.2%
1994 COMPOUND RATE OF RETURN: (15.2)%
1993 COMPOUND RATE OF RETURN: 13.7%
1992 COMPOUND RATE OF RETURN: (23.2)%

- --------------------------------------------------------------------------------

NAME OF PROGRAM: INTERNATIONAL CURRENCY AND BOND PORTFOLIO
INCEPTION OF CLIENT ACCOUNT TRADING: October 1982
INCEPTION OF CLIENT ACCOUNT TRADING IN PROGRAM: January 1993
NUMBER OF OPEN ACCOUNTS: 1
AGGREGATE ASSETS (EXCLUDING "NOTIONAL" EQUITY) OVERALL: $2.0 billion
AGGREGATE ASSETS (EXCLUDING "NOTIONAL" EQUITY)
IN PROGRAM: $2 million
LARGEST MONTHLY DRAWDOWN: (7.8)% (7/94)
LARGEST PEAK-TO-VALLEY DRAWDOWN: (23.6)% (6/94-1/95)
1997 COMPOUND RATE OF RETURN: 2.2% (1 month)
1996 COMPOUND RATE OF RETURN: 19.9%
1995 COMPOUND RATE OF RETURN: 36.5%
1994 COMPOUND RATE OF RETURN: (2.3)%
1993 COMPOUND RATE OF RETURN: 14.8%
1992 COMPOUND RATE OF RETURN: N/A

Beginning in October 1995, this Program is comprised of one
proprietary account.

See Additional Note on p. 57.

- --------------------------------------------------------------------------------

NAME OF PROGRAM: DOLLAR PROGRAM
INCEPTION OF CLIENT ACCOUNT TRADING: July 1994
INCEPTION OF CLIENT ACCOUNT TRADING IN PROGRAM: July 1996
NUMBER OF OPEN ACCOUNTS: 2
AGGREGATE ASSETS (EXCLUDING "NOTIONAL" EQUITY) OVERALL: $2.0 billion
AGGREGATE ASSETS (EXCLUDING "NOTIONAL" EQUITY)
IN PROGRAM: $28 million
LARGEST MONTHLY DRAWDOWN: (2.3)% (8/96)
LARGEST PEAK-TO-VALLEY DRAWDOWN: (3.5)% (7/96-9/96)
1997 COMPOUND RATE OF RETURN: 7.2% (1 month)
1996 COMPOUND RATE OF RETURN: 10.6% (6 months)
1995 COMPOUND RATE OF RETURN: N/A
1994 COMPOUND RATE OF RETURN: N/A
1993 COMPOUND RATE OF RETURN: N/A
1992 COMPOUND RATE OF RETURN: N/A

- --------------------------------------------------------------------------------

NAME OF PROGRAM: WORLDWIDE BOND PROGRAM
INCEPTION OF CLIENT ACCOUNT TRADING: October 1994
INCEPTION OF CLIENT ACCOUNT TRADING IN PROGRAM: July 1996
NUMBER OF OPEN ACCOUNTS: 2
AGGREGATE ASSETS (EXCLUDING "NOTIONAL" EQUITY) OVERALL: $2.0 billion
AGGREGATE ASSETS (EXCLUDING "NOTIONAL" EQUITY)
IN PROGRAM: $18 million
LARGEST MONTHLY DRAWDOWN: (3.6)% (12/96)
LARGEST PEAK-TO-VALLEY DRAWDOWN: (3.6) (11/96 -12/96)
1997 COMPOUND RATE OF RETURN: 0.9% (1 month)
1996 COMPOUND RATE OF RETURN: 17.8% (6 months)
1995 compound rate of return: N/A
1994 COMPOUND RATE OF RETURN: N/A
1993 COMPOUND RATE OF RETURN: N/A
1992 COMPOUND RATE OF RETURN: N/A

- --------------------------------------------------------------------------------

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
FUTURES TRADING IS SPECULATIVE AND INVOLVES A HIGH DEGREE OF RISK.

NO ASSURANCE CAN BE MADE THAT ANY JWH PROGRAM OTHER THAN THE TRADING
PROGRAMS WILL BE USED FOR THE TRUST AT ANY ONE TIME OR FROM TIME TO TIME.

SEE "NOTES TO JWH PROGRAMS PERFORMANCE SUMMARIES" AT PAGES 54-55.

-47-

<PAGE>

- --------------------------------------------------------------------------------

NAME OF PROGRAM: INTERRATE-TM-
INCEPTION OF CLIENT ACCOUNT TRADING: October 1982
INCEPTION OF CLIENT ACCOUNT TRADING IN PROGRAM: December 1988,
ceased trading July 1996
NUMBER OF OPEN ACCOUNTS: 0
AGGREGATE ASSETS (EXCLUDING "NOTIONAL" EQUITY) OVERALL: $2.0 billion
AGGREGATE ASSETS (EXCLUDING "NOTIONAL" EQUITY)
IN PROGRAM: N/A
LARGEST MONTHLY DRAWDOWN: (10.2)% (9/92)
LARGEST PEAK-TO-VALLEY DRAWDOWN: (179.0)% (8/92-10/93)
1996 COMPOUND RATE OF RETURN: 5.8% (7 months)
1995 COMPOUND RATE OF RETURN: 5.2%
1994 COMPOUND RATE OF RETURN: 3.4%
1993 COMPOUND RATE OF RETURN: (5.4)%
1992 COMPOUND RATE OF RETURN: (0.7)%

- --------------------------------------------------------------------------------

NAME OF PROGRAM: KT DIVERSIFIED PROGRAM
INCEPTION OF CLIENT ACCOUNT TRADING: October 1982
INCEPTION OF CLIENT ACCOUNT TRADING IN PROGRAM: January 1984,
ceased trading February 1994
NUMBER OF OPEN ACCOUNTS: 0
AGGREGATE ASSETS (EXCLUDING "NOTIONAL" EQUITY) OVERALL: $2.0 billion
AGGREGATE ASSETS (EXCLUDING "NOTIONAL" EQUITY)
IN PROGRAM: N/A
LARGEST MONTHLY DRAWDOWN: (28.6)% (1/92)
LARGEST PEAK-TO-VALLEY DRAWDOWN: (50.8)% (1/91-3/92)
1996 COMPOUND RATE OF RETURN: N/A
1995 COMPOUND RATE OF RETURN: N/A
1994 COMPOUND RATE OF RETURN: (14.0)% (2 months)
1993 COMPOUND RATE OF RETURN: 20.6%
1992 COMPOUND RATE OF RETURN: (11.9)%

- --------------------------------------------------------------------------------

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
FUTURES TRADING IS SPECULATIVE AND INVOLVES A HIGH DEGREE OF RISK.

NO ASSURANCE CAN BE MADE THAT ANY JWH PROGRAM OTHER THAN THE TRADING
PROGRAMS WILL BE USED FOR THE TRUST AT ANY ONE TIME OR FROM TIME TO TIME.

SEE "NOTES TO JWH PROGRAMS PERFORMANCE SUMMARIES" AT PAGES 54-55.

-48-

<PAGE>

JWH INVESTMENTS, INC. PROGRAMS
PERFORMANCE SUMMARIES
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

NAME OF PROGRAM: FINANCIAL AND METALS PORTFOLIO*
INCEPTION OF CLIENT ACCOUNT TRADING: October 1982
INCEPTION OF CLIENT ACCOUNT TRADING IN PROGRAM:
September 1991; ceased trading July 1995
NUMBER OF OPEN ACCOUNTS: 0
AGGREGATE ASSETS (EXCLUDING "NOTIONAL" EQUITY) OVERALL: $2.0 billion
AGGREGATE ASSETS (EXCLUDING "NOTIONAL" EQUITY) IN PROGRAM: N/A
LARGEST MONTHLY DRAWDOWN: (16.6)% (1/92)
LARGEST PEAK-TO-VALLEY DRAWDOWN: (34.4)% (12/91-5/92)
1996 COMPOUND RATE OF RETURN: N/A
1995 COMPOUND RATE OF RETURN: 30.3% (7 months)
1994 COMPOUND RATE OF RETURN: (0.8)%
1993 COMPOUND RATE OF RETURN: 46.1%
1992 COMPOUND RATE OF RETURN: (4.0)%

See Additional Note on p. 56.

*This strategy was managed by JWH's affiliate,
JWH Investments, Inc.

- --------------------------------------------------------------------------------

NAME OF PROGRAM: INTERRATE-TM-*
INCEPTION OF CLIENT ACCOUNT TRADING: October 1982
INCEPTION OF CLIENT ACCOUNT TRADING IN PROGRAM:
February 1992; ceased trading November 1993
NUMBER OF OPEN ACCOUNTS: 0
AGGREGATE ASSETS (EXCLUDING "NOTIONAL" EQUITY) OVERALL: $2.0 billion
AGGREGATE ASSETS (EXCLUDING "NOTIONAL" EQUITY) IN PROGRAM: N/A
LARGEST MONTHLY DRAWDOWN: (9.3)% (9/92)
LARGEST PEAK-TO-VALLEY DRAWDOWN: (20.6)% (8/92-11/93)
1996 COMPOUND RATE OF RETURN: N/A
1995 COMPOUND RATE OF RETURN: N/A
1994 COMPOUND RATE OF RETURN: N/A
1993 COMPOUND RATE OF RETURN: (9.9)% (11 months)
1992 COMPOUND RATE OF RETURN: 2.8% (11 months)

See Additional Note on p. 58.

*This strategy was managed by JWH's affiliate,
JWH Investments, Inc.

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
FUTURES TRADING IS SPECULATIVE AND INVOLVES A HIGH DEGREE OF RISK.

NO ASSURANCE CAN BE MADE THAT ANY JWH PROGRAM OTHER THAN THE TRADING
PROGRAMS WILL BE USED FOR THE TRUST AT ANY ONE TIME OR FROM TIME TO TIME.

SEE "NOTES TO JWH PROGRAMS PERFORMANCE SUMMARIES" AT PAGES 54-55.

-49-

<PAGE>

JWH PROGRAMS
PERFORMANCE SUMMARIES

YEN FINANCIAL PORTFOLIO
(continued on page 53)

NAME OF CTA: John W. Henry & Company, Inc.
INCEPTION OF CLIENT ACCOUNT TRADING: October 1982
INCEPTION OF CLIENT ACCOUNT TRADING IN PROGRAM: January 1992
NUMBER OF OPEN ACCOUNTS: 5
AGGREGATE ASSETS (EXCLUDING "NOTIONAL" EQUITY) OVERALL: $2.0 billion
AGGREGATE ASSETS (EXCLUDING "NOTIONAL" EQUITY) IN PROGRAM: $39 million
LARGEST MONTHLY DRAWDOWN: (14.4)% (2/92)
LARGEST PEAK-TO-VALLEY DRAWDOWN: (35.5)% (4/95-7/96)

See Additional Note on p. 57.

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
FUTURES TRADING IS SPECULATIVE AND INVOLVES A HIGH DEGREE OF RISK.

NO ASSURANCE CAN BE MADE THAT ANY JWH PROGRAM OTHER THAN THE TRADING
PROGRAMS WILL BE USED FOR THE TRUST AT ANY ONE TIME OR FROM TIME TO TIME.

SEE "NOTES TO JWH PROGRAMS PERFORMANCE SUMMARIES" AT PAGES 54-55.

-50-

<PAGE>

JWH PROGRAMS
PERFORMANCE SUMMARIES

YEN FINANCIAL PORTFOLIO (cont'd)

- --------------------------------------------------------------------------------------------------------------------
AGGREGATE LARGEST LARGEST
ACCOUNT NO. INCEPTION OF ASSETS COMPOUND RATE MONTHLY PEAK-TO-VALLEY
TRADING JANUARY 31, 1997 OF RETURN (%) DRAWDOWN % DRAWDOWN %
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
11 11/93 closed - 8/95 1995: 20.0 (8 months)
1994: (13.4)
1993: 5.2 (2 months) (9.0) - 8/95 (18.8) 4/95-8/95
- --------------------------------------------------------------------------------------------------------------------
12 11/93 closed - 1/95 1995: (0.6) (1 month)
1994: (15.1)
1993: 4.8 (2 months) (6.3) - 5/94 (16.5) - 4/94-1/95
- --------------------------------------------------------------------------------------------------------------------
13 12/92 closed - 3/96 1996: (4.1) (3 months)
1995: 31.4
1994: (14.1)
1993: 69.2
1992: 0.1 (1 month) (4.9) - 7/95 (15.8) 12/93-1/95
- --------------------------------------------------------------------------------------------------------------------
14 1/93 closed - 12/95 1995: 10.9
1994: (4.1)
1993: 43.6 (6.2) - 6/95 (15.8) 4/95-12/95
- --------------------------------------------------------------------------------------------------------------------
15 4/93 closed - 9/94 1994: (19.0) (9 months)
1993: 25.3 (9 months) (5.8) - 5/94 (19.9) 11/93-9/94
- --------------------------------------------------------------------------------------------------------------------
16 1/94 closed - 8/94 1994: (6.7) (8 months) (5.5) - 5/94 (11.0) 4/94-8/94
- --------------------------------------------------------------------------------------------------------------------
17 12/92 closed - 1/96 1996: 0.3 (1 month)
1995: 26.6
1994: (5.1)
1993: 73.9
1992: (1.0) (1 month) (6.0) - 7/95 (12.4) 4/95-10/95
- --------------------------------------------------------------------------------------------------------------------
18 3/94 closed - 4/96 1996: (6.3) (4 months)
1995: 18.5
1994: (10.1) (10 months) (6.2) - 7/95 (18.5) 4/95-4/96
- --------------------------------------------------------------------------------------------------------------------
19 12/94 closed - 4/96 1996: (7.8) (4 months)
1995: 18.3
1994: 0.2 (1 month) (6.6) - 7/95 (21.1) 4/95-4/96
- --------------------------------------------------------------------------------------------------------------------
20 6/94 closed - 12/94 1994: (7.9) (7 months) (5.1) - 7/94 (10.4) 6/94-11/94
- --------------------------------------------------------------------------------------------------------------------
21 6/94 closed - 3/95 1995: 48.1 (3 months)
1994: (6.6) (7 months) (3.6) - 7/94 (9.9) 6/94-1/95
- --------------------------------------------------------------------------------------------------------------------
22 4/94 closed - 9/94 1994: (4.6) (6 months) (4.7) - 5/94) (7.0) 4/94-9/94
- --------------------------------------------------------------------------------------------------------------------
23 3/94 closed - 9/94 1994: (9.7) (7 months) (6.3) - 5/94 (11.0) 4/94-9/94
- --------------------------------------------------------------------------------------------------------------------
24 4/94 closed - 9/94 1994: (9.8) (6 months) (9.1) - 5/94 (12.9) 4/94-9/94
- --------------------------------------------------------------------------------------------------------------------
25 4/93 closed - 12/94 1994: (16.6) (6.1) - 5/94 (17.9) 11/93-12/94
1993: 26.5 (9 months)
- --------------------------------------------------------------------------------------------------------------------
26 9/93 closed - 12/94 1994: (12.4) (6.0) - 5/94 (14.1) 4/94-12/94
1993: 3.2 (4 months)
- --------------------------------------------------------------------------------------------------------------------
</TABLE>

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
FUTURES TRADING IS SPECULATIVE AND INVOLVES A HIGH DEGREE OF RISK.

NO ASSURANCE CAN BE MADE THAT ANY JWH PROGRAM OTHER THAN THE TRADING
PROGRAMS WILL BE USED FOR THE TRUST AT ANY ONE TIME OR FROM TIME TO TIME.

SEE "NOTES TO JWH PROGRAMS PERFORMANCE SUMMARIES" AT PAGES 54-55.

-51-

<PAGE>

NOTES TO JWH PROGRAMS
PERFORMANCE SUMMARIES

1. NAME OF PROGRAM is the name of the JWH trading program used in directing
the accounts included in the performance summary.

2. INCEPTION OF CLIENT ACCOUNT TRADING is October 1982, the date on which JWH
began directing client accounts (pursuant to the Original Investment
Program). This date is the same in each performance summary.

3. INCEPTION OF CLIENT ACCOUNT TRADING IN PROGRAM is the date on which JWH
began directing client accounts pursuant to the program shown.

4. NUMBER OF OPEN ACCOUNTS is the number of accounts directed by JWH pursuant
to the program shown as of January 31, 1997.

5. AGGREGATE ASSETS (EXCLUDING "NOTIONAL" EQUITY) OVERALL is the aggregate
amount of actual assets under the management of JWH in all programs as of
January 31, 1997. These numbers also include proprietary funds; however,
all proprietary funds included in the aggregate amount are traded in the
same manner and charged the same fees as client funds, and the proprietary
funds are, in any event, not material in terms of the overall assets
managed by JWH.

6. AGGREGATE ASSETS (INCLUDING "NOTIONAL" EQUITY) OVERALL is the aggregate
amount of total equity, including "notional" equity, under the management
of JWH in all programs being operated as of January 31, 1997. These
numbers also include proprietary funds; however, all proprietary funds
included in the aggregate amount are traded in the same manner and charged
the same fees as client funds, and the proprietary funds are, in any event,
not material in terms of the overall assets managed by JWH.

7. AGGREGATE ASSETS (EXCLUDING "NOTIONAL" EQUITY) IN PROGRAM is the aggregate
amount of actual assets under the management of JWH in the program shown as
of January 31, 1997. These numbers may also include proprietary funds;
however, all proprietary funds included in the aggregate amount are traded
in the same manner and charged the same fees as client funds, and the
proprietary funds are, in any event, not material in terms of the overall
assets managed by JWH pursuant to the program.

8. AGGREGATE ASSETS (INCLUDING "NOTIONAL" EQUITY) IN PROGRAM is the aggregate
amount of total equity, including "notional" equity, under the management
of JWH in the program shown as of January 31, 1997. These numbers may
also include proprietary funds; however, all proprietary funds included in
the aggregate amount are traded in the same manner and charged the same
fees as client funds, and the proprietary funds are, in any event, not
material in terms of the overall assets managed by JWH pursuant to the
program.

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
FUTURES TRADING IS SPECULATIVE AND INVOLVES A HIGH DEGREE OF RISK.

NO ASSURANCE CAN BE MADE THAT ANY JWH PROGRAM OTHER THAN THE TRADING
PROGRAMS WILL BE USED FOR THE TRUST AT ANY ONE TIME OR FROM TIME TO TIME.

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NOTES TO JWH PROGRAMS
PERFORMANCE SUMMARIES (CONT'D)

9. LARGEST MONTHLY DRAWDOWN is the largest monthly loss within a program shown
on an individual account basis. "Loss" for these purposes is calculated on
the basis of the loss experienced by the individual account, expressed as a
percentage of the total equity in the account. The largest monthly
drawdown for an individual account within a program was determined after
identification of the three largest monthly drawdowns on a composite basis
for each investment program. Within the three months in which the largest
composite monthly drawdowns occurred, individual accounts were reviewed for
each program. The individual account which experienced the largest loss in
those months is the account shown above as having the largest individual
monthly drawdown for the investment program. Some individual accounts were
excluded from review if they were being phased in or out, opened or closed
during the month, or if material mid-month additions or redemptions were
made. Largest monthly drawdown includes the month and year of such
drawdown.

10. LARGEST PEAK-TO-VALLEY DRAWDOWN is the largest percentage decline (after
eliminating the effect of additions and withdrawals) by any single account
during the period covered by the performance summaries from any month-end
net asset value, without such month-end net asset value being equalled or
exceeded as of a subsequent month-end. Largest peak-to-valley drawdown is
calculated on the basis of the loss experienced by the account, expressed
as a percentage of the total equity (including "notional" equity) in the
account.

11. MONTHLY RATES OF RETURN (used in calculating the Compound Rate of Return)
are calculated by dividing net performance by the sum of beginning total
equity (including "notional" equity) plus additions minus withdrawals. For
such purposes, all additions and withdrawals are effectively treated as if
they had been made on the first day of the month even if, in fact, they
occurred later, unless, beginning in December 1991, they are material to
the performance of a program, in which case they are time-weighted. If
time weighting is materially misleading, then the only accounts traded
method is utilized.

12. COMPOUND RATE OF RETURN is calculated by compounding the monthly rates of
return over the number of months in a given year. Each month's rate of
return (positive or negative) in hundredths is added to one (1) and the
result is multiplied by the previous month's monthly rate of return
similarly expressed. One (1) is then subtracted from the product. For
periods of less than one year, the results are year-to-date. For example,
if a program recorded monthly rates of return of 5, (3) and 1 for three
consecutive months, the compound rate of return for those three months
would equal 1.05 x 0.97 x 1.01 = 1.029 or 2.9% (approximately).

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
FUTURES TRADING IS SPECULATIVE AND INVOLVES A HIGH DEGREE OF RISK.

NO ASSURANCE CAN BE MADE THAT ANY JWH PROGRAM OTHER THAN THE TRADING
PROGRAMS WILL BE USED FOR THE TRUST AT ANY ONE TIME OR FROM TIME TO TIME.

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ADDITIONAL NOTES
TO JWH PROGRAMS PERFORMANCE SUMMARIES

ADDITIONAL NOTE TO THE ORIGINAL INVESTMENT PROGRAM PERFORMANCE SUMMARY AND
MONTHLY RATES OF RETURN TABLE

The Original Investment Program began trading client capital in October
1982. During certain periods covered in the Original Investment Program
performance information, proprietary funds are included. The absence of
management and incentive fees and reduced brokerage commissions during these
periods may have had a material effect on rates of return. However, this
potentially material effect has decreased as client funds comprised the entire
performance record from July 1988 through October 1994. Beginning in November
1994, one proprietary account has been traded pursuant to an investment in a
fund. This proprietary account is traded in exactly the same manner that client
funds would be traded, and has been subject to all of the same fees and expenses
that would be charged to a client investment in the fund; therefore, there is no
material impact on the rates of return presented.

ADDITIONAL NOTE TO THE FINANCIAL AND METALS PORTFOLIO PERFORMANCE SUMMARY AND
MONTHLY RATES OF RETURN TABLE

The Financial and Metals Portfolio began trading client capital in October
1984. During certain periods covered in the performance information,
proprietary funds are included. The absence of management and incentive fees
and reduced commissions during these periods may have had a material effect on
the rates of return achieved. This potentially material effect, however, has
decreased as client funds have comprised the entire performance record since
July 1987 (except as described below).

The timing of additions and withdrawals materially inflated the 1987 annual
rate of return. The three accounts that were open for the entire year of 1987
achieved annual rates of return of 138%, 163% and 259%, respectively.

In May 1991 one proprietary account, and in March 1992 a second proprietary
account began trading in the Financial and Metals Portfolio. Both accounts are
included in the performance information from their inception until August 1995.
The maximum percentage of proprietary funds during this time was less than 0.5%.

In May 1992, 35% of the assets in the Financial and Metals Portfolio was
deleveraged 50% at the request of a client. This deleveraging materially
affected the rates of return. The 1992 compound rate of return for these
deleveraged accounts was (24.3)%. The 1992 compound rate of return for the
Financial and Metals Portfolio was (10.8)%. If these accounts were excluded
from the Financial and Metals Portfolio performance information, the 1992
compound rate of return would have been (4)%. The effect of this deleveraging
was eliminated in September 1992.

Additionally, the Financial and Metals Portfolio performance information
includes the performance of several accounts that do not participate in global
markets due to their smaller account equities which do not meet the minimums
established for this Trading Program. Accounts not meeting such minimums can
experience performance materially different from the performance of an account
which meets the minimum account size. The performance of such accounts has no
material effect on the overall Financial and Metals Portfolio performance
information.

ADDITIONAL NOTE TO THE GLOBAL DIVERSIFIED PORTFOLIO PERFORMANCE SUMMARY

The Global Diversified Portfolio began trading client capital in June 1988.
From July 1995 through February 1996, one proprietary account has been traded
pursuant to an investment in a fund. This proprietary account is traded in
exactly the same manner that client funds would be traded, and has been subject
to all of the same fees and expenses that would be charged to a client
investment in the fund; therefore, there is no material impact on the rates of
return presented.

See "Additional Note to the Performance Summaries Which Utilize the
Fully-Funded Subset Method -- I.E., the Global Diversified Portfolio and JWH
Investments, Inc. InterRate-TM- at page 58."

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
FUTURES TRADING IS SPECULATIVE AND INVOLVES A HIGH DEGREE OF RISK.

NO ASSURANCE CAN BE MADE THAT ANY JWH PROGRAM OTHER THAN THE TRADING
PROGRAMS WILL BE USED FOR THE TRUST AT ANY ONE TIME OR FROM TIME TO TIME.

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ADDITIONAL NOTES
TO JWH PROGRAMS PERFORMANCE SUMMARIES (CONT'D)

ADDITIONAL NOTE TO THE G-7 CURRENCY PORTFOLIO PERFORMANCE SUMMARY

The G-7 Currency Portfolio began trading client capital in February 1991.
From July 1995 through December 1995, one proprietary account has been traded
pursuant to an investment in a fund, and in August 1996 an additional
proprietary account began trading pursuant to the same fund. These proprietary
accounts have been traded in exactly the same manner that client funds would be
traded, and have been subject to all of the same fees and expenses that would be
charged to a client investment in the fund; therefore, there is no material
impact on the rates of return presented.

ADDITIONAL NOTE TO THE GLOBAL FINANCIAL PORTFOLIO PERFORMANCE SUMMARY

The Global Financial Portfolio began trading client capital in June 1994.
Beginning in July 1995, one proprietary account has been traded pursuant to an
investment in a fund. This proprietary account is traded in exactly the same
manner that client funds would be traded, and has been subject to all of the
same fees and expenses that would be charged to a client investment in the fund;
therefore, there is no material impact on the rates of return presented.

Since the inception of the Global Financial Portfolio, the timing of
individual account openings has had a material impact on rates of return. Based
on the account start-up methodology used by JWH, the performance of individual
accounts comprising the Global Financial Portfolio performance information has
varied. In 1994, the two accounts that were open had rates of return of (44)%
and (17)%, respectively. For the period January 1995 through June 1995, the
three open accounts achieved rates of return of 101%, 75% and 67%, respectively.
Since July 1995, these accounts have maintained mature positions and have been
performing consistently with each other. Due to the six-month period in 1995 of
differential performance, however, these three accounts had annual rates of
return of 122%, 92% and 78%, respectively, for such year.

ADDITIONAL NOTE TO THE INTERNATIONAL CURRENCY AND BOND PORTFOLIO PERFORMANCE
SUMMARY

The International Currency and Bond Portfolio began trading client capital
in January 1993. Beginning in October 1995, this program has been comprised of
a single proprietary account. This proprietary account has been traded pursuant
to an investment in a fund, is traded in exactly the same manner that client
funds would be traded, and has been subject to all of the same fees and expenses
that would be charged to a client investment in the fund; therefore, there is no
material impact on the rates of return presented.

ADDITIONAL NOTE TO THE YEN FINANCIAL PORTFOLIO PERFORMANCE SUMMARY

The Yen Financial Portfolio is traded from the Japanese yen perspective.
Accounts may be opened with either U.S. dollar or Japanese yen deposits.
Accounts originally opened with U.S. dollars establish additional interbank
positions in Japanese yen in an effort to enable such accounts to generate
returns similar to the returns generated by accounts with yen-denominated
balances. Over time, as profits and losses are recognized in yen-denominated
Japanese markets, accounts may hold varying levels of U.S. dollars and Japanese
yen. Additionally, the interbank positions are adjusted periodically to reflect
the actual portions of the account balances remaining in U.S. dollars.

As the equity mix between U.S. dollars and Japanese yen varies, account
performance from the dollar and yen perspective does so also. Such differences
arise from exchange-rate movements, percentage of account balances held in yen,
and fee arrangements.

The performance summary of the Yen Financial Portfolio is presented on an
individual account by account basis due to material differences among certain of
the Yen Financial Portfolio accounts. Account performance has varied
historically due to a number of factors unique to this Program, including
whether an account was denominated in U.S. dollars or Japanese yen, the extent
of hedging currency exposure, the amounts and frequency of currency conversions,
and account size. Several of these factors that have materially influenced
performance depend on clients' specific instructions that effectively result in
customized client portfolios.

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
FUTURES TRADING IS SPECULATIVE AND INVOLVES A HIGH DEGREE OF RISK.

NO ASSURANCE CAN BE MADE THAT ANY JWH PROGRAM OTHER THAN THE TRADING
PROGRAMS WILL BE USED FOR THE TRUST AT ANY ONE TIME OR FROM TIME TO TIME.

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<PAGE>

ADDITIONAL NOTES
TO JWH PROGRAMS PERFORMANCE SUMMARIES (CONT'D)

The Yen Financial Portfolio began trading client capital in January 1992.
In June 1996, one proprietary account commenced trading pursuant to an
investment in a fund. This proprietary account is traded in exactly the same
manner that client funds would be traded, and is subject to all of the same fees
and expenses that would be charged to a client investment in the fund;
therefore, there is no material impact on the rates of return presented.

ADDITIONAL NOTE TO THE PERFORMANCE SUMMARIES WHICH UTILIZE THE FULLY-FUNDED
SUBSET METHOD -- I.E., THE GLOBAL DIVERSIFIED PORTFOLIO AND JWH INVESTMENTS,
INC. INTERRATE-TM- (THE "FULLY-FUNDED SUBSET DATA")

Actual funds are the amount of margin-qualifying assets on deposit.
Nominal account size is a dollar amount which clients have agreed to in writing
and which determines the level of trading in the account regardless of the
amount of actual funds. "Notional" funds are the amounts by which the nominal
account size exceeds the amount of actual funds. The amount of "notional" funds
in the accounts included in these summaries requires additional disclosure under
current CFTC policy. The Fully-Funded Subset Data include "notional" funds in
excess of the 10% disclosure threshold established by the CFTC and reflects the
adoption of a method of presenting rate-of-return and performance disclosure
authorized by the CFTC and referred to as the "Fully-Funded Subset Method."
This method permits "notional" and fully-funded accounts to be included in a
single performance summary.

To qualify for the use of the Fully-Funded Subset Method, the CFTC requires
that certain computations be made in order to arrive at the Fully-Funded Subset,
and that the accounts for which performance is so reported meet two tests which
are designed to provide assurance that the Fully-Funded Subset and the rates of
return of the accounts included in such Subset are representative of the
performance of the strategy in question.

These computations have been performed from January 1, 1992 to July 1996
for the Global Diversified Portfolio and from the inception of JWH Investments,
Inc.'s InterRate-TM- to its close in November 1993. These computations were
designed to provide assurance that the performance presented in the Fully-Funded
Subset Data and calculated using the Fully-Funded Subset Method would be
representative of such performance calculated on a basis which includes
"notional" funds in beginning equity. The rates of return in the Fully-Funded
Subset Data are calculated by dividing net performance by the sum of beginning
equity plus additions minus withdrawals. JWH and JWH Investments, Inc. believe
that this method yields substantially the same adjusted rates of return as would
be the Fully Funded Subset method were there any "fully funded" accounts and
that the rates of return in the Fully-Funded Subset Data are representative of
the performance of the programs in question for the periods presented.

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
FUTURES TRADING IS SPECULATIVE AND INVOLVES A HIGH DEGREE OF RISK.

NO ASSURANCE CAN BE MADE THAT ANY JWH PROGRAM OTHER THAN THE TRADING
PROGRAMS WILL BE USED FOR THE TRUST AT ANY ONE TIME OR FROM TIME TO TIME.

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<PAGE>

THE TRADING ADVISORY AGREEMENT

The Trust has entered into a Trading Advisory Agreement with JWH. The
agreement provides that JWH will be the sole trading advisor for the Trust and
will have sole responsibility for determining transactions in commodity
interests with respect to Trust assets. The Managing Owner currently intends
that each Trading Program will be allocated an equal portion of the Trust's
assets raised in connection with this offering, and at the end of each quarter
after the Trust has commenced trading, the Trading Advisor will automatically
rebalance the allocation between the Trading Programs so that the Trading
Programs again will be allocated equal portions of Trust assets. However, the
Managing Owner, with the agreement of JWH, may reallocate assets between the
Trading Programs, delete a Trading Program or add one or more other JWH
programs. The Trading Advisory Agreement has an initial term ending on the last
day of the twelfth full calendar month after commencement of trading by the
Trust, with automatic renewal for three one-year periods on the same terms
unless the Managing Owner gives notice of termination to JWH at least 45 days
prior to the expiry of the then current term. The Trading Advisory Agreement
will terminate automatically if the Trust is terminated.

No assurance is given that, after the expiration or termination of the
Trading Advisory Agreement, the Trust will be able to retain the advisory
services of JWH or that if such services are available they will be on the
same terms as those of the initial Trading Advisory Agreement. The Managing
Owner may, in its sole discretion, employ additional trading advisors or
replace existing trading advisors; provided, however, if JWH ceases to be the
Trust's sole trading advisor, the Managing Owner will cause "JWH" to be
deleted from the Trust's name. Upon termination or expiration of the Trading
Advisory Agreement, the Trust may retain other advisors whose compensation may
be determined without regard to the previous performance of the Trust, or it
may renew its Trading Advisory Agreement with JWH on the same or different
terms, but in no event may the compensation to be paid under such arrangement
exceed the limitations set forth in the Statement of Policy of the North
American Securites Administrators Association, Inc. ("NASAA") relating to the
registration, for public offering, of commodity pool interests (the "Blue Sky
Guidelines"). The compensation payable by the Trust to JWH for services
provided by JWH under the Trading Advisory Agreement is described under the
caption "Charges."

JWH, its principals and employees will not be liable to the Managing Owner
or its principals and employees, the Trust, the Unitholders, or any of their
successors or assigns except by reason of acts or omissions due to bad faith,
misconduct, negligence or not having acted in good faith in the reasonable
belief that its actions were taken in, or not opposed to, the best interests of
the Trust. The Trust and the Managing Owner will, jointly and severally,
indemnify JWH, its principals and employees to the full extent permitted by law
against any liability incurred or sustained by JWH in connection with any acts
or omissions of JWH relating to its management of Trust assets or arising out of
or in connection with the Trading Advisory Agreement or arising out of JWH's
management of Trust assets, provided that there has been no judicial
determination that such liability was the result of negligence, misconduct, bad
faith or a breach of the Trading Advisory Agreement nor any judicial
determination that the conduct which was the basis for such liability was not
done in good faith belief that it was in, or not opposed to, the best interests
of the Trust. Any such indemnification involving a material amount, unless
ordered or expressly permitted by a court, will be made by the Trust only upon
the opinion of mutually acceptable independent legal counsel that JWH has met
the applicable standard of conduct described above. The Trading Advisory
Agreement prohibits JWH from receiving any commission, compensation,
remuneration or payment whatsoever from any broker with whom the Trust carries
any account by reason of the Trust's transactions.

JWH, its affiliates and Mr. John W. Henry may engage in discretionary
trading for their own accounts. Employees and principals of JWH (other than Mr.
Henry) are not permitted to trade on a discretionary basis in futures, options
on futures or forward contracts, although they may invest in investment vehicles
that trade such contracts. In addition, JWH and its affiliates shall be free to
manage other commodity accounts during the term of the Trading Advisory
Agreement and to use the same information and the Trading Programs (or other JWH
programs, if any) utilized in the performance of services for the Trust so long
as JWH's ability to carry out its obligations and duties under the Trading
Advisory Agreement is not materially impaired thereby. See "Conflicts of
Interests -- Other Commodity Pools and Accounts." Unitholders will not be
allowed to inspect the record of such accounts in light of the confidential
nature of such records. However, the Trading Advisory Agreement provides that
the Managing Owner may inspect all the records of JWH related to commodity
trading for the purposes of confirming that the Fund has been treated equitably
in light of JWH's trading for other accounts during the term of the Trading
Advisory Agreement.

FIDUCIARY OBLIGATIONS OF THE MANAGING OWNER

NATURE OF FIDUCIARY OBLIGATIONS; CONFLICTS OF INTEREST

As the Managing Owner of the Trust, CISI is subject to restrictions imposed
on "fiduciaries" under both statutory and common law. The Managing Owner has a
fiduciary responsibility to the Unitholders to exercise good faith, fairness and
loyalty in all dealings affecting the Trust, consistent with the terms of the
Trust's Declaration and Agreement of Trust ("Declaration and Agreement of
Trust") and the Trading Advisory Agreement between the Trust and JWH. The scope
of

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CISI's fiduciary obligations is defined and established, in large part, by the
consent of each Unitholder, in subscribing to the Units, to the business terms
of the Trust, as embodied in the Declaration and Agreement of Trust and
described in this Prospectus. Certain of the conflicts of interest involved in
the operation of the Trust may be impermissible under the fiduciary principles
applied in certain other investment contexts. In the case of the Trust, such
activities are authorized by disclosure and the informed consent of subscribers.
One of the purposes underlying the disclosures contained in this Prospectus is
to disclose to all prospective Unitholders these conflicts of interest so that
the Managing Owner may have the opportunity to obtain the Unitholders' informed
consent to such conflicts. Prospective investors who are not willing to consent
to the various conflicts of interest described herein are ineligible to invest
in the Trust. See "Conflicts of Interest at page 75."

The Managing Owner has selected CIS as the Trust's futures broker. JWH is
required to clear the Trust's futures trades through CIS, as well as to transact
the Trust's spot and forward trades on currencies and cash bullion through
CISFS. The Brokerage Fee paid to CIS by the Trust are assessed on a flat-rate,
not a per-trade, basis. Nevertheless, prospective investors must recognize that
by subscribing to the Trust they have consented to its basic structure, in which
affiliates of the Managing Owner, and the Managing Owner itself, will, directly
or indirectly receive substantial revenues from the Trust and the Managing Owner
does not negotiate on behalf of the Trust to obtain fee or rate concessions from
its affiliates which provide services to the Trust.

The Trust, as a publicly-offered "commodity pool," is subject to the Blue
Sky Guidelines. The Blue Sky Guidelines explicitly prohibit a sponsor of a
commodity pool from "contracting away the fiduciary obligation owed to
[the Unitholders] under the common law." Consequently, once the terms of a
given commodity pool, such as the Trust, are established, it is virtually
impossible for the Managing Owner to change such terms in a manner which
disproportionately benefits the Managing Owner, as any such change could
constitute self-dealing under common law fiduciary standards.

The Declaration and Agreement of Trust provides that CISI and its
affiliates shall have no liability to the Trust or to any Unitholder for any
loss suffered by the Trust which arises out of any action or inaction of CISI or
any of its affiliates if CISI or such affiliate, in good faith, determined that
such course of conduct was in the best interests of the Trust, and such course
of conduct did not constitute negligence or misconduct by CISI or such
affiliate. The Trust has agreed to indemnify CISI and certain of its affiliates
against claims, losses or liabilities based on their conduct relating to the
Trust, provided that the conduct resulting in the claims, losses or liabilities
for which indemnity is sought did not constitute negligence or misconduct and
was done in good faith and in a manner reasonably believed to be in the best
interests of the Trust. The Blue Sky Guidelines prescribe the maximum
permissible extent to which the Trust can indemnify CISI and its affiliates and
prohibit the Trust from purchasing insurance to cover indemnification which the
Trust could not give directly.

REMEDIES AVAILABLE TO THE UNITHOLDERS

Under Delaware law, a beneficial owner of a business trust may, under
certain circumstances, institute legal action on behalf of himself or herself
and all other similarly situated beneficial owners (a "class action") to recover
damages from a managing owner for violations of fiduciary duties, or on behalf
of a business trust (a "derivative action") to recover damages from a third
party where a managing owner has failed or refused to institute proceedings to
recover such damages. In addition, beneficial owners may have the right,
subject to applicable procedural, jurisdictional and substantive requirements,
to bring class actions in federal court to enforce their rights under the
federal securities laws and the rules and regulations promulgated thereunder by
the SEC. For example, beneficial owners who have suffered losses in connection
with the purchase or sale of their beneficial interests in a trust may be able
to recover such losses from a managing owner where the losses result from a
violation by the managing owner of the anti-fraud provisions of the federal
securities laws.

In certain circumstances, Unitholders also have the right to institute a
reparations proceeding before the CFTC against CISI (a registered commodity pool
operator), CIS (a registered futures commission merchant) and JWH (a registered
commodity trading advisor), as well as those of their respective employees who
are required to be registered under the CEA, and the rules and regulations
promulgated thereunder. There is a private right of action under the CEA.
Investors in commodities and in commodity pools may, therefore, invoke the
protections provided by such legislation.

In the case of most public companies, the management is required to make
numerous decisions in the course of the day-to-day operations of the company and
is protected in doing so by the so-called "business judgment rule." This rule
protects management from liability for decisions made in the course of operating
a business if the decisions are made

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on an informed basis and with the honest belief that the decision is in the best
interests of the corporation. The Managing Owner believes that similar
principles apply to it in its management of the Trust.

THE FOREGOING SUMMARY DESCRIBING IN GENERAL TERMS THE REMEDIES AVAILABLE TO
UNITHOLDERS UNDER FEDERAL AND STATE LAW IS BASED ON STATUTES, RULES AND
DECISIONS AS OF THE DATE OF THIS PROSPECTUS. THIS IS A DEVELOPING AND CHANGING
AREA OF THE LAW. THEREFORE, UNITHOLDERS SHOULD CONSULT THEIR OWN COUNSEL AS TO
THEIR EVALUATION OF THE STATUS OF THE APPLICABLE LAW SHOULD ANY ISSUES ARISE.

USE OF PROCEEDS

PROCEEDS OF SUBSCRIPTIONS

CIS will pay from its own funds all selling commissions incurred on the
sale of the Units. The organizational and initial offering costs advanced by
CISI will be reimbursed by the Trust to CISI on the initial closing date and
such reimbursed amount shall be capitalized and amortized over the first 60
months of the Trust's operations. At no month-end will the amount amortized by
the Trust exceed 1/60 of 2% of the Net Assets of the Trust as of such month-end.
If the Trust is terminated prior to the end of the amortization period or the
entire amount of the organizational and initial offering costs is not amortized
due to the 2% ceiling, CISI will return to the Trust any unamortized amount.
Ongoing offering costs of up to 0.5% of the Trust's average month-end Net Assets
during any fiscal year will be paid from the general assets of the Trust, not
from the proceeds of subscriptions. The proceeds of the initial sale of the
Units (I.E.,a minimum of $10,000,000 plus the Managing Owner's required
contribution in a minimum amount of 1% of the Trust's total capitalization, or
approximately $10,100,000) less organizational and initial offering cost
reimbursement, as well as the proceeds of the additional Units sold during the
Ongoing Offering Period (and corresponding additional 1% contribution of the
Managing Owner), will be deposited in the Trust's trading account and available
for speculative trading. DESPITE THE FACT THAT CIS WILL PAY THE SELLING
COMMISSIONS DUE ON ALL UNIT SALES, THE TRUST IS NOT A "NO LOAD" INVESTMENT. THE
3% REDEMPTION CHARGE IN EFFECT THROUGH THE END OF THE ELEVENTH FULL MONTH AFTER
UNITS ARE SOLD (I.E., AFTER THE TRUST COMMENCES TRADING IN THE CASE OF UNITS
SOLD DURING THE INITIAL OFFERING PERIOD; AFTER THE LAST DAY OF THE MONTH AS OF
WHICH UNITS ARE ISSUED DURING THE ONGOING OFFERING PERIOD) PROTECTS CIS FROM
PAYING SELLING COMMISSIONS IN RESPECT OF UNITS WHICH DO NOT REMAIN OUTSTANDING
LONG ENOUGH FOR CIS TO EARN BROKERAGE FEES CHARGED AGAINST THE CAPITAL
ATTRIBUTABLE TO SUCH UNITS.

SPECULATIVE TRADING

The primary use which the Trust will make of the proceeds of the offering
of the Units will be to support, both as actual margin and as funds held in
reserve, the speculative trading of JWH pursuant to the Trading Programs.
Initially the Trust will allocate Trust assets equally between the Trading
Programs. Thereafter at the end of each quarter, automatic rebalancing of
assets allocated to the Trading Programs will take place. The Managing Owner
intends to allocate the proceeds of sales of Units during the Ongoing Offering
Period equally between the two Trading Programs. Although not currently
contemplated, the Managing Owner may, with the agreement of JWH, alter the
allocation between the Trading Programs, eliminate a Trading Program or add one
or more other JWH programs.

There can be no assurance in which markets or market sectors the Trust will
participate or may be concentrated at any one time or over time.

The strategies implemented by JWH are described in general terms (these
strategies are proprietary and confidential and, accordingly, cannot be
described in detail) under "John W. Henry & Company, Inc. -- Trading
Techniques." JWH has the flexibility to alter, in its discretion, its trading
method (including technical trading systems, risk control overlays and money
management principles), as well as to change the futures and forward markets
traded for the Trust. JWH may modify the method used for the Trust so as to
include new methods of analysis and may utilize non-trend-following systems or
market-forecasting strategies. Unitholders will not be notified of changes in
the markets traded or modifications, additions or deletions to JWH's methods
unless such changes are considered by the Managing Owner to be material.

MAINTENANCE OF ASSETS; INTEREST INCOME

Initially all of the Trust's assets will be deposited with CIS and CISFS.
Although currently not contemplated, CISI may deposit a portion of Trust assets
with a Custodian and engage a third-party cash manager to manage such assets.
Such assets will be invested on an unleveraged basis in Treasury bills, notes
and bonds as well as other securities issued or guaranteed as to principal
and/or interest by certain U.S. government agencies or instrumentalities. The
fees of such

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third-party cash manager will be paid by the Trust. CIS has agreed to credit to
the account of the Trust at each month-end the amount, if any, by which returns
(net of fees of the cash manager) for such month on Trust assets held by a
Custodian are less than the return that would have been realized by the Trust
had such assets been deposited with CIS. THERE CAN BE NO ASSURANCE THAT, IF THE
SERVICES OF ONE OR MORE CASH MANAGERS ARE USED, THE TRUST WILL AVOID LOSS OF
PRINCIPAL WITH RESPECT TO TRUST ASSETS PLACED WITH SUCH MANAGERS.

The Trust's assets will be used either as margin to secure the Trust's
obligations under the open positions which it holds in the markets or as a
reserve to support further trading in the event of market losses. The assets
deposited as margin with and held by the Futures Broker will be held in
"customer segregated funds accounts" or "foreign futures and foreign options
secured amount accounts" (in the case of futures and options traded on non-U.S.
exchanges), as prescribed by the CEA and applicable CFTC regulations. Assets
deposited as margin with and held by the Foreign Currency Broker will be held in
unregulated accounts. In general, approximately 80% to 94% of the Trust's
assets will be held in customer segregated funds accounts or with a Custodian,
approximately 5% to 15% in foreign futures and options secured amount accounts
and approximately 1% to 5% in unregulated accounts. Assets held in "customer
segregated funds accounts" may be held in cash or invested in United States
Treasury bills or notes. Assets held at a Custodian may be held in cash or
invested on an unleveraged basis in Treasury bills, notes and bonds as well as
other securities issued or guaranteed as to principal and/or interest by certain
U.S. government agencies or instrumentalities. On the 5th business day of each
month, CIS and CISFS will credit the Trust with interest on 100% of the Trust's
average daily balances on deposit with CIS or CISFS, as the case may be, in the
previous month at the average 91-day Treasury bill rate for such previous month
in respect of deposits denominated in dollars. CIS has agreed to credit the
account of the Trust at each month-end the amount, if any, by which returns (net
of fees of the investment adviser) for such month on Trust assets held by a
Custodian are less than the return that would have been realized by the Trust
had such assets been deposited with CIS.

On Trust assets held in a foreign currency (for purposes of making margin
deposits with respect to positions on an exchange outside the United States on
which JWH currently trades), CIS and CISFS will credit the Trust with interest
on the 5th business day of each month on the average daily balance of Trust
assets held in such currency during the previous month at a rate equal to 0.75%
below the average rate paid with respect to deposits in such currency by the
relevant clearing association for such previous month (which is zero in certain
cases) except that the rate of interest at which CIS or CISFS will credit the
Trust for deposits in Spanish Pesetas will be 2.75% below the average Madrid
interbank offered rate for the month in question. With respect to currencies
required for margin on markets not currently traded by JWH, CIS and CISFS will
credit the Trust with interest at the rates paid by, respectively, CIS and
CISFS to other accounts similar in size and character to that of the Trust.

Interest income exceeding the amount credited by CIS and CISFS to the
Trust's account will be retained by CIS and CISFS, respectively, but no event
shall such interest income exceed, in the aggregate, 20% of the interest income
derived from the Trust's assets.

To the extent that the Trust participates in the spot and forward currency
and precious metals markets, the Trust will be required to deposit margin with
CISFS. CIS will satisfy such margin requirements by transferring Trust assets
from the Trust's account at CIS to CISFS. Amounts transferred to CISFS as
margin on spot and forward currency and precious metals positions will not be
held by CISFS as customer segregated funds under the CEA and the rules of the
CFTC but will be included in determining the interest to be credited to the
Trust as described above.

The Declaration and Agreement of Trust strictly prohibits the Trust from
lending any of its assets to any person or entity. The Managing Owner will not
commingle the property of the Trust with the property of any other person or
entity (deposit of Trust assets with the Futures Broker or CISFS does not
constitute commingling for these purposes).

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CHARGES

CHARGES PAID BY THE TRUST

The Trust will be subject to the following charges and fees.

RECIPIENT NATURE OF PAYMENT AMOUNT OF PAYMENT
- --------- ----------------- -----------------

CISI Organizational and CISI will advance these costs,
initial offering costs estimated at approximately
$500,000-$600,000, which will be
reimbursed to CISI by the Trust at
the initial closing and amortized
over the first 60 months of the
Trust's operations, up to a limit
at each month-end of 1/60 of 2% of
Net Assets as of such month-end.
CISI will return any unamortized
amount to the Trust at the end of
the amortization period or earlier
termination of the Trust.

Third Parties Ongoing offering costs Actual; up to the maximum of 0.5%
of the Trust's average month-end
Net Assets in each fiscal year.

CIS Brokerage Fee A flat-rate monthly Brokerage Fee
equal to 6.5% (or approximately
0.542% per month) of the Trust's
month-end assets (after deduction
of the Management Fee payable to
JWH) will be paid to CIS. Such
Brokerage Fee will cover all
brokerage, exchange, clearing and
NFA fees incurred in the Trust's
trading (including brokerage fees
payable to CISFS on spot and
forward currency and precious
metals trading).

Certain large investors are
eligible to be charged the Special
Brokerage Fee Rate as described
under "Charges -- Brokerage Fee --
Special Brokerage Fee Rate."

CIS and CISFS Interest income earned CIS and CISFS will credit the
above amount credited Trust with interest on 100%
to the Trust, if any of the Trust's average daily
balances on deposit with CIS or
CISFS, as the case may be, during
each month at the average 91-day
Treasury bill rate for that month
in respect of deposits denominated
in dollars or at the applicable
rates in respect of deposits
denominated in currencies other
than dollars (which may be zero in
some cases). See "Use of Proceeds
-- Maintenance of Assets; Interest
Income." Interest income exceeding
the amount credited by CIS and
CISFS to the Trust's account will
be retained by CIS and CISFS,
respectively.

Third Parties Administrative expenses Actual; currently estimated to be
approximately 0.6% of the Trust's
average month-end Net Assets
annually, based on the $10,000,000
minimum Trust size.

JWH Management Fee 4% annually (or approximately
0.333% per month) of the Trust's
month-end assets after deduction of
a portion of the Brokerage Fee at a
1.25% annual rate (rather than 6.5%
annual rate); payable monthly.

JWH Incentive Fee 15% of any New Trading Profit,
I.E., the sum of (i) the net of any
profits and losses realized on all
trades closed out during a period,
(ii) the net of any unrealized
profits and losses on open
positions as of the end of such
period

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RECIPIENT NATURE OF PAYMENT AMOUNT OF PAYMENT
- --------- ----------------- -----------------

less the net of any unrealized
profits and losses on open
positions as of the end of the
immediately preceding period and
(iii) the cumulative trading loss
since the most recent period for
which an Incentive Fee was payable
(or, if no Incentive Fee has been
paid, $0) (the "High Water Mark"),
minus (iv) the Brokerage Fee at the
annual rate of 1.25% (rather than
6.5% annual rate) of the Trust's
month-end assets and the Management
Fee.

Trading Profit does not include
interest income.

Trading Profit will be calculated
on the basis of the overall
performance of the Trust, not the
performance of each Trading Program
considered individually.

BECAUSE THE INCENTIVE FEE WILL BE
CALCULATED ON THE BASIS OF ANY
TRADING PROFIT ACHIEVED BY THE
TRUST IN EXCESS OF THE HIGHEST
LEVEL OF CUMULATIVE TRADING PROFIT
ACHIEVED BY THE TRUST AS OF ANY
PREVIOUS CALENDAR QUARTER-END,
RATHER THAN ON THE BASIS OF
INCREASES IN THE NET ASSET VALUE
PER UNIT OVER THE HIGHEST NET ASSET
VALUE AS OF ANY PREVIOUS CALENDAR
QUARTER-END, THE INCENTIVE FEEs
PAID TO JWH MAY NOT REFLECT THE
INVESTMENT EXPERIENCE OF ANY
PARTICULAR UNITHOLDER. IN FACT,
JWH MAY BE PAID SUBSTANTIAL
INCENTIVE FEES (ALLOCATED EQUALLY
AMONG ALL OUTSTANDING UNITS) EVEN
THOUGH SOME UNITS HAVE DECLINED
SIGNIFICANTLY IN VALUE FROM THEIR
INITIAL PURCHASE PRICE.

AS INCENTIVE FEES ARE CALCULATED ON
THE BASIS OF QUARTER-END HIGHS IN
CUMULATIVE TRADING PROFIT,
SUBSTANTIAL INCENTIVE FEES MAY
(IRRESPECTIVE OF THE FACT THAT
UNITS ARE PURCHASED AT DIFFERENT
TIMES AND PRICES, AND MAY HAVE
MATERIALLY DIFFERENT INVESTMENT
EXPERIENCES DURING A YEAR) ACCRUE
IN A CALENDAR YEAR EVEN THOUGH THE
TRUST HAS AN OVERALL LOSS FOR SUCH
YEAR.

Third Parties Reimbursement of Actual payments to third parties;
delivery, insurance, not subject to estimate.
storage and any other
extraordinary charges;
taxes (if any)

------------------------

ORGANIZATIONAL AND INITIAL OFFERING COSTS

The Trust's organizational and initial offering costs, estimated at
approximately $500,000-$600,000, will be advanced by CISI and reimbursed,
without interest, to CISI by the Trust at the initial closing and the amount of
such organizational and initial offering cost reimbursement shall be amortized
over 60 months commencing with the end of the calendar month in which the
initial closing occurs (irrespective of whether such month is a full month). At
no month-end will the amount amortized by the Trust exceed 1/60 of 2% of the Net
Assets of the Trust as of such month-end. The amount amortized each month-end
shall be the lesser of (i) the product of (x) one divided by the number of
months remaining in the amortization period times (y) the unamortized balance of
the capitalized organizational and initial offering costs, or (ii) 1/60 of 2% of
Net Assets at that month-end. If (i) the Trust is terminated prior to the end
of such 60-month period, or (ii) the entire amount of the organizational and
initial offering costs reimbursed to CISI is not amortized at the

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end of the 60-month period due to the 2% limitation, CISI shall return to the
Trust, without interest, an amount equal to the unamortized balance of the
capitalized organizational and initial offering costs.

Organizational and initial offering costs (not including selling
commissions) are currently estimated as follows: printing -- $60,000; filing
fees -- $20,652; escrow fees -- $20,000; "Blue Sky" expenses -- $58,470;
accounting fees -- $20,000; counsel fees -- $290,000; sales literature --
$60,000; and miscellaneous -- $52,078; a total of $581,200.

BROKERAGE FEE

BROKERAGE FEE RATE

Commodity brokerage commissions are typically paid upon the completion or
liquidation of a trade and are referred to as "round-turn commissions," which
cover both the initial purchase (or sale) and the subsequent offsetting sale (or
purchase) of a commodity futures contract. The Trust will not pay commodity
brokerage commissions on a per-trade basis but rather will pay monthly flat-rate
Brokerage Fees at the annual rate of 6.5% (or a monthly rate of approximately
0.542%) of the Trust's month-end assets after deduction of the Management Fee.
CIS will receive such Brokerage Fee, irrespective of the number of trades
executed on the Trust's behalf.

SPECIAL BROKERAGE FEE RATE

All or a portion of the Units held by certain large investors are eligible
to be charged a lower Brokerage Fee rate as described below (such Unitholders
are referred to as "Eligible Unitholders"). A Unitholder who purchases at least
$5,000,000 of Units as of the initial closing date or any subsequent month-end
will effectively be charged the Brokerage Fee at the flat rate of 5% per annum
(or 0.417% per month) of the Trust's assets (after deduction of the Management
Fee) attributable to such Units (such reduced Brokerage Fee rate is referred to
as the "Special Brokerage Fee Rate"). So long as such Eligible Unitholder holds
Units of an aggregate issue price of at least $5,000,000 through each subsequent
month-end, the Eligible Unitholder will be eligible for the Special Brokerage
Fee Rate at each such month-end, regardless of the then aggregate Net Asset
Value of such Units. If, however, such Eligible Unitholder redeems any Units at
any month-end resulting in such Eligible Unitholder's holding Units of an
aggregate issue price of less than $5,000,000, then the Eligible Unitholder will
no longer be eligible for the Special Brokerage Fee Rate assessed for such
month, even if the aggregate Net Asset Value of the unredeemed Units exceeds
$5,000,000 at such month-end.

If investors acquire Units at more than one time, their Units will be
treated on a "first-in, first-out" basis for purposes of determining which of
their Units will be charged the Special Brokerage Fee Rate. An investor who
makes an incremental purchase of Units on a closing date that causes the
aggregate issue price of all of such investor's Units to equal at least
$5,000,000 will be charged the Special Brokerage Fee Rate with respect to such
incrementally purchased Units as of the next month-end but with respect to
earlier purchased Units only after such Units have been outstanding for at least
twelve full months. For example, if an investor makes an initial investment of
$3,000,000 as of March 31, 1997 ("Initial Purchase Date") and an incremental
investment of $3,000,000 as of September 30, 1997 ("Subsequent Purchase Date"),
such Eligible Unitholder will be eligible to be charged the Special Brokerage
Fee Rate (i) immediately with respect to Units acquired as of the Subsequent
Purchase Date and (ii) as of As of April 30, 1998 with respect to Units acquired
as of the Initial Purchase Date. If the Eligible Unitholder redeems Units of an
aggregate initial issue price of $1,000,000 as of January 31, 1998, the Eligible
Unitholder will be deemed to have redeemed Units issued on the Initial Purchase
Date and, therefore, will remain eligible to be charged the Special Brokerage
Fee Rate with respect to all $3,000,000 of Units acquired as of the Subsequent
Purchase Date and, commencing April 30, 1998, will be eligible to be charged the
Special Brokerage Fee Rate with respect to the Units of an aggregate initial
issue price of $2,000,000 acquired as of the Initial Purchase Date that remain
outstanding as of such date. If, however, the Eligible Unitholder redeems Units
of an aggregate initial issue price of $4,000,000 as of January 31, 1998, the
Eligible Unitholder will no longer be eligible to be charged the Special
Brokerage Fee Rate as of the redemption date on any of the investor's unredeemed
Units. Moreover, the Eligible Unitholder will be assessed the 3% early
redemption charge on the redeemed Units because they have been outstanding for
less than eleven full months. If the Eligible Unitholder redeems (for the first
time) Units of an aggregate initial issue price of $4,000,000 as of January 31,
1999, the Eligible Unitholder again will no longer be eligible to be charged the
Special Brokerage Fee Rate as of the redemption date on any of the investor's
unredeemed Units. However, in this case, the Eligible Unitholder will be
assessed the 3% early redemption charge only on Units of an aggregate initial
issue price of $1,000,000 -- as Units are also treated on a "first-in,
first-out" basis for purposes of assessing the 3% redemption charge, the
investor will not have to pay any redemption charge on Units of an aggregate
initial issue price of $3,000,000 because Units acquired as of the Initial
Purchase Date are considered to have been redeemed first.

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In order to maintain a uniform Net Asset Value per Unit, the Managing Owner
will determine the capital account with respect to each Unitholder as of the end
of each month as though every Unit outstanding were charged an allocable share
of the Brokerage Fee at the standard 6.5% annual rate. The Managing Owner will
then calculate the difference between allocable share of the Brokerage Fee at
the standard rate and at the Special Brokerage Fee Rate ("Brokerage Fee Excess")
for Units held by each Eligible Unitholder that are eligible for the Special
Brokerage Fee Rate and will invest such difference in additional Units to be
owned by the Eligible Unitholder (deemed to be issued as of such month-end) to
the extent Units are available for sale. To the extent Units are not available
to be purchased with the Brokerage Fee Excess as of such month-end, the
Brokerage Fee Excess will be distributed to the Eligible Unitholder in cash.
See "Federal Income Tax Aspects -- Cash Distributions and Redemptions of Units"
for federal income tax consequences of such distribution. Eligible Unitholders
that receive additional Units in respect of a Brokerage Fee Excess will bear a
proportionally greater share of the amortization of organizational and initial
offering expenses.

GENERAL

STATE SECURITIES ADMINISTRATORS REQUIRE THE MANAGING OWNER TO STATE THAT
THE BROKERAGE COMMISSIONS PAID BY THE TRUST WILL NOT BE INCREASED DURING ANY
PERIOD IN WHICH EARLY REDEMPTION CHARGES ARE IN EFFECT (WHICH PERIOD MIGHT WELL
REPRESENT THE ENTIRE LIFE OF THE TRUST, AS REDEMPTION CHARGES CONTINUE TO BE
PAYABLE, IN RESPECT OF THE UNITS MOST RECENTLY SOLD, UNTIL THE END OF THE
ELEVENTH FULL MONTH AFTER THEIR SALE).

CIS will pay from the Brokerage Fees received from the Trust all costs of
executing and clearing the Trust's trades, including NFA transaction fees
assessed on the Trust's trading on United States exchanges, exchange and
clearing fees (but not "give-up" charges), and brokerage fees charged by CISFS
on spot and forward contracts on currencies and precious metals. NFA
transaction fees currently equal $0.14 per round-turn trade of a futures
contract and $0.07 for each trade of a commodity option (a $0.07 fee is
charged upon the purchase, sale or exercise of an option; if an option is
exercised, an additional $0.14 fee will be payable upon the liquidation of the
futures position acquired upon such exercise; no fee is assessed upon the
expiration of an option).

In addition, CIS and CISFS receive and retain as part of their compensation
for providing brokerage services to the Trust the interest income earned on the
assets of the Trust on deposit with CIS which exceeds the amount of interest
credited by CIS and CISFS, respectively, to the Trust's account. See "Use of
Proceeds -- Maintenance of Assets; Interest Income."

Other brokerage firms may charge less for brokerage services similar to
those to be provided by CIS to the Trust. The round-turn equivalent of the
Trust's flat-rate Brokerage Fee will vary, perhaps materially, depending on the
frequency with which JWH places orders for the Trust. The frequency with which
JWH trades will, in turn, be materially affected by market conditions as well as
by the programs used from time to time for the Trust. However, as of the date
of this Prospectus, the Managing Owner estimates that, based on the recent
trading experience of JWH, the Trust's flat-rate Brokerage Fee should be the
equivalent to a round-turn brokerage commission of approximately $76.50 per
round-turn trade (including the Trust's spot and forward trades on a
futures-equivalent basis in the denominator used in calculating the per-trade
cost of the 6.5% annual Brokerage Fee). The Managing Owner will report, in the
annual reports it distributes to Unitholders, the approximate round-turn
equivalent rate paid by the Trust on its futures and spot and forward trading
during the previous year.

JWH may execute trades through brokers other than CIS, in which case the
trades will be given up to be cleared by CIS. Any additional costs involved in
such "away" executions will be paid by the Trust.

CIS will pay selling commissions and ongoing compensation from its own
funds to Selling Agents. See "-- Selling Commissions and Ongoing Compensation."

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ONGOING OFFERING COSTS

The Trust will pay all routine costs incurred in the ongoing offering of
the Units. Such costs include the costs of updating this Prospectus and
regulatory compliance, escrow fees and registration fees if additional Units are
registered. It is difficult to predict the amount of the ongoing offering costs
which will be incurred by the Trust as (i) the Managing Owner may suspend or
terminate the offering at any time, (ii) registration fees will vary depending
upon how many Units are sold, (iii) processing expenses are materially affected
by the amount of time and expenses necessary to complete all required regulatory
procedures (and there is no certainty, from one filing to the next, as to the
amount of time that will be required to obtain regulatory clearance), and (iv) a
variety of other factors. The Managing Owner believes that ongoing offering
costs could range from approximately $50,000 to approximately $250,000 or more
per year. However, the Managing Owner will absorb all such costs to the extent
that they exceed 0.5% of the Trust's average month-end Net Assets during any
fiscal year.

MANAGEMENT FEE

Each month, the Trust will pay JWH a Management Fee at the annual rate 4%
(or a monthly rate of approximately 0.333%) of the Trust's month-end assets
after deduction of a portion of the Brokerage Fee at the annual rate of 1.25%
(rather than 6.5%) of month-end Trust assets but before deduction of any
Management Fees, distributions, redemptions or Incentive Fee accrued or payable
as of the relevant month-end.

INCENTIVE FEE

CALCULATION OF THE INCENTIVE FEE

The Trust will pay to JWH an Incentive Fee equal to 15% of New Trading
Profit, I.E., the sum of (i) the net of any profits and losses realized on all
trades closed out during a period, (ii) the net of any unrealized profits and
losses on open positions as of the end of such period less the net of any
unrealized profits and losses on open positions as of the end of the immediately
preceding period and (iii) the cumulative trading loss since the most recent
period for which an Incentive Fee was payable (or, if no Incentive Fee has been
paid, $0) (the "High Water Mark"), minus (iv) the Brokerage Fee at the annual
rate of 1.25% (rather than 6.5% annual rate) of the Trust's month-end assets and
the Management Fee .

Trading Profit does not include any interest income. Incentive Fees will
accrue monthly but will be paid at the end of each calendar quarter. Accrued
but unpaid Incentive Fees will reduce (or, in the event that a previous accrual
is reversed, increase) the month-end Net Asset Value of Units.

The Incentive Fee is calculated based on the overall performance of the
Trust, not individually in respect of the performance of the individual programs
utilized by the Trust.

If Trust assets under JWH's management are reduced by redemptions,
distributions or reallocations at any month-end other than a calendar
quarter-end when New Trading Profit exists, the accrued Incentive Fee on the New
Trading Profit attributable to the amount so reduced ("Withdrawn Profits") shall
be deducted from the redemption proceeds, distributions or reallocations, as the
case may be and paid to JWH, and Withdrawn Profits shall not be included in New
Trading Profit for the calculation of Incentive Fee payable to JWH at the end of
that calendar quarter. In the event there is a cumulative loss when Units are
redeemed or assets are reduced due to distributions or reallocations, the amount
of such cumulative loss will be reduced as of the date of redemption in the same
proportion that the aggregate number of Units redeemed bears to the total number
of Units outstanding immediately prior to such redemption, distribution or
reallocation. The Incentive Fee (if any) allocable to Units redeemed on or
prior to the end of the first eleven full months after their issuance is not
affected by the 3% redemption charge from the redemption proceeds of such Units.

For example, assume that the Trust's Net Asset Value at the commencement of
trading on March 31, 1997 is $10,000,000. If at the end of the first month of
trading, Trading Profit recognized on both open and closed futures positions,
less the Management Fee and a portion of the Brokerage Fee at the annual rate of
1.25% (rather than 6.5%) of Trust assets, equalled $100,000, all of such Trading
Profit would constitute New Trading Profit. $100,000 of New Trading Profit
would result in a $15,000 Incentive Fee. Consequently, while no Incentive Fee
would be due from the Trust as a whole because such month-end was not a
quarter-end, Unitholders who redeemed their Units as of the end of the first
month of trading would receive redemption proceeds (prior to reduction for the
redemption charge then due) reflecting a Net Asset Value for the Trust of
approximately $10,085,000. Assume that by the end of the next month, subsequent
losses have reduced the initial $100,000 gain to a loss of $(80,000). A
cumulative trading loss of $(80,000)

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would exist (irrespective of the fact that $180,000 had been lost since the
previous month-end -- as opposed to quarter-end -- high). If Unitholders
thereupon withdrew 50% of their interest in the Trust, such trading loss would,
for purposes of future Incentive Fee calculations, itself be reduced by 50% to
$40,000. If, during the following month, Trading Profit recognized on both open
and closed positions equalled $100,000, New Trading Profit of $60,000 would be
accrued as of the end of such quarter, and JWH would be entitled to an Incentive
Fee equal to 15% of $60,000, or $9,000.

POSSIBLE MISALLOCATION OF THE INCENTIVE FEES AMONG INVESTORS

The Incentive Fee payable to JWH is calculated on the basis of the
cumulative Trading Profit (if any) achieved by the Trust over the High Water
Mark. However, cumulative Trading Profit may be generated even though the Net
Asset Value per Unit has declined, perhaps substantially, below the purchase
price of many outstanding Units, because Trading Profit is calculated on the
basis of the overall gains achieved by the Trust, irrespective of the number of
Units among which such gains are distributed. For example, if (i) 100,000 Units
are initially sold for $100 per Unit, (ii) the Trust incurs a $1,000,000 loss in
the first month of trading, (iii) an additional 100,000 Units are sold as of the
end of the first month at the current Net Asset Value per Unit of $90, and (iv)
the Trust recognizes a gain (after deduction of the Brokerage Fee at a 1.25%
annual rate and the Management Fee) of $1,500,000 through the end of the first
quarter of trading, an Incentive Fee would be payable to JWH in respect of the
$500,000 of cumulative Trading Profit recorded as of the end of such quarter
even though the Net Asset Value per Unit would be less than $100 (in fact,
$97.50 per Unit, prior to deduction of a $0.375 per Unit Incentive Fee). IT IS
POSSIBLE THAT CERTAIN UNITS WILL PAY SUBSTANTIAL INCENTIVE FEES DESPITE THE NET
ASSET VALUE PER UNIT HAVING DECLINED SIGNIFICANTLY BELOW THE PURCHASE PRICE OF
SUCH UNITS.

If Units are purchased during a calendar quarter at a Net Asset Value
reduced by an accrued Incentive Fee and subsequent losses during such quarter
result in reversals of such Incentive Fee accruals, such reversals will mitigate
the losses incurred by all Units, including the newly purchased Units, whereas
such reversals should properly be allocated entirely to the Units outstanding
when the new Units were purchased at a Net Asset Value already fully reduced by
the subsequently reversed Incentive Fee accruals.

ADMINISTRATIVE EXPENSES

The Trust will pay actual periodic legal, accounting, auditing, printing,
recording and filing fees, postage charges and Trustee's fees, which together
are currently estimated at approximately 0.6% of the Trust's average month-end
Net Assets annually, based on aggregate Trust assets of $10,000,000.

EXTRAORDINARY EXPENSES

The Trust will be required to pay any extraordinary charges (such as taxes)
incidental to its trading, including delivery, insurance and storage charges.
These charges and not susceptible to estimate. Extraordinary expenses, if any,
will not reduce Trading Profits for purposes of Incentive Fee calculations.

CISI WILL SEND EACH UNITHOLDER A MONTHLY STATEMENT WHICH WILL INCLUDE A
DESCRIPTION OF THE TRUST'S PERFORMANCE DURING THE PRIOR MONTH AND SET FORTH,
AMONG OTHER THINGS, THE BROKERAGE FEE, MANAGEMENT FEE, ORGANIZATIONAL AND
INITIAL OFFERING COST AMORTIZATION, ADMINISTRATIVE EXPENSES, ONGOING OFFERING
COSTS AND ANY EXTRAORDINARY EXPENSES PAID, AS WELL AS ANY INCENTIVE FEE
ALLOCATED WITH RESPECT TO SUCH MONTH.

CHARGES PAID BY OTHERS

The following costs relating to the sale of the Units and the operation of
the Trust will be paid by the entities indicated below.

BROKERAGE FEE FOR CURRENCY AND PRECIOUS METALS TRADING

CIS will pay CISFS, from CIS's own funds, brokerage fees on a per trade
basis and at a rate equal to a round-turn on a Chicago Mercantile Exchange's
International Monetary Market (IMM) equivalent basis for the Trust's trading of
spot and forward contracts on currencies and precious metals.

SELLING COMMISSIONS AND ONGOING COMPENSATION

CIS will pay the Selling Agents, from its own funds without reimbursement
by the Trust, up to 4% selling commissions due in respect of Units sold, up to
2.5% in respect of Units sold to Eligible Unitholders. Furthermore, CIS will
pay the Selling Agents ongoing compensation from its own funds without
reimbursement by the Trust -- up to 4% per annum of the average month-end Net
Asset Value per Unit for all Units which remain

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outstanding for longer than twelve months (up to 2.5% per annum in respect of
Units owned by Eligible Unitholders), beginning in the thirteenth month after
sale and continuing until redemption -- in respect of Units sold by eligible
Selling Agents. Selling Agents ineligible to receive ongoing compensation may
receive installment selling commissions which, when added to the initial selling
commission, may not exceed 9% of the initial subscription price of each Unit
sold by any such Selling Agent. Such ongoing compensation may be deemed to
constitute underwriting compensation. See "Federal Income Tax Aspects --
Syndication Expenses."

Wholesalers who introduce Additional Selling Agents to CIS will share the
selling commissions and ongoing compensation (or installment selling
commissions) with their respective Additional Selling Agents. Additional
Selling Agents who distribute Units through correspondents will also share the
selling commissions and ongoing compensation (or installment selling
commissions) with their respective correspondents. See "Plan of Distribution --
Selling Agents."

REDEMPTION CHARGES

Units redeemed on or prior to the end of the eleventh full month after such
Units are sold are subject to redemption charges of 3% of the Net Asset Value at
which they are redeemed. Such charges will be deducted from redemption proceeds
and paid to CIS. In the event that an investor acquires Units at more than one
time, such Units will be treated on a "first-in, first-out" basis for purposes
of determining whether redemption charges are applicable. For an example of
application of "first-in, first-out" treatment, see "Charges -- Brokerage Fee --
Special Brokerage Fee Rate."

Units sold during the Initial Offering Period are deemed to be sold, for
purposes of determining whether redemption charges are applicable, as of the
date that subscription funds are released from escrow (I.E., on the day the
Trust commences trading in the case of Units sold during the Initial Offering
Period and on the last day of a calendar month in the case of Units sold during
the Ongoing Offering Period) and not the date that investors' subscriptions are
accepted or the subscription funds deposited into escrow. See also
"Redemptions; Net Asset Value."

Redemptions will be made at a Net Asset Value per Unit reduced by any
accrued Incentive Fee allocable (equally to all outstanding Units) to Units when
redeemed. Any such accrued Incentive Fee will be paid to JWH.

BROKERAGE ARRANGEMENT

THE FUTURES BROKER

Cargill Investor Services, Inc., the Lead Selling Agent, is also the
Trust's Futures Broker. CIS will execute and clear the Trust's futures
transactions and provide other brokerage-related services. CIS is a Delaware
corporation. Its principal office is located at 233 South Wacker Drive, Suite
2300, Chicago, Illinois 60606. It has offices and affiliated offices at
numerous other locations in the United States as well as in England, France,
Switzerland, Australia and the Far East. The clients of CIS include commercial
and financial institutions that use the futures markets for risk management
purposes as well as private investors. CIS has more than 575 employees. CIS is
a wholly-owned, but separately managed, subsidiary of Cargill, Incorporated, a
privately-owned international merchant, warehouser, processor and transporter of
agricultural and other bulk commodities that was founded in 1865.

CIS is a clearing member of all of the principal futures exchanges in the
United States and is a clearing broker or has clearing relationships on all
major world futures exchanges. It is registered with the CFTC as a futures
commission merchant and is a member of NFA in such capacity. Certain employees
of CIS are members of U.S. futures exchanges and may serve on the governing
bodies and standing committees of those exchanges, their clearing houses and
NFA. In that capacity, these employees have a fiduciary duty to the exchanges
and would be required to act in the best interests of such exchanges, even if
that action might be adverse to the interests of the Trust.

Cargill, Incorporated owns and operates grain elevators and soybean
processing plants that are designated as regular warehouses for delivery of
certain physical commodities in satisfaction of futures contracts under the
rules of the Chicago Board of Trade and similar rules of other U.S. futures
exchanges. If the Trust makes or accepts delivery of grain or soybean products
pursuant to a futures contract, it is possible that, under exchange rules
governing settlement of the contract, the Trust may tender or receive negotiable
warehouse receipts issued by Cargill, Incorporated.

Cargill, Incorporated and its affiliates are substantial users of virtually
all futures contracts for hedging purposes. Such hedging transactions are
generally implemented by employees of Cargill, Incorporated and CIS generally
executes or clears those transactions. The volume of trading by Cargill,
Incorporated and its affiliates is likely to result in their competing with the
Trust for futures market positions. Thus, in certain instances, CIS may have
orders for trades from

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the Trust and from Cargill, Incorporated or its affiliates, and CIS might be
deemed to have a conflict of interest between the sequence in which such orders
will be transmitted to the trading floors of futures exchanges. In order to
assure impartial treatment for such orders, CIS has an operating policy of
transmitting orders to the trading floors in the sequence received regardless of
which entity has placed the order. The Trust might enter into trades in which
the other party is Cargill, Incorporated or one of its affiliates. It is
possible that the hedging and cash operations of Cargill, Incorporated or
trading by its affiliates may adversely affect the Trust. Records of such
trading will not be made available to Unitholders. It is possible that these
entities may compete for similar positions in the futures markets. No officers,
directors or employees of CIS or its affiliates will trade futures speculatively
for their own accounts.

In the ordinary course of its business, CIS is engaged in civil litigation
and subject to administrative proceedings which, in the aggregate, are not
expected to have a material effect upon its condition, financial or otherwise,
or the services it will render to the Trust.

The Trust and CIS will enter into a Customer Agreement that provides that,
for as long as the Trust maintains an account with CIS, CIS will execute trades
for the Trust upon instruction of JWH, and will receive monthly flat-rate
Brokerage Fees. The Customer Agreement has an initial term ending on the last
day of the twelfth full calendar month following commencement of trading by the
Trust and is terminable on 60 days' notice by either party. If for any reason
the Trust elects to terminate the Customer Agreement with CIS, no assurance may
be given that the Trust will be able to retain the brokerage services of another
futures broker at the same commission rate. In addition, under the Declaration
and Agreement of Trust, Unitholders owning more than 50% of the outstanding
Units may cause the Trust to terminate the Customer Agreement. CIS is
responsible for execution and clearance of futures contracts (and options, if
traded) as well as for certain administrative duties such as recordkeeping,
transmittal of confirmation statements and calculating equity balance and margin
requirements for the Trust's account. The agreement provides that CIS will not
be liable to the Trust except for bad faith or negligence.

The Trust's assets will be deposited with CIS in its capacity as the
Trust's Futures Broker. CIS credits monthly to the Trust's account interest on
substantially all of the Trust's average daily balances on deposit at CIS, as
described under "Use of Proceeds -- Maintenance of Assets; Interest Income."
CIS receives and retains any increment of interest earned on the assets of the
Trust in excess of the amount credited to the Trust's account.

THE FOREIGN CURRENCY BROKER

CIS Financial Services, Inc. will act as the Trust's counterparty in the
Trust's spot and forward contracts trades. CISFS is a Delaware corporation that
is a wholly-owned subsidiary of CIS Holdings, Inc. Under most normal
circumstances, CISFS will contact at least two counterparties for a quote on
each of the Trust's currency and precious metals trades. CISFS will enter a
spot or forward contract with the selected counterparty and will enter into a
back-to-back spot or forward contract with the Trust at the same price CISFS
buys from (or sells to) the selected counterparty.

REDEMPTIONS; NET ASSET VALUE

REDEMPTIONS

THE TRUST IS INTENDED AS A MEDIUM- TO LONG-TERM, "BUY AND HOLD" INVESTMENT.
THE TRUST'S OBJECTIVES ARE TO ACHIEVE SUBSTANTIAL CAPITAL APPRECIATION OVER
TIME. THE TRUST IS NOT INTENDED TO ACHIEVE, NOR TO ATTEMPT TO ACHIEVE,
SIGNIFICANT APPRECIATION OVER THE SHORT TERM.

A Unitholder may cause the Trust to redeem any or all of such Unitholder's
Units at Net Asset Value as of the close of business on the last business day of
any calendar month. Written redemption requests may be submitted to CISI or to
a redeeming Unitholder's Registered Representative but in either case must be
received by CISI on or before the 20th of a month (or, if the 20th is not a
business day, the next business day) to effect redemption as of such month-end.
A form of Request for Redemption is attached to the Subscription Agreement and
Power of Attorney as an Annex.

Redemption proceeds will generally be paid within ten business days after
the month-end of redemption, either directly to the redeeming Unitholder or to
the Unitholder's customer securities account as directed by the Unitholder.
However, in special circumstances, including, but not limited to, default or
delay in payments due to the Trust from banks or other persons, the Trust may,
in turn, delay payment to persons requesting redemption of Units of the
proportionate part of the redemption value of their Units equal to the
proportionate part of the Net Assets of the Trust represented by the sums that
are the subject of such default or delay. See "Section 12. Redemptions" in
Exhibit A -- Declaration and Agreement of Trust.

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A Unit which is redeemed at or prior to the end of the eleventh full month
after its sale will be assessed a redemption charge of 3% of the Net Asset Value
per Unit as of the date of redemption. In the case of Units sold during the
Initial Offering Period, the date of sale for purposes of determining whether
redemption charges apply will be the date subscription funds held in escrow are
released to the Trust and the Trust begins trading, not the date that investors
subscribe for Units, have their subscriptions accepted or have their customer
securities accounts debited into escrow in the amount of their subscriptions.
During the Ongoing Offering Period, Units are considered "sold" for purposes of
determining whether redemption charges apply as of the last day of the calendar
month as of which such Units are issued (not as orders for Units are submitted
or accepted). The redemption charge will be subtracted from the redemption
price of the Unit and paid to CIS. In the event that an investor acquires Units
at more than one time, such investor's Units will be treated on a "first-in,
first-out" basis for purposes of determining whether redemption charges apply.

Applicable state "Blue Sky" policies require that redemption charges not be
assessed on any Unitholder who redeems because the Trust's expenses have
increased.

The Managing Owner may declare additional redemption dates, including
Special Redemption Dates under certain circumstances . If as of the close of
business on any day the Net Asset Value of a Unit has decreased to less than 50%
of the Net Asset Value per Unit as of the previous month-end or to $50 or less,
after adding back all distributions, the Managing Owner shall liquidate all of
the Trust's open positions, suspend trading and within ten business days after
the suspension of trading declare a Special Redemption Date by notice to
Unitholders and otherwise in accordance with the Declaration of Trust.

Unitholders may not transfer or assign Units without providing prior
written notice to the Managing Owner. No assignee may become a substitute
Unitholder except with the consent of the Managing Owner.

NOTICES OF REDEMPTION ARE IRREVOCABLE ONCE SUBMITTED. THE NET ASSET VALUE
PER UNIT AS OF THE DATE OF REDEMPTION MAY DIFFER SUBSTANTIALLY FROM THE NET
ASSET VALUE PER UNIT AS OF THE DATE THAT IRREVOCABLE NOTICE OF REDEMPTION MUST
BE SUBMITTED.

UNITHOLDERS NEED NOT REDEEM ALL THEIR UNITS IN ORDER TO REDEEM ANY SUCH
UNITS, PROVIDED THAT AT LEAST $1,000 OF UNITS ARE REDEEMED AND THAT THE MINIMUM
INVESTMENT OF $1,000 IS MAINTAINED AFTER ANY PARTIAL REDEMPTION.

NET ASSET VALUE

The Net Assets of the Trust are its assets less its liabilities determined
in accordance with generally accepted accounting principles. The Net Asset
Value per Unit is the Net Assets of the Trust divided by the number of Units
outstanding.

A futures or option contract traded on a United States commodity exchange
will be valued at the settlement price on the date of valuation. If an open
position cannot be liquidated on the day with respect to which Net Assets are
being determined, the settlement price on the first subsequent day on which the
position can be liquidated shall be the basis for determining the liquidating
value of such position for such day, or such other value as the Managing Owner
may deem fair and reasonable. The liquidating value of a commodity futures or
option contract not traded on a United States commodity exchange shall mean its
liquidating value as determined by the Managing Owner on a basis consistently
applied for each different variety of contract. Accrued Incentive Fee
liabilities reduce Net Asset Value (subject, however, to possible whole or
partial reversal if the Trust incurs subsequent losses) even if such accrued
Incentive Fees may never, in fact, be finally paid to JWH.

Organizational and initial offering cost reimbursement will not reduce Net
Asset Value for any purpose, including calculating the redemption value of
Units; however, the amount of organizational and initial offering costs
amortized at each month-end during the amortization period will reduce Net Asset
Value as of each such month-end.

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THE TRUST AND THE TRUSTEE

THE FOLLOWING SUMMARY DESCRIBES IN BRIEF CERTAIN ASPECTS OF THE OPERATION
OF THE TRUST AND THE TRUSTEE'S AND MANAGING OWNER'S RESPECTIVE RESPONSIBILITIES
CONCERNING THE TRUST. PROSPECTIVE INVESTORS SHOULD CAREFULLY REVIEW THE
DECLARATION AND AGREEMENT OF TRUST ATTACHED HERETO AS EXHIBIT A AND CONSULT WITH
THEIR OWN ADVISERS CONCERNING THE IMPLICATIONS TO SUCH PROSPECTIVE SUBSCRIBERS
OF INVESTING IN A DELAWARE BUSINESS TRUST. THE SECTION REFERENCES BELOW ARE TO
SECTIONS IN THE DECLARATION AND AGREEMENT OF TRUST.

PRINCIPAL OFFICE; LOCATION OF RECORDS

The Trust is organized under the Delaware Business Trust Act. The Trust is
administered by the Managing Owner, whose office is located at 233 South Wacker
Drive, Suite 2300, Chicago, Illinois (telephone: (312) 460-4000). The records
of the Trust, including a list of the Unitholders and their addresses but
excluding detailed trading records of JWH, is located at the foregoing address,
and available for inspection and copying (upon payment of reasonable
reproduction costs) by Unitholders or their representatives during regular
business hours as provided in the Declaration and Agreement of Trust. (Section
10). There is a limitation to non-commercial purposes. Transfer agent services
will be provided by CIS at 233 South Wacker Drive, Suite 2300, Chicago, Illinois
at no additional cost to the Trust. The Managing Owner will maintain and
preserve the books and records of the Trust for a period of not less than six
years.

CERTAIN ASPECTS OF THE TRUST

THE TRUST IS THE FUNCTIONAL EQUIVALENT OF A LIMITED PARTNERSHIP;
PROSPECTIVE INVESTORS SHOULD NOT ANTICIPATE ANY LEGAL OR PRACTICAL PROTECTIONS
UNDER THE DELAWARE BUSINESS TRUST ACT GREATER THAN THOSE AVAILABLE TO LIMITED
PARTNERS OF A LIMITED PARTNERSHIP.

No special custody arrangements are applicable to the Trust which would not
be applicable to a limited partnership, and the existence of a trustee should
not be taken as an indication of any additional level of management or
supervision over the Trust. To the greatest extent permissible under Delaware
law, the Trustee acts in an entirely passive role, delegating all authority over
the operation of the Trust to the Managing Owner. The Managing Owner is the
functional equivalent of the general partner in a limited partnership.
(Sections 5(a), 9 and 19).

Although units of beneficial interest in a trust need not carry any voting
rights, the Declaration and Agreement of Trust gives Unitholders voting rights
comparable to those typically extended to limited partners in publicly-offered
futures funds. (Section 19).

The Delaware Business Trust Act under which the Trust is formed is filed as
an exhibit to the Registration Statement of which this Prospectus is a part.

THE TRUSTEE

Wilmington Trust Company, a Delaware banking corporation, is the sole
Trustee of the Trust. The Trustee's principal offices are located at Rodney
Square North, 1100 North Market Street, Wilmington, Delaware 19890-0001. The
Trustee is unaffiliated with either the Managing Owner or the Selling Agents.
The Trustee's duties and liabilities with respect to the offering of the Units
and the administration of the Trust are limited to its express obligations under
the Declaration and Agreement of Trust.

The rights and duties of the Trustee, the Managing Owner and the
Unitholders are governed by the provisions of the Delaware Business Trust Act
and by the Declaration and Agreement of Trust.

The Trustee serves as the Trust's sole trustee in the State of Delaware.
The Trustee will accept service of legal process on the Trust in the State of
Delaware and will make certain filings under the Delaware Business Trust Act.
The Trustee does not owe any other duties to the Trust, the Managing Owner or
the Unitholders. The Trustee is permitted to resign upon at least 60 days'
notice to the Trust, provided that any such resignation will not be effective
until a successor Trustee is appointed by the Managing Owner. The Declaration
and Agreement of Trust provides that the Trustee is compensated by the Trust,
and is indemnified by the Managing Owner against any expenses it incurs relating
to or arising out of the formation, operation or termination of the Trust or the
performance of its duties pursuant to the Declaration and Agreement of Trust,
except to the extent that such expenses result from the gross negligence or
willful misconduct of the Trustee. The Managing Owner has the discretion to
replace the Trustee.
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Only the Managing Owner has signed the Registration Statement of which this
Prospectus is a part, and only the assets of the Trust and the Managing Owner
are subject to issuer liability under the federal securities laws for the
information contained in this Prospectus and under federal and state laws with
respect to the issuance and sale of the Units. Under such laws, neither the
Trustee, either in its capacity as Trustee or in its individual capacity, nor
any director, officer or controlling person of the Trustee is, or has any
liability as, the issuer or a director, officer or controlling person of the
issuer of the Units. The Trustee's liability in connection with the issuance
and sale of the Units is limited solely to the express obligations of the
Trustee set forth in the Declaration and Agreement of Trust.

Under the Declaration and Agreement of Trust, the Trustee has delegated to
the Managing Owner the exclusive management and control of all aspects of the
business of the Trust. The Trustee has no duty or liability to supervise or
monitor the performance of the Managing Owner, nor shall the Trustee have any
liability for the acts or omissions of the Managing Owner. In addition, the
Managing Owner has been designated as the "tax matters partner" of the Trust for
purposes of the Internal Revenue Code of 1986, as amended (the "Code"). The
Unitholders have no voice in the operations of the Trust, other than certain
limited voting rights as set forth in the Declaration and Agreement of Trust.
In the course of its management, the Managing Owner may, in its sole and
absolute discretion, retain such persons (except where the Managing Owner has
been notified by the Unitholders that the Managing Owner is to be replaced as
the managing owner), including an affiliate or affiliates of the Managing Owner,
as the Managing Owner deems necessary for the efficient operation of the Trust.
(Sections 2 and 9).

Because the Trustee has delegated substantially all of its authority over
the operation of the Trust to the Managing Owner, the Trustee itself is not
registered in any capacity with the CFTC.

MANAGEMENT OF TRUST AFFAIRS; VOTING BY UNITHOLDERS

The Unitholders take no part in the management or control, and have no
voice in the operations of the Trust or its business. (Section 9(a)).
Unitholders may, however, remove and replace the Managing Owner as the managing
owner of the Trust, and may amend the Declaration and Agreement of Trust, except
in certain limited respects, by the affirmative vote of a majority of the
outstanding Units then owned by Unitholders (as opposed to by the Managing Owner
and its affiliates). The owners of a majority of the outstanding Units then
owned by Unitholders may also compel dissolution of the Trust. (Section 19(b)).
The owners of 10% of the outstanding Units then owned by Unitholders have the
right to bring a matter before a vote of the Unitholders. (Section 19(c)). The
Managing Owner has no power under the Declaration and Agreement of Trust to
restrict any of the Unitholders' voting rights. (Section 19(c)). Any Units
purchased by the Managing Owner or its affiliates, as well as the Managing
Owner's general liability interest in the Trust are non-voting. (Section 7).

The Managing Owner has the right unilaterally to amend the Declaration and
Agreement of Trust provided that any such amendment is for the benefit of and
not adverse to the Unitholders or the Trustee and also in certain unusual
circumstances -- for example, if doing so is necessary to effect the intent of
the Trust's tax allocations or to comply with certain regulatory requirements.
(Section 19(a)).

In the event that the Managing Owner or the Unitholders vote to amend the
Declaration and Agreement of Trust in any material respect, the amendment will
not become effective prior to all Unitholders having an opportunity to redeem
their Units. (Section 19(c)).

RECOGNITION OF THE TRUST IN CERTAIN STATES

A number of states do not have "business trust" statutes such as that under
which the Trust has been formed in the State of Delaware. It is possible,
although unlikely, that a court in such a state could hold that, due to the
absence of any statutory provision to the contrary in such jurisdiction, the
Unitholders, although entitled under Delaware law to the same limitation on
personal liability as stockholders in a private corporation for profit organized
under the laws of the State of Delaware, are not so entitled in such state. In
order to protect Unitholders against any loss of limited liability, the
Declaration and Agreement of Trust provides that no written obligation may be
undertaken by the Trust unless such obligation is explicitly limited so as not
to be enforceable against any Unitholder personally. Furthermore, the Trust
itself indemnifies all Unitholders against any liability which such Unitholders
might incur in addition to that of a limited partner. The Managing Owner is
generally liable for all obligations of the Trust and would use its assets to
satisfy any such liability before such liability would be enforced against any
Unitholder individually.
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POSSIBLE REPAYMENT OF DISTRIBUTIONS RECEIVED BY UNITHOLDERS; INDEMNIFICATION OF
THE TRUST BY UNITHOLDERS

The Units are limited liability investments; investors may not lose more
than the amount which they invest plus any profits recognized on their
investment. (Section 8(d)). However, Unitholders could be required, as a
matter of bankruptcy law, to return to the Trust's estate any distribution which
they received at a time when the Trust was in fact insolvent or in violation of
the Declaration and Agreement of Trust. In addition, although the Managing
Owner is not aware of this provision ever having been invoked in the case of any
public futures fund, Unitholders agree in the Declaration and Agreement of Trust
that they will indemnify the Trust for any harm suffered by it as a result of
(i) Unitholders' actions unrelated to the business of the Trust or
(ii) transfers of their Units in violation of the Declaration and Agreement of
Trust. (Section 18(c)).

TRANSFERS OF UNITS RESTRICTED

A Unitholder may, subject to compliance with applicable federal and state
securities laws, assign his or her Units upon notice to the Trust and the
Managing Owner. No assignment will be effective in respect of the Trust or
the Managing Owner until the first day of the month succeeding the month in
which such notice is received. No assignee may become a substituted
Unitholder except with the consent of the Managing Owner and upon execution
and delivery of an instrument of transfer in form and substance satisfactory
to the Managing Owner. (Section 11).

There will be no certificates for the Units. (Section 7(a)). Any
transfers of Units are reflected on the books and records of the Trust.
Transferors and transferees of Units will each receive notification from the
Managing Owner to the effect that such transfers have been duly reflected as
notified to the Managing Owner. (Section 11).

REPORTS TO UNITHOLDERS

Each month the Managing Owner will provide Unitholders with a current
monthly Account Statement relating to the Trust and report such other
information as the CFTC may require to be given to the participants in
"commodity pools" such as the Trust and any such other information as the
Managing Owner may deem appropriate. The Managing Owner will distribute to
Unitholders, within 90 days after the close of each fiscal year, Annual
Report containing financial statements certified by an independent public
accountant and, within 90 days after the close of each fiscal year (but in no
event later than March 15 of each year), the tax information related to the
Trust necessary for the preparation of their annual federal income tax
returns. (Section 10).

The Managing Owner will notify Unitholders within seven business days of
any decline in the Net Asset Value per Unit to less than 50% of such Net Asset
Value as of the previous month-end valuation date. In addition, the Managing
Owner will notify Unitholders of any change in the fees paid by the Trust or of
any material changes in the basic investment policies or structure of the Trust.
Any such notifications shall include a description of Unitholders' voting
rights. The cost of any such notifications to Unitholders will be paid by the
Trust. (Section 10).

GENERAL

In compliance with the Blue Sky Guidelines of the NASAA, the Declaration
and Agreement of Trust provides that: (i) the executing and clearing
commissions paid by the Trust shall be competitive (Section 9(d)), and the
Managing Owner shall include in the annual reports containing the Trust's
certified financial statements distributed to Unitholders each year the
approximate round-turn equivalent rate paid on the Trust's trades during the
preceding year (Section 10); (ii) no rebates or give-ups, among other things,
may be received from the Trust by any of the Selling Agents, and such
restriction may not be circumvented by any reciprocal business arrangements
among any Selling Agents or any of their respective affiliates and the Trust
(Section 9(d)); (iii) no person who shares or participates in any brokerage
commissions paid by the Trust may receive directly or indirectly, among others
things, advisory or management fees, or profit shares (Section 9(d)); (iv) any
agreements between the Trust and the Managing Owner or any of its affiliates
must be terminable by the Trust without penalty upon no more than 60 days'
written notice (Section 9(e)); (v) the Trust may make no loans, and the funds of
the Trust will not be commingled with the funds of any other person (deposit of
Trust assets with a commodity broker, clearinghouse or currency dealer does not
constitute commingling for these purposes) (Section 9(b)); and (vi) the Trust
will not employ the trading technique commonly known as "pyramiding." (Section
9(f)).

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CONFLICTS OF INTEREST

GENERAL

THE MANAGING OWNER HAS NOT ESTABLISHED ANY FORMAL PROCEDURES TO RESOLVE THE
CONFLICTS OF INTEREST DESCRIBED BELOW. PROSPECTIVE INVESTORS SHOULD BE AWARE
THAT NO SUCH PROCEDURES HAVE BEEN ESTABLISHED, AND THAT, CONSEQUENTLY, INVESTORS
WILL BE DEPENDENT ON THE GOOD FAITH OF THE RESPECTIVE PARTIES SUBJECT TO SUCH
CONFLICTS TO RESOLVE SUCH CONFLICTS EQUITABLY. ALTHOUGH THE MANAGING OWNER WILL
ATTEMPT TO MONITOR AND RESOLVE THESE CONFLICTS IN GOOD FAITH, IT WILL BE
EXTREMELY DIFFICULT, IF NOT IMPOSSIBLE, FOR THE MANAGING OWNER TO ENSURE THAT
THESE CONFLICTS WILL NOT, IN FACT, RESULT IN ADVERSE CONSEQUENCES TO THE TRUST.

PROSPECTIVE INVESTORS SHOULD BE AWARE THAT THE MANAGING OWNER INTENDS TO
ASSERT THAT UNITHOLDERS HAVE, BY SUBSCRIBING TO THE TRUST, CONSENTED TO THE
FOLLOWING CONFLICTS OF INTEREST IN THE EVENT OF ANY PROCEEDING ALLEGING THAT
SUCH CONFLICTS VIOLATED ANY DUTY OWED BY THE MANAGING OWNER TO INVESTORS.

RELATIONSHIP OF THE MANAGING OWNER, THE FUTURES BROKER AND THE FOREIGN CURRENCY
BROKER

The Managing Owner is an affiliate of both the Futures Broker and the
Foreign Currency Broker of the Trust. The Managing Owner will, directly or
indirectly, benefit financially from the fact that CIS and CISFS will receive
compensation from the Trust on an ongoing basis in the form of Brokerage Fees.
The affiliation between the Managing Owner and the Futures Broker and the
Foreign Currency Broker creates a conflict of interest between the Managing
Owner's duty to perform certain services for the Unitholders in their best
interests and the Managing Owner's interest in its affiliates continuing to
receive ongoing compensation which is dependent on continued participation in
the Trust by such Unitholders. The Managing Owner does not intend to negotiate
with any other brokerage firms for brokerage services for the Trust so long as
the brokerage agreements with CIS and CISFS are in effect.

The responsibilities of the Managing Owner include selecting brokers to act
on behalf of the Trust and obtaining appropriate commission rates for the Trust.
CIS and CISFS act as the futures broker and foreign currency and cash bullion
broker, respectively, for the Trust. In such capacities, they receive brokerage
fees for commodity and foreign currency and cash bullion transactions effected
by the Trust. CISI has a conflict of interest between its duty to select
futures and foreign currency and cash bullion brokers for the Trust in the best
interests of the Trust and Unitholders and its disinclination to replace CIS and
CISFS as the Trust's futures broker and foreign currency and cash bullion
broker.

CIS may charge other customers, including other commodity accounts,
brokerage commissions at rates which are higher or lower than those to be paid
by the Trust. Taking into consideration the services to be provided to the
Trust by CIS and CISFS, the Managing Owner believes that the brokerage fee
arrangements are fair to the Trust. Accordingly, the Managing Owner does not
intend to seek lower commission rates for the Trust. The Managing Owner will
seek to assure that the Trust's brokerage charges are within the range of those
generally charged to public commodity funds of comparable size and structure in
view of the nature and quality of the brokerage services to be rendered.

CIS may receive more brokerage fee revenue from the Trust if no
distributions are made to the Unitholders since such fees are based on the
Trust's assets. All decisions as to distributions will be made by the Managing
Owner; the Managing Owner has no current intentions to declare distributions to
Unitholders. The Managing Owner may, therefore, have a conflict of interest
between its obligation to make decisions about distributions in the best
interests of the Trust and its Unitholders and its interest in maximizing the
assets of the Trust which are available for the generation of Brokerage Fee
payable to its affiliate.

The Trust receives interest on substantially all of its average daily
assets on deposit at CIS each month at a rate of interest equal to the average
91-day Treasury bill rate for that month in respect of deposits denominated in
dollars and at the applicable rates in respect of deposits denominated in
currencies other than dollars (which may be zero in certain cases) as described
in "Use of Proceeds -- Maintenance of Assets; Interest Income." CIS and CISFS
receive and retain any interest earned on the assets of the Trust in excess of
the amount paid to the Trust. Since CIS and CISFS are affiliated with CISI,
CISI's conflict of interest (described immediately above) between making
decisions related to distributions in the best interests of the Trust and its
Unitholders extends to its interest in maintaining the Trust's assets at higher
levels and minimizing the amounts of distributions in order also to maximize the
amount of interest income generated by assets of the Trust and payable to CIS
and CISFS.

In addition, since the Trust does not pay Brokerage Fees on a per trade
basis, CISI may have a conflict between its obligation to choose the best
trading advisor for the Trust and its interest in selecting a trading advisor
with low trading "velocity" thereby enabling CIS to realize cost savings.

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OTHER COMMODITY POOLS AND ACCOUNTS

CIS currently acts as commodity broker for commodity pools other than the
Trust, including one private and two other public commodity pools of which
CISI is a co-general partner. The Managing Owner may in the future establish
and operate additional commodity pools, either jointly or individually, which
may vary in structure and in compensation arrangements from the Trust. CISFS
trades spot and forward contracts on currencies and precious metals for
accounts other than the Trust's. CIS, CISFS and the Managing Owner will not
knowingly or deliberately favor any such commodity pool or account over the
Trust with respect to the execution of commodity trades or spot and forward
trades. In addition, JWH and its affiliates operate commodity pools and will
manage accounts other than the Trust's, including commodity pools and
proprietary accounts. (However, employees and principals of JWH, other than
Mr. John W. Henry, are not permitted to trade on a discretionary basis in
futures, options on futures or forward contracts. In the course of trading
their own accounts, JWH and Mr. Henry may take positions in their own
accounts which are the same or opposite from client positions due to testing
a new quantitative model or program, a neutral allocation system, and/or
trading pursuant to individual discretionary methods, and on occasion such
orders may receive better fills than client accounts. Records for these
accounts will not be made available to clients. See "John W. Henry &
Company, Inc. -- Legal and Ethical Concerns." JWH has represented to the
Trust that it will treat the Trust equitably and will not knowingly or
deliberately favor on an overall basis any other client over the Trust with
respect to advice relating to commodity interest transactions.

COMMODITY TRANSACTIONS OF AFFILIATES AND CUSTOMERS OF THE FUTURES BROKER

Corporate affiliates of CIS, including Cargill, Incorporated, the parent
company of CIS, and their affiliates, trade in commodity interests from time to
time for their own accounts. In addition, CIS is a substantial futures
commission merchant handling transactions in commodities and commodity futures
contracts for a large number of customers, including commodity pools, other than
the Trust. CIS may effect transactions for the accounts of the Trust in which
other parties to the transaction may be affiliates, or other commodity pools
operated by affiliates, of CIS. In addition, it is likely that the volume of
trading by such other parties will result in the Trust competing with such other
parties from time to time in bidding on similar purchases or sales of
commodities and commodity futures contracts. Transactions for such other
parties might be effected when similar trades for the Trust are not executed or
are executed at less favorable prices. The operating policies of CIS require
that orders be transmitted to the trading floor of the commodity exchanges in
the sequence received, regardless of customer size or identity. Unitholders
will not be permitted to inspect the trading records of CIS in light of the
proprietary and confidential nature of such trading records.

OTHER ACTIVITIES OF CIS, THE MANAGING OWNER, JWH AND THEIR OFFICERS AND
EMPLOYEES

CIS makes, on a daily basis, both fundamental and technical information
available to its account executives and certain customers. However, CIS, its
employees and its affiliates will perform no advisory services for the Trust.
Since the Trust will be advised by JWH, which is not affiliated with CIS, the
Trust may take positions similar to or opposite to the commodity research
recommendations of CIS. Certain of the officers and employees of CIS may be
members of various exchanges and may from time to time serve on the governing
bodies and standing committees of such exchanges and their clearing houses. In
addition, certain of the officers and employees of JWH, CIS and the Managing
Owner may also be members of the committees of NFA. In such capacities these
individuals have a fiduciary duty to the exchanges or organizations in which
they serve and they are required to act in the best interests of such exchanges
or organizations, even if such actions were to be adverse to the interest of the
Trust. In addition, principals of such firms may devote portions of their time
to other business activities unrelated to the business of those firms.

THE SELLING AGENTS

The Selling Agents may receive substantial selling commissions on the sale
of Units. Consequently, the Selling Agents have a conflict of interest in
advising the clients whether to invest in the Units.

The Selling Agents may receive, beginning in the thirteenth month after
each month-end sale of Units, ongoing compensation based on the Net Asset Value
of Units sold by them which remain outstanding. Consequently, in advising
clients whether to redeem their Units the Selling Agents will have a conflict of
interest between their interest in maximizing the compensation which they will
receive from the Trust and giving their clients the financial advice which the
Selling Agents believe to be in such clients' best interests. The same conflict
of interest extends to the Wholesalers and correspondents who distribute Units.

INDEMNIFICATION AND STANDARD OF LIABILITY

The Managing Owner and certain of its affiliates, officers, directors and
controlling persons may not be liable to the Trust or any Unitholder for errors
in judgment or other acts or omissions not amounting to misconduct or
negligence, as a consequence of the indemnification and exculpatory provisions
described in the following paragraph. Purchasers of Units may have more limited
rights of action than they would absent such provisions.

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The Managing Owner and its affiliates shall not have any liability to the
Trust or to any Unitholder for any loss suffered by the Trust which arises out
of any action or inaction of the Managing Owner or any such affiliate if the
Managing Owner or its affiliates, in good faith, determined that such course of
conduct was in the best interests of the Trust, and such course of conduct did
not constitute negligence or misconduct. The Trust has agreed to indemnify the
Managing Owner and its affiliates, officers, directors and controlling persons
against claims, losses or liabilities based on their conduct relating to the
Trust, provided that the conduct resulting in the claims, losses or liabilities
for which indemnity is sought did not constitute negligence, misconduct or
breach of any fiduciary obligation to the Trust and was done in good faith and
in a manner the Managing Owner, in good faith, determined to be in the best
interests of the Trust. Affiliates of the Managing Owner are entitled to
indemnity only for losses resulting from claims against such affiliates due
solely to their relationship with the Managing Owner or for losses incurred by
such affiliates in performing the duties of the Managing Owner.

The Managing Owner, not the Trust, has agreed to indemnify the Selling
Agents, Wholesalers and correspondents against claims, losses or liabilities
arising out of the Managing Owner's breach of any representation or warranty
contained in the Selling Agreement, or out of any untrue statement of material
fact or omission to state a material fact in this Prospectus or any related
promotional material.

The Declaration and Agreement of Trust provides that the Managing Owner,
its affiliates, the Selling Agents, Wholesalers and correspondents shall not be
indemnified for any losses, liabilities or expenses arising from or out of an
alleged violation of federal or state securities laws unless (1) there has been
a successful adjudication on the merits of each count involving alleged
securities law violations as to the particular indemnitee and the court approves
indemnification of the litigation costs, or (2) such claims have been dismissed
with prejudice on the merits by a court of competent jurisdiction as to the
particular indemnitee and the court approves indemnification of the litigation
costs, or (3) a court of competent jurisdiction approves a settlement of the
claims against a particular indemnitee and finds that indemnification of the
settlement and related costs should be made.

The Declaration and Agreement of Trust also provides that in any claim for
indemnification for federal or state securities law violations, the party
seeking indemnification is required to place before the court the position of
the SEC and various state regulatory authorities that indemnification for
securities law violations is void as against public policy.

THE MANAGING OWNER MAY, DUE TO THE EXCULPATORY AND INDEMNITY PROVISIONS OF
THE DECLARATION AND AGREEMENT OF TRUST, HAVE MORE FLEXIBILITY THAN THE MANAGING
OWNER OTHERWISE WOULD TO RESOLVE THE FOREGOING CONFLICTS OF INTEREST IN A MANNER
MORE FAVORABLE TO THE MANAGING OWNER THAN TO THE TRUST.

FEDERAL INCOME TAX ASPECTS

IN THE OPINION OF SIDLEY & AUSTIN, THE FOLLOWING SUMMARY CORRECTLY
DESCRIBES THE MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES, AS OF THE
DATE HEREOF, TO A UNITED STATES INDIVIDUAL TAXPAYER WHO INVESTS IN THE TRUST.
THE OPINION OF SIDLEY & AUSTIN IS BASED, IN CERTAIN CASES, ON THE DESCRIPTION OF
THE PROPOSED OPERATION OF THE TRUST CONTAINED IN THIS PROSPECTUS AND, IN CERTAIN
CASES, IS SUBJECT TO THE UNCERTAINTIES DESCRIBED BELOW.

THE TRUST'S TAX STATUS

In the opinion of Sidley & Austin, the Trust will be classified as a
partnership for federal income tax purposes. Consequently, the Unitholders
individually, not the Trust itself, are subject to tax.

The Managing Owner believes that all of the income expected to be generated
by the Trust will constitute "qualifying income" and has so advised Sidley &
Austin. As a result, in the opinion of Sidley & Austin, the Trust will not be
subject to tax as a corporation under the provisions applicable to
"publicly-traded partnerships."

If the Trust were not treated as a partnership or if the Trust were subject
to tax as a "publicly-traded partnership," the Trust as an entity would be
subject to tax at the same tax rates applicable to corporations, distributions
to Unitholders would be taxable to them as dividends to the extent of the
current and accumulated earnings and profits of the Trust, and Unitholders would
not be entitled to report their share of any deductions or loss of the Trust on
their federal income tax returns.

The remainder of this summary assumes that the Trust will be treated as a
partnership and not as a "publicly-traded partnership."

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TAXATION OF UNITHOLDERS ON PROFITS AND LOSSES OF THE TRUST

The Trust, as an entity, is not subject to federal income tax in the
opinion of Sidley & Austin as described above. Consequently, with the exception
of Unitholders who are not citizens or residents of the United States, each
Unitholder is required for federal income tax purposes to take into account, in
his or her taxable year with which or within which a taxable year of the Trust
ends, his or her allocable share of all items of the Trust's income, gain
(including unrealized gain from open futures and forward contracts and options
"marked-to-market"), loss, deduction and other items for such taxable year of
the Trust. A Unitholder must take such items into account even if the Trust
does not make any distributions of cash or other property to such Unitholder.

A Unitholder's share of such items for federal income tax purposes
generally is determined by the allocations made pursuant to the Declaration and
Agreement of Trust unless such items so allocated do not have "substantial
economic effect" or are not in accordance with the Unitholders' interests in the
Trust. Under the Declaration and Agreement of Trust, allocations are generally
made in proportion to Unitholders' capital accounts (each Unit sharing equally
in the Net Assets of the Trust), and therefore such allocations should have
substantial economic effect. However, in cases in which a Unitholder redeems
part or all of his or her interest in the Trust, the allocations of capital gain
or loss specified in the Declaration and Agreement of Trust are not in
proportion to capital accounts. Because such allocations are consistent with
the economic effect of the Declaration and Agreement of Trust that bases the
amount to be paid to a redeeming Unitholder upon his or her share of the
realized and unrealized gains and losses at the time his or her Units are
redeemed, the Managing Owner intends to file the Trust's tax return based upon
the allocations specified in the Declaration and Agreement of Trust. In the
opinion of Sidley & Austin, the foregoing allocations should be upheld if
audited. Nevertheless, it is not certain that the IRS would agree that such
allocations have substantial economic effect or are determined in accordance
with the Unitholders' interests in the Trust. If such tax allocations were
challenged and not sustained, some or all of a redeeming Unitholder's capital
gain or loss could be converted from short-term to long-term and each remaining
Unitholder's share of the capital gain or loss that is the subject of such
allocations would be increased (solely for tax purposes).

LIMITATIONS ON DEDUCTIBILITY OF TRUST LOSSES BY UNITHOLDERS

The amount of any loss (including capital loss) incurred by the Trust that
a Unitholder is entitled to include in his or her personal income tax return is
limited to his or her tax basis for his or her interest in the Trust as of the
end of the Trust's taxable year in which such loss occurred. Generally, a
Unitholder's tax basis for his or her interest in the Trust is the amount paid
for such interest reduced (but not below zero) by his or her share of any
distributions by the Trust, losses realized and expenses and increased by his or
her share of the Trust's realized income, including gains.

Similarly, a Unitholder that is subject to the "at risk" limitations
(generally, non-corporate taxpayers and closely-held corporations) may not
deduct losses of the Trust (including capital losses) to the extent that they
exceed the amount he or she has "at risk" with respect to his or her interest in
the Trust at the end of the year. The amount that a Unitholder has at risk will
generally be the same as his or her adjusted basis as described above, except
that it will not include any amount that he or she has borrowed on a nonrecourse
basis or from a person who has an interest in the Trust or a person related to
such person.

Losses denied under the basis or at risk limitations are suspended and may
be deducted in subsequent years, subject to these and other applicable
limitations.

Because of the limitations imposed upon the deductibility of capital losses
(see "-- Tax on Capital Gains and Losses" below), a Unitholder's distributive
share of any capital losses of the Trust will not materially reduce the federal
income tax payable on his or her ordinary income (including his or her allocable
share of the Trust's interest income).

TREATMENT OF INCOME AND LOSS UNDER THE "PASSIVE ACTIVITY LOSS RULES"

The Code contains rules (the "Passive Activity Loss Rules") designed to
prevent the deduction of losses from "passive activities" against income not
derived from such activities, including income from investment activities not
constituting a trade or business, such as interest and dividends ("Portfolio
Income"), and salary. The trading activities of the Trust will not constitute a
"passive activity," with the result that income derived from such activities
will constitute Portfolio Income or other income not from a passive activity.
Thus, losses resulting from a Unitholder's "passive activities" cannot be offset
against such income, and net losses from the Trust's operations will be
deductible in computing the taxable income of such Unitholder (subject to other
limitations on the deductibility of such losses, in particular the annual
limitation applicable to non-corporate investors that no more than $3,000 of
capital losses can be deducted against ordinary income).

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CASH DISTRIBUTIONS AND REDEMPTIONS OF UNITS

Cash received from the Trust by a Unitholder as a distribution with respect
to his or her Units (including distributions of any Brokerage Fee Excess) or in
redemption of less than all of his or her Units generally is not reportable as
taxable income by such Unitholder, except as described below. Rather, such
distribution or redemption reduces (but not below zero) the total tax basis of
all of the Units held by the Unitholder after the distribution or redemption.
Any cash distribution in excess of a Unitholder's adjusted tax basis for all of
his or her Units is taxable to him or her as gain from the sale or exchange of
such Units and, assuming that the Unitholder has held his or her Units for more
than one year, will be long-term capital gain.

Redemption for cash of the entire interest held by a Unitholder will result
in the recognition of gain or loss for federal income tax purposes. Such gain
or loss will be equal to the difference, if any, between the amount of the cash
distribution and the Unitholder's adjusted tax basis for his or her Units.
Assuming that the Unitholder has held his or her Units for more than one year,
any gain or loss on their redemption will be long-term capital gain or loss.

GAIN OR LOSS ON SECTION 1256 CONTRACTS

Under the "mark-to-market" system of taxing futures and futures options
contracts traded on United States exchanges and certain foreign currency forward
contracts ("Section 1256 Contracts"), any unrealized profit or loss on positions
in such Section 1256 Contracts which are open as of the end of a taxpayer's
fiscal year is treated as if such profit or loss had been realized for tax
purposes as of such time. If an open position on which profit or loss has been
realized as of the end of a fiscal year declines in value after such year-end
and before the position is in fact offset, a loss is recognized for tax purposes
at the end of the fiscal year in which the value declines (irrespective of the
fact that the taxpayer may actually have realized a gain on the position
considered from the time that such position was initiated). The converse is the
case with an open position on which a "mark-to-market" loss was recognized for
tax purposes as of the end of a fiscal year but which subsequently increases in
value prior to being offset. In general, 60% of the net gain or loss which is
generated as a result of the "mark-to-market" system is treated as long-term
capital gain or loss, and the remaining 40% of such net gain or loss is treated
as short-term capital gain or loss.

GAIN OR LOSS ON NON-SECTION 1256 CONTRACTS

Except as described below with respect to Section 988 transactions entered
into by a qualified fund, gain or loss with respect to contracts that are
non-Section 1256 Contracts will generally be taken into account for tax purposes
only when realized.

TAXATION OF FOREIGN CURRENCY TRANSACTIONS

Foreign currency transactions ("Section 988 transactions") include entering
into or acquiring any forward contract, futures contract or similar instrument
if the amount paid or received is denominated in terms of a nonfunctional
currency or determined by reference to the value of one or more nonfunctional
currencies. In general, foreign currency gain or loss on Section 988
transactions is characterized as ordinary income or loss except that gain or
loss on regulated futures contracts or non-equity options on foreign currencies
which are Section 1256 Contracts is characterized as capital gain or loss. If
the Trust is eligible, the Trust will make a qualified fund election. Pursuant
to such qualified fund election, gain or loss with respect to certain
Section 988 transactions, other than those described in Section 1256 which would
be taxed as described above under "-- Gain or Loss on Section 1256 Contracts,"
would be short-term capital gain or loss. In addition, all such transactions
would be subject to the "mark-to-market" rules (see "-- Gain or Loss on
Section 1256 Contracts," above). If the Trust so elects but fails to meet the
requirements of electing qualified fund status in a taxable year, (i) net loss
recognized by the Trust in such taxable year with respect to certain forward
contracts, futures contracts and options with respect to foreign currency trades
by the Trust will be characterized as a capital loss, and (ii) net gain
recognized by the Trust in such taxable year with respect to certain contracts
will be characterized as ordinary income.

TAX ON CAPITAL GAINS AND LOSSES

Net capital gains (I.E., the excess of net long-term capital gain over net
short-term capital loss) will be taxed for non-corporate taxpayers at a maximum
rate of 28% and for corporate taxpayers at the same rates as other income. See
"-- Limitation on Deductibility of Interest on Investment Indebtedness" below
(for a discussion of the reduction in the amount of a non-corporate taxpayer's
net capital gain for a taxable year to the extent such gain is taken into
account by such taxpayer as investment income). Capital losses are deductible
by non-corporate taxpayers only to the extent of

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capital gains for the taxable year plus $3,000. See "Risk Factor (30) --
Taxation of Interest Income Irrespective of Trading Losses."

If a non-corporate taxpayer incurs a net capital loss for a year, the
portion thereof, if any, which consists of a net loss on Section 1256 Contracts
may, at the election of the taxpayer, be carried back three years. Losses so
carried back may be deducted only against net capital gain for such year to the
extent that such gain includes gains on Section 1256 Contracts. Losses so
carried back will be deemed to consist of 60% long-term capital loss and 40%
short-term capital loss (see "-- Gain or Loss on Section 1256 Contracts" above).
To the extent that such losses are not used to offset gains on Section 1256
Contracts in a carryback year, they will carry forward indefinitely as losses on
Section 1256 Contracts in future years.

LIMITED DEDUCTION FOR CERTAIN EXPENSES

The Code provides that, for non-corporate taxpayers who itemize deductions
when computing taxable income, expenses of producing income, including
"investment advisory fees," are aggregated with unreimbursed employee business
expenses, other expenses of producing income and certain other deductions
(collectively, "Aggregate Investment Expenses"), and that the aggregate amount
of such expenses is deductible only to the extent that such amount exceeds 2% of
a non-corporate taxpayer's adjusted gross income (the "2% Floor"). In addition,
Aggregate Investment Expenses in excess of the 2% Floor, when combined with
certain of a taxpayer's other miscellaneous deductions, are subject to a
reduction equal to, generally, 3% of the taxpayer's adjusted gross income in
excess of a certain threshold amount (the "3% Phase Out"). Moreover, such
Aggregate Investment Expenses are miscellaneous itemized deductions which are
not deductible by a non-corporate taxpayer in calculating its alternative
minimum tax.

The Managing Owner intends to treat the ordinary expenses of the Trust as
ordinary business deductions not subject to the 2% Floor or the 3% Phase Out.
It is the standard practice in the managed futures industry to treat such
charges as not being subject to the 2% Floor or the 3% Phase Out, and the
Managing Owner will not treat any of such charges as being subject to such Floor
or Phase Out.

Based on the trading activities of the Trust, in the opinion of Sidley &
Austin, the Trust should be treated as engaged in the conduct of a trade or
business for federal income tax purposes, and, as a result, the ordinary and
necessary business expenses incurred by the Trust in conducting its commodity
futures trading business should not be subject to the 2% Floor or the 3%
Phase-Out.

Investors should be aware that an opinion of counsel is not binding on the
IRS or on any court and it is possible that the IRS could contend, or that a
court could decide, that the contemplated trading activities of the Trust do not
constitute a trade or business for federal income tax purposes. To the extent
the characterization of certain of the Trust's expenses as "investment advisory
fees" were to be sustained, each non-corporate Unitholder's PRO RATA share of
the amounts so characterized would be deductible only to the extent that such
non-corporate Unitholder's Aggregate Investment Expenses exceeded the 2% Floor
and, when combined with certain other itemized deductions, exceeded the 3%
Phase-Out. In addition, each non-corporate Unitholder's distributive share of
the Trust's income would be increased (solely for tax purposes) by such
Unitholder's PRO RATA share of the amounts so recharacterized. Any such
recharacterization could require Unitholders to pay additional taxes, interest
and penalties. (See "-- IRS Audits of the Trust and Its Unitholders.")

INTEREST INCOME

Interest received by the Trust, as well as on subscriptions while held in
escrow, will be taxed as ordinary income.

The trading by the Trust is expected to generate almost exclusively capital
gain or loss. Capital losses can be deducted against ordinary income, in the
case of non-corporate taxpayers, only to the extent of $3,000 per year.
Accordingly, the Trust could incur significant capital losses but an investor,
nevertheless, could be required to pay substantial taxes in respect of such
investor's allocable share of the Trust's interest income and other ordinary
income. See "Risk Factor (30) -- Taxation of Interest Income Irrespective of
Trading Losses."

SYNDICATION EXPENSES

Neither the Trust nor any Unitholder will be entitled to any deduction for
syndication expenses, nor can these expenses be amortized by the Trust or any
Unitholder, even though the payment of such expenses will reduce Net Asset
Value.

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All of the initial offering costs for which CISI is being reimbursed by the
Trust and the redemption charge of 3% of the Net Asset Value per Unit assessed
on Units redeemed at or prior to the end of the eleventh full month after
issuance constitute non-deductible, non-amortizable, syndication expenses. The
Trust will elect to amortize its organizational costs for tax purposes over a
60-month period. The amount of such costs which are permitted to be amortized
for tax purposes is expected to be de minimis.

The IRS could take the position that a portion of the Brokerage Fee paid to
CIS constitutes non-deductible syndication expenses.

LIMITATION ON DEDUCTIBILITY OF INTEREST ON INVESTMENT INDEBTEDNESS

Interest paid or accrued on indebtedness properly allocable to property
held for investment constitutes "investment interest." Interest expense
incurred by a Unitholder to acquire or carry his or her Units (as well as other
investments) will constitute "investment interest." Such interest is generally
deductible by non-corporate taxpayers only to the extent that it does not exceed
net investment income (that is, generally, the excess of (i) gross income from
interest, dividends, rents and royalties, which would include a Unitholder's
share of the Trust's interest income, and (ii) certain gains from the
disposition of investment property, over the expenses directly connected with
the production of such investment income). Any investment interest expense
disallowed as a deduction in a taxable year solely by reason of the above
limitation is treated as investment interest paid or accrued in the succeeding
taxable year. A non-corporate taxpayer's net capital gain from the disposition
of investment property is included in clause (ii) of the second preceding
sentence only to the extent such taxpayer elects to make a corresponding
reduction in the amount of net capital gain that is subject to tax at the
maximum 28% rate described above. (See "--Tax on Capital Gains and Losses"
above.)

TAXATION OF FOREIGN INVESTORS

A Unitholder who is a non-resident alien individual, foreign corporation,
foreign partnership, foreign trust or foreign estate (a "Foreign Unitholder")
generally is not subject to taxation by the United States on capital gains from
commodity trading, provided that such Foreign Unitholder (in the case of an
individual) does not spend more than 182 days in the United States during his or
her taxable year, and provided further, that such Foreign Unitholder is not
engaged in a trade or business within the United States during a taxable year to
which income, gain, or loss is treated as "effectively connected." An investment
in the Trust should not, by itself, cause a Foreign Unitholder to be engaged in
a trade or business within the United States for the foregoing purposes,
assuming that the trading activities of the Trust will be conducted as described
in this Prospectus. Pursuant to a "safe harbor" in the Code, an investment fund
which trades commodities for its own account should not be treated as engaged in
a trade or business within the United States provided that such investment fund
is not a dealer in commodities and that the commodities traded are of a kind
customarily dealt in on an organized commodity exchange. The Managing Owner has
advised Sidley & Austin of the contracts that the Trust will trade. Based on a
review of such contracts as of the date of this Prospectus, the Trust has been
advised by its counsel, Sidley & Austin, that such contracts should satisfy the
safe harbor. If the contracts traded by the Trust in the future were not
covered by the safe harbor, there is a risk that the Trust would be treated as
engaged in a trade or business within the United States. In the event that the
Trust were found to be engaged in a United States trade or business, a Foreign
Unitholder would be required to file a United States federal income tax return
for such year and pay tax at full United States rates. In the case of a Foreign
Unitholder which is a foreign corporation, an additional 30% "branch profits"
tax might be imposed. Furthermore, in such event the Trust would be required to
withhold taxes from the income or gain allocable to such a Unitholder under
Section 1446 of the Code.

A Foreign Unitholder is not subject to United States tax on certain
interest income, including income attributable to (i) original issue discount on
Treasury bills having a maturity of 183 days or less or (ii) commercial bank
deposits, provided, in either case, that such Foreign Unitholder is not engaged
in a trade or business within the United States during a taxable year.
Additionally, a Foreign Unitholder, not engaged in a trade or business within
the United States, is not subject to United States tax on interest income (other
than certain so-called "contingent interest") attributable to obligations issued
after July 18, 1984 that are in registered form if the Foreign Unitholder
provides the Trust with a Form W-8.

"UNRELATED BUSINESS TAXABLE INCOME"

Income earned by the Trust does not constitute "unrelated business taxable
income" under Section 511 of the Code to employee benefit plans and other
tax-exempt entities which purchase Units, provided that the Units purchased by
such plans and entities are not "debt-financed" and provided further that the
assets acquired by the Trust are not debt financed.

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IRS AUDITS OF THE TRUST AND ITS UNITHOLDERS

The tax treatment of Trust-related items is determined at the Trust level
rather than at the Unitholder level. CISI is the Trust's "tax matters partner"
with the authority to determine the Trust's responses to an audit, except that
CISI does not have the authority to settle tax controversies on behalf of any
Unitholder who files a statement with the IRS stating that CISI has no authority
to do so. The limitations period for assessment of deficiencies and claims for
refunds with respect to items related to the Trust is three years after the
Trust's return for the taxable year in question is filed, and CISI has the
authority to, and may, extend such period with respect to all Unitholders.

If an audit results in an adjustment, Unitholders may be required to pay
additional taxes, plus interest, and possibly tax penalties. There can be no
assurance that the Trust's or a Unitholder's tax return will not be audited by
the IRS or that no adjustments to such returns will be made as a result of such
an audit.

STATE AND OTHER TAXES

In addition to the federal income tax consequences described above, the
Trust and the Unitholders may be subject to various state and other taxes.
Certain of such taxes could, if applicable, have a significant effect on the
amount of tax payable in respect of an investment in the Trust. For example,
the Trust may be subject to a 1.5% Personal Property Replacement Tax in
Illinois. Such tax is imposed on the net income of the Trust allocable to
Illinois. Unitholders must consult their own advisers regarding the possible
applicability of state, local or municipal taxes to an investment in the Trust.

______________________

Except as otherwise set forth, the foregoing statements regarding the
federal income tax consequences to Unitholders of an investment in the Trust are
based upon the provisions of the Code as currently in effect and the existing
administrative and judicial interpretations thereunder. No assurance can be
given that administrative, judicial or legislative changes will not occur that
would make the foregoing statements incorrect.

THE FOREGOING DISCUSSION IS NOT INTENDED AS A SUBSTITUTE FOR CAREFUL TAX
PLANNING, PARTICULARLY SINCE CERTAIN OF THE INCOME TAX CONSEQUENCES OF AN
INVESTMENT IN THE TRUST MAY NOT BE THE SAME FOR ALL TAXPAYERS. ACCORDINGLY,
PROSPECTIVE INVESTORS ARE URGED TO CONSULT THEIR TAX ADVISERS WITH SPECIFIC
REFERENCE TO THEIR OWN TAX SITUATION UNDER FEDERAL LAW AND THE PROVISIONS OF
APPLICABLE STATE AND OTHER LAWS BEFORE DETERMINING WHETHER TO SUBSCRIBE FOR
UNITS.

PURCHASES BY EMPLOYEE BENEFIT PLANS

ALTHOUGH THERE CAN BE NO ASSURANCE THAT AN INVESTMENT IN THE TRUST, OR ANY
OTHER MANAGED FUTURES PRODUCT, WILL ACHIEVE THE INVESTMENT OBJECTIVES OF AN
EMPLOYEE BENEFIT PLAN, SUCH INVESTMENTS HAVE CERTAIN FEATURES WHICH MAY BE OF
INTEREST TO SUCH PLANS.

AS A MATTER OF POLICY, THE MANAGING OWNER LIMITS SUBSCRIPTIONS TO THE TRUST
FROM ANY EMPLOYEE BENEFIT PLAN TO NO MORE THAN 10% OF THE "LIQUID" NET ASSETS OF
SUCH PLAN AT THE TIME OF INVESTMENT (IRRESPECTIVE OF THE NET WORTH OF THE
BENEFICIARY OR BENEFICIARIES OF SUCH PLAN).

GENERAL

The following section sets forth certain consequences under the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), and the Code,
which a fiduciary of an "employee benefit plan" as defined in and subject to
ERISA or of a "plan" as defined in Section 4975 of the Code who has investment
discretion should consider before deciding to invest any of the plan's assets in
the Trust (such "employee benefit plans" and "plans" being referred to herein as
"Plans," and such fiduciaries with investment discretion being referred to
herein as "Plan Fiduciaries"). The following summary is not intended to be
complete, but only to address certain questions under ERISA and the Code which
are likely to be raised by the Plan Fiduciary's own counsel.

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In general, the terms "employee benefit plan" as defined in ERISA and
"plan" as defined in Section 4975 of the Code together refer to any plan or
account of various types which provide retirement benefits or welfare benefits
to an individual or to an employer's employees and their beneficiaries. Such
plans and accounts include, but are not limited to, corporate pension and profit
sharing plans, "simplified employee pension plans," KEOGH plans for
self-employed individuals (including partners), individual retirement accounts
described in Section 408 of the Code and medical benefit plans.

Each Plan Fiduciary must give appropriate consideration to the facts and
circumstances that are relevant to an investment in the Trust, including the
role that an investment in the Trust plays in the Plan's overall investment
portfolio. Each Plan Fiduciary, before deciding to invest in the Trust, must be
satisfied that investment in the Trust is prudent for the Plan, that the
investments of the Plan, including the investment in the Trust, are diversified
so as to minimize the risk of large losses and that an investment in the Trust
complies with the terms of the Plan and the related trust.

EACH PLAN FIDUCIARY CONSIDERING ACQUIRING UNITS MUST CONSULT
WITH ITS OWN LEGAL AND TAX ADVISERS BEFORE DOING SO. AN
INVESTMENT IN THE TRUST IS SPECULATIVE AND INVOLVES
A HIGH DEGREE OF RISK. THE TRUST IS NOT INTENDED
AS A COMPLETE INVESTMENT PROGRAM.

"PLAN ASSETS"

A regulation issued under ERISA (the "ERISA Regulation") contains rules for
determining when an investment by a Plan in an equity interest of an entity will
result in the underlying assets of the entity being assets of the Plan for
purposes of ERISA and Section 4975 of the Code (I.E., "plan assets"). Those
rules provide that assets of an entity will not be considered assets of a Plan
which purchases an equity interest in the entity if certain exceptions apply,
including an exception applicable if the equity interest purchased is a
"publicly-offered security" (the "Publicly-Offered Security Exception").

The Publicly-Offered Security Exception applies if the equity interest is a
security that is (1) "freely transferable," (2) part of a class of securities
that is "widely held" and (3) either (a) part of a class of securities
registered under Section 12(b) or 12(g) of the Securities Exchange Act of 1934,
or (b) sold to the Plan as part of a public offering pursuant to an effective
registration statement under the Securities Act of 1933 and the class of which
such security is a part is registered under the Securities Exchange Act of 1934
within 120 days (or such later time as may be allowed by the Securities and
Exchange Commission) after the end of the fiscal year of the issuer in which the
offering of such security occurred. The ERISA Regulation states that the
determination of whether a security is "freely transferable" is to be made based
on all relevant facts and circumstances. The ERISA Regulation specifies that,
in the case of a security that is part of an offering in which the minimum
investment is $10,000 or less, the following requirements, alone or in
combination, ordinarily will not affect a finding that the security is freely
transferable: (i) a requirement that no transfer or assignment of the security
or rights in respect thereof be made that would violate any federal or state
law; (ii) a requirement that no transfer or assignment be made without advance
written notice given to the entity that issued the security; and (iii) any
restriction on substitution of an assignee as "a limited partner of a
partnership, including a general partner consent requirement, provided that the
economic benefits of ownership of the assignor may be transferred or assigned
without regard to such restriction or consent" (other than compliance with any
of the foregoing restrictions). Under the ERISA Regulation, a class of
securities is "widely held" only if it is of a class of securities owned by 100
or more investors independent of the issuer and of each other. A class of
securities will not fail to be widely held solely because subsequent to the
initial offering the number of independent investors falls below 100 as a result
of events beyond the issuer's control.

The Managing Owner expects that the Publicly Offered Security Exception
will apply with respect to the Units. First, the Units are being sold only as
part of a public offering pursuant to an effective registration statement under
the Securities Act of 1933, and the Units will be timely registered under the
Securities Exchange Act of 1934. Second, it appears that the Units are freely
transferable because the minimum investment is not more than $5,000 and
Unitholders may assign their Units by giving written notice to the Managing
Owner, provided such assignment would not violate any federal or state
securities laws and would not adversely affect the tax status of the Trust. If
the Managing Owner withholds consent, a Unitholder may assign such Unitholder's
share of capital and profits and rights of redemption. As described in the
preceding paragraph, the ERISA Regulation provides that if a security is part of
an offering in which the minimum investment is $10,000 or less, a restriction on
substitution of a limited partner in a partnership, including a general partner
consent requirement, will not prevent a finding that the security is freely
transferable, provided that the economic benefit of ownership can be transferred
without such consent. Although this provision, read literally, applies only to
partnerships, the Managing Owner believes that because the determination as to
whether a security is freely transferable is based on the facts and
circumstances, the fact that the Units, which are issued by a trust rather than
a

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partnership, have an identical restriction should not affect a finding that the
Units are freely transferable. Third, the Managing Owner expects that
immediately after the initial offering, the Units will be owned by at least 100
investors independent of the Trust and of each other. Therefore, the underlying
assets of the Trust should not be considered to constitute assets of any Plan
which purchases Units.

INELIGIBLE PURCHASERS

Units may not be purchased with the assets of a Plan if the Managing Owner,
the Trustee, JWH, CIS, CISFS, any Selling Agent (including any wholesaler or
correspondent), any Futures Broker, The First National Bank of Chicago or any of
their respective affiliates or any of their respective agents or employees: (a)
has investment discretion with respect to the investment of such Plan assets;
(b) has authority or responsibility to give or regularly gives investment advice
with respect to such Plan assets, for a fee, and pursuant to an agreement or
understanding that such advice will serve as a primary basis for investment
decisions with respect to such Plan assets and that such advice will be based on
the particular investment needs of the Plan; or (c) is an employer maintaining
or contributing to such Plan. A party that is described in clause (a) or (b) of
the preceding sentence is a fiduciary under ERISA and the Code with respect to
the Plan, and any such purchase might result in a "prohibited transaction" under
ERISA and the Code.

Except as otherwise set forth, the foregoing statements regarding the
consequences under ERISA and the Code of an investment in the Trust are based on
the provisions of the Code and ERISA as currently in effect, and the existing
administrative and judicial interpretations thereunder. No assurance can be
given that administrative, judicial or legislative changes will not occur that
will not make the foregoing statements incorrect or incomplete.

ACCEPTANCE OF SUBSCRIPTIONS ON BEHALF OF PLANS IS IN NO RESPECT A
REPRESENTATION BY THE TRUST, CISI, JWH, CIS, CISFS, ANY SELLING AGENT OR ANY
OTHER PARTY THAT THIS INVESTMENT MEETS SOME OR ALL OF THE RELEVANT LEGAL
REQUIREMENTS WITH RESPECT TO INVESTMENTS BY ANY PARTICULAR PLAN OR THAT THIS
INVESTMENT IS APPROPRIATE FOR ANY PARTICULAR PLAN. THE PERSON WITH INVESTMENT
DISCRETION SHOULD CONSULT WITH HIS OR HER ATTORNEY AND FINANCIAL ADVISERS AS TO
THE PROPRIETY OF AN INVESTMENT IN THE TRUST IN LIGHT OF THE CIRCUMSTANCES OF THE
PARTICULAR PLAN AND CURRENT TAX LAW.

THE FUTURES AND FORWARD MARKETS

FUTURES AND FORWARD CONTRACTS

Commodity futures contracts in the United States are required to be made on
approved commodity exchanges and call for the future delivery of various
commodities at a specified time and place. These contractual obligations,
depending on whether one is a buyer or a seller, may be satisfied either by
taking or making physical delivery of an approved grade of the particular
commodity (or, in the case of some contracts, by cash settlement) or by making
an offsetting sale or purchase of an equivalent commodity futures contract on
the same exchange prior to the designated date of delivery.

Currencies and cash bullion and other precious metals may be purchased or
sold for future delivery through banks or dealers pursuant to what are commonly
referred to as "forward contracts." In such instances, the bank or dealer
generally acts as principal in the transaction and includes its anticipated
profit and the costs of the transaction in the prices it quotes for such
contract; such mark-ups are known as "bid-ask" spreads. Brokerage commissions
are typically not charged in forward trading. (The level of the Trust's
Brokerage Fee is, however, unaffected by the number of forward trades it
executes.)

EXCHANGE OF FUTURES FOR PHYSICALS ("EFP") TRANSACTIONS

Although futures contracts are normally entered into through competitive
bidding and offering on an exchange floor (or its electronic equivalent), most
U.S. exchanges allow futures contracts also to be established in a transaction
known as an exchange of futures for physicals ("EFP"). In an EFP transaction
where two parties engage in a cash sale of a commodity underlying a futures
contract, those same two parties are permitted to establish futures positions of
an equivalent quantity opposite to their cash transaction. For example, a
seller of a cash commodity would be permitted to establish a long futures
position of an equivalent quantity and the buyer of the cash commodity would be
permitted to establish a short futures position of the equivalent commodity. In
some futures markets, the cash transaction upon which the EFP is based can be
the reversal of a previously entered into but unsettled cash transaction. In
those markets, because
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the cash transaction is essentially "transitory," EFPs can serve as a means for
parties to enter into futures contracts at negotiated prices and at other than
during normal trading hours.

HEDGERS AND SPECULATORS

The two broad classifications of persons who trade in commodity futures are
"hedgers" and "speculators." Commercial interests that market or process
commodities use the futures markets to a significant extent for hedging.
Hedging is a protective procedure designed to minimize losses that may occur
because of price fluctuations, for example, between the time a merchandiser or
processor makes a contract to sell a raw or processed commodity and the time he
or she must perform the contract. The commodity markets enable the hedger to
shift the risk of price fluctuations to the speculator. The speculator, unlike
the hedger, generally expects neither to deliver nor receive the physical
commodity; rather, the speculator risks his or her capital with the hope of
making profits from price fluctuations in commodity futures contracts.
Speculators rarely take delivery of physical commodities but rather close out
their futures positions by entering into offsetting purchases or sales of
futures contracts.

COMMODITY EXCHANGES

Commodity exchanges provide centralized market facilities for trading in
futures contracts relating to specified commodities. Each of the commodity
exchanges in the United States has an associated "clearinghouse." Once trades
made between members of an exchange have been confirmed, the clearinghouse
becomes substituted for the clearing member acting on behalf of each buyer and
each seller of contracts traded on the exchange and in effect becomes the other
party to the trade. Thereafter, each clearing member firm party to the trade
looks only to the clearinghouse for performance. Clearinghouses do not deal
with customers, but only with member firms, and the guarantee of performance
under open positions provided by the clearinghouse does not run to customers.
If a customer's commodity broker becomes bankrupt or insolvent, or otherwise
defaults on such broker's obligations to such customer, the customer in question
may not receive all amounts owing to such customer in respect of his or her
trading, despite the clearinghouse fully discharging all of its obligations.

The Trust will trade on foreign commodity exchanges. Foreign commodity
exchanges differ in certain respects from their United States counterparts and
are not subject to regulation by any United States governmental agency.
Therefore, the protections afforded by such regulation will not be available to
the Trust in its trading on such exchanges. For example, in contrast to United
States exchanges, many foreign exchanges are "principals' markets," where trades
remain the liability of the traders involved and the exchange or clearinghouse
does not become substituted for any party. Certain foreign exchanges also have
no position limits, with each dealer, acting individually, establishing the size
of the positions it will permit traders to hold.

The Trust will engage, to a substantial extent, in transactions on foreign
exchanges, and in doing so will be subject to the risks of trading in
principals' markets as well as the risk of fluctuations in the exchange rates
between the currencies in which the contracts traded on such foreign exchanges
are denominated and United States dollars (as well as the possibility that
exchange controls could be imposed in the future).

SPECULATIVE POSITION AND DAILY LIMITS

The CFTC and the United States exchanges have established limits, referred
to as "speculative position limits," on the maximum net long or net short
position that any person (other than a hedger) may hold or control in futures
contracts or options on particular commodities. These limits may restrict JWH's
ability to acquire positions which it otherwise would acquire on behalf of the
Trust, particularly in certain non-financial commodities, such as energy, metals
and agriculture.

Most United States exchanges limit by regulations the maximum permissible
fluctuation in commodity futures contract prices during a single trading day.
These regulations specify what are commonly referred to as "daily limits".
Daily limits establish the maximum amount by which the price of a futures
contract may vary either up or down from the previous day's settlement price
at the end of the trading session. Because daily limits apply only on a
day-to-day basis, they do not limit ultimate losses, and may cause
illiquidity in certain markets which results in substantial losses to the
Trust which JWH is powerless to limit or prevent.

MARGIN

Margin represents a security deposit to assure futures traders' performance
under their open positions. When a position is established, "initial margin" is
deposited and at the close of each trading day "variation margin" is either

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credited or debited from a trader's account, representing the unrealized gain or
loss on open positions during the day. If "variation margin" payments cause a
trader's "initial margin" to fall below "maintenance margin" levels, a "margin
call" will be made requiring the trader to deposit additional margin or have his
or her position closed out.

FUTURES TRADING METHODS IN GENERAL

SYSTEMATIC AND DISCRETIONARY TRADING APPROACHES

Speculative futures strategies may generally be classified as either
systematic or discretionary.

A systematic trader will generally rely to some degree on judgmental
decisions concerning, for example, what markets to follow and commodities to
trade, when to liquidate a position in a contract which is about to expire and
how large a position to take in a particular commodity. However, although these
judgmental decisions may have a substantial effect on a systematic trading
advisor's performance, his or her primary reliance is on trading programs or
models which generate trading signals. The systems utilized to generate trading
signals are changed from time to time (although generally infrequently), but the
trading instructions generated by the systems being used are followed without
significant additional analysis or interpretation. Discretionary traders, on
the other hand, while they may utilize market charts, computer programs and
compilations of quantifiable fundamental information to assist them in making
trading decisions, make such decisions on the basis of their own judgment and
"trading instinct," not on the basis of trading signals generated by any program
or model.

Each approach involves certain inherent risks. For example, systematic
traders may incur substantial losses when fundamental or unexpected forces
dominate the markets, while discretionary traders may overlook price trends
which would have been clearly signaled by a trading system. Any trading system
or trader may suffer substantial losses by misjudging the market, whether as a
result of systematic or discretionary analysis. Systematic traders tend to rely
more on computerized programs than do discretionary traders, and some consider
the discipline of systematic trading, which largely removes the emotion of the
individual trader from the trading process, advantageous. In addition, due to
their use of computers, systematic traders are generally able to incorporate
more data into a particular trading decision than can discretionary traders. On
the other hand, trading systems may suffer rapid and severe losses due to their
inability to respond to actual or anticipated events directly influencing market
prices until such events have had a sufficient effect on the market to create a
trend of sufficient magnitude to cause their trading systems to generate trading
signals, by which time a precipitous price change may already be in progress,
resulting in substantial losses or missed profit opportunities.

TECHNICAL AND FUNDAMENTAL ANALYSIS

In addition to being distinguished from one another by the criterion of
whether they trade systematically or on the basis of their discretionary
evaluations of the markets, commodity trading advisors are also distinguished as
relying on either "technical" or "fundamental" analysis, or on a combination of
the two.

Technical analysis is not based on anticipated supply and demand factors
but instead on the theory that the study of the commodities markets themselves
will provide a means of anticipating future prices. Technical analysis operates
on the theory that market prices and momentum at any given point in time reflect
all known factors affecting the supply and demand for a particular commodity.
Consequently, technical analysis focuses not on evaluating those factors
directly but on an analysis of price histories, movements and patterns,
theorizing that a detailed analysis of, among other things, actual daily, weekly
and monthly price fluctuations, volume variations and changes in open interest
is the most effective means of attempting to predict the future course of
prices.

Fundamental analysis, in contrast, focuses on the study of factors external
to the trading markets that affect the supply and demand of a particular
commodity in an attempt to predict future price levels. Such factors might
include weather, the economy of a particular country, government policies,
domestic and foreign political and economic events, and changing trade
prospects. Fundamental analysis theorizes that by monitoring relevant supply
and demand factors for a particular commodity, a state of current or potential
disequilibrium of market conditions may be identified that has yet to be
reflected in the price level of that commodity. Fundamental analysis assumes
that markets are imperfect, that information is not instantaneously assimilated
or disseminated and that econometric models can be constructed that generate
equilibrium prices that may indicate that current prices are inconsistent with
underlying economic conditions and will, accordingly, change in the future.

Systematic traders tend to rely on technical analysis, because the data
relevant to such analysis is more susceptible to being isolated and quantified
to the extent necessary to be successfully incorporated into a program or
mathematical model than is most "fundamental" information, but there is no
inconsistency in attempting to trade

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systematically on the basis of fundamental analysis. The fundamental
information which can be evaluated by a formalized trading system is, however,
limited to some extent in that it generally must be quantifiable in order to be
processed by such a system.

TREND-FOLLOWING

"Trend-following" advisors gear their trading approaches towards
positioning themselves to take advantage of major price movements, as opposed to
traders who seek to achieve overall profitability by making numerous small
profits on short-term trades, or through arbitrage techniques.
"Trend-following" traders assume that most of their trades will be unprofitable.
Their objective is to make a few large profits, more than offsetting their more
numerous but (hopefully) smaller losses, from capitalizing on major trends.
Consequently, during periods when no major price trends develop in a market, a
"trend-following" trading advisor is likely to incur substantial losses. JWH is
a "trend-follower," and historically only approximately 30% to 40% of JWH's
trades have been profitable. See "John W. Henry & Company, Inc. -- Trading
Techniques."

THE TRADING PROGRAMS ARE TECHNICAL, TREND-FOLLOWING SYSTEMS

The Trading Programs are each highly systematic and technical and rely on
trend-following strategies. Although the markets traded by the two Trading
Programs vary somewhat, as do the Trading Programs themselves, the same general
principles underlie these trading systems, and there is a significant overlap in
the markets traded by such Trading Programs. See "John W. Henry & Company, Inc.
- -- Trading Techniques."

Trading methods are both confidential and continually evolving.
Prospective investors as well as existing Unitholders will generally not be
informed of any change in a Trading Program, unless the Managing Owner is
informed of such change, which will only occur (if at all) if JWH considers such
change to be material.

In addition to the continually evolving character of trading methods, the
commodity markets themselves are continually changing. JWH may, in its sole
discretion, elect to trade any available futures, forward or commodity options
- -- both on United States markets and abroad -- even if JWH has never previously
traded in that particular market.

PLAN OF DISTRIBUTION

SUBSCRIPTION PROCEDURE

The Units are offered to the public -- on a "best efforts," minimum/maximum
basis -- for an Initial Offering Period ending on or before ______ __, 1997,
subject to extension until up to ________ __, 1997 in the discretion of the
Managing Owner. If subscriptions for at least 100,000 Units are not accepted
during the Initial Offering Period, no Units will be sold, all subscriptions
will be promptly returned to investors (or, if applicable, to the appropriate
Selling Agent for credit to an investor's customer securities account) with all
interest earned thereon while held in escrow and the Trust will dissolve. In a
best efforts, minimum/maximum offering there is no assurance that the minimum
amount of capital necessary to begin operations will be raised, so that
subscribers during the Initial Offering Period may commit their subscriptions to
escrow without ultimately having an opportunity to invest. If no Units are
ultimately sold, all subscription funds will be promptly (generally within five
business days after the Escrow Agent has received notice from the Managing
Owner) returned to subscribers with interest earned thereon while held in
escrow.

During the Initial Offering Period, Units are offered to subscribers at
$100 per Unit. During the Ongoing Offering Period after the Trust commences
trading, Units will be sold at Net Asset Value as of the close of business on
the last business day of each calendar month. The minimum initial investment is
$5,000; $2,000 for trustees or custodians of eligible employee benefit plans and
individual retirement accounts. Subscriptions in excess of these minimums are
permitted in $100 increments. After the Trust has commenced trading, additional
subscriptions by existing Unitholders are permitted in $1,000 minimums with $100
increments. Units are sold in fractions calculated to five decimal places.

In order to purchase Units, an investor must complete, execute and deliver
to a Selling Agent an original of the Subscription Agreement and Power of
Attorney Signature Page which accompanies this Prospectus, together with a check
for the amount of his or her subscription. Checks should be made payable to
"FNBC, ESCROW AGENT FOR JWH GLOBAL TRUST," and shall be transmitted to the
Escrow Agent by noon of the second business day after receipt by the Managing
Owner.

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Subscription payments by clients of certain Selling Agents may be made by
authorizing the Selling Agents to debit a subscriber's customer securities
account with the amount of the subscription. When a subscriber authorizes such
a debit, the subscriber will be required to have the amount of his or her
subscription payment on deposit in his or her account on a settlement date
specified by such Selling Agent. The account will be debited, and amounts so
debited will be transmitted directly to The First National Bank of Chicago by
such Selling Agent via Selling Agent check or wire transfer made payable to
"FNBC, ESCROW AGENT FOR JWH GLOBAL TRUST" on such settlement date for deposit in
the escrow account of the Trust.

The Managing Owner will determine, in its sole discretion, whether to
accept or reject a subscription in whole or in part. Such determination is
made within five business days of the submission of a subscription to the
Managing Owner. The Managing Owner or the applicable Selling Agent will send
each subscriber whose subscription for Units has been accepted a confirmation
of his or her purchase. Settlement of the subscription payments on accepted
subscriptions is made within three business days of acceptance of the related
subscription.

Subscription documents must generally be received at least ten business
days before the termination of the Initial Offering Period and, during the
Ongoing Offering Period, on or before the 20th of a month (or, if the 20th is
not a business day, the next business day) in order to be accepted as of the
last day of the month.

Subscription funds are invested in short-term United States Treasury bills
or comparable authorized instruments while held in escrow pending investment in
the Units and will earn interest at the applicable rates paid on these
instruments. Escrow interest is allocated PRO RATA among all subscribers during
a particular escrow period based on the amount of their respective subscriptions
and the length of time on deposit in escrow. Interest actually earned on
subscriptions while held in escrow will be invested in the Fund, and investors
will be issued additional Units reflecting each investor's allocable share of
such interest.

No fees are charged on any subscriptions while held in escrow. Subscribers
are notified prior to any return of their subscriptions, and the amounts
returned to them shall in no event be reduced by any deductions for fees or
expenses.

Subscriptions, if rejected, will be promptly returned to investors directly
or, if applicable, to the appropriate Selling Agent for credit to an investor's
customer securities account, together with all interest earned thereon while
held in escrow.

No subscriptions are final or binding on a subscriber until the close of
business on the fifth business day following such subscriber's receipt of a
final Prospectus.

CISI will advance the Trust's organizational and initial offering costs
(estimated at approximately $500,000-$600,000), for which CISI will be
reimbursed by the Trust at the initial closing. The Trust will amortize such
costs over the first 60 months of its operations, up to a limit at each
month-end of 1/60 of 2% of the Trust's Net Assets as of such month-end. CISI
will return to the Trust any unamortized amount at the end of the amortization
period or earlier termination of the Trust. See "Charges -- Organizational and
Initial Offering Costs."

SUBSCRIBERS' REPRESENTATIONS AND WARRANTIES

By executing a Subscription Agreement and Power of Attorney Signature Page,
such subscriber is representing and warranting, among other things, that: (i)
the subscriber is of legal age to execute and deliver the Subscription Agreement
and Power of Attorney and has full power and authority to do so; (ii) the
subscriber has read and understands "Exhibit B -- Subscription Requirements" of
this Prospectus and meets or exceeds the applicable suitability criteria of net
worth and annual income set forth therein; and (iii) the subscriber has received
a copy of this Prospectus. These representations and warranties might be used
by the Managing Owner or others against a subscriber in the event that the
subscriber were to take a position inconsistent therewith.

While the foregoing representations and warranties will be binding on
subscribers, the Managing Owner believes that to a large extent such
representations and warranties would be implied from the fact that an investor
has subscribed for Units. NONETHELESS, NO PROSPECTIVE SUBSCRIBER WHO IS NOT
PREPARED TO MAKE SUCH REPRESENTATIONS AND WARRANTIES, AND TO BE BOUND BY THEM,
SHOULD CONSIDER INVESTING IN THE UNITS.

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THE SELLING AGENTS

No selling commissions are paid from the proceeds of this offering. The
Selling Agents are paid selling commissions by CIS of up to 4% of the
subscription price of all Units sold by each Selling Agent. In addition to
selling commissions, CIS will also pay ongoing compensation to the Selling
Agents which are registered with the CFTC as "futures commission merchants" or
"introducing brokers" in the amount of up to 0.333% (a 4.0% annual rate) of the
month-end Net Asset Value of all Units sold by them which remain outstanding,
beginning with the end of the thirteenth full month after the date such Units
were first issued (not the date that the related subscription was deposited into
escrow during the Initial Offering Period or the date the subscription was
accepted during the Ongoing Offering Period); provided that such ongoing
compensation may only be paid on Units sold by Registered Representatives who
are registered with the CFTC, have passed either the Series 3 or the Series 31
Examination, and agree to provide certain ongoing services to their clients who
own outstanding Units. Such ongoing compensation may be deemed to constitute
underwriting compensation. See "Federal Income Tax Aspects -- Syndication
Expenses."

Under applicable rules of the National Association of Securities Dealers,
Inc., if either a Selling Agent or a Selling Agent's Registered
Representative is not duly registered with the CFTC, or such Registered
Representative does not agree to provide ongoing services to his or her
clients who own outstanding Units, no ongoing compensation may be paid either
to such Selling Agent or to such Registered Representative by CIS. Rather,
such Selling Agent and such Registered Representatives are restricted to
receiving installment selling commissions which will be calculated in the
same manner as ongoing compensation except that the total amount of
installment selling commissions and initial selling commission received by
any such Registered Representative on each Unit sold by him or her that
remains outstanding may not exceed 9% of the initial subscription price of
the Unit.

Selling Commissions and ongoing compensation payable in respect of Units
sold to any Eligible Unitholder (an investor who purchases at least
$5,000,000 of Units, as described under "Charges -- Brokerage Fee -- Special
Brokerage Fee Rate" shall be up to 2.5% of the subscription amount and up to
2.5% of the average month-end Net Asset Value. The total amount of initial
selling commissions and initial selling commissions paid on Units sold to
Eligible Unitholders by a Selling Agent or Registered Representative
ineligible to receive ongoing compensation also may not exceed 9% of the
initial subscription price of such Units.

The Lead Selling Agent may engage Wholesalers who are registered or exempt
broker-dealers, or Registered Representatives thereof, and who will introduce
Additional Selling Agents to the Lead Selling Agent and assist such Additional
Selling Agent in the offering and sale of Units. Each such Wholesaler will
share with an Additional Selling Agent introduced by the Wholesaler (i) the up
to 4% (in the case of sales to Eligible Unitholders, up to 2.5%) initial selling
commissions and (ii) the up to 4% (in the case of sales to Eligible Unitholders,
up to 2.5%) ongoing compensation payable in respect of Units sold by such
Additional Selling Agent.

Certain Additional Selling Agents may select certain correspondent
"introducing brokers" to distribute Units. On Units sold through each such
correspondents, each of whom must be registered as a broker-dealer or exempt
from such registration, the relevant Additional Selling Agent will receive
(i) up to 1% of the 4% (in the case of sales to an Eligible Unitholder, up to
0.5% of the 2.5%) initial selling commissions and (ii) up to 1% of the 4% (in
the case of sales to an Eligible Unitholder, up to 0.5% of the 2.5%) ongoing
compensation to be received by such Additional Selling Agent in respect of
Units sold by such correspondents, and will in each case pass on the
remainder initial selling commission and ongoing compensation to the
correspondents.

Wholesalers and correspondents must meet the same eligibility requirements
applicable to Selling Agents in order to receive ongoing compensation.

The maximum initial selling commissions, expressed as percentages of the
subscription price of Units, payable by CIS to the various sellers (except in
the case of correspondents, which will be paid by their respective Additional
Selling Agents) are set forth below:

Units sold to regular Unitholders

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------
Additional Selling Agent Additional Selling Agent Additional Selling Agent
No Correspondent or Wholesaler With Correspondent with Wholesaler
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Additional Additional
Selling Agent Correspondent Selling Agent Wholesaler
Additional Selling Agent 4.0% 1.0% 3.0% 3.0% 1.0%
- ------------------------------------------------------------------------------------------------------

</TABLE>

-87-

<PAGE>

Units sold to Eligible Unitholders

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------
Additional Selling Agent Additional Selling Agent Additional Selling Agent
No Correspondent or Wholesaler With Correspondent with Wholesaler
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Additional Additional
Selling Agent Correspondent Selling Agent Wholesaler
Additional Selling Agent 2.5% 0.5% 2.0% 2.0% 0.5%
- ------------------------------------------------------------------------------------------------------

</TABLE>

Ongoing compensation and installment selling commissions are shared
between Wholesalers and their Additional Selling Agents and between
Additional Selling Agents and their correspondents in the same proportion as
set forth in the above table.

The maximum aggregate underwriting compensation (comprising the initial
selling commission and installment selling commissions) to be paid by CIS to
an Additional Selling Agent -- which compensation may be shared by the
Additional Selling Agent with (i) a Wholesaler if the Additional Selling
Agent is introduced by the Wholesaler or (ii) a correspondent if the
Additional Selling Agent engages such a correspondent -- will not exceed 9%
of the subscription price of Units sold by the Additional Selling Agent. The
ongoing compensation to be paid by CIS to an Additional Selling Agent --
which compensation may be shared as indicated in the preceding sentence --
will not exceed 4% (2.5% in case of sales to an Eligible Unitholder) per
annum of the Net Asset Value of Units sold by such Additional Selling Agent.

Units redeemed prior to the end of the eleventh full month after their
issuance are subject to a redemption charge of 3% of their Net Asset Value at
redemption, to be deducted from the proceeds of redemption and paid to CIS.

Other than as described above, no commissions or other fees are paid,
directly or indirectly, by the Trust, the Managing Owner, any affiliate of the
foregoing or any principal or officer of any of the foregoing, to any person in
connection with the solicitation of purchasers for Units. In the event that
the payment of ongoing compensation is disallowed by any regulatory body,
the Brokerage Fee paid by the Trust shall not be reduced.

Selling Agents, Correspondents and Wholesalers shall offer Units in
Compliance with Rule 2810 of the NASD Conduct Rules.

Units may be sold in each State only by persons appropriately registered as
broker-dealer in such State and such persons' Registered Representatives.

See "Conflict of Interests -- Indemnification and Standard of Liability"
for information relating to certain indemnification arrangements with respect to
the Selling Agents.

LEGAL MATTERS

Sidley & Austin, Chicago, Illinois, and Richards, Layton & Finger,
Wilmington, Delaware, will pass upon legal matters for CISI in connection
with the Units being offered hereby. In the future, Sidley & Austin may
advise CISI (and its affiliates) with respect to its responsibilities as a
managing owner of, and with respect to matters relating to, the Trust.
Sidley & Austin has also reviewed the statements under "Federal Income Tax
Aspects" and given its opinion as to certain matters as described therein.

EXPERTS

The statement of financial condition of JWH Global Trust as of November 21,
1996 and the financial statements of CIS Investments, Inc. as of May 31, 1996
included in this Prospectus have been audited by KPMG Peat Marwick, LLP,
independent auditors, as stated in their reports appearing herein and have been
so included in reliance upon such reports given upon the authority of that firm
as experts in auditing and accounting.

REPORTS

Pursuant to applicable CFTC regulations, prospective subscribers must (once
the Trust has begun operating) receive current monthly Account Statement or
performance information relating to the Trust, as well as the Trust's most
recent Annual Report (unless the information in such Annual Report has been
included in this Prospectus by amendment or supplement), together with the
Prospectus.

PROSPECTIVE INVESTORS SHOULD CAREFULLY REVIEW THE SUMMARY FINANCIAL
INFORMATION RELATING TO THE TRUST WHICH (IF THE TRUST HAS BEGUN OPERATING) MUST
ACCOMPANY THIS PROSPECTUS. SUCH SUMMARY FINANCIAL INFORMATION WILL INDICATE THE
PERFORMANCE RECOGNIZED AND THE EXPENSES PAID BY THE TRUST DURING A RECENT MONTH.

-88-
<PAGE>

After the Trust has begun operating, Unitholders will receive monthly and
annual reports and statements relating to the Trust as described under "The
Trust and the Trustee -- Reports to Unitholders."

ADDITIONAL INFORMATION

This Prospectus constitutes part of the Registration Statement filed by
the Trust with the SEC in Washington, D.C. This Prospectus does not contain
all of the information set forth in such Registration Statement, certain
portions of which have been omitted pursuant to the rules and regulations of
the SEC including, without limitation, certain exhibits thereto (for example,
the Selling Agreement, the Escrow Agreement and the Customer Agreement). The
descriptions contained herein of agreements included as exhibits to the
Registration Statement are necessarily summaries, and the exhibits themselves
may be inspected without charge at the public reference facilities maintained
by the SEC in Washington, D.C. or accessed at the SEC's Web site (at
http://www.sec.gov), and copies of all or part thereof may be obtained from
the SEC upon payment of the prescribed fees.

-89-

<PAGE>
INDEX OF FINANCIAL STATEMENTS

Page
----
JWH GLOBAL TRUST

Report of Independent Accountants. . . . . . . . . . . . . . . . . . . 93

Statements of Financial Condition as of November 21, 1996 . . . . . . 94

Notes to Financial Statements. . . . . . . . . . . . . . . . . . . . . 95

CIS INVESTMENTS, INC.

Unaudited Balance Sheet as of December 31, 1996. . . . . . . . . . . . 96

Independent Auditor's Report . . . . . . . . . . . . . . . . . . . . . 97

Statement of Financial Condition as of May 31, 1996. . . . . . . . . . 98

Notes to Financial Statements. . . . . . . . . . . . . . . . . . . . . 102

____________________

Schedules are omitted for the reason that they are not required or are not
applicable or that equivalent information has been included in the financial
statements or notes thereto.

-90-

<PAGE>

KPMG Peat Marwick LLP

Peat Marwick Plaza
303 East Wacker Drive
Chicago, IL 60601-9973

INDEPENDENT AUDITORS' REPORT

THE UNITHOLDERS
JWH GLOBAL TRUST:

We have audited the accompanying statement of financial condition of JWH Global
Trust as of November 21, 1996. This financial statement is the responsibility
of the Trust's management. Our responsibility is to express an opinion on this
financial statement based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the statement of financial condition is free of material
misstatement. An audit of a statement of financial condition includes
examining, on a test basis, evidence supporting the amounts and disclosures in
that statement of financial condition. An audit of a statement of financial
condition also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall statement of
financial condition presentation. We believe that our audit of the statement of
financial condition provides a reasonable basis for our opinion.

In our opinion, the statement of financial condition referred to above presents
fairly, in all material respects, the financial position of JWH Global Trust as
of November 21, 1996 in conformity with generally accepted accounting
principles.

KPMG Peat Marwick LLP

November 22, 1996

-91-

<PAGE>

JWH GLOBAL TRUST

Statement of Financial Condition

November 21, 1996

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
ASSETS
- --------------------------------------------------------------------------------
Assets -- cash $ 1,000
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
UNITHOLDERS' CAPITAL
- --------------------------------------------------------------------------------
Unitholders' capital
Initial beneficial owners (8.17 units of beneficial interest
outstanding at November 21, 1996) (Notes) 817
Managing Owner (1.83 units of beneficial interest
outstanding at November 21, 1996) 183

- --------------------------------------------------------------------------------

Total unitholders' capital 1,000
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

Net asset value per unit ($1,000 divided by 10 units
of beneficial interest outstanding) $ 100
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

See accompanying notes to statement of financial condition.

-92-

<PAGE>

JWH GLOBAL TRUST

Statement of Financial Condition

November 21, 1996

- --------------------------------------------------------------------------------

GENERAL INFORMATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

JWH Global Trust (the Trust), a Delaware business trust was organized on
November 12, 1996 to engage in the speculative trading of futures contracts
on currencies, interest rates, energy and agricultural products, metals and
stock indices, options on such futures contracts, and spot and forward
contracts on currencies and precious metals. CIS Investments, Inc. (CISI
or Managing Owner) will serve as Managing Owner of the Trust. John W.
Henry & Company, Inc. (JWH) will serve as the sole trading advisor to the
Trust. Cargill Investor Services, Inc., (CIS) an affiliate of CISI will
act as the Trust's clearing broker and lead selling Agent. CIS Financial
Services, In., an affiliate of CISI, will act as the Trust's counterparty
in the Trust's spot and forward currency and precious metal trades. As of
November 21, 1996 the Trust has had no operations other than relating to
organizational matters and the issuance of 10 units of beneficial interest
for $1,000 to the managing Owner and the initial beneficial owners. The
maximum amount of the initial offering is $50,000,000. After the initial
closing, investors will purchase Units at the current Net Asset Value per
Unit. Because the Net Asset Value per unit will change at each valuation
date, the total number of Units authorized for the Trust is not
determinable and is not disclosed in the statement of financial condition.

ORGANIZATIONAL AND INITIAL OFFERING COSTS

The Managing Owner of the Trust will incur approximately $600,000 of
expenses in connection with the offering of units and the organization of
the Trust. These expenses will be reimbursed by the Trust to the Managing
Owner and be charged against operations of the Trust over a period of 60
months from the commencement of operations at a maximum rate of 0.4% of
average month-end net asset per year. If the Trust is terminated prior to
the end of such 60-month period or the entire amount of organizational and
initial offering costs reimbursed to CISI is not amortized at the end of
the 60-month period, CISI shall return to the Trust, without interest, an
amount equal to the unamortized balance of the capitalized organizational
and initial offering costs.

Only incremental costs directly attributed to the organization of the Trust
and offering of Units have been deferred.

AGREEMENTS

The Trust will pay CIS a monthly flat-rate brokerage fee at an annual rate
of 6.5% of the Trust's month-end assets after deduction of the management
fee. JWH will receive a monthly management fee of 4% of the Trust's
month-end assets after deduction of a portion of the brokerage fee at the
annual rate of 1.25% (rather than 6.5%) of month-end assets. JWH will also
be paid a quarterly incentive fee equal to 15% of new trading profit after
deduction of the brokerage fee at 1.25% of month-end assets and the
management fee.

REDEMPTIONS

Unitholders have the option to redeem units at their Net Asset Value as of
the end of any calendar month, provided written notice is received by CISI
on or before the 20th of such month (or, if the 20th is not a business day,
the next business day), subject to early redemption charges of 3% of
redemption-date Net Asset Value through the end of the eleventh full
month after Units are sold. All such charges are deducted from the proceeds
of redemption and paid to CIS.

At the initial closing of the offering of the units, the units of
beneficial interest of the initial beneficial owners will be redeemed by
the Trust at the original purchase of $100 per unit.

USE OF ESTIMATES

The preparation of a statement of financial condition in conformity with
generally accepted accounting principles requires management 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 statement of financial condition. Actual results could differ from
those estimates.

-93-

<PAGE>

CIS Investments, Inc.
Unaudited Balance Sheet
As Of December 31, 1996

ASSETS
Accounts Receivable $ 0

Investment in IDS Managed Futures, L.P. 374,892
Investment in IDS Managed Futures II, L.P. 193,751
Investment in Everest Futures Fund II, L.P. 127,537

Accrued Income 387
-------------
Total Assets $696,567

-------------
-------------

LIABILITIES AND EQUITY
Unearned Management Fees $ 7,024
Intercompany Payable 165,545
Income Taxes Payable 39,893
-------------
Total Accounts Payable 212,462

Common Stock $100 par value, 30,000 Authorized, 10 issued 1,000
Subscribed Stock 29,990 shares 2,999,000
Less - subscriptions receivable (2,999,000)
Paid-in-Capital 250,000
Retained Earnings 233,105
-------------

Total Stockholders Equity 484,105

TOTAL LIABILITIES AND EQUITY $696,567
-------------
-------------

UNAUDITED

This Balance Sheet, in the opinion of management, reflects all adjustments
necessary to fairly state the financial condition of CIS Investments, Inc. at
December 31, 1996. All adjustments made were of a normal and recurring nature.

PURCHASERS OF UNITS WILL NOT RECEIVE AN INTEREST IN THIS ENTITY

-94-

<PAGE>

KPMG Peat Marwick LLP

Peat Marwick Plaza
303 East Wacker Drive
Chicago, IL 60601-9973

INDEPENDENT AUDITORS' REPORT

The Board of Directors
CIS Investments, Inc.:

We have audited the accompanying statements of financial condition of CIS
Investments, Inc. (a wholly owned subsidiary of Cargill Investor Services, Inc.)
(the Company) as of May 31, 1996 and 1995, and the related statements of income,
changes in stockholder's equity, and cash flows for the years then ended. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of CIS Investments, Inc. as of May
31, 1996 and 1995, and the results of their operations and their cash flows for
the years then ended in conformity with generally accepted accounting
principles.

KPMG Peat Marwick LLP

July 17, 1996

-95-

<PAGE>

CIS INVESTMENTS, INC.

Statements of Financial Condition

May 31, 1996 and 1995

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
ASSETS 1996 1995
- --------------------------------------------------------------------------------
Investments in limited partnerships $572,721 409,876
- --------------------------------------------------------------------------------
$572,721 409,876
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
LIABILITIES AND STOCKHOLDER'S EQUITY
- --------------------------------------------------------------------------------
Liabilities:
Deferred management fees 47,665 34,925
Due to Parent 161,955 57,791
Accrued taxes payable (note 1) 3,347 10,802
- --------------------------------------------------------------------------------

Total liabilities 212,967 103,518

Stockholder's equity:
Common stock, $100 par value. Authorized
30,000 shares; issued 10 shares 1,000 1,000
Common stock subscribed, 27,437 and 17,431 shares
at the years ended 1996 and 1995, respectively 2,743,700 1,743,700
Less subscriptions receivable (note 4) (2,743,700) (1,743,700)
Paid-in capital 250,000 250,000
Retained earnings 108,754 55,358
- --------------------------------------------------------------------------------
Total stockholder's equity 359,754 306,358
- --------------------------------------------------------------------------------
$ 572,721 409,876
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

See accompanying notes to financial statements.

PURCHASERS OF UNITS WILL NOT RECEIVE AN INTEREST IN THIS ENTITY

-96-

<PAGE>

CIS INVESTMENTS, INC.

Statements of Income

Years ended May 31, 1996 and 1995

Revenues:
Management fees $ 74,472 50,148
Unrealized gain on investments in
limited partnerships 14,345 44,887
- --------------------------------------------------------------------------------

Total revenues 88,817 95,035

Expenses - operating 5,674 2,533
- --------------------------------------------------------------------------------

Income before income taxes 83,143 92,502

Income tax expense (note 1) 29,747 32,100
- --------------------------------------------------------------------------------
Net income $ 53,396 60,402
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

See accompanying notes to financial statements.

PURCHASERS OF UNITS WILL NOT RECEIVE AN INTEREST IN THIS ENTITY

-97-

<PAGE>

CIS INVESTMENTS, INC.

Statements of Changes in Stockholder's Equity

Years ended May 31, 1996 and 1995

Common stock subscription --- --- 500,000 --- (500,000) ---

Net income --- --- --- 60,402 --- 60,402
- ---------------------------------------------------------------------------------------------------------------
Balance at May 31, 1995 1,000 250,000 1,743,700 55,358 (1,743,700) 306,358

Common stock subscription --- --- 1,000,000 --- (1,000,000) ---

Net income --- --- --- 53,396 --- 53,396
- ---------------------------------------------------------------------------------------------------------------
Balance at May 31, 1996 $ 1,000 250,000 2,743,700 108,754 (2,743,700) 359,754
- ---------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------

</TABLE>

See accompanying notes to financial statements.

PURCHASERS OF UNITS WILL NOT RECEIVE AN INTEREST IN THIS ENTITY

-98-

<PAGE>

CIS INVESTMENTS, INC.

Statements of Cash Flows

Years ended May 31, 1996 and 1995

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------
1996 1995
- --------------------------------------------------------------------------------------------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 53,396 60,402
Adjustment to reconcile net income to net cash
provided by operating activities:
Unrealized gain on investments in
limited partnerships (14,345) (44,887)
Decrease in assets:
Accounts receivable from limited partnerships --- 177,484
Increase (decrease) in liabilities:
Deferred management fees 12,741 13,143
Accrued taxes payable (7,456) 3,085
- --------------------------------------------------------------------------------------------
Net cash provided by operating activities 148,500 28,201
- --------------------------------------------------------------------------------------------
Net cash used in investing activities -
purchase of limited partnership units (148,500) (28,201)
- --------------------------------------------------------------------------------------------
Net cash provided by (used in) financing activities --
capital provided by (returned to) Parent 104,164 (181,026)
- --------------------------------------------------------------------------------------------
Net change in cash --- ---

Cash at beginning of year --- ---
- --------------------------------------------------------------------------------------------
Cash at end of year $ --- ---
- --------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------
Supplemental disclosures of cash flow information -
cash paid during the year for income taxes $ 37,202 29,015
- --------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------

</TABLE>

See accompanying notes to financial statements.

PURCHASERS OF UNITS WILL NOT RECEIVE AN INTEREST IN THIS ENTITY

-99-

<PAGE>

CIS INVESTMENTS, INC.

Notes to Financial Statements

May 31, 1996 and 1995

- --------------------------------------------------------------------------------

(1) GENERAL INFORMATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A summary of the significant accounting policies which have been followed
in preparing the accompanying financial statements is set forth below.

NATURE OF BUSINESS

CIS Investments, Inc. (the Company), a wholly-owned subsidiary of Cargill
Investor Services, Inc., (the Parent) is the general partner in various
limited partnerships organized for the purpose of engaging in the
speculative trading of commodity interests, including futures contracts,
physical commodities. and related options.

MANAGEMENT FEES

Unearned management fees are amortized over one year using the
straight-line method.

INVESTMENTS IN LIMITED PARTNERSHIPS

Investments in limited partnerships are recorded at a value which
approximates the Company's proportionate share of the limited partnership's
net asset value.

INCOME TAXES

The Company is included in the consolidated Federal income tax return of
the Parent. Income tax expense is calculated as if the company would file
a separate return. Accrued taxes payable represents the remaining balance,
due to Parent, to be paid for the current year income taxes.

The Company follows Statement of Financial Accounting Standards No. 109
(Statement 109). Under Statement 109, deferred tax assets and liabilities
are recognized for the future tax consequences attributable to differences
between the financial statement carrying amounts of existing assets and
liabilities and their respective tax bases. Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply to
taxable income in the years in which those temporary differences are
expected to be recovered or settled. Under Statement 109, the effect on
deferred tax assets and liabilities of a change in tax rates is recognized
in income in the period that includes the enactment date.

EXPENSES

General and administrative overhead costs of the Company are expensed and
paid by the Parent. As such, they are not reflected in these financial
statements. During fiscal year 1996 the Parent stopped charging interest
on amounts due to Parent.

(Continued)

-100-

<PAGE>
CIS INVESTMENTS, INC.

Notes to Financial Statements

- --------------------------------------------------------------------------------

USE OF ESTIMATES

The accompanying financial statements have been prepared in accordance with
generally accepted accounting principles (GAAP). The preparation of
financial statements in conformity with GAAP requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and the disclosure of contingent assets and liabilities as of
the date of the financial statements, and the reported amounts of revenues
and expenses during the reporting period. Actual amounts could differ from
such estimates.

(2) INVESTMENTS IN LIMITED PARTNERSHIPS

All investments are in general partnership units. Investment in each of
the limited partnerships listed below is approximately 1% of the total
partnership interest. Investments in limited partnerships at May 31, 1996
and 1995 are as follows:

- --------------------------------------------------------------------------------
1996 1995
--------------- ---------------
Units Amount Units Amount
- --------------------------------------------------------------------------------

IDS Managed Futures, L.P. 1,151 $314,053 960 $254,451
IDS Managed Futures, L.P. 322 157,974 322 155,425
Everest Futures Trust 100 100,694 - -

- --------------------------------------------------------------------------------
$572,721 $409,876
- --------------------------------------------------------------------------------

The following represents condensed combined financial information of the
limited partnerships as of May 31, 1996 and 1995 (in thousands).

- --------------------------------------------------------------------------------
1996 1995
- --------------------------------------------------------------------------------

Assets $ 51,347 $ 40,659
------ ------
------ ------

Liabilities 372 663
Partners' capital 50,975 39,996
------ ------

Total $ 51,347 $ 40,659
------ ------
------ ------

- --------------------------------------------------------------------------------

The limited partnerships trade in various futures, futures options and
forward contracts. The risk to the partnerships arises from the possible
adverse changes in the market value of such contracts and the potential
inability of the counterparties to perform under the terms of the
contracts.

(Continued)

-101-

<PAGE>

CIS INVESTMENTS, INC.

Notes to Financial Statements

- --------------------------------------------------------------------------------

(3) NET WORTH REQUIREMENTS

The Company is required to maintain net worth, as defined, of not less than
(i) the lesser of $250,000 or 15% of the aggregate capital contributions of
any limited partnership for which it shall act as a general partner if such
contributions are less than $2,500,000; and (ii) 10% of the aggregate
capital contributions of any limited partnership for which it shall act as
a general partner, if such contributions are equal to or exceed $2,500,000.
At May 31, 1996, the Company is in compliance with its net worth
requirements.

(4) COMMON STOCK SUBSCRIPTIONS

The Company and its Parent entered into stock subscription agreements
whereby the Parent subscribed to purchase up to 27,437 shares of the
Company's stock at $100 per share in order to ensure the Company's
continued compliance with its net worth requirements. No subscribed stock
was issued, nor is it known when and if any will be issued in the future.
As such, the subscribed stock receivable amount is shown as a deduction
from stockholder's equity.

(5) INCOME TAXES

The Company adopted Statement 109 as of June 1, 1994. There were no
significant temporary differences that gave rise to deferred tax assets
and/or deferred tax liabilities; therefore, the implementation of Statement
109 had no effect on the financial statements of the Company.

(6) FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK

The Limited Partnerships (the Partnerships) hold futures contracts and
options. A futures contract is defined as an agreement to buy or sell a
specific amount of a commodity or financial instrument at a particular
price on a stipulated future date. If the markets should move against all
of the futures positions held by the Partnerships at the same time, and if
the Partnerships are unable to offset the futures positions of the
Partnerships, the Partnerships could lose all of their assets and the
partners, including the Company, would realize a 100% loss of their
investment.

-102-

<PAGE>

PERFORMANCE OF OTHER CISI-SPONSORED FUNDS

PERFORMANCE SUMMARIES OF OTHER CISI-SPONSORED FUNDS

The following performance tables are included herein per CFTC requirements
and may make possible certain performance comparisons which may be helpful to
prospective investors in determining whether to acquire Units. However, the
difference in the performance of these funds indicates that the performance of
one CISI-sponsored fund may have very little significance in terms of the
performance of other CISI-sponsored funds employing different portfolios.

The following performance information has been calculated on the accrual
basis of accounting in accordance with generally accepted accounting principles.

THE FOLLOWING FUNDS HAVE TRADED PURSUANT TO THE SYSTEMS THAT ARE MATERIALLY
DIFFERENT FROM THE TRADING PROGRAMS. THEREFORE, THE PERFORMANCE OF SUCH CISI
POOLS IS NOT REPRESENTATIVE OF HOW THE TRUST HAS OR WILL PERFORM.

INVESTORS SHOULD NOTE THAT INTEREST INCOME MAY CONSTITUTE A SIGNIFICANT
PORTION OF A COMMODITY POOL'S INCOME AND, IN CERTAIN INSTANCES, MAY GENERATE
PROFITS WHERE THERE HAVE BEEN REALIZED AND UNREALIZED LOSSES FROM COMMODITY
TRADING.

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

FUTURES TRADING IS SPECULATIVE. INVESTORS MAY LOSE ALL
OR SUBSTANTIALLY ALL OF THEIR INVESTMENT.

-103-

<PAGE>

PERFORMANCE SUMMARIES
OF OTHER CISI-SPONSORED FUNDS

IDS MANAGED FUTURES, L.P.

TYPE OF POOL: Publicly offered, multi-advisor
INCEPTION OF TRADING: June 1987
AGGREGATE SUBSCRIPTIONS: $39.4 million
CURRENT CAPITALIZATION: $42.4 million
WORST MONTHLY DRAWDOWN: (13.95)% (1/92)
WORST PEAK-TO-VALLEY DRAWDOWN: (27.7)% (1/92 5/92)
1997 COMPOUND RATE OF RETURN: 3.68% (1 month)
1996 COMPOUND RATE OF RETURN: 20.08%
1995 COMPOUND RATE OF RETURN: 23.04%
1994 COMPOUND RATE OF RETURN: (6.93)%
1993 COMPOUND RATE OF RETURN: 38.32%
1992 COMPOUND RATE OF RETURN: (3.43)%

_____________

JANUARY 31, 1997 VALUE OF INITIAL $1,000 UNIT: $4,464.89

______________________________

IDS MANAGED FUTURES II, L.P.

TYPE OF POOL: Publicly offered, multi-advisor
INCEPTION OF TRADING: March 1988
AGGREGATE SUBSCRIPTIONS: $15.6 million
CURRENT CAPITALIZATION: $13.2 million
WORST MONTHLY DRAWDOWN: (13.53)% (1/92)
WORST PEAK-TO-VALLEY DRAWDOWN: (27.07)% (1/92 5/92)
1997 COMPOUND RATE OF RETURN: 4.06% (1 month)
1996 COMPOUND RATE OF RETURN: 24.64%
1995 COMPOUND RATE OF RETURN: 29.80%
1994 COMPOUND RATE OF RETURN: (13.97)%
1993 COMPOUND RATE OF RETURN: 37.01%
1992 COMPOUND RATE OF RETURN: (5.76)%

___________

JANUARY 31, 1997 VALUE OF INITIAL $1,000 UNIT: $2,698.14

PURCHASERS OF UNITS WILL ACQUIRE NO INTEREST IN THESE FUNDS
WHICH TRADE IN MATERIALLY DIFFERENT MARKET SECTORS THAN DOES THE TRUST.

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

-104-

<PAGE>

PERFORMANCE SUMMARIES
OF OTHER CISI-SPONSORED FUNDS

OYSTER BAY FUTURES FUND LIMITED PARTNERSHIP

TYPE OF POOL: Privately offered, multi-advisor
INCEPTION OF TRADING: August 1988
AGGREGATE SUBSCRIPTIONS: $0.8 million
CURRENT CAPITALIZATION: N/A
WORST MONTHLY DRAWDOWN: (13.12)% (10/89)
WORST PEAK-TO-VALLEY DRAWDOWN: (35.65)% (6/89 2/90)
1992 COMPOUND RATE OF RETURN: (12.25)% (6 months)
__________

THIS FUND WAS TERMINATED IN JUNE 1992.

______________________________

EVEREST FUTURES FUND II, L.P.

TYPE OF POOL: Privately offered, single-advisor
INCEPTION OF TRADING: April 1996
AGGREGATE SUBSCRIPTIONS: $11.7 million
CURRENT CAPITALIZATION: $14.3 million
WORST MONTHLY DRAWDOWN: (2.45)% (12/96)
WORST PEAK-TO-VALLEY DRAWDOWN: (2.67)% (7/96 8/96)
1997 COMPOUND RATE OF RETURN: 3.91% (1 month)
1996 COMPOUND RATE OF RETURN: 27.61% (9 months)

_________

JANUARY 31, 1997 VALUE OF INITIAL $1,000 UNIT: $1,326.04

PURCHASERS OF UNITS WILL ACQUIRE NO INTEREST IN THESE FUNDS
WHICH TRADE IN MATERIALLY DIFFERENT MARKET SECTORS THAN DOES THE TRUST.

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

-105-

<PAGE>

NOTES TO PERFORMANCE SUMMARIES OF
OTHER CISI-SPONSORED FUNDS

1. TYPE OF POOL. The CFTC specifies that pools should be categorized as: (i)
either publicly or privately offered; (ii) "principal protected" (I.E.,
generally assuring the return of some or all of an initial investment at a
date certain in the future), if applicable; and (iii) either multi-advisor
or single-advisor.

2. INCEPTION OF TRADING is the date of inception of trading by the fund.

3. AGGREGATE SUBSCRIPTIONS is the aggregate gross capital subscriptions
(without regard to redemptions).

4. CURRENT CAPITALIZATION is the net asset value of the fund at the end of the
period indicated.

5. WORST MONTHLY DRAWDOWN is the largest net asset loss experienced in any
calendar month expressed as a percentage of net asset value and includes
the month and year of such drawdown.

6. WORST PEAK-TO-VALLEY DRAWDOWN is the largest calendar month-end to calendar
month-end net asset loss (regardless of whether such loss is continuous)
experienced during the period January 1, 1992 (or inception) through
January 31, 1997, expressed as a percentage of total equity in the
program, and includes the months and years in which it occurred. For
example, a Worst Peak-to-Valley Drawdown of (27.7)% (1/92 5/92) (see "IDS
Managed Futures, L.P." at page 106) means that the peak-to-valley drawdown
lasted from January 1992 through May 1992 and resulted in a (27.7)%
drawdown.

7. COMPOUND RATE OF RETURN is calculated on the basis of the actual rate of
return recognized by an initial $1,000 investment in the fund, by
compounding the monthly rates of return over the number of months in a
given year. Each month's rate of return, positive or negative, in
hundredths is added to one and the sum is multiplied by the rate of return
similarly expressed for the previous month. For examples, if a fund
yielded monthly rates of return of 2%,(4)% and 6% for three consecutive
months, the compound rate of return for the three months would equal 1.02 x
0.96 x 1.06 = 1.038% or 3.8% approximately. For periods of less than one
year, the results are year-to-date.

PURCHASERS OF UNITS WILL ACQUIRE NO INTEREST IN THESE FUNDS
WHICH TRADE IN MATERIALLY DIFFERENT MARKET SECTORS THAN DOES THE TRUST.

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

-106-

<PAGE>

MONTHLY RATES OF RETURN OF OTHER CISI-SPONSORED FUNDS

The following monthly rates of return tables present the performance of
other CISI-sponsored funds. Monthly rates of return are included of each such
fund since January 1, 1992.

Monthly rates are calculated by dividing net performance by the beginning
total equity. All additions and withdrawals are effective as of the last day of
the month.

Compound Annual ROR (Rate of Return) for any given year is calculated by
compounding the monthly rates of return during such year. See "-- Notes to
Performance Summaries of Other CISI-Sponsored Funds -- (7)." For periods of
less than one year, the results are year-to-date.

PURCHASERS OF UNITS WILL ACQUIRE NO INTEREST IN THESE FUNDS
WHICH TRADE IN MATERIALLY DIFFERENT MARKET SECTORS THAN DOES THE TRUST.

PAST PERFORMANCE IS NOT NECESSARILY
INDICATIVE OF FUTURE RESULTS.

-107-

<PAGE>

MONTHLY RATES OF RETURN
OF OTHER CISI-SPONSORED FUNDS

IDS MANAGED FUTURES, L.P.

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
MONTHLY RATES OF RETURN (%)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
COMPOUND
Year January February March April May June July August September October November December ANNUAL ROR
- ------------------------------------------------------------------------------------------------------------------------------------
1992 (13.95) (9.43) 0.69 (6.30) (1.74) 15.58 18.09 7.92 (3.29) (3.60) (2.02) (0.64) (3.43)
- ------------------------------------------------------------------------------------------------------------------------------------
1993 1.19 10.80 (0.82) 6.54 1.34 1.44 8.35 3.09 (0.29) (0.04) (0.03) 2.03 38.32
- ------------------------------------------------------------------------------------------------------------------------------------
1994 (4.48) (3.29) 5.76 (0.67) 3.98 2.72 (2.87) (2.15) (0.45) 0.03 (3.51) (1.68) (6.93)
- ------------------------------------------------------------------------------------------------------------------------------------
1995 (3.05) 8.41 7.90 4.71 1.86 (2.84) 0.27 (0.05) (1.14) (0.26) 2.43 3.42 23.04
- ------------------------------------------------------------------------------------------------------------------------------------
1996 4.07 (3.48) (0.16) 3.50 ( 2.44) 0.51 (1.09) 0.47 3.34 9.26 6.71 (1.48) 20.08
- ------------------------------------------------------------------------------------------------------------------------------------
1997 3.68 N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A 3.68
(1 MONTH)
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

PURCHASERS OF UNITS WILL ACQUIRE NO INTEREST IN THESE FUNDS
WHICH TRADE IN MATERIALLY DIFFERENT MARKET SECTORS THAN DOES THE TRUST.

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

-108-

<PAGE>

MONTHLY RATES OF RETURN
OF OTHER CISI-SPONSORED FUNDS

IDS MANAGED FUTURES II, L.P.

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
MONTHLY RATES OF RETURN (%)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
COMPOUND
Year January February March April May June July August September October November December ANNUAL ROR
- ------------------------------------------------------------------------------------------------------------------------------------
1992 (13.53) (11.22) 0.76 (5.75) 0.04 13.86 14.25 7.24 (1.81) (2.44) (2.49) (0.84) (5.76)
- ------------------------------------------------------------------------------------------------------------------------------------
1993 0.33 11.51 (1.27) 6.40 0.93 3.13 8.53 1.57 (0.82) (0.20) (0.45) 3.11 37.01
- ------------------------------------------------------------------------------------------------------------------------------------
1994 (4.48) (4.81) 4.56 (0.62) 3.19 4.25 (3.20) (4.62) (0.76) (0.61) (4.55) (2.62) (13.97)
- ------------------------------------------------------------------------------------------------------------------------------------
1995 (3.11) 11.01 11.35 4.98 1.85 (2.20) (0.59) 0.86 (1.63) (0.01) 2.39 2.66 29.80
- ------------------------------------------------------------------------------------------------------------------------------------
1996 4.81 (4.46) (0.20) 2.87 (2.46) 1.43 (1.64) 0.83 3.26 11.44 8.58 (1.09) 24.64
- ------------------------------------------------------------------------------------------------------------------------------------
1997 4.06 N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A 4.06
(1 MONTH)
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

PURCHASERS OF UNITS WILL ACQUIRE NO INTEREST IN THESE FUNDS
WHICH TRADE IN MATERIALLY DIFFERENT MARKET SECTORS THAN DOES THE TRUST.

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

-109-

<PAGE>

MONTHLY RATES OF RETURN
OF OTHER CISI-SPONSORED FUNDS

OYSTER BAY FUTURES FUND LIMITED PARTNERSHIP

PURCHASERS OF UNITS WILL ACQUIRE NO INTEREST IN THESE FUNDS
WHICH TRADE IN MATERIALLY DIFFERENT MARKET SECTORS THAN DOES THE TRUST.

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

-110-

<PAGE>

MONTHLY RATES OF RETURN
OF OTHER CISI-SPONSORED FUNDS

EVEREST FUTURES FUND II, L.P.

PURCHASERS OF UNITS WILL ACQUIRE NO INTEREST IN THESE FUNDS
WHICH TRADE IN MATERIALLY DIFFERENT MARKET SECTORS THAN DOES THE TRUST.

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

-111-

<PAGE>

APPENDIX I

"BLUE SKY" GLOSSARY

PROSPECTIVE INVESTORS SHOULD BE AWARE OF THE FOLLOWING DEFINITIONS WHICH
ARE APPLIED BY THE STATE SECURITIES ADMINISTRATORS WHEN REVIEWING A PUBLIC
FUTURES FUND OFFERING FOR COMPLIANCE WITH THE "GUIDELINES FOR THE REGISTRATION
OF COMMODITY POOL PROGRAMS" STATEMENT OF POLICY PROMULGATED BY THE NORTH
AMERICAN SECURITIES ADMINISTRATORS ASSOCIATION, INC. A COPY OF SAID
"GUIDELINES" IS FILED AS AN EXHIBIT TO THE REGISTRATION STATEMENT OF WHICH THE
PROSPECTUS IS A PART. THE FOLLOWING DEFINITIONS ARE REPRINTED VERBATIM FROM
SAID GUIDELINES AND MAY, ACCORDINGLY, NOT IN ALL CASES BE RELEVANT TO AN
INVESTMENT IN THE TRUST. FOR AN INDEX OF DEFINED TERMS THAT APPEAR IN THE
PROSPECTUS, SEE "INDEX OF DEFINED TERMS" AT PAGE 5.

DEFINITIONS -- As used in the Guidelines, the following terms have the
following meanings:

ADMINISTRATOR -- The official or agency administering the security
laws of a state.

ADVISOR -- Any Person who for any consideration engages in the
business of advising others, either directly or indirectly, as to the
value, purchase, or sale of Commodity Contracts or commodity options.

AFFILIATE -- An Affiliate of a Person means: (a) any Person directly
or indirectly owning, controlling or holding with power to vote 10% or more
of the outstanding voting securities of such Person; (b) any Person 10% or
more of whose outstanding voting securities are directly or indirectly
owned, controlled or held with power to vote, by such Person; (c) any
Person, directly or indirectly, controlling, controlled by, or under common
control of such Person; (d) any officer, director or partner of such
Person; or (e) if such Person is an officer, director or partner, any
Person for which such Person acts in any such capacity.

CAPITAL CONTRIBUTIONS -- The total investment in a Program by a
Participant or by all Participants, as the case may be.

COMMODITY BROKER -- Any Person who engages in the business of
effecting transactions in Commodity Contracts for the account of others or
for his or her own account.

COMMODITY CONTRACT -- A contract or option thereon providing for the
delivery or receipt at a future date of a specified amount and grade of a
traded commodity at a specified price and delivery point.

CROSS-REFERENCE SHEET -- A compilation of the Guideline sections,
referenced to the page of the prospectus, Program agreement, or other
exhibits, and justification of any deviation from the Guidelines.

NET ASSETS -- The total assets, less total liabilities, of the Program
determined on the basis of generally accepted accounting principles. Net
Assets shall include any unrealized profits or losses on open positions,
and any fee or expense including Net Asset fees accruing to the Program.

NET ASSET VALUE PER PROGRAM INTEREST -- The Net Assets divided by the
number of Program Interests outstanding.

NET WORTH -- The excess of total assets over total liabilities as
determined by generally accepted accounting principles. Net Worth shall be
determined exclusive of home, home furnishings and automobiles.

NEW TRADING PROFITS -- The excess, if any, of Net Assets at the end of
the period over Net Assets at the end of the highest previous period or Net
Assets at the date trading commences, whichever is higher, and as further
adjusted to eliminate the effect on Net Assets resulting from new Capital
Contributions, redemptions, or capital distributions, if any, made during
the period decreased

APPI-1

<PAGE>

by interest or other income not directly related to trading activity,
earned on Program assets during the period, whether the assets are held
separately or in a margin account.

ORGANIZATIONAL AND OFFERING EXPENSES -- All expenses incurred by the
Program in connection with and in preparing a Program for registration and
subsequently offering and distributing it to the public, including, but not
limited to, total underwriting and brokerage discounts and commissions
(including fees of the underwriter's attorneys), expenses for printing,
engraving, mailing, salaries of employees while engaged in sales activity,
charges of transfer agents, registrars, trustees, escrow holders,
depositories, experts, expenses of qualification of the sale of its Program
Interest under federal and state law, including taxes and fees,
accountants' and attorneys' fees.

PARTICIPANT -- The holder of a Program Interest.

PERSON -- Any natural Person, partnership, corporation, association or
other legal entity.

PIT BROKERAGE FEE -- Pit Brokerage Fee shall include floor brokerage,
clearing fees, National Futures Association fees, and exchange fees.

PROGRAM -- A limited partnership, joint venture, corporation, trust or
other entity formed and operated for the purpose of investing in Commodity
Contracts.

PROGRAM BROKER -- A Commodity Broker that effects trades in Commodity
Contracts for the account of a Program.

PROGRAM INTEREST -- A limited partnership interest or other security
representing ownership in a Program.

PYRAMIDING -- A method of using all or a part of an unrealized profit
in a Commodity Contract position to provide margin for any additional
Commodity Contracts of the same or related commodities.

SPONSOR -- Any Person directly or indirectly instrumental in
organizing a Program or any Person who will manage or participate in the
management of a Program, including a Commodity Broker who pays any portion
of the Organizational Expenses of the Program, and the general partner(s)
and any other Person who regularly performs or selects the Persons who
perform services for the Program. Sponsor does not include wholly
independent third parties such as attorneys, accountants, and underwriters
whose only compensation is for professional services rendered in connection
with the offering of the units. The term "Sponsor" shall be deemed to
include its Affiliates.

VALUATION DATE -- The date as of which the Net Assets of the Program
are determined.

VALUATION PERIOD -- A regular period of time between Valuation Dates.

APPI-2
<PAGE>

EXHIBIT A

JWH GLOBAL TRUST

SECOND AMENDED AND RESTATED
DECLARATION AND AGREEMENT OF TRUST

DATED AS OF _____, 1997

<PAGE>

JWH GLOBAL TRUST

SECOND AMENDED AND RESTATED
DECLARATION AND AGREEMENT OF TRUST

TABLE OF CONTENTS

Page
----
1. Declaration of Trust . . . . . . . . . . . . . . . . . . . . . A-1
2. The Trustee. . . . . . . . . . . . . . . . . . . . . . . . . . A-2
(a) Term; Resignation. . . . . . . . . . . . . . . . . . . A-2
(b) Powers . . . . . . . . . . . . . . . . . . . . . . . . A-2
(c) Compensation and Expenses of the Trustee . . . . . . . A-2
(d) Indemnification. . . . . . . . . . . . . . . . . . . . A-2
(e) Successor Trustee. . . . . . . . . . . . . . . . . . . A-3
(f) Liability of the Trustee . . . . . . . . . . . . . . . A-3
(g) Reliance by the Trustee and the Managing
Owner; Advice of Counsel. . . . . . . . . . . . . . A-4
(h) Not Part of Trust Estate . . . . . . . . . . . . . . . A-4
3. Principal Office . . . . . . . . . . . . . . . . . . . . . . . A-4
4. Business . . . . . . . . . . . . . . . . . . . . . . . . . . . A-4
5. Term, Dissolution, Fiscal Year and Net Asset Value . . . . . . A-5
(a) Term . . . . . . . . . . . . . . . . . . . . . . . . . A-5
(b) Dissolution. . . . . . . . . . . . . . . . . . . . . . A-5
(c) Fiscal Year. . . . . . . . . . . . . . . . . . . . . . A-5
(d) Net Asset Value. . . . . . . . . . . . . . . . . . . . A-5
6. Net Worth of Managing Owner. . . . . . . . . . . . . . . . . . A-6
7. Capital Contributions; Units; Managing Owner's Liability . . . A-6
(a) Capital Contributions; Units . . . . . . . . . . . . . A-6
(b) Managing Owner's Liability . . . . . . . . . . . . . . A-6
8. Allocation of Profits and Losses . . . . . . . . . . . . . . . A-7
(a) Capital Accounts and Allocations . . . . . . . . . . . A-7
(b) Allocation of Profit and Loss for Federal Income
Tax Purposes. . . . . . . . . . . . . . . . . . . . A-7
(c) Expenses . . . . . . . . . . . . . . . . . . . . . . . A-9
(d) Limited Liability of Unitholders . . . . . . . . . . . A-10
(e) Return of Capital Contributions. . . . . . . . . . . . A-10
9. Management of the Trust. . . . . . . . . . . . . . . . . . . . A-10
(a) Authority of the Managing Owner. . . . . . . . . . . . A-10
(b) Fiduciary Duties . . . . . . . . . . . . . . . . . . . A-11
(c) Loans; Investments . . . . . . . . . . . . . . . . . . A-11
(d) Certain Conflicts of Interest Prohibited . . . . . . . A-11
(e) Certain Agreements . . . . . . . . . . . . . . . . . . A-12
(f) Prohibition on "Pyramiding". . . . . . . . . . . . . . A-12
(g) Freedom of Action. . . . . . . . . . . . . . . . . . . A-12
10. Audits and Reports to Unitholders. . . . . . . . . . . . . . . A-13
11. Assignability of Units . . . . . . . . . . . . . . . . . . . . A-14
12. Redemptions. . . . . . . . . . . . . . . . . . . . . . . . . . A-14
13. Offering of Units. . . . . . . . . . . . . . . . . . . . . . . A-15
14. Additional Offerings . . . . . . . . . . . . . . . . . . . . . A-16
15. Special Power of Attorney. . . . . . . . . . . . . . . . . . . A-16
16. Withdrawal of a Unitholder . . . . . . . . . . . . . . . . . . A-16
17. Benefit Plan Investors . . . . . . . . . . . . . . . . . . . . A-17

<PAGE>

Page
----

18. Standard of Liability; Indemnification . . . . . . . . . . . . A-18
(a) Standard of Liability for the Managing Owner . . . . . A-18
(b) Indemnification of the Managing Owner by the Trust . . A-18
(c) Indemnification by the Unitholders . . . . . . . . . . A-19
19. Amendments; Meetings . . . . . . . . . . . . . . . . . . . . . A-19
(a) Amendments with Consent of the Managing Owner. . . . . A-19
(b) Amendments and Actions without
Consent of the Managing Owner . . . . . . . . . . . A-20
(c) Meetings; Other. . . . . . . . . . . . . . . . . . . . A-20
(d) Consent by Trustee . . . . . . . . . . . . . . . . . . A-20
20. Governing Law. . . . . . . . . . . . . . . . . . . . . . . . . A-20
21. Miscellaneous. . . . . . . . . . . . . . . . . . . . . . . . . A-20
(a) Notices. . . . . . . . . . . . . . . . . . . . . . . . A-20
(b) Binding Effect . . . . . . . . . . . . . . . . . . . . A-21
(c) Captions . . . . . . . . . . . . . . . . . . . . . . . A-21
22. Certain Definitions. . . . . . . . . . . . . . . . . . . . . . A-21
23. No Legal Title to Trust Estate . . . . . . . . . . . . . . . . A-22
24. Legal Title. . . . . . . . . . . . . . . . . . . . . . . . . . A-22
25. Creditors. . . . . . . . . . . . . . . . . . . . . . . . . . . A-23

Testimonium
Signatures

<PAGE>

JWH GLOBAL TRUST

SECOND AMENDED AND RESTATED
DECLARATION AND AGREEMENT OF TRUST

This SECOND AMENDED AND RESTATED DECLARATION AND AGREEMENT OF TRUST
("Declaration and Agreement of Trust") of JWH GLOBAL TRUST (the "Trust") is made
and entered into as of this ___ day of _________, 1997 by and among CIS
INVESTMENTS, INC., a Delaware corporation, as a managing owner (the "Managing
Owner"), WILMINGTON TRUST COMPANY, a Delaware banking corporation, as trustee
(the "Trustee"), each other party who shall execute a counterpart of this
Declaration and Agreement of Trust as an owner of a unit of beneficial interest
of the Trust ("Units") or who becomes a party to this Declaration and Agreement
of Trust as a Unitholder by execution of a Subscription Agreement and Power of
Attorney Signature Page or otherwise and who is shown in the books and records
of the Trust as a Unitholder (individually, a "Unitholder" and, collectively,
the "Unitholders") and the Initial Beneficial Owners (as hereinafter defined)
(solely to reflect their withdrawal from the Trust).

W I T N E S S E T H:

WHEREAS, the Managing Owner, the Trustee and the initial beneficial
owners whose names are set forth in Exhibit A to the Original Declaration and
Agreement of Trust referred to below (each an "Initial Beneficial Owner"), have
hereto formed a business trust pursuant to and in accordance with the Delaware
Business Trust Act, 12 DEL. C. Section 3801, ET SEQ., as amended from time to
time (the "Act"), by filing a Certificate of Trust with the office of the
Secretary of State of the State of Delaware on November 12, 1996, as amended by
Certificate of Amendment of Certificate of Trust filed with the Secretary of
State of the State of Delaware on January 29, 1997, and entering into a
Declaration and Agreement of Trust, dated as of November 12, 1996 and Amended
and Restated Declaration and Agreement of Trust dated as of January 29, 1997
(collectively, the "Original Declaration and Agreement of Trust"); and

WHEREAS, the parties hereto desire to continue the Trust for the
business and purpose of issuing Units, the capital of which shall be used to
engage in speculative trading, buying, selling or otherwise acquiring, holding
or disposing of futures and forward contracts on currencies, interest rate,
energy and agricultural products, metals and stock indices, hybrid instruments,
swaps, any rights pertaining thereto and any options thereon or on physical
commodities, with the objective of capital appreciation through speculative
trading, and to amend and restate the Original Declaration and Agreement of
Trust of the Trust in its entirety.

NOW THEREFORE, the parties hereto agree as follows:

1. DECLARATION OF TRUST.

The Trustee hereby declares that it holds the investments in the Trust
in trust upon and subject to the conditions set forth herein for the use and
benefit of the Unitholders. It is the intention of the parties hereto that the
Trust shall be a business trust under the Act, and that this Declaration and
Agreement of Trust shall constitute the governing instrument of the Trust. The
Trustee has filed the Certificate of Trust required by Section 3810 of the Act.

Nothing in this Declaration and Agreement of Trust shall be construed to
make the Unitholders partners or members of a joint stock association except to
the extent that such Unitholders, as constituted from time to time, are deemed
to be partners under the Internal Revenue Code of 1986, as amended (the "Code"),
and applicable state and local tax laws. Notwithstanding the foregoing, it is
the intention of the parties hereto that the Trust be treated as a partnership
for purposes of taxation under the Code and applicable state and local tax laws.
Effective as of the date hereof, the Trustee shall have all of the rights,
powers and duties set forth herein and in the Act with respect to accomplishing
the purposes of the Trust.

A-1

<PAGE>

2. THE TRUSTEE.

(a) TERM; RESIGNATION. (i) Wilmington Trust Company has been
appointed and has agreed to serve as the Trustee of the Trust. The Trust shall
have only one trustee unless otherwise determined by the Managing Owner. The
Trustee shall serve until such time as the Managing Owner removes the Trustee or
the Trustee resigns and a successor Trustee is appointed by the Managing Owner
in accordance with the terms of Section 2(e) hereof.

(ii) The Trustee may resign at any time upon the giving of at least 60
days' advance written notice to the Trust; provided, that such resignation shall
not become effective unless and until a successor Trustee shall have been
appointed by the Managing Owner in accordance with Section 2(e) hereof. If the
Managing Owner does not act within such 60 day period, the Trustee may apply to
the Court of Chancery of the State of Delaware for the appointment of a
successor Trustee.

(b) POWERS. Except to the extent expressly set forth in this
Section 2 and Sections 3 and 24, the duty and authority of the Trustee to manage
the business and affairs of the Trust are hereby delegated to the Managing
Owner. The Trustee shall have only the rights, obligations or liabilities
specifically provided for herein and in the Act and shall have no implied
rights, obligations or liabilities with respect to the business or affairs of
the Trust. The Trustee shall have the power and authority to execute, deliver,
acknowledge and file all necessary documents, including any amendments to or
cancellation of the Certificate of Trust, and to maintain all necessary records
of the Trust as required by the Act. The Trustee shall provide prompt notice to
the Managing Owner of the Trustee's performance of any of the foregoing. The
Managing Owner shall keep the Trustee informed of any actions taken by the
Managing Owner with respect to the Trust that affect the rights, obligations or
liabilities of the Trustee hereunder or under the Act.

(c) COMPENSATION AND EXPENSES OF THE TRUSTEE. The Trustee shall be
entitled to receive from the Trust or, if the assets of the Trust are
insufficient, from the Managing Owner reasonable compensation for its services
hereunder in accordance with the Trustee's standard fee schedule, and shall be
entitled to be reimbursed by the Trust or, if the assets of the Trust are
insufficient, by the Managing Owner for reasonable out-of-pocket expenses
incurred by the Trustee in the performance of its duties hereunder, including
without limitation, the reasonable compensation, out-of-pocket expenses and
disbursements of counsel and such other agents as the Trustee may employ in
connection with the exercise and performance of its rights and duties hereunder,
to the extent attributable to the Trust.

(d) INDEMNIFICATION. The Managing Owner agrees, whether or not any
of the transactions contemplated hereby shall be consummated, to assume
liability for, and do hereby indemnify, protect, save and keep harmless the
Trustee and its successors, assigns, legal representatives, officers, directors,
agents and servants (the "Indemnified Parties") from and against any and all
liabilities, obligations, losses, damages, penalties, taxes (excluding any taxes
payable by the Trustee on or measured by any compensation received by the
Trustee for its services hereunder or as indemnity payments pursuant to this
Section 2(d)), claims, actions, suits, costs, expenses or disbursements
(including legal fees and expenses) of any kind and nature whatsoever
(collectively, "Expenses"), which may be imposed on, incurred by or asserted
against the Indemnified Parties in any way relating to or arising out of the
formation, operation or termination of the Trust, the execution, delivery and
performance of any other agreements to which the Trust is a party or the action
or inaction of the Trustee hereunder or thereunder, except for Expenses
resulting from the gross negligence or willful misconduct of the Indemnified
Parties. The indemnities contained in this Section 2(d) shall survive the
termination of this Declaration and Agreement of Trust or the removal or
resignation of the Trustee. In addition, the Indemnified Parties shall be
entitled to indemnification from any cash, net equity in any commodity futures,
forward and option contracts, all funds on deposit in the accounts of the Trust,
any other property held by the Trust, and all proceeds therefrom, including any
rights of the Trust pursuant to any agreements to which the Trust is a party
(the "Trust Estate") to the extent such expenses are attributable to the
formation, operation or termination of the Trust as set forth above, and to
secure the same the Trustee shall have a lien against the Trust Estate which
shall be prior to the rights of the Managing Owner and the Unitholders to
receive distributions from the Trust Estate. The Trustee nevertheless agrees
that it will, at its own cost and expense, promptly take all action as may be
necessary to discharge any liens on any part of the Trust Estate which result
from claims against the Trustee personally that are not related to the ownership
or the administration of the Trust Estate or the transactions contemplated by
any documents to which the Trust is a party.

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(e) SUCCESSOR TRUSTEE. Upon the resignation or removal of the
Trustee, the Managing Owner shall appoint a successor Trustee by delivering a
written instrument to the outgoing Trustee. Any successor Trustee must satisfy
the requirements of Section 3807 of the Act. Any resignation or removal of the
Trustee and appointment of a successor Trustee shall not become effective until
a written acceptance of appointment is delivered by the successor Trustee to the
outgoing Trustee and the Managing Owner and any fees and expenses due to the
outgoing Trustee are paid. Following compliance with the preceding sentence,
the successor Trustee shall become fully vested with all of the rights, powers,
duties and obligations of the outgoing Trustee under this Declaration and
Agreement of Trust, with like effect as if originally named as Trustee, and the
outgoing Trustee shall be discharged of its duties and obligations under this
Declaration and Agreement of Trust.

(f) LIABILITY OF THE TRUSTEE. Except as otherwise provided in this
Section 2, in accepting the trust created hereby, Wilmington Trust Company acts
solely as Trustee hereunder and not in its individual capacity, and all persons
having any claim against the Trustee by reason of the transactions contemplated
by this Declaration and Agreement of Trust and any other agreement to which the
Trust is a party shall look only to the Trust Estate for payment or satisfaction
thereof. The Trustee shall not be liable or accountable hereunder or under any
other agreement to which the Trust is a party, except for the Trustee's gross
negligence or willful misconduct. In particular, but not by way of limitation:

(i) the Trustee shall have no liability or responsibility for
the validity or sufficiency of this Declaration and Agreement of Trust
or for the form, character, genuineness, sufficiency, value or validity
of the Trust Estate;

(ii) the Trustee shall not be liable for any actions taken or
omitted to be taken by it in accordance with the instructions of the
Managing Owner;

(iii) the Trustee shall not have any liability for the acts or
omissions of the Managing Owner;

(iv) the Trustee shall not be liable for its failure to
supervise the performance of any obligations of the Managing Owner, any
commodity broker, any selling agent, any additional selling agent,
"wholesaler" selling agent or "correspondent" selling agent;

(v) no provision of this Declaration and Agreement of Trust
shall require the Trustee to expend or risk funds or otherwise incur any
financial liability in the performance of any of its rights or powers
hereunder if the Trustee shall have reasonable grounds for believing
that repayment of such funds or adequate indemnity against such risk or
liability is not reasonably assured or provided to it;

(vi) under no circumstances shall the Trustee be liable for
indebtedness evidenced by or other obligations of the Trust arising
under this Declaration and Agreement of Trust or any other agreements to
which the Trust is a party;

(vii) the Trustee shall be under no obligation to exercise any
of the rights or powers vested in it by this Declaration and Agreement
of Trust, or to institute, conduct or defend any litigation under this
Declaration and Agreement of Trust or any other agreements to which the
Trust is a party, at the request, order or direction of the Managing
Owner or any Unitholders unless the Managing Owner or such Unitholders
have offered to the Trustee security or indemnity satisfactory to it
against the costs, expenses and liabilities that may be incurred by the
Trustee (including, without limitation, the reasonable fees and expenses
of its counsel) therein or thereby; and

(viii) notwithstanding anything contained herein to the
contrary, the Trustee shall not be required to take any action in any
jurisdiction other than in the State of Delaware if the taking of such
action will (a) require the consent or approval or authorization or
order of or the giving of notice to, or the registration with or taking
of any action in respect of, any state or other governmental authority
or agency of any jurisdiction other than the State of Delaware, (b)
result in any fee, tax or other governmental charge under the laws of
any jurisdiction or any political subdivision thereof in existence as of
the date hereof other than the State of Delaware becoming payable by the
Trustee or (c) subject the Trustee to

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personal jurisdiction other than in the State of Delaware for causes of
action arising from personal acts unrelated to the consummation by the
Trustee of the transactions contemplated hereby.

(g) RELIANCE BY THE TRUSTEE AND THE MANAGING OWNER; ADVICE OF
COUNSEL. (i) In the absence of bad faith, the Trustee and the Managing Owner
may conclusively rely upon certificates or opinions furnished to the Trustee or
the Managing Owner and conforming to the requirements of this Declaration and
Agreement of Trust in determining the truth of the statements and the
correctness of the opinions contained therein, and shall incur no liability to
anyone in acting on any signature, instrument, notice, resolution, request,
consent, order, certificate, report, opinion, bond or other document or paper
which is believed to be genuine and believed to be signed by the proper party or
parties, and need not investigate any fact or matter pertaining to or in any
such document; provided, however, that the Trustee or the Managing Owner shall
have examined any certificates or opinions so as to determine compliance of the
same with the requirements of this Declaration and Agreement of Trust. The
Trustee or the Managing Owner may accept a certified copy of a resolution of the
board of directors or other governing body of any corporate party as conclusive
evidence that such resolution has been duly adopted by such body and that the
same is in full force and effect. As to any fact or matter the method of the
determination of which is not specifically prescribed herein, the Trustee or the
Managing Owner may for all purposes hereof rely on a certificate, signed by the
president or any vice-president or by the treasurer or other authorized officers
of the relevant party, as to such fact or matter, and such certificate shall
constitute full protection to the Trustee or the Managing Owner for any action
taken or omitted to be taken by either of them in good faith in reliance
thereon.

(ii) In the exercise or administration of the trust hereunder and in
the performance of its duties and obligations under this Declaration and
Agreement of Trust, the Trustee, at the expense of the Trust, (i) may act
directly or through its agents, attorneys, custodians or nominees pursuant to
agreements entered into with any of them, and the Trustee shall not be liable
for the conduct or misconduct of such agents, attorneys, custodians or nominees
if such agents, attorneys, custodians or nominees shall have been selected by
the Trustee with reasonable care and (ii) may consult with counsel, accountants
and other skilled professionals to be selected with reasonable care by the
Trustee; provided that the Trustee shall not allocate any of its internal
expenses or overhead to the account of the Trust. The Trustee shall not be
liable for anything done, suffered or omitted in good faith by it in accordance
with the opinion or advice of any such counsel, accountant or other such
persons.

(h) NOT PART OF TRUST ESTATE. Amounts paid to the Trustee from the
Trust Estate, if any, pursuant to this Section 2 shall not be deemed to be part
of the Trust Estate immediately after such payment.

3. PRINCIPAL OFFICE.

The address of the principal office of the Trust is c/o CIS Investments,
Inc., 233 South Wacker Drive, Suite 2300, Chicago, IL 60606. The Trustee is
located at Rodney Square North, 1100 North Market Street, Wilmington, Delaware
19890, Attention: Corporate Trust Administration. The Trustee shall receive
service of process on the Trust in the State of Delaware at the foregoing
address. In the event Wilmington Trust Company resigns or is removed as the
Trustee, the Trustee of the Trust in the State of Delaware shall be the
successor Trustee.

4. BUSINESS.

The Trust's business and purpose is to trade, buy, sell or otherwise
acquire, hold or dispose of all futures contracts including, but not limited to,
those on currencies, interest rates, energy and agricultural products, metals
and stock indices; spot and forward contracts in currencies and precious metals;
any rights pertaining thereto and any options thereon or on physical
commodities; as well as securities and any rights pertaining thereto and any
options thereon, and to engage in all activities necessary, convenient or
incidental thereto. The Trust may also engage in "hedge," arbitrage and cash
trading of any of the foregoing instruments. The Trust may engage in such
business and purpose either directly or through joint ventures, entities or
partnerships, provided that the Trust's participation in any of the foregoing
has no adverse economic or liability consequences for the Unitholders, which
consequences would not be present had the Trust engaged in that same business or
purpose directly.

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The objective of the Trust's business is appreciation of its assets
through speculative trading. The Trust shall have the power to engage in all
activities which are necessary, suitable, desirable, convenient or incidental to
the accomplishment to the foregoing business and purpose. The Trust shall do so
under the direction of the Managing Owner.

5. TERM, DISSOLUTION, FISCAL YEAR AND NET ASSET VALUE.

(a) TERM. The term of the Trust commenced on the day on which the
Certificate of Trust was filed with the Secretary of State of the State of
Delaware pursuant to the provisions of the Act and shall end upon the first to
occur of the following: (1) December 31, 2026; (2) receipt by the Managing
Owner of the determination by Unitholders owning more than 50% of the Units then
owned by Unitholders to dissolve the Trust, notice of which is sent by certified
mail, return receipt requested, to the Managing Owner not less than 90 days
prior to the effective date of such dissolution; (3) the bankruptcy, retirement,
resignation, expulsion, withdrawal, insolvency or dissolution of the Managing
Owner, or any other event that causes the Managing Owner to cease to be managing
owner of the Trust unless within 90 days after such event all Unitholders agree
in writing to continue the business of the Trust and to the appointment,
effective as of the date of such event, of one or more managing owners of the
Trust (except Unitholders owning more than 50% of the Units then outstanding may
agree in writing to the appointment of one or more managing owners to continue
the business of the Trust); (4) the insolvency or bankruptcy of the Trust; (5) a
decline in the aggregate Net Assets of the Trust to less than $2,500,000 (except
as provided in Section 12); (6) a decline in the Net Asset Value per Unit to $50
or less (except as provided in Section 12); (7) dissolution of the Trust
pursuant hereto; or (8) any other event which shall make it unlawful for the
existence of the Trust to be continued or require dissolution of the Trust.

(b) DISSOLUTION. Upon the occurrence of an event causing the
dissolution of the Trust, the Trust shall be dissolved and its affairs wound up.
Upon the dissolution of the Trust, the Managing Owner or, in the event that
dissolution of the Trust pursuant to Section 5(a)(3) has caused the Managing
Owner to cease to be managing owner of the Trust, a person or persons approved
by the affirmative vote of more than 50% of the Units then owned by Unitholders,
shall wind up the Trust's affairs and, in connection therewith, shall distribute
the Trust's assets in the following manner and order:

(i) FIRST TO payment and discharge of all claims of creditors
of the Trust (including, to the extent otherwise permitted by law,
creditors who are Unitholders), including by the creation of any reserve
that the Managing Owner (or its successor), in its sole discretion, may
consider reasonably necessary for any losses, contingencies, liabilities
or other matters of or relating to the Trust; provided, however, that if
and when the cause for such reserve ceases to exist, the monies, if any,
then in such reserve shall be distributed in the manner hereinafter
provided; and

(ii) SECOND TO distribution in cash of the remaining assets to
the Unitholders in proportion to their capital accounts, after giving
effect to the allocations pursuant to Section 8 hereof as if the date of
distribution were the end of a calendar year.

(c) FISCAL YEAR. The fiscal year of the Trust shall begin on
January 1 of each year and end on the following December 31; provided, however,
that the first fiscal year of the Trust shall commence on the date its
Certificate of Trust is filed.

(d) NET ASSET VALUE. The Net Assets of the Trust are its assets
less its liabilities determined in accordance with generally accepted accounting
principles. The Net Asset Value per Unit is the Net Assets of the Trust divided
by the number of Units outstanding, subject to the provision of Section 8(a)
hereof.

A futures or futures option contract traded on a United States commodity
exchange shall be valued at the settlement price on the date of valuation. If
such a contract held by the Trust cannot be liquidated on the day with respect
to which Net Assets are being determined, the settlement price on the first
subsequent day on which the contract can be liquidated shall be the basis for
determining the liquidating value of such contract for such day, or such other
value as the Managing Owner may deem fair and reasonable. The liquidating value
of a futures, forward or option contract not traded on a United States commodity
exchange shall mean its liquidating value as determined by the Managing Owner on
a basis consistently applied for each different variety of such contract.

The Managing Owner may only cause the Trust to invest in joint
ventures, entities or partnerships which conform to the foregoing valuation
principles.

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Organizational and initial offering cost reimbursement shall not reduce
Net Asset Value for any purpose, including calculating the redemption value of
Units; however, the amount of organizational and initial offering costs
amortized at each month-end during the amortization period will reduce Net Asset
Value as of each such month-end.

Accrued Incentive Fee (as described in the Prospectus as defined in
Section 9(a)) payable to John W. Henry & Company, Inc., the Trust's trading
advisor ("JWH") (including the portion paid to JWH upon intra-calendar quarter
redemption of certain Units) shall reduce the Net Asset Value of the Trust.

6. NET WORTH OF MANAGING OWNER.

The Managing Owner agrees that at all times so long as it remains the
managing owner of the Trust, it will maintain a Net Worth at an amount not less
than 5% of the total contributions by all Unitholders to the Trust and all
entities of which the Managing Owner is general partner or managing owner. In
no event shall the Managing Owner be required to maintain a net worth in excess
of the greater of (i) $1,000,000 or (ii) the amount which the Managing Owner is
advised by counsel as necessary or advisable to ensure that the Trust is taxed
as a partnership for federal income tax purposes.

7. CAPITAL CONTRIBUTIONS; UNITS; MANAGING OWNER'S LIABILITY.

(a) CAPITAL CONTRIBUTIONS; UNITS. The beneficial interests in the
Trust shall consist of two types: a general liability interest and limited
liability Units. The Managing Owner shall acquire the general liability
interest, and investors shall all acquire limited liability Units.

Upon the initial contribution by the Managing Owner to the Trust, the
Managing Owner became the holder of the general liability interest of the Trust.
Upon his or her contribution to the Trust, each Initial Beneficial Owner became
the holder of a limited liability Unit of the Trust. Upon the Initial Closing
Date (as herein defined), the Trust shall return the capital contribution of
each Initial Beneficial Owner and reacquire and cancel his or her Unit.

No certificates or other evidences of beneficial ownership of the Units
will be issued. The Unitholders' respective capital contributions to the Trust
shall be as shown on the books and records of the Trust.

Every Unitholder, by virtue of having purchased or otherwise acquired
Units, shall be deemed to have expressly consented and agreed to be bound by the
terms of this Declaration and Agreement of Trust.

Any Units acquired by the Managing Owner or any of its affiliates will
be non-voting, and will not be considered outstanding for purposes of
determining whether the majority approval of the outstanding Units has been
obtained.

The general liability interest in the Trust held by the Managing Owner
will be non-voting.

(b) MANAGING OWNER'S LIABILITY. The Managing Owner shall have
unlimited liability for the repayment, satisfaction and discharge of all debts,
liabilities and obligations of the Trust to the full extent, and only to the
extent, of the Managing Owner's assets.

The Managing Owner shall be liable for the acts, omissions, obligations
and expenses of the Trust, to the extent not paid out of the assets of the
Trust, to the same extent that the Managing Owner would be so liable if the
Trust were a partnership under the Delaware Revised Uniform Limited Partnership
Act and the Managing Owner were the general partner of such partnership. The
obligations of the Managing Owner under this paragraph shall be evidenced by its
ownership of the general liability interest.

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The Managing Owner, so long as it is generally liable for the
obligations of the Trust, shall invest in the Trust, as a general liability
interest, no less than 1% of the total capital contributions to the Trust
(including the Managing Owner's contributions). The Managing Owner may (i)
withdraw any interest it may have in excess of such requirement as of any
month-end or (ii) redeem any Units which it may acquire, in each case on the
same terms as any Unitholder (although without early redemption charges).

8. ALLOCATION OF PROFITS AND LOSSES.

(a) CAPITAL ACCOUNTS AND ALLOCATIONS. A capital account shall be
established for each Unit and for the Managing Owner. The initial balance of
each capital account shall be the aggregate amount contributed to the Trust with
respect to a Unit, which amount shall be equal to the Net Asset Value per Unit
on the date each Unit is purchased after all accrued fees, expenses and
Incentive Fee allocations (other than unamortized organizational and initial
offering costs). The Net Asset Value per Unit prior to the Trust commencing
operations has been arbitrarily established by the Managing Owner as $100 per
Unit.

As of the close of business (as determined by the Managing Owner) on the
last business day of each month, any increase or decrease in the Trust's Net
Assets as compared to the last such determination of Net Assets shall be
credited or charged equally to the Units of all Unitholders.

In making the month-end adjustments to the capital accounts described in
the preceding paragraph, capital accounts of all Units shall be adjusted to
reflect the Brokerage Fee at the Primary Brokerage Fee Rate, as defined in
Section 8(c). Each Unitholder eligible for a Special Brokerage Fee Rate
pursuant to Section 8(c) shall, to the extent Units are available for sale, be
credited with additional Units at the their applicable Net Asset Value in an
amount equal to the difference between the adjustment to the such Unitholder's
Units at the Primary Brokerage Fee Rate and the adjustment to the such
Unitholder's Units that would have been made under the applicable Special
Brokerage Fee Rate (the "Brokerage Fee Excess"). The foregoing allocation of
additional Units shall be used solely as a means of efficiently accounting for
the Special Brokerage Fee Rate while preserving a uniform Net Asset Value per
Unit. To the extent Units are not available to be purchased with the Brokerage
Fee Excess as of such date, the Brokerage Fee Excess shall be distributed to the
Unitholder no later than 15 days after such month-end.

(b) ALLOCATION OF PROFIT AND LOSS FOR FEDERAL INCOME TAX PURPOSES.
As of the end of each fiscal year, the Trust's income and expense and capital
gain or loss shall be allocated among the Unitholders (including the Managing
Owner on a Unit-equivalent basis) pursuant to the following provisions of this
Section 8(b) for federal income tax purposes. Allocations of profit and loss
shall be PRO RATA from net capital gain or loss and net ordinary income or loss
realized by the Trust unless allocation of items of gain or income or loss or
expense are necessary to satisfy the requirements in Sections 8(b)(1)(B) and
8(b)(1)(D) that sufficient profit and loss be allocated to tax accounts such
that tax accounts attributable to redeemed Units equal distributions in
redemption of such Units. Notwithstanding the foregoing requirement that annual
allocations of profit and loss be PRO RATA from capital and ordinary income,
gain, loss and expense, adjustments to such allocations shall be made to reflect
the extent to which income or expense is otherwise determined and periodically
allocated to the Unitholders, and such periodic allocations and adjustment shall
be determined in a manner that in the judgment of the Managing Owner is
consistent with the intent of this Section 8(b).

(1) Trust profit and loss shall be allocated as follows:

(A) For the purpose of allocating profit or loss
among the Unitholders, there shall be established a tax account
with respect to each outstanding Unit and with respect to the
Managing Owner. The initial balance of each tax account shall
be the amount contributed to the Trust for each Unit and the
amount contributed by the Managing Owner. As of the end of each
of the first sixty months after the Trust begins operations, the
balance of such tax account shall be reduced by each Unit's
allocable share of the amount of organizational and initial
offering cost reimbursements amortized as of the end of such
month by the Trust, as provided in Section 8(c). As of the end
of each month after the Trust begins operations, the balance of
such tax account shall be further reduced by each Unit's
allocable share of any amount payable by the Trust in respect of
that month for the costs of the ongoing offering of

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Units. The adjustment to reflect the amortization of
organizational and initial offering cost reimbursements as well
as ongoing offering costs shall be made prior to the following
allocations of Trust profit and loss (and shall be taken into
account in making such allocations). Tax accounts shall be
adjusted as of the end of each fiscal year and as of the date a
Unitholder redeems any Units as follows:

(i) Each tax account shall be increased by
the amount of profit allocated to the Unitholder
pursuant to Section 8(b)(1)(B) and 8(b)(1)(C) below.

(ii) Each tax account shall be decreased by
the amount of loss allocated to the Unitholder pursuant
to Section 8(b)(1)(D) and 8(b)(1) (E) below and by the
amount of any distributions the Unitholder has received
with respect to such Unit.

(iii) When a Unit is redeemed, the tax account
attributable to such Unit (determined after making all
allocations set forth in Section 8(b)) shall be
eliminated.

(B) Profits shall be allocated first to each
Unitholder who has redeemed any Units during the fiscal year up
to the excess, if any, of the amount received upon redemption of
the Units over the amount in the Unitholder's tax account
attributable to the redeemed Units.

(C) Profit remaining after the allocation thereof
pursuant to Section 8(b)(1)(B) shall be allocated next among all
Unitholders who hold Units outstanding at the end of the
applicable fiscal year whose capital accounts with respect to
such Units are in excess of their tax accounts in the ratio that
each such Unitholder's excess bears to all such Unitholders'
excesses. Profit remaining after the allocation described in
the preceding sentence shall be allocated among all Unitholders
in proportion to their holdings of outstanding Units.

(D) Loss shall be allocated first to each
Unitholder who has redeemed any Units during the fiscal year up
to the excess, if any, of the amount in such Unitholder's tax
account attributable to the redeemed Units over the amount
received upon redemption of the Units.

(E) Loss remaining after the allocation thereof
pursuant to Section 8(b)(1)(D) shall be allocated next among all
Unitholders who hold Units outstanding at the end of the
applicable fiscal year whose tax accounts with respect to such
Units are in excess of their capital accounts in the ratio that
each such Unitholder's excess bears to all such Unitholders'
excesses. Loss remaining after the allocation pursuant to the
preceding sentence shall be allocated among all Unitholders in
proportion to their holding of outstanding Units.

(2) In the event that a Unit has been assigned, the
allocations prescribed by this Section 8(b) shall be made with respect
to such Unit without regard to the assignment, except that in the year
of assignment the allocations prescribed by this Section 8(b) shall, to
the extent permitted for federal income tax purposes, be allocated
between the assignor and assignee using the interim closing of the books
method.

(3) The allocation for federal income tax purposes of profit
and loss, as set forth herein, is intended to allocate taxable profit
and loss among Unitholders generally in the ratio and to the extent that
net profit and net loss are allocated to such Unitholders under Section
8(a) hereof so as to eliminate, to the extent possible, any disparity
between a Unitholder's capital account and his tax account with respect
to each Unit then outstanding, consistent with the principles set forth
in Section 704(c) of the Code.

(4) Notwithstanding anything herein to the contrary, in the
event that at the end of any Trust taxable year any Unitholder's capital
account is adjusted for, or such Unitholder is allocated, or

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there is distributed to such Unitholder any item described in Treasury
Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6) in an amount not
reasonably expected at the end of such year, and such treatment creates
a deficit balance in such Unitholder's capital account, then such
Unitholder shall be allocated all items of income and gain of the Trust
for such year and for all subsequent taxable years of the Trust until
such deficit balance has been eliminated. In the event that any such
unexpected adjustments, allocations or distributions create a deficit
balance in the capital accounts of more than one Unitholder in any Trust
taxable, all items of income and gain of the Trust for such taxable year
and all subsequent taxable years shall be allocated among all such
Unitholders in proportion to their respective deficit balances until
such deficit balances have been eliminated.

(5) The allocations of profit and loss to the Unitholders
shall not exceed the allocations permitted under Subchapter K of the
Code, as determined by the Managing Owner, whose determination shall be
binding.

The Managing Owner may adjust the allocations set forth in this Section
8(b), in the Managing Owner's discretion, if the Managing Owner believes that
doing so will achieve more equitable allocations or allocations more consistent
with the Code.

(c) EXPENSES. The Managing Owner shall advance all organizational
and initial offering costs incurred in connection with the initial public
offering of Units, for which the Managing Owner shall be reimbursed by the Trust
on the date closing of the initial public offering of Units (the "Initial
Closing Date") and such costs shall be amortized over 60 months beginning with
the end of the calendar month in which the Initial Closing Date occurs. At no
month-end will the amount amortized by the Trust exceed 1/60 of 2% of the
month-end Net Assets of the Trust. The amount amortized each month-end shall be
the lesser of (i) the product of (x) one divided by the number of months
remaining in the amortization period times (y) the unamortized balance of the
capitalized organizational and initial offering costs, or (ii) 1/60 of 2% of
such month-end Net Assets at that month-end. The amount of such expenses
amortized each month shall be allocated on a PRO RATA basis to each Unit
outstanding at such month-end (determined prior to any redemptions). If (i)
the Trust is terminated prior to the end of such 60-month period, or (ii) the
entire amount of the organizational and initial offering costs reimbursed to the
Managing Owner is not amortized at the end of the 60-month period due to the 2%
limitation, the Managing Owner shall return to the Trust, without interest, an
amount equal to the unamortized balance of the capitalized organizational and
initial offering costs.

The Trust shall pay no later than the fifth day of each month to
Cargill Investor Services, Inc., the Trust's clearing broker ("CIS"), the
monthly Brokerage Fee at an annual rate of 6.5% (or approximately 0.542% per
month) of the Trust's assets (after deduction of the Management Fee payable
to the Trust's trading advisor) as of the immediately preceding month-end
(the "Brokerage Fee Rate"); provided that, with respect to the month-end
assets of the Trust attributable to Units held by any Unitholder holding as
of such month-end Units originally issued at an aggregate Net Asset Value of
at least $5,000,000, CIS shall be paid a Brokerage Fee at an annual rate
equal to 5% (or a monthly rate of approximately 0.417%) of the assets (after
deduction of the Management Fee) attributable to such Units ("Special
Brokerage Fee Rate"), as described in the Prospectus. In the event of
Unitholders acquiring Units at more than one time, their Units will be
treated on a "first-in, first-out" basis, as described in the Prospectus, for
purposes of determining whether the Special Brokerage Fee Rate is applicable.

Any goods and services provided to the Trust by the Managing Owner shall
be provided at rates and terms at least as favorable as those which may be
obtained from third parties in arm's-length negotiations. All of the expenses
which are for the Trust's account shall be billed directly to the Trust, as
appropriate. Appropriate reserves may be created, accrued and charged against
Net Assets for contingent liabilities, if any, as of the date any such
contingent liability becomes known to the Managing Owner.

The Trust shall bear the costs of the continuous offering of the Units
(other than selling commissions and ongoing compensation), as incurred; provided
that the Managing Owner shall absorb, without reimbursement from the Trust, all
such costs to the extent that such costs exceed 0.5% of the Trust's average
month-end Net Assets in any fiscal year. The amount of any such costs borne by
the Trust shall be allocated on a PRO RATA basis to each Unit outstanding at any
month-end (determined prior to any redemptions).

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Net Assets, for purposes of calculating the 2% and 0.5% limitations on
organizational and initial offering cost amortization and continuous offering
costs set forth in this Section 8(c), shall be calculated in the same manner as
calculation of the redemption value of a Unit, I.E., net of all accrued fees and
expenses including any accrued Incentive Fee (but prior to redemption charges).

In no event shall organizational and offering expenses (including
redemption fees, but excluding selling commission and ongoing compensation)
exceed 15% of the capital contributions to the Trust.

The Managing Owner shall not allocate any of its internal expenses or
overhead to the account of the Trust.

(d) LIMITED LIABILITY OF UNITHOLDERS. Each Unit, when purchased in
accordance with this Declaration and Agreement of Trust, shall, except as
otherwise provided by law, be fully-paid and nonassessable. Any provisions of
this Declaration and Agreement of Trust to the contrary notwithstanding,
Unitholders (including the Managing Owner, except to the extent otherwise
provided herein) shall be entitled to the same limitation on personal liability
extended to stockholders of private corporations for profit organized under the
General Corporation Law of the State of Delaware.

The Trust will indemnify, to the full extent permitted by law, each
Unitholder (other than the Managing Owner in the event that the Managing Owner
acquires Units) against any claims of liability asserted against such Unitholder
solely because such Unitholder is a beneficial owner of the Trust (other than in
respect of taxes due from such Unitholder as such a beneficial owner).

Every written note, bond, contract, instrument, certificate or
undertaking made or issued by the Managing Owner shall give notice to the effect
that the same was executed or made by or on behalf of the Trust and that the
obligations of any of the foregoing are not binding upon the Unitholders
individually but are binding only upon the assets and property of the Trust, and
that no resort shall be had to the Unitholders' personal property for the
satisfaction of any obligation or claim thereunder, and appropriate references
may be made to this Declaration and Agreement of Trust and may contain any
further recital which the Managing Owner deems appropriate, but the omission
thereof shall not operate to bind the Unitholders individually or otherwise
invalidate any such note, bond, contract, instrument, certificate or
undertaking.

(e) RETURN OF CAPITAL CONTRIBUTIONS. No Unitholder or subsequent
assignee shall have any right to demand the return of its capital contribution
or any profits added thereto, except through redeeming Units or upon dissolution
of the Trust, in each case as provided herein. In no event shall a Unitholder
or subsequent assignee be entitled to demand or receive property other than
cash.

9. MANAGEMENT OF THE TRUST.

(a) AUTHORITY OF THE MANAGING OWNER. Pursuant to Section 3806 of
the Act, the Trust shall be managed by the Managing Owner, and the conduct of
the Trust's business shall be controlled and conducted solely by the Managing
Owner in accordance with this Declaration and Agreement of Trust.

The Managing Owner, to the exclusion of all other Unitholders, shall
control, conduct and manage the business of the Trust. The Managing Owner shall
have sole discretion in determining what distributions of profits and income, if
any, shall be made to the Unitholders (subject to the allocation provisions
hereof), shall execute various documents on behalf of the Trust and the
Unitholders pursuant to powers of attorney and shall supervise the liquidation
of the Trust if an event causing dissolution of the Trust occurs.

The Managing Owner may, in furtherance of the business of the Trust,
cause the Trust to buy, sell, hold or otherwise acquire or dispose of
commodities, futures contracts, options on futures contracts, and spot and
forward contracts traded on exchanges or otherwise, arbitrage positions,
repurchase agreements, interest-bearing securities, deposit accounts and similar
instruments and other assets, and cause the trading of the Trust to be limited
to only certain of the foregoing instruments. The Managing Owner is
specifically authorized to enter into brokerage, custodial and margining
arrangements as described in the prospectus relating to the public offering of
the Units, as it may be supplemented or updated from time to time (the
"Prospectus"). The Managing Owner may engage, and compensate on behalf of the
Trust from funds of the Trust, or agree to share profits and losses with, such
persons, firms or corporations, including (except

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as described in this Declaration and Agreement of Trust) the Managing Owner and
any affiliated person or entity, as the Managing Owner in its sole judgment
shall deem advisable for the conduct and operation of the business of the Trust;
provided, that no such arrangement shall allow brokerage commissions paid by the
Trust in excess of such amount as permitted under the North American Securities
Administrators Association, Inc. Guidelines for the Registration of Commodity
Pool Programs (the "NASAA Guidelines") in effect as of the date of the
Prospectus (I.E., 14% annually -- including pit brokerage and service fees -- of
the Trust's average Net Assets, excluding the assets, if any, not directly
related to trading activity). The Managing Owner shall reimburse the Trust, on
an annual basis, to the extent that the Trust's brokerage commissions have
exceeded 14% of the Trust's average Net Assets during the preceding year.

During any fiscal year of the Trust, if the Management Fee exceeds the
6% annual management fee contemplated by the NASAA Guidelines, the Managing
Owner shall reimburse the Trust for such excess.

The Managing Owner may take such other actions on behalf of the Trust as
the Managing Owner deems necessary or desirable to manage the business of the
Trust.

Any material change in the Trust's basic investment policies or
structure shall require the approval of Unitholders owning more than 50% of the
Units then outstanding. In addition, the Managing Owner shall notify
Unitholders of any material changes relating to the Trust as provided in Section
10 hereof.

The Managing Owner is hereby authorized to perform all duties imposed by
Sections 6221 through 6232 of the Code on the Managing Owner as the "tax matters
partner" of the Trust.

All Unitholders, by subscribing to the Units, will be deemed to have
consented to the Managing Owner's selection of: (i) John W. Henry & Company,
Inc. as the Trust's trading advisor; (ii) Cargill Investor Services, Inc. as the
Trust's clearing broker, with whom the Trust's trading assets will be maintained
(it being understood that CIS may place certain Trust assets with a
sub-custodian depository bank and employ the services of a third-party cash
manager solely for purposes of cash management and further that the Managing
Owner may place certain Trust assets in one or more bank accounts in the name of
the Trust and engage a third-party cash manager to manage such assets with the
goal of enhancing the net return on such assets), (iii) CIS Financial Services,
Inc. as the Trust's foreign currency and precious metals counterparty ("CISFS")
and (iv) Cargill Investor Services, Inc. as the Trust's transfer agent. The
Managing Owner is hereby specifically authorized to enter into, on behalf of the
Trust, the Trading Advisory Agreement, the Customer Agreement, Foreign Exchange
Account Agreement, Cash Bullion Account Agreement, the Escrow Agreement, the
Selling Agreement and the Transfer Agent Agreement referred to in the
Prospectus.

(b) FIDUCIARY DUTIES. The Managing Owner shall be under a fiduciary
duty to conduct the affairs of the Trust in the best interests of the Trust,
provided that the Managing Owner shall not be obligated to engage in any conduct
on behalf of the Trust to the detriment of any other commodity pool to which the
Managing Owner owes similar fiduciary duties. Except as otherwise provided
herein or disclosed in the Prospectus, the Unitholders will under no
circumstances be deemed to have contracted away the fiduciary obligations owed
them by the Managing Owner under the common law. The Managing Owner's fiduciary
duty includes, among other things, the safekeeping of all funds and assets of
the Trust and the use thereof for the benefit of the Trust. The funds of the
Trust will not be commingled with the funds of any other person or entity
(deposit of funds with a commodity or securities broker, clearinghouse or
forward dealer shall not be deemed to constitute "commingling" for these
purposes). The Managing Owner will take no actions with respect to the property
of the Trust which do not benefit the Trust. The Managing Owner shall at all
times act with integrity and good faith and exercise due diligence in all
activities relating to the conduct of the business of the Trust and in resolving
conflicts of interest.

(c) LOANS; INVESTMENTS. Except as otherwise provided in Section
8(c), the Trust shall not make loans to any party. The Managing Owner shall
make no loans to the Trust unless approved by the Unitholders in accordance with
Section 19(a). If the Managing Owner makes a loan to the Trust, the Managing
Owner shall not receive interest in excess of its interest costs, nor may the
Managing Owner receive interest in excess of the amounts which would be charged
to the Trust (without reference to the Managing Owner's financial resources or
guarantees) by unrelated banks on comparable loans for the same purpose. The
Managing Owner shall not receive "points" or other financing charges or fees
regardless of the amount. The Trust shall not invest in any debt instruments
other than Government Securities and

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other Commodity Futures Trading Commission ("CFTC")-authorized investments, or
invest in any equity security without prior notice to Unitholders.

(d) CERTAIN CONFLICTS OF INTEREST PROHIBITED. No person or entity
may receive, directly or indirectly, any advisory or management fees, profit
shares or any profit-sharing allocation, from joint ventures, partnerships or
similar arrangements in which the Trust participates, for investment advice or
management who shares or participates in any commodity brokerage commissions
paid by the Trust; no broker may pay, directly or indirectly, rebates or
give-ups to any trading advisor, manager or joint venturer, or to the Managing
Owner or any of its affiliates; and such prohibitions may not be circumvented by
any reciprocal business arrangements. No trading advisor shall be affiliated
with the Trust's commodity broker or any of its affiliates.

(e) CERTAIN AGREEMENTS. Any agreements between the Trust and the
Managing Owner or any affiliate of the Managing Owner, or a trading advisor,
shall be terminable by the Trust, without penalty, on no more than 60 days'
written notice.

In addition to any specific contract or agreements described herein,
the Trust and the Managing Owner on behalf of the Trust may enter into any
other contracts or agreements specifically described in or contemplated by
the Prospectus without any further act, approval or vote of the Unitholders,
notwithstanding any other provisions of this Declaration and Agreement of
Trust, the Act or any applicable laws, rules or regulations; provided,
however, any material change in the Trust's basic investment policies or
structure shall require the approval of Unitholders owning more than 50% of
the Units then outstanding and the Managing Owner shall notify Unitholders of
any material changes relating to the Trust as provided in Section 10 hereof.

The Managing Owner shall not enter into any advisory agreement with any
trading advisor that does not satisfy the relevant experience requirements under
the NASAA Guidelines (I.E., a minimum of three years' experience in the managed
futures industry).

The maximum period covered by any contract entered into by the Trust,
except for the various provisions of the Selling Agreement which survive the
final closing of the sale of the Units, shall not exceed one year.

The Managing Owner is hereby specifically authorized (i) to enter into,
deliver and perform on behalf of the Trust the Trading Advisory Agreement,
Selling Agreement on the terms described in the Prospectus, (ii) to enter into,
deliver and perform on behalf of the Trust, as the case may be, the Escrow
Agreement, the Customer Agreement, the Foreign Exchange Account Agreement, the
Cash Bullion Account Agreement and the Transfer Agent Agreement as referred to
in the Prospectus, (iii) to consent, at its sole discretion, to the selection
and appointment by CIS, in its capacity as the Trust Lead Selling Agent, of one
or more Wholesalers, Additional Selling Agents and Correspondents as described
in the Prospects and in accordance with the terms of the Selling Agreement and
(iv) in the event that the Managing Owner determines to deposit Trust assets in
one or more bank accounts in the name of the Trust at a bank ("Custodian") and
engage the services of a third-party cash manager to manage such assets, to
enter into and deliver an appropriate cash management agreement and any related
agreement.

The brokerage commissions paid by the Trust shall be competitive. The
Trust shall seek the best price and services available for its commodity
transactions.

Initially all of the Trust's assets will be deposited in the Trust's
account with CIS and CISFS. CIS and CISFS will credit the Trust on the fifth
business day of each month with interest income on 100% of the Trust's average
daily assets on deposit with CIS and CISFS, respectively, during the previous
month at the average 91-day U.S. Treasury bill rate for that month in respect of
deposits denominated in dollars and at applicable rates described in the
Prospectus in respect of deposits denominated in currencies other than dollars
(which may be zero in certain cases). The Trust and the Managing Owner
reserve the right to deposit, at any time, a portion of Trust assets with a
Custodian and engage the services of a third-party cash manager to manage such
assets with the goal of enhancing net return on such assets.

(f) PROHIBITION ON "PYRAMIDING." The Trust is prohibited from
employing the trading technique commonly known as "pyramiding." A trading
manager or advisor of the Trust taking into account the Trust's open-trade
equity on existing positions in determining generally whether to acquire
additional commodity positions on behalf of the Trust will not be considered to
be engaging in "pyramiding."

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(g) FREEDOM OF ACTION. The Managing Owner is engaged, and may in
the future engage, in other business activities and shall not be required to
refrain from any other activity nor forgo any profits from any such activity,
whether or not in competition with the Trust. Neither the Trust nor any of the
Unitholders shall have any rights by virtue of this Declaration and Agreement of
Trust in and to such independent ventures or the income or profits derived
therefrom. Unitholders may similarly engage in any such other business
activities. The Managing Owner shall devote to the Trust such time as the
Managing Owner may deem advisable to conduct the Trust's business and affairs.

10. AUDITS AND REPORTS TO UNITHOLDERS.

The Trust's books shall be audited annually by an independent
certified public accountant. The Trust shall cause each Unitholder to
receive (i) within 90 days after the close of each fiscal year certified
financial statements for the fiscal year then ended, (ii) within 90 days of
the end of each fiscal year (but in no event later than March 15 of each
year) such tax information as is necessary for a Unitholder to complete its
federal income tax return and (iii) such other annual and monthly information
as the CFTC may by regulation require. The Managing Owner shall include in
the annual reports sent to Unitholders an approximate estimate (calculated as
accurately as may be reasonably practicable) of the round-turn equivalent
brokerage commission rate paid by the Trust during the preceding year
(including forward contracts on a futures-equivalent basis for purposes of
such calculation).

Unitholders or their duly authorized representatives may inspect the
books and records of the Trust, (which do not include records of the Trust's
trades) during normal business hours upon reasonable written notice to the
Managing Owner and obtain copies of such records upon payment of reasonable
reproduction costs; provided, however, that upon request by the Managing Owner,
the requesting Unitholder shall represent that the inspection and/or copies of
such records will not be used for commercial purposes unrelated to such
Unitholder's interest as a beneficial owner of the Trust. The Managing Owner
shall have the right to keep confidential from the Unitholders, for such period
of time as the Managing Owner deems reasonable, any information that the
Managing Owner reasonably believes to be in the nature of trade secrets or other
information the disclosure of which the Managing Owner in good faith believes is
not in the best interest of the Trust or could damage the Trust or its business
or which the Trust is required by law or by agreement with a third party to keep
confidential.

The Managing Owner shall calculate the Net Asset Value per Unit on a
monthly basis and sell and redeem Units at Net Asset Value.

The Managing Owner shall notify the Unitholders of (i) changes to the
trading method of the Trust's trading advisor which the Managing Owner believes
to be material, (ii) changes in Brokerage Fees, Incentive Fee or other fees paid
by the Trust or (iii) material changes in the basic investment policies or
structure of the Trust. The Managing Owner shall so notify Unitholders, by
certified mail or other means of notification providing for evidence of
delivery, prior to any such change. Such notification shall set forth the
Unitholders' voting and redemption rights. The Managing Owner will send written
notice to each Unitholder within seven days of any decline in the Net Asset
Value per Unit to 50% or less of such value as of the previous month-end. Any
such notice shall contain a description of the Unitholders' voting and
redemption rights. The Trust shall pay the cost of any notification delivered
pursuant to this paragraph.

The Managing Owner shall prepare or cause to be prepared and shall file
on or before the due date (or any extension thereof) any federal, state or local
tax returns required to be filed by the Trust. The Managing Owner shall cause
the Trust to pay any taxes payable by the Trust; provided, however, that such
taxes need not be paid if the Managing Owner or the Trust is in good faith and
by appropriate legal proceedings contesting the validity, applicability or
amount thereof, and such contest does not materially endanger any right or
interest of the Trust.

The Managing Owner shall maintain and preserve all required records
relating to the Trust for a period of not less than six years from the receipt
of such records.

In particular, and not by way of limitation, the Managing Owner will
retain all Subscription Agreement and Power of Attorney Signature Pages
submitted by persons admitted as Unitholders, and all other records necessary to
substantiate that Units are sold only to purchasers for whom the Units are a
suitable investment, for at least six years after Units are sold to such
persons.

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The Managing Owner shall seek the best price and services for the
Trust's trading, and will, with the assistance of the Trust's commodity
broker(s), make an annual review of the commodity brokerage arrangements
applicable to the Trust. In connection with such review, the Managing Owner
will ascertain, to the extent practicable, the commodity brokerage rates charged
to other major commodity pools whose trading and operations are, in the opinion
of the Managing Owner, comparable to those of the Trust, in order to assess
whether the rates charged the Trust are reasonable in light of the services it
receives and the terms upon which the Trust was promoted to subscribers. If, as
a result of such review, the Managing Owner determines that such rates are
unreasonable in light of the services provided to the Trust and the terms upon
which the Trust was promoted, the Managing Owner will notify the Unitholders,
setting forth the rates charged to the Trust and several funds which are, in the
Managing Owner's opinion, comparable to the Trust. The Managing Owner shall
also make an annual review of the spot and forward trading arrangements for the
Trust in an attempt to determine whether such arrangements are competitive with
those of other comparable pools in light of the circumstances.

11. ASSIGNABILITY OF UNITS.

Each Unitholder expressly agrees that it will not assign, transfer or
dispose of, by gift or otherwise, any of its Units or any part or all of its
right, title and interest in the capital or profits of the Trust in violation of
any applicable federal or state securities laws or, except by involuntary
operation of law, without giving written notice to the Managing Owner. No
assignment, transfer or disposition by an assignee of Units or of any part of
its right, title and interest in the capital or profits of the Trust shall be
effective against the Trust, the Trustee or the Managing Owner until the
Managing Owner has received the written notice of the assignment; the Managing
Owner shall not be required to give any assignee any rights hereunder prior to
receipt of such notice. The Managing Owner may, in its sole discretion, waive
any such notice. No such assignee, except with the consent of the Managing
Owner, may become a substituted Unitholder, nor will the estate or any
beneficiary of a deceased Unitholder or assignee have any right to redeem Units
from the Trust except by redemption as provided in Section 12 hereof. The
Managing Owner's consent is required for the admission of a substituted
Unitholder, and the Managing Owner intends to so consent; provided, that the
Managing Owner and the Trust receive an opinion of counsel to the Managing Owner
and of counsel to the Trust that such admission will not adversely affect the
classification of the Trust as a partnership for federal income tax purposes;
and provided further, that an assignee shall not become a substituted Unitholder
without first having executed an instrument reasonably satisfactory to the
Managing Owner accepting and adopting the terms and provisions of this
Declaration and Agreement of Trust, including a Subscription Agreement and Power
of Attorney Signature Page, a counterpart signature page to this Declaration and
Agreement of Trust or other comparable document, and without having paid to the
Trust a fee sufficient to cover all reasonable expenses of the Trust in
connection with its admission as a substituted Unitholder. Each Unitholder
agrees that with the consent of the Managing Owner any assignee may become a
substituted Unitholder without need of the further act or approval of any
Unitholder. If the Managing Owner withholds consent, an assignee shall not
become a substituted Unitholder, and shall not have any of the rights of a
Unitholder, except that the assignee shall be entitled to receive that share of
capital and profits and shall have that right of redemption to which its
assignor would otherwise have been entitled. No assignment, transfer or
disposition of Units shall be effective against the Trust or the Managing Owner
until the last day of the month in which the Managing Owner receives notice of
such assignment, transfer or disposition.

12. REDEMPTIONS.

A Unitholder (including the Managing Owner except to the extent that its
power to redeem is limited by any other provision of this Declaration and
Agreement of Trust) to the extent that it owns Units or any assignee of Units of
whom the Managing Owner has received written notice as described above, may
redeem all or part of its Units, effective as of the close of business (as
determined by the Managing Owner) on the last day of any month, provided, that
(i) all liabilities, contingent or otherwise, of the Trust, except any liability
to Unitholders on account of their capital contributions, have been paid or
there remains property of the Trust sufficient to pay them, (ii) the Unitholder
redeems at least $1,000 of Units, (iii) in the case of partial redemption, such
Unitholder's investment in the Trust after the partial redemption will be at
least $1,000, and (iv) the Managing Owner shall have timely received a request
for redemption (as provided below). If Units are redeemed by a Unitholder at a
time when there is an accrued incentive fee due to the Trust's trading advisor,
the amount of such accrual attributable to the Units being redeemed will be
deducted from the redemption proceeds payable to the redeeming Unitholder and
paid to the Trust's trading advisor. Units redeemed on

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or before the end of the eleventh full calendar month after such Units are
issued by the Trust are subject to early redemption charges of 3% of the Net
Asset Value at which they are redeemed. Such charges will be deducted from
redemption proceeds due to the Unitholder making the redemption and will be paid
to CIS. Units are issued, for purposes of determining whether an early
redemption charge is due, as of the date as of which the subscription price of
such Units is invested in the Trust, not when subscriptions are submitted by
Unitholders or accepted by the Managing Owner or subscription funds are accepted
into escrow. No redemption charges shall be applicable to Unitholders who
redeem because the Trust's expenses have been increased.

In the event that a Unitholder acquires Units as of the end of more than
one month, such Units will be treated on a "first-in, first-out" basis for
purposes of identifying which of such Units are being redeemed so as to
determine whether early redemption charges apply.

Requests for redemption as of any month-end must be received by the
Managing Owner on or before the 20th of such month (or, if the 20th is not a
business day, the next business day), or such later date as shall be acceptable
to the Managing Owner.

If as of the close of business (as determined by the Managing Owner) on
any day, the Net Asset Value of a Unit has decreased to less than 50% of the Net
Asset Value per Unit as of the previous month-end or to $50 or less, after
adding back all distributions, the Managing Owner shall cause the Trust to
liquidate all open positions as expeditiously as possible and suspend trading.
Within ten business days after the suspension of trading, the Managing Owner
shall declare a Special Redemption Date. Such Special Redemption Date shall be
a business day within 30 business days from the suspension of trading by the
Trust, and the Managing Owner shall mail notice of such date to each Unitholder
and assignee of Units of whom it has received written notice as described above,
by first-class mail, postage prepaid, not later than ten business days prior to
such Special Redemption Date, together with instructions as to the procedure
such Unitholder or assignee must follow to have its Units redeemed on such Date
(only entire, not partial, interests in the Trust may be redeemed on a Special
Redemption Date, unless otherwise determined by the Managing Owner). Upon
redemption pursuant to a Special Redemption Date, a Unitholder or any other
assignee of whom the Managing Owner has received written notice as described
above, shall receive from the Trust an amount equal to the Net Asset Value of
its Units, determined as of the close of business (as determined by the Managing
Owner) on such Special Redemption Date. No redemption charges shall be assessed
on any such Special Redemption Date. As in the case of a regular redemption, an
assignee shall not be entitled to redemption until the Managing Owner has
received written notice as described above of the assignment, transfer or
disposition under which the assignee claims an interest in the Units to be
redeemed. If, after a Special Redemption Date, the Net Assets of the Trust are
at least $1,000,000 and the Net Asset Value per Unit is in excess of $25, the
Trust may, in the discretion of the Managing Owner, resume trading.

The Managing Owner may at any time and in its discretion declare a
Special Redemption Date, should the Managing Owner determine that it is in the
best interests of the Trust to do so. If the Managing Owner declares a Special
Redemption Date, the Managing Owner shall not be required to again call a
Special Redemption Date (whether or not a Special Redemption Date would
otherwise be required to be called as described above); and the Managing Owner
in its notice of a Special Redemption Date may, at its discretion, establish the
conditions, if any, under which other Special Redemption Dates must be called,
which conditions may be determined in the sole discretion of the Managing Owner,
irrespective of the provisions of the preceding paragraph. The Managing Owner
may also, in its discretion, declare additional regular redemption dates for
Units, permit certain Unitholders to redeem at other than at month-end and waive
the notice period otherwise required to effect redemptions.

Redemption payments will be made within ten business days after the
month-end of redemption, except that under special circumstances, including, but
not limited to, inability to liquidate commodity positions as of a redemption
date or default or delay in payments due the Trust from commodity brokers, banks
or other persons or entities, the Trust may in turn delay payment to Unitholders
or assignees requesting redemption of their Units of the proportionate part of
the Net Asset Value of such Units equal to the proportionate part of the Trust's
aggregate Net Asset Value represented by the sums which are the subject of such
default or delay.

The Managing Owner may require a Unitholder to redeem all or a portion
of such Unitholder's Units if the Managing Owner considers doing so to be
desirable for the protection of the Trust, and will use best efforts to do so to

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the extent necessary to prevent the Trust from being deemed to hold "plan
assets" under the provisions of the Employee Retirement Income Security Act of
1974 ("ERISA") or the Code, with respect to any "employee benefit plan" subject
to ERISA or with respect to any "plan" or "account" subject to Section 4975 of
the Code.

13. OFFERING OF UNITS.

The Managing Owner, on behalf of the Trust shall (i) cause to be filed a
Registration Statement or Registration Statements, and such amendments thereto
as the Managing Owner may deem advisable or necessary, with the Securities and
Exchange Commission for the registration and continuous public offering of the
Units, (ii) use its best efforts to qualify the Units for sale under the
securities laws of such States of the United States or other jurisdictions as
the Managing Owner may deem advisable and (iii) take such action with respect to
the matters described in (i) and (ii) as the Managing Owner may deem advisable
or necessary.

Fractional Units, calculated to five decimal places, may be sold.

All sales of Units in the United States will be conducted by registered
(or exempt) brokers.

The Managing Owner shall not accept any subscriptions for Units if doing
so would cause the Trust to hold "plan assets" under ERISA or the Code with
respect to any "employee benefit plan" subject to ERISA or with respect to any
"plan" or "account " subject to Section 4975 of the Code. If a subscriber has
its subscription reduced for such reason, such subscriber shall be entitled to
rescind its subscription in its entirety even though subscriptions are otherwise
irrevocable.

All subscriptions will be held in escrow by The First National Bank of
Chicago (the "Escrow Agent"). The Trust shall not commence trading operations
unless and until the Managing Owner has accepted subscriptions for Units
representing an aggregate offering price of $10,000,000 pursuant to the Trust's
initial public offering of Units. The interest actually earned on subscriptions
funds while held in escrow will be invested in the Trust, and each subscriber
will be issued additional Units reflecting the subscriber's attributable share
of such interest. The Managing Owner may terminate any offering of Units at any
time. The aggregate of all capital contributions shall be available to the
Trust to carry on its business, and no interest shall be paid by the Trust on
any such contributions after such contributions are released by the Escrow
Agent.

14. ADDITIONAL OFFERINGS.

The Managing Owner may, in its discretion, continue, suspend or
discontinue the public offering of the Units, as well as make additional public
or private offerings of Units, provided that the net proceeds to the Trust of
any such sales shall in no event be less than the Net Asset Value per Unit (as
defined in Section 5(d)) at the time of sale (unless the new Unit's
participation in the profits and losses of the Trust is appropriately adjusted).
No Unitholder shall have any preemptive, preferential or other rights with
respect to the issuance or sale of any additional Units, other than as set forth
in the preceding sentence.

15. SPECIAL POWER OF ATTORNEY.

Each Unitholder by virtue of having purchased or otherwise acquired
Units does hereby irrevocably constitute and appoint the Managing Owner and each
officer of the Managing Owner, with full power of substitution, as its true and
lawful attorney-in-fact, in its name, place and stead, to execute, acknowledge,
swear to (and deliver as may be appropriate) on its behalf and file and record
in the appropriate public offices and publish (as may in the reasonable judgment
of the Managing Owner be required by law): (i) this Declaration and Agreement
of Trust, including any amendments and/or restatements hereto duly adopted as
provided herein; (ii) certificates in various jurisdictions, and amendments
and/or restatements thereto; (iii) all conveyances and other instruments which
the Managing Owner deems appropriate to qualify or continue the Trust in the
State of Delaware and the jurisdictions in which the Trust may conduct business,
or which may be required to be filed by the Trust or the Unitholders under the
laws of any jurisdiction or under any amendments or successor statutes to the
Act, to reflect the dissolution or termination of the Trust or the Trust being
governed by any amendments or successor statutes to the Act or to reorganize or
refile the Trust in a different jurisdiction;

A-16
<PAGE>

and (iv) to file, prosecute, defend, settle or compromise litigation, claims or
arbitrations on behalf of the Trust. The Power of Attorney granted herein shall
be irrevocable and deemed to be a power coupled with an interest (including,
without limitation, the interest of the other Unitholders in the Managing Owner
being able to rely on its authority to act as contemplated by this Section 15)
and shall survive and shall not be affected by the subsequent incapacity,
disability or death of a Unitholder.

16. WITHDRAWAL OF A UNITHOLDER.

The Trust shall be dissolved upon the death, insanity, bankruptcy,
retirement, resignation, expulsion, withdrawal, insolvency or dissolution of the
Managing Owner, or any other event that causes the Managing Owner to cease to be
the managing owner of the Trust, unless the Trust is continued pursuant to the
terms of Section 5(a)(3). In addition, the Managing Owner may withdraw from the
Trust, without any breach of this Declaration and Agreement of Trust, at any
time upon 120 days' written notice by first class mail, postage prepaid, to the
Trustee, each Unitholder and each assignee of whom the Managing Owner has
notice. If the Managing Owner withdraws from the Trust and all Unitholders
agree in writing to continue the business of the Trust and to the appointment,
effective as of the date of withdrawal of the Managing Owner, of one or more
managing owners, the Managing Owner shall pay all expenses incurred as a result
of its withdrawal. Upon removal or withdrawal, the Managing Owner shall be
entitled to redeem its interest in the Trust at its Net Asset Value on the next
valuation date following the date of removal or withdrawal.

The Managing Owner may not assign its general liability interest or its
obligation to manage the Trust without the consent of each Unitholder; provided,
however, that the consent of Unitholders is not required if the Managing Owner
assigns its general liability interest and its obligation to manage the Trust to
an entity controlling, controlled by or under common control with the Managing
Owner, provided that such entity (i) expressly assumes all obligations of the
Managing Owner under this Declaration and Agreement of Trust and (ii) is
entitled to act in the capacity of managing owner for the benefit of the Trust.
The Managing Owner shall notify all Unitholders of such assignment. The
Managing Owner will notify all Unitholders of any change in the principals of
the Managing Owner.

The death, incompetency, withdrawal, insolvency or dissolution of a
Unitholder or any other event that causes a Unitholder to cease to be a
beneficial owner (within the meaning of the Act) in the Trust shall not
terminate or dissolve the Trust, and a Unitholder, the Unitholder's estate,
custodian or personal representative shall have no right to redeem or value such
Unitholder's interest except as provided in Section 12 hereof. Each Unitholder
that is a natural person expressly agrees that in the event of his or her death,
he or she waives on behalf of himself or herself and his or her estate, and
directs the legal representatives of his or her estate and any person interested
therein to waive, the furnishing of any inventory, accounting or appraisal of
the assets of the Trust and any right to an audit or examination of the books of
the Trust. Nothing in this Section 16 shall, however, waive any right given
elsewhere in this Declaration and Agreement of Trust for Unitholders to be
informed of the Net Asset Value of their Units, to receive periodic reports,
audited financial statements and other information from the Managing Owner or
the Trust or to redeem or transfer Units.

17. BENEFIT PLAN INVESTORS.

Each Unitholder or assignee that is an "employee benefit plan" as
defined in and subject to ERISA, or a "plan" as defined in Section 4975 of the
Code (each such employee benefit plan and plan, a "Plan"), and each fiduciary
thereof who has caused the Plan to become a Unitholder or assignee (a "Plan
Fiduciary"), represents and warrants that: (a) the Plan Fiduciary has
considered an investment in the Trust by such Plan in light of the risks
relating thereto; (b) the Plan Fiduciary has determined that, in view of such
considerations, the investment in the Trust by the Plan is consistent with the
Plan Fiduciary's responsibilities under ERISA; (c) the investment in the Trust
by the Plan does not violate, and is not otherwise inconsistent with, the terms
of any legal document constituting the Plan or any trust agreement thereunder;
(d) the Plan's investment in the Trust has been duly authorized and approved by
all necessary parties; (e) none of the Managing Owner, the Trustee, JWH, CIS,
CISFS, any Selling Agent, Wholesaler, Correspondent, the Escrow Agent, any of
their respective affiliates or any of their respective agents or employees: (i)
has investment discretion with respect to the investment of assets of the Plan
used to purchase Units; (ii) has authority or responsibility to or regularly
gives investment advice with respect to the assets of the Plan used to purchase
Units for a fee and pursuant to an agreement or understanding that such advice
will serve as a primary basis for investment decisions with respect to the Plan
and that such advice will be based on the particular investment needs of the
Plan; or (iii) is an employer maintaining or contributing to the Plan; and (f)
the Plan Fiduciary: (i)

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<PAGE>

is authorized to make, and is responsible for, the decision of the Plan to
invest in the Trust, including the determination that such investment is
consistent with the requirement imposed by Section 404 of ERISA that Plan
investments be diversified so as to minimize the risks of large losses; (ii) is
independent of the Managing Owner, the Trustee, JWH, CIS, CISFS, any Selling
Agent, Wholesaler, Correspondent, the Escrow Agent, and any of their respective
affiliates; and (iii) is qualified to make such investment decision.

18. STANDARD OF LIABILITY; INDEMNIFICATION.

(a) STANDARD OF LIABILITY FOR THE MANAGING OWNER. The Managing
Owner and its Affiliates, as defined below, shall have no liability to the Trust
or to any Unitholder for any loss suffered by the Trust which arises out of any
action or inaction of the Managing Owner or its Affiliates, if the Managing
Owner, in good faith, determined that such course of conduct was in the best
interests of the Trust, and such course of conduct did not constitute negligence
or misconduct of the Managing Owner or its Affiliates.

(b) INDEMNIFICATION OF THE MANAGING OWNER BY THE TRUST. To the
fullest extent permitted by law, subject to this Section 18, the Managing Owner
and its Affiliates shall be indemnified by the Trust against any losses,
judgments, liabilities, expenses and amounts paid in settlement of any claims
sustained by them in connection with the Trust; provided that such claims were
not the result of negligence or misconduct on the part of the Managing Owner or
its Affiliates, and the Managing Owner, in good faith, determined that such
conduct was in the best interests of the Trust; and provided further that
Affiliates of the Managing Owner shall be entitled to indemnification only for
losses incurred by such Affiliates in performing the duties of the Managing
Owner and acting wholly within the scope of the authority of the Managing Owner.

Notwithstanding anything to the contrary contained in the preceding two
paragraphs, the Managing Owner and its Affiliates and any persons acting as
selling agent for the Units shall not be indemnified for any losses, liabilities
or expenses arising from or out of an alleged violation of federal or state
securities laws unless (1) there has been a successful adjudication on the
merits of each count involving alleged securities law violations as to the
particular indemnitee and the court approves indemnification of the litigation
costs, or (2) such claims have been dismissed with prejudice on the merits by a
court of competent jurisdiction as to the particular indemnitee and the court
approves indemnification of the litigation costs, or (3) a court of competent
jurisdiction approves a settlement of the claims against a particular indemnitee
and finds that indemnification of the settlement and related costs should be
made.

In any claim for indemnification for federal or state securities law
violations, the party seeking indemnification shall place before the court the
position of the Securities and Exchange Commission, the California Department of
Corporations, the Massachusetts Securities Division, the Missouri Securities
Division, the Pennsylvania Securities Commission, the Tennessee Securities
Division, the Texas Securities Board and any other state or applicable
regulatory authority with respect to the issue of indemnification for securities
law violations.

The Trust shall not bear the cost of that portion of any insurance which
insures any party against any liability the indemnification of which is herein
prohibited.

For the purposes of this Section 18, the term "Affiliates" shall mean
any person acting on behalf of or performing services on behalf of the Trust
who: (1) directly or indirectly controls, is controlled by, or is under common
control with the Managing Owner; or (2) owns or controls 10% or more of the
outstanding voting securities of the Managing Owner; or (3) is an officer or
director of the Managing Owner; or (4) if the Managing Owner is an officer,
director, partner or trustee, is any entity for which the Managing Owner acts in
any such capacity.

Advances from the funds of the Trust to the Managing Owner or its
Affiliates for legal expenses and other costs incurred as a result of any legal
action initiated against the Managing Owner by a Unitholder are prohibited.

Advances from the funds of the Trust to the Managing Owner or its
Affiliates for legal expenses and other costs incurred as a result of a legal
action will be made only if the following three conditions are satisfied: (1)
the legal action relates to the performance of duties or services by the
Managing Owner or its Affiliates on behalf of the Trust; (2) the legal action is
initiated by a third party who is not a Unitholder; and (3) the Managing Owner
or its Affiliates undertake to repay

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<PAGE>

the advanced funds, with interest from the initial date of such advance, to the
Trust in cases in which they would not be entitled to indemnification under the
standard of liability set forth in Section 18(a).

In no event shall any indemnity or exculpation provided for herein be
more favorable to the Managing Owner or any Affiliate than that contemplated by
the NASAA Guidelines as in effect on the date of this Declaration and Agreement
of Trust.

In no event shall any indemnification permitted by this subsection (b)
of Section 18 be made by the Trust unless all provisions of this Section for the
payment of indemnification have been complied with in all respects.
Furthermore, it shall be a precondition of any such indemnification that the
Trust receive a determination of qualified independent legal counsel in a
written opinion that the party which seeks to be indemnified hereunder has met
the applicable standard of conduct set forth herein. Receipt of any such
opinion shall not, however, in itself, entitle any such party to indemnification
unless indemnification is otherwise proper hereunder. Any indemnification
payable by the Trust hereunder shall be made only as provided in the specific
case.

In no event shall any indemnification obligations of the Trust under
this subsection (b) of Section 18 subject a Unitholder to any liability in
excess of the capital contributed by such Unitholder, his or her share of
undistributed profits and assets and the amount of any distributions
wrongfully distributed to such Unitholder.

(c) INDEMNIFICATION BY THE UNITHOLDERS. In the event that the Trust
is made a party to any claim, dispute or litigation or otherwise incurs any loss
or expense as a result of or in connection with any activities of a Unitholder,
obligations or liabilities unrelated to the business of the Trust or as a result
of or in connection with a transfer, assignment or other disposition or an
attempted transfer, assignment or other disposition by a Unitholder or an
assignee of its Units or of any part of its right, title and interest in the
capital or profits of the Trust in violation of this Declaration and Agreement
of Trust, such Unitholder shall indemnify and reimburse the Trust for all loss
and expense incurred, including reasonable attorneys' fees.

The Managing Owner shall indemnify and hold the Trust harmless from all
loss or expense which the Trust may incur (including, without limitation, any
indemnify payments) as a result of the difference between the standard of
liability and indemnity under the Trading Advisory Agreement, the Customer
Agreement, the Foreign Exchange Account Agreement or the Cash Bullion Account
Agreement, on the one hand, and the Managing Owner's standards of liability as
set forth herein, on the other hand.

19. AMENDMENTS; MEETINGS.

(a) AMENDMENTS WITH CONSENT OF THE MANAGING OWNER. If at any time
during the term of the Trust the Managing Owner shall deem it necessary or
desirable to amend this Declaration and Agreement of Trust, the Managing Owner
may proceed to do so, provided that such amendment shall be effective only if
embodied in an instrument approved by the Managing Owner and, pursuant to a vote
called by the Managing Owner, by the holders of Units representing a majority of
the outstanding Units. Such vote shall be taken at least 30 but not more than
60 days after delivery by the Managing Owner to each Unitholder of record by
certified mail of notice of the proposed amendment and voting procedures.
Notwithstanding the foregoing, the Managing Owner may amend this Declaration and
Agreement of Trust without the consent of the Unitholders in order (i) to
clarify any clerical inaccuracy or ambiguity or reconcile any inconsistency
(including any inconsistency between this Declaration and Agreement of Trust and
the Prospectus), (ii) to effect the intent of the allocations proposed herein to
the maximum extent possible in the event of a change in the Code or the
interpretations thereof affecting such allocations, (iii) to attempt to ensure
that the Trust is not treated as an association taxable as a corporation for
federal income tax purposes, (iv) to qualify or maintain the qualification of
the Trust as a trust in any jurisdiction, (v) to delete or add any provision of
or to this Declaration and Agreement of Trust required to be deleted or added by
the Staff of the Securities and Exchange Commission or any other federal agency
or any state "Blue Sky" or similar official or in order to opt to be governed by
any amendment or successor statute to the Act, (vi) to make any amendment to
this Declaration and Agreement of Trust which the Managing Owner deems
advisable, provided that such amendment is for the benefit of and not adverse to
the Unitholders or the Trustee, or that is required by law, (vii) to make any
amendment that is appropriate or necessary, in the opinion of the Managing
Owner, to prevent the Trust or the Managing Owner or its directors, officers or
controlling persons from in any manner being subjected to the provisions of the
Investment Company Act of 1940, as amended, or to avoid causing the assets of
the Trust from being considered for any purpose of ERISA or

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Section 4975 of the Code to constitute assets of any "employee benefit plan," as
defined in and subject to ERISA, or of a "plan," as defined in and subject to
Section 4975 of the Code.

In the event that JWH shall cease to be the sole trading advisor of the
Trust, the Managing Owner shall cause "JWH" to be deleted from the Trust's name
and take all such other actions as shall be necessary or appropriate.

(b) AMENDMENTS AND ACTIONS WITHOUT CONSENT OF THE MANAGING OWNER.
In any vote called by the Managing Owner or pursuant to subsection (c) of this
Section 19, upon the affirmative vote (which may be in person or by proxy) of
more than 50% of the Units then owned by Unitholders, the following actions may
be taken with respect to the Trust, irrespective of whether the Managing Owner
concurs: (i) this Declaration and Agreement of Trust may be amended, provided,
however, that approval of all Unitholders shall be required in the case of
amendments changing or altering this Section 19 or extending the term of the
Trust; in addition, reduction of the capital account of any Unitholder or
assignee or modification of the percentage of profits, losses or distributions
to which a Unitholder or an assignee is entitled hereunder shall not be effected
by any amendment or supplement to this Declaration and Agreement of Trust
without such Unitholder's or assignee's written consent; (ii) the Trust may be
dissolved; (iii) the Managing Owner may be removed and replaced; (iv) a new
managing owner or managing owners may be elected if the Managing Owner withdraws
from the Trust; (v) the sale of all or substantially all of the assets of the
Trust may be approved; and (vi) any contract with the Managing Owner or any
affiliate thereof may be disapproved and, as a result, terminated upon 60 days'
notice.

(c) MEETINGS; OTHER. Any Unitholder upon request addressed to the
Managing Owner shall be entitled to obtain from the Managing Owner, upon payment
in advance of reasonable reproduction and mailing costs, a list of the names and
addresses of record of all Unitholders and the number of Units held by each
(which shall be mailed by the Managing Owner to the Unitholder within ten days
of the receipt of the request); provided, that the Managing Owner may require
any Unitholder requesting such information to submit written confirmation that
such information will not be used for commercial purposes. Upon receipt of a
written proposal, signed by Unitholders owning Units representing at least 10%
of all Units then owned by Unitholders, that a meeting of the Trust be called to
vote upon any matter upon which the Unitholders may vote pursuant to this
Declaration and Agreement of Trust, the Managing Owner shall, by written notice
to each Unitholder of record sent by certified mail within 15 days after such
receipt, call a meeting of the Trust. Such meeting shall be held at least 30
but not more than 60 days after the mailing of such notice, and such notice
shall specify the date of, a reasonable place and time for, and the purpose of
such meeting. Such notice shall establish a record date for Units entitled to
vote at the meeting, which shall be not more than 15 days prior to the date
established for such meeting.

The Managing Owner may not restrict the voting rights of Unitholders as
set forth herein.

In the event that the Managing Owner or the Unitholders vote to amend
this Declaration and Agreement of Trust in any material respect, the amendment
will not become effective prior to all Unitholders having an opportunity to
redeem their Units.

(d) CONSENT BY TRUSTEE. The Trustee's written consent to any
amendment of this Declaration and Agreement of Trust shall be required, such
consent not to be unreasonably withheld; provided, however, that the Trustee
may, in its sole discretion, withhold its consent to any such amendment that
would adversely affect any right, duty or liability of, or immunity or indemnity
in favor of, the Trustee under this Declaration and Agreement of Trust or any of
the documents contemplated hereby to which the Trustee is a party, or would
cause or result in any conflict with or breach of any terms, conditions or
provisions of, or default under, the charter documents or by-laws of the Trustee
or any document contemplated hereby to which the Trustee is a party; provided
further, that the Trustee may not withhold consent for any action listed in
subsections 19(b)(ii)-(vi). Notwithstanding anything to the contrary contained
in this Declaration and Agreement of Trust, the Trustee may immediately resign
if, in its sole discretion, the Trustee determines that the Unitholders' actions
pursuant to subsections 19(b)(i)-(vi) would adversely affect the Trustee in any
manner.

20. GOVERNING LAW.

The validity and construction of this Declaration and Agreement of Trust
shall be determined and governed by the laws of the State of Delaware without
regard to principles of conflicts of law; provided, that causes of action for
violations of federal or state securities laws shall not be governed by this
Section 20.

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<PAGE>

21. MISCELLANEOUS.

(a) NOTICES. All notices under this Declaration and Agreement of
Trust shall be in writing and shall be effective upon personal delivery, or if
sent by first class mail, postage prepaid, addressed to the last known address
of the party to whom such notice is to be given, upon the deposit of such notice
in the United States mails.

(b) BINDING EFFECT. This Declaration and Agreement of Trust shall
inure to and be binding upon all of the parties, their successors and assigns,
custodians, estates, heirs and personal representatives. For purposes of
determining the rights of any Unitholder or assignee hereunder, the Trust and
the Managing Owner may rely upon the Trust records as to who are Unitholders and
assignees, and all Unitholders and assignees agree that their rights shall be
determined and they shall be bound thereby.

(c) CAPTIONS. Captions in no way define, limit, extend or describe
the scope of this Declaration and Agreement of Trust nor the effect of any of
its provisions. Any reference to "persons" in this Declaration and Agreement of
Trust shall also be deemed to include entities, unless the context otherwise
requires.

22. CERTAIN DEFINITIONS.

This Declaration and Agreement of Trust contains certain provisions
required by the NASAA Guidelines. The terms used in such provisions are defined
as follows (the following definitions are included VERBATIM from such Guidelines
and, accordingly, may not in all cases be relevant to this Declaration and
Agreement of Trust):

ADMINISTRATOR. The official or agency administering the securities
laws of a state.

ADVISOR. Any Person who for any consideration engages in the business
of advising others, either directly or indirectly, as to the value,
purchase, or sale of Commodity Contracts or commodity options.

AFFILIATE. An Affiliate of a Person means: (a) any Person directly or
indirectly owning, controlling or holding with power to vote 10% or more
of the outstanding voting securities of such Person; (b) any Person 10%
or more of whose outstanding voting securities are directly or
indirectly owned, controlled or held with power to vote, by such Person;
(c) any Person, directly or indirectly, controlling, controlled by, or
under common control of such Person; (d) any officer, director or
partner of such Person; or (e) if such Person is an officer, director or
partner, any Person for which such Person acts in any such capacity.

CAPITAL CONTRIBUTIONS. The total investment in a Program by a
Participant or by all Participants, as the case may be.

COMMODITY BROKER. Any Person who engages in the business of effecting
transactions in Commodity Contracts for the account of others or for his
or her own account.

COMMODITY CONTRACT. A contract or option thereon providing for the
delivery or receipt at a future date of a specified amount and grade of
a traded commodity at a specified price and delivery point.

CROSS REFERENCE SHEET. A compilation of the NASAA Guidelines sections,
referenced to the page of the prospectus, Program agreement, or other
exhibits, and justification of any deviation from the NASAA Guidelines.

NET ASSETS. The total assets, less total liabilities, of the Program
determined on the basis of generally accepted accounting principles.
Net Assets shall include any unrealized profits or losses on open
positions, and any fee or expense including Net Asset fees accruing to
the Program.

NET ASSET VALUE PER PROGRAM INTEREST. The Net Assets divided by the
number of Program Interests outstanding.

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<PAGE>

NET WORTH. The excess of total assets over total liabilities as
determined by generally accepted accounting principles. Net Worth shall
be determined exclusive of home, home furnishings and automobiles.

NEW TRADING PROFITS. The excess, if any, of Net Assets at the end of
the period over Net Assets at the end of the highest previous period or
Net Assets at the date trading commences, whichever is higher, and as
further adjusted to eliminate the effect on Net Assets resulting from
new Capital Contributions, redemptions, or capital distributions, if
any, made during the period decreased by interest or other income, not
directly related to trading activity, earned on Program assets during
the period, whether the assets are held separately or in a margin
account.

ORGANIZATIONAL AND OFFERING EXPENSES. All expenses incurred by the
Program in connection with and in preparing a Program for registration
and subsequently offering and distributing it to the public, including,
but not limited to, total underwriting and brokerage discounts and
commissions (including fees of the underwriters' attorneys), expenses
for printing, engraving, mailing, salaries of employees while engaged in
sales activity, charges of transfer agents, registrars, trustees, escrow
holders, depositories, experts, expenses of qualification of the sale of
its Program Interest under federal and state law including taxes and
fees, accountants' and attorneys' fees.

PARTICIPANT. The holder of a Program Interest.

PERSON. Any natural Person, partnership, corporation, association or
other legal entity.

PIT BROKERAGE FEE. Pit Brokerage Fee shall include floor brokerage,
clearing fees, National Futures Association fees, and exchange fees.

PROGRAM. A limited partnership, joint venture, corporation, trust or
other entity formed and operated for the purpose of investing in
Commodity Contracts.

PROGRAM BROKER. A Commodity Broker that effects trades in Commodity
Contracts for the account of a Program.

PROGRAM INTEREST. A limited partnership interest or other security
representing ownership in a Program.

PYRAMIDING. A method of using all or a part of an unrealized profit in
a Commodity Contract position to provide margin for any additional
Commodity Contracts of the same or related commodities.

SPONSOR. Any Person directly or indirectly instrumental in organizing
a Program or any Person who will manage or participate in the management
of a Program, including a Commodity Broker who pays any portion of the
Organizational and Offering Expenses of the Program, and the general
partner(s) and any other Person who regularly performs or selects the
Persons who perform services for the Program. Sponsor does not include
wholly independent third parties such as attorneys, accountants and
underwriters whose only compensation is for professional services
rendered in connection with the offering of the units. The term
"Sponsor" shall be deemed to include its Affiliates.

VALUATION DATE. The date as of which the Net Assets of the Program are
determined.

VALUATION PERIOD. A regular period of time between Valuation Dates.
Certain terms not defined herein are used with the respective meanings
set forth in the Prospectus.

23. NO LEGAL TITLE TO TRUST ESTATE.

The Unitholders shall not have legal title to any part of the Trust
Estate.

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<PAGE>

24. LEGAL TITLE.

Legal title to all the Trust Estate shall be vested in the Trust as a
separate legal entity; except where applicable law in any jurisdiction requires
any part of the Trust Estate to be vested otherwise, the Managing Owner (or the
Trustee, if required by law) may cause legal title to the Trust Estate of any
portion thereof to be held by or in the name of the Managing Owner or any other
person as nominee.

25. CREDITORS.

No creditors of any Unitholders shall have any right to obtain
possession of, or otherwise exercise legal or equitable remedies with respect
to, the Trust Estate.

IN WITNESS WHEREOF, the undersigned have duly executed this Second
Amended and Restated Declaration and Agreement of Trust and Trust Agreement as
of the day and year first above written.

WILMINGTON TRUST COMPANY
as Trustee

By:
--------------------------------

Name:
-----------------------
Title:
----------------------

CIS INVESTMENTS, INC.
as Managing Owner

By:
-------------------------------
L. Carlton Anderson
Vice President

All Unitholders now and hereafter
admitted as Unitholders of the Trust,
pursuant to powers of attorney now and
hereafter executed in favor of, and
granted and delivered to, the Managing
Owner.

By: CIS INVESTMENTS, IN.
as Attorney-in-Fact

By:
-----------------------------------
L. Carlton Anderson
Vice President

-------------------------------------
as withdrawing Initial Beneficial Owner

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<PAGE>

-------------------------------------
as withdrawing Initial Beneficial Owner

A-24
<PAGE>

EXHIBIT B

JWH GLOBAL TRUST

SUBSCRIPTION REQUIREMENTS

By executing a Subscription Agreement and Power of Attorney Signature Page
for JWH GLOBAL TRUST (THE "TRUST"), each PURCHASER ("PURCHASER") of UNITS OF
BENEFICIAL INTEREST ("UNITS") in the Trust irrevocably subscribes for Units at
the Net Asset Value per Unit ($100 during the Initial Offering Period), as
described in the Trust's PROSPECTUS DATED ______ __, 1997 (THE "PROSPECTUS").
The minimum initial subscription is $5,000; $2,000 for trustees or custodians of
eligible employee benefit plans and individual retirement accounts. Incremental
subscriptions will be accepted in multiples of $100 in excess of such minimums.
Existing Unitholders may make additional investments in the Trust in $1,000
minimums, also with $100 increments. Units are sold in fractions calculated to
five decimal places.

Purchaser is herewith delivering to Purchaser's selling agent
(hereinafter, "Selling Agent") an executed Subscription Agreement and Power
of Attorney Signature Page and either (i) delivering a check in the full
amount of the Purchaser's subscription or (ii) hereby authorizing such
Selling Agent to debit Purchaser's customer securities account maintained
with such Selling Agent for the full amount of Purchaser's subscription in
accordance with the procedures described under "Plan of Distribution --
Subscription Procedure" in the Prospectus. If Purchaser's Subscription
Agreement and Power of Attorney is accepted by CIS INVESTMENTS, INC., the
managing owner of the Trust (the "Managing Owner"), Purchaser agrees to
contribute Purchaser's subscription to the Trust and to be bound by the terms
of the Trust's Declaration and Agreement of Trust (Exhibit A to the
Prospectus), including, without limitation, the provisions of Sections 9,11
and 15 thereof. Purchaser agrees to reimburse the Trust and the Managing
Owner for any expense or loss incurred by either as a result of the
cancellation of Purchaser's Units due to a failure of the Purchaser to
deliver good funds in the amount of the subscription price of any or all of
such Units.

If the undersigned is acting on behalf of an "employee benefit plan," as
defined in and subject to the Employee Retirement Income Security Act of 1974,
as amended ("ERISA"), or any "plan," as defined in Section 4975 of the Internal
Revenue Code of 1986, as amended (the "Code") (each such employee benefit plan
and plan, a "Plan"), the individual signing this Subscription Agreement and
Power of Attorney on behalf of the undersigned, in addition to the
representations and warranties set forth above, hereby further represents and
warrants as, or on behalf of the fiduciary of the Plan responsible for
purchasing a Unit (the "Plan Fiduciary") that: (a) the Plan Fiduciary has
considered an investment in the Trust for such Plan in light of the risks
relating thereto; (b) the Plan Fiduciary has determined that, in view of such
considerations, the investment in the Trust for such Plan is consistent with the
Plan Fiduciary's responsibilities under ERISA; (c) the Plan's investment in the
Trust does not violate and is not otherwise inconsistent with the terms of any
legal document constituting the Plan or any trust agreement thereunder; (d) the
Plan's investment in the Trust has been duly authorized and approved by all
necessary parties; (e) none of the Managing Owner, John W. Henry & Company, Inc.
("JWH"), Cargill Investor Services, Inc. ("CIS"), CIS Financial Services, Inc.
("CISFS"), any Selling Agent, wholesaler or correspondent, The First National
Bank of Chicago (the "Escrow Agent"), Wilmington Trust Company (the "Trustee"),
any of their respective affiliates or any of their respective agents or
employees (i) has investment discretion with respect to the investment of assets
of the Plan used to purchase Units; (ii) has authority or responsibility to or
regularly gives investment advice with respect to the assets of the Plan used to
purchase Units for a fee and pursuant to an agreement or understanding that such
advice will serve as a primary basis for investment decisions with respect to
the Plan and that such advice will be based on the particular investment needs
of the Plan; or (iii) is an employer maintaining or contributing to the Plan;
and (f) the Plan Fiduciary (i) is authorized to make, and is responsible for,
the decision to invest in the Trust, including the determination that such
investment is consistent with the requirement imposed by Section 404 of ERISA
that Plan investments be diversified so as to minimize the risk of large losses,
(ii) is independent of the Managing Owner, JWH, CIS, CISFS, any Selling Agent,
wholesaler or correspondent, the Escrow Agent, the Trustee, and any of their
respective affiliates, and (iii) is qualified to make such investment decision.
The undersigned will, at the request of the Managing Owner, furnish the Managing
Owner with such information as the Managing Owner may reasonably require to
establish that the purchase of Units by the Plan does not violate any provision
of ERISA or the Code, including, without limitation, those provisions relating
to "prohibited transactions" by "parties in interest" or "disqualified persons"
as defined therein.

INVESTOR SUITABILITY

PURCHASER UNDERSTANDS THAT THE PURCHASE OF UNITS MAY BE MADE ONLY BY
PERSONS WHO, AT A MINIMUM, HAVE (I) A NET WORTH OF AT LEAST $150,000
(EXCLUSIVE OF HOME, FURNISHINGS AND AUTOMOBILES) OR (II) AN ANNUAL GROSS
INCOME OF AT LEAST $45,000 AND A NET WORTH (SIMILARLY CALCULATED) OF AT LEAST
$45,000. RESIDENTS OF THE FOLLOWING STATES MUST MEET THE SPECIFIC
REQUIREMENTS SET FORTH BELOW (NET WORTH IS, IN ALL CASES, TO BE CALCULATED
EXCLUSIVE OF HOME, FURNISHINGS AND AUTOMOBILES). IT IS RECOMMENDED
(REQUIRED, IN THE CASE OF AN INDIVIDUAL PENNSYLVANIA PURCHASER) THAT NO
INDIVIDUAL PURCHASER SHOULD (MAY, IN THE CASE OF AN INDIVIDUAL PENNSYLVANIA
PURCHASER) INVEST MORE THAN 10% OF HIS

B-1

<PAGE>

OR HER NET WORTH (EXCLUSIVE OF HOME, FURNISHINGS AND AUTOMOBILES) IN THE UNITS
AND NO ENTITY PURCHASER, INCLUDING ERISA PLANS, SHOULD INVEST MORE THAN 10% OF
ITS LIQUID NET WORTH (READILY MARKETABLE SECURITIES) IN THE UNITS.

1. Arizona -- Net worth of at least $225,000 or a net worth of at least
$60,000 and annual taxable income of at least $60,000.

2. California -- Liquid net worth of at least $100,000 and an annual
taxable income of at least $50,000.

3. Iowa -- Net worth of at least $225,000 or a net worth of at least
$60,000 and an annual taxable income of at least $60,000. Minimum purchase for
individual retirement accounts and employee benefit plans in Iowa is $2,500.

4. Maine -- Minimum subscription per investment, both initial and
subsequent, of $5,000; net worth of at least $200,000 or a net worth of at least
$50,000 and an annual income of at least $50,000. All Maine resident, including
existing Unitholders in the Trust subscribing for additional Units, must execute
a Subscription Agreement and Power of Attorney Signature Page. Maine residents
must sign a Subscription Agreement and Power of Attorney Signature Page
specifically prepared for Maine residents, a copy of which shall accompany this
Prospectus and delivered to all Maine residents.

5. Massachusetts -- Net worth of at least $225,000 or a net worth of at
least $60,000 and annual taxable income of at least $60,000.

6. Michigan -- Net worth of at least $225,000 or a net worth of at least
$60,000 and taxable income during the preceding year of at least $60,000.

7. Minnesota -- Net worth of at least $225,000 or a net worth of at least
$60,000 and an annual income of at least $60,000.

8. Mississippi -- Net worth of at least $225,000 or a net worth of at
least $60,000 and annual taxable income of at least $60,000.

9. Missouri -- Net worth of at least $225,000 or a net worth of at least
$60,000 and annual taxable income of at least $60,000.

10. New Hampshire -- Net worth of at least $250,000 or a net worth of at
least $125,000 and an annual taxable income of at least $50,000.

11. North Carolina -- Net worth of at least $225,000 or a net worth of at
least $60,000 and annual taxable income of at least $60,000.

12. Oklahoma -- Net worth of at least $225,000 or a net worth of %60,000
and an annual income of at least $60,000.

13. Oregon -- Net worth of at least $225,000 or a net worth of at least
$60,00 and an annual income of at least $60,000.

14. Pennsylvania -- Net worth of at least $175,000 or a net worth of at
least $100,000 and an annual income of at least $50,000.

15. South Carolina -- Net worth of at least $100,000 or a net income in
the preceding year some portion of which was subject to maximum federal and
state income tax.

16. South Dakota -- Net worth of at least $225,000 or a net worth of at
least $60,000 and annual taxable income of at least $60,000.

17. Tennessee -- Net worth of at least $250,000 or a net worth of at least
$65,000 and annual taxable income of at least $65,000.

18. Texas -- Net worth of at least $225,000 or a net worth of at least
$60,000 and annual taxable income of at least $60,000.

B-2

<PAGE>

_________________________

In the case of IRA and SEP plans, the foregoing suitability standards are
applicable to the beneficiary of the plan for whose account the Units are being
acquired.

THE FOREGOING SUITABILITY STANDARDS ARE REGULATORY MINIMUMS ONLY. MERELY
BECAUSE PURCHASER MEETS SUCH REQUIREMENTS DOES NOT NECESSARILY MEAN THAT A HIGH
RISK, SPECULATIVE AND ILLIQUID INVESTMENT SUCH AS THE TRUST IS, IN FACT,
SUITABLE FOR PURCHASER.

B-3

<PAGE>

EXHIBIT C

THE EXECUTION COPY OF THE SUBSCRIPTION AGREEMENT AND POWER
OF ATTORNEY ACCOMPANIES THIS PROSPECTUS AS A SEPARATE DOCUMENT

JWH GLOBAL TRUST
UNITS OF BENEFICIAL INTEREST

----------------
BY EXECUTING THIS SUBSCRIPTION AGREEMENT AND POWER OF ATTORNEY
SUBSCRIBERS ARE NOT WAIVING ANY RIGHTS UNDER THE SECURITIES ACT OF 1933
OR THE SECURITIES EXCHANGE ACT OF 1934
----------------

SUBSCRIPTION AGREEMENT AND POWER OF ATTORNEY

JWH GLOBAL TRUST
C/O CIS INVESTMENTS, INC., MANAGING OWNER
233 SOUTH WACKER DRIVE, SUITE 2300
CHICAGO, ILLINOIS 60606

Dear Sirs:

1. SUBSCRIPTION FOR UNITS. I hereby subscribe for the dollar amount of
UNITS OF BENEFICIAL INTEREST ("UNITS") in JWH GLOBAL TRUST (the "Trust") set
forth in the Subscription Agreement and Power of Attorney Signature Page
attached hereto (minimum $5,000; $2,000 for trustees or custodians of eligible
employee benefit plans and individual retirement accounts), at a purchase price
per Unit of $100 during the Initial Offering Period or Net Asset Value during
the Ongoing Offering Period. Incremental subscriptions in excess of the
foregoing minimums are permitted in $100 multiples. Existing investors may
subscribe for additional Units in $1,000 minimums, also with $100 increments.
Fractional Units will be issued to five decimal places. The terms of the
offering of the Units are described in the Prospectus of the Trust dated
_________, 1997 (the "Prospectus"). I have either (i) authorized my selling
agent to debit my customer securities account in the amount of my subscription
or (ii) delivered a check to my selling agent made out to "FNBC, ESCROW AGENT
FOR JWH GLOBAL TRUST." If I have chosen to subscribe by account debit, I
acknowledge that I must have my subscription payment in such account on but not
before the settlement date for my purchase of Units, which will occur no later
than three business days after the acceptance of my subscription. My Registered
Representative shall inform me of such settlement date, on which date my account
will be debited and the amounts so debited will be transmitted directly to the
Escrow Agent. CIS INVESTMENTS, INC. (THE "MANAGING OWNER") may, in its sole and
absolute discretion, accept or reject this subscription in whole or in part.
SUBSCRIPTIONS ARE REVOCABLE FOR FIVE BUSINESS DAYS AFTER SUBMISSION. ALL UNITS
ARE OFFERED SUBJECT TO PRIOR SALE.

Subscriptions generally must be received by the Managing Owner no later
than the 20th of a month (or the next business day if the 20th is not a business
day) in order to be invested in the Units as of the end of the month.

2. REPRESENTATIONS AND WARRANTIES OF SUBSCRIBER. I have received the
Prospectus and, if applicable, an account statement (current within 60 days,
relating to the Trust) and the Trust's most current annual report. I understand
that certain investor suitability standards must be met as a condition of my
investment in the Units. I acknowledge that I satisfy the applicable
requirements relating to net worth and annual income as set forth in "Exhibit B
- -- Subscription Requirements" to the Prospectus. If subscriber is an employee
benefit plan, the investment in the Units by such employee benefit plan is in
compliance with all federal laws relating to such plans. If the Subscriber is a
trust under an employee benefit plan, none of the Trustee, the Managing Owner,
the Trading Advisor, the Futures Broker, the Foreign Currency Broker, any
Selling Agent, Wholesaler or correspondent, or the Escrow Agent, any of their
respective affiliates or any of their respective agents or employees: (i) has
investment discretion with respect to the investment of the assets of such trust
being used to purchase Units; (ii) has authority or responsibility to give or
regularly gives investment advice with respect to such trust assets for a fee
and pursuant to an agreement or understanding that such advise will be based on
the particular investment needs of the trust; or (iii) is an employer
maintaining or contributing to the Trust. If subscriber is not an individual,
the person signing the Subscription Agreement and Power of Attorney Signature
Page on behalf of the subscriber is duly authorized to execute such Signature
Page.

3. POWER OF ATTORNEY. In connection with my purchase of Units, I do
hereby irrevocably constitute and appoint the Managing Owner and its successors
and assigns, as my true and lawful Attorney-in-Fact, with full power of
substitution, in my name, place and stead, to (i) file, prosecute, defend,
settle or compromise litigation, claims or arbitrations on behalf of the Trust
and (ii) make, execute, sign, acknowledge, swear to, deliver, record and file
any documents or instruments which may be considered necessary or desirable by
the Managing Owner to carry out fully the provisions of the Declaration and
Agreement of Trust of the Trust, including, without limitation, the execution of
the said Agreement itself and the execution of all amendments permitted by the
terms thereof. The Power of Attorney granted hereby shall be deemed to be
coupled with an interest, shall be irrevocable, shall survive, and shall not be
affected by, my subsequent death, incapacity, disability, insolvency or
dissolution or any delivery by me of an assignment of the whole or any portion
of my Units.

4. GOVERNING LAW. Subscriber hereby acknowledges and agrees that this
Subscription Agreement and Power of Attorney shall be governed by and be
interpreted in accordance with the laws of the State of Delaware, without regard
to principles of conflicts of laws thereof.

5. RISKS. These securities are speculative and involve a high degree of
risk. Risk factors relating to the Units include the following:

(I) INVESTORS MAY LOSE ALL OR SUBSTANTIALLY ALL OF THEIR INVESTMENT; PAST
PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS; AN INVESTMENT IN
THE TRUST IS SPECULATIVE AND INVOLVES A HIGH DEGREE OF RISK; (II) FUTURES AND
FORWARD TRADING IS SPECULATIVE, VOLATILE AND LEVERAGED, AND INVOLVES A HIGH
DEGREE OF RISK; TRADING ON FOREIGN FUTURES AND INTERBANK FORWARD MARKETS MAY
INVOLVE ADDITIONAL RISKS; (III) THE PERFORMANCE OF THE TRUST'S TRADING ADVISOR
HAS TO DATE EXHIBITED AND IS EXPECTED TO CONTINUE TO EXHIBIT CONSIDERABLE
PERFORMANCE VOLATILITY; THE UNITS ARE SUITABLE ONLY FOR A LIMITED PORTION OF THE
RISK SEGMENT OF AN INVESTMENT PORTFOLIO; (IV) SINGLE-ADVISOR FUNDS SUCH AS THE
TRUST ARE TYPICALLY CONSIDERED -- EVEN AMONG SPECULATIVE MANAGED FUTURES FUNDS
- -- UNUSUALLY HIGH RISK AND VOLATILE INVESTMENTS; MOREOVER, THE TRUST IS
VULNERABLE TO ADVERSE CHANGES AFFECTING THE TRADING ADVISOR WHICH COULD DIRECTLY
IMPACT THE TRUST'S ABILITY TO CONTINUE TRADING; (V) THE TRUST IS SUBJECT TO
SUBSTANTIAL CHARGES, PAYABLE IRRESPECTIVE OF PROFITABILITY, AS WELL AS TO
QUARTERLY INCENTIVE FEE; THE MANAGING OWNER ESTIMATES THAT, ASSUMING THE TRUST
WILL EARN INTEREST INCOME EQUIVALENT TO THE 91-DAY TREASURY BILL RATE PREVAILING
ON OR ABOUT THE DATE OF THE PROSPECTUS, THE TRUST WILL NEED TO ACHIEVE TRADING
PROFITS OF APPROXIMATELY 7.86% IN ITS FIRST TWELVE MONTHS OF TRADING TO OFFSET
EXPENSES; (VI) THE TRUST MAY BE ADVERSELY AFFECTED BY INCREASES IN THE AMOUNT OF
FUNDS MANAGED BY THE TRADING ADVISOR; (VII) THE TRADING ADVISOR IS ALMOST
EXCLUSIVELY A SYSTEMATIC, TREND-FOLLOWING TRADER; MARKET CONDITIONS IN WHICH
STRONG PRICE TRENDS DO NOT DEVELOP TYPICALLY RESULT IN SUBSTANTIAL LOSSES FOR
TREND-FOLLOWING TRADERS; THE NUMBER OF SYSTEMATIC TRADERS HAS INCREASED
SIGNIFICANTLY IN RECENT YEARS, INCREASING COMPETITION AND LOWERING PROFIT
MARGINS.

See "Risk Factors" in the Prospectus beginning at page 15 of the Prospectus.

PLEASE COMPLETE THE SUBSCRIPTION AGREEMENT AND POWER OF ATTORNEY SIGNATURE
PAGE WHICH ACCOMPANIES THIS PROSPECTUS CAREFULLY AND ENSURE THAT YOUR REGISTERED
REPRESENTATIVE KNOWS WHETHER YOU ARE SUBSCRIBING BY CHECK OR ACCOUNT DEBIT.

C-1

<PAGE>

The investor named below, by executing and delivering this Signature Page, by
payment of the purchase price for units of beneficial interest ("Units") in JWH
GLOBAL TRUST (the "Trust") and by either (i) enclosing a check payable to "FNBC,
AS ESCROW AGENT FOR JWH GLOBAL TRUST " or (ii) authorizing the Selling Agent (or
Additional Selling Agent, as the case may be) to debit investor's securities
account in the amount set forth below, hereby subscribes for the purchase of
Units at a purchase price of $100 per Unit during the Initial Offering Period;
100% of the Net Asset Value per Unit during the Ongoing Offering Period.

1) Investment Amount $ |__|__|__|__|__|__|__|__|__|__| (minimum of $5,000,
except $2,000 minimum for IRAs and other qualified accounts; $1,000 minimum for
existing investors making an additional investment; incremental investments of
$100 multiples.)

2) (Check one) / / Check is attached. / / Debit investor's securities
account:
Account # __________________________________________

3) Social Security # |__|__|__| - |__|__| - |__|__|__|__|
Taxpayer ID # |__|__|__| - |__|__| - |__|__|__|__|
Taxable Investors (check one):
/ / Individual Investor
/ / Grantor or Other Revocable Trust
/ / Trust other than Grantor or Revocable Trust
/ / Joint Tenants with Right of Survivorship
/ / Estate
/ / UGMA/UTMA (Minor)
/ / Tenants in Common
/ / Community Property
/ / Partnership
/ / Corporation

Non-Taxable Investors:
(check one): / / IRA / / Pension / / Profit Sharing
/ / Other _________________________________________________
/ / IRA Rollover / / SEP / / Define Benefit
Is this a Selling Agent Plan? / / Yes / / No

4) Investor(s)Name(s):|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__

5) |__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|
Additional Information (For Estate, Partnerships, Trust and Corporations)

6) Residence Address|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|_
Of Unitholder Street (P.0. Box numbers are not acceptable for residence
address)
|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|
City State Zip Country Phone

7) Mailing Address |__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|_
(if different) Street
|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|
City State Zip Country Phone

UNITED STATES INVESTORS ONLY

I have checked the following box if I am subject to backup withholding under the
provisions of Section 3406(a)(1)(C) of the Internal Revenue Code: / /. Under
the penalties of perjury, by signature below I hereby certify that the Social
Security Number or Taxpayer ID Number set forth in Item 3 above is my true,
correct and complete Social Security Number or Taxpayer ID Number and that the
information given in the immediately preceding sentence is true, correct and
complete.

NON-UNITED STATES INVESTORS ONLY
Under the penalties of perjury, by signature below I hereby certify that (a) I
am not a citizen or resident of the United States or (b) (in the case of an
investor WHICH IS NOT AN INDIVIDUAL) THE INVESTOR IS NOT A UNITED STATES
CORPORATION, PARTNERSHIP, ESTATE OR TRUST: / /. SEE FORM W-8 ATTACHED.

8) Custodian Information |__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|_

Name Tax ID
Mailing Address |__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|_
Street
|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|
City State Zip Country Phone

9) INVESTOR(S) MUST INITIAL AND SIGN

Acknowledgments [Please initial.]

____ I/(We) have received the Prospectus dated ________ __, 1997 (the
"Prospectus"), including the Declaration and Agreement of Trust, the
Subscription Requirements and the Subscription Agreement and Power of
Attorney set forth therein, the terms of which govern the investment
in the Units being subscribed for hereby, together with, if applicable,
recent Account Statements relating to the Trust (current within 60
calendar days) and the Trust's most recent Annual Report (unless the
information in such Annual Report has been included in this Prospectus
by amendment or supplement).

____ I/(We) meet the minimum income and net worth standards established for
the Trust as set forth in Exhibit B to the Prospectus.

____ I/(We) am (are) purchasing Units for my (our) own account.

____ If this investment is for a qualified employee benefit plan, an
individual retirement account or other tax-exempt investor, in making
this investment on behalf of each entity, I(we) have satisfied myself
(ourselves) as to the potential tax consequences on this investment.

- ----------------------------------- -----------------------------------
Signature Date Signature of Authorized Fiduciary,
Trustee, Partner or Corporate
Office Date

- ----------------------------------- -----------------------------------
Signature of Joint Investor Date Print Name of Authorized Fiduciary,
(if any) Trustee, Partner or Corporate
Office (specify title) Date

EXECUTING AND DELIVERING THIS SUBSCRIPTION AGREEMENT AND POWER OF ATTORNEY SHALL
IN NO RESPECT BE DEEMED TO CONSTITUTE A WAIVER OF ANY RIGHTS UNDER THE
SECURITIES ACT OF 1933 OR UNDER THE SECURITIES EXCHANGE ACT OF 1934.

<PAGE>

10) REGISTERED REPRESENTATIVE MUST SIGN
I hereby certify that I have informed the investor of all pertinent facts
relating to the: risks; tax consequences; liquidity and marketability;
management; and control of the Managing Owner with respect to an investment in
the Units, as set forth in the Prospectus. I have also informed the investor
of the unlikelihood of a public trading market developing for the Units and the
restrictions on the redemption of Units. I do not have discretionary authority
over the account of the investor.

I have reasonable grounds to believe, based on information obtained from the
investor concerning his/her investment objectives, other investments, financial
situation and needs and any other information known by me, that an investment in
the Trust is suitable for such investor in light of his/her financial position,
net worth and other suitable characteristics.

The Registered Representative MUST sign below in order to substantiate
compliance with Rule 2810 of the NASD (formerly Appendix F of the NASD's Rules
of Fair Practice).
X X

- ----------------------------------- ----------------------------------
Registered Representative Date Office Manager Signature Date
Signature (if required)

11) Selling Agent/Additional Selling (Broker Dealer)
Agent|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|
Register Representative:
Name (Print)
|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|
First M.I. Last Reg. Rep. Number

Address|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|_|
Street City State Zip

Phone Number |__|__|__|__|__|__|__|__|__|__|__|__|__|__|
Fax Number |__|__|__|__|__|__|__|__|__|__|__|__|__|__|

<PAGE>

JWH GLOBAL TRUST

UNITS OF BENEFICIAL INTEREST
SUBSCRIPTION INSTRUCTIONS

ANY PERSON CONSIDERING SUBSCRIBING FOR UNITS
SHOULD CAREFULLY READ AND REVIEW THE PROSPECTUS.

THE PROSPECTUS MUST BE ACCOMPANIED BY THE MOST RECENT
MONTHLY REPORT OF THE TRUST

(CURRENT WITHIN 60 CALENDAR DAYS).

The Units are speculative and involve a high degree of risk. It is recommended
that no subscriber should invest more than 10% of such subscriber's "liquid" net
worth (which excludes home, furnishings and automobiles in the case of
individuals and includes only readily marketable securities in the case of
entities) in the Trust.

A detachable carbonless copy set of Subscription Agreement and Power of Attorney
Signature Page (the "Signature Page") is attached to these Subscription
Instructions and the following Subscription Agreement and Power of Attorney.
The Signature Page is the document which you must execute if you wish to
subscribe for Units. One copy of such Signature Page should be retained by you
for your records and the others delivered to your Registered Representative.

FILL IN ALL THE INFORMATION ON THE ATTACHED SIGNATURE PAGE, USING BLACK INK
ONLY, AS FOLLOWS:

Item 1 - Enter the dollar amount (no cents) of the purchase.

Item 2 - Identify the investor's securities account number.
Check box if payment is to be made by debit from
investor's securities account or if check is attached.

Item 3 - Enter the Social Security Number or Taxpayer ID Number
and check the appropriate box to indicate the type of
individual ownership desired or of the entity that is
subscribing. In the case of joint ownership, either
Social Security Number may be used. Check box if the
Non-Taxable Investor is a Selling Agent Plan.

Items 4
through 8 - The Signature Page is meant to be self-explanatory for
most ownership types; however, the following specific
instructions are provided for certain of the ownership
types identified on the Signature Page:

TRUST -- Enter the trust's name on Line 4 and the
trustee's name on Line 5, followed by "Ttee." If
applicable, use Line 8 also for the custodian's name.
Be sure to furnish the Taxpayer ID Number of the trust.

CUSTODIAN UNDER UNIFORM GIFTS TO MINORS ACT -- Complete
Line 4 with the name of minor followed by "UGMA." On
Line 8, enter the custodian's name followed by
"Custodian." Be sure to furnish the minor's Social
Security Number.

PARTNERSHIP OR CORPORATION -- The partnership's or
corporation's name is required on Line 4. Enter a
partner's or officer's name on Line 5. Be sure to
furnish the Taxpayer ID Number of the partnership or
corporation. A subscriber who is not an individual
must provide a copy of documents evidencing the
authority of such entity to invest in the Trust.

The investor(s) must review the representations
relating to backup withholding tax or non-resident
alien status underneath the signature lines in Item 7.

Item 9 - The investor(s) must initial the appropriate
Acknowledgments and must execute the Subscription
Agreement and Power of Attorney Signature Page.

Items 10
and 11 - Registered Representative must complete.

THE SELLING AGENT'S COPY OF THE SUBSCRIPTION AGREEMENT AND POWER OF ATTORNEY
SIGNATURE PAGE MAY BE REQUIRED TO BE RETAINED IN THE BRANCH OFFICE.

C-4

<PAGE>

ANNEX

JWH GLOBAL TRUST

REQUEST FOR REDEMPTION

JWH GLOBAL TRUST -------------------------
C/O CIS INVESTMENTS, INC. DATE
MANAGING OWNER
233 SOUTH WACKER DRIVE, SUITE 2300
CHICAGO, ILLINOIS 60606

Dear Sirs:

The undersigned (account number _________) hereby requests redemption
subject to all the terms and conditions of the Amended and Restated
Declaration and Agreement of Trust (the "Declaration and Agreement of Trust")
of JWH GLOBAL TRUST (the "Trust") of _____ Units of Beneficial Interest
("Units") in the Trust. (INSERT NUMBER OF UNITS OR DOLLAR AMOUNT TO BE
REDEEMED BELOW. UNITHOLDERS NEED NOT REDEEM ALL OF THEIR UNITS PROVIDED THEY
REDEEM AT LEAST $1,000 OF UNITS AND THEY MUST HOLD MINIMUM INVESTMENT OF
$1,000 AFTER ANY PARTIAL REDEMPTION. IF NO NUMBER OF UNITS OR DOLLAR AMOUNT
IS INDICATED, ALL UNITS HELD BY THE UNDERSIGNED WILL BE REDEEMED.) Units are
redeemed at the Net Asset Value per Unit, as defined in the Declaration and
Agreement of Trust, less any applicable redemption charge (see below).
Redemption shall be effective as of the end of the current calendar month;
provided this Request for Redemption is received on or before the 20th of
such month (or, if the 20th is not a business day, the next business day).
Payment of the redemption price of Units will generally be made within ten
business days of the date of redemption.

The undersigned hereby represents and warrants that the undersigned is the
true, lawful and beneficial owner of the Units to which this Request for
Redemption relates, with full power and authority to request redemption of such
Units. Such Units are not subject to any pledge or otherwise encumbered in any
fashion.

Redemption charges of 3% of the Net Asset Value of Units redeemed on or
before the end of the eleventh full month after the undersigned has purchased
the Units being redeemed will be deducted from the redemption price of all
such Units and paid to Cargill Investor Services, Inc, the Trust's Futures
Broker. If the undersigned has purchased Units at more than one closing,
such Units will be treated on a first-in/first-out basis for purposes of
determining whether redemption charges continue to be applicable to such
Units.

-------------------

UNITED STATES UNITHOLDERS ONLY:

Under the penalties of perjury, the undersigned hereby certifies that the
Social Security Number or Taxpayer ID Number indicated on this Request for
Redemption is the undersigned's true, correct and complete Social Security
Number or Taxpayer ID Number and that the undersigned is not subject to backup
withholding under the provisions of Section 3406(a)(1)(C) of the Internal
Revenue Code.

NON-UNITED STATES UNITHOLDERS ONLY:

Under the penalties of perjury, the undersigned hereby certifies that (a)
the undersigned is not a citizen or resident of the United States or (b) (in the
case of an investor which is not an individual) the undersigned is not a United
States corporation, partnership, estate or trust.

ANN-1

<PAGE>

Tax ID - SS# of Fed No (No hyphens) Account Number

- -------------------------------------------- -------------------------------

Account Name

- -------------------------------------------------------------------------------

By:

- -------------------------------------------------------------------------------
(Authorized corporate officer, partner, trustee or custodian)

ACCOUNT MAILING ADDRESS

Street or P.O. Box

- -------------------------------------------------------------------------------

City

- -------------------------------------------------------------------------------

State Zip Country
--------------------------- ------------- --------------------

Phone
------------------------------------------------

JWH GLOBAL TRUST:

Redeem: Number of Units OR Amount $
--------------------------------- ---------
(Write "ALL" for full redemption)

(Check One)

Mail my check to the address above
- -----------
Credit my customer securities account at:
- -----------
Name of Broker Dealer:
--------------------------------------------
Account Name:
-----------------------------------------------------
Account Number:
---------------------------------------------------

SIGNATURES MUST BE IDENTICAL TO NAME(S) IN WHICH UNITS ARE REGISTERED.

- ---------------------------------------------------
Individual Unitholder(s)/Custodian Signature

ANN-2

<PAGE>

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution.

CIS Investments, Inc., the managing owner of the Trust (the "Managing
Owner"), will advance all initial organization and offering costs (estimated to
be $500,000-$600,000), as described in the Prospectus, for which it will be
reimbursed by the Registrant on the initial closing date up to a maximum of 2%
of the Trust's average month-end Net Asset Value for the first 60 months of the
Trust's operations. The Trust will amortize such organizational and initial
offering cost reimbursement over such 60-month period. The following is an
estimate of such costs:

Approximate
Amount
-----------

Securities and Exchange Commission Registration Fee* . . . . $ 15,152
National Association of Securities Dealers, Inc. Filing Fee* 5,500
Printing Expenses. . . . . . . . . . . . . . . . . . . . . . 60,000
Fees of Certified Public Accountants . . . . . . . . . . . . 20,000
Blue Sky Expenses (Excluding Legal Fees) . . . . . . . . . . 58,470
Fees of Counsel. . . . . . . . . . . . . . . . . . . . . . . 290,000
Escrow Fees. . . . . . . . . . . . . . . . . . . . . . . . . 20,000
Advertising and Sales Literature . . . . . . . . . . . . . . 60,000
Miscellaneous Offering Costs . . . . . . . . . . . . . . . . 52,078
---------
Total . . . . . . . . . . . . . . . . . . . . . . . . $581,200
---------
---------

_______________________________
* Exact rather than estimated.

Item 14. Indemnification of Directors and Officers.

Section 18 of the Amended and Restated Declaration and Agreement of Trust
(attached as Exhibit A to the Prospectus which forms a part of this Registration
Statement) provides for the indemnification of the Managing Owner, certain of
its affiliates and certain of their respective directors, officers and
controlling persons by the Registrant in certain circumstances. Such
indemnification is limited to claims sustained by such persons in connection
with the Registrant; provided that such claims were not the result of negligence
or misconduct on the part of the Managing Owner or its affiliates, directors,
officers and controlling persons. The Registrant is prohibited from incurring
the cost of any insurance covering any broader indemnification than that
provided above. Advances of Registrant funds to cover legal expenses and other
costs incurred as a result of any legal action initiated against the Managing
Owner by a Unitholder are prohibited.

Item 15. On November 12, 1996, the Registrant sold 8.17 Units of
Beneficial Interest at an aggregate purchase price of $817 ($100 per Unit) to
the following individuals as initial beneficial owners in order to permit the
formation of the Registrant in preparation for the filing of this
Registration Statement: Hal T. Hansen, L. Carlton Anderson, Donald J. Zyck,
Jan Waye, Richard A. Driver, Brian B. Duff, Jr., Ronald L. Davis, Robert T.
Conrardy, Jean Faris, Steven G. Assinos, Michelle W. Reynolds, Barbara A.
Pfendler, Thomas V. Mauro, R. Randall Kelsey, Charles F. Farra, John D.
Carlin, Kal Hachem, Peter C. Wind, and J.M. Cone. Each such initial
beneficial owner purchased 0.43 Unit. This transaction was exempt under
Section 4(2) of the Securities Act of the 1933, and no selling compensation
was paid.

Item 16. Exhibits and Financial Statement Schedules.

The following documents are made a part of this Registration Statement:

(a) Exhibits.*

---------------
* Other than the currently dated Exhibit 23.02, all Exhibits were
filed previously.

S-1

<PAGE>

Exhibit
Number Description of Document*
------ -----------------------

1.01 Form of Selling Agreement among the Registrant, the Managing
Owner, John W. Henry & Company, Inc. ("JWH") and Cargill
Investor Services, Inc. ("CIS" or "Lead Selling Agent")
(including forms of Additional Selling Agent Agreement,
Wholesaling Agreement and Correspondent Selling Agent).

3.01 Certificate of Trust of the Registrant.*

3.02 Amended and Restated Declaration and Agreement of Trust.

3.03 Certificate of Amendment of Certificate of Trust of the
Registrant.

3.04 Form of Second Amended and Restated Declaration and
Agreement of Trust of the Registrant (included as Exhibit A
to the Prospectus).

5.01(a) Opinion of Sidley & Austin relating to the legality of the
Units.

5.01(b) Opinion of Richards, Layton & Finger relating to the
legality of the Units.

8.01 Opinion of Sidley & Austin with respect to federal income
tax consequences.

10.01 Form of Trading Advisory Agreement among the Registrant, the
Managing Owner, CIS and JWH.

10.02 Form of Customer Agreement between the Registrant and CIS.

10.03 Form of Foreign Exchange Account Agreement between the
Registrant and CIS Financial Services, Inc. ("CISFS").

10.04 Form of Cash Bullion Account Agreement between the
Registrant and CISFS.

10.05 Escrow Agreement among the Registrant, The First National
Bank of Chicago, the Managing Owner and the Lead Selling
Agent.

10.06 Form of Transfer Agent Agreement.

10.07 Form of Subscription Agreement and Power of Attorney
(included as Exhibit C to the Prospectus).

23.01(a) Consent of Sidley & Austin (included in Exhibit 5.01(a)).

23.01(b) Consent of Richards, Layton & Finger (included in Exhibit
5.01(b)).

23.02 Consent of KPMG Peat Marwick, LLP.

99.01 Securities and Exchange Commission Release No. 33-6815 --
Interpretation and Request for Public Comment -- Statement
of the Commission Regarding Disclosure by Issuers of
Interests in Publicly Offered Commodity Pools. (54 Fed.
Reg. 5600; February 6, 1989).

99.02 Commodity Futures Trading Commission -- Interpretive
Statement and Request for Comments -- Statement of the
Commodity Futures Trading Commission Regarding Disclosure by
Commodity Pool Operators of Past Performance Records and
Pool Expenses and Requests for Comments. (54 Fed. Reg.
5597; February 6, 1989).

99.03 North American Securities Administrators Association, Inc.
Guidelines for the Registration of Commodity Pool Programs.

99.04 Delaware Business Trust Act.

- -------------------
* Other than the currently dated Exhibit 23.02, all Exhibits were filed
previously.

S-2

<PAGE>

Item 17. Undertakings.

(a)(1) The undersigned registrant hereby undertakes to file, during any
period in which offers or sales are being made, a post-effective amendment to
this registration statement:

(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement which,
individually or in the aggregate, represent a fundamental change in
the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the
low or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement.

(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the
registration statement or any material change to such information
in the registration statement.

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

(b) Insofar as indemnification for liabilities under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described in Item 14 above, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any such
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

S-3

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement Amendment to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Chicago in the
State of Illinois on the 14th day of March, 1997.

JWH GLOBAL TRUST

By: CIS Investments, Inc., Managing Owner

By: /s/ L. Carlton Anderson
-------------------------------
Name: L. Carlton Anderson
Title: Vice President and Director

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement Amendment has been signed below by the following persons
on behalf of CIS Investments, Inc., the Managing Owner of the Registrant, in the
capacities indicated on March 14, 1997.

/s/ Hal T. Hansen President and Director
- ----------------------------------------
Hal T. Hansen (Principal Executive Officer)

/s/ Donald Zyck Secretary and Treasurer
- ----------------------------------------
Donald Zyck (Principal Financial and
Accounting Officer)

/s/ L. Carlton Anderson Vice President and Director
- ----------------------------------------
L. Carlton Anderson

(Being the principal executive officer, the principal financial and
accounting officer and a majority of the directors of CIS Investments, Inc.)

CIS INVESTMENTS, INC., the Managing Owner of Registrant

By: /s/ Hal T. Hansen
----------------------------------------
Hal T. Hansen
President

S-4

<PAGE>

EXHIBIT 23.02

CONSENT OF CERTIFIED PUBLIC ACCOUNTANTS

We consent to the reference to our firm under the caption "EXPERTS" and the use
of our report dated November 22, 1996 with respect to the statement of financial
condition of JWH Global Trust as of November 21, 1996 and to the use of our
report dated July 17, 1996 with respect to the financial statements of CIS
Investments, Inc. as of May 31, 1996 and 1995 included in the Form S-1
Registration Statement and related Prospectus of JWH Global Trust for the
registration of $50,000, 000 of units of beneficial interest.

KPMG Peat Marwick LLP

March 13, 1997
Chicago, Illinois