JWH GLOBAL TRUST, S-1, 1997-08-19

JWH GLOBAL TRUST
S-1, 1997-08-19
COMMODITY CONTRACTS BROKERS & DEALERS

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<PAGE>

As Filed with the Securities and Exchange Commission on August 19, 1997
Registration No. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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)
___________________

COPIES TO:
JOSEPH H. HARRISON, JR.
JAMES B. BIERY
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.

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box: /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of earlier effective
registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /

CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------------

TITLE OF EACH CLASS OF MAXIMUM MAXIMUM
SECURITIES TO BE REGISTERED AMOUNT TO BE REGISTERED OFFERING PRICE AGGREGATE OFFERING PRICE AMOUNT OF REGISTRATION
PER UNIT FEE*
<S> <C> <C> <C> <C>
Units of Beneficial Interest $75,000,000 Net Asset Value $75,000,000 $22,728

</TABLE>

* $15,152 was previously paid in connection with Registration Statement
333-16852, registering $50,000,000 of Units of Beneficial Interest. This
Registration Statement relates to the unsold balance of Registration No.
333-16825, $30,163,370 as of July 31, 1997, and registers an additional
$75,000,000 of Units Beneficial Interest.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.

PURSUANT TO RULE 429 OF THE SECURITIES ACT OF 1933, THE FORM OF PROSPECTUS
SET FORTH HEREIN IS A COMBINED PROSPECTUS AND INCLUDES ALL INFORMATION CURRENTLY
REQUIRED IN A PROSPECTUS RELATING TO THE SECURITIES COVERED BY REGISTRANT'S
REGISTRATION STATEMENT ON FORM S-1 (REG. NO. 333-16825) DECLARED EFFECTIVE APRIL
3, 1997. THIS REGISTRATION STATEMENT ALSO CONSTITUTES POST-EFFECTIVE AMENDMENT
NO. 1 TO REGISTRANT'S REGISTRATION STATEMENT ON FORM S-1 (REG. NO. 333-16825).
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

<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; Performance
of the Trust; 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 DATED AUGUST 19, 1997

JWH GLOBAL TRUST
$125,000,000
UNITS OF BENEFICIAL INTEREST

MINIMUM PURCHASE: $5,000 EXCEPT AS PROVIDED BELOW

JWH Global Trust (the "Trust") is a recently-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, spot and forward contracts on currencies and precious metals and
exchanges for physicals. CIS Investments, Inc. ("CISI" or "Managing Owner")
serves as managing owner of the Trust. John W. Henry & Company, Inc.
("JWH-Registered Trademark-" or "Trading Advisor") is the sole trading advisor
of the Trust. Cargill Investor Services, Inc. ("CIS," "Futures Broker" or "Lead
Selling Agent"), an affiliate of CISI, acts as the Trust's futures broker and
lead selling agent. CIS Financial Services, Inc. ("CISFS" or "Foreign Currency
Broker"), an affiliate of CISI, acts as the Trust's counterparty in the Trust's
spot and forward currency and precious metals trades. See "Conflicts of
Interest."

The Trust trades in the global futures and forward markets pursuant to the
Trading Advisor's proprietary trading strategies, currently 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 allocated 50% of its initial assets to each Trading Program. The
Trading Advisor rebalances the Trust's assets equally between the Trading
Programs on a quarterly basis. 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 offering of units of beneficial interest (the "Units") began April 3,
1997, and the Trust began trading June 2, 1997 with an initial capitalization of
$13,027,103. As of August 1, 1997, the Trust's capitalization was $31,085,105,
and the Net Asset value of a Unit initially sold for $100 was $106.81. Units
are now being 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 $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 only recently commenced trading and has only a brief
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 pages 19 to 20. 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 the Trust will need to
achieve trading profits of approximately 7.16% (assuming the Trust will
earn interest income at the 91-day Treasury bill rate prevailing on or
about the date of this Prospectus) in the first twelve months after a Unit
is issued 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 18.

SEE "RISK FACTORS" BEGINNING AT PAGE 15.

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.

- -------------------------------------------------------------------------------------------------------
Selling Commissions,
Organizational and Offering Proceeds to Trust
Units of Beneficial Interest Price to Public(1) Expenses (2)(3)(4)(5)
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Per Unit. . . . . . . . Net Asset Value (2)(3)(4) Net Asset Value
- -------------------------------------------------------------------------------------------------------
See notes on pages (i)-(ii).
</TABLE>

THE DATE OF THIS PROSPECTUS IS _______, 1997
(NOT FOR USE AFTER _______, 1998)

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 BE 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 are sold at Net Asset Value per Unit as of the last day of
each calendar month (the "Ongoing Offering Period"). The Net Asset Value per
Unit equals the aggregate Net Assets of the Trust reflecting the subscription
price and the Trust's trading results net of fees and expenses (all of the
assets of the Trust 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 73.

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 in such State.

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 (I.E., date of
subscription).

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 pays organizational and
initial offering costs of 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) their Registered Representatives who service the Units 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 83. 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 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 be registered 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 91.

(4) The Trust's organizational and initial offering costs were
approximately $650,000. The organizational and initial offering costs were
advanced by CISI and were reimbursed, without interest, to CISI by the Trust at
the initial closing. The amount of such organizational and initial offering
costs is being amortized over 60 months commencing with June 1997.

-i-
<PAGE>

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 63.

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 last day of each calendar month.

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.

_______________________

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

THIS PROSPECTUS 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.

UNTIL _________, 1997, ALL DEALERS EFFECTING TRANSACTIONS IN THE
REGISTERED SECURITIES, WHETHER OR NOT PARTICIPATING IN THIS DISTRIBUTION, MAY
BE REQUIRED TO DELIVER A PROSPECTUS. THIS REQUIREMENT 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.
_______________________

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.

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 ARE 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 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

-ii-
<PAGE>

("NFA") REQUIREMENTS. THE ANNUAL REPORTS CONTAIN CERTIFIED AND AUDITED, AND
THE MONTHLY REPORTS UNAUDITED, FINANCIAL INFORMATION.
_______________________

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 IS SUBJECT TO THE INFORMATIONAL REQUIREMENTS OF THE SECURITIES
EXCHANGE ACT OF 1934 AND IN ACCORDANCE THEREWITH FILES 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
65 THROUGH 71 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 a 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 Limited 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

-2-
<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
PERFORMANCE OF THE TRUST . . . . . . . . . . . . . . . . . . . . . . . . . 28
Monthly Rates of Return. . . . . . . . . . . . . . . . . . . . . . . . 28
Selected Financial Information . . . . . . . . . . . . . . . . . . . . 29
Management's Discussion and Analysis of Financial Condition and
Results of Operations. . . . . . . . . . . . . . . . . . . . . . . . . 30
THE MANAGING OWNER . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
JOHN W. HENRY & COMPANY, INC.. . . . . . . . . . . . . . . . . . . . . . . 33
Background . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
A Disciplined Investment Philosophy. . . . . . . . . . . . . . . . . . 34
Principals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
The Operating Committee. . . . . . . . . . . . . . . . . . . . . . . . 36
The Investment Policy Committee. . . . . . . . . . . . . . . . . . . . 37
Legal Concerns . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
Ethical Concerns . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
Trading Techniques . . . . . . . . . . . . . . . . . . . . . . . . . . 38
Program Modifications. . . . . . . . . . . . . . . . . . . . . . . . . 39
Leverage . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
Additions, Redemption and Reallocation of Capital for Pool Accounts. . 39
Physical and Cash Commodities. . . . . . . . . . . . . . . . . . . . . 40
The Trading Programs . . . . . . . . . . . . . . . . . . . . . . . . . 40
Other Programs Developed by JWH. . . . . . . . . . . . . . . . . . . . 41
JWH Programs: Performance Summaries and Monthly Rates of Return. . . . 42
The Trading Advisory Agreement . . . . . . . . . . . . . . . . . . . . 61
FIDUCIARY OBLIGATIONS OF THE MANAGING OWNER. . . . . . . . . . . . . . . . 62
Nature of Fiduciary Obligations; Conflicts of Interest . . . . . . . . 62
Remedies Available to the Unitholders. . . . . . . . . . . . . . . . . 62
USE OF PROCEEDS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63
Proceeds of Subscriptions. . . . . . . . . . . . . . . . . . . . . . . 63
Speculative Trading. . . . . . . . . . . . . . . . . . . . . . . . . . 63
Maintenance of Assets; Interest Income . . . . . . . . . . . . . . . . 64
CHARGES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
Charges Paid by The Trust. . . . . . . . . . . . . . . . . . . . . . . 65
Organizational and Initial Offering Costs. . . . . . . . . . . . . . . 66
Brokerage Fee. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67
Ongoing Offering Costs . . . . . . . . . . . . . . . . . . . . . . . . 69
Management Fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69
Incentive Fee. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69
Administrative Expenses. . . . . . . . . . . . . . . . . . . . . . . . 70
Extraordinary Expenses . . . . . . . . . . . . . . . . . . . . . . . . 70
Charges Paid by Others . . . . . . . . . . . . . . . . . . . . . . . . 70
Brokerage Fee for Currency and Precious Metals Trading . . . . . . . . 70

-3-
<PAGE>

JWH GLOBAL TRUST
TABLE OF CONTENTS (CONT'D)

Page
----
Selling Commissions and Ongoing Compensation . . . . . . . . . . . . . 71
Redemption Charges . . . . . . . . . . . . . . . . . . . . . . . . . . 71
BROKERAGE ARRANGEMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . 71
The Futures Broker . . . . . . . . . . . . . . . . . . . . . . . . . . 71
The Foreign Currency Broker. . . . . . . . . . . . . . . . . . . . . . 72
REDEMPTIONS; NET ASSET VALUE . . . . . . . . . . . . . . . . . . . . . . . 72
Redemptions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72
Net Asset Value. . . . . . . . . . . . . . . . . . . . . . . . . . . . 73
THE TRUST AND THE TRUSTEE. . . . . . . . . . . . . . . . . . . . . . . . . 74
Principal Office; Location of Records. . . . . . . . . . . . . . . . . 74
Certain Aspects of the Trust . . . . . . . . . . . . . . . . . . . . . 74
The Trustee. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74
Management of Trust Affairs; Voting by Unitholders . . . . . . . . . . 75
Recognition of the Trust in Certain States . . . . . . . . . . . . . . 76
Possible Repayment of Distributions Received by Unitholders;
Indemnification of the Trust by Unitholders. . . . . . . . . . . 76
Transfers of Units Restricted. . . . . . . . . . . . . . . . . . . . . 76
Reports to Unitholders . . . . . . . . . . . . . . . . . . . . . . . . 76
General. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76
CONFLICTS OF INTEREST. . . . . . . . . . . . . . . . . . . . . . . . . . . 77
General. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77
Relationship of the Managing Owner, the Futures Broker
and the Foreign Currency Broker. . . . . . . . . . . . . . . . . 77
Other Commodity Pools and Accounts . . . . . . . . . . . . . . . . . . 78
Commodity Transactions of Affiliates and Customers of the
Futures Broker . . . . . . . . . . . . . . . . . . . . . . . . . 78
Other Activities of CIS, the Managing Owner, JWH and Their
Officers and Employees . . . . . . . . . . . . . . . . . . . . . 78
The Selling Agents . . . . . . . . . . . . . . . . . . . . . . . . . . 79
Indemnification and Standard of Liability. . . . . . . . . . . . . . . 79
FEDERAL INCOME TAX ASPECTS . . . . . . . . . . . . . . . . . . . . . . . . 80
PURCHASES BY EMPLOYEE BENEFIT PLANS. . . . . . . . . . . . . . . . . . . . 85
THE FUTURES AND FORWARD MARKETS. . . . . . . . . . . . . . . . . . . . . . 87
PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . 90
Subscription Procedure . . . . . . . . . . . . . . . . . . . . . . . . 90
Subscribers' Representations and Warranties. . . . . . . . . . . . . . 91
The Selling Agents . . . . . . . . . . . . . . . . . . . . . . . . . . 91
LEGAL MATTERS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 93
EXPERTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 93
REPORTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 93
ADDITIONAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . 94
INDEX OF FINANCIAL STATEMENTS. . . . . . . . . . . . . . . . . . . . . . . 95
PERFORMANCE OF OTHER CISI-SPONSORED FUNDS. . . . . . . . . . . . . . . . . 115

APPENDIX: "BLUE SKY" GLOSSARY
EXHIBIT A: THIRD 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............................... 70
"Break-even" table.................................... 11
Brokerage Fee......................................... 67
Brokerage Fee Excess.................................. 68
CEA................................................... 9
CFTC.................................................. -i-
CIS................................................... Cover Page
CISFS................................................. Cover Page
CISI.................................................. Cover Page
Correspondent......................................... -i-
Custodian............................................. 11
Futures Broker........................................ Cover page
Clearinghouse......................................... 88
Code.................................................. 75
Daily limits.......................................... 88
Declaration and Agreement of Trust.................... 74, A-1
"EFPs"................................................ 17, 87
Eligible Unitholder................................... 67
Employee benefit plan................................. 85
ERISA................................................. 85
Escrow Agent.......................................... -ii-
Financial and Metals Portfolio........................ 8, 40
Foreign Currency Broker............................... Cover Page
Forward Contracts..................................... 87
Futures Contracts..................................... 87
High Water Mark....................................... 69
Incentive Fee......................................... 69
Initial margin........................................ 88
IRS................................................... 23
JWH................................................... Cover Page
Lead Selling Agent.................................... Cover Page
Management Fee........................................ 69
Managing Owner........................................ Cover Page
Margin................................................ 88
Margin call........................................... 88
NASAA................................................. 61
Net Assets............................................ 73
Net Asset Value....................................... -i-, 73
New Trading Profit.................................... 69
NFA................................................... 9
Ongoing compensation.................................. 71
Ongoing offering costs................................ 69
Ongoing Offering Period............................... -i-
Organizational and initial offering cost
reimbursement....................................... -i-, 66
Organizational and initial offering cost amortization. -i-,66
Original Investment Program........................... 8, 40
Principals' markets................................... 88
Redemption charges.................................... 10, 71
Selling Agents........................................ -i-
Selling commissions................................... -i-, 71
Special Brokerage Fee Rate............................ 67
Speculative position limits........................... 88
Trading Advisor....................................... Cover Page
Trading Advisory Agreement............................ 61
Trading Programs...................................... Cover Page
Trend-following....................................... 90
Trust................................................. Cover Page
Unitholder(s)......................................... Cover Page
Units................................................. Cover Page
Variation margin...................................... 88
Wholesalers........................................... -i-
Withdrawn Profits..................................... 69
"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 only recently commenced trading and has only a brief
performance history. Therefore, investors have little information
concerning the Trust's actual results of operation on which to base their
investment decision. See "Risk Factor (10) -- The Trust Has Limited
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.

- - 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 the Trust will need to
achieve trading profits of 7.16% (assuming the Trust will earn interest
income at the 91-day Treasury bill rate prevailing on or about the date of
this Prospectus) in the first twelve months after a Unit is issued 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 65 through 71.

- - 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 no later than the fifth
business day prior to the month-end of redemption (including the last
business day of the month) 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 irrevocably 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 18.

-6-
<PAGE>

THE TRUST JWH Global Trust is a recently-organized Delaware
business trust whose objective is to achieve
substantial capital appreciation over time 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, the
investment strategies of John W. Henry & Company, Inc.,
the Trust's sole trading advisor. The Trust provides
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.

The Trust began trading on June 2, 1997 with an initial
capitalization of $13,027,103. As of August 1, 1997,
the Trust's capitalization was $31,085,105, and the
Trust had a total of 1013 Unitholders.

OBJECTIVE While the Trust has the primary objective of
substantial capital appreciation over time by
identifying and exploiting trends in the markets it
trades, it also strives 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 takes a long-term perspective of the markets in
seeking to achieve the Trust's objectives. The Trust
is not 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 -- $5,000,000 or more.
Investors in the Trust 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 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 page 40 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.

-7-
<PAGE>

THE TRADING JWH is one of the largest advisors in the managed
ADVISOR futures industry with more than $1.9 billion of assets
under management as of June 30, 1997. It has been
continuously managing client funds in the futures and
forward markets for 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
are currently utilized by the Trust. In investing in
the Trust, Unitholders have the opportunity to place
assets with one of the world's most experienced global
futures and foreign exchange trading managers.

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 33.

THE TRADING ORIGINAL INVESTMENT PROGRAM. The first program offered
PROGRAMS by JWH, this program began trading in October 1982 and
has an annualized net return of 17.5% from inception to
June 30, 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 June 30, 1997, JWH had
approximately $296 million under management in the
Original Investment Program.

Markets and Sectors Traded at June 30, 1997
-------------------------------------------

U.S. and Canadian 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 38.9% from inception to June 30, 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 June 30, 1997, JWH had
approximately $1.1 billion under management in the Financial
and Metals Portfolio.

Markets and Sectors Traded at June 30, 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 6/30/97)
-------------------------------------------------

Annualized Return 5-Year
---------------------------------- Correlation*
1-Year 3-Year 5-Year 10-Year to S&P 500
------ ------ ------ ------- ------------
JWH Programs
- ------------
Original Investment Program 16.3% 18.5% 20.8% 19.7% -0.05
Financial and Metals Portfolio 14.1% 14.3% 14.4% 38.5% 0.05

Benchmark Comparison
- --------------------
LBGBI(a) 0.9% 5.9% 8.3% 9.0% 0.49
S&P 500 (Total Return)(b) 30.1% 23.1% 17.7% 16.6% 1.00

* Correlation is measured as the correlation of
monthly returns to the S&P 500 over the five years
ending June 30, 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 reflects the
composite of the actual performance of all the accounts
traded 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 initially allocated its assets equally
between the Trading Programs. JWH automatically
rebalances 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 42. 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"). In addition to the Trust, 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 32.

-9-
<PAGE>

THE OFFERING Units are offered at their Net Asset Value as of each
month-end during the Ongoing Offering Period.
Subscriptions must be received by the Managing Owner no
later than the fifth business day prior to the
month-end of investment (including the last business
day of the month) for Units to be sold as of the end of
that month.

The 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.
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 90 to
91.

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 no later
than the fifth business day prior to the month-end of
redemption (including the last business day of the
month) 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 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
(the last business 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 72 to 73.

DISTRIBUTIONS Distribution of profits, which is currently not
contemplated, may 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 pays 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 12.15% 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 are offset in part by
interest earned on the Trust's assets, at current
interest rates, the charges to which the Trust is
subject exceed the interest it will earn on its assets.

The Trust pays 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 Rate with
respect to some or all of their Units as described
under "Charges -- Brokerage Fee -- Special Brokerage
Fee Rate" at pages 67 to 68.

JWH receives 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

-10-
<PAGE>

of 1.25% (rather than 6.5%) of month-end assets. JWH is
also paid a quarterly Incentive Fee equal to 15% of New
Trading Profit after deduction of a portion of the
Brokerage Fee at the annual rate of 1.25% of month-end
assets and the Management Fee.

The Trust is amortizing the 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 pays its administrative expenses
(estimated at $60,000 per annum), 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 65.

INTEREST INCOME CIS and CISFS 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 64.

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 a Trust
capitalization of $30 million. The Trust's
capitalization does not directly affect the level of
charges based on percentage of assets or Net Assets or
percentage of New Trading Profit, which equals
approximately the same percentage of the Trust's
equity, whatever its size. Trust size does affect the
level (expressed as a percentage of Trust assets) of
fixed dollar amount expenses, which include
organizational and initial offering cost 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 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.

- ----------------------------------------------------------------------------------------------------
COLUMN II
COLUMN I DOLLAR RETURN REQUIRED
ROUTINE EXPENSES(1) PERCENTAGE RETURN REQUIRED ($5,000 INITIAL INVESTMENT)
FIRST TWELVE MONTHS OF FIRST TWELVE MONTHS OF
INVESTMENT INVESTMENT
- ----------------------------------------------------------------------------------------------------
<S> <C> <C>
Brokerage Fees (2) 6.24% $ 312.00
- ----------------------------------------------------------------------------------------------------
Management Fee (3) 3.95 197.50
- ----------------------------------------------------------------------------------------------------
Incentive Fee (4) 1.00 50.00
- ----------------------------------------------------------------------------------------------------
Administrative Expenses (5) 0.17 8.50
- ----------------------------------------------------------------------------------------------------
Organizational and Initial Offering Cost
Amortization(6) 0.35 17.50
- ----------------------------------------------------------------------------------------------------
Ongoing Offering Costs (7) 0.44 22.00
- ----------------------------------------------------------------------------------------------------
Less Interest Income (8) (4.99) (249.50)
- ----------------------------------------------------------------------------------------------------
RETURN ON $5,000 INITIAL
INVESTMENT REQUIRED FOR
"BREAK-EVEN" IF UNITS ARE 7.16% $ 358.00
HELD AT LEAST 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 10.26% $ 513.00
REDEEMED ON OR BEFORE THE
END OF 11TH FULL MONTH(10)
- ----------------------------------------------------------------------------------------------------
</TABLE>

NOTES TO "BREAK-EVEN TABLE":

(1) See "Charges" at pages 65 through 71 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 67; the "break-even" level applicable to such investors will be
lower.

(3) The Trust pays 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 a 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.

-12-
<PAGE>

(4) The Incentive Fee on trading profits is calculated after reduction from
any trading profit, 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. 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. The 1% Incentive Fee assumed during a "break-even" year is
intended, in part, to reflect possible timing differences between
quarterly Incentive Fees and annual performance, as well as Incentive Fee
misallocations which may 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 1% Incentive Fee is also included as
a reflection of the approximately 0.6% Incentive Fee which would accrue
on the approximately 4% of New Trading Profits necessary to offset the 3%
redemption charge applicable to Units redeemed as of the end of the
eleventh month after their issuance -- and therefore may overstate the
amount of Incentive Fee paid during a "break-even" year in respect of
Units held for a full year -- as well as 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 $60,000 per annum, an effective
rate of 0.17% of average month-end assets per annum for purposes of this
break-even analysis based on aggregate Trust assets of $30 million.

(6) Organizational and initial offering costs of approximately $650,000, were
advanced by CISI. These costs were reimbursed by the Trust to CISI at the
initial closing and are being 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 pays 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 5.1%. 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 ($650,000 for
purposes of this break-even analysis), the effective rate of interest paid
to the Trust on its assets will be approximately 4.99% for the first year
of trading operations, 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 64 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.

____________________

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<PAGE>

FEDERAL INCOME In the opinion of counsel, the Trust is properly
TAX 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 80.
____________________

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

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.

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 87 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 trades 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 clearinghouse 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.

-15-
<PAGE>

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.

(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 -- takes 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. Once the price of a futures contract reaches its daily limit, positions
in the 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.

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 A 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").

-16-
<PAGE>

(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 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 page 87. 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. IF THE TRUST WERE
PREVENTED FROM PARTICIPATING IN THE EFP MARKET, THE TRUST COULD BE DENIED
CERTAIN PROFIT OPPORTUNITIES AS WELL AS A POTENTIALLY CONVENIENT MEANS OF
LIQUIDATING POSITIONS AGAINST WHICH THE MARKET WAS MOVING.

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 Trust's past
performance is not necessarily indicative of its future results.

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 ITS OR 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 LIMITED OPERATING HISTORY

The Trust began trading on June 2, 1997 and therefore has a limited
operating history.

BECAUSE THE TRUST HAS A LIMITED OPERATING HISTORY, INVESTORS HAVE LITTLE
INFORMATION CONCERNING THE ACTUAL RESULTS OF OPERATION OF THE TRUST ON WHICH TO
BASE THEIR INVESTMENT DECISION. MOREOVER, EVEN IF MORE PERFORMANCE INFORMATION
WERE AVAILABLE, SUCH INFORMATION MIGHT NOT, IN FACT, BE HELPFUL 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 May Reduce Benefits of Market
Diversification"). Such portfolio concentration may further increase the risk
of loss.

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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 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, 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 7.16% of average month-end assets (based on current
capitalization) in order for the Net Asset Value of a Unit to equal its
subscription price as of the end of the first twelve months after such Unit was
issued.

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 69.

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
no later than the fifth business day prior to the month-end of

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<PAGE>

redemption 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.

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 77.

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

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<PAGE>

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 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.

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<PAGE>

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.

(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 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.

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<PAGE>

(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.

(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.

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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 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."

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<PAGE>

(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 by 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.

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.

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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 June 30, 1997, managed approximately $1.9 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 are
currently utilized by the Trust. IN INVESTING IN THE TRUST, SUBSCRIBERS 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 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 generally includes 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.

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 the 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.

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<PAGE>

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 receives interest income on its assets. On the fifth business
day of each month, CIS and CISFS 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 64. 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. 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 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

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<PAGE>

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

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.

The Trust initially allocated its assets equally between the Trading
Programs. At the end of each quarter, JWH automatically rebalances assets
between the Trading Programs so that each Trading Program is 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.

JWH takes a long-term perspective of the markets in seeking to achieve the
Trust's objectives. The Trust is not 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.

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<PAGE>

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.

PERFORMANCE OF THE TRUST

JWH GLOBAL TRUST
(JUNE 2, 1997 - JULY 31, 1997)

TYPE OF POOL: Single-Advisor/Publicly-Offered/No Principal Protection
INCEPTION OF TRADING: June 2, 1997
AGGREGATE SUBSCRIPTIONS: $30.5 million
CURRENT CAPITALIZATION: $31.1 million
WORST MONTHLY DRAWDOWN: None
WORST PEAK-TO-VALLEY DRAWDOWN: None

----------------------------------
| MONTHLY RATE OF RETURN |
---------------------------------
| MONTH | 1997 |
|-------------------------|-------|
| June | 0.16% |
|-------------------------|-------|
| July | 6.64% |
|-------------------------|-------|
|1997 COMPOUND | |
|RATE OF RETURN: (2 MOS.) | 6.81% |
---------------------------------

JULY 31, 1997 NET ASSET VALUE PER $100 UNIT: $106.81
_____________

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

"WORST MONTHLY DRAWDOWN" MEANS THE LARGEST NEGATIVE MONTHLY RATE OF
RETURN EXPERIENCED BY THE TRUST. A "DRAWDOWN" IS MEASURED ON THE BASIS OF
MONTH-END NET ASSET VALUE ONLY, AND DOES NOT REFLECT INTRA-MONTH FIGURES.

"WORST PEAK-TO-VALLEY DRAWDOWN" REPRESENTS THE GREATEST PERCENTAGE
DECLINE INCURRED BY THE TRUST FROM A MONTH-END CUMULATIVE MONTHLY RATE OF
RETURN WITHOUT SUCH CUMULATIVE MONTHLY RATE OF RETURN BEING EQUALED OR
EXCEEDED AS OF A SUBSEQUENT MONTH-END. FOR EXAMPLE, IF THE MONTHLY RATE OF
RETURN DECLINED BY 1% IN EACH OF JANUARY AND FEBRUARY, INCREASED BY 1% IN
MARCH AND DECLINED AGAIN BY 2% IN APRIL, A "PEAK-TO-VALLEY DRAWDOWN" ANALYSIS
CONDUCTED AS OF THE END OF APRIL WOULD CONSIDER THE "DRAWDOWN" TO BE STILL
CONTINUING AND TO BE 3% IN AMOUNT, WHEREAS IF THE MONTHLY RATE OF RETURN HAD
INCREASED BY 3% IN MARCH, THE JANUARY-FEBRUARY DRAWDOWN WOULD HAVE ENDED AS
OF THE END OF FEBRUARY AT THE 2% LEVEL.

MONTHLY RATE OF RETURN IS THE NET PERFORMANCE OF THE TRUST DURING THE
MONTH OF DETERMINATION (INCLUDING INTEREST INCOME AND AFTER ALL EXPENSES HAVE
BEEN ACCRUED OR PAID) DIVIDED BY THE TOTAL EQUITY OF THE TRUST AS OF THE
BEGINNING OF SUCH MONTH.

PERFORMANCE INFORMATION IS CALCULATED ON AN ACCRUAL BASIS IN ACCORDANCE
WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES.

THE PERFORMANCE OF OTHER CISI SPONSORED COMMODITY POOLS IS SET FORTH
UNDER THE "PERFORMANCE OF OTHER CISI SPONSORED FUNDS" BEGINNING ON PAGE 115.

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<PAGE>

SELECTED FINANCIAL INFORMATION

THE FOLLOWING SELECTED FINANCIAL INFORMATION FOR THE PERIOD ENDED JUNE
30, 1997 IS DERIVED FROM THE UNAUDITED FINANCIAL STATEMENTS OF THE TRUST FOR
THE PERIOD FROM JUNE 2, 1997 (COMMENCEMENT OF TRADING OPERATIONS) TO JUNE 30,
1997 (SEE "INDEX TO FINANCIAL STATEMENTS" AT PAGE 95).

_________________________

JUNE 2, 1997
(COMMENCEMENT OF
TRADING OPERATIONS)
TO
INCOME STATEMENT DATA JUNE 30, 1997
-------------------
Revenues
Realized gain (loss) on closed positions $(458,844)
Change in unrealized gain (loss) on open positions 551,773
Interest income 56,200
Foreign currency transaction gain (loss) 8,004
---------
Total revenues 157,133

Expenses
Commissions paid to CIS 70,808
Exchange fees 413
Management fees 43,858
Incentive fees 6,507

Operating expenses 15,251
---------
Total expenses 136,836
---------
Net profit (loss) $20,296
---------
---------

JUNE 30, 1997
-------------
NET
BALANCE SHEET DATA ASSET VALUE
- ------------------ -------------

Aggregate Net Asset Value $21,626,423

Net Asset Value per Unit $ 100.16

_________________________

IN ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES,
ORGANIZATIONAL AND INITIAL OFFERING COSTS REIMBURSED TO THE MANAGING OWNER BY
THE TRUST ARE BEING AMORTIZED OVER A 60 MONTH PERIOD BEGINNING WITH JUNE 1997.

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<PAGE>

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

RESULTS OF OPERATIONS

PERFORMANCE SUMMARY

Trading for the Trust commenced on June 2, 1997. The Trust's success
depends on the Trading Advisor's ability to recognize and capitalize on major
price movements and other profit opportunities in different sectors of the world
economy. The Trading Advisor's trading methods are confidential, so that
substantially the only information that can be furnished regarding the Trust's
results of operations is its performance record, as set forth above. Because of
the speculative nature of its trading, operational or economic trends have
little relevance to the Trust's results, and its past performance is not
necessarily indicative of its future results. The Managing Owner believes,
however, that there are certain market conditions -- for example, markets with
major price movements -- in which the Trust has a better opportunity of being
profitable than in others. The Managing Owner has prepared the following
discussion of monthly activity.

JUNE 1997

In June, gold prices fell to a four-year low as the U.S. dollar
strengthened and inflation indicators remained favorable. Positions in both
gold and silver were profitable. Continued uncertainty surrounding the European
currency union benefited bond markets outside the EMU circle of nations. In the
currency markets, the Swiss monetary authority's determination to keep the franc
from appreciating against major currencies succeeded in pushing the price of
that currency down. After reaching a 20-year high in May, coffee prices fell
steadily in June on news of higher world exports and concerns about the impact
of high prices on demand. The Trust recorded a gain of $20,296.37 or $.16 per
Unit in June.

JULY 1997

In July, positions in U.S. Treasuries resulted in strong gains as did
positions in Japanese Government bonds. In the currency markets, investors
traded German marks and Swiss francs for U.S. dollars, pushing the dollar to new
highs against both currencies. Except for sugar, positions in all other
agricultural commodities traded resulted in losses. Silver and gold prices fell
reflecting the sale by the Australian central bank of 60% of its gold reserves;
the positions held by the Trust in both metals were profitable. The Trust
recorded a gain of $1,436,591.42 or $6.65 per Unit in July.

Although the Trust has been profitable as of July 31, 1997, market
conditions can make it virtually impossible for the Trust to avoid losses over
certain, occasionally sustained, periods of time or avoid major and sudden
declines in Net Asset Value.

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

LIQUIDITY

The Trust's assets are generally held as cash or cash equivalents which are
used to margin the Trust's futures and forward positions and withdrawn, as
necessary, to pay redemptions and expenses. Other than potential market-imposed
limitations on liquidity, due, for example, to daily price fluctuation limits
(see "Risk Factor (5) - Markets May Be Illiquid" at page 16), which are inherent
in the Trust's trading, the Trust's assets are highly liquid and are expected to
remain so. During its operations to date, the Trust experienced no meaningful
periods of illiquidity in any of the numerous markets traded by the Trading
Advisor.

Although Units may be redeemed at any month-end (redemption penalties apply
through the end of the first eleven months after a Unit is issued), no one who
cannot afford to commit funds to a comparatively illiquid investment should
subscribe to the Trust. The Managing Owner believes that investors who are not
prepared to regard the Trust as a medium- to long-term investment should not
purchase Units.

The Managing Owner may make distributions of profits to investors but has
not done so to date and does not presently intend to do so.

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<PAGE>

CAPITAL RESOURCES

Units are offered for sale, and may be redeemed, as of the end of each
month.

The amount of capital raised for the Trust should not have a significant
impact on its operations, as the Trust has no significant capital expenditure or
working capital requirements other than for monies to pay trading losses,
brokerage commissions and charges. Within broad ranges of capitalization, the
trading positions taken on behalf of the Trust should increase or decrease in
approximate proportion to its size.

The Trust raises additional capital only through the sale of Units and
trading profits (if any) and does not engage in borrowing.

The Trust trades futures contracts on currencies, interest rates, energy
and agricultural products, metals and stock indices, spot and forward contracts
on currencies and precious metals and exchanges for physicals. 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 their
contracts (credit risk). Market risk is generally to be measured by the face
amount of the positions acquired and the volatility of the markets traded. The
credit risk from counterparty non-performance associated with these instruments
is the net unrealized gain, if any, on these positions. The risks associated
with exchange-traded contracts are generally 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. In
over-the-counter transactions, on the other hand, traders must rely solely on
the credit of their respective individual counterparties. Margins, which may be
subject to loss in the event of a default, are generally required in exchange
trading, and counterparties may require margin in the over-the-counter markets.

Due to the nature of the Trust's business, substantially all its assets are
represented by cash, United States government obligations and short-term foreign
sovereign debt obligations, while the Trust maintains its market exposure
through open futures, options and forward contract positions.

Inflation PER SE is not expected to be a significant factor in the Trust's
profitability. However, inflationary cycles can give rise either to the type of
major price movements which can have a materially favorable impact on the
Trust's profitability or to the "whipsaw markets" which can have a materially
adverse impact on the Trust's profitability. Furthermore, as the Trust does not
sell products, but rather only trades, its income by no means correlates with
inflation. Consequently, in periods of high inflation, the profit potential of
the Trust may be reduced in terms of real dollars.

IMPORTANCE OF MARKET CONDITIONS TO PROSPECTS FOR PROFITABILITY

The Managing Owner expects that the Trust is most likely to trade
successfully in markets which exhibit strong and sustained price trends. The
trading strategy employed by the Trading Advisor is technical, systematic and
trend-following. Consequently, one would expect that in trendless, "choppy"
markets the Trust would likely be unprofitable, while in markets in which major
price movements occur, the Trust would have its best profit potential (although
there could be no assurance that the Trust would, in fact, trade profitably).

The Managing Owner believes that the profit potential of a managed futures
product such as the Trust can be increased in markets in which major price
movements occur. There have, however, been prolonged periods in the futures
markets without significant price movements, as well as "whipsaw" markets, in
which prices appear to be moving in one direction but then quickly reverse.
Such periods may recur with considerable frequency. There can be no assurance
that the Trading Advisor will trade profitably or that major market movements
will occur.

The Trust's results are determined by the performance of the Trading
Advisor, price trends and movements and prevailing interest rates. None of
these factors can be predicted with any degree of accuracy, and the past
performance of the Trust, or the Trading Advisor may have very little relevance
to how the Trust will perform in the future.

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<PAGE>
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 are kept at CISI's principal office. The officers and directors of CISI
do not receive any compensation directly from CISI.

In addition to the Trust, 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's other pools is set forth on pages 115
to 123.

The directors and officers of CISI are as follows:

HAL T. HANSEN (BORN IN NOVEMBER 1936) 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 (BORN IN AUGUST 1937) 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 a Vice President of Cargill
Investor Services, Inc. Mr. Anderson recently served on the Board of Directors
of the Managed Futures Association.

RICHARD A. DRIVER (born in September 1947) 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.

JAN R. WAYE (born in June 1948) is Senior Vice President. Mr. Waye assumed
his position with Cargill Investor Services, Inc. in mid-September, 1996, after
returning from London where he held various management positions for Cargill
Investor Services, Inc. including most recently Managing Director for CIS
Europe. He was appointed Senior Vice President with CISI on June 24, 1997. Mr.
Waye joined Cargill in 1970 and served in various commodity trading and
management position in Chesapeake, VA; Winnipeg, Manitoba; and Vancouver, BC.
In 1978 he moved to New York and shortly thereafter Minneapolis as head of
Foreign Exchange for Cargill's metals trading business. This unit formed the
nucleus of Cargill's Financial Markets Group as it started operations in 1983.
Mr. Waye served in various management positions in the Financial Markets Group
until 1988 when he assisted in the management and sale of Cargill's life
insurance business in Akron, Ohio. He moved to London in late 1988. Mr. Waye
has served as a member of the Board of LIFFE, the London International Financial
Futures and Options Exchange, and as Vice Chairman of its Membership and Rules
Committee. He also served on the Board of the London Commodity Exchange up to
its merger with LIFFE. Mr. Waye graduated from Concordia College, Moorhead, MN,
with a BA degree in Communications and Economics in 1970.

CHRISTOPHER MALO (BORN IN AUGUST 1956) 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 (born in May 1953) 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

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she is responsible for Fund Services Group. She was appointed Vice President
of CISI in May 1990 and Vice President of Cargill Investor Services, Inc. in
June of 1996.

DONALD ZYCK (born in October 1961) 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 and he
was elected Controller, Secretary and Treasurer of Cargill Investor Services,
Inc. in October 1994.

BRUCE H. BARNETT (born in June 1947) 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. (born in May 1954) 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
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 (born in August 1953) 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.

JOHN W. HENRY & COMPANY, INC.
BACKGROUND

John W. Henry & Company, Inc. ("JWH-Registered Trademark-"), is a United
States-based global investment management firm. JWH is an established leader in
the managed futures industry and as of June 30, 1997 managed approximately $1.9
billion in client assets. JWH's asset management services utilize global
foreign exchange, financial futures and commodities markets. Assets are managed
by JWH for leading money center banks, brokerage firms, retirement plans,
insurance companies, multinational corporations, private banks, and family
offices spanning the Americas, Europe and Asia. Funds for which JWH acts as
manager or co-manager regularly have appeared on industry lists of top-
performing futures funds.

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. JWH
reincorporated in the state of Florida in 1997. 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. The firm is registered as a commodity trading
advisor (CTA) and a commodity pool operator (CPO) with the Commodity Futures
Trading Commission (CFTC), is a member of the National Futures Association (NFA)
and the Futures Industry Association (FIA), and is a sustaining member of the
Managed Futures Association (MFA). In addition, JWH's affiliates, Westport
Capital Management Corporation and Global Capital Management Limited, are CPOs,
JWH Risk Management, Inc. is a CTA and CPO, JWH Asset Management, Inc. is a CTA,
and JWH Financial Products, Inc. is a CTA and CPO. "JWH" is the registered
trademark of John W. Henry & Company, Inc.

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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.

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

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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 executive vice president and chairman 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.

MS. ELIZABETH A.M. KENTON is a senior vice president, the director of
compliance and vice chairman 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.

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 Operating and Investment Policy Committees 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
Operating and Investment Policy Committees 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.

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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. 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.

MR. JULIUS A. STANIEWICZ is the senior strategist in the Product
Development Department and a member of the Operating and Investment Policy
Committees of JWH. 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.

MS. EILENE NICOLL is the vice president of trading administration and a
member of the Investment Policy Committee of JWH. Prior to joining JWH in July
1997, Ms. Nicoll was a vice president beginning in January 1997 at Commercial
Materials, L.L.C., a newly organized corporation which has not yet begun
operations. She was a vice president and director at West Course Capital, Inc.,
a CTA, from January 1994 until it dissolved in December 1996. At West Course
Capital, Inc., Ms. Nicoll was responsible for operations and administration.
Prior to joining West Course Capital, Inc., she was a vice president at REFCO,
Inc. from May 1991 to December 1993. While at REFCO, Inc., she was also a
principal of Nikkhah & Nicoll Asset Management, Inc., a CPO. Ms. Nicoll was at
Shearson Lehman Brothers from January 1987 to December 1990 as vice president-
futures, and subsequently from January 1991 to May 1991 at Moore Capital
Management, Inc. where she was involved in all aspects of the commodity trading
advisor business, including administration, marketing, and allocation of
proprietary capital. From 1984 through 1986 she was an independent
discretionary trader. Ms. Nicoll was employed at Commodities Corporation (USA)
N.V. from 1978 to 1984 where she as an assistance vice president. Ms. Nicoll
received her B.A. in psychology from Brooklyn College.

The additional principals of JWH are: MR. JOHN A. F. FORD, the director of
marketing and a member of the Operating Committee of JWH; MR. MICHAEL D. GOULD,
director of investor services and a member of the Operating Committee of JWH;
MR. JACK M. RYNG, C.P.A., the controller and a member of the Operating Committee
of JWH; MR. CHRISTOPHER E. DEAKINS, a vice president of JWH; MR. CHRIS J.
LAUTENSLAGER, a vice president of JWH; MS. NANCY O. FOX, C.P.A., a vice
president, the director of investment support and a member of the Operating
Committee of JWH; MS. WENDY B. GOODYEAR, a director of the office of the
chairman; MS. MELANIE A. CALDWELL, human resources and administrative director
and a member of the Operating Committee of JWH; MR. ANDREW D. WILLARD, director
of technology at JWH and a member of the Operating Committee of JWH; MR. MARK
W. SPRANKEL, an assistant vice president of JWH; and MR. MATTHEW J. DRISCOLL, an
assistant vice president of JWH.

THE OPERATING COMMITTEE

The Operating Committee is the senior management group at JWH and is
responsible for the implementation of the firm's long-term strategies and
objectives. The Operating Committee, which is composed of key managers from
each department of JWH, also coordinates and oversees the firm's daily
operations.

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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 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 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, the same claims are
alleged and the same relief is sought as in the Kozlowski Action.

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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.

On March 13, 1997, three purported class actions were commenced in the
Superior Court in the State of California, Los Angeles County, on behalf of the
same purported class as the Kozlowski Action. REDD ET AL. V. JOHN W. HENRY &
CO. ET AL., BC167463; GIBSON ET AL. V. JOHN W. HENRY & CO. ET AL., BC167469;
KENDALL ET AL. V. JOHN W. HENRY & CO. ET AL., BC167470. The same defendants are
named, the same claims are alleged and the same relief is sought as in the
Kozlowski Action.

On March 17, 1997, a purported class action was commenced in the Superior
Court in the State of California, Los Angeles County, on behalf of the same
purported class as the Kozlowski Action. KRIEGER ET AL. V. JOHN W. HENRY & CO.
ET AL., BC167636. The same defendants are named, the same claims are alleged
and the same relief is sought as in the Kozlowski Action.

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., for which JWH is the trading advisor. 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 philosophy, JWH uses mathematical
models to execute investment decisions in more than 60 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

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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, or alternatively, 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 JWH program increases, additional emphasis and
weighting may be placed on certain markets which have historically demonstrated
the greatest liquidity and profitability. Furthermore, the weighting of capital
committed to various markets in the trading programs is dynamic, and JWH may
vary the weighting 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 the following 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 ("NAV")
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 JWH account on the date
of these transactions, JWH's general practice is to adjust positions at a
time as near 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 an NAV that will be the same for each of these transactions
and to eliminate possible variations in the NAVs 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 business 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

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level changes. The use of discretion by JWH in the application of its
procedures for trading pool accounts may affect performance positively or
negatively.

PHYSICAL AND CASH COMMODITIES

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 allocates its assets between the Original Investment Program and
the Financial and Metals Portfolio, which are the two longest established,
continuously offered JWH programs. JWH automatically rebalances 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 Original Investment Program, the first
program offered by JWH, offers access to a spectrum of worldwide financial and
nonfinancial futures markets using a disciplined trend identification investment
approach. This program has enjoyed an improved risk/reward profile since 1992,
when the sector allocation was altered and enhanced risk management procedures
were implemented. The Original Investment Program utilizes a long-term
quantitative approach which always maintains a position -- long or short -- in
every market traded by the program. As of June 30, 1997, JWH had approximately
$296 million under management pursuant to the Original Investment Program.

FINANCIAL AND METALS PORTFOLIO. JWH's most widely recognized program, the
Financial and Metals Portfolio attempts to deliver attractive risk-adjusted
returns in global financial and precious metals markets. Currency positions are
held both as outrights -- trading positions taken in foreign currencies versus
the U.S. dollar -- and cross rates -- trading foreign currencies against each
other -- in the interbank market and occasionally futures exchanges. This
program is designed to identify and capitalize on intermediate and long-term
price movements in these markets using a systematic approach to ensure
disciplined investment decisions. If a trend is identified, the program
attempts to take a position; in nontrending market environments, the program may
remain neutral or liquidate open positions. As of June 30, 1997, JWH had
approximately $1.1 billion under management pursuant to the Financial and Metals
Portfolio.

MARKETS AND SECTORS TRADED. The Trust will trade, from time to time, in
over 60 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 June 30,
1997 of the Trading Programs.

ORIGINAL INVESTMENT PROGRAM

Agriculture 13.6% Energy 19.2
U.S. and Canadian Interest Rates 7.6% Pacific Rim Interest Rates 18.8%
European Interest Rates 5.6% Foreign Exchange 19.2%
Metals 7.8% Stock Indices 8.2%

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<PAGE>

FINANCIAL AND METALS PORTFOLIO

U.S. Interest Rates 15.6% Pacific Rim Interest Rates 6.8%
European Interest Rates 21.3% Foreign Exchange 25.6%
Stock Indices 11.6% Metals 19.1%

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 June 30, 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 nine 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 up to 60 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, which opened in 1992 and closed in March 1997,
offered 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 was designed to identify and
capitalize on intermediate- and long-term price movements. Accounts were
denominated in U.S. dollars or Japanese yen. Performance may have been 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 select energy and 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. 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.

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.

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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.

JWH Global Analytics -TM- Family of Programs is an integrated investment
system consisting of a family of programs, collectively known as JWH Global
Analytics.-TM- The family of programs combines different trend identification
methodologies into a single, broadly diversified investment portfolio. JWH
Global Analytics-TM- trades a wide range of financial and commodity markets.
Certain energy and agricultural contracts not previously available through other
JWH investment programs are also included.

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 traded at
approximately one half of the leverage of the traditional Financial and Metals
Portfolio and 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 were 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.
("JWHII," an affiliate of JWH which has ceased operating). As of June 30, 1997,
JWH was managing approximately $1.9 billion of client funds in the futures and
forward markets. All performance information is current as of June 30, 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 the composite capsule performance presentations
include individual accounts which, even though traded according to the same
program, have materially different rates of return. The reasons for this are
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;

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(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, 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. Notwithstanding these material
differences among accounts, the composite remains a valid representation of
the accounts included therein.

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) - (iii) 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 to determine whether any material differences that are detected
could be misleading composite performance results after review of the reasons
for the differences. With the exception of accounts that were established at
levels below JWH's current minimum account size, JWH's policy is to provide
separate performance capsules when an account is consistently performing
differently on a gross trading basis than the other JWH accounts traded
pursuant to the same trading program and the continued inclusion of that
account in the composite would create a distortion of the composite rate of
return.

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 recent periods. 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 IS USING ONLY THE TRADING PROGRAMS AND NO
OTHER JWH PROGRAMS.

On several occasions over the last five years, 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 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.

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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.

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, and in July 1996 for the Worldwide
Bond Program and Dollar Program, and in June 1997 for JWH Global Analytics.-TM-

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 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 had an impact on 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 from account to account managed pursuant to all
programs. Management fees vary from 0% to 6% of assets under management;
incentive fees vary from 0% to 25% of trading 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
are not currently used 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 are not utilized by the
Trust, no monthly rates of return tables are presented for them.

Performance summaries are also shown for accounts managed by JWHII. These
accounts were traded pursuant to the Financial and Metals Portfolio and
InterRate-TM-.

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 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.

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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 JUNE 30, 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: 37 |
| AGGREGATE ASSETS (EXCLUDING "NOTIONAL" EQUITY) OVERALL: $1.9 billion |
| AGGREGATE ASSETS (EXCLUDING "NOTIONAL" EQUITY) |
| IN PROGRAM: $1.1 billion |
| LARGEST MONTHLY DRAWDOWN: (27.7)% (1/92) |
| LARGEST PEAK-TO-VALLEY DRAWDOWN: (58.8)% (1/92-5/92) |
| 1997 COMPOUND RATE OF RETURN: (6.0)% (6 months) |
| 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. 58. |
| |
| See Monthly Rates of Return on p. 48. |
| |
--------------------------------------------------------------------------

--------------------------------------------------------------------------
| 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: $1.9 billion |
| AGGREGATE ASSETS (EXCLUDING "NOTIONAL" EQUITY) |
| IN PROGRAM: $288 million |
| AGGREGATE ASSETS (INCLUDING "NOTIONAL" EQUITY) |
| IN PROGRAM: $296 million |
| LARGEST MONTHLY DRAWDOWN: (25.9)% (10/92) |
| LARGEST PEAK-TO-VALLEY DRAWDOWN: (62.1)% (7/88-5/92) |
| 1997 COMPOUND RATE OF RETURN: 2.3% (6 months) |
| 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. 58. |
| |
| See Monthly Rates of Return on p. 49. |
---------------------------------------------------------------------------

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 56-57.

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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 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, 1992. 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 JUNE 30, 1997.

-47-
<PAGE>

<TABLE>

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 (2.2) (0.7) (2.9) (8.3) 4.1 N/A N/A N/A N/A N/A N/A (6.0)
(6 months)
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. 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.

-48-

<PAGE>

THE TRADING PROGRAMS
MONTHLY RATES OF RETURN

ORIGINAL INVESTMENT PROGRAM

<TABLE>

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 0.2 1.6 0.5 1.1 (4.4) N/A N/A N/A N/A N/A N/A 2.3%
(6 MONTHS)
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) (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. 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.

-49-

<PAGE>

JWH PROGRAMS
PERFORMANCE SUMMARIES

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: 11
AGGREGATE ASSETS (EXCLUDING "NOTIONAL" EQUITY) OVERALL: $1.9 billion
AGGREGATE ASSETS (EXCLUDING "NOTIONAL" EQUITY)
IN PROGRAM: $149 million
AGGREGATE ASSETS (INCLUDING "NOTIONAL" EQUITY)
IN PROGRAM: $158 million
LARGEST MONTHLY DRAWDOWN: (22.2)% (2/92)
LARGEST PEAK-TO-VALLEY DRAWDOWN: (31.6)% (1/92-2/92)
1997 COMPOUND RATE OF RETURN: (9.8)% (6 months)
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. 58 & 60.

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: $1.9 billion
AGGREGATE ASSETS (EXCLUDING "NOTIONAL" EQUITY)
IN PROGRAM: $85 million
LARGEST MONTHLY DRAWDOWN: (13.1 )% (1/92)
LARGEST PEAK-TO-VALLEY DRAWDOWN: (31.4)% (10/92-1/95)
1997 COMPOUND RATE OF RETURN: 12.7% (6 months)
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. 59.

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 56-57.

-50-

<PAGE>

JWH PROGRAMS
PERFORMANCE SUMMARIES

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: 6
AGGREGATE ASSETS (EXCLUDING "NOTIONAL" EQUITY) OVERALL: $1.9 billion
AGGREGATE ASSETS (EXCLUDING "NOTIONAL" EQUITY)
IN PROGRAM: $75 million
LARGEST MONTHLY DRAWDOWN: (16.0)% (1/92)
LARGEST PEAK-TO-VALLEY DRAWDOWN: (35.9)% (9/92-1/95)
1997 COMPOUND RATE OF RETURN: 16.7% (6 months)
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: WORLDWIDE BOND PROGRAM
INCEPTION OF CLIENT ACCOUNT TRADING: October 1982
INCEPTION OF CLIENT ACCOUNT TRADING IN PROGRAM: July 1996
NUMBER OF OPEN ACCOUNTS: 2
AGGREGATE ASSETS (EXCLUDING "NOTIONAL" EQUITY) OVERALL: $1.9 billion
AGGREGATE ASSETS (EXCLUDING "NOTIONAL" EQUITY)
IN PROGRAM: $20 million
LARGEST MONTHLY DRAWDOWN: (6.2)% (5/97)
LARGEST PEAK-TO-VALLEY DRAWDOWN: (6.2)% (12/96-5/97)
1997 COMPOUND RATE OF RETURN: (2.3)% (6 months)
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

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: $1.9 billion
AGGREGATE ASSETS (EXCLUDING "NOTIONAL" EQUITY)
IN PROGRAM: $106 million
LARGEST MONTHLY DRAWDOWN: (19.5)% (11/94)
LARGEST PEAK-TO-VALLEY DRAWDOWN: (48.9)% (7/94-1/95)
1997 COMPOUND RATE OF RETURN: (4.7)% (6 months)
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. 59.

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: $1.9 billion
AGGREGATE ASSETS (EXCLUDING "NOTIONAL" EQUITY)
IN PROGRAM: $25 million
LARGEST MONTHLY DRAWDOWN: (25.5)% (1/92)
LARGEST PEAK-TO-VALLEY DRAWDOWN: (38.4)% (1/92-10/92)
1997 COMPOUND RATE OF RETURN: (2.8)% (6 months)
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)%

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 56-57.

-51-

<PAGE>

JWH PROGRAMS
PERFORMANCE SUMMARIES

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: $1.9 billion
AGGREGATE ASSETS (EXCLUDING "NOTIONAL" EQUITY)
IN PROGRAM: $4 million
LARGEST MONTHLY DRAWDOWN: (7.8)% (7/94)
LARGEST PEAK-TO-VALLEY DRAWDOWN: (23.6)% (7/94-1/95)
1997 COMPOUND RATE OF RETURN: 3.6% (6 months)
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. 59.

NAME OF PROGRAM: GLOBAL ANALYTICS-TM- FAMILY OF PROGRAMS
INCEPTION OF CLIENT ACCOUNT TRADING: October 1982
INCEPTION OF CLIENT ACCOUNT TRADING IN PROGRAM: June 1997
NUMBER OF OPEN ACCOUNTS: 2
AGGREGATE ASSETS (EXCLUDING "NOTIONAL" EQUITY) OVERALL: $1.9 billion
AGGREGATE ASSETS (EXCLUDING "NOTIONAL" EQUITY)
IN PROGRAM: $47 million
LARGEST MONTHLY DRAWDOWN: N/A
LARGEST PEAK-TO-VALLEY DRAWDOWN: N/A
1997 COMPOUND RATE OF RETURN: 3.2% (1 month)
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: N/A
1992 COMPOUND RATE OF RETURN: N/A

NAME OF PROGRAM: DOLLAR PROGRAM
INCEPTION OF CLIENT ACCOUNT TRADING: October 1982
INCEPTION OF CLIENT ACCOUNT TRADING IN PROGRAM: July 1996
NUMBER OF OPEN ACCOUNTS: 2
AGGREGATE ASSETS (EXCLUDING "NOTIONAL" EQUITY) OVERALL: $1.9 billion
AGGREGATE ASSETS (EXCLUDING "NOTIONAL" EQUITY)
IN PROGRAM: $28 million
LARGEST MONTHLY DRAWDOWN: (8.4)% (5/97)
LARGEST PEAK-TO-VALLEY DRAWDOWN: (9.4)% (5/97-6/97)
1997 COMPOUND RATE OF RETURN: (2.3)% (6 months)
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: 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: $1.9 billion
AGGREGATE ASSETS (EXCLUDING "NOTIONAL" EQUITY)
IN PROGRAM: N/A
LARGEST MONTHLY DRAWDOWN: (3.2)% (2/96)
LARGEST PEAK-TO-VALLEY DRAWDOWN: (5.1)% (2/96-8/96)
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

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 56-57.

-52-

<PAGE>

JWH INC. PROGRAMS
PERFORMANCE SUMMARIES

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: $1.9 billion
AGGREGATE ASSETS (EXCLUDING "NOTIONAL" EQUITY)
IN PROGRAM: N/A
LARGEST MONTHLY DRAWDOWN: (10.2)% (9/92)
LARGEST PEAK-TO-VALLEY DRAWDOWN: (19.7)% (9/92-11/93)
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: INTERRATE-TM-*
INCEPTION OF CLIENT ACCOUNT TRADING: September 1991
INCEPTION OF CLIENT ACCOUNT TRADING IN PROGRAM:
February 1992; ceased trading November 1993
NUMBER OF OPEN ACCOUNTS: 0
AGGREGATE ASSETS (EXCLUDING "NOTIONAL" EQUITY) OVERALL: N/A
AGGREGATE ASSETS (EXCLUDING "NOTIONAL" EQUITY) IN PROGRAM: N/A
LARGEST MONTHLY DRAWDOWN: (9.3)% (9/92)
LARGEST PEAK-TO-VALLEY DRAWDOWN: (20.6)% (9/92-11/93)
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. 60.

*Reflects performance of an account managed by JWH's affiliate,
JWH Investments, Inc.,
which has ceased operations.

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: $1.9 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)%

NAME OF PROGRAM: FINANCIAL AND METALS PORTFOLIO*
INCEPTION OF CLIENT ACCOUNT TRADING: September 1991
INCEPTION OF CLIENT ACCOUNT TRADING IN PROGRAM:
September 1991; ceased trading July 1995
NUMBER OF OPEN ACCOUNTS: 0
AGGREGATE ASSETS (EXCLUDING "NOTIONAL" EQUITY) OVERALL: N/A
AGGREGATE ASSETS (EXCLUDING "NOTIONAL" EQUITY) IN PROGRAM: N/A
LARGEST MONTHLY DRAWDOWN: (16.6)% (1/92)
LARGEST PEAK-TO-VALLEY DRAWDOWN: (34.4)% (1/92-5/92)
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. 58.

*Reflects performance of an account managed by JWH's affiliate,
JWH Investments, Inc.,
which has ceased operations.

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 56-57.

-53-

<PAGE>

JWH PROGRAMS
PERFORMANCE SUMMARIES
YEN FINANCIAL PORTFOLIO
(continued on page 55)

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: 0
AGGREGATE ASSETS (EXCLUDING "NOTIONAL" EQUITY) OVERALL: $1.9 billion
AGGREGATE ASSETS (EXCLUDING "NOTIONAL" EQUITY) IN PROGRAM: $0
LARGEST MONTHLY DRAWDOWN: (14.4)% (2/92)
LARGEST PEAK-TO-VALLEY DRAWDOWN: (35.5)% (4/95-7/96)

See Additional Note on p. 59.
<TABLE>

LARGEST LARGEST
ACCOUNT INCEPTION OF AGGREGATE COMPOUND RATE MONTHLY PEAK-TO-VALLEY
NO. TRADING ASSETS OF RETURN (%) DRAWDOWN % DRAWDOWN %

<S> <C> <C> <C> <C> <C> <C>
1 1/92 closed - 3/97 1997: (0.3) (3 months) (14.4)-2/92 (30.5) - 4/95-7/96
1996: (8.5)
1995: 20.6
1994: (13.0)
1993: 76.4
1992: 20.1

2 4/93 closed - 1/97 1997: (0.1) (1 month) (6.9) - 7/95 (29.0) - 4/95-7/96
1996: (9.9)
1995: 21.0
1994: (8.8)
1993: 71.4

3 1/94 closed - 1/97 1997: (2.4) (1 month) (6.0) - 7/95 (26.6) - 4/95-7/96
1996: (10.9)
1995: 22.4
1994: (7.5)

4 6/94 closed - 3/97 1997: 1.4 (3 months) (6.5) - 7/95 (22.3) - 4/95-7/96
1996: (0.6)
1995: 24.2
1994: (1.6) (7 months)

5 8/94 closed - 3/97 1997: (2.4) (3 months) (7.1) - 7/95 (30.4) - 4/95-7/96
1996: (6.0)
1995: 21.1
1994: (4.3) (5 months)

6 1/95 closed - 3/97 1997: (3.7) (3 months) (7.5) - 7/95 (35.5) - 4/95-7/96
1996: (13.5)
1995: 13.2

7 3/94 closed - 3/97 1997: 4.0 (3 months) (6.7) - 7/96 (15.9) - 2/96-7/96
1996: 7.8
1995: 28.1
1994: (11.2) (10 months)

8 4/92 closed - 9/93 1993: 62.6 (9 months) (11.7) - 5/92 (11.7) - 4/92-5/92
1992: 27.0 (9 months)

9 2/92 closed - 12/92 1992: 32.7 (11 months) (11.5) - 2/92 (11.5) - 2/92

10 3/94 closed - 12/94 1994: (7.4) (10 months) (5.4) - 5/94 (10.5) - 4/94-12/94

</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 56-57.

-54-

JWH PROGRAMS
PERFORMANCE SUMMARIES

YEN FINANCIAL PORTFOLIO (cont'd)

<TABLE>

LARGEST LARGEST
ACCOUNT INCEPTION OF AGGREGATE COMPOUND RATE MONTHLY PEAK-TO-VALLEY
NO. TRADING ASSETS OF RETURN (%) DRAWDOWN % DRAWDOWN %
<S> <C> <C> <C> <C> <C>
11 11/93 closed - 8/95 1995: 20.0 (8 months) (9.0) - 8/95 (18.8) - 4/95-8/95
1994: (13.4)
1993: 5.2 (2 months)

12 11/93 closed - 1/95 1995: (0.6) (1 month) (6.3) - 5/94 (16.5) - 4/94-1/95
1994: (15.1)
1993: 4.8 (2 months)

13 12/92 closed - 3/96 1996: (4.1) (3 months) (4.9) - 7/95 (15.8) - 12/93-1/95
1995: 31.4
1994: (14.1)
1993: 69.2
1992: 0.1 (1 month)

14 1/93 closed - 12/95 1995: 10.9 (6.2) - 7/95 (15.8) - 4/95-12/95
1994: (4.1)
1993: 43.6

15 4/93 closed - 9/94 1994: (19.0) (9 months) (5.8) - 5/94 (19.9) - 11/93-9/94
1993: 25.3 (9 months)

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) (6.0) - 7/95 (12.4) - 4/95-10/95
1995: 26.6
1994: (5.1)
1993: 73.9
1992: (1.0) (1 month)

18 3/94 closed - 4/96 1996: (6.3) (4 months) (6.2) - 7/95 (18.5) - 4/95-4/96
1995: 18.5
1994: (10.1) (10 months)

19 12/94 closed - 4/96 1996: (7.8) (4 months) (6.6) - 7/95 (21.1) - 4/95-4/96
1995: 18.3
1994: 0.2 (1 month)

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) (3.6) - 7/94 (9.9) - 6/94-1/95
1994: (6.6) (7 months)

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 56-67

-55-
<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 the date on which JWH (or JWHII)
began directing client accounts.

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

4. NUMBER OF OPEN ACCOUNTS is the number of accounts directed by JWH (or
JWHII) pursuant to the program shown as of the date indicated.

5. AGGREGATE ASSETS (EXCLUDING "NOTIONAL" EQUITY) OVERALL is the aggregate
amount of actual assets under the management of JWH in all programs as of
the date indicated. For JWH, 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 (or JWHII) in all programs being operated as of the date indicated.
For JWH, 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 (or JWHII) in the
program shown as of the date indicated. 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 (or JWHII) in the program shown as of the date indicated. For JWH,
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.

-56-
<PAGE>
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.

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 equaled 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.

-57-
<PAGE>

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 60.

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.

-58-
<PAGE>
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. In April 1995, JWH
established a new leverage level for the Global Financial Portfolio. This new
level represents one-half the leverage previously employed.

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 was traded from the Japanese yen perspective.
Accounts were 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 were recognized in yen-denominated Japanese markets, accounts
held varying levels of U.S. dollars and Japanese yen. Additionally, the
interbank position was adjusted periodically to reflect the actual portions of
the account balances remaining in U.S. dollars.

The performance summary of the Yen Financial Portfolio was presented on an
individual account by account basis due to material differences among accounts'
historical performance. 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.

-59-
<PAGE>

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

The Yen Financial Portfolio began trading client capital in January 1992
and closed in March 1997. In June 1996, one proprietary account commenced
trading pursuant to an investment in a fund. This proprietary account traded in
exactly the same manner that client funds would be traded, and was 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.

-60-
<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 that at the end of each
quarter the Trading Advisor will automatically rebalance the allocation between
the Trading Programs so that the Trading Programs are 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 Securities 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 such actions or omissions were 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.

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<PAGE>

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 and the Trading Advisory Agreement
between the Trust and JWH. The scope of 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 77."

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 is 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, 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.

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<PAGE>

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 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 pays from its own funds all selling commissions incurred on the sale of
the Units. The organizational and initial offering costs advanced by CISI were
reimbursed by the Trust to CISI on the initial closing date and such reimbursed
amount is being 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 from the sale of the Units, plus the Managing
Owner's required contribution in a minimum amount of 1% of the Trust's total
capitalization, will be deposited in the Trust's trading account and available
for speculative trading. DESPITE THE FACT THAT CIS PAYS 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 LAST DAY OF THE MONTH AS OF WHICH UNITS ARE
ISSUED) 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 makes of the proceeds of the offering of
the Units is 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 allocates Trust assets equally between the Trading Programs. At the end
of each quarter, JWH automatically rebalances the Trust's assets equally between
the Trading Programs. The Managing Owner allocates 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.

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MAINTENANCE OF ASSETS; INTEREST INCOME

Generally the Trust's assets are 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 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 are 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 are 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 are held in
unregulated accounts. In general, approximately 80% to 94% of the Trust's
assets are 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 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 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 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 in 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 is required to deposit margin with CISFS.
CIS satisfies 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 are not held by CISFS as
customer segregated funds under the CEA and the rules of the CFTC but are
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 is subject to the following charges and fees.

RECIPIENT NATURE OF PAYMENT AMOUNT OF PAYMENT
- --------- ----------------- -----------------
<S> <C> <C>
CISI Organizational and CISI advanced these costs, approximately $650,000,
initial offering costs the amount of which was reimbursed to CISI by the Trust
at the initial closing and is being 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 6.5% annually (or approximately 0.542% per month) of
the Trust's month-end assets (after deduction of the
Management Fee payable to JWH) is paid to CIS. Such
Brokerage Fee covers 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 above CIS and CISFS credit the Trust with interest on 100% of
amount credited to the Trust, the Trust's average daily balances on deposit with CIS
if any 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 $60,000
annually.

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 As of each calendar quarter-end, 15% of any New Trading
Profit for such quarter will be paid to JWH. Trading
Profit for any period equals the sum of (i) the net of
any profits and losses realized on all trades closed
out during a quarter, (ii) the net of any
</TABLE>

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<PAGE>

RECIPIENT NATURE OF PAYMENT AMOUNT OF PAYMENT
- --------- ----------------- -----------------
<S> <C> <C>

unrealized profits and losses on open positions as of
the end of such quarter less the net of any unrealized profits
and losses on open positions as of the end of the immediately
preceding quarter, minus (iii) 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 is calculated on the basis of the
overall performance of the Trust, not the performance
of each Trading Program considered individually.

New Trading Profit for any quarter is the amount of
cumulative calendar quarter-end Trading Profit in
excess of the highest level of such cumulative Trading
Profit as of any previous calendar quarter-end.

BECAUSE THE INCENTIVE FEE IS 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 delivery, Actual payments to third parties; not subject to
insurance, storage and any estimate.
other extraordinary charges;
taxes (if any)

</TABLE>

________________________

ORGANIZATIONAL AND INITIAL OFFERING COSTS

The Trust's organizational and initial offering costs, approximately
$650,000, were advanced by CISI and reimbursed, without interest, to CISI by the
Trust at the initial closing. The amount of such organizational and initial
offering cost reimbursement is being amortized over 60 months commencing June
1997. 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

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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 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.

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 does not pay
commodity brokerage commissions on a per-trade basis but rather pays 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 receives 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 any 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 June 30, 1998, for example, 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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<PAGE>

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 the 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 pays 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 pays 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 pays 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 pays JWH a Management Fee at the annual rate of 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 pays to JWH a quarterly Incentive Fee equal to 15% of New
Trading Profit. New Trading Profit in any quarter is equal to the Trading
Profit for such quarter that is in excess of (i) the highest level of
cumulative Trading Profit as of any previous calendar quarter-end; or (ii)
$0, if higher (the "High Water Mark").

Trading Profit is equal to 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) 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.

Incentive Fees accrue monthly but are paid at the end of each calendar
quarter. Accrued but unpaid Incentive Fees reduce (or, in the event that a
previous accrual is reversed, increase) the month-end Net Asset Value of
Units. However, Incentive Fees previously paid do not reduce Trading Profit
(I.E., JWH does not have to "earn back" its Incentive Fee in order to produce
New Trading Profit on which Incentive Fees may be paid).

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, equaled $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

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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) 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 equaled $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 were initially sold for $100 per Unit, (ii)
the Trust incurred a $1,000,000 loss in the first month of trading, (iii) an
additional 100,000 Units were sold as of the end of the first month at Net
Asset Value per Unit of $90, and (iv) the Trust recognized a gain (after
deduction of the Brokerage Fee 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, and will not 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 pays its actual periodic legal, accounting, auditing, printing,
recording and filing fees, postage charges and Trustee's fees, which together
are currently estimated at approximately $60,000 annually.

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 are not susceptible to estimate. Extraordinary
expenses, if any, will not reduce Trading Profits for purposes of Incentive
Fee calculations.

CISI SENDS EACH UNITHOLDER A MONTHLY STATEMENT WHICH INCLUDES A
DESCRIPTION OF THE TRUST'S PERFORMANCE DURING THE PRIOR MONTH AND SETS 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 are paid by the entities indicated below.

BROKERAGE FEE FOR CURRENCY AND PRECIOUS METALS TRADING

CIS pays CISFS, from CIS's own funds, brokerage fees on a per trade basis
for the Trust's trading of spot and forward contracts on currencies and
precious metals.

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SELLING COMMISSIONS AND ONGOING COMPENSATION

CIS pays 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
pays 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 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 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 last day of a calendar month) and not the
date that investors' subscriptions are accepted or the subscription funds are
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 executes and clears the Trust's futures
transactions and provides 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 in Chicago, New York, Kansas City and Minneapolis as well as in
England, France, Singapore and Japan. 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

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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 the Trust and from
Cargill, Incorporated or its affiliates, and CIS might be deemed to have a
conflict of interest with respect to 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 have entered 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 record keeping, 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.

Trust assets are deposited with CIS in its capacity as the Trust's
Futures Broker. CIS credits interest monthly to the Trust's account 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. acts 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 no later than five

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business days prior to month-end (including the last business day of the
month) 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 -- Third Amended and Restated Declaration and
Agreement of Trust.

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. Units are considered "sold" for purposes
of determining whether redemption charges apply as of the last business 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.

Futures or option contracts traded on a United States commodity exchange
are 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.

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Organizational and initial offering cost reimbursement do 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.

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 THIRD AMENDED AND RESTATED DECLARATION AND AGREEMENT OF
TRUST (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

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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.

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)).

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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.

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);

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(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)).

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, directly or
indirectly, benefits financially from the fact that CIS and CISFS 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.

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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.

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.

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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.

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.

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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."

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

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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).

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 eighteen months, 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 eighteen months, 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 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.

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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

On August 5, 1997, the Taxpayer Relief Act of 1997 (the "Act") was
enacted which made substantial changes to the taxation of capital gains for
non-corporate taxpayers. For sales of capital assets occurring after May 6,
1997, the maximum tax rate for non-corporate taxpayers on net adjusted
capital gains (as defined below) is 20%. Under the Act, only capital assets
held for more than 18 months (including 60% of gain on Section 1256
Contracts) are eligible for the 20% tax rate. Net gain on capital assets
held more than 12 months and not more than 18 months ("mid-term gain") is
subject to a maximum tax rate of 28%. Net short-term capital gain or loss
(i.e., net gain or loss on assets held for 12 months or less, including 40%
of gain or loss on Section 1256 Contracts) is subject to tax at the same
rates as ordinary income. Net adjusted capital gain is the excess of net
long-term capital gain over net short-term capital loss reduced by mid-term
gain, if any. In addition, the Act provides a temporary reduction in the tax
rate from 28% to 20% for net gains on capital assets held more than one year
that were sold after May 6, 1997 and before July 29, 1997. 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 capital gains
for the taxable year plus $3,000. See "Risk Factor (30) -- Taxation of
Interest Income Irrespective of Trading Losses." Capital gains are subject
to tax at the same rates as ordinary income for corporate taxpayers.

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%

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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.

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

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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 lower capital gains rates 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.

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.

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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.

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.

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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 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

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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 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
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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 trades 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 engages, 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 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.

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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 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.

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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

Units are offered 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. 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.

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 when the
subscription is submitted. 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" 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 after the receipt of a subscription by the
Managing Owner. The Managing Owner will send each subscriber whose
subscription for Units has been accepted a confirmation of such acceptance.

Subscription documents must generally be received no later than the fifth
business day prior to the month-end of investment (including the last
business day of the month) in order to be accepted as of the last day of the
month.
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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 (I.E., the date of subscription).

CISI advanced the Trust's organizational and initial offering costs
(approximately $650,000), for which CISI was reimbursed by the Trust at the
initial closing. The Trust is amortizing 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.

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 in respect of which
Registered Representatives who are registered with the CFTC and have passed
either the Series 3 or the Series 31 Examination 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

-91-
<PAGE>

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 installment 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
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
correspondent, who must be registered as a broker-dealer, the relevant
Additional Selling Agent will retain (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 correspondent,
and will in each case pass on the remainder initial selling commission and
ongoing compensation to the correspondent.

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>
Additional Additional
Selling Agent Correspondent Selling Agent Wholesaler
Additional Selling Agent 4.0% 1.0% 3.0% 3.0% 1.0%
- ------------------------------------------------------------------------------------------
</TABLE>

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>
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

-92-
<PAGE>

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-dealers in such State and such persons' Registered Representatives.

See "Conflicts of Interest -- 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. Sidley & Austin advises 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 December
31, 1996 and the financial statements of CIS Investments, Inc. as of May 31,
1997 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
receive a current monthly Account Statement or current 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.

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."

-93-
<PAGE>

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.

-94-
<PAGE>
INDEX OF FINANCIAL STATEMENTS

PAGE
----

JWH GLOBAL TRUST

Independent Auditor's Report . . . . . . . . . . . . . . . . . . . . . 96

Statement of Financial Condition as of December 31, 1996 . . . . . . . 97

Notes to Statement of Financial Condition. . . . . . . . . . . . . . . 98

Statements of Financial Condition as of June 30, 1997 (unaudited). . . 99

Statements of Operations (unaudited) . . . . . . . . . . . . . . . . . 100

Statements of Changes in Unitholders' Capital (unaudited). . . . . . . 101

Statements of Cash Flows (unaudited) . . . . . . . . . . . . . . . . . 102

Notes to Financial Statements. . . . . . . . . . . . . . . . . . . . . 103

CIS INVESTMENTS, INC.

Independent Auditor's Report . . . . . . . . . . . . . . . . . . . . . 107

Statements of Financial Condition as of May 31, 1997 and 1996. . . . . 108

Notes to Financial Statements. . . . . . . . . . . . . . . . . . . . . 112

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

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.

-95-
<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 December 31, 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 December 31, 1996 in conformity with generally accepted
accounting principles.

KPMG Peat Marwick LLP

August 15, 1997
--

-96-

<PAGE>

JWH GLOBAL TRUST

Statement of Financial Condition

December 31, 1996

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.

-97-
<PAGE>

JWH GLOBAL TRUST

Notes to Statement of Financial Condition

December 31, 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, Inc. (CISFS), 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 December 31, 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 assets 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.

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<PAGE>

JWH GLOBAL TRUST
STATEMENTS OF FINANCIAL CONDITION

Jun 30, 1997 Dec 31, 1996
(Unaudited)
------------ ------------
ASSETS
Cash $ 100,113 $1,000
Equity in commodity futures
trading accounts:
Account balance 21,903,554 0
Unrealized gain on open futures contracts 551,773 0
------------ ------------
22,555,440 1,000

Interest receivable 52,560 0
Prepaid Initial O&O 645,648 0
------------ ------------
TOTAL ASSETS $23,253,648 $1,000
------------ ------------
------------ ------------
LIABILITIES AND UNITHOLDERS' CAPITAL
Liabilities:
Accrued commissions due to CIS $70,808 $0
Accrued management fee 43,858 0
Accrued incentive fee 6,507 0
Accrued operating expenses 5,458 0
Redemptions payable 845,153 0
Selling and Offering Expenses Payable 655,441 0
------------ ------------
Total liabilities 1,627,225 0

Unitholders' Capital:
Beneficial owners (213,425.82 units outstanding 21,376,183 817
at 6/30/97, 8.17 units outstanding at 12/31/96)
(see Note 1)
Managing owner (2,498.40 units outstanding at 250,240 183
6/30/97 and 1.83 at 12/31/96) (see Note 1)
------------ ------------
Total unitholders' capital 21,626,423 1,000
------------ ------------
TOTAL LIABILITIES AND
UNITHOLDERS' CAPITAL $23,253,648 $1,000
------------ ------------
------------ ------------

In the opinion of management, these statements reflect all adjustments
necessary to fairly state the financial condition of JWH Global Trust. (See
Note 6)

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<PAGE>

JWH GLOBAL TRUST
STATEMENTS OF OPERATIONS
UNAUDITED

Jun 2, 1997* Jun 2, 1997*
through through
Jun 30, 1997 Jun 30, 1997
------------ ------------

REVENUES

Gains on trading of commodity futures
and forwards contracts, physical
commodities and related options:
Realized gain (loss) on closed positions ($458,844) ($458,844)
Change in unrealized gain (loss)
on open positions 551,773 551,773
Interest income 56,200 56,200
Foreign currency transaction gain (loss) 8,004 8,004
------------ ------------
Total revenues 157,133 157,133

EXPENSES

Commission paid to CIS 70,808 70,808
Exchange fees 413 413
Management fees 43,858 43,858
Incentive fees 6,507 6,507
Operating expenses 15,251 15,251
------------ ------------
Total expenses 136,836 136,836
------------ ------------
NET PROFIT (LOSS) $20,296 $20,296
------------ ------------
------------ ------------
PROFIT (LOSS) PER UNIT OF
OWNERSHIP INTEREST $0.16 $0.16
------------ ------------
------------ ------------
(see Note 1) (see Note 1)

* Commencement of Operations

This Statement of Operations, in the opinion of management, reflects all
adjustments necessary to fairly state the financial condition of JWH Global
Trust. (See Note 6)

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<PAGE>

JWH GLOBAL TRUST
STATEMENTS OF CHANGES IN UNITHOLDERS' CAPITAL
From June 2 (commencement of operations) through June 30, 1997

UNAUDITED

Beneficial Managing
Units* Owners Owner Total

Unitholders' 8.17 $817 $183 $1,000
capital at January
1, 1997

Redemption of (8.17) (817) (183) ($1,000)
Initial Owners

Additional Units 221,863.85 22,201,280 250,000 22,451,280
Sold
(see Note 1)

Net profit (loss) 20,056 240 20,296

Redemptions (8,438.02) (845,153) (845,153)
(see Note 1) ---------- ----------- -------- -----------

Unitholders' 213,425.82 $21,376,183 $250,240 $21,626,423
capital at June ---------- ----------- -------- -----------
30, 1997 ---------- ----------- -------- -----------

Net asset value 100.00 100.00
per unit
June 2, 1997 (see
Note 1)

Net profit (loss) 0.16 0.16
per unit (see ---- ----
Note 1)

Net asset value $100.16 $100.16
per unit
June 30, 1997

*Units of Beneficial Ownership.

This Statement of Changes in Unitholders' Capital, in the opinion of
management, reflects all adjustments necessary to fairly state the financial
condition of JWH Global Trust. (See Note 6)

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<PAGE>

JWH GLOBAL TRUST
STATEMENTS OF CASH FLOWS
UNAUDITED

June 2, 1997*
through
June 30, 1997
-------------
Cash flows from operating activities:

Net profit (loss) $20,296

Adjustments to reconcile net profit
(loss) to net cash provided by
(used in) operating activities:

Change in assets and liabilities:

Unrealized gain (loss) on open (551,773)
futures contracts

Interest receivable (52,560)

Prepaid Organization and Offering Expenses (645,648)

Accrued liabilities 126,632

Redemptions payable 845,153

Selling and Offering Expenses Payable 655,441
-----------
Net cash provided by (used in) 397,540
operating activities

Cash flows from financing activities:

Additional Units Sold 22,451,280

Unitholder redemptions (846,153)
------------
Net cash provided by (used in) 21,605,127
financing activities -----------

Net increase (decrease) in cash 22,002,667

Cash at beginning of period 1,000
-----------
Cash at end of period $22,003,667
-----------
-----------
*Commencement of Operations

This Statement of Cash Flows, in the opinion of management, reflects all
adjustments necessary to fairly state the financial condition of JWH Global
Trust. (See Note 6)

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<PAGE>

JWH GLOBAL TRUST

NOTES TO FINANCIAL STATEMENTS
(Unaudited)
JUNE 30, 1997

(1) GENERAL INFORMATION AND SUMMARY

JWH Global Trust (the "Trust") is a Delaware business trust organized on
November 12, 1996 under the Delaware Business Trust Act. The business of the
Trust is the speculative trading of commodity interests, including 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 ("Commodity Interests")
pursuant to the trading instructions of an independent trading advisor. The
managing owner of the Trust is CIS Investments, Inc., a Delaware corporation
organized in June 1983 (the "Managing Owner"). The Managing Owner is
registered as a commodity pool operator under the Commodity Exchange Act, as
amended, and is responsible for administering the business and affairs of the
Trust exclusive of trading decisions. The Managing Owner is an affiliate of
Cargill Investor Services, Inc., the clearing broker for the Trust (the
"Clearing Broker") and CIS Financial Services, Inc., which acts as the
Trust's currency dealer ("CISFS"). Trading decisions for the Trust were
made by an independent commodity trading advisor, John W. Henry & Company,
Inc.

The public offering of the Trust's units of beneficial interest ("Units")
commenced on April 3, 1997. The initial offering price was $100 per Unit
until the initial closing of the Trust, and thereafter at the current Net
Asset Value of the Trust on the last business day of the calendar month. The
total amount of the initial offering is $50,000,000. As a result of the
Units being offered at each month-end Net Asset Value, the total number of
Units authorized for the Trust is not determinable and therefore is not
disclosed in the financial statements.

The initial closing of the Trust was on May 30, 1997 and the Trust commenced
trading on June 2, 1997. The initial beneficial owners of the Trust,
representing ownership of $1,000, were redeemed on May 30, 1997, prior to the
commencement of trading.

The minimum subscription size for the offering is $5,000 for individuals and
$2,000 for trustees or custodians of eligible employee benefit plans and
individual retirement accounts (subject to higher minimums in certain
states); and $1,000 for existing investors in the Trust (the "Unitholders").
By June 30, 1997, a total of 224,362.25 Units (including 2,498.40 Units of
managing ownership) representing a total investment of $22,451,280 had been
sold in the offering period commencing April 3, 1997.

A Unitholder may cause the Trust to redeem any or all of such Unitholder's
Units at Net Asset Value as of the last business day of any calendar month.
Written redemption requests must be received by the Managing Owner 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 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. The Managing Owner may declare additional
redemption dates by notice to the Unitholders. Redemption proceeds will
generally be paid within ten business days after the month-end of redemption.
The Trust's Third Amended and Restated Declaration and Agreement of Trust
contains a full description of the Trust's redemption and distribution
procedures.

The Trust shall terminate on December 31, 2026 if none of the following occur
prior to that date: (1) investors holding more than 50 percent of the
outstanding Units notify the Managing Owner to dissolve the Trust as of a
specific date; (2) withdrawal, insolvency, bankruptcy, retirement,
resignation, expulsion or dissolution of the Managing Owner of the Trust;
(3) bankruptcy or insolvency of the Trust; (4) decline in the aggregate Net
Assets of the Trust to less than $2,500,000; (5) decline in the Net Asset
Value per Unit to $50 or less; (6) dissolution of the Trust pursuant hereto;
or (7) any other event which shall make it unlawful for the existence of the
Trust to be continued or require dissolution of the Trust. The Trust's Third
Amended and Restated Declaration and Agreement of Trust contains a full
description of the Trust's term and dissolution procedures.

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<PAGE>

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accounting and reporting policies of the Trust conform to generally
accepted accounting principles and to general practices within the
commodities industry. The following is a description of the more significant
of those policies which the Trust follows in preparing its financial
statements.

FINANCIAL ACCOUNTING STANDARDS BOARD ("FASB") INTERPRETATION NO. 39 REPORTING

Reporting in accordance with FASB Interpretation No. 39 ("FIN 39") is not
applicable to the Trust and the provisions of FIN 39 do not have any effect
on the Trust's financial statements.

REVENUE RECOGNITION

Commodity futures contracts, forward contracts, physical commodities and
related options are recorded on the trade date. All such transactions are
reported on an identified cost basis. Realized gains and losses are
determined by comparing the purchase price to the sales price when the trades
are offset. Unrealized gains and losses reflected in the statements of
financial condition represent the difference between original contract amount
and market value (as determined by exchange settlement prices for futures
contracts and related options and cash dealer prices at a predetermined time
for forward contracts, physical commodities and their related options) as of
the last business day of the quarter-end.

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.

COMMISSIONS

The Trust pays the Clearing Broker a monthly flat-rate brokerage commission
at an annual rate of 6.5% (or approximately 0.54% per month) of the Trust's
month-end assets after deduction of the management fee paid to the trading
advisor (see section (3) below). Certain large investors are eligible to be
charged a brokerage fee of 5%.

FOREIGN CURRENCY TRANSACTIONS

Trading accounts on foreign currency denominations are susceptible to both
movements on underlying contract markets as well as fluctuation in currency
rates. Foreign currencies are translated into U.S. dollars for closed
positions at an average exchange rate for the quarter while quarter-end
balances are translated at the quarter-end currency rates. The impact of the
translation is reflected in the statement of operations.

STATEMENTS OF CASH FLOWS

For purposes of the statements of cash flows, cash represents cash on deposit
with the Clearing Broker and CISFS.

(3) FEES

Management fees are accrued and paid monthly and incentive fees are accrued
monthly and paid quarterly. Trading decisions for the period of these
financial statements were made by John W. Henry & Company, Inc. ("JWH"), the
Trust's commodity trading advisor. Pursuant to an agreement between the
Trust and JWH, JWH receives 0.33% of the month-end assets under its
management after deduction of a portion of the brokerage commissions at a
1.25% annual rate (rather than the 6.5% annual rate). The Trust pays JWH a
quarterly incentive fee of 15% of trading profits (after deduction of a
portion of the brokerage commissions at a 1.25% annual rate, rather than the
6.5% annual rate) achieved on the assets of the Trust allocated by the
Managing Owner to JWH's management. Trading profits are calculated on the
basis of the overall performance of the Trust, not the performance of each
Trading Program utilized by JWH, considered individually.

-104-
<PAGE>

(4) INCOME TAXES

No provision for Federal Income Taxes has been made in the accompanying
financial statements as each beneficial owner is responsible for reporting
income (loss) based on the pro rata share of the profits or losses of the
Trust. The Trust is responsible for the Illinois Personal Property
Replacement Tax based on the operating results of the Trust. Such tax
amounted to $458 for the period ended June 30, 1997 and is included in
operating expenses in the Statement of Operations.

(5) FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK

The Trust was formed to speculatively trade Commodity Interests. It has
commodity transactions and cash on deposit at its Clearing Broker. In the
event that volatility of trading of other customers of the Clearing Broker
impaired the ability of the Clearing Broker to satisfy its obligations to the
Trust, the Trust would be exposed to off-balance sheet risk. Such risk is
defined in Statement of Financial Accounting Standards No. 105 ("SFAS 105")
as a credit risk. To mitigate this risk, the Clearing Broker, pursuant to
the mandates of the Commodity Exchange Act, is required to maintain funds
deposited by customers relating to futures contracts in regulated commodities
in separate bank accounts which are designated as segregated customers'
accounts. In addition, the Clearing Broker has set aside funds deposited by
customers relating to foreign futures and options in separate bank accounts
which are designated as customer secured accounts. Lastly, the Clearing
Broker is subject to the Securities and Exchange Commission's Uniform Net
Capital Rule which requires the maintenance of minimum net capital of at
least 4% of the funds required to be segregated pursuant to the Commodity
Exchange Act. The Clearing Broker has controls in place to make certain that
all customers maintain adequate margin deposits for the positions which they
maintain at the Clearing Broker. Such procedures should protect the Trust
from the off-balance sheet risk as mentioned earlier. The Clearing Broker
does not engage in proprietary trading and thus has no direct market exposure.

The counterparty of the Trust for futures contracts traded in the United
States and most non-U.S. exchanges on which the Trust trades is the Clearing
House associated with the exchange. In general, Clearing Houses are backed
by the exchange membership and will act in the event of non-performance by
one of its members or one of the members' customers and as such should
significantly reduce this credit risk. In the cases where the Trust trades
on exchanges on which the Clearing House is not backed by the exchange
membership, the sole recourse of the Trust for nonperformance will be the
Clearing House.

The Trust holds futures and futures options positions on the various
exchanges throughout the world. The Trust holds foreign exchange forward
contracts with CISFS. CISFS acts as a broker to these transactions and deals
only with bank counterparties having assets in excess of $100,000,000. As
defined by SFAS 105, futures positions are classified as financial
instruments. SFAS 105 requires that the Trust disclose the market risk of
loss from all of its financial instruments. Market risk is defined as the
possibility that future changes in market prices may make a financial
instrument less valuable or more onerous. If the markets should move against
all of the futures positions held by the Trust at the same time, and if the
markets moved such that the CTA was unable to offset the futures positions of
the Trust, the Trust could lose all of its assets and the beneficial owners
would realize a 100% loss. The Trust has a contract with one CTA who makes
all of the trading decisions. The CTA trades one program diversified among
all commodity groups and another program diversified among the various
futures contracts in the financials and metals group. The CTA trades on U.S.
and non-U.S. exchanges. Cash was on deposit with the Clearing Broker and
CISFS in each time period of the financial statements which exceeded the cash
requirements of the Commodity Interests of the Trust.

-105-
<PAGE>

The following chart discloses the dollar amount of the unrealized gain or
loss on open contracts related to Commodity Interests for the Trust as of
June 30, 1997:

COMMODITY GROUP UNREALIZED GAIN/(LOSS)
- --------------- ----------------------

AGRICULTURAL COMMODITIES 67,305

FOREIGN CURRENCIES (6,461)

STOCK INDICES 80,758

ENERGIES (44,730)

METALS 167,335

INTEREST RATE INSTRUMENTS 287,566
-------
TOTAL 551,773

The range of maturity dates of these exchange traded open contracts is July
of 1997 to June of 1998. The average open trade equity for the period of
June 1, 1997 to June 30, 1997 was $551,773.

The margin requirement at June 30, 1997 was $3,509,592. To meet this
requirement, the Trust had on deposit with the Clearing Broker $21,494,011 in
segregated funds and $961,316 in secured funds.

(6) FINANCIAL STATEMENT PREPARATION

The interim financial statements are unaudited but reflect all adjustments
that are, in the opinion of management, necessary to a fair statement of the
results for the interim periods presented. These adjustments consist
primarily of normal recurring accruals.

The results of operations for interim periods are not necessarily indicative
of the operating results to be expected for the fiscal year.

-106-

<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, 1997 and 1996, 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, 1997 and 1996, 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, 1997

-107-
<PAGE>

CIS INVESTMENTS, INC.

Statements of Financial Condition

May 31, 1997 and 1996

Assets:
Receivable from JWH Global Trust (note 6) $ 515,506 -
Accrued taxes receivable (note 1) 78,630 -
Investments 981,038 572,721

- --------------------------------------------------------------------------------
Total assets $ 1,575,174 572,721
- --------------------------------------------------------------------------------
LIABILITIES AND STOCKHOLDER'S EQUITY
- --------------------------------------------------------------------------------

Liabilities:
Accounts payable (note 6) 400,033 -
Accrued taxes payable (note 1) - 3,347
Deferred management fees 58,763 47,665
Due to Parent 618,012 161,955
- --------------------------------------------------------------------------------
Total liabilities 1,076,808 212,967
- --------------------------------------------------------------------------------

Stockholder's equity:
Common stock, $100 par value. Authorized
30,000 shares; issued 10 shares 1,000 1,000
Common stock subscribed, 29,990 and 27,437 shares
at the years ended 1997 and 1996, respectively 2,999,000 2,743,700
Less subscription receivable (note 4) (2,999,000) (2,743,700)
Paid-in capital 250,000 250,000
Retained earnings 247,366 108,754
- --------------------------------------------------------------------------------

Total stockholder's equity 498,366 359,754
- --------------------------------------------------------------------------------
$ 1,575,174 572,721
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

See accompanying notes to financial statements.

PURCHASERS OF UNITS WILL NOT RECEIVE AN INTEREST IN THIS ENTITY.

-108-
<PAGE>

CIS INVESTMENTS, INC.

Statements of Income

Years ended May 31, 1997 and 1996

- --------------------------------------------------------------------------------
Total revenues $ 216,176 88,817

Expenses - operating 5,780 5,674
- --------------------------------------------------------------------------------
Income before income taxes 210,396 83,143

Income tax expense (note 1) 71,784 29,747
- --------------------------------------------------------------------------------
Net income $ 138,612 53,396
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

See accompanying notes to financial statements.

PURCHASERS OF UNITS WILL NOT RECEIVE AN INTEREST IN THIS ENTITY.

-109-
<PAGE>

CIS INVESTMENTS, INC.

Statements of Changes in Stockholder's Equity

Years ended May 31, 1997 and 1996

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------
Common Subscrip-
Common Paid-in stock Retained tions
stock capital subscribed earnings receivable Total
- --------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
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

Common stock
subscription - - 255,300 - (255,300) -

Net income - - - 138,612 - 138,612
- --------------------------------------------------------------------------------------------------------
Balance at
May 31, 1997 $ 1,000 250,000 2,999,000 247,366 (2,999,000) 498,366
- --------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------
</TABLE>

See accompanying notes to financial statements.

PURCHASERS OF UNITS WILL NOT RECEIVE AN INTEREST IN THIS ENTITY.

-110-
<PAGE>

CIS INVESTMENTS, INC.

Statements of Cash Flows

Years ended May 31, 1997 and 1996

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
1997 1996
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Cash flows from operating activities:
Net income $ 138,612 3,396
Adjustments to reconcile net income to net cash
provided by operating activities:
Unrealized gain on investments (59,675) (14,345)
Increase in assets:
Accrued taxes receivable (78,630)
Increase (decrease) in liabilities:
Deferred management fees 11,098 12,741
Accounts payable 400,033
Due to Parent 456,057
Accrued taxes payable (3,347) (7,456)
- --------------------------------------------------------------------------------
Net cash provided by operating activities 864,148 44,336
- --------------------------------------------------------------------------------
Cash flows from investing activities:
Organizational and offering costs of JWH Global Trust (515,506) -
Purchase of investments (348,642) (148,500)
- --------------------------------------------------------------------------------
Net cash used in investing activities: (864,148) (148,500)
- --------------------------------------------------------------------------------
Net cash provided by financing activities -
capital provided by Parent - 104,164
- --------------------------------------------------------------------------------
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 $ 153,761 37,202
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

See accompanying notes to financial statements.

PURCHASERS OF UNITS WILL NOT RECEIVE AN INTEREST IN THIS ENTITY.

-111-
<PAGE>

CIS INVESTMENTS, INC.

Notes to Financial Statements

May 31, 1997 and 1996

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

(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 a registered commodity pool
operator with the Commodity Futures Trading Commission. The Company is the
general partner or managing owner in various limited partnerships or trusts
(Funds) 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

Investments in Funds are recorded at a value which approximates the
Company's proportionate share of each Fund'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 represents the remaining balance due
to/from the Parent for the current year taxes including the impact of
deferred taxes.

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. 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.

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.

-112-
<PAGE>

CIS INVESTMENTS, INC.

Notes to Financial Statements

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(2) INVESTMENTS IN FUNDS

Investment in IDS Managed Futures, L.P. and IDS Managed Futures II,
L.P. is approximately 0.5% of the total interest. Investment in
Everest Futures Fund II, L.P. and JWH Global Trust is approximately
1.0% of the total interest. Investments in the Funds at May 31, 1997
and 1996 are as follows:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
1997 1996
--------------- -----------------
- --------------------------------------------------------------------------------
Units Amount Units Amount
- --------------------------------------------------------------------------------
IDS Managed Futures, L.P. 1,299 403,149 1,151 $ 314,053
IDS Managed Futures II, L.P. 322 182,228 322 157,974
Everest Futures Fund II, L.P. 217 245,661 100 100,694
JWH Global Trust 1,500 150,000 - -
- --------------------------------------------------------------------------------
$981,038 $ 572,721
- --------------------------------------------------------------------------------
The following represents condensed combined financial information of the Funds
as of May 31, 1997 and 1996 (in thousands).
- --------------------------------------------------------------------------------
1997 1996
- --------------------------------------------------------------------------------
Assets $ 89,327 51,347
------ ------
------ ------
Liabilities 550 372
Capital 88,777 50,975
------ ------
Total 89,327 51,347
------ ------
------ ------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

The Funds trade in various futures, futures options and forward contracts.
The risks to the Funds arise 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.

(3) NET WORTH REQUIREMENTS

The Company is required to maintain a net worth as defined in each Fund's
agreement. At May 31, 1997, the Company is in compliance with its net
worth requirements.

-113-
<PAGE>

CIS INVESTMENTS, INC.

Notes to Financial Statements

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

(4) COMMON STOCK SUBSCRIPTIONS

The Company and its Parent entered into stock subscription agreements
whereby the Parent subscribed to purchase up to 29,990 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) FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK

The Funds 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
Funds at the same time, and if the Funds are unable to offset the futures
positions of the Funds, the Funds could lose all of their assets and the
investors, including the Company, would realize a 100% loss of their
investment.

(6) RECEIVABLE FROM JWH GLOBAL TRUST

The Company has assumed the liability for the initial organizational and
offering costs of JWH Global Trust (the Trust). These costs are to be
reimbursed currently by the Trust.

The Trust is amortizing organizational and offering costs over five years
based upon the monthly net assets of the Trust. The monthly amortization
cannot exceed 1/60th of 2% of the net assets of the Trust. If at the end
of the amortization period there is any remaining cost, the Company is
obligated to reimburse the Trust for that amount. At May 31, 1997 it does
not appear that any amount will remain at the end of the amortization
period; however, any liability, if any, that might exist at that future
date is indeterminable.

-114-
<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 SYSTEMS THAT ARE MATERIALLY
DIFFERENT FROM THE TRADING PROGRAMS. THEREFORE, THE PERFORMANCE OF SUCH CISI
POOLS IS NOT REPRESENTATIVE OF HOW THE TRUST 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.

-115-
<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: $44.5 million
CURRENT CAPITALIZATION: $47.5 million
WORST MONTHLY DRAWDOWN: (13.95)% (1/92)
WORST PEAK-TO-VALLEY DRAWDOWN: (27.7)% (1/92-5/92)
1997 COMPOUND RATE OF RETURN: 9.43% (7 months)
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)%

----------

JULY 31, 1997 VALUE OF INITIAL $1,000 UNIT: $4,712.39

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

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: $12.8 million
WORST MONTHLY DRAWDOWN: (13.53)% (1/92)
WORST PEAK-TO-VALLEY DRAWDOWN: (27.07)% (1/92-5/92)
1997 COMPOUND RATE OF RETURN: 7.66% (7 months)
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)%

----------

JULY 31, 1997 VALUE OF INITIAL $1,000 UNIT: $2,791.35

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.

-116-

<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: $24.5 million
CURRENT CAPITALIZATION: $28.5 million
WORST MONTHLY DRAWDOWN: (9.06)% (5/97)
WORST PEAK-TO-VALLEY DRAWDOWN: (14.56)% (2/97-5/97)
1997 COMPOUND RATE OF RETURN: 6.53% (7 months)
1996 COMPOUND RATE OF RETURN: 27.61% (9 months)
---------

JULY 31, 1997 VALUE OF INITIAL $1,000 UNIT: $1,359.44

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.

117
<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 for which performance is shown, 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 116) 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.

118
<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 of each such fund since
January 1, 1992 are included.

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.

119
<PAGE>

MONTHLY RATES OF RETURN
OF OTHER CISI-SPONSORED FUNDS

IDS MANAGED FUTURES, L.P.

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 0.08 (0.18) (2.00) (5.51) 2.74 11.05 N/A N/A N/A N/A N/A 9.43
(7 MONTHS)

</TABLE>

PURCHASERS OF UNITS WILL ACQUIRE NO INTEREST IN THIS FUND
WHICH TRADES IN MATERIALLY DIFFERENT MARKET SECTORS THAN DOES THE TRUST.

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

120
<PAGE>

JWH TRADING PROGRAMS
MONTHLY RATES OF RETURN
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 (0.87) (0.29) (2.53) (7.43) 3.17 12.46 N/A N/A N/A N/A N/A 7.66
(7 MONTHS)

</TABLE>

PURCHASERS OF UNITS WILL ACQUIRE NO INTEREST IN THIS FUND
WHICH TRADES IN MATERIALLY DIFFERENT MARKET SECTORS THAN DOES THE TRUST.

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

121
<PAGE>

MONTHLY RATES OF RETURN
OF OTHER CISI-SPONSORED FUNDS

OYSTER BAY FUTURES FUND LIMITED PARTNERSHIP

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 (5.73) 1.14 (5.23) (4.15) 1.32 0.06 N/A N/A N/A N/A N/A N/A (12.25)
(6 MONTHS)

</TABLE>

PURCHASERS OF UNITS WILL ACQUIRE NO INTEREST IN THIS FUND
WHICH TRADES IN MATERIALLY DIFFERENT MARKET SECTORS THAN DOES THE TRUST.

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

122
<PAGE>

MONTHLY RATES OF RETURN
OF OTHER CISI-SPONSORED FUNDS

EVEREST FUTURES FUND II, L.P.

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

1996 N/A N/A N/A 2.49 (1.75) 2.39 (1.90) (0.78) 3.47 13.51 10.99 (2.45) 27.61
(9 MONTHS)
1997 3.91 (2.36) (0.96) (2.83) (9.06) 4.20 15.16 N/A N/A N/A N/A N/A 6.53
(7 MONTHS)

</TABLE>

PURCHASERS OF UNITS WILL ACQUIRE NO INTEREST IN THIS FUND
WHICH TRADES IN MATERIALLY DIFFERENT MARKET SECTORS THAN DOES THE TRUST.

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

123
<PAGE>
APPENDIX

"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

APP-1
<PAGE>

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 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.

APP-2
<PAGE>

EXHIBIT A

JWH GLOBAL TRUST

THIRD AMENDED AND RESTATED
DECLARATION AND AGREEMENT OF TRUST

DATED AS OF _____, 1997

<PAGE>

JWH GLOBAL TRUST

THIRD AMENDED AND RESTATED
DECLARATION AND AGREEMENT OF TRUST

TABLE OF CONTENTS

Page

1. Declaration of Trust. . . . . . . . . . . . . . . . . . . . . . . A-1
2. The Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . A-1
(a) Term; Resignation. . . . . . . . . . . . . . . . . . . . . . A-1
(b) Powers . . . . . . . . . . . . . . . . . . . . . . . . . . . A-2
(c) Compensation and Expenses of the Trustee . . . . . . . . . . A-2
(d) Indemnification. . . . . . . . . . . . . . . . . . . . . . . A-2
(e) Successor Trustee. . . . . . . . . . . . . . . . . . . . . . A-2
(f) Liability of the Trustee . . . . . . . . . . . . . . . . . . A-2
(g) Reliance by the Trustee and the Managing Owner; Advice
of Counsel . . . . . . . . . . . . . . . . . . . . . . . . A-3
(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-4
(a) Term . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-4
(b) Dissolution. . . . . . . . . . . . . . . . . . . . . . . . . A-5
(c) Fiscal Year. . . . . . . . . . . . . . . . . . . . . . . . . A-5
(d) Net Asset Value. . . . . . . . . . . . . . . . . . . . . . . A-5
6. Net Worth of Managing Owner . . . . . . . . . . . . . . . . . . . A-5
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-6
(a) Capital Accounts and Allocations . . . . . . . . . . . . . . A-6
(b) Allocation of Profit and Loss for Federal Income
Tax Purposes . . . . . . . . . . . . . . . . . . . . . . . A-7
(c) Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . A-8
(d) Limited Liability of Unitholders . . . . . . . . . . . . . . A-9
(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-11
(f) Prohibition on "Pyramiding". . . . . . . . . . . . . . . . . A-12
(g) Freedom of Action. . . . . . . . . . . . . . . . . . . . . . A-12
10. Audits and Reports to Unitholders . . . . . . . . . . . . . . . . A-12
11. Assignability of Units. . . . . . . . . . . . . . . . . . . . . . A-13
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-17
(a) Standard of Liability for the Managing Owner . . . . . . . . A-17
(b) Indemnification of the Managing Owner by the Trust . . . . . A-17
(c) Indemnification by the Unitholders . . . . . . . . . . . . . A-18
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-19
(c) Meetings; Other. . . . . . . . . . . . . . . . . . . . . . . A-19
(d) Consent by Trustee . . . . . . . . . . . . . . . . . . . . . A-20
20. Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . A-20
21. Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . A-20
(a) Notices. . . . . . . . . . . . . . . . . . . . . . . . . . . A-20
(b) Binding Effect . . . . . . . . . . . . . . . . . . . . . . . A-20
(c) Captions . . . . . . . . . . . . . . . . . . . . . . . . . . A-20
22. Certain Definitions . . . . . . . . . . . . . . . . . . . . . . . A-20
23. No Legal Title to Trust Estate. . . . . . . . . . . . . . . . . . A-22
24. Legal Title . . . . . . . . . . . . . . . . . . . . . . . . . . . A-22
25. Creditors . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-22

Testimonium
Signatures

<PAGE>

JWH GLOBAL TRUST

THIRD AMENDED AND RESTATED
DECLARATION AND AGREEMENT OF TRUST

This THIRD 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").

W I T N E S S E T H:

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 Second Amended and Restated 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.

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.

A-1
<PAGE>

(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 does 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.

(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

A-2
<PAGE>

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
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,

A-3
<PAGE>

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.

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

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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.

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.

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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.

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.

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

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"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 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'

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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
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 advanced all organizational and initial
offering costs incurred in connection with the initial public offering of Units,
for which the Managing Owner was reimbursed by the Trust on the closing date of
the initial public offering of Units (the "Initial Closing Date") and such costs
are being amortized over 60 months beginning with June 1997. 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

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(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).

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

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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 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

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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, the Foreign Exchange Account Agreement, the 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 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.

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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 Prospectus 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."

(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.

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<PAGE>

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.

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

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<PAGE>

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 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 fifth business day prior to the month-end of
redemption (including the last business day of the month), 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

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<PAGE>

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 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
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") until released as of the last business day of the
month. The interest actually earned on subscriptions funds while held by the
Escrow Agent 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.

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<PAGE>

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; 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

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<PAGE>

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) 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

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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 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.

A-18
<PAGE>

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 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.

A-19
<PAGE>

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.

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.

A-20
<PAGE>

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.

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.

A-21
<PAGE>

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.

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 or 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.

A-22
<PAGE>

IN WITNESS WHEREOF, the undersigned have duly executed this Third 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:
---------------------------------------------
Name:
-----------------------------------------
Title:
-----------------------------------------

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, INC.
as Attorney-in-Fact

By:
---------------------------------------------
Name:
-----------------------------------------
Title:
-----------------------------------------

A-23

<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 subscribes for Units at
the Net Asset Value per Unit, 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(a),
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.

B-1
<PAGE>

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 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 residents,
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 -- Except as provided in the immediately following sentence,
each Minnesota Purchaser must be an "accredited investor" as defined in
Regulation D under the Securities Act of 1933 and must, either alone or together
with a purchaser representative, have sufficient financial knowledge and
experience to be capable of evaluating the risks and merits of an investment in
the Units. The Trust may effect no more than 35 sales of Units to
non-accredited investors in Minnesota in any consecutive 12-month period. Each
non-accredited investor must have a 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. Minnesota
residents must sign a Subscription Agreement and Power of Attorney Signature
Page specifically prepared for Minnesota residents, a copy of which shall
accompany this Prospectus and delivered to all Minnesota residents.

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.

B-2
<PAGE>

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.

_________________________

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 Net Asset Value. 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
payable 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 when I submit my subscription. My Registered
Representative shall debit my account 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 five business days before month-end (including the last business day of the
month), 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 an account statement (current within 60 days), relating to the
Trust and the Trust's most recent 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 FEES; 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 7.16% IN THE FIRST TWELVE MONTHS AFTER A UNIT IS ISSUED 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>

JWH GLOBAL TRUST
UNITS OF BENEFICIAL INTEREST
SUBSCRIPTION AGREEMENT AND POWER OF ATTORNEY SIGNATURE PAGE

The investor named below, by executing and delivering this Signature Page and
by payment of the purchase price for units of beneficial interest ("Units")
in JWH GLOBAL TRUST (the "Trust"), 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% of the Net Asset Value per Unit.

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 #_____________(must be completed)

3) Social Security # |__|__|__| - |__|__| - |__|__|__|__| or Taxpayer ID # |__|__|- |__|__|__|__|__|__|__| Taxable Investors
(check one):
/ / Individual Investor / / 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 or Taxpayer ID Number set forth in Item 3 above is my
true, correct and complete Social Security 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 |__|__|- |__|__|__|__|__|__|__| |__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|
Tax ID# Name
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
Statement 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.
</TABLE>
C-2
<PAGE>
<TABLE>
<S><C>
__________________________________________________ ________________________________________________________________________________
Signature Date Signature of Authorized Fiduciary, Trustee, Partner or Corporate Office Date

__________________________________________________ ________________________________________________________________________________
Signature of Joint Investor (if any) Date Print Name of Authorized Fiduciary, Trustee, Date
Partner or Corporate Office (specify title)

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.

10) REGISTERED REPRESENTATIVE MUST SIGN

I hereby certify that I have provided the investor with a copy of the
Prospectus and 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 Signature Date Office Manager Signature (if required) Date

11) Broker Dealer |__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|
Registered Representative:
Name (Print) |__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|
First M.I. Last Reg. Rep. Number
Address|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|
Street City State Zip
Phone Number |__|__|__|__|__|__|__|__|__|__|__|__|__|__| Fax Number |__|__|__|__|__|__|__|__|__|__|__|__|__|__|

</TABLE>

C-3
<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.

Attached to these subscription instructions is a detachable carbonless copy
set of the Subscription Agreement and Power of Attorney Signature Page (the
"Signature Page") with the Subscription Agreement and Power of Attorney on
the reverse side. 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 BLUE OR
BLACK INK ONLY, AS FOLLOWS:

Item 1 - Enter the whole dollar amount of the subscription
(no cents).

Item 2 - Check the appropriate box if check is attached or
if payment is to be made by debit from investor's
securities account. If debited, enter the
investor's securities account number.

Item 3 - Enter the Social Security or Taxpayer ID Number of
the investor. Check the appropriate box to
indicate the type of ownership for 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 following specific instructions are provided
for certain ownership types identified on the
Signature Page:

TRUST -- Enter the trust's name in Item 4 and the
trustee's name in Item 5, followed by "Ttee."

CUSTODIAN UNDER UNIFORM GIFTS TO MINORS ACT --
Complete Item 4 with the name of minor followed by
"UGMA." Enter the minor's Social Security Number
in Item 3. In Item 8, enter the custodian's name
followed by "Custodian." Be sure to furnish the
Taxpayer ID Number of the Custodian.

PARTNERSHIP OR CORPORATION -- The partnership's or
corporation's name is required in Item 4. Enter a
partner's or officer's name in Item 5. Enter the
Taxpayer ID Number of the partnership or
corporation in Item 3.

NON-TAXABLE INVESTOR -- If applicable, complete
Item 8 for the Custodian. Be sure to furnish the
Taxpayer ID Number of the Custodian.

Complete residence address in Item 6 and mailing
address (if different) in Item 7.

The investor(s) must review the representations
relating to backup withholding tax or non-resident
alien status following Item 7. Check box if
applicable.

Item 9 - The investor(s) must initial the appropriate
Acknowledgments and must sign the Subscription
Agreement and Power of Attorney Signature Page.
Joint accounts must include initials and signatures
of all parties.

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 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 no later than five business days before the end of such month
(including the last business day of the month). Payment of the redemption
proceeds 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.

Units redeemed at 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 of
Units at which they are redeemed. Such charges will be deducted from the
redemption proceeds 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 or Taxpayer ID Number indicated on this Request for
Redemption is the undersigned's true, correct and complete Social Security 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# or 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 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"), advanced all initial organization and offering costs (approximately
$650,000) as described in the Prospectus, for which it was reimbursed by the
Registrant on the initial closing date. The following is an estimate of the
costs incurred in connection with preparing and filing this Registration
Statement. The Trust pays all such costs:

Approximate
Amount
------

Securities and Exchange Commission Registration Fee* . . . . $ 22,728
National Association of Securities Dealers,
Inc. Filing Fee*. . . . . . . . . . . . . . . . . . . . . . 7,500
Printing Expenses. . . . . . . . . . . . . . . . . . . . . . 100,000
Fees of Certified Public Accountants . . . . . . . . . . . . 15,000
Blue Sky Expenses (Excluding Legal Fees) . . . . . . . . . . 15,000
Fees of Counsel. . . . . . . . . . . . . . . . . . . . . . . 50,000
Escrow Fees. . . . . . . . . . . . . . . . . . . . . . . . . 20,000
Advertising and Sales Literature . . . . . . . . . . . . . . 60,000
Miscellaneous Offering Costs . . . . . . . . . . . . . . . . 9,772
--------
Total. . . . . . . . . . . . . . . . . . . . . . . . . $300,000
--------
--------

________________________
* 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 one Unit of Beneficial
Interest each to certain individuals as initial beneficial owners in order to
permit the formation of the Registrant in preparation for the filing of
Registration Statement 333-16825. This transaction was exempt under Section
4(2) of the Securities Act of the 1933, and no selling compensation was paid.

S-1
<PAGE>

Item 16. Exhibits and Financial Statement Schedules.

The following documents are made a part of this Registration Statement:

(a) Exhibits.

Exhibit Description of Document
Number -----------------------
- ------

1.01 Form of Selling Agreement, as amended, 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 Form of Third 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 Subscription Agreement and Power of Attorney
(included as Exhibit C to the Prospectus).

10.02 Form of Amended Escrow Agreement among the Registrant, The
First National Bank of Chicago, the Managing Owner and the
Lead Selling Agent.

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.

27.01 Financial Data Schedule.

The following exhibits are incorporated by reference herein from the exhibits of
the same description and number filed on February 10, 1997 with Amendment No. 1
to Registrant's Registration Statement on Form S-1 (Reg. No. 333-16825;
declared effective April 3, 1997).

3.02 Amended and Restated Declaration and Agreement of Trust.

3.03 Certificate of Amendment of Certificate of Trust of the
Registrant.

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").

S-2
<PAGE>

10.04 Form of Cash Bullion Account Agreement between the
Registrant and CISFS.

10.06 Form of Transfer Agent Agreement.

The following exhibits are incorporated by reference herein from the exhibits of
the same description and number filed on November 26, 1996 with Registrant's
Registration Statement on Form S-1 (Reg. No. 333-16825; declared effective April
3, 1997).

3.01 Certificate of Trust of the Registrant.

3.02 Declaration and Agreement of Trust.

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.

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 (or the most recent post-effective amendment
thereof) 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.

S-3
<PAGE>

(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-4
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Chicago in
the State of Illinois on August 19, 1997.

JWH GLOBAL PORTFOLIO TRUST

By: CIS Investments, Inc., Managing Owner

By:/s/ Hal T. Hansen
-----------------------------
Hal T. Hansen
Presdent

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement 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 August 19, 1997.

/s/ Hal T. Hansen President and Director
- ------------------------------------------------ (Principal Executive
Hal T. Hansen Officer)

/s/ Donald Zyck Secretary and Treasurer
- ------------------------------------------------ (Principal Financial and
Donald Zyck 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-5

<PAGE>

JWH GLOBAL TRUST

EXHIBIT INDEX

Exhibit Description of Document
Number -----------------------
- ------

1.01 Form of Selling Agreement, as amended, 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 Form of Third 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 Subscription Agreement and Power of Attorney
(included as Exhibit C to the Prospectus).

10.02 Form of Amended Escrow Agreement among the
Registrant, The First National Bank of Chicago, the
Managing Owner and the Lead Selling Agent.

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.

27.01 Financial Data Schedule.

<PAGE>

Exhibit 1.01

SELLING AGREEMENT

JWH GLOBAL TRUST
(A DELAWARE BUSINESS TRUST)

UNITS OF BENEFICIAL INTEREST

Dated as of April 3, 1997

[The Effective Date of
Reg. No. 333-16825]

<PAGE>

JWH GLOBAL TRUST

SELLING AGREEMENT

TABLE OF CONTENTS

<TABLE>
Page
<S> <C>
Section 1. Representations and Warranties of the Managing Owner . . . . . . . . . . . . . . . . . 2

Section 2. Representations and Warranties of the Lead Selling Agent . . . . . . . . . . . . . . . 6

Section 3. Representations and Warranties of JWH. . . . . . . . . . . . . . . . . . . . . . . . . 7

Section 4. Offering and Sale of Units . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

Section 5. Covenants of the Managing Owner. . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

Section 6. Covenants of JWH . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

Section 7. Payment of Expenses and Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

Section 8. Conditions of Closing. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17

Section 9. Indemnification and Exculpation. . . . . . . . . . . . . . . . . . . . . . . . . . . . 27

Section 10. Status of Parties. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31

Section 11. Representations, Warranties and Agreements to Survive Delivery . . . . . . . . . . . . 31

Section 12. Termination. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31

Section 13. Notices and Authority to Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31

Section 14. Parties. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31

Section 15. Governing Law. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31

Section 16. Requirements of Law. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
</TABLE>

- i -

<PAGE>

JWH GLOBAL TRUST
(A DELAWARE BUSINESS TRUST)

UNITS OF BENEFICIAL INTEREST

(SUBSCRIPTION PRICE: $100 PER UNIT
DURING THE INITIAL OFFERING PERIOD; NET
ASSET VALUE PER UNIT DURING THE ONGOING OFFERING PERIOD)

SELLING AGREEMENT

April 3, 1997

CARGILL INVESTOR SERVICES, INC.
233 S. Wacker Dr., Suite 2300
Chicago, Illinois 60606

Dear Sirs:

Your affiliate, CIS Investments, Inc., a Delaware corporation
(referred to herein in its individual corporate capacity and as managing owner
as "CISI" or the "Managing Owner"), and certain initial beneficial owners have
caused the formation of a business trust pursuant to Business Trust Act (12
DEL.C. Section 3801 ET SEQ.) of the State of Delaware (the "Trust Act") under
the name JWH GLOBAL TRUST (the "Trust"), for the purpose of engaging in
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. As
described in the Prospectus referred to below, the Trust will enter into a
Trading Advisory Agreement (the "Trading Advisory Agreement") with John W. Henry
& Company, Inc., a California corporation ("JWH"), pursuant to which the Trust
will engage in speculative trading under the direction of JWH pursuant to JWH's
Financial and Metals Portfolio and Original Program and, possibly in the future,
other programs selected by the Managing Owner with the agreement of JWH (the
"JWH Trading Programs"). You (the "Lead Selling Agent" or "Futures Broker")
shall be the principal selling agent for the Trust. Other selling agents (the
"Additional Selling Agents") may be selected by the Lead Selling Agent
(including those introduced by wholesalers ("Wholesalers")), with the consent of
the Managing Owner, in accordance with the terms of this Agreement, the
Additional Selling Agent Agreement attached as Exhibit A hereto and, in the case
of Wholesalers introducing Additional Selling Agents, the Wholesaling Agreement
attached as Exhibit B hereto. In addition, the Additional Selling Agents may
also, with the consent of the Lead Selling Agent and Managing Owner, distribute
Units through the use of "introducing broker" correspondents ("Correspondents"),
pursuant to the terms of the Correspondent Selling Agent Agreement attached as
Exhibit C hereto.

<PAGE>

In addition, you have agreed to act as broker for the Trust (in such
capacity, the "Futures Broker") pursuant to a customer agreement (the "Customer
Agreement") between yourself and the Trust and as principal with respect to
certain "exchange of futures for physical" transactions, and CIS Financial
Services, Inc. ("CISFS") has agreed to act as principal with respect to the
Trust's forward and spot currency trades and precious metals transactions
pursuant to a Foreign Exchange Account Agreement and Cash Bullion Account
Agreement (collectively, the "FX Agreement") between CISFS and the Trust.

Capitalized terms used herein, unless otherwise indicated, shall have
the meanings attributed to them in the Prospectus referred to below.

Section 1. REPRESENTATIONS AND WARRANTIES OF THE MANAGING OWNER.
Each of the Managing Owner and the Trust severally as applicable to itself (and
in the case of CISI as applicable to the Trust) represents and warrants to JWH
and the Lead Selling Agent, as follows:

(a) The Trust has provided to JWH and to the Lead Selling Agent
and filed with the Securities and Exchange Commission (the "SEC") a
registration statement on Form S-1 (Registration No. 333-16825), as
initially filed with the SEC on November 26, 1996 for the registration
of Units of Beneficial Interests (the "Units") in the Trust under the
Securities Act of 1933, as amended (the "1933 Act"), has filed two
copies thereof with the Commodity Futures Trading Commission (the
"CFTC") under the Commodity Exchange Act (the "Commodity Act") and one
copy with National Futures Association ("NFA") in accordance with NFA
Compliance Rule 2-13. The Registration Statement, as amended by
Amendment No. 1 thereto, became effective with the SEC as of the date
hereof. (The Registration Statement, in the form in which it became
effective, and the Prospectus included therein as first filed pursuant
to Rule 424(b) of the rules and regulations of the SEC under the 1933
Act (the "SEC Regulations") are hereinafter referred to as the
"Registration Statement" and the "Prospectus," respectively.) If the
Trust files a subsequent post-effective amendment to the Registration
Statement, then the term Registration Statement shall, from and after
the declaration of the effectiveness of such post-effective amendment,
refer to the Registration Statement as amended by such post-effective
amendment thereto, and the term Prospectus shall refer to the amended
prospectus then on file with the SEC as part of the Registration
Statement, or if a subsequent prospectus is filed by the Trust
pursuant to Rule 424 of the SEC Regulations, the term Prospectus shall
refer to the prospectus most recently filed pursuant to such Rule from
and after the date on which it shall have been first used. Except as
required by law, the Trust will not file any amendment to the
Registration Statement or any amendment or supplement to the
Prospectus which shall be reasonably objected to in writing by JWH or
by counsel to JWH, upon reasonable prior notice.

(b) The Trust will not utilize any promotional brochure or other
marketing materials (collectively, "Promotional Material"), including
"Tombstone Ads" or other communications qualifying under Rule 134 of
the SEC Regulations, which are reasonably objected to by the Lead
Selling Agent. No reference to the Lead Selling

- 2 -
<PAGE>

Agent may be made in the Registration Statement, Prospectus or in any
Promotional Material which has not been approved in writing by the Lead
Selling Agent, which approval the Lead Selling Agent may withhold in its
sole and absolute discretion. The Trust will file all Promotional Material
with the National Association of Securities Dealers, Inc. (the "NASD"), and
will not use any such Promotional Material to which the NASD has not stated
in writing that it has no objections. The Trust will file all Promotional
Material in all state jurisdictions where such filing is required, and will
not use any such Promotional Material in any state which has expressed any
objection thereto (except pursuant to agreed-upon modifications to the
Promotional Material).

(c) The Certificate of Trust pursuant to which the Trust has
been formed (the "Certificate of Trust") and the Declaration and
Agreement of Trust of the Trust (the "Declaration and Agreement of
Trust") each provides for the subscription for and sale of the Units;
all action required to be taken by the Managing Owner and the Trust as
a condition to the sale of the Units to qualified subscribers therefor
has been, or prior to the Initial Closing Time and Subsequent Closing
Times, as defined in Section 4 hereof, will have been taken; and, upon
payment of the consideration therefor specified in all accepted
Subscription Agreements and Powers of Attorney, the Units will
constitute valid beneficial interests in the Trust.

(d) The Trust is a business trust duly organized pursuant to the
Certificate of Trust, the Declaration and Agreement of Trust and the
Trust Act and validly existing under the laws of the State of Delaware
with full power and authority to engage in the trading of futures,
options on futures, and spot/forward contracts, as described in the
Prospectus; the Trust has filed (or will receive prior to the Initial
Closing Time, as defined in Section 4(c)) a certificate of assumed
name in the State of Illinois as provided by 805 I.L.C.S. 405/1.

(e) CISI is duly organized and validly existing and in good
standing as a corporation under the laws of the State of Delaware and
in good standing as a foreign corporation under the laws of the State
of Illinois, and in each other jurisdiction in which the nature or
conduct of its businesses requires such qualification and the failure
to so qualify would materially adversely affect the Trust's or the
Managing Owner's ability to perform its obligations hereunder.

(f) The Trust and the Managing Owner have proper power and
authority under applicable law to perform their respective obligations
under the Declaration and Agreement of Trust, the Escrow Agreement
relating to the offering of the Units (the "Escrow Agreement"), the
Customer Agreement, the FX Agreement, the Trading Advisory Agreement
and this Agreement, as described in the Registration Statement and
Prospectus.

(g) The Registration Statement and Prospectus contain all
statements and information required to be included therein by the
Commodity Act and the rules and regulations thereunder. When the
Registration Statement became effective under the

- 3 -
<PAGE>

1933 Act and at all times subsequent thereto up to and including the
Initial Closing Time, the Registration Statement and Prospectus did and
will comply in all material respects with the requirements of the 1933 Act,
the Commodity Act and the rules and regulations under such Acts. The
Registration Statement as of its effective date did not contain any untrue
statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements therein not
misleading. The Prospectus as of its date of issue and at the Initial
Closing Time did not and will not contain an untrue statement of a material
fact or omit to state a material fact necessary to make the statements
therein, in light of the circumstances under which such statements were
made, not misleading. This representation and warranty shall not, however,
apply to any statement or omission in the Registration Statement or
Prospectus made in reliance upon and in conformity with information
relating to JWH and furnished or approved in writing by JWH.

(h) KPMG Peat Marwick, LLP, the accountants who certified the
financial statements filed with the SEC as part of the Registration
Statement, are, with respect to CISI and the Trust, independent public
accountants with respect to the Managing Owner and the Trust as
required by the 1933 Act and the SEC Regulations.

(i) The financial statements filed as part of the Registration
Statement and those included in the Prospectus present fairly the
financial position of the Trust and of the Managing Owner as of the
dates indicated; and said financial statements have been prepared in
conformity with generally accepted accounting principles (as described
therein), or, in the case of unaudited financial statements, in
substantial conformity with generally accepted accounting principles,
applied on a basis which is consistent in all material respects for
each balance sheet date presented.

(j) Since the respective dates as of which information is given
in the Registration Statement and the Prospectus, there has not been
any material adverse change in the condition, financial or otherwise,
business or prospects of the Managing Owner or the Trust, whether or
not arising in the ordinary course of business.

(k) The Managing Owner at the Initial Closing Time and each
Subsequent Closing Time will have a net worth sufficient in amount and
satisfactory in form, as set forth in the opinion of Sidley & Austin,
counsel for CISI, for classification of the Trust as a partnership for
Federal income tax purposes under current interpretations of the
Internal Revenue Code of 1954 and the Internal Revenue Code of 1986,
as amended (collectively, the "Code"), and the regulations thereunder.

(l) The Trading Advisory Agreement, the Declaration and
Agreement of Trust, the Escrow Agreement and this Agreement have each
been duly and validly authorized, executed and delivered by the
Managing Owner signatory thereto for itself and on behalf of the
Trust, and each constitutes a legal, valid and binding agreement of
the Trust and the Managing Owner signatory thereto enforceable in
accordance

- 4 -
<PAGE>

with its terms. The Customer Agreement and the FX Agreement have each been
duly and validly authorized, executed and delivered by CISI on behalf of
the Trust.

(m) The execution and delivery of the Declaration and Agreement
of Trust, the Escrow Agreement, the Customer Agreement, the FX
Agreement, the Trading Advisory Agreement and this Agreement, the
incurrence of the obligations set forth in each of such agreements and
the consummation of the transactions contemplated therein and in the
Prospectus will not constitute a breach of, or default under, any
instrument by which either the Managing Owner or the Trust, as the
case may be, is bound or any order, rule or regulation applicable to
the Managing Owner or the Trust of any court or any governmental body
or administrative agency having jurisdiction over the Managing Owner
or the Trust.

(n) There is not pending, or, to the Managing Owner's knowledge
threatened, any action, suit or proceeding before or by any court or
other governmental body to which the Managing Owner or the Trust is a
party, or to which any of the assets of the Managing Owner or the
Trust is subject, which is not referred to in the Prospectus and which
might reasonably be expected to result in any material adverse change
in the condition (financial or otherwise), business or prospects of
the Managing Owner or the Trust or is required to be disclosed in the
Prospectus pursuant to applicable CFTC regulations. The Managing
Owner has not received any notice of an investigation or warning
letter from NFA or the CFTC regarding non-compliance by the Managing
Owner with the Commodity Act or the regulations thereunder.

(o) The Managing Owner has all Federal and state governmental,
regulatory and commodity exchange approvals and licenses, and have
effected all filings and registrations with Federal and state
governmental agencies required to conduct its businesses and to act as
described in the Registration Statement and Prospectus or required to
perform its obligations as described under the Declaration and
Agreement of Trust and this Agreement (including, without limitation,
registration as a commodity pool operator under the Commodity Act and
membership in NFA as a commodity pool operator), and the performance
of such obligations will not contravene or result in a breach of any
provision of its certificate of incorporation, by-laws or any
agreement, order, law or regulation binding upon it. The principals
of the Managing Owner identified in the Registration Statement are all
of the principals of the Managing Owner, as "principals" is defined by
the CFTC regulations. Such principals are duly listed as such on the
Managing Owner's commodity pool operator Form 7-R registration.

(p) The Trust does not require any Federal or state
governmental, regulatory or commodity exchange approvals or licenses,
or need to effect any filings or registrations with any Federal or
state governmental agencies in order to conduct its businesses and to
act as contemplated by the Registration Statement and Prospectus and
to issue and sell the Units (other than filings relating solely to the
offering of the Units), and to trade in the commodity markets.

- 5 -
<PAGE>

(q) Neither the Managing Owner nor any of its principal or
affiliate has "operated," since January 1, 1991, any commodity pool,
within the meaning of the CFTC's Part 4 Regulations, the performance
of which is not included in Appendix I to the Registration Statement
and Prospectus.

Section 2. REPRESENTATIONS AND WARRANTIES OF THE LEAD SELLING AGENT.
The Lead Selling Agent represents and warrants (in its capacities as both Lead
Selling Agent and Futures Broker) to the Trust, the Managing Owner and JWH, as
follows:

(a) The Lead Selling Agent is a corporation duly organized and
validly existing and in good standing under the laws of the State of
Delaware and in good standing and qualified to do business in the
State of Illinois and in each other jurisdiction in which the nature
or conduct of its business requires such qualification and the failure
to be duly qualified would materially adversely affect the Futures
Broker's ability to perform its obligations hereunder or under the
Customer Agreement. The Lead Selling Agent has full corporate power
and authority to perform its obligations under the Customer Agreement
and this Agreement and as described in the Registration Statement and
Prospectus.

(b) All references to the Lead Selling Agent and its principals
in the Registration Statement and Prospectus are accurate and complete
in all material respects, and set forth in all material respects the
information required to be disclosed therein under the Commodity Act
and the rules and regulations thereunder. As to the Lead Selling
Agent and its principals (i) the Registration Statement and Prospectus
contain all statements and information required to be included therein
under the Commodity Act and the rules and regulations thereunder,
(ii) the Registration Statement (with respect to the information
relating to the Lead Selling Agent furnished to the Managing Owner) as
of its effective date did not contain any misleading or untrue
statement of a material fact or omit to state a material fact which is
required to be stated therein or necessary to make the statements
therein not misleading and (iii) the Prospectus (as approved in
pertinent part by the Lead Selling Agent) at its date of issue and as
of the Initial Closing Time, as supplemented, did not and will not
contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements therein not misleading,
in light of the circumstances under which such statements were made.

(c) The Lead Selling Agent has all Federal and state
governmental, regulatory and commodity exchange licenses and
approvals, and has effected all filings and registrations with Federal
and state governmental and regulatory agencies required to conduct its
business and to act as described in the Registration Statement and
Prospectus or required to perform its obligations under the Customer
Agreement, the Trading Advisory Agreement and this Agreement
(including, without limitation, membership of the Lead Selling Agent
as a dealer in NASD and registration of the Lead Selling Agent as a
futures commission merchant under the Commodity Act and membership of
the Lead Selling Agent as a futures commission merchant in NFA),

- 6 -
<PAGE>

and the performance of such obligations will not violate or result in a
breach of any provision of the Lead Selling Agent's certificate of
incorporation, by-laws or any agreement, instrument, order, law or
regulation binding upon the Lead Selling Agent.

(d) Each of the Customer Agreement and this Agreement has been
duly authorized, executed and delivered by the Lead Selling Agent, and
this Agreement constitutes a valid, binding and enforceable agreement
of the Lead Selling Agent in accordance with its terms.

(e) Since the respective dates as of which information is given
in the Registration Statement and the Prospectus, except as may
otherwise be stated in or contemplated by the Registration Statement
and the Prospectus, there has not been any material adverse change in
the condition, financial or otherwise, business or prospects of the
Lead Selling Agent, whether or not arising in the ordinary course of
business.

(f) In the ordinary course of its business, the Lead Selling
Agent is engaged in civil litigation and subject to administrative
proceedings. Neither the Lead Selling Agent nor any of its
principals have been the subject of any administrative, civil, or
criminal actions within the five years preceding the date hereof that
would be material to an investor's decision to purchase the Units
which are not disclosed in the Prospectus.

(g) The execution and delivery of the Customer Agreement and
this Agreement, the incurrence of the obligations set forth herein and
therein and the consummation of the transactions contemplated herein
and therein and in the Prospectus will not constitute a breach of, or
default under, any instrument by which the Lead Selling Agent is bound
or any order, rule or regulation applicable to the Lead Selling Agent
of any court or any governmental body or administrative agency having
jurisdiction over the Lead Selling Agent.

Section 3. REPRESENTATIONS AND WARRANTIES OF JWH. JWH represents and
warrants to the Trust, the Lead Selling Agent, and the Managing Owner as
follows:

(a) JWH is a corporation duly organized and validly existing and
in good standing under the laws of the State of California and in good
standing as a foreign corporation in each other jurisdiction in which
the nature or conduct of its business requires such qualification and
the failure to be duly qualified would materially affect JWH's ability
to perform its obligations under this Agreement and the Trading
Advisory Agreement. JWH has full corporate power and authority to
perform its obligations under this Agreement, and the Trading Advisory
Agreement as described in the Registration Statement and Prospectus.

(b) All references to JWH and its principals, and its trading
systems, methods and performance in the Registration Statement and the
Prospectus are accurate and

- 7 -
<PAGE>

complete in all material respects. As to JWH, each of the principals of
JWH, the JWH trading programs, and JWH's trading systems, strategies and
performance, (i) the Registration Statement and Prospectus contain all
statements and information required to be included therein under the
Commodity Act and the rules and regulations thereunder, (ii) the
Registration Statement (with respect to the information relating to JWH
furnished to the Managing Owner) as of its effective date did not contain
any misleading or untrue statement of a material fact or omit to state a
material fact which is required to be stated therein or necessary to make
the statements therein not misleading and (iii) the Prospectus (as approved
in pertinent part by JWH) at its date of issue and as of the Initial
Closing Time, as supplemented, did not and will not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements therein not misleading, in light of the circumstances
under which such statements were made. Except as otherwise disclosed in
the Prospectus or identified in writing to the Managing Owner on or prior
to the date hereof, the actual performance of each discretionary account
directed by JWH or any principal or affiliate of JWH for the periods
covered by the Performance Summaries or Tables set forth in the Prospectus
is disclosed in accordance with the requirements of the Commodity Act and
the rules and regulations thereunder (or as otherwise permitted by the
Staff of the Division of Trading and Markets of the CFTC). The
information, Performance Summaries and Monthly Rates of Return relating to
the performance of JWH comply in all material respects with the disclosure
requirements of the rules and regulations of the CFTC under the Commodity
Act. The performance records in the Prospectus (as applicable to JWH) have
been calculated in the manner set forth in the notes thereto.

(c) The Trading Advisory Agreement and this Agreement have each
been duly and validly authorized, executed and delivered on behalf of
JWH and each constitutes a valid, binding and enforceable agreement of
JWH in accordance with its terms.

(d) JWH has all Federal and state governmental, regulatory and
commodity exchange licenses and approvals and has effected all filings
and registrations with Federal and state governmental and regulatory
agencies required to conduct its business and to act as described in
the Registration Statement and Prospectus or required to perform its
obligations under this Agreement and the Trading Advisory Agreement
(including, without limitation, registration of JWH as a commodity
trading advisor under the Commodity Act and membership of JWH as a
commodity trading advisor in NFA), and the performance of such
obligations will not violate or result in a breach of any provision of
JWH's Certificate of Incorporation, By-laws or any agreement,
instrument, order, law or regulation binding on JWH. The principals
of JWH are duly listed as such on JWH's commodity trading advisor
Form 7-R registration.

(e) Management by JWH of an account for the Trust in accordance
with the terms hereof and of the Trading Advisory Agreement, and as
described in the

- 8 -
<PAGE>

Prospectus, will not require any registration under, or violate any of the
provisions of, the Investment Advisers Act of 1940.

(f) Neither JWH nor any principal of JWH will use or distribute
any preliminary prospectus, Prospectus, amended or supplemented
Prospectus or selling literature nor engage in any selling activities
whatsoever in connection with the offering of the Units, except as may
be requested by the Managing Owner pursuant to Section 6(c) of this
Agreement.

(g) Since the respective dates as of which information is given
in the Registration Statement and the Prospectus, except as may
otherwise be stated in or contemplated by the Registration Statement
and the Prospectus, there has not been any material adverse change in
the condition, financial or otherwise, business or prospects of JWH,
whether or not arising in the ordinary course of business.

(h) The execution and delivery of this Agreement and the Trading
Advisory Agreement, the incurrence of the obligations herein and
therein set forth and the consummation of the transactions
contemplated herein and therein and in the Prospectus will not
constitute a breach of, or default under, any instrument by which JWH
is bound or any order, rule or regulation applicable to JWH of any
court or any governmental body or administrative agency having
jurisdiction over JWH.

(i) Except as disclosed in the Registration Statement and
Prospectus, there is not pending, or to the best of JWH's knowledge
threatened, any action, suit or proceeding before or by any court or
other governmental body to which JWH is a party, or to which any of
the assets of JWH is subject, which might reasonably be expected to
result in any material adverse change in the condition, financial or
otherwise, business or prospects of JWH. JWH has not received any
notice of an investigation or warning letter from NFA or the CFTC
regarding non-compliance by JWH with the Commodity Act or the
regulations thereunder.

(j) JWH has not received, and is not entitled to receive,
directly or indirectly, any commission, finder's fee, similar fee or
rebate from any person in connection with the organization or
operation of the Trust.

Section 4. OFFERING AND SALE OF UNITS.

(a) The Lead Selling Agent is hereby appointed the principal
selling agent of the Trust (although as described herein it is
contemplated that certain Additional Selling Agents, including those
introduced to the Lead Selling Agent by Wholesalers, Wholesalers and
Correspondents may also market Units, provided each of such Additional
Selling Agents, Wholesalers and Correspondents is duly registered as a
broker-dealer in each jurisdiction in which such person markets Units)
during the term herein specified for the purpose of finding acceptable
subscribers for up to $200,000,000 of Units through a public offering.
The Initial Offering Period shall

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<PAGE>

continue through July 3, 1997 or such other date not more than three months
thereafter as may be determined by the Managing Owner (the "Initial
Offering Period"; such date being hereafter referred to as the "Initial
Offering Termination Date"). Thereafter, Units may be sold as of the close
of business on the last day of each month, as determined by the Managing
Owner (the "Ongoing Offering Period"; such subsequent sale dates being
hereinafter referred to as "Subsequent Closing Times"). The Initial
Offering Period and the Ongoing Offering Period shall be referred to herein
as the "Offering Period." Subject to the performance by the Managing Owner
of all its obligations to be performed hereunder, and to the completeness
and accuracy in all material respects of all the representations and
warranties of the Managing Owner and JWH contained herein, the Lead Selling
Agent hereby accepts such agency and agrees on the terms and conditions
herein set forth to use its best efforts during the Offering Period to find
acceptable subscribers for the Units at a public offering price of $100 per
Unit during the Initial Offering Period, and at Net Asset Value per Unit
during the Ongoing Offering Period, each subscriber being required to
subscribe for at least $5,000 of Units, $2000 of Units in the case of
trustees or custodians of eligible employee benefit plans and individual
retirement accounts and $1,000 of Units in the case of Unitholders
subscribing for additional Units. It is understood that the Lead Selling
Agent's agreement to use its best efforts to find acceptable subscribers
for the Units shall not prevent it from acting as a selling agent or
underwriter for the securities of other issuers which may be offered or
sold during the Offering Period. The agency of the Lead Selling Agent
hereunder shall continue at least until the close of business on December
31, 1997, as the Lead Selling Agent and the Managing Owner shall agree
upon.

(b) In the event the offering is commenced and acceptable
subscriptions for at least the minimum number of Units specified on
the cover of the Prospectus (the "Minimum Units") shall not have been
received by the Initial Offering Termination Date, all funds received
from subscribers shall be returned in full, with any interest payable
thereon (irrespective of amount) and without deduction for any escrow
or other fee or expense; and thereupon the Lead Selling Agent's duties
as agent and this Agreement shall terminate without further obligation
hereunder on the part of the Lead Selling Agent, the Managing Owner,
the Trust or JWH.

(c) At the Initial Offering Termination Date, or at such earlier
time as subscriptions for all the Units shall have been received, or
at such earlier time the Managing Owner may determine to terminate the
offering, the Managing Owner shall notify the Lead Selling Agent of
the aggregate number of Units for which the Managing Owner has
received acceptable subscriptions and, if at least the Minimum Units
shall have been so subscribed for, then payment of the purchase price
for the Units may, if the Managing Owner so elects, be made at the
office of CISI, Sears Tower, 233 South Wacker Drive, Suite 2300,
Chicago, Illinois 60606, or at such other place as shall be agreed
upon between the Lead Selling Agent and CISI, at 10:00 A.M., Chicago
time, on the fifth full business day after the day on which the
Managing notifies the Lead Selling Agent of the number of Units for
which subscrip-

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<PAGE>

tions have been accepted or such other day and time as shall be agreed upon
between the Lead Selling Agent and the Managing Owner (the "Initial Closing
Time").

(d) No selling commissions will be paid from the proceeds of
sales of Units. The Lead Selling Agent will compensate its own
Registered Representatives pursuant to the Lead Selling Agent's
standard compensation procedures. The Lead Selling Agent will pay
Additional Selling Agents selling commissions of up to 4% of the Net
Asset Value of each Unit sold by the Registered Representative of each
such Additional Selling Agent. In the case of an Additional Selling
Agent introduced by a Wholesaler, the Lead Selling Agent will pay such
Wholesaler a portion of the up to 4% per Unit selling commissions
depending upon the Wholesaler's arrangement with the Additional
Selling Agent. Ongoing compensation, of up to 4% per annum of the
month-end Net Asset Value of the Units attributable to Units sold by a
Registered Representative of the Additional Selling Agent which remain
outstanding for more than twelve months (including the month as of the
end of which such Unit is redeemed) will also be paid to each such
Registered Representative who agrees to provide the additional
services described below, who is registered with the CFTC and who has
satisfied all applicable proficiency requirements (including those
imposed by the NASD as a condition of receiving "trailing
commissions") by either passing the Series 3 National Commodity
Futures Exam or the Series 31 exam or being "grandfathered" from
having to do so. In the case of an Additional Selling Agent
introduced by a Wholesaler who meets the eligibility requirements for
receipt of ongoing compensation, the Lead Selling Agent will pay a
portion of the up to 1/3 of 1% monthly ongoing compensation to the
Wholesaler depending upon the Wholesaler's arrangement with the
Additional Selling Agent. For purposes of determining when "trailing
commissions" should begin to accrue, Units sold during the Initial
Offering Period shall not be deemed to be outstanding until the
Initial Closing Time.

The ongoing compensation described in the foregoing paragraph
shall only be paid to any otherwise eligible Registered
Representatives, provided that the Additional Selling Agent with which
such Registered Representative is associated continues to be
registered with the CFTC as a futures commission merchant or
introducing broker and continues to be a member in good standing of
NFA in such capacity, and is contingent upon the provision by a
Registered Representative (duly registered and qualified as to
proficiency with the CFTC and NFA as described above) who sold
outstanding Units in his capacity as a registered representative of an
Additional Selling Agent of additional services in connection with
such Units, including: (i) inquiring of the Managing Owner from time
to time, at the request of an owner of such Units, as to the Net Asset
Value of a Unit; (ii) inquiring of the Managing Owner from time to
time, at the request of an owner of such Units, regarding the
commodities markets and the Trust; (iii) assisting, at the request of
the Managing Owner, in the redemption of Units sold by such Registered
Representative; and (iv) providing such other services to the owners
of such Units as the Managing Owner may, from time to time, reasonably
request.

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<PAGE>

Ongoing compensation shall be credited and paid only in respect
of Units sold by Registered Representatives who are eligible to
receive such ongoing compensation as described above. No ongoing
compensation whatsoever shall be credited, paid or accrued on any
Units sold by Registered Representatives not then eligible to receive
such ongoing compensation. With respect to particular Units
substitute Registered Representatives who are appropriately registered
and who agree in writing to perform the services described in this
Section 4(d) above with respect to such Units ("Substitute Registered
Representatives") may also receive ongoing compensation with respect
to such Units. Such ongoing compensation shall be paid monthly.

In the event that the payment of ongoing compensation is
restricted by the NASD, the Lead Selling Agent's payments of such
ongoing compensation shall be limited to the maximum amount
permissible pursuant to such restrictions.

In the case of Units sold by Registered Representatives who are
not qualified to receive ongoing compensation as set forth above, the
Lead Selling Agent will pay such Registered Representatives
installment selling commissions at the same rate as in the case of
ongoing compensation, but the sum of such installment selling
commissions and the initial selling commission payable to each such
Registered Representative is limited in amount, pursuant to applicable
NASD policy, to 9.0% of the initial subscription price of the Units
sold by such Registered Representatives and remaining outstanding.

In respect of Correspondents selected by an Additional Selling
Agent (with the consent of the Managing Owner and the Lead Selling
Agent), the Lead Selling Agent shall pay such Additional Selling Agent
selling commissions and ongoing compensation or installment sales
commissions as set forth above, a portion (as agreed between such
Additional Selling Agent and each such Correspondent) of which shall
be passed on by the Additional Selling Agent to such Correspondents.

Ongoing compensation which cannot be paid because an Additional
Selling Agent or a Correspondent (or a Registered Representative of
either) has not met the eligibility requirements shall be retained by
the Lead Selling Agent.

Selling Commissions and ongoing compensation payable in respect
of Units sold to any investor eligible to be charged a Special
Brokerage Fee Rate as described in the Registration Statement and
Prospectus shall be reduced by the difference between the standard
rate Brokerage Fee and the applicable Special Brokerage Fee Rate.

(e) The Lead Selling Agent will use its best efforts to find
eligible persons to purchase the Units on the terms stated herein and
in the Registration Statement and Prospectus. It is understood that
the Lead Selling Agent has no commitment with regard to the sale of
the Units other than to use its best efforts. In connection with the
offer and sale of the Units, the Lead Selling Agent represents that it
will comply

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<PAGE>

fully with all applicable laws, and the rules of the NASD, the SEC, the
CFTC, state securities administrators and any other regulatory body. In
particular, and not by way of limitation, the Lead Selling Agent represents
and warrants that it is aware of Rule 2810 of the NASD (formerly Appendix
F of the NASD Rules of Fair Practice) and that it will comply fully with
all the terms thereof in connection with the offering and sale of the
Units. The Lead Selling Agent shall not execute any sales of Units from a
discretionary account over which it has control without prior written
approval of the customer in whose name such discretionary account is
maintained.

The Lead Selling Agent agrees not to recommend the purchase of
Units to any subscriber unless the Lead Selling Agent shall have
reasonable grounds to believe, on the basis of information obtained
from the subscriber concerning, among other things, the subscriber's
investment objectives, other investments, financial situation and
needs, that the subscriber is or will be in a financial position
appropriate to enable the subscriber to realize to a significant
extent the benefits of the Trust, including tax benefits described in
the Prospectus; the subscriber has a fair market net worth sufficient
to sustain the risks inherent in participating in the Trust, including
loss of investment and lack of liquidity; and the Units are otherwise
a suitable investment for the subscriber. The Lead Selling Agent
agrees to maintain files of information disclosing the basis upon
which the Lead Selling Agent determined that the suitability
requirements of Section (b)(2) of Rule 2810 of the NASD were met as to
each subscriber (the basis for determining suitability may include the
Subscription Agreements and Powers of Attorney and other certificates
submitted by subscribers). The Lead Selling Agent represents and
warrants that it has reasonable grounds to believe, based on
information in the Prospectus and information to which the Lead
Selling Agent has had access due to its affiliation with CISI, that
all material facts relating to an investment in the Units are
adequately and accurately disclosed in the Prospectus. In connection
with making the foregoing representations and warranties, the Lead
Selling Agent further represents and warrants that it has, among other
things, examined the following sections in the Prospectus and obtained
such additional information from CISI regarding the information set
forth thereunder as the Lead Selling Agent has deemed necessary or
appropriate to determine whether the Prospectus adequately and
accurately discloses all material facts relating to an investment in
the Trust and provides an adequate basis to subscribers for evaluating
an investment in the Units:

- 13 -

<PAGE>

"Conflicts of Interest"
"Redemptions; Net Asset Value"
"The Trust and the Trustee"
"Federal Income Tax Aspects"

In connection with making the representations and warranties set forth
in this paragraph, the Lead Selling Agent has not relied on inquiries
made by or on behalf of any other parties.

The Lead Selling Agent agrees to inform all prospective
purchasers of Units of all pertinent facts relating to the liquidity
and marketability of the Units as set forth in the Prospectus.

(f) None of the Lead Selling Agent, the Trust or the Managing
Owner shall, directly or indirectly, pay or award any finder's fees,
commissions or other compensation to any person engaged by a potential
investor for investment advice as an inducement to such advisor to
advise the purchase of Units; provided, however, the normal sales
commissions payable to a registered broker-dealer or other properly
licensed person for selling Units shall not be prohibited hereby.

(g) As contemplated by Section 7 hereof, CISI will advance the
Trust's organization and initial offering costs.

(h) All payments for subscriptions shall be made by transfer of
funds to the escrow account of the Trust as described in the
Prospectus, provided that any such arrangements must comply in all
relevant respects with SEC Regulations 10b-9 and 15c2-4.

(i) CISI agrees to cause its counsel to prepare and deliver to
the Lead Selling Agent a Blue Sky Survey which shall set forth, for
the guidance of the Lead Selling Agent, in which United States
jurisdictions the Units may be offered and sold (both before and after
the Trust commences operations). It is understood and agreed that the
Lead Selling Agent may rely, in connection with the offering and sale
of Units in any jurisdiction, on advice given by such counsel as to
the legality of the offer or sale of the Units in such jurisdiction;
provided, however, that the Lead Selling Agent and each Wholesaler,
Additional Selling Agent or Correspondent shall be responsible for
compliance with all applicable laws, rules and regulations with
respect to the actions of its employees, acting as such, in connection
with sales of Units in any jurisdiction.

Section 5. COVENANTS OF THE MANAGING OWNER.

(a) The Managing Owner will notify the Lead Selling Agent and
JWH immediately and confirm such notification in writing (i) when any
amendment to the Registration Statement shall have become effective,
(ii) of the receipt of any comments from the SEC, CFTC or any other
Federal or state regulatory body with

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<PAGE>

respect to the Registration Statement, (iii) of any request by the SEC,
CFTC or any other Federal or state regulatory body for any amendment to the
Registration Statement or any amendment or supplement to the Prospectus or
for additional information relating thereto and (iv) of the issuance by the
SEC, CFTC or any other Federal or state regulatory body of any order
suspending the effectiveness of the Registration Statement under the 1933
Act, the CFTC registration or NFA membership of the Managing Owner as a
commodity pool operator, or the registration of Units under the Blue Sky or
securities laws of any state or other jurisdiction or any order or decree
enjoining the offering or the use of the then current Prospectus or of the
institution, or notice of the intended institution, of any action or
proceeding for that purpose.

(b) The Managing Owner will deliver to the Lead Selling Agent,
as soon as available, two signed copies of each amendment to the
Registration Statement as originally filed and two sets of exhibits
thereto, and will also deliver to the Lead Selling Agent such number
of conformed copies of the Registration Statement as originally filed
and of each amendment thereto (without exhibits) as the Lead Selling
Agent shall reasonably require.

(c) The Managing Owner will deliver to the Lead Selling Agent as
promptly as practicable from time to time during the period when the
Prospectus is required to be delivered under the 1933 Act, such number
of copies of the Prospectus (as amended or supplemented) as the Lead
Selling Agent, Wholesalers, Additional Selling Agents and
Correspondents may reasonably request for the purposes contemplated by
the 1933 Act or the SEC Regulations.

(d) During the period when the Prospectus is required to be
delivered pursuant to the 1933 Act, the Managing Owner and the Trust
will use best efforts to comply with all requirements imposed upon
them by the 1933 Act and the Commodity Act, each as now and hereafter
amended, and by the SEC Regulations and rules and regulations of the
CFTC, as from time to time in force, so far as necessary to permit the
continuance of sales of, or dealings in, the Units during such period
in accordance with the provisions hereof and as set forth in the
Prospectus.

(e) If any event relating to or affecting the Managing Owner or
the Trust shall occur as a result of which it is necessary, in the
reasonable opinion of the Managing Owner or the Lead Selling Agent, to
amend or supplement the Prospectus in order to make the Prospectus not
materially misleading in light of the circumstances existing at the
time it is delivered to a subscriber, the Managing Owner and the Trust
will forthwith prepare and furnish to the Lead Selling Agent, at the
expense of the Managing Owner, a reasonable number of copies of
an amendment or amendments of, or a supplement or supplements to, the
Prospectus which will amend or supplement the Prospectus so that as
amended or supplemented it will not contain an untrue statement of a
material fact or omit to state a material fact necessary in order to
make the statements therein, in light of the circumstances existing at
the time the

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<PAGE>

Prospectus is delivered to a subscriber, not misleading. No such amendment
or supplement shall be filed without the approval of the Lead Selling Agent
and JWH and their counsel.

(f) The Managing Owner will use best efforts to qualify the
Units for offer and sale under applicable securities or "Blue Sky"
laws and continue such qualification throughout the Offering Period,
provided that in no event shall the Managing Owner or the Trust be
obligated to (i) take any action which would subject it to service of
process in suits other than those arising out of the offering or sale
of the Units, or taxes, in any jurisdiction where any of them is not
now so subject, (ii) change any material term in the Registration
Statement, or (iii) expend a sum of money considered unreasonable by
CISI.

Section 6. COVENANTS OF JWH.

(a) JWH agrees to cooperate, to the extent reasonably requested
by the Managing Owner, in the preparation of any amendments or
supplements relating to itself to the Registration Statement and the
Prospectus.

(b) During the period when the Prospectus is required to be
delivered under the 1933 Act, JWH agrees to notify the Managing Owner
immediately upon discovery of any untrue or misleading statement
regarding it, its operations or any of its principals or of the
occurrence of any event or change in circumstances which would result
in there being any untrue or misleading statement or an omission in
the Prospectus or Registration Statement regarding it, its operations
or any of its principals or result in the Prospectus not including all
information relating to JWH and its principals required pursuant to
CFTC regulations. During such period, JWH shall promptly inform the
Managing Owner if it is necessary to amend or supplement the
Prospectus in order to make the Prospectus not materially misleading
in light of the circumstances existing at the time the Prospectus is
delivered to a subscriber.

(c) JWH agrees to assist, and cause its principals or agents to
assist, at its own expense in "road show" presentations relating to
the initial and ongoing offering of the Units at the reasonable
request of the Lead Selling Agent and at the expense of JWH, provided
that no such assistance shall result in any action which any such
principal or agent reasonably believes may require registration of JWH
or any such principal or agent as a broker-dealer or salesman.

Section 7. PAYMENT OF EXPENSES AND FEES. CISI will advance expenses
incident to the performance of the obligations of the Managing Owner and the
Trust hereunder, including: (i) the printing and delivery to the Lead Selling
Agent in quantities as hereinabove stated of copies of the Registration
Statement and all amendments thereto, of the Prospectus and any supplements or
amendments thereto, and of any supplemental sales materials; (ii) the
reproduction of this Agreement and the printing and filing of the Registration
Statement and the Prospectus (and, in certain cases, the exhibits thereto) with
the SEC, CFTC and NFA; (iii) the qualification of the Units under the securities

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<PAGE>

or "Blue Sky" laws in the various jurisdictions, including filing fees and the
fees and disbursements of CISI's counsel incurred in connection therewith;
(iv) the services of counsel and accountants for CISI and the Trust, including
certain services of KPMG Peat Marwick, LLP in connection with their review of
the performance records in the Prospectus; (v) the printing or reproduction and
delivery to the Lead Selling Agent of such number of copies as it may reasonably
request of the Blue Sky Survey; and (vi) "road show" presentations (not
including the expenses of JWH and its personnel which shall be borne by JWH).

The Managing Owner and the Lead Selling Agent are each aware of the
limitations imposed by Rule 2810 of the NASD on the aggregate compensation which
may be received by the Lead Selling Agent in connection with the offering and
sale of the Units. The Lead Selling Agent will in no event make any payments to
its own Registered Representatives or any Additional Agent as described above,
which, when added to the up to 4% selling commissions which the Lead Selling
Agent may pay with respect to the sales of Units, would exceed 10% of the gross
proceeds of the Units sold to the public. CISI shall not reimburse the Lead
Selling Agent for any due diligence expenses in connection with the offering.

Section 8. CONDITIONS OF CLOSING. The obligations of each of the
parties hereunder are subject to the accuracy of the representations and
warranties of the other parties hereto, to the performance by such other parties
of their respective obligations hereunder and to the following further
conditions:

(a) At the Initial Closing Time and each Subsequent Closing Time
no order suspending the effectiveness of the Registration Statement
shall have been issued under the 1933 Act or proceeding therefor
initiated or threatened by the SEC and no objection to the content
thereof shall have been expressed or threatened by the CFTC or NFA.

(b) At the Initial Closing Time, Sidley & Austin, counsel to
CISI and the Trust, shall deliver to all the parties hereto its
opinion, in form and substance satisfactory to each of the parties
hereto, to the effect that:

(i) The Certificate of Trust pursuant to which the
Trust has been formed and the Declaration and Agreement of
Trust each provides for the subscription for and sale of the
Units; all action required to be taken by the Managing Owner
and the Trust as a condition to the subscription for and
sale of the Units to qualified subscribers therefor has been
taken; and, upon payment of the consideration therefor
specified in the accepted Subscription Agreements and Powers
of Attorney, the Units will constitute valid beneficial
interests in the Trust and each subscriber who purchases
Units will become a Unitholder, subject to the requirements
(x) that each such purchaser shall have duly completed,
executed and delivered to the Trust a Subscription Agreement
and Power of Attorney relating to the Units purchased by
such party, (y) that such

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<PAGE>

purchaser meets all applicable suitability standards as set forth in
the Prospectus and (z) that the representations and warranties of such
purchaser in the Subscription Agreement and Power of Attorney are true
and correct.

(ii) The Trust is a business trust duly organized
pursuant to the Certificate of Trust, the Declaration and
Agreement of Trust and the Trust Act and validly existing
under the laws of the State of Delaware with proper power
and authority to conduct the business in which it proposes
to engage as described in the Prospectus; the Trust has
filed a certificate of assumed name in the State of Illinois
pursuant to 805 I.L.C.S. 405/1 and need not effect any other
filings or qualifications under the laws of the United
States in order to preserve the status of the Trust as a
business trust or to enable the Trust to perform its
obligations under the Trading Advisory Agreement and this
Agreement and to conduct the business in which it proposes
to be engaged as described in the Prospectus.

(iii) CISI is duly organized and validly existing and
in good standing as a corporation under the laws of the
State of Delaware with corporate power and authority to act
as managing owner of the Trust, and is qualified to do
business and is in good standing as a foreign corporation in
the State of Illinois and in each other jurisdiction in
which the failure to so qualify might, in its opinion,
reasonably be expected to result in material adverse
consequences to the Trust. CISI has full corporate power
and authority to perform its obligations as described in the
Registration Statement and Prospectus.

(iv) Each of CISI (including the principals, as
defined in the Commodity Act, of CISI) and the Trust has all
Federal and state governmental and regulatory licenses and
approvals and has received or made all filings and
registrations with Federal and state governmental and
regulatory agencies necessary in order for each of CISI and
the Trust to conduct its business as described in the
Registration Statement and Prospectus, and, to the best of
their knowledge, none of such approvals, licenses or
registrations have been rescinded or revoked.

(v) Each of the Declaration and Agreement of Trust,
the Escrow Agreement, the FX Agreement, the Trading Advisory
Agreement, the Customer Agreement and this Agreement has
been duly and validly authorized, executed and delivered by
or on behalf of CISI or the Trust, as the case may be, and
assuming that such agreements are legal, valid and binding
on the other parties hereto and thereto, each of the
Declaration and Agreement of Trust, the Escrow

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<PAGE>

Agreement, the Trading Advisory Agreement, and this Agreement
constitutes a legal, valid and binding agreement of CISI or the Trust
(as the case may be) enforceable in accordance with its terms, except
to the extent enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws of general applicability
relating to or affecting the enforcement of creditors' rights and by
the effect of general principles of equity (regardless of whether
enforceability is considered in a proceeding in equity or at law).

(vi) The execution and delivery of this Agreement, the
Declaration and Agreement of Trust, the Escrow Agreement,
the FX Agreement, and the Trading Advisory Agreement and the
incurrence of the obligations herein and therein set forth
and the consummation of the transactions contemplated herein
and therein and in the Prospectus will not be in
contravention of any of the provisions of CISI's certificate
of incorporation or by-laws, or the Declaration and
Agreement of Trust, and, to their knowledge, will not
constitute a breach of, or default under, any instrument by
which CISI or the Trust is bound or any order, rule or
regulation applicable to CISI or the Trust of any court or
any governmental body or administrative agency having
jurisdiction over CISI or the Trust.

(vii) To their knowledge, there are no actions, claims
or proceedings pending or threatened in any court or before
or by any governmental or administrative body, nor have
there been any such suits, claims or proceeding within the
last five years, to which CISI (or any principal of CISI) or
the Trust is or was a party, or to which any of their assets
is or was subject, which are required to be, but are not
disclosed in, the Registration Statement or Prospectus or
which might reasonably be expected to materially adversely
affect the condition (financial or otherwise), business or
prospects of CISI or the Trust.

(viii) No authorization, approval or consent of any
governmental authority or agency is necessary in connection
with the subscription for and sale of the Units, except such
as may be required under the 1933 Act, the Commodity Act,
NFA compliance rules or applicable securities or "Blue Sky"
laws.

(ix) The terms and provisions of the Declaration and
Agreement of Trust, the Customer Agreement, the FX
Agreement, the Customer Agreement, the Trading Advisory
Agreement and this Agreement conforms in all material
respects to descriptions thereof contained in the
Prospectus.

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<PAGE>

(x) The Registration Statement is effective under the
1933 Act and, to the best of their knowledge, no proceedings
for a stop order are pending or threatened under Section
8(d) of the 1933 Act.

(xi) At the time the Registration Statement initially
became effective and at the time any post-effective
amendment thereto became effective, the Registration
Statement, and at the time the Prospectus and any amendments
or supplements thereto were first issued, the Prospectus,
complied as to form in all material respects with the
requirements of the 1933 Act, the SEC Regulations under the
1933 Act and CFTC regulations. Nothing has come to their
attention that would lead them to believe that with respect
to CISI, the Lead Selling Agent or CISFS (a) at the time the
Registration Statement initially became effective and at the
time any post-effective amendment thereto became effective,
the Registration Statement contained any untrue statement of
a material fact or omitted to state a material fact required
to be stated therein or necessary to make the statements
therein not misleading, or (b) the Prospectus as first
issued or as subsequently issued or at the Initial Closing
Time contained an untrue statement of a material fact or
omitted to state a material fact necessary in order to make
the statements therein, in light of the circumstances under
which they were made, not misleading; provided, however,
that such counsel need express no opinion (A) as to the
financial statements, notes thereto and other financial or
statistical data set forth in the Registration Statement and
Prospectus or (B) as to any performance data set forth in
the Registration Statement, and Prospectus, including
Appendix I (and the notes thereto) in the Registration
Statement and Prospectus, except that such counsel shall
opine, without rendering any opinion as to the accuracy of
the information in Appendix I, that such Appendix I complies
as to form in all material respects with applicable CFTC
rules.

(xii) Such counsel confirm their opinion, a form of
which appears as Exhibit 8.01 to the Registration Statement,
that the summary of Federal income tax consequences to
Unitholders set forth under the caption "Federal Income Tax
Consequences" in the Prospectus accurately describes the
material tax consequences set forth therein and that such
counsel further confirm their advice to CISI explicitly set
forth therein and in such Exhibit 8.01.

(xiii) To their knowledge, (a) there are no contracts,
indentures, mortgages, loan agreements, leases or other
documents of a character required to be described or
referred to in the Registration Statement or Prospectus or
to be filed as exhibits to the Registration Statement other
than those described or referred to therein or filed as

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<PAGE>

exhibits thereto, and with respect to the existing contracts,
indentures, mortgages, loan agreements, leases and other documents so
described, referred to or filed, the descriptions thereof, references
thereto or copies so filed are correct in all material respects, and
(b) no material default on the part of CISI or the Trust exists in the
due performance or observance of any material obligation, agreement,
covenant or condition contained in any contract or lease so described
or filed.

(xiv) Assuming operation in accordance with the
Prospectus, the Trust, at Closing Time, is not an
"investment company" as that term is defined in the
Investment Company Act of 1940, as amended.

In rendering the opinions set forth above, Sidley & Austin may rely,
as to matters of Delaware law, upon the opinion of Messrs. Richards,
Layton & Finger, Wilmington, Delaware, and as to matters relating to
CISI, the Lead Selling Agent and CISFS on internal counsel to Cargill,
Incorporated.

(c) Ms. Linda Cutler, counsel to the Lead Selling Agent, shall
deliver to all the parties hereto, an opinion to the effect that:

(i) The Lead Selling Agent is duly organized and
validly existing and in good standing as a corporation under
the laws of the State of Delaware and is qualified to do
business and in good standing as a foreign corporation in
the State of Illinois and in each other jurisdiction in
which such qualification is required and in which the
failure to so qualify might, in her opinion, reasonably be
expected to result in material adverse consequences to the
Trust. The Lead Selling Agent has full corporate power and
authority to perform its obligations as described in the
Registration Statement and Prospectus.

(ii) Each of the Customer Agreement and this Agreement
has been duly authorized, executed and delivered by the Lead
Selling Agent, and this Agreement constitutes a legal, valid
and binding agreement of the Lead Selling Agent enforceable
in accordance with its terms, except to the extent
enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws of general
applicability relating to or affecting the enforcement of
creditors' rights and by the effect of general principles of
equity (regardless of whether enforceability is considered).

(iii) The Lead Selling Agent has all Federal and state
governmental and regulatory licenses and approvals and has
received or made all filings and registrations with Federal
and state governmental and regulatory agencies necessary in
order for the Lead Selling Agent to conduct its business as
described in the Registration

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<PAGE>

Statement and Prospectus, and, to her knowledge, none of such
approvals, licenses or registrations has been rescinded or revoked.

(iv) The execution and delivery of the Customer
Agreement and this Agreement, the incurrence of the
obligations herein and therein set forth and the
consummation of the transactions contemplated herein and
therein and in the Prospectus will not, to the best of her
knowledge, constitute a breach of, or default under, any
instrument known to her by which the Lead Selling Agent is
bound or, any order, rule or regulation applicable to the
Lead Selling Agent, of any court or any governmental body or
administrative agency having jurisdiction over the Lead
Selling Agent.

(v) To her knowledge, there are no actions, claims or
proceedings pending or threatened in any court or before or
by a governmental or administrative body, nor have there
been any suits, claims or proceedings within the last five
years, to which the Lead Selling Agent (or any principal of
the Lead Selling Agent) is or was a party or to which any of
its assets is or was subject, which are required to be
disclosed in the Registration Statement or Prospectus or
which might reasonably be expected to materially adversely
affect the business of the Lead Selling Agent.

(vi) Nothing has come to her attention that would lead
her to believe that (a) at the time the Registration
Statement initially became effective and at the time any
post- effective amendment thereto became effective, insofar
as the Lead Selling Agent and its principals are concerned,
the Registration Statement contained any untrue statement of
a material fact or omitted to state a material fact required
to be stated therein or necessary to make the statements
therein not misleading, or (b) the Prospectus as first filed
pursuant to Rule 424(b) or as subsequently filed pursuant to
Rule 424 or at the Initial Closing Time contained an untrue
statement of a material fact or omitted to state a material
fact necessary in order to make the statements therein
relating to the Lead Selling Agent or its principals, in
light of the circumstances under which they were made, not
misleading.

(d) Ms. Linda Cutler, counsel to CISFS, shall deliver to all the
parties hereto, an opinion to the effect that:

(i) CISFS is duly organized and validly existing and
in good standing as a corporation under the laws of the
State of Delaware and is qualified to do business and in
good standing as a foreign corporation in the State of
Illinois and in each other jurisdiction in which such
qualification is required and in which the failure to so
qualify

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<PAGE>

might, in her opinion, reasonably be expected to result in material
adverse consequences to the Trust. CISFS has full corporate power and
authority to perform its obligations as described in the Registration
Statement and Prospectus.

(ii) Each of the FX Agreement and this Agreement has
been duly authorized, executed and delivered by CISFS, and
this Agreement constitutes a legal, valid and binding
agreement of CISFS enforceable in accordance with its terms,
except to the extent enforceability may be limited by
bankruptcy, insolvency, reorganization, moratorium or
similar laws of general applicability relating to or
affecting the enforcement of creditors' rights and by the
effect of general principles of equity (regardless of
whether enforceability is considered).

(iii) CISFS has all Federal and state governmental and
regulatory licenses and approvals and has received or made
all filings and registrations with Federal and state
governmental and regulatory agencies necessary in order for
CISFS to conduct its business as described in the
Registration Statement and Prospectus, and, to her
knowledge, none of such approvals, licenses or registrations
has been rescinded or revoked.

(iv) The execution and delivery of the FX Agreement
and this Agreement, the incurrence of the obligations herein
and therein set forth and the consummation of the
transactions contemplated herein and therein and in the
Prospectus will not, to the best of her knowledge,
constitute a breach of, or default under, any instrument
known to her by which CISFS is bound or, any order, rule or
regulation applicable to CISFS, of any court or any
governmental body or administrative agency having
jurisdiction over CISFS.

(v) To her knowledge, there are no actions, claims or
proceedings pending or threatened in any court or before or
by a governmental or administrative body, nor have there
been any suits, claims or proceedings within the last five
years, to which CISFS (or any principal of CISFS) is or was
a party or to which any of its assets is or was subject,
which are required to be disclosed in the Registration
Statement or Prospectus or which might reasonably be
expected to materially adversely affect the business of
CISFS.

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<PAGE>

Registration Statement contained any untrue statement of a material
fact or omitted to state a material fact required to be stated therein
or necessary to make the statements therein not misleading, or (b) the
Prospectus as first filed pursuant to Rule 424(b) or as subsequently
filed pursuant to Rule 424 or at the Initial Closing Time contained an
untrue statement of a material fact or omitted to state a material
fact necessary in order to make the statements therein relating to
CISFS or its principals, in light of the circumstances under which
they were made, not misleading.

(e) David M. Kozak, counsel to JWH, shall deliver to all the
parties hereto an opinion as of the Initial Closing Time to the effect
that:

(i) JWH is a corporation duly organized, validly
existing and in good standing under the laws of the State of
California and is in good standing in each jurisdiction in
which the nature or conduct of its business requires such
qualification and in which the failure to so qualify might
reasonably be expected to materially adversely affect the
Trust, as described in the Registration Statement and
Prospectus, and its ability to discharge its obligations
under the Trading Advisory Agreement and this Agreement.

(ii) Each of the Trading Advisory Agreement and this
Agreement has been duly authorized, executed and delivered
by JWH and constitutes a valid, binding and enforceable
agreement of JWH in accordance with its terms, subject only
to bankruptcy, insolvency, reorganization, moratorium or
similar laws at the time in effect affecting the
enforceability generally of rights of creditors and except
as enforceability of the indemnification provisions
contained in such Agreements may be limited by applicable
law and the enforcement of specific terms or remedies may be
unavailable.

(iii) JWH (including the principals of JWH) has all
material Federal and state governmental and regulatory
licenses and approvals and has received or made all filings
and registrations with Federal and state governmental and
regulatory authorities necessary in order for JWH to conduct
its business as described in the Registration Statement and
Prospectus (including, without limitation, performance of
this Agreement and the Trading Advisory Agreement) and, to
the best of such counsel's knowledge, none of such
approvals, licenses or registrations has been rescinded or
revoked.

(iv) There is not pending or, to such counsel's
knowledge, threatened any actions, suits or proceedings
before or by any court or other governmental or
administrative body, nor have there been any

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<PAGE>

such suits, claims or proceedings within the last five years to which
JWH, or any of its principals, is or was a party, or to which any of
their assets is or was subject, which are required to be, but are not
disclosed in the Registration Statement or Prospectus or which might
reasonably be expected to result in any material adverse change in the
condition (financial or otherwise), business or prospects of JWH.

(v) The execution and delivery of this Agreement and
the Trading Advisory Agreement, the incurrence of the
obligations herein and therein set forth and the
consummation of the transactions contemplated herein,
therein and in the Prospectus will not be in contravention
of any of the provisions of the certificate of incorporation
or by-laws of JWH, or, to the best of such counsel's
knowledge, constitute a breach of, or default under, any
instrument by which JWH is bound or any order, rule or
regulation applicable to JWH of any court or any
governmental body or administrative agency having
jurisdiction over JWH.

(vi) Based upon reliance on certain SEC No-Action
Letters, the performance by JWH of the transactions
contemplated by the Trading Advisory Agreement and described
in the Prospectus will not subject JWH or any principal of
JWH to the registration requirements, prohibitions or other
terms of the Investment Advisers Act of 1940, as amended.

(vii) Nothing has come to such counsel's attention
that would lead such counsel to believe that, (a) at the
time the Registration Statement initially became effective
and at the time any post-effective amendment thereto became
effective, insofar as JWH and its principals are concerned,
the Registration Statement contained any untrue statement of
a material fact or omitted to state a material fact required
to be stated therein or necessary to make the statements
therein not misleading, or (b) the Prospectus as first filed
pursuant to Rule 424(b) or as subsequently filed pursuant to
Rule 424 or at the Initial Closing Time contained an untrue
statement of a material fact or omitted to state a material
fact necessary in order to make the statements therein
relating to JWH or its principals, in light of the
circumstances under which they were made, not misleading;
provided, however, that no counsel for JWH need express an
opinion or belief (A) as to the financial statements, notes
thereto and other financial or statistical data and notes or
descriptions thereto set forth in the Registration Statement
and Prospectus or (B) as to the performance data and notes
or descriptions thereto set forth in the Registration
Statement, except that such counsel shall opine, without
rendering any opinion as to the accuracy of the information
in such tables, that the performance

- 25 -
<PAGE>

records relating to JWH set forth in the Prospectus comply as to form
in all material respects with CFTC rules except to the extent
departures therefrom have been permitted by CFTC staff.

(f) At the Initial Closing Time, the Managing Owner shall
deliver a certificate to the effect that: (i) no order suspending the
effectiveness of the Registration Statement has been issued and to the
best of its knowledge no proceedings therefor have been instituted or
threatened by the SEC, the CFTC or other regulatory body; (ii) the
representations and warranties of the Managing Owner contained herein
are true and correct with the same effect as though expressly made at
the Initial Closing Time and in respect of the Registration Statement
as in effect at the Initial Closing Time; and (iii) the Managing Owner
has performed all covenants and agreements herein contained to be
performed on its part at or prior to the Initial Closing Time. Such
certificate may state that the Managing Owner has relied upon JWH to
provide certain information relating to JWH for use in the
Registration Statement.

(g) JWH shall deliver a report dated as of the Initial Closing
Time which shall present, for the period from the date after the last
day covered by the performance records in the Prospectus to the latest
practicable day before the Initial Closing Time, figures which shall
be a continuation of such performance records and which shall certify
that such figures are accurate in all material respects. JWH shall
also certify that such performance records have been calculated in
accordance with the notes to the applicable performance records in the
Prospectus.

(h) At the time the Registration Statement initially becomes
effective, KPMG Peat Marwick, LLP shall have delivered a letter,
substantially in the form previously agreed upon by the Lead Selling
Agent and the Managing Owner.

(i) At the Initial Closing Time, KPMG Peat Marwick, LLP shall
deliver a letter in a form satisfactory to the Lead Selling Agent and
the Managing Owner, substantially the same in scope and substance as
the letter described in paragraph (h) of this Section 8, dated as of
the Initial Closing Time.

(j) At the Initial Closing Time, JWH shall deliver a certificate
to the effect that (i) the representations and warranties of JWH
contained herein are true and correct with the same effect as though
expressly made at the Initial Closing Time, (ii) JWH has performed all
covenants and agreements herein contained to be performed on its part
at or prior to the Initial Closing Time and (iii) since the date of
the most recent financial information relating to JWH prior to the
date of this Agreement there has been no material adverse change, or
development involving a prospective material adverse change, in the
financial condition, business or business prospects of JWH.

(k) At the Initial Closing Time, the Lead Selling Agent shall
deliver a certificate to the effect that the representations and
warranties of the Lead Selling Agent and Futures Broker contained
herein are true and correct with the same effect as

- 26 -
<PAGE>

though expressly made at the Initial Closing Time and in respect of the
Registration Statement as in effect at the Initial Closing Time.

(l) At the Initial Closing Time, CISFS shall deliver a
certificate to the effect that the representations and warranties of
CISFS contained herein are true and correct with the same effect as
though expressly made at the Initial Closing Time and in respect of
the Registration Statement as in effect at the Initial Closing Time.

(m) The Trust shall have received a capital contribution of the
Managing Owner in the amount required by the Declaration and Agreement
of Trust and as described in the Prospectus.

(n) The parties hereto shall have been furnished with such
additional information, opinions and documents, including supporting
documents relating to parties described in the Prospectus and
certificates signed by such parties with regard to information
relating to them and included in the Prospectus as they may reasonably
require for the purpose of enabling them to pass upon the sale of the
Units as herein contemplated and related proceedings, in order to
evidence the accuracy or completeness of any of the representations or
warranties or the fulfillment of any of the conditions herein
contained; and all actions taken by the parties hereto in connection
with the sale of the Units as herein contemplated shall be reasonably
satisfactory in form and substance to Sidley & Austin, Mr. Kozak and
Ms. Cutler.

(o) The representations and warranties set forth herein shall be
restated as of each Subsequent Closing Time as if made as of the date
thereof. The conditions of closing set forth in this Section 8 shall,
at the option of any party hereto, apply at each Subsequent Closing
Time.

If any of the conditions specified in this Section 8 shall not have
been fulfilled when and as required by this Agreement to be fulfilled,
this Agreement and all obligations hereunder may be canceled by any
party hereto by notifying the other parties hereto of such
cancellation in writing or by telegram at any time at or prior to the
Initial Closing Time, and any such cancellation or termination shall
be without liability of any party to any other party except as
otherwise provided in Section 7.

Section 9. INDEMNIFICATION AND EXCULPATION.

(a) INDEMNIFICATION BY THE MANAGING OWNER. The Managing Owner
agrees to indemnify and hold harmless the Lead Selling Agent, JWH, any
Wholesaler, Additional Selling Agent and Correspondent and each
person, if any, who controls any of the foregoing within the meaning
of Section 15 of the 1933 Act, and the Trust agrees to indemnify and
hold harmless JWH and each person, if any, who controls JWH within the
meaning of Section 15 of the 1933 Act as follows:

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<PAGE>

(i) against any and all loss, liability, claim, damage
and expense whatsoever arising out of any untrue statement
or alleged untrue statement of a material fact contained in
the Registration Statement (or any amendment thereto) or any
omission or alleged omission therefrom of a material fact
required to be stated therein or necessary in order to make
the statements therein not misleading or arising out of any
untrue statement or alleged untrue statement of a material
fact contained in the Prospectus (or any amendment or
supplement thereto) or the omission or alleged omission
therefrom of a material fact necessary in order to make the
statements therein, in light of the circumstances under
which they were made, not misleading; and

(ii) against any and all loss, liability, claim,
damage and expense whatsoever to the extent of the aggregate
amount paid in settlement of any litigation, or any
investigation or proceeding by any governmental agency or
body commenced or threatened, or of any claim whatsoever
based upon any such untrue statement or omission or any such
alleged untrue statement or omission (any settlement to be
subject to indemnity hereunder only if effected with the
written consent of the Managing Owner); and

(iii) against any and all expense whatsoever
(including the fees and disbursements of counsel and, in the
case of the Lead Selling Agent, any indemnification of a
Wholesaler, Additional Selling Agent or Correspondent made
pursuant to a Wholesaling Agreement, Additional Selling
Agent Agreement or Correspondent Selling Agreement, as the
case may be) reasonably incurred in investigating, preparing
or defending against litigation, or any investigation or
proceeding by any governmental agency or body, commenced or
threatened, or any claim whatsoever based upon any such
untrue statement or omission, or any such alleged untrue
statement or omission, to the extent that any such expense
is not paid under clauses (i) or (ii) above.

In no case shall the Managing Owner or the Trust be liable under this
indemnity (a) to JWH if such untrue statement or omission or alleged
untrue statement or omission was made in reliance upon and in
conformity with information relating to JWH and furnished or approved
in writing by JWH or (b) to the Lead Selling Agent if such untrue
statement or omission or alleged untrue statement or omission was made
in reliance upon and in conformity with information relating to the
Lead Selling Agent and furnished or approved by the Lead Selling Agent
or (c) to any Wholesaler, Additional Selling Agent or Correspondent,
if such untrue statement or alleged untrue statement was made in
reliance upon and in conformity with information (including

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<PAGE>

any material omission from such information), if any, relating to, such
Wholesaler, Additional Selling Agent or Correspondent and furnished or
approved by such party.

In no case shall the Managing Owner or the Trust be liable under this
indemnity agreement with respect to any claim made against any
indemnified party unless the Managing Owner or the Trust shall be
notified in writing of the nature of the claim within a reasonable
time after the assertion thereof, but failure to so notify the
Managing Owner or the Trust shall not relieve the Managing Owner or
the Trust from any liability which they may have on account of this
indemnity agreement unless such failure to notify shall materially
prejudice the Managing Owner or the Trust. The Managing Owner and the
Trust shall be entitled to participate at their own expense in the
defense or, if they so elect within a reasonable time after receipt of
such notice, to assume the defense of that portion of any suit so
brought relating to the Managing Owner's or the Trust's
indemnification obligations hereunder, which defense shall be
conducted by counsel chosen by them and satisfactory to the
indemnified party or parties, defendant or defendants therein. In the
event that the Managing Owner or the Trust elects to assume the
defense of any such suit and retain such counsel, the indemnified
party or parties, defendant or defendants in the suit, shall, in the
absence of conflicting claims, bear the fees and expenses of any
additional counsel thereafter retained by it or them.

In no event, however, shall the Managing Owner be obligated to
indemnify the Lead Selling Agent hereunder, and the Lead Selling Agent
agrees not to attempt to obtain any indemnity from the Managing Owner
hereunder, to the extent that the Managing Owner and the Lead Selling
Agent are advised by counsel reasonably satisfactory to the Managing
Owner and the Lead Selling Agent that payment of such indemnity could
adversely affect the classification of the Trust as a partnership for
Federal income tax purposes.

The Managing Owner agrees to notify JWH and the Lead Selling Agent
within a reasonable time of the assertion of any claim in connection
with the sale of the Units against it or any of its officers or
directors or any person who controls the Managing Owner within the
meaning of Section 15 of the 1933 Act.

(b) INDEMNIFICATION BY JWH. JWH agrees to indemnify and hold
harmless the Lead Selling Agent, the Managing Owner, the Trust, and
each person, if any, who controls any of the foregoing within the
meaning of Section 15 of the 1933 Act (and, in the case of the
Managing Owner and the Trust, each person who signed the Registration
Statement or is a director of the Managing Owner), to the same extent
as the indemnity from the Managing Owner set forth in Section 9(a)
hereof, but only insofar as the losses, claims, damages, liabilities
or expenses indemnified against arise out of or are based upon any
untrue statement or omission or alleged untrue statement or omission
relating or with respect to JWH or any principal of JWH, or their
operations, trading systems, methods or performance, which was made in
any preliminary prospectus, the Registration Statement or the
Prospectus or any

- 29 -
<PAGE>

amendment or supplement thereto and furnished by or approved by JWH for
inclusion therein.

(c) INDEMNIFICATION BY THE LEAD SELLING AGENT. The Lead Selling
Agent agrees to indemnify and hold harmless the Trust, the Managing
Owner, JWH and each person, if any, who controls the Trust, the
Managing Owner or JWH within the meaning of Section 15 of the 1933 Act
(and in the case of the Managing Owner and the Trust, each person who
signed the Registration Statement or is a director of the Managing
Owner), (i) to the same extent as the indemnity from the Managing
Owner set forth in Section 9(a) hereof, but only insofar as the
losses, claims, damages, liabilities or expenses indemnified against
arise out of or are based upon any untrue statement or omission or
alleged untrue statement or omission relating or with respect to the
Lead Selling Agent or any of its principals, or their operations,
which was made in any preliminary prospectus, the Registration
Statement or the Prospectus or any amendment or supplement thereto and
furnished by or approved by the Lead Selling Agent for inclusion
therein and (ii) against any and all loss, liability, claim, damage
and expense whatsoever resulting from a demand, claim, lawsuit, action
or proceeding relating to the actions or capacities of the Lead
Selling Agent (including a breach of its obligations hereunder) and
any Wholesaler, Additional Selling Agent or Correspondent relating to
the offering of Units under this Agreement or any Wholesaling
Agreement, Additional Selling Agent Agreement or Correspondent Selling
Agent Agreement as the case may be.

(d) CONTRIBUTION. If the indemnification provided for in this
Section 9 is not permitted under applicable law under subsection (a)
or (b) above in respect of any losses, claims, damages or liabilities
(or actions in respect thereof) referred to therein, then each
indemnifying party shall contribute to the amount paid or payable by
such indemnified party as a result of such losses, claims, damages or
liabilities (or actions in respect thereof) in such proportion as is
appropriate to reflect the relative benefits received by JWH, on the
one hand, and, the Lead Selling Agent, CISFS and the Managing Owner,
on the other, from the offering of the Units.

(e) LIMITATION ON CERTAIN INDEMNIFICATIONS AND EXCULPATIONS.
The exculpation provisions in the Trading Advisory Agreement shall not
relieve JWH from any liability it may have or incur to the Trust, the
Managing Owner or the Lead Selling Agent under this Agreement
(including, without limitation, pursuant to the provisions of
Section 9(b) hereof). Nor shall JWH be entitled to be indemnified by
the Managing Owner, pursuant to the indemnification provisions
contained in the Trading Advisory Agreement, against any loss,
liability, damage, cost or expense it may incur under this Agreement.
The Managing Owner shall not be entitled to be indemnified by the
Trust, pursuant to the indemnification provisions contained in the
Declaration and Agreement of Trust against any loss, liability,
damage, cost or expense it may incur under this Agreement.

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<PAGE>

Section 10. STATUS OF PARTIES. In selling the Units for the Trust,
the Lead Selling Agent is acting solely as an agent for the Trust and not as a
principal. The Lead Selling Agent will use its best efforts to assist the Trust
in obtaining performance by each purchaser whose offer to purchase Units from
the Trust has been accepted on behalf of the Trust, but the Lead Selling Agent
shall not have any liability to the Trust in the event that Subscription
Agreements and Powers of Attorney are improperly completed or any such purchase
is not consummated for any reason. Except as specifically provided herein, the
Lead Selling Agent shall in no respect be deemed to be an agent of the Trust.

Section 11. REPRESENTATIONS, WARRANTIES AND AGREEMENTS TO SURVIVE
DELIVERY. All representations, warranties and agreements contained in this
Agreement or contained in certificates of any party hereto submitted pursuant
hereto shall remain operative and in full force and effect, regardless of any
investigation made by, or on behalf of, the Lead Selling Agent, the Managing
Owner, the Trust, the Futures Broker, CISFS, JWH or any person who controls any
of the foregoing and shall survive the Initial Closing Time.

Section 12. TERMINATION. The Managing Owner shall have the right to
terminate this Agreement at any time prior to the Initial Closing Time by giving
written notice of such termination to JWH, the Lead Selling Agent, the Futures
Broker and CISFS.

Section 13. NOTICES AND AUTHORITY TO ACT. All communications
hereunder shall be in writing and, if sent to the Lead Selling Agent, CISI,
CISFS or the Trust, shall be mailed, delivered or telegraphed and confirmed to
it at Portfolio Diversification Group, Sears Tower, 233 South Wacker Drive,
Suite 2300, Chicago, Illinois 60606, Attention: L. Carlton Anderson; if sent to
JWH, shall be mailed, delivered or telegraphed and confirmed at One Glendinning
Place, Westport, Connecticut 06880, Attention: David M. Kozak. Notices shall be
effective when actually received.

Section 14. PARTIES. This Agreement shall inure to the benefit of
and be binding upon the Lead Selling Agent, the Trust, the Managing Owner,
CISFS, JWH and such parties' respective successors to the extent provided
herein. This Agreement and the conditions and provisions hereof are intended to
be and are for the sole and exclusive benefit of the parties hereto and their
respective successors, assigns and controlling persons and parties indemnified
hereunder, and for the benefit of no other person, firm or corporation. No
purchaser of a Unit shall be considered to be a successor or assign solely on
the basis of such purchase.

The parties acknowledge that the obligations of this Agreement are not
binding against the Unitholders individually but are binding only upon the
assets and property of the Trust and, in the event of any obligation or claim
arising hereunder against the Trust, no resort shall be had to the Unitholder's
personal property for the satisfaction of such obligation or claim.

Section 15. GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES CREATED HEREBY SHALL BE GOVERNED BY THE LAWS OF THE
STATE OF ILLINOIS WITHOUT REGARD TO THE PRINCIPLES OF CHOICE OF LAW THEREOF.

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<PAGE>

Section 16. REQUIREMENTS OF LAW. Whenever in this Agreement it is
stated that a party will take or refrain from taking a particular action, such
party may nevertheless refrain from taking or take such action if advised by
counsel that doing so is required by law or advisable to ensure compliance with
law, and shall not be subject to any liability hereunder for doing so, although
such action shall permit termination of the Agreement by the other parties
hereto.

If the foregoing is in accordance with each party's understanding of
its agreement, each party is requested to sign and return to CISI as Managing
Owner a counterpart hereof, whereupon this instrument along with all
counterparts will become a binding agreement among them in accordance with its
terms.

Very truly yours,

JWH GLOBAL TRUST
BY: CIS INVESTMENTS INC.,
Managing Owner

By:
--------------------------------
Name:
Title:

CIS INVESTMENTS, INC.

By:
--------------------------------
Name:
Title:

JOHN W. HENRY & COMPANY, INC.

By:
--------------------------------
Name:
Title:

CARGILL INVESTOR SERVICES, INC.

By:
--------------------------------
Name:
Title:

CIS FINANCIAL SERVICES, INC.

By:
--------------------------------
Name:
Title:

- 32 -

<PAGE>

JWH GLOBAL TRUST
(A DELAWARE BUSINESS TRUST)

UNITS OF BENEFICIAL INTEREST

(SUBSCRIPTION PRICE: $100 PER UNIT
DURING THE INITIAL OFFERING PERIOD; NET
ASSET VALUE PER UNIT DURING THE ONGOING OFFERING PERIOD)

ADDITIONAL SELLING AGENT AGREEMENT

April 3, 1997

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

Dear Sirs:

CIS Investments, Inc., a Delaware corporation (the "Managing Owner"), has
caused the formation of a business trust pursuant to the Delaware Business Trust
Act (the "Delaware Act") under the name, JWH GLOBAL TRUST (the "Trust"), for the
purpose of engaging in 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. As described in the Prospectus referred to below, the
Trust will engage in speculative trading in the commodities markets under the
direction of John W. Henry & Company, Inc. ("JWH"). The Trust proposes to make
a public offering of units of beneficial interest in the Trust (the "Units")
through us, Cargill Investor Services, Inc. (the "Lead Selling Agent"), on a
best-efforts basis pursuant to the Selling Agreement dated as of April 3, 1997,
as amended, among us, the Trust and others (the "Selling Agreement"), a copy of
which has been furnished to you. In connection with the proposed public
offering, the Trust has filed with the United States Securities and Exchange
Commission (the "SEC"), pursuant to the United States Securities Act of 1933, as
amended (the "1933 Act"), a registration statement on Form S-1 to register the
Units, and as part thereof a prospectus (Registration No. 333-16825) (which
registration statement, together with all amendments thereto, shall be referred
to herein as the "Registration Statement" and which prospectus together with all
amendments and supplements thereto in the forms filed with the SEC pursuant to
Rule 424 under the Act shall be referred to herein as the "Prospectus"). Other
selling agents, including those introduced by wholesalers ("Wholesalers") to us
(the "Additional Selling Agents" and together with the Lead Selling Agent and
the Wholesalers, the "Selling Agents"), may be selected by us with the consent
of the Managing Owner. We have so selected you as an Additional Selling Agent.
We confirm our agreement with you as follows. Capitalized terms used but
otherwise not defined herein

<PAGE>

shall have the meanings ascribed to them in the Selling Agreement unless the
context indicates otherwise.

1. APPOINTMENT AND UNDERTAKINGS OF THE ADDITIONAL SELLING AGENT

(a) Subject to the terms and conditions set forth in this Agreement, the
Selling Agreement and the Registration Statement, the Additional Selling Agent
is hereby appointed, and hereby accepts such appointment, as one of the Trust's
non-exclusive selling agents to offer and sell the Units on a best-efforts basis
without any commitment on the Additional Selling Agent's part to purchase any
Units. It is understood and agreed that the Lead Selling Agent, with the
consent of the Managing Owner, may retain other selling agents (including those
introduced by Wholesalers) and that the Additional Selling Agent or any other
Additional Selling Agent, with the consent of the Lead Selling Agent and
Managing Owner in their sole discretion, may retain correspondent selling agents
("Correspondents"). The Additional Selling Agent agrees to comply with the
terms and conditions of this Agreement and any terms and conditions of the
Selling Agreement applicable to Additional Selling Agents.

The Additional Selling Agent from time to time will provide the Lead
Selling Agent with a list of prospective Correspondents. Unless the prospective
Correspondent has a verifiable preexisting relationship with the Lead Selling
Agent (including previously having approached or been approached by the Lead
Selling Agent about being an Additional Selling Agent for the Trust) as notified
to the Additional Selling Agent in writing, such Correspondent shall only be
permitted to offer Units as a Correspondent of the Additional Selling Agent
pursuant to a Correspondent Selling Agreement in a form agreed to by the
Additional Selling Agent.

(b) The Additional Selling Agent agrees to use its reasonable efforts to
procure subscriptions for the Units as long as this Agreement and the Selling
Agreement remain in effect and to make the offering of Units at the offering
price and minimum amounts and on the other terms and conditions set forth in the
Prospectus and the Selling Agreement.

(c) The Additional Selling Agent shall offer and sell Units only to
persons and entities who satisfy the suitability and/or investment requirements
set forth in the Prospectus and the subscription agreements attached thereto and
who, to the Managing Owner's satisfaction, complete the subscription agreements
and related subscription documents used in connection with the offering of the
Units (the "Subscription Documents") and remit good funds for the full
subscription price. The Additional Selling Agent shall conduct a thorough
review of the suitability of each subscriber for Units that it solicits and of
the Subscription Documents. The Additional Selling Agent shall not forward to
the Managing Owner any Subscription Documents that are not in conformity with
the requirements specified in the Prospectus and in the Subscription Documents
appropriate for the particular subscriber, or that is illegible in any respect
or is not fully completed, dated, or signed, or that represents the subscription
of a person or entity not satisfying the suitability and/or investment
requirements applicable to such person or entity. The Additional Selling Agent
shall not execute any transactions in Units in a discretionary account over
which it has control without prior written approval of the customer in whose
name such discretionary account is maintained.

<PAGE>

The Additional Selling Agent agrees not to recommend the purchase of Units
to any subscriber unless the Additional Selling Agent shall have reasonable
grounds to believe, on the basis of information obtained from the subscriber
concerning, among other things, the subscriber's investment objectives, other
investments, financial situation and needs, that the subscriber is or will be in
a financial position appropriate to enable the subscriber to realize to a
significant extent the benefits of the Trust, including the tax benefits (if
any) described in the Prospectus; the subscriber has a fair market net worth
sufficient to sustain the risks inherent in participating in the Trust,
including loss of investment and lack of liquidity; and the Units are otherwise
a suitable investment for the subscriber. In addition to submitting such
information to the Managing Owner, the Additional Selling Agent agrees to
maintain files of information disclosing the basis upon which the Additional
Selling Agent determined that the suitability requirements of Section (b)(2) of
Rule 2810 of the National Association of Securities Dealers, Inc. ("NASD")
(formerly Section 3 of Appendix F of the NASD's Rules of Fair Practice) were met
as to each subscriber (the basis for determining suitability may include the
Subscription Documents and other certificates submitted by subscribers). In
connection with making the foregoing representations and warranties, the
Additional Selling Agent further represents and warrants that it has received
copies of the Registration Statement, as amended to the date hereof, and the
Prospectus and has, among other things, examined the following sections in the
Prospectus and obtained such additional information from the Managing Owner
regarding the information set forth thereunder as the Additional Selling Agent
has deemed necessary or appropriate to determine whether the Prospectus
adequately and accurately discloses all material facts relating to an investment
in the Trust and provides an adequate basis to subscribers for evaluating an
investment in the Units:

"Summary"
"Risk Factors"
"Investment Factors"
"The Trust and Its Objectives"
"John W. Henry & Company, Inc."
"The Managing Owner"
"Fiduciary Obligations of the Managing Owner"
"Use of Proceeds"
"Charges"
"Conflicts of Interest"
"Redemptions; Net Asset Value"
"The Trust and the Trustee"
"Federal Income Tax Aspects"

In connection with making the representations and warranties set forth in
this paragraph, the Additional Selling Agent has not relied on inquiries made by
or on behalf of any other parties.

The Additional Selling Agent agrees to inform all prospective purchasers of
Units of all pertinent facts relating to the liquidity and marketability of the
Units as set forth in the Prospectus.

The Additional Selling Agent shall offer and sell Units in compliance with
the requirements set forth in the Registration Statement (particularly the
"Subscription Requirements" attached as

<PAGE>

Exhibit B thereto), this Agreement and the Blue Sky Survey delivered to the Lead
Selling Agent by the Managing Owner's counsel, a copy of which has been provided
to the Additional Selling Agent. The Additional Selling Agent represents and
warrants that it shall comply fully at all times with all applicable federal and
state securities and commodities laws (including without limitation the 1933
Act, the Securities Exchange Act of 1934, as amended (the "1934 Act"), the
Commodity Exchange Act, as amended (the "CEA"), and the securities and Blue Sky
laws of the jurisdictions in which the Additional Selling Agent solicits
subscriptions, all applicable rules and regulations under such laws, and all
applicable requirements, rules, policy statements and interpretations of the
NASD, and the securities and commodities exchanges and other governmental and
self-regulatory authorities and organizations having jurisdiction over it or the
offering of Units). The Additional Selling Agent shall under no circumstances
engage in any activities hereunder in any jurisdiction (i) in which the Managing
Owner has not informed the Additional Selling Agent that counsel's advice has
been received that the Units are qualified for sale or are exempt under the
applicable securities or Blue Sky laws thereof or (ii) in which the Additional
Selling Agent may not lawfully engage.

The Additional Selling Agent further agrees to comply with the requirement
under applicable federal and state securities laws to deliver to each offeree a
Prospectus and any amendments or supplements thereto (including summary
financial information, if available, after the Trust has commenced operations).
Neither the Additional Selling Agent nor any of its employees, agents or
representatives will use or distribute any marketing material or information
other than that prepared by the Trust and the Managing Owner. It is, however,
understood that the Additional Selling Agent may use documents that it prepares
solely for the purpose of communicating with its Registered Representatives and
Correspondents provided that the Additional Selling Agent provides to the Lead
Selling Agent a copy of each such document prior to such use.

(d) The additional services that the Additional Selling Agent will provide
on an ongoing basis to Unitholders will include but not be limited to: (i)
inquiring of the Managing Owner from time to time, at the request of
Unitholders, as to the Net Asset Value of a Unit, (ii) inquiring of the Managing
Owner from time to time at the request of the Unitholders, as to the commodities
markets and the activities of the Fund, (iii) assisting, at the request of the
Managing Owner, in the redemption of Units sold by the Additional Selling Agent,
(iv) responding to questions of Unitholders from time to time with respect to
monthly account statements, annual reports and financial statements furnished to
Unitholders, and (v) providing such other services to the owners of Units as the
Managing Owner may, from time to time, reasonably request.

All payments for subscriptions shall be made by transfer of funds to the
escrow account of the Trust as described in the Prospectus, provided that any
such arrangements must comply in all relevant respects with SEC Regulations
10b-9 and 15c2-4.

(e) The Additional Selling Agent (i) acknowledges that, other than as set
forth herein, it is not authorized to act as the agent of the Lead Selling Agent
in any connection or transaction and (ii) agrees not to so act or to purport to
so act.

4
<PAGE>

2. COMPENSATION

(a) In consideration for the Additional Selling Agent performing the
obligations under this Agreement, the Lead Selling Agent shall pay the
Additional Selling Agent a selling commission of __% of the subscription value
of the Unit(s) sold by the Additional Selling Agent. The selling commission
payable in respect of Units sold to any investor eligible to be charged a
Special Brokerage Fee Rate as described in the Prospectus shall be reduced by
the difference between the standard brokerage fee rate and the applicable
Special Brokerage Fee Rate (or, in the event that the Additional Selling Agent
shares the selling commission with a Wholesaler, the Additional Selling Agent's
proportionate share of such difference). Such commissions will be paid in
respect of each subscription as promptly as practicable after the initial
closing or each subsequent month-end closing.

(b) The Additional Selling Agent shall receive ongoing compensation,
payable monthly by the Lead Selling Agent, of __% per annum (or approximately
______% per month) of the month-end Net Asset Value of the Units sold by a
Registered Representative of the Additional Selling Agent which remain
outstanding for more than twelve months (including the month as of the end of
which such Unit is redeemed) assuming (i) the Additional Selling Agent's
continued registration with the Commodity Futures Trading Commission (the
"CFTC") as a futures commission merchant or introducing broker and continued
membership with the National Futures Association ("NFA") in such capacity and
(i) the Registered Representative's compliance with the additional requirements
described in subsection 1(d), registration with the CFTC and compliance with all
applicable proficiency requirements (including those imposed by the NASD as a
condition of receiving "trailing commissions") by either passing the Series 3
National Commodity Futures Exam or the Series 31 exam or being "grandfathered"
from having to do so. Such ongoing compensation shall begin to accrue with
respect to each Unit only after the end of the twelfth full month after the sale
of such Unit. Ongoing compensation payable in respect of Units sold to any
investor eligible to be charged a Special Brokerage Fee Rate as described in the
Prospectus shall be reduced by the difference between the standard brokerage fee
rate and the applicable Special Brokerage Fee Rate (or, in the event that the
Additional Selling Agent shares ongoing compensation with an eligible
Wholesaler, the Additional Selling Agent's proportionate share of such
difference). In the event the Additional Selling Agent's Wholesaler, if any, is
not eligible to receive ongoing compensation, the Additional Selling Agent shall
receive the amount that would have been due to the Wholesaler in the absence of
ineligibility. For purposes of determining when ongoing compensation should
begin to accrue, Units sold during the Initial Offering Period (as defined in
the Prospectus) shall not be deemed to be sold until the initial closing time
and Units sold during the Ongoing Offering Period (as defined in the Prospectus)
shall not be deemed to be sold until the day Units are issued, and in either
case not the day when subscriptions are accepted by the Managing Owner or
subscriptions funds are deposited in escrow.

Furthermore, the Lead Selling Agent shall not compensate the Additional
Selling Agent, and the Additional Selling Agent shall not compensate its
employees or other persons, unless the recipient thereof is legally qualified
and permitted to receive such compensation. Also, such ongoing compensation may
be paid by the Lead Selling Agent to the Additional Selling Agent and by the
Additional Selling Agent to its employees or other persons, only in respect of
outstanding Units sold by such persons to Unitholders and only so long as the
additional services described in Section 1(d)

5
<PAGE>

above are provided by such person to Unitholders. With respect to particular
Units, substitute Registered Representatives who are appropriately registered
and who agree to perform the services described in Section 1(d) above with
respect to such Units ("Substitute Registered Representatives") may also receive
ongoing compensation with respect to such Units.

In case of Units with respect to which there is no Registered
Representative who is qualified to receive ongoing compensation as set forth
above, the Lead Selling Agent will pay the Additional Selling Agent installment
selling commissions at the same rate as in the case of ongoing compensation, but
the sum of such installment selling commissions and the initial selling
commission paid to the Additional Selling Agent and its Wholesaler, if any, is
limited in amount, pursuant to applicable NASD policy, to 9.0% of the initial
subscription price of the Units; provided, that no such installment selling
commissions shall be payable until the Managing Owner and the Lead Selling Agent
determine that the payment of such installment selling commission is in
compliance with Rule 2810 of the NASD (formerly Appendix F of the NASD's Rules
of Fair Practice) on aggregate compensation which may be received by the Selling
Agents.

In respect of Correspondents, if any, selected by the Additional Selling
Agent (with the consent of the Lead Selling Agent and the Managing Owner), the
Lead Selling Agent shall pay to the Additional Selling Agent selling commissions
and ongoing compensation or installment sales commissions as set forth above, a
portion (as agreed between the Additional Selling Agent and each such
Correspondent) of which shall be passed on by the Additional Selling Agent to
such Correspondents.

The Additional Selling Agent agrees that it will promptly pass on to its
Registered Representatives and Correspondents the applicable portions of the
selling commissions received from the Lead Selling Agent to which such
Registered Representatives and Correspondents are entitled pursuant to,
respectively, the Additional Selling Agent's standard compensation procedures
and the Additional Selling Agent's agreement with each such Correspondent.

The Additional Selling Agent, although otherwise entitled to ongoing
compensation, will not be entitled to receipt thereof with respect to particular
Units (but may continue to receive installment selling commissions) for any
month during any portion of which the Registered Representative who is receiving
such ongoing compensation is at any time not properly registered with the CFTC
or does not agree to provide the ongoing services described above. However, the
Lead Selling Agent agrees that Substitute Registered Representatives may receive
such ongoing compensation. The Additional Selling Agent shall, at the request
of the Lead Selling Agent, inform the Lead Selling Agent of currently
outstanding Units sold by the Additional Selling Agent or any Correspondent with
respect to which ongoing compensation may not be paid.

Ongoing compensation which cannot be paid because the Additional Selling
Agent or its Correspondent (or a Registered Representative of either) has not
met the eligibility requirements shall be retained by the Lead Selling Agent.

The Additional Selling Agent shall not, directly or indirectly, pay or
award any finder's fees, commissions or other compensation to any person engaged
by a potential investor for investment

6
<PAGE>

advice as an inducement to such advisor to advise the purchase of Units;
provided, however, the normal sales commissions payable to a registered
broker-dealer or other properly licensed person for selling Units shall not be
prohibited hereby.

(c) Notwithstanding any other provision of this Agreement to the contrary,
the Managing Owner shall have sole discretion to accept or reject any
subscription for the Units in whole or in part.

(d) The Lead Selling Agent agrees to make all payments to the Additional
Selling Agent pursuant to this Section 2 within 15 days following the end of a
monthly period in which compensation is earned. Notwithstanding anything above
to the contrary, the Lead Selling Agent shall be liable to make ongoing
compensation payments to the Additional Selling Agent only after the Lead
Selling Agent, in its capacity of futures broker for the Trust, has actually
received its brokerage fee from the Trust.

3. REPRESENTATIONS AND WARRANTIES OF THE LEAD SELLING AGENT

The Lead Selling Agent hereby represents and warrants as follows:

(a) The Lead Selling Agent is a corporation duly organized, validly
existing, and in good standing under the laws of the State of Delaware and has
power and authority to enter into and carry out its obligations under this
Agreement.

(b) The Lead Selling Agent has all governmental and regulatory
registrations, qualifications, approvals and licenses required to perform its
obligations under this Agreement (including, but not limited to, registration as
a broker-dealer with the SEC, membership in such capacity in the NASD, and
registration or qualification under the laws of each state in which Lead Selling
Agent will offer and sell Units); the performance by the Lead Selling Agent of
its obligations under this Agreement will not violate or result in a breach of
any provision of its certificate of incorporation or by-laws or any agreement,
order, law, or regulation binding upon it.

(c) This Agreement has been duly and validly authorized, executed, and
delivered on behalf of the Lead Selling Agent and is a valid and binding
agreement of the Lead Selling Agent enforceable against the Lead Selling Agent
in accordance with its terms, subject only to bankruptcy, insolvency,
reorganization, moratorium or similar laws at the time in effect affecting the
enforceability generally of rights of creditors except as enforceability of the
indemnification provisions contained in this Agreement may be limited by
applicable law and the enforcement of specific terms or remedies may be
unavailable.

4. REPRESENTATIONS AND WARRANTIES OF THE ADDITIONAL SELLING AGENT

The Additional Selling Agent hereby represents and warrants as follows:

(a) The Additional Selling Agent is a _____________ duly organized,
validly existing, and in good standing under the laws of the state of its
incorporation and has power and authority to enter into and carry out its
obligations under this Agreement.

7
<PAGE>

(b) The Additional Selling Agent has all governmental and regulatory
registrations, qualifications, approvals and licenses required to perform its
obligations under this Agreement (including, but not limited to, registration as
a broker-dealer with the SEC, membership in such capacity in the NASD,
registration as a futures commission merchant or introducing broker under the
CEA and membership with NFA, and registration or qualification under the laws of
each state in which Additional Selling Agent will offer and sell Units); the
performance by the Additional Selling Agent of its obligations under this
Agreement will not violate or result in a breach of any provision of its
certificate of incorporation or by-laws or any agreement, order, law, or
regulation binding upon it.

(c) This Agreement has been duly and validly authorized, executed, and
delivered on behalf of the Additional Selling Agent and is a valid and binding
agreement of the Additional Selling Agent enforceable against the Additional
Selling Agent in accordance with its terms, subject only to bankruptcy,
insolvency, reorganization, moratorium or similar laws at the time in effect
affecting the enforceability generally of rights of creditors except as
enforceability of the indemnification provisions contained in this Agreement may
be limited by applicable law and the enforcement of specific terms or remedies
may be unavailable.

(d) Neither the Additional Selling Agent nor any of its principals have
been the subject of any administrative, civil, or criminal actions within the
five years preceding the date hereof that would be material for an investor's
decision to purchase the Units which are not disclosed to the Trust, the
Managing Owner or the Lead Selling Agent.

(e) The information, if any, relating to the Additional Selling Agent
which the Additional Selling Agent has furnished to the Trust and the Managing
Owner for use in the Registration Statement is correct.

(f) In respect of purchasers of Units that are not individuals, the
Additional Selling Agent shall have received, prior to sale of Units to each
such purchaser, evidence that the purchaser is authorized to invest in the Units
and shall provide the Lead Selling Agent with copies of such evidence upon
reasonable request of the Lead Selling Agent.

5. AUTHORIZATION UNDER THE SELLING AGREEMENT

The Additional Selling Agent agrees to be bound by any action taken by the
Lead Selling Agent or the Managing Owner, in accordance with the provisions of
the Selling Agreement, to terminate the Selling Agreement or the offering of the
Units, to consent to changes in the Selling Agreement or to approve of or object
to further amendments to the Registration Statement or amendments or supplements
to the Prospectus, if, in the judgment of the Lead Selling Agent or the Managing
Owner, such action would be advisable. The Lead Selling Agent agrees that, at
the Additional Selling Agent's request, the Lead Selling Agent will require any
documents required to be delivered to or by the Lead Selling Agent pursuant to
Section 8 of the Selling Agreement to be addressed and delivered to the
Additional Selling Agent.

8
<PAGE>

6. COVENANTS OF THE LEAD SELLING AGENT

(a) The Lead Selling Agent will provide the Additional Selling Agent with
copies of any amendment or supplement to the Prospectus prior to filing with the
CFTC and SEC. The Lead Selling Agent will notify the Additional Selling Agent
immediately (i) when any amendment to the Registration Statement shall have
become effective and (ii) of the issuance by the SEC, CFTC or any other Federal
or state regulatory body of any order suspending the effectiveness of the
Registration Statement under the 1933 Act, the CFTC registration or NFA
membership of the Managing Owner as a commodity pool operator, the CFTC
registration or NFA membership of the Lead Selling Agent as a futures commission
merchant, or the registration of Units under the Blue Sky or securities laws of
any state or other jurisdiction or any order or decree enjoining the offering or
the use of the then current Prospectus or of the institution, or notice of the
intended institution, of any action, investigation or proceeding for that
purpose.

(b) The Lead Selling Agent will cause the Managing Owner to deliver to
the Additional Selling Agent as promptly as practicable from time to time during
the period when the Prospectus is required to be delivered under the 1933 Act,
such number of copies of the Prospectus (as amended or supplemented) as the
Additional Selling Agent may reasonably request for the purposes contemplated by
the 1933 Act or the SEC Regulations.

(c) The Lead Selling Agent will cause the Managing Owner to furnish
to the Additional Selling Agent a reasonable number of copies of any amendment
or amendments of, or supplement or supplements to, the Prospectus which will
amend or supplement the Prospectus.

(d) The Lead Selling Agent will cause the Managing Owner to deliver
to the Additional Selling Agent copies of all written communications to any
Unitholder (other than tax information) whose Units were sold by the Additional
Selling Agent or its Correspondents.

7. INDEMNIFICATION AND CONTRIBUTION

(a) The Lead Selling Agent shall indemnify, hold harmless, and defend the
Additional Selling Agent and any person who controls the Additional Selling
Agent within the meaning of Section 15 of the 1933 Act, to the same extent, and
subject to the same conditions and procedural requirements, that the Managing
Owner agrees to indemnify the Lead Selling Agent pursuant to Section 9 of the
Selling Agreement; provided that, in no case shall the Lead Selling Agent be
liable under this indemnity to the Additional Selling Agent if the loss,
liability, claim, damages or expense of the Additional Selling Agent arises out
of any untrue statement or alleged untrue statement of a material fact contained
in the Registration Statement or the Prospectus (or any amendment or supplement
thereto) or any omission or alleged omission therefrom of a material fact
required to be stated therein or necessary in order to make the statements
therein not misleading made in reliance upon and in conformity with information
relating to the Additional Selling Agent and furnished or approved by the
Additional Selling Agent. In addition, the Lead Selling Agent shall indemnify,
hold harmless and defend the Additional Selling Agent (and any controlling
person) for any loss, liability, claim, damage or expense incurred by the
Additional Selling Agent arising from any breach of this Agreement by the Lead
Selling Agent. The Additional Selling Agent agrees that in no event shall

9
<PAGE>

JWH be liable to it directly for any loss, liability, claim, damage or expense
whatsoever suffered by the Additional Selling Agent in connection with the
offering of Units or this Agreement.

(b) The Additional Selling Agent shall indemnify, hold harmless, and
defend the Trust, the Managing Owner, the Lead Selling Agent, JWH and any person
who controls any of the foregoing within the meaning of Section 15 of the 1933
Act against any and all loss, liability, claim, damage and expense whatsoever
incurred by any such party arising from any material breach by the Additional
Selling Agent of its representations, warranties, obligations and undertakings
set forth in this Agreement. The Trust, the Managing Owner and JWH are
expressly made third party beneficiaries of this Agreement.

(c) If the indemnification provided for in this Section 7 shall not be
permitted under applicable law in respect of any loss, liability, claim, damage
or expense referred to herein, then the indemnitor shall, in lieu of
indemnifying the indemnified party contribute to the amount paid or payable by
such indemnified party as a result of such loss, liability, claim, damage or
expense, (A) in such proportion as shall be appropriate to reflect the relative
benefits received by the Lead Selling Agent on the one hand and the Additional
Selling Agent on the other from the offering of the Units by the Additional
Selling Agent or (B) if the allocation provided by clause (A) above is not
permitted by applicable law, in such proportion as is appropriate to reflect not
only the relative benefits referred to in clause (A) above but also the relative
fault of the Lead Selling Agent on the one hand the Additional Selling Agent on
the other with respect to the statements or omissions which resulted in such
loss, liability, claim, damage or expense, as well as any other relevant
equitable considerations. Relative fault shall be determined by reference to
whether the untrue or alleged untrue statement of a material fact or omission or
alleged omission to state a material fact relates to information supplied by the
Lead Selling Agent on the one hand or the Additional Selling Agent on the other,
the intent of the parties and their relative knowledge, access to information
and opportunity to correct or prevent such statement or omission. The parties
agree that it would not be just and equitable if contributions pursuant to this
Section 7 were to be determined by a pro rata allocation or by any other method
of allocation which does not take into account the equitable considerations
referred to herein. The amount paid or payable by the indemnified party as a
result of the loss, liability, claim, damage or expense referred to above in
this Section 7, shall be deemed to include, for purpose of this Section 7, any
legal or other expenses reasonably incurred by such otherwise indemnified party
in connection with investigating or defending any such action or claim.

8. TERMINATION

(a) This Agreement shall terminate on the earlier of (i) such date as the
Lead Selling Agent may determine by giving 30 days' prior written notice to the
Additional Selling Agent, (ii) the termination of the Selling Agreement or the
offering of the Units or (iii) by the Lead Selling Agent, without notice, upon
breach by the Additional Selling Agent of, or non-compliance by the Additional
Selling Agent with, any material term of this Agreement.

(b) The Additional Selling Agent shall have the right to terminate its
participation under this Agreement (i) at any time upon breach by the Lead
Selling Agent of or non-compliance with,

10
<PAGE>

any material term of this Agreement; and (ii) at any time upon thirty business
days' prior written notice of such termination to the Lead Selling Agent and the
Trust.

(c) The termination of this Agreement for any reason set forth in
Sections 8(a)(i), 8(a)(ii) or 8(b) shall not affect (i) the ongoing obligations
of the Lead Selling Agent to pay selling commissions, ongoing compensation or
installment selling commissions accrued prior to the termination hereof, (ii)
the Additional Selling Agent's obligations under Section 1(d) hereof or (iii)
the indemnification obligations under Section 7 hereof. In the event this
Agreement is terminated pursuant to Section 8(a)(iii), the Lead Selling Agent
may withhold accrued but unpaid selling commissions and ongoing compensation or
installment selling commissions due the Additional Selling Agent until the Lead
Selling Agent has been put in the same financial position as it would have been
in absent such breach or non-compliance.

9. CONFIDENTIALITY

(a) The Lead Selling Agent hereby covenants and agrees that under no
circumstances will it solicit any of the Additional Selling Agent's customers
whose names become known to the Lead Selling Agent in connection with the
offering of the Units. The Lead Selling Agent agrees that it will take such
steps to ensure the confidentiality of the Additional Selling Agent's client
list as the Additional Selling Agent may reasonably request.

(b) The Additional Selling Agent hereby covenants and agrees that under
no circumstances will it solicit any customer of the Lead Selling Agent or any
other Additional Selling Agent for the Trust whose name becomes known to the
Additional Selling Agent in connection with the offering of the Units. The
Additional Selling Agent agrees that it will take such steps to ensure the
confidentiality of the Lead Selling Agent's or any other Additional Selling
Agent's client list as the owner of such list may reasonably request. The
Additional Selling Agent further covenants and agrees not to solicit any selling
agent which has been introduced to the Lead Selling Agent by any Wholesaler or
any other Additional Selling Agent.

10. MISCELLANEOUS

(a) This Agreement shall be binding upon and inure to the benefit of the
respective successors and permitted assigns of the parties hereto; provided,
however, that a party hereto may not assign any rights, obligations, or
liabilities hereunder without the prior written consent of the other parties.

(b) All notices required or desired to be delivered under this Agreement
shall be in writing and shall be effective when delivered personally on the day
delivered or, when given by registered mail, postage prepaid, return receipt
requested, on the day of receipt, addressed as follows (or to such other address
as the party entitled to notice shall hereafter designate in accordance with the
terms hereof):

11
<PAGE>

if to the Lead Selling Agent:

Cargill Investor Services, Inc.
233 South Wacker Drive, Suite 2300
Chicago, Illinois 60606

if to the Additional Selling Agent:

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

(c) This Agreement shall be governed by, and construed in accordance
with, the law of the State of Illinois without regard to the principles of
choice of law thereof.

(d) All captions used in this Agreement are for convenience only, are not
a part hereof, and are not to be used in construing or interpreting any aspect
hereof.

(e) This Agreement may be executed in counterparts, each such counterpart
to be deemed an original, but which all together shall constitute one and the
same instrument.

(f) This Agreement may not be amended except by the express written
consent of the parties hereto. No waiver of any provision of this Agreement may
be implied from any course of dealing between or among any of the parties hereto
or from any failure by any party hereto to assert its rights under this
Agreement on any occasion or series of occasions.

(g) The provisions of this Agreement shall survive the termination of
this Agreement with respect to any matter arising while this Agreement was in
effect.

12
<PAGE>

If the foregoing is in accordance with your understanding of our agreement,
please sign and return a counterpart hereof, whereupon this instrument along
with all counterparts will become a binding agreement between us in accordance
with its terms.

Very truly yours,

CARGILL INVESTOR SERVICES, INC.

By:
-------------------------------
Its
----------------------------

CONFIRMED AND ACCEPTED

- --------------------------------
Additional Selling Agent

By:
- --------------------------------
Its
--------------------------

<PAGE>

JWH GLOBAL TRUST
(A DELAWARE BUSINESS TRUST)

UNITS OF BENEFICIAL INTEREST

(SUBSCRIPTION PRICE: $100 PER UNIT
DURING THE INITIAL OFFERING PERIOD; NET
ASSET VALUE PER UNIT DURING THE ONGOING OFFERING PERIOD)

WHOLESALING AGREEMENT

April 3, 1997

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

Dear Sirs:

CIS Investments, Inc., a Delaware corporation (the "Managing Owner"), has
caused the formation of a business trust pursuant to the Delaware Business Trust
Act (the "Delaware Act") under the name, JWH GLOBAL TRUST (the "Trust"), for the
purpose of engaging in 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. As described in the Prospectus referred to below, the
Trust will engage in speculative trading in the commodities markets under the
direction of John W. Henry & Company, Inc. ("JWH"). The Trust proposes to make
a public offering of units of beneficial interest in the Trust (the "Units")
through us, Cargill Investor Services, Inc. (the "Lead Selling Agent"), on a
best-efforts basis pursuant to the Selling Agreement dated as of April 3, 1997,
as amended, among us, the Trust and others (the "Selling Agreement"), a copy of
which has been furnished to you (the "Wholesaler"). In connection with the
proposed public offering, the Trust has filed with the United States Securities
and Exchange Commission (the "SEC"), pursuant to the United States Securities
Act of 1933, as amended (the "1933 Act"), a registration statement on Form S-1
to register the Units, and as part thereof a prospectus (Registration No.
333-16825) (which registration statement, together with all amendments thereto,
shall be referred to herein as the "Registration Statement" and which prospectus
together with all amendments and supplements thereto in the forms filed with the
SEC pursuant to Rule 424 under the Act shall be referred to herein as the
"Prospectus"). Other selling agents, including those introduced by wholesalers
("Wholesalers") to us (the "Additional Selling Agents" and together with the
Lead Selling Agent, the "Selling Agents"), may be selected by us with the
consent of the Managing Owner. You have agreed to act as a Wholesaler. We
confirm our agreement with

<PAGE>

you as follows. Capitalized terms used but otherwise not defined herein shall
have the meanings ascribed to them in the Selling Agreement unless the context
indicates otherwise.

1. APPOINTMENT AND UNDERTAKINGS OF THE WHOLESALER

(a) Subject to the terms and conditions set forth in this Agreement, the
Selling Agreement and the Registration Statement, the Wholesaler is hereby
appointed, and hereby accepts such appointment, as one of the Trust's
non-exclusive Wholesalers to identify and introduce to the Lead Selling Agent
one or more Additional Selling Agents. It is understood and agreed that the
Lead Selling Agent, with the consent of the Managing Owner, may retain other
Wholesalers and Selling Agents (including those introduced by the Wholesaler or
other Wholesalers) and that an Additional Selling Agent, with the consent of the
Lead Selling Agent and Managing Owner in their sole discretion, may retain
correspondent selling agents ("Correspondents"). The Wholesaler agrees to
comply with the terms and conditions of this Agreement and any terms and
conditions of the Selling Agreement applicable to Wholesalers.

(b) The Wholesaler agrees to use diligent efforts, so long as this
Agreement and the Selling Agreement remain in effect, to identify and introduce
to the Lead Selling Agent one or more Additional Selling Agents, each of which
shall agree to offer and sell the Units on a best-efforts basis without any
commitment on the Additional Selling Agent's part to purchase any Units pursuant
to an Additional Selling Agent Agreement (the form of which is attached as
Exhibit A to the Selling Agreement) with the Lead Selling Agent.

(c) The Wholesaler covenants and agrees to wholesale Units through
registered or exempt broker-dealers which are each members of the National
Association of Securities Dealers, Inc. ("NASD") and which have signed
Additional Selling Agent Agreements with the Lead Selling Agent. The
Wholesaler's wholesaling activities will consist primarily of providing sales
literature and other information, all of which shall have been prepared or
approved by the Trust and the Managing Owner, concerning the Trust to qualified
broker-dealers and their principals and Registered Representatives who will be
participating in the offering of Units and assisting such persons in marketing
Units and in providing additional services on an ongoing basis to Unitholders.
The Wholesaler may participate in presentations to prospective investors,
receive or handle any part of the purchase price paid for Units or effect any
transactions in Units.

(d) The Wholesaler shall offer and sell Units in compliance with the
requirements set forth in the Registration Statement (particularly the
"Subscription Requirements" attached as Exhibit B thereto), this Agreement and
the Blue Sky Survey delivered to the Lead Selling Agent by the Managing Owner's
counsel, a copy of which has been provided to the Wholesaler and each Additional
Selling Agent introduced by the Wholesaler. The Wholesaler represents and
warrants that it shall comply fully at all times with all applicable federal and
state securities and commodities laws (including without limitation the 1933
Act, the Securities Exchange Act of 1934, as amended (the "1934 Act"), the
Commodity Exchange Act, as amended (the "CEA"), and the securities and Blue Sky
laws of the jurisdictions in which the Wholesaler solicits subscriptions, all
applicable rules and regulations under such laws, and all applicable
requirements, rules, policy statements and

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<PAGE>

interpretations of the NASD, and the securities and commodities exchanges and
other governmental and self-regulatory authorities and organizations having
jurisdiction over it or the offering of Units). The Wholesaler shall under no
circumstances engage in any activities hereunder in any jurisdiction (i) in
which the Managing Owner has not informed the Wholesaler that counsel's advice
has been received that the Units are qualified for sale or are exempt under the
applicable securities or Blue Sky laws thereof or (ii) in which the Wholesaler
may not lawfully engage.

(e) The Wholesaler further covenants and agrees to comply with any terms
and conditions of the Selling Agreement applicable to Additional Selling Agents
and the provisions of Sections 2(f)(i) to (iii) hereof applicable to Additional
Selling Agents.

(f) The Wholesaler has received copies of the Registration Statement, as
amended to the date hereof, and the Prospectus. The Wholesaler further
acknowledges, and agrees to assist each Additional Selling introduced by it
(references hereafter in this Agreement, except Sections 8 and 10, to
Additional Selling Agent(s) shall mean only those Additional Selling Agent(s)
introduced to the Lead Selling Agent by the Wholesaler) in compliance with, the
following:

(i) Units shall be offered at the offering price and minimum amounts
and on the other terms and conditions set forth in the Prospectus and the
Selling Agreement. The Additional Selling Agents shall offer and sell
Units only to persons and entities who satisfy the suitability and/or
investment requirements set forth in the Prospectus and the subscription
agreements attached thereto and who, to the Managing Owner's satisfaction,
complete the subscription agreements and related subscription documents
used in connection with the offering of the Units (the "Subscription
Documents") and remit good funds for the full subscription price. An
Additional Selling Agent shall conduct a thorough review of the suitability
of each subscriber for Units that it solicits and of the Subscription
Documents. The Additional Selling Agent shall not forward to the Managing
Owner any Subscription Documents that are not in conformity with the
requirements specified in the Prospectus and in the Subscription Documents
appropriate for the particular subscriber, or that are illegible in any
respect or are not fully completed, dated, or signed, or that represents
the subscription of a person or entity not satisfying the suitability
and/or investment requirements applicable to such person or entity. No
Additional Selling Agent shall execute any transactions in Units in a
discretionary account over which it has control without prior written
approval of the customer in whose name such discretionary account is
maintained.

An Additional Selling Agent shall not recommend the purchase of Units
to any subscriber unless the Additional Selling Agent shall have reasonable
grounds to believe, on the basis of information obtained from the
subscriber concerning, among other things, the subscriber's investment
objectives, other investments, financial situation and needs, that the
subscriber is or will be in a financial position appropriate to enable the
subscriber to realize to a significant extent the benefits of the Trust,
including the tax benefits (if any) described in the Prospectus; the
subscriber has a fair market net worth sufficient to sustain the risks
inherent in participating in the Trust, including loss of investment and
lack of

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<PAGE>

liquidity; and the Units are otherwise a suitable investment for the
subscriber. In addition to submitting such information to the
Managing Owner, the Additional Selling Agent shall agree to maintain
files of information disclosing the basis upon which the Additional
Selling Agent determined that the suitability requirements of Section
(b)(2) of Rule 2810 of the NASD (formerly Section 3 of Appendix F of
the NASD's Rules of Fair Practice) were met as to each subscriber (the
basis for determining suitability may include the Subscription
Documents and other certificates submitted by subscribers). In
connection with making the foregoing representations and warranties,
the Additional Selling Agent shall further represent and warrant that
it has, among other things, examined the following sections in the
Prospectus and obtained such additional information from the Managing
Owner regarding the information set forth thereunder as the Additional
Selling Agent has deemed necessary or appropriate to determine whether
the Prospectus adequately and accurately discloses all material facts
relating to an investment in the Trust and provides an adequate basis
to subscribers for evaluating an investment in the Units:

In connection with making the representations and warranties set forth
in this paragraph, the Additional Selling Agent shall not rely on inquiries
made by or on behalf of any other parties.

The Additional Selling Agents shall inform all prospective purchasers
of Units of all pertinent facts relating to the liquidity and marketability
of the Units as set forth in the Prospectus.

The Additional Selling Agent shall offer and sell Units in compliance
with the requirements set forth in the Registration Statement (particularly
the "Subscription Requirements" attached as Exhibit B thereto), this
Agreement and the Blue Sky Survey delivered to the Lead Selling Agent by
the Managing Owner's counsel, a copy of which has been provided to each
Additional Selling Agent. An Additional Selling Agent shall represent and
warrant that it shall comply fully at all times with all applicable federal
and state securities and commodities laws (including without limitation the
1933 Act, the

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Securities Exchange Act of 1934, as amended (the "1934 Act"), the Commodity
Exchange Act, as amended (the "CEA"), and the securities and Blue Sky laws
of the jurisdictions in which the Additional Selling Agent solicits
subscriptions, all applicable rules and regulations under such laws, and
all applicable requirements, rules, policy statements and interpretations
of the NASD, and the securities and commodities exchanges and other
governmental and self-regulatory authorities and organizations having
jurisdiction over it or the offering of Units). The Additional Selling
Agent shall under no circumstances engage in any activities hereunder in
any jurisdiction (i) in which the Managing Owner has not informed the
Additional Selling Agent that counsel's advice has been received that the
Units are qualified for sale or are exempt under the applicable securities
or Blue Sky laws thereof or (ii) in which the Additional Selling Agent may
not lawfully engage.

Each Additional Selling Agent shall further agree to comply with the
requirement under applicable federal and state securities laws to deliver
to each offeree a Prospectus and any amendments or supplements thereto
(including summary financial information, if available, after the Trust has
commenced operations). Neither the Additional Selling Agent nor any of its
employees, agents or representatives will use or distribute any marketing
material or information other than that prepared by the Trust and the
Managing Owner.

(ii) The additional services that an Additional Selling Agent will
provide on an ongoing basis to Unitholders will include but not be limited
to: (i) inquiring of the Managing Owner from time to time, at the request
of Unitholders, as to the Net Asset Value of a Unit, (ii) inquiring of the
Managing Owner from time to time at the request of the Unitholders, as to
the commodities markets and the activities of the Fund, (iii) assisting, at
the request of the Managing Owner, in the redemption of Units sold by the
Additional Selling Agent, (iv) responding to questions of Unitholders from
time to time with respect to monthly account statements, annual reports and
financial statements furnished to Unitholders, and (v) providing such other
services to the owners of Units as the Managing Owner may, from time to
time, reasonably request.

All payments for subscriptions shall be made by transfer of funds to
the escrow account of the Trust as described in the Prospectus, provided
that any such arrangements must comply in all relevant respects with SEC
Regulations 10b-9 and 15c2-4.

(g) The Wholesaler (i) acknowledges that, other than as set forth herein,
it is not authorized to act as the agent of the Lead Selling Agent in any
connection or transaction and (ii) agrees not to so act or to purport to so
act.

2. COMPENSATION

(a) In consideration for the Wholesaler performing the obligations under
this Agreement, the Lead Selling Agent shall pay the Wholesaler a selling
commission of 1% of the subscription value of the Unit(s) sold by each
Additional Selling Agent (it being understood that the Lead Selling Agent shall
pay each Additional Selling Agent's share of selling commission, ongoing
compensation or

5
<PAGE>

installment selling commissions directly to such Additional Selling Agent in
accordance with the applicable Additional Selling Agent Agreement). The selling
commission payable in respect of Units sold to any investor eligible to be
charged a Special Brokerage Fee Rate as described in the Prospectus shall be
reduced by the Wholesaler's proportionate share of the difference between the
standard brokerage fee rate and the applicable Special Brokerage Fee Rate. Such
commissions will be paid in respect of each subscription as promptly as
practicable after the initial closing or each subsequent month-end closing.

(b) The Wholesaler shall receive ongoing compensation, payable monthly by
the Lead Selling Agent, of 1% per annum (or approximately 0.0833% per month) of
the month-end Net Asset Value of the Units sold by a Registered Representative
of an Additional Selling Agent which remain outstanding for more than twelve
months (including the month as of the end of which such Unit is redeemed)
assuming (i) the continued registration of the Wholesaler (or the firm with
which the Wholesaler is associated) and the Additional Selling Agent with the
Commodity Futures Trading Commission (the "CFTC") as futures commission
merchants or introducing brokers and continued membership with the National
Futures Association ("NFA") in such capacity and (i) the Wholesaler's and the
Registered Representative's compliance with the additional requirements
described in subsection 1(f)(ii), registration with the CFTC and compliance with
all applicable proficiency requirements (including those imposed by the NASD as
a condition of receiving "trailing commissions") by either passing the Series 3
National Commodity Futures Exam or the Series 31 exam or being "grandfathered"
from having to do so. Such ongoing compensation shall begin to accrue with
respect to each Unit only after the end of the twelfth full month after the sale
of such Unit. Ongoing compensation payable in respect of Units sold to any
investor eligible to be charged a Special Brokerage Fee Rate as described in the
Prospectus shall be reduced by the wholesaler's proportionate share of the
difference between the standard brokerage fee rate and the applicable Special
Brokerage Fee Rate. For purposes of determining when ongoing compensation
should begin to accrue, Units sold during the Initial Offering Period (as
defined in the Prospectus) shall not be deemed to be sold until the initial
closing time and Units sold during the Ongoing Offering Period (as defined in
the Prospectus) shall not be deemed to be sold until the day Units are issued,
and in either case not the day when subscriptions are accepted by the Managing
Owner or subscriptions funds are deposited in escrow.

Furthermore, the Lead Selling Agent shall not compensate the Wholesaler
unless the Wholesaler is legally qualified and permitted to receive such
compensation. Also, such ongoing compensation may be paid by the Lead Selling
Agent to the Wholesaler only in respect of outstanding Units sold by an
Additional Selling Agent or any of its Registered Representatives to Unitholders
and only so long as the additional services described in Section 1(f)(ii) above
are provided by the Wholesaler and such person to Unitholders. With respect to
particular Units, substitute Registered Representatives who are appropriately
registered and who agree in writing to perform the services described in
Section 1(f)(ii) above with respect to such Units ("Substitute Registered
Representatives") may also receive ongoing compensation with respect to such
Units.

If the Wholesaler is not qualified to receive ongoing compensation as set
forth above, the Lead Selling Agent will pay the Wholesaler installment selling
commissions at the same rate as in the case of ongoing compensation, but the sum
of such installment selling commissions and the initial

6
<PAGE>

selling commission paid to the Wholesaler and each Additional Selling Agent is
limited in amount, pursuant to applicable NASD policy, to 9.0% of the initial
subscription price of the Units sold by each Registered Representative of such
Additional Selling Agent; provided, that no such installment selling commissions
shall be payable until the Managing Owner and the Lead Selling Agent determine
that the payment of such installment selling commission is in compliance with
Rule 2810 of the NASD (formerly Appendix F of the NASD's Rules of Fair Practice)
on aggregate compensation which may be received by the Selling Agents. In
respect of Units sold by its Registered Representatives who are eligible to
receive ongoing compensation, each Additional Selling Agent shall receive the
amount of ongoing compensation that is not paid to the Wholesaler because the
Wholesaler is not eligible to receive ongoing compensation but that would have
been due on such Units to the Wholesaler in the absence of such ineligibility.

The Wholesaler, although otherwise entitled to ongoing compensation, will
not be entitled to receipt thereof with respect to particular Units (but may
continue to receive installment selling commissions) for any month during any
portion of which the Registered Representative of an Additional Selling Agent
who is receiving such ongoing compensation is at any time not properly
registered with the CFTC or does not agree to provide the ongoing services
described above.

Ongoing compensation which cannot be paid because an Additional Selling
Agent or its Correspondent (or a Registered Representative of either) has not
met the eligibility requirements shall be retained by the Lead Selling Agent.

The Wholesaler shall not, directly or indirectly, pay or award any finder's
fees, commissions or other compensation to any person engaged by a potential
investor for investment advice as an inducement to such advisor to advise the
purchase of Units; provided, however, the normal sales commissions payable to a
registered broker-dealer or other properly licensed person for selling Units
shall not be prohibited hereby.

(c) Notwithstanding any other provision of this Agreement to the contrary,
the Managing Owner shall have sole discretion to accept or reject any
subscription for the Units in whole or in part.

(d) The Lead Selling Agent agrees to make all payments to the Wholesaler
pursuant to this Section 2 within 15 days following the end of a monthly period
in which compensation is earned. Notwithstanding anything above to the
contrary, the Lead Selling Agent shall be liable to make ongoing compensation
payments to the Wholesaler only after the Lead Selling Agent, in its capacity of
futures broker for the Trust, has actually received its brokerage fee from the
Trust.

3. REPRESENTATIONS AND WARRANTIES OF THE LEAD SELLING AGENT

The Lead Selling Agent hereby represents and warrants as follows:

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<PAGE>

4. REPRESENTATIONS AND WARRANTIES OF THE WHOLESALER

The Wholesaler hereby represents and warrants as follows:

(a) The Wholesaler is a ____________ duly organized, validly existing, and
in good standing under the laws of the state of its incorporation and has power
and authority to enter into and carry out its obligations under this Agreement.

(b) The Wholesaler has all governmental and regulatory registrations,
qualifications, approvals and licenses required to perform its obligations under
this Agreement; the performance by the Wholesaler of its obligations under this
Agreement will not violate or result in a breach of any provision of its
certificate of incorporation or by-laws or any agreement, order, law, or
regulation binding upon it.

(c) This Agreement has been duly and validly authorized, executed, and
delivered on behalf of the Wholesaler and is a valid and binding agreement of
the Wholesaler enforceable against the Wholesaler in accordance with its terms,
subject only to bankruptcy, insolvency, reorganization, moratorium or similar
laws at the time in effect affecting the enforceability generally of rights of
creditors except as enforceability of the indemnification provisions contained
in this Agreement may be limited by applicable law and the enforcement of
specific terms or remedies may be unavailable.

(d) Neither the Wholesaler nor any of its principals have been the subject
of any administrative, civil, or criminal actions within the five years
preceding the date hereof that would be material for an investor's decision to
purchase the Units which are not disclosed to the Trust, the Managing Owner or
the Lead Selling Agent.

(e) The information, if any, relating to the Wholesaler which it has
furnished to the Trust and the Managing Owner for use in the Registration
Statement is correct.

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<PAGE>

5. AUTHORIZATION UNDER THE SELLING AGREEMENT

The Wholesaler agrees to be bound by any action taken by the Lead Selling
Agent or the Managing Owner, in accordance with the provisions of the Selling
Agreement, to terminate the Selling Agreement or the offering of the Units, to
consent to changes in the Selling Agreement or to approve of or object to
further amendments to the Registration Statement or amendments or supplements to
the Prospectus, if, in the judgment of the Lead Selling Agent or the Managing
Owner, such action would be advisable. The Lead Selling Agent agrees that, at
the Wholesaler's reasonable request, the Lead Selling Agent will require any
documents required to be delivered to or by the Lead Selling Agent pursuant to
Section 8 of the Selling Agreement to be addressed and delivered to the
Wholesaler.

6. COVENANTS OF THE LEAD SELLING AGENT

(a) The Lead Selling Agent will notify the Wholesaler immediately
(i) when any amendment to the Registration Statement shall have become effective
and (ii) of the issuance by the SEC, CFTC or any other Federal or state
regulatory body of any order suspending the effectiveness of the Registration
Statement under the 1933 Act, the CFTC registration or NFA membership of the
Managing Owner as a commodity pool operator, the CFTC registration or NFA
membership of the Lead Selling Agent as a futures commission merchant, or the
registration of Units under the Blue Sky or securities laws of any state or
other jurisdiction or any order or decree enjoining the offering or the use of
the then current Prospectus or of the institution, or notice of the intended
institution, of any action or proceeding for that purpose.

(b) The Lead Selling Agent will cause the Managing Owner to deliver to
the Wholesaler as promptly as practicable from time to time during the period
when the Prospectus is required to be delivered under the 1933 Act, such number
of copies of the Prospectus (as amended or supplemented) as the Wholesaler may
reasonably request for the purposes contemplated by the 1933 Act or the SEC
Regulations.

(c) The Lead Selling Agent will cause the Managing Owner to furnish to
the Wholesaler a reasonable number of copies of any amendment or amendments of,
or supplement or supplements to, the Prospectus which will amend or supplement
the Prospectus.

7. INDEMNIFICATION

(a) The Lead Selling Agent shall indemnify, hold harmless, and defend
the Wholesaler and any person who controls the Wholesaler within the meaning of
Section 15 of the 1933 Act, to the same extent, and subject to the same
conditions and procedural requirements, that the Managing Owner agrees to
indemnify the Lead Selling Agent pursuant to Section 9 of the Selling Agreement;
provided that in no case shall the Lead Selling Agent be liable under this
indemnity to the Wholesaler if the loss, liability, claim, damages or expense of
the Wholesaler arises out of any untrue statement or alleged untrue statement of
a material fact contained in the Registration Statement or the Prospectus (or
any amendment or supplement thereto) or any omission or alleged omission
therefrom of a material fact required to be stated therein or necessary in order
to make the statements therein

9
<PAGE>

not misleading made in reliance upon and in conformity with information relating
to the Wholesaler and furnished or approved by the Wholesaler. The Wholesaler
agrees that in no event shall JWH be liable to it directly for any loss,
liability, claim, damage or expense whatsoever suffered by the Wholesaler in
connection with the offering of Units or this Agreement.

(b) The Wholesaler shall indemnify, hold harmless, and defend the Trust,
the Managing Owner, the Lead Selling Agent, JWH and any person who controls any
of the foregoing within the meaning of Section 15 of the 1933 Act against any
and all loss, liability, claim, damage and expense whatsoever incurred by any
such party arising from any material breach by the Wholesaler of its
representations, warranties, obligations and undertakings set forth in this
Agreement. The Trust, the Managing Owner and JWH are expressly made third party
beneficiaries of this Agreement.

8. TERMINATION

(a) This Agreement shall terminate on the earlier of (i) such date as
the Lead Selling Agent may determine by giving 30 days' prior written notice to
the Wholesaler, (ii) the termination of the Selling Agreement or the offering of
the Units or (iii) by the Lead Selling Agent, without notice, upon breach by the
Wholesaler of, or non-compliance by the Wholesaler with, any material term of
this Agreement.

(b) The termination of this Agreement for any reason set forth in
Sections 8(a)(i) or 8(a)(ii) shall not affect (i) the ongoing obligations of the
Lead Selling Agent to pay selling commissions, ongoing compensation or
installment selling commissions accrued prior to the termination hereof, (ii)
the Wholesaler's obligations under Section 1(f)(ii) hereof or (iii) the
indemnification obligations under Section 7 hereof. In the event this Agreement
is terminated pursuant to Section 8(a)(iii), the Lead Selling Agent may withhold
accrued but unpaid selling commissions and ongoing compensation or installment
selling commissions due the Wholesaler until the Lead Selling Agent has been put
in the same financial position as it would have been in absent such breach or
non-compliance.

9. CONFIDENTIALITY

(a) The Lead Selling Agent hereby covenants and agrees that under no
circumstances will it solicit any of the Wholesaler's prospective Additional
Selling Agent whose names become known to the Lead Selling Agent in connection
with the offering of the Units, it being understood that the Lead Selling Agent
may solicit, or instruct other wholesalers to solicit, any of Wholesaler's
prospective Additional Selling Agents who has not signed an Additional Selling
Agent Agreement with the Lead Selling Agent prior to the earlier of (i)
termination of this Agreement or (ii) 120 days after the Wholesaler has provided
the name of such prospective Additional Selling Agent to the Lead Selling
Agent. The Lead Selling Agent agrees that it will take such steps to ensure
the confidentiality of the Wholesaler's client list as the Wholesaler may
reasonably request.

(b) The Wholesaler hereby covenants and agrees that under no
circumstances will it solicit any customer of the Lead Selling Agent, any other
Wholesaler or any Additional Selling Agent for the Trust whose name becomes
known to the Wholesaler in connection with the offering of the Units.

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The Wholesaler agrees that it will take such steps to ensure the confidentiality
of the Lead Selling Agent's, any other Wholesaler's or any Additional Selling
Agent's client list as the owner of such list may reasonably request. The
Wholesaler further covenants and agrees not to solicit any selling agent which
has been introduced to the Lead Selling Agent by any other Wholesaler or any
Additional Selling Agent.

10. MISCELLANEOUS

if to the Lead Selling Agent:

Cargill Investor Services, Inc.
233 South Wacker Drive, Suite 2300
Chicago, Illinois 60606

if to the Wholesaler:

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

(c) This Agreement shall be governed by, and construed in accordance
with, the law of the State of Illinois without regard to the principles of
choice of law thereof.

(d) All captions used in this Agreement are for convenience only, are
not a part hereof, and are not to be used in construing or interpreting any
aspect hereof.

(e) This Agreement may be executed in counterparts, each such
counterpart to be deemed an original, but which all together shall constitute
one and the same instrument.

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(g) The provisions of this Agreement shall survive the termination of
this Agreement with respect to any matter arising while this Agreement was in
effect.

Very truly yours,

CARGILL INVESTOR SERVICES, INC.

By:
-------------------------------
Its
----------------------------

CONFIRMED AND ACCEPTED

- --------------------------------
Wholesaler

By:
-----------------------------
Its
--------------------------

<PAGE>

JWH GLOBAL TRUST
(A DELAWARE BUSINESS TRUST)

UNITS OF BENEFICIAL INTEREST

(SUBSCRIPTION PRICE: $100 PER UNIT
DURING THE INITIAL OFFERING PERIOD; NET
ASSET VALUE PER UNIT DURING THE ONGOING OFFERING PERIOD)

CORRESPONDENT SELLING AGENT AGREEMENT

April 3, 1997

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

Dear Sirs:

CIS Investments, Inc., a Delaware corporation (the "Managing Owner"), has
caused the formation of a business trust pursuant to the Delaware Business Trust
Act (the "Delaware Act") under the name, JWH GLOBAL TRUST (the "Trust"), for the
purpose of engaging in 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. As described in the Prospectus referred to below, the
Trust will engage in speculative trading in the commodities markets under the
direction of John W. Henry & Company, Inc. ("JWH"). The Trust proposes to make
a public offering of units of beneficial interest in the Trust (the "Units")
through Cargill Investor Services, Inc. (the "Lead Selling Agent") on a
best-efforts basis pursuant to the Selling Agreement dated as of April 3, 1997,
as amended, among the Lead Selling Agent, the Trust and others (the "Selling
Agreement"), a copy of which has been furnished to you. In connection with the
proposed public offering, the Trust has filed with the United States Securities
and Exchange Commission (the "SEC"), pursuant to the United States Securities
Act of 1933, as amended (the "1933 Act"), a registration statement on Form S-1
to register the Units, and as part thereof a prospectus (Registration No.
333-16825) (which registration statement, together with all amendments thereto,
shall be referred to herein as the "Registration Statement" and which prospectus
together with all amendments and supplements thereto in the forms filed with the
SEC pursuant to Rule 424 under the Act shall be referred to herein as the
"Prospectus"). The Lead Selling Agent has, with the consent of the Managing
Owner, selected _______________ as an Additional Selling Agent. Other selling
agents (each a

<PAGE>

"Correspondent Selling Agent") may be selected by the Additional Selling Agent,
with the consent of the Managing Owner and the Lead Selling Agent. You have
been so selected by the Additional Selling Agent. We understand that you are
willing to use your best efforts to market the Units. We confirm our agreement
with you as follows. Capitalized terms used but otherwise not defined herein
shall have the meaning ascribed to them in the Selling Agreement unless the
context indicates otherwise.

1. APPOINTMENT AND UNDERTAKINGS OF THE CORRESPONDENT SELLING AGENT

(a) Subject to the terms and conditions set forth in this Agreement, the
Selling Agreement and the Registration Statement, the Correspondent Selling
Agent is hereby appointed, and hereby accepts such appointment, as one of the
Trust's non-exclusive selling agents to offer and sell the Units on a
best-efforts basis without any commitment on the Correspondent Selling Agent's
part to purchase any Units. It is understood and agreed that the Lead Selling
Agent, with the consent of the Managing Owner, may retain other selling agents
and that the Additional Selling Agent, with the consent of the Lead Selling
Agent and Managing Owner in their sole discretion, may retain other
correspondent selling agents. The Correspondent Selling Agent agrees to comply
with the terms and conditions of this Agreement and any terms and conditions of
the Selling Agreement applicable to selling agents.

(b) The Correspondent Selling Agent agrees to use its reasonable efforts
to procure subscriptions for the Units as long as this Agreement and the Selling
Agreement remain in effect. The Correspondent Selling Agent agrees to make the
offering of Units at the offering price and minimum amounts and on the other
terms and conditions set forth in the Prospectus and the Selling Agreement.

(c) The Correspondent Selling Agent shall offer and sell Units only to
persons and entities who satisfy the suitability and/or investment requirements
set forth in the Prospectus and the subscription agreements attached thereto and
who, to the Managing Owner's satisfaction, complete the subscription agreements
and related subscription documents used in connection with the offering of the
Units (the "Subscription Documents") and remit good funds for the full
subscription price. The Correspondent Selling Agent shall conduct a thorough
review of the suitability of each subscriber for Units that it solicits and of
the Subscription Documents. The Correspondent Selling Agent shall not forward
to the Additional Selling Agent any Subscription Documents that are not in
conformity with the requirements specified in the Prospectus and in the
Subscription Documents appropriate for the particular subscriber, or that is
illegible in any respect or is not fully completed, dated, or signed, or that
represents the subscription of a person or entity not satisfying the suitability
and/or investment requirements applicable to such person or entity. The
Correspondent Selling Agent shall not execute any transactions in Units in a
discretionary account over which it has control without prior written approval
of the customer in whose name such discretionary account is maintained.

The Correspondent Selling Agent agrees not to recommend the purchase of
Units to any subscriber unless the Correspondent Selling Agent shall have
reasonable grounds to believe, on

2
<PAGE>

the basis of information obtained from the subscriber concerning, among other
things, the subscriber's investment objectives, other investments, financial
situation and needs, that the subscriber is or will be in a financial position
appropriate to enable the subscriber to realize to a significant extent the
benefits of the Trust, including the tax benefits (if any) described in the
Prospectus; the subscriber has a fair market net worth sufficient to sustain the
risks inherent in participating in the Trust, including loss of investment and
lack of liquidity; and the Units are otherwise a suitable investment for the
subscriber. In addition to submitting such information to the Managing Owner,
the Correspondent Selling Agent agrees to maintain files of information
disclosing the basis upon which the Correspondent Selling Agent determined that
the suitability requirements of Section (b)(2) of Rule 2810 of the National
Association of Securities Dealers, Inc. ("NASD") were met as to each subscriber
(the basis for determining suitability may include the Subscription Documents
and other certificates submitted by subscribers). In connection with making the
foregoing representations and warranties, the Correspondent Selling Agent
further represents and warrants that it has received copies of the Registration
Statement, as amended to the date hereof, and the Prospectus and has, among
other things, examined the following sections in the Prospectus and obtained
such additional information from the Managing Owner regarding the information
set forth thereunder as the Correspondent Selling Agent has deemed necessary or
appropriate to determine whether the Prospectus adequately and accurately
discloses all material facts relating to an investment in the Trust and provides
an adequate basis to subscribers for evaluating an investment in the Units:

In connection with making the representations and warranties set forth in
this paragraph, the Correspondent Selling Agent has not relied on inquiries made
by or on behalf of any other parties.

The Correspondent Selling Agent agrees to inform all prospective purchasers
of Units of all pertinent facts relating to the liquidity and marketability of
the Units as set forth in the Prospectus.

The Correspondent Selling Agent shall offer and sell Units in compliance
with the requirements set forth in the Registration Statement and Prospectus
(particularly the "Subscription Requirements" attached as Exhibit B thereto),
this Agreement and the Blue Sky Survey delivered

3
<PAGE>

to the Lead Selling Agent by the Managing Owner's counsel, a copy of which has
been provided to the Correspondent Selling Agent. The Correspondent Selling
Agent represents and warrants that it shall comply fully at all times with all
applicable federal and state securities and commodities laws (including without
limitation the 1933 Act, the Securities Exchange Act of 1934, as amended (the
"1934 Act"), the Commodity Exchange Act, as amended (the "CEA"), and the
securities and Blue Sky laws of the jurisdictions in which the Correspondent
Selling Agent solicits subscriptions, all applicable rules and regulations under
such laws, and all applicable requirements, rules, policy statements and
interpretations of the NASD, and the securities and commodities exchanges and
other governmental and self-regulatory authorities and organizations having
jurisdiction over it or the offering of Units). The Correspondent Selling Agent
shall under no circumstances engage in any activities hereunder in any
jurisdiction (i) in which the Managing Owner has not informed the Correspondent
Selling Agent that counsel's advice has been received that the Units are
qualified for sale or are exempt under the applicable securities or Blue Sky
laws thereof or (ii) in which the Correspondent Selling Agent may not lawfully
engage.

The Correspondent Selling Agent further agrees to comply with the
requirement under applicable federal and state securities laws to deliver to
each offeree a Prospectus and any amendments or supplements thereto (including
summary financial information, if available, after the Trust has commenced
operations). Neither the Correspondent Selling Agent nor any of its employees,
agents or representatives will use or distribute any marketing material or
information other than that prepared by the Trust and the Managing Owner.

(d) The additional services that the Correspondent Selling Agent will
provide on an ongoing basis to Unitholders will include but not be limited to:
(i) inquiring of the Managing Owner (through the Additional Selling Agent) from
time to time, at the request of Unitholders, as to the Net Asset Value of a
Unit, (ii) inquiring of the Managing Owner (through the Additional Selling
Agent) from time to time at the request of the Unitholders, as to the
commodities markets and the activities of the Fund, (iii) assisting, at the
request of the Managing Owner (through the Additional Selling Agent), in the
redemption of Units sold by the Correspondent Selling Agent, (iv) responding to
questions of Unitholders from time to time with respect to monthly account
statements, annual reports and financial statements furnished to Unitholders,
and (v) providing such other services to the owners of Units as the Managing
Owner may, from time to time, reasonably request.

(e) The Correspondent Selling Agent (i) acknowledges that, other than as
set forth herein, it is not authorized to act as the agent of the Lead Selling
Agent or the Additional Selling Agent in any connection or transaction and (ii)
agrees not to so act or to purport to so act.

2. COMPENSATION

4
<PAGE>

(a) The Lead Selling Agent agrees to pay to the Additional Selling Agent a
selling commission of 4% of the subscription value of the Unit(s) sold by the
Correspondent Selling Agent. Such commissions will be paid in respect of each
subscription as promptly as practicable after the initial closing or each
subsequent month-end closing. The Additional Selling Agent agrees that it will
pass on promptly to the Correspondent Selling Agent 3% of the 4% initial selling
commission received by the Additional Selling Agent from the Lead Selling Agent.
The selling commission payable in respect of Units sold to any investor eligible
to be charged a Special Brokerage Fee Rate as described in the Registration
Statement and Prospectus shall be reduced by the difference between the standard
brokerage fee rate and the applicable Special Brokerage Fee Rate and the
Additional Selling Agent's and Correspondent Selling Agent's respective shares
of the selling commission on such Units accordingly shall be reduced.

(b) The Additional Selling Agent shall receive ongoing compensation,
payable monthly by the Lead Selling Agent, of 1/12 of 4% per month
(approximately 4% per annum) of the month-end Net Asset Value of the Units sold
by a Registered Representative of the Correspondent Selling Agent which remain
outstanding for more than twelve months (including the month as of the end of
which such Unit is redeemed) assuming (i) the Additional Selling Agent's and
Correspondent Selling Agent's continued registration with the Commodity Futures
Trading Commission (the "CFTC") as a futures commission merchant or introducing
broker and continued membership with the National Futures Association ("NFA") in
such capacity and (i) the Registered Representative's compliance with the
additional requirements described in subsection 1(d), registration with the CFTC
and compliance with all applicable proficiency requirements (including those
imposed by the NASD as a condition of receiving "trailing commissions") by
either passing the Series 3 National Commodity Futures Exam or the Series 31
exam or being "grandfathered" from having to do so. The Additional Selling
Agent agrees that it will pass on promptly to the Correspondent Selling Agent 3%
of the 4% per annum ongoing compensation received by the Additional Selling
Agent from the Lead Selling Agent. Such ongoing compensation shall begin to
accrue with respect to each Unit only after the end of the twelfth full month
after the sale of such Unit. Ongoing compensation payable in respect of Units
sold to any investor eligible to be charged a Special Brokerage Fee Rate as
described in the Registration Statement and Prospectus shall be reduced by the
difference between the standard brokerage fee rate and the applicable Special
Brokerage Fee Rate and the Additional Selling Agent's and Correspondent Selling
Agent's respective shares of ongoing compensation on such Units accordingly
shall be reduced. In the event the Additional Selling Agent is not eligible to
receive ongoing compensation, the Correspondent Selling Agent may receive the
amount that would have been due to the Additional Selling Agent in the absence
of ineligibility provided that the Correspondent Selling Agent shall have
entered into an Additional Selling Agreement with the Lead Selling Agent on
terms reasonably satisfactory to the Additional Selling Agent. For purposes of
determining when ongoing compensation should begin to accrue, Units sold during
the Initial Offering Period (as defined in the Registration Statement and
Prospectus) shall not be deemed to be sold until the initial closing time and
Units sold during the Ongoing Offering Period (as defined in the Registration
Statement and Prospectus) shall not be deemed to be sold until the day Units are
issued, and in either case not the day when subscriptions are accepted by the
Managing Owner or subscriptions funds are deposited in escrow.

5
<PAGE>

Furthermore, the Additional Selling Agent shall not compensate the
Correspondent Selling Agent, and the Correspondent Selling Agent shall not
compensate its employees or other persons, unless the recipient thereof is
legally qualified and permitted to receive such compensation. Also, such
ongoing compensation may be paid by the Additional Selling Agent to the
Correspondent Selling Agent and by the Correspondent Selling Agent to its
employees or other persons, only in respect of outstanding Units sold by such
persons to Unitholders and only so long as the additional services described in
Section 1(d) above are provided by such person to Unitholders. With respect to
particular Units, substitute Registered Representatives who are appropriately
registered and who agree to perform the services described in Section 1(d) above
with respect to such Units ("Substitute Registered Representatives") may also
receive ongoing compensation with respect to such Units.

In case of Units with respect to which there is no Registered
Representatives who is qualified to receive ongoing compensation as set forth
above, the Additional Selling Agent will pay each such Registered Representative
installment selling commissions at the same rate as in the case of ongoing
compensation, but the sum of such installment selling commissions and the
initial selling commission paid to the Additional Selling Agent and the
Correspondent is limited in amount, pursuant to applicable NASD policy, to 9.0%
of the initial subscription price of the Units sold by such Registered
Representative; provided, that no such installment selling commissions shall be
payable until the Managing Owner and the Lead Selling Agent determine that the
payment of such installment selling commission is in compliance with Rule 2810
of the NASD (formerly Appendix F of NASD's Rules of Fair Practice) on aggregate
compensation which may be received by the selling agents.

The Correspondent Selling Agent agrees that it will promptly pass on to its
Registered Representatives the applicable portions of the selling commission and
ongoing compensation or installment selling commissions received from the
Additional Selling Agent to which such Registered Representatives are entitled
pursuant to the Correspondent Selling Agent's standard compensation procedures.

The Correspondent Selling Agent, although otherwise entitled to ongoing
compensation, will not be entitled to receipt thereof with respect to particular
Units (but may continue to receive installment selling commissions) for any
month during any portion of which the Registered Representative who is receiving
such ongoing compensation is at any time not properly registered with the CFTC
or does not agree to provide the ongoing services described above. However, the
Lead Selling Agent agrees that Substitute Registered Representatives may receive
such ongoing compensation.

Ongoing compensation which cannot be paid because the Correspondent Selling
Agent or its Registered Representative has not met the eligibility requirements
shall be retained by the Lead Selling Agent.

The Correspondent Selling Agent shall not, directly or indirectly, pay or
award any finder's fees, commissions or other compensation to any person engaged
by a potential investor for investment advice as an inducement to such advisor
to advise the purchase of Units; provided,

6
<PAGE>

however, the normal sales commissions payable to a registered broker-dealer or
other properly licensed person for selling Units shall not be prohibited hereby.

(c) Notwithstanding any other provision of this Agreement to the contrary,
the Managing Owner shall have sole discretion to accept or reject any
subscription for the Units in whole or in part.

(d) The Additional Selling Agent agrees to make all payments to the
Correspondent Selling Agent pursuant to this Section 2 within 15 days following
the receipt of payment of selling commission, ongoing compensation and
installment selling commissions from the Lead Selling Agent.

3. REPRESENTATIONS AND WARRANTIES OF THE LEAD SELLING AGENT The Lead
Selling Agent hereby represents and warrants as follows:

4. REPRESENTATIONS AND WARRANTIES OF THE ADDITIONAL SELLING AGENT The
Additional Selling Agent hereby represents and warrants as follows:

(a) The Additional Selling Agent is a ______________ duly organized,
validly existing, and in good standing under the laws of its state of
organization and has power and authority to enter into and carry out its
obligations under this Agreement.

7
<PAGE>

(b) The Additional Selling Agent has all governmental and regulatory
registrations, qualifications, approvals and licenses required to perform its
obligations under this Agreement (including, but not limited to, registration as
a broker-dealer with the SEC, membership in such capacity in the NASD, and
registration or qualification under the laws of each state in which Additional
Selling Agent will offer and sell Units); the performance by the Additional
Selling Agent of its obligations under this Agreement will not violate or result
in a breach of any provision of its certificate of incorporation or by-laws or
any agreement, order, law, or regulation binding upon it.

5. REPRESENTATIONS AND WARRANTIES OF THE CORRESPONDENT SELLING AGENT The
Correspondent Selling Agent hereby represents and warrants as follows:

(a) The Correspondent Selling Agent is a __________ duly organized,
validly existing, and in good standing under the laws of the state of its
organization and has power and authority to enter into and carry out its
obligations under this Agreement.

(b) The Correspondent Selling Agent has all governmental and regulatory
registrations, qualifications, approvals and licenses required to perform its
obligations under this Agreement (including, but not limited to, registration as
a broker-dealer with the SEC, membership in such capacity in the NASD,
registration as a futures commission merchant or introducing broker under the
CEA and membership with NFA, and registration or qualification under the laws of
each state in which Correspondent Selling Agent will offer and sell Units); the
performance by the Correspondent Selling Agent of its obligations under this
Agreement will not violate or result in a breach of any provision of its
certificate of incorporation or by-laws or any agreement, order, law, or
regulation binding upon it.

(c) This Agreement has been duly and validly authorized, executed, and
delivered on behalf of the Correspondent Selling Agent and is a valid and
binding agreement of the Correspondent Selling Agent enforceable against the
Correspondent Selling Agent in accordance with its terms, subject only to
bankruptcy, insolvency, reorganization, moratorium or similar laws at the time
in effect affecting the enforceability generally of rights of creditors except
as enforceability of the indemnification provisions contained in this Agreement
may be limited by applicable law and the enforcement of specific terms or
remedies may be unavailable.

(d) Neither the Correspondent Selling Agent nor any of its principals have
been the subject of any administrative, civil, or criminal actions within the
five years preceding the date

8
<PAGE>

hereof that would be material for an investor's decision to purchase the Units
which are not disclosed to the Trust, the Managing Owner, the Lead Selling Agent
and the Additional Selling Agent.

(e) The information, if any, relating to the Correspondent Selling Agent
which the Correspondent Selling Agent has furnished to the Trust and the
Managing Owner for use in the Registration Statement is correct.

(f) In respect of purchasers of Units that are not individuals, the
Correspondent Selling Agent shall have received, prior to sale of Units to each
such purchaser, evidence that the purchaser is authorized to invest in the Units
and shall provide the Lead Selling Agent or the Additional Selling Agent with
copies of such evidence upon reasonable request of the Lead Selling Agent or the
Additional Selling Agent.

6. AUTHORIZATION UNDER THE SELLING AGREEMENT

The Correspondent Selling Agent agrees to be bound by any action taken by
the Lead Selling Agent or the Managing Owner, in accordance with the provisions
of the Selling Agreement, to terminate the Selling Agreement or the offering of
the Units, to consent to changes in the Selling Agreement or to approve of or
object to further amendments to the Registration Statement or amendments or
supplements to the Prospectus, if, in the judgment of the Lead Selling Agent or
the Managing Owner, such action would be advisable. The Lead Selling Agent
agrees that, at the Correspondent Selling Agent's reasonable request, the Lead
Selling Agent will require any documents required to be delivered to or by the
Lead Selling Agent pursuant to Section 8 of the Selling Agreement to be
addressed and delivered to the Correspondent Selling Agent.

7 COVENANTS OF THE ADDITIONAL SELLING AGENT

(a) The Additional Selling Agent will notify the Correspondent Selling
Agent immediately (i) when any amendment to the Registration Statement shall
have become effective and (ii) of the issuance by the SEC, CFTC or any other
Federal or state regulatory body of any order suspending the effectiveness of
the Registration Statement under the 1933 Act, the CFTC registration or NFA
membership of the Managing Owner as a commodity pool operator, the CFTC
registration or NFA membership of the Lead Selling Agent as a futures commission
merchant, or the registration of Units under the Blue Sky or securities laws of
any state or other jurisdiction or any order or decree enjoining the offering or
the use of the then current Prospectus or of the institution, or notice of the
intended institution, of any action or proceeding for that purpose.

(b) The Additional Selling Agent will deliver to the Correspondent Selling
Agent as promptly as practicable from time to time during the period when the
Prospectus is required to be delivered under the 1933 Act, such number of copies
of the Prospectus (as amended or supplemented) as the Correspondent Selling
Agent may reasonably request for the purposes contemplated by the 1933 Act or
the SEC Regulations.

9
<PAGE>

(c) The Additional Selling Agent will furnish to the Correspondent Selling
Agent a reasonable number of copies of any amendment or amendments of, or
supplement or supplements to, the Prospectus which will amend or supplement the
Prospectus.

8. INDEMNIFICATION

(a) The Lead Selling Agent shall indemnify, hold harmless, and defend the
Correspondent Selling Agent and any person who controls the Correspondent
Selling Agent within the meaning of Section 15 of the 1933 Act, to the same
extent, and subject to the same conditions and procedural requirements, that the
Managing Owner agrees to indemnify the Lead Selling Agent pursuant to Section 9
of the Selling Agreement; provided that in no case shall the Lead Selling Agent
be liable under this indemnity to the Correspondent Selling Agent if the loss,
liability, claim, damages or expense of the Correspondent Selling Agent arises
out of any untrue statement or alleged untrue statement of a material fact
contained in the Registration Statement or the Prospectus (or any amendment or
supplement thereto) or any omission or alleged omission therefrom of a material
fact required to be stated therein or necessary in order to make the statements
therein not misleading made in reliance upon and in conformity with information
relating to the Correspondent Selling Agent and furnished or approved by the
Correspondent Selling Agent. The Correspondent Selling Agent agrees that in no
event shall JWH be liable to it directly for any loss, liability, claim, damage
or expense whatsoever suffered by the Correspondent Selling Agent in connection
with the offering of Units or this Agreement.

(b) The Additional Selling Agent shall indemnify, hold harmless, and
defend the Correspondent Selling Agent and any person who controls the
Correspondent Selling Agent within the meaning of Section 15 of the 1933 Act
against any and all loss, liability, claim, damage and expense whatsoever
incurred by any such party arising from any material breach by the Additional
Selling Agent of its representations, warranties, obligations and undertakings
set forth in this Agreement.

(c) The Correspondent Selling Agent shall indemnify, hold harmless, and
defend the Trust, the Managing Owner, the Lead Selling Agent, JWH, the
Additional Selling Agent and any person who controls any of the foregoing within
the meaning of Section 15 of the 1933 Act against any and all loss, liability,
claim, damage and expense whatsoever incurred by any such party arising from any
material breach by the Correspondent Selling Agent of its representations,
warranties, obligations and undertakings set forth in this Agreement. The
Trust, the Managing Owner and JWH are expressly made third party beneficiaries
of this Agreement.

9. TERMINATION

(a) This Agreement shall terminate on the earlier of (i) such date as the
Lead Selling Agent may determine by giving 30 days' prior written notice to the
other parties, (ii) such date as the Additional Selling Agent may determine by
giving 30 days' prior written notice to the other parties, (iii) the termination
of the Selling Agreement or the offering of the Units or (iv) by the Lead
Selling Agent, without notice, upon breach by the Correspondent Selling Agent
of, or non-compliance by the Correspondent Selling Agent with, any material term
of this Agreement.

10
<PAGE>

(b) The Correspondent Selling Agent shall have the right to terminate its
participation under this Agreement (i) at any time upon breach by the Lead
Selling Agent of or non-compliance with, any material term of this Agreement;
and (ii) at any time upon 30 days' prior written notice of such termination to
the Lead Selling Agent and the Trust.

(c) The termination of this Agreement for any reason set forth in Sections
9(a)(i), 9(a)(ii), 9(a)(iii) or 9(b) shall not affect (i) the ongoing
obligations of the Lead Selling Agent to pay selling commissions, ongoing
compensation or installment selling commissions accrued prior to the termination
hereof, (ii) the Additional Selling Agent's obligations under Section 1(d)
hereof or (iii) the indemnification obligations under Section 8 hereof. In the
event this Agreement is terminated pursuant to Section 9(a)(iv), the Lead
Selling Agent may withhold accrued but unpaid selling commissions and ongoing
compensation or installment selling commissions due the Correspondent Selling
Agent until the Lead Selling Agent has been put in the same financial position
as it would have been in absent such breach or non-compliance.

11. CONFIDENTIALITY

(a) The Lead Selling Agent hereby covenants and agrees that under no
circumstances will it solicit any of the Correspondent Selling Agent's customers
whose names become known to the Lead Selling Agent in connection with the
offering of the Units. The Lead Selling Agent agrees that it will take such
steps to ensure the confidentiality of the Correspondent Selling Agent's client
list as the Correspondent Selling Agent may reasonably request.

(b) The Additional Selling Agent hereby covenants and agrees that under no
circumstances will it solicit any of the Correspondent Selling Agent's customers
whose names become known to the Additional Selling Agent in connection with the
offering of the Units. The Additional Selling Agent agrees that it will take
such steps to ensure the confidentiality of the Correspondent Selling Agent's
client list as the Correspondent Selling Agent may reasonably request.

(b) The Correspondent Selling Agent hereby covenants and agrees that under
no circumstances will it solicit any customer of the Lead Selling Agent or any
other selling agent for the Trust whose name becomes known to the Correspondent
Selling Agent in connection with the offering of the Units. The Correspondent
Selling Agent agrees that it will take such steps to ensure the confidentiality
of the Lead Selling Agent's or any other selling agent's client list as the
owner of such list may reasonably request. The Correspondent Selling Agent
further covenants and agrees not to solicit any selling agent which has been
introduced to the Lead Selling Agent by any wholesaler or any other selling
agent.

12. MISCELLANEOUS

11
<PAGE>

if to the Lead Selling Agent:

Cargill Investor Services, Inc.
233 South Wacker Drive, Suite 2300
Chicago, Illinois 60606

if to the Additional Selling Agent:

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

if to the Correspondent Selling Agent:

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

(c) This Agreement shall be governed by, and construed in accordance with,
the law of the State of Illinois without regard to the principles of choice of
law thereof.

(d) All captions used in this Agreement are for convenience only, are not
a part hereof, and are not to be used in construing or interpreting any aspect
hereof.

(e) This Agreement may be executed in counterparts, each such counterpart
to be deemed an original, but which all together shall constitute one and the
same instrument.

(g) The provisions of this Agreement shall survive the termination of this
Agreement with respect to any matter arising while this Agreement was in effect.

<PAGE>

If the foregoing is in accordance with your understanding of our agreement,
please sign and return a counterpart hereof to the Lead Selling Agent, whereupon
this instrument along with all counterparts will become a binding agreement
among them in accordance with its terms.

Very truly yours,

CARGILL INVESTOR SERVICES, INC.

By:
-------------------------------
Its
------------------------------

------------------------------------
Additional Selling Agent

By:
--------------------------------
Its
-----------------------------

CONFIRMED AND ACCEPTED

- ---------------------------------
Correspondent Selling Agent

By:
------------------------------
Its
---------------------------

<PAGE>

Exhibit 5.01(a)
SIDLEY & AUSTIN
A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS

[LETTERHEAD]

August 19, 1997

CIS Investments, Inc.
Managing Owner of
JWH Global Portfolio Trust
233 South Wacker Drive
Chicago, Illinois 60606

Dear Madam or Sir:

We refer to the Registration Statement on Form S-1, filed by JWH
Global Trust, a Delaware business trust (the "Trust"), with the Securities and
Exchange Commission under the Securities Act of 1933, as amended (the "Act"), on
or about August 19, 1997 (the "Registration Statement"), relating to the
registration under the Act of $75,000,000 of Units of Beneficial Interest in the
Trust ("Units").

We are familiar with the proceedings to date with respect to the
proposed issuance and sale of the Units and have examined such records,
documents and questions of law, and satisfied ourselves as to such matters of
fact, as we have considered relevant and necessary as a basis for this opinion.

For purposes of rendering this opinion, we have assumed the
genuineness of all signatures, the legal capacity of natural persons, the
authenticity of all documents submitted to us as originals, the conformity to
originals of all documents submitted to us as certified or photostatic copies,
and the authenticity of the originals of such copies.

Based upon the foregoing, we are of the opinion that:

1. CIS Investments, Inc. (the "Managing Owner") is duly organized,
validly existing and in good standing as a corporation under the laws of the
State of Delaware and is in good standing and qualified to do business in each
other jurisdiction in which the failure to so qualify might reasonably be
expected to result in material adverse consequences to the Trust.

<PAGE>

SIDLEY & AUSTIN CHICAGO

CIS Investments, Inc.
August 19, 1997
Page 2

2. The Managing Owner has taken all corporate action required to be
taken by it to authorize the issue and sale of Units to the Unitholders and to
authorize the admission to the Trust of the Unitholders as beneficial owners of
the Trust.

We do not find it necessary for the purposes of this opinion to cover,
and accordingly we express no opinion as to, the application of the securities
or blue sky laws of the various states (including the state of Delaware) to the
sale of the Units.

This opinion is limited to the laws of the United States, the States
of California, Delaware (general corporate law only), Illinois, New York, Texas
and the District of Columbia.

This opinion speaks as of the date hereof, and we assume no obligation
to update this opinion as of any future date. We hereby consent to the filing
of this opinion as an Exhibit to the Registration Statement and to all
references to our firm included in or made a part of the Registration Statement.
This opinion shall not be used by any other person for any purpose without our
written consent.

Very truly yours,

SIDLEY & AUSTIN

<PAGE>

Exhibit 5.01(b)

[Letterhead of Richards, Layton & Finger]

August 19, 1997

CIS Investments, Inc.,
Managing Owner of JWH Global Trust
233 South Wacker Drive
Chicago, IL 60606

Re: JWH GLOBAL TRUST
----------------
Ladies and Gentlemen:

We have acted as special Delaware counsel for JWH Global Trust, a
Delaware business trust (the "Trust"), in connection with the matters set
forth herein. At your request, this opinion is being furnished to you.

For purposes of giving the opinions hereinafter set forth, our
examination of documents has been limited to the examination of executed or
conformed counterparts, or copies otherwise proved to our satisfaction, of
the following:

(a) The Certificate of Trust of the Trust (which was originally
named "JWH Global Portfolio Trust"), dated as of November 12, 1996, as filed
in the office of the Secretary of State of the State of Delaware (the
"Secretary of State") on November 12, 1996;

(b) The Declaration and Agreement of Trust of the Trust, dated as of
November 12, 1996;

<PAGE>

CIS Investments, Inc.,
Managing Owner of JWH Global Trust
August 19, 1997
Page 2

(c) The Certificate of Amendment of Certificate of Trust of the Trust
(whose name was changed thereby to "JWH Global Trust"), dated January 29, 1997
(the "Certificate"), as filed in the office of the Secretary of State on January
29, 1997;

(d) The Amended and Restated Declaration and Agreement of Trust of the
Trust, dated as of January 29, 1997;

(e) A registration statement (the "Registration Statement") on Form
S-1, including a related preliminary prospectus (the "Prospectus"), to be
filed by the Trust with the Securities and Exchange Commission on or about
August 19, 1997;

(f) The Second Amended and Restated Declaration and Agreement of
Trust of the Trust, dated as of May 30, 1997;

(g) A form of Subscription Agreement and Power of Attorney,
including a Subscription Agreement and Power of Attorney Signature Page of
the Trust (the "Subscription Agreement"), attached to the Prospectus as
Exhibit C;

(h) A form of the Third Amended and Restated Declaration and
Agreement of Trust of the Trust (the "Agreement"), attached to the Prospectus
as Exhibit A; and

(i) A Certificate of Good Standing for the Trust, dated August 19,
1997, obtained from the Secretary of State.

Initially capitalized terms used herein and not otherwise defined are
used as defined in the Agreement.

For purposes of this opinion, we have not reviewed any documents
other than the documents listed above, and we have assumed that there exists
no provision in any document not listed above that bears upon or is
inconsistent with the opinions stated herein. We have conducted no
independent factual investigation of our own, but rather have relied solely
upon the foregoing documents, the statements and information set forth
therein and the additional matters recited or assumed herein, all of which we
have assumed to be true, complete and accurate in all material respects.

With respect to all documents examined by us, we have assumed that
(i) all signatures on documents examined by us are genuine, (ii) all
documents submitted to

<PAGE>

CIS Investments, Inc.,
Managing Owner of JWH Global Trust
August 19, 1997
Page 3

us as originals are authentic, and (iii) all documents submitted to us as
copies conform with the original copies of those documents.

For purposes of this opinion, we have assumed (i) the due
authorization, execution and delivery by all parties thereto of all documents
examined by us, including, without limitation, the Agreement by each
beneficial owner of the Trust and the Trustee, the Certificate by the Trustee
and the Subscription Agreement by each Unitholder (as defined below), (ii)
that after the issuance and sale of beneficial interests of the Trust (the
"Units") under the Registration Statement and the Agreement, the dollar
amount of the Units issued by the Trust will equal or exceed the minimum, and
the dollar amount of the Units issued and reserved for issuance by the Trust
will not exceed the maximum, dollar amount of the Units which may be issued
by the Trust under the Registration Statement and the Agreement, (iii) that
the Agreement constitutes the entire agreement among the parties thereto with
respect to the subject matter thereof, including with respect to the
admission of beneficial owners to, and the creation, operation and
termination of, the Trust, and that the Agreement and the Certificate are in
full force and effect, have not been amended and no amendment of the
Agreement or the Certificate is pending or has been proposed, (iv) except for
the due creation and valid existence in good standing of the Trust as a
business trust under the Delaware Business Trust Act (12 DEL.C. 3801, ET
SEQ.) (the "Act"), the due creation, organization or formation, as the case
may be, and valid existence in good standing of each party to the documents
examined by us under the laws of the jurisdiction governing its creation,
organization or formation, and (v) the capacity of natural persons who are
parties to the documents examined by us. Insofar as the opinions expressed
herein relate to the Units and persons and entities to be admitted to the
Trust as beneficial owners of the Trust in connection with the Registration
Statement (the "Unitholders"), the opinions expressed herein relate solely to
the Unitholders and the Units to be issued in connection with the
Registration Statement. We have not participated in the preparation of the
Registration Statement and assume no responsibility for its contents.

This opinion is limited to the laws of the State of Delaware
(excluding the securities laws of the State of Delaware), and we have not
considered and express no opinion on the laws of any other jurisdiction,
including federal laws and rules and regulations relating thereto. Our
opinions are rendered only with respect to Delaware laws and rules,
regulations and orders thereunder which are currently in effect.

Based upon the foregoing, and upon our examination of such questions
of law and statutes of the State of Delaware as we have considered necessary
or

<PAGE>

CIS Investments, Inc.,
Managing Owner of JWH Global Trust
August 19, 1997
Page 4

appropriate, and subject to the assumptions, qualifications, limitations and
exceptions set forth herein, we are of the opinion that:

1. The Trust has been duly created and is validly existing in good
standing as a business trust under the Act.

2. Assuming (i) that the Managing Owner has taken all corporate
action required to be taken by it to authorize the issuance and sale of Units
to the Unitholders and to authorize the admission to the Trust of the
Unitholders as beneficial owners of the Trust, (ii) the due authorization,
execution and delivery to the Managing Owner of a Subscription Agreement by
each Unitholder, (iii) the due acceptance by the Managing Owner of each
Subscription Agreement and the due acceptance by the Managing Owner of the
admission of the Unitholders as beneficial owners of the Trust to the Trust,
(iv) the payment by each Unitholder to the Trust of the full consideration
due from it for the Units subscribed to by it, (v) the due authorization,
execution and delivery by all parties thereto, including the Unitholders as
beneficial owners of the Trust, of the Agreement, (vi) that the books and
records of the Trust set forth all information required by the Agreement and
the Act, including all information with respect to all persons and entities
to be admitted as Unitholders and their contributions to the Trust, and (vii)
that the Units are offered and sold as described in the Registration
Statement and the Agreement, the Units to be issued to the Unitholders will
be validly issued and, subject to the qualifications set forth herein, will
be fully paid and nonassessable beneficial interests in the Trust, as to
which the Unitholders, as beneficial owners of the Trust, will be entitled to
the same limitation of personal liability extended to stockholders of private
corporations for profit under the General Corporation Law of the State of
Delaware, subject to the obligation of a Unitholder to make contributions
required to be made by it to the Trust, to make other payments provided for
in the Agreement and the Subscription Agreement and to repay any funds
wrongfully distributed to it from the Trust.

We understand that you will file this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement to be filed by
you under the Securities Act of 1933, as amended. In connection with the
foregoing, we hereby consent to the filing of this opinion with the Securities
and Exchange Commission. This opinion is rendered solely for your benefit in
connection with the foregoing. We hereby consent to the use of our name under
the heading "Legal Matters" in the Prospectus. In giving the foregoing consent,
we do not thereby admit that we are in the category of persons whose consent is
required under Section 7 of the Securities

<PAGE>

CIS Investments, Inc.,
Managing Owner of JWH Global Trust
August 19, 1997
Page 5

Act of 1933 or the rules and regulations of the Securities and Exchange
Commission thereunder. Except as stated above, without our prior consent, this
opinion may not be furnished or quoted to, or relied upon by, any other person
or entity for any purpose.

Very truly yours,

Richards, Layton & Finger

<PAGE>

Exhibit 8.01

SIDLEY & AUSTIN
A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS

[LETTERHEAD]

August 19, 1997

CIS Investments, Inc.
Managing Owner of
JWH Global Trust
233 South Wacker Drive - Suite 2300
Chicago, Illinois 60606

Re: REGISTRATION STATEMENT ON FORM S-1

Dear Sir or Madam:

We refer to the Registration Statement on Form S-1, filed by JWH
Global Trust (the "Trust") with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, on or about August 19, 1997 (the
"Registration Statement") which also relates to and constitutes Post Effective
Amendment No. 1 to the Registration Statement on Form S-1 declared effective on
April 3, 1997 (Registration No. 333-16825).

We have reviewed such data, documents, questions of law and fact and
other matters as we have deemed pertinent for the purpose of this opinion.
Based upon the foregoing, we hereby confirm our opinions expressed under the
caption "Federal Income Tax Aspects" in the Prospectus (the "Prospectus")
constituting a part of the Registration Statement that: (i) the Trust will be
classified as a partnership for federal income tax purposes; (ii) each
Unitholder will be required to report on his tax return his allocable share of
the Trust's income, gains, losses, and deductions; (iii) based upon the
contemplated trading activities of the Trust, 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 limitation under section 67 of the Internal Revenue Code of 1986, as amended
(the "Code") or under section 68 of the Code; and (iv) based on the contemplated
trading activities of the Trust, the income earned by the Trust will 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 such Units purchased by such plans and entities are not
"debt-financed" within the meaning of section 514 of the Code and provided
further that the assets acquired by the Trust are not "debt financed."

We also advise you that in our opinion the description set forth under
the caption "Federal Income Tax Aspects" in the Prospectus correctly describes
(subject to the uncertainties referred to therein) the material aspects of the
federal income tax treatment to United States individual investors, as of the
date hereof, of an investment in the Trust.

We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and to the inclusion in the Prospectus of our opinion set
forth under the caption "Federal Income Tax Aspects."

Very truly yours,

SIDLEY & AUSTIN

<PAGE>

Exhibit 10.02

JWH GLOBAL TRUST

AMENDED ESCROW AGREEMENT

This Amended Escrow Agreement is made and entered into as of _________,
1997 by and among The First National Bank of Chicago, a national banking
association, as escrow agent (the "Escrow Agent"), JWH Global Trust, a Delaware
business trust (the "Trust"), CIS Investments, Inc., a Delaware corporation
("CISI" or "Managing Owner"), the managing owner of the Trust, and Cargill
Investor Services, Inc., a Delaware corporation ("CIS" or "Lead Selling Agent").

RECITAL

The Trust offers for sale to investors through one or more registered
broker-dealers units of beneficial interest ("Units") in the Trust at the Net
Asset Value per Unit as of the last day of each calendar month (the "Ongoing
Offering Period");

In connection with the public offering of Units, the Trust and the Managing
Owner have entered into a selling agreement with the Lead Selling Agent and the
Lead Selling Agent may, with the consent of the Managing Owner, enter into
additional selling agent agreements with certain additional and correspondent
selling agents (the Lead Selling Agent and such additional and correspondent
selling agents are collectively referred to herein as "Selling Agents"), for the
offer and sale of Units on a "best efforts" basis.

The parties hereto entered into an Escrow Agreement dated as of April 3,
1997 to establish an escrow account in which proceeds received from subscribers
are deposited and for which the Escrow Agent serves as escrow agent. The
parties hereto now desire to amend the Escrow Agreement in accordance with the
terms and conditions set forth herein.

AGREEMENTS

In consideration of the foregoing and the mutual covenants contained
herein, the parties agree as follows:

1. Commencing upon the execution of this Agreement, the Escrow Agent
shall act as escrow agent and agrees to receive, hold, deal with and disburse
the proceeds from the sale ("Proceeds") of Units and any other property at any
time held by the Escrow Agent hereunder in accordance with this Agreement.

2. CIS shall deposit all Proceeds received from the Selling Agents
together with the name, address, federal tax identification number and amount of
the subscription of each subscriber. All Proceeds shall be denominated in
dollars and deposited in this escrow by check or wire transfer, duly made out to
the Escrow Agent in the following form: "FNBC, AS ESCROW AGENT FOR

<PAGE>

JWH GLOBAL TRUST." The Escrow Agent shall promptly notify CIS of any
discrepancy between the amounts set forth on any statement delivered by CIS and
the sum or sums delivered therewith to the Escrow Agent. Any checks received
that are made payable to a party other than the Escrow Agent shall be returned
to CIS for prompt return to the appropriate subscribers. In the event that any
checks or other instruments deposited in the escrow prove uncollectible, the
Escrow Agent shall promptly notify CIS and forward such checks or other
instruments to CIS.

3. The Escrow Agent is required to separately record on its books the
name, address, federal tax identification number and amount of each subscription
as received, and shall keep documents necessary to evidence the name, address
and federal tax identification of each subscriber, the aggregate amount of his
subscriptions, and the date such subscription was received.

4. The Escrow Agent shall cause all Proceeds deposited with it pursuant
to Section 2 hereof to be maintained and invested no later than the second
business day following receipt of such Proceeds as the Managing Owner shall
direct from time to time by written instructions delivered to the Escrow Agent,
in (a) an interest bearing bank account; (b) bank money-market accounts; (c)
short-term certificates of deposit issued by a bank; or (d) short-term
securities issued or guaranteed by the United States Government, as permitted by
law (and in particular Rule 15c2-4 under the Securities Exchange Act of 1934),
which can be readily liquidated so that 100% of the Proceeds and interest
thereon can, if necessary, be returned to the subscribers in accordance with
this Agreement and that the interest on such securities shall not subject
foreign subscribers to the United States taxation or tax reporting requirements.
The Escrow Agent will incur no liability for any loss suffered so long as the
Escrow Agents follows such instructions, except for losses due to its lack of
good faith, negligence or willful misconduct.

Interest earned on funds attributable to accepted subscriptions while held
in this escrow shall be allocated among subscribers in proportion to the amounts
of their respective subscriptions and the lengths of time their subscriptions
were held in escrow.

5. (a) During the Ongoing Offering Period, the Escrow Agent shall
segregate Proceeds received according to the dates the Selling Agents receive
the funds. Proceeds shall be grouped in Monthly Groups. Proceeds received
after the fifth business day prior to the end of a calendar month (including the
last business day of the month) through and including the fifth business day
prior to the end of the next succeeding calendar month ("End Date") shall
comprise one Monthly Group. For each Monthly Group containing subscriptions
which have been accepted by the Managing Owner, the Escrow Agent shall pay to,
credit to the account of, or otherwise transfer to the Customer Account, or as
otherwise directed by the Managing Owner, Proceeds comprising the Monthly Group
pertaining to accepted subscriptions and interest earned on such Proceeds, on
the first business day of the calendar month following the applicable End Date.

(b) Other than as set forth in the second sentence of this Paragraph 5(b),
the Trust shall have neither title to nor interest in the funds on deposit, and
such funds shall under no circumstances be subject to the liabilities or
indebtedness of the Trust. However, Proceeds comprising each Monthly Group are
deemed released from escrow and become assets of the Trust as of the last
business day of the calendar month in which the applicable End Date occurs.

2
<PAGE>

(c) Interest earned on an accepted subscription will be paid to the
Trust's Customer Account, or as otherwise directed by CISI, and invested in the
Trust, and subscribers will be issued additional Units reflecting each
subscriber's attributable share of such interest. To enable CISI to determine
the number of additional Units issuable to each subscriber whose subscription
has been accepted, the Escrow Agent shall, within 3 business days before each
closing date, notify CISI the amount of interest that will be earned as of the
date Proceeds are transferred as described in (a) above on each subscriber's
subscription funds while held in the escrow account; provided that no interest
shall accrue with respect to funds included in the current Monthly Group
deposited on or after the second day following the applicable End Date.

6. At any time prior to the release of a subscriber's funds from this
escrow, the Managing Owner may notify the Escrow Agent that a subscription, or a
part thereof, has not been accepted and the Managing Owner may direct the Escrow
Agent to return as soon thereafter as may be practicable (in no event later than
5 business days) any such funds, or the appropriate portion thereof, held in
this escrow for the benefit of such subscriber, with interest, directly to such
subscriber.

If subscription funds (and interest earned thereon, if any) shall be
returned to subscribers, due to rejection of subscriptions or the non-occurrence
of the Initial Closing Date, the Escrow Agent shall do so in the same manner
through which (I.E., by check or wire) and to the same source from which (I.E.,
a subscriber or an applicable Selling Agent for credit to the account of a
subscriber) subscription funds were received.

7. The Escrow Agent shall not be liable for any action taken or omitted
in good faith in accordance with the advice of its counsel except for its own
negligence or willful misconduct. The Escrow Agent shall not be responsible for
any loss of subscriptions funds resulting from the investment thereof in
accordance with this Agreement.

8. CISI agrees to pay the Escrow Agent reasonable compensation for the
services to be rendered hereunder, as described in the Schedule I attached
hereto, and pay or reimburse the Escrow Agent upon request for reasonable
attorney's fees, incurred by it as a result of events not contemplated by this
Agreement but otherwise in connection with this Agreement. CISI hereby agrees
to indemnify and save harmless the Escrow Agent from all losses, costs and
expenses, including attorney fees which may be incurred by it as a result of its
acceptance of its appointment as Escrow Agent or arising from the performance of
its duties hereunder, unless the Escrow Agent shall have been adjudged to have
acted in bad faith or to have been negligent, and such indemnification shall
survive its resignation or removal, or the termination of this Agreement until
extinguished by any applicable statute of limitation.

9. The Managing Owner may remove the Escrow Agent at any time (with or
without cause) by giving at least 15 days written notice thereof. Within 10
days after receiving such notice, the Managing Owner shall appoint a successor
escrow agent at which time the Escrow Agent shall either distribute the funds
held in the Escrow Account, its fees, costs and expenses or other obligations
owed to the Escrow Agent having been paid by CISI, as directed by the
instructions of the Managing Owner or hold such funds, pending distribution,
until all such fees, costs and expenses or other obligations are paid by the
CISI. If a successor escrow agent has not been appointed or has

<PAGE>

not accepted such appointment by the end of the 10-day period, the Escrow Agent
may appeal to a court of competent jurisdiction for the appointment of a
successor escrow agent, or for other appropriate relief and the costs, expenses
and reasonable attorneys fees which the Escrow Agent incurs in connection with
such a proceeding shall be paid by the Trust.

10. The Trust and the Managing Owner warrant and agree to the Escrow Agent
that, unless otherwise expressly set forth in this Agreement: there is no
security interest in the subscription funds or any part thereof; no financing
statement under the Uniform Commercial Code is on file in any jurisdiction
claiming a security interest in or describing (whether specifically or
generally) the subscription funds or any part thereof; and you shall have no
responsibility at any time to ascertain whether or not any security interest
exists in the subscription funds or any part thereof or to file any financing
statement under the Uniform Commercial Code with respect to the subscription
funds or any part thereof.

11. The Escrow Agent's duties and responsibilities shall be limited to
those expressly set forth in this Agreement, and the Escrow Agent shall not be
subject to, nor obliged to recognize, any other agreement between, or direction
or instruction of, any and all of the parties hereto; provided, however, this
Agreement may be amended at any time by an instrument in writing signed by all
the parties.

12. If any property subject hereto is at any time attached, subject to
garnishment or levied upon, under any court order, or in case the payment,
assignment, transfer, conveyance or delivery of any such property shall be
stayed or enjoined by any court order, or in case any order, judgment or decree
shall be made or entered by any court affecting such property, or any part
thereof, then in any of such events, the Escrow Agent is authorized to rely upon
and comply with any such order, writ, judgment or decree, which it is advised by
legal counsel of its own choosing is binding upon it, and if it complies with
any such order, writ, judgment or decree, it shall not be liable to any of the
parties hereto or any other person, firm, or corporation by reason of such
compliance, even though such order, writ, judgment or decree may be subsequently
reversed, modified, annulled, set aside or vacated.

13. This Agreement shall be construed, enforced, and administered in
accordance with the laws of the State of Illinois, without regard to the
principles of conflicts of laws thereof.

14. The Escrow Agent may resign by giving 30 days' prior written notice
delivered to the Managing Owner, and thereafter shall deliver all remaining
deposits in this escrow to a successor escrow agent acceptable to the Managing
Owner which acceptance shall be evidenced by their joint written and signed
order. If no such order is received by the Escrow Agent within 30 days after
delivery of such notice, it is unconditionally and irrevocably authorized and
empowered to send any and all funds deposited hereunder by registered mail to
the respective subscribers thereof.

15. In the event funds transfer instructions are given (other than in
writing at the time of execution of this Agreement), whether in writing, by
telecopier or otherwise, the Escrow Agent is authorized to seek confirmation of
such instructions by telephone call-back to the person or persons designated on
Schedule II hereto, and the Escrow Agent may rely upon the confirmations of
anyone

<PAGE>

purporting to be the person or persons so designated. The persons and telephone
numbers for call-backs may be changed only in a writing actually received and
acknowledged by the Escrow Agent. The parties acknowledge that such security
procedure is commercially reasonable.

16. Any notice which a party is required or desires to give hereunder
shall be in writing and may be given by mailing or delivering the same to the
address of the party to receive notice:

if the Escrow Agent, addressed to:

The First National Bank of Chicago
Escrow Services, Suite 0673
One First National Plaza
Chicago, Illinois 60670-0673
Attention: Renee Maron

if to the Trust, addressed to:

c/o CIS Investments, Inc.
233 South Wacker Drive, Suite 2300
Chicago, Illinois 60606
Attention: Barbara A. Pfendler

if to CISI, addressed to:

233 South Wacker Drive, Suite 2300
Chicago, Illinois 60606
Attention: Barbara A. Pfendler

if to CIS, addressed to:

233 South Wacker Drive, Suite 2300
Chicago, Illinois 60606
Attention: Barbara A. Pfendler

or to such other address as said party may substitute therefor by written
notification to the other parties. For all purposes hereof, any notice shall be
effective only when actually received.

17. This Agreement shall terminate upon the termination of the offering of
Units or as otherwise provided by written instruction from the Managing Owner to
the Escrow Agent.

<PAGE>

IN WITNESS WHEREOF, the parties hereto have executed this Escrow Agreement
as of the day and year first above written.

THE FIRST NATIONAL BANK
OF CHICAGO, as Escrow Agent

By:__________________________________
John R. Prendiville
Vice President

JWH GLOBAL TRUST
By: CIS Investments, Inc.,
Managing Owner

By:__________________________________
Barbara A. Pfendler
Vice President

CIS INVESTMENTS, INC.

By:_________________________________
Barbara A. Pfendler
Vice President

CARGILL INVESTOR SERVICE, INC.

By:_________________________________
Barbara A. Pfendler
Vice President

<PAGE>

SCHEDULE I

FEE SCHEDULE

ACCEPTANCE FEE: $1,750.00

Fee for services in connection with the initial set-up of the subscription
escrow account. This fee covers examination and execution of an escrow
agreement and all required documentation, and all initial account set-up
including the Escrow Agent's legal fees.

ANNUAL ADMINISTRATION FEE:
Per subscription participant account $6.40

Fee for ongoing administration of the subscription escrow account.
Participants are defined on a monthly basis with each monthly subscription
period being unique. An individual subscribing in more than one month will
be counted in each month. Should an individual add to a subscription
amount in a given month, there will be no additional charge.

This fee includes all investments specified in the Escrow Agreement,
required participant recordkeeping, remittance of checks, production of
1099s, and postage.

EXCEPTION PROCESSING: $8.50

Fee for processing deposits to be included in the current Monthly Group
made after the fifth business day prior to the end of a calendar month
(including the last business day of the month).

WIRE TRANSFERS: $20.00

Wire transfers to the fund participants will be charged additionally at
$20.00 each transfer. Wire transfers to the Trust, the Managing Owner or
Lead Selling Agent will be at no charge.

MESSENGER FEE: $6.00

Fee for same-day intrabank document transfers.

ADDITIONAL SERVICES AND EXPENSES:

Any out-of-pocket expenses incurred by the Escrow Agent (E.G., responding
to unusual audit request) will be assessed in amounts commensurate with the
services rendered, itemized and billed in addition to the foregoing fees.
No charge will be incurred for termination of account.

The fees above are subject to equitable adjustments as reasonably warranted
by changes in laws, procedures, or cost of doing business upon prior
written notice to the parties.

<PAGE>

SCHEDULE II

TELEPHONE NUMBER(S) FOR CALL-BACKS AND
PERSON(S) DESIGNATED TO CONFIRM FUNDS TRANSFER INSTRUCTIONS

JWH GLOBAL TRUST:

CIS Investments, Inc. as Managing Owner

NAME TELEPHONE NUMBER

1. Michelle Reynolds (312) 460-4931

2. Ron Davis (312) 460-4927

3. Barbara Pfendler (312) 460-4926

CARGILL INVESTOR SERVICES, INC.:

NAME TELEPHONE NUMBER

1. Michelle Reynolds (312) 460-4931

2. Ron Davis (312) 460-4927

3. Barbara Pfendler (312) 460-4926

THE FIRST NATIONAL BANK OF CHICAGO, N.A.:

NAME TELEPHONE NUMBER

1. Renee Maron (312) 407-4655

2. Amy Movitz (312) 407-8857

<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 August 15, 1997 with respect to the statement of financial
condition of JWH Global Trust as of December 31, 1996 and to the use of our
report dated July 17, 1997 with respect to the financial statements of CIS
Investments, Inc. as of May 31, 1997 and 1996 included in the Form S-1
Registration Statement and related Prospectus of JWH Global Trust for the
registration of $75,000, 000 of units of beneficial interest.

KPMG Peat Marwick LLP

August 19, 1997
Chicago, Illinois

<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM STATEMENTS
OF FINANCIAL CONDITION (UNAUDITED), STATEMENTS OF OPERATIONS (UNAUDITED),
STATEMENTS OF CHANGES IN UNITHOLDERS' CAPITAL (UNAUDITED) AND STATEMENTS OF CASH
FLOWS (UNAUDITED) AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>

<S> <C>
<PERIOD-TYPE> 1-MO
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JUN-01-1997
<PERIOD-END> JUN-30-1997
<CASH> 22,003,667
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 23,253,648
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 23,253,648
<CURRENT-LIABILITIES> 1,627,225
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 21,626,423
<TOTAL-LIABILITY-AND-EQUITY> 23,253,648
<SALES> 0
<TOTAL-REVENUES> 157,133
<CGS> 0
<TOTAL-COSTS> 136,836
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 20,296
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 20,296
<EPS-PRIMARY> 0.16
<EPS-DILUTED> 0.16

</TABLE>